Broker - Carrier Agreement

This Broker-Carrier Agreement (“Agreement”) is entered into on , 202_ (“Effective

Date”) by and between Freight North Logistics LLC. ("Broker"), and _______________________________, a
Registered Motor Carrier ("Carrier"); collectively, the "Parties".

1. Carrier Represents and Warrants that Carrier:

A. Is a motor carrier with Federal Motor Carrier Safety Administration (“FMCSA”) operating authority,
authorized to provide transportation of property under contracts with shippers and receivers and/or brokers of
general commodities, and will maintain such authority during the term of this Agreement (“Registered Motor
Carrier”).

B. Shall transport the property safely and without damaging the cargo, under its own operating authority and
subject to the terms of this Agreement and the Customer’s requirements.

C. Shall verify weight and dimensions of cargo and verify that the cargo is within the legal limits for
transportation.

D. Makes the representations herein for the purpose of inducing Broker to enter into this Agreement.

E. Will not insert, or authorize anyone else to insert, Broker’s name on a bill of lading as the shipper or
Carrier without the Broker’s express written consent. In addition, Carrier agrees that a shipper’s insertion of
Broker’s name as the carrier on a bill of lading, delivery order, or other document shall be for the shipper’s
convenience only and shall not change Broker’s status as a property broker or Carrier’s status as a motor carrier.

F. Will not re-broker, double broker, assign or interline the shipments hereunder. If Carrier cannot handle
the load with its own drivers, Carrier agrees to inform Broker before picking/delivering at its customer(s). If
Carrier breaches this provision, (1) such breach shall be considered a material breach of this Agreement; (2)
Broker may, at its option, terminate this Agreement immediately upon written notice to Carrier; (3) Carrier shall
remain responsible for fulfillment of all of Carrier’s obligations, including, without limitation, Carrier’s
obligations relating to documentation, service, equipment, compliance with law, indemnification, and loss,
damage and delay; and (4) Broker shall have the right to pay the money Broker owes Carrier directly to the
delivering carrier, in lieu of payment to Carrier. Upon Broker’s payment to the delivering carrier, Carrier shall
not be released from any liability under this Agreement. IN ADDITION TO THE INDEMNITY OBLIGATIONS
HEREIN, CARRIER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS BROKER AND THE
CUSTOMER AND BROKER’S AND THE CUSTOMER’S OFFICERS, DIRECTORS, AND EMPLOYEES,
INCLUDING CONSEQUENTIAL DAMAGES, FROM (I) ANY CLAIMS ARISING FROM OR RELATED
TO THE CONDUCT OF THE UNAUTHORIZED CARRIER OR OTHER PARTY, AND (II) ANY CLAIMS
BY AN UNAUTHORIZED CARRIER OR PARTY FOR FREIGHT, ACCESSORIAL OR ANY OTHER
CHARGES. CARRIER WILL BE LIABLE FOR CONSEQUENTIAL DAMAGES FOR VIOLATION OF THIS
SECTION.

G. Is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, state and local
laws relating to the provision of its services including, but not limited to: training of drivers, transportation of
Hazardous Materials, (including the licensing and training of Hazmat qualified drivers), as defined in 49 C.F.R.
§172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; the
Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1, et seq.; security regulations;
owner/operator lease regulations; loading and securement of freight regulations; implementation and maintenance
of driver safety regulations including, but not limited to, hiring, controlled substances, and hours of service
regulations; sanitation, temperature, and contamination requirements for transporting food, perishable, and
other products, qualification and licensing and training of drivers;
 implementation and maintenance of equipment safety regulations; maintenance and control of the means and
method of transportation including, but not limited to, performance of its drivers; all applicable insurance laws
and regulations including but not limited to workers compensation.

H. Is solely responsible for any and all management, discipline, direction and control of its employees,
owner/operators, and equipment with respect to operating within all applicable federal and state legal and
regulatory requirements to ensure the safe operation of Carrier’s vehicles, drivers and facilities. Carrier and Broker
agree that safe and legal operation of the Carrier and its drivers shall completely and without question govern and
supersede any service requests, demands, preferences, instructions, and information from Broker or Broker’s
customer with respect to any shipment at any time.

I. Will not consolidate shipments if Carrier and Broker agree that compensation will be based on a direct rate.
Carrier understands and agrees that Broker may reduce Carrier’s compensation if Carrier consolidates a shipment
with an agreed direct rate.

J. Will provide prompt, reliable service and maintain good communications with Broker as to the status of pending
loads. (The rates agreed upon by Carrier and Broker are based upon an understanding that Carrier will provide
timely service and keep Broker informed of the status of pending loads. When carriers fail to provide timely
service and fail to keep Broker apprised of the load status, it affects Broker’s operations and poses harm to its
customer relations. Accordingly, failure to comply with the representations and agreements contained herein are of
reduced value to Broker and will result in a reduction of fees, as indicated below.)

K. Will notify Broker immediately if its federal operating authority is revoked, suspended or rendered inactive for
any reason; and/or if it is sold, or if there is a change in control of ownership, and/or any insurance required
hereunder is threatened to be or is terminated, cancelled, suspended, or revoked for any reason.

L. SHALL DEFEND, INDEMNIFY AND HOLD BROKER, ITS AFFILIATES, ITS CUSTOMER, AND
THE SHIPPER HARMLESS FROM ANY CLAIMS, ACTIONS OR DAMAGES, ARISING OUT OF ITS
PERFORMANCE UNDER THIS AGREEMENT, INCLUDING CARGO LOSS AND DAMAGE, THEFT,
DELAY, DAMAGE TO PROPERTY, AND PERSONAL INJURY OR DEATH. THESE DEFENSE,
INDEMNIFICATION, AND HOLD HARMLESS REQUIREMENTS SHALL APPLY WHERE
CARRIER IS SOLELY NEGLIGENT OR AT FAULT; THESE DEFENSE, INDEMNIFICATION, AND
HOLD HARMLESS REQUIREMENTS SHALL ALSO APPLY WHERE CARRIER IS
CONCURRENTLY NEGLIGENT OR AT FAULT WITH BROKER, BROKER’S CUSTOMER,
AND/OR THIRD PARTIES, WHICH INCLUDES INSTANCES WHERE BROKER IS
NEGLIGENT OR AT FAULT. The obligation to defend shall include all attorney fees, expert witness fees, and
all other costs of defense as they accrue. Broker’s Affiliates, shippers, customers, and consignees are intended
third party beneficiaries. Broker shall have the unconditional right to settle claims referenced in this indemnification
paragraph and seek defense and/or indemnity from Carrier. Broker, and Broker’s Affiliates, shall also have the right
to select its own counsel. The aforementioned obligations shall survive the expiration or earlier termination of this
Agreement.

M. Will notify Broker in writing immediately if its safety rating issued by the FMCSA, U.S. Department of
Transportation (“U.S. DOT”), is changed to “Unsatisfactory” or “Conditional.”

N. Authorizes Broker to invoice Carrier’s freight charges to shipper, consignee, or third parties responsible for
payment.

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2. Broker Rights and Responsibilities:
A. Shipments: It is expressly understood and agreed that Broker is not required to offer any particular load
or number of loads to Carrier and does not guarantee any specific number of shipments under this agreement.

B. Billing: Broker shall conduct all billing services to shippers. Carrier shall invoice Broker for Carrier’s
charges, as mutually agreed in writing, by fax, or by electronic means, contained in Broker’s Load Confirmation
Sheet(s) incorporated herein by this reference. Additional rates for truckload or LTL shipments, or modifications
or amendments of the above rates, or additional rates, may be established to meet changing market conditions,
shipper requirements, Broker requirements, and/or specific shipping schedules as mutually agreed upon, and shall
be confirmed in writing by both Parties. Any such additional, modified, or amended rates, changes in rates shall
automatically be incorporated herein by this reference. Broker, its Affiliates, and its customers shall have the right
to offset any claims or damages with pending amounts owed to Carrier, including amounts Carrier assigns,
delegates, or otherwise transfers to a third party, including, but not limited to, factoring companies and other
collections-service companies. Such offset rights shall apply between Broker, Broker’s Affiliates, and Broker’s
customers so that any of the aforementioned entities may withhold money owed to Carrier and tender to another
of the aforementioned entities; in which case, any claim by Carrier shall be made solely against the entity receiving
the offset. If Broker, Broker’s Affiliates, or their customers exercise a right to offset, then Carrier must submit
written notice of any disputes within 10 days of any such withholding or offsetting. Carrier’s written notice must
contain sufficient information to investigate the offset. Carrier must submit such written dispute within 10 days
of the date of the offset or withholding. Any offset or withholding not disputed within 10 days is deemed to be
correct. In addition to Broker’s right to offset against amounts Broker owes Carrier, in the event Carrier fails to
pay damages, claims, or other expenses related Carrier’s services or claimed against Carrier, (1) Carrier shall be
required to provide Broker advanced notice of all future transportation services that Carrier provides to other
parties, until the damages, claims, or other expenses have been repaid, (2) Carrier shall be required to submit all
of Carrier’s (a) invoices for freight charges to Broker with supporting documentation so that Broker may invoice
Carrier’s customer, until the damages, claims, or other expenses have been repaid, (b) bank records, and (c)
corporate documents (3) Carrier assigns to Broker the right to collect payment for Carrier’s services or any other
amounts owed to Carrier (including, but not limited to, third party liability claims for amounts owed to Carrier)
and apply the payment to the amounts Carrier owes Broker (including attorney fees), and Carrier will not submit
any invoices to other customers but shall submit all invoices to Broker (4) Carrier grants to Broker a lien in the
charges for such services and amounts owed, and (5) Carrier shall hold harmless Broker for enforcing these terms.

C. Rates: Additionally, any rates, which may be verbally agreed upon, shall be deemed confirmed in writing
where Carrier has billed the agreed rate and Broker has paid it. All written confirmations of rates, including
confirmations by billing and payment, shall be incorporated herein by this reference. Rates or charges, including
but not limited to stop-offs, detention, loading or unloading, fuel surcharges, or other accessorial charges, released
rates or values, or tariff rules or circulars, shall only be valid when specifically agreed to in a signed writing by
the Parties.

D. Payment:

i. Carrier agrees that Broker is the party that will pay Carrier for services provided that are due, and
for which Carrier is in compliance with this agreement, that Carrier shall have no right or claim against any
shipper or any consignor or consignee or any other party other than the Broker for any of its charges, and that,
under no circumstance, will Carrier seek payment from, or bring suit against, the shipper, the consignee, or other
intermediary unless Broker gives express written consent to Carrier prior to any attempt by Carrier to seek
payment from, or bring suit against, such party. Carrier shall be liable for all attorney fees and consequential
damages incurred by Broker, Broker’s customer or the consignee as a result of Carrier’s breach of this provision
of this Agreement.

ii. Carrier hereby authorizes Broker to deduct from any amount due to Carrier pursuant to this
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Agreement or any other agreement between the parties, any amount which may be payable as a result of cargo
damage or other claim by Carrier to Broker, Broker’s customer, or the shipper and any amount for which Broker
may become liable to third parties by reason of Carrier’s actions or omission, performance or failure to perform
Carrier’s obligations under this Agreement. Broker may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim.

E. Bond: Broker shall maintain a surety bond /trust fund on file with the FMCSA in the form and amount
not less than that required by that agency’s regulations.

F. Broker Responsibility: Broker’s responsibility is limited to arranging for, but not actually performing,
transportation of a shipper’s freight. Any information provided by Broker to Carrier with respect to weight or
dimensions of the cargo are not to be relied upon by Carrier. In no event will Broker be liable for lost profits or
consequential damages, of any kind.

3. Carrier Responsibilities:

A. Equipment: Carrier agrees to provide the necessary equipment and qualified personnel for completion of
the transportation services required for Broker and/or its customers. Carrier agrees that all motor vehicles,
including trailers, used to transport freight hereunder shall be in good and suitable operating condition so as to
avoid any loss of, damage to, or delay in delivery of freight in loading and unloading or while in transit. Carrier
will not supply equipment that has been used to transport hazardous wastes, solid or liquid, regardless of whether
they meet the definition in 40 C.F.R. §261.1 et. seq. Carrier agrees that it will transport and deliver all shipments
in good condition, timely, and in accord with any special requirements of shipper, or as otherwise agreed in
writing. Carrier will be responsible for any additional costs incurred by Broker, its customer, or the shipper when
replacement services are required.

B. Bills of Lading:

i. Carrier shall issue a bill of lading in compliance with 49 U.S.C. §80101 et seq., 49 C.F.R. §373.101
(and any amendments thereto), for the freight it receives for transportation under this Agreement. Unless
otherwise agreed in writing, Carrier shall become fully responsible/liable for the freight when it takes/receives
possession thereof, and the trailer(s) is loaded, regardless of whether a bill of lading has been issued, and/or
signed, and/or delivered to Carrier, and Carrier’s responsibility/liability shall continue until delivery of the
shipment to the consignee and the consignee signs the bill of lading or delivery receipt. Carrier has the
responsibility to inspect the cargo prior to transportation, and any damages, missing pieces, or other issues with
the cargo must be communicated to broker, in writing, and noted on the bill of lading with the shipper’s signature
prior to transportation. Any terms of the bill of lading (including but not limited to payment terms, released rates
or released value) inconsistent with the terms of this Agreement shall be ineffective. Carrier’s failure to issue a
bill of lading or sign a bill of lading acknowledging receipt of the cargo shall not affect the liability of Carrier as
a motor carrier. Carrier shall note on the bill of lading any damages or potential issues with the cargo, crating, and
packaging that may affect the safe transportation of the cargo.

ii. Carrier agrees that any receipt or bill of lading issued by it shall serve only as a receipt for the goods
(and not as the contract of carriage nor as evidence of title) and that no other provision of a Bill of Lading’s terms
and conditions shall apply, (including, but not limited to, any provision purporting to “incorporate by reference”
provisions of other publications such as the Carrier’s private tariffs, the National Motor Freight Classification, or
the Uniform Straight Bill of Lading) and that all transactions between Broker and Carrier shall be governed by
this Agreement between Broker and Carrier, provided however that the bill of lading may also contain instructions
or specifications of the shipper or consignor pertaining to the transportation of the goods covered by the bill of
lading which the Carrier agrees to follow or perform by issuing its bill of lading. Carrier agrees the insertion of
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Broker’s name on a receipt or bill of lading, in the space used to designate the carrier, is solely for the convenience
of the shipper or consignor and such insertion shall not alter Broker’s status as a property broker nor cause Broker to
be deemed a carrier.

iii. Carrier agrees that when the bill of lading or other shipping document specifies that the shipment is
“collect” only consignee will be liable for freight charges (regardless of whether shipper or consignor signed a
“no recourse provision” on the bill of lading) and Carrier agrees to collect freight charges from consignee. Carrier
agrees that Carrier will hold harmless shipper or consignor from any freight charges unless shipper and Carrier or
consignor and the Carrier agree otherwise in writing. Carrier may decline to make delivery of the shipment without
payment by consignee.

C. Securement and Delivery: Carrier shall be responsible for proper securement of the cargo to avoid damage
to the cargo during transport, avoid damage to the cargo from securement, and avoid shifting and movement of
the cargo during transport. Carrier shall secure the cargo without damaging the cargo, including any parts or
pieces of the cargo that could possibly become loose during transportation. Carrier shall inspect the cargo prior
to transportation and ensure the cargo is loaded and secured properly. Carrier shall not transport cargo that is not
properly loaded and secured. Carrier shall transport all cargo without delay and without damaging the cargo.
Carrier shall inspect the cargo after transportation and prior to unloading to verify the cargo can be safely
unloaded; if the cargo cannot be safely unloaded, Carrier will not unload or allow the cargo to be unloaded until
it can be done safely. If the cargo cannot be safely unloaded, Carrier will contact Broker immediately.

In the event there is any discrepancy or conflict between instructions (e.g. securement instructions, pick-up
address, delivery address) or other information (cargo packaging, dimensions, quantity, etc.), Carrier shall notify
Broker in writing immediately and shall not transport the property until Broker has advised Carrier of the
appropriate instructions in writing. In the event Carrier fails to comply with the terms of this Section and the cargo
is lost, damaged, or otherwise rejected for any reason, Carrier shall be liable for the full value of the load.

Carrier shall provide immediate notice to Broker if Carrier is delayed for any reason, including, but not limited
to, vehicular problems, traffic, illness, or weather conditions. Carrier will be responsible for any delay damages
and/or consequential damages incurred as a result of Carrier’s failure to meet appointment times, delay, and/or
failure to keep Broker and its customer aware of the status of delivery. Time is of the essence with regard to
Carrier’s delivery of cargo and Carrier’s communications to Broker.

Carrier shall not remove, modify, or otherwise tamper with seals. In the event that seal is removed, modified,
or tampered with, without written authorization by Broker, Carrier shall be deemed automatically liable for any
alleged contamination or damages or rejection by the shipper, consignee, or other party with a property interest
in the cargo or their agents. This term shall not apply if law enforcement removes, modifies, or tampers with a
seal, provided that Carrier obtains written notation and signature from the law enforcement officer of their conduct
with respect to the seal.

Carrier shall be solely responsible for ensuring compliance with all customs and security laws that are
applicable to motor carriers transporting goods, either domestically in the United States or for import or export
from or to the United States, including compliance with laws that may require the use of drivers who have obtained
TWIC credentials from the Transportation Security Administration.

D. Delivery Confirmation and Invoice: Carrier shall provide Broker with a copy of proof of delivery within
4 days of delivery. Carrier understands and agrees that failure to timely submit proper documentation affects
Broker’s ability to collect payment and causes additional administrative costs to be incurred. Accordingly, Carrier
agrees that Broker may reduce Carrier’s compensation if Carrier fails to provide Broker with a copy of proof of
delivery within 4 days of delivery. Carrier shall not be paid for the delivery until Carrier provides the signed
confirmation to Broker. Carrier shall submit its invoice to Broker within 30 days of delivery cargo; Broker
reserves the right to not pay an invoice if the invoice is submitted more than 30 days after delivery of the cargo.
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 E. Loss & Damage Claims:

i. Carrier shall comply with 49 C.F.R. §370.1 et seq. and any amendments and/or any other applicable
regulations adopted by the FMCSA, U.S. DOT, or any applicable state regulatory agency, for processing all loss
and damage claims and salvage, provided however, that Carrier shall have no right to determine whether goods
may be disposed of or salvaged; and

ii. Except to the extent inconsistent with the express terms of this agreement, Carrier agrees recoverable
damages for any cargo damage, loss, or theft from any cause shall be determined under the Carmack Amendment,
49 USC § 14706, including any commodities exempt from the Carmack Amendment. The shipper or cargo owner
will determine whether to repair, repackage, salvage, or scrap the damaged cargo. To the extent that the shipper
or cargo owner disallows salvage, Carrier waives any claim to salvage value. Carrier understands and agrees that
the amount and extent of damage may be the full invoice price charged by the shipper/cargo owner to its customers
for the kind and quality of the cargo lost, damaged, or stolen, including taxes, fees, and other charges, as
determined in the sole discretion of the shipper or cargo owner; Carrier agrees that such damages shall be the
minimum recoverable damages, as determined in the sole discretion of the shipper or cargo owner.

iii. Special Damages: Carrier’s indemnification liability for freight loss and damage claims shall include
legal fees which shall constitute special damages, the risk of which is expressly assumed by Carrier, and which
shall not be limited by any liability of Carrier herein. To the extent that any provision herein (including, but not
limited to, this provision allowing Broker, Broker’s Affiliates, the shipper, and Broker’s customers to recover
attorney fees) conflicts with the Carmack Amendment, 49, U.S.C. §14706, or Part (b), Subtitle IV, of Title 49
U.S.C., or their successor statutes and regulations, Carrier expressly waives the protections of the Carmack
Amendment and Part (b), Subtitle IV, of Title 49 U.S.C.

iv. Notwithstanding the terms of 49 CFR 370.9, Carrier shall pay, decline or make settlement offer in
writing on all cargo loss or damage claims within 30 days of receipt of the claim. Failure of Carrier to pay, decline
or offer settlement within this 30 day period shall be deemed admission by Carrier of full liability for the amount
claimed and a material breach of this Agreement.

F. Insurance:

i. Carrier agrees to procure at its sole cost and expense and maintain throughout the term of this
Agreement the minimum insurance coverages set forth below, unless otherwise agreed in writing between the
Parties. All insurance companies providing the required coverages must have an AM Best rating of (AVII) or
greater.

Coverage Policy Minimum

Automobile Liability (including hired and
non-owned vehicles). Policy must be endorsed
with form CA 9948 Broadened Pollution $1,000,000 ($5,000,000 for hazmat)

Commercial General Liability $1,000,000 occurrence

$2,000,000 aggregate

All Risk Cargo Liability (no unattended vehicle $100,000 per shipment
exclusion)
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 Workers’ Compensation as required by law or
by shipper

NOTE: Automobile Liability and Cargo Liability insurance policies shall provide for a maximum
deductible of $1,000.00.

ii. Carrier must submit proof of proper insurance to Broker for loads with cargo values in excess of
those required by this Agreement. Carrier’s failure to submit proof of insurance for higher value loads shall not
limit Carrier’s liability in any way.

iii. Carrier agrees with the following terms, and Carrier shall cause its insurance provider to comply
with the following terms with respect to the above-referenced insurance and all other insurance obtained by
Carrier: (1) Broker, Broker’s Affiliates (“Affiliates” is defined as another organization or partnership with
common ownership, management, facilities, employees, equipment or interests), and its Customer and the shipper
shall be named as additional insureds, on a primary and non-contributing basis, (2) Carrier’s insurance shall be
primary and required to respond and pay prior to any other available coverage, (3) Carrier, Carrier’s insurer(s)
and anyone claiming by, through or under Carrier shall have no claim, right of action, or right of subrogation
against Broker, Broker’s Affiliates, or its Customer based on any loss or liability, and (4) Carrier and Carrier’s
insurer shall give Broker 30 days advance written notice to the effective date of any cancellation, termination, or
material modification to any of the aforementioned insurance policies. Carrier shall provide Certificate(s) of
Insurance to Broker identifying the terms required under this Section.

iv. Failure of Broker to demand a certificate of insurance or failure of Broker to identify a deficiency in
the Carrier’s certificate of insurance, or failure of Carrier to provide a certificate of insurance shall not be
construed as a waiver of Carrier’s obligation to maintain such insurance. It is expressly understood that Broker
does not represent that the coverage and limits of the insurance set forth herein will necessarily be adequate to
protect the Carrier, and such coverage and limits shall not be deemed a limitation on Carrier’s liability under this
Agreement.

v. Carrier’s insurance shall not include exclusions or restrictions that have not been made known to
Broker in writing. Carrier’s insurance must be acceptable by U.S. DOT in a filing under 49 U.S.C. §13906. The
insurance policies shall comply with minimum requirements of the FMCSA and any other applicable regulatory
state agency. In the event Carrier’s insurance coverage exceeds the minimum amounts herein, this Agreement
shall require the amount of coverage Carrier actually has. Nothing in this Agreement shall be construed to limit
or avoid Carrier’s liability due to the sufficiency of Carrier’s insurance, any exclusion or deductible in any
insurance policy or based on the minimum amount of insurance coverage required under this Agreement. Carrier’s
insurance shall not limit coverage based on commodity, attendance of the cargo or equipment, or in the case of
reefer breakdown.

G. Assignment of Rights: Carrier automatically assigns to Broker all its rights to collect freight charges from
shipper or any responsible third party upon Broker tendering the shipment to Carrier.

H. Liens: Carrier agrees to waive any lien it may have upon any shipment transported and that it will not
permit any lien to attach to any freight transported hereunder. If freight transported hereunder should become
subject to any lien or adverse claim caused by Carrier’s failure to comply with the preceding sentence then the
Broker and/or Broker’s customer may take any action available to them for the purpose of procuring a release of
such lien or adverse claim. Carrier shall reimburse Broker and Broker’s customer on demand for all costs
including, without limitation, investigation costs, legal fees and disbursements, incurred by Broker and/or
Broker’s customer in taking such action.

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 I. Acceptance of Load: If for any reason your company/driver is not able to comply with the terms of this
agreement or applicable safety regulations, do not accept the load.

J. Schedule Changes: Any scheduling changes must be made through Broker.

K. Selection of Drivers: Carrier shall provide drivers who are properly licensed, trained and monitored to be
in complete compliance with the FMCSA’s regulations regarding hours of service, physical condition and all
other requirements of said regulations. Broker shall have no duty to select, instruct or supervise Carrier’s drivers,
or to check a driver’s logs or its status of compliance with FMCSA’s hours of service or other regulations before
tendering a shipment to Carrier, said duties being the sole obligation of Carrier. Carrier assumes full responsibility
and liability for payment of the following items: all applicable federal, state, and local payroll taxes, taxes for
unemployment insurance, old age pensions, workers’ compensation, and social security with respect to persons
engaged in the performance of its transportation services hereunder. Broker shall not be liable for any of the
payroll-related tax obligations specified above and CARRIER SHALL INDEMNIFY, DEFEND AND HOLD
BROKER HARMLESS FROM ANY CLAIM OR LIABILITY IMPOSED OR ASSERTED AGAINST
BROKER FOR ANY SUCH OBLIGATIONS. The aforementioned obligations shall survive the expiration or
earlier termination of this Agreement.

L. Perishables, Food products, and Produce:

i. Carrier shall set the temperature setting to continuous (not on/off) for all reefer loads, unless
otherwise directed by Broker or Shipper in writing. Carrier shall comply with all of Broker’s and shipper’s
instructions as to temperature and transportation requirements, including, but not limited to continuous
temperature setting. In the event there is any discrepancy or conflict between instructions (e.g. different
temperature settings, pick-up address, delivery address), Carrier shall notify Broker in writing immediately and
shall not transport the property until Broker has advised Carrier of the appropriate instructions in writing. In the
event Carrier fails to comply with the terms of this Section and the cargo is lost, damaged, or otherwise rejected
for any reason, Carrier shall be liable for the full value of the load.

ii. Carrier warrants that they will maintain adequate fuel levels for the refrigeration or heating unit and
assume full liability for claims and expenses incurred by the Broker or the shipper for failure to do so. Carrier
shall have a temperature recorder in the trailer and logs of temperature during the entirety of transportation.

iii. Carrier shall pulp all product during loading and ensure the temperature matches the bill of lading
and/or rate confirmation. Any discrepancy must be reported to Broker immediately and Broker must approve
transportation of shipment prior to Carrier transporting the cargo.

iv. Carrier will verify that the equipment is suitable for the transportation of produce, food, dairy & milk
products for human or animal consumption, as well as for other perishables, and will comply with all applicable
laws and regulations, including maintenance of permits and record keeping requirements, for food, dairy & milk
transporters. Carrier warrants that the Carrier will inspect or hire a service representative to inspect a vehicle’s
refrigeration or heating unit as necessary to prevent unsanitary conditions and reliable operations of equipment.
Carrier warrants that they shall maintain a record of each inspection of refrigeration or heating unit and retain the
records of the inspection for a least one year. Copies of these records must be provided upon request to the Carrier’s
insurance company and Broker. Each unit will maintain temperature data loggers in good working condition and
provide the temperature readings upon request.

v. Carrier will inspect all equipment before transporting cargo to determine whether it is in good
condition (including, but not limited to, temperature setting; full and proper temperature heating and cooling
functionality; sound, roadworthy, clean, odor-free, dry, leak-proof and free of contamination or infestation) to
protect the cargo being transported, reject any equipment that is not in good condition, and immediately (no later
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than 60 minutes) inform Broker in writing of its rejection. Carrier acknowledges that if Carrier fails to inspect the
equipment, Carrier assumes liability related to such failure, for damage or loss to product cargo transported in
such equipment.

M. Carrier’s providing bulk service in cargo tanks or tank vehicles shall only use tanks, hoses, and pumps
that are clean, dry, and odor free and certified to be in such condition by presentation of a wash certificate when
the tank arrives for loading. Broker, shipper, or the consignor may utilize various inspection techniques prior to
loading and reject the trailer at the Carrier’s expense if it fails to be clean, dry, odor free, or is unaccompanied
with a wash certificate. After loading, Broker or shipper may retain a product sample from the trailer for a
contamination analysis. At any time, upon Broker’s or shipper’s request, Carrier shall present to Broker or shipper
the prior 3 products loaded in the trailer and the wash methods used to clean it.

N. Duty to Cooperate. Carrier agrees to cooperate with the any investigation or inquiry with respect to any
claim arising out of Carrier’s performance. Broker shall have the right to audit Carrier, demand written
documentation and records, interview workers, and otherwise take any and all steps necessary to determine
compliance with this Agreement and applicable law. Carrier shall timely, and in no event later than 24 hours,
provide all information requested and shall take any corrective action required by either the Broker, Broker’s
Customer and/or Shipper.

4. Miscellaneous:

A. Independent Contractor: It is understood and agreed that the relationship between Broker and Carrier,
Carrier’s employees, agents, and representatives is that of an independent contractor and that no
employer/employee relationship exists, or is intended. Broker has no control of any kind over Carrier, including
but not limited to routing of freight, and nothing contained herein shall be construed to be inconsistent with this
provision. Carrier shall be the sole party responsible for proper compensation, benefits, and insurance coverage
for its employees, contractors, agents, and representatives, AND WILL DEFEND, INDEMNIFY AND HOLD
HARMLESS BROKER AND BROKER’S AFFILIATES, BROKER’S CUSTOMER, AND THE
SHIPPER FROM ANY CLAIMS RELATED TO INJURY, COMPENSATION, BENEFITS, AND
INSURANCE COVERAGE TO CARRIER’S EMPLOYEES, CONTRACTORS, AGENTS, AND
REPRESENTATIVES.

B. Non-Exclusive Agreement: Carrier and Broker acknowledge and agree that this Agreement does not bind
the respective Parties to exclusive services to each other. Either party may enter into similar agreements with
other carriers, brokers, or freight forwarders.

C. Waiver of Provisions:

i. Failure of either Party to enforce a breach or waiver of any provision or term of this Agreement shall
not be deemed to constitute a waiver of any subsequent failure or breach, and shall not affect or limit the right of
either Party to thereafter enforce such a term or provision.

ii. This Agreement is for specified services pursuant to 49 U.S.C. §14101(b). To the extent that terms
and conditions herein are inconsistent with the Carmack Amendment, 49 U.S.C. 14706 or Part (b), Subtitle IV,
of Title 49 U.S.C. (ICC Termination Act of 1995), the Parties expressly waive such rights and remedies that they
may have under such laws.

D. Customer Requirements: Carrier shall comply with all policies, procedures, and rules in force at shipper,
consignor, consignee, and other intermediary facilities for which Carrier accesses to provide the services
contemplated in this Agreement. Carrier shall also comply with all terms in the contracts entered into between
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Broker and its customer and contracts entered into between Broker and the shipper that apply to Carrier or
otherwise provide that Carrier must comply with certain requirements.

E. No Back Solicitation:

i. Carrier and Carrier’s Affiliates shall not solicit, hire, contract with, employ, or accept business from
any employee, contractor or agent associated with Broker or Broker’s Affiliates during the term of this
Agreement, with whom Carrier and/or Carrier’s Affiliates has dealings with or is made aware of by virtue of
Carrier’s and/or Carrier’s Affiliates’ relationship with Broker and/or Broker’s Affiliates, during the term of this
Agreement and for a period of 12 months following termination of this agreement for any reason, without Broker’s
prior written consent.

ii. Carrier will be provided Customer information and confidential information which are trade secrets
and Confidential Information of Broker including without limitation, brokerage rates, amounts received for
brokerage services, amounts of freight charges collected, freight volume requirements, lanes, as well as personal
customer information, customer shipping or other logistics requirements shared or learned regarding the
Customer’s preferences, regardless of whether any such information is labeled as confidential. In consideration
of receipt of this information and other good and valuable consideration, the sufficiency of which is hereby agreed
to, during the term of this Agreement and for a period of 12 months following termination of this Agreement for
any reason, Carrier and Carrier’s Affiliates shall not directly or indirectly call on, solicit, attempt to do business
with, accept business from, or otherwise perform or attempt to perform any freight transportation, freight
brokerage, or similar services for, to, or from any Customer of Broker or Broker’s Affiliates, for Carrier’s benefit
or for the benefit of any other individual or entity, without obtaining Broker’s prior written consent. For purposes
of this provision, “Customer” means any individual or entity, including without limitation, shippers, consignors,
consignees, freight forwarders, and third-party brokers and logistics providers, which 1) Broker or Broker’s
Affiliates engage Carrier or Carrier’s Affiliates to provides transportation services to, from, or for, and/or 2)
Carrier or Carrier’s Affiliates learns about through Broker or Broker’s Affiliates, at any time during the term of
this Agreement, regardless of whether services to the Customer are provided directly, indirectly, on behalf of
another, or through one or more intermediaries, and regardless of whom Broker or Broker’s Affiliates contract
directly with or whom Broker or Broker’s Affiliates receive payment directly from. Carrier further agrees that the
Customers of Broker are of such a small group compared to the overall customer base in the market of Broker
that this provision is reasonable. However, due to the nature of Broker’s business and the location of its
Customers, Carrier agrees that this non-solicitation provision shall apply to a geographical area of 5 miles from
the location of each of Broker’s Customer’s business locations, including Customer warehouses, shipping, and
receiving locations.

iii. If Carrier breaches the preceding provision, Broker shall be entitled to a commission of 20% of the
gross transportation revenue (as evidenced by freight bills) received by Carrier or Carrier’s Affiliates for the
transportation services provided in violation of the preceding provision as liquidated damages, during the term of
this Agreement and for a period of 12 months following termination of this Agreement for any reason.
Additionally, Broker shall be entitled to mandatory and/or prohibitory injunctive relief without bond, and in the
event it is successful, Carrier shall be liable for all costs and expenses incurred by Broker, including, but not
limited to, reasonable attorney's fees. The foregoing remedies may be sought and awarded together. Carrier agrees
that a breach of this section constitutes a wrongful act for which Broker shall have a probable right to relief and
probable injury of the kind and type that is an imminent, irreparable injury, for which there is no adequate remedy
at law.

iv. If Carrier has a prior relationship with and/or previously provided services to any Customer of
Broker, Carrier shall, as a condition precedent to asserting any defense related to such relationship and/or services,
give written notice of said relationship and/or services to Broker and obtain from Broker a written exception to
this section prior to accepting the first load from Broker or Broker’s Affiliates for such Customer.
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 v. The prohibition periods in this Section shall be extended by a month for each month that Carrier or
Carrier’s Affiliates are in violation of this Section, for a total prohibition period not to exceed 2.5 years after
termination of this Agreement.

F. Confidentiality: In addition to Confidential Information protected by law, statutory or otherwise, the

Parties agree that all of their financial information and proprietary business information and that of their
customers, including but not limited to freight and brokerage rates, amounts received for brokerage services,
amounts of freight charges collected, freight volume requirements, routes and lanes, as well as personal customer
information, customer shipping or other logistics requirements shared or learned between the Parties and their
customers, shall be treated as Confidential, regardless of whether such information is labeled as confidential, and
shall not be disclosed or used for any reason without prior written consent. In the event of violation of this
Confidentiality paragraph, the Parties agree that the remedy at law, including monetary damages, may be
inadequate and that the Parties shall be entitled, in addition to any other remedy they may have, to an injunction
restraining the violating Party from further violation of this Agreement in which case the violating Party shall be
liable for all costs and expenses incurred, including but not limited to reasonable attorney’s fees.

G. Modification of Agreement: This Agreement may not be amended, except by mutual written agreement,
or the procedures set forth herein.

H. Notices: All notices provided or required by this Agreement, shall be made in writing and delivered by
personal delivery, certified mail with return receipt requested, to the addresses shown herein, or by fax to the fax
number indicated below or to the email address indicated below. Notices sent as required hereunder, to the
addresses shown in this Agreement shall be deemed sent to the correct address, unless the Parties are notified in
writing of any changes in address. The Parties shall promptly notify each other of any claim that is asserted against
either of them by anyone arising out of the Parties performance of this Agreement.

I. Contract Term: The term of this Agreement shall be 1 year from the date hereof and thereafter it shall
automatically be renewed for successive 1 year periods, unless written notice of termination is provided, with or
without cause, by either Party, within the 30 days prior to the end of a term (whether the initial term or renewal
terms). In the event of termination of this Agreement for any reason, the Parties shall be obligated to complete
performance of any work in progress in accordance with the terms of this Agreement.

J. Severability/Survivability: In the event any of the terms, or portion thereof, of this Agreement are
determined to be invalid or unenforceable, no other terms, or portion thereof, shall be affected and the unaffected
terms shall remain valid and enforceable as written. The representations, rights and obligations of the parties
hereunder shall survive termination of this Agreement for any reason.

K. Inability/Unwillingness to fulfill terms: In the event Carrier is unable or unwilling to fulfill is financial
obligations in this Agreement, Broker’s and its customers’ rights of remedy against Carrier shall extend to all of
Carrier’s Affiliates now existing or created in the future.

L. Counterparts: This Agreement may be executed in any number of counterparts each of which shall be
deemed to be a duplicate original hereof.

M. Entire Agreement: Unless otherwise agreed in writing, this Agreement contains the entire understanding
of the Parties and supersedes all verbal or written prior agreements, arrangements, and understandings of the
Parties relating to the subject matter stated herein. The Parties further intend that this Agreement constitutes the
complete and exclusive statement of its terms, and that no extrinsic evidence may be introduced to reform this
Agreement in any judicial or arbitration proceeding involving this Agreement. If there is any discrepancy or
conflict between this Agreement and any terms contained in any other document(s) (including those executed by
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Carrier), the provisions herein shall control, unless changes have been made by obtaining written approval by an
Officer of Broker prior to Carrier performing the transportation.

N. Governing Law and Jurisdiction: This Agreement shall be subject to and governed by the laws of the State
of Texas, without regard to choice-of-law principles and irrespective of the fact that one or more of the parties
may be or may become a resident of a different state. The parties agree that any and all claims or disputes arising
out of or under this Agreement shall be filed in the appropriate county, state and federal courts located within
Harris Country, Texas. Carrier hereby waives any claims or objections to personal jurisdiction and/or that such
courts will be improper or inconvenient forums.

Carrier shall be liable for any attorney fees incurred by Broker, Broker’s Customer or the consignee as a
result of Carrier’s breach of this provision of this agreement.

O. Standing: Broker shall have standing to bring suit for damage to goods transported by Carrier. Broker’s
payment for loss, damage, or delay to cargo shall automatically assign the right to Broker to bring suit for such
damages.

P. Prevailing Party Entitled to Attorney Fees: In the event of breach of contract or any suit to enforce, modify
or interpret the terms of this Agreement, the prevailing party is entitled to recover the costs, expenses and
reasonable attorney fees.

Q. Headings: The headings in this Agreement are for convenience only and are not intended to confer rights
or obligations.

In WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed in their respective
names by their fully-authorized representatives as of the dates first above written.

FREIGHT NORTH LOGISTICS

Authorized Signature Authorized Signature

Printed Name Printed Name

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