Carrier/Broker Agreement

4280 SE MILE HILL DR, STE 206 – PORT ORCHARD WA 98366
PHONE: (360) 876-5568 – FAX: (360) 876-7143

CARRIER/BROKER AGREEMENT

This CONTRACT AGREEMENT is made and entered into on this _____ day of ____________________, 20___, by and between WEST COAST CARRIERS
LLC (“BROKER”) and_______________________________________________________(“CARRIER”), (collectively, the “PARTIES”).
I
Recitals
Whereas BROKER is licensed as a property broker by the Federal Motor Carrier Safety Administration (“FMCSA”), or by appropriate State
agencies, and as a licensed broker, arranges for freight transportation; and whereas CARRIER is authorized to operate in inter-provincial, interstate
and/or intrastate commerce and is qualified, competent and available to provide for the transportation services required by BROKER; and NOW
THEREFORE, intending to be legally bound, BROKER and CARRIER agree as follows:
II
Agreement
TERM AND TERMINATION
The Term of this Agreement shall be for one (1) year and needs to be renewed each year; provided, however, that either PARTY may terminate
this Agreement at any time by giving thirty (30) days prior written notice. BROKER may additionally terminate this Agreement immediately upon
written notice in any of the following events: CARRIER loses its operating authority or otherwise becomes disqualified to perform its obligations
under this Agreement; CARRIER breaches any covenant, obligation, condition, or requirement imposed by this Agreement, and such breach
continues for a period of (10) days after written notice thereof from BROKER to CARRIER; CARRIER becomes insolvent or becomes unable to
pay its debts in a timely manner; CARRIER fails to comply with any performance metrics or selection criteria imposed by BROKER at any time;
CARRIER fails to procure and maintain any of the insurance coverages required by this Agreement; or CARRIER utilizes the services of any
brokers or subcontracts transportation of freight tendered by BROKER hereunder to any third party motor carrier or other transportation provider,
or transports part and/or all of the load from one trailer to another without preauthorized written consent from BROKER, or utilizes a third party
logistics provider to perform its obligations under this Agreement without prior written consent from BROKER. CARRIER may additionally
terminate this Agreement immediately upon written notice if BROKER breaches any covenant, obligation, condition, or requirement imposed by
this Agreement, and such breach continues for a period of thirty (30) days after written notice thereof from CARRIER.
CARRIER’S OPERATING AUTHORITY AND COMPLIANCE WITH LAW
CARRIER represents and warrants that it is duly and legally qualified in accordance with all federal, state, provincial, territorial, and local laws,
statutes, regulations, rules, and ordinances (collectively, “Applicable Law”) to provide, as a contract carrier, the transportation services
contemplated herein. CARRIER further represents and warrants that it does not have an unsatisfactory or unfit safety rating issued by any
regulatory authority with jurisdiction over CARRIER operations, including, but not limited to, the Federal Motor Carrier Safety Administration
(“FMCSA”) of the U.S. Department of Transportation (“DOT”). CARRIER will verify that all Tractors used under this agreement are equipped
with Electronic Logging Devices (“ELDs”) or Automatic Onboard Recording Devices (“AOBRDs”). Per FMCSA, all CARRIERs must be
COMPLIANT with having ELDs installed in all Tractors by December 18, 2017. AOBRDs are still applicable and current until December 16, 2019,
when the Tractor will have to be updated to an ELD, per 49 C.F.R. part 395.15. CARRIER further agrees to comply with all Applicable Law in
the performance of its service under this Agreement. BROKER may, in its sole discretion, implement a motor carrier selection protocol which may
be revised from time to time. If CARRIER fails to meet the requirements of any such protocol, BROKER may, in addition to any other rights and
remedies available, including, but not limited to termination, disqualify CARRIER from providing service to BROKER until such time as CARRIER
is re-qualified in accordance with the provisions of the protocol. BROKER may, in its sole discretion, discontinue use of CARRIER to provide any
services until such time as CARRIER operates acceptably to BROKER discretion. In the event that CARRIER receives an unsatisfactory safety
rating, is notified that it may receive an unsatisfactory safety rating, fails to maintain insurance required hereunder, is notified that such insurance
may become ineffective or is otherwise prohibited by Applicable Law from performing services hereunder, CARRIER shall immediately notify
BROKER of such fact and shall not carry any loads or goods tendered to CARRIER by BROKER until such prohibition on operations is removed.
PERFORMANCE OF SERVICES
CARRIER services under this Agreement are designed to meet the needs of BROKER under the specified rates and conditions set forth herein.
CARRIER agrees that the terms and conditions of this Agreement apply to all shipments handled by CARRIER for BROKER and that the terms of
this Agreement controls the relationship between the PARTIES. In no event shall any provisions of CARRIER tariff, terms and conditions, service
2
AGREED TO BY:_____________
guide, bill of lading, or relevant documentation substitute or apply to services provided under this Agreement. CARRIER shall transport all
shipments provided under this Agreement without delay, and all occurrences which would be probable or certain to cause delay MUST be
immediately communicated to BROKER by CARRIER. This Agreement does not grant CARRIER an exclusive right to perform any transportation
related services for BROKER or its Customer. CARRIER is in no way hired as an employee of BROKER, CARRIER is strictly a contracted
CARRIER. CARRIER is strictly prohibited from transferring part and/or all of the shipment from one trailer to another trailer without written preauthorization
from BROKER. CARRIER must confirm all pieces are loaded in accordance with the Load Confirmation, Addendum “A” labeled as
Load Confirmation. In the event CARRIER does not load all pieces as described in the load confirmation, BROKER will contract another carrier
at its own choosing and transport the remaining cargo solely at the CARRIER’S expense by reducing the amount from the load confirmation.
RECEIPTS AND BILLS OF LADING
Each shipment hereunder shall be evidenced by a bill of lading acceptable to BROKER naming CARRIER as the transporting carrier. The fact that
BROKER is named as a “carrier” upon any applicable bill of lading shall not affect its status as a property broker. Upon delivery of each shipment
made hereunder, CARRIER shall obtain a signed and dated BOL (Bill Of Lading) showing the kind and quantity of product delivered to the
consignee of such shipment at the destination specified by BROKER or the Customer, and CARRIER shall guarantee such receipt to be signed
with legible date and signature by the consignee. No terms, conditions and provisions of the bill of lading, manifest or other form of receipt or
contract shall apply to services provided under this Agreement. CARRIER’s failure to issue a bill of lading shall not affect its liability hereunder
and agrees to forfeit payment in its entirety. CARRIER shall notify BROKER immediately of any exception made on the bill of lading or delivery
receipt. BOL must be received from CARRIER to BROKER within 48 hours of delivery.
CARRIER OPERATIONS
CARRIER shall, at its sole cost and expense:
Furnish all equipment necessary or required for the performance of its obligations hereunder (the “Equipment”); pay all expenses related, in any
way, with the use and operation of the Equipment; and Maintain the Equipment in good repair, mechanical condition and appearance. CARRIER
shall utilize only competent, able and legally employed and licensed personnel in the performance of services hereunder. All such personnel must
be fully authorized to work in the United States, and they must have no prior criminal history. When hauling government loads drivers must be a
US Citizen. CARRIER shall have full control of such personnel. CARRIER shall be solely responsible for ensuring, and will ensure at CARRIER’s
cost and expense, that such personnel are fully qualified to perform services hereunder, and that such personnel have access to all locations in
which access is necessary to perform services under this Agreement. CARRIER shall perform the services hereunder as an independent contractor,
and assumes complete responsibility for all state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation,
unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the transportation
performed hereunder. CARRIER is not hired as an employee of BROKER. CARRIER shall be solely responsible for compliance with all provisions
of Applicable Law regarding over dimension and overweight loads. CARRIER shall be solely responsible for its day to day operations including, but
not limited to, setting appropriate routes to ensure that transportation of shipments is accomplished in accordance with all Applicable Laws and
to otherwise ensure shipments are not damaged in transit. CARRIER shall maintain appropriate security infrastructure to ensure the physical
security of shipments and Equipment handled under the terms of this Agreement.
RATES & PAYMENTS
CARRIER will electronically invoice BROKER with legibly dated and signed BOL and a copy of the signed Load Confirmation Agreement. BROKER
will pay the rates and charges set forth in the signed load confirmation for transportation services performed under this Agreement. CARRIER will
send electronic invoices to BROKER within 60 days of delivery. After 60 days of delivery, invoices are forfeited by CARRIER and will be accepted
as completed. CARRIER represents and warrants that there are no other applicable rates or charges except those established in this Agreement
or in the Load Confirmation Sheet entered in accordance with this Agreement. The Load Confirmation Agreement shall be signed by CARRIER
and returned before each shipment to which such Load Confirmation Agreement applies. The foregoing notwithstanding, if CARRIER fails to provide
a signed copy of the Load Confirmation Agreement, but nevertheless picks-up a load designated in a Load Confirmation Agreement provided by
BROKER, CARRIER’s act of picking up the load will evidence CARRIER’s consent to all terms of the Load Confirmation Agreement and CARRIER
will be bound thereby as if it has signed and agreed to the terms of the Load Confirmation Agreement. In the event service is provided and it is
subsequently discovered that there was no applicable or understood rate listed in the Load Confirmation Agreement, the PARTIES agree that the
rate paid by BROKER and collected by CARRIER shall be the agreed upon in writing prior to CARRIER loading any cargo or freight on behalf of
BROKER. Payment to CARRIER will be made within thirty (30) days upon BROKER’s receipt of CARRIER’s electronic invoice, dated and legibly
signed bill of lading with in and out times clearly recorded, and any other necessary original billing documents which will enable BROKER to
ascertain that service has been provided at the agreed upon charge. CARRIER’s failure to provide BROKER with the legible copy of the bill of
lading will result in CARRIER being held responsible for any and all revenues that are uncollected by BROKER because of CARRIER’s failure to
provide original supporting paperwork to BROKER. CARRIER agrees that BROKER has the exclusive right to handle all billing of freight charges
to the Customer for the transportation services provided herein, and, as such, CARRIER agrees to refrain from making any attempts to collect
compensation from the shipper, receiver, or the Customer unless BROKER notifies CARRIER that the Customer has not paid BROKER, in which
case, the CARRIER’s sole recourse will be against the Customer. CARRIER further agrees that BROKER has the discretionary right to offset any
3
AGREED TO BY:_____________
payments owed to CARRIER hereunder for liability incurred by CARRIER, including, but not limited to, not transporting freight as described in
load confirmation claims for freight, not using 8’ drop tarps, loss, damage, delay, or not electronically submitting invoicing. CARRIER shall submit
a legible copy of the proof of delivery with the freight bill via fax or email within 48 hours of the time in which CARRIER delivers the shipment that
is dated and signed by the CARRIER and the consignee. In the event of written damages upon BOL (Bill of Lading), CARRIER will send in original
BOL and/or upon request of BROKER. CARRIER shall electronically submit all freight bills within sixty (60) days of delivery or waive its right to
payment for services rendered with respect to such overdue invoice submissions. Regardless of whether the electronic freight bill is received within
sixty (60) days of delivery; CARRIER waives any and all right to payment if CARRIER does not submit the electronic freight bill with a legible copy
of the proof of delivery to BROKER within (2) days superseding the date of delivery; or if the Customer refuses BROKER’s invoice as untimely
filed where BROKER has submitted to the Customer within ten (10) days upon receipt of CARRIER’s electronic freight bill. Claims for undercharges
must be filed within 30 days of BROKER’s receipt of the electronic invoice giving rise to such undercharge claim. Assuming CARRIER has complied
with the foregoing invoicing obligations, CARRIER shall bring suit related to unpaid freight charges or undercharges within 3 months of the date
of delivery or its right to sue or otherwise seek payment shall be waived. All invoicing received in any other form than the requested electronic
formatting, i.e. by fax or mail will be subsequently charged a $45 (US funds) administrative processing fee. BROKER solely operates as a paperless
company. Invoicing submitted that is not computer generated will be rejected or denied. This includes all hand written invoicing and receipts. To
adhere to BROKERS paperless standards, BROKER only authorizes ACH (Automated Clearing House, bank processing time of 24-72 hours)
crediting on CARRIER payment(s). IF CARRIER denies authorizing ACH payments from BROKER, CARRIER will be charged a physical check
administration fee of $7.50 per check issued, fee will be debited from CARRIER Invoice amount.
WAIVER OF CARRIER’S LIEN
CARRIER shall not withhold any goods transported under this Agreement on account of any dispute as to rates or any alleged failure of BROKER
to pay charges incurred under this Agreement. CARRIER is relying upon the general credit of BROKER and hereby waives and releases all liens
which CARRIER might otherwise have to any goods of BROKER or its Customer in the possession or control of CARRIER.
FREIGHT LOSS, DAMAGE OR DELAY
Unless otherwise set forth in Appendix A, CARRIER shall have the sole and exclusive care, custody and control of the cargo tendered hereunder
from the time it is delivered to CARRIER for transportation until delivery to the consignee is completed and accompanied by the appropriate
receipts. CARRIER shall notify BROKER immediately in the event any such cargo is lost (including stolen), damaged or destroyed, or in the event
CARRIER becomes aware that applicable delivery schedules will not be met. CARRIER assumes sole liability of a motor carrier under the Carmack
Amendment as currently codified at 49 U.S.C. § 14706 for loss, delay, damage to or destruction of any and all goods or property tendered to
CARRIER pursuant to this Agreement from the time the shipment is tendered to CARRIER until delivery. CARRIER shall be solely liable for the
full invoice value of the cargo lost, damaged, delayed, or destroyed, as well as any additional costs or fees imposed upon BROKER by the cargo
claimant. No limitation of liability shall apply. CARRIER acknowledges and agrees that, except to the extent of any dispute with the provisions
herein, the provisions of 49 C.F.R. Part 370 will govern processing of cargo claims. CARRIER shall pay to BROKER, or allow BROKER to deduct
from the amount BROKER owes CARRIER, Customer’s full actual loss for the kind and quantity of any and all commodities lost, delayed, damaged
or destroyed. CARRIER shall fully assist BROKER in investigating any claim for cargo loss, damage, delay, or destruction. CARRIER waives any
and all right to salvage goods subject to this provision, as well as any/all right to claim an offset for the value of salvage. Exclusions from coverage
contained in CARRIER’s Cargo Insurance as required herein shall not affect CARRIER’s liability for freight loss, damage, or delay. CARRIER
agrees that it will look solely to BROKER for the payment of its charges and that it will not contact or pursue BROKER’s customers or the shipper
or consignee for payment of freight, accessorial or any other charges owed to CARRIER, unless otherwise agreed to in writing. CARRIER will
submit freight charges with a bill of lading within 60 days of delivery, and CARRIER will be paid by BROKER within 30 days of receipt of
electronically received, legibly dated and signed freight bill, original signed bill of lading, and/or signed delivery receipt. CARRIER will be solely
responsible for verifying piece counts at the time of pickup and delivery. Discrepancies will be reported immediately (prior to leaving the origin or
destination facility). Concealed damage or missing cartons must be noted on delivery receipt to release carrier from liability. Notations such as
STC (said to contain) and SWP (shrink wrap pallet) will not insulate CARRIER from liability in the event of a cargo claim. If temperature requirements
are not set forth on the shipping documents, CARRIER shall request instructions prior to transporting the shipment. BROKER and/or its customers
may reject any load as a total loss without any salvage if CARRIER fails to maintain and monitor temperature requirements en-route. CARRIER
agrees to ensure all temperature products are maintained as agreed to on the load confirmation and that the carrier is solely liable for all loss due
to CARRIER negligence such as running out of fuel, improper fueling of trailer or delivering cargo at temperatures not listed on load confirmation.
CARRIER agrees to provide cargo insurance in the amount listed in paragraph 10(c) and a minimum of $100,000 to compensate owner of property
in the event of loss or damage. CARRIER also agrees to provide a current certificate of cargo insurance with BROKER listed as the certificate
holder. In the event of a cargo claim, CARRIER will be solely liable for the full invoice value of the loss. CARRIER specifically agrees that all
freight tendered to it under this agreement shall be transported on equipment operated only under the authority of the CARRIER and shall not in
any manner sub contract, re-broker, or in any other form arrange for the freight to be transported by a third party. If CARRIER allows any third
party to transport or arrange for transport of the shipment herein, CARRIER will be solely responsible as if it transported the shipment directly,
and further, CARRIER waives any and all claim to payment related to shipments transported in violation of this provision. CARRIER will deliver
shipment on a non-revenue bill, and in no case will freight charges be disclosed to anyone other than BROKER. CARRIER will not pick up or
deliver cargo by using the load confirmation and agrees to only use the BOL provided. In the event no BOL is provided CARRIER will contact
4
AGREED TO BY:_____________
BROKER and request the BOL for transport. CARRIER will not transport or accept freight from the shipper or consignee of this shipment
contemplated herein for a period of eighteen (18) months. In the event CARRIER accepts freight from shipper or consignee whereas CARRIER
became first aware of shipper or consignee, CARRIER agrees to pay BROKER thirty five (35%) of gross revenues of shipment(s) hauled and for
their duration. CARRIER will consent to pick up shipment, and upon doing so CARRIER acknowledges and constitutes acceptance of the terms
and conditions outlined both herein and on the Load Confirmation. CARRIER agrees to acknowledge and respond to claims in accordance with 49
C.F.R. Part 370. Concealed damage claims reported to the CARRIER within 15 days of delivery will be treated as if notice of damage was inserted
on the bill of lading at delivery. CARRIER agrees to deliver freight and adhere to transit times requested herein. In the event of delay, CARRIER
will notify in writing of any anticipated service failures 24 hours in advance of the original delivery date erected. Service failures may be subject to
a rate deduction at BROKER discretion. The venue and jurisdiction for any dispute arising from this agreement and/or relationship between other
parties to this agreement, including but not limited to disputes over individual shipments, shall be brought in the courts serving Kitsap County in
Port Orchard, Washington.
FOOD / GROCERY
For shipments of goods comprised of food or food products, the following additional terms shall also apply:
CARRIER shall use only trailers or other vehicles which have not been used to transport refuse, garbage, or solid/liquid waste of any kind
whatsoever, whether hazardous or non-hazardous. CARRIER shall comply with all applicable laws and regulations pertaining to transportation of
food and food related products at all times. CARRIER assures that vehicle and delivery trailer doors shall continuously be sealed and locked when
not in use, and trailer doors shall have a bolt seal that matches the seal number recorded on the bill of lading. If the equipment does not
accommodate bolt seals then the shipper shall use other seals and CARRIER agrees to ensure seal number is correctly written on the BOL.
CARRIER agrees not to break the seal at any time once seal is locked and during transport. CARRIER agrees that shipper, customer or receiver
can break the seal but must approved by BROKER in writing and notated on the BOL along with new seal number when applicable. CARRIER
assures that drivers shall be required to minimize stops en-route. Line haul movements that originate with a supplier and have several destination
points shall require a new seal between each stop and will be recorded as such on the BOL. In the event CARRIER needs/must stop in route,
CARRIER agrees to stop in secured area and assures the safety of cargo at all times. CARRIER shall provide and require personnel security
training at least semiannually, which shall emphasize employee responsibility to securely lock all immobile trailers, verify seal numbers on shipping
documents, and immediately notify CARRIER’s dispatch department and hold both trailer and shipment for further instruction from BROKER
upon event of any of the following:
a) The seal on a trailer shows signs of tampering.
b) A case shows signs of being opened and resealed.
c) No seal is in place and no documentation is available or does not match seal.
d) DOT enforcement of load weight compliance requires that a seal be broken.
CARRIER acknowledges that consignee may reject any trailer, shipment or case in possession of the CARRIER when seal is not intact, shows
evidence of tampering, temperature variances other than listed on load confirmation or reflects any variance within seal-to-document identification.
CARRIER understands that any rejected load shall be destroyed in accordance with the shipper’s specific instructions, on a load by load basis.
CARRIER shall be held solely liable for losses associated with transportation loss/cost of goods, and disposal due to failure to observe the terms
of this confirmation contemplated herein, and in this existing Agreement between CARRIER and BROKER. CARRIER understands that all handling
& accessorial charges related to each shipment must be reported to BROKER immediately (prior to occurrences and prior to leaving the origin or
destination facility). CARRIER agrees to have in and out times listed on the BOL and to have shipper, customer or consignee sign BOL agreeing
to times in and out of all facilities. Failure to do so will result in non-payment at BROKER discretion. CARRIER shall defend, hold harmless and
indemnify BROKER for any loss, damage, claims, demands or suits caused by or resulting from CARRIER negligence, acts or omissions, or failure
to observe and/or enforce any of the duties and responsibilities set forth in this confirmation contemplated herein, and in this existing Agreement
between CARRIER and BROKER. To the fullest extent allowed by law, CARRIER shall indemnify, defend and hold harmless BROKER, its agents,
officers, directors, employees, customers, shippers, consignee’s or loading facilities from and against any and all liability, loss cost, or claims by
third parties that directly arise from CARRIER performance or failure to perform services under this confirmation contemplated herein, and in this
existing Agreement between CARRIER and BROKER with the exception to the extent arising out of, or resulting from the gross negligence of
BROKER, its members, agents or employees, customers, shippers, consignee’s or loading facilities. CARRIER agrees to comply with any and all
varying dispute resolutions protocol set forth by BROKER’s customers.
INSURANCE
CARRIER shall procure and maintain, at its sole cost and expense, the following insurance coverages: Public liability and property damage (“AL”)
insurance covering all owned, non-owned, and hired vehicles (including any trailers provided by BROKER or its Customer as addressed below)
with a reputable and financially responsible insurance company insuring CARRIER in an amount not less than $1,000,000.00 (U.S. Dollars) per
occurrence, or such larger amount as required by applicable law. Commercial General Liability (“CGL”) insurance covering the transportation of
shipments and other operations under this Agreement, in an amount not less than $1,000,000.00 (U.S. Dollars) per occurrence; such insurance
shall also cover CARRIER contractual liability under this Agreement. All Risk Broad Form Motor Truck Cargo Legal Liability (“Cargo”) insurance
in an amount not less than $100,000.00 (U.S. Dollars) per occurrence; the coverage provided under the policy shall have no exclusions or
5
AGREED TO BY:_____________
restrictions of any type that would foreseeably preclude coverage relating to cargo claims including, but not limited to, exclusions for unattended
or unattached trailers, theft, commodities transported under this Agreement, refrigerator breakdown or lack of refrigerator fuel. Statutory Workers’
Compensation Insurance coverage shall be provided in such amounts and in such form as required by applicable state law. All insurance policies
required by this Agreement shall, as applicable, be primary and shall waive subrogation and contribution against BROKER. CARRIER shall furnish
to BROKER written certificates obtained from the insurance producer showing that such insurance has been procured, is being properly maintained,
displays the expiration date, and specifies that written notice of cancellation or modification of the policies shall be given to BROKER at least
thirty (30) days prior to such cancellation or modification. In addition, BROKER shall be named as an additional insured on CARRIER CGL and
AL policies, and as a loss payee on the Cargo policy as evidenced by an endorsement on the certificates of insurance. Upon request of BROKER
or its designated insurance consultant, CARRIER shall provide BROKER or its Customer with copies of the applicable insurance policies.
USE OF BROKER’S TRAILER(S) BY CARRIER
In the event that CARRIER utilizes a trailer, container, chassis or other equipment owned by or leased to BROKER or its Customer, or otherwise
provided to CARRIER by BROKER or its Customer “trailer(s)” for the performance of the services contemplated hereunder, CARRIER shall be
solely liable for any damage to trailers, destruction of trailers, theft from trailers, theft of any contents of trailers, and for any claims for bodily
injury (including death) or property damage caused by any trailer(s) regardless of whether such damage, injury, destruction, or theft is caused or
occurs while the trailer is attached or unattached to any power unit operated by CARRIER, except to the extent such damage, destruction, or
theft is caused by the negligence, recklessness, or willful misconduct of BROKER or the Customer. The initial burden of proving such damage,
injury, destruction, or theft as the result of the negligence, recklessness, or willful misconduct of BROKER or the Customer in any proceeding
brought pursuant to this Agreement shall rest on CARRIER. In the event that applicable state law does not allow waiver of liability to the extent
contained in this provision, the PARTIES expressly agree that BROKER’s and Customer’s liability will be waived to the fullest extent allowed by
applicable state law. In no event will any such trailer be used for any purpose other than performing services hereunder, and in no event will
CARRIER allow any third party or any power unit not operating under CARRIER’s for-hire motor carrier authority to operate any such trailer,
unless expressly authorized to do so in writing, in which written notice must be specific to the movement at issue. CARRIER ACKNOWLEDGES
AND AGREES THAT NEITHER BROKER NOR THE CUSTOMER MAKE ANY WARRANTIES, WHETHER EXPRESSED OR IMPLIED,
REGARDING THE TRAILER, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR
PARTICULAR USE.
INDEMNITY
CARRIER shall defend, indemnify, and hold BROKER and its employees, contractors, agents, shippers, customers harmless from and against all
loss, liability, damage, claim, fine, cost or expense, including reasonable attorney’s fees, arising out of or in any way related to the performance
or breach of this Agreement by CARRIER, its employees or independent contractors working for CARRIER (collectively, the “Claims”), including,
but not limited to, Claims for or related to personal injury (including death), property damage and CARRIER’s possession, use, maintenance,
custody or operation of the equipment; provided, however, that CARRIER’s indemnification and ‘hold harmless’ obligations under this paragraph
will not apply to the prorated extent that any Claim is attributable to the negligence or other wrongful conduct of BROKER or its Customers.
CARRIER’s liability for cargo loss or damage under this provision is limited to the liability and amounts set forth in Paragraph 8.
CONFIDENTIALITY AND NON-SOLICITATION
Unless otherwise set forth in Appendix A, neither party may disclose the terms of this Agreement to a third party without the written consent of
the other party except as required by law or regulation; (2) disclosure is made to its parent, subsidiary or affiliate company; or (3) to facilitate
rating or auditing of transportation charges by an authorized agent and such agent agrees to keep the terms of the Agreement confidential.
CARRIER will not accept traffic, either directly or indirectly, from any shipper, consignor, consignee, or customer of BROKER where: (1) the
availability of such traffic first became known to CARRIER as a result of BROKER’s efforts; or (2) the traffic of the shipper, consignor, consignee
or customer of BROKER was first tendered to CARRIER by BROKER. If CARRIER breaches this Agreement and moves shipments obtained from
such parties during the term of this Agreement without utilizing the services of BROKER, CARRIER shall be obligated to pay BROKER, for a
period of twenty four (24) months thereafter, commissions in the amount of thirty-five percent (35%) of the gross transportation revenue resulting
from traffic transported in violation of this provision, and CARRIER shall provide BROKER with all documentation requested by BROKER to verify
such transportation revenue. CARRIER shall not utilize BROKER’s or its Customers’ name or identity in any advertising or promotional
communications without written confirmation of BROKER consent.
SUB-CONTRACT PROHIBITION

CARRIER specifically agrees that all freight tendered by BROKER shall be transported on equipment operated only under the authority of
CARRIER, and that CARRIER shall not in any manner sub-contract, broker, or in any other form arrange for the freight to be transported by a
third party without the prior written consent of BROKER. In the event that CARRIER breaches this provision, CARRIER shall remain directly
liable to BROKER as if CARRIER transported such freight under its own authority in accordance with this provision, and shall further hold harmless
and indemnify BROKER from any and all loss, liability, damage, claim, fine, cost or expense, including reasonable attorney’s fees, arising out of
or in any way related to the use of any subcontractor in violation of this provision regardless of whether arising from the conduct or omissions of
6
AGREED TO BY:_____________
CARRIER, the subcontractor, or any other third party. The foregoing notwithstanding, if CARRIER breaches this provision, CARRIER waives any
and all right to payment for the load tendered in violation of this provision.
BROKER’S RECORDS

To the extent allowable under applicable law, CARRIER hereby waives its right to obtain copies of BROKER’s records as provided within 49
C.F.R. Part 371. Notwithstanding the foregoing, to the extent that CARRIER obtains records set forth in 49 C.F.R. § 371.3 by any means
whatsoever, CARRIER agrees to refrain from utilizing such records in negotiating for the provision of services with any third party, including but
not limited to existing customers of BROKER. CARRIER further agrees and understands that all such records comprise BROKER’s confidential
information and trade-secrets. Nothing in this section is intended to relieve CARRIER of any other obligations imposed by this Agreement, or to
limit any rights of BROKER to enforce such obligations.

ASSIGNMENT/MODIFICATION/BENEFIT OF AGREEMENT
This Agreement may not be assigned or transferred in whole or in part by CARRIER absent the prior written consent of BROKER, and supersedes
all other agreements and all tariffs, rates, classifications and schedules published, filed or otherwise maintained by CARRIER. This Agreement shall
be binding upon and inure to the benefit of the parties hereto.
SEVERABILITY – In the event that the operation of any portion of this Agreement results in a violation of any law, the parties agree that such
portion shall be severable and that the remaining provisions of this Agreement shall continue in full force and effect.

WAIVER – CARRIER and BROKER expressly waive any and all rights and remedies allowed under 49 U.S.C. § 14101 to the extent that such
rights and remedies conflict with this Agreement. Failure of BROKER to insist upon CARRIER’s performance under this Agreement or to exercise
any right or privilege arising hereunder shall not be a waiver of any BROKER’s rights or privileges herein.
DISPUTE RESOLUTION – This Agreement shall be deemed to have been drawn in accordance with the statutes and laws of the state of
Washington. In the event of any disagreement or dispute, the laws of Washington State shall apply. All such disagreements or disputes shall be
submitted to the Superior Court of Kitsap County in Port Orchard, WA and the PARTIES hereby agree to the exclusive jurisdiction of the courts
located in Port Orchard, Washington.

COMPLETE AGREEMENT
This Agreement constitutes the entire agreement of the Parties with reference to the subject matters herein, and may not be changed, waived, or
modified except in writing signed by both Parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in
their respective names by their duly authorized representatives as of the date first above written.
SIGNATURES
BROKER: CARRIER:
WEST COAST CARRIERS LLC ___________________________________________________________________________
Print Name and Position: Print Name and Position (Office of Company):
BRIAN SCHUSTER – PRESIDENT – CEO ___________________________________________________________________________
Sign and date: Sign and date by Officer of the Company:
_________________________________________________________ ____________________________________________________________________________
On this __________________day of_________, 20_____ On this______________________ day of __________, 20_____
Address: 4280 SE MILE HILL DR. STE 206 Physical Address:____________________________________________________
PORT ORCHARD, WA 98366 ____________________________________________________
Phone #: (360) 876-5568 Phone #:________________________________________________________________
Fax #: (360) 876-7143 Cell Phone #:__________________________________________________________
Email:____________________________________________________________________
Fax #:____________________________________________________________________
TAX ID #: