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Sign Broker / Carrier Agreement
BROKER - CARRIER AGREEMENT
This Agreement is entered into this __27___ day of _______November_____, 2020, by and between Best Logistics, LLC ("BROKER"),
aRegistered Property Broker, MC-187921;Best Specialized Logistics, LLC (“BROKER”), a registered Property Broker, MC-
416504; and ________
__________, a Registered Motor Carrier, Permit/Certificate No.
______ and MC-____
_____("CARRIER"); collectively, the "Parties" and each a “Party.” ("Registered" means
operated underauthority issued by the Federal Motor Carrier Safety Administration (or its predecessors) within the U.S.
Department of Transportation).
1. CARRIER REPRESENTS AND WARRANTS THAT IT:
A. Is a Registered Motor Carrier of Property authorized to provide transportation of property under contracts with shippers
and receivers and/or brokers of general commodities.
B. Shall transport the property, under its own operating authority and subject to the terms of this Agreement
C. Makes the representations herein for the purpose of inducing BROKER to enter into this Agreement.
D. Agrees that a shipper’s insertion of BROKER’s name as the carrier on a bill of lading shall be for the shipper’s
convenience only and shall not change BROKER’s status as a property broker nor CARRIER’s status as a motor carrier.
E. Will not re-broker, co-broker, subcontract, assign, interline, or transfer the transportation of shipments hereunder to any
other persons or entity conducting business under a different operating authority, without prior written consent of
BROKER. If CARRIER breaches this provision, BROKER shall, without notice to CARRIER, have the right to pay the
monies which would be due to CARRIER for any such shipments directly to the carrier delivering such shipments, in
lieu of payment to CARRIER. Upon BROKER’s payment to delivering carrier, CARRIER shall not be released from
any liability to BROKER under this Agreement. The indemnity obligations in Paragraph 1.I below shall apply to and
cover any liability, claim, action, damage, cost or expense, including attorneys’ fees, of or against BROKER under this
Paragraph and CARRIER will be liable for any consequential damages of BROKER caused by CARRIER’sviolation of
F. Is in, and shall maintain in 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: transportation of Hazardous Materials
(including the licensing and training of Haz-Mat 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; security regulations; owner/operator
lease regulations, including the Truth in Leasing Act; loading and securement of freight regulations; implementation
and maintenance of driver safety regulations including, but not limited to, those relating to hiring, retention, controlled
substances and alcohol testing, and hours of service regulations and also any and all wage and hour laws and regulations
and wage payment laws and regulations; sanitation, temperature, and contamination requirements for transporting food,
perishable, and other products; qualification, licensing, testing 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, the performance of its drivers and the hiring, retaining, controlling and compensation of drivers; and all
applicable insurance laws and regulations including but not limited to workers’ compensation.
G. Is solely responsible for any and all management, governing, discipline, direction and control of its employees,
owner/operators, drivers, and equipment with respect to operating within all applicable federal and state legal and
regulatory requirements to ensure the safe operation of CARRIERS vehicles, drivers and facilities. CARRIER and
BROKER agree that safe and legal operation of 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. In no event will CARRIER’s drivers or employees be considered the
employees or agents of BROKER or will BROKER be considered a joint employer of CARRIER’s drivers or
employees. BROKER shall have no liability relating to those drivers or employees and CARRIER agrees that the
indemnity obligations of Paragraph 1.I. below will apply to and cover any liability, claim, action, damage, cost or
expense, including attorneys’ fees, relating to CARRIER’s drivers and employees and/or CARRIER’s relationship with
those drivers and employees.
H. 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 of CARRIER, and/or any insurance required
hereunder is threatened or scheduled to be or is terminated, cancelled, suspended, or revoked for any reason.
I. Shall defend, indemnify and hold BROKER and its shipper customers harmless from any liability, claim, action,
damage, cost or expense, including attorneys’ fees, arising out of its performance under this Agreement, including cargo
loss, damage and theft, delay, damage to property, and personal injury or death, including to CARRIER’s drivers or
employees and including any liability, claim, action, damage, cost or expense, including attorneys’ fees. Neither Party
shall be liable to the other Party for any liability, claim, action, damage,cost, or expense, including attorneys’ fees,due to
the negligent or intentional act of the other Party, or the shipper. The obligation to defend shall include all costs of
defense, including attorneys’ fees, cost, and expenses as they accrue.
i. Except for CARRIER’s liability under Paragraphs 1.E, F and G, unless otherwise agreed in writing, the Parties’
indemnity obligations shall be subject to the insurance coverage and monetary insurance limits referred to in
Subparagraph 3. D.
This paragraph shall survive the expiration or earlier termination of this Agreement.
J. Does not have an “Unsatisfactory” or “Conditional” safety rating issued by the Federal Motor Carrier Safety
Administration (FMCSA), U.S. Department of Transportation, and will notify BROKER in writing immediately if its
safety rating is changed to “Unsatisfactory” or “Conditional”. CARRIER authorizes BROKER to invoice
CARRIER’s freight charges to shipper, consignee, or third parties responsible for payment.
K. Has investigated, monitors, and agrees to conduct business hereunder based on the creditworthiness of BROKER and is
granting BROKER credit terms accordingly.
L. On behalf of shipper, consignee and BROKER interests, to the extent that any shipments subject to this Agreement are
transported within the State of California on refrigerated equipment, CARRIER warrants that it shall only utilize
equipment which is in full compliance with the California Air Resources Board (ARB) TRU ACTM in-use regulations,
and/or any other current California law or regulation which is applicable to CARRIER.
M. Shall be liable to BROKER for any penalties, or any other liability, imposed on, or assumed by BROKER due to
penalties imposed on BROKER or BROKER’s customer because of CARRIER's use of non-compliant equipment, and
the indemnity obligations of Paragraph 1.I. shall apply to CARRIER’s acts or omissions in that regard.
2. BROKER RESPONSIBILITIES:
A. SHIPMENTS, BILLING & RATES: BROKER shall offer CARRIER at least one (1) load/shipment annually.
BROKER shall inform CARRIER of; place of origin and destination of all shipments, and if applicable, any special
shipping and handling instructions, special equipment requirements, or value of shipments in excess of the amount
specified in Paragraph3C(vi) below, of which BROKER has been timely notified.
B. BROKER shall conduct all billing services to shippers, consignees, or other parties responsible for payment. CARRIER
shall be compensated for services performed under this Agreement in accordance with the rates and charges set out in
BROKER’s Load Confirmation Sheets/dispatch sheets (“Load Confirmation Sheets”) as mutually agreed in writing, by
fax or by electronic signature. All such Load Confirmation Sheets are incorporated into this Agreement by this
reference. CARRIER shall invoice BROKER only at the rates and charges contained in the applicable Load
Confirmation Sheet. Additional rates for truckload or LTL shipments, or modifications or amendments to the above-
referenced rates, or additional rates, may be established in BROKER’s sole discretion to meet changing market
conditions, shipper requirements, BROKER requirements, and/or specific shipping schedules as mutually agreed upon,
and shall be confirmed in writing (or by fax, email, or electronic means) by both Parties. Any such additional, modified,
or amended rates, changes in rates or other listed changes shall automatically be incorporated herein by this reference
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, tariff rates, released
rates or values, or tariff rules or circulars, shall only be valid when their terms are specifically agreed to in a writing
signed by both Parties.
D. PAYMENT: The Parties agree that BROKER is the sole party responsible for payment of CARRIER's charges. Failure
of BROKER to collect payment from its customer shall not exonerate BROKER of its obligation to pay
CARRIER.BROKER agrees to pay CARRIER's invoice within
days of receipt by BROKER of the bill of lading or
proof of delivery, provided CARRIER (i) has not elected, and the Parties have not agreed to, other payment terms in
writing and/or (ii) is not in default under the terms of this Agreement. If BROKER has not paid CARRIER's invoice as
agreed, and CARRIER has complied with the terms of this Agreement, CARRIER may seek payment from the shipper
or other party responsible for payment after giving BROKER thirty (30) business days advance written notice.
CARRIER shall not seek payment from shipper, consignees, or third parties, if they can prove payment to BROKER.
E. BOND: BROKER shall maintain a surety bond /trust fund as agreed to in the amount of $75,000 and on file with the
Federal Motor Carrier Safety Administration (FMCSA) in the form and amount not less than that required by that
F. BROKER will notify CARRIER 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 or scheduled to be or is terminated, cancelled, suspended, or revoked for any reason.
G. BROKER’s responsibility is limited to arranging for, but not actually performing, transportation of a shipper’s freight.
3. CARRIER RESPONSIBILITIES:
: Subject to its representations and warranties in Paragraph 1 above, CARRIER agrees to provide the
necessary equipment and qualified personnel and workers for completion of the transportation services required for
BROKER and/or its customers. 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 all
shipments will be transported and delivered with reasonable dispatch, or as otherwise agreed in writing.
B. BILLS OF LADING: CARRIER shall sign a bill of lading, produced by shipper or CARRIER in compliance with 49
C.F.R. §373.101 (and any amendments thereto), for the property 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 which responsibility/liability shall continue until delivery of the
shipment to the consignee and the consignee signs the bill of lading or delivery receipt. Any terms of the bill of lading
(including but not limited to payment and credit terms, released rates, or released value) inconsistent with the terms of
this Agreement shall be ineffective. Failure to issue a bill of lading or signed a bill of lading acknowledging receipt of
the cargo, by CARRIER, shall not affect the liability of CARRIER.
C. LOSS & DAMAGE CLAIMS:
i. CARRIER shall comply with 49 C.F.R. §370.1 et seq. and any amendments thereto and/or any other applicable
regulations adopted by the Federal Motor Carrier Safety Administration, U.S. Department of Transportation, or any
applicable state regulatory agency, for processing all loss and damage claims and salvage and
ii. CARRIER’s liability for any cargo damage, loss, or theft from any cause shall be determined under the Carmack
Amendment, 49 U.S.C. §14706; and
iii. Special Damages: CARRIER’s indemnification obligations under Paragraph 1.I for freight loss, damage and theft
claims, including under Sub-paragraph3.C ii, shall include costs, expenses and attorneys’ fees which shall constitute
special damages, the risk of which is expressly assumed by CARRIER, and which shall not be limited in any way by
Sub-paragraph3.C. ii above.
iv. Except as provided in Paragraph 1.E, Fand Gabove, neither Party shall be liable to the other for consequential
damages without prior written notification of the risk of loss and its approximate financial amount, and agreement
by the Party to assume such responsibility in writing.
v. Notwithstanding the terms of 49 CFR 370.9, CARRIER shall pay, decline or make a settlement offer in writing on
all cargo loss claims or damage claims made in relation to this Agreement within ninety (90) days of receipt of the
claim. Failure of CARRIER to pay, decline or offer a settlement within this ninety (90) day period shall be deemed
an admission by CARRIER of full liability for the amount claimed and a material breach of this Agreement.
vi. CARRIER’s liability for cargo damage, loss, or theft from any cause for any one shipment, under Sub-paragraph3.C.
ii above shall not exceed the amount to which they are insured at a minimum of $100,000.00,unless CARRIER is
notified by BROKER or shipper of the increased valueof the shipment prior to shipment pick up, in which event
CARRIER shall be liable for the full value of such shipment.
vii. Since some of BROKER’s customer’s cargo includes consumable products, if the trailer arrives at the delivery
location without the original seal intact, BROKER, on behalf of its customer, has the right to refuse the cargo and/or
re-consign that cargo to an outside warehouse where the load will be stored in isolation for quarantine and
inspection. If this procedure is not followed, CARRIER shall be liable for any liability, claim, action, damage, cost,
and expense, including attorneys’ fees, and CARRIER’s indemnity obligationsunder Paragraph 1.I shall apply to
CARRIER’s acts or omissions in that regard.
viii. With respect to transportation of food that is subject to regulations of the Food and Drug Administration (“FDA”)
codified at 21 C.F.R. Part 1.900, CARRIER shall comply with such regulations regardless of whether they apply to
CARRIER by force of law, and CARRIER shall be responsible for the safety and sufficiency of all items used in the
transportation of the goods, including all vehicles and transportation equipment as defined in such regulations.
CARRIER is responsible for all sanitary conditions during transport. CARRIER must confirm the vehicle and
transportation equipment is in appropriate physical condition to transport the goods tendered, and any such
equipment must be dry, leak proof, free of harmful or offensive odor, free from pest infestation and free from
evidence of prior cargo that could render the shipment unsafe.
ix. CARRIER agrees to transport and deliver specified goods for and on behalf of various customers, including both
truckload and/or less-than-truckload shipments, in accordance with the shipping instructions issued to CARRIER by
BROKER, including, but not limited to, compliance with requirements related to transportation of temperature
controlled shipments. Without in any way limiting the generality of the foregoing, CARRIER shall ensure that any
shipments requiring controlled temperature transit are maintained at all times within required temperature ranges.
Unless goods are loaded prior to CARRIER’s arrival, the service involves dropping a fully loaded trailer at the
consignee location for subsequent unloading, or CARRIER’s personnel are otherwise not allowed to participate in
loading or unloading, CARRIER’s driver is responsible for the loading and/or unloading of all goods tendered to it
by BROKER under the terms and conditions of this Agreement. In all instances where CARRIER is not required to
load or unload said shipments, CARRIER shall have the duty to determine that each shipment is properly loaded.
CARRIER’s acceptance of any shipment or CARRIER’s signature on the bill of lading shall be
of receipt of goods in good order and condition unless otherwise noted upon the face of the bill of lading.
x. The limitations of liability for cargo loss and damage as well as other liabilities, arising out of the transportation of
shipments, which originate outside the United States of America, may be subject to the laws of the country of
D. INSURANCE: CARRIER shall furnish BROKER with Certificate(s) of Insurance, or insurance policies providing thirty
(30) days advance written notice of cancellation, modification of coverage or termination, and unless otherwise agreed,
subject to the following minimum limits: General liability $1,000,000.00; motor vehicle (including hired and non-
$1,000,000.00, ($5,000,000 if transporting hazardous materials including environmental damages due
to release or discharge of hazardous substances); cargo damage/loss/theft, $100,000.00; workers’ compensation with
limits required by law. Except for the higher coverage limits which may be specified above, the insurance policies shall
comply with minimum requirements of the Federal Motor Carrier Safety Administration and any other applicable
regulatory state agency. Nothing in this Agreement shall be construed to avoid or limit CARRIER’s liability due to any
exclusion or deductible in any insurance policy.
E. ASSIGNMENT OF RIGHTS: CARRIER automatically assigns to BROKER all its rights to collect freight charges from
shipper or any responsible third party on receipt of payment of its freight charges from BROKER.
F. 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, social security, and all
other employment related taxes, fees or payments 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 or other 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 pursuant to the terms of Paragraph 1.I.
A. INDEPENDENT CONTRACTOR: It is understood and agreed that the relationship between BROKER and CARRIER
is that of independent contractor. None of the terms of this Agreement, or any act or omission of either Party shall be
construed for any purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, joint-employer, or
employer/employee relationship between the Parties. CARRIER shall provide the sole supervision and shall have
exclusive control over the operations of its employees, drivers, contractors, subcontractors, agents, as well as all
vehicles and equipment used to perform its transportation services hereunder. BROKER has no right to discipline or
direct the performance of any employees, drivers, contractors, subcontractors, or agents of CARRIER. CARRIER
represents and agrees that at no time and for no purpose shall it represent to any party that it is anything other than an
independent contractor in its relationship to BROKER.
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 Part (b), Subtitle IV, of Title 49 U.S.C. (ICC Termination Act of 1995), the Parties
expressly waive any or all rights and remedies they may have under the Act.
D. DISPUTES: In the event of any dispute arising out of this Agreement, including but not limited to Federal or State
statutory claims, the Party's sole recourse shall be to arbitration, except as otherwise provided below. Proceedings shall
be conducted by a mutually agreed upon single arbitrator,or if no agreement, then by an arbitrator selected in
BROKER’s sole discretion.During the course of the Arbitration, costs and expenses of the Arbitration and all related
arbitration administration costs and expenses, including fees, costs and expenses of the arbitrator, will be borne equally
by the parties; provided that each party will be solely responsible for its own costs and expenses. Arbitration
proceedings shall be started within eighteen (18) months from the date of delivery or scheduled date of delivery of the
freightfor the shipment involved in the dispute, whichever is later. The decision of the arbitrator shall be binding and
final and the award of the arbitrator may be entered as a judgment in any court of competent jurisdiction. The rationale
and reasoning of the decision of the arbitrator shall be fully explained in a written opinion. The prevailing party shall be
entitled to recovery of costs, expenses including the costs and expenses of the Arbitration and any related arbitration
administrative expenses and attorneys’ fees, including those incurred in the event further legal action is taken to enforce,
vacate or overturn the award of the arbitrator. Unless preempted or controlled by federal transportation law and
regulations, the laws of the State of North Carolina shall be controlling notwithstanding applicable conflicts of laws
rules. Any arbitration under this Paragraph shall take place in Forsyth County, North Carolina. Notwithstanding this
Paragraph 4.D.,(i) BROKER may seek injunctive relief for a violation by CARRIER of Paragraph 4.Eand (ii) either
party may seek injunctive relief for a violation by a Party of Paragraph 4.E. and 4.F, in any state court located in Forsyth
County, North Carolina or the federal court having jurisdiction over that county. This Paragraph 4.D. shall also not be
applicable to, or prevent, a Party’s enforcement of the award of the arbitrator in any such court.
E. NO BACK SOLICITATION: (i) During the term of this Agreement and for a period of twelve (12) months after the
termination of the Agreement, CARRIER shall not directly or indirectly solicit shipments , accept shipments, or
transport or otherwise provide transportation services for any shipments for any shipper, consignor, consignee or other
customer of BROKER where: (a) the availability of such shipments first became known to CARRIER as a result of
BROKER’s efforts or as a result of CARRIER’s business relationship with BROKER or (b) shipments of the shipper,
consignor, consignee or other customer of BROKER were first tendered to CARRIER by BROKER. Transportation of
shipments or freight hereunder by CARRIER shall be conclusive evidence of CARRIER’s solicitation, acceptanceand
the performance of transportation service to and for such shipper, consignor, consignee or other customer of BROKER.
(ii) In the event of a breach of this provision by CARRIER, BROKER shall be entitled to a commission of twenty
percent (20%) of the gross transportation revenue (as evidenced by freight bills or invoices) received by CARRIER for
the transportation of freight or shipments in violation of this Paragraph,as liquidated damages. The Parties agree that this
amount of liquidated damages is a reasonable estimate of the damage BROKER will sufferas a result of CARRIER’s
violation of this Paragraph and is not considered or imposed as a penalty on CARRIER.
(iii) In the event of violation of this Paragraph, the Parties agree that BROKER’s remedy at law, including monetary
damages, would be inadequate and that BROKER shall be entitled, in addition to any other remedy BROKER may have,
to an injunction restraining CARRIER from further violation of this paragraph 4.E, in which case CARRIER shall be
liable for all costs and expenses incurred by BROKER in successfully seeking injunctive relief, including but not limited
to attorneys’ fees, including any appeals.
i. In addition to Confidential Information protected by law, statute, or otherwise, the Parties agree that all of their
financial and 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,
as well as individual customer information, customer shipping or other logistics requirements shared or learned
between the Parties and their customers and any and all information provided to or reviewed by CARRIER pursuant
to 49 C.F.R. ¶371.3 (the “CFR”),shall be treated as Confidential, and shall not be disclosed or used for any reason
other than performance underthis Agreement,without prior written consent. Notwithstanding any other provision in
this Agreement, the Parties specifically agree that BROKER, in complying with the CFR, will have no obligation to
disclose or provide to CARRIER, BROKER’s rates or charges to shippers or customers and that such rates and
charges will not be disclosed or provided to CARRIER for purposes of BROKER complying with the CFR or for
any other reason whatsoever.
ii. In the event of violation of this Paragraph, the Parties agree that a Party’s remedy at law, including monetary
damages, would 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 prevailing
Party shall receive from the non-prevailing Party all costs and expenses incurred in such action, including but not
limited to attorneys’ fees, including any appeals.
G. MODIFICATION OF AGREEMENT: This Agreement may not be amended or modified, except by mutual written
agreement signed by the Parties, or through the procedures set forth in Paragraphs 2.B and 2.C. above.
i. All notices provided or required by this Agreement, shall be made in writing and delivered, return receipt requested,
to the addresses shown herein with postage prepaid; or by sending by express delivery with written confirmation of
delivery; or by confirmed (electronically acknowledged on paper) fax, or by email with electronic receipt, and shall
be considered received by a Party upon mailing, express delivery, faxing or e-mailing by the other Party.
ii. The Parties shall promptly notify each other of any claim that is asserted against either of them by any person or
entity arising out of the Parties performance of this Agreement.
iii. 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.
I. CONTRACT TERM: The term of this Agreement shall be one (1) year from the date hereof and thereafter it shall
automatically be renewed for successive one (1) year periods, unless terminated, upon thirty (30) day's prior written
notice, with or without cause and for any reason or no reason, by either Party prior to the expiration of the applicable
term. Notwithstanding the foregoing, either Party may terminate this Agreement at any time without cause and for any
reason or no reason by giving the other Party thirty (30) days’ written notice of such termination. In the event of
termination of this Agreement, the Parties shall be obligated to complete performance of any work in progress in
accordance with the terms of this Agreement.
J. SEVERANCE: SURVIVAL: In the event any of the terms of this Agreement are determined to be invalid or
unenforceable, no other terms 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.
K. COUNTERPARTS: This Agreement may be executed in two (2) or more counterparts whichwhen taken together will
constitute a single legal document. Faxed or e-mailed signatures shall be considered the original and authorized
signature of a Party. This Agreement, including any Load Confirmation Sheets, may be executed by electronic
signatures and such signatures will be deemed to bind each Party as if they were originals.
L. FAX CONSENT: The Parties to this Agreement are authorized to fax to each other at the numbers shown herein, or to
email to each other at the email addresses shown herein (or otherwise modified in writing from time to time) shipment
availabilities, equipment and rate promotions, or any advertisements of new services.
M. FORCE MAJEURE. In the event that either Party is prevented from performing its obligations under this Agreement
because of an occurrence beyond its control and arising without its fault or negligence, including without limitation,
war, riots, rebellion, acts of God, acts of lawful authorities, fire, strikes, lockouts or other labor disputes, acts of
terrorism, disease, viruses, epidemics and pandemics, such failures to perform (except for any payments due hereunder)
shall be excused for the duration of such occurrence. Economic hardships, including, but not limited to, recession and
depression, shall not constitute Force Majeure events.
N. ENTIRE AGREEMENT: Unless otherwise agreed in writing, this Agreement, including the Load Confirmation Sheets
incorporated herein, 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, including the Load Confirmation Sheets incorporated herein, 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. This paragraph shall not have an impact
on or apply to the procedures set forth in Paragraphs 2.B and 2.C above.
IN WITNESS WHEREOF, we have signed this Agreement the date and year first shown above.
David Reich III
VP of Sales/Logistics
829 Graves Street
Kernersville, NC 27408
800-299-4787 x 1084
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