Broker Carrier Agreement.
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 and holds all
necessary, appropriate, and valid U.S. Motor Carrier permits.
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, assign or interline the shipments hereunder, without prior written consent of
BROKER. If CARRIER breaches this provision, BROKER shall have the right of paying the monies it
owes CARRIER directly to the delivering carrier, 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. In addition to the indemnity obligation in Paragraph (1.H) CARRIER will be liable for
consequential damages for violation of this Paragraph.
F: 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:
transportation of Hazardous Materials, (including the licensing and training of 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; Owner/Operator lease regulations; loading and securing of freight regulations;
implementation and maintenance of driver safety regulations including, but not limited to, hiring,
controlled substances, and hours of service regulations; sanitation and temperature requirements
for transporting food and other perishable 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;
G: Will notify BROKER immediately if CARRIER’s Federal Operating Authority is revoked, suspended
or rendered inactive for any reason; and/or if CARRIER is sold, or if there is a change in control of
ownership of CARRIER; and/or any of its insurance required hereunder is threatened to be or is
terminated, cancelled, suspended, or revoked for any reason.
H: (i.) Is subject to the express monetary insurance limits in Paragraph (3.D) as to CARRIER, and
BROKERS monetary insurance limits for public liability, and property damage, or such other amounts
as mutually agreed by the Parties in writing, BROKER and CARRIER shall defend, indemnify and hold
each other harmless from any claims, actions or damages, arising out of their respective
performances under this Agreement. Neither Party shall be liable to the other for any claims, actions
or damages due to the negligence of the other Party. The obligation to defend shall include all costs
of defense as they accrue. (ii.) Except for CARRIERS liability under Paragraph (1.E), unless otherwise
agreed in writing, and regardless of whether the Parties insurance as referred to in sub Paragraph (i.),
is valid or provides coverage, the Parties indemnity obligations shall not exceed the monetary
insurance limits referred to in sub Paragraph (i).
I: Does not have an “Unsatisfactory” safety rating issued by the Federal Motor Carrier Safety
Administration (FMCSA), U.S. Department of Transportation, or any applicable state regulatory
agencies and will notify BROKER in writing immediately if it’s safety rating is changed to
“Unsatisfactory” or “Conditional”.
J: Authorizes BROKER to invoice CARRIERS 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.
2. BROKER RESPONSIBILITIES:
A: SHIPMENTS, BILLING & RATES: BROKER agrees to solicit and obtain freight transportation
business for CARRIER to the mutual benefit of CARRIER and BROKER, and shall offer CARRIER at
least four (4) loads/shipments annually. BROKER shall inform CARRIER of (a) place of origin and
destination of all shipments; and (b) if applicable, any special shipping instructions or special
equipment requirements, of which BROKER has been timely notified.
B: BROKER agrees to conduct all billing services to shippers. CARRIER shall invoice BROKER for its
(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 reference (Schedule A, et seq.).
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 (or by fax) by both Parties. Any such additional, modified, or amended rates,
changes in rates shall automatically be incorporated herein by reference as part of Schedule A,
Amendment 1, et seq.
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 reference
as part of Exhibit A, Amendment 1, et seq. 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: COMPENSATION: 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 30 days
of receipt of the bill of lading or proof of delivery, provided CARRIER is not in default under the terms
of this Agreement. CARRIER will send its invoices to the following email: landingpad.usa@gmail.com .
Product loss / damage claims will be resolved independently of payment of Carrier’ s invoices.
Payment and other disputes are subject to the terms of Paragraph (4.D), which provides in part that
prevailing parties are entitled to recovery of costs, expenses and reasonable attorney fees. Invoices
will be paid by check or wire transfer of immediately available funds in U.S. dollars.
E: BOND: BROKER shall maintain a surety bond /trust fund on file with the Federal Motor Carrier
Safety Administration (FMCSA) in the form and amount required by that agency’s regulations.
3. CARRIER RESPONSIBILITIES:
A: EQUIPMENT: Subject to its representations and warranties in Paragraph (1) above, CARRIER
agrees, to provide the necessary equipment and qualified personnel 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. 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 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 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 inconsistent with
the terms of this Agreement shall be controlled by the terms of this Agreement. Failure to issue a bill
of lading, or sign 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. § Part370.1 et seq. and any
amendments 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 and cause shall be determined under the Carmack Amendment, 49 U.S.C. § 14706;
and (iii.). Special Damages: CARRIERS Indemnification liability (Paragraph 1.H) for freight loss and
damage claims under this sub Paragraph C (ii) 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 under this sub Paragraph (ii) above. (iv.) Neither Party shall be liable to the other for
consequential damages without prior written notification of the loss and its approximate financial
amount, and agreement to assume such responsibility in writing. (v.) 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 15 days of receipt of the claim. Failure of CARRIER to pay, decline or offer
settlement within this 15 days period shall be deemed admission by CARRIER of full liability for the
amount claimed and a material breach of this Agreement. (vi.) CARRIERS liability for cargo damage,
loss, or theft from any cause for any one shipment, under sub Paragraph B above, shall not exceed $
100,000 unless CARRIER is notified by BROKER or Shipper of the increased value 2 days prior to
shipment pick up.
D: INSURANCE: CARRIER agrees to cause, authorize, instruct, and ensure their insurance company
or agent to provide certificate(s) of insurance to Assure Assist Inc, listing Assure Assist, 543 Country
Club Dr. Unit B338, Simi Valley, CA 93065 as the certificate holder. Certificates of Insurance are to be
sent by the insurance company or insurance agent to landingpad.usa@gmail.com or by any means providing thirty
(30) days advance notice of cancellation or termination, and unless otherwise agreed, subject to the following
minimum limits: General liability $1,000,000; motor vehicle (including hired and non-owned vehicles),
property damage, and bodily injury liability $1,000,000); cargo damage/ loss, $100,000; 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 CARRIERS liability due to any exclusion or deductible in any
insurance policy.
By not providing a certificate of insurance to Assure Assist reflecting Workers Compensation,
CARRIER certifies that they have elected to not cover its owners, partners, or officers under the
workers’ compensation laws of the CARRIER’s domiciled State, evidenced by the signed agreement affidavit.
CARRIER certifies that it has no employees. The CARRIER certifies that it uses no independent contractors.
Based upon the election not to cover owners, partners, or officers, the fact there are no other
employees, and that no independent contractors are used, a workers’ compensation policy is not
purchased.
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 from BROKER.
F: INDEMNIFICATION: Subject to the limitations of liability expressly set forth in this Agreement, each
party agrees to indemnify, defend and hold the other party harmless, from and against all loss,
damage, expense, actions and claims for or from injury or death to persons and damage to or loss of
property (collectively “Claims”), to the extent arising out of the indemnifying party’ s negligence or
misconduct during the Agreement.
MISCELLANEOUS:
A: INDEPENDENT CONTRACTOR: It is understood and agreed that the relationship between BROKER
and CARRIER is that of 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.
B: NON-EXCLUSIVE AGREEMENT: CARRIER and BROKER acknowledge and agree that this contract
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 a dispute arising out of this Agreement, including but not limited to
Federal or State statutory claims, the party’ s sole recourse (except as provided below) shall be to
arbitration. Proceedings shall be conducted under the rules of the Transportation Arbitration and
Mediation PLLC (TAM), the American Arbitration Association (AAA), or Transportation ADR Council,
Inc. (ADR) at BROKER’ s sole discretion. Arbitration proceedings shall be started within eighteen (18)
months from the date of delivery or scheduled date of delivery of the freight, whichever is later. Upon
agreement of the Parties, arbitration proceedings may be conducted outside of the administrative
control of the TAM, AAA or ADR. The decision of the arbitrators shall be binding and final and the
award of the arbitrator may be entered as judgment in any court of competent jurisdiction. The
prevailing party shall be entitled to recovery of costs, expenses and reasonable attorney fees as well
as those incurred in any arbitration proceeding or any action for injunctive relief, or in the event
further legal action is taken to enforce the award of arbitrators. Arbitration proceedings shall be
conducted at the office of the AAA, ADR or TAM nearest San Jose, CA, or such other place as mutually agreed
upon in writing or directed by the acting arbitration association. Provided, however, either Party may
apply to a court of competent jurisdiction for injunctive relieve. Venue for any such action shall be in
state of California. Unless preempted or controlled by federal law and regulations, the laws of the state
of California shall be controlling. The arbitration provisions of this paragraph shall not apply to
enforcement of the award of arbitration.
E: NO BACK SOLICITATION: CARRIER shall not knowingly solicit freight shipments from any shipper,
consignor, or consignee, or other customer of BROKER, when: such shipments of the shipper,
consignor, or consignee or BROKER customer were first tendered to the CARRIER by the BROKER. In
the event of breach of this provision, BROKER shall be entitled, for a period of 90 days following
delivery of the last shipment transported by CARRIER under this Agreement, to a commission of 15%
of the gross transportation revenue (as evidenced by freight bills) received by CARRIER for the
transportation of said freight as liquidated damages. In the event BROKER has to seek injunctive relief
and is successful, CARRIER shall be liable for all costs and expenses incurred by BROKER, including,
but not limited to, reasonable attorney’ s fees.
F: CONFIDENTIALITY: (i.) In addition to Confidential Information protected by law, statutory or
otherwise, the Parties agree that all of their financial 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 personal customer
information, customer shipping or other logistics requirements shared or learned between the
Parties and their customers, shall be treated as Confidential, and shall not be disclosed or used for
any reason without prior written consent. (ii.) 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
prevailing Party shall be liable for all costs and expenses incurred, including but not limited to
reasonable attorney’ s fees.
G: 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 origination.
H: MODIFICATION OF AGREEMENT : This Agreement and Exhibit A et.seq. attached may not be
amended, except by mutual written agreement, or the procedures set forth above (Paragraphs 2.B
and 2.C).
I: NOTICES: (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
confirmed (electronically acknowledged on paper) fax. ii.) 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. 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.
J: CONTRACT TERM: The term of this Agreement shall be one 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, by either Party at any time, including the initial
term. 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.
K: 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 for any reason.
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: FAX CONSENT : The Parties to this Agreement are authorized to e-mail to each other at the
numbers shown herein, (or otherwise modified in writing from time to time) shipment availabilities,
equipment and rate promotions, or any advertisements of new services.
N: FORCE MAJEURE: If either party is unable to perform its obligations for the other party due to acts
of God or government, the public enemy, fire, flood, labor dispute, civil disorder, public highway
closure, and other circumstances beyond the control of the performing parties, the terms of this
Agreement shall be suspended until such time as performance is reasonably able to be completed.
The nonperforming party shall promptly notify the other of the cause of such delay.
O: ENTIRE AGREEMENT: Except for Schedules and Exhibits and its amendments, and 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.
IN WITNESS WHEREOF, BROKER and CARRIER are bound by this agreement. BROKER and CARRIER agree to be
bound by the electronic signature of their authorized representative contained in the Signed
Agreement Affidavit, and by doing so, represent and warrant that they accept and agree to the terms
contained in this entire agreement and have been or are specifically authorized to execute the
agreement on behalf the organization they represent.
