RECITALS

1. Broker is a Federal Motor Carrier Safety Administration (“FMCSA”) licensed transportation broker authorized by its customers to negotiate and arrange for transportation of their shipment in interstate, intrastate, and/or foreign commerce.
2. Broker sells, provides and arranges for transportation performed by others.
3. Carrier is registered with FMCSA as a motor contract carrier in interstate, intrastate, and/or foreign commerce and is in all respects qualified to transport freight as required by Broker.
4. Broker desires to retain Carrier to perform transportation services subject to and in accordance with the terms and conditions of this Agreement, and Carrier desires to accept this engagement.

1. Term. The term of this Agreement shall remain in effect until terminated by one of the parties. Either party may terminate this Agreement, for any reason, upon thirty (30) days prior written notice to the other party.
2. Independent Contractor. Carrier understands and agrees that Carrier is an independent contractor of Broker, and not an employee. Neither Carrier nor Carrier’s employees shall be entitled to receive any wages or fringe benefits from Broker, and they are responsible for all withholding and payment of their own income taxes and other taxes. Carrier shall not be deemed for any purposes whatsoever to be an agent of Broker, and shall have no authority to sign any contract on behalf of Broker or bind Broker in any fashion, except as specifically authorized in writing by Broker.
3. Carrier Operating Authority and Compliance with Law. Carrier represents, warrants, and agrees that:
1. Carrier is duly and legally qualified to provide, as a contract carrier, the transportation services set forth in the Agreement;
2. Carrier does not have a conditional or unsatisfactory safety rating issued from U.S. Department of Transportation (“USDOT”). In the event that Carrier does receive a conditional or unsatisfactory safety rating from USDOT, Carrier agrees to notify Broker within seven (7) days of such charge. Broker shall have the right to terminate this Agreement immediately upon "Writing" receipt of such notice of change; and
3. Carrier will comply with all federal, state, and local laws regarding the provision of the transportation services contemplated under this Agreement.
4. Carrier Services. This Agreement does not grant Carrier an exclusive right to perform the transportation-related services for Broker or Broker’s customers, nor guarantee any minimum load size. Carrier will provide transportation services on behalf of Broker and Broker’s customers as Broker may from time to time request, and as agreed by Carrier. Broker is not restricted from contracting with other carriers. Carrier is not restricted from performing transportation services for other brokers or shippers.
5. Dispatch Orders. A Dispatch Order will be signed by Carrier for each load, detailing the product being delivered, the origination and destination points, the timing for delivery, and the compensation to be paid to Carrier. Carrier shall not be paid for any load until a signed Dispatch Order has been received by Broker from Carrier. All the terms and conditions of this Agreement will be incorporated by reference into each Dispatch Order.
6. Inspection of Goods by Carrier Prior to Transportation. Prior to transportation of a shipment, Carrier shall thoroughly inspect and examine each and every vehicle or other piece of property to be transported by Carrier.
7. Carrier shall be responsible for obtaining the written acknowledgement of any damage by the shipping customer prior to transportation. Carrier acknowledges that any and all damage discovered during transportation or upon delivery is the responsibility of Carrier.
8. Payment to Carrier. Broker shall pay Carrier within thirty (30) days ( unless stated otherwise on the dispatch sheet) of Broker’s receipt of bill of lading, and all other necessary billing documents enabling Broker to ascertain that service has been provided at the agreed upon charge. Broker will pay Carrier for performing the services specified in this Agreement at the rates and charges as shown on separate Dispatch Orders to be signed, dated and agreed to by Carrier and Broker before each shipment made under this Agreement. Carrier represents and warrants that there are no other applicable rates or charges except those established in this Agreement or in any Dispatch Order signed by Carrier. Carrier agrees that Broker has the exclusive right to handle all billing of freight
9. Receipts and Bills of Lading. Each shipment hereunder shall be evidenced by a Bill of Lading naming Carrier as the transporting carrier. Under no circumstances shall Carrier prepare a Bill of Lading or any other freight document which lists Broker as “carrier” or “shipper”. If the customer tenders to Carrier a freight document showing Broker in any capacity other than Broker or a “Bill To” Party, the parties agree that for all purposes, they will treat such document as though it showed Broker as “Broker “and Carrier as “Carrier”. Upon delivery of each shipment made hereunder, Carrier shall obtain a receipt to be signed and dated by consignee which includes the following information and acknowledgements: (a) the kind and quantity of product delivered to the consignee of such shipment as the destination specified by Broker or the customer; and (b) a statement by consignee that the product delivered has been inspected for damage, along with a list of all damage discovered by consignee upon delivery, if any. Carrier is liable for any and all damage to the product which is caused by Carrier, but not reasonably discoverable upon delivery. Any terms, conditions and provisions of the bill of lading, manifest or other form of receipt or contract shall be subject and subordinate to the terms, conditions and provisions of this Agreement. Carrier shall notify Broker immediately of exception made on the bill of lading or delivery receipt. To ensure timely payments, all signed delivery receipts and bill of lading will be sent to Broker via mail, facsimile, email or other communication method specified y Broker, with forty-eight (48) hours of pickup or delivery.
10. Carrier’s operations. Carrier shall be wholly responsible for the performance of all transportation contemplated by this Agreement Carrier shall, at its sole cost and expense, (a) furnish all equipment necessary or required for the performance of its obligations hereunder (the “Equipment”); (b) pay all expenses related, in any way, with the use and operation of the Equipment; (c) maintain the Equipment in good repair, sage and sound mechanical condition and appearance; and (d) utilize only competent, able, and legally licensed personnel. Carrier shall have full control of such personnel; shall perform the services hereunder as an independent contractor; and shall assume 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.
11. Indemnity. Carrier shall indemnify, defend, save and hold Broker, its agents, principals, employees, contractors and affiliates, harmless from and against any and all claims, losses, demands, actions, lawsuits, fines, costs, expenses, charges, assessments, liabilities, judgments, damages and interest (including reasonable legal fees and costs) of whatever kind or nature, arising out of or in connection with the performance or breach of this Agreement by Carrier, its agents, employees or contractors (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. The foregoing indemnification shall not apply in the event of willful misconduct or gross negligence on the part of Broker.
12. Insurance. Carrier shall procure and maintain, at its sole cost and expense, the following insurance coverage with a reputable and financially responsible insurance carrier, which shall name Broker, its affiliates and subsidiaries as an additional insured (or Broker may, in its sole discretion, choose to be named certificate holder in the insurance coverage maintained by Carrier):
1. Commercial Automobile Liability Insurance, with a combined single limit of not less than $1,000,000 each occurrence, including owned, hired, assigned and non-owned vehicles. Such insurance policy shall include coverage for any and all liabilities for personal injury (including death) and property damage arising out of the ownership, maintenance, use of operation, including loading or unloading of the equipment operated by Carrier under this Agreement; and
2. All Risk Board Form Motor Truck Cargo Legal Liability Insurance in an amount not less than $100,000 per occurrence, without exclusions or restrictions (unless approved in advance by Broker). Such insurance shall list Broker as loss payee and provide coverage to Broker, the customer or the owner and/or consignee for any loss, damage or delay claim to any property coming into the possession of Carrier under this Agreement; and
3. Worker’s Compensation. Carrier shall provide Broker with proof that it carries the required Worker’s Compensation Insurance, or in the alternative, Carrier shall provide Broker with proof that it is not required to carry Worker’s Compensation Insurance. Carrier acknowledges and understands that Carrier, and not Broker, will be responsible for any and all injuries sustained by Carriers employees or agents. Carrier further understands and acknowledges that neither Carr nor its employees or agents are covered by the Worker’s Compensation insurance policy of Broker, any affiliated Company or Broker’s customers.
4. Insurance amount MUST meet or exceed the following requirements:
   Auto Liability Insurance:
   $1,000,000 Combined Single Unit
   GL Limit @ US$ 1,000,000 (or waived for 10% AP on Section C)
   Cargo Insurance:
   * At Full Value of THE CARGO UNDER CARRIAGE Subject to a minimum limit never less than us $100,000 per shipment
   1-3 Car Hauler: $150,000
   4-5 Car Hauler: $250,000
   6 or More Car Hauler: $250,000+
• 11.1 Proof of Insurance. Prior to accepting any shipment for transportation under the Agreement, Carrier shall furnish to Broker a written certificate obtained from the insurance carrier showing that the required insurance has been procured, is being properly maintained, the expiration date, and specifying that written notice of cancellation or modification nof policies shall be given to Broker at least thirty (30) days prior to such cancellation or modification. Broker may request proof of insurance, including a copy of Carrier’s entire insurance policy, from Carrier at any time. Carrier shall provide Broker with proof of insurance immediately upon request.
• 11.2 Carrier Obligation to File, Pursue and Resolve Claims. Carrier is responsible for filing, pursuing and resolving any and all claims for loss, damage, delay, or injury related to the transportation services provided by Carrier with Carriers insurance carrier.
• 11.3 Notice of Filed Claim. Carrier shall provide Broker and the customer with a copy of the insurance claim filed with Carrier’s insurance carrier within five (5) days after an occurrence or incident.
• 11.4 Authorization to File Claim. Carrier hereby authorizes Broker to file claims with Carrier’s insurance carrier on Carrier’s behalf if Carrier fails or refuses to do so within five (5) days after an occurrence or incident. Carrier designates Broker as its attorney in fact and authorized representative to sign any and all documents necessary to file, pursue or resolve the insurance claim.
• 11.5 Wavier of Subrogation. Carrier waives all subrogation rights against Broker, its parent company, related entities, successors, affiliates, subsidiaries or customers.

12. Cancellation by Carrier. Broker may charge Carrier a reasonable and customary cancellation fee equal to the difference between (a) the amount paid to the replacement Carrier and (b) the amount Broker agreed to pay Carrier for the delivery of the cancelled load, for any scheduled transportation services that are cancelled by the Carrier less than 24 hours in advance of a scheduled pick-up. In addition, if Carrier’s cancellation causes other damages in addition to replacement costs, then Carrier shall also pay Broker the actual damages incurred by Broker. The parties agree that this liquidated damages provision contains a reasonable estimate of the damages suffered by Broker in the event that Carrier cancels a pick up or delivery on short notice.
13. Non-Solicitation. Carrier promises and agrees that during the term of the Agreement, any renewal period of this Agreement, and for a period of two (2) years after the expiration or termination of this Agreement, Carrier will not (a) solicit or attempt to solicit customers of Broker or customers of Phil Rauch DBA Sancrest Farms; (b) contact directly or indirectly any customer of Broker or Phil Rauch DBA Sancrest Farms; nor (c) attempt directly or indirectly to divert Broker’s business to any individual, corporation, or ay other entity then in competition or planning to be in competition in the future with the business of Broker or any subsidiary or affiliate of Broker. This Section applies to all customers of Broker and Phil Rauch DBA Sancrest Farms, including, but not limited to, those customers of Broker that the Carrier has either picked up freight for or delivered freight to. During the same time period, Carrier shall not solicit or attempt to solicit any employees to leave the employ of Broker or Phil Rauch DBA Sancrest Farms. The Carrier acknowledges that violation of this Section may cause irreparable harm to Broker and that in the event of breach of the Section, Broker shall be entitled to injunctive relief as well as damages. Carrier consents and stipulates to the entry of such injunctive relief in the proper court in the event of violation of the Section.
14. Freight Loss, Damage or Delay. Carrier shall have the sole and exclusive responsibility for the care, custody and control of Broker’s customer’s property from the time it is delivered to Carrier for transportation until delivery to the consignee accompanied by the appropriate receipts as specified in Section 7 of this Agreement.
• 14.1 Carrier Liability. Carrier assumes liability as a common carrier for loss, delay, damages to or destruction of any and all of the customer’s goods or property while under Carrier’s care custody or control. Carrier shall be liable for and shall pay for the actual loss, damage or injury to the goods or property tendered by shipper for transportation and accepted by Carrier, provided that Carrier shall not be liable for loss or damage caused by an act of God, the fault or neglect of shipper, or public authority. For truckload shipments, the measurement of the loss, damage or injury shall be the lesser of (a) the actual replacement cost or (b) the cost of repair to the goods or property lost, damaged or destroyed. Carrier shall pay to Broker, or allow Broker to deduct from the amount Broker owes Carrier, the customer’s full actual loss for the kind and quantity of goods or property lost, delayed, damaged or destroyed and the amount of any indemnity liability Carrier owes Broker.
• 14.2 Late Deliveries. Carrier shall transport all shipments provided under this Agreement without delay, and all occurrences which may cause delay shall be immediately communicated to Broker by Carrier. If a shipment is delayed for 12 hours or more as a result of Carrier, then Broker shall be entitled to transfer the delayed shipment to another carrier for delivery. Carrier shall pay Broker an amount equal to the actual damages incurred by Broker as a result of the late delivery. The parties agree that this is a reasonable estimate of the damages that will be suffered by Broker and Customer as the result of a late delivery.
15. Waiver of Carrier’s Lien. Carrier shall not withhold any goods of Broker’s customers on account of any dispute as to rates or any alleged failure of Broker to pay charges incurred under this Agreement. Carrier hereby waives and releases all liens which Carrier might otherwise have to any goods of Broker or its customers in the possession or control of Carrier.
16. Assignments/Sub-Contracts. This Agreement may not be assigned, in whole or in part, by Carrier, without the written consent of the Broker. Furthermore, Carrier specifically agrees that all freight tendered to it 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.
17. General Provisions.
• 17.1 Entire Agreement; Modification. This Agreement constitutes the entire agreement between the parties and may not be amended or modified unless set forth in writing and signed by both parties.
• 17.2 Binding Agreement. This Agreement shall be binding upon the parties and their respective heirs, successors and assigns.
• 17.3 Governing Law/Venue. This Agreement shall be governed and interpreted in accordance with the laws of the State of Missouri. Broker and Carrier hereby consent to the exclusive jurisdiction and venue of the courts of Christian County, State of Missouri with regard to any dispute between the parties regarding this Agreement.
• 17.4 Invalidity. In the event any term or provision of this Agreement shall be held illegal, invalid or unenforceable or inoperative as a matter law, the remaining terms and provisions shall be valid and shall remain in full force and effect.
• 17.5 Waiver. Failure of Broker to insist upon Carrier’s performance under this Agreement or to exercise any right or privilege shall not be a waiver of any Broker’s rights or privileges herein. Carrier and Broker expressly waive all rights and remedies allowed under 49 U.S.C. 14101 to the extent that such rights and remedies conflict with this Agreement.
• 17.6 Attorney’s Fees. In the event of litigation to enforce this Agreement, the prevailing party may recover its reasonable costs and attorney’s fees from the non-prevailing party.
• 17.7 Recitals. The aforementioned recitals are incorporated into and made part of this Agreement.
• 17.8 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original; but all of which together shall constitute one and the same Agreement.
• 17.9 Notices. All notices to Broker and/or Carrier shall be delivered by United States Certified Mail, postage prepaid, return receipt requested, at the address shown above. Any party may change its address as stated above by notice in writing to the other parties.
• 17.10 Effective Date. The effective date of this Agreement shall be the latest date on which both parties hereto have executed this Agreement.