This Agreement shall govern the services provided by  , a licensed and authorized motor carrier pursuant to USDOT # , & MC# (hereinafter referred to as “Carrier”) and SMP GLOBAL LOGISTICS LLC ., (hereinafter referred to as“Broker”), a licensed property broker pursuant to MC No 1055735. Broker and Carrier agree that notwithstanding other provisions, carriage documents or regulation to the contrary, this Agreement shall
govern Carrier’s performance and obligations pertaining to transportation services for freight tendered to
Carrier here under.
1. Broker Status: Broker is a freight broker which arranges for third party motor carriers to provide cargo
transportation for its customers, in accordance with its role as legally defined under 49 U.S.C. § 13102
Definitions (2), 49 C.F.R. §371.2 and 49 U.S.C. § 14501(c)(1).
1.1 Carrier Status, Rights and Responsibility: Carrier will perform its Transportation Services for Broker and
its Customers as an independent contractor and will not for any purpose be the agent of Broker or Broker’s
Customers. Carrier has exclusive control and direction of the work Carrier performs pursuant to this
Agreement. Carrier will not contract or take other action in Broker’s name without Broker’s prior written
consent. Carrier agrees to assume full responsibility for the payment of all local, state, federal and intraprovincial payroll taxes, and contributions or taxes for unemployment insurance, worker’s compensation
insurance, pensions, and other social security or related protection with respect to the persons engaged by
Carrier for Carrier’s performance of the transportation and related services, and Carrier shall indemnify,
defend and hold Broker, and its Customer harmless there from. Carrier shall provide Broker, with Carrier’s
Federal Tax ID number and a copy of Carrier’s IRS Form W-9 prior to commencing any transportation or
related services for Broker, under this Agreement.
1.2. No Right to Lien or Delay Release of Cargo or Equipment: Carrier will not assert any lien or make any
claim on any cargo or equipment, and no lien will attach against Broker, its Customers or any cargo or
equipment, for failure of Broker, the Customer or any other third party to pay Carrier for charges due to
Carrier.
1.3 Waiver of Rights: Carrier shall, notwithstanding any other terms of this agreement, expressly waive all
rights and remedies under Title 49 U.S.C., Subtitle IV, part B to the extent they conflict with this Agreement.
1.4 Sub-Contract Prohibition: Carrier expressly 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. 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 reflected in this agreement the Next Carrier will be liable
for consequential damages for violation of this clause of the agreement.
1.5 Authorities and Licenses; Compliance with Laws: Carrier warrants that it will provide physical
transportation of shipments as a fully qualified motor carrier that holds all required federal and state
operating authorities. If Carrier’s safety rating changes at any time during this Contract’s term or if Carrier is
sold, merges or dissolves or experiences a change in control of ownership, Carrier will notify Broker
immediately (within 24 hours). Carrier will comply with applicable federal, state and/or local laws and
regulations (including obtaining all permits and licenses), and any representations or contractual clauses
required thereby will be incorporated herein by reference or by operation of law.
2. Booking Confirmation: Carrier shall transport shipments arranged by Broker pursuant to carrier load or
Booking confirmation sheet(s) included herewith or subsequently incorporated by reference (See Schedule A
annexed hereto).
3. Compensation Broker shall pay Carrier for services rendered in an amount equal to the rates and
accessorial charges agreed to on the Broker/Carrier Rate Confirmation Sheet or other signed writing. Carrier
must submit proof of delivery with invoices to Broker as a precondition of payment for services here under.
Payment terms shall be thirty (30) days from receipt of necessary supporting documentation.
3.1 Payment of Invoices: Carrier agrees that Broker is the sole party responsible for payment of Carrier’s
invoices and that, under no circumstance, will Carrier seek payment from other parties, to include the
shipper or consignee.
4. Insurance Carrier agrees to provide any insurance coverage’s required by any government body for the
types of transportation and related services specified in load confirmation communications received from
Broker. All insurance required by this Agreement must be written by an insurance company having a Best’s
rating of “B+” VII or better and must be authorized to do business under the laws of the state(s) or
province(s) in which Carrier provides the transportation and related services as specified in load
confirmation communications received from Broker. Carrier’s insurance shall be primary and required to
respond and pay prior to any other available coverage. Carrier agrees that Carrier, Carrier’s insurer(s), and
anyone claiming by, through or under Carrier shall have no claim, right of action, or right of subrogation
against Broker, its affiliates, or its Customer based on any loss or liability insured under the insurance
stipulated herein. Carrier represents and warrants that it will continuously full fill the requirements of this
Section throughout the duration of this Agreement. Broker shall be notified in writing by Carrier’s insurance
company at least thirty (30) days prior to the cancellation, change or non renewal of the submitted insurance
policies. Carrier shall at all times during the term of this agreement have and maintain in full force and
effect, at its expense, (i) Motor Truck Cargo insurance or a superior equivalent, with limits for the full value
of the cargo under carriage subject to a minimum limit never less than US$100,000 per shipment, a
deductible no greater than US$10,000 per shipment and at least the same coverage limit and deductible per
shipment while in storage or at a storage facility en-route to the consignee, (ii) Commercial Automobile
Liability insurance with a combined single limit of not less than US$1,000,000 per occurrence and without aggregate limits, (iii) Commercial General Liability insurance, in a limit of not less than US$1,000,000 per
occurrence, (iv) Worker’s Compensation insurance in the amounts required by statute, and Employer’s
Liability insurance with limits not less than US$500,000 per occurrence, and (v) if Carrier provides
Transportation Services for hazardous materials under United States Department of Transportation (“DOT”)
regulations, public insurance including Commercial Automobile insurance limits required for the commodity
transported under 49 C.F.R § 387.7 and 387.9 (or successor regulations thereto) and statutory required
Commercial Automobile insurance limits pertaining to the hazard classification of the cargo as defined by
DOT, an MCS-90 and Broadened Pollution Liability endorsements for limits required by law and full policy
limits. Carrier shall, prior to providing transportation and related services pursuant to this Agreement, name
Broker, as a certificate holder, as required on the foregoing insurance policies and shall cause its insurance
company to issue a certificate to Broker, evidencing the foregoing. When Carrier provides Transportation
Services that involve origins and destinations solely within Canada, Carrier shall be current in its remittances
to the appropriate Worker’s Compensation Board of the Carrier’s province, shall provide a certificate issued
by the appropriate Worker’s Compensation Board of the Carrier’s province certifying that the Carrier is not
delinquent and is current in its remittances to that authority, and shall have such other insurance or higher
coverage limits required by applicable Canadian national or provincial law or regulation. Insurance will meet
or exceed the requirements of federal, state and/or provincial regulatory bodies having jurisdiction over
Carrier’s performances pursuant to this agreement. During this Contract’s term, the insurance policies
required here under and any replacement policies will (i) insure the interests of Broker and, (ii) cover all
drivers, equipment and cargo used in providing Transportation Services and (iii) not contain any exclusions
or restrictions as to designated premises or project, pertaining to unattended equipment or cargo, for
unscheduled equipment, for unscheduled drivers or cargo, for fraud or infidelity, for tarp warranty, for
wetness or dampness, for geographical location in the United States, for trailers unattached to the power
unit, or for a particular radius of operation.
5. Carrier Moving Perishables: Carrier warrants that the carrier will inspect or hire a service representative
to inspect a vehicle’s refrigeration or heating unit at least once each month. Carrier warrants that they shall
maintain a record of each inspection of refrigeration or heating unit and retain the records of the inspection
for a least one year. Copies of these records must be provided upon request to the carrier’s insurance
company and Broker. Carrier warrants that they will maintain adequate fuel levels for the refrigeration or
heating unit and assume full liability for claims and expenses incurred by the Broker or the shipper for failure
to do so. The carrier must provide their cargo insurance carrier with all records that relate to a loss and
permit copies and abstracts to be made from them upon request. The following rules shall apply: (a)
Destination market value for lost or damaged cargo, no special or consequential damages unless by special
agreement; (b) Claims will be filed with Carrier by Shipper; (c) claims notification procedures will be followed
in accordance with procedure described in 49 C.F.R. 370.1-11.
6. Shipping Document Execution: Carrier is to be named on the bill of lading as the “carrier of record.”
7. INDEMNIFICATION CARRIER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS BROKER, ITS AFFILIATES
AND ITS CUSTOMERS (AS INTENDED THIRD PARTY BENEFICIARIES) FROM ANY AND AGAINST ALL LOSSES (as
defined below) ARISING OUT OF OR IN CONNECTION WITH THE TRANSPORTATION SERVICES PROVIDED
UNDER THIS CONTRACT, INCLUDING THE LOADING, UNLOADING, HANDLING, TRANSPORTATION,
POSSESSION, CUSTODY, USE OR MAINTENANCE OF CARGO OR EQUIPMENT OR PERFORMANCE OF THIS
CONTRACT (INCLUDING BREACH HEREOF) BY CARRIER OR ANY CARRIER REPRESENTATIVE. CARRIER’S
OBLIGATION TO INDEMNIFY AND DEFEND SHALL NOT BE AFFECTED BY ALLEGED NEGLIGENCE OR WILLFUL
MISCONDUCT OF BROKER, ITS AFFILIATES OR CUSTOMERS. IT IS THE INTENT OF THE PARTIES THAT THIS
PROVISION BE CONSTRUED TO PROVIDE INDEMNIFICATION TO BROKER, ITS AFFILIATES AND CUSTOMERS TO
THE MAXIMUM EXTENT PERMITTED BY LAW. IF THIS PROVISION IS FOUND IN ANY WAY TO BE OVERBROAD,
IT IS THE PARTIES INTENT THAT THIS PROVISION BE ENFORCED TO ALLOW INDEMNIFICATION TO THE
MAXIMUM EXTENT PERMISSIBLE. “Losses” mean any and all losses, liabilities, obligations, personal injury,
bodily injury, property damage, loss or theft of property, damages, penalties, actions, causes of action,
claims, suits, demands, costs and expenses of any nature whatsoever, including reasonable attorneys’ and
paralegals’ fees and other costs of defence, investigation and settlement, costs of containment, cleanup and
remediation of spills, releases or other environmental contamination and costs of enforcement of indemnity
obligations.
8. Carrier’s Cargo Liability Carrier assumes full liability for the greater of replacement cost, Shipper’s/
Consignor’s commercial invoice or market value for loss, damage or destruction of any and all goods or
property tendered to Carrier by Broker, and for the full course of carriage. Carrier shall inspect each load at
the time it is tendered to Carrier to assure its condition. If Carrier is tendered a load which is not in suitable
condition, it shall notify Broker, immediately. Cargo which has been tendered to Carrier intact and released
by Carrier in a damaged condition or lost or destroyed subsequent to such tender to Carrier shall be
conclusively presumed to have been lost, damaged or destroyed by Carrier unless Carrier can establish
otherwise by clear and convincing evidence. Deliveries with broker seals shall be rejected and declared a
total loss for which the Carrier is held responsible. Carrier shall either pay Broker directly or allow Broker to
deduct from the amount Broker owes Carrier, the amount of Customer’s full actual loss. Carrier agrees that
it will assert no lien against cargo transported hereunder. Broker, shall deduct from the amount Broker
otherwise owes Carrier, the Customer’s full actual loss of all claims that are not resolved within ninety (90)
days of the date of the claim. Carrier agrees to indemnify Broker, for any payments relating to such loss or
damage incurred hereunder. In the event of an accident, Carrier shall notify Broker immediately for further
instructions. Carrier shall return all damaged shipments at its expense to the point of origin or to other
points as instructed by Broker. Claims notification & salvage procedures will be followed in accordance with
the procedure described in 49 C.F.R. §370.1-11. Carrier will make all payments pursuant to the provisions of
this Section within thirty (30) days following receipt by Carrier of Customer’s invoice or demand and
supporting documentation for the claim.
8.1 Salvage Claims Carrier shall waive any and all right of salvage or resale of any of Customer’s damaged
goods and shall, at Broker’s reasonable request and direction, promptly return or dispose, at Carrier’s cost,
any and all of Customer’s damaged and goods shipped by Carrier. Previous Next Carrier shall not under any
circumstance allow Customer’s goods to be sold or made available for sale or otherwise disposed of in any
salvage markets, employee stores, or any other secondary outlets. In the event that damaged goods are
returned to Customer and salvaged by Customer, Carrier shall receive a credit for the actual salvage value of
such goods.
9. Governing Law; Consent to Jurisdiction and Integration: This Contract will be construed, to the extent not
pre-empted by applicable federal law, under the laws of the State of California, without giving effect to any
choice or conflict of law rules. Broker and Carrier waive all right to trial by jury in any action, suit or proceeding brought to enforce or defend any rights or remedies under this Contract. Each of the parties
hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction of any federal or state court
sitting in California in any suit, action or arising out of, connected with, related to, or incidental to the
relationship established among them in connection with this Contract and (ii) waives, to the fullest extent
permitted by law, any objection to venue or any defence of inconvenient forum in connection with any such
court; provided however that jurisdiction for disputes regarding claims brought by third parties requiring
Carrier’s indemnification hereunder may be effected in the courts where such third party claims are filed.
This written Agreement, together with any load confirmation, contains the entire agreement between the
parties and may only be modified by signed written agreement.
9.1 Safety Rating Carrier shall endeavour to maintain a satisfactory U.S. DOT Safety Rating but under no
circumstance is Carrier allowed to provide services if their safety rating falls to “unsatisfactory.”
10. Confidentiality Obligations Carrier acknowledges that in carrying out this Contract, it will learn
proprietary information about Broker and its business, including its rates, services, personnel, computer
systems, Customers, traffic volumes, origins and destinations, commodity types, shipment information and
business practices (the “Information”). During this Contract’s term and for 12 months after its termination,
Carrier will hold the Contract provisions and Information in confidence, restrict disclosure to those Carrier
Representatives with a need to know, and not use the Information to Broker’s competitive detriment or for
any purpose except as contemplated hereby. Carrier may disclose Information to the extent required by a
governmental agency or under a court order, provided that Carrier notifies Broker of such requirements
before disclosure.
10.1. No-solicitation of Customers During this Contract’s term and for 9 months after its termination, Carrier
will not, and will cause the Carrier Representatives not, to directly or indirectly solicit or provide
transportation services to any Customer without Broker’s prior written consent if (a) that Customer first
became known to Carrier as a result of Broker’s engagement of Carrier, (b) the type of transportation
services, such as the origins and destinations served or commodity types, provided to that Customer first
became known to Carrier as a result of Broker’s engagement of Carrier or (c) the first shipment transported
by Carrier for that Customer was tendered to Carrier by Broker. If Carrier or any Carrier Representative
solicits a Customer in violation of this Section, Carrier shall pay to Broker as a commission 10% of the total
charges, with a maximum of US$200 per shipment, for transportation services provided by Carrier to such
Customer.
11. Savings Clause: If any provision of this Agreement or any Transportation Schedule is held to be invalid,
the remainder of the Agreement or the Transportation Schedule shall remain in force and effect with the
offensive term or condition being stricken to the extent necessary to comply with any conflicting law.
12. This Agreement shall be for the period of one (1) year and shall be automatically renewed unless
cancelled. Either party may terminate this Agreement upon fifteen (15) days written notice. By signatory
hereto, CARRIER represents that it has the authority and ability to enter into legally binding contracts and
that CARRIER agrees to be bound by the terms and conditions of this Agreement effective immediately.
IN WITNESS WHEREOF, the parties have caused this agreement to be executed as of
the day and year first above written
BROKER: SMP GLOBAL LOGISTICS LLC                            CARRIER:
Address:  57 Scott Rd,                                                                     Address:
Prospect, CT 06712
Date:                                                             Date:
Printed Name:                           Printed Name:
Signature:                                           Signature:

 

Form W-9    FINAL

Authority letter