THIS MOTOR CARRIER/BROKER AGREEMENT (“Agreement”) is effective as of

(the “Effective Date”). The parties to this Agreement (the “Parties” or a “Party”) are

(“Carrier”), and Brothers Logistics, LLC, a corporation organized under the laws of Mississippi (“Broker”). The purpose of this Agreement is to specify the terms and conditions under which Broker will, from time to time, engage Carrier to perform motor contract carriage and related services for Broker’s customers (“Shippers,” or, individually, a “Shipper”), and under which Carrier will render those services (hereinafter the “Services”).

The Parties, intending to be legally bound, hereby agree to conduct their relationship in accordance with the following terms and conditions:

1. Representations.Carrier represents that it is a motor carrier in interstate and/or intrastate commerce registered with the Federal Motor Carrier Safety Administration (“FMCSA”), with the FMCSA Docket No. and US DOT # set forth on the signature page hereto under Carrier’s name, and is qualified to transport freight as required by brokers, shippers, receivers, consignors, and/or consignees of commodities, freight, cargo, goods, other items, and/or hazardous materials (as defined in 49 C.F.R. § 105.5) (hereinafter “Shipments” or a “Shipment”). Carrier further represents that it has no knowledge of any threatened or pending interventions by FMCSA to investigate its business practices and/or revoke any qualifications required to transport Shipments under applicable law. Broker represents that it is licensed as a property broker by the FMCSA, with the Docket No. set forth on the signature page hereunder under Broker’s name, and shall direct for transportation purposes, on behalf of its Shippers, the Shipments tendered to Carrier under this Agreement. A Party shall immediately notify the other Party if any changes occur that make any of its representations in this Section invalid. Furthermore, Carrier shall immediately notify Broker if there is a change in control and/or ownership of Carrier.

2. Compliance with Applicable Law. With respect to the Services provided under this Agreement, Carrier shall comply with all federal, state and local laws, rules, regulations and ordinances, including, but not limited to all rules and regulations promulgated by the FMCSA, Department of Transportation, and all other federal, state, and local agencies and departments having jurisdiction over the Services provided under this Agreement. Carrier shall defend, indemnify, and hold Broker and its Shippers harmless from and against any and all fines, penalties, judgments, expenses, and costs of any nature whatsoever arising or resulting from Carrier’s failure to so comply. At no time during the term of this Agreement shall Carrier have an “Unsatisfactory” safety rating, as determined by the FMCSA. If Carrier receives an “Unsatisfactory” safety rating, a rating is changed from “Satisfactory” to “Conditional,” or if Carrier was previously unrated and receives a rating of “Unsatisfactory” or “Conditional,” Carrier shall immediately notify Broker and shall not transport any Shipments pursuant to this Agreement without Broker’s prior written consent. Given the FMCSA has the authority to change its safety programs, regulations, and/or nomenclature at any time, the safety-rating provisions in this Section shall include equivalent designations that supersede the terms set out herein.

3. Equipment and Personnel. Carrier, at its sole cost and expense, shall provide all necessary, appropriate, and properly permitted and licensed transportation equipment (including but not limited to all fuel, oil, tires, other parts and/or supplies, road service, and/or repairs needed for same), as well as all necessary, appropriate, and properly qualified, trained, and legally licensed personnel required to operate said equipment, to transport the Shipments. Where Carrier and/or Carrier’s personnel has a personal legal responsibility necessary to operate equipment or otherwise provide Services under this Agreement, it shall be Carrier’s duty to ensure that all such responsibilities are fulfilled. All equipment shall at all times be under the exclusive control of Carrier. Carrier’s equipment shall be maintained in good repair, mechanical condition, and appearance and shall be operated in a conscientious manner.

4. Relationship of Parties. The relationship of Carrier to Broker is that of an independent contractor. Broker does not have any responsibility for Carriers’ compliance with applicable laws and assumes no responsibility to fulfill any legal obligations of Carrier in connection with this Agreement or otherwise. Under no circumstances shall officers, employees,and/or or agents of Carrier, or anyone engaged by Carrier, be deemed employees or agents of Broker or Shippers, nor shall Broker or Shippers be liable for wages, fees, federal, state, and local taxes, licenses, assessments, tolls, insurance, workers compensation and/or other employee obligations to or for said personnel of Carrier (hereinafter “Carrier’s Employee Obligations”). If a court or administrative agency finds that Carrier or any officer, employee, and/or agent of Carrier is an employee of Broker in the performance of services pursuant to this Agreement, and/or Broker is otherwise responsible for the payment of some or all of Carrier’s Employee Obligations, then Carrier shall indemnify and hold Broker,(including Broker’s officers, employees, and/or agents) harmless and shall pay all of Broker’s (and Broker’s officers’, employees’, and/or agents’) related fines, damages, assessments, benefits, and attorney’s fees.

5. Subcontracting. Carrier shall not subcontract, “re-broker,” “double broker,” “co-broker,” assign, and/or interline (hereinafter collectively referred to as “Subcontract”/”Subcontracting” or use of “Subcontractors”) any Services to third-parties without obtaining prior written consent from Broker. Any such subcontracting, with or without written consent, shall not affect Carrier’s responsibilities or liabilities to Broker under this Agreement and Subcontractors shall be treated as Carrier’s personnel. As between Broker and Carrier, all costs of rendering the Services (including compensation of Subcontractors as well as payment of all taxes or other governmental assessments imposed on Carrier) shall be borne solely and exclusively by Carrier. In the event Carrier Subcontracts any Shipment without Broker’s prior written consent, Broker may, at its sole discretion, reduce the rate for such Shipment and/or pay the monies owed to Carrier directly to the Subcontracted carrier in lieu of payment to Carrier. Broker’s direct payment of monies to the Subcontracted carrier shall not release Carrier from any obligations and/or liabilities under this Agreement. The prohibition against Subcontracting does not apply to a person leased to the Carrier pursuant to the provisions of 49 C.F.R. Part 376. Carrier shall not have recourse against Shipper for Broker’s nonpayment of freight bill(s) to Carrier associated with any Subcontracting by Carrier that was not properly approved in writing by Broker.

6. Non-Exclusivity of Services. Neither Party intends to give the other any exclusive rights or privileges under this Agreement. Subject to Section 16, either Party may contract with or otherwise provide service to any other motor carrier, broker, other intermediary, or shipper.

7. Insurance. At all times during the term of the Agreement, Carrier shall obtain, carry and keep in force all insurance coverage enumerated in Exhibit A and shall satisfy the additional requirements set out in this exhibit.

8. Rates and Charges. Carrier shall be entitled to the rates and charges accepted, signed, and submitted to Broker by Carrier prior to each Shipment set forth on Broker’s load confirmation sheet (hereinafter “Load Confirmation Sheet”). The rates and charges set forth in the applicable Load Confirmation Sheet shall be Carrier’s sole and exclusive compensation for rendering the Services (including Services Subcontracted to third-parties, with or without the consent required under Section 5); provided, however, that when Carrier fails to sign and submit the Load Confirmation Sheet to Broker, Carrier’s performance (i.e. transport and delivery) of the Shipment shall be deemed an acceptance of all rates and terms set out in and incorporated by the applicable Load Confirmation Sheet. No Shipments tendered under this Agreement to Carrier shall be subject to rates or charges set forth or referenced in any tariff or rate schedule maintained by Carrier unless specifically set forth in the applicable Load Confirmation Sheet. The Load Confirmation Sheet shall be in such form as established by Broker from time to time. To the extent there is a conflict between this Agreement and any Load Confirmation Sheet, the terms and conditions of this Agreement shall control.

9. Bills of Lading. All bills of lading shall note that Shipments were transported by Carrier, acting as a carrier, and that the Shipments were arranged by Broker, acting as a broker. Carrier agrees that a shipper’s insertion of Broker’s name as the carrier on a bill of lading shall not change Broker’s status as a broker only or Carrier’s status as the motor carrier. Broker is not a motor carrier and assumes no motor carrier responsibilities under this Agreement. Broker similarly is not a freight forwarder and assumes no freight forwarder responsibilities under this Agreement. The terms and conditions of any bill of lading or other Shipment documentation, or any other document or communication used by Carrier, Shipper, or any other person or entity, cannot in any case supersede, supplement, alter, or modify the terms of this Agreement or otherwise alter Broker’s legal status solely as a Broker.

10. Invoicing and Payment. Carrier shall invoice Broker for all Services and fees. Broker shall invoice Shippers for Carrier’s Shipment charges and Broker’s commissions or other fees, and take necessary measures to collect such invoices. Carrier shall not under any circumstances seek payment directly from Shippers, consignees, or any other parties for Services completed by Carrier. Broker shall remit Shipment charges owed to Carrier within thirty (30) days of the date Broker receives Carrier’s undisputed invoice (including delivery receipts, bills of lading, and any other documents necessary to bill Shipper) regardless of any late payment or non-payment to Broker by Shippers. If Carrier alleges underpayment of applicable Shipment charges by Broker, or if Broker alleges overcharges, overcollection or receipt of duplicate payments by Carrier, notice of such claims must be given in writing by the aggrieved Party to the other Party within one hundred eighty (180) days after delivery or the first attempted delivery of the involved Shipment(s) by Carrier. The Party receiving any such claim shall process it in accordance with 49 C.F.R. Part 378. Any civil action or arbitration proceeding with respect to such a claim shall be filed within eighteen (18) months after delivery or the first attempted delivery of the involved shipment(s) by Carrier. Broker may set off claims for loss, damage, or delay, claims for overcharge or duplicate payment, and/or claims under Sections 5 and/or 12 of this Agreement, against any and all monies otherwise owed to Carrier. Carrier shall have no lien, and hereby expressly waives its right to any lien, on any cargo or other property of Broker and/or Shippers.

11. Losses and Damages. Carrier shall have the sole and exclusive care, custody and control of all Shipments tendered to it pursuant to this Agreement. Carrier assumes all liability, in accordance with 49 U.S.C. §14706, for any and all loss, theft, delay, damage to, or destruction of Shipper’s property transported under the terms of this Agreement while in or under Carrier’s care, custody or control. Such liability exists for Carrier upon receipt of any Shipment until proper delivery to the customer/consignee, including, as applicable, until the bill of lading and/or delivery receipt is signed by the customer/consignee. Unless waived by written agreement signed by Carrier, Shipper, and Broker prior to tendering the Shipment(s) to Carrier, the provisions contained in 49 C.F.R. Part 370 shall govern the processing of claims for loss, damage, injury or delay to property and the processing of salvage. In addition to the remedies of 49 U.S.C. §14706 (and/or 49 C.F.R. Part 370), Shipper and Broker reserve any and all other causes of action available to them in the event of any loss, theft, delay, damage, or destruction.

12. Indemnity. Carrier shall indemnify, defend and hold harmless Broker and Shipper, and their respective officers, employees, agents and/or directors, from and against any and all fines, penalties, costs, demands, damages (including but not limited to bodily injury, death, and property damage), losses (including those attributable to theft), delays, obligations, claims, liabilities and expenses (including but not limited to reasonable attorneys’ fees) of whatever type or nature arising out of or related to the Services provided by Carrier, its employees, its agents, or any other personnel it engages. Carrier agrees that each Shipper for whom Carrier (or any delivering carrier Subcontracted by Carrier) transports one or more Shipments pursuant to this Agreement is a third party beneficiary of this Section with the independent power/authority to enforce its terms.

13. Confidentiality. Except to the extent required by law, Carrier shall not disclose to third-parties either the terms of this Agreement or any confidential or proprietary information Carrier learns about Broker, Shippers, consignees, or any other parties in the course of performing any Services under this Agreement.

14. Governing Law and Dispute Resolution. Except to the extent that such laws are preempted by reason of applicable law, this Agreement shall be interpreted in accordance with the laws of the State of Mississippi, disregarding any choice-of-law principle under which that State would look to the laws of another jurisdiction. Any disputes between the Parties arising out of or resulting from this Agreement shall be settled exclusively by a final and binding arbitration proceeding in Madison, Mississippi, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Broker shall be entitled to recover from Carrier all reasonable costs, including but not limited to staff time, costs of the arbitration proceeding, attorneys’ fees, and all other related expenses, incurred in any such proceeding in which Broker is the prevailing party, in whole or in part.

15. Notices. Any notice or other communication required hereunder shall be in writing and delivered or sent to the address set out in the signature block of this Agreement.

16. Back-Solicitation. Carrier shall not solicit Shipment business or transport, directly or indirectly, Shipments during the term of this Agreement, or for 24 months thereafter, from any Shipper, consignor, consignee, customer, and/or any other entity with a relationship to Broker which was not solicited by Carrier prior to the Effective Date of this Agreement. For purposes of this Section, the term “Carrier” shall mean Carrier and all related parties, whether carrier, broker, freight forwarder, holding company or otherwise, including, without limitation, Carrier’s principals, officers, directors, shareholders and other affiliates, whether acting directly or indirectly. In addition to any and all rights and remedies set out in this Agreement or otherwise available to Broker under applicable law, in the event Carrier violates this Section, Carrier shall, during the term of this Agreement and for the first twelve (12) months following the termination of this Agreement, pay Broker as liquidated damages 20% of the gross amount invoiced by Carrier for its services concerning each Shipment that breaches the covenant to not “back solicit” set out in this Section, and Carrier shall be liable for all costs incurred by Broker in enforcing this provision, including, but not limited to reasonable attorney’s fees.

17. Assignment. Neither Party shall assign this Agreement or any provisions herein without prior written consent of the other.

18. Entire Agreement; Modification. This Agreement, including the attached Exhibits, supersedes all other agreements and/or communications, both oral and written, and contains the entire understanding of the Parties relating to the subject matter stated herein. This Agreement cannot be amended except in writing, signed and dated by authorized representatives of both Parties. This Agreement shall inure to the benefit of, and be enforceable by, the Parties and their lawful successors, heirs, and authorized assigns.

19. Waiver. The Parties enter into this Agreement in accordance with 49 U.S.C. §14101(b)(1) and expressly waive any and all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with this Agreement. Neither the failure of a Party to exercise any right, power or privilege under this Agreement, nor its delay in any such exercise, shall operate as a waiver of that right, power or privilege.

20. Severability. Should any provision of this Agreement be declared invalid or unenforceable, such provision shall be considered severed from this Agreement to the extent of such invalidity or unenforceability. All remaining provisions of this Agreement shall remain in full effect.

21. Term and Termination. The term of this Agreement shall commence on the Effective Date, shall continue for a period of one (1) year thereafter, and shall automatically renew for successive one (1) year term periods unless a Party provides written notice of termination at least thirty (30) days prior to the end of the then current term. Either Party may terminate this Agreement immediately and without penalty as a result of a material violation or breach by the other Party of any provisions of this Agreement. If any Shipment within the scope of the Services remains in transit on the effective date of a termination of this Agreement, both Parties’ rights and duties under this Agreement shall remain in effect with respect to such Shipment until it is delivered and all related invoices and claims are satisfied. The rights and obligations in Sections 11, 12, 13, 14 and 16 shall survive the termination of this Agreement.

Each of the Parties has caused this Agreement to be executed by such Party’s duly authorized representatives, possessing the power to bind the Party, effective on the date first written above.

Carrier shall obtain, carry and keep in force, at its own expense, liability coverage under such terms as will at all times meet the requirements of applicable federal, state, and local laws (sufficient to cover the entire geographic scope of Carrier’s performance pursuant to this Agreement) and as set forth below. Such insurance shall be with carriers rated with at least an A.M. Best rating of B+. Carrier will cause its insurance provider to name Broker as Additional Insured, and/or as a loss payee or Certificate Holder, on the General Liability, Auto Liability and Cargo policies, and such policies shall provide that Broker will be provided with thirty (30) days written notice of cancellation or termination. Proof of such insurance shall be provided by Carrier to Broker when required by Broker. Carrier shall confirm each insurance company providing any of the coverage required by this Agreement has complied with all applicable regulations of the FMCSA. Carrier shall provide timely written notice to Broker of any cancellation or modification of any policies or certificates described herein. In the event of a claim or loss, Carrier shall timely notify the applicable insurance carrier(s) and timely submit all required documentation and information to support the claim.

1. Workers Compensation (including occupational disease): Coverage required by any applicable federal, state, or local laws, rules, regulations or ordinances.

2. Commercial General Liability: Broad form property damage, products and completed operations coverage, including pollution and contractual liability, with a limit of liability of no less than [$1,000,000] per occurrence, provided that any Carrier requested by Broker to transport any hazardous material (as defined in 49 C.F.R. § 105.5), the applicable limitation of liability shall be no less than [$5,000,000] per occurrence.

3. Commercial Automobile Liability: Truckers or Automobile Liability coverage with a combined single limit of liability of no less than [$1,000,000] covering all vehicles however owned, leased, contracted and/or used by Carrier to provide Services under this Agreement. The policy is to include Pollution coverage affirmatively with endorsement CA9948 or provide pollution coverage with a separate pollution policy. The policy is to include the MCS-90 endorsement as an attachment.

4. Cargo Liability: Coverage with limits of liability of no less than [$100,000] per occurrence. No limitation of Carrier's liability under 49 USC § 14706(c)(1)(A) or otherwise shall apply, unless Carrier first obtains the express written consent of Broker. Unless prior written approval is provided by Broker, the coverage provided under the cargo policy shall have no exclusions or restrictions of any type that would foreseeably preclude coverage, or reduce coverage amount, relating to a cargo loss, damage or delay claim, including but not limited to any such exclusions for fraud, infidelity, unattended vehicle, dishonesty or criminal acts of Carrier’s employees, agents, or any other personnel it engages. Exclusions or limitations in Carrier’s cargo liability insurance coverage shall not exonerate Carrier from any such liabilities.

5. Any other insurance which may be required by any applicable federal, state, or local laws, rules, regulations or ordinances.

I certify that the information provided is correct and that I have the authority to make requests on the part of the named carrier. If Direct Deposit is chosen above - I hereby request that Brothers Logistics remit payments for all invoices due to the named carrier by way of electronic funds transfer directly into the account number provided on the voided company check attached. It is further understood that requests to terminate this agreement must be in writing and received by Brothers Logistics ten (10) business days prior to terminating Direct Deposit funds.