REFERENCE #1

REFERENCE #2

REFERENCE #3

THIS AGREEMENT (“Agreement”) is made

by and between Brothers Logistics, LLC, 421 Business Park Dr. Madison, MS 39110 (“BROKER”) and

(“SHIPPER”); collectively, the “PARTIES.”

A. BROKER is a Federal Motor Carrier Safety Administration (“FMCSA”) registered broker holding License No. MC‐01318268, a copy of which is incorporated herein by this reference.

B. SHIPPER, to satisfy some of its transportation needs, desires to utilize the services of BROKER to arrange for the transportation of SHIPPER’s freight. NOW, THEREFORE, intending to be legally bound, BROKER and SHIPPER agree as follows:

1. TERM Subject to Paragraph 12, the term of this Agreement shall be one (1) year, commencing on the date shown above, and shall automatically renew for successive one (1) year periods; provided, however, that either PARTY may terminate this Agreement on thirty (30) days written notice to the other PARTY, with or without cause, or as otherwise provided in this Agreement.

2. SERVICE BROKER agrees to arrange for transportation of SHIPPER’s freight pursuant to the terms and conditions of this Agreement and in compliance in all material respects with all federal, state and local laws and regulations relating to the brokerage of the freight covered by this Agreement. BROKER’s responsibility under this Agreement shall be limited to arranging for, but not actually performing, transportation of SHIPPER’s freight.

3. VOLUME
A. SHIPPER anticipates tendering a series of shipments to BROKER during the term of this Agreement for BROKER to arrange transportation for, but SHIPPER is not obligated to tender any minimum number of shipments to BROKER. SHIPPER is not restricted from tendering freight to other brokers, freight forwarders, third‐party logistics providers, or directly to motor carriers. BROKER is not restricted from arranging transportation of freight for other parties.
B. SHIPPER shall be responsible to BROKER for timely and accurate delivery specifications and description of the cargo, including, but not limited to, dimensions, weight, and any special handling or security requirements. However, compliance with such specifications, descriptions, and other additional requirements from SHIPPER is solely the responsibility of the Carrier.

4. FREIGHT CARRIAGE. BROKER warrants that it has entered into, or will enter into, bilateral written contracts with each Carrier it utilizes in the performance of this Agreement (the Broker‐Carrier Contracts are referred to herein as “Carrier Contract”). BROKER further warrants that those Carrier Contracts will comply in all material respects with all applicable 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 performance of this Agreement.

A.To the fullest extent allowed by law, Carrier shall agree to defend, indemnify and hold BROKER and SHIPPER harmless from any and all damages, claims or losses arising out of its performance of the Carrier Contract, including cargo loss and damage, theft, delay, damage to property, and personal injury or death.

B. Carrier shall agree that its liability for cargo loss or damage shall be determined by 49 USC §14706 (the Carmack Amendment). Exclusions or limitations in Carrier’s insurance coverage shall not exonerate Carrier from this liability. No limitation of Carrier's liability under 49 USC § 14706 (c)(1)(A) or otherwise shall apply, unless BROKER first obtains the express written consent of SHIPPER.

C. Carrier shall agree to maintain at all times during the term of the Carrier Contract, insurance coverage with limits not less than the following:

Auto Liability $1,000,000
Cargo Liability $100,000
Worker’s Comp. as required by law

BROKER shall verify that each Carrier it utilizes in the performance of this Agreement has insurance coverage as defined above. The required insurance shall cover the entire geographic scope in which the Carrier will operate in performing services under this Agreement. Carrier shall agree that the provisions contained in 49 CFR Part 370 shall govern the processing of claims for loss, damage, injury or delay to property and the processing of salvage., unless otherwise agreed in writing in an instrument signed by the Carrier, SHIPPER, and BROKER.

D. BROKER and Carrier 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.

E. Carrier shall agree that at no time during the term of the Carrier Contract with BROKER, shall Carrier have an “Unsatisfactory” safety rating as determined by the Federal Motor Carrier Safety Administration (“FMCSA”), and Carrier shall agree to a representation in the Carrier Contract that it has no knowledge of any threatened or pending interventions by FMCSA; if Carrier is assigned, or receives notice that it will be assigned, an “Unsatisfactory” safety rating, or that Carrier’s rating has changed from “Satisfactory” to “Conditional,” or if Carrier was previously unrated and receives a rating of “Unsatisfactory” or “Conditional” by the FMCSA, it shall immediately notify BROKER and shall not transport any freight pursuant to the Carrier Contract without BROKER’s prior written consent. The provisions of this paragraph are intended to include safety rating designations that may replace those above, which are subject to change by FMCSA at any time.

F. Carrier shall agree that the terms and conditions of its Carrier Contract with BROKER shall apply on all shipments it handles for BROKER. Any tariff terms or provisions published by Carrier that are inconsistent with the Carrier Contract shall be subordinate to the terms of the Carrier Contract.

G. Pursuant to 49 USC § 14101(b), Carrier and BROKER shall expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with the Carrier Contract.

H. Carrier shall agree to not re‐broker, co‐broker, assign, or interline any shipments without prior written consent of BROKER. If Carrier breaches this provision, BROKER shall have the right to pay the monies it owes Carrier directly to the delivering carrier in lieu of payments to the Carrier. Under no circumstance shall Carrier be released from any liability or obligation to BROKER or SHIPPER under the Carrier Contract or this Agreement. Carrier shall not have recourse against SHIPPER for BROKER’s nonpayment of freight bill(s) to Carrier associated with any brokerage, re‐brokerage, assignment, interline, or subcontracting by Carrier that was not properly approved in writing by BROKER. Upon request, SHIPPER shall be provided with copies of BROKER’s standard form of Broker‐Carrier Contract (aka “Carrier Contract”) and Load Confirmation sheet prior to executing this Agreement, If SHIPPER requested copies of these documents and further acknowledges that each document is acceptable to and approved by SHIPPER to be in compliance with this paragraph 4 and shall not be subject to any subsequent claim by SHIPPER that either or both violate this paragraph 4.

5. RECEIPTS AND BILLS OF LADING. If requested by SHIPPER, BROKER agrees to provide SHIPPER with proof of acceptance and delivery of shipments in the form of copies of a signed Bill of Lading or Proof of Delivery. SHIPPER’s, Carrier’s, or any other person’s or party’s insertion of BROKER’s name on the bill of lading shall be for SHIPPER’s, Carrier’s or other person’s or party’s convenience only and shall not change BROKER’s status as a property broker. 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 BROKER, SHIPPER, Carrier selected by BROKER, 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.

6. PAYMENTS. BROKER shall invoice SHIPPER for its services in accordance with the rates, charges and provisions mutually agreed to between the BROKER and SHIPPER whether orally, verbally in writing, or implicit from the circumstances, including prior shipments the rates corresponded or applied to historically. If rates are not confirmed in writing, such rates shall be considered “written,” and shall be binding, upon BROKER’s invoice to SHIPPER and SHIPPER’s payment or failure to deliver (fax or email acceptable) written objection within seven (7) days after the date of BROKER’S invoice. SHIPPER agrees to pay BROKER’s invoice within fourteen (14) days of invoice date without deduction or setoff. BROKER shall apply payment to the amount due for the specified invoice, regardless of whether there are earlier unpaid invoices. Payment of the freight charges to BROKER shall relieve SHIPPER, consignee or other responsible person or party of any liability to the Carrier for non‐payment of its freight charges. BROKER shall indemnify SHIPPER from and against any claim for freight payment brought by Carrier against SHIPPER when SHIPPER has paid BROKER and BROKER has failed to pay Carrier. BROKER shall not be responsible for payment to SHIPPER and/or Carrier of additional fees, expenses, costs, or surcharges—including but not limited to vehicle or equipment maintenance or repair costs, fuel costs, freight storage costs, accessorial charges, etc.—unless BROKER agrees to such additional fees, expenses, costs, or surcharges in a writing signed by BROKER prior to shipment pickup by Carrier and with reasonable advance notice.

7. CLAIMS.
A. Freight Loss and Damage Claims: Except as otherwise provided under this subparagraph 7.A., BROKER’s sole obligation in regard to claims for loss or damage shall be to assist SHIPPER in filing and processing claims with the motor carrier arranged by BROKER, if requested to do so by SHIPPER.
SHIPPER must file claims for cargo loss or damage with BROKER within ninety (90) days from the date of such loss, shortage or damage, which for purposes of this Agreement shall be the delivery date or, in the event of non‐delivery, the scheduled delivery date. SHIPPER’s filing a claim with BROKER, and BROKER’s receipt of SHIPPER’s claim, shall be and is for convenience only since BROKER is not liable as a Carrier under 49 USC § 14706. SHIPPER has the right to file a claim directly with the Carrier rather than with BROKER.
Carriers utilized by BROKER shall agree in the Carrier Contract with BROKER to be liable for cargo loss or damage as outlined in subparagraph 4.B above.

It is understood and agreed that BROKER is not a Carrier and/or a freight forwarder and that BROKER shall not be liable under 49 USC § 14706 for loss, damage or delay in the transportation of SHIPPER's property unless caused solely by BROKER’s negligent or intentional acts or omissions in the performance of this Agreement; and any such claim against BROKER by SHIPPER must be made within ninety (90) days from the date of the loss, shortage, or damage; and any civil action in a court of law must be commenced within one (1) year from the date the BROKER provides written notice to SHIPPER that all or any part of the claim is denied or disallowed.

In the event BROKER elects, in its sole and absolute discretion, to pay a claim for freight loss or damage made by SHIPPER even though BROKER has no contractual obligation to do so, upon such payment SHIPPER automatically assigns and transfers to BROKER, without further action required, all of SHIPPER’s rights and claims against any and all parties that may be liable for the loss or damage, including but not limited to the motor carrier arranged by BROKER to transport the shipment and the motor carrier that actually transported the shipment; provided, however, SHIPPER shall execute any written assignment or similar document if requested to do so by BROKER. Where BROKER elects to pay a claim and all rights thereto are assigned and transferred to BROKER pursuant to this paragraph, SHIPPER agrees to provide all documents and witnesses necessary for BROKER to prosecute the claim.

In no event shall BROKER or Carrier be liable to SHIPPER for special, incidental, or consequential damages that relate to loss, damage or delay to a shipment, unless SHIPPER informed BROKER in written or electronic form, prior to shipment pick up by the Carrier, of the potential nature, type and approximate amount of such damages, and BROKER specifically agrees in written or electronic form to accept responsibility for such damages prior to shipment pickup by the carrier and prior to BROKER’S issuance of a Load Confirmation Sheet to the Carrier. In no event shall BROKER or Carrier be liable for punitive or exemplary damages.

B. All Other Claims: BROKER and SHIPPER shall notify each other of all known material details within forty‐five (45) days of receiving notice of any claims other than cargo loss or damage claims and shall update each other promptly thereafter as more information becomes available. Civil action or initiation of alternative dispute resolution shall be commenced within one (1) year from the date either PARTY provides written notice to the other PARTY of such a claim.

8. INSURANCE BROKER agrees to procure and maintain at its’ own expense, at all times during the term of this Agreement, the following insurance coverage amounts:

A. Comprehensive general liability insurance covering bodily damage injury and property: $1,000,000.00
B. Contingent Cargo: $100,000.00
C. Errors and Omissions: $1,000,000.00
D. Contingent Auto: $100,000.00
E. Worker’s Comp.: as required by law

If requested by SHIPPER, BROKER shall submit to SHIPPER a certificate of insurance as evidence of such coverage and which names SHIPPER as “Certificate Holder,” “Insured,” or an analogous designation”. In addition, BROKER will provide SHIPPER with a copy of BROKER’s Contingent Cargo, Errors and Omissions, and Contingent Auto insurance, and any amendments or replacements, for review at SHIPPER’s request. SHIPPER shall have thirty (30) days to review the policy(ies) and provide BROKER with any objections in writing, which the PARTIES shall then attempt to resolve in good faith. If SHIPPER does not provide any written objections within thirty (30) days, the policies shall be deemed acceptable for all purposes.

The Contingent Cargo and Contingent Auto Liability insurance coverage specified in this paragraph is provided to SHIPPER by BROKER as additional consideration for this Agreement and as an accommodation and benefit to SHIPPER; and such contingent coverage provided by BROKER does not change BROKER’s status and liability as a broker only. Further, in no event shall BROKER’s responsibility and/or liability ever be greater than the coverage limits set forth above.

9. SURETY BOND. BROKER shall maintain a surety bond or trust fund agreement as required by the FMCSA in the amount of $75,000 or as otherwise required by the FMCSA and furnish SHIPPER with proof upon request.

10. HAZARDOUS MATERIALS. SHIPPER shall comply with all applicable laws and regulations relating to the transportation of hazardous materials as defined in 49 CFR §172.800, §173, and § 397 et seq. to the extent that any shipments constitute hazardous materials. SHIPPER is obligated to inform BROKER immediately if any such shipments constitute hazardous materials. SHIPPER shall defend, indemnify, and hold BROKER harmless from any penalties or liability of any kind, including reasonable attorney fees, arising out of SHIPPER’s failure to comply with applicable hazardous materials laws and regulations.

11. HOMELAND SECURITY. As applicable to each, respectively, BROKER and SHIPPER shall comply with state and federal Homeland Security related laws and regulations.

12. “CURE”/DEFAULT.
A. Both parties will discuss any perceived deficiency in performance and will promptly endeavor to resolve all disputes in good faith. However, if either PARTY materially fails to perform its duties under this Agreement, the PARTY claiming default may terminate this Agreement on thirty (30) days prior written notice to the other PARTY. SHIPPER shall be responsible to pay Broker for any services performed prior to the termination of this Agreement and for shipments scheduled and in transit but not yet completed and/or not yet invoiced to SHIPPER.
B. Default: The following actions, in addition to any other material breach described elsewhere in this Agreement, shall each constitute a material breach of this Agreement:
1. Either PARTY files a voluntary petition under Chapter 7 or 11 of the U.S. Bankruptcy Code, or any equivalent state law; or such a petition is filed against the PARTY under federal or state law, which is not dismissed within sixty (60) days.
2. Any license required for BROKER to perform its obligations under this Agreement is revoked, canceled, suspended, or discontinued by operation of law or otherwise.
C. In the event of the occurrence of any breach(es) listed in this Section 12.B. above, the non‐breaching PARTY may terminate this Agreement effective immediately upon written notice to the breaching PARTY.

13. INDEMNIFICATION. Except as provided in paragraph 14 and as otherwise provided in this paragraph 13, subject to the monetary insurance limits in and the coverages provided by the policies required in paragraph 8, BROKER and SHIPPER shall defend, indemnify, and hold each other harmless against any claims, actions or damages, including, but not limited to, payment of rates and/or accessorial charges to carriers, arising directly and proximately out of the Parties’ respective performances under this Agreement, provided, however, the indemnified Party shall not offer settlement in any such claim without the agreement of the indemnifying Party which agreement shall not be unreasonably withheld. If the indemnified Party offers or agrees to a settlement for such a claim without the written agreement of the indemnifying Party, the indemnifying Party shall be relieved of its indemnification obligation. Neither Party shall be liable to the other Party for any claims, actions or damages to the extent they are due to the negligent or intentional acts or omissions of the other Party. BROKER’s indemnification, defense, and hold harmless obligations set forth above shall not apply to the loss, damage or delay of any shipment, which shall instead be governed by paragraph 7 herein. No Party’s indemnification, defense, and/or hold harmless obligations set forth above shall apply to claims, actions, or damages resulting from another Party’s act or omission that was not directly and proximately related to the performance of this Agreement. The obligation to defend shall include all costs of defense as they accrue.

14. ASSIGNMENT/MODIFICATIONS OF AGREEMENT. Neither PARTY may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other PARTY. No amendment or modification of the terms of this Agreement shall be binding unless in writing and signed by the PARTIES.

15. SEVERABILITY/SURVIVABILITY. n the event that the operation of any portion of this Agreement results in a violation of any law, or any provision is determined by a court of competent jurisdiction to be invalid or unenforceable, the PARTIES agree that such portion or provision shall be severable and that the remaining provisions of the Agreement shall continue in full force and effect. The representations and obligations of the PARTIES shall survive the termination of this Agreement for any reason.

16. INDEPENDENT CONTRACTOR. It is understood between BROKER and SHIPPER that BROKER is not an agent for the carrier or SHIPPER and shall remain at all times an independent contractor. SHIPPER does not exercise or retain any control or supervision over BROKER, its operations, employees, or carriers. 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, or employer/employee relationship between the Parties. Neither Party has any right to control, discipline or direct the performance of any employees, or agents of the other Party. Neither Party shall represent to any person or entity that it is anything other than an independent contractor in its relationship to the other party.

17. NONWAIVER. Failure of either PARTY to insist upon performance of any of the terms, conditions or provisions of this Agreement, or to exercise any right or privilege herein, or the waiver of any breach of any of the terms, conditions or provisions of this Agreement, shall not be construed as thereafter waiving any such terms, conditions, provisions, rights or privileges, but the same shall continue and remain in full force and effect as if no forbearance or waiver had occurred.

18. NOTICES. Except as otherwise provided in this agreement, all notices and other communications under this Agreement must be in writing and will be deemed to have been given if delivered personally, sent by facsimile (with confirmation), mailed by certified mail with return receipt requested, or delivered by an overnight delivery service (with confirmation) to the PARTIES at the addresses or facsimile numbers (or at such other address or facsimile number as a PARTY may designate by like notice to other PARTIES) set forth below.

19. FORCE MAJEURE. Neither PARTY shall be liable to the other for failure to perform any of its obligations under this Agreement during any time in which such performance is prevented by fire, flood, or other natural disaster, war, embargo, riot, civil disobedience, or the intervention of any government authority, or any other cause outside of the reasonable control of the SHIPPER or BROKER, provided that the PARTY so prevented uses its best efforts to perform under this Agreement, unless such efforts would be manifestly futile under the circumstances, and provided further, that such PARTY provide reasonable notice to the other PARTY of such inability to perform. Performance obligations of the Parties may be extended by the amount of delay caused by Force Majeure events.

20. CHOICE OF LAW. All questions concerning the construction, interpretation, validity and enforceability of this Agreement, whether in a court of law or in arbitration, shall be governed by and construed and enforced in accordance with the laws of the State of Mississippi, without giving effect to any choice or conflict of law provision or rule that would cause the laws of any other jurisdiction to apply.

21. MUTUAL COOPERATION AND RESOLUTION OF DISPUTES The PARTIES shall use reasonable commercial efforts to resolve by mutual agreement any and all disputes arising out of or relating to this Agreement and agree to follow the following procedure before resorting to litigation:
A. The respective Presidents (or other designated company official that has the power to settle a dispute without obtaining approval from others) of the PARTIES shall initially attempt to resolve any dispute in person or by telephone. If the PARTIES’ Presidents do not resolve the dispute within thirty (30) days of becoming aware of the dispute, the PARTIES shall refer the dispute to appropriate mediation, as described in subparagraph 22 B;
B. If the dispute is not resolved by the PARTIES’ respective Presidents, the PARTIES shall submit the dispute to a neutral mediator for mediation, which mediation shall be completed within thirty (30) days after the failure to resolve the dispute by the PARTIES’ Presidents, and the costs of the mediator and mediation shall be shared equally by the PARTIES.
C. Any resolution of the dispute shall be recorded in writing and signed by the PARTIES. The signed document(s) shall be deemed to form part of this Agreement.
D. The PARTIES shall use their best efforts and act under an obligation of good faith to resolve any dispute in a mutually satisfactory manner during the above dispute resolution process; and
E. to any incurred‐on appeals. If the matter is not resolved by the PARTIES’ respective Presidents or through mediation, either PARTY may pursue, including but not limited

22. CONFIDENTIALITY. Other than as required to comply with law or legal process requiring disclosure, the PARTIES agree to the following:
A. 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.
B. 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 non‐prevailing PARTY shall be liable for all costs and expenses incurred, including but not limited to reasonable attorney’s fees.

23. ENTIRE AGREEMENT: This Agreement, including all Appendices and Addenda, constitutes the entire agreement intended by and between the PARTIES and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements, and understandings, whether oral, written, expressed or implied, with respect to the subject matter hereof. 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, except as explicitly provided in the Agreement.

24. BACK SOLICITATION: SHIPPER shall not solicit the services of BROKER’s motor carriers where the SHIPPER’s use of such carrier first occurred through the BROKER’s efforts. If the SHIPPER breaches this provision of this Agreement, BROKER shall be entitled, as reasonable damages and not as a penalty, to a commission of fifteen percent of the gross revenue from traffic assigned by SHIPPER to such carrier for a period of fifteen months. SHIPPER also agrees that the breach of this provision entitles BROKER to be entitled to obtain an injunction against SHIPPER in a court of competent jurisdiction, at BROKER’s option.

25. WAIVER: Although BROKER is not a Carrier, the PARTIES nevertheless hereby waive, pursuant to 49 USC 14101 (b)(1), any and all provisions of Title 49, U.S. Code, Subtitle IV, Part B, to the extent they conflict with any provision of this Agreement.

IN WITNESS WHEREOF, the PARTIES hereto have caused this Agreement to be executed in their respective names by their fully authorized representatives as of the dates first above written.