Dear Carrier Partner:

Transcription

1 Dear Carrier Partner: We would like to thank you for your interest in becoming a valuable carrier partner with JAM Logistics,LLC. As a leading third-party logistics company, we provide quality transportation solutions to freight customers and carrier partners throughout the United States, Canada, and Mexico. Attached, you will find important information about our company. We have included information regarding key contacts, banking history, credit references, bond listing and operating authority. In addition, we would like to offer to you our Carrier Quick Pay Program. This program gives carriers a chance to increase their cash flow by allowing us to be your financial partner and process carrier payments within 24 hours of receiving proper and clean paperwork. In order for us to properly bring you aboard as a carrier partner, it is very important that you fill out the appropriate information about your organization so we can begin tendering your loads. The following forms are required as part of our Carrier On-Boarding program: 1) Completed Carrier On-Boarding Questionnaire (Attached) 2) Signed Contract for Transportation of Property (Attached) 3) Completed W9 Tax Form 4) Appropriate Operating Authority Documentation 5) Certificate of Insurance and Exclusions We are very interested in working with you to maximize business opportunities and look forward to a long lasting relationship. If you have any questions, please feel free to give us a call at any time. FAX ALL DOCUMENTS BACK TO Sincerely, Steven J. Abts General Manager sabts@jam-logistics.com (Fax)

2 Corporate Office - Seymour, WI 225 South Main Street Seymour, WI Phone: Fax: Corporate Information: Date Established: 8/24/2014 No. of Employees: 3 Fed ID #: Corporate Officers: Kimani Jefferson & Steven Abts MC #: General Manager: Steven Abts Office Hours: Mon-Fri CST Phone: Fax: sabts@jam-logistics.com Website: Banking Information: Nicolet National Bank - Brad Hutjens City/St: Green Bay, WI Phone: Credit References: 1. Brooks Trucking Tim Brooks Ken Schweitzer Trucking Ken or Pam All Around Express LLC Jim Peterson Black Oak Transport Romona Vetting Transport Chad Vetting

3 Corporate Office - Seymour, WI 225 South Main Street Seymour, WI Phone: Fax: CARRIER ON-BOARDING INFORMATION GENERAL INFORMATION: Company Name: DBA: Incorporated? Yes No Address: MC #: City/State/Zip: Fax #: Phone #: Federal ID #: PAYMENT INFORMATION: Address: City/State/Zip: Factoring Company: Name of Factoring Company: Address: City/State/Zip: Assignment Letter Sent?

4 DISPATCH INFORMATION: Dispatch Contact: Corporate Office - Seymour, WI 225 South Main Street Seymour, WI Phone: Fax: Phone/Ext: Cell #: Fax #: After Hours Contact: Phone/Ext: Cell #: Fax #: ACCOUNTS RECEIVABLE: Contact: Phone/Ext: Cell #: Fax #: INSTRUCTIONS FOR SUBMITTING INVOICE FOR PAYMENT Please include: An invoice, the JAM reference number, a legibly signed Proof of Delivery (POD) and all required documents. all paperwork to jamfinance@jam-logistics.com or fax to to be processed (No cover page needed) Payment terms: 30 days from receipt of bill and signed Proof of Delivery (POD) QUICK PAY PROGRAM Quick Pay is available upon request by ing jamfinance@jam-logistics.com or by calling (4% charge). Payment can be made via paper check and mailed within 24 hours after receiving all required documents. We also offer ACH directly to your bank account ($10 fee on top of 4% charge). Any questions regarding payment issues: jamfinance@jam-logistics.com or call No fuel advances will be given to carriers enrolled in Quick Pay. Carriers with Factoring Companies are not eligible for Quick Pay.

5 RATE CONFIRMATION SHEETS Fax signed rate confirmation sheets back to or to You may write on the rate confirmation your pro number, driver name, truck/trailer numbers or any information to help with tracking you load.

6 logistics llc brokerage trucking technology consulting IN ORDER TO ENROLL YOU IN THE QUICK PAY PROGRAM, THE ATTACHED QUICK PAY ENROLLMENT FORM AND THE MOTOR CARRIER AGREEMENT MUST BE SIGNED AND RETURNED. ONCE THE CARRIER AGREEMENT AND QUICK PAY ENROLLMENT ARE RECEIVED, YOU WILL BE ACTIVATED AS A QUICK PAY CARRIER. PAYMENTS ARE MADE WITH A PAPER CHECK THAT IS MAILED (NOT A COM CHECK OR DIRECT DEPOSIT) ***NOTE: No Fuel Advances via ComCheck will be given to Carriers enrolled in the Quick Pay Program*** THE QUICK PAY AGREEMENT WILL REMAIN IN EFFECT UNTIL ONE OF THE FOLLOWING: - NOTIFICATION IN WRITING FROM THE CARRIER - A FACTORING COMPANY BECOMES INVOLVED - ONCE YEAR OF INACTIVITY - FAILURE TO PROVIDE SIGNED MOTOR CARRIER AGREEMENT (UPDATES) PLEASE SEND THE COMPLETED FORMS BACK TO: FAX OR jamfinance@jam-logistics.com JAM Logistics, LLC 225 South Main Street Seymour, Wisconsin [o] [f] jam-logistics.com

7 Optional Quick Pay Program Enrollment Form Carriers with Factoring Companies are NOT ELIGIBLE JAM Logistics, LLC is excited to offer our contracted carriers our Quick Pay Program (JAM must have a Signed Carrier Contract on file). As a valued partner, we are offering the ability to process payment within 24 hours of receiving a clean bill of lading, signed rate confirmation and invoice. The payment will be a paper check (not a COMCHECK) processed and mailed to you during normal business days (Saturday and Sunday are excluded). By agreeing to the Quick Pay option, JAM will deduct 4% of the contracted amount from the carrier settlement and you will be set up as a Quick Pay Carrier for all subsequent loads moved for JAM. If you re interested in participating in this pay program please fill out the requested information and fax back to JAM Logistics at or jamfinance@jam-logistics.com. Date: Carrier Name: Address: Carrier Fed ID # MC# Contact Name: Contact Address: Contact Phone #: Contact Fax #: Officer Signature: Title: This agreement will remain in effect until notification in writing by an Officer of your company or One Year of Inactivity. Carrier acknowledges that the payment of funds has not been committed to any other factoring company. Carrier also acknowledges that all rules and regulations between them and JAM have been followed, to include no double-brokering of loads, which will affect carrier payments. JAM is not responsible for any prior arrangements or obligations resulting in JAM paying twice for services rendered to them. ***NOTE: No Fuel Advances via ComCheck will be given to carrier enrolled in the Quick Pay Program*** ** A clean bill of lading is defined as a signed proof of delivery with no claims exceptions. Any additional accessorial charges will be handled on a case-by-case basis. JAM Logistics, LLC 225 South Main Street Seymour, Wisconsin [o] [f] jam-logistics.com

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11 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. INSURED INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON-OWNED AUTOS BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) JAMLOG2 UMBRELLA LIAB EACH OCCURRENCE $ OCCUR EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY STATUTE ER Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N / A E.L. EACH ACCIDENT $ (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ $ $ OP ID: AJ 09/16/2014 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) mustbeendorsed. IfSUBROGATIONISWAIVED, subjectto the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: LaVonne A. Handrich T. I. S., Ltd. PHONE FAX P. O. Box 740 (A/C, No, Ext): (A/C, No): Weyauwega, WI ADDRESS: info@tislimited.com James E. Biddison INSURER(S) AFFORDING COVERAGE NAIC # Jam Logistics LLC dba Jam Brokerage 225 South Main Street Seymour, WI Lloyds of London INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERMORCONDITIONOFANYCONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BYTHEPOLICIESDESCRIBEDHEREINISSUBJECTTOALLTHETERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR IRPI-GL /09/ /09/2015 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 50,000 MED EXP (Any one person) $ 1,000 PERSONAL & ADV INJURY $ 1,000,000 2,000,000 1,000,000 A Contingent Cargo IRPI-MCC /09/ /09/2015 Limit 100,000 Deduct 1,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Cargo includes reefer breakdown $2500 deductible CERTIFICATE HOLDER Sample Only xxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxx XXXXXXXXXX SAMPLE1 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE James E. Biddison ACORD 25 (2014/01) ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD

12 THISAGREEMENTisenteredintothis dayof, 20,byandbetweenJAMLogisticsLLCdbaJAMBrokerage(BROKER), a Registered Property Broker, Lic No. MC_880093; and,mc# (CARRIER);collectively, the Parties. Registered meansoperatedunderauthorityissuedbythe FederalMotorCarrierSafetyAdministrationoritspredecessoragencies, withintheu.s.departmentoftransportation. A.(CARRIER(REPRESENTS(AND(WARRANTS(THAT(IT:(( (((((1. Is a Registered Motor Carrier of Property authorized to provide transportation of property under contracts with shippers and receivers and/orbrokersofgeneralcommodities. 2.Shalltransporttheproperty,subjecttothetermsofthisAgreement. 3. Makes the representations herein for the purpose of inducing BROKERtoenterintothisAgreement. 4.Hasandwillmaintaincargo,personalinjury,publicliability,motor vehicleliability(includingbutnotlimitedtohiredandnon_ownedmotor vehicles)insuranceasdescribedbelow. 5.Willnotinsert,norauthorizeaSHIPPERtoinsertBROKER Sname onabillofladingastheshipperorcarrierwithoutbroker Sexpress writtenconsent. 6.HasauthorizedthepersonsigningthisAgreementtodoso. 7. Will not re_broker, co_broker, subcontract, assign, interline, warehouseortransferthetransportationofshipmentshereundertoany otherpersonsorentityconductingbusinessunderadifferentoperating authority, without prior written consent of BROKER. If( CARRIER( breaches(this(provision,(broker(shall(have(the(right(of(paying(the( money(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( Par.A11,( CARRIER( shall( be( liable( for( consequential( damages( for( violation( of( this( provision.( Delivering( Carrier ( means( the( carrier( that(physically(transported(the(freight. 8. (i) Is in, and shall maintain compliance during the term of this Agreement,withallapplicablefederal,stateandlocallawsrelatingtothe provision of its services including, but not limited to: owner/operator lease regulations; loading and securement of freight regulations; implementation,maintenanceordriversafetyregulationsincluding,but not limited to, hiring, controlled substances, and hours of service regulations; sanitation, and temperature requirements for transporting food and other perishable products, qualification, licensing and training of drivers for any hazardous materials shipments; implementation, and maintenanceofequipmentsafetyregulations;maintenanceandcontrolof the means and method of transportation including, but not limited to, performance of its drivers; all applicable insurance laws (including but notlimitedto),workers compensationlawsandregulations; (ii) Is solely responsible for any and all management, governing, selection, discipline, direction and control of its employees, owner/operators, and equipment with respect to operating within all applicablefederalandstatelegalandregulatoryrequirementstoensure thesafeoperationofcarriersvehicles,driversandfacilities.carrier andbrokeragreethatsafeandlegaloperationofthecarrierandits driversshallcompletelyandwithoutquestionsgovernandsupersedeany service requests, demands, preferences, instructions, and information frombrokerorbroker scustomerwithrespectanyshipmentatany time. 9.CARRIERagreesthatatnotimeduringthetermofitscontrastwith BROKER shall it have an Unsatisfactory or Unfit safety reating as determinedbythefederalmotorcarriersafetyadministration(fmcsa) norisitsubjecttoanyinvestigationordisciplinaryactionsbyanystate agencyrelatedtoenforcementofsafetylawsandregulations.ifcarrier receivesan Unsatisfactory or Unfit safetyratingitshallimmediately notifybrokerandshallnottransportanyshipmenthereunderwithout JAM Logistics LLC dba JAM Brokerage 225 S Main Street Seymour, WI (o) (f) BROKER / MOTOR CARRIER AGREEMENT BROKER s prior written consent. If a safety rating is changed from Satisfactory to Conditional, CARRIER shall immediately notify BROKER.Theprovisionsofthisparagraphareintendedtoincludesafety ratingdesignationswhichmayreplacethoseabove,whicharesubjectto changebyfmcsaatanytime. 10. 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 the control of the CARRIER. 11. Will defend, indemnify, and hold BROKER and its customers harmless from any claims, losses, damages, or liability of any kind (including reasonable attorney s fees) arising out of CARRIER s performanceorviolationofanyofthetermsofthisagreement.broker reservestherighttocontrolthedefenseofanysuchmatter,includingthe righttodesignatecounsel. 12.Shallcomplywithallapplicablelawsandregulationsrelatingtothe transportationofhazardousmaterialsasdefinedin49c.f.r. 173etseq. (including any amendments) to the extent that shipments hereunder constitute Hazardous Materials. In such instance(s), CARRIER shall be solelyresponsibleforanyviolationoftheapplicablelawsandregulations and shall defend, indemnify, and hold BROKER and its customers harmless from any liability incurred, including, but not limited to reasonableattorney sfeesarisingfromanynon_compliance. 13.ExpresslyauthorizesBROKERtoacceptpaymentfromshippersfor CARRIER sservices,andwaivesallrightstocollectionfromshippersfor thoseservices. B.(BROKER(RESPONSIBILITIES: 1. SHIPMENTS, BILLING & RATES: BROKER shall offer CARRIER at leastthree(3)loads/shipmentsannually.brokershallinformcarrier of(a)placeoforiginanddestinationofallshipmentsand(b)ifapplicable, any time_ or temperature_sensitivity instructions or special equipment requirements provided BROKER has received such information from SHIPPER. 2. a) CARRIER authorizes BROKER to invoice shipper, receiver, consignor, consignee or any other party responsible for payment of freight charges on behalf of CARRIER. Payment of the freight charges BROKER shall relieve shipper, receiver, consignor or consignee of any liabilitytothecarrierfornon_paymentofcharges. b) BROKER agrees to conduct all billing services to shippers. CARRIER shall invoice BROKER for its (CARRIER) charges, as mutually agreedinwritingofbyfaxor ,electronicallyconfirmed;contained CARRIER s schedules of rates and charges, which are attached and incorporated by this reference. Additional rates for truckload or LTL shipments, or modifications or amendments of the above rates, or additionalrates,maybeestablishedtomeetchangingmarketconditions, shipper requirements, BROKER requirements, and/or specific shipping schedulesasmutuallyagreedupon,andshallbeconfirmedinwriting(by fax) by both Parties. Any such changes in rates shall automatically be incorporated herein by this reference. CARRIER s schedule of rates and chargesshallbeprovidedbycarriertobrokerinwriting(fax,mail,or )andshallincludeallrates,classifications,rules,andpracticesupon whichanyrateapplicabletotheshipmentstransportedisbased,andno part thereof shall be amended, modified, or changed without mutual writtenconsentoftheparties. 3.Additionally,anyrateswhichmaybeverballyagreeduponshallbe deemedconfirmedinwritingwherecarrierhasbilledtheagreedrate and BROKER has paid it. All written confirmations of rates, including confirmations by billing and payment, shall be incorporated herein be this reference. Unless specifically agreed to in writing, no rates or charges, including, but not limited to, accessorial charges, released rates, or limited liability rates or values, other than those mutually agreeduponbythepartieshereinshallbevalid. Broker s(initials( ( 1( Carrier s(initials( (

13 Broker/CarrierAgreement 4.PAYMENT:BROKERagreestopayCARRIERforitsservicesrendered hereunder,uponwrittenreceiptofproofofdeliveryorbilloflading,in accordancewiththeratessetforthabove,orasotherwiseagreed,within thirty (30) days of receipt of CARRIER s invoice, provided invoice is received not later than fifteen (15) days after date of delivery, or scheduleddateofdelivery,whicheverisearlier.ifcarrierbreachespar A7,BROKERshallhavetherightofpayingthemoniesitowesCARRIER directly to the Delivering Carrier, in lieu of payment to CARRIER. Upon BROKER payment to Delivering Carrier, CARRIER shall not be released fromanyliabilitytobrokerunderthisagreement.carrierexpressly waivesitsrighttocollectionaftertheninety_dayperiod.uponreceiptof payment,carrierautomaticallyassignsallofitsrightstopaymentfrom shippers,consignees,orthirdpartiestobroker.carriershallnotseek paymentfromshipper,consignees,orthirdparties. C.(CARRIER(RESPONSIBILITIES:( 1. EQUIPMENT: All shipments tendered by a shipper or customer to CARRIER,procuredbyBROKERunderthetermsofthisAgreement,shall beacceptedbycarrierfortransportation,providedsuchshipmentdoes not exceed the capacity (weight or cubic volume) of CARRIER s equipment. CARRIER agrees to provide the necessary equipment and qualifiedpersonelforcompletionofthetransportationservicesrequired forbrokerand/oritscustomers.carrieragreesthatallshipmentswill betransportedanddeliveredwithreasonabledispatch,orasotherwise agreed. All refrigerated equipment the CARRIER operates within CaliforniaunderthisAgreementisinfullcompliancewiththeCalifornia AirResearchBoard(ARB)TRUACTMin_useregulations.CARRIERshall beliabletobrokerforanypenalties,oranyotherliability,imposedon BROKER, SHIPPER, and/or CONSIGNEES because of CARRIER s use of non_compliantequipment. 2.BILLSOFLADING:CARRIERshallsignabillofladingproducedby shipper or carrier, in compliance with 49 CFR (and any amendments thereto) for the property it receives for transportation underthisagreement.unlessotherwiseagreedinwriting,carriershall become fully responsible/liable for the freight when it takes/receives possessionthereof,andthetrailer(s)isloaded,regardlessofwhethera bill of lading has been issued, and/or signed, and/or delivered to CARRIER, and which responsibility/liability continues until delivery to consignee at destination, and consignee signs bill of lading or delivery receipt and delivers it to CARRIER. All signed delivery receipts and/or bills of lading shall be sent to BROKER within 24 hours of pick_up or delivery.anytermsofthebillofladinginconsistentwiththetermsofthis AgreementshallbecontrolledbythetermsofthisAgreement.Failureto issueabilloflading,orsignabillofladingacknowledgingreceiptofthe cargo,bycarrier,shallnotaffecttheliabilityofcarrier. 3.LOSS&DAMAGECLAIMS: a) CARRIER shall comply with 49 C.F.R et seq. and any amendmentsand/oranyotherapplicableregulationsissuedoradopted bythefederalmotorcarriersafetyadministrationforprocessingallloss and damage claims and salvage, which arise out of the discharge of CARRIER sdutiesandresponsibilitieshereunder;and b)carrier sliabilityforanycargodamage,loss,ortheftfromany causeshallbedeterminedundercarmackamendment,49u.s.c ; and c)specialdamages:anyliabilityofcarrierunderpars.a11and12 whichmayexceeddamagesunderpar(b)aboveshallconstitutespecial damages,theriskofwhichisexpresslyassumedbycarrier,andwhich shallnotbelimitedbyanyliabilityundersubpar.(b)above;and d) CARRIER assumes all risk of loss and shall indemnify and hold BROKERharmlessfromanyliabilityarisingoutofviolationofPar.A(7) including consequential damages, costs, expenses and reasonable attorney sfees.atbroker ssoleoptionandnotinlimitationofanyother remedy hereunder, BROKER may declare CARRIER s unpaid compensation for any such shipments forfeited as liquidated damages (andnotasapenalty). 4. INSURANCE: CARRIER shall furnish BROKER with Certificate(s) or Insurance, or insurance policies, protecting BROKER from the risks referredherein,providingthirty(30)daysadvancenoticeofcancellation or termination, and unless otherwise agreed, subject to the following minimum limits as: Public liability, $1,000,000; property damage, $1,000,000;motorvehiclepropertydamageandpersonalinjuryliability $1,000,000; cargo damage/loss, $100,000; workers compensation with limits required by law. Except for the higher coverage limits 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 limit liability of CARRIER to the insurance limits set forth above,norshallanyexclusioninanyinsurancepolicyexoneratecarrier fromliability. D.(MISCELLANEOUS: 1.INDEPENDENTCONTRACTOR:Itisunderstoodandagreedthatthe 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, butnotlimitedto,routingoffreight,andnothingcontainedhereinshall beconstruedtobeinconsistenttherewith. 2.NON_EXCLUSIVEAGREEMENT:CARRIERandBROKERacknowledge and agree that this contract does not bind the respective Parties to exclusive services to each other. Either party may enter into similar agreementswithothercarriers,brokers,orfreightforwarders. 3.WAIVEROFPROVISIONS: a) Failure of either party to enforce a breach or waiver of any provisionortermofthisagreementshallnotbedeemedtoconstitutea waiverofanysubsequentfailureorbreach,andshallnotaffectorlimit therightofeitherpartytothereafterenforcesuchatermorprovision. b) This Agreement is for specified services pursuant to 49 U.S.C (b). To the extent that terms and conditions herein are inconsistentwithpart(b),subtitleiv,oftitle49u.s.c.(icctermination Actof1995),thepartiesexpresslywaiveanyorallrightsandremedies themayhaveundertheact. 4. DEFAULT: In the event of a material breach by CARRIER of any provisions of this Agreement, BROKER shall have the right to withhold and/or set off any payments owing to CARRIER and/or received from shippers which BROKER is obligated to pay CARRIER. The right of withholdingand/orsetoffisnotanexclusiveremedyandbrokershall haveandmayexercise,subjecttoparagraph5below,allotherremedies itmayhaveatlaworinequityagainstcarrier. 5.DISPUTES:Intheeventofa disputearisingoutofthisagreement, theparty srecourse(exceptasprovidedbelow)shallbetoarbitrationor litigationatthediscretionofthebroker.arbitrationproceedingsshall be conducted under the rules of the American Arbitration Association (AAA), or Transportation ADR Council, Inc. (ADR), or litigation at the discretion of BROKER. Upon agreement of the Parties, arbitration proceedings may be conducted outside of the administrative control of AAAorADR.Thedecisionofthearbitratorsshallbebindingandfinaland theawardofthearbitratormaybeenteredasjudgmentinanycourtof competentjurisdiction.theprevailingpartyshallbeentitledtorecovery ofcosts,expensesandreasonableattorneyfeesaswellasthoseincurred in any action for injunctive relief, or in the event further legal action is taken to enforce the award of arbitrators. Arbitration proceedings shall beconductedattheofficesoftheaaaoradrinwisconsinorsuchother placeasmutuallyagreeduponinwriting,byfaxorvideoconference,or as or directed by the acting arbitration association. Provided, however, eitherpartymayapplytoacourtofcompetentjurisdictionforinjunctive relief.unlesspreemptedorcontrolledbyfederallawandregulations,the lawsofthestateofwisconsinshallbecontrolling.thisparagraphshall notbeconductedinstateorfederalcourtinthestateofwisconsinand CARRIERwaivesanyobjectionstovenueorjurisdictioninWisconsin. 6. NO BACK SOLICITATION: CARRIER shall not solicit freight shipments from any customer of BROKER, when: (a) the availability of suchshipmentsfirstbecameknowntocarrierasaresultofbroker s efforts; and/or 9b0 where the shipments of BROKER s customer were tenderedtothecarrierbythebrokeratanytimepriortocarrier s delivery of any freight for said customer. In the event of breach of this provision,brokershallbeentitled,foraperiodofeighteen(*)months following delivery of the last shipment transported by CARRIER under this Agreement, to a commission of twenty percent (20%) of the transportation revenue (as evidenced by freight bills) received by CARRIER for the transportation of said freight as liquidated damages. Additionally, BROKER may seek injunctive relief and in the event it is successful,carriershallbeliableforallcostsandexpensesincurredby BROKER related thereto, including, but not limited to, reasonable attorney sfees. ( Broker s(initials( ( 2( Carrier s(initials( (

14 Broker/CarrierAgreement 7.CONFIDENTIALITY: a) During the term of this Agreement and for two (2) years after terminationforanyreason,thecarriershallnotdirectlyorindirectly disclose to anyone, or use for its own, or anyone else s benefit, Confidential Information as defined herein. For purposes of this Agreement, Confidential Information shall mean information of the BROKERwhichincludesbutisnotlimitedtobusinessand/ormarketing and sales plans, trade secrets, customer names, customer contacts, personal customer information, customer shipping or other logistics requirements, and all pricing information. Customer, for purposes of thisagreement,shallmeananypersonorentitywithwhichbrokerisor has conducted business during 18 months immediately preceding violation of this Agreement. Confidential Information may be disclosed orally, visually or in tangible form (whether by document, electronic media,orotherform).thefailureofeitherpartytomark,labeloridentify anyoftheabove_describedinformationasconfidentialshallnotaffectits status as part of the Confidential Information protected by this Agreement. b) In the event of violation of this clause, CARRIER acknowledges andagreesthattheremedyatlaw,includingmonetarydamages,maybe inadequate and that BROKER shall be entitled, in addition to any other remedyitmayhave,toaninjunctionrestrainingcarrierfromviolation ofthisagreement. c) In addition to the remedy set forth in Subparagraph (b) above, BROKER shall have the right in its sole discretion to immediately terminate this Agreement (with or without prior notice) and recover and/orwithhold20%ofthetransportationrevenuepaidand/orowingto CARRIERunderthisAgreement(asevidencedbyCARRIER sfreightbills) asliquidateddamages(andnotaspenalty)forbreachhereof. 8. MODIFICATION OF AGREEMENT: This Agreement and the rate schedules attached may not be amended, except by mutual written agreementortheproceduressetforthabove(paragraphsb2andb3). 9.NOTICES: a)allnoticesprovidedorrequiredbythisagreement,shallbemade in writing or be teleconference, video conference and delivered, return receiptrequested,totheaddressesshownhereinwithpostageprepaid; or by confirmed (electronically acknowledged on paper) fax or electronicallyby withreceipt. b) BROKER shall notify CARRIER of any claim that is asserted againstcarrierofwhichbrokerhasknowledge. 10. CONTRACT TERM: The term of this Agreement shall be for one (1) yearfromthedateshownabove.thattermmaybeextendedforanother yearbymutualagreementatorpriortotheexpirationofthefirstyear,or if no further agreement is executed by that date, this Agreement shall remain in effect until superseded by a further agreement, or cancelled uponthirty(30)dayswrittennoticeofcancellationbyeitherparty. 11. SEVERANCE SURVIVAL: In the event any of the terms of this Agreementaredeterminedtobeinvalidorunenforceable,nootherterms shall be affected and the unaffected terms shall remain valid and enforceableaswritten.therepresentations,rights,andobligationsofthe Parties hereunder shall survive termination of this Agreement for any reason. 12. ENTIRE AGREEMENT: Unless otherwise agreed in writing, this Agreement contains the entire understanding of the Parties and supersedes all verbal or written prior agreements, arrangements, and understandingsofthepartiesrelatingtothesubjectmatterstatedherein. ThePartiesfurtherintendthatthisAgreementconstitutesthecomplete andexclusivestatementofitsterms,andthatnoextrinsicevidencemay be introduced to reform this Agreement in any judicial or arbitration proceeding. IN WITNESS WHEREOF, we have signed this Agreement that date and yearfirstshownabove. JAMLogisticsLLCdbaJAMBrokerage(BROKER) By: Its: (CARRIER)( By: Its: ( Broker s(initials( ( 3( Carrier s(initials( (