North Americn Logistics Services Excellence in Logistics Services Business Profile Address : 7550 W 2 nd CT Hileh, FL 33014 Toll Free: 866.804.6287 Locl: 305.455.0640 Fcsimile: 786.472.6862 Website: Emil: www.nlogistics.com nlstem@nlogistics.com FEIN#: 20-4510347 MC#: 561896 SCAC Code: NALS Clssifiction: Freight Broker Compny Primry Lnes: Continentl United Sttes Generl Mnger: Dmin Diz Ext. 1101 ddiz@nlogistics.com Logistics Mnger: Group Contct Ext. 2 nlstem@nlogistics.com Mrvin Mendoz Ext. 1102 mmendoz@nlogistics.com Jesus Nieves Ext. 1103 jnieves@nlogistics.com Genesis Torres Ext. 1104 gtorres@nlogistics.com Doris Orelln Ext. 3102 dorelln@nlogistics.com Accounting AP: Ivonne Slcedo Ext. 1605 islcedo@nlogistics.com Insurnce Informtion: Producer: Nvigtors Insurnce Compny Bond No: 122081 North Americn Logistics Services, LLC North Americn Logistics Services currently brokers trucking nd rilrod freight throughout ll 48 continentl United Sttes. Our compny hs erned its tremendous reputtion by mintining strong customer focus, finncil stbility, nd sound mngement. Our helthy growth cn be directly ttributed to the dediction, hrd work, nd honesty of the mngement tem nd its ssocites. We t North Americn Logistics Services believe tht customer stisfction is our priority nd we will continue to put our customers interests first on dily bsis in order to obtin nd protect their trust in us. Thnk you for your interest in North Americn Logistics Services nd plese remember tht we re here to ssist you nd your compny s unique needs t ny time. Give us cll tody! Toll Free: 1.866.804.6287 1
North Americn Logistics Services Excellence in Logistics Services North Americn Crrier Mngement Progrm North Americn Logistics Services is hppy to provide our dedicted crrier network with the utmost support nd respect necessry for true prtnerships. With this, we re hppy to provide you with the technology nd crrier mngement services to set you nd your compny up for success. Our crriers re ble to cpitlize on our Driver-Focus Crrier Mngement progrm by utilizing our pproved services like Fuel Advnces nd NALS Driver Quick-Py services. Dedicted Crriers Fuel Advnces - Note: North Americn Trnsport Services reserves the right to offer fuel dvnce to dedicted crriers only equling up to 30% of their totl contrcted rte on selected shipments. Service chrge is 3% for fuel dvnces. Consult with our Logistics Disptchers if the lod nd your compny qulify for fuel dvnce prior ccepting the lod. Drivers will be responsible for providing NALS Disptch with proof of loding prior receiving dvnces.. Driver Quick Py - North Americn understnds your csh flow needs nd is hppy to offer quick-pyment service to our drivers. Crriers re entitled to pyment on sme-dy of delivery provided tht the crrier supplies NALS disptch with Proof of Clen Delivery prior to noon dy-of-delivery. Note: Quick py services will be vilble for remining contrcted blnce due if fuel dvnce hs been provided. Service chrges re equl to 3% of totl contrcted shipment rte or $20.00 fee will be chrge if percentge fee is lower. Consult with. NALS Disptch for more detils Crrier Services: Our experienced Crrier Services stff is redy nd vilble for your questions nd needs. We provide networking nd logistics speciliztion to keep your trucks moving in flexible nd orgnized mnner. Our experienced stff understnds tht your business is unique nd will lwys be willing to work towrds specilized progrms in order to coincide with your dedicted lnes nd services. Plese feel free to rech out to us t nlstem@nlogistics.com or contct us by phone t 305-455-1150 or visit us t www.nlogistics.com Technology: At North Americn Logistics Services, our customized systems will provide you nd your compny with the bility to function on the cutting-edge nd help keep hed of the competition. Once estblished s contrct crrier, you will be ble to ccess your own personlized ccount llowing your orgniztion to: Post Your Equipment Find Freight Opportunities Receive/ccept tenders online Perform Check Clls Fuel Advnces 24 Hour Disptch Assistnce Communicte with our Specilists Uplod Documents nd Historicl Freight Dt Obtin Invoices nd Bills of Lding Customized Opertion Reports Quick Pyment Direct Deposits Crrier References: Nighthwk Enterprises Contct: Crlos Vldes Phone: 305-691-6337 Skyline Trnsporttion Contct: Brndon Brdley Phone: 800-245-4933 Coblt Logistics Contct: Rlp Ksbyn Phone: 714-530-3300 Toll Free: 1.866.804.6287 2
North Americn Logistics Services Excellence in Logistics Services MOTOR CARRIER PROFILE NAME PHONE: FAX: EMAIL: Generl Informtion NAME: DBA: FEDERAL I.D.: MC #: DOT #: SCAC: PHYSICAL ADDRESS: MAILING ADDRESS: WEBSITE: Contct Informtion DISPATCH NAME: TITLE: PHONE: EXT: FAX: EMAIL: AFTER HOURS NAME: PHONE: BID REQUEST NAME: PHONE: CELL: EMAIL: TITLE: EMAIL: OWNER / PRESIDENT NAME: TITLE: PHONE: EMAIL: Toll Free: 1.866.804.6287 3
North Americn Logistics Services Excellence in Logistics Services Pyment Informtion INVOICES FACTORED? YES NO IF YES, NAME AND PHONE NUMBERS ARE MANDATORY FACTORY NAME: PHONE: CONTACT NAME: References 1 CUSTOMER: CONTACT NAME: PHONE NUMBER : 2 CUSTOMER: CONTACT NAME: PHONE NUMBER : 3 CUSTOMER: CONTACT NAME: PHONE NUMBER : Insurnce Informtion INSURANCE COMPANY INSURANCE PHONE: CARGO POLICY: $ AUTO POLICY: $ Operting Informtion MOTOR CARRIER: YES NO BROKER: YES NO IF YES UNDER WHAT NAME? BONDED: YES NO // HAZMAT: YES NO // LIQUOR PERMIT: YES NO COMPANY DRIVERS: OWNER OPERATORS: POWER UNITS: DRY VANS: REEFERS: FLATBED: OTHER: Toll Free: 1.866.804.6287 4
866-804-6287 7550 West 2nd Court, Hilleh, FL 33014 BROKER CONTRACT CARRIER AGREEMENT This is n greement between North Americn Logistics Services, LLC. ( BROKER ), MC-561896-B nd ( CARRIER ), MC- with offices t. In considertion of the mutul promises herein contined, nd with intent to be leglly bound hereby, it is greed tht: I Recitls A. WHEREAS BROKER is licensed s property broker by the Federl Motor Crrier Sfety Administrtion ( FMCSA ), or by pproprite Stte gencies, nd s licensed broker, rrnges for freight trnsporttion; nd \ B. WHEREAS CARRIER is uthorized to operte in inter-provincil, interstte nd /or intrstte commerce nd is qulified, competent nd vilble to provide for the trnsporttion services required by BROKER; nd NOW THEREFORE, intending to be leglly bound, BROKER nd CARRIER gree s follows: 1- TERM AND TERMINATION II Agreement. The term of this Agreement shll be one month from dte of signing nd shll continue month to month unless either prty gives notice of termintion to the other. Termintion will tke plce thirty (30) dys fter receipt of such notice. b. BROKER my dditionlly terminte this Agreement immeditely upon written notice in ny of the following events: i. CARRIER loses its operting uthority or otherwise becomes disqulified to perform its obligtions under this Agreement; ii. CARRIER breches ny covennt, obligtion, condition, or requirement imposed upon it by this Agreement, nd such brech continues for period of ten (10) dys fter written notice thereof from BROKER to CARRIER. iii. CARRIER becomes insolvent or becomes unble to py its debts in timely mnner; iv. CARRIER fils to comply with the performnce metrics imposed upon it t ny time by BROKER s set forth in this Agreement; v. CARRIER fils to procure nd mintin ny of the insurnce coverge required by this Agreement; or vi. CARRIER utilizes the services of ny brokers or subcontrcts trnsporttion of freight tendered by BROKER here under to ny third prty motor crrier or other trnsporttion provider or utilizes third prty logistics provider to perform its obligtions under this Agreement without prior written consent of BROKER. c. CARRIER my dditionlly terminte this greement immeditely upon written notice if BROKER breches ny covennt, obligtion, condition, or requirement imposed upon it by this Agreement nd such brech continues for period of thirty (30) dys fter written notice thereof from CARRIER. North Americn Logistics Services, LLC - CONTRACT CARRIER AGREEMENT Initil Pge 1
866-804-6287 7550 West 2nd Court, Hilleh, FL 33014 2. CARRIER S OPERATING AUTHORITY AND COMPLIANCE WITH LAW. CARRIER represents nd wrrnts tht it is dully nd leglly qulified in ccordnce with ll federl, stte, provincil, territoril nd locl lws, sttutes, regultions, rules, nd ordinnces (collectively, Applicble Lw ) to provide, s contrct crrier, the trnsporttion services contemplted herein. CARRIER further represents nd wrrnts tht it does not hve n unstisfctory or unfit sfety rting issued by ny regultory uthority with jurisdiction over CARRIER s opertions, including, but not limited to, the Federl Motor Crrier Sfety Administrtion ( FMCSA ) of the U.S. Deprtment of Trnsporttion ( DOT ). CARRIER further grees to comply with ll Applicble Lw in the performnce of its services under this Agreement. CARRIER shll monitor is scores in ech Behvior Anlysis nd Sfety Improvement Ctegories ( BASIC ) mintined by the FMCSA on monthly bsis nd in the event tht CARRIER hs two or more BASICs in excess of ny Intervention Threshold, CARRIER shll immeditely notify BROKER in writing of such fct nd shll provide corrective ction pln intended to decrese scores to levels below the pplicble Intervention Thresholds. Likewise, if CARRIER is ssigned conditionl or equivlent sfety rting, it will provide corrective ction pln indicting the steps being tken to improve such rting to stisfctory. BROKER my, in its sole discretion, discontinue us CARRIER to provide ny services until such time s CARRIER s opertions re cceptble to BROKER. In the event tht CARRIER receiver n unstisfctory sfety rting, CARRIER shll immeditely notify BROKER of such fct nd shll not crry ny lods or goods tendered to CARRIER by BROKER until such prohibition on opertions is removed. 3. PERFORMANCE OF SERVICES. CARRIER s services under this Agreement re designed to meet the needs of BROKER under the specified rtes nd conditions set forth herein. CARRIER grees tht the terms nd conditions of this Agreement pply to ll shipments hndled b CARRIER for BROKER nd tht the terms of his Agreement control the reltionship between the PARTIES. Regrdless of whether they re required by lw, in no event shll ny provisions of CARRIER s triff, terms nd conditions, service guide, bill of lding, or similr documenttion pply to services under this Agreement. b. CARRIER shll trnsport ll shipments provided under this Agreement without dely, nd ll occurrences which would be probble or certin to cuse dely shll be immeditely communicted to BROKER by CARRIER. This Agreement does not grnt CARRIER n exclusive right to perform ny trnsporttion relted services for BROKER or its Customer. 4. RECEIPTS AND BILLS OF LADING. Ech shipment hereunder shll be evidenced by bill of lding cceptble to BROKER nming CARRIER s the trnsporting crrier. The fct tht BROKER is nmed s crrier upon ny pplicble bill of lding shll not ffect its sttus s property broker. Upon delivery of ech shipment mde hereunder, CARRIER shll obtin receipt showing the kind nd quntity of product delivered to the consignee of such shipment t the destintion specified by BROKER or the Customer, nd CARRIER shll cuse such receipt to be signed by the consignee. No terms, conditions nd provisions of the bill of lding, mnifest or other form of receipt or contrct shll pply to services provided under this Agreement. CARRIER s filure to issue bill of lding shll not ffect its libility hereunder. CARRIER shll notify BROKER immeditely of ny exception mde on the bill of lding or delivery receipt. CARRIER shll provide completed bill of lding or receipt to BROKER ccompnying ech freight bill within (15) dys of the delivery of ech shipment. Ech bill of lding, receipt, nd freight bill shll contin the disptch lod number ssigned to tht shipment by BROKER t the time of disptch. 5. CARRIER S OPERATIONS. CARRIER shll, t its sole cost nd expense: i. Furnish ll equipment necessry or required for the performnce of its obligtions hereunder (the Equipment ); ii. Py ll expenses relted, in ny wy, with the use nd opertion of the Equipment; nd iii. Mintin the Equipment in good repir, mechnicl condition nd ppernce. North Americn Logistics Services, LLC - CONTRACT CARRIER AGREEMENT Initil Pge 2
866-804-6287 7550 West 2nd Court, Hilleh, FL 33014 b. CARRIER shll utilize only competent, ble nd leglly licensed personnel in the performnce of services hereunder. CARRIER shll hve full control of such personnel. CARRIER shll be solely responsible for ensuring, nd will ensure, t CARRIER s cost nd expense, tht such personnel re fully qulified to perform services hereunder, nd tht such personnel hve ccess to ll loctions into which ccess is necessry to perform services under this Agreement. c. CARRIER shll perform the services hereunder s n independent contrctor, nd ssumes complete responsibility for ll stte nd federl txes, ssessments, insurnce (including, but not limited to, worker s compenstion, unemployment compenstion, disbility, pension nd socil security insurnce) nd ny other finncil obligtions rising out of the trnsporttion performed hereunder. d. CARRIER shll be solely responsible for complince with ll provisions of Applicble Lw regrding over dimension nd overweight lods. CARRIER shll be solely responsible for its dy to dy opertions including, but not limited to, setting pproprite routes to ensure tht trnsporttion of shipments is ccomplished in ccordnce with ll Applicble Lws nd to otherwise ensure shipments re not dmged in trnsit. e. CARRIER shll mintin pproprite security infrstructure to ensure the physicl security of shipments nd equipment hndled under the terms of this Agreement. f. CARRIER shll be responsible for ensuring tht Equipment is clen, odor free, dry, lek proof nd free of contmintion nd infesttion. CARRIER shll comply with ny nd ll Applicble Lws regrding trnsporttion of food grde product, if pplicble, nd shll likewise comply with ll governmentl guidnce documents regrding sfe nd snitry trnsporttion of food which obligtions shll include, but not be limited to, complince with the Food nd Drug Administrtion s ( FDA ) A Notice from the Food nd Drug Administrtion for Growers, Food Mnufcturers, Food Wrehouse Mngers, nd Trnsporters of Food Products on Decontmintion of Trnsport Vehicles nd Guidnce for Industry Snitry Trnsporttion of Food documents s published on the FDA s website nd s mended from time to time. 6. RATES & PAYMENTS. CARRIER will invoice nd BROKER will py the rtes nd chrges set forth in the seprte Rte Confirmtion Agreement, for trnsporttion services performed under this Agreement. CARRIER will send invoices to BROKER. CARRIER represents nd wrrnts tht there re no other pplicble rtes or chrges except those estblished in this Agreement or in ny Rte Confirmtion Sheet signed by BROKER. b. Acceptnce of the Rte Confirmtion Agreement shll be mde by signture nd returned by CARRIER to the BROKER or by ctul cceptnce of the tendered shipment. c. Pyment by BROKER will be mde within thirty (30) dys of receipt by BROKER of CARRIER s freight bill, bill of lding, cler delivery receipt, nd ny other necessry billing documents enbling BROKER to scertin tht service hs been provided t the greed upon chrge. CARRIER s filure to provide BROKER with legible copy or photocopy of the bill of lding or other proof of delivery will result in CARRIER being held responsible to BROKER for ny nd ll revenues tht re uncollected by BROKER becuse of CARRIER s filure to provide needed support pperwork to BROKER. d. CARRIER grees tht BROKER hs the exclusive right to hndle ll billing of freight chrges to the Customer for the trnsporttion services provided herein, nd, s such, CARRIER grees to refrin from ll collection efforts ginst the shipper, receiver, or the Customer. North Americn Logistics Services, LLC - CONTRACT CARRIER AGREEMENT Initil Pge 3
866-804-6287 7550 West 2nd Court, Hilleh, FL 33014 e. Compenstion pid to CARRIER under this Agreement my be withheld in whole or in prt by BROKER to stisfy clims or shortges rising in connection with ny shipment trnsported by CARRIER for BROKER, or to stisfy dvnced mde to or on behlf of CARRIER, or to stisfy ny other debt owned by CARRIER to BROKER. f. CARRIER shll wive its right for pyment of ny freight bills not submitted for pyment within 90 dys of delivery or wive its right to pyment for services rendered with respect to such lte submitted invoices. Clims for underchrges must be brought within 180 dys of BROKER s receipt of originl invoice giving rise to such underchrge clim. Assuming CARRIER hs complied with the foregoing invoicing obligtions, CARRIER shll bring suit relted to unpid freight chrges or underchrges within 18 months of the dte of delivery or its right to sue or otherwise seek pyment shll be wived. g. CARRIER shll provide BROKER t lest 30 dys written notice prior to ny ssignment, fctoring or other trnsfer of ny of its rights to receive pyments from BROKER under this Agreement. Written notice shll include t lest the correct legl nme nd ddress of the ssignee, trnsferee or fctoring entity; the dte the ssignment, trnsfer or fctoring rrngement is to become effective; the terms of the ssignment; nd written confirmtion from the ssignee, trnsferee or fctoring entity tht such ssignment, trnsfer or fctoring rrngement is, in existence. Any such notice shll be effective only upon ctul receipt by BROKER. BROKER des not in ny wy gurnty tht it will be ble to recognize ny such ssignment, trnsfer or fctoring rrngement, nd CARRIER grees to defend, indemnify nd hold BROKER hrmless from nd ginst ny costs, expenses or fees (including ttorneys fees) which BROKER my incur s result of BROKER s inbility, filure or refusl to comply with CARRIER s trnsfer, ssignment or fctoring directions. CARRIER shll be llowed to hve only one ssignment, trnsfer or fctoring rrngement in effect t ny one point in time, nd no multiple ssignments, fctoring or trnsfers by CARRIER shll be permitted. CARRIER lso releses nd wives ny right, clim or ction ginst BROKER for ny mounts due or owing under this Agreement if BROKER fils or refuses to comply with ny such ssignment, trnsfer or fctoring rrngement. 7. WAIVER OF CARRIER S LIEN. CARRIER shll not withhold ny goods trnsported under this Agreement on ccount of ny dispute s to rtes or ny lleged filure of BROKER to py chrges incurred under this Agreement. CARRIER is relying upon the generl credit of BROKER nd hereby wives nd releses ll liens which CARRIER might otherwise hve to ny goods of BROKER or its Customer in the possession or control of CARRIER. 8. FREIGHT LOSS, DAMAGE OR DELAY. CARRIER shll hve the sole nd exclusive cre, custody nd control of the crgo tendered hereunder from the time it is delivered to CARRIER for trnsporttion until delivery to the consignee ccompnied by the pproprite receipts. CARRIER shll notify BROKER immeditely in the event ny such crgo is lost (including stolen), dmged or destroyed, or in the event CARRIER becomes wre tht pplicble delivery schedules will not be met. b. CARRIER ssumes the libility of motor crrier under the Crmck Amendment s currently codified t 49 U.S.C. & 14706 for loss, dely, dmge to or destruction of ny nd ll goods or property tendered to CARRIER pursunt to this Agreement from the time shipment is tendered to CARRIER until delivery. c. CARRIER shll be lible for the full invoice vlue of the crgo lost, dmged, delyed, or destroyed, s well s ny dditionl costs or fees imposed upon BROKER by the crgo climnt. No limittion of libility shll pply unless specificlly greed to in writing by BROKER prior to CARRIER s receipt of the specific shipments to which such limittions pplies, nd BROKER s greement to limittion shll not be construed s wiver of full vlue libility with respect to ny other goods tendered to CARRIER. North Americn Logistics Services, LLC - CONTRACT CARRIER AGREEMENT Initil Pge 4
866-804-6287 7550 West 2nd Court, Hilleh, FL 33014 d. Crrier WAIVES ny Applicble Lw regrding procession of clims nd hndling of slvge, including, but not limited to, the provisions of 49 C.F.R. Prt 370. CARRIER shll py to BROKER, or llow BROKER to deduct from the mount BROKER owes CARRIER, Customer s full ctul loss for the kind nd quntity of commodities so lost, delyed, dmged or destroyed. Pyments by CARRIER to BROKER or its Customer, pursunt to the provisions of this section, shll be mde within thirty (30) dys following receipt by CARRIER of BROKER s or Customer s undisputed clim nd supporting documenttion. CARRIER shll fully ssist BROKER in investigtion ny clim for crgo loss, dmge, dely, or destruction. e. CARRIER wives ny right to slvge goods subject to this provision, s well s ny right to clim n offset for the vlue of slvge. f. Exclusions from coverge contined in CARRIER s Crgo Insurnce s required herein shll not ffect CARRIER s libility for freight loss, dmge, or dely. 9. INSURANCE. CARRIER shll procure nd mintin, t its sole cost nd expense, the following insurnce coverges:. Public libility nd property dmge insurnce ( AL ) with reputble nd finncilly responsible insurnce compny insuring CARRIER in n mount not less thn $1,000,000.00 (U.S. Dollrs) per occurrence, or such lrger mount s required by pplicble lw. b. Commercil generl libility ( CGL ) with reputble nd finncilly responsible insurnce compny insuring CARRIER in n mount not less thn $1,000,000.00 (U.S. Dollrs) per occurrence, $2,000,000.00 (U.S. Dollrs) generl ggregte, which insurnce shll provide coverge for contrctul libilities ssumed under this Agreement. c. Brod Form Motor Truck Crgo Legl Libility ( Crgo ) insurnce in n mount not less thn $100,000.00 (U.S. Dollrs) per occurrence. The coverge provided under the policy shll hve no exclusions or restrictions of ny type tht would foreseebly preclude coverge relting to crgo clims including, but not limited to, exclusions for unttended or unttched trilers, theft, commodities trnsported under this Agreement, commodity exclusions (including those relted to crgo intended for humn consumption), refrigertor brekdown or lck of refrigertor fuel. d. Sttutory Worker s Compenstion Insurnce coverge in such mounts nd in such form s required by pplicble stte lw. e. All insurnce policies required by this Agreement shll, s pplicble, be primry nd noncontributory nd shll wive subrogtion nd contribution ginst BROKER. CARRIER shll furnish to BROKER written certifictes obtined from the insurnce crrier showing tht such insurnce hs been procured, is being properly mintined, the expirtion dte, nd specifying tht written notice of cncelltion or modifiction of the policies shll be given to BROKER t lest thirty (30) dys prior to such cncelltion or modifiction. In ddition, BROKER shll be nmed s n dditionl insured on CARRIER s AL nd CGL policies, nd s loss pyee on the Crgo policy s evidenced by n endorsement on the certifictes of insurnce. Upon request of BROKER or its designted insurnce consultnt, CARRIER shll provide BROKER, BROKER s consultnt, or Customer with copies of the pplicble insurnce policies. USE OF BROKER S TRAILER(S) BY CARRIER. In the event tht CARRIER utilizes triler owned by or lesed to BROKER or its Customer, or otherwise provided to CARRIER by BROKER or its Customer ( Triler(s) ) for the performnce of the Services contemplted hereunder, CARRIER shll be lible for ny dmge to Trilers, destruction of Trilers, theft from Trilers, theft of ny contents of Trilers, nd for ny clims for bodily injury (including deth) or property dmge cused by ny Triler(s) regrdless of whether such dmge, injury, destruction, or theft is cused or occurs while the Triler is ttched or unttched to ny power unit operted by CARRIER, except to the extent such dmge, destruction, or theft is cused by the negligence, recklessness, or willful misconduct of BROKER or the Customer. The initil burden of proving such dmge, injury, destruction, or theft ws the result of the negligence, recklessness, or willful misconduct of BROKER OR THE Customer in ny proceeding brought pursunt to this Agreement shll rest on CARRIER. In the event tht pplicble North Americn Logistics Services, LLC - CONTRACT CARRIER AGREEMENT Initil Pge 5
866-804-6287 7550 West 2nd Court, Hilleh, FL 33014 stte lw does not llow wiver of libility to the extent contined in this provision, the Prties expressly gree tht BROKER s nd Customer s libility will be wived to the fullest extent llowed by pplicble stte lw. 10. INDEMNITY. CARRIER shll defend, indemnify, nd hold BROKER nd the Customer hrmless form nd ginst ll loss, libility, dmge, clim, fine, cost, or expense, including resonble ttorney s fees, rising out of or in ny wy relted to the performnce or brech of this Agreement by CARRIER, is employees or independent contrctors working for CARRIER (collectively, the Clims ), including, but not limited to, Clims for or relted to personl injury (including deth), property dmge nd CARRIER s possession, use, mintennce, custody or opertion of the Equipment; provided, however, tht CARRIER s indemnifiction nd hold hrmless obligtions under this prgrph will not pply to the prorted extent tht ny Clim is ttributble to the negligence or other wrongful conduct or BROKER or the Customer. CARRIER s libility for crgo loss or dmge under this provision is limited to the libility nd mounts set forth in Prgrph 8. 11. CONFIDENTIALITY AND NON-SOLICITATION. Neither prty my disclose the terms of this Agreement to third prty without the written consent of the other prty. b. CARRIER grees to forever protect nd keep confidentil BROKER s trde secrets nd confidentil nd proprietry informtion. CARRIER my disclose trde secrets or confidentil or proprietry informtion only when uthorized or directed to do so by BROKER in writing. The following things re considered to be BROKER S trde secrets nd/or confidentil or proprietry business informtion: i. The nmes nd ddresses of BROKER s pst or present customers, the products or services produced or used by those customers, nd ny other informtion relting to those customers; ii. iii. iv. The nmes nd ddresses of people nd entities whose business BROKER my hve solicited, bid for, or otherwise ttempted to obtin, the products or services produced or used by those people or entities, nd ny other informtion relting to those people or entities, whether or not BROKER ctully obtined tht business; The commodities shipped or otherwise hndled by BROKER, origin points form which those commodities hve been, re or my be shipped, destintions to which those commodities hve been, re or my be shipped, destintions to which those commodities shipped or proposed to be shipped, prices quoted or chrged by BROKER for ny ctul or proposed shipments nd ny other informtion relting to shipments or services provided by BROKER or which BROKER my hve t ny time proposed to provide; Any nd ll of the methods or mens by which BROKER conducts its business, such mens or methods for directing movement of trucks; hiring, trining, compensting, disciplining, or dischrging employees or independent contrctors; office, ccounting nd operting procedures; methods, techniques n progrms for soliciting business; nd billing nd collection procedures; v. Costs nd expenses of operting BROKER s business nd costs of operting on the prt of independent contrctors used by BROKER, such s wges, fuel expenses, txes of ny type, permit nd license fees nd expenses, fines nd penlties, repir costs nd expenses, mintennce costs nd expenses, finncing costs nd expenses, professionl service fees, or ny other similr or relted costs, expenses or fees; vi. Informtion concerning ny of BROKER s pst, present or potentil suppliers, the sources, types nd quntities of goods or service nd the prices t which those goods or services were or re furnished or offered; nd North Americn Logistics Services, LLC - CONTRACT CARRIER AGREEMENT Initil Pge 6
vii. 866-804-6287 7550 West 2nd Court, Hilleh, FL 33014 Any other informtion which BROKER tells CARRIER, either orlly or in writing, is secret or confidentil, or which, from ll of the circumstnces, it my resonbly be determined, ssumed or inferred by CARRIER tht the informtion is or should be considered secret or confidentil. c. The foregoing confidentility obligtion of CARRIER nd BROKER do not pply to the extent tht disclosure is (1) required by lw or regultion; (2) mde to its prent, subsidiry or ffilite compny; or (3) mde to fcilitte rting or uditing of trnsporttion chrges by n uthorized gent nd such gent grees to keep the terms of the Agreement confidentil. d. CARRIER will not ccept trffic, either directly or indirectly, from ny shipper, consignor, consignee or customer of the BROKER where; (1) the vilbility of such trffic first becme known to CARRIER s result of BROKER s efforts; or (2) the trffic of the shipper, consignor, consignee or customer of BROKER ws first tendered to CARRIER by BROKER. If CARRIER breches this Agreement nd moves shipments obtined from such prties during the term of this Agreement or for twelve (12) months therefter without utilizing the services of BROKER, CARRIER shll be obligted to py BROKER, for period of fifteen (15) months therefter, commissions in the mount of thirty-five percent (35%) of the trnsporttion revenue resulting from trffic trnsported in violtion of this provision, nd CARRIER shll provide BROKER with ll documenttion requested by BROKER to verify such trnsporttion revenue. CARRIER shll not utilize BROKERS s or the Customer s nme or identity in ny dvertising or promotionl communictions without written confirmtion of BROKER consent. 12. SUB-CONTRACT PROHIBITION. CARRIER specificlly grees tht ll freight tendered to it by BROKER shll be trnsported on equipment operted only under the uthority of CARRIER, nd tht CARRIER shll not in ny mnner sub-contrct, broker, or in ny other form rrnge for the freight to be trnsported by third prty without the prior written consent of BROKER. In the event tht CARRIER breches this provision, CARRIER shll remin directly lible to BROKER s if CARRIER trnsported such freight under its own uthority in ccordnce with this provision, nd shll further hold hrmless nd indemnify BROKER from ny wy relted to the use of ny subcontrctor in violtion of this provision regrdless of whether rising from the conduct or omissions of CARRIER, the subcontrctor, or ny other third prty. 13. BROKER S RECORDS. To the extent llowble under Applicble Lw, CARRIER hereby wives its right to obtin copies of BROKER s records s provided for under 49 C.F.R. Prt 371. Notwithstnding the foregoing, to the extent tht CARRIER obtins records set forth in 49 C.F.R. & 371.3 by ny mens whtsoever, CARRIER grees to refrin from utilizing such records in negotiting for the provision of services with ny third prty, including existing customers of BROKER. CARRIER further grees nd understnds tht ll such records comprise BROKER s confidentil informtion nd trde-secrets. Nothing in this section is intended to relieve CARRIER of ny other obligtions imposed upon it by this Agreement, or to limit ny rights of BROKER to enforce such obligtions. 14. ASSIGNMENT / MODIFICATION / BENEFIT OF AGREEMENT. This Agreement my not be ssigned or trnsferred in whole or in prt by CARRIER bsent the prior written consent of BROKER, nd supersedes ll other greements nd ll triffs, rtes, clssifictions nd schedules published, filed or otherwise mintined by CARRIER. This Agreement shll be binding upon nd inure to the benefit of the prties hereto. 15. SEVERABILITY. In the event tht the opertion of ny portion of this Agreement results in violtion of ny lw, the prties gree tht such portion shll be severble nd tht the remining provisions of this Agreement shll continue in full force nd effect. 16. WAIVER. CARRIER nd BROKER expressly wive ny nd ll rights nd remedies llowed under 49. U.S.C. & 14101 to the extent tht such rights nd remedies conflict with this Agreement. Filure of BROKER to insist upon CARRIER s performnce under this Agreement or to exercise ny right or privilege rising hereunder shll not be wiver of ny BROKER s rights or privileges herein. North Americn Logistics Services, LLC - CONTRACT CARRIER AGREEMENT Initil Pge 7
866-804-6287 7550 West 2nd Court, Hilleh, FL 33014 17. DISPUTE RESOLUTION. Hving entered into this Agreement in good fith, the PARTIES gree tht the following shll occur with respect to ny dispute rising from or relted to this Agreement:. Either PARTY my give Prior Notice to the other regrding the existence of dispute. Within the thirty (30) dys following the dte of the Notice, representtives of the PARTIES with full settlement uthority shll meet nd confer t lest once in n effort to resolve the dispute mong themselves. If such efforts fil, the PARTIES shll engge n experienced meditor upon such terms nd such cost lloction s my be mutully greeble to the PARTIES. b. If fter the expirtion of the thirty (30) dy period set forth bove dispute is not resolved voluntrily, the PARTIES shll submit the mtter for finl nd binding rbitrtion under the Commercil Rules of the Americn Arbitrtion Assocition ( AAA ), AS MODIFIED HEREIN, before single rbitrtor with pproprite subject mtter expertise. Such rbitrtion shll tke plce t loction selected by BROKER in Chicgo, Illinois. c. If the PARTIES re unble to gree on n rbitrtor, the PARTIES shll ech select one rbitrtor which rbitrtors will then select third rbitrtor who will her the dispute. d. Discretion of Arbitrtor. i. In ny rbitrtion here under, or ny other dispute resolution forum mutully greed upon by the PARTIES, the lws of the stte of Illinois shll govern without resort to the choice of lw rules thereof. ii. iii. iv. The rbitrtor shll hve the power to order the PARTIES to present evidence, including documents or testimony tht the rbitrtor deems necessry to the rendering of fir nd equitble decision. The rbitrtor shll hve the finl judgment in ccordnce with the federl rules of civil procedure s to wht evidence nd testimony to permit to be entered in the proceeding nd the weight to be ccorded ech. The rbitrtor shll hve no power to wrd punitive dmges nd ny wrd of dmges shll be limited to ctul dmges. The PARTIES expressly gree tht this Agreement shll confer no power or uthority upon the rbitrtor to render ny judgment or wrd tht is erroneous in its ppliction of the terms of this Agreement or substntive lw. 18. COMPLETE AGREEMENT. This Agreement constitutes the entire greement of the PARTIES with reference to the subject mters herein, nd my not be chnged, wived, or modified except in writing signed by both PARTIES. IN WITNESS WHEREOF, the prties hereto hve cused this Agreement to be executed in their respective nmes by duly uthorized representtives s of the dte first bove written. CARRIER: BROKER: North Americn Logistics Services 7550 West 2 nd Court, Hileh, FL 33014 BY: PRINT: BY: PRINT: TITLE: DATE: TITLE: Generl Logistics Mnger DATE: North Americn Logistics Services, LLC - CONTRACT CARRIER AGREEMENT Initil Pge 8
Form W-9 (Rev. December 2011) Deprtment of the Tresury Internl Revenue Service Nme (s shown on your income tx return) Request for Txpyer Identifiction Number nd Certifiction Give Form to the requester. Do not send to the IRS. Print or type See Specific Instructions on pge 2. Business nme/disregrded entity nme, if different from bove Check pproprite box for federl tx clssifiction: Individul/sole proprietor C Corportion S Corportion Prtnership Trust/estte Exempt pyee Limited libility compny. Enter the tx clssifiction (C=C corportion, S=S corportion, P=prtnership) Other (see instructions) Address (number, street, nd pt. or suite no.) Requester s nme nd ddress (optionl) City, stte, nd ZIP code List ccount number(s) here (optionl) Prt I Txpyer Identifiction Number (TIN) Enter your TIN in the pproprite box. The TIN provided must mtch the nme given on the Nme line to void bckup withholding. For individuls, this is your socil security number (SSN). However, for resident lien, sole proprietor, or disregrded entity, see the Prt I instructions on pge 3. For other entities, it is your employer identifiction number (EIN). If you do not hve number, see How to get TIN on pge 3. Note. If the ccount is in more thn one nme, see the chrt on pge 4 for guidelines on whose number to enter. Socil security number Employer identifiction number Prt II Certifiction Under penlties of perjury, I certify tht: 1. The number shown on this form is my correct txpyer identifiction number (or I m witing for number to be issued to me), nd 2. I m not subject to bckup withholding becuse: () I m exempt from bckup withholding, or (b) I hve not been notified by the Internl Revenue Service (IRS) tht I m subject to bckup withholding s result of filure to report ll interest or dividends, or (c) the IRS hs notified me tht I m no longer subject to bckup withholding, nd 3. I m U.S. citizen or other U.S. person (defined below). Certifiction instructions. You must cross out item 2 bove if you hve been notified by the IRS tht you re currently subject to bckup withholding becuse you hve filed to report ll interest nd dividends on your tx return. For rel estte trnsctions, item 2 does not pply. For mortgge interest pid, cquisition or bndonment of secured property, cncelltion of debt, contributions to n individul retirement rrngement (IRA), nd generlly, pyments other thn interest nd dividends, you re not required to sign the certifiction, but you must provide your correct TIN. See the instructions on pge 4. Sign Here Signture of U.S. person Generl Instructions Section references re to the Internl Revenue Code unless otherwise noted. Purpose of Form A person who is required to file n informtion return with the IRS must obtin your correct txpyer identifiction number (TIN) to report, for exmple, income pid to you, rel estte trnsctions, mortgge interest you pid, cquisition or bndonment of secured property, cncelltion of debt, or contributions you mde to n IRA. Use Form W-9 only if you re U.S. person (including resident lien), to provide your correct TIN to the person requesting it (the requester) nd, when pplicble, to: 1. Certify tht the TIN you re giving is correct (or you re witing for number to be issued), 2. Certify tht you re not subject to bckup withholding, or 3. Clim exemption from bckup withholding if you re U.S. exempt pyee. If pplicble, you re lso certifying tht s U.S. person, your llocble shre of ny prtnership income from U.S. trde or business is not subject to the withholding tx on foreign prtners shre of effectively connected income. Dte Note. If requester gives you form other thn Form W-9 to request your TIN, you must use the requester s form if it is substntilly similr to this Form W-9. Definition of U.S. person. For federl tx purposes, you re considered U.S. person if you re: An individul who is U.S. citizen or U.S. resident lien, A prtnership, corportion, compny, or ssocition creted or orgnized in the United Sttes or under the lws of the United Sttes, An estte (other thn foreign estte), or A domestic trust (s defined in Regultions section 301.7701-7). Specil rules for prtnerships. Prtnerships tht conduct trde or business in the United Sttes re generlly required to py withholding tx on ny foreign prtners shre of income from such business. Further, in certin cses where Form W-9 hs not been received, prtnership is required to presume tht prtner is foreign person, nd py the withholding tx. Therefore, if you re U.S. person tht is prtner in prtnership conducting trde or business in the United Sttes, provide Form W-9 to the prtnership to estblish your U.S. sttus nd void withholding on your shre of prtnership income. Ct. No. 10231X Form W-9 (Rev. 12-2011)