45 Dyke Thomas, Texarkana, TX 755011 903-280-7878 fax 207-561-6498 cell 903-701-5788 accounts@urtruckbroker.com What we offer Carriers and Owner Operators 1. Cost Plus Fuel Card 2. Checks mailed in 21 days We use SevenOaks Capital Associates LLC 3. 3 day quick pay 4. Permit service 5. Load planning (pre-plan return load finding service) 6. Truck and Fleet Management 7. Government Freight 8. Trip Planning 9. EFS Fleet services 10. Insurance discounts (group rates) 11. Submit paperwork via Fax, email, or Smart Phone 12. Direct Deposit or EFS express code 13. 40% Fuel Advance once pickup is confirmed 14. Free secure email address 15. Free Website and hosting. 16. Sams club membership for drivers that haul 2 or more loads per year. LET URTRUCKBROKER BE YOUR BROKER OF CHOICE!
URTRUCKBROKER CARRIER BROKER ID ID AGENT: URTRUCKBROKER CORP Carrier: To: Fax: Subject: Transportation Contract From: CONTRACT DEPT. - CONTRACT INSTRUCTIONS: Complete this contract and return before hauling for UrTruckBroker. Use Black blue or black Blue ink only if and filling out or by sign hand, ALL Initial pages. each section of agreement and Sign Page 16 13 must be signed by an Officer of the company and survey must be completed and returned. The You ACH will receive form is confirmation mandatory, if once you factor your payment fill it out with options their have ACH been information, set up. no load dispatched until complete. Fax all pages back to us at 1-207-561-6498. or email to accounts@urtruckbroker.com Include: Copy of Authority W-9 Copy of insurance Insurance listing UrTruckBroker Corp as certificate as certificate holder holder, Request for insurance verification form must be (we filled must out have completely. proof that you have no exclusions in your cargo policy for Tire, Copper, or Electronics.) UrTruckBroker Corp 45 Dyke Thomas Texarkana, Tx 75501 Fill out Carrier Profile. No Any changes to you the contract make to terms your contract are permitted will delay without processing. permission UrTruckBroker will execute your signed contract and fax or mail our signature copy back to you. URTRUCKBROKER CORP US DOT 2248692 ICC MC 744384 Representative Initial: Carrier Agreement
BROKER AGREEMENT FOR MOTOR CARRIER CONTRACT SERVICES THIS AGREEMENT (hereinafter referred to as "the Contract") is made and entered into on this day of 20 in Texarkana, Texas, by and between the following named parties (hereinafter referred to as "the Parties"): UrTruckBroker Corp, a business with its principal place of business at 45 Dyke Thomas, Texarkana, TX 75501, for itself and on behalf of its affiliated companies and divisions which are also parties to this Contract, collectively hereinafter referred to as "UrTruckBroker Corp Corp"and, with its principal place of business at, Herein after referred to as "Carrier". US DOT ICC MC EIN WITNESSETH WHEREAS, Carrier performs motor carrier transportation services in one or more of the following forms: as a motor contract carrier duly registered with the Federal Motor Carrier Safety Administration ("FMCSA") in Docket No. MCas a motor carrier that solely transports cargo that is exempt from regulation by the FMCSA ; or U.S. DOT# as a motor carrier performing drayage services for inter-modal shipments in good standing with the Inter-modal Association of North America (IANA) and the Uniform Inter-modal interchange Agreement (UIIA); or as a motor carrier transporting cargo in Intrastate, Interstate, Inter Provincial/Territorial or Mexico-U. S. Intra-Provincial/Territorial movements; and WHEREAS, UrTruckBroker Corp arranges transportation of property by motor carriers for its customers and is duly registered as a Property UrTruckBroker Corp with the FMCSA in Docket No. MC 744384 as may be amended from time to time and also facilitates the same to the extent that Carrier performs services pursuant to this Contract within, or to or from Mexico; and WHEREAS, UrTruckBroker Corp desires to use the services of Carrier to transport property for or on behalf of its customers and Carrier desires to provide transportation services to UrTruckBroker Corp's Customers; and NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises contained herein, Carrier and UrTruckBroker Corp agree as follows: _ Initial CONTRACT TERMS AND TERMINATION This Contract shall be effective as of the date written above and shall continue for a period of one year. This Contract shall thereafter continue in effect from year to year on the same terms and conditions, unless terminated by either party. Either Party shall have the right to terminate this contract upon thirty (30) days' prior written notice to the other party. US DOT 2248692 ICC MC 744384 Rep Initials: 1
SHIPMENTS TO BE TENDERED BY URTRUCKBROKER CORP UrTruckBroker Corp hereby agrees to tender shipments to Carrier as its needs require for transportation in Interstate, Intrastate, Inter-Provincial/Territorial, Intra-provincial/ Territorial or foreign commerce, and Carrier hereby agrees to transport such shipments in accordance with the terms and conditions stated in this Contract. INDIVIDUAL SHIPMENT COMPENSATION AND TERMS Compensation shall be paid to Carrier solely and exclusively by UrTruckBroker Corp, and not by UrTruckBroker Corp's customers, on all shipments tendered to Carrier under this Contract. Carrier shall be compensated by UrTruckBroker Corp based on the following: Carrier and UrTruckBroker Corp may orally agree upon the rate or compensation to be paid to Carrier for, and the terms and conditions applicable to, any shipment tendered by UrTruckBroker Corp under this Contract. UrTruckBroker Corp shall subsequently confirm the oral agreement by issuing a confirmation to Carrier in written or electronic format ("the Confirmation") that sets forth the rates, terms, and conditions agreed upon. Unless Carrier objects to the contents of the Confirmation within twenty-four (24) hours of receipt, Carrier shall be deemed to have assented to the Confirmation, which shall be binding. Each Confirmation shall be incorporated into and considered to be a part of this Contract, and the Parties agree to retain all such confirmations for at least three (3) years subsequent to the expiration of this Contract, or longer to the extent required by law. Unless the rate for any shipment is agreed to by Carrier and stated on the Confirmation, the rates and charges for the shipment shall be computed at $.80 per load mile. B. Carrier and UrTruckBroker Corp may agree in a separate agreement, such as UrTruckBroker Corp's "Quick Pay Discount Agreement" set forth in Appendix A, etc. ("Discount Agreement"), to apply a discount to the rates and charges set forth in this Contract and all applicable Confirmations, which separate agreement shall be incorporated into and considered to be a part of this Contract. If the Parties agree to the Discount Agreement, the discounted amount shall be the compensation owed to Carrier for shipments covered by the Discount Agreement without additional notation on any Confirmation issued by UrTruckBroker Corp. c. Carrier agrees that any tariffs, circulars, pricing authorities, and/or similar documents that it publishes shall not apply to the transportation services provided by Carrier under this Contract, unless any such tariff, circular, pricing authority or similar document is expressly incorporated into this Contract or into a Confirmation. US DOT 2248692 ICC MC 744384 Rep Initials: 2
PAYMENT OF RATES AND CHARGES Within twenty (25) days after UrTruckBroker Corp's receipt of Carrier's delivery receipt (or as otherwise provided by a Discount Agreement), UrTruckBroker Corp shall pay Carrier the rates and charges applicable to the shipment. In exchange for UrTruckBroker Corp's guarantee of prompt payment, and other good and valuable consideration, Carrier (i) appoints and designates UrTruckBroker Corp as its agent for the purpose of billing and collection of freight charges and, notwithstanding subsection(7)(1) of the Mercantile Law Amendment Act of Ontario or any other similar legislation, Carrier waives any and all rights to claim, demand, or pursue payment from any person other than UrTruckBroker Corp for any shipment tendered pursuant to this Contract; (ii) agrees not to contact UrTruckBroker Corp's customers, consignors, consignees or any party other than UrTruckBroker Corp concerning payment for transportation services; and, (iii) agrees to indemnify, defend, and hold UrTruckBroker Corp, its customers, consignors, and consignees harmless from any claim or demand made by any subcontractor of carrier or other party for payment for transportation services related to a shipment tendered under this Contract. In its sole discretion, UrTruckBroker Corp may withhold compensation owed to Carrier to satisfy claims or shortages arising out of this or other Contracts with Carrier, or to satisfy advances made to, or on behalf of, Carrier, or to satisfy any debt owed by Carrier to UrTruckBroker Corp or any of its subsidiary or related companies, including EFS- Check Systems, Inc. UrTruckBroker Corp's right to withhold compensation shall arise only if the underlying claim or debt has not been acknowledged in writing by Carrier within thirty (30) days of presentation by UrTruckBroker Corp, or the claim or debt has neither been paid nor denied for a valid reason within ninety (90) days of presentation. UrTruckBroker Corp's withholding of compensation shall not allow or permit Carrier to seek payment from UrTruckBroker Corp's customers, consignors, consignees, or any other third party, and Carrier agrees that it shall not, under any circumstances, claim, demand, or pursue payment from UrTruckBroker Corp's Customers', consignors, consignees, or other parties for transportation services provided hereunder. Any claim for overpayment or underpayment for transportation services provided pursuant to this Contract shall be presented by the party asserting the claim to the other party within sixty (60) days of discovery of the claim, but in no event will any such claim(s) be asserted more than one hundred eighty (180) days after the delivery of the shipment or shipments giving rise to any such claim. Claims shall be supported by appropriate documentation showing the amount of the overcharge or the undercharge, as the case may be. The parties shall pay, deny, or make a firm compromise offer within forty-five (45) days of receiving a claim. Any civil action to recover overcharges or undercharges shall be instituted within eighteen (18) months of the date of delivery of the shipments comprising the overcharge or undercharge claim. US DOT 2248692 ICC MC 744384 Rep Initials: 3
Carrier will pay all licenses, fees, taxes, fuel tax payments, road tax, equipment use fees or taxes, equipment license fees, driver's license fees, tolls and any other fees and fines that may be assessed on its equipment or its operations. CARRIER'S OPERATING AUTHORITY AND SAFETY RATING Carrier represents and warrants that all transportation performed under this Contract shall be contract carriage. To the extent that Carrier performs services pursuant to this Contract within, or to or from Canada, it shall procure and maintain any and all operating authorities or permits required to be held by Carrier under any applicable Federal, Provincial or Territorial laws and shall adhere to the Canadian National Safety Code. Without cost to UrTruckBroker Corp, Carrier shall provide and ensure complete all preventive maintenance and ongoing maintenance including, but not limited to, periodic safety inspections, annual safety inspections and emissions testing pursuant to the standards set out in any and all of the applicable motor vehicle statutes and regulations of the applicable jurisdiction(s) of operation. Carrier warrants that it shall notify UrTruckBroker Corp in the event of any suspension, cancellation, termination, or withdrawal of its operating authorities, in which event UrTruckBroker Corp shall have the right to terminate this Contract immediately upon written notice to Carrier. Carrier further represents and warrants that it shall at all times maintain a U.S. DOT safety rating that is "satisfactory", (subject to UrTruckBroker Corp's policies as amended from time to time), or "unrated"; and if to the extent that Carrier performs services pursuant to this Contract within, or to or from Canada, comparably, Carrier shall maintain a Canadian "carrier safety rating" that is "satisfactory", or "un-audited" in accordance with the Ontario Ministry of Transportation standards pursuant to the Highway Traffic Act and Regulations and/or any other Provincial or Territorial equivalent, which has jurisdiction over the Carriers operations. Carrier warrants that it will promptly notify UrTruckBroker Corp if Carrier is assessed an "conditional" or "unsatisfactory" safety rating, or if any equipment is known to be or reported as defective or which is not in compliance with the applicable Federal, State, Provincial or Territorial statute or regulation pertaining to vehicle or highway safety and UrTruckBroker Corp will suspend all service with Carrier and until such time that the Carriers rating is upgraded to "Satisfactory". To the extent that Carrier performs services pursuant to this Contract within, or to or from Canada, Carrier warrants that it holds a valid registration with the Commercial Vehicle Operator's Registration (CVOR) System for transporting goods through Canada. Carrier shall notify UrTruckBroker Corp immediately of any conviction or sanction against its CVOR rating. To the extent that Carrier performs services pursuant to this Contract within, or to o r from Canada, Carrier holds a valid license or certificate to operate an Extra- Provincial truck undertaking, and to engage in the Intra-Provincial truck Transportation of goods or valid overweight permits pursuant to any applicable laws if necessary or as US DOT 2248692 ICC MC 744384 Rep Initials: 4
issued under the Motor Vehicle Transport Act, 1987 or any Highway Traffic Act or equivalent as applicable to the jurisdiction of the trip/route. To the extent that Carrier performs services pursuant to this Contract within, or to or from Canada, Carrier is authorized to transact bonded highway carrier operations in Canada, and warrants that it holds the applicable bonded highway carrier code as issued by the Canada Border Services Agency ("CBSA"). To the extent that Carrier performs services pursuant to this Contract within, or to or from Canada, Carrier has signed Partners in Protection memorandum of understanding with the CBSA and has been certified and/or validated by the United States Bureau of Customs and Border Protection ("CBP") as a participant in the Customs-Trade Partnership Against Terrorism. To the extent that Carrier performs services pursuant to this Contract within, or to or from Canada, Carrier warrant that it is an approved carrier under the CBSA's Customs Self-Assessment program, and is a registered participant in the Free and Secure Trade ("FAST") program and that it holds a Standard Alpha Code number as issued by the National Motor Freight Association ("NMFTA"). DRIVERS AND EQUIPMENT Carrier shall ensure that its drivers are properly trained and licensed, and are competent and capable of safely handling and transporting UrTruckBroker Corp's shipments. Carrier agrees that drivers will be dispatched in accordance with the maximum available hours of service as provided in rules promulgated by the FMCSA while in the United States or as provided by any Canadian authority whose jurisdiction is within Carriers route/trip. Carrier shall provide and maintain all equipment required for the services requested by UrTruckBroker Corp and shall only use and provide equipment that is clean, in good operating condition and repair, in compliance with any and all Federal and/or State, Provincial/Territorial, Municipal statutes and regulations, and is suitable and properly configured to safely load, transport, and unload the shipments tendered by UrTruckBroker Corp. Carrier shall ensure that all equipment and all loads are in compliance with the environmental standards of any and all jurisdictions on its route and must act in accordance with these environmental standards. Any deviation from prescribed environmental standards is contrary to UrTruckBroker Corp's policy and the Carrier shall be solely and independently responsible for any consequence flowing from said deviation. All equipment provided for the transportation of food or food grade products will comply with the requirements of The Sanitary Food Transportation Act, or, to the extent that Carrier performs services pursuant to this Contract within, or to or from Canada, the Food and Drug Acts and any/all other applicable statutes and regulations, including, but not limited to the Ontario Food Safety and Quality Act, 2001, or any other jurisdiction's US DOT 2248692 ICC MC 744384 Rep Initials: 5
equivalent, and that none of the equipment so provided has been or will be used for the transportation of any waste of any kind, garbage, hazardous materials or any other commodity that might adulterate or contaminate food, food products or cosmetics. Drop Trailer/Interchange. In the event that Carrier participates in a drop trailer arrangement for the benefit of any of UrTruckBroker Corp's customers or vendors, Carrier agrees that it shall address all damage or liability issues directly with the responsible customer or vendor. Carrier agrees that UrTruckBroker Corp shall only be responsible for the direct acts of its employees, and not for the actions of customers, lumpers, draymen, other carriers, or any other third party. If Carrier agrees to interchange equipment to another carrier or to use equipment owned by a third party, Carrier, will address any interchange agreement directly with that motor carrier or equipment owner. Equipment Use/Commingling. Carrier agrees not to commingle or consolidate any freight tendered by UrTruckBroker Corp with the freight of any of Carrier's other customers. With regard to the individual tenders accepted by Carrier from UrTruckBroker Corp, Carrier's equipment shall be dedicated exclusively to the use of UrTruckBroker Corp's tendered loads in accordance with each Confirmation. Exception can be granted with prior consent and in the case of a particular shipment being an LTL shipment. Carrier's violation of this exclusive use requirement shall result in, as a liquidated damage and not as a penalty; Carrier's forfeiting its right to be paid for the transportation services as contemplated by the Confirmation. UrTruckBroker Corp shall also have the right to terminate this Contract immediately upon written notice to Carrier. CELL PHONES AND LOAD TRACKING Carrier agrees that they will discourage the use of hand held cellular devices while the vehicle is in operation. Carrier further agrees that texting while driving is forbidden while transporting any freight for UrTruckBroker Corp. UrTruckBroker Corp utilizes a load tracking app for the protection of everyone involved in a shipment. It allows the Shipper, Broker and Carrier to identify the location of the load at their convenience. This is a mandatory app install for all drivers. Any Driver refusing to install the app will not be given the load. The Carriers rate tender and confirmation will be withdrawn or not issued and no compensation for deadhead or other services will be given. This app cannot be disabled or turned off while the carrier is in possession of a UrTruckBroker Corp load. The app will automatically disable itself within 24 hours of delivery or can be disabled by driver after UrTruckBroker Corp has received the empty call from the driver and a copy of the signed Bill of Lading. In the event the driver disables the app while under dispatch with a UrTruckBroker Corp load, the carrier will be assessed a penalty of $100.00 per day for the entire dispatch with no credit given for connected days. It is the responsibility of the driver to keep his phone charged and turned on at all times while assigned a UrTruckBroker Corp load. US DOT 2248692 ICC MC 744384 Rep Initials: 6
PERFORMANCE AND DELIVERY TIME Carrier shall transport shipments to their specified destination without delay caused by anything in Carrier's control and with reasonable dispatch, unless a specified delivery date and/or time is communicated to it prior to the pick-up of any individual shipment, in which case delivery shall be performed in accordance with the communicated schedule. COMPLIANCE WITH LAWS Carrier agrees that all transportation services will be performed in full compliance with Federal, State, Provincial, Territorial, Municipal, local, and, to the extent applicable, international laws or regulations governing its operations (including but not limited to the statutes and regulations of any Provincial or Territorial Highway Traffic Act or equivalent, the Transportation of Dangerous Goods Act and regulations and the regulations of the Federal Department of Homeland Security ("DHS"), the Transportation Security Agency ("TSA"), as well as any legislation and related programs designed to protect transportation activities from terrorist attacks, such as the Customs - Trade Partnerships Against Terrorism and the Free and Secure Trade initiative. Carrier agrees to indemnify UrTruckBroker Corp for any fines, costs, claims, liability or expenses that it may occur and that arise out of violations of any applicable laws and regulations during Carrier's performance under this Contract. SHIPMENT INSTRUCTIONS At the time each shipment is received by Carrier from UrTruckBroker Corp's customer, Carrier will request and obtain instructions concerning all handling, securing and freight protection requirements, including specifications noted on the bill of lading, on shipment instructions, or as otherwise may be provided. Carrier is responsible for insuring that all freight is properly blocked and braced for transportation pursuant to any applicable Canadian National Safety Standards, or other applicable standards, unless tendered to Carrier in a pre-loaded, sealed trailer, in which case Carrier shall note the seal numbers on the bill of lading or receipt. The goods being shipped shall be considered to be in apparent good order and condition, unless otherwise indicated by Carrier or receiver on the bill of lading. URTRUCKBROKER CORP'S COMPENSATION Carrier shall not claim or demand, in whole or in part, UrTruckBroker Corp's commissions earned by UrTruckBroker Corp on shipments tendered under this Contract, pursuant to 49 CFR 371.3. US DOT 2248692 ICC MC 744384 Rep Initials: 7
INDEPENDENT CONTRACTOR Carrier is an independent contractor and shall exercise exclusive control, supervision, and direction over the manner in which transportation services are provided; the persons engaged in providing transportation services; and, the equipment selected and used to provide transportation services. Carrier shall have full responsibility for the payment of local, state, and federal payroll taxes, workers compensation and other social security and related payment requirements with respect to all persons engaged in the performance of transportation services. This Contract does not create, nor shall it be deemed to create a partnership, joint venture, or agency relationship between UrTruckBroker Corp and Carrier. CARRIER'S CARGO LIABILITY AND CLAIMS Carrier shall have the sole and exclusive care, custody and control of the shipments tendered by UrTruckBroker Corp from the time Carrier picks up a shipment until delivery to the consignee. Carrier shall be liable UrTruckBroker Corp for actual loss and damage to shipments, and for delayed deliveries, arising from Carrier's performance of or failure to perform the services required by this Contract; provided, however, that Carrier shall not be liable for loss, damage, or delay to shipments caused solely by an act of God, public enemy, acts of war, insurrection, riot, inherent vice of the Shipment, or the negligence of UrTruckBroker Corp or its customer, in which case Carrier has the burden of proving applicability of the exception. Any seals applied to trailer are not to be broken or removed prior to delivery at destination without prior written consent from UrTruckBroker Corp. Carrier shall be liable for the full, actual value of the shipments tendered by UrTruckBroker Corp to Carrier. No released value rates, or other limitation of cargo liability, shall be valid or enforceable against UrTruckBroker Corp or its customers unless expressly agreed to by UrTruckBroker Corp in a signed writing separate from any bill of lading or other delivery receipt issued by Carrier. UrTruckBroker Corp may file a claim for loss or damage to shipments delivered or not delivered. Within ninety (90) days of receiving a claim from UrTruckBroker Corp for loss, damage, or delay, Carrier shall pay or deny the claim (in which case the reasons for denial shall be fully explained), or make a firm compromise offer. In the event branded or labeled goods are damaged, UrTruckBroker Corp's customer may determine, in its sole discretion, whether the goods may be salvaged, and if salvageable, the value of such salvage. Any salvage receipts shall be deducted from the amount of UrTruckBroker Corp's claim against Carrier. If UrTruckBroker Corp's customer permits its goods to be salvaged and Carrier pays the full, actual value of the damaged goods US DOT 2248692 ICC MC 744384 Rep Initials: 8
Carrier may retain custody of the goods after removing all identifying marks and labels. To the extent that any of the terms of this contract are inconsistent with the Highway Traffic Act, R.S.O. 1990, c. H.8, as amended, and the Regulations thereto or similar provincial or territorial legislation having jurisdiction, and/or the provisions of any bill of lading, the terms of this Contract shall prevail. INSURANCE Unless greater insurance limits are required on a schedule to this Contract or by law, Carrier agrees to procure and maintain at its own expense the following insurance in at least the following amounts during the term of this Contract: Cargo Insurance: $100,000 per shipment or, to the extent that Carrier performs services pursuant to this Contract within, or to or from Canada, an amount sufficient to cover the loss or damage to the cargo carried, but in no instance less than $100,000 per shipment; Cargo Insurance shall not have any exclusions for Copper, Tires or Electronics Automobile Liability Insurance: $1,0000,000 USD per occurrence; Worker's compensation: as required by law; Any additional BMC 32 and MCS 90 Endorsements or requirements where required by law or regulation; (Note: possessing a General Liability insurance policy and insurance limits in excess of the minimums outlined above will result in greater freight opportunities for Carrier). Carrier shall furnish written evidence of its insurance coverage to UrTruckBroker Corp upon request and shall advise UrTruckBroker Corp of any change in its insurance coverage thirty (30) days prior to the effective date of such change. Carrier further agrees to procure and maintain any and all insurance required by federal, state, Provincial, Territorial, Municipal, local, or to the extent applicable, international laws. Carrier shall cause the required insurance to be procured naming UrTruckBroker Corp as "additional insured" on any Public Liability, General Liability and/or Automobile liability policies, and as "loss payee" on the Cargo policy. Upon request of UrTruckBroker Corp, Carrier shall furnish to UrTruckBroker Corp written certificates obtained from each insurance carrier showing that the required insurance has been procured. Carrier's liability for cargo loss or damage described in Section 12 above and its indemnification described in Section 14 below will not be reduced or limited by the actual insurance policy limits that Carrier chooses to purchase. US DOT 2248692 ICC MC 744384 Rep Initials: 9
URTRUCKBROKER CORP CARRIER'S INDEMNIFICATION Carrier shall indemnify, defend, and hold UrTruckBroker Corp, its customers, consignors, and consignees, and their respective parent, subsidiaries, affiliates, employees, officers, directors and agents harmless from and against any and all losses, harm, injuries, damages, claims, costs, expenses, and liabilities (including reasonable legal fees) arising from, or in connection with services provided by Carrier, its employees, agents, and contractors, unless resulting directly from the negligence or willful act or omission of UrTruckBroker Corp or its customers and their consignors or consignees and their respective parent, subsidiaries, affiliates, employees, officers, directors and agents. BILLS OF LADING AND DELIVERY RECEIPTS Carrier will issue and sign a standard, uniform straight bill of lading or other receipt ("Receipt") acceptable to UrTruckBroker Corp and UrTruckBroker Corp's customers upon acceptance of a shipment for transportation. If Carrier permits the shipper to prepare the bill of lading, Carrier warrants that it shall ensure that the bill of lading properly names Carrier as the "carrier" on the load prior to signing it, and shall strike through and correct any erroneous designation of any other person as "carrier" (including UrTruckBroker Corp) on the bill of lading. Any terms and conditions written or printed on the Receipt shall have no effect against UrTruckBroker Corp, unless specifically agreed to by UrTruckBroker Corp in this Contract or in a separate signed writing apart from the Receipt. The Receipt issued or executed by Carrier shall be prima-facie evidence of receipt of the shipment in good order and condition by Carrier unless otherwise noted on the face of said document. Carrier shall submit an original copy of the Receipt to UrTruckBroker Corp evidencing delivery of the shipment unless otherwise instructed by UrTruckBroker Corp, in which case Carrier shall retain custody of the Receipt and provide it to UrTruckBroker Corp upon request. If Carrier fails to maintain and provide the Receipt, Carrier assumes all risk of loss resulting from the failure to prove good delivery. PAPERWORK SUBMISSION FOR PAYMENT TO CARRIER Carrier shall within 24 hours of delivery submit to UrTruckBroker Corp proof of delivery in form of signed BOL (bill of lading) and/or Delivery receipt. Further the Carrier shall submit to UrTruckBroker an invoice for the carriers services within 48 hours of delivery. The proof of delivery documents and invoice are to be submitted by fax or email ONLY to accounts@urtruckbroker.com or fax 207-561-6498. Any billing paperwork submitted via Fedex, UPS, US Mail or other parcel delivery service can expect up to 60 delay in processing without penalty to UrTruckBroker Corp. The only exception to these terms is in a case where the shipper is requiring original US DOT 2248692 ICC MC 744384 Rep Initials: 10
documents for payment and will be clearly noted on the carriers rate confirmation sheet. FACTORING Carrier shall provide UrTruckBroker Corp written notice of any assignment, factoring, or other transfer of its right to receive payments arising under this Contract thirty (30) days prior to such assignment, factoring, or other transfer taking legal effect. Such written notice shall include the name and address of assignee/transferee, date, date assignment is to begin, and terms of the assignment, and shall be considered delivered upon receipt of such written notice by UrTruckBroker Corp. Carrier shall be allowed to have only one assignment, factoring or transfer legally effective at any one point in time, and no multiple assignments, factoring or transfers by the Carrier shall be permitted. Carrier shall indemnify UrTruckBroker Corp against and hold UrTruckBroker Corp harmless from any and all lawsuits, claims, actions, damages (including reasonable attorneys fees, obligations, liabilities and liens) arising or imposed in connection with the assignment or transfer of any account or right arising thereunder where the Carrier has not complied with the notification assignment requirements of this section. Carrier also releases and waives any right, claim or action against UrTruckBroker Corp for amounts due and owing under this Contract where Carrier has not complied with the notice requirements of this section. SUBCONTRACTORS Carrier specifically agrees that it shall be the party solely responsible for operating the equipment necessary to transport commodities under this Contract and that it shall not, in any manner, sub- contract, UrTruckBroker Corp or tender to any third party for transportation any freight tendered to Carrier pursuant to this Contract. In the event that Carrier shall employ any subcontractor or other person for the performance of all or any portion of the services required hereunder to be performed by Carrier, Carrier shall be and remain liable to UrTruckBroker Corp under the terms of this Contract including, without limitation, liability for loss, damage or delay of any shipments, whether such loss, damage or delay occurred while such shipment was in the possession of Carrier or such subcontractor or other person. Carrier shall be solely and exclusively responsible to pay any charges of any subcontractor or other person and agrees to indemnify and defend UrTruckBroker Corp and its customers from and against any claims made by any such subcontractor or other person in connection with its provision of services required to be performed by Carrier hereunder. Notwithstanding the terms of this provision, if Carrier violates this Contract UrTruckBroker Corp any freight tendered to Carrier pursuant to this Contract, UrTruckBroker Corp may, in its sole discretion, do one or more of the following: terminate this Contract and UrTruckBroker Corp's relationship with Carrier; and/or require the Carrier to immediately provide security (cash, bond or letter of credit) in a minimum amount of $50,000, or such greater amount required by UrTruckBroker Corp, US DOT 2248692 ICC MC 744384 Rep Initials: 11
URTRUCKBROKER CORP to secure Carrier's liability to carriers it engages. Carrier further acknowledges and agrees that UrTruckBroker Corp may, in its sole discretion, withhold payment to Carrier and make payment directly to carriers it engages. COMMUNICATIONS AND CONFIDENTIALITY Carrier and UrTruckBroker Corp shall endeavor to communicate by the most effective and efficient means to exchange information, including instructions, rates, equipment, shipment location, and other information helpful or necessary to achieve the intentions of the Parties herein. Such communications and information transmission presently includes telephone, telecopier, software, e-mail, internet, electronic data interchange, satellite, and information received from third parties (including affiliates of UrTruckBroker Corp, outside billing companies and freight payment entities), but this is not intended to be limiting the manner of future communications as they develop. All information furnished by one Party to the other in the course of performing work or rendering services under this Contract shall be deemed to be the confidential and proprietary information of the disclosing Party and/or its customers. The Party receiving information agrees not to disclose any such information unless required to do so by order of court or other legally constituted tribunal, nor to use such information other than in performance of work and/or services under this Contract. Carrier agrees not to use UrTruckBroker Corp customers' names for promotional or other purposes without prior written consent. ASSIGNMENT Neither party shall assign this Contract or any rights hereunder without the prior written consent of the other party, except that UrTruckBroker Corp may assign this Contract to any of its parent, subsidiary or related companies, or to any surviving company in a merger or acquisition. Any assignment made pursuant to this paragraph shall be binding upon all assigns, heirs, and successors of the assigning party. NOTICES Except for regular business communications which may be transmitted through procedures established by agreement or acquiescence, all notices made hereunder shall be provided in writing and delivered by telecopier, certified mail, or overnight courier. Notices transmitted by telecopier shall be deemed received as of the date and time of confirmation printed by sender's machine. Notices transmitted by certified mail or overnight courier shall be deemed received as of the date and time signed for by recipient. Notices shall be addressed to the respective parties as set forth above. US DOT 2248692 ICC MC 744384 Rep Initials: 12
URTRUCKBROKER CORP FORCE MAJEURE Neither UrTruckBroker Corp nor Carrier shall be liable for any delay in the performance of their respective obligations under this Contract resulting from any force majeure, including, but not limited to, acts of God, acts of government or other civil or military authorities, acts of terror, war or riots. Whenever possible, in the event of a force majeure, the affected party shall promptly notify the other party in writing, stating the reasons for the inability to comply with the provisions of this Contract, and the expected duration of the force majeure. NO LIEN Carrier shall have no lien, and hereby expressly waives its right to any lien on any cargo, freight, or property of UrTruckBroker Corp or any of its customers, consignors or consignees. ENTIRE AGREEMENT This Contract constitutes the entire agreement and understanding between the parties and supersedes any and all prior agreements and understanding, either oral or written. EXECUTION This Contract may be executed in one or more counterparts and each such counterpart shall, for all purposes, be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. FEES In the event either party incurs attorney/lawyers fees, costs, or expenses in enforcing any of the provisions of this Contract, or in exercising any right or remedy arising out of any breach of this Contract by the other party, the prevailing party shall be entitled to receive attorney/lawyers fees, costs and expenses from the other party. CHOICE OF LAW The Parties agree that this Contract shall be governed by, construed and enforced in accordance with the laws of the State of Texas, or, to the extent that Carrier performs services pursuant to this Contract within. The parties further agree that all disputes arising under this Contract may be submitted to the jurisdiction of the State or Federal Courts within the State or District of Texas. The parties hereto have specifically requested that this agreement be drawn up in the English language only. US DOT 2248692 ICC MC 744384 Rep Initials: 13
MODIFICATIONS TO CONTRACT With the exception of additional operational requirement and/or shipping instructions set forth in the Confirmation and/or associated written instruction issued by UrTruckBroker Corp, no modification of this Contract and waiver of any of its terms shall be valid or binding unless made in a writing duly executed by the authorized representatives of both parties. SEVERABILITY If any provision of this Contract held to be invalid under the laws of the Federal government, any State, Province, Territory, Municipality or any other jurisdiction having authority, such provision will be deemed to have no effect but all other provisions of this Contract shall remain in full force and effect. WAIVER The Parties have entered into this Contract pursuant to 49 U.S.C. 14101(b) for the purpose of providing and receiving transportation services under the rates and conditions set forth in this contract. The Parties expressly waive any and all rights and remedies permitted to be waived under the Interstate Commerce Commission Termination Act, to the extent that such rights and remedies are inconsistent with any of the provisions of this Contract. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date and year first written above. "The undersigned hereby represents and warrants that they are duly authorized to execute this instrument on behalf of: Carrier By: signature Name: printed name Title: Date_ (If signing as a member of an LLC or Corporation you must include a copy of your Formation Certificate.) UrTruckBroker Corp By: signature Name: printed name Title: Date US DOT 2248692 ICC MC 744384 Rep Initials: 14
CARRIER ID AGENT: Please select one payment option and one payment method: Payment Options (select one option) 1 Standard Pay Carriers You will receive payment within twenty one (30) 21days after UrTruckBroker has received all completed and legible paperwork of the load. 1 Quick Pay Carriers Your payment will be released within 72 hours (not including Saturday, Sunday, or certain National Holidays) less a discount of 4.0% of the gross freight bill amount and UrTruckBroker has received all completed and legible paperwork of the load. *You must fill out and sign the Appendix A Quick Pay Discount Agreement. 1 Factoring Fax a letter of assignment that is signed and dated. We **you do not will issue be on paper a paper checks, check you are until require we have to fill your out the payment ACH form options for yourself entered or into your our factoring system. You company. will receive The a only confirmation other method fax of or payment email that is via your Bank payment Wire and setup there has is a $25.00 been completed.** fee if you accep this method. In rare cases you can receive an EFS express code. Payment Methods (select one option) 1 EFS- Account you can have your payments directly deposited into your EFS Account. *Enter your EFS Account # here: Wire fee may apply ACH 1 EFT(Electronic Funds Transfer) you can have your payments directly deposited into your checking or savings account. *You must fill out the EFT Funds Transfer Authorization Form. *You must also include a copy of a voided check. ComChek 1 EFS-Check Express Code you will receive a express code for an EFS-Check for your payment. You are required to call into our office (903-701-5788) to receive your Express Codes. Fees apply 1 Paper Check you will receive a paper check via U.S. Postal mail. URTRUCKBROKER CORP US DOT 2248692 ICC MC 744384 Representative Initial: Carrier Agreement
URTRUCKBROKER CARRIER ID (Only fill out this form if you ve selected Quick Pay as your payment option) You must also complete the quick pay portion on the ACH form (accept or deny QUICK PAY DISCOUNT AGREEMENT APPENDIX A By executing this Appendix A, Carrier is requesting that UrTruckBroker make early payment of freight charges in exchange for a discount of the agreed rates provided for in Article 3 of the Agreement for Motor Contract Carrier Services. Upon final completion of the load, and after providing the necessary documents to confirm completion of Carrier s responsibilities without loss or damage, UrTruckBroker agrees to pay to Carrier the amount of the freight bill as confirmed by UrTruckBroker, less a discount of 4 % of the gross freight bill amount. Upon receiving the necessary documents (and after allowing for a reasonable processing time), UrTruckBroker will make payment within 72 hours,(excluding Saturdays, Sundays, and Holidays) in a manner designated by Carrier, which may consist of (a) depositing the amount via electronic funds transfer ( EFT ) into Carrier s bank account, or (b) depositing the funds into Carrier s EFS Account, or (c) issuing a EFS-Check Authorization number to Carrier for the same, or (d) delivery of check, or (e) any other method that may be agreed between UrTruckBroker and Carrier. Carrier shall provide UrTruckBroker with written payment instructions (on a form provided by UrTruckBroker), and agrees to hold UrTruckBroker harmless from any claims or damages that may arise from payment by UrTruckBroker according to Carrier s instructions. Carrier understands and agrees that it may take up to 10 business days from the execution of this Quick Pay Discount Agreement to begin processing of the Quick Pay Payment Program. Carrier DBA Name By: (sign by an officer of the company) TITLE: (Owner/Officer of the company) By: (Print name of officer of the company) DATE: URTRUCKBROKER CORP US DOT 2248692 ICC MC 744384 Representative Initial: Carrier Agreement
SevenOaks Capital Associates, LLC Carrier Payment Policy Please be advised that SevenOaks Capital Associates has entered into a factoring relationship with UrTruckBroker Corp.. SevenOaks payment policy is to pay U.S. based carriers 21 25 days via ACH** after receipt of acceptable invoice and original bill of lading. SevenOaks Capital Associates does offer a Quick Pay option in which payment will be made via ACH to the carrier within 24-48 business hours after acceptable documentation is received. In return for Quick Pay SevenOaks Capital will deduct a 4% discount from the carriers invoice. Please indicate below if you would like to participate in our Quick Pay program. Only companies that are directly paid are eligible for Quick Pay. If you factor your receivables, you will not be eligible for quick pay with SevenOaks. **Non-U.S. Based Carriers must be paid by check and sent via Fed Ex. Please complete this form and fax to 207-561-6498 225-757-1916 or email accounts@urtruckbroker.com terri@sevenoakscaptial.com. Please attach a voided check to process via ach, or complete the authorization and banking information below to ach all future payments COMPANY NAME: SIGNATURE: PRINT NAME: TITLE: ACCOUNT TITLE: ACCT #: BANK ROUTING#: BANK NAME: Quick Pay Authorization Only complete if you are electing to have quick pay-if you decline complete the lower portion By signing this agreement, is acknowledging that their receivables are not paid to a third party, and is requesting to enroll in SevenOaks quick pay program. The signature below authorizes SevenOaks to deduct 3% from the carrier s invoices. Signature-Authorized Agent of Carrier Date Printed Name/Company If you are declining Quick Pay Complete the lower portion Quick Pay Decline Signature-Authorized Agent of Carrier Printed Name/Company Date Factoring Party for Carrier
Form W-9 (Rev. December 2014) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. Give Form to the requester. Do not send to the IRS. Print or type See Specific Instructions on page 2. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: Individual/sole proprietor or C Corporation S Corporation Partnership Trust/estate single-member LLC Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner. Other (see instructions) 5 Address (number, street, and apt. or suite no.) 6 City, state, and ZIP code 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from FATCA reporting code (if any) (Applies to accounts maintained outside the U.S.) Requester s name and address (optional) 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter. Social security number or Employer identification number Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3. Sign Here Signature of U.S. person General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following: Form 1099-INT (interest earned or paid) Form 1099-DIV (dividends, including those from stocks or mutual funds) Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) Form 1099-S (proceeds from real estate transactions) Form 1099-K (merchant card and third party network transactions) Date Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) Form 1099-C (canceled debt) Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2. By signing the filled-out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information. Cat. No. 10231X Form W-9 (Rev. 12-2014)