This Broker–Carrier Agreement ("Agreement") is entered into by and between the property broker ("Broker") and the motor carrier ("Carrier") identified through the Broker's Carrier Portal registration. This Agreement governs all transportation services arranged between the parties and supersedes any prior agreements, whether written or verbal, between Broker and Carrier relating to the transportation of freight.
1.1. Broker, as a licensed property broker registered with the Federal Motor Carrier Safety Administration ("FMCSA"), agrees to tender shipments of freight to Carrier for transportation. Carrier agrees to transport such shipments in accordance with the terms and conditions of this Agreement and any applicable load confirmations, rate confirmations, or dispatch instructions issued by Broker.
1.2. Each load confirmation issued by Broker and accepted by Carrier shall be deemed incorporated into this Agreement. In the event of a conflict between this Agreement and a specific load confirmation, the terms of this Agreement shall control unless the load confirmation expressly states otherwise.
1.3. Broker does not guarantee a minimum volume of shipments to Carrier, and Carrier is under no obligation to accept any particular shipment tendered by Broker.
2.1. The relationship between Broker and Carrier is that of independent contracting parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
2.2. Carrier shall have exclusive control over the manner and means by which transportation services are performed. Carrier shall be solely responsible for the hiring, supervision, training, compensation, and termination of its employees, agents, drivers, and subcontractors.
2.3. Carrier shall be solely responsible for all federal, state, and local taxes, including but not limited to income taxes, self-employment taxes, unemployment taxes, and workers' compensation insurance premiums applicable to Carrier and its personnel.
3.1. Carrier represents and warrants that it holds valid and active operating authority issued by the FMCSA, including an active Motor Carrier ("MC") number and United States Department of Transportation ("USDOT") number, and that its authority is in good standing at all times during the term of this Agreement.
3.2. Carrier shall comply with all applicable federal, state, and local laws, rules, and regulations governing the transportation of property, including but not limited to:
3.3. Carrier shall promptly notify Broker in writing of any material change in its operating authority, insurance coverage, safety rating, or any suspension, revocation, or adverse action taken against Carrier by any governmental authority.
3.4. Carrier's FMCSA operating authority must reflect an "Authorized" status. If Carrier's authority status changes to "Not Authorized" or is otherwise suspended or revoked at any time, this Agreement shall be deemed immediately terminated, and Carrier shall not accept or transport any further shipments on behalf of Broker.
4.1. Carrier shall maintain, at its sole cost and expense, the following minimum insurance coverage throughout the term of this Agreement and during the performance of any transportation services hereunder:
Minimum of $1,000,000 per occurrence, combined single limit for bodily injury and property damage, covering all owned, hired, and non-owned vehicles used in the performance of services under this Agreement.
Minimum of $100,000 per occurrence, covering all risk of physical loss or damage to cargo, including theft, from the time cargo is received by Carrier until delivery to the consignee. Coverage shall include loading and unloading.
Minimum of $1,000,000 per occurrence for general commercial liability.
As required by applicable state law in every state in which Carrier's employees perform services.
For temperature-controlled shipments, Carrier shall maintain appropriate refrigeration breakdown coverage or mechanical breakdown endorsement adequate to cover spoilage or damage resulting from refrigeration unit failure.
4.2. All insurance policies required under this Agreement shall name Broker as an additional insured and certificate holder. Carrier shall provide Broker with certificates of insurance evidencing the required coverage prior to transporting any freight and upon each policy renewal.
4.3. Carrier's insurance policies shall include a provision requiring the insurer to provide Broker with not less than thirty (30) days' advance written notice prior to any cancellation, non-renewal, or material change in coverage.
4.4. Carrier's insurance must remain valid and active throughout the duration of every shipment. A lapse in insurance coverage during the transportation of a shipment shall constitute a material breach of this Agreement.
NOTICE: Carrier's failure to maintain valid and active insurance as required by this Section shall constitute an immediate material breach of this Agreement. Broker reserves the right to immediately terminate this Agreement and remove Carrier from the Carrier Portal in the event of any insurance lapse.
5.1. Carrier shall transport all shipments using its own equipment, drivers, and operating authority. Carrier shall NOT, under any circumstances, re-broker, co-broker, assign, transfer, subcontract, interline, or arrange for any other carrier, broker, or third party to transport any shipment tendered by Broker without Broker's express prior written consent.
5.2. This prohibition includes, but is not limited to:
STRICT PROHIBITION: Any violation of this Section shall constitute a material breach of this Agreement, and Carrier shall be liable for all resulting damages, including but not limited to cargo loss, delay damages, additional transportation costs, and any fines or penalties imposed by regulatory authorities. Broker may immediately terminate this Agreement and pursue all available legal remedies. Carrier shall be liable for a minimum penalty of $10,000 per occurrence of double brokering in addition to any actual damages incurred.
6.1. Carrier shall provide real-time tracking updates to Broker throughout the duration of each shipment. Carrier shall use Broker-specified tracking methods, including but not limited to GPS tracking, ELD integration, or manual check-call updates as directed by Broker.
6.2. Carrier shall provide the following mandatory status updates:
6.3. Carrier shall ensure that its drivers and dispatchers remain reachable by phone and/or email during all business hours and during the transit of any active shipment. Failure to respond to Broker's communication attempts within one (1) hour shall constitute a breach of this section.
6.4. Carrier shall immediately notify Broker of any accident, cargo damage, theft, hijacking, or any incident involving the freight, the driver, or the equipment during transit.
7.1. Carrier shall pick up and deliver all shipments at the times and locations specified in the load confirmation. Time is of the essence with respect to pickup and delivery schedules.
7.2. Carrier's driver shall arrive at the pickup location with clean, dry, odor-free, and damage-free equipment suitable for the commodity being transported. For temperature-controlled shipments, Carrier shall pre-cool equipment to the temperature specified in the load confirmation prior to arrival at the pickup location.
7.3. Carrier's driver shall inspect all freight at the time of pickup and note any visible damage, shortage, or discrepancy on the Bill of Lading ("BOL"). Carrier's failure to note exceptions on the BOL shall create a presumption that the freight was received in good order and condition.
7.4. Carrier shall not make any stops, transfers, or diversions between pickup and delivery without Broker's prior written approval.
7.5. Carrier's driver shall obtain a signed and dated proof of delivery ("POD") at the time of delivery, including the printed name and signature of the consignee's representative. Carrier shall submit a legible copy of the signed POD to Broker within twenty-four (24) hours of delivery.
8.1. Carrier acknowledges that detention, layover, lumper fees, and all other accessorial charges are NOT automatically approved. Any and all accessorial charges must receive Broker's express prior written approval before they are incurred.
8.2. To request approval for any accessorial charges, Carrier must:
8.3. Broker shall not be liable for any accessorial charges that were not pre-approved in writing by Broker. Carrier's failure to obtain prior written approval shall constitute a waiver of any claim for such charges.
8.4. Detention time, if approved, shall be calculated from the time Carrier checks in at the facility as documented on the BOL, POD, or facility log, and shall be billed at the rate agreed upon in writing by both parties.
IMPORTANT: Verbal approvals are not valid for accessorial charges. All approvals must be in writing (email, portal notification, or written correspondence). Carrier bears the burden of proving prior written approval for any accessorial charges.
9.1. Carrier shall be liable for any loss of, damage to, or delay in delivery of any shipment from the time it receives the freight at the point of origin until it delivers the freight at the destination specified in the load confirmation, in accordance with the Carmack Amendment (49 U.S.C. § 14706).
9.2. In the event of any cargo loss or damage, Carrier shall:
9.3. Carrier's liability for cargo claims shall be based on the full actual value of the shipment at the time and place of loss or damage, unless a declared value is stated on the BOL or load confirmation.
9.4. Carrier shall process and resolve all cargo claims within thirty (30) days of receipt of a written claim from Broker. Failure to acknowledge or resolve a claim within this period shall constitute acceptance of the claim.
9.5. Broker may offset any unresolved cargo claim amounts against payments due to Carrier.
10.1. Carrier shall defend, indemnify, and hold harmless Broker, its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, actions, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:
10.2. Carrier's indemnification obligations shall survive the termination or expiration of this Agreement.
11.1. Broker shall pay Carrier the rate agreed upon in the applicable load confirmation for each completed shipment. Payment shall be made within the time frame specified in Carrier's payment terms as established during onboarding (e.g., Quick Pay, Standard Net Terms, or same-day EFS), subject to Carrier's submission of all required documentation.
11.2. Carrier must submit the following documents to Broker in order for payment to be processed:
11.3. Incomplete, illegible, or missing documentation may delay payment. Broker reserves the right to withhold payment until all required documentation has been received and verified.
11.4. Carrier agrees that Broker may offset, deduct, or withhold from Carrier's payment any amounts owed to Broker by Carrier, including but not limited to cargo claims, penalties, fines, chargebacks, and any amounts for which Carrier is liable under this Agreement.
11.5. Carrier shall submit all payment documentation through the Broker's Carrier Portal. Paper submissions may not be accepted unless specifically approved by Broker.
12.1. Each party acknowledges that, during the term of this Agreement, it may have access to confidential and proprietary information of the other party, including but not limited to customer identities, shipping volumes, rates, pricing, financial information, business strategies, and operational data ("Confidential Information").
12.2. Carrier shall not disclose, share, or otherwise make available any Confidential Information to any third party without Broker's prior written consent. This includes, but is not limited to:
12.3. Carrier's confidentiality obligations shall survive the termination of this Agreement for a period of two (2) years following the date of termination.
13.1. During the term of this Agreement and for a period of two (2) years following termination, Carrier shall not directly or indirectly solicit, contact, or enter into any transportation arrangement with any shipper, consignee, customer, or client of Broker with whom Carrier had contact or became aware of through its relationship with Broker.
13.2. Carrier acknowledges that its access to Broker's customer information constitutes a significant business advantage provided by Broker, and that any solicitation of Broker's customers would cause irreparable harm to Broker's business.
13.3. In the event of a violation of this Section, Carrier shall pay Broker liquidated damages equal to fifteen percent (15%) of the gross revenue generated from the solicited customer during the twenty-four (24) months following the violation, or $25,000, whichever is greater. This liquidated damages provision shall not preclude Broker from seeking injunctive relief or other available remedies.
14.1. Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond the reasonable control of the affected party, including but not limited to: acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, civil unrest, government orders or embargoes, strikes or labor disputes (other than those involving the affected party's own employees), fire, flood, earthquake, hurricane, or other catastrophic events ("Force Majeure Event").
14.2. The party affected by a Force Majeure Event shall promptly notify the other party in writing and use commercially reasonable efforts to mitigate the impact and resume performance as soon as practicable.
14.3. Force Majeure shall not excuse Carrier from liability for cargo loss, damage, or theft while in Carrier's custody.
15.1. This Agreement shall be governed by and construed in accordance with federal transportation law, including 49 U.S.C. §§ 14101(b) and 14706 (the Carmack Amendment), and to the extent not preempted by federal law, the laws of the state in which Broker's principal place of business is located, without regard to its conflict of laws provisions.
15.2. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the federal or state courts located in the jurisdiction of Broker's principal place of business. Each party irrevocably consents to the personal jurisdiction and venue of such courts.
16.1. In the event of any dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve the dispute through good-faith negotiation for a period of thirty (30) days following written notice of the dispute.
16.2. If the dispute cannot be resolved through negotiation, either party may initiate mediation administered by a mutually agreed-upon mediator. The costs of mediation shall be shared equally by the parties.
16.3. If mediation is unsuccessful, either party may pursue litigation in accordance with Section 15 (Governing Law & Venue) of this Agreement. The prevailing party in any litigation shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.
16.4. All cargo claims shall be governed by the Carmack Amendment (49 U.S.C. § 14706) and shall be filed and resolved in accordance with 49 CFR Part 370.
17.1. Either party may terminate this Agreement at any time, with or without cause, by providing thirty (30) days' written notice to the other party.
17.2. Either party may terminate this Agreement immediately upon written notice if the other party:
17.3. Termination of this Agreement shall not affect any rights, obligations, or liabilities that accrued prior to the effective date of termination, including but not limited to payment obligations, cargo claims, indemnification obligations, confidentiality obligations, and non-solicitation obligations.
17.4. Upon termination, Carrier shall immediately cease using the Carrier Portal and return or destroy any Confidential Information in its possession.
18.1. This Agreement, together with all load confirmations and rate confirmations issued hereunder, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and writings, whether written or oral, relating to such subject matter.
18.2. This Agreement may be amended or modified only by a written instrument signed or electronically accepted by both parties. Broker may update the terms of this Agreement by posting revised terms to the Carrier Portal, and Carrier's continued use of the Carrier Portal or acceptance of loads following such posting shall constitute Carrier's acceptance of the revised terms.
18.3. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
18.4. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it at a later time.
By registering on the Carrier Portal, accepting loads, or otherwise utilizing Broker's services, Carrier acknowledges that it has read, understood, and agrees to be bound by all the terms and conditions of this Broker–Carrier Agreement. Carrier's digital acceptance through the Carrier Portal shall constitute a valid and binding electronic signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act (UETA).