Carrier Agreement 2
APPENDIX TO AGREEMENT DRIVER INSTRUCTIONS
A. ALL BIDS ARE PLACED FOR 15B. WHEN THE CLIENT ASKS TO HOLD TRUCK, YOU MUST HOLD THE TRUCKS FOR 20 MINUTESC. WHEN YOU ARE BIDDING A DIRECT RUN YOU MUST COUNT PROPERLY HOURS OF DRIVING,GIVE CORRECT TRANSIT TIME TO THE DISPATCHER BEFORE BIDDING AND GUARANTEE THAT YOUR TRUCK ARRIVES FOR PICK UP AND DELIVERY AS SOON AS POSSIBLE.
A. APPOINTMENTS CANNOT BE WE DO EXPEDITED LOADS WHICH MEANSTIME-CRITICAL.B. IF YOU OR YOUR DRIVER CANNOT MEET THE APPOINTMENT (NOT ENOUGH HOURS ON THE LOG BOOK OR ANY OTHER REASON) YOU HAVE TO SKIP THE LOAD BEFORE
A. BOOKED LOAD CAN BE PROVIDED WITH THE INSTRUCTIONS (PRINT DOCUMENTS PRIOR TO PICK UP, WHICH MUST BE FOLLOWED BY YOU AND YOUR DRIVER(S).
A. IN CASE, WHEN YOU OR YOUR DRIVER(S) NEED TO TAKE A REST OR MAKE A STOP TO REFUEL YOU A MUST NOTIFY DISPATCHER WITH LOCATION OF THE STOP AND ETA WHEN TRUCK WILL BE ON ROUTE WHEN YOU OR YOUR DRIVER(S) RESTARTS DRIVING IT’S A MUST NO NOTIFY DISPATCHER THAT TRUCK BACK ON THE ROUTE AGAIN.
B. IN CASE, WHEN YOU OR YOUR DRIVER(S) HAS UNEXPECTED ISSUE ON THE ROAD IT’S A MUST TO REPORT ABOUT THE SITUATION IMMEDIATELY TO DISPATCHER AND GIVE ALL THE INFORMATION ON WHAT HAPPENED, ETA, SEND PICTURE OF THE LOAD IN THE TRUCK (IN CASE OF CAR ACCIDENT), RECEIPT FROM REPAIR SHOP (IF PROBLEM WITH THE VEHICLE) OR OTHER
5. HAND LOADING/UNLOADING
A. IF SHIPPER OR CONSIGNEE ASKS TO LOAD/UNLOAD TRUCK BY HANDS YOU OR YOUR DRIVER(S) MUST REPORT THIS TO THE DISPATCHER. NO TOUCH TO THE LOAD WHILE THE DISPATCHER WILL INFORM IF WE YOU NEED TO DO IT ORB. IF THE TRUCK WAS LOADED/UNLOADED BY THE DRIVER WITHOUT CONFIRMING WITH THE DISPATCHER NO EXTRA MONEY CAN BE REQUESTED.
1. PRELIMINARY AGREEMENT:
2. VEHICLE REQUIREMENTS:
TO BE READ AND SIGNED BY THE APPLICANT
I authorize you to make such investigations and inquiries of my personal, employment, financial or medical history and other related matters as may be necessary in arriving at an employment decision. (Generally, inquiries regarding medical history will be made only if and after a conditional offer of employment has been extended.) I hereby release employers, schools, health care providers and other persons from all liability in responding to inquiries and releasing information in connection with my application.
In the event of employment, I understand that false or misleading information given in my application or interview(s) may result in discharge. I understand, also, that I am required to abide by all rules and regulations of the Company. I understand that the information I provide regarding current and/or previous employers may be used, and those employer(s) will be contacted, for the purpose of investigating my safety performance history as required by 49 CFR 391.23(d) and (e).
I understand I have the right to:
Signature: Print Name: February 24, 2024
MC# DOT# FEDERAL ID#
CITY STATE ZIPCODE
EMERGENCY CONTACT PHONE
Note: This Lease Agreement should be maintained in the Equipment during the term of the Agreement
I. I, Azam Logistics LLC (Carrier/Registrant). Adress: 16801 Addison Rd Ste124 Addison, TX 75001,
and are parties to a written Lease Agreement (Agreement), whereby the Equipment Owner has leased to the Carrier certain motor vehicle equipment listed below, owned and controlled by the Equipment Owner, whereby the Equipment Owner is providing the Carrier as operator or operators of the Equipment for the purpose of loading, transporting and unloading freight.
II. The Original Agreement is on file at the Carrier’s General Office. A copy of this Lease Agreement and receipt for the Equipment must be carried on the Equipment as required by CFR 376. Carrier verifies that the Equipment is being operated by the Carrier, pursuant to the terms of the Agreement.
III. Equipment Owner information:
Year Make VIN Unit# DIMENSIONS x x DOOR OPENING DIMENSIONS x PAYLOAD
Year Make VIN Unit# DIMENSIONS x x DOOR OPENING DIMENSIONS x PAYLOAD
VI. Duration of Lease Agreement and Termination
The Lease Agreement shall begin on the date below and shall remain in effect until terminated by either party, giving notice to that effect. Notice may be given personally, by mail or by fax at the address or fax number shown in the Lease Agreement.
MOTOR CARRIER/REGISTRANT EQUIPMENT OWNER
By: Azam Logistics LLC By:
THIS AGREEMENT made this February 24, 2024 between Azam Logistics LLC and . Company desires to engage Owner-Operator to perform transportation within the limits of Owner-Operator’s contract operating
authorities according to this Agreement’s terms and conditions, and Owner-Operator desires to perform such transportation. This AGREEMENT shall remain in full force and effect for not less than thirty (30) days thereafter, with automatic renewal for succeeding periods following each delivery of the freight and the provision of Proof of Delivery. The acceptance of a load shall be deemed a renewal of this Agreement by Owner-Operator.
NOW THEREFORE, intending to be legally bound, the parties agree as follows:
1. Owner-Operator has proceeded the Orientation. It is expressly agreed that Owner-Operator shall always be acting as the independent Owner-Operator in performing any services for
2. Company shall carry no worker's compensation insurance, or any health or accident insurance to cover Owner-Operator, or any of his Company shall not pay any contribution to social security, unemployment insurance, federal or State withholding taxes, nor provide any other contributions, which might be expected in an employer-employee relationship.
3. Owner-Operator warrants that all equipment and personnel used in providing the services contemplated herein shall meet all requirements of, and be in compliance with all laws and regulations of the United States Department of Transportation (“DOT”) and other federal, state or provincial agencies having jurisdiction over any of the services provided pursuant to this Owner-Operator further warrants that it will immediately provide Company with notice, in writing, of any change in its safety rating and provide Company copies of any FMCSA Notice of Changes or Notice of Claim related to any change in safety rating.
4. Owner-Operator warrants that, at its sole cost and expense, it shall furnish for use in Company's service sufficient vehicles suitable for the lawful carriage of cargo tendered by Company. Owner-Operator shall operate and maintain the motor and allied equipment necessary in good working condition and in compliance with all applicable laws and regulations. Owner- Operator, at its cost and expense, shall provide adequately trained drivers, and provide the proper performance of the trucking services herein provided. All equipment used by Owner-Operator in the performance of transportation functions hereunder shall at all times be under the exclusive control of Owner-Operator. Company reserves the right to terminate this Agreement in case of Owner-Operator’s failure to adhere to this provision.
5. Owner-Operator agrees to report and pay any necessary amounts for worker's compensation, taxes, unemployment insurance, social security, health insurance and other benefits for himself and his drivers, and indemnify, defend and hold Company
6. Owner-Operator shall transport all accepted loads on equipment owned by it or permanently leased to Owner-Operator and may not resell the loads to any other Owner- Operator, or utilized substituted rail or other services. Unless otherwise specifically agreed to in writing, this Agreement shall apply to services rendered by Owner-Operator to
7. The rate is calculated upon mileage not the weight of the shipment unless otherwise In situation when the shipper adds more weight to the load but it does not exceed the payload of the truck indicated in this agreement, no accessorial payment shall apply from Company to Owner-Operator.
8. An exclusive truck shall be provided for each shipment by Owner-Operator. Partial loads are prohibited under this In case Company becomes aware of any situation of this kind this Agreement is terminated immediately. That may result in no pay to that Owner-operator and such Owner-Operator will get reported to other motor Companies. The distance of the shipment is measured by the principle “from the zip-code to the zip-code” (not by the exact addresses). Empty miles are paid after 100 miles.
9. Owner-Operator shall provide his real current location to Company to determine the correct empty
10. If Owner-Operator arrives late at the pick-up or delivery facility without notifying Company Dispatch of the reasons, the automatic 15 % rate reduction will be If Owner-Operator wishes to complete pickup/delivery earlier than scheduled, he/she must confirm this with Company Dispatch. Otherwise, it may bring additional charges for Owner- Operator.
11. To be paid Owner-Operator have to return all documents needed to complete the load (BOL signed with the consignee and sent to Company Dispatch with all attachments if they are required). All completed loads with proper documentation received by Tuesday will be paid on Wednesday to the Owner-Operator.
2. DEDUCTIONS, LIABILITY LIMITATION POLICY
2.1 If Owner-Operator leaves the shipping facility with the damaged freight and never informs Company Dispatch about it, he/she is fully liable for any charges, claims or rate reductions that might be issued by the broker to Company. Company will not take any liability for the damaged freight transported by Owner-Operator.
2.2 Owner-Operator acknowledges and agrees that he/she will not drop any freight other than at the designated business facilities of consignee or at a location designated by Company. Owner- Operator further agrees that, in the event any loss of or damage to the cargo occurs as a result of its breach of this provision, then the Owner-Operator will indemnify and hold Company and the Customer harmless for any such loss or damage, including reasonable attorneys’
2.3 Owner-Operator shall notify Company immediately after having knowledge of overages, shortages, or damaged freight Owner-Operator handled for Company. Owner-Operator shall return overages. Disposition of damaged goods will be determined by Company. Owner- Operator agrees that for purposes of claims, Company shall be deemed to be the “Shipper” and Company may properly present claims on behalf of its “Shipper” customers unless Company's customer elects to present claims on its own behalf, in which instance Company’s customer shall be recognized as the “Shipper” for claim purposes in the event of loss, damage or delay in delivery, Owner-Operator shall be liable for damages arising from breach of the provisions of this section. The loss, damage or injury shall be measured as the lesser of the actual replacement cost or the cost of repair, subject to a maximum of $1.000.000,00 (One million $US) per shipment, less the reasonable salvage value of the damaged commodities. In addition, Owner-Operator shall indemnify Company for all indirect, special or consequential damages, or other special economic losses, including attorney fees that might be recovered against Company on any customer’s claim. Owner-Operator shall promptly pay Company all claim amounts due hereunder and further authorizes Company to deduct all such amounts from any amounts owed to Owner-Operator by Company. In addition, Owner- Operator shall be solely liable and responsible for any claim arising from any reckless, dishonest or illegal acts of Owner- Operator’s employee or agent and any claim arising from Owner-Operator furnishing contaminated Equipment. For any freight claim, Owner-Operator shall pay Company within thirty (30) days of Owner-Operator having been notified of the amount of the claim and furnished documentation substantiating the
Any claims will be handled in the following manner:
3.1 A claim for loss, damage, injury or delay to cargo will be filed in writing, as provided below, with Owner-Operator, within 180 days of the date Owner-Operator notifies that the shipment is lost, damaged or
3.2 Owner-Operator will, upon receipt in writing of a proper claim in the manner and form described herein above, acknowledge receipt of such claim in writing within 30 days after the date of its receipt by Owner-Operator, unless Owner-Operator will have paid or declined such claims in writing within 30 days thereof. Owner-Operator will indicate in its acknowledgment what, if any, additional documentary evidence or other pertinent information may be required by it to process the claim, based on Owner-Operator's preliminary examination of the claim as Owner-Operator agrees that in any case where it does not decline, pay or acknowledge receipt of claims within said 30 days that it has agreed to the validity of the claim and the amount stated therein and will thereafter pay said claim within 30 days.
3.3 Owner-Operator, when it has received written claim for loss or damage, injury, or delay to property transported, will pay, decline, or make a firm compromise settlement offer in writing within 60 days after receipt of the claim by Owner- If Owner-Operator and Company (or its customer) does not come to final settlement within 60 days, Company may cancel this Agreement and/or seek to recover damages, including attorney fees and all other expenses, through any legal, administrative or equitable remedy available. Owner- Operator shall not be responsible for loss damage, injury or delay resulting from acts of God, public enemy, revolution, civil disorder, or war.
3.4 Owner-Operator shall be liable for the “full actual loss” resulting from loss, damage, injury or “Full actual loss” means the invoice price of freight tendered to Owner-Operator for transportation as well as consequential damages if the Owner-Operator is put on notice of the possibility thereof. Company reserves the right to withhold payment of any money due for services rendered by Company where claim liability is disputed, until the Company and Owner-Operator come to a mutual understanding.
3.5 Owner-Operator's obligation under this Agreement shall include liability for payment of any and all costs and/or fees incurred by Company or its Affiliates in the adjustment or defense of any claim for cargo loss or damage and/or claim for personal injury, death or property loss or damage arising out of transportation operations and services under this
3.6 Owner-Operator agrees that its obligation to defend, indemnify, and hold harmless Company and its Affiliates from and against any and all claims and liabilities resulting from or arising out of transportation operations and services under this Agreement shall survive any termination of this Agreement. Owner-Operator's obligation to defend, indemnify and hold Company and its Affiliates harmless under Chapter 9 shall not in any manner be limited by any limitation on damages, including, limitations on the amount or type of damages, compensation or benefits payable by Owner-Operator and its agents under applicable worker's compensation acts, disability benefit acts or other employee benefits acts, and Owner- Operator hereby specifically waives any immunity it may have under such
4. RECOVERY POLICY:
4.1 Owner-Operator must notify Company Dispatch immediately if the truck is broken during the
4.2 Owner-Operator must provide evidence of the breakage to Company within 24 hours.
4.3 Once Owner-Operator’s broken truck is reloaded, his rate will be reduced to the needed margin to compensate the delivery of the freight by the new Owner-Operator.
5. UPDATES POLICY
5.1 Proper communication is required between Owner-Operator and It includes, but is not limited to updates of arrival on pickup/delivery site, update of the picked-up freight (number of pieces, total weight, BOL#, delivery address), update of the name who received the freight and signed the BOL, update of current location with the zip-code every hour when on the way to pick up facility, and up to every two hours when going to the delivery destination, or additionally on dispatcher’s request.
5.2 Owner-Operator must send high-quality pictures of the freight made at the pick-up (PU) as well as at the delivery to email@example.com The pictures must be emailed before calling Company's dispatch with the information about the loading process. 10$ penalty will be applied if Owner-Operator does not send pictures even at one of the stops. Owner-Operator must provide all the detailed information regarding the ongoing shipment, and answer all the questions of the Company
5.3 When Owner-Operator is being loaded with the damaged freight, he/she must notify Company Dispatch, provide it with the pictures of such freight, and wait till he/she receives the approval to start rolling. If the freight is damaged Owner-Operator must have the written notice of freight being damaged prior to loading by the representative of the facility with his full name and contact phone number on the Bill of Lading. The phrase "Not drivers’ fault" should be written by the shipper on the BOL,
6. TERMINATION POLICY
6.1 Termination for cause includes, but is not limited to:
6.2 Owner-Operator is initiating the direct communication with the broker, thereby competing with Company;
6.3 Owner-Operator is changing the bid on the already booked load, canceling the load, thereby harming the Company's professional reputation and its relations with the broker;
6.4 Owner-Operator is blackmailing on the rate, detention, layover or any additional compensation;
6.5 Owner-Operator is failing to maintain insurance as required by the Company’s standards;
6.6 Owner-Operator is disturbing dispatchers with personal issues and non-work-related matters;
6.7 Owner-Operator's poor performance and failure to provide the on-time location updates;
6.8 Owner-Operator's failure to provide the good quality POD on time, signed in the appropriate place;
6.9 Owner-Operator's unacceptable and rude behavior with dispatchers and representatives at the facility;
6.10 Owner-Operator slandering, scandalizing or disgracing Company, its policy, employees,
6.11 Owner-Operator is otherwise failing to adhere to the requirements of this Agreement or other Company
7. COMPENSATION POLICY:
7.1 Detention - waiting time to be loaded/unloaded: first 2 hours from the time indicated on rate confirmation – no compensated, more than 2 hours- please negotiate fee with the
7.2 Layover: please negotiate fee with the
7.3 Hand load/unload please negotiate fee with the dispatcher before doing any
7.4 Documents` printing – please negotiate fee with the dispatcher if needed. This should be done before going to the (Canada shipments, airport pickups).
7.5 TONU – cancel of shipment. If the TONU occurs more than 2 hours prior to pick – no payment shall apply. Otherwise, all TONUs come in $80 payment/shipment. No billings will be accepted for any load offered and accepted and then cancelled within twenty (20) minutes of acceptance.
8. NON-SOLICITATION AND CONFIDENTIALITY
Owner-Operator agrees not to circumvent Company`s customers or back solicit any business provided by Company for a minimum of one (1) year after termination of this agreement and Owner-Operator agrees to hold any information regarding Company's operations in confidence at all times. This includes rates, Company lists, customer lists, and any proprietary information Company may have developed.
Owner-Operator agrees to support and protect Company's efforts in performance of this Agreement by refraining from any direct contact or solicitation of Company's customers. During the term of this Agreement and for a period of two (2) years after the termination of this Agreement, Owner-Operator shall not, directly or indirectly solicit or do business of a transportation or warehousing nature with any of Company's customers who are or were serviced by Owner-Operator during the twenty-four month period prior to termination of this Agreement, unless otherwise agreed to in writing. Owner-Operator hereby acknowledges that the breach of this provision will cause the Company irreparable injury and damage, and consequently Company shall be entitled to, in addition to all other remedies available to it, injunctive and equitable relief to prevent a breach of this Agreement, or any part of it, and to secure the enforcement of this Agreement. This is in addition to any other compensatory and punitive damages, the right to temporary or permanent injunction and all other legal
Owner-Operator acknowledges and agrees that the restrictions contained in this Chapter are reasonable and necessary to protect the legitimate business interests of the Company and that the time periods, territorial scope and scope of activity restrictions in this Agreement are fair, appropriate and reasonable. Solicitations prohibited under this Agreement means participation in any conduct, whether direct or indirect, the purpose of which involves transportation of shipper traffic for which the Owner-Operator does, or did in the past, provide transportation services for that shipper traffic under arrangements first made or procured by Company. Solicitation includes conduct initiated or induced by Owner-Operator, or accepted from or through others in any way related to or affiliated with the Owner-Operator.
For purpose of this Chapter, Owner-Operator shall include all related or affiliated companies of Owner-Operator, and also includes all principals of Owner-Operator, including officers, directors, shareholders, employees, representatives or other agents acting directly or indirectly on behalf of Owner-Operator.
Owner-Operator agrees that Company's compensation for its services hereunder is confidential, and will not be disclosed. Owner-Operator further agrees that it will not reveal to anyone the terms of this agreement, the pricing of transportation service, or any other details of the business conducted between Owner-Operator and Company. Owner-Operator agrees that billing for all transportation services hereunder will be billed only to the Company. All billing generated directly to a customer, and not to the Company as identified in this Agreement, will subject the Owner-Operator to a monetary penalty. This monetary penalty, paid to the Company, will be ten percent (10%) of the Company’s charges. The penalty will be paid to the Company as soon as the billing error is discovered. There will be no time limit for this monetary penalty and penalties may be withheld from future settlements to the Owner-Operator.
This Agreement is the entire agreement between the parties, superseding all earlier agreements and all tariffs, rates, classifications and schedules published, filed or otherwise maintained by Owner-Operator. This Agreement cannot be altered or amended except in writing signed by all parties and cannot be assigned or transferred in whole or in part. The benefits of this Agreement shall not inure to nor be available to any third party.
If any provision of this Agreement is deemed unenforceable by any court of competent jurisdiction, such provision shall be severed and the Agreement’s remaining provisions shall continue in full force and effect. This Agreement in all respects shall be governed by, construed and enforced in accordance with the internal laws of the State of Illinois, without regard to its conflict of law rules.
Each of the parties hereto irrevocably and unconditionally submits itself to the exclusive jurisdiction and venue of the state and federal courts serving Frisco, Texas and any appellate court thereof, in any suit, action or proceeding arising out of or relating to this Agreement and further irrevocably and unconditionally waives any claim or defense that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each party further agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions in any manner provided by law.
Notices shall be sent by certified mail, return receipt requested, or by nationally recognized overnight courier with receipt required, to each party executing this Agreement at the address shown below, or to such other address as shall have been designated in a written notice pursuant to this section.
Nothing in this Agreement shall be interpreted or shall have the effect of guaranteeing to Owner-Operator any particular volume of business or the loads of any particular Owner- Operator.
This Agreement is only applicable to and enforceable by or against the Owner-Operator and the Company party (or parties) performing under this Agreement.
11. ACCEPTANCE AND ACKNOWLEDGEMENTS
I am authorized to execute the contract set out above dated between Azam Logistics LLC
andlegally blind to the terms and conditions set forth therein. This electronic signature serves as an original and any electronic version and other signatures are incorporated as if originals into the original document. This electronic signature shall have the same force and effect as an original source.
I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE AGREEMENT AND AGREE TO THE ENTIRETY OF THE TERMS & CONDITIONS CONTAINED THEREIN. THE AGREEMENT SHALL BE BINDING ON February 24, 2024. I UNDERSTAND AND ACKNOWLEDGE THAT IS THE "OWNER-OPERATOR" AS THAT TERM IS USED IN THE AGREEMENT
This Trucking Contract (this "Contract") is made effective as of February 24, 2024, by and between Azam Logistics LLC, of 16801 Addison Rd St, Addison, TX 75001, (CARRIER) and , of .(CONTRACTOR)
DESCRIPTION OF SERVICES. Beginning on February 24, 2024 will provide interstate and intrastate transportation services including the following services (collectively, the "Services"): Transportation of General Freight
RATES, CHARGES AND PAYMENT FOR SERVICES. The rates and charges for the truck transportation services contemplated by this Contract shall be as stated in Schedule "A" attached to this Contract. The rates and charges as stated in Schedule "A" shall remain in effect for the term of this Contract unless the Parties agree in writing to their modification. By mutual consent Schedule "A" may be modified, if the modification is in writing and signed by both parties.
CARRIER will pay compensation to CONTRACTOR for the Services in accordance with Schedule A or any modification thereof upon completion of the Services. This compensation shall be payable in a lump sum upon completion of each job under this Contract.
TERM/TERMINATION. This Agreement may be terminated by either party upon 30 days written notice to the other party.
ALL SHIPMENTS UNDER CONTRACT. Whether or not CONTRACTOR is authorized to or does operate as a common motor carrier, each and every shipment tendered by CARRIER to CONTRACTOR on or after the date of this Contract shall be deemed to be a tender to CARRIER as a motor contract carrier and shall be subject only to the terms of this Contract and the provisions of law applicable to motor contract carriers.
BILLS OF LADING. Each shipment hereunder shall be evidenced by and subject to the terms, conditions and provisions of a bill of lading, or other proof of delivery receipt. In the event of conflict between the terms, conditions and provisions of such bill of lading or receipts and this Contract, the provisions of this Contract shall govern.
FREIGHT LOSS OR DAMAGE. Any cargo claim shall be made by Azam Logistics LLC by submitting a written notice of the claim within 30 days of the delivery date of the shipment or if no delivery, the date of the occurrence resulting in the claim. CONTRACTOR shall be liable to CARRIER for cargo claims occurring while in the possession of or under the control of CONTRACTOR, relating to or arising out of CONTRACTOR's solely negligent performance of this Contract. The claim that is not timely filed shall be barred and CARRIER shall have no liability for the loss alleged.
CARRIER shall not be liable for any economic loss or consequential damages to CONTRACTOR beyond actual loss. CARRIER shall not deduct or offset any cargo claims from the freight charges owed to CONTRACTOR. The provisions of this section shall survive the cancellation, termination or expiration of this Contract.
RELATIONSHIP OF PARTIES. It is understood by the parties that CONTRACTOR is an independent contractor with respect to CARRIER, and not an employee of CARRIER. CARRIER will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of CONTRACTOR.
CONTRACTOR shall be responsible for the procuring and operating the vehicles and the employment, hiring, training, supervising and controlling its drivers and helpers.
CONTRACTOR shall be responsible for the safe and lawful operation of the vehicles used in the performance of the transportation contemplated by this Contract.
CONFIDENTIALITY. CONTRACTOR will not at any time or in any manner, either directly or indirectly, use for the personal benefit of CARRIER, or divulge, disclose, or communicate in any manner any information that is proprietary to CARRIER. CONTRACTOR will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Contract. Upon termination of this Contract, CONTRACTOR will return to CARRIER all records, notes, documentation and other items that were used, created, or controlled by CONTRACTOR during the term of this Contract.
INJURIES. CONTRACTOR acknowledges CONTRACTOR's obligation to obtain appropriate insurance coverage for the benefit of CONTRACTOR (and CONTRACTOR's employees, if any) for bodily damage, property damage, and for loss of or damage to cargo in at least the minimum amounts required for motor carriers by applicable Federal or State law or regulations. CONTRACTOR waives any rights to recovery from CARRIER for any injuries that CONTRACTOR (and/or CONTRACTOR's employees) may sustain while performing services under this Contract and that are a result of the negligence of CONTRACTOR or _CONTRACTOR's employees.
INDEMNIFICATION. CONTRACTOR agrees to indemnify and hold harmless CARRIER from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against CARRIER that result from the acts or omissions of CONTRACTOR, CONTRACTOR's employees, if any, and CONTRACTOR's agents.
DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
d. The failure to make available or deliver the Services in the time and manner provided for in this Contract.
REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have ten days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
ARBITRATION. Any controversies or disputes arising out of or relating to this Contract shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Contract or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Contract.
AMENDMENT. This Contract may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.
COUNTERPARTS. This Contract may be executed simultaneously in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. The parties agree that signatures on this Contract, as well as any other documents to be executed under this Contract, may be delivered by facsimile in lieu of an original signature, and the parties agree to treat facsimile signatures as original signatures and agree to be bound by this provision.
ENTIRE AGREEMENT. This Contract contains the entire Contract of the parties, and there are no other promises or conditions in any other Contract whether oral or written.
SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Texas.
SIGNATURES. This Agreement shall be signed on behalf of CONTRACTOR by , Manager, and on behalf of CARRIER by Sergei Li, Manager.
(Printed Name) Sergei Li (Printed Name)
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Document Name: Carrier Agreement 2
Agree & Sign