This Master Transportation Contract (hereinafter “Agreement”), effective as of Effective Date is made by and between Truckload Connections, LLC (hereinafter referred to collectively as “Broker”), one or more licensed transportation brokers that control their customer’s freight License No. MC-626414-B and Carrier, a licensed motor carrier authorized by Carrier's Permit # that provides transportation and related services under contract (hereinafter “Carrier”), and their respective customers (hereinafter collectively referred to as “Customer”).
The parties do hereby enter into this contract pursuant to 49 U.S.C. 14101 (b) for the purposes of providing and receiving specified services subject to specified rates and conditions, and under which the parties intend to waive certain rights and remedies permitted to be waived under the Interstate Commerce Act and all amendments thereto, including the ICC Termination Act, and Title 49 of the United States Code and all corresponding regulations, to the extent that any provision therein is inconsistent with any of the provisions of this Contract. In consideration of the mutual promises and covenants set forth herein, the parties agree as follows:
GENERAL BUSINESS COVENANTS
1. Term: The term of this Agreement shall commence on the Effective Date and shall continue thereafter from year to year until terminated by either party, with or without cause, on thirty (30) days prior written notice at any time and shall renew for successive one year periods without the proper notice by either party hereto.
2. Independent Contractor: Carrier understands and agrees that Carrier is an independent contractor of Broker and that Carrier has exclusive control and direction of the work Carrier performs pursuant to this Agreement and each Tender Document. Carrier represents that it is registered with FMCSA as a motor carrier in interstate, intrastate, and/or foreign commerce and is in all respect qualified to transport freight as required by Broker. Carrier agrees to assume full responsibility for the payment of all local, state, federal and provincial payroll taxes, and contributions or taxes for unemployment insurance, workers’ compensation insurance, pensions, and other social security or related protection with respect to the persons engaged by Carrier for Carrier’s performance of the transportation and related services for Broker or the Customer, and Carrier agrees to indemnify, defend and hold Broker and Customer(s) harmless therefrom. Carrier agrees to perform the services under this Agreement in accordance with the highest standards of the industry, operating under its own authority, using its own employees and using its own tractor unit. Carrier shall be wholly responsible for performing the contemplated transportation and for all costs and expenses of such transportation, including, without limitation, costs and expenses of all Carrier’s transportation equipment, its maintenance, and those persons who operate it. In providing services, Carrier represents and warrants that the driver(s) utilized are competent and properly licensed, and are fully informed of their responsibilities for the protection and care of the involved commodities.
3. Compliance with Applicable Laws and Regulation: Carrier warrants that (1) it is legally qualified to perform the contemplated transportation, (2) it does not have a “conditional” or “unsatisfactory” FMSCA safety rating, (3) maintains all applicable statutory and regulatory required insurance, and (4) it shall immediately notify Broker in writing of any adverse change in its safety rating or any suspension or revocation of its operation authorities. Carrier agrees to comply with all applicable provisions of any international, federal, provincial, state and/or local law, rules and regulations. Without limiting the foregoing, Carrier shall, at Carrier’s expense, comply with all laws, rules and regulations (including, obtaining all permits and licenses) which are required for Carrier to provide Broker the transportation and related services under this Agreement. Carrier agrees not to accept a shipment from Broker if that shipment would require Carrier or any of its employees, agents or permitted subcontractors to exceed or violate any speed or safety law, rule or regulation.
4. Solicitation of Broker’s Customers: Carrier shall not during the term of this Agreement and for six (6) months following the termination of this Agreement, directly or indirectly, solicit the traffic of the freight between the origins and destinations that were first offered to Carrier by Broker (hereinafter “Brokered Traffic”). If Carrier transports Brokered Traffic other than for Broker during the term of this Agreement and for Twelve (12) months following the termination of this Agreement, then Broker shall be immediately entitled to a commission of fifty percent (50%) on the rates and charges received by Carrier on such Brokered Traffic.
5. Successors and Assigns: This agreement shall be binding upon the successors and permitted assigns of the parties hereto. Carrier shall not assign this Agreement, or any part thereof, without prior written consent of Broker.
6. Venue and Choice of Law: The terms and conditions of this Agreement and the Tender Documents, including but not limited to Bills of Lading, Rate Confirmation, Proof of Delivery and the like, shall be governed by, and enforced in accordance with, the laws of the State of Missouri without regard to its conflict of laws rules, and any suit or action enforcing the terms and conditions of this Agreement and all Tender Documents shall be brought and adjudicated in the court of general jurisdiction for St. Louis City, Missouri. By the execution and delivery of this Agreement, both parties hereto consent to the exclusive jurisdiction of those courts. Each party hereto irrevocably waives any objection, including any objection to the laying of venue or based upon the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Agreement or any documents or instruments relating hereto. Each party hereto waives personal service of any summons, complaint or other process. Such process may be made by certified mail or by any other means permitted by Missouri state law.
7. Modification: No waiver, alteration or modification of any of the provisions of this Agreement, or any Tender Documents, shall be binding upon either party unless in writing signed by the duly authorized representative of the party against whom such modification is sought to be enforced. Carrier agrees that Carrier’s rules tariff(s), circular(s) or other publication(s) are not incorporated into this Agreement or any Tender Document. Any printed provisions on the reverse side of Carrier’s forms shall be deemed deleted.
8. Savings Clause: If any provision of this Agreement or any Tender Document is held to be invalid, the remainder of the Agreement or the Tender Document shall remain in full force and effect with the offensive term or condition being stricken to the extent necessary to comply with any conflicting law. Carrier agrees that the termination, breach or invalidity of this Agreement or any Tender Document does not cause Carrier’s rules tariff(s), circular(s), or other publication(s) to govern the transportation and related services that Carrier provides to Broker or its Customers.
9. Waiver: No provision of this Agreement or any Tender Document shall be waived by any party hereto, unless such waiver is written and
signed by the authorized representative of the party against whom such waiver is sought to be enforced. Waiver by either party of any
breach or failure to comply with any provision of this Agreement or any Tender Document by the other party shall not be construed as, or
constitute, a continuing waiver of such provision, or a waiver of any other breach of or failure to comply with any other provision of this
Agreement or any Tender Document.
10. Notices: All notices required by or related to this Agreement shall be in writing and sent to the parties at the addresses set forth below
and shall be deemed given when personally delivered, by confirmed facsimile, or three (3) days after having been mailed by certified
mail, return receipt requested, to the following addresses:
BROKER
Truckload Connections, LLC
3270 Hampton Avenue
St. Louis, MO 63139
FAX: 314-647-6622
Either party may change the address to which future notices are to be addressed by giving written notice of such change to the other
party.
11. Non-Exclusive Dealing: This Agreement does not grant Carrier an exclusive right to perform the transportation and related services for
Broker or it’s Customer(s). Broker does not guarantee any specific amount of shipments, tonnage, or revenue to Carrier. Broker is not
restricted against tendering its freight to other carriers; Carrier is not restricted against performing transportation for other shippers.
12. Factoring: Carrier shall provide Broker written notice of any assignment, factoring, or other transfer of its right to receive payment 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 Broker. 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 Broker against and hold Broker harmless from any and all lawsuits, claims, actions, damages (including
reasonable attorney’s fees, obligation, liabilities and liens) arising or imposed in connection with the assignment or transfer of any
account or right arising thereunder. Carrier also releases and waives any right, claim or action against Broker for amount due and owing
under this Contract where Carrier has not complied with the notice requirements of this section.
13. Assignment of Rights to Payment by Carrier: Any factoring, assignment, pledge, hypothecation or granting of a security interest in
Carrier’s right to payment hereunder shall in no event modify, limit or terminate (i) Unlimited and Unilateral Rights of offset or recoupment
provided to Broker or Customer hereunder or by law; or (ii) claims of Broker or Customer for offset, recoupment, loss or damage to any
cargo other property, including personal injury, or any other claim which Broker or Customer may have against Carrier for any reason. All
of Broker’s and Customer’s claims and rights are specifically preserved and shall be superior to any such assignee’s, factor’s or creditor’s
rights or claims to payment, regardless of any notice to Broker or Customer to the contrary. Carrier shall notify any such factor, secured
creditor or assignee of Broker’s and Customer’s rights in this regard.
14. Miscellaneous: This Contract may be executed by facsimile and in one or more counterparts and each of counterparts shall, for all
purposes, be deemed to be an original, but all such counterparts shall together constitute by one and the same instrument. In the event
either party incurs attorney’s fees, costs or expenses in enforcing any of the provision of this Contract, or in exercising any right or
remedy arising out of any breach of this Contract by the other party or their agents, subcontractors or representatives, the prevailing party
shall be entitled to an award of attorney’s fees, costs and expenses against the defaulting party.