Freight Brokerage Agreement

THIS FREIGHT BROKERAGE AGREEMENT is made by and between IHR Logistics, LLC at 24900 Pitkin Rd. Suite 180 Spring, TX 77386 (Broker) and the company (Carrier) represented by the signee.

WHEREAS, Broker is a register property broker which holds authority issued by the U.S. Department of Transportation, Federal Motor Carrier Safety Administration (hereinafter “DOT”) at Docket No. MC-746201-B and desires to utilize the motor carrier service of Carrier to transport property; and

WHEREAS, Carrier is a motor contract carrier which holds authority issued by the DOT to transport property in interstate commerce and has agreed to provide Broker with motor carrier transportation services;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows;

1. The term of this agreement shall begin on the date of the execution of the Agreement and continue in force and effect unless terminated by either party upon thirty (30) days written notice to the other party provided, however, that the Agreement will terminate immediately upon termination or expiration of Carrier’s insurance and/or authority and may be terminated by either party upon one (1) day’s written notice if the other party breaches the Agreement.


2. Carrier represents and warrants that it is duly and legally qualified to provide, as a contract carrier, the transportation services contemplated herein. Carrier further represents and warrants that it does not have a conditional or unsatisfactory rating from the DOT. In the event that Carrier receives such a conditional or unsatisfactory safety rating during the term of this Agreement, Carrier shall immediately notify Broker, and Broker may immediately terminate this Agreement upon such notification.


3. Each incident of transportation services provided by Carrier for Broker under this Agreement shall be evidenced by a Uniform (Standard) Bill of Lading. Upon delivery of each shipment, Carrier shall obtain a written receipt in a form mutually acceptable to the parties, and signed by Carrier, the Shipper, and any Consignee, indicating the delivery of the freight from the point of loading to the point of unloading. To the extent that any term or condition of such receipt conflicts in any way with any term or condition of this Agreement, this Agreement shall take precedence and control resolution of any dispute.


4. Broker agrees to pay Carrier for the transportation services provided by Carrier according to the rates and charges set forth on a signed rate confirmation provided by Broker to Carrier, which must be signed by Carrier and returned to Broker prior to loading. Broker and Carrier agree that there will not be any changes in the rate or terms of the rate confirmation without the written agreement of both parties, or by a revised rate confirmation provided to Carrier by Broker.


5. Carrier shall render an invoice to Broker within fourteen (14) days of the completion of each transportation service provided under this agreement. Broker agrees to pay the Carrier within thirty (30) days of receipt of each invoice rendered by carrier. Carrier is required to include Broker load reference number on each invoice. It is the sole responsibility of Broker to invoice the shipper or consignee and to collect such charges from the shipper or consignee and Carrier shall not invoice the shipper or consignee.


6. In the performance of transportation services herein, Carrier shall be considered an independent contractor and not an agent or employee of broker. Carrier agrees to provide, at its own expense, transportation equipment inspected and operated in compliance with all DOT and other Federal, State and local codes, rules and regulations, and to use transportation equipment suitable for transporting the freight being moved. Carrier also agrees to assume all expenses and costs of providing the transportation services under this Agreement including, but not limited to, labor, fuel, supplies, repairs, maintenance, insurance, Workman’s Comp. loss or damage to the cargo and liabilities incident or arising from all accidents and claims. Carrier agrees to indemnify and hold Broker harmless from any and all liabilities arising from Carrier’s, its employees or independent contractors, acts or omissions in performing the transportation services under this Agreement. Carrier further agrees to provide Broker with satisfactory evidence of liability and cargo damage insurance to meet Broker’s minimum requirements for coverage and Carrier will cause such insurance to name Broker as an additional insured party and certificate holder on policy. Carrier agrees Broker has no liability for workers compensation in connection with transportation services provided by carrier.


7. If any shipment being transported pursuant to this Agreement is lost, damaged or destroyed, Carrier shall pay to Broker the full value of the goods lost, damaged or destroyed which shall be understood to mean the replacement cost, limited to $100,000 per trailer load. Carrier’s maximum cargo liability for any loss or damage to product shall be $100,000 per trailer load. Except to the extent modified by this Agreement, both parties acknowledge the application and controlling status of 49CFR Part 1005 and 49 USC Section 11707(e) regarding claims and actions for loss, damage or destruction of cargo transported pursuant to the terms of this Agreement.


8. Carrier understands and acknowledges that Broker’s business will be impacted adversely by late deliveries by Carrier, and Carrier agrees to provide “On time” deliveries for shipments transported under this Agreement. Broker agrees to provide Carrier with sufficient travel time between origin and destination for Carrier to meet specific delivery schedules of shippers. Broker agrees not to require a Carrier to meet a specific delivery schedule that would force Carrier to violate a Federal or State regulation concerning transit time. In calculating the appropriate transit time, both parties agree that the transit time shall begin upon completion of loading and the driver is free to proceed, and shall end when the drive reports to the final destination for the shipment. Carrier hereby warrants that all drivers dispatched to transport shipments under this Agreement shall have a sufficient number of driving hours available to complete the delivery within the specified transit time and remain in compliance with the “Specified delivery schedule” under Federal and State laws.


9. Carrier shall deliver all shipments and shall not withhold any goods of Broker’s customers on account of any disputes as to rates or any alleged failure of Broker to pay charges incurred under this Agreement.


10. Carrier may not assign this Agreement to any successor without the prior written approval of Broker. Further, Carrier may not in any manner sub-contract, broker, or in any other form arrange for the freight to be transported by a third party without the prior written consent of Broker. Carrier agrees to indemnify and hold harmless Broker against and from any and all claims, costs or expenses incurred by it as a result of Carrier's failure to comply with this requirement. This Agreement is applicable to Carrier’s assignees, agents, successors, receivers, and heirs.


11. In the event that the operation or any portion of this Agreement results in the violation of any law, or is unenforceable for any other reason, the parties agree that such portion shall be severable and the remaining provisions of this Agreement shall continue in full force and effect.


12. This Agreement shall be interpreted and governed under the laws of the State of Texas both as to interpretation and performance. Any legal action instituted by either party in connection with this agreement must be instituted in the Court of Common Pleas of Montgomery County, TX.


13. All notices required in this Agreement shall be sent to the addresses first written above, unless changed by any party with written notice to the other party.


14. Carrier agrees to maintain a minimum cargo insurance of $100,000 US dollars to compensate Broker, owner or consignee for any claim against property belonging to Broker, owner or consignee which property comes into the possession of Carrier in connection with its transportation service. The cargo insurance shall be in the form required by 49 C. F. R. Part 387, and shall have no exclusions or restrictions that would not be accepted by the DOT for a filing under the statutory requirements of the above-cited section, but shall, in all respects, be identical to the cargo insurance filed in accord with the said section. Carrier shall cause its insurance carrier to forward to Broker a standard Certificate of Insurance which Certificate shall require the insurance carrier to give written notice thirty days prior to the cancellation of such cargo insurance.


15. Carrier is required to report in every day, to advise Broker of the trucks progress while en-route. Our hours of operation are 8AM to 5PM CST Monday thru Friday, with on call services for after hours and weekends.


16. Carrier agrees that it will not, directly or indirectly, contact, communicate with or deal with any account referred to it by Broker for a period of one (2) years following the date of the initial referral or the date service is last performed for such account under the terms of this Agreement, whichever is later. Broker's accounts shall be defined as any shipper or consignee introduced to Carrier by Broker and for which Carrier cannot provide a valid bill of lading and invoice for transportation service for the shipper or consignee dated within six months prior to the Broker's introduction of the account to Carrier. The parties agree that the provisions of this paragraph are intended to prohibit Carrier from back soliciting any of the Broker's accounts.
    In the event that Carrier breaches this provision, Carrier shall be liable to Broker for a commission in the amount of fifteen (15%) percent of the gross revenue per load on any freight so transported by Carrier for any of Broker’s accounts, This commission is payable during the period in which the Agreement remains in force, and for a period of one (2) years after the termination of this Agreement by either party.


17. At no time shall Carrier provide equipment under this Agreement which has previously been used for the transportation or storage of garbage, refuse, rubbish, waste, trash or similar material. Carrier shall provide equipment to Broker that has been thoroughly cleaned of all material and residue from previous shipments.


18. Indemnification: CARRIER will indemnify and hold harmless BROKER, its employees, officers, directors, agents, principals and assigns from any liability, settlements, judgments, verdicts, attorney fees or expense or any nature whatsoever arising out of any claims, demands or suits against BROKER which in any way relate to a claim of BROKER’s liability or culpability for the actions of CARRIER, including negligent or improper hiring or retention of the CARRIER, its employees (statutory or otherwise) agents, principals, officers, directors, assigns or anyone acting by or for CARRIER, for any aspect of the transportation of freight, public liability, personal injury, bodily injury, emotional or mental distress, wrongful death, loss of consortium, cargo liability or any claim or cause of action recognized by any state, municipality, county or any jurisdiction, Administrative Agency, or the Government of the United States.


19. Entire Agreement- This Agreement, including all appendices and addenda, constitutes the entire agreement intended by and between The Parties and supersedes all prior agreements, representations, warranties, and understandings, whether oral or in writing.