e-Agreement Table of Content

• Pay Terms and Conditions

• Forwarder & Trucker AGREEMENT

This AGREEMENT is entered into on the date specified via an online portal, MyCarrierPackets.com, evidenced by the Signed Agreement Affidavit between the trucker named on the Signed Agreement Affidavit (hereinafter referred to as "TRUCKER"), a for-hire motor carrier (i) registered with and operating under for-hire motor carrier authority Certificate or Permit No. MC specified via an online portal, MyCarrierPackets.com, evidenced by the Signed Agreement Affidavit and issued by the FMCSA or its predecessors, and/or (ii) registered with and operating under for-hire motor carrier registration or authority No. specified via an online portal, MyCarrierPackets.com, evidenced by the Signed Agreement Affidavit issued by a state agency and Platton Inc. (hereinafter referred to as "FORWARDER"), a property transportation freight forwarder registered with and operating under property transportation freight forwarder license FF No. 57615 and DOT No. 3746434 issued by the US Federal Motor Carrier Safety Administration (the "FMCSA") or its predecessor agencies within or outside the US Department of Transportation ("U.S.DOT"). FORWARDER and TRUCKER shall be referred to collectively as the "Parties" and individually as a "Party."

Pay Terms and Conditions

By selecting the corresponding payment option via the online trucker portal on MyCarrierPackets.com, TRUCKER agrees to the following:

1.     Standard Net 14 Day – No charge

Net 14 means that the TRUCKER will receive payment within 14 working days of submitting their invoice and proof of delivery. No fee is associated with this payment option, which will be made via standard ACH (Automated Clearing House).

2.     24-hour Quick Pay – 2,5% fee

24-hour Quick Pay stands for Quick Pay, which means that the TRUCKER can receive their payment within 24 working hours of submitting their invoice and proof of delivery. This service is subject to a fee of 2.5% of the total payment amount and is processed via standard ACH.

3.     Cash on delivery – 4,5% fee

Cash on delivery stands for Cash on Delivery (COD), which means that the TRUCKER will receive payment for their services at the time of delivery when submitting their invoice and proof of delivery. The payment will be made instantly via ACH or wire transfer, and the trucker will be charged a fee of 4.5% of the total payment amount for this service.

4.     Fuel advance – 5% fee

A fuel advance is a payment option where the TRUCKER can receive a portion of their payment upfront to cover the fuel costs for transportation. The advance fee of 5% of the total payment amount will be charged for this service, and the funds can be received instantly via ACH or wire transfer when submitting their invoice and proof of cargo pick-up. However, the advance is capped at 50% of the total payment amount, which means that the TRUCKER cannot receive more than half of their total payment amount upfront.

FORWARDER reserves the right to refuse any and all payment options other than Standard to any TRUCKER.

ACH Terms & Conditions

United States and Canadian Bank Only.

By executing this agreement, TRUCKER is authorizing FORWARDER and the financial institution provided during the online trucker portal, on www.MyCarrierPackets.com, to debit/credit TRUCKER's account automatically. This authority will remain in effect until TRUCKER provides written notice to cancel it. Any duplicate, overpayment, or erroneous payments will be immediately debited from the TRUCKER's account.

TRUCKER authorizes FORWARDER to contact TRUCKER's Bank for any reason related to payments/adjustments and/or verification purposes on the account listed above.

Recitals

Whereas, TRUCKER is a Motor Carrier of Property duly authorized by all applicable state, provincial, or federal authorities to provide compensated contract carriage of property for shippers and receivers of regulated and non-regulated property and provides transportation services and related services in the US and where applicable, Canada or Mexico.

Whereas, FORWARDER is a transportation freight forwarder duly authorized by the US Department of Transportation ("DOT") to arrange for the transportation of property by contract motor carriers on behalf of shippers and receivers.

Whereas, TRUCKER recognizes the special, distinct, varying, and continuing transportation needs of FORWARDER and its customer base of shippers and receivers, and in order to serve a portion of those transportation needs, TRUCKER desires to provide contract carriage and related services to FORWARDER pursuant to the terms of this AGREEMENT. 

Forwarder & Trucker AGREEMENT

     i.      Effective date and term

This AGREEMENT is to become effective on the date first written above, or to the extent applicable, upon the date which TRUCKER and FORWARDER commenced doing business together, whichever is earlier, and shall remain in effect for a period of one year from such date, and shall automatically renew from year to year thereafter, subject to the right of either party to terminate this AGREEMENT at any time upon thirty days advance written notice to the other party, except as otherwise provided herein.

    ii.      Scope of agreement

This AGREEMENT shall govern all shipments tendered to TRUCKER by FORWARDER (or upon FORWARDER's instructions) and accepted by TRUCKER, whether regulated or non-regulated property, in interstate, intrastate, or international transportation. The Parties expressly acknowledge and agree that the terms of this AGREEMENT and any addendums incorporated herein shall apply to all shipments tendered to TRUCKER and shall control over any conflicting terms contained in: (i) the TRUCKER's tariffs, circulars, rate sheets, or service guides; or (ii) any bill of lading, delivery order, shipping document, receipt or other transportation document issued by other than FORWARDER for any shipment tendered by FORWARDER.

   iii.      Status of parties

The relationship of TRUCKER to FORWARDER shall, at all times, be that of an independent contractor. Nothing herein shall be construed as establishing an agency, partnership, joint venture, hiring, or any form of employer-employee relationship between FORWARDER and TRUCKER. Neither party shall be responsible for any debts, obligations, or liabilities incurred by the other in performing its business activities except as expressly provided herein. TRUCKER assumes full responsibility for the payment of all: (i) wages, fees, local, state, federal, and provincial payroll taxes, (ii) contributions or taxes for unemployment insurance, workers' compensation insurance and/or claims, (iii) pensions, and other social security or related protection, and (iv) any and all other expenses with respect to the persons engaged by TRUCKER in the performance of transportation and related services in connection with this AGREEMENT ("Expenses"). TRUCKER shall indemnify, defend, and hold FORWARDER and its customer harmless against all claims related to or arising from such Expenses.

Notwithstanding the foregoing provisions, FORWARDER shall be the agent for the TRUCKER for the limited and express purpose of billing and collecting freight charges and fees from shippers and receivers, and TRUCKER hereby appoints FORWARDER as its agent for such express and limited purpose. TRUCKER further agrees that a Shipper's insertion of FORWARDER's name as the carrier on a bill of lading or delivery order shall be for the shipper's convenience only and shall not change FORWARDER's status as a property Freight Forwarder nor TRUCKER's status as a Motor Carrier. This AGREEMENT does not bind either party to mutually exclusive services with each other. Both the FORWARDER and TRUCKER understand and agree that FORWARDER will enter similar agreements with other truckers, and TRUCKER may enter similar agreements with other freight forwarders and/or shippers.

   iv.      Freight rates

For all shipments tendered by FORWARDER and accepted by TRUCKER under this AGREEMENT, the rates, charges, and fees for the transportation and services shall be set forth in a Rate Confirmation sheet or similar document ("Confirmation Sheet") in a form provided by FORWARDER. Each Confirmation Sheet shall be issued by FORWARDER, shall be deemed accepted by TRUCKER upon the written (includes electronic means of transmission via e-mail or fax) response by the TRUCKER, and shall be incorporated into this AGREEMENT provided. TRUCKER agrees and acknowledges that TRUCKER's dispatchers and other personnel are authorized to enter into Confirmation Sheets with FORWARDER. The rates and charges included in the Confirmation Sheet shall be TRUCKER's sole and exclusive compensation for rendering the services. TRUCKER agrees that any other rates, tariffs, circulars, pricing authorities, or other similar documents published or offered by TRUCKER shall not apply to the performance of services under this AGREEMENT. Such written Confirmation Sheet shall include the charges for the shipment and shall also contain, as applicable, the conditions and any additional or accessorial services required to be performed. The Confirmation Sheet shall be sent by FORWARDER to TRUCKER prior to loading a load. TRUCKER represents and warrants that there are no other applicable rates or charges applicable to the Services herein, including those contained in any tariff, terms and conditions, delivery order, or bill of lading of TRUCKER, except those established in this AGREEMENT or any Confirmation Sheet provided by FORWARDER. TRUCKER shall advise FORWARDER at or before incurring Detention, Accessorial (including Lumpers), and/or additional charges ("Charges"), otherwise, the TRUCKER forfeits its right to collect such Charges. Such Charges may be established verbally in order to meet specific shipping schedules but must be confirmed in writing within 24 hours via fax or e-mail in order for the TRUCKER to receive compensation.

    v.      Payment

FORWARDER shall pay TRUCKER for the transportation of property under this AGREEMENT in accordance with the shipping rates as established in any Confirmation Sheet provided by FORWARDER with said payment to be made not later than fourteen working days from receipt by FORWARDER of TRUCKER's (1) Confirmation Sheet, (2) Uncontested invoice, and (3) Signed Platton's Delivery Order as a proof of delivery covering such transportation and services. TRUCKER agrees that it shall bill FORWARDER for all services in a timely, accurate, and complete manner. If, after shipment of property under this AGREEMENT, the party responsible for payment of freight charges and fees defaults on its obligation to pay FORWARDER for freight charges and fees which FORWARDER has already paid to TRUCKER, TRUCKER agrees that all its rights, title, and interest in such charges and fees shall be, and hereby are, transferred and assigned to FORWARDER for purposes of collection and recovery from the responsible party(s). TRUCKER shall look solely to FORWARDER for payment of freight bills and agrees to hold the customer harmless therefrom, and, as such, TRUCKER agrees to refrain from all collection efforts against any other party. TRUCKER shall furnish if capabilities exist, an Application Programming Interface ("API") on each shipment and receipt in the specified format, as well as similar data elements for automated payment of freight bills.

The parties shall process all overcharge, undercharge, and duplicate payments as provided in 49 CFR §378 and 49 USC §13710, as amended from time to time. Should a shipper or consignee notify FORWARDER of a claim for loss or damage to property transported hereunder, TRUCKER agrees that FORWARDER shall have the right to set off an amount sufficient to cover such claim and to deduct and withhold such amount from any payments due to TRUCKER.

   vi.      Services

Subject to specific shipment instructions, TRUCKER shall provide motor transportation services for the property of FORWARDER and its customers, operating as a motor carrier under its own authority. TRUCKER shall transport freight with reasonable dispatch in accordance with the terms of the Confirmation Sheet provided by FORWARDER in a safe, competent, and efficient manner. TRUCKER will promptly notify FORWARDER of any delay. TRUCKER will protect and preserve all cargo in accordance with prudent industry standards. TRUCKER will be responsible for any charges imposed by a customer or receiver that were caused by actions of the TRUCKER, including charges for unreasonable delay.

   vii.      Bills of Lading/Delivery order

TRUCKER shall use a delivery order issued by the FORWARDER and, if applicable, also sign a bill of lading produced by the shipper in compliance with 49 CFR §373.101 (and any amendments thereto), showing the kind, condition, and numerical quantity of the property received and delivered by TRUCKER at the loading and unloading points. SHIPPER's insertion of FORWARDER's name on its bill of lading shall be for SHIPPER's convenience only and shall not change FORWARDER's status as a property forwarder. TRUCKER shall assume full and complete responsibility and liability for all loss and/or damage to, or delay of, any shipment of property while in the possession or control of TRUCKER, provided, however, that if the terms and conditions specified in this AGREEMENT are different from the terms and conditions contained in the SHIPPER's Bill of Lading, the terms and conditions of this AGREEMENT shall prevail. Failure to sign a bill of lading or delivery order acknowledging receipt of the cargo by TRUCKER shall not affect the liability of TRUCKER.

  viii.      Equipment & Labor

TRUCKER, at its sole cost and expense, shall furnish all equipment required for transportation and services hereunder and shall maintain all equipment in clean condition, good repair and working order, and meet all minimum government vehicle standards. TRUCKER shall employ only competent and properly licensed personnel, who shall be well-trained in the care and safety procedures applicable to shipments being handled and transported. TRUCKER has exclusive management, control, and direction of its drivers and acknowledges that FORWARDER has no control or input on such decisions. All trailers and any equipment furnished by TRUCKER shall meet the specifications described and identified in the applicable Confirmation Sheet provided by FORWARDER and shall be clean, dry, and free of any defects or contaminating odor and must be suitable in all respects for the transportation of the property of FORWARDER's customer tendered to TRUCKER. The trailers shall not have been used to transport garbage, hazardous waste, solid waste, or toxic materials.

   ix.      Compliance with law

TRUCKER shall comply with all applicable DOT laws and FMCSA regulations as well as any other federal, state, and provincial laws, regulations, and ordinances applicable to the operations of a Motor Carrier. TRUCKER represents and warrants that, by accepting tender, the time between the time of tender and the due date designated by FORWARDER or shipper is reasonable and can be performed by TRUCKER and its drivers without violating any speed, safety, hours of service, or other related regulations. TRUCKER will promptly notify FORWARDER in the event that (i) any designated delivery due date cannot be legally met because of such federal regulations, or (ii) any accident, theft, or other occurrence impairs the safety of or delays the delivery of the goods. TRUCKER further represents and warrants that it shall ensure all equipment used to provide services under this AGREEMENT is compliant with each individual state law, including, but not limited to, all regulations and requirements under the California Air Resources Board's ("CARB"), Transport Refrigeration Unit ("TRU"), Airborne Toxic Control Measure ("ATCM"), Truck and Bus Regulation and Greenhouse Gas regulation ("GHG"). If applicable, TRUCKER agrees to implement and adhere to Customs Trade Partnership Against Terrorism ("C-TPAT") security criteria applicable to highway carriers published at www.cbp.gov. TRUCKER shall be liable for and agrees to indemnify, defend, and hold FORWARDER and its customers harmless for any penalties or other liabilities imposed upon FORWARDER and its customer(s) as a result of TRUCKER's use of equipment found to be non-compliant with any laws, statutes, regulations, or requirements, including but not limited to those set forth above. Upon FORWARDER's request, TRUCKER shall provide proof of TRUCKER's compliance with any such laws, statutes, regulations, or requirements.

    x.      Safety & Compliance status

TRUCKER shall maintain appropriate governmental authority during the term of this AGREEMENT. If, at any time, TRUCKER's safety rating issued by any applicable authority is amended or changed to, or, in the case of an initial rating, is first assigned as "Conditional" or "Unsatisfactory," TRUCKER shall immediately provide FORWARDER with written notification of that fact. TRUCKER shall also provide immediate written notice if it receives an out-of-service order issued by the DOT or any other governmental agency. In the event of a "Conditional" rating or an out-of-service order, such notice shall set forth any and all actions which TRUCKER has taken to ensure the safety of TRUCKER's operations and to correct the negative change in TRUCKER's safety rating. Upon such notice or if FORWARDER independently determines that TRUCKER does not meet FORWARDER's qualifications as a TRUCKER, FORWARDER may elect to take any action necessary at FORWARDER's sole discretion, including, but not limited to, (1) cease using the services of TRUCKER, or (2) immediately terminate this AGREEMENT. TRUCKER agrees to immediately notify FORWARDER in the event that TRUCKER is sold or there is a change in control or ownership.

   xi.      Sanitary food transportation requirements

Where applicable, TRUCKER shall comply with all laws and regulations governing the safe and secure transportation of food that will ultimately be consumed by humans or animals. TRUCKER acknowledges and agrees that the temperature of the goods is a material condition of this AGREEMENT during the transportation of Food Shipments. Where applicable, TRUCKER shall comply with all laws and regulations governing the safe and secure transportation of food that will ultimately be consumed by humans or animals, including, but not limited to, the Food Safety Modernization Act (21 USC § 2201, et seq.), the Food, Drug and Cosmetic Act (21 USC § 341, et seq.) ("FD&C Act"), the Sanitary Food Transportation Act (49 USC 5701 et seq.), and the US Food and Drug Administration's Final Rule on the Sanitary Transportation of Human and Animal Food (21 CFR § 1.900 et seq.), collectively (the "Food Safety Laws"). TRUCKER agrees that food that has been transported or offered for transport, pursuant to this AGREEMENT, under conditions that are not in compliance with the customer's instructions as provided to TRUCKER by the customer, through FORWARDER or otherwise, will be considered "adulterated" within the meaning of the FD&C Act (21 USC §§ 342(a)(i)(4), 342(i)). TRUCKER understands that adulterated shipments may be refused by the customer, consignee, or receiver upon their tender for delivery at the destination.

   xii.      Subcontract prohibition

TRUCKER shall not re-broker, co-broker, subcontract, assign, interline, warehouse, or transfer the transportation of shipments hereunder to any other persons or entity conducting business under a different operating authority without the prior written consent of FORWARDER. It is expressly understood that TRUCKER's violation of this prohibition shall be deemed a material breach of this contract and shall nullify and vitiate any TRUCKER limitation of liabilities or damages herein or otherwise. If TRUCKER breaches this provision, FORWARDER shall have the right of paying the monies it owes TRUCKER directly to the delivering trucker in lieu of payment to TRUCKER. TRUCKER shall also be liable to FORWARDER or any third party, including the shipper, customer, consignee, or any third-party payor, for any and all liabilities for losses, damages, or delays resulting in any way from the actions of the actual trucker utilized. Upon FORWARDER's payment to the delivering trucker, TRUCKER shall not be released from any liability to FORWARDER under this AGREEMENT. TRUCKER further agrees that its indemnifications of obligations in this AGREEMENT shall also apply for breach of this provision. In addition to the indemnity obligation herein, TRUCKER will be liable for consequential damages for violation of this provision.

  xiii.      Insurance

During the term of this AGREEMENT, TRUCKER shall procure and maintain, at its sole cost and expense, the following minimum insurance coverages with properly licensed and reputable insurance companies.

a) Commercial Automobile Liability Insurance covering all vehicles utilized by the TRUCKER with the minimum combined single limit for bodily injury, death, and property damage of $1 million per occurrence (or additional coverage as necessary pursuant to the Confirmation Sheet provided by FORWARDER or 49 CFR Part 387) covering all vehicles used by TRUCKER in performing the services set forth in this AGREEMENT.

b) Motor Truck Cargo Legal Liability Insurance in an amount equal to the full value of the property to be transported by TRUCKER under this AGREEMENT, but in no event less than $100,000 per occurrence. Such cargo liability policy must include coverage for unattended vehicles and shall have no other exclusions or restrictions of any type that would foreseeably preclude coverage related to any cargo loss, damage, or delay claim. In no event shall a rejection of any claim by the TRUCKER's insurance alleviate the TRUCKER's responsibility for full liability of loss. If TRUCKER is transporting temperature-controlled loads, this insurance must contain an endorsement extending coverage to cargo loss or damage occurring due to malfunction of the temperature control equipment.

c) Statutory Workers' Compensation Insurance as required by applicable state law. If TRUCKER is self-insured, a certificate of the state of domicile must be furnished by such state agency directly to FORWARDER.

d) Any other insurance or surety bonding as agreed upon by TRUCKER and FORWARDER from time to time to meet special insurance requirements of FORWARDER's customers or as may be required under the laws, ordinances, and regulations of any governmental authority. At all times during the terms of this AGREEMENT, TRUCKER shall comply with the financial responsibility requirements of federal, state, and provincial departments and agencies through which it is regulated and authorized to operate.

e) Prior to performing services under this AGREEMENT, TRUCKER agrees to cause, authorize, instruct, and ensure their insurance company or agent to provide certificate(s) of insurance to Assure Assist Inc. listing Assure Assist, 543 Country Club Dr. Unit B338, Simi Valley, CA 93065 as the certificate holder. Certificates of Insurance are to be sent by the insurance company or insurance agent to COI@assureassist.com or to fax number (818) 401-0585 or by any means instructed by Assure Assist thirty (30) days prior to such cancellation or modification. Regardless of such requirement, TRUCKER shall also send notification to FORWARDER thirty (30) days prior to the cancellation or modification of any insurance coverage. Upon request, TRUCKER shall provide FORWARDER with copies of all applicable insurance policies. TRUCKER's cargo and liability insurance shall comply with DOT requirements in all respects. FORWARDER reserves the right to determine its acceptable qualifications for the insurance company utilized by the TRUCKER and may accept or reject the insurance company provided by the TRUCKER at its sole discretion. The policy limits of an insurance policy shall not act to decrease the amount for which the TRUCKER is ultimately liable in any claim or action.

  xiv.      Indemnification

FORWARDER and its shipper and receiver customers are harmless from any and all liability and/or claims arising from TRUCKER's breach of this AGREEMENT, for loss or damage to any property in the possession and/or control of TRUCKER arising from the transportation and services provided by TRUCKER under this AGREEMENT, and for any and all liability and/or claims for personal injury or death or property damage arising out of the acts or omissions of TRUCKER or its employees, agents, or contractors in providing transportation and services hereunder. TRUCKER's obligation shall include liability for payment of any and all costs and/or fees incurred by FORWARDER in the adjustment or defense of any claim for cargo loss or damage and/or claim for personal injury or death or property damage arising out of transportation operations and services under this AGREEMENT. TRUCKER agrees that its obligation to defend, indemnify, and hold harmless the FORWARDER and its shipper and receiver customers 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.

   xv.      Liability for cargo claims

TRUCKER shall maintain the sole and exclusive care, custody, and control of all shipments from the time the shipment is delivered to TRUCKER for transportation until delivery to the consignee, accompanied by the appropriate delivery receipt as specified in this AGREEMENT. TRUCKER assumes the liability of a common carrier (i.e., Carmack Amendment liability under 49 USC §14706) for any loss, delay, damage to, or destruction of any and all shipments while under TRUCKER's care, custody, and control. TRUCKER will process cargo claims in accordance with 49 CFR Part 370. TRUCKER's liability under this AGREEMENT for any cargo claims shall be the full value of the property, meaning its replacement cost as established by trade sell or other invoice documentation, plus any mitigation costs that may be incurred by FORWARDER or its customer.

  xvi.      Salvage claims

TRUCKER shall waive any and all rights of salvage or resale of any of a customer's damaged goods and shall, at FORWARDER's reasonable request and direction, promptly return or dispose of, at TRUCKER's cost, any and all of a customer's damaged and overage goods shipped by TRUCKER. TRUCKER shall not under any circumstance, without FORWARDER's prior written consent, allow a customer's goods to be sold or made available for sale or otherwise disposed of in any salvage markets, employee stores, or any other secondary outlets. In the event that the customer or FORWARDER salvages goods, TRUCKER shall receive a credit for the actual salvage value of such goods.

 xvii.      No liens

TRUCKER shall have no right to assert any lien on or against any property transported under this AGREEMENT.

 xviii.      Non-solicitation covenants

TRUCKER and FORWARDER agree that FORWARDER, at great expense and effort, has developed a broad customer base of shippers, receivers, and vendors that is essential to the successful operations of the FORWARDER. TRUCKER and FORWARDER agree that disclosure of the identity of one or more of FORWARDER's said customers to TRUCKER constitutes valuable consideration. During the term of this AGREEMENT and for a period of one (1) year from its termination, TRUCKER shall not, directly or indirectly, solicit or do business of a transportation or warehousing nature with any of FORWARDER's customers who are serviced by TRUCKER as a result of this AGREEMENT unless otherwise agreed to by FORWARDER in writing. Solicitation prohibited under this AGREEMENT means participation in any conduct, whether direct or indirect, the purpose of which involves transportation and/or handling of property by TRUCKER for which TRUCKER does, or did in the past, provide such services for that customer under arrangements first made or procured by FORWARDER. Solicitation includes conduct initiated or induced by TRUCKER or accepted by TRUCKER upon inducement by FORWARDER's customer. If TRUCKER should perform services of a transportation or warehousing nature for compensation for any FORWARDER customer without prior documented authorization from FORWARDER during the applicable time period in violation of this AGREEMENT, TRUCKER shall pay to FORWARDER within ten (10) days of each such violation an amount equal to twenty-five percent (25%) of all revenues invoiced by TRUCKER to the solicited customer, together with any and all costs of collection, including reasonable attorney fees, incurred by FORWARDER in enforcing this provision. FORWARDER shall identify its customers to TRUCKER as each first load from each customer is tendered to TRUCKER. TRUCKER's acceptance of the load will acknowledge that this new customer is a FORWARDER customer.

  xix.      Confidentiality

TRUCKER shall limit disclosure of information regarding this AGREEMENT, including TRUCKER's rates and charges, only to TRUCKER's agents, employees, and subcontractors directly involved in its execution and performance and those parties internally who have a need to know of this AGREEMENT. Throughout the term of this AGREEMENT and for three (3) years thereafter, TRUCKER specifically agrees to keep confidential all of FORWARDER's and its customers' technical and business information which TRUCKER has received or may receive as a result of this AGREEMENT, and the Rate Confirmation or Delivery Order Sheets, and the performance thereof, and not to reveal or to divulge such information to third parties or to use or publish such information in any manner whatsoever, without obtaining FORWARDER's prior written consent; provided, however, that TRUCKER shall not be bound to keep confidential any such information (i) which was known to TRUCKER prior to the date of the applicable Rate Confirmation or Delivery Order Sheets from sources other than FORWARDER or its customers (ii) which is, or becomes, available to the public without fault on TRUCKER's part, or (iii) which is disclosed to TRUCKER by a party not related, directly or indirectly, to FORWARDER or its customers, and such party has a rightful claim to such information. TRUCKER shall only use FORWARDER's and its customer's technical and business information to provide the transportation and related services required under this AGREEMENT and the Rate Confirmation and Delivery Order Sheets.

   xx.      Resolution of disputes

The parties desire that the provisions of this AGREEMENT will have precedence over any federal or state provisions governing or dealing with the specific provisions of this AGREEMENT. The parties agree that pursuant to 49 USC § 14101(b)(1), they expressly waive only those rights and remedies under the Interstate Commerce Commission Termination Act and Interstate Commerce Act as amended and regulations promulgated thereunder, including Part B of Subtitle IV Interstate Transportation, 49 USC § 13101, et seq., (the "Acts") that conflict with the provisions of this agreement. No Party shall challenge any provision of this AGREEMENT on the ground that any such provision or provisions violate the waived rights and remedies under the Acts. To the extent not governed by applicable federal law, the laws of the State of WASHINGTON will govern the validity, construction, and performance of this agreement. All controversies, claims, suits, actions, or proceedings arising hereunder shall be adjudicated in the state and federal courts located in King County, Washington, and the parties expressly waive any objection thereto on the basis of personal jurisdiction or venue.

  xxi.      Entire contract

The provisions contained in this AGREEMENT properly express and memorialize the complete understanding and agreement between the parties, including those contained in all prior agreements, both verbal or written, and there are no other agreements or understandings between the parties, express or implied, except as set forth herein.

 xxii.      Logo/Trademark

TRUCKER shall not use the name, logo, trademarks, or trade names of FORWARDER in publicity releases, promotional material, customer lists, advertising, marketing, or business generating efforts, whether written or oral, without obtaining FORWARDER's prior written consent, which consent shall be given at FORWARDER's sole discretion.

 xxiii.      Captions

The descriptive heading of the sections and subsections of this AGREEMENT are for convenience only and do not constitute a part of this AGREEMENT, nor do they affect this AGREEMENT's construction or interpretation.

 xxiv.      Amendments

This AGREEMENT may not be modified or amended except by a subsequent written amendment signed by both parties. The AGREEMENT may not be modified by "course of performance," "course of dealing," "usage of trade," or in any other manner than as described.

 xxv.      Waivers

No provision of this AGREEMENT or any Confirmation Sheet provided by FORWARDER shall be waived by any party unless such waiver is in writing and executed by an authorized representative of the party against whom such waiver is sought to be enforced. A waiver by either party of any failure to comply with any provision of this AGREEMENT 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.

 xxvi.      Assignability

TRUCKER is expressly prohibited from assigning any of their rights or delegating any of their obligations under this AGREEMENT to any third parties (such as sub-haulers, sub-brokers, and any other form of substituted person or entity) unless the express written consent to such assignment or delegation is first obtained from the other party. Any assignment of this AGREEMENT or any Rate Confirmation or Delivery Order Sheets, in whole or in part, by TRUCKER without the prior written consent of FORWARDER shall be void and of no effect. FORWARDER, in its sole discretion, may assign this agreement to a parent, subsidiary, or affiliate. Affiliate is defined as a party controlling, controlled by, or under common control with FORWARDER.

xxvii.      Electronic and fax communications

During the term of this AGREEMENT, the parties anticipate that they will exchange materials and information in electronic form (collectively "Electronic Materials") either through the other party's websites, e-mail, fax, or other electronic means (collectively "Electronic Connections"). FORWARDER and its affiliates take reasonable steps to protect Electronic Materials resident on its networks, stored in its electronic media, or available on its websites, and take reasonable steps to prevent harm arising from Electronic Connections. Due to the nature of Electronic Connections and the Internet, FORWARDER and its affiliates do not provide, and expressly disclaim, any warranty (i) that Electronic Materials received by the TRUCKER will be free of computer viruses or (ii) that Electronic Connections with the TRUCKER will be free from harmful effects. It is the TRUCKER's responsibility (i) to take reasonable steps to protect Electronic Materials resident on its networks, stored in its electronic media, or available on its websites, (ii) to take reasonable steps to prevent harm arising from Electronic Connections, and (iii) to perform any anti-virus scanning, data backup, security, and other precautions reasonably necessary to safeguard against computer viruses, worms, and other intrusive or damaging code (collectively "Computer Viruses") and other threats posed by Electronic Materials and Electronic Connections. Under no circumstances will FORWARDER or its affiliates be responsible for, and TRUCER hereby waives and releases FORWARDER and its affiliates from, any liability for any loss or damage caused by Computer Viruses, the TRUCKER's receipt of Electronic Materials from FORWARDER or its affiliates or Electronic Connections between FORWARDER and its affiliates and the TRUCKER.

xxviii.      Binding effect

This AGREEMENT shall be binding upon TRUCKER and TRUCKER's successors and assigns and shall inure to the benefit of the parties and their representatives, successors, and authorized assigns.

 xxix.      Severability

If any provision of this AGREEMENT is determined by a court of competent jurisdiction to be contrary to the laws or regulations of any applicable jurisdiction, then such invalid provision shall be severed from this AGREEMENT; however, such determination shall not affect the validity of any other provisions of this AGREEMENT.

 xxx.      Authority of representatives to bind parties

It is agreed and warranted by the parties that the persons signing this AGREEMENT, respectively for TRUCKER and FORWARDER, are authorized to do so. No further proof of authorization is or shall be required.

 xxxi.      Counterparts

This AGREEMENT may be executed in any number of identical counterparts, and each such executed counterpart shall be deemed a duplicate original hereof.

xxxii.      Interpretation

The language used in all parts of this AGREEMENT shall be construed, in all cases, according to its fair and plain meaning. The parties acknowledge that each party and its counsel have had an opportunity to review this AGREEMENT and that any rule of construction to the effect that ambiguities are to be resolved against the drafter of the agreement shall not be employed in the interpretation of this AGREEMENT.

xxxiii.      Notices

Any notices required or permitted to be given under this AGREEMENT shall be in writing and shall be addressed to the other party at the contact information listed below, as updated from time to time.

TRUCKER:

ADDRESS specified via an online portal, MyCarrierPackets.com, evidenced by the Signed Agreement Affidavit. 

FORWARDER: 701 5th Ave STE 4200,

                      Seattle, WA 98104

In witness whereof the parties have executed this AGREEMENT on the date written at the top of this AGREEMENT.

IN WITNESS WHEREOF, FORWARDER and TRUCKER are bound by this agreement. TRUCKER agrees to be bound by the electronic signature of their authorized representative contained in the Signed Agreement Affidavit, and by doing so, represent and warrant that they accept terms contained in this entire agreement and have been or are specifically authorized to execute the agreement on behalf the organization they represent.