BROKER-SHIPPER AGREEMENT

THIS AGREEMENT is made and entered on _____________ ____, 20__, by and between
_____________________________________("Shipper") located at ___________________________
____________________ and ____________________________ ("Broker"), with its principal place of
business at ___________________________________________.

WITNESSETH

WHEREAS Broker is in the business of arranging the transportation of loads by motor carriers; and

WHEREAS Shipper desires to utilize the services of Broker to satisfy some of its transportation needs;

NOW THEREFORE, intending to be legally bound, Broker and Shipper agree as follows:

1. Services. Broker shall make reasonable efforts to place Shipper’s loads with responsible carriers for the
purposes of transporting the loads with reasonable dispatch according to Shipper’s specifications.

2. Payment and Charges. Shipper shall tender certain shipments, from time to time, to Broker. The charges
and rates for each shipment shall be provided in Appendix A, attached hereto and incorporated herein,
although from time to time rates may be agreed upon by email. Appendix A can be supplemented or revised
by written agreement signed by both parties, or, prior to transportation, by facsimile by Broker to Shipper
if not objected to by Shipper, in writing, within one business day from the date and time faxed. In the
event that Broker accepts and provides Services to Shipper before reaching an agreement with Shipper on
pricing, Shipper agrees to pay Broker the last pricing quoted by Broker to Shipper for that same or similar
load or, in the event that no pricing has been provided by Broker, Shipper agrees to pay for Broker’s
Services based on Broker’s standard pricing model. Shipper agrees to pay Broker, without deduction or
setoff, within fifteen (__) days of receiving the invoice, with interest for late payments accruing monthly at
a rate of one percent (__%). Shipper shall also be liable for any expenses, including attorney fees, Broker
incurs in collecting its rates and charges. All references to dollars, currency, and money shall mean US
Dollars ($US).

3. Broker’s Responsibilities.
a. Compliance. Broker represents and warrants that it is duly and legally qualified to operate as a property
Broker and to provide the transportation services contemplated herein. Broker agrees to comply with
applicable laws regarding the provision of such Brokerage services. The parties understand and agree that
Broker functions as an independent entity, and not as a carrier, in selling, negotiating, providing and
arranging for transportation for compensation.
b. Refused Goods. Broker shall notify Shipper of any refused freight at Shipper and/or third party locations
and request additional instructions regarding delivery or storage of the refused goods. Such notice by Broker
shall, as soon as reasonably practical.
c. Delay; Accidents. Broker shall notify Shipper if the Broker becomes aware of any accidents, spills, theft,
hijacking or other events which impair the safe and prompt delivery of Shipper’s goods.
 d. Delivery Receipt. Broker shall obtain an acknowledgement of delivery for all shipments by notation on the
bill of lading. At the request of Shipper, Broker agrees to provide copies of same to Shipper in sufficient
detail to substantiate billing for the services provided.
e. Carrier Insurance. Broker shall only broker Shipper loads to those Carriers that maintain policies of
insurance as follows:
- Cargo Liability: $__________;
- Automobile Liability: $___________;
- General Liability/Property Damage: $________;
- Worker’s compensation insurance with minimum limits as required by law;
- Any other insurance required by an appropriate authority.
f. Broker Insurance. Broker agrees to maintain at its own expense during the term of this Agreement the
following insurance coverage amounts:
- General Liability: $______;
- Cargo Insurance: $_______.

4. Lien. It is expressly agreed, as a condition of Broker's provision of freight services to Shipper, that Broker
shall have a lien on all of Shipper freight in Broker's possession for the total amount owed to Broker for all
freight charges, storage and charges for related services, including charges related to freight previously
delivered upon the promise of Shipper to pay such charges. No further notice of this lien shall be provided
to Shipper.

5. Cargo Loss, Damage, or Shortage. In the event of a cargo loss, damage or shortage claim, Shipper agrees
to notify Broker immediately by phone and to subsequently submit to Broker a written claim, fully
supported by all relevant documentation, including but not limited to the signed delivery receipt, listing the
nature and cause of the claim for cargo damage within twenty (__) days following the date of delivery. No
claims or allowances for shortages, damage or delay will be considered unless clearly noted on the delivery
receipt or bill of lading signed by the consignee at delivery. Broker agrees to submit, negotiate and settle
all cargo claims with the responsible carrier and to keep Shipper advised of the status of all such
claims. Upon request by Shipper, Broker shall assign its rights against the carrier to Shipper. Nothing
herein shall be construed to restrict any right or cause of action Shipper may have against any carrier
involved with the transportation of Shipper’s shipment.

6. Liability.
a. Broker’s Limited Liability. Broker shall not be liable, under any circumstances, to Shipper for the loss or
damage to Shipper’s goods. Liability, if any, for such losses and damages to Shipper shall be borne solely
by the carriers. Broker’s liability to Shipper, if any, for any breach of representation, warranty or covenant
under this Agreement shall be limited to the total compensation for services paid to Broker under this
Agreement in connection with such services.
b. Shipper Liability. Shipper shall be directly liable to Broker and its carriers for costs and accessorial charges
incurred by either as the result of an order being canceled by Shipper or as required to perform pick-up or
delivery of Shipper orders.
 c. No Special Damages. In no event will either party be liable to the other for any lost revenues, lost profits,
incidental, indirect, consequential, special or punitive damages.

7. No Exclusivity. It is understood and agreed between the parties hereto that Broker shall be free to accept
freight for transportation from shippers other than Shipper and that Shipper shall be free to tender freight
for transportation to Brokers other than Broker.

8. Shipping Documents. Unless otherwise agreed in writing, all shipments tendered shall be accepted on a
bill of lading acceptable to Shipper as the shipping document. The parties agree that bills of lading and
delivery receipts shall be used solely as receipts for shipment and to identify the kind and quantity of goods,
place of pickup and delivery, shipper and consignee and other information as required by Shipper. In the
event of a conflict between the bill of lading terms and this Agreement, this Agreement shall prevail. Upon
request of Shipper, Broker shall require all carriers to obtain a delivery receipt from the consignee, showing
the products delivered, condition of the shipment and the date and time of such delivery.

9. Term. The term of this Agreement shall be for one ( ) year(s) and shall automatically be renewed for
successive one ( ) year(s) periods; provided, however, that this Agreement may be terminated at any time
by giving fourteen ( ) days prior written notice to the other party.

10. Indemnification. Broker shall defend, indemnify and hold harmless Shipper from any loss or damage,
including loss, damage or injury to persons or property, that Shipper may incur as a direct result of Broker’s
negligent acts or omissions. However, it is understood and agreed that Broker assumes no liability for
bodily injury, property damage or public liability arising out of the involved transportation. Shipper shall
defend, indemnify and hold harmless Broker from any and all loss or damage, including loss, damage or
injury to persons or property, that Broker may incur as a direct result of Shipper’s negligent acts or
omissions.

11. Relationship of the Parties. Broker represents and warrants that it is an independent contractor under this
Agreement and that its agents and/or employees are under Broker's exclusive management and control, and
that Shipper neither exercises nor retains any control over Broker, its operations, agents or employees in
any manner whatsoever.

12. Assignment. No party may assign this Agreement without the prior written consent of the other
party. However, Broker may subcontract and co-broker any shipments made on behalf of Shipper under
this Agreement.

13. Force Majeure. Except with respect to payment obligations pursuant to this Agreement, neither party is
liable for nonperformance or defective or late performance of any of its obligations under this Agreement
to the extent and for such periods of time as such nonperformance, defective performance or late
performance is due to reasons outside such Party’s control, including acts of God, strikes, failure of utilities,
war (declared or undeclared), action of any governmental authority, riots, revolutions, fire, floods,
explosions, sabotage, nuclear incidents, lightning, weather, earthquakes, storms, sinkholes, or epidemics.
14. Entire Agreement. This Agreement constitutes the entire agreement of the parties with reference to the
subject matters herein, and may not be changed, waived, or modified except in writing signed by both
parties. This Agreement shall be construed in accordance with the laws of ____________, without regard
to its conflict of law principles that would result in application of any other law. All civil actions filed as a
result of disputes arising out of this Agreement shall be filed in the court of proper jurisdiction located in
____________________, _____. Each party must bring a civil action to recover damages or amounts
claimed under this Agreement within two (2) years from the date of shipment. Any matters not filed within
the above limitations period shall be barred.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year
first above written.

BROKER SHIPPER

By: By:

Name: Name:

Its: Its:

Date: Date:

Appendix A

Schedule of Shipment Charges and Rates