This Carrier Broker Agreement (the "Agreement") is made and entered into as of __________________, 20___ (the "Effective Date"), by and between the following two Parties:

BROKER: ____________________________________________ ("Broker"), a company organized under the laws of the State of ______________, with its principal place of business at ________________________________________________, MC No. ____________, DOT No. ____________;

CARRIER: ____________________________________________ ("Carrier"), a company organized under the laws of the State of ______________, with its principal place of business at ________________________________________________, MC No. ____________, DOT No. ____________.

Broker and Carrier are each a "Party" and together the "Parties."

1.1  Broker is engaged in the business of arranging for the transportation of freight by motor carriers operating under their own authority.

1.2  Carrier is engaged in the business of transporting property as an authorized motor carrier under its own operating authority.

1.3  Broker may offer shipments to Carrier, and Carrier may accept such shipments, under the terms of this Agreement and the applicable load confirmation issued for each shipment.

2.1  Carrier shall transport all shipments with reasonable dispatch and in a careful, diligent and workmanlike manner.

2.2  Carrier shall comply with all applicable DOT, FMCSA and state regulations and shall maintain all required operating authorities.

2.3  Carrier shall not broker, co-broker or double-broker any load tendered by Broker under this Agreement.

3.1  Carrier shall maintain cargo liability insurance of not less than $100,000 per shipment and auto liability insurance of not less than $1,000,000 per occurrence, and shall provide certificates of insurance to Broker upon request.

3.2  Broker shall be listed as a certificate holder on all policies required under this Agreement.

4.1  Broker shall pay Carrier the rate confirmed in the applicable load confirmation within thirty (30) days of receipt of a complete invoice, signed bill of lading and proof of delivery.

4.2  Carrier shall invoice Broker only for services actually performed under this Agreement.

5.1  Carrier shall be liable for any loss, damage or delay to cargo while in its possession, up to the limits of its cargo insurance.

5.2  Claims must be filed in writing within nine (9) months of delivery.

6.1  Carrier is an independent contractor and is not an employee, agent or partner of Broker.

7.1  Either Party may terminate this Agreement upon thirty (30) days prior written notice to the other Party.

8.1  This Agreement shall be governed by the laws of the State of ______________________, without regard to conflict of law rules.

9.1  This Agreement, together with its exhibits, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior understandings.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.