Mailing Address: Overnight Address: Company Phone:

P.O. Box 141140 1707 Race St (800) 275-6574

Cincinnati, OH 45250 Cincinnati, OH 45202 Fax: 513.718.2325
Fax: 513.718.2534

Banking
Company Information Information Surety Bond information
Custom Pro Logistics, LLC Fifth Third Bank Southwest Marine & Gen Ins Co
www.customprologistics.com 38 Fountain Square Plaza (800) 595-2615
Federal ID # 46-2460862 Cincinnati, Oh 45263 0MB No. 2126-0017
USDOT #2234232 O: (513) 534-4275 Bond No. 14356
MC #523337B F: (513) 534-5080
DUNS # 078810096 Attn: James Carty
SCAC: CPRY
3PL

Invoicing Pocedure Required Documentation

Remit all invoices to 1. Correct invoice with CPL Pro #
P.O. Box 141140 2. Signed original bill of lading and/ or proof of delivery
Cincinnati, OH 45250 3. Signed CPL carrier rate confirmation
4. Any unloading or pallet receipts

For A/P inquires email: AP@cprolx.com

Email paperwork: Docs@cprolx.com
Or fax to: 513.718.2534
(unless orginal papwerwork is required)

Trade References

MC 777049 MC 850234 MC 921349

Lone Star Transport MBO Transport DTX
Ph: 713.899.8837 Ph: 561.777.3837 Ph: 661.308.3939
Fax: 713.900.6089 Contact: Sergio Medrano Contact: Jessie
Email: alfonsoaleu@gmail.com Email: mbo_transport@live.com Email: dtxbkd@gmail.com

MC 928635 MC 357573
Highway Carrier Darrel Koehn
Ph. 786.719.0088 Ph: 405.202.9717
Contact: Yammy Guerra Fax: 405.373.1704
Email: Highwaycarrierllc@gmail.com Contact: Darrel Koehn

Doc ID: 074ef5ca01255c547cbcd42437e3487f244a223e

Company Legal Name: TIk Trans LLC DBA:

Please Check the box that applies: INC LLC Sole Proprietor

MC # 1088196 SCAC 0 DOT # 3387532

Fed ID / Social Security #: 84-4450677 Safety Rating: 100

A written explanation of the steps you are taking to improve your saftey rating to Satisfactory if you are Conditional or
Unsatifactory. Please include a tentative date for next safety review.

Dispatchers: Anna Dispatchers Email: tik.trans.dispatch@gmail.com

Website: Would you like us to email you available loads? Yes No

Remit To Address: P. O. Box 1000 Physical Address: 225 FLUOR DANIEL #1687

City / State / Zip: Memphis, Tennessee 38148-3003 City / State / Zip: SUGAR LAND, TX 77479

Main Phone (local): 8327777546 Main Fax:

After Hours Phone: 8327777546 Accounting Phone:

Weekend phone: Weekend Cell: 8327777546

Does you company Broker out extra freight? Yes No

How do you track your drivers? ELD

Trade References (Companies/Brokers you have hauled for)

Company Contact Name Phone # Fax # Email Address

Universal Capasity Nate 8325656455 Vel3_Loads@shipwithu.com

Gary English 7702822135 garyenglish@landstarmail.com

Landstar Ranger

If your company has a written safety plan in place please fax a copy to us at (513) 718-2325

Compliance and
Safety Contact: Julie Contact Phone: 8327777546

Claims Contact: Julie Claims Contact Phone: 8327777546

Doc ID: 074ef5ca01255c547cbcd42437e3487f244a223e

 (Check all that apply)
Covered Property Exclusions Insurance & Safety Information

No Exclusions Insurance Agency JLP Insurance Services

Reefer Breakdown
Aged Reefer Breakdown Contact Name Marin
Electronics
Garments, Shoes, Apparel Contact Phone # 2815993741
Tobacco Products
Computers Cert Holder Fax # 2815993840
Computer Peripherals
Textiles Please list the contact for your companies Saftey & Compliance
Geographical
Name Phone

Modes Equipment Services

Truckload Total Tractors 1 Drayage

Less-Than Truckload Total Trailers # Drop Trailer
Intermodal Vans # Warehousing
Rail Air-Ride Vans Chassis
Ocean Vented Vans # Coil Racks
Air Reefers # Cross
Air-Ride R's # Customs
Certifications Held Flatbeds #
Private Fleet #
Smart Way Certified Tanker #
UIIA Approved Oversize
TWIC Certified Lift Gate #
FAST Certified Bulk
CTPAT Certified Step Decks #
HAZMAT Certified Drop Decks #
Liquor Licensed RGN's #
*Please include copies of your
Certifications if applicable

To help our Carrier Loyalty Team to better serve you please include the following info:

Please indicate the states in which you look for loads: Please indicate the state you require as a destination:
United States United States
ST ST ST ST ST ST ST ST ST ST
AL GA MA NM SD AL GA MA NM SD
AR ID MI NY TN AR ID MI NY TN
AZ IL MN NC TX AZ IL MN NC TX
CA IN MS ND UT CA IN MS ND UT
CA IA MO OH VT CA IA MO OH VT
CO KS MT OK VA CO KS MT OK VA
CT KY NE OR WA CT KY NE OR WA
DE LA NV PA WV DE LA NV PA WV
DC ME NH RI WI DC ME NH RI WI
FL MD NJ SC WY FL MD NJ SC WY

Person completing Date:

Anna
07 / 13 / 2020

Doc ID: 074ef5ca01255c547cbcd42437e3487f244a223e

CUSTOM PRO LOGISTICS HAS PARTNERED WITH TRIUMPHPAY TO MANAGE YOUR PAYMENT AND PAYMENT OPTIONS
Please indicate which of the following payment terms below you would to be set up with.

SAME DAY QUICKPAY

For a 3% deduction of the gross truck rate you can receive a same day
Quick Pay. A check, direct deposit, or wire will be processed for
payment the same business day of CPL receiving the paperwork

7 DAY QUICKPAY
For a 2% deduction of the gross truck rate you can receive a 7 day
Quick pay. Payment will be processed within 7 days of CPL receiving
the paperwork.

STANDARD PAY TERMS

CPL will pay all carrier invoices within 28 days from receipt of the proper paperwork. No Fees.

NOTE: Payments can be made by the following options: A mailed check. A next day ACH direct deposit. Or a bank wire ($15 fee) if paperwork is recieved by Noon EST. All ACH
payments will be funded the following day from receipt of paperwork. If the originals BOL's are not required you can email the proper paperwork to Quickpay@cprolx.com. All
payments are contingent on clean BOL's and Quickpay options can not be guaranteed if there are overages, shortages, damages, late delivery, or temperature issues.

Sign Up/ Register your account and connect with Custom Pro Logistics by logging into:
www.TriumphPay.com

TERMS OF AGREEMENT

Fuel Advances: CPL will issue fuel advances of up to 40% fo the gross truck rate. A maximum of $2,000 will be advanced on any single load. The BOL's and
photo ID are required to receive fuel advances.

There is a $25 fee for each Comchek issued for all advances. ComCheks for a fuel advance are only availble after the freight has been loaded and has been verified with the
shipper. By filling out and signing below, I authorize Custom Pro Logistics, LLC to issue Comchek advances and to deduct the fees from my company's future invoices. The
amount deducted is NOT refundable and any changes to this agreement or to dscontinue eligibility of Comchek advances will require written approval faxed to 513-718-2534

Factoring Companies: CPL reserves the right to suspend ComCheck priveleges without notification to any participating carriers upon receipt of a Notice of
Assignment from a Factoring Company identifying a UCC filing. Written authorization to advance payment to carriers with Factoring companies must be received
on letterhead.

By signing this agreement, carrier agrees to the payment plan terms and conditions selected and agrees that such terms and conditions will apply on all invoices unless your profile is
updated with Triumph Pay. Changes to your account will be reflected within a reasonable update period. If this sheet is not filled out your payment terms will default to 28 days.
CPL's pay terms will start when the POD/BOL/s and the carrier's invoice is receieved and all paperwork can be emailed to Docs@cprolx.com. The BOL/s must be legible, signed and
accompanied by valid receipts for pallet charges, lumpers paid by the carrier, or lumpers paid directly by Custom Pro Logistics. If the original BOL's are required please mail them
directly to CPL's P.O. Box.

Carrier Name: MC #: 1088196 DOT #: 3387532

Phone #: Remittance Email: tik.trans.dispatch@gmail.com

Routing #: 102222144 Account #: 5886868686868686

Printed name: Dominica Signature: Date: 07 / 13 / 2020

*I hereby acknowledge that I am authroized to sign company documents for the above named company. Doc ID: 074ef5ca01255c547cbcd42437e3487f244a223e
 Insurance Request Form

Attention:
Insurance Agent: Maurin Alzipar Fax: 2815993840

Insured (carrier): TIK Trans LLC

Insured's

Dear Insurance Representative:

Please forward an insurance certificate for the above insured that shows the following information:

1 Auto liability coverage of $1,000,000 or greater

2 Cargo liability coverage of $100,000 or greater
3 The below listed as certificate holder or additional insured with a 30 day cancellation notice:
4 Please note reefer breakdown insurance if applicable
5 Please send a schedule of the autos if applicable

Custom Pro Logistics

P.O. Box 141140
Cincinnati, OH 45250

*send completed form to Certs@cprolx.com or fax to 513.718.2325*

FAX/EMAIL THIS FORM TO YOUR INSURANCE AGENT

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 BROKER-CARRIER AGREEMENT
V.10.19.1
This Broker-Carrier Agreement (the “Agreement”) is made and entered into effective as of the date of the last signature in the
signature block at the end of this Agreement (the “Effective Date”), by and between Custom Pro Logistics, LLC, an Ohio limited
TIK Trans LLC
liability company (“Broker”), and __________________________________________, a duly authorized and registered motor carrier
225 Flour Daniel #1687 Sugarland TX 77479
for hire, with its principal place of business located at ______________________________________________ (“Carrier”). Broker
and Carrier may be referred to in this Agreement individually as a “Party” and together as the “Parties.”

RECITALS

WHEREAS, Broker is authorized by the U.S. Department of Transportation, Federal Motor Carrier Safety Administration (“FMCSA”)
under U.S. DOT No. 2234232 and MC-523337-B to engage in operations in interstate and/or foreign commerce as a broker as defined
in 49 U.S.C. 13102, arranging for transportation of shipments (excluding household goods) for various shippers, brokers, consignors,
consignees, motor carriers with broker authority and/or other third parties (hereinafter individually or collectively “Broker’s
Customers”);

WHEREAS, Carrier is engaged in business as a motor carrier for hire and holds FMCSA Operating Authority under U.S. DOT
3387532
No.______________ and MC-_______________
1088196 (“Operating Authority”) to engage in transportation as a for-hire carrier of property
(excluding household goods), which authorizes Carrier to provide transportation services under its own Operating Authority for the
shipments tendered to it by Broker under the terms and conditions of this Agreement; and

WHEREAS, Broker, as an independent contractor, serves many shipper customers which have varying and distinct transportation
needs for shipments between and among various geographic points throughout the United States, and between the United States and
Mexico and Canada; and

WHEREAS, Broker desires to use the services of Carrier, on a non-exclusive basis, to pick up, secure, transport, and deliver
Broker’s Customers’ freight under Carrier’s own Operating Authority and under the terms and conditions of this Agreement
(“Services”); and

WHEREAS, Carrier desires to provide the transportation Services needed by Broker’s Customers, and desires to transport such
shipments under its own Operating Authority, as an independent contractor, subject to the terms and conditions of the contract of
carriage and this Agreement;

NOW, THEREFORE, in consideration of the Parties’ mutual promises contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. BROKER’S COVENANTS. Broker warrants and represents that it has authority to tender Broker’s Customers’ shipments to Carrier
for transportation under this Agreement. Broker agrees to solicit, obtain and maintain shipping customers having freight shipments
in need of transportation. Broker shall maintain a surety bond / trust fund on file with the FMCSA in the form and amount required
by applicable regulations.

2. CARRIER’S COVENANTS. In performing the Services contemplated by this Agreement, Carrier warrants and represents that it
shall, at its own expense and through its own efforts, comply with the following covenants:
a. Carrier warrants that it is (and shall remain at all times during which this Agreement is in effect) a duly licensed and
authorized motor carrier operating pursuant to and in accordance with the standards and regulations promulgated by the
FMCSA and/or the ICC. Carrier warrants that it has and will maintain a safety rating of at least “Satisfactory” or whatever is
the highest safety rating issued by the FMCSA, DOT, CSA and/or the ICC at all times during which this Agreement is in effect.
Carrier further warrants that the FMCSA has not placed Carrier “out of service” and Carrier does not have an “Unsatisfactory”
or “Conditional” safety rating. The provisions of this paragraph are intended to include safety rating designations which may
replace those above, which are subject to change by the FMCSA at any time. Carrier shall immediately notify Broker if its
safety rating is changed in any way or if its Operating Authority is revoked, suspended, downgraded or otherwise rendered
inactive for any reason. Carrier shall additionally immediately notify Broker of any other change in Carrier’s business,
insurance or financial status that may render Carrier unable or unauthorized to perform under the terms of this Agreement.
b. Carrier shall maintain knowledge of and operate in compliance with all federal, state and local laws and regulations governing
the Services to be performed under this Agreement, including, but not limited to, the Federal Motor Carrier Safety Regulations
(“FMCSRs”), all applicable driver hiring, licensure and qualification requirements, including but not limited to those set forth in

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 49 C.F.R. Parts 381, 383 and 391, all controlled substances and alcohol testing requirements, all operational and hours of
service requirements, including but not limited to those set forth in 49 C.F.R. Parts 392 and 395, the Electronic Logging Device
(“ELD”) mandate, all vehicle specification and maintenance requirements, including but not limited to those set forth in 49
C.F.R. Parts 393, 395 and 396, all Hazardous Materials regulations as set forth in 49 C.F.R. Part 397 and HMR 171, 172, 177
and 180 (including the licensing and training of Haz-Mat qualified drivers), security regulations, owner/operator lease
regulations, and loading and securement of freight regulations. Carrier shall also, at its sole cost and through its sole efforts,
comply with all applicable rules and regulations relating to maintenance and control over the means and methods of
transportation including, but not limited to, performance of Carrier’s drivers and all applicable insurance laws and regulations,
including but not limited to workers’ compensation. Carrier shall also comply fully with any other applicable laws or
regulations related to the transportation of shipments in interstate, intrastate or foreign commerce, such as regulations set
forth in the Commercial Motor Vehicle Safety Enhancement Act, enacted as part of MAP-21 (Pub L. 112-141, 126 Stat. 405,
786-788, July 6, 2012). Carrier agrees to provide proof of compliance upon request.
c. Carrier shall maintain knowledge of and operate in strict compliance with all applicable rules and regulations promulgated
under the Food Safety Modernization Act (“FSMA”), the Sanitary Food Transportation Act of 2005 and the FDA’s Final Rule
pertaining to Sanitary Transportation of Human and Animal Food, including all sanitation, temperature and contamination
requirements for transporting food, perishable and other products. In complying with these rules and regulations, Carrier
shall be obligated, without limitation, to: (i) ensure that any and all equipment used complies with the applicable specifications
and/or temperature control requirements; (ii) take measures to isolate, segregate and use packaging to prevent
contamination of food products; (iii) ensure that any and all food items requiring temperature control are transported in
compliance with such temperature requirements, which will include, without limitation, checking Bills of Lading, load
confirmation sheets, and/or shipping instructions to determine any temperature requirements, discussing and verifying
whether a temperature requirement exists with the Customer and/or shipper/loader/dispatcher at origin, precooling
equipment as necessary, setting any reefer or temperature control equipment to the proper temperature and setting, venting
as needed, maintaining and regularly servicing any and all temperature control equipment, and taking other appropriate
measures to ensure temperature requirements are met; (iv) notify Broker of any failure of temperature control equipment or
another condition that would cause food items to become unsafe or adulterated; (v) implement written procedures regarding
temperature control, equipment, and sanitation; (vi) adequately train any and all drivers, employees and other transportation
personnel regarding the handling and transporting of food products, produce and other perishable items; (vii) provide Broker,
upon request, with any and all original or electronic records related to the transportation of food products, produce, and other
perishable items, which may include, without limitation, training records and certificates demonstrating that Carrier and its
employees/drivers/personnel have been trained on compliance and any and all documents related to temperature control and
compliance, storage records, Bills of lading, and/or other records; (viii) provide Broker, upon request, with any and all original
or electronic records demonstrating that any trucks, trailers and/or equipment used by Carrier to transport cargo have been
adequately washed, cleaned and dried in a sanitary manner; and (ix) implement ongoing measures to ensure Carrier is fully
and strictly complying with applicable rules and regulations. Carrier is responsible at the time of loading for probing any
product designated as requiring temperature controls in transit and writing the temperature on the Bill of Lading or shipping
receipt. The temperature of the product is a material condition of this Agreement. If the product temperature is more than two
(2) degrees different from the required temperature stated on the tender documents, then the Carrier shall refuse the
shipment and immediately contact Broker. BROKER SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR CARRIER’S FAILURE
TO COMPLY WITH THIS SECTION OR OTHER FAILURE TO ADHERE TO SHIPPER’S INSTRUCTIONS OR THE REQUIREMENTS OF
THE FSMA AND/OR THE FDA’S FINAL RULE PERTAINING TO SANITARY TRANSPORTATION OF HUMAN AND ANIMAL FOOD (21
C.F.R. § 1.900 et seq.), ALL SUCH RESPONSIBILITY OR LIABILITY BEING BORNE EXCLUSIVELY BY CARRIER. Carrier shall
indemnify and hold harmless Broker for all losses, damages and expenses (including reasonable attorneys’ fees) Broker’s
Customers may sustain or incur, including but not limited to claims for lost profits or plant shutdown fees, arising out of
Carrier’s noncompliance. Carrier shall also, at its sole cost and through its sole efforts, comply with all applicable rules and
regulations promulgated under the Food, Drug, and Cosmetic Act (“FDCA”) (21 U.S.C. Section 301, et seq., as amended,
supplemented or superseded from time to time) and the Perishable Agricultural Commodities Act (“PACA”) (7 U.S.C. Section
499(a), et seq., as amended, supplemented, or superseded from time to time), along with any and all other state or local
statutes or ordinances applicable to the transportation of food products, produce, drugs and other perishable items.
d. Carrier shall transport and carry all shipments tendered to Carrier under this Agreement to and from such points between
which service may be required without delay caused by anything within Carrier’s control. Carrier agrees that all shipments will
be transported and delivered with reasonable dispatch, or as otherwise agreed in writing. Broker and Carrier agree and
recognize that time is of the essence in the performance of this Agreement. Carrier shall be deemed to be dispatched by
Broker only after (1) Carrier has returned the fully executed Rate Confirmation and (2) after Broker has completed an oral or
written dispatch checklist with Carrier covering the key details of the shipment at issue. Carrier shall commence performance
immediately following the parties’ exchange of the fully executed Rate Confirmation and successful completion of the oral or
written dispatch checklist. It is understood that all shipment handling requirements are those of Broker’s Customers and that
Carrier will comply with all such requirements. Missed delivery appointments may result in the imposition of fees and

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 penalties by Broker’s Customers, shippers or consignees of shipments for which Carrier shall be liable.
e. Carrier warrants and agrees that Carrier shall have the sole and exclusive responsibility to direct, control, oversee, govern,
manage and discipline its employees, agents, contractors, owner/operators and leasees who transport shipments or perform
Services under this Agreement. The Parties agree that Broker’s responsibilities under this Agreement are limited to arranging
for the transportation of a shipper’s freight with Carrier, and not actually performing the transportation services, possessing
the freight, acting as a motor carrier or controlling the means or methods of transportation.
f. Carrier warrants and agrees that it shall utilize only drivers who are duly qualified as required by Part 391 of the FMCSRs to
transport freight under this Agreement. Carrier further warrants and agrees that it has adopted and will continue to maintain
adequate internal procedures sufficient to enable Carrier to “qualify” its drivers and to confirm their ongoing qualifications as
required by the FMCSRs. Carrier shall maintain, at its own expense and through its own efforts, complete and up-to-date
Driver Qualification Files on all of its drivers. Carrier further warrants and agrees that it shall provide only duly qualified and
licensed drivers with enough available hours of service to pick up and deliver tendered loads within the timeframe(s)
requested by Broker and/or Broker’s Customers, without violating the hours of service regulations outlined in the FMCSRs.
Carrier shall also ensure that each driver is suitably trained for operation of Carrier’s vehicles and other equipment, and shall
procure and keep current all licenses, permits, authorizations and other governmental approvals necessary for the ownership
and use of such vehicles. Carrier warrants that it will not coerce its drivers to violate the hours of service regulations.
g. Carrier shall maintain its equipment including all vehicles, trailers and other equipment in good order and in safe working
condition as suitable for the transportation of the shipments tendered to it by Broker, and shall keep and maintain all such
equipment in full compliance with all requirements set forth in the FMCSRs and any applicable state regulations. Carrier will
not supply equipment that has been used to transport hazardous wastes, solid or liquid, regardless of whether they meet the
definition in 40 C.F.R. § 261.1 et. seq. Carrier shall create, retain and maintain all documents and records required to be
created and maintained under the FMCSRs and any other applicable federal, state or local rules or regulations. Carrier shall
supply only dry, clean, odor–free and leak-proof transportation equipment, free of mold, debris, or infestation, and suitable for
the particular commodity being transported, and which will not cause in whole or in part adulteration of the commodity as
defined in 21 U.S.C. § 342. Carrier agrees and warrants that no vehicle used to transport goods for Broker under this
Agreement will ever have been used to transport refuse, garbage, trash or solid or liquid waste of any kind whatsoever,
whether hazardous or non-hazardous, and regardless of whether such materials qualify for any exclusion set forth in 40 C.F.R
Subpart A. Carrier will also ensure that, for all goods that are specified by Broker or Broker’s Customers as requiring
temperature, humidity or other climate control, that all vehicles provided by Carrier for transportation of such goods will be
suitable for the purpose intended. Carrier shall be solely responsible for all costs and expenses incurred in connection with the
procurement, operation and maintenance of Carrier’s equipment.
h. Carrier warrants that it shall notify Broker immediately if Carrier or any related entity of Carrier is sold or has its rights or
interests assigned, or if any insurance required to be maintained by Carrier under this Agreement is terminated, cancelled,
suspended or revoked for any reason.
i. Carrier warrants that to the extent that any shipments tendered under this Agreement are transported within the State of
California using refrigerated equipment, Carrier shall only utilize equipment which is in full compliance with the California Air
Resources Board (CARB) Transport Refrigerated Unit (TRU) Airborne Toxic Control Measure (ATCM) in-use regulations. Carrier
shall be liable to Broker for any penalties or any other liability imposed on, or assumed by, Broker, due to penalties imposed
on Broker’s Customer because of Carrier’s use of non-compliant equipment.
j. Carrier shall place and keep a certified, registered Electronic Logging Device (“ELD”) in each vehicle it utilizes to transport
freight hereunder and shall operate in full compliance with all requirements of the ELD regulations set forth in Section
32301(b) of the Commercial Motor Vehicle Safety Enhancement Act, enacted as part of MAP-21 (Pub L. 112-141, 126 Stat.
405, 786-788, July 6, 2012).
k. Carrier warrants and agrees that it will inspect or hire a duly qualified service representative to inspect each vehicle’s
refrigeration or heating unit at least once each month. Carrier warrants that it shall maintain a record of each inspection of
each refrigeration or heating unit and shall retain all such records of the inspection for at least one year from the date of such
service. Copies of these records must be provided upon request to the Carrier’s insurance company and Broker. Carrier
further warrants that it will at all times maintain adequate fuel levels in all refrigeration or heating units and Carrier hereby
assumes and accepts full liability for any and all claims and expenses, including reasonable attorney’s fees incurred by Broker,
arising out of Carrier’s failure to do so.

3. INSURANCE.
a. Carrier shall maintain, at its own cost at all times during the term of this Agreement, the following types and amounts of
insurance policies, written by a reputable insurance company having a Best’s rating of “B+” VII or better:
1. Commercial Automobile Liability insurance “Auto” (primary) for bodily injury including death and property damage in a
combined single limit of not less than One Million Dollars ($1,000,000.00) per occurrence, or such higher insurance
coverage as may be required by Broker, in general or for any particular shipment. This coverage must include motor
vehicle (including hired and non-owned vehicles) liability coverage covering any and all hired or non-owned tractors or

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 trailers or other motor vehicles utilized by Carrier.
2. Comprehensive General Liability insurance in amounts not less than:
i. Bodily injury $1,000,000.00 per occurrence; $2,000.000.00 in the aggregate.
ii. Physical Damage or other similar insurance coverage as necessary to fully insure Carrier against all costs
and expenses associated with any accident cleanup, towing costs or fees, storage fees, roadway or other
infrastructure repair fees, and any other similar charges which may arise in connection with any collision or accident
in which Carrier may become involved, in an amount of $1,000,000.00 per occurrence; $2,000,000.00 in the
aggregate.
3. Cargo Insurance insuring Carrier against liability for loss, damage or theft of shipments accepted for transport by
Carrier, in an amount not less than One Hundred Thousand Dollars ($100,000.00) per shipment, or such higher
insurance coverage as may be required by law or by Broker, in general or for any particular shipment. Carrier’s cargo
insurance shall also include Refrigeration Breakdown Insurance coverage insuring Carrier against liability for loss or
damage to refrigerated or frozen or other temperature-controlled shipments accepted for transport by Carrier. Carrier’s
cargo insurance policies shall not exclude coverage for infidelity, fraud, dishonesty or criminal acts of Carrier’s
employees, agents, officers or directors.
4. Workers’ compensation coverage for all personnel employed by Carrier who have any role with respect to the
transportation operations and Services performed under this Agreement, in amounts as required by applicable state law.
5. In the event that Carrier transports hazardous materials, Carrier shall keep and maintain public liability coverage in an
amount not less than Five Million Dollars ($5,000,000.00) per incident, including coverage for, inter alia, environmental
damages and remediation arising out of the release or discharge of hazardous substances.
6. Self-Insurance. If Carrier is self-insured for any of the coverages required by this Agreement or otherwise required by
law or applicable regulation, Carrier shall provide evidence of such self-insured status to Broker including proof of
acceptance of Carrier’s self-insured status by the FMCSA or other governing agency, and Carrier shall further
demonstrate to Broker’s satisfaction that such coverage meets all the minimum coverage and other requirements set
forth in this Agreement.
7. No Representation as to Adequacy. It is expressly understood that Broker does not represent that the types or minimum
limits of the insurance set forth herein are adequate to protect the Broker’s interests, and do not otherwise constitute
limits of liability. Deductible amounts under the foregoing policies shall be paid by Carrier.
b. The aforementioned insurance requirements are minimum requirements and nothing in this Agreement shall be construed to
limit Carrier’s liability to the amounts set forth above, nor shall any exclusion, declaration or deductible absolve Carrier from
financial responsibility for any loss or damage. Carrier may not have exclusions within any of the above insurance policies for
unattended vehicles or unattached vehicles, theft, abandonment, or breakdown or malfunctioning of cooling or heating
equipment. In the event that Carrier is precluded or excluded, by insurance policy or otherwise, from transporting any
particular commodity or freight, Carrier shall not under any circumstance transport such commodity or freight on behalf of
Broker’s Customers and Carrier shall notify Broker in advance and in writing of any such exclusion or non-permitted
commodity or freight. Carrier is solely responsible for ensuring compliance with the terms, conditions and requirements of the
above insurance policies at all times during the term of this Agreement, including payment of all premiums and deductibles.
Carrier agrees that all insurance policies required under this Agreement shall be primary and shall be required to respond and
pay prior to any coverage provided by Broker or Broker’s Customer(s). Carrier shall pay all deductible amounts due under
any applicable insurance policies. Carrier shall furnish Broker with a Certificate or Certificates of Insurance, in a form
satisfactory to Broker, to prove that each coverage required by this Section is in effect and properly maintained. In addition,
Carrier shall deliver to Broker actual, complete, certified copies of Carrier’s insurance policies within five (5) business days
following request by Broker. Carrier’s insurance policies shall also provide that the insurance company issuing such policies
shall notify both Carrier and Broker of its intention to cancel any policy at least thirty (30) days prior to the effective date of
cancellation. Carrier’s Certificate of Insurance must identify Broker as a “Certificate Holder” and additional insured, and
Carrier agrees to undertake all necessary actions to accomplish same.
c. By signing this Agreement, Carrier expressly grants Broker the right and authority to obtain actual copies of all of Carrier’s
insurance policies in effect at the time of any loss directly from Carrier’s insurance companies. Carrier further authorizes its
insurance company or companies to release to Broker any and all of Carrier’s insurance policies requested by Broker. Carrier
grants Broker the right to contact and communicate directly with Carrier’s insurance companies with respect to any claim
arising out of Carrier’s Services under this Agreement.
d. Carrier will notify Broker immediately if any insurance required hereunder is threatened to be or is terminated, cancelled,
suspended, or revoked for any reason. Carrier shall defend, indemnify and hold Broker and Broker’s Customers harmless from
any and all liability, claims, losses, demands, and damages arising from or related to Carrier’s failure or alleged failure to
maintain any of the insurance coverages required under this Agreement or under the FMCSRs or for failure or alleged failure
to abide by the terms, conditions and/or requirements of any insurance policy required under this Agreement.

4. CARGO LIABILITY AND CLAIMS FOR LOSS, DAMAGE OR DELAY. Broker and Carrier hereby agree upon the following

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terms and conditions which shall govern all Services provided by Carrier under this Agreement:
a. Carrier shall sign a bill of lading, produced by the shipper or Carrier in compliance with 49 C.F.R. § 373.101 (and any
amendments thereto), listing Carrier as the delivering motor carrier, when it picks up the shipment. The bill of lading/receipt
shall be prima facie evidence of the actual receipt by Carrier of such goods in good order and condition, unless otherwise
expressly written or noted on the face of the document before Carrier departs from the consignor location. Acceptance of
possession of the goods by Carrier, in whole or in part, regardless of whether a bill of lading has been issued, shall mean
conclusively that Carrier assumes full and complete responsibility and liability for such goods until proper delivery is made to
the consignee and the consignee accepts the shipment and signs the bill of lading or delivery receipt evidencing successful
delivery without claim or other dispute. Carrier’s failure to issue or sign a bill of lading acknowledging receipt of the cargo
shall not affect the liability of Carrier for any loss of or damage to cargo. Any terms of the bill of lading (including but not
limited to payment terms or terms purporting to limit Carrier’s liability), load confirmation, rate confirmation, dispatch sheet
or other document which are inconsistent with the terms of this Agreement shall be of no force and effect and shall be
superseded by and controlled by this Agreement.
b. Carrier shall be fully responsible for the proper care and handling of freight transported under this Agreement, and shall be
liable to Broker and Broker’s Customers for the full actual loss or damage to cargo occurring while in the custody, possession
or under the control of Carrier, its employees, or its contractors and agents. For purposes of this Agreement, the term “full
actual loss” shall mean the full value of the cargo as determined by Broker’s Customer. Carrier shall be liable to Broker and
Broker’s Customers for incidental and/or consequential damages or expenses arising from or caused by any delay in delivery
or loss, damage, or shortage to cargo. Carrier agrees and acknowledges that Broker will not be liable to a shipper or any of
Broker’s Customers for any act or omission of Carrier or any of its “employees” as defined under 49 C.F.R. § 390.5.
c. Carrier shall comply with all regulations set forth in 49 C.F.R. Part 370 and any amendments thereto and any other applicable
regulations adopted by the FMCSA or any applicable state regulatory agency relating to investigating and processing claims for
loss or damage to cargo and processing salvage. Carrier understands and agrees that food that has been transported by
Carrier under conditions that are not in compliance with the regulations promulgated under 21 U.S.C. § 350(e) will be
considered “adulterated” within the meaning of the Federal Food, Drug and Cosmetic Act, 21 U.S.C. § 342(i) (“FD&C Act”).
Carrier shall also fully comply with all regulations promulgated under the Sanitary Food Transportation Act, 49 U.S.C. § 5701
et seq. Carrier understands and agrees that adulterated shipments may be refused by the consignee or receiver at
destination. Carrier further recognizes and agrees that all damages or losses caused by, arising from or flowing out of any
adulterated shipment shall be borne exclusively by Carrier and that Broker shall have no liability whatsoever for any such
damages or claims. Carrier shall not dispose of damaged or rejected product without the prior written consent of Broker or
its Customer(s). Broker or its Customer(s) may determine within their sole discretion whether the goods may be salvaged,
and if salvageable, the value of such salvage.
d. In the event a shipment is rejected, in whole or in part, by the consignee, Carrier shall immediately contact Broker and shall
follow Broker’s requests thereafter as to where to transport and whether and how to dispose of the goods. In the event the
shipment or any part of it is compromised or damaged, Broker and Broker’s Customer shall have the sole discretion to
determine whether the shipment may be salvaged, and if salvageable, the value of the salvageable goods. In the event that
the customer of the subject freight has required Broker to waive rights of salvage or resale, Carrier hereby expressly waives
any and all rights of salvage or resale of the subject freight to the same extent as waived by Broker. Carrier shall return all
damaged shipments at its expense to the point of origin or, at Broker’s direction, to other points as instructed by Broker.
Carrier shall not dispose of, sell, salvage or attempt to sell or salvage any goods without Broker’s express written permission.
Claims based on a concealed loss or damage reported to Carrier within ten (10) business days of the date of delivery shall be
treated by Carrier as though an exception notation had been made on the delivery receipt at the time of delivery.
e. Carrier shall ensure that Broker’s name is not listed as the “carrier” on the bill of lading. Carrier recognizes and agrees that
insertion or inclusion of Broker’s name on the bill of lading shall be for shipper convenience only and shall not change Broker’s
status as a broker and not the delivering motor carrier, nor shall it change Carrier’s status and obligations as the delivering
motor carrier. The terms and conditions of any freight documentation used by Carrier shall not supplement, alter, or modify
the terms of this Agreement.
f. To the extent any terms of the bill of lading or receipt are inconsistent with the terms of this Agreement, the terms of this
Agreement shall govern. Carrier hereby waives any statutory provisions and regulations which are inconsistent with the terms
of this Agreement and which are waivable under 49 U.S.C. § 14101(b) and related sections, and the terms of this Agreement
shall govern.
g. Except as otherwise provided herein, and excluding claims by Broker against Carrier for enforcement of any provision of this
Agreement, all claims against Carrier for loss or damage to cargo, and all liability standards, time limitations and burdens of
proof in any claim against Carrier for loss or damage to cargo, shall be governed by the Carmack Amendment to the
Interstate Commerce Commission Act, codified at 49 U.S.C. §14706, along with the common law applicable to common
carriers. Carmack Amendment liability standards, time limitations and burdens of proof shall apply to all shipments
transported pursuant to this Agreement, regardless of whether the shipment is considered an “exempt commodity” under
existing federal regulations. In the event of a claim for loss, damage or theft of cargo, Broker’s Customer(s) and/or Broker on

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 behalf of such Customer(s) shall submit a claim in writing to Carrier within nine (9) months of delivery date, or scheduled
delivery date, whichever is later. A claim shall not be invalidated if the exact amount of the claim is not quantified within nine
(9) months. Carrier shall acknowledge receipt of such claim in writing within thirty (30) days of receiving such claim, and
Carrier shall resolve (pay in full, partial payment, or decline payment for just cause) such claim within ninety (90) days of
receiving such claim. Failure on the part of Carrier to comply with the deadlines set forth herein shall constitute a waiver of
Carrier’s defenses to the cargo claim, an admission by Carrier of liability for the full amount claimed, and shall preclude Carrier
from presenting such defenses in any associated lawsuit by Broker and/or Broker’s Customer(s).
h. In addition to and notwithstanding the foregoing, if Carrier fails to make timely delivery of any shipment, or refuses to make
such delivery, Broker may, in its discretion, utilize another carrier or carriers to facilitate transportation of the delayed
shipment or to ship replacement goods. In such event, Carrier shall be liable to Broker and Broker’s Customers, in addition to
all other damages outlined herein, for all reasonable and necessary costs, charges, fees and expenses resulting from such
substituted service. Broker’s use of substituted service shall not otherwise relieve Carrier of any of its obligations under this
Agreement or with respect to any particular shipment. Broker reserves the right to impose reasonable and industry accepted
penalties against the Carrier when pick-up and/or delivery schedules and appointments are not adhered to.
i. Carrier acknowledges that Broker may utilize other carriers to facilitate the movement of delayed shipments, or to ship
replacement goods. If Carrier fails to arrange to make timely delivery of any shipment, Carrier shall be liable to Broker and its
Customer(s) for all reasonable and necessary costs, charges, fees and expenses resulting from such delay.
j. Carrier will accept instructions for changes in delivery place or time or the required temperature at which any given shipment
is to be transported from Broker only. If Carrier accepts change instructions from parties other that Broker, Carrier does so at
its own risk and will forfeit its right to compensation for the shipment of Goods.
k. This Agreement supersedes all other agreements and all tariffs, rates, classifications and schedules published, filed or
otherwise maintained by Carrier. Carrier acknowledges that in the event of a claim involving a shipment tendered to Carrier
under this Agreement, any tariff Carrier maintains shall not be applicable to and shall not limit Carrier’s liability.

5. INDEMNIFICATION. Carrier shall defend, indemnify and hold harmless Broker, its parent companies, subsidiaries, officers,
directors, employees, agents, successors and assigns, and shall also defend, indemnify and hold harmless Broker’s Customers,
from and against any and all claims or liability of any nature or type arising out of or in any way related to Carrier’s performance of
Services or failure to perform under this Agreement. Carrier’s duty to defend, indemnify and hold harmless shall include, without
limitation, all liabilities, judgments, fines, claims, lawsuits, penalties, orders, decrees, awards, costs, expenses, including but not
limited to attorneys’ fees, settlements and claims, arising out of or related to any of the following:
a. Any loss or damage to property or personal injury to any person or entity, including, but not limited to, death, arising out of or
related to Carrier’s performance of any of the Services contemplated by this Agreement;
b. Any loss, theft, damage or delay in transit to any goods or property which Carrier receives for transport under this Agreement.
Carrier’s indemnification obligation to Broker under this Section shall include Broker’s attorneys’ fees and expenses, which
shall constitute special damages, the risk of which is expressly assumed by Carrier;
c. Any accident cleanup costs, towing costs or fees, storage fees, roadway or other infrastructure repair costs or fees and any
other similar charges which may arise in connection with any collision or accident in which Carrier may become involved;
d. Carrier’s breach of any of its representations, warranties and/or covenants in this Agreement, including without limitation all
agreements and representations made by Carrier in Sections 2(a) - 2(k); 3(a)(1) - 3(a)(7); 3(b) - 3(d); 4(a) - 4(k); 5(a) –
5(g); 6(a) – 6(i); 7(a) – 7(d); 8(a) - 8(i), 9, 10, and 13, or any failure or alleged failure by Carrier to comply with any
applicable law, rule, regulation or ordinance;
e. Carrier’s duties or obligations as an employer, principal or contractor, including, without limiting the generality of the
foregoing, any failure or alleged failure by Carrier to comply with minimum wage, wage and hour and/or worker’s
compensation laws or requirements, along with any and all claims for workers’ compensation or similar claims asserted
against Broker or Broker’s Customers by any of Carrier’s employees, agents or contractors or their personal representatives;
f. Any allegation that Broker or Broker’s Customer is an employer or co-employer of any employee, agent, contractor or
subcontractor of Carrier.
g. The provisions of this Section 5 shall survive cancellation, termination, or expiration of this Agreement.

6. COMPENSATION.
a. Carrier agrees to carry such shipments at the rates and charges set forth in Broker’s “Rate Confirmation” for each shipment
accepted by Carrier under this Agreement. Carrier and Broker agree that any carrier general tariff rates or accessorial
charges do not apply, in any fashion, to any shipment tendered under this Agreement. Any change in rates, charges or rules
and regulations hereunder shall be mutually agreed to and confirmed in writing, signed by both Parties. Any such mutually
agreed and duly executed documents reflecting additional, modified, or amended rates or charges for the Services shall
automatically be subject to and governed by the terms and conditions of this Agreement. Carrier also agrees that Broker shall
not be liable to pay Carrier for any detention, loading, unloading, lumper, layover, accessional, turnpike fees, tolls, fuel
surcharges or adjustments, maintenance or any other ancillary expenses unless Broker provides prior written approval. Broker

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 shall not be responsible for any charge for equipment ordered not used unless Carrier obtains Broker’s prior written approval.
b. Mileage and Accessorial Charges. For each freight movement or shipment, the Parties may specify by mutual written
agreement the mileage to apply for the purposes of computing transportation charges if a mileage rate schedule applies.
Otherwise, the mileage according to the then current version of PC Miler will apply. There shall be no charge for waiting time
or demurrage other than as provided for in this paragraph. Carrier shall allow two (2) hours of free time for loading and after
that free time has expired, Broker shall pay for waiting at the rate of $20.00 per hour, not to exceed a total of $175.00.
Carrier shall allow two (2) hours of free time for unloading and after that free time has expired, Broker shall pay for waiting at
the rate of $20.00 per hour, not to exceed a total of $175.00. In order to be eligible to receive payment for waiting time,
Carrier must first furnish to Broker written proof of the time of arrival of the subject vehicle for loading/unloading and the time
of completion of the loading/unloading on the Bill of Lading for the subject shipment, or other appropriate and acceptable (to
Broker) shipping document. Time spent waiting prior to the time of opening for business of the consignor or consignee, as the
case may be, shall not be included in the computation of either free time or waiting time. In order to receive payment for
waiting time, Carrier must first give Broker advance telephone notice that chargeable waiting time is about to commence or
accrue so that Broker has an opportunity to intervene with the consignor/consignee in order to avert or minimize such charges
for waiting time. Carrier shall not be entitled to any payment for waiting time which was caused by an Act of God, the public
enemy, the authority of law, strikes or act of the Carrier, or because Carrier’s driver has run out of hours. Appointments for
loading and unloading are to be made at no additional charge. Waiting time incurred on account of Carrier’s failure to keep its
scheduled appointment for pick-up or delivery shall not be charged to Broker or Broker’s Customer(s). Notwithstanding the
foregoing, Broker does not agree to provide any compensation to Carrier for wait times for pickup or delivery of shipments
involving produce and other fresh commodities; it being expressly understood and agreed between the Parties that all such
shipments shall be dealt with on a case by case basis by Broker and that Broker shall have sole discretion to determine
whether any waiting time may be paid to Carrier based on the relevant circumstances. Loads shall be held for delivery and/or
re-delivery at no additional charge. Upon the request of the consignor and/or consignee of any shipment transported by
Carrier pursuant to this Agreement for Carrier to load and/or unload any such shipment from Carrier’s vehicle, Carrier shall
provide such loading and/or unloading service at its own sole expense, unless otherwise agreed by Broker in writing.
c. Fuel Surcharge. Unless a separate and distinct fuel surcharge is specifically approved and agreed upon by Broker, in writing,
Broker shall have no responsibility for any fuel surcharges or adjustments. Carrier acknowledges and agrees that Carrier is
solely responsible for all costs and expenses that Carrier incurs for fuel unless Broker expressly agrees otherwise in writing for
any particular shipment.
d. As a condition of payment, Carrier shall submit to Broker the following documents in a form and manner in which the
documents are clear and readily legible to Broker and Broker’s Customers: (1) Carrier’s invoice; (2) clean bill(s) of lading; (3)
signed loading and/or delivery receipts for all transportation services provided under this Agreement; and (4) any other
documents reasonably required by Broker in order for Broker to secure payment in full from Broker’s Customer(s), including,
for example, scale tickets or lumper receipts or other documents which Broker may request. Carrier understands and
acknowledges that in the event that Carrier fails to submit to Broker all required documentation within 24 hours after delivery,
or, in the event 24 hours after delivery falls on a Saturday, Sunday, or legal holiday, then, on or before 12:00 pm Eastern on
the first following day that is not a Saturday, Sunday, or legal holiday, then Broker shall impose administrative fees against
Carrier in an amount not exceeding $100.00 per day. Carrier understands and agrees that administrative fees imposed by
Broker under this Section will reduce the amount payable to Carrier for any shipment(s) so affected, and Carrier understands
and agrees that such administrative fees are reasonable.
e. Subject to the provisions of Section 6(d) and 6(f) of this Agreement, Broker agrees to pay Carrier for Services rendered under
this Agreement in accordance with the rates as agreed upon between the Parties, within thirty (30) days of Carrier’s
submission of its invoice along with all documents required by Section 6(d); provided, however, Carrier agrees that Broker
shall have no obligation to pay Carrier’s invoice until Broker has received payment from Broker’s Customer for the shipment in
question. Carrier shall not assess any late payment penalties against Broker or Broker’s Customer. Carrier shall undertake all
reasonable commercial efforts to invoice Broker within fifteen (15) days of the delivery of any shipment transported
hereunder, but in no event shall Carrier invoice Broker later than sixty (60) days following delivery of the shipment as
specified on the applicable bill of lading. Carrier invoices submitted to Broker later than sixty (60) days following delivery of
the shipment are waived. Further, Carrier hereby waives all claims for freight charges against any party (including, but not
limited to, Broker, Broker’s Customers, the shipper, the consignee and the consignor) if a lawsuit is not filed and served within
180 days of the date of delivery, or date of scheduled delivery, whichever is later. The time limit within which Broker must
institute suit against Carrier to recover on a claim shall be two years and a day from the date Broker receives a written
disallowance from Carrier.
f. Carrier agrees that Broker has the discretionary right to offset any payments owed to Carrier under this Agreement to the full
extent of any liability incurred or potentially incurred by Broker in connection with Carrier’s Services or transportation of any
shipment tendered under this Agreement; provided, however, that Broker shall furnish to Carrier a written explanation and
itemization of all deductions at the time such deductions are made. Actions of the Carrier (such as unreasonable delay,
shortage, loss of goods, etc.) which result in non-payment or delay in payment to Broker by Broker’s Customer, shall likewise

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 affect final settlement to the Carrier, and shall be sufficient grounds for Broker to delay and/or set-off amounts otherwise due
to Carrier. Carrier agrees that Broker has the discretionary right to offset any payments owed to Carrier under this
Agreement by the amount of any administrative fees chargeable against Carrier as contemplated by Section 6(d) of this
Agreement.
g. Carrier hereby assigns to Broker any and all rights held by Carrier to bill any party to the bill of lading. Carrier agrees not to
invoice any of Broker’s Customers (including, but not limited to, the shipper, consignee and consignor) for shipments tendered
or transported under this Agreement. Carrier agrees that Broker has the exclusive right to handle all billing of freight charges
to Broker’s Customers for the transportation services provided in this Agreement, and, as such, Carrier expressly agrees to
refrain from all collection efforts against Broker’s Customers (including, but not limited to, the shipper, receiver, consignor,
and consignee), unless advance authorization is given in writing by Broker. Carrier has investigated, monitors, and agrees to
conduct business hereunder based on the creditworthiness of Broker and is granting Broker credit terms accordingly.
h. Carrier shall not withhold or refuse to deliver or delay delivery of any goods of any of Broker’s Customers on account of any
dispute as to rates or any alleged failure to receive payment of freight charges incurred under this Agreement. Carrier agrees
that it will not intentionally delay, retain, seize or assume control of a product or shipment subject to this Agreement, whether
as a lien for the payment of freight charges or otherwise. Carrier shall have no lien, and hereby expressly waives its right to
any lien of any kind on any cargo, freight or other property of Broker or any of Broker’s Customers. Broker is not required to
disclose its commission or brokerage revenue to Carrier, and Carrier waives its right to receive, audit and/or review such
information and documents as set forth in 49 C.F.R. § 371.3.
i. Carrier, from time to time, may request that Broker make early payment of properly invoiced charges in exchange for a
discount of the agreed rates for a given Service request or shipment (“Quick Pay”). In the event that Broker and Carrier reach
agreement whereby Broker agrees to provide Quick Pay for Carrier in exchange for a reduced invoice amount, such agreement
shall be documented in writing, shall become part of this Agreement, and shall be otherwise governed and controlled by the
terms of this Agreement. Upon Carrier’s agreement to the Quick Pay terms offered by Broker, the payment due to Carrier
shall become the negotiated Quick Pay rate, and nothing more, and Broker hereby automatically waives and releases any
claim for any amounts over and above the negotiated Quick Pay rate.

7. NON-SOLICITATION / CONFIDENTIALITY OF BUSINESS INFORMATION.

a. Carrier and Broker agree that Broker, at great expense and through great efforts, has developed a broad customer and vendor
base that is essential to Broker’s successful operation. Carrier acknowledges that its position as Service provider for Broker
under the terms of this Agreement gives Carrier access to special knowledge of Broker and Broker’s Customers, organization,
freight and brokerage rates, amounts received for brokerage services, amounts of freight charges collected, freight volume
requirements, customer information, both personal and commercial, customer shipping or other logistics requirements,
business methods, business processes, confidential information, proprietary information and trade secrets (hereafter
collectively “Confidential Business Information”) which could be harmful to Broker if used by any person or entity for any
purpose other than the promotion of Broker’s business as provided in this Agreement.
b. Carrier agrees that, during the term of this Agreement and for a period of eighteen (18) months from the date of termination
of this Agreement for any reason, neither Carrier nor any employee, officer, director, contractor, or agent of Carrier, shall
solicit, directly or indirectly, or otherwise engage in any transportation-related business with any shipper, consignor,
consignee, or customer of Broker. For purposes of this Section, Broker shall be deemed to have identified Broker’s Customers
to Carrier at the time any first shipment from any Broker Customer is tendered to Carrier for transportation. Carrier’s
acceptance of the shipment will represent and confirm Carrier’s acknowledgement that the new customer, shipper, consignor
or consignee is a Broker Customer and therefore subject to the protections set forth in this Section. Carrier shall have seven
(7) days after such “first load” moves to challenge, in writing, why the customer, shipper, consignor or consignee should not
be considered a Broker Customer. In any case of challenge, Broker and Carrier will endeavor to resolve and agree in writing
exactly how the customer will be handled. In the event Carrier violates the terms of this Paragraph and obtains traffic from or
otherwise engages in any transportation-related business with any Broker Customer, shipper, consignor or consignee, then
Broker shall be entitled, for a period of eighteen (18) months after the first such shipment, to a commission from the Carrier
in the amount of twenty-five percent (25%) of the gross revenue received by Carrier for any and all shipments transported for
Broker’s Customer, shipper, consignor or consignee.
c. Carrier agrees not to use Broker’s Confidential Business Information for any purpose other than in connection with Carrier’s
provision of Services under this Agreement. Carrier agrees that Carrier will not disclose, or otherwise make available, to any
third party any of the Confidential Business Information that Carrier may gain through its relationship with Broker, unless
otherwise agreed by Broker in writing. Carrier agrees not to disclose, or otherwise make available, any of Broker’s
Confidential Business Information to any employee of Carrier except those employees who are required to have the
information in order to provide services under this Agreement. Carrier shall not make any copies of Broker’s Confidential
Business Information unless the same are previously approved in writing by Broker. Carrier shall immediately notify Broker in
the event of any unauthorized use or disclosure of Broker’s Confidential Business Information. Carrier agrees that, in the
event of any breach of the covenants contained in this Section 7, Broker will be entitled to, in addition to any other rights and

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 remedies, an injunction or restraining order restraining Carrier from committing or continuing to commit any breach of these
provisions, and Carrier hereby consents to the issuance of such injunction or restraining order or other equitable relief without
bond or other security and without the necessity of actual damage to Broker.
d. Carrier understands and agrees that the provisions of the preceding paragraphs 7(a), 7(a) and 7(c) are reasonable as to
scope, duration, and geographic area, in light of the mutual promises and other valuable consideration the parties have
agreed to in this Agreement. Further, Carrier agrees that any violation of any covenant outlined in Paragraphs 7(a), 7(b) and
7(c) of this Agreement will cause irreparable injury to Broker, and that Broker will be entitled to a restraining order and an
injunction without establishing actual damage and without posting a bond or other security.

8. INDEPENDENT CONTRACTORS. The relationship between Carrier and Broker shall, at all times, be that of independent
contractors and not partners, joint venturers, agents or employees. As independent contractors, the Parties agree as follows:
a. Carrier, at its sole cost and expense, shall employ, pay, supervise, discipline, direct and control all personnel Carrier utilizes to
perform Services under this Agreement. The Parties recognize and agree that Broker does not control and has no right to
direct or control the performance of any driver and/or employee, contractor, subcontractor or agent of Carrier. Under no
circumstances shall Carrier or any of its employees, contractors, subcontractors or agents hold themselves out to be
employees of Broker or Broker’s Customers.
b. Carrier and Broker agree that the safe and legal operation of Carrier’s motor vehicles by its assigned drivers shall completely
supersede and override any requests, demands, preferences, information or instructions from Broker or Broker’s Customers
with respect to any shipment at any time. The Parties agree that Broker at all times will be acting as an independent
contractor, and not an employee, agent, or principal of a shipper or any of Broker’s Customers.
c. Carrier agrees that a shipper’s or Carrier’s insertion of Broker’s name on the bill of lading is without authorization and shall be
for shipper convenience only and shall not change Broker’s status as a broker, nor shall it change Carrier’s status or liability as
the delivering motor carrier.
d. Carrier agrees that any driving instructions or routing instructions given by Broker are for informational purposes only.
Carrier has the sole responsibility to determine and ensure the appropriate equipment, route and safe operation of motor
vehicles performing Services under this Agreement. Carrier is solely and exclusively responsible for the route Carrier actually
takes to deliver any shipment tendered under this Agreement.
e. Carrier shall and does assume full responsibility for all state and federal taxes, assessments, costs and fees, and any and all
contributions, benefits, taxes and any other payments or assessments which may be contemplated by the employment
relationship between Carrier and its employees, agents and servants, including, without limitation, taxes for unemployment
insurance, pensions, workers’ compensation or Social Security. Broker shall not be liable for any of the payroll-related tax
obligations specified above and Carrier shall indemnify, defend, and hold Broker harmless from any claim or liability imposed
or asserted against Broker for any such obligations.
f. Carrier, at its sole cost and expense, shall furnish all equipment required for its Services hereunder and shall maintain all
equipment in good repair and condition in full compliance with the FMCSRs. Carrier recognizes and agrees that Broker has no
duty and no right to direct or control the manner in which Carrier maintains its equipment or the manner in which Carrier
documents its equipment maintenance activities.
g. Broker and Carrier recognize and agree that Broker hereby disclaims any and all carrier duties, all such duties being borne
exclusively by Carrier, and by executing this Agreement, Carrier expressly accepts and affirms said disclaimer.
h. Carrier and Broker acknowledge and agree that this Agreement does not bind the respective Parties to exclusive services to
each other. Either Party may enter into similar agreements with other carriers, brokers, or freight forwarders; provided,
however, that Carrier must do so without violating any of the provisions set forth in Section 7 of this Agreement.
i. Carrier, for itself and on behalf of all agents and subcontractors, must waive any lien that may exist against Goods. Carrier
shall not withhold delivery of any Goods due to any dispute with Broker, Customers, shippers, consignees or any other parties.

9. EXPENSES. Carrier shall be solely responsible for all costs and expenses incurred in connection with the maintenance and
operation of Carrier’s equipment, including, but not limited to, fuel, oil, tires, parts, supplies, regular maintenance, periodic
inspections, annual inspections, plates, IFTA taxes, state taxes, road service and repair, towing services and any and all other
licensure, services or equipment necessary or appropriate for the safe operation of Carrier’s vehicles and equipment as required
under applicable law.

10. CO-BROKERING / DOUBLE-BROKERING. Carrier shall not cause or permit any shipment tendered hereunder to be
transported by any other motor carrier or in substituted service by railroad or other modes of transportation. Carrier does not
have the right to subcontract, assign, interline, allocate, broker, co-broker, forward, or tender any cargo tendered to Carrier under
this Agreement to any third party or subcontractor without Broker’s prior written consent, and in such case only if Carrier has valid
and applicable brokerage authority with the FMCSA. Carrier does not have the right in any way to negate, eliminate, circumvent,
alleviate or reduce Carrier’s liability to Broker or Broker’s Customers, and any attempt to do so shall be null and void. If Carrier
breaches this provision, Broker shall have the right to withhold payment to Carrier and to pay the monies it would otherwise owe

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to Carrier directly to the delivering carrier in lieu of payment to Carrier, with no further recourse by Carrier against Broker.
Notwithstanding the foregoing, Carrier shall not be released from any liability to Broker under this Agreement by virtue of Broker
paying the delivering motor carrier directly in lieu of payment to Carrier. Carrier shall be liable for any and all damages, including
but not limited to consequential damages and attorneys’ fees, arising out of any violation of the requirements set forth in this
Section.

11. MODIFICATION/WAIVER; SEVERABILITY; INTERPRETATION. No modification of this Agreement, and no waiver of any
breach of this Agreement will be effective unless in writing and signed by an authorized representative of the Party against whom
enforcement is sought. Should Carrier modify any provision of this Agreement, whether in handwritten form, modified text or
otherwise, such amendment shall not be effective unless Broker has initialed such change in close proximity thereto evidencing
Broker’s specific acceptance of such modification. No waiver of any breach of this Agreement and no course of dealing between
the Parties will be construed as a waiver of any subsequent breach of this Agreement, nor shall it affect or limit the right of either
Party to thereafter enforce such a term or provision. The provisions of this Agreement are severable. If a court of competent
jurisdiction declares any provision of such is held to be invalid, illegal or unenforceable, such provision shall be reformed or deleted
and the validity, legality or enforceability of the remaining provisions will in no way be affected or impaired thereby. Each Party
acknowledges that this Agreement has been the subject of active and complete negotiations, and that this Agreement should not
be interpreted or construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors
participated in the preparation of this Agreement. Section headings are provided for convenience only and are not to be used to
construe or interpret this Agreement. Whenever the words “include” or “including” are used in this Agreement, they will be
deemed to be followed by the words “without limitation.”

12. ASSIGNMENT AND TRANSFER. Carrier is not permitted to assign any of its rights nor delegate any of its duties under this
Agreement without the prior written consent of Broker. Any unauthorized assignment or delegation will be null and void. Subject
to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties’ successors and assigns.

13. FACTORING. Carrier shall provide Broker written notice of any assignment, factoring or other transfer of its right to receive
payment arising under this Agreement at least thirty (30) days prior to such assignment, factoring, or other transfer that may
affect Broker’s payment obligations. Broker is not obligated to honor any factoring, assignment or other transfer of Carrier’s right
to receive payments unless such notice is properly and timely provided to Broker. Broker shall have the right to request and
Carrier hereby agrees to provide any further documentation or information Broker requires in order to ensure the authenticity and
payment requirements of the factoring arrangements. Broker’s payment obligations shall not be subject to more than one
factoring / assignment agreement at any one time. Any and all factoring agreements are subordinate to and subject to the terms
of this Agreement irrespective of whether and/or when Broker receives notice of such factoring agreement(s). Carrier shall
defend, indemnify and hold Broker and Broker’s Customers harmless from and against any and all lawsuits, claims, actions,
damages, costs, liabilities or liens, including attorneys’ fees, arising out of or imposed upon Broker or Broker’s Customers in
connection with any factoring or assignment or transfer of any account or right or payment obligation otherwise owed to Carrier.

14. NOTICES. All notices required or permitted under this Agreement shall be in writing, signed by or on behalf of the Party
giving the notice, and sent to the other Party at its main office via certified mail, postage prepaid, return receipt requested, or by
nationally recognized overnight courier service, or by facsimile or electronic mailing, if such facsimile or electronic mailing is
followed by delivery of a copy via certified mail or nationally recognized overnight courier service.

15. GOVERNING LAW. Both Parties hereby agree that this Agreement will be construed as having been made in, and shall be
governed in accordance with the laws of the State of Ohio, except to the extent that federal transportation laws and regulations
preempt those laws, without giving effect to conflict of law or choice of law provisions which would result in the application of any
law other than Ohio law. The Parties hereby stipulate, agree and consent to the exclusive jurisdiction of the state courts situated
in Hamilton County, Ohio, over any litigation between the Parties arising hereunder. Carrier shall pay all costs, expenses and
attorney fees which may be expended or incurred by Broker or Broker’s Customers in enforcing this Agreement or any provision of
this Agreement, or in exercising any right or remedy of Broker or Broker’s Customers against Carrier, or in any litigation arising
out of or relating to any act or omission of Carrier that relates to any shipment transported under this Agreement, or in any
litigation that relates to any claim for loss or damage to cargo tendered to Carrier under this Agreement. For all purposes herein,
Broker shall have the sole, exclusive right to choose its counsel and the sole, exclusive right to determine if Broker’s counsel’s fees
and costs are reasonable, subject only to a ruling rendered by a court of competent jurisdiction.

16. COUNTRY OF ORIGIN LABELING (COOL). Carrier hereby acknowledges and agrees that certain County of Origin Labeling
(COOL) laws and regulations may apply to shipments transported by Carrier under this Agreement. Broker makes no
representations to Carrier as to whether any shipment tendered to Carrier under this Agreement is in compliance with any
applicable COOL laws and regulations, if any; it being expressly understood and agreed that Broker does not participate in or

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direct any aspect of the cultivation, manufacture or production of the commodity being transported, nor does Broker participate in
or direct the manner in which the commodity is labeled by its manufacturer, producer or importer.

17. TERM. This Agreement shall be for a period of one (1) year from the Effective Date and shall automatically renew for
additional one (1) year periods, unless canceled by either party by thirty (30) days written notice to the other.

18. FORCE MAJEURE. In the event that a Party is materially unable to perform any of its obligations hereunder because of
strike, natural disasters, Acts of God, riots, wars, governmental action, or other event of force majeure beyond such Party's
control, then such Party shall, upon notice to the other Party thereof, be relieved from its performance of such obligations to the
extent, and for the duration, that such performance is prevented by such events; provided that such Party at all times uses all
reasonable efforts to resume such performance.

19. COUNTERPARTS. Original signatures transmitted and received via facsimile or other electronic transmission of a scanned
document, (e.g., pdf or similar format) are true and valid signatures for all purposes hereunder and shall bind the Parties to the
same extent as that of an original signature. Any such facsimile or electronic mail transmission shall constitute the final
agreement of the Parties and conclusive proof of such agreement. This Agreement may be executed in one or more counterparts,
each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.

20. ENTIRE UNDERSTANDING. This Agreement includes all attachments hereto, including, without limitation, any exhibits,
addenda, or Schedule(s). The Parties agree that this Agreement constitutes the exclusive and entire agreement between the
Parties with respect to its subject matter and, as of its Effective Date, supersedes all prior or contemporaneous agreements,
negotiations, representations and proposals, written or oral, relating to the Services and any other dealings of any nature or type
between Broker and Carrier. Broker will not be bound by nor liable to Carrier for any representation, promise or inducement made
by any agent or employee of Broker that is not embodied in this Agreement.

21. EQUAL OPPORTUNITY. In the performance of Service pursuant to this Agreement, the Parties hereto shall comply with the
equal opportunity provisions as set forth in Federal Acquisition Regulation (FAR) § 52.222-26.

IN WITNESS WHEREOF, by the signatures of their duly authorized representatives below, the Parties, Custom Pro Logistics, LLC
and Carrier, intending to be legally bound, agree to all of the provisions of this Agreement.

Tik Trans LLC

CUSTOM PRO LOGISTICS, LLC
(BROKER) (CARRIER)

Authorized Signature Authorized Signature

Dominica Carimculova
Devin Reilly
Printed Name Printed Name
Dominica Carimculova
President & CEO
Title Title
8327777546

Phone
tik.trans.llc@gmail.com

Email
tik.trans.llc@gmail.com

Address:
225 Flour Daniel Sugarland, TX 77479

City, State, Zip:

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 Audit Trail

Title
CPL Carrier Packet 2020
File Name
CPL Carrier Packet V12.19.22 (1)-min.pdf
Document ID
074ef5ca01255c547cbcd42437e3487f244a223e
Audit Trail Date Format
MM / DD / YYYY
Status Completed

07 / 13 / 2020 Viewed by - (tik.trans.dispatch@gmail.com)

16:34:46 UTC IP: 95.142.88.193

07 / 13 / 2020 Signed by - (tik.trans.dispatch@gmail.com)

16:50:03 UTC IP: 95.142.88.193

07 / 13 / 2020 The document has been completed.

16:50:03 UTC