Broker to Broker Agreement

1.CO-BROKER REPRESENTS AND WARRANTS THAT IT:

A.Is a Registered Property Broker in good standing, holding active FMCSA broker authority (MC# stated above), and shall maintain such authority, and its surety bond or trust fund under 49 U.S.C. §13906, in full force throughout the term of this Agreement.

B.Is not, and shall not act as, a motor carrier under this Agreement, and assumes no motor carrier responsibility for cargo loss or damage. CO-BROKER's role is limited to arranging for, but not performing, the transportation of freight tendered to it under this Agreement.

C.Shall engage only motor carriers that: (i) hold active operating authority issued by FMCSA; (ii) do not carry an "Unsatisfactory" safety rating; (iii) carry cargo, auto liability, and general liability insurance meeting or exceeding the minimums set forth in Paragraph 3.D below; and (iv) are not, to CO-BROKER's knowledge, subject to any FMCSA out-of-service order. CO-BROKER shall verify each such carrier's authority, insurance, and safety rating prior to tendering any shipment to that carrier and shall retain documentation of that verification for the duration of this Agreement and any applicable claims period.

D.Shall not further re-broker, co-broker, subcontract, or assign any shipment tendered by BROKER to any other broker or intermediary, and shall tender each shipment directly to a Registered Motor Carrier of Property, absent BROKER's prior written consent. Unauthorized double-brokerage of any shipment shall constitute a material breach of this Agreement, and, in addition to all other remedies available at law or in equity, shall entitle BROKER to withhold payment, to pay the carrier that actually transported the freight directly, and to recover from CO-BROKER all costs, fees, and consequential damages arising from such breach.

E.Makes the representations herein for the purpose of inducing BROKER to enter into this Agreement and to tender freight to CO-BROKER, and acknowledges that BROKER is relying on these representations in doing so.

F.Is in and shall maintain compliance during the term of this Agreement with all applicable federal, state, and local laws governing property brokers, including but not limited to 49 U.S.C. §13901 et seq., 49 C.F.R. Part 371 (broker recordkeeping and conduct), and, to the extent applicable to any shipment, HAZMAT, food safety (including the Food Safety Modernization Act and the Sanitary Food Transportation Act of 2005), and cargo securement regulations applicable to the carriers it engages. CO-BROKER agrees to provide proof of compliance upon request.

G.Will notify BROKER immediately, in writing, if its FMCSA broker authority is revoked, suspended, or rendered inactive for any reason; if it is sold or undergoes a change in control; or if its surety bond, trust fund, or any insurance required hereunder is threatened to be, or is, terminated, cancelled, suspended, or revoked.

H.Does not have, and will notify BROKER immediately in writing if it receives, an "Unsatisfactory" or "Conditional" safety-related designation from any regulatory authority applicable to its brokerage operations.

I.Shall defend, indemnify, and hold BROKER and BROKER's shipper customers harmless from any and all claims, actions, fines, or damages, including reasonable attorneys' fees as they accrue, arising out of: (i) CO-BROKER's selection, vetting, or engagement of any motor carrier; (ii) any act or omission of a motor carrier engaged by CO-BROKER; (iii) any breach of CO-BROKER's representations and warranties under this Agreement; or (iv) any unauthorized double-brokerage or misrepresentation of carrier identity or authority.

2.BROKER RESPONSIBILITIES:

A.SHIPMENTS & INFORMATION: BROKER shall provide CO-BROKER with the place of origin and destination of each shipment tendered hereunder and, where applicable and timely known to BROKER, any special handling instructions, special equipment requirements, HAZMAT classification, or declared value in excess of the amount specified in Paragraph 3.C(vi) below.

B.RATE CONFIRMATIONS: BROKER shall issue a written rate or load confirmation for each shipment, which, once confirmed in writing by both Parties (including by email or fax), shall be incorporated herein by reference. Any accessorial charges (detention, stop-offs, layover, fuel surcharge, or similar) shall be valid only if agreed to in a signed writing.

C.PAYMENT: BROKER shall pay CO-BROKER's invoice within thirty (30) days of receipt of the invoice, proof of delivery, and any supporting documentation reasonably required by BROKER, provided CO-BROKER is not in default under this Agreement. Payment by BROKER to CO-BROKER shall not be contingent upon BROKER's own receipt of payment from its shipper customer, except as the Parties may otherwise agree in writing for a specific shipment.

D.BROKER's responsibility under this Agreement is limited to arranging for, but not actually performing, transportation of the shipper's freight, and to remitting payment to CO-BROKER for freight properly tendered, transported, and invoiced in accordance with this Agreement.

E.BROKER will notify CO-BROKER immediately in writing if BROKER's own FMCSA broker authority is revoked, suspended, or rendered inactive for any reason, or if it is sold or undergoes a change in control.

3.CO-BROKER RESPONSIBILITIES:

A.CARRIER SELECTION: CO-BROKER shall select and tender each shipment to a Registered Motor Carrier meeting the standards set forth in Paragraph 1.C above, and shall obtain a signed rate or dispatch confirmation, and a bill of lading in compliance with 49 C.F.R. §373.101, for each shipment.

B.BILLS OF LADING AND CARRIER LIABILITY: CO-BROKER shall ensure that the motor carrier it engages issues and signs a bill of lading for each shipment, and that such carrier assumes liability for the freight from the time of pickup until delivery to the consignee, consistent with the Carmack Amendment, 49 U.S.C. §14706. Nothing in this Agreement shall be construed to make CO-BROKER liable as a motor carrier for cargo loss or damage properly attributable to the carrier under the Carmack Amendment; provided, however, that CO-BROKER shall remain liable to BROKER for any loss, damage, fine, or liability arising from CO-BROKER's failure to properly vet, select, or monitor the carrier as required under Paragraph 1.C.

C.LOSS & DAMAGE CLAIMS:

(i)CO-BROKER shall promptly notify BROKER of any cargo loss, damage, or theft claim of which it becomes aware, and shall cooperate with BROKER and the applicable carrier in processing such claims in compliance with 49 C.F.R. §370.1 et seq.

(ii)CO-BROKER shall use commercially reasonable efforts to cause its engaged carrier to pay, decline, or make a settlement offer in writing on all cargo loss or damage claims within thirty (30) days of receipt of the claim, consistent with 49 C.F.R. §370.9.

(iii)Except for CO-BROKER's own indemnification obligations under Paragraph 1.I, CO-BROKER's exposure for cargo loss, damage, or theft for any one shipment shall not exceed $100,000 unless CO-BROKER is notified by BROKER of an increased declared value prior to shipment pickup.

D.INSURANCE: CO-BROKER shall furnish BROKER with a Certificate of Insurance, or insurance policies providing not less than thirty (30) days' advance written notice of cancellation or termination, evidencing at least the following minimum coverages, whether held directly by CO-BROKER or by the motor carriers it engages, as applicable: contingent cargo legal liability, $100,000.00; contingent auto liability, $1,000,000.00; broker's errors & omissions (or contingent broker liability) coverage in a commercially reasonable amount; and, for any HAZMAT shipment, $5,000,000.00 in environmental/pollution liability coverage carried by the engaged carrier.

E.ASSIGNMENT OF RIGHTS: CO-BROKER automatically assigns to BROKER all of its rights to collect freight charges from any shipper or responsible third party upon CO-BROKER's receipt of payment of its charges from BROKER, to the extent any such rights exist.

F.TAXES: CO-BROKER assumes full responsibility for all applicable federal, state, and local taxes, including payroll and self-employment taxes, arising from its own operations and those of any subcontracted carrier, and shall indemnify, defend, and hold BROKER harmless from any claim or liability arising from such obligations.

G.NO AGENCY WITH SHIPPER: CO-BROKER shall not represent to any shipper, consignee, or carrier that it is BROKER's agent, partner, or joint venturer, and shall not contact BROKER's shipper customers directly regarding rates, service, or claims without BROKER's prior written consent, except as reasonably necessary to complete delivery of a specific shipment.

4.MISCELLANEOUS:

A.INDEPENDENT CONTRACTORS: The relationship of the Parties shall at all times be that of independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership, principal/agent, fiduciary, or employer/employee relationship. Each Party shall have exclusive control over its own employees, agents, and subcontracted carriers.

B.NON-EXCLUSIVE AGREEMENT: This Agreement does not bind either Party to exclusive dealings with the other. Either Party may enter into similar agreements with other brokers, carriers, or freight forwarders.

C.WAIVER: Failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of that provision or of any subsequent breach.

D.DISPUTES: Any dispute arising out of this Agreement, including but not limited to statutory claims, shall be resolved by binding arbitration under the rules of the American Arbitration Association (AAA), or, absent agreement on an administering body, at BROKER's sole discretion. Arbitration shall be commenced within eighteen (18) months of the date of delivery, or scheduled date of delivery, of the freight giving rise to the dispute, whichever is later. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction, and shall be accompanied by a written opinion explaining the rationale for the decision. The prevailing party shall be entitled to recover its costs, expenses, and reasonable attorneys' fees. Either Party may apply to a court of competent jurisdiction for injunctive relief. Unless preempted by federal transportation law, the laws of the State of Illinois shall govern, notwithstanding conflict-of-laws principles.

E.NO BACK SOLICITATION: Unless otherwise agreed in writing, CO-BROKER shall not, for a period of twenty-four (24) months following termination of this Agreement, knowingly solicit or accept freight directly from any shipper, consignor, or consignee first tendered to CO-BROKER by BROKER under this Agreement. Breach of this provision shall entitle BROKER, for twenty-four (24) months following the last shipment transported under this Agreement, to a commission of twenty percent (20%) of the gross transportation revenue received by CO-BROKER for such freight, as liquidated damages, in addition to injunctive relief and recovery of costs and reasonable attorneys' fees.

F.CONFIDENTIALITY: The Parties agree that all financial information, rates, margins, customer identities, shipping requirements, and other proprietary information shared or learned in the course of this Agreement shall be treated as confidential and shall not be disclosed or used for any purpose without the disclosing Party's prior written consent. The Parties agree that a breach of this provision may cause irreparable harm for which monetary damages are an inadequate remedy, entitling the non-breaching Party to injunctive relief in addition to all other remedies, together with costs and reasonable attorneys' fees.

G.MODIFICATION: This Agreement may not be amended except by a writing signed by both Parties. The terms of this Agreement shall supersede and prevail over any conflicting terms in any load confirmation, rate confirmation, or dispatch sheet, whether executed before, contemporaneously with, or after this Agreement.

H.NOTICES: All notices required under this Agreement shall be in writing and delivered by return-receipt mail, confirmed fax, or email with electronic confirmation of receipt, to the addresses set forth herein or as subsequently updated in writing. Each Party shall promptly notify the other of any claim asserted against it arising from performance under this Agreement.

I.TERM: This Agreement shall commence on the date first written above and continue for one (1) year, automatically renewing for successive one-year terms unless terminated by either Party upon thirty (30) days' prior written notice, with or without cause. Termination shall not relieve either Party of its obligation to complete performance of shipments already in progress, nor affect any right or obligation that by its terms survives termination (including, without limitation, indemnification, confidentiality, and no-back-solicitation obligations).

J.SEVERABILITY: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

K.COUNTERPARTS: This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original.

L.FORCE MAJEURE: Neither Party shall be liable for failure to perform (other than payment obligations) due to causes beyond its reasonable control, including war, riot, acts of God, acts of governmental authority, fire, or labor disputes. Economic hardship shall not constitute force majeure.

M.ENTIRE AGREEMENT: This Agreement, together with any incorporated rate or load confirmations, constitutes the entire understanding of the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, written or oral, relating thereto.