Please be advised that Allied Transport Logistics utilizes the services of a carrier and insurance monitoring company, Payne West Insurance, Inc.

In order to be approved to transport loads brokered by Allied Transport Logistics, LLC. (“ATL”) a Certificate of Insurance listing “Payne West Insurance, Inc.& Allied Transport Logistic” as the certificate holder is required. Such Certificate needs to be sent to Payne West Insurance, Inc.& Allied Transport Logistic by your insurance agent or insurance company within an hour of receiving your carrier packet from ATL (during regular business hours).

Please cooperate with this request; as they provide us with an extremely valuable service.

The Certificate Holder section of the Certificate should be completed as follows:

Certificate Holder information:

Payne West Insurance
811 N. Coast Highway
Newport, OR 97365

Allied Transport Logistics LLC
1600B SW Dash Point RD #205 Federal way 98023

Send Certificate to:

jrussell@paynewest.com and Logistics@atlnw.com

If you have any questions or concerns regarding Please call 253-335-1706

Thank you for your cooperation,
Allied Transport Logistics
Carrier Compliance Team
Logistics@atlnw.com

WHEREAS, BROKER, a property transportation broker registered with the United States Department of Transportation Federal Motor Carrier Safety Administration (“DOT”) to operate pursuant to Docket No. MC-071633-B, is interested in engaging CONTRACTOR to provide certain transportation and other related incidental services (the “Services”) for the shipment of BROKER’S customer’s(s’) (individually the “Customer” and collectively the “Customers”) cargo in accordance with the terms and conditions set forth in this Agreement;

WHEREAS, CONTRACTOR is highly skilled and has the registrations, expertise and qualified personnel necessary and desires to perform such services for BROKER and the Customers; and

NOW THEREFORE, in consideration of the mutual promises described herein and for other good and valuable consideration, BROKER and CONTRACTOR hereby agree as follows:

1. Article I. Transportation Services
   1. Engagement of Services. BROKER, from time to time in its sole discretion, may arrange for the transportation of shipments by CONTRACTOR for the Customers who shall be third party beneficiaries of CONTRACTOR’S obligations under this Agreement. This Agreement is intended to be non-exclusive to the parties; however, when transporting the cargo of a Customer, CONTRACTOR shall in all cases devote the applicable vehicle to the exclusive use of BROKER and/or such Customer.
   2. No Liens; Impound. CONTRACTOR shall not withhold delivery of any freight due to any dispute with BROKER regarding freight charges or otherwise. CONTRACTOR shall not have any lien, and hereby waives and releases its right to any statutory and common law liens which it might otherwise have upon any cargo transported or stored by CONTRACTOR or in the possession of CONTRACTOR pursuant to this Agreement. If CONTRACTOR’S equipment is impounded for any reason, CONTRACTOR shall pay all expenses associated with immediate release of the shipment from impound.
   3. Applicability of 49 U.S. Code Section 14101(b). To the extent applicable, BROKER and CONTRACTOR agree that this Agreement is entered into pursuant to 49 U.S. Code Section 14101(b) for the purpose of providing and receiving specified services under specified rates and conditions, and hereby expressly waive, pursuant to 49 U.S. Code Section 14101(b), to the extent they conflict with this Agreement, any and all rights and remedies under Part B, Subtitle IV, Title 49, U.S. Code, and any similar or equivalent rights and remedies allowed under 49 U.S.C. §14101 and under any applicable Canadian federal, provincial or territorial legislation or regulations.
   4. Carrier Obligations. CONTRACTOR represents and covenants to BROKER and the Customers as follows:
      1. CONTRACTOR’S Operating Authority. Depending on whether CONTRACTOR is operating in interstate or intrastate commerce, it is:
         1. a motor carrier registered with the DOT, or
         2. an intrastate motor carrier registered, if required, with the applicable State in the U.S. where CONTRACTOR operates.
      2. CONTRACTOR’S Safety Rating.
         1. CONTRACTOR will maintain, at all times during this Agreement, a “Satisfactory” DOT safety rating if CONTRACTOR’S safety has been rated by the DOT.
         2. If CONTRACTOR operates in intrastate commerce in any state that assigns a safety rating, CONTRACTOR will maintain, at all times during this Agreement, a “Satisfactory” DOT safety rating if CONTRACTOR’S safety as been rated by an agency of that state.
      3. Notice of Conditional or Unsatisfactory Rating. If, at any time during this Agreement, CONTRACTOR’s safety rating in any U.S. jurisdiction changes from “Satisfactory” to “Conditional” or “Unsatisfactory”, CONTRACTOR shall immediately provide BROKER with written notification of that fact and of action which CONTRACTOR has taken or will take to ensure the safety of CONTRACTOR’S operations and to correct the change in CONTRACTOR’S safety rating and BROKER reserves the right to terminate this Agreement immediately. If the safety rating changes to “Unsatisfactory”, CONTRACTOR shall immediately provide BROKER with written notification of that fact and cease all operations involved with the movement of freight for BROKER and Customer.
      4. CONTRACTOR agrees to furnish documents to BROKER evidencing its operating authority, registrations, and safety fitness certificates.
      5. CONTRACTOR shall, at its sole cost and expense, provide competent, licensed personnel to operate CONTRACTOR’S truck tractors, trailers, motor vehicles and other equipment and to perform the Services for any/all cargo (including, if applicable, hazardous materials from the point of origin to the point of delivery. While at/on Customer’s facilities, CONTRACTOR’S employees and agents will strictly adhere to all of the Customer’s rules, including without limitation posted speed limits, safety and security regulations, and access, smoking and concealed weapons prohibitions.
      6. CONTRACTOR shall, at its sole cost and expense, provide motor transportation equipment and pay all maintenance and repair expenses and all administrative expenses (such as licenses, permits, tolls and taxes) in connection with the use and operation of such equipment to perform the Services. CONTRACTOR shall comply with all applicable United States, Canada and Mexico federal, state, provincial and local/municipal laws, by-laws, ordinances, rules and regulations. CONTRACTOR shall ensure that CONTRACTOR’S trailers offered for loading of cargo to be transported under this Agreement, interior and exterior (conditions permitting), shall be clean, odorfree, dry, leak-proof and free of contamination and infestation. CONTRACTOR’S trailers offered for loading of cargo to be transported under this Agreement shall never have been used to transport refuse, garbage, trash or hazardous waste.
      7. CONTRACTOR shall protect and preserve all cargo and shall safely transport all cargo with prompt and reasonable dispatch in accordance with the scheduled pickup and delivery requirements of BROKER and the Customers; to the extent reasonably possible, inspect the loaded shipment to determine that it has been satisfactorily loaded in full compliance with all applicable rules and regulations, determine that the loaded shipment is ready for transport, and deliver such loads at delivery points in the same condition as received.
   5. Subcontractor and Interline Carriers. This Agreement is entered into with CONTRACTOR as a carrier, not as a broker. CONTRACTOR shall NOT interline or subcontract to other carriers shipments tendered to CONTRACTOR under this Agreement without the prior written consent of BROKER. CONTRACTOR shall not “transfer” its obligations to a sister or affiliate company without prior written consent of BROKER. Brokering, assigning or interlining this shipment without prior written consent of BROKER shall release BROKER, Customer and Consignee from any obligation of payment to CONTRACTOR. Payment by BROKER regarding such a shipment shall not constitute waiver of this provision with respect to any other shipment.
      1. In the event any portion of the Services contemplated by this Agreement is interlined or subcontracted, with or without BROKER’S written consent, by CONTRACTOR to another carrier, CONTRACTOR shall remain responsible to BROKER for full and proper performance of the obligations of CONTRACTOR under this Agreement as if all of such Services were performed directly by CONTRACTOR (including, but not limited to compliance with all applicable United States, Canada and Mexico federal, state, provincial and local/municipal laws, by-laws, ordinances, rules and regulations, DOT and other safety ratings and registrations, insurance required by this Agreement, adherence to all Customer rules and requirements, and indemnification required by this Agreement).
      2. CONTRACTOR shall be liable for payment of any compensation due CONTRACTOR’S interlined or subcontracted carrier(s) for any Services performed pursuant to this Agreement by such interlined or subcontracted carrier(s) at the direction of CONTRACTOR. CONTRACTOR agrees to defend, indemnify and hold BROKER and the Customers harmless from any and all compensation due CONTRACTOR’S interlined or subcontracted carrier(s) for performance of any Services pursuant to this Agreement.
   6. Broker Bond. BROKER shall maintain a surety bond /trust fund as agreed to in the amount of $75,000.00 and on file with the Federal Motor Carrier Safety Administration (FMCSA) in the form and amount not less than that required by that agency’s regulations.
   7. Broker Services. BROKER’s responsibility is limited to arranging for, but not actually performing, transportation of a shipper’s freight.
2. Article II. Customer Specific Addenda
   1. Customer Specific Addenda. BROKER and CONTRACTOR may enter into one or more Customer specific written addenda executed by BROKER and CONTRACTOR (a “Customer Specific Addendum”) to this Agreement for the purpose of amending this Agreement to add provisions, which will be applicable to a specific named Customer. If any provision contained in a Customer Specific Addendum to this Agreement conflicts with any provision contained in this Agreement, the provision contained in the Customer Specific Addendum to this Agreement shall govern.
3. Article III. Shipment Procedures
   1. Shipment Tendering and Acceptance. BROKER will send CONTRACTOR a shipment tender via Electronic Data Interchange (“EDI”), BROKER’S Internet Connectivity (“INET”) or Electronic mail (“E-MAIL”) with the following minimum information: BROKER’S order number, origin, destination, pickup and delivery dates and times. CONTRACTOR will acknowledge the acceptance of the shipment tender through an EDI process, an INET process or an E-MAIL..
   2. In-Transit Communication.
      1. CONTRACTOR, at its sole cost and expense, will provide BROKER with shipment status updates including, without limitation, through EDI, INET, EMAIL and/or PHONE. Information transmitted in this manner shall include: (i) notification upon arrival for scheduled pick-up, (ii) the time the pick-up is effective, (iii) notification upon arrival at scheduled delivery point, and (iv) the time the delivery is completed. All of these automated status updates must be completed within two (2) hours of an event occurrence if between 8am and 5pm CST. If after hours, by 8am the following business day. In addition BROKER may require in-transit shipment status at a rate of one (1) in-transit status update per day for loads which exceed five hundred (500) miles, Bill of Lading information and/or any agreed upon exceptions, special service requirements and similar matters.
      2. CONTRACTOR agrees to notify BROKER by telephone and CONTRACTOR’S insurers in accordance with applicable insurance policies, as soon as possible, in the event any of the following occurs in connection with a shipment to which this Agreement applies: (i) any action on the part of a governmental authority (e.g. Customs) or of an accident, spill, theft or other occurrence, which has caused or could cause loss of all or part of a shipment; (ii) damage to all or part of a shipment; (iii) delay in CONTRACTOR’S making a complete delivery to the consignee or refusal of all or part of a shipment; (iv) notation of any overage, shortage and/or shipment damage at time of delivery of a shipment; and/or (v) loss or damage to other property or injury to or death of person(s).
   3. Shipping Documentation. All cargo transported by CONTRACTOR pursuant to this Agreement shall be deemed to be transported under the terms of the Uniform Straight Bill of Lading. Unless otherwise specified by BROKER, the Bill of Lading shall be completed as follows:
      1. CONTRACTOR shall be shown as the carrier, the shipper shall be shown as the consignor and the receiver shall be shown as the consignee.
      2. For each pickup, CONTRACTOR will sign the Bill of Lading, which will serve as prima facie evidence of receipt of the shipment by CONTRACTOR in good order and condition, except as otherwise noted on the face of the Bill of Lading.
      3. Upon delivering a shipment, CONTRACTOR will obtain a signature and a noted delivery date from the consignee on the Bill of Lading. Any discrepancies including, but not limited to, shortage, damage and/or missing or broken seal shall be noted by CONTRACTOR or consignee on the Bill of Lading at time of delivery.
      4. The parties agree that the limitations of liability set forth in the Bill of Lading shall not apply to carriage under this Agreement.
4. Article IV. Rates, Charges And Terms
   1. Rates. Rates shall be contracted rates, which shall be established by BROKER and CONTRACTOR through signed spot rates. In no event shall either party’s tariff rates apply. Spot rates shall be communicated by BROKER to CONTRACTOR via an EDI or by EMAIL. CONTRACTOR will acknowledge the acceptance of the rate in writing or by actual acceptance of the tendered shipment. The rates, charges and terms set forth in this Agreement, in a spot rate confirmation, are incorporated into this Agreement by reference and shall apply to the exclusion of any different rates, charges or terms which may be referred to in a Bill of Lading, conditions of carriage, delivery receipt, rules circular, tariff (whether filed, published or independently determined) or other shipping document. BROKER will pay CONTRACTOR for its performance of Services in accordance with such rates, charges and terms.
   2. Verbal Rates. Additionally, any rates, which may be verbally agreed upon, shall be deemed confirmed in writing where CARRIER has billed the agreed rate and BROKER has paid it. All written confirmations of rates, including confirmations by billing and payment, shall be incorporated herein by this reference. Rates or charges, including but not limited to stop-offs, detention, loading or unloading, fuel surcharges, or other accessorial charges, tariff rates, released rates or values, or tariff rules or circulars, shall only be valid when their terms are specifically agreed to in a writing signed by both Parties.
   3. Payment Procedures. CONTRACTOR will invoice BROKER upon the completion of Services. Each invoice will reference BROKER’S order number. BROKER may request that CONTRACTOR provide the original or a correct copy of the Bill(s) of Lading or Shipping Order, Delivery Receipt and/or a copy of the Proof of Delivery and other materials reasonably requested by BROKER. If invoicing by hardcopy, CONTRACTOR must send invoices and required documents to BROKER at the address below:
      
      

      Allied Transport Logistics
      LLC 1600B SW Dash
      Point RD #205 Federal
      way, WA 9802
      Attn: Accounts Payable

      
      

      If invoicing by email or fax, the remit-to information will be noted on the rate confirmation sheet.

      1. Standard Payment Terms. BROKER shall pay invoices on or before thirty (30) days following the receipt by BROKER of the invoice and any requested or required documentation.
      2. Expedited Payment Terms. The parties may agree to expedited payment terms. Such agreement will be set forth in a signed, written addendum to this Agreement.
      3. Waivers. CONTRACTOR agrees that no penalties, interest or late charges will be assessed against BROKER for occasional and inadvertent late payments. CONTRACTOR further agrees that it shall look solely to BROKER for payment for any Services rendered under this Agreement, and expressly waives any statutory or common law rights which it may otherwise have to look to any Customer for such payment. CONTRACTOR shall not, in any event, contact any Customer or consignee regarding payment of any freight bill or any other payment matter whatsoever without the prior express written consent of BROKER. CONTRACTOR acknowledges that any difference between the amounts BROKER pays to CONTRACTOR and collects from a Customer for Services rendered under this Agreement represents BROKER’S compensation for its services. CONTRACTOR must advise BROKER by FAX, EMAIL or other verifiable method of any and all accessorial charges or other charges incurred, in excess of and/or in addition to those agreed and set forth in any spot rate, confirmation or tender, within 24 hours after delivery of the involved shipment. Failure to provide such information could result in failure of BROKER to collect for such charges and, therefore, payment of any such charges shall be at the sole discretion of BROKER. Charges not invoiced to BROKER by CONTRACTOR within one hundred and eighty (180) days of being incurred will be deemed waived by CONTRACTOR.
      4. Overcharges and Undercharges. Any action at law by CONTRACTOR or by BROKER (for itself or for a Customer) to recover undercharges or overcharges pertaining to the transportation and related services provided by CONTRACTOR under this Agreement, shall be commenced not more than six (6) months after CONTRACTOR’S delivery of the subject shipment.
5. Article V. Insurance
   1. Insurance Coverage. At all times during the term of this Agreement, CONTRACTOR shall maintain, at its sole cost and expense, with reputable and reliable insurance underwriters that have an AM Best rating of B+, V or better (for USA based insurance), insurance policies with coverage of not less than the following. If required by applicable law, regulation or rule to maintain a higher amount than the following, that higher amount shall be the minimum:
      1. Base requirements:
         1. Cargo liability insurance covering risks for loss of or damage to shipments, in the minimum amount not less than $100,000 per shipment;
         2. Automobile liability insurance for bodily injury (including injury resulting in death) and loss of or damage to property, in the amount not less than $1,000,000 combined single limit per occurrence;
         3. Worker’s compensation and employer’s liability insurance as required by applicable law; and
         4. Any additional insurance requirements under any and all applicable United States, Canada and Mexico federal, state, provincial and local laws, regulations and rules.
      2. Increased levels; Customer requirements. Some of BROKER’S Customers generally require higher levels of insurance than those specified above. Eligibility for hauling freight will depend upon the levels of insurance specified in CONTRACTOR’S Certificate of Insurance. CONTRACTOR will not be tendered freight for Customers whose requirements CONTRACTOR does not satisfy.
   2. Applicability throughout United States and Canada, and to Interlined or Subcontracted Carrier(s). CONTRACTOR shall ensure that the insurance coverage required as described in this Article V applies throughout the United States and Canada. CONTRACTOR shall also ensure that any interlined or subcontracted carrier(s) providing Services pursuant to this Agreement at the direction of CONTRACTOR maintain the same insurance coverage as is required of CONTRACTOR by this Agreement.
   3. Insurance Policy Procedures. Upon execution of this Agreement and prior to CONTRACTOR providing any Services to BROKER or any Customer, CONTRACTOR shall provide BROKER with certificate(s) of insurance issued by CONTRACTOR’S insurer(s) evidencing that CONTRACTOR has obtained the minimum insurance coverage as described and chosen by CONTRACTOR in Section 5.1 of this Agreement. Each of the insurance policies and each of the certificates of insurance shall specify Allied Transport Logistics LLC. as a certificate holder. Each of the insurance policies shall provide that BROKER be given at least thirty (30) days prior written notice by the applicable insurer prior to any cancellation of, required renewal of or change in the insurance policy. Upon BROKER’S request, CONTRACTOR shall make copies of the insurance policies, including a list of any and all exclusions from the insurer’s liability, available to BROKER.
6. Article VI. Cargo Claims Liability Standards
   1. Cargo Claims Liability Standards. CONTRACTOR shall be liable to BROKER, the Customer or any consignor or consignee of a shipment as set forth in 49 U.S. Code 14706 (The Carmack Amendment) and applicable USA common law for loss of, damage (injury) to or delay in delivery of cargo transported pursuant to this Agreement, occurring while in the possession or under the control of CONTRACTOR or its interlined or subcontracted carrier(s), or resulting from CONTRACTOR’S performance or failure to perform the Services under this Agreement, irrespective of whether the value of the cargo has been declared to CONTRACTOR or its interlined or subcontracted carrier(s), and irrespective of where the loss, damage or delay occurs (in interstate, foreign, intrastate, domestic or trans border commerce originating at a point in and/or destined to a point in the United States or Canada).
   2. Limits of Liability. Any attempt by CONTRACTOR or CONTRACTOR’S interlined or subcontracted carrier(s), to further limit their liability or to amend this Agreement by provisions contained in any shipping document, including without limitation any Bill of Lading, conditions of carriage, delivery receipt, rules circular or tariff (whether filed, published or independently determined), or by any foreign law, regulation or ordinance, whether purported to be incorporated by reference into this Agreement by an attachment or otherwise, shall be deemed null and void. Except as may be set forth in this Agreement or in a Customer Specific Addendum to this Agreement, under no circumstances whatsoever shall any cargo claim liability be subject to deductibles, released rates, surcharges or any other like or similar device designed to reduce CONTRACTOR’S liability. Notwithstanding any other provision to the contrary contained in this Agreement, CONTRACTOR shall not be liable for any loss of, damage (injury) to or delay in delivery of cargo originating at a point in/or destined to a point in Mexico occurring while in the possession or under the control of a Mexican carrier, freight forwarder or customs broker, regardless of whether any such Mexican carrier was selected, interlined and/or subcontracted by CONTRACTOR, BROKER, the Customer, a freight forwarder or a customs broker.
   3. Handling and Processing of Claims. Except as specifically set forth to the contrary herein, all claims for overage, shortage, loss, damage or delay and any salvage arising therefrom under this Agreement shall be submitted to CONTRACTOR by BROKER or Customer and handled and processed in accordance with 49 C.F.R. Part 370, irrespective of whether the value of the cargo has been declared to CONTRACTOR or its interlined or subcontracted carrier(s), and irrespective of where the loss, damage or delay occurs (in interstate, foreign, intrastate, domestic or trans border commerce originating at a point in and/or destined to a point in the United States or Canada). CONTRACTOR shall acknowledge receipt of all such claims within thirty (30) days and shall pay, settle or deny all claims within one hundred twenty (120) days of receipt. For each claim not resolved within ninety (90) days due to either non-response by CONTRACTOR or denial of a claim for which evidence supports validity of the claim, BROKER may give thirty (30) days written notice to CONTRACTOR of BROKER’S intention to automatically deduct the amount of the claim from any monies owed by BROKER to CONTRACTOR (“Auto-Deduct”) at one hundred twenty (120) days of receipt. If Auto-Deduct occurs and CONTRACTOR subsequently provides BROKER with sufficient proof supporting denial of the claim, BROKER will release the applicable amount to CONTRACTOR.
   4. Branded or Labeled Cargo. In the event branded or labeled cargo is damaged, CONTRACTOR agrees to obtain and follow BROKER’S and/or Customer’s specific instructions regarding disposal or salvage, if any, of the cargo.
   5. Special and/or Consequential Damages. Nothing contained in this Agreement shall be construed to render CONTRACTOR liable for any special or consequential damages on account of delay in delivery of a shipment to which this Agreement applies unless CONTRACTOR by its authorized representative thereafter specifically assumes such liability in writing and accepts, prior to tender, the responsibility to provide such Services for the shipment.
7. Article VII. Indemnification
   1. Indemnification. CONTRACTOR shall indemnify, defend and hold harmless BROKER, its officers, directors, shareholders, members, employees, agents, subsidiaries and affiliated companies of each of them and their respective directors, officers, employees and agents (individually “Indemnitee” and collectively “Indemnitees”), from and against any and all fines, penalties, losses, damages, injuries, expenses, costs (including attorneys’ fees), claims, demands, liabilities, actions, and judgments (“Liability”) for bodily injury to or death of any person (including injury to or death of any employee or agent of CONTRACTOR), or for loss of or damage to property (other than cargo covered by Article VI of this Agreement) including loss of use thereof, or for damage to the environment, or for cleanup or remediation of any leak, spill or contamination, resulting or arising directly or indirectly from the negligent act(s) or omission(s) of CONTRACTOR, its independent contractor(s) or subcontracted carrier(s) or their respective employees or agents, and arising out of or in connection with CONTRACTOR’s discharge of, or failure to discharge, its duties and responsibilities as specified in this Agreement. This indemnity shall not apply to an Indemnitee to the extent any such Liability is caused or contributed to by the negligent act(s) or omission(s) of such Indemnitee. For purposes of CONTRACTOR’s indemnification obligations under this Agreement only, CONTRACTOR specifically and expressly waives as to and for the benefit of the Indemnitees only (but not as to or for the benefit of any employee or agent of CONTRACTOR) any immunity that may be granted CONTRACTOR under any state, provincial and/or federal industrial insurance or workers’ compensation laws or regulations or other state, provincial and/or federal laws or regulations, for any and all claims related to or arising out of any injury to or death of any employee or agent of CONTRACTOR. Further, CONTRACTOR’s indemnification obligations under this Agreement shall not be limited in any way by any limitation on any benefits CONTRACTOR is obligated to pay any of its employees or agents under any state, provincial and/or federal industrial insurance or worker’s compensation laws or regulations or other state, provincial and/or federal laws or regulations.
      
      

      Each party shall give the other party prompt notice of any such Liability coming within the purview of these indemnities. The Indemnitor shall assume the defense of any such Liability and shall, upon the request of the Indemnitee, allow the Indemnitee to participate in the defense thereof, such participation to be at the expense of the Indemnitee. The Indemnitee shall, in any case, cooperate fully with the Indemnitor in the defense and shall, at its expense, provide all relevant documents, witnesses and other assistance within its possession or control upon the reasonable request of the Indemnitor. Settlement by the Indemnitee without the Indemnitor's prior written consent shall release the Indemnitor from the indemnity as to the Liability so settled. Termination of this Agreement shall not affect the continuing obligations of each of the parties as Indemnitor hereunder with respect to any negligent act(s) or omission(s) falling within the purview of the foregoing Indemnities, which shall have occurred prior to such termination.

      Except to the extent caused by the negligent act(s) or omission(s) of BROKER or a Customer, CONTRACTOR shall pay any and all taxes, together with fines, penalties or interest thereon, imposed or levied by any United States federal, state, or local taxing authority having jurisdiction over the operation, use, maintenance or ownership of the vehicles and CONTRACTOR’S provision of the Services; and CONTRACTOR shall indemnify, defend and hold harmless BROKER and the Customers from any and all taxes the payment of which is the responsibility of CONTRACTOR.

8. Article VIII. Term and Termination
   1. Term. This Agreement shall commence upon the Effective Date and will continue until terminated at any time by BROKER or CONTRACTOR upon thirty (30) days prior written notice.
   2. Termination. If either one of the parties files a bankruptcy petition or has a bankruptcy petition filed against it, or is required to cease and desist from the performance of this Agreement by reason of any order of any court, commission or public authority, the other party may immediately terminate this Agreement upon giving written notice as set forth in Section 9.10.
9. Article IX. Miscellaneous
   1. Independent Contractor. This Agreement is not and shall not be construed as an agreement of joint venture, partnership, agency, franchise or employment between the parties or their respective employees. Each party has sole authority and responsibility to employ, discharge, discipline and otherwise control and direct its employees, and neither BROKER nor CONTRACTOR, nor any of their employees, are or shall be deemed to be employees of the other. BROKER and CONTRACTOR agree to comply with all laws, rules, rulings, regulations, standards and ordinances applicable to them as such employers. BROKER and CONTRACTOR acknowledge and agree that each is an independent contractor whose operations are independent, separate, and apart from those of the other. All drivers and other persons employed by CONTRACTOR in connection with providing the Services are subject to the direction, control and supervision of CONTRACTOR, and not of BROKER or the Customers. CONTRACTOR shall NOT use any of BROKER’S or a Customer’s trade names, trademarks, service marks, slogans, designs, logos and similar items or rights owned or used by BROKER or the Customer without prior written consent of BROKER or the Customer.
   2. Assignment. Except as expressly set forth in this Agreement, CONTRACTOR may not assign its rights or delegate or subcontract its duties and obligations under this Agreement to any other person or entity without the prior written consent of BROKER; provided, however, that CONTRACTOR may assign this Agreement in conjunction with the sale of all or substantially all of its business. Any unauthorized assignment of this Agreement is void.
   3. Choice of Law; Venue. This Agreement, including its formation, application, performance, enforcement, the relationship between the parties, and any claims, demands, causes of action and disputes in any way arising out of or related to it, shall be governed, construed and interpreted under the substantive law (and the law of remedies, if applicable) of the State of Washington, without regard to the rules of conflict, except to the extent that mandatory laws, rules and regulations of the United States govern this Agreement. Any lawsuit arising out of this Agreement shall be filed in the Superior Court of Washington .
   4. Confidentiality. During the performance of this Agreement or at any time within three (3) years after the termination or expiration of this Agreement, neither BROKER nor CONTRACTOR shall disclose to any other person or entity any of the procedures, practices, dealings or other information concerning the business, finances, transactions or affairs of BROKER or CONTRACTOR that is disclosed by BROKER or Customer to CONTRACTOR or by CONTRACTOR to BROKER, in whatever form or which constitutes a trade secret under applicable law, including any verbal or written information or other documentation (collectively, “Confidential Information”). Confidential Information includes, without limitation, information concerning rates, charges, origins, destinations, products and sales or marketing information relating to a shipment. The provisions of this Section 9.4 shall not apply to: (a) information already in the possession of the receiving party as of the time of the disclosure that was not given to the receiving party under a then-existing obligation of confidentiality, (b) information developed independently by the receiving party without reference to, or use of, any Confidential Information, (c) information obtained by the receiving party without any obligation of confidentiality to the disclosing party, (d) information publicly available when received, or which thereafter becomes publicly available other than through any unauthorized disclosure by, through, or on behalf of, the receiving party, and/or (e) disclosures required by law.
   5. Execution in Counterparts and by Facsimile. This Agreement may be executed by BROKER and CONTRACTOR executing separate identical counterparts, which together shall constitute one agreement. BROKER or CONTRACTOR may execute this Agreement (or a counterpart) with an original signature or with a facsimile signature. Any execution by facsimile signature shall be as effective as execution with original signature
   6. Force Majeure. Neither BROKER nor CONTRACTOR shall be liable to the other for any failure to perform under this Agreement due to acts of God, war, fires, floods, explosions or other natural catastrophes, civil disturbances, riots, unusually severe weather such as tornadoes, or failures or fluctuations in electrical power, heat, light, air conditioning, telecommunications lines or equipment, failure in computer software, hardware or related materials, or similar circumstances, provided: (a) as to any failure of CONTRACTOR to perform, neither the negligent act or omission of CONTRACTOR nor of CONTRACTOR’S interlined or subcontracted carrier(s) contribute to any such failure to perform, and (b) as to any failure of BROKER to perform, the negligent act or omission of BROKER does not contribute to any such failure to perform. In such event, the performance of BROKER’S or CONTRACTOR’S obligations shall be suspended during, but not longer than, the period of existence of such event and the period reasonably required to perform the obligations. In such event, BROKER or CONTRACTOR shall notify the other of such event and shall use reasonable efforts to minimize the consequences of such event.
   7. Prior Communications; Entire Agreement. This Agreement supersedes any prior oral or written understanding or agreements or other communications between the parties with respect to the subject matter of this Agreement, including without limitation any agreement for truckload motor carriage; provided, however, that any currently effective confidentiality agreements, rate schedules and/or addenda between BROKER and CONTRACTOR will remain in effect and are incorporated into this Agreement by reference as if set forth herein, unless amended, terminated or contradicted by a provision of this Agreement or a schedule or addendum to this Agreement. This Agreement and the documents referred to herein constitute the entire agreement of the parties regarding the subject matter of this Agreement. This Agreement, including any rate schedule and any Customer Specific Addendum to this Agreement, may only be amended by a writing specifically referencing this Agreement, executed by BROKER and CONTRACTOR.
   8. Severability. If any term in this Agreement is found by a competent legal authority to be illegal or unenforceable in any respect, the validity and enforceability of the remainder of this Agreement will be unaffected.
   9. Survival. The provisions of Articles IV, VI, VII, Section 9.3, Section 9.4, Section 9.8, this Section 9.9, Section 9.10, Section 9.11 and Section 9.13 of this Agreement shall survive the termination of this Agreement. All provisions of this Agreement applicable to any shipment whose transit commenced prior to the termination of this Agreement, as to such shipment, shall survive such termination.
   10. Notice. All notices, requests, consents, approvals and other communications (“Notice(s)”) that are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given or made when sent by certified mail, return receipt requested, all postage and other charges prepaid or overnight courier service addressed to the parties at their following respective addresses:
       
       

       To BROKER:
       Allied Transport Logistics LLC
       1600B SW Dash Point RD #205
       Federal way, WA 98023
       Attn: Tyler Bowen
       Telephone: 253-335-1706

       To CONTRACTOR:

       
       Attn:
       Telephone:

   11. Waiver. An effective waiver under this Agreement must be specific, in writing, and signed by the party waiving its right. A waiver by BROKER or CONTRACTOR of any instance of the other’s noncompliance with any obligation or responsibility under this Agreement will not be deemed a waiver of subsequent instances.
   12. Use of English Language. BROKER and CONTRACTOR confirm that it is their express wish that this Agreement and all documents related to this Agreement be drafted in English only.
   13. Binding Agreement. This Agreement shall inure to the benefit of and be binding upon BROKER and CONTRACTOR and their respective heirs, administrators, successors, permitted assigns and legal representatives.
   14. Jurisdiction of Disputes/Arbitration. Should any dispute develop regarding the terms of this Agreement, or any related matter, said dispute shall be resolved by binding arbitration conducted by an agreed upon arbitrator from and shall be conducted at its Seattle offices. The party requesting arbitration shall notify the other party of its request and shall notify of its selection as the arbitration forum. Within 20 days thereafter, the parties shall agree upon a single arbitrator from the panel of arbitration neutrals. If the parties are unable to agree, either party may petition the Superior Court of King County for the appointment of a neutral from the Seattle panel. The decision of the arbitrator shall be enforceable in any court having jurisdiction over the parties. For these purposes the parties hereby agree that the Superior Court of Washington, King County has jurisdiction of all the parties. The arbitration cost shall be borne equally by the parties hereto, and the prevailing party shall recover reasonable attorney fees and other costs incurred including costs of expert witnesses and consultants.
       
       

       If a dispute or the remedy sought as the result of a dispute may not be adjudicated or provided in an arbitration forum, then the parties agree that such dispute or remedy shall be brought and/or requested in the Superior Court of Washington, King County, with the prevailing party to recover reasonable attorney’s fees and costs as determined by said Court.

   15. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Washington without regard to conflicts of laws principles.
   16. Attorney Fees. With respect to any dispute relating to this Agreement, or in the event that suit, action, arbitration, or other proceeding of any nature whatsoever, including, without limitation, and proceeding under the US Bankruptcy Code and involving issues peculiar to federal bankruptcy law, the prevailing party, will be entitled to recover reasonable attorneys’ fees and costs incurred in preparation of prosecution or defense of such action as fixed by the trial court, the bankruptcy court and the appellate court, in which such matter is tried, heard, or decided.
   17. Electronic Imaging. The parties intend to allow for the electronic imaging and storage of this Agreement, and the admissibility into evidence of such an image in lieu of the original paper version of this Agreement. The parties stipulate that any computer printout of any such image of this Agreement shall be considered to be an “original” under the applicable court or arbitral rules of evidence when maintained in the normal course of business and shall be admissible as between the parties to the same extent and under the same conditions as other business records maintained in paper or hard copy form. The parties agree not to contest, in any proceeding involving the parties in any judicial or other forum, the admissibility, validity, or enforceability of any image of this Agreement because of the fact that such image was stored or handled in electronic form.
   18. Jury Trial Waiver. The parties hereby agree to irrevocably waive all rights to a Jury trial for all claims arising under or related to this Agreement.
       
       

       IN WITNESS WHEREOF, the parties have executed this TRUCKLOAD MOTOR CARRIAGE AGREEMENT as of: