BROKER-CARRIER AGREEMENTThis AGREEMENT is made and entered into on this day of , 20 , byand between , U.S. DOT No:(hereinafter referred to as "CARRIER”), a for-hire motor carrier (i) registered with and operating underfor-hire motor carrier authority Certificate or Permit No. issued by the FMCSA or its predecessors,and/or (ii) registered with and operating under for-hire motor carrier registration or authority No.issued by a state agency and R & R Express, Inc. and each of its affiliated companies identified herein(hereinafter referred to as "BROKER"), property transportation brokers registered with and operatingunder property transportation broker licenses issued by the U.S. Federal Motor Carrier SafetyAdministration (the “FMCSA”) or its predecessor agencies within or outside the U.S. Department ofTransportation (“U.S.DOT”). BROKER AND CARRIER shall be referred to collectively as the "Parties" andindividually as a “Party”.The Parties are entering this Agreement for their mutual benefit and to provide CARRIER with theopportunity to receive and accept (or decline) offers to transport one or more freight shipments from anyone of the affiliated “Participating Brokers” executing this Agreement. The term “BROKER” as used hereinshall refer to each duly registered entity holding a property broker license or designation and namedherein. CARRIER and each Participating BROKER may and shall rely on this Agreement governing theirrespective individual freight shipment transactions.1. CARRIER REPRESENTS AND WARRANTS THAT:a. CARRIER is a duly Registered Motor Carrier of property authorized to provide transportationof property services under contracts with shippers, receivers, and brokers of generalcommodities in interstate and intrastate commerce;b. CARRIER shall transport the property it receives pursuant to this Agreement under its ownregistered and lawful operating authorities and subject to the terms of this Agreement.CARRIER will not re-broker, co-broker, subcontract, assign, interline, or transfer thetransportation of shipments hereunder to any other persons or entity conducting businessunder a different operating authority. If CARRIER breaches this provision, BROKER shall havethe right to pay the delivering carrier directly, in lieu of payment to CARRIER. CARRIER shallremain liable to BROKER under this Agreement notwithstanding BROKER's payment to thedelivering carrier;c. CARRIER agrees that the insertion of BROKER's name as “carrier” on a bill of lading shall befor convenience only, and shall not change BROKER's status as a property broker norCARRIER's status as a motor carrier;d. CARRIER is in, and shall maintain compliance during the term of this Agreement, with allapplicable federal, state and local laws relating to CARRIER’s operation and services including,but not limited to applicable regulations concerning: transportation of Hazardous Materials(including the licensing and training of HAZMAT qualified drivers) as defined in 49 C.F.R.§172.800, §173, and §397 et seq. and to the extent that any shipments hereunder constituteHazardous Materials; cargo security; owner/operator lease; loading and securement offreight; implementation and maintenance of driver safety including, but not limited to, hiring,controlled substances and alcohol testing, and hours of service; qualification and licensingCarrier Initials & Date: / /Page 1 of 12Rev 04.06.2021

and training of drivers; sanitation, temperature, and contamination requirements fortransporting food, perishable, and other products,; implementation and maintenance ofequipment safety; maintenance and control of the means and method of transportationincluding, but not limited to, performance of its drivers; all applicable insurance lawsincluding, but not limited to, workers' compensation;e. CARRIER is solely responsible for the management, governance, discipline, direction andcontrol of its employees, any independent contractors, equipment owners and operators(including drivers), and equipment in all respects to ensure the safe operation of CARRIER’Sregulated and unregulated activities as a Registered motor carrier. CARRIER agrees that thesafe and compliant operation and performance of CARRIER’S equipment, drivers and facilitiesshall supersede any service requests, demands, preferences, instructions, and informationfrom BROKER or BROKER’s customer with respect to any shipment;f. CARRIER will notify BROKER immediately if its license or Registration is revoked, suspendedor rendered inactive for any reason; if it is sold, or if there is a change in control of ownership,and/or any insurance required hereunder is threatened to be, or is, terminated, cancelled,suspended, or revoked for any reason.g. CARRIER does not have an "Unsatisfactory" safety rating determined by the Federal MotorCarrier Safety Administration (“FMCSA”), U.S. Department of Transportation, and will notifyBROKER in writing immediately if its safety rating is changed to "Unsatisfactory" or"Conditional". In the event that CARRIER fails to maintain insurance required hereunder, isnotified that such insurance may become ineffective, or is otherwise prohibited by applicablelaw from performing services hereunder, CARRIER shall immediately notify BROKER and shallnot accept or carry any loads or goods tendered to CARRIER by BROKER;h. CARRIER has investigated, monitors, and agrees to conduct business hereunder based on thecredit-worthiness of BROKER and is granting BROKER credit terms accordingly, and therefore,CARRIER authorizes BROKER to, and assigns unto BROKER the right to, invoice CARRIER'sfreight charges to shipper, consignee, or third parties responsible for payment; andi. CARRIER acknowledges that this Agreement shall apply to all freight shipments tendered toCARRIER by any one of the BROKERS identified herein, and the individual BROKER identifiedin the Load Confirmation Sheet, on a shipment-by-shipment basis, shall be the sole BROKERentity responsible to CARRIER for the performance of BROKER’s responsibilities under thisAgreement.2. BROKER’S RESPONSIBILITIES:a. For each shipment of freight an individual Participating BROKER tenders to CARRIER, suchBROKER shall provide CARRIER with the (i) place of origin and destination of the shipment(s);(ii) if notified by BROKER’s customer in advance, the type of commodities to be transported;and (ii) if requested by BROKER’s customer, any specified equipment or handlingrequirements;b. Each Participating BROKER shall render commercial invoices, and provide billing services, forall freight shipments transported by CARRIER under this Agreement and deliver the same tothe party responsible for payment. CARRIER shall invoice the named BROKER, which tenderedthe freight shipment to CARRIER, for CARRIER's charges, as mutually agreed in writing, by fax,Carrier Initials & Date: / /Page 2 of 12Rev 04.06.2021

or by electronic means, contained in the Load Confirmation Sheet(s), which are incorporatedherein by reference. On a shipment-by-shipment basis, the Participating BROKER identified inthe Load Confirmation Sheet shall be the sole Participating BROKER responsible to CARRIERfor payment of CARRIER’s charges.c. RATES: A rate(s) which has been verbally agreed between BROKER and CARRIER shall bedeemed confirmed in writing when CARRIER has billed the agreed rate and BROKER has madepayment without dispute. All written confirmations of rates, including confirmations by billingand payment, shall be incorporated herein by this reference. CARRIER’s rates or charges,including but not limited to stop-offs, detention, loading or unloading, fuel surcharges, orother accessorial charges, stated as tariff rates, released rates or values, or tariff rules orcirculars, shall not apply. Additional rates for truckload or less than truckload shipments, ormodifications or amendments of the above rates, or additional rates, may be established tomeet changing market conditions, shipper requirements, BROKER’s requirements, and/orspecific shipping schedules as mutually agreed upon, and shall be confirmed in writing (or byfax or email) by both Parties. Any such additional, modified, or amended rates, changes inrates shall automatically be incorporated herein by this reference.d. PAYMENT: BROKER agrees to pay CARRIER the agreed rates and charges for completedservices within thirty (30) days of receipt of CARRIER’s invoice, which must be accompaniedby a signed bill of lading and proof of delivery, and any other receipt or documentationBROKER requires. Payment for shipments which suffer or incur damage or loss to cargo willbe held pending CARRIER’s compliance with Paragraph 3.c. of this Agreement. The Partiesagree that the Participating BROKER which has tendered the freight shipment to CARRIER isthe sole BROKER responsible for payment of CARRIER's charges.e. BOND: Each Participating BROKER shall maintain a surety bond / trust fund as required by lawto maintain its respective status as a duly Registered property broker.f. BROKER's responsibility is limited to arranging for, but not actually performing, thetransportation of freight.Each Participating BROKER acknowledges that the BROKER identified in the Load ConfirmationSheet, on a shipment-by-shipment basis, shall be the sole BROKER which may enforce thisAgreement against CARRIER for the performance of CARRIER’s responsibilities under thisAgreement for a particular shipment or transaction.3. CARRIER’S RESPONSIBILITIES:a. EQUIPMENT: In accordance with the representations and warranties in Paragraph 1 of thisAgreement, CARRIER shall provide the necessary equipment and qualified personnel for theperformance and completion of the transportation services required by BROKER’S customers.CARRIER shall not use any equipment that has been used to transport hazardous wastes, solidor liquid. CARRIER agrees that all shipments will be transported and delivered with reasonabledispatch.b. BILL OF LADING: CARRIER shall sign a bill of lading, produced by shipper or CARRIER, for theproperty it receives under this Agreement. CARRIER shall become responsible, and thereforeliable, for the freight it takes/receives possession of regardless of whether a bill of lading hasbeen issued, and/or signed, and/or delivered to CARRIER, and which responsibility/liabilityCarrier Initials & Date: / /Page 3 of 12Rev 04.06.2021

shall continue until delivery of the shipment to the consignee and the consignee signs the billof lading or delivery receipt. With respect to CARRIER, this Agreement shall supersede anyterms of the bill of lading (including but not limited to payment and credit terms, releasedrates or released value) which are in conflict, or inconsistent, with the terms of thisAgreement. Failure to issue a bill of lading, or sign a bill of lading acknowledging receipt of thecargo or freight by CARRIER shall not limit, reduce, or nullify CARRIER’s liability hereunder.CARRIER shall notify BROKER immediately of any exception made on the bill of lading ordelivery receipt.c. LOSS & DAMAGE CLAIMS:i.CARRIER shall process each freight loss and damage claim it receives from aParticipating BROKER, or any party entitled to recover against CARRIER for the same,pursuant to 49 C.F.R. §370.1 et seq., and any amendments thereto; andii.CARRIER shall cooperate with BROKER in the investigation of any claim for cargo loss,damage, delay, or destruction; andiii.CARRIER's liability for freight loss or damage from any cause shall be for the full actualvalue of the lost, damaged, or delayed freight without limitation and not subject toany lesser “released value” under 49 U.S.C. §14706, the “Carmack Amendment;” andiv.CARRIER's liability for freight loss and damage claims shall include legal fees and costsincurred by BROKER, either in defense or prosecution of the same; andv.Neither Party shall be liable to the other for consequential damages without priorwritten notification of the risk of loss, the approximate financial amount of such loss,and an agreement to assume such responsibility has been made in writing; andvi.Notwithstanding the terms of 49 CFR 370.9, CARRIER shall pay, decline or make asettlement offer in writing on all cargo loss or damage claims within sixty (60) days ofreceipt of the claim. CARRIER’s failure to pay, decline or offer settlement within thisperiod shall be deemed an admission by CARRIER of full liability for the amountclaimed, and a material breach of this Agreement. BROKER shall be authorized to setoff valid, uncontested cargo loss and damage claims against amounts BROKER owesCARRIER pursuant to this Agreement; andvii.CARRIER shall pay to BROKER the full amount claimed by BROKER or the legal claimantfor the kind and quantity of commodities so lost, delayed, damaged or destroyed.Payments by CARRIER to BROKER shall be paid and received for the account of thelegal claimant, and shall be made within sixty (60) days following CARRIER’s receiptof the claim statement and supporting documentation; andviii.Any exclusion from coverage contained in CARRIER’s Cargo Insurance Policy shall notlimit, reduce, or nullify CARRIER’s liability for freight loss, damage, or delay.d. INSURANCE: CARRIER shall have its insurance agent or insurance company furnish aCertificate(s) of Insurance naming Assure Assist Inc. as a “certificate holder,” providingthirty (30) days advance written notice of cancellation or termination, and unlessotherwise agreed, subject to the following minimum limits: General liability of 1 million;Motor Vehicle (Auto/Trucker's Liability) (including hired and non-owned vehicles) of 1million, ( 5 million if transporting hazardous materials including environmental damagesdue to release or discharge of hazardous substances); Primary Motor Carrier Cargo of 100,000.00; workers' compensation with limits required by law. Except for higherCarrier Initials & Date: / /Page 4 of 12Rev 04.06.2021

coverage limits which may be specified above, the referenced insurance policies shallcomply with the requirements of the U.S. DOT and Federal Motor Carrier SafetyAdministration.e. ASSIGNMENT OF RIGHTS: By operation of this Agreement, CARRIER assigns to theapplicable Participating BROKER the right to collect CARRIER’s freight charges from theparty responsible for payment of the rates and charges due CARRIER for shipmentstransported under this Agreement.f. CARRIER’S INSURANCE AND TAXES: CARRIER shall retain exclusive responsibility, andliability, for payment of the following items: All applicable federal, state, and local payrolltaxes, taxes for unemployment insurance, old age pensions, workers' compensation,social security, with respect to persons engaged by CARRIER in the performance of thetransportation services to be provided under this Agreement. CARRIER shall indemnify,defend, and hold BROKER harmless from any claim or liability imposed or asserted againstany BROKER for any such obligations for which CARRIER is liable.g. USE OF BROKER’S TRAILER(S) BY CARRIER. In the event that CARRIER utilizes a trailer,container, chassis or other equipment owned by or leased to a Participating BROKER orsuch BROKER’s customer, or otherwise provided to CARRIER by a Participating BROKER orBROKER’s customer (hereinafter the “Trailer(s)”), CARRIER shall be liable for any damageto the Trailer(s), destruction of the Trailer(s), theft from the Trailer(s), theft of anycontents of the Trailer(s), and for any claims for bodily injury (including death) or propertydamage arising from or related to any accident involving the Trailer(s), regardless ofwhether such damage, injury, destruction, or theft is caused or occurs while any suchTrailer is attached to CARRIER’s power unit, except to the extent such damage,destruction, or theft is proximately caused by the negligence or willful misconduct ofBROKER or BROKER’s customer. In the event that applicable state law does not allowwaiver of liability to the extent contained in this provision, the Parties expressly agreethat BROKER’s and Customer’s liability will be waived to the fullest extent allowed byapplicable state law. In no event will a Trailer be used for any purpose other thanperforming Services hereunder, and in no event will CARRIER allow any third party or anypower unit not operating under CARRIER’s for-hire motor carrier authority to operate orpull any such Trailer, unless expressly authorized to do so in writing, which, must specifythe freight shipment(s) for which such authorization is given. CARRIER ACKNOWLEDGESAND AGREES THAT NEITHER BROKER NOR BROKER’S CUSTOMER MAKE ANYWARRANTIES, EXPRESS OR IMPLIED, REGARDING THE TRAILER INCLUDING, BUT NOTLIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR USE.h. INDEMNIFICATION. CARRIER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS BROKER,ITS AFFILIATES AND ITS CUSTOMERS (AS INTENDED THIRD PARTY BENEFICIARIES) FROMANY AND AGAINST ALL LOSSES (as defined below) ARISING OUT OF OR IN CONNECTIONWITH THE TRANSPORTATION SERVICES PROVIDED UNDER THIS CONTRACT, INCLUDINGTHE LOADING, UNLOADING, HANDLING, TRANSPORTATION, POSSESSION, CUSTODY, USEOR MAINTENANCE OF CARGO OR EQUIPMENT OR PERFORMANCE OF THIS CONTRACT(INCLUDING BREACH HEREOF) BY CARRIER OR ANY CARRIER REPRESENTATIVE. CARRIER’SOBLIGATION TO INDEMNIFY AND DEFEND SHALL NOT BE AFFECTED BY ALLEGEDNEGLIGENCE OR WILLFUL MISCONDUCT OF BROKER, ITS AFFILIATES OR CUSTOMERS. ITCarrier Initials & Date: / /Page 5 of 12Rev 04.06.2021

i.IS THE INTENT OF THE PARTIES THAT THIS PROVISION BE CONSTRUED TO PROVIDEINDEMNIFICATION TO BROKER, ITS AFFILIATES AND CUSTOMERS TO THE MAXIMUMEXTENT PERMITTED BY LAW. IF THIS PROVISION IS FOUND IN ANY WAY TO BEOVERBROAD, IT IS THE PARTIES INTENT THAT THIS PROVISION BE ENFORCED TO ALLOWINDEMNIFICATION TO THE MAXIMUM EXTENT PERMISSIBLE. “Losses” mean any and alllosses, liabilities, obligations, personal injury, bodily injury, property damage, loss or theftof property, damages, penalties, actions, causes of action, claims, suits, demands, costsand expenses of any nature whatsoever, including reasonable attorneys’ and paralegals’fees and other costs of defense, investigation and settlement, costs of containment,cleanup and remediation of spills, releases or other environmental contamination andcosts of enforcement of indemnity obligations.HANDLING, LOADING AND SEALING.i. CARRIER will comply with any freight handling instructions provided by BROKER,shipper, consignor or consignee including, but not limited to, requirementsrelated to transportation of temperature-controlled shipments. Without limitingthe foregoing, CARRIER shall ensure that any shipment requiring controlledtemperature transit is maintained within the required temperatures at all times.If CARRIER is transporting cargo of a type that a reasonable person wouldunderstand to require controlled temperature transportation, but is not providedwith instructions regarding such service, CARRIER shall request such instructionsprior to receiving the cargo and, if controlled temperature service is declined,shall use reasonable efforts to obtain such declination in writing.ii. CARRIER shall be responsible for the safe loading and securement of the freightit receives for transportation under this Agreement. If a shipment is loaded andsealed prior to arrival of CARRIER’s personnel, CARRIER shall determine themanner of loading and securing the freight prior to departing the origin facility.CARRIER represents and agrees that each driver it utilizes shall be competent andknowledgeable to manage or oversee the loading, securement, andtransportation of the freight it receives under this Agreement.iii. When required by BROKER, the shipper or the consignor, CARRIER shall secureshipments with a serialized seal. CARRIER shall ensure that the serialized sealnumber appears on the bill of lading or other form of manifest or receipt. CARRIERshall be solely responsible for maintaining seal integrity during transportation ofthe shipment. Except as required by law enforcement personnel, under nocircumstances shall CARRIER, or any of its personnel, break any seal without theauthorization of BROKER or other authorized representative of the freight owner.CARRIER shall immediately notify BROKER to report a missing or broken seal.iv. In the event that law enforcement personnel require that CARRIER break any sealon any shipment, CARRIER shall document the same on the bill of lading or otherform of manifest or receipt by noting the law enforcement agency, time, location,and officer name and badge number. Upon completion of inspection by lawenforcement personnel, CARRIER’s personnel shall immediately re-seal theshipment with a serialized seal and shall indicate the second seal number on thebill of lading or other form of manifest or receipt. Furthermore, CARRIER shall, asCarrier Initials & Date: / /Page 6 of 12Rev 04.06.2021

soon as reasonably possible after being required to break a seal by lawenforcement personnel, communicate with BROKER and, if not BROKER, the billof lading parties.j. BROKER’S RECORDS. CARRIER hereby waives the right to obtain copies of BROKER’srecords as provided under 49 C.F.R. Part 371. Notwithstanding the foregoing, to theextent that CARRIER obtains records set forth in 49 C.F.R. § 371.3 by any meanswhatsoever, CARRIER agrees to refrain from utilizing such records in negotiating for theprovision of services with any third party, including BROKER’s customers. CARRIER furtheragrees and understands that all such records comprise BROKER’s confidential informationand trade-secrets.k. WAIVER OF CARRIER’S LIEN. CARRIER is relying on the general credit of BROKER andhereby waives and releases all liens which CARRIER might otherwise have against theinterest of any goods in its possession for the payment of freight and accessorial charges.CARRIER shall not withhold any goods transported under this Agreement on account ofany dispute as to rates or any alleged failure of BROKER to pay charges incurred underthis Agreement.l. OTHER WAIVER. CARRIER’s Rules Circular (if any) and tariff rates or provisions (if any)shall have no legal force or effect as to the subject matter of this Agreement, and theterms of this Agreement shall supersede any such circulars, tariff rates and provisions.Nothing in this Agreement is intended to waive any regulation or procedure governingCARRIER’s compliance with registration, insurance and/or safety fitness required of motorcarriers under applicable governmental law.4. MISCELLANEOUS:a. INDEPENDENT CONTRACTOR: It is understood and agreed that the relationship betweeneach Participating BROKER and CARRIER is that of independent contractor. None of theterms of this Agreement, or any act or omission of either Party shall be construed for anypurpose to express or imply a joint venture, partnership, principal/agent, fiduciary,employer/employee relationship between any Participating BROKER and CARRIER.CARRIER shall provide the sole supervision and shall have exclusive control over theoperations of its employees, contractors, subcontractors, agents, as well as all vehiclesand equipment used to perform its transportation services hereunder. BROKER has noright to discipline or direct the performance of any driver and/or employees, contractors,subcontractors, or agents of CARRIER.b. NON-EXCLUSIVE AGREEMENT: CARRIER and each Participating BROKER acknowledge andagree that this Agreement does not obligate one another to an exclusive relationship. Anyparty may enter into similar agreements with other carriers, brokers, or freightforwarders.c. WAIVER OF PROVISIONS:i. Failure of CARRIER of any Participating BROKER to enforce a breach or waiver ofany provision or term of this Agreement shall not be deemed to constitute awaiver of any subsequent failure or breach, and shall not affect or limit the rightof such Party to thereafter enforce such a term or provision.Carrier Initials & Date: / /Page 7 of 12Rev 04.06.2021

ii. This Agreement is for specified services pursuant to 49 U.S.C. §14101(b). To theextent that terms and conditions herein are inconsistent with Part (b), Subtitle IV,of Title 49 U.S.C. (ICC Termination Act of 1995 or the “Act”), the Parties expresslywaive any or all rights and remedies they may have under the Act.d. DISPUTES: In the event of a dispute arising out of this Agreement, including but notlimited to Federal or State statutory claims, the Parties hereby irrevocably submit to thejurisdiction of the federal and state courts located within or serving Allegheny County, inthe Commonwealth of Pennsylvania, over any action or proceeding arising out of orrelating to this Agreement and agree that all claims in respect of such action or proceedingmay be heard and determined in any such court. Unless preempted or controlled byfederal transportation law and regulations, the laws of the Commonwealth ofPennsylvania shall be controlling notwithstanding applicable conflicts of laws rules.e. NO BACK SOLICITATION:i. Unless otherwise agreed in writing, CARRIER shall not solicit freight shipments (oraccept shipments) for a period of twelve (12) month(s) following termination ofthis Agreement for any reason, from any shipper, consignor, consignee, or othercustomer of any Participating BROKER, when such shipments of shippercustomers were first tendered to CARRIER by such Participating BROKER.ii. In the event of breach of this provision, BROKER shall be entitled, for a period ofone (1) year following delivery of the last shipment transported by CARRIER underthis Agreement, to fifteen percent (15%) of the gross transportation revenue (asevidenced by freight bills) invoiced by CARRIER for the transportation of saidfreight as liquidated damages. In the event of violation of this paragraph 4(e), theParties agree that any remedy at law, including monetary damages, may beinadequate, and that the Parties shall be entitled, in addition to any other remedythey may have, to an injunction restraining the violating Party from furtherviolation of this Agreement in which case the prevailing Party shall be liable forall costs and expenses incurred, including but not limited to reasonable attorney'sfees.f. CONFIDENTIALITY:i. In addition to Confidential Information protected by law, CARRIER and eachParticipating BROKER agree that their respective financial information, and thatof their customers, including but not limited to freight and brokerage rates,amounts received for brokerage services, amounts of freight charges collected,freight volume requirements, as well as personal customer information,customer shipping or other logistics requirements shared or learned between theParties and their customers, shall be treated as confidential, and shall not bedisclosed or used for any reason without prior written consent.ii. In the event of violation of this Confidentiality paragraph, the Parties agree thatany remedy at law, including monetary damages, may be inadequate, and thatthe Parties shall be entitled, in addition to any other remedy they may have, toan injunction restraining the violating Party from further violation of thisAgreement in which case the prevailing Party shall be liable for all costs andexpenses incurred, including but not limited to reasonable attorney's fees.Carrier Initials & Date: / /Page 8 of 12Rev 04.06.2021

g. MODIFICATION/BENEFIT OF AGREEMENT: This Agreement may not be amended ormodified except by mutual written agreement, or the procedures set forth above (Pars2.b and 2.c). This Agreement shall be binding upon, and inure to the benefit of, the Partieshereto.h. NOTICES:i. All notices provided or required by this Agreement, shall be made in writing anddelivered, return receipt requested, to the addresses shown herein with postageprepaid; or by confirmed (electronically acknowledged on paper) fax, or by emailwith electronic receipt.ii. The Parties shall promptly notify each other of any claim that is asserted againsteither of them by anyone arising out of the Parties performance of thisAgreement.iii. Notices sent as required hereunder, to the addresses shown in this Agreementshall be deemed sent to the correct address, unless the Parties are notified inwriting of any changes in address.i. CONTRACT TERM AND TERMINATION: The term of this Agreement shall be one year fromthe date hereof. Thereafter, it shall automatically renew for successive one (1) yearperiods, unless terminated upon thirty (30) days prior written notice, with or withoutcause, by either a Participating BROKER or CARRIER at any time. In the event oftermination of this Agreement for any reason, the Participating BROKERS, as applicable,and CARRIER shall be obligated to complete performance of any work in progress inaccordance with the terms of this Agreement.i. A Participating BROKER may terminate this Agreement immediately in any of thefollowing events:a. CARRIER loses its operating authority or otherwise becomes disqualifiedto perform its obligations under this Agreement;b. CARRIER breaches any covenant, obligation, condition, or requirementimposed upon it by this Agreement, and such breach continues for aperiod of ten (10) days after written notice thereof from BROKER toCARRIER;c. CARRIER becomes insolvent or becomes unable to pay its debts in atimely manner;d. CARRIER fails to comply with the performance metrics or selectioncriteria, if any, imposed upon it at any time by a Participating BROKER;e. CARRIER fails to procure and maintain any of the insurance coveragesrequired by this Agreement; orf. CARRIER utilizes the services of any brokers or subcontractstransportation of freight tendered by any BROKER hereunder to any thirdparty motor carrier or other transportation provider or utilizes a thirdparty logistics provider to perform its obligations under this Agreementwithout prior written consent of the Participating BROKER.ii. C

agree that the Participating BROKER which has tendered the freight shipment to CARRIER is the sole BROKER responsible for payment of CARRIER's charges. e. BOND: Each Participating BROKER shall maintain a surety bond / trust fund as required by law to maintain its respective status