BROKER – CARRIER AGREEMENT

This Agreement is entered into this _____ day of ____________, 20___, by and between Livex Solutions. LLC
nd____________________________,
("BROKER"), a Registered a 1555969, and
Property Broker, License. No. MC, Registered9
Motor Carrier, Permit/Certificate No. DOT __________ and Docket No. MC#_________("CARRIER"); collectively, the "Parties".
("Registered" means operated under authority issued by the Federal Motor Carrier Safety Administration (or its predecessors)
within the U.S. Department of Transportation).

1. CARRIER REPRESENTS AND WARRANTS THAT IT:

A. Is a Registered Motor Carrier of Property authorized to provide transportation of property under contracts with shippers and
receivers and/or brokers of general commodities.
B. Shall transport the property, under its own operating authority and subject to the terms of this Agreement;
C. Makes the representations herein for the purpose of inducing BROKER to enter into this Agreement.
D. Agrees that a Shipper’s insertion of BROKER’s name as the carrier on a bill of lading shall be for the Shipper’s convenience
only and shall not change BROKER’s status as a property broker nor CARRIER’s status as a motor carrier
E. Will not re-broker, co-broker, subcontract, assign, interline, or transfer the transportation of shipments hereunder to any
other persons or entity conducting business under a different operating authority, without prior written consent of BROKER. If
CARRIER breaches this provision, BROKER shall have the right of paying the monies it owes CARRIER directly to the delivering
carrier, in lieu of payment to CARRIER. Upon BROKER’s payment to delivering carrier, CARRIER shall not be released from any
liability to BROKER under this Agreement. In addition to the indemnity obligation in Par 1.H, CARRIER will be liable for
consequential damages for violation of this provision.
F. (i) Is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, state and local laws
relating to the provision of its services including, but not limited to: transportation of Hazardous Materials (including the
licensing and training of Haz Mat qualified drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that
any shipments hereunder constitute Hazardous Materials; security regulations; owner/operator lease regulations; loading and
securement of freight regulations; implementation and maintenance of driver safety regulations including, but not limited to,
hiring, controlled substances and alcohol testing, and hours of service regulations; sanitation, temperature, and contamination
requirements for transporting food, perishable, and other products, qualification and licensing and training of drivers;
implementation and maintenance of equipment safety regulations; maintenance and control of the means and method of
transportation including, but not limited to, performance of its drivers; all applicable insurance laws and regulations including
but not limited to workers’ compensation. (ii) Is solely responsible for any and all management, governing, discipline, direction
and control of its employees, owner/operators, and equipment with respect to operating within all applicable federal and state
legal and regulatory requirements to ensure the safe operation of CARRIERS vehicles, drivers and facilities. CARRIER and
BROKER agree that safe and legal operation of the CARRIER and its drivers shall completely and without question govern and
supersede any service requests, demands, preferences, instructions, and information from BROKER or BROKER’s customer with
respect to any shipment at any time.
G. CARRIER will notify BROKER immediately if its Federal Operating Authority is revoked, suspended or rendered inactive for
any reason; and/or 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.
H. (i) CARRIER shall defend, indemnify and hold BROKER and its shipper customer harmless from any claims, actions or
damages, arising out of its performance under this Agreement, including cargo loss and damage, theft, delay, damage to
property, and personal injury or death. CARRIER shall not be liable for any claims, actions or damages due to the

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gross negligence or intentional and willful act of BROKER, or the shipper. The obligation to defend shall include all costs of
defense as they accrue.
(ii) Except for CARRIER’s liability under Par 1.E, unless otherwise agreed in writing, the Parties’ indemnity obligations
shall be subject to the insurance coverage and monetary insurance limits referred to in Subp. 3.D.
I. Does not have an “Unsatisfactory” safety rating issued by the Federal Motor Carrier Safety Administration (FMCSA), U.S.
Department of Transportation, and will notify BROKER in writing immediately if its safety rating is changed to “Unsatisfactory”
or “Conditional”. Authorizes BROKER to invoice CARRIER’s freight charges to shipper, consignee, or third parties responsible for
payment.
J. Has investigated, monitors, and agrees to conduct business hereunder based on the credit-worthiness of BROKER and is
granting BROKER credit terms accordingly.
K. On behalf of the shipper, consignee and broker interests, to the extent that any shipments subject to this Agreement are
transported within the State of California, CARRIER warrants that:
(i) All 53 foot trailers, including both dry-van and refrigerated equipment it operates and the Heavy-Duty Tractors that haul
them within California under this Agreement is in compliance with the California Air Resources Board (CARB) Heavy-Duty
Vehicle Greenhouse Gas (Tractor-Trailer GHG) Emission Reduction Regulations.
(ii) All refrigerated equipment it operates within California under this Agreement is in full compliance with the California Air
Research 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 BROKERS customer because of CARRIER's use of non-compliant equipment.

2. BROKER RESPONSIBILITIES:

A. SHIPMENTS, BILLING & RATES: BROKER shall inform CARRIER of (i) place of origin and destination of all shipments; and (ii) if
applicable, any special shipping and handling instructions, special equipment requirements, declared-value or excess valuation
coverage that exceeds the motor-truck-cargo insurance referenced in 3D, Insurance; and (vi) below, of which BROKER has been
timely notified.
B. BROKER agrees to conduct all billing services to shippers, consignees, or other party responsible for payment. CARRIER shall
invoice BROKER for its (CARRIER’s) charges, as mutually agreed in writing, by electronic means, contained in BROKER’s Load
Confirmation Sheet(s) / dispatch sheets. Additional rates for truckload or LTL shipments, or modifications or amendments of
the above rates, or additional rates, may be established to meet changing market conditions, shipper requirements, BROKER
requirements, and/or specific shipping schedules as mutually agreed upon, and shall be confirmed in writing (by email) by both
Parties. Any such additional, modified, or amended rates, changes in rates shall automatically be incorporated herein by this
reference.
C. 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.
D. PAYMENT: The Parties agree that BROKER is the sole party responsible for payment of CARRIER's charges. Failure of BROKER
to collect payment from its customer shall not exonerate BROKER of its obligation to pay CARRIER. BROKER agrees to pay
CARRIER's invoice within 30 days of receipt of the invoice supported by a bill of lading and proof of delivery, provided CARRIER
is not in default under the terms of this Agreement. If BROKER has not paid CARRIER's invoice as agreed, and CARRIER has
complied with the terms of this Agreement, CARRIER may seek payment from the Shipper or other party responsible for
payment after giving BROKER 30 (business

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days) advance written notice. CARRIER shall not seek payment from Shipper, consignees, or third parties, if they can prove
payment to BROKER.
E. BOND: BROKER shall maintain a surety bond /trust fund as agreed to in the amount of $75,000 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.
F. BROKER will notify CARRIER immediately if its federal Operating Authority is revoked, suspended or rendered inactive for any
reason; and/or 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. BROKER’s responsibility is limited to arranging for, but not actually performing, transportation of a shipper’s freight.

3. CARRIER RESPONSIBILITIES:

A. EQUIPMENT: Subject to its representations and warranties in Paragraph 1 above, CARRIER agrees to provide the necessary
equipment and qualified personnel for completion of the transportation services required for BROKER and/or its customers.
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 agrees that all shipments will be transported and delivered with
reasonable dispatch, or as otherwise agreed in writing.
B. BILLS OF LADING: CARRIER shall sign a bill of lading, produced by shipper or CARRIER in compliance with 49 C.F.R. §373.101
(and any amendments thereto), for the property it receives for transportation under this Agreement. Unless otherwise agreed
in writing, CARRIER shall become fully responsible/liable for the freight when it takes/receives possession thereof, and the
trailer(s) is loaded, regardless of whether a bill of lading has been issued, and/or signed, and/or delivered to CARRIER, and
which responsibility/liability shall continue until delivery of the shipment to the consignee and the consignee signs the bill of
lading or delivery receipt. Any terms of the bill of lading (including but not limited to payment and credit terms, released rates
or released value) inconsistent with the terms of this Agreement shall be ineffective. Failure to issue a bill of lading, or sign a bill
of lading acknowledging receipt of the cargo, by CARRIER, shall not affect the liability of CARRIER.
C. LOSS & DAMAGE CLAIMS:

(i) CARRIER shall comply with 49 C.F.R. §370.1 et seq. and any amendments and/or any other applicable

regulations adopted by the Federal Motor Carrier Safety Administration, U.S. Department of Transportation, or any

applicable state regulatory agency, for processing all loss and damage claims and salvage and

(ii) CARRIER’s liability for any cargo damage, loss, or theft from any cause shall be determined under the Carmack Amendment,
49 U.S.C. §14706; and

(iii) Special Damages: CARRIER’s indemnification liability (Par 1.H) for freight loss and damage claims under this sub par C (ii)
shall include legal fees which shall constitute special damages, the risk of which is expressly assumed by CARRIER, and which
shall not be limited by any liability of CARRIER under Subp. (ii) above.

(iv) Except as provided in Par 1.E above, neither Party shall be liable to the other for consequential damages without prior
written notification of the risk of loss and its approximate financial amount, and agreement to assume such responsibility in
writing. (v) Notwithstanding the terms of 49 CFR 370.9,CARRIER shall pay, decline or make settlement offer in writing on all
cargo loss or damage claims within 60 days of receipt of the claim. Failure of CARRIER to pay, decline or offer settlement within
this 60 day period shall be deemed admission by CARRIER of full liability for the amount claimed and a material breach of this
Agreement.

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D. INSURANCE: CARRIER shall furnish BROKER with Certificate(s) of Insurance, or insurance policies providing thirty (30) days
advance written notice of cancellation or termination, and unless otherwise agreed, subject to the following minimum limits:
General liability $1,000,000.00; motor vehicle (including hired and non-owned vehicles) $1,000,000.00, ($5,000,000 if
transporting hazardous materials including environmental damages due to release or discharge of hazardous substances); cargo
damage/loss/motor-truck-cargo, $100,000 minimum per truck load; workers’ compensation with limits required by law. Except
for the higher coverage limits which may be specified above, the insurance policies shall comply with minimum requirements of
the Federal Motor Carrier Safety Administration and any other applicable regulatory state agency. Nothing in this Agreement
shall be construed to avoid or limit CARRIER’s liability due to any exclusion or deductible in any insurance policy.
E. ASSIGNMENT OF RIGHTS: CARRIER automatically assigns to BROKER all its rights to collect freight charges from Shipper or any
responsible third party on receipt of payment of its freight charges from BROKER.
F. CARRIER assumes full responsibility and liability for payment of the following items: All applicable federal, state, and local
payroll taxes, taxes for unemployment insurance, old age pensions, workers’ compensation, social security, with respect to
persons engaged in the performance of its transportation services hereunder. 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.

4. MISCELLANEOUS:

A. INDEPENDENT CONTRACTOR: It is understood and agreed that the relationship between BROKER and CARRIER is that of
independent contractor. None of the terms of this Agreement, or any act or omission of either Party shall be construed for any
purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, employer/employee relationship between
the Parties. CARRIER shall provide the sole supervision and shall have exclusive control over the operations of its employees,
contractors, subcontractors, agents, as well as all vehicles and equipment used to perform its transportation services
hereunder. BROKER has no right to discipline or direct the performance of any driver and/or employees, contractors,
subcontractors, or agents of CARRIER. CARRIER represents and agrees that at no time and for no purpose shall it represent to
any party that it is anything other than an independent contractor in its relationship to BROKER.
B. NON-EXCLUSIVE AGREEMENT: CARRIER and BROKER acknowledge and agree that this contract 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.
C. WAIVER OF PROVISIONS: (i) Failure of either Party to enforce a breach or waiver of any provision or term of this Agreement
shall not be deemed to constitute a waiver of any subsequent failure or breach, and shall not affect or limit the right of either
Party to thereafter enforce such a term or provision. (ii) This Agreement is for specified services pursuant to 49 U.S.C.
§14101(b). To the extent that terms and conditions herein are inconsistent with Part (b), Subtitle IV, of Title 49 U.S.C. (ICC
Termination Act of 1995), the Parties expressly waive 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 not limited to Federal or State statutory
claims, the Party's sole recourse (except as provided below) shall be to arbitration. Proceedings shall be conducted under the
rules of the (select one): ___Transportation Arbitration and Mediation PLLC (TAM), ___ American Arbitration Association (AAA),
_X__ Transportation ADR Council, Inc. (ADR), ___ DRC (Fruit and Vegetable Dispute Resolution Corp) for fresh produce related
claims, upon mutual agreement of the Parties, or if no agreement, then at BROKER’s sole discretion. Arbitration proceedings
shall be started within eighteen (18) months from the date of delivery or scheduled date of delivery of the freight, whichever is
later. Upon agreement of the Parties, arbitration proceedings may be conducted outside of the administrative control of the
TAM, AAA, ADR, or DRC. The decision of the arbitrators shall be binding and final and the award of the arbitrator may be
entered as judgment in any court of competent jurisdiction. The rationale and reasoning of the decision of arbitrator(s) shall be
fully explained in a written opinion. The prevailing party shall be entitled to recovery of costs, expenses and reasonable
attorney fees as well as those incurred in any action for injunctive relief, or in the event further legal action is taken to enforce
the award of arbitrators. Arbitration proceedings shall be conducted at the office of the AAA, ADR, DRC or TAM nearest
BROKER’s responsible for the subject load/shipment or such other place as mutually agreed upon in writing, or by conference
call or video conferencing upon agreement of the Parties, or as directed by the acting arbitration association. Provided,
however, either Party may apply to a court of competent jurisdiction for injunctive relief. Unless preempted or controlled by
federal transportation law and regulations, the laws of the State of Nevada shall be controlling notwithstanding applicable
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conflicts of laws rules. The arbitration provisions of this paragraph shall not apply to enforcement of the award of arbitration.
E. NO BACK SOLICITATION: (i) Unless otherwise agreed in writing, CARRIER shall not knowingly solicit freight shipments (or
accept shipments) for a period of 24 month(s) following termination of this agreement for any reason, from any shipper,
consignor, consignee, or other customer of BROKER, when such shipments of shipper customers were first tendered to CARRIER
by BROKER. (OPTIONAL) (ii) In the event of breach of this provision, BROKER shall be entitled, for a period of 24 months
following delivery of the last shipment transported by CARRIER under this Agreement, to a commission of thirty five percent
(35%) of the gross transportation revenue (as evidenced by freight bills) received by CARRIER for the transportation of said
freight as liquidated damages. Additionally, BROKER may seek injunctive relief and in the event it is successful, CARRIER shall be
liable for all costs and expenses incurred by BROKER, including, but not limited to, reasonable attorney's fees.
F. CONFIDENTIALITY: (i) In addition to Confidential Information protected by law, statutory or otherwise, the Parties agree that
all of their financial information and that of 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 the Parties and their
customers, shall be treated as Confidential, and shall not be disclosed or used for any reason without prior written consent. (ii)
In the event of violation of this Confidentiality paragraph, the Parties agree that the remedy at law, including monetary
damages, may be inadequate and that the Parties shall be entitled, in addition to any other remedy they may have, to an
injunction restraining the violating Party from further violation of this Agreement in which case the violating Party shall be liable
for all costs and expenses incurred, including but not limited to reasonable attorney’s fees.
G. The limitations of liability for cargo loss and damage as well as other liabilities, arising out of the transportation of shipments,
which originate outside the United States of America, may be subject to the laws of the country of origination.
H. MODIFICATION OF AGREEMENT: This Agreement and Exhibit A et. seq. attached may not be amended, except by mutual
written agreement, or the procedures set forth above (Pars 2.B and 2.C).
I. NOTICES: 6 (i) All notices provided or required by this Agreement, shall be made in writing and delivered, return receipt
requested, to the addresses shown herein with postage prepaid; or by confirmed (electronically acknowledged on paper) fax, or
by email with electronic receipt. (ii) The Parties shall promptly notify each other of any claim that is asserted against either of
them by anyone arising out of the Parties performance of this Agreement. (iii) Notices sent as required hereunder, to the
addresses shown in this Agreement shall be deemed sent to the correct address, unless the Parties are notified in writing of any
changes in address.
J. CONTRACT TERM: The term of this Agreement shall be one year from the date hereof and thereafter it shall automatically be
renewed for successive one (1) year periods, unless terminated, upon thirty (30) day's prior written notice, with or without
cause, by either Party at any time, including the initial term. In the event of termination of this Agreement for any reason, the
Parties shall be obligated to complete performance of any work in progress in accordance with the terms of this Agreement.
K. SEVERANCE: SURVIVAL: In the event any of the terms of this Agreement are determined to be invalid or unenforceable, no
other terms shall be affected and the unaffected terms shall remain valid and enforceable as written. The representations,
rights and obligations of the parties hereunder shall survive termination of this Agreement for any reason.
L. COUNTERPARTS: This Agreement may be executed in any number of counterparts each of which shall be deemed to be a
duplicate original hereof.
M. FAX E-MAIL CONSENT: The Parties to this Agreement are authorized to fax / e-mail to each other at the numbers shown and
e-mail addresses shown herein, (or otherwise modified in writing from time to time) shipment availabilities, equipment and
rate promotions, or any advertisements of new services.
N. FORCE MAJEURE. In the event that either Party is prevented from performing its obligations under this Agreement because
of an occurrence beyond its control and arising without its fault or negligence, including without limitation, war, riots, rebellion,
acts of God, acts of lawful authorities, fire, strikes, lockouts or other labor disputes, pandemics or epidemics, which cause such
failures to perform (except for any payments due hereunder) shall be excused for the duration of such occurrence. Economic
hardships, including, but not limited to, recession and depression, shall not constitute Force Majeure events.
O. ENTIRE AGREEMENT: Unless otherwise agreed in writing, this Agreement contains the entire understanding of the Parties
and supersedes all verbal or written prior agreements, arrangements, and understandings of the Parties relating to the subject
matter stated herein. The Parties further intend that this Agreement constitutes the complete and exclusive statement of its
terms, and that no extrinsic evidence may be introduced to reform this Agreement in any judicial or arbitration proceeding
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terms, and that no extrinsic evidence may be introduced to reform this Agreement in any judicial or arbitration proceeding
involving this Agreement.

IN WITNESS WHEREOF, we have signed this Agreement the date and year first shown above.

X X
Broker – Representative Carrier – Representative

Title: Operating Director Title:

X X
Date: Date: