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INDEPENDENT CONTRACTOR OPERATING AGREEMENT

The company

E-Transport Carriers, LLC

(referred to as “Carrier” in this Agreement), and

________________________________________________
BDD Trucking, LLC
[insert full legal name of the Independent Contractor, including “LLC”, “Inc.”, “Corp.”, etc.]

(referred to as “INDEPENDENT CONTRACTOR” or “IC” or “you” or “your”), a

check type of enterprise
corporation X limited liability company
partnership sole proprietorship
by signing below enter into this Independent Contractor Operating Agreement (together with all
appendices, exhibits and addenda, this “Agreement”).
BACKGROUND:
WHEREAS, Carrier is a duly licensed for-hire contract motor carrier providing motor truck
transportation services through commercial motor vehicle equipment owned by independent contractors;
and
WHEREAS, you are the “owner” as defined in the federal regulation 49 C.F.R. § 376.2(d) of certain
motor truck equipment, and in all respects are authorized to enter this Agreement. 49 C.F.R. § 376.2(d) defines
an “owner” as “a person (1) to whom title to equipment has been issued, or (2) who, without title, has the
right to exclusive use of equipment, or (3) who has lawful possession of equipment registered and licensed in
any state in the name of that person;” and
WHEREAS, you wish to enter into this Agreement to establish the terms and conditions under which,
you agree, among other things, to provide Carrier with access to the Equipment and driver services.
AGREEMENT:
NOW THEREFORE, for good and valuable consideration, which you and Carrier each acknowledge
that it has received and is sufficient consideration to bind it to these terms and conditions, and in
consideration for the mutual promises in this Agreement, you and Carrier agree as follows:
1. BUSINESS PURPOSES OF CARRIER AND INDEPENDENT CONTRACTOR.
(a) YOUR RESPONSIBILITY FOR EQUIPMENT AND WORKERS AND STATUS AS AN INDEPENDENT
CONTRACTOR. You agree to provide Carrier the use of the tractor and trailer equipment described in Appendix
1 (the “Equipment”) and all labor, including driver(s), necessary to operate the Equipment and to perform all of
the services contemplated by this Agreement. Additional units of Equipment may be added by signing additional
Appendices 1 and 2 describing the additional tractor and trailer equipment, all of which units of equipment will
be referred to as “Equipment” in this Agreement. It is the intention of Carrier and you that, to carry out the
respective business activities of you and Carrier, you will be an independent contractor with respect to Carrier,
and neither you, your driver(s), employee(s), agent(s), servant(s) nor any other worker(s) engaged by you
(collectively, your “Workers” or individually, your “Worker”) will be an employee of Carrier for any purpose. No
fiduciary relationship exists between you and Carrier. You understand and acknowledge that (1) you and your
Workers will have no claim, or right, under any circumstances, to any benefits or compensation currently or in the
future paid by Carrier to employees or declared by Carrier for the benefit of employees; (2) all compensation,
benefits, and working conditions of your Workers are a matter of agreement solely between you and your
Workers; and (3) you and your Workers will not receive any vacation, holiday or sick pay from Carrier and will
not participate in any health or welfare plans or other benefits available to Carrier’s employees. This exclusion

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includes but is not limited to any fringe benefits, pension, retirement or profit sharing participation or medical or
dental insurance coverage that Carrier makes available to its employees. Subject only to any applicable federal,
state, local, Native American tribal, or foreign law, regulation, or ordinance (“Applicable Law”) and safety
considerations, you assume full control and responsibility for the selection, training, hiring, setting of grooming
and dress standards, disciplining, discharging, setting of hours, meal and rest breaks, wages, and salaries, federal
and state payroll taxes, income tax withholding, coverage of workers’ injuries, unemployment tax, benefits,
pensions, adjustment of grievances, all acts and omissions, and all other matters relating to or arising out of your
use or employment of Workers to perform any aspect of this Agreement. You assume full responsibility and are,
therefore, solely responsible for complying with Applicable Law governing the terms and conditions of
employment of your employees or applicants for employment, including, without limitation, compliance with the
Federal Fair Credit Reporting Act; verification of immigration and naturalization status; proof of proper taxpayer
identification number; proof of highway use tax being currently paid when you purchase a license; proof of the
payment of all state and federal employment taxes, social security taxes, and income taxes, including Medicare
and Medicaid taxes and other required withholdings for your employees, and costs of workers’ compensation
insurance or occupational accident disability policy for yourself and any Worker engaged by you. You are free to
choose the form in which to operate your business. You agree to file all tax forms and returns that you may be
required by law to file, on account of your Workers used in the performance of this Agreement, and to pay when
due all taxes and contributions reported in the forms and returns. In that regard, you know: (i) of your
responsibilities to pay estimated social security taxes and state and federal income taxes with respect to
compensation received from Carrier; (ii) that the social security tax you must pay is higher than the social
security tax you would pay if you were an employee; and (iii) that the service you provide to Carrier under
this Agreement is not work covered by the unemployment compensation laws of any State, including
Georgia; provided, however, that if you employ or use Workers to fulfill your obligations under this
Agreement, and the drivers, helpers, or other Workers are covered by the unemployment laws of any State,
including Georgia, you are solely responsible for providing unemployment insurance for your Workers.
You agree to furnish Carrier such evidence of compliance with the foregoing as Carrier may reasonably require,
including but not limited to proof of income and payroll taxes currently paid by you or withheld by you from the
wages of your Workers. You understand that Carrier will file Form 1099(s) with the IRS with respect to payments
to you as required by Applicable Law.
(b) YOUR CONTROL OF TRANSPORTATION SERVICES. You agree that you will determine the manner
and means of transportation services under this Agreement as long as you agree to perform the services in
accordance with (1) the terms established by the shipper and/or consignee as stated in writing or in the bill of
lading under which the transportation service is rendered and (2) the federal safety regulations issued by the
Federal Motor Carrier Safety Administration (“FMCSA”) in force and effect related to Carrier’s operations
(“Federal Motor Carrier Safety Regulations” or “FMCSR”) and all other Applicable Law. Nothing in this
Agreement or any other contract or statements of Carrier will be deemed, construed or applied to control or direct,
or to infringe on your right to control or your actual control of, the manner and means that you perform the
transportation service. Any attempt by Carrier to do so will have no force or effect. Subject only to Applicable Law,
it will be your sole responsibility to select, purchase or lease, and finance the Equipment; to decide when, where,
and how maintenance and repairs are to be performed on the Equipment and loads are to be secured, loaded and
unloaded; and to select all routes and decide location, time and duration of all meal, rest, and refueling stops;
however, to meet Customer Specifications (as defined in Section 2(h)(8)), you agree to make timely and safe
deliveries of all loads and to notify Carrier when delivery has been made or will be delayed for any reason.
(c) THE PARTIES’ FINANCIAL OBLIGATIONS IF YOU ARE RECLASSIFIED AS AN EMPLOYEE.
Because the terms of this Agreement are designed to achieve the parties’ mutual goal of establishing a
carrier-independent contractor owner-operator arrangement under which you will provide the
contracted trucking services as an independent contractor, the parties acknowledge that, if a court,
government agency, or arbitrator issues a binding decision finding you to be Carrier’s employee (a
“Reclassification Decision”), the Reclassification Decision will prevent the parties from fully realizing their
desired contractual relationship, and thereby destroys the purpose for which this Agreement was
executed. Therefore, you and Carrier agree that a Reclassification Decision of the following types will
result in application of the corresponding terms and conditions agreed upon below:

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 (1) Wage and Reimbursement Statutes: If there is a Reclassification Decision finding you to
be an employee for purposes of any law regulating wages or expense reimbursement, you and Carrier agree that
you and Carrier desire to be returned to your and Carrier’s original positions (i.e., as if the parties had never entered
into this Agreement), and for purposes of determining your and Carrier’s rights and obligations under that law, you
and Carrier agree that the linehaul rates, fuel surcharges, accessorial amounts, safety incentives, and other amounts
payable by Carrier to you under this Agreement (collectively, the “Original Payment Terms”) that are stated in
this Agreement (including attached Appendices) will be void from the beginning (ab initio) and the following terms
will instead be deemed to apply from the beginning (ab initio):
(i) Labor: For your labor, Carrier will owe to you an amount per hour equivalent to
120% of the highest minimum wage rate applicable in your Region (defined below) (whether that rate is
set by federal, state or local law) for all “compensable time” (as defined by Applicable Law), with overtime,
double time and other additional premiums paid to the extent required by Applicable Law. Your “Region”
means: (i) the jurisdiction in which Carrier (or Carrier’s agent) office that usually dispatches trips to you
(or other Worker in question) is located, which jurisdiction is specified on the signature page of this
Agreement; or (ii) if there is no office that dispatches a majority of trips to you (or other Worker in question),
either the jurisdiction in which the majority of your (or your Worker’s) miles are operated or, if such miles
are spread among multiple jurisdictions with none having a majority of them, the jurisdiction in which you
(or your Worker) reside; or (iii) such other location as determined under Applicable Law. The amount of
“compensable time” will be determined using any relevant, reliable evidence (i.e., not estimates or
projections), including but not limited to hours-of-service logs (or data), settlement statements, other driver
logs, trailing equipment interchange data, IFTA tax reporting records, shipment and/or vehicle tracking
data, bills of lading, fuel receipts, toll receipts, and testimony. The parties agree that any wage obligation
arising from a Reclassification Decision will not be calculated using a “regular rate” based on the amounts
paid under the Original Payment Terms because, in addition to being void from the beginning (ab initio),
such terms were premised on your agreement to assume certain operating costs, including equipment,
labor, and other business expenses.
(ii) Reimbursement: Carrier will owe to you the amount that would have been owed
under any Applicable Law requiring Carrier to reimburse you for business expenses incurred as an
“employee” of Carrier. You agree to provide documentation to evidence such business expenses as required
for reimbursement under Applicable Law.
(iii) Offset: The parties agree that all amounts owed to you under immediately preceding
subsections 1(c)(1)(i) and (ii) above will be offset against the amounts Carrier paid to you under the Original
Payment Terms for the same period. Those payments will also satisfy any liability the Reclassification
Decision imposes on Carrier for statutory wage and reimbursement obligations. Any additional amounts
Carrier owes to you (including your agent and/or legal representative) under the Reclassification Decision
(e.g., penalties and other damages awarded under the Reclassification Decision based on violations of
employment laws due to Carrier’s misclassification of you as an independent contractor) will be offset against
any remaining amount Carrier paid to you under the Original Payment Terms now void from the beginning
(ab initio) for the same period.
(iv) Remaining Liability/Surplus: If the amount Carrier owes you under subsections
1(c)(1)(i) and (ii) above and/or the Reclassification Decision is not fully satisfied by offset, Carrier’s
remaining liability will be subject to the same legal requirements applicable to the original liability, including
but not limited to any defenses that would otherwise be available to Carrier. If, however, the amount Carrier
paid to you under the now void Original Payment Terms exceeds the amount Carrier owes you under
immediately preceding subsections 1(c)(1)(i) and (ii), the parties agree that the surplus will be deemed an
overpayment by Carrier.
(2) Payroll Tax Statutes: If there is a Reclassification Decision finding you to be an employee
for purposes of any payroll tax law (including laws relating to unemployment insurance benefits and tax
contributions for same), you and Carrier agree that you and Carrier desire to be returned to their original positions
(i.e., as if the parties had never entered into this Agreement), and agree that the Original Payment Terms will be

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void from the beginning (ab initio) and the following terms will instead be deemed to apply from the beginning (ab
initio):
(i) Labor: For your labor, Carrier will owe to you an amount per hour equivalent to
120% of the highest minimum wage rate applicable in your Region (whether that rate is set by federal, state
or local law) for all “compensable time” (as defined by applicable employment statutes in the locality), with
overtime, double time and other additional premiums paid to the extent required by law. The amount of
“compensable time” will be determined in the same manner described in subsection 1(c)(1)(i) above. The
amount Carrier owes you under this section for each quarter in the relevant tax period will be offset against
the amounts Carrier paid to you under the Original Payment Terms for the same quarter, and this amount
will constitute the amount of taxable wages paid during the quarter. As detailed below, all additional
payments to you during the same period will constitute non-wage payments (i.e., reimbursement of business
expenses and/or overpayments) and, therefore, not subject to payroll taxes.
(ii) Expense Reimbursement: Carrier will owe to you the amount that would have been
owed under any law requiring Carrier to reimburse you for business expenses as an employee of Carrier
and/or the cost of your actual business expenses, whichever is greater, and Carrier’s obligation under this
subsection for each quarter in the relevant tax period will be offset against the non-wage portions of the
payments Carrier made to you under the Original Payment Terms during the same quarter. You agree to
provide documentation to evidence such business expenses as required for reimbursement under Applicable
Law.
(iii) Overpayments: If the amount Carrier paid you under the Original Payment Terms
during a quarter within the relevant tax period exceeds the combined amount of wages and expense
reimbursement owed under subsections 1(c)(2)(i) and (ii) above, the surplus will be deemed an
overpayment recoverable by Carrier, not payment for labor, and, therefore, not “wages” subject to payroll
taxes.
(3) Right To Terminate Contract in Event of Reclassification Decision: Because
reclassification of your status from independent contractor to employee would prevent you and Carrier from fully
realizing their desired contractual relationship, and thereby destroys the purpose for which this Agreement was
executed, either Carrier or you may, immediately upon initial issuance of a Reclassification Decision (even if
appealed or appealable) terminate this Agreement on one day’s notice to the other party. The provisions of Sections
1(c)(1) and (2) above will survive termination of this Agreement as will the provisions of Appendix 9 on Arbitration
of Disputes (if you did not opt-out), or any other provision regarding arbitration of disputes between the parties.
(d) NO FORCED DISPATCH. This Agreement does not obligate you to accept for transportation every,
or any, trip offered by Carrier, and does not obligate Carrier to offer any trips to you, and you are free to accept or
reject any shipment offered by Carrier. Carrier does not guarantee any specific number of shipments or amount of
revenue or profit to you, or to use the Equipment at any particular time or location. You are free to provide vehicles
not identified as Equipment and professional truck driving services to other motor carriers during the term of this
Agreement. You are also free to use the Equipment in the operations of other motor carriers during the term of
this Agreement, in accordance with the requirements of federal law as described in Section 2(d)(2) and the
Appendix regarding alternative uses of the Equipment and the associated procedures and agreements referenced
in that Appendix.
(e) YOUR RESPONSIBILITY TO COMPLETE TRIPS. If you accept a trip offered by Carrier, you agree to
perform such transportation service, including other necessary or ancillary services, in accordance with the
Customer Specifications. If, after you have accepted a trip offered by Carrier, you are, for any reason, unable to
complete delivery, or if for any reason you are unreasonably delayed in completing delivery, or if you abandon
freight or trailers dispatched to you, Carrier may take possession of the shipment and arrange for completion of
delivery at your expense. In that event, you waive any recourse against Carrier for doing that. You authorize Carrier
to deduct or otherwise recover from any amounts due from Carrier to you all direct or indirect costs, expenses, or
damages, including attorneys’ fees, incurred by Carrier as a result of Carrier’s taking possession of the shipment,
recovering any freight, equipment or other property, and completing performance.

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 (f) TERM OF THIS AGREEMENT. The term of this Agreement will begin at the date and time indicated
on the receipt Carrier gives you when taking possession of the Equipment following the signing of this Agreement
by both parties, or if later, submission of the evidence that the Equipment has passed the inspection required
under Section 2(b)(3) (the “Effective Date”) and continue for a period of twenty-four (24) months, unless earlier
terminated under Section 7 of this Agreement.
2. YOUR RESPONSIBILITIES.
(a) IN GENERAL, you, at your expense, agree to provide all the Equipment ready to operate and fully
roadworthy, including the necessary licenses, permits, cab cards, and state base plates, and to furnish all lubricants,
fuel, tires (including changing or repairing tires), and other parts, supplies, equipment, and repairs necessary for the
safe and efficient operation and maintenance of the Equipment. You agree to pay all expenses related to the operation
of the Equipment, including empty mileage, lumper expenses, highway use taxes, weight taxes, state property, ad
valorem, or indefinite situs taxes, fuel taxes, registration fees, base plates and licenses (and any unused portions
thereof), and other permits of all types, ferry, bridge, tunnel, and road tolls, detention and accessorial charges not
collected by Carrier because of your failure to provide required documentation, and the costs of your Workers as set
forth in Section 1(a) of this Agreement.
(b) EQUIPMENT CONDITION AND MAINTENANCE.
(1) You represent to Carrier that you are the “owner” of the Equipment under 49 C.F.R. §
376.2(d), and in all respects are authorized to enter into this Agreement. You further warrant that the Equipment
includes all required accessories, all of which are in good, safe, and functional operating condition. The Equipment
will be maintained in good, safe, and functional operating condition at your sole expense.
(2) You, at your expense, will equip and maintain the Equipment in safe condition and in
compliance with Applicable Law.
(3) Before this Agreement begins, to ensure compliance with Applicable Law, you agree to either
(i) provide Carrier a copy of an inspection report showing the Equipment passed a full annual U.S. DOT inspection
under 49 C.F.R. § 396.17 within the last 60 days or (ii) at your expense, make the Equipment available for such an
inspection at an appropriate maintenance facility, and have any necessary maintenance or repairs done at your
expense. Carrier, or a person duly authorized by Carrier, may inspect the Equipment to determine the type and
condition of the Equipment, and that its condition complies with the foregoing requirements. If such inspection
reveals that the Equipment does not comply, this Agreement will not become effective, and Carrier will have no
obligation to bring the Equipment into compliance.
(4) On the Effective Date of this Agreement and during each 90-day period after that, as required
by Applicable Law and Carrier’s Policies and Procedures, you agree to have a full annual U.S. DOT inspection at an
authorized maintenance facility. For the first inspection and for later inspections, Carrier will pay up to $60 toward
the cost of each such inspection in which the Equipment “passes” all inspection items. If you fail to submit the
Equipment for inspection each quarter, the Equipment will be put out of service (as required by Applicable Law)
until such inspection is performed and submitted to Carrier showing that the Equipment’s condition complies with
Carrier’s Policies and Procedures and Applicable Law. You, at your expense, also agree to make the Equipment
available for inspection by Carrier at any time upon Carrier’s reasonable request at an appropriate maintenance
facility.
(c) MAINTENANCE RECORDS OF EQUIPMENT. You agree to maintain records of inspection, repair,
and maintenance in accordance with Applicable Law for the duration of this Agreement, and for six (6) months
later. You agree to forward to Carrier all maintenance records covering the Equipment requested by Carrier.
Further, you agree to forward to Carrier within 48 hours any such records at Carrier’s notification to you of a
scheduled Department of Transportation compliance review or request for records. You agree to provide Carrier
with a copy of any inspection reports (roadside or otherwise) immediately once the inspection is complete.
(d) UNAUTHORIZED USE OF EQUIPMENT.
(1) So long as this Agreement is in effect, you, on behalf of yourself and any of your Workers
operating the Equipment covered by this Agreement, agree to operate the Equipment in accordance with
Applicable Law.

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 (2) Except as restricted by Applicable Law, nothing in this Agreement prohibits you from
providing transportation services for other motor carriers, brokers, directly for shippers, or any other person or
entity as long as you comply with the requirements of 49 C.F.R. Part 376.
(3) There are several ways that you can perform transportation services other than on Carrier’s
behalf. So that you know how to use your Equipment in these alternative ways for others in compliance with 49
C.F.R. Part 376, Carrier has prepared an Appendix to this Agreement addressing such alternative uses of the
Equipment. You can request a copy of that Appendix from Carrier’s Safety Department. You agree to obtain Carrier’s
pre-authorization and sign the applicable Appendix addressing such alternative uses BEFORE ACCEPTING A TRIP
and to comply with such Appendix’s procedures. The alternative uses may consist of the following, which are
together referred to as “Alternative Uses of Vehicle”.
• “Sublease” – Carrier subleases the Equipment (including services furnished by your driver) to another
authorized for-hire motor carrier of property (“Sublease Carrier”) for the provision of for-hire motor
carriage, exempt or non-exempt from the jurisdiction of the U.S. Secretary of Transportation under 49 U.S.C.
§§ 13501 et seq., to Sublease Carrier’s customers under Sublease Carrier’s operating authority.

• “Contractor Motor Carriage” – You use your own motor carrier operating authority to provide for-hire
motor carriage, exempt or non-exempt from the jurisdiction of the U.S. Secretary of Transportation under 49
U.S.C. §§ 13501 et seq., to a shipper (directly or through a motor freight broker), in which event, the
provisions of the Appendix relating to Alternative Uses of the Vehicle will be deemed to constitute the
sublease required by 49 C.F.R. § 376.12(c)(2).

• “Exempt Motor Carriage” – You, lacking motor carrier operating authority of your own but possessing a
validly issued DOT Number, lawfully provide for hire motor carriage, exempt from the jurisdiction of the U.S.
Secretary of Transportation under 49 U.S.C. §§ 13501 et seq., to a shipper (whether directly or through a
motor freight broker).
(3) If you engage in an Alternative Use of Vehicle without obtaining the required authorization
from Carrier in advance and signing and complying with the applicable Appendix, you will be deemed to have
materially breached this Agreement. In that event and in light of the administrative, claims-investigation, insurance
coverage-litigation, and other expenses Carrier may incur in the event of a highway accident or incident involving
you, your Workers or the Equipment in connection with such an unauthorized trip, you agree to pay Carrier, as
liquidated damages and not as a penalty, the amount of $1,000.00, in addition to the indemnification you will owe
Carrier under this Agreement and agree that the liquidated damages may be recovered through deduction from
your Settlement Compensation (defined in Section 3(d)(1)) and other amounts due. In addition, Carrier may, at its
option, immediately terminate this Agreement.

(e) RESPONSIBILITY OVER EQUIPMENT AND IDENTIFICATION DEVICES.

(1) Carrier will have possession, control and of the Equipment and will assume complete
responsibility for the operation of the Equipment, for the duration of this Agreement. The foregoing declarations
are made solely to comply with FMCSA regulations and may not be used for any other purposes, including any
attempt to classify you as an employee of Carrier. Nothing in the provisions required by 49 C.F.R. § 376.12(c)(1) is
intended to affect whether you or any Worker you provide are an independent contractor or employee of Carrier.
Because of the restrictions stated in the federal regulations of 49 C.F.R. §§ 376.12(c)(1) and (2), you may operate
the Equipment for another motor carrier or entity during this Agreement only with Carrier’s prior written
consent.
(2) Carrier agrees to provide you with the Equipment placards/identification required by 49
C.F.R §390.21. Before placing the Equipment in Carrier’s service, you agree to apply such identification to the
Equipment as required by Applicable Law and to remove any items that, in Carrier’s reasonable judgment, would
interfere with this identification or be offensive. You agree that you will allow such identification to be affixed to
the Equipment as required by Applicable Law while it is being used to perform services arranged by Carrier under
this Agreement. Carrier may request that you apply other logos, advertisements and slogans to the Equipment.
All such items of identification and documents are Carrier’s sole property. You agree to remove or cover up this

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 identification while operating the Equipment on behalf of any other carrier or for any purpose other than
conducting Carrier’s business. You also agree to remove such identification from the Equipment and return it to
Carrier immediately upon this Agreement’s termination. Carrier agrees that you may display your name and
address on the Equipment.
(f) RESPONSIBILITY FOR FINES, PENALTIES, AND ASSESSMENTS. Except as otherwise provided
in this Section and not subject to the indemnity limits of Section 2(k)(2) of this Agreement, you will be liable
for all fines, penalties, and assessments incurred from the operation of the Equipment under this Agreement –
whether naming you (including your drivers), Carrier, or both and including but not limited to parking, traffic, or
driver logbook violation fines and penalties – imposed for violation of any Applicable Law where the violation
results, at least partially, from an act or omission of you or your Workers. You agree to ensure that all shipments
are in compliance with the size and weight laws of the states, provinces, and localities through which the
Equipment will travel and to notify Carrier if the vehicle is overweight, oversized, or in need of permits before
beginning the trip. Except when the violation results from your acts or omissions, Carrier will assume the risks
and costs of fines for overweight and oversized trailers when such trailers are pre-loaded, sealed, the load is
containerized, or for improperly permitted oversized and overweight loads, or when the trailer or lading is
otherwise outside the control of you or your Workers. You agree to pay, or reimburse Carrier for, any costs or
penalties due to your failure to weigh each shipment or to notify Carrier that the vehicle is overweight, oversized
or in need of permits, or operating the Equipment over routes not included within the permit, or failing to pick up
permits made available to you by Carrier. Carrier agrees to assume responsibility for fines associated with
improperly permitted over-dimension and overweight loads where such permits were obtained by Carrier and
where the fine is imposed for a reason other than your or your driver’s or other Worker’s act or omission. You
authorize Carrier to deduct from your Settlement Compensation or otherwise recover any fines or penalties which
are required to be paid by Carrier, but which are your responsibility.
(g) NO UNAUTHORIZED PASSENGERS. Federal regulation 49 C.F.R. § 392.60 prohibits any passenger
from traveling in the Equipment without the Carrier’s prior written authorization. Carrier will only give its
authorization if your driver and the passenger submit to Carrier a fully executed authorization form. You may request
the form from Carrier’s Safety Department. No more than one authorized passenger will be permitted at any time.
You agree not to permit any passenger to operate or be in charge of the Equipment at any time for any purpose
whatsoever, or to be outside the truck cab during loading or unloading.
(h) DRIVER QUALIFICATION. You agree that you and your Workers who perform services under this
Agreement will not engage in—or attempt, conspire, or threaten to engage in—any act or omission that would
constitute a felony or intentional tort, whether or not relating to or arising out of operations under this Agreement.
In addition, you recognize that Carrier’s separate and distinct business of providing motor carrier freight
transportation service to the public is subject to the specifications of Carrier’s customers and to regulation by various
federal, state, local, Native American tribal, and foreign authorities. You acknowledge that you have a full and
complete understanding and knowledge of the requirements of all these authorities and of all applicable Customer
Specifications. You agree to adhere to and perform (and ensure that your Workers adhere to and perform) the
following so that you and Carrier comply with Applicable Law and Customer Specifications:
(1) You are not obligated to personally perform any of the services contemplated by this
Agreement. You agree to provide professional drivers who meet Carrier’s driver qualification standards (part of
Carrier Policies and Procedures1) and Applicable Law, including all standards found in the FMCSRs. Each of your
drivers must consent and authorize Carrier to access applicable driver files, SMS safety scores and other data, and
FMCSA’s Pre-Employment Screening Program (“PSP”) reports on such driver, both during the qualification process
and at any later time. Carrier will disqualify, for at least the period specified in 49 C.F.R. § 383.51, any driver
(including you) who has been convicted of or alleged to have committed a disqualifying violation set forth in that
regulation, and Carrier will have the right to disqualify temporarily or permanently any driver (including you) if

1 “Policies and Procedures” mean Carrier’s driver qualification standards, Carrier’s Owner Operator Orientation/Handbook (“Contractor
Manual”), Applicable Law, including the Federal Motor Carrier Safety Regulations, FMCSA’s Safety Measurement System (“SMS”) and
materials related to CSA, and the Hazardous Materials Regulations (as applicable). Carrier may change the Contractor Manual at any time and
will furnish any changes to the Contractor Manual to you, at no charge, before the changes go into effect. With respect to the above mileage
guide, Carrier will furnish to you at your request and at no charge at any Carrier terminal during normal business hours, prints of a
commercially-reasonable number of particular city-to-city mileage calculations.

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that driver is found to be in violation of Sections 2(h)(4), 2(h)(5), or 2(l)(2) of this Agreement and Section 3 of
Appendix 10, or to be unsafe, unqualified, unfit, or uninsurable under Applicable Law, in violation of Carrier’s driver
qualification standards, or in violation of any Customer Specifications. Upon a driver’s disqualification by Carrier,
you agree to provide another qualified driver. In addition, you are free, at any time during this Agreement, to hire
substitute or additional professional drivers who meet Carrier’s driver qualification standards.
(2) You agree to ensure that each of your drivers obtains a Transportation Worker Identification
Credential (“TWIC”) from the Transportation Security Administration of the U.S. Department of Homeland Security
if necessary to access any locations needed to perform services under this Agreement.
(3) You agree to submit to Carrier, on a timely basis, all properly completed driver logs and
supporting documents (including originals or copies of toll receipts), physical examination certificates, accident
reports, and any other required data, documents, or reports. You agree that all bills of lading or other papers
identifying the property carried on the Equipment will show that the property is being transported under the motor
carrier authority of Carrier or of a Sublease Carrier (as defined in Section 2(d)(3) on Alternative Uses of Vehicle).
(4) You agree to ensure all of your drivers complete medical examinations before driving and
follow-up examinations as required by 49 C.F.R. §§ 391.41 et seq. You further agree to ensure that each driver notifies
Carrier immediately if a physical condition develops or worsens, or, as required by 49 C.F.R. § 382.213(d), a new
medication that might adversely affect the driver’s ability to safely operate a commercial motor vehicle is taken.
Carrier may, any time after learning of a driver’s adverse physical condition or new medication, suspend the driver’s
qualification to operate the Equipment pending Carrier’s receipt of further information from you. Carrier will then
decide whether to restore the qualification of the driver and will notify the driver and you of the decision. You will
bear the expense of medical examinations for all of your drivers.
(5) You agree that you and your drivers will comply with all drug and alcohol use and testing
requirements mandated by Applicable Law, including those set forth in 49 C.F.R. § 382.101 et seq., as well as Carrier’s
Drug and Alcohol Policy, including participation in Carrier’s random drug and alcohol testing program required by
49 C.F.R. §§ 382.103 and 382.601. Your driver’s violation of Carrier’s Drug and Alcohol Policy will immediately
disqualify your driver. Carrier will bear the cost of the initial pre-contract drug test and all subsequent drug and
alcohol tests for all of your drivers, all of which will be conducted at designated testing facilities.
(6) You agree to ensure all of your Workers (a) drive or otherwise perform in a safe and prudent
manner at all times so as to avoid endangering the public, the driver, and/or the property being transported; (b)
adhere to and perform under the terms of this Agreement, the requirements of Applicable Law (including without
limitation prohibitions on texting and use of handheld mobile telephones), Carrier’s operating authorities, and,
conditioned only upon clause (a) of this Subsection, all Customer Specifications and Carrier Policies and Procedures;
and (c) not be involved, during this Agreement, in an “accident” that, in Carrier’s reasonable judgment, was
“preventable” by your driver, as those terms are defined in 49 C.F.R. § 390.5 and 49 C.F.R. Part 385, App. B,
respectively.
(7) You agree that your drivers must at all times meet FMCSA’s safety standards sufficient to
enable Carrier to (i) achieve and maintain a “satisfactory,” “fit” or similar rating that enables Carrier to operate
without FMCSA intervention or restriction pertaining to any of the seven safety evaluation areas (aka “BASICs”)
measured by FMCSA’s Compliance, Safety, Accountability program (“CSA”); (ii) obtain insurance coverage without
increased costs associated with driver ratings or other driver measurements under CSA; and (iii) be and remain
competitive with similarly situated carriers with regard to quality of driver safety as measured under CSA. You agree
to notify Carrier in writing immediately (but no later than 1 business day) after receiving notice from the FMCSA
that any of your drivers has been deemed “unfit” or “marginal” or otherwise disqualified from operating commercial
motor vehicles in interstate commerce based on their safety and compliance performance.
(8) You agree to adhere to and perform all specifications dictated by Carrier’s customers
communicated to you which may reasonably be adhered to and performed without violating Applicable Law or
other Carrier Policies and Procedures or endangering the public, your driver, and/or the property being
transported (“Customer Specifications”). If Carrier’s customer makes any of your drivers’ access to facilities or
freight subject to the driver’s passing the customer’s own drug or alcohol tests or meeting other standards not

8
 imposed by Applicable Law, Carrier Policies and Procedures, or this Agreement, you are free to refuse Carrier’s
offer of shipments from that customer.
(9) You, as trustee, will collect and account for all amounts due Carrier for transportation charges
and cost of goods in shipments designated as “Cash on Delivery” (“C.O.D.”), in accordance with bill of lading,
shipping contract, or other instructions covering the shipment, and promptly remit all collected amounts to Carrier.
You understand that you are not authorized to make any adjustments to the amount to be collected and agree that
no shipment hereunder will be delivered until all C.O.D. charges have been collected as required. You agree to be
responsible for any losses relating to the return and transmittal of amounts so collected or not collected, and you
authorize Carrier to deduct or otherwise recover all such amounts.
(i) “REASONABLE DISPATCH” AND COOPERATION WITH CARRIER.
(1) You agree to deliver the cargo loaded on the Equipment to the consignee with reasonable
diligence, speed and care as required by stated delivery appointments in the bills of lading or accompanying
dispatch orders. You agree to be responsible to inspect the condition of loaded cargo before departing the loading
origin(s) to ensure the cargo is both loaded securely, and has been received in good, undamaged condition.
(2) You agree to report any crash, collision of the Equipment with any vehicle, object or person,
accident (whether or not defined as an “accident” or “preventable” under this Agreement), incident, potential or
actual claim, bodily injuries, losses or damages (including to cargo or to any container, chassis, or trailer, or tires
provided by Carrier or Carrier’s customers), cargo shortages, overages, damages, or other exceptions of any nature
immediately to Carrier’s Safety Department. If possible, you agree to notify Carrier of all cargo claims before leaving
the shipper’s or consignee’s location. If any such occurrence is not reported immediately to Carrier, you (1) will risk
disqualification of your driver (including you, if a driver) and termination of this Agreement; and (2) not subject to
the indemnity limits in Section 2(k)(2) of this Agreement, agree to reimburse Carrier for all expense
incurred as a result of the delay. Your indemnity obligation to Carrier under Section 2(k)(1) will apply to
each cargo claim, including but not limited to delay, shortages, misdelivery, and any direct damage claim
relating to lost, damaged, or contaminated loads, arising out of or in connection with, your services. You
authorize Carrier to deduct or otherwise recover any such amounts from your Settlement Compensation. Both
during and after the term of this Agreement, you agree to cause your past and current Workers to cooperate fully
with Carrier and Carrier’s representatives and insurers (at your sole expense) with respect to any legal action,
regulatory hearing or other proceeding arising from the operation of the Equipment, the relationship created by
this Agreement or the services performed hereunder, including providing written reports or affidavits, attending
hearings and trials and assisting in securing evidence or obtaining the attendance of witnesses. Carrier will retain
the exclusive right to determine the disposition of any such proceeding by way of settlement, satisfaction of
judgment, or appeal through the appropriate administrative agency and/or court.
(j) SELECTION OF YOUR SUPPLIERS. You are not required to purchase or rent any products,
equipment or services from Carrier as a condition of entering into this Agreement. The terms of any contract under
which you elect any transaction that gives Carrier the right to make deductions from your Settlement
Compensation will be specified in an Appendix or Addendum to this Agreement. You understand and agree that to
perform the transportation services under this Agreement, you are required to furnish a trailer as part of the
Equipment. You are not required to rent a trailer from Carrier. If you elect to rent trailer(s) through Carrier, then
the parties agree to execute APPENDIX 3 EQUIPMENT RENTAL TERMS at the time of rental.
(k) INDEMNIFICATION OF CARRIER.
(1) You agree to defend, indemnify and hold Carrier and Carrier’s affiliates and
subsidiaries, and their respective officers, agents, and employees (the “Carrier Indemnitees”) harmless
from any and all direct, indirect, or consequential loss, damage, delay, fine, civil penalty, including
reasonable attorneys’ fees and costs of litigation, action, claim for injury to persons (including to Carrier’s
employees or agents), including death, damage to property, environmental response or restoration
expense, cargo loss or damage, loss of or damage to trailers, chassis or containers, or other real or personal
property, injunctive obligations, costs to enforce these indemnification obligations or other expense that
any Carrier Indemnitee pays or otherwise incurs (collectively, “Carrier Damages”) arising out of or in
connection with your (including your Worker’s) negligence, gross negligence, willful misconduct, material

9
 breach of this Agreement, failure to comply with any obligation under this Agreement, or other culpable
acts or omissions. You authorize Carrier to deduct or otherwise recover any amounts due to any Carrier
Indemnitee under this Section and, if necessary, to recover such amounts through all available lawful
means. If you operate the Equipment for any purpose other than the transportation of trips and cargo
dispatched by Carrier, you agree to defend, indemnify and hold the Carrier Indemnitees harmless from any
Carrier Damages arising from that operation. This section of this Agreement will remain in full force and
effect both during and after the termination of this Agreement.
(2) Your indemnity obligation for Carrier Damages is limited with respect to trailer
damage, cargo shortage or damage, delays in transporting shipments, personal injury and property
damage – except as expressly provided elsewhere in this Agreement – to paying Carrier up to (i) $1,500.00
per occurrence for trailer damage, (ii) $1,500 per occurrence for claims resulting from cargo shortages,
cargo damage, or delays in transporting shipments, or (iii) $1,500 for personal injury and/or property
damage claims, subject to a total maximum liability of $3,000 for any one accident or occurrence. Carrier
will furnish you with a written explanation and itemization of any deduction for cargo or property
damage before the deduction is made. None of those dollar limits will apply to any liquidated damages
owed to Carrier or to any Carrier Damages resulting from accidents or other causes whenever the
Equipment is not being operated on Carrier’s behalf, including without limitation when the Equipment is
not under dispatch, or when the Equipment is operated when put out of service for failed or deficient
inspection results. In addition, the indemnity limits stated in this Subsection and the Deductions Table in
Appendix 5 will apply only to your indemnification obligation for Carrier Damages and will not limit in
any way the losses, damages, attorneys’ fees, or other expenses that you may sustain as a result of an
injured third-party’s assertion of a claim directly against you.
(3) Carrier has secured certain insurance policies and coverages directly relevant to
certain risks and liabilities for which you have agreed to indemnify the Carrier Indemnitees under this
Section (for example, automobile liability, general liability, and cargo liability arising out of or in connection
with your (including your Worker’s) negligence, gross negligence, willful misconduct, or other culpable acts
or omissions. These policies are expressly for the benefit of Carrier and incidentally may benefit you. Terms
of the policies may change (for example, higher or lower deductibles, length of coverage, underinsured
motorist waivers or limitations, or insurance underwriters). You understand that you do not have any
obligations under the policies nor any right to change the terms of coverages.
(4) Notwithstanding Section 2(k)(1) and not subject to the limits of Section 2(k)(2) of this
Agreement, you agree to defend, indemnify, and hold the Carrier Indemnitees harmless from (i) any claim
by you of loss of or damage to your own Equipment or other property (and any related fine, civil penalty, or
expense, including reasonable attorneys’ fees and costs of litigation) and (ii) any claim by any other
contractor of Carrier of loss of or damage to the other contractor’s truck, tractor, trailer, or other property
(and any related fine, civil penalty, or expense, including reasonable attorneys’ fees and costs of litigation)
due to the negligence, gross negligence, willful misconduct, material breach of this Agreement, or other
culpable acts or omissions of you (including your Workers).
(5) THIS AGREEMENT GENERALLY, AND VARIOUS PROVISIONS THROUGHOUT SPECIFICALLY,
REFLECT THAT YOU ARE AN INDEPENDENT CONTRACTOR, NOT AN EMPLOYEE OF CARRIER. Furthermore, as
stated in Section 1(a), you have agreed to be responsible for any employment expenses for your Workers, including
but not limited to withholding and remitting to proper authorities all payroll taxes and related expenses from the
wages paid by you to your Workers and all other benefits and pensions. Under Section 2(k)(1), among other
commitments, you agree to defend, indemnify and hold harmless the Carrier Indemnitees from your breach of
contract or failure to comply with this Agreement. THEREFORE: notwithstanding Section 2(k)(1) of this Agreement
and not subject to the limits of Section 2(k)(2) of this Agreement, you agree to defend, indemnify and hold Carrier
Indemnitees harmless from all reasonable attorneys’ fees and litigation expenses and other Carrier Damages arising
out of or in connection with your failure to comply with your obligations related to your Workers, including but not
limited to your failure to pay your Workers, provide required or contracted benefits and insurance, remit required
payroll and other employment-related withholdings, and from any claim, suit, or action alleging that any of your
Workers (but not you) is an employee of Carrier, and including but not limited to claims, suits, actions, or
administrative proceedings brought by you, your owner (if any), or any Workers engaged by you to perform services

10
under this Agreement – or, at your instance or with your consent, by any union or other private organization or
member of the public. However, you will not be obligated to defend, indemnify and hold harmless Carrier if your
Worker is found, in a final (upon completion of all appeals or the running of all applicable appeal periods) judicial
or administrative decision, to be Carrier’s employee.
(l) ELECTRONIC LOGGING DEVICES AND MOBILE COMMUNICATIONS.
(1) Supplying the ELD System. You understand that FMCSRs (49 CFR 395.8) require that you
document compliance with hours-of-service regulations through an electronic logging device (“ELD”) and you agree
to use the ELD in accordance with Applicable Law. You agree to either provide an ELD on your own or elect to obtain
one through Carrier by making an election in Appendix 11 or other deduction authorization form agreed to by
Carrier and you.
(2) Safe Use of Communications Devices. Applicable Law prohibits the handheld use of
mobile phones by drivers operating commercial motor vehicles except when, in an emergency, such use is necessary
to communicate with law enforcement officials or other emergency services. Violations of this prohibition may
impact driving safety and result in civil penalties against Carrier. As a result, you agree to ensure that your
drivers comply with Applicable Law and Customer Specifications regarding use of mobile phones and ELDs
while operating the Equipment. Failure to comply with such prohibitions or limitations may result in
disqualification of the driver involved and/or termination of this Agreement.
(3) Privacy Disclosures and Consent Form. Appendix 8 describes the categories of data
collected by the ELD; how Carrier may use that data; and your right and your driver(s) to review certain of the
collected data by request to Carrier and includes privacy-related consents.
(m) SHIPPER AND RECEIVER SIGNATURES. To ensure payment by Carrier’s customer, you agree to
notify Carrier before the free time period for loading and unloading expires and driver/Equipment detention begins
to be incurred and to obtain customer’s signature at the time of delivery to verify any delay and/or unloading time.
You also agree to obtain signed delivery receipts for empty trailers delivered for loading and to note on the delivery
receipt any exceptions that the customer takes to the type or condition of the trailer. Consistent with 49 U.S.C.
§80113, (1) if you are asked to sign a bill of lading or delivery receipt for a trailer that is loaded, counted or sealed
by the shipper, you agree to note “Shipper’s load and count” or “SLC” and/or “Receipt Acknowledged Only” on the
bill of lading before signing it, and (2) when you receive, move and/or deliver a trailer that is sealed, you agree to
obtain (a) the shipper’s signature on the bill of lading noting the seal number, (b) any interchanging rail or motor
carrier’s signature on the bill of lading verifying the seal is intact when possession is transferred to or from you, and
(c) the receiver’s signature on the delivery receipt verifying that the seal is intact when you deliver the trailer to the
receiver.
(n) INTERMODAL CONTAINER AND CHASSIS INSPECTIONS. The following will apply when you
operate intermodal equipment. You acknowledge that you are familiar with the conditions and procedures imposed
on the interchange of intermodal chassis, containers or trailers (all of which are referred to in this Agreement as a
“trailer”) with railroads, steamship lines and other private equipment providers. You specifically agree to perform
all such conditions and procedures properly, and according to Applicable Law. You acknowledge that you are
responsible for the proper performance of such interchange conditions and agree to inspect the physical condition
(both interior and exterior) of any trailer interchanged to you, including but not limited to those inspection items
stated in the Uniform Intermodal Interchange Agreement and Facilities Access Agreement (sometimes called the
UIIA) (available at www.uiia.org), and to note any exceptions on the interchange receipt before signing. You agree
to defend, indemnify and hold the Carrier Indemnitees harmless from all Carrier Damages resulting from your
interchange of trailers if the Carrier Indemnitee is held responsible and/or billed for any trailer damage that Carrier
cannot re-bill to the applicable railroad or steamship line or the trailer provider where the Carrier Damages resulted
from your negligence or failure to note exceptions on the interchange receipt. You agree to reimburse the cost of
any such Carrier Damages and authorize the deduction or other recovery of such amounts under Section 3(c) of this
Agreement. Your liability may be capped at $1,500 under Section 2(k)(2). You agree to notify Carrier’s dispatching
office if any intermodal trailer requires repairs or maintenance while in your possession.

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 3. CARRIER’S RESPONSIBILITIES; SETTLEMENTS AND FUNDS.
(a) RECEIPT FOR EQUIPMENT.
Upon taking possession of the Equipment, Carrier will, as required by 49 C.F.R. § 376.11(b), furnish to you
the Statement of Lease and Receipt For Equipment in the form of Appendix 2, establishing the date and hour of
Carrier’s taking possession of the Equipment. Notwithstanding any earlier execution of the Statement of Lease
and Receipt For Equipment showing Carrier’s receipt of the Equipment, this Agreement will not begin until the
Equipment has passed the required inspection and has been properly placarded. On termination of this
Agreement, you agree to execute a written receipt for Carrier’s return of the Equipment to you, but your failure to
do so will not affect the termination of this Agreement. You are free to substitute a different vehicle for the one
constituting the Equipment if each of the specifications applicable to Equipment is met with respect to such
different vehicle and Carrier furnishes you with a new receipt covering the vehicle.
(b) PAYMENT OF TAXES AND FEES.
If you elect for Carrier to do so in Appendix 3 and/or 7, Carrier will account for and report the
required fuel taxes in connection with your operation of your Equipment and/or acquire the permit(s) necessary
for the operation of the Equipment; however, you remain responsible for and will bear the expense of all such
taxes, fuel taxes, permits, licenses, base plates or similar fees associated with the operation of your Equipment.
You agree that Carrier is authorized to deduct these expenses that Carrier pays on your behalf from your
Settlement Compensation and other amounts, as provided below and in Appendix 5, from any amounts due or
becoming due to you from Carrier under this Agreement, including any Escrow Funds maintained by Carrier on
your behalf under this Agreement, and if such deductions do not cover all amounts that you owe to Carrier, then
you agree to pay such amounts to Carrier on demand. Carrier will pass through to you any tax or other credit or
refund that Carrier receives with respect to taxes or other amounts that you have previously paid.
(1) You agree to obtain and display on the Equipment the base plates necessary to operate the
Equipment lawfully on Carrier’s behalf. If you choose to have Carrier obtain the base plates and deduct the expense
from your Settlement Compensation, you will so indicate in Appendix 7.
(2) You agree to ensure that all permits and licenses necessary under Applicable Law for you to
operate the Equipment lawfully on Carrier’s behalf have been obtained, at your expense. These include, but are not
limited to, the following:
• Applicable Law in certain jurisdictions makes you responsible for obtaining permits to operate lawfully
in and through that territory. You may elect to obtain and pay for all such permits on your own.
Alternatively, you may elect in Appendix 7 to have Carrier obtain such permits at their actual cost as
stated in the Deductions Table in Appendix 5, and you agree that Carrier is then authorized to deduct or
otherwise recover those costs from you.
• If you wish to be eligible to handle shipments requiring permits or other credentials for which only
Carrier, not you, is eligible to apply under Applicable Law – such as (currently) the Oregon Weight-Mile
Tax, permits to haul hazardous materials in or through the States of California, Colorado, Idaho,
Minnesota, Nevada, Ohio, or West Virginia (which, individually or through the Alliance for Uniform
Hazmat Transportation Procedures, require purchase of hazardous materials transportation permits),
or to haul intrastate on Carrier’s behalf in those states that impose initial per-vehicle filing fees for
intrastate authority permits – Carrier will obtain the permits and deduct or otherwise recover the actual
cost as stated in the Deductions Table in Appendix 5.
• If you ask Carrier to obtain an overdimensional, other special, or temporary permit required by
Applicable Law for you to haul a particular shipment or shipments, Carrier will obtain the permits and
deduct or otherwise recover the actual cost as stated in the Deductions Table in Appendix 5.
You agree to return all permits and licenses issued in Carrier’s name to Carrier upon termination of this Agreement.
Carrier will not refund to you any of the permit costs, even if Carrier reuses the returned permits. You agree to be
liable to Carrier for all expenses that Carrier incurs due to your failure to return any permits. If you ask Carrier to
make changes in plates and/or permits during the issuance-year (for example, to increase or decrease the vehicle-
weight bracket), Carrier will obtain the changed permits and deduct or otherwise recover the actual cost from you

12
as stated in the Deductions Table in Appendix 5. You may, upon request, obtain an itemization of the fees Carrier
has advanced to you for permits, the portion of the total already paid by you, and the portion remaining. This
itemization will separately identify each amount paid to the issuing jurisdiction, plus Carrier’s administrative fee
and any fee to a third-party service.
(3) You agree that you are responsible for obtaining an International Fuel Tax Agreement
(“IFTA”) permit and performing fuel and mileage tax reporting for the operation of the Equipment. If you elect to
do so on your own, you agree to be solely responsible for calculating, reporting, and paying all fuel taxes owed for
the operation of the Equipment; and agree to indemnify, defend, and hold the Carrier Indemnitees harmless
against all claims arising out of or relating to fuel tax reporting and payment (not subject to the indemnity
limits in Section 2(k)(2) of this Agreement). If you instead elect in Appendix 7 to have Carrier perform fuel and
mileage reporting on your behalf, you agree that:
• Carrier will be deemed the reporting entity with respect to the Equipment and the fuel consumed by it. On
a quarterly basis, Carrier will settle with you and submit, in your name, all applicable reports and payments
of fuel taxes. Carrier will furnish you with a card (“Advance Card”) that you may use only for fuel, additives,
and lubricants and a limited cash advance amount (currently $50 per day). Your drivers are free not to use
the Advance Card but if they do not, you agree to promptly provide Carrier with properly completed driver
logs, original fuel receipts (each to be submitted with the corresponding log indicating the fuel purchase
for which the receipt was obtained), original toll receipts, and an accounting of all fuel purchases and miles
traveled by jurisdiction.
• In addition to the applicable flat periodic charge set forth in Appendix 3 or 7, Carrier will quarterly, with
respect to your operations in all taxing jurisdictions combined, either (A) deduct or otherwise recover any
net fuel use tax owed or (B) credit you for any net fuel use tax credit or refund due to you. Carrier will
ensure that you receive, at least quarterly, summaries of credits and debits for fuel taxes on a state-by-state
basis either on settlement statements or through separate accountings, at Carrier’s option.
• Carrier will compute your fuel use and mileage taxes on a fleetwide average basis, but if you fail to provide
Carrier complete and accurate fuel-tax-related records, in time for Carrier’s computation of Carrier’s fuel
and mileage tax reports and payments for the preceding month, Carrier will compute your fuel use taxes
based on total miles dispatched by Carrier at the miles-per-gallon rate stated in the Deductions Table in
Appendix 5.

(c) YOUR COMPENSATION AND SETTLEMENT RELATED MATTERS.

(1) For the full and proper performance of, and for everything furnished, or done by or
required of, your Workers in connection with the transportation services contemplated by this Agreement,
including but not limited to driving of the Equipment and all non-driving activities such as conducting pre- and
post-trip inspections of the Equipment, waiting to load or unload (detention), loading or unloading (if required),
fueling, repairing and maintaining the Equipment, hooking and unhooking empty trailers (empty or loaded),
conducting interchange inspections of trailers, preparing logbooks and other paperwork, and other activities and
services, Carrier will pay you fees at the rates set forth in Appendix 4 (as supplemented or changed from time to
time). The fees to be paid to you are set forth in Appendix 4 and constitute the entire gross compensation to be
paid to you. If there are any additional charges that are to be paid to you related to a specific shipment, it is your
responsibility to (i) inform Carrier of such charges, (ii) obtain Carrier’s approval, which may not be unreasonably
withheld, and (iii) include the charges on your invoice. If the shipper or consignee does not assume loading and
unloading responsibilities, you agree to be responsible for the loading or unloading of cargo at your expense and
with no additional compensation for those services, unless otherwise indicated in Appendix 4. As indicated in
this Agreement, you —as an independent contractor, not an employee—agree that you are responsible for
paying all operating expenses. You are entitled to the fees only upon the full performance of any trip offered by
Carrier and accepted by you.
(2) Carrier, on occasion, may (but is not obligated to) advance you amounts while you are in
service with Carrier. Such advances, if any, will only be made against the current trip. Unless Carrier and you have
agreed otherwise in writing, Carrier will deduct that advance from your Settlement Compensation for that trip.

13
 (3) Carrier agrees to settle with you and pay the fees due under this Agreement, less any
authorized deductions under Appendix 5, within fifteen (15) days after your submission to Carrier of driver logs
required by the FMCSA and those documents necessary for Carrier to secure payment from Carrier’s customers for
a trip transported by you under this Agreement, including the signed freight bill, delivery receipt or proof of
delivery, or bill of lading. In addition, you agree to submit, but not as a condition of payment:
(i) Transflo or TripPak sheets and logs, to include miles traveled and fuel purchased by state
properly authenticated and completed;
(ii) Any trailer inspection reports for intermodal shipments;
(iii) Receipts for all tolls, ferry charges, fines, and copies of any citations (including roadside
inspections by regulatory agencies);
(iv) Remitted payments on C.O.D. shipments;
(v) Vehicle inspection reports;
(vi) Any forms required to be completed on military or government traffic shipments;
(vii) Receipts for expenses required to be reimbursed under this Agreement;
(viii) Lumper receipts;
(ix) Receipts and reports from weigh stations, scales and other weight documentation;
(x) Any document evidencing any claim or statement on the part of a consignor or consignee
that the shipment was damaged or any shortage was present at the time of delivery.
At each settlement, Carrier will furnish to you a statement detailing all debit and credit entries since the preceding
statement (“Settlement Statement”).
Notwithstanding the foregoing, at the time of this Agreement’s termination, Carrier may withhold
any fees or amounts owed to you until you remove and return to Carrier all Carrier identification devices or provide
a letter certifying their removal.
(4) You will have the right to examine copies of any documents which are necessary to
determine the accuracy of the calculation of the compensation and/or validity of any deductions from your
settlement. When you are paid a percentage of revenue, Carrier will provide you with a copy of the rated freight bill
or a computer-generated document that contains the same information—or, in the case of contract carriage, any
other form of documentation actually used for a shipment containing the same information that would appear on a
rated freight bill—before or at the time of settlement. Regardless of the method of compensation, you may examine
Carrier’s tariffs (or other contracts or documents, if any) from which rates and charges are computed, as well as
documents underlying any computer-generated document, during business hours. If rates and charges are
computed from a contract, you may examine only those portions of the contract containing the same information as
would appear on a rated freight bill. Carrier may delete the names of shippers and consignees shown on that
documentation. Nothing in this Agreement limits Carrier’s exclusive right to set the rates and amounts charged to
its customers. All documents examined by you under this section are designated Confidential Matters under Section
9 of this Agreement.
(5) You acknowledge that it is your responsibility to timely review and verify the accuracy of
all Settlement Statements. Further, you agree that all settlements will be final, and that you will not make any claim
or bring any action against Carrier for additional settlement amounts, unless you notify Carrier in writing of any
discrepancies or additional claims within thirty (30) days of the date of the Settlement Statement to which the claim
relates.
(6) Carrier will not be obligated to pay any amount to you other than the amount of fees
specified in Appendix 4 of this Agreement. Specifically, Carrier will not pay any mileage or empty mileage costs, any
costs of operating the Equipment, your personnel costs, or any other costs incurred by you, except as specifically
provided in this Agreement.
(d) DEDUCTIONS FROM SETTLEMENTS.
(1) You agree that Carrier is authorized to deduct from your fees due under Appendix 4, Escrow
Fund, or other amounts Carrier or any of its affiliates owe to you the amounts due to Carrier from you or your
Workers for any reason whatsoever arising under this Agreement, including (but not limited to) the items set forth
in the Deductions Table in Appendix 5. Carrier will pay the resulting net amount (your “Settlement

14
Compensation”) to you. If you owe Carrier a net amount following any settlement, then you agree to pay Carrier
that amount immediately and that Carrier has the right to recover, through all available legal means, any amounts
you owe Carrier. You agree not to charge any amounts to Carrier’s account – or execute or endorse any contract or
instrument for or on Carrier’s behalf – without Carrier’s advance written permission, and you and Carrier will not
incur or authorize any other debts in the name of the other party.
(2) You agree that Carrier may deduct any additional charge or cost incurred by Carrier that
you are responsible for under this Agreement or as agreed to by both parties. By signing this Agreement, you waive
any objection to any deduction set forth in a Settlement Statement unless you notify Carrier of any discrepancies
within thirty (30) days of the deduction.
(3) Carrier will provide you a written explanation and itemization of any deductions for cargo
or property damage before making them. With respect to all charge-back items and deductions, Carrier will make
available to you, upon request, copies of those documents necessary to determine the validity of the charge.
(4) You will be notified of any change to any deduction items listed in the Deductions Table in
Appendix 5. You will not be subject to any such change until 7 days after the notice – or, if less, the time the third-
party vendor of the products or services has allowed, as described in the notice – unless you sign an addendum
making changes to the Deductions Table, in which case the changes described in the addendum will go into effect
upon its execution. Your failure, by the end of the period set forth in the notice, to notify Carrier of any
objection to the change constitutes your consent to the change, effective immediately after the period set
forth in the notice. If you notify Carrier of your objection within that period, and you and Carrier are then unable
to resolve the matter to the parties’ mutual satisfaction, you and Carrier will each have the right to terminate this
Agreement immediately upon the change becoming effective.
(e) ESCROW FUND.
(1) You and Carrier agree to establish an “Escrow Fund.” By equal weekly deductions from your
settlements, the parties will place into the Escrow Fund the sum of (A) $1,500 or (B) if you operate a specialty
trailer, such as refrigerated, drop-deck or flat-bed trailer, $2,500. Such amount will remain in the Escrow Fund
during the term of the Agreement. You agree that whenever the balance of your Escrow Fund is less than the
required balance, Carrier may deduct up to $100 each week from your Settlement Compensation to replenish the
Escrow Fund. The amounts held in the Escrow Fund will be used for the payment to Carrier for your costs and
expenses and paid by Carrier as set forth in this Agreement and specifically for all charge-back items and
deductions set forth in the Deductions Table in Appendix 5, the insurance premiums elected under Appendix 6 or
any other deductions authorized in writing by you (collectively, “Reserve Items”). While the Escrow Fund is under
Carrier’s control, Carrier will provide you with a separate accounting either (i) no less frequently than monthly, of
any transactions involving the Escrow Fund or (ii) by clearly indicating on Settlement Statements the amount and
description of any deduction or addition made to the Escrow Fund. You have the right to demand an accounting
by Carrier for transactions involving the Escrow Fund at any time. Carrier may upon request include with each
settlement paid to you the current Escrow Fund balance.
(2) The Escrow Fund cash balance will accrue interest at the rate equal to the yield on 91-day
Treasury Bills on the date each quarterly interest period begins, which amount will be payable to you not less
frequently than quarterly. For purposes of calculating the balance of the Escrow Fund on which interest must be
paid, Carrier may (but need not) deduct a sum equal to the average advance made to you during the period of time
for which interest is paid.
(3) In no event will the balance in the Escrow Fund (less any final deductions) be returned to
you later than 45 days from the date of termination of this Agreement. At the time of the return of any balance in
the Escrow Fund, Carrier may deduct amounts for all Reserve Items. Carrier will not make deductions from the
Escrow Fund for items for which, by the end of 45 days after termination of this Agreement, neither you nor
Carrier has yet made expenditure or incurred a quantified, legally binding obligation to pay. Carrier will provide
a final accounting to you of all final deductions made from the Escrow Fund within 45 days from the date of
termination of this Agreement.
(f) VOLUNTARY RESERVE ACCOUNT. You may but are NOT required to establish a voluntary reserve
account to cover maintenance, taxes, base plates and other expenses at your direction. By completing the blank in the

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Appendix 5 table with a weekly deduction amount and signing Appendix 5, you authorize and direct Carrier to establish
and administer a voluntary reserve account (“Voluntary Reserve Account”) under the following terms and conditions.
The parties agree that because it is not a “required” escrow fund under the federal leasing regulations, 49 C.F.R. §
376.12(k), the Voluntary Reserve Account is not covered by the escrow-related requirements of those regulations.
Carrier will deduct the amount set forth in Appendix 5 per week from your Settlement Compensation, beginning with
your next settlement after the date you sign Appendix 5 and continuing until the maximum in Appendix 5 is met or until
you notify Carrier in writing to stop the deductions, whichever occurs first, and will maintain the deductions in your
Voluntary Reserve Account. Carrier will also maintain in the Voluntary Reserve Account any additional amounts you
elect to remit to Carrier for this purpose, as indicated in a signed updated Appendix 5 or amendment to this Agreement.
At your request at any time, Carrier will provide you with an accounting of any transactions involving the Voluntary
Reserve Account. At your request, Carrier will deliver funds that you request from the Voluntary Reserve Account in
one of the following forms, as requested by you: (1) by check, (2) direct deposit to your checking or other account into
which Settlement Compensation is usually paid, or (3) distribution to the Advance Card. The check will be delivered to
you by hand (if you are present at a Carrier terminal), by First Class U.S. mail, or, if you so request, by overnight delivery
to your then-current address in Carrier’s records, or such other address as you will, in a signed writing, direct Carrier
to use. The funds returned will be net of any bankwire or overnight delivery charges. If this Agreement is terminated,
the positive balance of the Voluntary Reserve Account, if any, will be returned to you by one of the foregoing means no
later than the end of the fifth business day after termination of this Agreement, and will be accompanied by a final
accounting of Voluntary Reserve Account transactions since the previous accounting provided to you.
4. INSURANCE.
(a) CARRIER’S INSURANCE REQUIRED BY LAW. As required by FMCSA regulations (49 C.F.R. Part
387) issued under 49 U.S.C. § 13906, Carrier will maintain (through the purchase of insurance policies, surety bonds,
or an FMCSA-approved self-insurance program) “public liability” insurance (as defined in 49 C.F.R. § 387.5) at all
times the Equipment is being operated under Carrier’s DOT-issued motor carrier operating authority. In addition,
Carrier agrees to also maintain cargo loss-and-damage insurance at all times the Equipment is being operated under
Carrier’s DOT-issued motor carrier operating authority. These coverages will be maintained at Carrier’s expense.
Carrier’s possession of public liability and/or cargo loss-and-damage insurance will in no way affect your
indemnification obligations to the Carrier Indemnitees as provided for in this Agreement. Carrier’s public
liability insurance and cargo insurance will not list you, by class or individually, as an additional insured. If
you wish to insure against bodily-injury, property-damage, environmental-restoration, and cargo claims
asserted directly against you by an injured third party, you agree to purchase and maintain your own
insurance policies covering those claims.
(b) COVERAGE FOR WORK-RELATED INJURIES. During the term of this Agreement, you agree to
maintain an insurance policy providing coverage for work-related injuries (including coverage for medical expenses
and lost compensation) sustained by you or your Workers that meets the requirements of Applicable Law. You may
satisfy this requirement by maintaining a policy of either (i) workers’ compensation insurance; or (ii) occupational
accident insurance (or an equivalent) subject to the following terms, but only if workers’ compensation insurance
is not required under Applicable Law.
(1) If you maintain workers’ compensation insurance (whether by your choice or because you
are required to do so under Applicable Law), and the state where your Region is located is not in North Dakota,
Ohio, Washington, and Wyoming (the “Monopolistic States”), the workers’ compensation insurance policy (i) must
provide principal coverage in the state in which Carrier is headquartered, in the state in which your Region is
located, and in any other state(s) in which, in Carrier’s judgment, you will have substantial operations on behalf of
Carrier on or after the Effective Date of this Agreement; (ii) must not, if you are formed as a corporation or limited
liability company, exclude officers from coverage; (iii) must provide “other states coverage” that excludes only the
“Monopolistic States”; (iv) must provide, if available, an extended protection endorsement or provision to cover or
reimburse you (if your Region is not located in a Monopolistic State) and Carrier for any benefits and expenses
incurred as a result of a claim made by you or your Workers; and (v) must include a waiver of subrogation in favor
of Carrier and its affiliated companies. If you maintain workers’ compensation insurance (whether by your choice
or because you are required to do so under Applicable Law), and your Region is located in any of the Monopolistic
States, you agree to have state-fund coverage or self-insure as required or allowed by Applicable Law. Before
operating the Equipment under this Agreement, you agree to provide Carrier with a copy of a declarations page or,

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for state-fund coverage or self-insurance, a document showing your active enrollment or acceptance, including,
where applicable, certificates of current premium payment, and waiver of subrogation.
(2) If workers’ compensation insurance is not required under Section 4(b) (1) of this
Agreement and you elect not to obtain workers compensation insurance, you may maintain occupational accident
insurance, subject to the following conditions: (i) Carrier may offer to facilitate a policy of occupational accident
insurance in some states but not in others; (ii) you agree to comply with Applicable Law regarding occupational
accident insurance, including but not limited to the special conditions imposed by the following jurisdictions:
Kansas, Mississippi, Texas, and/or Utah and understand that Carrier’s agreement to facilitate occupational accident
insurance for any of your Workers (including you) in those jurisdictions is not an endorsement that you have
complied with such conditions but instead is made in direct reliance on your representation that you have and will
continue to do so; and (iii) before operating the Equipment under this Agreement, you agree to provide Carrier
with proof of all occupational accident insurance not facilitated by Carrier. You agree that any policy of occupational
accident insurance that you maintain will have an aggregate limit of at least $1 million per claim and be otherwise
no less comprehensive than the policy Carrier may offer and agree to facilitate on your behalf as described in
Appendix 6 and any applicable Coverage Overview (defined below).
(c) NONTRUCKING LIABILITY COVERAGE. You agree to maintain public liability insurance
providing coverage to you whenever the Equipment (including Carrier’s Trailer as defined in Appendix 3 or any
other trailing equipment) is not being operated on behalf of or in the business of Carrier with limits of $1 million
per occurrence and be no less comprehensive than the non-trucking liability coverage Carrier may facilitate on your
behalf if you so choose. You agree to be responsible for all deductible amounts and for any loss or damage in excess
of the policy limit and, in addition, your coverage will be primary to any other insurance that may be available to
Carrier.
(d) OTHER INSURANCE COVERAGE. In addition to the insurance coverages required under
this Agreement, you agree that you are responsible for maintaining any fire, theft, uninsured and/or underinsured
motorist, physical damage (collision) to the Equipment, physical damage (collision) to any trailer, including
Carrier’s Trailer, or other insurance coverage that you may desire for the Equipment or for your own equipment,
tools, and personal effects, or for your life, health care, dental care, vision care, or other needs. As provided in this
Agreement, you agree to hold the Carrier Indemnitees harmless with respect to loss of or damage to your
Equipment or other property, and Carrier has no responsibility to procure, carry, or maintain any insurance
covering loss of or damage to your Equipment or other property. You acknowledge that Carrier may, and you
authorize Carrier to, waive, elect, reject, or reduce no-fault, uninsured, and underinsured motorist coverage from
Carrier’s insurance policies to the extent allowed under Applicable Law, and you agree to cooperate in completing
all necessary documentation for the waiver, election, rejection, or reduction.
(e) INSURANCE PROVIDERS AND CERTIFICATES. You agree that your insurance policies must
be issued by insurance carriers that are A.M. Best “A”-rated or of equivalent financial strength, and you will not
operate the Equipment under this Agreement unless and until Carrier has determined that the policies are
acceptable (Carrier’s approval will not be unreasonably withheld). You agree to furnish to Carrier documentation
showing that all insurance coverages required by Section 4 have been procured, that the coverages are being
properly maintained, and that the premiums are paid. Each certificate must specify the name of the insurance
carrier, the policy number, and the expiration date, and list Carrier as an additional insured with primary and non-
contributory coverage (except that any workers’ compensation policy must contain an alternate employer
endorsement in favor of Carrier). You agree to provide, or cause your insurance carrier to provide, written notice to
Carrier of cancellation or modification of the policy at least 30 days before any cancellation or modification.
(f) CARRIER FACILITATION OF INSURANCE.
(1) You may, if you so choose by initialing one or more boxes in the right-hand column of the
attached “Carrier-Facilitated Insurance Election Form,” authorize (but not obligate) Carrier to facilitate, on your
behalf, the insurance coverages listed in Appendix 6. For each coverage you elect, you authorize Carrier to deduct
or otherwise recover the amounts stated in Appendix 6. You authorize Carrier to withhold and remit one month’s
deposit for Insurance premiums for elections made under Appendix 6. Upon termination, any insurance deposits
may be refundable if all premiums due have been paid to the insurance carrier and/or broker. For coverages
facilitated by Carrier, Carrier will ensure that you receive documentation with details of such coverage, including a

17
certificate of insurance as required by 49 C.F.R. § 376.12(j)(2). Appendix 6, the certificate of insurance and any
separate insurance documentation by the insurance broker are referred to as the “Coverage Overview”. Carrier will
provide you with a copy of each policy upon request. In that case, you authorize Carrier to make deductions from
your Settlement Compensation for insurance coverage in states for which deductions are available as set forth in
the Coverage Overview. Carrier will make deductions, where available, in the amounts specifically stated in the
Coverage Overview, which reflect all or a portion of Carrier’s expense and cost in obtaining and administering that
coverage. Carrier is also permitted to otherwise recover any amount due for that coverage whether or not you are
then providing services to Carrier under this Agreement. You understand that the amounts for coverage assessed
by Carrier against you may exceed the actual premium costs of this insurance and may include administrative costs
and/or profit to Carrier.
(2) If you fail to provide proper evidence that you have purchased or maintained the insurance
required by Section 4 of this Agreement, you agree that Carrier is authorized but not required to obtain the
insurance at your expense and deduct or otherwise recover the amounts stated in the Coverage Overview or
Appendix 6.
(3) You recognize that Carrier is not in the business of selling insurance, and any insurance
coverage that you request from Carrier is subject to all of the terms, conditions, and exclusions of the actual policy
issued by the insurance underwriter. You understand certain of the insurance policies that Carrier maintains and
offers to you include self-funded retentions or deductibles. A self-funded retention is the amount that Carrier pays
before the insurance company provides coverage. Carrier is responsible for paying the amount of the self-funded
retentions, subject to your responsibility for the deductible amounts set forth in this Agreement, as modified from
time to time.
(4) Carrier will ensure that you are provided with the Coverage Overview, which will include
a certificate of insurance (as required by 49 C.F.R. § 376.12(j)(2)) with the name of the insurer, the policy number,
the effective dates of the policy, the amounts and types of coverage, the cost to you for each type of coverage, and
the deductible amount for each type of coverage for which you may be liable, for each insurance policy providing
coverage for the operation of the Equipment under which you have authorized Carrier to facilitate insurance
coverage from the insurance underwriter, and Carrier will provide you with a copy of each policy upon request.
(5) The insurance facilitated by Carrier may be terminated from time to time at Carrier’s option
and in Carrier’s sole and unfettered discretion. Carrier will endeavor to provide no less than twenty-four (24) hours
prior notice to you of any termination of the available coverages, except that all facilitated coverages will terminate,
without notice or action by either party, upon termination of this Agreement.
(g) CHANGES IN INSURANCE DEDUCTIONS OR OTHER COVERAGE INFORMATION. If Carrier is
facilitating any insurance coverages for you and the cost to you for, or other details of, a coverage changes from the
information listed in the insurance information in Appendix 6 or in the Deductions Table in Appendix 5 or in the
Coverage Overview, you will be notified in writing. In any event, you will not be subject to this change until 7 days
after the notice or such lesser time as the third-party insurance vendor’s own notification to Carrier has allowed, as
set forth in the notice, unless you sign an addendum making changes to the cost or other details of facilitated
insurance coverages, in which case the changes described in the addendum goes into effect on the effective date
stated in the addendum. Your failure, by the end of the period set forth in the notice, to notify Carrier of any
objection to the change will constitute your express consent and authorization to Carrier to implement the
change and modify accordingly the deductions from your Settlement Compensation, beginning immediately
after the period set forth in the notice. Such modified amounts will replace and supersede those shown in
the previous Coverage Overview. Carrier will ensure the insurer or insurer’s agent provides you with a revised
Coverage Overview, required by Section 4(f)(4) above, reflecting the change (such Coverage Overview to include a
certificate with the name of the insurer, the policy number, the effective dates of the policy, the amounts and types
of coverage, the cost to you for each type of coverage, and the deductible amount for each type of coverage for which
you may be liable) and, upon your request, a copy of the corresponding insurance policy. If you notify Carrier of
your objection within that period and you and Carrier are unable to resolve the matter to the parties’ mutual
satisfaction, you and Carrier will each have the right, notwithstanding the different period stated in Section 7(a)or
7(b) of this Agreement, to terminate this Agreement effective immediately upon the change becoming
effective(although you will remain subject to the change until the effective date and time of your termination).

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 5. FAILURE TO MAINTAIN CERTAIN INSURANCE COVERAGES.
Not subject to the indemnity limits in Section 2(k)(2) of this Agreement, you agree to defend,
indemnify, and hold the Carrier Indemnitees harmless from any Carrier Damages that the Carrier
Indemnitees may incur arising out of or in connection with your failure to maintain the insurance
coverages required by Section 4. In addition, you, on behalf of your insurer, expressly waives all
subrogation rights against the Carrier Indemnitees, and if a subrogation action is brought by your insurer,
you agree to defend, indemnify, and hold the Carrier Indemnitees harmless from that action.
6. EQUAL EMPLOYMENT OPPORTUNITY.
You agree to furnish your services and your Equipment in full compliance with Applicable Law pertaining
to government contracts and subcontracts, including, without limitation, Executive Order 11246 – Equal
Employment Opportunity. You agree to sign a separate certificate of compliance with Applicable Law or with
certain specified laws, including FMCSR and Executive Orders, in the form supplied by Carrier. The certificate may
also include additional terms and conditions, which, where required by law, regulation or Executive Order, will be
deemed to be incorporated into this Agreement by reference and made an integral and binding part hereof.
7. AGREEMENT TERMINATION.
(a) AGREEMENT TERMINATION RIGHTS. Either party may terminate this Agreement immediately for
any of the grounds set forth in Section 7(b) of this Agreement. In addition, Carrier or you may terminate this
Agreement at any time for any reason by giving thirty (30) days’ notice to the other party. You agree that the ability
of either party to terminate this Agreement will in no way be interpreted as an at-will employment provision and
will not otherwise affect your status as an independent contractor under this Agreement. The effective date and
time of termination will be the earliest of the following: (i) as stated in any written notice; (ii) as stated on the receipt
for the return of the Equipment, if one is issued by you or Carrier; or (iii) when Carrier’s possession of the
Equipment under 49 C.F.R. § 376.11(b)(2) ends.
(b) AGREEMENT TERMINATION WITH CAUSE. If either Carrier or you (including any of your
Workers) does any of the following, the other party may elect to terminate this Agreement immediately: (i)
commits—or attempts, conspires, or threatens to commit—a felony or intentional tort; (ii) violates any Applicable
Law; or (iii) materially breaches this Agreement. Carrier may terminate this Agreement immediately upon (i) your
failure to furnish Equipment, or your use of the Equipment in violation of this Agreement, including without
limitation failure to have the Equipment brought into compliance within ten (10) days after a non-compliant
inspection under Section 2(b)(4), or (ii) your or your Worker’s (a) failure to comply with Sections 2(d) or 2(g) of
this Agreement or to report an accident or (b) issuance of a false or fraudulent bill of lading, proof of delivery or
other document for any cargo or transportation services. You may terminate this Agreement immediately if Carrier
fails to pay you any fees due and owing more than 30 days after proper invoicing.
8. ACTIONS UPON TERMINATION.
(a) YOUR OBLIGATIONS ON TERMINATION. Unless Carrier gives different instructions, you agree
to complete the performance of all transportation and other services dispatched by Carrier and accepted by you
before termination of this Agreement. You agree that you will receive no compensation for any trip that you fail to
complete in all respects, except that if Carrier instructs you not to complete transportation or other services that
you are willing and able to perform, Carrier agrees to pay you compensation determined in accordance with
Appendix 4 for the portion of those services that you performed before termination. Furthermore, upon the later
of (i) termination of this Agreement or (ii) the completion of delivery of the last shipment dispatched, you agree to
immediately (not later than forty-eight (48) hours):
(1) remove and return to Carrier’s nearest location all Carrier or third party property (in good
working condition) and cargo, including Carrier’s Trailer(s), chains, binders, tarps, load-
securement equipment, keys, fuel cards, cab cards, and load locks;
(2) remove all Carrier identification from the Equipment and except in the case of identification
painted directly on the Equipment, return them to Carrier, or provide a letter certifying its
removal;

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 (3) return to Carrier’s nearest location all placards or other identifying insignias, and all
identification numbers, names, logos, permits, licenses, registration plates, cards or papers
permits and plates;
(4) return to Carrier’s nearest location all freight documents necessary to collect freight charges
from shippers or consignees; and
(5) pay Carrier all amounts you then owe Carrier under this Agreement.
(b) CARRIER’S REMEDIES FOR FAILING TO RETURN ITEMS. If you fail to return or remove those
items described in Section 8(a), you agree to pay Carrier all expenses incurred by Carrier in returning those items
to good working condition and in seeking the return of the items, including reasonable attorneys’ fees and collection
costs, and Carrier may pursue all other remedies allowed by Applicable Law or authorized in this Agreement against
you. In addition, after the forty-eight-hour period has elapsed, you agree to pay Carrier, and Carrier will be entitled
to deduct, Twenty-five Dollars ($25.00) per day, as liquidated damages and not as a penalty, for the period that you
retain Carrier’s property. Furthermore, as stated in Section 3(c)(3), Carrier may withhold any fees or amounts
owed to you until you remove and return to Carrier all Carrier identification devices or provide a letter certifying
their removal.
(c) CARRIER’S REMEDIES FOR FAILING TO PERFORM. If you fail to perform under this Agreement,
you agree that Carrier may, in addition to any remedy provided by law or under this Agreement, complete your
obligations and collect from you any expenses incurred in doing so.
(d) EARLY TERMINATION CHARGE. If this Agreement is terminated before ninety (90) days have
elapsed after the Effective Date, you agree to pay Carrier, and Carrier may deduct, Two Hundred Twenty-Five
Dollars ($225.00) from your final Settlement Compensation and Escrow Fund to reimburse Carrier for items,
including, but not limited to, MVR retrieval, drug screens, and pre-contract vehicle inspection.
9. CONFIDENTIALITY.
You acknowledge that any lists of Carrier’s customers, agents or drivers are a valuable, special, and unique
asset of Carrier’s business. You agree that during and after the term of this Agreement you and your Workers: (i) will
not disclose any such list or any part thereof to any third party for any reason without Carrier’s prior written consent;
(ii) will preserve as “Confidential Matters” all trade secrets, know-how and information relating to Carrier’s
business, forms, processes, developments, sales and promotional systems, prices and operations, traffic patterns and
flows, backhaul and headhaul lanes, employee and contractor identities, which information may be obtained from
tariffs, contracts, freight bills, letters, reports, disclosures, books, records, or other contractors, and other sources of
any kind in connection with your performance of this Agreement; (iii) will regard the Confidential Matters as the sole
property of Carrier, and (iv) will not publish, disclose or make the Confidential Matters available to others without
Carrier’s written consent. If you or your Workers breach or threaten to breach this Section, you agree that Carrier
will (i) be irreparably damaged by that breach and (ii) will be entitled to an immediate injunction restraining you
and your Workers from disclosing all or any part of the Confidential Matters, without being required to post any bond
or other security or prove any actual injury or damage from the breach. Nothing in this Section should be construed
as prohibiting Carrier from pursuing any remedies available to it at law or in equity for the material breach, including
the recovery of monetary damages from you.
10. GOVERNING LAW AND VENUE.
This Agreement and any matter or dispute arising out of this Agreement will be governed by and construed
in accordance with the laws of the United States and of the State of Florida. Subject to the terms of any
arbitration agreement between the parties, including Appendix 9, the parties agree that any claim or
dispute arising from or in connection with this Agreement, or with respect to the overall relationship
between the parties, whether under federal, state, local, or foreign law (including but not limited to 49
C.F.R. Part 376), must be brought exclusively in the state or federal courts serving Duval County, Florida.
Carrier and you consent to the jurisdiction of these courts, and for the purpose of any such legal action or
proceeding, the parties agree not to raise, and hereby waive, any objection based upon personal jurisdiction or the
venue of any such court or forum non conveniens.

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 11. ENTIRE AGREEMENT.
This Agreement, including appendices included on the Effective Date or later signed by you and Carrier,
constitutes the complete agreement and understanding between you and Carrier and supersedes and cancels all
other prior and contemporaneous contracts, representations, and understandings between the parties relating to
the Equipment, except as provided in Section 18 of this Agreement. There are no representations or warranties,
either oral or written, other than those contained in this Agreement. This Agreement may be modified only by
further agreement signed by the party against whom enforcement of such modification is sought, except as
otherwise provided in Sections 3(d)(4) and 4(g) of this Agreement.
12. SEVERABILITY AND SAVINGS.
If any section or parts of any section of this Agreement (including any sentence or part of a sentence) is
held invalid for any reason whatsoever, the provisions of this Agreement will be void only as to such section or
part, and this Agreement will remain otherwise binding between the parties hereto. Any such voided section or
part of a section will be replaced with provisions which are as close as the parties’ original intent as permitted
under Applicable Law.
13. NON-WAIVER.
Either party’s delay, failure or refusal to require the strict performance of any provision of this Agreement,
or to exercise any right in any one or more instances or circumstances will not be construed to waive such
provision or right, nor will such delay, failure or refusal be deemed a custom or practice contrary to such provision
or right. No waiver will be deemed effective or binding unless signed in writing by the party making the waiver.
The rights and remedies of the parties under this Agreement or under Applicable Law are cumulative, and the
exercise of any of them will not be exclusive of any other right or remedy provided by this Agreement or allowed
under Applicable Law.
14. BENEFIT AND ASSIGNMENT.
This Agreement will be binding upon and inure to the benefit of you and Carrier and such parties’ respective
successors. You may not assign or subcontract any obligations to another party without Carrier’s prior written
consent, though you remain free to engage Workers to perform services under this Agreement. Carrier may assign
or subcontract this Agreement or any rights or obligations hereunder without your prior written consent.
15. NO THIRD-PARTY BENEFICIARIES.
Except for the Carrier Indemnitees and as otherwise expressed stated in this Agreement, nothing in this
Agreement creates any rights in any party other than Carrier and you.
16. NOTICES.
All notices must be in writing (unless permitted elsewhere in this Agreement to be oral) and will be deemed
received by the other party (a) upon delivery, if delivered in person or by electronic means; (b) on the date of
delivery shown in the records of any reputable express delivery company (e.g., FedEx or UPS); or (c) on the date
indicated on the return receipt, or if there is no receipt, on the third business day after being deposited in the
United States Mail properly addressed with first class postage prepaid. Carrier and you agree to be under a
continuing duty to provide a correct address and telephone number to the other party. Notice of changes in contact
information will be given in writing.
17. INTERPRETATION.
Where applicable, the singular will include the plural, and the masculine will include the feminine or
neuter, or vice versa. The subject headings of the sections and subsections of this Agreement are included for
purposes of convenience only and are not intended to affect the construction or interpretation of any of its
provisions. All dollar amounts are based on U.S. Dollars. Unless otherwise specified, all references to “days” mean
calendar days. This Agreement may be executed in counterparts. As required by Applicable Law, Carrier will keep
the original of this Agreement, you agree to keep an original, and a copy of this Agreement or the completed
Statement of Lease included in Appendix 2 in the Equipment during the period of this Agreement. The recitals set
forth on the first page and all appendices, addendum and other attachments hereto are incorporated herein and
made an integral part of this Agreement.

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 18. CREDITS AND DEBITS UNDER PREVIOUS AGREEMENTS.
Balances in reserve or escrow funds created under any previous written agreement between the parties
will be credited to the Escrow Fund created under this Agreement. All compensation and other amounts due from
Carrier to you, and all advances and other amounts due to Carrier from you, under the previous agreement, will
remain due and payable. The amounts of compensation for trips started, and the amounts of advances and other
amounts payable between the parties, before the Effective Date of this Agreement will be determined by the
previous agreement; the payment procedures will be determined by this Agreement; and the payment timing will
be determined by the predecessor agreement or this Agreement, whichever requires payment earlier.
19. SURVIVAL.
If, on or before the date of termination, one or more events occur that give rise, before or after that date, to a
liability or entitlement of you or Carrier under this Agreement, the liability or entitlement will continue, even though
this Agreement has terminated, until the liability or entitlement is satisfied in full. Your obligations include, but are
not limited to, completing performance in the event of termination of this Agreement. Without limiting the generality
of the foregoing, all indemnity and confidentiality obligations as well as the provisions of Sections 1(a), 1(c), 1(e),
2(a), 2(c), 2(f), 2(i)(2), 3, 5, 8, 10 and 19 and Appendices 9, 10, and 11 (and any other provision that by its nature
should survive) will survive termination or expiration of this Agreement.
20. CONSENT TO CONDUCT BUSINESS BY ELECTRONIC METHODS AND SIGNATURES.
(a) CONSENT TO CONDUCT BUSINESS BY ELECTRONIC METHODS. Carrier and you consent to
conduct business using, to the extent either party elects to do so in a particular instance, any method
permitted by FMCSA. This consent encompasses the use of electronic methods to transmit and effect the
signature of any document, including, without limitation, any supplement, modification, addendum,
amendment, notice, consent and/or waiver, required by this Agreement or required by FMCSRs to be
generated and maintained (or exchanged by private parties), including, without limitation, driver
applications, driver histories, and other qualification records, leases formed under 49 C.F.R. Part 376,
driver-vehicle inspection reports, and records of duty status. The parties agree that when either party
uses any electronic method permitted by FMCSA to accomplish electronic signatures, the chosen method:
(1) identifies and authenticates the sender as the source of the electronic communication; (2) indicates
the sender’s approval of the information contained in the electronic communication; and (3) produces
an electronic document with the same integrity, accuracy, and accessibility as a paper document or
handwritten signature. Either party may elect, with respect to any document, to use a manual/hardcopy
signature, but that election will not prevent the other party from applying an electronic signature to the
same document.
(b) ELECTRONIC SIGNATURES. The parties may enter into this Agreement through a web-based
contracting system that satisfies the requirements for conducting business by electronic methods
outlined in Section 20(a) above. When the parties use such a system, they agree to enter into this
Agreement through web-based electronic signatures instead of signing such documents with written ink
signatures on paper. By clicking to check the box used in such a system, you acknowledge and agree that:
(1) you intend to and have formed a legally binding agreement between Carrier and you equivalent to a
manually signed, written agreement; (2) you have read and agree to the terms and conditions of this
Agreement, including all Appendices and other rules and agreements referenced in this Agreement and
such Appendices; (3) you have received a copy of this Agreement by your viewing of the web page; and
(4) you will not contest, in any arbitral, judicial or other dispute resolution forum involving the parties,
the admissibility, validity, or enforceability of this Agreement or any other document because such
document was originated, transmitted, stored, or handled in electronic form. You further agree that no
certification authority or other third-party verification is necessary for your electronic signatures to be
valid and that the lack of such certification or verification will not in any way affect the enforceability of
your electronic signature or this Agreement between Carrier and you to the extent the electronic
signature satisfies the requirements for conducting business by electronic methods outlined in Section
20(a) above.

22
By signing below, you acknowledge that, as reflected in this Agreement:
• You are NOT an employee of Carrier, and all aspects of the relationship between you and Carrier
are based on your status as an independent contractor.
• You specifically desire and intend to operate as an independent contractor;
• If at any time you believe that your relationship with Carrier is something other than a business-
to-business independent contractor relationship, you agree to immediately notify Carrier of this
view;
• You have agreed to be responsible for the operating expenses incurred in connection with your
business operations.
• Your agreement to take responsibility for your expenses is an indispensable term of this
Agreement and Carrier would not have (i) agreed to pay the amounts specified above and in
Appendix 4, or (ii) entered into this Agreement but for your promise to take responsibility for your
Equipment and other expenses.
• The compensation payable to you under this Agreement is not intended to ensure that you cover
your operating expenses, but instead to provide the amount of revenue sufficient, in the relevant
market for such services, to convince a contractor-business both to provide, maintain, fuel, legally-
credential, and otherwise operate suitable and dependable Equipment and to provide and pay a
qualified professional driver or drivers to drive that Equipment.
• The fees paid to you are MORE than Carrier would pay an employee to perform professional
driving services, which reflects the reality of the marketplace, in that Carrier cannot attract
contractors willing to take the entrepreneurial risk of funding and running their own businesses
by paying merely the personal-services wage that they could get as employees.
• You acknowledge that (1) you have read and understand this Agreement; (2) you have had an
opportunity to present this Agreement to your own legal counsel; (3) you knowingly and
voluntarily agree to all of the terms set forth in this Agreement and intend to be legally bound by
it; (4) you have, knowingly and voluntarily, without coercion or duress, signed this Agreement
with full knowledge of its significance; (5) you have all requisite power and authority to execute,
deliver and perform this Agreement; (6) the execution, delivery and performance of this Agreement
has been duly authorized by all necessary corporate or other action on your part; (7) this Agreement
has been duly executed and delivered by you and constitutes a legal, valid and binding obligation on
you in accordance with its terms; and (8) the person signing below is duly authorized to sign on
your behalf and to bind you to the terms of this Agreement.

23
 IN WITNESS WHEREOF, Carrier and you do hereby sign this AGREEMENT on this 6th day of _______
08
24 at _____
20____ , which date and hour will be the Effective Date of this Agreement.

INDEPENDENT CONTRACTOR:

_________________________________________
BDD Trucking, LLC

E-Transport Carriers, LLC

By: ________________________________________________ By: _____________________________________________

Name: ________________________________________________
Foley Spotting Name: _____________________________________________
Paul Warren

Title: ________________________________________________
Manager Title: _____________________________________________
OwnerOperator

Date: ________________________________________________
08-06-2024 Date: _____________________________________________
08-19-2024

County of Agent Office Dispatching Contractor: ______________________________________________________

Duval
State of Agent Office Dispatching Contractor: _________________________________________________________
Florida

24
 TABLE OF CONTENTS
1. BUSINESS PURPOSES OF CARRIER AND INDEPENDENT CONTRACTOR. .............................................................. 1
2. YOUR RESPONSIBILITIES ........................................................................................................................................................ 5
3. CARRIER’S RESPONSIBILITIES; SETTLEMENTS AND FUNDS................................................................................... 12
4. INSURANCE................................................................................................................................................................................. 16
5. FAILURE TO MAINTAIN CERTAIN INSURANCE COVERAGES. .................................................................................. 19
6. EQUAL EMPLOYMENT OPPORTUNITY. ............................................................................................................................ 19
7. AGREEMENT TERMINATION................................................................................................................................................ 19
8. ACTIONS UPON TERMINATION. .......................................................................................................................................... 19
9. CONFIDENTIALITY................................................................................................................................................................... 20
10. GOVERNING LAW AND VENUE. ........................................................................................................................................... 20
11. ENTIRE AGREEMENT. ............................................................................................................................................................. 21
12. SEVERABILITY AND SAVINGS. ............................................................................................................................................. 21
13. NON-WAIVER. ............................................................................................................................................................................ 21
14. BENEFIT AND ASSIGNMENT. ............................................................................................................................................... 21
15. NO THIRD-PARTY BENEFICIARIES. ................................................................................................................................... 21
16. NOTICES. ...................................................................................................................................................................................... 21
17. INTERPRETATION.................................................................................................................................................................... 21
18. CREDITS AND DEBITS UNDER PREVIOUS AGREEMENTS. ......................................................................................... 22
19. SURVIVAL. ................................................................................................................................................................................... 22
20. CONSENT TO CONDUCT BUSINESS BY ELECTRONIC METHODS AND SIGNATURES. ...................................... 22

LIST OF APPENDICES

APPENDIX NUMBER Title of Appendix

1 Identification of Equipment
2 Statement of Lease and Receipt for Equipment
3 Trailer Rental Terms
4 Schedule of Compensation
5 Authorized Deductions
6 Insurance
7 IRP Base Plate, Permits and Fuel Tax Reporting
8 Privacy Disclosures and Consent Form
9 Dispute Resolution and Arbitration Agreement
10 Safety Program – Incentives and Deductions
11 Electronic Logging Devices

INDEX OF DEFINED TERMS

Defined Term Location of Definition

Advance Card Defined in Section 3(b)(3)
this Agreement This Independent Contractor Operating Agreement, including all
appendices, exhibits and addenda in effect from time to time
Agent Location Defined in Section 3 of Appendix 9
AGR Defined in Section 1 of Appendix 4
Alternative Uses of Vehicle Defined in Section 2(d)(3)
Applicable Law Defined in Section 1(a)
Arbitration Agreement Defined in Appendix 9
Arbitration Costs Defined in Section 7 of Appendix 9
Arbitrator Defined in Section 2 of Appendix 9
BASIC Defined in Section 2(h)(7)

25
Defined Term Location of Definition
Carrier Means the USDOT-licensed motor carrier affiliated with Sunteck
Transport Group, Inc. identified in the first paragraph of the Independent
Contractor Operating Agreement
Carrier Damages Defined in Section 2(k)(1)
Carrier Indemnitees Defined in Section 2(k)(1)
Carrier Trailer Defined in Section (a) of Appendix 3
Class Action Waiver Defined in Section I.6(a) of Appendix 9
Collective Action Waiver Defined in Section 2 of Appendix 9
C.O.D. or Cash on Delivery Defined in Section 2(h)(9)
Confidential Matters Defined in Section 9
Contractor Motor Carriage Defined in Section 2(d)(3)
Contractor Manual Defined in the footnote referenced in Section 2(h)(1)
Coverage Overview Defined in Section 4(f)
CSA Defined in Section 2(h)(7)
Customer Specifications Defined in Section 2(h)(8)
Effective Date Defined in Section 1(f)
ELD Defined in Appendix 11
Electronic Information Defined in Section 2 of Appendix 8
Exempt Motor Carriage Defined in Section 2(d)(3)
Equipment Defined in Section 1(a)
FMCSA Defined in Section
FMCSR Defined in Section 1(b)
IFTA Defined in Section 3(b)(3)
INDEPENDENT CONTRACTOR Means (1) the natural person operating a trucking business, as a sole
or you or your proprietor or otherwise; (2) corporation; (3) limited liability company;
(4) partnership or (5) other business entity that is identified in the first
paragraph of the Independent Contractor Operating Agreement
IRP Defined in Section 1(a) of Appendix 7
Monopolistic States Defined in Section 4(b)(1)
Original Payment Terms Defined in Section 1(c)(1)
Policies and Procedures Defined in the footnote referenced in Section 2(h)(1)
Private Attorney General Waiver Defined in Section 6(c) of Appendix 9
PSP Defined in Section 2(h)(1)
Reclassification Decision Defined in Section 1(c)
Reserve Items Defined in Section 3(e)(1)
Region Defined in Section 1(c)(1)(i)
Settlement Statement Defined in Section 3(c)(3)
SMS Defined in footnote to Section 2(h)(1)
Sublease Carrier Defined in Section 2(d)(3)
Sublease Defined in Section 2(d)(3)
Third Parties Defined in Section 1 of Appendix 4
TWIC Defined in Section 2(h)(2)
Worker Defined in Section 1(a)

25
 APPENDIX 1 TO
INDEPENDENT CONTRACTOR OPERATING AGREEMENT

IDENTIFICATION OF EQUIPMENT

TRACTOR: (Check One) New lease Trade of Equip. Wheelbase Length

Unit Number na (Assigned by General Office) Number of Axles

Make Freightliner Color Orange 5th Wheel Height

Tractor Type: (Check One) COE CONV Inspection Date

Model Year 2014 Air Ride: Yes _________ No
Full VIN 3AKJGLD52ESFK6420 PUC or CAL T#
License Plate State ________________ Number License Plate Expiration Date

Empty Weight _____ Tire Size

Titled Owner

TRAILER: (Check One) New lease ______ Trade of Equip. __________

Length ____________ Unit Number_____________________________________ (Assigned by General Office)

Inspection Date ___________________

Make Air Ride: Yes ___ No __

Trailer Type: (Check One) Van __________ Reefer Flat Other ______________
Empty Weight Model Year Tire Size
Full VIN
License Plate State Number
License Plate Expiration Date
Titled Owner

Appendix 1
 APPENDIX 2 TO
INDEPENDENT CONTRACTOR OPERATING AGREEMENT

STATEMENT OF LEASE AND RECEIPT FOR EQUIPMENT

Year: 2014 Make: FREIGHTLINER Tractor Unit Number: NA

VIN: 3AKJGLD52ESFK6420

A. RECEIPT FOR POSSESSION OF ABOVE DESCRIBED EQUIPMENT (SIGN-ON)

Received from INDEPENDENT CONTRACTOR on

at at the
Time

Terminal Branch

The undersigned independent business named ______________________________________________________________

(“INDEPENDENT CONTRACTOR”) and the undersigned carrier (“Carrier”) have entered into an INDEPENDENT
CONTRACTOR OPERATING AGREEMENT (the “Agreement”) effective on _________________________________.
08-19-2024 The
Equipment identified below is being operated under Carrier’s USDOT motor carrier authority. INDEPENDENT
CONTRACTOR is the Equipment’s “owner” as defined in 49 C.F.R. § 376.2(d). The Agreement will remain in effect for
twenty-four (24) months, unless sooner terminated by either party. The Agreement includes no restrictions relative
to the commodities to be transported. The original of the Agreement is kept by Carrier at the address shown below.

A COPY OF THIS STATEMENT OF LEASE IS TO BE CARRIED ON THE EQUIPMENT DURING ALL PERIODS THAT,
UNDER THE AGREEMENT, THE EQUIPMENT IS BEING OPERATED UNDER CARRIER’S USDOT OPERATING
AUTHORITY.

Carrier:

E-Transport Carriers, LLC

By: _________________________________________
Signature of Carrier’s Officer

_________________________________________
Foley Spotting
Printed Name of Carrier’s officer signing this Statement of Lease

_________________________________________
Manager
Title of Carrier’s officer signing this Statement of Lease

Address of Carrier: P.O. Box 26819

Jacksonville, Florida 32226-6819
Phone Number: 1 888 301 7718
Fax Number: 904 212 0161

Appendix 2 –page 1
 APPENDIX 2, PART B

B. RECEIPT FOR RETURN OF EQUIPMENT

CARRIER HAS RETURNED THE EQUIPMENT DESCRIBED ABOVE TO THE INDEPENDENT CONTRACTOR AND
THE AGREEMENT HAS TERMINATED AS OF THE FOLLOWING DATE AND TIME:

DATE TIME

Carrier:

By: _________________________________________
Signature of Carrier’s Officer

_________________________________________
Printed Name of Carrier’s officer signing this receipt for return of Equipment

_________________________________________
Title of Carrier’s officer signing this receipt for return of Equipment

INDEPENDENT CONTRACTOR HEREBY ACKNOWLEDGES RETURN OF THE EQUIPMENT DESCRIBED ABOVE AND
TERMINATION OF THE AGREEMENT BY THE SIGNATURE BELOW:

Name of INDEPENDENT CONTRACTOR: __________________________________________________

By: _________________________________________
Signature

_________________________________________
Printed Name of INDEPENDENT CONTRACTOR’s owner or officer signing this receipt for return of Equipment

_________________________________________
Title of INDEPENDENT CONTRACTOR’s owner or officer signing this receipt for return of Equipment

Appendix 2 –page 2
 APPENDIX 3 TO
INDEPENDENT CONTRACTOR OPERATING AGREEMENT

TRAILER RENTAL TERMS

You may rent trailer equipment from Carrier according to the below matrix. Each trailer that you rent is referred
to as “Carrier’s Trailer.”
(Select applicable option(s) below)

Description Amount of Deduction Driver Initial (initial here)

53 Foot Dry Van $ NA Per Week PW
Flatbed $ Per Week PW
Stepdeck $ Per Week PW
Reefer $ Per Week PW
Removable goose neck $ Per Week
PW
Double drop $ Per Week PW

Specialized: ___________________ $ Per Week PW

Trailer Maintenance Account – $ Per Week
Subject to Section 3(f) PW
$________________ maximum fund amount
Other: ________________________ $________ per _________ PW
Other: ________________________ $________ per _________ PW
Other: ________________________ $________ per _________ PW
No Additional Equipment $0 PW

(a) You authorize Carrier to deduct or otherwise recover all rental payments set forth in this
Appendix, starting on the Effective Date of the Agreement.
(b) Carrier will be responsible for all expenses relating to regular maintenance of axles, brakes, and
other electrical and mechanical systems, repairs of damage to Carrier’s Trailer attributable to reasonable wear
and tear, and purchases of replacement tires for all of Carrier’s Trailers, as long as these repairs and expenses
are approved by Carrier before the work is performed.
(c) You agree to be responsible for, and authorize Carrier to deduct or otherwise recover, ALL
COSTS of tire repairs or replacement tires that Carrier deems due to driver negligence or abuse. You agree to be
responsible for any and all repairs made to the Carrier’s Trailer that Carrier is liable for, other than the repairs
set forth in subsection (b) of this Appendix. You may dispute charges with Carrier’s vendors directly, but will
only be reimbursed to the extent Carrier receives a credit.
(d) You agree to be responsible for daily pre-trip and post-trip inspections; proper inflation of tires;
promptly informing Carrier upon experiencing defective or mal-performing tires, brakes, or other electrical or
mechanical features Carrier’s Trailer; and, at your expense, proper lubrication. In addition, you agree to be
responsible for all repairs to Carrier’s Trailer, other than the repairs set forth in subsection (b) of this Appendix,
including repairs and replacement necessary to return the unit to its condition when you first took possession,
reasonable wear and tear excepted, and you authorize Carrier to deduct or otherwise recover all these amounts.
All such repairs and maintenance will be performed at facilities designated or approved by Carrier.

Appendix 3 –page 1
 (e) You agree upon termination of the INDEPENDENT CONTRACTOR OPERATING AGREEMENT to
return Carrier’s Trailer to the origin where it was picked up in the same good condition as received by you,
reasonable wear and tear excepted, along with any and all other equipment and property belonging to Carrier.
If Carrier’s Trailer is not in as good a condition (reasonable wear and tear excepted) as when it was delivered by
Carrier, you authorize Carrier to restore Carrier’s Trailer to the proper condition and to charge back to you the
costs of these repairs or reconditioning. You further agree if Carrier’s Trailer is not returned to the pick-up
location, you will be liable for all costs incurred by Carrier to recover Carrier’s Trailer. You agree that if it is
necessary for Carrier to enter upon your private property or move your private property in order to recover
Carrier’s Trailer, you irrevocably grant Carrier permission to do so and further agree, not subject to the
indemnity limits in Section 2(k)(2) of this Agreement, to defend, indemnify and hold harmless the
Carrier Indemnitees, and Carrier’s duly authorized agents, from any form of liability whatsoever in
connection with the repossession.
(f) You agree to be liable for, and pay, the entire amount, subject to the indemnity limits in Section
2(k)(2) of this Agreement, for each incident involving damage, including but not limited to, repairs, storage
while awaiting repair, towing or moving expense, and replacement costs for a total loss, occurring in connection
with your use of Carrier’s Trailer, Carrier’s customer’s trailers, other Carrier equipment, or equipment of any
other carrier. Before deducting any such damage from your Settlement Compensation, Carrier will provide you
with a written explanation and itemization of the deduction. You agree and warrant that any trailer provided by
Carrier will be used by your drivers to transport only shipments tendered to you by Carrier, except under an
Addendum for Trailer Sublease entered into by the parties or in connection with authorized alternative use of
the Equipment in accordance with Appendix 11.
INDEPENDENT CONTRACTOR:

_______________________________________________
BDD Trucking, LLC
[insert IC’s full name incl. “LLC” or “Inc.”, etc.]

E-Transport Carriers, LLC

By: By:
Name: Foley Spotting Name: Paul Warren
Title: Manager Title: OwnerOperator
Date 08-06-2024 Date 08-19-2024

Appendix 3 –page 2
 APPENDIX 4
TO
INDEPENDENT CONTRACTOR OPERATING AGREEMENT
SCHEDULE OF COMPENSATION

You will be paid the following compensation amounts (settlement); provided, that you have submitted all
necessary delivery documents and paperwork as described in Section 3(c) of the Agreement.
1. LINE HAUL/DRAYAGE: Except where otherwise agreed to in writing and for all movements you accept
and successfully complete, you will be entitled to receive linehaul fees based on one of the following methodologies:
(a) PERCENTAGE OF GROSS REVENUE METHODOLOGY:
NA % of the Adjusted Gross Revenue (“AGR”) billable to and payable by Carrier’s customer. For this
purpose, AGR means all revenue billed by Carrier to shippers, consignees, consignors, brokers, logistics
companies, freight forwarders, other carriers, or other customers in connection with shipments you haul
under this Agreement for linehaul transportation, hourly work, accessorial services, detention, and all other
services, fuel surcharges, and other charges and surcharges for a particular shipment less: (i) revenue billed
by Carrier for all “additional compensation” items listed in this Appendix 4; (ii) incentives, discounts, fees,
including for loading or unloading services provided to Carrier’s customer either directly or through third
parties, including but not limited to Carrier’s customer or an affiliate of Carrier (together, “Third Parties”),
or commissions that Carrier gives Carrier’s customer with respect to a shipment; (iii) other amounts Carrier
paid to Third Parties in relation to movement of the shipment if not covered by a charge separately stated
on Carrier’s invoice to Carrier’s customer, including but not limited to fees or commissions (including
commission recoveries), paid to brokers, freight forwarders, interline or augmenting carriers, warehouse
or other storage providers, terminals, agents, or any other Third Party, freight payment-processing fees
consisting of the actual cost incurred by Carrier for the shipment if Carrier’s customer or an outside payer
makes deductions from Carrier’s freight charges related to electronically-transmitted billing and payment
account use, expenses attributable to an accessorial service, escorts, overweight, overdimensional, or other
permits, loading and/or unloading services, amounts paid or accrued for cartage, certain specialized
trailers and excessive trailer spotting, tarping, or special security measures paid to a Third Party or to you;
and amounts paid to other contractors as a pro rata payment for their participation in the movement of a
shipment; and (iv) charges separately stated on Carrier’s invoice to Carrier’s customer as fuel surcharges
(or fuel or other cost adjustments or special fuel charges), insurance surcharges, charges for Third-Party
contract services, freight payment processing fees, detention charges, charges for escorts, charges for
overweight, overdimensional, or other permits, charges for special loading and/or unloading services,
excess-value charges or high-value freight charges, “truck ordered but not used” charges, or surcharges
for special security measures furnished or paid for by Carrier.
(b) PER MILE METHODOLOGY
$NA Per Mile (“RPM”) for each loaded mile and $ _________
NA RPM for each empty mile based on mileages
billable to and payable by Carrier’s customer. This mileage will be based on Carrier’s most current (at the
time of your trip) computerized mileage guide. Carrier will make particular point-to-point mileage
calculations available for you to print and view at any Carrier terminal during normal business hours at
your request. You will not be paid for any out-of-route mileage or bobtail or deadhead miles, unless
expressly authorized by Carrier.
(c) MILEAGE BAND METHODOLOGY
Linehaul fees based on mileages billable to and payable by Carrier’s customer. This mileage will be based
on Carrier’s most current (at the time of your trip) computerized mileage guide (current PC Miler

Appendix 4 –page 1
 practical mileage) Carrier will make particular point-to-point mileage calculations available for you to
print and view at any Carrier terminal during normal business hours at your request.
Start of
Mileage Approved
Band to End Mile Loaded Empty Bobtail
$ $ $
$ $ $

2. FUEL SURCHARGE: You will receive _______%

NA of the fuel surcharge billed to and collected from Carrier’s
customer.
3. ADDITIONAL COMPENSATION ITEMS: For any other accessorials including but not limited to detention,
stop offs, driver assist, layovers, and overweight cargo, you will receive compensation based on one of the following
methodologies:
(a) Percentage of Accessorials Paid by Customer: _______%
NA of the additional amount billed to, and collected
from, Carrier’s customer.
OR
(b) Fixed Fee Amount: a fixed amount depending on the accessorial service per the following chart:
Service Name Description of Charge and Applicable Procedures for Payment Amount Payable
Detention Time spent by the tractor and driver waiting at origin for the shipment to $_____
NA hour for each
be ready to depart the consignor’s facility or waiting at destination for the hour you are
consignee to accept delivery of the sealed trailer at facility with a drop lot detained at a
or to unload the trailer for shipments specified to be live unloaded. In customer dock after
order for you to receive compensation for detention, you agree to meet the expiration of free
required appointment time specified by the customer and provide Carrier time of _____
NA hours.
proof of arrival time at dock in addition to complying with any special
procedures required by customer or Carrier. This will include calling in
promptly after the allowed free time expires and before the start of
detention in addition to any other stated requirements by customer or
Carrier.
Stop-offs Additional stops for loading/unloading cargo other than the stop at $ NA _______ for
origin and final destination each additional stop
off
Driver Assist Time spent by driver assisting with loading, counting and/or unloading $_________
NA per hour
of trailer. For you to receive compensation for driver assistance services
where driver assistance is not stated on the load confirmation, you agree OR
to notify the dispatcher of the shipper’s or receiver’s request for driver
assist, the time that the assistance began, the time assistance ended, and Fixed rate per
provide documentation to evidence the loading, unloading or other loading or unloading
driver assist services. Amount payable if these requirements are met. of $__________
NA
Layover Overnight stay required to accomplish delivery of the shipment. For you $_________
NA per night
to receive compensation for truck layover, you agree to meet the
required appointment time specified by the customer and provide
Carrier proof of arrival time at dock in addition to complying with any
special procedures required by customer or Carrier. This will include
calling in promptly to notify the dispatcher of the circumstances
requiring a layover. Amount payable if these requirements are met.
Tolls Trips crossing ___________________________________ state borders that require $________
NA per (check
payment of tolls or Trips involving the following routes that incur tolls: one)
______________________________________________________________________ ____ round trip or
____ one-way trip -

Appendix 4 –page 2
 Service Name Description of Charge and Applicable Procedures for Payment Amount Payable
Chassis Split Trip that requires the chassis to be picked up from or dropped off at a NA per trip
$ _________
location that is different from the location where the container is picked
up or dropped off
Overweight or Over Trips involving overweight or over dimensional cargo. Additional
Dimensional procedures are as follows: ________________________________________________
Shipments
Other: PLEASE
_________________
SEE APPENDIX 4-ADDENDUM A $______ per ____________
Other: DEDUCTION:
_________________ Trailer not returned. Recovery Fee if lease canceled-driver resigns.
$______
1,000 per ____________
Trailer

(c) Moves within a Yard. For movements of equipment within a yard that Carrier specifically requests you to
perform, Carrier will pay $_________ per (choose one) _______ hour or ______ movement.

4. REFERRAL INCENTIVE: If you refer another independent contractor that enters into a contract to operate
a commercial tractor under Carrier’s operating authority, you may be paid a cash incentive payable after the referred
contractor has remained under a contract with Carrier for 90 days or has met other conditions established by Carrier
from time to time as announced by Carrier. The amount of incentive may be set by Carrier announced from time to
time and may vary according to your Region.
5. SAFETY-RELATED COMPENSATION: See Appendix 10
ADDITIONAL SETTLEMENT-RELATED TERMS

6. SHIPMENT-SPECIFIC COMPENSATION. Carrier and you may agree in advance upon compensation to be
paid for services relating to specific shipments by both parties’ signing an addendum, which will be attached to this
Agreement, setting forth such compensation before the beginning of the trip. Such compensation will constitute all
compensation you are entitled to under this Agreement for all services performed with respect to that shipment(s)
referred to therein. You agree to sign the addendum and deliver it to Carrier. You agree not to load any shipment for
Carrier to which a proposed compensation addendum relates until you have signed that addendum. You have
authorized your drivers to sign documents on your behalf specifying compensation under this Section, and each such
document will constitute an addendum to this Agreement.
7. CHANGES IN COMPENSATION: Carrier will provide you with a proposed addendum containing any ongoing
change to your Settlement Compensation at least 7 days in advance. If you wish to continue operating on Carrier’s
behalf, you will, by the effective date and time shown on the addendum, consent to the change by signing the
addendum. If you do not consent to the change before the date indicated on the addendum, this Agreement will
terminate on the date set forth on the addendum and you will not be subject to the change(s) proposed in the
addendum.
8. BILLING ERROR. If Carrier discovers and corrects an error in the amount of any item billed on a shipment
that you hauled and for which you were compensated on a percentage basis, Carrier will credit to, or deduct from,
your gross compensation in a later settlement a share – corresponding to the applicable percentage normally payable
to you for that service – of the amount Carrier actually collects or refunds in remedying the error. Before or at the
time of settlement, Carrier will provide you with a copy of the amended rated freight bill or a computer-generated
document that contains the same information (or, in the case of contract carriage, any other form of documentation
actually used for a shipment containing the same information that would appear on a rated freight bill), and will
otherwise meet the requirements of Section 3(c)(4) of this Agreement with respect to the shipment.

Appendix 4 –page 3
 This Appendix 4 is executed and effective on this ________
6th day of 08 , 20____,
24 and supersedes any and
all previous Appendices related to compensation and fees under the INDEPENDENT CONTRACTOR OPERATING
AGREEMENT.

INDEPENDENT CONTRACTOR or you:

__________________________________________________
BDD Trucking, LLC
[insert IC’s full business name]

By: __________________________________________________________
APPENDIX 4 ACKNOWLEDGED AND AGREED TO BY Name: _______________________________________________________
Paul Warren
__________________________________________________________
ZPE- Intermodal Mileage Brunswick Title: ________________________________________________________
OwnerOperator
[Insert above the corporate name of Sunteck agent completing this Date: ________________________________________________________
08-19-2024
appendix]

By: ________________________________________________________

Name: _____________________________________________________
Foley Spotting
Title: ______________________________________________________
Manager
Date: ______________________________________________________
08-06-2024

Appendix 4 –page 4
 APPENDIX 5
TO INDEPENDENT CONTRACTOR OPERATING AGREEMENT
AUTHORIZED DEDUCTIONS

Under Section 3(d) of this Agreement, you agree to allow, and hereby authorize, Carrier from time to time
as necessary to deduct the charges set forth in the Deductions Table below, from the compensation otherwise
payable by Carrier to you under Section 3(c) or any amounts in the Escrow Fund established under Section 3(e)
of the Agreement. You acknowledge that unless the amount of a change is specifically itemized or otherwise
described in the Agreement or in any Appendices to the Agreement, the amount will be (i) the retail price as
established by the vendor of such goods or services, or (ii) the amount required by an underlying taxing/licensing
authority, without any mark-up by Carrier.

1. Any amounts which were incurred and paid for by Carrier on your behalf for which you are financially
responsible under the following sections of this Agreement or as otherwise described in this Appendix 5:

Charge-Back or Amount or Method of

Other Deduction Items Computation of Deduction
Fuel and oil purchases that you elect to For fuel and oil purchases that you elect to make from third-party
make using an Advance Card fuel vendors using an Advance Card, Carrier will deduct (and show on
your Settlement Statement) or otherwise recover an amount
computed by multiplying the number of gallons or other units
purchased by a price no greater than the price-per-unit posted at the
fuel vendor’s facility plus administrative fee of $1.50 per transaction.
The amount deducted, if less than the posted price, is the result of
Carrier sharing with you, which will be no less than 50% of the
overall discount Carrier has negotiated with the fuel vendor or
Advance Card issuer. Carrier will retain the remainder of that
discount, plus any other discounts or rebates it receives.
Advance of your compensation loaded Actual Cost plus administrative fee of up to $7.00 per transaction +
onto Carrier’s Advance Card for your use 10%
to purchase only fuel, additives,
lubricants, and a limited daily cash
advance amount
Fuel Taxes and Fees Unless you have elected to obtain fuel tax reporting and permit
services on your own under Appendix 7, any fuel tax that you may
owe will be separately deducted or otherwise recovered by Carrier. If
you fail to provide Carrier complete and accurate fuel-tax-related
records, in time for Carrier’s computation, on the seventh day of each
month, of Carrier’s fuel and mileage tax reports and payments for the
preceding month, Carrier will compute your fuel use taxes based on
total miles dispatched by Carrier at a seven (7) miles-per-gallon rate.
Chassis/Trailer Tire Repair Actual Cost plus administrative fee of up to $7.00 per transaction
(due to driver fault)
Fines, Penalties & Assessments Actual Cost

Appendix 5 –page 1
 Charge-Back or Amount or Method of
Other Deduction Items Computation of Deduction
Property Damage Claim, Cargo Claim Up to $1,500 per claim for bodily injury or property damage, $1,500
and Equipment/Trailer Damage per claim for cargo loss or damage; and $1,500 for Trailer damage,
subject to a maximum of $3,000 per accident or occurrence. See
Sections 2(k)(1) and 2(k)(2) of this Agreement. For other indemnity
obligations owed by you to any Carrier Indemnitee under this
Agreement, the amount stated in the applicable provision.
IRP Base Plate Fee $50.00 weekly if elected under Appendix 7, which amount includes
the actual costs and service fees assessed by the base plate
facilitating vendor and the applicable state charges and an
administration fee to Carrier of $200 per annual base plate
License, Registration and Permit Fees Actual Cost
Escrow Fund $100.00 per week until the applicable maximum ($2,500 for drop-
deck, flat-bed, refrigerated and other specialty trailers and $1,500.00
for all other trailer-types) is deposited. Subject to Section 3(e)
Early Termination Fee (Before 90 days) $225.00 (if applicable); see Section 8(d) of this Agreement
Trailer Rental/Lease Deductions Amount stated in Appendix 3
Voluntary Reserve Account $ per week up to a maximum amount of $_________
By completing the blanks in the adjacent per unit of Equipment. Subject to Section 3(f)
column of this row with a weekly
deduction amount and signing this
Appendix 5, you authorize and direct
Carrier to establish and administer the
Voluntary Reserve Account under the
terms and conditions of Section 3(f).
Insurance coverages See the Certificate of Insurance in Appendix 6 or the Coverage
Overview.
Insurance Elections As set forth in Appendix 6
Maintenance, repairs, parts, and Amount Carrier paid outside vendor plus markups resulting in prices
replacement tires for Equipment if you which will be provided to you at the time you place order plus 10% of
elect, and Carrier each time agrees, to such actual amounts plus administrative fee of up to $7.00 per
have Carrier advance funds for the transaction.
purchase and charge you back for it
C.O.D. charges under Section 2(h)(9) of Amount of charges owed by Carrier’s customer and not collected by
this Agreement your driver, or collected but not remitted to Carrier, when collection
and remittance is required for a shipment
Detention, accessorial, and other Amount Carrier was unable to collect from Carrier’s customer as a
customer-charge revenue not collected result of your failure to transmit to Carrier the necessary
by Carrier from Carrier’s customer documentation supplied by Carrier’s customer, however, no charge
because of your failure to transmit to back will be made if you contacted Carrier’s dispatch regarding issue
Carrier the necessary documentation before departure from Carrier’s customer (consignor or consignee)
supplied by the customer location
Electronic Logging Devices (“ELDs”) As set forth in Appendix 11

Appendix 5 –page 2
 Charge-Back or Amount or Method of
Other Deduction Items Computation of Deduction
Federal Heavy Highway Vehicle Use Tax Amount Carrier paid to Internal Revenue Service plus an
administration fee of $110.00
Garnishment orders Amount Carrier paid in compliance with any lawfully issued order or
lien, a copy of which Carrier will supply to you at or before the first
deduction relating to it, plus an administrative fee to Carrier in the
amount authorized by Applicable Law. After termination of, but not
during, this Agreement, Carrier will deduct from your Escrow Fund
(after all deductions authorized by this Deductions Table) the portion
of any garnishment or lien amount due that exceeds the balance in
your Settlement Compensation.
Parking charges Actual amount Carrier paid outside vendor for parking for your
Equipment
Performance completion charges under Amount Carrier paid or otherwise incurred under Section 1(e) of this
Section 1(e) of this Agreement for Agreement. If your failure to complete a trip is excusable in Carrier’s
Carrier’s cost of completing a shipment reasonable judgment, compensation will be paid to you for the
or other assignment you undertake but portion of the trip you successfully completed.
do not complete for any reason
(including your dropping a load at a
facility Carrier operates or utilizes
rather than at the consignee’s location)
Safety-Related Liquidated Damages See Appendix 10
Termination-related expenses under Amount Carrier paid or otherwise incurred to return items you have
Section 8 of this Agreement failed to return in good working order if repairs or other services are
performed by an outside vendor. If repairs or other services are
performed by Carrier, the amount Carrier incurred for parts and
labor plus a mark-up, resulting in prices which will be provided to
you immediately after Carrier completes the work competitive with
other vendors in the relevant market(s).
Amounts Carrier has incurred and in seeking the return of the items,
including reasonable attorneys’ fees and collection costs and
liquidated damages of $25 per day that you retain Carrier’s property.
Tolls for highways, bridges, tunnels, Amount Carrier paid to toll authority
ferries, and other facilities
Trailer repair, return, reconditioning, Amount Carrier paid or incurred; or if you elect to obtain such
indemnification, and related expense products and services from Carrier’s affiliated maintenance and parts
under Appendix 3 of this Agreement vendor, the amount Carrier incurred for parts and labor, plus
markups resulting in prices which will be provided to you at the time
you place your order
Transponder replacement if lost, stolen, Amount Carrier paid to transponder-issuing organization, including
or damaged while the transponder is $100 for PrePass transponder
issued to you
Weigh scales Amount Carrier paid outside vendor

Appendix 5 –page 3
 Charge-Back or Amount or Method of
Other Deduction Items Computation of Deduction
Weigh station bypass charges if you $6 per week for Pre-Pass; $8 per week for Pre-Pass Plus
elect to use PrePass or other weigh Check below if electing to obtain Pre-Pass services facilitated by Carrier
station bypass services
_______ Pre-Pass _______ Plus
All Other Operating Expenses not Actual Cost
otherwise listed in this Deductions Table
which are your responsibility under this
Agreement and which you request that
Carrier pay initially on your behalf
Passenger Insurance Amount set forth in passenger authorization form you will sign
before allowing any passenger to ride with you

This Appendix 5 is executed and effective on this 6th day of _ 08 , 20 ___,

24 and supersedes any and all
previous Appendices related to Authorized Deductions under the INDEPENDENT CONTRACTOR OPERATING
AGREEMENT.

INDEPENDENT CONTRACTOR: [insert IC’s name]

__________________________________________________
BDD Trucking, LLC

E-Transport Carriers, LLC

By: By:
Name: Foley Spotting Name: Paul Warren
Title: Manager Title: OwnerOperator
Date 08-06-2024 Date 08-19-2024

Appendix 5 –page 4
 APPENDIX 6
TO INDEPENDENT CONTRACTOR OPERATING AGREEMENT
INSURANCE

You request that Carrier facilitate on your behalf the insurance coverages you have selected by placing your
initials on the “Yes” line in the right-hand column below (titled “Election”). The details including policy
premium shall be set forth in detail in the Independent Advantage booklet provided to INDEPENDENT
CONTRACTOR by an authorized independent insurance broker.
TYPE OF POLICY NON-TRUCKING LIABILITY ELECTION
A description of the coverage and the Settlement Deductions for the coverage are
set forth in the Coverage Overview X
________ YES PW
________ NO

TYPE OF POLICY PHYSICAL DAMAGE ELECTION

A description of the coverage and the Settlement Deductions for the coverage are set
forth in the Coverage Overview X
________ YES PW
________ NO

TYPE OF POLICY: OCCUPATIONAL ACCIDENT ELECTION

AVAILABLE ONLY IN ACCORDANCE WITH SECTION
4(b) OF THIS AGREEMENT
A description of the coverage and the Settlement Deductions for the coverage are set
forth in the Coverage Overview ________ YES
X
________ NO

TYPE OF POLICY PASSENGER INSURANCE – See the Passenger

Authorization Form
available upon request

TYPE OF POLICY: Personal Protection Program ELECTION

A description of the coverage and the Settlement Deductions for this coverage are ________ YES
set
forth in the Coverage Overview
This coverage is not a condition to entering into this Agreement with Carrier and ________ NO
operating under its DOT-issued motor carrier authority.
________ Send more
information

CHANGES IN INSURANCE DEDUCTIONS AND OTHER INFORMATION. The insurance facilitated by Carrier
may be terminated from time to time at Carrier’s option and in Carrier’s sole and unfettered discretion. You
understand and agrees that the policy numbers, name of insurer, deductibles or cost to you for, or other
details of, a coverage may change from the information listed in this Appendix 6 and the Coverage Overview.
If there is such a change in insurance, you will be notified by written notice and will not be subject to this
change until 7 days after the notice or such lesser time as the third-party insurance vendor’s own
notification to Carrier has allowed, as set forth in the notice, unless you sign an addendum making changes
to the cost or other details of facilitated insurance coverages, in which case the changes described in the
addendum into effect on the effective date stated in the addendum. Your failure, by the end of the period
set forth in the notice, to notify Carrier of any objection to the change will constitute your express
consent and authorization to Carrier to implement the change and modify accordingly the

Appendix 6 –page 1
 deductions from your Settlement Compensation, beginning immediately after the period set forth in
the notice. Such modified amounts will replace and supersede those shown in the previous Coverage
Overview. Carrier will ensure that the insurer or insurer’s agent provides you with a revised Coverage
Overview, required by Section 44(f)(4) above, reflecting the change (such Coverage Overview to include a
certificate with the name of the insurer, the policy number, the effective dates of the policy, the amounts
and types of coverage, the cost to you for each type of coverage, and the deductible amount for each type of
coverage for which you may be liable) and, upon your request, a copy of the corresponding insurance policy.
If you notify Carrier of your objection within that period and you and Carrier are unable to resolve the matter
to the parties’ mutual satisfaction, you and Carrier will each have the right, notwithstanding the different
period stated in Section 7(a)or 7(b) of this Agreement, to terminate this Agreement effective immediately
upon the change becoming effective(although you will remain subject to the change until the effective date
and time of your termination).
This Appendix 6 is executed and effective on this ______
6th day of 08 , 20___,
24 and supersedes any and all
previous Appendices related to Insurance Elections and Deductions under the INDEPENDENT CONTRACTOR
OPERATING AGREEMENT.
INDEPENDENT CONTRACTOR: [insert IC’s name]

__________________________________________________
BDD Trucking, LLC

E-Transport Carriers, LLC

By: By:
Name: Foley Spotting Name: Paul Warren
Title: Manager Title: OwnerOperator
Date 08-06-2024 Date 08-19-2024

Appendix 6 –page 2
 APPENDIX 7
TO INDEPENDENT CONTRACTOR OPERATING AGREEMENT

IRP BASE PLATE, PERMITS AND FUEL TAX REPORTING

You and Carrier are parties to an Independent Contractor Operating Agreement (the “ICOA”). You acknowledge
that you are not required to purchase or rent any products, equipment, or services from or through Carrier as a
condition of entering into or performing services under the ICOA. However, you may choose to participate in
programs facilitated from time to time by Carrier, including those set forth in this Appendix 7.

1. IRP BASE PLATE.

(a) During the term of the Agreement, you may elect to license a valid base plate under the
International Registration Plan (“IRP”) through Carrier by selecting the appropriate option and signing this
Appendix 7 below:

IRP Base Plate $50.00 per week, which amount includes the actual costs and service fees assessed
by the base plate facilitating vendor and the applicable state charges and an
administration fee to Carrier of $200 per annual base plate

Select ONE of the following options:

________ OPTION 1 You will obtain plate(s) for the Equipment.

________
X OPTION 2 Carrier will obtain apportioned plate(s) under the International Registration Plan for
the Equipment and license it to you for a charge of $50.00 per week.

(b) ELECTION. Upon such election, Carrier will obtain such plate in Carrier’s name for your use and
will license the plate to you for the weekly charge. The charge set forth above comprises both Carrier’s payments
to the relevant IRP jurisdictions and an administrative fee to Carrier for its costs in applying for and obtaining the
plate.
(c) AUTHORIZATION TO DEDUCT. You hereby authorize Carrier to deduct $50.00 per week from any
Settlement Compensation, Escrow Fund, or other sums owed by Carrier to you.
(d) TERMINATION. Upon termination of the Agreement, you agree to immediately return the base
plate to Carrier. Failure to return base plate after a forty- eight (48) hour period has elapsed will entitle Carrier to
assess Twenty-Five Dollars ($25.00) per day for the period that you retain Carrier’s base plate. If this Agreement
is terminated before your complete reimbursement of Carrier’s expense, Carrier is authorized to deduct any
remaining amount from your final settlement and/or Escrow Fund and to return the base plate(s) to Carrier. If you
remove and return the plate(s) to Carrier upon the termination of this Agreement and if Carrier then authorized
to receive a refund or credit for any plate(s) purchased by you from, and issued in the name of, Carrier, or if the
base plate is authorized to be sold by Carrier to another lessor, Carrier will refund to you a prorated share of the
amount received by Carrier, less any transfer or replacement fees owed to the plating jurisdictions.
2. PERMITS. You may elect to have Carrier obtain permits at their actual cost as stated in the Deductions Table in
Appendix 5:
Select ONE of the following options:
________ OPTION 1 You will obtain permits.

________
X OPTION 2 Carrier will obtain permits, and Carrier will deduct or otherwise recover the amount
stated in the Deductions Table in Appendix 5.

Appendix 7 –page 1
3. FUEL AND MILEAGE TAX REPORTING.
You may elect to have Carrier perform fuel and mileage reporting on your behalf at the charge set forth in Appendix
5:
Select ONE of the following options:
________
X OPTION 1 You will obtain, and pay any required fee for, IFTA permits and will perform all fuel and
mileage tax reporting with respect to the Equipment at your expense.

________ OPTION 2 Carrier will obtain, and pay any required fee for, the IFTA permit and will perform all fuel
and mileage tax reporting services, with respect to the Equipment.

This Appendix 7 is agreed to by the undersigned parties on the latest date set forth below.

INDEPENDENT CONTRACTOR: [insert IC’s name]

__________________________________________________
BDD Trucking, LLC
[insert IC’s full business name, including “Inc.”:, “LLC”, etc. if held in a business
entity]

E-Transport Carriers, LLC

By: By:
Name: Foley Spotting Name: Paul Warren
Title: Manager Title: OwnerOperator
Date 08-06-2024 Date 08-19-2024

Appendix 7 –page 2
 APPENDIX 8
TO INDEPENDENT CONTRACTOR OPERATING AGREEMENT
PRIVACY DISCLOSURES AND CONSENT FORM
1. ELD Requirement and Its Purposes. Federal regulations require Carrier to adopt a system to electronically record
hours of service information. You agree to maintain in each unit of Equipment (as defined in Section 1 of this Agreement)
a compliant and functioning Electronic Logging Device (“ELD”), also sometimes referred to as an Electronic On-Board
Recorder (“EOBR”) or Automatic On-Board Recorder (“AOBR”). The principal purpose of this requirement is to assist your
drivers and Carrier in complying with FMCSA Hours of Service regulations and other Applicable Law and in avoiding
adverse safety scores and FMCSA interventions under CSA. The ELD may also assist in providing load dispatching and
tracking services to meet the specifications of Carrier’s customers.
2. Categories of Electronic Information Collected. The ELD is capable of collecting various categories of data regarding
the Equipment, its operation and the identity and location of the driver while performing the service under this Agreement
(collectively “Electronic Information”), including but not limited to: (a) name of the driver and any co-driver(s), and
corresponding driver identification information; (b) Duty status (that is, “Off Duty,” “Sleeper Berth,” “Driving,” and “On-
Duty Not Driving”); (c) date and time the Equipment is in operation; (d) location of the Equipment; (e) distance travelled
(including when the Equipment crosses state lines); (f) name and DOT number of Carrier; (g) 24-hour period starting time;
(h) multiday basis used by Carrier to compute cumulative duty hours and driving time; (i); hours in each duty status for
the 24-hour period, and total hours; (j) Equipment number; (k) load information, such as shipping document number(s),
or name of shipper and commodity(ies); (l) fuel use, including when the Equipment is refuelled; (m) speed of the
Equipment; (n) hard-braking events; and (o) power-on self-tests and diagnostic error codes. The Electronic Information
is transmitted from the Equipment to the third-party vendor of the ELD (see below) and then from the vendor to Carrier.
Carrier may access certain categories of the Electronic Information in order to comply with Applicable Law, including
Hours-of-Service regulations, to meet Customer Specifications and to perform necessary internal operations, or for other
uses when you consent to such other uses.
3. Carrier Uses of Electronic Information. If you elect to obtain the ELD through Carrier’s-facilitated program by
signing Appendix 11, the third-party vendor for the Carrier-facilitated ELD identified in Appendix 11 (the “ELD Vendor”)
will be responsible for collecting and storing of the Electronic Information. Carrier will not collect or store the Electronic
Information but will have access to the Electronic Information and reserves the right to request that the ELD Vendor collect
and store the Electronic Information for as long as the Equipment with the ELD installed operates under lease to Carrier,
and for a reasonable time after. You or your driver who have questions about the safeguards the ELD Vendor has put in
place to protect against the loss, unauthorized access, use, destruction, or improper disclosure of the Electronic
Information may contact ELD Vendor identified in Appendix 11. Carrier makes no warranty as to and has no liability for
the accuracy or security of the Electronic Information and the ELD.
4. Right to Review Electronic Information. You or your driver will have the right, on written request to Carrier, to
review the collected Electronic Information that Carrier itself continues to have access to, but only Electronic Information
relating to you or your drivers. A written request for such a review should be addressed to Carrier and sent by email to
SafetyOnBoarding@Suntecktts.com or U.S. Mail to 4500 Salisbury Road, Suite 305, Jacksonville, FL 32216.
5. Consent to Carrier’s Accessing Certain Safety-Performance Data of Drivers. By signing below, you authorize Carrier
to access driver files, FMCSA SMS safety scores and other data, and FMCSA’s PSP reports on such driver, both during the
qualification process and at any time after that.
This Appendix 8 is agreed to by the undersigned parties on the latest date set forth below.
INDEPENDENT CONTRACTOR: [insert IC’s name]

__________________________________________________
BDD Trucking, LLC
E-Transport Carriers, LLC

By: By:
Name: Foley Spotting Name: Paul Warren
Title:Manager Title: OwnerOperator
Date 08-06-2024 Date 08-19-2024

Appendix 8 –page 1
 APPENDIX 9
TO INDEPENDENT CONTRACTOR OPERATING AGREEMENT

DISPUTE RESOLUTION AND ARBITRATION AGREEMENT

This Dispute Resolution and Arbitration Agreement is a contract and covers important issues
relating to your rights. It is your sole responsibility to read and understand it. You are free to
seek assistance from independent advisors of your choice or to refrain from doing so, if you
so choose.

1. ARBITRATION OF CLAIMS: The undersigned independent contractor (“you”) and the carrier
identified on the signature page hereto (“Carrier”) agree to resolve any dispute between them as described in this
Appendix (this “Arbitration Agreement”). This Arbitration Agreement is governed by the Federal Arbitration Act
(9 U.S.C. § 1, et seq.) and evidences a transaction involving commerce. If the Federal Arbitration Act is held not to
apply, the arbitration laws of the State of Florida will apply, unless the state in which you perform services is found
to have a greater interest, in which case the arbitration laws of the state in which the services are performed will
apply. This Arbitration Agreement applies to any existing or future dispute brought by either you or Carrier arising
out of or related to the Independent Contractor Operating Agreement (the “ICOA”), your relationship with Carrier,
including but not limited to termination of the relationship, the service arrangement contemplated by the ICOA, the
services performed under the ICOA, and any violation of the federal leasing regulations (49 CFR 376) and other
Applicable Laws, but excluding claims for injunctive relief brought under Section 9 of the ICOA relating to an alleged
breach of the ICOA’s confidentiality provisions. The provisions of this Arbitration Agreement will remain in force
after the parties’ contractual relationship ends. BY AGREEING TO ARBITRATE ALL DISPUTES LISTED IN SECTION
1(a) OF THIS ARBITRATION AGREEMENT, THE PARTIES AGREE THAT ALL SUCH DISPUTES WILL BE
RESOLVED THROUGH BINDING ARBITRATION BEFORE AN ARBITRATOR AND NOT BY WAY OF A COURT OR
JURY TRIAL.
(a) Claims Covered By Arbitration Agreement: Unless carved out below, claims involving
the following disputes will be subject to arbitration under this Arbitration Agreement regardless of whether
brought by you, Carrier or any agent acting on behalf of either: (1) disputes arising out of or related to the ICOA;
(2) disputes arising out of or related to your relationship with Carrier, including termination of the relationship;
(3) the service arrangement contemplated by the ICOA; (4) the services performed under the ICOA; (5) any alleged
violation of the federal leasing regulations (49 CFR 376) and other Applicable Laws; and (6) disputes arising out
of or relating to the interpretation or application of this Arbitration Agreement, but not as to the enforceability,
revocability or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, including the
enforceability of the waivers of class, collective, and representative actions contained in Section 6 of this
Arbitration Agreement, nor as to the applicability of the Federal Arbitration Act to this Arbitration Agreement. This
Arbitration Agreement also applies, without limitation, to disputes regarding any city, county, state or federal
wage-hour law, trade secrets, unfair competition, compensation, meal or rest periods, expense reimbursement,
uniform maintenance, training, termination, discrimination or harassment and claims arising under the Uniform
Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment
Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act, Affordable
Care Act, Genetic Information Non-Discrimination Act, and state statutes, if any, addressing the same or similar
subject matters, and all other similar federal and state statutory and common law claims (excluding workers’
compensation, state disability insurance and unemployment insurance claims).
(b) Limitations on Application of this Arbitration Agreement: This Arbitration Agreement
does not apply to claims for workers compensation, state disability insurance, or unemployment insurance
benefits. Claims may be brought before, and remedies awarded by, an administrative agency if Applicable Law
requires those claims be adjudicated before an administrative agency notwithstanding the existence of this
Arbitration Agreement. Such administrative claims include without limitation claims or charges brought before
the Equal Employment Opportunity Commission (www.eeoc.gov), the U.S. Department of Labor (www.dol.gov),
the National Labor Relations Board (www.nlrb.gov), and the Office of Federal Contract Compliance Programs
(www.dol.gov/esa/ofccp). Nothing in this Arbitration Agreement or the ICOA of which this Arbitration Agreement

Appendix 9 –page 1
 is a part will be deemed to preclude or excuse a party from bringing an administrative claim before any agency in
order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration.
Claims that may be adjudicated in small claims court will also be excluded from coverage by this Arbitration
Agreement.

2. SELECTION OF ARBITRATOR: The person that will arbitrate the dispute (the “Arbitrator”) will be
selected by mutual agreement of you and Carrier. Unless you and Carrier mutually agree otherwise, the Arbitrator
will be an attorney licensed to practice in the location where the arbitration proceeding will be conducted or a retired
federal or state judicial officer who presided in the jurisdiction where the arbitration will be conducted. If for any
reason the parties cannot agree to an Arbitrator, either party may apply to a court of competent jurisdiction with
authority over the location where the arbitration will be conducted for appointment of a neutral Arbitrator. The
court will then appoint an Arbitrator, who will act under this Arbitration Agreement with the same force and effect
as if the parties had selected the Arbitrator by mutual agreement.
3. ARBITRATION LOCATION. The location of the arbitration proceeding will be no more than 45 miles
from the location of the office of Carrier or Carrier’s agent that usually dispatches your drivers (the “Agent
Location”), unless each party to the arbitration agrees in writing otherwise. If you do not reside in the general
geographical vicinity of the Agent Location, you and Carrier will agree to a location of the arbitration within 45 miles
of where you reside.
4. ARBITRATION PROCEDURES. In arbitration, the parties will have the right to conduct adequate
civil discovery, bring dispositive motions, and present witnesses and evidence as needed to present their cases and
defenses, and any disputes in this regard will be resolved by the Arbitrator.
5. MAKING A DEMAND FOR ARBITRATION: A demand for arbitration must be in writing and
delivered by hand or first class mail to the other party within the applicable statute of limitations period. The
Arbitrator will resolve all disputes regarding the timeliness or propriety of the demand for arbitration. Any demand
for arbitration made to Carrier must be delivered to Corporate Counsel at 4500 Salisbury Road, Suite 305,
Jacksonville, FL 32216.
6. CLASS, COLLECTIVE, AND PRIVATE ATTORNEY GENERAL REPRESENTATIVE ACTION WAIVER:
CONTRACTOR AND CARRIER AGREE TO BRING ANY DISPUTE IN ARBITRATION ON AN INDIVIDUAL BASIS
ONLY, AND NOT ON A CLASS, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL REPRESENTATIVE ACTION
BASIS. THEREFORE:
(a) Class Action Waiver: There will be no right or authority for any dispute to be brought,
heard or arbitrated as a class action (“Class Action Waiver”). The Class Action Waiver will be severable from
this Arbitration Agreement in any case in which (1) the dispute is filed as a class action and (2) there is a final
judicial determination that the Class Action Waiver is invalid, unenforceable, unconscionable, void or voidable. In
such instances, the Class Action Waiver will be stricken from the Arbitration Agreement and any class action must
be litigated in a civil court of competent jurisdiction.
(b) Collective Action Waiver: There will be no right or authority for any dispute to be
brought, heard or arbitrated as a collective action (“Collective Action Waiver”). The Collective Action Waiver
will be severable from this Arbitration Agreement in any case in which (1) the dispute is filed as a collective action
and (2) there is a final judicial determination that the Collective Action Waiver is invalid,
unenforceable, unconscionable, void or voidable. In such instances, the Collective Action Waiver will be stricken
from the Arbitration Agreement and any collective action must be litigated in a civil court of competent jurisdiction.
(c) Private Attorney General Representative Action Waiver: There will be no right or
authority for any dispute to be brought, heard or arbitrated as a private attorney general representative
action (“Private Attorney General Waiver”). The Private Attorney General Waiver does not apply to any claim
you bring in arbitration as a private attorney general solely on your own behalf and not on behalf of or regarding
others. The Private Attorney General Waiver will be severable from this Agreement in any case in which there is a
final judicial determination that the Private Attorney General Waiver is invalid, unenforceable, unconscionable,
void or voidable. In such instances and where the claim is brought as a private attorney general, such Private

Appendix 9 –page 2
 Attorney General Waiver will be stricken from the Arbitration Agreement and any private attorney general claim
must be litigated in a civil court of competent jurisdiction.
(d) No Retaliation. You will not be retaliated against, penalized or threatened with possible
penalty as a result of your attempt to exercise rights protected under Section 7 of the National Labor Relations Act,
including filing or participating in a class, collective or representative action in any forum. However, Carrier may
lawfully seek enforcement of this Arbitration Agreement and the Class Action Waiver, Collective Action Waiver,
and Private Attorney General Waiver and seek dismissal of such class, collective or representative actions or
claims. Notwithstanding any other clause contained in this Arbitration Agreement, any claim that all or part of the
Class Action Waiver, Collective Action Waiver, or Private Attorney General Waiver is unenforceable,
unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an
Arbitrator. The Class Action Waiver, Collective Action Waiver and Private Attorney General Waiver will be
severable in any case in which the dispute is filed as an individual action and severance is necessary to ensure that
the individual action proceeds in arbitration.
7. ATTORNEYS’ FEES AND ARBITRATION COSTS: Each party will pay the fees for its own attorneys,
subject to any remedies to which that party may later be entitled under applicable law. Costs incidental to the
arbitration, including the cost of the Arbitrator and the meeting site (“Arbitration Costs”), will be borne by Carrier
and you equally, unless otherwise required by Applicable Law. Any dispute regarding a party’s obligation to pay
Arbitration Costs will be determined by the Arbitrator. If you contend that, as a matter of law, you are not responsible
for payment of any Arbitration Costs, you will have no obligation to pay any portion of the contested Arbitration
Costs until, and only if, the Arbitrator determines that you are responsible for the costs. If necessary for arbitration
of the dispute, Carrier agrees to cover the amount of the Arbitration Costs contested by you until such time as the
Arbitrator determines payment responsibility. If the Arbitrator determines that you are responsible for any amount
of the Arbitration Costs already paid by Carrier, you will remit payment of that amount to Carrier within 30 days of
the Arbitrator’s determination.
8. POST-ARBITRATION PROCEDURES: Within 30 days of the close of the arbitration hearing (which
period may be extended by stipulation of the parties), any party will have the right to prepare, serve on the other
party and file with the Arbitrator a post-arbitration brief. The Arbitrator may award any party any remedy to which
that party is entitled under applicable law, but such remedies will be limited to those that would be available to a
party in his or her or its individual capacity in a court of law for the claims presented to and decided by the Arbitrator,
and no remedies that otherwise would be available to an individual in a court of law will be forfeited by virtue of this
Arbitration Agreement. The Arbitrator will issue a decision or award in writing, stating the essential findings of fact
and conclusions of law. Except as may be permitted or required by law, as determined by the Arbitrator, neither a
party nor an Arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior
written consent of the parties. A court of competent jurisdiction will have the authority to enter a judgment upon
the award made under the arbitration.
9. APPLICATION TO EXISTING CLAIMS AND CONTROVERSIES: This Arbitration Agreement is
intended broadly to apply to all covered controversies as set forth above in Section 1, subject to the exceptions stated
in Sections 1(b) and 6 of this Arbitration Agreement, including those arising before and after the Effective Date, as is
permitted under Section 2 of the Federal Arbitration Act.
10. OPT-OUT PROVISION: If you do not want to be subject to this Arbitration Agreement, you may opt
out by notifying Carrier in writing of your desire to opt out of this Arbitration Agreement, which writing must be
delivered either (1) by email, stating your name and expressing your intent not to be subject to this Arbitration
Agreement, to arbitrationoptout@suntecktransport.net or (2) by letter dated, signed and submitted by U.S. Mail or
hand delivery to Corporate Counsel at 4500 Salisbury Road, Suite 305, Jacksonville, FL 32216. In order to be effective,
the writing must (1) clearly indicate your intent to opt out of this Arbitration Agreement, and (2) be sent (if delivered
via email), post-marked (on the envelope containing the signed writing, if delivered by U.S. Mail), or delivered (if
delivered by hand) within 30 days of the date this Arbitration Agreement is signed by you. Your writing opting out
of this Arbitration Agreement will be filed with a copy of this Arbitration Agreement and maintained by Carrier. If
you do not opt out of this Arbitration Agreement within the 30-day period, you and Carrier will be bound by the
terms of this Arbitration Agreement. YOUR UNILATERAL ELECTION TO OPT OUT WILL NOT RESULT IN

Appendix 9 –page 3
TERMINATION OF ANY OTHER AGREEMENT BETWEEN THE PARTIES OR ANY FORM OF PENALTY,
RETALIATION, OR DISADVANTAGING OF YOU BY CARRIER.
11. RIGHT TO CONSULT WITH AN ATTORNEY: You have the right to consult with private counsel of
your choice with respect to any aspect of, or any claim that may be subject to, this Arbitration Agreement.
12. ENFORCEMENT: Subject to the exceptions listed in Sections 1(b) and 6 of this Arbitration Agreement,
in the event any portion of this Arbitration Agreement is deemed unenforceable, then such portion will be modified
or, if modification is not possible, stricken to the extent necessary to allow enforcement of this Arbitration
Agreement, and the remaining provisions will remain in full force and effect. If the Class Action Waiver, Collective
Action Waiver or Private Attorney General Waiver is deemed to be unenforceable, the parties agree that the specific
type(s) of waiver found to be unenforceable will be stricken from the Arbitration Agreement and the specific claim(s)
that were the subject of the stricken waiver(s) will be litigated in a civil court of competent jurisdiction.

YOU/CONTRACTOR:

________________________________________
BDD Trucking, LLC
E-Transport Carriers, LLC

By:
Signature By:
Signature
_____________________________________________
Foley Spotting
Authorized Rep.’s Name (Typed or Printed) _____________________________________
Paul Warren
Authorized Rep.’s Name (Typed or Printed)
_____________________________________________
Manager
Title _____________________________________
OwnerOperator
Title
_____________________________________________
08-06-2024
Date _____________________________________
08-19-2024
Date

Appendix 9 –page 4
 APPENDIX 10
TO INDEPENDENT CONTRACTOR OPERATING AGREEMENT

SAFETY-RELATED COMPENSATION AND CHARGE-BACKS

You and Carrier, identified below, are parties to an Independent Contractor Operating Agreement (the “ICOA”). Terms
with all capital letters or initial capital letters used in this Appendix 10 without definition will have the meaning given in
the ICOA.
Carrier and you each recognize and agree that (i) Carrier’s Safety Measurement System (“SMS”) evaluation published by
the FMCSA has economic value, (ii) your roadside safety inspection reports submitted to the FMCSA under the SMS
(“Roadside Inspections”) that report no violations affecting the driver or Equipment improve Carrier’s SMS evaluation,
(iii) Roadside Inspections which report violations worsen that evaluation and generate added direct and indirect costs to
Carrier which are impossible to quantify in advance, and (iv) the ICOA requires you to comply in all respects with
Applicable Law, such that violations noted in a Roadside Inspection constitute a breach of the ICOA.
In light of the foregoing, Carrier and you agree that you will be paid additional fees by Carrier or will be liable for liquidated
damages to Carrier in accordance with the following:
1. ROADSIDE INSPECTIONS. To ensure that trailers and Equipment are being properly pre-inspected and that
only safe and properly operating equipment is placed on the street, you will receive additional compensation for every
clean Level I inspection and will be subject to liquidated damages for inspections that result in CSA violation points.

(a) Clean-Inspection Incentive. When a State, local or DOT officer conducts a Level 1, 2 or 3,
Roadside Inspection that results in no identified violations (“Clean Inspection”), you will receive additional
compensation based on the applicable level of the inspection, according to the following chart. The Roadside Inspection
report must have the words “no violations” on the report.
Level 1 (full) - $300
Level 2 (walk-around) - $200
Level 3 (driver only) - $100

(b) Liquidated Damages Payable For Inspections With Obvious Defects. When a State, local or
DOT officer conducts a Roadside Inspection and such inspection results in identified violation(s) that should have
been addressed in accordance with applicable FMCSRs during the pre-trip inspection, you will be liable to Carrier for
liquidated damages as set forth in this Section 2(b). These items are commonly referred to in the industry as “Obvious
Defects,” which include but are not limited to, lights not working, tires less than 2/32nds, missing reflectors, missing
mud flaps, bent ICC bumper, driver log violations, expired medical card, and expired CDL registrations of tractor.
Liquidated damages will only arise when it can be reasonably determined by Carrier that the “Obvious Defect”
should have been noticed while you, including your drivers, conducted a proper pre-trip inspection. If you,
including your drivers, incur violation points from a Roadside Inspection report, you agree you will be liable for, and
Carrier may deduct or otherwise recover, as liquidated damages and not as a penalty, the applicable amounts set forth
below. If you, with respect to the applicable settlement, both qualify for safety-related additional compensation and owe
liquidated damages under this Appendix, Carrier will determine the sum of overall safety-related additional
compensation and liquidated damages under this Section 2(b). If the net amount results in compensation to you, such
amount will be included in your Settlement Compensation; if the net amount results in a balance of liquidated damages
due to Carrier, Carrier will deduct or otherwise such amount from your Settlement Compensation. Carrier will provide
you with documentation of the liquidated damage charge and basis for calculation before the deduction is taken.
Liquidated Damages and safety-related additional compensation will be paid upon the next settlement and will not be
accrued during the term of this Agreement.
Roadside Inspection CSA
Liquidated Damages
Violation Points
12-19 points $25.00
20 to 29 points $50.00
30+ points $100.00

Appendix 10 –page 1
2. CSA RED FLAG VIOLATIONS & VIOLATIONS THAT RESULT IN IMMEDIATE DRIVER
DISQUALIFICATION. Red Flag Violations are considered by the FMCSA as the worst violations a single driver
could incur during an inspection. You acknowledge and agrees that there are 12 violations that are Red Flag
Violations and 6 Critical Violations that will result in immediate disqualification of the driver and may be
considered a material breach of this Agreement, giving Carrier the right to terminate:
Red Flag Violations:
1. Driver Fitness, 49 C.F.R. § 383.21 - Operating a CMV with more than one driver’s license
2. Driver Fitness, 49 C.F.R. § 383.23(a)(2) - Operating a CMV without a valid CDL
3. Driver Fitness, 49 C.F.R. § 383.51(a) - Driving a CMV while disqualified
4. Driver Fitness, 49 C.F.R. § 383.91(a) - Operating a CMV with improper CDL group
5. Driver Fitness, 49 C.F.R. § 391.11 - Unqualified driver
6. Driver Fitness, 49 C.F.R. § 391.11(b)(5) - Driver lacking valid license for type of vehicle operated
7. Driver Fitness, 49 C.F.R. § 391.11(b)(7) - Driver disqualified from operating a CMV
8. Driver Fitness, 49 C.F.R. § 391.15(a) - Driving a CMV while disqualified
9. Drug/Alcohol, 49 C.F.R. § 392.4(a) - Driver uses or is in possession of drugs
10. Drug/Alcohol, 49 C.F.R. § 392.5(a) - Possession/use/under the influence of alcohol less than 4 hours prior to
duty
11. Fatigued Driving, 49 C.F.R. § 395.13(d) - Driving after being declared out-of-service
12. Vehicle Maintenance, 49 C.F.R. § 396.9(c)(2) - Operating an out-of-service vehicle
Critical Violations:
1. Any Driver Fitness Violations
2. Any Controlled Substances & Alcohol Violations
3. Unsafe Driving, 49 C.F.R. § 392.82(a)(1) - Using a hand-held mobile telephone while Operating a CMV
4. Unsafe Driving, 49 C.F.R. § 392.80 - Driving a CMV while texting
5. Unsafe Driving, 49 C.F.R. § 392.2-SLLS4 - Speeding 15 or more mph over the speed limit
6. Unsafe Driving, 49 C.F.R. § 392.2R - Reckless Driving
This Appendix 10 is executed and effective on the date set forth below, and supersedes any and all previous Appendices
related to safety-related incentives and liquidated damages under the ICOA.

E-Transport Carriers, LLC

(CHOOSE ONE) (CHOOSE ONE) INDEPENDENT CONTRACTOR:
☐ E-Transport Carriers, LLC
☐ Railport Services, LLC BDD Trucking, LLC
[insert IC’s full business nAme]
☐ Progressive Transportation, LLC
By: By:
Name: Foley Spotting Name: Paul Warren
Title: Manager Title: OwnerOperator
Date: 08-06-2024 Date: 08-19-2024

Appendix 10 –page 2
 APPENDIX 11
TO INDEPENDENT CONTRACTOR OPERATING AGREEMENT
ELECTRONIC LOGGING DEVICES
08-06-2024
Effective Date: ______________________________

You and Carrier, identified below, are parties to an Independent Contractor Operating Agreement (the “ICOA”).
Terms with all capital letters or initial capital letters used in this Appendix 11 without definition will have the
meaning given in the ICOA.
You understand, acknowledge and agree to the following:
1. You are not required to purchase or rent any products, equipment, or services from or through Carrier as a
condition of entering into or performing services under the ICOA.
2. The FMCSA has adopted the Electronic Logging Device Final Rule (the “ELD Rule”) in December 2015 that
requires carriers using paper logs or logging software to transition to electronic logging devices (“ELDs”) no
later than December 18, 2017, and to comply with this federal regulation, Carrier has implemented ELD
systems.
3. To perform the transportation services that you agree to perform under the ICOA, you are required to furnish
an ELD device that has a compliance service package that collects daily hours of service and Driver Vehicle
Inspection Report (“DVIR”) records and can and does transmit such records to Carrier’s log auditing system
as part of the Equipment for purposes of your performance under the ICOA. A device with a Geotab or
Omnitracs board recording device with an hours of service and DVIR compliance tracking application and
data transmission plan will qualify as an ELD. To qualify another type of ELD system, please contact
SafetyOnBoarding@Suntecktts.com to start the alternate ELD system validation process.
4. You may elect, by indicating such in Section 7 below, to obtain an ELD facilitated by Carrier.
5. The supplier of the ELD and monthly ELD tracking facilitated by Carrier is Geotab, Inc. (“ELD Vendor”).
6. Inquiries about safeguards the ELD Vendor has put in place to protect against the loss, unauthorized access,
use, destruction, or improper disclosure of the Electronic Information (defined in Appendix 8 to the ICOA)
may contact Sunteck Field Safety by sending an email to FieldSafety@Suntecktts.com.
7. You elect ONE of the following options under Section 2(l) of the ICOA:
________ OPTION 1 You elect to procure and maintain your own ELD in the Equipment. Such ELD will (a)
track hours of service and DVIR data as required under the ELD Rule, (b) be compatible with and able
to transmit to Carrier’s log auditing systems and (c) be activated to transmit data to Carrier’s log
auditing systems on the frequency required by Applicable Law. You will bear all fees and costs of the
ELD and tracking and transmission capabilities and will pay such fees and costs directly to the
vendors supplying the device and associated transmission and other services, including any transfer
fees to move the ELD from one system to Carrier’s system, any data integration or transmission fees,
and costs to replace or upgrade the ELD or its software.
________
X OPTION 2 You elect to procure and maintain an ELD through a Carrier-facilitated program with
the ELD Vendor for the charges stated below. Such ELD will (a) track hours of service and DVIR data
as required under the ELD Rule, (b) be compatible with and able to transmit to Carrier’s log auditing
systems and (c) be activated to transmit data to Carrier’s log auditing systems on the frequency
required by Applicable Law.

Appendix 11 –page 1
 The deductions from your Settlement Compensation for an ELD from the ELD Vendor through the program
facilitated by CARRIER are as follows:
Description of Charge Amount or Method of Computation of Deduction
GEOTAB: There is NO CHARGE for the initial GEOTAB If lost, stolen or damaged:
ELD device. If a replacement ELD is needed to replace
$100, deducted at the rate of $25 per week
an ELD that is lost, stolen or damaged INDEPENDENT
CONTRACTOR will be charged:
ELD data services fee $10 per week (includes the weekly data
feed charge invoiced by ELD Vendor plus an
administrative fee to Carrier)

8. Carrier will not be responsible for any loss or damage to the Equipment arising or resulting from the
installation, use, or removal of the Carrier-furnished ELD. If you need to replace the unit(s) of Equipment,
you will bear the expense of removal and re-installation of ELD in replacement Equipment and authorize
Carrier to deduct or otherwise recover all such expense if Carrier furnishes the replacement ELD and
associated ELD transmission and other services at your request.
9. If you elect to obtain the ELD through Carrier’s facilitated program, you agree to have a smart phone, tablet
or other devices with a data plan for at least 50MGs per month and internet access to use with the ELD.
10. Because hours of service log data is required under Applicable Law, delay or failure to provide log data
through the ELD system which results in missing or incorrect log data may be grounds for disqualification of
your driver and may also be a material breach of the ICOA, giving Carrier the right to cancel the ICOA for
cause under Section 7(b) of the ICOA.
This Appendix 11 is executed and effective on the date set forth below, and supersedes any and all previous
Appendices related to electronic logging devices (other than GPS or other electronic devices installed in trailers,
such as Qualcomm) under the ICOA.
CARRIER: INDEPENDENT CONTRACTOR / YOU:

____________________________________________
BDD Trucking, LLC
E-Transport Carriers, LLC [insert IC’s full business name]

By: __________________________________________________ By: ____________________________________________

Name: ________________________________________________
Foley Spotting Name: ____________________________________________
Paul Warren

Title: _________________________________________________
Manager Title: ____________________________________________
OwnerOperator

Date: _________________________________________________
08-06-2024 Date: ____________________________________________
08-19-2024

97290279.9

Appendix 11 –page 2