Common use of CARRIER’S OPERATIONS Clause in Contracts

CARRIER’S OPERATIONS. (a) CARRIER shall, at its sole cost and expense: i. furnish all equipment necessary or required for the performance of its obligations hereunder (the “Equipment”); ii. pay all expenses related, in any way, with the use and operation of the Equipment; and iii. maintain the Equipment in good repair, mechanical condition and appearance. (b) CARRIER shall utilize only competent, able and legally licensed personnel in the performance of services hereunder. CARRIER shall have full control of such personnel. CARRIER shall be solely responsible for ensuring, and will ensure, at CARRIER’s cost and expense, that such personnel are fully qualified to perform services hereunder, and that such personnel have access to all locations into which access is necessary to perform services under this Agreement. (c) CARRIER shall perform the services hereunder as an independent contractor, and assumes complete responsibility for all state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the transportation performed hereunder. i. Quick pay (generally within 48 hours of approval) may be offered if requested by the CARRIER. A fee of 10% of the total CARRIER payable will be applied and must be reflected on the CARRIER invoice. BROKER reserves the right to deny quick pay to CARRIER if the CARRIER has not met all of the before mentioned conditions for payment or BROKER is not fully satisfied that the risk of fraud does not exist. BROKER will require a copy of a voided business check (or personal check if under the name of FMCSA registered company representative) and copy of personal identification for the person listed on FMCSA as the registered company representative in order to validate banking information. BROKER will determine at its sole discretion whether to pay by ACH or ComCheck. (d) CARRIER shall be solely responsible for compliance with all provisions of Applicable Law regarding overdimension and overweight loads. CARRIER shall be solely responsible for its day to day operations including, but not limited to, setting appropriate routes to ensure that transportation of shipments is accomplished in accordance with all Applicable Laws and to otherwise ensure shipments are not damaged in transit. (e) CARRIER shall maintain appropriate security infrastructure to ensure the physical security of shipments and equipment handled under the terms of this Agreement.

CARRIER’S OPERATIONS. (a) CARRIER shall, at its sole cost and expense:expense and to the satisfaction of Broker i. (a) furnish all equipment necessary or required for the performance of its obligations hereunder (the “"Equipment”"); ii. (b) pay all expenses related, related in any way, with the use and operation of the Equipment; and; iii. (c) maintain the Equipment in good repair, mechanical condition and appearance.; and (bd) CARRIER shall utilize only competent, able and legally licensed personnel in the performance of services hereunderpersonnel. CARRIER shall have full control of such personnel. CARRIER ; and shall be solely responsible for ensuring, and will ensure, at CARRIER’s cost and expense, that such personnel are fully qualified to perform services hereunder, and that such personnel have access to all locations into which access is necessary to perform services under this Agreement. (c) CARRIER shall perform the services hereunder as an independent contractor, and assumes assume complete responsibility for all state and federal taxes, assessments, insurance (including, but not limited to, workers’ to worker's compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the transportation performed hereunder. i. Quick pay (generally within 48 hours . CARRIER agrees to pay, or have paid, all taxes, licenses, and fees levied or assessed by any governmental agency, and any unemployment compensation, insurance, pension benefits, social security, and other taxes upon the wages of approval) CARRIER, in connection with or incident to the performance of CARRIER hereunder. CARRIER agrees to reimburse Broker on demand for any such taxes or governmental charges, state or federal that Broker may be offered if requested by the required to pay on account of CARRIER. A fee Nothing contained in this Agreement shall be construed to deem CARRIER as a partner, employee or agent of 10% Broker, nor shall either Party have any authority to bind the other in any respect. CARRIER shall not make any commitment or incur any expense in the name of Broker. It is intended that CARRIER shall, in all instances, be and remain an independent contractor responsible for its own actions and for its own agents, employees and representatives. In this regard, the total CARRIER payable will be applied and must be reflected on Parties hereby acknowledge that the CARRIER invoice. BROKER reserves Broker shall only have the right to deny quick pay prescribe and designate the result to CARRIER if the CARRIER has be accomplished, and that Broker does not met all retain any supervisory control or authority or right to direct or control any part of the before mentioned conditions work to be performed by CARRIER. Actions taken by Broker relating to any part of the work to be performed by CARRIER hereunder shall not, in any respect, be the basis for payment or BROKER is not fully satisfied that the risk of fraud does not exist. BROKER will require a copy recognition of a voided business check (right or personal check if under duty by Broker to direct or control the name details of FMCSA registered company representative) and copy of personal identification for the person listed on FMCSA as the registered company representative in order to validate banking information. BROKER will determine at its sole discretion whether to pay by ACH or ComCheckCARRIER’s performance. (d) CARRIER shall be solely responsible for compliance with all provisions of Applicable Law regarding overdimension and overweight loads. CARRIER shall be solely responsible for its day to day operations including, but not limited to, setting appropriate routes to ensure that transportation of shipments is accomplished in accordance with all Applicable Laws and to otherwise ensure shipments are not damaged in transit. (e) CARRIER shall maintain appropriate security infrastructure to ensure the physical security of shipments and equipment handled under the terms of this Agreement.

CARRIER’S OPERATIONS. (a) CARRIER shall, at its sole cost and expense: i. furnish all equipment necessary or required shall be responsible for the performance acts and omissions of each of its obligations hereunder employees, agents, representatives, contractors, subcontractors and other service providers (the including its Drivers, collectively, “EquipmentCARRIER Personnel”); ii. pay all expenses related, in any way, with the use ) and operation of the Equipment; and iii. maintain the Equipment in good repair, mechanical condition and appearance. (b) CARRIER shall utilize only competent, competent and able and personnel who are legally licensed personnel in accordance with all Applicable Law to perform the performance of services hereunderServices under this Agreement. Notwithstanding any communications or other information transmitted to or from a Driver on any BROKER mobile application or other electronic service, CARRIER shall have full control of such personnelits CARRIER Personnel used in the provision of motor carrier services under this Agreement and CARRIER shall be responsible for the acts and omissions of each of its CARRIER Personnel. CARRIER shall be solely responsible for ensuring, and will ensure, at CARRIER’s cost and expense, that such personnel CARRIER Personnel are fully qualified to perform services Services hereunder. CARRIER shall also ensure that any Driver providing Services have sufficient hours available to complete scheduled deliveries in accordance with, and that such personnel have access to all locations into which access is necessary to perform services under this Agreementwithout violation of, applicable hours-of-service regulations, and complies with applicable drug and alcohol testing rules and regulations, and safety and security requirements. CARRIER shall be solely responsible for determining whether scheduled Services can be completed without violation of Applicable Law. (cb) CARRIER shall perform the services hereunder all Services, including any Shipments accepted by CARRIER or CARRIER Personnel through BROKER’s Electronic Platforms (as defined below), under this Agreement as an independent contractor, contractor and assumes complete responsibility for all state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension pension, and social security insurance) and any other financial obligations to CARRIER Personnel, including payment and compensation due to its Drivers, arising out of the transportation Services performed hereunder. i. Quick pay (generally within 48 hours of approval) may be offered if requested by the under this Agreement. BROKER and SHIPPER are not CARRIER’s agents. This Agreement does not create a joint venture, joint enterprise or partnership between BROKER, SHIPPER and/or CARRIER. A fee of 10% of the total CARRIER payable will be applied and must be reflected on the CARRIER invoice. BROKER reserves the right to deny quick pay to CARRIER if the CARRIER has not met shall furnish all of the before mentioned conditions for payment equipment necessary or BROKER is not fully satisfied that the risk of fraud does not exist. BROKER will require a copy of a voided business check (or personal check if under the name of FMCSA registered company representative) and copy of personal identification required for the person listed on FMCSA as performance of its obligations under this Agreement (the registered company representative “Equipment”). CARRIER shall maintain all Equipment in order good repair and clean, working condition, in full compliance with Applicable Law, and free of contamination and infestation. CARRIER warrants and represents that its trailers have not been and shall not be used to validate banking informationhaul municipal, residual, industrial, chemical, liquid or solid waste. BROKER will determine at its sole discretion whether to pay by ACH or ComCheck. (d) For all Shipments requiring refrigeration, CARRIER shall be solely responsible for compliance with all provisions of Applicable Law regarding overdimension and overweight loads. CARRIER shall be solely responsible for its day to day operations including, but not limited to, setting appropriate routes to ensure that transportation of shipments is accomplished maintaining proper temperature control in accordance with all Applicable Laws and temperature requirements provided to otherwise ensure shipments are not damaged in transitCARRIER by SHIPPER or BROKER. (e) CARRIER shall maintain appropriate security infrastructure to ensure the physical security of shipments and equipment handled under the terms of this Agreement.

CARRIER’S OPERATIONS. (a) CARRIER Carrier shall, at its sole cost and expense: i. : (i) furnish all equipment necessary or required for to properly perform the performance of its obligations Services hereunder (the “Equipment”); ; (ii. pay all expenses related, in any way, with the use and operation of ) ensure that the Equipment, particularly to be used to perform the Services has not previously been used to transport solid or liquid waste or garbage of any kind (hazardous or nonhazardous); and (iii. ) maintain the Equipment in good repair, mechanical condition and appearance; and (iv) provide Broker with accurate records of Equipment use upon request. (b) CARRIER shall utilize only competent, able and legally licensed personnel in the performance of services hereunder. CARRIER Carrier shall have full control of, and shall be legally responsible for, the acts and omissions of such personneleach of its employees, agents, contractors, and subcontractors who provide the Services (its “Personnel”). CARRIER All of Carrier’s Personnel shall be fully qualified, competent, and legally licensed in compliance with all Applicable Law to perform the Services. Carrier shall be solely responsible for ensuring, and will ensure, at CARRIER’s cost and expense, that such personnel are fully qualified to perform services hereunder, and that such personnel have access to all locations into which access is necessary to perform services Personnel costs. By accepting a shipment under this Agreement, Carrier warrants that it will assign a driver who has sufficient time remaining under the applicable hours of service regulations to complete the duties assigned by the Carrier. (c) CARRIER Carrier shall perform be solely responsible for making sure that the services hereunder as an independent contractor, Services comply with all Applicable Law. This includes rules and assumes complete responsibility for all state laws about over-dimension and federal taxes, assessments, insurance (overweight loads and air quality and environmental standards including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out those of the transportation performed hereunder. i. Quick pay California Air Resources Board (generally within 48 hours of approval) may be offered if requested by the CARRIER“CARB”). A fee of 10% of the total CARRIER payable will be applied and must be reflected on the CARRIER invoice. BROKER reserves the right to deny quick pay to CARRIER if the CARRIER has not met all of the before mentioned conditions for payment or BROKER Carrier is not fully satisfied that the risk of fraud does not exist. BROKER will require a copy of a voided business check (or personal check if under the name of FMCSA registered company representative) and copy of personal identification for the person listed on FMCSA as the registered company representative in order to validate banking information. BROKER will determine at its sole discretion whether to pay by ACH or ComCheck. (d) CARRIER shall be solely responsible for compliance with all provisions of Applicable Law regarding overdimension and overweight loads. CARRIER shall be solely responsible for its day to day operations including, but not limited to, setting appropriate choosing routes to ensure that transportation of shipments is accomplished in accordance comply with all Applicable Laws Law and to otherwise ensure for ensuring that shipments are not damaged in transit. (ed) CARRIER shall maintain appropriate security infrastructure Carrier must comply with 49 CFR Part 395 regarding use of Electronic Logging Devices (“ELDs”). Carrier must have on-board each vehicle an ELD from a provider listed on the FMCSA’s ELD registry and must notify Broker if the provider is removed from the registry or if the ELD malfunctions while Services are being provided by Carrier to ensure the physical security of shipments and equipment handled under the terms of this AgreementBroker.

CARRIER’S OPERATIONS. (a) CARRIER shall, at its sole cost and expense: i. furnish all equipment necessary or required for the performance of its obligations hereunder (the “Equipment”); ii. pay all expenses related, in any way, with the use and operation of the Equipment; and; iii. maintain the Equipment in good repair, mechanical condition and appearance; and iv. maintain records of Equipment use which will be provided to BROKER upon request. (b) With respect to transportation governed by regulations of the Food and Drug Administration (“FDA”) codified at 21 C.F.R. Part 1.900, CARRIER shall be responsible for the safety and sufficiency of all items used in the transportation of the goods, including all vehicles and Transportation Equipment as defined in such regulations. CARRIER is responsible for all sanitary conditions during transport. CARRIER must confirm the vehicle and Transportation Equipment is in appropriate physical condition to transport the goods tendered, and any such Equipment must be dry, leak proof, free of harmful or offensive odor, free from pest infestation and free from evidence of prior cargo that could render the shipment unsafe. (c) CARRIER shall be responsible for the acts and omissions of each of its employees, agents, representatives, contractors, and subcontractors and shall utilize only competent, competent and able and personnel that are legally licensed personnel in accordance with all Applicable Law to perform the performance of services hereunder. CARRIER shall have full control of such personnelany personnel used in the provision of motor carrier services hereunder. CARRIER shall be solely responsible for ensuring, and will ensure, at CARRIER’s cost and expense, that such personnel are fully qualified to perform services hereunder, and that such personnel have access to all locations into which access is necessary to perform services under this Agreement. Without limiting the foregoing, CARRIER shall ensure that any personnel providing services have sufficient hours available to complete scheduled deliveries in accordance with, and without violation of, applicable hours of service regulations. CARRIER shall be solely responsible for determining whether scheduled services can be completed without violation of Applicable Law, and if services cannot be completed without violation of Applicable Law, shall notify BROKER prior to acceptance of load. (cd) CARRIER shall perform the services hereunder as an independent contractor, and assumes complete responsibility for all state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the transportation performed hereunder. i. Quick pay (generally within 48 hours of approval) may be offered if requested by the CARRIER. A fee of 10% of the total CARRIER payable will be applied and must be reflected on the CARRIER invoice. BROKER reserves the right to deny quick pay to CARRIER if the CARRIER has not met all of the before mentioned conditions for payment or BROKER is not fully satisfied that the risk of fraud does not exist. BROKER will require a copy of a voided business check (or personal check if under the name of FMCSA registered company representative) and copy of personal identification for the person listed on FMCSA as the registered company representative in order to validate banking information. BROKER will determine at its sole discretion whether to pay by ACH or ComCheck. (de) CARRIER shall be solely responsible for compliance with all provisions of Applicable Law regarding overdimension and overweight loads. CARRIER shall be solely responsible for its day to day operations loads and air quality and environmental standards including, but not limited to, setting appropriate routes those of the California Air Resources Board (“CARB”). If CARRIER operates Transportation Refrigeration Units (“TRUs”) in California under this Agreement, it shall ensure all such units are registered with the CARB’s Equipment Registration system (“ARBER”), and shall, prior to ensure that transportation of shipments is accomplished in accordance transporting any goods under this Agreement, inspect its Equipment for compliance with all Applicable Laws the CARB Heavy-Duty Vehicle Greenhouse Gas Emission Reduction Regulations and to otherwise ensure shipments are not damaged in transitAirborne Toxic Control Measures (collectively “ATCM”) for TRUs, cleanliness, odors, dirt, or debris before loading. (ef) CARRIER shall maintain appropriate security infrastructure to ensure the physical security of shipments and equipment handled under the terms of this Agreement.

CARRIER’S OPERATIONS. (a) 5.1 CARRIER shall, at its sole cost and expense: i. : (i) furnish all equipment necessary or required for the performance of its obligations hereunder (the “Equipment”); ; (ii. ) pay all expenses related, in any way, with the use and operation of the Equipment; and (iii. ) maintain the Equipment in good repair, mechanical condition and appearance; and (iv) maintain records of Equipment use which will be provided to CtrlChain upon request. 5.2 CARRIER shall be responsible for the acts and omissions of each of its employees, agents, representatives, contractors, and any subcontractors (b) CARRIER which must be approved as set forth below in Section 13), and shall utilize only competent, competent and able and personnel that are legally licensed personnel in accordance with all Applicable Law to perform the performance of services Services hereunder. CARRIER shall have full control of such personnelany personnel used in the provision of motor carrier services hereunder. CARRIER shall be solely responsible for ensuring, and will ensure, at CARRIER’s cost and expense, that such personnel are fully qualified to perform services Services hereunder, and that such personnel have access to all locations into which access is necessary to perform services Services under this Agreementthese Terms and Conditions. Without limiting the foregoing, CARRIER shall ensure that any personnel providing Services have sufficient hours available to complete scheduled deliveries in accordance with, and without violation of, applicable hours of service regulations. CARRIER shall be solely responsible for determining whether scheduled Services can be completed without violation of Applicable Law, and if Services cannot be completed without violation of Applicable Law, shall notify CtrlChain prior to acceptance of load. (c) 5.3 CARRIER shall perform the services Services hereunder as an independent contractor, and assumes complete responsibility for all state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the transportation performed hereunder. i. Quick pay (generally within 48 hours of approval) may be offered if requested by the CARRIER. A fee of 10% of the total CARRIER payable will be applied and must be reflected on the CARRIER invoice. BROKER reserves the right to deny quick pay to CARRIER if the CARRIER has not met all of the before mentioned conditions for payment or BROKER is not fully satisfied that the risk of fraud does not exist. BROKER will require a copy of a voided business check (or personal check if under the name of FMCSA registered company representative) and copy of personal identification for the person listed on FMCSA as the registered company representative in order to validate banking information. BROKER will determine at its sole discretion whether to pay by ACH or ComCheck. (d) 5.4 CARRIER shall be solely responsible for compliance with all provisions of Applicable Law regarding overdimension air quality and overweight loads. CARRIER shall be solely responsible for its day to day operations environmental standards including, but not limited to, setting appropriate routes those of the California Air Resources Board (“CARB”). By furnishing services under these Terms and Conditions, CARRIER acknowledges and agrees that it is aware of applicable CARB regulations, including the Truck and Bus Regulation (“TBR”) at 13 C.C.R. § 2025, the Drayage Truck Regulation (“DTR”) at 13 C.C.R. § 2027, the regulation on Transportation Refrigeration Units (“TRU”) at 13 C.C.R. § 2477 et. Seq.., and the Tractor Trailer Greenhouse Gas (“GHG”) regulation at 17 C.C.R. § 95300 et. Seq., and has adopted policies and procedures to ensure that compliance with such regulations, as they may be revised, adopted, and amended from time to time. CARRIER shall only dispatch and operate compliant vehicles (including vehicles with compliant TRUs) and shall maintain shipment specific records evidencing such compliance, which records shall be provided to CtrlChain upon request. Without limiting the foregoing, if CARRIER operates TRUs in California under these Terms and Conditions, it shall ensure all such units are registered with the CARB’s Equipment Registration system (“ARBER”). 5.5 With respect to transportation governed by regulations of the Food and Drug Administration (“FDA”) codified at 21 C.F.R. Part 1.900, and regardless of whether such FDA regulations apply to CARRIER, CARRIER shall be responsible for the safety and sufficiency of all items used in the transportation of shipments the goods, including all vehicles and Transportation Equipment as defined in such regulations. CARRIER is accomplished responsible for all sanitary conditions during transport and for compliance with shipper instructions including, but not limited to, any requirements related to condition, design, maintenance or type of transportation equipment; sealing of trailers; cross-contaminant restrictions; segregation/isolation of food consignments; records relating to equipment (such as prior use or cleaning); temperature range requirements; temperature records (including method of measuring, monitoring and documenting temperature); pre-cooling requirements; required transit-times, etc.. CARRIER must confirm the vehicle and Transportation Equipment: (i) is in accordance with all Applicable Laws appropriate physical condition to transport the goods tendered; (ii) is dry, leak proof, free of harmful or offensive odor, free from pest infestation and to otherwise ensure shipments are not damaged in transit. (e) CARRIER shall maintain appropriate security infrastructure to ensure free from evidence of prior cargo that could render the physical security of shipments and equipment handled under the terms of this Agreement.shipment unsafe; and

CARRIER’S OPERATIONS. (a) CARRIER shallCarrier shall furnish sufficient vehicles and accessorial equipment, adequately manned and maintained by it, necessary for the prompt transportation of Shipper’s freight and its delivery without undue delay in a safe, complete and efficient manner in performance of its transportation obligations under this Agreement. The vehicles and accessorial equipment shall be maintained and operated so as to prevent damage or contamination of transported product(s) or other property. Provided, however, that should Shipper’s volume experience temporary increases beyond that contemplated hereunder, Carrier shall be required to provide additional equipment in reasonable quantities, under the circumstances presented. (b) Carrier, at its sole cost and expense: i. furnish all equipment necessary or required , shall employ for the performance of its obligations services hereunder (the “Equipment”); ii. pay all expenses related, in any way, with the use and operation of the Equipment; and iii. maintain the Equipment in good repair, mechanical condition and appearance. (b) CARRIER shall utilize only competent, able and legally licensed personnel in the performance of services hereunder. CARRIER shall have full control of such personnel. CARRIER shall be solely responsible for ensuring, and will ensure, at CARRIER’s cost and expense, that such personnel are fully qualified to perform services hereunder, and that such personnel have access to all locations into which access is necessary to perform services under this Agreement. (c) CARRIER shall perform the services hereunder as an independent contractorCarrier agrees at all times to comply with all federal, and assumes complete responsibility for all state and federal taxeslocal laws, assessmentsrules and regulations, insurance applicable to its operations hereunder. Additionally, Carrier operates each location as a “non-segregated Facility” and the following Executive Orders, which are incorporated by reference in this Agreement: * Executive Order 11246, Equal Opportunity (includingas amended); * Executive Order 11701, but not limited toAffirmative Action for Disabled and Vietnam Era Veterans; * Executive Order 11758, workers’ compensation, unemployment compensation, disability, pension Affirmative Action for Handicapped Workers. Carrier shall also file Standard Form 100 with the Office of Federal Contract Compliance or its designated Agency as required. Carrier agrees and social security insurance) covenants that none of its employees that provide service to Shipper pursuant to this Agreement are unauthorized aliens as defined in the Immigration Reform and any other financial obligations arising out Control Act of the transportation performed hereunder. i. Quick pay (generally within 48 hours of approval) may be offered if requested by the CARRIER. A fee of 10% of the total CARRIER payable will be applied and must be reflected on the CARRIER invoice. BROKER reserves the right to deny quick pay to CARRIER if the CARRIER has not met all of the before mentioned conditions for payment or BROKER is not fully satisfied that the risk of fraud does not exist. BROKER will require a copy of a voided business check (or personal check if under the name of FMCSA registered company representative) and copy of personal identification for the person listed on FMCSA as the registered company representative in order to validate banking information. BROKER will determine at its sole discretion whether to pay by ACH or ComCheck1986. (d) CARRIER Carrier shall be solely responsible for compliance comply with all provisions fire, environmental and safety regulations of Applicable Law regarding overdimension and overweight loads. CARRIER shall be solely responsible for Shipper or of its day consignees applicable to day operations including, but not limited to, setting appropriate routes to ensure that transportation the plants or properties of shipments Shipper or the consignee while Carrier’s equipment is accomplished in accordance with all Applicable Laws and to otherwise ensure shipments are not damaged in transitat said location during transit or at points of origin or destination. (e) CARRIER Carrier will make deliveries for Shipper in the manner or at times requested or give Shipper notice thereof and the reasons for its inability to make delivery as requested or at the times designated, but [subject to the provisions of Paragraph 5(a)], shall maintain in no way relieve Carrier of liability, if any. (f) Carrier shall load, transport and deliver petroleum products, including gasoline additives and oxygenates as appropriate security infrastructure (“Product(s)”) from the Product Terminal(s) (“Terminal(s)”) as directed by Shipper to ensure outlets (“Outlets”) as directed by Shipper. (g) Carrier shall perform the physical security loading, transportation and delivery services (“Services”) in a prompt and efficient manner so as to (i) minimize Product shortages at the Outlets; and (ii) manage Product inventory in accordance with the levels set forth in Shipper’s fuel management systems, and (iii) deliver Product in specific time frames as mutually agreed by Shipper and Carrier. (h) Carrier shall permit Shipper to inspect the contents of shipments Carrier’s transport vehicles, including periodic sampling and equipment handled under testing of the terms Products prior to any such Product being delivered to any of this Agreementthe Outlets. (i) Carrier shall notify Shipper immediately of any sampling done or any inquiries made by employees, agents, or representatives by any governmental authority or other party relating to any Products. (j) Carrier shall immediately stop the delivery of any Product when Carrier either suspects or becomes aware that such Product has been contaminated, adulterated, or otherwise fails to conform with the requirements of any and all Laws. (k) Carrier shall perform (subject to reasonable advance notification by Shipper of its transportation and other transportation-related requirements) the Services in accordance with the requirements of Shipper as such requirements may be amended from time to time at the sole discretion of Shipper. Furthermore, where any Terminal is owned, leased, or otherwise controlled in whole or in part by a third party, then Carrier, its employees, agents, representatives and contractors shall comply with all access, use and other requirements of any such third party relating to that Terminal. (l) Carrier shall not knowingly deliver fuel into tanks which are in compliance with all laws and regulations. Carrier will promptly notify Shipper of any tanks known to be out of compliance.

CARRIER’S OPERATIONS. (a) CARRIER shall, at its sole cost and expense: i. furnish all equipment necessary or required shall be responsible for the performance acts and omissions of each of its obligations hereunder employees, agents, representatives, contractors, subcontractors and other service providers (the including its Drivers, collectively, “EquipmentCARRIER Personnel”); ii. pay all expenses related, in any way, with the use ) and operation of the Equipment; and iii. maintain the Equipment in good repair, mechanical condition and appearance. (b) CARRIER shall utilize only competent, competent and able and personnel who are legally licensed personnel in accordance with all Applicable Laws to perform the performance of services hereunderServices under this Agreement. Notwithstanding any communications or other information transmitted to or from a Driver on any BROKER mobile application or other electronic service, CARRIER shall have full control of such personnelits CARRIER Personnel used in the provision of motor carrier services under this Agreement and CARRIER shall be responsible for the acts and omissions of each of its CARRIER Personnel. CARRIER shall be solely responsible for ensuring, and will ensure, at CARRIER’s cost and expense, that such personnel CARRIER Personnel are fully qualified to perform services Services hereunder. CARRIER shall also ensure that any Driver providing Services have sufficient hours available to complete scheduled deliveries in accordance with, and that such personnel have access to all locations into which access is necessary to perform services under this Agreementwithout violation of, applicable hours-of-service regulations, and complies with applicable drug and alcohol testing rules and regulations, and safety and security requirements. CARRIER shall be solely responsible for determining whether scheduled Services can be completed without violation of Applicable Laws. (cb) CARRIER shall perform the services hereunder all Services, including any Shipments accepted by CARRIER or CARRIER Personnel through BROKER’s Electronic Platforms (as defined below), under this Agreement as an independent contractor, contractor and assumes complete responsibility for all provincial, state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension pension, and social security insurance) and any other financial obligations to CARRIER Personnel, including payment and compensation due to its Drivers, arising out of the transportation Services performed hereunder. i. Quick pay (generally within 48 hours of approval) may be offered if requested by the under this Agreement. BROKER and SHIPPER are not CARRIER’s agents. This Agreement does not create a joint venture, franchise, joint enterprise or partnership between BROKER, SHIPPER and/or CARRIER. A fee of 10% of the total CARRIER payable will be applied and must be reflected on the CARRIER invoice. BROKER reserves the right to deny quick pay to CARRIER if the CARRIER has not met shall furnish all of the before mentioned conditions for payment equipment necessary or BROKER is not fully satisfied that the risk of fraud does not exist. BROKER will require a copy of a voided business check (or personal check if under the name of FMCSA registered company representative) and copy of personal identification required for the person listed on FMCSA as performance of its obligations under this Agreement (the registered company representative “Equipment”). CARRIER shall maintain all Equipment in order good repair and clean, working condition, in full compliance with Applicable Laws, and free of contamination and infestation. CARRIER warrants and represents that its trailers have not been and shall not be used to validate banking informationhaul municipal, residual, industrial, chemical, liquid or solid waste. BROKER will determine at its sole discretion whether to pay by ACH or ComCheck. (d) For all Shipments requiring refrigeration, CARRIER shall be solely responsible for compliance with all provisions of Applicable Law regarding overdimension and overweight loads. CARRIER shall be solely responsible for its day to day operations including, but not limited to, setting appropriate routes to ensure that transportation of shipments is accomplished maintaining proper temperature control in accordance with all Applicable Laws and temperature requirements provided to otherwise ensure shipments are not damaged in transitCARRIER by SHIPPER or BROKER. (e) CARRIER shall maintain appropriate security infrastructure to ensure the physical security of shipments and equipment handled under the terms of this Agreement.

CARRIER’S OPERATIONS. (a) CARRIER shall, at its sole cost and expense: i. furnish all equipment necessary or required for the performance of its obligations hereunder (the “Equipment”); ii. pay all expenses related, in any way, with the use and operation of the Equipment; and, and bear all liability and risk of loss related thereto; iii. maintain the Equipment in good repair, mechanical condition and appearance; and iv. maintain records of Equipment use which will be provided to BROKER upon request. (b) CARRIER shall be responsible and liable for the acts and omissions of all Carrier Personnel (including their use of the Curri Platform) and each of its other employees, agents, representatives, contractors, and subcontractors and shall utilize only competent, competent and able and personnel that are legally licensed personnel in accordance with all Applicable Law to perform the performance of services Services hereunder. CARRIER shall have full control of such personnelany personnel used in the provision of Services hereunder. CARRIER shall be solely responsible for ensuring, and will ensure, at CARRIER’s cost and expense, that such personnel are fully qualified to perform services Services hereunder, and that such personnel have access to the Curri Platform and all locations into which access is necessary to perform services Services under this Agreement. CARRIER shall be solely responsible for determining whether scheduled Services can be completed without violation of Applicable Law, and if Services cannot be completed without violation of Applicable Law, shall notify BROKER prior to acceptance of load. (c) CARRIER shall perform the services Services hereunder as an independent contractorcontractor that employs or contracts with all applicable Carrier Personnel independently of Curri in every respect, and assumes complete responsibility for all state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the transportation Services performed hereunder. i. Quick pay (generally within 48 hours hereunder and/or the use of approval) may be offered if requested by CARRIER’s Carrier Personnel and its other employees, agents, representatives, contractors and subcontractors. Notwithstanding the CARRIER. A fee of 10% of foregoing, however, CARRIER acknowledges and agrees that BROKER shall have the total CARRIER payable will be applied and must be reflected on the CARRIER invoice. BROKER reserves the right to deny quick pay to CARRIER if the CARRIER has not met all of the before mentioned conditions for payment or BROKER is not fully satisfied that the risk of fraud does not exist. BROKER will require a copy of a voided business check (or personal check if under the name of FMCSA registered company representative) and copy of personal identification for the person listed on FMCSA as the registered company representative right, in order to validate banking information. BROKER will determine at its sole discretion whether discretion, to pay by ACH prohibit the use of any Carrier Personnel in the performance of Services under this Agreement to the extent such Carrier Personnel violate, or ComCheckotherwise become ineligible to provide Services or to access the Curri Platform under, the Terms. (d) CARRIER represents and warrants, as of the Effective Date and as of each date upon which Services are provided, that (i) CARRIER has conducted a criminal and MVR background check on all Carrier Personnel used in the performance of Services within 12 months preceding the date such Carrier Personnel performed Services, and (ii) all Carrier Personnel involved in the performance of Services under this Agreement are eligible under the Terms, at the time such Services are provided, to provide Services for BROKER and/or Senders. (e) CARRIER shall be solely responsible for compliance with all provisions of Applicable Law regarding overdimension air quality and overweight loads. CARRIER shall be solely responsible for its day to day operations environmental standards including, but not limited to, setting appropriate routes those of the California Air Resources Board (“CARB”). By entering into this Agreement, CARRIER acknowledges and agrees that it is aware of applicable CARB regulations, including the Truck and Bus Regulation (“TBR”) at 13 C.C.R. § 2025, the Drayage Truck Regulation (“DTR”) at 13 C.C.R. § 2027, the regulation on Transportation Refrigeration Units (“TRU”) at 13 C.C.R. § 2477 et. Seq.., and the Tractor Trailer Greenhouse Gas (“GHG”) regulation at 17 C.C.R. § 95300 et. Seq., and has adopted policies and procedures to ensure that transportation of shipments is accomplished compliance with such regulations, as they may be revised, adopted, and amended from time to time. CARRIER shall only dispatch and operate compliant vehicles (including vehicles with compliant TRUs) and shall maintain shipment specific records evidencing such compliance, which records shall be provided to BROKER upon request. Without limiting the foregoing, if CARRIER operates TRUs in accordance California under this Agreement, it shall ensure all such units are registered with all Applicable Laws and to otherwise ensure shipments are not damaged in transitthe CARB’s Equipment Registration system (“ARBER”). (ef) In the event CARRIER is requested to transport hazardous materials (including hazardous waste), CARRIER represents and warrants that it has obtained all necessary federal, state and provincial permits and registrations to transport hazardous materials (including hazardous waste) in inter-provincial, interstate and/or intrastate commerce. Upon request, CARRIER shall provide BROKER with a copy of all such federal and state permits and registrations. CARRIER further represents and warrants that: (i) it is in compliance with any and all Applicable Laws, rules and regulations applicable to such transportation, including, but not limited to 49 C.F.R. Parts 171-178; (ii) all drivers used to transport such shipments have undergone the necessary training requirements of all applicable state, provincial and federal laws; and (iii) all drivers used to transport hazardous material have the proper endorsements on their Commercial Driver's License (or such analogous operator permit as is applicable to such driver) to legally transport such shipments. XXXXXXX acknowledges and agrees that XXXXXX’s sole obligation with respect to requesting services with respect to such shipments is to pass through information (including commodity descriptions and classifications) and documentation (including shipping papers) provided to BROKER by any Sender. BROKER shall have no obligation to independently verify the accuracy of such information or documentation. (g) CARRIER shall maintain appropriate security infrastructure to ensure the physical security of shipments Shipments and equipment handled under the terms of this Agreement. (h) CARRIER shall not utilize BROKER’s or any Sender’s name or identity in any advertising or promotional communications without written confirmation of BROKER consent.

CARRIER’S OPERATIONS. (a) CARRIER A. Carrier shall, at its sole cost and expense: i. , furnish all suitable motor vehicles and other equipment that are necessary or required for the performance of its obligations hereunder (the “Equipment”); ii. pay all expenses Such Equipment shall be clean, odor-free, dry, leakproof and free of contamination and infestation. Carrier shall further be solely responsible for the costs and expenses, such as fuel, oil, tires, parts, road service maintenance and repair related, in any way, with the use and operation of the Equipment; and iii. maintain , and which may be required to keep the Equipment in good repair, mechanical condition and appearance. B. To the extent that any shipments subject to this Agreement are transported within the State of California, Carrier represents and warrants that it shall, at all times, fully comply with the regulations of the California Air Resources Board (b“CARB”). Carrier further represents and warrants that: i. All 53-foot trailers and 48-foot trailers, including both dry-van and refrigerated equipment it operates and the Heavy-Duty Tractors that haul them within California under this Agreement shall be in compliance with the CARB Heavy-Duty Vehicle Greenhouse Gas (Tractor-Trailer GHG) CARRIER Emission Reduction Regulations; ii. All refrigerated equipment it operates within California under this Agreement shall be in full compliance with the CARB Transport Refrigerated Unit (TRU) Airborne Toxic Control Measure (ATCM) in-use performance standards and regulations; and iii. Carrier shall indemnify, defend and hold harmless Broker and Broker’s Customers against any liability, claims, fines, or civil penalties asserted against Broker or Broker’s Customers, or assumed by Broker on behalf of its Customer, as a result of or which arise from Carrier’s use of non-compliant Equipment or otherwise fail to comply with this Paragraph. C. Carrier shall utilize only competent, able and legally licensed personnel in the performance of services hereunder. CARRIER Carrier shall have full control of such personnel. CARRIER Carrier shall be solely responsible for ensuring, and will ensure, at CARRIERCarrier’s cost and expense, that such personnel are fully qualified to perform services hereunder, and that such personnel have access to all locations into which access is necessary to perform services under this Agreement. (c) CARRIER shall perform the services hereunder as an independent contractor, and assumes complete responsibility for all state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the transportation performed hereunder. i. Quick pay (generally within 48 hours of approval) may be offered if requested by the CARRIER. A fee of 10% of the total CARRIER payable will be applied and must be reflected on the CARRIER invoice. BROKER reserves the right to deny quick pay to CARRIER if the CARRIER has not met all of the before mentioned conditions for payment or BROKER is not fully satisfied that the risk of fraud does not exist. BROKER will require a copy of a voided business check (or personal check if under the name of FMCSA registered company representative) and copy of personal identification for the person listed on FMCSA as the registered company representative in order to validate banking information. BROKER will determine at its sole discretion whether to pay by ACH or ComCheck. (d) CARRIER D. Carrier shall be solely responsible for compliance with all provisions of Applicable Law regarding overdimension and overweight loads. CARRIER Carrier shall be solely responsible for its day to day operations including, but not limited to, setting appropriate routes to ensure that transportation of shipments is accomplished in accordance with all Applicable Laws and to otherwise ensure shipments are not damaged in transit. (e) CARRIER E. Carrier shall maintain appropriate security infrastructure to ensure the physical security of shipments and equipment Equipment handled under the terms of this Agreement.

CARRIER’S OPERATIONS. (a) CARRIER shall, at its sole cost and expense: i. : (i) furnish all equipment necessary or required for the performance of its obligations hereunder (the “Equipment”); ; (ii. ) pay all expenses related, in any way, with the use and operation of the Equipment, and bear all liability and risk of loss related thereto; and (iii. ) maintain the Equipment in good repair, mechanical condition and appearance; and (iv) maintain records of Equipment use which will be provided to BROKER upon request. (b) CARRIER shall be responsible and liable for the acts and omissions of all Carrier Personnel (including their use of the Curri Platform) and each of its other employees, agents, representatives, contractors, and subcontractors and shall utilize only competent, competent and able and personnel that are legally licensed personnel in accordance with all Applicable Law to perform the performance of services Services hereunder. CARRIER shall have full control of such personnelany personnel used in the provision of Services hereunder. CARRIER shall be solely responsible for ensuring, and will ensure, at CARRIER’s cost and expense, that such personnel are fully qualified to perform services Services hereunder, and that such personnel have access to the Curri Platform and all locations into which access is necessary to perform services Services under this Agreement. CARRIER shall be solely responsible for determining whether scheduled Services can be completed without violation of Applicable Law, and if Services cannot be completed without violation of Applicable Law, shall notify BROKER prior to acceptance of load. (c) CARRIER shall perform the services Services hereunder as an independent contractorcontractor that employs or contracts with all applicable Carrier Personnel independently of Curri in every respect, and assumes complete responsibility for all state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the transportation Services performed hereunder. i. Quick pay (generally within 48 hours hereunder and/or the use of approval) may be offered if requested by CARRIER’s Carrier Personnel and its other employees, agents, representatives, contractors and subcontractors. Notwithstanding the CARRIER. A fee of 10% of foregoing, however, CARRIER acknowledges and agrees that BROKER shall have the total CARRIER payable will be applied and must be reflected on the CARRIER invoice. BROKER reserves the right to deny quick pay to CARRIER if the CARRIER has not met all of the before mentioned conditions for payment or BROKER is not fully satisfied that the risk of fraud does not exist. BROKER will require a copy of a voided business check (or personal check if under the name of FMCSA registered company representative) and copy of personal identification for the person listed on FMCSA as the registered company representative right, in order to validate banking information. BROKER will determine at its sole discretion whether discretion, to pay by ACH prohibit the use of any Carrier Personnel in the performance of Services under this Agreement to the extent such Carrier Personnel violate, or ComCheckotherwise become ineligible to provide Services or to access the Curri Platform under, the Terms. (d) CARRIER represents and warrants, as of the Effective Date and as of each date upon which Services are provided, that (i) CARRIER has conducted a criminal and MVR background check on all Carrier Personnel used in the performance of Services within 12 months preceding the date such Carrier Personnel performed Services, and (ii) all Carrier Personnel involved in the performance of Services under this Agreement are eligible under the Terms, at the time such Services are provided, to provide Services for BROKER and/or Senders. (e) CARRIER shall be solely responsible for compliance with all provisions of Applicable Law regarding overdimension air quality and overweight loads. CARRIER shall be solely responsible for its day to day operations environmental standards including, but not limited to, setting appropriate routes those of the California Air Resources Board (“CARB”). By entering into this Agreement, CARRIER acknowledges and agrees that it is aware of applicable CARB regulations, including the Truck and Bus Regulation (“TBR”) at 13 C.C.R. § 2025, the Drayage Truck Regulation (“DTR”) at 13 C.C.R. § 2027, the regulation on Transportation Refrigeration Units (“TRU”) at 13 C.C.R. § 2477 et. Seq.., and the Tractor Trailer Greenhouse Gas (“GHG”) regulation at 17 C.C.R. § 95300 et. Seq., and has adopted policies and procedures to ensure that transportation of shipments is accomplished compliance with such regulations, as they may be revised, adopted, and amended from time to time. CARRIER shall only dispatch and operate compliant vehicles (including vehicles with compliant TRUs) and shall maintain shipment specific records evidencing such compliance, which records shall be provided to BROKER upon request. Without limiting the foregoing, if CARRIER operates TRUs in accordance California under this Agreement, it shall ensure all such units are registered with all Applicable Laws and to otherwise ensure shipments are not damaged in transitthe CARB’s Equipment Registration system (“ARBER”). (ef) In the event CARRIER is requested to transport hazardous materials (including hazardous waste), CARRIER represents and warrants that it has obtained all necessary federal, state and provincial permits and registrations to transport hazardous materials (including hazardous waste) in interstate and/or intrastate commerce. Upon request, CARRIER shall provide BROKER with a copy of all such federal and state permits and registrations. CARRIER further represents and warrants that: (i) it is in compliance with any and all Applicable Laws, rules and regulations applicable to such transportation, including, but not limited to 49 C.F.R. Parts 171-178; (ii) all drivers used to transport such shipments have undergone the necessary training requirements of all applicable state, provincial and federal laws; and (iii) all drivers used to transport hazardous material have the proper endorsements on their Commercial Driver's License (or such analogous operator permit as is applicable to such driver) to legally transport such shipments. XXXXXXX acknowledges and agrees that XXXXXX’s sole obligation with respect to requesting services with respect to such shipments is to pass through information (including commodity descriptions and classifications) and documentation (including shipping papers) provided to BROKER by any Sender. BROKER shall have no obligation to independently verify the accuracy of such information or documentation. (g) CARRIER shall maintain appropriate security infrastructure to ensure the physical security of shipments Shipments and equipment handled under the terms of this Agreement. (h) CARRIER shall not utilize BROKER’s or any Sender’s name or identity in any advertising or promotional communications without written confirmation of BROKER consent.

CARRIER’S OPERATIONS. (a) ● CARRIER shall, at its sole cost and expense: i. furnish all equipment necessary or required shall be responsible for the performance acts and omissions of each of its obligations hereunder employees, agents, representatives, contractors, subcontractors and other service providers (the “Equipment”); ii. pay all expenses relatedincluding its Drivers, in any waycollectively, with the use "CARRIER Personnel") and operation of the Equipment; and iii. maintain the Equipment in good repair, mechanical condition and appearance. (b) CARRIER shall utilize only competent, competent and able and personnel who are legally licensed personnel in accordance with all Applicable Law to perform the performance of services hereunderServices under this Agreement. Notwithstanding any communications or other information transmitted to or from a Driver on any BROKER mobile application or other electronic service, CARRIER shall have full control of such personnelits CARRIER Personnel used in the provision of motor carrier services under this Agreement and CARRIER shall be responsible for the acts and omissions of each of its CARRIER Personnel. CARRIER shall be solely responsible for ensuring, and will ensure, at CARRIER’s ''s cost and expense, that such personnel CARRIER Personnel are fully qualified to perform services Services hereunder. CARRIER shall also ensure that any Driver providing Services have sufficient hours available to complete scheduled deliveries in accordance with, and that such personnel have access to all locations into which access is necessary to perform services under this Agreement. (c) without violation of, applicable hours­of­service regulations, and complies with applicable drug and alcohol testing rules and regulations, and safety and security requirements. CARRIER shall be solely responsible for determining whether scheduled Services can be completed without violation of Applicable Law. ● CARRIER shall perform the services hereunder all Services, including any Shipments accepted by CARRIER or CARRIER Personnel through BROKER''s Electronic Platforms (as defined below), under this Agreement as an independent contractor, contractor and assumes complete responsibility for all state and federal taxes, assessments, insurance (including, but not limited to, workers’ '' compensation, unemployment compensation, disability, pension pension, and social security insurance) and any other financial obligations to CARRIER Personnel, including payment and compensation due to its Drivers, arising out of the transportation Services performed hereunder. i. Quick pay (generally within 48 hours of approval) may be offered if requested by the under this Agreement. BROKER and SHIPPER are not CARRIER''s agents. This Agreement does not create a joint venture, joint enterprise or partnership between BROKER, SHIPPER and/or CARRIER. A fee of 10% of the total CARRIER payable will be applied and must be reflected on the CARRIER invoice. BROKER reserves the right to deny quick pay to CARRIER if the CARRIER has not met shall furnish all of the before mentioned conditions for payment equipment necessary or BROKER is not fully satisfied that the risk of fraud does not exist. BROKER will require a copy of a voided business check (or personal check if under the name of FMCSA registered company representative) and copy of personal identification required for the person listed on FMCSA as performance of its obligations under this Agreement (the registered company representative "Equipment"). CARRIER shall maintain all Equipment in order good repair and clean, working condition, in full compliance with Applicable Law, and free of contamination and infestation. CARRIER warrants and represents that its trailers have not been and shall not be used to validate banking informationhaul municipal, residual, industrial, chemical, liquid or solid waste. BROKER will determine at its sole discretion whether to pay by ACH or ComCheck. (d) For all Shipments requiring refrigeration, CARRIER shall be solely responsible for compliance with all provisions of Applicable Law regarding overdimension and overweight loads. CARRIER shall be solely responsible for its day to day operations including, but not limited to, setting appropriate routes to ensure that transportation of shipments is accomplished maintaining proper temperature control in accordance with all Applicable Laws and temperature requirements provided to otherwise ensure shipments are not damaged in transit. (e) CARRIER by SHIPPER or BROKER ● CARRIER shall maintain appropriate security infrastructure to ensure comply with the physical security of shipments and equipment handled under the terms of this Agreement.additional obligations stated in Schedule A, as Schedule

CARRIER’S OPERATIONS. (a) CARRIER shall, at its sole cost and expense: i. furnish all equipment necessary or required for the performance of its obligations hereunder (the “Equipment”); ii. pay all expenses related, in any way, with the use and operation of the Equipment; and iii. maintain the Equipment in good repair, mechanical condition and appearance. (b) CARRIER shall be responsible for the acts and omissions of each of its employees, agents, representatives, contractors, and subcontractors and shall utilize only competent, competent and able and personnel that are legally licensed personnel in accordance with all Applicable Law to perform the performance of services hereunder. CARRIER shall have full control of such personnelany personnel used in the provision of motor carrier services hereunder. CARRIER shall be solely responsible for ensuring, and will ensure, at CARRIER’s cost and expense, that such personnel are fully qualified to perform services hereunder, and that such personnel have access to all locations into which access is necessary to perform services under this Agreement. (c) CARRIER shall perform the services hereunder as an independent contractor, and assumes complete responsibility for all state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the transportation performed hereunder. i. Quick pay (generally within 48 hours of approval) may be offered if requested by the CARRIER. A fee of 10% of the total CARRIER payable will be applied and must be reflected on the CARRIER invoice. BROKER reserves the right to deny quick pay to CARRIER if the CARRIER has not met all of the before mentioned conditions for payment or BROKER is not fully satisfied that the risk of fraud does not exist. BROKER will require a copy of a voided business check (or personal check if under the name of FMCSA registered company representative) and copy of personal identification for the person listed on FMCSA as the registered company representative in order to validate banking information. BROKER will determine at its sole discretion whether to pay by ACH or ComCheck. (d) CARRIER shall be solely responsible for compliance with all provisions of Applicable Law regarding overdimension and overweight loadsloads and air quality and environmental standards including, but not limited to, those of the California Air Resources Board. CARRIER shall be solely responsible for its day to day operations including, but not limited to, setting appropriate routes to ensure that transportation of shipments is accomplished in accordance with all Applicable Laws and to otherwise ensure shipments are not damaged in transit. (e) CARRIER shall maintain appropriate security infrastructure to ensure the physical security of shipments and equipment handled under the terms of this Agreement.

CARRIER’S OPERATIONS. (a) CARRIER shall, at its sole cost and expense: i. furnish all equipment necessary or required for the performance of its obligations hereunder (the “Equipment”); ii. pay all expenses related, in any way, with the use and operation of the Equipment; and; iii. maintain the Equipment in good repair, mechanical condition and appearance; and iv. maintain records of Equipment use which will be provided to BROKER upon request. (b) With respect to transportation governed by regulations of the Food and Drug Administration (“FDA”) codified at 21 C.F.R. Part 1.900, CARRIER shall be responsible for the safety and sufficiency of all items used in the transportation of the goods, including all vehicles and Transportation Equipment as defined in such regulations. XXXXXXX is responsible for all sanitary conditions during transport. CARRIER must confirm the vehicle and Transportation Equipment is in appropriate physical condition to transport the goods tendered, and any such Equipment must be dry, leak proof, free of harmful or offensive odor, free from pest infestation and free from evidence of prior cargo that could render the shipment unsafe. (c) CARRIER shall be responsible for the acts and omissions of each of its employees, agents, representatives, contractors, and subcontractors and shall utilize only competent, competent and able and personnel that are legally licensed personnel in accordance with all Applicable Law to perform the performance of services hereunder. CARRIER shall have full control of such personnelany personnel used in the provision of motor carrier services hereunder. CARRIER shall be solely responsible for ensuring, and will ensure, at CARRIER’s cost and expense, that such personnel are fully qualified to perform services hereunder, and that such personnel have access to all locations into which access is necessary to perform services under this Agreement. Without limiting the foregoing, CARRIER shall ensure that any personnel providing services have sufficient hours available to complete scheduled deliveries in accordance with, and without violation of, applicable hours of service regulations. CARRIER shall be solely responsible for determining whether scheduled services can be completed without violation of Applicable Law, and if services cannot be completed without violation of Applicable Law, shall notify BROKER prior to acceptance of load. (cd) CARRIER shall perform the services hereunder as an independent contractor, and assumes complete responsibility for all state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the transportation performed hereunder. i. Quick pay (generally within 48 hours of approval) may be offered if requested by the CARRIER. A fee of 10% of the total CARRIER payable will be applied and must be reflected on the CARRIER invoice. BROKER reserves the right to deny quick pay to CARRIER if the CARRIER has not met all of the before mentioned conditions for payment or BROKER is not fully satisfied that the risk of fraud does not exist. BROKER will require a copy of a voided business check (or personal check if under the name of FMCSA registered company representative) and copy of personal identification for the person listed on FMCSA as the registered company representative in order to validate banking information. BROKER will determine at its sole discretion whether to pay by ACH or ComCheck. (de) CARRIER shall be solely responsible for compliance with all provisions of Applicable Law regarding overdimension and overweight loads. CARRIER shall be solely responsible for its day to day operations loads and air quality and environmental standards including, but not limited to, setting appropriate routes those of the California Air Resources Board (“CARB”). If CARRIER operates Transportation Refrigeration Units (“TRUs”) in California under this Agreement, it shall ensure all such units are registered with the CARB’s Equipment Registration system (“ARBER”), and shall, prior to ensure that transportation of shipments is accomplished in accordance transporting any goods under this Agreement, inspect its Equipment for compliance with all Applicable Laws the CARB Heavy-Duty Vehicle Greenhouse Gas Emission Reduction Regulations and to otherwise ensure shipments are not damaged in transitAirborne Toxic Control Measures (collectively “ATCM”) for TRUs, cleanliness, odors, dirt, or debris before loading. (ef) CARRIER shall maintain appropriate security infrastructure to ensure the physical security of shipments and equipment handled under the terms of this Agreement.

CARRIER’S OPERATIONS. (a) CARRIER shall, at its sole cost and expense: i. : furnish all equipment necessary or required for the performance of its obligations hereunder (the “Equipment”); ii. ; pay all expenses related, in any way, with the use and operation of the Equipment; and iii. maintain the Equipment in good repair, mechanical condition and appearance. (b) ; and maintain records of Equipment use which will be provided to BROKER upon request. CARRIER shall be responsible for the acts and omissions of each of its employees, agents, representatives, contractors, and subcontractors and shall utilize only competent, competent and able and personnel that are legally licensed personnel in accordance with all Applicable Law to perform the performance of services hereunder. CARRIER shall have full control of such personnelany personnel used in the provision of motor carrier services hereunder. CARRIER shall be solely responsible for ensuring, and will ensure, at CARRIER’s cost and expense, that such personnel are fully qualified to perform services hereunder, and that such personnel have access to all locations into which access is necessary to perform services under this Agreement. (c) . Without limiting the foregoing, CARRIER shall ensure that any personnel providing services have sufficient hours available to complete scheduled deliveries in accordance with, and without violation of, applicable hours of service regulations. CARRIER shall be solely responsible for determining whether scheduled services can be completed without violation of Applicable Law, and if services cannot be completed without violation of Applicable Law, shall notify BROKER prior to acceptance of load. CARRIER shall perform the services hereunder as an independent contractor, and assumes complete responsibility for all state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the transportation performed hereunder. i. Quick pay (generally within 48 hours of approval) may be offered if requested by the CARRIER. A fee of 10% of the total CARRIER payable will be applied and must be reflected on the CARRIER invoice. BROKER reserves the right to deny quick pay to CARRIER if the CARRIER has not met all of the before mentioned conditions for payment or BROKER is not fully satisfied that the risk of fraud does not exist. BROKER will require a copy of a voided business check (or personal check if under the name of FMCSA registered company representative) and copy of personal identification for the person listed on FMCSA as the registered company representative in order to validate banking information. BROKER will determine at its sole discretion whether to pay by ACH or ComCheck. (d) CARRIER shall be solely responsible for compliance with all provisions of Applicable Law regarding overdimension air quality and overweight loads. CARRIER shall be solely responsible for its day to day operations environmental standards including, but not limited to, setting appropriate routes those of the California Air Resources Board (“CARB”). By entering into this Agreement, CARRIER acknowledges and agrees that it is aware of applicable CARB regulations, including the Truck and Bus Regulation (“TBR”) at 13 C.C.R. § 2025, the Drayage Truck Regulation (“DTR”) at 13 C.C.R. § 2027, the regulation on Transportation Refrigeration Units (“TRU”) at 13 C.C.R. § 2477 et. Seq.., and the Tractor Trailer Greenhouse Gas (“GHG”) regulation at 17 C.C.R. § 95300 et. Seq., and has adopted policies and procedures to ensure that compliance with such regulations, as they may be revised, adopted, and amended from time to time. CARRIER shall only dispatch and operate compliant vehicles (including vehicles with compliant TRUs) and shall maintain shipment specific records evidencing such compliance, which records shall be provided to BROKER upon request. Without limiting the foregoing, if CARRIER operates TRUs in California under this Agreement, it shall ensure all such units are registered with the CARB’s Equipment Registration system (“ARBER”). With respect to transportation governed by regulations of the Food and Drug Administration (“FDA”) codified at 21 C.F.R. Part 1.900, and regardless of whether such FDA regulations apply to CARRIER, CARRIER shall be responsible for the safety and sufficiency of all items used in the transportation of the goods, including all vehicles and Transportation Equipment as defined in such regulations. XXXXXXX is responsible for all sanitary conditions during transport. CARRIER must confirm the vehicle and Transportation Equipment: (i) is in appropriate physical condition to transport the goods tendered; (ii) is dry, leak proof, free of harmful or offensive odor, free from pest infestation and free from evidence of prior cargo that could render the shipment unsafe; and (iii) shall never have been used to transport any waste (whether hazardous or not), refuse, garbage, rodenticide, pesticide, or insecticide. In the event CARRIER is requested to transport waste or hazardous materials, CARRIER represents and warrants that it has obtained all necessary federal, state and provincial permits and registrations to transport hazardous materials or waste in inter-provincial, interstate and/or intrastate commerce. Upon request, CARRIER shall provide BROKER with a copy of all such federal and state permits and registrations. CARRIER further represents and warrants that: (i) it is in compliance with any and all applicable laws, rules and regulations applicable to such transportation, including, but not limited to 49 C.F.R. Parts 171-178; (ii) all drivers used to transport such shipments have undergone the necessary training requirements of all applicable state, provincial and federal laws; and (iii) all drivers used to transport hazardous material have the proper endorsements on their Commercial Driver's License (or such analogous operator permit as is applicable to such driver) to legally transport such shipments. XXXXXXX acknowledges and agrees that XXXXXX’s sole obligation with respect to requesting services with respect to such shipments is accomplished in accordance with all Applicable Laws to pass through information (including commodity descriptions and classifications) and documentation (including shipping papers) provided to otherwise ensure shipments are not damaged in transit. (e) BROKER by the Customer. BROKER shall have no obligation to independently verify the accuracy of such information or documentation. CARRIER shall maintain appropriate security infrastructure to ensure the physical security of shipments and equipment handled under the terms of this Agreement. CARRIER acknowledges and agrees that if it is providing cross-border services in international commerce, CARRIER is fully authorized to provide such cross-border services and that drivers and equipment used in servicing such cross-border traffic will be fully authorized to cross international borders and otherwise provide such international services. XXXXXXX agrees to ensure that each of CARRIER’s workers obtains a Transportation Worker Identification Credential (“TWIC”) if a TWIC is necessary to access any locations. If any of CARRIER’s workers lack a TWIC and need a suitably-credentialed escort, XXXXXXX agrees to pay the fee charged by the escort.

CARRIER’S OPERATIONS. (a) CARRIER shall, at its sole cost and expense: i. furnish all equipment necessary or required for the performance of its obligations hereunder (the “Equipment”); ii. pay all expenses related, in any way, with the use and operation of the Equipment; andequipment, iii. maintain the Equipment in good repair, mechanical condition and appearance; and iv. maintain records of Equipment use which will be provided to BROKER upon request. (b) With respect to transportation governed by regulations of the Food and Drug Administration (“FDA”) codified at 21 C.F.R. Part 1.900, CARRIER shall be responsible for the safety and sufficiency of all items used in the transportation of the goods, including all vehicles and Transportation Equipment as defined in such regulations. XXXXXXX is responsible for all sanitary conditions during transport. CARRIER must confirm the vehicle and Transportation Equipment is in appropriate physical condition to transport the goods tendered, and any such Equipment must be dry, leak proof, free of harmful or offensive odor, free from pest infestation and free from evidence of prior cargo that could render the shipment unsafe. (c) CARRIER shall be responsible for the acts and omissions of each of its employees, agents, representatives, contractors, and subcontractors and shall utilize only competent, competent and able and personnel that are legally licensed personnel in accordance with all Applicable Law to perform the performance of services hereunder. CARRIER shall have full control of such personnelany personnel used in the provision of motor carrier services hereunder. CARRIER shall be solely responsible for ensuring, and will ensure, at CARRIER’s cost and expense, that such personnel are fully qualified to perform services hereunder, and that such personnel have access to all locations into which access is necessary to perform services under this Agreement. Without limiting the foregoing, CARRIER shall ensure that any personnel providing services have sufficient hours available to complete scheduled deliveries in accordance with, and without violation of, applicable hours of service regulations. CARRIER shall be solely responsible for determining whether scheduled services can be completed without violation of Applicable Law, and if services cannot be completed without violation of Applicable Law, shall notify BROKER prior to acceptance of load. (cd) CARRIER shall perform the services hereunder as an independent contractor, contractor and assumes complete responsibility for all state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension pension, and social security insurance) and any other financial obligations arising out of the transportation performed hereunder. i. Quick pay (generally within 48 hours of approval) may be offered if requested by the CARRIER. A fee of 10% of the total CARRIER payable will be applied and must be reflected on the CARRIER invoice. BROKER reserves the right to deny quick pay to CARRIER if the CARRIER has not met all of the before mentioned conditions for payment or BROKER is not fully satisfied that the risk of fraud does not exist. BROKER will require a copy of a voided business check (or personal check if under the name of FMCSA registered company representative) and copy of personal identification for the person listed on FMCSA as the registered company representative in order to validate banking information. BROKER will determine at its sole discretion whether to pay by ACH or ComCheck. (de) CARRIER shall be solely responsible for compliance with all provisions of Applicable Law regarding overdimension over dimension and overweight loads. CARRIER shall be solely responsible for its day to day operations loads and air quality and environmental standards including, but not limited to, setting appropriate routes those of the California Air Resources Board (“CARB”). If CARRIER operates Transportation Refrigeration Units (“TRUs”) in California under this Agreement, it shall ensure all such units are registered with the CARB’s Equipment Registration system (“ARBER”), and shall, prior to ensure that transportation of shipments is accomplished in accordance transporting any goods under this Agreement, inspect its Equipment for compliance with all Applicable Laws the CARB Heavy-Duty Vehicle Greenhouse Gas Emission Reduction Regulations and to otherwise ensure shipments are not damaged in transitAirborne Toxic Control Measures (collectively “ATCM”) for TRUs, cleanliness, odors, dirt, or debris before loading. (ef) CARRIER shall maintain appropriate security infrastructure to ensure the physical security of shipments and equipment handled under the terms of this Agreement.