Common use of Confidentiality and Non-Solicitation Clause in Contracts

Confidentiality and Non-Solicitation. CARRIER may not disclose the terms of this Agreement to a third party without the written consent of the BROKER except (1) as required by law or regulation; (2) disclosure is made to its parent, subsidiary or affiliate company; or (3) to facilitate rating or auditing of transportation charges by an authorized agent and such agent agrees to keep the terms of the Agreement confidential. CARRIER will not accept traffic, either directly or indirectly, from any shipper, consignor, consignee or customer of BROKER where: (1) the availability of such traffic first became known to CARRIER as a result of BROKER’s efforts; or (2) the traffic of the shipper, consignor, consignee or customer of BROKER was first tendered to CARRIER by BROKER. If CARRIER breaches this Agreement and moves shipments obtained from such parties during the term of this Agreement or for twelve (12) months thereafter without utilizing the services of BROKER, CARRIER shall be obligated to pay BROKER, for a period of fifteen (15) months thereafter, as liquidated damages and not as a penalty, commissions in the amount of thirty-five percent (35%) of the transportation revenue resulting from traffic transported in violation of this provision, and CARRIER shall provide BROKER with all documentation requested by BROKER to verify such transportation revenue. Additionally, BROKER may seek injunctive relief and, in the event it is successful, CARRIER shall be liable for all costs and expenses incurred by BROKER, including, but not limited to, reasonable attorney's fees. CARRIER shall not utilize BROKER’s or the Customer’s name or identity in any advertising or promotional communications without written confirmation of BROKER consent.

Confidentiality and Non-Solicitation. CARRIER may not disclose the terms of this Agreement to a third party without the written consent of the BROKER except (1) as required by law or regulation; (2) disclosure is made to its parent, subsidiary subsidiary, or affiliate company; or (3) to facilitate rating or auditing of transportation charges by an authorized agent and such agent agrees to keep the terms of the Agreement confidential. CARRIER will not accept traffic, either directly or indirectly, from any shipper, consignor, consignee or customer of BROKER where: (1) the availability of such traffic first became known to CARRIER as a result of BROKER’s efforts; or (2) the traffic of the shipper, consignor, consignee or customer of BROKER was first tendered to CARRIER by BROKER. If CARRIER breaches this Agreement and moves shipments obtained from such parties during the term of this Agreement or for twelve (12) months thereafter without utilizing the services of BROKER, CARRIER shall be obligated to pay BROKER, for a period of fifteen (15) months fifteen(15)months thereafter, as liquidated damages and not as a penalty, commissions in the amount of thirty-five percent (35%) of the transportation revenue resulting from traffic transported in violation of this provision, and CARRIER shall provide BROKER with all documentation requested by BROKER to verify such transportation revenue. Additionally, BROKER may seek injunctive relief relief, and, in the event event, it is successful, CARRIER shall be liable for all costs and expenses incurred by BROKER, including, but not limited to, reasonable attorney's fees. CARRIER shall not utilize BROKER’s or the Customer’s name or identity in any advertising or promotional communications without written confirmation of BROKER consent.

Confidentiality and Non-Solicitation. CARRIER Unless otherwise set forth in Appendix A, neither party may not disclose the terms of this Agreement to a third party without the written consent of the BROKER other party except (1) as required by law or regulation; (2) disclosure is made to its accountants, tax advisors, attorneys, or any parent, subsidiary or affiliate company; or (3) to facilitate rating or auditing of transportation charges by an authorized agent and such agent agrees to keep the terms of the Agreement confidential. CARRIER will not accept traffic, either directly or indirectly, from any shipper, consignor, consignee or customer of BROKER where: (1) the availability of such traffic first became known to CARRIER as a result of BROKER’s efforts; or (2) the traffic of the shipper, consignor, consignee or customer of BROKER was first tendered to CARRIER by BROKER. If CARRIER breaches this Agreement and moves shipments obtained from such parties during the term of this Agreement or for twelve (12) months thereafter without utilizing the services of BROKER, CARRIER shall be obligated to pay BROKER, for a period of fifteen (15) months thereafter, as liquidated damages and not as a penalty, commissions in the amount of thirty-five percent (35%) of the transportation revenue resulting from traffic transported in violation of this provision, and CARRIER shall provide BROKER with all documentation requested by BROKER to verify such transportation revenue. Additionally, BROKER may seek injunctive relief and, in the event it is successful, CARRIER shall be liable for all costs and expenses incurred by BROKER, including, but not limited to, reasonable attorney's fees. CARRIER shall not utilize BROKER’s or the Customer’s name or identity in any advertising or promotional communications without written confirmation of BROKER consent.

Confidentiality and Non-Solicitation. CARRIER Neither party may not disclose the terms of this Agreement to a third party without the written consent of the BROKER other party except (1) as required by law or regulation; (2) disclosure is made to its parent, subsidiary or affiliate company; or (3) to facilitate rating or auditing of transportation charges by an authorized agent and such agent agrees to keep the terms of the Agreement confidential. CARRIER will not accept traffic, either directly or indirectly, from any shipper, consignor, consignee or customer of BROKER where: (1) the availability of such traffic first became known to CARRIER as a result of BROKER’s efforts; or (2) the traffic of the shipper, consignor, consignee or customer of BROKER was first tendered to CARRIER by BROKER. If CARRIER breaches this Agreement and moves shipments obtained from such parties during the term of this Agreement or for twelve (12) months thereafter without utilizing the services of BROKER, CARRIER shall be obligated to pay BROKER, for a period of fifteen (15) months thereafter, as liquidated damages and not as a penalty, commissions in the amount of thirty-five percent (35%) of the transportation revenue resulting from traffic transported in violation of this provision, and CARRIER shall provide BROKER with all documentation requested by BROKER to verify such transportation revenue. Additionally, BROKER may seek injunctive relief and, in the event it is successful, CARRIER shall be liable for all costs and expenses incurred by BROKER, including, but not limited to, reasonable attorney's fees. CARRIER shall not utilize BROKER’s or the Customer’s name or identity in any advertising or promotional communications without written confirmation of BROKER consent.

Confidentiality and Non-Solicitation. CARRIER Neither party may not disclose the terms of this Agreement to a third party without the written consent of the BROKER other party except (1) as required by law or regulation; (2) disclosure is made to its accountants, tax advisors, attorneys, or any parent, subsidiary or affiliate company; or (3) to facilitate rating or auditing of transportation charges by an authorized agent and such agent agrees to keep the terms of the Agreement confidential. CARRIER will not accept traffic, either directly or indirectly, from any shipper, consignor, consignee or customer of BROKER where: (1) the availability of such traffic first became known to CARRIER as a result of BROKER’s efforts; or (2) the traffic of the shipper, consignor, consignee or customer of BROKER was first tendered to CARRIER by BROKER. If CARRIER breaches this Agreement and moves shipments obtained from such parties during the term of this Agreement or for twelve (12) months thereafter without utilizing the services of BROKER, CARRIER shall be obligated to pay BROKER, for a period of fifteen (15) months thereafter, as liquidated damages and not as a penalty, commissions in the amount of thirty-five thirty -five percent (35%) of the transportation revenue resulting from traffic transported in violation of this provision, and CARRIER shall provide BROKER with all documentation requested by BROKER to verify such transportation revenue. Additionally, BROKER may seek injunctive relief and, in the event it is successful, CARRIER shall be liable for all costs and expenses incurred by BROKER, including, but not limited to, reasonable attorney's fees. CARRIER shall not utilize BROKER’s or the Customer’s name or identity in any advertising or promotional communications without written confirmation of BROKER consent.

Confidentiality and Non-Solicitation. CARRIER Unless otherwise set forth in Appendix A, neither party may not disclose the terms of this Agreement to a third or any other aspect of this Agreement or its business relationship with the other party without the written consent of the BROKER other party except (1) as required by law or regulation; (2) disclosure is made to its parent, subsidiary or affiliate company; or (3) to facilitate rating or auditing of transportation charges by an authorized agent and such agent agrees to keep the terms of the Agreement confidential. XXXXXXX agrees that it will be a breach of its confidentiality obligations under this Agreement to comment or post on any social media (ie., Twitter, Facebook, Instagram, etc) about this Agreement or the services CARRIER performs for LOGISTICS under this Agreement. CARRIER will not accept traffic, either directly or indirectly, traffic from any shipper, consignor, consignee or customer Customer of BROKER where: LOGISTICS where (1) the availability of such traffic first became known to CARRIER as a result of BROKER’s LOGISTICS’ efforts; , or (2) the traffic of the shipper, consignor, consignee or customer Customer of BROKER LOGISTICS was first tendered to CARRIER by BROKERLOGISTICS. If CARRIER breaches this Agreement and moves shipments obtained directly from such parties customers of LOGISTICS during the term of this Agreement or for twelve (12) months thereafter without utilizing the services of BROKERLOGISTICS, CARRIER shall be obligated to pay BROKERLOGISTICS, for a period of fifteen (15) months thereafter, as liquidated damages and not as a penalty, commissions commission in the amount of thirty-five percent (35%) of the transportation revenue resulting from traffic transported in violation of this provisiontransporting for the Customer, and CARRIER shall provide BROKER LOGISTICS with all documentation requested by BROKER LOGISTICS to verify such transportation revenue. Additionally, BROKER may seek injunctive relief and, in the event it is successful, CARRIER shall be liable for all costs and expenses incurred by BROKER, including, but not limited to, reasonable attorney's fees. CARRIER shall not utilize BROKER’s LOGISTICS or the Customer’s name or identity in any advertising or promotional communications without written confirmation of BROKER LOGISTICS written consent.

Confidentiality and Non-Solicitation. CARRIER may not disclose the terms All data and information submitted by or on behalf of this Agreement to a CarsArrive, its affiliates, Shipper, Receiver or any other third party without the written consent of the BROKER except (1) as required by law or regulation; (2) disclosure is made to its parent, subsidiary or affiliate company; or (3collectively "Customer") to facilitate rating Carrier or auditing otherwise in Carrier's possession or accessible by Carrier in providing the Services, including but not limited to all personal information such as the name, phone number, address of transportation charges by an authorized agent a Customer, VIN# of vehicles being transported are and such agent agrees to keep will remain the terms property of CarsArrive and/or the Agreement confidentialapplicable Customer. CARRIER Carrier will not accept traffic, either directly or indirectly, from any shipper, consignor, consignee or customer of BROKER CarsArrive where: (1) the availability of such traffic first became known to CARRIER Carrier as a result of BROKER’s CarsArrive's efforts; or (2) the traffic of the shipper, consignor, consignee or customer of BROKER CarsArrive was first tendered to CARRIER Carrier by BROKERCarsArrive. If CARRIER Carrier breaches this Agreement and moves shipments obtained from such parties during the term of this Agreement or for twelve (12) months thereafter without utilizing the services of BROKERCarsArrive, CARRIER Carrier shall be obligated to pay BROKERCarsArrive, for a period of fifteen (15) months thereafter, as liquidated damages and not as a penalty, commissions in the amount of thirty-five percent (35%) of the transportation revenue resulting from traffic transported in violation of this provision, and CARRIER Carrier shall provide BROKER with all documentation requested by BROKER CarsArrive to verify such transportation revenue. Additionally, BROKER may seek injunctive relief and, in the event it is successful, CARRIER shall be liable for all costs and expenses incurred by BROKER, including, but not limited to, reasonable attorney's fees. CARRIER Carrier shall not utilize BROKER’s CarsArrive's or the Customer’s Shipper's or Receiver's name or identity in any advertising or promotional communications without written confirmation of BROKER consent.

Confidentiality and Non-Solicitation. CARRIER shall maintain records related to shipments transported under this Agreement, and with respect to shipments consisting of food, shall also obtain records related to prior shipments transported in the same equipment, for a period of not less than three (3) years from the date of delivery. CARRIER shall provide such records to BROKER upon request, and regardless of whether this Agreement remains in effect at the time of such request. Neither party may not disclose the terms of this Agreement to a third party without the written consent of the BROKER other party except (1) as required by law or regulation; (2) disclosure is made to its accountants, tax advisors, attorneys, or any parent, subsidiary or affiliate company; or (3) to facilitate rating or auditing of transportation charges by an authorized agent and such agent agrees to keep the terms of the Agreement confidential. CARRIER will not accept traffic, either directly or indirectly, from any shipper, consignor, consignee or customer of BROKER where: (1) the availability of such traffic first became known to CARRIER as a result of BROKER’s efforts; or (2) the traffic of the shipper, consignor, consignee or customer of BROKER was first tendered to CARRIER by BROKER. If CARRIER breaches this Agreement and moves shipments obtained from such parties during the term of this Agreement or for twelve (12) months thereafter without utilizing the services of BROKER, CARRIER shall be obligated to pay BROKER, for a period of fifteen (15) months thereafter, as liquidated damages and not as a penalty, commissions in the amount of thirty-five percent (35%) of the transportation revenue resulting from traffic transported in violation of this provision, and CARRIER shall provide BROKER with all documentation requested by BROKER to verify such transportation revenue. Additionally, BROKER may seek injunctive relief and, in the event it is successful, CARRIER shall be liable for all costs and expenses incurred by BROKER, including, but not limited to, reasonable attorney's fees. CARRIER shall not utilize BROKER’s or the Customer’s name or identity in any advertising or promotional communications without written confirmation of BROKER consent.

Confidentiality and Non-Solicitation. CARRIER Neither party may not disclose the terms of this Agreement to a third party without the written consent of the BROKER other party except (1) as required by law or regulation; (2) disclosure is made to its parent, subsidiary or affiliate company; or (3) to facilitate rating or auditing of transportation charges by an authorized agent and such agent agrees to keep the terms of the Agreement confidential. CARRIER will Carrier Shall not accept traffic, either directly or indirectly, solicit traffic from any shipper, consignor, consignee or customer of BROKER where: Broker where (1) the availability of such traffic first became known to CARRIER Carrier as a result of BROKERBroker’s efforts; , or (2) the traffic of the shipper, consignor, consignee or customer of BROKER Broker was first tendered to CARRIER Carrier by BROKERBroker. If CARRIER Carrier breaches this Agreement and moves shipments obtained directly or indirectly solicits and/or obtains traffic from any such parties shipper, consignor, consignee or customer of Broker during the term of this Agreement or for twelve one (121) months thereafter without utilizing the services of BROKERyear thereafter, CARRIER Carrier shall be obligated to pay BROKERBroker, for a period of fifteen eighteen (1518) months thereafter, as liquidated damages and not as a penalty, commissions commission in the amount of thirty-five percent three (3533%) of the gross transportation revenue resulting from such traffic transported in violation of this provision, and CARRIER Carrier shall provide BROKER Broker with all documentation requested by BROKER Broker to verify such traffic and gross transportation revenue. Additionally, BROKER may seek injunctive Carrier shall pay said payments to Broker immediately upon Broker’s demand for payment. Carrier acknowledges and agrees that the covenants and agreements set forth in this Section are necessary to protect the legitimate business interests of Broker and that any breach of such covenants and agreements will cause immediate and irreparable harm to the Broker. Carrier acknowledges that damages for the violation of any such covenants or agreements will not give full and sufficient relief andto the Broker and agrees that, in the event it is successfulof any violation of any such covenants or agreements, CARRIER Broker shall be liable for all costs and expenses incurred by BROKERentitled to injunctive relief with respect to any such breach, including, but not limited to, reasonable attorney's fees. CARRIER which remedy shall not utilize BROKER’s or the Customer’s name or identity be in addition to any advertising or promotional communications without written confirmation other remedy which Broker may have on account of BROKER consentsuch breach.

Confidentiality and Non-Solicitation. CARRIER Unless otherwise set forth in Appendix A, neither party may not disclose the terms of this Agreement to a third or any other aspect of this Agreement or its business relationship with the other party without the written consent of the BROKER other party except (1) as required by law or regulation; (2) disclosure is made to its parent, subsidiary or affiliate company; or (3) to facilitate rating or auditing of transportation charges by an authorized agent and such agent agrees to keep the terms of the Agreement confidential. CARRIER agrees that it will be a breach of its confidentiality obligations under this Agreement to comment or post on any social media (ie., Twitter, Facebook, Instagram, etc) about this Agreement or the services CARRIER performs for LOGISTICS under this Agreement. CARRIER will not accept traffic, either directly or indirectly, traffic from any shipper, consignor, consignee or customer Customer of BROKER where: LOGISTICS where (1) the availability of such traffic first became known to CARRIER as a result of BROKER’s LOGISTICS’ efforts; , or (2) the traffic of the shipper, consignor, consignee or customer Customer of BROKER LOGISTICS was first tendered to CARRIER by BROKERLOGISTICS. If CARRIER breaches this Agreement and moves shipments obtained directly from such parties customers of LOGISTICS during the term of this Agreement or for twelve (12) months thereafter without utilizing the services of BROKERLOGISTICS, CARRIER shall be obligated to pay BROKERLOGISTICS, for a period of fifteen (15) months thereafter, as liquidated damages and not as a penalty, commissions commission in the amount of thirty-five percent (35%) of the transportation revenue resulting from traffic transported in violation of this provisiontransporting for the Customer, and CARRIER shall provide BROKER LOGISTICS with all documentation requested by BROKER LOGISTICS to verify such transportation revenue. Additionally, BROKER may seek injunctive relief and, in the event it is successful, CARRIER shall be liable for all costs and expenses incurred by BROKER, including, but not limited to, reasonable attorney's fees. CARRIER shall not utilize BROKER’s LOGISTICS or the Customer’s name or identity in any advertising or promotional communications without written confirmation of BROKER LOGISTICS written consent.