Common use of FREIGHT CARRIAGE Clause in Contracts

FREIGHT CARRIAGE. BROKER warrants that it has entered into, or will enter into, bilateral written contracts with each carrier it engages to perform the transportation services required by this Agreement. BROKER further warrants that those contracts comply with all applicable federal, state and local laws and regulations and shall include (but not be limited to) the substance of the following terms: A. Carrier is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, state and local laws relating to the provision of its services including, but not limited to: 1. transportation of Hazardous Materials, (including the licensing and training of drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; 2. security regulations; 3. owner/operator lease regulations; 4. loading and securement of freight regulations; 5. implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances, and hours of service regulations; 6. sanitation, temperature, and contamination requirements for transporting food, perishable, and other products; 7. qualification and licensing and training of drivers; 8. implementation and maintenance of equipment safety regulations; 9. maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers; 10. all registration, licensing, and insurance requirements required to perform the services. B. Carrier shall agree to defend, indemnify and hold BROKER and SHIPPER harmless from all damages, claims or losses arising out of its performance of the Agreement, including cargo loss and damage, theft, delay, damage to property, and personal injury or death. C. Carrier shall agree that its liability for cargo loss or damage shall be determined by 49 USC §14706 (the Xxxxxxx Amendment). Exclusions in carrier’s insurance coverage shall not exonerate carrier from this liability. No limitation of carrier's liability shall apply, unless BROKER first obtains the express written consent of SHIPPER. D. Carrier shall agree to maintain at all times during the term of the contract, insurance coverage with limits not less than the following: General Liability - $1,000,000.00 Auto Liability - $1,000,000.00 Cargo Liability - $100,000.00 Worker’s Compensation – as required by law. BROKER shall verify that each carrier it utilizes in the performance of this Agreement has insurance coverage as defined above. E. Carrier shall agree that the provisions contained in 49 CFR 370.1 et seq. shall govern the processing of claims (except for exempt commodities which shall be subject to the terms of (Appendix E), for loss, damage, injury or delay to property and the processing of salvage. F. BROKER and carrier agree that BROKER is the sole party responsible for payment of carrier’s charges. Failure of BROKER to collect payment from its customer shall not exonerate BROKER of its obligation to pay carrier. BROKER agrees to pay carrier's undisputed invoice within 30 days of receipt of the xxxx of lading or proof of delivery, provided carrier is not in default under the terms of this Agreement. If BROKER has not paid carrier’s undisputed invoice as agreed, and carrier has complied with the terms of this Agreement, carrier may seek payment from the SHIPPER or other party responsible for payment after giving BROKER 90 (business days) advance written notice, except that carrier shall not seek payment from SHIPPER or any other Party responsible for payment if SHIPPER or such other Party can prove payment to BROKER. G. Carrier agrees that at no time during the term of this contract with BROKER, shall it have an “Unsatisfactory” safety rating as determined by the Federal Motor Carrier Safety Administration (FMCSA), and that it has no knowledge of any threatened or pending interventions by FMCSA; if carrier receives an “Unsatisfactory” safety rating, or a rating has changed from “Satisfactory” to “Conditional” or if any future safety rating has otherwise been downgraded by FMCSA, it shall immediately notify BROKER and shall not transport any freight hereunder without BROKER’s prior written consent. The provisions of this paragraph are intended to include safety rating designations which may replace those above, which are subject to change by FMCSA at any time. H. Carrier shall agree that the terms and conditions of its contract with BROKER shall apply on all shipments it handles for BROKER. Any tariff terms published by carrier which are inconsistent with the contract shall be subordinate to the terms of the contract. I. Carrier shall expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with the contract. J. Carrier will not re-broker, assign, or subcontract the shipments without prior written consent of BROKER. If Carrier breaches this provision, BROKER shall have the right of paying the monies it owes its contracted Carrier, directly to the delivering carrier in lieu of payments to its contracted Carrier. Upon BROKER’s payment to delivering carrier, the contracted Carrier shall not be released from any liability to BROKER under this Agreement, or from liability under 49 U.S.C. §14916. K. On behalf of the SHIPPER, consignee and broker interests, to the extent that any shipments subject to this Agreement are transported within the State of California, CARRIER warrants that they are in compliance with all California Air Resources Board regulations. Carrier shall be liable to BROKER and SHIPPER for any penalties, or any other liability, imposed on or assumed by BROKER or SHIPPER because of Carrier’s use of non-compliant equipment.

FREIGHT CARRIAGE. BROKER warrants that it has entered into, or will enter into, bilateral written contracts with each carrier it engages to perform the transportation services required by this Agreement. BROKER further warrants that those contracts comply with all applicable federal, state and local laws and regulations and shall include (but not be limited to) the substance of the following terms: A. Carrier is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, state and local laws relating to the provision of its services including, but not limited to: 1. transportation of Hazardous Materials, (including the licensing and training of drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; 2. security regulations; 3. owner/operator lease regulations; 4. loading and securement of freight regulations; 5. implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances, and hours of service regulations; 6. sanitation, temperature, and contamination requirements for transporting food, perishable, and other products; 7. qualification and qualification, licensing and training of drivers; 8. implementation and maintenance of equipment safety regulations; 9. maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers; 10. all registration, licensing, and insurance requirements required to perform the services; and 11. comply with the Food Safety Modernization Act (21 U.S.C. § 2201 et seq.) and its implementing regulations. B. Carrier shall agree to defend, indemnify and hold BROKER and SHIPPER harmless from all damages, claims or losses arising out of its performance of the Agreement, including cargo loss and damage, theft, delay, damage to property, and personal injury or death. C. Carrier shall agree that its liability for cargo loss or damage shall be determined by 49 USC §14706 (the Xxxxxxx Amendment). Exclusions in carrier’s insurance coverage shall not exonerate carrier from this liability. No limitation of carrier's liability shall apply, unless BROKER first obtains the express written consent of SHIPPER. D. Carrier shall agree to maintain at all times during the term of the contract, insurance coverage policies with limits not less than the following: General Liability - $1,000,000.00 1,000,000 Auto Liability - $1,000,000.00 1,000,000 Cargo Liability - $100,000.00 100,000 Worker’s Compensation – as required by law. BROKER shall verify that each carrier it utilizes in the performance of this Agreement has insurance coverage policies with the minimum amount as defined above. E. Carrier shall agree that the provisions contained in 49 CFR 370.1 et seq. shall govern the processing of claims (except for exempt commodities which shall be subject to the terms of (Appendix E), for loss, damage, injury or delay to property and the processing of salvage, unless otherwise agreed in writing in an instrument other than a xxxx of lading, tariff or shipping document. Carrier may agree in such written instrument to an alternative claims process for exempt commodities and BROKER shall provide SHIPPER with advance notice of any such process. F. BROKER and carrier agree that BROKER is the sole party responsible for payment of carrier’s charges. Failure of BROKER to collect payment from its customer shall not exonerate BROKER of its obligation to pay carrier. BROKER agrees to pay carrier's undisputed invoice within 30 20 days of receipt of the xxxx of lading or proof of delivery, provided carrier is not in default under the terms of this Agreement. If BROKER has not paid carrier’s undisputed invoice as agreed, and carrier has complied with the terms of this Agreement, carrier may seek payment from the SHIPPER Shipper or other party responsible for payment after giving BROKER 90 10 (business days) advance written notice, except that carrier shall not seek payment from SHIPPER Shipper or any other Party responsible for payment if SHIPPER or such other Party can prove payment to BROKER. G. Carrier agrees that at no time during the term of this contract with BROKER, shall it have an “Unsatisfactory” safety rating as determined by the Federal Motor Carrier Safety Administration (FMCSA), and that it has no knowledge of any threatened or pending interventions by FMCSA; if carrier receives an “Unsatisfactory” safety rating, or a rating has changed from “Satisfactory” to “Conditional” or if any future safety rating has otherwise been downgraded by FMCSA, it shall immediately notify BROKER and shall not transport any freight hereunder without BROKER’s prior written consent. The provisions of this paragraph are intended to include safety rating designations which may replace those above, which are subject to change by FMCSA at any time. H. Carrier shall agree that the terms and conditions of its contract with BROKER shall apply on all shipments it handles for BROKER. Any tariff terms published by carrier which are inconsistent with the contract shall be subordinate ineffective and inapplicable to the terms of the contractshipments tendered under this Agreement. I. Carrier shall expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with the contract. J. Carrier will not broker, re-broker, assign, interline, or subcontract the shipments without prior written consent of BROKER. If Carrier breaches this provision, BROKER shall have have, in addition to all the other rights and remedies at law or in equity, the right of paying the monies it owes its contracted Carrier, directly to the delivering carrier in lieu of payments to its contracted Carrier. Upon Regardless of BROKER’s payment to delivering carrier, the contracted Carrier shall not be released from any liability to BROKER under this Agreement, or from liability under 49 U.S.C. X.X.X. §1491600000. Carrier will not have recourse against Shipper for Broker’s nonpayment of freight xxxx(s) to Carrier associated with any brokerage, re-brokerage, assignment, interline, or subcontracting by Carrier. K. On behalf of the SHIPPER, consignee and broker interests, to To the extent that any shipments subject to this Agreement are transported into, out of, through or within the State of California, CARRIER warrants that they are in compliance with all California Air Resources Board regulations. Carrier CARRIER shall be liable to BROKER and SHIPPER for any penalties, or any other liability, imposed on or assumed by BROKER or SHIPPER because of Carrier’s use of non-compliant equipment.

FREIGHT CARRIAGE. BROKER warrants that it has entered into, or will enter into, bilateral written contracts with each carrier it engages to perform utilizes in the transportation services required by performance of this Agreement. BROKER further warrants that those contracts comply with all applicable federal, federal and state and local laws and regulations and shall include (but not be limited to) the substance of the following terms: A. Carrier is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, state and local laws relating to the provision of its services including, but not limited to: 1. transportation of Hazardous Materials, (including the licensing and training of drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; 2. security regulations; 3. owner/operator lease regulations; 4. loading and securement of freight regulations; 5. implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances, and hours of service regulations; 6. sanitation, temperature, and contamination requirements for transporting food, perishable, and other products; 7. qualification and licensing and training of drivers; 8. implementation and maintenance of equipment safety regulations; 9. maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers; 10. all registration, licensing, registration and insurance licensing requirements required to perform the services. B. Carrier shall agree to defend, indemnify and hold BROKER and SHIPPER harmless from all damages, claims or losses arising out of its performance of the Agreement, including cargo loss and damage, theft, delay, damage to property, and personal injury or death. C. Carrier shall agree that its liability for cargo loss or damage shall be determined by 49 USC §14706 (the Xxxxxxx Amendment). Exclusions in carrier’s insurance coverage shall not exonerate carrier from this liability. No limitation of carrier's liability shall apply, unless BROKER first obtains the express written consent of SHIPPER. D. Carrier shall agree to maintain at all times during the term of the contract, insurance coverage with limits not less than the following: General Liability - $1,000,000.00 $ Auto Liability - $1,000,000.00 $ Cargo Liability - $100,000.00 $ Worker’s Compensation – as required by law. BROKER shall verify that each carrier it utilizes in the performance of this Agreement has insurance coverage as defined above. E. Carrier shall agree that the provisions contained in 49 CFR 370.1 et seq. shall govern the processing of claims (except for exempt commodities which shall be subject to the terms of (Appendix E), for loss, damage, injury or delay to property and the processing of salvage. F. BROKER and carrier agree that BROKER is the sole party responsible for payment of carrier’s charges. Failure of BROKER to collect payment from its customer shall not exonerate BROKER of its obligation to pay carrier. BROKER agrees to pay carrier's undisputed invoice within 30 31 days of receipt of the xxxx of lading or proof of delivery, provided carrier is not in default under the terms of this Agreement. If BROKER has not paid carrier’s undisputed invoice as agreed, and carrier has complied with the terms of this Agreement, carrier may seek payment from the SHIPPER Shipper or other party responsible for payment after giving BROKER 90 3 (business days) advance written notice, except that carrier shall not seek payment from SHIPPER Shipper or any other Party responsible for payment if SHIPPER or such other Party can prove payment to BROKER. G. Carrier agrees that at no time during the term of this contract with BROKER, shall it have an “Unsatisfactory” safety rating as determined by the Federal Motor Carrier Safety Administration (FMCSA), and that it has no knowledge of any threatened or pending interventions by FMCSA; if carrier receives an “Unsatisfactory” safety rating, or a rating has changed from “Satisfactory” to “Conditional” or if any future safety rating has otherwise been downgraded by FMCSA, it shall immediately notify BROKER and shall not transport any freight hereunder without BROKER’s prior written consent. The provisions of this paragraph are intended to include safety rating designations which may replace those above, which are subject to change by FMCSA at any time. H. Carrier shall agree that the terms and conditions of its contract with BROKER shall apply on all shipments it handles for BROKER. Any tariff terms published by carrier which are inconsistent with the contract shall be subordinate to the terms of the contract. I. Carrier shall expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with the contract. J. Carrier will not re-broker, assign, or subcontract interline the shipments without prior written consent of BROKER. If Carrier carrier breaches this provision, BROKER shall have the right of paying the monies it owes its contracted Carrier, CARRIER directly to the delivering carrier in lieu of payments to its contracted Carrierthe CARRIER. Upon BROKER’s payment to delivering carrier, the contracted Carrier CARRIER shall not be released from any liability to BROKER under this Agreement, or from liability under 49 U.S.C. §14916. K. On behalf of the SHIPPER, consignee and broker interests, to the extent that any shipments subject to this Agreement are transported within the State of California, CARRIER warrants that they are in compliance with all California Air Resources Board regulations. Carrier shall be liable to BROKER and SHIPPER for any penalties, or any other liability, imposed on or assumed by BROKER or SHIPPER because of Carrier’s use of non-compliant equipment.

FREIGHT CARRIAGE. BROKER warrants that it has entered into, or will enter into, a bilateral written contracts contract with each carrier it engages to perform utilizes in the transportation services required by performance of this Agreement. BROKER further warrants that those contracts comply with all applicable federal, federal and state and local laws and regulations and shall include (but not be limited to) the substance of the following termsprovisions: A. Carrier is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, state and local laws relating to the provision of its services including, but not limited to: 1. transportation ) Transportation of Hazardous Materials, (including the licensing and training of drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; 2. security ) Security regulations; 3. owner) Owner/operator lease regulations; 4. loading ) Loading and securement of freight regulations; 5. implementation ) Implementation and maintenance of driver safety regulations includingregulations, including but not limited to, : hiring, controlled substances, and hours of service regulations; 6. sanitation) Sanitation, temperature, and contamination requirements for transporting food, perishableperishable commodities, and other similar products; 7. qualification and licensing ) Qualification, licensing, and training of drivers; 8. implementation 8) Implementation and maintenance of equipment safety regulations; 9. maintenance ) Maintenance and control of the means and method of transportation includingtransportation, including but not limited to, to the performance of its drivers; 10. all registration, licensing, and insurance requirements required to perform the services. B. Carrier X. Xxxxxxx shall agree to defend, indemnify indemnify, and hold BROKER and SHIPPER harmless from all damages, claims or losses arising out of its performance of the Agreementtransportation services, including cargo loss and damage, theft, delay, damage to property, property and personal injury or death, to the fullest extent permissible under applicable law. Xxxxxxx’s indemnity will not apply to the extent third-party claims result from BROKER’s or XXXXXXX’s negligent or willful acts or omissions. C. Carrier shall agree that its liability for cargo loss or damage shall will be determined governed by federal law codified at 49 USC §U.S.C. 14706 (the Xxxxxxx Amendment). Exclusions in carrierCarrier’s insurance coverage shall not exonerate carrier from this liability. No limitation of carrier's liability shall apply, unless BROKER first obtains the express written consent of SHIPPER. D. Carrier shall agree during the Term and for two (2) years thereafter to maintain at all times during the term of the contract, insurance coverage with limits not less than the following: General Liability - $1,000,000.00 Auto Liability - $1,000,000.00 Cargo Liability - $100,000.00 Worker’s Compensation – as required by law. BROKER shall verify that each carrier it utilizes in the performance of this Agreement has insurance coverage as defined above. E. Carrier shall agree that the provisions contained in 49 CFR 370.1 et seq. shall govern the processing of claims following (except for exempt commodities which shall be subject to the terms of (Appendix E), for loss, damage, injury or delay to property and the processing of salvage. F. BROKER and carrier agree that BROKER is the sole party responsible for payment of carrier’s charges. Failure of BROKER to collect payment from its customer shall not exonerate BROKER of its obligation to pay carrier. BROKER agrees to pay carrier's undisputed invoice within 30 days verify that such coverage exists): 1) Auto Liability insurance of receipt of the xxxx of lading or proof of delivery, provided carrier is not in default under the terms of this Agreement. If BROKER has not paid carrier’s undisputed invoice as agreed, and carrier has complied with the terms of this Agreement, carrier may seek payment from the SHIPPER or other party responsible for payment after giving BROKER 90 (business days) advance written notice, except that carrier shall not seek payment from SHIPPER or any other Party responsible for payment if SHIPPER or such other Party can prove payment to BROKERat least $1,000,000. G. Carrier agrees that 2) Cargo Liability of at no time during least $100,000 and in sufficient amounts to cover the term value of this contract with BROKER, shall it have an “Unsatisfactory” safety rating as determined by the Federal Motor Carrier Safety Administration (FMCSA), and that it has no knowledge of any threatened or pending interventions by FMCSA; if carrier receives an “Unsatisfactory” safety rating, or a rating has changed from “Satisfactory” to “Conditional” or if any future safety rating has otherwise been downgraded by FMCSA, it shall immediately notify BROKER and shall not transport any freight hereunder without BROKERXXXXXXX’s prior written consent. The provisions of this paragraph are intended to include safety rating designations which may replace those above, which are subject to change by FMCSA at any timeproperty. H. Carrier shall agree that the terms and conditions of its contract with BROKER shall apply on all shipments it handles for BROKER. Any tariff terms published by carrier which are inconsistent with the contract shall be subordinate to the terms of the contract. I. Carrier shall expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with the contract. J. Carrier will not re-broker, assign, or subcontract the shipments without prior written consent of BROKER. If Carrier breaches this provision, BROKER shall have the right of paying the monies it owes its contracted Carrier, directly to the delivering carrier in lieu of payments to its contracted Carrier. Upon BROKER’s payment to delivering carrier, the contracted Carrier shall not be released from any liability to BROKER under this Agreement, or from liability under 49 U.S.C. §14916. K. On behalf of the SHIPPER, consignee and broker interests, to the extent that any shipments subject to this Agreement are transported within the State of California, CARRIER warrants that they are in compliance with all California Air Resources Board regulations. Carrier shall be liable to BROKER and SHIPPER for any penalties, or any other liability, imposed on or assumed by BROKER or SHIPPER because of Carrier’s use of non-compliant equipment.

FREIGHT CARRIAGE. BROKER FREIGHT FORWARDER warrants that it has entered into, or will enter into, bilateral written contracts with each carrier it engages to perform arranges shipments with in the transportation services required by performance of this Agreement. BROKER FREIGHT FORWARDER further warrants that those contracts comply with all applicable federal, federal and state and local laws and regulations and shall include (but not be limited to) the substance of the following terms: A. Carrier is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, state and local laws relating to the provision of its services including, but not limited to: 1. transportation of Hazardous Materials, (including the licensing and training of drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; 2. security regulations; 3. owner/operator lease regulations; 4. loading and securement of freight regulations; 5. implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances, and hours of service regulations; 6. sanitation, temperature, and contamination requirements for transporting food, perishable, and other products; 7. qualification and licensing and training of drivers; 8. implementation and maintenance of equipment safety regulations; 9. maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers; 10. all registration, licensing, All registration and insurance licensing requirements required to perform the services. B. Carrier shall agree to defend, indemnify and hold BROKER FREIGHT FORWARDER and SHIPPER harmless from all damages, claims or losses arising out of its performance of the Agreement, including cargo loss and damage, theft, delay, damage to property, and personal injury or death. C. Carrier shall agree that its liability for cargo loss or damage shall be determined by 49 USC §14706 (the Xxxxxxx Amendment). Exclusions in carrier’s insurance coverage shall not exonerate carrier from this liability. No limitation of carrier's liability shall apply, unless BROKER FREIGHT FORWARDER first obtains the express written consent of SHIPPER. D. Carrier shall agree to maintain at all times during the term of the contract, insurance coverage with limits not less than the following: General Liability - $1,000,000.00 ___________ Auto Liability - $1,000,000.00 ___________ Cargo Liability - $100,000.00 ___________ Worker’s Compensation – as required by law. BROKER FREIGHT FORWARDER shall verify that each carrier it utilizes in the performance of this Agreement has insurance coverage policies as defined above. E. Carrier shall agree that the provisions contained in 49 CFR 370.1 et seq. shall govern the processing of claims (except for exempt commodities which shall be subject to the terms of (Appendix Ecommodities), for loss, damage, injury or delay to property and the processing of salvage. F. BROKER FREIGHT FORWARDER and carrier agree that BROKER FREIGHT FORWARDER is the sole party responsible for payment of carrier’s charges. Failure of BROKER FREIGHT FORWARDER to collect payment from its customer shall not exonerate BROKER FREIGHT FORWARDER of its obligation to pay carrier. BROKER FREIGHT FORWARDER agrees to pay carrier's undisputed invoice within 30 ___ days of receipt of the xxxx of lading or proof of delivery, provided carrier is not in default under the terms of this Agreement. If BROKER has not paid carrier’s undisputed invoice as agreed, and carrier has complied with the terms of this Agreement, carrier may seek payment from the SHIPPER or other party responsible for payment after giving BROKER 90 (business days) advance written notice, except that carrier shall not seek payment from SHIPPER or any other Party responsible for payment if SHIPPER or such other Party can prove payment to BROKER. G. Carrier agrees that at no time during the term of this contract with BROKERFREIGHT FORWARDER, shall it have an “Unsatisfactory” safety rating as determined by the Federal Motor Carrier Safety Administration (FMCSA), and that it has no knowledge of any threatened or pending interventions by FMCSA; if carrier receives an “Unsatisfactory” safety rating, or a rating has changed from “Satisfactory” to “Conditional” or if any future safety rating has otherwise been downgraded by FMCSA, it shall immediately notify BROKER FREIGHT FORWARDER and shall not transport any freight hereunder without BROKERFREIGHT FORWARDER’s prior written consent. The provisions of this paragraph are intended to include safety rating designations which may replace those above, which are subject to change by FMCSA at any time. H. Carrier shall agree that the terms and conditions of its contract with BROKER FREIGHT FORWARDER shall apply on all shipments it handles for BROKERFREIGHT FORWARDER. Any tariff terms published by carrier which are inconsistent with the contract shall be subordinate to the terms of the contract. I. Carrier shall expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with the contract. J. Carrier will not re-interline, broker, assign, or subcontract the shipments without prior written consent of BROKERFREIGHT FORWARDER. If Carrier breaches this provision, BROKER FREIGHT FORWARDER shall have the right of paying the monies it owes its contracted Carrier, directly to the delivering carrier directly in lieu of payments to its contracted the Carrier. Upon BROKERFREIGHT FORWARDER’s payment to delivering carrier, the contracted Carrier shall not be released from any liability to BROKER FREIGHT FORWARDER under this Agreement, or from liability under 49 U.S.C. §USC 14916. K. 1K. On behalf of the SHIPPER, consignee consignee, and broker FREIGHT FORWARDER interests, to the extent that any shipments subject to this Agreement are transported within the State of California, CARRIER Carrier warrants that they are its equipment is in compliance with all California Air Resources Board regulations. Carrier shall be liable to BROKER FREIGHT FORWARDER and SHIPPER for any penalties, or any other liability, imposed on or assumed by BROKER FREIGHT FORWARDER or SHIPPER because of CarrierCARRIER’s use of non-compliant equipment or improper use of equipment.

FREIGHT CARRIAGE. BROKER warrants that it has entered into, or will enter into, bilateral written contracts with each carrier it engages to perform the transportation services required by this Agreement. BROKER further warrants that those contracts comply with all applicable federal, state and local laws and regulations and shall include (but not be limited to) the substance of the following terms: A. Carrier is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, state and local laws relating to the provision of its services including, but not limited to: 1. transportation of Hazardous Materials, (including the licensing and training of drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; 2. security regulations; 3. owner/operator lease regulations; 4. loading and securement of freight regulations; 5. implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances, and hours of service regulations; 6. sanitation, temperature, and contamination requirements for transporting food, perishable, and other products; 7. qualification and qualification, licensing and training of drivers; 8. implementation and maintenance of equipment safety regulations; 9. maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers; 10. all registration, licensing, and insurance requirements required to perform the services; and 11. comply with the Food Safety Modernization Act (21 U.S.C. § 2201 et seq.) and its implementing regulations. B. Carrier shall agree to defend, indemnify and hold BROKER and SHIPPER harmless from all damages, claims or losses arising out of its performance of the Agreement, including cargo loss and damage, theft, delay, damage to property, and personal injury or death. C. Carrier shall agree that its liability for cargo loss or damage shall be determined by 49 USC §14706 (the Xxxxxxx Amendment). Exclusions in carrier’s insurance coverage shall not exonerate carrier from this liability. No limitation of carrier's liability shall apply, unless BROKER first obtains the express written consent of SHIPPER. D. Carrier shall agree to maintain at all times during the term of the contract, insurance coverage policies with limits not less than the following: (Left blank in accordance with anti-trust laws, which prohibit entering a dollar value. The issue of broker insurance and liability is addressed elsewhere in the contract. The parties can negotiate special terms based on their specific situation.) General Liability - $1,000,000.00 ___________ Auto Liability - $1,000,000.00 ___________ Cargo Liability - $100,000.00 ___________ Worker’s Compensation – as required by law. BROKER shall verify that each carrier it utilizes in the performance of this Agreement has insurance coverage policies with the minimum amount as defined above. E. Carrier shall agree that the provisions contained in 49 CFR 370.1 et seq. shall govern the processing of claims (except for exempt commodities which shall be subject to the terms of (Appendix E), for loss, damage, injury or delay to property and the processing of salvage, unless otherwise agreed in writing in an instrument other than a xxxx of lading, tariff or shipping document. Carrier may agree in such written instrument to an alternative claims process for exempt commodities and BROKER shall provide SHIPPER with advance notice of any such process. F. BROKER and carrier agree that BROKER is the sole party responsible for payment of carrier’s charges. Failure of BROKER to collect payment from its customer shall not exonerate BROKER of its obligation to pay carrier. BROKER agrees to pay carrier's undisputed invoice within 30 ___ days of receipt of the xxxx of lading or proof of delivery, provided carrier is not in default under the terms of this Agreement. If BROKER has not paid carrier’s undisputed invoice as agreed, and carrier has complied with the terms of this Agreement, carrier may seek payment from the SHIPPER Shipper or other party responsible for payment after giving BROKER 90 ____ (business days) advance written notice, except that carrier shall not seek payment from SHIPPER Shipper or any other Party responsible for payment if SHIPPER or such other Party can prove payment to BROKER. G. Carrier agrees that at no time during the term of this contract with BROKER, shall it have an “Unsatisfactory” safety rating as determined by the Federal Motor Carrier Safety Administration (FMCSA), and that it has no knowledge of any threatened or pending interventions by FMCSA; if carrier receives an “Unsatisfactory” safety rating, or a rating has changed from “Satisfactory” to “Conditional” or if any future safety rating has otherwise been downgraded by FMCSA, it shall immediately notify BROKER and shall not transport any freight hereunder without BROKER’s prior written consent. The provisions of this paragraph are intended to include safety rating designations which may replace those above, which are subject to change by FMCSA at any time. H. Carrier shall agree that the terms and conditions of its contract with BROKER shall apply on all shipments it handles for BROKER. Any tariff terms published by carrier which are inconsistent with the contract shall be subordinate ineffective and inapplicable to the terms of the contractshipments tendered under this Agreement. I. Carrier shall expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with the contract. J. Carrier will not broker, re-broker, assign, interline, or subcontract the shipments without prior written consent of BROKER. If Carrier breaches this provision, BROKER shall have have, in addition to all the other rights and remedies at law or in equity, the right of paying the monies it owes its contracted Carrier, directly to the delivering carrier in lieu of payments to its contracted Carrier. Upon Regardless of BROKER’s payment to delivering carrier, the contracted Carrier shall not be released from any liability to BROKER under this Agreement, or from liability under 49 U.S.C. X.X.X. §1491600000. Carrier will not have recourse against Shipper for Broker’s nonpayment of freight xxxx(s) to Carrier associated with any brokerage, re-brokerage, assignment, interline, or subcontracting by Carrier. K. On behalf of the SHIPPER, consignee and broker interests, to To the extent that any shipments subject to this Agreement are transported into, out of, through or within the State of California, CARRIER warrants that they are in compliance with all California Air Resources Board regulations. Carrier CARRIER shall be liable to BROKER and SHIPPER for any penalties, or any other liability, imposed on or assumed by BROKER or SHIPPER because of Carrier’s use of non-compliant equipment.

FREIGHT CARRIAGE. BROKER warrants that will use it has entered into, or will best effort to enter into, a bilateral written contracts contract of carriage with each carrier it engages to perform utilizes in the transportation services required by performance of this Agreement. BROKER further warrants that those contracts comply with all applicable federal, federal and state and local laws and regulations and shall include (but not be limited to) the substance of the following termsprovisions: A. Carrier is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, state and local laws relating to the provision of its services including, but not limited to: 1. transportation of Hazardous Materials, (including the licensing and training of drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; 2. security regulations; 3. owner/operator lease regulations; 4. loading and securement of freight regulations; 5. implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances, and hours of service regulations; 6. sanitation, temperature, and contamination requirements for transporting food, perishable, and other products; 7. , qualification and licensing and training of drivers; 87. implementation and maintenance of equipment safety regulations; 98. maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers; 10. all registration, licensing, and insurance requirements required to perform the services. B. Carrier X. Xxxxxxx shall agree to defend, indemnify and hold BROKER and SHIPPER harmless from all damages, claims or losses arising out of its performance of the AgreementContract, including cargo loss and damage, theft, delay, damage to property, and personal injury or death, to the fullest extent permissible under applicable federal and state law. C. Carrier shall agree that its liability for cargo loss or damage shall be determined by no less than that of a Common Carrier as provided for in 49 USC §14706 (the Xxxxxxx Amendment). Exclusions in carrier’s insurance coverage shall not exonerate carrier from this liability. No limitation of carrier's liability shall apply, unless BROKER first obtains the express written consent of SHIPPER. D. Carrier X. Xxxxxxx shall agree to maintain at all times during the term of the contract, insurance coverage with limits not less than the following: General Liability - $1,000,000.00 Auto Liability - $1,000,000.00 Cargo Liability - $100,000.00 Worker’s Compensation – as required by law. BROKER shall verify that each carrier it utilizes in the performance of this Agreement has insurance coverage as defined above. E. Carrier shall agree that the provisions contained in 49 CFR 370.1 et seq. shall govern the processing of claims (except for exempt commodities which shall be subject to the terms of (Appendix E), for loss, damage, injury or delay to property and the processing of salvage. F. BROKER and carrier The Parties agree that BROKER is the sole party responsible for payment of carrierXxxxxxx’s charges. Failure of BROKER to collect payment from its customer shall not exonerate BROKER of its obligation to pay carrier. BROKER agrees to pay carrier's undisputed invoice within 30 days of receipt of the xxxx of lading or proof of delivery, provided carrier is not in default under the terms of this Agreement. If BROKER has not paid carrier’s undisputed invoice as agreed, and carrier has complied with the terms of this Agreement, carrier may seek payment from the SHIPPER or other party responsible for payment after giving BROKER 90 (business days) advance written notice, except that carrier shall not seek payment from SHIPPER or any other Party responsible for payment if SHIPPER or such other Party can prove payment to BROKER. G. Carrier agrees that shall agree that, at no time during the term of this its contract with BROKER, BROKER shall it have an “Unsatisfactory” safety rating as determined by the Federal Motor Carrier Safety Administration (FMCSA), and that it has no knowledge of any threatened or pending interventions by FMCSA; if carrier . If Carrier receives an “Unsatisfactory” safety rating, or a rating has changed from “Satisfactory” to “Conditional” or if any future safety rating has otherwise been downgraded by FMCSA, it shall immediately notify BROKER. BROKER and shall not transport knowingly utilize any freight hereunder without BROKER’s prior written consent. The provisions carrier with an “Unsatisfactory” safety rating in the performance of this paragraph are intended to include safety rating designations which may replace those above, which are subject to change by FMCSA at any timeAgreement. H. Carrier shall agree that the terms and conditions of its contract with BROKER shall apply on all shipments it handles for BROKER. Any tariff terms published by carrier which are inconsistent with the contract shall be subordinate to the terms of the contract. I. Carrier shall expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with the contract. J. Carrier I. BROKER further warrants it will not re-broker, assign, or subcontract the shipments without prior written consent require proof of BROKER. If Carrier breaches this provision, BROKER shall have the right of paying the monies it owes its contracted insurance and operating authority from each Carrier, directly to the delivering carrier in lieu of payments to its contracted Carrier. Upon BROKER’s payment to delivering carrier, the contracted Carrier shall not be released from any liability to BROKER under this Agreement, or from liability under 49 U.S.C. §14916. K. On behalf of the SHIPPER, consignee and broker interests, to the extent that any shipments subject to this Agreement are transported within the State of California, CARRIER warrants that they are in compliance with all California Air Resources Board regulations. Carrier shall be liable to BROKER and SHIPPER for any penalties, or any other liability, imposed on or assumed by BROKER or SHIPPER because of Carrier’s use of non-compliant equipment.

FREIGHT CARRIAGE. BROKER warrants that it has entered into, or will enter into, bilateral written contracts with each carrier it engages to perform the transportation services required by this Agreement. BROKER further warrants that those contracts comply with all applicable federal, state and local laws and regulations and shall include (but not be limited to) the substance of the following terms: A. Carrier is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, state and local laws relating to the provision of its services including, but not limited to: 1. transportation of Hazardous Materials, (including the licensing and training of drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; 2. security regulations; 3. owner/operator lease regulations; 4. loading and securement of freight regulations; 5. implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances, and hours of service regulations; 6. sanitation, temperature, and contamination requirements for transporting food, perishable, and other products; 7. qualification and licensing and training of drivers; 8. implementation and maintenance of equipment safety regulations; 9. maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers; 10. all registration, licensing, and insurance requirements required to perform the services. B. Carrier shall agree to defend, indemnify and hold BROKER and SHIPPER harmless from all damages, claims or losses arising out of its performance of the Agreement, including cargo loss and damage, theft, delay, damage to property, and personal injury or death. C. Carrier shall agree that its liability for cargo loss or damage shall be determined by 49 USC §14706 (the Xxxxxxx Amendment). Exclusions in carrier’s insurance coverage shall not exonerate carrier from this liability. No limitation of carrier's liability shall apply, unless BROKER first obtains the express written consent of SHIPPER. D. Carrier shall agree to maintain at all times during the term of the contract, insurance coverage with limits not less than the following: General Liability - $1,000,000.00 Auto Liability - $1,000,000.00 Cargo Liability - $$ 100,000.00 Worker’s Compensation – as required by law. BROKER shall verify that each carrier it utilizes in the performance of this Agreement has insurance coverage as defined above. E. Carrier shall agree that the provisions contained in 49 CFR 370.1 et seq. shall govern the processing of claims (except for exempt commodities which shall be subject to the terms of (Appendix E), for loss, damage, injury or delay to property and the processing of salvage. F. BROKER and carrier agree that BROKER is the sole party responsible for payment of carrier’s charges. Failure of BROKER to collect payment from its customer shall not exonerate BROKER of its obligation to pay carrier. BROKER agrees to pay carrier's undisputed invoice within 30 thirty (30) days of receipt of the xxxx of lading or proof of delivery, provided carrier is not in default under the terms of this Agreement. If BROKER has not paid carrier’s undisputed invoice as agreed, and carrier has complied with the terms of this Agreement, carrier may seek payment from the SHIPPER or other party responsible for payment after giving BROKER 90 (business days) advance written notice, except that carrier shall not seek payment from SHIPPER or any other Party responsible for payment if SHIPPER or such other Party can prove payment to BROKER. G. Carrier agrees that at no time during the term of this contract with BROKER, shall it have an “Unsatisfactory” safety rating as determined by the Federal Motor Carrier Safety Administration (FMCSA), and that it has no knowledge of any threatened or pending interventions by FMCSA; if carrier receives an “Unsatisfactory” safety rating, or a rating has changed from “Satisfactory” to “Conditional” or if any future safety rating has otherwise been downgraded by FMCSA, it shall immediately notify BROKER and shall not transport any freight hereunder without BROKER’s prior written consent. The provisions of this paragraph are intended to include safety rating designations which may replace those above, which are subject to change by FMCSA at any time. H. Carrier shall agree that the terms and conditions of its contract with BROKER shall apply on all shipments it handles for BROKER. Any tariff terms published by carrier which are inconsistent with the contract shall be subordinate to the terms of the contract. I. Carrier shall expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with the contract. J. Carrier will not re-broker, assign, or subcontract the shipments without prior written consent of BROKER. If Carrier breaches this provision, BROKER shall have the right of paying the monies it owes its contracted Carrier, directly to the delivering carrier in lieu of payments to its contracted Carrier. Upon BROKER’s payment to delivering carrier, the contracted Carrier shall not be released from any liability to BROKER under this Agreement, or from liability under 49 U.S.C. §14916. K. On behalf of the SHIPPER, consignee and broker interests, to the extent that any shipments subject to this Agreement are transported within the State of California, CARRIER warrants that they are in compliance with all California Air Resources Board regulations. Carrier shall be liable to BROKER and SHIPPER for any penalties, or any other liability, imposed on or assumed by BROKER or SHIPPER because of Carrier’s use of non-compliant equipment.ten

FREIGHT CARRIAGE. BROKER warrants that it has entered into, or will enter into, bilateral written contracts with each carrier it engages to perform the transportation services required by this Agreement. BROKER further warrants that those contracts comply with all applicable federal, state and local laws and regulations and shall include (but not be limited to) the substance of the following terms: A. Carrier is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, state and local laws relating to the provision of its services including, but not limited to: 1. transportation of Hazardous Materials, (including the licensing and training of drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; 2. security regulations; 3. owner/operator lease regulations; 4. loading and securement of freight regulations; 5. implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances, and hours of service regulations; 6. sanitation, temperature, and contamination requirements for transporting food, perishable, and other products; 7. qualification and qualification, licensing and training of drivers; 8. implementation and maintenance of equipment safety regulations; 9. maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers; 10. all registration, licensing, and insurance requirements required to perform the services; and 11. comply with the Food Safety Modernization Act (21 U.S.C. § 2201 et seq.) and its implementing regulations. B. Carrier X. Xxxxxxx shall agree to defend, indemnify and hold BROKER and SHIPPER harmless from all damages, claims or losses arising out of its performance of the Agreement, including cargo loss and damage, theft, delay, damage to property, and personal injury or death. C. Carrier shall agree that its liability for cargo loss or damage shall be determined by 49 USC §14706 (the Xxxxxxx Amendment). Exclusions in carrier’s insurance coverage shall not exonerate carrier from this liability. No limitation of carrier's liability shall apply, unless BROKER first obtains the express written consent of SHIPPER. D. Carrier X. Xxxxxxx shall agree to maintain at all times during the term of the contract, insurance coverage policies with limits not less than the following: (Left blank in accordance with anti-trust laws, which prohibit entering a dollar value. The issue of broker insurance and liability is addressed elsewhere in the contract. The parties can negotiate special terms based on their specific situation.) General Liability - $1,000,000.00 $ Auto Liability - $1,000,000.00 $ Cargo Liability - $100,000.00 $ Worker’s Compensation – as required by law. BROKER shall verify that each carrier it utilizes in the performance of this Agreement has insurance coverage policies with the minimum amount as defined above. E. Carrier shall agree that the provisions contained in 49 CFR 370.1 et seq. shall govern the processing of claims (except for exempt commodities which shall be subject to the terms of (Appendix E), for loss, damage, injury or delay to property and the processing of salvage, unless otherwise agreed in writing in an instrument other than a bill of lading, tariff or shipping document. Carrier may agree in such written instrument to an alternative claims process for exempt commodities and BROKER shall provide SHIPPER with advance notice of any such process. F. BROKER and carrier agree that BROKER is the sole party responsible for payment of carrier’s charges. Failure of BROKER to collect payment from its customer shall not exonerate BROKER of its obligation to pay carrier. BROKER XXXXXX agrees to pay carrierxxxxxxx's undisputed invoice within 30 days of receipt of the xxxx bill of lading or proof of delivery, provided carrier is not in default under the terms of this Agreement. If BROKER has not paid carrier’s undisputed invoice as agreed, and carrier has complied with the terms of this Agreement, carrier may seek payment from the SHIPPER Shipper or other party responsible for payment after giving BROKER 90 (business days) advance written notice, except that carrier shall not seek payment from SHIPPER Shipper or any other Party responsible for payment if SHIPPER or such other Party can prove payment to BROKER. G. Carrier X. Xxxxxxx agrees that at no time during the term of this contract with BROKER, shall it have an “Unsatisfactory” safety rating as determined by the Federal Motor Carrier Safety Administration (FMCSA), and that it has no knowledge of any threatened or pending interventions by FMCSA; if carrier receives an “Unsatisfactory” safety rating, or a rating has changed from “Satisfactory” to “Conditional” or if any future safety rating has otherwise been downgraded by FMCSA, it shall immediately notify BROKER and shall not transport any freight hereunder without BROKER’s prior written consent. The provisions of this paragraph are intended to include safety rating designations which may replace those above, which are subject to change by FMCSA at any time. H. Carrier shall agree that the terms and conditions of its contract with BROKER shall apply on all shipments it handles for BROKER. Any tariff terms published by carrier which are inconsistent with the contract shall be subordinate ineffective and inapplicable to the terms of the contractshipments tendered under this Agreement. I. Carrier shall expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with the contract. J. Carrier will not broker, re-broker, assign, interline, or subcontract the shipments without prior written consent of BROKER. If Carrier breaches this provision, BROKER shall have have, in addition to all the other rights and remedies at law or in equity, the right of paying the monies it owes its contracted Carrier, directly to the delivering carrier in lieu of payments to its contracted Carrier. Upon Regardless of BROKER’s payment to delivering carrier, the contracted Carrier shall not be released from any liability to BROKER under this Agreement, or from liability under 49 U.S.C. §14916. Xxxxxxx will not have recourse against Shipper for Xxxxxx’s nonpayment of freight bill(s) to Carrier associated with any brokerage, re-brokerage, assignment, interline, or subcontracting by Xxxxxxx. K. On behalf of the SHIPPER, consignee and broker interests, to To the extent that any shipments subject to this Agreement are transported into, out of, through or within the State of California, CARRIER warrants that they are in compliance with all California Air Resources Board regulations. Carrier CARRIER shall be liable to BROKER and SHIPPER for any penalties, or any other liability, imposed on or assumed by BROKER or SHIPPER because of Carrier’s use of non-compliant equipment.

FREIGHT CARRIAGE. BROKER warrants that it has entered into, or will enter into, bilateral written contracts with each carrier it engages to perform the transportation services required by this Agreement. BROKER further warrants that those contracts comply with all applicable federal, state and local laws and regulations and shall include (but not be limited to) the substance of the following terms: A. Carrier is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, state and local laws relating to the provision of its services including, but not limited to: 1. transportation of Hazardous Materials, (including the licensing and training of drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; 2. security regulations; 3. owner/operator lease regulations; 4. loading and securement of freight regulations; 5. implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances, and hours of service regulations; 6. sanitation, temperature, and contamination requirements for transporting food, perishable, and other products; 7. qualification and qualification, licensing and training of drivers; 8. implementation and maintenance of equipment safety regulations; 9. maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers; 10. all registration, licensing, and insurance requirements required to perform the services; and 11. comply with the Food Safety Modernization Act (21 U.S.C. § 2201 et seq.) and its implementing regulations. B. Carrier shall agree to defend, indemnify and hold BROKER and SHIPPER harmless from all damages, claims or losses arising out of its performance of the Agreement, including cargo loss and damage, theft, delay, damage to property, and personal injury or death. C. Carrier shall agree that its liability for cargo loss or damage shall be determined by 49 USC §14706 (the Xxxxxxx Amendment). Exclusions in carrier’s insurance coverage shall not exonerate carrier from this liability. No limitation of carrier's liability shall apply, unless BROKER first obtains the express written consent of SHIPPER. D. Carrier shall agree to maintain at all times during the term of the contract, insurance coverage policies with limits not less than the following: (Left blank in accordance with anti-trust laws, which prohibit entering a dollar value. The issue of broker insurance and liability is addressed elsewhere in the contract. The parties can negotiate special terms based on their specific situation.) General Liability - $1,000,000.00 $ Auto Liability - $1,000,000.00 $ Cargo Liability - $100,000.00 $ Worker’s Compensation – as required by law. BROKER shall verify that each carrier it utilizes in the performance of this Agreement has insurance coverage policies with the minimum amount as defined above. E. Carrier shall agree that the provisions contained in 49 CFR 370.1 et seq. shall govern the processing of claims (except for exempt commodities which shall be subject to the terms of (Appendix E), for loss, damage, injury or delay to property and the processing of salvage, unless otherwise agreed in writing in an instrument other than a xxxx of lading, tariff or shipping document. Carrier may agree in such written instrument to an alternative claims process for exempt commodities and BROKER shall provide SHIPPER with advance notice of any such process. F. BROKER and carrier agree that BROKER is the sole party responsible for payment of carrier’s charges. Failure of BROKER to collect payment from its customer shall not exonerate BROKER of its obligation to pay carrier. BROKER agrees to pay carrier's undisputed invoice within 30 days of receipt of the xxxx of lading or proof of delivery, provided carrier is not in default under the terms of this Agreement. If BROKER has not paid carrier’s undisputed invoice as agreed, and carrier has complied with the terms of this Agreement, carrier may seek payment from the SHIPPER Shipper or other party responsible for payment after giving BROKER 90 30 (business days) advance written notice, except that carrier shall not seek payment from SHIPPER Shipper or any other Party responsible for payment if SHIPPER or such other Party can prove payment to BROKER. G. Carrier agrees that at no time during the term of this contract with BROKER, shall it have an “Unsatisfactory” safety rating as determined by the Federal Motor Carrier Safety Administration (FMCSA), and that it has no knowledge of any threatened or pending interventions by FMCSA; if carrier receives an “Unsatisfactory” safety rating, or a rating has changed from “Satisfactory” to “Conditional” or if any future safety rating has otherwise been downgraded by FMCSA, it shall immediately notify BROKER and shall not transport any freight hereunder without BROKER’s prior written consent. The provisions of this paragraph are intended to include safety rating designations which may replace those above, which are subject to change by FMCSA at any time. H. Carrier shall agree that the terms and conditions of its contract with BROKER shall apply on all shipments it handles for BROKER. Any tariff terms published by carrier which are inconsistent with the contract shall be subordinate ineffective and inapplicable to the terms of the contractshipments tendered under this Agreement. I. Carrier shall expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with the contract. J. Carrier will not broker, re-broker, assign, interline, or subcontract the shipments without prior written consent of BROKER. If Carrier breaches this provision, BROKER shall have have, in addition to all the other rights and remedies at law or in equity, the right of paying the monies it owes its contracted Carrier, directly to the delivering carrier in lieu of payments to its contracted Carrier. Upon Regardless of BROKER’s payment to delivering carrier, the contracted Carrier shall not be released from any liability to BROKER under this Agreement, or from liability under 49 U.S.C. X.X.X. §1491600000. Carrier will not have recourse against Shipper for Broker’s nonpayment of freight xxxx(s) to Carrier associated with any brokerage, re-brokerage, assignment, interline, or subcontracting by Carrier. K. On behalf of the SHIPPER, consignee and broker interests, to To the extent that any shipments subject to this Agreement are transported into, out of, through or within the State of California, CARRIER warrants that they are in compliance with all California Air Resources Board regulations. Carrier CARRIER shall be liable to BROKER and SHIPPER for any penalties, or any other liability, imposed on or assumed by BROKER or SHIPPER because of Carrier’s use of non-compliant equipment.

FREIGHT CARRIAGE. BROKER warrants that it has entered into, or will enter into, bilateral written contracts with each carrier it engages to perform the transportation services required by this Agreement. BROKER further warrants that those contracts comply with all applicable federal, state and local laws and regulations and shall include (but not be limited to) the substance of the following terms: A. Carrier is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, state and local laws relating to the provision of its services including, but not limited to: 1. transportation of Hazardous Materials, (including the licensing and training of drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; 2. security regulations; 3. owner/operator lease regulations; 4. loading and securement of freight regulations; 5. implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances, and hours of service regulations; 6. sanitation, temperature, and contamination requirements for transporting food, perishable, and other products; 7. qualification and qualification, licensing and training of drivers; 8. implementation and maintenance of equipment safety regulations; 9. maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers; 10. all registration, licensing, and insurance requirements required to perform the services; and 11. comply with the Food Safety Modernization Act (21 U.S.C. § 2201 et seq.) and its implementing regulations. B. Carrier shall agree to defend, indemnify and hold BROKER and SHIPPER harmless from all damages, claims or losses arising out of its performance of the Agreement, including cargo loss and damage, theft, delay, damage to property, and personal injury or death. C. Carrier shall agree that its liability for cargo loss or damage shall be determined by 49 USC §14706 (the Xxxxxxx Amendment). Exclusions in carrier’s insurance coverage shall not exonerate carrier from this liability. No limitation of carrier's liability shall apply, unless BROKER first obtains the express written consent of SHIPPER. D. Carrier shall agree to maintain at all times during the term of the contract, insurance coverage policies with limits not less than the following: (Left blank in accordance with anti-trust laws, which prohibit entering a dollar value. The issue of broker insurance and liability is addressed elsewhere in the contract. The parties can negotiate special terms based on their specific situation.) General Liability - $1,000,000.00 $ Auto Liability - $1,000,000.00 $ Cargo Liability - $100,000.00 $ Worker’s Compensation – as required by law. BROKER shall verify that each carrier it utilizes in the performance of this Agreement has insurance coverage policies with the minimum amount as defined above. E. Carrier shall agree that the provisions contained in 49 CFR 370.1 et seq. shall govern the processing of claims (except for exempt commodities which shall be subject to the terms of (Appendix E), for loss, damage, injury or delay to property and the processing of salvage, unless otherwise agreed in writing in an instrument other than a xxxx of lading, tariff or shipping document. Carrier may agree in such written instrument to an alternative claims process for exempt commodities and BROKER shall provide SHIPPER with advance notice of any such process. F. BROKER and carrier agree that BROKER is the sole party responsible for payment of carrier’s charges. Failure of BROKER to collect payment from its customer shall not exonerate BROKER of its obligation to pay carrier. BROKER agrees to pay carrier's undisputed invoice within 30 days of receipt of the xxxx of lading or proof of delivery, provided carrier is not in default under the terms of this Agreement. If BROKER has not paid carrier’s undisputed invoice as agreed, and carrier has complied with the terms of this Agreement, carrier may seek payment from the SHIPPER Shipper or other party responsible for payment after giving BROKER 90 (business days) advance written notice, except that carrier shall not seek payment from SHIPPER Shipper or any other Party responsible for payment if SHIPPER or such other Party can prove payment to BROKER. G. Carrier agrees that at no time during the term of this contract with BROKER, shall it have an “Unsatisfactory” safety rating as determined by the Federal Motor Carrier Safety Administration (FMCSA), and that it has no knowledge of any threatened or pending interventions by FMCSA; if carrier receives an “Unsatisfactory” safety rating, or a rating has changed from “Satisfactory” to “Conditional” or if any future safety rating has otherwise been downgraded by FMCSA, it shall immediately notify BROKER and shall not transport any freight hereunder without BROKER’s prior written consent. The provisions of this paragraph are intended to include safety rating designations which may replace those above, which are subject to change by FMCSA at any time. H. Carrier shall agree that the terms and conditions of its contract with BROKER shall apply on all shipments it handles for BROKER. Any tariff terms published by carrier which are inconsistent with the contract shall be subordinate ineffective and inapplicable to the terms of the contractshipments tendered under this Agreement. I. Carrier shall expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with the contract. J. Carrier will not broker, re-broker, assign, interline, or subcontract the shipments without prior written consent of BROKER. If Carrier breaches this provision, BROKER shall have have, in addition to all the other rights and remedies at law or in equity, the right of paying the monies it owes its contracted Carrier, directly to the delivering carrier in lieu of payments to its contracted Carrier. Upon Regardless of BROKER’s payment to delivering carrier, the contracted Carrier shall not be released from any liability to BROKER under this Agreement, or from liability under 49 U.S.C. X.X.X. §1491600000. Carrier will not have recourse against Shipper for Broker’s nonpayment of freight xxxx(s) to Carrier associated with any brokerage, re-brokerage, assignment, interline, or subcontracting by Carrier. K. On behalf of the SHIPPER, consignee and broker interests, to To the extent that any shipments subject to this Agreement are transported into, out of, through or within the State of California, CARRIER warrants that they are in compliance with all California Air Resources Board regulations. Carrier CARRIER shall be liable to BROKER and SHIPPER for any penalties, or any other liability, imposed on or assumed by BROKER or SHIPPER because of Carrier’s use of non-compliant equipment.

FREIGHT CARRIAGE. BROKER warrants that it has entered into, or will enter into, bilateral written contracts with each carrier Carrier it engages utilizes in the performance of this Agreement (the Broker-Carrier Contracts are referred to perform the transportation services required by this Agreementherein as “Carrier Contract”). BROKER further warrants that those contracts Carrier Contracts will comply with all applicable federal, state federal and local laws and regulations and shall include (but not be limited to) the substance of the following terms:state A. Carrier is in, and shall maintain compliance during the term of this Agreementthe Carrier Contract, with all applicable federal, state and local laws relating to the provision of its services including, but not limited to: 1. transportation of Hazardous Materials, (including the licensing and training of drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; 2. security regulations; 32. owner/operator lease regulations; 43. loading and securement of freight regulations; 54. implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances, and hours of service regulations; 65. sanitation, temperature, and contamination requirements for transporting food, perishable, and other products; 76. qualification and licensing and training of drivers; 87. implementation and maintenance of equipment safety regulations; 98. maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers; 109. all registration, licensing, registration and insurance licensing requirements required to perform the services. B. To the fullest extent allowed by law, Carrier shall agree to defend, indemnify and hold BROKER and SHIPPER harmless from any and all damages, claims or losses arising out of its performance of the AgreementCarrier Contract, including cargo loss and damage, theft, delay, damage to property, and personal injury or death; provided, however, that Carrier is not obligated to indemnify BROKER to the extent the claim is caused by BROKER’s negligence and is not obligated to indemnify SHIPPER to the extent the claim is caused by SHIPPER’s negligence. C. Carrier shall agree that its liability for cargo loss or damage shall be determined by 49 USC §14706 (the Xxxxxxx Amendment). Exclusions or limitations in carrier’s insurance coverage shall not exonerate carrier from this liability. No limitation of carrierCarrier's liability under 49 USC § 14706 (c)(1)(A) or otherwise shall apply, unless BROKER first obtains the express written consent of SHIPPER. D. Carrier shall agree to maintain at all times during the term of the contractCarrier Contract, insurance coverage with limits not less than the following: General Liability - $1,000,000.00 Auto Liability - $1,000,000.00 Cargo Liability - $100,000.00 Worker’s Compensation – as required by law. BROKER shall verify that each carrier it utilizes in the performance of this Agreement has insurance coverage as defined above.: E. Carrier shall agree that the provisions contained in 49 CFR 370.1 et seq. Part 370 shall govern the processing of claims (except for exempt commodities which shall be subject to the terms of (Appendix E), for loss, damage, injury or delay to property and the processing of salvage. F. BROKER and carrier Carrier agree that BROKER is the sole party responsible for payment of carrierCarrier’s charges. Failure of BROKER to collect payment from its customer shall not exonerate BROKER of its obligation to pay carrierCarrier. BROKER agrees to pay carrierCarrier's undisputed invoice within 30 days of receipt of the signed xxxx of lading or proof of delivery, provided carrier is not in default under the terms of this Agreementthe Carrier Contract. If BROKER has not paid carrierCarrier’s undisputed invoice as agreed, and carrier Carrier has complied with the terms of this Agreementthe Carrier Contract, carrier Carrier may seek payment from the SHIPPER or other party responsible for payment after giving BROKER 90 twenty (business days20) days advance written notice, except that carrier Carrier shall not have no right to, and shall not, seek payment from SHIPPER or any other Party party responsible for payment if SHIPPER or such other Party party can prove payment to BROKER. G. Carrier agrees that at no time during the term of this contract the Carrier Contract with BROKER, shall it have an “Unsatisfactory” safety rating as determined by the Federal Motor Carrier Safety Administration (“FMCSA”), and that it has no knowledge of any threatened or pending interventions by FMCSA; if carrier Carrier is assigned, or receives notice that it will be assigned, an “Unsatisfactory” safety rating, or a that Carrier’s rating has changed from “Satisfactory” to “Conditional,” or if any future safety rating has otherwise been downgraded or assigned (i.e. an unrated carrier being assigned a rating) by the FMCSA, it shall immediately notify BROKER and shall not transport any freight hereunder pursuant to the Carrier Contract without BROKER’s prior written consent. The provisions of this paragraph are intended to include safety safety-rating designations which that may replace those above, which are subject to change by FMCSA at any time. H. Carrier shall agree that the terms and conditions of its contract Carrier Contract with BROKER shall apply on all shipments it handles for BROKER. Any tariff terms or provisions published by carrier which Carrier that are inconsistent with the contract Carrier Contract shall be subordinate to the terms of the contractCarrier Contract. I. Pursuant to 49 USC § 14101(b), Carrier and BROKER shall expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with the contractCarrier Contract. J. Carrier will not re-broker, co-broker, assign, or subcontract the interline any shipments without prior written consent of BROKER. If Carrier breaches this provision, BROKER shall have the right of paying the monies it owes its contracted Carrier, Carrier directly to the delivering carrier in lieu of payments to its contracted the Carrier. Upon BROKER’s payment to delivering carrier, the contracted Under no circumstance shall Carrier shall not be released from any liability or obligation to BROKER under this Agreement, or from liability under 49 U.S.C. §14916. K. On behalf of the SHIPPER, consignee and broker interests, to the extent that any shipments subject to this Agreement are transported within the State of California, CARRIER warrants that they are in compliance with all California Air Resources Board regulations. Carrier shall be liable to BROKER and SHIPPER for any penalties, or any other liability, imposed on or assumed by BROKER or SHIPPER because of Carrier’s use of non-compliant equipmentunder the Carrier Contract or this Agreement.

FREIGHT CARRIAGE. BROKER warrants that it has entered intoentered, or will enter into, bilateral written contracts with each carrier it engages to perform the transportation services required by this Agreement. BROKER further warrants that those contracts comply with all applicable federal, state state, and local laws and regulations and shall include (but not be limited to) the substance of the following terms: A. Carrier is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, state state, and local laws relating to the provision of its services including, but not limited to: 1. transportation of Hazardous Materials, (including the licensing and training of drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute hereunderconstitute Hazardous Materials;. 2. security regulations;. 3. owner/operator lease regulations;. 4. loading and securement of freight regulations;. 5. implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances, and hours of service (HOS) regulations;. 6. sanitation, temperature, and contamination requirements for transporting food, perishable, and other products;. 7. qualification and licensing qualification, licensing, and training of drivers;. 8. implementation and maintenance of equipment safety regulations;. 9. maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers;. 10. all registration, licensing, and insurance requirements required to perform the services; and 11. comply with the Food Safety Modernization Act (21 U.S.C. § 2201 et seq.) and its implementing regulations. B. Carrier shall agree to defend, indemnify indemnify, and hold BROKER and SHIPPER harmless from all damages, claims or losses arising out of its performance of the Agreement, including cargo loss and damage, theft, delay, damage to property, and personal injury or death. C. Carrier shall agree that its liability for cargo loss or damage shall be determined by 49 USC §14706 (the Xxxxxxx Amendment). Exclusions in carrier’s insurance coverage shall not exonerate carrier from this liability. No limitation of carrier's liability shall apply, apply unless BROKER first obtains the express written consent of SHIPPER. D. Carrier shall agree to always maintain at all times during the term of the contract, insurance coverage policies with limits not less than the following: General Liability - $1,000,000.00 1,000,000 Auto Liability - $1,000,000.00 1,000,000 Cargo Liability - $100,000.00 Worker’s $ 100,000 Workers Compensation – - as required by law. law BROKER shall verify that each carrier it utilizes in the performance of this Agreement has insurance coverage policies with the minimum amount as defined above. E. Carrier shall agree that the provisions contained in 49 CFR 370.1 et seq. shall govern the processing of claims (except for exempt commodities which shall be subject to the terms of (Appendix E), for loss, damage, injury injury, or delay to property and the processing of salvage,unless otherwise agreed in writing in an instrument other than a xxxx of lading, tariff, or shipping document. Carrier may agree in such written instrument to an alternative claims process for exempt commodities and BROKER shall provide SHIPPER with advance notice of any such process. F. BROKER and carrier agree that BROKER is the sole party responsible for payment of carrier’s charges. Failure of BROKER to collect payment from its customer shall not exonerate BROKER of its obligation to pay carrier. BROKER agrees to pay carrier's undisputed invoice within 30 days of receipt of the xxxx of lading or proof of delivery, provided carrier is not in default under the terms of this Agreement. If BROKER has not paid carrier’s undisputed invoice as agreed, and carrier has complied with the terms of this Agreement, carrier may seek payment from the SHIPPER Shipper or other party responsible for payment after giving BROKER 90 (15 business days) days advance written notice, except that carrier shall not seek payment from SHIPPER Shipper or any other Party responsible for payment if SHIPPER or such other Party can prove payment to BROKER. G. Carrier agrees that at no time during the term of this contract with BROKER, shall it have an “Unsatisfactory” safety rating as determined by the Federal Motor Carrier Safety Administration (FMCSA), and that it has no knowledge of any threatened or pending interventions by FMCSA; if carrier receives an “Unsatisfactory” safety rating, or a rating has changed from “Satisfactory” to “Conditional” or if any future safety rating has otherwise been downgraded by FMCSA, it shall immediately notify BROKER and shall not transport any freight hereunder without BROKER’s prior written consent. The provisions of this paragraph are intended to include safety rating designations which may replace those above, which are subject to change by FMCSA at any time. H. Carrier shall agree that the terms and conditions of its contract with BROKER shall apply on all shipments it handles for BROKER. Any tariff terms published by carrier which are inconsistent with the contract shall be subordinate ineffective and inapplicable to the terms of the contractshipments tendered under this Agreement. I. Carrier shall expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with the contract. J. Carrier will not broker, re-broker, assign, interline, or subcontract the shipments without prior written consent of BROKER. If Carrier breaches this provision, BROKER shall have have, in addition to all the other rights and remedies at law or in equity, the right of paying the monies it owes its contracted Carrier, directly to the delivering carrier in lieu of payments to its contracted Carrier. Upon Regardless of BROKER’s payment to delivering carrier, the contracted Carrier shall not be released from any liability to BROKER under this Agreement, or from liability under 49 U.S.C. X.X.X. §1491600000. Carrier will not have recourse against Shipper for Broker’s nonpayment of freight xxxx(s) to Carrier associated with any brokerage, re-brokerage, assignment, interline, or subcontracting by Carrier. K. On behalf of the SHIPPER, consignee and broker interests, to To the extent that any shipments subject to this Agreement are transported into, out of, through, or within the State of California, CARRIER warrants that they are in compliance compliant with all California Air Resources Board regulations. Carrier CARRIER shall be liable to BROKER and SHIPPER for any penalties, or any other liability, imposed on or assumed by BROKER or SHIPPER because of Carrier’s use of non-compliant equipment.

FREIGHT CARRIAGE. BROKER warrants that it has entered into, or will enter into, into a bilateral written contracts contract of carriage with each carrier it engages to perform utilizes in the transportation services required by performance of this Agreement. BROKER further warrants that those contracts comply with all applicable federal, federal and state and local laws and regulations and shall include (but not be limited to) the substance of the following termsprovisions: A. Carrier is in, and shall maintain compliance during the term of this Agreement, with all applicable federal, state and local laws relating to the provision of its services including, but not limited to: 1. transportation of Hazardous Materials, (including the licensing and training of drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; 2. security regulations; 3. owner/operator lease regulations; 4. loading and securement of freight regulations; 5. implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances, and hours of service regulations; 6. sanitation, temperature, and contamination requirements for transporting food, perishable, and other products, qualification and licensing and training of drivers; 7. qualification and licensing and training of drivers;: 8. implementation and maintenance of equipment safety regulations; 9. maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers;. 10. all All registration, licensing, and insurance requirements required to perform the services. B. Carrier shall agree to defend, indemnify and hold BROKER and SHIPPER harmless from all damages, claims or losses arising out of its performance of the AgreementContract, including cargo loss and damage, theft, delay, damage to property, and personal injury or death, to the fullest extent permissible under applicable federal and state law. C. Carrier shall agree that its liability for cargo loss or damage shall be determined by no less than that of a Common Carrier as provided for in 49 USC §14706 (the Xxxxxxx Amendment). Exclusions in carrierCarrier’s insurance coverage shall not exonerate carrier Carrier from this liability. No limitation of carrier's ’s liability shall apply, unless BROKER first obtains the express written consent of SHIPPER. D. Carrier shall agree to maintain at all times during the term of the contract, insurance coverage with limits not less than the following: General Liability - $1,000,000.00 Auto Liability - – $1,000,000.00 1,000,000 Cargo Liability (Less than Truckload/LTL) – Unless excess value liability is requested and so noted in writing. Carrier’s liability for damaged or lost cargo will follow the carriers Rules of valuation found in the BROKER’s RSLG 100 RULES TARIFF. Cargo Liability (Small Package Ground Service) – Unless excess value liability is requested and so noted in writing, Carrier’s liability for damaged or lost cargo will follow FedEx Express Terms and conditions which can be located at xxxx://xxx.xxxxx.xxx/us/services/terms/groundtariff.html. Cargo Liability (express shipments) - $100,000.00 WorkerUnless excess value liability is requested and so noted in writing, Carrier’s Compensation – as required by lawliability for damaged or lost cargo will follow FedEx Express Terms and conditions which can be located at xxxx://xxx.xxxxx.xxx/us/services/pdf/SG_TermsCond_Intl_2012.pdf. BROKER shall verify that each carrier it utilizes in the performance of this Agreement has insurance coverage as defined above. E. Carrier shall agree that the provisions contained in 49 CFR 370.1 et seq. shall govern the processing of claims (except for exempt commodities which shall be subject to the terms of (Appendix E), for loss, damage, injury or delay to property and the processing of salvage. F. BROKER and carrier The Parties agree that BROKER is the sole party responsible for payment of carrierCarrier’s charges. Failure of BROKER to collect payment from its customer shall not exonerate BROKER of its obligation to pay carrierCARRIER. BROKER agrees to pay carrierCarrier's undisputed invoice within in no more than 30 days of receipt of the xxxx of lading or proof of delivery, provided carrier Carrier is not in default under the terms of this Agreement. If BROKER has not paid carrierCarrier’s undisputed invoice as agreed, and carrier CARRIER has complied with the terms of this Agreement, carrier Carrier may seek payment from the SHIPPER Shipper or other party responsible for payment after giving BROKER 90 10 (business days) advance written notice, except that carrier . Carrier shall not seek payment from SHIPPER Shipper or any other Party responsible for payment if SHIPPER or such other Party can prove payment to BROKER. G. Carrier agrees that shall agree that, at no time during the term of this its contract with BROKER, BROKER shall it have an “Unsatisfactory” safety rating as determined by the Federal Motor Carrier Safety Administration (FMCSA), and that it has no knowledge of any threatened or pending interventions by FMCSA; if carrier . If Carrier receives an “Unsatisfactory” safety rating, or a rating has changed from “Satisfactory” to “Conditional” or if any future safety rating has otherwise been downgraded by FMCSA, it shall immediately notify BROKER. BROKER and shall not transport knowingly utilize any freight hereunder without BROKER’s prior written consent. The provisions carrier with an “Unsatisfactory” safety rating in the performance of this paragraph are intended to include safety rating designations which may replace those above, which are subject to change by FMCSA at any timeAgreement. H. Carrier shall agree that the terms and conditions of its contract with BROKER shall apply on all shipments it handles for BROKER. Any terms in a tariff terms published by that are referenced in the carrier contract which are inconsistent with the contract shall be subordinate to the terms of the contract. I. Carrier shall expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with the contract. J. Carrier will not re-broker, assign, or subcontract the shipments without prior written consent of BROKER. If Carrier breaches this provision, BROKER shall have the right of paying the monies it owes its contracted Carrier, directly to the delivering carrier in lieu of payments to its contracted CarrierCRRIER. Upon BROKER’s payment to delivering carrier, the contracted Carrier CARRIER shall not be released from any liability to BROKER under this Agreement, or from liability under 49 U.S.C. §14916. K. BROKER further warrants it will require proof of insurance and operating authority from each Carrier and, should BROKER utilize the services of any Carrier or other broker on SHIPPER’s behalf, which Carrier and/or broker does not have proof of insurance and/or operating authority, BROKER agrees to indemnify and hold harmless SHIPPER from all legitimate claims not paid by Carrier, including but not limited to cargo loss and damage claims. L. On behalf of the SHIPPER, consignee and broker interests, to the extent that any shipments subject to this Agreement are transported within the State of California, CARRIER warrants that they are in compliance with all California Air Resources Board regulations. Carrier CARRIER shall be liable to BROKER and SHIPPER for any penalties, or any other liability, imposed on or assumed by BROKER or SHIPPER because of Carrier’s use of non-compliant equipment.