EXHIBIT 10.2
This contract between X. Xxxxxx Companies, Inc., hereafter referred to as
CONTRACTOR, and XRG Logistics, Inc., a wholly owned subsidiary of XRG, Inc.,
hereafter referred to as CORPORATION comprises four (4) pages and is the
complete contract between both parties.
WHEREAS, Corporation is a licensed motor carrier of transportation, operating in
interstate and foreign commerce pursuant to authority issued by the Department
of Transportation under license number MC-467483 to arrange for the
transportation of general commodities (except household goods) between points in
the US and it's borders, and
WHEREAS, Contractor offers to represent Corporation and Corporation's Federal
license throughout the United States and foreign commerce as authorized.
NOW, THEREFORE, in consideration of the actual covenants and promises
hereinafter set forth, the parties agree as follows:
1. The terms of this contract shall be for two years, and automatically
renewable provided, however, that either party might terminate the same upon
thirty (30) days written notice.
2. The Corporation, under this contract, will provide to the Contractor
customers the services of a fully licensed motor carrier within the 48 states.
I. CONTRACT COVENANTS AND AGREES:
1. The Contractor agrees to abide by the Corporation's already existing policy
of establishing the existence of current truck cargo, liability, and xxxxxxx'x
compensation insurance, taxpayer identification number, contract, and contract
carrier authority prior to loading trucks. The Contractor shall be held
responsible for the loss if he fails to properly document and provide this
information in accordance with the rules set forth.
2. The Contractor will uphold the good reputation of the Corporation and will
not misrepresent the services and abilities of the Corporation or disturb any
Corporation accounts in any way that may lead to termination of this contract.
3. To comply with the regulations of all Federal, State and Local government
agencies having jurisdiction.
4. To hold, store and safeguard any property of Contractor & Corporation
received by him/her for the account of Contractor & Corporation and upon request
to return such property to Contractor & Corporation in as good condition as when
received, ordinary wear and tear excepted all records or papers of any kind
relating to Contractor & Corporation business and any forms and other materials
bearing the same or trademark of XRG Logistics, Inc. or any division thereof
shall remain the property of Contractor & Corporation and shall be surrendered
to Contractor & Corporation upon demand.
1
II. INDEPENDENT CONTRACTOR STATUS
1. It is understood and mutually agreed that the Contractor shall bear all
expenses in the conduct of his/her business and to make a profit or suffer a
loss at Contractor's sold discretion. All expenses or obligations shall not
reflect upon the Corporation and Contractor shall not obligate the Corporation
in any manner whatsoever without Corporation's written consent being first
obtained. Some of those expenses shall be (but are not limited to) rent,
telephone, insurance, supplies, employee payroll, any and all Federal and/or
State taxes, i.e., Federal Withholding, FICA, state withholding, xxxxxxx'x
compensation, and unemployment taxes if applicable, as obligated by the
contractor.
2. The parties intend that an independent Contractor relationship will be
created by this contract, the Corporation is interested only in the results to
be achieved and the conduct and control of the work will be solely with the
Contractor. The Contractor is not to be considered an agent or employee of the
Corporation for any purpose, and the Contractor and any employees of the
Contractor are not entitled to any of the benefits that the Corporation provides
for regular Corporation employees.
3. Contractor shall indemnify and hold Corporation harmless from and against any
claim by him or any of his employees arising under any xxxxxxx'x compensations
law, unemployment compensation law, and any claim to an employer-employee
relations with Corporation, as well as any acts or occurrences incident to the
performance of duties under this Agreement.
III. CONFIDENTIALITY
1. Contractor agrees that he/she will not at any time during the term of this
agreement, directly or indirectly, induce or attempt to induce any present
account of corporation to terminate or reduce service provided by Corporation,
or otherwise disturb the relationship between Corporation and any of its
customers.
2. Contractor agrees that he/she will not, directly or indirectly, while he/she
is associated with Corporation, induce or attempt to induce any of Corporation's
Contractors or employees who comprise Corporation's sales force and/or any
portions of Corporation's administrative staffs to terminate their relationship
with Corporation, or induce or attempt any such contractors to sell or solicit
freight for any other motor carrier or transportation broker.
3. In the event of any breach of this paragraph, any profit compensation
received by Contractor because of such breach shall be the property of the
Corporation, and shall immediately be paid to the Corporation, and Contractor
shall also be liable for damages to Corporation. The provisions of this
paragraph may be enforced at law or in equity or by injuction of otherwise in
any court of competent jurisdiction without the necessity of posting a bond or
other security.
2
IV. CUSTOMERS
1. Sales shall be limited to the geographical area and the commodities
authorized by the Corporation's MC# ________ Determination of Corporation
accounts and Contractor accounts will be mutually decided upon a case-by-case
basis.
2. The intent of this provision is to allow freedom of area of sales but limit
activity to the extent it will not create competition between Contractor and
Corporation for control of a single account. It will also allow joint control of
an account on mutually agreed basis.
3. All customer conflicts that may arise among various Contractors will be
resolved by the Corporation.
V. COMMISSIONS
1. It is agreed that the shipments moved under this contract shall pay a
commission to the Contractor at the rate of 2% of the gross revenue generated on
the movement of the load, less any ancillary charges such as fuel or insurance
surcharges, or other extra charges that are paid directly to the driver or the
fleet owner.
2. Unless otherwise mutually agreed, commissions will be paid on a twice-monthly
basis on loads, which have been billed by the Corporation's computer system.
Dates of payment will be on the fifteenth day of the month and the last day of
the month except when either of these dates falls on a non-business day. Should
that occur, payment will be made on the next business day. If an accounts
receivable and/or accounts payable is adjusted the Corporation reserves the
right to pass on to the Contractor the said accounts receivable and/or accounts
payable adjustment.
VI. CREDIT APPROVAL & CLAIMS
1. It is agreed that the Contractor shall get credit approval on all accounts
with the Corporation prior to handling shipments. Credit limits may or may not
be sent on any customer based on payment procedure or risk. The Contractor's
failure to adhere to credit limitations or failure to receive credit approval
will result in the amount of loss being charged to the Contractor. The
Corporation will initiate collection proceedings 49 hours after the Contractor
has been notified of slow payment of his/her customer if Contractor has not
obtained satisfactory resolution.
2. If the Contractor over extends the assigned credit limit, the Contractor will
be liable to the Corporation in full for the amount over the credit limit. If
the Contractor does not obtain a credit check, the Corporation assumes no
liability for movement of loads; contractor is to make every reasonable effort
necessary to assist Corporation in the collection of monies due to the
Corporation from any shipper or consignee in Contractor's territory.
3
3. Contractor is not entitled to any commission on traffic requiring
Corporation's approval if the traffic is actually transported before approval is
received from Corporation.
4. If is the Contractor's responsibility to obtain approval in writing to move
any C.O.D. freight or freight valued over $100,000. Used machinery valued over
$10,000 will also need written approval. Corporation will assume no liability
for loads without this approval.
5. Contractor agrees to assist Corporation in the investigation of claims when
so requested by Corporation, and to give all possible assistance in the settling
of claims.
VII. SEPARATION OR TERMINATION
1. In the event of disagreement or dispute and/or legal action the prevailing
party shall be entitled to attorney fees, court costs, collection costs, and
other assorted enforcement costs. Suit jurisdiction will be the State of
Florida.
This contract contains the entire covenants and no additions or deletions can be
made unless in writing as agreed by both parties. If any provision of this
contract is declared to be invalid by a court of law or regulatory body all
other provisions of this contract shall remain in full force and effect.
IN WITNESS WHEREFORE, the parties have hereto set their names on this 30th
day of August, 2003
Witness: ____________________________
By: ______________________ Date: ____________
Witness: ____________________________
By: _____________________ Date: ____________
Witness: ____________________________
By: ____________________ Date: _____________
Contractor Mailing Address:
X. Xxxxxx Companies, Inc. X.X. Xxx 000 Xxxxxxxxxx, XX 00000-0000
4
