ACCRETION LOGISTICS

SOLUTIONS LLC

[email protected]
PHONE : +1-888-216-6406| FAX: XXX-XXX-XXXX
ACCRETION LOGISTICS SOLUTIONS LLC

COMPANY INFORMATION :
DOT : 3838953
MC : 1402127
FEDERAL ID : 35-2744691

SCAC CODE : ACOO

ADDRESS : 25 MERWIT CT, PENNSAUKEN, NJ -

08109-2627

ACCOUNT DETAILS :
Account Number : 66318967943
Bank Routing : 36076150
Bank Name : Citizen Bank

Pay On Our Website Using Secured PAY NOW Feature

www.accretionlogistics.com
Accretion Logistics Solutions LLC
25 Merwit CT
Pennsauken, NJ 08109

APPROVED BROKER / CARRIER AGREEMENT CLAUSE

This Agreement shall govern the services provided by

, a licensed and authorized motor carrier pursuant to USDOT # &
Docket No. MC# (hereinafter referred to as “Carrier”) a Accretion Logistics
Solutions LLC, (Hereinafter referred to as “Broker”), a licensed property broker pursuant to
Docket No. MC#. Broker and Carrier agree that notwithstanding other provisions, carriage
documents or regulation to the contrary, this Agreement shall govern Carrier’s performance
and obligations pertaining to transportation services for freight tendered to Carrier hereunder.

1. Broker Status.
Broker is a freight broker which arrange party motor carriers to provide cargo transportation for
its customers, in accordance with its role as legally defined under
49 U.S.C. § 13102 Definitions (2), 49 C.F.R. §371.2 and 49 U.S.C. § 14501(c)(1).

1.1 Carrier Status, Rights and Responsibility. Carrier will perform its
Transportation Services for Broker and its Customers as an independent
contractor and will not for any purpose be the agent of Broker or Broker’s
Customers. Carrier has exclusive control and direction of the work Carrier
performs pursuant to this Agreement. Carrier will not contract or take other
action in Broker’s name without Broker’s prior written consent.

Carrier agrees to assume full responsibility for the payment of all local, state, federal and
interprovincial payroll taxes, and contributions or taxes for unemployment insurance, worker’s
compensation insurance, pensions, and other social security or related protection with respect
to the persons engaged by Carrier for Carrier’s performance of the transportation and related
services, and Carrier shall indemnify, defend, and hold Broker, and its Customer harmless
there from. Carrier shall provide Broker, with Carrier’s Federal Tax ID number and a copy of
Carrier’s IRS Form W-9 prior to commencing any transportation or related services for Broker,
under this Agreement.

1.2 No Right to Lien or Delay Release of Cargo or Equipment. Carrier will not assert
any lien or make any claim on any cargo or equipment, and no lien will attach
against Broker, its Customers or any cargo or equipment, for failure of Broker,
the Customer or any other third party to pay Carrier for charges due to Carrier.

1.3 Waiver of Rights. Carrier shall, notwithstanding any other terms of this
Agreement, expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B
to the extent they conflict with this Agreement.
 1.4 Sub-Contract Prohibition. Carrier expressly agrees that all freight tendered to
it by Broker shall be transported on equipment operated only under the authority
of Carrier, and that Carrier shall not in any manner sub-contract, broker, or in
any other form arrange for the freight to be transported by a third party without
the prior written consent of Broker. If Carrier breaches this provision, Broker
shall have the right of paying the monies it owes Carrier directly to the delivering
Carrier, in lieu of payment to Carrier. Upon Broker’s payment to delivering
Carrier, Carrier shall not be released from any liability to Broker under this
agreement. In addition to the indemnity obligation reflected inthis agreement the
Carrier will be liable for consequential damages for violationof this clause of the
agreement.

1.5 Authorities and Licenses; Compliance with Laws. Carrier warrants that it
will provide physical transportation of shipments as a fully qualified motor carrier
that holds all required federal and state operating authorities. If Carrier’ssafety
rating changes at any time during this Contract’s term or if Carrier is sold,merges,
or dissolves or experiences a change in control of ownership, Carrier will notify
Broker immediately (within 24 hours). Carrier will comply with applicable
federal, state and/or local laws and regulations (including obtaining all permits
and licenses), and any representations or contractual clausesrequired thereby
will be incorporated herein by reference or by operation of law.

2. Booking Confirmation. Carrier shall transport shipments arranged by Broker

pursuant to carrier load or Booking confirmation sheet(s) included herewith or subsequently
incorporated by reference (See Schedule A annexed hereto).

3. Compensation. Broker shall pay Carrier for services rendered in an amount equal to
the rates and accessorial charges agreed to on the Broker/Carrier Rate Confirmation Sheet or
other signed writing. Carrier must submit proof of delivery with invoices to Broker as a
precondition of payment for services hereunder. Payment terms shall be thirty (30) days from
receipt of necessary supporting documentation.

3.1 Payment of Invoices. Carrier agrees that Broker is the sole party responsible
for payment of Carrier’s invoices and that, under no circumstance, will Carrier
seek payment from other parties, to include the shipper or consignee.

4. Insurance. Carrier agrees to provide any insurance coverage’s required by any

government body for the types of transportation and related services specified in load
confirmation communications received from Broker. All insurance required by this Agreement
must be written by an insurance company having a Best’s rating of “B+” VII or better and must
be authorized to do business under the laws of the state(s) or province(s) in which Carrier
provides the transportation and related services as specified in load confirmation
communications received from Broker. Carrier’s insurance shall be primary and required to
respond and pay prior to any other available coverage. Carrier agrees that Carrier, Carrier’s
insurer(s), and anyone claiming by, through or under Carrier shall have no claim, right of action,
or right of subrogation against Broker, its affiliates, or its Customer based on any loss or liability
insured under the insurance stipulated herein. Carrier represents and warrants that it will
continuously fulfill the requirements of this Section throughout the duration of this Agreement.
Broker shall be notified in writing by Carrier’s insurance company at least thirty (30) days prior
to the cancellation, change or non-renewal of the submitted insurance policies. Carrier shall
at all times during the term of this agreement have and maintain in full force and effect, at its
expense, (i) Motor Truck Cargo insurance or a superior equivalent, with limits for the full value
of the cargo under carriage subject to a minimum limit never less than US$100,000 per
shipment, a deductible no greater than US$10,000 per shipment and at least the same
coverage limit and deductible per shipment while in storage or at a storage facility enroute to
the consignee, (ii) Commercial Automobile Liability insurance with a combined single limit of
not less than US$1,000,000 per occurrence and without aggregate limits, (iii) Commercial
General Liability insurance, in a limit of not less than US$1,000,000 per occurrence, (iv)
Worker’s Compensation insurance in the amounts required by statute, and Employer’s Liability
insurance with limits not less than US$500,000 per occurrence, and (v) if Carrier provides
Transportation Services for hazardous materials under United States Department of
Transportation (“DOT”) regulations, public insurance including Commercial Automobile
insurance limits required for the commodity transported under 49 C.F.R § 387.7 and 387.9 (or
successor regulations thereto) and statutory required Commercial Automobile insurance limits
pertaining to the hazard classification of the cargo as defined by DOT, an MCS-90 and
Broadened Pollution Liability endorsements for limits required by law and full policy limits.
Carrier shall, prior to providing transportation and related services pursuant to this Agreement,
name Broker, as a certificate holder, as required on the foregoing insurance policies and shall
cause its insurance company to issue a certificate to Broker, evidencing the foregoing. When
Carrier provides Transportation Services that involve origins and destinations solely within
Canada, Carrier shall be current in its remittances to the appropriate Worker's Compensation
Board of the Carrier's province, shall provide a certificate issued by the appropriate Worker's
Compensation Board of the Carrier's province certifying that the Carrier is not delinquent and
is current in its remittances to that authority, and shall have such other insurance or higher
coverage limits required by applicable Canadian national or provincial law or regulation.
Insurance will meet or exceed the requirements of federal, state and/or provincial regulatory
bodies having jurisdiction over Carrier’s performances pursuant to this agreement. During this
Contract’s term, the insurance policies required hereunder and any replacement policies will
(i) insure the interests of Broker and, (ii) cover all drivers, equipment and cargo used in
providing Transportation Services and (iii) not contain any exclusions or restrictions as to
designated premises or project, pertaining to unattended equipment or cargo, for unscheduled
equipment, for unscheduled drivers or cargo, for fraud or infidelity, for tarp warranty, for
wetness or dampness, for geographical location in the United States, for trailers unattached to
the power unit, or for a particular radius of operation.

5. Carrier Moving Perishables. Carrier will verify that the equipment is suitable for the
transportation of food, dairy & milk products for human or animal consumption, as applicable,
as well as for other perishables, and will comply with all applicable laws and regulations,
including maintenance of permits and record keeping requirements, for food, dairy & and if
milk is transported, comply with the procedures stipulated at the attached Exhibits A, B. C &
D, incorporated as an integral part of this Agreement. Carrier warrants that the Carrier will
inspect or hire a service representative to inspect a vehicle’s refrigeration or heating unit at
least once each month. Carrier warrants that they shall maintain a record of each inspection
of refrigeration or heating unit and retain the records of the inspection for a least one year.
Copies of these records must be provided upon request to the carrier’s insurance company
and Broker. Each unit will maintain temperature data loggers in good working condition and
provide the temperature readings upon request.

Carrier warrants that they will maintain adequate fuel levels for the refrigeration or heating unit
and assume full liability for claims and expenses incurred by the Broker or the shipper for failure
to do so.

Carrier will maintain effective driver screening, training, qualification, and monitoring
procedures and will provide Broker with information about these procedures upon request.
Carrier will cause its drivers and other Carrier Representatives to operate their vehicles and
equipment in a proper and lawful manner and to maintain equipment used to provide the
Transportation Services in good, safe, sanitary, disinfected, and lawful operating condition
always. Carrier will use equipment that has been cleaned and sanitized in accordance with
reasonable efforts not to supply equipment for Transportation Services that has been
previously used to transport other product. The Carrier must provide their cargo insurer with
all records that relate to a loss and permit copies and abstracts to be made from them upon
request. Broker’s customer is a third-party beneficiary of this Agreement. The following rules
shall apply: (a) Destination market value for lost or damaged cargo, no special or consequential
damages unless by special agreement; (b) Claims will be filed with Carrier by Broker or
Shipper.

Carrier will inspect all empty equipment before loading to determine whether it is in apparent
good condition (i.e., it appears to be sound, roadworthy, clean, odor-free, dry, leakproof and
free of contamination or infestation) to protect the cargo being transported, will reject any
equipment that is not in apparent good condition, clean and disinfected and will immediately
(no later than 60 minutes) inform Broker of its rejection. Carrier acknowledges that if Carrier
fails to inspect the equipment when it has the opportunity to do so, Carrier assumes liability
related to such failure, for damage or loss to product cargo transported in such equipment.

All vehicles used for the transportation of pasteurized milk and milk products shall be
constructed and operated so that the milk and milk products are maintained at 7ºC (45ºF) or
less and are protected from contamination. Milk tank cars, milk tank trucks, and portable
shipping bins shall not be used to transport or contain any substances that may be toxic or
harmful to humans.

Carrier will maintain compliance with California TRU Regulation under California Code of
Regulations Title 13, Division 3, Chapter 9, Article 8, Section 2477, as applicable.

6. Shipping Document Execution. Carrier is to be named on the bill of lading as the

“carrier of record.” CARRIER shall ensure that all document used in connection with any
shipment under this Agreement, including all Bill of Lading, Freight Bills, and/or Receipt, name
BROKER as the “Broker,” MOTOR CARRIER as the “Carrier,” SHIPPER or CONSIGNOR as
the “Shipper,” and RECEIPEANT or CONSIGNEE as the “Receiver.” Without limiting the
foregoing, CARRIER agrees that the designation in any such document to the BROKER as
the “Carrier” “Shipper” or Receiver shall not change BROKER’s status as a Property Broker or
CARRIER’s status as a Motor Carrier.

7. INDEMNIFICATION. CARRIER WILL INDEMNIFY, DEFEND AND HOLD

HARMLESS BROKER, ITS AFFILIATES, AND ITS CUSTOMERS (AS INTENDED THIRD
PARTY
BENEFICIARIES) FROM ANY AND AGAINST ALL LOSSES (as defined below) ARISING
OUT OF OR IN CONNECTION WITH THE TRANSPORTATION SERVICES PROVIDED
UNDER THIS CONTRACT, INCLUDING THE LOADING, UNLOADING, HANDLING,
TRANSPORTATION, POSSESSION, CUSTODY, USE OR MAINTENANCE OF CARGO OR
EQUIPMENT OR PERFORMANCE OF THIS CONTRACT (INCLUDING BREACH HEREOF)
BY CARRIER OR ANY CARRIER REPRESENTATIVE. CARRIER’S OBLIGATION TO
INDEMNIFY AND DEFEND SHALL NOT BE AFFECTED BY ALLEGED NEGLIGENCE OR
WILLFUL MISCONDUCT OF BROKER, ITS AFFILIATES OR CUSTOMERS. IT IS THE
INTENT OF THE PARTIES THAT THIS PROVISION BE CONSTRUED TO PROVIDE
INDEMNIFICATION TO BROKER, ITS AFFILIATES AND CUSTOMERS TO THE MAXIMUM
EXTENT PERMITTED BY LAW. IF THIS PROVISION IS FOUND IN ANY WAY TO BE
OVERBROAD, IT IS THE PARTIES INTENT THAT THIS PROVISION BE ENFORCED TO
ALLOW INDEMNIFICATION TO THE MAXIMUM EXTENT PERMISSIBLE. “Losses” mean
any and all losses, liabilities, obligations, personal injury, bodily injury, property damage, loss
or theft of property, damages, penalties, actions, causes of action, claims, suits, demands,
costs and expenses of any nature whatsoever, including reasonable attorneys’ and paralegals’
fees and other costs of defense, investigation and settlement, costs of containment, cleanup
and remediation of spills, releases or other environmental contamination and costs of
enforcement of indemnity obligations.

8. Carrier’s Cargo Liability. Carrier assumes full liability for the greater of replacement
cost, Shipper’s/Consignor’s commercial invoice or market value for loss, damage, or
destruction of any and all goods or property tendered to Carrier by Broker, and for the full
course of carriage. Carrier shall inspect each load at the time it is tendered to Carrier to assure
its condition. If Carrier is tendered a load which is not in suitable condition, it shall notify Broker,
immediately. Cargo which has been tendered to Carrier intact and released by Carrier in a
damaged condition or lost or destroyed subsequent to such tender to Carrier, shall be
conclusively presumed to have been lost, damaged or destroyed by Carrier unless Carriercan
establish otherwise by clear and convincing evidence. Deliveries with broker seals shall be
rejected and declared a total loss for which the Carrier is held responsible.

Carrier shall either pay Broker directly or allow Broker to deduct from the amount Broker owes
Carrier, the amount of Customer’s full actual loss. Carrier agrees that it will assert no lien
against cargo transported hereunder. Broker shall deduct from the amount Broker otherwise
owes Carrier, the Customer’s full actual loss of all claims that are not resolved within ninety
(90) days of the date of the claim. Carrier agrees to indemnify Broker, for any payments
relating to such loss or damage incurred hereunder. In the event of an accident, Carrier shall
notify Broker immediately for further instructions. Carrier shall return all damaged shipments
at its expense to the point of origin or to other points as instructed by Broker. Claims notification
& salvage procedures will be followed in accordance with the procedure described in 49
C.F.R. §370.1-11. Carrier will make all payments pursuant to the provisions of this Section
within thirty (30) days following receipt by Carrier of Customer’s invoice or demand and
supporting documentation for the claim.

8.1 Salvage Claims. Carrier shall waive any and all right of salvage or resale of any
of Customer’s damaged goods and shall, at Broker’s reasonable request and
direction, promptly return or dispose, at Carrier’s cost, any and all of Customer’s
damaged and goods shipped by Carrier. Carrier shall not under anycircumstance
allow Customer’s goods to be sold or made available for sale or otherwise
disposed of in any salvage markets, employee stores, or any other secondary
outlets. In the event that damaged goods are returned to Customer and salvaged
by Customer, Carrier shall receive a credit for the actual salvage value of such
goods.

9. Governing Law; Consent to Jurisdiction and Integration. This Contract will be

construed, to the extent not pre-empted by applicable federal law, under the laws of the State
of California, without giving effect to any choice or conflict of law rules. Broker and Carrier
waive all right to trial by jury in any action, suit or proceeding brought to enforce or defend any
rights or remedies under this Contract. Each of the parties hereby irrevocably and
unconditionally (i) submits to the exclusive jurisdiction of any federal or state court sitting in
California in any suit, action or arising out of, connected with, related to, or incidental to the
relationship established among them in connection with this Contract and (ii) waives, to the
fullest extent permitted by law, any objection to venue or any defense of inconvenient forum in
connection with any such court; provided however that jurisdiction for disputes regarding
claims brought by third parties requiring Carrier’s indemnification hereunder may be effected
in the courts where such third party claims are filed. This written Agreement, together with any
load confirmation, contains the entire agreement between the parties and may only be modified
by signed written agreement.
 9.1 Safety Rating. Carrier shall endeavor to maintain a satisfactory U.S. DOT Safety
Rating but under no circumstances is Carrier allowed to provide services under
this contract if their safety rating falls to “unsatisfactory.”

10. Confidentiality Obligations. Carrier acknowledges that in carrying out this Contract,
it will learn proprietary information about Broker and its business, including its rates, services,
personnel, computer systems, Customers, traffic volumes, origins and destinations,
commodity types, shipment information and business practices (the “Information”). During this
Contract’s term and for 12 months after its termination, Carrier will hold the Contract provisions
and Information in confidence, restrict disclosure to those Carrier Representatives with a need
to know, and not use the Information to Broker’s competitive detriment or for any purpose
except as contemplated hereby. Carrier may disclose Information to the extent required by a
governmental agency or under a court order, provided that Carrier notifies Broker of such
requirements before disclosure.

10.1 Non solicitation of Customers. During this Contract’s term and for 9 months
after its termination, Carrier will not, and will cause the Carrier Representatives
not, to directly or indirectly solicit or provide transportation services to any
Customer without Broker’s prior written consent if (a) that Customer first became
known to Carrier as a result of Broker’s engagement of Carrier, (b) the type of
transportation services, such as the origins and destinations served or commodity
types, provided to that Customer first became known to Carrier as a result of
Broker’s engagement of Carrier or (c) the first shipment transported by Carrier for
that Customer was tendered to Carrier by Broker. If Carrier or any Carrier
Representative solicits a Customer in violation of this Section, Carrier shall pay to
Broker as a commission 10% of the total charges, with a maximum of US$200per
shipment, for transportation services provided by Carrier to such Customer.

11. Savings Clause. If any provision of this Agreement or any Transportation Schedule
is held to be invalid, the remainder of the Agreement or the Transportation Schedule shall
remain in force and effect with the offensive term or condition being stricken to the extent
necessary to comply with any conflicting law.

12. This Agreement shall be for the period of one (1) year and shall be automatically
renewed unless cancelled. Either party may terminate this Agreement upon fifteen (15) days
written notice. By signatory hereto, CARRIER represents that it has the authority and ability
to enter in legally binding contracts and that CARRIER agrees to be bound by the terms and
conditions of this Agreement effective immediately.
CARRIER COMPANY PROFILE

Pay To
Do you use a Factoring Company?
Pay To Company Name:
Address:

City:
State / Province:
ZIP / Postal Code:
Pay To Contact First Name:
Pay To Contact Last Name:
Email:
Phone:
Fax:

Dispatch
Name:
Email:
Phone:

Driver and Truck Details

Driver 01 Name
Driver 02 Name
Truck Number
Trailer Number
Phone Number

Accounting
First Name:
Email:
Phone:
Fax:

___________________________________________________________________

ACCRETION LOGISTICS SOLUTIONS LLC

BROKER CARRIER

Signed By: Signed By:

Date: Date: _____