DRIVER AGREEMENT
2.DURATION OF AGREEMENT
This agreement shall begin on the date indicated on the signature page and shall remain in effect for a period of not less than 30 days from the date, but may be terminated in accordance with the prevision on paragraph 4; provided, however, that this agreement may be terminated at any time in accordance with the provision of paragraph 8.
3.COMPENSATION
It is expressly understood and agreed that INDEPENDENT CONTRACTOR’S compensation shall be set forth in Appendix A and such compensation shall constitute that total compensation for everything furnished, provider, or done by INDEPENDENT CONTRACTOR in connection with this agreement including driver services. INDEPENDENT CONTRACTOR herby authorizes the deduction set forth in Appendix B and those deduction and charge back identified and referenced elsewhere in this agreement.
4.TERMINATION
Subject to provisions of paragraph 2, this Agreement may be terminated for any reason by giving
thirty [30] day written notice to that effect to the other party either personally, by mail, or by email shown at the end of this Agreement. INDEPENDENT CONTRACTOR shall, upon the termination of this Agreement, remove all CARRIER identifications from the equipment and return all of the CARRIER’S property including trailers, load blocks, chains, binders, paperwork and freight, to CARRIER’S nearest terminal. If INDEPENDENT CONTRACTOR fails to return the property or freight to CARRIER or remove all CARRIER identifications from the equipment within three [3] days after termination of this Agreement, INDEPENDENT CONTRACTOR shall pay CARRIER in initial payment of damage in the amount of thousand dollars [$1,000.00] as a pre-estimate of damage and not as a penalty, and CARRIER, may pursue all the remedies allowed by law or authorized in the Agreement, against INDEPENDENT CONTRACTOR.
5.INDEPENDENT CONTRACTORS RESPONSIBILITIES
A. Compliance with Pertinent Laws and Regulations
1.INDEPENDENT CONTRACTOR shall provide competent drivers who meet all the requirements of the U.S. Department of Transportation, including but not limited to, familiarity and compliance with state and Federal Motor CARRIER safety laws and regulations. To ensure compliance with such laws and regulations, all drivers will be required to submit to a pre- qualified medical examination and alcohol and or drug test by CARRIER’S physician, the cost of which shall be borne by INDEPENDENT CONTRACTOR and shall be an anatomized deduction as outlined in Appendix B.
2.INDEPENDENT CONTRACTOR shall carry a copy of this Agreement in the equipment all times
and file with CARRIER on a timely basis, all log sheets, inspection sheets in supporting document
[including original toll receipts for CARRIER for mileage tax purpose], physical examination certificates, tax and reports, and any other required data, documents or reports.
3.INDEPENDENT CONTRACTOR agrees that all bills of lading, waybills, freight bills, or other papers identifying the property carried on equipment during the period it is contracted shall be those of CARRIER, or as authorizes by CARRIER, and shall indicate that the property transported is under the responsibility of CARRIER or a CARRIER with which the equipment has been subcontracted.
4.INDEPENDENT CONTRACTOR or its drivers shall comply with CARRIERS drug alcohol policy, and any addenda or revisions thereto.
5.INDEPENDENT CONTRACTOR agrees to operate the equipment is safe and prudent manner at all times in accordance with the laws of the various jurisdictions in which the equipment will be
operated and pursuant to the operating authorities of CARRIER, and in accordance with all rules related to traffic and safety, highway protection and road requirements. Moreover, INDEPENDENT
CONTRACTOR agrees that all drivers and/or workers employed by INDEPENDENT CONTRACTOR will comply with the terms of this agreement while operating the equipment on behalf of INDEPENDENT CONTRACTOR.
6.INDEPENDENT CONTRACTOR shall exercise all diligent efforts to conduct the operation under this agreement in such manner as to assure continued customer satisfaction and specifically by [1] completing deliveries on-time;
[2] loading and unloading at times requested by shipper and consignee;
[3] delivering at the correct location; and
[4] being courteous to both the shipper and consignee.
[5] if needed INDEPENDENT CONTRACTOR must wait up to 7 days and not to expect pay
for that wait if the load is not ready to get offloaded off his trailer; he can not leave the trailer or any part of load anywhere besides the location requested by CARRIER, if INDEPENDENT CONTRACTOR decides to bring freight back to shipper or to leave it somewhere else braided requested location he will not be compensated for that trip and will be fined of minimum and not limited to $5,000.00 for all the effort CARRIER must go through.
B. Operational Expenses
1.INDEPENDENT CONTRACTOR shall, at its sole cost and expense, provide all equipment ready to operate and fully road worth and shall furnish all necessary oil, fuel, tires, and other parts, supplies and equipment necessary of required for the safe and efficient operation of such equipment; and shall pay all other expenses including to such operation, including, but not limited to, highway use taxes, weight taxes, state property taxes, mileage taxes, and registration fees, and toll charges, and detention and accessorial charges not collected by CARRIER because of INDEPENDENT CONTRACTOR’S failure to provide the required documents.
2.For the purpose of computing all state fuel taxes owed for the equipment, INDEPENDENT CONTRACTOR shall be responsible for providing CARRIER with an accurate account of all fuel purchases for the purposes of computing State fuel tax liability by submission of original fuel receipt. Furthermore, for the purposes of computing state fuel tax liability, INDEPENDENT
CONTRACTOR must account for all miles travel by state for each trip including all empty mileage.
3.INDEPENDENT CONTRACTOR shall be responsible for maintaining, and shall maintain the equipment in safe condition and in complete compliance with all laws and regulations of the state in which INDEPENDENT CONTRACTOR operates. INDEPENDENT CONTRACTOR shall, at its own expense, make the equipment available for inspection by CARRIER upon reasonable request by
CARRIER. Not less than Quarterly, INDEPENDENT CONTRACTOR shall, at its sole cost in expense, have the equipment inspected and/or maintained at an independent repair or maintenance facility authorized by CARRIER, INDEPENDENT CONTRACTOR shall, as directed by CARRIER, forward to CARRIER all inspection and maintenance records for the equipment.
4.INDEPENDENT CONTRACTOR or its drivers agree to pay all fines imposed for violations of any law or regulation by the state or any locality in which INDEPENDENT CONTRACTOR operates, the
Department of Transportation, or the Surface Transportation Board, where such violation result, at least partially, from the acts or omissions of INDEPENDENT CONTRACTOR.
5.INDEPENDENT CONTRACTOR shall have the duty to determine that all shipments are in compliance with the size and
weight laws of the states in which or through it will travel and to notify CARRIER if the vehicle is overweight or in need to permits before commencing the haul. CARRIER shall reimburse INDEPENDENT CONTRACTOR for all authorized scale expenses incurred by INDEPENDENT CONTRACTOR upon presentation of original scale tickets. Except when the violation results from the acts or omissions of INDEPENDENT CONTRACTOR, CARRIER shall assurance the risks and costs of fines for overweight and oversized trailers when such trailers are pre-loaded and sealed, or the load is containerized of for improperly permitted over dimensions and overweight loads, or the trailer leading is otherwise outside of INDEPENDENT CONTRACTOR’S control. INDEPENDENT CONTRACTOR shall pay, or reimburse CARRIER, for any costs or penalties due to INDEPENDENT CONTRACTOR’S failure to weight shipment or to notify CARRIER that the vehicle is overweight or in need of permits.
C. Cargo Claims
INDEPENDENT CONTRACTOR shall immediately report all cargo claims, including all shortages, overages or other exception to the cargo, to CARRIER. INDEPENDENT CONTRACTOR shall be liable for; and shall pay, up to the first two thousand five hundred [$2,500.00] for each cargo claim, including but not limited to, delay, missed delivery, and any direct damage claim related to lost, damaged, or contaminated loads, arising out of, or in connection with INDEPENDENT CONTRACTOR’S SERVICES; provided, however; that INDEPENDENT CONTRACTOR shall be responsible for the entire amount of such loss or damage if the incident is caused, in whole or in part, by the will full of intentional act or omission of INDEPENDENT CONTRACTOR or its Driver.
D. Use of Trailer
INDEPENDENT CONTRACTOR agrees to return any trailer provided for its use by CARRIER in the same good condition as received by INDEPENDENT CONTRACTOR, along with any and all other equipment, and property belonging to CARRIER immediately upon CARRIER’S request or upon termination of this Agreement anytime or place designated by CARRIER. In the even the trailer is not in as good condition as it was delivered by CARRIER, INDEPENDENT CONTRACTOR hereby authorizes CARRIER to restore the trailer to proper condition and to deduct or to charge INDEPENDENT CONTRACTOR for such repairs or reconditioning. INDEPENDENT CONTRACTOR shall obtain prior approval before undertaking any repair or maintenance work on any trailer provided for use by CARRIER in the event; INDEPENDENT CONTRACTOR for any reason fails to comply with this provision, INDEPENDENT CONTRACTOR agrees to reimburse CARRIER for all reasonable expense and costs
incurred by CARRIER in recovery of its trailer or property from INDEPENDENT CONTRACTOR or its drivers. INDEPENDENT CONTRACTOR agrees that in the event it is necessary for CARRIER to enter upon private property in order to recover its trailer or property. INDEPENDENT CONTRACTOR does herby irrevocably grant CARRIER or its duly authorized agents, permission to do so and further agrees to hold harmless CARRIER, or its duly authorized agents, from any from or liability whatsoever in connection with such repossession. INDEPENDENT CONTRACTOR shall be liable for, and pay, up to the first four thousand five hundred dollars [$4,500.00] for each incident involving direct, indirect and consequential damage including but not limited to, towing charges and reasonable attorney’s fees, arising out of, or in connection with INDEPENDENT CONTRACTOR’S use of CARRIER’S trailers. CARRIER’S customer’s trailers other equipment of CARRIER’S or the equipment of any other CARRIER; provided, however, that INDEPENDENT CONTRACTOR shall be responsible for the entire amount of any such loss or damage to any topped trailer or if the indecent is cause, in whole or in part, by the willful or international acts or omissions of INDEPENDENT CONTRACTOR or its Driver.
INDEPENDENT CONTRACTOR agrees to pay any charges incurred for tire wear and tear break wear as well as any other charges incurred.
E. Insurance
The responsibilities and obligations between CARRIER and INDEPENDENT CONTRACTOR involving insurance shall be as specified in paragraph 6[d] and appendix C. CARRIER shall have no insurance responsibilities or obligations pertaining to INDEPENDENT CONTRACTOR other than those expressly stated in this agreement or mandated by law.
F. Accidents and Claims
INDEPENDENT CONTRACTOR shall immediately report any accident or potential claims to CARRIER involving operations under this agreement, including and any contractor’s written report of such accident or claim. In the event, if the INDEPENDENT CONTRACTOR fails to notify CARRIER of the accident within two hours from the time of the accident or claim, INDEPENDENT CONTRACTOR shall be liable for any and all damages resulting from that failure to notify, including but not limited to consequential damages, fines, claims by third parties and reasonable attorney fees. INDEPENDENT CONTRACTOR and its drivers shall cooperate fully with CARRIER in the conduct of any legal action, regulatory hearing or other similar process arising from the operation of the equipment, the relationship created by this agreement or the services performed hereunder. INDEPENDENT CONTRACTOR shall, upon CARRIER’S request; provide written report or affidavits, attend hearings and trials and assists in securing evidence or obtaining the attendance of witnesses. INDEPENDENT CONTRACTOR shall provide CARRIER with any assistance as many as necessary for CARRIER or CARRIER’S representative or insurers to investigate, settle or litigate any accident, claim or potential claim by or against CARRIER.
G. Hold Harmless
INDEPENDENT CONTRACTOR agrees to defend, indemnifying and hold harmless CARRIER form any direct, indirect consequential loss, damage, fine, expense, including reasonable attorney’s fees, action, claim for injury to persons, including death, and damage to property which CARRIER may incur arising out of or in connection with INDEPENDENT CONTRACTOR’S obligations under this agreement or breech thereof. This provision shall remain in full force and effect both during and after the termination of this agreement.
H. Communication Equipment
The INDEPENDENT CONTRACTOR must provide cellular communication with the CARRIER.
I. Complete Transportation or Abandons of Load
If for a reason, INDEPENDENT CONTRACTOR shall fail to complete transportation of commodities in transit, or abandon a shipment or otherwise subjects CARRIER to liabilities to shippers or government agencies on account of the acts or omissions of INDEPENDENT CONTRACTOR en route. INDEPENDENT CONTRACTOR expressly agrees that CARRIER shall have the right to complete performance using the same or other trailer, and hold INDEPENDENT CONTRACTOR liable for the cost thereof and for any other such damages. INDEPENDENT CONTRACTOR hereby waves any defense against; CARRIER for such action and agrees to reimburse CARRIER for any cost and expenses arisen out of such completion of such trip, and to pay CARRIER any damages for which CARRIER may be liable to shipper arising out of such breach of contract by INDEPENDENT CONTRACTOR.
J. CARRIER’S RESPONSIBILITIES
A. Exclusive Possession and Responsibility
The equipment shall be for CARRIER’S exclusive possession, control, and used for the duration of this agreement. CARRIER shall assume complete responsibility for the operation of the equipment for the duration of this agreement. This subparagraph is set forth solely to conform to Federal Highway Administration regulations and shall not be used for any other purpose,
including any attempt to classify INDEPENDENT CONTRACTOR or any driver provided by the INDEPENDENT CONTRACTOR is an INDEPENDENT CONTRACTOR or an employee of the CARRIER.
B. Inspection of Equipment
CARRIER certifies that he was told to INDEPENDENT CONTRACTOR that before taking possession of the equipment and on an annual basis thereafter; the equipment was inspected by one INDEPENDENT CONTRACTOR.
C. Identification of Equipment
CARRIER shall identify the equipment in accordance with the requirements of the Department of
Transportation and appropriate State regulatory agencies, CARRIER shall have the right to place and maintain on the equipment CARRIER’S name and any lettering, advertisement, slogans or designs as CARRIER may choose. INDEPENDENT CONTRACTOR, at CARRIER’S cost expense shall allow CARRIER or any of CARRIES’S authorized agents to remove such identification at the termination of this agreement or while operating such equipment for any CONTRACTOR may have the identification permanently painted on the equipment. INDEPENDENT CONTRACTOR further agrees to keep the equipment in clean appearance and identified as described herein, at its sole cost of expense.
D. Insurance
Unless authorized to be self-insured, CARRIER shall maintain public liability, property damage, and cargo insurance in such amounts as are required by the Surface Transportation Board, Department of Transportation, and applicable states regulatory agencies. CARRIER shall maintain insurance coverage for the protection of the public pursuant to the Surface Transportation Board’s regulations. CARRIER’S self-insurance in no way restricts CARRIER’S right of indemnification from INDEPENDENT CONTRACTOR under paragraph 5 [G] and other provisions of this agreement.
7. INDEPENDENT CONTRACTOR NOT EMPLOYEE OF CARRIER
Is expressly understood and agreed that INDEPENDENT CONTRACTOR is and INDEPENDENT CONTRACTOR for the equipment and driver resources provided pursuant to this agreement; and that INDEPENDENT CONTRACTOR agrees to defend, indemnify and hold CARRIER harmless for any claims ,suits, or actions, including reasonable attorney fees in protecting CARRIER’S interests, brought by employees, any union, the public or state or federal agencies, arising out of the operation of the equipment; pursuant to this agreement. In this regard, INDEPENDENT CONTRACTOR herby assumes full control and responsibility for all hours scheduled and worked, wages, salaries, worker’s compensation and unemployment insurance, state and federal taxes, fringe benefits, and all other costs relating to the use of drivers provided by INDEPENDENT CONTRACTOR pursuant to this agreement proof of such control and responsibility shall be
submitted by INDEPENDENT CONTRACTOR to CARRIER as requested by CARRIER and may include but not be limited to proof of highway use tax being currently paid when the CARRIER purchases licensed; proof of income tax being currently paid; proof of payment of payroll tax for INDEPENDENT CONTRACTOR’S drivers and certificate of insurance containing a 30-day notice of
changed and cancellation clause, For the purpose of this section, the term INDEPENDENT CONTRACTOR REFERS to the owner. As required by law, CARRIER agrees to file information tax
returns [form 1099] on behalf of INDEPENDENT CONTRACTOR if INDEPENDENT CONTRACTOR is paid more than the statutory amount in compensation during the calendar year.
8. BREACH
Notwithstanding anything to the contrary in this Agreement, this Agreement; may be terminated, at any time, by either party in the event of a breach by the other of any term or obligation
contained in this Agreement. In the event of a breach and when practicable, written notice shall be served upon the breaching party, notifying such party of the breach and when practicable, written notice shall be served upon the breaching party, notifying such party of the breach and the termination of the Agreement; and reason[s] therefore. If, in CARRIER’S judgement, INDEPENDENT CONTRACTOR has subject CARRIER to liability because of INDEPENDENT CONTRACTOR’S act or omissions, CARRIER may take possession of the leading entrusted to INDEPENDENT CONTRACTOR and complete performances. In such event, INDEPENDENT CONTRACTOR shall waive any recourse against CARRIER for all direct or indirect costs,
expenses or damages including reasonable attorney’s fee incurred by CARRIER as a result of CARRIER’S taking possession of the lading and complete performance.
9. SETTLEMENT PERIOD
Carrier shall settle with INDEPENDENT CONTRACTOR with respect services provided under this Agreement within 90 calendar days after INDEPENDENT CONTRACTOR’S submission in proper form, of those documents necessary for CARRIER to secure payment, including, but not necessarily limited to, trip reports, bills of lading, delivery receipt or other proof of delivery, and property completed driver’s logs as required by the Department of Transportation. In addition, INDEPENDENT CONTRACTOR shall provide CARRIER with all original fuel receipts, toll tickets [for mileage tax purposes] and all other documents and reports requested by CARRIER but not as a condition for payment under this provision. CARRIER shall have the right to review all of INDEPENDENT CONTRACTOR’S documents and records relating to the use of the Equipment and to the series provided under this Agreement; and INDEPENDENT CONTRACTOR areas to provide CARRIER with access to such documents and records upon reasonable notice.
10.INDEPENDENT CONTRACTOR IS NOT REQUIRED TO PURCHASE PRODUCTS, EQUIPMENT, OR SERVICES FROM CARRIER. INDEPENDENT CONTRACTOR is not required to purchase or rent any products, equipment, or services from CARRIER as a condition of entering into this Agreement.
11.CHARGE BACK CARRIER shall charge back to INDEPENDENT CONTRACTOR at time of payment or settlement, all expenses set forth in Appendix B. and all other additional expenses that CARRIER has borne that, under this Agreement, INDEPENDENT CONTRACTOR is obligated to bear. CARRIER shall provide INDEPENDENT CONTRACTOR written itemization and documentation of all charge backs prior to making such charge backs.
12.FINAL SETTLEMENT
With respect to final settlement, the failure on the part of INDEPENDENT CONTRACTOR to allow CARRIER to remove and recover all identification devices and other property belonging to CARRIER shall constitute a breach of Agreement. Such breach shall entitle CARRIER to withhold any payments owned to INDEPENDENT CONTRACTOR until such obligations are met. The parties agree that; in addition to any other right, remedy or claim CARRIER may have, INDEPENDENT CARRIER shall pay CARRIER $100.00 per day for INDEPENDENT CONTRACTOR’S failure to allow CARRIER to remove and recover such property. CARRIER shall have a period of forty five [45] days after termination of the Agreement to verify the account if INDEPENDENT CONTRACTOR as to money owned and to make appropriate deductions before final settlement.
13. PASSANGER AUTHORIZATION
Pursuant to prohibitions under governmental regulations, INDEPENDENT CONTRACTOR agrees not to transport or allow being transported any unauthorized person or persons in the Equipment while in operation in the performance of the Agreement. CARRIER may immediately terminate this contract with INDEPENDENT CONTRACTOR if a violation of this provision occurs. INDEPENDENT
CONTRACTOR shall not allow any passengers to ride in the Equipment unless authorized in written by CARRIER as required by law. Before Passenger authorization will be given by CARRIER, INDEPENDENT CONTRACTOR [or its drivers] and the passenger requesting authorization shall submit a fully executed Passenger Authorization and Release of Liability form to CARRIER for prior approval.
14. LOADING AND UNLOADING
Except as set forth in Appendix A, INDEPENDENT CONTRACTOR shall be responsible for loading or unloading of property transported on behalf of CARRIER at INDEPENDENT CONTRACTOR’S sole cost and expense.
15. NON-COMPETE AGREEMENT
INDEPENDENT CONTRACTOR, in consideration of CARRIER entering into this Agreement; hereby consents and agrees, during the term of this Agreement and for a period of one [1] year after its termination, not to engage, directly or indirectly, individually or as an employee, officer, director, shareholder, owner, partner, contractor, dispatcher, or consultation any entity or soliciting, transporting, or handling business of any customer of CARRIER served by CARRIER while INDEPENDENT CONTRACTOR was under contract to CARRIER. In addition, during the term of this Agreement and for a period of one [1] year after its termination, INDEPENDENT CONTRACTOR agrees not to solicit, employ or entice any employees of CARRIER or contractors under contract to CARRIER, as liquidate damages and not as a penalty, an amount equals to thirty-five percent [35%] of the gross revenue of any and all business obtained by INDEPENDENT CONTRACTOR by virtue of INDEPENDENT CONTRACTOR’S breach of this non-complete
agreement; from a period of one [1] year thereafter as just and reasonable compensation to CARRIER, and the parties further agree that INDEPENDENT CONTRACTOR shall pay CARRIER all costs of collecting these liquidated damages, including reasonable attorney fees. If requested, INDEPENDENT CONTRACTOR shall provide CARRIER, within then [10] days of such request all information and documentation regarding provide such gross revenues to assist CARRIER in verifying that the correct amount of liquidated damages is paid. In the event that any provision on these Agreement is found by a court of competent jurisdiction to be void illegal or invalid, the remaining provisions shall nevertheless be binding with the same force and effect as if the void, illegal or invalid pats were deleted.
16. BENEFIT
This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors.
17. NOTICE
All notice provisions of this Agreement shall be writing delivered personally, by postage prepaid, first class mail, email, or by facsimile machine to the addressees of fax number shown at the end of this agreement.
18. COMPLETE AGREEMENT
This Agreement, including any Appendixes attached, constitutes the sole, entire and existing Agreement between the parties herein and expresses all prior Agreements and undertakings, orally and written, expressed or implied, or practices, between parties and expresses all
obligations and restrictions imposed on each of the respective parties during its term, except those specifically modified or changed by mutual written agreement between CARRIER and INDEPENDENT CONTRACTOR. This Agreement shall be deemed to have been drawn in accordance with the statues and laws of the state of Missouri and in the event of any disagreement of litigation, the laws of this state shall apply and lawsuits must be brought in this state, except that CARRIER may bring lawsuits against INDEPENDENT CONTRACTOR in any state where INDEPENDENT CONTRACTOR resides or is located.
