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INDEPENDENT CONTRACTOR AGREEMENT
This independent contractor agreement (“agreement”) is made and entered into this by and between “TRUCKBOARD DISPATCH LLC”, located at 2380 DREW ST STE3, CLEARWATER FL referred as company and :
an entity or proprietor or authorized agento
whereas, company, an authorized motor carrier, desires to provide cars and cargo transportation utilizing independent contractors; and
whereas, contractor is separately engaged in the business of transporting freight by truck on behalf of the public; and
whereas, company and contractor intend to create and maintain under the terms of this agreement an entirely independent relationship and not a relationship of employer and employee; and
whereas, company desires to utilize the services and equipment of contractor, and contractor desires to hold out and render motor freight transportation service to the public, as well as to company, in the course of contractor’s established trade business and profession; and
whereas, contractor represents that he/she/it is the owner or is in possession of tractor/power units under valid lease agreement(s) and has legal authority to enter into this agreement and commit such tractor/power unit(s) for utilization under this agreement; and
whereas, company and contractor desire to enter into this agreement for the purpose of carrying out the foregoing purposes in accordance with the provisions set forth below.
Now, therefore, in consideration of the mutual covenants, terms, conditions and agreements contained herein, and for other good and valuable consideration the receipt and sufficiency of which the parties acknowledge, the parties mutually agree as follows:
1) company hereby agrees to offer to contractor, for transportation by and with contractors own equipment, one or more shipments per year, and contractor agrees to pick-up, transport, and deliver goods on behalf of company’s customers and furnish delivery services.
2) the contractor will use the vehicle(s) described in appendix a in support of its business, and represents that the vehicle(s) is/are owned, leased or is fully authorized to utilize the vehicle(s) in connection with the delivery services agreed to perform. the vehicular equipment must be maintained in a mechanical condition acceptable to the company and must comply with state and federal requirements.
3) the owner/operator are free to select their own routes or the order of their deliveries.
3.1) driver are not free to select their own routes or the order of their deliveries.
4) contractor, for the compensation set forth in exhibit a attached (% based agreement), shall use the equipment described in appendix a (equipment) and shall provide the necessary labor to transport, load and unload the freight, the transportation of which is made available by company to contractor. company agrees to make freight available for transportation by contractor. by performance of such services, contractor agrees that the only compensation for such services payable by company to contractor shall be the fee/ settlements, as set forth in exhibit attached
5) contractor shall comply, at all times, with all applicable laws and regulations governing performance of this agreement including, but not limited to, loading and securement of freight, driver safety regulations including but not limited to hiring, use of controlled substances, and hours of service, sanitation and temperature requirements for transporting food and other perishables, qualification and training of drivers for transporting hazardous materials ( if applicable) and non-hazardous materials, maintenance of equipment, and control of the means and method of transportation including but not limited to performance of contractor’s drivers.
Company shall comply with applicable federal and state laws and regulations relating to its performance hereunder. compliance with applicable laws and regulations by each of the parties shall be subject to verification by either of them at any time on reasonable request.
contractor shall comply with all laws, rules and regulations regarding passengers while providing freight transportation services for the benefit of company (49 cfr 392.60).
without limiting the foregoing, contractor agrees to maintain in contractor’s possession in the leased equipment during its operation at all times during the performance of this agreement, a copy of this agreement.
6) Payments rules:
company shall pay contractor the fee/settlement not later than 10 business days after receiving payment for delivered goods, and granted that contractor submitted to company the following shipping documents:
- driver’s logs as required by governmental authorities evidencing delivery of freight from point of pickup to point of destination;
- original bills of lading and/or delivery receipts;
and such other documents as company may require from to time that may be necessary for company to secure payment from a shipper
contractor shall promptly submit such documents to company as requested, and such other documents as may be required by law.
7) Contractor shall have the exclusive possession, control and use of the equipment utilized for performance of this agreement and shall assume complete responsibility for the safe operation of the equipment for the duration of this agreement.
Nothing in this paragraph shall be construed to create an employment relationship between the parties.
8) contractor shall retain all responsibility and pay for:
- all wages, hours, working conditions, workers’ compensation insurance, management, supervision, and all other aspects and requirements of any kind whatsoever related to the performance of this agreement;
- the selection, purchasing, leasing, financing, maintenance and utilization of the equipment;
- the selection of all routes, loading and unloading; the weighing measuring of all loads as required by law;
- All operating expenses of any kind whatsoever, including, but not limited to:
- fuel costs;
- fuel surcharges
- state permits and or licenses of all types, incl. transit and cargo related
- base plates and licenses;
- equipment maintenance and repair;
- road taxes;
- tolls and ferry charges;
- fines of all types except as otherwise provided in 49 c.f.r.§376.12(e);
- insurance including administrative costs procured by company for contractors benefit as provided for here in;
- all other levies or assessments of any kind related either directly or indirectly to contractor’s operation of its equipment or performance of this agreement.
- maintenance of required record keeping
9) Contractor is an independent contractor of company, and any and all persons hired or employed by contractor to perform services in connection with this agreement existing between company and contractor are the employees or agents of contractor, and not those of company.
Contractor has and shall retain sole financial and legal responsibility for compliance with all applicable workers’ compensation insurance requirements, withholding and employment taxes due to federal, state, or local governments on account of drivers, drivers’ helpers, and other workers necessary for the performance of contractor’s obligations hereunder.
Contractor agrees to indemnify, save and hold company harmless from any and all claims by contractor, contractor’s employees, contractor’s drivers, drivers’ helpers, agents, and any other workers used by it or by any federal, state or local governmental agency on account of wages, industrial accident, unemployment compensation claims, or workers’ compensation claims, tax, withholding and employment taxes, or any other actions arising from employment taxes, or any other actions arising from contractor’s relationship with its own employees.
It is further agreed that any property damage, bodily injury, and/or any other harm or damage sustained by contractor’s drivers or caused by contractor’s drivers to any other person or entity, as well as authorized o run authorized passengers will be the sole responsibility of contractor.
To fulfill contractor’s obligations under this paragraph, contractor agrees to:
- maintain in effect, at all times, workers’ compensation insurance as required by applicable state statutes and regulations, and all drivers, drivers’helpers, agents, and laborers used by ITIN the performance of this agreement;
- file and pay all applicable state and local income taxes, tax withholding, employment, unemployment, taxes and returns, federal heavy vehicle use tax forms and returns, all of which it may be required to file on account of its drivers, drivers’ helpers and agents, and laborers used by contractor in the performance in the performance of this agreement at the time and place specified in applicable federal, state and local laws and regulations and to report and pay when due all such taxes and contributions required to be paid in such forms and returns;
- with respect to the requirement of paragraph 8(a) and (b) above, furnish to company such evidence of compliance with the foregoing as company shall reasonably request.
10. the parties further agree as follows:
- a. contractor shall maintain insurance coverage for protection of the public pursuant to 49 u.s.c. §13906, and any applicable related regulations, as well as all amendments and modifications thereof, as adopted by the federal motor carrier safety administration or the federal highway administration, of the u.s. department of transportation.
- b. under no condition shall company be responsible for any damage to contractor’s equipment. contractor shall purchase and maintain insurance with respect to public liability and property damage. contractor shall provide company with proof of such insurance and name company as a certificate holder (see exhibit b).
- c. contractor shall hold company harmless and indemnify it on demand from any claims made against or loss or damage including but not limited to legal expenses and reasonable attorney fees incurred by company as a result of the operation, maintenance or use of the equipment, which is not directly authorized and directly related to the performance of this agreement.
- d. contractor may obtain the required insurance from any insurance company of its choosing. in the event contractor chooses to purchase the required insurance, or any other form of insurance coverage for the operation of contractors equipment, which company may make available as a convenience to contractor, company shall be and is hereby authorized to deduct the costs of such insurance along with the administrative charges for obtaining the insurance, directly from contractor’s fee.
- e. company is not in the insurance business and is not an agent of any insurance agency, carrier or underwriter that may issue insurance coverage purchased through company contractor waives any and all claims it may have at any time against company arising out of any failure on the part of any insurance agent, company or underwriter to cover or honor the terms and conditions of any insurance policy, which contractor may purchase through company
- f. contractor shall obtain and pay for, all public liability and property damage insurance respecting the use of the equipment while not being used in the service of company
- g. contractor shall pay company the deductible of any loss resulting from: (1) shortage, loss or damage to cargo while in the care, possession, or control of contractor, its agents or employees and/or (2) any loss covered by company’ property damage and personal liability insurance and/or (3) damage of any kind whatsoever to equipment and/or other property of company while in the possession of contractor, its agents, or employees. any monies due company under this provision may be deducted from any fee or settlement(s) monies due or to come due to contractor.
- deductible for cargo claim: $5,000.00
- deductible for liability claim: $2,500.00
11. contractor shall display all equipment identification as required by law. all equipment identification shall be provided by company and shall remain the property of company. such identification shall be removed by contractor and remain the property of company upon termination of this agreement.
12. the parties further agree as follows:
- this agreement may be terminated with or without cause by either party on thirty (14) days prior written notice. upon contractor’s terminating this agreement, he or she shall complete the transportation of any shipments accepted, and/or in transit, and perform all services required in connection herewith or be liable to company for any expenses or damages resulting from the failure to do so including but not limited to reasonable attorney fees.
- termination under paragraph 11(a) is made effective by mailing or delivering written notice to the other party at its last known mailing address. except as otherwise specifically provided herein, neither party shall be liable to the other for termination of this agreement, provided it complies with the terms of this paragraph.
- this agreement shall continue in effect for an initial period of (14) thirty days from the date first above written and there after renew automatically for successive thirty-day period sunless canceled by either party as provided for above.
14. contractor, by executing this agreement, authorizes company to deduct expenses, for the following items from any settlement(s) due or to come due to contractor under the terms of this agreement:
- as soon as a cargo and/or personal injury, property damage or other claims for loss and damage are reported to us, company will withhold the deductible from settlement(s) due or to come due in an open pending claim account until claims are verified and settled. if the insurance company closes the claim and no payment is made to the claimant, the deductible that was held in the open claims account will be credited back to the contractors settlement.
- base plate, license and permit fees as may be required by federal and state statutes, rules, regulations, and multi-jurisdictional agreements; provided a long with any administrative charges, for obtaining said base plate and permits;
- insurance premiums for any insurance, along with any administrative charges for obtaining said insurance, purchased by contractor through company;
- fuel and use taxes, as determined by federal and state statutes and related rules and regulations, multi-jurisdictional agreements and company’ computerized mileage systems;
- any advances made by company for operating expenses listed in paragraph 8(d) of this agreement; and
- any other deductions or set-offs authorized by this agreement or by contractor in writing.
15. contractor shall not assign, “trip lease”, broker, subcontract, interline, or otherwise arrange for the transportation of freight hereunder to any other carrier or third party, without the prior written consent of company. in the event of violation of this subparagraph, company shall have the right of paying the delivering carrier with no liability to contractor. additionally, contractor shall be liable to company for all resulting damages sustained, including, but not limited to, consequential damages and reasonable attorney’s fees.
16. in the event that contractor fails to complete a trip, abandons a shipment, or otherwise subjects company to liability, directly or indirectly related to contractor’s failure to perform (or to perform adequately), company shall have the right to complete performance in any reasonable manner or method, using the equipment or any substituted equipment, and contractor shall be liable to company for any and all costs, losses, and damages (including, but not limited to, reasonable attorney fees) that company may incur. company may charge contractor for any delivery costs, losses or damages (including reasonable attorney fees), either directly or, at company’ election, from settlement(s) due or to come due to contractor.
17. it is specifically understood and agreed that in the event contractor is a partnership, company may make full or partial payment/settlement(s) to any partner, and each partner holds company harmless as to disbursement made to any other partner. in the event contractor is a corporation, company may make full or partial payments/settlement(s) to any individual with apparent authority to bind the corporation and the corporation holds company harmless as to disbursements made to said individual.
18. The parties intend to create by this agreement an independent business relationship of company and contractor, and not an employer-employee relationship. Neither contractor nor its employees are to be considered employees of company at any time under any circumstances or for any purpose. Neither party is the agent of the other, and neither party shall have the right to bind the other by contract or otherwise except as herein specifically provided. Except as otherwise provided herein, in event of a material breach hereof by contractor, contractor shall be liable to company for all direct losses, expenses and costs incurred by company including, but not limited to, reasonable attorney’s fees. Contractor acknowledges that its sole relationship with company is as company’ independent contractor under this agreement, and that contractor, by virtue of this agreement, has no relationship with any third party, including without limitation any subsidiary or affiliate of company. This agreement, its exhibits, and documents provided in order to obtain payment constitute the entire agreement and understanding between the parties and shall not be modified, altered, changed, or amended in any respect unless in writing and signed by both parties.
19. waiver of any provision of this agreement shall not be deemed continuing waiver of that provision or any other provision of this agreement. company shall, as required by law, provide contractor with irs form 1099. contractor shall furnish company with either a tax identification number or social security number.
20. the parties agree to sign an original of this agreement. company shall keep the original, and contractor will begiven
21. this agreement shall be construed, interpreted and enforced in a manner consistent with 49 cfr 376.2, 376.11and 376.12 and in event of conflict with the terms of this agreement, the cited regulations shall be controlling.
22. the recitals above are contractual as well as recital.
in witness whereof, the parties hereto have executed this agreement as of the date first set forth above.
EXHIBIT A (COMPENSATION)
Exhibit a to independent contractor lease agreement compensation between company and contractor
compensation: contractor shall receive 30 % of the gross load.
the company’s fee is 70%.
- dispatcher services
- services of an accountant, billing to brokers, calculation, accounting of payments
- self-insured cargo liability coverage minimum $250 000
- paper article fee
- factoring of long payments
- ELD service: safety – management
- ELD service: commission
all applicable paperwork including cashier checks, certified funds, business checks, and any other payment method the contractor/driver will receive from the customers must be submitted to carrier no later that close of business day (5:00 pm) preceding thursday be paid on friday. If paperwork is not complete, contractor will be paid the following week on friday. Contractor will be provided either before or at the time of settlement(s) under this agreement, computer-generated document containing information.
EXHIBIT B (Limitation of Liability)
There are risks inherent to using our Services and you injure yourself.
You fully accept these risks and you agree that you will have no recourse to seek damages against even if you suffer loss or damage from using our platform and Services.
In legal, more complete language, to the extent permitted by law, we (and our group companies, suppliers, partners, and agents) will not be liable for any indirect, incidental, punitive, or consequential damages (including loss of data, revenue, profits, or business opportunities, or personal injury or death), whether arising in contract, warranty, tort, product liability, or otherwise, and even if we’ve been advised of the possibility of damages in advance.
Our liability (and the liability of each of our group companies, suppliers, partners, and agents) to you or any third parties under any circumstance is limited to the greater of one hundred dollars ($100) before the event giving rise to your claims.
Some jurisdictions don’t allow the exclusion or limitation of liability for consequential or incidental damages, so some of the above may not apply to you.
EXHIBIT С (Fine list)
During the term of this lease agreement Contractor is subject to the Fine list.
Contractor is obligated to follow all the company policies and if Contractor did not comply fine shall be placed against Contractor from the attached.
FAILURE TO REPORT AN ACCIDENT $1.000
FAILURE TO REPORT OR NOTIFY COMPANY OF SUSPENDED LICENSE $1.000 TERMINATION
FAILURE TO FOLLOW DELIVERY INSTRUCTIONS $500
FAILURE TO DEPOSIT COMPANY CHECK $500
OVER 70 MPH SPEED LIMIT $500
EXHIBIT С (Dispute Resolution)
If there’s a dispute, our Support Team is happy to help resolve the issue. If that doesn’t work and you live in the United States or Canada, your options are to go to small claims court or bring a claim in binding arbitration; you may not bring that claim in another court or participate in a non-individual class action claim against us.
This Dispute Resolution section applies only if you live in the United States or Canada. Most disputes can be resolved, so before bringing a formal legal case, please first try contacting our Support Team.
Either of us can bring a claim in small claims court in (a) Clearwater, Florida, (b) the county where you live, or (c) another place we both agree on, as long as it qualifies to be brought in that court.
Going to Arbitration
If we can’t resolve our dispute amicably, you and Golz Transportation LLC agree to resolve any claims related to these Terms (or our other legal terms) through final and binding arbitration, regardless of the type of claim or legal theory. If one of us brings a claim in court that should be arbitrated and the other party refuses to arbitrate it, the other party can ask a court to force us both to go to arbitration (compel arbitration). Either of us can also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.
The Arbitration Process
Any disputes that involve a claim of less than $10,000 USD must be resolved exclusively through binding non-appearance-based arbitration. A party electing arbitration must initiate proceedings by filing an arbitration demand with the American Arbitration Association (AAA). The arbitration proceedings shall be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer-Related Disputes. You and we agree that the following rules will apply to the proceedings: (a) the arbitration will be conducted by telephone, online, or based solely on written submissions (at the choice of the party seeking relief); (b) the arbitration must not involve any personal appearance by the parties or witnesses (unless we and you agree otherwise); and (c) any judgment on the arbitrator’s rendered award may be entered in any court with competent jurisdiction. Disputes that involve a claim of more than $10,000 USD must be resolved per the AAA’s rules about whether the arbitration hearing has to be in-person.
No Class Actions
We both agree that we can each only bring claims against the other on an individual basis. This means: (a) neither of us can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action; (b) an arbitrator can’t combine multiple people’s claims into a single case (or preside over any consolidated, class, or representative action); and (c) an arbitrator’s decision or award in one person’s case can only impact that user, not other users, and can’t be used to decide other users’ disputes. If a court decides that this “No class actions” clause isn’t enforceable or valid, then this “Dispute Resolution” section will be null and void, but the rest of the Terms will still apply.