This agreement (“Agreement”) is made and entered into on [INSERT DATE] by and between [CARGO/FREIGHT COMPANY NAME], with its principal place of business at [INSERT ADDRESS], (“Company”) and [INSERT DRIVER NAME], with a mailing address of [INSERT ADDRESS] (“Driver”) also individually referred to as “Party” and collectively as “Parties”.
WHEREAS, the Company is engaged in the business of providing cargo/freight transportation services, and Contractor is an independent contractor who owns or leases a commercial motor vehicle and provides transportation services.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:
- SCOPE OF SERVICES.
The Driver shall perform the services of transportation of cargo/freight for the Company in accordance with the Company’s instructions and schedule, subject to the terms and conditions of this Agreement.
- TERM.
This Agreement shall commence on the date first written above and shall continue until terminated by either Party upon thirty (30) days’ written notice to the other Party.
- EQUIPMENT.
- The Company shall provide and maintain at the Company’s expense a commercial motor vehicle suitable for the transportation of cargo/freight, which meets all applicable federal, state, and local laws, rules, and regulations.
- The Company shall be responsible for all expenses related to the operation of the commercial motor vehicle, including fuel, maintenance, repairs, and insurance.
- COMPENSATION.
- The Driver shall be paid a commission-based salary for each delivery made by the Company on a weekly basis. The actual commission rate will be mutually agreed upon between the Parties.
- The Driver acknowledges that the compensation agreed upon by the Parties is the only compensation to be paid to the Driver for services rendered pursuant to this Agreement, and that the Driver is not entitled to any other compensation, benefits, or reimbursement, unless otherwise agreed to in writing by the Parties.
- PAYMENT PRIORITY
The Company will not pay themselves until their Drivers are paid first.
- TERMINATION.
This Agreement may be terminated by either Party upon thirty (30) days’ written notice to the other Party for any reason or no reason at all. Notwithstanding the foregoing, Company may immediately terminate this Agreement upon Driver’s breach of any material provision of this Agreement.
- REPRESENTATIONS AND WARRANTIES.
The Driver represents and warrants that:
- The Driver is duly authorized to enter into and perform this Agreement;
- The Driver is in compliance with all applicable laws, rules, and regulations relating to the operation of a commercial motor vehicle; and
- The Driver has all necessary permits, licenses, and insurance to provide transportation services pursuant to this Agreement.
- INSURANCE.
The Company shall maintain, at the Company’s expense, liability insurance coverage in amounts not less than those required by applicable federal, state, and local laws, rules, and regulations, and shall provide the Driver with a certificate of insurance evidencing such coverage prior to the commencement of services pursuant to this Agreement.
- INDEMNIFICATION.
The Driver shall indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses, including reasonable attorneys’ fees and costs, arising out of or in connection with the Driver’s breach of this Agreement or the negligent or willful acts or omissions of the Driver.
- CONFIDENTIALITY.
- During this Agreement, either Party may have access to confidential or proprietary information of the other Party, including but not limited to trade secrets, business plans, financial information, and technical data (“Confidential Information”).
- Each Party agrees that it shall not use, disclose, or otherwise make available any Confidential Information of the other Party for any purpose other than the performance of its obligations under this Agreement, unless such disclosure is required by law.
- The receiving Party shall take reasonable measures to protect the Confidential Information of the disclosing Party from unauthorized use or disclosure and shall use the same degree of care to protect such Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
- This obligation of confidentiality shall survive the termination or expiration of this Agreement and shall continue for a period of 3 years from the date of disclosure of the Confidential Information. Upon the written request of the disclosing Party, the receiving Party shall promptly return or destroy all Confidential Information in its possession or control.
- The provisions of this clause shall not apply to Confidential Information that:
- Is or becomes publicly available without breach of this Agreement by the receiving Party;
- Was in the receiving Party’s possession prior to disclosure by the disclosing Party;
- Is obtained by the receiving Party from a third party without breach of any obligation of confidentiality owed to the disclosing Party; or
- Is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information.
- GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of the State of [INSERT STATE NAME], without giving effect to any choice or conflict of law provision or rule.
- DISPUTE RESOLUTION.
- Any dispute relating directly or indirectly to this Agreement between the Parties will be resolved through consultation and negotiation.
- Failure to resolve the dispute through consultation and negotiation, the Parties agree that the dispute shall be litigated in the courts, state and federal, of the State of [INSERT STATE NAME] and the Parties hereby consent to jurisdiction before such courts.
- GENERAL PROVISIONS.
- Binding Agreement
- This Agreement is binding upon the Parties, their participating Affiliates, and their respective successors and permitted assigns.
- The Company may wholly assign this Agreement or any part thereof to another party, whether pursuant to change of control, by operation of law or otherwise, with the other Party’s prior written consent.
- Entire Agreement
- This Agreement, including its Schedules, which are expressly incorporated herein by reference, constitutes the complete and exclusive statement of the agreement between the Parties as to the subject matter hereof and supersedes all previous agreements and understandings between the Parties.
- Severability
If any provision of this Agreement is held to be unenforceable or invalid, the other provisions shall continue in full force and effect.
- Force Majeure
- Neither Party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, fire, flood, strikes, war, epidemics, pandemics, shortage of power, telecommunications or Internet service interruptions, or other acts or causes reasonably beyond the control of that Party.
- The Party experiencing the force majeure event agrees to give the other Party notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re-commence performance as promptly as commercially practicable.
- No Waiver
The failure of either Party to insist on strict performance of any of the provisions hereunder shall not be construed as the waiver of any subsequent default of a similar nature.
- Amendment
Any amendments, changes, or additions to this Agreement shall be made in writing and signed by both Parties. Any such changes will be added as an addendum to this Agreement and will be captured on video and audio.
- Survival
All rights and obligations of the Parties under this Agreement that, by their nature, do not terminate with the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year first above written.
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[INSERT COMPANY NAME] (date)
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[INSERT CONTRACTOR/DRIVER’S NAME] (date)
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