This Contract for Services is made effective as of this day of , 2021, by and between Official Logistics Inc. of 4524 West Palo Alto #204, Fresno, CA 93722- 2952 (the “BROKER”) and of (the  “CARRIER”), individually (a “Party”) and collectively (the “Parties”).  

CARRIER hereby represents and warrants that it:  

i. is an operator of commercial motor vehicles and/or a motor carrier, authorized to  provide the transportation of goods under contracts with shippers and receivers and/or brokers of  materials, wares, merchandise, and general commodities, and  

ii. shall transport the goods (property), under its own Operating Authority and subject  to the terms of this Agreement, and  

iii. makes the representations herein for the purpose of inducing BROKER to enter into  this Agreement, and  

iv. agrees that a Shipper’s insertion of BROKER’s name as the carrier on a bill of  lading shall be for the Shipper’s convenience only and shall not change BROKER’s or  CARRIER’s status as defined above, and  

v. will not re-broker, assign, or interline the shipments hereunder 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. CARRIER will be liable for consequential  damages for violation of this Section, and 

vi. is in, and shall maintain compliance during the term of this Agreement, with all  applicable federal, provincial (or state) and local laws relating to the provision of its services  including, but not limited to: transportation of Dangerous Goods (or Hazardous Materials),  (including the licensing and training of drivers), to the extent that any shipments hereunder  constitute Dangerous Goods (or Hazardous Materials); security regulations; customs regulations;  owner/operator lease regulations; loading and securement of freight regulations; implementation  and maintenance of driver safety regulations including, but not limited to, hiring, controlled  substances, and hours of service regulations; sanitation, temperature, and contamination  requirements for transporting food, perishable, and other products, qualification and licensing and  training of drivers; implementation and maintenance of equipment safety regulations; maintenance  and control of the means and method of transportation including, but not limited to, performance  of its drivers, and  

vii. CARRIER will notify BROKER immediately if any Operating Authority is  revoked, suspended, or rendered inactive for any reason; and/or if it is sold, or if there is a change  in control of ownership, and/or any insurance required hereunder is threatened to be or is  terminated, canceled, suspended, or revoked for any reason, and  

viii. CARRIER shall defend, indemnify and hold BROKER and its shipper customer  harmless from any claims, actions or damages, arising out of its performance under this  Agreement, including cargo loss and damage, theft, delay, damage to property, and personal injury  or death. BROKER shall not be liable to the CARRIER for any claims, actions, or damages due to  the negligence of the CARRIER, or the shipper. The obligation to defend shall include all costs of  defense as they accrue, and 

ix. does not have an “Unsatisfactory” safety rating issued by the Federal Motor Carrier  Safety Administration (FMCSA), U.S. Department of Transportation, or any provincial regulatory  authority and will notify BROKER in writing immediately if its safety rating is changed to  “Unsatisfactory” or “Conditional”, and  

x. authorizes BROKER to invoice CARRIER’s freight charges to the shipper or third  parties responsible for payment, and  

xi. has investigated, monitors, and agrees to conduct business hereunder based on the  creditworthiness of BROKER and is granting BROKER credit terms accordingly.  

A. Responsibilities of Broker  

The responsibilities of BROKER shall include:  

i. SHIPMENTS, BILLING & RATES: BROKER agrees to solicit and obtain freight  transportation business for CARRIER to the mutual benefit of CARRIER and BROKER.  BROKER shall inform CARRIER of (a) place of origin and destination of all shipments; and (b)  if applicable, any special shipping instructions or special equipment requirements, of which  BROKER has been timely notified.  

ii. BROKER agrees to conduct all billing services to shippers. CARRIER shall invoice  BROKER for its (CARRIER’s) charges, as mutually agreed in writing, by fax, or by electronic  means, contained in BROKER’s Load Confirmation Sheet(s) incorporated herein by reference.  

iii. RATES: Additionally, any rates, which may be verbally agreed upon, shall be deemed confirmed in writing where CARRIER has billed the agreed rate and BROKER has paid  it. All written confirmations of rates, including confirmations by billing and payment, shall be  incorporated herein by reference, including but not limited to stop-offs, detention, loading or 

unloading, fuel surcharges, or other accessorial charges, released rates or values, or tariff rules or  circulars, shall only be valid when specifically agreed to in signed writing by the Parties.  iv. PAYMENT: The Parties agree that BROKER is the sole party responsible for  payment CARRIER’s charges. Failure of BROKER to collect payment from its customer shall not  exonerate BROKER of its obligation to pay CARRIER. CARRIER hereby waives the requirement  under any applicable statute or regulation for BROKER to maintain a trust account or be subject  to any trust obligations in respect of amounts of money owed to CARRIER hereunder. BROKER  agrees to pay CARRIER’s invoice within thirty (30) days of receipt of the bill of lading or proof  of delivery, provided CARRIER is not in default under the terms of this Agreement. If BROKER  has not paid CARRIER’s invoice as agreed, and CARRIER has complied with the terms of this  Agreement, CARRIER may seek payment from the Shipper or other party responsible for payment  after giving BROKER twenty (20) business days advance written notice. CARRIER shall not seek  payment from Shipper if Shipper can prove payment to BROKER.  

v. BOND: If applicable, BROKER shall maintain a surety bond on file with the  Federal Motor Carrier Safety Administration (FMCSA) in the form and amount not less than that  required by that agency’s regulations.  

vi. If applicable, BROKER will notify CARRIER immediately if its Operating  Authority is revoked, suspended, or rendered inactive for any reason; and/or if it is sold, or if there  is a change in control of ownership, and/or any insurance required hereunder is threatened to be or  is terminated, canceled, suspended, or revoked for any reason.  

B. Responsibilities of Carrier  

Responsibilities of Carrier shall include: 

i. EQUIPMENT: Subject to its representations and warranties in Section 1 above,  CARRIER agrees to provide the necessary equipment and qualified personnel for completion of  the transportation services required for BROKER and/or its customers. CARRIER will not supply  equipment that has been used to transport hazardous wastes, solid or liquid. CARRIER agrees that  all shipments will be transported and delivered with reasonable dispatch or as otherwise agreed in  writing.  

ii. BILLS OF LADING: CARRIER shall issue a Uniform Bill of Lading for the  property it receives for transportation under this Agreement. Unless otherwise agreed in writing,  CARRIER shall become fully responsible/liable for the freight when it takes/receives possession  thereof, and the trailer(s) is loaded, regardless of whether a bill of lading has been issued, and/or  signed, and/or delivered to CARRIER, and which responsibility/liability shall continue until  delivery of the shipment to the consignee and the consignee signs the bill of lading or delivery  receipt. Any terms of the bill of lading (including but not limited to payment terms) inconsistent  with the terms of this Agreement shall be controlled by the terms of this Agreement. Failure to  issue a bill of lading, or sign a bill of lading acknowledging receipt of the cargo by CARRIER  shall not affect the liability of CARRIER.  

iii. LOSS & DAMAGE CLAIMS: CARRIER shall comply with 49 C.F.R. §370.1 et  seq. and any amendments and/or any other applicable regulations adopted by the Federal Motor  Carrier Safety Administration, U.S. Department of Transportation, or any applicable federal, state  or provincial regulatory agency, for processing all loss and damage claims and salvage and  CARRIER liability for any cargo damage, loss or theft from any cause shall be determined under  the Carmack Amendment 49 USC 14706 as governing shipments according to its terms CARRIER  indemnification liability for freight loss and damage claims under this Section shall include legal 

fees which shall constitute special damages, the risk of which is expressly assumed by CARRIER,  and which shall not be limited by any liability of CARRIER. Neither Party shall be liable to the  other for consequential damages without prior written notification of the risk of loss and its  approximate financial amount, and agreement to assume such responsibility in writing.  Notwithstanding the terms of 49 CFR 370.9, CARRIER shall pay, decline, or make a settlement  offer in writing on all cargo loss or damage claims within 60 days of receipt of the claim. Failure  of CARRIER to pay, decline or offer settlement within this 60-day period shall be deemed  admission by CARRIER of full liability for the amount claimed and a material breach of this  Agreement.  

iv. INSURANCE: CARRIER warrants to Broker (and to its shipper customers) that it  meets the following criteria: (a) Carrier shall maintain cargo insurance in the amount of not less  than $1,000,000.00 per shipment; (b) Carrier shall maintain public liability insurance in the amount  of not less than $1,000,000 as required by federal regulation (BMC-91 on file); (c) Carrier shall  maintain workers compensation insurance as required by state law; (d) Carrier shall agree to  provide certificates of insurance upon request; (e) Carrier shall maintain satisfactory U.S. DOT  safety ratings and is otherwise authorized to provide the proposed services; and (f) Carrier shall be  in compliance with all applicable laws. Any insurance coverage required by any government body  for the types of transportation and related services specified in a Transportation Schedule. All  insurance required by this Agreement or a Transportation Schedule must be written by an  insurance company having a Best’s rating of “B+” 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 under all of the Transportation Schedules. 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 foregoing insurance. Carrier shall, prior to providing transportation and  related services pursuant to this Agreement, name Broker as a certificate holder on each of the  foregoing insurance policies and shall cause its insurance company to issue a certificate to Broker,  evidencing the foregoing coverage. 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.  

v. ASSIGNMENT OF RIGHTS: CARRIER automatically assigns to BROKER all its  rights to collect freight charges from Shipper or any responsible third party on receipt of payment from BROKER.  

C. Independent Contractor  

It is understood and agreed that the relationship between BROKER and CARRIER is that of an  independent contractor and that no employer/employee relationship exists or is intended.  BROKER has no control of any kind over CARRIER, including but not limited to routing of  freight, and nothing contained herein shall be construed to be inconsistent with this provision.  

D. Non-Exclusive Agreement  

CARRIER and BROKER acknowledge and agree that this contract does not bind the respective  Parties to exclusive services to each other. Either party may enter into similar agreements with  other carriers, brokers, or freight forwarders. 

E. Waiver of Provisions  

Failure of either Party to enforce a breach or waiver of any provision or term of this Agreement  shall not be deemed to constitute a waiver of any subsequent failure or breach and shall not affect  or limit the right of either Party to thereafter enforce such a term or provision. This Agreement is  for specified services pursuant to 49 U.S.C. §14101(b), where applicable. To the extent that terms  and conditions herein are inconsistent with Part (b), Subtitle IV, of Title 49 U.S.C. (ICC  Termination Act of 1995), the Parties expressly waive any or all rights and remedies they may  have under the Act.  

F. No Back Solicitation  

Unless otherwise agreed in writing, CARRIER shall not knowingly solicit freight shipments for a  period of months following termination of this agreement for any reason, from any shipper  when such shipments of shipper customers were first tendered to CARRIER by BROKER. In the  event of a breach of this provision, BROKER may seek injunctive relief, and in the event it is  successful, CARRIER shall be liable for all costs and expenses incurred by BROKER, including,  but not limited to, reasonable attorney’s fees.  

G. Confidential Information  

In addition to Confidential Information protected by law, statutory or otherwise, the Parties agree  that all of their financial information and that of their customers, including but not limited to freight  and brokerage rates, amounts received for brokerage services, amounts of freight charges  collected, freight volume requirements, as well as personal customer information, customer  shipping or other logistics requirements shared or learned between the Parties and their customers, 

shall be treated as Confidential, and shall not be disclosed or used for any reason without prior  written consent. In the event of a violation of this Confidentiality paragraph, the Parties and agree  that the remedy at law, including monetary damages, may be inadequate and that the Parties shall  be entitled, in addition to any other remedy they may have, to an injunction restraining the violating  Party from further violation of this Agreement in which case the prevailing Party shall be liable  for all costs and expenses incurred, including but not limited to reasonable attorney’s fees.  

H. Modification of Agreement  

This Agreement may not be amended, except by mutual written agreement or the procedures set  forth above (Section B(ii) and B(iii).  

I. Notices  

All notices provided or required by this Agreement shall be made in writing and delivered, return  receipt requested, to the addresses shown herein with postage prepaid, or by confirmed  (electronically acknowledged on paper) fax. The Parties shall promptly notify each other of any  claim that is asserted against either of them by anyone arising out of the Parties’ performance of  this Agreement. Notices sent as required hereunder to the addresses shown in this Agreement shall  be deemed sent to the correct address unless the Parties are notified in writing of any changes in  address.  

J. Term of Contract  

The term of this Agreement shall be one year from the date hereof, and thereafter it shall  automatically be renewed for successive one (1) year periods, unless terminated, upon fifteen (15) 

day’s prior written notice, with or without cause, by either Party at any time, including the initial  term. In the event of termination of this Agreement for any reason, the Parties shall be obligated  to complete the performance of any work in progress in accordance with the terms of this  Agreement.  

K. Severance  

In the event any of the terms of this Agreement are determined to be invalid or unenforceable, no  other terms shall be affected, and the unaffected terms shall remain valid and enforceable as  written. The representations, rights, and obligations of the parties hereunder shall survive  termination of this Agreement for any reason.  

L. Entire Agreement  

This Agreement contains the entire understanding of the Parties and supersedes all verbal or  written prior agreements, arrangements, and understandings of the Parties relating to the subject  matter stated herein. The Parties further intend that this Agreement constitutes the complete and  exclusive statement of its terms and that no extrinsic evidence may be introduced to reform this  Agreement in any judicial or arbitration proceeding involving this Agreement.  

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective  Date.  


 in his capacity as of  


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