INDEPENDENTCONTRACTOR AGREEMENT

August 30, 2023

TRUCK DRIVER INDEPENDENT
CONTRACTOR AGREEMENT

This Independent Contractor Agreement (“Agreement”) is made between
Universal Transit Corp with a mailing address of 40 Symmes DR, the City of Manalapan,
State of New Jersey (“Client”)
AND
with the principal place of business at ,
City of , State of (“Contractor”). The
Client and Contractor shall be known collectively as the “Parties.”
WHEREAS this Agreement shall be made effective on the day of
, 20 .
Party –
Client –
Weekly Gross Book –
THE PARTIES AGREE AS FOLLOWS:

  1. Services to Be Performed
    Contractor agrees to perform the following services: Provide transportation services upon
    the Client’s request. The transportation services include all the actions that are requested
    from of the Client itself or any of its representatives.
  2. Payment
    In consideration for the Services to be performed by Contractor, Client agrees to pay
    Contractor in the following manner.
    The Client is being paid once in a week.
    The Week includes all the calendrical days from Monday to Sunday.
    If the Contractor started performance of the service on any day except Monday the first
    performed week will include all the remaining days inclusive Sunday.
    The total amount to be paid by Client to Contractor is 25% (Twenty-Five) of the total
    Weekly Gross Book.
    If any brokerage expenses are related to any order the brokerage expenses will be
    deducted from the weekly income and the total amount payable to the Contractor will be
    calculated accordingly.

The first payment will be processed after 12 Calendrical days after the first week of
services has been performed.
The payment for the services performed within the 2nd and all the other weeks are paid
accordingly within 12 Calendrical after the week has been completed.
Contractor agrees to pay for the following service and charges for the included in
Appendix 1; Appendix 2; Appendix 3
If by the fault of the Contractor any payment that is related to the performed services is
on hold that should have been paid to the Client, the Client is allowed to hold the same
amount from the Contractor’s weekly payment unless the payment to Client is issued.

  1. Expenses
    The Client shall be responsible for all expenses incurred while performing Services
    under this Agreement. This includes automobile, truck, and other travel expenses;
    vehicle maintenance and repair costs; If any type of expense has occurred by the fault
    of the contractor, the Contractor agrees to reimburse all the expenses within 5
    calendrical days upon the request. Vehicle and other license fees and permits;
    insurance premiums; road, fuel, and other taxes; and all salary, expenses, and other
    compensation paid to Contractor to complete the work under this Agreement.
    The Client shall not reimburse to Contractor for any expenses that are not supported by
    the invoice and receipt. The expenses that are covered by the invoice and receipt and
    are related to the service provided within this agreement shall be reimbursed to the
    Contractor within thirty (7) days after receipt of the request.
  2. Vehicles and Equipment
    Client will furnish all vehicles, equipment, tools, and materials used to provide the
    Services required by this Agreement. The client will not require the Contractor to rent
    or purchase any equipment, product, or service as a condition of entering into this
    Agreement.
  3. Independent Contractor Status
    Contractor is an independent contractor, and neither Contractor nor Contractor’s
    employees or contract personnel are, or shall be deemed, Client’s employees. In its
    capacity as an independent contractor, Contractor agrees and represents, and Client
    agrees, as follows:
    Contractor does not have the right to perform Services for others during the term
    of this Agreement.
    Contractor does not have the sole right to control and direct the means, manner, and
    method by which the Services required by this Agreement will be performed. Client
    shall select the routes taken, starting and quitting times, days of work, and order the
    work to be performed.

Contractor has the right to hire assistants as subcontractors or to use employees to
provide the Services required by this Agreement.
The Contractor or Contractor’s employees or contract personnel shall be required
to wear any uniforms provided by the Client.
The Services required by this Agreement shall be performed by Contractor,
Contractor’s employees, or contract personnel, and Client shall not hire, supervise, or
pay any assistants to help Contractor.
Neither Contractor nor Contractor’s employees or contract personnel shall receive any
training from Client in the professional skills necessary to perform the Services
required by this Agreement.
Contractor shall be required by Client to devote full time to the performance of the
Services required by this Agreement.

  1. Business Licenses, Permits, and Certificates
    The Contractor represents and warrants that Contractor and Contractor’s employees,
    and contract personnel will comply with all federal, state, and local laws requiring drivers
    and other licenses, business permits, and certificates required to carry out the Services
    to be performed under this Agreement.
  2. State and Federal Taxes
    Client shall not: Withhold FICA (Social Security and Medicare taxes) from Contractor’s
    payments or make FICA payments on Contractor’s behalf; Make state or federal
    unemployment compensation contributions on Contractor’s behalf; or withhold state or
    federal income tax from Contractor’s payments.
    Contractor shall pay all taxes incurred while performing Services under this
    Agreement—including all applicable income taxes and, if Contractor is not a
    corporation, self-employment (Social Security) taxes. Upon demand, Contractor shall
    provide Client with proof that such payments have been made.
  3. Fringe Benefits
    Contractor understands that neither Contractor nor Contractor’s employees or contract
    personnel are eligible to participate in any employee pension, health benefits, vacation
    pay, sick pay, or other fringe benefit plan of Client.
  4. Unemployment Compensation
    The Client shall make no state or federal unemployment compensation payments on
    behalf of the Contractor or Contractor’s employees or contract personnel. The
    Contractor will not be entitled to these benefits in connection with work or Services

performed under this Agreement.

  1. Workers’ Compensation
    The Client shall not obtain workers’ compensation insurance on behalf of the
    Contractor or Contractor’s employees. If Contractor hires employees to perform any
    work under this Agreement, Contractor will cover them with workers’ compensation
    insurance to the extent required by law and provide Client with a certificate of
    workers’ compensation insurance before the employees begin work.
  2. Insurance
    Client shall provide and obtain the following insurance coverage and maintain it during
    the entire term of this Agreement:
    Automobile liability insurance for each vehicle used in the performance of this
    Agreement — including owned, non-owned (for example, owned by Contractor’s
    employees), leased, or hired vehicles — in the minimum amount of
    $150,000 combined single limit per occurrence for bodily injury and property
    damage.
    Comprehensive or commercial general liability insurance coverage in the minimum
    amount of $1,000,000 combined single limit, including coverage for bodily injury,
    personal injury, broad form property damage, contractual liability, and cross-liability.
    In case of any damage caused by the fault of the Contractor, The Contractor is obliged
    to reimburse the total amount of 2,500 (Two Thousand Five Hundred) US Dollars to the
    Client within 2 Working days from the moment of occurring the damage or the total
    amount will be deducted from the weekly payment.
    Before commencing any Services, the Contractor shall provide the Client with proof
    of this insurance and with proof that Client has been made an additional insured
    under the policies.
  3. Indemnification
    The Contractor shall indemnify and hold The Client harmless from any loss or
    liability arising from performing Services under this Agreement.
  4. Term of Agreement
    This agreement will become effective on the Effective Date after being signed by both
    parties and will terminate on the earlier of the date Contractor completes the Services
    required by this Agreement or the Client or Contractor terminates this Agreement in
    accordance with Section 14.
  5. Terminating the Agreement

With reasonable cause, either Client or Contractor may terminate this Agreement,
effective immediately upon giving written notice. Reasonable cause includes A material
violation of this Agreement; Any act exposing the other party to liability to others for
personal injury or property damage; or Contractor party terminating this Agreement at
any time by giving 15 days’ written notice to the other party of the intent to terminate.
The Client is eligible to terminate the agreement instantly without informing the other
partys

  1. Exclusive Agreement
    This is the entire Agreement between Contractor and Client.
  2. Modifying the Agreement
    This Agreement may be modified only in writing and signed by both parties.
  3. Resolving Disputes
    If a dispute arises under this Agreement, any party may take the matter to
    New Jersey state court, the authority of the county of
    Monmouth;
    If a dispute arises under this Agreement, the parties agree to first try to resolve the
    dispute with the help of a mutually agreed-upon mediator in Monmouth County, State
    of New Jersey. Any costs and fees other than attorney fees associated with the
    mediation shall be shared equally by the parties. If it proves impossible to arrive at a
    mutually satisfactory solution through mediation, the parties agree to submit the
    dispute to a mutually agreed-upon arbitrator in
    Monmouth County, State of New Jersey. Judgment upon the award rendered by the
    arbitrator may be entered in any court having authority to do so. Costs of arbitration,
    including attorney fees, will be allocated by the arbitrator.
  4. Confidentiality
    Contractor acknowledges that it will be necessary for Client to disclose certain
    confidential and proprietary information to Contractor for Contractor to perform duties
    under this Agreement. Contractor acknowledges that disclosure to a third party or
    misuse of this proprietary or confidential information would irreparably harm Client.
    Accordingly, Contractor will not disclose or use, either during or after the term of this
    Agreement, any proprietary or confidential information of Client without Client’s prior
    written permission except to the extent necessary to perform Services on Client’s
    behalf.
    Proprietary or confidential information includes:
    The written, printed, graphic, or electronically recorded materials furnished by Client for
    Contractor to use; Any written or tangible information stamped “confidential,”
    “proprietary,” or with a similar legend, or any information that Client makes reasonable
    efforts to maintain the secrecy of; Business or marketing plans or strategies, customer

lists, operating procedures, trade secrets, design formulas, know-how and processes,
computer programs and inventories, discoveries and improvements of any kind, sales
projections, and pricing information; Information belonging to customers and suppliers
of Client about whom Contractor gained knowledge as a result of Contractor’s Services
to Client;
Upon termination of the Contractor’s Services to Client, or at Client’s request,
Contractor shall deliver to Client all materials in Contractor’s possession relating to
Client’s business.
Contractor acknowledges that any breach or threatened breach of Section 18 of this
Agreement will result in irreparable harm to Client for which damages would be an
inadequate remedy. Therefore, Client shall be entitled to equitable relief, including an
injunction, in the event of such breach or threatened breach of Section 18 of this
Agreement. Such equitable relief shall be in addition to Client’s rights and remedies
otherwise available at law.

  1. Proprietary Information
    The product of all work performed under this Agreement (“Work Product”), including
    without limitation all notes, reports, documentation, drawings, computer programs,
    inventions, creations, works, devices, models, works-in-progress, and deliverables will
    be the sole property of the Client, and Contractor hereby assigns to the Client all right,
    title, and interest therein, including, but not limited to, all audiovisual, literary, moral
    rights and other copyrights, patent rights, trade secret rights, and other proprietary rights
    therein. The Contractor retains no right to use the Work Product and agrees not to
    challenge the validity of the Client’s ownership in the Work Product.
    Contractor hereby assigns to the Client all right, title, and interest in all photographic
    images and videos or audio recordings made by the Client during Contractor’s work for
    them, including, but not limited to, any royalties, proceeds, or other benefits derived from
    such photographs or recordings.
    The Client will be entitled to use the Contractor’s name and/or likeness use in
    advertising and other materials.
  2. No Partnership
    This Agreement does not create a partnership relationship. Contractor does not have
    authority to enter contracts on Client’s behalf.
  3. Other Indispensable Terms of Agreement
    21.1. The Contractor is obliged to make a security deposit initially for 2,500 (Two
    thousand five hundred) US Dollars within 2 business days from the moment the general
    agreement comes into force, or it would be deducted from the first salary of the
    Contractor.

21.2. The Contractor is not allowed to collaborate with the Client’s personnel beyond the
carrier company’s interests during or after the period of the contract agreement.
21.3. The Contractor is not allowed to collaborate with the Client’s personnel beyond the
carrier company’s interests from the moment of termination of the contract within the next
5 (Five) years.
21.4. If the Contractor violates the agreement terms which are defined by subclause 21.2
and subclause 21.3 of this agreement, the Contractor will be obliged to compensate the
total amount of 20,000 (Twenty Thousand) US Dollars within the 2 months from the
moment the violation date.
21.5. The Contractor is obliged to act according to the directives of the Client and
authorized personnel. The Contractor is not entitled to act willfully and conduct such
actions which are against the company’s policy.
21.6. The Contractor is not eligible to break and disregard the terms which are indicated
in an inner policy of a company, because it is the indivisible part of this agreement.
21.7. If the term which is defined by subclause 21.6 of this agreement is infringed on the
first occasion, the Client is eligible to give a written warning to the Contractor. On the
second occasion, the carrier is authorized to detain the 20% of the Contractor’s weekly
payable total amount. On the third occasion, the Client has the right to break the
agreement unilaterally.
21.8. Total amount of security deposit will be issued to the Contractor in 4 weeks from the
moment of the termination of the current agreement.

  1. Assignment and Delegation
    Either Contractor or Client may assign rights and may delegate duties under this
    Agreement.
    Contractor may not assign or subcontract any rights or delegate any of its duties
    under this Agreement without Client’s prior written approval.
  2. Applicable Law
    This Agreement shall be governed under the laws in the State of
    New Jersey, without giving effect to conflict of laws principles.
  3. Attachments
    There are additional attachments or addendums to this Agreement described as:

Appendix 1: Rates for Legal Services
Appendix 2: Internal Policy
Appendix 3: Code of Conduct
25.Signature Area
Client’s Signature Date
Print Name
Taxpayer ID Number (EIN/SSN/ITIN) ______
Contractor’s Signature Date
Print Name
Taxpayer ID Number (EIN/SSN/ITIN) ______

Appendix 1: Rates for Supporting Services

Nature of the case Service fees for Contractors
Paying Fines/violation – caused by Contractor $50
Settling/negotiating issues regarding delivery or pick-up. $120
settling/negotiating issues with the US Judicial System. $150
Preparing documentation for respective local authorities $180
Representing Driver’s interests at the administrative court. $200
Representing Driver’s interests in Private dispute Negotiable

Signature Area
Client’s Signature Date
Print Name
Taxpayer ID Number (EIN/SSN/ITIN) ______
Contractor’s Signature Date
Print Name
Taxpayer ID Number (EIN/SSN/ITIN) ______

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