S.M. LOGISTICS INC. AND INTREPID TRUCKING CORP

AGREEMENT

This agreement, entered into on this [insert date] by and between XXX INC.,
whose place of business is located at XXX
(hereinafter designated as “Owner Operator”) and XXX., whose place
of business is located at XXX, (hereinafter
designated as “Owner Operator”)

WHEREAS, Owner Operator is engaged in the transportation of general freights of all
kinds by truck as a contract Carrier and desires to transport goods for Carrier; and
WHEREAS, to facilitate such transportation and for the convenience in handling such
transaction, the parties have agreed to the terms and conditions under which transportation
shall be made, as hereinafter set forth.
NOW THEREFORE, in consideration of the premises and the mutual promises and conditions
herein contained it is hereby agreed as follows:
1. GENERAL PROVISIONS:
a. Owner Operator, in its operations hereunder, shall secure all permits, licenses and
approvals necessary for the accomplishment of the work to be done hereunder and
shall comply fully with all applicable laws, rules, orders and regulation of all
governments and agencies thereof, whether federal, state or local, and shall furnish
Carrier with satisfactory evidence thereof whenever requested to do so. Among other
things, Owner Operator shall provide to Federal Motor Carrier Safety Administration
certificate showing Owner Operator holds contract authority from such commission
covering the commodities and transportation routes to which this agreement relates,
and Owner Operator shall give immediate notice to Carrier of any cancellation or
modification of such authority. When transporting hazardous wastes, substances to
or materials pursuant this agreement, Owner Operator shall comply with all
applicable federal, state and local hazardous wastes, substances or materials laws
and regulations and shall furnish Carrier with satisfactory evidence thereof whenever
requested to do so.
b. For the purposes of this agreement, the owner operator shall provide the following
equipment;
I. Truck #XX
Make: XXX
Model: XXX
VIN: XXXII. Trailer #XXX
Make: XXX
Model: XXX
VIN:XXX

c. The Owner Operator hereby agrees to deliver for the Carrier all necessary
commodities and cargo.

d. All such cargo shall be transported hereunder in accordance with this agreement and
the provisions of Carrier’s tariff’s or service contracts applicable to such cargo. Cargo
shall include any containers in which goods are packed when received by Owner
Operator hereunder.
e. This agreement shall not be modified or altered unless in writing, signed by both
parties to this agreement.
f. This contract shall terminate all previous contracts between the parties hereto
relating to the transportation Freight all kinds and shall remain in full force and effect
for one (1) year from 1 st of January 2023 to the 31 st of December 2023, subject to the
right of termination by either party at any time on thirty (30) days’ notice in writing to
the other party, and, in the event of such termination at any time other than the end
of (1) or more years from date hereof, the minimum provided in paragraph 1 (b) shall
be reduced by the proportion the unexpired portion of the years bears to one (1)
year.
g. It is to be clearly understood and it is the intention of the parties hereto that Owner
Operator shall employ all persons operating trucks hereunder, that such persons
shall be and remain the employees of the Owner Operator, that the Owner Operator
shall be an independent contractor of the Carrier and that nothing herein contained
shall be construed to be inconsistent with that relation or status.
h. It is further to be clearly understood that where the Owner Operator engages any
subcontractor for any portion of the work hereunder, such engagement will not alter
the relationship of the Owner Operator to the Carrier as an independent contractor
and shall not establish any relationship or obligation between Carrier and any
subcontractor. Owner Operator will continue to be solely responsible for compliance
with or performance for any subcontractors actually doing such work and will
otherwise defend, indemnify and save harmless the Carrier, its agents and servants
from any such claims, liabilities, penalties and fines (whether criminal or civil),
judgments outlays and expenses (including attorney’s fees).
i. Owner Operator shall defend, indemnify and save harmless the Carrier, its agents
and servants from any and all liabilities, penalties and fines (whether criminal or
civil), judgments, outlays and expenses (including attorney’s fees) resulting from
Owner Operator’s failure or the failure of Owner Operator’s agents, employees,
subcontractors or representatives to comply with any applicable laws and
regulations, whether federal, state or local, or property arising out of the performance
of this agreement caused by the acts, failure to act or negligence of Owner Operator,
subcontractors, its agent, employees, or representatives.
j. Owner Operator will assume all liability for and will otherwise defend, indemnify and
save harmless the Carrier, its agents or servants from any and all liabilities, penalties
and fines (whether criminal or civil). Judgments, outlays and expenses (including
attorney’s fees) resulting from any release or discharge of hazardous wastes,
substances or materials that occurs during transportation and Owner Operator will
assume all responsibility and liability for cleanup of any release or discharge of
hazardous wastes, substances or materials that occurs during transportation and will

otherwise defend indemnify and save harmless the Shipper, its agents and servants
from any and all liabilities, penalties and fines (whether criminal or civil), judgments,
outlays and expenses (including attorney fees) resulting from the cleanup of any
such release or discharge.
k. Owner Operator will defend, indemnify and save harmless the Carrier, its agents and
servants from any and all liabilities, penalties and fines (whether criminal or civil in
nature), judgments, outlays and expenses (including attorney’s fees) resulting from
the Owner Operator’s failure or the failure of Carrier’s agents, employees,
subcontractors or representatives to perform any of the terms, conditions, promises
or covenants contained in this contract.
l. Carrier shall have full responsibility for all payments, benefits, and rights of
whatsoever nature to or on behalf of any of its employees and to ensure that its
subcontractor shall have the same responsibility.
m. It is further agreed by the parties hereto that Owner Operator is not to display the
name of Carrier upon or about any of the Owner Operator’s vehicles, without
Carrier’s written consent.
n. Any limitation on or exemption from liability in any tariff, receipt, bill of lading, or other
document issued by or on behalf of Owner Operator shall have no legal effect and
shall not otherwise apply with respect to shipments tendered by or on behalf of
Carrier unless specifically agreed in writing by the Owner Operator. Any limitations
on or exemptions from liability contained in a Owner Operator’s tariff, receipt, bill of
lading, or other document issued in conjunction with a specific shipment moving
under this Contract shall have no legal effect and shall not otherwise be applicable to
such shipments.
2. RECEIPTS OF GOODS:
a. Owner Operator agrees, upon receipt from Carrier of such quantities of Carrier’s
goods as may be tendered from time to time under this agreement by Carrier or by a
third party on behalf of Carrier to give Carrier a written receipt thereof, which shall be
prima facie evidence of receipt of such goods in good order and condition unless
otherwise noted upon the face of such receipt; and, in the case of transportation of
hazardous wastes, substances or materials such written receipt shall be prima facie
evidence of receipt of such wastes, substances or materials in a condition and
manner which complies with all applicable laws and regulations, whether federal,
state or local. In the event that Owner Operator elects to use a tariff, bill of lading,
manifest or other form of freight receipt or contract, any terms, conditions and
provisions of such bill of lading, manifest or other form shall be subject and
subordinate to the terms, conditions and provisions of this Agreement, and in the
event of a conflict between the terms, conditions and provisions of such tariff, bill of
lading, manifest or other form and this Agreement, the terms, conditions and
provisions of this Agreement shall govern.
b. Owner Operator agrees to take signed receipts upon forms satisfactory to Carrier
from all persons to whom deliveries shall be made, which receipts shall be retained
by Owner Operator for at least two (2) years and shall be available for inspection and

use of Shipper. As independent contractor Owner Operator can offer for Carrier
some cargo or provide connections with substitute broker or any person who has a
right to sell cargo (even privet sellers or small companies). Also Owner Operator can
help Carrier to find the other Operators for delivery cargo. In this case Carrier must to
pay commission for company as % from gross price.

3. CARE AND CUSTODY OF MERCHANDISE:
a. Owner Operator hereby assume the liability of an insurer of the prompt and safe
transportation of all goods entrusted to its care, and shall be responsible to Carrier
for all loss or damage of whatever kind and nature and howsoever, caused to any
and all goods entrusted to Owner Operator hereunder occurring, while same remains
in the care, custody or control of Owner Operator or to any other persons to whom
the Owner Operator may have entrusted said goods and before said goods are
delivered as herein provided or returned to Carrier.
b. On all occasions, refrigerated containers must be transported with an attached
generator set (nose mounted or under-slung) unless specifically advised by Carrier in
writing that a generator set is not required. It is the Owner Operator’s responsibility to
ensure a generator set is attached and running properly at the assigned temperature
at the time of interchange.
4. INSURANCE:
a. Owner Operator agrees to be a motor Carrier member in good standing with all
relevant authorities. Owner Operator further agrees to comply with the insurance
requirements of the Federal Motor Carrier Safety Administration and the states
through which the Owner Operator operates.
b. The Owner Operator agrees to carry cargo, personal injury, death, equipment and
general insurance and will promptly reimburse Carrier for the value of any goods
(including containers) lost or destroyed during the period of Owner Operator’s
responsibility under clause (3) (a).
c. The Owner Operator agrees to provide the appropriate certification and a copy of
each policy of insurance and renewals thereof or other satisfactory evidence that
Owner Operator has obtained insurance in compliance with the requirements and
terms of this agreement.
5. ASSIGNMENTS:
This contract cannot be assigned by Owner Operator without the written consent of Carrier.

6. COMPENSATION, COMMODITIES, TERRITORY:
The parties agree that Compensation and pay rate for the owner-operator shall be as follows:
i. The owner-operator receives 100% of revenue.
ii. The payment period from proof of delivery submission must be reasonable (no longer
than 15 days).

iii. Owner-operator has “right to inspect” carrier billing in the lease.
iv. Any charge-backs initially paid by the trucking company are typically charged to the
owner-operator.
v. Owner-operator is subject to 7% dispatch fee.
vi. There is $100 per invoice administrative fee
This agreement is to become effective upon signature by Carrier and Owner Operator.

7. CONFIDENTIALITY:
Owner Operator shall treat as confidential, and not to disclose to third parties, the terms of this
agreement or any information concerning the Carrier’s business including information regarding
suppliers, products and customers without in each instance obtaining Carrier’s written consent
in advance.

8. NOTICES:
All notices given pursuant to this agreement shall be given in writing by certified or registered
mail, return receipt requested, and addressed as directed by the parties from time to time.
Carrier: Intrepid Trucking Corp 7420 Unity Ave N Brooklyn Park, MN 55443
Owner-Operator: Shaun Mack DBA S.M. Logistics Inc. 3510 Dryer Park Drive Spring, TX 77373

9. APPLICABLE LAW:
To the extent state law applies, this agreement shall be governed by and interpreted in
accordance with the laws of the state of Texas.

/s/___________________________
XXX
OWNER OPERATOR
[date]
/s/___________________________
Intrepid Trucking Corp
CARRIER
[date]

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