CARRIER PACKET

Thank you for the opportunity to begin a successful transportation partnership relationship with D&M Carriers LLC d/b/a Freymiller. To finalize please complete the required on-line Carrier setup packet documents and attach the items below to complete and execute full Carrier setup.

1. Brokerage Contract (Carrier on-line packet)
2. Carrier Profile (Carrier on-line packet)
3. If you operate in California: California Air Resources Board (CARB) equipment compliance statement (sign attached if applicable)
4. MC/Operating authority (Attach with Carrier on-line packet or email to Logistics Rep)
5. W-9 Request for Taxpayer ID Number (Attach with Carrier on-line packet or email to Logistics Rep)
6. Insurance certificate with "D&M Carriers LLC dba Freymiller" as certificate holder (Attach with Carrier on-line packet or email to Logistics Rep)
7. Three (3) trade references, brokers/carriers you've conducted business with (Attach with Carrier on-line packet or email to Logistics Rep)

Respectfully,

D&M Carriers LLC d/b/a Freymiller
Oklahoma City Logistics Division

THIS AGREEMENT entered into this day, by and between D&M CARRIERS, LLC d/b/a FREYMILLER (hereinafter "Broker") at 8125 S.W. 15th Street, Oklahoma City, OK 73128, and Carrier (hereinafter "Carrier"), whose address is noted below:

In consideration of the mutual covenants and agreements herein contained, it is hereby agreed as follows:

1. The term of this Agreement shall be for a period of one (1) year, beginning on the date first set forth above ("Initial Term"). At the end of the Initial Term, and at the end of each subsequent renewal period (the "Renewal Term") of equal length, this Agreement shall automatically renew for another renewal period of equal length, unless written notice of non-renewal is given by either party to the other at least thirty (30) days prior to the end of the then current term of the Agreement. Nothing in this Paragraph 1 shall be construed as limiting or superseding any other right of cancellation or termination as may be specified in any other provision of this Agreement.


2. CARRIER represents that it has, and will have at all times material to this Agreement, such legal operating authority to allow it to lawfully discharge the obligations hereunder. CARRIER represents and warrants that it is authorized to lawfully transport, as a motor contract carrier, general commodities, (with a few exceptions), in interstate commerce between all points set forth in the Rate Confirmation Sheet attached hereto and incorporated by reference. BROKER does not sanction any Federal Motor Safety Carrier Act (herein referred to as “FMCSA”) violations in the acceptance and execution of transportation services of shipments or loads as outlined in the accompanying rate confirmation executed by the CARRIER. If CARRIER engages in double brokering or Co-Brokering of shipments and/or loads CARRIER agrees to all liability with no exclusions. CARRIER shall notify BROKER immediately in the event of any status change in its contract carrier operating authority, the occurrence of which shall give BROKER the right to immediately terminate this Agreement upon written notice to CARRIER.
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3. BROKER'S responsibility under this Agreement shall be limited to arranging for, but not actually performing, transportation of freight for shippers (each, a "SHIPPER"). Subject to paragraph 1, the term of this Agreement shall be from the date first written herein above until the date and time of expiration or cancellation of CARRIER'S cargo insurance policy. This Agreement shall automatically renew upon the new effective date of CARRIER'S cargo insurance. This Agreement may be canceled or terminated by either party hereto at any time upon thirty (30) days' advance written notice of one party to the other and BROKER and CARRIER shall have no obligations under this Agreement after the effective date of termination, except for any liability under this Agreement that accrues prior to termination or that expressly survives termination or expiration of this Agreement.


4. During the term of this Agreement, BROKER agrees to offer for shipment to the CARRIER, on a non-exclusive basis, such amounts of freight as BROKER may have available for those routes, SHIPPERS and rates set forth in a “Rate Confirmation Sheet”, a form of which is attached hereto and incorporated herein. Points of shipment and rates may be added and amended from time to time by mutually-agreed upon supplements to such “Rate Confirmation Sheet. CARRIER acknowledges that Shipper’s insertion of D&M Carriers LLC dba Freymiller or Freymiller Logistics name on the bill of lading, freight tender, or any other document shall be for Shipper’s convenience only and shall not change D&M Carriers LLC dba Freymiller or Freymiller Logistics status as a transportation broker. In the event BROKER’S name is listed on the bill of lading, shipping manifest or other similar document, as the carrier, Carrier shall cross-out or otherwise remove BROKER’S name and enter CARRIER’S name as applicable.
   
   The foregoing shall be the sole and exclusive compensation to BROKER. BROKER will pay freight charges to CARRIER within twenty-three (23) net days after receipt by BROKER of CARRIER’S freight bill, bill of lading, clear delivery receipt, lumper and pallet receipts (if any) and any other billing documents reasonably required by BROKER. CARRIER will report to BROKER and provide detailed and legible accessorial receipts to BROKER within 24 hours of occurrence as stated on CARRIERS rate confirmation sheet. In the event the BROKER is not compensated for accessorial charges then the CARRIER will not be reimbursed. Pallet account balances will be reconciled on a trip-by-trip basis, and deficit balances will be deducted automatically from the CARRIER’S freight bill. In the event service under this agreement is provided and it is subsequently discovered that there was no applicable rate in the existing schedule of rates or supplements thereto, the parties agree that the rate paid by BROKER and collected by CARRIER shall be a base rate of $0.50 per mile. CARRIER hereby waives and agrees that BROKER has the exclusive right to bill any and all freight charges to SHIPPER and any other related party for the transportation services provided herein, and, as such, CARRIER agrees to only look to BROKER for payment for freight charges and expenses provided under this Agreement and waives and agrees to refrain from, all collection efforts against any receiver, consignor, consignee or SHIPPER. CARRIER expressly waives all rights and remedies under Title 49 U.S.C., Subpart IV, Part B to the extent they conflict with this Agreement.


5. CARRIER agrees to transport all shipments, within its transportation capacities, offered by BROKER under terms of this Agreement and the "Rate
   
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   Confirmation Sheet" and their supplements. CARRIER agrees to comply with all federal, state and local laws regarding the provision of transportation services rendered hereunder. CARRIER shall transport all shipments pursuant to this Agreement on suitable equipment exclusively assigned for handling such shipments, with proper and sufficient securement of the cargo to prevent damage, and to pick-up and deliver without delay or damage. CARRIER shall immediately communicate to BROKER all occurrences which would be probable or certain to cause delay or damage and will be held liable for any special SHIPPER provisions for temperature and load adulterations or other specific instructions. CARRIER shall be solely responsible for all expenses incidental to its obligations hereunder. CARRIER shall perform its obligations under this Agreement as an independent contractor and not as an agent or employee of BROKER (except that, for avoidance of doubt, BROKER will exclusively invoice and collect freight charges from SHIPPER or other appropriate party).


6. CARRIER shall, unless otherwise directed in writing by BROKER, deliver to BROKER or any third party designated by BROKER, any goods that are damaged or refused while being transported under this Agreement. BROKER shall control the salvage of any damaged or refused goods transported hereunder. In the event CARRIER fails to report at time of occurrence any or all rejections, overages, shortages or damaged items resulting in a claim to BROKER, then CARRIER agrees to deduct from final settlement full costs associated with claim. CARRIER shall have no right to the salvage of any such damaged or refused goods, unless specifically authorized in writing by BROKER. CARRIER shall not withhold any goods of SHIPPER on account of any dispute as to rates or any alleged failure of BROKER to pay charges incurred under this Agreement. CARRIER is relying upon the general credit of BROKER and hereby waives and releases all liens which CARRIER might otherwise have to any goods of BROKER or a SHIPPER in the possession or control of CARRIER. CARRIER shall indemnify, defend and hold harmless BROKER and any SHIPPER, and the agents, directors, officers and employees of both, against and from any and all costs, losses, damages, settlements, legal fees and all other expenses relating to or arising from any and all claims of every nature or character (including, without limitation, claims for personal injury, death and damage to property, clean-up costs from commodity spills and damage to the environment) arising out of or in any way related to the performance or breach of this Agreement (including, without limitation, claims related to the rejection of loads for reasons described herein relative to bolt seals), except that CARRIER shall not be liable for this indemnification obligation for claims arising from the sole negligence of BROKER or any SHIPPER. This paragraph shall survive expiration or termination of this Agreement for any reason.


7. CARRIER agrees to procure and keep in full force and effect during the term of this Agreement: (1) Autoliability Insurance of not less than $1,000,000.00; (2) Cargo Insurance of not less than $100,000.00; (3) Workers' Compensation Insurance; (4) Commercial General Liability Insurance of not less than $1,000,000.00; and, (5) any other insurance coverage required by any government body for the types of transportation and related services required by this Agreement. CARRIER shall cause to have BROKER named as a "CERTIFICATE HOLDER" under each of the foregoing policies and require that such policies contain a waiver of subrogation against BROKER. Certificates of Insurance, in all respects acceptable to BROKER, shall be provided to BROKER by CARRIER
   
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   immediately upon execution of this Agreement and upon any modification or cancellation of any of the foregoing policies.


8. Notwithstanding, the fact that a Bill of Lading issued in connection with cargo hauled under the terms of this Agreement may name BROKER as the "CARRIER", CARRIER agrees that it shall be deemed to be the "Carrier of Record" on the Bill of Lading upon acceptance of a tendered load. CARRIER agrees to return original signed Bills of Lading to BROKER upon delivery.


9. CARRIER assumes full liability of a common carrier (i.e. Carmack Amendment liability) for loss, delay, damage to or destruction of any and all of SHIPPER'S goods or property upon acceptance of a tendered load through delivery to the third party designated by BROKER. CARRIER shall pay to BROKER, and BROKER shall be allowed to deduct or offset from any amount BROKER owes to CARRIER, SHIPPER'S full actual loss for the kind and quality of commodities so lost, delayed, damaged or destroyed. CARRIER shall be liable to BROKER for all economic loss, including consequential damages, which are incurred by BROKER or SHIPPER for any freight loss, damage or delay claim. CARRIER shall be liable for the full amount of the loss, damage or delay, regardless of any limitation contained in the insurance policy to which such certificate of insurance applies or the insurance limits described herein. Other limitation provision(s) contained in CARRIER'S tariff or bill of lading shall not apply.


10. BROKER relies on the financial status, reputation and insurance coverage of CARRIER. CARRIER shall not in any manner sub-contract, broker or in any other form arrange for the freight to be transported by a third party without the prior written consent of BROKER. The prohibition against subcontracting does not apply to a person leased to the CARRIER pursuant to the provisions of 49 C.F.R. Part 376. CARRIER shall not divulge, furnish or make accessible to anyone any knowledge or information with respect to names, shipping patterns, traffic, rates or any other information relative to any SHIPPER or BROKER. This provision shall survive three (3) years from the termination or expiration of this Agreement.


11. During the term of this Agreement and for a period of one year from the termination or expiration of this Agreement, CARRIER shall not solicit freight from any consignor, consignee, or SHIPPER of BROKER where (1) the availability of such freight first became known to CARRIER as a result of BROKER'S efforts or (2) where such freight was first tendered to the CARRIER by BROKER, and in either such case BROKER shall be entitled, for a period of twenty four (24) months after CARRIER first became aware of the available or tendered freight, to a commission from CARRIER of twenty percent (20%) of the gross transportation revenue billed for the movement of the resulting freight. Nothing in this Agreement shall prohibit CARRIER from taking freight from BROKER where the CARRIER had conducted business with such party prior to the effective date of this Agreement. This paragraph shall survive termination or expiration of this Agreement. CARRIER acknowledges that the payment of the commission is a liquidated payment and that it is necessary to compensate BROKER for the business loss resulting from the CARRIER'S failure to comply with the anti-solicitation and/or business acceptance provisions of this paragraph. CARRIER acknowledges that said liquidated payment is reasonable under the circumstances and therefore that it is not a penalty.
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12. BROKER and CARRIER agree that they shall consider facsimile (fax) or electronic copies of this Agreement, any Rate Confirmation Sheet or any other agreement or notice contemplated by this Agreement reflecting execution by an authorized representative of each as binding and enforceable as the original. CARRIER shall promptly provide BROKER the original properly executed Agreement, all necessary rate confirmation(s), a photocopy of CARRIER'S Contract Authority, and Certificates of Insurance as above described. This Agreement may be executed in one or more counterparts, any and all of which shall constitute one and the same document.


13. Should any portion of this Agreement be deemed unenforceable or invalid, all other provisions of this Agreement shall remain valid, binding and enforceable. This Agreement shall be governed by and construed under the laws of the State of Oklahoma. All disputes arising hereunder shall be heard by a court of competent jurisdiction in Oklahoma County, Oklahoma. BROKER shall be entitled to reasonable attorney's fees and its costs incurred to
    enforce its rights under this Agreement, from CARRIER.

IN WITNESS WHEREOF, the parties have hereunto set their hands on the date first written herein.

CARRIER:	BROKER: D&M Carriers LLC d/b/a Freymiller
Clear Signature
Printed Full Name:	Printed Full Name:
Title:	Title:
Date:	Date:

Clear Signature

Thank you,
D&M Carriers, LLC