A. Both Parties are brokers as that term is defined under 49 U.S.C. §13102 and are duly licensed by the Federal Highway Administration or its predecessor, the Interstate Commerce Commission.
    B. As licensed brokers, both parties control the transportation of commodities that will be tendered to licensed motor carriers, and both parties have extensive contact in dealing with both shippers and carriers of general commodities.
    C. The parties recognize that a cooperative arrangement between the parties will be to their mutual advantage.


    1. Term. The term of this agreement shall be for one (1) year and shall automatically be renewed for successive one (1) year periods; provided, however, that this Agreement may be terminated at any time by giving thirty (30) days prior written notice to the other party

    2. Warranties of Co-Broker. Co-Broker agrees and warrants as follows:

      • Co-Broker represents that it is a duly authorized broker under a license issued to it by the Federal Motor Carrier Safety Administration and, upon Broker’s request; Co-Broker agrees to provide Broker with a copy of such license. Co-Broker further warrants that it holds a valid surety bond or trust fund agreement under 49 C.F.R. Part 371. Co-Broker agrees to immediately notify Broker in the event that such surety bond or trust fund agreement should be revoked or cancelled during the term of this Agreement.

      • Co-Broker warrants that only motor carriers utilized by Co-Broker to provide motor carrier transportation services under this Agreement have adequate personnel and equipment needed to perform those services required by Broker and its customers, and that such carriers maintain all licenses and permits required by all applicable federal and state governmental authorities. Co-Broker shall not use any motor carrier that has been issued an “Unsatisfactory” safety rating from the Federal Motor Carrier Safety Administration or any other entity which does not possess requisite authority from the Federal Motor Carrier Safety Administration to conduct motor carriers’services.

      • Co-Broker warrants that all motor carriers utilized by Co-Broker shall carry public liability, property damage and cargo liability in such minimum amounts as may be required by law or as set forth in the rate confirmation sheet applicable to each individual.

      • If a Co-Broker violates any of the above terms of this paragraph, then said violating Co-Broker shall defend, indemnify and hold harmless the non-violating Co-Broker for any and
        all damages, attorneys’ fees and costs even if said Co-Broker is later determined not to be in violation of this paragraph by a court of competent jurisdiction and/or an arbitration proceeding.

    3. Compensation. Broker shall tender certain shipments, for time to time, to Co-Broker. Charges and rates for each shipment shall be provided according to a separate rate confirmation sheet to be signed by the parties and attached hereto as an addendum to the Agreement. The division of the brokerage fees between Broker and Co-Broker shall be made in accordance with the rate confirmation sheets for each individual shipment.

    4. Payment to Motor Carriers. Co-Broker shall be solely responsible for making payment of freight and other accessorial charges to all motor carriers utilized by Co-Broker under this Agreement, and Co-Broker agrees to indemnify, defend, and hold harmless Broker and its customer against any claim for payment made by such carriers. Co-Broker shall be fully liable for any late payment cost, including but not limited to interest, penalties, fees and/or administrative costs assessed by any motor carrier unless Co-Broker can evidence that such penalties solely arose out of Broker’s failure to make funds available to Co-Broker. Co-Broker’s failure to make payment of undisputed invoices to carriers shall be deemed a breach of contract on the part of the Co-Broker, thereby authorizing Broker, at its discretion, to make direct payment to carriers.

    5. Independent Contractor. Co-Broker represents and warrants that it is an independent contractor under this Agreement and that its agents and/or employees are under Co-Brokers exclusive management and control, and that Broker neither exercises nor retains any control over Co-Broker, its operations, agents, or employees in any manner whatsoever.

    6. Product Loss and Damage. Unless specifically stated in the rate confirmation sheet, the parties agree that no liability limitations or released rates shall apply with respect to any shipments handled by Co-Broker under this Agreement. In that regard, Co-Broker shall ensure that all motor carriers maintain All Risk Broad Form Motor Truck Cargo Legal Liability Insurance in an amount not less than $100,000.00 per occurrence. Upon Broker’s request, such insurance policy must name Broker’s customer as an Additional Insured. Co-Broker, upon Broker’s request, shall furnish to Broker written certificates obtained from the motor carrier showing that such insurance has been procured, is being properly maintained, and the expiration date, and specifying the written notice of cancellation or modification of the policy shall be given to Broker at least thirty (30) days prior to such cancellation or modification.

    7. Waiver of Lien. Co-Broker shall not withhold any goods of Broker or its customers on account of any dispute as to rates or any alleged failure of Broker to pay charges incurred under this Agreement. Co-Broker is relying upon the general credit of Broker and hereby waives and releases all liens which Co-Broker (or any motor carriers utilized by Co-Broker) might otherwise have to any goods of Broker or its customers in the possession or control of Co-Broker or the motor carriers utilized by Co-Broker. The parties agree that any dispute regarding payment or rates shall be handled pursuant to the dispute resolution provisions of the Agreement.

    8. Confidentiality and Non-Solicitation. Neither party may disclose the terms of this Agreement to a third party without the written consent of the other party except as required by law or regulations. Co-Broker will not solicit or obtain traffic from any customer or Broker where (1) the availability of such traffic first became known to Co-Broker as a result of the Broker’s efforts, or (2) the traffic of Broker’s customer was first tendered to Co-Broker by Broker. If Co-Broker breaches this provision and directly or indirectly solicits traffic from Broker’s customers or obtains traffic from such customers during the term of this Agreement or for twelve (12) months thereafter, Co-Broker shall be obligated to pay Broker for a period of fifteen (15) months thereafter, commission in the amount of thirty-five percent (35%) of the transportation revenue resulting from such traffic. Co-Broker shall provide Broker with all documentation requested by Broker to verify such transportation revenue upon ten (10) days written request, therefore.

    9. Indemnification. Co-Broker shall defend, indemnify, and hold harmless Broker from any loss or damage, including loss, damage or injury or death to persons or property, which Broker may incur as a direct result of Co-Broker’s negligent acts or omissions, or breach of this Agreement.

    10. Dispute Resolution. This Agreement shall be deemed to have been drawn in accordance with the statute and laws of the State of New Jersey and, in the event of any disagreement or dispute, the laws of this State shall apply, and suit must be brought in this state.

    11. Carrier agrees to follow all FMCSA, DOT, and all individual state regulations.


    IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed in their respective names by their duly authorized representatives as of the date first above written.