1. Carrier agrees to provide services for Broker from time to time to transport certain commodities and agrees to transport those commodities promptly, safely and in compliance with all applicable federal, state and local laws and regulations, without unreasonable delay. Carrier agrees to deliver commodity in the same condition as Carrier received it.
2. Carrier shall transport all loads tendered by Broker only on equipment operated under Carrier's authority and insurance and shall not in any way sub-contract, broker, double broker or arrange for the freight to be transported by a third party without Broker's prior written consent.
3. Carrier agrees that the rate for transportation shall be quoted on an individual basis and agreed to prior to loading by a separate document called "Rate and Load Confirmation Sheet" which will be signed by both parties prior to loading. Carrier also agrees that payment for approved standby time will be paid at a rate of $60 per hour, only if delivery paperwork contains standby times and the proper signatures.
4. Carrier hereby designates Broker as its agent for the collection of freight charges. When paid to Broker, Carrier agrees not to hold shipper or consignee liable for said charges.
5. Broker agrees to pay carrier's invoice by the 30th day after the date Broker receives an invoice with attached original bill of lading containing the proper signatures and/or any other documents necessary to enable Broker to see that transportation has been properly provided. The parties will use good faith efforts to resolve any disputed amounts in a timely manner.
6. During the term of this Agreement and for a period of one (1) year thereafter, Carrier agrees that neither it nor anyone under its control will approach those customers first introduced to it by the Broker for the purpose of selling its services directly or accepting loads from the customer without Broker's participation. It is understood by the Carrier that the provisions of this paragraph pertain to "Back Soliciting." If Carrier breaches this Agreement and "Back Solicits" the Broker's customers and obtains traffic from such a customer, the Broker is then entitled to a commission from the Carrier of 15% of the transportation revenue received on the movement of that traffic for a period of one (1) year.
7. Carrier agrees to defend, indemnify, and hold Broker harmless from and against all loss, liability, damage, delay, claim, fine, penalty, suit, cost or expense, including reasonable attorney's fees, arising out of or in any way related to Carrier's negligent performance of transportation services or Carrier's breach of any term of this Agreement. All claims for loss and/or damage shall be handled and processed in accordance with regulations published in the Code of Federal Regulations at 49 CFR. Carrier's indemnification and hold harmless obligations under this Agreement shall not apply to any portion of such claims attributable to the acts or omissions of the indemnities.
8. This Agreement shall be governed by and construed under the laws of the State of California and any complaints shall be filed in the courts located in the State of California. In the event such action is filed, the prevailing party shall be entitled to costs and attorney's fees incurred in bringing or defending the action.
9. This Agreement shall be executed in counterparts, and a signed facsimile of this Agreement shall be considered an original for all purposes.
10. The term of this Agreement is for an initial period of twelve (12) months from the above date and will automatically extend for an additional twelve (12) months unless Carrier notifies Broker in writing thirty (30) days prior to the expiration of the initial twelve (12) month period that the Carrier does not wish to extend. Either party may cancel this Agreement at any time with thirty (30) days written notice to the other party.