Carrier onboarding

1. Parties

This Carrier Dispatch Service Agreement ("Agreement") is entered into by and between Backup Logistics LLC, a Texas limited liability company ("Dispatcher"), and the carrier identified below ("Carrier"), collectively referred to as the "Parties."

2. Scope of Services

Dispatcher agrees to provide the following services to Carrier:

• Load searching, negotiation, and booking on behalf of Carrier
• Rate negotiation and optimization to maximize Carrier revenue
• Route planning, scheduling, and dispatch coordination
• Broker and shipper communication on Carrier's behalf
• Paperwork coordination including rate confirmations and BOLs
• 24/7 dispatch support and operational assistance

3. Dispatch Fee & Payment Terms

In consideration for the dispatch services provided, Carrier agrees to pay Dispatcher a dispatch service fee equal to the percentage selected during onboarding (between 1% and 10%) of the total gross revenue from all loads booked, coordinated, or facilitated by Dispatcher's dispatch team.

• Payment is due weekly, no later than each Friday for loads completed during the preceding week (Monday through Sunday).
• Payment shall be made via ACH bank transfer, wire, Zelle, or any mutually agreed method.
• Late payments (more than 7 days overdue) may incur a late fee of 5% of the outstanding balance.
• Carrier acknowledges that the dispatch fee is earned upon successful booking of the load, regardless of whether Carrier completes the delivery.

4. Carrier Responsibilities

Carrier agrees to:

• Maintain active and valid MC and DOT authority throughout the term of this Agreement
• Maintain all required insurance coverage including auto liability, cargo, and general liability at or above minimum federally required levels
• Provide updated insurance certificates (COIs) within 48 hours upon request or upon policy renewal
• Operate in full compliance with all FMCSA regulations, DOT safety standards, and applicable federal and state laws
• Accept or decline dispatched loads in a timely manner
• Communicate any service failures, delays, or issues promptly to Dispatcher
• Provide accurate, truthful information during onboarding and throughout the business relationship

5. Dispatcher Responsibilities

Dispatcher agrees to:

• Act in good faith and in the best interest of Carrier when negotiating loads and rates
• Provide transparent and accurate load information including rates, pickup/delivery details, and broker contacts
• Maintain professional communication with brokers and shippers on Carrier's behalf
• Provide 24/7 dispatch availability during active service periods
• Never force dispatch. Carrier may accept or decline any load, for any reason, without explanation. Declining a load will not affect Carrier's standing, the loads offered to Carrier afterwards, or this Agreement. Dispatcher will not book a load in Carrier's name without Carrier's agreement to that specific load at that specific rate

6. Term & Termination

This Agreement is effective upon electronic signature by both Parties and shall remain in effect until terminated by either Party with thirty (30) days written notice via email.

• Either Party may terminate this Agreement immediately for cause, including material breach, fraud, safety violations, or failure to maintain required authority or insurance.
• Upon termination, all outstanding dispatch fees for loads already booked remain due and payable in full.
• Termination does not release Carrier from any payment obligations incurred prior to the termination date.

7. Independent Contractor

Carrier is an independent contractor and not an employee, partner, or agent of Dispatcher. Nothing in this Agreement creates an employment relationship, joint venture, or partnership. Carrier retains full control over their operations, drivers, equipment, and business decisions.

8. Indemnification & Liability

Carrier agrees to indemnify, defend, and hold harmless Dispatcher from and against any and all claims, damages, losses, liabilities, costs, and expenses arising from or related to Carrier's operations, including but not limited to cargo loss or damage, accidents, injuries, regulatory violations, and third-party claims.

Dispatcher shall not be liable for any indirect, incidental, or consequential damages arising from the services provided under this Agreement.

9. Confidentiality

Both Parties agree to maintain the confidentiality of all proprietary information, business strategies, customer lists, rates, and financial details exchanged during the course of this business relationship. This obligation survives termination of this Agreement.

10. Dispute Resolution

Any disputes arising under this Agreement shall be resolved through good-faith negotiation. If negotiation fails, disputes shall be subject to binding arbitration in Harris County, Texas, under the rules of the American Arbitration Association. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

11. Entire Agreement

This Agreement, together with any attachments or amendments executed by both Parties, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter herein.

12. Electronic Signature

Both Parties agree that electronic signatures on this document are legally binding and have the same force and effect as original wet-ink signatures, in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA).