Broker Carrier Agreement Template

This Broker Carrier Agreement (this "Agreement") entered into as of (state the date), by and between (state the Broker's name) (the "Broker"), on the one hand, and (state the Carrier's name) (the "Carrier"), on the other hand. The Broker and the Carrier may collectively be referred to herein as the "Parties."

1. Recitals

WHEREAS the Broker desires to provide services as a third-party logistics provider and Broker, and the Carrier chooses to engage the Broker to perform such services in connection with freight transportation.

WHEREAS, the parties desire to set forth the terms and conditions governing their relationship concerning brokerage services.

2. Appointment of Broker

2.1 The Carrier hereby appoints the Broker to act as its exclusive Broker for all freight transportation services related to shipments covered by this Agreement (the "Services").

2.2 The shipments covered by this Agreement are:

• (state shipment covered by this Agreement)

• (state shipment covered by this Agreement)

• (state shipment covered by this Agreement)

2.3 The Broker shall provide the Services with reasonable skill and care and in a manner consistent with applicable laws and regulations.

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3. Compensation and Billing

3.1 In consideration for the Services provided by the Broker, the Carrier agrees to pay the Broker its customary commission or fee of $(state the fee) on all freight shipments arranged through the Broker under this Agreement ("Commissions").

3.2 The Broker shall invoice Carrier for Commissions monthly, and the Carrier agrees to make all payments due hereunder within (state timeframe) of receiving such invoice.

4. Miscellaneous

4.1 Entire Agreement

4.1.1 This Agreement constitutes the entire Agreement between the Broker and the Carrier concerning the subject matter hereof and supersedes any prior agreements or understandings, oral or written.

4.1.2 This Agreement may only be amended in writing and signed by both parties hereto.

4.1.3 This Agreement shall be binding upon and shall inure to the benefit of the respective successors and assigns of the parties hereto.

4.1.4 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, and all remaining provisions shall remain in full force.

4.1.5 This Agreement may not be assigned by either party without the prior written consent of the other.

4.2 Representations and Warranties

4.2.1 The Carrier represents and warrants that it has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder.

4.2.2 The Carrier warrants and represents that any information provided by or on behalf of the Carrier hereunder is true, complete, and accurate.

4.2.3 The Carrier agrees that it will not make any representations or warranties regarding the Services or related transportation services that are inconsistent with the representations and warranties made by the Broker hereunder.

4.3 Indemnification

The Carrier shall indemnify, defend and hold harmless the Broker from and against all claims, damages, losses, liabilities, or expenses (including legal fees) arising out of or in connection with the Carrier's breach of this Agreement or negligence or willful misconduct related to the performance of the Services hereunder.

4.4 Confidentiality and Non-Disclosure

4.4.1 The Parties agree to keep all Confidential Information in confidence and not use or disclose it to any third party other than as necessary for the performance of this Agreement.

4.4.2 Each Party agrees to take reasonable precautions (including, without limitation, those measures that the receiving party uses to protect its confidential information) to ensure that no unauthorized person gains access to the Confidential Information.

4.4.3 Each Party shall return or destroy all Confidential Information upon request of the other party or expiration or termination of this Agreement.

4.5 Limitation of Liability

4.5.1 The Broker's liability under this Agreement shall be limited to the number of Commissions paid by the Carrier for Services rendered during the term of this Agreement.

4.5.2 In no event shall the Broker be liable for any indirect, consequential, or special damages, including loss of profits, lost savings, or other incidental or consequential damages arising out of the performance or failure to perform the Services or any breach of this Agreement.

4.5.3 This limitation shall apply regardless of whether the Carrier has advised the Broker of the possibility of such damages.

4.6 Jurisdiction

4.6.1 This Agreement shall be governed by and construed by (state what the Agreement shall be construed and governed by).

4.6.2 The parties agree that any disputes arising out of or relating to this Agreement will be settled through binding arbitration conducted by (state what the Agreement shall be construed and governed by).

4.6.3 All decisions made by the arbitrators shall be final and binding on both parties.

5. Termination

5.1 Either party may terminate this Agreement at any time, with or without cause, upon written notice to the other party.

5.2 Upon termination of this Agreement, all outstanding invoices shall be immediately due and payable.

5.3 Any obligations of either party that extend beyond the expiration or termination date will survive such expiration or termination.

5.4 The parties agree that no further performance of this Agreement shall be required after termination.

5.5 All rights and obligations of the parties under this Agreement will terminate upon expiration or termination of this Agreement.

5.6 The provisions that, by their terms, require performance after such expiration or termination shall survive the expiration or termination date.

The Parties acknowledge that they have read and understood this Agreement, agreeing to its terms as of (state the date):