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Taylor Logistics Inc., 9756 International Blvd, Cincinnati, OH 45246Toll Free (800)486-0636www.taylorlogistics.comCARRIER/BROKER AGREEMENTThis contract is made this day of , 201 , between TaylorLogistics Inc., 9756 International Blvd., Cincinnati, OH 45246 (hereinafter referred to asBROKER) having Broker Authority under MC# 448473 and Federal ID# of 04-3720335and (hereinafter referred to CARRIER) under MC#whose principal office is located at.Now:RECITALSWHEREAS, BROKER is licensed by the Federal Motor Carrier Safety Administration in Docket No. MC448473 to engage in operations, in interstate or foreign commerce, as a broker, arranging for transportationof freight (except household goods), and as a broker arranges services for various consignors, consignees,motor carriers and/or other third parties (hereinafter individually or collectively “SHIPPER”);WHEREAS, CARRIER holds motor carrier operating authority from the Federal Highway Administrationin Certificate Mo. MC- and, or, Permit/Certificate No. DOT- to engage intransportation as a common or contract carrier of property (except household goods, and class A and Bexplosives) under contracts with shippers and receivers and/or brokers of general commodities, and shalltransport said property under its own operating authority and subject to the terms of this Agreement, andmakes the representations herein for the purpose of inducing BROKER to enter into this agreement;WHEREAS, BROKER, to satisfy some of the freight transportation needs of its SHIPPER, desires to usethe services of CARRIER on a non-exclusive basis.NOW, THEREFORE, for good and valuable consideration, the Parties agree as follows:1.BROKER RESPONSIBILITIESA. BOND: BROKER shall maintain a surety bond/trust fund as agreed to in the amount of 75,000.00and on file with the Federal Motor Carrier Safety Administration (FMSCA) in the form and amountnot less than that required by that agency’s regulations.B. BROKER will notify CARRIER immediately if its Federal Operating Authority is revoked, suspendedor rendered inactive for any reason; and/or if it is sold, or if there is a change in control of ownership,and/or any insurance required hereunder is threatened to be or is terminated, cancelled, suspended, orrevoked for any reason.C. It is intention of the parties that BROKER shall be an independent contractor for all parties involved inthe transportation, including the CARRIER and the SHIPPER.D. CARRIER shall be paid the freight charges for the transportation services to be rendered pursuant tothe Rate Confirmation. BROKER shall send Rate Confirmation Agreement to CARRIER via or emailbefore shipment of freight. CARRIER must sign or e-sign and send back or email to confirm RateConfirmation. All signatures, written or electronic, and transactions rendered via email are deemedlegal and binding.CARRIER INITIAL1

V10a2.CARRIER RESPONSIBILITIESA. CARRIER agrees to provide the necessary equipment and qualified personnel for completion ofthe transportation services required for BROKER and/or SHIPPER. CARRIER will not supplyequipment that has been used to transport hazardous wastes, solid or liquid, regardless of whetherthey meet the definition in 40 C.F.R. §261.1 et. Seq. on food grade loads. CARRIER agrees thatall shipments will be transported and delivered with reasonable dispatch, or as otherwise agreed inwriting.B. BILLS OF LADING: CARRIER shall issue a bill of lading in compliance with 49 U.S.C. §80101et seq., 49 C.F.R. §373.101 (and any amendments thereto), for the property it receives fortransportation under this Agreement. Unless otherwise agreed in writing, CARRIER shall becomefully responsible for the freight when it receives possession thereof, regardless of whether a bill oflading has been issued, and/or signed, and/or delivered to CARRIER, and whichresponsibility/liability shall continue until delivery of the shipment to the consignee and theconsignee signs the bill of lading or delivery receipt. Any terms of this Agreement shall becontrolled by the terms of this Agreement. Any terms in a tariff that are referenced in a carriercontract which are inconsistent with this Contract shall be subordinate to the terms of thisContract. Failure to issue a bill of lading, or sign a bill of lading acknowledging receipt of thecargo by CARRIER, shall not affect the liability of CARRIER.C. Under no circumstance, shall CARRIER execute a bill of lading, or any other document, whichrepresents or holds out BROKER as being responsible for the delivery of freight.D. CARRIER agrees that SHIPPER’s insertion of BROKER’s name as the carrier on a bill of ladingshall be for the SHIPPER’s convenience only and shall not change BROKER’s status as aproperty broker nor CARRIER’s status as a motor carrier.E. INDEMNIFICATION: CARRIER agrees to indemnify, hold harmless and defend BROKER andSHIPPER and SHIPPER’s Customer from and against any and all claims for loss, damage orinjury (including but not limited to reasonable attorney’s fees), from and against any lawsuits,actions, and administrative or legal proceedings brought against BROKER, SHIPPER or otherpersons, or for or on account of any injury received or sustained by any person, including but notlimited to employees of CARRIER or its prior written approved carriers, employees and agents ofSHIPPER, caused by or arising out of the performance of CARRIER, its employees or approvedcarriers. BROKER and CARRIER shall not be liable to the other for any claims, actions ordamages due to the negligence of the other Party.F. CARRIER shall transport property under its own operating authority and maintain, at its sole costand expense, Commercial Auto Liability Insurance using the ISO motor carrier policy form orequivalent against liability for injuries to or death of persons and damage to property in an amountof not less than 1,000,000 Combined Single Limit per occurrence; Full Cargo Liability for lossof or damage to freight in an amount not less than 100,000 with no exclusions for locked vehicleor unattended vehicles, refrigeration breakdown coverage if warranted.G. CARRIER is in, and shall maintain compliance during the term of this Agreement, with allapplicable federal, state and local laws relating to the provision of its services including, but notlimited to: transportation of Hazardous Materials (including the licensing and training of Haz-Matqualified drivers), as defined in 49 C.F.R. §172.800, §173 and §397 et seq. to the extent that anyshipments hereunder constitute Hazardous Materials; security regulations; owner/operator leaseregulations; loading and securement of freight regulations; implementation and maintenance ofdriver safety regulations including, but not limited to, hiring, controlled substances and alcoholtesting, and hours of service regulations; sanitation, temperature, and contamination requirementsfor transporting food, perishable, and other products, including without limitation the Food SafetyModernization Act, the Sanitary Food Transportation Act of 2005 and the FDA’s Final Rulepertaining to Sanitary Transportation of Human and Animal Food, qualification and licensing andtraining of drivers; implementation and maintenance of equipment safety regulations; maintenanceand control of the means and method of transportation including, but not limited to, performanceCARRIER INITIAL:2

V10aH.I.J.K.L.M.N.3.of its drivers; all applicable insurance laws and regulations including but not limited to workers’compensation. CARRIER agrees to provide proof of compliance upon request.CARRIER shall be liable for loss, damage, or delay of any shipment, and may face possiblemonetary charges for shipments not delivering as scheduled, while in the possession or control ofCARRIER. CARRIER hereby assumes the liability of no less than that of a common carrier asprovided in Section 14706 of Title 49 of the United States Code (the Carmack Amendment) as ineffect on the effective date of this agreement. Exclusions in CARRIER insurance coverage shallnot exonerate CARRIER from liability. Claims will be filed and resolved in accordance withfederal regulations codified at 49 C.F.R. Part 370.CARRIER shall assume full responsibility for all State and Federal taxes and assessment arisingout of the transportation herein required of contract motor carrier.CARRIER will notify BROKER immediately if its Federal Operating Authority is revoked,suspended or rendered inactive for any reason; and/or if it is sold, or if there is a change in controlof ownership, and/or any insurance required hereunder is threatened to be or is terminated,cancelled, suspended, or revoked for and reason.CARRIER does not have an “Unsatisfactory” or “Conditional” safety rating issued by the FederalMotor Carrier Safety Administration (FMCSA), U.S. Department of Transportation, and willnotify BROKER immediately if its safety rating is changed to “Unsatisfactory” or “Conditional”.CARRIER has investigated, monitors, and agrees to conduct business hereunder based on thecredit worthiness of BROKER and is granting BROKER credit terms accordingly.CARRIER shall expressly waive all rights and remedies under Title 49 USC, Sub Title IV, Part Bto the extent that they conflict with this contract.CARRIER must advise all Over Short and Damage (OS&D) information to BROKER within 24hours of delivery. Failure to do so could result in a cargo claim to CARRIER even if the loadshows trailer seal was delivered intact.MISCELLANEOUSA. NON-EXCLUSIVE AGREEMENT: CARRIER and BROKER acknowledge and agree that thiscontract does not bind the respective parties to exclusive services to each other. Either party mayenter into similar agreements with other carriers, brokers, or freight forwarders.B. NO BACK SOLICITATION: Unless otherwise agreed in writing, CARRIER shall not solicitfreight shipments for a period of 12 months following termination of this agreement for anyreason, from any SHIPPER, consignor, consignee or customer of BROKER, when such shipmentsof SHIPPER were first tendered to CARRIER by BROKER. In the event of breach of thisprovision, BROKER shall be entitled, for a period of 12 months following delivery of the lastshipment transported by CARRIER under this Agreement, to a commission of Ten percent (10%)of the gross transportation revenue (as evidenced by freight bills) received by CARRIER for thetransportation of said freight as liquidated damages. Additionally, BROKER may seek injunctiverelief and in the event it is successful, CARRIER shall be liable for all costs and expensesincurred, but not limited to, reasonable attorney’s fees.C. INDEPENDENT CONTRACTORS. The relationship between BROKER and CARRIER shall, atall times, be that of independent contractors. CARRIER and any of its approved carriers or agentsshall employ, pay, supervise, direct, discipline, discharge and assume full responsibility for allpersons required for the performance of Carrier’s duties under this Agreement. Under nocircumstances shall CARRIER or any of its approved carriers, agents or employees deemed to beor hold themselves out as employees of BROKER or any SHIPPER. BROKER has no right todiscipline or direct the performance of any driver and or employee, contractor, subcontractor oragents of the CARRIER. CARRIER and not the BROKER is responsible for the actual movementof the freight.D. DOUBLE-BROKERING. CARRIER agrees not to re-broker or co-broker, assign, interline, orprovide substituted service for the shipments hereunder tendered to CARRIER by BROKERwithout the advance express written authorization of BROKER. If authorization is granted,CARRIER agrees not to use an “Unsatisfactory” or “Conditional” rated carrier. Violation of thisCARRIER INITIAL:3