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cargo. Broker will forward payments for net amounts due Carrier after all discounts, deductions and set-offs permitted by thisAgreement. Carrier hereby assigns to Broker all its rights to collect freight charges from Shipper or any other responsible third partyimmediately upon receipt of payment of its freight charges by Broker. Carrier may not seek payment from any party other than theBroker if the third party has made payment to the Broker. Carrier hereby waives recourse against all parties to the bill of lading oncethe responsible party has paid Broker.7. FREIGHT LOSS OR DAMAGE: Carrier’s liability for cargo loss, damage, delay or theft from any cause shall be asdescribed in the provisions of 49 U.S.C. 14706 (Carmack Amendment). The parties do not agree to released value rates, or otherlimitations on cargo liability, and any provision on any Bill of Lading, tariff, rules circular, receipt or other shipping documentpurporting to set a released value rate or limitation shall be invalid. Carrier by accepting shipment, whether or not by signing anoriginal Bill of Lading or accepting an electronic shipping document in lieu of an original Bill of Lading, acknowledges that the cargois in good condition. Claims will be filed and resolved in accordance with federal regulations found at 49 C.F.R.370 et seq., whichshall govern all claims process and salvage. Notwithstanding the terms of 49 C.F.R. 370 et. seq., as amended, Carrier agrees toprovide written disposition; pay, decline or make settlement offer in writing on all cargo loss and damage claims within sixty (60)days of its receipt thereof. In the event of failure by the Carrier to pay, decline or offer settlement within this 60 day period Brokermay deduct the full amount of such claim from the outstanding invoices of the Carrier after providing Carrier with written notice andgiving Carrier ten (10) days to process the claim and cure the breach. Neither party shall be liable to the other for consequentialdamages without prior written notification of the risk of loss and its approximate financial amount, and agreement to assume suchresponsibility in writing. All claims for cargo loss or damages shall be submitted to Carrier in writing within 270 days after deliveryor, if lost, the date of the scheduled delivery. Any civil action or arbitration for loss or damage to cargo must be brought within two(2) years. The period for bringing a civil action or arbitration is computed from the date the Carrier gives Broker written notice thatthe carrier has disallowed any part of the claim specified in the notice.8. BACK SOLICTATION: Carrier agrees that it shall not, during the term hereof, and for a period of two (2) years from thedate of the termination of this agreement, directly or indirectly solicit or otherwise contact any person or customer of Broker withwhom Carrier had substantial contact for the purpose of transporting shipments directly for or on behalf of such person or customer, asthe violations by Carrier of the provisions of the paragraph would cause irreparable injury to Broker, and there is no adequate remedyat law or in equity, to enjoin Carrier in a court of equity from violating such provision.9. INDEMNIFICATION: Carrier shall be liable to Broker and the parties identified on bills of lading for any and all loss,damage, or delay to shipments. The value of the shipment shall be sales price at destination. Carrier shall indemnify, defend and saveharmless Broker, Broker’s customer, and the parties identified on the bills of lading, and its subsidiaries and their respective officers,directors, and employees from and against all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, charges,and expenses, including without limitation, fees and expenses of legal counsel and expert witnesses as they accrue, which are theresult of or arising out of any or all or the work or services performed under this contract by Carrier or its contractors.10. INSURANCE: Carrier will provide to Broker insurance certificates naming Broker as certificate holder, and to includeadditional insured endorsement required herein and providing 30 day notice of material change or cancellation of policies. Carrier willprocure and maintain in force continuously throughout the term of this agreement the following types of insurance: 1) ComprehensiveAutomobile and Truck Liability Insurance (must include hired or non-owned vehicles and MCS-90) with limits of liability of not lessthan 1,000,000.00 combined single limit per occurrence ( 5,000,000.00 for Hazardous Cargo) for bodily injury and property damage,insuring all motor vehicles used by Carrier in the performance of its obligations hereunder, whether such vehicles are owned, nonowned, leased, or hired; 2) Commercial general liability, including contractual liability, with a policy limit of not less than 1,000,000per occurrence and 2,000,000 aggregate; 3) Motor Truck Cargo Insurance with a minimum limit of 100,000.00 per occurrence, or inexcess of 100,000.00 as required by Broker. The per occurrence Cargo limit shall at all times be equal to or greater than Carrier’slegal liability under the Bill of Lading, contract of carriage, shipping receipt or similar and Carrier shall not accept loads in excess ofits current coverage unless Carrier has secured additional insurance and provided Broker with proof of such prior to accepting the loadtender. Coverage is to provide physical loss and/or damage to the transported commodities while in the course of transit includingloss and/or damage sustained during loading and unloading, at rest stops (regardless of whether the truck is unattended), anddishonesty (including theft and/or pilferage) by drivers of transported commodities in the care, custody and control of the Carrier ; 4)Statutory Worker’s compensation; 5) Employer’s liability insurance with a policy limit of not less than 500,000. Broker shall benamed via an Additional Insured Endorsement on the Carriers’ General Liability and Auto and Truck Liability Insurances and as aLoss Payee on the Motor Truck Cargo Insurance. Regardless of the insurance required above, the Carrier will at all times complywith the above limits or the minimum required by law, whichever is greater.11. OVERCHARGES and UNDERCHARGES: Carrier specifically disclaims application of published or non-publishedtariffs, and acknowledges that any rate of Carrier in excess of rate named herein an unreasonable and inapplicable rate. Theprocessing, investigation, and disposition of overcharge, undercharge, duplicate payment, unidentified payment or over collectionclaims shall be governed by 49 C.F.R. 378.2

12. AMENDMENT/ASSIGNMENT/BROKERING: This Agreement may not be modified or amended except by aninstrument in writing, signed by both parties hereto. Carrier shall not assign, lease, sub-lease, subcontract, delegate, interline or brokerto any other Carrier or person, its responsibilities for the performance of transportation services pursuant to this Agreement. Thisprohibition does not apply to equipment under lease pursuant to 49 C.F.R. Part 376. Carrier accepts primary responsibility as theoriginating and delivering motor carrier for all loses if the terms of this paragraph are violated without regard to fault by Carrier orother third parties.13. STATUS of CARRIER: In the performance of the transportation services hereunder, Carrier shall be an independentfor-hire motor carrier and shall not be or act as an agent or employee of Broker, shipper, consignor or consignee. As between theparties, Carrier shall have the sole and exclusive responsibility for the costs and over the manner in which its employees and/orindependent contractors perform the transportation service, including the equipment provided. No employee, agent or otherrepresentative of either party shall at any time be deemed to be under the control or authority of the other party, or the joint control ofboth parties. Each party shall be fully liable for all worker's compensation premiums and liability, Federal, State and local withholdingtaxes or charges related to its respective employees, and each agrees to hold the other harmless from any claims brought against theother in relation thereto. No provision of this Agreement or any act of the parties pursuant to this Agreement shall be construed toexpress or imply a joint venture, partnership, principal-agent relationship, or employer-employee relationship exists. Neither partyintends to give the other party exclusive rights or privileges under this Agreement or prohibit the provision of transportation servicesto other third parties.14. ARBITRATION: Any and all disputes arising under this agreement shall be resolved in binding arbitration throughservices of Transportation ADR Council, Inc. or the American Arbitration Association and shall be final and binding. The party filingarbitration shall select the arbitration rules under which to file and such selection shall be final. The “Arbitration Agreement and JuryTrial Waiver” are appended to this agreement and incorporated as set forth fully herein. Any award or judgment shall identify thelosing party against whom all expenses of arbitration, including attorney fees, shall be cast.15. APPLICABLE LAW: The terms of this contract shall be governed by the laws of the State of Mississippi, subject toapplicable federal law, rules and regulations and disregarding any choice-of-law principle under which Mississippi would look to thelaws of another jurisdiction.IN WITNESS WHEREOF, the parties have executed this Transportation Agreement by their duly authorized representatives on thedate first above written in duplicate.BROKER:KLLM Transport Services, LLC dbaKLLM Logistics ServicesCARRIER:By:By:Its:Its:3

Appendix ACompliance with Food Safety Modernization ActAll contracting carriers agree to the following terms and conditions when transportingrefrigerated commodities, human and animal foods and other shipments which may be subjectto adulteration in transit.Carrier warrants that it is in compliance with and will abide by the requirements and delegableduties set forth in the Food Safety Modernization Act including but not limited to:1.The design and mai

confident that you will find KLLM Logistics Services a company that is dedicated to our contract carriers and we’ll make it easy to do business with us. The attached Packet includes information about our company along with various forms that you will need to fill out in order to become