Dispatch Service Agreement

This AGREEMENT made as of the date of signature ("Effective Date"), by and between Unity-Dispatch, a division of Four Keys Logistics LLC ("DISPATCH"), a licensed transportation broker, and [CARRIER], a licensed interstate carrier of property ("CARRIER"). DISPATCH and CARRIER, hereinafter referred to as "Parties," have mutually agreed to enter into this Agreement, acknowledging that it is in their best interest. The Parties hereby agree to the following terms and conditions:

1. DOCUMENTS CARRIER must furnish DISPATCH with the following documents prior to the implementation of this agreement, either via email at [email protected] or by fax at 1-208-278-2122:

• Dispatch Carrier Agreement
• Copy of Client's Authority (MC Permit)
• Credit Card Authorization Form
• A signed W-9 form
• Copy of Owner Operator’s and Driver’s Driver License
• Limited Power of Attorney form
• Certificate of Insurance, listing DISPATCH as Certificate Holder: Four Keys Logistics LLC, PO Box 1269, Meridian, ID 83680

6. RELATIONSHIP The relationship of CARRIER to DISPATCH shall, at all times, be that of an independent contractor. DISPATCH agrees to solicit and offer freight transportation shipments for CARRIER from and to such locations where service may be required, subject to the availability of suitable equipment. DISPATCH shall be the agent for CARRIER for searching for loads, booking them, dispatching, handling all paperwork directly with the broker and/or shipper, including advances, and any load problems.
7. TERM The term of this AGREEMENT shall be effective as of the date hereof and shall continue thereafter for a term of one (1) year from such date, and automatically from year to year thereafter, unless terminated earlier by either party. Either party may cancel this AGREEMENT at any time by providing written notice of cancellation at least one (1) day prior to the intended date of cancellation. Such notice may be delivered by certified mail or sent via email notification from one party to another. The cancellation shall be effective upon receipt of the notice by the other party.
8. DISPATCH SERVICE METHOD DISPATCH’s objective is to design a pro-active logistic plan a week in advance, based on CARRIER’s territory preference. The plan is influenced by the current situation on the market and/or region in order to take advantage of the most profitable loads. DISPATCH’s logistics coordinators (dispatchers) will find loads that best match CARRIER's preference and communicate such options with CARRIER and/or its driver. Once CARRIER agrees to accept the load, DISPATCH will send all necessary and required supporting documents to the broker/shipper. Once the load confirmation is received, it is forwarded to CARRIER for its records. DISPATCH agrees to "assist" CARRIER with any load issues, road assistance, advances, paperwork, and/or billing issues.
9. MEMBERSHIP SERVICE PLAN PREFERRED PARTNER MEMBERSHIP Preferred Carriers - Dispatch service for a flat fee of 6% of total gross revenue. DISPATCH must book 100% of loads hauled by CARRIER. Otherwise, the flat fee percentage is 7% of total gross revenue.
10. COMPENSATION All invoicing and billing may be handled by DISPATCH, and the dispatch fee may be deducted from all payments made to CARRIER. If DISPATCH does not maintain control of accounts receivables and CARRIER wishes to handle their own accounts receivables, then the amount due to DISPATCH will be automatically deducted from a Debit/Credit Card provided by CARRIER on this agreement. All payments due to DISPATCH are deducted on the Friday immediately following the billing period. Billing periods are Monday through Sunday, by delivery date, and the dispatch fee is 6% of total gross revenue per billing period. CARRIER will be compensated directly from the brokers/shippers handling the load or from a factoring company chosen by CARRIER. If the load belongs to Four Keys Logistics LLC (DISPATCH), then it will be paid on the Friday immediately following the billing period. CARRIER may elect to be paid sooner but will be subject to a 3% quick pay fee.
11. NON-SOLICITATION CARRIER agrees that it will not solicit traffic from any shipper, consignor, or customer of DISPATCH where the CARRIER transports loads or is made aware of such traffic as a result of DISPATCH's efforts. This includes all loads belonging to the UNITY Network program and loads that belong to Four Keys Logistics LLC freight brokerage. Furthermore, any shippers that have used the UNITY Network within (1) one year are included in this non-solicitation clause, regardless of whether they are currently moving freight with DISPATCH. This non-solicitation provision shall be in force and effect during the term of this AGREEMENT and for a period of one (1) year from the date of the termination of this AGREEMENT for any reason. In the event of non-compliance with the specific provisions of this paragraph, CARRIER, upon discovery of breach, shall be liable to DISPATCH for ten percent (10%) of the gross transportation revenue received by CARRIER from said shipper(s) within one (1) year after the date of termination of this AGREEMENT. All other NON-COMPETE clauses shall be honored concurrently.
12. BILLS OF LADING Each shipment will be evidenced by a bill of lading issued by other brokers/shippers. Such bills of lading or receipts or invoices are, however, for the sole purpose of evidencing receipt for the goods. If a bill of lading does not properly document the delivery of the load and the load is refused for payment, that liability shall lie solely on the CARRIER, and DISPATCH shall not be responsible or held liable for lost compensation.
13. EQUIPMENT CARRIER agrees to provide, operate, and maintain in good working condition, motor vehicles and all allied equipment necessary to perform the Transportation Schedule in a safe, efficient, and economical manner.
14. DRIVERS CARRIER agrees to provide properly qualified, trained, and licensed drivers and other personnel to perform the transportation and related services under this agreement and each transportation schedule in a safe, efficient, and economical manner. CARRIER's personnel are expected to conduct themselves in a professional manner at all times and shall ascertain and comply with all of the customer's facility rules and regulations while on the customer's premises.
15. FREIGHT LOSS, DAMAGE, OR DELAY CARRIER shall have the sole and exclusive care, custody, and control of the shipper's property from the time it is picked up for transportation until it is delivered to the destination. CARRIER assumes the liability of a common carrier for loss, delay, damage to, or destruction of any and all of the shipper's goods or property while under CARRIER's care. Payments by CARRIER to DISPATCH or its customer, pursuant to the provisions of this section, shall be made within thirty (30) days following receipt by CARRIER of DISPATCH's or customer's invoice and supporting documentation for the claim.
16. SUB-CONTRACT PROHIBITION CARRIER specifically agrees that all freight tendered to it by DISPATCH shall be transported on equipment operated only under the authority of CARRIER, and that CARRIER shall not in any manner sub-contract, broker, or arrange for the freight to be transported by a third party without the prior written consent of DISPATCH.
17. INDEMNIFICATION CARRIER agrees to indemnify, defend, and hold DISPATCH and its customer (including their officers, directors, employees, subcontractors, and agents) harmless from and against any and all liabilities, damages, fines, penalties, costs, claims, demands, and expenses of whatever type or nature. CARRIER shall be responsible for and agrees to indemnify DISPATCH for any and all personal injury, property damage, loss, claim, injury, obligation, or liability arising from CARRIER's actions, behavior, or transportation pursuant to this agreement.
18. GOVERNING LAW, JURISDICTIONS, AND VENUE This agreement shall be governed by and construed in accordance with the laws of the State of Idaho, both as interpretation and performance. DISPATCH and CARRIER hereby consent to and agree to submit to the jurisdiction of the federal and State courts located in Ada County, Idaho, in connection with any claims or controversies arising out of this Agreement.
19. ADDITIONAL PROVISIONS In the case of insufficient funds or credit card decline, there is a built-in grace period of 7 days after the due date before the account is subject to suspension. In which case, the account must be paid current before dispatch services may be continued. Accounts overdue by more than 30 days will be subject to a 10% late payment penalty fee calculated monthly and added to the balance owed.

IN WITNESS WHEREOF, the Parties have executed this Agreement electronically as of the date first above written, intending to be legally bound.