Legal Agreement
Broker-Carrier Agreement
Between: Taurus Freight Solutions ("Broker") and the undersigned Motor Carrier ("Carrier")
1. Parties and Authority
This Broker-Carrier Agreement ("Agreement") is entered into between Taurus Freight Solutions ("Broker"), operating under its freight broker authority, and the Motor Carrier identified herein ("Carrier"). Broker represents that it holds active freight broker authority issued by the Federal Motor Carrier Safety Administration (FMCSA). Carrier represents that it holds active motor carrier authority, maintains required insurance, and is in good standing with all applicable regulatory authorities.
2. Scope of Agreement
This Agreement governs the terms under which Broker may tender freight to Carrier for transportation. Each load tendered shall be subject to a separate Rate Confirmation Sheet which, upon execution by both parties, shall be incorporated into and governed by this Agreement. In the event of conflict between this Agreement and a Rate Confirmation Sheet, the Rate Confirmation Sheet shall control with respect to the specific load.
3. Carrier Qualifications
Carrier warrants that throughout the term of this Agreement it shall: (a) Maintain active operating authority with FMCSA; (b) Maintain auto liability insurance of not less than $1,000,000 per occurrence; (c) Maintain cargo insurance of not less than $100,000 per occurrence; (d) Maintain workers' compensation insurance as required by applicable law; (e) Comply with all applicable federal, state, and local laws and regulations governing the transportation of freight; (f) Operate only equipment that is safe, properly maintained, and legally compliant; (g) Notify Broker immediately of any lapse, cancellation, or material change in insurance coverage or operating authority.
4. Freight Rates and Payment
Carrier shall be compensated at the rates set forth in the applicable Rate Confirmation Sheet. Broker shall pay Carrier within thirty (30) days of receipt of a complete freight bill including: signed bill of lading, proof of delivery, and any other documentation specified on the Rate Confirmation Sheet. Carrier agrees not to collect freight charges directly from shippers or consignees on loads tendered by Broker. All billing disputes must be submitted in writing within sixty (60) days of delivery.
5. Fuel Surcharge
Fuel surcharges, where applicable, shall be specified on the Rate Confirmation Sheet and paid in full to Carrier. Broker shall not withhold, reduce, or offset fuel surcharge amounts except as expressly agreed in writing on the Rate Confirmation Sheet. Carrier retains all rights to fuel surcharge revenue as specified.
6. Cargo Liability
Carrier assumes full liability for cargo in its possession from the time of pickup until delivery and receipt by the consignee. Carrier's liability for cargo loss or damage shall be the actual value of the cargo, not to exceed the cargo insurance limits. Carrier shall promptly notify Broker of any cargo loss, damage, or delay. Cargo claims must be filed in writing within nine (9) months of delivery or scheduled delivery date. Broker reserves the right to offset cargo claim amounts against amounts owed to Carrier.
7. Exclusive Possession and Control
Carrier shall have exclusive possession, control, and use of the equipment used to transport freight under this Agreement. Carrier shall not re-broker, subcontract, or interline any freight tendered under this Agreement without Broker's prior written consent. Violation of this provision shall constitute a material breach of this Agreement and may result in immediate termination and forfeiture of freight charges.
8. Independent Contractor
Carrier is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between Broker and Carrier. Carrier is solely responsible for all costs of operation including driver wages, fuel, maintenance, permits, and taxes. Carrier shall not represent itself as an agent or employee of Broker.
9. Indemnification
Carrier shall indemnify, defend, and hold harmless Broker and its officers, employees, and agents from and against any and all claims, damages, losses, and expenses (including reasonable attorney's fees) arising out of or resulting from Carrier's performance under this Agreement, including but not limited to: cargo loss or damage, personal injury or property damage caused by Carrier's operations, Carrier's violation of applicable laws or regulations, and Carrier's breach of this Agreement.
10. Confidentiality and Non-Solicitation
Carrier agrees to keep confidential all shipper and consignee information, rates, and business information disclosed by Broker. Carrier agrees not to solicit or accept freight directly from any shipper or consignee introduced by Broker for a period of twelve (12) months following the last load tendered under this Agreement, without Broker's prior written consent.
11. Term and Termination
This Agreement is effective upon execution and continues until terminated by either party upon thirty (30) days written notice. Either party may terminate immediately upon the other party's material breach, insolvency, or loss of required authority or insurance. Termination does not affect obligations arising from loads in transit or claims pending at the time of termination.
12. Governing Law
This Agreement shall be governed by the Federal Motor Carrier Safety Act and applicable federal transportation regulations, and to the extent not preempted, by the laws of the State of Ohio. Any legal action arising under this Agreement shall be brought in the state or federal courts located in Ohio. The parties consent to personal jurisdiction in such courts.
13. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings. This Agreement may be modified only by written amendment signed by authorized representatives of both parties. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Questions about this agreement? Contact us before signing.