CONTRACT FOR MOTOR CONTRACT CARRIER SERVICES

This Contract for Motor Contract Carrier Services (“Contract”) is made and entered into this ___
of ___________ of 20__, by and between the following named parties:
MP3 INC., a corporation with its principal place of business at 2216 Barrios, Laredo, TX 78043,
for itself and on behalf of its owners, hereinafter referred to as “MP3”,
and ___________________________, with its principal place of business at
________________________________, hereinafter referred to as “Carrier”.
WITNESSETH
WHEREAS, Carrier performs motor carrier transportation services in one or more of the
following forms:

i. as a motor contract carrier duly registered with the Federal Motor Carrier Safety
Administration (“FMCSA”) in Docket No. MC- _______________;
ii. as a motor carrier that solely transports cargo that is exempt from regulation by the
FMCSA U.S. DOT# ___________; or
iii. as a motor carrier performing drayage services for intermodal shipments in good standing
with the Intermodal Association of North America (IANA) and the Uniform Intermodal
Interchange Agreement (UIIA); or
iv. as a motor carrier transporting cargo in Intrastate, Interstate, or Canada-U.S. Inter- and
Intra-Provincial/Territorial movements; and

WHEREAS, MP3 arranges transportation of property by motor carriers for its customers and is
duly registered as a Property Broker with the FMCSA in Docket No. MC 1020283 as may be
amended from time to time and also facilitates the same to the extent that Carrier performs
services pursuant to this Contract within, or to or from Canada; and
WHEREAS, MP3 desires to use the services of Carrier to transport property for or on behalf of
its customers and Carrier desires to provide transportation services to MP3’s customers; and
NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises
contained herein, Carrier and MP3 agree as follows:
1. SERIES OF SHIPMENTS, NO SUBCONTRACTING
MP3 hereby agrees to cause freight to be tendered to Carrier, and Carrier agrees to transport
such freight, in one or more shipments, and Carrier hereby agrees to pick up, transport, deliver
and provide all such services as MP3 shall request on all freight tendered by MP3, to the extent
of its ability to do so. Carrier specifically warrants and agrees that all freight tendered to it by
MP3 pursuant to this Contract shall only be transported by Carrier on, in or with equipment
owned by Carrier or leased to Carrier under a lease having a duration of more than thirty (30)
days and operating under Carrier's operating authorities. Except to the extent that Carrier uses
the services of “owner/operators” in the course of conducting its regular operations, Carrier
shall not, in any manner, sub-contract, broker or tender to any third party for transportation
any freight tendered to Carrier by MP3 for transportation pursuant to this Contract. Violation of
this article shall be considered a material breach of this Contract. In addition to other remedies
conferred by this Contract, any violation of this article shall act as a bar to Carrier's right to
collect any payment for any shipment handled in a manner which violates this Article.
2. CONTRACT TERM AND TERMINATION
This Contract shall be effective as of the date written above and shall continue for a period of
one (1) year. This Contract shall thereafter continue in effect from year to year on the same
terms and conditions, unless terminated by either party. Either party shall have the right to
terminate this contract upon thirty (30) days' prior written notice to the other party.
3. SHIPMENTS TO BE TENDERED BY MP3
MP3 hereby agrees to tender shipments to Carrier as its needs require for transportation in
Interstate, Intrastate, Inter-Provincial/Territorial, Intra-Provincial/Territorial or foreign
commerce, and Carrier hereby agrees to transport such shipments in accordance with the
terms and conditions stated in this Contract. This Contract is non-exclusive; both parties remain
free to enter into similar agreements with other parties. Neither party has any volume
commitment obligations.
4. INDIVIDUAL SHIPMENT COMPENSATION AND TERMS
Compensation shall be paid to Carrier solely and exclusively by MP3, and not by MP3's
customers, on all shipments tendered to Carrier under this Contract. Carrier shall be
compensated by MP3 based on the following:
a. Carrier and MP3 may orally agree upon the rate or compensation to be paid to Carrier for,
and the terms and conditions applicable to, any shipment tendered by MP3 under this
Contract. MP3 shall subsequently confirm the oral agreement by issuing a confirmation to
Carrier in written or electronic format (“the Confirmation”) that sets forth the rates,
terms, and conditions agreed upon. Unless Carrier objects to the contents of the
Confirmation within twenty-four (24) hours of receipt, Carrier shall be deemed to have
assented to the Confirmation, which shall be binding. Each Confirmation shall be
incorporated into and considered to be a part of this Contract, and the parties agree to
retain all such confirmations for at least three (3) years subsequent to the expiration of
this Contract, or longer to the extent required by law. Unless the rate for any shipment is
agreed to by Carrier and stated on the Confirmation, the rates and charges for the
shipment shall be computed at eighty cents ($.80) per load mile.
b. Carrier agrees that any tariffs, circulars, pricing authorities, and/or similar documents that
it publishes shall not apply to the transportation services provided by Carrier under this
Contract, unless any such tariff, circular, pricing authority or similar document is expressly
incorporated into this Contract or into a Confirmation.
5. PAYMENT OF RATES AND CHARGES
a. Within thirty (30) days after MP3's receipt of Carrier's delivery receipt (or as otherwise
provided by a Discount Agreement), MP3 shall pay Carrier the rates and charges applicable
 to the shipment. In exchange for MP3's guarantee of prompt payment, and other good
and valuable consideration, Carrier (i) appoints and designates MP3 as its agent for the
purpose of billing and collection of freight charges and, notwithstanding subsection(7)(1)
of the Mercantile Law Amendment Act of Ontario or any other similar legislation, Carrier
waives any and all rights to claim, demand, or pursue payment from any person other than
MP3 for any shipment tendered pursuant to this Contract; (ii) agrees not to contact MP3's
customers, consignors, consignees or any party other than MP3 concerning payment for
transportation services; and, (iii) agrees to indemnify, defend, and hold MP3, its
customers, consignors, and consignees harmless from any claim or demand made by any
subcontractor of Carrier or other party for payment for transportation services related to a
shipment tendered under this Contract.
b. In its sole discretion, MP3 may withhold compensation owed to Carrier to satisfy claims or
shortages arising out of this or other Contracts with Carrier, or to satisfy advances made
to, or on behalf of, Carrier, or to satisfy any debt owed by Carrier to MP3 or any of its
subsidiary or related companies. MP3's right to withhold compensation shall arise only if
the underlying claim or debt has not been acknowledged in writing by Carrier within thirty
(30) days of presentation by MP3, or the claim or debt has neither been paid nor denied
for a valid reason within ninety (90) days of presentation. MP3's withholding of
compensation shall not allow or permit Carrier to seek payment from MP3's customers,
consignors, consignees, or any other third party, and Carrier agrees that it shall not, under
any circumstances, claim, demand, or pursue payment from MP3's customers', consignors,
consignees, or other parties for transportation services provided hereunder.
c. Any claim for overpayment or underpayment for transportation services provided
pursuant to this Contract shall be presented by the party asserting the claim to the other
party within sixty (60) days of discovery of the claim, but in no event will any such claim(s)
be asserted more than one hundred eighty (180) days after the delivery of the shipment or
shipments giving rise to any such claim. Claims shall be supported by appropriate
documentation showing the amount of the overcharge or the undercharge, as the case
may be. The parties shall pay, deny, or make a firm compromise offer within forty-five (45)
days of receiving a claim. Any civil action to recover overcharges or undercharges shall be
instituted within eighteen (18) months of the date of delivery of the shipments comprising
the overcharge or undercharge claim.
d. Carrier will pay all licenses, fees, taxes, fuel tax payments, road tax, equipment use fees or
taxes, equipment license fees, driver's license fees, tolls and any other fees and fines that
may be assessed on its equipment or its operations.
6. CARRIER'S OPERATING AUTHORITY AND SAFETY RATING
a. Carrier represents and warrants that all transportation performed under this Contract
shall be contract carriage. To the extent that Carrier performs services pursuant to this
Contract within, or to or from Canada, it shall procure and maintain any and all operating
authorities or permits required to be held by Carrier under any applicable Federal,
Provincial or Territorial laws and shall adhere to the Canadian National Safety Code.
 Without cost to MP3, Carrier shall provide and ensure completion of all preventive
maintenance and ongoing maintenance including, but not limited to, periodic safety
inspections, annual safety inspections and emissions testing pursuant to the standards set
out in any and all of the applicable motor vehicle statutes and regulations of the applicable
jurisdiction(s) of operation. Carrier warrants that it shall notify MP3 in the event of any
suspension, cancellation, termination, or withdrawal of its operating authorities, in which
event MP3 shall have the right to terminate this Contract immediately upon written notice
to Carrier.
b. Carrier further represents and warrants that it shall at all times maintain a U.S. DOT safety
rating that is “satisfactory”, “conditional”, (subject to MP3's policies as amended from
time to time), or “unrated”; and if to the extent that Carrier performs services pursuant to
this Contract within, or to or from Canada, comparably, Carrier shall maintain a Canadian
“carrier safety rating” that is “satisfactory”, “conditional” or “satisfactory-unaudited” in
accordance with the Ontario Ministry of Transportation standards pursuant to the
Highway Traffic Act and Regulations and/or any other Provincial or Territorial equivalent,
which has jurisdiction over the Carrier's operations. Carrier warrants that it will promptly
notify MP3 if Carrier is assessed an “unsatisfactory” safety rating, or if any equipment is
known to be or reported as defective or which is not in compliance with the applicable
Federal, State, Provincial or Territorial statute or regulation pertaining to vehicle or
highway safety.
c. To the extent that Carrier performs services pursuant to this Contract within, or to or from
Canada, Carrier warrants that it holds a valid registration with the Commercial Vehicle
Operator's Registration (CVOR) System for transporting goods through Canada. Carrier
shall notify MP3 immediately of any conviction or sanction against its CVOR rating.
d. To the extent that Carrier performs services pursuant to this Contract within, or to or from
Canada, Carrier holds a valid license or certificate to operate an Extra-Provincial truck
undertaking, and to engage in the Intra-Provincial truck transportation of goods or valid
overweight permits pursuant to any applicable laws if necessary or as issued under the
Motor Vehicle Transport Act, 1987 or any Highway Traffic Act or equivalent as applicable
to the jurisdiction of the trip/route.
e. To the extent that Carrier performs services pursuant to this Contract within, or to or from
Canada, Carrier is authorized to transact bonded highway carrier operations in Canada and
warrants that it holds the applicable bonded highway carrier code as issued by the Canada
Border Services Agency (“CBSA”).
f. To the extent that Carrier performs services pursuant to this Contract within, or to or from
Canada, Carrier has signed Partners in Protection memorandum of understanding with the
CBSA and has been certified and/or validated by the United States Bureau of Customs and
Border Protection (“CBP”) as a participant in the Customs-Trade Partnership Against
Terrorism.
g. To the extent that Carrier performs services pursuant to this Contract within, or to or from
Canada, Carrier warrants that it is an approved carrier under the CBSA's Customs Self-
 Assessment program, and is a registered participant in the Free and Secure Trade (“FAST”)
program and that it holds a Standard Alpha Code number as issued by the National Motor
Freight Traffic Association (“NMFTA”).
7. DRIVERS AND EQUIPMENT
a. Carrier shall ensure that its drivers are properly trained and licensed and are competent
and capable of safely handling and transporting MP3's shipments. Carrier agrees that
drivers will be dispatched in accordance with the maximum available hours of service as
provided in rules promulgated by the FMCSA while in the United States or as provided by
any Canadian authority whose jurisdiction is within Carrier's route/trip.
b. Carrier shall provide and maintain all equipment required for the services requested by
MP3 and shall only use and provide equipment that is clean, in good operating condition
and repair, in compliance with any and all Federal, State, Provincial/Territorial, Municipal
statutes and/or regulations, and is suitable and properly configured to safely load,
transport, and unload the shipments tendered by MP3. Carrier shall ensure that all
equipment and all loads are in compliance with the environmental standards of any and all
jurisdictions on its route and must act in accordance with these environmental standards.
Any deviation from prescribed environmental standards is contrary to MP3's policy and
the Carrier shall be solely and independently responsible for any consequence flowing
from said deviation. All equipment provided for the transportation of food or food grade
products will comply with the requirements of The Sanitary Food Transportation Act, or, to
the extent that Carrier performs services pursuant to this Contract within, or to or from
Canada, the Food and Drug Acts and any/all other applicable statutes and regulations,
including, but not limited to the Ontario Food Safety and Quality Act, 2001, or any other
jurisdiction's equivalent, and that none of the equipment so provided has been or will be
used for the transportation of any waste of any kind, garbage, hazardous materials or any
other commodity that might adulterate or contaminate food, food products or cosmetics.
c. Drop Trailer/Interchange. In the event that Carrier participates in a drop trailer
arrangement for the benefit of any of MP3's customers or vendors, Carrier agrees that it
shall address all damage or liability issues directly with the responsible customer or
vendor. Carrier agrees that MP3 shall only be responsible for the direct acts of its
employees, and not for the actions of customers, lumpers, draymen, other carriers, or any
other third party. If Carrier agrees to interchange equipment to another carrier or to use
equipment owned by a third party, Carrier, will address any interchange agreement
directly with that motor carrier or equipment owner.
d. Equipment Use/Commingling. Carrier agrees not to commingle or consolidate any freight
tendered by MP3 with the freight of any of Carrier's other customers. With regard to the
individual tenders accepted by Carrier from MP3, Carrier's equipment shall be dedicated
exclusively to the use of MP3's tendered loads in accordance with each Confirmation.
Carrier's violation of this exclusive use requirement shall result in, as a liquidated damage
and not as a penalty, Carrier's forfeiting its right to be paid for the transportation services
 as contemplated by the Confirmation. MP3 shall also have the right to terminate this
Contract immediately upon written notice to Carrier.
8. PERFORMANCE AND DELIVERY TIME
Carrier shall transport shipments to their specified destination without delay caused by
anything in Carrier's control and with reasonable dispatch, unless a specified delivery date
and/or time is communicated to it prior to the pick-up of any individual shipment, in which case
delivery shall be performed in accordance with the communicated schedule.
9. COMPLIANCE WITH LAWS
Carrier shall comply with all laws, rules and regulations of any duly constituted governmental
authority affecting the performance of the transportation services to be rendered pursuant to
this Contract. Carrier will be solely responsible for any acts, omissions, and/or violations by
Carrier, its employees, contractors or agents and will defend, indemnify and save MP3 and/or
its customers harmless from any claim, fine, penalty or liability that may result from such acts
or violations; provided, however, that this section shall not apply to any penalty or liability
arising solely as a consequence of any wrongful or negligent acts, omissions, or violations by
MP3, its customers or their agents or employees. Carrier represents and warrants that the
drivers and any other personnel operating its equipment and engaged in providing services
pursuant to this Contract are competent and properly trained and licensed and are fully
informed concerning their responsibilities for all tendered freight. Carrier agrees to pay and be
solely responsible for all salaries, taxes, withholdings, Workers' Compensation coverage and all
insurance obligations relating to all drivers or other personnel. Carrier further agrees to provide
and maintain all equipment necessary to fulfill its obligations under this Contract, to furnish all
necessary fuel, oil, gasoline, tires and repairs for the operation of said equipment and to pay all
expenses connected with or incidental to such operation (including, but not limited to, cost of
fuel, fuel taxes, empty miles, permits of all types, tolls, ferries, detention, accessorial services,
base plates and licenses, and the unused portion of such items). Carrier warrants that all
equipment provided pursuant to this Contract shall be in first class operating condition and will
be suitable for transporting all freight tendered. Carrier further warrants that all motor vehicle
equipment provided by Carrier for the transportation of food grade products will comply with
the requirements of The Food Safety Modernization Act and The Sanitary Food Transportation
Act, that no freight transported pursuant to this Contract shall become, or shall be deemed to
be adulterated or misbranded within the meaning of the Federal Food Drug and Cosmetic Act,
the Federal Meat Inspection Act, or the Federal Poultry Products Inspection Act, as amended
and as may be amended in the future, or any other federal, state or local law or regulation of
similar kind or content, by reason of being or having been transported in or with motor vehicle
equipment provided by Carrier to transport freight tendered or arranged by MP3, or as a
consequence of any of Carrier's activities in furtherance of such transport and that none of the
equipment provided for the transportation of food or food grade products has been or will be
used for the transportation of any waste of any kind, garbage, hazardous materials or any other
commodity that might adulterate or contaminate food, food products, animal feed or
cosmetics. No poison, pesticide, rodenticide or other toxic or hazardous commodity shall be
transported in the same vehicle and at the same time as any shipment of food, foodstuffs, food
products, commodities intended for human or animal consumption as food or food
supplements or ingredients or cosmetics. Should Carrier violate this section, or any other
provision of this Contract, it shall be liable for all claims occurring as a consequence thereof,
without regard to fault or negligence on Carrier's part, and without regard to whether or not
any actual contamination to any such shipment occurred, and no salvage or salvage set off shall
be allowed. Carrier represents that the transportation rendered hereunder will be performed
without violating any federal or state laws or any rules or regulations of any federal, state or
local agencies or regulatory bodies having jurisdiction over operations performed pursuant to
this Contract. Carrier agrees that it will at all times have a U.S. DOT Safety Rating that is
“Satisfactory” or “Unrated” and that at no time will it allow its Safety Rating to become
“Conditional” or “Unsatisfactory.” A “Conditional” or “Unsatisfactory” Safety Rating shall be
considered to be a material breach of this Contract by Carrier and will result in immediate
termination of the tender of freight to Carrier until cured. Carrier will immediately notify MP3
in the event that its safety rating becomes either “Conditional” or “Unsatisfactory” or if its
authority is suspended or revoked. This compliance includes, but is not limited to, as applicable,
Title 13 of the California Code of Regulations, Section 2477 et. all (commonly referred to as the
California CARB reefer rules), Provincial, Territorial, Municipal, local, and, to the extent
applicable, international laws or regulations governing its operations (including but not limited
to the statutes and regulations of any Provincial or Territorial Highway Traffic Act or equivalent,
the Transportation of Dangerous Goods Act and regulations and the regulations of the Federal
Department of Homeland Security (“DHS”), the Transportation Security Agency (“TSA”), as well
as any legislation and related programs designed to protect transportation activities from
terrorist attacks, such as the Customs – Trade Partnerships Against Terrorism and the Free and
Secure Trade initiative. Carrier agrees to indemnify MP3 and/or its customers for any fines,
costs, claims, liability or expenses that either may incur that arise out of violations of any
applicable laws, rules, and/or regulations during Carrier's performance under this Contract.
10. SHIPMENT INSTRUCTIONS
At the time each shipment is received by Carrier from MP3's customer, Carrier will request and
obtain instructions concerning all handling, securing and freight protection requirements,
including specifications noted on the bill of lading, on shipment instructions, or as otherwise
may be provided. Carrier is responsible for insuring that all freight is properly blocked and
braced for transportation pursuant to any applicable Canadian National Safety Standards, or
other applicable standards, unless tendered to Carrier in a pre-loaded, sealed trailer, in which
case Carrier shall note the seal numbers on the bill of lading or receipt. The goods being
shipped shall be considered to be in apparent good order and condition, unless otherwise
indicated by Carrier or receiver on the bill of lading.
11. MP3'S COMPENSATION
Carrier shall not claim or demand, in whole or in part, broker's commissions earned by MP3 on
shipments tendered under this Contract. MP3 shall not be required to disclose the amount of
its broker's commission to Carrier, and Carrier expressly waives its right to receive and review
information, including broker's commission information, pursuant to 49 CFR §371.3.
12. INDEPENDENT CONTRACTOR
Carrier is an independent contractor and shall exercise exclusive control, supervision, and
direction over (i) the manner in which transportation services are provided; (ii) the persons
engaged in providing transportation services; and, (iii) the equipment selected and used to
provide transportation services. Carrier shall have full responsibility for the payment of local,
state, and federal payroll taxes, workers compensation and other social security and related
payment requirements with respect to all persons engaged in the performance of
transportation services. This Contract does not create, nor shall it be deemed to create a
partnership, joint venture, or agency relationship between MP3 and Carrier.
13. CARRIER'S CARGO LIABILITY AND CLAIMS
a. Carrier shall be responsible for the care, custody and control of the shipments tendered by
MP3 from the time each shipment is picked up from the consignor until delivery is made
to the consignee. Carrier assumes liability for all shipments transported pursuant to this
Contract to the full extent as applicable to an interstate motor carrier pursuant to 49
U.S.C. § 14706, which statute shall apply to all claims for loss, damage or delay to freight
tendered pursuant to or in connection with this Contract, without regard to origin and/or
destination. Carrier shall be entitled to all legal defenses to cargo claims afforded by said
statute. Carrier's failure to acknowledge and respond to a cargo claim within sixty (60)
days of presentation by MP3 or MP3's customer shall be construed as an admission of
liability for that claim. Carrier shall comply with all specified delivery dates and/or times
communicated to Carrier by MP3 or MP3's customers with respect to all shipments
tendered and shall be liable to MP3 and/or its customers for all financial consequences
occurring on account of Carrier's failure to comply with such delivery dates and times,
provided, however, that Carrier shall not be liable for loss, damage, or delay to shipments
caused solely by an act of God, public enemy, acts of war, insurrection, riot, inherent vice
of the shipment, or the negligence of MP3 or its customer, in which case Carrier has the
burden of proving applicability of the exception and that it was free of all negligence. Any
seals applied to trailer are not to be broken or removed prior to delivery at destination
without prior written consent from MP3. Carrier shall be responsible to pay MP3 for any
loss, damage or delay claims MP3 may incur or pay to its customers on account of any
transportation services performed by Carrier, for MP3, without regard to fault or
negligence, except for claims caused solely due to a willful or negligent act or omission of
MP3, MP3's customer, their agents or employees. In the event branded or labeled goods
are damaged, MP3's customers may determine, within its or their sole discretion, and
subject to a reasonableness standard, whether the goods may be salvaged, and if
salvageable the value of such salvage. Any salvage proceeds shall be credited against
MP3's customers' claims against Carrier. MP3's customers shall have the right to remove
all identifying marks or labels when Carrier pays to MP3 or MP3's customers the full value
of the damaged goods and requests possession of the goods for salvage. Alternatively, the
goods shall be permanently marked as “damaged” or a similar notation, without debiting
or otherwise charging MP3's customers on account of such notations.
 A. Return of Damaged Shipments. Carrier shall return all damaged shipments, at its
sole expense, to the point of origin or, with MP3's direction, to other points as
instructed by MP3.
B. Suits; Expenses and Attorneys' Fees. If MP3 is successful in recovering a claim
against Carrier in a court of law or arbitration proceeding, MP3 shall be entitled to
recover all of its expenses incurred in collecting its claim, including reasonable
attorneys' fees, costs and interest at the legal rate from the date of delivery or
scheduled delivery of the shipment.
C. Concealed Damage Claims. Claims based on a concealed loss or damage reported
to Carrier within two (2) business days of the date of delivery shall be treated by
Carrier as though an exception notation had been made on the delivery receipt at
the time of delivery.
D. Damaged or Refused Shipments. Carrier shall not dispose of damaged or rejected
product without the prior written consent of MP3 or its customer. MP3 or its
customer may determine within their sole discretion whether the goods may be
salvaged, and if salvageable, the value of such salvage.
E. Measure of Damages. For the purpose of this Contract, all cargo claims damages
shall be calculated based upon the shipper or consignee's invoice price for the
goods shipped and not the cost of production or any other lesser measure of
damages. Additional costs or expenses relating to the investigation of the claim
shall also be paid in addition to invoice cost where such exist.
b. Carrier shall be liable for the full, actual value of the shipments tendered by MP3 to
Carrier. No released value rates, or other limitation of cargo liability, shall be valid or
enforceable against MP3 or its customers unless expressly agreed to by MP3 in a signed
writing separate from any bill of lading or other delivery receipt issued by Carrier.
c. MP3 may file a claim for loss or damage to shipments delivered or not delivered. Within
ninety (90) days of receiving a claim from MP3 for loss, damage, or delay, Carrier shall pay
or deny the claim (in which case the reasons for denial shall be fully explained), or make a
firm compromise offer.
d. To the extent that any of the terms of this Contract are inconsistent with the Highway
Traffic Act, R.S.O. 1990, c. H.8, as amended, and the Regulations thereto or similar
provincial or territorial legislation having jurisdiction, and/or the provisions of any bill of
lading, the terms of this Contract shall prevail.
14. INSURANCE
Unless greater insurance limits are required on a schedule to this Contract or by law, Carrier
agrees to procure and maintain at its own expense the following insurance in at least the
following amounts during the term of this Contract:
 a. Cargo Insurance: $100,000 per shipment or, to the extent that Carrier performs services
pursuant to this Contract within, or to or from Canada, an amount sufficient to cover the
loss or damage to the cargo carried, but in no instance less than $100,000 per shipment;
b. Automobile Liability Insurance: $1,000,000 USD per occurrence;
c. Worker's compensation: as required by law;
d. Any additional BMC 32 and MCS 90 Endorsements or requirements where required by law
or regulation;

(Note: possessing a General Liability insurance policy and insurance limits in excess of the
minimums outlined above will result in greater freight opportunities for Carrier).
Carrier shall furnish written evidence of its insurance coverage to MP3 upon request and shall
advise MP3 of any change in its insurance coverage thirty (30) days prior to the effective date of
such change. Carrier further agrees to procure and maintain any and all insurance required by
Federal, State, Provincial, Territorial, Municipal, local, or to the extent applicable, international
laws. Carrier shall cause the required insurance to be procured naming MP3 as “additional
insured” on any General Liability and/or Automobile Liability policies, and as “loss payee” on
the Cargo policy. Carrier's liability for cargo loss or damage described in Section 13 above and
its indemnification described in Section 15 below will not be reduced or limited by the actual
insurance policy limits that Carrier chooses to purchase.
15. CARRIER'S INDEMNIFICATION
Carrier shall indemnify, defend, and hold MP3, its customers, consignors, and consignees, and
their respective parent, subsidiaries, affiliates, employees, officers, directors and agents
harmless from and against any and all losses, harm, injuries, damages, claims, costs, expenses,
and liabilities (including reasonable legal fees) arising from, or in connection with services
provided by Carrier, its employees, agents, and contractors, unless resulting directly from the
negligence or willful act or omission of MP3 or its customers and their consignors or consignees
and their respective parent, subsidiaries, affiliates, employees, officers, directors and agents.
16. BILLS OF LADING AND DELIVERY RECEIPTS
Carrier will issue and sign a standard, uniform straight bill of lading, or other receipt acceptable
(“Receipt”) to MP3 and MP3's customers, upon acceptance of goods for transportation.
Receipts may be upon a form prepared and presented by MP3's customers. It is the signing of
the Receipt by Carrier's driver or other representative that constitutes “execution” of the
Receipt, not the preparation of that document. It is agreed that a shipper's and/or consignor's
identification of MP3's name on a Receipt, as a carrier or any capacity other than as a broker,
shall be for the shipper's/consignor's convenience only, and such notation shall not affect or
defeat MP3's status as a Property Broker or Carrier's status as a Motor Carrier. In the event that
the terms and conditions of any Receipt executed by Carrier in connection with a shipment
transported pursuant to this Contract shall conflict with the terms and conditions of this
Contract, the terms and conditions of this Contract shall control and take precedence. In no
event, shall any legend, decal or other reference to any outside or internet rule or tariff in said
Receipt or any delivery receipt apply. Carrier assumes the liability of an interstate motor carrier,
as specified in 49 U.S.C. §14706 or any successor law or statute, for all freight transported
pursuant to this Contract. The Receipt issued or executed by Carrier shall be prima-facie
evidence of receipt of such goods in good order and condition, and in the quantity indicated, by
Carrier unless otherwise noted on the face of said document. In the event that Carrier's
personnel are not allowed or afforded an opportunity to view and/or examine the goods
shipped, prior to loading on to Carrier's vehicle, in order to ascertain the condition of those
goods, then the absence of any exception to the condition of the goods on the Receipt shall not
be conclusive against Carrier as to the condition of the goods when received. However, in such
event, Carrier's personnel shall note on the Receipt that they were not allowed or afforded an
opportunity to view and/or examine the goods shipped. Failure of Carrier to make such a
notation shall create a rebuttable presumption that the goods were received by Carrier in the
correct quantity and in good condition. MP3 and MP3's customers and Carrier specifically
reserve all rights and remedies and defenses conferred by 49 U.S.C. § 14706, and this Contract
is subject to and governed by said statute. Carrier shall submit an original copy of the Receipt to
MP3 evidencing delivery of the shipment unless otherwise instructed by MP3, in which case
Carrier shall retain custody of the Receipt and provide it to MP3 upon request. If Carrier fails to
maintain and provide the Receipt, Carrier assumes all risk of loss resulting from the failure to
prove good delivery.
17. FACTORING
Carrier shall provide MP3 written notice of any factoring at least thirty (30) days prior to such
factoring taking legal effect. MP3 shall make factoring payments to the third parties designated
by Carrier within thirty (30) days of receipt of Carrier's delivery receipt (or as otherwise
provided by a Discount Agreement) of the shipment subject to factoring. Such written notice
shall include the name and address of assignee/transferee, date, date assignment is to begin,
the terms of the assignment, and the UCC Statement of the transferee, and shall be considered
delivered upon receipt of such written notice by MP3. Carrier shall be allowed to have only one
assignment, factoring or transfer legally effective at any one point in time, and no multiple
assignments, factoring or transfers by the Carrier shall be permitted. Carrier shall indemnify
MP3 against and hold MP3 harmless from any and all lawsuits, claims, actions, damages
(including reasonable attorneys' fees, obligations, liabilities and liens) arising or imposed in
connection with the assignment or transfer of any account or right arising thereunder where
the Carrier has not complied with the notification assignment requirements of this section.
Carrier also releases and waives any right, claim or action against MP3 for amounts due and
owing under this Contract where Carrier has not complied with the notice requirements of this
section.
18. SUBCONTRACTORS
Carrier specifically agrees that it shall be the party solely responsible for operating the
equipment necessary to transport commodities under this Contract and that it shall not, in any
manner, sub-contract, broker or tender to any third party for transportation any freight
tendered to Carrier pursuant to this Contract. In the event that Carrier shall employ any
subcontractor or other person for the performance of all or any portion of the services required
hereunder to be performed by Carrier, Carrier shall be and remain liable to MP3 under the
terms of this Contract including, without limitation, liability for loss, damage or delay of any
shipments, whether such loss, damage or delay occurred while such shipment was in the
possession of Carrier or such subcontractor or other person. Carrier shall be solely and
exclusively responsible to pay any charges of any subcontractor or other person and agrees to
indemnify and defend MP3 and its customers from and against any claims made by any such
subcontractor or other person in connection with its provision of services required to be
performed by Carrier hereunder.
Notwithstanding the terms of this provision, if Carrier violates this Contract and co-brokers any
freight tendered to Carrier pursuant to this Contract, MP3 may, in its sole discretion, do one or
more of the following: (a) terminate this Contract and MP3's relationship with Carrier; and/or
(b) require the Carrier to immediately provide security (cash, bond or letter of credit) in a
minimum amount of fifty thousand dollars ($50,000), or such greater amount required by MP3,
to secure Carrier's liability to carriers it engages. Carrier further acknowledges and agrees that
MP3 may, in its sole discretion, withhold payment to Carrier and make payment directly to
carriers it engages. The terms and conditions of this Contract shall apply to and be binding upon
Carrier with respect to all shipments initially routed or dispatched by MP3 on behalf of MP3's
customers without regard to who tendered any individual shipment to Carrier. This is
specifically intended to cover and apply to any so called “double brokered” shipments, which
are shipments that MP3 tendered to another carrier to transport, but which that carrier,
instead of transporting the shipment, either tendered the shipment to Carrier or to another
person that tendered that shipment to Carrier. This shall apply whether or not Carrier knew at
the time it accepted the shipment that the shipment was one which MP3 tendered. Carrier
shall not be entitled to any payment for any such shipment, other than from the party that
offered or dispatched the shipment to Carrier, except to the extent that MP3 has not paid the
carrier it tendered the shipment to and for an amount no greater than that which MP3 agreed
to pay the carrier it tendered the shipment to. Should Carrier, in violation of this Contract,
contact MP3's customers concerning payment for any such transportation, Carrier shall forfeit
any right to payment for the subject shipment. This Contract shall apply to the transportation of
freight moving in international or foreign commerce, without regard to the country of origin or
destination.
19. COMMUNICATIONS, CONFIDENTIALITY, TREATMENT OF INFORMATION
a. Carrier and MP3 shall endeavor to communicate by the most effective and efficient means
to exchange information, including instructions, rates, equipment, shipment location, and
other information helpful or necessary to achieve the intentions of the parties herein.
Such communications and information transmission presently includes telephone,
telecopier, software, e-mail, internet, electronic data interchange, satellite, and
information received from third parties (including affiliates of MP3, outside billing
companies and freight payment entities), but this is not intended to be limiting the
manner of future communications as they develop.
b. Shipment Visibility Technology Requirements. Carrier agrees to utilize a MP3 approved
shipment status and/or tracking technology on all shipment tenders accepted by Carrier
from MP3. The tracking technology used by Carrier shall provide automated electronic
 shipment updates at intervals at least every sixty (60) minutes up to every fifteen (15)
minutes throughout the duration of the shipment. As used herein, “duration of the
shipment” is defined as beginning a minimum of one hour prior to the pick-up
appointment and ending upon Carrier's departure from the final delivery location.
c. Carrier grant's MP3 a non-cancelable, worldwide, transferable, royalty free license to hold,
maintain, access, use, display, and share all shipment status and/or tracking data
generated throughout the duration of the shipment, regardless of technology used to
generate the status and/or tracking data. Use of shipment status and/or tracking data
includes but is not limited to the development, use, and display of predictive analysis tools
based on the shipment status and/or tracking data. In addition to receiving status and/or
tracking data directly from Carrier, Carrier expressly agrees and hereby grants Carrier's
formal authorization (without additional approval, communication, or notice) for MP3 to,
if MP3 chooses, in MP3's sole discretion, contract directly with one or more third party
status and/or tracking data providers (i.e. PeopleNet, Omnitracs, etc.) that facilitate the
automatic electronic shipment status and tracking data transmission related to shipments
transported by Carrier, to establish connectivity between MP3 and such third party to
enable the status and/or tracking data to be captured, transmitted, and stored by MP3 on
all shipments associated to loads tendered by MP3 to Carrier. If required by the third
party, Carrier expressly agrees to, in a timely manner, provide any additional authorization
communication or notice to such third parties necessary to facilitate the provision of
shipment status and/or tracking data between such third party and MP3. All information
furnished by MP3 to Carrier or, with regard to individual shipment status and tracking
information provided by Carrier (or a third party) to MP3, generated and/or arising in the
course of performing work under this Contract shall be deemed to be the confidential and
proprietary information of MP3 and/or its customers. Carrier agrees not to disclose any
such information unless required to do so by order of court or other legally constituted
tribunal, nor to use such information other than in performance of work and/or services
performed and/or provided under this Contract.
d. Carrier will not Process the Personal Information for any purpose other than for the
specific purpose of performing the services on behalf of MP3. Without limiting the
foregoing, Carrier will not (a) collect, retain, use or disclose the Personal Information for a
commercial purpose other than providing the services, (b) sell the Personal Information,
(c) combine the Personal Information received from MP3 with personal information
received from other entities except to the extent necessary to detect data security
incidents or protect against fraudulent or illegal activity, or (d) collect, retain, use or
disclose the Personal Information outside the direct business relationship between Carrier
and MP3. As used herein (i) Personal Information is defined as means any information
relating to an individual who can be identified, directly or indirectly, by reference to an
identifier such as a name, email, telephone number, identification number, location data,
online identifier; and (ii) Process is defined as means any operation or set of operations
performed on Personal Data including but not limited to collection, recording,
organization, structuring, storage, adaptation or alteration, retrieval, consultation, use,
 disclosure by transmission, dissemination, or otherwise making available, alignment or
combination, restriction, erasure, or destruction.
20. ASSIGNMENT
Neither party shall assign this Contract or any rights hereunder without the prior written
consent of the other party, except that MP3 may assign this Contract to any of its parent,
subsidiary or related companies, or to any surviving company in a merger or acquisition. Any
assignment made pursuant to this section shall be binding upon all assigns, heirs, and
successors of the assigning party.
21. NOTICES
All notices made hereunder shall be provided in writing and delivered by email, facsimile,
Confirmation, certified mail, or overnight courier. Notices transmitted by email shall be deemed
received as of the date and time of the receipt confirmation noted by sender's email system.
Notices transmitted by Confirmation shall be deemed received as of the date and time Carrier
picks up the shipment subject to the Confirmation. Notices transmitted by facsimile shall be
deemed received as of the date and time of confirmation printed by sender's machine. Notices
transmitted by certified mail or overnight courier shall be deemed received as of the date and
time signed for by recipient. Notices shall be addressed to the respective parties as set forth
above.
22. FORCE MAJEURE
Neither MP3 nor Carrier shall be liable for any delay in the performance of their respective
obligations under this Contract resulting from any force majeure, including, but not limited to,
acts of God, acts of government or other civil or military authorities, acts of terror, war or riots.
Whenever possible, in the event of a force majeure, the affected party shall promptly notify the
other party in writing, stating the reasons for the inability to comply with the provisions of this
Contract, and the expected duration of the force majeure.
23. NO BACK-SOLICITATION
Carrier agrees that neither it, nor any of its employees or agents, shall solicit, directly or
indirectly, any customers, customers' business, customers' freight, freight or business of MP3
with whom or which Carrier first came into contact with or became aware of as a result of any
shipments tendered to Carrier by MP3 pursuant to this Contract. To the extent that Carrier was
transporting freight for a customer of MP3's prior to the tender of that customer's freight to
Carrier by MP3, this prohibition shall apply only to specific business or lanes of traffic or freight
movement which Carrier, its employees or agents first transported and/or came into contact
with or became aware of as a result of any shipment tendered to Carrier by MP3 pursuant to
this Contract. Carrier agrees that during the term of this Contract and for a period of one (1)
year, commencing with the termination of this Contract, Carrier will not engage in any activity
in any way involving or related to the solicitation, or transportation as a consequence thereof,
of freight, of any kind, such as identified in this section, for or on behalf of or belonging to any
entity or person, natural or otherwise, who was or is a customer of MP3, during the term of this
Contract, any extensions or renewals of this Contract, or any predecessor agreement of like
kind between the parties hereto. The term “Carrier” as used in this section shall include Carrier,
any and all agents or employees of Carrier, and any party which Carrier may contract with to
provide equipment for use in transporting freight. In the event that Carrier violates any
provision of this section, then Carrier shall pay to MP3, not as penalty, but as liquidated
damages, a sum equal to three (3) times the gross revenues derived from any such
transportation by Carrier, plus MP3's actual court costs, expenses and attorneys' fees.
24. NO LIEN
Carrier shall have no lien, and hereby expressly waives its right to any lien on any cargo, freight,
or property of MP3 or any of its customers, consignors or consignees.
25. ENTIRE AGREEMENT – LEGAL REVIEW
This Contract constitutes the entire agreement and understanding between the parties and
supersedes any and all prior agreements and understandings, either oral or written.
Amendments or modifications to this Contract shall be in writing and, except as otherwise
provided for in this Contract, must be signed by a duly authorized representative of each party
hereto. In the event that any portion of this Contract is declared void or unenforceable, then
such provision shall be deemed severed from this Contract which shall otherwise remain in full
force and effect. Carrier warrants and represents that it fully understands its right to review all
aspects of this Contract with an attorney of its choice, that Carrier has had the opportunity to
consult with an attorney of its choice, that Carrier has carefully read and fully understands all
the provisions of this Contract and that Carrier is freely, knowingly, and voluntarily entering into
this Contract. Accordingly, any rule of law or any legal decision that would require
interpretation of any claimed ambiguities in this Contract against the party that drafted it has
no application and is expressly waived.
26. PUBLICITY
Each party agrees not to use the other party's name or logo (including Carrier's use of MP3's
customers' names) for any promotional or other purposes, including but not limited to
customer or service provider lists, marketing materials, or other public releases, without the
prior written consent of the other party.
27. EXECUTION
This Contract may be executed in one or more counterparts and each such counterpart shall,
for all purposes, be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument. Fax and electronic signatures shall be considered
the same as ink original signatures for all purposes pursuant to this Contract.
28. FEES
In the event either party incurs legal fees, costs, or expenses (including reasonable attorneys'
fees) in enforcing any of the provisions of this Contract, or in exercising any right or remedy
arising out of any breach of this Contract by the other party, the prevailing party shall be
entitled to receive such legal fees, costs and expenses from the other party.
29. CHOICE OF LAW
The Parties agree that this Contract shall be governed by, construed and enforced in
accordance with the laws of the State of Minnesota, or, to the extent that Carrier performs
services pursuant to this Contract within, or to or from Canada, by the Province of Ontario and
the Federal laws of Canada applicable within. The parties further agree that all disputes arising
under this Contract shall be submitted to the jurisdiction of the State or Federal Courts within
the State or District of Minnesota located in Hennepin County or the State or District of Illinois
located in Cook County, or, to the extent that Carrier performs services pursuant to this
Contract within, or to or from Canada, to the Province of Ontario or the Federal Courts of
Canada.
The parties hereto have specifically requested that this Contract be drawn up in the English
language only. Les parties aux présentes ont specifiquement requis que la présente Convention
soit rédigée seulement en langue anglaise.
30. MODIFICATIONS TO CONTRACT
Additional operational requirement and/or shipping instructions set forth in the Confirmation
and/or associated written instruction issued by MP3 become part of and shall amend this
Contract. Additionally MP3 may change, modify, add to and/or remove terms of the Contract
(“Changes”) by providing Carrier with fifteen (15) days advance written notice of such Changes,
and Carrier's acceptance of any shipment tender from MP3 after the expiration of a notice
period identifying any Changes shall evidence Carrier's agreement with the Changes to the
Contract and its agreement to be bound by the Changes. Any and all Changes to the Contract
made by MP3 shall only apply prospectively from the expiration of the notice period notifying
Carrier of the Changes. Any change, modification, addition or removal of terms of the Contract
proposed by Carrier must be communicated to MP3 in writing and evidenced through a written
amendment to this Contract signed by both parties.
31. SEVERABILITY
If any provision of this Contract is held to be invalid under the laws of the Federal government,
any State, Province, Territory, Municipality or any other jurisdiction having authority, such
provision will be deemed to have no effect but all other provisions of this Contract shall remain
in full force and effect.
32. WAIVER
The parties have entered into this Contract pursuant to 49 U.S.C. § 14101(b) for the purpose of
providing and receiving transportation services under the rates and conditions set forth in this
Contract. The parties expressly waive any and all rights and remedies permitted to be waived
under the Interstate Commerce Commission Termination Act, to the extent that such rights and
remedies are inconsistent with any of the provisions of this Contract.
33. EMPLOYMENT AND AFFIRMATIVE ACTION OBLIGATIONS.
The parties hereby incorporate the requirements of 41 C.F.R. §§ 60-1.4(a)(1)-(7) and 29 CFR
Part 471, Appendix A to Subpart A, if applicable. In addition, the parties shall abide by the
requirements of 41 C.F.R. §60-300.5(a) and 41 C.F.R. §60-741.5(a), if applicable. These
regulations prohibit discrimination against (1) qualified protected veterans and (2) qualified
individuals on the basis of disability, and require affirmative action to employ and advance in
employment qualified protected veterans and qualified individuals with disabilities.

IN WITNESS WHEREOF, the parties have caused this Contract to be executed as of the date and
year first written above. I, ______________________, am an authorized representative for
_____________________. I am authorized to execute the contract set out above dated MP3
INC and ____________________ and legally bind the company to the terms and conditions set
forth therein.

I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE AGREEMENT AND AGREE TO THE
ENTIRETY OF THE TERMS & CONDITIONS CONTAINED THEREIN. THE AGREEMENT SHALL BE
BINDING ON _________________________. I UNDERSTAND AND ACKNOWLEDGE THAT
_______________________ IS THE "CARRIER " AS THAT TERM IS USED IN THE AGREEMENT."

CARRIER NAME ___________________________________________

AUTHORIZED SIGNATURE ___________________________________
AUTHORIZED REPRESENTATIVE (PRINT) ________________________
DATE _____________________ TIME _________________________