AGREEMENT

Carrier information
Carrier Name Federal Tax Classification
Prime Transportations Services C Corp
INC

MC Number DOT Number Federal ID

798725 2339238 45-5514926

Primary Contact
Name Department
Michael Boyko Owner

Email Phone
mike@primetransinc.net 9169148760

Mailing Address
9704 Splender Way, Sacramento, CA, 95829, United States

Payment Term
Method Days To Pay Fee
We use a factor N/A N/A

Factoring Company
Pathward

:::::::::::::::: **NOTE:THIS CONTRACT IS ONLY SENT BY TRANSERVICE PERSONNEL FROM A

SHIPTIS.COM EMAIL ADDRESS****::::::::::::::::::::

TRANSERVICE LOGISTICS INC d/b/a

TRANSERVICE INTEGRATED SOLUTIONS
CARRIER BROKERAGE CONTRACT

THIS CARRIER BROKERAGE AGREEMENT (“Agreementâ€​) is made and entered into as of

08/2/2023 (“Effective Dateâ€​), by and between Transervice Logistics Inc DBA Transervice Integrated
Solutions, a licensed property broker pursuant to Docket No. MC 295793 (“TISâ€​) and Prime

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Transportations Services INC, a licensed and authorized motor carrier pursuant to USDOT # 2339238 &
Docket No. MC 798725 ("Carrierâ€​) (TIS and Carrier, each a “Partyâ€​ and may collectively be referred
to as the “Partiesâ€​).
Recitals
A) TIS is a licensed transportation broker, as defined under 49 U.S.C. § 13102(2) and 49 C.F.R. §
371.2(a), that arranges the transportation of freight (which may also be referred to as cargo, commodities,
or property) under its contractual arrangements with various shippers, receivers, consignors, and
consignees (each a “Customerâ€​);

B) TIS has distinct transportation needs and desires to engage the services of Carrier within the limits of
its operating authority for transportation of Customers’ freight pursuant to the terms and provisions of
this Agreement.

C) Carrier is authorized to operate in inter-provincial, interstate, and/or intrastate commerce and is

qualified, competent and available to provide for the motor carrier transportation and related services
required by TIS (the “Transportation Servicesâ€​).

D) The Parties acknowledge and agree that the terms and conditions of this Agreement shall govern
Carrier’s performance of all Transportation Services for freight tendered to Carrier by TIS.
Agreement
1. TERM. The Term of this Agreement shall be for one (1) year and shall automatically renew for
successive one (1) year periods; provided, however, that this Agreement may be terminated at any time by
giving thirty (30) days prior written notice to the address provided in this Agreement, or such other address
as may later be provided by either Party. TIS shall have the right to terminate this Agreement immediately
upon written notice to Carrier, without prejudice to any other right or remedy TIS may have, if Carrier: (i)
breaches any material provision of this Agreement and fails to correct such breach within ten (10) days
after written notice specifying the nature of such breach has been provided to Carrier; (ii) has its operating
authority revoked or suspended, or receives a conditional or unsatisfactory safety ratings based the
publicly available information from the FMCSA; (iii) has its insurance canceled, reduced or otherwise
invalidated, or otherwise fails to meet the requirements of Section 7 hereof; or (iv) files a petition in
bankruptcy, or becomes insolvent, or makes a general assignment for the benefit of creditors. Upon the
occurrence of any event set forth in (ii), (iii) or (iv) above, Carrier will immediately terminate handling
TIS’s business and relinquish to TIS control over all Customer cargo in its possession and control on
such date. The Parties intend that the contractual arrangement be continuous in nature until such time as
the Agreement terminates or is terminated by one or both of the Parties, provided however, in the event
the Parties should continue to do business after the termination of this Agreement, the provisions of this
Agreement will continue to apply to all such transactions.

2. CARRIER'S OPERATING AUTHORITY AND COMPLIANCE WITH LAW. Carrier represents and
warrants that it is duly and legally qualified to provide, as a contract carrier, the Transportation Services
contemplated herein under the operating authority and such other registrations as may be required by
applicable state regulatory authorities. Carrier further represents and warrants that it will at all times
maintain its operating authority and any applicable state registrations in good standing, and will comply
with all federal, state and local laws regarding the provision of the Transportation Services contemplated
under this Agreement including, but not limited to, hiring, controlled substances, and hours-of-service
regulations. Additionally, Carrier represents and warrants that it does not have a conditional or
unsatisfactory safety rating issued from the U.S. Department of Transportation, and further agrees to
comply with all federal, state and local laws regarding the provision of the transportation services
contemplated under this Agreement. In the event that Carrier is requested by TIS to transport any
shipment required by the U.S. Department of Transportation to be placarded as a hazardous material, the
Carrier’s driver shall be fully conversant with the applicable rules governing the transportation of
hazardous materials, and shall have been trained in such transportation requirements as required by

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applicable federal rules, and shall have secured a hazardous materials endorsement on his/her CDL as
mandated by the Federal Motor Carrier Safety Regulations (“FMCSR").

3. PERFORMANCE OF SERVICES. Carrier’s services under this Agreement are specifically

designed to meet the distinct needs of TIS under the conditions, specified rates and charges set forth
herein and as shown on separate Rate Confirmations to be signed and/or otherwise agreed to by Carrier
and TIS prior before each shipment is made under this Agreement. The terms and conditions of such
applicable Rate Confirmation are hereby incorporated herein and made a part hereof. Carrier shall
transport all shipments provided by TIS under this Agreement without delay, and all occurrences which
would be probable or certain to cause delay shall be immediately communicated to TIS by Carrier. Carrier
shall pick up, transport and deliver freight tendered by TIS in strict compliance with Customer’s
schedules for pickup, transportation and delivery as communicated to Carrier by TIS. Carrier shall not
transport any of Customer’s freight to any party other than the consignee named on the shipment Bill
of Lading, without the express written consent of the Customer and/or TIS. TIS warrants that Carrier’s
performance of the Transportation Services shall not require Carrier to violate hours-of-service regulations,
and the safe and legal operation of the Carrier and its drivers shall completely and without question
govern and supersede any service requests, demands, preferences, instructions, or information from TIS or
its Customers with respect to any shipment at any time. It is Carrier’s responsibility, prior to accepting
any freight from TIS, to determine whether such shipment can be delivered in accordance with the
schedules set forth and the Carrier’s available hours-of-service and advise TIS of the same. This
Agreement does not grant Carrier an exclusive right to perform the Transportation Services for TIS or its
Customer.

4. RECEIPTS AND BILLS OF LADING. Each shipment hereunder shall be evidenced by a

Uniform (Standard) Bill of Lading naming Carrier as the transporting carrier. Upon delivery of each
shipment made hereunder, Carrier shall obtain a receipt showing the kind and quantity of cargo delivered
to the consignee of such shipment at the destination specified by TIS or the Customer, and Carrier shall
cause such receipt to be signed by the consignee. Any inconsistent and/or contrary terms, conditions or
provisions of the Bill of Lading, manifest or other form of receipt or contract shall be subject and
subordinate to the terms, conditions and provisions of this Agreement, which incorporates by reference
the terms and conditions of the applicable Carrier Confirmation. Notwithstanding the terms contained
therein, unless otherwise noted on the Bill of Lading, all cargo received by Carrier is agreed by the parties
to be received in apparent good order.. Carrier shall notify TIS immediately of any exception made on the
bill of lading or delivery receipt or in the event Carrier becomes aware of a potential claim or of a situation
likely to result in freight loss, damage or delay. The Parties acknowledge and agree that Customer’s or
shipper’s insertion of TIS’s name as the carrier on a Bill of Lading or other freight documentation
shall be for the Customer’s or shipper’s convenience only and shall not change TIS’s status as
the property broker or Carrier’s status as the motor carrier.

5. CARRIER'S OPERATIONS.

(a) Carrier shall, at its sole cost and expense: (i) furnish all equipment necessary or required for the
performance of its obligations hereunder (the "Equipment"); (ii) furnish Equipment for transporting cargo
which is sanitary, and free of any contamination, suitable for the particular commodity being transported
and which will not cause in whole or in part adulteration of the commodity as defined in 21 U.S.C. § 342,
(iii) pay all expenses related, in any way, with the use and operation of the Equipment; (iv) maintain the
Equipment in good repair, mechanical condition and appearance; and (v) utilize only competent, able and
legally licensed personnel. Carrier shall have full control of such personnel; shall perform the services
hereunder as an independent contractor; and shall assume complete responsibility for all state and federal
taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment
compensation, disability, pension and social security insurance) and any other financial obligations arising
out of the transportation performed hereunder. Each driver utilized by Carrier to provide services under

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this Agreement shall hold a valid Commercial Driver’s License (“CDLâ€​) and shall otherwise meet
all of the physical, training and other qualifications for commercial motor vehicle drivers set forth in the
FMCSR. CARRIER shall ensure that each driver is subject to drug and alcohol testing as specified in the
FMCSR.

(b) Carrier represents and warrants that, as of the Effective Date and if Carrier has received a rating,
Carrier’s FMCSA carrier safety rating is not “Unsatisfactoryâ€​ or “Conditional.â€​ Carrier shall
immediately notify TIS upon Carrier obtaining actual or constructive knowledge that Carrier’s FMCSA
carrier safety rating is re-rated as anything other than “Satisfactoryâ€​ or “Unratedâ€​ (or equivalent
terminology as the FMCSA or any successor agency may subsequently adopt). Carrier shall comply with all
applicable laws, rules and regulations applicable to the Transportation Services provided by Carrier under
this Agreement, and shall maintain, and cause its personnel to maintain, the highest standards of
professionalism in the performance of any services provided hereunder. Neither Carrier nor any of its
personnel shall take any action that adversely affects the public image, goodwill, or reputation of TIS or
any Customer. Carrier represents and covenants that no trailer or other vehicle transporting freight under
this Agreement has ever been used to transport garbage or hazardous waste.

(c) In the event Carrier accepts a shipment transporting freight to, from, or through California, CARRIER
CERTIFIES, REPRESENTS AND WARRANTS THAT IT HAS REPORTED ITS COMPLIANCE WITH THE TRUCK
AND BUS REGULATION OF THE CALIFORNIA AIR RESOURCES BOARD (“CARBâ€​) AND/OR IS,
TOGETHER WITH ITS OWNER(S), AWARE OF THE TRUCK AND BUS REGULATION OF THE CARB AND IS
IN COMPLIANCE WITH SUCH REGULATIONS BY USING THE ENGINE MODEL YEAR SCHEDULE. In the
event perishable cargo or other refrigerated commodities are transported under such shipment to, from, or
through California, CARRIER CERTIFIES, REPRESENTS AND WARRANTS THAT ANY TRANSPORTATION
REFRIGERATION UNIT (“TRUâ€​) EQUIPMENT FURNISHED WILL BE IN COMPLIANCE WITH THE IN-
USE REQUIREMENTS OF CALIFORNIA’S TRU REGULATIONS. Carrier shall look to the Carrier
Confirmation Sheet for the necessary TIS information to be furnished under California’s TRU
regulations.

(d) Carrier's equipment will at all times be clean, dry, odor free, pest free and insect free and Carrier will
comply at all times with all applicable laws and regulations pertaining to transportation of applicable food
and food-related commodities, including, without limitation, the Food Safety Modernization Act (21 U.S.C.
§ 2201, et seq.), the Food, Drug and Cosmetic Act (21 U.S.C. § 341, et seq.) (“FD&C Actâ€​), the
Sanitary Food Transportation Act (49 USC 5701 et seq.), and the U.S. Food and Drug Administration’s
Final Rule on the Sanitary Transportation of Human and Animal Food (21 C.F.R. § 1.900 et seq.),
collectively (the “Food Safety Lawsâ€​). Carrier will provide suitable equipment for the transportation of
temperature-controlled commodities and drivers properly trained to handle such commodities. For all
commodities requiring temperature control, Carrier will ensure that temperature control units are properly
operating and maintained at all times, that temperature settings are correct and in accordance with
shipper's requirements as set forth on the shipping order or bill of lading. If no temperature is stated on the
bill of lading or conflicting temperatures are given in a single or multiple documents, Carrier shall obtain
written confirmation of the correct temperature from the shipper and immediately notify and advise TIS in
writing of such temperature for verification. Carrier warrants that it will inspect and maintain, or hire a
service representative to inspect and maintain, each vehicle’s TRU in accordance with the
manufacturer’s recommendations and its insurance policy requirements. Carrier warrants that it shall
maintain a record of each inspection and maintenance service of each TRU and retain the records of such
inspection and maintenance service for a least one year. Copies of these records must be provided upon
request to Carrier’s insurance company and TIS and/or its Customer. Carrier warrants it will maintain
adequate fuel levels for the TRU and assume full liability for claims and expenses incurred by TRU or its
Customer for failure to do so. A refrigerated trailer shall be pre-cooled to the appropriate temperature
before opening the trailer doors. Trailer doors are only to be opened when the shipper is ready to load the
trailer. Once loaded, the trailer, including side doors, shall be closed and sealed with the shipper’s seal

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(in accordance with the terms and conditions detailed below in Section 5.(e)). Upon inspection, if the
temperature of the TRU varies from the original setting by more than two (2) degrees plus or minus,
Carrier’s driver must inspect the TRU to determine the problem. In the event the TRU continues to fail
to maintain the appropriate temperature, Carrier must do everything in its power to correct the problem
immediately and notify TIS of the situation in writing. When arriving at the receiving facility, receiving
personnel shall verify the temperature of the freight and the TRU to ensure the temperature matches the
instructions provided to the Carrier regarding temperature control of the freight. Carrier shall not open the
trailer doors until the receiver had directed Carrier to do so and is ready to offload the freight. If required or
made available by the receiver, Carrier must be present and witness any cargo temperature recording
upon delivery and ensure that such measurements are noted on all copies of the bills of lading and/or
other applicable delivery receipt.

(e) All trailers shall be inspected before loading to ensure compliance with Food Safety Laws and ensure
any seals from the previous trip(s) are removed. Upon arrival at shipping facility, all trailers utilized by
Carrier for transportation of freight under this Agreement shall be empty (at first pickup), clean, dry, odor
free, hole free, and have a solid floor. Once the trailer is loaded, the trailer doors (including side doors)
shall be sealed with the shipper’s uniquely identified device (“sealâ€​) and recorded on the
transport documents. Each seal number will be recorded along with the vehicle trailer or container number,
date, carrier name, etc. by the person (shipper or Carrier) applying the seals. All applicable shipments must
have at least one seal securing the vehicle during transport, and the use of key or combination locks in
lieu of seals for transported materials does not constitute a sealed shipment. Carrier warrants that Carrier
will not break the seal from origin to destination unless and until it receives the express written consent of
the Customer, or unless required to do so by a governmental authority. In either event and to the fullest
extent possible, Carrier shall work to ensure the removal of a seal does not compromise safety. If the seal
is broken in the event of an in-transit regulatory inspection (DOT, Ag Dept., law enforcement, etc.) or the
driver believes the shipment has shifted and needs to be inspected and secured (only after receiving
written authorization from TIS), Carrier’s driver must have additional seals in hand and must reseal the
door(s) after the inspection is completed and record the new seal numbers on the transport
documents. Such procedures should be avoided, except in circumstances where that safe transport of the
cargo is at issue. After affixing the seal, Carrier’s driver must also record the date, time and
circumstances surrounding the in-transit regulatory inspection on the transport documents. Carrier’s
driver shall not leave an open, unlocked, or unsealed trailer unattended at any time. Where a shipment is
being relayed by two or more Carrier drivers, the subsequent driver(s) must visually verify the trailer seal
integrity and that the transport documents accurately record the correct seal numbers and indicate such
inspection on the shipping documents. When arriving at the receiver’s facility, a receiving location
employee must verify seal integrity and ensure the seal numbers match those on the Carrier’s transport
documents. Only the receiving location’s designated personnel may remove the seals once verified to
match the transport documents, and neither Carrier, nor its driver or others, shall remove the seal, except
for in the immediate presence of and at the instruction of the receiver. If the seal is broken without the
express written consent of TIS or the Customer or not under order by a governmental authority, receiver
may reject the entirety of the shipment and Customer may deem the entire shipment a loss, and Carrier
shall be liable for the full economic loss that is incurred by TIS and/or its Customer under such applicable
freight loss, damage or delay claim. Regardless of the use of a trailer seal, Carrier shall ensure no parties,
other than those detailed in this Section, gain access to the freight, and shall not allow the Customer’s
cargo to be commingled with any other party’s cargo.

6. INDEMNITY. Carrier shall defend, indemnify, and hold TIS and its Customers harmless from
and against all loss, liability, damage, claim (cargo or otherwise), fine, penalty, judgment, cost or expense,
including reasonable attorney's fees, arising out of or in any way related to the performance or breach of
this Agreement by Carrier, its employees or independent contractors working for Carrier (collectively, the
“Claimsâ€​), including, but not limited to, Claims for or related to personal injury (including death),
property damage, delay, theft, and Carrier’s possession, use, maintenance, custody or operation of the

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Equipment; provided, however, that Carrier’s indemnification and hold harmless obligations under this
Section will not apply to any portion of such claim attributable to the willful negligence and misconduct of
TIS or its Customer.

7. INSURANCE. Carrier shall procure and maintain, at its sole cost and expense, during the term
of the Agreement; insurance policies in the amounts listed below, to be written by an insurance company
or companies rated “A-VIIIâ€​ or better by A.M. Best Key Rating Guide.

(a) Commercial Automobile Liability insurance with a combined single limit of not less than $1,000,000
(U.S. Dollars) per occurrence and without aggregate limits. Upon request, such insurance shall include a
waiver of subrogation in favor of TIS. Such insurance policy shall name Carrier as insured with respect to
any and all liabilities for personal injury (including death) and property damage arising out of ownership,
maintenance, use or operation, including loading and unloading, of Equipment operated by Carrier under
this Agreement.

(b) Commercial General Liability insurance with a combined single limit of not less than $1,000,000 (U.S.
Dollars) per occurrence and without aggregate limits. Upon request, such insurance shall include a waiver
of subrogation in favor of TIS. Such insurance policy shall name Carrier as insured.

(c) All Risk Broad Form Motor Truck Cargo Legal Liability insurance in an amount not less than
$100,000.00 (U.S. Dollars) per occurrence. Such insurance policy shall name CARRIER as insured and
provide coverage for any loss, damage or delay related to any cargo coming into the possession of Carrier
under this Agreement. The coverage provided under this policy shall have no exclusions or restrictions of
any type that would foreseeably preclude coverage relating to cargo claims and without exclusion for
unattended vehicles. In the event Carrier transports temperature-sensitive shipment(s), Carrier shall also
maintain refrigeration breakdown insurance coverage with the same limits as specified herein. Carrier
further attests that such refrigeration units are maintained under a maintenance service agreement as may
be required to obtain coverage for refrigeration breakdown losses under its policy.

(d) Such workers’ compensation insurance coverage as the Carrier is required to carry under
applicable law in an amount not less than $500,000. Upon request, such insurance shall include a waiver
of subrogation in favor of TIS.
Carrier shall furnish to TIS written certificates obtained from its insurance providers (i) showing that all
insurance coverage required under this Section have been procured and are being properly maintained, (ii)
specifying applicable expiration dates, (iii) specifying that written notice of cancellation or modification of
the policies shall be given to TIS at least thirty (30) days prior to such cancellation or modification, and (iv)
listing TIS as the certificate holder. All policies will act as and respond to any loss covered on a primary
basis and without contribution from TIS. Upon request, Carrier shall provide TIS with copies of the
applicable insurance policies. Additionally, if Carrier maintains that it is exempt from workers’
compensation insurance requirements, then upon request by TIS, Carrier shall provide TIS with evidence
confirming such exemption. Additionally, TIS may elect, at its sole discretion, to specifically require, by
written notice to Carrier, that Carrier cause TIS, its affiliates, and/or its Customer to be listed as an
additional insured or loss payee under one or more of the insurance policies required under this
Section. Notwithstanding any insurance requirement contained in this Section, Carrier acknowledges (i)
that such minimum insurance amounts may not be adequate to fully insure Carrier against any potential
Claim, (ii) the insurance required under this Section in no way limits Carrier’s liability under the
provisions of this Agreement, (iii) that Carrier is solely responsible for carrying the required insurance, and
(iv) that TIS is in no way responsible for any failure on the part of Carrier to carry any particular level of
insurance coverage, even if such coverage is required under this Section. Furthermore, regardless of
TIS’s actual or constructive knowledge thereof, Carrier shall immediately notify TIS upon Carrier
obtaining actual or constructive knowledge that Carrier’s insurance carrier is rated lower than A-VIII in
the most recent edition of the A.M. Best Key Rating Guide (Property/Casualty) or its equivalent.

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8. FREIGHT LOSS, DAMAGE, OR DELAY. Carrier shall have the sole and exclusive care, custody
and control of the Customer’s cargo from the time it is delivered to Carrier for transportation until
delivery to the consignee accompanied by the appropriate receipts as specified in Section 4. Carrier
assumes the liability of a common carrier, pursuant to the Carmack Amendment, for loss, delay, damage
to or destruction of any and all of Customer’s cargo or commodities while under Carrier’s care,
custody or control. TIS is hereby authorized to withhold any and all sums due Carrier to sufficiently cover a
potential Claim or other charge imposed herein or by its Customer. Such other charges, include, but are
not limited to, any and all additional transportation costs incurred by TIS or its Customer if Carrier fails to
deliver any Customer’s freight in accordance with the terms agreed to by the Parties. Carrier shall pay
to TIS within the time period provided in this Section, and/or allow TIS to deduct from the amount TIS owes
Carrier, TIS’s and/or its Customer’s full actual loss for the kind and quantity of commodities so lost,
delayed, damaged or destroyed. Carrier shall be liable to TIS for all economic loss, including consequential
damages that are incurred by TIS or the Customer for any freight loss, damage or delay claim. Carrier
acknowledges and agrees that food that has been transported or offered for transport under conditions
that are not in compliance with applicable shipper’s and/or Customer’s instructions, as provided to
Carrier, may be considered “adulterated,â€​ within the meaning of the Federal Food, Drug and
Cosmetic Act, 21 U.S.C. §342(i), and its implementing regulations. Food found to be “adulteratedâ€​ in
accordance with the preceding provision shall be considered damaged hereunder and subject to the
provisions regarding cargo loss, damage, and delay contained herein. Therefore, Carrier further
acknowledges and agrees that adulterated shipments may be refused and/or rejected by the consignee or
receiver, upon delivery, without diminishing or reducing Carrier’s liability for loss, damage, or
destruction to such freight. TIS shall file cargo claims with Carrier in accordance with 49 C.F.R. §370.3;
and the Parties hereby agree that such minimum filing requirements may be satisfied using electronic
communications. Payments by Carrier to TIS or its Customer, pursuant to the provisions of this Section,
shall be made within thirty (30) days following receipt by Carrier of TIS’s or Customer’s invoice and
supporting documentation for the claim. Carrier acknowledges and agrees that Carrier is deemed to have
sole and exclusive care, custody, and control of the Customer’s cargo, and that the provisions of this
Section shall apply to Carrier regardless of whether the loss, delay, damage to or destruction of any and all
of Customer’s cargo or commodities occurs while under the care, custody, or control of another carrier
as a result of Carrier’s “double brokeringâ€​ or other action or inaction.

9. WAIVER OF CARRIER'S LIEN/SALVAGE. Carrier shall not withhold any cargo of the Customer
on account of any dispute as to rates or any alleged failure of TIS to pay charges incurred under this
Agreement. Carrier is relying upon the general credit of TIS and hereby waives and releases all liens
which Carrier might otherwise have to any cargo of TIS or its Customer in the possession or control of
Carrier. Tendering freight to Carrier shall neither alter the Customer’s rights to such freight nor give
Carrier any title interest in the freight. In the event of a freight loss, damage or delay claim as detailed in
Section 8, Carrier shall have no right of salvage or disposal and shall not under any circumstance allow
Customer’s cargo to be sold or made available for sale or otherwise disposed of in any salvage or
secondary market without TIS’s and TIS’s Customer’s written authorization. Failure of Customer
to seek salvage, in its sole discretion, shall not minimize Carrier’s liability in accordance with Sections 6
and 8, or allow the Carrier or its insurer to reduce or offset its liability for the full value of the loss sustained
by TIS and/or Customer. Neither Carrier nor its insurer shall be entitled to receive the benefit of TIS’s or
any shipper’s, receiver’s or Customer’s insurance.

10. PAYMENTS. Carrier will charge and TIS will pay for the Transportation Services performed
under this Agreement at the rates and charges as shown on separate Rate Confirmations to be signed
and/or otherwise agreed to by Carrier and TIS before each shipment made under this Agreement. Carrier
represents and warrants that there are no other applicable rates or charges except those established in
this Agreement or in any Rate Confirmation provided by TIS. Payment by TIS will be made within thirty (30)
days of receipt by TIS of Carrier’s freight bill, bill of lading, clear delivery receipt, and any other

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necessary billing documents TIS deems necessary to ascertain that the Transportation Services have been
provided at the agreed upon charge (collectively the “Billing Documentsâ€​). Carrier agrees that no
penalties or interest or will be assessed to TIS for past due amounts. Carrier shall provide TIS the Billing
Documents within fifteen (15) days of delivery. In the event Transportation Services are provided and it is
subsequently discovered that there was no applicable rate in the existing Rate Confirmation or
supplements, the Parties agree that the rate paid by TIS and collected by Carrier shall be the agreed upon
contract rate. In the event a dispute arises between Carrier and TIS related to payment or the accuracy of
any rate or other charge, TIS shall be entitled to withhold such funds in controversy pending a resolution of
the dispute. The time limit for filing overcharge and undercharge claims shall be one-hundred and eighty
(180) days from the date of the original freight invoice. All overcharge claims and duplicate payments shall
be handled and processed by Carrier in accordance with 49 C.F.R. Part 378. Any civil action to recover
freight charges, overcharges, duplicate charges, or undercharges related to the Transportation Services
provided by Carrier hereunder must be commenced within eighteen (18) months from the date of
shipment. Carrier agrees that TIS has the exclusive right to handle all billing of freight charges to the
Customer relating to the Transportation Services provided herein, and, as such, Carrier agrees to waive
any right to and refrain from undertaking any collection efforts against the shipper, receiver, consignor,
consignee or the Customer. Carrier further agrees that TIS has the discretionary right to offset any
payments owed to Carrier hereunder for liability incurred by Carrier pursuant to Section 6 and/or 8 of this
Agreement, and to tender payments directly to third-party carrier pursuant to Section 13 of this Agreement
where Carrier double-brokers or otherwise subcontracts a shipment without TIS’s written authorization.

11. ASSIGNMENT OF PAYMENT; FACTORING. Carrier acknowledges and agrees that if Carrier
utilizes the services of a factoring company or otherwise makes an assignment of any payment due Carrier
under this Agreement, then Carrier shall inform the factoring company or assignee of the terms of this
Agreement and shall cause any such factoring or assignment to be expressly subject to the terms of this
Agreement, including but not limited to the timing and payment terms of Section 10. Carrier shall indemnify
and hold TIS harmless from and against any claims, costs, or damages arising out of or resulting from
Carrier’s factoring or assignment of any payment due Carrier under this Agreement, including but not
limited to any claim made by a factoring company or assignee against any performance or other bond held
by TIS.

12. CONFIDENTIALITY AND NON-SOLICITATION. Neither party may disclose the terms of this
Agreement, or any proprietary information either Party learns about the other in the course of performing
services under this Agreement, to a third party without the written consent of the other Party except: (a) as
required by applicable state or federal law or regulation; (b) disclosures made to its parent, subsidiary or
affiliate company; or (c) to facilitate rating or auditing of transportation charges by an authorized agent and
such agent agrees to keep the terms of the Agreement confidential. Carrier will not solicit traffic from or
offer Transportation Services directly to any shipper, consignor, consignee or Customer of TIS where (y)
the availability of such traffic first became known to Carrier as a result of TIS’s efforts, or (z) the traffic of
the shipper, consignor, consignee, or Customer of TIS was first tendered to Carrier by TIS. If Carrier
breaches this Agreement and directly or indirectly solicits traffic from any Customer of TIS and obtains
traffic from such Customer during the term of this Agreement or for twelve (12) months thereafter, Carrier
shall be obligated to pay TIS, for a period of fifteen (15) months thereafter, commission in the amount of
thirty- five percent (35%) of the transportation revenue resulting from Transportations Services performed
for the Customer, and Carrier shall provide TIS with all documentation requested by TIS to verify such
transportation revenue. Carrier hereby consents and agrees that TIS has the right to gain access to, obtain,
review, and audit Carrier’s records at any time, with or without notice, during the applicable restrictive
period to ensure Carrier’s compliance with this Section.

13. SUB-CONTRACT PROHIBITION. Carrier specifically agrees that all freight tendered to it by
TIS shall be transported on Equipment operated only under the direct operating authority of Carrier, and

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that Carrier shall not in any manner sub-contract, broker, interline, or in any other form arrange for the
freight to be transported by a third party without the prior written consent of TIS. TIS may require, among
other conditions to such consent, that appropriate documentation, including without limitation, the
documentation contemplated under Sections 2 and 7 of this Agreement, be provided by any such third
party. Carrier shall not be entitled to payment for shipments which are “double brokered,â€​ interlined
or otherwise sub-contracted without TIS’s authorization; rather, TIS may, at its option, make
arrangements for payment directly to the end carrier with which Carrier contracted or arranged upon
receipt of appropriate Bills of Lading and other documentation as TIS may require, regardless of such
amount paid by TIS to the end carrier. Carrier shall indemnify and hold TIS harmless from any claims, costs,
or damages resulting from Carrier’s “double brokering,â€​ interlining or unauthorized sub-
contracting of shipments.

14. INDEPENDENT CONTRACTORS. In connection with this Agreement, each Party is an

independent contractor and as such will have no authority to bind or commit the other. Nothing herein
shall be deemed or construed to create an agency relationship, joint venture or partnership between the
Parties for any purpose.

15. ASSIGNMENT/MODIFICATION/BENEFIT OF AGREEMENT. This Agreement may not be

assigned or transferred in whole or in part by either Party without the prior written consent of the other
Party. Notwithstanding the foregoing, the following assignments or transfers by TIS shall be allowed
without the Carrier’s consent: assignments or transfers to an entity (a) that is merged or consolidated
with TIS, (b) that acquired all or substantially all of TIS’s assets, or (c) that controls, is controlled by, or is
under common control with the TIS. The Parties further agree that this Agreement, which incorporates the
terms and conditions of the applicable Rate Confirmation, supersedes all other agreements and all tariffs,
circulars, pricing authorities and rates, classifications and schedules and/or similar documents published,
filed or otherwise maintained by Carrier. In addition, any attempt by Carrier to limit its liability by tariff or
other provision of any other document shall be null and void. This Agreement shall be binding upon and
inure to the benefit of the Parties hereto as well as their successors and permitted assigns.

16. SEVERABILITY. In the event that the operation of any portion of this Agreement results in a
violation of any law, the parties agree that such portion shall be severable and that the remaining
provisions of this Agreement shall continue in full force and effect.

17. WAIVER. Carrier expressly waives any and all rights and remedies allowed under 49 U.S.C. §
14101, or any successor provisions, to the extent that such rights and remedies conflict with this
Agreement. Failure of TIS to insist upon Carrier’s performance under this Agreement or to exercise any
right or privilege provided for herein shall not be a waiver of any TIS’s rights or privileges herein. No
such waiver shall be binding unless it is in writing.

18. DISPUTE RESOLUTION. This Agreement shall be deemed to have been drawn in accordance
with the statutes and laws of the State of California and, in the event of any disagreement or dispute, the
laws of this state shall apply and suit must be brought in this state.

19. COUNTERPARTS. This Agreement may be executed in one or more counterparts, any and all
of which shall constitute one and the same instrument.

20. INTEGRATION. This Agreement constitutes the entire Agreement between the parties with
respect to the subject matter hereof and supersede all prior agreements, oral or written, with respect to
such subject matter. No supplement, amendment or modification of this Agreement and no waiver of any
of its terms, conditions or provisions shall be valid or binding unless in writing duly executed by both
parties hereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their respective
names by their duly authorized representatives as of the date first above written.
"TIS" “Carrierâ€​
Transervice Logistics Inc d/b/a Prime Transportations Services INC
Transervice Integrated Solutions. Carrier Name

Signature: Signature:
Printed: Printed: Michael Boyko
Date: Date: 08/2/2023
Address: Address:
Transervice Integrated Solutions 6 Centerpointe Dr
Suite 770
La Palma, CA 90623 ,

I Agree To The Terms and Conditions: Yes.

Full Name Date

Michael Boyko 08/2/2023

Signature

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