1. BROKER agrees to offer for shipment and CARRIER agrees to transport in its own equipment, quantities of freight agreed to by both CARRIER and BROKER.

2. CARRIER shall comply with the financial responsibility, and legal requirements of the appropriate federal and state laws and regulatory agencies through which it is authorized to operate. CARRIER shall maintain primary cargo insurance in an amount equal to the full value of the maximum value of goods to be transported at any one time under this agreement, with a minimum insurance of $150,000.00 required. CARRIER shall also maintain primary liability insurance in an amount sufficient to cover all liability risk associated with activities related to this agreement, not to be less than $1,000,000.00. CARRIER shall maintain worker’s compensation coverage for all personnel employed by CARRIER in connection with this agreement. CARRIER agrees to provide a certificate of liability and cargo to BROKER and to name BROKER as a “Certificate Holder” on cargo and liability policies.

3. CARRIER shall procure and maintain at its sole cost or expense the following insurance coverages:

a. All Risk Broad Form Motor Truck Cargo Legal Liability Coverage in an amount not less than the full value of the maximum value of goods to be transported at any one time under this agreement, with a minimum of $150,000 required. The coverage provided under the policy shall have no exclusions or restrictions of any type that would foreseeably preclude coverage relating to cargo claims including, but not limited to, exclusions for unattended or unattached trailers, theft, commodities transported under this Agreement, refrigeration breakdown or lack of refrigerator fuel.

4. In the event CARRIER leases a tractor and/or trailer from BROKER the CARRIER is responsible for any loss or damage to the tractor and/or trailer while in the CARRIER’s possession and CARRIER agrees to carry a minimum of eighty thousand dollars ($80,000) in non-owned tractor and/or trailer physical damage coverage. The CARRIER understands and agrees that the policy must name BROKER as a loss payee and as Additional Insured.

5. BROKER agrees to remit payment to carrier within 21 days of receipt of an original, cleanly signed bill of lading. CARRIER shall be liable to BROKER and/or Shipper for any loss or damaged notated on bill of lading. Any additional charges to BROKER must be approved in writing by BROKER.

6. CARRIER shall be responsible to comply with all applicable ICC and DOT regulations as well as all other federal and state regulations pertaining to the operations of a motor carrier.

7. CARRIER agrees to hold BROKER harmless from and indemnify BROKER for any liability resulting from loss or damage to any freight transported by CARRIER pursuant to this agreement, including all cost to defend claims. CARRIER also agrees to hold BROKER harmless from and indemnify BROKER for any liability resulting from personal injury or property damage which may occur during the operations of carrier pursuant to this agreement, including all cost to defend claims.

8. CARRIER, without the prior written consent of BROKER, shall not cause or permit any shipment tendered hereunder to be brokered to or transported by any other motor carrier.

This AGREEMENT made this day of , 20 , by and between , an Interstate Commerce Commission (ICC) authorized MOTOR CONTRACT CARRIER licensed under Permit No. MC , hereinafter referred to as “CARRIER” and CSquare USA, an ICC authorized property broker under license No. MC 1708697 hereinafter referred to as “BROKER”.

9. CARRIER agrees to support and protect BROKER’S efforts in performance of this agreement by refraining from any direct contact or solicitation of BROKER’s customers. During the term of the agreement and for a period of two (2) years from the time of the termination of this agreement. CARRIER shall not, directly or indirectly solicit or do business of transportation or warehousing nature with any of BROKER’S customers who are serviced by CARRIER as result of this agreement unless otherwise agreed to in writing.

10. The relationship of CARRIER to BROKER shall, at all times, be that of an independent contractor except that BROKER shall be the agent for the CARRIER for the collection and payment of charges to CARRIER. CARRIER agrees to bill the BROKER and no one else for payment of services rendered under this contract.

11. This contract is made pursuant of 49 U.S.C. 10923, which authorizes CARRIER to enter into contracts with purchasers of motor carrier services set forth in this Contract. This Contract is drawn up pursuant to 49 CFR 1053 inclusive. This Contract does not alter the rights and obligations of the parties regarding the transportation subject to this Contract under Title 49 U.S.C., the Bill of Lading Act and common law, except as provided herein.

12. In the event the Rate Confirmation does not get signed by CARRIER and returned to BROKER, the Rate Confirmation will be considered as accepted by CARRIER upon check-in by CARRIER’S driver at the pickup appointment, or upon CARRIER’S driver picking up the load from shipper.

13. This Agreement reflects the entire agreement of the Parties with respect to the disclosure and use of Proprietary Information for the purposes of the Relationship and supersedes all prior oral and written representations, warranties, covenants, commitments, guarantees, and other agreements about the same subject matter.

14. No amendment to or modification of this Agreement is effective unless reduced to writing and executed by authorized representatives of each of the Parties.

15. This Agreement is governed by and construed in accordance with the laws of Iowa without reference to conflicts-of-law principles. Any claim or dispute arising out of or in connection with this Agreement must be brought in a federal or state court of competent jurisdiction, and proper venue within the State of Iowa, and each Party consents and agrees to submit to the exclusive personal jurisdiction and venue of such courts.

16. CARRIER acknowledges that BROKER should not be listed on the Bill of Lading and that if BROKER is listed on the Bill of Lading as the carrier this will occur for the convenience of the shipper only and CARRIER at all times is the actual carrier of goods and BROKER’S role is limited to arranging for transportation. In the event BROKER’S name is listed on the Bill of Lading, shipping manifest or other similar document, as the carrier, CARRIER shall cross-out or otherwise remove BROKER’S name and enter CARRIER’S name as applicable.

IN WITNESS WHEREOF, the parties have executed this Contract at the date and place first set forth above.