III. CARRIER understands that payments due to PARTNER for services rendered pursuant to the terms of this Agreement are not contingent on outstanding company payments due to CARRIER for loads that he/she has hauled for a SHIPPER or BROKER.
e. CARRIER will provide and use their own equipment.
f. CARRIER will carry at its own expense physical damage, bobtail, cargo and liability insurance upon any vehicles or other equipment used by it in carrying out its duties under this agreement.
I. Carrier acknowledges, understands and agrees that in the event that there is any claim for damages to, or loss of, a load/shipment which is not caused by the actions of Six Bits Media, their dispatchers or agents, Carrier agrees that they shall fully cooperate with any and all investigations of claims, as well as any all procedures related to such investigations of claims; and agrees and accepts to fully and timely pay and reimburse Six Bits Media for any and all losses Six Bits Media has paid and has suffered as a result of said claim.
g. CARRIER understands that they are an Independent Contract Driver. CARRIER, nor CARRIER’s employees, agents, or contract personnel are, or shall be deemed, Partner’s employees. CARRIER agree and represent the following: I have the sole right to control and direct the means, manner, and method by which the Services required by this Agreement will be performed; I have the sole right to select the routes taken, starting and quitting times, days of work, and order in which the work is performed; That the services required under the terms of this Agreement shall be provided solely and autonomously by me, the Contractor, with no supervision of my performance by Partner.
h. Labor and Hold Harmless. CARRIER shall, at its own expense: (a) furnish whatever labor is necessary to provide delivery services to BROKERS AND SHIPPERS, and (b) provide Worker’s Compensation and Employer’s Liability Insurance if necessary. CARRIER shall also be responsible for payment of wages and social security and withholding taxes for any of its employees. CARRIER shall hold COMPANY harmless from any liability resulting from injury or death of any persons including but not limited to driving, operating, repairing, maintaining, loading or unloading CARRIER’S equipment.
i. Confidentiality. The Carrier and their employees and agents shall not, during the time of rendering services to PARTNER or thereafter, disclose to anyone other than authorized employees of the Company (or persons designated by such duly authorized employees of the Company) or use for the benefit of the Contractor and his or her employees or for any entity other than Six Bits Media, any information of a confidential nature, including, but not limited to, information relating to: any such materials or intellectual property; any of the Company projects or programs; the technical, commercial or any other affairs of Company; or, any confidential information which the Company has received from a third party.
j. Exclusivity of Equipment. Carrier agrees that any trucks provided to Six Bits Media by Carrier shall be solely and exclusively dispatched by Six Bits Media dispatchers.
2. PARTNER’s General Duties.
COMPANY will assist with all aspects of freight booking process for CARRIER. COMPANY will act as CARRIER’S non-exclusive representative when dealing with Brokers and complete any necessary documentation on behalf of CARRIER.
a. PARTNER agrees to handle paperwork, phone; fax calls to, from the BROKER or SHIPPER to tender commodities shipments to CARRIER for transportation in interstate commerce by CARRIER between points and places within the scope of CARRIER 'S operating authority.
b. PARTNER bears no financial or legal responsibility in the transaction between the SHIPPER, CARRIER agreement.
c. PARTNER must check every single broker’s credit status with the CARRIER’s Factoring Company. PARTNER should only take loads fully approved by the Carrier’s Factoring Company. Incase PARTNER takes loads from not credit approved broker and CARRIER bears any losses, PARTNER is responsible for covering occurred losses.
d. PARTNER will:
I. Make will make all reasonable efforts to keep the truck(s) loaded;
II. Help the driver with his pick-up and delivery information;
III. Make themselves,, or any Six Bits Media team member, available 24/7 to be reached in case of any questions;
IV. Contact CARRIER about EVERY load we find to offer, and the driver will ACCEPT or REJECT the load;
V. Should driver ACCEPT the load and then REJECT it for any reason, Partner will ensure to contact the OWNER of the company and re-mediate the issue;
VI. Will invoice Carrier at time of service, also provide a copy of each load Confirmation Sheet Carrier is being billed for;
VII. In case of accident or any road difficulties, Partner will make all reasonable efforts to ensure that all parties involved are aware of the situation and will reasonably attempt to assist the parties so as to minimize the loss of time and money.
e. PARTNER is obliged to do not disclose to anyone confidential information as driver information or dedicated lanes contacts, unless previously agreed to by the parties, emergency, or required by law.
f. PARTNER guarantees no double-brokerage or misinterpretation of promised services.
3. Duration.
This Agreement shall become effective on the date inserted in the first sentence of this agreement and shall remain in effect for a period of one (1) month. Thereafter, it shall be effective from month to month unless sooner terminated in accordance with Paragraph 4 of this Agreement.
4. Termination.
This Agreement may be terminated at any time: (a) by mutual consent; (b) by the insolvency of CARRIER due to non-payment; (c) without cause upon either party giving the other thirty (30) days written notice of termination; or (d) with cause upon the breach of this agreement by either of the parties. Termination of this Agreement by either party will not excuse or release either Party of any obligation or debt arising out of this Agreement.
5. CARRIER’s Non-Payment.
In the event that CARRIER fails to make payment to PARTNER as provided by Paragraph 1(d) of the Agreement, or as otherwise provided by this Agreement, in addition to the amount owed, CARRIER agrees to pay PARTNER a penalty of the lesser of either: 1) twenty-five dollars ($25.00) for each day that CARRIER is late, or five hundred dollars ($500.00). It is expressly agreed and understood that any debt owed to PARTNER by CARRIER that is 30 or more days past due will be referred to a third-party collection agency.
No remedy herein conferred upon or reserved to PARTNER is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient.
6. Attorneys Fees and Legal Cost.
In the event CARRIER shall default hereunder, the PARTNER shall be entitled to recover from CARRIER, in addition to all other damages, all costs and expenses, including court costs and reasonable attorney’s fees by the PARTNER to enforce its rights.
7. ADDITIONAL PROVISIONS
a. No Liability: In no event will PARTNER be liable for any incidental, consequential, or indirect damages for the loss of profits, or business interruption arising out of the use of the service.
b. Loading Procedures: Commercial vehicles must be loaded in such a manner as to prevent its cargo from leaking, spilling, blowing or falling from the vehicle. The cargo must be immobilized or secured to prevent shifting to the extent that the vehicle's stability or maneuverability is affected. All vehicle structures, systems, parts and components used to secure cargo must be in proper working order with no damaged or weakened components that will adversely affect their performance. Cargo must be firmly immobilized or secured on or within a vehicle by structures of adequate strength, dunnage or dunnage bags, shoring bars, tie-downs or a combination of these. Articles of cargo that are likely to roll must be restrained by chocks, wedges, a cradle or equivalent means to prevent rolling. Federal regulations provide for specific means of securing logs, building products, metal coils, paper rolls, concrete pipes, intermodal containers, automobiles, heavy equipment, crushed vehicles, and boulders.
Cargo must be secured so that when a vehicle decelerates at a rate of 20 feet per second, the cargo will remain on the vehicle and will not penetrate the vehicle's front-end structure.
Any vehicle having a load or component which extends beyond the sides more than 4 inches or more than 4 feet beyond the rear must have the extremities marked with a red or orange fluorescent warning flag. If the projecting load is 2 feet in width or less, only one flag is required at the extreme rear of the load. If the projecting load is greater than 2 feet in width, two flags must be used at the extreme width and length on each side of the load.
c. Responsibilities for Proper Loading (Disclaimer): A driver cannot operate a commercial vehicle unless (1) the cargo is properly distributed and adequately secured, (2) the means of fastening the cargo is secured, and (3) the cargo does not obscure the driver's view or interfere with the movement of his arms or legs. A driver must assure himself that the load is adequately secured before he drives the vehicle and must examine the cargo and its load-securing devices within the first 50 miles after beginning a trip and adjust the load-securing devices as needed. The driver must also reexamine the cargo and its securing devices when he makes a change of his duty status, after the vehicle has been driven for three hours, or after the vehicle has been driven 150 miles whichever comes first. The load inspection procedures do not apply to a sealed trailer when the driver has been ordered not to open it or to a trailer that has been loaded in a manner that makes inspection of the cargo impracticable.
If a member of the public is injured because of improperly loaded cargo, both the shipper who loaded the cargo and the carrier may be held liable for the injury. A shipper that assumes responsibility for loading the vehicle can be held liable for improperly securing a load under a common law theory of negligence, and federal regulations will provide evidence of the proper standard of care to be utilized by the shipper in loading the vehicle.
When the driver himself is injured in an accident, the shipper cannot be held liable for the improper loading of the vehicle unless the loading defects are latent and concealed and cannot be discerned by ordinary observation by the agents of the carrier. In determining if the defect in loading is patent and should have been discovered by the driver, a court will take into consideration the experience of the driver and whether the driver is given assurances by the shipper's employees that there is no defect in the loading of the cargo. A motor carrier cannot be held liable for improperly loading a sealed trailer since the driver does not have the opportunity to inspect the load. When a person is injured during the loading or unloading process at the shipper or consignee's facility, the trucking company's liability will be determined according to the rules applicable to the facility owner, and the company will be subject to the same liability or freedom from liability as the owner.
d. Non-solicitation. During the term of your services agreement, and for a period of one (1) year immediately thereafter, You agree not to solicit any employee or independent contractor of the Company on behalf of any other business enterprise, nor shall you induce any employee or independent contractor associated with Six Bits Media to terminate or breach an employment, contractual or other relationship with the Company, for the purpose of accepting an offer of employment, or any other purpose whatsoever. In the event that Carrier breaches this Paragraph 7.d, Carrier acknowledges, agrees and assumes that they will be liable to Six Bits Media for fine of no less than $100,000.00, and/or, alternatively, shall have the option of buying out that Six Bits Media employee’s or independent contractor’s contract by paying an amount equivalent to that employee or independent contractor’s one year’s salary or earnings, which shall be computed by the employee or independent contractor’s average monthly income and multiplying that number by 12. The average monthly income shall be based on the employee or independent contractor’s previous invoice and earnings which shall be provided by Six Bits Media.
e. Soliciting Customers After Termination of Agreement. For a period of two (2) years following the termination of your agreement and your relationship with the Six Bits Media, You shall not, directly or indirectly, disclose to any person, firm or corporation the names or addresses of any of the customers or clients of the Company or any other information pertaining to them. Neither shall you call on, solicit, take away, or attempt to call on, solicit, or take away any Six Bits Media customer of on whom you have called or with whom you became acquainted during the term of your agreement with Six Bits Media, as the direct or indirect result of your agreement with Six Bits Media. Carrier acknowledges that the violation of this paragraph would cause irreparable harm to Six Bits Media, and accordingly agrees and accepts that any violations of the afore-mentioned prohibitions of this paragraph shall subject the Carrier to a penalty and fine owed to Six Bits Media in an amount $100,000.00, or the maximum penalty allowable under 820 ILCS 90, Illinois Freedom to Work Act.
8. Entire Agreement; Amendments.
This Agreement represents the entire agreement and understanding of the Parties with regard to its subject matter. No prior understandings or agreements of the Parties, whether written or oral, nor any documents not specifically incorporated into this Agreement, nor any course of conduct of the Parties before or after the Effective Date of this Agreement, shall have the effect of modifying the Parties’ rights and obligations under this Agreement in any way.
9. Severability.
To the extent that any provision of this Agreement may be held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall become ineffective as to all matters within the jurisdiction of that court. The court’s holding, however, shall not be treated as affecting the validity or enforceability of any other provision of this Agreement, nor as affecting the validity or enforceability of any part of this Agreement in other jurisdictions.
10. Waiver.
Neither the failure of a Party to exercise any right, power or privilege under this Agreement, nor its delay in any such exercise, shall operate as a waiver of that right, power or privilege. No such waiver shall be binding on either Party unless it is in writing and signed by a Designated Contact of the Party against which the waiver is asserted. No such waiver on one occasion shall preclude subsequent full enforcement of a Party’s rights, powers and privileges under this Agreement or at law or in equity.
11. Successors and Assigns.
This Agreement shall be binding on, and shall inure to the benefit of, both Parties as well as their respective successors and permitted assigns. Assignment of this Agreement by either Party requires Prior Notice to and Consent by the other Party. Neither Party shall unreasonably withhold Consent for an assignment by the other Party to an Affiliate of the assigning Party, provided that the Affiliate first agrees in writing to comply with all terms and conditions of this Agreement.
12. Counterparts.
This Agreement may be executed in one or more counterparts, any and all of which shall constitute one and the same instrument.
13. Governing Law; Jurisdiction; and, Venue:
This agreement shall be governed by and construed in accordance with laws of the State of Illinois without giving effect to any choice of law or conflict of laws provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Illinois. PARTNER and Carrier hereby consent to and agree to submit to the jurisdiction of the Federal and state courts located in Illinois in connection with any claims or controversies arising out of the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as the date written.
PARTNER:
Six Bits Media LLC
By: Grigore Guzun
Title: President
CARRIER:
