Agreements

Between CARRIER: Brar Trucking, Inc., Permit No. MC-737757 and SUBHAULER

Address (required)

Phone No

Fed. I.D. or S.S.#

C.A.#

MC#

dThe above named CARRIER desires to secure the services of the above named SUBHAULER for the transportation of general commodities and SUBHAULER desires as an independent contractor to so act and perform.

Now, therefore, in consideration of the mutual promises herein contained, CARRIER and SUBHAULER agree as follows:

1. SUBHAULER'S REPRESENTATIONS AND WARRANTIES:

SUBHAULER represents and warrants as follows:

A. SUBHAULER is engaged in the trucking business and uses the following equipment in the conduct of SUBHAULER’S business: Unit

Unit #:

Equip

Make

Model

License Plate #

VIN#

SUBHAULER will maintain and operate said equipment in compliance with the requirements of all regulatory bodies at all times while providing services covered by this Agreement. SUBHAULER will accept responsibility for any violation(s) of law by SUBHAULER or SUBHAULER employees.

B. SUBHAULER is the holder of all State, Federal, County, or City certificates, permits registrations, authorizations and licenses which are required or necessary for the conduct of business as a dump truck carrier and for the performance of services covered by this Agreement. SUBHAULER will continue to hold such certificates, permits, registrations, authorizations, and licenses in full force and effect at all times while providing services covered by this Agreement.

C. SUBHAULER has Worker's Compensation Insurance coverage for SUBHAULER’s Employees, if any, and will continue such coverage and insurance in effect while providing services covered by this Agreement. SUBHAULER will furnish evidence of such coverage to CARRIER. Upon reasonable request by CARRIER, SUBHAULER will provide a list of all driver employees covered by said Worker's Compensation Insurance Policy.

D. SUBHAULER recognizes that neither SUBHAULER nor SUBHAULER employees are eligible for coverage under the Worker's Compensation Insurance policy held by the CARRIER. SUBHAULER recognizes that he or she is not entitled to make any claim with respect to any Worker's Compensation Insurance policy held by CARRIER.

E. SUBHAULER is an independent contractor and shall provide services covered by this Agreement only as an independent contractor, and not as an employee of CARRIER. CARRIER may, at his sole option, require SUBHAULER, as an independent contractor, to obtain Worker's Compensation Insurance for himself or herself.

F. SUBHAULER shall obtain insurance coverage for public liability and property damage (PL & PD) insurance covering all operations of the SUBHAULER, including liability assumed under this and other contracts and including all vehicles and equipment operated by SUBHAULER, whether owned, rented, or borrowed. The limits for said coverage shall be no less than one million ($1,000,000.00) combined single limit for the services performed pursuant to this Agreement. SUBHAULER shall pay all premiums on such coverage, and SUBHAULER shall have the CARRIER named as an additional insured on the policies of insurance, and shall produce evidence thereof to the CARRIER. SUBHAULER will provide a list of all identified and unidentified equipment covered by the said PL & PD insurance. Furthermore, SUBHAULER agrees that said insurance coverage may not be canceled by any party thereof for any reason without ten (10) day's prior written notice to the CARRIER.

G. SUBHAULER agrees to comply with Federal and State mandated safety requirements and programs, and documentation of compliance will be required.

H. By agreeing to provide services requested by CARRIER, or by undertaking such services, SUBHAULER warrants that all conditions precedent in Section 1 of this agreement have been satisfied and remain effective for the duration of SUBHAUL provision of services pursuant to this Agreement. SUBHAULER shall indemnify and hold harmless CARRIER for any damages resulting from breach of these warranties.

2. EFFECTIVE DATE OF AGREEMENT, SUSPENSION, AND TERMINATION:

This agreement shall become effective on the date that both parties sign it. The term of the agreement shall be from

from Date

To Date

B. This Agreement may be suspended by CARRIER immediately in the event of a breach of the Agreement by SUBHAULER.

3. TERMS AND CONDITIONS OF TRANSPORTATION SERVICE:

A. CARRIER'S business policy will comply with all applicable laws. CARRIER will not accept responsibility for any violation(s) of law by SUBHAULER or SUBHAULER employees.

B. From time to time during the term of this agreement, CARRIER shall request SUBHAULER to provide service. Upon said request, CARRIER shall notify SUBHAULER of material to be transported and of the time and location of the place to load, all within a reasonable time prior to the required delivery time. Thereafter, SUBHAULER, will without

3 delay, cause said material to be transported to the place designated by the CARRIER, or by CARRIER representative. If SUBHAULER fails to provide services for a load after agreeing to take the load, SUBHAULER agrees to pay CARRIER a cancelation fee of 10% of the gross revenue which would have come from that load.

C. CARRIER shall have no control over the persons or operation of equipment used or employed by SUBHAULER in providing services under this Agreement.

D. SUBHAULER will employ capable and responsible persons to operate SUBHAULER equipment safety and expeditiously, and will maintain SUBHAULER equipment so as to efficiently perform the services required. Upon reasonable request by CARRIER, SUBHAULER will provide a current report from the Department of Motor Vehicles of SUBHAULER'S own ADrivers Record Information@, and similar such reports of SUBHAULER employees, if any.

E. SUBHAULER shall provide services under this Agreement in accordance with all applicable State and Federal safety regulations.

F. SUBHAULER shall maintain and operate SUBHAULER equipment at SUBHAULER’S sole expense. SUBHAULER shall pay any and all charges arising there from, including, but not restricted to, labor, fuel, repairs, any and all insurance, permits, and taxes levied or assessed. If the CARRIER pays any such expenses on behalf of SUBHAULER, CARRIER may deduct the amounts of such expense from any amount owed by CARRIER to SUBHAULER.

G. SUBHAULER shall be solely responsible for compensating any persons, including, but not limited to employees, agents, and independent contractors, engaged by SUBHAULER in connection with services performed pursuant to this Agreement.

H. SUBHAULER shall pay all fees, licenses, taxes and fines necessary or incidental to the performance of services rendered.

I. SUBHAULER agrees and understands that signed copies of the shipping documents for services performed must be submitted to the CARRIER prior to payment. No unsigned shipping documents will be processed.

J. Notwithstanding any other provisions of this Agreement to the contrary, CARRIER may withhold from SUBHAULER the SUBHAULER portion of fees and/or amounts imposed by authorized Federal or State Agencies upon transportation performed pursuant to this Agreement. If such withholding is made, CARRIER shall pay said fees to the authorized Federal or State Agencies.

4. TERMS AND CONDITIONS OF PAYMENT

A. CARRIER will compensate SUBHAULER for services performed under this Agreement at 92% of gross revenues for each trip provided to SUBHAULER by CARRIER.

B. SUBHAULER hereby authorizes CARRIER to deduct from such amount specified in Paragraph 4 A., any amounts owed by SUBHAULER to CARRIER including, but not limited to the following:

1. Any amounts for service station charges, repairs, maintenance, tires, parts, oil, fuel advance payment, or other purchases made by CARRIER on behalf of the SUBHAULER, plus any charges incurred by CARRIER for any such advances, such as charges by T-Check, ComCheck, EFS, etc.

2. Any amounts for which CARRIER may be liable by failure of SUBHAULER to conform to the terms of this Agreement.

3. Any amounts for trailer rental, if CARRIER leases trailer equipment to SUBHAULER pursuant to a separate Lease Agreement for such trailer, but only if SUBHAULER is in default in payment under that trailer lease agreement.

4. Any claim for loss, shortage, damage, or contamination of cargo handled by SUBHAULER. SUBHAULER shall carry cargo insurance in the minimum amount of $100,000, naming CARRIER as an additional insured.

5. All back charges to the CARRIER based upon SUBHAULER negligence or service failures during performance of this agreement.

C. CARRIER shall pay SUBHAULER the amount specified in paragraph 4

A. of this agreement, less any deductions authorized by the SUBHAULER (in paragraph 4 B. of this Agreement), provided that the SUBHAULER has submitted to the CARRIER, in a timely manner, signed copies of the shipping documents related to such services.

5. AMENDMENTS:

This Agreement can only be amended or changed in writing executed by both parties. 6. INDEMNIFICATION:

A. SUBHAULER shall and does hereby indemnify, save harmless (and, at CARRIER'S written request, defend) CARRIER and each of its employees, agents and representatives from and against any and all claims, demands, losses, damages, liabilities, costs, expenses, or obligations whatsoever, including reasonable attorney's fees which CARRIER may suffer or incur from any act or omission of SUBHAULER, or because of the failure of SUBHAULER insurance CARRIER to defend any action against CARRIER or settle any judgment against CARRIER arising out of any action, incident, or other happening.

B. The foregoing indemnity and hold harmless obligation of SUBHAULER includes and applies without limitation to any strict liability imposed by law and to injury and damage to CARRIER, SUBHAULER, or third parties, or any or all of them, and their respective property, 5 employees, agents, and representatives, regardless of how any such injury or damage may be caused or suffered by reason of the concurrent or contributory negligence, whether affirmative or passive of CARRIER its agents, employees, representatives, or independent contractors.

C. This indemnity and hold harmless agreement shall apply as a separate and distinct agreement and shall not be limited by the provisions of any insurance policy held by or for SUBHAULER.

D. Notwithstanding the foregoing SUBHAULER liability hereunder shall not include any responsibility for or obligation to indemnify and save CARRIER harmless from loss, damage or expense arising from the sole negligence or willful misconduct of CARRIER, its agents, servants, or its independent contractors who are directly responsible to CARRIER.

By (signature)
(LESSOR)

  (signature)
(LESSEE)

This Lease agreement, made and entered into this

Day of

2015, by and between Brar Trucking, Inc., (the registered owner of the vehicle described below, hereinafter called the "Lessor") and

hereinafter the "Lessee."Witnesseth, that the Lessor hereby leases to the Lessee the Trailer equipment described as follows:

Unit #:

Equip

Make

Model

License#

VIN#

for a term beginning#

and ending Upon the

1. The Trailer described above shall be in the exclusive possession, control and use of the Lessee during the term of this lease, and the Lessee hereby assumes full responsibility for the operation of said equipment during the entire period of this lease. Lessee shall only use the equipment for loads hauled by Lessee for Lessor pursuant to a separate subhaul agreement. Lessee shall provide Lessor with evidence of public liability and property damage insurance (naming Lessor as an additional insured) for the Trailer with single limit coverage of not less than $1,000,000, and cargo insurance of not less than $100,000. Prior to repair by Lessee of any damage to the trailer during the term of the lease, Lessee shall get the written approval of Lessor as to the repair facility.

2. The Lessee agrees to pay to the Lessor for the use of said equipment, rental in the amount of $ per month. Lessee shall deposit with Lessor a security deposit in the same amount as the monthly payment, which deposit may be applied to any rent or other sums due under this lease, and if so applied, Lessee shall restore the deposit to its original amount. At the end of the term, Lessor shall refund to Lessee, without interest, the amount of the deposit remaining after applying any charges or damages to the equipment. The parties will do an inspection at the beginning of this lease to establish the condition of the equipment. Lessee shall pay all operating and maintenance expenses incurred for the operation of the trailer equipment during the term of the lease.

3. Lessee agrees to secure any and all licenses, trip permits, fuel tax permits, and other licenses and permits that may be required on said vehicle for the proper operation thereof in any state or states in which Lessee will operate said vehicles and for which Lessor has not already secured the same.

4. Lessee agrees to hold Lessor harmless and to fully indemnify Lessor from any and all claims which may be asserted or made against Lessor by third parties arising from the operation of said equipment by Lessee and Lessee further agrees to assume the cost and defense of Lessor, including attorney fees, in any legal actions that may be commenced against Lessor that in any

2 way are connected with or arise out of the operation of said equipment during the term of this lease.

5. Lessee agrees to return to Lessor, at the termination of this lease, the trailer covered herein in the same condition as it received said equipment, reasonable wear and tear excluded. Any tires replaced by Lessee shall be replaced with tires in the same condition and wear as when leased. Lessor shall give Lessee a receipt upon taking possession of said equipment.

6. Lessee is not an agent or employee of Lessor for any purpose. Lessee is therefore responsible for providing his own workmen's compensation insurance, employment and income taxes, etc. Further, any drivers or employees of Lessee are the complete responsibility of the Lessee.

7. This lease constitutes the entire Agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings, of the parties. No supplement, modification or amendment of this lease shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this lease shall be deemed or shall constitute, a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

8. This lease shall be binding on, and shall inure to the benefit of, the parties to it, and their respective heirs, legal representatives, successors and assigns. No such assignment by Lessee shall relieve Lessee of his obligations or duties under this lease.

9. In the event Lessor takes legal action against Lessee because of a default by Lessee, Lessee will pay all costs and expenses of such action, including reasonable attorney’s fees. 10. This Agreement shall be construed in accordance with, and governed by, the laws of the State of California.

11. This agreement shall constitute a receipt by the Lessee for the possession and use of the equipment described herein. Executed as of the day and year set forth above. Brar Trucking, Inc.

By (signature)
(LESSOR)

  (signature)
(LESSEE)

(Printed name of Lessee)