Dash Point Logistics, LLC — Broker Authority

Carrier Profile

Certificate of Compliance, Controlled Substance & Alcohol Use Testing

Dash Point Logistics, LLC -- Broker Carrier Agreement

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Background A. Broker is an interstate property broker operating pursuant to authority granted to it to do so by the Federal Motor Carrier Safety Administration (“FMSCA”) under MC# 719552 that arranges for transportation of freight by motor carrier for Broker’s customers; B. Carrier is an interstate or intrastate motor carrier operating pursuant to authority granted to it to do so by the FMSCA and the U.S. Department of Transportation (“DOT”) under the license(s) listed above and/or pursuant to other permits and/or licenses to operate as an intrastate motor carrier granted to Carrier by one or more state regulatory agencies; C. Broker and Carrier desire to enter into this Agreement to set forth and memorialize the terms of the Agreement between them so that Broker, operating as a freight broker, may tender one or more loads of freight to Carrier on a continuing basis. NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, Broker and Carrier agree as follows: A. Broker is an interstate property broker operating pursuant to authority granted to it to do so by the Federal Motor Carrier Safety Administration (“FMSCA”) under MC# 719552 that arranges for transportation of freight by motor carrier for Broker’s customers; B. Carrier is an interstate or intrastate motor carrier operating pursuant to authority granted to it to do so by the FMSCA and the U.S. Department of Transportation (“DOT”) under the license(s) listed above and/or pursuant to other permits and/or licenses to operate as an intrastate motor carrier granted to Carrier by one or more state regulatory agencies; C. Broker and Carrier desire to enter into this Agreement to set forth and memorialize the terms of the Agreement between them so that Broker, operating as a freight broker, may tender one or more loads of freight to Carrier on a continuing basis. NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, Broker and Carrier agree as follows: Agreement 1. Scope and Term of Agreement: 1.1. Scope Where practical, Broker will provide to Carrier, by electronic or other means a written confirmation of the verbal rate agreement for each load tendered to Carrier by Broker. Carrier will sign the Load Confirmation for each load tendered and will return the same to Broker as soon as is practical. The terms set forth in this Agreement shall apply; however, to all shipments tendered to Carrier by Broker and Accepted by Carrier (whether such acceptance is manifest orally, in writing, or by performance in whole or in part) regardless of whether a Load Confirmation is actually sent to Carrier and regardless of whether the Load Confirmation for a particular load is actually signed by Carrier and returned to Broker. 1.2. Term The term of this Agreement shall by one year from the date hereof and it shall automatically be renewed for successive one (1) year periods, unless terminated, upon thirty (30) day’s prior written notice, with or without cause, by either Party at any time, including the initial term. In the event of termination of this Agreement for any reason, the parties shall by obligated to complete performance of any work in progress in accordance with the terms of this agreement. 1.3. Evidence of Authority and Insurance Prior to or upon execution of this Agreement, Carrier will deliver to Broker copies and evidence of Carrier’s operating authority from the FMCSA, certificates evidencing the insurance required to be provided and carried by Carrier pursuant to Section 7 hereof, and any other documents or information requested by Broker. 2. Tender and Acceptance of Freight: 2.1. Tender and Acceptance of Loads Broker agrees to offer to Carrier one or more shipments of freight from Broker’s customers during the term of this Agreement. Once Carrier agrees, verbally or otherwise to transport a load, Carrier agrees to provide motor carrier services, including but not limited to providing a licensed and qualified driver and all necessary equipment, in order to meet the distinct needs of Broker’s customers including the needs of timely delivery. Carrier agrees that it will not supply equipment that has been used to transport hazardous wastes, solid or liquid, regardless of whether they meet the definition contained in 40 C.F.R. §261.1 et seq. Carrier reserves the right to refuse to transport any shipment prior to picking up or loading such shipment. Once a shipment has been loaded onto Carrier’s equipment; however, Carrier agrees to transport such load in a safe and timely manner in accordance with the terms of this Agreement and any Load Confirmation or other documents provided by Broker; and Carrier agrees that should it return such shipment to its origin or should Carrier fail or be unable to deliver such a shipment it its appointed destination, Carrier shall be liable to Broker for all costs associated with finding and hiring any substitute carrier or employing any other means of delivering such load to its appointed destination and for any other costs associated with transporting such load of freight. Carrier agrees to notify Broker in advance of any accepted or scheduled load that Carrier may not be able to pick up, transport, or deliver in a timely manner. Such notice must be provided in writing to Broker at lease twenty-four (24) hours in advance of the scheduled pick-up for such load. 2.2. Non-Exclusive Agreement Broker and Carrier acknowledge and agree that this Agreement does not bind either party to the exclusive services to each other. Both Broker and Carrier may enter into similar or other agreements with any other person or entity. 2.3. Issuance of Bills of Lading Carrier agrees that for each load of freight tendered and accepted hereafter, Carrier will issue and sign a bill of lading in compliance with 49 C.F.R §373.101 for each load tendered hereafter and that Carrier will list Carrier’s name and MC# on any and all bills of lading and will list no other name or MC#. If Broker’s name is inadvertently or otherwise listed on a bill of lading or other shipping document as the “carrier” or otherwise, such listing shall be deemed to have been for convenience only and shall not change Broker’s role as an interstate property broker only in relation to any such load of freight; nor shall it change Carrier’s role or status as the motor carrier with respect to such load of freight. 2.4. Responsibility/Liability for Freight Unless otherwise agreed in writing, Carrier shall become fully responsible for a load of freight and liable for any loss of or damage to such freight when it takes/receives possession of the same, regardless of whether a bill of lading has been issued and/or signed and/or delivered to Carrier. Such responsibility and liability shall continue until delivery of the freight to the consignee and the consignee’s acceptance of the same. Failure of Carrier to issue and/or adopt a bill of lading, or to sign a bill of lading acknowledging receipt of the freight or otherwise shall not affect the liability of Carrier for damage to and/or loss of such freight. 2.5. Cancelled Loads/Trucks Ordered Not Used If Broker has tendered a load to Carrier that is subsequently cancelled by Broker or Broker’s customer and Carrier has actually sent a driver and equipment to pick-up such a load prior to notification to Carrier that such load has been cancelled , Broker agrees to pay to Carrier and Carrier agrees to accept ninety percent (90%) of any amount that Broker actually collects from its customer relating to cancellation of such load and Carrier shall be entitled to no other amount. Carrier shall provide to Broker all supporting documentation requested by Broker in order for Broker to present any such claim to its customer in a way that Broker, in its sole discretion, deems appropriate and cost-effective to Broker. 3. Carrier’s Invoice and Payment: 3.1. Payment Terms Broker agrees to pay Carrier for Carrier’s services rendered hereunder within twenty-five (25) days of receipt by Broker of Carrier’s invoice, completed Form W-9, valid certificates of insurance, copy of carrier’s valid authority, and the original proof(s) of delivery and bill(s) of lading for the subject load, so long as there are not exceptions or other claims submitted for loss or damage to the subject freight or relating to any other loads that Carrier is currently or has previously hauled. 3.2. Rates Carrier and Broker agree that this is an agreement for specified services pursuant to 49 U.S.C. §141.01(b); thus, the terms of any tariff, statute, rule, regulation, or other agreement(s) that are inconsistent with or conflict with the terms of this Agreement shall not apply; and, Carrier expressly waives any and all rights and/or remedies to which it may be entitled under 49 U.S.C., Subtitle IV, Part B (ICC Termination Act of 1995) to the extent that the same conflict with any term of this Agreement. Carrier agrees that the mutually agreed upon rate as set forth in the Load Confirmation is reasonable for delivery of the subject load to its appointed destination, that such rate is inclusive of any license fees, taxes, tolls, permits, costs of loading, stop-offs, unloading or lumpers, escorts, fuel surcharges, accessorial charges, detention and/or demurrage charges (unless otherwise agreed to in writing) that the freight would not have been tendered to Carrier at any higher rate, and that no amount greater than the amount set forth in the applicable Load Confirmations shall be paid to Carrier. 3.3. Billing of Broker Customer Carrier agrees that Broker only will and is authorized to invoice Broker’s customer; and, Carrier agrees that Broker is the sole and exclusive party that is responsible and/or liable to pay Carrier for its services. Carrier hereby waives any claim it may have, against any person or entity other than against Broker for payment for its services and agrees that Carrier shall not seek payment from any shipper/consignor, consignee, or any other person or entity other than Broker for its services. 4. Safe Operation, Transportation and Delivery of Load: 4.1. Carrier’s Representations and Warranties Carrier hereby warrants and represents to Broker that: 4.1.1. Carrier currently has a “Satisfactory” safety rating (or an equivalent thereof under CSA 2010 or other regulations) from the DOT or, alternatively, has received no DOT or other safety rating that is less than a “Satisfactory” rating and if no DOT safety rating has yet been issued to Carrier, that Carrier operates its business in a way that Carrier believes in good faith would qualify Carrier for a “Satisfactory” DOT safety rating; 4.1.2. If carrier receives any DOT or other safety rating during the term of this Agreement that is less that a “Satisfactory” safety rating, or if Carrier’s authority to operate as a more carrier is revoked, suspended, or rendered “inactive” carrier will notify broker. 4.1.3. Carrier shall at all times operate its business in a safe and prudent manner and in strict and full compliance with all state, federal, and local statutes, rules and regulations relating to the transportation of Hazardous Materials as defined in 49 C.F.R. §172.800, §173 and §397, et seq. (“HAZMAT”), including the licensing and training of HAZMAT qualified drivers to the extent that any loads of freight tendered hereunder constitute HAZMAT, security regulations, loading and securement of freight, controlled substance and alcohol use testing, sanitation, temperature, and contamination requirements for transporting foods, perishables or other products, all other insurance and Worker’ compensation requirements, etc.; 4.1.4. Any and all equipment that Carrier will use to transport a load tendered hereunder is safe, has been properly maintained in a manner that it would pass any and all federal, state, or local safety inspections, and that it is properly fit and designed to be used for the particular type of load that is to be hauled; 4.1.5. Carrier will properly train its drivers in connection with the safe loading, transporting, and unloading of freight tendered hereunder and will abide by all safety rules, regulations, and policies of shippers and consignees to whom freight tendered hereunder is delivered, including, but not limited to, the safety rules, regulations, and policies of job sites to which freight tendered hereunder may be delivered. 5. Cargo Loss, Damage and Delay Claims: 5.1. Carrier Liability for Loss, Damage, and/or Delay Claims Carrier hereby assumes liability for and agrees to pay Broker, Broker’s customer, the shipper/consignor, and/or the consignee, for any and all loss, theft, shortage or damage caused to any freight tendered to Carrier hereunder while such freight is in transit or is otherwise in Carrier’s care, custody, or control; and, Carrier acknowledges and agrees that its liability therefore shall be no less than that of a “common carrier” as provided for in 49 U.S.C. §14706 (the Carmack Amendment). In the event that a shipment tendered to Carrier hereunder, or any part or portion thereof, is lost, damaged, or otherwise not delivered in the same condition as when tendered to Carrier, Carrier’s liability therefore shall be in the amount of the original invoice value or, alternatively, the fair retail market value at the destination point, whichever is greater. Carrier shall also be liable to pay the claimant’s and Broker’s administrative expenses incurred in connection with the filing and prosecution of any claims for loss, theft, shortage, or damage to a shipment or a delay claim, plus the freight charges allocable to the lost or damaged freight. In the event of such a loss, Carrier shall not dispose of damaged freight or freight rejected by a consignee without the prior written consent of Broker and/or the beneficial owner of such freight. Moreover the shipper/consignor, consignee, or other beneficial owner of the subject freight may determine in its sole discretion whether the entire load or any part thereof should be re-sold as salvage or should be otherwise disposed of or destroyed. Carrier shall not claim or contest that such decision by the shipper/consignor, consignee or other beneficial owner shall, in any event, have the right to remove from the goods shipped any and all identifying marks or labels or, alternatively, to mark the goods “Damaged” or similar notation, whether such goods are sold as salvage or otherwise or are otherwise disposed of or destroyed. In the event of a claim for delay in delivery of freight (“a delay claim”), Carrier shall pay to Broker, Broker’s customer, the shipper/consignor, and/or the consignee, the actual damages caused by such delay claim. The provisions of this Agreement shall supersede and prevail over any terms or provisions to the contrary contained in Carrier’s tariff(s), pricing agreements, or other documents. Any attempts to limit Carriers liability for loss, damage, shortage, or delay claims as set forth in this Agreement shall be ineffective and are hereby deemed and agreed to be null and void. 5.2. Claims Processing Carrier agrees that the provisions in 49 C.F.R. §370.1, et seq. shall govern the processing of claims and the processing of salvage, except as may be otherwise provided herein. Claims for damage to a shipment and delay claims shall be filed in writing with Carrier within nine (9) months from the date of delivery. Claims for loss, theft, or shortage shall be filed in writing with the Carrier within (9) months from the date the goods were scheduled to be delivered. Any action to recover from Carrier for such claims will be commenced within two (2) years from the date that Carrier gives written notice that it has disallowed or denies all or any part of a claim. Notwithstanding the terms of 49 C.F.R. §370.9, Carrier shall either pay, decline or make a settlement offer in writing on all cargo loss and/or damage claims within sixty (60) days of receipt of the claim. Failure of Carrier to either pay, decline, or make settlement offer with respect to a claim within such sixty (60) day period shall be deemed to be an admission by the Carrier of liability for the full amount of such claim and a material breach of this Agreement. If the shipper/consignor, consignee, Broker customer or other person or entity pursues a claim for cargo loss, theft, shortage, damage or delay involving a shipment tendered to Carrier hereunder directly against Carrier and prevails in pursuing recovery for such a claim, such party shall be entitled to recover from Carrier its costs and attorney fees incurred in pursuing such action. Broker shall have the right to deduct, withhold payment of or otherwise offset against any amounts that Broker may owe to Carrier for the full amount of any claim for loss of and/or damage to cargo, for delay in delivery, or for any other claim that Broker may have against Carrier. Additionally, should Broker, in its sole discretion, pay any customer shipper, consignee, or other party in interest for a cargo loss and/or damage claim or claim for delay in delivery of freight, Broker shall be deemed to be subrogated to the rights of such party to pursue such claim against Carrier and any other potentially responsible person or entity. 6. Accidents 6.1. Carrier’s Reporting of and Indemnification for Accidents In the event that Carrier’s driver or equipment (or the equipment or driver of any of Carrier’s agents, subhaulers, connecting carriers, or other carriers to whom Carrier may tender or broker a load tendered hereunder-hereafter “subcontractor(s)”—despite this Agreement’s prohibition against any such delegation of Carrier’s duties hereunder) that is transporting a load tendered hereunder is involved in and accident or other incident causing damage to the shipment, involving personal and/or bodily injury or death to another person, involving damage to the property of another person (including, but not limited to, environmental contaminations or other damage to the environment or damage to the facilities of the shipper or the consignee)—all such types of claims being referred to hereafter as “Claims”, Carriers shall immediately notify Broker of any such occurrence or accident; and, Carrier shall indemnify, defend, and hold harmless Broker, Broker’s customer, and any shipper/consignor and consignee, and any of their respective parent, subsidiary, sibling, or affiliated corporation, companies, or entities, and each of their respective officers, directors, shareholders, principals, employees, and agents from and against any and all such Claims, whether such Claims arise out of or occur during the course of transporting, loading, unloading, staging,, or otherwise moving such load, or otherwise while such load is in the possession, care, custody or control of Carrier or its subcontractor(s), or while Carrier or its subcontractor(s) is traveling to or from a pick-up location or a delivery destination, even though the accident or incident giving rise to such Claims may be caused in part by the concurrent and/or contributory negligence or other fault (whether active or passive or of any kind, nature, or description) of a person or entity to be indemnified hereunder; but, not if the accident or other incident is due solely to the negligence or other fault of the person or entity to be indemnified hereunder. Any person or entity to be indemnified from Claims hereunder shall have the right, but not the obligation, to participate in the defense, negotiation, and/or settlement of any such Claims, either on its own or through attorneys of its own choosing, without relieving Carrier of any of its obligations hereunder. 7. Insurance 7.1. Insurance Required Carrier agrees to procure and maintain, at its own expense, at all times during the term of this Agreement, including any extensions thereof, the following insurance coverage in the amounts indicated and in such greater amounts as Broker may specify from time-to-time: a) Comprehensive general liability in the amount of, at least, $1,000,000. b) Auto-liability (including hired and non-owned vehicles) insurance covering bodily injury (including death) and property damage in the amount of, at least $1,000,000 ($5,000,000 if transporting HAZMAT), including environmental damages due to release or discharge of HAZMAT, per occurrence; c) Cargo damage insurance in the amount of at least $100,000 per occurrence; d) Workers’ compensation insurance coverage as required by law and employers liability insurance in the amount of at least $100,000. In addition to the higher coverage limits which may be specified above, the insurance policies shall also comply with minimum requirements of the FMCSA and any other applicable regulatory agency. 7.2. Policies/Cancellation or Expiration of Insurance – Exclusions CARRIER shall cause BROKER to be listed as a “certificate holder” under all of Carrier’s general liability, auto-liability, and cargo damage insurance policies. This listing shall require the insurance policies to provide a thirty (30) day advance written notice of cancellation or terminations of the above mentioned coverage’s. CARRIER will cause its insurance company to send copies of such certificates of insurance confirming such listing to Broker via facsimile and U.S. mail. Carrier hereby warrants and represents that its insurance, is valid and continues in effect and that such policies of insurance have no exclusions or waivers that are inconsistent with providing the insurance coverage set forth herein or that would otherwise impair Broker, Broker’s customers, shippers/consignors, consignees, or other persons or entities to be indemnified therein or referenced herein from recovering for Carrier’s liabilities to such parties hereunder, including, but not limited to, exclusions or waivers relating to: a) water or moisture damage to goods; b) “reefer breakdown” or losses caused by mechanical failures; c) theft, or unattended vehicle; d) exclusions of certain types of cargo; or, e) covering only scheduled vehicles, when the equipment to be used by Carrier to provide the services hereunder are not scheduled vehicles under such policies. Carrier further warrants and represents that the name under which its motor carrier authority is issued matches exactly the name under the insurance policies required hereunder. Neither Carrier’s failure to procure or maintain the insurance required hereunder or any exclusions or conditions container in any policies of insurance shall relieve or exonerate Carrier from any of its liability or obligations hereunder, nor shall Carrier be relived of any liability or obligation hereunder because a claim or obligation exceeds the amount of insurance procured or maintained by Carrier. 8. Independent Relationship/No Delegation 8.1. Independent Relationship Carrier’s relationship to Broker shall at all times be that of an independent contractor and nothing contained herein shall be construed to be inconsistent with that status. No term or provision of this Agreement, nor any act or omission of either party shall be construed for any purpose to express or imply any joint venture, partnership, principal/agent/employer/employee or another relationship between Broker and Carrier. Carrier shall have no authority to act on behalf of Broker or to alter in any manner any contractual or other relationship of Broker with its customer, shippers/consignors, consignees, or any other person or entity. Carrier shall bear all costs of and shall provide all labor, wages, equipment, fuel, insurance, payroll taxes and all other costs associated with performance of Carrier’s transportation services. Carrier agrees to indemnify, defend and hold Broker harmless from all claims or liability imposed or asserted against Broker relating to such costs. 8.2. No Control or Right of Control by Broker Broker cannot and shall not exercise any control over the manner in which Carrier performs its services hereunder or Carrier’s operations, nor does Broker retain any right to control or otherwise supervise Carrier or Carrier’s employees or other agents. Carrier shall by solely responsible for any and all management, control, governance discipline of its employees, agents, and owner/operators. Even though Broker or its customers, shippers/consignors, consignees, or other persons or entities may from time-to-time in Load Confirmations or other documents provided to Carrier suggest routes, types of equipment methods of securing loads, methods of loading or unloading freight or other means of transporting and delivering the subject freight, such suggestions, are for informational purposes only. Carrier retains the right to choose routes, times that Carrier will perform its services, employees, equipment to be used, methods of securing loads, methods of loading or unloading freight and all other means of transporting and delivering the freight. Carrier agrees; however, that it shall deliver each load tendered to it by Broker hereunder to its appointed destination in good condition and in a timely manner according to the dates and times that each such load should be picked-up and delivered and that Carrier will do so in a safe and lawful manner and in accordance with all laws pertaining to hours of service. Carrier should consider instructions, guidelines and/or other suggestions from shippers/consignors and/or consignees; Carrier; however, remains ultimately responsible to choose and control the method of loading, unloading and securing the load and transporting the load and will do so in a safe manner without damaging the load or endangering the public or any person or entity. 8.3. Delegation/Subcontracting/Re-Brokering Prohibited Carrier shall not re-broker, double-broker, subcontract, assign, interline or otherwise transfer or delegate the transportation of any load tendered to it by Broker, nor shall Carrier retain or engage any subhaulers, connecting carriers, rail carriers or other mode of transportation, without the prior written consent of Broker with respect to any and each specific load so delegated. In the event that Carrier breaches this provision prohibiting re-brokering, subcontracting, interlining or otherwise delegating any or Carrier’s duties hereunder, Carrier agrees to indemnify, defend, and hold harmless Broker, Broker’s customers, the shipper/ consignor, the consignee, and any other “bill to” party for any claims or actions arising out of or relating to the acts or omissions of the person or entity to whom Carrier re-brokered, assigned, interlined, transferred the load or otherwise delegated its duties with respect to such load, whether such claims or actions involve damage to freight or other property or involve personal injury, including death. In addition, Broker retains the right, at Broker’s sole option, to not pay Carrier for transporting such a load and to charge Carrier the total amount that would have been paid to Carrier for transporting such a re-brokered or delegated load. 9. Non-Soliciting/Confidentiality 9.1. Covenant to Not Solicit Carrier recognizes that Broker is providing a valuable service under this Agreement in arranging for the transportation of freight and tendering of freight to Carrier to be hauled. Therefore, as part of the consideration for this Agreement, Carrier agrees not to solicit or to otherwise perform transportation or broker services, either directly or indirectly, for any customer of Broker during the term of this Agreement (including any extensions hereof) and for a period of twenty-four (24) months following termination of this Agreement, except as is required by Carrier to fulfill its obligations under this Agreement. Should Carrier violate the non-solicitation provisions of this Section 9, Carrier agrees to pay Broker, as liquidated damages, an amount equal to fifteen percent (15%) of the gross transportation revenue generated by Carrier’s performing transportation or brokerage services for any Broker customer for a period of twenty-four (24) months. 9.2. Confidential Information Carrier further agrees that it shall protect and keep confidential any and all non-public, confidential, or proprietary information of Broker, including, but not limited to, the identity of customers, freight and brokerage rates, and/or any information disclosed or provided to Carrier pursuant to 49 C.F.R. §371.3, that might be provided to Carrier in connection with performing this Agreement. 10. Additional Remedies/Injunctive Relief 10.1. All Provisions of this Agreement may be specifically enforced; however, the failure of Broker to promptly enforce such provisions shall not be construed to be a waiver of Broker’s rights hereunder. In addition, Carrier recognizes that the payment of damages hereunder may not fully compensate Broker for Carrier’s breach of the provisions of this Agreement and that Broker will likely suffer irreparable harm from such a breach. Accordingly, Carrier agrees that should it breach or violate the provisions of this Agreement and that Broker will likely suffer irreparable harm from such a breach. Accordingly, Carrier agrees that should it breach or violate the provisions of this Agreement, that Broker will be entitled to injunctive relief prohibiting Carrier’s broach or violation. 11. Governing Law/Jurisdiction/Attorney Fees 11.1. This agreement shall be deemed to have been negotiated and entered into within the State of Washington. Accordingly, except to the extent (if any) preempted by federal law, the laws of the State of Washington shall govern the interpretation of this Agreement. Carrier expressly submits to the jurisdiction of the Courts of the State of Washington and the United States District Court for the district(s) located within Washington and agrees that jurisdiction and venue shall be proper in such Courts and Carrier waives any claim or defense that such Courts will be an inconvenient forum. Carrier agrees to pay to Broker any and all costs and attorney fees incurred by Broker in enforcing any term or provisions of this agreement, whether incurred before or after institution of a formal legal proceeding and whether incurred before or after entry of a judgment. 12. Miscellaneous 12.1. This Agreement and any Load Confirmations or other documents issued or accepted by Broker pertaining to a load for freight tendered by Broker to Carrier constitute the entire agreement between the parties hereto and are intended to be complete integration o terms. No other prior or contemporaneous agreements exist between Broker and Carrier, except as are set forth herein. No termination or expiration of this Agreement shall relieve either party from any obligation that was incurred hereunder prior to the effective date of such termination or expiration; and, this Agreement shall inure to the benefit of the parties hereto and their respective heirs, successors or assigns. The person executing this Agreement on behalf of Carrier warrants and represents that he/she has valid, existing actual authority to execute the same on behalf of Carrier and agrees to personally indemnify Broker from any breach of this warranty of authority. If any term or provision hereof is held invalid or unenforceable by a court or tribunal or competent jurisdiction, such tenn or provision shall be deemed to be modified to be enforceable or, alternatively, shall be deemed to be served here from, and shall not affect the remaining provisions hereof, which shall remain enforceable to the full extent allowed by law. The failure of either party to enforce a breach or waiver of any provision or term of this Agreement shall not be allowed by law. The failure of either party to enforce a breach or waiver of any provision or term of this Agreement shall not be deemed to constitute a waiver of any subsequent failure or breach. Any paragraph and/or section headings contained herein are for convenience only and shall not affect the interpretation or construction of this Agreement. This Agreement may be executed in any number of counterparts, each of which will be deemed to be a duplicate original hereof.

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