This agreement shall govern the services provided by a licensed and authorized motor carrier pursuant to USDOT#{dot} & Docket No. MC # {mc} {companyName}(hereinafter referred to as "Carrier") and PRIORITY LOGISTICS SERVICES INC. (hereinafter to as "Broker") licensed property an broker pursuant to Docket No. MC#1422481. Broker and Carrier agree that notwithstanding other provisions, carnage documents or regulation to the contrary, this Agreement shall govern Carrier's performance and obligations pertaining to transportation servicesfor freight tendered to Carrier hereunder.1. Broker Status. Broker is a freight broker which arranges for third party motor carriers to provide cargo transportation for its customers, in accordancewith its role as legally defined under 49 US.C.§ 13102 Definitions (2), 49 CER. $ 371.2 and 49 U,S.C. 8 14501 c)1),1.1 Carrier Status, Rights and Responsibility.Carrier will perform its Transportation Services for Broker and its Customers as an independent contractor and will not for any purpose be the agent of Broker or Broker’s Customers. Carrier has exclusive control and direction of the work Carrier performs pursuant to this Agreement, Carrier will not contract or take other action in Broker’s name without Broker’s prior written consentCarer agrees to assume full responsibility for the payment of all local, state, Federal and intra-provincial payroll taxes and contributions or taxes for unemployment insurance, worker's compensation insurance, pensions, and other social security or related protection with respect to the persons ngaged by Carrier for Carrier's performance of the transportation and relaled services, and Carriershall indemnify, defend and hold Broker, and its Customer harmless there from. Carrier shall provide Broker, with Carrier's Federal Tax ID number and à copy ofCarrier's IRS Form W-9 prior to commencing any transportation or related services for Broker, under this Agreement.1.2. No Right to Lien or Delay Release of Cargo or Equipment. Carrier will not assert any lien or make any claim on any cargo or equipment, and no lien willAttach against Broker, Its Customers or any cargo or equipment, for failture of Broker, the Customer or any other third party to pay Carrier for charges due to carrier.1.3 Waiver of Rights. Carrier shall, not with standing any other terms of this agreement, expressly waive all rights and remedies under Tille 49 U.S.C, Subtitle Part B to the extent they conflict with this Agreement.1.4 SubContract Prohibition. Carrier expressly agrees that all freight tendered to it by Broker shall be transported on equipment operaled only under the authority of Carrier, and that Carrier shall not in any manner sub-contract, broker, or in any other form arrange for the freight lo be transported by a third party without the prior written consent of Broker. If Carrier breaches this provision, Broker shall have the right of paying the monies it owes Carrier directly to the delivering Carrier, in lieu of payment to Carrier. Upon Broker's payment to delivering Carrier, Carrier shall not be released from any liability to Broker under this agreement. In addition to the indemnity obligation reflected in this agreement the Carrier will be liable for actual damages for violation of this clause of the agreement.In Witness Whereof, We have executed this Agreement As of the date and year first shown above.