{name} and J&S Quality Logistics LLC, hereinafter referred to as Broker,
a licensed broker of property authorized by the Federal Motor Carrier Safety
Administration, according to Docket No. MC#1333549 DOT#3753705.
The purpose of this Agreement is to establish a working relationship whereby the
BROKER supports the AGENT and their transportation activity to the benefit of
both parties. The AGENT, having fulfilled the terms and conditions of this
AGREEMENT, may operate their agency under the authority of licensed property
BROKER for this Agreement, the definition of a Shipper is any A A A 
person or a company that is responsible for paying an invoice for the movement of
freight. A Carrier is any person or company authorized by the Federal Motor Carrier Safety Administration (FMCSA) as a mode of transportation for interstate
commerce. WHEREAS, Broker has earned the respect of the US shipping and
transportation communities, and WHEREAS, Broker has developed
transportation, contracting, and remitting capabilities that relieve Agents of
burden some paperwork, including credit acceptance and collections, as well as 
well as other features that benefit the Agent’s brokering activities and,
WHEREAS, Agent desires Broker to perform certain administrative functions
and desires affiliation with the Broker as a creditworthy service institution and
The Broker agrees not to circumvent or back-solicit the Agents' customer/shipper base.
Now, THEREFORE, Agent and Broker agree to perform the following activities
and to split commissions realized from their joint transportation brokering activity, in a manner agreed upon as set forth below.

AGENT DUTIES:
The agent’s duties in this Agreement are to secure commitments from Shippers and
Carriers to move freight from one location to another, including the following: (A)
The agent must prepare the Broker's load confirmation agreement, with sufficient
information to permit the Broker to legally contract with authorized Carriers. (B)
The agent must conduct brokering activity by (C.F.R. 49 Section 370)
(C) Agent must assist Broker with credit acceptance and collection procedures,
and be liable for payment of uncollectable freight bills and for claims resulting
from the errors and omissions of the Agent while performing his/her duties as
defined by this Agreement. (D) The agent must offer to Broker all freight shipments in which they represent the Broker as the party responsible for payments. Such freight brokered to other carriers without the knowledge and prior approval of Broker is cause for immediate termination of the Agreement. (E) The agent is responsible for compensating the licensed carrier, as well as Agent must submit negotiations, payments, and settlements with the broker from carriers. (F) The agent will tender all his/her freight business EXCLUSIVELY to J&S Quality Logistics LLC. (G) The agent must commit to onboarding a minimum of 5 customers within the first 3 months.

BROKER DUTIES:
Broker’s duties in this Agreement are to fulfill all legal requirements mandated by
the U.S. Department of Transportation, and provide additional assistance to
permit the Agent to legally negotiate the movement of freight under the license.
Such duties include the following:
(A) Broker must comply with all regulations of the Negotiated Rates Act of 1993
and 1995, as amended, concerning Contracts of Transportation. Broker will
be liable for undercharges resulting from contracting and billing errors committed
by Broker.
(B) Broker requires all motor carriers to furnish documents to Broker of the current
status of the operating authority granted by the Federal Motor Carrier Safety
Administration (FMCSA), and insurance coverage maintained by the provider.
(C) Broker is responsible for collecting transportation charges from shippers. 
(D) Broker settles commissions due to Agent. (E) Broker may network with other Agents for assistance with particular load requirements. (F) Broker will provide brokering service in the absence of Agent, and commission splits will be 80/10 (80% to Broker) based on the profit for loads successfully negotiated. (G) The broker may assist the agent on a need-to-know basis.

COMMISSION SETTLEMENTS:
All commissions due are settled by the close of business every Friday. In the
case of holidays, all commissions will be settled on Thursday.

FLAT-RATE COMMISSION:
If the agent agrees to a FLAT-RATE commission, the Agent earns a (_60_%)
commission based on the invoice amount for each load. Agent is paid within 14
days of BROKERS' receipt of a clean Bill of lading, as proof that the load
tendered, was successfully delivered to the ultimate destination.

MINIMUM COMMISSION:
The broker must derive at least a $25 commission from any load as the minimum commission.

FINANCING ACCOUNTS:
Agents’ customers/shippers should be prompt in payment.  Shippers who are past due 60 days in payment may be barred, unless special arrangements are made. The agent will be notified by the Broker of all accounts past due.

COLLECTIONS:                                                                                     

Broker will commence collection activity on the 34th day from invoice by faxing or emailing a copy of the invoice and POD to Agent, and request assistance from Agent. Failing receipt of receivable on the 45th day, the Broker will mail a copy of the past-due invoice to the shipper as a past-due notice, and credit to that shipper will be suspended until the account is paid to the current status or other arrangements are made. The agent is required to inform his clients that claims are a separate issue from the payment of the freight bill. The agent will assist in the settlement of any claim. Failing collection efforts of Agent against the shipper, the amount paid to the carrier and Agent will be deducted from Agent’s escrow account. If no escrow is available, a chargeback against outstanding Agent commissions will be made.

PRE-PAID INVOICING:
Broker will invoice shippers without proof of delivery if the Agent can negotiate
pre-paid billing.

BROKER ASSISTANCE:
Broker will assist in the formats listed below, and any other support deemed prudent by the broker. (A) Broker will provide a free Shipper listing of customers (up to 90 days), and will send truck-to-load matches to the Agent’s FAX/EMAIL by 9:00 A.M. Eastern time, Monday through Friday. (B) The broker may provide the necessary software and tools for the Agent to work under the company standards. (C) Broker may network with other Agents for assistance with particular load requirements. 

TERMINATION:
Broker or Agent may terminate the Agreement with 21 days written notice.
Any claim or action under this agreement shall be brought exclusively in the
county and state in which it was signed. Both parties agree to the following
commission for compensation.

- Flat-rate Commission ______ %