This AGREEMENT is made as of this 
* by and between Gemini Quality Dispatch Solutions LLC Hereinafter referred to as DISPATCHER and Motor Carrier * , . Hereinafter referred to as CARRIER. WHEREAS, DISPATCHER is a transportation dispatcher handling the necessary paperwork and freight rate negotiations between FREIGHT BROKERS, SHIPPERS, and the CARRIER to secure “CARGO” for said CARRIER. DISPATCHER is not a PROPERTY BROKER nor acting as a PROPERTY BROKER to the CARRIER. WHEREAS, the transportation service provided by CARRIER for Freight Shippers, whether on regulated, unregulated, or intrastate traffic, is intended by the Parties to be contract carriage between the CARRIER and Freight Shippers/Holders as defined in 49 U.S.C. § 13102 (4) and§14101 (b) and not between DISPATCHER, and the Parties hereto intend that the contractual arrangement be continuous in nature until this agreement is, by its terms, terminated; and; WHEREAS, both DISPATCHER and CARRIER enter into this Agreement for the purpose of providing and receiving specified services under specified rates and conditions, DISPATCHER and CARRIER deem it essential to their respective interest to establish and maintain an independent Contractor relationship in the execution and performance of this agreement;
They hereby agree to the following terms and conditions:
1. DOCUMENTS
CARRIER must furnish DISPATCH with the following documents prior to the implementation of this agreement (W-9, COI, MC Authority Letter, NOA).
2. RELATIONSHIP
This AGREEMENT shall be effective as of the date hereof and shall continue thereafter for a term of (12) months of such date, subject to the right of either party hereto to cancel the AGREEMENT at any time upon not less than (30) days’ notice by email to 24-7@gq-ds.com of one party to another. Carriers cannot steal relationships built by dispatchers. The relationship of CARRIER to DISPATCH shall, always, be that of an independent contractor. DISPATCH agrees to solicit and offer freight transportation shipments for CARRIER from and to such locations between services may be required, subject to the availability of suitable equipment. DISPATCH shall be the agent for CARRIER for searching for loads, booking them, dispatching, handling all paperwork directly with the broker and/or shipper, and any load problems. CARRIER/OWNER OPERATOR WILL SIGN PACKET AGREEING TO HAVE Gemini Quality Dispatch Solutions LLC AS THEIR DISPATCHER UNTIL ONE OR BOTH PARTIES DECIDE TO PART IN BUSINESS.
3. DISPATCH SERVICE METHOD
DISPATCH’s objective is to design a proactive logistic plan a week in advance, based on CARRIER’s territory preference. The plan is influenced by the current situation in the market and/or region, to take advantage of the most profitable loads. DISPATCH’s logistics coordinators (dispatchers) will find loads that best match CARRIER's preference and communicate such options with CARRIER and/or its driver. Once CARRIER agrees to accept the load, DISPATCH will send all necessary and required supporting documents to the broker/shipper. Once the load confirmation is received, it is forwarded to CARRIER, for its records. DISPATCH agrees to “assist” CARRIER with any load issues, road assistance, paperwork, and/or billing issues.
4. SERVICE FEES
Dispatch service for a flat fee of 10% of the load confirmation (unless otherwise specified).
5. COMPENSATION
The amount due to DISPATCH will be invoiced to Carrier once a week. In case the load gets canceled by the broker/shipper for any reason, CARRIER will receive a credit for the load in question for future loads. However, if the load gets canceled by CARRIER for any reason, (i.e. breakdown, etc.) CARRIER will not receive credit for the load in question. On the other hand, CARRIER will be compensated directly from other brokers/shippers handling the load, or from a factoring company chosen by CARRIER. Invoices can be paid to Gemini Quality Dispatch Solutions LLC via PayPal, Cash App, Zelle, Factoring, and Apple Pay, are accepted.
6. NON-SOLICITATION
CARRIER agrees that it will not solicit traffic from any shipper, consignor, or customer of DISPATCH where the CARRIER transports load or is made aware of such traffic, because of DISPATCH efforts. It is further agreed that this non-solicitation provision shall be in force and will affect during the term of this AGREEMENT and for a period of (12) months from the date of the termination of this AGREEMENT for any reason. In the event of non-compliance with the specific provisions of this paragraph, CARRIER upon discovery of the breach, be liable to DISPATCH for 25 percent (25%) of the gross transportation revenue received by CARRIER from said shipper(s) within (30) days after the date of discovery of this AGREEMENT.
7. BILLS OF LADING
Each shipment will be evidenced by a bill of lading issued by other brokers/shippers. Such bills of lading or receipts or invoices are, however, for the sole purpose of evidencing receipt for the goods.
8. EQUIPMENT
CARRIER agrees to provide, operate, and maintain in good working condition, motor vehicles and all allied equipment necessary to perform the Transportation Schedule in a safe, efficient, and economical manner.
9. DRIVERS
CARRIER agrees to provide properly qualified, trained, and licensed drivers and other personnel to perform the transportation and related services under this Agreement and each transportation schedule in a safe, efficient, and economical manner. CARRIER’s personnel are expected to always conduct themselves in a professional manner and shall ascertain and comply with all of Customer’s facility rules and regulations while on Customer’s premises.
10. FREIGHT LOSS, DAMAGE OR DELAY
CARRIER shall have the sole and exclusive care, custody, and control of the shipper’s property from the time it is picked up for transportation until it is delivered to the destination. CARRIER assumes the liability of a common carrier for loss, delay, damage to, or destruction of all of the shipper’s goods or property while under CARRIER’s care. Payments by CARRIER to DISPATCH or its customer, pursuant to the provisions of this section, shall be made within thirty (30) days following receipt by CARRIER of DISPATCH’s or customer’s invoice and supporting documentation for the claim.
11. SUB-CONTRACT PROHIBITION
CARRIER specifically agrees that all freight tendered to it by DISPATCH shall be transported on equipment operated 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 to be transported by a third party without the prior written consent of DISPATCH.
12. INDEMNIFICATION
CARRIER agrees to indemnify, defend, and hold DISPATCH and its customer (including their officers, directors, employees, subcontractors, and agents) harmless from and against all liabilities, damage, fines, penalties, costs, claims, demands, and expenses of whatever type or nature. CARRIER shall be responsible for and agrees to indemnify DISPATCH for all personal injury, property damage, loss, claim, injury, obligation, or liability arising from CARRIER’s actions, behavior, or transportation pursuant to this agreement.
13. GOVERNING LAW, JURISDICTIONS AND VENUE
This agreement shall be governed by and constructed in accordance with laws of the State of Maryland both as interpretation and performance. DISPATCH and CARRIER hereby consent to and agree to submit to the jurisdiction of the federal and state courts located in Prince George County, Maryland with any claims or controversies arising out of this Agreement.
14. PENALTY
A 5-day grace period will be allowed before the account becomes overdue. At 7 days the account will be suspended and a reactivation fee of $200 will apply in addition to any overdue fees. After (14) days the account may be placed for collection. Gemini Quality Dispatch Solutions LLC will invoice the Client as per the terms of the agreement via email or Freshbooks said invoice. $75 fee of the total amount due on cards declined. $100 late delivery fee depending on situation and load, Missing appointments $150. All invoices will be sent out every Friday by 7:00 PM EST and the payment must be made by Tuesday 7:00 PM EST or will result in a late invoice payment of $100. Dispatch will not book any more loads until the carrier paid the amount due to Dispatch.