W & N GROUP LLC

US DOT # 3545449

MC NUMBER 1185375

PHONE : 582-223-0740

ADDRESS: 11203 BIRCHCREST DR

WARREN, MI 48093

carrier shall have no right to the possession, control and/or use of the motor vehicle equipment described herein and shall not assume no responsibility in respect thereto, except to the extent required by the Interstate Commerce Commission, the Department of Transportation, and any state regulatory agencies that have jurisdiction. Contractor shall comply with all applicable laws and government rules, regulations, and orders relating to anything involved in Contactor's performance pursuant to this Agreement including but not limited to, vehicle licenses, safety devices, and equipment inspection, condition of motor vehicle equipment, emission control, weight, width, height and length of motor vehicles, speed and traffic control, payments for all taxes, workers compensation insurance requirements. Contractors shall pay any fine, penalty of forfeiture or reimburse Carrier if its required to pay any fine, penalty or forfeiture resulting from noncompliance by Contractor, its employees, agents, representatives or subcontractors with any law, statue, rule or ordinance or regulations

In consideration of Contractor's delivery cargo in good order and in a timely manner for Carrier, Carrier
shall compensate Contractor as set forth on Exhibit "B" hereto.
It Shall be the absolute duty and obligation of the Contractor, before the Contractor is entitle to any
compensation for services rendered pursuant to Sections 2. l above to effect delive1y of the commodities
provided or required by the Carrier in food order and with reasonable dispatch, and to submit to Carrier
all required, properly completed documents, including driver's logs, bills of lading, delivery receipts,
original rule receipts, trip lease paperwork (if applicable), weight tickets, and inspections.
In the event that Carrier provides trailer for the Contractor, Carrier will charge 16% of gross pay for its
services, however if Contractor provides their own trailer, Carrier will charge only 12%.
In the event that Contractor fails to submit to Carrier original fuel invoices sufficient to propel to
Contractor's equipment for miles traveled in each state in which it is operated. Carrier shall deduct from
the Contractor's compensation under Section 2.1 and amount to be computed as follows.
a) Miles traveled by 5MPG = Gallons Used
b) Less Gallons Receipt = Gallon Short
c) Gallons Short x 17 cents per gallon =Amount to be deducted
It will be Contractor's obligation to file such reports as may be required in those states that require that
registered owner of the vehicle to file tax returns in those states and pay all taxes required by those states,
including Federal Highway Use Tax returns and such taxes. This provision shall be enforced with respect to operations of the Contractor in all states to ensure lawful compliance by the Carrier with the fuel tax
laws of those states. If the Contractor is running under his/her own IFTA, we must have a copy of the
filing for each quarter, or Contractor will be included in Carrier lFTA and be charged accordingly.

Contractor is retained only for the purpose of providing transportation equipment and the service of transpoporting cargo with same pursuant to his Agreement, and its relationship to Carrier shall be that of an independent contractor. As such, Contractor shall not be entitled to any pension, stock, bonus, profit-sharing, health, or similar benefits which may be available to full time employees and Carrier shall be free to devote its time and attention to such activities as its deems appropriate additionally, Contractor shall be responsible for filing a I 099 Income Tax Form, its income tax wage withholding, Social Security tax withholding, and unemployment insurance and all other expenses incident to said filing. Nothing in this Agreement shall be constructed to establish Carrier and Contractor as employer and employee; master and servant’s joint ventures, principal and agent; or partners.

As a condition to its receiving and payments pursuant to Section 2.1 above, Contractor shall provide and continuously maintain contracted motor vehicle equipment in good, safe, serviceable, and efficient operation condition in all respects and shall bear and pay all expensed of operation of the motor vehicle equipment and provide copies of all maintenance receipts. The contractor authorizes Carrier to install electronic devices including but not limited to ELOGS, GPS, Cameras etc. to leased equipment. If the lease is terminated by either the Carrier or Contractor, Carrier reserves the right to recover all installed electronic devices from Contractor'. Carrier reserves the right to charge Contractor any equipment, installation fees, or additional charges incurred by the recovery of installed electronic devices. FURTHERMORE, authorizing INDEPENDENCE TRUCK REP AIR, repair bills or any other authorized Mechanic Shop, to be deducted from Contractor’s settlement, including, but not limited to, the cost of Labor, fuels, lubricants, oils, parts, repairs, accessories, tires, tubes, and safety equipment so as to comply with all aforementioned governmental regulatory bodies' regulations as requirements.
Contractor shall also provide the basic license plates that are required. If such license plates are procured by the carrier for the Contractor, the Contractor will reimburse the Carrier for such expenditures at the Carriers actual cost by deductions form compensation due to the Contractor pursuant to Section 2.1, at $100 per week until balance is paid in full. If Contractor or Carrier terminates lease before balance is paid off Carrier will be charged for plate until plate is returned. If the plate is not returned final settlement will be held until all items are returned.
The Contractor agrees to pay all licenses, permits and tolls required for proper licensing of the company.
The Contractor or his employee shall take instructions directly from the Carrier’s dispatcher or his designate and both are subject to the dispatcher or his designates’ direction and control.

The vehicular equipment must be maintained in a mechanical condition acceptable to the Carrier and must comply with the Ministry of Transportation and Communications requirements. The Contractor Must supplies the Carrier with monthly maintenance reports and a safety certificate upon request
At the option and approval of the Carrier, the Contractor shall furnish at its expense a full complement of experienced drivers subject to the approval and qualifications by the Carriers, sufficient to keep the motor vehicle equipment operating daily for the maximum number of hours and the maximum number of miles consistent with its proper and safe operation. Contractor shall pay all the compensation due to every driver/taxes, charges, benefits, and claim liabilities of eve1y kind which may arise by virtue of their employment, by the Contractor, and their acts or duties as its employees.
As a condition to its receiving any payments pursuant to Section 2.1 above, Contractor shall not cause or permit any of its drivers/employees to operate the contracted equipment until the driver/employee has been approved and qualified by the carrier as to meet all carrier and government regulations.
Contractor, as set forth by the U.S. Department of Transportation hereby agrees that no person will be allowed to ride in said vehicle without prior written permission from Carrier. As stated before, no Riders (passenger) are allowed to be inside the truck as a passenger. Also, no weapons are allowed lethal or non
lethal to be carried or inside the truck, even with a license to carry or arm (guns, knives, bats etc.). Violation of this provision will cause Agreement to automatically terminate immediately without notice; Contractor hereby agrees to hold Carrier harmless for any costs whatsoever incurred by Carrier as a result of Contractors failure to abide by this provision.

Carrier shall furnish and pay the costs of public as required by federal and state laws and regulations.
The obligation of Contractor to Carrier for reimbursement or reduction of all or part of the Carrier's claims and costs as otherwise provided herein.
Contractor shall obtain, pay for, and always maintain during the term hereof all insurance coverage necessary to protect and hold Carrier harmless from any and all liability of every nature and kind attributable to Contractors action, included its performance or lack of performance or lack of performance hereunder, including, but not limited to, insurance coverage for public liability and property damage respecting the use of the equipment while not being used in the service of Carrier or othe1wise, all insurance coverage for collision, fire, theft, or other occurrence or catastrophe respecting said equipment; and all overall ("umbrella") type of insurance carrier at the Contractor's expense. Proof of certificate of such insurance will be supplied to Carrier upon request.
Contractor will carry at its own expense so called "Bobtail" Insurance covering public bodily injury and property damage liability on the contracted equipment while such equipment is being operated on business other than that of the Carrier. Such insurance will be secured through its own insurance carrier at the Contractor's expense. Proof or certificate of such insurance will be supplied to Carrier upon request.
Contractor at its own expense, shall provide Workmen's Compensation Insurance Covering Contractor and all individuals employed by Contractor for the purpose of fulfilling this Agreement and to furnish satisfactory evidence of such insurance to Carrier upon request.

For the purpose of determining responsibility for public liability, property damage or cargo loss as between the Contractor and Carrier and their respective insurers, the equipment shall be deemed to be in the service of the Carrier only when being used in the transportation of cargo under Carrier manifest or under dispatch by Carrier.

Contractor is responsible for $2,500.00 deductive charge for any liability claim.

To the event a Carrier owned trailer shall be damaged as a result of negligence on the part of the Contractor or its driver/ employees, the Contractor shall be responsible and liable to the Carrier for such physical damage up to but not exceeding the sum of $2,500.00 for each occurrence. Any such claim filed by the Carrier with the Contractor, a written or oral explanation will be given to the Contractor before the deductions will be made from the Contractors compensation pursuant to section 2.1.
In the event of an accident or break down, the Contractor will be responsible and liable to the Carrier for the actual costs of recovery of the Carrier's equipment, transfer of cargo (if necessary), and transportation costs of the Carrier's equipment to the nearest place of storage.
5.9 The Contractor shall operate the equipment in a careful and safe manner so as to protect and safeguard the shipment thereon. The Contractor shall be responsible and liable to the Carrier for all losses of cargo that have occurred while the cargo is in the possession of or located on the vehicle of the Contractor or its Driver employee including but not limited to any rejection due to temperature malfunction, shortage, or any other kind of damage up to but not exceeding the sum of $2,500.00 of each occurrence.
5.10 Contractor shall indemnity and hold carrier harmless from any and all claims, obligations, and/or liabilities, including attorney's fees and the costs of premiums that may be paid by or assessed against Carrier, attributable to Contractor failing, for any reason whatsoever to obtain, pay for, and maintain all policies of insurance required pursuant to this Agreement.
5.11 The Contractor agrees that reporting for duty under the influence of alcohol or drugs or the consumption of or possession of alcohol while on duty shall automatically render the insurance coverage null and void for physical damage to the vehicle
5.12 The Contractor agrees that the use of unauthorized alternate drivers shall render the insurance coverage null and void for physical damage to the vehicular equipment
5.13 I further acknowledge that I am an Independent Contractor and not an employee of Carrier. Therefore; am not covered under the Carrier. workman’s Compensation and must carry my own.

6.1 Contractor, as an independent Contractor, represents the Carrier that it holds title to, has its motor vehicle equipment properly license and/or has authority to lease the motor vehicle equipment.

6.2 Of Contractor's performance hereunder, Canier will obtain all permits at Contractor's expense, the cost of which shall be deducted from compensation owed to Contractor pursuant to Section 2.1. Any permits ordered of this Agreement, until te1mination, shall be obtained, maintained in full force and effect, and paid for direction by Contractor.
6.3 In the event that Contractor or its Driver/Employees shall violate any applicable laws or regulations of any governing, governmental and/or regulatory bodies, and as a result thereof the Canier is fined or assessed, the Contractor shall indemnify, reimburse and hold Carrier harmless from the total costs of such fines or assessments and all expenses in connection therewith, including attorney's fees, except when a violation results from the act or omission of the Carrier.

7. I Carrier may sublease ("trip lease") motor vehicle equipment when permitted by applicable laws or regulations. In any such sublease, unless governed by a separate written agreement between Carrier and sublease, Contractor agrees to assume all responsibility for and hold Carrier harmless from any claims whatsoever whether for public liability, property damage, and cargo loss or otherwise during the period of su.ch sublease. It is acknowledged and understood by each party that a lawful trip lease can be entered into only between authorized carriers. Consequently, Contractor cannot enter into a trip lease on its own behalf or bind the Carrier to the trip lease or the contractual language thereof. It is specifically expressed that Carrier does NOT authorize Contractor to trip lease without prior written approval of Carrier. In the event that the Contractor engages in a properly authorized I trip lease, Carrier will pay the Contractor pursuant to 2.1 within fifteen (15) days.

8.1 Either party may te1minate this Agreement at any time with or without cause upon written notice to the other party. Contract shall be in effect until canceled by either pa1ty. However, if termination occurs before 90 days from the pick up date of Carrier's first load, Contractor will be charged the $250.00 cost incurred from the drug screen and application processing fees on each driver and vehicle.
8.2 ln the event of termination by either party, Carrier may, at its option defer settlement of Contractor's vehicle earning with Contractor for a period of ninety (90) days after receipt of all property of Carrier including but not limited to of any and all original Bill of Ladings, unloading receipts, log books, fuel cards, TCH check books, truck stop directory, citations or violation reports, signs, insignia identification, permits, licenses or other material which indicated that the aforesaid motor vehicle equipment was being operated for or on behalf of the Carrier. Contractor further agrees that complete and strict compliance with the terms of this paragraph is a condition precedent to payment by the Carrier of any moneys due to Contractor for said motor vehicle equipment at the time of the Agreement terminations, and the Carrier shall have the right to withhold payment of any moneys due Contractor until Contractor has complied completely with the provision of the paragraph.

8 .3 During the term hereof and after te1mination of this Agreement, Carrier may deduct from, and compensation owed to Contractor pursuant to Section 2.1 any and all damages attributable to Contractor's failure to strictly comply with all provisions of this Agreement or to Contractor's obligations to hold Carrier harmless from various claims as set forth herein. As used herein, damages shall include all payments to, or unresolved claims alleged by third pa1iies arising as a result of any act of Contractor including its performance or failure to perform hereunder.

9.1 For purposes of this Agreement, the patties agree as follows:
a.
a)Jurisdiction and Venue. The parties consent and submit to the jurisdiction and venue over any action, suit or other legal preceding that may arise out of, or in connection with this Agreement in the Circuit Court of Wayne County, Michigan, or the United States Federal Comi for the Eastern District of Michigan. Both patties will not interpose, and waive, in any such action, suit or other legal proceeding that may be brought by the other patty in any of these courts, and objection or defense based upon the lack of our defect in jurisdiction, or upon improper venue.
b.
Forum. Either party shall bring only in one of the two courts set forth in Paragraph 

9 .1, above, any action suite or other legal proceeding to enforce directly or indirectly, this Agreement or any rights based upon it or othe1wise arising out of or in connection with it. The trial and all proceedings in connection therewith will be held in Wayne County or Detroit, Michigan. Both parties waive any right to bring any such action, suit or other legal proceeding before any other court or to have any such trial or proceeding held at any other venue.
c.
Governing Law. The parties stipulate and agree that the transactions contemplated hereunder and the validity and effect of this Agreement are governed by, and constructed and enforced in accordance with, the laws of the State of Michigan.

9 .2 Any and all notices or other communications under or relating to this Agreement shall be in writing and the same shall be deemed given when personally served or when sent by same shall be deemed given when personally served or when sent by registered or certified mail, return receipt requested, postage and fees prepaid, or by telefax, telegram, telex, or cable, and addressed to the appropriate party at its address ser forth beneath its signature hereto, or to such substitute and address notice of which shall previously have been given pursuant hereto by a party to the other party.

9.3 This Agreement constitutes the entire agreement among the parties and any additions, changes or correction thereof must be in writing executed by all of the parties hereto, their permitted successors transferees, and assigns.

9.4 This Agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged by either patty hereto unless written consent to such act is first obtained from the other party.

9.5 Except as herein limited, the rights, obligations, representations, and warranties herein contained shall be binding upon the heirs to the benefit of the parities hereto, their pe1mitted heirs, administrators, and executors.

9. 6 If any portion of this Agreement be legally adjudicated invalid or unenforceable, the parties do hereby covenant and agree that such portion or po1tions are absolutely and completely sever able from all other p01tions of this Agreement and such other provisions shall constitute the agreement of the parties.

9.7 The rights and remedies of each patty provided in the Agreement are cumulative to each other and to any other rights or remedies available to such pair at law or in equity.

9.8 No failure on the parts to exercise, and no delay in exercising, any rights shall not operate as a waiver thereof, nor shall any single or partial exercised by either pa1ty or any right preclude any other right.

9.9 The titles of the Paragraphs and Sub--Paragraphs herein are not part of this Agreement and are inserted for convenience of reference only. Such titles are not to be used in interpreting this Agreement.

9. 10 The parties herein are not the agent of the other and neither shall have the right to bind the other by contract or otherwise, except as herein specifically provided.

9. 11 The Contractor agrees to comply with all applicable municipal, provincial, federal and Interstate Commerce Commission rules or regulations or the directives of the Carrier regarding drug and alcohol testing

IN WITNESS WHEREOF, the parties have signed and sealed this Agreement, in duplicate copies, each of which shall be deemed an original, on the dates set forth below their signatures hereto.