Independent Carrier Setup Packet

THIS MOTOR CARRIER SERVICE AGREEMENT (this “Agreement”), is made effective as of, {date}(“Effective Date), between Y&Z LOGISTICS LLC, a Colorado Limited Liability Company located at 21505 WCR 22, HUDSON, CO 80642 (“Company”), and {companyName}, a registered motor carrier (DOT#{dot}, MC#{mc}), located at {address} (“Carrier”). Company and Carrier are referred to from time to time herein as “Party” and collectively, the “Parties.”

1. PURPOSE AND RELATIONSHIP

Company has transportation obligations to its customers and may tender shipments to Carrier from time to time. Carrier will provide motor carrier transportation services to Company as an independent contractor. Nothing in this Agreement creates an employment relationship, a joint venture, a partnership, or an agency relationship between the Parties.

2. CONTRACT TERM & TERMINATION

This Agreement begins on the Effective Date and continues for one year. After the initial term, the Agreement will automatically renew for successive six month terms unless either Party provides at least fifteen days prior written notice of termination. Company may terminate this Agreement immediately for cause, including safety concerns, any insurance lapse, cancellation, or reduction below required limits, any lapse, suspension, or revocation of operating authority, material breach, cargo claim, threatened claim, or any incident reasonably likely to result in a claim, fraud or misrepresentation, refusal to follow lawful instructions, failure to accept or complete a tendered load in accordance with Company instructions, failure to meet scheduled pickup or delivery appointment times without Company’s prior written approval, repeated service failures, or failure to comply with Company communication protocols, including failure to provide timely status updates, location updates, documentation, or exception notifications. Termination does not relieve either Party from obligations for services already in progress or from any surviving provisions.

3. TENDER AND LOAD CONFIRMATIONS

A. Nonexclusive Tender

Company may offer shipments on a nonexclusive basis. Carrier may accept or decline any tender in its sole discretion, subject to service commitments once accepted.

B. Dispatch & Project Rates Control

Each accepted shipment will be confirmed by a written dispatch, work order, load sheet, WhatsApp or text instructions, email, or similar written communication issued or authorized by Company (Dispatch Confirmation). The Dispatch Confirmation will control only as to shipment specific details such as commodity, equipment type, pickup and delivery locations, schedule, well or job designation, and special handling instructions.

Compensation for shipments shall be governed by the applicable project specific rate schedule, rate table, or pricing addendum provided by Company (Project Rate Schedule). The Project Rate Schedule may set rates based on mileage bands or increments, tonnage, ticketed weight, product type, and any stated accessorial rules for that project. The parties agree that Company does not issue traditional rate confirmations for work unless Company elects to do so in writing for a particular shipment.

If there is any conflict, this Agreement controls all general terms and legal provisions. The applicable Project Rate Schedule controls compensation and pricing mechanics for the project. The Dispatch Confirmation controls shipment specific operational details for the individual movement. Carrier shall not rely on or incorporate any additional or conflicting terms from its own documents, invoices, bills of lading, or communications. Carrier acknowledges that only Company may authorize rate changes, accessorial approval, or exceptions in writing, and verbal instructions or informal messages from third parties at the wellsite shall not modify compensation.

4. CARRIER PERFORMANCE STANDARDS AND COMPLIANCE

A. Legal Authority

Carrier represents that it is a duly authorized for hire motor carrier and will operate under its own USDOT and MC authority. Carrier will maintain active operating authority and required filings at all times.

B. Regulatory Compliance

Carrier will comply with all applicable laws and regulations, including FMCSA regulations, hours of service, driver qualification files, drug and alcohol testing, vehicle inspections, and any shipper or site rules communicated by Company.

C. No Rebrokering or Subcontracting

Carrier will not broker, rebroker, subcontract, or otherwise tender any shipment to another carrier without Company’s prior written consent. If Company approves subcontracting, Carrier remains fully responsible for the performance of any approved subcarrier and will ensure the subcarrier meets the insurance and compliance requirements of this Agreement.

D. Communication & Tracking

Carrier will provide accurate driver and dispatch contact information and will comply with reasonable shipment status requests.

5. BILLS OF LADING AND SHIPPING DOCUMENTS

A. Carrier of Record

Company may be listed on bills of lading, shipping documents, tickets, or other shipment paperwork as required by customer preference, project practice, or administrative convenience. The Parties agree that any such listing does not change the independent contractor relationship, does not make Carrier personnel employees or agents of Company, and does not shift responsibility for Carrier’s drivers, equipment, compliance, or performance from Carrier to Company. Carrier remains the performing motor carrier for all services provided under this Agreement.

B. Proof of Delivery & Exceptions

Carrier will obtain a signed proof of delivery or delivery receipt and will note any exceptions on the delivery documents. Carrier will promptly send Company legible copies of required documents in the format and timeframe Company specifies.

C. Supremacy

Any terms, conditions, or provisions contained in Carrier invoices, acknowledgments, dispatch communications, bills of lading fine print, delivery receipts, rate sheets, or other Carrier documents are subordinate to this Agreement and are not binding on Company unless Company expresslyagrees in a writing signed by Company.

D. Delivery Instructions

Carrier will follow only delivery instructions provided by Company or the consignee identified by

Company. Carrier will not follow instructions of any other person unless confirmed in writing by Company.

E. No Disposal of Cargo

Carrier will not dispose of, abandon, or sell any damaged, rejected, or refused shipment without Company’s prior written consent.

6. CARE, CUSTODY, AND CONTROL

Carrier has sole and exclusive care, custody, and control of the shipment from the time Carrier, its driver, or any of its agents takes possession of the cargo or equipment at pickup until lawful delivery to the consignee designated by Company and completion of all required delivery documentation.

Carrier is liable to Company for the full actual loss, damage, theft, contamination, shortage, misdelivery, conversion, unauthorized release, misrouting, or delay of cargo, and for all resulting reasonable costs, chargebacks, and expenses incurred by Company or Company’s customer arising out of or relating to such event, except to the extent caused solely by the negligence or intentional misconduct of Company. No released value rates, limitation of liability, or liability cap in any shipping document, bill of lading, invoice, receipt, or other instrument applies against Company or its customers.

Carrier shall notify Company immediately upon learning of any actual or suspected loss, damage, contamination, shortage, seal discrepancy, misdelivery, delay, accident, theft, or other cargo exception, shall take reasonable steps to protect and preserve the cargo and evidence, and shall cooperate fully with Company in investigation, mitigation, claims handling, and recovery, including providing statements, documents, photos, location data, and access to the driver as reasonably requested.

Carrier acknowledges that any event described in this Section 6 constitutes grounds for immediate termination for cause under Section 2. In addition, Company may withhold, offset, or set off any amounts otherwise owed to Carrier against any actual or potential loss, damage, contamination, shortage, misdelivery, conversion, unauthorized release, misrouting, delay, chargeback, claim, demand, expense, or liability arising out of or relating to such event, including amounts asserted by Company’s customer, until the matter is resolved to Company’s satisfaction. Company’s withholding or setoff rights are in addition to, and not in limitation of, any other rights or remedies available at law or under this Agreement.

7. CLAIMS HANDLING

A. Notice

Carrier will notify Company immediately upon learning of any actual or suspected accident, cargo loss or damage, shortage, seal discrepancy, temperature issue, contamination, misdelivery, unauthorized release, delay, service failure, customer complaint, or any other event reasonably likely to result in a claim, chargeback, or third party demand. Carrier shall provide timely updates until the issue is resolved.

B. Cooperation

Carrier will fully cooperate with Company’s investigation, mitigation, and resolution of any claim or chargeback, including providing all documents, statements, photos, ELD or location data, inspection reports, driver information, and access to equipment or cargo as reasonably requested, and assisting Company with communications required by shippers, consignees, insurers, and authorities.

C. Response Deadline

Within thirty days after Carrier’s receipt of a written claim or demand from Company, Carrier will either pay the claim, deny it in writing with supporting documentation, or make a written settlement offer. Failure to provide a written response within thirty days constitutes a material breach and may be treated as a presumption of Carrier responsibility for the claim, subject to applicable law.

D. Withholding & Setoff

Company may withhold, offset, or set off any amounts otherwise owed to Carrier against any actual or potential claim, chargeback, demand, loss, expense, or liability arising out of or relating to a shipment, including amounts asserted by Company’s customer, until the matter is resolved to Company’s satisfaction. These rights are in addition to any other remedies available at law or under this Agreement.

E. Collection Costs

Carrier will reimburse Company for reasonable costs of collection, including reasonable attorneys fees, court costs, and expenses, for amounts owed under this Agreement.

8. BILLING AND PAYMENT

A. Invoicing

Carrier will invoice Company only. Carrier will not invoice, bill, lien, or otherwise seek payment from any shipper, consignor, consignee, or customer of Company.

B. Required Documents

Each invoice must include the Dispatch Confirmation number or Dispatch ID, rate, and complete supporting documents as required by Company, which may include signed proof of delivery, scale tickets, lumper receipts, accessorial approvals, and site paperwork.

C. Payment Timing & Payment Options

Payment terms are project specific and will be set forth in the applicable Project Rate Schedule, rate table, or payment addendum issued by Company for the applicable project. Carrier will be paid only in accordance with one of the following options, as elected by Carrier and accepted by Company in writing for the applicable project.

1. Standard - Paid When Paid (No Fee):

Company will remit payment to Carrier only after Company receives payment from the applicable customer for the shipment. Carrier acknowledges that customer payment cycles may vary and may exceed thirty days, including up to ninety days or longer. If Carrier has not executed a QuickPay addendum or if QuickPay is not offered for the applicable project, Carrier will be paid under this Standard Paid When Paid option by default. Carrier agrees that customer payment is a condition precedent to Company’s payment obligation under this Standard Paid When Paid option and Carrier assumes the risk of customer payment timing.

2. QuickPay - Optional (Fee Applies):

If Company offers and Carrier elects QuickPay for a project by executing the applicable QuickPay addendum, Company may, in its sole discretion, accelerate payment for eligible shipments in exchange for a QuickPay fee expressed as a percentage of Gross Profit or Gross Pay, as defined in the project addendum. The QuickPay fee is project specific and may vary based on customer credit approval, and may be up to five percent. QuickPay eligibility, processing timing, fee, and requirements will be stated in the applicable project addendum.

Company will pay only undisputed amounts and only after Company receives a complete invoice package. Company may dispute any invoice in whole or in part for documentation issues, service failures, claims, chargebacks, offsets, or other amounts permitted under this Agreement.

D. Setoff & Withholding

Company may withhold or set off amounts due to Carrier to satisfy any amounts Carrier owes to Company, including cargo claims, accessorial chargebacks, advances, penalties, or other losses arising from Carrier’s performance. Company may also withhold payment for current or future invoices until missing or corrected documents are received for previously paid or pending loads.

E. Assignment of Payment Rights

Carrier assigns to Company any right Carrier may have to collect freight charges from any shipper or responsible third party for shipments tendered by Company, to the extent Company has paid or will pay Carrier for such shipments.

F . QuickPay Suspension & Revocation

Company may suspend, revoke, or deny QuickPay eligibility for any current or future shipment or project if Carrier has any open or potential claim, chargeback, service failure, repeated late pickups or deliveries, missed communications, insurance or authority issues, missing or late paperwork, or any other performance, compliance, or risk concern in Company’s reasonable discretion. In such event, Carrier will be paid under the Standard Paid When Paid option unless Company agrees otherwise in writing.

G. Project Addendum Governs Rates & Processing Cadence

For each project, Company may issue a Project Rate Schedule or rate table stating the pricing method, such as mileage bands or tonnage rates, and a payment addendum stating the available payment options and processing cadence. Unless the applicable project addendum states otherwise, “Gross Profit” means the shipment linehaul or gross pay amount before deductions, offsets, fees, advances, chargebacks, or other reductions. The applicable project addendum controls rates, pricing calculations, deductions, and payment processing cadence for that project. This Agreement controls all other terms.

9. EQUIPMENT AND PERSONNEL

A. Carrier Equipment & Company Trailer Rentals

Carrier will furnish all tractors, trailers, chassis, securement devices, and other equipment necessary to perform the services unless otherwise stated in a Dispatch Confirmation or unless Carrier separately rents equipment from Company pursuant to a written trailer rental addendum. Company may, but is not obligated to, make trailers or other equipment available for rent to Carrier from time to time. Any such rental is subject to availability and Company makes no guarantee of availability. Rental rates, terms, and conditions will be set forth in the applicable trailer rental addendum.

If Carrier rents a trailer or other equipment from Company, Carrier will inspect the equipment at the time it is pulled from Company’s yard, and by taking possession Carrier accepts the equipment in its then present condition. From the time the equipment is pulled from Company’s yard until it is returned and accepted by Company, Carrier is responsible for the equipment, including all maintenance and all wear and tear, and for any loss or damage beyond normal wear and tear, except for preexisting defects documented at pickup. The terms and conditions of any such rental are further described in the trailer rental addendum.

B. Carrier Equipment Maintenance & Qualification

Carrier will maintain equipment in safe and roadworthy condition and will use properly licensed, trained, and qualified drivers. Carrier is solely responsible for hiring, supervision, pay, benefits, and discipline of its personnel.

C. Project Specific Equipment

If the shipment involves customer provided equipment, sand boxes, chassis, or other specialty equipment, Carrier is responsible for damage to or loss of such equipment while in Carrier’s possession or control, except for preexisting defects or normal wear and tear not caused by Carrier.

10. INSURANCE

Carrier will maintain, at its own expense, the following insurance at all times during the term and for any shipment handled under this Agreement. All insurers must be rated A minus or better by A M Best and authorized to do business in the applicable jurisdictions. Carrier’s failure to maintain the required insurance is a material breach and grounds for immediate termination.

A. Commercial General Liability:

Not less than $1,000,000 per occurrence and $2,000,000 aggregate, including contractual liability covering this Agreement. Commercial general liability must be written without any oilfield exclusions, including any exclusion for oilfield operations, well sites, drilling operations, lease roads, exploration and production operations, oil and gas operations, pipeline operations, or any similar classification or endorsement that would limit or deny coverage for services performed under this Agreement. Any such exclusion or limitation is not permitted and constitutes a material breach.

B. Automobile Liability:

Not less than $1,000,000 per occurrence, covering owned, hired, and non-owned autos used in the services. Commercial auto liability must be written without any oilfield exclusions, including any exclusion for oilfield operations, well sites, drilling operations, lease roads, exploration and production operations, oil and gas operations, pipeline operations, or any similar classification or endorsement that would limit or deny coverage for services performed under this Agreement. Any such exclusion or limitation is not permitted and constitutes a material breach.

C. Motor Truck Cargo Liability:

Not less than $100,000 per vehicle of transportation and not less than the full value of the cargo if a higher amount is required by a Dispatch Confirmation, Project Rate Schedule, customer requirement, or the nature of the commodity. Cargo policy must cover theft and must not contain exclusions that would eliminate coverage for contamination, wet damage, seepage, spoilage, rejection, or similar cargo conditions where those risks may arise in oilfield, bulk, or pneumatic  operations. Carrier will ensure the policy allows Company to present and pursue cargo claims directly where permissible. If any portion of the cargo policy contains an exclusion that materially limits the coverages required in this subsection, Carrier remains fully liable for the excluded loss and will reimburse Company upon demand.

D. Workers Compensation & Employers Liability:

Carrier will maintain workers compensation insurance as required by law and employers liability insurance with limits not less than $1,000,000 each accident, $1,000,000 each employee, and $1,000,000 policy limit, or such higher limits as required by law or by Company for a specific project. Carrier is an independent contractor and is solely responsible for the safety, supervision, hiring, training, compensation, and working conditions of its employees, owner operators, leased operators, and independent contractors. Carrier represents that no driver or other personnel performing services under this Agreement is an employee of Company. Carrier assumes full responsibility for, and releases and holds Company harmless from, any and all claims, demands, liens, causes of action, and liabilities arising out of or related to bodily injury, illness, disability, death, or workers compensation claims involving Carrier personnel, including claims by owner operators, leased operators, and any individual Carrier treats as an independent contractor. This obligation applies regardless of whether Company is alleged to be a statutory employer, joint employer, special employer, or otherwise responsible under any employment or workers compensation theory. Carrier will cause its workers compensation insurer, to the extent available, to waive subrogation against Company.

E. Trailer Interchange or Non-Owned Trailer Coverage:

Carrier will maintain trailer interchange coverage or non-owned trailer physical damage coverage with limits not less than $40,000 per unit, or such higher amount as required by a Dispatch Confirmation, the Trailer Rental Addendum, or equipment replacement value. Coverage must apply to any non-owned trailers, chassis, sand boxes, containers, or specialty equipment in Carrier’s care, custody, or control, including Company owned or Company rented equipment. Coverage must include physical damage on a broad form basis, including collision, overturn, theft, fire, vandalism, and comprehensive perils, and must apply while equipment is at a yard, staging area, well site, customer site, or in transit. Deductibles must be commercially reasonable and are the responsibility of Carrier. Carrier remains responsible for any loss or damage not covered due to exclusions, deductibles, or failure to maintain coverage.

F . Hazardous Materials or Pollution:

If Carrier transports hazardous materials, regulated wastes, fuel, oilfield chemicals, or any commodity that may create environmental exposure, Carrier will maintain the minimum financial responsibility required by applicable law, including 49 CFR Part 387 when applicable, and any  endorsements required for the transported commodity. Carrier will also maintain pollution liability coverage, or an auto pollution endorsement if available, sufficient to cover pollution conditions arising out of Carrier’s operations, including sudden and accidental spills, releases, seepage, cleanup costs, remediation, containment, third party bodily injury and property damage, and defense costs, at limits not less than $1,000,000 per occurrence, or higher if required by the customer or project. Carrier will ensure no exclusion applies that would eliminate coverage for well sites, lease roads, or oil and gas operations when services are performed under this Agreement.

G. Additional Insured, Waiver of Subrogation & Other Requirements:

Company and Company’s customers, shippers, and consignees as requested will be named as Additional Insureds on Carrier’s general liability and automobile liability on a primary and noncontributory basis, with waivers of subrogation in favor of Company. Additional insured status must be provided by endorsement. Certificates of insurance are informational only and do not confer rights or alter coverage. Carrier will provide certificates of insurance and copies of required endorsements upon request as set forth in Section 10(h). Carrier’s insurer must provide Company with at least thirty days prior written notice of cancellation, nonrenewal, or material change where such notice is available by endorsement. In all events, Carrier will notify Company in writing within one business day after Carrier learns of any cancellation, nonrenewal, lapse, reduction in limits, or material change. Carrier’s failure to maintain required coverage is a material breach and grounds for immediate termination.

H. Certificates Of Insurance & Documentation:

Carrier shall provide Company with a current certificate of insurance evidencing the coverages required by this Agreement. The certificate must be issued and transmitted directly to Company by Carrier’s insurance agent, broker, or insurer via email. Certificates provided by Carrier that are not transmitted directly by the agent, broker, or insurer may be rejected.

Carrier shall also provide within five business days of Company’s written request: (a) the name and contact information of Carrier’s insurance agent or broker and written authorization for Company to obtain coverage information and copies of insurance documentation directly from the agent or broker; (b) true and correct copies of applicable policies and endorsements reasonably requested by Company; (c) true and correct copies of endorsements naming Company as Additional Insured on general liability and auto liability, and any endorsements required by this Agreement; (d) upon Company’s written request, endorsements naming any shipper, consignor, consignee, or customer of Company as Additional Insured and or loss payee, as applicable and as available under the policies, when required by a customer, a project addendum, QuickPay participation, Company equipment involvement, or Company’s risk requirements; and (e) any certificate of insurance must be issued and transmitted directly to Company by Carrier’s  insurance agent, broker, or insurer via email and certificates sent only by Carrier may be rejected.

11. INDEMNITY

To the maximum extent permitted by law, Carrier will defend, release, protect, indemnify, and hold harmless Company, Company’s affiliates, and each of their respective owners, members, managers, officers, directors, employees, agents, representatives, customers, shippers, consignors, consignees, and insurers from and against any and all claims, losses, damages, liabilities, fines, penalties, liens, demands, causes of action, judgments, settlements, interest, and expenses (including reasonable attorneys fees and costs of investigation and defense) arising out of or relating to:

i. Carrier’s performance or failure to perform services under this Agreement.

ii. Any cargo loss, damage, delay, contamination, shortage, theft, temperature event, misdelivery, conversion, unauthorized release, misrouting, or other cargo exception.

iii. Any bodily injury, illness, disease, death, or property damage caused by or attributable to Carrier, its personnel, equipment, or operations.

iv. Any violation of law, regulation, permit requirement, or site rule by Carrier or by any of its officers, directors, employees, drivers, owner operators, leased operators, independent contractors, agents, representatives, approved subcarriers, or anyone acting for or on behalf of Carrier.

v. Any claim for wages, benefits, employment rights, taxes, workers compensation, unemployment, or similar, by Carrier’s personnel or contractors, including any allegation that Company is a joint employer, statutory employer, special employer, agent, or principal of Carrier or Carrier personnel.

vi. Any breach of this Agreement by Carrier or anyone acting for or on behalf of Carrier.

Carrier’s duty to defend is immediate upon Company’s written tender of defense and is independent of Carrier’s duty to indemnify. This obligation applies regardless of fault, except to the extent caused by the sole negligence or willful misconduct of Company. Carrier’s obligations are not limited by insurance policy limits or by the availability of insurance proceeds. Company may participate in the defense of any claim with counsel of its choosing at its own expense and may assume the defense at its option. Carrier will not settle any claim that imposes any obligation, admission, or restriction on Company or any of the parties listed in the first sentence of this Section without Company’s prior written consent.

12. WAIVER OF CONSEQUENTIAL DAMAGES

Company will not be liable to Carrier for any indirect, special, exemplary, economic, punitive, incidental, or consequential damages, including loss of profits, loss of revenue, loss of use, or business interruption, arising out of or relating to this Agreement or any shipment, regardless of the form of action. Carrier waives and releases any such claims against Company.

13. CONFIDENTIALITY AND NON SOLICITATION

A. Confidentiality

Carrier will keep confidential all nonpublic information regarding Company and Company’s customers, including customer identities, contacts, rates, rate tables, Project Rate Schedules, lanes, operating procedures, shipment data, and any other proprietary or confidential information disclosed or made available to Carrier (Confidential Information). Carrier will use Confidential Information solely to perform services under this Agreement and will not disclose it to any third party except to Carrier personnel who have a need to know and are bound by confidentiality obligations at least as protective as this Agreement. These obligations survive termination.

B. Non Solicitation of Customers & Non Circumvention of Customers

During the term of this Agreement and for sixty months after the last shipment tendered under this Agreement, Carrier will not, directly or indirectly, solicit, contact, market to, accept business from, perform transportation services for, or otherwise circumvent Company with respect to any customer, shipper, consignor, consignee, broker, facility, or business entity that Carrier first learned of, was introduced to, or had contact with through Company, except through Company. This restriction applies regardless of whether such business is pursued or performed in Carrier’s name or through any affiliate, parent, subsidiary, related entity, broker, intermediary, agent, dispatcher, factoring company, or any other third party acting on Carrier’s behalf.

C. Non Solicitation of Personnel

During the term of this Agreement and for sixty months after termination, Carrier will not directly or indirectly solicit for hire, recruit, induce, or hire any employee, contractor, or agent of Company without Company’s prior written consent. This restriction does not prohibit general solicitations notspecifically targeted at Company personnel.

D. Injunctive Relief

Carrier agrees that a breach of this Section would cause irreparable harm to Company for which monetary damages may be an inadequate remedy. Company is entitled to seek injunctive relief, specific performance, and other equitable relief, in addition to any other rights and remedies  available at law or under this Agreement, without the necessity of posting bond to the maximum extent permitted by law.

14. INDEPENDENT CONTRACTOR

Carrier is an independent contractor and is not an employee, agent, partner, joint venturer, or representative of Company. Carrier has sole control over the method, manner, and means of performing the services, including selection, hiring, supervision, training, discipline, and compensation of its drivers and other personnel, and the operation and maintenance of its equipment, subject only to applicable law, safety requirements, and customer or site rules communicated by Company. Carrier is solely responsible for all payroll, wages, benefits, workers compensation or occupational accident coverage, unemployment, taxes, withholdings, insurance,licensing, permits, and all other employment related or statutory obligations for Carrier personnel. No personnel of Carrier will be entitled to any Company benefits and Carrier will not represent to any person that Carrier or Carrier personnel are employees or agents of Company. Carrier has no authority to bind Company to any agreement or obligation. Nothing in this Agreement creates any exclusivity, minimum volume commitment, or continuing employment type relationship.

15. RECORDS AND AUDIT

Carrier will maintain complete and accurate shipment, ticket, and billing records related to services under this Agreement for at least three years, including bills of lading, proofs of delivery, run tickets, scale tickets, accessorial approvals, and related communications. Upon request, Carrier will provide Company reasonable access to such records and will deliver copies in electronic format within five business days for audit, claim, compliance, or customer requirements.

16. NOTICES

All notices required or permitted under this Agreement must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail return receipt requested, or email. Notices to Company must be sent to compliance@yzlogisticsllc.com. Notices to Carrier must be sent to the email address and physical address stated in the Carrier information section of this Agreement, or to any updated address provided by written notice.

Email notices will be deemed delivered upon receipt of a delivery confirmation, read receipt, or a written reply acknowledging receipt. Routine operational communications, including dispatch messages, WhatsApp, or text messages, do not constitute formal notice unless Company  expressly states in writing that a specific message constitutes formal notice under this Agreement.

17. GOVERNING LAW AND VENUE

This Agreement is governed by the laws of the State of Colorado, without regard to conflict of law principles, except to the extent superseded by applicable federal law. Any action, suit, or proceeding arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in Denver, Colorado. Each Party submits to the exclusive jurisdiction of those courts and waives any objection based on improper venue or inconvenient forum. Company may seek injunctive or other equitable relief in those courts to enforce this Agreement. WAIVER OF JURY TRIAL. To the maximum extent permitted by law, each Party knowingly and voluntarily waives any right to a trial by jury in any action or proceeding arising out of or relating to this Agreement.

18. MISCELLANEOUS

A. Severability

If any provision is held invalid or unenforceable, the remaining provisions remain in effect and the invalid provision will be modified to the maximum extent permitted to carry out the Parties’ intent.

B. Entire Agreement

This Agreement, together with any Dispatch Confirmations, Project Rate Schedules, payment addenda, and any Trailer Rental Addendum, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements and understandings.

C. Amendments

Amendments to the general legal terms of this Agreement must be in writing signed by both Parties. Rates, project pricing mechanics, equipment rental terms, and payment options may be established or updated by Company issued Dispatch Confirmations, Project Rate Schedules, payment addenda, or Trailer Rental Addenda that are accepted by Carrier in writing or by performance.

D. Counterparts & Electronic Signatures

This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original.

E. Survival

Provisions concerning payment, setoff, billing, claims, insurance, indemnity, confidentiality, non solicitation, non circumvention, records and audit, governing law and venue, and any other provisions that by their nature should survive will survive termination.

COMPANY: 

Y&Z LOGISTICS LLC

21505 WCR 22

HUDSON, CO 80642

Signed by: ____________________

Name:  _______________________

Title:  ________________________

Date: ________________________

CARRIER:

{companyName}

{address}

Signed by {name}

{title}

{date}