Dispatcher shall act solely as an independent contractor to source and coordinate freight opportunities for Carrier's motor carrier operations. Dispatcher is not a motor carrier, broker, or shipper and shall not assume any such role.

Dispatcher shall not, under any circumstance, sign, agree to, or bind Carrier to any rate confirmation, contract, or document without Carrier's prior written approval (email or text acceptable). Any unauthorized action shall constitute a material breach.

a. All loads must meet Carrier's minimum rate requirements, as defined by Carrier from time to time.
b. No load shall be booked without Carrier's prior written approval.
c. Dispatchers shall not misrepresent rates, terms, or conditions to Carrier.

Dispatcher shall:

• a. Verify broker authority (active MC), insurance, and compliance status.
• b. Evaluate broker creditworthiness using industry-standard tools.
• c. Avoid brokers with known patterns of slow pay, non-payment, or fraud.
• d. Confirm that no double brokering or unlawful practices are involved.

Failure to properly vet a broker resulting in non‑payment shall constitute negligence.

Dispatcher shall provide Carrier, upon request:

• a. All rate confirmations
• b. All communications with brokers
• c. Load details and documentation

No material information shall be withheld.

a. Dispatchers shall confirm payment terms (Net 15, Net 30, etc.) prior to booking.
b. Dispatchers shall prioritize brokers with strong payment histories.
c. Dispatcher shall assist with follow-up and collections on unpaid invoices.

Dispatcher agrees to avoid brokers with a documented history of non‑payment or excessive delay. Repeated use of such brokers constitutes breach.

Company compensation is governed by the plan selected in Exhibit B. Under the Percentage Plan, the fee is earned when the load is booked and invoiced weekly; under the Flat Weekly Plan, the fixed weekly fee applies as stated in Exhibit B. Broker or shipper payment timing does not change the Company's fee or due date unless the Company agrees otherwise in writing.

a. Dispatchers shall actively source viable loads daily for each available truck.
b. Dispatchers shall present a minimum of 1 load options per truck per day, subject to market conditions.
c. Dispatchers shall maintain consistent communication and timely responses.

Failure to meet performance expectations may result in termination.

a. Dispatcher shall confirm and secure written approval for: Detention | Layover | TONU (Truck Ordered Not Used) | Any additional charges

b. No load shall be booked without clearly defined detention terms.
c. Dispatchers shall aggressively pursue collection of all approved accessorials.

a. Every load must include a signed rate confirmation.
b. No load shall be booked without: Agreed rate | Payment terms | Accessorial terms
Failure to comply constitutes material breach.

Dispatchers may submit paperwork to factoring only if authorized by Carrier. Responsibility may be shared as agreed.

Dispatchers shall complete standard carrier packets. Carrier shall provide required operational or compliance documentation.

b. Carrier retains full responsibility for: Cargo, Operations, Drivers, Regulatory compliance.

c. Dispatchers shall not be liable for cargo loss, accidents, or operational incidents.
d. Dispatchers are liable for damages resulting from negligence, misrepresentation, or failure to vet brokers.

Dispatcher shall not:
a. Divert, solicit, or establish relationships with brokers, shippers, or customers introduced through Carrier's MC authority for purposes outside this Agreement.
b. Use Carrier's information to benefit competing carriers.
Violation results in damages equal to 35% of associated gross revenue plus legal remedies.

Dispatcher is an independent contractor. Nothing herein creates a partnership, joint venture, or employment relationship.

a. This Agreement shall remain in effect until terminated.
b. Either Party may terminate with 7 days written notice.
c. Immediate termination may occur for: Breach of Agreement, Fraud or negligence, Failure to perform.

Both Parties agree not to disclose confidential business information, rates, or relationships without consent.

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements.

Any modifications must be in writing and signed by both Parties.