Raven Cargo Inc.
Terms and Conditions for Freight Transportation Brokerage Services

By entering into an agreement with Raven Cargo Inc. (“Raven”) for, and/or by otherwise engaging Raven to provide freight brokerage services, each customer (“Shipper”) hereby agrees that the following terms and conditions (“Agreement”) will constitute a binding agreement on Raven and Shipper and that this Agreement will apply to all services provided by Raven to Shipper:

1. Term and Scope of Agreement

   The term of this Agreement will be as agreed on by the parties in a separate written agreement, or if no such separate written agreement is executed by the parties, then the term of this Agreement shall last for one (1) year, commencing on the date shown above, and such term shall automatically renew for successive one-year periods. Notwithstanding the foregoing; either Party may terminate this Agreement on 30 days’ written notice to the other Party, with or without cause, or as otherwise provided in this Agreement.

2. Broker’s Services

   1. Freight Brokerage: Broker agrees to arrange for transportation of Shipper’s freight pursuant to the terms and conditions of this Agreement and in compliance in all material respects with all federal, state, and local laws and regulations relating to the Brokerage of the freight covered by this Agreement. Broker’s responsibility under this Agreement shall be limited to arranging for, but not actually performing, transportation of Shipper’s freight.

   2. Not Exclusive: Shipper is not restricted from tendering freight to other Brokers, freight forwarders, third-party logistics providers, or directly to motor carriers. Broker is not restricted from arranging transportation of freight for other parties.

3. Shipper’s Obligations

   1. Required Shipment Information: Shipper shall be responsible to Broker and carrier(s) for providing: Timely and accurate delivery specifications and description of the cargo for each shipment of freight, including, but not limited to, dimensions, weight, any special handling and/or security requirements, temperature requirements, and for employing reasonable security protocols to reduce the risk of cargo theft. Unless otherwise agreed, Customer will be responsible for all packing and loading of all Freight.

   2. Freight Compliance: Customer is solely responsible for the compliance of its freight with all applicable laws, rules and regulations, and (prior to consigning shipments to carrier(s)) Customer will furnish Broker and carriers with all applicable information and/or documents necessary to assure compliant carriage by carrier(s).

4. Freight Carriage – Broker’s Commitments to Shipper W/R/T Carriers

   Broker warrants that it has entered into, or will enter into, bilateral written contracts with each carrier it engages to perform transportation services required by this Agreement. Broker further warrants that

      

those carrier contracts comply with all applicable federal, state, and local laws and regulations and shall include (but not be limited to) the substance of the terms set forth below. Carriers shall be required to agree that:

1. Carrier maintains compliance with all applicable federal, state, and local laws relating to the provision of its services including, but not limited to: 1. transportation of Hazardous Materials, (including the licensing and training of drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; 2. applicable security regulations; 3. applicable owner/operator lease regulations; 4. loading and securement freight regulations; 5. implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances, and hours-of-service regulations; 6. sanitation, temperature, and contamination-preventive requirements for transporting food, perishable, and other products; 7. qualification and licensing and training of drivers; 8. implementation and maintenance of equipment safety regulations; 9. maintenance and control of the means and method of transportation including, but not limited to, performance of its drivers; 10. all registration, licensing, and insurance requirements required to perform the services.

2. Carrier will defend, indemnify, and hold Broker and Shipper harmless from all damages, claims or losses arising out of its performance of the Agreement, including cargo loss and damage, theft, delay, damage to property, and personal injury or death.

3. Carrier’s liability for exempt commodities and processing for cargo loss, damage, and delay shall be determined by the terms of 49 U.S.C. 14706. Exclusions in carrier’s insurance coverage shall not exonerate carrier from this liability. No limitation of carrier's liability shall apply, unless Broker first obtains the express written consent of Shipper.

4. Broker shall verify that each carrier it utilizes in the performance of this Agreement has insurance coverage as defined above. Carriers must agree to maintain at all times during the term of the contract, insurance coverage with limits not less than the following:

   Auto Liability - $750,000
   Cargo Liability - $100,000
   General Liability - $750,000
   Worker’s Compensation - as required by law.

5. The provisions contained in 49 CFR 370.1, et seq., shall govern the processing of regulated freight claims for loss, damage, injury or delay to property and the processing of salvage.

6. Broker is the sole party responsible for payment of carrier’s charges. Failure of Broker to collect payment from its customer shall not exonerate Broker of its obligation to pay carrier. Broker agrees to pay carrier’s undisputed invoice within 30 days of receipt of the bill of lading or proof of delivery, provided carrier is not in default under the terms of this Agreement.

7. Carrier agrees that at no time during the term of this contract with Broker, shall it have an “Unsatisfactory” safety rating as determined by the Federal Motor Carrier Safety Administration (FMCSA).

8. Carrier shall agree that the terms and conditions of its contract with Broker shall apply on all shipments it handles for Broker. Any tariff terms published by carrier which are inconsistent with the contract shall be subordinate to the terms of the contract.

1. Carrier shall expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with the contract.

2. Carrier will not re-Broker, assign, or subcontract the shipments without prior written consent of Broker.

3. Carrier warrants that they are in compliance with environmental regulations, including but not limited to applicable California Air Resources Board regulations. Carrier shall be liable to Broker and Shipper for any penalties, or any other liability, imposed on or assumed by Broker or Shipper because of Carrier’s use of non-compliant equipment.

5. Receipts and Bill of Lading

If requested by Shipper, Broker agrees to provide Shipper with proof of acceptance and delivery of shipments in the form of a signed Bill of Lading or Proof of Delivery via US Mail, courier, or electronically by fax or email. Shipper’s insertion of Broker’s name on the bill of lading shall be for Shipper’s convenience only and shall not change Broker’s status as a property Broker. The terms and conditions of any freight documentation used by Broker or carrier selected by Broker may not supplement, alter, or modify the terms of this Agreement.

6. Payments

1. Broker shall invoice Shipper for its services in accordance with the rates, charges and provisions negotiated by the Parties in the written confirmation (rate and service confirmation) of the tender of freight to Broker under this Agreement. If rates are negotiated between the Parties and not otherwise confirmed in writing, such rates shall be considered “written,” and shall be binding, upon Broker’s invoice to Shipper and Shipper’s payment to Broker.

2. Shipper agrees to pay Broker’s invoice within 30 (thirty) days of invoice date without deduction or setoff. Broker shall apply payment to the amount due for the specified invoice, regardless whether there are earlier unpaid invoices.

3. Payment of the freight charges to Broker shall relieve Shipper, Consignee or other responsible party of any liability to the carrier for non-payment of its freight charges. Broker shall indemnify Shipper from and against any claim for freight payment brought by carrier against Shipper when Shipper has paid Broker and Broker has failed to pay carrier.

7. Claims

1. Exempt Freight Claims: Exempt Freight Claims shall be resolved in accordance with the terms

   of NAPTWG Best Practices.

2. Non Exempt Freight Claims: Shipper must file claims for cargo loss or damage with Broker within sixty (60) days from the date of such loss, shortage or damage, which for purposes of the Agreement shall be the delivery date or, in the event of non-delivery, on the scheduled delivery date. Shipper must file any civil action in a court of law (or commence arbitration) within one (1) year from the date the carrier or Broker provides written notice to Shipper that the carrier has disallowed any part of the claim in the notice.

   Carriers utilized by Broker shall agree in writing with Broker to be liable for cargo loss or damage as outlined in paragraph 4.C above. The carriers’ cargo liability for any one shipment shall not

exceed $250,000.00, unless Broker is notified by Shipper of the increased value prior to shipment pickup and with reasonable advance notice to allow Broker and/or the carrier to procure additional insurance coverage. It is understood and agreed that the Broker is not a carrier and that the Broker shall not be held liable for loss, damage, or delay in the transportation of Shipper's property unless caused by Broker’s grossly negligent acts or omissions in the performance of this Agreement. Broker shall assist Shipper in the filing and/or processing of claims with the carrier. If payment of a claim is made by Broker to Shipper, Shipper automatically assigns its rights and interest in the claim to Broker.

In no event shall Broker or Broker’s contracted Carrier be liable to Shipper for special, incidental, or consequential damages that relate to or arise from loss, damage or delay to a shipment.

C. Combined: Loads containing both exempt and regulated freight shall default to the regulations for non-exempt freight under 49 U.S.C. §14706.

D. All Other Claims; and General Provisions: The Parties shall notify each other of all known material details of any claims within sixty (60) days of receiving notice of any claims other than cargo loss or damage claims and shall update each other promptly thereafter as more information becomes available. Civil actions or arbitration, if any, shall be commenced within one (1) year from the date either Party provides written notice to the other Party of such a claim. Shipper agrees that except as expressly affirmatively provided in this Agreement, Broker will not be liable for any loss or damage to freight under these Terms or otherwise, and Customer will hold carriers solely accountable for lost/damaged freight. Raven will attempt to assist in the resolution of freight claims but will have no liability therefor. Raven will not purchase insurance for Customer’s freight (Broker requires carriers to carry such coverage).

8. Insurance

Broker agrees to procure and maintain at its own expense, at all times during the term of this Agreement, the following insurance coverage amounts:

1. (a)  Comprehensivegeneralliabilityinsurance-$1millioncoveringbodilyinjuryandproperty damage

2. (b)  Contingent Cargo Insurance - $100,000.00 per shipment;

3. (c)  Errors and Omissions Insurance - $1 million;

4. (d)  Contingent Auto Liability or Hired and Non-owned Auto Liability Insurance - $1 million.

Broker shall submit to Shipper a certificate of insurance as evidence of such coverage and which names Shipper as “Certificate Holder” or additional insured.

9. Surety Bond

Broker shall maintain a surety bond or trust fund agreement as required by the Federal Motor Carrier Safety Administration in the amount of at least $75,000 or as otherwise required by the FMCSA and furnish Shipper with proof upon request.

10. Hazardous Materials

Shipper shall comply with all applicable laws and regulations relating to the transportation of hazardous materials as defined in 49 CFR §172.800, §173, and § 397 et seq. to the extent that any shipments constitute hazardous materials. Shipper is obligated to inform Broker immediately (at time of tender)

if any shipments constitute or include hazardous materials. Shipper shall defend, indemnify and hold Broker harmless from any penalties or liability of any kind, including reasonable attorney fees, arising directly out of Shipper’s failure to comply with such notice requirement and/or with applicable hazardous materials laws and regulations.

11. Homeland Security

As applicable to each, respectively, Broker and Shipper shall comply with federal, state, and local Homeland Security related laws and regulations.

12. Default and Cure

1. Both Parties will discuss any perceived deficiency in performance and will promptly endeavor to resolve all disputes in good faith. However, if either Party materially fails to perform its duties under this Agreement, the Party claiming default for a cause other than those listed in Section 12.B, may terminate this Agreement on 10 (ten) days prior written notice to the other Party. Shipper shall be responsible to pay Broker for any services performed prior to the termination of this Agreement, including shipments scheduled and in transit on the date of termination, if ultimately delivered and properly invoiced to Shipper.

2. Default: The following actions, in addition to any other material breach described elsewhere in this Agreement, shall each constitute a material breach of this Agreement:

   1. (i)  Either Party files a voluntary petition under Chapter 7 or 11 of the U.S. Bankruptcy Code, or any equivalent state law; or such a petition is filed against the Party, under federal or state law, which is not dismissed within 60 days.

   2. (ii)  Broker’s license(s) required for Broker to perform its obligations under this Agreement is revoked, canceled, suspended, or discontinued for any reason.

3. In the event of the occurrence of any breach(es) listed in this Section 12, the non-breaching party may terminate this Agreement effective immediately upon written notice to the breaching party.

13. Indemnification

Subject to the terms of Section 14, below, Broker and Shipper shall defend, indemnify and hold each other harmless from and against any claims actions or damages, including, but not limited to cargo loss, damage, or delay and payment of rates and/or accessorial charges to carriers, and all other liabilities or costs arising out of their respective performances under this Agreement (“Losses”), provided, however, the indemnified party shall not offer settlement in any such claim without the agreement of the indemnifying party which agreement shall not be unreasonably withheld. If the indemnified party offers or agrees to a settlement for such a claim without the written agreement of the indemnifying party, the indemnifying party shall be relieved of its indemnification obligation. Neither Party shall be liable to the other Party for any claims, actions or damages due to such other Party’s own negligence or intentional acts. Failure of insurance coverage, for any reason, shall not exonerate either party from its indemnity obligations hereunder. The obligation to defend shall include all costs of defense as they accrue.

14. Limitation of Liability

The maximum liability of Broker for all Losses associated with any shipment hereunder will be limited to the fees that Raven has earned with respect to applicable shipment(s).

1. Dispute Resolution

   Subject to the time limitations set forth in Par. 7 above, for disputes where the amount in controversy exceeds $250,000.00 the Parties shall have the right, but not the obligation, to select litigation in order to resolve any disputes arising hereunder. In the event of litigation, the prevailing Party shall be entitled to recover costs, expenses and reasonable attorney fees, including but not limited to any such fees and costs as are incurred on appeals.

2. Confidentiality

   Other than as required to comply with law or legal process requiring disclosure, the Parties agree to the following:

   1. Broker shall not utilize Shipper’s name or identity in any advertising or promotional communications without written confirmation of Shipper’s consent and the Parties shall not publish, use or disclose the contents or existence of this Agreement except as necessary to conduct their operations pursuant to this Agreement. Broker will require its carriers and/or other Brokers to comply with this confidentiality clause.

   2. In addition to Confidential Information protected by law, statutory or otherwise, the Parties agree that all of their technical and financial information and that of their customers, including but not limited to freight and Brokerage rates, amounts received for Brokerage services, amounts of freight charges collected, freight volume requirements, as well as personal customer information, customer shipping, or other logistics requirements shared or learned between the Parties and their customers, shall be treated as Confidential, and shall not be disclosed or used for any reason without prior written consent.

   3. In the event of violation of this Confidentiality paragraph, the Parties agree that the remedy at law, including monetary damages, may be inadequate and that the Parties shall be entitled, in addition to any other remedy they may have, to an injunction restraining the violating Party from further violation of this Agreement in which case the non-prevailing Party shall be liable for all costs and expenses incurred, including but not limited to reasonable attorney’s fees.

3. CARRIER IP and Carrier Trade Secrets. Shipper acknowledges and agrees that Raven has invested

significant time and resources in developing certain proprietary logistics tracking software applications, service platform(s) and related service features (the “Proprietary Materials”), certain portions of which have been determined by Raven to be trade secrets that are protectable under applicable law. Shipper further acknowledges that Raven will, in the course of the provision of services under this Agreement, provide Shipper personnel with access to certain aspects of the Proprietary Materials or data generated thereby (e.g. live status of freight deliveries, while in transit). Accordingly, Shipper expressly acknowledges and agrees that Raven owns and retains all proprietary rights in all aspects and features of Raven’s Proprietary Materials; and Shipper will not (and will not allow any third party to) reverse engineer or copy any such materials, directly or indirectly. Raven hereby grants to Shipper (and Shipper accepts) a limited, revocable, non-exclusive license to access and use Raven’s Proprietary Materials (and data generated thereby) during the term of this Agreement; and no other rights or licenses are granted hereunder by Raven to Shipper.

18. General Terms and Conditions

A. Assignment and Modification: Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party. No amendment or modification of the terms of this Agreement shall be binding unless in writing and signed by the Parties.

1. Severability/Survivability: In the event that the operation of any portion of this Agreement results in a violation of any law, or any provision is determined by a court of competent jurisdiction to be invalid or unenforceable, the Parties agree that such portion or provision shall be severable and that the remaining provisions of the Agreement shall continue in full force and effect. The representations and obligations of the Parties shall survive the termination of this Agreement for any reason.

2. Independent Contractor: It is understood between Broker and Shipper, that Broker is not an agent for the carrier or Shipper and shall remain at all times an independent contractor. Shipper does not exercise or retain any control or supervision over Broker, its operations, employees, or carriers.

3. No Waiver: Failure of either Party to insist upon performance of any of the terms, conditions or provisions of this Agreement, or to exercise any right or privilege herein, or the waiver of any breach of any of the terms, conditions or provisions of this Agreement, shall not be construed as thereafter waiving any such terms, conditions, provisions, rights, or privileges, but the same shall continue and remain in full force and effect as if no forbearance or waiver had occurred.

4. Notices: Unless the Parties notify each other in writing of a change of address, any and all notices required or permitted to be given under this Agreement shall be made in writing and shall be delivered via fax with machine imprint on paper acknowledging successful transmission or email with confirmed receipt), and shall be effective when so delivered to the addresses included in this Agreement.

5. Force Majeure: Neither Party shall be liable to the other for failure to perform any of its obligations under this Agreement during any time in which such performance is prevented by fire, flood, or other natural disaster, war, embargo, riot, civil disobedience, or the intervention of any government authority, or any other cause outside of the reasonable control of the Shipper or Broker, provided that the Party so prevented uses its best efforts to perform under this Agreement and provided further, that such Party provide reasonable notice to the other Party of such inability to perform.

6. Choice of Law/Venue: All questions concerning the construction, interpretation, validity and enforceability of this Agreement, whether in a court of law or in arbitration, shall be governed by and construed and enforced in accordance with the laws of the State of Illinois, without giving effect to any choice or conflict of law provision or rule that would cause the laws of any other jurisdiction to apply.

7. Entire Agreement: This Agreement, including all Appendices and Addenda, constitutes the entire agreement intended by and between the Parties and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements, and understandings, whether oral, written, expressed or implied, with respect to the subject matter hereof. The Parties further intend that this Agreement constitutes the complete and exclusive statement of its terms and that no extrinsic evidence may be introduced to reform this Agreement in any judicial or arbitration proceeding involving this Agreement.