ATTENTION CARRIER!

PLEASE FAX THIS COMPLETED FORM ALONG WITH THE FOLLOWING DOCUMENTS TO

315-622-5281

• Signed Breakaway Transport Broker/Carrier Agreement

• Workman’s Compensation letter

• Copy of Company Profile (this sheet)

• Copy of Common Carrier Authority (must match insurance certificate)

• Completed W-9 Form

• Insurance Certificate showing Breakaway Transport as the certificate holder

� $1,000,000 General Liability required

� $100,000 Cargo Liability required

YOUR COMPANY PROFILE

Carrier Name:

Federal ID#: MC# DOT#

Receive our Rate Confirmations/Paperwork via Email!

Email:

Email:

Our Company Profile

Remit to Address Credit References

Breakaway Transport MC# 685354 Damar Transportation

PO Box 267 FED ID# 26-4531220 Contact: Megan

Massena, NY 13662 Allentown, PA 18103

PH 315-705-0050 PH 800-573-2670

FX 315-622-5281

Bennett Distribution

Bond Information 1st Security Financial Corp Contact: Ray

3929 Noe-Bixby Road Utica, NY 13504

Columbus, OH 43232 315-725-7250

Physical Address Remit to Address (if different)

Address: Address:

City: City:

State: ZIP State: Zip

Contact:

Phone: Phone:

Fax: Fax:

Contract Carrier Agreement

This Agreement is made this date of , 20 , by and between MC# a

Federal Motor Carrier Safety Administration (FMCSA) licensed and registered motor carrier (CARRIER) and Breakaway Transport LLC 7854 Oswego

Road, Liverpool, NY 13090 (BREAKAWAY).

1. Breakaway is a freight broker authorized by the FMCSA, holding license NO 685354, to arrange for the transportation of property by

motor carrier on behalf of shippers, and for the purposes of contract carriage sufficiently controls the arrangement of transportation of

the commodities to be tendered to Carrier under this Agreement.

2. Breakaway agrees to pay Carrier for the transportation of freight moved under this Agreement in accordance with the rates set forth in

writing in the Rate Conformation Breakaway provides to Carrier at the time of load tender which is made a part hereof. Modifications or

additions to these rates may be agreed to in writing or verbally agreed rates will be made by a recap, faxed or mailed by Breakaway to

Carrier and by the Carrier’s pick up of the shipment. In addition, confirmation of any verbally agreed rates shall be made by the Carrier’s

billing and Breakaway payment thereof. If Breakaway pays the freight invoice in a reduced amount, such amount shall constitute the

agreed rate, unless Carrier indicates to the contract to Breakaway with in sixty (60) days of its receipt of payment. All modifications and

additions to the rates made either in writing or verbally and confirmed in writing or by fax, or as established by the billing and payment

by the Parties together with the underlying freight bills, shall be deemed as appendices to and considered a part of this Agreement.

3. Carrier warrants that it is authorized to operate as a motor carrier by the FMCSA and agrees to provide and maintain, as its sole expense,

primary insurance against liability for injuries to or death of persons and damage to property, in a combined single limit of not less than

1,000,000 per occurrence ( or such greater amount as may be required by United States Federal law for any of the commodities being

transported within the scope of the Services), and for loss of or damage to freight, in an amount not less than $100,000 or greater if the

value of the shipment exceeds that amount; Workers’ compensation coverage on all Carrier employees as required under applicable

State law and any additional insurance required by applicable laws, rules and regulations. Carrier shall furnish Breakaway with

certificates from the insurers evidencing the above required coverages and containing and endorsement adding Breakaway to the Auto

and General Liability policies listed on the certificate as an additional insured and adding Breakaway to the listed Cargo endorsement

providing for not less than thirty (30) days’ advance written notice to Breakaway of cancellation or non-renewal of coverage. Coverage

provide by all policies shall be primary coverage. Carrier shall provide Breakaway a current certificate upon renewal or revision of any

insurance policy required herein.

4. All Services by Carrier shall be rendered as contract carriage within the meaning of 49 U.S.C. SS 13102(4) (B) and 14101(b). In connection

with contract carriage Services, Breakaway and Carrier hereby expressly waive all provisions of Chapters 137 and 147 and any other

provisions of Subtitle IV, Part B of Title 49, United States Code, to the extent that such provisions are in conflict with express provisions of

this Agreement. The Parties do not, however, waive the provisions of the subtitle relation to registration, insurance, or safety fitness.

5. Carrier shall render all Services in a competent, safe and professional manner, and in accordance with all applicable federal, state and

local laws and regulations of the jurisdiction(s) within which the Services are rendered, including but not limited to those laws and

regulations governing the qualification of drivers, the maintenance of the equipment used by the carrier to transport shipments tendered

to it under the terms of this Agreement, and the regulations governing the handling and transport of hazardous materials ( including call

required permits, registration and licenses). Carrier also represents and warrants that its current FMCSA safety rating, if one has been

assigned to it, is not less than “Satisfactory.” Carrier shall give subsequent notice to Breakaway concerning any change in its FMCSA

safety rating or registrations no later than two (2) business days after the effective date of the change.

6. As between Breakaway and Carrier, all cost of rendering the Services (including compensation of subcontractors as well as payment of all

taxes or other governmental assessments imposed on Carrier) shall be borne solely and exclusively by Carrier.

7. Carrier shall not subcontract any Services to third parties without giving prior notice to Breakaway’s prior written consent. Any such

subcontracting, with or without notice and consent, shall not affect Carrier’s responsibilities or liabilities to Breakaway under this

Agreement. Should Carrier violate this provision it shall forfeit its freight to compensation for such shipments, but shall retain all

responsibilities and liabilities to Breakaway under this Agreement with respect to shipments tendered to it.

8. Carrier herby assumes the liability of a motor carrier as provided in 49 U.S.C> 14706 as in effect on the effective date of this Agreement.

All claims for loss and damage and salvage shall be handled and processed in accordance with the regulations of the FMCSA as published

in the Code of Federal Regulations (49 C.F.R. 370) without regard to the limitations of the Part’s application to common carriers. Further,

without regard to the provisions of Part 370 Carrier shall pay, decline or make settlement offer in writing on all cargo loss or damage

claims within thirty (30) days of receipt of the claim. Failure of Carrier to decline or make settlement offer in writing on all cargo loss

or damage claims within 30 days of receipt of the claim shall constitute an admission of liability by the Carrier for the full amount of

the claim and such failure may be submitted as evidence of such liability in any court of competent jurisdiction by either Breakaway or

Shipper. The terms of this Agreement shall govern the relationship between the Parties and their respective liabilities and

responsibilities; the terms, conditions, or provisions of any bill of lading, tariff, or other shipping document utilized by the Carrier or

shipper shall be subject to and subordinate to the terms of this Agreement. The bill of loading or other document issued to evidence

receipt of goods by Carrier shall show Breakaway as the bill-to party for freight charges, shall not show Breakaway as the shipper,

consignee or motor carrier, and shall not show any entity other than Carrier as the motor carrier issuing the Receipt or other instrument.

9. Carrier agrees to hold Breakaway harmless from and indemnify Breakaway for any liability resulting from loss or damage to any freight

transported by Carrier pursuant to this Agreement, including all costs to defend claims. Carrier also agrees to hold Breakaway harmless

from and indemnify Breakaway for any liability resulting from personal injury or property damage, which may occur during the operations

of Carrier pursuant to this Agreement, including all cost to defend claims.

10. Carrier will bill all charges for transportation services directly and exclusively to Breakaway within one hundred and twenty (120) days of

shipment tender date and Carrier shall provide Breakaway with the bill of lading signed by the shipper and receiver, delivery receipt, and

receipts for any applicable accessorial charges. Carrier will cancel all transportation charges due on shipments that are not billed within

this one hundred (120) day period as noted by the postmark date. Breakaway agrees that it will endeavor to pay all freight bills for

transportation performed within thirty (30) days of receipt of the documentation specified herein.

11. Carrier agrees to not directly or indirectly solicit freight from shippers or consignees that it hauled for as a result of the efforts of

Breakaway under this agreement for a period of one (1) year after termination of this agreement. Should Carrier breach this provision, it

is understood between the parties that damages to Breakaway would be difficult to calculate. Therefore, the parties have stipulated and

agreed that should Carrier breach this provision, the sum of ten thousand dollars ($10,000) shall be paid by the Carrier to Breakaway

upon demand.

12. The relationship of Carrier to Breakaway is that of an independent contractor. By this Agreement the Parties do not intend to provide for

division of profits between Carrier, and Breakaway or to cloth Breakaway nor shall Breakaway be liable for any wages, fees, payroll taxes,

assessments or other expenses relating to employees or agents of Carrier. Except that Breakaway shall be agent for Carrier for the

collection and payment of charges to Carrier. The Carrier authorizes Breakaway to invoice the consignor or consignee for freight charges

on behalf of the Carrier and the Carrier agrees that Breakaway is solely responsible for payment of all freight charges to the Carrier.

Carrier will have no claim to in part or whole to Breakaway’s commissions earned on any freight shipments tendered nor shall Breakaway

be required to disclose to Carrier the amount of its commissions earned.

13. The provisions of this Agreement shall be binding upon and inure directly to the benefit of the Parties hereto and the consignor and

consignee of all shipments transported hereunder and may be independently asserted and enforced by them.

14. Obligations of this Agreement are separate and divisible and in the event that any clause is deemed unenforceable, the balance of the

Agreement shall continue in full force and effect. This Agreement shall be binding on, and shall inure to the benefit of, both Parties as

well as their respective successors and permitted assigns. Assignment of this Agreement by either Party requires prior notice to and

consent by the other Party. Neither Party shall unreasonably withhold consent for an assignment by the other Party to an Affiliate of the

assigning Party, provided that the Affiliate first agrees in writing to comply with all terms and conditions of this Agreement.

15. Except to the extent that Federal preemption applies by reason of 49 U.S.C ss 14501 (c) or other law, this Agreement shall be interpreted

in accordance with the laws of the State of New York, disregarding any choice-of-law principle under which that State would look to the

laws of another jurisdiction. The Parties agree that exclusive venue of any lawsuit arising under this Agreement shall be in the

appropriate state or federal court in Onondaga County, New York.

16. This Agreement shall be deemed to be effective on the first date that Carrier and Breakaway commenced business together and the

Parties agree that the provisions contained herein properly express and memorialize the complete understanding of the Parties. No prior

understandings or agreements of the Parties, whether written or oral, nor any documents not specifically incorporated into this

Agreement, nor any course of conduct of the Parties before or after the Effective Date of this Agreement, shall have the effect of

modifying the Parties’ right and obligations under this Agreement in any way. No amendment to this Agreement shall be effective as a

continuing agreement subject to the right of either Party hereto cancel the Agreement at any time upon not less than thirty (30) days

written notice of one Party to the other

CARRIER: ____________________ BREAKAWAY TRANSPORT LLC

BY: ___________________________ BY:

TITLE:___________________________ TITLE: __ PRESIDENT ___

DATE: ___________________________

WORKERS COMPENSATION

HOLD HARMLESS LETTER

_____________________ agrees to hold harmless and indemnify Breakaway Transport LLC. And any of its

affiliates against any award by a worker’s compensation court, similar administrative body, or court of law

_________________________________

Signature of Officer

_________________________________

Title

_________________________________

Date