Carrier-Dispatch Services Agreement

1. Scope of Services

Delron Dispatch provides administrative and dispatch support services to Carrier. Delron Dispatch may assist with identifying available loads, communicating with brokers and shippers at Carrier's direction, organizing rate and load information, and supporting routine paperwork and administrative coordination.

Delron Dispatch acts solely as Carrier's administrative agent for load procurement and dispatch support. Delron Dispatch is not a motor carrier, freight carrier, shipper, or broker under this Agreement, does not transport freight, and does not assume responsibility for the physical movement, custody, or delivery of any cargo. Carrier remains an independent business and retains exclusive control over its equipment, drivers, routes, safety decisions, and acceptance or rejection of every load.

2. Carrier Obligations and Representations

Carrier represents and warrants throughout the relationship that it:

• Maintains active operating authority and all registrations required by the Federal Motor Carrier Safety Administration (FMCSA) and applicable federal, state, and local laws.
• Maintains at least $1,000,000 in public liability insurance and at least $100,000 in cargo insurance, unless a higher amount is required for a particular load.
• Maintains any other insurance, permits, licenses, bonds, and endorsements required for its operations or for a specific shipment.
• Provides accurate, current, and complete carrier information and promptly supplies requested authority, insurance, tax, safety, and business documents.
• Uses qualified drivers and safe, properly maintained equipment, and complies with all applicable hours-of-service, safety, environmental, and transportation requirements.
• Reviews and independently approves each load, rate confirmation, broker, shipper, route, appointment, and operating condition before accepting the load.

Carrier must notify Delron Dispatch promptly if its authority is suspended, insurance is cancelled or materially changed, or any representation in this Agreement becomes inaccurate.

3. Fees and Payment

For dispatch and administrative services, Carrier agrees to pay Delron Dispatch a commission equal to 8% of gross line-haul revenue for each load procured or administered through Delron Dispatch. Gross line-haul revenue means the line-haul amount shown on the applicable rate confirmation, before fuel surcharges, accessorials, deductions, advances, or other adjustments unless otherwise agreed in writing.

The 8% commission is earned when the applicable load is booked through Delron Dispatch and may be collected or invoiced according to the parties' agreed payment process. Carrier remains responsible for all costs of operation, including fuel, tolls, maintenance, payroll, insurance, permits, taxes, factoring charges, and other business expenses.

4. Independent Contractor Relationship

The parties are independent contractors. Nothing in this Agreement creates an employment relationship, partnership, joint venture, or carrier-broker relationship between Delron Dispatch and Carrier. Carrier has no authority to bind Delron Dispatch, and Delron Dispatch has no authority to operate Carrier's equipment, employ Carrier's drivers, or make safety decisions for Carrier.

5. Limitation of Liability

To the fullest extent permitted by law, Delron Dispatch is not responsible for and will not be liable for transit delays, missed appointments, detention, downtime, cargo loss, cargo damage, theft, accidents, citations, equipment failure, driver conduct, service failures, or any other event arising from Carrier's operations or from a broker, shipper, consignee, or third party.

Delron Dispatch does not guarantee load availability, rates, miles, revenue, transit times, broker creditworthiness, or payment by any broker or shipper. Delron Dispatch is not liable for a broker's or shipper's failure, refusal, or delay in paying Carrier, including payment defaults, chargebacks, offsets, or disputes.

Except for obligations that cannot legally be limited, neither party will be liable to the other for consequential, incidental, special, exemplary, or punitive damages, including lost profits or business interruption, arising out of this Agreement.

6. Indemnification

Carrier agrees to defend, indemnify, and hold harmless Delron Dispatch and its owners, officers, employees, agents, and representatives from claims, losses, fines, penalties, liabilities, damages, costs, and reasonable attorneys' fees arising out of or related to Carrier's transportation operations, equipment, drivers, employees, subcontractors, cargo, regulatory violations, breach of this Agreement, negligence, willful misconduct, or failure to maintain required authority or insurance.

7. Term and Termination

This Agreement begins when Carrier accepts these terms and continues until terminated. Either party may terminate the Agreement by providing at least 7 days' written notice to the other party. Notices to Delron Dispatch must be sent to truck@delrondispatch.com.

Either party may terminate immediately for a material breach, loss or suspension of operating authority, cancellation of required insurance, fraud, unlawful conduct, or conduct that creates a material safety or reputational risk. Termination does not cancel commissions already earned or obligations that by their nature survive termination, including payment, limitation of liability, indemnification, and dispute-related provisions.

8. Confidentiality and Information

Each party will use reasonable care to protect non-public business, customer, rate, and operational information received from the other party. Carrier authorizes Delron Dispatch to use and share Carrier's business and qualification information as reasonably necessary to provide dispatch services, communicate with brokers and shippers, and complete load-related administration.

9. General Terms

This Agreement is the complete agreement between the parties regarding the services described here and supersedes prior discussions on that subject. Any amendment must be in writing and accepted by both parties. If any provision is held unenforceable, the remaining provisions will remain in effect. A party's failure to enforce a provision is not a waiver of its right to enforce it later.

Carrier confirms that it has had an opportunity to review this Agreement, ask questions, and obtain independent legal advice before accepting it. Electronic acceptance through the onboarding form has the same intent and effect as a handwritten signature to the extent permitted by applicable law.