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The Agreement governs all shipments tendered to Carrier by Broker or by third parties through Broker during the term of the Agreement.

During the term of the Agreement, Carrier must not have an "Unsatisfactory" safety rating as determined by the Federal Motor Carrier Safety Administration ("FMCSA") or a substantially equivalent safety fitness determination under the Carrier Safety Measurement System implemented under the Compliance, Safety, Accountability ("CSA") program. If Carrier receives an Unsatisfactory safety rating, it will immediately notify Broker. Carrier will not use any carrier or subcontractor with an "Unsatisfactory" safety or equivalent rating even if Broker authorizes use of another carrier or subcontractor.

The Parties understand and agree that the relationship between the Parties is and will remain that of independent contractors and that no employer-employee or principal-agent relationship exists or is intended.

Broker is not restricted from tendering shipments to motor carriers other than Carrier. Carrier is not restricted from providing its transportation services to entities other than Broker or Broker's customers.

A. Carrier agrees to transport safely, promptly and efficiently all shipments tendered to it by Broker or other parties through Broker.

B. Carrier, at its own cost and expense, will provide and maintain motor vehicles, and other equipment used to provide services, in good, safe, and efficient condition, and in compliance with all laws and regulations governing the maintenance and operation of such motor vehicles and other equipment.

C. Carrier will accept instructions for changes in delivery place or time only from Broker. If Carrier accepts change instructions from parties other than Broker, Carrier does so at its own risk and will forfeit its right to compensation for the shipment.

D. Carrier will provide trailers to Broker's customers at locations designated from time to time by Broker. No detention or other charges will be assessed for the spotting of trailers or tractor unless specifically agreed in writing in advance.

E. Carrier agrees that any shipment involving oversize or overweight cargo is also subject to the Heavy-Haul Addendum. Carrier, not Broker, is solely responsible for determining legal dimensions and weights; selecting suitable equipment and axle configuration; scaling the loaded vehicle; obtaining and carrying every required permit; and complying with permit routes, bridge restrictions, curfews, escorts, signs, flags, lighting, and all other applicable requirements. Broker does not issue permits or guarantee that a proposed route, axle configuration, or load is legal. Permit, route-survey, escort, port, washing, and similar charges are reimbursable only when specifically listed on the Rate Confirmation and supported by receipts. Carrier is solely responsible for fines, penalties, citations, towing, impoundment, delay, cargo loss, property damage, and other cost caused by missing or violated permits, inaccurate dimensions or weights, improper loading or securement, failure to scale, route deviation, or noncompliant equipment. Before moving, Carrier must stop and obtain written instructions if actual dimensions, weight, commodity, equipment, axle configuration, or route differs from the Rate Confirmation or permit information. For oversize or overweight shipments, Carrier must maintain at least $2,000,000 automobile liability per occurrence and $250,000 motor-truck cargo per shipment, or any higher limit stated on the Rate Confirmation.

A. Broker agrees to pay Carrier in accordance with the rates and charges set forth in Appendix B and in individual Rate Confirmations, if applicable, which will be confirmed in writing by both Parties, in a form similar to that set forth in Appendix C. Confirmation of verbally agreed rates will be made by a Rate Confirmation transmitted electronically by Broker to Carrier, including by email or secure portal.

B. Carrier agrees to invoice Broker on a timely basis. Each invoice must include an original or legible copy of the signed bill of lading and the signed delivery receipt.

C. Broker may offset monies due Broker from Carrier against payments to Carrier. Unless other payment terms are agreed to between the Parties in writing, Broker will make payment to Carrier within 30 days of receipt of an uncontested invoice.

D. Carrier agrees that Broker is the sole party responsible for payment of Carrier's charges. Carrier shall not seek payment from shippers, consignees, or any other parties.

E. Carrier, for itself and on behalf of all of its agents and subcontractors, waives any lien which may exist against Goods. Carrier shall not withhold delivery of any Goods due to any dispute with Broker, shipper, consignee, or any other party.

A. Acceptance by Carrier of a load offered by Broker will constitute Carrier's recognition that the shipper of the load is a customer of Broker.

B. Carrier agrees to not solicit or accept, directly or indirectly, shipments from Broker's customers from anyone other than Broker where the availability of such traffic first became known to Carrier as a result of Broker's efforts or was first tendered to Carrier by Broker.

C. In the event of a breach of this provision, Broker will be entitled to a commission of 15% of the gross transportation revenue received by Carrier from Broker's customer. Broker will also be entitled to injunctive relief and, if Broker is a prevailing party, Carrier shall be liable for all costs and expenses incurred by Broker including, but not limited to, attorneys' fees and costs.

D. The provisions of this paragraph will be in effect during the initial and all subsequent terms of the Agreement and will continue in effect for two years after termination of the Agreement.

Carrier agrees to issue a bill of lading for each shipment and to provide Broker with proof of acceptance and delivery of each shipment. The terms and conditions of any bill of lading or other freight documentation used by Carrier or its subcontractors will not supplement, alter, or modify the terms of the Agreement. Failure of Carrier to issue a bill of lading will not affect the liability of the Carrier.

A. Carrier is liable for loss of, damage to, or delay of Goods according to the provisions of 49 U.S.C. § 14706.

B. The liability of Carrier for loss of or damage to Goods is for full actual value (measured by fair market value at destination). The liability of Carrier for delay to delivery of Goods is for the greater of either the full actual value of the Goods or those damages that are reasonably foreseeable. No limitations of liability will apply.

C. No terms, conditions, or provisions of any bill of lading, any other shipping form, or Carrier's tariff or rules will apply.

D. Carrier's liability for loss, damage, or delay exists from the time of receipt of the shipment by Carrier until proper delivery has occurred. Proper delivery shall not mean unloading of the property unless otherwise agreed in advance.

E. All claims for loss, damage, or delay will be processed in accordance with 49 CFR Part 370, except claims must be concluded within 60 days of receipt.

F. Carrier shall not sell or attempt to sell the Goods for salvage or otherwise without Broker's prior written authorization.

Carrier shall transport each shipment under Carrier's own active operating authority using Carrier's own employees, owner-operators leased to Carrier in compliance with law, and equipment operated under Carrier's control. Carrier shall not co-broker, re-broker, subcontract, interline, transfer, assign, or tender a shipment to any other carrier, broker, dispatch service, driver, or entity without Broker's prior written approval. Carrier shall not use another entity's USDOT or MC number, impersonate another carrier, substitute a driver or equipment without notice, provide false identity or payment information, or instruct any person to misstate who employs or controls the driver or equipment. Unauthorized re-brokering, identity substitution, credential theft, or other material misrepresentation is a material breach. Broker may stop the shipment, suspend or hold payment while identity and performance are investigated, refuse payment to any unauthorized broker, impostor, identity thief, or entity that did not lawfully perform authorized services, and offset documented loss, duplicate freight charges, claims, and investigation or recovery costs against amounts otherwise payable to the breaching Carrier to the extent permitted by law. Carrier remains liable for the shipment and shall indemnify Broker and the cargo interests for resulting loss. Suspected fraud may be reported to FMCSA, law enforcement, insurers, load boards, factoring companies, and affected parties. Nothing in this paragraph authorizes withholding from a legitimate carrier contrary to applicable law.

Carrier shall indemnify, defend, and hold Broker, shippers, consignees, and owners of the Goods, their officers, agents, and employees ("Indemnitees") harmless against any and all liability, claims, or expenses, including attorneys' fees and other costs of defense, with respect to those claims relating in any way to Carrier's, its employees' or subcontractors' performance or failure to perform under the Agreement asserted against Indemnitees by any person or entity. The obligation to defend includes payment of all reasonable costs of defense, including attorney fees, as they accrue.

At all times, at its own expense, Carrier will maintain the insurance specified below. All insurance must be primary and required to respond and pay prior to any other available coverage.

A. Worker's compensation insurance in statutory amounts;

B. Employer's Liability insurance with limits of not less than $1,000,000;

C. Occurrence based commercial General Liability Insurance including blanket contractual coverage, with combined single limits of $1,000,000 for personal injury, including death, and $1,000,000 for each occurrence for property damage including: (i) Premises operation; and (ii) Contractual liability for the liability assumed by Carrier pursuant to any indemnification agreements between Broker and Carrier;

D. Occurrence based Truckers Policy or Automobile Liability Insurance with limits of $1,000,000 per occurrence, and Hazardous Materials coverage of not less than $5,000,000 per occurrence if Hazardous Materials are handled; and

E. Occurrence based cargo insurance with limits of liability of not less than $250,000 per shipment.

F. Carrier's cargo insurance policy shall not exclude coverage for fraud, infidelity, unattended vehicle, dishonesty or criminal acts of carrier's employees or agents or for the following types of commodities: [Excluded commodities, if any]

G. Except for worker's compensation insurance and cargo insurance, the above policies and certificates must name Broker as an additional insured. All policies and certificates must require that the insurer provide Broker at least thirty (30) days’ notice of any material changes or cancellation.

A. The Initial term of the Agreement is one year, beginning on the date shown above. At the end of the initial term and each subsequent term, the Agreement will automatically renew for an additional one year term.

B. Either Party may terminate the Agreement, with or without cause, at any time, by giving 30 days' written notice to the other Party.

C. If either Party breaches the Agreement, the other Party may terminate the Agreement by giving 30 days' written notice, if the breach is not cured within that time period.

D. If either Party files a petition for or declares bankruptcy, reorganization or other similar relief from its creditors, the other Party shall have the right, subject to applicable federal bankruptcy law, to continue to enforce the Agreement or to terminate it immediately upon ten (10) days' written notice to the bankrupt or insolvent Party.

A. The Agreement is governed by and construed in accordance with the applicable federal laws of the United States or, alternatively, the laws of the State of Montana.

B. The Parties agree to jurisdiction and venue in the United States District Court located in the District of Montana or, if federal jurisdiction is not available, in state court located in Ravalli County, Montana.

If performance by one Party is affected by any condition beyond the reasonable control of such Party, such as an Act of God, the performance of obligations under the Agreement affected by such condition will be suspended during the continuance of such condition. Neither Party will incur any liability for damages resulting from such suspensions.

Any notices and other communications required or permitted under the Agreement must be in writing and be (1) delivered personally, (2) sent by facsimile or e-mail transmission if confirmed by notice sent by one of the other notice methods permitted in this paragraph, (3) sent by nationally recognized overnight courier guaranteeing next business day delivery, or (4) mailed by registered or certified mail (return receipt requested), postage prepaid, to the Party at the following addresses (or at such other addresses as are specified by like notice):

If to Broker: Streamline, LLC; Attention: Larry Lockhart, Jr.; 189 Old Corvallis Rd; Hamilton, Montana 59840. If to Carrier: [Carrier notice address].

All such notices and other communications will be deemed to have been given and received (1) in the case of personal delivery, on the date of such delivery, (2) in the case of facsimile or email transmission that is confirmed by notice sent on the same day by one of the other methods permitted, on the date of transmission if sent on a business day (or if sent on other than a business day, on the next business day after the date sent), (3) in the case of delivery by nationally recognized overnight courier, on the business day following dispatch if sent by guaranteed next day delivery, or (4) in the case of mailing, on the third business day following such mailing.

As part of the business relationship between Broker and Carrier, either Party may be in or come into possession of information or data which constitutes trade secrets, know-how, confidential information, marketing plans, pricing or anything else otherwise considered proprietary or secret by the other ("Confidential Information"). In consideration of the receipt of such Confidential Information and potential business, each Party agrees to protect and maintain such Confidential Information in the utmost confidence, to use such Confidential Information solely in connection with their business relationship, and, to take all measures reasonably necessary to protect the Confidential Information.

A. Broker will maintain and provide transaction records as required by applicable law, including 49 CFR § 371.3. Nothing in this Agreement waives a right that applicable law does not permit a party to waive. Except to the extent disclosure is legally required, Carrier has no right to access and shall not request Broker's or any shipper's customer rates, shipper charges, broker rates, margins, commissions, markups, pricing, or other company financial information. Any information disclosed because applicable law requires disclosure remains Confidential Information. Carrier shall not disclose it to any third party or use it for any purpose other than reviewing the specific transaction or exercising a legally protected right. Carrier shall not use such information to solicit Broker's customers, compete for Broker's customer traffic, or interfere with Broker's customer relationships.

B. Except as may be required by law, the terms and conditions of the Agreement and information pertaining to any Services will not be disclosed by either Party to any other persons or entities, except to the directors, officers, employees, authorized contractors, attorneys, and accountants of each Party.

C. This mutual obligation of confidentiality will remain in effect during the terms of the Agreement and for a period of two years following any termination.

In the event a dispute arises between the Parties relating to the terms or performance under this Agreement and such disputes result in litigation, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs.

Each Party has participated in negotiating and drafting the Agreement, so if an ambiguity or a question of intent or interpretation arises, the Agreement is to be construed as if the Parties had drafted it jointly as opposed to being construed against a Party because it was responsible for drafting one or more provisions of the Agreement.

If any part of the Agreement is declared by a court to be invalid, such decision shall not affect the validity of any remaining portion of the Agreement.

The failure of either Party to enforce any of the rights given to it under the Agreement shall not be construed as a waiver of that right.

A. The Agreement contains the entire understanding and contractual agreement between the Parties. Except as specifically stated in the Agreement, no tariffs or other contracts apply.

B. The Agreement cannot be amended except in writing, signed and dated by authorized representatives of both Parties.