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    note: Authority and Insurance must list Long Haul Logistics LLC as the Certificate Holder
  • Certificate Holder:
    Long Haul Logistics, LLC
    PO BOX 133353
    Spring, TX 77393
  • Date Format: MM slash DD slash YYYY
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  • Broker Carrier Agreement

  • THIS AGREEMENT is made and entered into on 02/10/2026, by and between Long Haul Logistics, LLC and ________________ ("CARRIER").

  • I
    Recitals

    • A. BROKER is a licensed transportation broker that controls the transportation of freight under its contractual arrangements with various Customers.
    • B. CARRIER is authorized to operate in inter-provincial, interstate and/or intrastate commerce and is qualified, competent and available to provide for transportation services required by BROKER.

  • II
    Agreement

    • 1. TERM. The term of this Agreement shall be for one (1) year and shall automatically renew for successive one (1) year periods, provided, however, that this Agreement may be terminated at any time by giving thirty (30) days prior written notice.

    • 2. CARRIER'S OPERATING AUTHORITY AND COMPLIANCE WITH LAW. CARRIER represents and warrants that it is duly and legally qualified to provide as a contract CARRIER, the transportation services contemplated herein. CARRIER further represents and warrants that it does not have a conditional or unsatisfactory safety rating issued from the U.S. Department of Transportation, and further agrees to comply with all federal, state and local laws regarding the provision of the transportation transport any shipment required by the U.S. Department of Transportation to be placed as a hazardous material, the parties agree that the additional provisions included in Appendix A shall apply for each such shipment.

    • 3. PERFORMANCE OF SERVICES. CARRIER'S services under this Agreement are specifically designed to meet the distinct needs of BROKER under the specified rates and conditions set forth herein. CARRIER shall transport all shipments provided under this Agreement without delay, and all occurrences which would be probable or certain to cause delay shall be immediately communicated to BROKER by CARRIER. This Agreement does not grant CARRIER an exclusive right to perform the transportation related services for BROKER or its Customer. If CARRIER is late, they will be charged a per hour rate, determined by BROKER. This Agreement, in and of itself:
      • (a) does not obligate Broker to request goods or services from CARRIER;
      • (b) does not obligate CARRIER to provide goods or services to Broker; and
      • (c) does not prohibit Broker or CARRIER from contracting with others to provide, or be provided, the same or similar goods or services.
      CARRIER shall perform all services in a professional manner, in strict conformity with the specifications and requirements provided by Broker, generally accepted professional standards, and all applicable laws, rules and regulations.

    • 4. RECEIPTS AND BILLS OF LADING. Each shipment hereunder shall be evidenced by a Uniform (Standard) Bill of Lading naming CARRIER as the transporting CARRIER. Upon delivery of each shipment made hereunder, CARRIER shall obtain a receipt showing the kind and quantity of product delivered to the Customer of such shipment at the destination specified by BROKER or the Customer, and CARRIER shall cause such receipt to be signed by the Customer. Any terms, conditions and provisions of the bill of lading, manifest or other form of receipt or contract shall be signed and subordinate to their terms, conditions and provisions of the Agreement. CARRIER shall notify BROKER immediately of any exception made on the bill of lading or delivery receipt.

    • 5. CARRIER'S OPERATIONS. CARRIER shall, at its sole cost and expense and to the satisfaction of Broker
      • (a) furnish all equipment necessary or required for the performance of its obligations hereunder (the "Equipment");
      • (b) pay all expenses related in any way, with the use and operation of the Equipment;
      • (c) maintain the Equipment in good repair, mechanical condition and appearance; and
      • (d) utilize only competent, able and legally licensed personnel. CARRIER shall have full control of such personnel; and shall assume complete responsibility for all state and federal taxes, assessments, insurance (including, but not limited to worker's compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the transportation performed hereunder.
      CARRIER agrees to pay, or have paid, all taxes, licenses, and fees levied or assessed by any governmental agency, and any unemployment compensation, insurance, pension benefits, social security, and other taxes upon the wages of CARRIER, in connection with or incident to the performance of CARRIER hereunder. CARRIER agrees to reimburse Broker on demand for any such taxes or governmental charges, state or federal that Broker may be required to pay on account of CARRIER.

      Nothing contained in this Agreement shall be construed to deem CARRIER as a partner, employee or agent of Broker, nor shall either Party have any authority to bind the other in any respect. CARRIER shall not make any commitment or incur any expense in the name of Broker. It is intended that CARRIER shall, in all instances, be and remain an independent contractor responsible for its own actions and for its own agents, employees and representatives. In this regard, the Parties hereby acknowledge that the Broker shall only have the right to prescribe and designate the result to be accomplished, and that Broker does not retain any supervisory control or authority or right to direct or control any part of the work to be performed by CARRIER. Actions taken by Broker relating to any part of the work to be performed by CARRIER hereunder shall not, in any respect, be the basis for the recognition of a right or duty by Broker to direct or control the details of CARRIER’s performance.

    • 6. INDEMNITY. REGARDLESS OF CAUSE AND TO THE FULLEST EXTENT PERMITTED BY LAW, CARRIER SHALL BE RESPONSIBLE FOR AND DEFEND, INDEMNIFY, RELEASE AND HOLD HARMLESS BROKER GROUP AGAINST ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH PERSONAL INJURY, ILLNESS OR DEATH OF ANY MEMBER OF CARRIER GROUP. REGARDLESS OF CAUSE AND TO THE FULLEST EXTENT PERMITTED BY LAW, CARRIER SHALL BE RESPONSIBLE FOR AND DEFEND, INDEMNIFY, RELEASE AND HOLD HARMLESS BROKER GROUP AGAINST ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH DAMAGE TO OR LOSS OR DESTRUCTION OF PROPERTY OF ANY MEMBER OF THE CARRIER GROUP. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE OTHER PROVISIONS OF THIS AGREEMENT, EXCEPT TO THE EXTENT CAUSED BY OR ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL OR WANTON MISCONDUCT OF ANY MEMBER OF BROKER GROUP, CARRIER SHALL RELEASE, INDEMNIFY, DEFEND AND HOLD BROKER GROUP HARMLESS FROM AND AGAINST ANY AND ALL LOSS, LIABILITY, DAMAGE OR EXPENSES INCIDENT TO CLAIMS, DEMANDS OR CAUSES OF ACTION OF EVERY KIND AND CHARACTER WHATSOEVER ARISING OUT OF OR RELATING IN ANY WAY RELATED TO THE PERFORMANCE OR BREACH OF THIS AGREEMENT BY CARRIER, ITS EMPLOYEES OR CLAIMS FOR OR RELATED TO PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE AND CARRIER'S POSSESSION, USE, MAINTENANCE, CUSTODY OR OPERATION OF THE EQUIPMENT.

      For purposes of this Section, “BROKER Group” shall mean BROKER, its parent, subsidiaries, and affiliated companies and its and their joint owners, co-lessees, partners, joint venturers, lessors, contractors, and subcontractors (other than CARRIER), and owners, shareholders, directors, officers, employees, agents, representatives, and invitees of all the foregoing. “CARRIER Group” shall mean CARRIER, its parent, subsidiaries, and affiliated companies and its and their joint owners, co-lessees, partners, joint venturers, lessors, contractors, and subcontractors, and owners, shareholders, directors, officers, employees, agents, representatives, and invitees of all the foregoing.

    • 7. LIMITATION OF LIABILITY- THE PARTIES' REMEDIES FOR ALL LEGAL INJURIES AND LOSSES SUSTAINED IN CONNECTION WITH TRANSACTIONS GOVERNED HEREBY SHALL BE AS PRESCRIBED BY APPLICABLE LAW; HOWEVER, NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR, AND EACH PARTY AGREES TO RELEASE THE OTHER PARTY FROM (A) ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOST BUSINESS OPPORTUNITY, LOSS OR INABILITY TO USE PROPERTY OR EQUIPMENT, BUSINESS INTERRUPTION, AND (B) EXEMPLARY AND PUNITIVE DAMAGES, HOWEVER SAME MAY BE CAUSED.

    • 8. INSURANCE. CARRIER shall procure and maintain, at its sole cost and expense, the following insurance coverage:
      • a. Public Liability and property damage insurance with a reputable and financially responsible insurance company insuring CARRIER in an amount $1,000,000.00 (US Dollars) per occurrence.
      • b. All Risk for Broad Form Motor Truck Cargo Legal Liability insurance in an amount $100,000.00 (US Dollars) per occurrence. Such insurance policy shall name BROKER as Additionally Insured on the CARRIER Policy and provide coverage to BROKER, the Customer or the owner or consignee for any loss, damage or delay related to any property coming into the possession of CARRIER under this Agreement.
      • c. Statutory Worker's Compensation Insurance and Employee Liability coverage in such amounts and in such form as required by applicable state law.
      • d. CARRIER shall furnish to BROKER written certificates obtained from the insurance CARRIER showing that such insurance has been procured, is being properly maintained, the expiration date, and specifying that written notice of cancellation or modification of the policies shall endeavor to be given to BROKER thirty (30) days prior to such cancellation or modification. Upon request, CARRIER shall provide BROKER with copies of the applicable insurance policies.
      • e. Limits of coverage
        • i. For cargo values exceeding $100,000 per truckload, high value cargo insurance is available on a per trip basis upon request. CARRIER shall furnish BROKER with a Certificate of Insurance naming BROKER as certificate holder upon receipt of a fully executed copy of the Agreement from BROKER.
        • ii. CARRIER'S cargo liability shall not, under any circumstances, exceed $100,000 (USD) per truckload. Neither party shall be liable to the other or to their customers for special or consequential damages without prior written notification of the risk of loss and it approximate financial amount and a separate written agreement expressly accepting such responsibility. All claims shall be files and processed in accordance with 49 CFR 370 and/or 49 CFR 1005.

    • 9. FREIGHT LOSS, DAMAGE OR DELAY. CARRIER shall have the sole and exclusive care, custody and control of the Customer's property from the time it is delivered to CARRIER for transportation until delivery to the Customer accompanied by the appropriate receipts as specified in Paragraph 4. CARRIER assumes the liability of a common CARRIER (i.e. Carmack Amendment liability) for loss, delay, damage to, destruction, or failure to deliver of any and all of Customer's good or property while under CARRIER'S care, custody or control CARRIER shall pay to BROKER, Customer's full actual loss for the kind and quantity of commodities so lost, delayed, damaged or destroyed.

    • 10. WAIVER OF CARRIER'S LIEN. CARRIER shall not withhold any goods of the Customer on account of any dispute as to rates or any alleged failure of BROKER to pay charges incurred under this Agreement. CARRIER is relying upon the general credit of BROKER and hereby waives and releases all liens which CARRIER might otherwise have to any goods of BROKER or its Customer in the possession or control of CARRIER.

    • 11. PAYMENTS. CARRIER will charge and BROKER will pay for transportation services performed under the Agreement the rates and charges as shown on separate Rate Confirmation Sheets to be signed and agreed to by CARRIER and BROKER before each shipment made under this Agreement. CARRIER represents and warrants that there are no other applicable rates or charges except those established in this Agreement or in any Rate Confirmation Sheet signed by the BROKER. CARRIER shall submit invoices to the Broker address noted above. Payments by BROKER will be made within thirty (30) days of receipt by BROKER of CARRIER'S freight bill, bill of lading, clear delivery receipt, and any other necessary billing documents enabling BROKER to ascertain that service has been provided at the agreed upon charge, except to the extent Broker disputes in good faith any portion of such invoice. In the event of a disputed invoice, Broker shall remit to CARRIER the undisputed portion of the invoice and the Parties shall cooperate in good faith to resolve the disputed portion of the invoice in a timely manner. Broker shall promptly review invoices and notify CARRIER of any objection thereto. In the event service is provided and it is subsequently discovered that there was no applicable rate in the existing Schedule of Rates or supplements, the parties agree that the rate by BROKER and collected by CARRIER shall be the agreed upon contract rate. CARRIER agrees that BROKER has the exclusive right to handle all billing of freight charges to the customer for the transportation services provided herein, and, as such, CARRIER agrees to refrain from all collection efforts against the shipper, receiver, consignor, consignee or the Customer.

    • 12. CONFIDENTIALITY AND NON-SOLICITATION. Neither party may disclose the terms of this Agreement to a third party without the written consent of the other party except: (1) as required by law or regulation; (2) disclosure is made to its parent, subsidiary or affiliate company; or (3) to facilitate rating or auditing of transportation charges by an authorized agent and such agent agrees to keep the terms of the Agreement confidential, CARRIER will not solicit traffic from any shipper, consignor, consignee or customer of BROKER where (1) the availability of such traffic first became known to CARRIER as a result of BROKER'S efforts, or (2) the traffic of the shipper, consignor, consignee or Customer of BROKER was first tendered to CARRIER by BROKER. If CARRIER breaches this Agreement and directly or indirectly solicits traffic from customers of BROKER and obtains traffic from such customer during the term of the Agreement for twelve (12) months thereafter, CARRIER shall be obligated to pay BROKER, for a period of fifteen (15) months thereafter, commission in the amount of thirty-five percent (35%) of the transportation revenue resulting from traffic transported for the Customer, and CARRIER shall provide BROKER with all documentation requested by BROKER to verify such transportation revenue.

    • 13. SUB-CONTRACT PROHIBITION. CARRIER specifically agrees that all freight tendered to it by BROKER shall be transported on equipment operated only under the authority of CARRIER, and that CARRIER shall not in any manner sub-contract, broker, or in any other form arrange for the freight to be transported by a third party without the prior written consent of BROKER.

    • 14. ASSIGNMENT/MODIFICATION/BENEFIT OF AGREEMENT. This Agreement may not be assigned or transferred in whole or in part by CARRIER, and supersedes all other agreements and all tariffs, rates, classifications and schedules published, files or otherwise maintained by CARRIER. This Agreement shall be binding upon and inure to the benefit of the parties hereto.

    • 15. SEVERABILITY. In the event that the operation of any portion of the Agreement results in a violation of any law, the parties agree that such portion shall be severable and that the remaining provisions of this Agreement shall continue in full force and effect.

    • 16. WAIVER. CARRIER and Shipper expressly waive any and all rights and remedies allowed under 49 U.S.C. p 14101 to the extent that such rights and remedies conflict with this Agreement. Failure of BROKER to insist upon CARRIER'S performance under this Agreement or to exercise any right or privilege, shall not be a waiver of any BROKER'S rights or privileges herein.

    • 17. FORCE MAJEURE. Except for the duty to make payments, neither Party shall be liable to the other for any failure to perform any of its obligations hereunder to the extent performance is prevented due to Force Majeure. For the purposes of this Agreement, Force Majeure shall mean causes that are beyond the reasonable control and without the fault or negligence of the Party claiming Force Majeure and that could not have been avoided or prevented by reasonable foresight, planning or implementation by the Party claiming Force Majeure. Such causes shall include but not be limited to war (declared or undeclared), acts of terrorism, insurrections, hostilities, strikes or lockouts (other than strikes by or lockouts of such Party’s employees, which strikes or lockouts shall be deemed not to be Force Majeure events), riots, fire, storm and other nature-related interference or hindrance by any governmental agencies’ authority. In case of a Force Majeure condition, CARRIER will promptly notify Broker in writing of the particulars of such condition and will do all things reasonably possible to remove such condition and resume performance hereunder as soon as such condition is removed.

    • 18. SURVIVAL. The Parties agree that, notwithstanding any other provision to the contrary in this Agreement, the obligations imposed by Sections 6 (Indemnity), 7 (Limit of Liability), and 12 (Confidentiality) herein shall survive completion of the services and termination of this Agreement.

    • 19. AMENDMENTS. This Agreement may not be amended, nor any provision hereof waived, except by a written amendment executed with the same formality as this Agreement and executed by duly authorized representatives of the respective Parties.

    • 20. CONFLICTS. In the event of a conflict between the provisions of this Agreement and any attached exhibits, or any other papers or documents, the provisions of this Agreement shall control. This Agreement supersedes any prior agreements between the parties and any such prior agreement shall be deemed terminated as of the Effective Date of this Agreement.

    • 21. EFFECTIVE DATE. This Agreement will not be deemed valid unless signed by CARRIER’s officer authorized to sign. This Agreement will become effective when signed by Broker. The date this Agreement is signed by the Broker (as indicated by the date stated under the Broker’s signature) will be deemed the effective date of this Agreement, however, if Broker does not enter the date of signing as indicated, the effective date shall be the date this Agreement is executed by CARRIER.

    • 22. COUNTERPART ORIGINALS. This Agreement may be executed in a number of identical counterparts which, taken together, shall constitute collectively one (1) agreement. This Agreement may be executed by Broker and CARRIER by portable document format (.pdf) signature, such that the execution of this Agreement by portable document format (.pdf) signature shall be deemed effective for all purposes as though this Agreement was executed as a “blue ink” original.

    • 23. GOVERNING LAW. This Agreement and all matters relating to the meaning, validity or enforceability thereof and the performance of Services hereunder shall be governed by the laws of the State of Texas, exclusive of its conflicts of laws’ provisions. Any suit or proceeding hereunder shall be brought exclusively in the state or federal court of general jurisdiction for Harris County. Each Party consents to the personal jurisdiction of such courts and waives any objection that such courts are an inconvenient forum.

    • IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their respective names by their duly authorized representative as of the Effective Date.

      BROKER

      Long Haul Logistics LLC
      P.O. Box 133353
      Spring, TX 77393

      Carrier

    • After Hours/Emergency Contact

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