This Non-Disclosure and Confidentiality Agreement (the "Agreement") is entered into and made effective as of the date of electronic submission (the "Effective Date"), by and between Streamlined Logistics Solutions LLC (hereinafter referred to as the "Broker"), and the entity submitting the onboarding form (hereinafter referred to as the "Client/Counterparty").

Broker and Client/Counterparty may collectively be referred to as the "Parties," or individually as a "Party."

1. Purpose

The Parties wish to explore a potential business relationship involving freight brokerage, logistics management, transport scheduling, and related supply chain services (the "Transaction").

In connection with the Transaction, the Parties may disclose to each other certain proprietary, commercial, financial, and operational information that is highly confidential.

2. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" shall include any and all non-public, proprietary information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, visually, in writing, or via digital forms/electronic data transfers.

Confidential Information explicitly includes, but is not limited to:

• Corporate & Financial Data: Tax IDs, banking details, and trade references.

• Operational & Supply Chain Data: Shipping lanes, volumes, and schedules.

• Commercial Data: Pricing models, rates, and margins.

• Technical Data: Systems processes, digital workflows, and technical specs.

3. Protection of Confidential Information

The Receiving Party agrees to maintain the strict confidentiality of all Confidential Information received from the Disclosing Party. Specifically, the Receiving Party covenants and agrees that it shall:

• No Third-Party Disclosure: Keep all information strictly confidential and prevent unauthorized exposure.

• Degree of Care: Exert at least a reasonable professional degree of care to protect the data.

• Restricted Internal Access: Limit access strictly to personnel who need to know for the Transaction.

• Authorized Use Only: Use the information solely to evaluate or execute the Transaction.

4. Permitted Disclosures & Regulatory Exceptions

The Receiving Party shall not be liable for disclosure if the information:

1. Was already in the public domain through no breach of this Agreement.

2. Was rightfully known to the Receiving Party prior to disclosure.

3. Was independently developed without reference to or reliance upon the Confidential Information.

4. Is disclosed under Legal or Regulatory Compulsion (including FMCSA/DOT oversight), provided that swift written notification is given to the Disclosing Party to allow them to seek a protective order.

5. Term and Survival

The obligations set forth in this Agreement shall remain in effect for three (3) years from the date of initial disclosure, or for as long as the information qualifies as a trade secret under applicable law, whichever is longer.

6. Return or Destruction of Data

Upon written request or termination of the business relationship, all Confidential Information must be safely destroyed or returned to the Disclosing Party.

Exception: Mandatory regulatory retention logs and routine, unindexed automated system back-ups are exempt from immediate destruction, but remain subject to strict confidentiality protection.

7. Remedies for Breach

The Parties acknowledge that any breach of this Agreement may cause irreparable harm.

Accordingly, the Disclosing Party shall be entitled to seek immediate injunctive relief and specific performance, in addition to any other legal or equitable remedies available under the law.

8. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina.

Any legal actions or proceedings arising out of this Agreement must be brought exclusively in the state or federal courts located in Cumberland County, North Carolina.

9. Entire Agreement & Electronic Signature

This document constitutes the entire agreement between the Parties regarding confidentiality.

Executed and rendered legally binding via electronic acknowledgment, checkbox consent, or digital signature provided during the online onboarding form submission process.

 

Name/Title: Franklin Harris Jr., Owner

This Agreement shall govern the services provided by , a licensed and authorized motor carrier pursuant to USDOT # & Docket No. MC# (hereinafter referred to as "Carrier"), and Streamlined Logistics Solutions LLC (hereinafter referred to as "Broker"), a licensed property broker pursuant to USDOT #8376169 & Docket No. MC# 83457298.

Broker and Carrier agree that notwithstanding other provisions, carriage documents, or regulations to the contrary, this Agreement shall govern Carrier's performance and obligations pertaining to transportation services for freight tendered to Carrier hereunder.

1. Status and Authority

1.1 Broker Status

Broker is a freight broker which arranges for third-party motor carriers to provide cargo transportation for its customers, in accordance with its role as legally defined under 49 U.S.C. § 13102 Definitions (2), 49 C.F.R. § 371.2, and 49 U.S.C. § 14501(c)(1).

1.2 Carrier Status, Rights, and Responsibility

• Independent Contractor: Carrier will perform its Transportation Services for Broker and its Customers as an independent contractor and will not for any purpose be the agent of Broker or Broker's Customers. Carrier has exclusive control and direction of the work performed pursuant to this Agreement. Carrier will not contract or take other action in Broker's name without Broker's prior written consent.

   

• Taxes & Payroll: Carrier agrees to assume full responsibility for the payment of all local, state, federal, and intra-provincial payroll taxes, and contributions or taxes for unemployment insurance, worker's compensation insurance, pensions, and other social security or related protection with respect to persons engaged by Carrier. Carrier shall indemnify, defend, and hold Broker and its Customer harmless therefrom.

   

• Tax Documentation: Carrier shall provide Broker with Carrier's Federal Tax ID number and a copy of Carrier's IRS Form W-9 prior to commencing any transportation or related services under this Agreement.

1.3 No Right to Lien or Delay Release of Cargo or Equipment

Carrier will not assert any lien or make any claim on any cargo or equipment, and no lien will attach against Broker, its Customers, or any cargo or equipment, for failure of Broker, the Customer, or any other third party to pay Carrier for charges due to Carrier.

1.4 Waiver of Rights

Carrier shall, notwithstanding any other terms of this Agreement, expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with this Agreement.

1.5 Sub-Contract Prohibition

• Freight tendered to Carrier by Broker shall be transported only on equipment operated under the authority of Carrier.

• Carrier shall not sub-contract, broker, or arrange for freight to be transported by a third party without prior written consent of Broker.

• Breach Penalty: If Carrier breaches this provision, Broker shall have the right to pay monies owed to Carrier directly to the delivering carrier. Carrier remains fully liable for obligations and consequential damages under this agreement.

1.6 Authorities and Licenses; Compliance with Laws

Carrier warrants that it is a fully qualified motor carrier holding all required federal and state operating authorities.

• Notification: Carrier must notify Broker immediately (within 24 hours) if its safety rating changes, or if Carrier is sold, merges, dissolves, or experiences a change in ownership control.

• Carrier will comply with all applicable federal, state, and local laws and regulations.

2. Booking Confirmation

Carrier shall transport shipments arranged by Broker pursuant to carrier load or Booking confirmation sheet(s) included herewith or subsequently incorporated by reference (See Schedule A annexed hereto).

3. Compensation

Broker shall pay Carrier for services rendered in an amount equal to the rates and accessorial charges agreed to on the Broker/Carrier Rate Confirmation Sheet or other signed writing.

• Payment Precondition: Carrier must submit proof of delivery with invoices to Broker.

• Payment Terms: Standard payment terms are thirty (30) days from receipt of necessary supporting documentation.

3.1 Payment of Invoices

Carrier agrees that Broker is the sole party responsible for payment of Carrier's invoices. Under no circumstances will Carrier seek payment from other parties, including the shipper or consignee.

4. Insurance Coverage

Carrier agrees to maintain insurance policies issued by an insurer with a Best's rating of "A-" VII or better, authorized to do business in the applicable state(s) or province(s). Carrier's insurance shall be primary over any other coverage. Carrier shall name Broker as a Certificate Holder prior to providing services.

Cancellation Notice: Carrier's insurance company must provide at least thirty (30) days prior written notice to Broker in the event of policy cancellation, change, or non-renewal.

Required Minimum Coverages:

1. Motor Truck Cargo Insurance: Full value of cargo under carriage (minimum limit US$100,000 per shipment; deductible no greater than US$10,000 per shipment). Must include en-route storage coverage.

2. Commercial Automobile Liability: Combined single limit of not less than US$1,000,000 per occurrence, without aggregate limits.

3. Commercial General Liability: Limit of not less than US$1,000,000 per occurrence.

4. Worker's Compensation & Employer's Liability: Statutory amounts for Worker's Comp; Employer's Liability limits not less than US$500,000 per occurrence (including applicable Canadian provincial WCB compliance where applicable).

5. Hazardous Materials (If applicable): Limits required under 49 C.F.R. § 387.7 and 387.9, including MCS-90 and Broadened Pollution Liability endorsements.

Policy Exclusions Prohibited:

Policies must not contain exclusions or restrictions regarding unattended equipment/cargo, unscheduled equipment/drivers, fraud/infidelity, tarp warranties, wetness/dampness, geographical location within the US, unattached trailers, or operating radius limitations.

5. Perishable Cargo Provisions

Carrier will verify that equipment is suitable for food, dairy, milk, and perishable transport, maintaining compliance with all sanitary regulations and procedures (Exhibits A, B, C & D).

• Refrigeration/Heating Unit Maintenance: Inspected at least once per month by Carrier or service rep. Records must be retained for at least 1 year and provided upon request.

• Data Loggers & Fuel: Functional temperature data loggers must be maintained. Carrier must maintain adequate fuel levels and assumes full liability for claims resulting from fuel failure.

• Equipment Inspection: Carrier must inspect empty equipment prior to loading. If equipment is not clean, dry, odor-free, leakproof, and disinfected, Carrier must reject it and inform Broker within 60 minutes.

• Milk & Dairy Transport: Pasteurized milk/dairy products must be maintained at 7°C (45°F) or less. Tank cars/trucks used for milk shall not transport toxic or harmful substances.

• Emissions Compliance: Carrier will maintain compliance with California TRU Regulations (13 CCR § 2477) where applicable.

6. Shipping Documents

Carrier shall be named on the bill of lading strictly as the "Carrier of Record."

7. Indemnification

CARRIER WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS BROKER, ITS AFFILIATES, AND ITS CUSTOMERS FROM ANY AND ALL LOSSES ARISING OUT OF OR IN CONNECTION WITH THE TRANSPORTATION SERVICES, EQUIPMENT USE, CARGO HANDLING, OR BREACH OF CONTRACT.

• Scope: Carrier’s obligation to indemnify and defend applies to the maximum extent permitted by law and is not affected by alleged negligence or willful misconduct of Broker or Customers.

• Definition of "Losses": Includes liabilities, personal injury, bodily injury, property damage, cargo loss/theft, penalties, cleanup/remediation of environmental spills, and reasonable attorneys' fees and defense costs.

8. Cargo Liability

Carrier assumes full liability for the greater of replacement cost, Shipper's commercial invoice, or market value for loss, damage, or destruction of goods.

• Broker Seals: Deliveries with broken seals shall be rejected and declared a total loss for which Carrier is held responsible.

• Claim Resolution: If claims are not resolved within 90 days, Broker reserves the right to deduct the Customer's full actual loss from amounts owed to Carrier.

• Payment Terms for Claims: Carrier will settle claim payments within 30 days of receiving the invoice and supporting documentation.

8.1 Salvage Claims

Carrier waives all rights of salvage or resale. Damaged goods shall not be sold in secondary markets, salvage outlets, or employee stores. If damaged goods are returned and salvaged by Customer, Carrier will receive credit for the actual salvage value.

9. Governing Law, Jurisdiction & Safety Rating

• Governing Law: This Contract shall be construed under the laws of the State of California (to the extent not preempted by federal law).

• Jurisdiction: Parties submit to the exclusive jurisdiction of state or federal courts located in California. Both parties waive all rights to a jury trial.

• Safety Rating: Carrier must maintain a satisfactory U.S. DOT Safety Rating. Carrier is strictly prohibited from performing services if its safety rating falls to "unsatisfactory."

10. Confidentiality & Non-Solicitation

10.1 Confidentiality

Carrier agrees to hold all proprietary business information (rates, customer details, traffic volumes, business practices) in confidence during the term of this contract and for 12 months following its termination.

10.2 Non-Solicitation of Customers

During the term of this Contract and for 9 months after termination, Carrier will not directly or indirectly solicit or provide transportation services to any Customer first made known to Carrier through Broker.

• Violation Penalty: Carrier shall pay Broker a commission of 10% of total charges (up to US$200 per shipment) for any transportation services provided in violation of this clause.

11. Savings Clause

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will continue in full force and effect, with the invalid term modified or stricken only to the extent necessary to comply with law.

12. Term and Termination

• Term: This Agreement shall be effective for one (1) year and automatically renews unless canceled.

• Termination: Either party may terminate this Agreement by giving fifteen (15) days written notice.

ACKNOWLEDGMENT & EXECUTION

By signature below, CARRIER represents that it has the authority and capability to enter into legally binding contracts and agrees to be bound by the terms and conditions of this Agreement effective immediately.

BROKER: Streamlined Logistics Solutions, LLC

 

Name/Title: Franklin Harris Jr., Owner