Motor Carrier Services Agreement

This Motor Carrier Services Agreement (“Agreement”) is effective _________, 20___ (the “Effective Date”) and is entered into by and between GoFor Industries Inc. (“Contractor”) and ________________________ (“Customer”). Contractor and Customer shall be referred to herein each as a “Party” and collectively, as the “Parties”. “Agreement”, as the term is used herein, refers to this Motor Carrier Services Agreement and all Addenda, attachments, schedules, exhibits and other documents executed by the Parties and referencing this Agreement, as in effect from to time.

Recitals

  1. Contractor is a for-hire motor carrier licensed by the Federal Motor Carrier Safety Administration (“FMCSA”), or by appropriate State agencies, engaged in the business of providing last mile transportation services as more fully set forth herein; and
  2. Customer desires to obtain transportation services from Contractor for goods tendered by or to Customer (“Goods”).  

Agreement

  1. Services Defined and Distinguished.
    1. This Agreement is intended as a master agreement covering services more fully defined in one or more Exhibits signed by the Parties (the “Services”), which such services will generally include transporting Goods for delivery to end users, retail sellers, etc.
    2. All Services are subject to Contractor’s Last Mile Terms and Conditions in effect as of the date Contractor agrees to render Services with respect to a specific consignment of Goods (the “Terms and Conditions”), a current copy of which are available to Customer upon request or at gofordelivers.com/legal. In the event of a conflict between the main body of this Agreement and the Terms and Conditions, this Agreement will control. References to this “Agreement” will include reference to the applicable Terms and Conditions.
  2. Term and Termination.
  1. This Agreement shall be for an initial term of twelve (12) months commencing on the Effective Date (the “Initial Term”) and will automatically renew for additional twelve-month terms (each a “Renewal Term”) until terminated in accordance with the provisions herein. Any reference in this Agreement to the “Term” shall mean the Initial Term as well as any Renewal Term.
  2. This Agreement may be terminated without cause by either Party upon ninety (90) days prior written notice to the other Party.
  3. Either Party may terminate this Agreement or any Addendum immediately provided that: (a) the other Party is in material breach of its obligations under this Agreement or any Addendum, (b) the terminating Party notifies such other Party in writing of the material breach, and (c) such other Party fails to cure the material breach to the reasonable satisfaction of the other Party within fifteen (15) calendar days after the receipt of such notice. Notwithstanding anything stated herein to the contrary, Contractor may terminate this Agreement immediately upon Customer’s failure to pay any sums that Customer is obligated to pay by any provision of this Agreement or any Addendum when the same are due and such failure continues five (5) calendar days after notice from Contractor to Customer; provided, however, Contractor may terminate this Agreement immediately upon written notice to Customer in the event written demand for payment under this Section had been provided to Customer on two (2) or more occasions in the proceeding twelve (12) month period.
  4. Either Party may terminate this Agreement immediately and without further obligation to the other Party (except for the obligations incurred or accruing prior to the termination date) upon written notice in the event the other Party: (a) becomes insolvent or makes a general assignment for the benefit of creditors, (b) files or has filed against it any petition under applicable bankruptcy, insolvency, reorganization or similar debtor relief law which is not dismissed or discharged within thirty (30) calendar days of such filing, or (c) requests or suffers the appointment of a trustee or receiver, or the entry of an attachment or execution as to a substantial part of its business or assets.
  5. Upon any expiration or termination of this Agreement, all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations and indemnity and defense obligations) shall survive expiration or termination.
  6. Termination of this Agreement shall result in termination of all Exhibits entered into pursuant to this Agreement.
  1. Notice. All notices required to be delivered hereunder shall be delivered via (a) overnight courier with tracking capabilities, (b) registered or certified mail, return receipt requested, or (c) electronic mail promptly followed by facsimile confirmation. Notices shall be addressed:
To Customer as follows:   _____________________________ _____________________________ _____________________________
Attn: _________________________
Facsimile: ___-___-____
Telephone: ___-____-____
E-mail:_______________________  		To Contractor as follows: 
GoFor Industries Inc. _____________________________ _____________________________
Attn: _________________________
Facsimile: ___-___-____
Telephone: ___-____-____
E-mail:_______________________  

or at such other address as shall have been provided by like notice to the sender of any such notice or other communication by the other Party. 

THE INDIVIDUAL SIGNING ON BEHALF OF CONTRACTOR WARRANTS AND REPRESENTS THAT HE/SHE/THEY IS/ARE AUTHORIZED TO BIND ALL ENTITIES INCLUDED IN THE DEFINITION OF CONTRACTOR THIS AGREEMENT.

Contractor:   GoFor Industries Inc.                                   Customer:

By:                                                                               By:                                                                  

Title:                                                                             Title:                                                                

Date:                                                                             Date:                                                    

exhibit

Pricing and Assumptions

This Exhibit is effective _________, 20___ (the “Effective Date”) and is entered into by and between GoFor Industries Inc. (“Contractor”) and ________________________ (“Customer”) pursuant to the Motor Carrier Services Agreement entered into by them having an effective date of _________, 20___ (“Agreement”). Terms defined in the agreement will have the same meaning when used in this Exhibit.

  1. General Description of Goods.
  2. Loading and Unloading.
  3. Rates and Charges.
    1. Basic Charges.
    2. Accessorial Charges.
      1. Tolls. Customer will reimburse Contractor for all tolls and similar charges incurred by Contractor in performing the Services.
      2. Detention.
      3. Equipment Ordered but not Used.
      4. Loading and Unloading.
      5. Stop-offs.
      6. Adult Signature Required.
    3. Mileage. Mileage will be determined by Contractor’s then-current mileage guide regardless of actual miles travelled. Mileage charges apply to all operations of the equipment in performing the Services, loaded or empty, and all miles operated for third parties as backhauls.
    4. Stops. Stop charges above apply to each stop for a pickup or delivery after the initial pickup at the point of origin of each shipment.

Contractor:   GoFor Industries Inc.                                   Customer:

By:                                                                               By:                                                                  

Title:                                                                             Title:                                                                

Date:                                                                             Date:                                                    

4881-2810-7280, v. 1