Flanker Logistics Home

Terms and conditions

Shipper–Broker Transportation Agreement of Flanker Logistics Solutions, LLC · Revision 2026-10. These terms apply to every shipment Flanker arranges; air shipments are additionally subject to the air freight terms and conditions.

This Shipper–Broker Transportation Agreement (together with the Customer Application, the “Agreement”) is entered into by and between FLANKER LOGISTICS SOLUTIONS, LLC, a Florida limited liability company located at 800 SE 4th Ave., Suite 702, Hallandale Beach, FL 33009 (hereinafter referred to as “BROKER”), and the customer identified in the Customer Application section of this document (hereinafter referred to as “SHIPPER”), effective as of the date of SHIPPER’s execution of the Customer Application (the “Effective Date”). The Customer Application and these Terms and Conditions together constitute a single, integrated agreement.

I. RECITALS

1. BROKER is a Federal Motor Carrier Safety Administration (“FMCSA”) registered broker holding License No. MC 01583328, a copy of which is incorporated herein by this reference.

2. SHIPPER, to satisfy some of its transportation needs, desires to utilize the services of BROKER to arrange for transportation.

II. AGREEMENT

1. TERM

Subject to Paragraph 16, the term of this Agreement shall be one (1) year, commencing on the Effective Date, and shall automatically renew for successive one (1) year periods; provided, however, that either PARTY may terminate this Agreement on thirty (30) days written notice to the other PARTY, with or without cause, or as otherwise provided in this Agreement.

2. SERVICE

BROKER agrees to arrange for transportation of SHIPPER’s freight pursuant to the terms and conditions of this Agreement and in compliance in all material respects with all federal, state and local laws and regulations relating to the brokerage of the freight covered by this Agreement. BROKER’s responsibility under this Agreement shall be limited to arranging for, but not actually performing, transportation of SHIPPER’s freight. Shipments arranged by BROKER by air are additionally subject to BROKER’s Air Freight Terms & Conditions, and other non-ground modes may be subject to mode-specific terms provided or referenced at booking; such mode-specific terms control for those shipments to the extent of any conflict with this Agreement.

3. VOLUME

A. SHIPPER anticipates tendering a series of shipments to BROKER during the term of this Agreement for BROKER to arrange transportation for, but SHIPPER is not obligated to tender any minimum number of shipments to BROKER. SHIPPER is not restricted from tendering freight to other brokers, freight forwarders, third-party logistics providers, or directly to motor carriers. BROKER is not restricted from arranging transportation of freight for other parties.

B. SHIPPER shall be responsible to BROKER for timely and accurate delivery specifications and description of the cargo, including, but not limited to, dimensions, weight, and any special handling or security requirements.

4. FREIGHT CARRIAGE

BROKER warrants that it has entered into, or will enter into, bilateral written contracts with each Carrier it utilizes in the performance of this Agreement (the Broker-Carrier Contracts are referred to herein as “Carrier Contracts”). BROKER further warrants that those Carrier Contracts will comply with all applicable federal and state laws and regulations and shall include (but not be limited to) the substance of the following terms:

A. Carrier is in, and shall maintain compliance during the term of the Carrier Contract, with all applicable federal, state and local laws relating to the provision of its services including, but not limited to:

B. To the fullest extent allowed by law, Carrier shall agree to defend, indemnify and hold BROKER and SHIPPER harmless from any and all damages, claims or losses arising out of its performance of the Carrier Contract, including cargo loss and damage, theft, delay, damage to property, and personal injury or death; provided, however, that Carrier is not obligated to indemnify BROKER to the extent the claim is caused by BROKER’s negligence and is not obligated to indemnify SHIPPER to the extent the claim is caused by SHIPPER’s negligence.

C. Carrier shall agree that its liability for cargo loss or damage shall be determined by 49 USC §14706 (the Carmack Amendment). Exclusions or limitations in carrier’s insurance coverage shall not exonerate carrier from this liability. No limitation of Carrier’s liability under 49 USC § 14706 (c)(1)(A) or otherwise shall apply, unless BROKER first obtains the express written consent of SHIPPER.

D. Carrier shall agree to maintain at all times during the term of the Carrier Contract, insurance coverage with limits not less than the following:

E. BROKER and Carrier agree that BROKER is the sole party responsible for payment of Carrier’s charges. Failure of BROKER to collect payment from its customer shall not exonerate BROKER of its obligation to pay Carrier. BROKER agrees to pay Carrier’s undisputed invoice within 30 days of receipt of the signed bill of lading or proof of delivery, provided carrier is not in default under the terms of the Carrier Contract. If BROKER has not paid Carrier’s undisputed invoice as agreed, and Carrier has complied with the terms of the Carrier Contract, Carrier may seek payment from the SHIPPER or other party responsible for payment after giving BROKER twenty (20) days advance written notice, except that Carrier shall have no right to, and shall not, seek payment from SHIPPER or any other party responsible for payment if SHIPPER or such other party can prove payment to BROKER.

F. Carrier agrees that at no time during the term of the Carrier Contract with BROKER, shall it have an “Unsatisfactory” safety rating as determined by the Federal Motor Carrier Safety Administration (“FMCSA”), and that it has no knowledge of any threatened or pending interventions by FMCSA; if Carrier is assigned, or receives notice that it will be assigned, an “Unsatisfactory” safety rating, or that Carrier’s rating has changed from “Satisfactory” to “Conditional,” or if any future safety rating has otherwise been downgraded or assigned (i.e. an unrated carrier being assigned a rating) by the FMCSA, it shall immediately notify BROKER and shall not transport any freight pursuant to the Carrier Contract without BROKER’s prior written consent. The provisions of this paragraph are intended to include safety-rating designations that may replace those above, which are subject to change by FMCSA at any time.

G. Carrier shall agree that the terms and conditions of its Carrier Contract with BROKER shall apply on all shipments it handles for BROKER. Any tariff terms or provisions published by Carrier that are inconsistent with the Carrier Contract shall be subordinate to the terms of the Carrier Contract.

H. Pursuant to 49 USC § 14101(b), Carrier and BROKER shall expressly waive all rights and remedies under Title 49 U.S.C., Subtitle IV, Part B to the extent they conflict with the Carrier Contract.

I. Carrier will not re-broker, co-broker, assign, or interline any shipments without prior written consent of BROKER. If Carrier breaches this provision, BROKER shall have the right of paying the monies it owes Carrier directly to the delivering carrier in lieu of payments to the Carrier. Under no circumstance shall Carrier be released from any liability or obligation to BROKER or SHIPPER under the Carrier Contract or this Agreement.

Upon request, SHIPPER shall be provided with copies of BROKER’s standard form of Broker-Carrier Contract (aka “Carrier Contract”) and Load Confirmation document prior to executing this Agreement, has reviewed it, and hereby acknowledges that each document is acceptable to and approved by SHIPPER to be in compliance with this paragraph 4 and shall not be subject to any subsequent claim by SHIPPER that either or both violate this paragraph 4.

5. RECEIPTS AND BILLS OF LADING

If requested by SHIPPER, BROKER agrees to provide SHIPPER with proof of acceptance and delivery of shipments in the form of copies of a signed Bill of Lading or Proof of Delivery. SHIPPER’s, Carrier’s, or any other person’s or party’s insertion of BROKER’s name on the bill of lading shall be for SHIPPER’s, Carrier’s or other person’s or party’s convenience only and shall not change BROKER’s status as a property broker. The terms and conditions of any Bill of Lading or other freight documentation used by SHIPPER, BROKER, Carrier selected by BROKER, or any other person, will not supplement, alter, or modify the terms of this Agreement.

6. PAYMENTS

BROKER shall invoice SHIPPER for its services in accordance with the rates, charges and provisions mutually agreed to between the BROKER and SHIPPER whether orally, in writing, or implicit from the circumstances, including prior shipments the rates agreed or applied to historically. If rates are not confirmed in writing, such rates shall be considered “written,” and shall be binding, upon BROKER’s invoice to SHIPPER and SHIPPER’s payment or failure to deliver (fax or email acceptable) written objection within seven (7) days after the date of BROKER’S invoice. Unless otherwise agreed by the PARTIES in writing, payment terms are net thirty (30) days from the date of BROKER’s invoice. SHIPPER agrees to pay BROKER’s invoice within such period without deduction or setoff. Any amount not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), or the maximum rate permitted by applicable law, whichever is less, accruing from the due date until paid in full. BROKER shall apply payment to the amount due for the specified invoice, regardless whether there are earlier unpaid invoices. Payment of the freight charges to BROKER shall relieve SHIPPER, consignee or other responsible person or party of any liability to the Carrier for non-payment of its freight charges. BROKER shall indemnify SHIPPER from and against any claim for freight payment brought by Carrier against SHIPPER when SHIPPER has paid BROKER and BROKER has failed to pay Carrier. BROKER reserves the right to contract with a factoring company to receive payment from SHIPPER on behalf of BROKER; provided, however, that SHIPPER has the right to reject the factoring company’s terms and may instead elect to make the payments directly to the BROKER.

7. COLLECTIONS

If any invoice remains unpaid after its due date, BROKER reserves the right, in its sole discretion and at any time thereafter, to refer or assign any and all past-due invoices to a third-party collections agency or to an attorney for collection. BROKER shall have no obligation to notify, warn, or make demand upon SHIPPER prior to referring any past-due balance to collections. In the event any past-due balance is referred to collections, a collection fee equal to thirty percent (30%) of the total amount referred shall be added to, and become part of, the balance owed by SHIPPER, in addition to interest accrued under paragraph 6, to the extent permitted by applicable law. SHIPPER shall further be liable for all costs of collection, including court costs and reasonable attorneys’ fees, whether or not litigation is commenced. Nothing in this paragraph shall limit any other right or remedy available to BROKER at law or in equity.

8. CREDIT AND SUSPENSION OF SERVICE

BROKER may, at any time, request and SHIPPER shall provide reasonable credit information, and BROKER may obtain credit reports on SHIPPER. SHIPPER shall notify BROKER promptly in writing of any material adverse change in its financial condition. BROKER may, in its sole discretion, establish, reduce, or withdraw a credit limit for SHIPPER, require partial or full prepayment of freight charges, or require other security for payment. If SHIPPER exceeds its established credit limit, or if any invoice is past due, BROKER may, without liability and in addition to any other right or remedy, immediately suspend services, decline to tender additional shipments, and/or require prepayment as a condition of further service until the account is brought current. Suspension of services under this paragraph shall not constitute a breach of this Agreement by BROKER.

9. ACCESSORIAL CHARGES

SHIPPER shall be responsible for all accessorial or additional charges arising out of or relating to a shipment that are caused or requested by SHIPPER, the consignor, or the consignee, or that are otherwise not attributable to the fault of BROKER, including but not limited to detention, layover, truck-order-not-used (TONU), re-delivery, re-consignment, diversion, storage, lumper fees, driver assistance, loading and unloading, liftgate, limited access, residential pickup or delivery, and after-hours or weekend services. Such charges shall be invoiced at BROKER’s then-current rates or as otherwise agreed, shall be payable under the same terms as paragraph 6, and shall be valid whether invoiced with the original freight charges or separately after delivery.

10. WEIGHT, DIMENSIONS AND FREIGHT CLASSIFICATION

SHIPPER warrants the accuracy of all weights, dimensions, piece counts, freight classifications (including NMFC item numbers and classes), and freight descriptions furnished to BROKER. If a Carrier, weigh station, or inspection bureau determines through reweigh, re-dimensioning, or inspection that the actual weight, dimensions, density, or classification of a shipment differs from that furnished by SHIPPER, SHIPPER shall be responsible for all resulting adjustments to freight charges, together with any inspection, reweigh, or administrative fees assessed, all of which shall be invoiced to and paid by SHIPPER in accordance with paragraph 6.

11. PACKAGING; SHIPPER LOAD AND COUNT

SHIPPER shall be responsible for properly and adequately packaging, marking, labeling, palletizing, blocking, bracing, and securing all freight for transportation in accordance with applicable NMFC packaging requirements and good commercial practice. Where a shipment is loaded, counted, or sealed by SHIPPER or its agent (“Shipper Load and Count”), neither BROKER nor Carrier shall be liable for shortage, loss, or damage discovered upon delivery where the seal(s) remain intact and there is no evidence of Carrier mishandling, and any claim for loss or damage attributable to insufficient packaging, blocking, bracing, or loading shall be denied.

12. CLAIMS

A. Freight Loss and Damage Claims: Except as otherwise provided under this subparagraph 12.A., BROKER’s sole obligation in regard to claims for loss or damage shall be to assist SHIPPER in filing and processing claims with the motor carrier arranged by BROKER, if requested to do so by SHIPPER.

SHIPPER must file claims for cargo loss or damage with BROKER within ninety (90) days from the date of such loss, shortage or damage, which for purposes of this Agreement shall be the delivery date or, in the event of non-delivery, the scheduled delivery date. SHIPPER’s filing a claim with BROKER, and BROKER’s receipt of SHIPPER’s claim, shall be and is for convenience only since BROKER is not liable as a Carrier under 49 USC § 14906. SHIPPER has the right to file a claim directly with the Carrier rather than with BROKER.

Carriers utilized by BROKER shall agree in the Carrier Contract with BROKER to be liable for cargo loss or damage as outlined in paragraph 4.c above. The Carriers’ cargo liability for any one shipment shall not exceed $100,000; provided, however, that these limitations shall not apply if BROKER is notified by SHIPPER of the increased value prior to shipment pickup and with reasonable advance notice to allow BROKER and the Carrier to procure additional insurance coverage. It is understood and agreed that BROKER is not a Carrier and that BROKER shall not be liable under 49 USC § 14706 for loss, damage or delay in the transportation of SHIPPER’s property unless caused by BROKER’s negligent acts or omissions in the performance of this Agreement; and any such claim against BROKER by SHIPPER must be made within ninety (90) days from the date of the loss, shortage, or damage; and any civil action in a court of law must be commenced within one (1) year from the date the BROKER provides written notice to SHIPPER that all or any part of the claim is denied or disallowed.

BROKER’s duties with respect to the selection of Carriers are limited to verifying, prior to tendering a shipment, that the Carrier (i) holds valid and active operating authority issued by the FMCSA, (ii) has not been assigned an “Unsatisfactory” safety rating by the FMCSA, and (iii) maintains the minimum insurance coverage set forth in paragraph 4.D. SHIPPER agrees that BROKER’s compliance with the foregoing shall conclusively establish, as between SHIPPER and BROKER, that BROKER exercised reasonable care in the selection of the Carrier. To the fullest extent permitted by law, SHIPPER, for itself and its insurers and subrogees, waives and releases any and all claims or causes of action against BROKER arising out of or relating to the selection, hiring, retention, or supervision of any Carrier, including claims for negligent selection or negligent hiring, and any claim that BROKER is vicariously liable for the acts or omissions of any Carrier or its drivers, agents, or employees.

At all times during transportation, freight shall be in the exclusive care, custody, and control of the Carrier, and BROKER shall at no time take possession of, or exercise control over, SHIPPER’s freight. All claims for loss, damage, theft, or delay of cargo shall be brought against the Carrier. To the fullest extent permitted by law, BROKER’s total cumulative liability to SHIPPER arising out of or relating to any shipment, regardless of the theory of liability, shall not exceed the brokerage compensation earned by BROKER on that shipment.

In the event BROKER elects, in its sole and absolute discretion, to pay a claim for freight loss or damage made by SHIPPER even though BROKER has no contractual obligation to do so, upon such payment SHIPPER automatically assigns and transfers to BROKER, without further action required, all of SHIPPER’s rights and claims against any and all parties that may be liable for the loss or damage, including but not limited to the motor carrier arranged by BROKER to transport the shipment and the motor carrier that actually transported the shipment; provided, however, SHIPPER shall execute any written assignment or similar document if requested to do so by BROKER. Where BROKER elects to pay a claim and all rights thereto are assigned and transferred to BROKER pursuant to this paragraph, SHIPPER agrees to provide all documents and witnesses necessary for BROKER to prosecute the claim.

In no event shall BROKER or Carrier be liable to SHIPPER for special, incidental, or consequential damages that relate to loss, damage or delay to a shipment, unless SHIPPER informed BROKER in written or electronic form, prior to or when tendering a shipment or series of shipments to BROKER, of the potential nature, type and approximate amount of such damages, and BROKER specifically agrees in written or electronic form to accept responsibility for such damages prior to BROKER’s acceptance of the shipment and issuance of Load Confirmation to a Carrier. In no event shall BROKER or Carrier be liable for punitive or exemplary damages.

B. All Other Claims: BROKER and SHIPPER shall notify each other of all known material details within forty-five (45) days of receiving notice of any claims other than cargo loss or damage claims, and shall update each other promptly thereafter as more information becomes available. Civil action, if any, shall be commenced within one (1) year from the date either PARTY provides written notice to the other PARTY of such a claim.

13. SURETY BOND

BROKER shall maintain a surety bond or trust fund agreement as required by the FMCSA in no less than the minimum amount required by applicable law and regulation, and shall furnish SHIPPER with proof upon request.

14. HAZARDOUS MATERIALS

SHIPPER shall comply with all applicable laws and regulations relating to the transportation of hazardous materials as defined in 49 CFR §172.800, §173, and § 397 et seq. to the extent that any shipments constitute hazardous materials. SHIPPER is obligated to inform BROKER immediately if any such shipments constitute hazardous materials. SHIPPER shall defend, indemnify, and hold BROKER harmless from any penalties or liability of any kind, including reasonable attorney fees, arising out of SHIPPER’s failure to comply with applicable hazardous materials laws and regulations.

15. HOMELAND SECURITY

As applicable to each, respectively, BROKER and SHIPPER shall comply with state and federal Homeland Security related laws and regulations.

16. “CURE”/DEFAULT

A. Both parties will discuss any perceived deficiency in performance and will promptly endeavor to resolve all disputes in good faith. However, if either PARTY materially fails to perform its duties under this Agreement, the PARTY claiming default may terminate this Agreement on thirty (30) days prior written notice to the other PARTY. SHIPPER shall be responsible to pay BROKER for any services performed prior to the termination of this Agreement and for shipments scheduled and in transit but not yet completed and/or not yet invoiced to SHIPPER.

B. Default: The following actions, in addition to any other material breach described elsewhere in this Agreement, shall each constitute a material breach of this Agreement.

(1) Either PARTY files a voluntary petition under Chapter 7 or 11 of the U.S. Bankruptcy Code, or any equivalent state law; or such a petition is filed against the PARTY under federal or state law, which is not dismissed within sixty (60) days. (2) Any license required for BROKER to perform its obligations under this Agreement is revoked, canceled, suspended, or discontinued by operation of law or otherwise.

C. In the event of the occurrence of any breach(es) listed in this Section 16.B. above, the non-breaching PARTY may terminate this Agreement effective immediately upon written notice to the breaching PARTY.

17. INDEMNIFICATION

Except as provided in paragraph 18 and as otherwise provided in this paragraph 17, subject to the monetary insurance limits in and the coverages provided by the policies required in paragraph 4.D, BROKER and SHIPPER shall defend, indemnify, and hold each other harmless against any claims, actions or damages, including, but not limited to, cargo loss, damage, or delay, and payment of rates and/or accessorial charges to carriers, arising out of their respective performances under this Agreement, provided, however, the indemnified PARTY shall not offer settlement in any such claim without the agreement of the indemnifying PARTY which agreement shall not be unreasonably withheld. If the indemnified PARTY offers or agrees to a settlement for such a claim without the written agreement of the indemnifying PARTY, the indemnifying PARTY shall be relieved of its indemnification obligation. Neither PARTY shall be liable to the other PARTY for any claims, actions or damages to the extent due to the negligence of the other PARTY. Although paragraph 4.D only imposes those insurance requirements upon Carriers, for purpose of this paragraph 17, those amounts also shall limit the scope of SHIPPER’s indemnification obligations. The obligation to defend shall include all costs of defense as they accrue.

18. BROKER’S LIABILITY FOR USING CARRIER LACKING REQUIRED CARGO INSURANCE

If BROKER uses a Carrier without requiring the Carrier to maintain the cargo insurance coverage specified in paragraph 4.D., BROKER shall be liable to SHIPPER for cargo loss, damage and delay up to the limit of the cargo insurance that the Carrier was required to maintain under paragraph 4.D. BROKER shall be deemed to have required the Carrier to maintain the cargo insurance required under paragraph 4.D. if it holds a certificate of insurance issued by the Carrier’s cargo insurance provider, or obtains a report issued by a third party service provider (e.g. Carrier411 or Transcore DAT CarrierWatch), or can verify that it electronically checked the Carrier’s compliance on the FMCSA’s or the third party service provider’s website, within thirty (30) days prior to the date BROKER hired and issued the load confirmation to the Carrier with respect to a shipment, which certificate, report or verification confirms that the Carrier had in effect the required limits of cargo insurance.

19. ASSIGNMENT/MODIFICATIONS OF AGREEMENT

Neither PARTY may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other PARTY. No amendment or modification of the terms of this Agreement shall be binding unless in writing and signed by the PARTIES.

20. SEVERABILITY/SURVIVABILITY

In the event that the operation of any portion of this Agreement results in a violation of any law, or any provision is determined by a court of competent jurisdiction to be invalid or unenforceable, the PARTIES agree that such portion or provision shall be severable and that the remaining provisions of the Agreement shall continue in full force and effect. The representations and obligations of the PARTIES shall survive the termination of this Agreement for any reason.

21. INDEPENDENT CONTRACTOR

It is understood between BROKER and SHIPPER that BROKER is not an agent for the carrier or SHIPPER and shall remain at all times an independent contractor. SHIPPER does not exercise or retain any control or supervision over BROKER, its operations, employees, or carriers.

22. NONWAIVER

Failure of either PARTY to insist upon performance of any of the terms, conditions or provisions of this Agreement, or to exercise any right or privilege herein, or the waiver of any breach of any of the terms, conditions or provisions of this Agreement, shall not be construed as thereafter waiving any such terms, conditions, provisions, rights or privileges, but the same shall continue and remain in full force and effect as if no forbearance or waiver had occurred.

23. NOTICES

All notices and other communications under this Agreement must be in writing and will be deemed to have been given if delivered personally, sent by confirmed e-mail, sent by facsimile (with confirmation), mailed by certified mail with return receipt requested, or delivered by an overnight delivery service (with confirmation) to the PARTIES at the addresses, e-mail addresses, or facsimile numbers (or at such other address or number as a PARTY may designate by like notice to other PARTIES) set forth below.

24. FORCE MAJEURE

Neither PARTY shall be liable to the other for failure to perform any of its obligations under this Agreement during any time in which such performance is prevented by fire, flood, or other natural disaster, war, embargo, riot, civil disobedience, or the intervention of any government authority, or any other cause outside of the reasonable control of the SHIPPER or BROKER, provided that the PARTY so prevented uses its best efforts to perform under this Agreement and provided further, that such PARTY provide reasonable notice to the other PARTY of such inability to perform.

25. CHOICE OF LAW

All questions concerning the construction, interpretation, validity and enforceability of this Agreement, whether in a court of law or in arbitration, shall be governed by and construed and enforced in accordance with the laws of the State of Florida, without giving effect to any choice or conflict of law provision or rule that would cause the laws of any other jurisdiction to apply.

26. MUTUAL COOPERATION AND RESOLUTION OF DISPUTES

The PARTIES shall use reasonable commercial efforts to resolve by mutual agreement any and all disputes arising out of or relating to this Agreement and agree to follow the following procedure before resorting to litigation:

A. The respective Presidents (or other designated company official that has the power to settle a dispute without obtaining approval from others) of the PARTIES shall initially attempt to resolve any dispute in person or by telephone. If the PARTIES’ Presidents do not resolve the dispute within thirty (30) days of becoming aware of the dispute, the PARTIES shall refer the dispute to appropriate mediation, as described in paragraph B;

B. If the dispute is not resolved by the PARTIES’ respective Presidents, the PARTIES shall submit the dispute to a neutral mediator for mediation, which mediation shall be completed within thirty (30) days after the failure to resolve the dispute by the PARTIES’ Presidents, and the costs of the mediator and mediation shall be shared equally by the PARTIES;

C. Any resolution of the dispute shall be recorded in writing and signed by the PARTIES. The signed document(s) shall be deemed to form part of this Agreement;

D. The PARTIES shall use their best efforts and act under an obligation of good faith to resolve any dispute in a mutually satisfactory manner during the above dispute resolution process; and

E. If the matter is not resolved by the PARTIES’ respective Presidents or through mediation, either PARTY may pursue litigation, provided that such litigation must be brought in either the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida or, subject to jurisdictional requirements, in the United States District Court for the Southern District of Florida. In the event of litigation, the prevailing PARTY shall be entitled to recover attorney fees, including but not limited to any incurred on appeals.

F. Notwithstanding the foregoing, this paragraph 26 shall not apply to, or delay, (i) any action by BROKER to collect amounts due for services rendered, including the exercise of any right under paragraphs 6 through 8, or (ii) either PARTY’s right to seek injunctive or other equitable relief, each of which may be pursued at any time without prior negotiation or mediation.

27. WAIVER OF JURY TRIAL

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY,

VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LITIGATION

ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER.

28. CONFIDENTIALITY

Other than as required to comply with law or legal process requiring disclosure, the PARTIES agree to the following:

A. In addition to Confidential Information protected by law, statutory or otherwise, the PARTIES agree that all of their financial information and that of their customers, including but not limited to freight and brokerage rates, amounts received for brokerage services, amounts of freight charges collected, freight volume requirements, as well as personal customer information, customer shipping or other logistics requirements shared or learned between the PARTIES and their customers, shall be treated as Confidential, and shall not be disclosed or used for any reason without prior written consent.

B. In the event of violation of this Confidentiality paragraph, the PARTIES agree that the remedy at law, including monetary damages, may be inadequate and that the PARTIES shall be entitled, in addition to any other remedy they may have, to an injunction restraining the violating PARTY from further violation of this Agreement in which case the non-prevailing PARTY shall be liable for all costs and expenses incurred, including but not limited to reasonable attorney’s fees.

29. NON-CIRCUMVENTION

During the term of this Agreement and for twelve (12) months following its termination, SHIPPER shall not knowingly solicit, contract with, or tender freight directly to any Carrier first introduced to SHIPPER by BROKER, for lanes or traffic serviced by that Carrier on behalf of BROKER under this Agreement, where such introduction resulted from BROKER’s services. In the event of a violation of this paragraph, SHIPPER shall pay BROKER, as liquidated damages and not as a penalty, a commission equal to fifteen percent (15%) of the gross transportation charges on each shipment so tendered, and BROKER shall additionally be entitled to seek injunctive relief.

30. ENTIRE AGREEMENT

This Agreement, including all Appendices and Addenda, constitutes the entire agreement intended by and between the PARTIES and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements, and understandings, whether oral, written, expressed or implied, with respect to the subject matter hereof. The PARTIES further intend that this Agreement constitutes the complete and exclusive statement of its terms and that no extrinsic evidence may be introduced to reform this Agreement in any judicial or arbitration proceeding involving this Agreement.

31. WAIVER

Although BROKER is not a Carrier, the PARTIES nevertheless hereby waive, pursuant to 49 USC 14101 (b)(1), any and all provisions of Title 49, U.S. Code, Subtitle IV, Part B, to the extent they conflict with any provision of this Agreement.

32. ALTERATIONS

Any alteration, addition or erasure on this Agreement or a Rate Confirmation Sheet that is made without the special notation hereon by an authorized agent of BROKER shall be without effect and this Agreement shall be enforced according to its original tenor.

33. AMENDMENTS AND MODIFICATIONS

This Agreement cannot be modified, amended, limited or supplemented, except by mutual written agreement by SHIPPER and BROKER.

34. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, email (PDF), or through an electronic signature service shall be deemed original signatures and shall be binding for all purposes.

EXECUTION. This Agreement is executed by SHIPPER by its authorized signature on the Customer Application, and is accepted by BROKER upon BROKER’s written or electronic confirmation of acceptance or BROKER’s tender of the first shipment on SHIPPER’s behalf, whichever occurs first.

BROKER CONTACT AND NOTICE INFORMATION

Flanker Logistics Solutions, LLC Office: 800 SE 4th Ave., Suite 702, Hallandale Beach, FL 33009 Mailing Address for Notices: 613 W Hallandale Beach Blvd., Unit 1-344, Hallandale Beach, FL 33009 Email: info@flankerlogistics.com · Phone: +1 (561) 928-1937