TRANSPORTATION AGREEMENT

This agreement (“Agreement”) is made as of the date below (“Effective Date”) by and between Proficient Auto, Inc. dba Proficient Auto Transport (“Broker”), a Florida corporation, and the Company listed above (“Carrier”).

RECITALS

Whereas, Proficient Auto, Inc. is a Federally Approved “Broker, arranging for transportation of freight (except household goods) by motor vehicle” DOT broker license MC-502865-B and

Whereas, Carrier in the business of transporting motor vehicles; and

Whereas, Broker desires to establish an agreement with Carrier for the transport of certain new motor vehicles (new motor vehicles defined as never having the title or registration transferred from a manufacturer, distributor, or dealer to an ultimate customer) on motor vehicle carriers; and

NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein and in consideration of the premises and promises set forth herein, and for the other valuable consideration, receipt and sufficiency of which the parties acknowledge, the parties agree as follows:

1. Definitions.

(a) "Car Carriers" shall mean any vehicles and equipment owned or leased and operated by Carrier and used in its normal business operations capable of the transport of motor vehicles.

(b) "Vehicle" shall mean a motor vehicle that Broker desires to be transported.

(c) "Value" shall mean the value of a Vehicle as determined by the shipper (OE manufacturer).

2. Term and Termination.

This agreement shall be on a "month to month" basis. Either party may terminate this Agreement without cause, at any time with thirty (30) days prior written notice to the other party, addressed to the persons/addresses in Section 12 of this agreement.

3. Duties of Carrier.

(a) Carrier represents and warrants that it is duly and legally qualified to provide the transportation services contemplated herein, and it does not have an "Unsatisfactory" safety rating from the Federal Motor Carrier Safety Administration. Carrier agrees to comply with all federal, state and local laws regarding the provisions of such services.

(b) Time is of essence. Carrier is required to fully comply with all Broker and Broker customer specific shipping policies as indicated in Schedule A of this agreement.

(c) Carrier will not solicit Broker’s customers. 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 customers of broker was first tendered to Carrier by Broker. All communication to the Broker’s customers will be by the Broker. Carrier to communicate directly and only to the Broker.

(d) Broker shall issue a loading Manifest/Delivery Receipt to Carrier for every shipment tendered. This document will contain, at a minimum (1) Shipper’s name and address (2) Consignee name and address, (3) unique vehicle identification number (VIN), (4) bay location where vehicle is located, (5) make, model and color of vehicle. Carrier must perform a visual inspection of each vehicle for any damages and immediately notify Broker of any exceptions. Carrier must verify that the VIN on the manifest matches the VIN on the car (windshield, etc.) as well as the VIN on the Maroney Label prior to moving the vehicle. Carrier must perform a visual inspection of each vehicle for any damages and notify Broker of any exceptions prior to moving the vehicle or accepting for shipment. All vehicles are assumed to be in good order and condition at the time shipment is tendered to Carrier unless otherwise noted on the Manifest by Broker.

(e) Upon delivery of each vehicle shipment made hereunder, Carrier shall obtain a receipt showing the kind and quality of the vehicle/vehicles delivered to the consignee of such shipment at the destination specified by Broker and Carrier shall cause such receipt to be signed by the consignee. Carrier shall notify Broker of any exception being made on the bill of lading, manifest or other receipt. The absence or loss of any receipt shall not relieve the Carrier of its obligations and responsibilities with respect to any shipment made hereunder.

(f) Carrier shall at its sole cost and expense pay all costs, fees, taxes and expenses incurred in connection with the ownership, lease, operation or maintenance of the Car Carriers and shall undertake all duties and obligations arising in connection with such ownership, operation and maintenance. Carrier will maintain the Equipment in good repair, mechanical condition and appearance: and utilize only competent, able and legally licensed personnel. Carrier shall have full control of such personnel and shall perform the services hereunder as an independent contractor.

(g) Carrier is to call Broker within 2 hours of pickup of vehicles and within 2 hours after delivery of vehicles providing to Broker the time of day pickup or delivery were performed. Any delivery exceptions must be called in to Broker immediately, indicating dealership, VIN, contact person at dealership and extent of damages or exceptions.

(h) Co-Brokering/Subcontract Prohibition. Carrier specifically agrees that all freight tendered to it by Broker shall be transported on equipment operated only under motor carrier operating authority of Carrier, and that Carrier shall not in any way subcontract, broker, co-broker or in any other form arrange for the vehicles to be transported by a third party. Carrier shall defend, indemnify and hold Broker and its customers harmless from any cost, loss, expense or damage, including attorney’s fees and court cost, arising out of or in any way related to any breach of this provision, including but not limited to cargo loss, or damage or delay.

4. Insurance.

Prior to commencing any operations on behalf of Broker, Carrier shall obtain and maintain at its own expense during the term of this Agreement the following insurance at the minimum limits set forth:

(a) Commercial General Liability Insurance including Bodily Injury, Property Damage Liability, Contractual Liability, and mobile equipment. Broker shall be named as additional insured.

Minimum Limit: $1,000,000 per occurrence.

(b) Truckers Liability or the equivalent specifying as covered automobiles: any automobiles, trucks, tractors, or trailers used in the business of the insured. Minimum Limit: $1,000,000 per accident combined for Bodily Injury and Property Damage.

(c) Motor Truck Cargo insurance covering the Broker assigned property. Carrier assumes liability for the vehicle/vehicles from pick up until delivery location representative signs the receipt form. Carrier shall fully insure Vehicles while being loaded, unloaded or otherwise in the custody of Carrier or its agents.

Minimum Limit: $350,000 per loss

(d) Waiver of Carrier’s Lien. Carrier shall not withhold any Vehicle Shipments of Brokers customers on account of any dispute as to prices or any alleged failure of Broker to pay charges incurred under this Agreement.

(e) The Extent and Classification of any damage occurring to a new motor vehicle while the motor vehicle is in Carrier custody shall be made by the shipper, i.e. Brokers Customer whom Carrier is picking up vehicles from on behalf of Broker. The shipper shall be the sole judge as to the damage category, including but not limited to Constructive Total Loss (CTL) or Diminished Value (DV).

(f) Carrier Agrees that they are financially responsible for any loss involving CTL or DV whether their insurance carrier provides coverage for these exposures or not and agrees to reimburse Broker for full valuation of a new motor vehicle as described above.

(g) In accordance with Brokers customer agreements, Carrier agrees that Broker has up to 9 months from the delivery date of damaged vehicles to formally file a claim for those damages or exceptions and with Carrier agreeing to settle said claim within 90 days of formal receipt of said claim.

(h) Workers’ Compensation and Employer’s Liability insurance complying with the acts of any state in which operations are to be performed and any federal law that may be applicable to operations performed on behalf of Broker.

Minimum Limit: The full state or federal statutory benefits for Worker’s Compensation Insurance and $1,000,000 for Employer’s Liability Insurance.

(i) A Current Certificate of the above insurance shall be provided to the Broker, (prior to any transactions between the Broker and Carrier) indicating the types of coverage and limits above and naming Proficient Auto Transport as additional insured. A current certificate of insurance will be provided within thirty (30) business days of any insurance policy renewal. The certificate will include a thirty (30) day notice of cancellation provision. The certificate will be mailed or faxed on to the Broker’s address listed below:

Proficient Auto Transport 10057 103rd Street Jacksonville, Florida 32210 Attn: Randy Beggs

5. Indemnification by Carrier

(a) Carrier shall indemnify and hold harmless Broker (and Broker’s respective customer) from and against any and all losses, liabilities, damages, costs, fines, expenses, deficiencies, taxes and reasonable fees and expenses of counsel and agents, including any costs incurred in enforcing this Agreement, that Broker may sustain, suffer or incur arising from:

(i.) Carrier’s failure or alleged failure to comply, in whole or in part, with any of its obligations hereunder;

(ii.) any loss of or damage to a Vehicle while being loaded onto, transported on or unloaded from a Car Carrier.

(iii.) any damage to any property of Broker caused by the maintenance or operation of any driver or Car Carrier; or

(iv.) any claim by any third party with respect to death, injury or property damage caused by the maintenance or operation of any driver or Car Carrier during the loading, transportation or unloading of Vehicles on or from a Car Carrier.

6. Freight Loss, Damage or Delay

Broker shall submit to Carrier written notice of any cargo claim, including loss or expense resulting from Carrier’s delay in providing service, within the period of time that the Broker is potentially liable to the Broker’s customer for processing valid claims, with the filing, processing and disposition of all cargo claims shall be governed by 49 C.F.R. & 1005 et seq. The parties agree that federal common Carrier laws of liability (i.e. Carmack Amendment liability) shall apply to all shipments being transported by Carrier under this agreement. In addition, however, Carrier shall be liable to Broker or Broker’s customers for any freight loss, damage or delay claim as specified in Brokers agreement with Brokers customers regarding damage claims, classification, severity, loss determination and amount of claim determination.

7. Carrier is required to fully comply with all customer specific shipping and damage policies as provided by Proficient Auto Transport. Specific contractual language as it relates to claims between Broker and Brokers Customer will be provided to Carrier by customer upon request.

8. Accidents.

If any accident occurs, claim is made or action is commenced for death, personal injury or property damage resulting from the maintenance or operation of any driver or Car Carrier while such driver or Car Carrier is transporting Vehicles or engaged in other business involving the Vehicles, Carrier promptly shall:

(a) Notify Broker thereof;

(b) Furnish to Broker on request a report of such accident; and

(c) Forward to Broker a copy of every demand, notice, summons or other process received in connection therewith. Information on minor damages shall be provided upon written request by Broker.

9. Payment by Broker.

Carrier will charge and Broker will pay for Transportation services performed under this Agreement rates and charges as shown on the Rate Confirmation Order and any written supplements or revisions thereto signed and agreed to by CARRIER and BROKER. CARRIER shall bill BROKER within thirty (30) days of delivery of the shipment. Payment by BROKER will be made to CARRIER no later than 30 days from the first Friday following receipt of an accurate invoice and signed delivery receipts, provided CARRIER has given BROKER the necessary billing documents enabling BROKER to ascertain that service has been provided at the agreed upon charge. In the event service is provided and is subsequently discovered that there was no applicable rate in the existing schedule of rates or supplements, the parties agree that the rate paid by the BROKER and collected by the CARRIER shall be the agreed contract rate. BROKER shall not be liable for any transportation charges for which BROKER did not have primary responsibility for payment under the circumstances surrounding the involved shipment. CARRIER agrees that BROKER is solely liable for all freight charges related to the transportation services provided herein and, as such, CARRIER agrees to refrain from all collection efforts against shipper, receiver, consignor, consignee or BROKER’S customers. Under no circumstances is the Carrier to hold a vehicle/shipment as ransom or collateral for payment or dispute resolution. BROKER may deduct from any payment any amount CARRIER is indebted to BROKER, including freight loss, damage, delay of claims, and loss of sale.

10. Arbitration

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Any arbitration shall be conducted in Duval County, Florida. Any arbitration hereunder shall be governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and not by any state law concerning arbitration. Each party shall be responsible for its own attorney, expert, or other fees unless applicable law provides otherwise. This provision shall survive the termination and/or expiration of this Agreement.

11. Compliance

The parties agree that their performance under this Agreement shall comply with all applicable federal and state statutes.

If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative or administrative authority, or clearly in conflict with any public policy, the validity of the other provisions of this Agreement and of the entire Agreement shall not be affected thereby and the affected provision of this Agreement shall be modified only to the extent necessary to bring it within the applicable law.

12. Miscellaneous

(a) All notices with respect to this Agreement shall be personally delivered or sent by a recognized overnight carrier or by registered mail, return receipt requested, to the following address:

If to Broker to:

Attn: Proficient Auto Transport 10057 103rd Street
Jacksonville, Florida 32210
Attn: Randy Beggs

If to Carrier to the address listed above unless Carrier has notified Broker differently in writing.

(b) This Agreement may be modified only by a written amendment mutually agreed to in writing, signed by both parties.

(c) This Agreement shall be interpreted according to the laws of the State of Florida, without respect to its rules on conflict of laws.

(d) The parties hereto are independent contractors and nothing contained in this Agreement shall be construed to place them in the relationship of partners, principal and agent, employer/employee or joint venture. Both parties will retain and exercise exclusive direction and control over the management, properties and operation of their businesses.

(e) This Agreement and its Exhibits supersede all prior agreements between the parties and any prior Agreements between Carrier and Broker.

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