PROVIDER CONTACT INFORMATION

SERVICE PROVIDER AGREEMENT

Local Motion MN, LLC.

LOCAL MOTION, LLC, d.b.a. Local Motion and On-Demand Storage (“the Carrier”) agrees to provide job-specific orders or work tickets (“shipments”) to the signer of this Agreement (“the Provider”) and make accessible resources to support the shipments to the Provider under the rules of this Agreement and tariff US DOT 4029622. The Carrier and the Provider may hereinafter be called a “Party” individually and collectively the “Parties.”
The Provider is required to read the Service Provider Agreement, sign and submit, agreeing to all terms and conditions of this Agreement.

ALL PARTIES AGREE AS FOLLOWS: All Parties that sign this Agreement acknowledge and will abide by the terms of it. They understand that this contract, in its entirety, is subject to change when the Parties give the notification, and when they provide written notice that such changes are necessary within one (1) week.

The Provider is engaged in providing packing, loading, unloading, and other services related to moving services for residential and commercial Shippers (“Shipper”); and

WHEREAS the Carrier is engaged in providing qualified personnel via a network of the Providers to provide labor for the packing, loading, and unloading of storage containers, trucks, vehicles or other modes of storage and transportation, for various Shippers; and

WHEREAS the Carrier desires to retain the Provider to render services under the terms outlined in this Agreement and the Provider wishes to accept such engagement on the terms and conditions set forth herein.

In consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows:

TERM OF AGREEMENT. This Agreement shall commence on the date of execution and shall be in effect for one full calendar year. After reaching the anniversary date, this contract will auto-renew with the same terms described, unless a modification or termination has been provided, and agreed to, in writing by the Carrier. The language of this Agreement can change at any time after written notice of change sent by the Carrier is received by the Provider within forty-eight (48) hours after said change.

TERMINATION FOR CAUSE. Each Party shall have the right to terminate this Agreement at any time, effective upon written notice to the other Party. If either Party fails to perform any of its obligations under this Agreement, written notification of the failure is obligatory for that Party, who then must respond within seven (7) days, addressing any allegations. Any Party failing to return within seven (7) days will have no right to cure under this section.

The Carrier may terminate this Agreement immediately if the Provider fails to comply with any shipment between the Carrier and the Provider for any individual service to be provided by the Provider for a Shipper. If a cure right for the default exists under the Shipment and the Provider does not cure within the period set forth, the Carrier may also terminate this Agreement.

EFFECT OF TERMINATION SURVIVABILITY. If this Agreement terminates, the Carrier must pay the Provider for any performed services through the date of termination, per the Shipment payment provisions. The balance due will adjust with any damages suffered by the Carrier or breaches of this Agreement by the Provider.

NON-INTERFERENCE; NON-COMPETITION; NON-SOLICITATION. On behalf of the Carrier during this Agreement’s term, and for two (2) years after the expiration or termination of this Agreement, the Provider shall not attempt to contract for services with any Shippers for whom the Provider rendered services.

(a) The Provider shall not attempt to contact, in any form, any Shipper for purposes other than what is necessary to perform the functions coordinated by the Carrier.

(b) During the Agreement’s term, and for two (2) years thereafter, the Provider shall not knowingly solicit any sales representative or any employee or officer of the Carrier or any of its affiliates.

The Provider has the following obligations under the terms of this Agreement to the Carrier and operates independently of the Carrier as its business entity and agrees to comply with all state and federal requirements as an independent business and agrees to follow all rules and regulations required as an independent business.

(a) SERVICES TO PERFORM. The Provider will provide packing, loading, unloading, and storage services as directed by the Carrier on behalf of Shippers; provided, however, that the services are within the scope of the Provider’s daily operations. The Carrier does not guarantee that the Provider will be the sole service the Provider contracted to provide services on any specific shipment or in any particular geographic area. The Provider shall be solely responsible for the work and activities of each of its Employees and shall cause each Employee to comply with the terms of this Agreement. The Provider shall be responsible for all payments due to its Employees.

(b) COMPLIANCE WITH APPLICABLE LAWS AND REQUIREMENTS.  The Provider warrants that it will ensure, at all times, that the Provider and its employees and subcontractors performing services hereunder train on the skills required to fulfill the assigned shipments to the Shipper by the Carrier. The Provider will also ensure that all Employees fully comply with all applicable laws and regulations regarding highway safety, vehicle inspection, vehicle maintenance, traffic, road, truck size-and-weight, hazardous materials transportation, environmental, health, cargo security, or other laws and regulations applicable to household goods transportation and provision of services to the public.

REPRESENTATIONS AND WARRANTIES OF PROVIDER. The Provider hereby represents and warrants to the Carrier that and that the Provider has full power and authority to enter into this Agreement and all other agreements, documents and instruments executed and delivered in connection herewith and to carry out their terms including without limitation performing the services contemplated hereunder; and the Provider has taken all action necessary to authorize the execution, delivery, and performance of this Agreement;

(a) ENFORCEABILITY OF THE AGREEMENT. This Agreement has been duly and validly executed and delivered by the Provider and is binding upon and enforceable against it per its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors and except as enforceability may limit by rules of law governing specific performance, injunctive relief or other equitable remedies;

(b) PERFORMING OBLIGATIONS TO THE SHIPPER AND CARRIER. The Provider shall, in performing its obligations under this Agreement, and otherwise providing services, comply at all times with all applicable laws and regulations of all local, state, or federal laws and regulations that apply to the services being provided and concerning the Provider’s Employees and business activities. Compliance shall include, but is not limited to, laws and regulations regarding: (i) any person’s race, color, religion, sex, familial or military status, ancestry or national origin; (ii) the privacy and handling of information, data, and trade secret protection, (iii) equal opportunity, fair employment, and other employment practices, including but not limited to immigration and work authorization laws and laws regarding use of minors; and (iv) pricing (including discounts), delivery, processing, manufacturing, packaging, and labeling of the services.

(c) CIVIL DUTIES AND COMPLIANCE. The Provider shall, in performing its obligations under this Agreement, obtain and maintain all licenses, governmental permits, and registrations necessary or desirable to permit the Provider to perform its obligations under this Agreement. These Civil Duties and Compliance’s include, without limitation, any licenses to do business, fictitious name registrations, sales tax permits, driving, hauling and storage permits, and fire clearances. The Provider shall promptly furnish the Carrier with certificates or other written evidence of compliance with the foregoing as the Carrier may reasonably require from time to time.

(d) ENFORCING CARRIER STANDARDS. The Provider represents and warrants that it has the necessary experience and expertise to perform the services to the highest quality in the industry. It further represents and warrants that the services shall be performed by individuals using the highest standards of honesty and integrity, and conduct. the Carrier has selected the Provider on the basis, among other things, that the Provider has the requisite knowledge and skills to provide services concerning intrastate shipments of household goods, and the Provider’s representation that it has the power and authority to perform the services contemplated under this Agreement.

(e) BACKGROUND CHECKS. The Provider agrees to pay for all costs associated with the Carrier obtaining full background checks on all the Provider Ownership and Provider Employees. the Provider will not dispatch non-background checked Employees on shipments. The Provider agrees that dispatching non-background checked Employees is gross negligence. Therefore any costs incurred for service failures on moves where non-background checked Employees participate will be borne exclusively by the Provider and a breach of this Agreement.

(f) STANDS AND QUALIFICATIONS. All services hereunder will be completed and performed by trained, experienced, and qualified Employees of the Provider. If the Provider lacks certain refined skills to perform services, the Carrier will agree to provide additional training at no additional charge to the Provider. The Provider agrees that the time to spend learning additional skills is non-billable time to the Carrier, and the Provider will cover their own cost to the Providers Employees for the Carrier training.

(g) CLAIMS AND SERVICE FAILURES. The Provider shall pay all claims for damage to any Customer’s goods while in the Provider’s control; and cover the cost of service failures as the result of the Providers’ negligence. The Carrier agrees to provide the claim and service failure records to Provider’s review before any deductions that will occur to the Providers’ compensation. The Provider has the right to dispute such claims and service failures. In the dispute resolution, the Provider must provide supporting documentation, photos, Shipper acknowledgment that supports the dispute of the claim and service failure. The Provider agrees that this supporting documentation collected will not be forcibly collected by the Shipper and that the Carrier must approve all collection of the supporting documentation if this supporting documentation is to be collected after the Shipment has completed.

(h) RATE ADJUSTMENTS. Both Parties agree that the Carrier has the right to adjust the rate of what is charged to the Shipper, and the Rate Adjustment will affect the compensation to both the Carrier and the Provider. Any and all Rate Adjustments will include, but not limited to, (i) rate increases and decrease to remain competitive during the seasonal shift of the moving industry, (ii) temporary promotions or incentives that may be applied to schedule Shippers, (iii) discounts given to both local and national accounts with current or future Service Agreements, (iv) immediate Rate Adjustments made at the cause of outside influences of the economy that are beyond the normal business seasonality of the industry, (v) variable rates that are used during weekly and day to day operations, (vi) any and all economic impact to the housing industry that may impact the Shippers decision to purchase services from the Carrier, (vii) all Rate Changes based on government mandates and regulatory changes that are beyond the controls of the normal economic cycle of the industry. Both Parties agree that the Carrier has the right to make immediate Rate Adjustments charged to the Shipper and that such Rate Adjustments will be made available for the Provider to review at the public tariff filed by the Carrier with the Department of Transportation. Parties agree Rate Adjustments made will affect the compensation of both Parties, and both Parties compensation is based on the total invoice amount to the Shipper.

The Provider must carry insurance and submit a Certificate of Insurance when applying with the Carrier. Certificates shall be evidence of the most recent AM Best rating of each insurer. Failure by the Provider to provide such Certification of Insurance does not constitute a waiver by the Carrier of these insurance requirements. The Certificate of Insurance issued must include the Carrier MN LLC, 8625 Monticello Lane North, Maple Grove, MN 55369, as an additional source with two other endorsements. Those endorsements are for subrogation and alternate employment with The Carrier.

(a) LOSS INSURED AND CERTIFICATE OF INSURANCE.Within ten (10) days after the effective date of this Agreement and as the insurance Provider policies renew thereafter, the Provider shall deliver a copy of the insurance certificate to the Carrier as instructed for notices as outlined in this Agreement.

(b) WORKER’S COMPENSATION. The Provider must have Workers’ Compensation Coverage in the minimum amount of five hundred thousand dollars ($500,000.00) for all Employees utilized by the Provider in providing Shippers services. The insurance certificate must also include an endorsement for Waiver of Subrogation and an endorsement naming the Carrier as an alternate employer.

(c) CARGO CLAIMS LIABILITY. The Carrier will subrogate against the Provider for full payment of all validated Shipper claims arising from improper handling, improper loading/unloading, or the gross negligence or willful misconduct of its Employees. Subrogation may apply to monies owed to the Provider for services performed under this Agreement.

(d) INSURANCE DEDUCTIBLE. If an accident occurs that requires the filing of a claim, the Provider agrees to cover the cost of the Carrier insurance deductible, which is $1,000.00, per incident, per truck. The Provider must complete an accident report that will be supplied by the Carrier within 48 hours of the accident.

(e) LIMITATION OF LIABILITY. In no event will The Carrier’s aggregate liability arising from, relating to, or in connection with this Agreement exceed the sum of the amounts paid to the Provider under this Agreement during the month preceding the event giving rise to such liability.

EXCLUSION OF DAMAGES. In no event will the Carrier be liable to the Provider for any consequential, incidental, indirect, punitive, or special damages, without limitations to costs regarding lost profits, data, or goodwill arising out of, relating to, or connected with this Agreement. Coordination of Provider services won’t render, regardless of the cause, even if advised of the possibility of such damages occurring.

This Agreement requires the Carrier to manage any marketing of Local Motion, lead the management of all Shippers and their shipments, direct bookings of transfers, and assign deliveries to the qualified Providers. Additionally, the Carrier must oversee the closing and posting of shipments, give compensation to the Providers, and handle all of the Shipper service communications that are associated with each move.

The Carrier does not guarantee any shipments to the Provider, and the Provider agrees that the Carrier is not obligated to submit purchases consistently to the Provider. All Parties agree that the nature of the industry supplies seasonal shipments and that the Carrier shall perform to the best of its abilities to capture and book purchases for the Provider to deliver.

SHIPPER SERVICE AND CLAIMS MANAGEMENT. The Agreement requires that the Carrier handle all of the Shipper service communications that are associated with each move. As a further condition of the Agreement, the Carrier agrees to provide Shipper Service and Claims Management for the Provider if required as a result of one or more incidents that may arise from the services performed by the Provider. Shipper Services includes, but is not limited to, charge disputes, claim refunds, third party scheduling, payments, communications, Shipper communications, and managerial intervention when needed and escalated.

RESOLVING SHIPPER CLAIMS. If a refund or 3rd Party Vendor expertise is required to correct claims related to damage and applications, the Provider agrees to cover such Vendor costs and agrees to deduct all Vendor expenses and refunds from future payments to the Provider from the Carrier.

RESOLVING SERVICE INCIDENTS. If a refund or credit is required to correct Shipper service issues related to billing, scheduling, service complaints, etc. the Carrier and the Provider agree to work and communicate with both Shipper and the Provider to resolve the issues.

MAINTENANCE TO THIS AGREEMENT. The Carrier Agrees to maintain and to make the necessary modifications to the Provider Service Agreement as needed. The Provider consents to Carrier additions in this Agreement, which may adjust from time to time with notice to the Provider. The Carrier agrees to share such changes with the Provider within seven (7) days of such changes.

CIVIL DUTIES. The Provider further consents to the Carrier sharing the Provider information: (1) with any the Carrier affiliate, including, but not limited to, for purposes of collection or judgment execution; and (2) with any governmental body or law enforcement authority, whether confidential or otherwise, in its possession, if reasonably requested by a legislative body or (3) to exercise any remedy for default.

LONG DISTANCE SHIPMENTS. The Carrier will administrate shipments that require the Provider to travel longer distance into another state. The Carrier will cover these initial costs; these costs will include an allowance for a set amount of food, hotels, and travel permits required by the Provider to support the shipment. These costs will then be billed back to the Shipper of the accommodations to support the Long Distance Shipment. Both Parties agree that this allowance will then be shared based on the approved pricing table.

The Carrier shall manage payment collections by the Shipper and disburse these payments to the Provider based on the Compensation Scheduled agreed to by the Parties of this Agreement. All Parties shall conform to the terms under this Agreement:

(a) FLAT RATE FOR SERVICE RENDERED. The Carrier will pay the Provider for services performed per rates provided in each job-specific shipment type for each service being provided by the Provider to a Shipper as coordinated by the Carrier. The prices contained in each Shipment shall adjust based on the time it takes to be handled as provided to the Carrier by each Shipper before any offered services. There shall be no downward adjustment to the rates set forth on the Shipment if there are items on the inventory that is no longer to be handled by the Provider. Upon the commencement of services, the Provider will complete a shipment at the Customer’s location, and Shipper will sign such Shipment upon completion of the services by the Provider. The Shipper shall make no payment directly to the Provider, with the Providers business or legal entity name, upon completion of scheduled services. The Carrier will collect payment from each Shipper, and the Carrier will pay the Provider for any completed shipments.

(b) FEES FOR ADDITIONAL SERVICES. If it becomes apparent that Shipper has items to be handled, which did not exist in the original shipment notes or inventory provided to the Carrier, or requires other additional services, additional payments (“Additional Payments”) to the Provider will apply, as applicable. The Provider will document any extra services on the suitable Shipment and pay the applicable Additional Payments to the Provider.

(c) PAYMENT DISPUTES BY THE SHIPPER. All Parties agree that any disputed payment shall deduct, with reason, from the amount of compensation to all Parties.

VEHICLES PROVIDED BY CARRIER. The Carrier will allow the Provider to use Truck (s) and Trailers (s), also known as “Vehicles,” as needed by the Provider to service shipments assigned by the Carrier. The Provider shall use the Vehicle for commercial use only for the movement of shipments that are business in nature and accredited by the Carrier for transport by the Provider.

VEHICLE OPERATIONS. Only qualified employees who are adequately trained, certified, with no serious driving violations, and approved by the Carrier with a license on file, will be authorized to operate a Carrier Vehicle. Authorized operators shall be limited to; persons 21 or more years of age and allowed to control the Vehicle as approved by the Carrier’s insurance carrier. The Provider will operate the Vehicle following all rules and regulations in the state in which it operates and transports the shipments. The Provider agrees to pay fines and penalties in connection with all parking, traffic, running, and moving violations relating to the Vehicle during the usage. If the Shipper agrees to compensate for violations that may occur, the Provider is still ultimately liable for the breach regardless of the collection of fees from the Shipper during transportation of the Shipment. Any classified in a reckless or abusive manner will be grounds for discontinuing the use of the Carriers Vehicle.

LIMITATIONS ON USE. During the usage and unless otherwise determined by The Carrier, the Provider shall have semi-exclusive possession, control, and use of the Vehicle. The Provider shall not use or permit the usage of the Vehicle in any of the following circumstances:

PERMITTED USE. The Provider shall use the Vehicle only for its intended purpose of transporting household goods and in compliance with all applicable laws, rules, and regulations. The Provider agrees to remain in possession of such Vehicle and not abandon the Vehicle at any time.

RESTRICTIONS. The Provider will not permit to carry persons other than Employees of the Provider, and with Employees only riding within the cab of the Vehicle. The Provider also agrees that no Employees will travel in the Vehicle without the use of seatbelts, and the Provider res within the booth, and all Employees will wear secure belts while going in the Vehicle. Any Employees are to be restricted when under the influence of intoxicants, hallucinatory drugs, or narcotics (12) in any race, test, contest, or film; (13) in any way defamatory to the Carrier; or (14) in an unlawful manner.

ITEMS PROHIBITED FOR TRANSPORTATION. For the carrying or hauling of Explosives or Other Dangerous Articles as defined by regulations promulgated by the U.S. Department of Transportation including but not limited to the transportation of “hazardous materials” as defined by rules promulgated by the United States Department of Transportation, gasoline or propane; the transportation of chemicals for medical or other purposes, transportation of livestock, passengers and any other restricted items outside the scope of a shipment.

TOWING OTHER VEHICLES. The Provider shall not tow boats, campers, trailers, or other similar equipment or to tow any other vehicle unless a coupling device is rented and installed by the Carrier and the Carrier approves of the tow.

BASIC EQUIPMENT PROVIDED. The company shall provide essential equipment to use with the Vehicle necessary to complete shipments.

PROVIDER EQUIPMENT. The Provider must supply their equipment to complete the disassembly and reassembly of items that require servicing on all shipments of the Shipper. The Provider and the Provider Employees must have the knowledge and skill to perform this requirement. The equipment that the Provider supplies to perform services on the shipments is the responsibility of the Provider and on and agrees that the Carrier, Employee of the Carrier, the Shipper, or any 3rdparty Vendor that may repair or maintain the Vehicle will not be responsible for any loss of the Providers equipment.

LOST EQUIPMENT. The Provider and its Employees are responsible for all equipment losses of the Carrier. The Carrier regards loss as theft, equipment left at the site of the Shipment, missing from a stored Vehicle, or equipment missing in any manner from the Carrier Vehicle. The Provider must either replace or pay for the lost equipment of similar make-up within twenty-four (24) hours of the discovery by the Carrier of such losses.

VEHICLE INSPECTION. The Provider shall complete a daily pre-trip, in route, post-trip, and final inspection of the Vehicle and equipment condition each day that the Provider is assigned a Vehicle. The Inspection of the Vehicle will include but is not limited to gages indicating the status of fuels and vital readings of the powertrain of the Vehicle, and any requirements that the Carrier deems necessary to provide the safe operation of the Vehicle and the shipments of the Shippers items. The Provider will acknowledge that they have examined the Vehicle and confirm that it is clean and in good condition. The Provider agrees to give a thorough inspection of the Truck using the Carrier truck inspection application and will immediately inform the Carrier of any parts of the Vehicle and equipment that are not within the normal operating conditions.

COST TO OPERATE VEHICLE. The Provider is responsible for all Fuel and Fuel additives, collectively known as “the Fuel,” required to operate the Vehicle, and that the Provider is required return the and agrees that Vehicle must be returned every day with these Fuels full and topped off so the Vehicle at the end of the day. The Provider agrees that Fuel’s cost is the sole burden of the Provider, and the Carrier will not be responsible for fueling the Vehicles or reimbursing for Fuel purchases. The Provider is responsible for inspecting the Fuel levels each day before using the Vehicle. It will notify the Carrier immediately if the Vehicle does not have the Fuel at the standards required to support the Shipment at the beginning of the day.

PARKING AND STORING THE VEHICLE. The Vehicle will stay at the Providers’ location while it’s not in use. When required, the Provider will park the Vehicle in the Vehicle assigned parking stall, and plugged into the outlets provided by the Carrier. At the request of the Provider, the Carrier will allow the storage of the Vehicle in a safe location and undertaken reasonable precautions to guard against any theft of, or vandalism or mischief to, the Vehicle during the predetermined usage. When the Vehicle is at the Provider location, the Provider agrees not to turn away any shipment that the Carrier will issue to the Provider and will return the Vehicle to the Carriers location if the Provider is not able to service a delivery assigned to the Provider.

RETURNING THE VEHICLE. The Provider agrees to return the Vehicle at the demand of the Carrier, regardless of any items that are being transported or not transported in the Vehicle.

REPORTING ACCIDENTS AND VIOLATIONS. The Provider agrees to inform the Carrier of any accidents, damage to the Vehicle, any accidents that may occur immediately after the incident occurs. If the Vehicle becomes incapacitated or cannot operate safely after the event occurs, the towing charge will be at the responsibility of the Provider. The Provider agrees to complete an accident report immediately upon returning to the Carriers location and provide copies of any citations received.

CONFIDENTIALITY. The Provider acknowledges that the terms of this Agreement and information relating to business, operations, and Employees of the Carrier, including all Shipper information, pricing and business plans concerning The Carrier’s business provided by the Carrier to the Provider in connection with this Agreement is the valuable property of The Carrier, also known as “Confidential Information.”

CONFIDENTIAL ENFORCEMENT. The Provider acknowledges the need to preserve the confidentiality and secrecy of the Confidential Information. Therefore, during this Agreement’s term and thereafter, the Provider shall not use or disclose any Confidential Information, except for permitted usage under this Agreement. The Provider shall take all necessary steps to ensure that any use and those acting on its behalf, including Employees, shall preserve the confidentiality and secrecy of the Confidential Information. The Provider and its Employees shall not disclose Confidential Information, except for what is necessary according to applicable law, regulation, or legal process. In such cases, the Provider shall promptly notify the Carrier of such request or requirement and furnish only that legally significant portion of the Confidential Information. The provisions and the obligations under this Section shall survive termination or expiration of this Agreement for two (2) years.

SYSTEM PROTECTION. The Provider warrants that its electronic and computer-based systems that hold Carrier information are free from defects including but not limited to worms, viruses, malformed, and other errors and prevent unauthorized system access and intrusion. In no event will the Provider, its employees, or anyone acting on its behalf disable or otherwise impair the functionality or performance of any electronic system owned or utilized by The Carrier.

INTELLECTUAL PROPERTY. The Provider acknowledges that the names, marks, logos, emblems, domain name addresses, trademarks, trade names, and service marks, collectively “Marks,” of the Carrier and its affiliates, are valid and licensed by the Carrier and its Employees and Affiliates. The Provider additionally shall have no right to use the Marks without the prior written consent of The Carrier.

RETENTION OF RECORDS; AUDIT RIGHTS. The Provider shall maintain complete records about its charges paid or payable by the Carrier under this Agreement, as well as records of services information for two (2) years. Upon reasonable advance notice, the Carrier shall have the right, through the use of an independent third party, to audit the Provider’s records about this paragraph during regular business hours and at such reasonable times as mutually agreed upon by the parties. Such audit(s) shall occur less than once a year, and the Carrier shall bear the cost of any examination (s). the Provider shall be obligated to prepare for and participate in any such audit as necessary at its own cost and expense. The Carrier shall also have the right to audit the Provider at any reasonable belief that the Provider is not in material compliance with the terms of this Agreement. In this event, the cost of the audit will be borne by the Provider if the Provider is not following this Agreement’s conditions.

GOVERNING LAW. Both this Agreement and the interparty relationship shall be governed exclusively by the laws of the State of Minnesota.

NO THIRD-PARTY BENEFICIARIES. This Agreement is for the sole benefit of the Parties and nothing herein expressed or implied shall give to any person, other than the Parties, any legal or equitable rights hereunder.

EXECUTION IN COUNTERPARTS; BINDING EFFECT. This Agreement may execute in multiple counterparts, each of which will be an original, but together, it will constitute the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other automated means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing a unique signature.

PROVIDER RELATIONSHIP. In performing the services described herein, the Provider and its Employees are and shall at all times be acting and performing as an independent business concerning The Carrier. This Agreement shall not create or imply any partnership, agency, or joint venture.

ENTIRE AGREEMENT; AMENDMENT. This Agreement and the other documents incorporated by reference herein represent the entire Agreement and understanding of the Parties regarding the transactions set forth herein. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements among the parties relating to the subject matter of this Agreement and all previous drafts of this Agreement. No amendment to any provision of this Agreement shall be effective unless in writing and signed by each Party.

WAIVER. The waiver by any Party of a provision breach of this Agreement will not operate as a waiver of any subsequent breach, whether or not similar.

SEVERABILITY. This Agreement will be deemed severable. Any invalidity or unenforceability will not affect this Agreement, or any other provision, hereof.

COMMUNICATIONS AND NOTICES. All notices required by this Agreement shall be written and delivered personally, or sent by certified mail, return receipt requested, or by Federal Express or similar overnight service, prepaid delivery, and shall be deemed to have been duly given upon receipt. Notices must be addressed to Parties as follows, or other address for a party as shall be hereafter specified:
Local Motion, 8625 Monticello Lane Maple Grove, MN 55369

ASSIGNMENT. The Provider shall not assign or transfer this Agreement, or any rights, obligations, claims, or proceeds from claims arising under it, without the prior written consent of The Carrier, and any attempted assignment without such consent shall be invalid.

HEADINGS. Any captions or headings contained in this Agreement are inserted only as a matter of convenience and in no way define, limit, or extend the scope or intent of this Agreement or any provision hereof.

JOINTLY DRAFTED. Both Parties will draft this Agreement, and it shall not construe against either Party when in the event of a dispute.

COUNTERPARTS. This Agreement may execute in multiple counterparts, all of which taken together shall constitute the same instrument.

INDEMNIFICATION. The Provider shall be solely responsible for and shall indemnify, defend and hold the Carrier, its affiliates, and their respective directors, officers, employees, representatives, and agents harmless from and against any damages, losses, claims, liabilities, demands, expenses and costs, including, without limitation, reasonable legal costs and the reasonable fees and expenses of counsel, in connection with, arising out of or resulting from or allegedly in connection with, arising out of or resulting from, the provision of services, including, without limitation:

(a) the provision of, or failure to provide, services by the Provider or its Employees;

(i) any acts or omissions resulting from the Provider’s Employees’ negligence or willful misconduct hereunder;

(ii) shipper claims arising from theft, misappropriation of property, property damage (real and personal), personal injury and death resulting from the negligent or willful acts or omissions of the Provider or its Employees;

(iii) any breach by the Provider of its covenants, representations, or warranties outlined in this Agreement or any shipment;

(iv) any allegation that the Carrier is the employer of the Provider’s employees or any other individual assisting in the performance of the Provider’s obligations under this Agreement, for purposes of taxation or workers’ compensation or any other purposes;

(v) any allegation that any of the Provider’s employees or any other individual assisting in the performance of the Provider’s obligations under this Agreement are entitled to employment-related benefits from the Carrier whether arising from or in connection with a demand, action, regulatory action, lawsuit, proceeding, judgment, settlement, appeal or other post-judgment proceeding and whether asserted in contract, tort, strict liability or otherwise;

(vi) except concerning statements expressly outlined in this Agreement, the Provider has not relied upon any representations, warranties, statements, guarantees, assurances, or other acts, events or communications, either expressed or implied by the Carrier or any of its officers, directors, employees, agents or representatives, regarding projected or expected sales volumes, revenues, costs, profits, growth rates, or income in connection with its decision to enter into this Agreement.

Acknowledge and Agree

By signing below, the Provider agrees to the Provider Service Agreement’s terms and conditions and understands that the Carrier agrees to commit resources to complete the Provider. Both parties are contractually obligated to complete the shipments as agreed.

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