PARTIES:
The Dispatcher and the Carrier (collectively, the "Parties") hereby agree to the terms and conditions outlined in this Agreement:
1.1. Dispatching services: Dispatcher will provide administrative dispatch services to Carrier, including identifying available freight, communicating with brokers and shippers on Carrier's behalf, negotiating load terms subject to Carrier approval, coordinating load paperwork, and providing administrative support throughout the transportation process. Dispatcher will provide administrative support during its normal business hours.
1.2. Preferred Operating Area: Dispatcher will primarily seek freight in NY, NJ, PA and surrounding markets, including CT, MD, DE, OH and MA, based on Carrier's equipment, preferences, availability, and market conditions.
1.3. Tracking & Software Access: Carrier authorizes Dispatcher to access and manage Carrier's profiles and communications on broker, tracking, visibility, and other transportation platforms reasonably required for dispatch operations.
1.4. ELD and Location Information: Where authorized by Carrier, Dispatcher may access ELD, GPS, or navigation information solely for operational coordination, load tracking, and ETA communication. Carrier remains solely responsible for HOS compliance and driver safety.
1.5. Credentials: Carrier will provide the access reasonably necessary to perform the Services, preferably through authorized sub-accounts where available. Dispatcher will use such credentials only for authorized business purposes and is not responsible for account restrictions, audits, or security actions initiated by brokers or third-party platforms.
2.1. Active Operating Authority: Carrier represents and warrants that it maintains active operating authority, required registrations and permits, and insurance coverage required for its operations. Carrier will promptly notify Dispatcher of any suspension, cancellation, lapse, or material change affecting its authority or insurance.
2.2. Operational Control & Authority: The Carrier retains exclusive control over its equipment, drivers, and safety operations, including the final right to accept or reject any load. The Dispatcher acts as an administrative agent pursuant to Exhibit A (Limited Power of Attorney), executed concurrently as a required condition of this Agreement.
2.3. Equipment & Tracking: The Carrier must maintain equipment in safe, compliant condition and ensure drivers provide accurate specs and keep tracking apps active. The Dispatcher is not responsible for cancellations due to equipment mismatches or driver tracking failures.
2.4. Prohibition of Co-Brokering: The Carrier warrants that all booked loads will be transported exclusively on its own equipment under its active MC and USDOT numbers. Re-brokering, co-brokering, or subcontracting loads to third parties is strictly prohibited.
2.5. Operational Regulations: The Carrier will follow reasonable dispatch procedures communicated by Dispatcher, including timely load status updates and delivery documentation. Dispatcher is not responsible for claims, penalties, detention, layover, or other losses caused by Carrier's failure to provide required information or documentation.
3.1. Probationary Term: The first 28 calendar days constitute an Introductory Probation Period. During this period, either Party may terminate this Agreement by written notice via email, subject to payment of all outstanding service fees.
3.2. Right to Non-Renewal: Dispatcher may terminate or decline renewal if Carrier fails to maintain communication, repeatedly rejects reasonable loads, or violates safety requirements.
3.3. Automatic Termination upon Authority Suspension: This Agreement terminates immediately if Carrier's MC or USDOT authority becomes "Inactive," "Suspended," or "Revoked" in the official FMCSA database.
4.1. Service Fee Calculation: Carrier will pay Dispatcher a fee equal to 8% of Linehaul Revenue stated on the applicable Rate Confirmation. "Linehaul Revenue" excludes detention, layover, TONU, lumper reimbursements, fuel surcharge, toll reimbursements, and other accessorial or pass-through charges unless otherwise agreed in writing.
4.2. Document Submission: Dispatcher will submit or assist with submitting required load documents to the applicable broker or factoring company in a timely manner following delivery, subject to receiving the required documents from Carrier.
4.3. Factoring & Split-Pay (Primary Model): For factored loads, the Carrier authorizes its Factoring company to automatically deduct and remit the Dispatcher’s 8% fee upon load settlement, as detailed in Exhibit B (Factoring Split-Pay Instruction).
4.4. Broker QuickPay & Direct Settlement: For non-factored loads, the Carrier shall maintain a valid payment method on file (Card/ACH). The Dispatcher’s 8% fee shall be automatically charged upon payment clearance from the broker.
4.5. Direct Billing & Disputes: If fees or accessorials (such as TONU) are not processed via factoring, the Dispatcher shall issue a direct invoice. The Carrier has three (3) business days to submit written disputes. Undisputed amounts shall be settled promptly via the payment method on file.
4.6. Tax Documentation: The Carrier shall provide a valid Form W-9 (or equivalent) upon request for compliance and billing purposes.
5.1. Independent Contractor: Dispatcher is an independent contractor and not an employee, partner, joint venturer, or motor Carrier.
5.2. Carrier Responsibilities: Carrier is solely responsible for its drivers, equipment, cargo, HOS compliance, safety, fuel, maintenance, tolls, taxes, insurance, and other operating expenses.
5.3. Dispatcher Liability: Dispatcher is not responsible for cargo loss or damage, accidents, HOS violations, DOT violations, equipment failures, driver conduct, broker payment decisions, or operational costs, except to the extent directly caused by Dispatcher’s gross negligence, willful misconduct, fraud, or unauthorized acts.
5.4. Limitation of Liability: The Dispatcher acts solely as an administrative agent and shall not be held liable for any operational losses, cargo damage, or third-party claims arising from the Carrier’s transportation activities.
5.5. Mutual Cooperation & Hold Harmless: The Carrier remains solely responsible for its drivers, equipment, and compliance. The Carrier agrees to hold the Dispatcher harmless from any claims or liabilities directly resulting from the Carrier’s road operations or negligence.
6.1. Month-to-Month Renewal: Following the 28-day probationary period, this Agreement automatically renews on a continuous, month-to-month basis.
6.2. Standard Notice Period: Either party may terminate this Agreement after the probationary period by providing at least 7 calendar days' written notice via email. All payment obligations for loads booked before the termination date remain binding.
7.1. Confidentiality & IP: Both Parties shall protect confidential business information, including rates and broker contacts. All software, databases, and automated tools remain the Dispatcher’s property and may be used by Carrier only during this Agreement.
7.2. Non-Circumvention: Carrier shall not bypass Dispatcher by booking directly with brokers or shippers introduced by Dispatcher for six (6) months after termination. In case of breach, Carrier shall pay the applicable Dispatch Fee for each such load.
7.3. Entire Agreement: This Agreement and its Exhibits constitute the entire understanding between the parties and supersede all prior discussions or agreements.
7.4. Electronic Execution: This Agreement may be executed electronically. Electronic signatures have the same legal effect as handwritten signatures.
7.5. Notices: Notices under this Agreement shall be sent by email to the addresses designated below.
Dispatcher: info@loadsgo.com
Carrier: _________________
DISPATCHER: ___________________________ dba LoadsGo
By (Signature): ___________________ Name (Printed): ___________________ Date: ______________
CARRIER: ___________________________
By (Signature): ___________________ Name (Printed): ___________________ Date: ______________
Dated: ______________
Carrier __________________ (USDOT# _______________, MC# ________________) appoints LoadsGo as its attorney-in-fact for the following administrative actions:
Restrictions: The Dispatcher is strictly prohibited from altering the Carrier’s bank accounts, payment methods, or factoring payee data without the Carrier's prior written authorization. Payments must be directed solely to the Carrier or its designated Factor.
Validity: This power remains valid for the duration of the Dispatch Service Agreement and expires immediately upon its termination.
AUTHORIZED SIGNATURE:
Carrier Name: _________________________
By (Signature): __________________________
Name (Printed): _________________________
Date: __________________________________
Dated: ______________
Carrier: __________________ | USDOT#: _______________ | MC#: ________________
Factoring Co. (if applicable): ____________________________________
This Exhibit B constitutes a formal Letter of Instruction governing all load invoices assigned to or processed through a Factoring Company under the Dispatch Service Agreement.
The Carrier hereby explicitly instructs its Factoring Company to execute a split-payment arrangement for all load invoices submitted under the Carrier's account:
Payee Name: ____________________________________
Bank / Payment Service: ____________________________________
Routing Number (ABA): ____________________________________
Account Number: ____________________________________
This instruction remains valid for the duration of the Agreement and may only be modified or canceled upon official termination of the Agreement.
CARRIER AUTHORIZATION & SIGNATURE
The Carrier confirms authorization of this payment instruction and agrees that a copy of this document shall be delivered directly to the Factoring Company as formal proof of instruction.
Company Legal Name: __________________________________________________
Authorized Representative: ___________________________________________
Title: ________________________
Signature: __________________________________ Date: ___________________