Independent Contractor Agreement (Page 2 of 16) in pdf

but is not limited to, pickup (including loading) and delivery (including unloading), safe transport, and

timely submission of all properly completed documentation required by the shipper and/or its

customer.

1.3

Contractor shall have no right to, and shall not, control the manner or prescribe the

method Subcontractor uses to complete accepted delivery jobs. Subcontractor shall be solely

responsible for determining the most effective, efficient and safe manner to perform the services

relating to each job, including determining the manner of delivery and pickup and route selection.

1.4

At Subcontractor’s discretion, Subcontractor shall have the right to refuse any delivery

job offered by Contractor.Following acceptance, however, Subcontractor may not refuse to perform a

delivery unless expressly waived by both parties. Failure to provide promised services on accepted

delivery jobs shall constitute a material breach of this Agreement.

1.5

A delivery shall be deemed complete when: (1) the pickup and/or delivery has been

completed as specified by the shipper; (2) Subcontractor furnishes to Contractor and/or Contractor’s

customer all data and/or paperwork required by the shipper; and (3) Subcontractor renders an accurate

and complete invoice to Contractor for the service. To be complete, such invoice shall include all related

bills of lading, proof of delivery and other shipping documentation (hereafter “shipping

documentation”). If mutually agreed upon by the parties, Subcontractor’s submission of the shipping

documentation may serve as Subcontractor’s invoice for the services performed.

1.6

Should Subcontractor fail to complete the contracted services in accordance with the

terms specified by the shipper, Subcontractor shall forfeit all or a portion of the fee relating to that

delivery. Any reduction in the delivery fee shall be based upon proof provided by the shipper, recipient,

Contractor, Subcontractor and any other party with information relevant to the dispute. Based on the

information made available, Contractor shall make the initial determination as to whether a service

failure occurred and, if so, the extent to which the failure was caused by Subcontractor. If

Subcontractor was responsible for the service failure, and the shipper fails or refuses to pay the delivery

fee, Subcontractor shall forfeit the entire delivery fee owed. If Subcontractor was responsible for the

service failure and the shipper pays only a portion of the delivery fee, the unpaid portion of the fee shall

be reduced from the amount owed to Subcontractor. If both Contractor and Subcontractor are

responsible for the service failure, the fee paid by the shipper (whether it be the complete amount or

only partial payment) shall be split between Contractor and Subcontractor based on their relative

percentage of fault.

1.7

If, under this Agreement, Subcontractor elects to perform delivery services on a

regular basis, such as providing daily delivery service for a particular geographic area, Subcontractor

shall be responsible for performing the services even during periods when Subcontractor is personally

unavailable. In such instances, it shall be Subcontractor’s responsibility to arrange for the services to be

performed by Subcontractor’s employee, agent or subcontractor. Failure to make coverage

arrangements shall constitute a material breach of this Agreement (unless excused by mutual

agreement).

PAYMENT OF DELIVERY FEES

2.1

Contractor shall pay Subcontractor for all services properly completed and invoiced

within __________________days of Contractor’s receipt of Subcontractor’s invoice.

Independent Contractor Agreement Page 2

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