Independent Contractor Agreement (Page 3 of 16) in pdf

2.2

Payment by Contractor shall be deemed accurate and complete unless disputed by

Subcontractor within thirty (30) days of payment. To dispute a payment, Subcontractor must provide

written notice of the dispute to Contractor, with the notice specifying the reason for the challenge. In

the absence of such timely written notice, Subcontractor’s right to dispute the payment shall be waived

and the payment shall become final.

2.3

If Contractor fails to remit payment to Subcontractor in a timely and accurate manner,

Subcontractor shall have the right to seek proper payment through any legal means contemplated by

this Agreement. However, to bring a claim for improper or incomplete payment under this Agreement,

Contractor must first satisfy the notice requirement contained herein.

2.4

If, after payment is made, Contractor discovers that Subcontractor failed to submit all

documentation required by the shipper, or submitted incomplete or inaccurate shipping

documentation, Contractor shall have the right to recover the amount of the improperly invoiced

delivery fee from any amounts owed to Subcontractor. To recover an improperly invoiced payment,

Contractor must notify Subcontractor of the error within thirty (30) calendar days of the date on which

the payment was made. If notice of the error is not made within the thirty (30) day period, it shall be

deemed waived.

NON ‐ EXCLUSIVE ARRANGEMENT

3.1

The parties recognize that both Contractor and Subcontractor are, or may be, engaged

in similar delivery service arrangements with other entities. Nothing in this Agreement shall preclude

Subcontractor from doing business with other transportation providers (including competitors) or from

performing services directly for Subcontractor’s own customers. Absent any legal restriction,

Subcontractor shall have the right to perform delivery services for other companies, entities and

customers at the same time as Subcontractor performs the services covered by this Agreement.

Subcontractor agrees, however, to abide by all laws prohibiting the commingling of packages from

different indirect air carriers, or other similarly regulated carriers.

3.2

Subcontractor shall not, however, during the term of this Agreement, divert or attempt

to divert any delivery order offered by Contractor or Contractor’s customer to a competitive carrier or

directly to Subcontractor itself.

SUBCONTRACTOR’S EQUIPMENT

4.1

Subcontractor warrants that it shall use the vehicle(s) described in the attached

Appendix A to perform the services covered by this Agreement. Subcontractor shall provide immediate

written notice to Contractor in the event it replaces the vehicle(s) described in Appendix A, or adds new

vehicles to its fleet. In the event it fails to do so, Subcontractor shall indemnify, defend and hold

harmless Contractor, its customer, and the shipper from any and all damages, liability, and expense,

including attorneys fees, or other cost to which Contractor, its customer, or the shipper is or are

subjected to or required to pay as a result of any vehicle not being included in Appendix A.

4.2

Subcontractor represents that the vehicles utilized to perform services under this

Agreement, which are listed in Appendix A, meet all industry and regulatory standards and shall be in

full working condition and properly licensed and registered to lawfully perform the contracted services.

To the extent that Subcontractor’s vehicles are regulated by the Federal Motor Carrier Safety

Regulations or the state equivalent, Subcontractor warrants that the regulated vehicles now meet, and

Independent Contractor Agreement Page 3

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