Joyner — Independent Sales Agent Agreement

1. Purpose & Scope

This Independent Sales Agent Agreement ("Agreement") governs the relationship between Joyner Transportation & Logistic Services LLC ("Joyner," "we," "us," or "our") and individuals or business entities ("Agent," "you," or "your") who are approved to market and refer customers for Joyner's transportation, logistics, and technology products and services through the Joyner Independent Sales Agent Program. By executing this Agreement or completing Joyner's agent onboarding process, you agree to be bound by this Agreement and all incorporated program documents referenced in the Sales Agent Program overview page.

2. Appointment

Subject to the terms of this Agreement, Joyner appoints Agent as a non-exclusive independent sales agent authorized to market and refer prospective customers for the Joyner products and services listed in Agent's onboarding confirmation ("Authorized Products"). This appointment is non-exclusive — Joyner may appoint other agents in the same geographic areas and market segments, and Joyner's own sales team may continue to sell directly to any customer or prospect. Agent has no exclusive territory or exclusive customer rights unless expressly agreed in a separate written addendum signed by an authorized officer of Joyner.

3. Agent's Responsibilities

Agent agrees to:

• Market and promote Authorized Products to prospective business customers in a professional, accurate, and ethical manner consistent with Joyner's brand guidelines and the Code of Conduct
• Use only Joyner-approved marketing materials, pricing, and product descriptions — Agent may not create independent marketing materials that represent Joyner's products without prior written approval
• Submit qualified leads and referrals through Joyner's designated agent portal or CRM system
• Maintain accurate records of sales activities and customer interactions
• Promptly notify Joyner of any customer complaint, service issue, or competitor activity that may affect Joyner's business
• Complete all required training through Joyner University before marketing any Authorized Product
• Comply with all applicable laws governing sales, marketing, and solicitation activities in the jurisdictions where Agent operates
• Not make any representations, warranties, or commitments to customers on Joyner's behalf beyond what is expressly authorized in writing by Joyner

4. Joyner's Responsibilities

Joyner agrees to:

• Provide Agent with access to the agent portal, approved marketing materials, and product training through Joyner University
• Designate an agent support contact for questions, lead submission, and commission inquiries
• Review and respond to Agent-submitted leads within five (5) business days
• Pay commissions on qualifying sales in accordance with the Commission Structure Terms
• Provide Agent with access to a commission tracking dashboard showing submitted leads, deal status, and pending commissions

5. Lead Submission & Attribution

Agent must submit all prospective customer leads through Joyner's designated agent portal or CRM system to receive commission credit for resulting sales. Leads submitted through unauthorized channels (email, phone, or informal communication) may not receive commission attribution. Joyner will confirm lead receipt and registration within five (5) business days. Registered leads are protected for Agent for a period of ninety (90) days from registration — if the prospect does not convert within 90 days, the lead registration expires and the prospect is no longer attributed to Agent.

Where a prospect is submitted by multiple agents simultaneously or where a prospect has an existing relationship with Joyner's direct sales team, Joyner will determine commission attribution in its reasonable discretion and notify the involved agents of the decision.

6. Independent Contractor Status

AGENT IS AN INDEPENDENT CONTRACTOR AND IS NOT AN EMPLOYEE, PARTNER, JOINT VENTURER, OR AGENT OF JOYNER FOR ANY PURPOSE OTHER THAN THE LIMITED SALES AGENCY DESCRIBED IN THIS AGREEMENT. AGENT HAS NO AUTHORITY TO BIND JOYNER TO ANY CONTRACT, COMMITMENT, OR OBLIGATION, OR TO ACCEPT ORDERS, RECEIVE PAYMENTS, OR MAKE REPRESENTATIONS ON JOYNER'S BEHALF EXCEPT AS EXPRESSLY AUTHORIZED IN WRITING. JOYNER IS NOT RESPONSIBLE FOR AGENT'S BUSINESS EXPENSES, TAXES, INSURANCE, OR OTHER COSTS OF OPERATING AGENT'S INDEPENDENT BUSINESS.

7. Commissions

Agent earns commissions on qualifying sales of Authorized Products as described in the Commission Structure Terms. Commission rates, qualifying conditions, payment timelines, clawback provisions, and related terms are set forth in the Commission Structure Terms, which are incorporated into this Agreement by reference.

8. Confidentiality

Agent agrees to keep confidential all non-public Joyner information disclosed in connection with this Agreement, including pricing, customer lists, product roadmaps, commission structures, and sales strategies. Agent may not use Joyner's confidential information for any purpose other than performing Agent's obligations under this Agreement. Confidentiality obligations survive termination of this Agreement for two (2) years.

9. Intellectual Property

Joyner retains all right, title, and interest in its trademarks, service marks, logos, trade names, copyrights, and other intellectual property. Joyner grants Agent a limited, non-exclusive, non-transferable license to use Joyner's approved trademarks and marketing materials solely for the purpose of marketing Authorized Products during the term of this Agreement and in accordance with Joyner's brand guidelines. Agent may not use Joyner's intellectual property for any other purpose or create derivative works based on Joyner's brand without prior written consent.

10. Non-Solicitation

Agent's non-solicitation obligations are described in the Non-Solicitation Clause, which is incorporated into this Agreement by reference.

11. Representations & Warranties

Agent represents and warrants that:

• Agent has full legal authority to enter into this Agreement and perform its obligations hereunder
• Agent's execution and performance of this Agreement does not violate any other agreement to which Agent is a party, including any non-compete or non-solicitation agreement with a prior employer or client
• Agent will perform its obligations under this Agreement in compliance with all applicable laws and regulations
• All information Agent provides to Joyner and to prospective customers in connection with this Agreement is accurate and not misleading
• Agent does not have and will not develop any undisclosed conflict of interest that could affect Agent's performance under this Agreement

12. Term & Termination

This Agreement is effective upon Agent's completion of onboarding and continues on a month-to-month basis unless terminated by either party upon thirty (30) days' written notice. Joyner may immediately terminate this Agreement if Agent: materially breaches this Agreement or any incorporated program document; violates applicable law in connection with sales activities; makes misrepresentations to customers about Joyner's products; or engages in conduct that materially harms Joyner's reputation or customer relationships. Upon termination, Agent's right to use Joyner's intellectual property ceases immediately. Commissions on sales completed before the termination effective date will be paid in accordance with the Commission Structure Terms.

13. Limitation of Liability

JOYNER'S TOTAL LIABILITY TO AGENT FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO AGENT IN THE THREE (3) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL JOYNER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST COMMISSION OPPORTUNITIES OR LOST PROFITS.

14. Dispute Resolution & Governing Law

All disputes arising out of or relating to this Agreement are subject to the Joyner Arbitration & Dispute Resolution Policy, including the binding arbitration agreement and class action waiver. This Agreement is governed by the laws of the State of Georgia.

15. Contact

Sales Agent Program inquiries: agents@myjoyner.com | Joyner Transportation & Logistic Services LLC | Atlanta, Georgia.