Joyner Brokerage — Broker-Carrier Agreement

1. Purpose & Scope

This Broker-Carrier Agreement ("Agreement") governs the relationship between Joyner Transportation & Logistic Services LLC ("Joyner," "Broker," "we," "us," or "our"), a licensed property freight broker holding FMCSA Broker Authority, and motor carriers ("Carrier," "you," or "your") who transport freight tendered by Joyner on behalf of its shipper clients. By accepting a load tender from Joyner, Carrier agrees to be bound by this Agreement and all incorporated documents referenced herein. This Agreement incorporates and is supplemented by the Commission & Payment Terms and the Liability & Claims Handling Policy.

2. Joyner's Broker Authority

Joyner operates as a licensed property freight broker under FMCSA Broker Authority. Joyner arranges for the transportation of freight on behalf of shippers but does not itself transport freight as a motor carrier under this Agreement. Each load is transported by Carrier under Carrier's own FMCSA motor carrier operating authority. Joyner's broker bond is maintained as required by 49 U.S.C. § 13906 and applicable FMCSA regulations.

3. Carrier Qualifications

To transport freight tendered by Joyner, Carrier must at all times maintain:

• Valid FMCSA motor carrier operating authority (MC number) in active status
• A USDOT number in good standing with a safety rating of Satisfactory or no rating (unrated) — carriers with an Unsatisfactory or Conditional safety rating are not eligible to haul Joyner loads
• Minimum primary auto liability insurance of $750,000 per occurrence (general freight) or $1,000,000 per occurrence (hazmat and certain commodities)
• Minimum cargo insurance of $100,000 per occurrence
• All required state operating permits for the lanes Carrier hauls
• An executed copy of this Agreement on file with Joyner before transporting any load

Carrier must immediately notify Joyner of any change in its operating authority status, safety rating, or insurance coverage. Joyner reserves the right to stop tendering loads to Carrier immediately upon discovering any lapse in required qualifications.

4. Load Tendering & Acceptance

Joyner tenders loads to Carrier by rate confirmation, electronic tender, or verbal agreement confirmed in writing. Upon accepting a load tender, Carrier agrees to:

• Transport the freight from the origin to the destination specified in the rate confirmation
• Pick up freight at the time and location specified in the rate confirmation
• Deliver freight to the consignee at the time and location specified in the rate confirmation
• Comply with all special instructions specified in the rate confirmation, including temperature requirements, appointment windows, and shipper/consignee protocols
• Provide check calls at the frequency specified in the rate confirmation
• Submit a signed proof of delivery (POD) to Joyner within 48 hours of delivery

5. Carrier's Obligations

Carrier is solely responsible for the safe and lawful transportation of all freight accepted under this Agreement. Carrier must:

• Transport freight in equipment that is clean, dry, odor-free, and appropriate for the commodity being transported
• Comply with all applicable FMCSA regulations, including hours of service, ELD requirements, driver qualification standards, and vehicle inspection and maintenance requirements
• Not re-broker, sub-contract, or double-broker any load without Joyner's prior written consent — double brokering is a material breach of this Agreement
• Not use a driver with a suspended or revoked CDL or a driver who has tested positive for controlled substances under DOT drug testing requirements
• Promptly notify Joyner of any load problem, including breakdown, accident, weather delay, appointment miss, or freight discrepancy
• Maintain all required insurance coverages and provide current certificates of insurance to Joyner upon request

6. Freight Claims

Carrier's liability for loss of or damage to freight is governed by the Carmack Amendment (49 U.S.C. § 14706) and the Liability & Claims Handling Policy. Carrier is liable to Joyner and to the shipper for the actual value of freight lost or damaged while in Carrier's care, custody, and control, subject to any released value or limitation agreed in the rate confirmation.

7. Payment

Joyner pays Carrier for completed loads in accordance with the Commission & Payment Terms. Standard payment terms are Net 30 from receipt of a complete invoice and signed POD. Quick pay options may be available at a fee as described in the Commission & Payment Terms.

8. Indemnification

Carrier agrees to indemnify, defend, and hold harmless Joyner and its shipper clients from and against all claims, liabilities, damages, losses, costs, and expenses (including attorneys' fees) arising from: (a) Carrier's transportation of freight under this Agreement; (b) Carrier's violation of applicable law or FMCSA regulations; (c) freight loss or damage caused by Carrier; (d) personal injury or property damage caused by Carrier's drivers or vehicles; or (e) Carrier's double brokering or unauthorized subcontracting.

9. Term & Termination

This Agreement continues in effect until terminated by either party upon thirty (30) days' written notice. Joyner may immediately terminate this Agreement if Carrier loses operating authority, allows insurance to lapse, receives an Unsatisfactory safety rating, double brokers a Joyner load, or materially breaches this Agreement. Termination does not affect obligations arising from loads accepted before termination.

10. 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 applicable federal transportation law and, to the extent state law applies, by the laws of the State of Georgia.

11. Contact

Brokerage inquiries: brokerage@myjoyner.com | Joyner Transportation & Logistic Services LLC | Atlanta, Georgia.