Joyner DSP — Independent Contractor Agreement

1. Purpose & Scope

This Independent Contractor Agreement ("Agreement") establishes and governs the independent contractor relationship between Joyner Transportation & Logistic Services LLC ("Joyner," "we," "us," or "our") and delivery service partners ("DSP," "Contractor," "you," or "your") who perform last-mile delivery services through the Joyner DSP program. This Agreement supplements and is incorporated into the Joyner DSP Delivery Partner Agreement. In the event of a conflict between this Agreement and the Delivery Partner Agreement, the Delivery Partner Agreement controls.

2. Independent Contractor Status

YOU ARE AN INDEPENDENT CONTRACTOR — NOT AN EMPLOYEE, AGENT, PARTNER, JOINT VENTURER, OR FRANCHISEE OF JOYNER. THIS AGREEMENT DOES NOT CREATE AN EMPLOYMENT RELATIONSHIP BETWEEN YOU AND JOYNER UNDER ANY APPLICABLE FEDERAL, STATE, OR LOCAL LAW. JOYNER DOES NOT CONTROL THE MANNER OR MEANS BY WHICH YOU PERFORM DELIVERY SERVICES, SUBJECT TO THE MINIMUM SERVICE STANDARDS REQUIRED TO MAINTAIN SHIPPER CLIENT SATISFACTION AND BRAND INTEGRITY.

The following characteristics reflect the independent contractor nature of this relationship:

• You set your own hours and choose which route assignments to accept or decline
• You provide your own vehicle, fuel, tools, and equipment necessary to perform deliveries
• You may perform delivery services for other companies simultaneously with your Joyner DSP engagement, provided doing so does not violate any applicable non-compete or non-solicitation provision
• You are not required to work exclusively for Joyner
• You bear the risk of profit and loss in your delivery operations
• You are responsible for all costs of operating your delivery business, including vehicle expenses, fuel, insurance, tolls, parking, and equipment

3. Tax Responsibilities

As an independent contractor, you are solely responsible for all federal, state, and local taxes on compensation received under this Agreement, including:

• Self-employment tax (Social Security and Medicare) as required by the Internal Revenue Code
• Federal and state income tax
• Any applicable local or city income or business taxes
• Quarterly estimated tax payments where required by applicable law

Joyner will not withhold any taxes from compensation paid to you under this Agreement. Joyner will issue IRS Form 1099-NEC for annual compensation paid to you that meets or exceeds the applicable reporting threshold. You are responsible for maintaining accurate records of your income and business expenses for tax purposes. Joyner strongly recommends that you consult a qualified tax professional regarding your tax obligations as an independent contractor.

4. No Employee Benefits

AS AN INDEPENDENT CONTRACTOR, YOU ARE NOT ENTITLED TO AND WILL NOT RECEIVE ANY EMPLOYEE BENEFITS FROM JOYNER, INCLUDING BUT NOT LIMITED TO: HEALTH, DENTAL, OR VISION INSURANCE; LIFE INSURANCE; PAID TIME OFF, VACATION, OR SICK LEAVE; RETIREMENT OR 401(K) PLAN PARTICIPATION; WORKERS' COMPENSATION COVERAGE THROUGH JOYNER'S POLICY; UNEMPLOYMENT INSURANCE; OR ANY OTHER BENEFIT AVAILABLE TO JOYNER'S EMPLOYEES. YOU ARE RESPONSIBLE FOR OBTAINING YOUR OWN HEALTH INSURANCE, RETIREMENT SAVINGS, AND OTHER BENEFITS APPROPRIATE FOR YOUR SITUATION.

5. Workers' Compensation

Because you are an independent contractor, you are not covered by Joyner's workers' compensation insurance policy. You are responsible for obtaining your own workers' compensation coverage or occupational accident insurance as required by applicable state law or as appropriate for your level of risk. Joyner strongly recommends that all DSPs obtain occupational accident insurance to cover injuries sustained while performing delivery services. Joyner is not liable for injuries you sustain in the course of performing delivery services, except where such injury is caused by Joyner's own negligence.

6. Vehicle & Equipment

You are responsible for providing, maintaining, and operating your own vehicle(s) for delivery services. Your vehicle must at all times be:

• Properly registered in the applicable state(s) of operation
• Covered by personal or commercial auto liability insurance meeting or exceeding the minimum requirements in the Liability & Insurance Requirements
• In safe, roadworthy condition and compliant with applicable vehicle inspection requirements
• Of sufficient capacity to accommodate the package volume of your assigned routes

All vehicle operating costs — including fuel, oil, tires, maintenance, repairs, registration fees, and tolls — are your sole responsibility. Joyner does not reimburse vehicle operating costs except where a fuel supplement or mileage rate is specifically included in your rate schedule.

7. Right to Hire Assistants

You may hire employees or subcontractors to assist you in performing delivery services, provided that:

• You are responsible for all compensation, taxes, insurance, and workers' compensation for any person you hire
• Any person performing deliveries on your behalf must meet Joyner's minimum driver qualification requirements, including a valid driver's license and a clean driving record
• You notify Joyner in advance of any person performing deliveries on your behalf so that Joyner can verify their qualifications
• You remain fully responsible for the performance, conduct, and compliance of any person working under your DSP engagement
• Any person performing deliveries on your behalf is bound by Joyner's Community Guidelines and applicable DSP policies

8. Non-Exclusivity

This Agreement is non-exclusive. You are free to perform delivery, logistics, or other services for other companies and clients simultaneously with your Joyner DSP engagement. Joyner is similarly free to engage other DSPs to perform delivery services in the same geographic areas. Nothing in this Agreement restricts either party from pursuing other business relationships.

9. Confidentiality

In the course of performing delivery services, you may have access to confidential information about Joyner's shipper clients, recipients, delivery routes, pricing, and operations. You agree to keep all such information strictly confidential and not to disclose it to any third party during or after the term of this Agreement. Your confidentiality obligations survive termination of this Agreement.

10. Intellectual Property

All intellectual property you create in connection with your Joyner DSP engagement — including route optimization suggestions, process improvements, and feedback submitted through Joyner's platforms — is the property of Joyner. You assign to Joyner all right, title, and interest in any such work product. You retain ownership of your own pre-existing intellectual property and tools.

11. Non-Solicitation

During the term of this Agreement and for a period of six (6) months following termination, you agree not to directly solicit Joyner's shipper clients — identified through your access to Joyner's delivery manifests and route information — for direct delivery services outside of the Joyner DSP program. This provision does not prevent you from serving clients who contact you independently through your own marketing channels with no connection to your Joyner DSP engagement.

12. Term & Termination

This Agreement is effective upon your completion of DSP onboarding and continues until terminated by either party upon fourteen (14) days' written notice. Either party may terminate immediately for material breach. Upon termination, you must: return any Joyner-provided equipment or materials; complete any deliveries already in progress if safely practicable; and cease representing yourself as a Joyner DSP.

13. 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. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION AGAINST JOYNER IN CONNECTION WITH YOUR DSP ENGAGEMENT. THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF GEORGIA.

14. Contact

DSP program inquiries: dsp@myjoyner.com | Joyner Transportation & Logistic Services LLC | Atlanta, Georgia.