Joyner Freight — Carrier Agreement

1. Purpose & Scope

This Carrier Agreement ("Agreement") governs the relationship between Joyner Transportation & Logistic Services LLC, a Georgia limited liability company ("Joyner," "Broker," "we," "us," or "our"), and motor carriers ("Carrier," "you," or "your") that accept load tenders from Joyner in Joyner's capacity as a licensed property freight broker. This Agreement applies to all load tenders accepted by Carrier from Joyner and supersedes any conflicting terms on a Carrier's own rate confirmation, bill of lading, or other form document, except to the extent a separate written agreement executed by both parties expressly states otherwise.

By accepting a load tender from Joyner — whether electronically, verbally, or in writing — Carrier agrees to be bound by this Agreement and the Joyner Master Terms & Conditions.

2. Carrier Qualifications

Carrier represents and warrants, on a continuing basis throughout the term of this Agreement, that Carrier:

• Holds active FMCSA operating authority as a for-hire motor carrier and is not operating under a conditional or unsatisfactory safety rating
• Maintains a valid USDOT number and MC number in active status
• Maintains all required commercial motor vehicle insurance coverage as described in Section 3
• Employs or contracts only drivers who hold valid, appropriate commercial driver's licenses (CDL) with required endorsements and current DOT medical certificates
• Operates in full compliance with all applicable FMCSA regulations, including Hours of Service (49 C.F.R. Part 395), drug and alcohol testing (49 C.F.R. Part 382), and vehicle inspection and maintenance requirements (49 C.F.R. Part 396)
• Is not on the FMCSA's Out-of-Service list or subject to any federal safety order restricting operations
• Will promptly notify Joyner of any material change in its operating authority, safety rating, or insurance status

3. Insurance Requirements

Carrier must maintain, at minimum, the following insurance coverages throughout the term of this Agreement:

• Commercial auto liability: $1,000,000 combined single limit per occurrence (minimum); $1,000,000 for hazmat loads
• Cargo insurance: $100,000 per occurrence minimum; higher limits may be required for specific high-value loads as specified in the load tender
• General liability: $1,000,000 per occurrence / $2,000,000 aggregate
• Workers' compensation: As required by applicable state law

Carrier must provide Joyner with current certificates of insurance naming Joyner as an additional insured on the auto liability policy prior to accepting its first load tender, and must provide updated certificates upon renewal or change of coverage. Carrier must notify Joyner at least thirty (30) days in advance of any cancellation or material reduction in required coverage.

4. Load Tender & Acceptance

Joyner will tender loads to Carrier via rate confirmation, load board, email, or electronic dispatch system. A load tender becomes binding upon Carrier's acceptance, which may occur electronically, verbally, or by Carrier's pickup of the freight. Each accepted load tender incorporates this Agreement by reference.

Once a load is accepted, Carrier must:

• Pick up the freight at the specified origin location within the specified pickup window
• Deliver the freight to the specified destination location within the specified delivery window
• Notify Joyner dispatch immediately of any anticipated delay, pickup problem, or delivery exception
• Not re-broker, double-broker, or subcontract the load to another carrier without Joyner's prior written consent

Double-brokering or re-brokering without consent is a material breach of this Agreement and may result in immediate termination of Carrier's relationship with Joyner, recovery of all damages, and referral to FMCSA.

5. Carrier Liability for Cargo

Carrier assumes full motor carrier liability for loss of or damage to freight from the time of pickup until delivery, consistent with the Carmack Amendment (49 U.S.C. § 14706). Carrier's liability is not limited to the released value stated on the bill of lading when Joyner's shipper customer has declared a higher value and Joyner has communicated that declared value to Carrier in the load tender. Carrier must not insert its own released value limitations into the bill of lading without Joyner's express written consent.

6. Bill of Lading

Carrier must obtain a properly executed bill of lading at pickup and obtain proof of delivery (POD) — including consignee signature — at delivery. Carrier must make POD available to Joyner within twenty-four (24) hours of delivery upon request. Any exceptions noted at pickup or delivery must be clearly documented on the BOL. Carrier must retain original BOLs for a minimum of three (3) years.

7. Communication & Tracking

Carrier must maintain active communication with Joyner dispatch throughout the transit of each accepted load. Carrier must:

• Confirm pickup with Joyner dispatch within one (1) hour of loading
• Provide location updates at reasonable intervals, or more frequently if requested by Joyner dispatch
• Notify Joyner dispatch immediately of any accident, breakdown, delay, or delivery exception
• Confirm delivery with Joyner dispatch within two (2) hours of completing delivery

Where Joyner requires GPS tracking for a specific load, Carrier must use Joyner's designated tracking platform or provide equivalent real-time location data. Failure to maintain required communication may result in withholding of payment pending investigation.

8. Payment Terms

Joyner will pay Carrier the agreed freight rate as set forth in the applicable rate confirmation, subject to receipt of: (a) a signed proof of delivery (POD); (b) the original or electronic bill of lading; and (c) a properly submitted invoice or freight bill. Standard payment terms are Net 30 from receipt of complete documentation, unless a different payment term is agreed in writing. Quick pay options may be available at Carrier's request, subject to applicable quick pay fees.

Joyner reserves the right to offset against amounts owed to Carrier any amounts owed by Carrier to Joyner, including claims for cargo loss or damage, excess charges, or breach of this Agreement.

9. Prohibited Conduct

Carrier agrees not to:

• Re-broker, double-broker, or subcontract any load tendered by Joyner without Joyner's prior written consent
• Solicit or accept freight directly from Joyner's shipper customers on loads tendered through Joyner, without Joyner's prior written consent, for a period of twelve (12) months following the last load tendered by Joyner to Carrier
• Misrepresent its operating authority, safety record, or insurance coverage to Joyner
• Operate a vehicle in an out-of-service condition while hauling Joyner freight
• Allow any driver to operate a vehicle while in violation of applicable Hours of Service regulations while hauling Joyner freight

10. Indemnification

Carrier agrees to indemnify, defend, and hold harmless Joyner and its affiliates, officers, employees, and agents from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Carrier's transportation of freight under this Agreement; (b) Carrier's breach of this Agreement; (c) the acts or omissions of Carrier's drivers, employees, or subcontractors; (d) cargo loss or damage caused by Carrier; (e) personal injury or property damage arising from Carrier's operations; or (f) Carrier's violation of applicable law or regulation.

11. Term & Termination

This Agreement is effective upon Carrier's acceptance of its first load tender from Joyner and continues until terminated by either party upon thirty (30) days' written notice, or immediately by Joyner upon Carrier's material breach, loss of operating authority, loss of required insurance, unsatisfactory safety rating, or double-brokering violation. Termination does not affect obligations arising from loads accepted prior to termination.

12. Dispute Resolution & Governing Law

All disputes arising out of or relating to this Agreement are subject to the Joyner Arbitration & Dispute Resolution Policy. This Agreement is governed by applicable federal transportation law and, to the extent not preempted, the laws of the State of Georgia.

13. Contact

Carrier relations and load inquiries: carriers@myjoyner.com | Joyner Transportation & Logistic Services LLC | Atlanta, Georgia.