Joyner Sales Agent — Non-Solicitation Clause

1. Purpose

This Non-Solicitation Clause ("Clause") protects Joyner Transportation & Logistic Services LLC's ("Joyner") customer relationships, employee relationships, and business interests following the termination or expiration of the Independent Sales Agent Agreement. This Clause supplements and is incorporated into the Independent Sales Agent Agreement. Agent agrees that the restrictions in this Clause are reasonable and necessary to protect Joyner's legitimate business interests, in exchange for access to Joyner's customer relationships, proprietary information, and sales support resources.

2. Non-Solicitation of Joyner Customers

During the term of the Agent Agreement and for a period of twelve (12) months following its termination or expiration for any reason, Agent agrees not to directly or indirectly:

• Solicit, contact, or approach any Joyner customer — meaning any business or individual that was a paying customer of Joyner at any point during Agent's engagement — for the purpose of offering, selling, or promoting transportation, logistics, motor club membership, or transportation management software products or services that compete with Joyner's Authorized Products
• Encourage, induce, or assist any Joyner customer to reduce, cancel, or terminate their business relationship with Joyner
• Use Joyner customer information — including contact details, purchasing history, pricing, or contract terms — obtained during Agent's engagement to solicit those customers for any competing business purpose
• Accept business from a Joyner customer where Agent's contact with that customer was initiated or facilitated by Agent's access to Joyner's customer lists or lead data during the Agent engagement

For clarity, this restriction applies to customers Agent personally sold or referred to Joyner, as well as to any other Joyner customer whose information Agent accessed through the agent portal, CRM, or any other Joyner system during the engagement.

3. Non-Solicitation of Joyner Employees & Contractors

During the term of the Agent Agreement and for a period of twelve (12) months following its termination or expiration, Agent agrees not to directly or indirectly:

• Solicit, recruit, or attempt to hire any employee, contractor, or agent of Joyner with whom Agent had contact or became aware of through Agent's engagement with Joyner
• Encourage any Joyner employee, contractor, or agent to leave Joyner or to reduce their engagement with Joyner
• Assist any third party in soliciting or recruiting Joyner employees, contractors, or agents

4. Non-Solicitation of Joyner's Carrier & Vendor Relationships

During the term of the Agent Agreement and for a period of six (6) months following its termination or expiration, Agent agrees not to directly solicit any carrier, vendor, or service provider that Agent became aware of through Agent's engagement with Joyner — including Joyner's motor carrier network, preferred vendors, and technology partners — for the purpose of establishing a competing business relationship that would divert business from Joyner.

5. Permitted Activities

The restrictions in this Clause do not prevent Agent from:

• Engaging in sales activities for non-competing products or services offered to the same customers
• Responding to unsolicited inquiries from Joyner customers who contact Agent independently, without Agent having initiated or prompted the contact and without Agent using Joyner customer information to facilitate the contact
• General advertising or marketing to the public that is not specifically targeted at Joyner customers
• Accepting employment with or contracting for a company that does not compete directly with Joyner's core product lines

6. Consideration

Agent acknowledges that the non-solicitation restrictions in this Clause are a material condition of Joyner's agreement to engage Agent under the Sales Agent Program, to provide Agent with access to Joyner's customer relationships, pricing, and proprietary sales resources, and to pay commissions under the Commission Structure Terms. Agent agrees that this consideration is adequate and sufficient to support the restrictions in this Clause.

7. Reasonableness of Restrictions

Agent agrees that the scope, duration, and geographic reach of the restrictions in this Clause are reasonable and no greater than necessary to protect Joyner's legitimate business interests, including its customer relationships, confidential information, and investment in Agent's training and support. Agent acknowledges that a violation of this Clause would cause Joyner irreparable harm for which monetary damages would be an inadequate remedy.

8. Injunctive Relief

Notwithstanding the arbitration agreement in the Independent Sales Agent Agreement, Agent agrees that Joyner may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent or restrain an actual or threatened violation of this Clause, without the necessity of posting a bond or other security. Such application for emergency relief does not constitute a waiver of the parties' agreement to resolve all other disputes through arbitration.

9. Severability

If any provision of this Clause is found to be unenforceable by a court of competent jurisdiction as written, the court is authorized to modify the provision to the minimum extent necessary to make it enforceable — including reducing the duration or scope — and the remaining provisions remain in full force and effect. The parties expressly authorize any court reviewing this Clause to reform it rather than strike it entirely.

10. Governing Law

This Clause is governed by the laws of the State of Georgia. The enforceability of this Clause shall be determined under Georgia law, including Georgia's Non-Compete and Non-Solicitation Act (O.C.G.A. § 13-8-50 et seq.) where applicable.

11. Contact

Legal inquiries regarding this Clause: legal@myjoyner.com | Joyner Transportation & Logistic Services LLC | Atlanta, Georgia.