Broker–Carrier Agreement Generator

Authority and representations

1.1 Broker authority. Broker represents that it holds active property broker authority and will maintain it during the term. Broker will provide its MC number and any verification reasonably requested.

1.2 Carrier authority. Carrier represents that it holds active motor carrier authority, is registered with FMCSA, and will maintain required insurance and safety compliance during the term.

1.3 Compliance. Each party will comply with applicable federal, state, and local laws, including transportation, safety, hours-of-service, and tax requirements. Each party is responsible for its own personnel and contractors.

1.4 No guarantee of volume. This agreement does not guarantee any minimum volume, lane, or revenue. Loads are offered and accepted individually through tenders or rate confirmations.

Tenders and performance

2.1 Load tenders. Broker will tender loads in writing with pickup and delivery details, equipment requirements, rate, and any accessorial terms. Carrier accepts a load by written confirmation or by dispatching equipment.

2.2 Rate confirmation controls. For each load, the signed rate confirmation or tender governs the specific rate, accessorials, appointment windows, and documents required, to the extent it conflicts with this agreement.

2.3 Performance. Carrier will transport accepted loads with reasonable dispatch, maintain communication, and promptly report delays, accidents, or service failures. Carrier will obtain and provide proof of delivery and other required documents.

2.4 Reconsignment and stops. Additional stops, detention, layover, or reconsignment require written agreement on the associated charge before the service is performed where practicable.

Rates, payment, and records

3.1 Compensation. Broker will pay Carrier the rate stated on each load confirmation. Unless stated otherwise, the rate includes all fuel, tolls, and operating costs of Carrier.

3.2 Invoice requirements. Carrier will submit an invoice with the load number, signed proof of delivery, and any required accessorial documentation. Broker may reject incomplete invoices and request correction.

3.3 Payment timing. Broker will pay undisputed invoices by the payment terms stated above. Disputed amounts must be identified in writing with a reason; undisputed amounts remain payable.

3.4 Records. Each party will keep records supporting loads, payments, and claims for the period required by applicable law and make them available on reasonable request.

Cargo claims and liability

4.1 Cargo responsibility. Carrier is responsible for cargo loss or damage occurring while the cargo is in its custody, subject to applicable law and any lawful limitations. Carrier will acknowledge and investigate claims promptly.

4.2 Claim handling. Broker will forward cargo claims and supporting documents to Carrier. Carrier will respond within a reasonable time and will not unreasonably delay a claim.

4.3 Insurance. Carrier will maintain the insurance limits stated above and provide certificates on request. Carrier’s insurance is primary for its own operations; broker’s insurance does not cover carrier’s liability.

4.4 Indemnification. Each party will indemnify the other against third-party claims to the extent caused by its own negligence or willful misconduct, subject to applicable law. This clause does not create indemnity for a party’s own negligence where prohibited by law.

Relationship and confidentiality

5.1 Independent contractor. Carrier is an independent contractor. Nothing in this agreement creates an employment, partnership, or joint venture relationship, and Carrier controls its drivers, equipment, and methods of operation.

5.2 Confidentiality. Each party will protect non-public information received from the other, including customer identities and pricing, and will use it only to perform this agreement.

5.3 Publicity. Neither party will use the other’s name or marks in marketing without written permission, except to identify the business relationship as required by law.

Term, termination, and disputes

6.1 Term and termination. This agreement continues for the term stated above and renews as stated unless either party gives the required notice. Either party may terminate immediately for material breach, loss of authority, or insurance lapse.

6.2 Survival. Payment, cargo-claim, indemnity, confidentiality, and recordkeeping obligations survive termination.

6.3 Dispute resolution. The parties will first attempt to resolve disputes in good faith. Unresolved disputes will be brought in the courts or arbitration forum identified in the key terms, subject to applicable law.

6.4 Entire agreement. This agreement and each signed load confirmation form the entire agreement on their subject. Amendments must be in writing and signed by both parties.