Terms of Service

BROKER AGREEMENT
This Broker Agreement ("Agreement") is made and entered into between Dirt Herders LLC, a Utah limited liability company ("Broker"), and the undersigned independent contractor ("Leaser"), collectively referred to as the "Parties."

RECITALS
WHEREAS, Broker is duly licensed and engaged in arranging freight transportation services by authorized motor carriers;
WHEREAS, Leaser desires to provide freight transportation services as an independent contractor;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. Compliance with Laws
Both Parties shall comply with all applicable federal, state, and local laws, regulations, and ordinances. Broker shall maintain all licenses and permits necessary to lawfully perform brokerage services. Leaser shall maintain valid operating authority, insurance, and all licenses required to perform services during the term of this Agreement.

2. Term and Termination
This Agreement shall remain in effect until terminated by either Party upon at least five (5) calendar days' prior written notice, with or without cause.

3. Invoicing and Documentation
Leaser shall submit all invoices within seven (7) calendar days following job completion. Job tickets must be submitted daily via the Truck IT application. Invoices or tickets submitted later than this period will incur a late fee of forty dollars ($40.00) per submission. Broker shall not accept invoices submitted more than fifteen (15) days after job completion. All documentation must be emailed to Tickets@Dirt-Herders.com. Billing inquiries may be directed to Jenuary at (385) 842-1160.

4. Truck IT Application Requirement
Leaser shall ensure all drivers are logged into the Truck IT application while performing jobs arranged by Broker. Drivers must submit job tickets at the end of each shift. Failure to comply may result in delayed payment or nonpayment, at Broker’s sole discretion.

5. Fees and Payment Terms
Broker shall retain a brokerage fee of seven percent (7%) from the net value of each load, inclusive of job time and travel. Fuel surcharges received from contractors will be passed on in full to Leaser. Standard payment terms are Net 30; however, depending on contractor payment cycles, terms may extend to Net 60 or Net 90. Any finance charges (12%) incurred due to delayed payments from contractors will be passed through to Leaser when applicable. Refer to the Trucking Rate Matrix attached hereto as Exhibit A for detailed compensation information.

6. Insurance Requirements
Leaser shall, at their sole expense, maintain the following insurance coverages during the term of this Agreement:
Auto Liability Insurance: Minimum $1,000,000 per occurrence
Cargo Insurance: Minimum $100,000
General Liability Insurance: Industry standard per occurrence
Workers’ Compensation Insurance: As required by law
Leaser shall list Dirt Herders LLC and any hiring contractor as Certificate Holders. Leaser must ensure subcontractors maintain equivalent insurance coverage and provide proof upon request.

7. Optional Insurance Coverage
Certain contractors engaged by Dirt Herders may require additional insurance coverage as a condition of assignment, including but not limited to:
Commercial General Liability: $1,000,000 per occurrence / $2,000,000 general aggregate
Automobile Liability: Combined single limit of $1,000,000
Leaser is responsible for maintaining these coverages when requested and for providing valid certificates of insurance. Failure to comply may result in reassignment of loads and/or suspension from contracts.

8. Non-Circumvention
Leaser shall not circumvent Broker, directly or indirectly, in any dealings with clients, contractors, or vendors introduced by Broker. Violation shall entitle Broker to reimbursement for lost commissions and may result in immediate termination of this Agreement.

9. Independent Contractor Relationship
Leaser is an independent contractor. Nothing herein shall be construed to create an employer-employee, agency, partnership, or joint venture relationship between the Parties.

10. Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings, written or oral. Any amendments must be in writing and signed by both Parties.

11. Severability
If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

12. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Utah. Any disputes shall be resolved exclusively in state or federal courts located in Utah County, Utah.

13. Execution and Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall have the same force and effect as original signatures.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates below.