This independent contractor agreement (the "Agreement") executed on this {executionDay} day of {executionMonth} in this year {executionYear}, by and between {nameOf}, with address at {addressOf8:addr_line1} {addressOf8:city} {addressOf8:state} {addressOf8:postal}, represented by {nameOf7} (hereinafter known as "Company" or "Client"); and {nameOf9} with address at {addressOf10:addr_line1} {addressOf:addr_line2} {addressOf10:city} {addressOf10:state} {addressOf10:postal} (hereinafter nown as "Contractor");

Background

WHEREAS Company desires to engage the Contractor and the Contractor desires to provide service to the Company in providing transportation services for the Company cargo delivery or passenger transport for a scheduled period provided for by the Company, subject to the terms and conditions under this Agreement;

NOW THEREFORE in consideration of the premises and of the terms, conditions and
agreements herein contained, the parties hereby agree as follows:

Services

Contractor shall provide courier transportation services for delivery, or carriage transport from points of pick-up designated by the Company to specific points of destination that shall be stated by the Company on a periodic basis, in accordance with the terms and conditions of this Agreement.

Terms of Services

This Agreement is not exclusive between the Contractor and the Company and the latter may hire other service providers having the same or similar service provided by Contractor. The schedule may change on a periodic basis; The Contractor shall 
assure that the vehicle shall always be made ready and available for the Company in accordance with the schedule, and shall further undertake that should there be any problem with any of the vehicles incapable for transport, Company shall be notified before hand.

Contract Period

This Agreement will commence on the {commencementDate} and shall terminate upon {terminationOf}.

Contractor Expenses

{workrelatedExpenses}. In any case, {preapprovedWorkrelated} for any work-related expense incurred by Contractor.

Contractor Responsibilities

In providing the Services, Contractor shall:

1. Provide properly licensed and qualified professional drivers who are able to understand and comply with instructions given to them;
2. Responsible in exercising with extraordinary diligence in the vigilance over the goods and safety of passengers transported by them according to all the circumstances of each case assigned to them;
3. Ensure that in the carriage of goods or transport of passengers, drivers shall present and conduct themselves professionally in an appropriate and polite manner at all times;
4. Secure the cargo free from any claim, lien, encumbrance, charges or any interference during transport;
5. Secure all the necessary legal and administrative documents required such as permits and licenses required for the performance of the Services.

Safety Regulation

Contractor shall at all times:

1. Be responsible and professional at all times in complying with the required standards set forth for the carriage;
2. Take the necessary precautions during transport and shall at all times keep in mind their responsibilities;
3. Comply with all applicable regulations prescribed by law, regulation, or governmental authority;
4. Provide their drivers the necessary knowledge, training, and supervision necessary to ensure the health and safety of those individuals while performing the services;
5. Have the discretion to refuse or modify any loads of Cargo for safety or regulatory reasons. However, such refusal must notify the Compan as early as possible.

Warranties and Representation

Contractor hereby represents and warrants that it has all the necessary equipment and personnel required to perform the duties and responsibilities needed by the Company in accordance with the terms and conditions of this Agreement.

Contract Amount

The Parties agree that the Contractor shall shall have a/an {rate} of {amount} {taxes} of taxes, paid {paymentPeriod}.

Brokerage

In the event that Contractor is unable to perform the duties as required of him with the terms and conditions of this Agreement, Contractor shall promptly notify the Company of such absence and shall broker the services to another carrier or contractor, subject to the same terms and conditions as with the Contractor and Company in this Agreement.

For any fault or damage caused by the replacement party, the Contractor shall be held liable for any damage, loss, or delay.

Force Majeure

Neither party shall be held responsible for any liability by reason of force majeure such as flood, earthquake, fire, uprising, war, or any causes beyond the Party's reasonable control unless such includes delay which was caused by such party hereto. Any claim or reporting of damage caused by force majeure must be made the soonest possible time.

Insurance

Contractor shall obtain their own insurance policy and maintain during the term of this Agreement the following insurance coverage:

1. All risk Cargo Insurance. 
2. Motor Vehicle Liability insurance with an insurance liability amounting not less than $10,000,000 per occurrence combined single limit for bodily injury, including death, and property damage, covering all owned and not owned motor vehicles;
3. Commercial General Liability insurance with sudden and accidental
   pollution coverage amounting to not less than $10,000,000 per
   occurrence with the Company as the insured and as certificate hoder. This liability insurance shall include premises and operations liability, contractual liability, employer’s liability, owner’s and contractor’s protective liability, cross liability or severability of interests liability, personal and advertising injury liability, and loss of use of property coverage.

Confidentiality

Confidential information as contemplated in this Agreement shall refer to any information relating to the above-named Company referring to any proprietary information, personal, or in any case, information for which is not disclosed to the public or reasonably considered common knowledge. Contractor shall not disclose to any third party any confidential information belonging to the Company which Contractor may have acquired incidentally during the performance of this Agreement or in trust by the Company to Contractor. 

No Employer-Employee Relationship

The Parties agree that this Agreement does not constitute an employer-employee relationship. Parties likewise agree that this Agreement does not constitute a partnership or joint venture but is exclusively a contract for service.

Client is not required to pay or make contributions to Contractor's social security, taxes, unemployment or workers' compensation, insurance premiums, or any other benefits received by persons under the Client's employ. 

Indemnification

Except as otherwise to any breach constituted by any party herein, Parties agree to indemnify, release, and hold harmless the other, its agents, affiliates, officers, and employees from any claims, losses, damage, damages, penalties, obligations, and other expenses of any kind resulting to or arising from any of their act or omission. This indemnification will survive the termination of this Agreement.

Modifications

No amendment or modification to this Agreement shall be presumed to have been made unless such amendment is made in writing and signed by the Parties hereto.

Assignment

Contractor may not assign, subcontract, or otherwise transfer to another contractor the duties and responsibilities set forth in this agreement without due prior and written notice to Client.

Relativity

This agreement inures to the benefit of, and is binding upon the successions, executors, heirs, and assigns of the parties hereto.

Severability

In case a competent court or authority holds invalid any of the provisions hereto, such invalidity shall affect only the said provision and the remaining provisions shall remain valid and enforceable.

Non-waiver

No act or omission shall be construed as a waiver of any party in their failure to exercise their demandable right over the other's breach of this Agreement. Only by express written consent and duly signed by the waiving party shall be considered as having been made.

Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of {governingLaw} to the exclusion of other state laws.

Entire Agreement

This Agreement contains the terms and conditions of the entire agreement between the Parties and supersedes the other agreements made prior in relation to the subject matter. No other conditions, representation, warranty, collateral, or any other condition shall affect this Agreement except as expressly provided hereto.

IN WITNESS WHEREOF, the Parties hereto have set their hands on the date above specified.