AGENCY AGREEMENT
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This Agreement made this 21st day of July, 2003 by and between ARL, Inc. of Moon
Township, Pennsylvania, or any of its Divisions (American Carrier Group, Inc.,
General Express, or Patriot Transport) hereinafter referred to as CARRIER and
Power2Ship, Inc., a Nevada corporation located at 000 Xxxxx Xxxxx Xx., Xxxx
Xxxxx, Xxxxxxx 00000, hereinafter referred to as AGENT.
It is mutually understood, agreed and promised by and between CARRIER and AGENT,
each in consideration of the covenants, agreements and promises of the other
recited herein, as follows:
I. AGENT COVENANTS AND AGREES:
1. To represent CARRIER for the purposes and within the scope of the
limitations set forth in Paragraph I and II of this Agreement.
2. To establish and maintain at his/her own expense adequate office and
terminal facilities within the area set forth in APPENDIX A of this
AGREEMENT, which facilities shall meet reasonable standards as
determined by CARRIER as to location, structure, interior arrangement
and housekeeping. AGENT further agrees that CARRIER's representative
shall be allowed unhindered access to AGENT's premises during normal
business hours.
3. To employ a sufficient number of people to properly perform the
obligations and duties set forth in this AGREEMENT.
4. It is understood that AGENT will have a business phone for the purpose
of conducting the CARRIER's business. All costs and expenses incurred
to establish, maintain and operate such telephone or telephones will
be paid by AGENT, and AGENT agrees he or she will not be entitled to
any reimbursement for such expenses from CARRIER.
5. To comply with the regulations of all Federal, State and local
governmental agencies having jurisdiction.
6. To comply with all rules, policies and procedures from time to time
established by CARRIER including, but not limited to, the control of
drivers' logs, the verification of hours of services, and the
inspection of vehicles.
7. For container agents, any per diems billed and not able to be
collected on will be the AGENT's responsibility. It will be the
AGENT's responsibility to reimburse the CARRIER in full.
8. To get approval from CARRIER before accepting C.O.D.'s, Shipments
originating at or destined to points CARRIER is not authorized to
serve direct, shipments involving rigging and shipments, where size
and/or weight, are such that they cannot be legally transported over
the highways of the states through which they must pass without
obtaining special permits.
9. To assist CARRIER in securing full compliance with all provisions of
Lease Agreements in effect between CARRIER and owners of equipment.
10. To assist CARRIER in the investigation of claims when so requested by
CARRIER, and to give all possible assistance in the settling of
claims.
11. To comply in all respects with the provisions of tariffs governing the
movements of traffic by CARRIER.
12. To procure and pay for Workmen's Compensation Insurance for
him/herself, his/her associates, assistants and employees in a
sufficient amount and upon such terms and conditions as will indemnify
and save harmless CARRIER from any liability by reason of any accident
or injury that may arise out of and during the course of their
employment.
Agent Initial: Page 1 Carrier Initial:
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13. To hold, store and safeguard any property of CARRIER received by
him\her for the account of CARRIER and upon request to return such
property to CARRIER in as good condition as when received, ordinary
wear and tear excepted. All records or papers of any kind relating to
CARRIER's business and any forms and other materials bearing the name
or trademark of CARRIER or any division thereof shall remain the
property of CARRIER and shall be surrendered to CARRIER upon demand.
14. Any AGENT found representing ARL, Inc., or any other divisions of ARL,
Inc., or making such arrangements by the use of names which are the
same or deceptively similar to any of the ARL Network names, and
utilizing any of these practices to directly invoice and/or receive
payments from customers, will be subject to all applicable civil and
criminal prosecutions, and will surrender back to the CARRIER all
revenues obtained in this manner, and to the imposition upon the AGENT
of such other damages, including punitive damages, as a court of
competent jurisdiction may deem appropriate.
II. CARRIER COVENANTS AND AGREES:
1. To vest AGENT with authority to represent ARL, Inc. within the area
depicted and/or described in APPENDIX A to this Agreement for the
purpose of soliciting, picking up, dispatching and properly
documenting all freight that the CARRIER may legally and properly
transport or freight of the following types only: FLATBEDS, VANS, HOT
SHOTS, DROP FRAMES, DOUBLE DROP FRAMES & REEFERS.
2. To furnish AGENT with appropriate copies of documents used in the
operation of CARRIER's transportation business.
3. While operating under CARRIER's authority, AGENT will be provided with
auto liability, cargo and general liability insurance.
4. Cargo liability exposure will not exceed $100,000 per movement of
freight unless prior authorization is received by ARL's corporate
office.
III. AGENT & CARRIER COVENANTS AND AGREES:
1. AGENT is not entitled to any commission on traffic requiring CARRIER's
approval if the traffic is actually transported before approval is
received from CARRIER.
2. AGENT is not authorized or empowered to lease equipment from leasing
companies in the name ARL, Inc.
3. The amount or amounts set forth in APPENDIX A are to be payment in
full of all compensation due to AGENT for his/her services rendered
under the provisions of this AGREEMENT.
4. If AGENT does not agree with CARRIER's statement of charges accurately
set for the rates, weights, charges and shipments for the applicable
statement period, AGENT must notify CARRIER of its position as to the
correct amount of the charges within 60 days of receipt. Otherwise,
AGENT or its legal representatives, successors and assigns shall waive
the right to claim that additional commissions are due from CARRIER.
5. CARRIER receives the right to offset any payables against open CARRIER
receivables generated by signatory or any subsidiary company.
6. This AGREEMENT may not be assigned or otherwise transferred by AGENT.
Agent Initial: Page 2 Carrier Initial:
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7. AGENT shall not have nor shall he/she hold him/herself out as having
authority to make representations or promises on the part of CARRIER
except as specifically provided in this AGREEMENT. AGENT shall not
have nor shall he/she hold him/herself out as having the power to
pledge CARRIER's credit, nor to extend credit in the name of CARRIER
except in those instances specifically authorized by CARRIER.
Decisions regarding credit shall be made only by CARRIER.
8. This AGREEMENT shall become effective as of the date hereof and shall
remain in full force and effect until terminated by written
correspondence by either party.
9. This AGREEMENT shall supersede all agreements, oral or written,
between AGENT and CARRIER prior to the date of this AGREEMENT.
10. In case the AGENCY is a PARTNERSHIP, all of the partners must sign
this AGREEMENT and each partner shall have full authorization to sign
documents, disburse funds and to represent and otherwise bind the
partnership.
Governed by the rules regulated and tried by a competent jury under the
Commonwealth of Pennsylvania.
APPENDIX A
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Compensation: The compensation referred to in Section I, Paragraph 2; Section
II, Paragraph 1; and Section III, Paragraph 3 shall be as follows:
Loads moved within assigned territory: 84% of 100%
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Loads moved through the Central Office: 3% of 100%
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Special Service Loads (Brokerage): 90% of 100%
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Truck Pay: 75% of 100%
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ARL's share of accessorials: 11% of 100%
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Territorial Assignment: 48 contiguous states plus Alaska, and Canadian
Providence's.
ARL, INC.
Witness: By:
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CARRIER'S REPRESENTATIVE DATE
Witness: By:
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AGENT DATE
Witness: By:
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2ND AGENT (if applicable) DATE
Agent Initial: Page 3 Carrier Initial:
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