1. Parties
This Carrier Dispatch Service Agreement ("Agreement") is entered into by and between Joseph Services LLC, a Pennsylvania limited liability company ("Dispatcher"), and the carrier identified below ("Carrier"), collectively referred to as the "Parties."
2. Scope of Services
Dispatcher agrees to provide the following services to Carrier:
- Load searching, negotiation, and booking on behalf of Carrier
- Rate negotiation and optimization to maximize Carrier revenue
- Route planning, scheduling, and dispatch coordination
- Broker and shipper communication on Carrier's behalf
- Paperwork coordination including rate confirmations and BOLs
- 24/7 dispatch support and operational assistance
3. Dispatch Fee & Payment Terms
In consideration for the dispatch services provided, Carrier agrees to pay Dispatcher a dispatch service fee equal to the percentage selected during onboarding (between 1% and 10%) of the total gross revenue from all loads booked, coordinated, or facilitated by Dispatcher's dispatch team.
- Payment is due weekly, no later than each Friday for loads completed during the preceding week (Monday through Sunday).
- Payment shall be made via ACH bank transfer, wire, Zelle, or any mutually agreed method.
- Late payments (more than 7 days overdue) may incur a late fee of 5% of the outstanding balance.
- Carrier acknowledges that the dispatch fee is earned upon successful booking of the load, regardless of whether Carrier completes the delivery.
4. Carrier Responsibilities
Carrier agrees to:
- Maintain active and valid MC and DOT authority throughout the term of this Agreement
- Maintain all required insurance coverage including auto liability, cargo, and general liability at or above minimum federally required levels
- Provide updated insurance certificates (COIs) within 48 hours upon request or upon policy renewal
- Operate in full compliance with all FMCSA regulations, DOT safety standards, and applicable federal and state laws
- Accept or decline dispatched loads in a timely manner
- Communicate any service failures, delays, or issues promptly to Dispatcher
- Provide accurate, truthful information during onboarding and throughout the business relationship
5. Dispatcher Responsibilities
Dispatcher agrees to:
- Act in good faith and in the best interest of Carrier when negotiating loads and rates
- Provide transparent and accurate load information including rates, pickup/delivery details, and broker contacts
- Maintain professional communication with brokers and shippers on Carrier's behalf
- Provide 24/7 dispatch availability during active service periods
6. Term & Termination
This Agreement is effective upon electronic signature by both Parties and shall remain in effect until terminated by either Party with thirty (30) days written notice via email.
- Either Party may terminate this Agreement immediately for cause, including material breach, fraud, safety violations, or failure to maintain required authority or insurance.
- Upon termination, all outstanding dispatch fees for loads already booked remain due and payable in full.
- Termination does not release Carrier from any payment obligations incurred prior to the termination date.
7. Independent Contractor
Carrier is an independent contractor and not an employee, partner, or agent of Dispatcher. Nothing in this Agreement creates an employment relationship, joint venture, or partnership. Carrier retains full control over their operations, drivers, equipment, and business decisions.
8. Indemnification & Liability
Carrier agrees to indemnify, defend, and hold harmless Dispatcher from and against any and all claims, damages, losses, liabilities, costs, and expenses arising from or related to Carrier's operations, including but not limited to cargo loss or damage, accidents, injuries, regulatory violations, and third-party claims.
Dispatcher shall not be liable for any indirect, incidental, or consequential damages arising from the services provided under this Agreement.
9. Confidentiality
Both Parties agree to maintain the confidentiality of all proprietary information, business strategies, customer lists, rates, and financial details exchanged during the course of this business relationship. This obligation survives termination of this Agreement.
10. Dispute Resolution
Any dispute arising under this Agreement shall first be addressed through good-faith negotiation between the Parties. If negotiation does not resolve it, the dispute shall be subject to the exclusive jurisdiction of the state and federal courts located in Lebanon County, Pennsylvania. Nothing in this section prevents either Party from bringing a claim in a Pennsylvania magisterial district court where the amount in dispute falls within that court's limit. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
11. Entire Agreement
This Agreement, together with any attachments or amendments executed by both Parties, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter herein.
12. Electronic Signature
Both Parties agree that electronic signatures on this document are legally binding and have the same force and effect as original wet-ink signatures, in accordance with the federal Electronic Signatures in Global and National Commerce Act (E-SIGN, 15 U.S.C. § 7001) and Pennsylvania's Uniform Electronic Transactions Act (73 P.S. § 2260.101 et seq.), under which a record or signature may not be denied legal effect solely because it is in electronic form.
By signing electronically, Carrier consents to conduct this transaction by electronic means. Joseph Services LLC records the signature image, the date and time of signing, and the IP address from which it was made, and retains them with this Agreement.