Agreement With Liberty Dispatch

INTRODUCTION AND PURPOSE
This Truck Dispatch Operating Agreement ("Agreement") establishes a professional partnership between Liberty Dispatch ("Dispatcher") and the motor carrier ("Carrier") for the provision of freight dispatching services. This agreement is designed to create a mutually beneficial relationship that helps owner-operators and small fleet carriers maximize their earning potential while ensuring all parties operate within legal and regulatory frameworks.

 

Liberty Dispatch specializes in providing dispatching services to owner-operators and small carrier fleets. This agreement outlines the terms, responsibilities, and protections for both parties. We believe in transparency and building trust through honest communication and fair business practices. This document serves as the foundation for our working relationship and ensures that both parties understand their rights, obligations, and the scope of services provided.

SCOPE OF DISPATCHING SERVICES
Core Dispatch Services
Liberty Dispatch agrees to provide the following professional dispatching services to Carrier:

 

Load Sourcing and Booking: We actively search for and secure profitable freight loads that match your equipment type, preferred lanes, and rate requirements. Our team uses advanced market intelligence tools and maintains relationships with vetted brokers and shippers to identify high-value opportunities.
Rate Negotiation: Our experienced dispatchers negotiate competitive rates on your behalf, leveraging market data and industry relationships to secure the best possible compensation for your services. We understand current market conditions and use this knowledge to maximize your revenue per mile.
Broker Communications: We handle all communications with freight brokers, including initial contact, load confirmation, check calls, and problem resolution. This includes managing pickup and delivery appointments, addressing any issues that arise during transit, and ensuring smooth coordination throughout the transportation process.
Complete Paperwork Management: We manage all documentation required for freight transportation, including rate confirmations, bills of lading (BOLs), proof of delivery (PODs), lumper receipts, and any other load-related paperwork. This ensures compliance with industry standards and facilitates prompt payment processing.
Market Intelligence Sharing: Carrier receives access to our proprietary market analysis, including seasonal demand patterns, regional rate trends, and strategic insights that help optimize route planning and business decisions.

Additional Services Available
Depending on your selected service tier, additional services may include:

24/7 Support: Round-the-clock dispatcher availability for urgent issues, emergency situations, and after-hours support.
Compliance Assistance: Reminders and support for safety compliance tasks, insurance renewals, and regulatory requirements.
Business Growth Consultation: Strategic advice on fleet expansion, efficiency improvements, and business development opportunities.
Load Tracking and Communication: Real-time load monitoring and proactive communication with all parties throughout the transportation process.

TERM AND TERMINATION
Agreement Duration
This Agreement becomes effective on the date signed by both parties and continues indefinitely until terminated by either party in accordance with the termination provisions outlined below.

Termination Rights
Either party may terminate this Agreement at any time by providing ten (10) days written notice to the other party. Written notice may be delivered via email, certified mail, or other documented communication method.

Immediate Termination
This Agreement may be terminated immediately by either party in the following circumstances:
- Material breach of agreement terms by the other party
- Suspension or revocation of Carrier's operating authority
- Failure to maintain required insurance coverage
- Fraudulent or illegal activities by either party

Post-Termination Obligations
Upon termination, both parties agree to complete any loads already in progress and settle all outstanding financial obligations within thirty (30) days of the termination date.

CARRIER OBLIGATIONS AND RESPONSIBILITIES
Operating Authority and Compliance
Carrier represents and warrants that they possess valid operating authority issued by the Federal Motor Carrier Safety Administration (FMCSA), including a current Motor Carrier (MC) number and DOT number. Carrier agrees to maintain this authority in good standing throughout the duration of this Agreement and to immediately notify Dispatcher of any changes to their operating status.

Carrier agrees to comply with all applicable federal, state, and local regulations governing motor carrier operations, including but not limited to hours of service regulations, vehicle safety requirements, driver qualification standards, and hazardous materials regulations where applicable.

Insurance Requirements
Carrier must maintain adequate insurance coverage as required by federal regulations and industry standards, including:
- Commercial auto liability insurance (minimum $1,000,000)
- Cargo insurance (minimum $100,000)
- General liability insurance as required

 

Carrier agrees to provide Dispatcher with current certificates of insurance and to name Dispatcher as a certificate holder. Carrier must notify Dispatcher immediately of any changes to insurance coverage or policy cancellations.

Equipment and Driver Standards
Carrier warrants that all equipment used in the performance of transportation services is properly maintained, inspected, and compliant with all applicable safety regulations. All drivers must possess valid commercial driver's licenses and meet federal qualification requirements.

Communication and Availability
Carrier agrees to maintain reliable and consistent communication with Dispatcher and to respond promptly to dispatch communications. Carrier will provide accurate and timely updates on load status, including pickup confirmations, delivery updates, and any issues that may affect on-time performance.

Documentation and Record Keeping
Carrier agrees to maintain accurate records of all transportation services performed under this Agreement and to provide required documentation to Dispatcher in a timely manner. This includes signed bills of lading, proof of delivery documents, and any other paperwork required for billing and compliance purposes.

DISPATCHER OBLIGATIONS AND RESPONSIBILITIES
Professional Service Standards
Dispatcher agrees to provide professional dispatching services in accordance with industry best practices and to act in the best interests of Carrier when sourcing and negotiating freight opportunities. Dispatcher will use reasonable efforts to secure profitable loads that align with Carrier's equipment capabilities and operational preferences.

Broker Verification and Relationships
Dispatcher conducts reasonable due diligence to verify the creditworthiness and reliability of potential customers. However, Dispatcher does not guarantee payment by brokers or shippers and is not responsible for collection of unpaid freight bills.

Market Intelligence and Communication
Dispatcher will share relevant market intelligence and industry insights with Carrier to help optimize business decisions and route planning. Dispatcher agrees to maintain regular communication with Carrier regarding load opportunities, market conditions, and any issues affecting operations.

Confidentiality and Non-Disclosure
Dispatcher agrees to maintain the confidentiality of Carrier's business information and to use such information solely for the purpose of providing dispatching services under this Agreement.

Limitation of Authority
Dispatcher's authority is limited to the specific services outlined in this Agreement. Dispatcher does not have authority to bind Carrier to any agreements or obligations beyond those specifically authorized in writing by Carrier.

PAYMENT TERMS AND FEE STRUCTURE
Dispatch Fee Structure
Carrier agrees to pay Dispatcher a percentage-based fee for successful load placements according to the Dispatcher’s provided plan and tier.
The applicable service level and fee percentage will be specified in the Service Level Addendum attached to this Agreement.

Fee Calculation and Payment
Dispatch fees are calculated based on the gross revenue amount shown on the rate confirmation for each completed load. Payment is due to the Dispatcher within five (5) business days of Carrier's receipt of payment from the broker or shipper for each load.
 

No Hidden Fees
Dispatcher warrants that the percentage fee specified above represents the total compensation due for dispatching services. There are no additional fees, charges, or hidden costs associated with the services provided under this Agreement.
 

Late Payment Terms
If payment is not received within the specified timeframe, Carrier agrees to pay a late fee of 1.5% per week on the outstanding balance. Non-payment may result in suspension of dispatching services and termination of this Agreement.
 

Payment Methods
Payment may be made via check, ACH transfer, wire transfer, or other mutually agreed upon payment methods. Carrier is responsible for any bank fees or transaction costs associated with payment processing.

LIABILITY AND INDEMNIFICATION
Carrier Liability
Carrier acknowledges and agrees that they are solely responsible for the safe transportation of freight and are liable for any loss, damage, or injury that occurs during the transportation process. This includes but is not limited to cargo damage, personal injury, property damage, and any other losses arising from Carrier's operations.
Carrier agrees to maintain adequate insurance coverage to protect against these liabilities and to ensure that such coverage remains in effect throughout the duration of this Agreement.
 

Dispatcher Limitation of Liability
The dispatcher's role is limited to administrative and coordination services. Dispatcher is not a motor carrier and does not assume any liability for the actual transportation of freight. Dispatcher is not responsible for:
- Cargo loss or damage during transportation
- Personal injury or property damage caused by Carrier's operations
- Delays in pickup or delivery
- Mechanical failures or equipment problems
- Driver-related issues or violations

Mutual Indemnification
Carrier agrees to indemnify, defend, and hold harmless Dispatcher from any claims, damages, losses, or expenses arising from Carrier's transportation operations or breach of this Agreement.
Dispatcher agrees to indemnify, defend, and hold harmless Carrier from any claims, damages, losses, or expenses arising from Dispatcher's negligent performance of dispatching services or breach of this Agreement.

Insurance Coordination
In the event of a claim involving cargo loss or damage, Carrier agrees to cooperate fully with insurance companies and to provide all necessary documentation and information required for claim processing. Dispatcher will assist in coordinating communications but is not responsible for claim outcomes.

CUSTOMER RELATIONSHIP PROTECTION
Non-Solicitation Agreement
Carrier acknowledges that Dispatcher has invested significant time, effort, and resources in developing relationships with freight brokers, shippers, and other customers. These business relationships constitute valuable assets of Dispatcher's business.
During the term of this Agreement and for a period of six (6) months following termination, Carrier agrees not to directly or indirectly solicit, contact, or conduct business with any broker, shipper, or customer that Carrier was introduced to or conducted business with through Dispatcher's services.
This restriction applies to:
- Direct solicitation of Dispatcher's customers
- Attempting to establish independent business relationships with these customers
- Providing transportation services to these customers without Dispatcher's involvement
- Sharing Dispatcher's customer contact information with third parties
 

Permitted Activities
This non-solicitation provision does not prohibit Carrier from:
- Conducting business with customers they had relationships with prior to this Agreement
- Accepting loads from customers who independently contact Carrier without solicitation
- Working with customers through other legitimate dispatch services

Damages for Violation
If Carrier violates the non-solicitation provisions of this Agreement, Carrier agrees to pay liquidated damages equal to twenty-five percent (25%) of the gross revenue from any unauthorized business conducted with Dispatcher's customers, plus additional liquidated damages of ten thousand dollars ($10,000) for each violation.
These damages are agreed upon as a reasonable estimate of the harm that would result from such violations and are not intended as a penalty.

REQUIRED DOCUMENTATION
Initial Documentation Requirements
Before commencing services under this Agreement, Carrier must provide Dispatcher with the following documentation:

Operating Authority Documents:
- Copy of current MC (Motor Carrier) Authority
- Copy of current DOT registration
- Copy of operating authority certificate
- Valid commercial driver license (CDL)

Insurance Documentation:
- Current certificate of commercial auto liability insurance
- Current certificate of cargo insurance
- Current certificate of general liability insurance (if applicable)
- Dispatcher must be listed as certificate holder on all policies

Business Documentation:
- Completed and signed W-9 form
- Company profile information sheet
- Three (3) established business references
- Signed Limited Power of Attorney (separate document)

Ongoing Documentation Requirements
Carrier agrees to provide updated documentation as required, including:
- Renewal certificates for insurance policies
- Updates to operating authority or business information
- Any changes to contact information or business structure

Document Retention
Both parties agree to maintain copies of all documentation related to this Agreement and the services provided hereunder for a period of not less than six (6) months following termination of this Agreement.

DISPUTE RESOLUTION
Good Faith Negotiations
In the event of any dispute arising under this Agreement, both parties agree to first attempt to resolve the matter through good faith negotiations. Either party may initiate this process by providing written notice of the dispute to the other party.

Mediation
If the dispute cannot be resolved through direct negotiations within thirty (30) days, the parties agree to submit the matter to binding mediation before a qualified mediator. The parties will share equally in the costs of mediation.

Arbitration
If mediation is unsuccessful, any remaining disputes will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration will be conducted in [State/Location] and the decision of the arbitrator will be final and binding on both parties.

Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of [State], without regard to conflict of law principles.

GENERAL PROVISIONS
Entire Agreement
This Agreement, together with any attached addenda or schedules, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter hereof.

Amendments
This Agreement may only be modified or amended by written agreement signed by both parties. No oral modifications or amendments will be binding.

Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

Assignment
Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Dispatcher may assign this Agreement to a successor entity in connection with a sale or transfer of its business.

Force Majeure
Neither party will be liable for any delay or failure to perform due to causes beyond their reasonable control, including but not limited to acts of God, natural disasters, government actions, labor disputes, or other unforeseeable circumstances.

Notices
All notices required under this Agreement must be in writing and delivered via email, certified mail, or other documented delivery method to the addresses specified in this Agreement.
Independent Contractor Relationship
The parties acknowledge that this Agreement creates an independent contractor relationship. Neither party is an employee, agent, or partner of the other party. Each party is responsible for their own taxes, insurance, and regulatory compliance.

Survival
The provisions relating to payment obligations, confidentiality, non-solicitation, indemnification, and dispute resolution will survive termination of this Agreement.

ACKNOWLEDGMENT AND SIGNATURES
By signing the onboarding form, the carrier acknowledges that they have read, understood, and agree to be bound by all terms and conditions of this Agreement. Each party represents that they have the authority to enter into this Agreement and that the execution of this Agreement has been duly authorized.

GRANT OF LIMITED AUTHORITY
I, an Authorized Member representing the "Carrier", a motor carrier duly registered with the Federal Motor Carrier Safety Administration under a valid MC Number and DOT Number ("Principal"), hereby make, constitute, and appoint Liberty Dispatch Services LLC ("Attorney-in-Fact") as my true and lawful attorney-in-fact to act on my behalf solely for the limited purposes set forth in this Limited Power of Attorney.

This Limited Power of Attorney is granted specifically for freight dispatching services and is strictly limited to the powers and authorities expressly set forth herein. No general power of attorney is intended or granted by this document.

SCOPE OF AUTHORITY
The Attorney-in-Fact is hereby authorized to act on behalf of Principal solely in connection with freight dispatching services and only for the following specific purposes:

Load Procurement and Negotiation
The Attorney-in-Fact is authorized to contact freight brokers, shippers, and other customers on behalf of Principal for the purpose of securing freight transportation opportunities. This includes the authority to negotiate rates, terms, and conditions for freight transportation services within the scope of Principal's operating authority.

Contract Execution and Documentation
The Attorney-in-Fact is authorized to sign and execute the following documents on behalf of Principal:
- Rate confirmation sheets and load agreements
- Broker-carrier agreements for specific loads
- Bills of lading and shipping documentation
- Proof of delivery documents
- Load tender agreements and related transportation contracts

Paperwork Management and Transfer
The Attorney-in-Fact is authorized to transfer, submit, and manage paperwork related to freight transportation on behalf of Principal, including:
- Rate confirmations and load documentation
- Bills of lading and proof of delivery documents
- Lumper receipts and accessorial charge documentation
- Invoice submission and billing documentation
- Load-related correspondence and communications

Credential and Information Sharing
The Attorney-in-Fact is authorized to provide and share Principal's business credentials and information with brokers and shippers for the purpose of securing freight, including:
- Motor carrier authority information (MC and DOT numbers)
- Insurance certificates and coverage information
- W-9 tax forms and business documentation
- Company profile information and references
- Operating authority and capability information

Communication and Representation
The Attorney-in-Fact is authorized to communicate with brokers, shippers, and other parties on behalf of Principal regarding:
- Load opportunities and freight procurement
- Pickup and delivery coordination
- Load status updates and tracking information
- Problem resolution and customer service issues
- Account management and relationship maintenance

LIMITATIONS AND RESTRICTIONS
Scope Limitations
This Limited Power of Attorney is strictly limited to freight dispatching activities as outlined above. The Attorney-in-Fact does NOT have authority to:

Financial Limitations:
- Access, withdraw, or transfer funds from Principal's bank accounts
- Make financial commitments beyond individual load agreements
- Sign loan documents, credit applications, or financing agreements
- Pledge Principal's assets as collateral for any purpose
- Make investments or financial decisions on behalf of Principal

Business Operations Limitations:
- Hire or terminate employees of Principal
- Enter into long-term contracts or agreements (beyond individual loads)
- Make decisions regarding Principal's business structure or operations
- Purchase or sell equipment, vehicles, or other business assets
- Sign lease agreements, real estate contracts, or facility agreements

Legal and Regulatory Limitations:
- File legal documents or represent Principal in legal proceedings
- Make decisions regarding insurance coverage or claims
- Sign regulatory filings or compliance documents
- Make safety or operational policy decisions
- Authorize repairs or maintenance beyond emergency situations

Geographic and Operational Scope
The authority granted herein is limited to freight transportation within the scope of Principal's operating authority as issued by the Federal Motor Carrier Safety Administration. The Attorney-in-Fact may only arrange transportation for commodities and routes that Principal is legally authorized to transport.

Rate and Contract Limitations
The Attorney-in-Fact is authorized to negotiate rates and terms for individual loads but may not commit Principal to:
- Exclusive dealing arrangements without Principal's written consent
- Rate agreements that extend beyond individual load transactions
- Volume commitments or minimum shipping guarantees
- Contracts that would restrict Principal's ability to work with other dispatchers or customers
 

DURATION AND TERMINATION
Effective Period
This Limited Power of Attorney becomes effective on the date signed by Principal and remains in effect until terminated in accordance with the provisions set forth herein.

Termination Rights
This Limited Power of Attorney may be terminated:
- By Principal at any time by providing written notice to Attorney-in-Fact
- By Attorney-in-Fact by providing ten (10) days written notice to Principal
- Automatically upon termination of the related Dispatch Operating Agreement
- Automatically upon suspension or revocation of Principal's operating authority

Notice of Termination
Written notice of termination must be provided to the other party and may be delivered via email, certified mail, or other documented delivery method. Upon termination, Attorney-in-Fact will cease exercising any authority under this document and will notify relevant brokers and customers of the termination.

Completion of Pending Transactions
Upon termination, Attorney-in-Fact may complete any load transactions that are already in progress but may not enter into new agreements or commitments on behalf of the Principal. If any payment is due from the business provided by Attorney-in-Fact to the Principal, it shall be payable within 15 days after termination.

THIRD PARTY RELIANCE
Authority Representation
Principal authorizes Attorney-in-Fact to represent to third parties that Attorney-in-Fact has the authority to act on Principal's behalf for the limited purposes set forth in this document. Principal agrees to honor all commitments made by Attorney-in-Fact within the scope of this authority.

Indemnification of Third Parties
Principal agrees to indemnify and hold harmless any third party who relies in good faith on the authority granted to Attorney-in-Fact under this Limited Power of Attorney, provided such reliance is within the scope of authority granted herein.

Notice to Third Parties
Principal agrees to provide notice to relevant brokers, shippers, and other business partners regarding the appointment of Attorney-in-Fact and the scope of authority granted. Upon termination of this power of attorney, Principal will provide reasonable notice to such parties regarding the termination of Attorney-in-Fact's authority.

LEGAL PROVISIONS
Governing Law
This Limited Power of Attorney shall be governed by and construed in accordance with the laws of the State of [State], without regard to conflict of law principles.

Severability
If any provision of this Limited Power of Attorney is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

Binding Effect
This Limited Power of Attorney shall be binding upon Principal and Principal's assigns, and legal representatives.

Counterparts
This Limited Power of Attorney may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.

ACKNOWLEDGMENT AND ACCEPTANCE
Principal's Acknowledgment
By executing this Limited Power of Attorney, Principal acknowledges that:
- Principal has read and understands the scope and limitations of authority granted herein
- Principal voluntarily grants this authority for the specific business purposes outlined
- Principal understands that Attorney-in-Fact will be acting on Principal's behalf within the scope of this authority
- Principal agrees to be bound by all actions taken by Attorney-in-Fact within the scope of this authority

Attorney-in-Fact's Acceptance
By executing this Limited Power of Attorney, Attorney-in-Fact acknowledges that:
- Attorney-in-Fact accepts the appointment and agrees to act within the scope of authority granted
- Attorney-in-Fact understands the limitations and restrictions on the authority granted
- Attorney-in-Fact agrees to act in good faith and in the best interests of Principal
- Attorney-in-Fact will not exceed the scope of authority granted herein

Fiduciary Duty
Attorney-in-Fact acknowledges that this appointment creates a fiduciary relationship and agrees to:
- Act in good faith and in the best interests of Principal
- Avoid conflicts of interest that would compromise Principal's interests
- Maintain confidentiality of Principal's business information
- Exercise reasonable care and diligence in performing duties under this power of attorney

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I, the signer of the onboarding form, hereby execute this Limited Power of Attorney, on the day that I submit my information and sign up to access the services provided by Liberty Dispatch Services LLC.