1. Engagement

Tranzit Express Inc. engages Contractor as a 1099 independent sales representative to market, promote, and facilitate freight brokerage services in accordance with applicable federal, state, and transportation industry regulations.

2. Independent Contractor Status

Contractor shall perform all services as an independent contractor and not as an employee of the Company. Nothing in this Agreement shall be construed to establish an employer-employee relationship. Contractor is solely responsible for all taxes, insurance, and withholdings.

3. Term & Termination

This Agreement shall remain in effect until terminated by either party with or without cause, by providing written notice. Upon termination, Contractor is entitled to commissions earned on shipments completed and paid through the termination date.

4. Compensation Structure

Contractor shall earn commissions based on profit generated from customers directly secured by the Contractor:

Profit is defined as net revenue received from clients, less applicable carrier costs and transactional expenses. Commissions will be calculated bi-weekly and paid every other Friday for all completed and paid loads falling within the relevant pay period.

5. Responsibilities of Contractor

• Solicit, manage, and close freight shipping clients.
• Maintain ethical sales conduct, avoid false promises or unapproved commitments.
• Submit accurate shipment details and customer documentation.
• Comply with all FMCSA, DOT, and other regulatory requirements.
• Focus efforts on their assigned territory, defined by city as detailed in the attached schedule (Exhibit A).
• Utilize the resources provided by Tranzit Inc., including CRM tools, company-issued email address, pre-qualified leads within their designated territory, and detailed account tracking and reporting systems.

6. Territory Definition

Each Contractor will be assigned an exclusive city or group of cities that constitutes their sales territory. No other Contractor may actively solicit customers within another's defined territory without written authorization from Tranzit Express Inc. Territories will be reviewed and adjusted as needed based on performance and market expansion.

7. Restrictions

• Contractor shall not bind Tranzit Express Inc. to any pricing, terms, or legal obligations.
• All customers procured under this agreement remain the sole property of Tranzit Express Inc.
• Contractor may not subcontract sales efforts without written approval.

8. Confidentiality

Contractor shall not disclose any proprietary or confidential Company information including customer lists, pricing structures, technology, or strategies.

9. Compliance and Indemnity

Contractor shall indemnify, defend, and hold harmless Tranzit Express Inc., its affiliates, officers, agents, and employees from and against any and all claims, liabilities, damages, losses, or expenses (including attorneys' fees and costs) arising out of or in any way connected with:

• Any negligent act or omission by Contractor;
• Any breach of this Agreement by Contractor;
• Any violation of applicable law or regulation;
• Any misrepresentation or unauthorized commitment made by Contractor;
• Any claim by a third party relating to services performed by Contractor.

Contractor acknowledges that Tranzit Express Inc. is not responsible for any acts or omissions committed by Contractor or its agents, and Contractor assumes full liability for all actions taken under this Agreement.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to conflict of law principles. Any disputes shall be resolved through binding arbitration in Nashville, Tennessee.

11. Entire Agreement

This document constitutes the full understanding between the Parties. Any modifications must be in writing and signed by both Parties.