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Equipment Information

(A/B) BUSINESS TRUCK OPERATOR (BTO) AGREEMENT TERMS

This Agreement is made active, by and between PDP Trucking Inc., (“PDP”), with its principal address at 975 S Hwy-67, STE A, Midlothian TX 76065 and (“Business Truck Operator, BTO”), with EIN: , and its principal address at .

WHEREAS, BTO has the equipment, registration, permits, and drivers necessary for the purpose of this agreement, and

WHEREAS, PDP is a CONTRACT Motor Carrier subject to the jurisdiction of the FMCSA.

NOW, THEREFORE, in consideration of the promises and covenants hereinafter contained, it is mutually agreed by and between the parties hereto as follows:

For the purpose of this BTO agreement, this is the definitions for Business Truck Operator (BTO): BTO means any person who operates a commercial motor vehicle under PDP's MC Authority. BTO is an owner of the equipment, he/she may drive the truck or hire someone to drive it for him/her. Reference to BTO is referring to the owner as a driver and/or its hired drivers. All time zones referenced/mentioned are laid out in this BTO agreement shall reflect United States Central Standard Time.

1. OBLIGATIONS OF BTO: BTO hereby agrees to the following obligations:
   1. To transport, pickup, deliver goods on behalf of PDP’s shippers, consignee, and/or customers and furnish transportation services to meet the distinct needs of PDP as detailed hereunder. To transport one or more shipments per year. To operate tractor/trailer combination in making pickups and deliveries of freight to customer locations, and/or terminals safely and on time.
   2. BTO is required to negotiate and book his/her own loads. BTO agrees to handle negotiations, decide on which loads to haul, communicate adequately via phone/text/email with the PDP OFFICE, SHIPPER and/or BROKER to tender commodities/shipments under PDP’s operating MC authority. BTO must have the knowledge to self-dispatch and set his/her own order of sequence to dispatch, deliver a load, and etc. However, PDP is available to provide tips on how to choose a better load in order to reach the budget goals, but ultimately it's up to BTO’s to decide which load to book, where to go on their own and with their own methods. Confrontational behavior with the customers/brokers/shippers/consignee will be investigated in detail and is a reason for immediate contract termination. Load cancellation
   3. Operate diesel powered tractor/trailer combinations from point to point safely and on time. Picking up or delivering freight bearing general classifications.
   4. Make an inspection of vehicles as required by law to ensure the vehicles are safe to operate and have adequate levels of fuel, oil, and water.
   5. The truck and trailer should be locked anytime you are away from it.
   6. Comply with all DOT regulations and this BTO agreement along with PDP’s Guideline Manual.
   7. Report all road hazards en-route.
   8. Make pickups or deliveries of freight en-route, obtaining required signatures, and signing for freight as instructed. This includes tarping cargo and un-tarping cargo.
   9. Report all accidents immediately regardless of the extent of the damage or injury per PDP’s Guideline Manual.
   10. Post trip inspections - upon arrival at the terminal, and at the end of every trip, report the condition of the equipment in writing on the appropriate forms provided.
   11. BTO may work for any shipper/broker/customer under PDP's MC Authority as he/she chooses, and set her/his own hours.
   12. BTO will place the name, style, mark, or logo of PDP which is to be affixed to the equipment in the manner prescribed by PDP in accordance with applicable law. BTO will be responsible for the cost of affixing such name, style, mark, or logo and for the removal of it at the termination of this agreement. BTO may also agree to display their own name and address on the equipment during the term of this agreement in a form that is in accordance with applicable law. All PDP identification logos, devices, and documents are the sole property of PDP.
   13. BTO is not required to purchase or rent any products or equipment from PDP as a condition of entering into this agreement.
   14. Should BTO employ or use drivers, helpers, or other workers to fulfill its obligations under this BTO agreement, BTO must pay such drivers, helpers, or other workers directly. BTO is solely responsible for providing unemployment insurance for such drivers, helpers, or other workers. BTO is required to manage, supervise, dispatch, and provide weekly payroll statement to his/her driver(s). If BTO mistreats his/her drivers, helpers, or other workers in any manner or if PDP receives a serious complaint, upon a detailed investigation the BTO may be terminated immediately.
2. OBLIGATIONS OF PDP: PDP hereby agrees to the following obligations:
   1. To offer BTO the use of MC operating authority, administrative department, safety department, compliance department, billing department and complete any required paperwork for self-dispatching BTO in order to help in safe transportation of the goods for PDP’s shippers, consignees, and/or customers.
   2. To pay BTO promptly as described in section 4 and to provide online access to all of BTO’s operational expense transactions regarding any money that goes through PDP.
   3. PDP agrees to provide a 1099 Form for BTO’s tax purposes every year.
   4. PDP agrees that starting 6/12/17, PDP will NOT ALLOW drivers who originally came on and drove under one of the BTOs as a driver, to be able to quit that BTO and sign on as a BTO and drive under PDP’s operating authority directly within one year. PDP will allow the switch from BTO’s driver to become a BTO only if a written release letter is provided by the BTO who hired that driver, or a minimum of one year is passed between the quit date and the hire date.
3. INSURANCE: PDP and BTO agree to the following regarding insurance:
   1. General and Auto Liability: PDP will provide BTO with insurance information online on the BTO’s dashboard, detailing the insurance payment plan. BTO acknowledges and agrees for PDP to deduct from the BTOs payroll at the time of said payment is due as specified on the dashboard. PDP will add BTO's equipment to PDP's general and auto liability insurance policy at said date specified on the dashboard. BTO shall, at its cost and expense, maintain insurance under PDP's policy that shall cover the risks of only general and auto liability when the BTO is dispatched on PDP's load. Such insurance shall be kept in full force and effect during the term of BTO's agreement. If it happens that after BTO terminates the agreement, a third party files a claim for damage incurred during an accident with BTO's vehicle, BTO will be required to pay for such claims and/or its deductible. BTO is liable for all claims financially; PDP is not held liable for damages.
   2. Cargo: PDP will provide BTO with insurance information online on the BTO’s dashboard, detailing the insurance payment plan. BTO acknowledges and agrees for PDP to deduct from the BTOs payroll at the time the payment is due as specified on the dashboard. PDP will add BTO's equipment to PDP's cargo insurance policy at the date specified on the dashboard. BTO shall, at its cost and expense, maintain insurance under PDP's policy that shall cover the risks of only cargo insurance when the BTO is dispatched on PDP's load. Such insurance shall be kept in full force and effect during the term of BTO's agreement. BTO is liable for all claims that may result from damaged or missing cargo. If it happens that after BTO terminates the agreement or leaves PDP, and a customer files a claim for damages to the cargo where BTO was transporting, BTO will be required to pay for such claims and/or its deductible; PDP is not held liable for cargo damages.
   3. Physical Damage (Equipment leased/rented from PDP): All equipment rented or leased from PDP must be covered by PDP's choice of the insurer on physical damage insurance policy. PDP requires all BTOs to carry physical damage insurance on all equipment leased or rented from PDP. PDP will provide BTO with Insurance information online on the BTO’s dashboard, detailing the insurance payment plan. BTO acknowledges and agrees for PDP to deduct from the BTOs payroll at the time the payment is due as specified on the dashboard. PDP will add BTO's equipment to PDP's physical damage insurance policy at the date specified on the dashboard. BTO shall, at its cost and expense, maintain insurance under PDP's policy that shall cover the risks of physical damage to such equipment. Such insurance shall be kept in full force and effect during the term of BTO's agreement. BTO is liable for all claims that may result from damaged equipment. If it happens that after BTO terminates the agreement or leaves PDP when the equipment is returned to PDP with damages, a claim will be filed and BTO will be liable for deductible and/or any insurance charges. If the physical damage insurance company denies the repair cost, BTO will be liable to pay the full repair bill for the equipment. PDP is not held liable for damages acquired by BTO.
   4. Physical Damage (Equipment owned by BTO) & Bobtail Insurance: Physical Damage and Bobtail insurance must be provided at BTO's expense and by BTO’s choice of insurer only if the BTO owns or directly leases that equipment. Title receipt or title copy (front and back) of the equipment and lease agreement is required to prove the ownership of the equipment. PDP requires all BTOs to carry physical damage and bobtail insurance on all of its equipment. Upon request, BTO acknowledges and agrees for PDP to deduct from the BTOs payroll at the time of the payment is due as specified on the dashboard to pay the insurer directly on BTO's behalf. A separate acknowledgment form must be signed for the request to be processed by PDP and BTO.
4. PAYMENT PROCEDURE PROCESS:
   1. PDP ADMINISTRATIVE SERVICE FEE: PDP agrees to pay BTO for successfully completion of freight loads in accordance with the payment procedure and process laid out below. PDP’s administrative service fee will be 12% that is due upon invoicing of each load.
   2. OPERATIONAL EXPENSES: Except as otherwise provided in the agreement, BTO will furnish, provide, and pay all expenses related to the equipment or its operations. In the event PDP is called upon to pay any of these operational expenses on behalf of BTO, other than under the terms of any Charge-Backs offered by or through PDP, such payments will be considered a Pre-Trip Settlement to BTO (and a cost of operation) and PDP will be entitled to payment on demand from BTO or to charge back the payment to BTO. Nothing contained in this section shall be construed to supersede or conflict with the terms of any Charge-Backs offered by or through PDP. Except as otherwise provided in this agreement, operational expenses include, but are not limited to, the following:
      1. All fuel, oil, tires, and all equipment, accessories, or devices used in connection with the operation of the equipment;
      2. All inspection costs, payable by PDP as set forth in this agreement on BTO’s behalf, and maintenance costs including all equipment cleaning, towing, and repairs; are payable by BTO.
      3. All taxes and assessments, insurance costs, and other payments due by reason of the payment by BTO of wages or other earnings to its employed driver(s). As part of this obligation, BTO is solely responsible for reporting and paying all estimated social security taxes and state and federal income taxes with respect to compensation of its employed driver(s), even if the funds are remitted by PDP. In addition, should BTO employ or use drivers, helpers, or other workers to fulfill its obligations under this Agreement, and such drivers, helpers, or other workers are covered by the unemployment laws of any state, BTO is solely responsible for providing unemployment insurance for such drivers, helpers, or other workers;
      4. Base plates, including apportioned or prorated base plates, fuel permits, and all other permits required to operate the equipment (except over dimension/overweight permits), detention, accessorial charges, licenses, and all tax payments with respect to the equipment or the use or operation thereof, including all reports required of BTO connected therewith, and all ferry, bridge, and highway tolls;
      5. All fuel and fuel use taxes, ton mile/weight-distance taxes, and other mileage taxes;
      6. All fines and penalties, and all costs associated with commercial vehicle impoundment, resulting from acts or omissions of BTO, including any monies paid by PDP in the form of penalties to a government or regulatory body, or costs related to the off-loading, removal, or storage of freight upon impoundment of a vehicle, because of an act or omission on the part of BTO or its employed driver(s);
      7. All insurance costs relating to insurance coverage's required by this agreement or otherwise requested by BTO from PDP;
      8. 2290 TAX Form, Federal Highway Use Tax on the equipment; all United States and Canadian federal, provincial, state, and city or other local income taxes; and any self-employment or payroll taxes;
      9. All sales, use, excise, personal property, and other taxes due to ownership or operation of the equipment in the jurisdiction imposing such taxes, including the United States or Canadian federal goods and services tax and all applicable provincial taxes;
      10. All empty mileage expenses incurred to transfer any shipment and/or secure additional equipment to complete delivery in case of breakdown or delay, and freight charges that PDP cannot collect from customers because BTO failed to provide the necessary documentation.
      11. All required clothing items. Example: Personal Protective Equipment (PPE includes but not limited to hard hat, safety glasses, steel toe boots, and vest with reflectors)
      12. BTO Setup FEE of $200.00 during orientation which is NON-Refundable (This pays for PSP, Background Check, MVR & Drug Test, Administrative Setup process)
   3. LOAD PAYMENTS PROCESSED (Factored) THROUGH APEX: All loads must be factored via Apex unless other specified.. Additional 3% charge and two step process is required to complete process:
      1. Step One: Cut-off time to turn in paperwork for payment (BOLs, PODs, etc.) is 12 PM, Monday through Friday, cut off time on the last business day of the month is 11 AM, with the exception of holidays. Any paperwork received after cut-off time will be processed the next business day. Billing department will forward the balance available on the PDP payroll site the same business day after a load has been processed, the payroll balance is checked between 1:00 PM and 3:00 PM after all loads processed for the day have been posted to PDP payroll site. Any fuel purchased before your ACH payment is sent will be deducted from that settlement.
      2. Step Two: The same business day after the paperwork has been processed. The funds will be available in payroll reserve on BTOs dashboard. PDP will process the ACH Direct Deposit that same business day. There are no transaction fees for ACH and the funds will be available in the assigned bank account in 1-2 business days depending on the bank. No wire transfers are available at ALL. Only ACH Direct Deposit is available.
   4. LOAD PAYMENTS NOT PROCESSED (Non-Factored) THROUGH APEX: No additional charge apply for this process. Brokers/customers who are not approved by our factoring company can only be used if authorized by PDP’s manager. The payment process for this loads is different depending on the broker/customer used. The automatic 3% factoring fee will be credited back to BTO’s payroll account and payment will be forwarded to BTO upon receipt of payment from the customer. On average, broker/customer pay within 30 to 60 days after they receive the invoice and all required paperwork..
   5. CHECKING CREDIT PER EACH CUSTOMER: It is the BTO’s responsibility to check credit for each customer using the Apex Capital Corp app before booking a load to determine whether or not the load will be factored. Otherwise if the customer is not approved with Apex, BTO is taking full risk of not getting paid in case of customer decides to break the agreement.
   6. FUEL / LOAD COLLATERAL ACCOUNT: Each truck will contribute $100 per week to the PDP's collateral account, until each truck's total contribution has reached $5000, at which time the $100 per week charge will cease. By having this collateral reserve collected, it makes it possible to fund the fuel card for every BTO and receive the fuel discount benefits as a cash based account. PDP forwards all of the discounts to BTO at the point of sale. This collateral reserve will also serve as collateral for loads not paid yet by the customer to PDP or the factoring company that purchased the loads to advance the funds and will not be released to the BTO until the lease with PDP is terminated and/or 60 days have passed and/or until all possible claims on loads have been closed and/or all current debts are paid in-full to PDP. Funding this collateral account is mandatory for all BTOs as long as the BTO is leased onto PDP. NO EXCEPTIONS! BTO may choose to exclude themselves from the fuel program, but this collateral account is still required with the same goal amount due to advancing high volume of loads before they are paid by the customer.
   7. MAINTENANCE RESERVE: PDP will not advance any money for maintenance/repairs unless BTO has a Maintenance Plan setup with PDP. If no maintenance plan is set up, PDP assumes that BTO has his OWN Maintenance Savings Plan already in place. When maintenance or repairs need to be made, an EFS check will be issued as payment for the invoice from available maintenance reserve. The following terms apply for maintenance reserves:
      1. PDP has two options available for a maintenance emergency reserve plan:
         1. Per Mile Plan: A weekly transfer on the same day the truck payment is posted, based on odometer mileage difference. The most common charge is $0.17/mile per week.
         2. Flat Rate Plan: A set flat rate is posted weekly on the same day the truck payment is posted. The most common amount is $200 per week.
      2. A goal can be set to cap the maintenance reserve from going over your goal. This is an option, not a requirement. For example, a cap of $5,000 can be set and when the cap is reached, transfers will cease. Transfers will resume when a portion or all of the reserve is used until the cap is again reached.
      3. Maintenance/Emergency Reserve funds must be used for maintenance and emergency purposes only. This account CAN NOT be used for personal reasons. An INVOICE/RECEIPT for the said repair or part must be emailed to billing@pdptruckinginc.com or faxed to 877-322-4789 before the advance is given. During business hours please call the Billing Department at 877-250-4789 ext 8 for questions and to request status. During after hours call 877-250-4789 ext 9.
      4. Refer to OVER-ADVANCE FEES section 4.i.xi for advance fee terms and charges for maintenance reserve account.
      5. If and when the contract between PDP and the BTO is terminated, any and all monies contributed to the maintenance reserve accounts shall be returned to the BTO after 60 days, on the condition that all balances between PDP and the BTO are paid in full. In the event that the BTO has a negative payroll balance with PDP, the funds in the maintenance reserve accounts will serve to cover these deficits. If the reserve account funds are greater than the negative balance, the remainder of these funds will be returned to the BTO after the deficits have been covered.
   8. DISPUTES, CHARGEBACKS, AND RESERVES: BTO must immediately notify PDP in the event that a customer alleges any dispute. BTO must quickly confirm in writing any verbal notification that was provided. PDP may, but is not obligated to settle, compromise, adjust or litigate all such disputes upon such terms, as PDP considers advisable. If an unadjusted dispute delays the payment of any other factored loads or non-factored loads when due, PDP will have the right to charge back that unadjusted amount to BTOs payroll. PDP may, at any time in its sole and absolute discretion, charge back to BTO all amounts owed on non-factored loads. PDP will have the right to charge back to BTO any charges that PDP receives from any loads if such charge is subsequently disgorged by PDP, whether as a result of any proceeding in bankruptcy or otherwise, unless Apex has assumed Credit Risk on the Account and disgorgement was the result of credit risk. A chargeback will not constitute a resale to BTO of the subject loads; however, upon payment by BTO to PDP of all monies due with respect to charged back loads, title will hold to BTO with PDP's security of interest. BTO agrees to identify and save PDP harmless from any loss, costs and expenses caused by or arising out of disputed loads, including, but not limited to, collection expenses and attorney's fees. PDP may maintain such reserves as PDP, in PDP's sole discretion, is advisable as security for the payment and performance of the obligations.
   9. RECURRING PAYMENTS: BTO assumes responsibility of being aware of these recurring payments and their respective due dates, and understands and agrees that these payments will be withdrawn automatically by PDP from BTO's payroll account on said due dates. For the purpose of this BTO agreement, an overdraft fee defined as any charge by PDP that is made to BTO's payroll account when said account is negative or is caused to become negative by such payment.
      1. TRUCK REGISTRATION: BTO is required during the set term of the agreement and any extension thereof, obtain and maintain in full force and effect, at its sole expense, apportioned registration for its truck. BTOs may choose to register with its own IRP (International Registration Plan) account or use PDPs IRP account. If PDPs IRP account is used, BTO agrees to pay PDP the fees to register its truck. PDP will charge all fees for said apportioned registration to BTO's online payroll.
      2. PERMITS: All permits, which are required for the operation of the equipment, including, but not limited to, overweight permits, over-dimension permits, and oversize permits must be acquired by BTO at his own expense. If PDP obtains permits for the use of BTO, PDP will charge all fees for said permits to BTO's payroll. PDP will process all permits through a third-party company and BTO will be responsible for any and all fees for these services. BTO's payroll will reflect permit charges on the same day that the permit is requested, not from the load payroll the permit is tied to.
      3. IFTA: PDP agrees to keep all the appropriate truck mileage and tax records to report based upon records collected from BTO. PDP will file all weight distance taxes for BTO for said weight distance tax forms including OR, KY, NM, and NY. PDP will charge $100 per truck per quarter to calculate and file the quarterly IFTA tax return. In addition, any amount owed for IFTA report by PDP will be paid by PDP and deducted from BTO's payroll accordingly. IFTA charge will reflect on BTO's payroll online one week prior to the IFTA due date, which is the last business day of the month. BTO may not file IFTA; PDP must do all IFTA filing.BTO understands this and must provide all necessary information required to process the filing.
      4. LOAN PAYMENTS: These payments, if applicable, are laid out on BTO's dashboard online. BTO agrees to the terms and conditions as specified online.
      5. INSURANCE FEES AND PAYMENTS: The details regarding insurance payments are laid out on BTO's dashboard online and are enforced per section 4 of this BTO agreement.
      6. EQUIPMENT PAYMENTS: The details regarding equipment payment are laid out in equipment lease agreement Schedule A, B and C. If BTO does not sign the agreements, payroll will be delayed. Equipment terms are also available on BTO's online payroll dashboard.
      7. DRUG AND ALCOHOL FEES: BTO agrees to be enrolled in PDP's consortium program and understands that no fee will be applied to BTO's payroll for being part of the enrolled program. BTO will not be charged for any and all fees relating to pre-employment or random tests from BTO's payroll after the results are received.
      8. TOLL ROADS: BTO is responsible for paying for all toll fees. PDP may advance BTO to help cover toll expenses and will deduct it from his/her online payroll account.
      9. PARKING FEES: If equipment owned or being leased by BTO is parked 5 or more days a month, no matter at what intervals, at the parking yard adjacent to the Cedar Hill TX Admin/Billing Office, BTO will be charged a $95 monthly parking fee for each slot where the equipment is parked. Thus, for example, a truck alone is $95, a trailer alone is $95, and a truck/trailer unit combination is $95.
      10. EFS/TCS FUEL CARD & EFS/TCS CHECKS TRANSACTIONS: Fuel, cash, oil, additives & scale charges will be posted on payroll within 15 minutes of being purchased by the fuel card. PDP passes 100% of the fuel discounts back to BTOs resulting in huge savings for their operational cost. The fuel discounts are possible due to PDP's relationship with Apex Capital Corp and EFS LLC. PDP passes 100% of the fuel discounts back to BTOs resulting in huge savings for their operational cost, save an average of 30 cents per gallon and pay $0 transaction fees for fuel purchases at in-network locations, all discounts are available at the point of sale. The fuel discounts are possible due to PDP's relationship with Apex Capital Corp and EFS LLC. This fuel card is accepted at thousands of truck stops in the US and Canada including the discount partners like TA and Petro, Ambest, Road Ranger, Sapp Bros, Speedway, PWI and more. BTO's Fuel card can be put on hold per section 4.j.
      11. OVER-ADVANCE FEES: PDP has multiple reserve accounts that are calculated together for an overall balance. This includes Payroll Reserve, Maintenance/Emergency Reserve and Loan. Fuel Reserve is NOT included in overall balance. If the sum of the mentioned accounts come to over -$1,000, the advance will NOT be given. Advance requests for accounts with a negative balance up to $1,000 will be determined at the time of the request. Any advances given from PDP to BTO are drawn from payroll account and remain negative until the next delivered load is processed. All advance requests must be submitted in writing to billing@pdptruckinginc.com. NO EXCEPTIONS! After hours will only give repair/toll/operational expense advances during after hours by an office personnel but the transaction will not be posted on BTO’s online dashboard until next business day with an appropriate advance fee. No personal advances will be given after hours. All personal advances must be requested during business hours from a billing department representative. No more than $250.00 personal advance will be given within seven calendar days. BTO must be under a load to be eligible for an advance, said load should be sufficient to cover the advance, fees and any negative balance on payroll account. If BTO is not under a load, then BTO will not receive advancement. If maintenance account is not enough to pay for the repair, the remaining will be transferred from the payroll account. If the remaining funds make the payroll account negative, this will be considered as an advance and the following advance fees apply:
          ✓ $1-$500 = 5%
          ✓ $501-$1000 = 10%
          Any advances over $1000 must be for emergency purpose only, otherwise they will be rejected instantly. PDP is NOT a bank, so if you need an advance for personal reasons then consider a personal loan from a financial institution.
   10. REASONS FOR BTO EFS/TCS FUEL CARD PUT ON HOLD & RATE CONFIRMATION NOT SIGNED OR PROCESSED (This list is not all-inclusive):
       1. Any log violations occur within the day, including but not limited too: missing signatures, driving without available drive time, form & manner issues and etc.
       2. Failure to complete the quarterly inspection by the last day of each quarter as described in BTO Guidelines Manual section 3.6.2.
       3. FUEL CARD will be reinstated and we will process all RATE CONFIRMATIONS once the violations above are corrected.
   11. REASONS FOR BTO PAYMENTS ON HOLD (This list is not all-inclusive):
       1. PDP is not listed on PODs/BOLs. Loss of PODs/BOLs. PODs/BOLs is not signed by consignee/receiver.
       2. Missing PODs/BOLs, pages are missing for extra stops. Damaged freight (Customer or Deductible fee may apply).
       3. Wrong delivery made (Customer or Deductible fee may apply). Freight shortage (Customer or Deductible fee may apply).
       4. Outright refusal to accept terms of this BTO agreement and/or PDP Guideline Manual.
       5. BTO does not have all required paperwork completed with Administration, Safety & Compliance or Billing Departments.
       6. Logbooks, fuel receipts, maintenance receipts for repairs and any other report are NOT turned as required by PDP.
       7. When BTO is terminated, all reserves and payroll accounts will be on hold until all required paperwork and equipment from BTO is received by Billing, Administration or Safety Department. All must be sent via traceable mail or returned in person to PDP's Cedar Hill TX terminal.
5. BTO RELATIONSHIP AND INDEMNITY: The relationship of BTO and PDP shall, at all times, be that of a BTO, except that PDP shall be the agent for BTO for the collection of charges, when PDP collects such charges from customers. BTO represents and warrants that the drivers he utilizes pursuant to this agreement herein are competent and properly licensed drivers and are fully informed concerning their responsibilities for the protection and care of the involved lading. BTO agrees to pay the subject driver’s salary and to be responsible for workman’s compensation coverage, if applicable, and all taxes based on said salary and operation. BTO will be paid under the 1099-Misc federal tax form by PDP. BTO unconditionally waives and releases PDP from any claim for benefits based on any past services rendered to PDP under this agreement. BTO will assume full and complete responsibility for all drivers utilized by it in the performance of all obligations under this agreement. In recognition of the BTO relationship, which exists between the relevant Parties, it is acknowledged that BTO has the right to determine the manner and means of performing all work hereunder. BTO has the right to decide what work to perform under this agreement and is free to accept or reject assignments from PDP, provided, however, that when work is accepted by BTO, the work will be performed in accordance with the term of this agreement, the requirements, if any, of PDP’s customers, and applicable Law. In no event will any contracts or statements of PDP be deemed, construed, or implied to control, direct, or infringe upon BTO’s right to control or actually control the manner and means of BTO’s performance of the services contemplated in this Agreement. To the maximum extent allowed by Applicable Law, BTO agrees to defend, indemnify, and hold PDP harmless from any damage, loss, personal injury (including death), cost, or expense, including, but not limited to, attorney's’ fees and defense costs incurred by PDP, arising out of or in connection with: (i) any breach of this agreement by BTO or its employed driver(s); (ii) any negligent act or omission of BTO or its employed driver(s) (except to the extent such claims are limited by application of this agreement); or (iii) any claim, demand, suit, action, or grievance brought on by any driver, union, state, provincial, or federal agency, or other person arising out of or in connection with the operation of the equipment or the provision of driver services pursuant to this agreement. This obligation on the part of BTO is continuing and shall survive the expiration of the term of this agreement.
6. MODIFICATIONS: The BTO agreement between PDP and BTO and the terms and conditions of this document cannot be changed or terminated orally. The terms and conditions contained in this document may be updated by PDP from time to time. Continued use of PDP’s services by BTO for a period of ninety (90) days after BTO is advised of any such update shall constitute BTO’s acceptance of the revised terms and conditions. The BTO agreement between PDP and BTO, supplemented by these terms and conditions, constitutes the entire agreement between PDP and the BTO concerning the subject matter thereof and shall be binding upon the parties' respective successors and assigns, but may not be assigned by BTO without PDP’s prior written consent. No delay or failure on PDP's part in exercising any right, privilege, or option hereunder shall operate as a waiver thereof or of any other right, privilege or option. No waiver whatsoever shall be valid unless in writing, signed by PDP, and then only to the extent therein set forth. If any term or provision of this BTO agreement is held invalid, illegal or unenforceable in any respect under any law, statute, rule or regulation of any jurisdiction, by a court competent to make such a decision, then such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability and the remaining terms and provisions shall not be affected, but shall remain in full force and effect.
7. GOVERNING LAW, VENUE AND WAIVER OF JURY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL ISSUES RELATING TO THE TRANSACTIONS DESCRIBED HEREIN SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, IT BEING RECOGNIZED BY THE PARTIES THAT ISSUES SUCH AS CREATION, PERFECTION AND PRIORITY OF THE SECURITY INTEREST GRANTED TO PDP MAY BE GOVERNED BY THE LAWS OF THE JURISDICTION IN WHICH THE COLLATERAL SECURITY IS LOCATED OR DEEMED TO BE LOCATED. CLIENT HEREBY CONSENTS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF TEXAS. IF CLIENT PRESENTLY IS, OR IN THE FUTURE BECOMES, A NONRESIDENT OF THE STATE OF TEXAS, CLIENT HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO CLIENT, AT CLIENT'S ADDRESS APPEARING IN PDP’S RECORDS AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED AS AFORESAID. CLIENT HEREBY WAIVES CLIENT'S RIGHT TO TRIAL BY JURY IN ANY SUIT OR PROCEEDING ARISING UNDER OR RELATING TO THIS AGREEMENT.
8. PREVIOUS AGREEMENTS: This BTO agreement has references to Guideline Manual. Any and ALL previous contracts, agreement or handbooks are VOID if the version is old and/or they contradict this BTO agreement and Guideline Manual. Always refer to the latest versions of the BTO agreement and Guideline Manual. This BTO agreement Version May 2020 works together with the Guidelines Manual Version May 2020.
9. CONTINUOUS QUALIFICATION REQUIREMENTS: To stay an active BTO with PDP, all BTOs must meet the following qualifications at all times, or else this contract is terminated effective immediately without a written notice.
   1. Meet all Federal Motor Carrier Safety Regulations requirements.
   2. Have a valid Commercial Driver's License with proper endorsements. No current license suspension/revocation. A work permit is not a replacement for a driver’s license. BTOs must have a valid USA Driver’s License.
   3. No major traffic violations in the last 3 years: a) Reckless/careless driving. b) Driving while intoxicated or under the influence of drugs. c) Hit and run, leaving the scene of an accident, failure to report an accident. d) Excessive speeding as defined by the D.O.T., any single offense for any speed 15 mph or more above the posted speed limit.
   4. No more than 3 moving violations within the last 3 years and no more than 1 moving violations within the last 12 months.
   5. No preventable accidents involving a fatality, bodily injuries treated away from the accident scene, or disabling damage to a motor vehicle within the last 3 years. (Disabling damage means damage that precludes departure of any motor vehicle from the scene of the accident in its usual manner in daylight after simple repairs). This includes damage vehicles that are drivable, but would incur further damage, if so driven.
   6. One year of verifiable experience in the operation of tractor/trailer equipment.
   7. Maintain equipment under DOT regulation standards.
   8. An ongoing self-dispatch training.
10. TERMINATION PROCEDURE:
    1. WILLFUL CONTRACT TERMINATION PROCEDURE: BTOs are not required to be devoted to full-time services to PDP. The term of this agreement shall be perpetual, provided that either party may terminate by giving 10 days written notice to the other. The remaining positive balance due to the loads will be paid as usual except any deposit, fuel reserve and maintenance reserve balances which will be released after 30/60 days, when all of the followings has been completed: PDP’s returning equipment has been inspected for damages and repaired. All reasons in section 4.k for payment on hold must be satisfied.
    2. ABANDONED LOAD AND/OR EQUIPMENT: Any BTO who quits while under a load with PDP will be charged a recovery fee, which will be determined according to fees assessed to recover the load, and/or PDP’s equipment, etc. If the BTO is not under a load, the fee will be determined by the cost to recover PDP’s equipment. Additional fees may be charged for any breaches in this BTO agreement.
    3. IMMEDIATE CONTRACT TERMINATION EXAMPLES: In the case of the following example, this contract is null and void for the following:
       1. Possessing or storing of intoxicants on company property.
       2. Starting work day in an intoxicated or drugged condition, or consuming drugs or alcoholic beverages at any time during the operation of a commercial motor vehicle.
       3. Possessing or storing on PDPs property or its customer’s, any firearms, knives, explosives or weapons.
       4. Stealing or damaging PDP’s or its customer’s property.
       5. Using PDP’s property without proper authorization or in an improper manner.
       6. Fighting or assaulting PDP’s office personnel.
       7. BTOs will sign their own logbooks at the start of their workday and at the end of each workday. BTO’s will not sign another BTO's logbook nor falsify records or log books.
       8. Any BTO who has an accident because of recklessness.
       9. Failure to report all accidents and injuries including damages to customer property to PDP Administration office.
       10. BTOs will not permit any unauthorized personnel aboard a vehicle in care without proper management authorization per FMCSA regulation.
       11. Gambling on PDP’s property.
       12. Disclosing confidential information will result in contract termination. Such confidential information includes but is not limited to customer records, billing sheets, personnel files, and payroll information of other BTOs.
       13. Violating the Sherman Act, price fixing or discussing our prices with the competition is strictly prohibited.
       14. Inefficiency, carelessness, negligence, laziness, poor housekeeping, and other undesirable behaviors, which affect performance.
       15. Falsifying any PDPs records.
       16. Conviction of a felony or misdemeanor, which results in confinement.
       17. Removing any material from any load, or customer's premises.
       18. BTO not wearing approved footwear/attire per shipper/consignee requirements.
       19. Refusing or tampering with alcohol test and/or drug test per PDP Guideline Manual.
       20. Sexual Harassment.
       21. Committing an immoral or indecent act while operating under PDP’s MC Authority regardless of whether the act was committed during the workday or not.
       22. Repetitive Customer complaints regarding self dispatching issues and/or load pick up and delivery issues.
       23. BTO is continuously arguing with PDP’s Team Members.
       24. BTO is fighting, assaulting or threatening PDP’s Team Member.

BTO CERTIFICATION: