Big YAAD® Inc. FREIGHT AGENT AGREEMENT

THIS INDEPENDENT FREIGHT AGENT AGREEMENT may be amended, restated, supplemented or modified from time to time.
This Agreement is entered into between Big YAAD Inc (Company) with Corporate Offices at Houston, TX. and Signee (Freight Agent or Agent).

a. Freight Agent represents to have sufficient time and resources to perform all customary freight brokering activities in a proper and timely manner.
b. Freight Agent's best effort shall be put forth using all resources and abilities to further the interests of the Company.
c. Freight Agent represents and warrants to the Company the capacity to enter into this Agreement.
d. Freight Agent represents and warrants to the Company the ability to enter into this Agreement being fully able to perform all customary freight brokering activities.
e. Freight Agent represents and warrants to the Company there are no limitations or restrictions by any agreements or understandings between Freight Agent and any other person or persons (natural person, corporation, partnership, limited liability partnership, LLC, or other entity of any nature).
f. Freight Agent agree to observe the reasonable rules, regulations, policies and procedures which the Company may now or later establish governing the conduct of its business, except to the extent that any such rules, regulations, policies and procedures may be inconsistent with the terms of this Agreement, in which case the terms of this Agreement shall control.
Section 1 - Freight Agent Responsibilities:
Freight Agent is responsible for all activities customarily associated with freight brokering.
Specific activities and responsibilities include but is not limited to:
a. Finding Shippers, Carrier/Trucks and booking Freight.
b. Monitor each Load booked by Agent through pickup, transporting, delivery and invoicing.
c. Aiding to resolve all adverse issues which may occur while a Load is in transit.
d. Keeping Shipper and Consignee abreast of Load status while it is in transit.
e. Submitting all required paperwork such as POD, BOL, RateCON, Invoices etc. to company's accounting department or person designated by company.
Section 2 - Term and Termination:

a. This Agreement begins on the date signed or electronically accepted and continue for twelve consecutive Months.
b. This Agreement, and Freight Agent's relationship with the Company, may be terminated prior to the expiration Date (or any date extended to by the Freight Agent and the Company) under the following conditions:
I. Written agreement of both parties.
II. Automatically upon Freight Agent's death.
III. By written notice given by the Company at any time due to the Freight Agent being unable to perform customary freight brokering activities under this Agreement for twenty-one (21) or more days because of any physical, mental or emotional disability.
IV. At any time by the Company for:
a. Willful and/or repeated failure by Freight Agent to perform any of the customary freight brokering activities required of Freight Agent according to this Agreement, which failure has not been cured within ten (10) days after receipt of written notice from the Company.
b. Any material breach by Freight Agent of this Agreement or any material breach by Freight Agent which breach has not been cured within ten (10) days after receipt of written notice of such breach.
c. Misappropriation of any business opportunity where Freight Agent directly or indirectly receives an improper personal benefit.
d. The conviction or plea of nolo contender to a felony or other violation of law involving fraud, embezzlement, misappropriation or moral turpitude.
e. The habitual use of drugs or alcohol.
f. Insubordination consisting of willful activities, actions or influence of others resulting in activities or actions that undermine or negatively impact the performance of company's employees, agents or representatives.
g. Insubordination consisting of willful activities, actions or influence of others which negatively affect the financial or operational performance of the Company or result in damage to the image or reputation of the Company.
V. By the Company at any time, at its election by written notice to the Freight Agent.
VI. By the Freight Agent upon the Company's failure to pay earned compensation as agreed.

Section 3 - Compensation:

I. The Freight Agent shall be compensated at a rate of 50% of weekly income generated by Agent and paid to the company.
II. Weekly payment will be paid within five (5) business days of the end of the week in which services were completed and payment made to company.
III. Amount will not be subject to tax withholdings and deductions (Freight Agent is an independent Contractor).
IV. All expenses associated with the services performed by Freight Agent except factoring fee and Load-Board Subscription are the sole responsibility of the Freight Agent.
V. The Freight Agent must pay all state and federal taxes.
Upon the termination of this Agreement, for any reason, with or without cause, Freight Agent will not be entitled to receive any further payment under this Agreement.

Section 4 - Confidentiality:

Freight Agent agrees that, during the term of this Agreement and at all times thereafter, regardless of the reason for the termination of the relationship and to the maximum extent permitted by law:
a. All information received or exposed to such as videos, scripts, questionnaires, processes and procedures, training, mentoring techniques etc. are proprietary and confidential property of the Company.
b. "Confidential Information" means information belonging or relating to the Company's, affiliates, subsidiaries, and customers that is not publicly available, and includes, but is not limited to client/customer lists, trade secrets, processes, computer processing systems and techniques, compilations of information, including but not limited to, marketing plans and materials, engineering data and specifications, sales data and projections, programs, technical information, identity of customers and potential customers, business plans, promotion and pricing techniques, credit and financial data concerning customers, employees, other Freight Agents, compensation, operations, future or proposed products or services (whether these are planned, under consideration, or in production), and any features of those products or services, information related to financial lists, records, and specifications, all of which are owned or used by the Company, its affiliates, its subsidiaries and customers in operating their businesses.
i. Including:
1. New Developments.
2. Information that Company has obtained from third parties under an obligation of confidentiality. Such Confidential Information may be in tangible, intangible, written or electronic form, may or may not be marked as proprietary or confidential, may be a sketch or drawing, may be a machine or computer program, may be verbal, may be stored in an electronic storage medium, or may be in a combination of forms and/or in forms not enumerated herein.
c. Agent will not disclose any Confidential Information (obtained or created during term of this agreement) to any company or person without the prior written consent of the Company.
d. Agent will not make any use whatsoever of such Confidential Information, except to the extent required in order to carry out customary activities as a Company Freight Agent.
e. Agent will immediately return to the Company all Confidential Information and other property of the Company, its affiliates, subsidiaries, and customers.
f. Agent will not make any use whatsoever of any Confidential Information remembered.
g. Freight Agent agrees that the protections for Confidential Information stated in this Agreement shall expire when the Confidential Information ceases to be a trade secret or confidential information under the law because the information has become available to the public through lawful means.
h. These rights are without prejudice to and do not restrict the Company's rights under the Trade Secrets Act.
i. Furthermore, nothing contained in this Agreement permits the disclosure of Confidential Information, particularly Confidential Information of a client, affiliates, and subsidiaries, or otherwise of the Company, that is subject to an obligation of indefinite confidentiality.
Section 5 - New Developments:
Freight Agent agrees that he shall promptly and fully disclose in writing to the Company, or such other person as the Company may designate, all ideas, methods, inventions, processes, discoveries, "know-how" and writings, including any modifications or improvements of products, new products or applications of existing products developed by, for or on behalf of Freight Agent which relates to the operation of the Company.
a. Freight Agent is obligated to disclose all New Developments made, conceived or promotes, either solely or in collaboration with others, during the term of this Agreement, whether or not they were made or conceived during regular operating Hours.
b. Freight Agent will, during the term of this Agreement and after it has terminated, at the request of the Company, cooperate in the procurement in the name of the Company of patent, utility model, design, and copyright protection to cover New Developments, including the execution of domestic, foreign, continuing, and reissue applications for letters patent, utility models, designs, and copyright registrations and assignments thereof.
c. Freight Agent's cooperation will include executing all documents, making of all rightful oaths, testifying in all proceedings in governmental offices or in the courts concerning New Developments, and generally doing everything possible to aid the Company in obtaining, enjoying, and enforcing proper protection of New Developments.
d. Freight Agent acknowledges that all such New Developments are the exclusive property of the Company.
e. Freight Agent hereby assigns any and all rights, title, and interest in and to any New Developments, including the right to publish or not publish any New Developments, and the rights in and to all letters patent and copyright registrations and applications for letters patent, utility models, designs, and copyright registrations and convention and other priority rights relating thereto, and all such rights shall become and remain the property of the Company, unless reassigned in writing by the Company.
f. Freight Agent further understands that the absence of a request by the Company for information, or for the making of an oath, or for the execution of any document, shall in no way be construed to constitute a waiver of the Company's rights under this Agreement.
Section 6 - Existing Obligations:
a. Freight Agent has disclosed to the Company all continuing obligations with respect to confidentiality, non-competition, non-solicitation, and the assignment of Inventions to any previous employers and or companies for which services has been provided as an independent Freight Agent.
b. Freight Agent understands that the Company does not seek any confidential information which Freight Agent may have acquired from a previous employer, and Freight Agent will not disclose any such information to the Company.
c. The term "Inventions" include procedures, systems, machines, methods, processes, uses, apparatuses, compositions of matter, designs, or configurations, computer programs of any kind, discovered, conceived, reduced to practice, developed, made, or produced, or any improvements to them, and shall not be limited to the meaning of "Invention" under the United States patent laws.
Section 7- Copyright Materials:
a. All writings and other works which may be copyrighted (including computer programs) which are related to the present or planned business of the Company and are prepared by Freight Agent while performing freight brokering activities with Company, shall be to the extent permitted by law, deemed to be works for hire, with the copyright automatically vesting in the Company.
b. To the extent that such writings and works are not works for hire, Freight Agent agrees to the waiver of "moral rights" in such writings and works, and to assign to the Company all rights, title and interest, including copyright in such writings and works.
Section 8 - No Solicitation:
a. During the term of this Agreement and for a period of twenty-four (24) consecutive calendar months thereafter, Freight Agent shall not, directly or indirectly, in any capacity, without the prior written consent of the Company, which may be granted or withheld in the Company's sole and absolute discretion.
i. Solicit any business pertaining to the Business of the Company from any client of the Company or its affiliates of which Freight Agent had reason to know as client or prospective client of the Company or its affiliate.
ii. Agent will not request, induce, or advise any such client or prospective client to withdraw, curtail, or cancel such business with the Company, its affiliates or its subsidiaries.
iii. Freight Agent will not accept any business from any such client or prospective client.
iv. Freight Agent acknowledges and agrees that the contents of this section are fair and reasonable and waives any defenses that he may in the future claim against enforcement on the basis of public policy principles, excessive scope, duration or geographic coverage or on any other basis.
v. If notwithstanding the foregoing the provisions of this section should ever be deemed to exceed the scope, time or geographic limitations of applicable law regarding covenants not to compete, then such provisions shall be reformed to the maximum scope, time or geographic limitations, as the case may be permitted by applicable laws.
Section 9 - No Raiding:
a. Freight Agent will not, alone or with others seek to engage, employ, or retain any current or previous employee of company without written consent from company during the term of this agreement.
b. Freight Agent will not, alone or with others seek to engage, employ, or retain any current or previous employee of company without written consent from company for a period of twenty-four (24) consecutive calendar months after this agreement ends or freight agent's independent agent relationship with company is mutually terminated.
c. Freight Agent will not solicit, induce, or persuade any individual to terminate employment relationship with the Company.
Section 10 - Non-disparagement:
a. Freight Agent shall not make statements or criticisms adverse to the interests of the Company and its affiliates, subsidiaries and customers.
b. Freight Agent will not take any actions that embarrasses or humiliates the Company, its affiliates, subsidiaries, and customers.
c. Freight Agent will not cause or contribute to the Company and its affiliates, subsidiaries and customers being held in disrepute by the public.
d. Freight Agent will not cause or contribute to the Company, its affiliates, subsidiaries and customers being held in disrepute by other Freight Agents.
e. Freight Agent will not make any disparaging statements concerning or critical of the Company, its affiliates, subsidiaries and customers.
f. Freight Agent will not make negative statements or comments to public forums, news and social medias regarding company, its affiliates, subsidiaries and customers.
Section 11 - Cooperation:
a) Freight Agent agrees to cooperate on a reasonable basis in the truthful and honest prosecution and defense of any claim in which the Company, its affiliates, subsidiaries and customers may have an interest.
b) Freight Agent will be unconditionally available to participate in any proceeding involving the Company, its affiliates, subsidiaries and customers.
c) Freight Agent agree to be interviewed by representatives of the Company, its affiliates, subsidiaries and customers without asserting or claiming any privileges.
d) Freight Agent agree to appear for depositions and testimony without a subpoena and without asserting or claiming any privileges.
e) Agent agrees to produce and provide any documents or names of persons with relevant information on request without asserting or claiming any privileges.
f) Company may at its own discretion assist Freight Agent with reasonable compensation for the time actually expended in such endeavors.
g) Company may at its own discretion assist freight agent with reasonable expenses incurred when requested by agent.
Section 12 - Use of Images:
a) Freight Agent agree to permit the Company and its agents to use and distribute for lawful purposes; all photographs taken of Freight Agent during the term of this agreement without limitations.
b) Freight Agent waives all rights of prior inspection or approval and releases the Company and its agents from any and all claims or demands which he may have on account of the lawful use or publication of such photographs.
Section 13 - Remedies:
a. Freight Agent acknowledges and agrees that the Company's remedy at law for a breach or threatened breach of the provisions of this Agreement would be inadequate.
b. Freight Agent agrees that in the event of a breach or threatened breach of any provision of this Agreement by agent, in addition to any available remedy at law, the Company shall be entitled to, without posting any bond, specific performance, temporary restraining order, temporary or permanent injunction, or any other equitable relief or remedy which may then be available.
c. Freight Agent agrees that nothing relieve the company of its burden to prove grounds warranting any relief.
d. Freight Agent is not precluded from contesting any grounds or facts in any case.
e. Company is not precluded or prohibited from from pursuing any remedies available to it for breaches or threatened breaches.
f. Freight Agent agrees that if Company institutes any action in Court or in connection with any arbitration proceeding, Freight Agent will reimburse the Company for all costs incurred in enforcing its rights, including but not limited to reasonable attorney fees.
Section 14 - Survival of restrictive Covenants:
Obligations which Freight Agent has untaken according to this agreement survives the termination of this agreement where relevant and sensible at company discretion.
Section 15 - Materials, Supplies, Equipment and Tools:
Freight Agent will provide at own expenses the Tools and software required to accomplish all freight brokering activities.
Section 16 - Binding:
a) Freight Agent has no authority to enter into contracts or agreements on behalf of the company.
b) This agreement does not create a partnership between the agent and company.
Section 17 - Declaration by independent Freight Agent:
Freight Agent declares and states compliance with all state, federal and local laws regarding any necessary permits and licenses required to do freight brokering activities required under this agreement.
Section 18 - Laws and Consent to Jurisdiction:
a. The validity, construction, interpretation, and enforceability of this Agreement shall be determined and governed by the laws of the State of Texas without giving effect to the principles of conflicts of law.
b. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction and agree that such litigation shall be conducted in, any federal or state courts of the State of Texas.
Section 19 - Severability:
1) The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
2) The Parties agree that these covenants are reasonable.
3) Without limitations, it is the intent of the parties that these covenants be enforced to the maximum degree permitted by applicable law.
4) As such, the parties ask that if any court of competent jurisdiction were to consider any provision of this Agreement to be overly broad based on the circumstances at the time enforcement is requested, that such court "blue pencil" the provision and enforce the provision to the full extent that such court deems it to be reasonable in scope.
Section 20 - Rules and Regulations:
The Company has a right to make and enforce any other rules and regulations not contrary to this Agreement which will also govern Freight Agent's relationship and conduct with the Company.
Section 21 - Miscellaneous, Waiver:
a) Freight Agent further agrees that this Agreement sets forth the entire Agreement with Company and supersedes all prior agreements.
b) This Agreement shall not be amended or added to except in writing signed by the Company and Freight Agent.
c) Freight Agent understands that agent cannot assign obligations under this Agreement to any other parties.
d. Company may assign this Agreement to any of its affiliated companies, at any time without freight Agent's consent or acceptance.
Section 22 - Counterparts:
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute the same Agreement.
Section 23 - Successors and Assigns:
This Agreement shall be binding on the successors and heirs of the Freight Agent and shall inure to the benefit of the successors and assigns of the Company.
Section 24 - Notices:
Any notice required or permitted shall be in writing and shall be sufficiently given if personally delivered or if sent by registered or certified mail, postage prepaid, with return receipt requested, as follows:
a. Company: 4200 Cypress Creek Pkwy, Apt. 427, Houston TX 77068.
b. Freight Agent: Last known address as reflected in the Company's records, or address as Freight Agent shall designate by written notice to the Company.
Section 25 - Signatures:
Parties agree that a checked box signify acceptance and agreement to these terms and conditions.