Terms of Service - Shippers
Last updated 11/17/2025
RECITALS
A. BROKER, operating from the State of Texas as “uShip Concierge LLC,” DBA “uShip Logistics LLC,” is licensed as a Property Broker by the Federal Motor Carrier Safety Administration (FMCSA) in Docket Number MC-973139 and, as a licensed broker, arranges for freight transportation for compensation.
B. SHIPPER, to satisfy some of its transportation needs, desires to utilize the services of BROKER to arrange for transportation of SHIPPER’s freight.
NOW, THEREFORE, intending to be legally bound, BROKER and SHIPPER agree as follows: Agreement
SECTION 1. SCOPE OF SERVICES AND DURATION OF AGREEMENT. BROKER agrees to
arrange for transportation of SHIPPER’s freight pursuant to the terms and conditions of this Agreement and in compliance in all material respects with all federal, state and local laws and regulations relating to the brokerage of the freight covered by this Agreement. BROKER’s responsibility under this Agreement shall be limited to arranging for, but not actually performing, transportation of SHIPPER’s freight.
BROKER warrants that it has entered into, or will enter into, bilateral written contracts with each Carrier it engages to perform the transportation services required by this Agreement. BROKER further warrants that those contracts comply with all applicable federal, state and local laws and regulations.
This Agreement between SHIPPER and BROKER shall be perpetual, govern all transactions between the Parties, and continue until severed or amended in writing with thirty (30) days minimum notice. SHIPPER is not restricted from tendering additional freight to other brokers, freight forwarders, third-party logistics providers, or directly to motor carriers, however, after an individual transaction is assigned and booked with BROKER, SHIPPER agrees to immediately withdraw all related interest and quote requests from alternative vendors.
SECTION 2. DUTIES OF SHIPPER. - To ensure the timely and compliant delivery of freight, the SHIPPER shall assist in preparing and facilitating their items for delivery. As part of all transactions and the Agreement, the SHIPPER agrees to guarantee the following:
A. Right To Ship: SHIPPER warrants it has full and legal ownership or stewardship of freight to be shipped, or has been expressly authorized to ship and/or assign authorized shipping agents on owner’s or buyer’s behalf. Further, SHIPPER warrants the goods shipped are not part of or associated with any illegal or otherwise prohibited activity.
B. Accurate Descriptions: SHIPPER warrants that the descriptions of freight provided to BROKER have been accurately measured and recorded. SHIPPER understands the importance of correct information to the BROKER’s delivery of service. Descriptions include but are not limited to correct VIN number, loading and delivery locations, contacts for pickup and delivery, hours for pickup and delivery, equipment modifications or upgrades, vehicle weight, and first available loading date.
a. Special Note for Vehicle Shipments: Freight not correctly noted as inoperable (engine, flat tire, no steering, can’t roll, etc.), modified (non-factory components, oversized tires, etc.) or that is found to otherwise have inaccurate dimensions or weight, may require additional fees to complete the shipment.
C. Preparation of Freight: Unless explicitly included as part of BROKER’s included services, SHIPPER warrants it will prepare freight for transport to the best of its ability. Preparation of freight includes, but is not limited to:
a. No items may be loose or fragile. All items must be stored and secured including all components or attachments
b. All leaking fluids or systems must be repaired for replaced
c. All alarms disabled
d. All auction or third party release fees settled ahead of communicated loading date, or scheduled by evening prior to loading date
e. All fuel to below ¼ a tank, whenever possible
f. Full preparation of associated legal documents, keys, license plates, release permissions, and gate passes
g. Accurate hours of operations, phone numbers and pickup and delivery contacts with availability during loading and delivery windows
SHIPPER may request a full advisement from BROKER as to all recommended and common sense preparations. Transactions not in compliance with any of the above may be subject to penalty fees, especially detention or dry-run fees charged to BROKER by Carrier.
D. Assignment of Authorized Agents: Should SHIPPER not be available at time of pickup or delivery, SHIPPER shall designate and authorize pickup and/or delivery agents, or Assigned Contacts to fulfill the SHIPPER’s obligations of timely communication, documenting cargo condition and signing of the Bill of Lading (BOL). Execution of this duty will help ensure the efficient and timely delivery of freight. Authorized agents can be neighbors, friends, family or anyone the SHIPPER deems trustworthy of managing the SHIPPER’s duties.
E. Missed Pickup or Delivery: SHIPPER warrants it or its authorized agents will be available for pickup and delivery windows as arranged by BROKER. Pickup or delivery appointments missed by one hour or more may result in rescheduling of the shipment, redelivery fees, or even third party storage charges as SHIPPER’s expense. All fees incurred will be the responsibility of the SHIPPER. If freight is placed in local storage, it will be the duty of SHIPPER to retrieve freight and BROKER will not be liable for additional transport services. In rare situations, Carrier may leave freight at a provided delivery address if SHIPPER is unable to be contacted. If so, keys will be left in the car’s glove box, fuel door, under the seat, or otherwise out of sight. Carrier and BROKER are not liable for theft, damage or incidents related to freight delivered without SHIPPER or authorized contacts present.
F. Restricted Access: SHIPPER warrants pickup and delivery locations are easily and reasonably accessible for Carrier. It will be the Carrier’s final decision as to the safety and accessibility of locations. Should Carrier deem a location unfit, the SHIPPER agrees to work with Carrier and BROKER to identify a mutually agreeable, local alternative(s).
G. Extra Cargo: SHIPPER agrees to notify BROKER if it or anyone else adds additional cargo to the freight originally identified and quoted for transport. This includes but is not limited to extra items such as household or commercial goods or personal effects. Allowance for such items will be at the sole discretion of the Carrier and BROKER and are subject to additional fees.
H. Upgrades: SHIPPER understands opportunities may exist for service upgrades in equipment, delivery timing or inclusion of additional freight. Opportunities to service such requests are not guaranteed and will be fulfilled at the sole discretion and choice of the BROKER. Additional charges may apply.
I. No Hazmat: SHIPPER warrants it will not place hazmat items in cargo. SHIPPER also agrees to the hazmat terms as defined in (Section 8) of this Agreement.
J. Payment to Carriers: Most commonly, BROKER will pay its Carriers via 2-DAY ACH payment, after receiving a signed BOL from Carrier showing no damage or contractual reason to recommend offsetting or delaying payment. By default, SHIPPER or Assigned Contacts will not need to participate in satisfying payment to Carriers and BROKER will manage this part of the transaction on SHIPPERS behalf, including notifying Carriers of how they shall receive transactional payment and paying Carriers after they deliver their assigned cargo. When participating in special partnership programs or when a SHIPPER has sourced their uShip Logistics transportation rate directly from uShip.com, this procedure may change and SHIPPER or Assigned Contacts may be asked to participate in the Carrier payment process through the use of a payment code given to Carrier at delivery. In advance of these cases, BROKER shall notify SHIPPER of inclusion of the program and use email or third party technology to provide transactional guidance as to how payment codes function and ensure easy transactional access to the code for all parties. Contact your BROKER account manager for additional information.
K. Receipts and Bills of Lading (BOL): SHIPPER is advised to request copies of their BOL at the time of pickup or delivery. SHIPPER’s insertion of BROKER’s name on the bill of lading shall be for SHIPPER convenience only and shall not change BROKER’s status as a property broker. The terms and conditions of any freight documentation used by BROKER or Carrier selected by BROKER may not supplement, alter, or modify the terms of this Agreement. SHIPPER agrees to not request any documents from BROKER-assigned Carrier except for BOL, condition reports, insurance information and/or publically available information. All other Carrier or transactional documents must be requested through BROKER.
L. Inspection of Freight: At the time of pick up, SHIPPER or Assigned Contacts and Carrier will carefully inspect the freight for pre-existing damage by completing a signed vehicle inspection and detailing damage on the BOL. The Carrier and SHIPPER or Assigned Contacts will both acknowledge the condition of the freight and SHIPPER or Assigned Contacts will sign the BOL. At the time of delivery, SHIPPER or Assigned Contacts will carefully inspect the vehicle for transportation damages. The Carrier and SHIPPER or Assigned Contacts will both acknowledge the condition of the freight and SHIPPER will sign the Bill of Lading. Damage must be noted in the proper place on the Bill of Lading and signed by SHIPPER regardless of weather conditions, time of day or day of week. Signing the Bill of Lading without notation of any damage verifies that SHIPPER has received its freight in satisfactory condition, and that BROKER and its agents are relieved of any further responsibility. SHIPPER understands that not noting damage on BOL may void Carrier and/or BROKER’s liability for damages. Photos with evidence of item condition and location are encouraged at all stages of service.
SECTION 3: DUTIES OF BROKER. - As part of all transactions and the Agreement, the BROKER agrees to perform the following for the SHIPPER:
A. Response Custom Quotes: BROKER shall provide transportation quotes for SHIPPER via email, phone, or text. Quotes provided to SHIPPER shall be returned within a target of sixty minutes or less, but no greater than 48 hours. All quotes shall be valid for a period of thirty (30) days unless otherwise noted by the BROKER.
B. Qualification of Carriers: BROKER shall maintain a list of qualified and unqualified Carriers for the benefit and quality control of the SHIPPER. All Carriers shall meet the insurance minimums outlined in (Section 4) of this Agreement, and authority in compliance with applicable Federal and State laws. These standards shall be monitored on an ongoing basis and manually spot checked at the time of dispatch.
C. Professionalism of Carriers: BROKER shall make a good faith effort to manage the professionalism of its Carriers on SHIPPER’s behalf. This effort will be executed through the maintenance of an internal “Do Not Use” list and the review of a Carrier’s industry feedback rating from uShip.com, or equivalent industry dispatch platform, at the time of each and every dispatch. BROKER shall remove any Carrier from load eligibility at SHIPPER’s written request.
D. Contracts and Offset Provisions: As outlined in (Section 1) of this Agreement, BROKER agrees to maintain written contracts with all Carriers used for transportation. Within (90) days of this Agreement’s execution, all of BROKER’s Carrier contracts shall also make a good faith effort to secure reasonable protections for additional SHIPPER’s interests, including but not limited to the following:
a. Right to offset, withhold, or delay payment for delays of seven (7) days or more b. Right to offset, withhold, or delay payment if provided evidence of damage c. Right to offset, withhold, or delay payment for failure to complete signed BOL d. Right to offset, withhold, or delay payment for provide clear, complete and well lit photos of cargo at loading and delivery
e. Right to offset, withhold, or delay payment for failure to abide by terms and conditions of transactional dispatch sheets. The inclusion of such offset terms are for the SHIPPER’s benefit and designed to help ensure SHIPPER is treated fairly and professionally during exceptions related to delays, unprofessional behavior, and cargo damage.
f. Right to offset, withhold, or delay payment for harm related to customer service failures
E. Dispatch, Status and Delivery Notices: BROKER shall provide SHIPPER timely and proactive notices, via email, upon the dispatch and delivery of transactions. Status updates may be requested at any time via email, phone, or text.
F. Timely Invoicing: BROKER shall invoice SHIPPER for completed transportation no later than seven (7) days after delivery. For additional details, see (Section 7) of this Agreement.
G. Quarterly Reporting: Upon request, BROKER shall provide reports to SHIPPER that share data related to BROKER on-time performance, dispatch timelines, and Accounts Payable.
H. Payment to Carrier: Broker shall ensure timely payment to all assigned Carriers on SHIPPER’s behalf, according to the terms of its standard Broker Carrier Agreements and terms described in SECTION 2. DUTIES OF SHIPPER, Subsection J. Payments to Carriers,” herewith this Agreement.
SECTION 4. INSURANCE. Carriers sub-contracted by BROKER will be required to furnish evidence of a minimum $1,000,000 Auto Liability Insurance and $100,000 truckload Cargo Insurance, with each policy effective on and up to 10 days after the latest expected date of delivery. For the purposes of this Agreement, “evidence” shall be defined as insurance
certificates provided directly from the Carrier’s insurance company, from third-party insurance monitoring platforms, or Carrier’s profile on marketplaces. Within five (5) days of assignment, all Carriers leveraged by BROKER shall have BROKER named as a Certificate Holder on their cargo and liability policies, either directly with BROKER or through BROKER’s third-party
insurance monitoring platform(s).
BROKER also agrees to procure and maintain non-primary liability and cargo insurance at its own expense, and include coverage for free on SHIPPERS behalf for all eligible assignments and at all times during the term of this Agreement. SHIPPER understands BROKER policy is not supplementary and shall not be the primary path to resolution in any dispute. BROKER’s policy shall be maintained as backstop to provide additional safeguards for the Parties against Carrier fraud, deception, or misrepresentation. BROKER’s policy is eligible for transactions where the assigned Carrier has policies with an AM Best A+ rating for the following instruments:
A. Auto Liability Insurance $ 1,000,000 minimum
B. Cargo Insurance $ 100,000 minimum
At no time shall BROKER’s non-primary policies provide more than $1,000,000 in coverage for Contingent Auto Liability or $250,000 for Contingent Cargo Insurance. If requested, at any time BROKER shall submit to SHIPPER a certificate of insurance as evidence of sufficient and current coverage.
Additionally, SHIPPER may request BROKER source a Carrier with higher-than-minimum amounts on any specific transaction, or only with AM Best A+ ratings, but acknowledges transport rates, average dispatch time and transport times may be adversely impacted. SHIPPER may also request for BROKER to purchase supplemental or alternative transactional insurance at SHIPPER expense.
SECTION 5. SURETY BOND. BROKER shall maintain a surety bond or trust fund Agreement as required by the Federal Motor Carrier Safety Administration in the amount of at least $75,000 or as otherwise required by the FMCSA and furnish SHIPPER customer with proof upon request.
SECTION 6. CLAIMS AGAINST CARRIER OR BROKER.
A. SHIPPER must give notice of cargo loss or damage to BROKER within seven (7) days of loss and provide sufficient supporting evidence of such claims within an additional two (2) days. For purposes of the Agreement, the date of loss shall be the actual delivery date or, in the event of non-delivery, the scheduled delivery date. If requested by SHIPPER, BROKER will attempt to coordinate the claim on SHIPPER’s behalf until insurance agents or authorities require communicating directly with SHIPPER. It is understood and agreed that the BROKER is not a Carrier and that the BROKER shall not be held liable for loss, damage, deductible or delay related to the transportation of SHIPPER's property unless directly caused by BROKER’s negligent acts or omissions in the performance of this Agreement.
Carriers utilized by BROKER shall agree in writing with BROKER to be liable for cargo loss or damage. A Carrier’s cargo liability for any one shipment shall not exceed $100,000 unless a higher amount is allowed as part of assigned Carrier’s insurance policy or BROKER is notified by SHIPPER of the excess value prior to shipment pickup and with reasonable advance notice, within the terms of this Agreement, to allow BROKER and/or the Carrier to procure additional insurance coverage and broker and/or
Carrier confirm such incremental coverage will be included as part of the transaction.
SHIPPER must file any civil action against BROKER in a Court of Law (or commence arbitration) within two (2) years from the date the Carrier or BROKER provides written notice to SHIPPER that the Carrier has disallowed any part of the claim in the notice.
If payment of a full claim is made by BROKER to SHIPPER, SHIPPER automatically assigns its rights and interest in the claim to BROKER. In no event shall BROKER or BROKER’s contracted Carrier be liable to SHIPPER for special, incidental, or consequential damages that relate to loss, damage or delay to a shipment, unless SHIPPER has informed BROKER in written form prior to or when offering a shipment or series of shipments to BROKER, of the potential nature, type and approximate amount of such damages, and BROKER specifically agrees in written or electronic form to accept responsibility for such damages.
B. All Other Claims: The Parties shall notify each other of all known material details of any claims within forty-five (45) days of receiving notice of any claims other than cargo loss or damage claims, and, provide sufficient evidence of such claims within an incremental fifteen (15) days, and, shall update each other promptly thereafter as more information becomes available. Civil actions, or arbitration, if any, shall be commenced within two (2) years from the date either Party provides written notice to the other Party of such a claim.
C. While BROKER will make a good faith effort to facilitate and coordinate rapid claim resolution between Carrier and SHIPPER, SHIPPER understands BROKER is not liable for subsequent charges incurred during resolution. This includes but is not limited to storage fees, return shipping, 3rd party inspections, and towing services.
SECTION 7. INVOICING AND PAYMENT. SHIPPER shall be provided monthly credit by BROKER for BROKER’s advance payment to Carriers delivering SHIPPER’s cargo. Each transaction shall be invoiced within seven (7) days of delivery. SHIPPER agrees to abide by the terms of each transaction’s invoice and stay current on all charges. Failure to make timely payment of invoices may result in termination of services or eligibility for credit.
Unless otherwise stated on an invoice or if participating in uShip Credit programs, payment for BROKER’s services shall be due within thirty (30) days of invoicing. After 30 days unpaid invoices are considered late. BROKER reserves the right to immediately suspend shipping services if SHIPPER has 10% of active invoices more than 30 days past due.
All non-uShip Credit payments made by check or direct deposit must contain UL Order IDs or VINs associated with each invoice. Direct deposits may be set up by contacting accounting@ushiplogistics.com. All check payments shall be made payable to uShip Logistics LLC and sent to the following address for collection:
Address for All Payments Sent by Standard Mail or Courier:
Dallas Regional Lockbox
uShip Concierge LLC
892053
1501 North Plano RD, STE 100
Richardson, TX 75081
Contact your uShip Logistics Account Manager for questions or clarity about invoicing or payment.
SECTION 8. HAZARDOUS MATERIALS. BROKER does not allow shipment of any HAZMAT items.. SHIPPER shall defend, indemnify and hold BROKER harmless from any penalties or liability of any kind, including reasonable attorney fees, arising directly out of SHIPPER’s failure to comply.
SECTION 9. “CURE”/DEFAULT.
A. Both Parties will discuss any perceived deficiency in performance and will promptly endeavor to resolve all disputes in good faith.
B. Default: The following actions, in addition to any other material breach described elsewhere in this Agreement, shall each constitute a material breach of this Agreement:
1. Bankruptcy Code, or any equivalent state law; or such a petition is filed against the Party, under federal or state law which is not dismissed within sixty (60) days.
2. BROKER’s license(s) required for BROKER to perform its obligations under this Agreement is revoked, canceled, suspended, or discontinued for any reason.
C. In the event of the occurrence of any breach(es) listed in Section 9.B, the non-breaching party may terminate this Agreement effective immediately upon written notice to the breaching party.
SECTION 10. INDEMNIFICATION. Subject to the monetary insurance limits in (Section 4), BROKER and SHIPPER shall defend, indemnify and hold each other harmless from and against any claims actions or damages, including, but not limited to cargo loss, damage, or delay and payment of rates and/or accessorial charges to Carriers, arising out of their respective performances under this Agreement, provided, however, the indemnified party shall not offer settlement in any such claim without the Agreement of the indemnifying party which Agreement shall not be unreasonably withheld. If the indemnified party offers or agrees to a settlement for such a claim without the written Agreement of the indemnifying party, the indemnifying party shall be relieved of its indemnification obligation. Neither Party shall be liable to the other Party for any claims, actions or damages due to such other Party’s own negligence or intentional acts. Failure of insurance coverage, for any reason, shall not exonerate either party from its indemnity obligations hereunder. The obligation to defend shall include all costs of defense as they accrue.
SECTION 11. SUBROGATION. SHIPPER acknowledges, reaffirms, and understands this Agreement is with “uShip Concierge LLC,” DBA “uShip Logistics LLC” (BROKER), 708 Congress Ave. SUITE A, Austin, TX 78701, and not the BROKER’s parent company “uShip INC.,” operator of the website “www.uShip.com” and located at 708 Congress Ave.., Austin, TX 78701. BROKER is a fully independent subsidiary of uShip Inc. and makes no claim to represent, transact or operate on its behalf. SHIPPER warrants it will hold uShip Inc. harmless and unaffiliated in all liabilities, duties and advertisements of the BROKER. SHIPPER agrees to not subrogate uShip Inc. in any legal claims against BROKER, or, file any claims against uShip Inc. for the performance of the BROKER or any of the BROKER’s Carriers. Any SHIPPER under the impression it’s working with uShip Inc. as a service provider may cancel their pre-dispatched shipment at any time.
SHIPPER also warrants it will hold BROKER’s officers, executives and management personally harmless and unaffiliated in all liabilities, duties and advertisements of the BROKER. SHIPPER agrees to not subrogate individuals working for BROKER in any legal claims or penalties against BROKER.
SECTION 12. ASSIGNMENT/MODIFICATIONS OF AGREEMENT. Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party. No amendment or modification of the terms of this Agreement shall be binding unless in writing and signed by the Parties.
SECTION 13. SEVERABILITY/SURVIVABILITY.. In the event that the operation of any portion of this Agreement results in a violation of any law, or any provision is determined by a court of competent jurisdiction to be invalid or unenforceable, the Parties agree that such portion or provision shall be severable and that the remaining provisions of the Agreement shall continue in full force and effect. The representations and obligations of the Parties shall survive the termination of this Agreement for any reason.
SECTION 14. INDEPENDENT CONTRACTOR. It is understood between BROKER and SHIPPER, that BROKER is not an agent for the Carrier or SHIPPER and shall remain at all times an independent contractor. SHIPPER does not exercise or retain any control or supervision over BROKER, its operations, employees, or Carriers.
SECTION 15. NON-WAIVER. Failure of either Party to insist upon performance of any of the terms, conditions or provisions of this Agreement, or to exercise any right or privilege herein, or the waiver of any breach of any of the terms, conditions or provisions of this Agreement, shall not be construed as thereafter waiving any such terms, conditions, provisions, rights or privileges, but the same shall continue and remain in full force and effect as if no forbearance or waiver had occurred.
SECTION 16. NOTICES. Unless the Parties notify each other in writing of a change of address, any and all notices required or permitted to be given under this Agreement shall be made in writing and shall be delivered via fax with machine imprint on paper acknowledging successful transmission or email with confirmed receipt), and shall be effective when so delivered to the addresses as follows:
BROKER MAILING INFORMATION (Standard Mail)
Attention: Dispatch Agent of uShip Concierge LLC, DBA uShip Logistics Address: PO Box 684367
City: Austin
State: Texas
Zip: 78768
BROKER MAILING INFORMATION (FedEx, UPS, or Couriers)
Attention: Dispatch Agent of uShip Concierge LLC, DBA uShip Logistics Address: 708 Congress Ave., Suite A
City: Austin
State: Texas
Zip: 78701
Phone: 707-846-5143
Email: dispatch@ushiplogistics.com
SECTION 17. FORCE MAJEURE. Neither Party shall be liable to the other for failure to perform any of its obligations under this Agreement during any time in which such performance is prevented by fire, flood, or other natural disaster, war, embargo, riot, civil disobedience, or the intervention of any government authority, or any other cause outside of the reasonable control of the SHIPPER or BROKER, provided that the Party so prevented uses its best efforts to perform under this Agreement and provided further, that such Party provide reasonable notice to the other Party of such inability to perform.
SECTION 18. CHOICE OF LAW AND VENUE. All questions concerning the construction, interpretation, validity and enforceability of this Agreement, whether in a court of law or in arbitration, shall be governed by and construed and enforced in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would cause the laws of any other jurisdiction to apply.
SECTION 19. DISPUTE RESOLUTION.
In the event of a dispute, either Party may declare a “negotiation period” by giving written notice to the other Party. Upon the issuance of such notice, each Party shall appoint a representative to negotiate a settlement of the issue. If the appointed representatives cannot reach an Agreement on a settlement within (30) days of the date of such declaration, the Parties shall resolve the dispute through arbitration as defined below.
ARBITRATION:
In the event of a dispute arising out of this Agreement, the Party’s sole recourse shall be to arbitration within two years from the date of the alleged loss. Proceedings shall be conducted under the rules of the Transportation Arbitration and Mediation PLLC (TAM), the American Arbitration Association (AAA) or Transportation ADR Council, Inc. (ADR) at the discretion of the party filing the complaint. Upon Agreement of the Parties, Arbitration proceedings may be conducted outside of the administrative control of the TAM, AAA or ADR; arbitration proceedings may be conducted by tele-conference or video-conference. The decision of the arbitrators shall be binding and final and the award of the arbitrator may be entered in a court of competent jurisdiction. The prevailing party shall be entitled to recovery of costs, expenses and reasonable attorney fees as well those incurred in any action for appeal or injunctive relief, or in the event further legal action is taken to
enforce the award of arbitrators. The arbitration provisions of this paragraph shall not apply to enforcement of the award of arbitration.
SECTION 20. CONFIDENTIALITY. Other than as required to comply with law or legal process requiring disclosure, the Parties agree to the following:
A. BROKER shall not utilize SHIPPER’s name or identity in any advertising or promotional communications without written confirmation of SHIPPER’s consent and the Parties shall not publish, use or disclose the contents or existence of this Agreement except as necessary to conduct their operations pursuant to this Agreement. BROKER will require its Carriers and/or other brokers to comply with this confidentiality clause.
B. In addition to Confidential Information protected by law, statutory or otherwise, the Parties agree that all of their financial information and that of their customers, including but not limited to freight and brokerage rates, amounts received for brokerage services, amounts of freight charges collected, freight volume requirements, as well as personal customer information, customer shipping or other logistics requirements shared or learned between the Parties and their customers, shall be treated as Confidential, and shall not be disclosed or used for any reason without prior written consent.
C. In the event of violation of this Confidentiality paragraph, the Parties agree that the remedy at law, including monetary damages, may be inadequate and that the Parties shall be entitled, in addition to any other remedy they may have, to an injunction restraining the violating Party from further violation of this Agreement in which case the non-prevailing Party shall be liable for all costs and expenses incurred, including but not limited to reasonable attorney’s fees.
SECTION 21. ENTIRE AGREEMENT. This Agreement, including all Appendices and Addenda, constitutes the entire Agreement intended by and between the Parties and supersedes all prior Agreements, representations, warranties, statements, promises, information, arrangements, and understandings, whether oral, written, expressed or implied, with respect to the subject matter hereof. Any modifications to this model contract, as published and copyrighted by TIA and NITL, shall be highlighted or italicized and initialed by both Parties to be valid. The Parties further intend that this Agreement constitutes the complete and exclusive statement of its terms and that no extrinsic evidence may be introduced to reform this Agreement in any judicial or arbitration proceeding involving this Agreement.