Dispatch Service Agreement

This page summarizes the Dispatch Service Agreement (the “Agreement”) between Freight Bridge LLC, a freight dispatch service based in Denver, Colorado, and the motor carrier or owner-operator that signs it. It is the document we execute with a carrier before working the first load.

The Agreement engages us to provide administrative dispatch services as the carrier’s agent, under the carrier’s own FMCSA operating authority. It is a master contract: it sets the standing terms, and each load is then governed by the rate confirmation the broker or shipper issues to the carrier under that carrier’s authority. The rate confirmation is a contract between the carrier and that broker or shipper. Freight Bridge is not a party to it.

This summary is written for readability. It does not replace the executed document and it is not the document itself.

On the carrier’s instructions, and in the carrier’s name, we provide the following services.

• Search load boards and our broker and shipper contacts for freight that fits the carrier's equipment, lanes, schedule and permits.
• Negotiate the rate, pickup and delivery windows, accessorials and terms the broker or shipper is offering the carrier.
• Present each load to the carrier for approval before anything is committed.
• Complete and submit carrier setup packets to brokers and shippers, using the carrier's authority documents, certificate of insurance and W-9.
• Receive, review and forward rate confirmations, and return them signed where the carrier has authorized a dispatcher to sign as its agent.
• Handle routine load administration: check calls, appointment setting, updates, detention and accessorial documentation, and submission of invoice packages to the broker, shipper or the carrier's factoring company.
• Keep copies of load documents so the carrier has a complete file.

• No transportation. The carrier transports every load on its own authority, equipment and insurance.
• No brokerage. We do not hold brokerage authority or a broker surety bond, we do not arrange transportation for shippers, and we do not re-broker loads.
• No custody of freight. Care, custody and control pass from the shipper to the carrier at pickup and stay with the carrier until delivery.
• No authority of our own. Everything we do is done in the carrier's name, within the written authority the carrier has given us.
• No freight revenue. We do not collect, hold, factor or disburse linehaul, fuel surcharge, accessorial or detention money.
• No guarantee of volume, rates or earnings. We cannot promise a number of loads, a revenue level or a rate per mile.

By signing, the carrier represents and warrants on a continuing basis that all of the following are true.

• It holds active operating authority issued by the FMCSA to transport the freight it accepts, in interstate or intrastate commerce as applicable.
• Its MC number and USDOT number are accurate, current and registered to the entity signing the Agreement.
• Its FMCSA safety rating is Satisfactory or unrated. A carrier rated Conditional must disclose it in writing in advance, and a carrier rated Unsatisfactory may not be dispatched.
• It is not subject to an out of service order, an operating authority revocation, or a pending suspension.
• It maintains the insurance required by the brokers and shippers it hauls for, commonly at least $1,000,000 commercial auto liability and $100,000 motor truck cargo, and will provide a current certificate of insurance naming the correct insured entity.
• It maintains driver qualification files, drug and alcohol testing, hours of service records and equipment maintenance as federal rules require.
• It will notify us within 24 hours if its authority, insurance or safety standing changes, lapses or is suspended.
• It is not on any sanctions, denied party or debarment list.

• The carrier accepts or declines each load, for any reason or none, before any commitment is made on its behalf.
• The carrier controls its drivers, equipment, routing, scheduling, hours of service decisions and method of performance.
• The carrier may refuse a lane, a commodity, a shipper, a broker or a rate at any time.
• The carrier decides when it is available, when it sits, and when it takes time off.
• The carrier may use other dispatch services, load boards and direct customers. We do not require exclusivity.
• Safety decisions are the carrier's alone. Nothing we say about a schedule or an appointment overrides the driver's judgment or federal hours of service rules.

The parties are independent contractors. Nothing in the Agreement creates an employment, partnership, joint venture, franchise or carrier relationship between them, and neither party is the other’s employee.

• We act as the carrier's agent for a limited, administrative purpose: locating freight, negotiating terms and handling load paperwork on the carrier's written instructions.
• Where the carrier authorizes it in writing, a dispatcher may sign rate confirmations and broker setup documents as agent for the carrier. That signature binds the carrier, and only the carrier.
• We disclose that we are a dispatch service acting for the carrier whenever we deal with a broker or shipper. We never hold ourselves out as the carrier, as a broker or as a shipper's agent.
• We have no authority to accept freight, to issue a bill of lading, to assume liability for cargo, or to bind the carrier outside the scope the carrier has given us.
• The carrier is solely responsible for wages, taxes, benefits, workers compensation and employment law compliance for its personnel. We are responsible for the same as to ours.
• Any document naming Freight Bridge as carrier or broker is incorrect and does not change the relationship described here.

The carrier pays a dispatch service fee for the administrative services described above. The fee is stated in the Agreement, commonly as a flat percentage of the linehaul on loads the carrier accepts through us, or as a flat amount per load or per week where the carrier prefers that. There is no sign-up fee and no long-term commitment.

• The fee is earned on loads the carrier accepts through us and that are delivered. No load, no fee.
• We invoice the carrier directly, typically weekly, with the loads and the calculation itemized.
• Payment is due on the terms stated on the invoice. If none is stated, payment is due 15 days from the invoice date.
• The fee is payable whether or not the broker, shipper or factor pays the carrier on time. We will help pursue a slow payer, but we do not underwrite the carrier's receivables.
• Undisputed past due amounts may accrue interest at 1.5% per month, or the maximum Colorado law permits if lower, plus reasonable collection costs.
• Disputes on a fee invoice must be raised in writing within 15 days of the invoice date. Undisputed portions remain payable.
• Where a load is cancelled before pickup, no fee is charged unless the Agreement provides for a documented truck order not used payment the carrier actually receives.

Freight revenue never touches Freight Bridge LLC. The carrier invoices under its own authority and is paid directly by the broker or shipper, or by the carrier’s factoring company.

1. 1.The carrier delivers the load and sends us the signed bill of lading, proof of delivery and any accessorial receipts, or submits them itself.
2. 2.We assemble the invoice package against the rate confirmation and submit it to the broker, shipper or factor on the carrier's behalf.
3. 3.The broker, shipper or factor pays the carrier directly, on the payment terms in the carrier's rate confirmation and setup packet.
4. 4.Where the carrier factors, the notice of assignment governs and payment goes to the factor. We provide the documents the factor requires and nothing more.
5. 5.We separately invoice the carrier for the dispatch fee, and the carrier pays us from its own account.

We do not accept assignment of the carrier’s receivables, we hold no escrow or trust account for freight charges, and we have no lien on the freight or on the carrier’s revenue.

Clean paperwork is what makes fast payment possible. The carrier is responsible for producing it; we are responsible for submitting it where the Agreement says so.

At onboarding

• Signed Dispatch Service Agreement and a written limited power of attorney or authorization letter where the carrier wants a dispatcher to sign rate confirmations as its agent.
• FMCSA authority letter, MC and USDOT numbers.
• Current certificate of insurance showing auto liability and cargo limits, with the correct named insured.
• Completed W-9 and, where applicable, the factoring company's notice of assignment.
• Equipment list, driver names and CDL details, and any endorsements or permits the carrier holds.

On every load

• The signed rate confirmation for the load.
• A signed bill of lading at origin showing the actual piece count, condition and any exception noted at the time.
• A legible signed proof of delivery with the consignee name, date and time, and any exception noted before the driver leaves.
• Lumper, scale, detention and accessorial receipts, and a signed detention sheet or recorded in and out times where detention is claimed.
• Temperature download or reefer trip report for temperature controlled freight.
• Photographs of load securement or damage where the broker or shipper requests them.

Documents should reach us within 24 hours of delivery. Missing or illegible paperwork holds up the carrier’s invoice and, for temperature controlled freight, weakens any claim defense.

Each party keeps the other’s non-public information confidential, including broker and shipper contacts, lane pricing, rate structures, volumes, fee arrangements and contact details, and uses it only to perform the Agreement. The obligation survives termination for the period stated in the executed document, commonly two years.

The carrier keeps every customer relationship it builds. The Agreement does not prevent the carrier from continuing to haul for a broker or shipper after dispatch service ends, and it charges no commission on freight the carrier books itself. What it does restrict is use of our non-public pricing and contact data to set up a competing dispatch service, and solicitation of our staff, for the period stated in the executed document.

We do not solicit the carrier’s drivers or its direct customers, and we do not use the carrier’s authority, insurance or safety record for any purpose other than dispatching that carrier.

The carrier defends, indemnifies and holds harmless Freight Bridge LLC, its members, officers and employees from any claim, fine, penalty, loss, damage, liability, cost and expense, including reasonable attorney fees, arising from the carrier’s transportation operations, cargo loss, damage or delay, bodily injury or property damage caused by its equipment or personnel, its breach of the Agreement or of a rate confirmation, its loss of authority or insurance, or its violation of any law or regulation. This obligation is not limited by the carrier’s insurance limits and survives termination.

We indemnify the carrier for loss caused by our own gross negligence or willful misconduct in performing the dispatch services. Our liability is otherwise limited as set out in the Agreement and in our Terms of Service, commonly to the dispatch fee earned on the load in question. Cargo liability sits with the carrier and its cargo insurer under 49 U.S.C. 14706 (the Carmack Amendment), not with the dispatcher.

The Agreement starts on the date it is fully executed and continues month to month until either party ends it. There is no minimum term and no early termination penalty.

• Either party may terminate for convenience on written notice. The notice period is stated in the executed document, commonly 14 days, and we will not hold a carrier past it.
• Either party may terminate immediately for material breach, and we may stop work immediately where the carrier's authority is revoked, its insurance lapses, it is placed out of service, or it asks us to do something unlawful.
• Loads already accepted at termination must be completed, and the dispatch fee on those loads remains payable.
• On termination we stop representing the carrier to brokers and shippers, return or delete the carrier's authority and insurance documents on request, and provide the carrier's load file.
• Fee payment, confidentiality, non-solicitation, indemnification and governing law survive termination.

The Agreement is governed by the laws of the State of Colorado, without regard to its conflict of laws rules, together with applicable federal transportation law. Venue for any proceeding not resolved by the dispute process in the executed Agreement lies in the state and federal courts located in Colorado, and both parties consent to jurisdiction there. The dispute resolution and arbitration terms in our Terms of Service apply unless the executed Agreement says otherwise.

The signable Agreement is issued as part of carrier onboarding, together with the authorization letter, our document checklist and the fee schedule. Nothing on this page is signable.

• Start onboarding at freightbridge.us/carriers and a dispatcher will send the packet.
• Request the document, or send contract, W-9 and fee questions, to account@freightbridge.us.

Have your MC and USDOT numbers, certificate of insurance, W-9 and factoring notice of assignment ready. With complete documents most carriers are set up the same business day.