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Motor Carrier / Broker / Shipper Indemnity Agreement Template
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Motor Carrier / Broker / Shipper Indemnity Agreement Template
This Motor Carrier / Broker / Shipper Indemnity Agreement (the “Agreement”) is entered into as of [Effective Date] by and among:
Motor Carrier: [Carrier Legal Name], DOT/MC #: [], address: [Address] (“Carrier”).
Broker: [Broker Legal Name], MC #: [], address: [Address] (“Broker”).
Shipper: [Shipper Legal Name], address: [Address] (“Shipper”).
Carrier, Broker, and Shipper may each be referred to as a “Party” and collectively as the “Parties.”
1. Scope and Covered Activities
1.1 This Agreement applies to transportation services arranged by Broker for Shipper and performed by Carrier, including pickup, transit, delivery, and related services (the “Services”).
1.2 This Agreement may be referenced in load confirmations, rate confirmations, or transportation orders.
2. Definitions
2.1 Claim means any third-party claim, demand, action, investigation, or proceeding.
2.2 Losses means damages, judgments, settlements, penalties (to the extent permitted), and reasonable attorneys’ fees and costs.
2.3 Cargo means the goods tendered by Shipper for transport.
3. Indemnity — Carrier
3.1 Carrier will indemnify Broker and Shipper from and against Losses arising out of any Claim to the extent caused by:
(a) Carrier’s negligence or willful misconduct;
(b) bodily injury, death, or property damage arising out of Carrier’s performance of the Services;
(c) Carrier’s breach of this Agreement or violation of law;
(d) cargo loss, damage, or delay while in Carrier’s custody or control, except as caused by Shipper’s improper packaging/loading (if applicable);
(e) acts or omissions of Carrier’s drivers, employees, agents, or subcontractors.
4. Indemnity — Broker
4.1 Broker will indemnify Carrier and Shipper from and against Losses arising out of any Claim to the extent caused by:
(a) Broker’s negligence or willful misconduct;
(b) Broker’s breach of this Agreement or violation of law;
(c) Broker’s misrepresentation of shipment requirements or instructions (if applicable).
5. Indemnity — Shipper
5.1 Shipper will indemnify Carrier and Broker from and against Losses arising out of any Claim to the extent caused by:
(a) Shipper’s negligence or willful misconduct;
(b) Shipper’s breach of this Agreement or violation of law;
(c) improper packaging, labeling, or disclosure of hazardous materials (if applicable);
(d) loading/unloading performed by Shipper or its agents, to the extent of their fault.
6. Loading, Securement, and Special Cargo (Optional)
6.1 Loading Responsibility (Select One):
☐ Shipper loads; Carrier secures; Shipper responsible for load condition at tender
☐ Carrier loads and secures
☐ Other: [Describe]
6.2 Hazardous materials: Shipper will provide proper papers and disclosures and indemnify for failures as permitted.
7. Insurance Requirements
7.1 Carrier will maintain:
Auto liability: $[__] per occurrence
Cargo liability: $[__] per shipment
General liability (optional): $[__]
Workers’ compensation (as required)
7.2 Broker will maintain:
Contingent cargo (optional): $[__]
General liability (optional): $[__]
Bond/trust (as required)
7.3 Shipper will maintain:
General liability: $[__]
Other: [__]
7.4 Certificates of insurance will be provided upon request and updated upon renewal.
8. Claim Notice and Defense
8.1 Notice. A Party seeking indemnity must give prompt written notice of a Claim. Failure to give prompt notice reduces obligations only to the extent of material prejudice.
8.2 Defense (Select One):
☐ Indemnifying Party will defend with counsel reasonably acceptable to Indemnified Party.
☐ No duty to defend; indemnity applies after settlement/adjudication.
8.3 Control and Cooperation: Indemnifying Party controls defense subject to conflicts; Indemnified Party may participate at its own expense.
8.4 Settlement Consent: No settlement may impose admissions or injunctive relief on Indemnified Party without consent.
9. Limitation of Liability (Optional)
9.1 Consequential damages: ☐ excluded ☐ not excluded.
9.2 Liability cap (optional): [Cap], except for: ☐ indemnity ☐ cargo loss ☐ bodily injury/property damage ☐ willful misconduct ☐ other: [List].
10. Compliance
10.1 Carrier will comply with applicable transportation and safety laws and maintain required operating authority.
10.2 Broker and Shipper will comply with applicable laws relevant to their roles.
11. Term and Termination
11.1 Term begins on Effective Date and continues until terminated with [__] days’ notice.
11.2 Obligations for Claims survive termination for events occurring during the Term.
12. Notices
12.1 Notices must be in writing and delivered to the addresses above.
13. Governing Law
13.1 This Agreement is governed by the laws of [State].
14. Entire Agreement
14.1 This Agreement is the entire agreement regarding indemnity among the Parties.
Signatures
Motor Carrier: [Carrier Legal Name]
Name/Title: [Authorized Signer]
Date: [Date]
Signature: ___________________________
Broker: [Broker Legal Name]
Name/Title: [Authorized Signer]
Date: [Date]
Signature: ___________________________
Shipper: [Shipper Legal Name]
Name/Title: [Authorized Signer]
Date: [Date]
Signature: ___________________________
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Motor Carrier / Broker / Shipper Indemnity Agreement Template
MOTOR CARRIER / BROKER / SHIPPER INDEMNITY AGREEMENT TEMPLATE FAQ
What is a motor carrier/broker/shipper indemnity agreement?
A Motor Carrier / Broker / Shipper Indemnity Agreement is a contract that allocates responsibility for claims among parties involved in transportation — typically a motor carrier (who hauls freight), a broker (who arranges transportation), and a shipper (who tenders the freight). It can address cargo loss, personal injury/property damage, regulatory fines, and third-party claims.
What does it commonly cover?
Common categories include: cargo claims, bodily injury and property damage, loading/unloading responsibility, subcontracting, regulatory compliance, and insurance. This template includes optional sections for cargo liability and a clear defense/notice process.
How is it different from a broker-carrier agreement?
A broker-carrier agreement is broader and covers operations, payment, and compliance terms. An indemnity agreement focuses specifically on risk allocation and defense obligations. Many parties incorporate indemnity clauses into a master transportation agreement.
Should it include insurance requirements?
Yes. Insurance is key in transportation. This template includes standard coverage categories (auto liability, cargo, general liability) and certificate requirements.
Who controls the defense?
Indemnity clauses often state who provides defense counsel and when consent is required for settlements. This template includes a practical defense control section with conflict-of-interest language.
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