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)

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)

Contingent cargo (optional): $[__]

Bond/trust (as required)

7.3 Shipper will maintain:

• General liability: $[__]

• Other: [__]

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: ___________________________