Independent Contractor Equipment Lease Agreement

Parties to the Agreement

This Independent Contractor Equipment Lease Agreement ("Agreement") is made and entered into this day of , 2026, by and between:

Section 1: Equipment Description & Markings

1.1 The Leased Equipment: The Contractor hereby leases to the Carrier, and the Carrier takes exclusive possession, control, and use of the following equipment (hereinafter referred to as the "Equipment") pursuant to 49 CFR Part 376:

• Year:
• Make/Model:
• VIN (Vehicle Identification Number):
• License Plate & State:
• GVWR (Gross Vehicle Weight Rating): (Must be under 10,001 lbs to maintain non-CMV exempt status from ELD and DQF mandates)
• 📐 Cargo Area Inside Dimensions (Mandatory for Dispatch Booking):
  • Length of Cargo Floor Space:
  • Width of Cargo Space (Max):
  • Width Between Wheel Wells:
  • Inside Height of Cargo Space:
• 🚪 Load Entrance Dimensions:
  • Rear Door opening Entrance Height:
  • Rear Door opening Entrance Width:
  • Side Door opening Entrance Height:
  • Side Door opening Entrance Width:

1.2 Equipment Identification: Company decals or door markings are NOT a requirement under this Agreement. The Contractor may operate their Equipment with clean, unmarked doors while operating under active dispatch for the Carrier.

Section 2: Independent Contractor Status

2.1 No Employment Relationship: The Contractor is an Independent Contractor (1099) and is not an employee of the Carrier. The Contractor retains sole discretion and control over when they work, where they run, and which load offers they accept. There is absolutely NO forced dispatch or mandatory route structure under this Agreement.

2.2 Taxes and Withholdings: The Contractor is solely responsible for all federal, state, and local self-employment taxes, income taxes, social security contributions, and any other withholdings required by law. The Carrier will issue a Form 1099-NEC annually representing gross earnings.

Section 3: Revenue Split, Billing, & Factoring (The 80/20 Setup)

3.1 The Revenue Split: The Carrier agrees to pay the Contractor 80% of the gross invoice generated by the Equipment for each completed load ($800.00 per $1,000.00 gross). The Carrier retains a flat 20% administrative/dispatch fee ($200.00 per $1,000.00 gross).

3.2 Inclusive Services: The Carrier's 20% administrative split covers all load-sourcing, back-office invoicing, safety compliance, 24/7 home-based dispatch support, and administrative tracking. There are zero separate or hidden dispatching or booking fees under this Agreement.

3.3 Freight Factoring & Preferred Payout Methods: To stabilize Contractor cash flow and eliminate waiting 30 to 45 days for broker checks to clear, the Carrier utilizes a high-volume, non-recourse factoring facility. For Contractors utilizing express factoring, a flat 5% express factoring fee ($50.00 per $1,000.00 gross) is deducted from the settlement for immediate funding. To make payouts as fast and smooth as possible, the Carrier's preferred settlement payout method is Zelle Instant Payout. Drivers receive their net payout ($750.00 per $1,000.00 gross) instantly upon POD/BOL approval, and automatically receive an official 1099 paystub by email for every completed load. Alternatively, Contractors may request direct ACH bank transfer by providing a voided check, though ACH transfers require additional bank processing time depending on cutoff hours.

Section 4: Dispatch Communication & Mandatory Phone Availability Policy

4.1 Load Search Request & Mandatory Phone Responsiveness: When the Contractor contacts the Carrier's dispatch team requesting to book a load, the Contractor is contractually required to keep their telephone active, audible, and immediately answerable. Asking dispatch to pitch, negotiate, and secure a spot load for the Equipment and subsequently failing to answer dispatch phone calls or messages is a material breach of professional transport standards.

4.2 Broker Confirmation Window: Expedited freight spot rates are time-critical and typically require immediate 5-minute carrier confirmation. If dispatch negotiates a rate with a freight broker and the Contractor fails to respond, the broker will drop the booking, award the shipment to a competitor, and flag the Carrier's authority. The Contractor acknowledges that unresponsiveness directly damages the Carrier's broker relationships and dispatch operations.

4.3 In-Transit Availability Requirement: Once the Contractor accepts a load, receives dispatch clearance, and is under active transit carrying cargo, the Contractor MUST remain 100% reachable via phone and cellular tracking at all times until delivery. The Contractor must promptly answer check-in calls and provide location updates as requested by dispatch or broker tracking mandates.

Section 5: Insurance Compliance & Contractor-Provided Coverage (Pathway B)

5.1 Primary Commercial Auto & Cargo Insurance Requirement: Under this Contractor-Provided Insurance model, the Contractor MUST purchase, maintain, and pay for their own Primary Commercial Auto Liability Insurance (maintaining minimum limits of $1,000,000 per occurrence) and Motor Truck Cargo Insurance (maintaining minimum limits of $100,000). Because the Contractor provides this primary commercial coverage, the weekly settlement deduction from the Carrier is exactly $0.00 per week.

5.2 Additional Insured, Loss Payee & Certificate Holder: The Contractor's insurance policies MUST explicitly list "VanHaulers Co" as an "Additional Insured" on their commercial auto liability policy, and as a "Loss Payee" and "Certificate Holder" on both their commercial auto liability and cargo policies via an official endorsement. This endorsement protects the Carrier's liability and ensures the Carrier is notified immediately if the policy faces non-payment or cancellation.

5.3 The Agent Certification Rule: This Lease Agreement is legally VOID and no loads will be dispatched until the Contractor's licensed insurance agent signs, verifies, and emails the official VanHaulers Insurance Certification Form directly to recruit@vanhaulers.com from their official agency domain. No PDFs emailed directly by the driver will be accepted.

5.4 Notice of Cancellation: The Contractor is contractually required to ensure their insurance provider provides the Carrier with at least 30 days' prior written notice before any cancellation, modification, reduction of limits, or non-renewal of coverage.

5.5 Contractor's Primary Liability & MCS-90 Indemnification: The Contractor's private commercial policy is the primary "first responder" for all liability, bodily injury, property damage, and cargo claims occurring during active dispatch. If the Contractor's insurance company denies a claim due to the Contractor's misrepresentation, radius violations, or failure to maintain active coverage, legally triggering the Carrier's federal MCS-90 public liability endorsement to pay out judgments to the public, the Contractor agrees to fully indemnify, hold harmless, and reimburse the Carrier in full for all paid judgments, cargo losses, property damages, legal defense fees, and administrative costs.

5.6 Waiver of Subrogation: The Contractor must secure a Waiver of Subrogation endorsement from their insurance provider in favor of the Carrier. This prevents the Contractor's insurance company from suing the Carrier to recoup losses paid out for accident claims.

5.7 Deductible Responsibility: The Contractor is 100% responsible for all deductibles under their policy. In the event that the Carrier is required to pay any portion of a claim directly due to Contractor action, that amount will be immediately deducted from the Contractor's pending settlements.

Section 6: Operating Expenses, Maintenance & Breakdowns

6.1 Contractor Expenses: The Contractor maintains 100% financial and operational responsibility for the safe, reliable upkeep of the Equipment. The Contractor shall pay all expenses including, but not limited to: fuel, fuel taxes, tolls, routine maintenance, repairs, tires, depreciation, cell phone data plans, and GPS tracking hardware.

6.2 Maintenance Violations: The Contractor agrees to conduct thorough pre-trip and post-trip vehicle inspections. Operating a vehicle with known, uncorrected safety or mechanical defects is a material breach of this contract and grounds for immediate termination.

6.3 Mid-Route Breakdown & Cargo Recovery Contingency: Because expedited freight is subject to strict, non-negotiable delivery windows, in the event that the Contractor's Equipment suffers a mechanical breakdown, accident, or disabling event during active dispatch, the Carrier shall immediately dispatch a recovery vehicle to salvage the cargo. The financial recovery mechanics are contractually governed as follows:

• (a) Pro-Rated Completed Miles: The broken-down Contractor shall only be compensated on a pro-rata basis for the actual percentage of the dispatched loaded miles completed from the origin point to the exact breakdown location.
• (b) Recovery Vehicle Compensation: The total cost of dispatching a recovery vehicle (whether sourced from the Carrier's leased fleet or an outside third-party carrier) to haul the cargo the remaining miles to the receiver shall be deducted directly from the broken-down Contractor's pro-rated gross cut of the load.
• (c) Transload, Towing, and Side-of-Road Fees: Any fees incurred for towing the disabled vehicle, roadside transloading/transferring of heavy cargo, or emergency storage facilities shall be charged back in full to the broken-down Contractor. The Carrier is authorized to deduct these expenses from the Contractor's pending settlements.
• (d) Carrier Margin Protection: Under no circumstances shall the Carrier's 20% administrative split of the gross invoice be reduced or impacted by a Contractor equipment breakdown. The financial risk of equipment failure remains 100% with the Contractor.

Section 7: Driver Compliance & Safety Standards

7.1 Premium Carrier Standards: To satisfy Carrier fleet underwriters and maintain active, high-tier status with premium expedited freight networks (including top-tier, premium load boards tailored for cargo/Sprinter vans and premier broker-boards on RMIS / MyCarrierPackets), the Contractor agrees to enforce high safety standards, regardless of federal exemptions for light-duty vans. This "Premium Carrier Standard" protects both parties and secures access to top-paying lanes.

7.2 Compliance Documents & Screening: Prior to first dispatch, the Contractor must submit, verify, and complete:

• A copy of an active, standard driver's license.
• Consent to and successful completion of a comprehensive background check (covering 3-year Motor Vehicle Record / MVR driving history and criminal screening).
• A valid, active DOT Medical Examiner’s Certificate (DOT Medical Card) from a registered commercial medical examiner (Highly Preferred, but Optional; see the Operational Disclosure below).
• High-resolution photos of all four sides of the Equipment to confirm cargo safety readiness.
• An active, completed Form W-9 matching their registered business/tax entity.

7.3 Cargo Securing & Handling Protocols: To protect freight integrity and prevent broker chargebacks, the Contractor must adhere to the following professional transport protocols:

• (a) Schedule & Late Delivery Penalties: The Contractor is solely responsible for meeting all scheduled pickup and drop-off/delivery windows. If a deadline is missed due to driver delay, and the broker contract contains a rate deduction or penalty, that deduction will be passed through 100% to the Contractor's settlement.
• (b) Bill of Lading (BOL) Management: The Contractor must secure the physical Bill of Lading (BOL) directly from the shipper at pickup, unless specifically instructed in writing by Carrier dispatch to print or generate their own.
• (c) Cargo Verification & Piece Counts: The Contractor must physically examine cargo packaging condition and verify exact piece/pallet counts during both pickup and delivery. Any damage, leak, or shortage must be immediately noted on the BOL and report to dispatch *prior* to leaving the facility.
• (d) "In & Out" Photo Documentation: The Contractor must take high-resolution photos of the cargo immediately after it is loaded/secured in the vehicle, and immediately after it is unloaded onto the receiver's dock. These photos must be uploaded to the Carrier's dispatch channel.
• (e) Mandatory "Good To Go" (GTG) Clearance: Under no circumstances is the Contractor permitted to pull away from a pickup or drop-off location without obtaining explicit, written "Good To Go" (GTG) authorization from either the Carrier dispatcher in charge or the authorized broker.
• (f) Mandatory Cargo Strapping & Securing: The Contractor must maintain adequate, commercial-grade cargo securing equipment (including a minimum of four (4) heavy-duty commercial ratchet straps, OR cargo load bars, strapping systems, or cargo netting; E-track systems or heavy-duty anchor D-rings are highly recommended) inside the vehicle at all times. All cargo must be securely strapped and blocked prior to transit to prevent load shifts or damage. (Note: While you can lease on without these securements, not carrying them may restrict your dispatch options strictly to small boxed cargo that doesn't require strapping, potentially making it harder to find consistent, high-paying loads).
• (g) Mandatory GPS Tracking & Smartphone Requirement: The Contractor must maintain a functioning smartphone with an active cellular data plan during all active dispatches. The Contractor is required to run all required broker tracking applications (such as MacroPoint, Project44, Trucker Tools, etc.) as requested by the Carrier or broker, and must keep location services enabled for the duration of the transit. Failure to maintain active tracking, turning off location services, or failing to respond to tracking requests is a breach of contract and will result in the pass-through of any broker-issued rate deductions or tracking fines (typically $150.00 to $250.00 per occurrence) to the Contractor's settlement.

Section 8: Termination

8.1 Termination with Notice: Either party may terminate this Agreement at any time, with or without cause, by providing fourteen (14) days written notice to the other party.

8.2 Immediate Termination: The Carrier reserves the right to terminate this Agreement immediately and without notice if the Contractor: lapses their mandatory Bobtail/Physical Damage insurance or their Primary Commercial Auto policy; has their license suspended; fails a post-accident drug or alcohol test; engages in double-brokering or cargo theft; or operates the Equipment in an unsafe or reckless manner.

Section 9: Governing Law & Arbitration

9.1 Governing Law: This Agreement shall be construed, interpreted, and enforced in accordance with federal leasing regulations under 49 CFR Part 376 and the laws of the State of operation.

9.2 Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association.