Harte Hanks Logistics * 1400 Newport Center Drive, Suite 200 * Deerfield Beach, FL Phone (877) Fax (954)

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1 Carrier Contract Package Please note the following mandatory items are required Filled out and signed contract (Please initial ALL pages) MC Authority Carrier Profile Form Transcheck Authorization form (Optional) must be signed and check the appropriate box Current Insurance certificate with: o Minimum of $1,000,000 auto liability coverage o Minimum of $100,000 cargo Insurance coverage W-9 Form (Must be 2017 version) blank form included o Name o Dba Name o Federal Tax Classification EIN (if LLC please note if C=Corp, S=S Corp, or P=Partnership) o Address or P.O. Box o Taxpayer Identification Number or Social Security Number (Do Not print both on W-9) o Business Conduct form Please note: If any of the mandatory information above is not completed accurately and legibly, this will delay the set-up process. Please make sure all required documentation is complete, signed and return with this carrier agreement. Harte Hanks Logistics * 1400 Newport Center Drive, Suite 200 * Deerfield Beach, FL Phone (877) Fax (954) HOW TO FILL OUT W-9! 1.) W-9 Form (Must be 2017 version) blank form included 2.) BOX 1 - INPUT FULL NAME 3.) BOX 2 INPUT DOING BUSINESS AS NAME (dba), OR BUSINESS NAME (if you have one) IF NOT, LEAVE IT BLANK! 4.) BOX 3 If you are filling out this form for YOURSELF and you re not being contracted through a company that you own or work for, check the INDIVIDUAL/SOLE PROPRIETOR box. If entity is LLC please input your tax classification (C=Corp, S=S Corp, or P=Partnership). 5.) TAXPAYER IDENTIFICATION NUMBER (TIN) ONLY PUT 1 NUMBER! If you are an INDIVIDUAL, input your social security number. If you are a sole proprietor, disregarded entity, resident alien, input the taxpayer identification number. 6.) ALL OTHER ENTITIES INPUT EMPLOYER IDENTIFICATION NUMBER. 7.) SIGN & DATE PLEASE. THANK YOU Additional information provided upon request.

2 Form W-9 (Rev. November 2017) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Go to for instructions and the latest information. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. Give Form to the requester. Do not send to the IRS. 2 Business name/disregarded entity name, if different from above Print or type. See Specific Instructions on page 3. 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. Individual/sole proprietor or single-member LLC C Corporation S Corporation Partnership Trust/estate Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. Other (see instructions) 5 Address (number, street, and apt. or suite no.) See instructions. 6 City, state, and ZIP code 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from FATCA reporting code (if any) (Applies to accounts maintained outside the U.S.) Requester s name and address (optional) 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. Part II Certification Under penalties of perjury, I certify that: Social security number or Employer identification number 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Here Signature of U.S. person General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. Form 1099-INT (interest earned or paid) Date Form 1099-DIV (dividends, including those from stocks or mutual funds) Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) Form 1099-S (proceeds from real estate transactions) Form 1099-K (merchant card and third party network transactions) Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) Form 1099-C (canceled debt) Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No X Form W-9 (Rev )

3 FREIGHT TRANSPORTATION SERVICES AGREEMENT This freight transportation services agreement (hereinafter "AGREEMENT") is made and concluded on this day of, 20 ( Effective Date ) by and between Harte Hanks Logistics, LLC (hereinafter referred to as SHIPPER) with its principal place of business at 1400 Newport Center Drive, Suite 200, Deerfield Beach, FL and (hereinafter referred to as CARRIER), with its principal place of business at In consideration of the mutual promises made herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, SHIPPER and CARRIER, intending to be legally bound, agree to the following: Section 1. Permit and Representations: CARRIER represents and warrants that it is authorized to transport freight by motor vehicle as a motor contract carrier pursuant to a Federal Motor Carrier Safety Administration Permit in Docket No. MC. CARRIER represents and warrants that it shall maintain such permit and all other necessary licenses and permits, throughout the term of this AGREEMENT. CARRIER acknowledges that it has received a copy of SHIPPER s Business Conduct Guidelines ( BCG ) and that it has reviewed the BCG. CARRIER represents and warrants that all Services provided by CARRIER hereunder shall be performed in accordance with the BCG, all applicable laws and regulations and pursuant to all necessary permits and the terms of this AGREEMENT. BCG may be updated by SHIPPER from time to time upon written notice by providing a copy of such update to CARRIER. Section 2. SERVICE REQUIREMENTS: CARRIER will provide freight transportation services ("Services") as requested from time to time by SHIPPER. Unless expressly stated in the applicable Appendix, SHIPPER is not committed to any minimum volume, quantity or duration with respect to the Services requested. These Services will be provided by CARRIER, subject to the direction of SHIPPER, as a subcontractor to SHIPPER in connection with assignments for designated SHIPPER' customers. Subject to the terms and conditions stated in this Agreement, CARRIER agrees to perform the Services as requested by SHIPPER in accordance with the delivery schedules (including any interim deadlines, if any, which may be specified in the applicable Order), quantities and other requirements as more fully described in each Order, and SHIPPER agrees to pay the charges stated in each applicable Order as established in Appendixes I & II hereto. The term Order shall mean SHIPPER s form of purchase or work order used for the purpose of ordering Services. Each Order shall reference this Agreement automatically incorporate the terms and conditions of this Agreement in such an Order. It is understood that the Services rendered under this Agreement will be on an as ordered basis and that this Agreement represents no minimum obligation upon SHIPPER to place Order(s) with the SHIPPER. CARRIER agrees that it will not "BROKER" or "CO-BROKER" or engage in any type of SUBSTITUTED SERVICE any freight tendered pursuant to this AGREEMENT without the express written consent of SHIPPER. Such permission can only be granted by an authorized designee of the SHIPPER to the CARRIER and can be transmitted by fax transmission with a follow-up with a hard document via United States mail, first class, within five days of the fax transmission. CARRIER agrees to meet SHIPPER s volume requirements, as may be changed by SHIPPER from time to time. SHIPPER and its customers have an expectation of 100% on-time pick up and delivery. SHIPPER agrees to apply to all such shipments the rates and charges set forth in Appendices I & II attached hereto and incorporated herein by reference, and the terms and conditions specified in this AGREEMENT. The rates set forth Appendices I & II shall apply to the Services provided in connection with this AGREEMENT. Pg. 1 Initals

4 CARRIER shall submit paper invoices or transmit invoices via EDI or as otherwise instructed by SHIPPER. All freight invoices for service provided to Shippers pursuant to this AGREEMENT must be sent to SHIPPER or its Agent for processing and payment within 60 days of rendering of the applicable Services. CARRIER shall have no warehouseman rights or any lien rights with respect to any freight transported hereunder and CARRIER hereby expressly disclaims any such rights under all applicable law. Section 3. TERM/TERMINATION: The AGREEMENT shall be for a term of One (1) year from the effective date on page 1 and shall be automatically renewed for successive one year periods unless any party objects to such renewal at least 45 days prior to expiration of the current term. This AGREEMENT may be terminated by SHIPPER on thirty (30) days written notice, at any time (including the initial one year term) without cause. This AGREEMENT may be terminated by CARRIER on ninety (90) days written notice, at any time (including the initial one year term) without cause. Termination, cancellation or completion of this Agreement or an Order shall not relieve either party of any previously accrued obligations or of any obligations, which by their nature are intended to survive termination, cancellation or completion. In the event this Agreement terminates prior to the completion of an Order; such Order shall be subject to the terms and conditions of this Agreement until its completion. Section 4. PAYMENT OF FREIGHT BILLS: CARRIER shall show the actual rates, charges, or allowances for the transportation service on all freight bills. A. SHIPPER agrees to pay net charges at base list prices after discounts and charges as set forth in Appendixes I and II for shipments tendered to CARRIER pursuant to this AGREEMENT and the applicable Order(s). SHIPPER payment agent will make payments to CARRIER after receipt of a valid EDI/or paper invoice within 30 days of receipt of invoice. CARRIER shall be responsible for all taxes relating to its Services provided under this Agreement. CARRIER will submit to SHIPPER proof of delivery (s) upon request by SHIPPER. B. CARRIER shall bill SHIPPER for Services within 180 days of the date such Services were provided. SHIPPER shall have no obligation to pay bills received after more than 180 days. Section 5. AUDIT AND COOPERATION: CARRIER shall fully cooperate with SHIPPER in connection with all investigations, inquiries or claims related to this Agreement and shall make its books, records, and operations relating to the Services available for audit or inspection by SHIPPER and its auditors. The terms of this Section shall survive expiration or termination of this Agreement for any reason for at least two (2) years. Section 6. EXCLUSIVITY AND AUTHORITY: Except as set forth in Section 18, nothing in this AGREEMENT shall be construed to prohibit SHIPPER or CARRIER from entering into similar agreements with other persons or entities. Subject to the confidentiality obligations set forth herein, SHIPPER agrees to disclose the name of any customer(s) for which it seeks CARRIER s services or pricing with respect thereto. SHIPPER also warrants that it shall have authority to request pricing on behalf of its customer(s). CARRIER shall not require or request SHIPPER to provide a separate letter of authority from or on behalf of SHIPPER s customer(s) in connection with any requests for pricing or Services. Section 7. DESIGNATIONS: All shipments tendered or caused to be tendered to CARRIER in connection with this Agreement shall be deemed to be a tender to CARRIER as a motor contract carrier and shall be subject only to the terms, conditions and provisions of this AGREEMENT and to the provisions of law applicable to motor contract carriers. Pg. 2 Initals

5 Section 8. STATUS OF THE BILL OF LADING: If CARRIER inadvertently uses or issues a bill of lading other than the bill of lading issued by the SHIPPER, the CARRIER issued bill of lading shall constitute only the receipt contemplated herein. To the extent permitted by law, the CARRIER issued bill of lading shall have no contractual significance whatsoever other than with respect to the following information: name of consignor, name of consignee, date, description of commodities, weight or other description of shipment size, released value declaration, acknowledgment of receipt, and acknowledgment of delivery. No preprinted terms set out on the CARRIER issued bill of ladings, CARRIER tariffs (or elsewhere) shall govern the transportation to be performed under this AGREEMENT. In any event, the terms and conditions of this AGREEMENT and the terms and conditions of the SHIPPER issued bill of lading will take precedence over the CARRIER issued bill of lading. Section 9. CARGO INSURANCE LIMITS: Unless otherwise provided in the applicable Schedule, CARRIER shall maintain cargo insurance in a minimum amount of $100, to compensate SHIPPER, owner or consignees for loss or damage to property belonging to SHIPPER, owner or consignee which property comes into the possession of CARRIER in connection with its transportation service. The cargo insurance shall be in the form required by 49 CFR 387, and shall have no exclusions or restrictions that would not be accepted by the United States Department of Transportation, Federal Motor Carrier Safety Administration for a filing under the statutory requirements of the above-cited section. CARRIER shall provide SHIPPER with a standard Certificate of Insurance evidencing such coverage and naming SHIPPER as a certificate holder. The Certificate shall require the insurance carrier to provide SHIPPER with at least 30 days written notice prior to the cancellation, termination or non-renewal of such cargo insurance. CARRIER shall be solely responsible for payment of any applicable deductibles or retentions with respect to such insurance. Section 10. CARGO COVERAGE-FULL ACTUAL LOSS: Unless otherwise provided in the applicable Schedule, CARRIER shall be liable to SHIPPER, owner, and consignee, for all loss or damage and replacement cost to any property transported under this AGREEMENT up to $100,000 per shipment of truckload shipments or $25/lb for less than truckload shipments, and CARRIER shall defend, indemnify and hold SHIPPER harmless from any and all claims arising from said loss or damage to property or persons. Such liability shall begin at the time cargo is loaded upon CARRIER's equipment at point of origin, and continue until said cargo is delivered in the same condition as originally tendered to the designated consignee at destination, or to any intermediate stop off party CARRIER shall be solely responsible for payment of any applicable deductibles or retentions with respect to such insurance. Section 11. CARGO LOSS RESPONSIBILITY: CARRIER accepts full responsibility of cargo and any loss, thereof. CARRIER accepts responsibility of any overage, shortage and/or damage resulting in loss, and agrees to report same immediately upon its knowledge of such. In the event of any claim, resulting in loss to cargo or any overage, shortage or damage the cost of any and all claims, including but not limited to insurance deductibles, is the sole responsibility of CARRIER, as noted herein. CARRIER accepts this contract as written consent to withhold deductible and/or any loss not covered by insurance from CARRIER s freight settlement. Section 12. CLAIMS PROCESSING: All claims for loss and damage, and any salvage arising therefrom shall be handled and processed in accordance with the regulations of the Federal Motor Carrier Safety Administration as published in the Code of Federal Regulations (49 CFR 370). CARRIER s liability under this Agreement is not subject to, based upon or contingent on actual available insurance coverage. Pg. 3 Initals

6 Section 13. RATES, DISCOUNTS AND CHARGES: The rates, discounts, service levels, destinations/origins and charges for the Services provided pursuant to this AGREEMENT are set forth in Appendix(s) I and (II) hereto. Each Order shall reference the rates set forth in Appendix(s) I and (II). Appendix (I) includes rates/discounts/service levels for transport of freight between the delivery points identified therein. Appendix (II) contains any conditions of, and charges for, any additional or accessorial services that may be required or performed. The rates, discounts and charges set forth in Appendix(s) I and (II) shall be fixed for a period of one (1) year from the effective date of this Agreement. Thereafter, rates may be amended as mutually agreed upon in writing between the parties. CARRIER warrants that the rates set forth in Appendix(s) I and (II) are not required to be filed with any governmental authority or agency and are not subject to any over charge claims. CARRIER, and any future assignees, hereby agree, waive, hold harmless, and indemnify SHIPPER with regard to any claims, damages or expenses which arise as a result of a disparity between the rates set forth herein and any filed/different rates. CARRIER agrees to quote its rates based on SHIPPER s designated Rate Schedule or as otherwise requested by SHIPPER, to permit SHIPPER to more efficiently and uniformly administer the AGREEMENT. On any given shipment, if lower charges result by assessing a lower freight rate at the applicable minimum weight. such lower charges will apply. Rates and charges referred to in this Agreement will apply to Inbound Collect and Outbound Prepaid shipments or on any third-party shipment where Shipper is payor of freight charges. Freight bills must show gross charges, discounts given and net charges. Joint line shipments are defined as inbound collect shipments originated by other than, but delivered by the carrier party to this Agreement. To the extent both originating and delivering carriers have established joint routes and joint rates in a bureau tariff lawfully on file with the Interstate Commerce Commission or its successor, such rates will apply. Otherwise, rates contained herein will apply. Spot" quotations or "Verbal" quotations will be confirmed by rate confirmation agreement ( RCA ) and must be acknowledged by Carrier in writing or via facsimile or transmission. Carrier s pick up of a shipment/freight noted in the RCA shall constitute Carrier s acceptance of the RCA. All RCAs shall be subject to the terms and conditions of this Agreement regardless of whether signed by CARRIER for a given shipment. Section 14. INSURANCE PUBLIC/GENERAL LIABILITY AND WORKMEN S COMPENSATION: CARRIER agrees to forthwith submit to SHIPPER a certificate of insurance covering public/general liability insurance in an amount not less than $1,000, (one million dollars) and, further, to forthwith submit to SHIPPER a certificate of insurance covering worker compensation in an amount as required by the appropriate state agency having jurisdiction. Carrier shall also maintain Comprehensive General Liability insurance including Contractual Liability Coverage covering the contractual obligations accepted under this clause, with limits of at least $1,000,000 for each occurrence of bodily injury, including death, and $1,000,000 for each occurrence of property damage. Such certificates of insurance covering public liability and Comprehensive General Liability shall require the insurance carrier to name SHIPPER as a certificate holder and provide SHIPPER with written notice 30 days prior to the cancellation of such insurance covered by the appropriate certificate(s). CARRIER shall be solely responsible for payment of any applicable deductibles or retentions with respect to such insurance. Pg. 4 Initals

7 Section 15. PERFORMANCE STANDARDS Shipper and Carrier agree that the services provided by Carrier under this Contract are designed to meet the distinct transportation needs of the Shipper; and Shipper and Carrier agree that the services provided fulfill all the requirements of the Interstate Commerce Act and Federal Law for a Motor Contract Carrier of Property. Carrier shall be liable for the number of non-palletized packages and/or number of unitized pallets noted on the bill of lading, and shall deliver them in the same condition as tendered at origin. When unitized pallets are tendered, the bill of lading may contain a statement stating the number of individual packages contained in the unitized pallets. In the event carrier breaks down unitized pallets, carrier will be held accountable for the number of packages the pallets are said to contain. If Carrier s driver is not able or is not given an opportunity to inspect and count the shipment prior to acceptance by the carrier, the bill of lading may be noted SL&C (Shipper s Load & Count). When less-than-truckload shipments are loaded, and counted by Shipper, such shipments will be inspected and counted by Carrier at its first breakbulk point and all discrepancies shall be reported immediately to Shipper. Shipper or its agent or consultant shall have the right to audit, at its cost and expense, Carrier s books and records related to the performance of Carrier s obligations hereunder. Section 16. ARBITRATION: Any dispute arising out of or relating to this Agreement which is not settled by agreement of the parties within a reasonable time shall be settled exclusively in a binding arbitration by a single arbitrator experienced in the subject matter for which this Agreement was based. The arbitration will be governed by the Federal Arbitration Act. The arbitrator will be selected and the arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA), except that the provisions of this Agreement will control over the AAA rules. The arbitrator shall be based in the State of Florida. The parties will share equally in the fees and expenses of the arbitrator and the cost of the facilities used for the arbitration hearing, but will otherwise bear their respective costs incurred in connection with the arbitration. The parties agree to use their best efforts to ensure that the arbitrator is selected promptly and that the arbitration hearing is conducted not later than three (3) months after the arbitrator is selected. The arbitrator must decide the dispute in accordance with the substantive law which would govern the dispute had it been litigated in court. This requirement does not, however, mean that the award is reviewable by a court for errors of law or fact. Following the arbitration hearing, the arbitrator shall issue an award and a separate written decision which summarizes the reasoning behind the award and the legal basis for the award. The arbitrator may not award punitive damages and may not require one party to pay another party s costs, fees, attorney s fees or expenses. The award of the arbitrator will be binding on each party. Judgment upon the award may be entered in any federal district court. Section 17. LAWS TO GOVERN: This contract shall be interpreted according to the laws of the State of Florida. Section 18. NON-COMPETE: CARRIER agrees that it will not, during the term of this AGREEMENT and for a period of two years after termination of the AGREEMENT, directly or indirectly solicit freight from any actual or potential customer of SHIPPER after being introduced and/or serviced through SHIPPER in connection with this Agreement. CARRIER agrees that in the event of a breach of this Section, monetary damages may be insufficient to protect and compensate SHIPPER and therefore SHIPPER shall be entitled to seek an injunction for specific performance, in addition to any other rights or remedies available to SHIPPER. Pg. 5 Initals

8 Section 19. LIMITATION OF LIABILITY: The liability of SHIPPER and/or any of its affiliates and/or customers for any claim arising out of or related to this Agreement shall in all events be limited to the amounts it has agreed to pay CARRIER for the particular service that gave rise to the claim. IN NO EVENT, SHALL SHIPPER, ITS AFFILIATES OR ITS CUSTOMERS BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES RESULTING FROM LOSS OF USE OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN AN ACTION BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF CARRIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Section 20. ASSIGNABILITY: This AGREEMENT shall be binding upon and inure to the benefit of the parties and their respective representatives, successors, and assigns. This AGREEMENT may not be assigned by any party without the prior written consent of the other party. Section 21. RELATIONSHIP OF PARTIES: Carrier shall in no event be considered an employee or agent of shipper, but on the contrary, shall be deemed and treated as an independent contractor engaged by Shipper, and to that end Carrier shall control and designate such matters as load, routes, helpers, assistants and other matters with respect thereto in the services contemplated hereby. Shipper shall not be liable or responsible for the acts, omissions, or liabilities of Carrier or its employees or agents. Carrier assumes full responsibility for the payment of federal, state and local taxes or contributions or taxes for unemployment insurance, pensions, workers' compensation or other social security and related protection with respect to the persons engaged in the performance of the services rendered hereunder and agrees to comply with applicable federal, state and local laws, ordinances, regulations and rules applicable thereto. Carrier does hereby indemnify and hold harmless Shipper from any liability, loss or expense on account of Carrier's failure to comply with such applicable federal, state and local laws. Section 22. INDEMNIFICATION: CARRIER agrees to indemnify and hold harmless SHIPPER, its affiliates, its and their customers and each of their officers, directors, employees, successors and assigns (all hereinafter referred to in this clause as Indemnified Parties ) from and against any proven or alleged claims, demands, suits, losses, damages, liabilities, fines, penalties and expenses (including attorney s fees) that in any way arise out of, relate to or result from the acts or omissions of CARRIER, its affiliates, and each of their officers, directors, employees, successors in the performance of this Agreement, or arising from the items, tangible or intangible, furnished or services performed under or in contemplation of this Agreement including, but not limited to claims arising from: (1) injuries or death to persons or damage to property, including theft; (2) failure by CARRIER to perform any of its obligations under this Agreement, including but not limited to the BCG; (3) negligent or intentional acts or omissions of CARRIER; and (4) Carrier s or its employees or agents' violation of applicable laws or regulations. CARRIER agrees to defend SHIPPER, at SHIPPER s request, against any such claim, demand or suit. SHIPPER agrees to notify CARRIER within a reasonable time of any written claims or demands against SHIPPER for which CARRIER is responsible under this clause. Section 23. WAIVER: The failure by any party to insist on the full and complete performance by any other party of any of their obligations shall not waive or release such party's right to insist on full and complete performance of such obligation in the future. Section 24. FORCE MAJEURE: In the event that any party is unable to meet its obligations under this AGREEMENT due to any cause beyond its reasonable control, including but not limited to, strikes or lockouts, labor shortages or disturbances, acts of God, fires, accidents, floods, wars, riots, acts of governmental authority, the performance obligations of the party or parties affected by the force majeure conditions shall be suspended to that extent for the duration of such event (subject to a maximum of 5 business days); provided, however, that the parties shall make all reasonable efforts to continue to meet their obligations during the duration of the force majeure condition. The party declaring force majeure shall notify the other parties in writing when force majeure exists, the nature of the force majeure and when the condition is terminated. The suspension of any obligations owing to force majeure shall not cause the term of this AGREEMENT to be extended or affect any rights accrued under this AGREEMENT prior to the force majeure condition. Pg. 6 Initals

9 Section 25. CONFIDENTIALITY: The parties agree to keep all provisions of this AGREEMENT confidential and shall not disclose such without the prior written consent of SHIPPER and CARRIER. The parties acknowledge that they may be receiving confidential, proprietary information from the other (or from Shipper s customers) in connection with the implementation of this Agreement. The parties agree to safeguard and protect such information and not to disclose it to third parties without the prior written approval of the other and to use such information only for the purposes for which it was disclosed. The recipient acknowledges that the information disclosed may constitute proprietary information and trade secrets of the disclosing party. In the event of wrongful disclosure, monetary damages may be insufficient to protect and compensate the disclosing party and it shall be entitled to seek injunctive relief. Confidential information does not include information that (a) is or becomes available to the public without breach of this Agreement, (b) is lawfully obtained from a source that is not under an obligation of confidentiality to the disclosing party, (c) is in the possession of the recipient in written or other recorded form at the time of disclosure, (d) is disclosed on a non-confidential basis to a third party by or with the permission of the disclosing party, or (e) is independently developed by or on behalf of the recipient by individuals who have not received the disclosing party s confidential information. This confidentiality provision shall survive the termination of this Agreement. No news release, public announcement, denial or confirmation of same, relating to any part of the subject matter of this AGREEMENT or any phase of any program hereunder shall be made without the prior written approval of SHIPPER. Section 26. REPLACEMENT OF PRIOR AGREEMENTS: This AGREEMENT shall take the place of and entirely supersede any oral or written contracts/arrangements between any and all parties hereto that deal with the same subject matter as referenced herein, except for any rights, obligations and liabilities which by the terms of that contract or the law survive its expiration. Section 27. ENTIRE AGREEMENT: This AGREEMENT and any Appendices incorporated herein by reference constitute the entire AGREEMENT between the parties with respect to the subject matter hereof. This AGREEMENT supersedes all prior discussions, understandings, negotiations, and agreements concerning the subject matter. No preprinted terms set forth or referenced in a PO or CARRIER tariff or bill of lading shall apply in any way to this AGREEMENT or the Services provided hereunder. In the event of a conflict between this Agreement and SHIPPER s Rules Tariff (to the extent identified in an Appendix to this Agreement), the terms this Agreement shall apply. Section 28. CONSTRUCTION OF TERMS: The terms of this AGREEMENT have been arrived at after mutual negotiation and it is the intention of the parties that its terms not be construed against any party by reason of the fact that it was prepared by one of the parties. Section 29. SECTION CAPTIONS: Section captions and the order of the Sections are for convenience and shall not affect the construction of this AGREEMENT. Section 30. AMENDMENTS: Except as otherwise provided herein, this AGREEMENT may not be amended except when agreed upon in writing and signed by all parties. Section 31. HAZARDOUS MATERIALS HANDLING: Unless expressly provided in the applicable Schedule, Shipper shall not ship and CARRIER shall not accept for transport hazardous waste or regulated substances, as defined in the Resource Conservation and Recovery Act 42 U.S.C. section 6903(5) and 6991(2) respectively and as governed pursuant to 49 CFR Parts Pg. 7 Initals

10 Section 32. NON-DISCRIMINATION: In connection with its performance under this Agreement, CARRIER agrees not to discriminate against any employee or applicant for employment on the basis of race, color, religion, sex, national origin, age, disability, or status as a Vietnam era, special disabled, or other covered veteran. Unless exempted, Section 202, paragraphs 1 through 7 of Executive Order 11246, as amended, and the affirmative action clauses as set forth in 41 CFR Section , 41 CFR section 741.4, and section (requiring the annual reporting of covered veterans) are incorporated into this agreement by reference. CARRIER also agrees to comply with the provisions of 29 CFR Part 470, to the extent applicable (Obligations of Federal Contractors and Subcontractors; Notice of Employee Rights Concerning Payment of Union Dues). Section 33. SEVERABILITY: If any part, term, or provision of this AGREEMENT is declared unlawful or unenforceable, by judicial determination or performance, the remainder of this AGREEMENT shall remain in full force and effect. Section 34. CONTACTS/NOTICES: All notices provided hereunder shall be sent via certified mail or express courier to the following individuals/locations: SHIPPER: CARRIER: Harte-Hanks Logistics, LLC 1400 Newport Center Drive, Suite 200 Deerfield Beach, FL Phone: Facsimile: With a copy to: Harte-Hanks, Inc. VP, Contracts Administration 300, Concord Rd., Suite 500 Billerica, MA Facsimile: Section 35. TRAILER SAFETY REQUIREMENTS: CARRIER aggress to comply with SHIPPER/customer s trailer safety requirements, which include safe serviceable equipment of which trailers must be free of holes as necessary to keep freight dry. All trailers must have a least a twenty thousand (20,000) pound dynamic floor weight rating. CARRIER agrees to provide trailers that meet all of SHIPPER/customer s trailer safety requirements of all loads tendered to CARRIER by SHIPPER. Trailers not meeting these requirements may be refused by customer/shipper or by consignee. In the event CARRIER s trailer is rejected, CARRIER agrees to absorb the cost to transfer the product to a complaint trailer. Shipper shall not be liable to Carrier for any damage sustained by or to Carrier's equipment or for loss by confiscation or seizure of Carrier's equipment by any public authority, provided however that the damage was not caused by the Shipper while in Shipper s possession. Pg. 8 Initals

11 Section 36. CARRIER COMMUNICATIONS: When requested by Shipper, CARRIER agrees to track all shipments on an ongoing/continual basis and to promptly provide SHIPPER with shipment status upon request. CARRIER shall be linked electronically to the SHIPPER s computer system for load tendering and shipment status communications CARRIER compliance will be monitored through SHIPPER reports with full compliance mandatory within ninety (90) days of effective date of this Agreement. Failure to implement and maintain these communication standards may result in termination of this Agreement. CARRIER can establish this link through standard EDI transaction sets (e.g. 204, 214 and 210 etc.). Shipment status updates must be transmitted to SHIPPER a minimum of three (3) times for each shipment, one status update to confirm pick up, at least one status update for transit progress, and one to confirm delivery. These updates shall be transmitted within two (2) hours of the event. SHIPPER will send information to CARRIER regarding these communication options and assist CARRIER in implementing their data communication system on a timely basis. Section 37. AUTHORIZATION: Each party represents that the individual signing on its behalf has full authority to bind such party to this Agreement. This Agreement may be executed in counterparts and all such executed documents (including facsimile s) when taken together shall have the same force and effect as a single document. SHIPPER: HARTE HANKS LOGISTICS, LLC CARRIER: Pg. 9 Initals

12 Business Conduct Guidelines 1. Scope: This policy establishes the general business conduct guidelines for Harte-Hanks Logistics, LLC s ( Harte Hanks ) transportation carriers, freight forwarded, vendors and brokers (referred to herein as Carriers ). This policy is supplemental to the terms and conditions set forth in Carrier s contract with Harte-Hanks and may be updated by Harte-Hanks at any time upon written notice to Carrier. The business conduct guidelines set out herein (the Business Conduct Guidelines ) outline the standards expected of the Carrier and its employees in their dealings with the public and with customers, clients, vendors, volunteers and employees of Harte-Hanks. 2. Adherence to the Law: The Carrier and its employees must comply with all the laws applicable to the services performed by the Carrier. 3. Health and Safety: The Carrier and its employees shall perform the services for Harte- Hanks in a safe manner as required by law. 4. Alcohol and Drugs: The Carrier and its employees shall not possess, consume and/or traffic in alcoholic beverages, illegal drugs or restricted substances while performing the relevant services for Harte-Hanks. 5. Professional Image: The Carrier and its employees shall consistently present a professional image in attire, personal demeanor, communications and actions in all contacts with Harte- Hanks s customers and the public at large. 6. Appropriation of Company Assets: The Carrier and its employees must not borrow or make use of Harte Hanks (or its customer s) name, property, goodwill, funds, data or other assets) for their personal gain or benefit, or for the benefit of others. 7. Conflict of Interest: The Carrier and its employees must avoid activities or situations that involve real or perceived conflicts of interest with Harte Hanks and/or openly declare that a conflict of interest exists. 8. Gifts, Bribes, Kickbacks and Other Inducements: The Carrier will not give or encourage anyone else to give gifts, bribes, kickbacks or inducements of any kind to any (i) government employee, (ii) Carrier or (iii) higher tier contractor under government or non-government contracts or subcontracts, in order to gain any business advantage or contract. Carrier shall neither give to nor accept from Harte-Hanks personnel gifts or anything of value, including an item, service, hospitality, use of a vacation home, lavish entertainment, etc. Exceptions to this general gift policy may be made for infrequent gifts of nominal value (US $20 or less per item, aggregate value up to US $50 per year), as long as the gift was not given or received with corrupt intent and could not be perceived as such. In no event, should a gift be given to or accepted from Harte Hanks personnel during, or in connection with, contract negotiations. Any gifts offered or accepted should be reported to Harte Hanks management. 9. Report Violations of Code of Conduct: The Carrier should promptly report any violation or suspected violation of the Harte-Hanks Code of Conduct by contacting Harte Hanks Compliance Department at (978) Carrier should also immediately report any violation or suspected violation of the Business Conduct Guidelines by any Harte-Hanks employee. Carrier may also report any violation or suspected violation of the Code of Conduct by mail to Harte Hanks, Inc., Compliance Department, 300 Concord Road (Suite 500), Billerica MA 01821, or by facsimile at (978) Initials

13 CARRIER PROFILE We thank you for your interest in forming a strategic alliance with Harte Hanks Logistics. In order to fully maximize your available equipment, please fill out the necessary information and return to us via fax at CARRIER NAME: ADDRESS: FAX # PHONE # MOBILE# Note: By providing us with your mobile phone number, you authorize Harte Hanks Logistics to contact you on your mobile phone. Please be advise that your mobile carrier may charge you for such calls. Dispatch (Please print clearly) Pricing (Please print clearly) MAIN CONTACT NAME: FEDERAL ID # MC # STANDARD CARRIER ALPHA CODE (SCAC): TOTAL # OF TRACTORS IN FLEET: DO YOU OFFER TEAM SERVICE? Yes No TOTAL # OF TRAILERS IN FLEET: DRYVAN REEFER FLATBED LIST OTHER EQUIPMENT CAN YOU SPOT/DROP TRAILERS IF REQUIRED: Yes NO TRANSCHECK AUTHORIZATION Harte Hanks Logistics offers a % of fuel advance to our valued carriers in the form EFS Transcheck upon request. See below % table that will be deducted from the total cost of the load. $10 processing fee will be applied for each Transaction. Please completely and return to: Harte Hanks Logistics LLC 1400 Newport Center Drive, Suite 200 Deerfield Beach, FL Fax# TRANSCHECKS ARE ONLY AVAILABLE AFTER FREIGHT IS LOADED Transchecks can be issues to our drivers (maximum allowed is 30%, Limit $500 daily) Yes No Transchecks can be issues to our company (maximum allowed is 30%, Limit $500 daily) Yes No Name: Signature: Title: Date: Initials

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