Owner-Operator Lease Agreement

This Owner-Operator Equipment Lease Agreement ("Agreement") is entered into between ELTA LOGISTICS LLC ("Carrier") and the undersigned owner-operator or equipment owner ("Contractor"). The parties intend this Agreement to govern the lease of the equipment identified below and Contractor's transportation services while operating under Carrier's authority, subject to applicable federal and state law.

The lease begins on the Effective Date and continues until terminated. Either party may terminate this Agreement by giving the other party written notice as stated below, subject to any immediate termination rights for safety, insurance, legal, fraud, cargo, authority, or material-contract violations.

Contractor acknowledges Carrier may immediately remove equipment/driver from dispatch or terminate when continued operation would create a safety, insurance, regulatory, legal, fraud, cargo, authority, or material-contract risk.

During the lease, Carrier shall have the possession, control, and use of the leased equipment, and assumes responsibility for operation of the equipment as required by 49 C.F.R. Part 376. Nothing in this clause is intended to determine whether Contractor is an employee or independent contractor for any other purpose.

For completed and accepted loads, Contractor will receive 80% of the gross line-haul and other transportation revenue actually paid to Carrier for the load, and ELTA Logistics LLC will retain 20%, unless a separate written load confirmation signed or accepted by both parties states otherwise. The settlement statement will identify the load revenue and itemized authorized deductions. Compensation does not include amounts that are not actually earned or received, such as denied detention, denied TONU, rejected accessorials, chargebacks, or amounts reversed by the customer/broker, unless Carrier agrees otherwise in writing.

Carrier may deduct from settlements only amounts authorized by this Agreement, a written addendum, or applicable law. Potential deductions may include Contractor-responsible fuel advances/cards, tolls, permits, plates, insurance premiums charged to Contractor, ELD/equipment charges, cargo or property claims attributable to Contractor where legally permitted, advances, maintenance paid by Carrier on Contractor's behalf, fines attributable to Contractor, and other specifically authorized items. Each settlement will itemize deductions.

No escrow required unless a separate written escrow addendum is signed.

Unless Carrier expressly agrees otherwise in writing, Contractor is responsible for fuel, DEF, tolls, parking, scale tickets, meals, lodging, routine operating expenses, and other costs of operating Contractor's equipment. Any Carrier-paid advance may be deducted from Contractor's settlement if authorized by this Agreement.

Contractor warrants that the leased equipment is safe, roadworthy, properly maintained, and compliant with applicable FMCSA/DOT requirements. Contractor is responsible for maintenance, repairs, tires, and preventive maintenance unless otherwise agreed in writing. Contractor shall promptly provide maintenance and inspection records reasonably required for Carrier's compliance files. Contractor shall not operate equipment placed out of service or equipment that Contractor knows or should know is unsafe. Carrier may suspend dispatch until deficiencies are corrected.

Carrier will maintain insurance required for its operating authority as applicable. Contractor shall maintain any insurance required of Contractor under Carrier's written insurance schedule/addendum, including any physical damage, bobtail/non-trucking liability, occupational accident/workers' compensation, or other coverage that Carrier requires and that is legally applicable. Insurance responsibilities, limits, deductibles, and premium deductions must be documented before operation.

Contractor and each approved driver must comply with applicable FMCSRs, hours-of-service rules, ELD requirements, vehicle inspection rules, cargo securement requirements, drug and alcohol testing/Clearinghouse requirements when applicable, accident reporting procedures, roadside inspection requirements, and ELTA Logistics LLC safety policies. Carrier retains the right to prohibit dispatch when safety or qualification requirements are not satisfied.

No driver may operate under Carrier's authority until Carrier has approved the driver and completed required qualification procedures. Contractor must immediately report any license suspension, revocation, disqualification, medical qualification issue, Clearinghouse prohibition, out-of-service order, or other condition affecting legal qualification to drive.

Carrier controls dispatch under its operating authority. Contractor may accept or decline offered loads unless a separate lawful arrangement provides otherwise. Once Contractor accepts a load, Contractor must perform it safely and according to the rate confirmation, customer requirements, applicable law, and Carrier instructions that do not require unlawful operation. Contractor shall promptly communicate delays, breakdowns, accidents, cargo issues, detention, lumper expenses, rejected freight, and other events affecting the shipment.

Contractor must timely submit legible bills of lading, proof of delivery, lumper receipts, scale tickets, inspection reports, and other documents reasonably required for billing and compliance. Payment may be held until documents necessary to invoice or verify a load are received, to the extent permitted by law and this Agreement.

Contractor shall exercise reasonable care of cargo and follow load-specific handling, seal, temperature, securement, and delivery instructions. Contractor must immediately report cargo loss, damage, shortage, theft, seal discrepancies, accidents, or potential claims. Responsibility for a claim or deductible will be determined from the facts, applicable law, insurance coverage, and any valid written deduction authorization; this Agreement does not impose liability where prohibited by law.

Contractor must immediately report crashes, injuries, citations, roadside inspections, out-of-service orders, and vehicle defects to Carrier. Contractor shall provide copies of reports and cooperate with Carrier's required accident register, inspection certification, maintenance, insurance, and regulatory reporting.

Responsibility for base plates, apportioned registration, IFTA, permits, and related taxes/fees will be assigned in writing based on the equipment and operation. If Carrier advances an agreed expense on Contractor's behalf, the amount may be deducted from settlements when properly disclosed and authorized.

Carrier will provide or make available documentation supporting charge-back items where required by applicable leasing regulations. Contractor may request copies of documents used to determine compensation or deductions as provided by applicable law.

Except for Carrier's possession, control, and responsibility required under federal leasing regulations and Carrier's safety/regulatory obligations, the parties intend Contractor to operate an independently established business. Contractor is responsible for Contractor's own business expenses, taxes, and personnel obligations except where law or a separate written agreement provides otherwise. The parties understand that labels alone do not determine worker status under applicable law.

Only drivers approved by Carrier may operate leased equipment under Carrier's authority. Passengers are prohibited unless specifically authorized under Carrier policy and applicable insurance requirements.

Upon termination, Contractor must stop representing that the equipment is operating for Carrier, remove or return Carrier identification as directed, return Carrier property, ELDs, fuel cards, permits, documents, and other issued items, and provide final load paperwork. Carrier will process final settlement subject to lawful, documented deductions.

Contractor shall provide records reasonably necessary for Carrier to satisfy FMCSA, DOT, insurance, tax, customer, or safety-audit requirements relating to operations under this Agreement and shall preserve records for the periods required by applicable law.

This Agreement and its signed addenda constitute the parties' agreement concerning the leased equipment and services. Amendments must be in writing. If a provision is unenforceable, the remaining provisions remain effective to the extent permitted by law. Neither party may require the other to violate applicable safety regulations. Applicable federal motor-carrier leasing regulations control where they apply.

Governing law and venue, to the extent not preempted or controlled by federal law, will be the law of the state identified below. The parties should obtain independent legal and tax advice concerning their particular business arrangement.

By signing below, the parties acknowledge that they have read and received an opportunity to review this Agreement, understand the 80% Contractor / 20% ELTA compensation arrangement, and agree to the terms stated above and in any signed attachments.

IMPORTANT: Complete all blank business terms and attach the applicable insurance/deduction schedules before signing. Keep a fully executed copy for ELTA's records and provide a copy to the Contractor. This template should be reviewed for ELTA's actual insurance, registration, tax, and operating arrangements.