Over the Road Carrier Packet

Table of Contents:
www.us.yusen-logistics.com

2......... Contacts

3........ Requirements

4......Carrier Profile
Must be completed and returned to YLA before any loads can be tendered or paid

6.......... Request for Proof of Insurance

Must be sent to Insurance AgentCertificate must be received before loads can be tendered or paid

7......... Motor Carrier Agreement

Must be completed and returned to YLA before any loads can be tendered or paid

13........... Affidavit of Financial Responsibility

Must be completed and returned if FMCSA-approved self-insurance or self-insured retention

14........ Payment of Invoices

15............ Quick Pay Addendum

OPTIONAL -- To be completed and returned to YLA if electing Quick Pay

16............................... Form W-9

Must be completed and returned to YLA before any loads can be tendered or paid

17......................................... Code of Ethics for Carriers

Must be completed and returned to YLA

YLA Jacksonville, FL
Revised June 2, 2014 Replaces all previous versions
Carrier copy, please do not return this page
1
 Contacts
Freight Payables (option 1).877-897-3788
Freight Payables Fax ......901-260-8683
Carrier Relations Compliance..877-468-5557
Carrier Relations Fax ...901-260-8789

Branch Office Locations and Telephone Numbers

Chicago IL 888-881-1133 Jacksonville FL Seattle WA 800-333-9699
Cincinnati OH a. Over the Road-Intermodal 888-777-9955 Springfield MO 888-236-8639
a. Over the Road 877-474-2233 b. Specialized Services 800-874-3315
b. Intermodal Services 877-389-1334 c. POS/POP 800-351-1760 Canada Toronto 866-357-8585
c. Project Cargo 800-999-8785 Kansas City KS 888-942-4009 Mexico Celaya 800-541-3595
Dallas TX 877-552-3347 Memphis TN 800-284-0009 or 011-52-461-6090161
Dublin CA 877-846-9852 Raleigh NC 888-445-3590 Laredo 866-773-0334
St Louis MO 800-999-7584

To see our Available Loads List visit:

www.us.yusen-logistics.com
Simply click on the Available Loads link under Transportation
in the middle of the page (below Carrier Information). A login ID is not required.

Operating & Financial Information

Broker ..... MC-164520
SCAC ..YLAT

Intermodal ...... MC-164520

SCAC ..YLAR

State of Incorporation....New York

Federal Tax Identification Number...13-2618812
Dun & Bradstreet #D-U-N-S #......05-1532661

YLA Jacksonville, FL
Revised June 2, 2014 Replaces all previous versions
Carrier copy, please do not return this page
2
 Yusen Logistics (Americas) Inc.
Carrier Relations Compliance
13901 Sutton Park Drive S, Suite C-270
Jacksonville, Florida 32224
Toll free: 877-468-5557
Fax: 901-260-8789
To Our Valued Contract Motor Carrier:

Welcome to Yusen Logistics (Americas) Inc. We are pleased to have you as an integral part of YLAs
service network. As an organization, YLA is now committed more than ever to our transportation providers,
and are looking to build strong strategic alliances with a group of core carriers. We are working to improve our
communication with you, and provide you with the best customer service in the industry. At YLA, we are
investing in creating long lasting relationships with each or our carriers in order to facilitate growth and
development. Everything we do with you is based on building a strong foundation for continuous growth.

Please review and complete the attached forms and our carrier agreement. We rely on the accuracy of the
information you submit and it allows us to better understand your business and capacity. It gives all of our
offices and freight coordinators the knowledge necessary to assist our customers.

We have listed below the information and materials that must be submitted by all motor carriers doing
business with Yusen Logistics (Americas) Inc. Please expedite the following documents to us for our records.

PLEASE SEND IMMEDIATELY VIA FAX OR EMAIL THE FOLLOWING:

1. Completed and signed Carrier Profile (pages 4 & 5).
2. Completed and signed MOTOR CARRIER AGREEMENT with Yusen Logistics (Americas) Inc. (pages 7-11).
3. Quick Pay Addendum (page 14 to be completed and submitted if you elect to participate).
4. Completed and signed Substitute Form W-9. Include the exact name, doing business as name, if any, and
Federal ID number or SSN that will appear on your tax return. If changes made, please notify YLA immediately.
5. Copy of FMCSA Operating Authority.
PLEASE SEND IMMEDIATELY VIA FAX OR EMAIL TO YOUR INSURANCE AGENT:
1. Completed and signed Request for Proof of Insurance (page 6). CERTIFICATE(S) OF INSURANCE must
be received from your insurance agent before your first load is tendered and certificate must evidence
coverage as a contract carrier as follows:
a. PRIMARY CARGO INSURANCE with a minimum of $100,000 coverage. The Cargo exclusions and
deductible amount must also be listed (with YLA as the certificate holder).
b. AUTO LIABILITY INSURANCE (including hired and non-owned auto liability
uninsured/underinsured insurance) with a minimum of $1,000,000 of coverage (with YLA as the
certificate holder).
c. WORKERS COMPENSATION INSURANCE in accordance with state statutory limits (with YLA as
the certificate holder).

Additional documents may include Hazardous Materials Registration, Canadian or Intrastate authorities and CARB
certification (if applicable).

Your US DOT Safety Rating must be Satisfactory to qualify as a carrier for YLA. However, we may qualify you based
on your CSA SMS data if your company is not yet rated in the SAFER database. If you have any questions, please call
Carrier Relations at 877-468-5557.

Our strategic alliances are the key to our mutual success. We look forward to growing and strengthening our future
relationship, and welcome you to our dynamic organization.

Please email these documents to carrier.relations@us.yusen-logistics.com or fax to 901-260-8789.

YLA Jacksonville, FL
Revised June 2, 2014 Replaces all previous versions
Carrier copy, please do not return this page
3
 CARRIER PROFILE
Must be Completed and Signed by an Authorized Company Representative or Officer
Please Complete FULLY and Return Via Fax to (901) 260-8789

MC# ________________________ DOT# ______________________ CA or TxDMV# ____________________

Carrier name: ____________________________________________________________________________________
Physical address: _________________________________________________________________________________
City / State / Zip: _________________________________________________________________________________
Contact Name: ___________________________________ Phone # Toll Free: _______________________________
Phone # Local: ___________________________ (office) Phone # After Hrs: _____________________________ (notify)
Fax #: ____________________________ Document Fax #: _________________________ (used to fax POD requests, etc.)
Dispatcher(s) _____________________________________________________________________________________
E-mail address: ____________________________________________________________________________________
Would you like available loads e-mailed to you nightly? (Circle One) YES or NO
Company Website: _________________________________________________________________________________
Remit to or Factoring Company: _____________________________________________________________________
and/or P.O. Box ________________________________________________________________________________
City / State / Zip: ______________________________________________________________________________
SCAC: ______________________________ Max net cargo weight: ___________________lbs.
COMCHEK AUTHORIZATION INCLUDES FULL AUTHORIZATION TO ALL STAFF

Do you allow advances (ComCheks) for expenses or Do you allow advances (ComCheks) for Lumper
ComChek on Delivery? fees?

(Circle One): YES or NO Initials ___________ (Circle One): YES or NO Initials ___________

Federal Identification or EIN# __________________________________

EQUIPMENT PROFILE Please enter the COUNT for the following equipment types:
48 Vans:____ 48 Reefers:_____ Specialized Flats:_____ Double Drops:____ Hotshots: flats ___
53 Vans:____ 53 Reefers:_____ Step Decks: _____ Bulk Wet: ____ Hotshots: vans ___
57 Vans:____ Flatbeds: _____ Curtain Sides: _____ Bulk Dry: ____ Plate Trailers ___
SERVICES PROFILE Check all that apply

Are you Haz-Mat qualified?  Do you blanket wrap? 
MUST Provide Haz-Mat Certificate 
Do you have Insurance coverage for Electronics?
Pallet Exchange?  Do you have a liquor permit? 
Do you handle partial shipments?  Drop Trailers? 
Does your fleet contain vented vans?  Do you have a Satellite Tracking System? 
Side Kits?  Do you have garment hangers available? 
Can you handle over-dimensional?  Do you handle reefers? 
Does your fleet have spread axles available?  Do you have overweight permits? 
Flatbed fleet has lumber tarps available?  C-TPAT Certified? SVI# _______________________
Tow Aways?  MUST Provide C-TPAT Certificate
Does your fleet have air ride available?  Member of the U.S. EPA SmartWay Program? 
Do you have teams?  TWIC drivers available? 
Are you HM232 certified?  CARB compliant vehicles available? 
Are you Bonded?  CARB IDN __ __ __ __ __ __ __ __ __
Does your fleet have liftgates available?  FAST compliant or certified?

YLA Jacksonville, Revised June 2, 2014 Replaces all previous versions

Carrier MUST complete and return this page
4
 Must be Completed and Signed by an Authorized Company Representative or Officer

Please Complete FULLY and Return Via Fax to (901) 260-8789

CARRIER PROFILE (Continued)

DAT Zones Served -- circle individual states served, or zone served, or

Check here for all ____

Z0 (CT ME MA NJ NH RI VT) Z5 (IA MN MT ND SD WI)

Z1 (DE NY PA) Z6 (IL KS MO NE)
Z2 (MD NC SC VA WV) Z7 (AR LA OK TX)
Z3 (AL FL GA MS TN) Z8 (AZ CO ID NV NM UT WY)
Z4 (IN KY MI OH) Z9 (CA OR WA)

CANADA SERVED -- Circle province or Check here for all ____

AB Alberta NB New Brunswick ON Ontario SK Saskatchewan

BC British Columbia NF Newfoundland PE Prince Edward Island
MB Manitoba NS Nova Scotia QC Quebec

INTO MEXICO -- Circle Crossover or Check here for all ____

Brownsville Calexico Eagle Pass El Paso Laredo Nogales Otay Mesa

Please indicate which ONE type of business: Small Business (SB) _____
CHECK ONLY ONE (IF ANY) Small Disadvantaged Business (SDB) _____
YOU MUST PROVIDE Women-Owned Small Business (WOSB) _____
CERTIFICATION TO Veteran-Owned Small Business (VOSB) _____
CHECK ANY OF THESE Service-Disabled Veteran-Owned Small Business (SDVOSB) _____
TYPES OF BUSINESSES HUBZone Small Business (HUBZone) _____
Minority-Owned Business _____

Company is unaware of any Yusen Logistics (Americas) Inc. employee who has a direct financial interest in company.

Signed this ________ day of _____________________, 20________ By: ____________________________________________

(Signature of Authorized Company Representative)
(Electronic signatures are prohibited)

Manager ___ Officer ___ Owner ___ OR

Agent with contracting authority ___

____________________________________________
(PRINT NAME)

Title: __________________________________________

YLA Jacksonville, Revised June 2, 2014 Replaces all previous versions

Carrier MUST complete and return this page
5
 REQUEST FOR PROOF OF INSURANCE

Carriers: Please complete this form and fax it to your insurance agent. Certificate naming Yusen as the
certificate holder must be received prior to tendering first load. Thank you.

Attention Insurance Agents:

We appreciate your prompt response to this important request.

To:
Insurance Agent

Agents FAX Number:

Insured:
Carriers Company Name (Insureds Name)

Carriers MC #:

Signed: Date:

Name:
(Please Print)

RE: CERTIFICATE OF INSURANCE

Dear Insurance Agent,

Thank you for your prompt handling of this request. This fax is requesting a signed Certificate of Insurance for
the above named insured. This certificate should list the insureds coverage for Workers Compensation, Auto
Liability and Cargo, (with cargo deductibles noted), and should indicate whether the coverage is All Risk
or Broad Form and whether the Cargo policy contains exclusions for electronics, hazardous materials,
and any other commodity or freight types.

Please make the certificate to:

Yusen Logistics (Americas) Inc.

13901 Sutton Park Drive South
Suite C-270
Jacksonville, FL 32224

Yusen Logistics (Americas) Inc. must be listed as a certificate holder (for cargo) and/or additional insured
(for commercial general and auto liability), with notice of cancellation or change.

Please fax the certificate to 901-260-8789 or email to carrier.relations@us.yusen-logistics.com

Should you have any questions about this request, please contact Carrier Relations Compliance at 877-468-
5557.

YLA Jacksonville, FL
Revised June 2, 2014 Replaces all previous versions
Please complete and fax to insurance agent

6
 Please initial each page, sign where indicated on page 11, and return all
pages via fax to 901-260-8789

MOTOR CARRIER AGREEMENT

Yusen Logistics (Americas) Inc. Transportation Division
This Agreement, made and entered as of ________________, 20___, by and between ______________________
____________________________________,Carrier herein, and Yusen Logistics (Americas) Inc., a New York corporation, 13901 Sutton Park Drive
South, Suite C-270 Jacksonville, FL 32224 (Transportation Office), hereinafter YLA.

WHEREAS, YLA is a property broker of motor carrier transportation services duly licensed by the United States Surface Transportation Board,
Department of Transportation, licensed under MC # 164520 and has available from time to time various shipments requiring the service of a
highway motor carrier to transport said shipments.

WHEREAS, Carrier is a highway contract carrier and is operating solely with authority granted to it by DOT Permit: __________ MC No.
___________________ or intrastate permit___________________ issued by the State of __________________________. Carrier represents and
warrants that if it also has brokerage authority under the same MC number, that it is applying for separate brokerage authority under a distinct
number and will not accept any loads under this Agreement under its brokerage authority.

This Agreement is for an ongoing series of shipments and is hereby: reduced to this writing; drafted in a manner to meet the distinct
transportation needs of YLA acting as a broker/shipper; shall be bilateral in nature in that it obligates both Carrier and YLA to certain performance
requirements; shall cover a series of shipments over the term of this Agreement; and shall inure to the benefit of YLAs successors, assigns, parent
and subdivisions as if the same were first parties to this Agreement.

NOW THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL BENEFIT AND PERFORMANCE REQUIREMENTS STATED HEREIN, THE PARTIES
AGREE AS FOLLOWS:

1. Transportation and Delivery:

1.1. Carrier agrees to transport and deliver specified commodities, in accordance with the shipping instructions issued to it by YLA, for and on
behalf of various YLA customers or beneficial owners, (Beneficial Owner(s)), and, where required, to have its driver(s) be responsible
for the loading and/or unloading of all commodities tendered to it by YLA under the terms and conditions hereinafter set forth. In all
instances where Carrier is not required to load or unload said shipments, Carrier shall have the duty to determine, to the extent that the
Carrier would reasonably be able to ascertain that each shipment is properly loaded, and Carrier agrees to indemnify, defend, and hold
harmless YLA and Beneficial Owner against all loss, cost, damage, or liability of any kind or nature arising from or as the proximate
consequence of improper or unsafe loading or unloading of any shipment to the extent that this could have been reasonably ascertained
through ordinary inspection and diligence. Carriers acceptance of any shipment, or its receiving signature on the bill of lading, shall be
conclusive that the number of pieces shown on the bill of lading is correct and that lading is in apparent good condition. Where Carrier
receives a sealed container, Carrier shall notate Shipper Load and Count (SL&C) and seal number on the bill of lading. Carriers failure
to do so will make Carrier liable for loss and damage as if the container had been received without seal.
1.2. For LTL shipments only.
1.2.1. AS USED HEREIN, LESS THAN TRUCKLOAD TRANSPORTATION (LTL) SHALL MEAN LOADS WITH A BILLED WEIGHT OF LESS THAN 20,000 LBS. AND
NOT EXCEEDING 28 LINEAR FEET OF A TRAILER.
1.2.2. Where Carrier receives a sealed container, in addition to the above, Carrier will notify Shipper of any discrepancies within 24 hours
after first break. This will not include weekends or holidays, in which case such notice shall be provided within 24 hours following
the next business day. Carrier will not be liable for uncountable, palletized orders, picked up and delivered with wrap intact.
Failure to report such discrepancies transfers full responsibility for loss and/or damage to the Carrier.
1.2.3. If Carrier elects to reweigh, re-measure, or reclassify freight it shall do so in writing within 24 hours of pick up, unless Carrier
requests and YLA provides an extension of time in writing. Failure to do so within said time period shall mean that the weight,
class and dimensions noted on the bill of lading are presumed correct.
2. Rate Requirements:
2.1. The truckload transportation Rates hereby agreed to between the parties shall be confirmed by written Load/Rate Confirmations issued
by YLA, signed by Carrier, and returned to YLA. A Load/Rate Confirmation shall be issued and executed on a load-by-load basis. The terms
of the parties Load/Rate Confirmations are incorporated herewith. In the absence of the Carriers signature on the Load/Rate
Confirmation, the Carriers arrival at origin and/or loading of the freight at pick-up shall be deemed an acceptance of the terms stated in
the Load/Rate Confirmation which represents the parties last negotiated terms prior to such arrival and/or loading.

_______________ ________________
Carriers Initials MC #
YLA Jacksonville, FL
Revised June 2, 2014 Replaces all previous versions
Carrier MUST complete and return this page.
7
 2.2. Rate modifications may be established in order to meet further shipping requirements, but such changes shall be in writing and initialled
by both parties.
2.3. All truckload Rates and any subsequent modifications shall be and are full-value rates. No shipment contemplated by this Agreement
shall be tendered or move under a released rate value.
2.4. In addition to the truckload Rate, which is to be an all-inclusive rate, the parties acknowledge that certain accessorial charges may arise
from time to time. Unless YLA agrees in writing otherwise, YLAs standard accessorial rates published on the Load/Rate Confirmation shall
apply without regard to Carriers own accessorial rates, which may be more or less.
2.5. YLA and Carrier may agree on each shipment as to required transit time. Such agreements may make the transit time obligation less or
more than reasonable dispatch. In the absence of an agreement between the parties, the following transit time schedule shall apply to
truckload shipments: (1) On shipments moving less than 500 miles, next day delivery; (2) On shipments moving more than 500 miles, one
day more for every increase of 500 miles, or part thereof. (To illustrate: on a shipment moving 2900 miles, delivery shall be made in six
(6) days). Safety on the highways is of major concern to both parties, and these transit times are compatible with the Federal Highway
Administrations Safety Rules. The Carriers standard transit times will apply to LTL shipments. Notwithstanding the forgoing, Carrier shall
not suspend service at any time after loaded dispatch, nor delay service by stop over for any reason that would leave the Carriers
equipment (and/or the Beneficial Owners property) unattended. Carrier shall provide adequate security as a prudent Carrier would or as
otherwise required for inclusion of coverage under Carriers primary inland marine cargo policy. Further, Carrier shall not disengage or
detach Carriers power unit from the trailer, container/chassis, flatbed or other equipment of carriage at anytime unless for lawful
interchange (for LTL shipments only), emergency or extenuating circumstances require the same. In the event the equipment of carriage
is disengaged from or becomes detached from the Carriers power unit, Carrier shall ensure the Beneficial Owners property is safe and
secure. In such case, Carriers liability as receiving motor carrier shall continue and not as a warehouseman. Carrier shall not withhold
delivery of any freight due to any dispute with YLA regarding freight charges or otherwise. Carrier waives and releases all liens which it
might otherwise have to any freight in its possession.
2.6. For LTL shipments only:
2.6.1. The initial transportation rates for less-than-truckload transportation are pursuant to either (1) a generic pricing addendum to this
Agreement as supplemented from time to time by signed and written amendment; (2) Shipper or account specific pricing
addenda, or (3) an all-inclusive rate via a unique Spot Quote number for one time use only. The parties acknowledge that certain
accessorial charges may arise from time to time. Unless otherwise specified in a pricing addendum, YLAs standard accessorial and
fuel surcharge rates shall apply.
2.6.2. All LTL rates agreed to hereinabove and any subsequent modifications are to be full value rates, and no shipment contemplated by
this Agreement shall be for released rate value, other than as discussed under Section 6, Carriers Cargo Liability below.
Notwithstanding the absence of a reference to this Agreement, all pricing addenda or pricing agreements entered into between
the parties during the term of this Agreement shall be subject to the terms and conditions of this Agreement unless expressly
stated otherwise therein and signed by an officer of YLA.

3. Insurance and Safety Requirements:

3.1. Carrier shall maintain Automobile Liability and Cargo Legal Liability Insurance at all times with minimum coverages of $1,000,000
($5,000,000 if transporting hazardous materials including environmental damages due to release or discharge of hazardous substances);
combined single limit per occurrence in auto liability coverage (including hired and non-owned auto liability uninsured/underinsured
insurance) and $100,000 cargo legal liability insurance per incident on each vehicle and workers compensation insurance, unless
exempt, as required by the Carriers state of domicile. Carrier will provide YLA or its designated agent with a copy of said policies or
certificates of insurance, verified by the insurer, stating the required coverages and listing any deductibles, exceptions or exclusions
applicable to the services provided herein. Certificates shall be addressed to YLA as certificate holder of the cargo and workers
compensation and YLA, its affiliates and subsidiaries as additional insured on the automobile liability policy to the extent of Carrier
indemnification obligations contained herein. Should any of the described policies be cancelled prior to the expiration date thereof,
notice will be delivered in accordance with the policy provisions. Carrier shall notify YLA in writing within 24 hours of a material change
in the coverage, deductibles, exceptions or exclusion or in the event of cancellation. Carriers shall notify YLA, in writing, no less than 10
days prior to policy change or change in insurer. Without limitation, Carrier agrees to indemnify and defend YLA for any failure to
maintain the aforementioned insurance or to properly notice YLA of such failure.
3.2. If Carrier (1) is FMCSA-approved for self-insurance (2) has a self-insured retention in excess of $25,000, instead of or in addition to a
deductible for all or any portion of the commercial automobile liability or cargo insurance required herein; or (3) has a deductible in
excess of $25,000 for any of the policies stated above, then if Carrier meets conditions (1) or (2) it must furnish YLA with an Affidavit of
Financial Responsibility and the documents required therein prior to the effective date of this Agreement, and if Carrier meets any of the
three conditions, upon YLAs request, it must submit such quarterly financial reports to YLA during the term of this Agreement as it
might request.
3.3. It is understood and agreed that Carrier and its employees, sub-haulers, lease drivers, and the like are not employees or agents or
authorized to act in any respect on behalf of YLA or Beneficial Owner. Carrier will provide adequate workers compensation insurance for
its employees in accordance with statutory limits and will have its insurance carrier maintain a copy of said workers compensation
insurance policy, or certificate of insurance reflecting the required coverage, on file with YLA at all times.

_______________ ________________
Carriers Initials MC #
YLA Jacksonville, FL
Revised June 2, 2014 Replaces all previous versions
Carrier MUST complete and return this page.
8
 3.4. Carrier shall maintain all applicable Operating Permits and Licenses required under federal and state laws and regulations. Carrier
represents that such permits and licenses are current and will remain valid and current for any transportation services provided under
this Agreement. Carrier represents that as of the date of this Agreement it is not yet rated or has a satisfactory safety rating as
determined by the Federal Motor Carrier Safety Administration (FMCSA) under part 385 of chapter 49 of the Code of Federal
Regulations or equivalent rating under the Compliance Safety and Accountability (CSA) Safety Fitness Determination (SFD) program.
Carrier represents that it is and will be reasonably able to arrange all necessary equipment and properly qualified, trained, and licensed
engineers/pilots/drivers for the movement of Beneficial Owners freight. All trailers furnished by Carrier shall meet the specifications
described and identified by 49 CFR and shall be clean, dry and free of any defects, and shall not have been used by Carrier to transport
solid waste, refuse or garbage, and shall in all other respects be suitable and legal for the transportation of Customers commodities
tendered to Carrier.
3.5. For Intrastate Carriers: Carrier shall comply with, and shall be governed by, all applicable provisions of the Interstate Commerce
Commission Termination Act of 1995 (ICC Termination Act of 1995), and related laws, rules and regulations of the Surface
Transportation Board and the U.S. Department of Transportation, to the extent they govern contract carriage.

4. Bill of Lading, Freight Bill Requirements, Payment Terms/Factoring:

4.1. Freight ready for transit shall be picked up at the designated point of origin by Carrier at the time specified by YLA and shall be delivered
to the point of destination by Carrier as specified by YLA in the bill of lading or by other shipping documents provided at origin, including
the Load/Rate Confirmation if provided on dispatch, which shall be completed upon delivery at point of destination and be deemed
Proof of Delivery. Carrier shall provide a completed bill of lading or Proof of Delivery and Load/Rate Confirmation in support of
Carriers freight bill within twenty (20) days of delivery. Each bill of lading and Freight Bill shall contain the PRO number (load number)
assigned to each shipment by YLA at time of dispatch. Should any additional requirements of Carriers services have been agreed, Carrier
shall satisfy and document the same.
4.2. If applicable, YLA will pay Carrier's invoice less 5% of the total freight charges, excluding lumper charges, via ComChek after receipt of
supporting documentation by YLAs Dispatching Branch Office. Carrier's invoice and supporting documentation must be received within
seven (7) days of the date of delivery.
4.3. Carrier shall provide YLA written notice of an assignment, factoring, or other transfer of its right to receive payments arising under this
Agreement thirty (30) days prior to such assignment, factoring, or other transfer taking legal effect. Such written notice shall include the
name and address of assignee/transferee, date, effective date of assignment and terms of the assignment and shall be considered
delivered upon receipt by YLA of such written notice by Carrier. Such notice from Carrier is a precondition of payment to any factoring
agent or financial institution. Should YLA pay said factoring agent or financial institution then any and all payment obligations to Carrier
are waived by Carrier and extinguished. Carrier shall indemnify and hold YLA, its customer, consignee, or Beneficial Owner harmless from
any and all lawsuits, claims, actions, and damages (including reasonable attorneys fees, obligations, liabilities, and liens) arising or
imposed in connection with the assignment or transfer of any account arising under this Agreement. YLA reserves the right to accept or
reject the factoring and/or assignment. Should YLA decline the factoring and/or assignment, it can terminate the Agreement
immediately.
4.4. For LTL Shipments only: Each freight bill shall contain the discount, class, weight and PRO number, and spot quote number, if applicable.

5. Carrier Shall Hold Harmless YLA and Beneficial Owner:

5.1. Carrier agrees to comply with all federal, state, and local laws, rules, regulations, and conditions governing its activities hereunder as a
highway motor carrier (Governing Laws) and at all times to perform its services hereunder in a good and workmanlike manner in
accordance with the highest standards of the trade.
5.2. Carrier agrees to indemnify, defend, release, and hold YLA and Beneficial Owner harmless from and against all liability, costs, and expense
for failing to comply with a Governing Law, loss or damage to property and/or injury to or deaths of persons (including, but not limited to,
the property and employees of each party hereto) when arising or resulting, directly or indirectly, from any acts or omissions of Carrier,
its agents, subcontractors, employees, or invitees associated with or arising out of this Agreement. Carrier shall have no obligation to
indemnify and hold harmless hereunder to the extent such damages are due to the negligence of YLA, its customer, or Beneficial Owner.
5.3. The indemnification set forth in this Section 5 excludes any cargo claims which claims are subject only to those terms and conditions set
forth in Section 6.
5.4. To the extent that any shipments subject to this Agreement are transported within the State of California, Carrier warrants that: All 53
foot trailers, including both dry-van and refrigerated equipment it operates and the Heavy-Duty Tractors that haul them within California
under this Agreement are in compliance with the California Air Resources Board (CARB) Heavy-Duty Vehicle Greenhouse Gas (Tractor-
Trailer GHG) Emission Reduction Regulations; and all refrigerated equipment Carrier operates within California under this Agreement is in
full compliance with the CARB TRU ACTM in-use regulations. Carrier shall be liable to Broker, its customer, the consignee, or Beneficial
Owner for any penalties, or any other liability, imposed on, or assumed by any of the foregoing due to penalties imposed on any of the
foregoing because of Carriers use of non-compliant equipment.

6. Carriers Cargo Liability:

6.1. Carriers liability for loss or damage shall be for full actual loss, subject to and determined solely by the cargo liability limitation terms of
this Agreement.
_______________ ________________
Carriers Initials MC #
YLA Jacksonville, FL
Revised June 2, 2014 Replaces all previous versions
Carrier MUST complete and return this page.
9
 6.2. Any attempts to limit Carriers liability or alter claim periods by tariff or other Carrier-controlled documents incorporated by reference in
a bill of lading, pricing agreement/addenda, or shipping document shall be deemed null and void.
6.3. Carrier shall be liable to YLA to the extent of its interest and to Beneficial Owner for loss or damage to any property transported under
this Agreement as set forth under 49 U.S.C. Section 14706. Such liability for the full actual value of loss and damage to cargo shall begin
at the time the cargo is first loaded upon Carriers equipment (or its permitted substitute) at point of origin, and continue until said cargo
is delivered to the original final destination consignee, or to any intermediate stop-off point. Carriers liability shall not be limited in
anyway by limitations or exclusions of coverage in Carriers required insurance policies set forth in Section 3 hereof.
6.4. For LTL Shipments Only. Carrier shall be liable to YLA for loss or damage to property as set forth above; provided, however, that such
liability shall also be subject to the current NMFC 100 classifications at the lowest declared or released value, limited to the lesser of
$25.00 per pound or actual invoice value per less-than-truckload bill of lading. Carriers maximum liability for used, remanufactured, or
refurbished articles, or personal effects shall be $.50 per pound per used item (including reconditioned, re-manufactured or rebuilt), per
piece witihin a less-than-truckload shipment.
6.5. Carrier shall promptly handle and resolve any claims, which are submitted by YLA or directly by Beneficial Owner, Consignor or Consignee
for loss or damage to any property, which is transported by Carrier under this Agreement. Carrier shall resolve those claims pursuant to
the provisions of 49 C.F.R. 370, et seq. Within thirty (30) days of reciept of a claim, Carrier must acknowledge receipt of a claim in writing.
Carrier hereby grants YLA the right to file a claim with Carriers insurance company. Carrier shall promptly pay, deny or settle all claims
hereunder within one-hundred and twenty (120) days. If valid claims are not paid within 120 days, Carrier authorizes YLA to offset unpaid
claim amounts from any amounts owed to Carrier by YLA.

7. YLA Responsible for Documented Freight Charges/Release of Beneficial Owner, Consignor and Consignee:
7.1. Carrier shall use such forms and keep such records of shipments as YLA shall prescribe. All shipments will be made on prepaid basis with
YLA being responsible for all lawful freight charges due Carrier. YLA will pay Carriers invoice within thirty (30) days from the date of the
original invoice, and receipt of bill of lading/Proof of Delivery, and Load/Rate Confirmation. (Note: The Load/Rate Confirmation applies to
full truckload only.) Carrier agrees to release and waive any claim against Beneficial Owner, Consignor or Consignee for freight charges
and agrees to seek payment for freight charges from YLA only.
7.2. If ComChek on Delivery is selected on the Carrier Profile page, Carrier must notify the Yusen dispatcher of this election at time the load is
booked in order to receive payment via ComChek. YLA shall pay Carriers invoice, discounted at a rate of 5% of the total freight charges,
excluding lumper charge upon delivery after receipt of supporting documentation to Yusen Dispatching Branch Office. Comchek on
Delivery must be executed with proof of delivery and coordinated with your Yusen Dispatcher within 7 days of delivery. Thereafter,
Comcheks cannot be issued and Carrier must submit an invoice in accordance with Section 4 above.

8. Carrier Not To Subcontract/Broker; Limited Right To Interline LTL Shipments:

Carrier shall not broker, subcontract or assign any portion of their duties to transport the shipments of freight contemplated by this
Agreement. Carrier will provide services to YLA as a motor carrier solely under the MC and DOT numbers listed above and not provide
services as a broker. Carrier shall transport YLAs customers cargo under Carriers motor carrier authority either with motor vehicles owned
by or leased to Carrier or, for less-than-truckload shipments, pursuant to lawful interchanges where Carrier physically transports the cargo as
the originating carrier. In the case of a lawful interchange of a less-than-truckload shipment or an improper brokerage of a full truckload
shipment, Carrier agrees to pay any and all charges relating to the movement of the shipment, and to indemnify and hold harmless YLA
and/or YLAs customers from any and all freight charges claimed to owe directly to the underlying motor carrier. In the event Carrier fails or
refuses to pay its subcontractor, Carrier forfeits its right to payment, and YLA may pay the subcontractor directly without recourse. Carrier, as
receiving carrier, expressly agrees that it shall have primary liability and be responsible for, and settle any cargo claims that may arise in
connection with services perform under this Section pursuant to 49 U.S.C. Section 14706.

9. Series of Shipments:
Carrier and YLA agree that the following consideration is mutually valuable and supports this Agreement:
Broker shall provide to Carrier for shipment a minimum of two (2) shipments consistent with the rate requirements stated hereinabove for
each year this Agreement remains in effect, and Carrier agrees to transport those shipments tendered during that period of time.

10. Distinct Needs

10.1. Both parties recognize that motor contract carrier service is based on providing a service designed to meet the distinct needs of a
shipper. This Agreement does not contemplate the assignment of motor vehicles under continuing agreements, but the contract herein
has been designed to meet the distinct need of YLA and its customers.
10.2. Carrier expressly waives any and all rights and remedies under Subtitle IV Part B of 49 U.S.C. (as allowed by 14101) to the extent such
rights and remedies conflict with the terms and conditions of its agreement with YLA.

11. Utilization of Other Carriers/Agreement not Exclusive:

YLA shall have the right to utilize other motor carriers as necessary to ensure prompt and efficient service to its customers. Nothing contained
herein or otherwise shall limit YLAs right to hire additional motor carriers from time to time as it sees fit at its sole discretion. Except as otherwise

_______________ ________________
Carriers Initials MC #
YLA Jacksonville, FL
Revised June 2, 2014 Replaces all previous versions
Carrier MUST complete and return this page.
10
provided in Section 17, Back Solicitation, below, Carrier shall have the right to accept freight tenders from other brokers and beneficial owners as it
deems appropriate. Nothing contained herein or otherwise shall limit Carriers right to do so in its sole discretion.

12. Independent Contractor Relationship:

The relationship of the Carrier to YLA shall, at all times, be that of an independent contractor. YLA expressly disavows any agency, partnership, or
joint venture relationship between YLA and Carrier. If requested, Carrier shall expressly confirm in writing to any third party its status as an
independent contractor.

13. Force Majeure:

In the event that either party to this Agreement shall be prevented from or delayed in performing any of its obligations hereunder on account of
any law or legally binding order, regulation, direction, or act of any government or any department or agency thereof having jurisdiction over such
party, or on account of war, Acts of God, labor disturbances, or any cause beyond the control of such party, such party shall be excused from
performing its obligation hereunder to a like extent and neither party shall be liable to the other for damages by reason of any delay or suspension
of performance resulting from the disabilities listed in this Section.

14. Entire Agreement; Agreement Supersedes:

14.1. This Motor Carrier Agreement, and if applicable, the appendices, pricing or load documents, schedules, and exhibits attached hereto
(collectively the Agreement) consitutes the entire Agreement between the parties. This Agreementsupersedes and cancels, as of the
effective date hereof, all prior agreements between the parties with respect to the service to be performed hereunder. To the extent
that the terms of any bill of lading conflict with the terms of this Agreement or Load/Rate Confirmation, the Agreement and Load/Rate
Confirmation shall control.
14.2. For LTL Shipments only : To the extent that the terms of any pricing documents, load tender, spot quote or any other documentation
conflict with the terms of this Agreement, this Agreement shall control.

15. Governing Law:

This Agreement shall be interpreted in accordance with and governed by the laws of the State of Tennessee to the extent that such laws are not
inconsistent with the applicable federal laws or regulations, without giving effect to any choice or conflict of law provision or rule that would cause
the laws of any other jurisdiction to apply. Any disputes arising under this Agreement shall be brought in the courts of the State of Tennessee.

16. Term, Termination, Severabilty, Assignment and Modifications:

16.1. This Agreement shall remain in effect for a period of one year from the Effective Date. It shall automatically renew from year-to-year
thereafter as of the anniversary. In any event, pricing herein, or in the appendices attached hereto, shall be for the period stated
therein and shall be subject to annual review and negotiation prior to the expiration of pricing therein. Notwithstanding anything herein
to the contrary either party hereto may cancel or terminate the Agreement and any appendices, schedule, or exhibits attached hereto at
any time upon not less than thirty (30) days written notice of one party to the other, provided that upon cancellation, any transaction
already in progress shall remain subject to the terms of this Agreement until completed. Termination of this Agreement shall terminate
any pricing, appendices, schedules, or exhibits attached hereto. Should any portion of this Agreement be held unenforceable, all other
provisions not found so will continue in effect.
16.2. YLA may assign its rights and obligations under this Agreement to an affiliated entity in conjunction with a merger, acquisition or
consolidation. This Agreement shall be binding upon the successors and assigns of all of the parties hereto, provided however, that
Carrier shall not assign this Agreement or any rights hereunder to any third party without the express prior written consent of YLA, and
such consent may be withheld in its sole discretion.
16.3. No amendment or modification of this Agreement shall be binding on YLA unless in writing and signed by the highest executive officer of
the Transportation Division of YLA. This Agreement may be amended by YLA from time to time upon ten (10) days prior written notice
to Carrier. Carriers acceptance of a tender after receipt of said amendment, shall be conclusive evidence of Carriers acceptance of the
amendment. Any course of dealing or performance among any shipper, consignor, consignee, customer, or Beneficial Owner of YLA;
YLA; and/or Carrier shall not be deemed to affect, modify, amend, discharge, or waive any provision of the terms and conditions set
forth herein.

17. Back Solicitation:

Carrier shall not solicit business from any shipper, consignor, consignee or customer of YLA where: (1) the availability of such business first became
known to Carrier as a result of YLA's efforts; or (2) where the traffic of the shipper, consignor, consignee or customer of YLA was first tendered to
Carrier by YLA. If Carrier back-solicits YLA's customers and/or obtains such business, YLA shall be entitled to a commission from Carrier equal to
twenty percent (20%) of the transportation revenue received on the movement of the traffic, as liquidated damages, for a period of fifteen (15)
months after the involved traffic first begins to move. Termination of this contract shall not affect the enforceability and applicability of the
foregoing provisions of this clause for a period of fifteen (15) months after termination.

_______________ ________________
Carriers Initials MC #
YLA Jacksonville, FL
Revised June 2, 2014 Replaces all previous versions
Carrier MUST complete and return this page.
11
18. Waiver:
No waiver by either party and no assent, express or implied, to any breach of any covenant, agreement, condition or duty under this Agreement
shall be held or construed as a waiver or consent to any subsequent breach of the same or any other covenant, agreement, condition, or duty
unless specifically agreed upon by the parties in writing.

19. Consequential Damages:

Except as otherwise stated in this Agreement to the contrary, in no event shall any party be liable for consequential, indirect, special, loss of profits
or incidental damages for loss or damage to cargo, whether based on contract, tort, or any other legal theory.

20. Notices:
All notices required or permitted hereunder shall be in writing and may be delivered in the following form: (i) by overnight courier (e.g. Federal
Express or UPS), (ii) by confirmed fax, or (iii) certified or registered mail, return receipt requested. Notice shall be deemed to have been duly served
as of the date of its receipt by the notified Party, or three (3) days after it is delivered, whichever occurs first. Notices shall be sent to the Parties at
the addresses set forth below the signature line. A copy of notices to YLA shall also be sent to: Yusen Logistics (Americas) Inc. Attn: Legal
Department, 1900 Charles Bryan Road, Suite 250, Cordova, TN 38016.

21. Ethics and Conflicts of Interest.

YLA will not do business with any entity or person where YLA believes that: (i) payoffs or similar improper or unethical practices are involved; or (ii)
the entity or person is in violation of any laws, including local environmental, employment, child and forced labor, safety and anti-corruption
statutes as more particularly described in the NYK Group Americas, Inc. Code of Ethics attached hereto.

IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first herein above written.

ACCEPTED AND AGREED:

________________________________________________________
Authorized Signature

____________________________________________________________________________________________________
Title
_13901 Sutton Park Drive South, Suite C-270, Jacksonville, FL 32224____________________________________________
Company Address

_866-383-9873________________________________________________________________________________________
Phone Number

ACCEPTED AND AGREED:

_ __________________________________________________________________________________________________
Carrier

____________________________________________________________________________________________________
Authorized Signature (Sign - (Electronic signatures are unacceptable)) (Print)

____________________________________________________________________________________________________
Title

___________________________________________________________________/_________________________________
Company Address (City/State/Zip) MC #

____________________________________________________________________________________________________
Phone Number

____________________________________________________________________________________________________
Fax
Please initial each page, sign where indicated on this page, and return all pages via fax to 901-260-8789

_______________ ________________
Carriers Initials MC #
YLA Jacksonville, FL
Revised June 2, 2014 Replaces all previous versions
Carrier MUST complete and return this page.
12
 AFFIDAVIT OF FINANCIAL RESPONSIBILITY SELF-INSURED

MUST BE COMPLETED IF

FMCSA APPROVED SELF-INSURANCE OR SELF-INSURED RETENTION IN EXCESS OF $25,000

STATE OF _____________________________

COUNTY OF _________________________

I, _____________________________________________, am __________________________________________ of
Name of Affiant Title of Affiant

___________________________________________________, in ___________________________________________ being

Name of Company Name of state of incorporation or domicile

duly sworn, state that:

1. As of ______________________________________, ___________________________________________________
Date of affidavit Name of Company

maintains a satisfactory safety rating as determined by the Federal Motor Carrier Safety Administration (FMCSA)
under part 385 of chapter 49 of the Code of Federal Regulations.

2. The considered and approved _____________________________________________________________s

Name of companys

application of a motor carrier to qualify as a self-insurer on ______________________________________.

Date of FMCSA Approval

3. Attached is a true and correct copy of Form BMC 40, which was submitted with ____________________________
Name of companys

_____________________s application for authority to self-insure against bodily injury and property damage claims.

Pursuant to 49 C.F.R. 387.7 proof of minimum levels of financial responsibility required by FMCSA shall be considered
public information and be produced for review upon reasonable request by a member of the public.

___________________________________________________
Name of Affiant

___________________________________________________
Title of Affiant

___________________________________________________
Witness
_________________
MC#
YLA Jacksonville, FL
Revised June 2, 2014 Replaces all previous versions
Carrier MUST complete (if applicable) and return this page
13
 Payment of Invoices
In an effort to expedite payment of invoices, the following requirements must be included on each invoice when
submitted for payment:

1. Company name and address

2. Remittance address
3. Invoice number
4. Invoice date
5. Gross Invoice amount
6. Container/equipment number
7. Origin/destination zip codes
8. Discount, class & weight (LTL only)
9. YLA PRO NUMBER or load reference number (1234567)
10. Spot Quote number, if applicable (LTL only)
11. Copy of bill of lading/pod
12. Any shipper specific documents set forth on the load tender
13. Indicate Quick Pay if it has been elected (OTR only)

Mail copies of invoices for payment to: Overnight deliveries of Invoices for payment mail to:
Yusen Logistics (Americas) Inc. Yusen Logistics (Americas) Inc.
PO Box 3477 1900 Charles Bryan Road, 2nd Floor
Cordova, TN 38088 Cordova, TN 38016

Methods of Payment

Standard Pay Paid in 30 days from the date of invoice and receipt of supporting documentation.

Quick Pay (OTR only) Paid in 5 business days after receipt of invoice and supporting documentation,
discounted at a rate of 4%. Quick Pay Addendum must be executed prior to payment Legible facsimiles are
acceptable provided they are marked Quick Pay and faxed to 901-260-8683.

ComChek on Delivery (OTR only) Paid on delivery after receipt of supporting documentation to YLA
Dispatching Branch Office, discounted at a rate of 5% of the total freight charges, excluding lumper charges.
Advances/ComCheks on Delivery allowed must be selected on the Carrier Profile and your YLA
dispatcher must be made aware of the election at time the load is booked. Comchek on Delivery must
be executed with your Yusen Dispatcher within 7 days of delivery; otherwise an invoice will be
required for payment.

Should you have any questions regarding the above payment options, please contact Carrier
Relations Compliance at our toll free number 877-468-5557. Or if you need to speak with Freight
Payables please call 877-897-3788 and select option 1.

YLA Jacksonville, FL
Revised June 2, 2014 Replaces all previous versions
Carrier copy do not return.
14
 CARRIER CONTRACT ADDENDUM
YLA QUICK PAY

YLAs Quick Pay Program is available to qualified motor carriers and establishes the payment terms
applicable to invoices submitted to YLA by you for services rendered. By electing Quick Pay, Carrier
accepts a four percent (4%) discount on the balance of freight invoice marked Quick Pay due Carrier in
consideration of payment, less the discount, on the fifth (5th) business day following receipt of Proof of
Delivery (without cargo exception) and Carriers invoice marked Quick Pay. A legible copy of the Bill of
Lading, signed by an authorized representative of the Consignee or receiver, is Proof of Delivery.

To qualify: Carrier must have on file with YLA a signed Motor Carrier Agreement, including this Addendum;
a completed IRS Form W-9; a completed Carrier Profile; valid Certificate of Insurance naming Yusen
Logistics as the Certificate Holder with a cargo limit minimum of $100,000.00; auto liability limit of
$1,000,000.00; Workers Compensation and meet YLAs safety rating requirements. Carrier is ineligible if
Carrier factors or has assigned its account receivables to a third party finance company. Carrier
shall indemnify and hold harmless YLA should Carrier violate the terms of this Addendum. Carrier may be
ineligible if it has Broker Authority. Brokers must have a clear Compunet credit report and must have five (5)
years operating history.
INITIAL HERE
INITIAL HERE to elect Quick Pay. Fax this
completed and signed form to 901-260-8789 immediately to
activate Quick Pay.
Note: Quick Pay becomes effective upon YLAs receipt of this
Addendum.

Conditions and procedure:

1. Upon full and final delivery to the last scheduled destination, receiver, or consignee, Carriers
driver must call YLA dispatch to confirm delivery without cargo exception.

2. Within ten (10) days from the date of full and complete delivery, Carrier shall submit to YLA all
Required Paperwork necessary for YLA to determine successful delivery without exception and to
confirm the total charges due Carrier. Invoices must be marked Quick Pay. (LEGIBLE
FACSIMILES ARE ACCEPTABLE PROVIDED THEY ARE FAXED TO 901-260-8683).

3. Upon receipt of Carriers Required Paperwork, YLA shall then have the option to pay Carrier the
balance of invoice charges, which shall not exceed the agreed charges stated in the Load/Rate
Confirmation, less a four percent (4%) discount.
th
4. YLAs payment to Carrier shall be sent First Class United States Mail on the fifth (5 ) business
day following receipt of all Required Paperwork. At Carriers option, YLA will send the payment(s)
via Federal Express or other next day service PROVIDED that Carrier pays such cost.

5. Overages, Shortage and Damage (O, S & D) loads are not eligible for Quick Pay.

6. This Addendum modifies the payment terms set forth in the Motor Carrier Agreement.

AGREED AND ACCEPTED:

Date Signed: _______________ ______________________________________

(Carrier Company Name)

MC# _____________________ by: ___________________________________

(Signature)

Title: ___________________________________

Print Name: ___________________________

YLA Jacksonville, FL
Revised June 2, 2014 Replaces all previous versions
Return ONLY if electing Quick Pay
15
 .NYK GROUP AMERICAS INC
(including all subsidiaries and affiliates listed in this document)
CODE OF ETHICS

YLA Jacksonville, FL
Revised June 2, 2014 Replaces all previous versions
Carrier MUST complete and return this page

16
 .NYK GROUP AMERICAS INC
(including all subsidiaries and affiliates listed in this document)
CODE OF ETHICS

Dear Business Partner, Vendor and or Supplier,

Yusen Logistics (Americas) Inc. and its affiliates and subsidiaries are committed to maintaining high business standards which are based on our
NYK Group Values: Integrity, Innovation and Intensity. By conducting business according to these Values, the NYK Group Americas Inc. and its
affiliates (NYK or our Company) has achieved success in business and as a corporate citizen. These three Values embody our culture and the
way that our Company expects us to do business.

By doing business according to our Values, NYK has contributed to the betterment of society and has become a world leader in safe and
dependable monohakobi, or transport of goods. In addition, as a good corporate citizen in a global society, our Company has made a commitment to
proactively tackle the challenges presented by our ever-changing world. In order to maintain our reputation as a responsible and socially conscious
company, we must continue to follow these Values and our Code of Ethics (Code) in every aspect of our work. To uphold our Companys high
ethical standards and follow the legal requirements that govern our business, NYK asks our business partners, vendors and suppliers (collectively
NYK Business Partners) to follow our Values, policies and the Code of Ethics governing our business ethics and commitment to integrity as
outlined in this notice.

Your understanding and adherence to NYKs Code of Ethics is critical to our Companys business. Please review this document and acknowledge
NYKs Code of Ethics by signing below. Your signature represents acknowledgment and acceptance of all terms set forth herein. The full version of
the NYK Code of Ethics will be provided by e-mailing a request to compliance@na.nykline.com.

It is against NYK Policy to violate any and all Federal, State and local laws, including, but not limited to Antitrust laws. NYK prohibits any
form of commercial bribery which violates the laws of many countries. Commercial bribery refers to the practice of offering or receiving
something of a value as a means to obtain or retain business. NYK prohibits it business partners, vendors, suppliers and their employees
and agents from giving, offering to give, requesting or accepting gifts, payments, or benefits in any form that could be considered
commercial bribery, other than as specified below.

Gifts and Business Courtesies

NYK understands and acknowledges that in the business world across the globe, it is often customary to give gifts or provide entertainment as a
means of demonstrating respect or appreciation, or to otherwise build business and personal relationships with customers, vendors and business
colleagues. However, at the same time, it is important to place appropriate restrictions on the giving and receipt of such items so that such gestures
never interfere with legal, employment or business duties or take on an appearance of impropriety.

Anti-Corruption Laws

In our business, we must be particularly sensitive to bribery and corruption issues. Frequently, a countrys government both regulates our business
practices and serves as our customer. Because of the intricate nature of these relationships, we must be especially careful not to make, offer, or
promise a foreign government official anything that could be considered a bribe. A bribe is anything of value, including money, gifts, favors or
entertainment, that may be seen as attempting to influence a government officials actions or decisions, obtain or retain business, or acquire any sort
of improper advantage. Government officials include national or local government employees, political candidates, and even employees of public
institutions and businesses owned by a government. It is your Companys responsibility to report any requests for, or offers of bribes, fees or
kickbacks to a local NYK Group Compliance Officer, please see the attached list of Compliance Officers or call the NYK Group Compliance Hotline
(800) 695-9494.

Avoiding Conflicts of Interests

NYK Business Partners must agree to assist us in avoiding conflicts of interest. A conflict of interest arises when our personal interests interfereor
appear to interferewith our ability to make sound and objective business decisions. NYK employees and NYK Business Partners must avoid any
action, investment or association that might interfere with our ability to exercise our best judgment, divide our loyalty, or call our objectivity into
question.

YLA Jacksonville, FL
Revised June 2, 2014 Replaces all previous versions
Carrier copy, please do not return this page.

17
 .NYK GROUP AMERICAS INC
(including all subsidiaries and affiliates listed in this document)
CODE OF ETHICS

Although these guidelines cannot cover every conflict of interest scenario, they typically arise in the following situations:

 Doing Business with Family Members and Friends

A conflict of interest can arise if a NYK employee, or that employees spouse, relative or close friend, has a personal stake in a company that
supplies or seeks to supply goods or services to our Company, or is a NYK customer or potential customer, or competes with NYK. If a NYK
employee or any supplier or vendor finds itself in that situation, they must not use that position to influence the bidding, selection or negotiation
process in any way. If a NYK employee in such a situations directly involved in vendor selection, that individual must notify his or her manager
immediately and remove himself from the decision-making process.

 Handling Conflicts of Interest

Our Company recognizes that a conflict of interest situation may arise without any willful action on your part or the part of our employees and that
changed circumstances may create a conflict or an appearance of a conflict of interest where none existed before. If you become aware that you or
an NYK employee has a possible conflict of interest, you need to disclose it immediately to NYKs local Compliance Officer.

Antitrust and Competition Laws

Many countries around the world have enacted antitrust and competition laws to protect free enterprise and create a level playing field for
businesses. To abide by these laws, we cannot take any action that could restrict trade or limit competition in the marketplace. This means that we
must avoid entering into formal or informal agreements with vendors, suppliers or competitors that will result in:
Fixing prices;
Dividing or allocating customers, bids, markets or territories; or
Refusing to sell to particular customers or buy from particular vendors in an effort to control a market.
NYKs Business Partners may never discuss any sensitive or confidential NYK information to which it may have access with our competitors. In
addition, NYK Business Partners shall not provide NYK and its employees and/or agents with any competitor information that could potentially be
considered Antitrust or Anticompetitive information.

Competition and antitrust laws are complex and can vary greatly from one country to the next. If these laws apply to your dealings with NYK, you
must familiarize yourself with and follow them, as well as our Companys Antitrust Policy, at all times. Violations can carry steep consequences for
both the individuals involved and our Company, so please act with caution.

Compliance with Office of Foreign Assets Control (OFAC)

Rules and Regulations

All services provided by NYK Business Partners must be performed in accordance with all applicable laws, ordinances, administrative orders,
regulations, rulings, and administrative guidance (including but not limited to acquisition of all necessary certificates, permits, franchise or licenses in
connection with the services), NYK Business Partners warrant that it, and/or any of its affiliated entities, including parent entity and subsidiaries, if
any, (1) are not nationals of, organized under the laws of, or registered or incorporated in, countries subject to United States economic sanctions; (2)
are not persons, countries, entities or programs designated by the United States government on the list of OFAC Sanctions Programs or Specially
Designated Nationals and Blocked Persons maintained by the United States Treasury Departments Office of Foreign Assets Control (SDN List);
and (3) are not acting, directly or indirectly, as agents, or on behalf of, or owned or controlled, in whole or in part, by, a person or entity on the SDN
list or a foreign government subject to United States economic sanctions; and NYK Group Americas Inc. must approve any exceptions to this Code
of Ethics in writing.
NYK Group Companies
NYK Group Americas Inc. NYK Line (North America) Inc. NYK International (USA) Inc. NYK Line (Canada) Inc. (Eastern Region) NYK Line
(Canada) Inc. (Western Region) Yusen Logistics (Americas) Inc. Yusen Logistics (Americas) Inc. International Network Solutions Division
NYK Bulkship Ceres Terminals Inc. Ceres Terminals Canada Inc. Yusen Terminals Inc. NSRI (USA) Inc. Nippon Cargo Airline, Inc.
NYK Services (North America) Inc.

YLA Jacksonville, FL
Revised June 2, 2014 Replaces all previous versions
Carrier copy, please do not return this page.

18
 .NYK GROUP AMERICAS INC
(including all subsidiaries and affiliates listed in this document)
CODE OF ETHICS

REQUIREMENTS:

Business Partners, Vendors and Suppliers must not under any circumstances:

1. Collude or offer facilitation payments, bribes, gifts or benefits to NYK or anyone acting on NYKs behalf. All Vendors must report any such offers.
2. Place any undue pressure on NYKs employees or other personnel acting on NYKs behalf to execute their work in a manner other than as directed by NYK.
3. Request, demand, or otherwise place undue pressure on NYKs personnel or other personnel acting on NYKs behalf to amend inspection or audit results or
other business records.
4. Interfere with NYKs personnel or its designated vendor during audits or inspections.

Business Partners, Vendors and Suppliers agree:

1. To acknowledge and agree to follow NYKs Code of Ethics.

2. With the terms and conditions of NYKs Antitrust, Foreign Corrupt Practices policy, and the Conflict of Interest policy.
3. To report any conflict of interests or possible conflict of interest to the NYK Compliance Hotline.
4. To provide safe environment where NYKs personnel or other personnel acting on NYKs behalf can work freely, efficiently, and constructively.
5. As requested by NYK to an unannounced inspection or audit to verify with compliance of NYKs Code of Ethics.
6. As requested by NYK or its designated representative, to have an authorized representative to sign a report acknowledging an audit or inspection and its
findings or results.
7. Business Partners, Vendors and Suppliers may directly contact the NYK Compliance Officers with any questions and or concerns. For a list of current NYK
Compliance officers, please email: compliance@na.nykline.com.

NGA Compliance Hotline number is 1 (800) 695-9494 a toll-free service operated by The Network, an independent company. This service is available 24
hours a day 7 days a week and your call may remain anonymous.

Please complete the following and return a copy to us while retaining a copy for your records.
Company Name:
Office Address:

State of Incorporation, if any:

Date & Signature of Companys
Representative

Please select the appropriate box below:

Motor/Air/Ocean/Rail Joint Venture/

Customer Carrier Supplier of Goods Consortia Partner Other __________________
Please describe
I represent that _____________________________________ (Company name) reviewed and understand this Code of Ethics (Code) and agree to follow this Code.
We understand that if we have any questions concerning NYKs Code of Ethics can directed to any Compliance Officer.
I further certify that:
- We have not violated any provision of NYKs Code
- We are not aware of any violation of NYKs Code by others
- We know the telephone number for NYK Compliance Hotline is 1 (800) 695-9494
- We know the Compliance E-mail is compliance@na.nykline.com
- We know that the Compliance Web address is https://www.reportlineweb.com/nykgroupamericas

______________________________________ _______________________ ______________

Print Name & Title of Representative Signature Date

YLA Jacksonville, FL
Revised June 2, 2014 Replaces all previous versions
Carrier MUST complete and return this page.

19