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BETWEEN - National Road Carriers _Inc_

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					             BETWEEN




          (“the company”)



                AND




           (“the carrier”)




INDEPENDENT OWNER DRIVER AGREEMENT




                             893c0afc-0413-435c-b732-f2f89dbac445.doc
                                                                                                                     1

AGREEMENT dated                                                                                                  20--


BETWEEN:                                                                          (“the company”)


AND:                                                                              (“the carrier”)


INTRODUCTION:

A.       The company is engaged in the business of commercial cartage.

B.       The carrier is the holder of a goods service licence and is agreeable to
         undertaking cartage and distribution of goods on behalf of the company.

C.       The company and the carrier have agreed that the carrier shall undertake such
         cartage and distribution services and the company shall provide and make
         payment for such cartage and distribution work on the terms contained in this
         agreement.

AGREEMENT:

1.       Appointment

1.1      The company appoints the carrier as an independent contractor to provide
         cartage services on behalf of the company on the terms contained in this
         agreement.

1.2      The carrier acknowledges that it is a self employed contractor and that it shall not
         in any circumstances by virtue of this agreement or otherwise be deemed to be
         an employee of the company and shall have no claim on the company under any
         accident compensation legislation or in respect of annual leave, special leave,
         parental leave and holiday pay.

2.       Service

2.1      The carrier shall undertake the collection, loading, transportation, and delivery of
         goods in accordance with the company’s directions.

3.       Term

3.1      The agreement shall commence on the date specified in the agreement and shall
         continue for a period of [ ] years, unless sooner terminated in accordance with
         clause 18.

4.       Vehicle




THIS INTELLECTUAL PROPERTY IS OWNED BY NATIONAL ROAD CARRIERS (INCORPORATED). TO BE USED BY PAID UP MEMBERS OF NATIONAL
ROAD CARRIERS AND COMBINED OWNER DRIVER ASSOCIATIONS ONLY. ANY OTHER USE OF THIS DOCUMENT BY ANY OTHER PARTY COULD
NECESSITATE LEGAL ACTION BY THE ASSOCIATION.
                                                                                                                     2

4.1      The carrier shall at all times provide a vehicle of an adequate size and
         specification to meet its obligations under this agreement (“the vehicle”).

4.2      The carrier shall ensure that the vehicle is at all times maintained in a clean,
         reliable and serviceable condition. The cost of maintenance and repair of the
         vehicle shall be the sole responsibility of the carrier.

5.       Performance

5.1      The carrier, and any driver employed by the carrier, shall undertake the service in
         such a manner and with such consideration for the public and for the company’s
         customers as to maintain the good name and image of the company and in
         particular shall:

         (a)      Promptly and efficiently service the company’s customers;

         (b)      Comply with all reasonable directions given by the company;

         (c)      Show courtesy at all times to the public and to the company’s customers;

         (d)      Co-operate at all times with the company’s customers, their employees
                  and other contractors;

         (e)      Comply with the performance standards contained in any agreement
                  between the company and its customers;

         (f)      Maintain a reasonable standard of dress.

5.2      The carrier, notwithstanding that any driver may be undertaking the service at
         any time shall at all times remain liable for the performance of all the carrier's
         obligations under this agreement including without limitation any obligations of
         any driver.

6.       Health & Safety

6.1      The carrier shall abide by and comply with the company’s health and safety policy
         and the health and safety policies of the company's customers and clients.

7.       Liability

7.1      For the purposes of s8 of the Carriage of Goods Act 1979 this agreement shall be
         a contract for carriage at limited carrier’s risk.

8.       Insurance

8.1      The carrier shall during the term of this agreement obtain and maintain at its own
         cost in all respects the following insurance cover:


THIS INTELLECTUAL PROPERTY IS OWNED BY NATIONAL ROAD CARRIERS (INCORPORATED). TO BE USED BY PAID UP MEMBERS OF NATIONAL
ROAD CARRIERS AND COMBINED OWNER DRIVER ASSOCIATIONS ONLY. ANY OTHER USE OF THIS DOCUMENT BY ANY OTHER PARTY COULD
NECESSITATE LEGAL ACTION BY THE ASSOCIATION.
                                                                                                                     3

         (a)      Motor vehicle liability including third party in respect of the carrier’s
                  vehicle;

         (b)      Public liability policy in the sum of not less than $1 million;

         (c)      Carrier’s liability under the Carriage of Goods Act 1979.

9.       Communication

9.1      The carrier shall at its own expense operate a mobile phone which shall be carried
         within the vehicle at all times that the vehicle is operated pursuant to this
         agreement.

10.      Delivery

10.1     The carrier shall be responsible for the undamaged delivery of all goods carried
         by the carrier on behalf of the company.

11.      Documentation

11.1     The carrier shall ensure that a signed delivery docket is obtained on delivery.

11.2     The carrier shall ensure that all documentation required by the company including
         consignment notes, packing slips, waybills and delivery dockets are completed
         and provided to the company within the required time frames specified by the
         company.

12.      Confidentiality

12.1     The carrier shall not, during the continuance of this agreement or at any time
         thereafter (except in the proper performance of duties hereunder or with the prior
         written consent of the company or as ordered by a court of competent
         jurisdiction) disclose any information whatsoever of a confidential nature relating
         to the business or affairs of the company to any person and shall not use for the
         carrier’s own purposes, any such information so acquired. For the purpose of this
         clause, information will be confidential if it is not known to the New Zealand
         public at large and relates to the company, its business, its other carriers and
         employees, its customers, its financial status, its past performance, its future
         plans, the rates, the services and any other related matters.

13.      Restraint

13.1     Upon termination of this agreement for whatever reason, the carrier shall not
         within the geographic area serviced by the carrier, for six months either alone or
         jointly with or as shareholder, director, representative, manager, agent or
         employee of any other person or company directly or indirectly, carry on or be
         concerned or interested in any distribution or cartage business unless the carrier
         obtains the prior written consent of the company.

THIS INTELLECTUAL PROPERTY IS OWNED BY NATIONAL ROAD CARRIERS (INCORPORATED). TO BE USED BY PAID UP MEMBERS OF NATIONAL
ROAD CARRIERS AND COMBINED OWNER DRIVER ASSOCIATIONS ONLY. ANY OTHER USE OF THIS DOCUMENT BY ANY OTHER PARTY COULD
NECESSITATE LEGAL ACTION BY THE ASSOCIATION.
                                                                                                                     4



13.2     The carrier shall not during the currency of this agreement or for the period of six
         months from termination, solicit on his behalf or on behalf of any other person or
         company or firm, work from any of the customers of the company unless the
         carrier obtains the prior written consent of the company.

14.       Remuneration

14.1     The company shall pay the carrier for the carrier’s services on or before the 20th
         day of the month following receipt of an invoice provided by the carrier, whether
         or not the company has received payment from its customers.

14.2     The rate or rates specified in Schedule 1 may be reviewed annually upon the
         anniversary of the commencement date of this agreement and any other time by
         mutual agreement of the parties. Any such review shall consider any costs
         incurred by the carrier in providing the service provided that the reviewed rates
         shall be sustainable and competitive for both parties.

15.      Allocation of Work

15.1     The carrier acknowledges that the company has entered into or intends to enter
         into similar agreements with other contractors. The company shall in its allocation
         of work make every endeavour to be fair and reasonable.

15.2     The company will use its best endeavours to provide the carrier with continuing
         levels of work.

16.      Goodwill / Assignment

16.1     The company agrees that the carrier may sell its business including the benefit of
         this contract provided that the carrier shall not assign its interest under this
         agreement without the prior written consent of the company which may not be
         unreasonably or arbitrarily withheld.

16.2     Any consent required on the part of the company pursuant to this clause shall not
         be deemed to be unreasonably or arbitrarily withheld unless the carrier can prove
         to the reasonable satisfaction of the company that the proposed assignee is a
         solvent and reputable entity and has the appropriate experience to assume the
         obligations of the carrier under this agreement.

17.      Indemnity

17.1     Subject to the provisions of the Carriage of Goods Act 1979 (and any limitations
         imposed thereunder), the carrier shall indemnify the company against all claims,
         proceedings, losses, costs, expenses or damages suffered or incurred by the
         company arising out of or in connection with any failure by the carrier or any
         driver employed by the carrier to perform their respective obligations under this
         agreement.

THIS INTELLECTUAL PROPERTY IS OWNED BY NATIONAL ROAD CARRIERS (INCORPORATED). TO BE USED BY PAID UP MEMBERS OF NATIONAL
ROAD CARRIERS AND COMBINED OWNER DRIVER ASSOCIATIONS ONLY. ANY OTHER USE OF THIS DOCUMENT BY ANY OTHER PARTY COULD
NECESSITATE LEGAL ACTION BY THE ASSOCIATION.
                                                                                                                     5



18.      Termination

18.1     The carrier may terminate this agreement:

         (a)      Immediately upon the bankruptcy or liquidation of the company;

         (b)      By giving the company one month’s notice in writing should the carrier
                  consider in his reasonable opinion that the level of work available to the
                  carrier is not sufficient to justify the carrier’s commitment and continuance
                  under this agreement.

18.2     The company may terminate:

         (a)      Immediately upon the bankruptcy or liquidation of the carrier;

         (b)      Immediately in the event of serious misconduct by the carrier. Serious
                  misconduct may include but without limitation theft, fraud, gross
                  negligence or wilful default, the consumption of alcohol during working
                  hours, the taking of non-prescribed drugs or conviction for a criminal
                  offence carrying a potential penalty of one year’s imprisonment or more,
                  physical or verbal abuse while carrying out the services, driving with
                  excess breath or blood alcohol, driving under the influence of drugs or
                  possession of illegal drugs;

         (c)      Immediately upon the revocation of the carrier’s goods service licence;

         (d)      On one month’s notice in the event that the company suffers a loss of
                  business to the extent that the carrier is surplus to the company’s
                  transport requirements.

18.3     Either party may immediately terminate this agreement by written notice to the
         other:

         (a)      if the other party is in breach of any of their obligations under this
                  agreement and fails to remedy the breach within seven days following
                  receipt of written notice specifying the breach and requiring the party to
                  remedy the same (where such breach is capable of being remedied); or

         (b)      following the occurrence of a breach of any of their obligations under this
                  agreement (where the breach is not capable of being remedied).

19.      Consequences of Termination

19.1     The carrier shall at its cost return to the company any equipment or
         documentation belonging to the company which is in his possession.



THIS INTELLECTUAL PROPERTY IS OWNED BY NATIONAL ROAD CARRIERS (INCORPORATED). TO BE USED BY PAID UP MEMBERS OF NATIONAL
ROAD CARRIERS AND COMBINED OWNER DRIVER ASSOCIATIONS ONLY. ANY OTHER USE OF THIS DOCUMENT BY ANY OTHER PARTY COULD
NECESSITATE LEGAL ACTION BY THE ASSOCIATION.
                                                                                                                     6

19.2     Upon termination the company may deduct from the carrier’s final payment a
         reasonable estimation of any loss or damages sustained by the company as a
         consequence of any breach giving rise to termination.

20.      Dispute Resolution

20.1     Any dispute or difference between the parties arising out of or related to this
         agreement shall:

         (a)      In the first instance be        referred for settlement by mediation by the giving
                  of notice in writing to         the other party. The mediator shall be a person
                  agreed by the parties           or failing agreement within ten working days of
                  notice being given, the         mediator shall be appointed by the chairperson for
                  the time being of Leadr         New Zealand Inc;

         (b)      The mediation shall be conducted in terms of the Leadr New Zealand Inc
                  standard mediation agreement;

         (c)      If the dispute has not been settled by mediation within 30 days after the
                  appointment of the mediator, the dispute may be submitted to arbitration
                  by a single arbitrator pursuant to the Arbitration Act 1996. The arbitrator
                  shall be agreed between the parties or failing agreement within ten
                  working days, the arbitrator shall be appointed by the President of the
                  Auckland District Law Society;

         (d)      The arbitrator shall not be the same person as the mediator.

20.2     Notwithstanding clause 20.1 above, the company may in its discretion apply for
         and obtain urgent injunctive relief from the court for any breach or anticipated
         breach of this contract by the carrier without the prior reference to mediation or
         arbitration intended by clause 20.1.

21.      Force Majeure

21.1     If either party is unable by reason of a force majeure event (being events or
         circumstances beyond that party’s reasonable control) to carry out any obligation
         under this agreement, it shall promptly notify the other party.

21.2     If no resolution can be found the obligation of the party claiming force majeure
         shall be suspended during the time and to the extent that the party is prevented
         from or delayed in complying with that obligation.

21.3     The party claiming force majeure shall use reasonable endeavours to remove or
         mitigate such force majeure at the earliest possible time and shall notify the other
         party of the expiry of the period as soon as possible.

22.      No Waiver


THIS INTELLECTUAL PROPERTY IS OWNED BY NATIONAL ROAD CARRIERS (INCORPORATED). TO BE USED BY PAID UP MEMBERS OF NATIONAL
ROAD CARRIERS AND COMBINED OWNER DRIVER ASSOCIATIONS ONLY. ANY OTHER USE OF THIS DOCUMENT BY ANY OTHER PARTY COULD
NECESSITATE LEGAL ACTION BY THE ASSOCIATION.
                                                                                                                     7

22.1     No waiver of any breach or failure to enforce any provisions of this agreement at
         any time by any of the parties shall in any way limit the right of such party
         thereafter to enforce and compel strict compliance with the provisions of this
         agreement.




EXECUTION

SIGNED by
(“the company”)
in the presence of:


Witness

Signature:        .........................................

Occupation:       .........................................

Address:          .........................................



SIGNED by
(“the carrier”)
in the presence of:


Witness

Signature:        .........................................

Occupation:       .........................................

Address:          .........................................




THIS INTELLECTUAL PROPERTY IS OWNED BY NATIONAL ROAD CARRIERS (INCORPORATED). TO BE USED BY PAID UP MEMBERS OF NATIONAL
ROAD CARRIERS AND COMBINED OWNER DRIVER ASSOCIATIONS ONLY. ANY OTHER USE OF THIS DOCUMENT BY ANY OTHER PARTY COULD
NECESSITATE LEGAL ACTION BY THE ASSOCIATION.
                                                                                                                     8

                                                   SCHEDULE
                                                     Rates




THIS INTELLECTUAL PROPERTY IS OWNED BY NATIONAL ROAD CARRIERS (INCORPORATED). TO BE USED BY PAID UP MEMBERS OF NATIONAL
ROAD CARRIERS AND COMBINED OWNER DRIVER ASSOCIATIONS ONLY. ANY OTHER USE OF THIS DOCUMENT BY ANY OTHER PARTY COULD
NECESSITATE LEGAL ACTION BY THE ASSOCIATION.

				
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posted:4/18/2013
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