Owner Operator Sourcing
and Referral Agreement

Proposed business collaboration between Guzman & Daughters Transportation, Inc. and [CARRIER PARTNER LEGAL NAME]

Effective date: [INSERT DATE]

This Agreement is between Guzman & Daughters Transportation, Inc. (“G&D”), with its address at 6624 Colfax Ave N, Brooklyn Center, MN 55430, and [CARRIER PARTNER LEGAL NAME] (“Carrier Partner”), with its address at [CARRIER PARTNER ADDRESS]. Each is a “Party,” and together they are the “Parties.” Confirm each legal entity and signing authority before execution.

1. Purpose and relationship

The Parties agree to collaborate in sourcing owner-operators and connecting them with freight opportunities through Plan A and Plan B. This is a contractual business collaboration. It does not create a separate legal entity, general partnership, employment relationship between the Parties, or authority for either Party to bind the other. If the Parties intend to form an actual joint-venture entity or share general profits and losses, they will document that structure separately. Neither Party guarantees a minimum number of drivers, loads, miles, or revenue.

2. Plan A — G&D authority and Carrier Partner freight

G&D will source owner-operators who operate under G&D’s transportation authority and haul freight supplied by Carrier Partner. G&D will provide mentoring for Plan A operators. Carrier Partner will provide trailers, trailer insurance, trailer maintenance, and freight insurance. G&D will pay Carrier Partner $1,400 per month per participating driver for the trailers. Carrier Partner will also receive compensation associated with supplying freight, as specified in Schedule A.

Before an operator starts, the Parties will document driver acceptance, equipment identification, dispatch and settlement responsibilities, any required equipment lease, and applicable insurance coverage. Each Party remains responsible for the regulatory duties legally assigned to it. Carrier Partner’s freight insurance must expressly cover the intended operations; this Agreement alone does not create or amend insurance coverage.

3. Plan B — Owner-operator referrals

When G&D reaches its agreed annual intake capacity, or the Parties otherwise agree to use Plan B, G&D will provide owner-operator prospects who come through Guzman & Daughters Capital with their own tractors already acquired, for application directly to Carrier Partner. Carrier Partner retains sole discretion over its application, qualification, and acceptance decisions and will establish the operator’s operating arrangement directly.

Carrier Partner will pay G&D a referral fee equal to 2% of each eligible referred driver’s gross revenue for 36 months. Eligibility, revenue measurement, the start date, reporting, and payment procedures are stated in Schedule B. The Plan A $1,400 trailer payment does not apply to Plan B. Carrier Partner provides trailer insurance, trailer maintenance, and freight insurance for the relevant operations, subject to the confirmed policy and operating terms. G&D mentoring is a Plan A service and is not included in Plan B under this Agreement.

4. Financing support — Both plans

Guzman & Daughters Capital LLC (“Capital”) helps prospective operators obtain financing to acquire their own tractors. Under Plan A, this support forms part of the path into G&D operations. Under Plan B, G&D will provide prospects whose tractors have already been acquired through that process before referral to Carrier Partner. Capital coordinates financing inquiries with third-party lenders as an independent financing broker. Loan approval, underwriting, rates, terms, funding, and repayment remain governed by the lender’s separate documents. Capital is a separate business and is not a signing Party to this Agreement; any obligation to provide its services must be documented with Capital.

Carrier Partner is not required by this Agreement to arrange truck financing, lend money, guarantee a driver’s debt, or purchase a driver’s tractor. Neither the sourcing relationship nor a financing inquiry guarantees that an applicant will obtain financing or be accepted as an operator.

5. Qualification, operations, and regulatory compliance

The operating carrier for each driver will perform the qualification, testing, recordkeeping, supervision, and other duties required of that carrier. The Parties will comply with applicable transportation, safety, insurance, privacy, and commercial laws. This Agreement does not substitute for required driver agreements, equipment leases, brokerage or carrier authority, background-screening authorizations, or insurance endorsements. An unsafe operation or lapse in legally required authority or coverage may be suspended immediately.

6. Statements, payment, and records

Each Party will provide reasonably detailed statements for amounts it owes. The Parties will specify billing periods and payment deadlines in the Schedules. A Party disputing a statement will notify the other in writing with its reasons and supporting records; undisputed amounts remain payable. Neither Party may deduct unrelated debts from payments without the other Party’s written consent. Each will keep records sufficient to verify charges and referral fees and permit reasonable confidential review of relevant records by the other Party or its professional adviser, on advance notice. Records-retention period and review frequency: [AGREE].

7. Trailer condition, maintenance, insurance, and claims

Carrier Partner will provide the trailer maintenance and trailer and freight insurance described above. The Parties will record trailer condition at delivery and return and agree on preventive maintenance, repair approval, breakdown response, deductibles, excluded losses, misuse, damage, and claim-handling responsibilities in Schedule A. Insurance limits, insured entities, covered operations, and endorsements must be confirmed before hauling begins. Provision of trailer or freight insurance does not remove any Party’s separate legal duty to maintain required coverage. The Parties will promptly notify each other of incidents and cooperate in handling claims.

8. Confidentiality and personal information

Each Party will use nonpublic business information and applicant data only to perform this Agreement and will protect it with reasonable safeguards. Access is limited to persons who need it for that purpose. Disclosure is permitted when required by law or to insurers, advisers, or service providers with an appropriate need and confidentiality protections. The Parties will obtain required applicant consents before sharing protected information or conducting screenings and will promptly notify the other of a material data incident affecting shared information. Public announcements and use of the other Party’s trademarks require prior written approval, except for materials separately approved by that Party.

9. Responsibility for claims

Each Party is responsible for its own acts, omissions, contractual obligations, and legal duties. To the extent permitted by applicable law, each Party will indemnify the other against third-party claims, losses, and reasonable defense costs to the extent caused by its negligence, willful misconduct, or material breach of this Agreement. This does not require a Party to indemnify the other for the other Party’s own negligence or misconduct. The indemnified Party will give prompt notice, permit a reasonable defense, and cooperate. No settlement may admit fault or impose nonmonetary obligations on the other Party without its written consent.

10. Term, termination, and existing referrals

Initial term: [AGREE]. Renewal: [AGREE]. Either Party may terminate on [AGREE NUMBER] days’ written notice. A material breach may be terminated if not cured within [AGREE NUMBER] days after written notice describing the breach; immediate suspension remains available for unsafe or unlawful operations.

Proposed survival rule, subject to confirmation: termination stops new placements and referrals but does not cancel the remaining 36-month fee period for eligible Plan B referrals accepted before termination. Fees remain payable only on revenue included in the agreed definition and earned within that driver’s agreed fee period. The Parties will complete settlements, return equipment, and reasonably cooperate in an orderly transition. Accrued payment duties, confidentiality, claim responsibilities, record-review rights for amounts due, and dispute resolution survive termination as necessary to give them effect.

11. Governing law and dispute resolution

For legal review: The governing law, mediation location, arbitration location, and court venues below must be selected and reviewed by transportation counsel before execution. The dispute procedure remains proposed and subject to the Parties’ agreement.

Proposed governing law: [GOVERNING STATE] law, except where controlling federal law governs.

A Party will first give written notice of a dispute. Authorized representatives will attempt in good faith to resolve it for 30 days after notice. If unresolved, the Parties will attempt mediation in [MEDIATION CITY AND STATE], using a mutually agreed mediator and sharing the mediator’s fee equally. If they cannot select a mediator within 15 days or the dispute remains unresolved 45 days after a mediation request, either Party may commence arbitration.

Proposed binding-arbitration clause: disputes arising from or relating to this Agreement, including breach or termination, will be resolved by one neutral arbitrator administered by the American Arbitration Association under its Commercial Arbitration Rules. The place of arbitration will be [ARBITRATION CITY AND STATE]; remote participation may be agreed or permitted by the arbitrator. The Federal Arbitration Act will govern to the extent applicable; otherwise applicable [GOVERNING STATE] arbitration law will govern. The arbitrator will issue a reasoned written award and may grant relief permitted by the Agreement and applicable law. Fees will be allocated under the applicable rules and law; each Party bears its own attorney fees unless a statute, agreed term, or authorized award provides otherwise.

Either Party may seek temporary protective relief from a court without waiving arbitration. Proceedings to compel arbitration, obtain permitted protective relief, or confirm, enforce, or challenge an award will be brought in a state court with jurisdiction in [COURT VENUE COUNTY AND STATE], or the federal court with jurisdiction over [FEDERAL COURT VENUE], subject to mandatory law and subject-matter jurisdiction. Judgment on an award may be entered in a court with jurisdiction.

By accepting this clause, the Parties choose binding arbitration instead of a court trial, including a jury trial, for covered disputes. Review rights are limited by applicable arbitration law. This clause governs disputes between the signing businesses; it does not impose arbitration on drivers, lenders, or insurers who have not separately agreed.

12. Notices and general provisions

Formal notices will be delivered to the addresses above and the designated notice emails in the Schedules, with receipt confirmed. Address changes require written notice. Neither Party may assign this Agreement without the other’s written consent, except as separately agreed in writing. Any amendment must be written and signed by both Parties. A failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be limited or severed to the extent permitted by law without invalidating the remaining provisions. Neither Party is liable for a delay caused by events beyond reasonable control, provided it gives prompt notice and mitigates; this does not excuse amounts already owed or safety duties. The Agreement and completed Schedules are the entire agreement on this subject and supersede prior proposals. It may be signed in counterparts and by electronic signature to the extent permitted by law.

Schedule A — Plan A Commercial and Operating Terms

Schedule B — Plan B Referral Terms

Signatures

The undersigned represent that they are authorized to sign for their respective businesses. All bracketed items and Schedules must be completed or expressly resolved before execution.