Contractor is an independent contractor and not an employee, partner, agent, or joint venture of Company. Contractor has no authority to bind Company to any contract, obligation, or liability. Contractor is solely responsible for all federal, state, and local taxes on compensation received under this Agreement, including self-employment taxes. Company will not withhold any taxes, provide workers' compensation, unemployment insurance, health insurance, retirement benefits, or any other employee benefits.

Contractor agrees to perform truck driver recruiting services on behalf of Company, including but not limited to: sourcing CDL driver candidates, conducting initial screening calls, submitting qualified applications to Company's CRM system, following up with candidates, and maintaining accurate records within Company-authorized systems. All recruiting activity must comply with Company's current Recruiter Training Manual, Standard Operating Procedures, and any written instructions provided by Company management.

Contractor shall be compensated on a commission-only basis. Commissions are earned only after: (a) a driver placed by Contractor successfully completes orientation and begins employment with a carrier client; (b) the carrier client verifies driver start date in writing or through Company's CRM; and (c) Company receives payment or confirmation from the carrier client. Commission rates are set forth in the current Commission Schedule provided by Company and are subject to change with 30 days' written notice. No advances, draws, or guaranteed minimum payments are provided unless separately agreed to in writing by Company.

Contractor acknowledges that in the course of performing services, Contractor will have access to confidential and proprietary information of Company, including but not limited to: driver databases, carrier client lists, pay packages, carrier contacts, CRM data, recruiting scripts, training materials, commission structures, and business processes ("Confidential Information"). Contractor agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent of Company; (c) use Confidential Information solely for the purpose of performing services under this Agreement; and (d) immediately notify Company of any unauthorized disclosure or use of Confidential Information. This obligation survives termination of this Agreement.

All driver leads, applications, candidate profiles, submissions, records, notes, communications, and applicant data generated through or entered into Company systems — including but not limited to the CRM, email platforms, job boards, and communication tools — are and shall remain the exclusive property of Company. Contractor has no ownership interest in any data, leads, or records. Upon termination of this Agreement for any reason, Contractor shall immediately cease use of all Company systems and shall not retain, copy, export, or use any Company data.

Contractor agrees to: (a) protect all login credentials and not share account access with any person; (b) not export, download, or distribute any data from Company systems to unauthorized parties or platforms; (c) use Company systems only for authorized recruiting activities; (d) immediately report any suspected security breach or unauthorized access to Company; and (e) comply with all data security policies provided by Company. Violation of this section shall constitute grounds for immediate termination and may result in legal action.

Contractor has no authority to: (a) sign contracts or agreements on behalf of Company; (b) promise or guarantee employment, job offers, orientation dates, start dates, or pay packages to any driver or carrier; (c) negotiate rates, terms, or conditions with carriers on behalf of Company; (d) make representations about Company's services beyond what is authorized in writing by Company management; or (e) incur any expense or obligation on behalf of Company. Any unauthorized commitment made by Contractor shall be the sole responsibility of Contractor.

If Contractor sponsors sub-recruiters under this Agreement, Contractor acknowledges that: (a) sub-recruiters have a direct contractual relationship with Company; (b) if Contractor resigns, becomes inactive, is terminated, or otherwise ceases performing services, associated sub-recruiters may continue directly with Company or may be reassigned to another authorized recruiter at Company's sole discretion; (c) this policy is intended to protect active sub-recruiters from being stranded; and (d) Contractor has no ownership interest in sub-recruiter relationships or their commissions beyond what is specified in the Commission Schedule.

This Agreement begins on the date signed and continues until terminated by either party. Either party may terminate this Agreement at any time, with or without cause, upon written notice to the other party. Upon termination: (a) Contractor's access to all Company systems shall be immediately revoked; (b) Contractor shall return or destroy all Confidential Information; (c) commissions earned on placements completed prior to termination shall be paid per the Commission Schedule; and (d) commissions on placements in progress at the time of termination shall be determined at Company's sole discretion based on Contractor's contribution to the placement.

Company's total liability to Contractor under this Agreement shall not exceed the total commissions paid to Contractor in the three months preceding the claim. Company shall not be liable for any indirect, incidental, consequential, or punitive damages. Contractor agrees to indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising out of or related to: (a) Contractor's breach of this Agreement; (b) Contractor's negligence or willful misconduct; or (c) any unauthorized representations made by Contractor.

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law provisions. Any dispute arising out of or related to this Agreement shall first be submitted to non-binding mediation in Colorado Springs, Colorado. If mediation fails, disputes shall be resolved by binding arbitration under the rules of the American Arbitration Association. The prevailing party shall be entitled to recover reasonable attorneys' fees and costs. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements.