1. A Few Contracting Ideas for Increasing Domestic Truckload Capacity without Increasing Risk Darin Day General Counsel Tucker Company Worldwide

2. Background Capacity is Tight, and Getting Tighter – Driver Shortage and Demographics – 1,000s of Trucking Companies have disappeared from the marketplace since 2007 – Regulatory and Legal Restrictions CSA EOBR Affordable Care Act Medical Exam Restrictions Drug and Alcohol Database

3. Rationale Carriers can afford to be selective, and ARE being selective. More than ever, to thrive (maybe even survive) requires becoming a Shipper of Preference One Tactic: Specific U.S. Domestic Agreements: Shipper-Carrier, and Shipper-Broker Maximize efficiency and comity; increase capacity, availability and reliability; perhaps lower costs --- without increasing risk exposure

4. Certificate Holder vs. Additional Insured Party Ask to be named “Cert Holder” rather than “additional insured” – Some insurance companies will resist naming you as additional insured, nobody balks at cert holder Cargo Policy: Claims filed by Additional Insured Party may be DENIED outright Auto Liability Policy: Claims filed by Additional Insured Party may be limited to 50% pro rata share of the policy value

5. Certificate Holder vs. Additional Insured Party General Liability Insurance – Virtually impossible to imagine a scenario where a trucking company’s GL policy would protect a shipper – May be worth asking for the industry standard $1M, simply as a check on financial stability and good governance Workers Comp Insurance – additional insured offers no protection

6. Cargo Insurance and Cargo Claims 1)Take advantage of the Carmack Regime, and a 3PL’s Contingent Cargo Insurance Policy 2)Cap Cargo Liability at $100,000 --- with a declared value carve-out

7. Align Indemnity Obligations Indemnity Provisions that hold a party accountable for the acts and omissions of another party are increasingly unenforceable – By Statute – Under the Common Law Underwriters are often unwilling to schedule contracts with misaligned indemnity provisions Structured properly, the parties lose nothing by properly aligning indemnity obligations