DOT Compliance Service Agreement

This DOT Compliance Service Agreement (the “Agreement”) is entered into as of the date of last signature below (the “Effective Date”) by and between Foragentis, with a principal place of business at 1401 21st St, Ste R, Sacramento, CA 95811 (“Provider”), and the motor carrier identified below (“Carrier”).

1. Carrier Information

2. Services

Provider will provide the administrative and record-keeping services included in the service tier selected in Exhibit A, which may include:

• Building and maintaining a deadline calendar for Carrier’s recurring federal and state filing obligations, with reminders before each deadline.
• Preparing and submitting the MCS-150 biennial update and the annual UCR registration on Carrier’s behalf, with Carrier’s authorization.
• Monitoring Carrier’s insurance certificate dates and federally required filing status, and alerting Carrier before expiration.
• Setting up and maintaining driver qualification files, vehicle maintenance file templates, and an accident register.
• Preparing Carrier for the FMCSA New Entrant Safety Audit, including a mock-audit review of Carrier’s records.
• For the CDL tier only: enrolling Carrier’s CDL drivers in a third-party drug and alcohol testing consortium as Carrier’s agent, assisting with FMCSA Drug & Alcohol Clearinghouse registration, tracking the annual Clearinghouse query, and providing hours-of-service / ELD setup guidance.

3. Nature of the Service; Important Disclosures

• Provider is a private company. Provider is not FMCSA, is not the U.S. Department of Transportation, and is not affiliated with or endorsed by any government agency.
• Administrative service, not legal advice. Provider supplies record-keeping, deadline-tracking, and filing-preparation services only. Nothing Provider supplies is legal advice, and Provider is not a law firm. Carrier should consult an attorney for legal questions.
• Carrier remains the responsible party. Under the Federal Motor Carrier Safety Regulations, responsibility for compliance rests with Carrier at all times. Provider’s services assist Carrier in meeting Carrier’s obligations; they do not transfer those obligations to Provider.
• No audit outcome is guaranteed. Provider prepares records to be audit-ready. FMCSA alone decides audit scheduling and results, and Provider makes no representation about the outcome of any audit, review, or investigation.
• Self-filing is always available. The government filings covered by this Agreement (including the MCS-150, which is free to file) can be completed by Carrier directly at no service charge. Carrier is paying Provider for tracking, preparation, and handling — not for access to any government system.

4. Government and Third-Party Fees Passed Through at Cost

Government fees (including the annual UCR fee) are paid by or billed to Carrier at the actual amount charged by the government, with no markup. Where the CDL tier applies, the drug and alcohol testing consortium bills its own enrollment and testing fees directly to Carrier or is passed through at cost; Provider adds no markup to consortium fees. Provider will state the actual fee amount before incurring any pass-through charge on Carrier’s behalf.

5. Third-Party Drug and Alcohol Testing Consortium (CDL Tier Only)

Drug and alcohol testing services are provided by an established third-party consortium/TPA, not by Provider. Provider enrolls Carrier’s drivers with the consortium as Carrier’s agent and tracks consortium notices (including random-selection notices) as part of the Services. Provider does not collect specimens, perform testing, or determine test results, and the consortium’s own terms govern the testing services it provides.

6. Authorization to Act

Carrier authorizes Provider, as Carrier’s agent and at Carrier’s direction, to prepare and submit the filings described in Section 2, to access the relevant government portals for that purpose using credentials or authorization Carrier provides, and to communicate with Carrier’s insurer and (for the CDL tier) the testing consortium regarding the Services. Carrier may revoke or limit this authorization at any time by written notice.

7. Carrier Responsibilities

• Provide accurate and complete information and documents, and provide them promptly when requested — deadlines can only be met with Carrier’s timely cooperation.
• Review and approve each filing before submission where approval is requested.
• Notify Provider promptly of changes in drivers, vehicles, insurance, operations, or contact information.
• Remain solely responsible for the operation of Carrier’s business, the conduct of its drivers, and compliance with all applicable laws and regulations.

8. Fees; Billing

Carrier will pay Provider the flat monthly fee for the tier selected in Exhibit A. The first month is free. Billing begins on the first day of the second month of service and recurs monthly in advance. There is no long-term contract and no setup fee. Pass-through fees under Section 4 are billed separately at cost. If a monthly fee is more than fifteen (15) days past due, Provider may suspend the Services until the account is current; suspension does not pause deadlines, which remain Carrier’s responsibility.

9. Term and Termination

This Agreement runs month to month from the Effective Date. Either party may cancel at any time, with or without cause, by written notice (email sufficient). Cancellation takes effect at the end of the then-current monthly billing period; no further monthly fees are owed after that date, and no partial-month refunds are issued. On cancellation, Provider will deliver to Carrier copies of the records and files maintained under this Agreement in a reasonable format. Sections 3, 4, 8, 11, and 12 survive termination with respect to obligations accrued before the effective date of cancellation.

10. Communications Consent

Carrier consents, on its own behalf and on behalf of its drivers, to receive calls, text messages, and emails from Provider at the numbers and addresses provided, for purposes of deadline reminders, filing coordination, and account matters. Carrier may withdraw consent for any driver or number by written notice.

11. Confidentiality

Each party will keep confidential the other party’s non-public business information, including driver records, filings, and documents exchanged under this Agreement, and will use such information only to perform this Agreement. Provider will share Carrier information with third parties only as needed to perform the Services (for example, the testing consortium under Section 5) or as required by law.

12. Limitation of Liability; Indemnification

Provider is not liable for fines, penalties, out-of-service orders, audit outcomes, or other consequences arising from Carrier’s operations, from events predating this Agreement, or from Carrier’s failure to provide accurate, complete, or timely information or approvals. Provider’s total liability under this Agreement is limited to the service fees actually paid by Carrier in the three (3) months preceding the event giving rise to the claim. Neither party is liable for indirect, incidental, or consequential damages. Each party will indemnify the other against third-party claims arising from its own negligence or willful misconduct.

13. General

This Agreement is governed by the laws of the State of California. Any dispute will be resolved in the state or federal courts located in Sacramento County, California. This Agreement is the entire agreement between the parties regarding its subject matter and may be amended only in a writing signed by both parties. If any provision is held unenforceable, the remainder stays in effect. This Agreement may be signed in counterparts and by electronic signature.