Every customer contract negotiated. Every carrier agreement attorney-reviewed. Every employment agreement court-tested. Every vendor term challenged. This is how Core protects $50M+ in annual freight.
In freight brokerage, the #1 cause of failure isn't lack of revenue — it's uncontrolled liability. Brokers sign customer contracts with unlimited indemnification. They skip carrier vetting. They use boilerplate employment agreements that don't hold up in court. One bad claim, one rogue employee, one lawsuit — and they're done.
Core takes a different approach. Every contract — customer, carrier, employee, vendor — is negotiated, reviewed by outside counsel, and structured so that contractual exposure never exceeds insurable risk.
The #1 cause of broker failure isn't lack of revenue. It's a single claim that exceeds coverage because someone signed a contract they shouldn't have.
Core never signs a customer contract as-is. Every agreement is redlined, negotiated, and structured to protect Core's broker role. Negotiations routinely take 2-3 months. Core will walk away from revenue before accepting misallocated risk.
Under federal law (49 U.S.C. § 13102), a broker is not a motor carrier. Core does not own trucks, employ drivers, or control carrier operations. Every customer agreement must reflect this legal reality. When customers demand unlimited indemnification for carrier acts, Core redlines it — every time.
$2.5B revenue · 2,500+ employees · Shipper-Broker Agreement
Pacific's standard Shipper-Broker Agreement (Section 6(d)) required the broker to indemnify Pacific for all unpaid cargo claims without limit — effectively making Core an insurer of last resort for any cargo loss, regardless of carrier fault or Core's own negligence.
Pacific sends standard Shipper-Broker Agreement with unlimited indemnification
Core sends redlined version — caps indemnification at $250K cargo coverage limit
Pacific legal reviews. Back-and-forth on Section 6(d) language and insurance requirements
Rick sends final executed agreement with Core's revision accepted. Sherry Sorenson forwards to Pacific legal.
"Broker shall be responsible for payment of any such claim for damages not exceeding the limits of Broker's contingent liability coverage of $250,000, or in the event that Shipper has complied with the requirements for high value loads as set forth in Section 3(c)(iv), not exceeding the limits of such increased insurance coverage limits."
Liquid handling solutions · National fleet · MSA negotiation
R4R's Master Service Agreement (Sections 5.2 and 5.3) required the broker to indemnify for all carrier acts and omissions — effectively making Core liable for the behavior of independent motor carriers it doesn't employ, control, or insure.
Core sends redlined MSA with revised Sections 5.2 and 5.3
Kristina McDaris submits to R4R procurement for review
Rick proactively sends Core's Broker-Carrier Agreement for transparency — unprompted
R4R procurement sends revised 5.2/5.3 accepting Core's framework with slight modifications
Rick accepts revised language — both parties in agreement
"Broker indemnifies R4R only for: (i) Broker's own negligence or willful misconduct, (ii) material breach of the Agreement, (iii) failure to use a properly qualified carrier."
"Nothing in this Agreement requires Broker to guarantee carrier performance. Cargo liability is limited to Section 3.5."
"Carriers are independent contractors, not agents of Broker. Broker is not liable for carrier acts unless Broker failed to comply with vetting requirements."
Radical transparency: Rick sent Core's standard Broker-Carrier Agreement to R4R's procurement team — unprompted — so they could see exactly how carriers are held accountable. This accelerated the negotiation from weeks to days.
Heavy equipment rental · National operations · Amendment negotiation
Sunstate's Master Vendor Agreement (Article 13) required the broker to "defend, indemnify and hold harmless Sunstate from ANY claim... caused by, arising out of, resulting from the performance of the work by Broker, the selected carriers or their respective agents or employees." This was a blanket indemnification for all carrier activity. Core struck the entire clause.
Sunstate sends Master Vendor Agreement with blanket indemnification
Sunstate initially REJECTS Core's amendment — 'multiple brokers available'
Core comes back with legal reasoning, signed agreement + amendment + broker-carrier agreement
Linda Jones (Sunstate Contract Manager) adds red line to conflict language
Rick proposes revised conflict language — 'This Amendment governs solely with respect to indemnification'
Linda sends final amendment. Rick accepts. Fully executed documents exchanged.
"Broker indemnifies Shipper harmless only to the extent claims are directly caused by the negligent acts or omissions of Broker. Broker NOT responsible for: (1) acts/omissions/negligence/misconduct of any motor carrier; (2) acts of Shipper, its agents, employees; (3) bodily injury/property damage from operation, maintenance, use, loading, or unloading of motor vehicles."
The comeback: Sunstate initially rejected Core's amendment entirely — "multiple brokers available." Most brokers would have signed the original. Core came back with legal reasoning, full transparency, and collaborative language. Two months later: fully executed agreement. Sunstate is now a preferred provider account.
Core's Broker-Carrier Agreement was reviewed by outside counsel (Mathis Law Group) and includes operational penalties, comprehensive indemnification, and compliance requirements that most brokers never enforce.
Core proactively shares its Broker-Carrier Agreement with customers — unprompted — so they can see exactly how carriers are held accountable. This level of supply chain transparency is rare in the brokerage industry and accelerates customer negotiations.
Core's employment agreement is a 16-section legal architecture that protects customers, prospects, employees, and proprietary information. It has been challenged twice in court. Core won both times.
"This is Core's most critical document." — Rick Mancebo
Nationwide scope. Covers any entity in transportation, logistics, 3PL, brokerage, M&A in transport sector, or PE/hedge funds investing in competitive businesses.
2-year prohibition covering: customer solicitation, employee poaching, contractor solicitation, supplier interference, acquisition target interference.
Post-employment obligation. Covers strategic plans, pricing, customer lists, carrier info, acquisition targets, know-how, IP, and software.
Challenged twice by former employees attempting to solicit Core's customers and carriers. Core prevailed both times.
When Florida passed the CHOICE Act in 2025, Core didn't wait for a problem. Rick proactively engaged outside counsel to update the employment agreement before the law took effect.
Defines role, responsibilities, and Core's right to modify duties
Salary, bonus, commission structures with clawback provisions
Either party can terminate; Core retains all protections post-exit
3-year post-employment obligation covering pricing, customers, carriers, IP
24-month nationwide scope covering transport, 3PL, brokerage, PE
7 categories: customers, employees, contractors, suppliers, targets
Core can notify future employers of restrictive covenant obligations
Employee warrants no conflicting obligations from prior employers
Core negotiates every vendor agreement with the same rigor applied to customer contracts. Zero auto-renewal clauses. Zero open-ended commitments. Every relationship is structured for operational flexibility and Core's benefit.
Core's insurance program is structured specifically for the broker role. Every coverage tier matches the contractual obligations in Core's customer and carrier agreements. Contractual exposure never exceeds insurable risk.
Core's contractual exposure never exceeds its insurable risk — the single most important survivability factor in freight brokerage.
Customer agreements cap liability at coverage limits
Carrier agreements require primary coverage
Core bridges the gap — no uninsured exposure
"We don't rush to do things. A lot of brokers are just bringing on the business — sign anything, book the load. We do it the right way. We mitigate risk everywhere — from an insurance standpoint, from a customer standpoint, from an employment standpoint. Risk mitigation across the board. That's why we're still here."
Most brokers don't have the legal infrastructure, the patience, or the willingness to walk away from revenue to build this kind of framework.
Contractual exposure never exceeds insurable risk. Zero open-ended indemnification clauses in any active contract.
Willingness to walk away from revenue rather than accept misallocated risk builds trust with sophisticated procurement departments.
Proactively sharing broker-carrier agreements accelerates customer negotiations and demonstrates accountability.
16-section employment agreements with proven enforcement history (2-0 court record) protect customer relationships and enterprise value.
Citing federal transportation law, structuring insurance to match contractual obligations, and maintaining monthly legal sessions.
This framework took years to build, test in court, and refine. It cannot be copied overnight. It compounds over time.
Every contract negotiated. Every clause tested. Every domain fortified. This is the architecture that makes Core Logistics not just a broker — but an institution.