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Broker-Shipper Agreement Review

Broker shipper agreement review that reads each shipper draft against your counsel's playbook, finds the changes the cover email left out, and leaves each legal position to counsel.

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See one shipper draft marked up clause by clause ↓
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The problem

The shipper's cover email is the reviewer's map, and the shipper drew it

A broker bids on a shipper's annual freight, and the shipper's legal team sends the transportation services agreement any award is signed under. A few words decide who pays when a truck crashes or a load disappears: liable as a motor carrier, shall direct the driver, indemnify regardless of cause, and payment days stretched far past thirty.

Brokerage legal teams are small and the signing deadline is fixed. The contracts manager compares versions by eye, payment days go to the controller for a gut check instead of a price, counsel's best rulings sit in old emails, and margin comments sometimes travel with the redline by mistake.

Built forFreight brokersGeneral counselContracts managersControllersRisk managers

The Problem Today

Shipper drafts can make a broker answer for a carrier's crash or cargo, and a small legal team reads them by hand.

$750K
minimum liability cover for a general freight carrier since 1985 published
$75K
financial security a property broker must hold by federal rule published

Compared by eye with the playbook

  • Redlines
  • Cover email
  • Net days
  • Indemnity
  • Changes the email skippedThe cover email names some edits and leaves others out
  • Net days left unpricedEach day past thirty is the broker's own cash

The Solution

  1. Each section against the playbookClauses compared with counsel's own positions, each one cited
  2. Silent changes surfacedThe last version and the cover email compared word by word
  3. The insurer's read firstA challenger marks the words the broker's insurer would quote
  4. Package sent clause by clauseCounsel signs; the shipper answers in one field per clause

Built-in controls

  • Counsel signs each legal position before it leaves
  • Privileged notes stay inside the brokerage
  • Shipper free text waits for a human reader

What You Get

The package reaches the shipper with liability, control and payment terms where the broker's counsel set them.

  • Payment days pricedCarrying cost at the controller's rate, per counter
  • Counsel's rulings recalledShown at the clause; new rules wait for counsel
  • Carrier returns caughtEdits to the broker's own form checked against the playbook
Features

Broker shipper agreement review features, from shipper draft to package

Contracts managers use them to mark up a shipper's draft against counsel's playbook; counsel, the controller and the president sign what is theirs. The screens follow one draft from a shipper whose annual freight the broker has bid on.

demoSample data: the broker, the shipper, the carrier, the people and every amount shown.

  1. 01Payment terms

    Shipper payment terms read against the playbook and countered within authority

    • Each section read against counsel's playbook. Each clause sits beside the playbook's standard, fallback and never line, so every markup starts from counsel's own words.
    • Counters within the reviewer's authority. Payment days inside the contracts manager's limit are redlined at once; longer terms route to the controller or the president.
    • A condition steered into the plan. An instruction such as accept longer terms if they strike a clause is logged and fires only if the shipper's reply meets it.
  2. 02Driver control

    Driver-control language struck and rewritten so the carrier keeps control

    • Control words matched to the playbook's never line. Language that has the broker direct a driver is flagged and redlined so the carrier keeps exclusive control.
    • Our own redline tested. The agents' wording is challenged too, so a phrase that still has the broker pass on routes is caught before counsel reads it.
  3. 03Cargo liability

    Motor carrier cargo liability swapped for the playbook's contingent cover

    • A broker-as-carrier clause flagged. Words that make the broker answer as the carrier are caught even when the cover email leaves them out.
    • Counsel's earlier rulings beside the redline. How counsel struck the same words before sits beside the redline, so positions hold steady across shippers.
    • Conforming edits drafted. A change in one section brings the matching edit elsewhere, so the agreement does not contradict itself.
  4. 04The run

    Contract review by seven agents, with each finding cited and passed along

    • Agent time, source and hand-off for each finding. The contracts manager can trace a finding to the section and source behind it.
    • What the agents may not do, listed. Each agent's limits sit beside its work, so the reviewer knows no finding is legal advice or a position the playbook lacks.
  5. 05Silent changes

    Changes since the last version that the shipper's cover email left out

    • Draft compared with the version you last saw. Each changed section shows its wording before and after, so the reviewer reads only what moved since the last round.
    • Checked against the cover email. Changes the shipper did not mention are marked, so the review no longer follows the other side's map.
  6. 06Price the terms

    Net payment days priced as carrying cost against the bid's margin

    • Each extra day priced at the controller's rate. Every option shows cash tied up, cost a year and share of margin, with an assumed label the controller clears by confirming.
    • Insurance asks priced as premium. Contingent cargo offered in a redline is priced per load at the risk manager's rate.
    • Shipper answers played forward. Accept, counter or hold is shown with who signs and by when, before the package goes out.
  7. 07Challenger

    Draft read the way the broker's own liability insurer would read a claim

    • The words an insurer would quote. Liability, control and indemnity language outside the risk the broker's policies are written for is marked.
    • Kept privileged for counsel. This read is made for counsel, kept privileged, and never attached to the package or the exported case file.
    • Each point answered or sent on. The drafting agents answer from the playbook or the record; the rest goes to counsel.
  8. 08Counsel sign-off

    Counsel opens each clause and decides each legal position before signing

    • Evidence opened by counsel personally. The draft and the challenger's read must be opened by counsel; the contracts manager's opens do not count.
    • A decision per position. Each clause is approved as redlined or held for a call, a challenger point can stand with no redline, and each choice is recorded.
    • Counsel's signature states its meaning. Counsel signs that each clause was read against the playbook and the package may go.
  9. 09Package

    Clause-by-clause package sent to the shipper, privileged notes left out

    • One field per open clause. The shipper accepts, rejects or counters each clause, and every other section stands as drafted.
    • Privileged material listed and kept back. Margin notes, the playbook, counsel's rulings and the challenger's read never travel with the redline.
    • Replies read field by field. Counters change the case through their fields; attached text goes to a person.

Who reviews a shipper's transportation agreement, and what each gets

The contracts manager drafts, counsel decides the law, and the money people price what the shipper asks.

Contracts managers

Each shipper draft and carrier return: positions from the playbook, steering, routing to counsel

  • Each section beside its playbook passage
  • Changes the cover email skipped
  • Payment days priced before anyone agrees
General counsel

The playbook, each legal position, learned rules and settings

  • Only the clauses that need a lawyer
  • The insurer's-side read, kept privileged
  • Earlier rulings surfaced beside each clause
Controllers

Payment terms past the contracts manager's limit, priced at their own capital rate

  • Carrying cost per counter, at their rate
  • Assumptions labeled until confirmed
  • A sign-off with the worksheet attached
Risk and insurance managers

Premium rates, and endorsements bound before signature

  • Insurance asks priced per load
  • Limits checked against the certificate
  • No limit promised before it is bound
Around the draft

Carrier returns, the review queue, the playbook and the shipper's reply form

The rest of the contracts desk while one shipper draft waits on counsel.

Carrier agreement returned with editsA carrier's edits to the broker-carrier form as tracked changes, each checked against the playbook. Rejecting is immediate; accepting is counsel's call.
Agreements in reviewShipper drafts, renewals and amendments by first-read clock and stage, plus the week's carrier returns, each with what it needs next.
The contract playbookCounsel's positions, each with a standard, a fallback and a never line, and the sections of the current draft they apply to. Only counsel edits it.
Audit trailWho read, drafted, opened, decided and signed, with times and reasons, from the agents' first pass until the package went out.
The shipper's reply formWhat the shipper's procurement team sees: one field per open clause to accept, reject or counter. Any counter text is opened and read by the contracts manager.
Settings and who decidesWho signs which kind of term, the clock for each read, and the pricing assumptions. A change waits for general counsel.

demoSample data, from the working solution.

Five signatures, and counsel's comes before anything leaves the brokerage

Each person opens what they sign, and nobody signs work they prepared.

Contracts manager
Sees
Each clause outside the playbook, and the shipper's reply field by field
Signs
Positions drafted from the playbook, and payment terms inside their limit
General counsel
Sees
The clause text and the challenger's read, opened personally
Signs
Each legal position before the package leaves
Controller
Sees
The pricing worksheet, the shipper's reply and the treasury note
Signs
Longer payment terms, at a confirmed cost of capital
Risk and insurance manager
Sees
The certificate and the premium for each insurance ask
Signs
Endorsements bound before any limit is promised
President
Sees
Counsel's approval and the priced terms
Signs
The agreement itself, and the longest payment terms
The agents

Seven agents mark up the draft; none advises on law or sends before counsel

Findings go to the contracts manager and to counsel, never to the shipper.

Agreement reader

Reads the email, the draft and the bid letter, splits sections and defined terms, and matches the bid.

  • Never guesses at a scanned page; it asks for a text copy
Version agent

Compares the draft with the last version the broker saw and with the cover email.

  • Never judges whether a change is acceptable
Clause reader

Reads each section against the playbook and drafts the playbook redline.

  • Never takes a position the playbook does not hold
  • Never says a clause is void
Terms pricer

Prices payment days as carrying cost and insurance asks as premium.

  • Never chooses the cost of capital or the premium rate
Rulings keeper

Finds counsel's past rulings on the same words and proposes rules from them.

  • Never applies a rule counsel has not approved
Coverage reviewer

Plays the broker's own liability insurer reading the draft after a claim on a load.

  • Never gives legal advice
  • Argues one side on purpose; any case law it raises is for counsel
Package writer

Builds the clause-by-clause package, strips privileged notes and reads replies field by field.

  • Never sends before counsel signs
  • Never attaches anything privileged

What brokerage counsel ask about the broker shipper agreement

What is a broker shipper agreement?

A broker shipper agreement is the contract under which a freight broker arranges carriers for a shipper's freight. Broker shipper agreement review reads the shipper's draft against the broker's own playbook before anyone signs it.

How is it different from a broker carrier agreement?

The broker carrier agreement is the broker's own form that carriers sign at onboarding. The same agents read carrier returns too, flag edits against the playbook, and let the contracts manager reject them at once.

Will the agents tell us whether a clause is enforceable?

No. The agents compare each clause with your counsel's playbook and rulings. They never say whether a clause would hold up, and counsel decides and signs each legal position.

Can it use our own past rulings?

Yes. The rulings keeper finds counsel's earlier decisions on the same words and shows them at the clause. A rule learned from them applies only once counsel approves it.

How are payment terms priced?

Each day past your standard terms is priced as cash tied up on the bid, at the controller's cost of capital. Until the controller confirms the rate, each figure is labeled assumed.

What does the shipper see?

One field per open clause, with the broker's proposed wording. Margin notes, the playbook, counsel's rulings and the challenger's read stay inside the brokerage.

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Send us a shipper draft
you signed last year.

We will read it against your playbook with you, clause by clause, and show what the cover email left out.

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