Auto Progressive Agreement

AUTO PROGRESSIVE AGREEMENT

This Auto Progressive Agreement ("Agreement") is entered into between the parties identified below as of the Effective Date set forth herein.

Effective Date:

WHEREAS

WHEREAS, Client is the owner or lawful operator of the vehicle(s) described in the Scope of Work and requires staged automotive services, upgrades, or repairs to be performed progressively in accordance with the schedule and milestones set forth in this Agreement; and

WHEREAS, Service Provider represents that it possesses the skill, personnel, equipment, and licenses necessary to perform the work and agrees to perform the work in accordance with the terms, milestones, and payment schedule set forth below; and

WHEREAS, the parties intend that the work be performed in progressive phases so as to allow phased payment and acceptance of completed stages.

SCOPE OF WORK

Service Provider will perform the services, deliverables, and milestones described below. Client and Service Provider acknowledge that the work will be performed in progressive phases and each phase must be accepted in writing prior to commencement of the subsequent phase.

PAYMENT TERMS

Total Contract Amount:

Deposit (due prior to commencement):

Invoices are due within days of invoice date. Late payments shall accrue interest at , or the maximum permitted by law, whichever is lower.

All payments shall be made in lawful currency unless otherwise agreed in writing. Client shall be responsible for all reasonable collection costs, including attorney fees, for unpaid amounts.

TERM AND TERMINATION

Term Commencement Date: . Estimated Completion Date: .

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after written notice of breach.

Upon termination, Service Provider shall deliver to Client any completed work, and Client shall pay for all work performed and non-cancellable obligations incurred through the date of termination. Any advance sums for unperformed work shall be refunded, subject to set-off for reasonable costs.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that (a) is or becomes public without breach of this Agreement, (b) was known by the Receiving Party prior to disclosure, (c) is rightfully received from a third party without breach of an obligation of confidentiality, or (d) is independently developed by the Receiving Party.

The Receiving Party shall use Confidential Information solely for performance of this Agreement and shall limit disclosure to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination for a period of years.

CHANGES AND CHANGE ORDERS

Any changes to the Scope of Work, schedule, or price shall be made by written change order signed by both parties. Service Provider shall not be obligated to proceed with any change until a signed change order is executed.

WARRANTY; LIMITATION OF LIABILITY

Service Provider warrants that workmanship will be free from material defects for a period of months following acceptance of each phase. This warranty does not cover damage caused by misuse, collision, or subsequent modification by parties other than Service Provider.

Except for liability arising from gross negligence or willful misconduct, each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total contract amounts paid by Client to Service Provider under this Agreement. Neither party shall be liable for incidental, consequential, or punitive damages.

INSURANCE AND COMPLIANCE

Service Provider shall maintain commercial general liability and, where applicable, garage keeper's and automobile insurance in amounts customary for the automotive services industry and shall provide certificates of insurance upon request. Service Provider shall comply with all applicable laws, regulations, and safety standards in performing the work.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including all executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. No waiver, modification, or amendment shall be effective unless in writing and signed by authorized representatives of both parties.

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