Automotive Agreement Nissan

AUTOMOTIVE AGREEMENT — NISSAN

This Automotive Agreement (the Agreement) is made and entered into as of by and between Nissan Entity Name: with principal place of business at:

and Service Provider Name: with principal place of business at:

WHEREAS

WHEREAS, Nissan Entity is engaged in the design, manufacture and distribution of motor vehicles and related components and desires qualified services, repair, maintenance, parts supply and technical support for certain vehicle models identified in this Agreement; and

WHEREAS, Service Provider represents that it possesses the necessary technical expertise, certifications, personnel and facilities to perform services on Nissan vehicles, including authorized warranty repairs, parts installation and diagnostic services for models:

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform automotive services for Nissan Entity.

SCOPE OF WORK

Service Provider shall perform the services described below in a professional manner consistent with industry standards and applicable manufacturer protocols. Services shall include, but are not limited to, diagnostics, repair, parts procurement and installation, warranty processing, and technical reporting as required by Nissan Entity.

PAYMENT TERMS

Nissan Entity shall pay Service Provider the compensation described below in consideration for the Services performed in accordance with this Agreement.

Late payments shall incur interest at the lesser of the rate set forth below or the maximum rate permitted by law. The parties agree that the late fee shall be: % per month on the unpaid balance, calculated monthly.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in full force and effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon prior written notice to the other party not less than days. Termination for cause shall be effective immediately upon written notice if the non‑breaching party reasonably determines that the other party has materially breached this Agreement and fails to cure such breach within 30 days of receipt of notice.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes technical data, vehicle designs, repair procedures, warranty information, pricing, business plans and customer lists.

The receiving party shall: (a) hold the Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to those employees, agents and subcontractors with a need to know who are bound by confidentiality obligations; and (c) use the Confidential Information solely to perform obligations under this Agreement. The obligations of confidentiality shall survive termination of this Agreement for a period of years, except as otherwise required by law.

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. The parties agree that any dispute arising under or in connection with this Agreement shall be resolved exclusively in the state or federal courts located in the county of and each party consents to personal jurisdiction therein.

INSURANCE AND INDEMNITY

Service Provider shall maintain insurance coverage customary for the automotive service industry, including commercial general liability, workers' compensation and garagekeepers coverage where applicable, and shall provide certificates of insurance upon request. Service Provider shall indemnify, defend and hold Nissan Entity harmless from and against any claims, losses or liabilities arising out of Service Provider's negligent acts or omissions, subject to any limitations of liability set forth in this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and executed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of the parties: The parties agree that Service Provider is an independent contractor and not an employee or agent of Nissan Entity. Neither party may assign this Agreement without the prior written consent of the other, except that Nissan Entity may assign to an affiliate.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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