Business DOT Document

BUSINESS DOT DOCUMENT

Effective Date:

RECITALS

WHEREAS Client Name: operates a business engaged in transportation, logistics, and related commercial activities and seeks contracting services relating to Department of Transportation compliance, vehicle operations, and route management;

WHEREAS Contractor Name: represents that it has the expertise, personnel, licenses, and equipment necessary to perform the services described in this Agreement in accordance with applicable federal, state and local law and regulatory requirements;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Contractor shall perform the services described below for Client in a professional and workmanlike manner. The scope includes compliance consulting, vehicle inspection oversight, driver qualification verification, route planning, and record maintenance as further specified.

PAYMENT TERMS

Total Contract Amount: $ . Client shall pay Contractor as follows:

Invoices shall be submitted by Contractor to Client and are due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at % per month (or the maximum allowed by law), plus reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

This Agreement may be terminated by either party upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination.

CONFIDENTIALITY

Definition. "Confidential Information" means any non-public information disclosed by one party to the other, whether disclosed orally, visually or in writing, 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.

Obligations. Each receiving party shall (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Exceptions & Duration. The obligations above shall not apply to information that is publicly known through no fault of the receiving party, rightfully received by the receiving party from a third party without restriction, or independently developed by the receiving party. The confidentiality obligations shall continue for years from the date of disclosure, or for such longer period as required by applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved in the courts of that State or the federal courts located therein.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

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