Business Non-Fleet Agreement

BUSINESS NON-FLEET AGREEMENT

This Business Non-Fleet Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, the Company requires certain non-fleet related business services consisting of transportation coordination, scheduling, and related administrative services (the "Services"); and

WHEREAS, the Service Provider represents that it has the qualifications, personnel, and ability to perform the Services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations governing the provision of such Services on the terms set out below.

SCOPE OF WORK

The Service Provider shall perform the Services described below in a professional and workmanlike manner consistent with industry standards. The Services shall include, without limitation, the following:

Additional tasks may be added by mutual written agreement of the parties. Any material change to the Scope of Work, including changes to timing or deliverables, shall require a written amendment signed by both parties.

PAYMENT TERMS

Compensation for the Services shall be as follows:

Service Provider shall submit invoices to the Company. Payment shall be due within days from receipt of a proper invoice.

Any amounts unpaid after the due date shall accrue interest at or the maximum rate permitted by applicable law, whichever is less. The Company shall also be responsible for reasonable collection costs and attorneys' fees incurred by the Service Provider resulting from late payment.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, the Service Provider shall deliver all completed work, invoices for Services rendered up to the effective termination date, and any materials reasonably requested by the Company. The Company shall pay the Service Provider for all undisputed Services performed through the effective date of termination.

CONFIDENTIALITY

The parties acknowledge that in the performance of this Agreement they may each have access to or receive certain proprietary or confidential information ("Confidential Information"). Each party agrees to hold the other's Confidential Information in strict confidence, to use such information solely for the performance of this Agreement, and not to disclose such information to any third party except to employees, contractors, or advisers who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that is or becomes publicly available other than through a breach of this Agreement, already known to the receiving party at the time of disclosure, independently developed by the receiving party without use of the disclosing party's Confidential Information, or rightfully obtained from a third party without restriction.

INDEMNIFICATION AND INSURANCE

The Service Provider shall indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any and all losses, damages, liabilities, claims, or expenses (including reasonable attorneys' fees) arising out of or resulting from the Service Provider's negligent acts, willful misconduct, or breach of this Agreement. The parties shall maintain adequate insurance coverage to cover their respective obligations under this Agreement and shall provide proof of such insurance upon reasonable request.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of each party for any claim arising out of this Agreement shall not exceed the total compensation paid or payable to the Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

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 rules. Any disputes arising under or in connection with this Agreement shall be resolved in the state or federal courts located within such state.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, 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 signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, sent by nationally recognized overnight courier, or three business days after being deposited in the United States mail, postage prepaid, addressed to the parties at the addresses set forth above or to such other address as either party may designate by notice in accordance with this section.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, that this Agreement constitutes a legal, valid, and binding obligation of such party, and that the execution and performance of this Agreement will not violate any law, regulation, or agreement by which it is bound.

CONTACTS FOR NOTICES AND ADMINISTRATION

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement to a successor by way of merger, consolidation, or sale of substantially all of its assets provided that such successor assumes all obligations hereunder.

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