Business Road Document

BUSINESS ROAD DOCUMENT

This Business Road Document (the "Agreement") is entered into as of by and between Client Name: with primary address and Service Provider Name: with primary address .

WHEREAS

WHEREAS, Client engages in business operations that require the planning, logistical coordination, and execution of road-based business activities including but not limited to site visits, deliveries, demonstrations, and marketing roadshows (collectively, "Road Activities"); and

WHEREAS, Service Provider possesses expertise, personnel, vehicles, equipment and licenses necessary to perform Road Activities and is willing to provide such services to Client in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of such services.

SCOPE OF WORK

Services shall include planning, route scheduling, vehicle and equipment provisioning, driver and staff coordination, on-site set-up and breakdown, compliance with applicable traffic and safety laws, and preparation of post-activity reports. Service Provider shall perform all services in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay Service Provider as follows: an initial deposit of upon execution, with the balance due in accordance with the Payment Schedule. All invoices are payable within days of invoice date.

Overdue amounts shall bear interest at the rate of per month (or the maximum rate permitted by law, if lower). Client shall also be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least the Notice Period specified above. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days following written notice specifying the nature of the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary or confidential information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether oral, written or electronic, including without limitation business plans, customer lists, pricing, trade secrets, technical data, and operational procedures. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement by Receiving Party; (b) was rightfully in Receiving Party's possession prior to receipt from Disclosing Party; (c) is rightfully obtained by Receiving Party from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

Receiving Party shall (i) use Confidential Information solely for the purposes of performing under this Agreement; (ii) restrict disclosure of Confidential Information to its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (iii) take reasonable measures to protect the confidentiality of the Confidential Information. Upon termination or expiration of this Agreement, Receiving Party shall promptly return or destroy all Confidential Information and certify in writing that such return or destruction has been completed.

The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, for which obligations shall survive for so long as such information remains a trade secret under applicable law. Remedies at law may be inadequate to protect Disclosing Party; Receiving Party acknowledges that Disclosing Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies.

INSURANCE AND INDEMNIFICATION

Service Provider shall maintain at its expense commercial general liability and automobile liability insurance in amounts sufficient to cover its obligations hereunder and shall provide proof of such insurance upon Client's request. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any claims, liabilities, losses, costs or expenses (including reasonable attorneys' fees) arising out of Service Provider's negligence, willful misconduct or breach of this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by hand, certified mail, or nationally recognized overnight courier, and shall be effective upon receipt.

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 the state and federal courts located in that State shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with 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 understandings, agreements, representations and warranties, both written and oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and executed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a sale of substantially all of its assets or a merger or change of control.

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