Business Services Agreement Motors LLC

BUSINESS SERVICES AGREEMENT — MOTORS LLC

This Business Services Agreement (the "Agreement") is entered into effective as of by and between Service Provider Name: , with principal place of business at , and Client Name: , with principal place of business at .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing automotive services, consulting, repair coordination, parts sourcing and related business services to motor vehicle businesses and operators; and

WHEREAS, Client desires to retain Service Provider to perform certain services described herein, and Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement; and

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

1. SCOPE OF WORK

Service Provider shall provide the services described below (the "Services"). Service Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

2. PAYMENT TERMS

As consideration for the performance of the Services, Client shall pay Service Provider in accordance with the terms set forth below.

Any amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be responsible for all costs of collection, including reasonable attorneys' fees. Late fee (if agreed):

3. TERM AND TERMINATION

This Agreement shall commence on and continue until unless earlier terminated as provided below.

4. CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in confidence all non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party") and shall not use such information except to perform its obligations under this Agreement. Confidential information does not include information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) is rightfully received from a third party without breach of any obligation of confidentiality; or (c) is independently developed by the Receiving Party without use of the Disclosing Party's confidential information.

Upon termination or expiration of this Agreement, Receiving Party shall promptly return or certify destruction of Confidential Information, except as required to be retained under applicable law.

5. INSURANCE; INDEPENDENT CONTRACTOR

Service Provider shall maintain insurance appropriate to the Services, including commercial general liability and, where applicable, automobile liability and workers' compensation. Service Provider is an independent contractor and nothing contained in this Agreement shall be deemed to create an employer-employee, partnership, joint venture or agency relationship between the parties.

6. INDEMNIFICATION; LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party and its officers, employees and agents from and against claims, losses, liabilities, damages and expenses arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without giving effect to principles of conflicts of law that would result in the application of the laws of another jurisdiction.

8. ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including any exhibits or schedules hereto that are executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the contact information set forth below by hand, certified mail (return receipt requested), or recognized overnight courier service.

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to execute such further documents and take such further action as may reasonably be required to carry out the intent of this Agreement.

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