Business Services Auto Carrier LLC

BUSINESS SERVICES AGREEMENT

This Business Services Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Service Provider Name: (the "Service Provider") and Client Name: (the "Client"). The Service Provider and the Client are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, the Service Provider is engaged in the business of providing transportation coordination, scheduling, and related administrative services for the movement of vehicles and goods; and

WHEREAS, the Client operates as an auto carrier or owner of vehicles seeking such services and desires to engage the Service Provider to perform the services described in this Agreement on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. PARTIES' CONTACTS

2. SCOPE OF WORK

The Service Provider shall perform the services described below (the "Services") in a professional manner consistent with industry standards. The Parties agree that the Services shall include, at a minimum, the following:

Any change to the Scope of Work that materially increases cost or time shall require prior written approval signed by both Parties, which may be executed by email confirmation or other written instrument.

3. PAYMENT TERMS

Payments are due within days of receipt of an accurate invoice. Unless otherwise agreed in writing, invoices shall be submitted by the Service Provider detailing services performed, dates, hours, and reimbursable expenses.

Overdue amounts shall accrue interest at the lesser of the maximum rate permitted by applicable law or % per month, plus collection costs, or a flat late fee of .

All amounts are exclusive of taxes. The Client shall be responsible for sales, use, value added, or similar taxes, excluding taxes based on the Service Provider's net income.

4. TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either Party may terminate this Agreement for convenience upon written notice of days to the other Party. Either Party may terminate immediately for material breach that remains uncured for fifteen (15) days after receipt of written notice of such breach. Termination shall not relieve the Client of its obligation to pay for Services performed through the effective date of termination.

5. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means proprietary or non-public information disclosed by one Party to the other 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 pricing, business plans, customer lists, and transportation schedules.

Each Party agrees: (a) to hold Confidential Information in strict confidence and to use it solely to perform its obligations under this Agreement; (b) not to disclose Confidential Information to third parties except to its employees, agents, or subcontractors who need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) to take reasonable measures to prevent unauthorized disclosure. The obligations under this Section shall survive termination of this Agreement for a period of years.

Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully known to the receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

6. INDEPENDENT CONTRACTOR; INSURANCE

The Service Provider is an independent contractor and not an employee, agent, or partner of the Client. The Service Provider retains sole control over the manner and means of performing the Services, subject to the terms of this Agreement. The Service Provider shall maintain commercial insurance appropriate to the Services and shall provide certificates of insurance upon request.

The Service Provider acknowledges and affirms that it is an independent contractor and is responsible for its taxes, benefits, and employment obligations.

7. INDEMNIFICATION

Each Party shall indemnify and hold harmless the other Party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses, or expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's negligent acts, willful misconduct, or breach of this Agreement.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments, 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 of this Agreement must be in writing and signed by authorized representatives of both Parties.

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. Neither Party may assign this Agreement without the prior written consent of the other, except that either Party may assign to an affiliate or in connection with a sale of substantially all of its business or assets.

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