Business Trailer Version

BUSINESS TRAILER VERSION

Parties and Recitals

This Business Trailer Version Agreement ("Agreement") is entered into by and between:

WHEREAS, Primary Party owns, leases, or controls one or more mobile trailer units and related equipment intended for use in business, marketing, or operations (collectively, "Trailers"); and

WHEREAS, Counterparty desires to engage Primary Party to supply, modify, lease, operate, or otherwise provide services related to such Trailers in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision and use of the Trailers in a written agreement.

Effective Date

Effective Date:

Scope of Work

Description of Services, Deliverables and Trailer Specifications. The parties agree that Primary Party shall provide the following services with respect to the Trailers. The description shall include configuration, equipment inventory, delivery, installation, maintenance, and performance standards.

Payment Terms

Compensation for services and any lease or rental of Trailers shall be as follows.

All amounts are payable in lawful currency. Unless otherwise stated, invoices are due within thirty (30) days of invoice date. Counterparty shall be responsible for any collection costs, reasonable attorneys' fees, and expenses incurred by Primary Party in enforcing payment.

Term and Termination

Term Commencement:

Term Expiration:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above following written notice. Termination shall not relieve either party of obligations accrued prior to termination, including payment for services performed and indemnities.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other in written, electronic, or oral form relating to business operations, technical specifications, pricing, customer lists, proprietary designs of Trailers, trade secrets, and any other information reasonably understood to be confidential.

Obligations: Receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to third parties except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein, and (c) use Confidential Information solely to perform obligations under this Agreement.

Exceptions: Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the other party's Confidential Information. Disclosure required by law shall be made only after providing prompt notice to the disclosing party and using reasonable efforts to obtain protective treatment.

Representations and Warranties; Indemnity

Each party represents that it has full corporate authority to enter into this Agreement. Primary Party warrants that, to the best of its knowledge, the Trailers supplied will be free from material defects in materials and workmanship for the period specified in the Scope of Work. COUNTERPARTY SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS PRIMARY PARTY FROM AND AGAINST ALL CLAIMS, LIABILITIES, LOSSES AND EXPENSES ARISING FROM COUNTERPARTY'S USE, OPERATION OR MODIFICATION OF THE TRAILERS, EXCEPT TO THE EXTENT CAUSED BY PRIMARY PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Insurance

Counterparty shall maintain commercial general liability insurance and, where applicable, physical damage and motor vehicle insurance covering operation of the Trailers. Evidence of insurance and limits shall be provided to Primary Party upon request and shall name Primary Party as an additional insured with respect to operations under this Agreement.

Governing Law and Dispute Resolution

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.

Dispute Resolution: The parties shall first attempt in good faith to resolve disputes by negotiation. If negotiation fails, the parties agree to submit disputes to binding arbitration administered in the governing state, unless otherwise mutually agreed in writing. Remedies at law are not waived for injunctive relief to protect Confidential Information or intellectual property.

Entire Agreement; Amendments

This Agreement, including all schedules and attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, communications and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices shall be sent to the addresses set out above or to such other address as a party may designate in writing. Notices are effective upon delivery in person, one (1) business day after dispatch by overnight courier, or three (3) business days after deposit in the United States mail, first class, postage prepaid.

Execution

The parties have executed this Agreement through duly authorized representatives as of the dates set forth below.

Sign Now