Fleet Management Schedule

FLEET MANAGEMENT SCHEDULE

This Fleet Management Schedule (this "Schedule") is entered into as of between Client Name: and Service Provider: .

WHEREAS

WHEREAS, Client engages Provider to perform fleet management services with respect to the motor vehicles, equipment and related assets identified in the Schedule of Vehicles below (the "Fleet"); and

WHEREAS, Provider represents that it has the experience, personnel, systems and insurance coverage necessary to provide such services and agrees to perform the services in accordance with the terms and conditions set forth in this Schedule and the Master Services Agreement between the parties executed concurrently (the "Agreement").

WHEREAS, the parties desire to set forth the specific scope of fleet management services, schedules, payment terms and operational procedures applicable to the Fleet.

SCHEDULE OF VEHICLES

The following vehicles are included in the Fleet subject to this Schedule. Additional vehicles may be added or removed only by written amendment signed by both parties.

SCOPE OF WORK

Provider shall perform the fleet management services described in this Schedule and in accordance with the Agreement. Services include, but are not limited to, vehicle acquisition coordination, registration and titling assistance, scheduled preventive maintenance, repairs coordination, fuel management, telematics installation and monitoring, driver assignment and safety compliance, incident response coordination, and monthly reporting.

PAYMENT TERMS

Client shall pay Provider for the Services as set forth below. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

TERM AND TERMINATION

This Schedule commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Schedule or the Agreement.

Either party may terminate this Schedule for convenience upon providing written notice at least days prior to the effective termination date. Termination for cause is permitted where the non‑defaulting party provides written notice and a day opportunity to cure a material breach.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may obtain confidential, proprietary or commercially sensitive information of the other party ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available other than by breach of this Schedule, lawfully obtained from a third party without restriction, or independently developed without reference to the disclosing party's Confidential Information.

The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Schedule; and (c) restrict disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Upon termination or written request, the receiving party shall return or certify destruction of Confidential Information, except to the extent retention is required by law or legitimate business recordkeeping requirements.

INSURANCE; INDEMNITY

Provider shall maintain, at its expense, insurance coverage customary for fleet management operations, including commercial automobile liability and general liability insurance. Provider shall indemnify, defend and hold harmless Client from and against losses arising from Provider's negligence or willful misconduct in performing the Services, subject to any limitations of liability set forth in the Agreement.

GOVERNING LAW

This Schedule and any disputes arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

ENTIRE AGREEMENT

This Schedule, together with the Agreement and any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the Fleet management services described herein and supersedes all prior and contemporaneous agreements, communications and proposals, whether written or oral, relating to the same subject matter. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

OPERATIONAL TERMS

Provider shall maintain records of maintenance, repairs, fuel usage and telematics data and shall provide Client with a consolidated monthly report within 10 calendar days after the end of each month. Client shall provide reasonable cooperation and access to vehicles and records as necessary for Provider to perform the Services.

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