Fleet Management Services Agreement

FLEET MANAGEMENT SERVICES AGREEMENT

This Fleet Management Services Agreement ("Agreement") is made and entered into as of Effective Date: , by and between Client Name: , with principal place of business at ("Client"), and Service Provider Name: , with principal place of business at ("Provider"). Client and Provider may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client owns, leases or operates a fleet of vehicles and desires to engage Provider to perform fleet management services as described herein; and

WHEREAS, Provider represents that it has the personnel, systems, telematics capability and expertise to perform comprehensive fleet management services, including vehicle maintenance coordination, telematics management, fuel program administration and reporting; and

WHEREAS, the Parties desire to set forth their rights and obligations with respect to the provision of those services on the terms and conditions of this Agreement.

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

1. DEFINITIONS

1.1 "Fleet Vehicles" means the vehicles enrolled by Client for services under this Agreement, as described in the Fleet Inventory:

1.2 "Services" means the fleet management services to be provided by Provider as set forth in Section 2 and any schedules, including telematics installation and management, preventative maintenance coordination, repair management, fuel program administration, driver training support, vehicle acquisition and disposal assistance, and reporting.

1.3 "Confidential Information" means all non-public information disclosed by one Party to the other in connection with this Agreement, whether oral or written, including telematics data, maintenance records, driver information and pricing, except information that is publicly known or independently developed without use of the other Party's Confidential Information.

2. SCOPE OF SERVICES

2.1 Services. Provider shall perform the Services described in this Section and any Attachments. Provider shall: (a) enroll and manage Fleet Vehicles within Provider's systems; (b) manage telematics hardware and data collection; (c) coordinate scheduled and unscheduled maintenance and repairs; (d) administer fuel card and fuel reconciliation services; (e) provide monthly and ad hoc operational and financial reporting; and (f) assist with procurement and disposition of vehicles as requested by Client.

2.2 Implementation. Provider will use commercially reasonable efforts to complete implementation and enrollment of Fleet Vehicles within Implementation Period (days): . Implementation milestones, deliverables and responsibilities shall be set forth in an Implementation Plan to be mutually agreed in writing.

2.3 Service Changes. Changes to the scope of Services shall be governed by a written change order signed by authorized representatives of both Parties and shall include any adjustments to Fees and the schedule.

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for Initial Term (months): , unless earlier terminated in accordance with this Agreement. Thereafter this Agreement shall automatically renew for successive Renewal Term (months): , unless either Party provides written notice of non-renewal at least Renewal Notice Period (days): prior to the end of the then-current term.

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within Cure Period (days): after receipt of written notice specifying the breach.

3.3 Termination for Convenience. Either Party may terminate this Agreement for convenience upon providing Termination for Convenience Notice (days): written notice to the other Party, subject to any applicable termination fees set forth in Section 4.

4. FEES, BILLING AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in the Fee Schedule. The Parties agree that fees may include a Monthly Management Fee per Fleet: , a Per-Vehicle Fee: , and pass-through costs for parts, repairs and third-party services.

4.2 Billing and Payment Terms. Provider will invoice Client monthly in arrears. Invoices are due and payable within Payment Terms (days): of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4.3 Disputed Charges. Client must notify Provider in writing of any disputed charges within Dispute Notice Period (days): . The Parties will use good faith efforts to resolve any dispute promptly; undisputed amounts remain payable.

5. PERFORMANCE STANDARDS AND SERVICE LEVELS

5.1 Service Levels. Provider shall use commercially reasonable efforts to meet the following service levels: telematics uptime of 99% monthly, maintenance scheduling within Scheduling Window (hours): , and emergency roadside response within Emergency Response Time (hours): .

5.2 Service Credits. If Provider fails to meet agreed service levels, Client shall be entitled to service credits as described in the Service Credit Schedule, which shall be Provider's sole financial obligation for service level failures.

6. CONFIDENTIALITY

6.1 Protection. Each Party shall protect the other Party's Confidential Information with the same standard of care it uses to protect its own confidential information, but no less than a reasonable standard of care. Confidential Information shall not be used except to perform obligations under this Agreement.

6.2 Exceptions. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving Party, or that is rightfully obtained from a third party without breach of confidentiality, or independently developed by the receiving Party without reference to the disclosing Party's Confidential Information.

7. DATA OWNERSHIP AND SECURITY

7.1 Ownership. Client retains sole ownership of telematics and operational data generated from Fleet Vehicles ("Client Data"). Provider is granted a limited, non-exclusive license to process Client Data solely to perform the Services.

7.2 Security. Provider shall maintain administrative, physical and technical safeguards reasonably designed to protect Client Data against unauthorized access, use, or disclosure. Provider shall promptly notify Client upon becoming aware of any security breach affecting Client Data.

8. INSURANCE AND INDEMNITY

8.1 Insurance. Provider shall maintain insurance in types and amounts customary for fleet management providers, including Commercial General Liability with minimum aggregate limit of , Automobile Liability with minimum limit per occurrence of , and Workers' Compensation as required by law. Provider shall provide certificates of insurance upon request.

8.2 Indemnification. Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising from Provider's breach of this Agreement, negligence or willful misconduct in the performance of the Services. Client shall indemnify Provider for claims arising from Client's negligence or breach of this Agreement.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR LOSS OF USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. COMPLIANCE WITH LAWS; SAFETY

10.1 Compliance. Each Party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement, including vehicle safety, licensing and environmental requirements.

10.2 Driver Safety. Provider shall, to the extent agreed in writing, assist Client with driver qualification and safety programs; Provider is not responsible for Client's direct supervision of drivers unless expressly stated in an Attachment.

11. SUBCONTRACTORS

Provider may engage subcontractors to perform portions of the Services, provided that Provider remains responsible for the subcontractors' performance and compliance with this Agreement. Provider shall cause subcontractors to be bound by confidentiality and data protection obligations no less protective than those in this Agreement.

12. RECORDS, REPORTING AND AUDIT

12.1 Records. Provider shall maintain adequate records relating to the performance of Services and billing for a period of at least Records Retention Period (months): .

12.2 Audit Rights. Client may, upon reasonable prior written notice and during normal business hours, audit Provider's records solely to verify fees and compliance with material obligations under this Agreement. Any audit shall be conducted no more than once per Contract Year unless material discrepancies are found.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate by written notice). Notices shall be deemed given upon personal delivery, one business day after delivery to a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

14. AMENDMENT; WAIVER; COUNTERPARTS

14.1 Amendment. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

14.2 Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be deemed original signatures.

15. GOVERNING LAW; VENUE; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Governing State: , without regard to its conflicts of law principles.

15.2 Venue. The Parties agree that the federal and state courts located in Venue City/County: shall have exclusive jurisdiction over any dispute arising out of this Agreement.

15.3 Entire Agreement. This Agreement, including any Attachments and Schedules executed by the Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

15.4 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the Parties' intent.

16. MISCELLANEOUS

16.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or successor in connection with a merger, sale of substantially all assets, or change of control provided that the assignee assumes all obligations hereunder.

16.2 Relationship of Parties. The Parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, agency, or employment relationship between the Parties.

16.3 Force Majeure. Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, labor disputes, governmental action, or widespread system outages, provided that the affected Party uses commercially reasonable efforts to resume performance.

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