Fleet Services Agreement

FLEET SERVICES AGREEMENT

This Fleet Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Service Provider Name: ("Provider").

RECITALS

WHEREAS, Client operates or manages a fleet of motor vehicles and desires to retain Provider to perform fleet management and related services for a fleet consisting of approximately vehicles under the terms set forth herein; and

WHEREAS, Provider represents that it has the experience, personnel, facilities and insurance necessary to perform fleet services including maintenance coordination, repair oversight, vehicle sourcing, telematics support and driver support as described below; and

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

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Provider fees in accordance with the rates and schedule described below. The initial Base Payment Amount per billing period is USD, subject to adjustments for additional services, parts and taxes.

Invoicing and Payment: Provider will issue invoices in accordance with the payment schedule. Payments are due within days of invoice receipt. Unpaid amounts shall accrue interest at the rate of or the maximum lawful rate, whichever is less.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Termination: Either party may terminate this Agreement upon written notice delivered to the other party at least days prior to the intended termination date. Either party may terminate immediately for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition and Obligations: "Confidential Information" means all non-public information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential. Each party shall hold Confidential Information in strict confidence and shall not disclose it to third parties except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Each party shall use Confidential Information solely for performance under this Agreement.

Exceptions: Confidential Information does not include information that (a) is or becomes generally known to the public through no act or omission 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. A receiving party may disclose Confidential Information to the extent compelled by law, provided it gives prompt written notice and cooperates to seek protective treatment.

INSURANCE AND INDEMNITY

Insurance: Provider shall maintain commercially reasonable insurance coverage appropriate to the Services provided, including commercial general liability and automobile liability insurance with limits customary for fleet operations. Provider shall provide certificates of insurance upon request.

Indemnity: Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any losses, damages, liabilities, claims or expenses arising out of Provider's negligent acts or omissions in performing the Services, except to the extent caused by Client's negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices shall be in writing and delivered to the billing contact or primary contact listed below.

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