Fleet Services Contract

FLEET SERVICES CONTRACT

This Fleet Services Contract (the "Agreement") is made effective as of by and between , a service provider specializing in fleet management and vehicle services ("Provider"), and , the party procuring fleet services ("Client"). Provider and Client are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Provider operates and maintains expertise in vehicle maintenance, repair, telematics, dispatch, fueling programs, and related fleet support services; and

WHEREAS, Client operates a commercial vehicle fleet and desires to retain Provider to perform the services described herein under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. SCOPE OF WORK

Provider shall furnish fleet services to Client including, but not limited to, scheduled and unscheduled maintenance, roadside assistance, parts procurement, telematics installation and monitoring, fuel management, vehicle inspections, and driver support as requested and accepted by Provider. Specific tasks, performance standards, locations, and deliverables are set forth below and in any attachments incorporated by reference.

2. PAYMENT TERMS

Client shall pay Provider for services performed in accordance with the following terms.

Unpaid amounts shall accrue interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law. Client is responsible for any collection costs, including reasonable attorneys' fees.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either Party may terminate for material breach by the other Party if the breaching Party fails to cure within thirty (30) days after written notice. Either Party may terminate immediately for insolvency, bankruptcy, or conduct that threatens health or safety. Termination shall not relieve Client of obligation to pay for services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

Each Party acknowledges that it may receive Confidential Information from the other Party. "Confidential Information" means nonpublic business, technical, operational, financial, customer, and driver data and other information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each Party shall (i) hold Confidential Information in strict confidence, (ii) not use Confidential Information except to perform obligations under this Agreement, and (iii) not disclose Confidential Information except to employees and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as applicable law requires.

5. INSURANCE AND INDEMNIFICATION

Provider shall maintain commercial general liability, garage liability, automobile liability, and workers' compensation insurance in commercially reasonable limits and shall provide certificates upon request. Provider agrees to indemnify, defend, and hold harmless Client and its officers, directors, and employees from and against third-party claims arising out of Provider's negligent acts or omissions, willful misconduct, or breach of this Agreement, except to the extent such claims arise from Client's negligence or willful misconduct. Client shall similarly indemnify Provider for claims arising from Client's acts or omissions.

6. PERFORMANCE STANDARDS; WARRANTIES

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Provider's sole obligation and Client's exclusive remedy for breach of this warranty shall be re-performance of the deficient services or, if Provider cannot promptly cure, refund of the fees paid for the deficient services. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS PARAGRAPH, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8. 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, governmental acts, strikes, pandemics, or shortages of materials (each a "Force Majeure Event"). The affected Party shall provide prompt written notice to the other Party and shall use commercially reasonable efforts to resume performance.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT

This Agreement, together with any written attachments or statements of work signed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

11. MISCELLANEOUS

a) Assignment: Neither Party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a sale of substantially all assets. b) Notices: Notices shall be in writing and delivered to the addresses set forth below or as otherwise notified in writing. c) Severability: If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect. d) Independence: The Parties are independent contractors and nothing herein creates a partnership, joint venture, or employer-employee relationship.

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