Legal GPS Tracking Device Agreement

Legal GPS Tracking Device Agreement

This Legal GPS Tracking Device Agreement ("Agreement") is entered into on this day of , , by and between Provider/Owner: , whose address for notices is ; and Client/User: , whose address for notices is .

RECITALS

WHEREAS, Provider owns or controls one or more GPS tracking devices and related equipment and software used to determine and communicate location information (collectively, "Device"); and

WHEREAS, Client desires to obtain the right to operate or have operated a Device on Client's vehicle(s) or property for lawful monitoring, security, or fleet management purposes, subject to the terms and conditions of this Agreement; and

WHEREAS, Provider is willing to provide the Device and related services subject to the representations, warranties and obligations set forth herein.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below: "Device" means the GPS tracking unit described in Section 2; "Services" means the transmission, collection, hosting and reporting of GPS location and related telematics data by Provider; "Confidential Information" means non-public business or personal information disclosed by either party in connection with this Agreement.

2. DEVICE DESCRIPTION; DELIVERY; INSTALLATION

Provider will supply the following Device(s): Model/Make: ; Serial Number: .

Installation shall be performed by Provider or Provider's authorized technician at Client's premises or at a mutually agreed location. Installation date: . Client shall permit reasonable access to vehicles and cooperate with installation and testing.

3. OWNERSHIP; TITLE; LICENSE TO USE

Provider retains all right, title and interest in and to the Device and the Services, including all hardware, firmware, software and data, except for the limited right to use granted to Client under this Agreement. Client's possession of the Device is a license to use only for the Term and for the purposes expressly set forth herein. Client shall not sell, transfer, encumber or create any interest in the Device.

4. DATA COLLECTION; PRIVACY; CONSENT

Client acknowledges and consents that the Device will collect, transmit, and store location, movement, speed, diagnostic and other telematics data (collectively, "Data"). Provider collects and processes Data in order to provide Services. Client represents and warrants that Client will obtain any required consents from vehicle operators or owners prior to Device installation when required by applicable law.

Provider will maintain administrative, physical and technical safeguards reasonably designed to protect Data from unauthorized access. Notwithstanding the foregoing, Provider is not liable for disclosure of Data resulting from Client's actions, operators' actions or third-party breaches not caused by Provider's gross negligence or willful misconduct.

5. PERMITTED USE AND RESTRICTIONS

Client shall use the Device and Services only for lawful purposes, including fleet management, asset protection, permitted surveillance or other legitimate business purposes. Client shall not use the Device to commit or facilitate any unlawful activity, or to monitor any individual in a manner prohibited by law. Client shall not tamper with, alter, reverse engineer or disable the Device.

6. FEES; PAYMENT; SECURITY

Client shall pay Provider the following consideration: Device fee (if any): ; Monthly service fee: . Any security deposit: .

Payments are due within thirty (30) days of invoice. Late payments incur interest at the lesser of 1.5% per month or the maximum permitted by law. Client shall be responsible for taxes, duties and other governmental charges arising from this Agreement, excluding Provider's income taxes.

7. TERM; TERMINATION; RETURN OF DEVICE

The initial term of this Agreement shall be months commencing on the Installation date and shall renew automatically for successive periods of the same duration unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Upon expiration or termination for any reason, Client shall allow Provider to remove the Device or return the Device to Provider, at Provider's election. Client shall be liable for damage to the Device beyond normal wear and tear and for the cost of replacement if Device is not returned.

8. MAINTENANCE; REPAIR

Provider will perform warranty repairs in accordance with Provider's standard policies. Client must promptly notify Provider of any Device malfunction. Provider is not responsible for vehicle electrical system issues or third-party modifications that impair Device operation.

9. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations. Provider warrants that the Device will materially conform to the written specifications at the time of delivery. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, THE DEVICE AND SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. LIMITATION OF LIABILITY; INDEMNIFICATION

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM. Client shall indemnify, defend and hold Provider harmless from and against any claims, losses or liabilities arising from Client's misuse of the Device, Client's failure to obtain required consents, or Client's breach of this Agreement.

11. INSURANCE

Client shall maintain during the Term commercial general liability insurance and property insurance in amounts sufficient to cover potential liabilities arising from Client's use of the Device and shall name Provider as an additional insured where reasonably requested.

12. NOTICES

Provider Notice Address

Client Notice Address

Notices shall be in writing and shall be deemed given when delivered in person, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

13. CONFIDENTIALITY

Each party shall protect Confidential Information of the other party with at least the same degree of care as it protects its own similar information, but in no event less than reasonable care. Confidential Information may be disclosed to employees, contractors or agents who have a need to know, provided they are bound by confidentiality obligations no less protective than those herein.

14. AMENDMENT; WAIVER; ASSIGNMENT; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay in exercising any remedy will operate as a waiver. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of Provider's assets. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. Governing law state:

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements and understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. MISCELLANEOUS PROVISIONS

Remedies provided in this Agreement are cumulative and in addition to any rights available at law or in equity. If either party brings an action to enforce this Agreement, the prevailing party is entitled to recover reasonable attorneys' fees and costs.

Special Instructions or Additional Terms

ACKNOWLEDGMENTS

Client acknowledges that Client has read and understands applicable privacy and consent obligations with respect to the use of tracking devices. Client further represents that Client has the authority to consent to installation on the vehicle(s) or property identified herein.

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