LPR Auto Agreement

LPR AUTO AGREEMENT

This LPR Auto Agreement ("Agreement") is made and entered into as of by and between Client Name: , a Individual Corporation/Entity, with principal address: ; and Provider Name: , a Individual Corporation/Entity, with principal address: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Provider develops, supplies, installs and maintains License Plate Recognition ("LPR") hardware and software for automotive or fleet-mounted applications and related telematics services (the "Services");

WHEREAS, Client operates or manages one or more vehicles and desires to procure from Provider the installation and operation of LPR equipment on the vehicles identified in Schedule A to collect, process and transmit vehicle plate and related data in accordance with the terms of this Agreement;

WHEREAS, the Parties intend by this Agreement to set forth their respective rights and obligations with respect to the installation, operation, ownership of data, fees, confidentiality, compliance and risk allocation.

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

1. DEFINITIONS

1.1 "LPR Data" means image captures, recognized license plate alphanumeric results, timestamp, geolocation, and any metadata generated or derived by the LPR Equipment or Services in connection with the Client's vehicles.

1.2 "Equipment" means the physical cameras, mounts, sensors, wiring, and any on-vehicle computing devices installed by Provider pursuant to this Agreement.

2. SCOPE OF SERVICES

2.1 Installation. Provider shall install the Equipment on the vehicles listed in Schedule A in a professional manner in accordance with manufacturer specifications and applicable safety standards. Provider shall coordinate installation times with Client and shall use qualified technicians.

2.2 Operation and Maintenance. Provider shall provide operation, remote monitoring and routine maintenance of the Equipment during the Term. Provider will use commercially reasonable efforts to respond to service calls within the response time set forth in Schedule B.

3. DATA OWNERSHIP, USE AND PRIVACY

3.1 Ownership. LPR Data collected by the Equipment on Client's vehicles shall be the property of Client; provided, however, that Provider retains ownership of raw logs, system metadata and software improvements created independently of Client's LPR Data. Provider grants Client a perpetual, non-exclusive license to access and use the LPR Data for Client's internal business purposes during the Term and subject to the restrictions in this Agreement.

3.2 Use Restrictions. Neither Party shall disclose LPR Data to third parties except as expressly permitted by this Agreement, by law, or with written consent of the other Party. Provider may use anonymized, aggregated data for product improvement provided it cannot be reverse-engineered to identify individual vehicles or persons.

3.3 Retention. Provider shall retain LPR Data on behalf of Client for a period of days unless a longer retention period is expressly set forth in Schedule B or required by law. After expiration of the retention period Provider will delete the LPR Data in a manner consistent with industry practice.

4. FEES AND PAYMENT

4.1 Payment Terms. Client shall pay all invoices within thirty (30) days of invoice date. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. All fees are exclusive of taxes; Client shall pay applicable taxes excluding taxes based on Provider's net income.

5. TERM AND TERMINATION

5.1 Term. The initial term shall commence on the Effective Date and continue for a period of months (the "Term"), unless earlier terminated as provided herein.

5.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for thirty (30) days after written notice specifying the breach.

5.3 Effect of Termination. Upon termination, Client shall pay all accrued and unpaid fees. Provider may remove Equipment after providing reasonable notice; removal costs shall be borne as set forth in Schedule B. Sections relating to confidentiality, data ownership, indemnity, limitation of liability, and payment shall survive termination.

6. CONFIDENTIALITY

6.1 Confidential Information. "Confidential Information" means non-public business information disclosed by one Party to the other, including LPR Data, technical specifications, software, pricing and business terms. Each receiving Party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information, but at least reasonable care.

6.2 Permitted Disclosures. Confidential Information may be disclosed to a Party's employees, contractors and affiliates on a need-to-know basis provided such persons are bound by confidentiality obligations at least as protective as those in this Agreement or as compelled by law with prior notice to the disclosing Party where permissible.

7. WARRANTIES; DISCLAIMERS

7.1 Limited Warranty. Provider warrants that the Equipment will be free from material defects in materials and workmanship for a period of ninety (90) days from installation. Provider warrants that it will perform Services in a professional and workmanlike manner in accordance with industry standards.

7.2 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Provider Indemnity. Provider shall defend, indemnify and hold harmless Client from and against third-party claims arising from Provider's gross negligence or willful misconduct in the installation or maintenance of the Equipment or from actual infringement of third-party intellectual property solely by Provider's unmodified software.

8.2 Client Indemnity. Client shall defend, indemnify and hold harmless Provider from and against claims arising from Client's misuse of LPR Data, unauthorized disclosures, or Client's modification of Equipment.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INSURANCE

Each Party shall maintain at its expense commercial general liability and automobile liability insurance in amounts customary for its business and sufficient to cover its obligations under this Agreement. Upon reasonable request a Party shall provide certificates of insurance to the other Party.

11. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable laws, rules and regulations governing the installation, operation and use of the Equipment and LPR Data, including data protection and privacy laws. Client is responsible for obtaining any authorizations required for mounting Equipment to Client-owned vehicles.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier to the addresses provided above or such other address as a Party may designate by notice.

13. AMENDMENT; WAIVER

Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both Parties. No waiver of any breach shall be effective unless in writing signed by the waiving Party, and no waiver shall constitute a waiver of any other breach.

14. GOVERNING LAW; VENUE

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, including all Schedules and any purchase orders expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

SCHEDULE A — VEHICLES AND EQUIPMENT

SCHEDULE B — SERVICE LEVELS

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