Miscellaneous Audatex Document

MISCELLANEOUS AUDATEX DOCUMENT

Parties

Recitals

WHEREAS, Client requires certain Audatex-related estimating, data preparation, review and deliverable services related to motor vehicle claims and repairs; and

WHEREAS, Service Provider represents that it is experienced and qualified to perform such Audatex services and possesses the license, systems access and personnel necessary to produce estimates and data in accordance with industry and client specifications; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform the specified work and Client will compensate Service Provider.

Audatex Reference

Scope of Work

Service Provider shall provide Audatex-related services which may include, but are not limited to: electronic estimate generation, cost line-item analysis, parts and labor sourcing, review of prior estimates, and deliverables suitable for claims processing. Services to be furnished under this agreement will be detailed as follows:

Deliverables and Standards

Deliverables shall be created using Audatex software parameters or other mutually agreed formats and shall comply with applicable industry standards. Provider warrants that deliverables shall be prepared with reasonable skill and care consistent with prevailing professional standards for similar services.

Payment Terms

Client shall pay Service Provider for services rendered in accordance with the rates and schedule set forth below. Fees are exclusive of any taxes, which Client shall be responsible for, unless exempt by law.

Late payments shall accrue interest and fees as set forth below. Client acknowledges billing will be based on completed deliverables or milestones unless otherwise agreed in writing.

Term and Termination

This Agreement shall commence on the Start Date set forth below and continue until the End Date or until earlier termination as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party as provided below. Termination for cause shall be effective immediately upon written notice if the non‑breaching party reasonably determines a material breach has occurred and such breach remains uncured after the notice period.

Upon termination for any reason, Service Provider shall deliver all completed and partially completed deliverables and shall provide Client with reasonable transition assistance. Client shall pay for services performed through the effective date of termination, plus any reasonable transition costs pre-approved in writing.

Confidentiality

"Confidential Information" means non-public business, technical, claims, customer, pricing, and estimate-related information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) maintain Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors or affiliates who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential obligations shall survive termination of this Agreement for a period of unless a longer period is required by applicable law. Confidential Information does not include information that: (i) is or becomes publicly available without breach; (ii) is lawfully received from a third party without restriction; or (iii) is independently developed without use of the other's Confidential Information.

Insurance and Indemnity

Service Provider shall maintain insurance customary for its industry and sufficient to cover liabilities arising from its performance. Service Provider shall indemnify and hold Client harmless from claims, losses, and liabilities arising from Service Provider's gross negligence or willful misconduct in performing services under this Agreement, subject to any limitations set forth below.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of: , without regard to conflict of laws principles. Venue for any dispute arising under this Agreement shall be the state or federal courts located within the chosen jurisdiction.

Entire Agreement; Amendments

This Agreement, including all exhibits, schedules and attachments expressly incorporated, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written. Any amendment or modification must be in a written instrument signed by authorized representatives of both parties.

Compliance with Laws; Data Security

Each party shall comply with all applicable laws and regulations in performance of this Agreement. Service Provider shall implement and maintain reasonable administrative, technical, and physical safeguards to protect personal data and claims information and shall promptly notify Client of any unauthorized access, use, or disclosure of Client data.

Acknowledgments and Certifications

Service Provider certifies that, to the best of its knowledge, it has the necessary right, license and permission to access and use any Audatex tools, software modules and data involved in the performance of services and that it will not infringe any third-party intellectual property rights in delivering services under this Agreement.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in connection with a merger or sale of substantially all of its assets relating to this Agreement.

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