Miscellaneous ELD Agreement

MISCELLANEOUS ELD AGREEMENT

Parties and Effective Date

This Miscellaneous ELD Agreement (the Agreement) is made effective as of Effective Date: by and between:

Recitals

WHEREAS, the Service Provider provides electronic logging device hardware, software, installation, maintenance and related data services for commercial motor vehicles; and

WHEREAS, the Client requires such devices and services to monitor vehicle operation, maintain required driver records, and to satisfy applicable regulatory and compliance obligations; and

WHEREAS, the parties desire to set forth their mutual rights and obligations regarding equipment, services, data access and payment under the terms and conditions of this Agreement.

Scope of Work

The Service Provider shall furnish and perform the services described below. The description shall include equipment model(s), installation services, configuration, training, ongoing data hosting, and support as agreed.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the equipment and services. Unless otherwise stated, amounts are in U.S. dollars.

Late Payment: Amounts not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Client shall be responsible for reasonable collection costs incurred by Service Provider.

Term and Termination

This Agreement commences on the Term Start Date and, unless earlier terminated in accordance with this Agreement, continues through the Term End Date.

Term Start Date:    Term End Date:

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality; Data Ownership

Confidential Information means non-public business, technical, and operational information disclosed by either party that is marked confidential or that reasonably should be understood to be confidential. Each party shall hold Confidential Information of the other in strict confidence and shall not disclose it except to employees, contractors, or affiliates who need to know and who are bound to confidentiality obligations at least as protective as those herein. Confidentiality obligations shall not apply to information that is publicly available through no breach by the receiving party, independently developed without reference to the Confidential Information, or rightfully received from a third party without confidentiality obligations.

Data Ownership and Use: Collected vehicle and driver data shall be owned by the Client, subject to Service Provider's right to retain copies as necessary to provide services. Service Provider is granted a non-exclusive license to use Client data to provide, improve and support the services. Service Provider shall maintain appropriate administrative, physical and technical safeguards to protect data from unauthorized access and shall retain data only for the period necessary to fulfill contractual obligations or as required by applicable law.

Compliance and Liability

Each party shall perform its obligations in compliance with all applicable regulatory requirements governing electronic logging devices and related records. Service Provider will use commercially reasonable efforts to maintain and update software to meet those regulatory requirements; however, Client is responsible for correct operation of equipment in the field and for ensuring drivers and vehicles comply with all applicable laws and regulations.

Limitation of Liability: Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability for claims arising out of this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Service Provider during the six (6) months preceding the claim.

Indemnification

Each party shall defend, indemnify and hold harmless the other from third-party claims arising from the indemnifying party's negligent acts or omissions, willful misconduct, or material breach of this Agreement, subject to the limitations of liability set forth above.

Governing Law; Entire Agreement

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

Entire Agreement: This Agreement, together with any exhibits or statements of work executed by the parties, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Acknowledgment

By signing below, each party represents and warrants that it has full power and authority to enter into this Agreement, that the individual signing on its behalf is authorized to do so, and that the obligations set forth herein are binding.

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