Miscellaneous Vehicle Document

MISCELLANEOUS VEHICLE SERVICES AGREEMENT

This Miscellaneous Vehicle Services Agreement ("Agreement") is entered into by and between:

RECITALS

WHEREAS, Owner is the registered or lawful possessor of the motor vehicle described below and desires that certain services be performed in relation to that vehicle; and

WHEREAS, Service Provider represents that it is duly qualified and equipped to perform the services set forth in this Agreement and is willing to perform such services for Owner under the terms and conditions contained herein.

WHEREAS, the parties desire to set forth the scope, compensation, term and other obligations in writing.

VEHICLE DESCRIPTION

Year:    Make / Model:    VIN:

License Plate:    Odometer Reading:    Storage Location:

SCOPE OF WORK

Service Provider shall perform the services described below in a professional manner and consistent with industry standards. Services shall include, without limitation, repair, maintenance, inspection, parts replacement, storage and other tasks as agreed.

PAYMENT TERMS

Owner shall pay Service Provider the amounts described below in accordance with the schedule and conditions set forth. All payments are due in U.S. dollars unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the Completion Date unless earlier terminated as provided herein.

Start Date:     Completion / End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above. Upon termination, Owner shall pay for all services performed and parts supplied through the effective date of termination and any reasonable wind-down costs.

CONFIDENTIALITY

Each party acknowledges that during performance of this Agreement it may receive confidential information of the other party. Confidential information shall not include information that is publicly known through no breach by the receiving party, independently developed without use of the confidential information, or rightfully received from a third party without restriction. The receiving party shall hold confidential information in strict confidence and shall not disclose it except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

INSURANCE, WARRANTIES, AND INDEMNITY

Service Provider shall maintain, at its own expense, liability and workers' compensation insurance in commercially reasonable amounts and shall provide proof of insurance upon request. Service Provider warrants that services will be performed in a professional and workmanlike manner for a period of 30 days from completion unless otherwise stated in writing. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS PARAGRAPH, ALL SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Each party shall indemnify and hold harmless the other party from claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising from the indemnifying party's negligence, willful misconduct, or breach of this Agreement, provided that the indemnified party gives prompt notice and cooperates in the defense.

LIENS AND STORAGE

Service Provider may place and enforce a possessory lien against the vehicle for unpaid charges for services and storage to the extent permitted by applicable law. If the vehicle remains unclaimed following termination or nonpayment, Service Provider may impose storage charges and pursue lawful disposal procedures after providing any required notice.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws rules. Venue for any action arising under this Agreement shall lie in the state or federal courts located in that state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments or written change orders executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral. This Agreement may be modified only by a written instrument signed by both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign receivables to a financing institution. Notices shall be given in writing to the addresses set forth above.

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