Mobility Services Agreement

MOBILITY SERVICES AGREEMENT

This Mobility Services Agreement (the Agreement) is entered into as of (Effective Date), by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client operates or manages transportation assets, mobility programs, or related services and desires to engage Provider to deliver mobility services as set forth herein; and

WHEREAS, Provider represents that it has the experience, personnel, equipment, and licenses necessary to perform the mobility services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will provide such services to Client.

1. SCOPE OF WORK

1.1 Services. Provider shall perform mobility services (the Services) including, but not limited to, vehicle procurement and configuration, fleet management, routing and scheduling, on-demand mobility operations, software integration, maintenance, driver training, and reporting as described in the scope below. Provider shall perform the Services in a professional and workmanlike manner and in accordance with applicable law.

2. PAYMENT TERMS

2.1 Fees. As consideration for the Services, Client shall pay Provider the fees set forth in this Section. Payments shall be made in United States dollars unless otherwise agreed in writing.

2.2 Late Payment. Any amount 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 applicable law, computed daily from the date due until paid. In addition, Client shall reimburse Provider for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Client shall pay for Services performed and expenses incurred through the effective date of termination.

3.3 Termination for Cause. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice specifying the breach. Termination for cause shall be without prejudice to any other remedies available at law or equity.

4. CONFIDENTIALITY

4.1 Confidential Information. "Confidential Information" means nonpublic information disclosed by one party (Discloser) to the other (Recipient) relating to the Discloser's business, operations, customers, pricing, software, algorithms, technical designs, or other information that is designated confidential or should reasonably be understood to be confidential.

4.2 Obligations. Recipient shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than a reasonable degree of care; (b) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted in writing.

4.3 Exclusions and Duration. Confidential Information does not include information that (i) is or becomes generally known to the public other than by breach of this Agreement; (ii) was lawfully known to Recipient prior to disclosure; (iii) is received from a third party without breach of obligation of confidentiality; or (iv) is independently developed by Recipient. The obligations in this Section shall survive termination of this Agreement for a period of years.

5. INSURANCE, INDEMNITY AND LIABILITY

5.1 Insurance. Provider shall maintain, at its own expense, commercial general liability, automobile liability, workers' compensation, and professional liability insurance sufficient to cover its obligations under this Agreement and customary for the Services provided.

5.2 Indemnity. Provider shall indemnify, defend, and hold harmless Client and its officers, directors, and employees from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of Provider's negligent acts, willful misconduct, or breach of this Agreement, except to the extent caused by Client's negligence or willful misconduct.

5.3 Limitations. Except for payments due or indemnification obligations, neither party shall be liable to the other for consequential, special, incidental, punitive, or exemplary damages, whether in contract, tort, or otherwise, even if advised of the possibility of such damages. The aggregate liability of either party for direct damages arising from or relating to this Agreement shall not exceed the total fees paid or payable by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

6. COMPLIANCE; DATA; INTELLECTUAL PROPERTY

6.1 Compliance. Each party shall comply with all applicable federal, state, and local laws, rules, and regulations in performing its obligations under this Agreement, including without limitation laws applicable to transportation, driver qualifications, safety, and data protection.

6.2 Data and Systems. Provider shall implement reasonable administrative, technical, and physical safeguards to protect data collected or processed in connection with the Services. Ownership of data created by Client or specifically identified as Client Data shall remain with Client. Provider is granted a limited, nonexclusive license to use Client Data solely to perform the Services.

6.3 Intellectual Property. Provider retains all right, title, and interest in and to Provider's preexisting intellectual property and any improvements, methodologies, or software developed outside the scope of this Agreement. Client retains rights to Client-owned intellectual property. Any joint development shall be addressed in a separate written agreement.

7. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree to attempt to resolve disputes through good faith negotiation. If unresolved, disputes shall be resolved by final and binding arbitration in a mutually agreed forum, unless the parties agree in writing to litigation.

8. ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including any exhibits or schedules incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

9.1 Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided that the assignee assumes all obligations.

9.2 Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified by the parties. Notices shall be deemed given upon personal delivery, three (3) days after deposit in certified mail, or one (1) day after deposit with a nationally recognized overnight courier.

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