Motor Vehicle Services Agreement

Motor Vehicle Services Agreement

Client Name:   Client Address:

Service Provider Name:   Provider Address:

Recitals

WHEREAS, Client desires that Service Provider perform maintenance, repair, inspection, and related motor vehicle services on Client vehicles as set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the necessary licenses, trained personnel, tools and insurance to perform such services and agrees to perform services in a professional manner consistent with industry standards; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the performance of motor vehicle services on the terms and conditions of this Agreement.

Scope of Work

Vehicles covered:

Payment Terms

Late fee:   Grace period before late fee accrues: days

Term and Termination

This Agreement commences on: Month Day Year .

This Agreement terminates on: Month Day Year , unless earlier terminated as provided below.

Termination on notice: Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective termination date.

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

Insurance and Compliance

Provider shall maintain, at its sole cost, comprehensive commercial general liability insurance, automobile liability insurance, and workers' compensation insurance as required by applicable law and in amounts sufficient to cover performance of services and indemnity obligations under this Agreement. Minimum automobile liability limits: .

Provider shall perform all services in compliance with all applicable federal, state and local laws, rules and regulations governing vehicle repair, emissions, safety recalls, and disposal of hazardous materials.

Confidentiality

During the term of this Agreement and for a period of two (2) years thereafter, each party (Recipient) shall hold in confidence and shall not disclose to any third party any non-public proprietary or commercial information of the other party (Discloser) that is designated as confidential or that, by its nature, should reasonably be understood to be confidential, including vehicle telematics, service pricing, repair methodologies, and customer lists ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of Recipient; (b) is rightfully received from a third party without restriction; or (c) is independently developed by Recipient without use of Discloser's Confidential Information.

Recipient may disclose Confidential Information when required by law or by court order, provided Recipient gives Discloser prompt written notice and uses reasonable efforts to obtain confidential treatment or a protective order.

Indemnification and Limitation of Liability

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of Provider's negligent acts or omissions in performing the services or from any breach of Provider's representations, warranties or obligations under this Agreement.

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR PROVIDER'S BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any other agreement to which such party is bound.

Entire Agreement

This Agreement, including any attachments or written statements of work signed by the parties, constitutes the entire agreement between Client and Provider with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations and agreements, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by an authorized representative of each party.

Miscellaneous

Notices required under this Agreement shall be in writing and deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by a nationally recognized courier service to the addresses set forth above or to such other address as either party designates in writing.

If any provision of this Agreement is found to be unenforceable, the remainder of the Agreement shall remain enforceable and in effect.

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