Motorcycle Business Document

MOTORCYCLE BUSINESS AGREEMENT

This Motorcycle Business Agreement (the "Agreement") is entered into as of by and between:

Parties

Service Provider Name: , a business organized as , with principal place of business at .

Client Name: , located at .

Recitals

WHEREAS, Service Provider operates a motorcycle repair, maintenance, customization and/or sales business offering mechanical services, parts procurement and installation; and

WHEREAS, Client desires to engage Service Provider to perform certain motorcycle-related services described herein, and Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

Scope of Work

Service Provider shall perform the work described below for the motorcycles and related equipment owned by Client. The Scope of Work must include identification of the motorcycle by make, model, VIN, and a detailed description of services to be performed, parts to be installed, and any labor rates or hourly estimates.

Payment Terms

Total Contract Amount:

Payment Schedule:

Invoices not paid within days of invoice date shall incur interest at a rate of and a one-time administrative late fee of . Client shall also be responsible for collection costs, including reasonable attorney fees.

All payments shall be made in United States dollars and are exclusive of applicable sales, use, excise or similar taxes, which Client shall pay in addition to amounts due hereunder unless a valid exemption is provided.

Parts, Materials, and Warranties

Provider will procure parts as agreed. Parts may be new or re-manufactured as specified in the Scope of Work. Client expressly agrees that Provider is not liable for defects in third-party parts beyond any warranty provided by the part manufacturer, except where Provider has provided a separate written warranty.

Term and Termination

Term Start Date: . Term End Date: .

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party. Upon termination, Client shall pay Provider for all work performed and parts ordered and reasonable wind-down costs.

Confidentiality

Each party acknowledges that it may receive Confidential Information from the other. "Confidential Information" means non-public business or technical information disclosed in oral, written or electronic form. Receiving party shall (i) hold Confidential Information in confidence and exercise at least the same degree of care it uses with its own confidential information (no less than reasonable care), (ii) use Confidential Information only for performance under this Agreement, and (iii) not disclose Confidential Information to third parties except to its employees, agents or subcontractors who need to know and who are bound by confidentiality obligations. Confidential Information does not include information that is or becomes publicly known through no wrongful act of the receiving party, or is independently developed without use of the disclosing party's Confidential Information, or is rightfully received from a third party without restriction.

Indemnification and Insurance

Each party shall indemnify, defend and hold harmless the other party from and against claims arising out of its gross negligence or willful misconduct. Provider shall maintain general liability insurance and, where applicable, mechanic's garage liability and garage-keeper's legal liability coverage in commercially reasonable amounts; proof of insurance shall be provided upon request.

Governing Law

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

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to a successor in connection with a sale of its business.

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