Power Sports Agreement

Power Sports Agreement

Parties and Contact Information

Recitals

WHEREAS Service Provider is engaged in the sale, repair, maintenance and related services for power sports vehicles and equipment, including but not limited to ATVs, motorcycles, snowmobiles, and personal watercraft; and

WHEREAS Client desires to engage Service Provider to perform the services described in this Agreement for the equipment described below under the terms and conditions set forth herein; and

WHEREAS the parties agree that this Agreement shall become effective as of the Effective Date: and shall govern all work performed under this agreement.

Equipment Information

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The scope may include inspection, diagnosis, parts replacement, mechanical and electrical repairs, testing, and road or water testing where applicable.

Payment Terms

Client shall pay Service Provider the amounts and according to the schedule set forth below. All payments are non-refundable except as expressly provided in this Agreement.

All amounts due that are not paid within thirty (30) days of invoice date shall accrue interest at the rate set forth in the Late Payment Fee above and Service Provider may suspend further work until account is brought current. Client shall also be responsible for reasonable collection costs, including attorney fees.

Term and Termination

This Agreement shall commence on the Term Start Date and continue until the Term End Date, unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the Cure Period after receipt of written notice. Upon termination, Client shall pay Provider for all work performed and costs incurred through the effective date of termination.

Confidentiality

"Confidential Information" means any non-public technical, business or financial information disclosed by one party to the other in connection with this Agreement. Each party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to any third party except as authorized in writing, and (c) use it solely to perform obligations under this Agreement. Confidential obligations do not apply to information that is or becomes publicly available other than by breach of this Agreement, or that is required to be disclosed by law, provided the disclosing party gives prompt written notice and cooperates to limit the disclosure.

Insurance; Indemnification; Warranties

Service Provider warrants that services will be performed in a competent and workmanlike manner for a period of thirty (30) days from completion, unless a longer period is agreed in writing. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS PARAGRAPH, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Service Provider shall maintain at its expense general liability insurance and, where applicable, garage keeper's or repairer’s liability insurance with limits customary for the industry. Client shall maintain property and casualty insurance covering the equipment and shall ensure Service Provider is listed as a party with an insurable interest where required.

Each party shall indemnify, defend and hold harmless the other party and its officers, agents and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES.

Compliance; Safety; Assumption of Risk

Client represents that the equipment is legally owned and that Client will disclose any known damage, prior incidents, or title impairments. Client is responsible for removing or disclosing hazardous materials. Client acknowledges that operation of power sports vehicles involves inherent risks and agrees to assume such risks for any testing or operation performed by Client. Service Provider shall comply with applicable laws and safety standards while performing work.

Force Majeure; Assignment

Neither party shall be liable for delay or failure to perform its obligations due to causes beyond its reasonable control, including acts of God, fires, floods, strikes, pandemics, or governmental actions. This Agreement may not be assigned by either party without the other party's prior written consent, except that Service Provider may assign to an affiliate or successor in interest.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties agree to attempt good faith negotiation to resolve disputes prior to initiating litigation; either party may seek injunctive relief where appropriate.

Entire Agreement; Amendments

This Agreement, including any attachments or written change orders executed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, negotiations and agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and addressed to the parties at the addresses provided above or such other address as either party may specify in writing. Notices shall be deemed given upon personal delivery, confirmed electronic delivery, or three (3) days after deposit in the United States mail, postage prepaid.

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