Professional Fueling Services Agreement

PROFESSIONAL FUELING SERVICES AGREEMENT

This Professional Fueling Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , Client Address: and Contractor Name: , Contractor Address: . Each of Client and Contractor is referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Contractor is engaged in the business of providing fueling services, including on-site fueling, bulk delivery, and related maintenance and testing (the "Services"); and

WHEREAS, Client operates vehicles and/or equipment at the following primary Service Location: and desires to engage Contractor to perform the Services under the terms set forth herein; and

WHEREAS, Contractor represents that it has all necessary licenses, equipment, trained personnel, and environmental controls to provide fueling services in compliance with applicable law and industry standards.

NOW, THEREFORE

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 "Fuel" means the specific petroleum product(s) to be delivered or dispensed under this Agreement, as identified in the Service Order or invoice, including but not limited to diesel, unleaded gasoline, and biodiesel blends. Fuel Specifications:

1.2 "Service Order" means any written or electronic order issued by Client requesting Services from Contractor that references this Agreement.

2. SCOPE OF SERVICES

2.1 Contractor shall provide fueling Services at the Service Location(s) and in accordance with Service Orders issued by Client. Services shall include delivery and dispensing of Fuel, safe transfer procedures, spill prevention, meter calibration verification, and provision of written delivery tickets or electronic records evidencing quantity and time of delivery.

2.2 Contractor shall perform Services in a professional manner consistent with industry standards, applicable laws and regulations, and Contractor's safety and environmental procedures. Contractor shall maintain records of each delivery and provide copies to Client upon request.

3. TERM

3.1 This Agreement shall commence on the Effective Date set forth above and shall continue for an initial term of Term Length: (the "Initial Term") unless earlier terminated as provided herein. Thereafter this Agreement shall automatically renew for successive periods of Renewal Term: unless either Party provides written notice of non-renewal at least Notice Period for Non-Renewal: days prior to the expiration of the then-current term.

4. COMPENSATION AND PAYMENT

4.1 Client shall pay Contractor at the unit price of Price Per Gallon: per gallon plus applicable taxes, fees, and surcharges as described in invoices.

4.2 Invoices shall be issued by Contractor within Invoice Frequency: of delivery and shall include delivery tickets and any required supporting documentation. Payment is due within Payment Terms (days): days of invoice receipt. Late payments shall accrue interest at Interest Rate (annual %): % per month or the maximum permitted by law, whichever is less.

5. FUEL SPECIFICATIONS AND TITLE

5.1 Contractor warrants that Fuel delivered shall conform to the Fuel Specifications field above and applicable ASTM or other industry standards at time of delivery. Client shall inspect Fuel at delivery and shall notify Contractor in writing within Inspection Notice Period (days): days of any claimed nonconformity.

5.2 Title to and risk of loss for Fuel passes to Client upon meter delivery or as otherwise specified in the applicable Service Order or delivery ticket.

6. SAFETY, COMPLIANCE AND ENVIRONMENTAL RESPONSIBILITIES

6.1 Contractor shall comply with all applicable federal, state and local environmental, safety, and transportation laws, including fueling best practices, spill prevention and control, and hazardous materials handling. Contractor shall provide trained personnel and appropriate spill response equipment at all times while performing Services.

6.2 Client shall provide Contractor with safe and lawful access to Service Locations and shall notify Contractor of any known site hazards. Client shall comply with reasonable on-site rules provided by Contractor to protect health and safety.

7. INSURANCE

7.1 Contractor shall, at its sole cost and expense, maintain and furnish certificates evidencing commercial general liability insurance with minimum limits of General Liability (per occurrence): and automobile liability insurance covering all owned, non-owned and hired vehicles with limits of Automobile Liability: . Contractor shall maintain workers' compensation as required by law and pollution liability as applicable.

8. INDEMNIFICATION

8.1 Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Contractor's negligence, willful misconduct, or breach of this Agreement, including environmental releases caused by Contractor during performance of the Services.

8.2 Client shall indemnify, defend and hold harmless Contractor for claims arising out of Client's negligence, misuse of Fuel, or failure to notify Contractor of site hazards or specific regulatory constraints.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR CONTRACTOR'S FAILURE TO DEFEND OR INDEMNIFY UNDER SECTION 8, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, LOSS OF PROFITS, LOSS OF USE OR INTERRUPTION OF BUSINESS, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.

9.2 THE AGGREGATE LIABILITY OF CONTRACTOR FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THE APPLICABLE SERVICE ORDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

10. CONFIDENTIALITY

10.1 Each Party shall treat as confidential and shall not disclose to third parties any information identified as confidential by the other Party or that reasonably should be understood to be confidential given its nature, except as required by law. Confidential information does not include information that is or becomes publicly available other than through breach of this Agreement.

11. TERMINATION

11.1 Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within Cure Period (days): days after receipt of written notice specifying the nature of the breach.

11.2 Either Party may terminate this Agreement without cause upon Termination Without Cause Notice (days): days' prior written notice to the other Party. Upon termination, Client shall pay Contractor for Services performed through the effective date of termination and any reasonable wind-down costs incurred by Contractor.

12. ASSIGNMENT

12.1 Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization to an affiliate that assumes obligations hereunder.

13. NOTICES

13.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other addresses as the Parties may designate in writing, and shall be deemed given upon personal delivery, one business day after deposit with a nationally recognized overnight carrier, or three business days after deposit in the United States mail, certified or registered, postage prepaid.

14. AMENDMENT; WAIVER

14.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any provision of this Agreement shall be effective unless in writing signed by the Party waiving compliance, and no waiver shall constitute a waiver of any other provision or subsequent breach.

15. GOVERNING LAW; JURISDICTION

15.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the county where the Service Location is located for resolution of disputes arising under this Agreement.

16. ENTIRE AGREEMENT; SEVERABILITY

16.1 This Agreement, together with any Service Orders and attachments expressly incorporated herein, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

16.2 If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced with a valid provision that most closely reflects the Parties' intent.

17. COUNTERPARTS

17.1 This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile, electronic image, or other electronic signatures shall be accepted as original signatures for all purposes.

ADDITIONAL PROVISIONS / SPECIAL INSTRUCTIONS

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