Professional Shuttle Service Contract

PROFESSIONAL SHUTTLE SERVICE CONTRACT

This Shuttle Service Agreement ("Agreement") is entered into on Effective Date: by and between Service Provider: with principal place of business at , and Client Name: with principal place of business at .

RECITALS

WHEREAS, Provider is engaged in the business of operating shuttle and passenger transport services with properly licensed vehicles, drivers and permits to provide scheduled and on-demand shuttle transit ("Services"); and

WHEREAS, Client desires to retain Provider to furnish shuttle transportation services for Client's employees, participants or customers on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider agrees to provide such Services subject to the rates, schedules and operational terms described herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below: "Services" means scheduled and ad hoc passenger transport provided by Provider; "Passenger" means any person transported by Provider on behalf of Client; "Scheduled Trip" means a route and departure time agreed between the parties; and "Force Majeure" means events beyond reasonable control including acts of God, public health emergencies, labor disputes, civil unrest, governmental orders, or severe weather.

2. SCOPE OF SERVICES

Provider shall furnish all personnel, vehicles, equipment and supervision necessary to perform the Services described in the Service Description below. Provider shall operate in compliance with all applicable federal, state and local laws, rules and licensing requirements for passenger transport.

3. TERM

The term of this Agreement shall commence on and shall continue until , unless earlier terminated in accordance with Section 11.

4. RATES, BILLING AND PAYMENT

Client shall pay Provider for Services at the rates set forth below and on the terms stated. All fees are due pursuant to the billing schedule and are payable in U.S. Dollars.

Provider shall submit invoices to Client on a basis. Payment is due within days of invoice date. Overdue amounts shall accrue interest at or the maximum lawful rate.

5. SCHEDULING, MODIFICATION AND CANCELLATION

Client shall provide scheduling requests in writing or electronic notice with at least notice for scheduled trips. Cancellations within of a scheduled departure are subject to a cancellation fee equal to .

6. PROVIDER OBLIGATIONS

Provider shall: (a) provide drivers who hold valid commercial driver's licenses and are trained consistent with industry standards; (b) maintain vehicles in safe, roadworthy condition; (c) comply with applicable safety, environmental and transportation regulations; and (d) maintain records of trips, passenger manifests and vehicle maintenance as required by law.

7. CLIENT OBLIGATIONS

Client shall: (a) provide accurate passenger counts, pick-up and drop-off points and any special assistance requirements; (b) ensure Passengers comply with Provider's safety rules; (c) cooperate with Provider's reasonable security and operational requirements; and (d) timely pay invoices in accordance with Section 4.

8. INSURANCE AND LIABILITY

Provider shall, at its expense, maintain commercial automobile liability insurance and general liability insurance with limits not less than those stated below, and shall maintain statutory workers' compensation insurance. Provider agrees to provide certificates of insurance upon request.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

9. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Client's direction, negligence, willful misconduct, or breach of this Agreement. Provider shall indemnify Client for claims arising from Provider's negligence or willful misconduct in performance of the Services.

10. CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party non-public information received from the other party in connection with the performance of this Agreement, except as required by law or to its employees, agents and contractors on a need-to-know basis who are bound by confidentiality obligations.

11. TERMINATION

Either party may terminate this Agreement for material breach by the other party 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, subject to payment for Services rendered through the effective date of termination.

12. NOTICES

All notices under this Agreement shall be in writing and delivered by hand, nationally-recognized courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate by notice.

13. AMENDMENTS; WAIVER; COUNTERPARTS

No modification or amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure to exercise any right shall not constitute a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement, together with any exhibits and attachments, constitutes the entire agreement between the parties relating to the subject matter hereof.

15. MISCELLANEOUS

Each party represents and warrants to the other that it has the authority to enter into this Agreement and to perform its obligations hereunder. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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