Tire Maintenance Agreement

TIRE MAINTENANCE AGREEMENT

This Tire Maintenance Agreement ("Agreement") is made and entered into as of by and between Service Provider Name: with principal place of business at , and Client Name: with address at .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing tire inspection, maintenance, repair, replacement, and related services and possesses the necessary skill, tools, and licenses to perform such services; and

WHEREAS, Client desires to obtain ongoing tire maintenance and related services for Client's fleet, vehicles, or equipment as described 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 tire maintenance services for Client which may include inspection, rotation, balancing, patch/repair, replacement, tire disposal, pressure checks, valve replacement, and emergency roadside tire assistance as agreed. Specific tasks and frequencies are set forth below or as otherwise agreed in writing.

Tire inspection and condition reporting
Tire rotation according to schedule
Wheel balancing
Patch/repair service for punctures
Tire replacement (labor only or labor + parts as specified)
Tire disposal and environmental handling
Emergency roadside tire assistance

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for services rendered. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Invoices are due within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be responsible for reasonable collection costs and attorney fees.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party if such breach is not cured within 10 days after written notice, or immediately for insolvency, bankruptcy, or unlawful conduct affecting performance.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive confidential or proprietary information of the other party ("Confidential Information"). Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, agents, or contractors who have a need to know and are bound to maintain confidentiality; and (c) use Confidential Information solely for the purposes of performing obligations under this Agreement. Confidential Information does not include information that is or becomes publicly known without breach, was rightfully in the receiving party's possession prior to disclosure, or is independently developed without use of Confidential Information.

WARRANTIES, INSURANCE AND LIMITATION OF LIABILITY

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Service Provider's sole obligation for breach of this warranty shall be, at Service Provider's option, to re-perform the nonconforming services or refund the fees paid for such services. EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY PROVIDED, NEITHER PARTY MAKES ANY OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Service Provider shall maintain commercial general liability insurance and, where applicable, automobile liability insurance covering operations under this Agreement. Certificates or proof of insurance will be provided upon reasonable request.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE CLAIM.

PARTS, MATERIALS, AND SUPPLY

Unless otherwise agreed in writing, Service Provider shall supply labor and may supply parts and materials at additional cost. Client shall notify Service Provider if Client will supply tires or parts; Service Provider shall not be responsible for defects in parts supplied by Client. Replacements of tires shall be billed at the then-current list price plus labor, unless a fixed price is specified in writing.

Parts billed separately to Client
Parts included in contract price
Client supplies parts

COMPLIANCE; RECORDS; ACCESS

Service Provider shall perform services in compliance with applicable laws, regulations, and industry standards. Service Provider shall maintain records of services performed and invoices for a period of not less than two years and shall permit Client reasonable access to such records upon request for audit or verification purposes, subject to confidentiality obligations.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor entity in connection with a sale of substantially all of its assets. Notices shall be given in writing to the addresses set forth above or such other address as either party designates in writing.

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