Transit System Agreement

TRANSIT SYSTEM AGREEMENT

This Transit System Agreement ("Agreement") is entered into as of by and between Client Name: and Transit Provider Name: .

WHEREAS

WHEREAS, Client is a public or private entity seeking to procure transit planning, implementation, operation, maintenance or related services for a transit system to serve passengers and property along designated routes; and

WHEREAS, Transit Provider possesses the technical expertise, personnel, equipment and necessary licenses to design, implement and operate the transit system described herein; and

WHEREAS, Client and Transit Provider desire to set forth the terms and conditions under which Transit Provider will provide the transit system services described in this Agreement.

SCOPE OF WORK

Transit Provider shall perform the services, deliverables and obligations described below and in any attachments incorporated by reference. Deliverables shall conform to industry standards and applicable law. The essential tasks include, without limitation, system design, vehicle procurement or specification, installation of fixed infrastructure, operations planning, fare collection integration, maintenance, personnel training and reporting.

PAYMENT TERMS

Client shall pay Transit Provider for the services performed under this Agreement in accordance with the amounts, schedule and conditions set forth below. All payments are due in U.S. Dollars unless otherwise agreed in writing.

Transit Provider shall submit itemized invoices in accordance with the payment schedule. Unless otherwise agreed, Client shall pay undisputed invoices within days of receipt. Disputed portions shall be identified in writing and resolved promptly; undisputed portions remain payable.

Any overdue amount shall bear interest at the lesser of eighteen percent (18%) per annum or the maximum rate permitted by applicable law, calculated daily from the due date until paid, or a late fee of .

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, expires on End Date: .

The parties may agree in writing to renew this Agreement. Any renewal shall be in a written addendum signed by both parties specifying any changes to scope, price, or term.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no fewer than days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure a breach within thirty (30) days after written notice specifying the breach; where cure cannot reasonably be effected within thirty (30) days, the non-breaching party may terminate if the breaching party fails to commence and diligently pursue cure.

CONFIDENTIALITY

Each party (Receiving Party) shall maintain in confidence all non-public information disclosed by the other party (Disclosing Party) that is marked confidential or that reasonable notice identifies as confidential ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes publicly known through no act of the Receiving Party; (b) is already in the Receiving Party's lawful possession without restriction; (c) is rightfully received from a third party without breach of obligation; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than a reasonable standard of care. Confidentiality obligations shall survive termination of this Agreement for a period of years except with respect to trade secrets, which shall be protected to the extent required by law.

DATA, OWNERSHIP AND ACCESS

Unless otherwise agreed in writing, all operational data, ridership data, fare collection data and real‑time system telemetry produced by the transit system during performance of this Agreement shall be the property of Client. Transit Provider shall maintain data in accordance with applicable privacy and security laws and shall provide Client with periodic reports and access as specified herein.

INSURANCE, INDEMNITY AND LIABILITY

Transit Provider shall maintain insurance customary for transit operations, including commercial general liability, automobile liability, workers' compensation and professional liability, in amounts sufficient to cover claims arising under this Agreement. Transit Provider shall name Client as additional insured where applicable and provide certificates upon request.

Each party shall indemnify, defend and hold harmless the other party, its officers, directors and employees from and against any third-party claims, liabilities, damages or losses arising from the indemnifying party's negligent acts, willful misconduct or breach of this Agreement, except to the extent caused by the other party's negligence or willful misconduct. Neither party's liability for direct damages shall exceed the greater of the amounts paid or payable under this Agreement in the twelve (12) months preceding the claim; no party shall be liable for incidental, consequential or punitive damages except for claims arising from willful misconduct, gross negligence or indemnity obligations.

PERFORMANCE STANDARDS

Transit Provider shall meet service levels, reliability metrics, minimum on-time performance and safety requirements set forth in the Scope of Work and performance exhibits. Failure to meet agreed performance metrics may result in liquidated damages or service credits as specified in a performance exhibit.

ASSIGNMENT AND SUBCONTRACTING

Transit Provider shall not assign this Agreement or subcontract material portions of the work without Client's prior written consent, which shall not be unreasonably withheld. Transit Provider remains responsible for acts and omissions of its subcontractors.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below by hand, certified mail (return receipt requested) or reputable overnight courier.

GOVERNING LAW; DISPUTE RESOLUTION

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. The parties shall attempt in good faith to resolve disputes amicably. If unresolved, disputes shall be submitted to binding arbitration in the agreed forum unless the parties mutually agree to litigation; injunctive relief may be sought in a court of competent jurisdiction to protect confidential information or intellectual property.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, understandings and representations, whether written or oral. Any amendment must be in writing and executed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture or agency relationship except as expressly provided.

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