Transportation Functionality Template

TRANSPORTATION FUNCTIONALITY TEMPLATE

This Transportation Functionality Template (the "Agreement") is entered into as of by and between (the "Client") and (the "Service Provider").

WHEREAS

WHEREAS, the Client requires transportation system functionality, integration and support services including but not limited to route planning, vehicle tracking interfaces, data ingestion, and operational reporting (the "Services"); and

WHEREAS, the Service Provider represents that it possesses expertise, personnel, software and equipment necessary to design, implement, and support the required transportation functionality in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, schedule, confidentiality and other terms for delivery, acceptance and maintenance of the Services.

SCOPE OF WORK

PROJECT TIMELINE AND ACCEPTANCE

Project Name:

Target Completion Date:   Acceptance Period: days after delivery for functional acceptance testing.

Acceptance Criteria: The Deliverables shall demonstrate operation in accordance with the Scope of Work and any mutually agreed test scripts. The Client may reject nonconforming deliverables by providing a written notice specifying deficiencies and allow the Service Provider a reasonable cure period.

PAYMENT TERMS

Late Payment Fee: Unpaid amounts shall accrue interest at from the due date until paid. The Client shall reimburse the Service Provider for reasonable collection costs incurred in enforcing payment.

TERM AND TERMINATION

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Upon termination, the Service Provider shall deliver all completed and in-progress work to the Client and shall be entitled to payment for all Services performed through the effective termination date, subject to set-offs for damages caused by the Service Provider's breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical, financial or operational information disclosed by either party to the other, whether in oral, written, electronic or other form, and marked or otherwise identified as confidential or which by its nature should reasonably be considered confidential.

Obligations: Each party shall (a) hold Confidential Information in strict confidence using reasonable care, (b) not disclose Confidential Information to third parties except as expressly permitted herein, and (c) use Confidential Information solely to perform its obligations under this Agreement. The receiving party may disclose Confidential Information to its employees, subcontractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Exceptions & Duration: Confidential Information does not include information that (i) is or becomes public through no fault of the receiving party, (ii) was in the receiving party's possession prior to disclosure, (iii) is rightfully received from a third party without a duty of confidentiality, or (iv) is independently developed. Confidential obligations survive for following termination of this Agreement.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability: IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID TO THE SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

NOTICES

Additional Contact for Notices:
Client Contact:   Phone:

Service Provider Contact:   Phone:

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles. The parties agree to attempt in good faith to resolve disputes promptly by negotiation between executive representatives. If unresolved, disputes shall be resolved by binding arbitration in the chosen jurisdiction unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Independent Contractor: The Service Provider is an independent contractor and neither party shall be considered an employee, agent, or partner of the other. Neither party shall have authority to bind the other except as expressly provided in this Agreement.

Subcontracting: The Service Provider may engage subcontractors to perform parts of the Services provided that the Service Provider remains responsible for their acts and omissions and ensures they are bound by confidentiality and performance obligations consistent with this Agreement.

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