Transportation Taxi Ferry Agreement

Transportation Taxi Ferry Agreement

Parties and Contact Information

Recitals

WHEREAS, Operator is duly licensed and qualified to operate water taxi and ferry services and maintains vessels, crew, and related equipment necessary to transport passengers, vehicles, and cargo as described in this Agreement; and

WHEREAS, Client desires to retain Operator to provide scheduled and/or chartered taxi ferry transportation services on the routes and schedule set forth in this Agreement, and Operator agrees to provide such services under the terms and conditions herein; and

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

Scope of Work

Operator shall provide transportation services comprising passenger and, where applicable, vehicle ferry operations, including embarkation and disembarkation procedures, crew services, ticketing or manifest processing, and vessel maintenance as required to perform scheduled trips and charter runs described below. Specific routes, vessel identification, capacity limits, and service hours are to be set forth by Client and confirmed in writing by Operator.

Payment Terms

Client agrees to pay Operator the compensation set forth below in consideration for services rendered under this Agreement. All payments shall be made in lawful currency of the United States unless otherwise agreed in writing.

Late payments shall incur interest at the rate of: per month on any unpaid balance, calculated from the original due date until paid. Client shall also reimburse Operator for reasonable collection costs and attorney fees incurred in collecting overdue amounts.

Invoices shall be delivered to Client at the address provided above unless Client designates an alternate billing address in writing. Payments shall be made to Operator by the following method(s) (check all applicable):

Bank transfer / ACH

Check

Credit card (where available)

Term and Termination

This Agreement shall commence on and shall expire on unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of payment obligations for services performed prior to termination.

Insurance and Compliance

Operator shall maintain and keep in force throughout the Term commercial general liability, marine hull and protection & indemnity insurance, and workers' compensation as required by applicable law and industry standards. Operator shall provide certificates of insurance upon request. Client acknowledges that Operator operates subject to applicable maritime and local regulations, and Client shall comply with all embarkation, safety, and loading requirements.

Confidentiality

"Confidential Information" means non-public business, technical and financial information disclosed by either party to the other in connection with this Agreement, whether written, oral, or electronic. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to its employees, agents or professional advisors who have a need to know and who are bound to confidentiality obligations at least as protective as those herein; and (c) not use Confidential Information except to perform obligations under this Agreement. Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, agents and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's negligence, willful misconduct, or breach of this Agreement. This indemnity obligation shall survive termination of the Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Venue for any dispute arising under this Agreement shall lie exclusively with the state or federal courts located in the county designated by the parties in writing.

Entire Agreement

This Agreement, including any attachments, schedules or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except that Operator may assign this Agreement to an affiliate or to a successor in interest in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that their respective signatures below are evidence of their authority to bind their organizations to the terms of this Agreement.

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