Vehicle History SCHARF CARFAX

Vehicle History SCHARF CARFAX

Parties

Provider Name:

Client Name:

WHEREAS

WHEREAS, Provider is engaged in the business of compiling, verifying and delivering motor vehicle history information derived from public records, proprietary records, and commercially available databases; and

WHEREAS, Client desires to obtain from Provider a vehicle history report for the vehicle identified below and Provider agrees to provide such report subject to the terms and conditions of this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the scope of services, payment terms, confidentiality obligations and other legal provisions governing the provision of the vehicle history report.

Vehicle Identification

Scope of Work

Provider will compile a Vehicle History Report for the vehicle identified above. The report will include a reasonable commercial search for the specific items selected below and a narrative summary of findings. The report does not create a guarantee of future condition and is limited to information reasonably available at the time of report preparation.

Title history and branding (salvage, rebuilt, flood)

Accident and damage history (recorded collisions)

Odometer and mileage discrepancy checks

Recorded ownership and registration history

Reported safety recalls

Payment Terms

Client shall pay Provider the fees described below in consideration for the services. Fees are non-refundable except as expressly set forth in this Agreement.

Unpaid amounts shall incur interest at or a flat fee of , whichever is greater, from the date due until paid.

Delivery and Acceptance

Provider will deliver the Vehicle History Report to Client within business days after receipt of required information and payment. Client shall have days to notify Provider in writing of any material discrepancies. Failure to timely notify constitutes acceptance.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Termination for material breach is effective immediately if the breaching party fails to cure within 10 days of written notice of breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other relating to customers, business operations, report contents or methodologies. The receiving party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement, and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is publicly known through no fault of the receiving party or that is required to be disclosed by law, provided the disclosing party is given prompt notice and an opportunity to contest the disclosure.

Representations and Warranties; Disclaimer

Each party represents that it has authority to enter into this Agreement. Provider represents that it will perform services in a commercially reasonable manner. Provider DOES NOT WARRANT that the report is complete, that all records were available, or that future events affecting the vehicle will not occur. CLIENT ACKNOWLEDGES THAT THE REPORT IS BASED ON DATA FROM THIRD-PARTY RECORDS AND THAT PROVIDER HAS NO RESPONSIBILITY FOR THE ACCURACY OR AVAILABILITY OF SUCH THIRD-PARTY DATA BEYOND THE STANDARD DUE DILIGENCE PRACTICES DESCRIBED HEREIN.

Indemnification and Limitation of Liability

Client shall indemnify and hold harmless Provider and its affiliates from and against any third-party claims arising from Client's breach of this Agreement, misuse of the report, or inaccurate information provided by Client. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED , EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

Governing Law

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

Entire Agreement

This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by both parties.

Acknowledgement

By signing below, Client acknowledges that Client has provided accurate vehicle ownership information to Provider, has the authority to request the report, and understands the limitations and uses of the Vehicle History Report. Provider acknowledges that it will use reasonable commercial efforts to produce the report in accordance with the Scope of Work and Payment Terms set forth above.

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