Vehicle Maintenance Truck Bases

VEHICLE MAINTENANCE TRUCK BASES AGREEMENT

This Vehicle Maintenance Truck Bases Agreement (the "Agreement") is made and entered into as of by and between Client Name: ("Client") and Service Provider Name: ("Provider").

WHEREAS

WHEREAS, Client operates a fleet of vehicles and requires dedicated truck base locations and associated maintenance services to perform routine and corrective maintenance, inspections, and staging (the "Fleet Services"); and

WHEREAS, Provider maintains facilities, personnel, equipment, and qualified technicians to establish and operate truck bases for the performance of Fleet Services and to ensure safe, compliant, and timely maintenance of Client vehicles; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will establish, operate, and maintain one or more truck bases used to service Client's fleet.

TRUCK BASES

Provider will maintain and operate the listed truck bases as locations where vehicles will be stored, inspected, and repaired in accordance with applicable laws and industry standards. Provider shall keep a current roster of technicians assigned to each base and provide Client with written notice of any permanent relocation of a base at least days prior to relocation.

SCOPE OF WORK

Provider shall perform routine maintenance, scheduled inspections, emergency repairs, parts replacement, and vehicle staging at the truck bases specified above. All services shall be performed by qualified personnel, in a workmanlike manner, and in compliance with manufacturer recommendations and applicable regulatory requirements.

PAYMENT TERMS

Client shall pay Provider in accordance with the Payment Schedule. All invoiced amounts are due within the payment term stated above unless otherwise agreed in writing. Provider shall submit detailed invoices that identify labor hours, parts, materials, and applicable taxes.

Any past due amount shall accrue interest at the rate of from the due date until paid. In addition, Client shall reimburse Provider for reasonable collection costs, including attorneys' fees, incurred to collect overdue amounts.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that in the performance of this Agreement it may receive confidential or proprietary information of the other party ("Confidential Information"). Confidential Information includes, but is not limited to, operational procedures, pricing, vehicle lists, maintenance records, and technical data. The receiving party shall: (a) use Confidential Information solely for the purposes of performing under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information shall not include information that is or becomes publicly available without breach, is known to the receiving party prior to disclosure, or is required to be disclosed by law or court order (in which case the receiving party shall provide prompt written notice to allow the disclosing party to seek protective relief).

INSURANCE AND COMPLIANCE

Provider shall maintain insurance coverage customary for the industry, including commercial general liability, automobile liability, and workers' compensation in amounts sufficient to cover liabilities arising from the operation of truck bases and performance of services. Provider shall comply with all applicable laws, regulations, and safety standards while performing services under this Agreement.

WARRANTIES

Provider warrants that all services shall be performed in a good and workmanlike manner and in accordance with industry standards. Provider's sole obligation for breach of this warranty shall be to reperform defective services or, if Provider is unable to do so within a reasonable time, to refund the portion of fees attributable to such defective services. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special, or punitive damages. The aggregate liability of either party for claims arising out of or related to this Agreement shall not exceed the total compensation paid by Client to Provider under this Agreement during the preceding twelve (12) months.

GOVERNING LAW

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.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, 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 oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all its assets.

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