3.4   Drivers. If Company is not itself the Driver, Company shall use reasonable efforts to conduct due diligence on each Driver ibyCompany’s standard business practices, to include but not be limited to (i) the criteria outlined in Exhibit “B”, attached hereto and incorporated herein as though fully stated herein and (ii) any criteria established by any car share or rideshare platform, if applicable.

 3.5. Vehicle Ownership. Vehicle Owner will be the sole legal owner of the Managed Vehicles. Managed   Vehicles will be titled in the name of Vehicle Owner or its permitted assigns, or other name as Vehicle Owner may designate from time to time, by state law. The Company shall not create, incur, assume, or permit to exist any Lien upon any Managed Vehicle. Vehicle Owner shall obtain all Certificates, vehicle Registrations, and plates, and cause all fees related thereto to be paid. Managed Vehicles will not be delivered to, and Company shall be under noobligation to accept, such vehicles until the Registration fee and applicable sales tax have been paid, except in the sole discretion of Company, Company may provide reasonable assistance requested byVehicle Owner for these purposes, at a cost to be determined by Company. Unless otherwise explicitly provided herein, Company shall not acquire any right, title, or interest in or to any Managed Vehicle,  except the right to use the Managed Vehicle as contemplated by this Agreement and as may be otherwise stated herein.

3.6. Managed Vehicles Data. Vehicle Owner hereby authorizes, enables, and permits Company or its agents, including any third-party service providers, to, at all times, connect to and access Vehicle  Data. Vehicle Owner authorizesCompany to use, display or distribute any of the Vehicle Data to operate, provide, administer, develop and improve Company’s products andservices, including but not limited to operating and managing vehicles, for providing analyticsreporting to Company to assist in Managed Vehicles management, to provide data at the request of insurance companies in connection with a claim, to offer third-party products and services, and forCompany’s business purposes, including but not limited to internal analytics and operational reporting, troubleshooting, auditing purposes, and for creating aggregated and anonymized data that may be shared with current and future Company investors, financial or legal advisors, and for any other uses as permitted by applicable law (see Exhibit “E”, attached hereto and incorporated into this Agreement as though fully stated herein).

 3.7.  Personal Data. The Parties acknowledge and agree that the data collection and use described in he foregoing Section shall not include or be associated with information relating to an identifiable natural person, i.e., Driver or other person(“Personally Identifiable Information” or “PII”).  Unless mutually agreed between the Parties or as otherwise required by this Agreement (e.g., regarding insurance information), Company will not share any PII about the Drivers.   Company represents and warrants that to the extent any PII is shared with Vehicle Owners concerning any Drivers, Company has provided necessary disclosures and obtained necessary authorization from Drivers for the sharing of PII. 

3.8. Maintenance and Operation of Managed Vehicles. The Company shall maintain the Managed Vehicles as required and recommended by the manufacturer and in good working order and shall take necessary steps to not operate no Managed Vehicles are operated in an unsafe condition. For Managed Vehicles under Agreement for more than 90 days Company shallperform all required Regular   Maintenance on the Managed Vehicles directly or through a third-party appointed by the Company.

3.9. Recalls. If any governmental or regulatory authority, or the manufacturer, issues a directive, order, or a written request that any Managed Vehicle be recalled, Vehicle Owner shall promptly notify  Company. Unless otherwise agreed between the Parties, Vehicle Owner shall be responsible for promptly transporting and returning the Managed Vehicles to the manufacturer. The Companyshall  provide best efforts in this event to Vehicle Owner upon request, with such assistance at Vehicle  Owner’s cost. Any shipping costs associated with the transportation of such a vehicle shall be borne as per the terms defined in Exhibit “F,” attached hereto and incorporated herein as though fully stated.   In the event a recall is permanent, and no replacement vehicle will be provided by the manufacturer,  the relevant VOA shall automatically terminate.

 3.10.Warranties.Owner hereby authorizes Company to arrange for Regular and Major Maintenance under all Managed Vehicle warranties, and Owner agrees to complete any documentation that may be required by a warrantyprovider to perform the work. For clarity, this is not a transfer, sale, or other arrangement between the Parties regarding any warranties.

 4.Payments, Responsibilities, and Reporting.

4.1.  Profit Sharing. Company and Vehicle Owner shall share income generated from Managed   Vehicles, by the Monthly MV Profits as stated in the applicable VOA.

4.2.  Costs, Expenses, Charges, Fines, and Taxes. Company will pay various costs, expenses, fees,         charges, fines and taxes (without offset for any tax deductions or credits) incurred in connection    with or  attributable to any Managed Vehicles, except as may be stated elsewhere in this Agreement,     including (i) the use and operation of the Managed Vehicles during the respective Agreement  Terms, including but not limited to, costs related to Regular Maintenance,recalls and related  notifications, garaging, replacement parts and accessories, and theincurrence of obligations for  storage, parking, tolls, fines, registration or license fees and tags; (ii) all taxes and fees whatsoever  by whomsoever payable (except any income tax or other tax measured by the net income of Vehicle Owner) on or relating to the Managed Vehicles; and (iii) obtaining (or ensuring that Drivers obtain) insurance for such Managed Vehicles and maintaining (or ensuring that Drivers maintain) such insurance, including by payment of any insurance premiums during the Term of this Agreement.    Any such expenses paid by the Company that are not recovered from the customer or not part of Approved Expenses shall be reimbursed by the Vehicle Owner through the Monthly Settlement Cycle as defined in 4.7  

4.3. Reimbursement of Approved Expenses. If a Vehicle Owner pays for any of the Approved Expenses,         subject to prior written approval, the Company shall reimburse the Vehicle Owner. Upon receipt of an invoice for the same, the Company shall adjust the next regularly scheduled Monthly       Settlement Cycle.

 4.4. Major Maintenance. At all times, Vehicle Owner shall be responsible for the payment of Major Maintenance. The company shall adjust the next regularly scheduled Monthly   Settlement Cycle

4.5. Reimbursement of Expenses other than Approved Expenses. If the Company pays for any necessary expenses other than Approved Expenses, the Company shall be entitled to include such expenses in the calculation of Net Income. In the event there is an amount not yet included upon termination or expiration of a VOA, Company shall issue an invoice for the amount due, and Vehicle Owner shall reimburse Company within ten (10) Days from the date of the invoice.

 4.6.  Shipping Expenses. The Parties acknowledge that this Agreement is subject to the Vehicle   Relocation Policy as further detailed in “Exhibit F,” attached hereto and incorporated into this         Agreement as though fully stated herein. From time to time, a Managed Vehicle may be relocated to maximize the profit generated by the Managed Vehicle. In such an event, Vehicle Owner may be subject to a Managed Vehicle relocation expense of not greater than   $500.

 4.7.  Monthly Settlement Cycle. Except as stated in Section 4.8 herein, all amounts due and payable by this Agreement shall be based on a calendar month (“Monthly Settlement  Cycle”). Company shall provide a monthly statement of transactions(“Monthly Transaction Statement”)to the Vehicle Owner no later than the 10^th day of each month for the prior month’s activity and settle amounts due by the 15th day of the month. In the event of a net loss during any period, such loss shall be carried forward to the following periods until offset by positive Net Income.

 4.8.  Fees and Net Losses. If at any time Vehicle Owner’s account reaches a negative balance of at least $1,000, Company shall have the right to process a withdrawal from Vehicle Owner’s bank account, by Exhibit “D” attached hereto and incorporated into this Agreement as though fully stated herein. The Company shall provide the Vehicle Owner with a same-day email notice regarding a withdrawal.

4.9.  Errors and Inaccuracies. Vehicle Owner shall promptly review all invoices and settlement receipts and will notify Company within five (5) Days of the date of the invoice of any asserted error or inaccuracy. The company will work with the Vehicle Owner in good faith to resolve any invoicing issue identified by the Vehicle Owner. Vehicle Owner’s sole liability and Company’s exclusive remedy in respect of any such issue will be an appropriate adjustment to Vehicle Owner’s account as determined in the Company’s sole discretion.

5.Insurance.

 5.1.  Insurance and Coverages. Company shall arrange and maintain, from delivery of the Managed      Vehicle until Surrender of the vehicle: (i)automobile liability insurance for the use, operation and possession of the Managed Vehicle that (A) sufficiently covers the intended or actual use of the   Managed Vehicles, (B) meets state law minimum requirements with collision coverage, (C) has auto liability coverage of not less than $20,000 per person and $40,000 per occurrence for bodily injury, and not less than $25,000 per occurrence for property damage, and (D) otherwise meets   Vehicle Owner’s effective as of the date of this Agreement; or (ii) ensure that each iriver has automobile insurance coverage meeting the foregoing requirements. If any Managed Vehicles are listed on any Platforms, the Company will ensure that each Managed Vehicle will also be covered by the insurance policies of those Platforms for so long as the Managed Vehicles are deployed on those Platforms.

5.2. Insurance Requirements. Insurance coverage shall (i) be with an insurance company acceptable to    Vehicle Owner, such acceptance to not be unreasonably withheld, (ii) name Vehicle Owner and Company, and such other entities as directed by Vehicle Owner from time to time as additiona insureds and loss payees, including Company; and (iii) be acknowledged by such insurance company to be the primarycoverage. All insurance policies shall provide for thirty (30) calenda days’ prior written notice to Vehicle Owner and Company of any cancellation or reduction in coverage. To the extent that any state requires electronic reporting of the Company’s insurance coverage, the Company’s insurer shall be responsible for reporting such coverage.

 5.3.Insurance Payments. If Vehicle Owner arranges and pays for the insurance, which shall be subjec  to the approval of Company, Company shall reimburse the premium as partof the Monthly   Settlement Cycle.

5.4. Insurance Policy Information. In the event Company is paying the Managed Vehicle insurance premium, Companythe  shall detail the required insurance coverage information in each VOA.  Company shall furnish Vehicle Owner with a certificate of insurance evidencing the required insurance coverage promptly, but in no event later than as stated in the VOA and on an annual basis thereafter during the Term. In the event of a cancellation or lapse ininsurance coverage on a  Managed Vehicle, Company shall, promptly but in no event later than two (2) Days following such cancellation or lapse, notify Vehicle Owner in writing of such cancellationor lapse in insurance coverage, and shall promptly obtain and maintain otheralternative coverage ibySection 5.1 and 5.2 herein.

5.5. Notification of Loss; Settlement of Claims. The Company shall notify the Vehicle Owner by email within twenty-four (24) hours of any material damage, loss, theft, seizure, or impoundment of a Managed        Vehicle, and such notice must include the name, address, and insurance information (if any) of the    Driver.

6.Repair or Loss and Reporting to Police.

 6.1.  Repair or Loss. Company assumes full and sole financial responsibility for, and shall indemnify the   Vehicle Ownerfor, all losses, costs, damages and expenses arising from damage to, ordestruction of, the Managed  Vehicles, the theft or abandonment of, or any governmental authority taking possession of, theManaged Vehicles and any parking or traffic tickets, tow charges or other fines,   taxes, penalties or fees arising from the operation of the Managed Vehicle from delivery of the Managed Vehicle into Company’s possession until Surrender. The company shall promptly notify the Vehicle Owner in writing of any damage to or loss of a Managed Vehicle. In the event a  Managed Vehicle is in an accident, or if it is subject to theft or vandalism, Company shall immediately report the accident or vandalism to local law enforcement, to the Vehicle Owner, the applicable Platform, if any, and any applicable insurer covering the Managed Vehicle. The Company   shall also report any other damage to the Managed Vehicle, beyond ordinary wear and tear, to the  Vehicle Owner. The company is responsible for submitting all claims and securing needed repairs within a reasonable time frame and shall be solely liable for all expenses related thereto. Upon written notice and request from  Vehicle Owner, upon payment of all such sums,        if requested by  Vehicle OOwnerapplicable VOA shall terminate. Companyshall maintain records of all repairs and maintenance activities and provide the same to the Vehicle Owner once per calendar year. Under no circumstances, and not withstanding anything to the contrary stated herein, will Company be responsible for loss of anticipated income to the Vehicle Owner due to any repair or loss.

7.Term

 7.1.  Term. This Agreement shall begin on the Effective Date and shall have a term of [e.g., twelve months] (the “Initial Term”) and shall automatically renew for successive periods of equal duration   (each a “Renewal Term” and together with the Initial Term, the “Term”) unless terminated earlier as provided for herein.

8.Termination.

8.1 Termination for Convenience . Either Party may terminate this Agreement by providing the thnon-terminatingng Party no less than [e.g., sixty (60) Days’ prior written notice to a Renewal Term, of its intent not to renew this Agreement. Either Party may terminate a VOA by providing the thenon-terminatingg Party no less than [e.g., thirty (30 Days’ prior written notice to a Renewal Term of its intent not to renew a VOA.

8.2. Termination for Cause. Either Party may terminate this Agreement, or one or more VOAs, by providing written notice to the other Parties (a “Termination Notice”) if the other Party commits a material breach and fails to cure such breach within thirty (30) calendar days (the “Cure Period”)   following receipt of a Termination Notice.

8.3.  Termination, Insolvency. This Agreement shall terminate, without need of written notice (i) upon the institution of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of debts of a Party; (ii) upon the making of an assignment for the benefit of creditors by a Party; or (iii) upon the dissolution of a Party.

8.4. Consequences of Termination. Upon expiration or termination of this Agreement, Company shall reconcile the Monthly MV Account no later than thirty (30) days from the expiration or termination hereof. Upon completion of the reconciliation, Company shall pay to Vehicle Owner any amounts due, or Vehicle Owner shall be responsible for payment of a negative balance, in either case to be paid within fifteen (15) Days from the conclusion of the reconciliation.

8.5.  Company Amendment. The company may amend a VOA to remove a Managed Vehicle if the Managed Vehicle is unrented for less than twenty-four days per month for two consecutive months.

 8.6. Vehicle Owner Amendment. Vehicle Owner may amend a Vehicle Operating Agreement to remove a Managed Vehicle if the Managed Vehicle is unrented for less than fifteen days per month for two consecutive months. The Parties agree that this clause shall not be applicable during the first tw  months from the date of delivery for the particular Managed Vehicle.

8.7.  Cancelled Vehicle. Any Managed Vehicle that is removed from a VOA through amendment or termination of this Agreement or a VOA shall be a “Cancelled Vehicle(see Exhibit “A, ”Schedule “B”).

8.8.  Cancellation Date. The date on which a Vehicle Operating Agreement is amended to remove a Cancelled Vehicle is a “Cancellation Date.”

8.9.  Surrender of the Vehicle. Unless otherwise agreed to between the Parties (including if Company exercises its option to purchase, see Exhibit “C”, attached hereto and incorporated herein as though ully stated), if this Agreement is terminated for any reason or if any VOA isamended to remove one or more vehicles from the list of Managed Vehicles, Company shall returnthe relevant Managed Vehicles (which shall consist of all of the Managed Vehicles in the case of a termination of this Agreement or a VOA, respectively) to a location designated by the Vehicle Owner as stated in theVOA within three (3) days of the termination or expiration of this Agreement or the VOA, or inthe case of an amendedVOAthose Managed Vehicles as stated in the VOA. The designated location will be no more than twenty-five (25) miles from the relevant Managed      Vehicle’s assigned home location in the VOA. All obligations of the Vehicle Owner under this         Agreement shall survive until the Managed Vehicles have been surrendered under this Section.

   (a)Company agrees to deliver the Managed Vehicle to Vehicle Owner or its agent: (i) in the same condition and appearance as when received, ordinary wear and tear excepted as noted in    “Exhibit G” attached hereto and incorporated into this Agreement as though fully stated herein; (ii)  free from collision or other physical damage; (iii) free from loss of parts, tires, equipment and accessories; and (iv) together with any replacement parts, changes in or improvements to the Managed Vehicles made by Company. Company covenants that a Managed Vehicle will be in an environmentally clean and safe condition and be free of any hazardous substance or residue thereof upon Surrender. Vehicle Owner will not accept and will not be responsible for the removal of any personal property, which will be considered abandoned property at the time of Surrender. Costs related to abandoned property will be the sole responsibility of the Company.

         (b)    At the time of Surrender, or no later than twenty-four (24) hours therefrom, the Compan must document and identify to Vehicle Owner (via photographs and written description,  emailed to Vehicle Owner at a designated email address) noting the condition of the Managed       Vehicle and any current damages on the Managed Vehicle. If such documentation is not received by the Vehicle Owner promptly, then any damages to the car will be charged to the Company under the terms and conditions provided herein.

         (c)From the Cancellation Date, until the Cancelled Vehicle is Surrendered to the Vehicle OwnerCompany shall make reasonable efforts to maintain the Canceled Vehicles safe and secure. If such period is more than three (3) days, Vehicle Owner agrees to reimburse Company any costs and expenses incurred towards maintaining the Cancelled Vehicle. If the Vehicle Owner does not retrieve a Cancelled  Vehicle for more than thirty (30) days from the Cancellation Date, the Company shall not be responsible for any losses or damages incurred for the Canceled Vehicle.

         (d)Costs. From Surrender date, Company shall not be liable for any tolls, tickets, fines, costs, losses, or otherexpenses incurred by the Canceled Vehicle and any damages or losses to the  Canceled Vehicle, which shall include without limitation any losses, costs, or expenses incurred by   Company due to the failure of Vehicle Owner to collect the delivery of the Canceled Vehicles by this Agreement.

         (e)As soon as practicable, but in no event more than two (2) Days from an early termination date,  Company shall remove the Managed Vehicle as available from all Platforms or other profiles used by Company to solicit rentals.

8.10. Failure to Surrender the Vehicle. If the Canceled Vehicle is returned more than three (3) days after the Cancellation Date, or within any other established deadlines provided in this Agreement,   Vehicle Owner or its agents may repossess the Canceled Vehicles under Exhibit F. Company shall reimburse Vehicle Owner a daily fee of $25 per day until the Canceled Vehicle is returned.

9.Representations, Warrants, and Covenants

9.1.  Company Represents, Warrants, and Covenants. Company represents, warrants, and covenants for Vehicle Owner’s benefit alone that at all timesduring the Term: (i) Company has the right, power and authority to enter into and perform its obligations under this Agreement, (ii) is alimited liability company duly incorporated, duly organized, validly existing, and in good standing under the laws of the state of its domicile and is authorized to do business in each jurisdiction in which itconducts its business, and (iii) the making and performance of this  Agreement by Company does not violate any agreement between it and any other person or entity.

9.2.  Vehicle Owner Represents, Warrants, and Covenants. Vehicle Ownerrepresents, warrants, an covenants for Company’s benefit alone that at all timesduring the Term: (i) Vehicle Ownerhas the right, power and authority to enter into and perform its obligations under this Agreement, (ii) if   Vehicle Owner is an entity, Vehicle Owner represents andwarrants that it is duly incorporated, duly organized, validly existing, and ingood standing underthe laws of the state ofits domicile and is uthorized to do business in each jurisdiction in which it conducts its business, and (iii) the making and performance of this Agreement by Company does not violate any agreement between it and any other person or entity.

9.3.  Verification. Vehicle Owner agrees to provide Company with all information or documentation reasonably requested by Company to verify Vehicle Owner’s identity, business history, and other information about Vehicle Owner. Vehicle Owner agrees that Company or a designated agent ma contact third parties to verify such information, including consumer reporting agencies, and     Vehicle Owner authorizes Company to share any information collected with third-party sources or service providers to assist Company with these verification procedures. Vehicle Owner certifies that the information provided by Vehicle Owner at all times is true, accurate, current, and complete. Vehicle Owneragreese that such information will be maintained and kept current. Vehicle Owner shall promptly notify Company if any information provided in connection with the foregoing has changed.

10.Books and Recordkeeping

10.1. Book and Records Access. The Company shall maintain timely books and records for each Managed Vehicle, including titling, registration, and required insurance information, and in a format that can be produced and provided to the Vehicle Owner upon five (5)advance written notice.

10.2. Financial and Background Information. So long as there are any Managed Vehicles under this Agreement, Company shall provide to Vehicle Owner as soon as possible, but in no event more than forty-five (45) days after the end of each fiscal year, a statement of accounts for each Managed  Vehicle.

11.Subleasing, Other Matters.

11.1. Prohibition of Sublease. Company will not (i) lien, encumber or transfer any interest in any Managed Vehicle, or (ii) sublease or assign any interest in any of the Managed Vehicles or this   Agreement, without the prior written consent of Vehicle Owner, which consent may be withheld for any, or no reason, in Vehicle Owner’s sole discretion.

11.2. Protective Security Interest. Without prejudice to the intention of the Parties that this Agreement is managing and operating vehicles for business purposes, Vehicle Owner grants to Company its power of attorney to act as its duly authorized agent and attorney-in-fact for and on behalf of Vehicle  Owner in respect of all matters relating to the Managed.

11.3. Installation of Additional Equipment. Vehicle Owner hereby agrees that Company may install any connected car equipment required by any Platform, or any other connected car equipment as deemed necessary by Company for managing Managed Vehicles. Vehicle Owner agrees that Company may install or permit to be installed any aftermarket equipment or parts,  including but not limited to, window tinting, alarms, spoilers, trims, stereo equipment, tow bars/hitch kits, bike racks, and non-OEM tires. Companyshall make reasonable efforts to ensure that such parts are equivalent or better than those specified by the OEM. For any permitted additions, the Company assumes all risk of installing such additions, including, without limitation, the quality of work provided by any vendor and/or damage to the Managed Vehicle. All such items installed pbeforedelivery will be considered a part of the Managed Vehicle. All such items installed after delivery must be removed by the Company at its sole cost and expense before Surrender of the Managed   Vehicle, provided that the Company is not in default under this Agreement and that such removal will not cause damage to the Managed Vehicle. If such additions are not removed before Surrender of the Managed Vehicle, the Vehicle Owner may invoice the Company for the cost of such removal, and for any repairs needed if the removal of the addition caused damage to the Managed Vehicle.

12.Confidentiality and Non-Disclosure.

12.1. “Confidential Information” under this Agreement shall mean any and all information, proprietary   and/or maintained in confidence by the Disclosing Party, including without limitation, any  information relating to Disclosing Party’s financial strategy, investment opportunities, fundraising     tasks and strategies, financial planning, bookkeeping, accounting procedures, all communications   with executives and staff of Disclosing Party, expenses and liabilities, financial performance, financial relationships, record control, concepts, processes, research and development, procurement   requirements, purchasing, manufacturing, Company lists, vendor lists, prospect lists, contact lists, business forecasts, sales and merchandising, marketing plans, the existence of this Agreement and the terms thereof, and other information disclosed by Disclosing Party or obtained by Receiving Party either directly or indirectly, in writing, orally or by inspection of tangible objects or by the    viewing of records or product demonstrations which is designated or described by Disclosing Party as “confidential”, “proprietary” or some similar designation, and/or which should reasonably be  understood by Receiving Party because of the circumstances of disclosure or the nature of the information itself, to be confidential or proprietary to Disclosing Party, regardless of whether  obtained before, on or after the date of this Agreement. Confidential Information also includes proprietary or confidential information of any third party who may disclose such information to the receiving Party on behalf of the Disclosing Party under or otherwise relating to this Agreement.

12.2. Non-disclosure and Non-use. Receiving Party agrees to use the Confidential Information for the sole purpose contemplated by this Agreement. Receiving Party agrees that wit ill not use for    Receiving Party’s benefit or in any way disclose any Confidential Information to any person, firm or business, except for the sole purpose outlined in this Agreement or for any other purpose   Disclosing Party may hereafter authorize in writing. Receiving Party shall treat all Confidential   Information with the same degree of care as Receiving Party accords to Receiving Party’s Confidential Information, but in no case less than reasonable care. Receiving Party agrees to disclose Confidential Information only to those of such Receiving Party’s employees, attorney,   accountant or financial advisor (collectively the “Receiving Parties”) who need to know such information, determined in Receiving Party’s discretion, and Receiving Party certifies that such    Receiving Parties have previously agreed, either as a condition of employment or engagement, to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Receiving Party under this Agreement, such agreement to be provided to Disclosing Party upon request. Receiving Party shall not make any copies of Disclosing Party’s Confidential Information without Disclosing Party’s prior written consent. Receiving Party shall not reverse engineer, disassemble, or decompile any materials or objects that embody Disclosing Party’s Confidential Information. Receiving Party shall immediately give notice to Disclosing Party of any unauthorized use or disclosure of    Confidential Information. Receiving Party agrees to assist Disclosing Party in remedying any such unauthorized use or disclosure of Confidential Information.

12.3. Exceptions. The obligations of Receiving Party concerning any portion of the Confidential       Information shall not apply to such portion that Receiving Party can document: (a) was in the public domain at or after the time such portion was communicated to Receiving Party, through no fault of Receiving Party, (b) was rightfully in Receiving Party’s possession free of any obligation of confidence at or safterthe time such portion was communicated to Receiving Party, or (c) is requested or legally compelled by a court (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar processes),  or is required by a regulatory body, to be disclosed. In the event the receiving Party is required to disclose any Confidential Information tunder his subsection, the Receiving Party will notify the Disclosing Party promptly so that the Disclosing Party may seek a protective order or other appropriate remNoy. no such protective order is obtained before such Confidential Information or other information is required to be disclothe sed, Receiving Party or its applicable representative, as the case may be, will furnish only that portion of such Confidential Information or other information which he is advised by his legal advisers is required to be disclosed. In addition, to the xtent legally permissible, the Receiving Party will provide the Disclosing Party, in advance of any such disclosure, with copies of any such Confidential Information or other information that Receiving  Party intends to disclose and will reasonably cooperate with Disclosing Party to the extent   Disclosing Party may seek to limit such disclosure.

12.4. Ownership of Confidential Information. All Confidential Information of the Disclosing Party shall remain the exclusive property of the Disclosing Party. Nothing in this Agreement shall be deemed or construed to grant the Receiving Party any license to use, sell, develop, exploit, copy, or further develop the Confidential Information for any purpose. Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright, or any other proprietary right of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Confidential   Information of the Disclosing Party except as expressly set forth herein.

12.5. Return of Confidential Information and Other Materials. Promptly upon request from Disclosing  Party, Receiving Party shall, at Company’s option, redeliver to Disclosing Party or destroy all  Confidential Information and any other materials containing, prepared based on, or reflecting any information in, the Confidential Information, including without limitation, all reports, analyses, compilations, studies and other materials containing or based on the Confidential Information, and  Receiving Party will not retain any copies or other reproductions of such Confidential Information and/or materials. Upon the request of the Disclosing Party, any such destruction shall be certified in writing by the Receiving Party. Notwithstanding the foregoing, the Receiving Party may retain such of its documents as required to comply with mandatory law, provided that such Confidential Information or copies thereof shall be subject to an indefinite confidentiality obligation thereto.

12.6. No Warranties. All confidential information is provided “as is,” and Disclosing Party Company       makes no warranties, express, implied, or otherwise, regarding its accuracy, completeness, or    performance or fitness for any purpose

12.7. Term of Confidentiality. Subject to subsection 12.3 herein, the obligations of the Receiving Party hereunder as to any Confidential Information shall be effective during the term of this Agreement and in perpetuity thereafter, or until such information is no longer a trade secret of the Disclosing Party,      whichever occurs earlier.

12.8 Damages and Injunctive Relief. In acknowledging the unique and proprietary nature of the  Confidential Information, the Receiving Party acknowledges and agrees that money damages may not be a sufficient remedy for any breach of this Agreement by the Receiving Party and that the Disclosing  Party may suffer great and irreparable injury as a consequence of such breach. Consequently,    Disclosing Party shall be entitled to seek equitable relief, including injunction, court order, and/or specific performance, as a remedy for such breach and/or to protect the confidentiality of its Confidential Information and to halt any unauthorized disclosure thereof. Such remedies shall not be deemed to be exclusive remedies for a breach by the Receiving Party but shall be in addition to any other remedies provided hereunder or available at law or equity to the Disclosing Party.

13.Intellectual Property Rights.

13.1. Intellectual Property. “Intellectual Property” means any patent, copyright, trademark, trade name,    service mark, service name, brand mark, brand name, logo, corporate name, industrial design, any registrations thereof and pending applications therefor (to the extent applicable), any other intellectual property right (including, without limitation, any know-how, trade secret, trade right,  formula, conditional or proprietary report or information, client or membership list, any marketing ata, and any computer program, software, database or data right), and license or other contract lating to any of the foregoing, and any goodwill associated with any business owning, holding or using any of the foregoing.

13.2. Company Intellectual Property. The Parties acknowledge and agree that all Intellectual Property of Company used during the Term of this Agreement and incorporated into the Services (the “Company Intellectual Property”) shall remain the sole and exclusive property of Company.

14.Restrictive Covenants.

14.1. Non-Solicitation. During the Term of this Agreement and for twenty-four (24) months following the expiration or early termination of this Agreement, the Vehicle Owner shall, not, on its oehalf or behalf of any person, firm or corporation, or in any capacity whatsoever, either directly or indirectly induce, suggest, persuade or recommend to any client of Company that they terminate, alter or refrain from entering into, renewing or extending their relationship with Company. Additionally, during the Term of this Agreement and for twenty-four (24)  months following the expiration or early termination of this Agreement Vehicle Owner shall not, on its behalf or behalf of any person, firm or corporation, or in any capacity whatsoever,  recruit for employment, hire or induce any employee, contractor or other person engaged by  Companyto terminate employment or engagement with Company.

14.2. Non-Competition. To the extent permitted by law, during and upon the expiration or earlier termination of this Agreement, and for three (3) years thereafter, Vehicle Ownershall not engage, own, manage, control, operate, be employed by, participate in, or be connected with the ownership, management, operation, or control of a business substantially similar to or offering to the commercial market substantially similar services or products of Company. If a Vehicle Party breaches or threatens to breach this section, the Company will be entitled to a preliminary restraining order and injunction preventing a Vehicle Party from violating its provisions. Nothing in this agreement prohibits either Party from pursuing any other available remedies for a breach or threatened breach, including the recovery of damages. Notwithstanding the foregoing, nothing  herein shall prohibit a Vehicle Party from being a passive owner of not more than five percent (5%)   of the equity securities of a competitor that is publicly traded, so long as Vehicle Party has no active  participation in the business of such competitor

14.3 Non-Circumvention. Vehicle Owner will not make any attempt, or use any artifice, scheme, or device, including the use of any agent, representative, associate, advisor, relative, or business entity, to circumvent the purposes of the restrictive covenants contained in this Section.

15.Indemnification.

15.1. Each party (the “Indemnifying Party”) hereby agrees to defend, indemnify, and hold harmless the other party and its officers, directors, employees, representatives, assignees, and successors    (collectively, the “Indemnified Party”) from any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each a “Claim”) arising from the actions of the Indemnifying Party. The Indemnified Party shall provide prompt written notice to the Indemnifying Party of a Claim within ten (10) days after becoming aware of such Claim. The  Indemnifying Party shall have the sole right to handle the defense with counsel of its selection, except that it shall communicate all settlement offers to the Indemnified Party and shall not settle any such claim without the consent of the Indemnified Party unless a full release of the Indemnified Party is obtained from the settling third-party claimant. The Indemnified Party shall have the right,   but not the obligation, to participate in any lawsuit at its own expense using counsel of its selection, provided that such participation does not interfere with or conflict with the Indemnifying    Party’s defense of the Claim. THIS PARAGRAPH STATES EACH PARTY’S ENTIRE         OBLIGATION AND LIABILITY TO THE OTHER CONCERNING ANY CLAIM AS STATED HEREIN.

16.Limitation of Liability.

16.1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, A PARTY SHALL NOT BE LIABLE      FOR ANY SPECIAL, INDIRECT, INCIDENTAL,  OR CONSEQUENTIAL DAMAGES ARISING  OUT OF THIS AGREEMENT EVEN IF A PARTY HAS BEEN ADVISED OF THE    POSSIBILITY OF SUCH LOSSES OR DAMAGES. NOTWITHSTANDING ANYTHING TO  THE CONTRARY HEREIN, A PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT, OR  FOR ANY AND ALL CLAIMS, LOSSES OR DAMAGES RELATING TO THE SERVICES, WHETHER BASED ON TORT, CONTRACT, OR OTHERWISE, SHALL BE LIMITED TO THE   AMOUNT PAID BY A PARTY TO ANOTHER PARTY WITHIN THE TWO (2) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE. THE  LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE SERVICES OFFERED HEREIN WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. AS SOME  JURISDICTIONS DO NOT ALLOW SOME OF THE EXCLUSIONS OR LIMITATIONS AS SET FORTH ABOVE, SOME OF THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO A PARTY. IN SUCH EVE, NT SUCH PARTY’S LIABILITY WILL BE LIMITED AS FAR AS LEGALLY POSSIBLE UNDER APPLICABLE LAW. THE FOREGOING ALLOCATION OF         RISK IS REFLECTED IN THE AMOUNT OF THE COMPENSATION CONTEMPLATED UNDER THIS AGREEMENT.

17.Dispute Resolution.

17.1. Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreem or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to resolve disputes contained in this paragraph (“Dispute Resolution”), shall be determined by the rules, procedures and processes of Delaware Rapid Arbitration Act, 10 Del. C. § 5801, et seq. (the “DRAA”). The Dispute Resolution shall be conducted by the rules, procedures, and processes set forth at    https://delcode.delaware.gov/title10/. The Parties agree to enter into the standard form of dispute resolution agreement, and that judicial enforcement of any award shall be as provided in such dispute resolution agreement. This Dispute Resolution provision shall not preclude Parties from seeking provisional remedies in aid of this Dispute Resolution provision from a court of appropriate jurisdiction. The Parties shall maintain the confidential nature of the Dispute Resolution process and any decision, except as may be necessary to prepare for or conduct the arbitration process, or xcept as may be necessary in connection with a court application for a preliminary remedy, enforcement of the dispute resolution, or unless otherwise required by law or judicial decision.

17.2. Governing Law, Venue. This Agreement shall be governed by and construed under the internal laws of the State of Delaware applicable to agreements made and to be performed in the    State of Delaware. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the state or federal courts of the State of Delaware (collectively, the “Specified Courts”), and each Party irrevocably submits to the exclusive jurisdiction of such Specified Courts in any such Related    Proceedings, suit, action or proceeding. Service of process, summons, notice, or document by mail to such Party’s address set forth herein shall be effective service of process for any Related   Proceedings brought in any Specified Court. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any Related Proceeding, suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead or claim in any Specified Court, or any other state or federal court, that Related Proceeding, action or other proceeding brought in any such court has been brought in an inconvenient forum. THE   PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE     EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR HEARD IN ANY COURT.

17.3. Attorney Fees. IIfany dispute between the Parties should result in litigation or arbitration, the prevailing Party in such dispute shall be entitled to recover from the other Party all reasonable fees, costs and expenses of enforcing any right of the prevailing Party, including without limitation, reasonable attorneys’ fees and expenses, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of attorney fees and costs incurred in enforcing such judgment and an award of prejudgment interest from the date of the breach at the maximum rate allowed by law. For this Section: (a) attorney fees shall include, without limitation, fees incurred in the  following: (1) post judgment motions, (2) contempt proceedings, (3) garnishment, levy, and debtor and third party examinations, (4) discovery, and (5) bankruptcy litigation; and (b) “Prevailing  Party” shall mean the Party who is determined in the proceeding to have prevailed or who prevails by dismissal, default or otherwise   

18. General Provisions.

18.1. Force Majeure. Neither Party shall be liable to the otherbecause off any failure of performance hereunder (except failure to pay) if such failure arises out of strikes, lock-outs or other labor disputes, riots, civil disturbance, actions or inaction of governmental authorities or Contractors,  epidemics, pandemics, wars, embargoes, storms, floods, fires, earthquakes, acts of God or the public enemy, widespread power outage, nuclear disasters or default of a common carrier (each a  “Force Majeure Event”). Lack of finances or a mere failure to have adequate and suitable equipment, material, labor forces, or other facilities available to perform shall not constitute a Force Majeure Event. Any party experiencing a Force Majeure Event shall give as prompt notice as is possible under the circumstances. In the case of such Force Majeure Event, the time for performance required by a party under this Agreement will be extended by the length of any period during which performance is prevented by the Force Majeure Event. Furthermore, if such an extension interferes with the other party’s ability to perform its obligations, then the time for the other party’s performance will also be extended. Notwithstanding the above, if a delay or failure by a party to perform its obligations under this Agreement due to a Force Majeure Event exceeds forty-five (45)  Days, any party may terminate this Agreement effective upon ten (10) Days’ written notice to the other party.

18.2. Relationship of the Parties The relationship of the parties established by this Agreement is solely that of independent contractors, and nothing contained in this Agreement shall be construed to (a)   give any party the power to direct and control the day to day activities of the other; or (b)  constitute such parties as partners, co-owners or otherwise as participants in a joint or common undertaking; or (c) make either party an agent of the other for any purpose whatsoever. Neither party, nor their agents or employees, shall be deemed representatives of the other for any purpose,    nor shall either party have the power or authority to act as agent or employee to represent, act for, bind, or otherwise create or assume any obligation on behalf of the other. Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of  the performance and payment of this Agreement

18.3. Entire Agreement. The Agreement, and any attachments thereto, constitutes the entire agreement between the parties and contains all of the agreements between the parties concerning the subject matter hereof; this Agreement supersedes any other agreements, either oral or in writing (including any interim agreements executed by the parties), between the parties hereto concerning the subject matter hereof. No change or modification of this Agreement shall be valid unless the same is in writing and signed by an officer of the Parties.

18.4. Notices. All notices hereunder shall be in writing and shall be deemed to have been duly given if personally delivered by courier service, messenger, e-mail or other electronic messaging system at, or if duly deposited in the mail, by certified or registered mail, postage prepaid, return receipt requested, to the addresses set forth below the signature line hereto, or such other addresses as may be furnished hereafter by notice in writing, to the following parties. Notice is deemed delivered on:  (i) the date of actual personal service; (ii) the business day after delivery of overnight delivery; (iii)    the date of delivery via registered or certified U.S. mail; or (iv) the date as verified by automatic receipt of electronic logs if sent by e-mail. To the extent not prohibited by applicable law, a Party may, at its option, use electronic communications to provide the other Party with any notice or consent hereunder.

18.5 Assignment. Neither party will have the right to assign, pledge or transfer all or any part of this      Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed, except that Company may assign this Agreement or an affiliate or in connection with any merger, consolidation, sale of the relevant assets or any other transaction in which substantially all of the equity or assets of the business unit of Company responsible for the performance of this Agreement are transferred.

18.6 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in this Agreement,        express or implied, is intended to confer upon any party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or because of this Agreement, except as expressly provided in this Agreement.

18.7 Severability. If any provision of this Agreement is held by a competent court to be invalid or  unenforceable under applicable law, then such provision shall be severed from this Agreement and   the remainder of this Agreement shall be interpreted as if such provision were so severed and shall     be enforceable by its terms; provided, however, that in such event this Agreement  shall be interpreted to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the severed provision as determined by the Parties or as determined by court of competent jurisdiction

18.8. Conflict. In the event of a conflict between this Agreement and a VOA, the terms of this Agreement shall control, unless otherwise specifically stated in the VOA. Notwithstanding the termination of this Agreement or the end of the Agreement Term of a Managed Vehicle, the terms of this       Agreement will remain in full force and effect concerning non-terminated Managed Vehicles.

18.9. Waiver. No delay or omission by either Party to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by either Party of any covenant or breach shall not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the Party waiving its rights

18.10   Trade or Business Use. This Agreement is entered into primarily for business purposes and does not cover the use of vehicles for personal, family, or household purposes. The company will use the Managed Vehicles primarily in its trade or business, for lawful purposes, and within the United States. In no event will a Managed Vehicle be used for transporting illegal, explosive, radioactive, flammable, or hazardous materials, or for the illegal transportation of passengers. The Company will not permit a Managed Vehicle to be operated in violation of law, including, but not limited to, driving under the influence of alcohol or drugs, or in breach of any rules or regulations, and will not permit a Managed Vehicle to be operated by a Driver that the Company deems unsafe. A breach of this    provision shall be a material breach of this Agreement, giving Vehicle Owner the right to immediately terminate this Agreement under Section 8.

18.11.  Non-Disparagement, Non-Publicity. The Parties agree not to make public statements or communications, in any form, which disparage the other Party, its business, services, or products. Each Party may not use any other Party’s name, logo, or other trademark for marketing or promotional purposes without the other Party’s prior written consent.

18.12.  No Thirty-party Beneficiary Rights. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the Parties and their respective successors and permitted assigns any legal or equitable right, benefit, or remedy of any nature under or because of this  Agreement.

18.13.  Approvals and Similar Actions. Where agreement, approval, acceptance, consent, or similar action by either party is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld, unless specifically permitted by this Agreement.

18.14.  Interpretation. The paragraph headings of this Agreement are inserted for convenience only and shall not constitute a part of this Agreement to construe or interpret any provision hereof. Whenever the context requires, words used in the singular shall be construed to include the plural and vice versa, and pronouns of any gender shall be deemed to include and designate the masculine, feminine, or neuter gender.

18.15.  Amendment, Modification. Except as may be otherwise stated herein, this Agreement may not be amended or modified except by an instrument in writing signed by each of the Parties hereto.

18.16   Binding Effect; Survival. This Agreement shall be binding upon and inure to the benefit of each Party, and their respective successors and permitted assigns. This Agreement shall create and constitute the continuing obligations of the Parties hereto by its terms and shall remain in full force and effect until its termination. Each Party’s obligations underthis Agreement by their nature are intended to survive termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.

18.17.  Counterparts. This Agreement (and each amendment, modification, and waiver in respect of this    Agreement) may be executed and delivered in counterparts (including by facsimile transmission),  each of which will be deemed an original, and all of which together constitute the same instrument. Delivery of an executed counterpart of this Agreement by e-mail (PDF), any other electronic media, or telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature” and words of like import in this Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the    extent and as provided for in any applicable law, including the federal Electronic Signatures in   Global and National Commerce Act or any other similar state laws based on the Uniform Electronic  Transactions Act or the Uniform Commercial Code.

18.18.  Reasonable Efforts. Each Party shall use all reasonable efforts to take all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.

18.19.  Effective Date. This Agreement shall become effective when both Parties have executed the following: The date this Agreement is signed by the last Party (as indicated by the date associated with that signature)