WHEREAS, Limo & Bus Compliance LLC, hereafter referred to as “LBC” is in the business of providing consulting and outsourcing of federal Department of Transportation paperwork, fleet management software and other services; and the company wishes to retain LBC and utilize its products and services. It is hereby agreed by and between the parties as follows:
- FURNISHING SERVICES. LBC shall furnish to the Company the services of compliance specialists through a number of trained individuals. The parties understand and agree that the compliance specialists are the employees of LBC and not the Company, and that LBC shall be responsible for establishing and paying the wages of the compliance specialists, withholding and paying any income and employment taxes relative to the compliance specialists, and providing any and all other benefits and coverage, including, but not by way of limitation, workers compensation and unemployment compensation, that an employer is required by law to provide to its employees.
- INTELLECTUAL PROPERTY. If selected, LBC provides the company with access-only rights to its proprietary software. LBC maintains all ownership rights to the software, the ideas, and the execution of such. The Company is granted no right to change, alter or copy the program in any way without explicit written consent by LBC. Distribution of such property is exclusively through LBC and all users must be approved by LBC.
- CHARGE FOR SERVICES. Services selected and related costs are selected by email, quote, or invoice acceptance and considered part of this agreement. Services may be added or removed on a month by month basis via written request. Monthly charges are not prorated.
- HARDWARE PURCHASES: The Company understands and acknowledges that all hardware is ordered and configured for its particular use. Once delivered, this hardware is subject to a variety of conditions that can affect its ability to perform properly, including improper installation, vehicle electrical surges and other issues. No refund, returns, or warranty is available for hardware purchases unless agreed upon in writing by LBC.
- TERM OF AGREEMENT. The above service will begin on the date found at the end of this document and will terminate upon written notice from either party.
- APPLICABLE LAW. This Agreement shall be governed by and construed pursuant to the laws of the state of Arizona.
- SUCCESSORS AND ASSIGNS. All of the covenants, conditions, and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns.
- SEVERABILITY. If any provision of this Agreement or the application thereof to any person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.
- TIME. Time is of the essence in this Agreement and in each and all of the provisions hereof.
- AUTHORITY. If the Company executes this Agreement as a limited liability Company, each of the persons executing this Agreement on behalf of the Company does hereby personally covenant and warrant that the Company is a duly authorized and existing limited liability company in good standing, that the Company is qualified to do business in the state of Arizona, that the Company has full right and authority to enter into this Agreement, and that each person signing on behalf of the Company is authorized to do so.
- NOTICE. All notices, consents, demands, statements, communications, presentations, and requests which may be or are required to be given by either party to the other shall be in writing and shall be delivered in person, or sent by facsimile, or United States registered or certified mail with return receipt requested to the address listed above.
- INDEPENDENT CONTRACTOR. In the performance of all services under this Agreement: Each party and its personnel shall be deemed to be and shall be an independent contractor and, as such, shall not be entitled to any benefits applicable to employees of the other party. Neither party is authorized or empowered to act as agent for the other for any purpose and shall not on behalf of the other enter into any contract, warranty, or representation as to any matter, except any exclusions agreed upon in writing. Neither party shall be bound by the acts or conduct of the other.
- INDEMNIFICATION. Agency agrees to defend, indemnify and hold the Company, its directors, officers, employees, agents, successors, assigns and affiliated organizations harmless from any demands, threats, suits, proceedings, loss, claim, damage, liability, penalty and expense of any kind, including, reasonable attorney’s fees and expenses (collectively “Claim”) to the extent that such Claim arises from, relates to, is founded upon or grows out of the acts or omissions of any of the officers, employees, agents or other personnel of LBC; in an amount not to exceed the total amount paid for the last three months of service. Company agrees to defend, indemnify and hold LBC, its directors, officers, employees, agents, successors, assigns and affiliated organizations harmless from any demands, threats, suits, proceedings, loss, claim, damage, liability, penalty and expense of any kind, including, reasonable attorney’s fees and expenses (collectively “Claim”) to the extent that such Claim arises from, relates to, is founded upon or grows out of the acts or omissions of any of the officers, employees, agents or other personnel of the Company, including any such claim made by the Company.
- MANDATORY ARBITRATION. Any dispute, controversy or claim arising out of or relating in any way to this agreement including without limitation any dispute concerning the construction, validity, interpretation, enforceability or breach of the agreement, shall be exclusively resolved by binding arbitration upon a Party’s submission of the dispute to arbitration. In the event of a dispute, controversy or claim arising out of or relating in any way to this agreement, the complaining Party shall notify the other Party in writing thereof at the address at the bottom of the page or the address registered on their Client account. Within sixty (60) days of such notice, both Parties shall meet at an agreed location to attempt to resolve the dispute in good faith. Should the dispute not be resolved within sixty (60) days after such notice, the complaining Party shall seek remedies exclusively through arbitration. This agreement to arbitrate shall be specifically enforceable. A Party may apply to any court with jurisdiction for interim or conservatory relief, including without limitation a proceeding to compel arbitration. The arbitration shall be conducted in Maricopa County, Arizona in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator. If the Parties are not able to agree upon the selection of an arbitrator, within twenty days of commencement of an arbitration proceeding by service of a demand for arbitration, the arbitrator shall be selected by the American Arbitration Association. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The Parties shall be entitled to discovery in the arbitration except that any Party shall be entitled to request no more than 500 pages of documents and to take three depositions not to exceed two hours for each such deposition. The arbitrator shall have no authority to award punitive, consequential, special and/or indirect damages. The arbitrators shall not be entitled to issue injunctive and other equitable relief, unless a court would be unlikely to uphold the provision in this sentence. The cost of the arbitration proceeding and any proceeding in court to confirm or to vacate any arbitration award, as applicable (including, without limitation, reasonable attorneys’ fees and costs), shall be borne by the unsuccessful party, as determined by the arbitrators, and shall be awarded as part of the arbitrator’s award. It is specifically understood and agreed that any party may enforce any award rendered pursuant to the arbitration provisions of this Section by bringing suit in any court of competent jurisdiction. The parties agree that the arbitrator shall have authority to grant injunctive or other forms of equitable relief to any party. This Section shall survive the termination or cancellation of this Agreement.
- STRICT CONSTRUCTION. This Agreement is intended to express the natural intent of the parties hereto, and no rule of strict construction shall be applied.
ENTIRE AGREEMENT. This Agreement contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Agreement, and no prior agreement, understanding, or representation pertaining to any such matter shall be effective for any purpose. No provision of this Agreement may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest, subject to Section 2.