This is an agreement between an auto mechanic and a car rental company, whereby
the mechanic is engaged to be the exclusive mechanic for the company during the term
and for the territory specified. The company agrees to pay the mechanic a fixed hourly
rate for all services and pay for all parts. The mechanic agrees to repair vehicles
pursuant to a fixed schedule and for unscheduled repairs to make the company’s
vehicles top priority. Each side agrees to liquidated damages, for the company, if it
uses a third party mechanic; for mechanic, if the mechanic does not meet the production
EXCLUSIVE SERVICE AGREEMENT
THIS EXCLUSIVE SERVICE AGREEMENT (the “Agreement”), made as of ___________
[Instruction: Insert Date], by and between ___________ [Instruction: Insert Name of Rental
Car Company], ___________ [Instruction: Insert Address] (the “Company”) and
___________ [Instruction: Insert Name of Mechanic], ___________ [Instruction: Insert
Address] (the “Mechanic”).
WHEREAS, Company owns and controls vehicles (each a “Vehicle”), which Company rents to
clients in the course of its car rental business;
WHEREAS, during the course of Company’s business, the Vehicles need mechanical
maintenance and service, whether such maintenance and service is scheduled or unscheduled,
major or minor;
WHEREAS, Mechanic is in the business of providing mechanical maintenance and service;
WHEREAS, Company desires to engage Mechanic as the exclusive mechanical maintenance and
service provider for the Vehicles and Mechanic desires to accept such engagement.
NOW, THEREFORE, in consideration of the promises and other good and valuable
consideration set forth, the parties agree as follows:
1. Term and Termination.
A. The term of this Agreement shall be for a period of ___________ (___) years
[Instruction: Insert Term], commencing upon the date hereof (the “Term”), unless otherwise
terminated pursuant to paragraph 1(B) hereof.
B. This agreement may be terminated by either party upon written notice in the event that:
i. Either party breaches a material provision or defaults on its obligations hereunder,
provided that the party alleging breach provides written notice describing said breach, and the
allegedly breaching party fails to remedy the alleged breach within (30) days;
ii. Any representation or warranty made herein shall be found to be false, incorrect or
misleading in any material respect, by omission or otherwise; or
iii. Either party becomes insolvent, bankrupt, liquidated, dead, or disabled.
2. Territory. The territory of this Agreement shall be ___________ [Instruction: Insert
3. Exclusive Engagement. Throughout the Term and within the Territory hereof, Company
agrees to exclusively use Mechanic for the scheduled and unscheduled mechanical maintenance
and service of all Vehicles, whether such mechanical maintenance and service is major or minor.
In connection therewith, Mechanic shall perform Mechanic’s services subject to following
A. Minor Scheduled Service. Mechanic shall perform regularly scheduled minor
mechanical service on the Vehicles within ___________ (___) [Instruction: Insert Time]
working days from delivery;
B. Major Scheduled Service. Mechanic shall perform regularly scheduled major mechanical
service on the Vehicles within ___________ (___) [Instruction: Insert Time] working days
from delivery; and
C. Unscheduled Service. Mechanic shall make any and all unscheduled service on the
Vehicles Mechanic’s top priority, ahead of Mechanic’s other clients.
4. Compensation. Company agrees to pay Mechanic the following amounts for Mechanic’s
services hereunder. Company shall pay all amounts owing (including all applicable taxes) to the
Mechanic within thirty (30) days of receipt of an itemized invoice indicating the amount due. All
past due accounts shall be subject to interest at the legal rate from and after the date of the
A. Hourly Rate. Company shall pay Mechanic an hourly rate of ___________ Dollars
($___) [Instruction: Insert Amount] per hour.
B. Parts. Company shall pay Mechanic the quoted costs of any parts used by Mechanic in
connection with Mechanic’s services rendered hereunder, provided Mechanic uses best efforts to
obtain such parts at the most advantageous rate.
5. Liquidated Damages
A. Company’s Breach of Exclusivity. In the event that Company fails to use Mechanic for
the mechanical maintenance and service of a Vehicle, which pursuant to the terms of this
Agreement Company was obligated to use Mechanic, then in addition to any other rights and
remedies Mechanic may have herein or at law or in equity, Company shall pay to Mechanic, as
liquidated damages, and not as a penalty, an amount equal to ___________ percent (___%)
[Instruction: Insert [Percent] of the value of the service rendered. It is acknowledged and
agreed that this amount is calculated to be a reasonable estimate of the profits that will be lost by
B. Mechanic’s Failure to Timely Perform Services. In the event that Mechanic fails to
comply with the schedule for mechanical maintenance and service set forth in paragraph 3
hereof, unless said delay was caused by the unavailability of parts or by force majeure, then in
addition to any other rights and remedies Company may have herein or at law or in equity,
Company shall pay to Mechanic, as liquidated damages, and not as a penalty, an amount equal to
___________ percent (___%) [Instruction: Insert [