Exclusive Automobile Mechanic Service Agreement

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Exclusive Automobile Mechanic Service Agreement Powered By Docstoc
					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
schedule.
                           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
Address] (“Territory”).

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
schedule.

   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
invoice.

   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
the Mechanic.

    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 [Percent] of the value of the average rental
rate per full day of the Vehicle. It is acknowledged and agreed that this amount is calculated to
be a reasonable estimate of the profits that will be lost by the Mechanic. Company may deduct
any such liquidated damages from the amount due in Mechanic’s next regular invoice.

6. Representations, Warranties, Indemnity, and Limitation of Liability.

   A. Mechanic represents and warrants that:

      i.  Mechanic has the complete power and authority to enter into this Agreement and that
this Agreement constitutes a valid and legally binding agreement enforceable against Mechanic.

    ii. Mechanic shall undertake and complete in a timely and good and workmanlike
manner the mechanical maintenance and service of the Vehicles.

    iii. Mechanic shall maintain, at a minimum, a standard garage keeper’s liability insurance
with a coverage limit in the amount of ___________ Dollars ($___) [Instruction: Insert
Amount]. On such insurance policies, the Company shall be listed as an additional insured. The
Contracted Party shall also maintain all other State legislated workers’ compensation insurance
coverage and any other insurance as may be reasonably required.

    B. Mechanic shall, at its own expense, indemnify, save and hold Company harmless from
any and all damages, losses and costs (including, but not limited to, legal costs and attorneys'
fees) incurred or sustained by reason of or arising out of any breach or alleged breach by
Mechanic of any of the representations, warranties, or agreements herein made by Mechanic.
Without limiting any right or remedy otherwise available to Company, in the event of any such
claim, the Company shall have the right to withhold from any monies payable hereunder an
amount reasonably related to such claim, including but not limited to anticipated legal fees and
costs.

    C. Mechanic’s liability hereunder shall be strictly limited to the value of the services agreed
to be performed. Mechanic shall not be liable for any general, special, incidental or
consequential damages including, but not limited to, property and equipment damage, loss of
production, loss of profits, loss of revenue, or any other business or economic disadvantage
suffered by Company (specifically excluding the damages set forth in paragraph 55.B) hereof) or
Company’s customers on account of any default or negligence of Mechanic. Company shall
ensure that each contract entered into with a customer provides for a limitation of liability in
accordance herewith and agrees to indemnify and hold Mechanic harmless from any claims or
judgments brought or made against Mechanic in contravention or excess thereof.

7. Miscellaneous.

    A. In the event that any provision or part of this Agreement shall be deemed void or invalid
by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full
force and effect.

   B. This Agreement is not assignable or transferable by either party, in whole or in part,
without the prior written consent of the non-assigning party.
    C. This Agreement constitutes the entire agreement between the parties hereto with respect
to the specific subject matter hereof and supersedes all prior agreements or understandings of any
kind with respect to the specific subject matter hereof.

    D. Any modification to this Agreement must be in writing and signed by the parties or it
shall have no effect and shall be void.

    E. This Agreement shall be governed in accordance with the laws of the State of
_____________, [Instruction: Insert State], applicable to agreements to be wholly performed
therein, with jurisdiction exclusive to the Federal and State courts located in the County of
_____________ [Instruction: Insert County], State of ______________ [Instruction: Insert
State].

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first
written above.


MECHANIC:


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]


COMPANY:


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]

				
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Description: 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 schedule.