INDEPENDENT CONTRACTOR AGREEMENT

August 26, 2023

INDEPENDENT CONTRACTOR AGREEMENT

This Agreement (this “Agreement”) is made effective as of ____________by and between ______________________ (the “Company”), of _____,
_____, ______________________, and
___________ (the “Fleet Manager”), of _____,
_____, and ______________________. In this
Agreement, the party who is contracting to receive the services shall be referred to as
“Company”, and the party who will be providing the services shall be referred to as
“Fleet Manager.”

  1. DESCRIPTION OF SERVICES. The Fleet Manager will provide the following
    services (collectively, the “Services”): maintain departmental compliance with
    company policies and procedures, ensure departmental adherence to applicable
    laws and regulations, recordkeeping, manage other employees, schedule, route,
    maintain and track transport vehicles, negotiate with suppliers and resolve
    disputes.
  2. PAYMENT FOR SERVICES. The Company will reimburse the Fleet Manager a
    weekly payment of $ 750.
  3. TERM/TERMINATION. This Agreement will be binding on the parties in
    perpetuity. A regular, ongoing relationship of indefinite term is contemplated.
    The Company has no right to assign services to the Fleet Manager other than as
    specifically contemplated by this Agreement. However, this Agreement may be
    terminated by non-performance or poor performance of the Fleet Manager and
    negative reviews from the subordinates.
  4. RELATIONSHIP OF PARTIES. It is understood by the parties that the Fleet
    Manager is an independent Contractor with respect to the Company, and not an
    employee or partner of the Company. The Company will not provide fringe
    benefits, including health insurance benefits, paid vacation, or any other
    Employee benefit, for the benefit of the Fleet Manager. However, they will cater
    for gas, insurance, repairs, damages and cosmetic changes expenses. The Fleet
    Manager will be tax exempt and will be required to fill out a 1099 form
    individually.
  5. CONFIDENTIALITY. Fleet Manager may have had access to proprietary, private
    and/or otherwise confidential information (“Confidential Information”) of the
    Company. Confidential Information shall mean all non-public information which
    constitutes, relates or refers to the operation of the business of the Company,
    including without limitation, all financial, investment, operational, personnel,
    sales, marketing, managerial and statistical information of the Company, and any

and all trade secrets, customer lists, or pricing information of the Company. The
nature of the information and the manner of disclosure are such that a
reasonable person would understand it to be confidential. The Fleet Manager will
not at any time or in any manner, either directly or indirectly, use for the personal
benefit of the Fleet Manager, or divulge, disclose, or communicate in any manner
any Confidential Information. The Fleet Manager will protect such information
and treat the Confidential Information as strictly confidential. This provision shall
continue to be effective after the termination of this Agreement. Upon termination
of this Agreement, the Fleet Manager will return to the Company all Confidential
Information, whether physical or electronic, and other items that were used,
created, or controlled by the Fleet Manager during the term of this Agreement.
This Agreement is in compliance with the Defend Trade Secrets Act and provides
civil or criminal immunity to any individual for the disclosure of trade secrets: (i)
made in confidence to a federal, state, or local government official, or to an
attorney when the disclosure is to report suspected violations of the law; or (ii) in
a complaint or other document filed in a lawsuit if made under seal.

  1. INJURIES. The Fleet Manager acknowledges the Fleet Manager’s obligation to
    obtain appropriate insurance coverage for the benefit of the Fleet Manager (and
    the Fleet Manager’s Fleet Managers, if any). The Fleet Manager waives any
    rights to recovery from the Company for any injuries that the Fleet Manager
    (and/or Fleet Manager’s Fleet Managers) may sustain while performing services
    under this Agreement and that are a result of the negligence of the Fleet
    Manager or the Fleet Manager’s Fleet Managers. Fleet Manager will provide the
    Company with a certificate naming the Company as an additional insured party.
  2. INDEMNIFICATION. The Fleet Manager agrees to indemnify and hold harmless
    the Company from all claims, losses, expenses, fees including attorney fees,
    costs, and judgments that may be asserted against the Company that result from
    the acts or omissions of the Fleet Manager, the Fleet Manager’s Fleet Managers,
    if any, and the Fleet Manager’s agents.
  3. NO RIGHT TO ACT AS AGENT. An “employer-Fleet Manager” or “principal-
    agent” relationship is not created merely because (1) the Company has or retains
    the right to supervise or inspect the work as it progresses in order to ensure
    compliance with the terms of the contract or (2) the Company has or retains the
    right to stop work done improperly. The Fleet Manager has no right to act as an
    agent for the Company and has an obligation to notify any involved parties that it
    is not an agent of the Company.
  4. DISPUTE RESOLUTION. Any disputes arising between the Fleet Manager and
    the Company regarding the subject matter of this Agreement will be solved in
    good faith through mediation. If mediation fails, the Parties will resort to
    Arbitration.
  5. ENTIRE AGREEMENT. This Agreement constitutes the entire contract between
    the parties. All terms and conditions contained in any other writings previously
    executed by the parties regarding the matters contemplated herein shall be
    deemed to be merged herein and superseded hereby. No modification of this
    Agreement shall be deemed effective unless in writing and signed by the parties
    hereto.
  6. WAIVER OF BREACH. The waiver by the Company of a breach of any provision
    of this Agreement by Fleet Manager shall not operate or be construed as a
    waiver of any subsequent breach by Fleet Manager.
  7. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or
    unenforceable for any reason, the remaining provisions shall continue to be valid
    and enforceable. If a court finds that any provision of this Agreement is invalid or
    unenforceable, but that by limiting such provision it would become valid and
    enforceable, then such provision shall be deemed to be written, construed, and
    enforced as so limited.
  8. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
    of Texas.
    IN WITNESS WHEREOF, the Parties agree to be bound as follows:
    COMPANY
    Name: ___________
    Signature: ____________
    Date: ___________

FLEET MANAGER
Name: ___________
Signature: ____________
Date: __________

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