SERVICE AGREEMENT

August 30, 2023

SERVICE AGREEMENT BETWEEN UNIVERSAL TRANSIT CORP (CLIENT)

AND

__________________ (CONTRACTOR)


THIS AGREEMENT is made on the …………..day of………….20……., (hereinafter, “Effective
Date”) entered into by the Client of 40 Symmes DR, the City of Manalapan, State of New Jersey address,
Taxpayer ID Number (EIN/SSN/ITIN)______ and, the Contractor of
______________________address, Taxpayer ID Number (EIN/SSN/ITIN) ____________.
Client and Contractor collectively referred to as the “Parties” or individually as the “Party”) and includes
that Party’s successors and assigns.
In consideration of covenants and agreements contained in this agreement, and other good and valuable
consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and
conditions and to be bound thereby:

  1. COMMENCEMENT AND DURATION
    This agreement shall be valid from the Effective Date until termination.
  2. SERVICES
     The Contractor shall provide transportation services to the Client. The Contractor shall use
    reasonable good faith efforts in providing the services, perform the services to their best of their
    abilities and per industry standards.
     Contractor does not have the right to perform similar Services for others during the term of this
    Agreement.
     Contractor does not have the sole right to control and direct the means, manner, and method by
    which the Services required by this Agreement will be performed. Client shall select the routes
    taken, starting and quitting times, days of work, and order the work to be performed.
     Contractor has the right to hire assistants as subcontractors or to use employees to provide the
    Services required by this Agreement.
     The Contractor or Contractor’s employees or contract personnel shall be required to wear any
    uniforms provided by the Client.
     The Services required by this Agreement shall be performed by Contractor, Contractor’s
    employees, or contract personnel, and Client shall not hire, supervise, or pay any assistants to
    help Contractor.
     Neither Contractor nor Contractor’s employees or contract personnel shall receive any training
    from Client in the professional skills necessary to perform the Services required by this
    Agreement.
     Contractor shall be required by Client to devote full time to the performance of the Services
    required by this Agreement.
     The Contractor represents and warrants that Contractor and Contractor’s employees, and contract
    personnel will comply with all federal, state, and local laws including those pertaining licenses,
    business permits, and certificates required to carry out the Services herein.
     The Contractor is obliged to make a security deposit initially for 2,500 (Two thousand five
    hundred) US Dollars within 2 business days from the Effective Date, or it would be deducted
    from the Contractor’s first salary. Total amount of security deposit will be issued to the
    Contractor in 4 weeks from the termination date.
     The Contractor is obliged to act according to the directives of the Client and authorized
    personnel. The Contractor is not entitled to act willfully and conduct such actions which are
    against the company’s policy.
     The Contractor is not eligible to break and disregard the terms which are indicated in an inner
    policy of a company, because it is the indivisible part of this agreement. Due to violation of this
    provision on the first occasion, the Client is eligible to give a written warning to the Contractor.

On the second occasion, the carrier is authorized to detain the 20% of the Contractor’s weekly
payable total amount. On the third occasion, the Client has the right to terminate the agreement.

  1. CONTRACT SUM
    There will be an internal code written down and the Client shall have the right to deduct 20% of total
    weekly wages payable to the driver. The Contractor is being paid once in a week. The week includes all
    the calendrical days from Monday to Sunday. If the Contractor started performance of the service on any
    day except Monday the first performed week will include all the remaining days inclusive Sunday. The
    total amount to be paid by Client to Contractor is 25% (Twenty-Five percent) of the total Weekly Gross
    Book. If any brokerage expenses are related to any order the brokerage expenses will be deducted from
    the weekly income and the total amount payable to the Contractor will be calculated accordingly. The
    first payment will be processed after 12 Calendrical days after the first week of services has been
    performed.
    The payment for the services performed within the 2nd and all the other weeks are paid accordingly
    within 12 Calendrical days after the week has been completed. Contractor agrees to pay for the following
    service and charges for the included in Appendix 1(Rates for Supporting Services) ; Appendix 2 (Internal
    Policy); and Appendix 3 (Code of Conduct). If by the fault of the Contractor any payment that is related
    to the performed services is on hold that should have been paid to the Client, the Client is allowed to hold
    the same amount from the Contractor’s weekly payment unless the payment to Client is issued.
  2. EXPENSES
    The Client shall be responsible for all expenses incurred while performing Services under this Agreement.
    These expenses include automobile, truck, and other travel expenses, vehicle maintenance and repair
    costs, vehicle and other license fees and permits, insurance premiums, road, fuel, and other taxes, and all
    salary, expenses, and other compensation paid to Contractor to complete the work under this Agreement.
    The Client shall not reimburse to Contractor for any expenses that are not supported by the invoice and
    receipt. The expenses that are covered by the invoice and receipt and are related to the service provided
    within this agreement shall be reimbursed to the Contractor within thirty (7) days after receipt of the
    request. If any type of expense has occurred by the fault of the contractor, the Contractor agrees to
    reimburse all the expenses within 5 calendrical days upon the Client’s request.
  3. VEHICLES AND EQUIPMENT
    Client will furnish all vehicles, equipment, tools, and materials used to provide the Services required by
    this Agreement. The client will not require the Contractor to rent or purchase any equipment, product, or
    service as a condition of entering into this Agreement.
  4. RELATIONSHIP OF THE PARTIES
    The relationship of the parties hereto is that of an independent contractor. Accordingly, the Parties hereto
    are not deemed agents, partners, or joint venturers of the others for any purpose due to this agreement or
    the transactions contemplated thereby. The Client is not required to pay or make any contributions to any
    social security, local, state, or federal tax, unemployment compensation, workers compensation, insurance
    premium, profit-sharing, pension, or any other employee benefit for the Contractor during the term. The
    Contractor is responsible for paying and complying with reporting requirements for all local, state, and
    federal taxes related to payments made to the Contractor under this agreement; upon demand, Contractor
    shall provide Client with proof that such payments have been made. The Contractor hereby agrees that it
    will not represent to any third party that its engagement by the Client is in any capacity other than as an
    independent contractor.
  5. INSURANCE
    Client shall provide and obtain the following insurance coverage and maintain it during the entire term of
    this Agreement:
     Automobile liability insurance for each vehicle used in the performance of this Agreement —
    including owned, non-owned (for example, owned by Contractor’s employees), leased, or hired

vehicles — in the minimum amount of $150,000 combined single limit per occurrence for bodily
injury and property damage.
 Comprehensive or commercial general liability insurance coverage in the minimum amount of
$1,000,000 combined single limit, including coverage for bodily injury, personal injury, broad
form property damage, contractual liability, and cross-liability.
 The Client has the right to retain the Contractor’s payment to cover accidents, the total amount of
$2,500 will be deducted, but if the damage is estimated at 2,000 then just 2,000 will be deducted.
The Client shall have the right to retain this amount up to 4 weeks after contract termination to
cover instances where the Contractor fails to disclose traffic tickets issued under the Client’s
name.
 Before commencing any Services, the Contractor shall provide the Client with proof of this
insurance and with proof that Client has been made an additional insured under the policies.

  1. INDEMNIFICATION
    The Contractor shall indemnify and hold the Client harmless from any loss, damage or liability arising
    from performing Services under this Agreement.
  2. NON-SOLICITATION
    For the duration of this Agreement, any subsequent agreement executed for the same or similar purpose,
    and 5 years after the termination of this Agreement, the Contractor shall not interfere with the Client’s
    relationship with, or endeavor to entice away from the Client, the Client’s Customers, any officer, director
    or employee or any person who had a material business relationship with the Client in the duration of this
    Agreement.
    Violation of this clause will obligate the Contractor to compensate the Client, a total amount of 20,000
    (Twenty Thousand) US Dollars within 2 months from the violation date.
  3. TERMINATION
     Fulfillment of the parties’ obligations herein shall constitute termination of this agreement.
     Parties may terminate this agreement for reasonable cause. Reasonable cause includes; a material
    violation of this agreement; or any act exposing the other party to liability to others for personal
    injury or property damage. The Contractor may terminate this agreement upon service of 2
    week’s written notice, but the Client may terminate this agreement without notice.
     The termination of this agreement shall not discharge the liabilities accumulated by either Party.
     Any Clauses intended by the Parties or this agreement to survive the termination of this
    agreement shall survive the termination of this agreement by whatever cause.
  4. CONFIDENTIALITY
    Contractor acknowledges that it will be necessary for Client to disclose certain confidential and
    proprietary information to Contractor for Contractor to perform duties under this Agreement. All non-
    public, confidential or proprietary information of the Client, disclosed by the Client to the Contractor,
    whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and
    whether or not marked, designated or otherwise identified as “confidential” in connection with this
    Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or
    copied unless authorized in advance by the Client in writing. Upon the Client’s request, the Contractor
    shall promptly return all documents and other confidential materials received from the Client. This
    Section does not apply to information that is: (a) in the public domain; (b) known to the Contractor at the
    time of disclosure, or (c) rightfully obtained by the Contractor on a non-confidential basis from a third
    party. Contractor acknowledges that any breach or threatened breach of this Section will result in
    irreparable harm to Client for which damages would be an inadequate remedy. Therefore, Client shall be
    entitled to equitable relief, including an injunction, in the event of such breach or threatened breach. Such
    equitable relief shall be in addition to Client’s rights and remedies otherwise available at law.
    Proprietary Information. The product of all work performed under this Agreement (“Work Product”),
    including without limitation all notes, reports, documentation, drawings, computer programs, inventions,

creations, works, devices, models, works-in-progress, and deliverables will be the sole property of the
Client, and Contractor hereby assigns to the Client all right, title, and interest therein, including, but not
limited to, all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights, and
other proprietary rights therein. The Contractor retains no right to use the Work Product and agrees not to
challenge the validity of the Client’s ownership in the Work Product. Contractor hereby assigns to the
Client all right, title, and interest in all photographic images and videos or audio recordings made by the
Client during Contractor’s work for them, including, but not limited to, any royalties, proceeds, or other
benefits derived from such photographs or recordings. The Client will be entitled to use the Contractor’s
name and/or likeness in advertising and other materials.

  1. ASSIGNMENT AND DELEGATION
    Either Contractor or Client may assign rights and may delegate duties under this Agreement. Contractor
    may not assign or subcontract any rights or delegate any of its duties under this Agreement without
    Client’s prior written approval.
  2. DISPUTE RESOLUTION
    If a dispute arises under this Agreement, any party may take the matter to New Jersey state court, the
    authority of the county of Monmouth. If a dispute arises under this Agreement, the parties agree to first
    try to resolve the dispute with the help of a mutually agreed-upon mediator in Monmouth County, State of
    New Jersey. Any costs and fees other than attorney fees associated with the mediation shall be shared
    equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through
    mediation, the parties agree to submit the dispute to a mutually agreed-upon arbitrator in Monmouth
    County, State of New Jersey. Judgment upon the award rendered by the arbitrator may be entered in
    any court having authority to do so. Costs of arbitration, including attorney fees, will be allocated by the
    arbitrator.
  3. FORCE MAJEURE
    For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably
    avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to,
    war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other
    industrial action, terrorist acts, confiscation or any other action by government agencies. A Party’s failure
    to fulfill its obligations due to Force Majeure shall not be considered a breach of this Agreement,
    provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures,
    and minimal delay all to carry out the terms of this Agreement.
  4. DRAFTING RESPONSIBILITY
    Neither party shall be held to a higher standard than the other party in the interpretation or enforcement of
    this Contract as a whole or any portion hereof based on drafting responsibility.
  5. CHANGES TO THE AGREEMENT
    Either Party may request changes to the agreement, but they will only be effective if agreed in writing,
    and signed by all Parties. If any ambiguity is found in the agreement or various documents forming this
    agreement, the Parties shall issue any necessary clarification or instruction.
  6. NO WAIVER
    Except where otherwise provided, failure by the Client to enforce any of these terms or conditions shall
    not be a waiver of their right to enforce them. No waiver by the Client of any breach of, or of compliance
    with, any condition or provision of this Agreement by the Contractor shall be considered a waiver of any
    other condition or provision or of the same condition or provision at another time.
  7. SEVERABILITY
    The provisions of this agreement are severable. If any provision is held to be invalid or unenforceable, it
    shall not affect the validity or enforceability of any other provision.
  8. COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an
original and all of which taken together shall constitute one instrument.

  1. ENTIRE AGREEMENT
    This agreement constitutes the entire agreement between the parties. It supersedes all prior oral or written
    agreements or understandings between the Parties concerning the subject matter of this agreement. All
    documents annexed to this agreement shall be subject to the terms under this agreement, provided that the
    Parties append their signatures on the documents. The Parties will exercise utmost good faith in this
    agreement.
  2. HEADINGS
    The article and section headings in this agreement are for convenience; they form in no part of this
    agreement and shall not affect its interpretation.
  3. PRONOUNS
    All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter,
    singular, or plural, as the identity of the person or entity may require. As used in this agreement: words of
    the masculine gender shall mean and include corresponding neuter words or words of the feminine
    gender, and words in the singular shall mean and include the plural and vice versa.
  4. NOTICES
    Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be
    in writing and shall be deemed duly given:
    (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt,
    (ii) (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third
    business day after the date postmarked, or
    (iii) sent by email.
    at the above-mentioned addresses or such changed address as the Party shall have specified by written
    notice, provided that any notice of change of address shall be effective only upon actual receipt. Any
    notice delivered by email shall request a receipt thereof confirmed by email or in writing by the recipient,
    and the effective date of such notice shall be the date of receipt, provided such receipt has been confirmed
    by the recipient.
  5. GOVERNING LAW
    This Agreement shall be governed in all respects by the laws of New Jersey, and its Courts without regard
    to its conflict of law provisions.
    IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day and year set
    forth below.
    Signed by the duly authorized representative of
    the CLIENT

Signature: ………………………………………
Name: …………………………………………
Designation: ……………………………………
Date: …………………………………………….

Signed by the duly authorized representative of
the CONTRACTOR

Signature: ……………………………………
Name: …………………………………………
Designation: ……………………………………
Date: …………………………………………….

Appendix 1: Rates for Supporting Services

Nature of the case Service fees for Contractors
Paying Fines/violation – caused by Contractor $50
Settling/negotiating issues regarding delivery or pick-up. $120
settling/negotiating issues with the US Judicial System. $150
Preparing documentation for respective local authorities $180
Representing Driver’s interests at the administrative court. $200
Representing Driver’s interests in Private dispute Negotiable

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