Dispatch Service Agreement


This Agreement is entered into by and between ELITE DRIVER SYSTEMS (EDS), on the one hand, and, on the other, the below identified Motor Carrier:

Motor Carrier Address(Required)
Principal Contact and Title(Required)

ELITE DRIVER SYSTEMS (“EDS”) and the above identified motor carrier (“CARRIER”) are each desirous of entering into a relationship where under EDS shall perform certain Agency and Dispatch Services for CARRIER in connection with CARRIER’s operations as a for-hire carrier transporting property in interstate and foreign commerce or, when applicable, in the intrastate commerce of any state. Generally, and is more fully described below, EDS’s Agency and Dispatch Services shall include EDS’s provision to CARRIER’s drivers routine load information, together with any special instructions, in such manner as to facilitate the drivers’ efficient origination and delivery of commercial freight sourced in CARRIER’s name through the efforts of EDS and CARRIER. EDS shall further assist CARRIER by providing a billing and payment processing service for charges due to CARRIER from the party responsible for payment of all freight and accessorial services due to CARRIER as a result of its provision of carrier services.

In consideration of the promises, representations and undertakings stated below, which consideration each of the parties deems both valuable and sufficient, it is agreed as follows:


A. SHIPMENTS: EDS shall use resources reasonably available to it in order to identify shipments suitable for transportation by CARRIER. When identified, EDS shall inform CARRIER of (i) place of origin and destination of such shipments; and (ii) if applicable, any special shipping and handling instructions, special equipment requirements, or value of shipments in excess of the amount specified in Par. 3C(vi) below, of which EDS has been timely notified. As a precondition to EDS’s performance of its obligations hereunder, and to facilitate that performance, CARRIER shall deliver to EDS evidence of authority granted to EDS by CARRIER, in such form as substantially conforming with the attached Appendix “A,” to act as CARRIER’s agent and in the name of CARRIER in the performance of such acts, including the execution of documents, as may be required to establish a carrier relationship with any shippers, consignees, or other parties controlling the tender of freight for transportation purposes.

B. RATES: Charges assessable to any shipper, consignee or other party responsible for payment of freight charges on any shipment transported by CARRIER pursuant to this Agreement shall be those charges confirmed and communicated in writing (FAX, text or email) between EDS and CARRIER prior to CARRIER’s provision of transportation services. Confirmed rates shall be deemed to be inclusive of all rates and charges by CARRIER, including but not limited to stop-offs, detention, loading or unloading, fuel surcharges, or other accessorial charges, tariff rates, released rates or values, or tariff rules or circulars. In the event that neither CARRIER nor EDS are able to identify and produce evidence of written rate confirmation, CARRIER’s acceptance of dispatch from EDS with respect to any individual shipment shall be deemed an irrebuttable presumption of CARRIER’s prior confirmation of the charges arranged by EDS as applicable to that shipment. Nothing herein is intended or shall be construed as preventing CARRIER from providing advanced confirmation of rates and charges, or a range of rates and charges, either of a generalized character or applicable
to specific commodities or specific traffic lanes, which EDS may rely upon and utilize for purposes of pre-shipment communications as CARRIER’s agent with any shipper, consignee or other party responsible for payment of freight charges on any shipment transported by CARRIER pursuant to this Agreement.

C. BILLING: EDS shall administer CARRIER’s invoicing to shippers, consignees, or other parties responsible for payment, which invoicing shall be performed by EDS in the name of CARRIER. The party responsible for payment shall be directed to remit payment of CARRIER’s charges to EDS. CARRIER shall execute any and all consents, directives, or other evidences as are necessary to effectively communicate this manner of payment to the party responsible for payment of the freight charges. EDS shall provide to CARRIER a copy of invoices administered for CARRIER by EDS, either at the time of Payment (as set forth below) or upon request by CARRIER. Payments remitted to EDS on behalf of CARRIER shall be deposited by EDS in a commercial banking account separate from the general business accounts of EDS, and EDS shall not comingle such deposits with deposits over which EDS otherwise asserts separate individual ownership. Nothing herein is intended, or shall be construed, however, as preventing EDS from utilizing a single account for purposes of deposit of amounts received by EDS in connection with CARRIER’s billings, on the one hand, and, on the other, amounts received by EDS under similar circumstances relating to billings of other carriers with whom EDS maintains a Dispatch Service Relationship.

D. PAYMENT: Unless CARRIER and EDS have entered into a factor agreement in such form as substantially corresponding to the attached Appendix “B,” once each calendar week, EDS shall remit to CARRIER all funds collected in the preceding calendar week by EDS on CARRIER’s behalf from shippers, consignees, or other parties responsible for payment of CARRIER’s charges, less EDSs Fees earned by EDS pursuant to this Agreement, as well as any other amounts then owed for any reason by CARRIER to EDS. At the time of payment, EDS shall provide CARRIER an accounting of amounts collected by EDS, and their disposition, for the time period in question. EDS’s obligation to remit payment to CARRIER arises solely upon, and to the extent of, EDS’s receipt of payment on behalf of CARRIER for invoices issued pursuant to this Agreement by EDS to shippers, consignees, or other parties responsible for payment of CARRIER’s charges. Nothing herein is intended or shall be construed to create an obligation on the part of EDS to pay CARRIER’s assessed charges when those charges are unpaid by the shipper, consignee, or other party responsible for payment. Within the first 180 calendar days from the date of the invoice, CARRIER shall not, without EDS’s written consent (which consent shall not be unreasonably withheld), take any action of any sort, whether in the form of demand or litigation, against the shipper, consignee, or other party responsible for payment in order to collect unpaid charges of the CARRIER. During the described 180-day period, EDS shall be solely responsible for deciding and implementing a plan of action for collection of CARRIER’s unpaid charges. After the initial 180 day period, any decision as to a course of action for collection of unpaid charges shall require written agreement of CARRIER and EDS. CARRIER shall have ultimate responsibility for all third party costs and charges, including reasonable attorney’s fees, incurred in any effort pursuant to this Agreement to collect CARRIER’s unpaid charges, whether within or after the previously described 180 day period, and CARRIER shall
reimburse and hold harmless EDS with respect to any such costs and charges incurred by or assessed to EDS.

E. FACTORING: In the event that CARRIER and EDS have entered into a factor agreement in such form as substantially corresponding to the attached Appendix “B,” payment of CARRIER by EDS shall be pursuant to the factor agreement, and not pursuant to Section, D, above. In the event of any conflict between any provision of the factor agreement, on the one hand, and, on the other, any provision of this Agency and Dispatch Service Agreement, the provisions of the factor agreement.

F. EDS’s FEES. When remitting payment to CARRIER, EDS shall deduct from the collected and separately maintained funds amounts equal to (i) EDS’s fee for the Dispatch Services performed, determined as a percentage of CARRIER’s “Adjusted Revenues” (“EDS’s Fees”) and (ii) the amount of any other obligation by CARRIER to EDS arising under this Agreement. CARRIER’s “Adjusted Revenues” shall be the gross amount of the line haul, fuel surcharges, tolls and any accessorials. EDS’s Fee for its Dispatch Services shall then be determined by multiplying Adjusted Revenues by EDS’s Fee Percentage. The amount calculated in this manner, less the amount of any other obligation then owed by CARRIER to EDS, shall be paid to CARRIER from the separate account. In the absence of a different amount being reflected in the information exchanged between EDS and CARRIER to confirm CARRIER’s acceptance of a shipment or series of shipments in a particular traffic lane or for a particular shipper, EDS’s “Fee Percentage” shall be eight percent (8%). If a different amount is established in the manner described then that amount shall instead be used to calculate EDS’s Fees.

G. BOND: The services performed by EDS shall be performed as agent of the CARRIER pursuant to the authority grated EDS by CARRIER pursuant to this Agreement and any of its ancillary documents. In the event, however, that it is subsequently determined for any reason that EDS’s services constitute the services of a property broker as defined at 49 CFR 371.2(a), the parties recognize that EDS is licensed by the Federal Motor Carrier Safety Administration to perform those services in MC-819161. In connection with that authorization, EDS maintains, and shall continue to maintain, the surety bond /trust fund on file with the Federal Motor Carrier Safety Administration (FMCSA) as required by that agency’s regulations relating to operations of transportation property brokers in the amount of
$75,000.00. Nothing herein is intended, or shall be construed, as a representation or warrant that the Agency and Dispatch Services described in this Agreement do or do not fall within the scope of the operations of transportation property brokers.

H. EDS’s responsibility pursuant to this Agreement is limited to the described Agency and Dispatch Services, and nothing herein is intended or shall be construed as recognizing or imposing any duty on the part of EDS to actually perform transportation of any shipper’s freight.

I. Nothing herein is intended or shall be construed as obligating EDS, in the performance of tis Agency and Dispatch Services, to secure during the term of this Agreement or during any period of time within the Agreement’s term any minimum number of shipments or volume of freight, or freight of any particular character moving in any particular traffic lane.


CARRIER agrees, represents and warrants that it:

A. Is a Registered Motor Carrier of Property authorized to provide transportation of property under contracts with shippers and receivers and/or transportation property brokers of general commodities.

B. Shall transport the property, under its own operating authority and subject to the terms of this Agreement;

C. Makes the representations herein for the purpose of inducing EDS to enter into this Agreement.

D. Agrees that a Shipper’s insertion of EDS’s name as the carrier on a bill of lading shall be for the Shipper’s convenience only and shall change neither EDS’s status as CARRIER’s agent/dispatch service provider nor CARRIER’s status as a motor carrier.

E. Will not broker, co-broker, subcontract, assign, interline, or transfer the transportation of shipments hereunder to any other persons or entity conducting business under a different operating authority, without prior written consent of EDS. If CARRIER breaches this provision, EDS shall have the right of paying the monies it holds on behalf of CARRIER directly to the delivering carrier, in lieu of payment to CARRIER. Upon EDS’s payment to delivering carrier, CARRIER shall not be released from any liability to EDS under this Agreement. In addition to the indemnity obligation in Par 2.H, CARRIER will be liable for consequential damages for violation of this provision.

F. (i) Is in, and shall maintain compliance during the term of this Agreement with, all applicable federal, state and local laws relating to the provision of its services including, but not limited to: transportation of Hazardous Materials (including the licensing and training of Haz Mat qualified drivers), as defined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that any shipments hereunder constitute Hazardous Materials; security regulations; owner/operator lease regulations; loading and securement of freight regulations; implementation and maintenance of driver safety regulations including, but not limited to, hiring, controlled substances and alcohol testing, and hours of service regulations; sanitation, temperature, and contamination requirements for transporting food, perishable, and other products, qualification and licensing and training of drivers; implementation and maintenance of equipment safety regulations; maintenance and control of the means and method of
transportation including, but not limited to, performance of its drivers; all applicable insurance laws and regulations including but not limited to workers’ compensation.

(ii) Is solely responsible for any and all management, governing, discipline, direction and control of its employees, owner/operators, and equipment with respect to operating within all applicable federal and state legal and regulatory requirements to ensure the safe operation of CARRIERS vehicles, drivers and facilities. CARRIER and EDS agree that safe and legal operation of the CARRIER and its drivers shall completely and without question govern and supersede any service requests, demands, preferences, instructions, and information from EDS or any other party with respect to any shipment at any time.

G. CARRIER will notify EDS immediately if its federal Operating Authority is revoked, suspended or rendered inactive for any reason; and/or if it is sold, or if there is a change in control of ownership, and/or any insurance required hereunder is threatened to be or is terminated, cancelled, suspended, or revoked for any reason.

H. (i) CARRIER shall defend, indemnify and hold EDS and any involved shipper, consignee or property broker harmless from any claims, actions or damages, arising out of CARRIER’s performance under this Agreement, including cargo loss and damage, theft, delay, damage to property, and personal injury or death. Neither Party shall be liable to the other for any claims, actions or damages due to the negligence or intentional act of the other Party, or any involved shipper, consignee or property broker. The obligation to defend shall include all costs of defense as they accrue.

(ii) CARRIER’s maintenance of insurance pursuant to sub-paragraph 3D, while required, shall not be deemed to discharge Carrier from any liability, whether in whole or in part, arising under this Agreement unless otherwise agreed in writing.

I. Does not have an “Unsatisfactory” safety rating issued by the Federal Motor Carrier Safety Administration (FMCSA), U.S. Department of Transportation, and will notify EDS in writing immediately if its safety rating is changed to “Unsatisfactory” or “Conditional”.

J. Has been afforded a sufficient opportunity to investigate and assess EDS, both with regard to its operational capabilities and its commercial reputation and standing, and CARRIER has reached its decision to enter into this Agreement solely upon such investigations and assessments and the content of this Agreement. EDS has made no representations of any character not expressly reflected in this Agreement upon which CARRIER has relied for purposes of entering into this Agreement.

K. On behalf of shippers, consignees and EDS interests, to the extent that any shipments subject to this Agreement are transported within the State of California on refrigerated equipment, CARRIER warrants that it shall only utilize equipment which is in full compliance with the California Air Resources Board (CARB) Transport Refrigerated Unit (TRU) Airborne Toxic Control Measure (ATCM) in-use regulations. CARRIER shall be liable to EDS for any penalties, or any other liability, imposed on, or assumed by EDS due to penalties imposed on
EDS or any shipper, consignee or property broker because of CARRIER's use of non- compliant equipment.


A. EQUIPMENT: Subject to its representations and warranties in Paragraph 2 above, CARRIER agrees to provide the necessary equipment and qualified personnel for completion of the transportation services subject to this Agreement. CARRIER will not supply equipment that has been used to transport hazardous wastes, solid or liquid, regardless of whether they meet the definition in 40 C.F.R. §261.1 et. seq. CARRIER agrees that all shipments will be transported and delivered with reasonable dispatch, or as otherwise agreed in writing.

B. BILLS OF LADING: CARRIER shall sign a bill of lading, produced by shipper or CARRIER in compliance with 49 C.F.R. §373.101 (and any amendments thereto), for the property it receives for transportation under this Agreement. Unless otherwise agreed in writing, CARRIER shall become fully responsible/liable for the freight when it takes/receives possession thereof, and the trailer(s) is loaded, regardless of whether a bill of lading has been issued, and/or signed, and/or delivered to CARRIER, and which responsibility/liability shall continue until delivery of the shipment to the consignee and the consignee signs the bill of lading or delivery receipt. Any terms of the bill of lading (including but not limited to payment and credit terms, released rates or released value) inconsistent with the terms of this Agreement shall be ineffective. Failure to issue a bill of lading, or sign a bill of lading acknowledging receipt of the cargo, by CARRIER, shall not affect the liability of CARRIER.


(i) CARRIER shall comply with 49 C.F.R. §370.1 et seq. and any amendments and/or any other applicable regulations adopted by the Federal Motor Carrier Safety Administration, U.S. Department of Transportation, or any applicable state regulatory agency, for processing all loss and damage claims and salvage and

(ii) CARRIER’s liability for any cargo damage, loss, or theft from any cause shall be determined under the Carmack Amendment, 49 U.S.C. §14706; and

(iii) Special Damages: CARRIER’s indemnification liability (Par 2.H) for freight loss and damage claims under this sub-par C (ii) shall include legal fees which shall constitute special damages, the risk of which is expressly assumed by CARRIER, and which shall not be limited by any liability of CARRIER under Subp. (ii) above.

(iv) Except as provided in Par 2.E above, neither Party shall be liable to the other for consequential damages without prior written notification of the risk of loss and its approximate financial amount, and agreement to assume such responsibility in writing.

(v) Notwithstanding the terms of 49 CFR 370.9 CARRIER shall pay, decline or make settlement offer in writing on all cargo loss or damage claims within 30 days of receipt of the claim. Failure of CARRIER to pay, decline or offer settlement within this 30-day period shall be deemed admission by CARRIER of full liability for the amount claimed and a material breach of this Agreement.

(vi) CARRIER’s liability for cargo damage, loss, or theft from any cause for any one shipment, under Subp. ii above shall not exceed $100,000.00 unless CARRIER is notified by EDS or Shipper of the increased value 2 days prior to shipment pick up.

D. INSURANCE: CARRIER shall furnish EDS with Certificate(s) of Insurance, or insurance policies providing thirty (30) days advance written notice of cancellation or termination, and unless otherwise agreed, subject to the following minimum limits: General liability $1,000,000.00; motor vehicle (including hired and non-owned vehicles)
$1,000,000.00, ($5,000,000 if transporting hazardous materials including environmental damages due to release or discharge of hazardous substances); cargo damage/loss,
$100,000.00; workers’ compensation with limits required by law. Except for the higher coverage limits which may be specified above, the insurance policies shall comply with minimum requirements of the Federal Motor Carrier Safety Administration and any other applicable regulatory state agency. Nothing in this Agreement shall be construed to avoid or limit CARRIER’s liability due to any exclusion or deductible in any insurance policy.

E. CARRIER assumes full responsibility and liability for payment of the following items: All applicable federal, state, and local payroll taxes, taxes for unemployment insurance, old age pensions, workers’ compensation, social security, with respect to persons engaged in the performance of its transportation services hereunder. EDS shall not be liable for any of the payroll-related tax obligations specified above and CARRIER shall indemnify, defend, and hold EDS harmless from any claim or liability imposed or asserted against EDS for any such obligations.

F. CARRIER assumes and shall be deemed solely responsible for any and all costs and expenses associated with CARRIER’s provision of transportation services, and shall indemnify and hold harmless EDS against any claim involving, whether directly or indirectly, such costs and expenses.


A. RELATIONSHIP: It is understood and agreed that the relationship between CARRIER and EDS is that of principal/agent, with EDS performing its services as CARRIER’s agent in the capacity of an independent contractor. None of the terms of this Agreement, or any act or omission of either Party shall be construed for any purpose to express or imply a joint venture, partnership, or employer/employee relationship between the Parties. CARRIER shall provide the sole supervision and shall have exclusive control over the operations of its employees, contractors, subcontractors, agents, as well as all vehicles and equipment used to perform its transportation services hereunder. Other than the provision of dispatch information, EDS has no right to discipline or direct the performance of any driver and/or employees, contractors, subcontractors, or agents of CARRIER.

B. NON-EXCLUSIVE AGREEMENT: CARRIER and EDS acknowledge and agree that this contract does not bind the respective Parties to exclusive services to each other. Either
party may enter into similar agreements with other carriers, transportation property brokers, freight forwarders, carrier agents or dispatch service providers.


(i) Failure of either Party to enforce a breach or waiver of any provision or term of this Agreement shall not be deemed to constitute a waiver of any subsequent failure or breach, and shall not affect or limit the right of either Party to thereafter enforce such a term or provision.

(ii) To the extent that terms and conditions herein are inconsistent with Part (b), Subtitle IV, of Title 49 U.S.C. (ICC Termination Act of 1995), the Parties expressly waive any or all rights and remedies they may have under the Act.

D. DISPUTES: In the event of a dispute arising out of this Agreement, including but not limited to Federal or State statutory claims, the Party's sole recourse (except as provided below) shall be to arbitration. Proceedings shall be conducted under the rules of the Transportation Arbitration and Mediation PLLC (TAM) or American Arbitration Association (AAA), at EDS’s sole discretion. Arbitration proceedings shall be started within eighteen (18) months from the date of delivery or scheduled date of delivery of the freight, whichever is later. Upon agreement of the Parties, arbitration proceedings may be conducted outside of the administrative control of the TAM or AAA. The decision of the arbitrators shall be binding and final and the award of the arbitrator may be entered as judgment in any court of competent jurisdiction. The rationale and reasoning of the decision of arbitrator(s) shall be fully explained in a written opinion. The prevailing party shall be entitled to recovery of costs, expenses and reasonable attorney fees as well as those incurred in any action for injunctive relief, or in the event further legal action is taken to enforce the award of arbitrators. Arbitration proceedings shall be conducted at the office of the AAA or TAM nearest Flint, MI or such other place as mutually agreed upon in writing, or by conference call or video conferencing upon agreement of the Parties, or as directed by the acting arbitration association. Provided, however, either Party may apply to a court of competent jurisdiction for injunctive relief. Unless preempted or controlled by federal transportation law and regulations, the laws of the State of Michigan shall be controlling notwithstanding applicable conflicts of laws rules. The arbitration provisions of this paragraph shall not apply to enforcement of the award of arbitration.

(i) Subject to the time limitation set forth in Sub. D above, for disputes where the amount in controversy exceeds $100,000.00, EDS shall have the right, but not the obligation, to select litigation in order to resolve any disputes arising hereunder. In the event of litigation, the prevailing Party shall be entitled to recover costs, expenses and reasonable attorney fees, including but not limited to any incurred-on appeals.

(ii) Subject to the time limitation set forth in Sub. D above, for disputes where the amount in controversy does not exceed $3,500.00, EDS shall have the right, but not the obligation, to select litigation in small claims court order to resolve any disputes arising hereunder. The prevailing Party shall be entitled to recover costs, expenses and reasonable attorney fees, including but not limited to any incurred-on appeals.

(iii) Venue, controlling law, and jurisdiction in any legal proceedings under Sub- paragraphs. i or ii above shall be in the State of Michigan.


(i) Unless otherwise agreed in writing, CARRIER shall not knowingly solicit freight shipments (or accept shipments) for a period of 12 month(s) following termination of this Agreement for any reason, from any shipper, consignor, consignee, or other entity, served by CARRIER prior to termination of this Agreement as a result of EDS’s performance of its Agency and Dispatch Services as described herein.

(ii) In the event of breach of this provision, EDS shall be entitled, for a period of 12 months following delivery of the last shipment transported by CARRIER under this Agreement, to a commission of eight percent (8%) of the gross transportation revenue (as evidenced by freight bills) received by CARRIER for the transportation of said freight as liquidated damages. Additionally, EDS may seek injunctive relief and in the event it is successful, CARRIER shall be liable for all costs and expenses incurred by EDS, including, but not limited to, reasonable attorney's fees.


(i) In addition to Confidential Information protected by law, statutory or otherwise, the Parties agree that all of their financial information and that of their customers, including but not limited to freight rates, amounts received for services, amounts of freight charges collected, freight volume requirements, as well as personal customer information, customer shipping or other logistics requirements shared or learned between the Parties and customers, shall be treated as Confidential, and shall not be disclosed to or be permitted to be used by any third party for any reason without prior written consent. Nothing herein is intended or shall be construed, however, as in any manner affecting by way of any limitation, any restriction or any other means EDS’s performance of agency and dispatch services for third parties whether during or subsequent to the termination of this Agreement.

(ii) In the event of violation of this Confidentiality paragraph, the Parties agree that the remedy at law, including monetary damages, may be inadequate and that the Parties shall be entitled, in addition to any other remedy they may have, to an injunction restraining the violating Party from further violation of this Agreement in which case the prevailing Party shall be liable for all costs and expenses incurred, including but not limited to reasonable attorney’s fees.

G. The limitations of liability for cargo loss and damage as well as other liabilities, arising out of the transportation of shipments, which originate outside the United States of America, may be subject to the laws of the country of origination.

H. MODIFICATION OF AGREEMENT: Unless (and only to the extent) of different procedures expressly set forth herein, this Agreement, including any attachments, may not be effectively amended except by mutual written agreement.


(i) All notices provided or required by this Agreement, shall be made in writing and delivered, return receipt requested, to the addresses shown herein with postage prepaid; or by confirmed (electronically acknowledged on paper) fax, or by email with electronic receipt.

(ii) The Parties shall promptly notify each other of any claim that is asserted against either of them by anyone arising out of the Parties performance of this Agreement.

(iii) Notices sent as required hereunder, to the addresses shown in this Agreement shall be deemed sent to the correct address, unless the Parties are notified in writing of any changes in address.

J. CONTRACT TERM: The term of this Agreement shall be one year from the date hereof and thereafter it shall automatically be renewed for successive one (1) year periods, unless terminated, upon thirty (30) day's prior written notice, with or without cause, by either Party at any time, including the initial term. In the event of termination of this Agreement for any reason, the Parties shall be obligated to complete performance of any work in progress in accordance with the terms of this Agreement.

K. SEVERANCE: SURVIVAL: In the event any of the terms of this Agreement are determined to be invalid or unenforceable, no other terms shall be affected and the unaffected terms shall remain valid and enforceable as written. The representations, rights and obligations of the parties hereunder shall survive termination of this Agreement for any reason.

L. COUNTERPARTS: This Agreement may be executed in any number of counterparts each of which shall be deemed to be a duplicate original hereof.

M. FAX OR EMAIL CONSENT: The Parties to this Agreement are authorized to fax or email to each other shipment availabilities, equipment and rate promotions, rate confirmations or any advertisements of new services.

N. FORCE MAJEURE. In the event that either Party is prevented from performing its obligations under this Agreement because of an occurrence beyond its control and arising without its fault or negligence, including without limitation, war, riots, rebellion, acts of God, acts of lawful authorities, fire, strikes, lockouts or other labor disputes, such failures to perform (except for any payments due hereunder) shall be excused for the duration of such occurrence. Economic hardships, including, but not limited to, recession and depression, shall not constitute Force Majeure events.

O. ENTIRE AGREEMENT: Unless otherwise agreed in writing, this Agreement, including its attachments, contains the entire understanding of the Parties and supersedes all verbal or written prior agreements, arrangements, and understandings of the Parties relating to the subject matter stated herein. The Parties further intend that this Agreement constitutes the complete and exclusive statement of its terms, and that no extrinsic evidence may be
introduced to reform this Agreement in any judicial or arbitration proceeding involving this Agreement.

IN WITNESS WHEREOF, we have signed this Agreement the date and year first shown above.

3039 Airpark Drive N Flint MI 48507

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