Terms and Conditions

BY REQUESTING OR ACCEPTING WORK PERFORMED BY POLICE MOTORCYCLE ESCORT

SERVICES OF TEXAS, LLC (“CONTRACTOR”) YOU (THE “CLIENT”) AGREE TO BE BOUND BY

THESE TERMS AND CONDITIONS REFERRED TO BELOW AS THE “AGREEMENT”.

Contractor and Client are sometimes referred to herein as a “Party” or collectively as the “Parties”.

1. Definitions:

(a) Client Indemnitees - Client, its parent, subsidiary, and affiliated companies, Client’s

subcontractors and the respective officers, directors, employees, agents, invitees, successors and

assigns of each.

(b) Contractor Indemnitees - Contractor, its parent, subsidiary, and affiliated companies,

Contractor’s subcontractors and the respective officers, directors, employees, agents, invitees,

successors and assigns of each.

or Work Orders from Client.

(d) Personnel – The employees of a Party and the Party’s subcontractors and their respective

employees, agents, and invitees.

(e) Work – The provision by Contractor of Personnel who are Texas commissioned motorcycle

peace officers to escort heavy haul and/or oversized loads which are loaded and transported by

Client or Client’s Personnel. Contractor Personal assist with the management of vehicle traffic along

the route for such loads. Client is solely responsible for obtaining approval of routes and any

required permits to transport the loads.

(f) Work Order – A communication by text or email between the Parties which shows

agreement and includes a description of the Work, the compensation or rates to be paid for the

Work, and the schedule for the Work. Work Orders may be on a blanket basis covering all Work

requested by a Client. Verbal orders for Work should be confirmed by email or text.

2. Work:

(a) This Agreement does not obligate Client to request Work from Contractor or Contractor to

perform Work unless and until a Work Order is agreed upon. If Work is performed by the Parties

without a Work Order, such Work will be governed by the terms of this Agreement.

(b) This Agreement and the Work Order set forth the complete understanding between the

Parties for the Work and supersede and replace any prior written or verbal understanding between

the Parties. In the event of a conflict between the terms of this Agreement and a Work Order, the

Agreement shall control unless the Work Order makes specific reference to the term of the

Agreement that is being superseded or amended. No term or condition contained in any

purchase order, invoice, work ticket or any other type of memoranda or other documents

used by either Party in the normal course of business shall apply to the Work. Contractor

Personnel other than Contractor’s Dispatch Agent lack the authority to amend this

Agreement or an agreed Work Order.

promptly giving verbal instruction to Contractor’s Dispatch Agent. If such change in scope results in

a change in compensation (other than extending or reducing the number of workdays to be

performed at a previously agreed hourly or day rate), the Parties will confirm such change in writing.

3. Warranty:

(a) Contractor Personnel will perform the Work with due diligence in a good and workmanlike

manner.

(b) Contractor Personnel will be commissioned peace officers accredited by the Texas

Commission on Law Enforcement.

or oversized loads.

(d) Contractor Personnel will comply with all applicable federal, state, and local laws, rules,

orders, and regulations governing the performance of the Work.

(e) If Contractor is unable to accept or begin Work due to unavailability of Personnel, Contractor

will promptly give notice to Client but such unavailability of Personnel will not be a breach of

warranty or cause for default.

(f) Client acknowledges and agrees that Contractor and Contractor Personnel cannot warrant

vehicle traffic will follow the instructions and direction given by Contractor Personnel nor is any

warranty given that third parties will be prevented from interfering with, impeding or damaging

Client’s load or Personnel.

(g) Contractor disclaims all other warranties express or implied including the warranty of

merchantability and fitness.

(h) Client’s sole and exclusive remedy for a breach of warranty by Contractor or Contractor’s

Personnel is a refund, credit, or waiver of the compensation for the Work that is performed in breach

of the warranty.

4. Payment:

(a) Client agrees to pay Contractor and Contractor agrees to accept as full and complete

compensation for the Work the consideration agreed upon in the applicable Work Order.

Contractor shall invoice Client weekly or upon the conclusion of each Work Order for Work taking

less than a week. Invoices shall be sent to the Client address set forth in Attachment 2. The

compensation is inclusive of Contractor’s labor (up to 10 hours per day, including travel), motorcycle,

lodging up to $100 per night.

(b) Client shall make payment to Contractor within thirty (30) days following Client's receipt of

Contractor’s invoice. All payments are to be made by check payable to Contractor under the name

and at the address set forth in Attachment 2. If Client in good faith disputes any invoice, Client shall

pay the undisputed portion and notify Contractor of the dispute in writing. Client shall not be

required to pay any charges or fees not specifically agreed to and/or set forth in the applicable Work

Order; however if Work is performed without a Work Order, Client agrees to pay Contractor the

reasonable and customary rate for Work of the type performed.

requiring significant Personnel resources. If prepayment is required by Contractor, the Parties will

execute a side letter setting out the rates and payment requirements.

(d) Client shall not withhold or offset against any payment due Contractor for the Work except as

permitted in Section 17.

(e) Client shall not pay for any Work in cash nor pay any Contractor Personnel directly for the

Work. Contractor will be solely responsible for the compensation of Contractor Personnel and will

indemnify and hold Client harmless from any claim by Contractor Personnel for compensation

related to the Work.

(f) Invoices not timely paid are subject to interest at the maximum non usurious rate until paid.

If Contractor incurs expenses to collect unpaid amounts such costs (including but not limited to

attorney fees, collection agency fees, and costs of court) shall be recoverable from Client.

5. Term: This Agreement shall become effective on the Effective Date and shall remain in

effect until terminated by either Party as set forth below.

6. Termination:

(a) Either Party may terminate this Agreement without cause upon giving thirty (30) days

advance written notice to the other Party. The terms of the Agreement will continue to apply to any

Work Order being performed at the time of the termination notice until such Work is completed.

(b) Client may cancel or terminate Work or a Work Order with or without cause by giving

Contractor’s Dispatch Agent a verbal request prior to the start of Work. If such cancellation or

termination request is made less than six (6) hours before the Work is to begin, Contractor may

charge a termination fee of $200. If the location of Work is outside of Houston and Contractor

Personnel are already in route when cancellation or termination is requested, Client will be charged

a fee equal to the $200 for travel time incurred.

7. INDEMNIFICATION:

(A) CLIENT SHALL, INDEMNIFY, DEFEND, RELEASE, AND HOLD HARMLESS

CONTRACTOR INDEMNITEES FROM AND AGAINST ANY AND ALL CLAIMS FOR:

(I) BODILY INJURY OR DEATH TO ANY PERSON (INCLUDING CLIENT,

CONTRACTOR, THE PERSONNEL OF EITHER PARTY, OR THIRD PARTIES);

(II) DAMAGE TO, OR LOSS OR DESTRUCTION OF, ANY PROPERTY (INCLUDING

PROPERTY OF CLIENT, CONTRACTOR, THE PERSONNEL OF EITHER PARTY, OR

THIRD PARTIES);

ARISING DIRECTLY OR INDIRECTLY IN THE COURSE OF THE WORK OR FROM ANY ACT OR

OMISSION OF CLIENT OR CLIENT’S PERSONNEL IN CONNECTION WITH THIS AGREEMENT

OR ARISING FROM CLIENT’S BREACH OF THIS AGREEMENT EVEN IF SUCH CLAIMS ARE

CAUSED IN PART BY THE NEGLIGENCE (WHETHER CONCURRENT, ACTIVE, OR PASSIVE)

(OR OTHER LEGAL FAULT, INCLUDING STRICT LIABILITY) OF CONTRACTOR PERSONNEL

EXCEPT TO THE EXTENT SUCH CLAIMS ARISE FROM THE SOLE OR GROSS NEGLIGENCE

OR WILLFUL MISCONDUCT OF CONTRACTOR OR CONTRACTOR PERSONNEL.

(B) CONTRACTOR SHALL, INDEMNIFY, DEFEND, RELEASE, AND HOLD HARMLESS

CLIENT INDEMNITEES FROM AND AGAINST ANY AND ALL CLAIMS FOR:

(I) BODILY INJURY OR DEATH TO ANY PERSON (INCLUDING CLIENT,

CONTRACTOR, THE PERSONNEL OF EITHER PARTY, OR THIRD PARTIES);

(II) DAMAGE TO, OR LOSS OR DESTRUCTION OF, ANY PROPERTY (INCLUDING

PROPERTY OF CLIENT, CONTRACTOR, THE PERSONNEL OF EITHER PARTY, OR

THIRD PARTIES);

ARISING DIRECTLY OR INDIRECTLY IN THE COURSE OF THE WORK OR FROM ANY ACT OR

OMISSION OF CONTRACTOR OR CONTRACTOR’S PERSONNEL IN CONNECTION WITH THIS

AGREEMENT OR ARISING FROM CONTRACTOR’S BREACH OF THIS AGREEMENT BUT

ONLY TO THE EXTENT THE CLAIMS ARE CAUSED BY SOLE OR GROSS NEGLIGENCE OR

WILLFUL MISCONDUCT OF CONTRACTOR OR CONTRACTOR PERSONNEL.

8. CONSEQUENTIAL DAMAGES:

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL

EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS OR INDIRECT, INCIDENTAL,

PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR SPECIAL DAMAGES, WHETHER ARISING

UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

9. DAMAGE LIMITATION:

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, CONTRACTOR’S

MAXIMUM AGGREGATE LIABILITY TO CLIENT INDEMNITEES, WHETHER ARISING UNDER

CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL

NOT EXCEED THE COMPENSATION PAID OR TO BE PAID FOR THE WORK BEING

PERFORMED AT THE TIME THE CLAIM AROSE. CLIENT WAIVES AND RELEASES

CONTRACTOR AND CONTRACTOR’S PERSONNEL FOR ANY CLAIM OR DAMAGE IN

EXCESS OF THIS DAMAGE LIMITATION.

10. Insurance:

(a) Client must maintain during the term of this Agreement insurance providing sufficient

coverage and limits to cover the liabilities assumed by Client under this Agreement, including

coverage as set forth on Attachment 1. Prior to any Work being performed, Contractor may request

Client furnish a certificate of insurance evidencing the coverage and endorsements required. The

insurance to be provided by Client is a separate contractual obligation and not contingent or

conditioned on the enforceability of any indemnity obligation herein. The indemnity provisions of this

Agreement will not act to limit the enforceability, coverage or limits of Client’s insurance.

(b) Contractor will require all Contractor Personnel performing the Work to maintain motorcycle

liability insurance with limits meeting the required state minimum coverage.

11. Confidentiality: Contractor agrees to keep all Client nonpublic information acquired

during the performance of Work confidential and only disclose such confidential information to those

with a need to know and only use such confidential information for performance of the Work.

Contractor will return all confidential information to Client upon written request.

12. Force Majeure: Each Party shall be excused from delay or nonperformance other than the

obligation to pay compensation due to conditions reasonably beyond its control, such as, without

limitation: acts of God; war, riots, and civil disturbances; boycotts; compliance with any order or

requirement of any federal, state, or local government; strikes and lockouts by third parties;

inclement weather that restricts the ability of Contractor Personnel to perform escort services;

mechanical failure of Contractor’s Personnel’s motorcycle but does not include failure of Client’s

transportation equipment. The Party claiming force majeure must give written notice to the other

Party as soon as is practicable, but no later than twenty-four (24) hours after the start of the Force

Majeure event causing the delay or nonperformance.

13. Independent Contractor: Contractor shall be an independent contractor in its performance

of the Work and will have no authority to bind Client as agent in any manner. Contractor’s Personnel

will be subject to Contractor’s sole and exclusive supervision, direction, and control. Under no

circumstances will Personnel of Contractor be deemed an employee or contractor of Client and

Contractor will indemnify, defend and hold Client harmless from any claim, cost or expense that

Contractor Personnel are the employees or contractors of Client.

14. Assignment and Subcontracting: Client shall not assign this Agreement or any Work

Order. Contractor may subcontract the Work without the written consent of Owner to Contractor

Personnel. Contractor agrees to insert the substance of the insurance and indemnity provisions of

this Agreement in any and all subcontracts for the benefit of Contractor and Client.

15. Reformation and Severability: Each term and provision of this Agreement shall be valid

and enforceable to the fullest extent permitted by law and any invalid, illegal or unenforceable term

or provision shall be deemed replaced by a term or provision that is valid and enforceable and that

comes closest to expressing the intention of the invalid, illegal or unenforceable term or provision.

16. Notice: Any notice, request, instruction, correspondence or other document to be given

hereunder by any Party hereto to another shall be given in writing, delivered in person or by courier

service requiring acknowledgement of receipt or mailed by certified mail, postage prepaid and return

receipt requested, or by telecopier or by e-mail, to the address, facsimile, and e-mail shown on

Attachment 2.

17. Non-solicitation: Client agrees during the Term of this Agreement and for a period of one

year after termination of this Agreement not to directly or indirectly hire or solicit Contractor

Personnel. The Parties agree damages resulting from a violation of this Section 19 would be difficult

to ascertain with certainty and therefore the Parties agree liquidated damages equal to five (5) times

the compensation paid by Client to Contractor in the twelve (12) months preceding the violation

would be a fair measure of damages and not a penalty. Contractor Personnel each agree in their

agreement with Contractor not to solicit or accept work from Client directly or indirectly except as

Personnel for Contractor.

18. Disputes - Choice of Law and Venue: Notwithstanding the location where the Work is

completed or where Client’s property may be located, this Agreement shall be interpreted in

accordance with the laws of the State of Texas without giving effect to choice of law principles

thereof. Excluding an action by Contractor to collect compensation owed by Client, the Parties

agree to engage in non-binding mediation to resolve any dispute arising from this Agreement. If

mediation is unsuccessful, the Parties hereby consent to the jurisdiction of any state or federal court

within Harris County, Texas and irrevocably agree that all actions or proceedings arising out of or

relating to this Agreement shall be litigated in such courts. The prevailing Party in litigation shall be

entitled to an award of attorney fees and costs incurred.