Fleet Partner Agreement - Clean Fuels Ohio - Test Drive an Electric Vehicle

Home Browse Search

(d) Termination of Underlying Contracts. This Agreement shall automatically terminate without constituting a default or breach on the part of either Party upon the termination of either the DOE Agreement or the Provider Agreement applicable to the Demo Vehicles for any reason. (e) Survival. Sections 4, 7, S, 9, 11, 14 and 20 shall survive the termination of this Agreement. 11. Representations (a) CFO's Representations, Warranties and Covenants. CFO hereby represents, warrants and covenants to the Fleet Partner as follows: (i) it is duly authorized to enter into this Agreement and has taken all necessary corporate action to obtain such authorization and that no consent of, or notice to, any other individual, private entity or governmental authority is required in connection with the execution, delivery, and performance of this Agreement; and (ii) this Agreement, when properly executed by both parties, will constitute a legal, valid and binding agreement, enforceable by the Fleet Partner in accordance with its terms. (b) Fleet Partner's Representations, Warranties and Covenants. The Fleet Partner hereby represents, warrants and covenants to CFO as follows: (i) it is duly authorized to enter into this Agreement and has taken all necessary action to obtain such authorization, and that no consent of, or notice to, any other individual, private entity or governmental authority is required in connection with the execution, delivery and performance of this Agreement; (ii) this Agreement, when properly executed by both parties, will constitute a legal, valid, and binding agreement, enforceable by CFO in accordance with its terms; (iii) that it has been provided access to and has reviewed the DOE Agreement and understands the obligations, duties and standards imposed by it upon the Fleet Partner's performance hereunder; 13. Relationship of the Parties; Authority. The Parties shall at all times be acting and performing as independent contractors, and this Agreement shall not be construed as creating any partnership, joint venture, employment or similar relationship between the Parties or an employment relationship between CFO and any employee or contractor of the Fleet Partner. The Fleet Partner shall have no authority to bind CFO with respect to any contract or obligation or waive any right or interest held by CFO without CFO's prior written consent. 14. Severability. In the event that one or more of the terms and conditions of this Agreement should be held invalid by a court of competent jurisdiction, the validity of the remaining terms and conditions of this Agreement shall not be affected; provided, however, that CFO may elect to terminate this Agreement if a material term or condition hereof is so deemed invalid. -5- 0015Q1 Q364.2 C015189851.1