Master Services Agreement - Spevco Special Vehicles Company - Experiential Vehicle for VPA

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Should SPEVCO contract, hire or retain any employees, independent contractors or other agents to perform the services or provide the equipment or materials under this Agreement, the parties intend and SPEVCO warrants that no relationship of principal and agent or employer and employee is created between Client and the above parties, SPFVCO agrees that any personnel or independent contractors assigned to perform any services pursuant to this Agreement shall at all times conduct themselves in a manner that will not cause any possible harm to the reputation, goodwill or customer perception of the Client, Client's employees, services, products or trademarks, and that SPEVCO shall remove Capon request of Client any personnel or independent contractor who shall fail to conduct themselves so, No Assignment No assignment of this Agreement, in whole or in part, shall be valid or binding on Client without prior written consent to such assignment by Client. Should. Client consent to an assignment of this Agreement, SPEVCO shall. remain responsible to Client for the performance of the duties and responsibilities under this Agreement„ Successors All rights and liabilities given to, or imposed upon, the respective parties shall extend to and bind the respective heirs, executors, administrators, successors and assigns of the parties. No rights, however, shall inure to the benefit of arty assigns of SPEVCO unless Client has approved the assignment to the assignee in writing as provided above. Entire Agreement This Agreement embodies, all of the terms and conditions of the contract between the parties hereto with respect to the subject matter hereof. There are no statements, representations or warranties which are not included in this Agreement. If any part or parts of this Agreement are declared unlawful or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall continue to remain in full force and effect, Modifications No modification, alteration or variation of the terms of this Agreement shall be valid unless made in writing, with reference specifically to this Agreement and executed by all of the parties. Termination SPEVCO or Client shall have the right to terminate this Agreement, with or without cause, by giving the other party ninety (90) days prior notice in writing of its decision to do so. If SPEVCO terminates this agreement without cause, the fated and variable costs shall be pro rated as of the effective bate of termination, within ninety (90) days after that Client shall pay any further amount due or SPEVCO shall refund any unearned amount to Client as the case may be. Also, Client shall not be liable for any early termination fees and vehicle restoration costs in the event of such termination without cause by SPEVCO. Upon termination of this agreement, all amounts due either party shall be payable. Upon termination of the Agreement, in whole or in part, SPEVCO is entitled to payment to the extent services provided by the Agreement. w Additionally, Client agrees to compensate SPEVCO for partially completed services based upon the portion of services completed, and by any reasonable estimates provided, Upon receiving written notice of termination, SPEVCO agrees to take all reasonable measures to mitigate its fees, expenses and third party fees. ..�WW;tp yr oc2rrn s;;di 923,71GO $.tP3Fg, i,7 k<Lti Rn art. P,diimi, NG 2r040