GENERAL CONTRACT FOR SERVICES
This Contract for Services (this "Contract") is made effective as of October 01,
2001, by and between National Companies, Inc. of 0000 Xxxxx Xx. Xxxxx 000,
Xxxxx, Xxxxxxx 00000, and National Automotive, Inc. of 0000 Xxxxx Xx. Xxxxx 000,
Xxxxx, Xxxxxxx 00000. In this Contract, the party who is contracting to receive
services will be referred to as "National," and the party who will be providing
the services will be referred to as "National Automotive."
1. DESCRIPTION OF SERVICES. Beginning on October 01, 2001, National Automotive
will provide to National the following services (collectively, the "Services"):
National Automotive will provide National associates the opportunity to
purchase most new vehicles at factory to dealer invoice, program vehicles
at dealer wholesale, and extended service contracts at dealer pricing.
2. PAYMENT FOR SERVICES. In exchange for the Services National will pay National
Automotive according to the following schedule:
National Automotive will not be paid any sums of money from National
Companies. National Automotive will receive its income from the purchases
made directly by National associates.
3. TERM. This Contract will remain in effect for a period of one year and is
renewable each year for an additional year.
4. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries,
inventions, patents, products, or other information (collectively the "Work
Product") developed in whole or in part by National Automotive in connection
with the Services will be the exclusive property of National. Upon request,
National Automotive will execute all documents necessary to confirm or perfect
the exclusive ownership of National to the Work Product.
5. CONFIDENTIALITY. National Automotive, and its employees, agents, or
representatives will not at any time or in any manner, either directly or
indirectly, use for the personal benefit of National Automotive, or divulge,
disclose, or communicate in any manner, any information that is proprietary to
National. National Automotive and its employees, agents, and representatives
will protect such information and treat it as strictly confidential. This
provision will continue to be effective after the termination of this Contract.
Upon termination of this Contract, National Automotive will return to National
all records, notes, documentation and other items that were used, created, or
controlled by National Automotive during the term of this Contract.
6. INDEMNIFICATION. National Automotive agrees to indemnify and hold National
harmless from all claims, losses, expenses, fees including attorney fees, costs,
and judgments that may be asserted against National that result from the acts or
omissions of National Automotive and/or National Automotive's employees, agents,
or representatives.
7. WARRANTY. National Automotive shall provide its services and meet its
obligations under this Contract in a timely and workmanlike manner, using
knowledge and recommendations for performing the services which meet generally
acceptable standards in National Automotive's community and region, and will
provide a standard of care equal to, or superior to, care used by service
providers similar to National Automotive on similar projects.
8. REMEDIES. In addition to any and all other rights a party may have available
according to law, if a party defaults by failing to substantially perform any
provision, term or condition of this Contract (including without limitation the
failure to make a monetary payment when due), the other party may terminate the
Contract by providing written notice to the defaulting party. This notice shall
describe with sufficient detail the nature of the default. The party receiving
such notice shall have 30 days from the effective date of such notice to cure
the default(s). Unless waived by a party providing notice, the failure to cure
the default(s) within such time period shall result in the automatic termination
of this Contract.
9. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties,
and there are no other promises or conditions in any other agreement whether
oral or written concerning the subject matter of this Contract. This Contract
supersedes any prior written or oral agreements between the parties.
10. SEVERABILITY. If any provision of this Contract will be held to be invalid
or unenforceable for any reason, the remaining provisions will continue to be
valid and enforceable. If a court finds that any provision of this Contract is
invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision will be deemed to be written,
construed, and enforced as so limited.
11. AMENDMENT. This Contract may be modified or amended in writing, if the
writing is signed by the party obligated under the amendment.
12. GOVERNING LAW. This Contract shall be construed in accordance with the laws
of the State of Florida.
13. NOTICE. Any notice or communication required or permitted under this
Contract shall be sufficiently given if delivered in person or by certified
mail, return receipt requested, to the address set forth in the opening
paragraph or to such other address as one party may have furnished to the other
in writing.
14. ASSIGNMENT. Neither party may assign or transfer this Contract without the
prior written consent of the non-assigning party, which approval shall not be
unreasonably withheld.
Service Recipient:
National Companies, Inc.
By: ________________________________________
Xxxxxxx X. Xxxxx
CEO and President
Service Provider:
National Automotive, Inc.
By: ________________________________________
Xxxxxxx X. Xxxxx
President
