To the CARRIER Rapid Response Inc. at:
155 ENTERPRISE DR.
WENTZVILLE, MO 63385
17. BREACH.
Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated, at any time, by either party in the event of a material breach by the other of any term or obligation contained in this Agreement. In the event of a breach and when practicable, written notice shall be served upon the breaching party, notifying such party of the breach and the termination of the Agreement and reason therefore. If, in CARRIER’s judgment, CONTRACTOR has subjected CARRIER to liability because of CONTRACTOR’s acts or omissions, CARRIER may take possession of the shipment entrusted to CONTRACTOR and complete performance. In such event, CONTRACTOR shall waive any recourse against CARRIER for such action and CONTRACTOR shall reimburse CARRIER for all direct or indirect costs, expenses, or damages, including attorney’s fees, incurred by CARRIER as a result of CARRIER’s taking possession of the shipment and completing performance.
18. CONTRACTOR NOT REQUIRED TO PURCHASE PRODUCTS,
EQUIPMENT OR SERVICES FROM CARRIER. CONTRACTOR is not required to purchase or rent any products, equipment, or services from CARRIER as a condition of entering into this Agreement. In the event CONTRACTOR elects to purchase or rent equipment from CARRIER or from any third party, for which the purchase or rental contract gives CARRIER the right to make deductions from CONTRACTOR’s settlement.
19. PASSENGER AUTHORIZATION.
As required by 49 C.F.R. § 392.60, CONTRACTOR shall not allow any passengers to ride in the Equipment unless authorized in writing by CARRIER as required by law. Before passenger authorization will be given by CARRIER, CONTRACTOR (or its driver) and the passenger requesting authorization shall submit a fully executed Passenger Authorization and Release of Liability form to CARRIER for prior approval.
20. LOADING AND UNLOADING.
In the event the shipper or consignee does not assume loading and unloading responsibilities, CONTRACTOR shall be responsible for the loading or unloading of property transported on behalf of CARRIER at CONTRACTOR’s expense.
21. CONFIDENTIALITY.
CONTRACTOR hereby recognizes and acknowledges that any list of CARRIER’s customers, as it may exist now or from time to time, is a valuable, special and unique asset of the business of CARRIER. CONTRACTOR agrees, during and after the term of this Agreement, not to disclose the list of CARRIER’s customers or any part thereof to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever without CARRIER’s prior written consent. CONTRACTOR agrees to preserve as “Confidential Matters”, all trade secrets, knowhow and information relating to CARRIER’s business, forms, processes, developments, sales and promotional systems, prices and operations, which information may be obtained from tariffs, contracts, freight bills, letters, reports, disclosures, reproductions, books, records, or other contractors, and other sources of any kind resulting from this Agreement. CONTRACTOR agrees to regard such Confidential Matters as the sole property of CARRIER, and shall not publish, disclose or disseminate the same to others without the written consent of CARRIER. In the event of any breach or threatened breach by CONTRACTOR of the provisions of this paragraph, CARRIER shall be entitled to an injunction, restraining CONTRACTOR from disclosing, in whole or in part, the list of CARRIER’s customers, and all other Confidential Matters. CONTRACTOR agrees that CARRIER will be irreparably damaged in the event of any breach of this provision by CONTRACTOR. Accordingly, in addition to any other legal or equitable remedies that may be available to CARRIER, CONTRACTOR agrees that CARRIER will be able to seek and obtain immediate injunctive relief in the form of a temporary restraining order without notice, preliminary injunction, or permanent injunction against CONTRACTOR to enforce this confidentiality provision. CARRIER shall not be required to post any bond or other security and shall not be required to demonstrate any actual injury or damage to obtain injunctive relief from the courts. Nothing hereunder shall be construed as prohibiting CARRIER from pursuing any remedies available to CARRIER at law or in equity for such breach, including the recovery of monetary damages from CONTRACTOR22. SEVERABILITY. If any Agreement or its appendices is deemed invalid for any reason whatsoever, the Agreement shall be void only as to such provision, and this Agreement shall remain otherwise binding between the parties. Any provision voided by operation of the foregoing shall be replaced with provisions which shall be as close as the parties’ original intent as permitted under applicable law
23. WAIVER
The failure of CARRIER to enforce at any time of the provisions of this Contract, or to exercise any option which is herein provided, or to require at any time performance by CONTRACTOR of any of the provisions hereof, shall in no way be construed to be a waiver of such provisions, nor in any way affect the validity of this Contract or any part thereof, or the right of the CARRIER to thereafter enforce each and every such provision.
24. ATTORNEY’S FEES
In the event that CARRIER incurs legal fees or attorney fees in securing payment for any amounts due under this Contract, then said costs will be assumed by the CONTRACTOR in the event that judgment is ruled in favor of the CARRIER.
25. ASSIGNMENT
CONTRACTOR covenants that he will not assign or transfer this Contract, and any attempt on the part of CONTRACTOR to assign, whether by operation of law, voluntary, or otherwise shall terminate this Contract and the same shall be void and of no effect forthwith. CARRIER reserves the right to assign this Contract to any corporation succeeding, by way of purchase or otherwise, to substantially all of the assets of CARRIERS’ corporation.
26. INTERPRETATION, LAW APPLICABLE, ETC.
It is expressly understood and agreed between the parties to this Contract that the same is subject to all State and Federal Statutes, and the rules and regulations of the FMCSA, and all state regulatory bodies and agencies; and, in the event of any conflict therewith, this Contract shall be modified to meet such requirements, and, as so modified shall continue in full force and affect as to the parties hereto. It is further agreed between the parties hereto that verbal arrangements or understandings of any kind or character have been entered into, and that all Arrangements or Agreements between the parties incorporated within this Contract and the Schedules attached 13 Rapid Response hereto, or as said Schedules shall hereinafter be amended. This Contract shall be governed by the laws of the State of Missouri, both as to interpretation and performance. CONTRACTOR covenants and agrees that any action at law or in equity by CONTRACTOR against CARRIER and arising out of this Contract shall be commenced and maintained in any court of competent jurisdiction in the State of Missouri. CONTRACTOR hereby expressly agrees that service of process by publication and personal services on CONTRACTOR, outside the State of Missouri shall be sufficient to give the proper Missouri court personal jurisdiction over him, and CONTRACTOR hereby expressly waives all objections to such service of process and consents thereto.
27. COMPLETE AGREEMENT
The Agreement (including the Appendices and any addendums) constitute the entire agreement between CARRIER and CONTRACTOR pertaining to the subject matter contained herein and fully replaces and supersedes all prior and contemporaneous agreements, representations, and understandings. No supplement, modification, or amendment to the Agreement shall be binding unless in writing and signed by both CARRIER and CONTRACTOR, except as otherwise provided with respect to deductions in Section 3 of Appendix A. No waiver of any of the provisions of the Agreement shall constitute a waiver of any other provisions whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be deemed effective or binding upon the CONTRACTOR unless executed in writing by the party making the waiver. IN WITNESS WHEREOF, the parties hereto have executed this Contract on the date hereinabove set forth.