Driver and Dispatch Services Agreement

Transcription

1 Driver and Dispatch Services Agreement This Driver and Dispatch Services Agreement is entered int as f the last date n the signature page heref (the Effective Date ), by and between Naplen Taxicab Service, LLC (the Cmpany ) having its principal place f business at 609 Wickham St, Richmnd, Virginia 23222, and any taxicab driver wh willfully chses t accept fares frm the Cmpany. W I T N E S S E T H WHEREAS, the Driver desires t prvide the Cmpany with qualified drivers t perate a Cab within the Territry n a cntract basis; WHEREAS, the Cmpany desires t ffer Dispatch Services t the Driver n a cntract basis; WHEREAS, the Driver desires t cntrl the means and methds by which the qualified drivers perate the Cab; and WHEREAS, it is unlawful fr the Cmpany knwingly t permit the Driver t perate the Cab using means r methds that vilate the Law; WHEREAS, because the Cmpany prvides dispatch services t several ther independent cntractrs, wh (like Driver) agreed t perate taxicabs within the Territry (the Other Independents ), bth the Cmpany and the Driver recgnize that sme f Driver s bligatins hereunder shall inure t the benefit f and be enfrceable by said Other Independents as mre expressly prvide herein; NOW, THEREFORE, in cnsideratin f the prmises and cvenants cntained herein and intending t be legally bund, the Parties agree as fllws: DEFINITIONS In this Agreement, the fllwing wrds shall have the meaning set frth belw: Agreement means this Driver and Dispatch Services Agreement; Cab means a Taxicab wned, leased, r under the cntrl f the Driver; Crprate Accunt means any individual r cmpany with whm the Cmpany has agreed t prvide regular cntracted services n an accunt which is billed mnthly r therwise. Cnsumer Applicatin means any smartphne applicatin utilized by Cnsumers t rder transprtatin which is integrated with the dispatching sftware prvided by the Cmpany. Dispatch Fees means thse mnies paid by the Driver t the Cmpany fr the right t use Dispatch Services during the Driver s Shifts as prvide herein; Dispatch Services means a cmmunicatin netwrk that, in accrdance with the Law, allws the Cmpany t infrm the Driver f peple wh have requested the services f a Taxicab; Effective Date means the every date and time that the driver securely lgs in t the cmpany s mbile cmmunicatin applicatin. Fuel Expense means the ttal cst f the gasline necessary t perate the Cab during the Driver s Shift as shwn by ne r mre receipts fr the purchase theref; Law means all Federal, State and municipal laws, regulatins and rdinances that gvern the peratin f a Taxicab within the Territry; Party r Parties means, when singular, either the Cmpany r the Driver as cntext requires and, when plural, bth the Cmpany and the Driver; Taxicab means a fr-hire passenger-carrying, self-prpelled mtr vehicle, nt perating n a regular rute r between fixed terminals and having a seating capacity f nt mre than six passengers;

2 Territry means the City f Richmnd and the Cunties f Chesterfield, Hanver and Henric, all lcated in the Cmmnwealth f Virginia; Ttal Manifest means the ttal value f metered fares registered n the Cab s meter at the cnclusin f the Driver s Shift; The Driver shall pay the Dispatch Fees t the Cmpany as calculated n Schedule A, appended heret and incrprated herein Driver shall be slely respnsible fr the Fuel Expense. DRIVER S OPERATING EXPENSES Driver shall be slely respnsible fr the Maintenance f their Taxicab. Driver shall be slely respnsible fr all ther expenses incurred, bth ptinal and required, t d business as an independent cntractr in the Taxicab Industry Driver shall be slely respnsible fr the cllectin f fares frm all custmers, whether by directly accepting payment r seeing that prper prtcl is fllwed t ensure that payment is received by Cmpany. Driver shall be slely respnsible fr any nn-paying passengers and will still be required t pay Dispatch Fees regardless f payment by the custmer. Driver shall be respnsible t pay Cmpany dispatch cmmissins as described in Schedule A within this agreement. DISPATCH SERVICES The Cmpany in its sle discretin may prvide Dispatch Services t the Driver during the Driver s Shifts. Such Dispatch Services may cmprise the prvisin f a mbile cmmunicatin device that receives calls frwarded frm the Cmpany s listed business telephne number. The Driver has n bligatin t use the Dispatch Services while perating their Cab during Diver s Shifts and the Cmpany has n bligatin t prvide such Dispatch Services. The Driver in its sle discretin may dictate his/her wn willingness t service particular trips, including refusal t service Crprate Accunts and Cnsumer Applicatin custmers based upn the fees assciated with thse trip types. The Driver in its sle discretin may refuse trips which he/she deems unsafe. Hwever, the Driver may nt discriminate their services based upn race, religin, sexual rientatin, r sci-ecnmic status f custmer. TERM AND TERMINATION The Term f this Agreement shall cntinue fr One Year frm the Effective Date, unless sner terminated in accrdance with this sectin. The Parties may extend the Term f this Agreement by written agreement. Either Party may terminate this Agreement withut cause upn Twenty-eight Days prir written ntice. Either Party may terminate this Agreement immediately if (1) in the terminating Party s reasnable discretin, the ther Party s cntinued perfrmance hereunder might expse the terminating Party t criminal culpability r civil liability under the Law r (2) the ther Party materially breaches the Agreement in a substantially similar manner, including the Driver s repeated breach f bligatins that inure t the benefit f the Other Independents INDEMNITY The Driver shall defend, indemnify and hld harmless the Cmpany and the Cmpany s affiliates, agents, members, successrs and assigns frm and against any and all liabilities, claims, actins r suits resulting frm (1) the Driver s negligence r wrngful act r missin while perfrming hereunder and (2) the Driver s breach heref. The Cmpany shall

3 defend, indemnify and hld harmless the Diver and the Driver s affiliates, agents, members, sharehlders, directrs, fficers, successrs and assigns frm and against any and all liabilities, claims, actins r suits resulting frm (1) the Cmpany s negligence r wrngful act r missin while perfrming hereunder and (2) the Cmpany s breach heref. The Driver hereby acknwledges that perating a Taxicab in the Territry can be dangerus and shall hld harmless the Cmpany fr any and all liability arising frm r relating t any injury r death sustained by the Driver while perfrming hereunder. The Driver shall be slely respnsible fr btaining the medical, disability, life and liability insurance and legal cunsel that Driver deems necessary r prudent as an independent cntractr hereunder. The Cmpany has n liability t the Driver fr failing t make Dispatch Services available during ne f Driver s Shifts, in whle r in part, regardless f the reasn fr such failure. The Parties shall nt be liable t ne anther fr any cnsequential, incidental, indirect r punitive damages (including lst prfits r savings), whether knw, reasnably freseeable r therwise. CONFIDENTIALITY In rder t carry ut the driver services set frth herein, the Cmpany may disclse t the Driver certain technical, ecnmic r business infrmatin that the Cmpany cnsiders prprietary (the Infrmatin ). Additinally, any technical, ecnmic r business infrmatin develped by the Driver while prviding driver services t the Cmpany hereunder and any infrmatin regarding the Party s respective perfrmance r nn-perfrmance hereunder shall be cnsidered Infrmatin gverned by this sectin. The Driver agrees t keep such Infrmatin in strict cnfidence and nt t disclse r use such Infrmatin fr any purpse, except t perfrm the driver services cntemplated herein withut the prir written cnsent f the Cmpany. ASSIGNMENT The Driver shall nt assign any right r benefit under this Agreement withut the express written cnsent f the Cmpany, which cnsent shall nt be unreasnably withheld. The Cmpany may assign r therwise encumber any right r benefit under this Agreement, including withut limitatin Rent, withut the Driver knwledge r cnsent. RELATIONSHIP OF THE PARTIES The Parties t this Agreement are independent cntractrs and neither has the authrity r right t act as an agent f the ther Party, except in accrdance with this Agreement. Bth Parties shall be respnsible fr their wn csts f ding business, including licenses and permits, taxes (including lcal, State and Federal payrll, with-hlding and unemplyment taxes) and insurance (cvering prfessinal liability and wrker s cmpensatin claims). ARBITRATION Any cntrversy r claim arising ut f r relating t this Agreement, r breach theref, shall be first addressed in nnbinding arbitratin accrding t the Cmmercial Arbitratin Rules f the American Arbitratin Assciatin by a single arbitratr chsen by the Cmpany. The mediatin arbitratin shall be held in the Territry, and the arbitratr shall be bund by the express terms f this Agreement. Neither Party may institute r maintain any lawsuit, claim, r cause f actin against any ther Party arising ut f r relating t this Agreement r any Party s perfrmance hereunder, until the arbitratr issues a final decisin in accrdance herewith. AGREEMENT This Agreement embdies the entire agreement between the Parties and there exist n representatins, warranties r agreements, written r ral, between the Parties that are nt memrialized herein. This Agreement may nt be altered, amended r mdified except by a written dcument signed by the Parties. The failure f either Party t insist upn the strict bservatin r perfrmance f any term heref shall nt be cnstrued as a waiver f that Party s right t insist upn the future strict bservance r perfrmance f any prvisin heref. This Agreement shall be gverned by the Laws f the Cmmnwealth f Virginia, withut regard t Virginia s cnflict f laws jurisprudence, and any cntrversy r claim arising ut f r relating t this Agreement, r breach theref, shall be maintained nly in the Circuit Curt f Henric

4 Cunty, Virginia. The Indemnity and Cnfidentiality prvisins f this Agreement shall survive its expiratin r terminatin and remain in full frce and effect. If any prvisin f this Agreement is held unenfrceable r invalid by a curt f cmpetent jurisdictin, the validity and enfrceability f the remaining prvisins shall nt be affected. IN WITNESS WHEREOF, the Cmpany has executed this Driver and Dispatch Services Agreement by granting driver access t its mbile cmmunicatins applicatin. IN WITNESS WHEREOF, the Driver has executed this Driver and Dispatch Services Agreement by willfully chsing t securely lgin t the Cmpany s mbile cmmunicatins applicatin.

5 Schedule A Dispatch Cmmissins COMMISSIONS The Driver shall pay the Cmpany the belw-specified cmmissins, withut demand, in immediately available funds (e.g. cash, mney rder r certified check) at 609 Wickham St, Richmnd VA r at such ther address as the Cmpany may designate frm time t time. At the cnclusin f every Shift, the Driver shall pay the Cmpany: Twenty Percent (20.0%) frm the Grss sales within Ttal Manifest dispatched by the Cmpany and serviced by Driver. Additinal Five Percent (5%) frm Grss sales fr all trips rdered frm Crprate Accunts dispatched by the Cmpany and serviced by Driver. Additinal Five Percent (5%) frm Grss sales fr all trips rdered frm integrated Cnsumer Smartphne Applicatins. Additinal fee f $3.00 fr any trip returned t dispatch r left un-serviced after being accepted by Driver fr service.