Documents & Forms

BETWEEN:

Rapid Refrigeration 4010 Southern Charm Ct Arlington, TX 76016

Christopher D. Trippeter 925 Pecan Blvd, Jackson, MS 39209

BACKGROUND:

A. The Client is of the opinion that the Contractor has the necessary qualifications, experience, and abilities to provide services to the Client.

B. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF

Services Provided

• The Client hereby agrees to engage the Contractor to provide the Client with services (the “Services”) consisting of:
  1. Trucking delivery services where the Contractor delivers shipments to specific locations The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

Term of Agreement

• The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended by mutual written agreement of the Parties.
• In the event that either Party wishes to terminate this Agreement prior to completion of the Services, that Party will be required to provide at least 30 days’ notice to the other Party.

Compensation

• The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.

Reimbursement of Expenses

• The Contractor will not be reimbursed for other expenses incurred by the Contractor in connection with providing the Services of this Agreement.

Confidentiality

Additional Resources

• Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
• The Contractor agrees that it will not disclose, divulge, reveal, report or use, for any purpose, and Confidential Information which the Contractor has obtained, except as authorized by the Client. This obligation will survive the expiration or termination of this Agreement and will continue indefinitely.
• All written and oral information and materials disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

Non-Competition

• ● Other than with the express written consent of the Client, which will not be unreasonably withheld, the Contractor will not be directly or indirectly involved with a business which is in direct competition with the particular business line of the Client, divert or attempt to divert from the Client any business the Client has enjoyed, solicited, or attempted to solicit, from other individuals or corporations, prior to the expiration or termination of this Agreement. This obligation will survive the expiration or termination of this Agreement and will continue for one (1) year from the date of such expiration or termination.

Ownership of Materials and Intellectual Property

• All intellectual property and related materials (the “Intellectual Property”) including any related work in progress that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
• The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

Return of Property

• Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

Capacity/ Indepenent Contractor

• In providing the Services under this Agreement iti is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create an partnership or joint venture between them, and is exclusively a contract for service.

Notice

• All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:

Rapid Refrigeration LLC 4010 Southern Charm Ct Arlington, TX 76016

Christopher D. Trippeter 925 Pecan Blvd, Jackson 39209

or to such other address as any Party may from time to time notify the other.

Indemnification

• Except to the extent paid in settlement from any applicalbe insurance policies and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind of amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

Legal Expenses

• In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.

Modification of Agreement

• Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

Time of Essence

• Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as an waiver of this provision.

Assignment

• The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligation under this Agreement without the prior written consent of the Client.

Entire Agreement

• It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Enurement

• This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.

Titles/ Headings

• Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement

Governing Law

• It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceeding under this Agreement, to be constructed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of Texas, without regard to the jurisdiction in which any action or special proceeding may be instituted.

Severability

• In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

• The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be constructed as a waiver of any subsequent breach of the same or other provisions.

Documents Provided with the Agreement:

Contractor Driver License

Copy of Truck Insurance

Any other documents (if any):

We hereby acknowledge that we have read and understood the terms and conditions as provided in the Agreement.