Last Updated: August 8th, 2024
This Transportation Contract for Services is made effective by and between the Client, those in business
relations and
Top Notch Transport & Logistics LLC of 7710 N FM 620 RD BLDG 13D, Austin, Texas 78726.
DESCRIPTION OF SERVICES. Top Notch Transport & Logistics LLC will provide to the Client the
transportation services
(collectively, the "Services") consisting of options such hourly trips, round trips, and custom options
to be determined
in a defined contract with the Client.
PAYMENT. Payment shall be made to Top Notch Transport & Logistics LLC, Austin, Texas 78726, in
the
amount determined
upon executing a Contract with Top Notch Transport and Logistics LLC.
In addition to any other right or remedy provided by law, if the Client fails to pay for the Services
when due, Top
Notch Transport & Logistics LLC has the option to treat such failure to pay as a material breach of this
Contract, and
may cancel this Contract and/or seek legal remedies.
TERM. This Contract will terminate automatically upon completion by Top Notch Transport &
Logistics LLC
of the Services
required by this Contract.
INSURANCE. Top Notch Transport & Logistics LLC, at Top Notch Transport & Logistics LLC's expense,
shall
maintain during
the term of this Contract, commercial general liability and automobile liability insurance with minimum
limits per
occurrence and for personal injury and property damage, with minimum limits. Top Notch Transport &
Logistics LLC shall
provide the Client certificate of insurance naming the Client as Certificate Holder, evidencing the
foregoing coverage
prior to providing any services to the Client under this Contract. Top Notch Transport & Logistics LLC
shall provide
that said insurance shall not be canceled or materially altered until at least thirty (30) days after
written notice is
received by the Client. Top Notch Transport & Logistics LLC shall also maintain any insurance coverage
required by any
government body including workers compensation (if applicable) for the types of transportation and
related services
specified.
PERFORMANCE OF SERVICES. Top Notch Transport & Logistics LLC agrees to meet the Client's distinct
transit and pricing
requirements agreed to by the parties from time to time after the effective date as confirmed by the
Client. Top Notch
Transport & Logistics LLC further agrees to comply with all of the Client's reasonable transportation
instructions
communicated to Top Notch Transport & Logistics LLC by the Client, and to comply with all applicable
provisions of any
Provincial, Federal, State and/or local law or ordinance and all lawful orders, rules and regulations
issued thereunder.
Top Notch Transport & Logistics LLC agrees to perform its services under this Contract in accordance
with the highest
standards of industry.
EXCLUSIVE CONTROL. Top Notch Transport & Logistics LLC shall have sole and exclusive control over
the
manner in which
Top Notch Transport & Logistics LLC and its agents perform the transportation service provided for
hereunder, and Top
Notch Transport & Logistics LLC shall utilize such individuals as it may deem necessary in connection
therewith, it
being understood and agreed that such individuals shall be subject to discharge, discipline, and control
solely and
exclusively by Top Notch Transport & Logistics LLC. Top Notch Transport & Logistics LLC represents that
it is entirely
independent and that it is not substantially economically dependent upon the Client, and there is no
functional
integration of the Client's and Top Notch Transport & Logistics LLC's respective operations.
HEALTH & SAFETY. Top Notch Transport & Logistics LLC is responsible to ensure that each of Top
Notch
Transport &
Logistics LLC's employees/drivers/workers receives orientation to his/her job duties, including specific
safety
requirements, prior to beginning the assignment. No employee/driver/worker of Top Notch Transport &
Logistics LLC will
be assigned to operate a vehicle or instructed to perform duties for which they do not have the skill or
training to
perform safely.
PROMPT SERVICE. Top Notch Transport & Logistics LLC shall promptly and efficiently receive and
transport
passengers
safely, within the Client's established schedules.
CONFIDENTIALITY. Top Notch Transport & Logistics LLC, 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 Top Notch Transport &
Logistics LLC, or
divulge, disclose, or communicate in any manner, any information that is proprietary to the Client. Top
Notch Transport
& Logistics LLC 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.
RETURN OF PROPERTY. Upon termination of this Contract, Top Notch Transport & Logistics LLC will
return
to the Client all
records, notes, documentation and other items that were used, created, or controlled by Top Notch
Transport & Logistics
LLC during the term of this Contract.
INDEMNIFICATION. Top Notch Transport & Logistics LLC agrees to indemnify and hold the Client
harmless
from all claims,
losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against the
Client that result
from the acts or omissions of Top Notch Transport & Logistics LLC and/or Top Notch Transport & Logistics
LLC's
employees, agents, or representatives.
WARRANTY. Top Notch Transport & Logistics LLC 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 Top Notch Transport & Logistics LLC's community and region, and will provide a
standard of care
equal to, or superior to, care used by transporters similar to Top Notch Transport & Logistics LLC on
similar projects.
DEFAULT. The occurrence of any of the following shall constitute a material default under this
Contract:
a.The failure to make a required payment when due.
b.The insolvency or bankruptcy of either party.
c. The subjection of any of either party's property to any levy, seizure, general assignment for
the
benefit of creditors,
application or sale for or by any creditor or government agency.
d. The failure to make available or deliver the Services in the time and manner provided for in
this
Contract.
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 0 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.
FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is
prevented,
restricted, or
interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party
unable to carry
out its obligations gives the other party prompt written notice of such event, then the obligations of
the party
invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure
shall include,
without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any
other public health
crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other
similar
occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections,
riots, or wars, or
strikes, lock-outs, work stoppages, or other labor disputes. The excused party shall use reasonable
efforts under the
circumstances to avoid or remove such causes of non-performance and shall proceed to perform with
reasonable dispatch
whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable
control of a party
if committed, omitted, or caused by such party, or its employees, officers, agents, or
affiliates.
ARBITRATION. Any controversies or disputes arising out of or relating to this Contract shall be
resolved
by binding
arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration
Association.
The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the
subject matter of
this Contract. In the event the parties are unable to agree to such a selection, each party will select
an arbitrator
and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly
over the
matter. The arbitration shall take place at a location that is reasonably centrally located between the
parties, or
otherwise mutually agreed upon by the parties. All documents, materials, and information in the
possession of each party
that are in any way relevant to the dispute shall be made available to the other party for review and
copying no later
than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority
to modify any
provision of this Contract or to award punitive damages. The arbitrator(s) shall have the power to issue
mandatory
orders and restraint orders in connection with the arbitration. The decision rendered by the
arbitrator(s) shall be
final and binding on the parties, and judgment may be entered in conformity with the decision in any
court having
jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing
arbitration law.
During the continuance of any arbitration proceeding, the parties shall continue to perform their
respective obligations
under this Contract.
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.
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.
AMENDMENT. This Contract may be modified or amended in writing, if the writing is signed by the party
obligated under
the amendment.
GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of
Texas
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.
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this
Contract shall
not be
construed as a waiver or limitation of that party's right to subsequently enforce and compel strict
compliance with
every provision of this Contract.
If you have any questions regarding this Agreement, Top Notch Transport or our Services, please contact
us at:
JahleelLaurent@topnotchtransportandlogistics.com
.