This Agreement is by and between the Purchaser (hereinafter referred to as “Company”) and Compliance Assurance Services, Inc. 514 Americas Way, Suite 16673, Box Elder, SD 57719 (hereinafter referred to as “CAS”), and It is mutually agreed between both parties: 

Section I – Services Acting as an independent contractor, and not as an employee of the Company, CAS shall provide the services of its staff who shall utilize their knowledge, expertise and independent judgement in providing services related to the program as described in Section II. CAS does not provide any legal services on behalf of the Company.

Section II – Compensation Payment terms are periodic, as quoted, via ACH on the day of acceptance of the Agreement. Company understands and agrees that accounts not paid within CAS payment terms as noted are subject to interest charges of 15% of outstanding balance per month. Company agrees: 1. If, for any reason, services are rendered and payment is not made prior to commencement of services, CAS will send an invoice to Company and payment is due net 7 days. a. Interest charges of 15% per month of outstanding balance will be assessed if not paid within 7 days. 2. CAS shall be entitled to reimbursement of its legal costs, including attorney’s fees, court or arbitration costs, and collection costs, if any, made necessary by a breach of this Agreement by Company.  3. Payment to CAS shall be made prior to commencement of services; 4. All fees are subject to required applicable taxes. CAS, when provided appropriate notice, will be available for Federal or State Department of Transportation audits, safety inspections, §385.309 New Entrant Safety Audit (NESA) and/or compliance reviews for the purpose of validating services offered under this Agreement. Fees for these services will be billed to the Company at the rate of one hundred fifty dollars per hour ($150.00/hr) plus expenses, port-to-port. Company is responsible to pay shipping, MVR fees, Clearinghouse queries, regulatory required taxes and fees associated with these services. CAS rates will adjust as mutually agreed based upon additional personnel and / or services. 

Section III – Company Acknowledgements and Agreements  Company is responsible for supplying CAS with all data and information, including updates of current active CDL drivers, necessary to complete the services within governmental deadlines.  It is understood by both parties that CAS cannot be held accountable for failure to meet DOT requirements if information related to compliance issues are not supplied to CAS accurately and timely. CAS will not be held accountable for any fines or actions taken against the Company in respect to this Agreement. 

Section IV – Relief of Liability In consideration of the execution of this Agreement, both parties on behalf of themselves, their heirs, executors, administrators and assigns; hereby agree to forever hold each party harmless and against, to the maximum extent permitted by law, any and all claims or rights of action against either party for injury, death or damages to either party’s property resulting from and arising out of, or in any way connected with performance of the services to be provided in accordance with this Agreement. 

Section V – Terms of Agreement This Agreement for “DOT Compliance” and “Other Outsourced Functions” shall commence on the date signed by the last party and shall continue for a period of one month. This Agreement will automatically renew monthly unless Company terminates in writing at least 30-days before end of annual term. CAS reserves the right to recoup any expenses incurred on behalf of the client and/or to pro-rate fees for management services for the duration of the contract. 

Section VI – Governing Law & Venue This Agreement shall be governed by the laws of the State of South Dakota and shall be venued in Pennington County, South Dakota.  

Section VII – Special Covenants and Representation of CAS CAS hereby covenants and agrees to be bound by the following representations in connections with performance under this Agreement. 1. By signing this Agreement, CAS represents and certifies that it is not presently listed by any Federal or State Agency as debarred, suspended or proposed for debarment from any Federal or State activity. If during the term of this Agreement this information changes, CAS shall notify the Company without delay. Such notices shall contain all relevant particulars of any debarment, suspension or proposed debarment. 2. CAS agrees to provide prompt written notice to the Company in the event that, at any time during the term of this Agreement, the representations set forth in this Section are no longer accurate. In the event the Company verifies that said representations set forth are no longer true and accurate, the Company may, notwithstanding any other provision of this Agreement, terminate this Agreement upon written notice, effective the date of such notice or the date on which representations were untrue and inaccurate and CAS shall not be entitled to receive any further compensation whatsoever in connection with this Agreement. 

Section VIII – No Assignment The Company agrees that neither this Agreement nor any monies due or become due thereunder may be assigned, in whole or in part, by the Company without the prior written consent of CAS. 

Section IX – Notices Any formal notice required to be given by either party to the other shall be sent by certified mail, postage prepaid and addressed as follows: To CAS: Compliance Assurance Services, Inc. 514 Americas Way, Suite 16673 Box Elder, SD 57719 The date upon which such notice is received by the other party shall be the official date of such notice. All other matters of routine nature, and which do not have contractual significance, may be delivered in other customary manners. 

Section X – Invalidity If any provision of this Agreement is invalid or unenforceable, the balance of the Agreement shall remain in effect and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.