Terms automatically included in all Partner Referral Agreements

Purpose - A referral partnership is based on mutual respect and trust that leverages the resources of all in the Car Washing industry and in offering of services provided by Retention Express LLC to Car Wash owners and operators.

Indemnification – The Parties agree not to indemnify and hold one another harmless. This also applies to their affiliates, agents, officers, employees, and/or successors. The Parties in this agreement hereby in addition agree to assign against all (if any), claims, liabilities, damages, losses, penalties, punitive damages, expenses, any reasonable legal fees and/or costs of any kind or any amount that may arise. This includes, but is not limited to, any amount which may result from the negligence of or the breach of this Agreement by the party that is indemnified, its successors and assigns that occurs in terms of this Agreement              

Confidentiality - “During the course of the performance of this Agreement, the Partners may have access to materials, data, strategies, systems, or other information relating to the Partners and their programs, which are intended for internal use only. Any such information acquired by the Partners shall not be used, published, or divulged by the Partners to any person, firm, or corporation or in any advertising or promotion regarding the Partners or the Partners’ services, or in any manner or connection whatsoever without first having obtained the written permission of the Partners, which permission the Partners may withhold in their sole discretion.”

Accountability - “Each organization agrees that it will be responsible for its own acts and the results thereof, and shall not be responsible for the acts of the other organization or the results thereof. Each organization, therefore, agrees that to the extent it may legally do so, it shall assume all risk and liability to itself, its officers, employees or agents, under the memorandum, for any claims, damages, losses, judgments, expenses or other costs including litigation costs and attorney’s fees, arising out of, in connection with, or resulting at any time from any and all causes due to any act or acts, negligence, or failure to exercise proper precautions, of or by itself, or its own officers, employees or agents, in the performance of this memorandum.”

Applicable Law – This agreement will be governed by the Delaware law, without giving effect to conflict of laws principles.

Resolving Disputes – If a dispute arises under this Agreement, both parties agree to first try to resolve the dispute directly and as a last resort, any party may take the matter to the state of Delaware, Court of Chancery.