MEMORIAL DAY

In this Agreement, Omni Star and Motor Carrier may sometimes be referred to collectively as the “Parties.”

WHEREAS Omni Star agrees to provide the Services to Motor Carrier including over-dimensional and special cargo licensing and permit services; and

WHEREAS Motor Carrier wishes to be provided by Omni Star with the Services including certain licensing, permits, and related services needed for Motor Carrier to run its business.

NOW, THEREFORE in consideration of mutual covenants and promises herein contained and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. The Services Provided
   
   1. Omni Star agrees to provide Motor Carrier with certain licensing, permitting and related services as it is necessary for Motor Carrier to fulfill its obligations owed to its customers.
   2. Omni Star shall get relevant federal, state, and local government permits for Motor Carrier so that it could ship its cargo using information provided by Motor Carrier as to the date of shipment, origin and description of the cargo, its weight and dimensions.
   3. In the event of any unresolved disputes, claims, unpaid services causing cessation and/or suspension of the above services, or if Omni Star fails to present to Motor Carrier any of the licensing and permitting documents required under Articles 1.1 above Motor Carrier shall have the right to immediately suspend and/or cancel the Agreement at its sole discretion.
2. Price
   
   1. Attached hereto as Exhibit A offers the services list with indicated prices hereinafter referred to as Services List as of the date of this Agreement. Al the information on the Service List is subject to change without express prior notice to and consent of Motor Carrier who can request a current Services List being in effect from Omni Star at any time.
   2. All plainly required and recommended governmental authority relevant fees of any kind, tolls, and similar payments will be billed by Omni Star to Motor Carrier.
   3. All plainly required and recommended governmental authority relevant fees of any kind, tolls, and similar payments invoiced by Omni Star will be paid by Motor Carrier.
3. Payment
   
   1. Omni Star shall invoice Motor Carrier using different appropriate ways considered between the Parties for the Services that it has provided to Motor Carrier after the Completion Date.
   2. Motor Carrier agrees to pay the Price to Omni Star in full on the following dates: within fifteen (15) days of receipt of an invoice from Omni Star.
   3. Those invoices, which are not paid within the specified above period (fifteen (15) days of the receipt of invoice), shall incur interest at a rate of 12% per annum.
   4. If there are charges which should be paid in accordance with this Agreement they should exclude any applicable taxes or other similar amounts assessed by any governmental entity in respect of the provision of the Services by Omni Star to Motor Carrier under this Agreement and such shall be payable by Motor Carrier to Omni Star in addition to all the price specified on the Service list.
   5. Any Omni Star’s expenses arising out of and relating to Omni Star’s collection of all invoices and billings made by Omni Star to Motor Carrier including attorney’s fees are payable by Motor Carrier.
4. Credit Applications and References
   The Service Agreement shall not be deemed effective until Motor Carrier completes and returns a Credit Application to Omni Star. It is expected that there are bank references in such application. Motor Carrier guarantees that the data on the Credit Application is current, complete and true that Omni Star is relying on the statements in the Credit Application.
5. Obligations
   
   1. Motor Carrier shall behave as follows:
      • Provide Omni Star with a request for service form when the service is needed arranging it in the format specified in the attached Exhibit B.
      • Provide current and true information to Omni Star in time to allow Omni Star to obtain necessary permits and licenses;
      • Provide Omni Star with timely responses to all its questions and inquiries;
      • Provide all its drivers with Workers’ Compensation and unemployment according to the local law;
      • Provide truckers liability insurance and cargo damage insurance to ensure that its cargo, property, and equipment are protected;
      • Provide all equipment and accessories which are needed to transfer the cargo in a proper way;
      • Supervise all loading and be full responsible for all loading and unloading of the cargo;
      • Be fully liable for all loss or damages appropriate to the type of cargo;
   2. Omni Star shall get the needed licenses and permits for the cargo within the requirements specified on the request for service form.
6. Relationship of the Parties Contractor
   Omni Star and Motor Carrier are independent contractors. That is why the Parties agree that the Services provided within the framework of this Agreement shall considered as the services provided by an independent business and that neither Clause of this Agreement shall be considered as a partnership of any form of incorporation between the Parties. At the same time the employees of Motor Carrier cannot be regarded as employees of Omni Star.
7. Limitation of Liability
   
   1. According to this Agreement Motor Carrier is obliged to pay the Price specified in the Service list attached to this Agreement. Either party’s liability specified in other contracts or otherwise (even if it occurs because of negligence) arising out of or in connection with fulfillment of its obligations of this Agreement or any of its clauses, provisions, and attached exhibits shall be limited to the Price.
   2. Omni Star shall bear responsibility towards Motor Carrier for any indirect, incidental, exemplary, consequential, and alike damages. Motor Carrier agrees that Motor Carrier’s sole remedy against Omni Star for any breach of this agreement is the return of services fees and filing fees for each payment.
   3. Omni Star shall not be liable for changes or incorrect information received from Motor Carrier including, but not limited to, descriptions in cargo characteristics, dates, times, shipper or consignee addresses, or any other data provided by Motor Carrier.
   4. To the extent it is allowed by the state and local laws under no circumstances shall either Party bear responsibility for any loss of profits, data and business in the whole or any other indirect or consequential loss or damage.
8. Indemnification
   Motor Carrier agrees to defend, and prevent Omni Star from any and all losses, damages, liabilities, and expenses, including costs of litigation and reasonable attorney’s fees, related to or arising out of the operations of the Motor Carrier.
9. Force Majeure
   
   1. Omni Star shall not be responsible for any damage, loss, delay, or failures to fulfill its obligations under this Agreement when Acts of God, governmental actions, labor unrest, riots, and other causes beyond Omni Star’ reasonable control happen.
   2. Both Parties shall not bear responsibility for any problems with performance of this Agreement if they occur due to circumstances, which are beyond their reasonable control and if it is impossible to foresee them. This clause does not include various economic and market conditions influencing on the ability of the Parties to perform any of the provisions of this Agreement.
10. Proper Law
    This Agreement shall be construed, governed, and interpreted following the current relevant legislation of the State. If there is a conflict between various law provisions referred to the same circumstances, State law governing such conflicts will prevail.
11. Severability
    If any provision of this Agreement shall be considered void or invalid by any competent body, then such provision comes out of force being excluded out of this Agreement and replaced by valid substitute. The remainder of this Agreement shall be considered as being in force and valid. 12.Confidentiality
12. Confidentiality
    
    1. Each party to this Agreement agrees they will not disclose, divulge, reveal, report or use, for its purpose, any confidential information connected with the business of the other Party, which has been disclosed or otherwise becomes available when this Agreement is performed and which is regarded as confidential. This Clause is not true for the cases when such disclosure may be used to the benefit of the business of the other Party.
    2. The above obligations will survive indefinitely upon this Agreement terminates.
13. Amendments
    There shall be no unilateral changes made to this Agreement except for changes in the Services and Rates Schedule. All amendments are valid if they are made in writing and signed by both Parties.
14. Termination
    
    1. This Agreement shall be terminated on the Completion Date or after the event specified in Clause 14.2. of this Agreement.
    2. Either Party may terminate this Agreement according to written notice sent fifteen (15) days before the event in case of failure of the other Party to perform its obligations specified in this Agreement without remedying it within ___ days of written notice asking to do it sent by the other Party; or if a bankruptcy or an administration order is made in respect of the other Party or under other such circumstances.
    3. Even if this Agreement is terminated Motor Carrier cannot refuse its obligation to pay for services which were rendered, but not invoiced.
15. Counterparts
    This agreement may be signed in two or more counterparts – one copy for each Party, each of which shall have the legal force of an original, and all of which together shall constitute one and the same document.
16. Notices
    Any notice required to be given to Omni Star of Motor Carrier pursuant to this Agreement shall be in writing and shall be deemed duly given either
    • two (2) days after the date of mailing if sent by registered or certified mail, return receipt requested, or
    • one (1) day after the date of mailing if sent by a national overnight courier service, or
    • the date of sending an E-Mail to the addresses set forth below, with conforming copy sent concurrently by first class U.S. mail, postage prepaid or national overnight courier service prepaid, to the following address:
      If to Omni Star Inc

      836 S Arlington Hts Rd ste 363 Elk Grove Village, IL, 60007

      If to Motor Carrier
17. Personal Guaranty
    In consideration of Omni Star’s performances of the duties herein specified, the undersigned individual hereinafter referred as to the Personal Guarantor does jointly and severally personally guarantee unconditionally, at all times, to Omni Star, the payment of indebtedness or balance of indebtedness of the within named company.

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