Master Service Agreement

1. DEFINITIONS

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For the purposes of this Agreement, the following terms shall have the meanings set forth below:

• "Agreement" means this Driver Recruitment Service Agreement, including any exhibits or addenda attached hereto.

• "Confidential Information" means any and all information disclosed by one Party to the other Party, whether orally or in writing, that is designated as confidential or that, by the nature of the circumstances surrounding the disclosure, ought to be treated as confidential.

• "Effective Date" means the date on which this Agreement is executed by both Parties.

• "Services" means the recruitment services to be provided by Mason Alexander to Client as described in Section 2 of this Agreement.

• "Work Product" means any and all materials, deliverables, reports, data, analyses, or other work product created or developed by Mason Alexander in the course of performing the Services.

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2. SCOPE OF SERVICES

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2.1 Engagement. The Company hereby engages Mason Alexander to provide the recruitment services ("Services") described in Section 3 of this Agreement. Mason Alexander shall act as an agent for the Company, providing recruitment expertise and support to identify and screen qualified drivers. Mason Alexander's role is limited to recruitment and onboarding facilitation as outlined in this Agreement. Mason Alexander is not an employer of the drivers and shall not be considered an employee, officer, or agent of the Company for any other purpose besides fulfilling the obligations specified herein. Mason Alexander has no authority to bind the Company to any agreements or obligations outside the scope of this Agreement.

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2.2 Client Responsibilities. The Company shall provide Mason Alexander with all necessary information and specifications regarding the driver qualifications, positions to be filled, and any other relevant details to facilitate the successful completion of the Services. While Mason Alexander will make commercially reasonable efforts to secure qualified candidates, the Company acknowledges and agrees that Mason Alexander does not guarantee the placement or performance of any candidate referred through the Services. The Company shall retain sole responsibility for the ultimate outcome and success of the recruitment process, including but not limited to, the final selection, hiring, and retention of any drivers.

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2.3 Client Responsiveness Following Driver Referral. Following the referral of a qualified driver candidate ("Candidate") to the Client by Mason Alexander, the Client shall acknowledge receipt of the Candidate's information within 3 business days (the "Acknowledgement Period"). The Client shall, in good faith, review the Candidate's qualifications and either express interest in proceeding with the interview/hiring process, or communicate, in writing, its decision not to proceed with the Candidate.

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If the Client fails to acknowledge the Candidate referral or otherwise becomes unresponsive to Mason Alexander's reasonable attempts to communicate regarding the Candidate for a period of 7 consecutive business days following the expiration of the Acknowledgement Period (the "Unresponsive Period"), Mason Alexander reserves the right to, at its sole discretion: 

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(1) Invoice the Client for an amount equal to fifty percent (50%) of the placement fee that would have been payable to Mason Alexander had the Client hired the Candidate, as defined in the applicable quote, which shall be due and payable as per the terms outlined in Section 6 of this agreement ("Partial Placement Fee")

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3. RECRUITMENT SERVICES

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Mason Alexander will deliver the specific services chosen by the Client as indicated in the applicable quote ("Services"). The Client may modify their service selection at any time by emailing MA an updated Service Selection Form. A comprehensive description of the services offered by MA can be found on our website at [www.masonalexanderjobs.com/services].

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(i) Other Services: Mason Alexander may provide other recruiting or related services upon the written request of the Client. The scope of work, fees, and payment terms for such services shall be mutually agreed upon in writing by both parties in a separate addendum to this Agreement.

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4. TERM AND TERMINATION

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4.1 Term. The term of this Agreement ("Term") shall commence on the Effective Date and shall continue in full force and effect until the completion of the Services as defined herein, unless earlier terminated in accordance with the provisions of this Section 3.

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4.2 Termination by Client. Clients shall not terminate this Agreement for a period of thirty (30) days following the Effective Date, when services are fully implemented. After the initial thirty (30) day period, Client may terminate this Agreement without cause, by providing at least ten (10) days prior written notice to Mason Alexander LLC, except in the event of termination for non-payment as detailed in Section 6.2(c), which shall take precedence.

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4.3 Termination for Breach. In the event of a material breach, excluding breaches related to payment obligations which are addressed in Section 6.2, of any provision of this Agreement by either Party, the non-breaching Party may terminate this Agreement by providing ten (10) days' prior written notice to the breaching Party, specifying the nature of the breach. If the breaching Party fails to cure the breach within the ten (10) day notice period, this Agreement shall terminate automatically at the expiration of such period. Breaches of payment obligations by Client shall be governed by the provisions in Section 6.2.

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4.4 Effect of Termination. Upon termination of this Agreement for any reason:

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(a) Payment for Services Rendered: Client shall remain liable for all fees due to Mason Alexander for Services rendered prior to the effective date of termination, including any unpaid portion of the monthly retainer fee, prorated up to the date of termination.

 

(b) No Consequential Damages: Except for breaches of confidentiality under Section 6, neither Party shall be liable to the other for any indirect, incidental, consequential, or special damages arising from or related to the termination of this Agreement.

 

(c) Waiver of Certain Claims: Client hereby expressly waives any and all claims against Mason Alexander for lost profits or anticipated sales resulting from the termination of this Agreement, except in cases of gross negligence or willful misconduct by Mason Alexander.

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4.5 Pause/Cancellation of Services:

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(a) Pausing Services: Client may request to temporarily pause the Services by providing written notice to Mason Alexander. The duration of the pause period and any potential reduction in recruiting fees shall be mutually agreed upon in writing. 

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(c) Resumption of Services: Following a pause, Services will resume on the agreed-upon date. Mason Alexander reserves the right to adjust the retainer fee upon resumption of Services, based on market conditions and Client's requirements. 

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(d) Notice: Any notice for pausing or cancelling services shall be made in accordance with Section 15.

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5. PERFORMANCE AND COOPERATION

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5.1 Best Efforts. Each Party hereto shall use commercially reasonable efforts to perform its obligations under this Agreement in a timely and professional manner.

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5.2 Cooperation. The Parties shall cooperate with each other in good faith and shall furnish to the other Party any information or assistance reasonably requested and necessary for the proper and efficient performance of the Services.

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6. SERVICE FEES AND PAYMENT

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6.1 Invoices and Payments. Mason Alexander LLC will submit invoices to the Client based on the billing cycle specified in the applicable quote ("Quote"). The Quote will detail the specific Services selected by the Client, the corresponding fees, and the frequency of invoicing (e.g., weekly, monthly, or other defined period). The Client authorizes Mason Alexander LLC to automatically debit the Client's designated bank account or credit card, as indicated in writing by the Client, on the invoice due date. All payments shall be made in US dollars. The Client agrees to provide Mason Alexander with accurate and up-to-date payment information, and to notify Mason Alexander of any changes to this information promptly. Unless otherwise specified in the applicable Quote, Client shall pay all invoiced amounts due to Mason Alexander LLC within three (3) days from the date of invoice. The Client may elect to pay via Stripe, wire transfer or ACH, if Client does not authorize automatic debit.

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6.2 Late Payment. Client acknowledges the importance of timely payment for the continuation of Services. In the event that Mason Alexander is unable to successfully process payment as described in Section 6.1, whether due to a failed automatic payment or Client's failure to manually remit payment by the invoice due date, the following Late Payment terms shall apply: 

 

(a) Late Payment Fee and Interest:

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(i) Late Payment Fee: If payment is not made by the end of the grace period, a late payment fee of $50.00 or 1.5% of the outstanding balance, whichever is greater, will be applied to Client's account. 

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(ii) Interest on Unpaid Amounts: In addition to the late payment fee, Mason Alexander may charge interest on any unpaid amounts at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid. 

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(b) Returned Check Fee: If any check or other form of payment tendered by Client is returned for insufficient funds, uncollected funds, or a stop payment is issued, Client shall pay Mason Alexander a $50.00 service fee per returned item. 

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(c) Termination of Agreement: If the outstanding balance, including any late fees and interest, 

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(i) remains unpaid for 30 days following the initial due date, or 

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(ii) fails to pay any amount due hereunder more than two (2) times in any three-month period; Mason Alexander reserves the right to terminate this Agreement for cause, in accordance with Section 4.3. 

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(d) Collection Efforts: In the event of continued non-payment, Mason Alexander reserves the right to pursue all available legal remedies to recover the outstanding debt, including but not limited to engaging a third-party collection agency and/or initiating legal action. Client shall be responsible for all reasonable costs incurred by Mason Alexander in collecting any overdue payments and related interest, including, without limitation, attorneys' fees, legal costs, court costs, and collection agency fees.

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(e) Reinstatement of Services: Following suspension or termination due to non-payment, reinstatement of Services will be at the sole discretion of Mason Alexander and may be subject to a reinstatement fee, in addition to payment of all outstanding balances, applicable late fees, and interest. 

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6.3 Taxes.

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(a) Fees Exclusive of Taxes: The fees for Services set forth in this Agreement are exclusive of all applicable taxes, except as stated in Section 6.3(b).

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(b) Technology Subscriptions: Client is responsible for the payment of any applicable taxes related to technology subscriptions that are required for the provision of the Services.

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(c) Client's Responsibility: Client shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder, except for any taxes imposed on, or with respect to, Mason Alexander's income, revenues, gross receipts, personnel, real or personal property, or other assets.

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7. CONFIDENTIALITY

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7.1 Definition. For the purposes of this Agreement, "Confidential Information" shall mean any and all information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that, by the nature of the circumstances surrounding the disclosure, ought to be treated as confidential. Confidential Information includes, but is not limited to, business plans, financial information, Client lists, trade secrets, and any other non-public information related to the Disclosing Party's business.

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7.2 Exceptions. Confidential Information shall not include information that:

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(a) Is or becomes publicly known through no act or omission of the Receiving Party;

(b) Was lawfully in the possession of the Receiving Party prior to its disclosure by the Disclosing Party;

(c) Is lawfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or

(d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

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7.3 Non-Use and Non-Disclosure. Except as necessary to perform its obligations under this Agreement, the Receiving Party shall not use or disclose any Confidential Information of the Disclosing Party to any third party without the Disclosing Party's prior written consent. The Receiving Party shall protect the Disclosing Party's Confidential Information using the same degree of care, but no less than a reasonable degree of care, that it uses to protect its own confidential information of like kind.

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7.4 Notification of Breach. The Receiving Party shall promptly notify the Disclosing Party in writing of any actual or suspected unauthorized use or disclosure of Confidential Information and shall cooperate with the Disclosing Party in any reasonable efforts to regain possession of such Confidential Information or to otherwise mitigate the effects of such unauthorized use or disclosure.

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8. RETURN OF PROPERTY

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Upon termination or expiration of this Agreement, each Party shall promptly return to the other Party any and all documents, records, or other tangible items (including any confidential information) belonging to the other Party that are in its possession or control.

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9. MODIFICATION OF AGREEMENT

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This Agreement may not be modified or amended except by a written instrument signed by both Parties.

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10. ASSIGNMENT

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Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that Mason Alexander may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets.

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11. ENTIRE AGREEMENT

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This Agreement, together with any exhibits or addenda attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

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12. GOVERNING LAW AND JURISDICTION

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This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved exclusively in the state or federal courts located in Knox County, Tennessee. The Parties hereby irrevocably consent to the personal jurisdiction of such courts and waive any objection to venue or forum non-conveniens.

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13. SEVERABILITY

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If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall nevertheless remain in full force and effect. The Parties shall endeavor to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the economic, business, and other purposes of the invalid or unenforceable provision.

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14. WAIVER

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No failure or delay by either Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. Any waiver granted hereunder must be in writing and signed by the Party waiving its rights.

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15. NOTICES

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All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the  first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section).  All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested,  postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.  

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