I. muv’s Service Delivery Standards:

1. In addition to these Terms & Conditions, your performance as a muv operator is governed by muv’s Service Delivery Standards. Your application as accepted by muv, plus these Terms & Conditions, plus muv’s Service Delivery Standards are a binding agreement (the “Agreement”) between muv and you.
2. By agreeing to become a muv operator you acknowledge and agree that:
   1. prior to submitting your application you read, understood, agreed with and accepted the Service Delivery Standards
   2. by submitting your application and then receiving muv’s acceptance of that application you agreed to abide by the Service Delivery Standards
   3. you will promptly review, accept, and then follow each new version of the Service Delivery Standards as they are revised and updated by muv
   4. any vehicle driver providing services pursuant to this Agreement must be your employee, and may not be a subcontractor, independent contractor, or other so-called farm-out service provider to you.

II. Insurance:

1. You agree to maintain the following insurance: (a) commercial general liability policy in the amount of $1 million per occurrence combined single limit, covering bodily injury, property damage, and non-owned automobile liability; (b) owned automobile insurance policy for physical damage of not less than $1 million per accident for all vehicles under 16 passenger capacity, $5 million per occurrence for all vehicles above 16 passenger capacity; and (c) workers compensation insurance to the extent required by law with statutory limit.
2. muv must be named as an additional insured on each insurance policy except for workers compensation, as follows: muv, inc., 15770 Dallas Parkway, Suite 1100, Dallas, Texas 75248. You agree to furnish certificates, bearing the certification of the insuring companies, showing the required coverage and stating that the policies will not be altered, canceled or permitted to expire without first giving 30 days’ prior written notice to muv. These certificates of insurance must be updated not later than five days prior to the renewal of any policy. This insurance is a condition precedent to payments by muv hereunder.
3. All policies must include a waiver of subrogation in favor of muv, to the fullest extent available. The certificates of insurance required by paragraph 1(b) must indicate such waiver of subrogation.

III. Confidentiality:

During the course of performance of this Agreement, whether before or after its signing, each party hereto may disclose to the other party certain confidential information including, without limitation, information of a financial or technical nature, or related to the party’s products and services, operations, clients and prospective clients, sales proposals, pricing data, know-how, design rights, trade secrets, market opportunities, operations management, information technology and other intellectual property, and/or business plans. Each party acknowledges and agrees that such confidential information is a valuable and unique trade secret belonging to the other party, and that each party has expended and will continue to expend substantial time, money, and effort developing such information. Each party agrees to maintain and protect such information in the strictest confidence, not to disclose such information to any third party without the other party’s prior written consent, and not to use such information other than for performing its obligations under this Agreement. Neither party will use the confidential information to the detriment of the disclosing party. Under no circumstances may disclosure of the information by one party to the other be construed as granting any rights to the recipient, by license or otherwise, to any of the disclosed information .Each party guarantees and assures that its employees, agents, subcontractors, or any other persons acting on its behalf (including the employees or independent contractors of such persons) will comply with this confidentiality obligation; and each party will be liable for any failure by such persons to comply with this confidentiality obligation.

IV. Nonsolicitation:

During this engagement with muv and for a period of two years after its termination for any reason, you agree not to solicit, divert or take away, directly or indirectly, for yourself or any other business, any muv client or prospective client. For purposes of this Agreement, “prospective client” includes any client being solicited by muv at the time of this engagement’s termination. Also, during this engagement with muv and for a period of one year after its termination for any reason, (a) you agree not to recruit or attempt to recruit, hire or attempt to hire, directly or indirectly, for yourself or any third party any muv employee or independent contractor, and (b) you agree not to solicit, divert or take away, or attempt to solicit, divert or take away, directly or indirectly, any muv client, prospective client, or client-related business in existence at the time of this engagement’s termination, either for yourself or any third party.

V. Indemnification:

You agree to indemnify, defend, and hold harmless muv, its directors, officers, employees, and agents from and against any claim, liability or potential liability, demand, action, suit, proceeding, judgment, damage, loss, cost, expense, including attorneys’ fees and expenses, attributable in whole or in part to (a) your failure to perform this Agreement in accordance with its terms, and/or (b) any bodily injury or death, or any damage to or destruction of property (including loss of use thereof) caused by, arising out of, or resulting from negligence, fault, or omission by you, your employees, your subcontractors, suppliers.

VI. Independent Contractor:

You are at all times under this Agreement an independent contractor, and you will not be and will not represent yourself to be an agent, joint venturer, partner, owner, or employee of muv or to be related to muv other than as an independent contractor. No representation may be made by you nor act done by you which could establish any apparent relationship of agency, joint venture, partnership, or employment with muv. Similarly, neither muv nor you will be bound in any manner whatsoever by any agreement, guarantee or representation made by the other party to any person or by any action taken by the other party. muv will not withhold or pay any federal, state, or local employee-related taxes from payments made to you pursuant to this Agreement; all such taxes are your sole obligation.

VII. Drug Testing:

By signing this Agreement you agree that muv may in its sole, reasonable discretion require you to institute drug/alcohol testing other than as described by you on your application.

VIII. Assignment:

You may not assign this Agreement or any payments due or to become due hereunder. You may not use subcontractors, independent contractors, or other so-called farm-out providers to perform the work under this Agreement.

XI. Miscellaneous:

1. In the event of any dispute involving this Agreement, you consent to jurisdiction and venue in Dallas County, Texas. This Agreement will be interpreted in accordance with the laws of the State of Texas, without regard to its provisions on conflicts of laws. The parties waive any right to a jury trial.
2. This Agreement represents the entire agreement between the parties hereto with respect to the matters covered herein. No other agreements, representations, warranties or other matters, oral or written, express or implied, shall be deemed to bind the parties hereto. This Agreement may not be amended or revised except in a writing signed by both parties.
3. The foregoing provisions terminate simultaneously with termination of the Agreement to which these Terms & Conditions apply; provided that, paragraphs 2, 3, and 4 above survive for a period of two years following such termination.