Master Rental Agreement for Motor Vehicles

MASTER RENTAL AGREEMENT FOR MOTOR VEHICLES

This Master Rental Agreement dated ______(“Agreement“) by and between The Hertz Corporation (“Hertz”) and ______(“Customer”).

WHEREAS, Customer is a business entity and desires to rent light duty trucks, vans or passenger motor vehicles (“Vehicles”) from Hertz.

NOW THEREFORE, the parties agree as follows:

1.) Vehicle Rental

Hertz agrees to rent to Customer designated Vehicles from time to time at monthly rental rates to be agreed upon by the parties. The initial rental period shall not exceed four (4) months and thereafter the rentals shall renew on a month to month basis if needed.

2.) Bailment

It is agreed and understood that Customer is obtaining a bailment that allows Customer to use the Vehicles as permitted by this Agreement.

3.) Vehicles

Hertz warrants that the Vehicle(s), upon delivery to Customer, will to be in good mechanical and merchantable condition. Customer will be responsible for ensuring that the Vehicles and keys are safely secured and will return the Vehicles to Hertz in the same condition as provided, normal wear and tear accepted. Returned Vehicles shall meet the Vehicle Turn‐In Standards set forth in Schedule A. Customer will promptly notify Hertz of any accident, damage or failure of a Vehicle and will cooperate with Hertz in connection with gathering information in connection therewith. Customer shall not permit (a) use of a Vehicle outside of the United States or Canada; (b) use of Vehicle by anyone under the influence of alcohol or drugs; (c) use of a Vehicle for any activity that could be charged as a felony; (d) use of a Vehicle to carry persons or property for hire; or (e) use of a Vehicle on an unpaved road.

4.) Valid Driver’s Licenses; Violations

Customer shall be solely responsible for ensuring that the Vehicles are operated only by individuals with valid and appropriate driver’s licenses. If the operation of a Vehicle requires a commercial driver’s license or special endorsement, or is subject to other specific requirements, Customer shall take the necessary steps to ensure that all such requirements are met. Customer shall also be solely responsible for all parking tickets, toll violations and any other citations issued against the Vehicles solely as a result of Customer’s acts or omissions while they are on rent and in Customer’s care, custody and control.

5.) Risk of Loss or Damage to Vehicles and Stored Property

All loss of or damage to the Vehicles, unless such loss or damage results from a latent defect, or the negligence or willful misconduct of Hertz, while the Vehicles are on rental and in Customer’s sole care, custody and control, including but not limited to fire, flood, theft, comprehensive losses, collision and rollover and acts of God, will be the responsibility of Customer and Customer shall promptly reimburse Hertz for the reasonable verified cost of such damage or loss. Customer’s responsibility is limited to the lesser of (a) reasonable repair cost for repairable damage or (b) the fair market value of the Vehicle(s) at the time it is lost or damaged, less any salvage value. Customer is also responsible for any loss or theft of personal property stored in the Vehicles unless such loss or theft is due to the negligence or willful misconduct of Hertz.

6.) Insurance

(a) Public Commercial General Liability, Automobile Liability to include bodily injury and property damage liability insurance. and Third Party Property Damage Liability Insurance (Third party)

Customer will at its expense, at all times during the term of this Agreement, maintain in force Public Commercial General Liability for limits not less than $1,000,000 per occurrence and $2,000,000 in the aggregate and /,Automobile Liability for limits not less than $1,000,000 combined single limit. and Third Party Property Damage Liability Insurance with a limit for bodily injury, including death, of $500,000 for each person in each accident, and with a limit of liability of $1,000,000 for all persons in each accident, and with a limit of liability for property damage of $250,000 for each accident, on a primary and not excess or contributory basis, for Customer’s liability for injuries and/or damages sustained by any person or persons a third party., including, but not limited to, agents or employees of Customer, as a result of the Customer’s use, operation, possession or storage of the Vehicles rented by the Customer under this Agreement.. Customer will, on demand, furnish Hertz a Certificate of Insurance evidencing such insurance, endorsed to provide that such insurance may not be canceled or materially modified except on thirty (30) days prior written notice to Hertz and stating should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions . Customer, its agents and employees will cooperate fully with Hertz and Customer’s insurer in any investigation, prosecution or defense of any claim or suit arising therefrom and will do nothing to impair or invalidate the insurance coverage. Hertz’s acceptance of Customer’s Certificate(s) of Insurance will not be deemed a waiver or modification of Customer’s insurance, indemnity or any other obligation under this Agreement. The aforesaid Customer insurance obligation will not in any way limit Customer’s liability hereunder.

(b) Property Insurance (Hertz’s Vehicles)

Customer’s will, at its own expense and at all times during the term of this Agreement, maintain in force Property Vehicle Damage Insurance in an amount adequate for actual cash value to cover any damage to, or loss of, the Vehicles being rented under this Agreement. Customer’s policy must expressly cover hired non‐owned Vehicles while in Customer’s care, custody and control. Customer will, on demand, furnish Hertz a Certificate of Insurance evidencing such insurance and endorsed to provide that such insurance may not be canceled or materially modified except on thirty (30) days prior written notice to Hertzstating should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. The amount, terms and conditions of the insurance required herein must be acceptable to Hertz.

7.) Indemnification

Except to the extent due to the negligence or willful misconduct of the Indemnified Hertz Parties, Customer will defend and indemnify Hertz, its affiliates, directors, officers, employees and agents (“Indemnified Hertz Parties”) from and against all loss, liability, claims, actions or expenses, including reasonable outside attorneys’ fees, sustained by any person, including but not limited to employees of Customer, arising from the operation, use or misuse of the Vehicles or from the breach of Customer’s obligations under this Agreement. This indemnification obligation shall survive the expiration or termination of this Agreement.

Except to the extent due to the negligence or willful misconduct of the Indemnified Customer Parties, Hertz will defend and indemnify Customer, its affiliates, directors, officers, employees and agents (“Indemnified Customer Parties”) from and against all loss, liability, claims, actions or expenses, including reasonable outside attorneys’ fees, sustained by any person, including but not limited to employees of Hertz, arising from the breach of Hertz’ obligations under this Agreement. This indemnification obligation shall survive the expiration or termination of this Agreement.

8.) Hertz #1 Club Gold Service

Hertz shall provide, at no additional charge, Hertz #1 Gold Service to individuals designated in writing by Customer who will utilize the Vehicles. Customer shall provide Hertz with the necessary information regarding such individuals required by Hertz to provide them with Hertz #1 Club Gold Service. 9.) Term

This Agreement shall be effective as of the date first above written and shall remain in effect for a period of two years.

10.) Payment

Customer shall pay Hertz the applicable monthly rental charges for the Vehicles within thirty (30) days of the date of the applicable invoices. If Customer fails to pay rental charges when due, Hertz shall have the right to assess late payment charges equal to one percent (1%) per month in addition to any other remedies Hertz may have pursuant to this Agreement and applicable law.

11.) Events of Default

The following shall constitute Events of Default under this Agreement: (a) Customer’s failure to pay overdue rental charges within ten (10) days of notice from Hertz;

(b) Customer’s or Hertz’s failure to comply with any other material obligation under this Agreement, which failure is not cured within thirty (30) days of notice thereof;

(c) Either Customer or Hertz commits an act of bankruptcy or insolvency or the commencement of a bankruptcy, receivership, insolvency, reorganization, dissolution, liquidation or similar proceeding against Customer or Hertz, which proceeding is not dismissed within sixty (60) days of such filing;

(d) The placement of a judgment lien, garnishment or levy against not less than ten percent (10%) of either party’s assets, which is not released within thirty (30) days of the date of attachment.

If customer defaults and Hertz deems itself insecure, Hertz may peaceably enter the Customer’s premises and remove the Vehicles. Either party may terminate this Agreement upon notice to the other party if the other party commits an Event of Default.

12.) No Consequential Damages

Each partyHertz shall not be responsible to the other partyCustomer or any operator of a Vehicle for any indirect, special or consequential damages, including lost profits, arising out of this Agreement.

13.) No Assignment

This Agreement may not be assigned by either party without prior written consent of the other party.

14.) No Third Party Beneficiaries; Independent Contractors

This Agreement is intended for the benefit of the parties hereto, and no other party may claim rights hereunder, whether as a third party beneficiary or otherwise. The relationship of the parties is solely that of independent contractors, as neither party can obligate the other party to third parties.

15.) Confidentiality

Each party agrees to protect as confidential this Agreement and all information exchanged hereunder and further agrees not to use or disclose said information for purposes other than as specified in this Agreement.

16.)Applicable Law

This Agreement shall be governed by the laws of the State of New Jersey, without regard to conflict of law principles. Both parties agree to waive trial by jury in connection with any disputes that may arise from this Agreement.

17.) Notices Any notice under this Agreement shall be deemed given if sent by express mail service or facsimile transmission and addressed to the parties concerned at the following addresses:

Hertz: Jordan Reber Senior Director Hertz Entertainment Services 225 Brae Boulevard Park Ridge, New Jersey 07656

Fax: 1‐866‐333‐7841

With a copy to:

Deputy General Counsel The Hertz Corporation 225 Brae Boulevard Park Ridge, New Jersey 07656

Fax: 1‐201‐307‐2876

Customer: ______

Fax: ______

18.) Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and may be amended only by the written agreement of the parties.

IN WITNESS WHEREOF, the parties hereby enter into this Agreement as of the date first above written.

______(Customer)

By: ______

Name: ______

Title: ______

Date: ______THE HERTZ CORPORATION

By: ______

Name: ______

Title: ______

Date: ______

SCHEDULE A

(See attached) Vehicle Turn‐in Standards

Acceptable turn in standards are defined as follows:

 Sound mechanical operating condition.

 Returned with the same factory installed equipment with which the vehicle was originally delivered, including floor mats.

 Cars must be clean. All units are to be washed and vacuumed prior to turn‐back, have at least ¼ tank of gas, all fluids and lubricants at proper levels, cooling system winter protected at ‐20 degrees, and batteries charged.

 Normal maintenance care, including scheduled oil and filter changes at 5,000 mile increments.  100% Chargeable Damage—Missing or damaged parts or trim and the labor associated with the replacement of same. All glass and tires replacement, plus all rework and removal of protective coating.

 No body damage, including water damage.

 No glass damage, chips, cracks, sandblasting or no‐Carlite replacements.

 No carpet or upholstery damage, including burns and permanent stains. Plugs partial sections, or other non‐production‐type repairs are not acceptable.

 No missing or damaged parts, i.e., bodyside molding, wheel covers, spare tires, etc.

 All tires must have a 4/32” tread or better remaining across all treads, including the spare, and all tires must be original equipment standards and matched by size, quality and brand.