Agency Agreement

between

Truck Parking Area Operator, hereafter “Client”

and

Move & Park, Seestrasse 64, 8942 Oberrieden, Switzerland, hereafter “Agent”

I. Parties

  1. The Truck Parking Area Operator operates parking space for heavy good vehicles. He makes parking space available for reservation.
  2. Under the name Truckinform, the agent operates an on-line parking space reservation system through the websites www.truckinform.eu and www.truckinform.com and the subdomains associated with these domains (collectively referred to in what follows as: “Truckinform website”). Through this parking space reservation system, third parties can reserve the parking spaces of a parking space operator by online booking.

II. Contract object

  1. The provisions of Article 418 a and following pages, of the Swiss law of obligations, apply to this contract.
  2. The agent acts as an intermediary for the parking spaces registered by the client in their reservation profile. He is authorised to conclude contracts in their name and on their account for the parking spaces released for placement in their reservation profile.
  3. The brokering of parking spaces is not limited to a specific region.
  4. The brokering of parking spaces via Truckinform is free of charge. The agent reserves the right, however, on adjustment of the contract, to request a fee for the brokering of parking spaces in future.
  5. The agent may also act for other clients.

III. Obligations of the agent

  1. The agent must safeguard the interests of the client and perform his activities with the care of a prudent businessman. In particular, he must

a) Immediately notify the client of occurrences which are of interest to them; keep correspondence which arises through business relationships with customers for three years and produce it for the client upon request

b) Comply with the details concerning price and parking space conditions in the client’s user account

c) Complaints as well as other customer statements, which concern the law on account of inadequate service, must be transmitted by the agent to the client without delay

d) To give other specific information to the client, within a reasonable scope, upon their verbal or written request.

IV. Responsibilities of the client

  1. The client will support the activities of the agent. They will ensure that all information required to broker the parking spaces, in particular the availability of their parking spaces and their conditions of use and business terms, are correctly registered in their user account, and that any possible changes are implemented immediately.
  2. The client will immediately inform the agent and any affected users of repair work or faults in the infrastructure which prevent or limit the rental of parking spaces.
  3. The client undertakes to always make at least 3 free parking spaces for a total time of 600 hours per month available to the agent for brokerage each month.
  4. They give all other relevant information relating to the characteristics and use of the parking spaces offered
  5. In particular, they will take care that the parking spaces released for brokerage in their user account are actually available.
  6. Further, they will keep the Truckinform website up to date as to the status of reservations on their truck parking areas. This means they will in the list of reservations under VIEW MY RESERVATIONS a) click the NO-SHOW button within 24 hours of planned arrival time+reservation guarantee time for all reservations for which truck drivers failed to arrive in time, and b) click the CLOSE button within 24 hours of planned arrival time+reservation guarantee time for those reservations for which drivers kept their appointment.
  7. The client will immediately register changes to their prices and terms and conditions in their user account.

V. Non-disclosure

  1. Each party undertakes, before and during the term of this contract, to maintain the secrecy of all information, data and knowledge (hereafter referred to as “confidential information”) revealed by the other party, or otherwise obtained in connection with the implementation of this agreement, even when the confidential information has not been explicitly marked as secret within the scope of the arrangement or acquisition. Customer data, truck parking area details and software and system specifications are considered confidential information in particular. This does not apply insofar as the confidential information is generally known or publicly accessible or becomes generally known or publicly accessible in a legally permissible fashion other than through the agency of the obligated parties.
  2. The parties will use confidential information only for the purposes of a proper implementation and fulfilment of this agreement, and will take all appropriate and reasonable measures to prevent dissemination of the confidential information in violation of this contract.
  3. The duty of confidentiality extends beyond the life of this agreement. It ends when the confidential information has become generally known or made publicly accessible in a legally permissible fashion without the intervention of the contracted parties.

VI. Intellectual property rights

  1. Each party fully retains the entirety of the intellectual property rights to which they are entitled, in particular all patent, design, copyrights, personal, name and company rights as well as the rights to their know-how. Except as otherwise provided for in this contract, neither party grants the other party a right to use their own intellectual property without express written agreement given in advance.
  2. For the duration of this contract, the client grants the agent limited non-exclusive rights to use its trade names, trademarks, product symbols as well as other symbols and product descriptions (hereafter referred to as “contract-related marks”). This authorisation is only to be used by the agent within the scope of this contract and exclusively for the purpose of promoting the parking space reservations. The authorisation is granted free of charge.

VII. Liability

  1. A contract-infringing party is liable to the other party for the direct damages caused by a violation of the contract, however not for indirect damages including lost sales or profits, loss of use or capital costs, insofar as they are not provided for in this contract. The liability for deliberate or grossly negligent damage is subject to no limit.
  2. Move & Park is not liable for force majeure or for system errors or outages caused deliberately or by gross negligence.
  3. Article 418m, para. 1 of the Swiss law of obligations remains reserved.

VIII. Duration and termination

  1. This contract enters into force on acceptance, i.e. when the client sets up the reservation model.
  2. This contract can be cancelled at any time as long as a two-month notice period is observed.
  3. The right to cancel this contract with good cause is not affected.
  4. The time between the beginning of the contract and December 31 of the same year as well as in each following calendar year until the end of the contract are considered the “contract year”. All details in this contract which relate to a contract year apply in each case only on a pro rata temporis basis for the first and last contract year, insofar as these as not full calendar years.
  5. Cancellation of this contract does not excuse the parties from fulfilling their responsibilities according to the contract until it has expired, nor from ensuring that business is handled properly in the course of the normal business routine.

IX. Final provisions

  1. All communications from a party to this contract relating to the enforcement of claims, the maintenance of legal positions, the termination of the contract as well as requests for the other party to implement a legally-binding action must take place in writing via registered mail to the other party’s last-known address, insofar as, in relation to individual communications, no other provision in this contract applies. If a registered delivery attempt is unsuccessful, the communication will be considered delivered when the notice of delivery is left by the delivery person.
  2. The rights and duties arising from this contract may not, either wholly or in part, be assigned or in any other way transferred to third parties without the written consent of each of the other parties.
  3. All changes and supplements to this agreement require the written form in order to become legally effective. This also applies for this written form clause.
  4. Should a clause of this contract be invalid or unenforceable, the other provisions of this contract shall not be affected thereby. The parties agree to replace the invalid or unenforceable clause with a clause which is valid and enforceable and which comes as close as possible to the business objective linked to the invalid or unenforceable clause. Any loopholes in the contract are to be closed in a corresponding fashion.
  5. This contract is subject to Swiss law.
  6. Geneva is the exclusive legal venue for any disputes.
Version: 18 December 2012