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NP Auto Group Inc.

NEXTCAR RESERVATION SERVICES AGREEMENT

Effective Date May 24, 2019 Expiration Date May 24, 2020

Operator Business Name: Excellent Car Rental, A corproations formed under the laws of
Costa Rica.

Operator Business Address: ____________________________________________________

Operator Legal Address: Avenida Escazu, San José Province, San Rafael. Torre AE Dos Quinto
Piso 460-2070 San Jose, Costa Rica

Operator Individual Name / Title: Maria Jose Zuniga Ruiz, President

This Reservation Services Agreement, including its Schedules and any Additional Terms
and Conditions (“Additional Terms”), as may be modified from time to time and contained on
www.NextCarCarRental.com/Admin (“NextCar RSA Admin Site''), all of which are
incorporated herein (the “Agreement”), is effective as of the date written above (“Effective Date”)
by and between NP Auto Group, Inc., a Maryland corporation with a principal business address at
11411 Rockville Pike Rockville, MD 20852 and a support center at 13900 Laurel Lakes Avenue,
Suite 100, Laurel, Maryland 20707 (“NP Auto Group” or “We”) and the Operator Business and
Individual named above (“Operator” or “You”). NP Auto Group and Operator is each a “Party”
and are referred to collectively as the “Parties”.

WHEREAS, NP Auto Group and its affiliates are widely recognized by the public and
respected in the car rental industry and are in the business of providing, among other things, car
rental reservation services through various channels, including the “NextCar” website and toll-free
telephone numbers, as well as via third-party providers, such as traditional and online travel
agencies and the Global Distribution System (“NextCar Reservation System”);

WHEREAS, NP Auto Group or its affiliates own certain names and marks used in
connection with vehicle rental services, including “NextCar®” (the “NextCar Marks”);

WHEREAS Operator is an independently owned business offering vehicle rental services


to the public and wishes to access reservation services through the NextCar Reservation System
and to honor reservations made through the NextCar Reservation System as a “NextCar Car Rental
Network Provider”; and

WHEREAS, Operator and NP Auto Group each acknowledges and agrees that customer
care considerations are central to this Agreement and the relationship of the Parties.

NOW, THEREFORE, the Parties hereto, in consideration of the foregoing recitals which
are incorporated herein, and the mutual promises and covenants contained herein, and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, agree as
set forth herein.

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1. ACKNOWLEDGMENTS
1.1 Relationship of the Parties. This is an agreement for reservation services only.
Operator and NP Auto Group each agree that each is an independent business. Nothing in this
Agreement is intended to make either party a general or special agent, legal representative,
subsidiary, joint venturer, partner, franchisor, franchisee, joint employer, employer, employee or
servant of the other for any purpose. Neither Operator nor NP Auto Group is under any obligation
to enter into, or continue the relationship created herein or any other prior or current relationship
between the Parties.

1.2 Nature of Agreement and Fees. Operator acknowledges that this Agreement is
entered into strictly for the purpose of allowing NP Auto Group to process reservations for
Operator, and for no other reason, goods, or services. Operator is, and shall continue to be, an
independent business, and as such, shall at all times use its own name in conducting its business.
The Parties acknowledge that no franchise fees, either direct or indirect, are being paid by Operator
as part of this Agreement or the Parties' relationship, and that all fees paid by Operator to NP Auto
Group shall be as compensation for reservations received through NP Auto Group or for
reservation-related services provided by NP Auto Group.

1.3 No Conflict. Operator represents that it sought out the services provided by NP
Auto Group, and that as of the Effective Date, Operator was not a party to any contract or
agreement in conflict with the terms and conditions in this Agreement or the relationship that it
establishes.

1.4 Operator’s Sole Responsibility for Management; Compliance with Laws. The
Parties acknowledge that the management, direction, and control of Operator's business and
facilities is vested solely with Operator. Operator further represents and warrants that during the
term of this Agreement, Operator shall comply with all federal, state and local laws applicable to
the operation of its business, including but not limited to, vehicle rental, consumer protection, tax,
privacy and data security laws. (If Operator’s Operating Area (as defined below) is outside of the
United States, Operator represents and warrants that during the term of this Agreement, Operator
shall comply will all laws governing Operator, including but not limited to, vehicle rental,
consumer protection, tax, privacy and data security laws.)

1.5 Subordination to Channel Agreements. The Parties acknowledge that the terms of
this Agreement are subordinate to the terms of the various channel agreements included in the
NextCar Reservation System. NP Auto Group reserves the right to alter or amend this Agreement
from time to time in the event that system-wide changes are deemed prudent or as our channel
agreements are altered or amended.

1.6 No Reliance. Operator acknowledges that it has independently evaluated the


desirability of participating in this arrangement and is not relying on any representation, guaranty,
or statement from or on behalf of NP Auto Group other than as stated in this Agreement.

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2. OPERATOR'S OPERATING AREA
2.1 For purposes of this Agreement, Operator's “Operating Area” includes the non-
exclusive right to service reservations made through the NextCar Reservation System at either (A)
an airport listed below; or (B) the entire area(s) within the 3-mile radius of each of the following
non-airport serving physical retail service facilities:

Rental Location Address or Airport Service Information:

Serving (SJO) San Jose International Airport

2.2 Airport Permit. If the Operating Area is an airport location, Operator represents
and warrants that: (A) as of the Effective Date, Operator holds a license or operating permit as an
approved on-airport or off-airport vehicle rental company from the SJO Airport Authority
(“Airport Authority”); and (B) Operator will maintain the license or permit current and in good
standing during the term of this Agreement.

3. TERM AND TERMINATION


3.1 The term of this Agreement (“Term”) begins on the Effective Date and will expire
on the expiration date shown above, unless terminated earlier under the terms of this Agreement.

3.2 Operator may terminate this Agreement, for any reason or for no reason at all,
without cause or obligation, by giving at least 30-days’ prior written notice to NP Auto Group.

3.3 NP Auto Group may terminate this Agreement by giving at least 60-days’ prior
written notice (“60 Day Notice Period”) for any reason or for no reason at all without cause or
obligation.

3.4 Upon the expiration or earlier termination of this Agreement:

(A) All payments owed to NP Auto Group, less applicable Reservation Deposits
(as defined in Schedule 1) or prepayments (“Prepayments”) and vouchers payable, if any,
shall become immediately due;
(B) Credit extended to Operator by NP Auto Group will be immediately
withdrawn;
(C) Operator will remit to NP Auto Group any additional Deposit amounts
necessary to cover existing reservations;
(D) If Operator’s Deposit is insufficient to cover existing reservations, NP Auto
Group may, in addition to any other remedy, cancel or redirect the reservations that are not
secured by Operator’s Deposit;
(E) Within 30 days after the last rental date for any reservation made before the
termination or expiration date, NP Auto Group will refund to Operator all remaining
Deposits, less any remaining unpaid Operator obligations.

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4. NEXTCAR MARKS
4.1 Nonexclusive License. During the Term, NP Auto Group grants Operator a
nonexclusive, nontransferable, revocable license to prominently display the NextCar Marks for the
limited purpose of complying with this Agreement, subject to prior approval by NP Auto Group.
Under no circumstance shall the use of the NextCar Marks, whether in printed, written or verbal
form of any type, indicate that Operator is conducting and operating its business under the NextCar
Marks, or that any agreement of agency, partnership, joint venture, franchise, or other similar
exclusive or nonexclusive relationship exists between Operator and NP Auto Group.

4.2 No Initial Fees or Royalties. The Parties acknowledge and agree that Operator has
not paid NP Auto Group an initial fee, a royalty fee or any other fee in exchange for the limited
rights to use the NextCar Marks, and that the only fees paid to NP Auto Group by Operator
pursuant to this Agreement shall be as compensation for reservations received through NP Auto
Group.

4.3 Validity and Ownership of Marks. You acknowledge and agree that NP Auto
Group and/or our affiliates are the sole owners of the NextCar Marks, and that the NextCar Marks
are our valuable property. Operator expressly recognizes and agrees that any goodwill now
existing, or hereafter created through Operator's use of the NextCar Marks or through car rental
reservations obtained through NP Auto Group shall inure to the sole benefit of NP Auto Group.
Operator waives any and all past, present, or future claims it has, or might have, to the NextCar
Marks.

4.4 Display of NextCar Marks. During the Term of this Agreement, Operator may
prominently display NextCar Marks at Operator’s place of business, on Operator’s courtesy vans,
and in other advertising media and promotional materials within Operator’s Operating Area
subject to the following:

(A) In conjunction with the display of NextCar Marks, Operator will display Operator’s
business name and include language denoting Operator’s status as an independent NextCar Car
Rental Network service provider, such as:

“NextCar Car Rental Network services provided by ABC Rent A Car Inc.”

(B) Operator shall provide NP Auto Group, at least 30 days before proposed use, a
sample of any advertising or promotional materials in which Operator intends to use any NextCar
Marks.

(C) Unless authorized in writing by NP Auto Group, Operator shall not display NextCar
Marks, or use the name “NextCar”: (1) in connection with any website which competes with NP
Auto Group or in any manner diminishes the impact and importance of the NextCar sites; or (2)
on any social media site, including but not limited to, Facebook, My Space, Twitter or LinkedIn.

4.5 Other Reservation Systems. Operator acknowledges and agrees that Operator’s
support of NP Auto Group is central to this Agreement and Operator agrees to promote and foster

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the NextCar Reservation System. Operator will not participate in, assist, or foster competition with
NP Auto Group in any way, including through an affiliation or other business relationship with a
multi-location reservation system operating under a common name through which more than one
vehicle rental agency solicits reservations, without the prior written consent of NP Auto Group.

4.6 Operator’s Promotion of NextCar. To demonstrate its promotion of NP Auto


Group, by way of example and not by limitation, Operator agrees (at its expense) to: (A)
communicate Operator’s support of, NP Auto Group through the use of quality signing,
advertising, procedures and actions; (B) cooperate fully with NP Auto Group and other operators
in maintaining, promoting, and developing a favorable public recognition of the reservation
services offered by and through the NextCar Reservation System; and (C) encourage customer
patronage for other Operators receiving reservations through NP Auto Group. Operator shall not
cause or allow NextCar Marks to be associated with a competing reservation system.

4.7 Telephone Numbers. Operator and NP Auto Group each have the right to acquire
local telephone numbers under the NextCar Marks in Operator’s Operating Area in order to
facilitate bookings and to provide service for those bookings. Operator and NP Auto Group agree
to cooperate to minimize redundant or conflicting listings in the various printed and electronic
directories.

4.8 Representations and Warranties. Operator represents and warrants that:

(A) It has not previously reserved, filed or registered any of the NextCar Marks with
the United States Patent and Trademark Office (“USPTO”), or any other comparable local, state,
national or international agency.

(B) Operator shall not use the NextCar name or NextCar Marks, or any similar or partial
name, as Operator’s corporate name, assumed name or DBA (“doing business as”) designation.
Any exceptions to the foregoing which are required by Operator’s local jurisdiction require prior
written authorization from NP Auto Group. Operator also agrees not to purchase, license, title or
register vehicles under a name that includes “NEXTCAR”, “NEXTCAR RENT A CAR”,
“NEXTCAR CAR RENTAL”, “NEXTCAR RESERVATIONS”, “NEXTCAR RESERVATION
SYSTEMS”, or any similar name. Operator recognizes and acknowledges that NextCar is the
exclusive owner of the NextCar Marks, and all similar names, logos, and trade/service marks, and
agrees not to take any actions that would prejudice the rights of NP Auto Group.

(C) Operator shall not use the NextCar name or the NextCar Marks as part of or in
connection with telephone numbers, SMS numbers or addresses, MMS numbers or addresses,
Instant Messenger Screen names, RSS or other syndicated service feeds, profiles and accounts on
Twitter, MySpace, Facebook, LinkedIn, You Tube, Google Plus, Pinterest, Instagram, SnapChat,
or any other interactive or static site maintained on the Internet, the World Wide Web, or any other
similar proprietary or common carrier electronic delivery system.

(D) Operator shall not establish a website, landing page or other presence on the
Internet relating referring to the NextCar Marks. NP Auto Group and our affiliates retain the sole
right to market the NextCar Reservation System and Marks on the Internet, including the use of
websites, domain names, uniform resource locators, keywords, linking, search engines (and search
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engine optimization techniques), banner ads, meta-tags, marketing, auction sites, e-commerce,
applications to be used on mobile devices, such as iOS or Android apps, and co-branding
arrangements.

(E) While Operator has no permission, right or authority to do so, if Operator in the
future: (1) reserves, files, or registers any of the NextCar Marks; or (2) takes any of the actions
described in Section 4.8 (C) and Section 4.8 (D) above (including registration of a domain name),
Operator agrees to notify NP Auto Group immediately and upon request of NP Auto Group,
Operator agrees to immediately assign to NP Auto Group any interest that is obtained through the
reservation, filing, or registration of the NextCar Marks or other action described in Section 4.8
(C) or Section 4.8 (D) above in the United States or any other international jurisdiction, and
Operator hereby acknowledges that any such reservation, filing, or registration or other action or
use of any of the NextCar Marks shall be for the sole benefit of NP Auto Group and waives all
claims to any compensation whatsoever in connection therewith. If Operator registers the NextCar
name or NextCar Marks (or any variation of the NextCar name or Marks) in a country-level domain
outside of the United States, then Operator will also redirect that domain name to the
NextCarcarrental.com domain (or such other domain name that we require).

4.9 Non-U.S. Locations. If the Operating Area is outside of the United States, Operator
acknowledges that the NextCar Marks may not be registered in the Operating Area’s jurisdiction,
and that registration is not assured with respect to the NextCar Marks. Operator agrees that NP
Auto Group shall have no liability to Operator on account of a failure or refusal by trademark
authorities in the Operating Area’s jurisdiction to register the NextCar Marks, and that this
Agreement will remain in full force and effect notwithstanding the failure or refusal to register. If
required by local law, Operator shall take the necessary steps, at Operator’s expense, to record
Operator as a licensed user of the NextCar Marks at the appropriate government office or registry
in the Operating Area’s jurisdiction. NP Auto Group shall have the right to cancel the registration
upon expiration or termination of this Agreement, or if NP Auto Group determines that
cancellation is otherwise necessary or desirable. Operator shall not use a local language version
of the NextCar Marks or other local-language trade name without the explicit prior written
approval of NP Auto Group.

4.10 Infringement. Nothing in this Agreement shall be construed to bar NP Auto Group
from protecting its ownership rights in the NextCar Marks against infringement, including by
Operator, either during the Term of this Agreement or following the expiration or termination of
this Agreement. Operator will promptly and fully advise NP Auto Group of any apparent
infringement of the NextCar Marks that it discovers. Operator will fully cooperate with NP Auto
Group, at the expense of NP Auto Group, in defense and protection of the NextCar Marks.
However, nothing in this Agreement shall be construed to require NP Auto Group to take action,
and NP Auto Group shall not be liable to Operator in any manner.

4.11 Operator to Cease Use of NextCar Marks upon Expiration or Termination of


Agreement. Operator acknowledges that its use of the NextCar Marks is permitted only while this
Agreement is in full force and effect. Upon expiration or termination of this Agreement, Operator
shall no longer receive reservations from NP Auto Group, and Operator shall immediately remove
all NextCar Marks from its locations, vehicles, rental agreements, stationery and other printed
materials, and all other real and personal property. Operator may retain its locations, business and
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all telephone numbers, but will immediately take necessary steps to remove all NextCar Marks
from its location and advertising.

4.12 Remedies. Operator acknowledges that failure to comply with its obligations
regarding the NextCar Marks will cause NP Auto Group to suffer irreparable injuries that cannot
be compensated by monetary damages alone. Operator acknowledges that NP Auto Group will
not have an adequate remedy at law and that NP Auto Group shall be entitled to a temporary
restraining order, and/or a preliminary and final injunction without the necessity of posting any
bond, or to seek any and all other legal or equitable relief to prevent any further breach or
unauthorized use of the NextCar Marks. This remedy is separate and apart from any other remedy
NP Auto Group may have pursuant to this Agreement.

5. PRICING POLICIES
5.1 Specific information regarding the billing and pricing policies of NP Auto Group
is set forth in Schedule 1, which may be modified from time to time by NP Auto Group. The
schedule of charges, as well as Operator specific reports, can be accessed by Operator through
NextCar RSA Admin Site. All financial terms are strictly confidential.

5.2 Operator agrees to pay NP Auto Group, within thirty (30) days of date of invoice
from NP Auto Group, the charges incurred by Operator for all completed reservations during the
previous month pursuant to the Schedule of Charges then in effect. The current Schedule of
Charges is available to Operator through NextCar RSA Admin Site.

5.3 Any change in the NextCar Schedule of Charges will automatically become
effective thirty (30) days after posting on NextCar RSA Admin Site. Notice of any such change
will be sent to Operator's primary users by NP Auto Group at the time that any change is posted
in NextCar RSA Admin Site.

6. CUSTOMER SERVICE; RESERVATIONS; DATA BANK


MAINTENANCE; RESERVATION CHANNELS; RENTAL AGREEMENTS

6.1 Integrity of NextCar Marks. A primary goal of NP Auto Group is to provide the
best possible service to its customers through the courteous, efficient and high quality business
practices that the public associates with the NextCar Marks. To maintain the integrity of the
NextCar Marks, NP Auto Group chooses to provide access to the NextCar Reservation Services
and grant a limited license to use the NextCar Marks only to vehicle rental agencies that have
agreed to provide the highest levels of courteous, efficient service to their customers and who
operate their businesses ethically and professionally.

6.2 Rental Vehicles. Operator represents and warrants that it: (A) conducts its business
as a full service vehicle rental facility; and (B) will supply customers making reservations through
NP Auto Group with only the highest quality rental vehicles and service, including vehicles that:
(1) are clean, well maintained, mechanically safe and not missing parts; are (2) not more than 4

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model years older than the current calendar year; and (3) have less than 60,000 miles (96,500 km)
at the time of rental.

6.3 Compliance with Laws. Operator will conduct its operations in compliance with
all applicable laws and in an orderly and business-like manner, and will make no representations
to any persons that are in conflict with this Agreement or that are in any way false or misleading.

6.4 Customer Complaints. NP Auto Group monitors and evaluates all customer
complaints based on several criteria, including the type of complaint, Operator’s responsiveness
and Operator’s success in resolving the complaint. To maximize the quality of service provided to
its customers, Operator agrees to:

(A) Fully cooperate in the investigation by NP Auto Group of any customer complaint and,
upon request, provide NP Auto Group with any information or documents that NP Auto Group
considers relevant to its investigation.

(B) Promptly provide NP Auto Group, upon reasonable request, with information
concerning Operator’s services and location, including but not limited to, photographs of the
facility, fleet lists, policies and procedures.

(C) Self-monitor its performance through summaries provided by NP Auto Group and
available through NextCar RSA Admin Site.

6.6 Most Favored Nation. Operator agrees to offer its rental vehicles on NextCar
reservation systems at prices no higher than the prices offered to retail customers who book directly
with Operator for the same dates and locations.

6.7 Product Quality. Except as necessary to avoid overbooking with last-minute


reservations, Operator agrees to provide customers reserving through the NextCar Reservation
System with the same product availability as offered to retail customers who book directly with
Operator.

6.8 Honoring Reservations. Operator agrees to honor all confirmed reservations for a
minimum of 2 hours after the quoted arrival time at the rates and during the business hours
established by Operator and published by NP Auto Group. If, for any reason, Operator does not
or cannot honor the reservation at the time a rental was scheduled to begin, including if the reserved
vehicle is unavailable or Operator does not have sufficient inventory, Operator will, at Operator's
sole expense, either upgrade the customer to a higher class vehicle at no additional charge, or
obtain a vehicle from another company for the customer. In any event, Operator shall be
responsible, and make arrangements to pay or reimburse the customer, for any price differential
and reasonable expenses and costs incurred by the customer. In addition, Operator should use the
following guidelines if a customer arrives more than 2 hours after the quoted arrival time:

(A) If a customer provides NP Auto Group with accurate flight information at the time
the reservation is made and the reservation is confirmed, Operator should honor the reservation

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for a minimum of 24 hours after the quoted arrival time at the rates and during the business hours
established by Operator and published by NP Auto Group, when customers flight was delayed.

(B) If a customer has made a Reservation Deposit or Prepayment to NP Auto Group,


and arrives for rental more than 2 hours after the scheduled arrival, but within the reserved rental
period, Operator shall make best efforts to provide a comparable vehicle to the customer at the
earliest time practical, and at a cost no higher than the total price quoted in the reservation.

(C) On those occasions when a customer arrives beyond the time limits set forth above,
Operator agrees to use its best efforts to accommodate the customer with a vehicle similar in rate,
size and type to the vehicle originally reserved.

6.10 Operator’s Station Information and Policies; Third-Party Booking System Policies.
NP Auto Group agrees to maintain a current data bank of: (A) Operator’s station information,
rental qualifications and policies, vehicles, rental rates and availability, as made available to it by
Operator and as requested from time to time by NP Auto Group, and (B) the rules and regulations
established by the owners of each applicable automated reservation system included in the NextCar
Reservation System.

6.11 Operator’s Responsibility for Rates and Other Information. Operator


acknowledges and agrees that it is Operator's responsibility to maintain its own rates, blackouts
and promotions through NextCar RSA Admin Site. Operator further acknowledges and agrees
that: NP AUTO GROUP SHALL NOT BE RESPONSIBLE, NOR SHALL IT BE LIABLE FOR,
ANY INCORRECT RATE(S) QUOTED OR POSTED THROUGH NO FAULT OF ITS OWN.
OPERATOR ACKNOWLEDGES THAT THE OPERATOR SHALL BE RESPONSIBLE FOR
RATE MANAGEMENT SERVICES, AND THOSE SERVICES WILL INCLUDE
INFORMATION INPUT FROM HUMAN BEINGS. NP AUTO GROUP SHALL NOT BE
RESPONSIBLE FOR ANY LOSS OF REVENUE CAUSED BY RENTAL RATE
MISCALCULATIONS THAT MAY OCCUR WITHIN THE RESERVATION SYSTEM
FORMAT (INTERNET OR G L O B A L D I S T R I B U T I O N S Y S T E M ( “ GDS”)). NP
AUTO GROUP MAKES NO REPRESENTATION THAT THE RESERVATION SYSTEM
WILL BE UNINTERRUPTED OR ERROR-FREE, AND NP AUTO GROUP WILL NOT BE
LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS,
INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF
CUSTOMERS OR ANY LIABILITIES RESULTING DIRECTLY OR INDIRECTLY, FROM
CUSTOMER COMPLAINTS OR POTENTIAL PRICING OFFSETS TO SETTLE CUSTOMER
COMPLAINTS.

6.12 Overbooking. Operator acknowledges and agrees that the NextCar Reservation
System, and the relationship of NP Auto Group and its affiliates with various reservation channels
are valuable assets of NP Auto Group and its affiliates. Operator further understands that various
reservation channels have specific requirements for local rental agencies, and that NP Auto Group
has discretion to determine if Operator meets reservation channel requirements and whether to
allow and/or suspend and/or terminate Operator’s listing on various channels. Operator agrees that
it will not knowingly overbook on the NextCar Reservation System, nor make provisional
reservations directly with other reservation channels in anticipation of the potential for

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overbooking. If Operator unintentionally overbooks on the NextCar Reservation System, Operator
agrees that immediately upon discovering the overbooking, Operator will contact the NP Auto
Group reservation center to resolve the overbooking issue.

6.13 Inspection and Audit. Operator understands that various reservation channels have
specific requirements with which NP Auto Group (and its affiliates) and Operator must comply.
To confirm compliance with their requirements, these reservation channels have the right to
conduct a limited audit of both NP Auto Group and Operator’s reservation records to confirm
compliance. Operator agrees to cooperate fully with any such audit and that local costs associated
with such an audit (i.e. copying charges) will be borne by Operator.

6.14 Non-disparagement. Operator shall not disparage any NP Auto Group travel
partner, their products or services. To that end, Operator will refrain from making any statement,
reference or comment, whether orally or in writing, that directly, or indirectly by implication,
causes a potential customer not to use or buy a product or service from such travel partner. Operator
agrees to communicate this policy to all employees likely to come into contact with customers in
the normal course of their duties.

6.15 Rental Documents. Operator agrees that for vehicle rental reservations obtained
through NP Auto Group, it will:

(A) Provide a copy of any vehicle rental forms used for reservations obtained through
NP Auto Group, including any vehicle rental forms modified during the Term of this Agreement.
(B) Include on its rental agreements the following provision:
(Insert “Operator” business name here) is an independent locally owned and operated business that
accepts reservations through the reservation system of NP Auto Group, Inc. (“NP Auto Group”).
NP Auto Group has no liability for any acts of this car rental agency or for any injuries and/or
damages arising from your use of this car rental.

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7. INDEMNIFICATION AND INSURANCE

7.1 Insurance. Unless otherwise agreed in writing by NP Auto Group, Operator shall
maintain the following insurance coverage in the minimum amounts stated in US dollars:

(A) Commercial General Liability Insurance: which shall include bodily injury,
property damage, personal injury, products, completed operations, contractual liability, and broad
form property damage coverage, with combined single limits of not less than $1,000,000 per
occurrence.

(B) Auto Liability Insurance: coverage for rental vehicles in accordance with minimum
financial responsibility requirements under applicable federal, state, or international law. The auto
liability insurance must provide coverage for both the renter and Operator against personal injury,
death and property damage arising from the use of Rental Vehicles. The auto liability insurance
must be written on an occurrence policy form, and not a claims-made policy form. The auto
liability insurance coverage for Rental Vehicles must also include a “Rent it here leave it there”
endorsement. The insurance coverage requirements are: a) for the renter, at least the limits stated
in the financial responsibility laws of the jurisdiction whose laws apply to any loss; and b) for
Operator or the titled owner of each rental vehicle, at least $1,000,000 combined single limit per
occurrence.

The policies of insurance described herein shall be extended to cover NP Auto Group and
any other party required by NP Auto Group as an additional named insured and shall provide that
NP Auto Group will be afforded 10 days’ prior written notice of a cancellation or any material
change in such insurance, including but not limited to, any change in Operator’s business name,
limits of liability or policy exclusions. Upon signing this Agreement, and at such additional times
as may be reasonably requested by NP Auto Group, Operator shall furnish a certificate of insurance
to NP Auto Group as evidence of such insurance. Operator accepts the obligations and liabilities
of an insurer and/or insurance company for failure to comply with the obligations of this provision.
Receipt and approval by NP Auto Group of proof of insurance hereunder shall not relieve Operator
of any responsibility herein, including, but not limited to, claims in excess of limits and coverage
described above.

7.2 Indemnification. Operator agrees to defend, with counsel acceptable to NP Auto


Group, hold harmless, and indemnify NP Auto Group from and against any and all claims, actions,
liabilities, losses, costs and expenses, including reasonable attorney's fees, arising out of or
incidental to Operator’s operations or which in any way arise from or are related to this Agreement,
including, but not limited to, unauthorized representation and misrepresentation, injury to or death
of persons, claims for benefits under any Workers' Compensation or similar law, or damages to
property allegedly or actually suffered by any person or persons.

8. DISPUTE RESOLUTION - GOVERNING LAW

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8.1 If Operator and NP Auto Group are unable to resolve a dispute or controversy under this
Agreement through informal negotiation, Operator and NP Auto Group agree to the following
dispute resolution process:

(A) Face-to-Face Meeting. Before initiating an arbitration proceeding, Operator and NP Auto
Group agree to make a good faith effort to resolve the dispute at a face-to-face meeting
(“Face-to-Face Meeting”) between you and one of our representatives, each of whom is
authorized to making binding commitments on behalf of their respective parties. The Face-
to-Face Meeting will be held at the NextCar Reservation System Support Center where
located at the time of the dispute (currently, Laurel, Maryland) within 30 days after the
date of written notice proposing the meeting, unless Operator and NP Auto Group agree
otherwise in writing. If the Face-to-Face Meeting is not held within 30 days (or within the
otherwise agreed-upon time period), the request for a Face-to-Face Meeting will expire,
and the requesting party may file a demand for arbitration without making additional
attempts to resolve the dispute informally. Operator and NP Auto Group agree that the
written notice proposing a Face-to-Face Meeting must be dated before the expiration of the
applicable limitation on the period of time in which a claim may be brought under Section
8.B.8.

(B) Arbitration. Operator and NP Auto Group agree that, except as noted below, all
controversies, disputes or claims between you and your affiliates (and your respective
shareholders, members, officers, managers, directors, agents, employees, personal
representatives, and/or guarantors) and NP Auto Group and our affiliates (and our
respective shareholders, members, officers, managers, directors, agents, employees,
personal representatives, and/or guarantors) arising out of or relating to: (a) this Agreement
or any other agreement between you and NP Auto Group; (b) our relationship with you; or
(c) the scope and validity of this Agreement or any other agreement between you and NP
Auto Group or any provision of these agreements (including the validity and scope of the
arbitration obligations under this Section 8.B), or the enforcement of any right or obligation
which by its nature survives the expiration or termination of this Agreement must be
submitted to final and binding arbitration and must be resolved in accordance with the then-
current Commercial Rules of Arbitration of the American Arbitration Association
(“AAA”) by one neutral arbitrator selected by both the parties. Any judgment on the
binding arbitration award may be entered in any court having jurisdiction over the parties
and this Agreement.

1. Self-Executing. This arbitration provision shall be deemed to be self-


executing, and if either party fails to appear at a properly noticed arbitration proceeding,
an award may be entered against such party notwithstanding its failure to appear.

2. Choice of Law. The arbitrator shall apply the substantive laws of Maryland,
without reference to its conflict of laws provision. All issues relating to arbitrability or
the enforcement of this Section are governed by the U.S. Federal Arbitration Act (9 U.S.C.
§§ 1, et seq.), the U.S. federal common law of arbitration, and the arbitration act, if any,
of the state in which Our principal business office is located at the time of arbitration

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(currently Maryland). Judgment on an arbitration award, or on any award for interim
relief, may be entered in any court having jurisdiction, and shall be binding.

3. No Class Action. ARBITRATION SHALL BE CONDUCTED SOLELY


ON AN INDIVIDUAL, AND NOT A CLASS-WIDE, BASIS, UNLESS ALL PARTIES
AGREE OTHERWISE. ARBITRATION MAY NOT BE CONSOLIDATED WITH
ANOTHER ARBITRATION PROCEEDING. NO AWARD IN ARBITRATION WILL
HAVE THE EFFECT OF PRECLUSION OR COLLATERAL ESTOPPEL IN
ANOTHER ADJUDICATION OR ARBITRATION.

4. Venue. If Operator is the party commencing arbitration and Operator’s


Operating Area is located within the United States or a territory of the United States, the
arbitration shall be conducted at the regional office of the AAA which is located nearest
to Montgomery County, Maryland, unless otherwise agreed upon in writing by the Parties.
If NP Auto Group is the party commencing the arbitration and Operator is located within
the United States or a territory of the United States, the arbitration shall be at the regional
office of the AAA which is nearest to Operator’s Operating Area. If either Operator or
NP Auto Group commences arbitration and Operator’s Operating Area is located outside
the United States or a territory of the United States, the arbitration will take place at the
AAA offices located in Washington, D.C. United States of America. If litigation is
necessary under Section 8.1.B.8. or subsequent to an arbitration proceeding, litigation will
be set in the federal or state court in and for the city or county in which Our principal
business office is located at the time the litigation is filed (currently Montgomery County,
Maryland).

5. Costs. Each party is responsible for paying all costs and expenses payable
to the AAA and the arbitrator. The party prevailing in the arbitration is entitled to
reimbursement of all costs and expenses not payable to the AAA or the arbitrator, including
attorneys’ fees and other professional fees incurred in the preparation for and during the
arbitration. If either party is forced to seek judicial intervention to compel the other party
to arbitrate a dispute under this Section, the party granted any order to compel shall be
awarded its costs and attorneys’ fees incurred in seeking such a court order. If either party
appeals an arbitration award to a court of competent jurisdiction, the party prevailing on
the appeal is entitled to reimbursement of its costs and expenses, including attorneys’ fees.

6. Available Award(s) and Relief. The arbitrator has the right to award or
include in his or her award any relief that he or she deems proper, including money
damages, specific performance, injunctive relief, attorneys’ fees and costs, provided that
the arbitrator may not declare any NextCar Trademark generic or otherwise invalid.

7. Confidentiality. Other than as may be required by applicable law, the entire


arbitration proceeding, including any decision or award by the arbitrator, shall remain
confidential and not be disclosed to anyone other than the parties to this Agreement.

8. Exceptions to Arbitration: Judicial Proceedings. The obligation to arbitrate


set forth in this Section 8.1.B. will not be binding on either Operator or NP Auto Group

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with respect to: (a) the collection of monies due if the amount claimed is $100,000 or less;
(b) requests for temporary restraining orders, preliminary or permanent injunctions or other
procedures in a court of competent jurisdiction to obtain interim or permanent relief when
deemed necessary by the court to preserve the status quo or prevent irreparable injury; (c)
enforcement of the covenants not to compete and confidentiality obligations under this
Agreement or other agreements between Operator and NP Auto Group; or (d) claims or
disputes related to the NextCar Marks.
In any judicial proceeding brought by NP Auto Group to enforce its rights under this
Agreement, NP Auto Group will be entitled to reimbursement of its costs and expenses,
including but not limited to attorneys', witness and accountants' fees.

9. Survivability. The provisions of this Section 8.B. will continue in full


force and effect after termination of this Agreement.
8.2 Governing Law. The Parties acknowledge that access to the NextCar Reservation
System is offered to car rental agencies in various jurisdictions throughout the United States and
in various countries outside the United States, and that it would be difficult, if not impossible, to
administer an agreement which would be interpreted under such a large number of laws and
jurisdictions. The Parties therefore specifically agree that this Agreement, and all of the
obligations of the Parties arising hereunder, shall be governed, construed and interpreted in
accordance with the laws of the State of Maryland without regard to its “choice of law'' principles,
which may require construction under the laws of a different jurisdiction.

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9. MISCELLANEOUS PROVISIONS

9.1 Entire Agreement, including Additional Terms. The Parties declare that they have
read this entire Agreement, including its Schedules, and Additional Terms on NextCar RSA Admin
Site, and that they have had sufficient time to consider its terms and conditions; that the Agreement
is fully understood and constitutes the full and final agreement between the Parties and supersedes
all prior agreements as to the subject matter contained herein; and that there are no representations,
inducements, promises, or agreements, oral or otherwise, among the Parties not embodied in this
Agreement which are of any force or effect. Both Operator and NP Auto Group are independent,
sophisticated businesses, and had the right to seek the advice and counsel of separate attorneys in
connection with this Agreement and all matters referred to herein, have made all inquiries and
requested all documents and information they desire, and have executed and delivered this
Agreement freely, knowingly and of their own will and volition. Both Parties understand and agree
that any ambiguities contained within this Agreement shall be interpreted neutrally and not be
construed as against either Party.

9.2 Severability. If any one or more of the provisions or parts of a provision contained
in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in whole or
in part in any respect by a court in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect (A) any other provision or part of a provision of this Agreement nor (B) this
Agreement's validity, legality and enforceability in any other jurisdiction. This Agreement shall
be enforced to the maximum extent enforceable in such jurisdiction. If a court of competent
jurisdiction refuses to enforce any of the separate provisions herein, or finds that the term or scope
of one or more of the provisions is unreasonably broad, then the invalid or unreasonably broad
provision shall be modified by the court to the minimum extent necessary to permit enforcement
thereof. If such provision is not capable of modification by the court, the court may then delete
such provision and incorporate a substitute provision therein.

9.3 Notices. Except as otherwise provided in this Agreement, any notices required to
be given under the terms of this Agreement, including a demand for arbitration, shall be given in
writing and signed by or on behalf of the Party giving such notice and shall be given personally,
by commercial overnight or second day delivery (such as Federal Express), or by mailing by
certified or registered mail, return receipt requested, postage prepaid and addressed to the Party
for whom intended at the last address furnished in writing by such Party to the other Party. Notice
by certified or registered mail shall be considered received and effective 3 days after mailing.
Notice by personal delivery or commercial overnight or second day delivery shall be considered
received and effective upon delivery. To the extent permitted, this Section 9.3 shall also apply to
service of legal process.

9.4 Headings; Waiver. The paragraph headings appearing in this Agreement are for the
mere convenience of the Parties and will not be considered in any construction or interpretation of
this Agreement. Any waiver by either Party of any default, delinquency or other breach will not
be held to be a waiver of any other subsequent act.

9.5 Time of the Essence. Time is of the essence of this Agreement.

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9.6 Amendment or Modification. Except as otherwise specifically stated in this
Agreement, any amendment or modification of this Agreement shall require a writing executed by
authorized representatives of both Parties prior to the effectiveness of such amendment or
modification.

9.7 Confidentiality. Operator shall not disclose any of the terms and conditions of this
Agreement or of the benefits provided by or through NP Auto Group in connection with this
Agreement.

9.8 Authorization. The undersigned signing this Agreement on behalf of Operator


expressly represents that: the undersigned has authority to enter into this Agreement with NP Auto
Group and will contemporaneously provide, or has provided, NP Auto Group with a corporate
resolution or other business document which evidences such authority; all representations and
statements made to NP Auto Group concerning Operator's business are true and accurate to the
best of the undersigned's knowledge and belief; the undersigned will immediately notify NP Auto
Group of any material change in the status, ownership, or operations of Operator's business; and
the undersigned acknowledges that NP Auto Group is relying upon the representations and
statements made to NP Auto Group concerning Operator's business.

9.9 Counterparts. Operator and NP Auto Group agree that this Agreement may be
executed in two counterparts, each of which shall be deemed an original and which together shall
constitute one Agreement.

9.10 Assignment. NP Auto Group has the right to transfer or assign this Agreement or
any part of our rights or obligations under this Agreement to any person or legal entity. Operator
may not assign this Agreement without the prior written approval of NP Auto Group. Any
assignment or transfer without the prior written approval of NP Auto Group will be deemed void,
constitute a material breach of this Agreement, and will result in the immediate termination of this
Agreement.

9.11 NO WARRANTIES. NP AUTO GROUP MAKES NO WARRANTY, EXPRESS


OR IMPLIED, AS TO PARTICULAR RESULTS. NP AUTO GROUP DOES NOT
GUARANTEE THAT OPERATOR WILL RECEIVED ANY SPECIFIC NUMBER OR TYPE
OF VEHICLE RESERVATIONS THROUGH THE NEXTCAR RESERVATION SYSTEM.
OPERATOR UNDERSTANDS THAT THIRD-PARTY SOURCES, INCLUDING
TRADITIONAL AND ONLINE TRAVEL AGENCIES AND THE GDS, IN THEIR SOLE
DISCRETION, MAY DISCONTINUE PROVIDING RESERVATIONS TO THE
RESERVATION SYSTEM. USE OF THE NEXTCAR RESERVATION SYSTEM IS AT
OPERATOR'S SOLE RISK.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have duly executed, sealed and delivered this Agreement
as of the Effective Date.

OPERATOR:

Company Name: Excellent Car Rental

Signed: ______________________________________

Print Name: Maria Jose Zuniga Ruiz,

Title: President

Date: _______________

NP AUTO GROUP, INC.

By: ______________________________________

Print Name:

Title: ________________

Date: _______________

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Schedule 1
NextCar Reservation Services – Booking Channel Participation Agreement
(“Enrollment Form” or “Agreement”)

These terms and conditions are an integral part of the NextCar Reservation Services Agreement dated
May 24, 2019, between the participant identified below (“Operator” or “You”) and NP Auto Group,
Inc. (“NP Auto Group,” “Company,” or “US”).

The “Reservation Channel Fees and Commissions” listed in this Enrollment Form are in effect as
of the date you sign below. You will be notified of fee, commission or deposit changes at least 30
days in advance. If permitted by your Reservation Services Agreement, You have the right to
terminate your participation upon 30 days’ prior written notice. NP Auto Group also reserves the right
to terminate your participation upon 60 days’ written notice. In addition, NP Auto Group may
temporarily suspend or terminate your participation immediately without notice if you fail to timely
pay any amounts due to NextCar Reservations Services. NP Auto Group reserves the right to require
a deposit (“Deposit”) for any reservation source, based upon the volume of reservations that you
receive from the source(s), and may, at our discretion, increase Deposit amounts for all Reservation
System participants at any time.

On the Reservation Services invoice due date, your bank account will be debited or payment card
charged for the total balance due. It is your responsibility to notify NP Auto Group of any changes to
your relevant bank or payment card account information. If method of payment is rejected, your
reservation services will be immediately suspended and any Deposit will be applied to the balance
due. In order to have service reestablished, you must pay a $250 reconnection fee, (except in the case
of an expired payment card) and an additional Deposit may be required.

[Signature Page Follows]

Schedule 1 Page - 1
NextCar – Reservation Services Agreement March 2019
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By signing below, you agree to the terms and conditions above and agree to pay the Reservation Fees
and Commissions described on the following page. The reservation billing period will begin on the
1st day of the month and end on the last day of the month. You understand that the status of all
reservations, including actual time and mileage amounts charged, must be reported using the NextCar
Reservation Services Management System by the close of each monthly billing cycle. Reservations
that are not reported will be charged commission based on the time and mileage reserved.

OPERATOR:

Company Name: Excellent Car Rental

Signed: ______________________________________

Print Name: Maria Jose Zuniga Ruiz,

Title: President

Date: _______________

NP AUTO GROUP, INC.

By: ______________________________________

Print Name:

Title: ________________

Date: _______________

Schedule 1 Page - 2
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Reservation Channel – Fees and Commissions

1. Per-Channel Fees and Commissions

The following are the Reservation Fees and Commissions as of the Effective Date:

Commission Expense - Commission Expense -


Charge per % of time and mileage % of time and mileage
Channel
Reservation on completed on cancel and no-show
Reservations(1) Reservations(1)

NextCarCarRental.com
$13.00 0% 0%
NextCarRentACar.com
NextCar Contact Center
$13.00 0% 0%
Telephone and Email
Travel Agents, Sabre,
$13.00 13.5% 0%
Worldspan, Gallileo
Kayak.com $13.00 30% 0%

CarRentalExpress.com $13.00 20% 0%

EconomyBookings.com $13.00 10% 0%


Expedia.com, Priceline,
Travelocity.com Orbitz.com, $13.00 32% 25%
cheaptickets.com
CarRentals.com “Prepaid” $13.00 32% 32%
CarRentals.com “Not
$13.00 32% 25%
Prepaid”

Note 1: Commission expenses include delivery fees associated with your participation in the applicable
third-party booking channels that we pay on your behalf.

______ Please Initial Here: $2,500 Setup fee due at signing.


You agree to pay a one-time, non-refundable “Set-Up Charge” of $2,500.00 when you sign the
Reservation Enrollment Fee in consideration of the services that we provide in creating a listing for your
location in the NextCar website and call center and third-party sites, such as the RezPower reservation
system, GDS systems, and online directories. The Set-Up Charge is inclusive of all third-party fees
associated with the set-up and launch of your profile.

______ Please Initial Here: I agree to pay a $20,000 Deposit due at signing.

Schedule 1 Page - 3
NextCar – Reservation Services Agreement March 2019
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Select either Option 1 or 2

Option 1: ACH Transfer Authorization


I (we) authorize NP Auto Group, Inc. and the financial institution listed below to electronically debit
my (our):

Checking Savings Account

specified below for monthly reservation charges due. Our account will be debited through an ACH
transfer on the stated Reservation Invoice due date, for the term of this Pre-Authorized Payment
(Debit) Service Authorization Agreement.

Bank Name: _____________________Branch Address_____________________

Account Number __________________________________________________

Signature ____________________________________Date ________________


NOTE: Please attach a voided check or photo copy.

Option 2: Payment Card Authorization


I (we) authorize NextCar to process payments for monthly reservation charges due on the following
payment card (You will be charged a processing fee of 3% for credit card or 0% for debit card):

Type of Card: (circle one) Visa , Master Card, Amex, or Discover

Name on Card____________________________3 or 4 digit security code_______

Card Number_____________________________Expiration date_______________

Billing address of
card:_______________________________________________________________

Signature _____________________________________Date__________________

Schedule 1 Page - 4
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