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Date Created: 12/21/15
SERVICE AGREEMENT I. This Service Agreement (the “Agreement”) is entered into as of April 03, 2014 by and between Klingberg Trucking Inc (the “Contractor”) and Northern Tier Energy (the “Hiring Party”) (sometimes hereinafter collectively referred to as the “Parties”). II. WHEREAS, the Hiring Party and Contractor hereby enter into this Agreement whereby Contractor will render certain services to and for the benefit of the Hiring Party in exchange for valuable consideration. III. NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Hiring Party and Contractor do hereby contract, covenant and agree as follows: A. Agreement. Contractor does hereby agree to render and provide services in accordance with the terms of this agreement and as specified in Paragraph “E” herein. B. RATE. The Hiring Party does hereby agree to pay Contractor the rate of $100 per Transloaded Truck Tanker load & $350 per Truck Tanker load into Rail Car. C. Independent Contractor. Contractor is, and will continue to be for the duration of this Agreement, an independent contractor and is not to be considered in any way subject to control by the Hiring Party. Contractor is not, and is not to be considered, an agent or employee of the Hiring Party. D. Indemnity. Contractor does hereby for himself/herself, and his/her heirs, executors, administrators, officers, employees, subcontractors, successors and assigns, agree and covenant to indemnify, save and hold harmless the Hiring Party and his or her heirs, executors, administrators, agents, employees, attorneys, successors and assigns from any and all claims, demands, actions, causes of action, suits at law or in equity, damages, costs, expenses, and losses of any kind or nature whatsoever, whether now known or unknown, which may not exist or which may hereafter arise out of or from the work, services, labor and/or materials to be rendered and provided by Contractor or its subcontractors to or for the benefit of the Hiring Party. E. Description of Service to Be Performed. Contractor agrees to perform and/or provide the following services to the Hiring Party: Provide Trans loader and personal to maintain loading and unloading of Truck Tanker loads of Products in to Rail cars (the “Services”). F. Agreement Term. This Agreement shall commence on April 03, 2014 and shall continue 1 year after the 1st load is Loaded and Transloaded in to Rail Car. This Agreement may be terminated by the Parties as follows: by either party upon giving 30 days written notice . In the event that either party breaches any term of this Agreement, such breach shall operate to terminate this Agreement as between the Parties, and the non-breaching party shall have no further obligations thereunder. However, all unperformed obligations of the breaching party will remain due and owing. G. Confidentiality. In the course of performing the services as described herein, the Parties acknowledge that the Contractor may come in contact or become familiar with information which the Hiring Party may consider private, proprietary and confidential. Contractor agrees to keep all such information confidential and not to discuss or divulge it to anyone other than appropriate employees of the Contractor, and only on a need-to- know basis. It is further agreed by Contractor that Contractor shall use the Confidential Information only for the purpose of performing the Services and fulfilling the Contractor’s obligations under this Agreement. It shall be the responsibility of the Contractor to safeguard the confidential information and to assure that any persons that come into possession or gain knowledge of the confidential information as a result of the Contractor’s actions to assure that such persons are aware of the confidential nature of the information and that they maintain the confidentiality of the information in accordance with the terms of this Agreement. H. Non-Compete. Contractor hereby agrees that during the course of the Agreement and for a period of 2 years months immediately following the expiration or termination of the Agreement for any reason, whether with or without good cause or for any or no cause, at the option either of the Hiring Party or the Contractor, with or without notice, the Contractor will not compete with the Hiring Party or its successors and assigns, without the prior written consent of the Hiring Party, within the territory defined below. The term “not compete” as used herein shall mean that the Contractor shall not, without the prior written consent of the Hiring Party, (i) serve as an owner, partner, employee, consultant, officer, director, manager, agent, associate, investor, or otherwise for, (ii) directly or indirectly, own, purchase, organize, or take preparatory steps for the organization of, or (iii) build, design, finance, acquire, lease, operate, manage, invest in, work, or consult for or otherwise affiliate or contract with, any business in competition with or otherwise similar to the Hiring Party’s business. For the purposes of this paragraph, “territory” shall be defined as follows: Minnesota. I. Contractor's Taxpayer I.D. Number. The taxpayer I.D. number of the Contractor is 41-1569000. If applicable, necessary or required, the Contractor is licensed to perform the agreed upon services enumerated herein and covenants that he or she maintains all valid licenses, permits and registrations to perform the same. J. Competent Performance of Services. Contractor agrees that all services will be done in a competent fashion in accordance with applicable standards of the Contractor’s profession or trade and all services are subject to final approval by a representative of the Hiring Party prior to payment. K. Representations and Warranties. The Contractor will make no representations, warranties, or commitments binding the Hiring Party without the Hiring Party’s prior written consent. L. Legal Right. Contractor covenants and warrants that he/she has the unlimited legal right to enter into this Agreement and to perform in accordance with its terms without violating the rights of others or any applicable law and that he/she has not and shall not become a party to any other agreement of any kind which conflicts with this Agreement. Contractor shall indemnify and hold harmless the Hiring Party from any and all damages, claims and expenses arising out of or resulting from any claim alleging that this Agreement violates any such other agreements. Breach of this warranty shall operate to terminate this Agreement automatically without notice and to terminate all obligations of the Hiring Party to pay any amounts which remain unpaid under this Agreement. Page 2 of 4 M. Waiver. Failure to invoke any right, condition, or covenant in this Agreement by either party shall not be deemed to imply or constitute a waiver of any other rights, conditions, or covenants, and neither party may rely on such failure. N. Additional Terms. a. Entire Agreement and Amendments. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment or extension of this Agreement shall be binding unless in writing and signed by both parties. b. Binding Effect, Assignment. This Agreement shall be binding upon and shall inure to the benefit of Contractor and the Hiring Party and to the Hiring Party’s successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Contractor of any of its rights or obligations hereunder, and such assignment is expressly prohibited without the prior written consent of the Hiring Party. c. Governing Law, Severability, Attorneys’ Fees. This Agreement shall be governed by the laws of the State of Minnesota. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. In the event that a dispute arises involving the subject matter of this Agreement, the prevailing party in such dispute shall be entitled to their reasonable attorneys’ fees and costs. WHEREFORE, the parties have executed this Agreement as of the date stated above. By: ________________________________ Northern Tier Energy 301 St.Paul Park Road St.Paul Park, Minnesota 55071 By: ________________________________ Klingberg Trucking Inc 18105 Dairy Lane Jordan, Minnesota 55352 Page 3 of 4 ALL INFORMATION, INSTRUCTIONS, TIPS, COMMENTS, AND FORMS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING AS TO LEGAL EFFECT OR COMPLETENESS. They are for guidance and should be modified by you or your attorney to meet your specific needs and the laws of your state. Use at your own risk. Docstoc, its employees or contractors who wrote or modified any form, instructions, tips, comments, and decision tree alternatives and choices, are NOT providing legal or any other kind of advice, are not creating or entering into an Attorney-Client relationship, and were most likely NOT prepared or reviewed by an attorney licensed to practice law in your state. Docstoc is unable to and does not provide legal advice. 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