1. “Client” means any party contracting the services of Pegasus Transit, Inc.
2. “Contractor” means Pegasus Transit, Inc., and its partners, subsidiaries and affiliates.
All notices shall be in writing, signed by the party giving the same and shall be deemed properly given and received when personally delivered; or upon receipt of a confirmation of transmission by the other party, if sent by facsimile; or five (5) days after deposit in the United Stated first class mail, sent certified or registered, return receipt requested, postage prepaid and addressed, if to Client, then at Client’s last known address, and if to Contractor, then to Pegasus Transit, Inc., P.O. Box 1204, Simi Valley, California 93062.
Each of the parties shall use its reasonable and diligent best efforts to proceed promptly with the transactions contemplated herein, to fulfill the conditions precedent for such party’s benefit or to cause the same to be fulfilled and to execute such further documents and other papers and perform such further acts as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated herein.
This Agreement may be modified or amended only by a written instrument signed by the party sought to be bound.
This Agreement, and any documents attached hereto or incorporated herein by reference, constitute the entire agreement between the parties with respect to the subject matter hereof.
This Agreement shall be governed by and construed in accordance with the laws of the State of California.
Any judicial proceeding brought with respect to this Agreement must be brought in any court of competent jurisdiction in the State of California sitting in Ventura County, and, by execution and delivery of this Agreement, each party (i) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, and (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such court or that such court is an inconvenient forum.
Each of the parties to this Agreement is entitled to all remedies in the event of a breach hereof provided at law or in equity, including, but not limited to, injunctive relief.
If any action, suit or other proceeding is instituted concerning or arising out of this Agreement, the prevailing party, or if there be none then the substantially prevailing party, shall recover all of such party’s reasonable costs and attorneys’ fees incurred in each and every such action, suit or other proceeding.
Client shall indemnify, defend, and hold harmless Contractor and its agents, officers, directors, employees, affiliates, subsidiaries and assigns (hereinafter “Indemnitees”) from and against all demands, losses, claims, penalties, fines, liabilities, judgments and expenses Client may be subjected to, including advancing attorneys’ fees and other costs of litigation involving or in any way relating to establishing this right to indemnification, of any kind and nature whatsoever, including without limitation personal injury or bodily injury to or death of any person, or loss of or damage to any property as may result from any act, omission, carelessness, malpractice or incompetence of Client or anyone employed or engaged by Client arising out of or in connection with this Agreement.
DAMAGES TO CONTRACTOR’S EQUIPMENT
Client hereby assumes liability for and agrees to pay the cost of repair for any damage to Contractor’s equipment caused by Client or Client’s invitees.
This Agreement and the rights, covenants, conditions and obligations of the respective parties hereto and any instrument or agreement executed pursuant hereto shall be binding upon the parties and their respective successors, assigns and legal representatives.
This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
In the event that any provision or any part of any provision of this Agreement shall be void or unenforceable for any reason whatsoever, then such provision shall be stricken and of no force and effect. However, unless such stricken provision goes to the essence of the consideration bargained for by a party, the remaining provisions of this Agreement shall continue in full force and effect, and to the extent required, shall be modified to preserve their validity.
NO THIRD PARTY RIGHTS
Except as specifically set forth herein, this Agreement is not made for the benefit of any third party.