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By approving any quote or service through P2G Emissions & Compliance Group, Client agrees to be bound by the terms of this Master Service Agreement.

A. Introduction. This Master Service Agreement (“Agreement”) governs all services provided by P2G Emissions and Compliance Group (“P2G”) to the client identified in an executed Service Order.

This Agreement becomes effective upon execution of a Service Order referencing this Agreement. Each executed Service Order is incorporated into and governed by this Agreement. In the event of a conflict, the terms of this Agreement shall control unless expressly stated otherwise in the applicable Service Order.

B. SERVICES PROVIDED. P2G provides emissions compliance services including but not limited to: On-demand OBD testing consisting of CARB Clean Truck Check (CTC) OBD testing, use of CARB-certified test equipment, CARB-certified testing personnel, electronic submission of compliance data to CARB systems (CTC-VIS) when applicable; Path to Green Partnership program consisting of all required recurring OBD tests as per scheduled CARB intervals, compliance deadline monitoring, upcoming service reminders, scheduling window notifications, ongoing advisory services; and Consulting Services consisting of regulatory interpretation guidance/documentation review, fleet compliance strategy, business process optimization guidance, Heath, Safety, and Environmental (HSE) coaching, and training facilitation. Specific services are defined in the executed Service Order.

Scope Limitation. P2G’s Services are limited to on-board diagnostic (OBD) data collection, emissions compliance reporting, regulatory submission support, and advisory services as described herein. P2G does not perform mechanical repairs, emissions system modifications, or vehicle servicing of any kind unless expressly stated in a separate written agreement.

C. VEHICLES COVERED. Services apply only to vehicles listed in the signed Service Order. Each vehicle must include: VIN number, license plate number, state registered, and unit number (if applicable)

Additional Vehicles. Must be added via written amendment or updated Service Order. No vehicle is automatically covered.

Vehicle Swaps. One-for-one swaps are permitted if: 1.) The replacement vehicle is submitted in writing, 2.) The replaced vehicle is removed, and 3.) Total vehicle count does not increase. P2G has no obligation to service undocumented vehicles.

D. CLIENT RESPONSIBILITIES. Client agrees to: Provide accurate vehicle information, ensure vehicles are accessible and operational, maintain vehicles in compliant condition, ensure vehicle/component data plates are clean and clearly legible, disclose any modifications affecting emissions systems, and comply with all regulatory requirements. Client acknowledges that compliance responsibility remains with the vehicle owner.

E. FEES, BILLING, AND PAYMENT TERMS. Fees are set forth in the applicable Service Order. Unless otherwise stated in writing, On-demand testing fees are due upon completion of service. Partnership Program fees are due according to the billing schedule stated in the Service Order. Consulting services are due upon invoice unless otherwise agreed.

E1. Late Payments. Any invoice not paid within ten (10) calendar days of the due date shall be considered delinquent. Delinquent accounts shall incur: 1.) Interest at the rate of 1.5% per billing cycle (18% annually) or the maximum allowed by California law, whichever is less; and a minimum $35 late administration fee per vehicle covered under the applicable Service Order. This fee is used to compensate P2G for administrative, compliance tracking, reporting, billing, and collection costs incurred when accounts become delinquent. Late fees may be assessed on the entire outstanding balance, including previously assessed late fees, until the account is paid in full. Cap: Total per-invoice late administrative fees shall not exceed thirty-five percent (35%) of the invoiced amount for the applicable billing cycle.

E2. Service Suspension. P2G reserves the right to suspend services without notice for accounts more than 30 days past due. P2G shall not be liable for any regulatory penalties, enforcement actions, DMV holds, missed testing deadlines, or other losses arising from suspended services. Suspension does not relieve Client of any payment obligations, including the Early Termination Fee if the account remains delinquent.

E3. Withholding of Submissions. P2G reserves the right to withhold submission of compliance data or regulatory filings until all outstanding balances are paid in full.

E4. Collections and Legal Fees. Client agrees to pay all costs of collection, including: Collection agency fees, court costs, reasonable attorney’s fees incurred in recovering unpaid balances.

E5. No Offset. Client may not withhold payment due to disputes, offsets, or claims unless agreed to in writing by P2G.

E6. Term and Automatic Renewal. The initial term of this Agreement shall be thirty-six (36) months from the Effective Date (“Initial Term”). The Initial Term and any subsequent Renewal Term(s) are collectively referred to as the “Term.” Upon expiration of the Initial Term, this Agreement shall automatically renew for successive twelve (12) month renewal terms (each a “Renewal Term”) unless either party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term. All terms and conditions of this Agreement, including Early Termination provisions and associated fees, shall apply during any Renewal Term.

E7. Early Termination by Client. Client may terminate this Agreement prior to the expiration of the then-current Term only by providing written notice and paying the Early Termination Fee as defined below.

E8. Early Termination Fee. If Client terminates this Agreement during the Initial Term or any Renewal Term, the Early Termination Fee shall be calculated as the greater of: 1.) 50% of the remaining monthly service fees per vehicle for the unexpired portion of the then-current Term; or 2.) The per-vehicle administrative costs and any unrecovered setup fees associated with the contracted services. All outstanding amounts shall become immediately due and payable upon termination.

Purpose. The Early Termination Fee and vehicle reduction provisions are intended to preserve the minimum revenue commitment relied upon by P2G when entering this Agreement. This fee reasonably compensates P2G for lost revenue, administrative costs, and commitments made in reliance on this Contract. The parties agree that the Early Termination Fee constitutes reasonable liquidated damages and is not a penalty.

Optional Reduction. In the event of business closure, bankruptcy, or sale of the fleet, P2G may, at its discretion, waive or reduce the Early Termination Fee. Any such reduction shall be documented in writing.

F. CLIENT REGULATORY RESPONSIBILITY. Client acknowledges and agrees that:

1.) The vehicle owner/operator bears sole and exclusive responsibility for compliance with all federal, state, and local emissions regulations; and 2.) P2G provides testing and advisory services only. P2G does not assume regulatory responsibility on behalf of Client. Engagement of P2G does not transfer, delegate, or assign compliance obligations to P2G. Client agrees that P2G shall not be liable for regulatory penalties, fines, enforcement actions, vehicle registration holds, downtime, non-compliance status, and/or missed deadlines regardless of whether services were active, suspended, delayed, or completed.

G. NO GUARANTEE. P2G does not guarantee: 1.) A vehicle will pass testing, 2.) Regulatory approval outcomes, or 3.) That laws will not change. P2G provides testing and advisory services only.

H. LIMITATION OF LIABILITY.

To the maximum extent permitted by law, P2G’s total cumulative liability arising out of or relating to services performed for a specific vehicle, regardless of the legal theory asserted (whether in contract, tort, negligence, strict liability, or otherwise), shall not exceed the total fees paid to P2G for services performed on that specific vehicle during the twelve (12) months preceding the claim. In no event shall P2G be liable for governmental penalties or fines, regulatory enforcement actions, compliance failures, business interruption, loss of revenue or profits, downtime, indirect, incidental, special, or consequential damages.

Client agrees that claims must be brought on a per-vehicle basis and may not be aggregated across multiple vehicles. Any claim arising out of or relating to this Agreement must be brought within twelve (12) months from the date the cause of action accrues, or it shall be permanently barred. Nothing in this Agreement shall be construed as P2G assuming Client’s regulatory compliance obligations.

I. INDEMNIFICATION. Client agrees to defend, indemnify, and hold harmless P2G, its officers, directors, employees, contractors, and agents from and against any and all claims, demands, actions, penalties, fines, liabilities, losses, damages, costs, and expenses (including reasonable attorney’s fees and legal costs) arising out of or related to:1.) Vehicle non-compliance with applicable federal, state, or local emissions regulations; 2.) Client’s failure to maintain vehicles in proper operating condition; 3.) Mechanical defects, tampering, aftermarket modifications, or alterations affecting emissions systems; 4.) Inaccurate, incomplete, or misleading information provided by Client; 5.) Client’s failure to disclose relevant vehicle conditions or regulatory history; 6.) Client’s failure to act upon advisory guidance or compliance recommendations provided by P2G; 7.) Regulatory enforcement actions, audits, penalties, or fines related to Client-owned or operated vehicles; 8.) Any third-party claims arising from the condition, operation, or regulatory status of Client vehicles.

This indemnification obligation includes the duty to defend P2G against such claims and applies regardless of whether services were active, suspended, delayed, or completed at the time of the event giving rise to the claim.

Exception. This indemnification shall not apply to the extent a claim is finally determined by a court of competent jurisdiction to have been caused by P2G’s gross negligence or willful misconduct. Client’s indemnification obligations shall survive termination or expiration of this Agreement.

J. NON-SOLICITATION. During the term of this Agreement and for eighteen (18) months following its termination or expiration, Client shall not directly or indirectly solicit, hire, or engage any employee, contractor, or subcontracted tester of P2G who performed services under this Agreement without P2G’s prior written consent. If Client breaches this provision, Client agrees to pay P2G liquidated damages equal to eighteen (18) months of the individual’s average monthly compensation paid by P2G. The parties agree that this amount represents reasonable compensation for recruitment, training, and replacement costs and is not a penalty.

K. INDEPENDENT CONTRACTOR; SUBCONTRACTING. P2G is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Nothing in this Agreement shall be construed to create any employment, partnership, joint venture, or agency relationship. P2G shall have sole control over the manner and means of performing the Services. P2G may engage qualified subcontractors or independent certified testers to perform portions of the Services. P2G shall remain responsible for the performance of Services under this Agreement. Any subcontractor shall be bound by confidentiality and data protection obligations consistent with this Agreement. Nothing in this Agreement creates rights in any third party.

L. CONFIDENTIALITY AND DATA PROTECTION.

L1. Definition of Confidential Information. “Confidential Information” means any non-public information disclosed by either party, whether written, electronic, oral, or otherwise, including but not limited to Vehicle Identification Numbers (VINs), license plate numbers, registration records, telematics data,

OBD diagnostic data, fleet composition, business operations, pricing terms, regulatory filings, or trade secrets. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was lawfully known prior to disclosure, is independently developed without use of Confidential Information, or is required to be disclosed by law or court order.

L2. Obligations of Confidentiality. Each party agrees to: 1.) Use Confidential Information solely for purposes of performing under this Agreement; 2.) Protect Confidential Information using reasonable administrative, physical, and technical safeguards; and 3.) Not disclose Confidential Information to third parties except to employees, contractors, insurers, or professional advisors with a legitimate need to know and who are bound by confidentiality obligations.

L3. Data Security.

P2G shall implement commercially reasonable safeguards designed to protect vehicle, telematics, and diagnostic data from unauthorized access, disclosure, or misuse. However, P2G does not guarantee uninterrupted or error-free data transmission. P2G is not responsible for vulnerabilities arising from Client systems, third-party telematics providers, regulatory agency systems, or internet infrastructure beyond P2G’s control.

L4. Regulatory Disclosures. Client acknowledges that P2G may transmit vehicle and diagnostic data to regulatory agencies (including but not limited to CARB, DMV, or related agencies) as necessary to perform contracted services. Such disclosures are authorized by Client and shall not constitute a breach of confidentiality.

L5. Data Ownership. Client retains ownership of all vehicle and fleet data provided to P2G. P2G retains ownership of: 1.) Internal work product; 2.) Compliance methodologies; 3.) Testing protocols; and 4.) Reports generated in the ordinary course of service delivery. P2G may use aggregated and anonymized data for internal analytics, benchmarking, and service improvement purposes, provided no individual client is identifiable.

L6. Data Retention. Unless otherwise required by law, P2G may retain service records for regulatory defense, audit protection, and insurance compliance purposes. Upon written request and after termination of services, P2G will return or securely destroy Client data not required to be retained by law or insurance policy.

L7. Survival. Confidentiality and data protection obligations shall survive termination of this Agreement for a period of five (5) years, except for trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

M. NOTICE. All notices required or permitted under this Agreement shall be in writing and delivered by one of the following methods: 1.) Certified U.S. mail (return receipt requested); 2.) Recognized overnight courier; or 3.) Electronic mail with confirmation of receipt. Notices shall be sent to the addresses identified in the applicable Service Order unless updated in writing. Notice shall be deemed effective upon confirmed delivery.

N. FORCE MAJEURE. P2G shall not be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure results from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions or regulatory changes, system outages of regulatory agencies (including CARB systems), internet or telecommunications failures, labor disputes, supply chain interruptions, etc. Performance deadlines shall be extended for a period equal to the duration of the force majeure event.

O. DISPUTE RESOLUTION. In the event of a dispute arising under this Agreement, the parties agree to first attempt resolution through good-faith negotiation. If unresolved, the parties agree to participate in non-binding mediation in Kern County, California before filing litigation. Any legal action shall be brought exclusively in the state or federal courts located in Kern County, California. The parties waive the right to a jury trial to the fullest extent permitted by law.

P. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. Venue shall be Kern County, California.

Q. ENTIRE AGREEMENT. This Agreement and the Service Order constitute the entire agreement. Modifications must be in writing and signed.

R. ELECTRONIC SIGNATURES. Electronic signatures are legally binding.

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