4-Exceptions to Terms and Conditions.pdf

Exceptions to Terms and Conditions

I. Scope of Work

Section 4.7.1. Damage or Loss – “Assume and bear the risk of loss or damage to the rented vehicles (including costs of towing, administrative costs, loss of use and replacement) in accordance with this contract. Unless incident is caused by Renter negligence.”

• Enterprise requests the following revisions: “Upon the terms and subject to the limitations set forth in the applicable Rental Contract, Contractor will assume and bear the risk of loss or damage to the rented vehicles (including costs of towing, administrative costs, loss of use and replacement). Unless incident is caused by Renter negligence. “Rental Contract” means any agreement between an eligible renter (under this Contract) and Contractor or its affiliated renting entities for the rental of a vehicle.”

Section 4.7.4. Damage or Loss – “The Contractor will be responsible for all fees and charges related to loss or accident unless the representative or a third Party is determined to be at fault for the incident.”

• Enterprise requests the following revisions: “Contractor will provide Liability Protection for accidents arising out of the operation or use of the rental vehicle with split limits of $100,000 bodily injury or death per person, $300,000 bodily injury or death per occurrence and $50,000 property damage per occurrence, upon the terms and subject to the limitations set forth in the Rental Contract and in the insurance policy which provides coverage.”

II. Special Terms and Conditions

Section 3. Eligible Agencies – “Membership is also available to non-profit organizations, other state governments, the federal government and tribal nations. For reference, “non-profit organizations” are defined in A.R.S. § 41-2631(4) as any nonprofit corporation as designated by the IRS under Section 501(c)(3) through 501(c)(6) of the tax code.”

• Enterprise requests the following revisions: “Notwithstanding any language to the contrary in this Contract or the Arizona statutory provisions authorizing cooperative purchasing, the parties hereby agree that only those members of the State Purchasing Cooperative which are located within Arizona are able to participate in this Contract.”

Section 15. Indemnification -

• Enterprise requests this provision be struck and replaced with the following language:

1. “Each party (the “Indemnifying Party”) shall indemnify and hold harmless the other party and its officers, directors, and employees (collectively, the “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, or costs, that are awarded against the Indemnified Party in a final, non-appealable judgment, including reasonable attorneys’ fees (collectively, “Losses”) arising out of any third party claim and to the extent attributable to the Indemnifying Party’s: material breach of this Agreement;

grossly negligent or more culpable act or omission (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement; or infringement of any intellectual property right.

Each party’s maximum liability, whether arising in contract, tort, or breach of statutory duty or otherwise in connection with its indemnification obligations under the foregoing paragraph, shall not exceed the aggregate amount of $500,000.00.

2. Indemnification Procedure. All indemnification obligations in this Agreement are conditioned upon the Indemnified Party: promptly delivering written notice of the claim to the Indemnifying Party; cooperating with the Indemnifying Party in the defense of any such claim or liability and any related settlement negotiations; not compromising or settling any claim or liability without prior written consent of Indemnifying Party; and delivering at least 30 days’ written notice of a final, non-appealable judgment that requires indemnification under this section.”

III. Uniform Terms and Conditions

Section 3.1. Records – “Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require each Subcontractor to retain any and all Data and other “records” relating to the acquisition and performance of the Contract for a period of five (5) years after the completion of the Contract.”

• Enterprise requests the following revisions: “Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require each Subcontractor to retain any and all Data and other “records” relating to the acquisition and performance of the Contract for a period not to exceed seven (7) years from the date the record was created.”

Section 4.4.1. Payment of Taxes – “The Contractor shall be responsible for paying all applicable taxes.”

• Enterprise requests the following revisions: “The renter (or the Eligible Agency on behalf of the renter) agrees to pay all applicable (and non-exempt) taxes associated with the vehicle rental.

The Contractor shall be responsible for remitting all applicable taxes which are collected under this Contract to the appropriate taxing authority.”

Section 6.2. Indemnification –

• Enterprise requests this provision be struck and replaced with the following language:

1. “Each party (the “Indemnifying Party”) shall indemnify and hold harmless the other party and its officers, directors, and employees (collectively, the “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, or costs, that are awarded against the Indemnified Party in a final, non-appealable judgment, including reasonable attorneys’ fees (collectively, “Losses”) arising out of any third party claim and to the extent attributable to the Indemnifying Party’s: material breach of this Agreement; grossly negligent or more culpable act or omission (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement; or infringement of any intellectual property right.

Each party’s maximum liability, whether arising in contract, tort, or breach of statutory duty or otherwise in connection with its indemnification obligations under the foregoing paragraph, shall not exceed the aggregate amount of $500,000.00.

2. Indemnification Procedure. All indemnification obligations in this Agreement are conditioned upon the Indemnified Party: promptly delivering written notice of the claim to the Indemnifying Party; cooperating with the Indemnifying Party in the defense of any such claim or liability and any related settlement negotiations; not compromising or settling any claim or liability without prior written consent of Indemnifying Party; and delivering at least 30 days’ written notice of a final, non-appealable judgment that requires indemnification under this section.”

20240201 v1

GLOBAL CORPORATE RATE AGREEMENT

EAN Services, LLC (“EAN”) and

Legal Name of Business (“Company or Customer”)

Effective Date: (effective date to be inserted by EAN at time of execution based on implementation timing)

The undersigned hereby confirms that it is authorized to sign this Agreement on behalf of Company and bind Company to the terms of this Agreement.

EAN Company

Signature: /DocuSign_Sign_2/ Signature: /DocuSign_Sign_1/

Name: /DocuSign_Name_2/ Name: /DocuSign_Name_1/

Title: Title: /DocuSign_Title_1/

Date: /DocuSign_Date_Signed_2/ Date: /DocuSign_Date_Signed_1/

Agreement Details Brands Enterprise Rent-A-Car, National Car Rental, and Enterprise Rent-A-Truck (the “Brands”)

Term This Agreement is effective on the Effective Date and shall remain in effect until terminated by either party by providing thirty days’ prior written notice or as otherwise provided for in the General Terms and Conditions (the “Term”).

Rates

The vehicle rental rates extended under this Agreement are set forth on the attached Schedule 1 (the “Rates”) and are available for booking Business Use rentals by employees of Company (“Eligible Renters”) using the Account Number(s) provided by EAN. Subject to the General Terms and Conditions, the Rates shall be in effect for twelve (12) months from the Effective Date and thereafter may be modified by EAN effective at each anniversary of: (a) the Effective Date; or (b) the date of the last Rate increase.

Protection Products and Additional Terms

Schedule 2 sets forth any protection products or other optional products or services included in the Rates and the terms thereof, as well as any additional terms applicable to Company under this Agreement.

Volume Benchmark Company intends to spend at least $000,000.00 annually on Business Use rentals with the Brands during the Term (“Volume Benchmark”), and EAN has agreed to Rates and other benefits based on that volume expectation. EAN may renegotiate the Rates and other benefits in the event Company’s time and mileage spend during any six (6) month period during the Term does not exceed 40% of the Volume Benchmark.

EAN Status Company agrees to recommend the Brands as a preferred option to its personnel and partners.

Customer Contact

Customer Name, Customer Title Customer Email Address Customer Phone Number Customer Address Customer City, State Zip

EAN Account Manager

BRSE Name, BRSE Title BRSE Email Address BRSE Phone Number 600 Corporate Park Drive St. Louis, MO 63105

Agreement These Agreement Details together with the attached General Terms and Conditions and the Schedule(s) attached hereto, all of which are incorporated herein by reference, form the entire agreement between EAN and Company. Terms used but not defined herein have the meanings given them in the General Terms and Conditions. EAN enters into this Agreement for itself and as agent for the Renting Entities.

20240201 v1

GENERAL TERMS AND CONDITIONS

Definitions.

Agreement shall mean the Global Corporate Rate Agreement, comprised of the Agreement Details, the Schedules and these General Terms and Conditions. Terms used but not defined in these General Terms and Conditions mean as set forth in the Agreement Details and Schedules.

Additional Authorized Driver shall have the meaning set forth in the applicable Rental Contract and for Business Use rentals shall also include the employer and any fellow employee(s) of the Eligible Renter.

Affiliate means any entity that owns directly or indirectly, is owned by, or is under common control with another entity.

Business Use means rentals which are paid for (including through reimbursement), in whole or in part, by Company or its Affiliates.

Franchisees means EAN’s network of independently owned franchisees and licensees operating locations under the Brands.

Location Surcharges means surcharges in addition to the Rate that vary depending on the originating location of rental, as set forth on one or more Schedules and which are determined by and may be changed or modified in the sole discretion of EAN on written notice.

Rental Contract means any agreement between Company or an Eligible Renter and Renting Entity for the rental of a vehicle.

Rates means the rates which differ by rental type, brand and location as set out in the Schedule(s), increased in accordance with this Agreement.

Renting Entity means the provider of the rental, which is the EAN Affiliate or Franchisee operating the facility where the rental originates, as identified in the Rental Contract and available upon request. Each Renting Entity (not EAN) is a principal for purposes of this Agreement.

Rental Program and Rates. Each Renting Entity shall ensure that vehicles are made available to Eligible Renters for rental for Business Use at the Rates provided in the Agreement when the Eligible Renter makes an advance reservation, subject to availability. Rates apply to locations operating under the Brands in the jurisdictions set forth in the applicable Schedule(s). To be eligible for the Rates, eligible rentals must be made through an EAN approved booking channel using the Account Number(s) assigned to Company. Location Surcharges in a Schedule shall apply to all Schedules unless otherwise noted. Except as expressly provided in this Agreement, Rates do not include applicable taxes, fees, surcharges, licensing fees, refueling, drop-off, no-show, delivery, youthful driver, additional driver, pickup charges, one-way charges, or any optional products. Rates may not apply in certain cities during special events and during peak demand/major holiday periods, and Rates do not apply in Manhattan, NY Boroughs, and certain other NYC Tri-State Area locations from 12:00am Friday to 11:59pm Sunday. In such cases EAN may require a financial guarantee and the location’s standard, undiscounted daily rates shall apply. Damage Waiver (“DW”) and Liability Protection (“LP”), if included in the Rate, shall not apply for rentals of exotics, high line, and premium selection vehicles (each determined by EAN). Vehicles shall not be driven across the U.S.-Canada or U.S.-Mexico borders without Renting Entity’s prior written consent. Rental rates may be available for Eligible Renters in car classes and/or jurisdictions not scheduled under the Agreement when Company’s Account Number is used, and such rates shall be as quoted at the time of reservation through the EAN designated booking channel(s) and exclude DW and LP unless the rate quote specifies otherwise. In general, DW and LP are not included in Rates unless and to the extent set forth in the Agreement, the Rate quote or if the Eligible Renter elects to purchase one or both at the origin of the rental (where available).

Entire Agreement; Amendment; Conflicts; Signature. This Agreement (which supersedes any existing business rental agreement) sets forth the entire understanding between the parties with respect to the subject matter hereof and may only be amended in a written document signed by each party. To the extent of a conflict between the terms of the Agreement Details and a Schedule, the terms of the Schedule prevail. To the extent of a conflict between the terms of the Agreement Details or a Schedule and these General Terms and Conditions, the terms of the Agreement Details or Schedule prevail.

This Agreement may be executed in any number of counterparts and each counterpart is deemed an original, but all such counterparts together constitute but one and the same agreement. Notices shall be delivered to the addresses set forth in the Agreement Details.

Eligible Renters/Rental Contracts. In order to rent, Eligible Renters must meet the normal renter qualifications of the Renting Entity and shall enter into the applicable Rental Contract of the Renting Entity, which will govern the applicable vehicle rental. If no rental contract is executed but an Eligible Renter or Additional Authorized Driver operates a vehicle, such individual and Company shall be deemed to have entered into the Renting Entity’s standard rental contract at the time of the rental. Optional Products are subject to the terms and conditions of the applicable Rental Contract and any applicable insurance policy. Company may be required to confirm the status of any person claiming to be an Eligible Renter or Additional Authorized Driver and whether the rental was Business Use. If, Company does not confirm rental type or status, any optional products will be voided for such rental. Company is responsible for controlling access to/use of Account Number(s) and booking tools. EAN cannot guarantee the type of rental vehicle, and Renting Entity determines the vehicles within each class. Vehicle classes may be restricted by driver’s age. A rental day is any 24-hour period or portion thereof.

Termination. In addition to any other termination rights in this Agreement, (i) EAN and Company may terminate this Agreement in the event of a breach of the Agreement (including nonpayment) by the other, which breach is not cured within thirty days after notice of same, and (ii) EAN may terminate this agreement in the event Company fails to meet the Volume Benchmark and the parties cannot agree on a revised rate structure reflecting same.

Payment and Company Responsibility - Business Use Rentals. Unless paid at the time of rental by an Eligible Renter, Company shall pay and reimburse EAN for any and all Rates, Location Surcharges or other amounts owed under a Rental Contract for a Business Use rental (including, without limitation, for amounts arising from traffic violations, tolls, parking fines and fees, excess amounts, vehicle damage and loss not covered by any applicable DW, and reimbursement for third party demands, claims and losses not covered by any applicable LP, including attorney’s fees, collectively “Unpaid Business Use Charges”). Amounts already paid shall be deducted and Company shall pay and reimburse EAN for all outstanding Unpaid Business Use Charges within thirty days of receipt of invoice. For amounts not paid by Company within thirty days after the date due, Company shall pay a late charge of 1.5% per month on the unpaid amount not to exceed the maximum legal rate. EAN may, from time to time, and upon notice to Company, offset any amounts that are owed to EAN or any Renting Entity by Company against amounts owed by EAN or any Renting Entity to Company.

Insurance. The Schedules may include certain insurance that Company is required to maintain on all Business Use rental vehicles during the Term; provided, however, any such insurance shall only apply to the extent DW and LP do not.

Compliance with Laws; Data; Confidentiality. EAN, Company and the Renting Entity shall comply with all laws (including without limitation data protection laws) applicable to their respective businesses; EAN and Renting Entities may use any information provided by Company, its affiliates, and Eligible Renters for its own administrative and customer service purposes and for any other purpose set forth in this Agreement, the relevant Rental Contract, the Enterprise Holdings privacy policy and the Emerald Club ((EC) Master Rental Agreement. Company shall maintain the confidentiality of the pricing and the terms of this Agreement. If renter data is transferred to EAN or Affiliates by Company (such as for EC Enrollment), Company shall ensure it is transferred in accordance with applicable laws and EAN is entitled to rely on Company’s instructions to send Eligible Renters an EC Welcome Email.

INDIRECT, CONSEQUENTIAL AND PUNITIVE DAMAGES. NONE OF EAN, RENTING

ENTITIES OR COMPANY SHALL BE LIABLE TO ONE ANOTHER FOR ANY LOSS OF

REVENUE, PROFITS OR GOODWILL OR FOR ANY OTHER INDIRECT,

CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES RESULTING

FROM A BREACH OF THIS AGREEMENT OR ANY SERVICES PROVIDED

HEREUNDER.

Assignment. Company may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of EAN, which shall not be unreasonably withheld or delayed.

Governing Law and Venue. Except as otherwise set forth in a Schedule, this Agreement and all claims relating to it are governed by the laws of Missouri, without regard to its conflict of laws rules or principles. Rental Contracts are governed by the laws of the jurisdiction in which they are executed, or for EC rentals, the laws of the country in which the rental originates. Except as provided in the Agreement, the parties shall bring any claim or action arising under the Agreement only in the State or Federal Courts located in St. Louis, Missouri. Notwithstanding the foregoing, a Renting Entity or Company can bring any claim or action arising under a Rental Contract in the jurisdiction set forth in the relevant Rental Contract.

Global Corporate Rate Agreement Schedule 1

Rates and Rate Terms & Conditions

This schedule applies to rentals originating and terminating from the same location operating under the Brands in the

United States (including Puerto Rico) and Canada.

(Account Number: XXXXXXX)

UNITED STATES IN USD

VEHICLE

SIPP

CODES

VEHICLE CLASS

NATIONAL

BRAND

DAILY RATES

ENTERPRISE

BRAND

DAILY RATES

NATIONAL BRAND

ONE-WAY

DAILY RATES

CCAR Compact $ $ $ ICAR Intermediate $ $ $ SCAR Standard $ $ $ FCAR Full Size $ $ $ PCAR Premium $ $ $ PXAR Premium Special $ $ $ LCAR Luxury $ $ $ MVAR Minivan $ $ $ IFAR Intermediate SUV $ $ $ SFAR Standard SUV $ $ $ FFAR Large SUV $ $ $ PFAR Premium SUV $ $ n/a SPAR ½ ton Standard Truck $ $ n/a PPAR ½ ton Full Size Truck $ $ n/a SKAR Cargo Van $ $ n/a SCAH Hybrid Standard $ $ n/a FCAH Hybrid Full Size 4 door $ $ n/a SFAH Hybrid SUV $ $ n/a STAR Convertible $ $ n/a RVAR 12 Passenger Van* $ $ n/a FVAR 15 Passenger Van* $ $ n/a

*With respect to the Business Use rental of 12- and 15-Passenger Van vehicle classes in Connecticut, the District of Columbia, Massachusetts, New York, and Rhode Island, Company will be required to maintain additional third party liability insurance coverage in the amount of $2,000,000. Company shall deliver a Certificate of Insurance evidencing such coverage upon execution of this Agreement and as reasonably requested by EAN from time to time.

Notwithstanding anything to the contrary, in the event of a direct conflict between the terms of this Agreement and the terms and conditions of the rental of such vehicles in the aforementioned states, the terms and conditions of the originating rental location shall govern the rental of such vehicles.

Location Surcharges For rental transactions originating at locations in the areas set forth below (as determined by EAN in its sole discretion), an additional surcharge will be assessed as provided for each day:

Surcharge Amount National Brand Location Surcharges

$3.00 Richmond

$5.00 IL (excluding Chicago); NY (unless otherwise indicated); SC (excluding Myrtle Beach); TN (excluding Nashville); WI; Augusta;

Charlotte; Cincinnati; Cleveland; Harrisburg; Indianapolis; Kansas City; NW Arkansas Regional Airport; Phoenix; Raleigh-Durham;

Sacramento; Scranton; St. Louis

$8.00 Manchester; Salt Lake City

$10.00 HI Airports; PR; TX (unless otherwise indicated); Aspen; Atlanta; Burbank; Charleston, WV; Colorado Springs; Denver; Eagle, CO;

Hartford; Huntington, WV; Jackson, WY; John Wayne Airport; Minneapolis/St. Paul; Nashville; New Orleans; Pittsburgh; Providence;

San Diego; Southern California Regional Airports; Twin Falls; Vail

$12.00 DC Airports (IAD & DCA); Baltimore; Detroit; Monterey; Philadelphia; San Francisco East Bay; Santa Rosa; Seattle $15.00 AK; HI Home-City; Boston; Chicago; L.A. International Airport; Midland, TX $16.00 Oakland; San Jose $20.00 San Francisco (including SFO, Peninsula, unless otherwise indicated)

$30.00 MT; ND; Islip (ISP); Kennedy (JFK); LaGuardia (LGA); Newark (EWR); Rapid City (RAP); Westchester (HPN); NYC Boroughs (Bronx, Brooklyn, Manhattan, Queens, and Staten Island); NY/CT/NJ Metro (including Westchester Home-City, Stamford, and Jersey City)

National brand locations located outside of National's top 100 airport locations may impose a surcharge of up to $6 per day in addition to the Rates and other applicable surcharges. The National brand locations listed in the top 100 airport locations are determined by the previous year’s Passenger Boarding and All Cargo Data Report published by the Federal Aviation Administration.

Amount Enterprise Brand Location Surcharges (Airports Only)

$3.00 Richmond

$5.00 IL (excluding Chicago); SC (excluding Myrtle Beach); TN (excluding Nashville); WI; Augusta; Charlotte; Cincinnati; Cleveland;

Harrisburg; Indianapolis; Kansas City; NW Arkansas Regional Airport; Phoenix; Raleigh-Durham; Sacramento; Scranton; St. Louis

$8.00 Manchester; Salt Lake City

$10.00 HI Airports; TX (unless otherwise indicated); Aspen; Atlanta; Burbank; Colorado Springs; Denver; Hartford; Jackson, WY; John Wayne Airport; Minneapolis/St. Paul; Nashville; New Orleans; Pittsburgh; Providence; San Diego; Southern California Regional Airports; Twin Falls

$12.00 DC Airports (IAD & DCA); Baltimore; Detroit; Monterey; Philadelphia; Santa Rosa $15.00 Boston Airports; Chicago Airports; L.A. International Airport; Midland, TX $16.00 Oakland; San Jose $20.00 San Francisco Airport $30.00 MT Airports; ND Airports; Islip (ISP); Kennedy (JFK); LaGuardia (LGA); Newark (EWR); Rapid City (RAP); Westchester (HPN)

Amount Enterprise Brand Location Surcharges

(Airport, except those noted above, and Home-City Locations) $5.00 Islip Home-City; NY (unless otherwise indicated)

$10.00 MT Home-City; ND Home-City; NE (excluding Omaha and Lincoln); PR; SD (excluding Sioux Falls); WV; WY (excluding Cheyenne, Laramie, and Jackson); Bemidji, MN; Elko; Las Vegas Strip

$12.00 DC Metro; L.A. Home-City and West L.A. Area Home-City; San Francisco Central Coast Home-City; San Francisco North and East Bay Home-City; Seattle

$15.00 AK; HI Home-City; Boston Home-City; Chicago Home-City; Tahoe $16.00 San Francisco South Bay Home-City $17.00 NY/CT/NJ Metro (including Westchester Home-City, Stamford, and Jersey City) $20.00 San Francisco (including Peninsula, unless otherwise indicated) Home-City $21.00 NYC Boroughs (Bronx, Brooklyn, Manhattan, Queens, and Staten Island)

CANADA IN CAD

ALL NATIONAL AND ENTERPRISE LOCATIONS

VEHICLE

SIPP

CODES

VEHICLE CLASS DAILY

RATES

AIRPORT

ONE-WAY

DAILY RATES

ECAR Economy $ $ CCAR Compact $ $ ICAR Intermediate $ $ SCAR Standard $ $ FCAR Full Size $ $

NATIONAL CORPORATE LOCATIONS ONLY

AND ALL ENTERPRISE LOCATIONS

VEHICLE

SIPP

CODES

VEHICLE CLASS DAILY

RATES

AIRPORT

ONE-WAY

DAILY RATES

PCAR Premium $ $ MVAR Mini-Van $ $ IFAR Intermediate SUV $ $ SFAR Standard SUV $ $ FFAR Large SUV $ $ PPAR ½ ton Pick Up Truck $ n/a SKAR Cargo Van $ n/a

Location Surcharges For rental transactions originating at locations in the following areas (as determined by EAN in its sole discretion), an additional surcharge will be assessed as provided for each day:

Amount National Brand Location Surcharges**

$3.00 Halifax; Montreal; Saskatoon; Winnipeg

$5.00 Calgary; Charlottetown; Deer Lake; Edmonton; Fort McMurray; Fredericton; Gander; Moncton;

Mont-Joli; Saint John; Sept-Iles; St. John’s; Sydney

$10.00 Toronto; Vancouver $12.00 Baie-Comeau; Cranbrook; Gaspé; Thompson; Wabush $20.00 Happy Valley/Goose Bay

Amount Enterprise Brand Location Surcharges**

$3.00 Brandon; Dryden; Fort Francis; Halifax; Kenora; Moosejaw; Prince Albert; Saskatoon; Swift Current; Winnipeg

$5.00 Charlottetown; Deer Lake; Fredericton; Gander; Moncton; Mont-Joli; Province of Alberta (unless otherwise indicated); Saint John; Sept-Iles; St. John’s; Sydney

$10.00 Toronto Airports and Surrounding Areas; Vancouver

$12.00 Baie-Comeau; Bonnyville; Cold Lake; Cranbrook; Fort McMurray; Fort St. John; Gaspé;

Lloydminster; Sioux Lookout; Thompson; Wabush

**Surcharges for Airport and/or Home-City Locations Only where applicable.

Rate Terms and Conditions:

Emerald Club Rates: For Emerald Club members using the Emerald Aisle in the United States or Canada, the Rate charged shall be the intermediate car (ICAR) rate. For rentals outside of the Emerald Aisle (including Emerald Club Members renting at non-Emerald Aisle locations), the Rate charged shall be the rate for the vehicle rented.

Weekly and Monthly Rates: For rentals by the same Eligible Renter, weekly rates are six (6) times the Daily Rate for the Vehicle Class rented, and the monthly rate will be four (4) times the Weekly Rate for the Vehicle Class rented.

Mileage/Kilometers: In the United States, except for one-way rentals as may be set forth herein, Rates include free miles up to 3,500 miles per rental for all vehicle classes except pickup trucks, cargo vans and 12- and 15-passenger vans, each of which include 150 free miles per day, 750 free miles per week, and 3,000 free miles per month, as applicable. Any additional miles will incur an additional charge of $0.25 per mile.

In Canada, except for one-way rentals as may be set forth herein, and with the exception of rentals from Franchisee locations, which may have different kilometer charges or other restrictions, Rates include free kilometers up to 3,500 kilometers per rental for all vehicle classes except pickup trucks, cargo vans and 12- and 15-passenger vans, each of which include 200 free kilometers per day, 1,000 free kilometers per week, and 4,000 free kilometers per month, as applicable. Any additional kilometers will incur an additional charge of $0.25 per kilometer.

One-Way Rentals: In the United States and Puerto Rico, one-way rentals are available at all National brand locations. One-way rentals must be reserved as such in advance of the rental or Company must arrange such one-way rentals with the applicable Affiliate during the rental period. Rates for National brand rentals originating and terminating in different rental zones, as determined by the applicable Affiliate in its sole discretion, which may be changed from time to time, are set forth above as One-Way Daily Rates. One-Way Daily Rates include unlimited mileage except for Premium through Large SUV vehicle classes and for which the mileage charge shall be $0.40 per mile. In the event, the rental is terminated at a different location from the originating location except as provided for in this paragraph, Company will incur an additional surcharge.

In Canada, one-way rentals, available at participating National brand locations and Enterprise brand Corporately Owned Airport locations, must be reserved as such in advance of the rental or must be arranged with the applicable Affiliate or licensee during the rental period. At participating Airport locations, One-Way Daily Rates include unlimited kilometers, except for Premium through Large SUV vehicle classes, for which the kilometer charge shall be $0.40 per kilometer. At non-participating rental locations, all authorized or pre-arranged one-way rentals will be charged the Daily Rate with a kilometer charge that will be applied to all kilometers driven during the term of the rental from the date the rental originates. In limited circumstances a drop charge may also apply for any one-way rental, and if reserved in advance, the fee for the drop charge will be provided at that time. In the event, the rental is terminated at a different location from the originating location and such one-way was not authorized or pre-arranged as set forth in this paragraph, Company will incur an additional surcharge.

Vehicle Classes: This Agreement shall apply to all rentals hereunder; provided, however, that DW and third party liability, if included in the Rate, shall not apply for vehicle classes not listed herein or for rentals of exotics and high line vehicles, including, without limitation, vehicles available through the Exotic Car Collection by Enterprise and the National Premium Selection, the makes and models of which may be changed from time to time by the applicable Renting Entity in its sole discretion; and provided, further, that any third party liability insurance prescribed by the applicable Canadian province shall apply. For vehicle classes not listed herein, all National brand locations will apply up to a 15% discount off of the then-current rates the Renting Entity charges its business customers, which rate varies from time to time, differs by Renting Entity location, and is provided at the time the reservation is made, and rates for all Enterprise brand locations will be determined by the applicable Renting Entity in its sole determination.

Surcharge: $5.00 surcharge will be added to the Rate when the rental commences at a National or Enterprise brand location on a Monday, Tuesday, Wednesday, or Thursday and is returned within twenty-five (25) hours or less.

Direct Billing: If EAN and Company have agreed to a direct billing arrangement, Company will ensure the direct billing code provided by EAN is only accessible by Eligible Renters and is not available to or accessible by the general public. In the event EAN identifies irregular or suspicious rental activity, Company shall cooperate with EAN to investigate such activity. If EAN determines in its sole and absolute discretion that such activity is attributable to non-Eligible Renters, then EAN shall have the right (but not any obligation) to take such actions as may be necessary or appropriate to control the activity, including but not limited to suspending this Agreement, and/or cancelling and re-issuing Account Numbers and other direct billing code(s). Except to the extent of fault on the part of EAN, Company shall be responsible for all amounts owed pursuant to, arising out of, or in connection with a rental by any non-Eligible Renter (including, without limitation, amounts arising from traffic violations, tolls, parking fines and fees, vehicle damage and loss, and reimbursement for third party demands, claims and losses, including attorneys’ fees) and shall promptly pay EAN all such amounts upon demand.

Enterprise Truck Rental

The below Enterprise Truck Rental rates, terms and conditions, together with the other terms and conditions of the Agreement, shall apply to rentals at Enterprise Truck Rental brand locations in the jurisdiction(s) noted below.

RATES (UNITED STATES AND PUERTO RICO) IN USD

SIPP

CODE VEHICLE CLASS DAILY

RATES

WEEKLY

RATES

MONTHLY

RATES

MILEAGE

CHARGES

DAILY

MILEAGE

INCLUDED

WEEKLY

MILEAGE

INCLUDED

MONTHLY

MILEAGE

INCLUDED

BCUT 12-14 Ft Cut Heavy $ $ $ $ 0 0 0 DCUT 15 Ft Cut $ $ $ $ 0 0 0 DCUG 15 Ft Cut w/Gate $ $ $ $ 0 0 0 DBOX 16 Ft Box $ $ $ $ 0 0 0 EBOX 20 Ft Box $ $ $ $ 0 0 0 FBOX 24 Ft Box $ $ $ $ 0 0 0 GBOX 26 Ft Box $ $ $ $ 0 0 0 BSTK 12 Ft Stake $ $ $ $ 0 0 0 CSTK Stake Class 4/5 Conv $ $ $ $ 0 0 0 DSTK 16 Ft Stake $ $ $ $ 0 0 0 FSTK 24 Ft Stake $ $ $ $ 0 0 0 GSTK 26 Ft Stake $ $ $ $ 0 0 0 SPBR ½ ton P/up Standard 4wd $ $ $ $ 0 0 0 PPBR ½ ton P/up Full Size 4wd $ $ $ $ 0 0 0 OPAR ¾ ton P/up 2wd $ $ $ $ 0 0 0 OQAR ¾ ton P/up 4wd $ $ $ $ 0 0 0 OQBD ¾ ton P/up 4wd Diesel $ $ $ $ 0 0 0 UPAR 1 ton P/up Truck 2wd $ $ $ $ 0 0 0 UQAR 1 ton P/up Truck 4wd $ $ $ $ 0 0 0 UQBD 1 ton Diesel P/up 4wd $ $ $ $ 0 0 0 JKAR Mini-Cargo Van $ $ $ $ 0 0 0 SKAR Cargo Van $ $ $ $ 0 0 0 RKAR HD Cargo Van $ $ $ $ 0 0 0 GKAR HD XL Cargo Van $ $ $ $ 0 0 0 UKAR Hi-Roof Cargo Van $ $ $ $ 0 0 0

Surcharge Amount Locations

$5.00 AZ; CT; DC; KY; MD; NV; NC; OR; RI; SC; Atlanta; Boston; Chicago; Dallas; Houston; Jacksonville;

Orlando; Philadelphia; Southern TX; Southern FL; Tampa

$10.00 LA

$15.00 PR

$17.00 San Francisco Central Coast; San Francisco North and East Bay $21.00 San Francisco South Bay $24.00 NY (unless otherwise indicated); NY/CT/NJ Metro including Westchester, Islip, Stamford & Jersey City $25.00 AK; HI; San Francisco including Peninsula (unless otherwise indicated) $28.00 NYC Boroughs (Bronx, Brooklyn, Manhattan, Queens & Staten Island)

Rate Terms and Conditions applicable to Truck rentals (all jurisdictions):

Mileage/Kilometers: Rates include free miles/kilometers only as set forth above. Any additional miles/kilometers will be charged at the rate set forth above.

Operation, Inspection and Maintenance: Company is required to perform a daily inspection of each vehicle rented hereunder, including (a) inspecting the vehicle to identify any damage or potential safety concern, (b) inspecting headlights, running lights, brake lights and turn signals and ensuring proper operation, (c) checking and maintaining all fluid levels, including the hub oil level if applicable (d) checking tires to ensure proper tread depth and tire wear and (e) checking tire pressure and maintaining tire pressure per the manufacturer’s recommendations. Company agrees that tire failure due to incorrect pressure or damage caused by the Additional Authorized Driver(s) of the vehicle will be the responsibility of Company. Company will not operate or permit the operation of any vehicle if there is any concern regarding the safe operation of such vehicle or maintenance issues.

Company agrees to make each vehicle rented hereunder available for the purposes of inspection and/or maintenance of such vehicle once every thirty

(30) days or earlier if maintenance is required upon not less than three (3) business days’ prior notice from EAN. In the event Company does not make the vehicle available pursuant to the foregoing provision, Company shall be responsible for the costs of all such maintenance as well as any related damage arising from Company’s delay in making the vehicle available. In the event access to a vehicle is needed prior to the three (3) day notification period, such as for manufacturer recalls, Company shall make the applicable vehicle available to EAN immediately.

Company agrees to provide EAN with mileage updates on each vehicle rented hereunder at a minimum every thirty (30) days and periodically when EAN requests mileage updates verbally or in writing.

Company shall meet all applicable weight class requirements for the vehicles and shall cease operation of a vehicle if (a) difficulties are encountered with the operation or performance with the vehicle; or (b) EAN notifies Company that the vehicle is the subject of a manufacturer recall or is otherwise due for service. If a vehicle rented hereunder is not safely drivable, Company shall have the vehicle towed to a location designated by EAN. Company agrees to immediately notify EAN of any and all breakdowns and/or maintenance needs relating to any vehicles rented hereunder. Failure to provide such notification may result in repair costs that will be the responsibility of Company.

In the event a vehicle’s ABS light is illuminated, the hub oil, if applicable, must be immediately checked. In order to obtain an accurate reading of the hub oil level, the vehicle must be on level ground with the wheels pointed straight. If, at any time, including during a daily inspection, it is determined that the hub oil is below the minimum level as indicated on the hubcap window or there appears to be a leak, the vehicle may not be driven, and Company must have it towed to a repair shop designated by EAN.

Company agrees to avoid excessive use of the liftgate while the vehicle is not running and to avoid leaving the dome or box light illuminated for extended periods. If a vehicle’s battery dies or needs to be replaced due to any of the foregoing conditions, the repair expense and any related charges shall be the responsibility of Company.

Renter Qualifications: In addition to the other rental qualifications in the Agreement and any Rental Contract, Eligible Renters must be 25 or older in order to rent any vehicles not considered “Light Duty” by EAN.

Global Corporate Rate Agreement Schedule 2

Protection Products and Additional Terms

DRIVER PROTECTION PRODUCTS:

Damage Waiver (DW): For National and Enterprise brand rentals to Eligible Renters in the United States and Puerto Rico for Business Use only, Rates include DW (may be described as LDW or CDW in the applicable Rental Contract), with no retained responsibility, upon the terms and subject to the limitations set forth in the applicable Rental Contract. Company will advise Eligible Renters that DW applies to their Business Use rentals only.

Company will verify that a rental was a Business Use rental in the event of an accident or in the event the vehicle suffers loss or damage. If the Company cannot provide such verification, the applicable Renting Entity is not obligated to provide DW and may void DW.

For National and Enterprise brand rentals in Canada, Company (for Business Use rentals) shall maintain throughout the term of this Agreement, at its expense, Physical Damage Insurance (Collision & Comprehensive: Actual cash value of the applicable vehicle) covering all vehicles rented for Business Use pursuant to this Agreement. Company agrees that each required policy of insurance will by appropriate endorsement or otherwise name Enterprise Holdings, Inc., its subsidiary and affiliated companies, limited liability companies and Franchisees as loss payees as their respective interests may appear. An original certificate evidencing such coverage shall be furnished to EAN as reasonably requested from time to time. Further, each such insurance policy must provide the following: (i) that the same may not be cancelled, changed or modified until after the insurer has given to EAN at least a thirty (30) day prior written notice of such proposed cancellation, change or modification, and (ii) that no act or default of Company or any other person shall affect the right of EAN or any Affiliate or Franchisee to recover under such policy or policies of insurance in the event of any loss of or damage to any vehicle.

Liability Protection: For National and Enterprise brand rentals in the U.S. and Puerto Rico to Eligible Renters for Business Use only, Rates include Liability Protection for accidents arising out of the operation or use of the rental vehicle with split limits of $100,000 bodily injury or death per person, $300,000 bodily injury or death per occurrence and $50,000 property damage per occurrence, upon the terms and subject to the limitations set forth in the Rental Contract and in the insurance policy which provides coverage. Unless required by law, Liability Protection excludes any protection afforded under: first party benefits; personal injury protection; medical payments; no-fault; and uninsured or underinsured motorist. Liability Protection provides no coverage for physical damage to, or theft of, the rental vehicle. Insurer and policy terms are subject to change without prior notice to Company. Company will advise Eligible Renters that the Liability Protection described herein applies to their Business Use rentals only. Company will verify that a rental was a Business Use rental in the event they are involved in an accident. If Company cannot provide such verification, the applicable Renting Entity is not obligated to provide Liability Protection and may void Liability Protection. For Personal Use rentals on all rates and discounts, the limits of liability described in the paragraph above do not apply. In these instances, Liability Protection for third party claims, if applicable, will be as specified in the applicable Rental Contract. For rentals in Canada, each applicable Renting Entity has arranged for motor vehicle liability insurance with an authorized insurer, to provide coverage in accordance with the standard automobile insurance policy, to at least the minimum limits for third party liability prescribed by the applicable province, territory, or other jurisdiction. Provincial or other laws determine minimum limits and priority of coverage for motor vehicle liability insurance.

For rentals originating and terminating in the United States and Puerto Rico, the company shall maintain throughout the term of this Agreement, at its expense, Physical Damage Insurance (Collision & Comprehensive: Actual cash value of the applicable vehicle) and Commercial Automobile Liability Insurance with limits of at least $1,000,000 combined single limit covering all vehicles rented for Business Use pursuant to this Agreement;

provided that such coverage shall only apply to the extent any DW or liability protection is not applicable. Company agrees that each required policy of insurance will by appropriate endorsement or otherwise name Enterprise Holdings, Inc., its subsidiary and affiliated companies, limited liability companies and Franchisees as loss payees under the Physical Damage Insurance and as additional insureds under the liability insurance, as their respective interests may appear.

DRIVER PROTECTION PRODUCTS FOR COMMERCIAL TRUCK:

Damage Waiver (DW): For rentals in the U.S. and Puerto Rico to the Company’s employees and agents (“Representatives”) for business use who are 21 years old or older only, Base Rental Charges include DW with $0 retained responsibility per incident per vehicle, upon the terms and subject to the limitations set forth in the renting location’s then standard form of Rental Contract.

Liability Protection: For rentals in the U.S. and Puerto Rico to Company’s Representatives for business use who are 21 years old or older only, Base Rental Charges include Liability Protection for accidents arising out of the operation or use of the rental vehicle with split limits of $100,000 bodily injury or death per person, $300,000 bodily injury or death per occurrence and $50,000 property damage per occurrence, in either case upon the terms and subject to the limitations set forth in the applicable renting location’s then standard form of Rental Contract and in the insurance policy which provides coverage. Unless required by law, Liability Protection excludes any protection afforded under: first party benefits; personal injury protection;

medical payments; no-fault; and uninsured or underinsured motorist. No coverage is provided for physical damage to, or theft of, the rental vehicle.

A Certificate of Insurance naming Company as an Additional Insured will be issued upon request. Insurer and policy terms subject to change without prior notice to Company.

Additional Terms:

Bulk Rental Transactions: Requests for multiple or bulk rentals will be considered by EAN on a case-by-case basis and may be subject to cancellations, additional fees and/or surcharges. Your account representative must be contacted in advance of these bookings.