Millennium Taxi Service, LLC

Independent Contractor Agreement

This contract is between you known herein as the Independent Contractor Driver herein known as "driver," and known herein as Millennium Taxi Service, LLC , "Millennium" or "the company."

Vehicle Use & The furnishing of tools and equipment
The driver agrees that he/she will lease and use the vehicle for the sole purpose of transporting passengers, groceries, and/or luggage items and personal uses. Because Chattanooga government requires that any vehicle used as a taxicab must be in conformance with Chapter 35 of their vehicle regulation codes, all our vehicles have a uniform color, required lighting attachments (overhead lighting), dispatch radio, and meter. These items represent a one-time-cost to the company and is included in the lease payment for the independent contract driver.

Right of Control
The driver agrees that he/she is not an employee or agent of Millennium, but is an independent contractor who maintains full discretion over the operation of their assigned vehicle, including the hours of operation, route location, the right to work for other companies or associations, and is not subject to control by Millennium, and that Millennium, as the lessor, leases the vehicle, radio, and meter and provide dispatch and maintenance and repair services, and the relationship of the parties is strictly lessor-lessee, not employer-employee.

Right of Termination: This agreement is a month-to-month agreement that can be terminated by either party on a 30 day notice. If not terminated by either party, the agreement is automatically renewed for an additional month.

The driver agrees this agreement can be immediately terminated by either party in the event of a default or breach of this agreement. A lease payment which remains unpaid by the driver after 24 hours when payment is due is considered a default of this agreement which can terminate this agreement. The failure by the driver to pay the (lease fee) within 24 hours when due CAN VOID this agreement. Otherwise, each party agrees to provide a 30 day notice to terminate this agreement. In the event of a default, the driver agrees and is required to return the vehicle to Millennium Taxi Service, LLC located at 2145 South Holly Street, Chattanooga, TN 37404 at the expiration of a 24 hour period if the lease fee is not paid or extended by the company, and failure to return the assigned vehicle may be reported to the Chattanooga police department which may be a violation of Tennessee Theft Laws. If the driver fails to return his/her vehicle pursuant to this agreement without prior approval, Millennium Taxi Services, LLC will take all steps necessary to seek the prosecution of said individual under the laws of the State of Tennessee.

A driver who knowingly obtains and exercises control over the property (the taxicab) when he/she does not return the vehicle to Millennium at the address above after a 24 hour period, when payment is due whereby the driver failed to pay the company its lease fee, and has possession of the vehicle without written consent or dispatcher notification of the company may violate the following:

(TCA 39-14-103. Theft of property. - A person commits theft of property if, with intent to deprive the owner of property, the person knowingly obtains or exercises control over the property without the owner's effective consent. Theft of property is a Class D felony if the value of the property or services obtained is one thousand dollars ($1,000) or more but less than ten thousand dollars ($10,000)).

Hours of operation
The driver shall choose their own hours of operation. The city of Chattanooga controls the application permitting process including requirement for training, appearance and conduct to complete the application process.

• The company agrees to provide the initial gas/fuel for the startup of operation and thereafter costs will be maintained by the driver.
• The company will maintain vehicle insurance, vehicle maintenance, and repair services as part of the lease agreement.
• If the driver chooses to operate as a dispatch vehicle, 24 hour dispatching services will be provided for the driver as part of the vehicle lease agreement.
• The driver is responsible for maintaining fare records required by city ordinance, as well as the upkeep of any license, permits, driver’s license, or privileges required to operate a taxicab in the City of Chattanooga and the State of Tennessee.

Freedom to Offer Services to Others
The driver understands that he/she is free to develop any business customers on their own either using existing Millennium customers, or those to which the driver obtains on his/her own through personal advertising by the driver. The driver is free to utilize any advertising methods to obtain fares including, but not limited to business cards, fliers, and referrals or otherwise. The driver is free to operate completely independent of the company using his/her own methods of business development including arrangements with any customers or corporations even entities outside the taxi industry.

The driver understands that he/she will be personally liable for any unprofessional conduct or illegal actions undertaken while driving or using any of the equipment or facilities provided by Millennium Taxi Services, LLC. The driver is required to report any accident(s) or incidents having legal ramifications for the driver or Millennium Taxi Services, LLC as soon as they occur, not to exceed 24 hours from the time of the incident. Millennium Taxi Services, LLC provides insurance for its vehicles, and the independent contractor “driver” assumes all responsibility which exceeds Millennium Taxi Services, LLC insurance limits due to any accident which the driver is found at fault. The driver agrees to follow and abide by all City, State and Federal laws, ordinances and regulations, including, but not limited to all labor laws. If Millennium Taxi Services, LLC becomes aware of any alleged or actual illegal activities of the Driver, he/she will not be allowed to lease any unit(s) through Millennium Taxi Services, LLC until such time that a satisfactory

Lease Agreement
resolution of the alleged conduct has been reached through either legal process or by presentation of information sufficient to satisfy the city Taxi Inspector or the Transportation or Driver for hire Board of the city of Chattanooga that the allegations lack sufficient evidence to void this agreement.

ALL LEASE PAYMENTS ARE PAYABLE ON AN EQUIVALENT WEEKLY BASIS

Method of Payment
The driver agrees to one lease payments below which can be changed on a month-to-month basis that best meet the schedule of the driver. The driver agrees to pay the unit lease on a weekly basis amount payable on his/her choice which will be an equivalent weekly rate either paid daily or once weekly at the Independent Contractors choice.

The driver agrees that this agreement is not an employment contract and Millennium in no way controls any work hours of the driver, does not control any calls dispatched to any driver, nor controls any calls the driver wishes to accept that are not from Millennium.

The driver is an independent contractor. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. The driver shall have no authority to act as agent for, or on behalf of, the Company, or to represent the Company, or bind the Company in any manner. The driver shall not be entitled to worker's compensation, retirement benefits, unemployment benefits, health or other insurance or other benefits afforded to employees of the Company.

The Company shall not be responsible for any costs incurred by the Contractor, including, without limitation, any and all fees and expenses incurred in the performance of this Agreement, including but not limited to, fuel, other than the fuel provided by the company for the initial start up of operation, business cards, uniforms etc.

The Company shall not be responsible for federal, state and local taxes derived from the Contractor's net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers' compensation, disability benefits or other legal requirements applicable to the Contractor.

EXCEPT WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BODILY INJURY, DEATH, LOSS OF REVENUE, OR PROFITS OR OTHER BENEFITS, AND CLAIMS BY ANY THIRD PARTY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS.

Disclaimer of Warranty.
THE WARRANTIES CONTAINED HEREIN ARE THE ONLY WARRANTIES MADE BY THE PARTIES HEREUNDER. EACH PARTY MAKES NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT PROVIDE ANY WARRANTY THAT OPERATION OF ANY SERVICES HEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE.

Indemnification.
The Contractor agrees to indemnify and hold harmless the Company, its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, the Contractor’s services under this Agreement. This provision shall survive the duration of this Agreement.

The Contractor agrees to defend against all claims, demands, causes of action, lawsuits, and/or judgments arising out of, or relating to, the Contractor’s services under this Agreement, unless expressly stated otherwise by the Company in writing.

Duration, Scope and Severability. This Agreement shall take effect immediately, and shall remain in full force and effect until terminated by the either party at any time for a default or breach of agreement, or 30 day written notice by either party, or voided for violations of city ordinance, state or federal laws.

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have each executed this agreement as of the Effective Date.