Joint Venture Vehicle Management Agreement

1. Parties & Definitions

This Joint Venture Vehicle Management Agreement (the "Agreement") is entered into as of the Effective Date set forth on the signature page by and between:

• Manager: Global Innovations and Development Solutions LLC, a Georgia limited liability company doing business as GigWheels, with its principal place of business at 3343 Peachtree Rd NE, Suite 145 #2866, Atlanta, GA 30326 ("Manager" or "GigWheels"); and
• Partner: Leading Business Solutions, LLC, a California limited liability company, with its principal place of business at 3575 San Pablo Dam Rd, El Sobrante, CA 94803 ("Partner").

Manager and Partner are each a "Party" and together the "Parties."

Defined Terms

• "Vehicle" means each motor vehicle contributed to the Program by Partner and accepted by Manager, as identified on Exhibit A (the Vehicle Schedule), as amended from time to time.
• "Program" means the vehicle rental, management, and marketplace-placement services described in this Agreement.
• "GW Platform" means the GigWheels proprietary rental platform operated at gogigwheels.com and related admin, portal, and signing surfaces.
• "Marketplace" means any third-party vehicle-sharing platform on which Manager places a Vehicle for rent, including without limitation Turo, Getaround, HyreCar, and any successor or similar platform.
• "On Rent on GW" has the meaning given in §8.1 (hybrid definition).
• "Marketplace Net Payout" has the meaning given in §8.2.
• "Effective Date" means the date on which both Parties have signed this Agreement.
• "Vehicle Addition Date" means, with respect to any Vehicle, the date on which such Vehicle is first listed on Exhibit A as accepted into the Program.

2. Scope & Purpose

Partner wishes to contribute one or more motor vehicles to Manager's rental Program. Manager will prepare, maintain, insure (on Partner's reimbursed account per §6), rent out on the GW Platform, and/or place on one or more Marketplaces, in exchange for the compensation and on the terms set out below. Each Vehicle will be managed under this Agreement as added to Exhibit A; no separate agreement is required per Vehicle.

3. Vehicle Acquisition & Approval

§3.1 Partner-Funded Acquisition. Partner is solely responsible for the acquisition cost of each Vehicle, including purchase price, taxes, dealer and documentation fees, delivery/transport, and any financing. Manager contributes no acquisition capital.

§3.2 Manager Right of Refusal. Manager has the right, in its reasonable discretion, to refuse any proposed Vehicle that does not meet Manager's then-current fleet standards (including, without limitation: salvaged/branded title, excessive mileage, failed pre-rental inspection, inability to be insured on Manager's commercial fleet policy, or incompatibility with target rideshare/delivery platforms). Manager's refusal is not a breach of this Agreement.

§3.3 Addition to Exhibit A. A Vehicle becomes subject to this Agreement only when it is added to Exhibit A with the Vehicle's VIN, year/make/model, acquisition cost, GPS cost, recon cost, and insurance policy number, and both Parties have initialed the addition.

4. Title Structure & Partner Lien

§4.1 Title to Manager. Each Vehicle shall be titled, registered, and licensed in the name of Global Innovations and Development Solutions LLC (or its DBA GigWheels, as the applicable DMV permits). Manager will be the record owner on the Certificate of Title and the registered owner for DMV, licensing, insurance, toll, and law-enforcement purposes.

§4.2 Partner Lien. Partner shall be listed as the first-priority lienholder on the Certificate of Title for each Vehicle. The lien secures (i) Partner's economic interest in the Vehicle, and (ii) Manager's payment obligations to Partner under this Agreement, including without limitation the per-week on-rent fee under §8.1, the marketplace revenue share under §8.2, and any reimbursement of insurance premiums owed by Partner under §6. The Parties shall cooperate in good faith to perfect the lien at the time of title issuance, including the execution of any state-required title or UCC-1 filings.

§4.3 Remedies on Material Payment Default. If Manager fails to pay Partner any amount owed under §8 for more than fifteen (15) days after Partner's written demand, Partner may enforce its lien in accordance with applicable state law, including repossession, provided Partner first delivers written notice of intent to enforce to Manager and provides Manager ten (10) business days to cure. Partner's enforcement of the lien does not waive any other remedy under this Agreement.

§4.4 Partner Asset Treatment. Although legal title is in Manager's name, the Parties intend that each Vehicle remain the economic property of Partner for purposes of depreciation, Section 179 deductions, financing, and insurance ownership-of-vehicle disclosures. Each Party shall report the arrangement consistently on its tax filings and shall cooperate on any 1099, K-1, or depreciation-schedule reporting as required by the Parties' respective tax advisors (see §19).

5. Get-Ready, GPS & Partner Approval

§5.1 Partner-Funded Pre-Rental Expenses. Partner shall pay, directly or through reimbursement to Manager at cost, all pre-rental and recon expenses required to place the Vehicle in rental-ready condition, including without limitation: safety inspection, detailing, mechanical repair, cosmetic repair, replacement of worn tires or brakes, state-required smog/emissions testing, title and registration fees, DMV lien-recording fees, GPS unit purchase, GPS installation, and any decals or branding required by Manager.

§5.2 Partner Final Approval. Manager shall obtain Partner's written approval (email is sufficient) before commissioning any get-ready expense exceeding $100 per line item, or $500 in the aggregate for any single Vehicle. For emergency safety-critical repairs (e.g., brake failure, tire blowout) in Manager's reasonable judgment, Manager may authorize the repair and notify Partner within 24 hours; such emergency repairs are deemed approved unless Partner objects in writing within 48 hours and specifies an alternative.

§5.3 GPS as Condition. Partner acknowledges that telematics (GPS) tracking is a condition of Manager's commercial fleet insurance and the Vehicle cannot be placed in service without a functioning, Manager-approved GPS unit. The purchase and installation cost of the GPS unit is borne by Partner.

6. Insurance (Roamly Fleet Policy Disclosure)

§6.1 Policy Placement. Each Vehicle shall be insured under Manager's commercial fleet auto policy (the "Fleet Policy") at the state-minimum liability limits, together with Comprehensive, Collision, Auto Medical Payments, and (where not rejected on the carrier's schedule) Uninsured/Underinsured Motorists coverage, subject in every case to the deductibles, exclusions, endorsements, and conditions of the Fleet Policy itself. A current Certificate of Insurance is available on request.

§6.2 Partner Pays Premium. Partner shall reimburse Manager monthly, in arrears, for the per-Vehicle premium cost attributable to Partner's Vehicles, as calculated and documented in Manager's Fleet Policy invoicing. Manager will provide Partner with a reasonable breakdown of per-Vehicle premium allocation. Partner may dispute the allocation in good faith within fifteen (15) days of receipt of the invoice; undisputed amounts remain due on time.

§6.3 Additional Insured & Loss Payee. Where the Fleet Policy carrier permits, Partner shall be named as an additional insured and loss payee on the policy with respect to Partner's Vehicles. Manager shall request, but cannot guarantee, that the carrier add Partner to the policy. If the carrier declines, Manager will use commercially reasonable efforts to obtain a certificate reflecting Partner's secured interest and economic ownership for Partner's own records.

§6.4 Lapse / Cancellation. If the Fleet Policy lapses or is cancelled with respect to any Vehicle, Manager shall immediately (i) remove the Vehicle from the GW Platform and all Marketplaces, (ii) stop operating the Vehicle, and (iii) notify Partner within 24 hours. The per-week fee under §8.1 is tolled while the Vehicle is uninsured; the Parties will reinstate coverage or, if coverage cannot be reinstated within thirty (30) days, either Party may terminate this Agreement as to that Vehicle on ten (10) days notice (and the full termination remedies of §17 and §18 apply).

§6.5 No Personal Coverage for Renters. The Fleet Policy exists for Manager's own operational purposes (employee operation, prep, maintenance, repositioning, transport to repair) and, where applicable, to list rideshare / Transportation Network Company ("TNC") renters as named drivers so Uber/Lyft will approve them to drive. Nothing in this Agreement obligates Manager or Partner to provide any form of Collision Damage Waiver, Loss Damage Waiver, Supplemental Liability Insurance, personal-accident insurance, or personal-effects coverage to renters.

7. Platform Management & Marketplace Listings

§7.1 GW Platform. Manager will list the Vehicle on the GW Platform and promote it through Manager's then-standard customer acquisition channels. Manager controls all pricing, listing content, rate changes, promotional discounts, and renter screening criteria on the GW Platform in its sole discretion.

§7.2 Marketplace Listings. Manager may, at its sole option, also list the Vehicle on one or more Marketplaces (Turo, Getaround, HyreCar, or other). Marketplace listings are placed under Manager's own Marketplace account(s); Partner has no independent relationship with any Marketplace. Manager controls all Marketplace pricing, listing content, availability calendars, trip approvals, and renter-selection decisions.

§7.3 Priority of Channels. Where a Vehicle is listed on both the GW Platform and a Marketplace, Manager uses commercially reasonable efforts to avoid double-bookings, in Manager's sole operational judgment. Partner acknowledges that short gaps between rentals, cleaning days, and inter-platform calendar-sync lag are normal and are addressed by the §8.1 hybrid "on-rent" definition.

§7.4 No Minimum Utilization Guarantee. Manager does not guarantee any specific utilization rate, rental volume, or revenue level for any Vehicle. Manager's compensation obligations under §8 are the sole measure of Partner's return from the Program.

8. Compensation to Partner

§8.1 Per-Week On-Rent Fee (GW Platform) — Hybrid Definition. For each week a Vehicle is "On Rent on GW," Manager shall pay Partner $160.00 (the "Per-Week Fee"). "On Rent on GW" means, for any Measurement Week (Monday 00:00 through Sunday 23:59, Eastern Time):

1. Any Measurement Week in which Manager collected rental payment for the Vehicle on the GW Platform (whether in full or in part); AND, in addition,
2. Any Measurement Week in which the Vehicle was available for rent on the GW Platform (not in maintenance, not awaiting Partner-approved repair, not uninsured, not withdrawn from service by Partner) but Manager was unable to place a renter, up to a cumulative maximum of fourteen (14) consecutive days between paid rentals per Vehicle.

Example: If a Vehicle was on paid GW rental Weeks 1 and 4, available but un-rented Weeks 2 and 3, Manager owes Partner $160 × 4 = $640 for the four Measurement Weeks (Weeks 2 and 3 fall within the 14-day between-renters window). If the gap exceeds 14 consecutive days, the Per-Week Fee pauses on day 15 and resumes the next week the Vehicle is paid-rented.

§8.2 Marketplace Revenue Share — 35% of Net. Manager shall pay Partner thirty-five percent (35%) of the "Marketplace Net Payout" for each Vehicle, defined as the gross amount wired to Manager by the Marketplace, less: (a) the Marketplace's commission, host fees, booking fees, and processing fees as deducted at the source; (b) trip fees, cleaning fees, late fees, and reimbursements the Marketplace routed to Manager on behalf of the renter; and (c) any chargebacks, refunds, or Marketplace-side damage claims deducted from the payout. For clarity, Marketplace Net Payout is the actual net dollars that hit Manager's bank account for the Vehicle, before deducting Manager's own costs. Manager's own costs (cleaning staff, Platform operations, marketing, etc.) are NOT netted before applying the 35% share.

§8.3 Payment Mechanics. Manager shall calculate the amounts owed under §8.1 and §8.2 for each calendar month and shall pay Partner by the fifteenth (15th) business day of the following calendar month, by ACH to the account designated by Partner in writing. Manager shall deliver, with each payment, a per-Vehicle statement showing: (i) number of On-Rent Measurement Weeks on the GW Platform, (ii) gross Marketplace payout received, (iii) Marketplace deductions itemized, (iv) Marketplace Net Payout, (v) Partner's 35% share, (vi) any amounts owed by Partner to Manager (insurance premium reimbursement, approved recon reimbursement, etc.) netted against Partner's amount owed, and (vii) the net amount paid or payable.

§8.4 Netting. Manager may net amounts owed by Partner to Manager (under §5, §6, or §9) against amounts owed by Manager to Partner (under §8.1 and §8.2) each month. If netting results in a net amount owed by Partner to Manager, Manager shall invoice Partner for that balance, due within fifteen (15) days of invoice.

§8.5 Taxes. Each Party is responsible for its own federal, state, and local tax obligations arising from amounts paid or received under this Agreement. Manager will issue Partner an IRS Form 1099-NEC or Form 1099-MISC (or K-1 if the Parties' tax advisors so direct — see §4.4 and §19) for amounts paid in each calendar year, as applicable.

9. Ongoing Expenses & Maintenance

§9.1 Partner Bears All Vehicle Expenses. Consistent with Partner's economic ownership of each Vehicle, Partner is solely responsible for all expenses relating to the Vehicle, including without limitation: routine maintenance (oil, filters, fluids), tires and tire rotation, brake pads and brake service, battery replacement, scheduled service intervals, repairs (mechanical, electrical, cosmetic), windshield and glass, state registration renewal, personal property tax (where applicable), smog/emissions re-testing, GPS unit replacement if damaged, cleaning and detailing between renters, and any citations or toll violations attributable to Manager's non-renter use (prep, repositioning, transport).

§9.2 Pre-Approval Over $100. Manager shall obtain Partner's prior written approval (email sufficient) for any non-emergency Vehicle expense exceeding $100 per line item. Emergency safety repairs may be authorized by Manager and notified to Partner within 24 hours per §5.2.

§9.3 Manager Invoicing at Cost. Where Manager pays a vendor on Partner's behalf (e.g., Manager's shop-account arrangement at Mavis Discount Tire or similar), Manager shall invoice Partner at the vendor's actual charged cost, with no mark-up and no administrative fee. The invoice shall include a copy of the vendor invoice as backup.

§9.4 Renter-Caused Damage. Damage caused by a renter is addressed by the Rental Agreement §8 (renter personal responsibility for all damage, plus $500 damage administration fee). Manager will pursue the renter for recovery and will credit any amounts recovered to Partner (less reasonable collection costs) through the §8.3 monthly statement. Damage that Manager is unable to collect from the renter after reasonable collection efforts (e.g., renter is uninsured, judgment-proof, or amounts fall below Manager's internal collection threshold) remains Partner's expense, consistent with Partner's economic ownership.

10. Marketplace Damage & Claims

§10.1 Marketplace Protection First. For any damage, loss, or claim arising from a Marketplace rental (Turo, etc.), Manager shall first pursue recovery from the Marketplace's host-protection or physical-damage-protection package (e.g., Turo's host plan). Partner acknowledges that Marketplace protection packages typically have deductibles and may exclude certain losses.

§10.2 Partner Pays Deductibles / Shortfalls. After the Marketplace protection package pays, any remaining deductible, uncovered loss, loss of use, or diminution-in-value shortfall is Partner's expense, consistent with Partner's economic ownership of the Vehicle under §4.4. Manager will net such amounts against Partner's compensation per §8.4 or invoice Partner directly.

§10.3 Not Manager's Risk. Except in the case of Manager's gross negligence or willful misconduct (which remains subject to §15), Marketplace-renter damage is NOT Manager's risk and Manager has no obligation to make Partner whole beyond pursuing the Marketplace protection package and the renter in commercially reasonable fashion.

11. Manager's Operational Authority

Manager has sole operational authority over the day-to-day management of each Vehicle, including without limitation: setting rates on the GW Platform and Marketplaces; approving and rejecting renters; screening (background, MVR, insurance verification, scoring); signing rental agreements on Manager's own paper; collecting payments; handling disputes with renters; dispatching cleaning and routine maintenance (subject to §9.2 pre-approval); representing Manager and the Vehicle to regulators, DMV, insurance carriers, and law enforcement; and determining which Marketplaces to use.

Partner shall not communicate directly with renters, Marketplaces, or regulators regarding a Vehicle except with Manager's prior written consent. Partner's remedies for disagreement with Manager's operational decisions are limited to Partner's rights under §16–§18 (term, termination, unwind).

12. Data, Reports & Reconciliation

§12.1 Monthly Statement. Manager will deliver the per-Vehicle statement described in §8.3 by the fifteenth (15th) business day of each month, by email to the address Partner designates in writing.

§12.2 Audit Right. Partner (or Partner's designated CPA, subject to a reasonable non-disclosure agreement) has the right, no more than once per calendar year, upon thirty (30) days prior written notice, during normal business hours and at Partner's expense, to audit Manager's books and records as they relate to Partner's Vehicles and Partner's compensation. If the audit reveals an under-payment to Partner of more than five percent (5%) for the audited period, Manager shall reimburse Partner's reasonable audit costs in addition to paying the under-paid amount.

§12.3 Dispute Window. Partner must raise any dispute with a monthly statement within sixty (60) days of receipt by written notice to Manager. Un-disputed statements are deemed accepted after 60 days.

13. Representations & Warranties

§13.1 By Both Parties. Each Party represents and warrants to the other that: (i) it is duly organized, validly existing, and in good standing in its state of formation; (ii) it has full power and authority to enter into and perform this Agreement; (iii) the person signing on its behalf is duly authorized; and (iv) this Agreement does not conflict with any other agreement by which it is bound.

§13.2 By Partner. Partner further represents and warrants that: (i) Partner has, or will have at Vehicle Addition, good and marketable title to the funds used to acquire each Vehicle, free of liens other than those disclosed to Manager in writing; (ii) each Vehicle at Vehicle Addition will be in rental-ready condition, with current registration, no known material defects, no branded or salvaged title (unless disclosed and Manager accepts in writing), and otherwise meeting Manager's then-current fleet standards; and (iii) Partner is not aware of any claim, lien, or encumbrance that would impair Manager's ability to title, register, insure, or rent the Vehicle.

§13.3 By Manager. Manager further represents and warrants that: (i) Manager will exercise commercially reasonable care in managing the Vehicles; (ii) Manager will maintain the Fleet Policy with respect to the Vehicles for so long as this Agreement is in effect, subject to §6.4; and (iii) Manager will not knowingly commingle Partner's compensation with any amount owed to any other party or use the Vehicles for any unlawful purpose.

§13.4 Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY STATED IN THIS §13, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR EARNINGS POTENTIAL.

14. Partner Indemnification of Manager

§14.1 Scope. To the maximum extent permitted by law, Partner shall defend, indemnify, and hold harmless Manager and its members, officers, employees, affiliates, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all third-party claims, suits, demands, actions, losses, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees and expert fees) arising out of or related to:

• (a) any defect in or condition of a Vehicle (whether known or unknown at Vehicle Addition);
• (b) Partner's acquisition of, or title claims relating to, a Vehicle;
• (c) Partner's selection, purchase, installation, or malfunction of a GPS unit;
• (d) any lapse, cancellation, exclusion, or coverage gap in the Fleet Policy that is attributable to Partner's non-payment of premium under §6.2 or Partner's misrepresentation to the carrier;
• (e) Partner's breach of any representation, warranty, or covenant in this Agreement;
• (f) Partner's enforcement of its lien under §4.3, including any wrongful-repossession or UCC-related claims; and
• (g) any tax liability or reporting obligation that Partner failed to pay or report with respect to amounts received under this Agreement.

§14.2 Carve-Outs. Partner's indemnification obligation does NOT apply to the extent a claim arises from Manager's gross negligence, willful misconduct, or breach of Manager's express obligations under §13.3.

§14.3 Notice & Control. Manager shall promptly notify Partner of any claim for which indemnification is sought. Partner shall control the defense of such claim with counsel reasonably acceptable to Manager, provided Partner shall not settle any claim that imposes any obligation (monetary or non-monetary) on Manager without Manager's prior written consent, not to be unreasonably withheld.

15. Limitation of Manager's Liability

§15.1 Cap on Manager's Liability. To the maximum extent permitted by law, Manager's aggregate liability to Partner for all claims arising out of or related to this Agreement — whether in contract, tort, strict liability, or otherwise — shall not exceed the greater of (a) the total amount Manager paid Partner under §8 in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) Ten Thousand U.S. Dollars ($10,000) per Vehicle, per occurrence.

§15.2 No Consequential Damages. In no event shall Manager be liable to Partner for any indirect, incidental, consequential, special, punitive, or exemplary damages, including without limitation lost profits, lost revenue, lost opportunity, lost business value, diminution in value of a Vehicle, or Partner's own cost of capital, even if Manager has been advised of the possibility of such damages.

§15.3 Carve-Outs. The limitations in §15.1 and §15.2 do not apply to (i) Manager's indemnification obligations expressly stated elsewhere in this Agreement (if any), (ii) Manager's gross negligence or willful misconduct, (iii) Manager's fraud, or (iv) Manager's payment obligations under §8 (which remain enforceable at their stated amounts).

16. Term

This Agreement commences on the Effective Date and continues on a month-to-month basis until terminated by either Party in accordance with §17. There is no fixed term and no minimum commitment, except as expressly stated in §17.

17. Termination & Cure

§17.1 Termination for Convenience (Either Party). Either Party may terminate this Agreement, with or without cause, for any reason or no reason, by delivering thirty (30) days prior written notice to the other Party.

§17.2 Termination for Material Breach. Either Party may terminate this Agreement immediately for material breach if the breaching Party fails to cure the breach within ten (10) days after written notice of the breach specifying the breach in reasonable detail. For avoidance of doubt, "material breach" includes (without limitation) Partner's failure to pay insurance premium reimbursement under §6.2 for more than fifteen (15) days after demand, Manager's failure to pay Partner any undisputed §8 amount for more than fifteen (15) days after demand, and lapse or cancellation of the Fleet Policy under §6.4.

§17.3 Termination of Individual Vehicles. Either Party may terminate this Agreement as to a single Vehicle (rather than the entire Agreement) on the same notice periods above. A per-Vehicle termination requires both Parties to amend Exhibit A to remove the terminated Vehicle; the balance of the Agreement remains in effect for the other Vehicles.

18. Post-Termination Unwind

§18.1 Honor Active Rentals. On termination (whether of the entire Agreement or of a specific Vehicle), Manager shall honor any active signed rental agreement on the terminated Vehicle to its contractual completion date, including any already-exercised rental extensions. New rental bookings on the terminated Vehicle shall cease on the termination notice date; Marketplace listings for the terminated Vehicle shall be removed within three (3) business days.

§18.2 Vehicle Retrieval Window. Partner shall retrieve the terminated Vehicle from Manager's custody within thirty (30) days after (i) the end of the last honored active rental under §18.1, OR (ii) the termination effective date, whichever is later. Partner is responsible for all transport costs associated with retrieval. Manager will cooperate in good faith with scheduling and release.

§18.3 Title Transfer & Lien Release. Within ten (10) business days after Manager receives Partner's final payment reconciliation (and provided Partner has paid all undisputed amounts owed to Manager), Manager shall (i) transfer title to the Vehicle to Partner (or to a transferee Partner designates), and (ii) take all steps reasonably necessary to effect the transfer at the applicable DMV. Partner shall simultaneously release Manager from the Partner lien.

§18.4 Storage After 30 Days. If Partner fails to retrieve the Vehicle within the 30-day retrieval window under §18.2, Manager may invoice Partner reasonable storage fees of $25 per day per Vehicle and may enforce payment through §8.4 netting or, after an additional 60 days of non-retrieval, through a UCC Article 9 disposition sale with Partner's lien proceeds applied first and any surplus remitted to Partner.

§18.5 Final Reconciliation. Within thirty (30) days after Vehicle retrieval, Manager shall deliver a final per-Vehicle reconciliation statement covering all amounts owed each way through the retrieval date, and shall pay (or invoice) the net amount within fifteen (15) business days thereafter.

§18.6 Survival. §14 (Indemnification), §15 (Limitation of Liability), §19 (Independent Contractor), §20 (Confidentiality), §21 (IP & Brand), §23 (Dispute Resolution), §25 (Misc.), and all accrued payment and reporting obligations survive termination.

19. Independent Contractor; No Partnership for Tax

§19.1 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint-employer relationship, agency, franchise, employer-employee relationship, or fiduciary relationship between the Parties. Neither Party has authority to bind the other to any third party except as expressly provided in this Agreement.

§19.2 Characterization for Tax Purposes. Although this Agreement is titled a "Joint Venture," the Parties intend to be taxed as independent contractors transacting in a service-and-revenue-share relationship, not as a federal tax partnership under Subchapter K of the Internal Revenue Code. Manager shall not file a Form 1065 (Partnership Return) on account of this Agreement. If either Party's tax advisor concludes a partnership election is required or advantageous, the Parties shall negotiate in good faith a separate written election and allocation addendum before any such election is made.

20. Confidentiality

Each Party shall maintain the confidentiality of the other Party's non-public business information, including without limitation renter PII, platform data, pricing, financials, and the terms of this Agreement, and shall not disclose such information to any third party except (a) to its employees, agents, or professional advisors on a need-to-know basis under confidentiality obligations at least as protective as this §20, (b) as required by law or legal process (with reasonable prior notice to the other Party where lawful), or (c) with the other Party's prior written consent. Confidentiality obligations survive termination for three (3) years.

21. Intellectual Property & Brand

§21.1 Manager IP. All rights in the GW Platform, the GigWheels name, logos, trade dress, software, listing templates, customer lists, pricing data, and derived analytics are and remain Manager's exclusive property. Partner receives no license to use any of Manager's IP except as necessary to perform under this Agreement.

§21.2 Vehicle-Related IP. Partner retains ownership of any manufacturer-provided IP in the Vehicles themselves (badging, trademarks, infotainment software). Nothing in this Agreement transfers OEM IP in either direction.

§21.3 Branding at Vehicle Level. Manager may apply discreet GigWheels branding (e.g., small decal, QR code) to Vehicles for operational purposes. Partner consents. No branding will be applied that materially impairs the Vehicle's resale value.

22. Assignment

Neither Party may assign this Agreement or any rights or obligations hereunder without the other Party's prior written consent, except that either Party may assign to a successor-in-interest in connection with a merger, acquisition, or sale of substantially all of its assets, upon written notice to the other Party. Any purported assignment in breach of this §22 is void.

23. Dispute Resolution (Arbitration + Waivers)

§23.1 Governing Law. This Agreement is governed by, and shall be construed in accordance with, the laws of the State of Georgia, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

§23.2 Mandatory Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be seated in Fulton County, Georgia, and conducted in English before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

§23.3 Class-Action Waiver. EACH PARTY WAIVES THE RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST THE OTHER PARTY. ALL DISPUTES SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS ONLY.

§23.4 Jury-Trial Waiver. EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

§23.5 Exclusive Venue (Non-Arbitrable Matters). For any matter that is not subject to arbitration under §23.2 (including, for example, proceedings to enforce an arbitration award or to seek emergency injunctive relief in aid of arbitration), the Parties submit to the exclusive jurisdiction and venue of the state and federal courts sitting in Fulton County, Georgia.

§23.6 Prevailing-Party Fees. The arbitrator (or court, as applicable) shall award the prevailing Party its reasonable attorneys' fees, expert fees, filing fees, and reasonable costs incurred in the proceeding.

24. Notices

All notices under this Agreement shall be in writing and delivered to the Party at the address shown on the signature page (or such other address as a Party designates in writing from time to time), by (a) hand delivery, (b) certified or registered U.S. mail (return receipt requested), (c) a nationally recognized overnight courier with tracking, or (d) email, with written confirmation of receipt (an auto-reply does not constitute confirmation). Notices by email are effective on the date confirmed received; notices by other means are effective on the date delivered or refused.

Primary notice addresses, until changed in writing:

• Manager: Global Innovations and Development Solutions LLC (DBA GigWheels), 3343 Peachtree Rd NE, Suite 145 #2866, Atlanta, GA 30326 · rent@gogigwheels.com · (404) 360-3195
• Partner: Leading Business Solutions, LLC, 3575 San Pablo Dam Rd, El Sobrante, CA 94803 · Attn: Lance Jenkins

25. Entire Agreement & Miscellaneous

§25.1 Entire Agreement. This Agreement, including Exhibit A and any written amendments both Parties sign, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous written or oral agreements, understandings, and communications regarding its subject matter.

§25.2 Amendments. No amendment or modification of this Agreement is effective unless in writing and signed by both Parties. Amendments to Exhibit A (adding or removing a Vehicle) may be made by both Parties' initialed and dated signatures on the updated Exhibit A.

§25.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force. The invalid provision shall be reformed to the minimum extent necessary to make it enforceable while preserving the Parties' original intent.

§25.4 No Waiver. No waiver of any provision is effective unless in writing and signed by the waiving Party. No single or partial waiver constitutes a continuing waiver.

§25.5 Counterparts; Electronic Signature. This Agreement may be signed in counterparts (including by scanned or electronic signature), each of which constitutes an original and all of which together constitute one and the same instrument. Electronic signatures (including DocuSign, HelloSign, PDF scans, and typed-name e-signatures) have the same legal effect as handwritten signatures under the federal E-SIGN Act (15 U.S.C. § 7001 et seq.) and Georgia's UETA (O.C.G.A. § 10-12-1 et seq.).

§25.6 Force Majeure. Neither Party is liable for any delay or failure to perform (other than payment obligations) caused by acts of God, war, terrorism, pandemic, government action, labor disruption, utility failure, or other event outside its reasonable control, provided the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

§25.7 Construction. Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation." Dollar amounts are U.S. dollars. "Day" means calendar day unless "business day" is specified; a "business day" means Monday through Friday excluding U.S. federal and Georgia state holidays.

26. Signatures

By signing below, each signatory represents that they are duly authorized to bind their respective Party to this Agreement.

Initials key: M = Manager (GigWheels authorized signer) · P = Partner (Lance Jenkins or Leading Business Solutions, LLC authorized signer). Both must initial every addition and removal.

End of Agreement. This document is approximately 18–22 pages when printed on US Letter at default margins. Reserve space for all signatures and initialing. Any handwritten edits must be initialed by both Parties on each affected page.