-------------------------------------------------- DRAFT FOR ATTORNEY REVIEW ONLY — NOT LEGAL OR FINANCIAL ADVICE This Fleet Management Agreement draft is a structured preparation document only. FleetAxis India Pvt Ltd provides NO guarantee of specific cost savings, fuel efficiency improvements, or vehicle performance outcomes. GST treatment of fleet management services under the CGST Act 2017 including applicable HSN code and rate, TDS applicability on management fee payments under the Income Tax Act 1961 India, Digital Personal Data Protection Act 2023 India compliance for collecting and processing driver personal data including license details and telematics GPS location data including applicable consent and data minimization obligations, Motor Vehicles Act 1988 India compliance for commercial vehicle fleet operations including permit and fitness certificate obligations, Consumer Protection Act 2019 India compliance for management fee and SLA breach provisions, Indian Contract Act 1872 enforceability of limitation of liability and Force Majeure provisions, and applicable Maharashtra state transport authority regulations for commercial logistics fleets must all be confirmed with a qualified Indian attorney and chartered accountant before this agreement is signed. -------------------------------------------------- FLEET MANAGEMENT AGREEMENT — DRAFT FOR ATTORNEY REVIEW Document Ref: FMA-2026-001 Date of Preparation: June 1 2026 MANAGER: FleetAxis India Pvt Ltd Mumbai Maharashtra India GST Number: [GST registration number] Email: [manager email] Phone: [manager phone] Contact: [account manager name] CLIENT: Sunrise Logistics Pvt Ltd Mumbai Maharashtra India GST Number: [client GST number] Email: [client email] Phone: [client phone] Fleet Contact: [fleet coordinator name] Agreement Start Date: __________________ Effective Date: ________________________ 1. RECITALS 1.1 FleetAxis India Pvt Ltd is a commercial fleet management company based in Mumbai Maharashtra India specializing in end-to-end fleet management services for commercial logistics and transport operators including maintenance scheduling, fuel management, driver compliance, and telematics integration. 1.2 Sunrise Logistics Pvt Ltd is a logistics company based in Mumbai Maharashtra India operating a fleet of 30 commercial vehicles for last-mile delivery operations across Mumbai and Pune and wishes to engage FleetAxis India Pvt Ltd to manage its fleet operations. 1.3 Both parties confirm their mutual intent to document this fleet management engagement on the terms set out in this agreement. 2. DEFINITIONS 2.1 Manager: FleetAxis India Pvt Ltd. 2.2 Client: Sunrise Logistics Pvt Ltd. 2.3 Fleet: The 30 commercial vehicles owned by Sunrise Logistics Pvt Ltd as described in Section 4. 2.4 Vehicle: Each individual commercial vehicle in the Fleet. 2.5 Management Services: The fleet management services provided by FleetAxis India Pvt Ltd as described in Section 6. 2.6 Management Fee: INR 2,500 per Vehicle per month as described in Section 13. 2.7 SLA: Service Level Agreement being the minimum performance standards the Manager commits to deliver as described in Section 15. 2.8 KPI: Key Performance Indicator being the fleet performance metrics reported by the Manager as described in Section 15. 2.9 Telematics Data: GPS location, speed, route, and vehicle utilization data generated by telematics devices fitted to each Vehicle. 2.10 Preventive Maintenance: Scheduled servicing of each Vehicle at manufacturer-recommended intervals as described in Section 7. 2.11 Governing Law: Laws of Maharashtra India. 3. FLEET DESCRIPTION 3.1 The Fleet covered by this agreement comprises: 20 Tata Ace mini trucks, all Maharashtra registered, used for last-mile delivery in Mumbai and Pune. 10 Mahindra Bolero pickup trucks, all Maharashtra registered, used for last-mile delivery in Mumbai and Pune. Total Fleet size: 30 Vehicles. 3.2 A complete vehicle list including registration numbers, chassis numbers, and current odometer readings will be provided by Sunrise Logistics Pvt Ltd to FleetAxis India Pvt Ltd within 7 days of the Agreement Start Date. 3.3 Sunrise Logistics Pvt Ltd retains full legal ownership of all Fleet Vehicles throughout this agreement. FleetAxis India Pvt Ltd does not acquire any ownership interest in any Vehicle. 3.4 The Client grants the Manager access to all Fleet Vehicles as reasonably required to deliver the Management Services. 4. TERM AND COMMENCEMENT 4.1 This agreement commences on the Agreement Start Date and continues for an initial term of 24 months. 4.2 At the end of the initial term this agreement will automatically renew for successive 12-month periods unless either party provides the other with 60 days' written notice of non-renewal before the end of the then-current term. 4.3 Either party may terminate earlier under Section 20 of this agreement. 5. MANAGEMENT SERVICES 5.1 FleetAxis India Pvt Ltd will provide the following Management Services to Sunrise Logistics Pvt Ltd during the term of this agreement: 1. Preventive maintenance scheduling as described in Section 7. 2. Fuel management and cost reporting as described in Section 8. 3. Driver compliance monitoring as described in Section 9. 4. Telematics and GPS integration as described in Section 10. 5. Emergency roadside assistance coordination as described in Section 11. 6. Vehicle replacement advisory as described in Section 12. 7. Monthly KPI and SLA reporting as described in Section 15. 5.2 The following are NOT within the scope of this agreement: 1. Ownership, financing, or insurance of any Fleet Vehicle. 2. Employment or management of drivers. 3. Route planning or dispatch operations. 4. Payment of traffic challans or fines on behalf of the Client. 6. PREVENTIVE MAINTENANCE SCHEDULING 6.1 FleetAxis India Pvt Ltd will schedule and coordinate preventive maintenance servicing for each Fleet Vehicle at manufacturer-recommended service intervals. 6.2 The Manager will: 1. Maintain a maintenance schedule calendar for all 30 Vehicles. 2. Notify the Client's Fleet Coordinator at least 7 days before each Vehicle's scheduled service date. 3. Coordinate with the Client's nominated service workshops or approved vendors in Mumbai and Pune. 4. Track and confirm service completion for each Vehicle. 5. Maintain digital service records for all Fleet Vehicles accessible to the Client through the telematics dashboard. 6.3 The Manager does not guarantee that all Vehicles will be serviceable at all times or that mechanical failures will not occur between scheduled services. 7. FUEL MANAGEMENT AND COST REPORTING 7.1 FleetAxis India Pvt Ltd will provide monthly fuel management reporting for the Fleet covering: 1. Total fuel consumption per Vehicle and across the Fleet for the reporting month. 2. Fuel cost per kilometre per Vehicle and Fleet average. 3. Fuel efficiency trends compared to the prior month. 4. Anomaly alerts for Vehicles showing significant fuel consumption deviation from expected benchmarks. 7.2 Monthly fuel reports will be delivered to the Client's Fleet Coordinator by the 5th of the following month. 7.3 The Manager monitors fuel data based on information provided by the Client and telematics data. The accuracy of fuel reports depends on the accuracy of information supplied. 8. DRIVER COMPLIANCE MONITORING 8.1 FleetAxis India Pvt Ltd will conduct monthly driver compliance checks covering: 1. Verification of valid Maharashtra commercial driver's license for each registered driver. 2. Driving behavior monitoring through telematics data including hard braking, speeding alerts, and harsh acceleration events. 3. Traffic challan and incident logging for each Vehicle and driver. 8.2 Driver compliance reports will be included in the monthly KPI report delivered by the 5th of the following month. 8.3 Note: Driver monitoring activities involve the processing of driver personal data including location data, driving behavior, and license information. Digital Personal Data Protection Act 2023 India compliance including driver consent, data minimization, and purpose limitation obligations for employee monitoring must be confirmed with a qualified Indian attorney before driver monitoring commences. 9. TELEMATICS AND GPS INTEGRATION 9.1 FleetAxis India Pvt Ltd will integrate GPS telematics devices on all 30 Fleet Vehicles and provide the Client access to a live fleet dashboard covering: 1. Real-time location of each Vehicle. 2. Speed and route data. 3. Vehicle utilization and idle time reporting. 4. Geofencing alerts for agreed zones. 9.2 All Telematics Data is the exclusive property of Sunrise Logistics Pvt Ltd. FleetAxis India Pvt Ltd may access and use Telematics Data only for the purpose of delivering the Management Services under this agreement. 9.3 The Manager will not share Telematics Data with any third party without the Client's prior written consent except as required by applicable law. 9.4 Note: DPDP Act 2023 India compliance for GPS location tracking of drivers as employees including applicable consent requirements under Indian employment and data protection law must be confirmed with a qualified Indian attorney before telematics deployment commences. 10. EMERGENCY ROADSIDE ASSISTANCE 10.1 FleetAxis India Pvt Ltd will coordinate emergency roadside assistance for all Fleet Vehicles during the term of this agreement. 10.2 Target response time for emergency roadside assistance coordination: Within 4 hours for incidents reported during business hours in Mumbai and Pune. 10.3 The Client's Fleet Coordinator must notify the Manager of any Vehicle breakdown or roadside incident immediately by phone. 10.4 The Manager will coordinate with approved breakdown service providers. Third-party breakdown and repair costs are passed through to the Client under Section 14. 10.5 Note: Response times are targets only and not absolute guarantees. Response times may be affected by incident location, traffic, and parts availability which are outside the Manager's control. 11. VEHICLE REPLACEMENT ADVISORY 11.1 FleetAxis India Pvt Ltd will provide an annual vehicle replacement advisory report to Sunrise Logistics Pvt Ltd covering: 1. Maintenance cost trends per Vehicle. 2. Age and mileage analysis of each Vehicle. 3. Recommended replacement candidates based on cost-to-maintain versus replacement value analysis. 4. Suggested replacement vehicle types based on operational requirements. 11.2 The vehicle replacement advisory is a recommendation only. All vehicle replacement decisions rest entirely with Sunrise Logistics Pvt Ltd. FleetAxis India Pvt Ltd makes no guarantee that following its replacement recommendations will result in any specific cost saving or operational improvement. 12. MANAGEMENT FEE 12.1 Sunrise Logistics Pvt Ltd agrees to pay FleetAxis India Pvt Ltd a monthly Management Fee of INR 2,500 per Vehicle per month plus applicable GST. 12.2 Total monthly Management Fee for 30 Vehicles: INR 75,000 plus applicable GST. 12.3 Monthly invoices will be issued by FleetAxis India Pvt Ltd by the 1st of each month and are payable within 15 days of the invoice date. 12.4 Late payment beyond 15 days will attract a late payment charge of INR 500 per week of delay. 12.5 Payment by NEFT or RTGS to FleetAxis India Pvt Ltd's nominated bank account. GST-compliant tax invoice will be issued monthly. 12.6 Note: Applicable GST rate on fleet management services under the CGST Act 2017 including applicable HSN code, TDS on management fee payments under the Income Tax Act 1961 India, and income tax treatment of fleet management fee income for FleetAxis India Pvt Ltd must be confirmed with a qualified Indian chartered accountant. 13. ADDITIONAL CHARGES 13.1 The following costs are additional to the Management Fee and will be invoiced to Sunrise Logistics Pvt Ltd at cost: 1. Maintenance parts and labor from approved service vendors, invoiced at vendor cost plus a 10 percent coordination markup. 2. Emergency roadside repair costs from third-party breakdown providers. 3. Telematics device hardware costs if applicable for new Vehicle additions to the Fleet. 13.2 All additional charges will be supported by vendor invoices and itemized on the Manager's monthly consolidated statement. 13.3 Emergency repair authorizations above INR 15,000 per incident require prior written approval from the Client's Fleet Coordinator before the Manager commits the expenditure. 14. SLA AND KPI REPORTING 14.1 FleetAxis India Pvt Ltd commits to the following SLA: 1. Maintenance schedule compliance: 95 percent of Vehicles serviced within 7 days of their scheduled service due date each month. 2. Monthly KPI report delivered to the Client by the 5th of the following month. 3. Emergency roadside assistance coordination initiated within 4 hours of incident notification in Mumbai and Pune. 14.2 Monthly KPI report will cover: 1. Fleet maintenance schedule compliance percentage. 2. Fuel efficiency per km per Vehicle and Fleet average. 3. Maintenance cost per Vehicle. 4. Vehicle downtime percentage. 5. Incident and challan count per Vehicle. 6. Driver compliance summary. 14.3 If the Manager fails to meet the maintenance schedule compliance SLA of 95 percent in any calendar month the Client may raise a formal service complaint. The parties will meet within 14 days to agree a remediation plan. 14.4 Note: SLA breach remedies and their enforceability under the Indian Contract Act 1872 and Consumer Protection Act 2019 India must be confirmed with a qualified Indian attorney. 15. CLIENT OBLIGATIONS 15.1 Sunrise Logistics Pvt Ltd agrees to: 1. Provide FleetAxis India Pvt Ltd access to all Fleet Vehicles as reasonably required for management services. 2. Notify the Manager within 24 hours of any Vehicle accident, breakdown, or traffic challan. 3. Provide accurate and up-to-date driver information required for compliance monitoring. 4. Maintain valid comprehensive motor vehicle insurance for all Fleet Vehicles throughout the term. 5. Pay all invoices within the agreed payment terms. 6. Not engage any other fleet management company for the same Vehicles during the term without the Manager's written consent. 16. DATA OWNERSHIP AND ACCESS 16.1 All fleet data and Telematics Data generated under this agreement including vehicle records, maintenance history, fuel reports, KPI data, and telematics records is the exclusive property of Sunrise Logistics Pvt Ltd. 16.2 FleetAxis India Pvt Ltd has the right to access and use fleet data solely for the purpose of delivering the Management Services under this agreement. 16.3 On termination of this agreement the Manager will return or delete all Client fleet data within 30 days as directed by the Client. 16.4 Note: Data ownership provisions and applicable DPDP Act 2023 India data portability and deletion obligations must be confirmed with a qualified Indian attorney. 17. CONFIDENTIALITY 17.1 Each party agrees to keep confidential all information received from the other party in connection with this agreement including fleet data, pricing, operational data, and business information. 17.2 Confidentiality obligations survive termination of this agreement for a period of 2 years. 17.3 Confidentiality does not apply to information that is publicly available, independently developed, or required to be disclosed by applicable law. 18. LIMITATION OF LIABILITY 18.1 FleetAxis India Pvt Ltd's total liability to Sunrise Logistics Pvt Ltd for any claim arising from this agreement is limited to the total Management Fees paid in the 12 months preceding the claim. 18.2 The Manager is not liable for: 1. Vehicle mechanical breakdown or failure. 2. Third-party service provider failures. 3. Indirect or consequential losses including lost delivery revenue. 4. Delays caused by Force Majeure. 18.3 Note: Limitation of liability for fleet management services under the Indian Contract Act 1872 and Consumer Protection Act 2019 India must be confirmed with a qualified Indian attorney. 19. TERMINATION 19.1 Either party may terminate this agreement: 1. On 60 days' written notice at the end of the initial term or any renewal term. 2. Immediately on written notice if the other party commits a material breach and fails to remedy it within 30 days of written notice. 3. Immediately if the other party becomes insolvent, enters liquidation, or ceases to carry on business. 19.2 On termination: 1. The Manager will return all physical Vehicle keys and documents in its possession within 7 days. 2. The Manager will provide the Client with a complete export of all fleet data and Telematics Data within 30 days. 3. All outstanding invoices become immediately due and payable. 20. DATA PROTECTION AND PRIVACY 20.1 Both parties agree to comply with the Digital Personal Data Protection Act 2023 India in connection with all personal data processed under this agreement including driver data, telematics location data, and employee contact information. 20.2 Each party is responsible for its own DPDP Act 2023 compliance obligations as a data fiduciary for the personal data it processes. 20.3 Note: DPDP Act 2023 India consent requirements for GPS tracking of employees as data principals, applicable purpose limitation and data minimization obligations, cross-border data transfer restrictions if telematics data is processed on overseas servers, and data breach notification obligations must be confirmed with a qualified Indian attorney before this agreement is implemented. 21. GOVERNING LAW AND DISPUTES 21.1 Laws of Maharashtra India and the Consumer Protection Act 2019 India govern this agreement. 21.2 Disputes proceed through direct negotiation then the Consumer Disputes Redressal Forum in Mumbai. 22. ENTIRE AGREEMENT 22.1 This agreement is the complete understanding between FleetAxis India Pvt Ltd and Sunrise Logistics Pvt Ltd. Any amendment requires written consent of both parties. SIGNATURE BLOCK: Note: Both parties must have this agreement reviewed by a qualified Indian attorney and chartered accountant before signing. CGST Act 2017 GST on fleet management services, TDS on management fee payments, DPDP Act 2023 driver GPS tracking and employee data consent obligations, Motor Vehicles Act 1988 India commercial fleet permit and fitness compliance, Consumer Protection Act 2019 India SLA breach and limitation of liability compliance, Indian Contract Act 1872 enforceability of Force Majeure and limitation of liability, and applicable Maharashtra transport authority regulations must all be confirmed before signing. FleetAxis India Pvt Ltd (Manager) Authorized Signatory: ________________ Name: ____________________ Date: ____________________ Sunrise Logistics Pvt Ltd (Client) Authorized Signatory: ________________ Name: ____________________ Date: ____________________ -------------------------------------------------- This Fleet Management Agreement draft was generated by an AI drafting tool as a structured preparation and documentation aid only. It does not constitute legal, financial, or tax advice. FleetAxis India Pvt Ltd provides NO guarantee of cost savings or vehicle performance outcomes. DPDP Act 2023 driver tracking consent obligations must be confirmed. Always have this document reviewed by a qualified attorney before signing. --------------------------------------------------