This Initial Letter of Intent (“LOI” or “Agreement”) is entered into by and between:

1. Purpose of Agreement

1.1 What HIRECAR Provides

HIRECAR, LLC is an enterprise technology partner for the auto sector. HIRECAR operates a productized digital platform that consolidates website infrastructure, lead capture, customer relationship management, search and review optimization, marketing pixels, hosting, analytics, branded email, and ongoing operational management into a single, managed service tier.

Under this Agreement, HIRECAR functions as FREMONT ELITE’s outsourced digital operations team — replacing the need to assemble, coordinate, and pay 8–12 separate vendors (web developer, hosting provider, SEO agency, review platform, CRM operator, email service, analytics consultant, paid-media manager, brand designer, accessibility auditor, security operator, and reporting analyst). The goal is a single accountable partner converting FREMONT ELITE’s currently invisible market demand into measurable inbound revenue.

1.2 What This Engagement Delivers

This LOI sets the framework for HIRECAR to design, build, host, operate, optimize, and continuously expand FREMONT ELITE’s digital footprint, beginning with the baseline Web Development Stack defined in Addendum A and expanding over time as new digital surfaces, channels, and customer-facing systems are added (see Section 1.3).

Under this Agreement:

• HIRECAR shall serve as the exclusive enterprise technology and digital operations partner for FREMONT ELITE, delivering the Stack, Marketing Infrastructure, and supporting systems set out in Addendum A and any subsequent Addenda.
• FREMONT ELITE retains full ownership of its brand identity, business operations, customer relationships, repair inventory, and service-level decisions — including pricing, scheduling, and the right to confirm, modify, or decline any inbound lead routed through the HIRECAR Platform.
• This LOI reflects the Parties’ good-faith intention to collaborate on enterprise digital transformation while complying with California law, federal advertising standards, and all applicable consumer protection regulations.
• This LOI is grounded in the diagnostic findings of the HIRECAR Digital Supplier Audit prepared for FREMONT ELITE (the “Audit”), available at hirecar-audit.pages.dev, which forms the analytical basis for the Stack scope set out in Addendum A.

1.3 Living Agreement — Expansion of Deliverables

The Parties acknowledge that FREMONT ELITE’s digital footprint is expected to grow throughout the relationship. As HIRECAR deploys additional components — including but not limited to secondary microsites, repair tracker portals, customer-facing financing flows, insurance and DRP integrations, multi-location replication, video and photo galleries, advanced CRM modules, mobile applications, vendor-portal integrations, and adjacent revenue channels — those components shall be considered part of the Stack and shall be either:

• (a) Incorporated into Maintenance scope at HIRECAR’s discretion (typically applied to incremental enhancements to existing Components);
• (b) Memorialized in a subsequent Addendum (B, C, D, …), defining the expansion scope, build effort, and any incremental fees; or
• (c) Quoted via Change Order for one-off expansions outside ongoing Maintenance.

This LOI is therefore a living agreement: as the website, channel mix, integrations, and customer-facing surfaces expand, the deliverables under this Agreement expand with them. Founding Supplier Partners receive priority access to expansion components and preferential pricing on each, as set out in Section 16.

2. Definitions

For purposes of this Agreement, the following definitions shall apply:

• “Audit” — The HIRECAR Digital Supplier Audit dated 2026 prepared for FREMONT ELITE Autoworks Inc., which evaluates competitive position, search visibility, lead capture, and growth opportunity within the Bay Area collision repair market.
• “Stack” or “Web Development Stack” — The full set of digital infrastructure, software, hosting, and operational tools designed, built, deployed, and maintained by HIRECAR for FREMONT ELITE under Addendum A, including but not limited to website, content management, lead capture, customer relationship management, review aggregation, search engine optimization, analytics, marketing pixels, and supporting backend services.
• “Site” — The consumer-facing website built and hosted by HIRECAR for FREMONT ELITE under the Stack, including all subdomains, microsites, and landing pages developed in connection therewith.
• “Platform” — The proprietary digital infrastructure of HIRECAR, LLC, including its mobile and web applications, CRM, backend systems, APIs, lead-routing logic, and content delivery framework, into which the Site is integrated.
• “Customer” — Any individual or entity that submits an estimate, booking, lead, inquiry, or service request through the Site or any HIRECAR-managed marketing channel directed at FREMONT ELITE.
• “Confidential Information” — All non-public, proprietary, or commercially sensitive information exchanged between the Parties, including pricing, customer data, vendor data, operational systems, technical documentation, source code, and strategic plans.
• “Intellectual Property (IP)” — All proprietary assets developed by or under the direction of HIRECAR, LLC, including software code, automated systems, design frameworks, scripts, contracts, templates, workflows, branding, training materials, and operational tools, whether or not registered with the United States Patent and Trademark Office.
• “Founding Supplier Partner Status” — The preferential pricing, service tier, and partnership designation granted to FREMONT ELITE under Addendum A, conditioned on execution within the Founding Supplier Partner Window defined therein.
• “Good Standing” — A legal and operational status where an entity has met all of its state, licensing, and tax obligations, particularly in the State of California.
• “FTB” — California Franchise Tax Board, which enforces tax compliance and business standing for entities incorporated in the State of California.
• “Agreement” — This entire Letter of Intent and Service Collaboration Agreement, inclusive of all attachments, exhibits, schedules, and addenda, including Addendum A — Web Development Stack & Founding Supplier Partner Pricing.
• “Parties” — Collectively refers to HIRECAR, LLC and FREMONT ELITE AUTOWORKS, INC.

These definitions shall apply uniformly throughout this LOI and any associated schedules, addenda, or service orders, unless otherwise defined in context.

3. Scope of Engagement

HIRECAR is granted authority to design, develop, deploy, host, operate, and maintain the Stack on behalf of FREMONT ELITE, including but not limited to:

• Custom website development on a HIRECAR-managed domain or a domain assigned by FREMONT ELITE;
• Lead capture, estimate request, and customer intake systems;
• Google Business Profile optimization, citation management, and ongoing local SEO;
• Review aggregation, monitoring, and response infrastructure;
• Marketing pixels, conversion tracking, and analytics dashboards;
• Email infrastructure, branded mailbox provisioning, and transactional messaging;
• Hosting, content delivery, security, performance optimization, and uptime monitoring; and
• Any additional digital systems described in Addendum A or subsequent change orders agreed to in writing.

FREMONT ELITE will retain the right to:

• Approve or reject any leads routed through the Site or HIRECAR-operated marketing channels;
• Update its pricing, service offerings, hours, and operational parameters;
• Set blackout dates, capacity caps, or service exclusions on inbound demand;
• Withdraw any service category from public listing with reasonable written notice; and
• Approve or revise public-facing content, brand assets, and customer-facing messaging.

4. Lead, Customer, and Identity Verification

For inbound estimate requests, repair appointments, and rental or service leads routed through the Stack, HIRECAR shall (where applicable to the engagement type):

• Provide standardized intake forms with field validation and spam filtering;
• Maintain encrypted transmission and secure storage of consumer data;
• Notify FREMONT ELITE of qualifying leads in real time via email, SMS, and/or CRM;
• Maintain audit logs for compliance and dispute resolution; and
• For any HIRECAR-rental-adjacent operations, apply identity verification consistent with HIRECAR’s standard renter onboarding (valid U.S. driver’s license, biometric ID match, proof of insurance, and emergency contact submission).

5. Brokering, Service Routing, and Settlement Terms

• HIRECAR shall act as the digital broker, intake interface, and marketing operator for inbound leads directed to FREMONT ELITE through the Stack.
• FREMONT ELITE shall be designated as a preferred service partner within the HIRECAR Platform for the geography and service categories specified in Addendum A.
• FREMONT ELITE shall not solicit HIRECAR-originated Customers outside of the Stack during the Term except as approved in writing.
• For lead-volume-based services, FREMONT ELITE shall remit any agreed-upon performance fees, retainers, or revenue shares as defined in Addendum A.
• For setup, build, hosting, and recurring maintenance services, FREMONT ELITE shall pay the Setup Fee and Maintenance Fee defined in Addendum A, processed via HIRECAR’s designated payment processor.
• HIRECAR retains the right to mark up, package, or repackage consumer-facing offerings on the Site and platform channels and to deduct platform fees prior to disbursement of any pass-through revenue to FREMONT ELITE.
• FREMONT ELITE maintains control over service availability, blackout dates, final approval for extended engagements, and ongoing service quality.

6. Marketing and Retargeting Terms

• HIRECAR may market FREMONT ELITE’s services on platforms such as Meta, TikTok, YouTube, Google, Yelp, Nextdoor, and equivalent channels using white-label or co-branded creative.
• Both Parties may retarget social audiences previously engaged via pixel data, form submissions, or ad interactions, so long as:
  • Data usage complies with CCPA, CPRA, and applicable laws;
  • No raw consumer PII is shared without permission; and
  • Each Party respects opt-out requests and ad platform policy.
• Budgeted ad spend, when contributed, may be tracked via shared dashboards or monthly reports. Paid media budgets are separate from Stack Setup and Maintenance Fees and shall be invoiced separately.

7. Compliance with Law

Both Parties agree to operate in compliance with:

• California Vehicle Code (where applicable to rental, repair, or transport-adjacent services);
• California Bureau of Automotive Repair (BAR) standards for repair-shop disclosure and customer communications;
• Federal and California consumer protection law, including FTC Act, CAN-SPAM Act, and TCPA requirements for digital outreach;
• California Consumer Privacy Act (CCPA) and CPRA;
• Americans with Disabilities Act (ADA) Title III digital accessibility standards (WCAG 2.1 AA targeted);
• Local Fremont, Alameda County, and California state licensing, advertising, and safety standards.

Each Party is responsible for maintaining its own legal, licensing, and regulatory standing.

8. Data Protection & Privacy

• Consumer data collected through the Stack will be stored using encrypted, cloud-based services with industry-standard access controls.
• HIRECAR shall not share personally identifiable information (“PII”) with third parties except as needed to facilitate booking, repair intake, payment processing, or dispute resolution.
• FREMONT ELITE shall handle Customer data shared by HIRECAR in compliance with CCPA, CPRA, and HIRECAR’s published Privacy Policy.
• All verification, intake, and inspection records shall be stored in compliance with California privacy laws and retained for the period required by applicable regulation.

9. Mediation and Arbitration

Any disputes arising from this LOI shall be subject to:

• Initial mediation held in Los Angeles County, California; and if unresolved,
• Binding arbitration through the American Arbitration Association (AAA) under California law. Each Party shall bear its own costs unless otherwise ordered.

10. Force Majeure

Neither Party shall be liable for failure to perform due to events beyond their control, including:

• Natural disasters;
• Health emergencies;
• Government restrictions or regulatory action;
• Hosting, infrastructure, or third-party platform outages;
• Acts of war, civil unrest, or terrorism.

Performance shall resume once conditions reasonably allow.

11. Non-Binding Nature

This LOI is non-binding, except for the following sections, which shall be considered binding for the duration of the Term:

• Section 6 — Marketing and Retargeting Terms;
• Section 8 — Data Protection & Privacy;
• Section 9 — Mediation and Arbitration;
• Section 10 — Force Majeure;
• Section 14 — Good Faith and Fair Dealing;
• Section 15 — Confidentiality and Intellectual Property;
• Section 16 — Founding Supplier Partner Status;
• Section 17 — Client Representations & Insurance; and
• Any executed Addendum, including Addendum A — Web Development Stack & Founding Supplier Partner Pricing, which is binding on its own terms.

This LOI is intended to serve as a mutual foundation for the formal partnership and may be replaced or superseded by a definitive Master Services Agreement upon mutual written agreement.

12. Term and Termination

This LOI shall be effective upon signature and shall remain active for ninety (90) days unless extended or terminated in writing by either Party. Termination shall not affect:

• Any in-progress development, build, or deployment, which both Parties agree to complete in good faith;
• Any executed Addendum, which shall continue under its own term and termination provisions; or
• Any binding sections enumerated in Section 11.

13. Digital Signatures

This Agreement may be executed by electronic signature in accordance with the California Uniform Electronic Transactions Act (UETA) and the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act). Signatures delivered electronically (e.g., via PDF, DocuSign, or email) shall be deemed valid and binding with the same legal effect as original signatures.

14. Good Faith and Fair Dealing

The Parties agree to perform their obligations under this Agreement in good faith and with fair dealing, consistent with the implied covenant recognized under California law. This includes an obligation to:

• Cooperate reasonably and not hinder, delay, or interfere with each other’s performance;
• Provide timely responses, approvals, and documentation when reasonably requested;
• Avoid knowingly engaging in any act that would deprive the other Party of the benefits of this LOI.

This covenant is recognized under California Civil Code § 1655, which presumes that contracts are entered into in good faith, and is further supported by judicial doctrine under California Commercial Code § 1304 (applying good faith to commercial transactions).

Each Party affirms their intent to negotiate in good faith any future agreements referenced herein and to comply with all obligations arising from this initial collaboration.

15. Confidentiality and Intellectual Property (Business-to-Business NDA)

15.1 Confidentiality

Both Parties agree to maintain strict confidentiality over all non-public, proprietary, and commercially sensitive information disclosed during the course of this collaboration, including but not limited to business plans, pricing models, operational methods, marketing strategies, customer data, source code, and platform functionality (“Confidential Information”).

Each Party agrees:

• To use Confidential Information solely for the purposes of executing this LOI;
• To limit disclosure to employees or agents with a legitimate business need;
• Not to copy, reverse engineer, sublicense, or exploit Confidential Information for competitive purposes.

This obligation shall survive for two (2) years after the termination or expiration of this LOI.

15.2 Intellectual Property Ownership

All software, digital tools, documents, training materials, platforms, workflows, source code, design systems, content templates, automation scripts, and user experience designs developed by or under the direction of HIRECAR, LLC shall remain the sole and exclusive intellectual property of HIRECAR, LLC, regardless of whether FREMONT ELITE provided input or participated in their implementation.

FREMONT ELITE agrees not to reproduce, reuse, resell, sublicense, port, or modify any HIRECAR-developed IP without prior written consent. This includes any white-labeled tools, CRM systems, templates, APIs, or automated workflows accessed during the course of this partnership.

For clarity:

• HIRECAR retains the Stack codebase, frameworks, deployment systems, internal CRM logic, lead-routing algorithms, and any reusable infrastructure components.
• FREMONT ELITE retains its company name, logo, brand assets, photography, customer-supplied content, and any trademarks owned by it prior to or during the engagement.
• Site Licensing: FREMONT ELITE is granted a non-exclusive, royalty-free license to use the Site and Stack for its business operations during the term of any active Maintenance Agreement under Addendum A. Upon termination, the licensing terms in Addendum A shall apply.

This section is enforceable under the California Uniform Trade Secrets Act (CUTSA), California Civil Code §§ 3426–3426.11, and the California Business and Professions Code § 16600 et seq. governing non-disclosure and business-to-business confidentiality.

Any violation of this section shall constitute a material breach of this Agreement and may result in immediate injunctive relief and damages.

16. Founding Supplier Partner Status

HIRECAR is offering FREMONT ELITE the opportunity to onboard as a Founding Supplier Partner within the HIRECAR Enterprise Technology program for collision repair and automotive service operators. Founding Supplier Partner Status confers:

• A locked-for-life Maintenance Fee at the Founding Supplier Partner Rate defined in Addendum A, non-escalating for as long as the relationship remains in good standing and continuous;
• Priority placement within HIRECAR’s consumer-facing partner directory and lead-routing logic for the Fremont / Tri-City service area;
• Co-marketing eligibility and case-study collaboration rights;
• Direct access to the HIRECAR product roadmap and new-feature beta access;
• Reciprocal referral consideration for HIRECAR’s broader auto-sector network (mobility, financing, co-host, fleet);
• Priority access and preferential pricing on Stack expansion components as the digital footprint grows under Section 1.3 (e.g., repair tracker portals, financing flows, additional locations, mobile apps, integrations).

Founding Supplier Partner Status is conditional upon execution of Addendum A within the Founding Supplier Partner Window specified therein. If Addendum A is not executed within that window, FREMONT ELITE may still elect to engage HIRECAR at the Standard Rate, but Founding Supplier Partner pricing and benefits shall no longer be available.

17. Client Representations & Insurance

As a condition of engagement and as a continuing representation throughout the Term, FREMONT ELITE represents and warrants to HIRECAR that:

17.1 Good Standing

FREMONT ELITE is a duly organized California corporation in Good Standing with the California Secretary of State and the California Franchise Tax Board (FTB), is properly licensed by the California Bureau of Automotive Repair (BAR) where applicable, and holds all licenses, permits, and registrations required to operate as a collision repair facility in the State of California.

17.2 Errors & Omissions / General Liability Insurance

FREMONT ELITE represents and warrants that it carries, and shall maintain throughout the Term, the following insurance coverage in amounts customary for collision repair operators in California:

• Errors & Omissions (Professional Liability) Insurance, or comparable garage-keeper / professional-services liability coverage, written by a carrier authorized to do business in California;
• Commercial General Liability Insurance with coverage limits no less than as required by applicable California regulation; and
• Such other coverage as may be required by FREMONT ELITE’s direct repair partners, lender programs, or licensing bodies.

FREMONT ELITE shall provide HIRECAR, in connection with this Agreement, the insurance carrier name and policy number for its E&O / professional-liability coverage, captured during the digital enrollment process and incorporated into this Agreement by reference.

17.3 Continuing Duty to Notify

FREMONT ELITE shall notify HIRECAR in writing within ten (10) business days of:

• Any lapse, cancellation, or material reduction in the coverage referenced in Section 17.2;
• Any change in carrier, policy number, or coverage amount;
• Any pending or filed claim against the policy that materially affects coverage; or
• Any change in licensing, BAR registration, or California Good Standing status.

17.4 Reliance & Risk Allocation

HIRECAR is relying on the foregoing representations in routing consumer leads, customer data, and inbound demand to FREMONT ELITE through the Stack. FREMONT ELITE acknowledges that HIRECAR is not the warrantor or insurer of FREMONT ELITE’s repair work, customer service, or operational outcomes. Liability for any repair, service, warranty, or customer-related claim originating from work performed by FREMONT ELITE or its personnel rests solely with FREMONT ELITE and shall be addressed under FREMONT ELITE’s insurance and operational protocols.

17.5 Indemnification of HIRECAR

To the fullest extent permitted by California law, FREMONT ELITE shall indemnify, defend, and hold harmless HIRECAR, its officers, employees, contractors, and affiliates from and against any third-party claim, demand, suit, or proceeding arising out of or relating to FREMONT ELITE’s repair, service, warranty, customer-handling, or licensing conduct, except to the extent caused by HIRECAR’s gross negligence or willful misconduct.

18. Signatures