Aerial Photography Drone Document

AERIAL PHOTOGRAPHY DRONE AGREEMENT

This Aerial Photography Drone Agreement (the Agreement) is entered into as of between (Client) and (Provider).

WHEREAS

WHEREAS, Client desires to obtain aerial photography, videography and related deliverables captured by unmanned aircraft systems (drones) at certain locations identified by Client; and

WHEREAS, Provider represents that it is duly qualified and licensed to operate unmanned aircraft systems, to provide photographic and video capture services, and to deliver imagery in the formats requested below under the terms of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the Services, Compensation, deliverables, and use of imagery captured by Provider.

PARTIES AND CONTACT INFORMATION

SCOPE OF WORK

Provider shall perform aerial photography, videography, and associated post-production services as described in the Scope of Work below. Provider shall supply all labor, equipment, and materials necessary to capture imagery at the Location(s) agreed between the parties, subject to the limitations in this Agreement.

OPERATIONS AND COMPLIANCE

Provider shall (a) operate all unmanned aircraft lawfully and safely, (b) maintain required insurance and pilot qualifications, and (c) obtain any permissions or consents from private property owners necessary to access launch or landing areas. Provider certifies that the pilot assigned to perform Services holds the following credential: Pilot Certificate / License Number:

Provider shall not conduct flights in hazardous weather or in locations that present unreasonable risk to persons or property. If Provider determines a flight cannot be safely conducted, Provider will notify Client promptly and propose a rescheduled date.

PAYMENT TERMS

Client shall pay Provider the total fee specified below in consideration of the Services and Deliverables. Fees do not include taxes unless expressly stated.

Late payments shall incur interest at the rate of per month, computed monthly, or a late fee of (whichever is greater). Client shall also be responsible for reasonable collection costs.

TERM AND TERMINATION

Term: This Agreement commences on and continues until unless earlier terminated as set forth below.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for a period of 15 days after written notice of breach.

CONFIDENTIALITY

Each party shall keep confidential all non-public business information disclosed by the other party and shall not disclose such information except to its employees or contractors who need to know and who are bound by confidentiality obligations. Confidentiality obligations shall survive termination for a period of years.

INTELLECTUAL PROPERTY AND LICENSES

Provider retains all copyright and moral rights in raw imagery and original works created in the performance of the Services, subject to the license granted to Client below. Provider grants Client a non-exclusive, worldwide license to use, reproduce, distribute, and display the final deliverables for the purposes described in the Scope of Work, in all media now known or hereafter developed. Any use beyond the agreed scope (including sublicensing, resale, or transfer to third parties) requires Provider's prior written consent and additional compensation.

Non-exclusive license Exclusive license (additional fee required) Perpetual use

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees, and agents from and against any losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of claims to the extent caused by that party's negligence, willful misconduct, or breach of this Agreement.

CANCELLATION, WEATHER, AND FORCE MAJEURE

If a scheduled flight is cancelled by Client with less than 48 hours' notice, Client shall pay Provider a cancellation fee equal to 25% of the scheduled flight fee. Provider may postpone operations due to weather or other conditions that would jeopardize safety; rescheduling shall be at mutual availability. Neither party shall be liable for delays or failures caused by events beyond reasonable control.

DATA HANDLING, STORAGE, AND DELIVERY

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any attached scopes, exhibits, or change orders signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, and agreements, whether written or oral. Any modification or waiver must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to all or substantially all of such party's business or assets.

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