Aircraft Services Agreement

AIRCRAFT SERVICES AGREEMENT

This Aircraft Services Agreement (the Agreement) is entered into effective as of by and between:

RECITALS

WHEREAS, Service Provider operates as a provider of maintenance, repair, modification, inspection, ferry, ground handling and related services for aircraft and employs personnel and maintains facilities qualified to perform such services; and

WHEREAS, Client is the owner or authorized operator of the aircraft identified below and desires to engage Service Provider to perform the services described in this Agreement under the terms and conditions set forth herein.

WHEREAS, the aircraft to be serviced is identified as: Make/Model: Registration/Serial No.:

SCOPE OF WORK

Service Provider shall perform the services described below in a professional manner consistent with industry standards and applicable regulatory requirements. Service Provider will furnish all labor, tools, equipment and supervision necessary except as expressly excluded below.

PAYMENT TERMS

Client shall pay Service Provider for the services provided under this Agreement in accordance with the following terms.

Invoicing: Service Provider will submit invoices to Client specifying labor, parts, materials and other reimbursable items. Client shall pay invoiced amounts within days of receipt of a correct invoice.

Late Payment: Any past-due amount shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also reimburse Service Provider for reasonable collections costs and attorneys' fees incurred in collecting overdue amounts.

TERM AND TERMINATION

This Agreement commences on the Start Date below and, unless earlier terminated in accordance with this Agreement, continues until the End Date below or the completion of the Scope of Work, whichever occurs later.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after written notice. Either party may also terminate for convenience upon providing days' prior written notice to the other party. Termination does not relieve Client of its obligation to pay for services performed and costs incurred prior to termination.

CONFIDENTIALITY

Each party (Recipient) shall hold in confidence and not disclose to any third party any non-public information or records (Confidential Information) obtained from the other party (Discloser) in connection with the performance of this Agreement, except as required by law or as necessary to perform the services. Confidential Information excludes information that (i) is or becomes generally available to the public other than by a breach of this Agreement, (ii) was known to Recipient prior to disclosure, or (iii) is independently developed without use of Discloser's Confidential Information. Upon termination or request, Recipient shall return or destroy Discloser's Confidential Information and certify such return or destruction in writing.

INSURANCE; INDEMNIFICATION; LIMITATION OF LIABILITY

Service Provider shall maintain, at its expense, insurance coverages customary for aircraft services, including general liability and workers' compensation where applicable. Client shall maintain hull and liability insurance covering the Aircraft as owner/operator. The parties shall name each other as additional insureds for liabilities arising from the performance of services.

Indemnification: Each party agrees to indemnify, defend and hold harmless the other party and its officers, employees and agents from and against claims, liabilities, damages and expenses (including reasonable attorneys' fees) to the extent arising from the indemnifying party's negligence or willful misconduct in the performance of this Agreement.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

COMPLIANCE; RECORDS

Each party shall comply with all applicable laws, regulations and airworthiness requirements in performing this Agreement. Service Provider shall maintain accurate service records and, upon request, provide copies of records relating to work performed on the Aircraft. Client shall provide access to the Aircraft and necessary documentation promptly as required to perform the services.

GOVERNING LAW; ENTIRE AGREEMENT

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles.

Entire Agreement: This Agreement, including any written attachments, exhibits and approved work orders signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Service Provider may subcontract portions of the work to qualified subcontractors so long as Service Provider remains responsible for performance.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing.

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