Airframe Document

AIRFRAME SERVICES AGREEMENT

This Airframe Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider: and Client Name: .

RECITALS

WHEREAS, Client is the owner or lawful custodian of the airframe described as Make/Model: , Serial Number: , Registration/Marking: .

WHEREAS, Provider is engaged in the performance of maintenance, inspection, repair, modification and other airframe services and represents that it has personnel, facilities and qualifications necessary to perform the Services described in this Agreement;

WHEREAS, the parties desire to set forth the terms by which Provider will perform services on the airframe at Location: .

SCOPE OF WORK

Provider shall perform the airframe services, inspections, repairs and any related work described below. Provider shall furnish qualified personnel, tools, equipment, and consumables necessary to perform the Services, and shall document work in the airframe logbooks and any applicable maintenance records.

PAYMENT TERMS

Client shall pay Provider for Services in accordance with the following terms. All amounts are payable in lawful currency unless otherwise agreed in writing.

Amounts not paid when due shall accrue interest at the rate of or the highest rate permitted by law, and Client shall be responsible for reasonable collection costs and attorney fees incurred by Provider.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure within thirty (30) days after written notice. Termination shall not relieve Client of its obligation to pay for Services performed and parts supplied through the effective date of termination.

CONFIDENTIALITY

Each party shall hold in confidence all non-public technical, financial and business information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is or becomes public through no fault of the receiving party or is rightfully received from a third party without restriction. The receiving party shall use Confidential Information only for performance under this Agreement, shall limit access to employees and agents who have a need to know, and shall return or destroy such information upon request.

The obligations of confidentiality shall survive termination of this Agreement for years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

REPRESENTATIONS, WARRANTIES AND COMPLIANCE

Provider represents and warrants that: (a) it has the experience, facilities, qualifications and authority to perform the Services; (b) Services will be performed in a professional manner in accordance with accepted industry standards and in compliance with applicable aviation regulatory requirements; and (c) parts supplied by Provider will be as described and will be accompanied by traceable documentation where required.

Client represents that it is the owner or authorized agent of the owner and has full authority to authorize the Services and to present the airframe for work. Client shall disclose any known damage, prior repairs, or operations that could affect performance of the Services.

LIENS, TITLE AND PROPERTY

Provider may retain physical possession of replaced parts and materials until Client pays all amounts due for Services and parts. Provider shall not assert a possessory lien against any portion of the airframe inconsistent with applicable law. Title to replaced parts shall pass to Provider only to the extent necessary to secure payment; otherwise title remains with Client unless otherwise agreed in writing.

INSURANCE, INDEMNITY AND LIMITATION OF LIABILITY

Provider shall maintain commercial general liability and, where applicable, aviation repairer’s liability insurance in amounts customary for the scope of Services. Each party shall indemnify, defend and hold harmless the other from third-party claims arising from its negligent acts or omissions in the performance of this Agreement, except to the extent caused by the other party's negligence. Neither party shall be liable for incidental, consequential or punitive damages except for liability arising from gross negligence or willful misconduct.

DELIVERABLES, ACCEPTANCE AND LOGBOOKS

Upon completion of Services, Provider shall update airframe logbooks and provide records of work performed and parts installed. Client shall have days following delivery to inspect and notify Provider of nonconforming work. Absent timely notice, Services shall be deemed accepted.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any attachments and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of 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 that Provider may assign receivables or subcontract performance without Client consent provided Provider remains responsible for performance.

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