Aviation Business Document

AVIATION BUSINESS AGREEMENT

Agreement Date:

Client Name:

Contractor Name:

RECITALS

WHEREAS, Client operates or is the owner/operator of aircraft and seeks professional aviation services including but not limited to maintenance, inspection, modification, ferry, and advisory services; and

WHEREAS, Contractor is duly qualified, certificated, and equipped to perform the specified aviation services and warrants that its personnel and subcontractors hold required certifications and authorizations to perform work under this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform such services for Client.

SCOPE OF WORK

Description of services to be performed, deliverables, acceptance criteria, and special instructions. Include aircraft identification where applicable (make/model/registration).

PAYMENT TERMS

Total Contract Price:

Invoices shall be submitted by Contractor and are payable within days of invoice date. Late payments will accrue interest at the rate of or the maximum lawful rate, whichever is lower. In addition to interest, Client shall be responsible for collection costs, including reasonable attorney fees.

Taxes and Fees: Client responsible for applicable sales, use, or similar taxes unless Contractor furnishes a valid exemption certificate.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered not less than days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any proprietary or confidential information of the other party (the "Disclosing Party") disclosed in connection with this Agreement, including technical data, pricing, aircraft records, operational procedures, and business information ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) is rightfully received from a third party without breach of any obligation of confidentiality; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is required to be disclosed by law or lawful government order, provided the Receiving Party gives prompt written notice to the Disclosing Party to allow for protective measures.

The Receiving Party shall use Confidential Information solely for the performance of its obligations under this Agreement and shall restrict disclosure to employees and subcontractors with a need to know who are bound by confidentiality obligations at least as protective as those set forth herein.

INSURANCE, INDEMNITY AND COMPLIANCE

Contractor shall maintain insurance coverage appropriate to the services provided, including aviation hull and liability (where applicable), commercial general liability, workers' compensation, and professional liability, with limits not less than per occurrence. Certificates evidencing coverage shall be provided to Client upon request.

Contractor shall indemnify, defend and hold harmless Client, its officers, directors and agents from and against any losses, claims, liabilities or expenses (including reasonable attorney fees) arising out of Contractor’s negligence, willful misconduct, or breach of this Agreement, except to the extent caused by Client’s negligence or willful misconduct.

Contractor warrants that all services will be performed in accordance with applicable aviation laws, regulations, airworthiness directives, and manufacturer instructions. Contractor shall obtain and maintain all required certificates, licenses, and approvals necessary to perform the services.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. Venue for any dispute arising under this Agreement shall lie in the courts located within the foregoing jurisdiction unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including all exhibits, schedules, and written statements of work incorporated herein by reference, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by written notice.

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