Aviation Helicopter Contract

AVIATION HELICOPTER CONTRACT

This Aviation Helicopter Contract (the Agreement) is entered into as of by and between:

Operator Name:   Address:

Client Name:   Address:

RECITALS

WHEREAS, Operator is duly certificated and authorized to provide helicopter aviation services, and maintains aircraft, crewing, maintenance and insurance consistent with applicable civil aviation standards; and

WHEREAS, Client desires to engage Operator to provide helicopter services described herein, including but not limited to transport, aerial work, and other agreed services for the aircraft identified as Registration: Make/Model:

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

SCOPE OF WORK

Services shall include all aircraft, flight crew, fuel coordination (unless Client elects otherwise), pre-flight planning, and required permits for the agreed operations. Any deviation from the described scope must be approved in writing by both parties and may be subject to additional charges.

PAYMENT TERMS

All amounts are payable in United States dollars unless otherwise agreed. Client shall pay invoices within days of invoice date. Late payments shall accrue interest at on the outstanding balance, compounded monthly, or the maximum permitted by law, whichever is lower.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Upon termination, Client shall pay for all services performed and reimbursable costs incurred through the effective date of termination. Operator shall deliver all flight records, logs, and other documentation required by applicable law or agreed herein.

CONFIDENTIALITY

Each party (Recipient) shall hold in confidence and shall not disclose to any third party any Confidential Information of the other party (Discloser) without the Discloser's prior written consent. "Confidential Information" includes operational data, pricing, flight manifests, technical specifications, maintenance records, and other non-public information disclosed in connection with performance under this Agreement. Confidentiality obligations shall survive termination for years.

Confidential information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) is independently developed by the Recipient without reference to the Discloser's Confidential Information; or (c) is required to be disclosed by law or valid governmental demand, provided Recipient gives prompt notice to Discloser where allowed.

INSURANCE, SAFETY AND COMPLIANCE

Operator shall maintain, at its sole expense, aircraft hull and liability insurance, passenger liability, and workers' compensation coverage in amounts customary for helicopter operations of this type and in amounts required by applicable law. Operator shall provide certificates of insurance upon Client's written request and shall notify Client of any material change or cancellation.

Operator shall operate in accordance with applicable aviation laws, regulations, permits, and standard operating procedures. Client shall not direct or instruct flight crew in a manner that would contravene safety rules or regulatory requirements.

INDEMNIFICATION AND LIMITATION OF LIABILITY

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

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO OPERATOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW

Any dispute arising out of or relating to this Agreement shall be governed by the laws of the state specified above without regard to its conflicts of law principles, and the parties submit to the exclusive jurisdiction of the federal and state courts located within that state.

ENTIRE AGREEMENT AND AMENDMENT

This Agreement, including all attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals, representations and agreements, whether written or oral. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing contained herein creates a joint venture, partnership or employment relationship.

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