Business Document NAV Canada

Business Document NAV Canada

This General Business Agreement (the Agreement) is entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, NAV Canada provides air navigation services, data products and related professional services, and maintains infrastructure and operational expertise relevant to the Client's aviation-related activities;

WHEREAS, the Client requires the services, deliverables, or data described in this Agreement and wishes to engage NAV Canada to perform such services under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows.

Scope of Work

NAV Canada shall provide the services, deliverables and performance described below. Services shall conform to applicable standards and shall be performed by qualified personnel in a professional manner.

Payment Terms

The Client shall pay NAV Canada for services and deliverables in accordance with the following terms.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Either party may terminate immediately for material breach if the breach is not cured within 15 days after written notice. Termination shall not relieve the Client of the obligation to pay for services performed and reasonable wind-down costs incurred prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether disclosed orally, visually or in writing, that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, technical data, operational procedures, aeronautical data, and security-sensitive information.

The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein.

Confidential obligations shall survive for the duration of the Agreement and for a period of years after termination or expiration, except for trade secrets which shall be protected for as long as they remain trade secrets.

Liability and Insurance

Each party's liability to the other shall be limited to direct damages arising from breach of this Agreement. Neither party shall be liable for indirect, special, consequential or punitive damages. The parties shall maintain insurance coverage appropriate to their obligations under this Agreement, including general liability and professional liability where applicable.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province or Territory of and the laws of Canada applicable therein, without regard to conflict of law principles.

Entire Agreement

This Agreement, including any Statements of Work and appendices executed by the parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or waiver shall be binding unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided below or to such other address as a party may specify in writing.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship unless expressly stated in writing.

Any dispute arising out of or relating to this Agreement shall first be addressed through escalation between senior representatives of the parties. If the parties cannot resolve the dispute within 45 days, either party may commence litigation in the courts of the jurisdiction specified in the Governing Law clause.

Sign Now