Drone Operation Guidelines

DRONE OPERATION GUIDELINES

Parties and Identification

This Drone Operation Guidelines Agreement (the Agreement) is entered into as of (Effective Date) by and between the Operator named above and the Client named above.

WHEREAS Recitals

WHEREAS, Operator possesses the equipment, trained personnel, and regulatory qualifications necessary to perform unmanned aircraft system (UAS) operations for commercial purposes; and

WHEREAS, Client desires to engage Operator to perform drone operations for the purposes described in the Scope of Work below, subject to the terms and conditions of this Agreement; and

WHEREAS, the parties intend to establish operational, safety, insurance and confidentiality requirements to govern such operations.

Scope of Work

Operator shall perform UAS operations in accordance with the Scope of Work described below. The Scope of Work shall specify deliverables, locations, dates and the nature of aerial activities.

Operational Requirements and Safety

Operator shall conduct operations in a safe and professional manner, consistent with all applicable laws, regulations and industry standards. All flights must be conducted within visual line-of-sight unless otherwise authorized in writing by Client and permitted by governing authorities.

Maximum authorized flight altitude: . Night operations: Allowed Not allowed

Insurance and Indemnification

Operator shall maintain liability insurance covering UAS operations with policy limits not less than $ per occurrence and shall list Client as an additional insured where required by the Client. Evidence of insurance shall be provided to Client upon request prior to commencement of operations.

Indemnification: Operator agrees to indemnify, defend and hold harmless Client and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Operator's negligent acts or omissions, willful misconduct, or breach of this Agreement.

Payment Terms

Client shall pay Operator the fees described below in exchange for the services provided under this Agreement. Fees are exclusive of taxes unless otherwise stated.

Late Payment: Unpaid amounts shall accrue interest at or the maximum rate permitted by law, whichever is lower.

Term and Termination

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

Termination: Either party may terminate this Agreement for convenience upon written notice to the other party provided at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure within 30 days after written notice.

Confidentiality

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" includes non-public business information, flight plans, footage, maps, proprietary techniques and other material identified as confidential. Confidential Information shall not include information that is publicly available without breach of this Agreement or rightfully received from a third party without restriction.

Obligations: Each receiving party shall (i) use Confidential Information solely for purposes of performing this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (iii) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and are bound by equivalent confidentiality obligations.

Incident Reporting and Recordkeeping

Operator must notify Client within hours of any incident involving injury, property damage, loss of control, or regulatory enforcement arising from operations. Operator shall retain flight logs, maintenance records and insurance records for a minimum of years and provide copies to Client upon reasonable request.

Compliance with Laws

Operator shall at all times comply with applicable aviation, privacy, safety and data-protection laws, regulations, and directives. Operator shall be responsible for obtaining any required permits or authorizations and for notifying local authorities where necessary.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within said state.

Entire Agreement; Amendment

This Agreement, including the Scope of Work and any attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous understandings. Any amendment must be in writing and signed by both parties.

Miscellaneous Provisions

Severability: If any provision is held invalid, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute a waiver of any other breach or provision.

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