Event Air Show

EVENT AIR SHOW AGREEMENT

This Event Air Show Agreement ("Agreement") is entered into as of by and between:

Organizer Name:     Organizer Address:

Performer/Vendor Name:     Performer Address:

WHEREAS

WHEREAS, Organizer is producing an air show event to be held on the date(s) and at the location set forth in this Agreement and desires to engage Performer to provide aerial demonstrations and related services; and

WHEREAS, Performer represents that it possesses the experience, qualifications, insurance and personnel required to perform aerial demonstrations in a safe and professional manner in conformance with applicable aviation and safety regulations; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Late Payment Fee: If any undisputed invoice is not paid within days after the due date, Organizer shall pay interest at the rate of on the unpaid balance until paid in full.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured after days' written notice. Organizer may terminate for convenience upon days' prior written notice; in such event, Organizer shall pay Performer for all work performed and non-recoverable costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any non-public information designated as confidential by the disclosing party or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; or (c) is rightfully received from a third party without restriction on disclosure. A receiving party may disclose Confidential Information if compelled by law or legal process, provided the receiving party provides prompt notice to the disclosing party (unless prohibited) and cooperates to obtain a protective order or equivalent.

INSURANCE AND SAFETY

Performer shall maintain, at its expense, commercial general liability insurance with limits of not less than per occurrence and aviation liability coverage where applicable. Proof of insurance naming Organizer as an additional insured shall be provided to Organizer prior to the first flight or performance. Performer shall comply with all applicable aviation and public safety regulations and shall coordinate all aviation operations with Organizer and event safety personnel.

INDEMNIFICATION

Performer shall indemnify, defend and hold harmless Organizer, its officers, directors, employees and agents from and against any and all third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from Performer's performance under this Agreement, except to the extent caused by Organizer's negligence or willful misconduct.

PUBLICITY

Neither party shall use the other party's name, logo or trademarks in promotional materials without the prior written consent of the other party, except that Organizer may list Performer as a scheduled participant in event promotional materials. Any press release or public statement concerning accidents, incidents, or termination of this Agreement requires joint approval by both parties prior to release.

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 or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS PROVISIONS

Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

Force Majeure. Neither party shall be liable for delays or failures to perform due to causes beyond its reasonable control, including acts of God, labor disputes, or other events that render performance impracticable; the affected party shall promptly notify the other and make reasonable efforts to resume performance.

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