Proof of Wheels & Wings

PROOF OF WHEELS & WINGS

This General Business Agreement entitled "Proof of Wheels & Wings" is entered into by and between Client Name: and Provider Name: effective as of .

RECITALS

WHEREAS, Provider maintains professional expertise in inspection, verification, documentation, and the preparation of formal proofs related to motor vehicles ("Wheels") and aircraft ("Wings"), including physical condition reports, title and registration review, and airworthiness confirmation where applicable;

WHEREAS, Client requests that Provider perform services to establish and deliver formal documentation and certification (the "Proof") evidencing the physical condition, ownership review, and applicable compliance documentation for the Assets listed in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, and other terms governing the Provider's preparation and delivery of the Proof.

SCOPE OF WORK

Deliverables: Provider will deliver written Proof documents including a physical condition report, photographic evidence where applicable, and a document review summary within calendar days following inspection and receipt of requested documentation from Client.

PAYMENT TERMS

Unless otherwise agreed in writing, payments are due within days of invoice. Late payments shall incur a late fee equal to % per month on the outstanding balance, compounded monthly, or the maximum lawful rate if lower. Client is responsible for reasonable collection costs and attorney fees incurred to enforce payment.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach, insolvency, or where continuation would violate applicable law. Termination does not relieve Client of obligations to pay for services performed and documented expenses incurred through the termination date.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Provider and Client agree to hold Confidential Information in strict confidence, not to disclose it to any third party except as necessary to perform this Agreement, and to use it solely for the purposes of fulfilling obligations under this Agreement. Each party shall use at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they meet the legal definition of a trade secret.

LIMITED REPRESENTATIONS AND WARRANTIES

Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles. Exclusive venue for any dispute shall be a court of competent jurisdiction located in that jurisdiction, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, together with any attachments, schedules, and written amendments signed by both parties, constitutes the entire agreement between Client and Provider with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, and understandings, whether written or oral.

ADDITIONAL PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Independent Contractor: Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

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