Urban Air Business Agreement

URBAN AIR BUSINESS AGREEMENT

This Urban Air Business Agreement ("Agreement") is made and entered into on the Effective Date by and between:

RECITALS

WHEREAS, Provider operates and manages Urban Air facilities and related recreational and entertainment services and has expertise in event production, equipment operation, and facility supervision;

WHEREAS, Business Client desires to engage Provider to perform services at Provider's Urban Air facility or at a location mutually agreed by the parties in accordance with the terms set forth herein; and

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to the services, payment, confidentiality, risk allocation, and other matters in this Agreement.

SCOPE OF WORK

Provider shall perform the services described below and in any Work Orders executed by the parties. Provider shall provide personnel, equipment, supervision, and any required permits to perform the services in a professional manner consistent with industry standards.

PAYMENT TERMS

Business Client shall pay Provider for the services in accordance with the amounts and schedule set forth below. Payments are due when stated and late payments shall accrue fees as provided.

Late fee: If any undisputed amount is not paid within days after the due date, interest shall accrue at the lesser of or the maximum rate permitted by law.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated pursuant to this Section.

Start Date:

End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Either party may terminate for convenience upon providing days' prior written notice.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including business terms, pricing, customer lists, trade secrets, technical data, and proprietary processes. Each party shall: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party without breach of any obligation of confidentiality, or is independently developed without use of the disclosing party's Confidential Information.

INSURANCE, INDEMNITY, AND RISK ALLOCATION

Provider shall maintain general liability and, where applicable, participant accident insurance sufficient for the operations contemplated by this Agreement and shall provide certificates of insurance upon request. Each party agrees to indemnify, defend and hold harmless the other party and its affiliates, officers, directors, employees and agents from and against any third-party claims, liabilities, losses, costs and expenses arising out of the indemnifying party's negligent acts or willful misconduct in connection with performance under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any Work Orders or attachments executed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

PARTY REPRESENTATIONS

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the individual signing on behalf of such party is duly authorized, and that performance under this Agreement will not violate any agreement or law applicable to such party.

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