UAS/DRONE SERVICES AGREEMENT

 

This UAS/Drone Services Agreement (“Agreement”) is made effective as of ______________ 201___  (the “Effective Date”) by and between _____________ (“Purchaser”), and Sky View VT (“Operator”) having its principal place of business at Strafford, VT. Operator and Purchaser may be referred to herein each as a “Party” or collectively, as the “Parties.”

Whereas, Purchaser requires the collection and use of UAS-collected survey data to be obtained at times

and places of its choosing;

Whereas, Operator desires to contract with Purchaser to provide said UAS services, including the aircraft, personnel and other equipment necessary to safely provide those services subject to and in accordance with such terms and conditions set forth herein.

Therefore, in consideration of the mutual promises contained herein, the parties agree as follows:

1. DEFINITIONS

“Unmanned Aerial System” or “UAS” includes all elements required for flight, including, but not limited to, ground control stations, data links, dashboards, applications, survey equipment and the unmanned aerial vehicle (“UAV”or“Drone”) of the subject unmanned system. UAS,UAV and Drone are used interchangeably in this agreement unless otherwise specifically identified for clarity.

“Data” includes all UAS-collected survey data, whether raw or processed, and can include, but is not limited to, photo production, 3D modeling and feature extraction, and can be used for a range of urban planning, commercial, utilities, environmental, agriculture and governance requirements. Post processing of Data gathered pursuant to this Agreement, if included in the services provided by Operator, shall be set forth in a separate agreement.

2. NATURE AND TERM OF AGREEMENT.

a. Work. Purchaser wishes to hire the Operator to provide Data gathering services employing an

unmanned aircraft system (“Services”). This agreement assumes, unless specifically covered in the

Order (as defined below), Operator will provide, as applicable at a time and place designated by

Purchaser: (i) an unmanned aircraft; (ii) flight crew; (iii) appropriate sensor or camera capable of

collecting the requested data from the inspection; (iv) all equipment of other personnel such as visual

observes necessary to safely provide the Services in accordance with all the applicable law; (v) all raw

data obtained from the inspection, including but not limited to images and other electronic data.

b. Order. The Parties contemplate that Operator will issue a purchase, service or work order authorizing

particular work (each an “Order”). The Order will set forth the details of the structure or area that is to

be inspected and its location along with any special instructions and will indicate the information that

Purchaser wishes to obtain. Each Order and the work performed thereunder shall be governed by the

terms and conditions of this Agreement and all such Orders shall be for informational purposes only, to

describe the particular work, and shall not modify or change any provision of this Agreement.

c. Order Review. Purchaser is not in the business of providing aviation services. As a result, Purchaser

is relying on the specialized knowledge and expertise of the Operator. It is incumbent upon Operator

to immediately review any work requested in an Order and determine if the missions can be flown

safely and in accordance with the law. If the missions cannot be performed, Operator must notify

Purchaser as soon as practicable to inform them of any such concerns. If any particular mission cannot

be flown safely and in accordance with the law, then it shall not be flown.

3. INVOICES AND PAYMENT.

a. Payment. The price for the services is set forth in Schedule A. At the end of each completed service, the Operator will provide an invoice listing each work order, along with pertinent

information relating to services provided—e.g., dates flown, sites inspected, data processed, etc..

Payment will be made within 14 days from the date the invoice is received. All payments shall be in

United States Dollars (USD).

b. Delay or Cancellation of Services. If the Operator determines that the work required by an Order

cannot be completed within the requested time frame set forth in Schedule A, Operator shall notify

the Purchaser as soon as applicable of the delay. In the event Purchaser cancels an Order before the

work is completed, then Purchaser is only obligated to pay for the work performed up to the time

the Order is cancelled.

4. DELIVERY OF DATA AND DATA RIGHTS:

a. Operator agrees to provide Purchaser with all Processed data obtained from the performance of the

Services within the time set forth in Schedule A, unless a different time is contained in the

Order and the parties have mutually agreed to the alteration. Operator warrants that it

transfers all rights to any data obtained to Purchaser, including and copyright, when the Invoice is paid in full.

In addition, Operator agrees that it will retain copies of the raw and processed data for a period of three months and willnot resell or provide any of the data to any other person or entity without the express written permission of Purchaser.

5. TERM AND TERMINATION.

a. Term. This Agreement shall commence on the Effective Date and, unless terminated

pursuant to this section, shall terminate at the expiration of one year (the “Term”) unless

extended, in writing, by the Parties prior to termination; provided, however, that if any

Work is then in progress pursuant to an Order, the term of this Agreement shall be

extended to allow completion of such Work.

b. Termination. This Agreement may be terminated by either Party giving thirty (30) days’

advance notice, in writing, of its intent to terminate to the other Party. The parties agree

to use best efforts to allow for breaching parties to cure any material defects within a

reasonable time.

c. Survival. Despite completion of the Services or termination of this Agreement for any

reason, all provisions in the Agreement containing representations, warranties, releases,

defense obligations and indemnities, and all provisions relating to confidentiality,

insurance, disclaimer of certain remedies, limitations of liability, dispute resolution and

governing law, and all causes of action which arose prior to completion or termination,

survive indefinitely until, by their respective terms, they are no longer operative or are

otherwise limited by an applicable statute of limitations.

6. INDEPENDENT RELATIONSHIP. This Agreement does not create, and Operator and Purchaser

stipulate and agree that the said Agreement shall not be construed to create, any partnership, joint

venture, agency relationship, employer/employee relationship or master/servant relationship by or

between any of the agents and/or employees of Purchaser and the agents and/or employees of the

Operator. To the contrary, Purchaser in the course and scope of activities in furnishing Orders under

this the respective full power and authority to select the means, methods, and manners for performance

under this Agreement. Neither Party shall have any power or authority to bind the other.

7. OPERATOR REPRESENTATIONS AND WARRANTIES.

a. Authorization. Operator has full corporate or company power and authority to enter into and

perform this Agreement, and has taken all actions necessary to authorize its performance under

this Agreement.

b. Airworthiness. The Operator is responsible for the airworthiness of its aircraft and warrants, that

at a minimum, all aircraft are registered, maintained and operated in accordance with:

i. All applicable manuals inclusive but not limited to the manufacturers and Operators

maintenance and operations manuals;

ii. Federal Aviation Regulations, Mandatory Advisory Circulars or other Airworthiness

Directives issued by the FAA; and

iii. The manufacturer’s airworthiness limitations;

iv. Manufacturer or FAA mandated inspection schedules, overhaul schedules, and calendar retirement dates; and Service Bulletins.

c. Crew Qualifications. The Operator warrants that all crew, which may include pilot in command,

visual observer, sensor or payload operator, or other persons necessary for the safe operation of

the flight have the qualifications, experience, licenses and certificates required by applicable

regulations and that all have the necessary skill required to perform their duties.

d. Operational Procedure and Operations Manual: Operator warrants that its Service are provided

pursuant to an Operations Manual, that the Operations Manual addresses the subjects set forth in

Schedule B, that is sufficient to perform the Services safely and comply with all applicable

federal, state, and local laws.

8. PURCHASER REPRESENTATIONS AND WARRANTIES.

a. Authorization. Purchaser has full corporate power and authority to enter into and perform this

Agreement, and has taken all actions necessary to authorize its execution and performance of

Services under this Agreement.

9. INDEMNITIES; LIMITATIONS OF LIABILITY.

a. Defense and Indemnity. Operator shall indemnify, defend, and hold harmless Purchaser, its

affiliates, and their respective directors, officers, employees, operators and agents, from and

against any and all claims, demands, complaints or actions (“claims”) of third parties (including

employees of the parties or government agencies) arising from or relating to the Services

(including but not limited to claims for personal injury, death, property damage or damage to the

environment), to the extent caused or arising out of the willful misconduct, breach of this

agreement, or violation of law of or by the Operator. The claims covered hereunder include all

settlements, losses, liabilities, judgments, court costs, reasonable attorney’s fees, fines, penalties

and other litigation costs and expenses arising from or related to such claims. Purchaser warrants

that all bystanders and witnesses present on the premises identified in each work order have been

advised of the subject risks associated with Drone operations and each individual present for the

operations considered under this Agreement have agreed to indemnify and release Operator from

and against any injury that may occur as a result of their being onsite during Operator’s use of

UAS services.

b. Limitation of Liability; Waiver of Consequential Damages. In no event shall either party have

any liability to Operator for any lost profits, loss of use, costs of procurement of substitute

equipment or services, or delays, or for any indirect, special, incidental, exemplary, consequential

or punitive damages or penalties, however caused, and whether in contract, tort, or under any other

theory or combined theories of liability.

10. INSURANCE. Operator shall maintain insurance in the amounts specified below and shall have

Purchaser named as an additional insured on these policies for any occurrence arising out of the

Agreement or any Services provided by Operator, in the form of a Certificate of Insurance issued to

Purchaser from the underwriting insurance company, with respect to the coverage identified in

Schedule A.

11. COMPLIANCE WITH APPLICABLE LAW: All the provisions of this Agreement shall be

expressly subject to all of the applicable laws, orders, rules, and regulations of any governmental body

or agency having jurisdictions over the operations, and all Services and conduct contemplated

hereunder shall be conducted in conformity therewith. Operator shall obtain all applicable approvals

of any government agency whose authorization or approval is required for the Work.

12. AIRCRAFT OPERATION:

a. No guidelines or requirements specified in this Agreement are to be construed as authority to

operate aircraft or conduct operations in other than strict compliance with the regulations of the

country in which aircraft is registered or operated.

b. The Operator holds a valid Exemption, Operating Certificate, or other necessary authorizations

issued by the Federal Aviation Administration required to conduct specific operations. When

providing service to Purchaser, the Operator will operate in accordance with the rules and

regulations contained in the Federal Aviation Regulations and the Exemption.

c. The Operator will notify Purchaser in the event that the Federal Aviation Administration or other

regulatory body with jurisdiction over it takes any action against the Operator’s Exemption,

Operating Certificate, or other authority to offer these Services.

d. It is the sole obligation of the operator to report any accidents, incidents, or other reportable

mishaps to the appropriate governmental agency, including but not limited to the FAA and NTSB.

13. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be

deemed delivered when delivered in person or deposited in the mail, postage prepaid, to the addresses

indicated on the signature page.

14. DRUG AND ALCOHOL POLICY: Unless further restricted by local regulatory authorities,

Operator agrees and warrants that no person will act as a crewmember (Pilot In Command, Visual

Observer, Payload Operator, Sensor Operator, or other person necessary for the safe operation of the

aircraft) or perform maintenance on an aircraft when:

a. Affected by or under the influence of alcohol, but in no case within 8 hours after the

consumption of any alcoholic beverage.

b. While using any drug that adversely affects the person’s ability to perform required duties.

15. DISPUTES AND APPLICABLE LAW.

a. With regard to disputes between the Parties, the responsible business persons representing

each Party will negotiate in good faith to attempt to resolve such dispute.

b. Exclusive jurisdiction for any disputes under this Agreement shall be a court of competent

jurisdiction sitting in [Insert], and the Parties consent to personal jurisdiction for such

purposes. This Agreement including any Schedules shall be governed by, construed, and

enforced in accordance with the laws of the State of Vermont, exclusive of the choice of law or

conflict of laws provisions thereof.

c. In the event Purchaser brings an action in connection with this Agreement, and Purchaser is

the prevailing party, Purchaser shall be entitled to recover its costs and actual attorneys’ fees.

16. MISCELLANEOUS.

a. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or

otherwise, without the prior express written consent of the other Party.

b. Except as otherwise set forth herein, no failure to exercise, or delay in exercising, any rights,

remedy, power or privilege arising from this Agreement will operate or be construed as a waiver

thereof. Waiver by wither Party of any default of the other will not operate to excuse the

defaulting party from further compliance with this Agreement, nor will any single or partial

exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise

thereof or the exercise of any other right, remedy, power or privilege.

c. This Agreement may be modified or amended if the amendment is made in writing and is signed

by both Parties.

d. If any term, provision, or covenant of this Agreement is held by a court of competent jurisdiction

to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and

effect and shall in no way be affected, and such invalid or unenforceable term, provision, or

covenant shall be deemed modified to the minimum extent necessary to make it consistent with

applicable law.

e. This Agreement may be executed in any number of counterparts, each of which will be deemed an

original of this Agreement, and which together will constitute one and the same instrument.

f. This Agreement, including attached Schedules, represents the complete and exclusive agreement

between the Parties regarding the subject matter of this Agreement, and supersedes all oral and

written communications, negotiations, representations or agreements in relation to that subject

matter made or entered into before the Effective Date.

PURCHASER

BY: ________________________­­__________________________________________

NAME: _______________________________________________________________

TITLE: _______________________________________________________________

DATE: _______________________________________________________________

 

OPERATOR

BY: __________________________________________________________________

NAME: _______________________________________________________________

TITLE: _______________________________________________________________

DATE: _______________________________________________________________

 

SKY VIEW VT SERVICES AGREEMENT

SCHEDULE A

Amount of Work to Be Performed: The Parties Agree that Purchaser may issue up to _______

Orders for Services during the term of this Agreement.

Timing of Performance of Services: Operator Agrees that it will complete all necessary work

within ____ days of the receipt of an Order. This includes the delivery of all requested data and

information to Purchaser in a useable format.

Costs of Services: The Parties Agree that all work performed pursuant to an Order will be payed

based on the following rates:

$_________ per hour per flight mission

$_________ per hour portal to portal required to be spent on-site survey

$ ________  approved transportation costs

$ ________ Per Hour Post Production Editing

Insurance: Operator shall maintain the following coverage during the term of this Agreement:

General Liability [2,500,000 ]

Automotive [ 1,000,000 ]

SCHEDULE B

OPERATIONS MANUAL MINIMUM REQUIREMENTS

A. Procedures and checklist information for pre-flight, in flight, post flight, emergency

procedures, and limitations.

B. Information on aircraft systems and performance.

C. A pre-flight briefing that includes mission planning and the following considerations:

1) Mission overview

2) Hazards unique to the mission being flown

3) Weather (current and forecast ceiling, visibility, and winds)

4) Mission altitude and operating area

5) Lost Link, divert, and flight termination procedures

6) Identification of any public or residential areas near flight path and associated

privacy concerns

7) Flight time and fuel/battery requirements

8) Fuel reserves/minimum voltage requirements

9) Frequencies to be used for communications

10) COA Requirements

11) Emergency procedures including contingencies for lost link or fly-away

D. Information on aircraft and other system maintenance

E. Normal Flight Operations

F. Abnormal Operations and Emergency Procedures

G. Accident and Incident Reporting

H. Required Recordkeeping

I. Communication Plans and Procedures