This Pilot Services Agreement (“Agreement”) is made between __________________ (“Operator”), individually, and __________________ (“Pilot”), individually.
WHEREAS, Operator seeks to operate one or more flights using an aircraft Operator leases through the BlackBird app ("Aircraft");
WHEREAS, Operator desires to obtain pilot services from Pilot, and Pilot desires to provide pilot services to Operator on the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, which is hereby acknowledged by each party, the parties agree as follows:
ARTICLE 1: SERVICES
1.01 Retention and Provision of Pilot. Operator hereby agrees to obtain from Pilot pilot services to assist Operator in the operation of the Aircraft on the flight requested by Operator in the BlackBird app (“Requested Flight”).
1.02 Standard of Services. Pilot is fully licensed, rated, and qualified to perform the duties for which s/he has been hired hereunder and meets the qualifications of any applicable insurance policy for the Aircraft.
1.03 Control of Pilot. Pilot shall be, and shall acknowledge that s/he shall be, under the exclusive direction and control of Operator for the Requested Flight. Operator acknowledges and agrees that Pilot’s services are only for the operation of the Aircraft under Part 91 of the Federal Aviation Regulations (“FARs”).
1.04 Operational Control.
(a) Operator warrants to Pilot that the Requested Flight of the Aircraft shall be within the "Operational Control" of Operator and not Pilot. Operational Control includes, but is not limited to, possession, command, and, except for the independent obligations of the Pilot under the FARs, exclusive control over:
(i) the Pilot;
(ii) determinations of whether any particular flight may be safely operated;
(iii) assignment of a Pilot to a particular flight;
(iv) initiation and termination of all flights;
(v) directions to Pilot to conduct flights; and
(vi) dispatch or release of flights.
(b) Operator shall be responsible for assuring that such operations are in compliance with applicable local, State, and Federal law and, for all flights outside the United States, are in accordance with applicable International Civil Aviation Organization ("ICAO") requirements and the laws of the relevant foreign countries.
(c) During each and every period that Pilot serves as a pilot for Operator, Pilot acknowledges and agrees that s/he shall serve under the exclusive direction and control of Operator and shall fly exclusively on Operator’s behalf. Pilot further understands that pursuant to the Agreement, Pilot acknowledges and grants to Operator each and every right s/he may have to control, direct, instruct, or in any way influence Pilot’s actions during each and every period that the Aircraft is operated on Operator’s behalf. However, nothing in this paragraph shall be construed to abridge the authority and responsibility of the Pilot as pilot in command of any flight.
ARTICLE 2: FEE FOR PILOT SERVICES
2.01 Operator agrees to pay Pilot the fee set forth in the BlackBird app for the Requested Flight. BlackBird shall charge the applicable fee to the Operator’s credit card and remit payment to the pilot.
ARTICLE 3: TERM AND TERMINATION
3.01 This Agreement shall become effective immediately upon execution and shall terminate upon completion of the Requested Flight (“Term”).
ARTICLE 4: INSURANCE
4.01 Operator shall maintain, at his/her own expense, insurance coverage covering the Requested Flight.
ARTICLE 5: INDEMNIFICATION
5.01 Operator hereby agrees to indemnify and hold harmless Pilot from and against any and all losses, damages, liabilities, and costs, including but not limited to attorneys' fees and legal costs, arising from damage or destruction to the Aircraft, or claims arising from damage or destruction of property or injury or death of persons which are in any manner whatsoever related to Operator's operation of the Aircraft or performance of this Agreement. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, REVENUE OR PROFIT, BUSINESS OPPORTUNITIES AND THE LIKE, EVEN IF SUCH PARTY HAD BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
ARTICLE 6: GENERAL
6.01 Independent Contractor. In the performance of the pilot service duties for which s/he has been hired, Pilot is acting solely as an independent contractor of Operator; and nothing in this Agreement shall be construed or applied to create a relationship of partner, agency, joint venture, or employer/employee between Operator and Pilot.
6.02 Notices. Every notice, request, demand, or other communication under this Agreement shall be sent to the other party as specified in the BlackBird app.
6.03 Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof; and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
6.04 Governing Law and Entire Agreement. This Agreement shall be governed in all respects by the laws of the State of California, other than its rules regarding choice of law. Each party hereby submits to the jurisdiction of the State and Federal Courts in the State of California in any proceeding relating to this Agreement, waives any objections it may have on the grounds of venue or forum non conveniens or any similar grounds, and consents to service of process by mail or in any other manner permitted by applicable law. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and no modification, waiver, or revision of any provision of the Agreement shall have any force or effect unless in writing and executed by the parties.
6.05 Assignment. This Agreement may not be assigned by either party except with the written consent of the other party. This Agreement shall be binding on, and inure to the benefit of, the respective parties, their executors, administrators, heirs, personal representatives, successors and assigns.
6.06 Headings, Counterparts, and Facsimile. The headings herein are inserted only for convenience and shall not affect the interpretation of this Agreement. This Agreement may be executed in one or more counterparts each of which shall be deemed an original, all of which together shall constitute one and the same agreement. Any signed document transmitted electronically shall be treated in all manner and respects as an original document. The electronic signature of any party shall be considered as an original signature.
6.07 No Third Party Beneficiaries. The obligations, representations, and warranties of the parties hereto are for the exclusive benefit of the respective parties hereto and shall not be relied upon by, or for the benefit of, any other person.
6.08 Force Majeure. Except for Operator’s obligation to make payments hereunder, neither Pilot nor Operator will have liability or responsibility for any delay in the performance or nonperformance of its obligations hereunder that results from fire, riot, strike or other labor troubles, maintenance or repair-on the Aircraft, embargoes, acts of God, acts of government including the FAA, or other causes beyond the control of such party.
IN WITNESS WHEREOF, each party hereto has executed and delivered this Agreement.