Last update: 30.03.2025

I. Scope of work

DRONE SHOW

Drone company agrees to furnish Customer with drone display services, including accompanying music, as more fully set forth herein and on Drone company Proposal attached hereto as Exhibit “A” and incorporated herein, hereinafter referred to as “Displays.” The Displays will be conducted in accordance with the following specifications:

A. Pre-Production & Design
- Creative Development: Collaborative design of show theme, formations, and storyline.
- Storyboarding: Creation of 2D/3D animations showing drone flight paths and visuals.
- Music Synchronization: Audio integration with drone choreography (if applicable).
- Technical Planning: Site assessment, airspace coordination, and safety validations.

B. Production & Execution
- Drone Deployment: Supply, setup, and operation of [X] drones with LED lighting.
- On-Site Testing: Pre-flight checks and rehearsals (weather permitting).
- Live Performance: Execution of the drone show (duration: [X] minutes).

C. Post-Show Deliverables
- Performance Report: Post-flight analytics and logs.

Simulation Video: High-quality render of the designed show (for promotional use).



ANIMATION

Drone company agrees to furnish Customer with animation services as more fully set forth herein and on Drone company Proposal attached hereto as Exhibit “A” and incorporated herein, hereinafter referred to as “Animation.” The animation will be conducted in accordance with the following specifications:

A. Pre-Production:
- Conceptualization and creation of a custom drone show design, including 2D/3D storyboards.
- Choreography of drone formations synchronized to Client-approved music or audio tracks.
- Submission of a pre-visualization video for Client approval prior to the Event.

B. Production:
- Deployment of [X] drones equipped with LED lighting systems at the agreed Event location.
- On-site setup, safety checks, and execution of the drone light show (duration: [X] minutes).
- Real-time monitoring and contingency management during the performance.

C. Post-Production:
Delivery of a recorded simulation video of the show for archival or promotional use.

‍

DRONE OPERATIONS

Drone company agrees to furnish Customer with drone operation services as more fully set forth herein and on Drone company Proposal attached hereto as Exhibit “A” and incorporated herein, hereinafter referred to as “Drone Operation.” The animation will be conducted in accordance with the following specifications:

A. Pre-Flight Operations
- Site assessment and risk analysis
- Airspace authorization and permit acquisition
- Flight path planning and mission programming
- Equipment inspection and preparation

B. Flight Operations
- Drone deployment and real-time monitoring
- Data collection (imagery, video, LiDAR, etc. as specified)
- Adherence to all applicable aviation regulations
- Live telemetry monitoring and recording

C. Post-Flight Operations
- Data processing and analysis
- Delivery of final outputs (maps, reports, imagery, etc.)
- Equipment maintenance and debrief

Workflow and details shall be stated in Exhibit “A”. Any of the services are named further as stated above or “Services”.

‍

2. Drone company Responsibilities & Quality Control

In performing its services, Drone company will follow professional and technical standards and practices consistent with the specifications for the Work and tasks encompassed in the Contract. The pilot’s authority with respect to flight operations and decisions on matters affecting aircraft safety will be final and binding. The assigned work shall be considered complete only after the Work specified in the Task Order has been reviewed and accepted by Client. Parties agree and acknowledge that this Contract is made abiding Wow Drone Terms of use.

Drone company will perform the Work in accordance with the Task Order specifications and requirements. Drone company will provide such reports and access to imagery and data as Client may reasonably request or require prior to completion of the Work. Client agrees to review the completed services and notify Drone company and Wow Drone as promptly as possible to determine whether any deliverables fail to conform to the specifications and criteria of the Task Order. Upon notice from Client, Drone company will undertake such corrective action as may be necessary or appropriate to assure proper completion of the Work in accordance with the Task Order specifications and tasks. Such corrective actions shall be Client’s sole remedy for any failure of the deliverables to conform to the specifications and criteria of the Task Order.



3. Payment terms:
Customer shall pay Drone company $_______ for all services and performances as more fully set forth herein. All the Payments are proceeded to Wow Drone Bank Account and Wow Drone shall pay Drone company the price of the Contract after fulfilling their obligations. Customer shall submit a 100% deposit upon execution of this Contract. Drone Company shall issue an invoice to Wow Drone upon completion of the Services



4. Secure area, indemnification and hold harmless:
Customer agrees to furnish sufficient space for Drone company to properly conduct each Display (hereinafter “Secure Area”). The Secure Area will be maintained by Customer for the period starting at noon and ending at 10:00 p.m. on the Display Date. Upon the request of Drone company, such times may be extended or altered upon the written agreement (an email shall be sufficient) without the need for formal written amendment of this Contract. For the purposes of the Contract, “Unauthorized Persons” shall mean anyone other than the employees of Drone company or persons specifically designated in writing by Customer.



5. Representations and Warranties:
Each Party represents and warrants to the other Party that: (a) it has the full corporate right, power and authority to enter into the Task Order and these Terms and to perform the acts required of it thereunder and hereunder; (b) the execution of Task Order by such Party, and the performance by such Party of its obligations and duties thereunder and hereunder, do not and will not violate any agreement to which such Party is bound, and (c) such Party will comply with all applicable laws, rules and regulations in performing its respective obligations and exercising its rights thereunder and hereunder. Drone company further represents and warrants that it will perform the Work in a competent and professional manner, and that it will deliver the Work in accordance with the delivery schedule, specifications and criteria set forth in the Contract. Client and Drone company agree that the only remedy for breach of the foregoing warranty will be Drone company’ replacement, without charge, of any nonconforming data or deliverables.

Drone Company represents and warrants that they have acquired all necessary licenses and insurances as stated in Wow Drone User Agreement, and submitted pre-flight check-list to Wow Drone. Client acknowledges and agrees that Wow Drone provides this information upon getting it from Drone operator and Client shall not acquire Drone Company’s services until these requirements are fulfilled.



6. Disclaimer of Warranties:
Except as expressly stated in Section 6, Drone company (i) makes no representations or warranties, express or implied, with respect to the Work, services and deliverables, including but not limited to any implied warranty of merchantability or fitness for a particular purpose, and (ii) except as may be additional set forth in a Contract, all Work and deliverables are provided on an “AS-IS” basis.Disclaimer of Warranties:Except as expressly stated in Section 6, Drone company (i) makes no representations or warranties, express or implied, with respect to the Work, services and deliverables, including but not limited to any implied warranty of merchantability or fitness for a particular purpose, and (ii) except as may be additional set forth in a Contract, all Work and deliverables are provided on an “AS-IS” basis.



7. Indemnification:
Client and Drone company shall each defend, indemnify and hold the other harmless from any and all third party claims, demands, actions, and liability for bodily injury, death, property damage or other costs and expenses (including reasonable attorneys’ fees) to the extent arising out of (i) the intentional or negligent acts or omissions of the indemnifying Party, its employees, officers and directors, agents or representatives, or (ii) a breach of any provisions of the Task Order and/or these Terms, or (iii) any claim by third parties for infringement of any intellectual property rights. In the event claims, losses, damages or expenses are caused by the joint or concurrent acts or omissions of Client and Drone company, all lability with respect to same shall be borne by each Party in proportion to its negligence. If any of the Work becomes, or in Drone company’ reasonable opinion is likely to become, the subject of an infringement claim pursuant to these Terms, Drone company may, at its sole option and expense, either (x) procure for Client the right to continue using the applicable Work, (y) replace or modify the applicable Work so that it becomes non-infringing, or (z) solely if clauses (x) and (y) are not commercially viable, terminate the Task Order and these Terms. Notwithstanding the foregoing, Drone company will have no obligation with respect to any infringement claim based upon (i) any breach of the Task Order or these Terms, (ii) any use of the Work in combination with other products, equipment, or software not supplied by Drone company, (iii) any modification of the Work by any person other than Drone company or its authorized agents or subcontractors; and (iv) the continued allegedly infringing activity by Client after Client has been notified of the possible infringement and has been provided with updated, non-infringing Work.



8. Limitation of Liability:
Except for the confidentiality and non-solicitation obligations set forth herein and any indemnity obligations related to third party infringement claims, in no event shall Drone company’ liability pursuant to the Task Order or these Terms hereunder exceed the greater of: (i) the amount received by Drone company to perform the Work which gave rise to the claim for damages; or (ii) the available and collectible proceeds from Drone company’ policies of insurance. In connection with a breach of its confidentiality obligations and/or indemnity obligations, Drone company’ aggregate liability shall be limited to $1,000,000 in all cases. Under no circumstances shall either Party be liable to the other Party, or any third party, for any indirect, incidental, consequential, special, punitive or exemplary damages (even if that Party has been advised of the possibility of such damages), arising from the Work or these Terms, such as, but not limited to, loss of revenue or anticipated profits or lost business, costs of delay, or liabilities to any third parties arising from any source.



9. Amendment & assignment:
This Contract may not be sold, assigned, amended, or transferred without the prior written consent of both parties.



10. Term and Termination:
Unless extended or sooner terminated as provided below, the Task Order and these Terms shall remain in effect until completion of the Work set forth in the Task Order. Either Party may the Task Order and these Terms upon fourteen (14) days prior written notice to the other Party hereto in the event of the other Party’s breach of same and failure to cure within such notice period. The Task Order and these Terms may be terminated immediately upon written notice (i) if the other Party becomes insolvent, (ii) makes an assignment for the benefit of creditors, (iii) files or has filed against it a petition in bankruptcy or seeking reorganization, (iv) has a receiver appointed, or (v) institutes any proceedings for the liquidation or winding up; provided, however, that, in the case any of the foregoing is involuntary, such Party shall only be in breach if such petition or proceeding has not been dismissed within ninety (90) days. Upon termination of a Task Order or these Terms, Drone company will invoice Client for all unbilled work and services performed in accordance with Task Order specifications prior to the effective date of termination. Client shall remain responsible for the payment of all compensation due Drone company and, subject to receiving payment, Drone company will deliver all data, records and information collected as of the effective date of termination to Client.



11. Force majeure:
If for any reason beyond its control including, but not limited to, strikes, labor disputes, accidents, government requisitions, acts of war, acts of God, epidemic, pandemic, governmental restrictions, or other similar events that would make the event impractical or impossible, the Parties agree Customer’s sole remedy is to transfer the display date subject to Drone company’ availability. In no event will Drone company be liable for any damages, including, but not limited to, consequential damages.



12. Permits and approvals:
No Assignment; Subcontracting. The Task Order and obligations or rights under these Terms may not be assigned (or subcontracted) by either Party hereto in whole or in part, or by operation of law, without the other Party’s prior written consent, provided that either Party may assign a Task Order and these Terms to any third party that is a party to any change of control transaction involving such Party, such as a merger or sale of all or substantially all of such Party’s assets. Notwithstanding the foregoing, Drone company shall have the right, without further Client approval, to subcontract all or a portion of the Work to a third party (e.g., independent pilots), provided that Drone company shall remain liable for the actions of any such subcontractors as if such actions were its own to the extent such actions would constitute a breach of the Task Order or these Terms.



13. Jurisdiction and venue, Disputes:
It is hereby stipulated that this Contract is governed by the laws of the _______, and any suit involving this Contract shall be brought in __________. Customer agrees to verify with their organization, venue, sponsor, and/or municipality, the permission to simulcast music and agrees to pay any and all fees associated with the broadcast of said music in the public environment of the Services.

Equitable Relief. The Parties acknowledge and agree that any breach or threatened breach of the terms and conditions set forth in Section Confidentiality, may result in injury of a nature and severity which may not be adequately compensated by money damages and, in the event of such breach or threatened breach, the non-breaching Party shall be entitled to seek specific performance, injunctive or other equitable relief without the need to prove damages or post bond. Such equitable relief shall be in addition to, and not in lieu of, any other available remedies, including money damages.

Resolving Disputes. It is the firm and express intention of the Parties to resolve any controversy or claim arising out of or related to the Task Order and/or these Terms or the breach thereof or hereof (a “Dispute”) without resorting to litigation. It is therefore agreed that any Party may commence the following dispute resolution process by the delivery of written notice (a “Dispute Notice”) to the other Party that there exists a Dispute requiring resolution. The Dispute Notice shall specify the cause of the Dispute and the action that the delivering Party deems necessary to resolve the Dispute.

(a) Good Faith Negotiations. Upon delivery and receipt of the Dispute Notice, the Parties shall attempt in good faith for a period of fifteen (15) days to resolve the Dispute with a negotiated settlement of all issues raised in the Dispute Notice.

(b)  Binding Arbitration. If the Dispute is not resolved through either negotiations or non-binding mediation as described above, then the Dispute shall be settled, except as may otherwise be provided herein, by binding arbitration in the ___________ and in accordance with the rules and procedures of the American Arbitration Association and the arbitration award may be entered as a final and binding judgment in any court having jurisdiction thereon. Any dispute as to whether a controversy or claim is subject to arbitration shall be submitted as part of the arbitration proceeding. Legal costs, attorneys’ fees, arbitration fees, and the fees of expert witnesses may be assessed against any person found to have acted in bad faith. If the Parties are unable to agree upon a single arbitrator within ten (10) days of the end of the non-binding mediation period described above, then a panel of three arbitrators shall conduct all arbitration proceedings. Each Party shall have the right to select one arbitrator, and the two arbitrators so chosen shall select the third. In the absence of a finding of bad faith and an award of costs and fees as provided above, each Party shall bear their own costs and expenses and the costs of the arbitration, including the arbitrators’ fees, shall be borne fifty percent (50%) by Client and fifty percent (50%) by Drone company.



14. Insurance:
Drone company will maintain the following insurance coverages in connection with the Services described in this Contract:

- Commercial General Liability: $1,000,000
- Automobile Liability: $1,000,000
- Umbrella: $10,000,000
- Workers Compensation: $1,000,000
- Aviation Liability: $5,000,000

Drone company also agrees to include Customer and the City as additional insureds under the terms of this coverage. Drone company will provide a Certificate of Insurance prior to the Display Date. All entities listed on the certificate will be deemed an additional Insured per this contract.



15. Cancellation:
Drone company shall determine what weather conditions, safety, or security concerns prohibit Drone company from proceeding with the Services; in the case of weather conditions, Drone company agrees to conduct the Services on a mutually agreed upon rain/postponement date within thirteen (13) months from the original event date. Should Drone company be unable to perform the Services at the Event due to safety concerns, security concerns, or in the case of cancellation by the customer, Drone company shall be entitled to 33% of the contract price for each of the workflow processes completed.



16. Confidentiality:
Each Party will hold all Confidential Information (as defined below) of the other Party in strict confidence and will not disclose any Confidential Information to any third party. The Parties will disclose the Confidential Information of the other Party only to its respective employees, contractors, and agents who need to know such information for the purposes of performing their respective obligations under the Task Order and these Terms and who are bound in writing by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Neither Party will use any Confidential Information of the other Party for the benefit of itself or any third party or for any purpose other than performing its obligations under the Task Order and these Terms. Each Party will use the same degree of care that it uses to protect its own confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information of the other party. “Confidential Information” means any and all information disclosed by one Party to the other Party, directly or indirectly, in writing, orally, electronically, or in any other form, that is designated, at or before the time of disclosure, as confidential or proprietary, or that is provided under circumstances reasonably indicating that the information is confidential or proprietary, including, without limitation, trade secrets, lists, business plans, technical data, product ideas, personnel, contract and financial information, and these Terms. Notwithstanding the foregoing, Confidential Information does not include information that: (a) is or becomes generally available to the public through no breach of the Task Order or these Terms or any other agreement by the receiving Party; (b) is or was known by the receiving Party at or before the time such information was received from the disclosing Party, as evidenced by the receiving Party’s tangible (including written or electronic) records; (c) is received from a third-party that is not under an obligation of confidentiality to the knowledge of the receiving Party with respect to such information; (d) is independently developed by the receiving Party without any breach of these Terms, as evidenced by the receiving Party’s contemporaneous tangible (including written or electronic) records; or (e) is approved for release in advance in writing by the disclosing Party, as applicable. In the event that the receiving Party receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena or order issued by a court of competent jurisdiction, pursuant to legal or regulatory requirement, governmental order, or under a civil investigative demand or similar process, the receiving Party agrees (i) to promptly notify the disclosing Party of the existence, terms and circumstances surrounding such a request, where lawfully able to do so, and (ii) if the receiving Party is in the opinion of its counsel compelled to disclose a portion of the Confidential Information, the receiving Party may disclose that portion of the Confidential Information that its counsel advises that it is compelled to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed. The receiving Party will be entitled to retain a copy of such Confidential Information to the extent required for back-up, recovery, contingency planning, or business continuity purposes, provided that such Confidential Information will at all times remain Confidential Information of the disclosing Party and subject to the terms and conditions of the Task Order and these Terms. To the extent not otherwise permanently deleted or overwritten in the ordinary course of business, the receiving Party will not access such Confidential Information except to the extent required for backup, recovery, contingency planning, or business continuity purposes and, if restored or otherwise made accessible, the receiving Party will permanently delete such Confidential Information forthwith.



17. Intellectual Property and Licenses:

OPTION FOR ANIMATION AND DRONE OPERATION

As between Drone company and Client, Drone company owns all right, title and interest, including without limitation all intellectual property rights, including patent, copyright, and trademark rights, in and to the Services. Client acknowledges such ownership and will not take any action to jeopardize, limit or interfere in any manner with Drone company’ rights with respect to the Services. Portions of the Services are protected by copyright and other intellectual property laws and by international treaties. Without limiting the generality of the foregoing, except as expressly provided in these Terms and/or a Task Order, Client may not (a) sell, resell, copy, distribute, rent, lease, lend, sublicense, transfer, assign or make the Services available to any third party or use the Services on a service bureau basis, except as approved by Drone company in writing, (b) modify, decompile, reverse engineer, or disassemble the Services or otherwise attempt to derive any of Drone company’ intellectual property rights in the Services, or (c) create derivative works based on the Services. As between Client and Drone company, any changes to, modifications to, or derivative works of the Services shall become the exclusive property of Drone company. Client may, but is not obligated to, provide or submit any suggestions, feedback, comments, ideas, or other information relating to the Services or modifications or enhancements thereto (the “Client Input”). Any Client Input is provided on a non-confidential basis regardless of any suggestion to the contrary in any Client communication, and Client hereby grants Drone company a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable, transferable right and license to exploit such Client Input (directly or through third parties) in any manner without compensation or liability to Client for any purpose whatsoever, including, but not limited to, developing, manufacturing, enhancing, improving, promoting, and marketing Drone company’ products and services.


OPTION FOR DRONE SHOW

Drone company represents that Services that Drone company will produce are original, are Drone company’ alone and will not infringe upon any copyright, trademark, or right of publicity or privacy of any third party to the best of Drone company’ knowledge. Drone company shall pay all royalties and assume all costs arising from the use of any invention, design, process, materials, equipment, product or device in performance of the Services, which is the subject of patent rights or copyrights. Drone company shall, at its own expense, hold harmless and defend the DDB and the City against any claim, suit or proceeding brought against the DDB or the City which is based upon a claim, whether rightful or otherwise, that the Services, or any part thereof, furnished under this Contract, constitutes an infringement or dilution of any patent, trademark, or copyright of the United States, or that the Services infringe any right of publicity or privacy.

The DDB and City shall each have the perpetual, non-exclusive, fully paid-up, royalty-free right and license to photograph, video record, depict, publish, distribute, and publicly display images (including video and sound recordings) of the Services and to create, use, copy, reproduce, publish, distribute, and display derivative or other works based on such materials worldwide in all forms of media now known or later developed, including but not limited to Web sites, advertising, media campaigns, social media, merchandising and educational presentations. The DDB and the City each hereby have permission to identify Drone company by name and in connection with such use of such materials. Such licenses and rights provided to the DDB and the City are for all uses now existing, or which may exist in the future, including but not limited to, for economic development, the promotion of downtown Orlando, and any and all other uses or purposes benefiting the DDB and the City.

The parties acknowledge and agree that the Services are intended to and will be open to the public. Accordingly, Drone company hereby grants the public a perpetual, non-exclusive, fully paid-up, royalty-free right and license to photograph, video record, depict, publish, distribute, and publicly display images (including video and sound recordings) of the Services and to create, use, copy, reproduce, publish, distribute, and display derivative or other works based upon their images worldwide in all forms of media now known or later developed, including but not limited to on social media.



18. Miscellaneous provisions:

1. Notices. Any notice or other communication which is required to be in writing shall be deemed to have been given or served if it is in writing signed by an authorized representative and delivered by courier service or certified mail, with delivery confirmation. Notices may be delivered by facsimile or electronically and shall be deemed to have been transmitted if the recipient responds in writing to acknowledge receipt of the notice or, in the alternative, if such notice is immediately confirmed in writing sent by courier service or certified mail, with delivery confirmation. The notices shall be given to the individuals signing the Task Order at the addresses set forth in such Task Order, or to such other individuals or address as each Party shall have furnished to the other in writing. Email notices to Drone company shall be sent to ___________.

2. Independent Contractor Status. The Parties are separate and independent legal entities. Drone company is performing Services as an independent contractor and is solely responsible for the methods and means used in performing the Work. Nothing contained in the Task Order or these Terms shall be deemed to constitute Drone company as an agent, representative, partner, joint venturer, or employee of Client for any purpose. Neither Party has the authority to bind the other or to incur any liability on behalf of the other, nor to direct the employees of the other.

3. Non-Disparagement. The Parties further agree that at no time (i.e., indefinitely) following the Effective Date hereof shall they (i) make any statements, or take any other actions whatsoever, to disparage, defame, sully or compromise the goodwill, name, brand or reputation of the other Party or any of its affiliates (collectively, the “Company Goodwill”) or (ii) commit any other action that could likely injure, hinder or interfere with the business, business relationships or Company Goodwill of the other Party or its affiliates. The Parties hereby represent and warrant that, prior to the date hereof, they have not committed any of the foregoing actions described in this Section.

4. This Contract may be executed in one of more counterparts by the parties. Signatures sent by electronic means (facsimile, scanned and sent via e-mail, or signed by electronic signature service) shall be deemed original signatures and binding upon the parties.

5. Drone company certifies that no officer or employee of the DDB or the City, nor their spouse or child, serves as an officer, partner, director, or proprietor of, nor has a material interest in Drone company.

6.Parties designates an individual from each Party to act as its Project Representative. All materials exchanged between the Parties for formal approval and quality control with respect to the Task Order shall be communicated to and through their respective Project Representatives.

7. Severability. If the application of any provision of the Task Order and/or these Terms to any particular facts or circumstances will be held to be invalid or unenforceable by an arbitration panel or a court of competent jurisdiction, then (a) the validity of other provisions of the Task Order and these Terms will not in any way be affected thereby, and (b) such provision will be enforced to the maximum extent possible so as to affect the intent of the Parties and reformed without further action by the Parties to the extent necessary to make such provision valid and enforceable.

8. Entire Agreement.  The Task Order, Wow Drone Terms of Use and these Terms and any Non-Disclosure Agreement which may have been executed prior to the Effective Date of the Task Order, which is incorporated and made a part of the Task Order by reference, contains the entire understanding and agreement of the Parties with respect to the subject matter contained herein, supersedes all prior oral or written understandings and agreements, and may not be changed, modified or waived, in whole or in part, except in writing signed by duly authorized representatives of the Parties.