ARTICLE 1. TERM OF CONTRACT
1.01. This agreement will become effective on the date stated above and will continue in effect until terminated as provided in this agreement.

ARTICLE 2. SERVICES TO BE PERFORMED BY CONTRACTOR - REPRESENTATIONS AND WARRANTIES

Specific Services
2.01. Contractor agrees to take photographs, panoramic images, video recordings, images, and virtual tours (“collectively, “Photographs”) of certain real property for Company and to deliver such Photographs to Company in the medium requested, including the negatives of such Photographs and electronic files in which the Photographs are included, and any other computer code using any such Photographs or other images, and any derivative works thereof.

Method of Performing Services; Business Location
2.02. Contractor will determine the method, details, and means of performing the above-described services. Contractor shall maintain its, his or her own business location, separate from that of the Company.

Representations and Warranties
2.03. Contractor represents and warrants that: (a) each Photograph is an original work of art created by or owned exclusively by Contractor and that no other person or entity has any interest of any nature in or to any Photograph; (b) the assignment to Company made under this agreement is not subject to any encumbrance or other interest, and that the assignment will not violate or infringe upon the rights, including any copyright rights, of any person or entity; and (c) in the event that Contractor utilizes Airplanes, Helicopters or Drones (hereinafter, "Aircraft") to obtain Aerial Photographs pursuant to this agreement, Contractor shall (i) comply with all applicable local, state and federal laws, rules and regulations (including, without limitation, possessing all mandated registrations, exemptions and licensing) pursuant to such use, and (ii) defend, indemnify and hold harmless Company, its affiliates, officers, directors, employees, sublicenses and agents from and against any and all losses, liabilities, damages, expenses and costs (including reasonable attorney's fees) resulting from claims, demands, suits investigations or proceedings arising out of or in connection with: (a) Contractor's violation of any and all applicable laws in its use of Aircraft and any Aircraft-related activity performed in furtherance of fulfilling its obligations under this agreement; and/or (b) Contractor's negligent acts or omissions or willful misconduct resulting in a breach of its representations and warranties expressed in this Paragraph.

Status of Contractor
2.04. Contractor enters into this agreement, and will remain throughout the term of the agreement, as an independent contractor. Contractor agrees that Contractor is not and will not become an employee, partner, agent, or principal of Company while this agreement is in effect. Contractor agrees Contractor is not entitled to the rights or benefits afforded to Company’s employees, including disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, or any other employment benefit. Contractor is responsible for providing, at Contractor’s own expense, disability, unemployment, and other insurance, workers’ compensation, training, permits, and licenses for Contractor and for Contractor’s employees and subcontractors.

Payment of Income Taxes
2.05. Contractor is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by Company to Contractor for services under this agreement. On request, Contractor will provide Company with proof of timely payment. Contractor agrees to indemnify Company for any claims, costs, losses, fees, penalties, interest, or damages suffered by Company resulting from Contractor’s failure to comply with this provision.

Use of Employees or Subcontractors
2.06. Contractor may, at Contractor’s own expense, use any employees or subcontractors as Contractor deems necessary to perform the services required of Contractor by this agreement. Company may not control, direct, or supervise Contractor’s employees or subcontractors in the performance of those services. All subcontractors must abide by the same insurance standards as stated below.

ARTICLE 3. COMPENSATION

Fee
3.01. In consideration for the services to be performed by Contractor, Company agrees to pay Contractor a mutually agreed upon fee, to be determined on a case by case basis by the Parties.

Date for Payment of Compensation
3.02. For services rendered under this agreement, subject to its receipt of Contractor’s W-9 and the Photographs, Company agrees to pay Contractor the sum set forth in Paragraph 3.01 within thirty (30) days of Contractor’s delivery of an invoice submitted by email to photos@fly.photos and addressed to Fly.photos at the address set forth above. Such invoice must include the Property Name, Property Address, Date Photographed, Coverage Provided, Shoot Fee, Order Reference Number, Name (individual/DBA), Remittance Address, and Invoice Number.

Payment of Expenses
3.03. Contractor will be responsible for all expenses incurred in performing services under this agreement.

ARTICLE 4. OBLIGATIONS OF CONTRACTOR

Minimum Amount of Service
4.01. Contractor shall devote the amount of time necessary to perform the aforementioned services.

Non-Exclusive Relationship
4.02. Company acknowledges and understands that Contractor is customarily engaged in the same type of work performed under this agreement with other hiring entities and that Contractor holds itself/himself/herself out to other potential customers as available to perform the same type of work. Contractor may represent, perform services for, and contract with as many additional companies or persons as Contractor, in Contractor’s sole discretion, sees fit.

Time and Place of Performing Work
4.03. Contractor may perform the services under this agreement at any suitable time and location Contractor chooses, provided that Contractor ensures that its, his or her choices allow for the Photographs to meet agreed upon expectations and requirements.

Tools, Materials, and Equipment
4.04. Contractor will supply all tools, materials, and equipment required to perform the services under this agreement.

Workers’ Compensation
4.05. Contractor agrees to provide workers’ compensation insurance for Contractor’s employees and agents and agrees to hold harmless and indemnify Company for any and all claims arising out of any injury, disability, or death of any of Contractor’s employees or agents.

Liability Insurance
4.06. Contractor shall for the period of this Agreement, procure and maintain in full force and effect, at contractor’s expense, the following insurance coverage, subject to Company's approval, and in the form which shall name Company insuring Company and Contractor for their respective liabilities and interests while they are performing hereunder, for the following type and in the minimum amounts as are set forth below. Insurance certificates must be received before any items are received. All liability and other insurance for this Project purchased and maintained by Contractor shall designate the Company as additional insured and loss payee. Annually, Contractor shall supply Company with a new certificate of insurance and is further required to provide Company with a new additional insured endorsement, naming Company as an additional insured. Certificate of Insurance MUST have Additional Insured Endorsement, naming the appropriate entities. Additional Insured Endorsement must also indicate that this insurance is primary and Contractors's insurance is non-contributory. All liability policies should also have a Waiver of Subrogation in favor of the Company if possible using your existing coverage. There should be no deviation from the requirements for an endorsement under any circumstance. You must also provide a copy of your aviation insurance prior to any flight being performed for Company. If required for a certain project, the Parties shall work together to ensure that an additional insurance policy meeting the specified requirements is purchased by Contractor, and that proof of such coverage is provided to the requesting party.

Certificate Holder: 3wing LLC DBA Fly.photos 775 Shavano St Crested Butte, CO 81224
Additional Insured: Certificate Holder and it’s officers, directors, members, Shareholders and employees
General Aggregate: $2,000,000
Products-Comp/OP AGG: $2,000,000
Each Occurrence: $1,000,000

Contractor’s Qualifications
4.07. Contractor represents that Contractor has the qualifications and skills necessary to perform the services under this agreement in a competent, professional manner, without the advice or direction of Company. This means Contractor is able to fulfill the requirements of this agreement. Failure to perform all the services required under this agreement constitutes a material breach of the agreement. Contractor has complete and sole discretion for the manner in which the work under this agreement will be performed.

Licenses
4.08. Contractor shall hold a business license, in addition to any required professional licenses or permits necessary to perform the services contemplated by this agreement.

Indemnity
4.09. To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold Company, and its owners, consultants, agents, employees, and insurers, free and harmless from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, attorneys’ fees, and costs, that Company or the forgoing parties may incur as a result of a breach by Contractor of any representation or agreement contained in this agreement, or any negligent act or omission of Contractor or Contractor’s agents.

Assignment
4.10. Neither this agreement nor any duties or obligations under this agreement may be assigned by Contractor without the prior written consent of Company.

ARTICLE 5. OBLIGATIONS OF COMPANY

Cooperation of Company
5.01. Company agrees to comply with all reasonable requests of Contractor necessary to the performance of Contractor’s duties under this agreement.

ARTICLE 6. TERMINATION OF AGREEMENT

Termination on Notice
6.01. Notwithstanding any other provision of this agreement, either party may terminate this agreement at any time by giving the other thirty (30) days prior written notice. Immediately upon termination, Contractor shall deliver to Company all Photographs which were not previously delivered to Company.

Termination on Occurrence of Stated Events
6.02. This agreement will terminate automatically on the occurrence of any of the following events:
(a) Bankruptcy or insolvency of either party.
(b) Sale of the business of either party.
(c) Death of Contractor.
(d) Assignment of this agreement by either party without the consent of the other party.

Termination for Default
6.03. If either party defaults in the performance of this agreement or materially breaches any of its provisions, the non-breaching party may terminate this agreement by giving written notification to the breaching party. Termination will take effect immediately on receipt of notice by the breaching party or five days after mailing of notice, whichever occurs first. For the purposes of this paragraph, material breach of this agreement includes, but is not limited to, the following:
(a) Company’s failure to pay Contractor any compensation due within 30 days after written demand for payment.
(b) Contractor’s failure to complete the services contemplated herein.
(c) Contractor’s material breach of any representation or agreement contained herein.

ARTICLE 7. PROPRIETARY RIGHTS

Work Product
7.01. Contractor agrees that all copyrightable material resulting from the photography services to be supplied by the Contractor during the term of this Agreement is “Work Product.” Company shall be the sole and exclusive owner of all Work Product and shall own all rights with respect thereto (collectively, “Rights”), in all media and all forms of exploitation whether now known or hereafter devised, throughout the universe. Company shall have no obligation to pay additional compensation to the Contractor or any third parties for any exploitation of the foregoing Rights. The Contractor hereby expressly waives any “artist’s rights” or “moral rights” which s/he might have in the Work Product developed under this Agreement under any law, regulation, or decision in any country of the world. To the extent the Contractor cannot effectively waive such rights, the Contractor agrees that s/he will not seek to enforce such rights against Company or any licensee or purchaser of such materials from Company, and that s/he hereby grants to Company and its respective successors and assigns an exclusive, worldwide, irrevocable, royalty-free license of the rights to reproduce, distribute, modify, publicly perform and publicly display, with the right to sublicense and assign such rights, in and to the Work Product including, without limitation, the right to use in any way whatsoever the Work Product. Except as set forth in this Agreement, the Contractor retains no rights to use the Work Product and agrees not to challenge the validity of the ownership by Company in the Work Product. If and to the extent that, by operation of law or otherwise, any such copyrightable materials are not deemed to be owned by Company, the Contractor hereby assigns, transfers, and conveys to Company, exclusively, irrevocably, and in perpetuity, throughout the universe, all right, title, and interest (including all rights of copyright) in and to the Images, including, without limitation, the right to enforce its right in and to secure registrations, renewals, reissues, and extensions thereof. Upon Company’s request, Contractor will take such steps as are necessary to enable Company to record such assignment. Notwithstanding the foregoing, the Contractor shall have the right to use the Images in the Contractor’s portfolio (whether in printed or digital form, or both) for purposes of publicity and promotion of the Contractor’s business, without the prior consent of Company. Images used for the purpose of publicizing and promoting Contractor’s business shall under no circumstance include images or captures of Company’s or Company’s Clients trademarks, logos, signage, name, or any identifying marks or insignia. If the Contractor wishes to use the Images for any other purpose, the Contractor shall first obtain prior written permission from Company.

Confidential Information
7.02. Any written, printed, graphic, or electronically or magnetically recorded information furnished by Company for Contractor’s use is the sole property of Company. This proprietary information includes, but is not limited to, customer requirements or information, customer lists, marketing information, and information concerning Company’s employees, products, services, prices, operations, and subsidiaries. Contractor will keep this confidential information in the strictest confidence and will not disclose it by any means to any person except with Company’s approval, and only to the extent necessary to perform the services under this agreement. This prohibition also applies to Contractor’s employees, agents, and subcontractors. On termination of this agreement, Contractor will return any confidential information in its, his or her possession to Company.

Non-Solicitation
7.03. For a period of two (2) years following the termination of this agreement, Contractor will not do either of the following:
(1) call on, solicit, or take away any of Company’s customers or potential customers Contractor became aware of as a result of performing services under this agreement; or
(2) solicit or hire away any of Company’s employees or contractors Contractor became aware of as a result of performing services under this agreement.

ARTICLE 8. GENERAL PROVISIONS

Notices
8.01. Any notices required to be given under this agreement by either party to the other may be effected by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices must be addressed to the parties at the addresses appearing in the introductory paragraph of this agreement, but each party may change the address by giving written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of the fifth day after mailing.

Entire Agreement of the Parties
8.02. This agreement supersedes any and all agreements, either oral or written, between the parties with respect to the rendering of services by Contractor for Company and contains all of the representations, covenants, and agreements between the parties with respect to the rendering of those services. The Parties acknowledge that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this agreement, and that no other agreement, statement, or promise not contained in this agreement will be valid or binding. Any modification of this agreement will be effective only if it is in a writing signed by the party to be charged.

Partial Invalidity
8.03. If any provision of this agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way.

Governing Law; Jurisdiction
8.04. This agreement, in all respects, shall be interpreted, enforced and governed by and under the laws of the State of Colorado without regard to Colorado’s choice of law rules. The Parties agree that any claim arising out of or relating in any way to this agreement or to Contractor’s engagement with the Company shall be brought exclusively in the Superior Court of Gunnison County, Colorado or the United States District Court for the District of Colorado, and in no other forum. The Parties hereby irrevocably consent to the personal and subject matter jurisdiction of these courts for the purpose of adjudicating any claims subject to this forum selection clause.

Attorneys’ Fees
8.05. If any legal action arising out of or concerning this agreement, including an action for declaratory relief, is brought to enforce or interpret the provisions of this agreement, the prevailing party will be entitled to reasonable attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled.

E-Signatures; Counterparts
8.06. This agreement may be executed via electronic or .pdf signature, and in multiple counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this agreement.