Common use of Conditions of Services Clause in Contracts

Conditions of Services. (a) Administrator shall perform the Services with due diligence and efficiency, and shall exercise such skill and care in accordance with recognized professional standards. (b) Manager shall furnish to the Administrator such information, documentation and reports relating to the Services as the Administrator may from time to time reasonably request. Administrator shall maintain and make available to Manager upon reasonable notice and at reasonable times for inspection and copying true and accurate records of its activities in connection with its performance of this Agreement. (c) Any information, documentation, reports, drawings, proposals, marketing plans or other documents prepared and furnished by Manager are strictly for the use of the Administrator in furtherance of the expressed objective of the Agreement. Unless specifically otherwise agreed upon the information contained in such documents is proprietary to Manager, and Manager grants a limited license to the Administrator for such purpose only. It is agreed that neither the Administrator nor any affiliate or agent shall copy, publish or otherwise disseminate or use any such documents or their contents to any other party or for any other purpose without the prior written permission of Manager. (d) Manager hereby agrees that it will make available to Administrator upon its request, at its own expense, on a timely basis and at all reasonable times, all relevant documentation, equipment, employees and consultants of Manager to the extent required or desirable for the performance of the Services. (e) Notwithstanding any other provision contained in this Agreement, in no event shall Administrator be liable for any special, indirect, incidental or consequential damages, such as but not limited to any loss of anticipated profits or revenue, loss of use, non-operation or increased expense of operation of any aircraft or other equipment or facility, cost of capital, claims of customers, or failure or delay in achieving anticipated profits or product or in consummating any transaction. The above limitation does not apply if and to the extent that Manager demonstrates that damage has primarily resulted from gross negligence or willful misconduct of Administrator as a company. (f) Manager shall release, defend, hold harmless and indemnify Administrator and its employees, officers, directors, agents and subcontractors from and against all claims, losses, damages and judgments, including costs and expenses incidental thereto (“Losses”), which may be suffered or claimed against them (or any of them) by third parties, arising out of or in any way connected with the performance by Administrator, its employees, officers, directors, agents and subcontractors of any Services or as a result of the use, operation, possession, control, maintenance, repair or storage of the Aircraft, and whether or not arising in tort or occasioned in whole or in part by the fault or negligence of Administrator, its agents or affiliates. The above does not apply if and to the extent that Manager demonstrates that Losses have primarily resulted from gross negligence or willful misconduct of Administrator as a company. (g) Administrator shall not be liable for any loss or damage resulting from delay in the performance of any Services caused by strikes or other labor disputes, riots, theft, fire or other accidents, inability to obtain necessary assistance or equipment, restrictions or limitations set or imposed by any (semi-) governmental entity or agency, adverse weather conditions or other acts of God or any other cause which is beyond the reasonable control of Administrator. Administrator agrees to notify Manager on the occurrence of any of these events.

Conditions of Services. (a) Administrator shall perform the Services with due diligence and efficiency, and shall exercise such skill and care in accordance with recognized professional standards. (b) Manager shall furnish to the Administrator Administer such information, documentation and reports relating to the Services as the Administrator may from time to time reasonably request. Administrator shall maintain and make available to Manager upon reasonable notice and at reasonable times for inspection and copying true and accurate records of its activities in connection with its performance of this Agreement. (c) Any information, documentation, reports, drawings, proposals, marketing plans or other documents prepared and furnished by Manager are strictly for the use of the Administrator in furtherance of the expressed objective of the Agreement. Unless specifically otherwise agreed upon upon, the information contained in such documents is proprietary to Manager, and Manager grants a limited license to the Administrator for such purpose only. It is agreed that neither the Administrator nor any affiliate or agent shall copy, publish or otherwise disseminate or use any such documents or their contents to any other party or for any other purpose without the prior written permission of Manager. (d) Manager hereby agrees that it will make available to Administrator upon its request, at its own expense, on a timely basis and at all reasonable times, all relevant documentation, equipment, employees and consultants of Manager to the extent required or desirable for the performance of the Services. (e) Notwithstanding any other provision contained in this Agreement, in no event shall Administrator be liable for any special, indirect, incidental or consequential damages, such as but not limited to any loss of anticipated profits or revenue, loss of use, non-operation or increased expense of operation of any aircraft or other equipment or facility, cost of capital, claims of customers, or failure or delay in achieving anticipated profits or product or in consummating any transaction. The above limitation does not apply if and to the extent that Manager demonstrates that damage has primarily resulted from gross negligence or willful misconduct of Administrator as a company. (f) Manager shall release, defend, hold harmless and indemnify Administrator and its employees, officers, directors, agents and subcontractors from and against all claims, losses, damages and judgments, including costs and expenses incidental thereto (“Losses”), which may be suffered or claimed against them (or any of them) by third parties, arising out of or in any way connected with the performance by Administrator, its employees, officers, directors, agents and subcontractors of any Services or as a result of the use, operation, possession, control, maintenance, repair or storage of the Aircraft, and whether or not arising in tort or occasioned in whole or in part by the fault or negligence of Administrator, its agents or affiliates. The above does not apply if and to the extent that Manager demonstrates that Losses have primarily resulted from gross negligence or willful misconduct of Administrator as a company. (g) Administrator shall not be liable for any loss or damage resulting from delay in the performance of any Services caused by strikes or other labor disputes, riots, theft, fire or other accidents, inability to obtain necessary assistance or equipment, restrictions or limitations set or imposed by any (semi-) governmental entity or agency, adverse weather conditions or other acts of God or any other cause which is beyond the reasonable control of Administrator. Administrator agrees to notify Manager on the occurrence of any of these events.