Purchase Order Terms and Conditions
Vendor Services Agreement
April 2025
This Vendor Services Agreement is between Vendor and the named Atlantic entity both as so indicated on the ordering document which references this Vendor Services Agreement (the “Order”), and sets forth the terms and conditions which govern the Services to be provided under the Order. Atlantic and Vendor are each a “Party” and, together, the “Parties”. The Order in conjunction with this Vendor Services Agreement shall be considered the “Agreement”.
In consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Vendor and Atlantic agree as follows:
1. Services to be Performed by Vendor
1.1 Vendor shall provide the services and/or products as set forth in the applicable Order (the “Services”). During the course of Vendor's performance of any Services, if the project requires additional items, work or cost outside the scope of that described in the Order, Vendor shall advise Atlantic in advance in writing and in reasonable detail. Atlantic shall not be liable to Vendor or to any third party for such additional work or costs unless Atlantic has accepted the proposed change in writing, which such change may be acknowledged by the Parties in a change order.
1.2 Vendor warrants that it is qualified to perform the Services and that the Services will be performed in a professional, timely and workmanlike manner without the advice or direction of Atlantic. Failure to perform all the Services required under this Agreement constitutes a material breach of this Agreement.
1.3 Vendor will determine the method, details, and means of performing the above-described Services. Vendor may perform the Services under this Agreement at a suitable time and location to be decided upon mutual agreement of the Parties. Vendor will use their own resources such as supplies, equipment, tools, and materials to complete Services, unless necessity requires the use of Atlantic’s resources and premises and those requirements are defined in this document.
1.4 Vendor shall perform its obligations hereunder in compliance with the terms of this Agreement and any and all applicable laws and regulations. If the Services require Vendor to perform any Services on Atlantic’s property or requires Vendor to interact with any of Atlantic’s employees, customers, vendors, affiliates or members of the general public, Vendor shall comply with all of Atlantic’s policies and regulations.
1.5 Vendor agrees that all reports, or other items produced by Vendor while performing the Services under this Agreement will be assigned to Atlantic as the sole and exclusive property of the Atlantic Parties.
2. Compensation
2.1 Atlantic shall pay the undisputed fees for the Services within ninety (90) days of Atlantic’s receipt of invoice for the Services.
2.2 Vendor is solely responsible for paying when due any taxes, including estimated taxes, incurred as a result of the compensation paid by Atlantic to Vendor for services under this Agreement. This includes but is not limited to any federal, state or local income taxes, social security or unemployment tax, or any other taxes. Vendor agrees to indemnify, defend, and hold the Atlantic Parties harmless from and against any damage, claim, losses, fee, assessment, interest charge or penalty incurred by or charged to Atlantic as a result of any claim, cause of action or assessment by any government agency for any nonpayment or late payment by Vendor of any tax or contribution based on compensation paid hereunder to Vendor or because Atlantic did not withhold any taxes from compensation paid hereunder.
2.3 Vendor will be responsible for all expenses incurred in performing the Services under this Agreement. Compensation paid to Vendor is in full consideration of any Services performed and any expenses incurred while performing said Services.
3. Key Provisions
3.1 Vendor enters into this Agreement, and will remain throughout the term of this Agreement, as an independent contractor. Vendor agrees that neither Vendor nor any Vendor personnel is or will become an employee, partner, agent, or principal of Atlantic while this Agreement is in effect. This agreement does not in any way create any type of partnership, association, joint venture, or other business relationship. Vendor agrees neither Vendor nor any Vendor personnel shall be entitled to the rights or benefits afforded to Atlantic’s employees, including but not limited to, disability or unemployment insurance, workers’ compensation, medical or life insurance, sick leave, compensation time, overtime, retirement or holiday benefits, vacation time, profit sharing, bonuses, or any other employment benefit. Vendor is responsible for providing, at its own expense, disability, unemployment, and other insurance, workers’ compensation, training, permits, licenses, and any other requirement for Vendor and for Vendor’s employees and subcontractors. Nothing in this Agreement shall be construed to give Vendor or any Vendor personnel any authority: (i) to represent that such person is an employee of Atlantic; (ii) to bind Atlantic with respect to contracts or representations or any other matters; or (iii) to represent Atlantic before any court or government or regulatory authority without the express written authorization of Atlantic.
3.2 Vendor may represent, perform services for, and contract with as many additional clients or customers, persons, or companies as Vendor, in its sole discretion, sees fit, provided those services do not pose a conflict of interest with the services performed for Atlantic.
3.3 Vendor acknowledges that this is a non-exclusive engagement and that Atlantic retains the right to appoint additional contractors as Atlantic, in its sole and unrestricted judgment, may from time to time determine to be in the interests of Atlantic without liability or obligation to Vendor.
4. Assignment
Vendor may not assign this Agreement or any duties or obligations under this Agreement without Atlantic’s express written consent. Any such assignment in violation of this provision will be considered null and void.
5. Term; Termination of Agreement
5.1 The Agreement will commence on the date Atlantic signs the Order (the “Effective Date”) and shall continue until one (1) year from the Effective Date (the “Initial Term”). Following the Initial Term, this Agreement will continue in effect on a month to month basis, being automatically renewed on each anniversary of the Effective Date (each, a “Renewal Term”) unless Atlantic provides Vendor with written notice of intent to terminate at least thirty (30) days prior to the end of the Initial Term or any Renewal Term, as the case may be. The Initial Term together with each Renewal Term is referred to as the “Term.”
5.2 Atlantic may terminate this Agreement in whole or in part (i.e. by terminating any part of the Order) at any time without cause upon thirty (30) days’ prior written notice to Vendor. Atlantic may also terminate this Agreement immediately on written notice to Vendor if Vendor materially breaches this Agreement and fails to cure such breach within ten (10) days of Atlantic’s written notice thereof. Upon an early termination, Vendor shall receive a prorated payment for the Services actually rendered, to Atlantic’s reasonable satisfaction, up to the termination date.
5.3 Sections 4, 6-11, and such other provisions that by their nature are intended to survive termination, will survive and continue in full force in accordance with the terms of this Agreement notwithstanding any expiration or termination of this Agreement.
6. Confidential Information
User and Atlantic each agree that it shall treat as confidential all information provided to it (the “Receiving Party”) by the other party (the “Disclosing Party”) regarding the Disclosing Party’s business and operations including, but not limited to, the terms of this Agreement. All confidential information provided by the Disclosing Party hereto shall be used by the Receiving Party solely for the purposes of performing its obligations under this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such Disclosing Party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 6 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. Receiving Party acknowledges and agrees that money damages may not be a sufficient remedy for any breach of any provision of this Agreement, and that in addition to all other remedies which the Disclosing Party, its agents or its representatives may have, each of the Disclosing Party, its agents and representatives will be entitled to seek specific performance and injunction or other equitable relief as a remedy for any such breach. This Confidentiality section shall survive expiration or termination of this Agreement.
7. Representations
Vendor represents, warrants and covenants that (i) the Services and all associated products provided by Vendor therewith (the “Products”) will perform in all material respects in accordance with the provided documentation; and (ii) the Services and Products, as provided by Vendor, shall be free from harmful code (such as spyware, malware, viruses, time bombs, and Trojan horses). In the event the Services and Products fail to comply with the foregoing warranty, Vendor shall use commercially reasonable efforts to promptly correct any such nonconformance. If Vendor cannot correct the nonconformity within thirty (30) days of its receipt of Atlantic’s written notice thereof, Atlantic shall have the right to terminate this Agreement upon at least thirty (30) days prior written notice to Vendor. If Atlantic terminates the Agreement for this reason, Vendor will promptly refund to Atlantic any prepaid, unused fees.
8. Indemnification
8.1 Vendor agrees to indemnify, defend, save and hold harmless Atlantic, Atlantic Aviation FBO, Inc., their parent companies, and their respective direct and indirect subsidiaries and affiliated companies under common control with Atlantic Aviation FBO, Inc. (collectively, the “Atlantic Parties”), to the full extent allowed by law, from and against any and all liabilities, demands, suits, claims, actions, arbitrations, administrative proceedings, awards, judgments, losses, fines, penalties, or damages (including, without limitation, attorneys’ fees, investigative fees, expert fees, and court costs) including for property damage, bodily injury, or death (“Claims”) arising out of or in connection with: (i) Vendor’s breach of any term, condition, covenant, or obligation of this Agreement; (ii) Vendor’s failure to comply with applicable laws; (iii) Vendor’s gross negligence and willful misconduct; and (iv) any allegations that the Services or Products infringe upon or misappropriate any third party patents, trademarks, copyrights or other intellectual property rights. Vendor’s indemnification obligation is reduced to the extent any Claims are caused solely by the gross negligence or willful misconduct of Atlantic.
8.2 Notwithstanding the foregoing, in the event of a Claim pursuant to Section 8.1(iv) or if Vendor believes that such a claim is likely, Vendor may, at its sole option and expense: (i) modify the Services or Products or provide Atlantic with substitute Services or Products that are non-infringing; (ii) obtain a license or permission for Atlantic to continue to use of the Services or Products, at no additional cost to Atlantic; or (iii) if neither (i) nor (ii) is, in Vendor’s reasonable judgment, commercially practicable, terminate Atlantic’s access to the applicable Services or Products and refund to Atlantic any prepaid but unused fees covering use of the affected Services or Products after termination.
9. Limitations on Liability
THE PARTIES AGREE THAT UNDER NO CIRCUMSTANCES WILL THE ATLANTIC PARTIES OR THE AIRPORT BE LIABLE TO VENDOR NOR WILL VENDOR BE LIABLE TO ANY ATLANTIC PARTIES FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, LOST PROFITS OR DIMINUTION IN VALUE) WHETHER IN CONTRACT OR TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE).
10. Insurance
At all times during the Term, Vendor agrees that it will maintain at its expense, in full force and effect, with insurers of recognized responsibility, insurance coverage(s) as required by Atlantic. All required insurance coverages, except workers compensation, will name Atlantic, its parent companies, and all of their respective direct and indirect subsidiaries and affiliated companies under common control with Atlantic, the Airport, and each of the foregoing’s respective officers, directors, agents, servants, contractors and employees as additional insureds (collectively, the “Additional Insureds”), include a severability of interest clause, and respond on a primary and non-contributory basis. Vendor and its insurance carrier(s) agree to waive all rights of subrogation in favor of the Additional Insureds, except where damage results solely from the gross negligence or willful misconduct of the Additional Insureds. Vendor will deliver to Atlantic a certificate evidencing the minimum insurance coverage required hereunder (the “Certificate”). Vendor acknowledges and agrees that its failure to provide the Certificates of insurance required under this Section 10 and/or Vendor’s failure to demand delivery of said certificates will not operate or be deemed to operate as a waiver of the insurance and associated endorsements required under this provision. Vendor will hold Atlantic harmless from any liability arising as a result of any such failure(s) to secure and maintain their respective obligations under this Agreement.
11. General Provisions
11.1 Notices. Any notices required to be given under this Agreement by either Party to the other shall be in writing and shall be transmitted either by: (i) registered mail; (ii) certified mail, return receipt requested; or (iii) overnight mail (with all fees paid), addressed to the Party to be notified at the address set forth on the Agreement cover page or to such other address (or person) as such Party shall specify by like notice hereunder.
11.2 No Publicity. Neither Party nor its Affiliates shall use the other Party’s name, trademarks, or logos without the other Party’s prior written consent in each instance.
11.3 Entire Agreement. The rights and remedies with respect to any of the terms and conditions of this Agreement shall be cumulative and not exclusive and shall be in addition to all other rights and remedies either in law or equity. The waiver by either Party of any covenant or condition of this Agreement shall not preclude such Party from demanding performance thereafter in accordance with the terms hereof. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected thereby. This Agreement constitutes the entire agreement between Atlantic and User, and supersedes all previous agreements or understandings, whether written or oral, related to the subject matter hereof. This Agreement may be changed only in writing signed by both Parties. This Agreement shall be binding on and shall inure to the benefit of the heirs, legal representatives, successors and assigns of the Parties hereto. In the event of conflict between the terms of this Vendor Services Agreement and the Order, this Vendor Services Agreement shall control.
11.4 Legal Expenses. If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other Party.
11.5 Authority. Vendor warrants that it is legally capable of entering this Agreement and that there are no other existing agreements or instruments that would impair Vendor’s ability to perform the services described in this Agreement. Vendor also warrants that any statements about Vendor’s abilities or qualifications to competently complete the described services are accurate and made in good faith. Vendor warrants that all work completed will be Vendors original work and will not in any way legally infringe upon the rights of others.
11.6 Choice of Law; Venue; Severability. This Agreement will be governed by and construed in accordance with the laws of the state of Delaware without regard to its conflicts of laws rules. The Parties hereby voluntarily submit themselves to the jurisdiction of the federal and state courts situated in the city of Wilmington, Delaware for the resolution of any dispute arising under this Agreement, and the Parties expressly waive any defense or claim of inconvenient forum. In the event any legal authority determines that any provision in this Agreement is illegal, unenforceable, or invalid in whole or in part for any reason, such provision shall be deleted but all valid and enforceable provisions shall remain.
11.7 Jury Trial Waiver. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATED THERETO.
11.8 Force Majeure. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of any undisputed sums due under this Agreement, if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in which event the non-performing Party shall be excused from its obligations for the period of the delay and for a reasonable time thereafter. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within five (5) business days of its occurrence. Notwithstanding the foregoing, if a force majeure event continues for more than ten (10) business days, Atlantic may terminate this Agreement immediately upon written notice to Vendor.
11.9 Headings. The headings of the articles, paragraphs, and sections contained in this Agreement are for convenience of reference only and shall not constitute a part of this Agreement.
11.10 Counterparts. This Agreement may be executed by facsimile and in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others.