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Services Agreement

This Services Agreement (this "Agreement"), dated as of 2023-11-29 (the "Effective Date"), is entered into by and between Blue Skies RAS LLC, a Missouri limited liability company, with offices located at 17402 NE 136th St, Kearney, Missouri 64060 ("Blue Skies"), and

Services: Blue Skies shall provide to Customer the services (the "Services") set out in Exhibit A. Blue Skies shall provide the Services in accordance with the terms and subject to the conditions set forth in this Agreement.


Fees and Expenses: For the Services to be performed hereunder, Customer shall pay to Blue Skies the fixed fee set out in Blue Skies' then-current standard published fee schedule, payable in advance, (the "Fee") within [NUMBER] days of the date of Blue Skies' invoice. Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or regarding, Blue Skies' income, revenues, gross receipts, personnel, or real or personal property or other assets. Except for invoiced payments that the Customer has successfully disputed, all late payments shall be subject to a late fee of $25 to compensate Blue Skies for the administrative cost of collection. Customer shall also reimburse Blue Skies for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees.  
Customer Contact and Contact Information. As of the Effective Date, Blue Skies received the name, mailing address, telephone number and e-mail address for contacting or transmitting materials to Customer (collectively, the “Contact Information”), all of which are true and accurate as of the date of this Agreement. Customer shall immediately notify Blue Skies at such time as any of the Contact Information becomes incorrect or outdated. In connection with such notice, the Customer shall provide Blue Skies with updated Contact Information.
Reliance on Then-Current Information. Until it receives actual notice of new Contact Information, Customer acknowledges and agrees that Blue Skies shall be fully entitled to and may assume without investigation that the then-current Contact Information is correct, and that materials or information transmitted through such Contact Information have and will reach the Customer.


Consent to Electronic Receipt of Documents and Posting: Customer consents to receiving any and all materials to which it is entitled under this Agreement from Blue Skies through electronic transmission, including through the email address provided to Blue Skies (as it may be updated) as part of the then-current Contact Information. Customer also acknowledges and agrees that Blue Skies may post material on its online portal accessible through Blue Skies’ website and the use of a Customer-specific username and password (the “Portal”), and notice of the posting provided to the client via the Contact Information coupled with posting on the Portal shall constitute full and sufficient delivery of such posted materials for all purposes.
Limited Obligations of Blue Skies. Customer acknowledges and agrees that Blue Skies’ sole obligation in connection with materials sent to Blue Skies as Customer’s registered agent shall be to use its best commercial efforts to deliver such information to Customer via the Contact Information. Blue Skies shall have no liability for any failure by or on behalf of the Customer to respond to any service of process, subpoena or other judicial or regulatory communication properly transmitted to it by Blue Skies, nor shall Blue Skies be obligated to pay any amount or to extend credit to the Customer in order to pay in a timely manner any fee or other amount due and payable by the Customer to any party. Any and all responses, payments or other matters, if not directly part of Blue Skies’ customary role as registered agent, shall be the sole responsibility of the Customer.


Confidentiality: From time to time during the Term of this Agreement, either party (as the "Disclosing Party") may disclose or make available to the other party (as the "Receiving Party"), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within seven days thereafter, is summarized in writing and confirmed as confidential ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section 7; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. For purposes of this Section 7 only, Receiving Party's Group shall mean the Receiving Party's employees, officers, members, managers, agents, independent contractors, subcontractors, attorneys, accountants, and financial advisors. 
Term. This Agreement shall commence as of the Effective Date and shall continue thereafter for a period of [one (1) year] (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew for successive periods of one (1) year (each a “Renewal Term” and, collectively with the Initial Term, the “Term”), unless either party has provided written notice of its intention not to renew at least 30 days prior to the end of any Term, or unless sooner terminated pursuant to Section 9 or 10. Upon renewal, Customer shall pay to Blue Skies the fixed fee set out in Blue Skies' then-current standard published fee schedule pursuant to Section 2.


Termination for Cause: Either party may terminate this Agreement, effective upon written notice to the other party (the "Defaulting Party"), if the Defaulting Party: (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; or (f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Notwithstanding anything to the contrary in this section, if the Fee is not paid by Customer within 14 days of the date it is due to Blue Skies (the “Delinquency Date”), Blue Skies shall have the right (but shall have no obligation) to terminate this Agreement and resign as the Customer’s registered agent through a filing made with the Federal Aviation Administration or other government entity at any time during such period of delinquency. In its sole discretion, Service Provide may determine not to terminate this Agreement on or after the Delinquency Date and to continue to seek payment. Any such forbearance of termination is a grace period provided to the Client as an accommodation and does not modify or in any way affect Harvard's ability to terminate on or after the Delinquency Date in that specific instance or in any instance of delinquency thereafter.


Termination for Convenience: Either party may terminate this Agreement without cause upon 30 days prior written notice to the other party. On or before the termination date, the Customer will pay to Blue Skies all Fees and other payments due under this Agreement up to and including the termination date; provided, however, if the termination date falls on a day other than the last day of any month, the Fee for the month of termination will be prorated. Upon termination for convenience under this Section 10, Blue Skies shall make the appropriate filing with the Federal Aviation Administration or other government entity, if necessary, resigning Blue Skies’ role as registered agent of Customer. 


Independent Contractor: The details of the method and manner for performance of the Services by Blue Skies shall be under its own control, Customer being interested only in the results thereof. Blue Skies shall be solely responsible for supervising, controlling and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Blue Skies is for all purposes hereunder an independent contractor and in no event will Blue Skies be considered an agent or employee of Customer or any of its subsidiaries or affiliates for any purpose. 


Limitation of Liability: IN NO EVENT SHALL BLUE SKIES BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT BLUE SKIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL BLUE SKIES' AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO BLUE SKIES PURSUANT TO THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.


General: Each of the parties hereto shall use best efforts to,  from time to time at the request and sole expense of the other party, furnish the other party such further information or assurances, execute and deliver such additional documents, instruments, and conveyances, and take such other actions and do such other things, as may be reasonably necessary to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby. Each party shall deliver all communications in writing either in person, by certified or registered mail, return receipt requested and postage prepaid, by facsimile or email (with confirmation of transmission), or by recognized overnight courier service, and addressed to the other party at the addresses set forth above (or to such other address that the receiving party may designate from time to time in accordance with this Section). This Agreement and all matters arising out of or relating to this Agreement, including tort and statutory claims are governed by, and construed in accordance with, the laws of Missouri, without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. Either party shall institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or state courts in each case located in Kearney, Missouri. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) CONSENTS AND SUBMITS TO THE JURISDICTION OF THE AFOREMENTIONED COURTS; (B) WAIVES ANY OBJECTION TO THAT CHOICE OF FORUM BASED ON VENUE OR TO THE EFFECT THAT THE FORUM IS NOT CONVENIENT; (C) WAIVES ANY RIGHT TO TRIAL BY JURY; AND (D) WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT, OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY MISSOURI LAW. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. The parties may not amend this Agreement except by written instrument signed by the parties. No waiver of any right, remedy, power, or privilege under this Agreement ("Right(s)") is effective unless contained in a writing signed by the party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right. The Rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise; provided that, the parties intend that the remedy set out in Section 8 (Limited Warranty) is Customer's exclusive remedy for Blue Skies' breach of the limited warranty set out in Section 8. Neither party may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control, merger (whether or not such party is the surviving entity), operation of law, or any other manner, without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section shall be null and void. Blue Skies, however, may subcontract the Services. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Except for the parties, their successors and permitted assigns, there are no third party beneficiaries under this Agreement. Any provision that, in order to give proper effect to its intent, should survive the expiration or termination of this Agreement, will survive such expiration or termination for the period specified therein, or if nothing is specified for a period of 12 months after such expiration or termination. This Agreement may be executed in counterparts.


Force Majeure: No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to Blue Skies hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, pandemic, epidemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; and (g) other events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within 14 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of 30 consecutive days following written notice given by it under this Section 11, the other party may thereafter terminate this Agreement upon 14 days' written notice.

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