1. Definitions and Interpretation 1.1In this Agreement, unless the context otherwise requires: “All information”meeans the information required by the Supplier to produce a document. This may include but is not limited to forms, OEM manuals like AFM/POH, FCOM, CCOM, WBM, Manufacturer’s Maintenance Program, Aircraft Documents, etc. The start date of this agreement is based on the Supplier having access to ‘All information’ but reserves the right to start working on the Customer’s affairs prior to this date. “the Business”means, the business referred to above, as carried on by the Customer from time to time during the period of this Agreement; “Business Day”means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in Cambridge, United Kingdom; “Business Hours”the period from 9.00 am to 5.00 pm on any Business Day. “The Customer”means, the Customer that has signed this Agreement and if the Customer is acting as an agent on behalf of a third party, the third party will also be bound by this Agreement. “Confidential Information”means, information in respect of an individual or company relating to: a)its business methods, plans, systems, finances or projects; b)its trade secrets; or c)the provision of products or services of the individual or company to which it attaches confidentiality or in respect of which it holds an obligation to a third party. “Customer Materials” all Documents, information and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to the Supplier in connection with the Services, including the items provided pursuant to sub-clause 4.1.3. “Deliverables” the output of the Services provided by the Supplier to the Customer as specified in Schedule 1. “Documents”includes, but is not limited to the inventions, improvements, promotions, formulae, designs, models, prototypes, programs, sketches, drawings, manuals and plans; “Fees”means, the amount to be paid by the Customer to the Supplier in consideration of the Services or the Scheduled Services, in accordance with Schedule 1; “First Draft”means a document with a table of contents, the initial information requested as per the deliverables but may be missing information that is required from the Customer. “Intellectual Property”patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; “Locations and Premises”means, the locations and premises as set out in Schedule 1 hereto; “Scheduled Services”means, the provision of the services by the Supplier to the Customer as set out in Schedule 1 hereto; “Services”means, the Scheduled Services and/or such services as the Customer may reasonably request of the Supplier from time to time; “Workers”means, adequately skilled, trained and capable individuals provided by the Supplier to perform the Services for the Customer; 1.1.1Unless the context otherwise requires, each reference in this Agreement to: 1.1.2"writing", and any cognate expression, includes a reference to any communication effected by telex, facsimile transmission, email or similar means; 1.1.3a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time; 1.1.4"this Agreement” or to any other agreement or document referred to in this Agreement means this Agreement or such other agreement or document as amended, varied, supplemented, modified or novated from time to time and includes the Schedules; 1.1.5clauses and schedules are references to clauses and schedules of and to this Agreement and references to sub-clauses and paragraphs are, unless otherwise stated, references to sub-clauses or paragraphs of the clause or schedule in which the reference appears. 1.2In this Agreement: 1.2.1all agreements on the part of any of the parties to the Agreement which comprise more than one person or entity shall be joint and several; 1.2.2any reference to the parties includes a reference to their respective personal representatives, heirs, successors in title and permitted assignees; 1.2.3any reference to a person includes any body corporate, unincorporated association, partnership or any other legal entity; 1.2.4words importing the singular number include the plural and vice versa; and 1.2.5words importing any gender include any other gender. 1.3The headings in this Agreement are for convenience only and shall not affect its interpretation. 2. Appointment of the Supplier and Duration 2.1The Customer appoints the Supplier to provide the Services and this Agreement shall commence on the date when it has been signed by all the parties and shall continue, unless terminated earlier in accordance with clause 7 (Termination), upon completion of the project identified in Schedule 1 of this Agreement when it shall terminate automatically without notice. 2.2Unless otherwise stated in this Agreement, it may only be extended or renewed by the mutual agreement of the parties in writing. 2.3Apart from the Customer’s payment obligations in relation to the Fees, neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. 3. Responsibilities the Supplier 3.1 Throughout the period of this Agreement the Supplier shall: 3.1.1use industry standards to supply the Services to the Customer in accordance with this Agreement; 3.1.2use the industry standard quality materials, techniques and standards and ensure that the Services are provided with the care, skill and diligence required in accordance with the best practice in the Supplier’s industry, profession or trade; 3.1.3ensure that the Services are performed by the Workers; 3.1.4use best endeavours to procure that the Workers use the best materials, techniques and standards and provide the Services with the care, skill and diligence required in accordance with the best practice of the Workers’ industry, profession or trade; 3.1.5not do or omit to do any act, the doing of which or the omission of which would or might cause a breach of this Agreement; 3.1.6comply with the reasonable written instructions of the Customer, which may be given from time to time. 3.1.7The Supplier shall not be responsible for the Customer’s management responsibilities in connection with the Services and shall not be responsible for the Customer’s use or implementation of the Deliverables or any recommendations that may be made as part of the Services or Scheduled Services. 3.1.8Any information, advice, recommendations or other content of any reports, presentations, training materials, Deliverables or other communications that the Supplier provides under or in connection with this Agreement (“Content”) are for the Customer’s internal use only, consistent with the purpose of the particular Services. 3.1.9The Content is provided for general information only. It is not intended to amount to advice on which the Customer can or should rely. The Customer must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the Content. 3.1.10The Supplier shall use reasonable endeavours to meet any performance dates specified in this Agreement, but any such dates shall be estimates only and time for performance by the Supplier shall not be of the essence of this Agreement. 3.2Where any or all of the Workers are employed by the Supplier, the Supplier undertakes to the Customer, throughout the period of this Agreement, with regards to those employed Workers that it shall: 3.2.1observe and take reasonable steps to procure the observance by those employed Workers of the terms and conditions of employment of the employed Workers with the Supplier and shall forthwith, on written demand being made by the Customer, produce to the Customer any document containing such terms and conditions or any memorandum thereof; and 3.2.2be responsible for making appropriate deductions for tax and National Insurance contributions from the remuneration it pays the employed Workers; and 3.3The Supplier reserves the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event. The Supplier will notify the Customer of any increased Fees owing to any amendments pursuant to this clause. 4.Customer's obligations 4.1The Customer shall: 4.1.1co-operate with the Supplier in all matters relating to the Services or Scheduled Services; 4.1.2provide, for the Supplier and its Workers in a timely manner and at no charge, access to the Customer's premises, office accommodation, data, computer systems and other facilities as required by the Supplier including any such access as is specified in Schedule 1; 4.1.3provide to the Supplier in a timely manner all Customer Materials, Documents, information, items and materials in any form (whether owned by the Customer or third party) required under Schedule 1 or otherwise reasonably required by the Supplier in connection with the Services and ensure that they are accurate, up-to-date and complete; 4.1.4ensure that all the Customer's equipment is in good working order and suitable for the purposes for which it is used in relation to the Services; and 4.1.5obtain and maintain all necessary licences, permissions, approvals and consents and comply with all relevant legislation as required to enable the Supplier to provide the Services including in relation to the use of all Customer Materials and the use of the Customer's equipment, in all cases before the date on which the Services are to start; 4.1.6keep all materials, equipment, Documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation; and 4.2If the Supplier's performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default): 4.2.1 without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services or Scheduled Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations; 4.2.2it is expressly acknowledged by the Customer that any delivery timeframe of the Deliverables identified in Schedule 1 commences when all Customer Materials and required information to produce the Deliverables has been provided in an acceptable format by the Customer to the Supplier. The Supplier will provide a clear list of required information. 4.2.3the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in sub-clause 4.1; 4.2.4the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from a Customer Default; and 4.2.5The Customer will indemnify and hold harmless the Supplier along with its directors, officers, agents, servants and Workers, from and against, any and all liabilities, claims, demands, suits, judgements, damages and losses, including the reasonable costs and expenses and legal fees in connection therewith or incident thereto arising out of a Customer Default. 4.3The Supplier may assist the Customer in obtaining the permissions, consents, licences, and/or approvals required by sub-clause 4.1.5 but is under no obligation to do so. Further Fees may be agreed for this additional service between the parties. 4.4This clause 4 shall survive termination of the Agreement. 5. Fees and Expenses 5.1During the period of this Agreement the Customer shall pay to the Supplier: 5.1.1the Fees (exclusive of any value added tax) as they fall due in accordance with Schedule 1; 5.1.2such additional amounts (if any) as are from time to time to be agreed between the Supplier and the Customer, having regard to any Services provided by the Supplier in addition to the Scheduled Services. These additional amounts shall fall due 14 days from the invoice date; and 5.1.3the expenses for travel and additional items not covered in this Agreement are notified to the Customer at cost by the Supplier, and time for all payments by the Customer under this Agreement shall be of the essence of the Agreement. 5.2The Customer shall reimburse the Supplier all expenses properly incurred (like those in 5.1.3 above) in the provision of the Services. These expenses shall fall due 14 days from the invoice date. 5.3 All expenses in excess of £500 shall be approved by the Customer prior to being incurred by the Supplier. 5.4 if the Customer fails to make any payment due to the supplier under this clause 5 and under Schedule 1 by the date it falls due, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to: 5.4.1appropriate any payment made by the Customer to such of the Services (or services supplied under any other Agreement between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported apportionment by the Customer); 5.4.2charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of eight per cent (8%) per annum above TSB’s Bank base rate from time to time until payment in full is made (a part of a week being treated as a full week for the purpose of calculating such interest); 5.4.3charge the Customer an administration fee of GBP 80 each time a reminder invoice or statement of account has to be issued. In the case of late payment, the Supplier will send statements of account on a weekly basis showing the outstanding balance including any interest and administration charges accrued; 5.4.4the Supplier shall be under no obligation to the Customer to carry out any work under the terms of this Agreement or otherwise during any period when the Customer is late in its payment of any amount due under this Agreement or during any period of notice given by either party under sub-clause 7.1. 5.5All amounts due by the Customer under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by applicable law). 5.6Each party agrees at the request of the other at its own cost to do anything further, or execute or deliver any further document, which is necessary to give effect to this Agreement. 5.7 This clause 5 shall survive termination of the Agreement. 6. Intellectual Property 6.1In relation to the Documents and Deliverables: 6.1.1the Supplier and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables and Documents, excluding the Customer Materials; 6.1.2the Supplier grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to copy and modify the Deliverables and Documents (excluding the Customer Materials) solely for the purpose of receiving and using the Services and Scheduled Services, Documents and the Deliverables in its Business; and 6.1.3the Customer shall not sub-license, assign, publish or otherwise transfer the rights granted in sub-clause 6.1.2. 6.2In relation to the Customer Materials: 6.2.1the Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials; and 6.2.2grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of this Agreement for the purpose of providing the Services to the Customer. 6.3The Customer: 6.3.1warrants that the receipt and use of the Customer Materials in the performance of this Agreement by the Supplier and its Workers or subcontractors shall not infringe the rights, including any Intellectual Property Rights, of any third party; and 6.3.2shall indemnify the Supplier and its Workers in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Supplier or its Workers arising out of or in connection with any claim brought against the Supplier or its Workers or subcontractors for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the receipt or use in the performance of this Agreement of the Customer Materials. 6.4This Clause 6 shall survive termination of the Agreement. 7. Termination 7.1Either party may terminate this Agreement at any time by giving the other party not less than 30 days’ notice in writing. 7.2The Customer may terminate this Agreement with immediate effect by giving written notice to the Supplier if the Supplier: 7.2.1commits any breach of this Agreement and, in the case of a breach which is capable of remedy, fails to remedy it within 10 days of receiving written notice giving full particulars of the breach and requiring the same to be remedied; 7.2.2becomes permanently incapable of providing the Services; or 7.2.3goes into liquidation or receivership, has a receiver appointed over a significant part of its assets or takes or suffers any similar action as a result of debt or anything analogous occurs under the law of any jurisdiction in relation to the Supplier. 7.3The Supplier may terminate this Agreement with immediate effect by giving written notice to the Customer if the Customer: 7.3.1commits any breach of this Agreement and, in the case of a breach which is capable of remedy, fails to remedy it within 21 days of receiving written notice giving full particulars of the breach and requiring the same to be remedied; or 7.3.2goes into liquidation or receivership, has a receiver appointed over a material or significant part of its assets or takes or suffers any similar action as a result of debt or anything analogous occurs under the law of any jurisdiction in relation to the Customer; or 7.3.3the Customer fails to pay any amount due under the Agreement on the due date for payment. 7.4For the purposes of sub-clauses 7.2.1 and 7.3.1, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance. 7.5The right to terminate this Agreement in accordance with this clause 7 shall not prejudice any other right or remedy of either party in respect of the breach concerned or any other breach. 8. Effects of Termination Upon the termination of this Agreement for any reason: 8.1any sum owing by either party to the other under any provisions of this Agreement shall become immediately payable and should be calculated on the amount of work already carried out on behalf of the Customer. 8.2the Supplier shall be entitled to a relevant proportion of the Fees to the date of termination including expenses already incurred on behalf of the Customer. The relevant portion of the Fees is calculated on the amount of work already carried out on behalf of the Customer. 8.3each party shall forthwith cease to use, either directly or indirectly, any Confidential Information, and shall forthwith destroy or return to the other party any documents and copies in its possession or control which contain or record any Confidential Information; 8.4any provision of this Agreement which is expressed to continue in force after termination shall continue in full force and effect; and except in respect of accrued rights, neither party shall be under any further obligation to the other. 9. Confidentiality Each party to the Agreement shall at all times keep confidential (and take reasonable steps to procure that its Workers, employees and agents shall keep confidential) and shall not at any time for any reason disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of any Confidential Information save to the Supplier and/or the Supplier’s Solicitors, Accountants, HMRC and as required by law. This clause 9 shall survive termination of the Agreement. 10. Relationship of Parties Nothing in this Agreement shall render the Supplier or the Workers an employee, agent or partner of the Customer and neither the Supplier nor the Workers shall hold themselves out as such. 11. No Waiver No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision. 12. Severance If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision. 13. Entire Agreement 13.1This Agreement contains the entire agreement between the parties and supersedes and replaces all previous agreements and understandings between the parties. 13.2Each party acknowledges that, in entering into this Agreement, it is not relying on any representation, warranty, pre-contractual statement or other provision except as expressly provided in this Agreement. 13.3Without limiting the generality of the foregoing, neither party shall have any remedy in respect of any untrue statement made to him upon which he may have relied in entering into the Agreement, and a party’s only remedy is for breach of contract. However, nothing in this Agreement purports to exclude liability for any fraudulent statement or act. 14. Non – Assignment This Agreement is personal to the parties and neither party may assign, mortgage, charge (otherwise than by floating charge), or sub-license any of its rights hereunder. Nothing in this Agreement is intended to confer on any person any right to enforce any terms of this Agreement which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999. 15. Notices and Service 15.1All notices to be given under this Agreement by either party to the other shall be in writing and shall either be delivered personally or sent by first class prepaid post or airmail prepaid post or by email; deemed service shall be: 15.1.1in the case of a notice delivered personally, at the time of delivery; 15.1.2in the case of a notice sent inland by first class prepaid post, 2 Business Days after the date of dispatch; 15.1.3in the case of a notice sent overseas by airmail prepaid post, 7 Business Days after the date of dispatch; and 15.1.4in the case of email, if sent during normal Business Hours then at the time of transmission and if sent outside normal Business Hours then on the next following Business Day. 16.Limitation of Liability 16.1References to liability in this clause 16 include every kind of liability arising under or in connection with the Agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. 16.2Nothing in this clause 16 shall limit the Customer's payment obligations under the Agreement. 16.3Nothing in the Agreement limits any liability which cannot legally be limited, including liability for: 16.3.1death or personal injury caused by negligence; and 16.3.2fraud or fraudulent misrepresentation. 16.4Subject to sub-clause 16.3 (liabilities which cannot legally be limited), the Supplier's total liability to the Customer under or in connection with this Agreement shall not exceed one hundred per cent (100%) of the total amount paid by Customer to Supplier under this Agreement. 16.5Subject to sub-clause 16.2 (no limitation of Customer's payment obligations) and sub-clause 16.3 (Liabilities which cannot legally be limited), this sub-clause 16.5 sets out the types of loss that are wholly excluded by the Supplier: 16.5.1loss of profits. 16.5.2loss of sales or business. 16.5.3loss of agreements or contracts. 16.5.4loss of anticipated savings. 16.5.5loss of use or corruption of software, data or information. 16.5.6loss of or damage to goodwill; and 16.5.7indirect or consequential loss. 16.6The Supplier shall not be liable under any circumstances for any loss, expense, damage, delay, costs or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Customer arising from or in any way connected with the services provided by external agencies such as the national aviation authorities and their employees or associates, any agencies or other companies that have been contracted by the Customer or any service providers that have been recommended by the Supplier and contracted or procured by the Customer. 16.7Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail. 16.8This clause 16 shall survive termination of the Agreement. 17. Applicable Law and Jurisdiction 17.1This Agreement shall be governed by and construed in accordance with the laws of England and Wales. 17.2For UK customers: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation. 17.2For non-UK Customers: Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English.