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Sample Contract

In the following sample contract the things that change are:

  • The information describing your company.
  • The details of what is to be installed in the section" "Products To Be Installed by Seller" to reflect exactly what will be installed for your company.
  • All of the fields "TBD" (to be decided) which is based on what will be installed.

The sample contract is a negotiable document and will/can be modified to satisfy the requirements of both your company and Flight Data Management.

Contract

Between

Your Company
And
Flight Data Management

Date

The purpose of this Contract ("Contract") is to specify the terms for Your Company ("Buyer") to purchase a license to use the eRES reservation system from Flight Data Management, Ltd., Bangkok, Thailand based company ("Seller") for exclusive use at one company.

This Contract has three phases:

Phase One: Detailed Design
Phase Two: Contract Signing
Phase Three: Installation

PHASE ONE, Seller will work with Buyer's personnel to finalize the proposal in terms of fine tuning the hardware and software offerings to align them with Buyer's requirements.

The completion of this phase is the approval of this final written proposal by Buyer.

If the final proposal is approved by Buyer both parties will complete Phase Two of this Contract by both parties signing the Contract.

If Buyer decides to abandon the project at this phase there is no money due to Seller And there is no obligation on the part of Buyer to Seller

PHASE TWO, Seller. and Buyer sign and date this Contract. This will allow Seller to proceed with preparation of installation for Buyer.

Phase Three, Seller is responsible for installation of the programming and training of Buyer's personnel for the eRES system.

Products To Be Installed by Seller

The products to be installed are:

  • Reservations
  • Booking
  • Departure and Arrival Control
  • Company Agents
  • Corporate Customers
  • Frequent Traveler
  • Operations
  • Interline Support
  • Crew tracking and scheduling
  • Maintenance
  • Speed Mail/Small Carton Application
  • If required on-line Internet booking web site to Buyer's specifications and requirements
  • Install and maintain a dedicated server located at Seller's location including connection to the Internet with unlimited utilization.
  • All system programming required by the booking system
  • SMS Message Read/Write interface to the reservation systems

Each of the above products are describe in detail in the proposal section which includes all features and functions described in this proposal.

Any enhancements or changes required to support the requirements of your company will be done at no cost to your company.

Responsibilities of Buyer

  • Purchase all terminals, printers and scanners required.
  • Connection to the Internet of all terminals
  • Installation of all terminals, scanners and printers.
  • Travel and living for any Seller's employee required by Buyer at the Buyer's locations or meetings.
  • Your company must designate the following personnel to work with Seller in the implementation and continuing maintenance of the reservation:
    1. Technical Interface
    2. Managerial Interface
    3. OEM Integration Coordinator

Travel Expenses

When on-site personnel are required Buyer is responsible for all travel and living expenses for Sellers's personnel.

To insure that Buyer approves of all travel and living by Sellers personnel, Buyer will make the reservations, pay for and make available to Seller the tickets, prepaid hotel and living expenses.

Total Price

The total price of the license for Buyer to purchase a license to use the reservation system is as follows:

Payments

eRES Reservation System

Product Monthly Charge Start-Up Installation Completion
eRES System TBD TBD TBD
Totals TBD TBD TBD

Buyer agrees to make the following payments to Seller.

The first, start-up, payment is to be made when Buyer and Flight Data Management, Inc. sign this Contract. This money is non-refundable in the case where your company later decides to abandon this project. If for any reason Seller were to abandon this project this money is to be repaid to Buyer within 7 working days of the cancellation of the project by Seller

The second payment is to be made when Buyer has used the system for one month. At this time the installation completion payment is to be made to the to Seller.

Reoccurring monthly maintenance/service payments of TBD per month starts sixty days, two months, after Buyer puts the reservation system into operation.

The above price includes dedicated server(s) at Seller's location and free connection of the server(s) to the Internet.

Maintenance/Service Support

Seller agrees to the following:

Maintenance/service provides solution of all programming problems as they occur. The reporting mechanism is for Buyer's personnel to report the problem using a standard problem form supplied by Seller via the eRES internal Email that is part of the reservation system. The system monitors itself looking for proactive as well as real time problems and will automatically report these problems to Seller's maintenance/service department. Seller will provide a solution to the problem as quickly as possible and to install the fix on the affected system(s). Support is provided twenty-four hours per day, seven days per week, thirty minute response time is provided.

Seller guarantees that eRES applications, system servers and the connecting of the seller's servers to the Internet will be operational 100 percent of the time they are being used.

The 100 percent operational guarantee does not include:

  • Outages caused by Internet or communication failures, electrical failures or situations cased by Buyer's personnel.
  • Outages caused by riots, acts of God and nature.

If a catastrophic operation error is caused by the eRES applications, system servers or the connecting of the Seller servers to the Internet a refund will be made to Buyer at US$1,000.00 per day the catastrophic operational error occurs. Reimbursement will be made based on an hourly basis that the reservation system is actually in-operable. This guarantee does not include situations where Buyer is able to continue operation in terms of making reservations both externally and internally.

Seller is not responsible for Buyer's lost revenue

Included in maintenance/service is the input and updating of schedules, rates and charges, program enhancements as required by your company and generation of any reports required by your company.

The maintenance/service charge is all inclusive, excluding travel and living expenses as requested by the Buyer.

Termination

Buyer or Seller may terminate this Contract without liability. If Buyer or Seller breaches this Contract and fails to cure within thirty (30) days after receipt of written notice thereof. Buyer or Seller may terminate this Contract for convenience at any time, but any such termination (including without limitation, payment due with respect to purchase which are not concealable in accordance with the terms of this Contract ). Upon termination, Buyer shall cease all use and if requested, will return or certify destruction of Seller's programming (including copies) to Buyer. Notwithstanding the above, it is specifically agreed that Buyer shall not be required to delete all copies of the programming from backup or disaster recovery storage facilities, provided that such un-deleted copies shall not be used or operated in any manner.

Indemnity

Seller shall defend Buyer, its subsidiaries, affiliates or assignees, and their partners, directors, officers, employees and agents against any third party claim that an application or product infringes any copyright, trade secret, or patent and pay the resulting costs and damages awarded against Buyer by a court of competent jurisdiction, provided Buyer (i) notifies Seller promptly in writing of such claim, provided that any delay does not materially adversely affect Seller and (ii) reasonably in response to an Seller request for assistance at Seller's cost. Buyer, at its own expense shall assist in such defense if it so chooses provided that Seller shall control such defense and all negotiations related in the settlement of such claims.

Should any application or product become, or in Seller's opinion be likely to become the subject of such claim, Seller shall, at its opinion and expense, (a) procure for Buyer the right to make continued use thereof, (b) replace or modify such so that it becomes non-infringing, or (c) request return and upon receipt thereof refund the price paid by Buyer, less straight-line depreciation based on a five (5) year useful life.

Seller shall have no liability with respect to patents if Sellers application or products are physically outside of any country where Buyer does business (unless Seller notifies Buyer of a potential intellectual property concern in such country), except to the extent such liability would have been incurred had such applications or products been installed in any of the locations, used for a purpose or in such a manner for which the application or product was not designed, use of an older version of Seller's applications or products when use of a newer Seller revision made available to Buyer would have avoided the infringement and Buyer had notice that the revision was to avoid infringement; any modification made by Seller pursuant to Buyer specific instructions as long as such instructions as performed by Seller pursuant to Buyer's specific instructions as only as such instructions made by Seller. Further, Seller shall be liable with respect to combinations of Seller and non-Seller products only if (i) the non-Seller product, not in such combination, does not infringe and (ii) the infringement arises from particular characteristics of the Seller product, i.e. non-Seller product with equivalent functionality was substituted for the Seller product do not infringe.

Limitations Of Liability

EXCEPT AS PROVIDED OTHERWISE UNDER THE SECTION INDEMNITY SELLERS TOTAL LIABILITY AND BUYER'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER ARISING OUT OF A PRODUCT OR SERVICE PROVIDED HEREUNDER, SHALL BE LIMITED TO DIRECT DAMAGES CAUSED BY SELLER'S NEGLIGENCE IN AN AMOUNT NOT TO EXCEED THE PRICE PAID BY BUYER TO SELLER FOR THE SPECIFIC SERVICE OR PRODUCT FROM WHICH SUCH CLAIM ARISES.

NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR DIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, REVENUES, DATA AND/OR USE) , EVEN IF ADVISED OF THE POSSIBILITY THEREOF. The foregoing limitation shall not limit Seller's obligation to pay damages awarded against Buyer (regardless of whether such damages are denominated as direct, indirect, consequential, or other); however, apart from such obligation to fully indemnify. Seller shall have no obligation to pay special, consequential, exemplary, incidental or indirect damages (including, but not limited do, loss of profit, revenues, data and or use), even if advised of the possibility thereof, that Buyer incurred directly related to the claim of infringement. The forgoing limitation shall not limit either party's remedies in the vent of a violation of such party's intellectual property rights. THESE LIMITATIONS SHALL APPLY TO ALL CAUSES OF ACTION UNDER OR RELATING TO THIS Contract, INCLUDING ANY CLAIM BY OR AGAINST ANY SUBSIDIARY, STOCKHOLDER, OR AFFILIATE, OR OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF ANY OF THEM.

Force Majeure

If either party is prevented from performing any portion of this Contract (except the payment of money) by causes beyond its control, including labor disputes, civil commotion, war, government regulations or controls, causality, inability to obtain materials or services of acts of GOD, such deflating party will be excused from performance for the period of the delay and for a reasonable time thereafter.

Source Code

Seller has in escrow all source code for the programming and development tools that comprise the reservation system. In the event that Seller is no longer doing business as usual Buyer is entitled to a complete copy of the source code and development tools for use in maintaining the system. This does not imply that Seller is assigning any rights to Buyer other than the use of the source code for maintenance of the reservation system.

Miscellaneous

This Contract is the complete statement of the agreement of the parties with regard to the subject matter hereof; may be modified only by a writing signed by both parties; and shall control in case of an inconsistent or conflicting term set fourth on an Order. No waiver shall be deemed a waiver if any prior or subsequent default hereunder. If any part of this Contract is unenforceable, the validity of the remaining provisions shall not be affected.

Governing Law

This Contract is governed under the laws of country where this Contract is consummated.

Signatures:

Your Company

Signed By:

Title:

Date:


Flight Data Management, Ltd.

Signed By:

Dr. James R. Monroe

Title: President

Date: