Flight Data Management
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, 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
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:
- Departure and Arrival Control
- Company Agents
- Corporate Customers
- Frequent Traveler
- Interline Support
- Crew tracking and scheduling
- 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
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
- Your company must designate the following personnel to work with Seller in the implementation
and continuing maintenance of the reservation:
- Technical Interface
- Managerial Interface
- OEM Integration Coordinator
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.
The total price of the license for Buyer to purchase a license to use the
reservation system is as follows:
eRES Reservation System
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
Reoccurring monthly maintenance/service payments of TBD per month starts sixty days,
two months, after Buyer puts the reservation system into
The above price includes dedicated server(s) at Seller's location and
free connection of the server(s) to the Internet.
Seller agrees to the
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
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.
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.
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,
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.
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.
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.
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.
This Contract is governed under the laws of country where this Contract is consummated.
Flight Data Management, Ltd.
Dr. James R. Monroe