Business Airways Document

BUSINESS AIRWAYS AGREEMENT

This Business Airways Agreement ("Agreement") is made and entered into as of Effective Date: , by and between Client Name: (hereinafter "Client"), and Airways Name: (hereinafter "Airways"). Client and Airways may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Airways is engaged in the business of providing air transport, logistics coordination, and related ground handling services and holds all licenses, permits and operational approvals necessary to perform contracted air freight and charter services; and

WHEREAS, Client desires to retain Airways to provide air transport and ancillary services for Client's cargo, passengers, or charter operations on the terms and conditions set forth herein, and Airways is willing to provide such services subject to this Agreement.

WHEREAS, the Parties intend to set forth the scope of services, payment terms, confidentiality obligations, and other material terms in a written agreement that governs each engagement under this Business Airways Agreement.

PARTY CONTACT INFORMATION

SCOPE OF WORK

Airways shall provide the air transport, handling, and ancillary services described below. Services shall be performed in accordance with industry standards, applicable aviation laws and regulations, and the reasonable directions of Client when consistent with safe operations.

PAYMENT TERMS

Client shall pay Airways for services as follows. Unless otherwise agreed in a separate written schedule, the amounts set forth below govern all services performed under this Agreement for the identified engagement.

Late payments shall accrue interest at the rate of % per month (or the maximum permitted by applicable law, if less), calculated from the date payment was due until paid in full. All payments are exclusive of taxes; Client shall be responsible for applicable sales, use, excise, and value-added taxes, unless a valid tax exemption is provided.

TERM AND TERMINATION

This Agreement commences on the Term Start Date: , and shall continue until the Term End Date: , unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party at least days prior to the intended termination date. Either Party may terminate immediately for material breach by the other Party that remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each Party (as "Recipient") shall hold in confidence and shall not disclose to any third party any Confidential Information of the other Party (as "Discloser") except as necessary to perform its obligations under this Agreement. "Confidential Information" includes operational plans, cargo manifests, pricing, flight routes, schedules, technical data, and other non‑public information disclosed in connection with performance under this Agreement. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Recipient; (b) Recipient lawfully receives from a third party without restriction; (c) Recipient can demonstrate by written records was known prior to disclosure by Discloser; or (d) is independently developed by Recipient without use of Discloser's Confidential Information.

Recipient may disclose Confidential Information to its employees, contractors, or advisors who have a legitimate need to know and who are bound by obligations of confidentiality no less protective than those set forth herein. Recipient shall use at least the same degree of care to protect Discloser's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The confidentiality obligations survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INSURANCE AND INDEMNITY

Airways shall, at its expense, maintain insurance customary for air carriers and operators engaged in similar services, including liability and hull insurance, in such amounts as are commercially reasonable and as required by applicable law. Each Party shall indemnify, defend, and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party's negligence, willful misconduct, or breach of this Agreement, subject to limitations required by applicable law.

FORCE MAJEURE

Neither Party shall be liable for delay or failure to perform to the extent caused by events beyond its reasonable control, including but not limited to acts of God, strikes, lockouts, embargoes, government actions, terrorism, severe weather, or airspace closures. The affected Party shall provide prompt written notice of the force majeure event and shall use commercially reasonable efforts to resume performance.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The Parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be submitted to binding arbitration in the agreed venue, or otherwise adjudicated in courts of competent jurisdiction within the chosen state, unless the Parties agree in writing to an alternative forum.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, together with any appended schedules, statements of work, and written amendments signed by authorized representatives of both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both Parties.

SEVERABILITY; SURVIVAL

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect, and the Parties shall seek to replace the invalid provision with a valid provision that effectuates the original intent to the greatest extent permitted by law. Provisions that by their nature survive termination or expiration of this Agreement shall so survive.

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