This Non-Circumvention and Non-Disclosure Agreement ("Agreement") is made between Jet Crew Services LLC, a Wyoming limited liability company, 1309 Coffeen Ave Suite 2352, Sheridan, WY 82801, USA ("JCS"), and the Broker named in Step 1, represented by its signatory ("Broker"). JCS and Broker are each a "Party".
1. Purpose
The Parties wish to exchange information about aircraft offered for sale or sought for purchase, and about the buyers, sellers, owners, operators and terms involved, in order to evaluate and complete aircraft sale, purchase or lease transactions ("Transactions").
2. Confidential Information
"Confidential Information" means all non-public information disclosed by a Party, in any form, including: the identity and contact details of aircraft owners, sellers, buyers, operators and their representatives; aircraft registration and serial numbers; specification sheets, catalogs, photographs, videos and maintenance records; JCS inventory numbers; and pricing and commercial terms.
Confidential Information does not include information that is or becomes public through no fault of the receiving Party, was lawfully known to it before disclosure, is independently developed without use of the disclosing Party's information, or must be disclosed by law (in which case the receiving Party will give prompt notice where lawful).
3. Confidentiality
Each Party will use Confidential Information only to evaluate and complete Transactions with the other Party, and will disclose it only to its principals and professional advisers who need it for that purpose and are bound by obligations at least as protective as these. Broker will not advertise, list, publish or re-circulate any aircraft or materials received from JCS, or remove JCS identification from them, without JCS's prior written consent.
4. Non-Circumvention
Broker will not, directly or indirectly, contact, solicit, negotiate or transact with any owner, seller, buyer, operator, financier or other party introduced or identified by JCS, including the owner of any aircraft identified by a JCS inventory number, and will not attempt to identify the owner of any such aircraft, without JCS's prior written consent.
JCS will not, directly or indirectly, contact, solicit, negotiate or transact with Broker's Registered Contacts (Section 5) concerning a Transaction, except through or with the written consent of Broker.
5. Registered Contacts
Broker may register the clients it represents by listing them on this form or by later written notice to JCS ("Registered Contacts"). A registration takes effect when JCS receives it, and the first effective registration of a contact governs. If a contact is already a JCS client or was registered earlier by another party, JCS will notify Broker and that registration will not take effect for that contact. Protection of a Registered Contact lasts twenty-four (24) months from registration and continues for any Transaction under negotiation at the end of that period.
6. Transactions and Compensation
All Transactions involving aircraft offered by JCS will be conducted through JCS. JCS will quote Broker a price for each aircraft. Any compensation due to Broker is a matter between Broker and its client, is added on top of the JCS quoted price, and will not reduce the JCS quoted price or JCS's compensation. Each Party bears its own costs. Nothing in this Agreement obliges either Party to enter into any Transaction.
Price protection. When registering a buyer, Broker may record the price Broker has quoted to that buyer for a specific aircraft (the "Broker Quoted Price"), which must not be lower than the JCS quoted price for that aircraft. JCS will not disclose the JCS quoted price to that buyer, will not offer that buyer the aircraft at a lower price, and will present the Broker Quoted Price as the purchase price in the Transaction documents. At closing, the amount by which the Broker Quoted Price exceeds the JCS quoted price will be paid to Broker through the closing escrow, or as otherwise agreed in writing. A Broker Quoted Price may be updated by written notice to JCS before a letter of intent is signed, and is protected for as long as the buyer is a Registered Contact.
7. Remedies
If a Party breaches Section 4, it will pay the other Party an amount equal to the compensation the other Party would have earned on the circumvented Transaction, together with reasonable attorneys' fees and costs. Each Party may also seek injunctive relief, since a breach of this Agreement may cause harm that money cannot fully repair.
8. Sanctions and Compliance
Neither Party will introduce or transact with any person, entity, aircraft or country subject to United States or United Nations sanctions. Each Party will comply with applicable anti-bribery, anti-money-laundering and export-control laws.
9. Term
This Agreement takes effect when Broker signs and JCS receives it (the "Effective Date") and remains in force for three (3) years. Obligations concerning Confidential Information disclosed, and Transactions introduced, during the term survive for two (2) years after it ends.
10. General
The Parties are independent contractors, and this Agreement creates no partnership, agency or exclusivity. No license to any information or materials is granted. This Agreement is the Parties' entire agreement on its subject, may be changed only in writing signed by both Parties, and if any provision is unenforceable the rest remains in effect. This Agreement is governed by the laws of the State of Wyoming, USA, and the state and federal courts located in Sheridan County, Wyoming have exclusive jurisdiction.
11. Electronic Signature
The Parties agree to sign and keep this Agreement electronically. Electronic signatures and records under this Agreement have the same effect as handwritten signatures and paper originals under the U.S. Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act. JCS accepts this Agreement by its authorized representative on receipt, and its acknowledgment email to Broker evidences that acceptance.
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