Non-Circumvention, Non-Disclosure & Commission Agreement

This Non-Circumvention, Non-Disclosure and Commission Agreement (the "Agreement") is made on the Effective Date shown above between:

JCS and each Broker are a "Party" and together the "Parties." The Parties intend to share information about , including the parties to and terms of those transactions.

1. Scope

2. Confidential Information

"Confidential Information" means all non-public information disclosed by a Party in any form, including: the identity and contact details of owners, sellers, buyers, airlines, lessors, lessees, operators, suppliers, MRO providers, principals, lenders and intermediaries; aircraft, engine and component serial numbers, part numbers, registration marks, locations, condition, inventory and photographs; fleet plans, lease terms, asking, net and offered prices; commission and fee arrangements; specification sheets, maintenance, CAMP and back-to-birth records, videos and catalogs; and the existence and terms of any proposed transaction. These obligations apply equally to every Party, each of which may be a disclosing and a receiving Party.

3. Non-Disclosure

The receiving Party will use Confidential Information only to evaluate and complete transactions within the Scope, and will not disclose it to any third party except its principals, employees and advisers who need it for that purpose and are bound by obligations at least as strict as these.
Confidential Information does not include information that is or becomes public through no fault of the receiving Party, was lawfully known to it beforehand as shown by written records, or must be disclosed by law (with prompt notice to the disclosing Party where lawful).
No Broker will publish, forward or post JCS specification sheets, maintenance reports, inventory lists, catalogs or videos except unaltered and in the watermarked form JCS supplies, nor remove JCS branding, inventory numbers or watermarks.
Any access reference issued under this Agreement is personal to the named Broker and may not be shared, forwarded or published.

4. Non-Circumvention

No Party will, directly or indirectly, contact, solicit, negotiate or transact with any seller, buyer, owner, airline, lessor, lessee, operator, supplier, MRO provider, financier or other party introduced by another Party (an "Introduced Party") regarding an introduced aircraft, engine, part, asset or transaction, without the introducing Party's prior written consent.
All transactions involving an asset or opportunity introduced or listed by JCS, or a buyer or counterparty registered with JCS, shall be conducted through JCS.
This protection covers each Introduced Party, asset and opportunity for , and extends to transactions through any affiliate, successor, nominee or substitute entity.
If a Party circumvents another, the circumvented Party is entitled to the full fee or commission it would have earned, plus reasonable legal costs incurred in recovering it.

5. Aircraft Showcase & Catalog Access

6. Fees, Co-Brokerage & Pricing

Each Broker's role and protected fee are set out in Schedule B. JCS's price is set by JCS above the seller's asking price; JCS's fee is separate from and in addition to the Brokers' fees.
Seller's broker fee. For each item a Broker lists in Schedule A, the Broker states the seller's asking price and the fee the Broker requires on that deal. JCS builds its price on these figures. The stated fee is protected under Section 4, is payable through JCS at closing, and is the Broker's full compensation for that item unless changed in writing signed by JCS. The Broker confirms that the asking price is authorized by the owner or the Broker's mandate.
Each Broker will register every buyer or counterparty it introduces with JCS in writing before or at the time of introduction. JCS will protect the price a Broker quoted to its registered buyer or counterparty through closing.

7. Commission

Commission earned. A Broker earns its commission (its fee stated in Schedule A for an item, or otherwise its protected fee in Schedule B) only when a transaction within the Scope closes, meaning title or ownership passes and the purchase price is received in full, with a buyer, seller or counterparty introduced or registered under this Agreement. No commission is due on a transaction that does not close, and no advances are paid.
Payment. JCS will pay each Broker's commission from transaction proceeds through the escrow agent or closing agent for the transaction, or directly by wire within five (5) business days after JCS receives cleared funds, to the account the Broker nominates in writing on its invoice. Each Party bears its own taxes and its own bank charges.
Buyer-side brokers. A buyer's broker's commission is the amount it adds above the JCS price under Section 6, collected through escrow at closing, unless Schedule B states a different fee.
Co-brokers. Where several Brokers work the same transaction, commissions are divided as set out in Schedule B. JCS's own fee is not shared with any Broker.
Tail protection. A Broker's commission remains payable if a transaction with a party or asset it introduced closes during the protection period in Section 4, even if completed after this Agreement ends.
Irrevocable. Once this Agreement is approved under Section 9.7, each commission due under it is irrevocable and may be assigned only with JCS's written consent.

8. Compliance

Each Party will comply with applicable export-control (including ITAR and EAR for aircraft, engines and parts), sanctions, anti-money-laundering and anti-corruption laws, and will supply genuine, traceable documentation for any parts or components. No Party will introduce or transact with any person, entity or destination subject to United States or United Nations sanctions.

9. General

Term. Sections 3, 4 and 7 survive for the periods stated in them.
No obligation. Nothing here obliges any Party to complete a transaction or creates a partnership, agency or exclusive relationship.
Remedies. A breach may cause irreparable harm, and the injured Party may seek injunctive relief in addition to any other remedy.
Governing law & disputes. This Agreement is governed by the laws of the State of Wyoming, USA. Any dispute that cannot be settled amicably within 30 days shall be resolved by the courts of Sheridan County, Wyoming, unless JCS and the affected Broker agree in writing to arbitration. The English text of this Agreement prevails over any translation.
Electronic signature & counterparts. This Agreement may be signed electronically and in separate counterparts, each Broker signing its own copy, all of which together form one agreement. Electronic signatures are valid under the U.S. E-SIGN Act and equivalent laws, including the UNCITRAL Model Law on Electronic Signatures as adopted in each Party's jurisdiction.
Additional parties & scope. JCS may add further co-brokers, business categories or showcase access by written joinder or addendum in this form; each joining Broker is bound from the date it signs.
JCS approval. This Agreement, including every commission under it, takes effect only when approved on behalf of JCS by both Wayne and Dale Hillin, as shown in the JCS Approval block below. Section 3 (Non-Disclosure) binds each Broker from the moment it signs, whether or not approval has yet been given. Any change to this Agreement after approval requires fresh approval by both.
Entire agreement. This is the Parties' entire agreement on its subject and may be amended only in writing signed by JCS and each affected Broker.

Schedule A · Assets & opportunities

Schedule B · Brokers, roles & protected fees

JCS Approval · required from both

Signatures

Jet Crew Services LLC · NCNDA & Commission Agreement · Confidential