Employer Initial:__________ Employee Initial:__________
Date:__________ Date:__________
CONTRACT BETWEEN
CARDINAL AIRLINES, INC. and Maviation, LLC.
This Agreement made, effective as of October 14, 1998, by and between Cardinal
Airlines, Inc., a corporation duly organized and existing under the laws of the
State of Delaware, having its principal place of business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ "▇", ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ hereinafter referred to as ("Cardinal"), and
Maviation, LLC. having its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ hereinafter referred to as ("Maviation").
For the reasons in consideration of the mutual promises and agreements set forth
in this agreement, Cardinal and Maviation agree as follows:
1. Objective and Scope
1.1 Contract and Acceptance. Cardinal hereby employs, engages, and hires
Maviation to provide expertise to direct, monitor and oversee Cardinal's initial
Part 121 Certification process and Maviation hereby accepts and agrees to such
hiring and engagement.
1.2 Work Scope. The scope of work for this project will be to act as the single
point of contact and liaison between the FAA and Cardinal. The specific work
task would be to direct and monitor the overall certification process for
Cardinal. One of the most difficult parts of this task is the development of the
complete set of required manuals. Maviation has a set of manuals that may be
modified to agree with the Cardinal's organization and operating philosophies
and procedures.
1.3 Deliverables. Maviation will provide Cardinal with an effective strategic
plan and cost efficient Part 121 Certification process that will result in
receiving their operating Certificate in the shortest period of time, which is
expected to be six months.
2. Term of Contract
2.1 Term of Contract. The contract term shall begin on the date that Cardinal
completes its planned Initial Public Offering, or prior to that date if agreed
to by both parties. This contract will remain in effect until such time as the
Air Carrier Certificate is issued by the FAA.
3. Professional Fees and Terms
3.1 Expenses. Maviation's daily rate is $800.00 per day. In addition to the
daily rate, usual, reasonable and customary out of pocket expenses incurred by
Maviation in connection with the project, including travel and lodging, shall be
reimbursed to Maviation.
3.2 Expense Approval. Prior to incurring any expenses other than normal expenses
as outlined in 3.1 above, Maviation is required to obtain authorization from
Cardinal in regard to said expense. Maviation will be required to provide
appropriate vouchers and receipts for such expenses to Cardinal prior to such
reimbursement considerations. Cardinal maintains the right to deny reimbursement
of any unauthorized expense.
3.3 Invoice and Payment. Maviation will Invoice Cardinal on a bi-monthly basis,
and invoices become due and payable upon receipt.
4. Termination
4.1 Termination Due to Discontinuance of Business. In the event that Cardinal
shall discontinue operating its business, then this agreement shall terminate as
of the day in which Cardinal ceases operations with the same force and effect as
if such were originally set as the expiration date of this agreement.
5. Confidential Information
5.1 Confidentiality & Trade Secrets. It is the intent of Cardinal to have
Maviation assist in the development of operational projections and to engage
Maviation in the procurement of its FAA 121 Commercial Airline Operators
Certificate. During the course of this Contract, Maviation will receive
information from Cardinal, which is considered to be private and proprietary to
Cardinal. This proprietary, confidential information including but not limited
to, Business plans, fundraising methods and strategies, operational strategies,
including conditions and situations pertaining to Melbourne International
Airport and proposed route structures shall not be divulged. Maviation shall not
disclose, divulge or reveal any of the aforementioned confidential information
to any person, firm, corporation or other entity in any manner without the
specific, prior written authorization by an officer of Cardinal, and that any
breach of the terms of this section shall be a breach of this agreement.
5.2 Maviation's Inability to Contract for Cardinal. In spite of anything
contained in this contract to the contrary, Maviation shall not have the right
to make any contracts or commitments for or on behalf of Cardinal without proper
authorization.
6. Agreements
6.1 Modification of Agreement. Any modification of this agreement or additional
obligation assumed by either party in connection with this agreement shall be
binding only if evidenced in writing signed by each party or an authorized
representative of each party.
6.2 Effect of Partial Invalidity. The invalidity of any portion of this
agreement will not and shall not be deemed to affect the validity of any other
provision, in the event that any provision of this agreement is held to be
invalid, the parties agree that the remaining provisions shall be deemed to be
in full force and effect as if they had been executed by both parties subsequent
to the expungement of the invalid provision.
6.3 Entire Agreement. This agreement shall constitute the entire agreement
between the parties and any prior understanding or representation of any kind
preceding the date of this agreement shall not be binding upon either party
except to the extent incorporated in this agreement.
7. General
7.1 Governing Law. It is agreed that this agreement shall be governed by,
construed, and enforced in accordance with the laws of the State of Florida.
7.2 No Waiver. The failure of either party to this agreement to insist upon the
performance of any of the terms and conditions of this agreement, or the waiver
of any breach of any of the terms and conditions of this agreement, shall not be
construed as thereafter waiving any such terms and conditions, but the same
shall continue and remain in full force and effect as if no such forbearance or
waiver had occurred.
7.3 Attorney Fees. In the event that any action is filed in relation to this
agreement, each party shall be responsible to pay for all his or her own sums
and attorney's fees.
7.4 Notices. Any notice provided for or concerning this agreement shall be in
writing and shall be deemed sufficiently given when sent by certified or
registered mail if sent to the respective address of each party as set forth at
the beginning of this agreement.
7.5 Assignability; Successors. Maviation hereunder, may not assign this Contract
Agreement, and Maviation's rights and obligations. Cardinal may assign its
rights, together with its obligations, hereunder in connection with any sale,
transfer or other disposition of all or substantially all of its business or
assets; in any event the obligations of Cardinal hereunder shall be binding on
its successors or assigns, whether by merger, consolidation or acquisition of
all or substantially all of its business or assets.
In witness whereof, each party to this agreement has caused it to be executed at
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ "▇", ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ on the date indicated below.
/S/ /S/
__________________________ _________________________
Cardinal Airlines Inc. Maviation, LLC.
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
President and C.E.O. President
Date: _______________ Date: _______________
/S/
Witness: ___________________