EXHIBIT 10.19
Flight Training Agreeement
KALITTA INTERNATIONAL FLIGHT ACADEMY
BUYER:
Baltia Air Lines, Inc.
Xxxxxx Xxx Xxxxxxx
Xxxxxx 0
Xxxxxxxxx, XX 00000
COUNTRY: USA
CONTACT: Xxxxxxx Thai TITLE: Executive Vice President
E-mail Address : Xxxx.Xxxx@xxxxxx.xxx
Phone: 000-000-0000 Telefax: ________
Attachments:
Appendix A: Flight Training Agreement Standard Tenns and Conditions
FLIGHT TRAINING AGREEMENT
This Flight Training Agreement together with the Standard Terms and
Conditions
attached hereto as Appendix A (this "Agreement") is entered into as
of October
10,2013, by and between Kalitta Air, L.L.C. d/b/a Kalitta
International Flight
Academy, a Michigan limited liability company, with offices at 000
Xxxxxx Xxx
Xxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 ("Kalitta") and Ba1tia Air Lines,
Inc., a
New York corporation, with its principal office located at Willow
Run Airpot1,
Hangar 1, Ypsilanti, MI 48198 (" Customer"). In consideration of the
mutual
covenants set forth herein, Ka1itta and Buyer agree as follows:
SPECIAL TERMS AND CONDITIONS
I. SERVICES:
This Agreement sets forth general terms and conditions under
which Customer
will purchase from Kalitta and Kalitta will sell to Customer the
following
flight tmining services ("Training"). Training under this
Agreement shall be
provided only to employees of Customer (each a "Trainee").
A. Aircraft Type: 8747-200
II. LOCATION:
Kalitta will furnish all Training at Kalitta's Flight Center at
000 Xxxxxx
Xxx Xxxx000, Xxxxxxxxx, Xxxxxxxx 00000 , or such other location
as may be
mutually agreed (the "Facility"). Customer will be responsible
for
round-trip transportation costs, meals, lodging and miscellaneous
expenses
for any Trainees attending any training at the Facility.
III. TERM:
This Agreement shall commence as of the date first set forth
above and shall
expire on December 31, 2014, unless earlier tenninated in
accordance with
the terms of this Agreement, provided that if any Training is in
progress at
the expiration or tetmination of this Agreement, the term of this
Agreement
will continue thereafter until completion of such Training.
IV. SCHEDULING:
A. Customer shall advise Kalitta, in writing, of its requested
Training Services dates and times as far in advance as
possible.
Training Services will be honored on an "as available"
basis. Upon
receipt of Customer's requested training dates and times,
Kahtta
shall either confirm availability of training or propose
alternative
dates and/or times to Customer.
B. Once Kalitta has confinned the training dates and times and
Customer
has accepted same in writing, such dates and times shall be
reserved
for Customer ("Reserved Training") and Customer shall be
obligated
for such dates and tin1es. All changes in Reserved Training
must be
requested in wliting either by telefax or by mail. No
changes will
be considered confinned unless so stated in writing by
Kalitta.
C. It is understood that the scheduling of simulator time and
other
training services is subject to various factors, such as
scheduled
and unscheduled maintenance, FAA and/or other regulatory
agency
intervention, operational requirements of Kalitta, and other
such
factors. It is understood that Kalitta shall use reasonable
efforts
to provide training services as originally scheduled, but
that
cancellations and/or postponements may occur. In that event,
Kalitta
shall use reasonable efforts to re-schedule Customer, and
Kalitta
shall not be in default of this Agreement for failing to
meet
schedules for any of the above reasons.
V. CANCELLATION AND TERMINATION:
Customer may cancel scheduled time up to thirty (30) days prior
to the
scheduled date without penalty. A documented move as a result of
cause
outside of Customer's control within thitiy (30) days prior to
scheduled
date can be made without penalty. Any time cancelled thitiy (30)
days or
less prior to the Reserved Training date shall be deemed payable
by Kalitta.
VI. PRICE/PAYMENT INVOICES:
A. Initial Training Package-Thirty-Seven Thousand Dollars
($37,000.00)
for one (1) crew (defined as a maximum of two (2) pilots and
one (1)
flight engineer). The Training Package will include: (a) 104
hours
of ground instruction with instructor and classroom; (b)
twenty (20)
hours ofnon-motion simulator training with instmctor(s); (c)
thirty-two (32) hours of full motion simulator training with
instructor(s); and (d) four (4) hours of full motion
simulator for
check tide, including evaluator.
B. Customer B-747-200 Hourly Training Rates:
B 747-200 Full Flight Simulator $ 325.00 usd/per hour
B 747-200 Fixed Based Simulator $ 250.00 usd /per hour
Full Flight Sim Instructor $ 180.00 usd/per hour
Fixed Based Sim Instructor $ 180.00 usd/per hour
Classroom $ 150.00 per day
Ground School Instmctor $ 70.00 usd/_Qer hour
Pilot or FE Examiner $ 180.00 usdlper day
Qualified Seat Support $ 500.00 usdlper sim session
Training Materials $ 325 .00 usd/per pilot
C. Payment of estimated charges must be made by Customer to
Kalitta no
later than seven (7) days prior to commencement ofTraining.
All
rates are exclusive of tax. Customer will pay Kalitta for
all taxes
(excluding those imposed on the gross or net income of
Kalitta)
resulting from the services provided tmder this Agreement.
D. Kalitta will send all invoices to Customer at the following
address,
or such other address as Buyer shall notify Kalitta pursuant
to this
Agreement:
Baltia Air Lines, Inc.
Xxxx X. Xxxxxxx Intemational Xxxxxxx
Xxxxxxxx 000
Xxxxxxx, XX 00000
Attn: Accounting Manager
VII. TRAINING RECORDS:
Except as otherwise provided in this Agreement, Kalitta shall
document
Training using Kalitta furnished training fonns. Kalitta will
complete and
send such training fonns to Customer within five (5) business
days after
completion of Training. Kalitta shall not give training records
to any
Trainee, except upon written authorization of Customer. Kalitta
will send
training records to Customer via ovenight delivery service
addressed as
follows:
Baltia Air Lines, Inc.
Xxxxxx Xxx Xxxxxxx
Xxxxxx 0
Xxxxxxxxx, XX 00000
Attn: Director ofTraining
VIII. ADDITIONAL TERMS:
Kalitta's Standard Terms and Conditions dated July 1, 2013,
attached as
Appendix A, are incorporated herein by this reference.
EXECUTED as of the day and year first above written.
BALTIA AIR LINES, INC KALITTA AIR, L.L.C. d/b/a KALITTA
INTERNATIONAL FLIGHT ACADEMY
By: [SIGNED] By: [SIGNED]
Printed Name: Xxxxxxx Xxx L Printed Name: X.X. Xxxxxxxxx
Title: Executive Vice President Title: General Manager
KALITTA INTERNATIONAL FLIGHT ACADEMY
FLIGHT TRAINING AGREEMENT
STANDARD TERMS AND CONDITIONS
Dated: July 1, 2013
ARTICLE 1. SCHEDULES FOR CUSTOMER'S TRAINING ("TRAINING" ).
Kalitta shall detennine all daily aud hourly schedules for
Training.
Training scheduling requests will be honored on an "as available"
basis.
Customer shall cause all Trainees to comply with all Training
schedules
established by Kalitta. Any requested changes to scheduled Training
must be
made by Customer in writing and will be in Kalitta's sole
discretion. In the
event Kalitta must cancel or postpone Training, Kalitta will use
reasonable
efforts to reschedule such Training at a lime agreeable to both
parties.
ARTICLE 2. QUALITY.
Kalitta shall provide Training of the same quality as similar
training
provided by Kalilta to its own perso1mel. Notwithstanding the
foregoing,
Kalitta does not represent or g uarantee that any individual Trainee
will
achieve or maintain any particular degree of proficiency, including
without
limitation that degree of proficiency necessary to qualify for any
type rating,
proficiency check, or certificate or s tatement ofcompetency.
ARTICLE 3. OPERATION OF EQUIPMENT IL1AB1LITY.
A. Methods of Operation. Kalitta shall dete1mine, in its sole
judgment,
the manner in which equipment used in cmmection with
Training shall
be operated. Customer shall cause all its Trainees, agents
and
subcontractors to observe and obey all orders, which may be
given to
them by Kalitta in c01mection with Training.
B. Customer's Liability/Indemnity. Customer shall indenmify,
defend
and/or pay Kalitta a sum equal to the cost of all damages to
Kalitta's equipment or property (including damages for loss
of use)
or any other claims caused in whole or in part by the
negligence of
Customer's employees, Trainees, and/or subcontractors.
ARTICLE 4. TRAINEES.
A. Designation of Trainees. Customer shall designate those of
its
employees who shall become Trainees.
B. Records and Performance. Kalitta shall maintain attendance
records
for each Trainee during Training and furnish Buyer with
copies
thereof. Kalitta shall notify Buyer of Katitta's judgment as
to the
perfomance of each Trainee during Training. If Kalitta
determines
that the aptitude, performance, or rate of progress of any
Trainee
is unsatisfactory during Training, Kalitta shall so notify
Buyer.
C. Decision to Terminate Training. Kalitta may, in its sole
discretion
and at any time, terminate (i) any individual Training
session, and
(ii) all Training with respect to any Trainee. Kalitta may
act
through any of its instructors or check airmen in
terminating any
Training pursuant to this Article.
ARTICLE 5. CHARGES AND PAYMENTS.
A. Price. The price for Simulator Rental furnished hereunder
shall be
calculated at the rates set forth in Section 3 ofthis
Agreement and
may amended by Kalitta effective forty (40) days after
notice to
Customer, to begin at the beginning of the next rental
period. The
rental price requires Customer to provide appropriate
instructors
for Customer's training.
B. Expenses. Except as provided in Article 5(C) below, Kalitta
shall
not be responsible for any personal expenses, of whatever
nature,
for any Trainee including, but not limited to, food, lodging
and
transportation.
C. Customer's Temrination. If Customer terminates any
scheduled
Training pursuant to Article lO(D) below, Customer shall pay
a
termination charge for such Training in accordance with the
following:
Days Prior To
Scheduled Training
On Which Cancellation
Notice is Received Cancellation Fee*
More Than 30 Days None
8-30 Days 60%
0-7 Days 100%
*Percentage of the applicable Training fee.
In the event of a temlination due to illness, flight delays
or
causes beyond the control ofCustome r, a portion of pre-paid
rent
may be applied to future scheduled Training periods, subject
to
availability.
D. Payment. Customer shall pay Kalitta the estimated charges
to be
incurred in each Training session no later than seven (7)
days prior
to commencement thereof. Such payment shall be made by bank
transfer
to Fifth Third Bank, 0000 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000,
ABA
Number 000000000 with instructions to credit Kalitta Air,
LLC,
Account No. 79 00000000. All payments shall be made in
United States
currency. Customer shall pay the balance of the actual
charges, if
any, upon receipt of Kalitta's invoice. Notwithstanding the
foregoing, Kalitta may consent in writing to different
payment
arrangements. Any late payment may be subject to a charge
not to
exceed one and one-half percent (1.5%) per month on the
unpaid
balance, which shall be in addition to any other remedy
which
Kalitta may have. Where applicable, Kalitta shall refund any
remaining balance to Customer within thirty (30) days of
completion
of Training.
ARTICLE 6. RELEASE. INDEMNITY AND
INSURANCE
A. Release -Customer. Customer hereby releases Kalitta, its
members,
officers, employees, agents and affiliates from any and all
liabilities, claims, demands, suits, damages and losses,
including,
without limitation, all attorney's fees, costs and expenses
in
connection therewith or incident thereto which may accrue to
Customer against Kalitta in connection with Customer's use
of the
Simulator furnished by Kalitta under this Agreement unless
attributable to the gross negligence or willful misconduct
of
Kalitta.
B. lndemnification - Customer. Kalitta makes no representation
or
warranty, express or implied, of the competency or
proficiency of
Customer's Trainees and will not be responsible for the
competency
or proficiency of any Trainee trained under this Agreement.
Customer
agrees to release, defend, indemnify and hold harmless
Kalitta and
its affiliates, and their respective members, directors,
officers,
employees and agents (each an "Indenmitee") from and against
any and
all liabilities, claims, demands, suits, damages and losses,
including, without limitation, all reasonable attorneys'
fees,
costs and expenses in connection therewith or incident
Appendix A
there to {including but not limited to reasonable attorneys'
fees
incurred by Kalitta in establishing its right to
indenmification
hereunder) (collectively referred to herein as "Claims") of
third
parties for death of or personal injury to any person or any
persons
whomsoever (including, without limitation, Customer's
employees but
excluding Kalitta's employees) and for loss of, damage to,
destruction of, any property whatsoever, in any manner
arising out
of or in any way connected with the rental and/or use of the
Simulator and Customer's Training, all whether or not
arising in
tort or occasioned in whole or in part by the negligence of
Kalitta
of any type or degree, provided that the foregoing indemnity
obligation of the Customer shall not apply to any such Claim
resulting from the gross negligence or willful misconduct of
Kalitta
or any act of Kalitta done with actual intent to cause such
death,
injury, loss, damage or destruction. Customer is obligated
to defend
and indemnify Kalitta, and negotiate and defend any Claim
brought
against any Indemnitee or in which any Indemnitee in joined
as a
party defendant for which Customer has agreed to indemnify
each
Indenmitee as provided above. Each party's obligations under
this
Article will survive the expiration or tennination of this
Agreement.
C. Insurance-Kalitta. Kalitta will, at its sole cost and
expense,
procure and maintain in full force and effect during the
term of
this Agreement, policies of insurance of the type and in the
minimum
amounts stated below covering the liability of Kalitta
relating to
this Agreement:
(1) Comprehensive Airline Liability Insurance
(including Airport P remise Liability) with a
limit of not less than $ 100 ,000,000.
D. Insurance - Customer. Customer will, at its sole cost and
expense,
procure and maintain in full force and effect during the
term of
this Agreement, policies of insurance of the type and in the
minimum
amounts stated below covering the liability of Customer
relating to
the lease of the Simulator under this Agreement:
(1) Comprehensive Airline Liability Insurance
(including Airport Premises Liability, Products
and Comple xxx Operations coverages), War Risk
and Allied Perils coverages (including both
passengers and third parties, and contractual
liability coverage), with a limit of not less
than $300,000,000 combined single limit per
occurrence and in the aggregate with respect to
products; and
(2) Property Damage Liability Coverage of not
less than $5,000,000 specifically insuring
Customer's liability arising out of any damage
to an aircraft tlight simulator in Customer's
care, custody and control.
(3) Workers Compensation and Employers Liability
coverage with a limit of $1,000,000. The policy
shall include a waiver of the underwriter's rights
of subrogation against Kalitta, its members, officers,
employees, agents and affiliates.
All required insurance policies shall be endorsed to provide
not
less than thirty (30) days prior written notice to Kalitta
of any
cancellation, lapse, reduction of limits, or other material
change
adverse to the interests ofKalitta.
E. Endorsements -Customer. The policies of insurance described
in
Article 6(D) above will be endorsed to ( l ) name Kalitta
and its
affiliates, and their respective members, officers,
employees,
agents and affiliates, and each of Customer's instructors
who is not
an employee of Customer and who will be providing services
associated with this Agreement as additional assureds
thereunder
with respect to claims of third parties for which Customer
is
obligated to indemnify Kalitta p ursuant to Article 6(B)
above;
provided, however, that such policies will specify with
respect to
claims or causes ofaction in favor of Kalitta or its
directors,
officers, employees, agents and affiliates, that they will
not be
deemed as additional assureds thereunder, and (2) expressly
cover
the obligations assumed by Customer in this Agreement,
including
those in Articles 3(B) and 6(B) above. The insurance
policies
referred to in Article 6(D) above will: (1) provide Breach
of
Warranty clauses in behalf of Ka litta, (2) provide
appropriate
cross liability clauses; (3) provide that all of the
provisions
thereof shall operate in the same manner as if there were a
separate
policy covering each insured and s hall waive any right of
subrogation against Kalitta, its directors, officers,
employees,
agents and affiliates thereunder with respect to the matters
for
which Customer has released
Appendix A
Kalitta pursuant to Article 6(A); and (4) expressly provide
that
such insurance s hall be primary without any right of
contribution
for any other insurance which is carried by Kalitta.
F. Certificates. Prior to the provision of Training hereunder
and on
the renewal date of each policy of insurance required to be
maintained by Customer under this Agreement, Customer will
furnish
to Kalitta underwriter's certificates certifying that such
policies
of insurance, endorsed as required hereby, are in full force
and
effect and that Kalitta will be given thirty (30) days prior
written
notice by the insurers in the event that either the insurers
or
Customer desire to cancel or change such policies of
insurance to
materially restrict the coverage thereof. Each certificate
wi11
acknowledge and accept the obligations assumed by Customer
in
Article 6(B) above.
ARTICLE 7. LIMITATION OF LIABILITY.
IN NO EVENT SHALL KALITT A HAVE ANY LIABILITY TO CUSTOMER AND
CUSTOMER
EXPRESSLY WAIVES, DISCLAIMS AND RELEASES KALITT A FROM Al'N CLAIM
FOR SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND.
ARTICLE 8. EXCUSABLE DELAY.
A. General. Neither party shall be responsible for nor be
deemed to be
in default under this Agreement on account of any delay in
performance hereunder (excluding any obligation to make
payments)
due to any of the following causes: (i) acts of God; war ,
warlike
operations, insurrections or riots; (ii) ftres , floods or
explosions; serious accidents; epidemics or quarantine
restnctmns;
(iii) any act of government, govemmental priorities,
allocation
regulations or orders affecting materials, or facilities;
(iv)
strikes or labor troubles causing cessation, slow down or
intem1ption ofwork; (v) delay in transportation; (vi)
inability
after due and timely diligence to procure materials,
equipment or
parts; or (vii) due to any other cause to the extent it is
beyond
such party' s control and not occasioned by such par1y's fau
lt or
negligence. Delays resulting from any of the foregoing
causes are
referred to as "Excusable Delays" .
B. Extension of Perfonnance Notice. If Kalitta is prevented by
Excusable Delay from timely perf01mance of any of its
obligations
hereunder, the tin1e for performance will be extended by a
period of
business days equal to the time lost by reason of such
delay,
provided that Kalitta shall promptly notify Customer of any
Excusable Delay affecting Kalitta' s performance.
ARTICLE 9. TERMINATION.
A. Tennination. Either party may temtinate this Agreement upon
thirty
(30) days' notice in advance to tJ1e other pruty.
Notwithstanding
the expiration or tennination of this Agreement, the terms
and
conditions of this Agreement sh all continue to apply to any
prepaid
or scheduled rental period.
B. Failure to Perform. If either party fails to perform its
obligations under this Agreement for any reason other than
an
Excusable Delay a nd such failure to perform continues for a
period
of thirty (30) days after notice to such pat1y by the other
party
thereof (except in Ute case of non-payment of monies due,
wherein
should such failure continue for a period o f five (5) days
after
notice to such party from the other party) the other party
may
terminate this Agreement, or any order issued hereunder in
whole or
in part, immediately upon notice.
C. Bankruptcy. If bankruptcy proceedings are commenced witJ1
respect
to Customer and if this Agreement has not otherwise
tenninated, then
Kalitta may suspend all ftnther perfonnance of this
Agreement until
the Customer assumes or rejects this Agreement pursuant to
Section
365 of the Bankruptcy Code or any similar or successor
provtswn. Any
such suspension of further perfonnance by Kalitta pending
Customer's
assumption or rejection will not be a breach of this
Agreement and
will not affect Kalitta' s right to pursue or enforce any of
its
rights under this Agreement.
D. Termination of Training. Customer may tem1inate any
Training
schedule or portion thereof for convenience upon notice to
Kalitta,
provided that the provisions of Article S(C) above shall
apply to
any Training so terminated.
E. Temtination Not a Waiver. Exercise by either party of its
right to
tem1inate under this Article 10 will; not affect or impair
its right
(i) to bring suit for any default or breach of this
Agreement, or
(ii) to enforce its other rights or remedies under this
Agreement.
All obligations of each party that have accm ed before
termination
or that are of a continuing nature will survive tennination.
ARTICLE 10. TRAINING MATERIAL.
A. Kalitta Fumished Materials. To facilitate Training, Kalitta
may
provide Customer with manuals, procedures and other written
materials (collectively the "Kalitta Materials"). Customer
acknowledges that Kalitta Materials are proprietary to
Kalitta.
Customer shall neither u se nor pennit the use of Kalitta
Materials
for any purpose other than Training hereunder. Customer will
maintain the confidentiality of all Kalitta Materials and
will not
disclose, duplicate or otherwise reproduce any Kalitta
Materials.
B. Customer Fumished Materials. In the event Customer desires
that
Customer's training courseware be used irt connection with
Training,
Customer shall be responsible for maintaining the currency
of all
such courseware.
ARTICLE 11. SECURITY.
Customer shall cause each of Customer's personnel, agents and
subcontractors to prominentl y display on his person a security
access card at
all times while on Kalitta's property. Kalitta will issue a card to
each of
such personnel u pon his initial arrival at Kalitta's facility for
Training.
Customer will pay Kalitta Fifty US Dollars (S50.00) for each suc h
card that is
not returned to Kalitta at or before the end of Traini11g. A ny
additional
security costs required by any government agency due to Customer's
Training
will be paid b y Customer.
ARTICLE 12. MISCELLANEOUS.
A. Amendments. This Agreement may be changed, modified or
amended from
time to time ouly by express written agreement of the
parties
executed by their duly authorized representatives.
B. Assignment. Neither xxxxx may assign this Agreement, in
whole or in
part, without the prior consent of the other party, and any
such
attempted assignment will be void, provided, however that
Kalitta
may assign this Agreement and its rights and obligations
hereunder to
a successor corporation resulting from a merger or
consolidation
with Kalitta. Subject to the foregoing, the provisions
herein will
inure to the benefit of, and be binding upon, any such
successor
corporation and any permitted assigns of the respective
parties.
Consent by either party to such assignment in one instance
will not
constitute consent by either party to any otJ1er assignment.
C. Confidential Information. Except as may be required to be
disclosed
in any proceeding to enforce the provisions of this
Agreement,
neither party will clisclose to any third party the
financial terms
of tills Agreement, or any other confidential information of
the
other party.
D. Counterparts. This Agreement may be executed and delivered
in
counterparts, each of which shall be deemed an original, and
both of
which shall constitute one instrument. If this Agreement or
the
signature page, as executed, is transmitted by one party to
the
other by facsimile, such facsimil e transmission shall be
deemed an
executed original of this Agreement and ofsuch signature.
E. Entirety of Agreement. This Agreement embodies the entire
agreement
and understanding of the parties and, as of its effective
date,
terminates and supersedes all prior or independent
agreements
between the parties covering the same subject matter. The
article
and a rticle headings in this Agreement are for convenient
reference
only and shall not affect the interpretation o f this
Agreement.
F. Interpretation. Kalitta and Customer represent that each of
them
was given an equal opportunity to negotiate the tem1s and
conditions
contained in this Agreement and were represented by counsel.
The
parties agree that neither party shall be dee med to be the
drafter
of this Agreement for purposes of interpreting any of the
terms and
conditions of this Agreement.
G. Language. All Notices and other written cormmmications to
be
provided hereunder shall be provided in the English
language.
If Customer requires a translator, Customer shall furnish
such
service at no charge to Kalitta.
H. Notices. All notices, designations, consents and approvals
(each a
"Notice" for purposes of this Article) given in connection
with this
Agreement will b e given in writing and will be sent by
first class
mail, postage prepaid, facsimile, telex, or any other
customary
means of co mmunication to the applicable mailing address
set forth
in the Special Tenns and Conditions, unless either
Appendix A
party hereto notifies the other party of a different
address. The
effective date of any Notice given in connection with this
Agreement
will be the date on which the addressee receives it. Any
Notice
given otherwise than in accordance with this Article shall
be deemed
ineffective.
I. Non-Waiver. The right of each party to require strict
perfom1ance
of any obligations hereunder will not be affected in any way
be any
previous wa iver, forbearance or course ofdealing.
J. Partial invalidity. If any material provision of this
Agreement is
declared invalid by operation of law or held unenforceable
by any
court of competent jurisdiction and one party would suffer
material
harm thereby, such party shall so notify the other party
after which
the parties shall promptly attempt to agree to an amendment
that
would abrogate the effect of such invalid provision. If the
pruties
are not able to agree to such an amendment, the party who
would
suffer material harm by reason of such invalid provision may
terminate this Agreement effective thirty (30) days after
notice to
the other party. If any other provision of this Agreement is
for any
reason held invalid, ineffective, unenforceable or contrary
to
public policy, the remainder of this Agreement shall remain
in full
force and effect.
K. Publicity. Neither party will refer to this Agreement or
use the
name of the other party in any form of publicity or
advertising,
either directly or indirectly, without the prior consent of
the
other party.
L. Third Party Rights. Nothing contained in this Agreement
will
or is intended to create or will be construed to create any
right in
or any duty or obligation to any third party.
M. Governing Law. The laws of the State of Michigan shall
govern this
Agreement, except that the choice of law provisions thereof
shall
not be invoked for purposes of applying the law of another
jurisdiction.
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air/lines-2013-comp\flight training agreement-v2-082813-gwk.doc
