WV-65a and Quote.pdf

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Attached to
Sole Source Determination CAMP Maintenance Tracking
Solicitation number
ASSD 0215 AVN2700000001 1
Issued by
Kanawha County, West Virginia

About this file

This document is a management service quotation and services agreement between CAMP Systems International, Inc. and the State of West Virginia Aviation Division for aircraft maintenance tracking services. CAMP Systems International proposes to provide comprehensive maintenance tracking solutions for the state's fleet of helicopters, leveraging over 55 years of industry experience as a leading independent provider of aircraft health management products and services. The services include maintenance program management, airworthiness directive and service bulletin monitoring, inventory management, flight scheduling, and dedicated aircraft analyst support. The platform provides 360-degree visibility into aircraft safety and performance through a web-based application and mobile app, with each enrolled aircraft assigned a dedicated analyst responsible for data quality control, compliance monitoring, and coordination with maintenance and repair organizations. The service term is specified as October 1, 2026 through September 30, 2027, with automatic annual renewal unless terminated by either party.

The agreement establishes payment terms requiring full payment within 30 days of invoice, with late payments subject to 1.5% monthly interest. CAMP may increase prices annually by no more than the greater of five percent or the Consumer Price Index-W (CPI-W), with increases waived when multi-year payments are made in advance. The quoted pricing is assessed on an annual per-aircraft basis and applies only to aircraft listed under the primary State of West Virginia Aviation Division account. Initial setup includes a one-time activation fee and participation fees specified on attached pricing forms, with additional activation fees required for newly added aircraft or engine reactivations. The operator is responsible for all applicable federal, state, and foreign taxes, duties, and charges. CAMP's liability is capped at the lesser of $15,000 or amounts paid in the preceding 12 months, and CAMP expressly disclaims all warranties regarding the services, providing them on an "as-is" basis. The agreement is governed by New York law and provides CAMP the right to terminate for non-payment, breach, or insolvency, with either party waiving the right to jury trial.

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CAMP is the Factory Maintenance Tracking Provider for Airbus Corporate Jets | Bell | Boeing Business Jets | Beechcraft | Bombardier | Cessna | Daher | Dassault Aviation | Embraer | Gulfstream | HondaJet | Honeywell | Kodiak | Leonardo | Piaggio Aerospace | Pilatus | Pratt & Whitney | Rolls-Royce | Viking

Revised 12/02/2024

Management Service Quotation CAMP Systems International, Inc. and

State of West Virginia Aviation Division

Page 1 of 5 Revised 12/02/2024

INTRODUCTION

CAMP Systems International, Inc. is pleased to present this proposal to State of West Virginia Aviation Division for maintenance tracking. Our approach to delivering the requested services is underpinned by a comprehensive understanding of our customer’s aircraft, the regulatory environment, and the ever-changing landscape of the aviation industry. Our platform provides a comprehensive solution that can demonstrate our customers are in compliance by addressing their regulatory requirements, maintenance program requirements and airworthiness directives and services bulletin. Our relationship with the OEM’s provides tremendous value for our customers utilizing our platform.

The passionate team at CAMP is excited at the prospect of partnering with State of West Virginia Aviation Division to support your fleet of helicopters. We appreciate the opportunity to expand our partnership and present this proposal.

Page 2 of 5 Revised 12/02/2024

OVERVIEW

For over 55 years, CAMP has been the leading independent provider of aircraft health management products and services to the business aviation industry.

CAMP is the key compliance tool used by the operators of over 20,000 aircraft (maintenance), 33,000 engines (engine health) and 1,300 maintenance facilities worldwide. In one convenient location, CAMP provides 360-degree visibility into the safety and performance of your aircraft.

CAMP aircraft health management provides you with the airworthiness status of your aircraft and the health status of your engine.

The key to CAMP’s depth of expertise is our team of aviation professionals as well as our direct relationship with OEMs. The depth of our offerings spans maintenance tracking, engine health monitoring, inventory management and flight scheduling. CAMP meets you where you are. More than 95% of CAMP users renew their annual subscription.

EXPERT MANAGED PROGRAM

Maintenance tracking is more than simply recording compliance, and only CAMP can deliver the comprehensive maintenance tracking service your aircraft needs. Your analyst-managed CAMP maintenance program captures the complex interdependencies between inspections, installed parts, service bulletins and mods to accurately track the maintenance required on your aircraft.

Integrated CAMO tools in the CAMP maintenance management system streamline the CAMO management process and eliminate the need to maintain information outside of CAMP.

WORLDWIDE PRESENCE – LOCALIZED SUPPORT

CAMP has a worldwide footprint with more than 1,300+ employees in locations across North America, Europe, and Asia. Our field service representatives can support State of West Virginia Aviation Division at your home base.

The CAMP platform is used by management and charter companies worldwide as well as CAMOs in Europe to manage and demonstrate regulatory compliance.

AIRCRAFT ANALYST SUPPORT

Each aircraft enrolled on CAMP is assigned a dedicated analyst. The analyst is responsible for ensuring your aircraft’s maintenance program is managed correctly and all maintenance transactions are accurate and timely. This provides you with the peace of mind in knowing your aircraft’s information is up-to-date and in compliance, making your maintenance planning easy and cost efficient.

The analyst is responsible for the following:

• Data quality control and updates

• AD/SB monitoring

• Revisions to the OEM data, inspection program and/or task cards

• Telephone support for aircraft related questions

Page 3 of 5 Revised 12/02/2024

• Processing periodic reports

• Interfaces with customer and/or MRO for forecasting

• Archiving aircraft documentation

• Overseeing maintenance records and compliance information

• Variety of transaction input and review options

MAINTENANCE MANAGEMENT APPLICATION

On the surface, maintenance tracking might seem like a simple matter of recording the maintenance performed and forecasting when it next comes due. Proper compliance management involves much more than that. It is a complex matrix of inter-related maintenance requirements driven by maintenance documentation, revisions and service bulletins from multiple manufacturers and regulatory bodies. Together these items make up the maintenance program governing the airworthiness of your aircraft.

Our system is designed to manage aircraft in a modular fashion. Each customer aircraft is “built up” with the elements that make up your aircraft: airframe and engine(s). Each airframe and engine are defined in what is called a “template”. This template defines the as-built configuration of each building block, focusing on required scheduled inspections, time-limited-components, critical maintenance requirements, airworthiness limitation items, serialized components, kits and AD/SB/SL issued.

These templates are continuously updated based on OEM revisions and documentation releases as well as reviewed by CAMP’s staff. When a new aircraft is brought onto the system, the appropriate building blocks are selected by the analyst and brought into the customer’s aircraft profile.

For State of West Virginia Aviation Division, revisions would be managed and maintained in alignment with State of West Virginia Aviation Division individualized documentation.

A key benefit of the modular design is each building block is tracked as an independent entity with its own maintenance requirements. When components or parts are moved from one aircraft to another (or are put in spare status), their maintenance requirements and history remain intact.

The maintenance management application offers State of West Virginia Aviation Division the following tools:

• Comprehensive serialized component tracking

• Itemized details for packages and checks

• Maintenance reports

• Tracking of scheduled maintenance tasks

• Tracking of life limited components

• Tracking of airworthiness limitation items

• Tracking of critical maintenance requirements

• Tracking and monitoring of AD/SB/SI

• Tracking of operator specific items

• Flexible due list projections

• Work order system

• Tracking of discrepancy/MEL/deferral

Page 4 of 5 Revised 12/02/2024

• On-demand task cards

STATE-OF-THE-ART TECHNOLOGY

The CAMP platform is flexible and provides role-based access to a variety of entities that may need access to your aircraft – owners, operators, management companies, service centers and OEMs.

You can access your aircraft records anytime, anywhere using CAMP web-application or the iCAMP mobile app. iCAMP shows you red, yellow or green compliance status in real time.

CAMP has a team of over 150 technology professionals engaged in product development and management. CAMP constantly develops new features and enhancements to its application and releases it for general use. The customer shall receive all such updates as part of the service provided by CAMP.

RESALE VALUE AND PEACE OF MIND

The value of your aircraft is dependent on the pedigree of your aircraft’s maintenance and records.

Buyers focus on the quality of your maintenance organization and the quality of your maintenance tracking service to determine value.

CAMP demonstrates comprehensive documented maintenance history to prospective buyers (digital compliance records, eLogbook). The CAMP service provides you with the peace of mind that your aircraft is maintained using the most current and accurate maintenance schedule and that your asset’s value is preserved.

PARTNERSHIP PRICING SCHEDULE

The following partnership pricing schedule is provided as an option for payment. This pricing is based on an annual payment schedule for maintenance tracking.

Schedule 1 – 1-year payment schedule for 2026 invoices

Page 5 of 5 Revised 12/02/2024

• Start date and end date for the service is 10/01/2026 – 09/30/2027

• Annually, CAMP may increase its prices by no more than the greater of: (1) five percent (5%);

or U.S. (2) CPI-W. Increases are waived when paying for multiple years in advance

• The pricing listed above is on an annual, per-aircraft basis.

• The above discount is only applicable to aircraft listed under the primary State of West

Virginia Aviation Division.

• The subscription will automatically renew annually over the period of the agreement

By signing this registration form you acknowledge you have received and agree to CAMP’s Terms and Condtions.

Additionally, you certify that (a) neither the aircraft nor its engines have been modified with any part, component, attachment or any other modification that is specially designed or modified for a military or space application, (b) neither the aircraft nor its engines have been exported or re-exported in violation of applicable US export law, and (c) there is no prohibition on any US individual or company providing EHM or any other services to you or your company.

CAMP Systems International, Inc.: State of West Virginia Aviation Division:

wvOASIS Vendor #: 000000114077 State of West Virginia – Aviation Division

999 MARCONI AVE 502 Eagle Mountain Road

RONKONKOMA, NY 11779-7237 Charleston, WV 25311

Name:____________________________ Name:____________________________

Title:_____________________________ Title: _____________________________

Date:_____________________________ Date: _____________________________

TERMS AND CONDITIONS

ARTICLE I: PARTIES

CAMP Systems International Inc. is referred to herein as

“CAMP” and the person or entity acquiring services from

CAMP is referred to herein as "Operator”.

ARTICLE II: RESPONSIBILITIES OF PARTIES

1. Promptly following the effective date of this Services

Agreement and receipt of all required documentation, CAMP shall provide Operator access to the services set forth on the attached form(s) (“Services”), through

CAMP’s on-line management system (the “CAMP

System”).

2. CAMP shall enroll the aircraft identified on the attached form(s), along with all installed propellers, engines, rotables, time controlled parts and accessories

(collectively, the “Aircraft”) and/or engine identified on the attached form(s) (the “Engine”), as applicable, on the

CAMP System and allow the Operator real-time access to the CAMP System via the Internet, to assist the Operator in establishing and monitoring data as required under applicable aviation regulations, airworthiness directives and service bulletins for life limited parts.

3. Using Work Compliance Forms (WCFs), as completed by the Operator, the Services will update the Aircraft and/or

Engine maintenance information and furnish the Operator with, among other things, updated status reports and

WCFs.

4. CAMP will process personal information (e.g., names and contact details) of Operator’s users and individuals associated with the Aircraft or Engines, as applicable for each Service, and data about their interactions with the

Services (the “Subscriber Personal Data” or “SPD”).

Operator hereby instructs CAMP to use and disclose SPD as contemplated in this Services Agreement and as needed to (a) provide the Services; (b) respond to technical problems or queries; (c) communicate about the Services and CAMP’s and its affiliates’ offerings; (d) share or transfer SPD to CAMP’s affiliates and other recipients, including recipients that may be located in the United

States and/or other countries, for their own business purposes; (e) detect, investigate and remediate security incidents, fraud or illegal activities; and (f) comply with applicable laws, regulations, legal processes or government requests. CAMP will maintain appropriate safeguards to protect the SPD taking into account the nature and sensitivity of the SPD. Operator is solely responsible for ensuring that the means by which it acquired SPD and the sharing of such SPD with CAMP for the Services complies with applicable laws and its privacy notices or similar statements. CAMP may aggregate and de-identify SPD and other data obtained through the

Services and use such aggregated data to generate insights.

If the SPD CAMP processes on behalf of Operator is subject to applicable privacy laws, then CAMP will process such SPD in accordance with the CAMP Data

Processing Agreement (“CAMP DPA”), available at

[www.campsystems.com/privacy/subprocessors], as may be updated by CAMP from time to time.

5. CAMP may use all maintenance data for the Aircraft and all engine condition trend monitoring data for the Engine, as applicable, for any business purpose.

6. Operator will furnish to CAMP: (i) all historical baseline data; and (ii) all manufacturer’s maintenance manuals (and any updates thereto) required for CAMP to perform the

Services, for use by CAMP solely to provide the Services.

Operator authorizes CAMP to use the maintenance manuals so that CAMP can perform the Services.

7. Operator will furnish to CAMP in a timely manner, all information required by CAMP to perform the initial set-up and to provide the Services (e.g., in the case of inventory control, model, serial, number, part names and numbers, or in the case of flight scheduling, pilot contact information). Operator acknowledges that CAMP will be unable to provide the Services until receipt of all required data, manuals and other information.

8. Operator will promptly complete and return to CAMP all other ongoing information required to provide the

Services, including without limitation, completed scheduled and unscheduled WCFs.

9. Operator will, and will cause its users to, (a) maintain, manage and keep confidential their user names and passwords for the CAMP System and (b) not transfer or otherwise make available the same to any person or entity, including without limitation, any third party maintenance tracking service provider or otherwise a competitor of

CAMP. Operator will be deemed to reaffirm the foregoing representation each time it or its users access the CAMP

System. CAMP shall not be responsible (and Operator shall be solely responsible) for any unauthorized access to

Operator’s account due to Operator’s failure to properly manage its user names and passwords, including, by way of example, Operator’s failure to remove such employee’s user name and password upon his/her termination of employment.

10. For any excerpt or extract of a maintenance manual, service bulletin or parts catalogue, the CAMP System or the Services provided to Operator through the CAMP

System, the Operator shall: (a) maintain the same in confidence; (b) preserve and protect the confidentiality thereof using no less than reasonable care; (c) not disclose the same, in whole or in part, to any third party; (d) not, in whole or in part: (i) modify, copy, translate into any language, reproduce or make derivatives thereof; or (ii) reverse engineer, reverse compile, reverse assemble or otherwise translate into any human or machine-readable form any portion thereof; (e) use the same only with the

CAMP System and not, in whole or in part, for any other purpose, including but not limited to: (i) designing, creating, developing, reproducing, manufacturing or deriving any design, part, product, material, process, modification, configuration change or repair; (ii) seeking

FAA or other governmental or regulatory approval or acceptance for any of the foregoing; or (iii) any other commercial activity not expressly authorized by CAMP in writing.

ARTICLE III: PAYMENT

1. Upon receipt of an invoice, the Operator shall pay the following non-refundable amounts to CAMP:

a) An initial participation fee as set forth on the attached form(s), for the initial term of this Services Agreement.

The initial term of this Services Agreement and the commencement date for the Services is specified on the attached form(s). The foregoing dates shall apply even if Operator fails to provide to CAMP all information required to begin performance.

b) A one time activation fee specified on the attached form(s) to establish Operator on the CAMP System. In the event Operator adds additional Aircraft and/or

Engines, as applicable, or it is necessary to reactivate an

Aircraft and/or Engine on the CAMP System, Operator https://www.campsystems.com/privacy/subprocessors shall be required to pay the then current activation fee charged by CAMP.

c) Round trip airfare, reasonable expenses and per diem charges incurred by a CAMP analyst in the event

Operator requests (which request will be specified in the

Special Instructions on the attached form(s) or otherwise requested by Operator in writing) a CAMP analyst travel to provide any technical assistance, including but not limited to determining the maintenance status of the Aircraft or Engine.

d) Upon receipt of an invoice prior to each renewal of the

Services, and in any event prior to any renewal date, Operator shall pay CAMP the then current participation fee charged by CAMP.

2. All amounts due hereunder shall be payable in full within

30 days from the date of invoice. Any amounts payable hereunder which are not paid when due shall thereafter bear interest at the rate of 1.5% per month or the maximum amount permitted by applicable law, whichever is less.

Time is of the essence for all payments due hereunder, and if any payment due CAMP is collected at law, or through an attorney-at-law or under advice therefrom, or through a collection agency, Operator will pay all costs of collection, including, without limitation, all court costs and reasonable attorney’s fees. If Operator fails to make any payment when due hereunder, or in the event of other default or breach by Operator of any obligation to CAMP, CAMP shall have (in addition to all rights and remedies

CAMP may have at law or in equity) the option to suspend or terminate all or any part of the Services.

3. Operator shall be solely responsible for, shall pay, and shall indemnify and hold CAMP harmless from, any and all applicable federal, state, or foreign sales, use, withholding, value added, excise or property taxes, all duties and charges, and any interest or penalties with respect thereto, imposed by any governmental authority based on this Services Agreement or on all or any part of the Services. Without limiting the forgoing, if any governmental authority shall impose any withholding tax on the amounts due hereunder, then Operator shall be required to gross up the amounts due to CAMP so that

CAMP receives the full invoiced amount.

4. Operator will be solely responsible for, and will defend, indemnify and hold harmless CAMP and its affiliates, directors, officers, employees, shareholders, representatives, agents, servants, predecessors, successors, and permitted assigns from and against any and all, fines, penalties, claims, liabilities, suits, demands, losses, damages, expenses or costs (including but not limited to attorneys’ fees and costs and court costs) that may result from, arise out of or relate to the Services or this Services

Agreement, including, without limitation, any breach of the representations, warranties, and certifications contained in Article IV hereof.

ARTICLE IV: OPERATOR REPRESENTATIONS &

CERTIFICATION; WARRANTY DISCLAIMER

1. Operator represents that it has a valid and current license to use all maintenance publications and uses and has used a maintenance program approved by relevant authorities for the Aircraft and/or Engine, as applicable.

2. Operator, on behalf of itself and the aircraft owner(s)

(if different), represents and certifies that: (i) the

Aircraft and/or Engine, as applicable, are not described on the International Traffic in Arms

Regulations (ITAR) United States Munitions List and have not otherwise been specially designed, modified or equipped for military, intelligence, surveillance, or reconnaissance functions, including but not limited to gunnery, bombing, rocket or missile launching, electronic and other surveillance, reconnaissance, refueling, aerial mapping, military liaison, cargo carrying or dropping, personnel dropping, airborne warning and control, and military training; (ii) it complies and has complied with all export control, trade and sanctions regulations of the United States, including as they relate to the export of any software, software documentation, technical data or related technologies (collectively, “items”) regarding the

Aircraft and/or Engine, as applicable; (iii) it will not provide or cause to be provided to CAMP (whether directly or by uploading or storing in the CAMP

Systems) any items regarding the Aircraft and/or

Engine that is “technical data” as defined under the

ITAR or is “technology” subject to control under the

EAR for any policy aside from antiterrorism (AT); (iv) it and its end users are not citizens of, located within, or otherwise ordinarily resident in a jurisdiction that is subject to comprehensive U.S. trade sanctions or other significant trade restrictions (including without limitation Cuba, Iran, North Korea, Syria, and the so-called Donetsk People’s Republic, the so-called

Luhansk People’s Republic, and Crimea regions of

Ukraine) and that it and its end users will not access or use the CAMP Services, or export, re-export, divert, or transfer the CAMP Services, in or to such jurisdictions;

(v) it, the aircraft owner(s) (if different), and its end users are not a person or persons identified on any U.S.

government restricted party lists (including, without limitation, the U.S. Department of the Treasury’s List of Specially Designated Nationals and Blocked Persons, Sectoral Sanctions Identification List, and Foreign

Sanctions Evaders List; the U.S. Department of

Commerce’s Denied Parties List, Entity List, and

Unverified List; and the U.S. Department of State’s

Debarred List and proliferation-related lists); and (vi) it, the aircraft owner(s) (if different), and its end users are not owned 50 percent or greater, in the aggregate, directly or indirectly, or otherwise controlled by a natural or legal person or persons described in clause

(v) so as to subject the operator, the aircraft owner(s)

(if different), or the Aircraft itself to sanctions.

3. Operator represents that it understands that the Services are provided to Operator solely as an advisory tool to assist the

Operator in complying with the relevant maintenance program for the Aircraft and/or Engine, as applicable, and are not a substitute for Operator's obligations to monitor and maintain the applicable Aircraft or Engine and related records in accordance with all requirements of the manufacturer and regulatory authorities or otherwise.

Operator is solely responsible for confirming the accuracy of information included with the Services on the applicable

Aircraft and/or Engine and all data and information furnished by or through Operator. Operator will be deemed to reaffirm the representations in Article IV(1) through (3) each time it accesses the CAMP System or makes the payments set forth in Article III.

4. Should any change of 10% or more occur to the ownership interest of the Operator, the Aircraft, and/or Engine, as applicable, or should there be any change to the registration of the Aircraft and/or Engine, Operator shall notify CAMP of such change(s) within 7 business days from the date of the applicable change.

5. CAMP PROVIDES THE SERVICES AND

OPERATOR ACCEPTS THE SERVICES "AS IS"

AND CAMP EXPRESSLY DISCLAIMS ALL

REPRESENTATIONS OR WARRANTIES OF ANY

KIND, WHETHER EXPRESS, IMPLIED OR

STATUTORY, WITH RESPECT TO ANY OF THE

SERVICES, INCLUDING BUT NOT LIMITED TO

ANY IMPLIED WARRANTIES OF

MERCHANTABILITY, NONINFRINGEMENT OR

FITNESS FOR A PARTICULAR PURPOSE OR

ACCURACY. Without limiting the foregoing, CAMP makes no warranties that the Services will comply with the requirements of any law, rule or regulation.

ARTICLE V: EXCUSABLE DELAY; LIMITATION OF

LIABILITY

1. CAMP shall not be liable for any default or delay in the performance of any of its obligations under this Services

Agreement if caused, directly or indirectly, by fire, flood, earthquake or other acts of God; labor disputes, strikes or lockouts; wars, acts of terrorism, rebellions, revolutions, riots or civil disorder; accidents or unavoidable casualties;

interruptions or delays involving third party transportation or communication facilities (including, without limitation, the Internet); supply shortages; laws, treaties, agreements, actions, inactions, rulings, regulations, decisions or requirements of any government, tribunal or government agency; or any other cause, whether similar or dissimilar to those enumerated herein, beyond CAMP’s reasonable control. If the cause of the delay is such as to render performance of this Services Agreement impossible for a period of 90 days or longer, then Operator may terminate this Services Agreement without any further liability on the part of CAMP.

2. In no event shall CAMP’s aggregate liability to Operator in connection with this Services Agreement, including the

Services or any other work performed pursuant to this

Services Agreement, whether arising in contract, tort or under any other legal theory (including, without limitation, negligence or strict liability), exceed the lesser of $15,000 or the amounts paid by Operator to CAMP under this

Services Agreement for the 12-month period immediately preceding the date on which CAMP was first notified by

Operator in writing of any problem or claim. In no event shall CAMP be liable for fines or penalties levied on

Operator by a regulator, lost profits or revenues, indirect, special, incidental, consequential or similar damages arising out of or in connection with this Services

Agreement or performance or non-performance of all or any part of the Services or any other work performed pursuant to this Services Agreement, or for any claim made against Operator by any other person, even if CAMP has been advised of the possibility of such damages or claim.

ARTICLE VI: DURATION OF AGREEMENT

This Services Agreement shall continue in full force and effect until terminated as provided in this Services

Agreement. CAMP may terminate this Services

Agreement at any time if: (i) Operator fails to make any payment due hereunder when the same becomes due and payable or breaches Article II(9) or Article IV(1) or Article

IV(2) hereof, (ii) Operator breaches any other representations or warranties or term of this Services

Agreement or any other operating procedures of CAMP provided to Operator, and fails to cure the same within 10 days after receipt of notice from CAMP, (iii) Operator becomes insolvent or makes any assignment for benefit of its creditors, or (iv) any proceeding is filed by or against

Operator under any bankruptcy or similar laws for the relief of debtors. CAMP also reserves the right to suspend all or part of Operator’s use of the Services immediately and without liability if CAMP reasonably believes that

Operator is in breach of Article IV(1) or if CAMP identifies a potential violation of Article IV(2) as part of its routine screening (in each case, a “Service

Suspension”). In the event of a Service Suspension, CAMP may (a) independently resolve the Service

Suspension or (b) require Operator to provide information reasonably satisfactory to CAMP to confirm Operator’s compliance with Article IV(1) and/or Article IV(2), as applicable. If such evidence is required by CAMP and such evidence is not provided within five (5) business days following the initiation of a Service Suspension, CAMP may terminate this Services Agreement. Neither the expiration or termination of this Services Agreement nor a

Service Suspension shall release Operator from its confidentiality, indemnification and payment obligations hereunder or affect any rights which the Parties may have, including any remedies for breach of this Services

Agreement.

ARTICLE VII: ASSIGNMENT

This Services Agreement may not be transferred or assigned by Operator, even if Operator sells or transfers the Aircraft and/or Engine served by this Services

Agreement, without the express prior written consent of

CAMP. CAMP is expressly permitted to assign this

Services Agreement. This Services Agreement shall inure to the benefit of and shall be binding upon each parties’ permitted successors and assigns.

ARTICLE VIII: MISCELLANEOUS

1. In any contract entered into with the United States government or unit or agency of the United States

Government (the “Government”) or in any contract entered into with any other party which is a subcontract at any tier of a contract entered into with the Government, Operator agrees to notify CAMP of the involvement of the

Government prior submission of the purchase order or purchase of the Services.

2. Any notice pursuant to this Services Agreement shall be sufficiently given if delivered in person or if mailed by registered or certified mail, postage prepaid, to the other party at the addresses specified on the attached form(s), or if transmitted by electronic transmission, to the email address most recently provided by such party with receipt of confirmed transmission. Any party may change the address or email to which notices are to be sent by giving notice to the other party in the manner provided herein.

Operator will notify CAMP within 24 hours of Operator’s receipt of a subpoena related to the Services or this

Services Agreement.

3. The terms and conditions contained in this Services

Agreement constitute the entire agreement between the parties with respect to the Services, and supersede all communications, representations or agreements, either oral or written, between the parties with respect to the matters contained herein. No agreement or understanding varying the terms and conditions of this Services

Agreement (other than CAMP’s operating procedures) shall be binding upon either party unless made in writing and signed by duly authorized representatives of both parties. No failure or delay on the part of CAMP to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall a single or partial exercise by

CAMP of any right or remedy preclude any further exercise thereof or the exercise of any other right or remedy.

4. The validity and effect of this Services Agreement shall be governed by the laws of the State of New York, without regard to its rules regarding conflicts of law. Each party irrevocably submits to the exclusive jurisdiction of the

United States District Court for the Southern District of

New York or any court of the State of New York located in New York County for any and all disputes arising from or in connection with this Services Agreement or the

Services. EACH PARTY HEREBY IRREVOCABLY

AND UNCONDITIONALLY WAIVES, TO THE

FULLEST EXTENT IT MAY LEGALLY AND

EFFECTIVELY DO SO, ANY AND ALL RIGHT TO

TRIAL BY JURY IN ANY LEGAL PROCEEDING

(WHETHER IN CONTRACT, TORT, OR

OTHERWISE) ARISING OUT OF, OR RELATED

TO, THIS SERVICES AGREEMENT.

5. This Services Agreement is between CAMP and Operator.

The aircraft manufacturer related to any Aircraft, and the engine component manufacturer related to any Engine, as applicable, is not party to this Services Agreement and makes no representation or warranty under this Services

Agreement, whether express or implied.

6. Nothing in this Services Agreement conveys, grants, or obligates CAMP to convey or grant a license to any patent, trademark or other CAMP intellectual property right.

7. The Services may periodically provide links to third-party

Web sites (“Third Party Sites”) and/or data, information and materials provided by third parties (“Third-Party

Content”), all of which are provided by CAMP to

Operator and its users for general information purposes only and do not constitute a recommendation or solicitation to purchase or sell any service or products. CAMP does not control, and expressly disclaims any responsibility for, any such Third-Party Sites and

Third-Party Content. Furthermore, CAMP may, in its sole discretion, cease providing Operator and its users access to such Third-Party Sites or Third Party Content via the

Services at any time without any notice and without any liability to Operator or any other person or entity.

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