This Consulting Agreement (“Agreement”) is made by and between Fractrade, Inc. (“Fractrade”), and the individual or company listed below as the Client (“Client”) and shall be collectively referred to as the “Party” or “Parties.”

NOW THEREFORE, the Client and Fractrade understands, warrants and agrees to the following:
Fractrade will function as an advisor to the Client and assist with the selection of a private aircraft solution.  As part of this effort, the following shall be provided:
    
            - resourcing multiple aviation options for aircraft and support services 
            - desktop appraisals for aircraft values
            - cost analysis and comparison (charter, jet cards, fractional, whole aircraft)
            - market analysis to determine trends and estimate future values of aircraft
            - operating cost calculations and forecasted expenses
            - contract review to identify beneficial or detrimental language
            - key areas identified for cost savings and improved negotiation

Fee Schedule
‍A non-refundable Fee of $7,500 will be due to Fractrade prior to the commencement of services described in this agreement. Any expenses due by the Client to third parties, lien holders, partners or banking institutions are the sole responsibility of the Client and not shared by Fractrade nor deducted from the Fee. 
TravelIf during the Term of this Agreement, Client requests Fractrade to travel and approves the expense in writing prior to the travel then the Client agrees to reimburse Fractrade for the actual costs of such travel.  This reimbursement is due immediately upon invoicing and is in addition to Fractrade’s Fee.

Representations
‍Fractrade is not responsible for the acts, warranties, or service provided by the aircraft manager, its affiliate companies, the Aircraft Interest(s) or the operator of the Aircraft Interest(s), which are outside of Fractrade's control. 
The Parties understand that neither Party, including their agent(s), is representing themselves as the service or program provider.  All pricing, terms and information have been provided by the Seller and are specific to the Interest that is being assigned and does not necessarily reflect the pricing and terms standardly issued by the program.
Fractrade frequently works as a dual-agent assisting both buyers and sellers, including clients and industry providers, at the same time on the same or similar aircraft or project. This Agreement does not hinder or negate Fractrade’s ability to receive compensation from another source.
The Client represents that it has the full capacity to engage Fractrade in this Agreement.

Confidentiality and Nondisclosure
‍The Parties acknowledge that they will provide information necessary for performance of this Agreement.  All information obtained or any processes learned by Fractrade or the Client shall be deemed confidential and proprietary, except that confidential and proprietary information does not include any information that (i) at the time of its disclosure, was in the public knowledge other than as a result of its disclosure by receiving Party; (ii) was or becomes available to receiving Party on a non-confidential basis from a third party not bound by an obligation of confidentiality to disclosing Party; (iii) was in receiving Party’s possession, with no restriction on disclosure, before receipt from disclosing Party.  The Parties agree to safeguard all Confidential Information with the same degree of care with which each protects its own confidential information and will not use or disclose confidential information without the prior written consent of the other Party or as required by law. These obligations of confidentiality shall survive the termination of this Agreement.

Counsel, Jurisdiction and Forum
‍The Parties agree that each has received, or has had adequate opportunity to receive the advice of its respective financial and legal counsel regarding the contents of this Agreement.  In addition, neither Fractrade nor the Client represents themselves as legal or financial advisers to each other.
This Agreement is required to be interpreted and enforced under the laws of the State of South Carolina which shall have personal jurisdiction regarding disputes or legal matters with respect to this Agreement. The Parties agree that should either Party prevail in a lawsuit, action or proceeding against the other Party then the prevailing Party shall be reimbursed by the losing party for expenses associated with such lawsuit, including reasonable attorney's fees, in addition to any damages that a court may award.

Indemnity
‍Fractrade agrees to indemnify, defend, and hold harmless Client and Client’s parents, affiliates, co-lessees, joint-Interest(s) owners, trustees, customers, contractors, and each of their respective owners, officers, directors, members, managers, employees, representatives, and invitees from and against any and all claims, demands, liabilities, damages, losses, actions, judgments, costs, and expenses (including attorneys’ reasonable costs and expenses) brought or alleged by Fractrade or any third party arising out of Fractrade’s performance under this Agreement or Fractrade’s fault, failure, negligence, or liability without negligence.
Client agrees to indemnify, defend, and hold harmless Fractrade from and against any and all claims, demands, liabilities, damages, losses, actions, judgments, costs, and expenses (including attorneys’ reasonable costs and expenses) brought or alleged by any third party arising out of Client’s performance under this Agreement or Client’s fault, failure, negligence, or liability without negligence.

Entire Agreement, Severability; Counterparts; Authority
‍This Agreement constitutes the complete agreement of the Parties with respect to the subject matter hereof and supersedes all other agreements or representations between the Parties that relate to the Aircraft Interest(s).  If any part of this Agreement is judicially declared invalid, unenforceable, or void because it is inconsistent with, violative of, or contrary to any applicable law, ordinance, code, rule, statute, or regulation, such declaration shall not have the effect of invalidating or voiding the remainder, and such part shall be modified to the extent required to make it enforceable, or, if necessary, the Agreement shall be deemed to be amended to delete such part and the remainder shall have the same force and effect as if such part had never been included herein.
This Agreement may be executed in multiple counterparts, each of which shall, for all purposes, be deemed an original but that together shall constitute one and the same instrument. Each Party represents and warrants that the person signing this Agreement on its behalf has authority to sign this Agreement and bind the Party hereto. 
A copy of this Agreement transmitted by facsimile or other means of written communication or duplication, including a scanned copy sent via e-mail, bearing a reproduction of original signatures or initials, shall have the same validity and legal effect as, and shall be deemed to be, an original of this Agreement.  

Term, Activation and Termination
‍This Agreement shall become active for a period of 180 days (“Term”) upon Fractrade’s receipt of both the Fee and the Parties signatures to this Agreement (“Activation”).  Fractrade’s services shall commence immediately upon Activation.
This agreement shall terminate the earlier of a.) Fractrade's receipt of the Client's written notification b.) completion of the aircraft purchase and closing, or c.) completion of the Term. There shall be no further services or responsibilities due to the Client from Fractrade, unless separately contracted for between the Parties and all Fees shall remain due and payable.

Currency and Escrow
‍All transactions shall be interpreted and transacted in U.S. Dollars.