GENERAL TERMS & CONDITIONS (GTC) FOR TRAINING SERVICES (Dry/Wet Training)

The GTC govern the provision of Training Services to be performed by CAE. All Training Services are subject to the acceptance
by CAE of a Commercial Agreement expressly incorporating the GTC however, any reservation of Training Services by
Customer in the absence of a signed Commercial Agreement shall imply their agreement of the latest proposal made by CAE,
which together with the GTC shall constitute the Contract.
1. DEFINITIONS AND INTERPRETATION:
1.1. The preamble forms part of the GTC.
1.2. Whenever used in the Contract, the following terms have the meaning set out below:
i) CAE means the CAE entity identified in the Commercial Agreement and, when applicable, the Provider(s).
ii) CAE Training Network means the training centres of CAE and/or its affiliates or other entities having an agreement with
CAE enabling them to provide the Training Services.
iii) Commercial Agreement means the document between CAE and Customer for the provision of Training Services.
iv) Contract shall mean the Commercial Agreement and the GTC.
v) Course means each pre-determined set of instructional activities and/or materials structured as a training course and set out
in a Syllabus.
vi) Customer means the entity entering into a Commercial Agreement with CAE for the provision of Training Services.
vii) Customer Representatives means a) Customers employees (whether engaged on a full-time, part-time or contractual
basis) who require the Training Services in the course of their job related duties for Customer and b) if applicable,
representatives of relevant national aviation authorities invited by Customer or to whom Customer may have been authorized
to transferred training credits (those persons identified in a) and b) being collectively referred to herein as Trainees) as well
as c) the instructors supplied by Customer, if Customer is only obtaining Dry Training.
viii) Dry Training means training without a CAE provided instructor.
ix) End Date means the date identified in the Commercial Agreement when the Training Services will stop to be provided.
x) Equipment means the training device(s) identified in the Commercial Agreement used to provide the Training Services.
xi) Original Equipment Manufacturer or OEM means the manufacturer of the equipment for which Training Services are
being provided by CAE.
xii) Parties means CAE and Customer collectively.
xiii) Party means CAE or Customer individually.
xiv) Provider means any capable entity forming part of the CAE Training Network designated by CAE to provide all or part of
the Training Services under the Commercial Agreement.
xv) Start Date means the date identified in the Commercial Agreement, when the Training Services start to be provided.
xvi) Syllabus means a document specifying the contents (i.e. the subjects covered, the training equipment used) and duration of
a Course.
xvii)
Term means the period starting from the Start Date and ending with the End Date; and Term Year means a year
beginning on the Start Date and/or each anniversary thereof and ending on the day prior to such date on the next calendar
year.
xviii) Training Centre(s) means the location(s) forming part of the CAE Training Network identified in the Commercial
Agreement where the Training Services are provided.
xix) Training Material means the Syllabus and any associated materials employed for the Course.
xx) Training Services means the services provided to Trainees at the Training Centre as described in the Commercial
Agreement.
xxi) Training Session means any 4-hour block taken on a full flight simulator (FFS) as well as the related briefing and
debriefing.
xxii)
Training Event means a full course such as refresher, transition, cross cockpit qualification, recurrent, etc.
xxiii) Wet Training means training with a CAE provided instructor.
1.3. Amendment: The Contract may not be amended except by written instrument executed by each of the Parties duly
authorized representatives.
1.4. Headings: The division of the Contract into sections and the insertion of headings are for convenience only.
1.5. Reference: In the GTC, a reference to the Commercial Agreement shall include a reference to all agreements expressly
referred to therein. Unless otherwise indicated, when calculating time periods, the first day shall be omitted in the calculation and
days shall mean calendar days.
1.6. Integral Part & Order of Precedence: The GTC shall form an integral part of the Commercial Agreement. In the event of
inconsistencies, the terms of the Commercial Agreement shall prevail.
1.7. Severability: If any term of the Contract is determined to be invalid or legally unenforceable, all other terms shall remain in
force. If the economic and legal substance of the Contract is affected in any manner materially adverse to any Party; the Parties
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hereto shall negotiate in good faith to modify the Contract, so as to give effect to the intent of the Parties, as far as reasonably
possible.
1.8. Entire Agreement: The Contract constitutes the entire agreement between the Parties and supersedes all prior
understandings with the subject matter hereto. However, if Customer issues a purchase order for the Training Services, any terms
and conditions in such purchase order, other than those expressly accepted by CAE, and in particular any standard terms and
conditions of Customer, be they in small print, printed on the back of such document or incorporated by reference (other than the
Commercial Agreement and the GTC), shall be inapplicable and shall have no force or effect.
2. RESERVATION/ BOOKING PROCESS
2.1. CAE shall have the exclusive right to schedule Training Sessions and Training Events.
2.2. Unless otherwise agreed in the Commercial Agreement, at least 6 months prior to the Start Date, Customer shall provide CAE
with its training requirements from the Start Date for the following 6 months and thereafter shall continue to provide 6 months
advance notice of its training requirements throughout the Term.
2.3. CAE will use reasonable efforts to reserve the Dry Training and Wet Training requested by Customer, in light of its other
obligations towards other customers.
2.4. Unless otherwise specified in the Commercial Agreement, Training Sessions on an FFS are normally booked and charged in
4-hour blocks from 0600 to 0200 of the following day, each day, other than local holidays at the Training Centre. Each 24-hour
period, 4 contiguous hours per FFS are reserved for its maintenance.
2.5. CAE shall advise Customer of its training schedule within a reasonable period prior to the start of such training. The training
schedule is not considered Confirmed until CAE has notified it to Customer.
2.6. In the event Customer fails to use any Training Services during Confirmed bookings, for any reason other than unscheduled
maintenance, Training Services shall nonetheless be fully payable to CAE. Failure of a Customers Representative to show up for,
or to complete, a Confirmed booking for any reason whatsoever (including late arrival of such Representative) does not constitute
a valid reason for non-payment to CAE.
3. CANCELLATION
3.1. Customer shall be entitled to cancel a portion of Customers Confirmed bookings subject to the terms of the Commercial
Agreement and in consideration of the payment to CAE of the financial compensation set out therein.
3.2. Should CAE be successful in finding an alternative customer for the cancelled Confirmed bookings, CAE will reimburse the
cancellation fee paid to CAE, minus CAEs reasonable expenses and administrative fees. However if the cancelled slot is used by
shifting a reservation or booking of another customer that already existed at the time of cancellation, such shift shall not entitle the
Customer to any reimbursement.
3.3. A shift in Confirmed bookings is subject to the same treatment as a cancellation of Confirmed bookings.
4. RATES
4.1. Customer shall pay CAE for the Training Services as set out in the Commercial Agreement. The rates stated in the
Commercial Agreement are exclusive of the following which shall be added to the invoices and paid for by Customer: i) all duties,
taxes or other levies including sales, value added taxes, goods and services taxes, use taxes and all similar type taxes as well as
withholding taxes, as applicable, and ii) all travel and living expenses, if any, of CAE provided instructors.
4.2. Any delay in payment of an invoice shall bear interest as specified in the Commercial Agreement.
4.3. The rates, and other applicable amounts payable to CAE under the Commercial Agreement, will be increased annually as per
the indexation formula specified in therein.
4.4. The rates quoted in the Commercial Agreement are based upon the Equipment and Course contents agreed to by the Parties as
of the date of execution of the Contract. If any changes are required to be made to such Course contents, to the Equipment or to
instructor qualifications whether such changes are due to requirements of Customer and/or any relevant regulatory authority, then
the rates in the Commercial Agreement shall be amended in light of the changes. The amended rates shall become effective as of
the date such changes materialize.
4.5. Customer acknowledges that the rates are exclusive of any Customer Representatives costs related to their attendance at the
Training Centre, such as, without limitation, lodging, transportation (ground and air), meals and other incidental expenses. All
such costs shall all be borne by Customer.
4.6. Suspension: CAE reserves the right to suspend, without notice, any Training Services in the event of failure of payment in
accordance with the Commercial Agreement. All costs incurred as a result of such suspension shall be borne solely by Customer.
4.7. Log: Customer is required to complete, date and sign each Equipment log (the Log) each time Customer uses Equipment
for Dry Training, indicating the number of hours the Equipment was used. In the event of Wet Training the Log will be completed
by the instructor and signed by the Customer. Customer acknowledges that should its Representatives arrive later than the time of
the Confirmed booking, the Confirmed booking time must be inscribed in the Log with a comment indicating the exact start time.
Training Services will be charged on an hourly basis for any time spent in the Equipment and/or training rendered in excess of the
Confirmed booking. CAE is authorized to make and/or correct entries in the Log if Customer has not: a) accurately
reported/completed same; b) signed the Log; or c) used the Equipment, even though it had a Confirmed booking. Based on the
Log, CAE will prepare a monthly report stating the Dry Training hours spent on any Equipment and any Wet Training and will
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forward such report to Customer after the end of each month. In the absence of manifest errors, the Log shall be conclusive
evidence as between the Parties of the actual hours of usage of the Equipment and rendered Training Services.
5. COMPLIANCE WITH LAWS
5.1. Customer is responsible for ensuring that all its Representatives comply with all applicable laws, rules, regulations, company
practices, directives and codes of conduct in the relevant Training Centre(s) as well as with the terms of the Contract.
5.2. Pursuant to the U.S. Aviation and Transportation Security Act (ATSA) and the U.S. Department of Homeland Security
(DHS) rules (as amended), detailed information must be provided to the DHS on any non-US citizen desirous of obtaining
training at a facility in the US or outside of the US leading to US pilot licence or certification.
5.3. (For Wet Training) CAE shall be responsible to seek approval from the DHS in accordance with Clause 5.2 hereof in order
for any Trainee who is a non-US citizen to receive Training Services. To ensure timely receipt of approval from the DHS,
Customer shall provide CAE, a minimum of 50 days prior to the start of the Training Services, with any required detailed
information, which may include without limitation the Trainees fingerprints, photograph, passport information, visa information
(if a visa is required in the country of the Training Centre), certifications and aircraft ratings. Receipt of DHS approval is required
before CAE can provide Training Services. Cancellation of a Confirmed booking by CAE due to Customers failure to comply
with the ATSA/DHS requirements during the above time frame, or due to the DHS failure to approve a Trainee, is not a valid
reason for non-payment of financial compensation to CAE on the same basis as if it were a cancellation under Clause 3 hereof.
5.4. (For Dry Training) Customer shall be responsible to obtain the approval from the DHS to provide such training to a non-US
citizen and, prior to the start of such training, Customer shall provide CAE with written evidence of such approval. CAE shall
cancel any Confirmed booking where Customer has failed to provide CAE with this written evidence and, in such case, financial
compensation shall be payable to CAE on the same basis as if it were a cancellation under Clause 3 hereof.
5.5. If CAE is not providing any Training Services to Customer under the Commercial Agreement leading to Trainees obtaining a
US licence, then Clauses 5.3 and 5.4 shall not apply. In the event that Customer wishes to obtain Training Services from CAE
leading to a US license, then Customer acknowledges that the provision of any such training by CAE will be subject to prior
written notification to CAE, and amendment to the existing Commercial Agreement or the entering into of a new Commercial
Agreement, to ensure compliance with the requirements set out in this Clause 5.
6. USE OF EQUIPMENT
6.1. Customer recognizes and agrees that it shall not have any ownership claim or right to the Equipment or any other property in
the Training Centre.
6.2. Customer agrees to prudently use the Equipment and any other property in the Training Centre to which it has access, and
recognizes that it will be responsible for any losses, damages, costs, expenses and fees directly or indirectly related to the use of
the Equipment or of any other property, contrary to the terms hereof. In all cases where CAE provides Dry Training, Customer
shall ensure that its instructors have the knowledge, skills and qualifications necessary to use the Equipment and shall provide
proof of same to CAE.
6.3. If a deficiency in the Equipment materially affects the portion of the training to be or being done by Customer, Customer will
be entitled to continue with the training, in which case it will be deemed to have successfully met the training objective, or to
suspend the training. In all cases Customer shall promptly report any deficiencies in the Equipment to CAE. If Customer suspends
the training, CAE shall promptly address any such deficiencies and Customer shall be advised of the schedule proposed by CAE
to effect such corrections. CAEs liability for Confirmed Training Session/Training Event lost as a result of such deficiencies will
be limited to the rescheduling of such Training Session/Training Event within a reasonable period, at mutually agreeable time and
for such period of time required to achieve the training objective of the suspended Training Session/Training Event.
6.4. In view of the nature of the services provided hereunder, Customers Representatives must be fluent in English.
7. COURSES
7.1. Each Party recognize that a) it has no ownership claim or right to the Training Material provided by another Party; and b) that
any such Training Material is proprietary to the Party providing it and can be used solely for the Training Services hereunder. The
Party providing the Training Material for the Training Services i) warrants that it has the rights to provide same for the purposes
hereof and shall indemnify and hold the other Parties harmless from any loss, damage, liability, cost or expense as a result of a
breach of the foregoing warranty; and ii) is responsible to ensure that any necessary regulatory authority approvals of the
Course(s) (including the Syllabus) are obtained prior to the start of the Training Services and maintained throughout the Term.
Any Party receiving Training Material shall i) protect and keep same in confidence, prudently and diligently and as a minimum by
using at least the same degree of care and safeguard as it uses to protect its own proprietary information but no less than
reasonable care; ii) not make available or otherwise disclose such Training Material or any part thereof to any third party (except
Customer and applicable regulatory authorities) without the prior written consent of the provider; iii) provide access to such
Training Material only to its representatives having a need to know, and who have assumed confidentiality obligations.
7.2. In the event that CAE provides any Wet Training, Customer shall provide to CAE, at no cost, one copy of all relevant
standard operating procedures and OEM manual(s) (including, in the case of pilot training, aircraft operating manuals and quick
reference handbooks) and shall warrant that it has the rights to provide same to CAE for the purposes hereof and shall indemnify
and hold CAE harmless from any loss, damage, liability, cost or expense as a result of a breach of the foregoing warranty. Any
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Training Material produced by CAE on the basis of any such documentation shall be proprietary to CAE.
7.3. If Wet Training consists of a Course which is not a CAE-developed Course, Customer shall provide to CAE at least 6 months
prior to the Start Date: i) a description of such Course and ii) the Syllabus (including a description of the instructor qualifications
required to teach each portion of the Syllabus) and related Training Materials. CAEs obligation to provide Wet Training for such
Course shall be subject to CAEs review and approval of such Course (including the Syllabus) and related Training Materials.
7.4. CAE shall deliver to each Trainee a certificate of completion of approved training upon his/her successful completion of the
portion of the Course provided by CAE. If Wet Training consists of a CAE-developed Course, CAE shall prepare and manage
each Trainees training records. If Wet Training consists of CAE delivering a non-CAE-developed Course, Customer shall prepare
and manage each Trainees training records. Notwithstanding, in all cases where Wet Training is provided by CAE, CAE
instructors shall fill in and sign each Trainees training records with respect to the portion of the Course provided by CAE, except
that responsibility for each Trainees final documentation shall remain with the entity providing the final check-ride to such
Trainee.
7.5. Customer recognizes that it shall at all times be responsible for the selection of the Trainees to ascertain that they meet the
minimum entry level requirements of the Course in which they will participate as indicated in the Syllabus of that Course.
Customer shall be responsible for any liability with respect to the entry knowledge level of the Trainees. CAE shall not be deemed
to be in breach of its obligations if any Customer Representative does not meet proficiency levels and fails a Course.
8. TERMINATION
8.1. The Contract may be immediately terminated by CAE or Customer if the other: i) files a voluntary petition in bankruptcy, ii)
is adjudicated bankrupt or insolvent by a competent authority, iii) loses legal control of its assets, iv) makes any assignment for the
benefit of its creditors; or v) generally suffers a detrimental change in its financial position and has failed to provide a solvency
opinion from independent financial advisors/auditors within three (3) business days of written request. In the event of any such
termination, CAE shall be entitled, in addition to claims for outstanding amounts, to the termination fees specified in the
Commercial Agreement, up to the maximum allowed by law.
8.2. In the event that a material breach of the Contract is committed by a Party, then the other Party shall have the right to
terminate the Contract if the breaching Party has not taken reasonable action to correct such breach within a) 3 business days of
written notification by the non-breaching Party should the breach concern a delayed payment or b) 30 days of written notification
by the non-breaching Party for any other breach or such extended period agreed upon by the non-breaching Party. Termination in
such an event shall be immediate and the non-breaching Party shall be entitled to all remedies available at law or otherwise.
9. OPERATION AND MAINTENANCE
9.1. CAE shall be responsible for the daily operation, maintenance, repair and support of the Equipment and shall maintain the
Equipment in sufficiently good mechanical order and working condition to comply with its obligations under the Contract.
10. CONFIDENTIALITY
10.1.
Customer acknowledges that the Equipment and Training Materials as well as any other items, whether hardware,
software or documentation, that may be viewed by Customer and/or its Representatives during the course of the Contract, unless
specifically provided by Customer, are proprietary to CAE (the Proprietary Items) and are provided to Customer solely for the
Training Services. Customer agrees to use only such Proprietary Items authorized by CAE and in the manner prescribed by CAE.
Customer further agrees that neither it nor any of its Representatives shall copy, ghost, export or derive training material and/or
devices from any of the Proprietary Item, nor reverse engineer, screen scratch, decompile, disassemble, attempt to revert the
source code, disclose, transfer or distribute to anyone (except as may be authorized herein) any of the Proprietary Items nor, unless
specifically authorized to do so by CAE, remove any of the Proprietary Items and any material related thereto, or any part thereof,
from the location where the Training Services are provided. Customer shall not reproduce the Proprietary Items by any means
including by drawings, sketches or pictures, by camera, videos or the use of any other type of technology. CAE agrees to similarly
hold in confidence any Training Material provided by Customer.
10.2.
The Parties agree to keep confidential the terms and conditions of the Contract.
10.3.
Customer is responsible for ensuring that all its Representatives have been informed of Customers obligations under the
GTC, and more specifically of the undertakings indicated in this Clause 10 and that all its Representatives are bound by
confidentiality undertakings.
10.4.
Customer further recognizes that CAE will need personal Trainee information with respect to the provision of the
Training Services. Customer undertakes to obtain the Trainees consent to the release of personal information for the above
purposes. CAE undertakes to take reasonable measures to protect such personal information.
11. INDEMNITY AND INSURANCE
11.1.
Unless and to the extent caused by the wilful misconduct or gross negligence of CAE, its directors, officers, agents,
employees, instructors or representatives (collectively Personnel), CAE shall not be liable for and Customer agrees to indemnify
and hold harmless
i) CAE, its affiliates, subcontractors, suppliers, and their respective Personnel; and
ii) any party having rights over the Equipment or the Training Centre as their interest may appear;
(collectively referred to as the Indemnitees) from and against any and all claims, judgements, damages, liabilities and losses,
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including costs and expenses incidental thereto, of any nature whatsoever and regardless how caused, arising out of or attributable
to the performance or non performance of the Training Services or any other matter related to the Contract including, without
limitation, injury or death of any person or damage to or destruction of the property of any person including of Customer and
Customer Representatives.
11.2.
Without limiting the above-mentioned obligations, Customer shall maintain at its own expense:
11.2.1. insurance in accordance with applicable legislation and industry standards; and
11.2.2. workers compensation insurance, or its equivalent as required by applicable law, covering its Representatives, and
employers liability insurance in an amount not less than One Million (1,000,000) US dollars per occurrence. Customer
acknowledges that it shall be responsible to address the claims arising out of injury or death of its Representatives and
will indemnify and hold harmless CAE from any such claims. CAE shall not be liable for any costs or expenses arising
from any accidents to, or sickness or death of, any Customer Representatives; and
11.2.3. aviation liability insurance if the Training Services concern pilot training and aviation products liability insurance if the
Training Services concern maintenance training; in each case through company(ies) reasonably acceptable to CAE, in
amounts not less than the applicable amounts stated in Annex 1 attached hereto. Such insurance shall: a) include,
without limitation, coverage for aircraft liability (if pilot training is provided), passenger legal liability (if pilot training
is provided), contractual liability and personal injury (it being understood that for personal injury only there is a sublimit of Twenty-Five Million (25,000,000) US dollars per occurrence); b) name the Indemnitees as additional insured
with respect to liabilities arising out of this Agreement (if pilot training is provided); c) acknowledge the existence of the
indemnity provisions of this Clause 11 and insure the obligations therein, subject to the insurance policys terms and
conditions; d) contain a waiver of subrogation against the Indemnitees; e) state that there will be no recourse against
Indemnitees for payment of premiums and f) unconditionally obligate the insurer to notify CAE in writing, at least 30
days in advance in the event of a material change, reduction or cancellation of such coverage.
11.3.
Customer will provide CAE, 30 days prior to the provision of any Training Services, with certificate(s) of insurance and
copies of any endorsements and/or cover notes, renewable on an annual basis, evidencing all the insurance coverage required
pursuant to this Clause 11. Customer shall provide renewal certificates at least 30 days prior to the expiration of coverage.
Customer must provide annual evidence of on-going insurance coverage i) for the insurance coverage required pursuant to Article
11.2.2: throughout the Term and ii) for the insurance coverage required pursuant to Article 11.2.3: for as long as the
equipment/aircraft for which the Training Services are provided is in use by Customer.
11.4.
The Indemnitees have the right to carry, at their own expense, additional and separate insurance for their own benefits,
without limiting Customers above-mentioned obligations. Customer acknowledges that Customers insurance will be primary
without right of contribution from any other insurance that may be carried by the Indemnitees.
12. LIMITATION OF LIABILITY:
12.1.
CAE WILL NOT BE RESPONSIBLE FOR THE COMPETENCY OF ANY CUSTOMER REPRESENTATIVES RECEIVING TRAINING
SERVICES PURSUANT TO THE CONTRACT OR FOR THE OPERATION, SERVICING, REPAIR OR MAINTENANCE OF ANY
EQUIPMENT/AIRCRAFT BY SUCH CUSTOMER REPRESENTATIVES AFTER COMPLETION OF SUCH TRAINING SERVICES. CAE DOES NOT
GUARANTEE THAT ANY CUSTOMER REPRESENTATIVE RECEIVING TRAINING SERVICES PURSUANT TO THE CONTRACT WILL ACHIEVE
THE NECESSARY PROFICIENCY TO QUALIFY FOR ANY LICENSE, CERTIFICATE OR RATING ISSUED BY ANY REGULATORY AGENCY OR
GOVERNMENT AUTHORITY. TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER HEREBY WAIVES ANY AND ALL WARRANTIES
OR GUARANTIES IN CONNECTION WITH THE SERVICES AND FACILITIES PROVIDED HEREUNDER, EXPRESS OR IMPLIED WARRANTY
ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, ANY WARRANTY OF FITNESS FOR ANY
INTENDED PURPOSE OR ANY WARRANTY OF MERCHANTABILITY.
12.2.
OTHER THAN AS PROVIDED IN CLAUSE 9 (OPERATION AND MAINTENANCE) AND IN CLAUSE 11 (INDEMNITY AND
INSURANCE), CAE SHALL NOT BE LIABLE TO CUSTOMER, UNDER ANY CIRCUMSTANCES, FOR ANY LOSSES, DAMAGES, LIABILITIES,
COSTS, FEES OR EXPENSES (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR PROFIT OR FOR ANY SPECIAL, CONSEQUENTIAL,
INDIRECT, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES) INCURRED AS A RESULT OF, ARISING OUT OF OR IN RELATION TO THE
CONTRACT AND/OR THE TRAINING SERVICES PROVIDED, OR LACK THEREOF. CAE IS NOT RESPONSIBLE FOR ANY PERSONAL
PROPERTY OF CUSTOMER OR CUSTOMER REPRESENTATIVES LEFT AT THE TRAINING CENTRE. CAES MAXIMUM LIABILITY UNDER, IN
CONNECTION OR RELATED TO THE CONTRACT SHALL BE LIMITED IN THE AGGREGATE TO THE FUNDS ACTUALLY RECEIVED BY CAE
FROM CUSTOMER UNDER THE CONTRACT, NET OF TAXES, DURING THE FIRST 12 MONTHS OF THE TERM.
13. GOVERNING LAWS & DISPUTE RESOLUTION
13.1. The Contract shall be governed and interpreted in accordance with the laws identified in the Commercial Agreement.
13.2. Any dispute arising out of or relating to the Contract of the performance thereof which can not be amicably settled within 15
days by a representative of each of CAE and Customer, as applicable, one level above the head of the department responsible for
the matter subject to the dispute, shall be brought before the courts identified in the Commercial Agreement, without prejudice to
the right of a Party to initiate legal proceedings in a court that may have competency pursuant to the applicable laws. Each Party
hereby attorns to the jurisdiction of such courts to the exclusion of any other forum, waives any objection which it may have to the
laying of the venue of any suit, action or proceeding in any of such courts; and further waive any right that it may have to assert
the defence of forum non-conveniens in any such suit, action or proceeding.
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13.3. Notwithstanding the above, i) if the dispute relates to a third party claim brought in a different jurisdiction then the dispute
may be brought before such jurisdiction; and ii) in the event of a breach of Clause 10 (Confidentiality) causing serious and
irreparable harm which may not be adequately compensated for in damages, then each harmed Party, aside from any other remedy
which it may have, may obtain injunctive relief from any court of competent jurisdiction and each breaching Party consents to
same being issued against it to restrain it from any further breach.
14. MISCELLANEOUS
14.1. No Waiver: Failure, even repetitive, of a Party to enforce or require the carrying out of any provisions of the Contract shall
in no way be construed as a waiver of such provisions or affect the validity of the Contract.
14.2. Notices: Notices or communications pertaining to the Contract must be given in writing and delivered to the addressee at the
address indicated in the Commercial Agreement (or such change thereto duly communicated in writing to the other Parties) by
hand, reputable international courier, or fax, and, if so delivered shall be deemed to have been received by the addressee on the
day on which it shall have been actually received, signed as received or, if faxed, upon the next business day following electronic
acknowledgement.
14.3. Transfer, Assignment, Subcontract: Unless expressly authorized in the Commercial Agreement, Customer shall not,
directly or indirectly, assign or transfer the Contract (including but not limited to by way of a change of control), except with
CAEs prior express written consent. CAE may, without Customers consent: a) grant security interest on any of the Equipment
and/or on any Training Centre as well as on the Commercial Agreement, as it relates to financing of same; b) assign and/or
transfer CAE's interest, rights and/or obligations to an entity which succeeds to substantially all of its assets or rights in any of the
premises where the Training Services are given provided that in each case such assignee/transferee agrees, in writing, to comply
with all obligations contained herein relating to such assigned and/or transferred rights and/or obligations; c) assign and/or transfer
its rights to receive payments hereunder; and/or d) assign, transfer or subcontract, in whole or in part, the performance of the
Training Services to Provider(s). CAE shall diligently notify Customer in the event of any assignment and/or transfer complying
with this Clause 14.3. Customer agrees to diligently execute any reasonable documentation requested by CAE evidencing the
foregoing.
14.4. Force Majeure/Excusable Delay: Dates and times by which CAE is required to perform any obligations shall be postponed
automatically for the period of time that CAE is prevented from meeting such obligations by reason of any cause beyond its
reasonable control, provided CAE promptly notifies Customer of the commencement and nature of such cause and the probable
consequences thereof. However, CAE shall use all reasonable efforts to minimize the effects of any excusable delay hereunder.
Customer acknowledges that its failure to comply with the ATSA and DHS requirements stated in Clause 5 hereof, if applicable,
and/or the requirements stated in Clause 11.3 hereof, shall be considered to be an excusable delay for CAE.
14.5. Independent Contractors: No Party is the agent of any of the other Parties for the purposes of the Commercial Agreement
and nothing herein shall be construed as authorizing a Party to act as any of the other Parties agent. Notwithstanding any other
provisions of the Contract, the Commercial Agreement is not to be construed as a joint venture, partnership, agency, incorporation
or business association. Each Party hereto shall remain an independent contractor.
14.6. Survival: Termination or expiration of the Contract shall not affect the rights or obligations of any Party hereto: a) with
respect to any payment for Training Services rendered prior to the date of termination; b) pursuant to Clause 10 (Confidentiality),
Clause 11 (Indemnity and Insurance), Clause 12 (Limitation of Liability) and Clause 13 (Governing Laws & Dispute Resolution)
respectively; or c) pursuant to any other provision of the Contract that, by its nature and context, is intended to survive.
14.7. Language: The Parties declare that they have requested and hereby confirm their express wish that the Contract and all
related documents be drawn up solely in the English language.
[Remainder of the page is blank Annex 1 to GTC follows on next page]

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Annex 1
Aviation or Liability Insurance and Products Liability Insurance Limits Required of Customer (*)(**)
($ = US $)
(MM = Millions)
Type of aircraft
Type of Customer

If Commercial aircraft

If Business jet

If Helicopter

$500 MM or EC Regulation
COMMERCIAL
785 (as it may be amended
(cargo and passenger
aircraft, including training of during the Term), whichever
pilots and technicians
is greater (***)
sponsored by airlines)

$ 100 MM or EC Regulation
785 (as it may be amended
during the Term), whichever is
greater (***) (except for
VLJs)

$50MM or EC
Regulation 785(as it
may be amended
during the Term),
whichever is greater
(***)

And

If VLJ:
$50 MM or EC Regulation 785
(as it may be amended during
the Term), whichever is greater
(***)

CHARTER MGT
COMPANY
(pure charter with pilot, e.g.
air taxi license);
(charter mgt: individuals hire
company to manage aircraft)

INDIVIDUAL WHO
OWNS AIRCRAFT
(for personal use only)

Same as above

Same as above, except for

VLJs

$ 5 MM

If VLJ: $5 MM

(*) This chart does not apply to the provision of Training Services to ab-initio schools, for which insurance
requirements will be established on a case by case basis.
(**) Where the Training Services involve in-flight training in aircraft, prior to the commencement of such services,
Customer shall provide a) aircraft public liability covering the operation of the aircraft with limits not less than limits
referenced in this chart, as well as b) an all risks ground & flight hull insurance on an agreed value basis, with a
waiver of subrogation extended to the Indemnitees.
(***) It being understood that a sub-limit of $25 MM may be applicable to personal injury liability insurance
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CAE GTC Training Services (without entitlement concept) v 02-2009.doc

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