Aircraft Charter Agreement (Part 135)

AIRCRAFT CHARTER AGREEMENT (PART 135)

PARTIES

This Aircraft Charter Agreement (this "Agreement") is made and entered into as of [_____________________________] (the "Effective Date"), by and between:

CHARTER OPERATOR:

[_____________________________], a [State] [Corporation/LLC/Partnership], holding Federal Aviation Administration Part 135 Air Operator Certificate No. [_____________________________], with principal place of business at [_____________________________] ("Operator"); and

CHARTERER:

[_____________________________], a [State] [Corporation/LLC/Individual], with principal place of business at [_____________________________] ("Charterer").

RECITALS

WHEREAS, Operator holds a valid FAA Part 135 Air Operator Certificate authorizing scheduled and on-demand commercial air transportation;

WHEREAS, Operator maintains insurance, crew qualifications, and operational procedures meeting all applicable requirements of 14 CFR Part 135;

WHEREAS, Charterer desires to engage Operator to provide on-demand air charter services on a per-flight basis for transportation of passengers and cargo;

WHEREAS, Charterer understands and acknowledges that this Agreement is for on-demand charter air transportation services and does NOT constitute a dry lease, aircraft purchase, time-share arrangement, or fractional ownership agreement;

WHEREAS, Charterer understands that operational control of all aircraft and flight operations shall remain exclusively with Operator, and Charterer shall not direct, supervise, or otherwise control any operational matter including flight planning, crew selection, weather decisions, or maintenance;

WHEREAS, The parties intend that all operations shall comply with 14 CFR Part 135 and be conducted as legitimate commercial air transportation, not as private carriage under 14 CFR Part 91;

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows:

1. DEFINITIONS

"Accommodation" means any lodging, meals, or other services provided by Operator for crew or equipment beyond the scope of direct flight operations.

"Block Hour" means the time from the moment the aircraft doors close for departure until the moment the aircraft doors open at the destination or return point, inclusive of taxi time.

"Cancellation Fee" means the charge imposed by Operator if Charterer cancels a confirmed charter flight in accordance with Section 8 of this Agreement.

"Charter Flight" or "Flight" means a single segment of air transportation from one airport to another, as identified in a Trip Request.

"Fuel Surcharge" means the additional charge calculated and assessed per Block Hour based on jet fuel price fluctuations, as detailed in the Rate Schedule.

"Operational Control" means the power to direct and oversee the performance of all phases of flight operations, including authority to make final decisions regarding flight planning, crew deployment, weather go/no-go, maintenance, and safety matters.

"Part 135" means Title 14 of the Code of Federal Regulations, Part 135 (Commuter and On-Demand Operations).

"Positioning Leg" or "Deadhead" means flight time and Block Hours when the aircraft is flown empty to reach the first passenger pickup location or return to base after final drop-off.

"Rate Schedule" means the document attached as Exhibit D, setting forth hourly rates, fuel surcharge formulas, and all other charges.

"Trip Request" means the written request submitted by Charterer to Operator specifying desired flight dates, times, departure and destination airports, number of passengers, and special requirements.

2. CHARTER SERVICES

2.1 Scope of Service. Operator agrees to provide on-demand air charter transportation services on a per-flight, per-trip basis. Each charter flight is a separate engagement under this Agreement and requires a separate Trip Request (Section 7).

2.2 On-Demand Basis. Charters are provided on an on-demand, space-available basis. Operator maintains sole discretion to accept or decline any Trip Request based on aircraft availability, crew scheduling, weather forecast, operational constraints, or any other legitimate business reason. Operator shall provide written notice of acceptance or declination within [24] business hours of Trip Request receipt.

2.3 Per-Flight Confirmation. Each accepted Trip Request shall be confirmed in writing by Operator, specifying:

• Proposed flight date(s) and departure/arrival times
• Aircraft type, model, and tail number
• Final hourly rate and estimated charges
• Specific cancellation terms for that flight
• Any special conditions or restrictions

2.4 Scheduling Priority. Operator's scheduled commercial and freight services and maintenance events shall take priority over charter flights. Charterer acknowledges that Operator may modify or cancel charter flights to accommodate higher-priority operations, subject to the provisions of Section 8 (Cancellation Fees and Refunds).

3. OPERATIONAL CONTROL

3.1 Retention by Operator. Operational control of all aircraft, crew, and flight operations shall remain exclusively and at all times with Operator. Operator shall exercise sole discretion and authority over:

• Flight planning and routing
• Crew selection, assignment, and authority
• Weather evaluation and go/no-go decisions
• Maintenance and airworthiness determinations
• Compliance with all regulatory requirements
• Safety decisions and emergency procedures
• Deviation from planned routing or schedule due to weather, mechanical issues, or ATC directives

3.2 Charterer Restrictions. Charterer shall NOT:

• Direct, request, or suggest any operational decision or procedure
• Interfere with or attempt to influence crew decisions
• Request operation outside regulatory limits or in violation of Operator's Operating Procedures
• Assume or attempt to assume command or any operational authority over the aircraft or crew
• Require operation in known hazardous weather, icing, or other unsafe conditions

3.3 Compliance with Regulations. Operator shall comply with all applicable FARs, including 14 CFR Part 135 operational requirements, duty time rules (14 CFR § 135.63), and crew rest provisions. Charterer shall cooperate with all regulatory compliance measures.

4. AIRCRAFT

4.1 Aircraft Description. The aircraft to be used for charter flights shall be as specified in the Trip Request confirmation. Aircraft shall typically be:

• Make and Model: [_____________________________]
• Tail Number: [N_____]
• Typical Configuration: [______ passenger seats, [______] crew positions, [______] cu. ft. cargo capacity]
• Minimum Equipment: Autopilot, IFR-certified avionics, weather radar (if available), passenger safety equipment per 14 CFR Part 135

4.2 Aircraft Substitution. Operator reserves the right to substitute aircraft of similar or superior class and capability if the primary aircraft becomes unavailable due to maintenance, mechanical issues, or regulatory grounding. Operator shall provide notice of substitution as soon as practicable.

4.3 Passenger Capacity. Charterer shall not request more passenger seats than the aircraft can safely accommodate per its airworthiness certificate and loading limitations. Operator shall enforce maximum passenger and weight limits.

4.4 Airworthiness. Operator warrants that all aircraft shall be maintained in an airworthy condition compliant with 14 CFR Part 91, Subpart E and Part 135 maintenance requirements before each flight.

5. CREW

5.1 Pilot Qualifications. All pilots assigned to charter flights shall hold:

• Current Commercial or Airline Transport Pilot certificate appropriate to aircraft type
• Valid medical certificate (First Class for Part 135 operations)
• Type rating (if applicable)
• Currency as required by 14 CFR § 135.63 (within preceding 12 months: 3 takeoffs/landings in type; within preceding 6 months: 3 full-stop landings in type)
• Part 135 recurrent training and competency checks per 14 CFR § 135.295

5.2 Second-in-Command. Operator shall assign a second-in-command (first officer or additional pilot) on all flights, as required by 14 CFR § 135.99 or Operator's Operating Procedures.

5.3 Duty Time Compliance. All crew shall comply with flight and duty time limitations under 14 CFR § 135.63, including:

• No more than 8 flight hours per 24-hour period (or per Operator's authorization)
• Minimum rest between duty periods
• Compliance with flight time and duty time recordkeeping

5.4 Crew Authority. Crew shall be employees, contractors, or representatives of Operator and shall act solely under Operator's direction and authority. Crew shall be responsible for all operational decisions and shall have no obligation to Charterer except safe transportation.

6. RATES AND CHARGES

6.1 Hourly Rate. Operator shall charge Charterer an hourly rate of $[________________________] per Block Hour of flight time, as detailed in the Rate Schedule (Exhibit D).

6.2 Fuel Surcharge. A fuel surcharge shall be assessed per Block Hour, calculated based on [fixed rate / monthly indexed formula] as specified in Exhibit D. Operator shall provide monthly updates to Charterer of the then-current surcharge formula.

6.3 Positioning Legs. All positioning legs (deadhead flights to pick up Charterer at the first destination or return to Operator's base after the final drop-off) shall be billed as Block Hours at the full hourly rate, plus fuel surcharge.

6.4 Ferry Flights. Ferry flights to reposition aircraft between charter legs shall be billed separately as Block Hours.

6.5 Landing Fees and Handling. Charterer shall reimburse Operator for all landing fees, handling charges, parking fees, fuel truck charges, and other airport charges directly attributable to the charter flight(s). Operator shall provide itemized billing for such charges.

6.6 Crew Accommodations and Overnight Expenses. Charterer shall reimburse Operator for actual costs of:

• Crew hotel accommodations (if overnight stay required)
• Crew meals during layovers
• Ground transportation and rental cars
• Other direct crew expenses necessitated by multi-day charters

6.7 De-Icing, Catering, and Special Services. Charterer shall reimburse Operator for actual costs of:

• De-icing/anti-icing services
• Catering and in-flight beverages (if arranged by Operator)
• Lavatory servicing
• Aircraft cleaning (if required by Charterer or passenger damage)
• Any other special services requested by Charterer

6.8 Federal Excise Tax. Charterer acknowledges that Part 135 charter is subject to Federal Excise Tax (FET) under 26 U.S.C. § 4271 et seq. Charterer is responsible for all FET liability on the charter fare. Operator may calculate FET as [7.5% of the base charter fare / per-segment segment fee of $x.00 per enplanement] and shall collect FET from Charterer or remit FET to the federal government.

6.9 Payment Terms. Unless otherwise agreed in writing, payment of all charges shall be due within [30] days of invoice. Invoices shall itemize all Block Hours, fuel surcharges, positioning legs, landing fees, and other charges.

6.10 Late Payment Charges. Invoices not paid within [30] days shall accrue interest at [1.5%] per month or the maximum rate allowed by law, whichever is less.

6.11 Credit Card Processing. If Charterer pays by credit card, Charterer shall reimburse Operator for all credit card processing fees ([2% - 4%]).

7. TRIP REQUEST AND FLIGHT CONFIRMATION PROCESS

7.1 Trip Request Submission. Charterer shall submit a written Trip Request to Operator at least [7] calendar days before the requested departure date. Each Trip Request shall include:

• Requested flight date(s) and preferred departure and arrival times
• Departure and destination airport codes
• Number of passengers and any special passenger requirements (VIPs, medical equipment, etc.)
• Cargo type, weight, and dimensions (if applicable)
• Specific catering, aircraft configuration, or other requests
• Contact information for trip coordinator and passenger manifest

7.2 Acceptance or Declination. Operator shall respond to Trip Requests within [24] business hours with written acceptance or declination. Operator may decline any Trip Request without cause or explanation.

7.3 Trip Confirmation. Upon acceptance, Operator shall issue a written Trip Confirmation specifying:

• Confirmed aircraft type and tail number
• Exact departure and arrival times
• Block Hour estimate and hourly rate
• All estimated charges (positioning, positioning legs, landing fees, fuel surcharge, estimated total)
• Final cancellation terms and refund policy for that specific flight
• Any weather or operational contingencies

7.4 Changes to Confirmed Flights. Changes to a confirmed Trip (new destination, additional passengers, date change, time change) shall be requested in writing by Charterer at least [3] business days before departure. Operator shall approve or deny the change request within [24] hours, with approval contingent on aircraft availability, crew scheduling, and regulatory compliance.

7.5 Short-Notice Requests. Trip Requests submitted with less than [7] days' notice may be declined or subject to a [25%] short-notice surcharge, at Operator's discretion.

8. CANCELLATION FEES

8.1 Tiered Cancellation Schedule. If Charterer cancels a confirmed charter flight, the following cancellation fees shall apply:

8.2 Computation of Cancellation Fee. Estimated charter cost = (estimated Block Hours × hourly rate) + estimated positioning legs + estimated landing fees + estimated fuel surcharge. Operator may charge the higher of the estimated cost or actual costs incurred (crew salary, aircraft positioning, landing fee commitments, etc.).

8.3 Operator Cancellation. If Operator cancels a confirmed charter flight for any reason other than weather, mechanical emergency, or regulatory directive, Operator shall provide full refund of all payments received or offer rescheduling at no charge within [60] days.

8.4 Force Majeure Cancellation. If a flight is cancelled due to Force Majeure (Section 14), Operator shall offer rescheduling at no charge; if rescheduling is not practicable, Operator shall refund all payments received minus [10%] administrative fee.

8.5 Weather Cancellation Protocol. Operator shall make a go/no-go weather determination no later than [3] hours before scheduled departure. If weather is forecast to be unacceptable for safe operation, Operator shall notify Charterer immediately and offer:

• Rescheduling for the next available date at no charge
• Full refund of all payments, or
• Proceeding at Charterer's written request (with assumption of weather risk; Operator shall not be liable for delays, diversions, or safety-related cancellations).

9. INSURANCE

9.1 Operator Insurance. Operator shall maintain, at all times and for the benefit of Operator and Charterer:

• Aircraft hull insurance with minimum coverage of $[________________________]
• Liability insurance (bodily injury and property damage) with a minimum combined single limit of $[________________________] per occurrence
• Crew coverage, medical payments, and any other insurance required by 14 CFR Part 135 or Operator's Operating Procedures

All insurance policies shall be written by insurers rated A- or better by A.M. Best.

9.2 Additional Insured. Charterer shall be named an additional insured on Operator's liability policy or provided a separate policy naming Charterer as an additional insured with coverage as described in Section 9.1. Operator shall provide evidence of such coverage upon request.

9.3 Insurance Certificate. Operator shall provide Charterer with a Certificate of Insurance (ISO Form, or equivalent) upon execution of this Agreement and within [30] days of any policy renewal or modification.

9.4 Charterer Insurance. Charterer is encouraged (but not required) to maintain contingency insurance or travel insurance. Charterer shall not rely on Operator's insurance for Charterer's own indemnification or damage claims.

9.5 Waiver of Subrogation. Operator and Charterer mutually waive all claims against each other for losses covered by their respective insurance policies, except for claims arising from gross negligence or willful misconduct.

10. INDEMNIFICATION

10.1 Operator Indemnification. Operator shall indemnify and hold harmless Charterer, its officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising from or related to:

• Bodily injury or death of any passenger caused by Operator's operational negligence or breach of this Agreement
• Damage to or loss of Charterer's cargo caused by Operator's negligence or breach
• Violations of FAA or DOT regulations caused by Operator's operational decisions
• Crew misconduct or violation of Operator's own safety policies

10.2 Charterer Indemnification. Charterer shall indemnify and hold harmless Operator, its crew, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising from or related to:

• Bodily injury or death of any passenger caused by Charterer's actions, misconduct, or breach of this Agreement (including violation of passenger restrictions in Section 11)
• Damage to or loss of cargo caused by Charterer's negligence, packaging failure, or mishandling
• Charterer's interference with flight operations or crew authority
• Passenger claims arising from Charterer-arranged ground transportation or services
• Violation of international customs, immigration, or overflight rules caused by Charterer's failure to obtain proper clearances or documentation

10.3 Limitation of Indemnity. Indemnification obligations shall be subject to the indemnifying party's receipt of prompt written notice of the claim and a reasonable opportunity to assume the defense.

11. PASSENGER RESTRICTIONS AND COMPLIANCE

11.1 Prohibited Items. Charterer shall ensure that no passenger carries on or checks any item prohibited by the TSA (Transportation Security Administration) or FAA, including:

• Weapons, firearms, or explosive devices
• Hazardous materials (except as permitted by HAZMAT regulations for shippers)
• Illegal drugs or narcotics
• Incendiary devices

Operator reserves the right to refuse boarding to any passenger or to refuse carriage of any cargo suspected of being prohibited.

11.2 Hazardous Materials. Commercial shipment of hazardous materials (HAZMAT) is subject to special approval and documentation. Charterer shall:

• Provide at least [14] days' advance notice of intended HAZMAT shipment
• Provide complete HAZMAT declarations and Material Safety Data Sheets (MSDS)
• Comply with 49 CFR Parts 172–180 (HAZMAT shipping rules)
• Reimburse Operator for any special HAZMAT handling, packaging, or training

Operator may decline any HAZMAT shipment that poses exceptional risk or requires specialized aircraft modifications.

11.3 Unmanifested Persons. Charterer warrants that all passengers will be identified in a written passenger manifest provided to Operator no less than [24] hours before departure. No unmanifested or "surprise" passengers shall board the aircraft. Operator shall refuse boarding to any person not listed on the manifest.

11.4 Passenger Conduct. Charterer shall ensure all passengers comply with:

• Crew instructions at all times
• Seatbelt and safety briefing requirements
• Smoking and alcohol policies
• Prohibition on tampering with aircraft equipment or emergency exits

Any passenger who refuses to comply or becomes disruptive may be refused boarding or removed at any point, at Operator's sole discretion, and Charterer shall bear all costs of diversion, rescheduling, or other consequences.

11.5 Special Passenger Accommodations. Charterer shall notify Operator in advance of any passenger requiring special accommodations (wheelchair access, oxygen, service animals, medical equipment, etc.). Operator shall make reasonable accommodations consistent with aircraft capabilities and safety requirements.

12. DOT CONSUMER PROTECTIONS

12.1 Limited Applicability. Certain DOT consumer protection rules applicable to scheduled air service (denied boarding, baggage liability, reimbursement of expenses) do not fully apply to Part 135 on-demand charter. However, Operator shall comply with applicable DOT rules to the extent they apply.

12.2 Baggage Liability. Operator's liability for lost or damaged baggage is limited to the greater of:

• $3,000 per passenger for checked baggage (per DOT rules)
• Actual proven loss, or
• The amount stipulated in the Trip Confirmation for baggage value

Charterer shall declare any baggage value exceeding $3,000 at the time of check-in.

12.3 Itinerary Receipt. Operator shall provide Charterer with a written itinerary or Trip Confirmation receipt at least [24] hours before departure, including flight times, airports, aircraft information, and contact information for customer service.

13. INTERNATIONAL OPERATIONS

13.1 Clearances and Permits. If a charter flight involves departure from or arrival in a foreign country, Charterer shall be responsible for:

• Obtaining all necessary overflight permits and navigation service agreements from foreign air authorities
• Ensuring all passengers hold valid passports with appropriate visa stamps
• Filing or arranging for filing of international flight plans
• Coordination with foreign customs and immigration authorities

Operator shall cooperate with Charterer in obtaining necessary approvals and shall not proceed to a foreign destination without evidence of proper clearance.

13.2 Crew Documentation. All crew assigned to international flights shall hold valid passports and any required visas. Operator shall be responsible for crew documentation and compliance with foreign entry requirements.

13.3 Customs and Duty. Charterer shall be responsible for all customs duties, fees, and permits related to cargo or equipment being transported. Operator shall not be liable for delays or detention caused by customs inspection or Charterer's failure to provide proper documentation.

13.4 Political Restrictions. Operator shall not operate to or from any destination subject to a U.S. State Department travel advisory, FAA Notice to Airmen (NOTAM) prohibiting civil operations, or any destination deemed high-risk by Operator. Operator shall notify Charterer if any destination becomes unavailable.

14. FORCE MAJEURE

14.1 Force Majeure Events. Operator shall not be liable for delays, cancellations, or failure to perform if caused by events beyond Operator's reasonable control, including:

• Severe weather (thunderstorms, icing, low visibility, snow/ice on runways)
• ATC delays or flow control directives
• Mechanical or structural failure of aircraft
• Crew incapacity or emergency medical events
• Volcanic ash, environmental hazards, or natural disasters
• Epidemic or pandemic
• Government or regulatory action (NOTAMs, airspace closures, emergency orders)
• Acts of war or terrorism

14.2 Charterer Remedies. In the event of Force Majeure cancellation, Charterer's sole remedy shall be:

• Rescheduling at no additional charge within a mutually agreed timeframe, or
• Refund of all payments less [10%] administrative fee

14.3 Notice Requirement. Operator shall notify Charterer of Force Majeure circumstances as soon as practicable, typically within [2] hours of determination that the flight cannot safely proceed.

15. DATA PRIVACY AND PASSENGER INFORMATION

15.1 Passenger Manifest. Charterer shall provide Operator with a complete passenger manifest including full names, dates of birth, and passport numbers (if international flight) no less than [24] hours before departure.

15.2 Data Use. Operator shall maintain passenger data confidential and shall use such data solely for:

• Flight operations and crew briefing
• Safety and accident investigation (if required)
• Regulatory compliance (TSA, FAA, customs authorities)
• Billing and invoicing

15.3 Data Retention. Operator shall retain passenger manifest records for a minimum of [12] months in compliance with FAA record retention requirements (14 CFR § 135.63).

15.4 Third-Party Disclosure. Operator shall not disclose passenger data to third parties except as required by law or regulatory authority.

16. TERM AND TERMINATION

16.1 Term. This Agreement shall commence on the Effective Date and shall continue until terminated by either party as provided herein. Individual charters executed under this Agreement are separate transactions; termination of this master Agreement does not affect charters already confirmed and in payment.

16.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if:

• The other party materially breaches this Agreement and fails to cure within [15] days of written notice
• The other party becomes insolvent, bankrupt, or subject to receivership proceedings
• A party's license or certification is revoked or suspended (Operator's FAA certificate; Charterer's authority to contract for air transportation)

16.3 Termination for Convenience. Either party may terminate this Agreement without cause upon [30] days' written notice to the other party. Termination for convenience shall not affect confirmed and paid charters.

16.4 Effect of Termination. Upon termination:

• No new Trip Requests shall be accepted
• All confirmed charters shall proceed as scheduled, unless cancelled by Charterer (in which case cancellation fees apply)
• All outstanding invoices shall be immediately due and payable
• All rights and obligations under Sections 9 (Insurance), 10 (Indemnification), 15 (Data Privacy), and 17 (Dispute Resolution) shall survive termination

17. DISPUTE RESOLUTION AND GOVERNING LAW

17.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [State], without regard to conflicts of law principles. However, all matters relating to aviation safety, operational procedures, and FAA regulatory compliance shall be governed by Federal Aviation Regulations.

17.2 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved as follows:

(a) Good Faith Negotiation. The parties shall attempt to resolve the dispute through good faith negotiation between senior representatives of each party within [30] days of written notice of the dispute.

(b) Mediation. If good faith negotiation is unsuccessful, the parties may submit the dispute to non-binding mediation before a mutually agreed mediator. Each party shall bear its own costs and share the mediator's fees equally.

(c) Arbitration. If mediation is unsuccessful or is not pursued, the dispute shall be submitted to binding arbitration under the [AAA / JAMS] Commercial Arbitration Rules, with:

• One arbitrator mutually selected by the parties
• Arbitration hearing in [City, State] (or virtual)
• Discovery as permitted by arbitration rules
• Right to appeal on grounds of arbitrator misconduct or excess of authority only

17.3 Limitation of Actions. No claim or cause of action arising out of this Agreement may be brought more than [three (3)] years after the event or occurrence giving rise to the claim.

17.4 Equitable Relief. Nothing herein shall prevent either party from seeking injunctive relief or specific performance in a court of competent jurisdiction to prevent irreparable harm (e.g., violation of operational control, breach of confidentiality).

18. MISCELLANEOUS

18.1 Entire Agreement. This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, understandings, and agreements, whether written or oral.

18.2 Amendments. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

18.3 Waiver. No waiver of any provision or breach of this Agreement shall be effective unless in writing. Waiver of any breach shall not constitute waiver of any other or subsequent breach.

18.4 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed to the minimum extent necessary to make it enforceable, or if not reformable, shall be severed. All remaining provisions shall remain in full force and effect.

18.5 Counterparts. This Agreement may be executed in counterparts (including electronic signature), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

18.6 Assignment. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party (except Operator may assign rights to an insurance carrier for collection purposes). Any assignment without consent is void.

18.7 Notices. All notices required by this Agreement shall be in writing and shall be delivered:

• By personal delivery
• By email with read receipt
• By overnight courier (FedEx, UPS)
• By certified mail, return receipt requested

Notices shall be sent to the addresses set forth in Section 1 (Parties) or to such other addresses as either party may designate in writing.

18.8 Headings. Section headings are for convenience only and shall not affect the interpretation or construction of this Agreement.

18.9 Confidentiality. Each party shall maintain the confidentiality of pricing, terms, flight schedules, and any proprietary information disclosed by the other party. This confidentiality obligation shall not apply to information disclosed to:

• The party's accountants, attorneys, or insurance carriers (under confidentiality agreements)
• Regulatory authorities (FAA, DOT, TSA) as required by law
• Courts or arbitrators in the context of legal proceedings

18.10 Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties and their successors and assigns. Passengers, crew members, or cargo owners shall have no rights or claims as third-party beneficiaries.

18.11 Survival. The following provisions shall survive termination or expiration of this Agreement: Section 9 (Insurance), Section 10 (Indemnification), Section 15 (Data Privacy), Section 17 (Dispute Resolution), and Section 18 (Miscellaneous).

SIGNATURE BLOCKS

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

CHARTER OPERATOR:

[_____________________________]

By: ___________________________
Name (Printed): ___________________________
Title: ___________________________
Date: ___________________________
Certificate No.: ___________________________

CHARTERER:

[_____________________________]

By: ___________________________
Name (Printed): ___________________________
Title: ___________________________
Date: ___________________________

EXHIBITS

EXHIBIT A: AIRCRAFT DESCRIPTION

EXHIBIT B: OPERATOR PART 135 CERTIFICATION SUMMARY

Operator shall provide Charterer with a copy of the Summary of Issued Part 135 Operating Procedures (OpSpecs) upon request.

EXHIBIT C: INSURANCE CERTIFICATE

[INSERT CERTIFICATE OF INSURANCE HERE]

EXHIBIT D: RATE SCHEDULE

Fuel Surcharge Adjustment: Fuel surcharge shall be adjusted [monthly / quarterly] based on the [Jet A average price published by the NYMEX / XYZ Index] as of the [first / last] day of each [month / quarter].

SOURCES AND REFERENCES

• 14 CFR Part 135 — Commuter and On-Demand Operations (https://www.ecfr.gov/current/title-14/part-135)
• 14 CFR Part 119 — Certification: Air Carriers and Commercial Operators (https://www.ecfr.gov/current/title-14/part-119)
• 14 CFR Part 91, Subpart E — Maintenance, Preventive Maintenance, and Alterations
• 49 U.S.C. § 41101 — Requirement for Air Carrier Certificate (https://www.law.cornell.edu/uscode/text/49/41101)
• 26 U.S.C. § 4271 — Federal Excise Tax on Air Transportation (https://www.law.cornell.edu/uscode/text/26/4271)
• 49 CFR § 830 — Aircraft Accident and Incident Reporting
• TSA Prohibited Items List (https://www.tsa.gov/travel/security-screening/whatcanibring)
• FAA Advisory Circular 120-12A — Private Carriage Versus Common Carriage of Persons and Property (https://www.faa.gov/documentLibrary/media/Advisory_Circular/AC%20120-12A.pdf) — Distinguishes public and private carriage
• NATA (National Air Transportation Association) — Charter Resources and Best Practices (https://www.nata.aero)
• NBAA (National Business Aviation Association) — Charter Operator Standards (https://www.nbaa.org)
• FAA Form 8060-1 — Application for Airman Certificate
• FAA Form 7110.66 — Application for Air Carrier Certificate (Part 119 / Part 135)