Contract
No.                





 


DISTRIBUTOR
AGREEMENT


 


This
DISTRIBUTOR AGREEMENT is made this _    day of _ _ _ _2012 by and
between JEPPESEN NORWAY AS, a company organized and existing under the law s of Norway with organization number 966 04
l 056, having its principal offices at Hovlandsveien 52, N-4370 Egers und , Norway (“Jeppesen”), and H’(
L’N DAI e- HAf?, f/’-(6 , a company organized
and existin g under the laws of Rep.,bl·, d- KC/c:’t,
having its principal office at D:?l<,Js..tnyn
AM11t1 ,t.19”11]’4 I U/sa11, Roi( (“Distributor”).


RECITALS


 


WHEREAS,
Jeppesen is engaged in the business of providing mar ine infonnation services, data and products to professional marine customers
worldwide and has created valuable trademarks a nd goodwill associated with its products and services; and


 


WHEREAS,
Dis tributor is engaged in the business of distributing a variety of products to the professional marine indu stry;


 


AGREEMENT


 


NOW,
THEREFORE, the parties agree that Jeppesen will appoint Distributor lo distribute Jeppesen Products (defined below) subject to
the tenns and conditions contained herein:


 


	I
    .	Definitions
    . When used in this Agreement, the following
    tenns shall have the follow ing meaning:
	 	 	 	 
	 	A.	“Agreement”
    shall mean this agreement and the following exhibits attached hereto and inco rporated herein by this reference :
	 	 	 	 
	 	 	(i)	Exhibit
    A sets forth the Products covered by this Agreement, the disco unt provided by Jeppesen to the Distributor off the Recommend
    ed Retail Price List, and the minimum annual sales volume to be
    met by the Distributor , which Exhibit may be modified from time to time by mutu a l agreement of the parties without
    the need to fonnally amend this Agreement.
	 	 	 	 
	 	 	(ii)	Exhibit
    Bis Jeppesen’ s current Recommended Retail Price List as of the date of this Agreement.
	 	 	 	 	 





	 	B.	“
    Custome rs” sha ll mean the
    ship ow ners, ship manage rs
    and other legal ent itie s that purchase the Products from the Distributor.
	 	 	 
	 	C.	“
    Products” shall mean the Jeppesen products listed on Exhibit A.
	 	 	 
	 	D.	“
    Recommended Retail Price List” shall mean that
    certain price list for all Jeppese n products and services published by
    Jeppe sen from time to time, the most
    current version of which may be accessed by the Distributor on Jeppesen ‘ s [Distributorsj website.
	 	 	 
	 	E.	“Trademarks”
    shall mean Jeppesen’s proprietary trademarks “ Jeppesen,” “Jeppesen Marine,” and “Jeppesen
    OnBoard,” among others, which Trademarks may not be used in these or any other fonn for any purposes whatsoever without
    the prior written approval of Jeppesen except as otherwise provided he rein.


 











 



    	 	 	 



     


    




 


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	2.	Appointment
    as Non-Exclusive lndcpendent Distributor.
	 	 	 
	 	A.	Appointment. Jeppesen
    hereby appoints Distributor, and Distributor hereby accepts such appointment,
    as an inde pendent, non-exclusive distributor for Jeppesen that shall purchase
    the Products from Jeppesen at the discount set forth in Exhibit A for the purpose of distributing and reselling such Products
    to Customers.
	 	 	 	 	 
	 	 	(i)	Nothing
    in this Agreement shall restrict Jeppesen’ s right to:
	 	 	 	 	 
	 	 	 	a)	Visit
    Customers and potential Customers of the Products . Ho we ve r,
    Jeppesen shall inform the Distributor of visits to Custome rs or potential Customers. The Distributor may,
    at its sole discretion, join Jeppesen on such visits.
	 	 	 	 	 
	 	 	 	b)	Sell
    the Products directly to Customers. Jeppesen will not encourage Customers and potential Customers to deal directly with Je
    ppesen; ho we ver, the parties recognize and agree that any Customer may, in its
    sole discretion, chose to deal directly with Jeppesen, which request will not be refused by Jeppesen.


 


	 	Distributor
    does not acquire under this Agreement any proprieta ry interest in the Products, the Trademarks or any other trade names,
    trademarks, logos, patents, know how or other tangible or intangible property of Jeppesen. Distributor acknowledges that it
    is acquiring hereunder only the right to distribute the Products as specifically provided in this Agreement.
	 	 
	 	No
    compensation or other payments will be due to Distributo r for any of its services hereunder other than the profit (if any)
    it may realize from the sale of the Products as provided under this Agreement.


 


	 	B.	Limitations.
    This appointment authorizes Distributor to market, sell and distribute the Products on a non-exclusive basis only.
	 	 	 
	 	 	Without
    the prior written consent of Jeppesen, Distributor shall not, directly or indirectly: transfer any of its rights or obligations
    under this Agreement or appoint any other distributor of the Products. This does not, however, preclude Distributor from appointing
    agents acting on its behalf. Distributor shall be solely responsible for any action of its agents.
	 	 	 
	 	C.	Independent
    Contractor. The parties hereto shall be deemed to be independent contractors, and the employees of one shall not be deemed
    to be employees of the other. Nothing in this Agreement shall be construed to make Distributor an
    agent, employee, joint venturer, partner or legal representative of Jeppesen. Distributor will not have, and will not
    represent that it has, any authority to bind Jeppesen, to assume or create any obligations, express or implied,
    to enter into any agreements, or to make any warranties or representations, on behalf of Jeppesen or in Jeppese n’
    s name except as expressly authorized herein.


 


	3.	Obligations
    of Distributor. In recognition of the particular expertise and commitment necessary to market and distribute the Products,
    Distributor warrants and represents to, and agrees with, Jeppesen that Distributor has, and during the term of this
    Agreement will continue to maintain, the capacity, facilities and personnel necessary to perform all
    the functions that are required to carry out its obligations under this Agreement, includ
    ing but not limited to the following:
	 	 	 
	 	A.	Sales
    and Marketing. Distributor will use its best efforts to vigorously and aggressively promote, market and distribute the
    Products in accordance with this Agreement. Distributor’s obligations in this regard include, but are not limited to,
    the following:


 





 









    	 	 	 



     


    

 


Contract
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	 	(i)	Achieving
    the annual minimum sales volume set forth in Exhibit A for distribution of Products in order to maintain its distributor status.
	 	 	 
	 	 	After
    the initial one-year term of the Agreement, the parties will mutually agree on annual minimums to be met in any subsequent
    years of this Agreement.
	 	 	 
	 	 	If
    Distributor fails to achieve the annual minimum sales volume in any given year, Jeppesen may, in its sole discretion terminate
    this Agreement in accordance with Section 13.B O} ell.
	 	 	 
	 	(ii)	Providing
    for and maintaining Distributor’s own sales organizations adequate and competent to promote and resell the Products
    effect ively.
	 	 	 
	 	(iii)	Promoting
    name recognition of Jeppesen’s brand(s).
	 	 	 
	 	(iv)	Cooperating
    with Jeppesen to establish and maintain the standards and reputation of the Products.


 


	 	B.
    	Distributor
    will comply with all applicable laws governing the importation, distribution and sale of the Products, including, at is own
    expense, applying for and obtaining all government approvals necessary for Distributor to carry out its obligations hereunder.
	 	 
	 	C.
    	Ethical
    Conduct of Distributor. Distributor will:
	 	 	 	 
	 	 	(i)	conduct
    business in a manner that reflects favorably at all times on the Products and
    the good name, goodwill and reputation of Jeppesen;
	 	 	 	 
	 	 	(ii)	avoid
    deceptive, misleading or unethical practices that are, or mig ht be, detrimental
    to Jeppesen, the Products or the public;
	 	 	 	 
	 	 	(iii)	make
    no false or misleading representations with regard to Jeppesen or the Products;
	 	 	 	 
	 	 	(iv)	not
    publish or employ, or cooperate in the publication or employme nt,
    of any misleading or deceptive advertising material with regard to Jeppesen or
    the Products;
	 	 	 	 
	 	 	(v)	make
    no representations, warranties or guarantees to Custome rs or to the industry with respect to the specifications, features,
    or capabili tie s of the Products which are inconsistent with the literature distributed by Jepp ese n;
	 	 	 	 
	 	 	(vi)	not
    enter into any contract or engage in any practice detrimental to the interests of Jeppesen;
	 	 	 	 
	 	 	(vii)	not
    make any payment for political purposes in performing this Agreement, and
	 	 	 	 
	 	 	(viii)	comply
    with all applicable laws.


 


	4.	Orders
    and Delivery. Distributor shall purchase all Products from Jeppe sen. Th e terms
    set forth below and elsewhere in this Agreement shall apply to all orders
    of the Products from Jeppesen.


 








 






    	 	 	 



     


    




 


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	 	A	Distributor
    shall initiate all purchases of the Products by submi tting purcha se orders
    to Jeppesen in accordance with Jeppesen’s standard ordering procedures in effect from time to time. All such
    orders shall be subject to acceptance or rejection by Jeppesen. No purchase order shall be binding on Jeppesen until the earlier
    of Jeppesen’s acceptance in writing or shipment of the orde red Products
    and, in the case ofncoeptance by shipmen only as to the portion of the o,det pped
	 	 	 
	 	B.	All
    purchase orders submitted to Jeppesen and all sales made to Distributor hereunder
    shall be governed by and subject to the terms and conditions of this Agreement. In the event of a conflict in the terms and
    provisions between this Agreement and any
    purchase order, the terms and conditions of this Agreement shall govern and take precedence
    over any purchase order, and any provision of any purchase order or other document
    submitted by Distributor which is inconsi stent herewith,
    or supplementary hereto, is hereby expressly rejected by Jeppesen. Jeppesen will not
    be liable in any respect for any loss or damage caused by its non-acceptance
    of any order or by any failure or delay in making deliveries.
	 	 	 
	 	C.	All
    shipments are Ex Works (lncoterms 20 l 0) at Jeppesen ‘s princip a l o ffices. Risk of loss or damage to the Products
    from any cause whatsoever shall transfer to and be borne by Distributor when the
    Products are placed at the disposa l of the carrier at Jeppesen’ s principaJ offices. For your convenience, Jeppesen
    will arrange for shipment on your behalf and at your risk and cost. Distributor shall reimburse Jeppesen for all actual shipping
    charges, premiums for freight insurance and other transportation costs incurred
    by Jeppesen in shipping the Products to Distributor .
	 	 	 
	 	D.	Unless
    otherwise specified by Distributor , Jeppesen shall ship media con ta
    inin g Products to Distributor. Upon receipt of such media, Distributor shall
    forward such to the Customer forthwith, and in any event no later than
    two (2) working days after receipt. Media containing updates shall be deemed
    received by the Distributor no later than two (2) working days subsequent to such med ia
    being placed at the disposal of the carrier at Jeppesen’ s principal offices.


 


	5.	lnstaJlation
    Support and Updating Services to Customers.
	 	 	 
	 	A	Lnstallation
    Support. Distributor shall provide Customers with suppo rt in co nnection with insta llation of the Products.
	 	 	 
	 	B	Updating
    Services. Distributor shall provide updating se rvice s to
    Customer s having s ubscri
    bed to such services in rela tion to the Products
    in a timely manne r. Dis tri
    butor shall clarify all relevant details with the Customer for the purpose of
    provid in g adequate services to it, and provide such information to Jeppesen.
	 	 	 
	 	C	General
    Support. Distributor is responsible for providing Custo me rs with
    the firs t line assistance with difficulties encountered in using the Products
    , and Distributor will forthwith redirect any addit ional requests for assistance from Customers to Jeppesen.
	 	 	 
	 	D	Training
    of Distributor’s personnel. For the purpose of educating Dist ributor’ s personnel to perfonn the
    support and service set out in Sections 5.A and 5.B , Jeppesen will;


 


	 	(i)	provide
    a training course for Distributor’ s personnel chosen by Distributor shortly after the
    commencement of this Agreement, and on late
    r occasio ns if deemed nec essary by Je ppesen in connection with the rele
    ase of ne w products or new versions of existing Products. Such trainin g course
    will be held at place chosen by Jeppesen, free of charge. However , Dis
    tributo r will be responsible for
    any costs incurred by Distributor in co nnec tion with such course, including
    but not limited to travel and accommodat ion costs for its participants;
	 	 	 
	 	(ii)	provide
    technical support by te le phone, fax or
    e-mai l to Distributor’
    s personnel having participated on the course set out in Section 5.D(i)
    , o r having been re-educated by such personnel, free of char ge.


 





 








 






    	 	 	 



     


    




 


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	 	 	Any
    training and support in addition that set out in this Section 5.D will be provided by Jeppesen at its sole discretion and
    subject to separate agreement between the parties.
	 	 	 
	 	E.	Even
    though Jeppesen is not responsible for providing installation support and updating services to Distributor’s Customers,
    Jeppesen will always be entitled to provide such support and services to such Customer upon such Customers’ request
    and/or in the event that Jeppesen in its sole discretion deems that appropriate in order to safeguard the reputation of Jeppesen
    and/or of any of Jeppesen’s Products and/or Trademarks.


 


	6.	Pricing
    and Payment Terms.
	 	 	 
	 	A.	The
    purchase price payable by Distributor for the Products is the list price in the then current Recommended Retail Price List
    less the discount set forth in Exhibit A
	 	 	 
	 	B.	Jeppesen
    shall invoice Distributor upon shipment of Distributor’s orders except for subscription renewals set forth in Section
    6.C 0 } <!].
	 	 	 
	 	C.	For
    Products ordered by Distributor for Customers with a subscription for updates, Jeppesen shall invoice Distributor for the
    renewal of the subscription no less than three (3) months prior to the expiry date of any such subscription. The renewal invoice
    will be based on the same scope of supply as the preceding year, unless Jeppesen has been notified in writing ofany change.
	 	 	 
	 	D.	All
    invoices are payable within forty five (45) days of the date of the invoice, regardless of whether or not Distributor has
    received payment from Customer. In the event Distributor defaults on any payment of invoices and Jeppesen elects not to terminate
    this Agreement in accordance with Section 13.B <>}”11, Jeppesen reserves the right to discontinue services and
    to initiate legal action to collect all amounts due, including the right to collect all reasonable collection costs such as
    attorney fees, investigation costs, and other court costs. Furthermore, Jeppesen reserves the right to contact the Customer
    and provide it with updates, without prejudice to any claim Jeppesen may have against Distributor under this Agreement.
	 	 	 
	7.	Taxes.
    Except for Norwegian income taxes imposed on Jeppesen, Distributor will be responsible for and pay all taxes. Taxes are defined
    as all taxes, fees, charges or duties and any interest, penalties, fines, or other additions to tax, including, but not limited
    to, income, withholding, sales, use, value-added, gross receipts, stamp, excise, transfer and similar taxes imposed
    by any domestic or foreign taxing authority arising out of or in connection with this Agreement.
	 	 	 
	8.	Marketing
    and Promotion.
	 	 	 
	 	A.	Sales
    Documentation Provided by Jeppesen. Jeppesen will furnish Distributor free of charge, and in reasonable quantities,
    copies of technical documentation, service literature and sales brochures relating to the Products, all of which are in
    English.
	 	 	 
	 	B.	Sales
    Documentation Provided by Distributor. Distributor will provide Jeppesen with any advance advertising, promotional or
    display materials and stationery and sales documents that Distributor proposes to use in connection with Products. Distributor
    shall not use any of the foregoing items until the corresponding samples have been approved by Jeppesen in writing. Distributor
    shall make such changes to the promotional materials as are necessary to comply with Jeppesen’s reasonable requests,
    if any, regarding the quality or use of such materials. Once approved, Distributor must obtain written approval of Jeppesen
    before implementing any material changes in any previously approved promotional materials for the Products.


 








 






    	 



     


    




 





Contract
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	 	 	(i)	Jeppesen
    retains full right, title and interest in the copyright and trademark rights of all advertising, promotional and other material
    s used by Distribu tor in connection with the promotion and sale of the Products.
    Distributor hereby grants, conveys, and assigns to Jeppesen all right, title and in
    terest (including copyright, if any) Distributor may have in and to such materials. At Jeppesen’s direction and expense,
    Distributor will execute all docum e nts and take all actions necessary or convenient for Jeppesen to document, obtain, maintain
    or assign its rights to such materials, including any copyrights.
	 	 	 	 
	 	 	(ii)	All
    marketing and promotional efforts of Distributor with respect to the Products shall be at Distributor’s sole expense.
    For special events (e.g. loca l trade shows) Jeppesen may in its sole discretion provide funding for co marketing. Such co-marketing
    efforts will be mutually agreed in advance and might be subject to a separate agreement.
	 	 	 	 
	 	C.	Demonstration
    License. Jeppesen will provide Distributor with a “ no cha rge” subscription
    to the Products for the sole purpose of demonstrating the Produc ts
    to existing and potential Customers.


 


	9.	Limited
    Right to Use Trademarks.
	 	 	 	 
	 	A.	Subject
    to the terms and conditions of this Agreement, Distributor shall have the nonexclusive
    right to use the Trademarks solely in connection with the promotio n and sale of the Products. Distributor shall not use or
    authorize the use of the Trademarks for any purpose or use other than as permitted under this Agreement nor use the
    Trademarks on any promotional materials which have not been approved by Jeppe sen
    as provided in Section 8 . Upon Distributor’s request, Jeppesen Corporate Communications will provide reproduction
    and approved electronic graphics for the Trademarks that Distributor is authorized to use.
	 	 	 
	 	B.	Distributor
    shall promptly notify Jeppesen in writing and cooperate with and assist Jeppesen in the event (i) any legal action is instituted
    against Distributor related to Distributor’s use of the Trademarks or any of the Products;
    or (ii) Distributor becomes aware of any infringement or illegal use by any
    third party of the Trademarks or any other trade name or trademark used by Jeppesen.
	 	 	 
	 	C.	Distributor
    hereby acknowledges and agrees that:
	 	 	 	 
	 	 	(i)	Great
    value is placed on the Trademarks and the goodwill associated therewith and that the Trademarks and all rights therein and
    goodwill pertaining thereto belong exclusively to Jeppesen;
	 	 	 	 
	 	 	(ii)	The
    public and the industry associate the Trademarks with products of consistently high quality;
	 	 	 	 
	 	 	(iii)	The
    terms and conditions of this Agreement are necessary, reasonab le and essential to assure the public that all goods sold under
    the Trademarks are of the same consistently high quality as sold to others who are or may hereafter be licensed to sell Products
    by, under or with the Trademarks; and.
	 	 	 	 
	 	 	(iv)	lt
    is in the mutual interest of Distributor and Jeppesen to protect and foster
    the value and reputation of the Trademarks.


 





 


 






    	 



     


    

 






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	 	D.	Jeppesen retains full right, title and interest in the Trademarks and all rights, registrations, applications and filings
    with respect to such T rademark s. All use thereof made by Distributor shall be subject at all times to the tenns of this
    Agreement and such use and the goodwill derived therefrom shall inure to the benefit of Jeppesen. Distributor shall acquire
    no interest in the Trademarks by virtue of this Agreement, the activities pennitted by this Agreement or its use of the Trademarks.
    Distributor shall not adopt or use the Trademarks or any confusingly similar name or mark as any trade name, trademark, service
    mark, company name or the name of Distributor or any entity controlled by Distributor except as pennitted in writing by Jeppesen.
    Distributor shall not, directly or indirectly do or cause to be done any act contesting or in any way impairing or intending
    to impair Jeppesen’s rights in the Trademarks or take any other action which may have an adverse effect on Jeppesen’s
    ownership rights in the Trademarks or other rights appurtenant thereto and diminish or dilute the value, reputation or appurtenant
    goodwill thereof. The provisions of this paragraph shall survive expiration or tennination of this Agreement.
	 	 	 
	 	E.	Remedies.
    Distributor acknowledges that any use of the Trademarks in a manner contrary to the tenns of this Agreement or in derogation
    of Jeppesen’s rights, whether such rights are explicitly stated, detennined by law, or otherwise, will cause Jeppesen
    damages, the amount of which are difficult to ascertain with certainty. Accordingly, in the event Distributor uses or attempts
    to use the Trademarks in a manner contrary to the tenns of this Agreement, Distributor agrees Jeppesen shall have, in addition
    to all other remedies available to it by virtue of law, the right to injunctive relief enjoining such actions.


 


	I0.	Internet
    Domain Name. In the event Distributor has or does secure registration/ownership of a domain name that includes “Jeppesen”,
    “Jeppesen Marine” or any of Jeppesen’s other Trademarks, Distributor agrees that it shall transfer all ownership
    and/or licensing rights it may have to Jeppesen. Within thirty (30) days of the date of this Agreement or the date Distributor
    secures such registration/ownership, whichever is applicable, Distributor shall effectuate or have effectuated all documents
    necessary for such a transfer and copied same to Jeppesen. Distributor shall use the following infonnation for transfer of
    the domain name:


 


	 	Owner/Licensee:
    	Jeppesen
    Sanderson, Inc.
	 	Address:	55
                                         Inverness Drive East

        Englewood,
        Colorado 80112-5498

        United
        States of America



 


	11.	Limitation
    of Liability.
	 	 	 
	 	A.	JEPPESEN
    WILL HAVE NO OBLIGATION OR LIABILITY FOR ANY INDIRECT LOSS (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, LOSS OF
    REVENUE OR PROFIT, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR ANY OTHER INDIRECT LOSS) WHETHER ARISING IN CONTRACT OR
    OTHERWISE, IN CONNECTION WITH THE DISTRIBUTION OF, OR INABILITY TO DISTRIBUTE, PRODUCTS UNDER TI-IlS AGREEMENT, EVEN IF JEPPESEN
    HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, JEPPESEN’S ENTIRE LIABILITY UNDER ANY PROVISION OF
    THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY DISTRIBUTOR FOR THE PRODUCTS DURING THE LATEST TWELVE (12)
    CALENDAR MONTHS. THESE LIMITATIONS OF LIABILITY DO NOT APPLY IF JEPPESEN HAS ACTED WITH GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
    YOU ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF FEES CHARGED HEREUNDER, AND RECOGNIZE
    THAT WERE JEPPESEN TO ASSUME ANY FURTHER LIABILITY BEYOND THAT SET FORTH IN THIS SECTION, SUCH FEES WOULD BE SUBSTANTIALLY
    HIGHER.
	 	 	 
	 	B.	If
    an arbitration panel or court of competent jurisdiction detennines that relevant laws in force may imply warranties and liabilities
    which cannot be excluded or limited or which can only partly be excluded or limited, then the limit on Jeppesen’s liability
    set forth in this Agreement shall apply to the fullest extent pennitted by law. If Jeppesen cannot exclude or limit a warranty
    or liability implied by law, this Agreement sha ll be read and construed subject to such provisions of law.


 





 






    	 



     


    




 






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	12.	Indemnification.
    Distributor will indemnify and hold hannless Jeppesen from and against all claims and liabilities (including claims by third
    parties) , and costs and expenses (including attorneys’ fees), incident thereto or incident to succes sfully establishing
    the right to indemnification, arising out of or in anyway relating to Distri butor’s breach of any of the terms and
    conditions set out in this Agreement, includin g but not limited to Distributor’s
    obligation under Section 5.8 .$l to provide Customers with updating services
    in relation to the Products in a timely manner. Distributor’s obligations under this indemnity will survive the termination
    of this Agreement.
	 	 
	13.	Tenn
    and Tennination.
	 	 
	 	A.	Tenn.
    This Agreement shall commence on the date hereof and shall remain in effect for one (1) year, unless earlier tenninated in
    accordance with Section 13.B O} iQl. Thereafter, this Agreement will automatically
    renew for successive periods of one ( I ) year until terminated in accordance with Section 13.B.
	 	 	 
	 	8.	Termination.
	 	 	 
	 	 	(i)	By
    Either Party. Either party may terminate this Agreement for convenience upon six (6) months prior written notice to the
    other party.
	 	 	 	 
	 	 	(ii)	By
    Jeppesen.
	 	 	 	 
	 	 	 	a)	If
    Distributor breaches any provision of this Agreement, and fails to cure such
    breach within thirty (30) days following written notice by Jeppesen specifying the breach, then Jeppesen may, in addition
    to any other remedies available to it under this Agreement or applicable law, immediately tenninate this Agreement and any
    rights granted to Distributor hereunder .
	 	 	 	 	 
	 	 	 	b)	Jeppesen
    may immediately , without any prior notice , terminate this Agreement and any
    rights granted to Distributor hereunder upon the occurrence of any of the following events: (i) failure of Distributor to
    pay any invoice due hereunder within 30 days after expiry of invoice payment term;
    (ii) a receiver is appointed for any part of Distributor’s property; (iii)
    Distributor makes a general assignment for the benefits of its creditors; (iv) Distributor becomes insolvent or if bankruptcy
    or receivership proceedings are initiated by or against Distributor; or (v) Distributor ceases or threatens to cease to carry
    on its present business.
	 	 	 	 	 
	 	 	 	c)	If
    Distributor fails to achieve the annual minimum sales volume set forth Exhibit A in any given year, Jeppesen may, in its sole
    discretion, terminate this Agreement upon thirty (30) days written notice to Distributor.


 


	 	C.	Effects
    of Termination.
	 	 	 
	 	 	(i)	JEPPESEN
    SHALL NOT BE LIABLE TO DISTRIBUTOR FOR DAMAGES OF ANY KIND, INCLUDING WITIIOUT LIMITATION INCIDENTAL OR CONSEQUENTIAL
    DAMAGES, SOLELY ON ACCOUNT OF THE TERMINATION OF TIIlS AGREEMENT. DISTRIBUTOR WAIVES ANY RIGHT IT MAY HAVE TO RECEIVE
    ANY COMPENSATION OR REPARATIONS (INCLUDING PAYMENTS FOR GOODWILL OR LOSS OF BUSINESS) ON


 








 



    	 



     


    




 









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	 	 	 	ACCOUNT
    OF ANY TERMINATION OF TIIIS AGREEMENT BY JEPPESEN.
	 	 	 	 
	 		(ii)	If
    this Agreement expires or is terminated for any reason, Distributor shall, except as provided below, immediately cease distributing
    the Products and shall return all documents relating to the Products to Jeppesen. Obligations accrued as of the date of expiration
    or termination of this Agreement shall remain due and payable notwithstanding expiration or termination, and Distributor shall
    immediately pay the same.
	 	 	 	 
	 		(iii)	Notwithstanding
    termination or expiration of this Agreement, Distributor may fill those orders for the Products which were received by Distributor
    on or before the delivery of the notice of termination by Jeppesen.
	 	 	 	 
	 		(iv)	In
    the event of termination or expiration of this Agreement, Distributor shall provide Jeppesen such assistance as required to
    transfer the distribution of the Products, including subscriptions for updates of Products, without interruption to Jeppesen
    or another distributor designated by Jeppesen, including providing Jeppesen with customer lists. Distributor further agrees
    that from and after termination or expiration of this Agreement, Distributor will not directly or indirectly, speak negatively
    to any person about Jeppesen or the Products or otherwise make any statements that could reasonably be interpreted to be detrimental
    of Jeppesen.
	 	 	 	 
	 		(v)	Upon
    expiration or termination of this Agreement in any manner, Distributor will cease its use of the Trademarks in any way and
    will refrain from the use of any confusingly similar names or trademarks which might lead the public to believe that Distributor
    continues to sell Products or that its place of business is an authorized sales location for the Products.


 


	 	D.	Survival
    of Provisions. Notwithstanding any termination of this Agreement, the parties’ respective obligations under
    Sections 3.C (Ethical Conduct), l l (Limitation of Liability), 12 (Indemnification), 13.C (Effects of Termination), 16.A (Governing
    Law) and 16.B (Dispute Resolution), and any other clauses that by their nature should survive termination, shall survive any
    such termination.
	 	 	 
	14.	Force
    Majeure. Neither party shall be responsible or liable for any failure to perform due to unforeseen circumstances or to
    causes beyond its reasonable control, including but not limited to acts of God, war, riots, embargoes, acts of civil or military
    authorities, fires, floods, earthquakes, accidents, labor unrest, interruptions in the delivery of required services, failure
    of communications services, or shortage or failure of other critical materials or services for the duration of any such circumstances
    or cause.
	 	 
	15.	Compliance.
	 	 	 
	 	A.	Compliance
    with Law. In performing Services hereunder, Distributor shall comply with all applicable laws and regulations of the United
    States and each country in which the Services will be performed. Specifically but without limitation, Distributor agrees to
    comply with the U.S. Foreign Corrupt Practices Act, U.S. regulations for export control (as further described below), and
    all other applicable laws related to anti-corruption and export/import. Distributor will not promise, offer or make any payment
    or gift directly or indirectly to any owner, affiliate, officer, director, employee or representative of any non-U.S. entity,
    or to any Foreign Official, that would constitute or appear to constitute a bribe, a kickback, or an illegal payment either
    during or after termination of this Agreement. Jeppesen will be excused from performance and/or may terminate this Agreement
    if it determines in its sole discretion that Distributor or any agent thereof has engaged, might engage or will engage in
    any activity that reasonably may be determined to violate U.S. or local law.


 





 






    	 



     


    




 





Contract
No.                 


 


	 	 	For
    purposes of this Section, “Foreign Official” means any officer or employee of a non-U.S. government or public
    international organization, or any agency department or instrumentality thereof, including officers or employees of a government
    owned, controlled, operated airline or other state-owned enterprise; any person acting on behalf of such government department,
    agency, instrumentality or public international organization; or any official of any non-U.S. political party or candidate
    for foreign political office.
	 	 	 
	 	B.	Export.
    Each party shall be responsible for its compliance with any applicable export control restrictions, laws and regulations as
    may be modified from time to time, imposed by the governments of the U.S. and other countries. Distributor shall not attempt
    to, or knowingly export or re-export the Products covered under this Agreement to any country, or national thereof, prohibited
    from obtaining such data, either directly or indirectly through affiliates, licensees or subsidiaries of Distributor or Customers.
    Each party shall, at its sole cost and expense, obtain and maintain in effect all permits, licenses and other consents necessary
    to conduct its respective activities hereunder. Nothing in this clause releases Distributor from any obligation stated elsewhere
    in this Agreement.
	 	 	 
	16.	Miscellaneous.
	 	 	 
	 	A.	Governing
    Law. THIS AGREEMENT WILL BE INTERPRETED UNDER AND GOVERNED BY THE LAWS OF NORWAY,
    EXCEPT THAT NORWAY’S CONFLICTS OF LAWS RULES SHALL NOT BE INVOKED
    FOR THE PURPOSES OF APPLYING THE LAW OF ANOTHER JURISDICTION.
	 	 	 
	 	B.	Dispute
    resolution. Any dispute, controversy or claim arising out of or relating to this Agreement or breach thereof, shall be
    finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators
    appointed in accordance with the said Rules. The place of arbitration shall be Oslo, Norway. The language of arbitration shall
    be English. This arbitration clause shall not deprive any of the parties from seeking interim injunctive relief in national
    courts of competent jurisdiction.
	 	 	 
	 	C.	Notice.
    All notices required or permitted under this Agreement shall be in writing and shall be deemed sufficiently served if dispatched
    by certified or registered mail, postage prepaid, return receipt requested, or delivered via overnight carrier, in person,
    or by facsimile to Jeppesen or Distributor as the case may be, at the addresses specified below:


 








	 	As
    to Jeppesen:	Jeppesen
    Norway AS
	 	 	Attn:
    Takashi Onitake c/o Jeppesen Japan
	 	 	Tohkan-Shiajuku
    6F, 3-6-5 Nishi-Shinjuku
	 	 	Shinjuku-ku,
    Tokyo 160-0023
	 	 	Japan
	 	 	Phone:
    + 81 3 3345 1471 Fax.: + 81 3 3345 1472
	 	 	Email:
    takashi.onitake@jeppesen.com
	 	with
    a copy to::	Jeppesen
    GmbH
	 	 	Attn:
    Contract Administration
	 	 	Frankfurter
    Str. 233
	 	 	63263
    Neu-lsenburg, Germany
	 	 	Fax.:
    +49-6102-507339


 


 


 






    	 



     


    




 







Contract
No.                






 


 








 


	 	The
    above-designated addresses for each party may be changed by written notification to the other party.
	 	 
	D.	Assignment.
    This Agreement is for the benefit of and is binding upon each of the parties hereto and their respective successors and permitted
    assigns. No rights or duties of either party under this Agreement may be assigned, delegated or contracted to be assigned
    or delegated by either party except that:
	 	 	 
	 	(i)	Jeppesen
    may assign its interest to a corporation that (a) results from any merger or reorganization
    of Jeppesen or (b) acquires substantially all the assets of Jeppesen;
	 	 	 
	 	(ii)	Jeppesen
    may assign any of its rights to receive money;
	 	 	 
	 	(iii)	Jeppesen
    may assign all or any part of its rights and obligations under this Agreement, to its parent company, or any who lly-owned
    subsidiary of Jeppesen provided that Jeppesen will remain responsible for all obligations and liabilities and Distributor
    will continue to deal exclusively with Jeppesen ;
	 	 	 
	 	No
    action taken by Distributor or Jeppesen relating to the assignment of Distributor’s or Jeppesen’s rights under
    this Agreement will subject Jeppesen or Distributor to any liability beyond that in this Agreement.
	 	 
	E.	Entire
    Agreement. This Agreement and all exhibits attached hereto constitutes the entire agreement between Jeppesen and the Distributor
    with respect to the subject matter hereof superseding any prior or contemporaneous
    oral or written agreements, representations, or understandings not specifically incorporated here in,
    . The terms of this Agreement may not be amended except by a written document signed by duly authorized representatives
    of each of the parties. This requirement may only be modified by a written amendment to this Agreement.


 






    	 



     


    




 


 


 


 


 






    	 



     


    




 










Contract
No.              








 


Exhibit
A


 


Products,
Discounts and Annual Sales Volume


 


	The
    products covered:
	 	 
	1)	C-MAP
    Professional+
	 	 
	2)	C-MAPENC
	 	 
	3)	Jeppesen
    Primar ECDIS Service
	 	 
	4)	Jeppesen
    Weather Service
	 	 
	5)	Jeppesen
    Piracy Service
	 	 
	6)	Ocean
    View


 


 


 


	Discounts:
	 
	25%
    for C-MAP Professional+
	 
	20%
    for all other products and services
	 
	Territory:
	 
	Republic
    of Korea (South Korea)
	 
	Annual
    Minimum Sales Volume:
	 
	Considering
    Distributor’s vigorous efforts to promote Products in 2012, no annual minimum sales volume is set for 2012.
	 
	The
    annual minimum sales volume for FY2013 shall be mutually agreed by the end of December 2012.


 


 


 









    	 



     


    

 







Contract
No.              



 





Exhibit
B


 


Recommended
Retail Price List


 


To
be supplied separately