Supplier Agreement Standard Terms
MAGELLAN JETS LLC DBA STELLAR MOBILITY SUPPLIER AGREEMENT
STANDARD TERMS
These Standard Terms apply to the Magellan Jets LLC DBA Stellar Mobility Supplier Agreement between Magellan Jets LLC DBA Stellar Mobility. and suppliers for its aviation fuel and services procurement program. By agreeing to the Magellan Jets LLC DBA Stellar Mobility Supplier Agreement, suppliers are agreeing to these Standard Terms. Capitalized terms used in these Standard Terms and not otherwise defined have the meanings assigned to them in the Magellan Jets LLC DBA Stellar Mobility Supplier Agreement. These Standard Terms and the Magellan Jets LLC DBA Stellar Mobility Supplier Agreement are referred to herein collectively as, this “Agreement.”
1. Term and Termination. This Agreement commences as of the Effective Date and continues for a period of one (1) year unless earlier terminated (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew for additional, successive periods of one (1) year each unless earlier terminated (each a “Renewal Term” and together with the Initial Term, the “Term”). Either party may terminate this Agreement upon sixty (60) days advance written notice to the other party.
2. Non-Circumvention. Supplier shall not circumvent this Agreement to enter into agreements directly with Magellan Jets LLC DBA Stellar Mobility’s members for the same goods and services as are available to Magellan Jets LLC DBA Stellar Mobility’s members under this Agreement.
3. Marketing. Except for use rights expressly granted under this Agreement, nothing in this Agreement will function to transfer any of either party’s intellectual property rights to the other party, and each party will retain exclusive interest in and ownership of its intellectual property developed before this Agreement, developed outside the scope of this Agreement. For the duration of the Agreement, Magellan Jets LLC DBA Stellar Mobility may use Supplier’s name and logo for marketing, public relations, and/or other promotional purposes. Such use may not be in any disparaging manner. Magellan Jets LLC DBA Stellar Mobility agrees to immediately discontinue the use of any of the above in any format upon written notice from Supplier.
4. Confidentiality. Each party shall, during the Term of this Agreement and thereafter, keep confidential and not use for its own purposes nor without the prior written consent of the other party, disclose to any third party any information of a confidential nature (including, without limitation, trade secrets, personally identifiable information of Magellan Jets LLC DBA Stellar Mobility’s members, and information of commercial value) which may become known to either party hereto unless the information is public knowledge or subsequently becomes public knowledge other than by breach of this Agreement or was already known to the receiving party at the time of disclosure or subsequently comes lawfully into the possession of the other party from a third party. Notwithstanding the foregoing Magellan Jets LLC DBA Stellar Mobility is entitled to disclose such information as is necessary to facilitate purchases of Supplier’s goods and to market to new potential members.
5. Limitation of Liability. IN NO EVENT SHALL MAGELLAN JETS LLC DBA STELLAR MOBILITY OR ANY OF ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT MAGELLAN JETS LLC DBA STELLAR MOBILITY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
IN NO EVENT SHALL MAGELLAN JETS LLC DBA STELLAR MOBILITY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO SUPPLIER PURSUANT TO THIS AGREEMENT IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
6. Indemnification. Supplier (as “Indemnifying Party”) shall indemnify Magellan Jets LLC DBA Stellar Mobility and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities claims judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, that are incurred by Indemnified Party (collectively, “Losses”), arising out of any third-party claim alleging: (a) breach of this Agreement; (b) any negligent or more culpable act or omission of Indemnifying Party (including any reckless or willful misconduct); (c) any bodily injury, death of any person, or damage to real or tangible personal property; or (d) any failure to comply with any applicable federal, state, or local laws.
Notwithstanding anything to the contrary in this Agreement, Indemnifying Party is not obligated to indemnify Indemnified Party against any claim if such claim or corresponding Losses arise out of or result from Indemnified Party’s: (x) negligence or more culpable act or omission (including recklessness or willful misconduct); or (y) bad faith failure to comply with any of its obligations set forth in this Agreement.
7. Insurance. During the Term and for a period of one (1) year after termination, Supplier shall maintain at its own expense commercial general liability insurance for bodily injury, death and property loss and damage (including coverages for product liability, completed operations, contractual liability and personal injury liability) covering Supplier for claims, lawsuits, or damages arising out of its performance under this Agreement, and any negligent or otherwise wrongful acts or omissions by Supplier or any employee or agent of Supplier, with Magellan Jets LLC DBA Stellar Mobility listed as additional insured. All such policies of insurance may be provided on either an occurrence or claims-made basis and shall provide limits of liability in the minimum amount of five million dollars ($5,000,000) per claimant (“claimant” is defined as the injured person, his/her spouse, and children, if any) with an annual aggregate of ten million dollars ($10,000,000).
8. Notices. All notices or other communications required or permitted under this Agreement shall be in writing and sent by registered or certified mail, postage prepaid, delivered personally, or by email. Notice shall be deemed to have been given upon receipt. Notices shall be addressed to each party as set forth on the signature page to the Agreement.
9. Third-Party Beneficiaries. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Magellan Jets LLC DBA Stellar Mobility’s members and all parties named in Section 6 of these Standard Terms are intended as third party beneficiaries under this Agreement.
10. Assignment. Supplier shall not assign its rights or delegate its obligations under this Agreement without the prior written consent of Magellan Jets LLC DBA Stellar Mobility. Magellan Jets LLC DBA Stellar Mobility may assign its rights or delegate its obligations under this Agreement upon notice to Supplier but without needing the prior written consent of any party. Any purported assignment in violation of this Section shall be null and void.
11. Force Majeure. Neither party shall be liable to the other party for any delay or failure to perform its obligations hereunder if such delay or failure results from causes beyond its reasonable control. Such causes may include, without limitation, acts of God, fires, epidemics, or other catastrophes, telecommunications failures, equipment failures, power failures, labor disputes, strikes, delays in transportation, riots, war, governmental regulations, non-performance by suppliers and vendors, or problems experienced by Magellan Jets LLC DBA Stellar Mobility’s computer software or hardware failures (an “Event of Force Majeure”). Each party shall give the other party prompt notice of any Event of Force Majeure that may cause delay or non-performance of its obligations hereunder.
12. Governing Law. This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of Delaware, without giving effect to any conflict of laws provisions thereof. Either party shall institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or state courts in each case located in Delaware. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE AFOREMENTIONED COURTS; AND (B) WAIVES ANY OBJECTION TO THAT CHOICE OF FORUM BASED ON VENUE OR TO THE EFFECT THAT THE FORUM IS NOT CONVENIENT; AND (C) WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT, OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY DELAWARE LAW.
13. Survival. Any provision that, in order to give proper effect to its intent, should survive the expiration or termination of this Agreement, will survive such expiration or termination for the period specified therein.
14. Amendments. This Agreement may only be amended, modified, superseded, or supplemented by a written instrument expressly amending, modifying, superseding, or supplementing this Agreement, executed, and delivered by each of the parties hereto. No waiver of any right, remedy, power, or privilege under this Agreement (“Right(s)”) is effective unless contained in a writing signed by the Party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right. The Rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise.
15. Entire Agreement. This Agreement, together with the Standard Terms, contains the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction.