CHARTER411.COM
STANDARD CONTRACT AS
APPLICATION SERVICE PROVIDER FOR
THE ONLINE CHARTER MANAGEMENT APPLICATION

This Agreement is made between Charter411.com and _____________________ (“Client") on ______________ 2002

In consideration of Client retaining Charter411.com to provide and maintain the Online Charter Management Application ("the system") for Client, it is agreed as follows:

1. Compensation and Term

Client hereby retains Charter411.com and Charter411.com hereby agrees to perform the following services: Provide and maintain the online application for charter managment. These services will be delivered via the Internet and will be defined in the following paragraphs.

The Client agrees to pay Charter411.com:
$ _____ Setup Fee
$ _____ for one year of service and
$ 65 an hour for any work done outside of the maintenance definition.

The agreed upon compensation shall be paid by Client to Charter411.com in four (4) equal quarterly installments, commencing with the execution of the agreement. The setup fee shall be paid in full with the execution of the agreement. This Agreement shall commence on the date stated above, and shall remain in effect for one year.

2. Providing Service

Charter411.com will provide the system via the web site charter411.com ("the site") by allowing Client to link to both the applicant start page and the administrator sign-in page. Backward links from the site to Client's main web site can be coded and installed at any mutually agreed upon location in the site to provide seamless integration with
Client's existing web site. Links to the site from Client's existing site can be embedded in a frame page so as to not reveal to the user that the URL has changed. The system will provide the Client with at least the means to accept, retrieve, list,
sort, search, review bookings for charters using their web browser.

The service also includes:
Technical support for applicants provided via a "Request Technical Help" link on the start page. Technical support for administrators provided by phone and direct email.
Any upgrades developed during the Agreement.

3. Providing Maintenance

Charter411.com will provide normal maintenance and training (with normal being defined as taking 4 hours or less per month) during the duration of this Agreement. Additional work, unless brought upon by system failure or error, will be billed at the rate of $65/hour. Administrators can send maintenance requests via a "Suggestion Box" link on the administration page and will be responded to within 24 hours. Charter411.com acknowledges that Client must approve all maintenance requests from administrators. Training sessions can be substituted for a month's maintenance work with the exception of the first month where extra training is provided. Note: Client acknowledges that any maintenance done to the system becomes part of the system as a whole and may be distributed to other Clients.

4. Third Party Hosting

Client acknowledges that the site is hosted at a third party and Charter411.com acknowledges that all benefits and features of the third party are passed on to Client. These include:
99.9% uptime (at least)
Daily data backups (RAID V)
100 amp power backup
24 hour T1 connection to Internet
1GHz Pentium III servers (at least)

If during this Agreement, Charter411.com decides to change hosts, the above features will be pre-requisites for any new hosting provider.

5. Ownership of System and Data

Client acknowledges that all program files are the sole ownership of Charter411.com and Charter411.com acknowledges that all database data is the sole ownership of Client. Charter411.com reserves the right to download the database files for maintenance and backup purposes. Client is free to request an dowload the database files at any time for their own uses.

6. Use of System

Charter411.com grants Client unlimited use of the administrative portion of the system by an unlimited number Client employees. Client is not authorized to give other organizations access to the administrative portion of the system or otherwise share the system with anyone outside the Client organization. Charter411.com reserves the right to cancel service if this is not observed.

7. Confidentiality

Charter411.com recognizes and acknowledges that this Agreement creates a confidential relationship between Charter411.com and Client and that information concerning Client's business affairs is confidential in nature. All such information concerning Client is hereinafter collectively referred to as "Confidential Information."

8. Non-Disclosure

Charter411.com agrees that, except as directed by Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever and that upon the termination of this Agreement it will turn over to Client all database files, documents, papers, and other matter in its possession or control that relate to Client.

9. Referrals

Charter411.com shall extend this Agreement without additional charge to Client by one month for every referral that Client provides Charter411.com, provided that the referral signs a one-year contract. Extension of this Agreement will be provided to Client in a written statement if the referral signs a one-year contract.

10. Termination and Extension

This agreement may be terminated at any time, for any reason by mutual agreement of the parties, or by the Client upon thirty (30) days prior written notice to Charter411.com. Negotiations for an extension of this agreement if mutually requested, will be completed at least thirty (30) days prior to the expiration date of this Agreement.

11. Permits & Licenses

Charter411.com shall, at it's expense procure all licenses and permits which are required to lawfully render the services and agree to comply with all the status, ordinances and regulations which are applicable to the conduct of it's services hereunder.

12. Indemnification of the Client

Charter411.com agrees to indemnify and hold the Client and its board members, officers and employees harmless from any liability (including reasonable attorney's fees and costs) imposed against the Client by reason of the negligent actions or omissions of Charter411.com or it's employees in performing it's services specified in this Agreement.

13. Indemnification of Charter411.com

The Client agrees to indemnify and hold Charter411.com harmless from any liability (including reasonable attorney's fees and costs) imposed against Charter411.com by reason of the negligent actions or omissions of the Client or its employees in performing its services specified in the Agreement.

14. Choice of Law

This Agreement shall be executed in connection here with shall be construed and governed by the laws of the State of Florida and shall be binding upon and inure to the benefit of the parties hereto. The parties agree to submit to the jurisdiction of the courts with the State of Florida.

15. Remedies for Breach

If either party breaches the above agreement, the offended party shall have the right to apply to a court of competent jurisdiction for an injunction to restrain the offending party from employing such employee and for an order to enforce the terms of this section so breached.

16. Termination

If one party (offending party) breaches one or more obligations hereunder, the other party (offended party) shall give the offending party notice which shall specify the nature of the breach. The offending party shall then have 30 days from the receipt of such notice to remedy the breach for which such notice has been given. If at the end of such 30 day period, the Offending party has not cured the breach, the Offended party may thereupon terminate this Agreement by giving the offending party a written notice of termination and at the expiration of the 14th day following the delivery of such notice, the agreement shall be deemed to be terminated and the offended party shall be relieved from further performance of its obligations hereunder.

17. Termination by Charter411.com

Not withstanding the previous section, Charter411.com may terminate this agreement upon 30 days prior written notice if the Client fails to pay Charter411.com in accordance with the provisions of above agreement.

18. Termination by Client

Client may terminate this agreement when it determines that termination is in the best interests of the Client by giving Charter411.com 30 days written notice of the termination. If the agreement is terminated per this section, Charter411.com shall be paid its fee for all services rendered to date of termination.

19. Severability Clause

If a court holds any part, term or provision of the Agreement to by unenforceable, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the patties shall be construed and enforced as if this Agreement did not contain the particular part, term or provision. The parties agree that any agreement by the Client to indemnify shall be construed to be enforceable to the maximum extent allowed by law.

20. Headings

The headings that appear in this agreement have been inserted for the purpose of convenience and ready reference. They are not intended to and shall not be deemed to define, limit or extend the scope or intent of any provision thereof.

21. The Client's Authority

The Client represents and warrants to Charter411.com that the Client has the requisite power and authority to enter into and perform the terms of this agreement and that the Client has done and will continue to do all things necessary so that this agreement will be valid, binding and legally enforceable upon the Client.

22. Assignments

This agreement is not assignable by either party without the prior written consent of the other party, except for an assignment by either party to a parent or a controlled subsidiary or that party.

23. Limitation of Claims

Claims of either party against the other not presented to the other party in writing within one year of the date or the time allowed in the applicable statute of limitations whichever is longer

24. Consequential Damages

The parties agree that in no case shall Charter411.com or the Client be liable for any loss of business, consequential or indirect damages.

25. Record Keeping

The parties agree that Charter411.com will keep all records of transactions and maintenance records, and that the parties will have the right to inspect them upon request.

25. Entire Agreement and Notice

This Agreement contains the entire understanding of the parties and may not be amended without the specific written consent of both parties. Any notice given under this Agreement shall be sufficient if it is in writing and if sent by certified or registered mail.