Final Draft "IATA" Standard Ground Handling Agreement (SGHA) Version Final

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“IATA” Standard Ground Handling Agreement (SGHA)

This “IATA” Standard Ground Handling Agreement (SGHA) (the “Agreement”) is made and effective
[September 15,2022],

BETWEEN: [SERVICIOS VENEAVSEC C.A.] Hereinafter defined and


referred to as (the “Assistant Company”), a corporation organized and existing
under the laws of the [ República Bolivariana de Venezuela], with its head office
located at: Urb. Week-end, Tercera Transversal, Edif. Victoria, Piso 1, Ofic. 1A,
Urimare, Municipio Vargas, Estado La guaira (antes Vargas) Venezuela. Duly
registered in the Tax Information Registry (R.I.F) under the following Number J-
29676576-6.

AND: [NORD WIND LIMITED LIABILITY COMPANY “LLC”] Hereinafter defined


and referred to as (the "Transport Company"), a foreing corporation organized and
existing under the laws of the [Russian Federation], with its head office located at:
Municipal District, Aeroport, Kokkinaki str., Building 4, room 2/1, Moscow 125319,
Russia.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the “Assistant
Company” and the "Transport Company", and both referred to as The Parties, hereby agree as
follows:

TERM AND TERMINATION


From: September fourteen (14), two thousand and twenty-two (2022).-
Until: September fourteen (14), two thousand and twenty-three (2023).-

The following “IATA” Standard Ground Handling Agreement (SGHA), will be applicable and will be
in force (valid) for all Airports approved and authorized by the Aeronautical Authority (INAC)
in the operational specifications of SERVICES VENEAVSEC CA, section A5 and D1.-

Replaces: None.-

I. SERVICES PROVIDED AND DEFINITIONS


1.1 The Assistance Services - AVSEC Security contracted between the “Assistant
Company” and the “Transport Company” are provided by operation.-
1.2 “Operation” means or is understood as both, the arrival and departure of an Aircraft
at the Airports where the “Transport Company” offers its services, that which is inherent to
civil aviation safety procedures, according to what is established in the current technical
standard and the Safety Program of the “Transport Company”.
II. POSITIONS TO BE COVERED
2.1 For the contracted assistance service, the number of agents will be supplied according
to the type of Aircraft used or requirement by the Transport Company and the Aeronautical
Authority.-
2.2 The lack of agents in the service points or (positions) will be debited from the invoice
proportionally to those not covered according to the rate for operation of the “Transport
Company".-
2.3 The service positions to be covered by the “Assistant Company”, at the request of the
Transport Company; are described below:-

2.3.1 Presentation Station Agent (Counter Agent):

a) The security agent must be present at the counters, before the traffic personnel
begin their operations, at the time established by the “Transport Company"-
b) Verify that traffic personnel place the respective "bag tags" (luggage identifier),
and the descriptive code of the luggage (IATA Code) on each piece of checked
baggage.-

________________________________________________________________________________________
Translator Disclaimer: This English version is a true and accurate translation of its original Spanish version. In case of discrepancy, the
original version in Spanish will prevail. Likewise, we are not responsible for errors of substance (content) and form in this translation,
since this translation follows the destination of the main contract, that is, its version in Spanish, which is duly signed by the contracting
parties.
c) Authorize the platform attendant or assistant (“porter”), to send any piece that has
been checked and registered in the checked baggage format at the check-in point.-
d) The aforementioned, will inform via radio to the security agent located in the
shipping belts, of each one of the pieces of luggage sent to that area, as well as the
"bag tags" (luggage identifier) or descriptive code of the first and last piece sent.
e) In the event of broken or open luggage, the security agent located at the check-in
point due to deterioration, will verify that the traffic personnel place the "Limited
Release" label on each piece in order to evince (demonstrate) the risk and record
its condition and will record its registration in the format of counters said amount.-
f) If the situation of pieces of luggage traveling unaccompanied occurs, the
aforementioned will place the "Rush" label and record its quantity in the counter
format.-
g) When the removal of any part that is not shipped occurs, you must cancel in the
format.-
h) In the same way, the Counter Agent will inform the security agent located in the
belts via radio, the number of pieces of luggage without identification "bag tags"
(luggage identifier) that will be sent.-
i) In case of change of "bag tags" (luggage identifier), the Counter Agent will record
the cancellation in the counter format ("CXLD") and the reason for the change.-
j) The Counter Agent will record the amount of mail received from the “Transport
Company” (comail).-
k) In case of receiving luggage in transfer, it will note the number of "bag tags"
(luggage identifier) and the name of the Transport Company of the pieces in
transfer and will verify with the traffic personnel, the number of pieces.-
l) The Counter Agent must remain in the counter until the personnel of the “Transport
Company” indicate the closing of the flight.-
m) The Counter Agent will comply with the civil aviation security procedures
established by the current technical standards and by the Transport Company's
Security Program.

2.3.2 Security agents of the baggage classification and distribution areas (Straps
or Baggage Belts):-

● It is located in the baggage classification and distribution area. It confirms via radio
to the security agent of the Presentation Post the number of pieces of checked
baggage received and a description of the first and last piece.-
● Record the "bag tag" number in the checked baggage format on straps or apply the
procedure established by the transport company and approved by the aeronautical
authority in its Security Program.-
● In case of receiving baggage in transfer, the security agent informs the security
agent located at the presentation station via radio of the number of "bag tags", if the
baggage in transfer does not belong to the carrier, the name of the carrier must be
indicated , with the data of the person in charge who delivers the luggage.-
● In case of receiving an unidentified baggage (without a "bag tag"), you must inform
the agent of the presentation point (counter agent) of the novelty, so that the
personnel of the Transport Company take the pertinent measures.-
● The security agent indicates to the platform attendant in which container to place
the luggage and once the distribution is complete, he awaits instructions from the
platform coordinator for the transfer and custody of the same to the aircraft holds.-

________________________________________________________________________________________
Translator Disclaimer: This English version is a true and accurate translation of its original Spanish version. In case of discrepancy, the
original version in Spanish will prevail. Likewise, we are not responsible for errors of substance (content) and form in this translation,
since this translation follows the destination of the main contract, that is, its version in Spanish, which is duly signed by the contracting
parties.
2.3.3 Security agent for embarkation and disembarkation in the holds.-

Boarding: (embarkation)
● The Security agent for embarkation and disembarkation, shall be wait for the arrival
of the aircraft.-
● The Security agent for embarkation and disembarkation, shall be wait for the
opening of the holds by authorized personnel (Platform Assistant).-
● The Security agent for embarkation and disembarkation, shall be receive the
container with the luggage.-
● The Security agent for embarkation and disembarkation shall perform the
registration and body search of the auxiliary platform personnel, before entering the
holds.-
● The stowage of the luggage in the holds will begin, according to what is indicated
by the platform personnel, authorized by the “Transport Company” (Airline), to fulfill
this function.-
● The Security agent for embarkation and disembarkation shall be register the check-
in baggage control format in holds.-
● Once the stowage on the aircraft is completed, the security agent will check that
there is no luggage left in the container.-
● The Security agent for embarkation and disembarkation, shall be carry out the body
search of the platform personnel again when they get off the aircraft.-

Disembarkation:

● The Security Agent for embarkation and disembarkation must receive the checked
baggage detailed in the cargo manifest (Disembarkation).-
● The Security Agent for embarkation and disembarkation must carry out the
registration and body search of the platform auxiliary personnel, before entering the
warehouse and vice versa.-
● The Security Agent for embarkation and disembarkation must supervise the
unloading of baggage carried out by the platform auxiliary personnel.-
● The Security Agent for embarkation and disembarkation must guard the transfer of
luggage to the straps.-
● Upon arrival at the baggage delivery belt or (luggage straps), the security agent for
embarkation and disembarkation must complete the respective baggage unloading
format, noting the numbering of the "bag tags" of each piece of luggage.

2.3.4 Agent of Security and Control of access to the aircraft.-

● The agent will be located at the main gate immediately upon the arrival of the
plane.-
● The agent must verify that all personnel entering the aircraft have their current
identification and access card, likewise, that they are authorized to enter the
restricted security zone and fulfill their functions, in addition, the agent must verify
and checking their belongings and body search if required according to the case (If
applicable).-
● The agent must withdraw from his position when the service stairs are removed.-

________________________________________________________________________________________
Translator Disclaimer: This English version is a true and accurate translation of its original Spanish version. In case of discrepancy, the
original version in Spanish will prevail. Likewise, we are not responsible for errors of substance (content) and form in this translation,
since this translation follows the destination of the main contract, that is, its version in Spanish, which is duly signed by the contracting
parties.
● Likewise, the security agent must inspect the aircraft as established in the Carrier's
Security Program, approved by the Aeronautical Authority (I.N.A.C.). After each
certification or inspection of the Aircraft, the agent must keep a record that certifies
that the inspection was carried out.

2.3.5 Security agent, arranged in the access control to the perimeter.-

● The agent will be located on the perimeter once the aircraft is located on the
assigned platform.-
● The agent must verify that all persons and vehicles entering the perimeter are duly
authorized and must record the data in the perimeter format (Check Perimeter
format).-
● If the person does not carry their identification and access card or it is not valid, the
agent will not allow them to remain in the area.-

2.3.6 Cargo reception agent:-

● The agent must carry out a visual inspection of the packages, luggage or boxes
sent as cargo, checking the conditions and status of the shipment, as established in
the Security Program approved by the Transport Company and approved by the
Aeronautical Authority.
● The Assistant Company reserves the right, without assuming any responsibility; to
refuse or return any cargo which is considered to contain explosive devices,
weapons or dangerous objects.-
● With respect to unaccompanied personal effects and luggage that will be shipped
as cargo, they will be treated as unknown cargo and consequently inspected or
registered .

2.3.7 Cargo Custody and Security Agent:-

● The security agent must carry out the cargo custody procedure, as established in
the Transportation Company Security Program approved by the Aeronautical
Authority.-

2.3.8 Security Agent in the Provisions and Supplies Preparation Facilities:-

● The Agent must be located in the provisions and supplies preparation facilities
where he must inspect all the articles to be introduced into the aircraft.-
● The Agent must examine the external appearance of items, such as appropriate
weight, signs of alteration in their packaging, display of any inappropriate or
unusual item, among other aspects.-
● The Agent must weigh the trolleys to compare their weight with others and
determine if some have a different weight than the average, which could indicate
suspicion about the shipment.-
● The Agent must inspect the space destined to locate Load the dry ice in the trolley
to prevent other types of items from being introduced into that space.-
● The Agent must seal the trolleys at the end of the inspection with plastic seals to
prevent someone from having access to them without being detected.-
● The Agent must complete the records of the meals, utensils, provisions and any
other item to be introduced into the aircraft in the shipping format.-

________________________________________________________________________________________
Translator Disclaimer: This English version is a true and accurate translation of its original Spanish version. In case of discrepancy, the
original version in Spanish will prevail. Likewise, we are not responsible for errors of substance (content) and form in this translation,
since this translation follows the destination of the main contract, that is, its version in Spanish, which is duly signed by the contracting
parties.
● The Agent must inspect the vehicle in which the trolleys and supplies will be
transported.-
● Items and trolleys will be loaded onto the vehicle and then onto the aircraft under
the constant custody of the security agent,-
● The Agent must escort the vehicle from the provisions and supplies preparation
facilities to the aircraft.-
● The Agent must deliver the supplies to security personnel. auxiliaries that are on
board the aircraft and verify that they complete the forms requested by the
Transport Company, such as the Filling out the respective delivery format.-
● Any modification or changes that are deemed necessary to implement to optimize
the provision of the contracted services, at the request of both the Assistant
Company and the Transport Company; other than those established in clause 2.3
of this contract, must be discussed and approved in writing between the parties,
represented for the specific case by the Director of Security of the Transportation
Company and, by the Directorate of Security in conjunction with the Coordination of
Quality Control of the Assistant Company.-
● These modifications or approved changes will become part of this contract through
an "Addendum".

Any modification or changes that are deemed necessary to implement to optimize


the provision of the contracted services, at the request of both the Assistant
Company as the Transport Company; other than those established in clause 2.3 of
this contract, must be discussed and approved in writing between the parties,
represented for the specific case by the Director of Security of the Transportation
Company and, by the Directorate of Security in conjunction with the Coordination of
Quality Control of the Assistant.

III. RATES
3.1 The rates to be charged by the Assistant Company to the Transport Company for each
operation handled are detailed in the table attached to this contract, according to the
aircraft, model Boeing 777-200 or will be adjusted to the model as required by The
Contractor Company.-
3.2 In the event of any variation in the number of agents provided to cover the different
positions established in this contract, the Assistant Company will charge the Transport
Company twenty percent (20%) of the rate established for the service, for each additional
agent.-
3.3 Variations in the hours or number of AVSEC security agents agreed in this document
require the prior authorization of the Director of Security of the Transport Company. The
invoicing of the hours of additional agent will be carried out independently and supported by
the requests of the representative of the Transportation Company.-
3.4 The rates established in this contract may be increased due to increases in variables or
depreciation of the currency that affect the cost structure of the service, in which case The
Assistant Company, prior communication via email, will notify The Transport Company. The
increases in the rates established in this numeral will be understood to be automatically
accepted by the Transport Company if it is not stated by means of a written communication
to the Assistant Company, receiving the notification without response within seven (7) days
of receipt, in which case it will be will set a meeting with the representatives of the parties of
those areas involved in the agreement and decision-making in this matter in writing.-

________________________________________________________________________________________
Translator Disclaimer: This English version is a true and accurate translation of its original Spanish version. In case of discrepancy, the
original version in Spanish will prevail. Likewise, we are not responsible for errors of substance (content) and form in this translation,
since this translation follows the destination of the main contract, that is, its version in Spanish, which is duly signed by the contracting
parties.
3.5 The rates do not include national taxes such as: Value Added Tax (VAT) and taxes or
percentages of Variable fee charged by airports. The Assistant Company will detail them in
the invoice of the month corresponding to the services provided to The Carrier Company at
that airport, so that said charge is not understood as part of its costs and profits. The taxes
and variable canon percentages are established by the airports and their variations and
increases do not depend on the Assistant Company
3.6 For the services contracted during the night hours from nine post meridian to five before
meridian (09:00 p.m. 05:00 a.m.) the rates will have an increase of twenty percent (20%).-
IV. OPERATIONS
4.1 In case of flights delayed in more than thirty (30) minutes, after the completion of the
time stipulated for the service six hours (06) hours for international flights, the Transport
Company will pay The Assistant Company, the amount equivalent to ten per one hundred
(10%) of the cost of the service for each hour of delay established in the taritas; if the delay
exceeds three (03) hours for international flights, it will generate the payment of another
service. The charges established in this clause will not be applicable if the delays in the
flights of the Carrier are due to causes of force majeure, such as; adverse weather
conditions at airports, whether origin or destination, closure of airports, natural disasters,
government orders or for reasons attributable to the Company of the Assistant Company for
its management, employees, equipment, permits and its own reasons, as in any case due
to its cause attributable to the Assistant Company The service time of an operation will
begin to count from the time of the start of the check-in at the presentation station and will
end with the takeoff of the aircraft.-
4.2 Assistance services (AVSEC security), in the event of a technical scale, will be invoiced
at fifty (50%) of the rate stipulated in this contract, as long as there are no activities that
generate the provision of the service (loading and unloading of baggage, baggage check
counters, etc.), in which case one hundred percent (100%) of the stipulated rate will be
billed.-
4.3 In the event that the Transport Company does not notify the Assistant Company at least
Six (06) hours in advance of the scheduled departure of a flight of the cancellation,
suspension or change in its itinerary, the Assistant Company will apply the charge
established in this contract as a technical scale cost.-
4.4 The assistance service in case of return to the platform, will not give rise to a new
billing, as long as there are no activities that generate the provision of the services of the
Assistant Company, such as loading and unloading of luggage, loading, among others, in
which case the price equivalent to fifty percent (50%) of the fixed rate will be invoiced.-
4.5 When the "custody" service of the aircraft is required, twenty-five percent (25%) of the
service per hour will be charged.-
V. ADDITIONAL SERVICES
5.1 Other security services provided by the Assistant Company to the Transport Company
will be understood as those that are not described in this contract, also involve the provision
of AVSEC services (as long as the staff is available to provide additional services).
5.2 Likewise, the Transport Company may request other service positions in addition to
those established in this contract, in accordance with the security procedures established in
its Security Program.
5.3 The procedures established in the Transport Company or (Carrier) Security Program
will be an integral part of this contract.-
VI. ADDITIONAL FEES

________________________________________________________________________________________
Translator Disclaimer: This English version is a true and accurate translation of its original Spanish version. In case of discrepancy, the
original version in Spanish will prevail. Likewise, we are not responsible for errors of substance (content) and form in this translation,
since this translation follows the destination of the main contract, that is, its version in Spanish, which is duly signed by the contracting
parties.
6.1 All services not included in this contract will be charged as established in paragraph 3.2
of this contract, rates.-
VII. SUBCONTRACTING OF SERVICES
7.1 The Assistant Company may not subcontract the services stipulated in Paragraph 2 of
this contract without prior written agreement with the Transport Company.-
7.2 Notwithstanding the foregoing, if the Assistant Company subcontracts the provision of
all or some of the services indicated above with the authorization of the Transport
Company, the former continues to be responsible to the Transport Company for the
execution of this Contract.
7.3 The Assistant Company will ensure that the subcontracted company complies with the
provisions of the Venezuelan Aeronautical Regulations regarding the certification of its
operations.
VIII. PRICE AND PAYMENT.
8.1 The Assistant Company will deliver the invoices generated at each airport with their
corresponding support (service order forms) to the Security Directorate or its equivalent of
the Transport Company, for verification and approval in relation to the number of operations
attended. monthly. Once the services provided have been verified and confirmed, the
Transportation Company's Security Department returns the signed and stamped invoices to
the Assistant Company.-
8.2 The Assistant Company delivers the signed and stamped invoices to the Administration
Department or its equivalent in the administrative offices of the Transport Company on a
weekly basis, during the first working days of the week for the provision of services, as well
as the corresponding supports (formats service orders).-
8.3 The Assistant Company will invoice weekly the invoices issued in the name of the
Transport Company must be canceled within a period of five (05) days after delivery and
acceptance. If there are observations about the invoicing presented by The Transport
Company, they must be expressed in writing or verbally to the Assistant Company before
the end of the period set for payment.-
8.4 For cases in which the Transport Company incurs in delay or default in payment
according to the term established in this contract, being obligations fully enforceable from
the date of expiration of the invoice, without an explainable cause for said delay or default. ,
the Assistant Company will charge default interest for delay or default in payments, it will be
calculated in accordance with article 108 of the Venezuelan Commercial Code.-
IX. PERSONNEL (STAFF)
9.1 The Assistant Company must have in the areas where the Transport Company is
located the necessary and trained personnel to adequately provide the contracted services,
during all the time that the operations of the Transport Company are active. It is the
obligation of the Assistant Company, as the case may be, to always keep replacement
employees available in order to immediately replace the personnel assigned to the
Transport Company so as not to cause any interruption, delay or alteration in its
operations.-
9.2 The Assistant Company guarantees that the personnel who provide services under this
contract carry out their daily functions with impeccable personal appearance, with uniform
and all the necessary hygiene and safety elements.-
9.3 The personnel employed by the Assistant Company for the execution of this contract
will not have an employment relationship with The Transport Company and, consequently,
the salaries and social benefits and indemnities of the personnel will be borne by and the
exclusive legal responsibility of The Assistant Company. . The Assistant Company will

________________________________________________________________________________________
Translator Disclaimer: This English version is a true and accurate translation of its original Spanish version. In case of discrepancy, the
original version in Spanish will prevail. Likewise, we are not responsible for errors of substance (content) and form in this translation,
since this translation follows the destination of the main contract, that is, its version in Spanish, which is duly signed by the contracting
parties.
respond before the Jurisdictional Bodies and before the Transport Company for all the
circumstances that derive from the aforementioned employment relationship and that result
in damages that affect the flight itineraries, whether these itineraries are regular or special.-
9.4 The Transport Company shall have the right to demand immediate changes of a
security agent who occupies the Assistant Company when it deems it convenient in its
exclusive judgment, presenting to the Assistant Company the necessary evidence that
indicates poor performance in their work or faults in which incurred said staff.-
9.5 All personnel of the Assistant Company that attend to the operations of the Carrier
Company must have adequate and up-to-date training on Aviation Security, in accordance
with the provisions of RAV 112 and the complementary standard CID NC-45-107 of
05/19/2009 "Provisions for the development of training programs on Aviation Security";
Consequently, you must have the certificate of competence of Security Agent of the Civil
Aviation Security Services Company (ESS) issued by the Aeronautical Authority (INAC), as
well as those included in your training program: Introduction to Dangerous Goods and
Security against acts of unlawful interference. In addition to presenting resumes with the
results of the studies for approval by the Transportation Company's Security Directorate at
its base of operations and stopovers.-
9.6 The personnel of the Assistant Company must receive training from the Security
Directorate of the Transport Company in order to comply with the standards established by
it, and in accordance with its Security Program. For this, a basic trainer from the Assistance
Company may be enabled who, in turn, will act as a local trainer for the rest of the
staff.-
X. EQUIPMENT
10.1 The Assistance Company, as the case may be, must have the necessary equipment to
adequately provide the contracted services (radios, hearing protectors, reflective vests,
raincoats, biosafety implements, etc.). The control materials, such as: aircraft stamps and
specific forms of the carrier, will be supplied by the Security Directorate of the Carrier
Company, likewise, they may be supplied by the Assistant Company if required.-
10.2 The supply of control materials by the Assistant Company to the Transport Company
will imply their collection in the monthly billing, in proportion to their acquisition costs and
the amounts used by the Transport Company's operations.
XI. SPECIAL CONDITIONS
11.1 The services indicated in Paragraphs 1 and 2, will be provided on the days and hours
indicated by the Transport Company in writing.-
11.2 All operations must be carried out in accordance with the standards established in the
Transport Company's Security Program.-
XII. LIABILITY
12.1 The Assistant Company will be responsible for the fulfillment of the services
established in this contract, as well as those indicated in the flight itinerary provided by the
Transport Company. The Assistant Company assumes the costs as a consequence of
incompetence, intentionality, absences or delays to work and non-compliance with
regulations established by the Aeronautical Authority, Airport Authorities, Police Authorities,
Safety and Industrial Hygiene, incurred by its managers, directors, supervisors , employees
and contractors and that affect the Transport Company, and tacitly agrees to authorize the
Transport Company to deduct from the invoices presented for collection any sanction, fine
or payment of any kind that for reasons attributable to The Assistant Company, its directors,
managers, employees and contractors. Likewise, the Transport Company, undertakes to
deliver the corresponding supports of such expenses incurred to the Assistant Company.-

________________________________________________________________________________________
Translator Disclaimer: This English version is a true and accurate translation of its original Spanish version. In case of discrepancy, the
original version in Spanish will prevail. Likewise, we are not responsible for errors of substance (content) and form in this translation,
since this translation follows the destination of the main contract, that is, its version in Spanish, which is duly signed by the contracting
parties.
12.2 The charges established in clause 12.1 will not be applicable to the Assistant
Company if the delays in the flights of the Carrier are due to causes of force majeure such
as adverse weather conditions at airports, whether they are of origin or destination; closure
of airports, natural disasters, government orders or as a result of incompetence,
intentionality, lack of work or delays and non-compliance with regulations established by the
Aeronautical Authority, Airport Authorities, Police Authorities, Safety and Industrial Hygiene,
incurred by managers, directors, supervisors, employees, contractors of the Transport
Company or for reasons of the same.-
12.3 Error in baggage boarding: when a bad baggage boarding occurs, at the stations
where the Assistant Company provides its services to the Transport Company, the
Assistant Company will be responsible for delivering the piece(s) to their destiny; assuming
the expenses incurred, as long as it is determined that they were correctly billed or labeled
and have been subjected to all the controls that a baggage must comply with.-
12.4 Loss of luggage: when a loss of luggage occurs due to causes attributable to the
Assistant Company, it must, in principle, comply with the search and location; If the location
of such baggage is negative, the affected passenger(s) will be compensated, in accordance
with the provisions of article 101 of the Civil Aeronautics Law and the General Conditions of
Air Transport (Venezuelan Regulations); This provision applies in those cases where the
Assistant Company provides its services both at origin and destination.-
12.5 Theft or violation of baggage: when the violation or theft of luggage occurs, the
Assistant Company must apply the procedures established for this purpose, verifying that
said claim is not for the transfer of items not allowed in checked baggage, such as, money,
jewelry, electronic equipment and perfumes. Once the responsibility of the Assistant
Company has been determined, compensation will be made according to the difference in
the weight of the violated baggage between the station of origin and the station of
destination, in accordance with the provisions of the General Conditions of Air Transport.-
12.6 With respect to the provision of services agreed upon by the parties in this Contract,
the Assistant Company will be an independent contractor that works with its own elements,
implements and personnel, which is why they do not and cannot compromise the labor
responsibility of the Company. Carrier against the workers of the former, by virtue of the
provisions of the Organic Law of Labor for Workers ("LOTTT") in force in its article 49. Both
parties are different legal entities, with different corporate purposes and have in charge of
the services object of this contract with its own elements; therefore, the commercial
relations derived from the execution of this contract are only related to the provision of
services established in it and, by virtue of the foregoing, there is no employment or
subordination relationship between the personnel who work for the Company. Assistant and
the Transport Company.-
12.7 The Assistant Company is considered a contractor for all legal purposes and in no
case may they be considered as an intermediary or outsourcer between the Transport
Company and the people who provide their services to the Assistant Company.-
12.8 The service provided by the Assistant Company to the Transport Company does not
constitute an activity inherent or related to the corporate purpose of the latter, which is why
there will be no joint and several liability in labor matters for any litigious circumstance that
may arise with the Company's personnel. Assistant during the execution of this contract and
after it, in accordance with the provisions of article 50 of the Organic Labor Law (LOTTT) in
accordance with article 23 of the Regulations of the Organic Labor Law ("RLOT").-
12.9 The Parties mutually agree to comply with current legislation on labor, social security,
occupational health and safety with respect to the personnel hired for such purposes and

________________________________________________________________________________________
Translator Disclaimer: This English version is a true and accurate translation of its original Spanish version. In case of discrepancy, the
original version in Spanish will prevail. Likewise, we are not responsible for errors of substance (content) and form in this translation,
since this translation follows the destination of the main contract, that is, its version in Spanish, which is duly signed by the contracting
parties.
notify their personnel in writing of the risks associated with the service provided; as well as
how to prevent them, forcing them to deliver and provide them with the tools, uniforms and
work supplies necessary for such purposes.-
12.10 The Parties mutually agree to act in compliance with everything related to Industrial
Safety, Occupational Safety and the use of the Respective Safety Equipment, which are
required for the effective and safe performance of the service agreed in this contract,
equipment that are established in the Organic Law on Prevention, Conditions and Work
Environment ("LOPCYMAT"). In case of accidents or death of some of the Workers of any
of the Parties in the execution of this service contract, each party will be individually and
fully responsible for their worker. Each one of the parties to this contract will only be obliged
to respond, in the event of any accident or death of any worker, for their own workers and
never for misfortunes befalling the workers of the other party.-
12.11 The parties undertake to keep updated the Social Security Registry of each Worker
who is involved in the provision of the services agreed in this contract.-
12.12 In accordance with the provisions of article 57 of the LOPCYMAT, there will be no
liability of the Parties with respect to the other party, in terms of occupational misfortunes,
since the service agreed in this contract does not constitute an activity inherent or related to
the corporate purpose. of the Transport Company.-
12.13 Likewise, the parties undertake not to offer an employment contract to personnel who
are in an active working condition within them, nor during their internal processes of
recruitment and selection of personnel, nor when the culmination of this contract takes
place, as established in PARAGRAPH 14; in order not to violate or affect the activities of
each one in their commercial activities to avoid unfair competition.-
XIII. CHANGE OF ITINERARIES
13.1 The Transport Company or (Carrier's) itinerary changes must be informed to the
Assistant Company with due anticipation, in accordance with the provisions of paragraph 4,
number 4.3.-
XIV. DURATION OF THE CONTRACT
14.1 This contract will have a duration of one (01) years, being the same automatically
extendable for periods of equal time, without requiring the written communication of any of
the parties.-
14.2 If any of the parties wishes to terminate this contract, they must notify the other in
writing, at least thirty (30) continuous days in advance, counted from the expiration date of
the contract.-
14.3 Likewise, any of the contracting parties may terminate this contract at any time, without
incurring any penalty and without the need for just cause, by means of a written notice sent
to the other party considering at least thirty (30) days for the settlement of the commercial
relationship.-
14.4 When the Transportation Company is the interested party in the termination of this
contract, due to expiration or voluntary cause; the amounts owed for the services provided
by the Assistant Company must be paid in full in accordance with the provisions of
Paragraph 8 of this contract.-
XV. CONFIDENTIALITY
15.1 The parties undertake to give confidential treatment to the information exchanged by
both companies in order to comply with the provisions of this Agreement, information that
may not be disclosed to third parties except with the express written consent of the other
party, or in the case of being required by any competent authority.-

________________________________________________________________________________________
Translator Disclaimer: This English version is a true and accurate translation of its original Spanish version. In case of discrepancy, the
original version in Spanish will prevail. Likewise, we are not responsible for errors of substance (content) and form in this translation,
since this translation follows the destination of the main contract, that is, its version in Spanish, which is duly signed by the contracting
parties.
XVI. GOVERNING LAW AND ARBITRATION
16.1 Any controversy or difference that arises regarding the existence, extension,
interpretation and fulfillment of this contract will be resolved exclusively and exclusively
through arbitration in the City of Caracas, Venezuela, in accordance with the provisions of
the General Regulations of the Arbitration Center of the Chamber of Caracas ("CEDCA").
The Arbitral Tribunal will be composed of (3) arbitrators, who will decide according to law.-
XVII. NOTICES
17.1 All notices and communications must be sent in writing to the Administrative Offices of
the parties, through their own courier services or by email with acknowledgment of receipt
or courier service.
XVIII. RESPONSIBLE.
18.1 By "the Transport Company"
Limited Liability Company "NORD WIND".-
Address Municipal District, Aeroport, Kokkinaki str., Building 4, room 2/1, Moscow 125319,
Russia.-
Representative or Deputy Manager.-
Email:

18.2 By "the Assistant Company"


Servicios Veneavsec, CA-
Miguel Morillo Velásquez.-
CIV-15.588.586.-
Position: Legal Consultant.-
Address: Urb. Week-end, Tercera Transversal, Edif. Victoria, Piso 1, Ofic. 1A
Urimare, Municipio Vargas, Estado La guaira (antes Vargas)
Postal Code: 1161
Telephones: 0212-3520204.
T.Cell. Corp.: 0412 2209002
0412 2317567
Email:mmorillo@veneavsec.com

XIX. APPENDANTS (RATES).


No Content.- (“the Assistant Company” will reflect the rates on a separate exhibit)
IN WITNESS WHEREOF, the parties have executed this Agreement on September 15, 2022, in
Maiquetía, La Guaira state, Venezuela.

For NORD WIND LIMITED LIABILITY COMPANY “LLC”.-

Representative or Deputy Manager.-

For SERVICIOS VENEAVSEC C.A.-


(Illegible autograph signature)

Mr. Miguel Morillo Velásquez.-


Legal Consultant.-

________________________________________________________________________________________
Translator Disclaimer: This English version is a true and accurate translation of its original Spanish version. In case of discrepancy, the
original version in Spanish will prevail. Likewise, we are not responsible for errors of substance (content) and form in this translation,
since this translation follows the destination of the main contract, that is, its version in Spanish, which is duly signed by the contracting
parties.

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