BARS Audit and Registration

Agreement Handling Notes

Introduction
The BARS Audit and Registration Agreement is to be used for all BARS Audits conducted in
accordance with the Flight Safety Foundation BARS Audit Program. Please refer to the BARS
Program Manual (BPM) Section 5 and 8 for further details on Audit and Registration Agreement
handling.
The Audit Company and the Aircraft Operator should review the appropriate sections of this
coversheet to ensure the correct handling of this Agreement.
This coversheet DOES NOT form part of the BARS Audit and Registration Agreement. It will be
removed by the BPO at the time of receipt at the Program Office.
The Agreement contains a Schedule. This Schedule cover Initial BARS Audits, Core level renewal
Audits, Comprehensive level renewal Audits, Monitoring Audits and Aerial Work Audits. The
Audit Company must ensure the correct information is completed for the planned audit.

Check
Audit Company  Aircraft Operator 
Please check/confirm the following when drafting Please check/confirm the following before
and processing the Audit and Registration returning the Agreement to the Audit Company:
Agreement:
1. Ensure the template used for the Audit is the latest
version downloaded from the BARSoft Docs Tab
2. Ensure that the correct information in the Schedule to
this Agreement has been completed for the planned
audit the Aircraft Operator requires and agrees with the
negotiated terms and Operational Categories.
3. Ensure that all the pages of the Audit and Registration
Agreement have been included in the final document
sent to the AO
4. Enter the date the Audit and Registration Agreement
is raised in the top corner of page 1
5. Ensure the correct AC address has been noted on the
first page of the Agreement
6. Email a (scanned) copy to the Aircraft Operator
1. Check that the correct information in the
Schedule to this Agreement has been completed in
line with the negotiated terms and Operational
Categories
2. Check the AO address on the first page is correct
3. Check there are two signatures on the signature
page for the Aircraft Operator; the authorized
person and the witness
4. Check that every page has been initialled by the
authorized person (not required for witness)

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 5. Check that all pages are included in the final
signed document and in sequence
6. Email a scan of the Agreement to the Audit
Company

7. Ensure there are two signatures for the AC: the

authorized person and a witness
8. Ensure every page has been initialled by the AC’s
authorized person (not required for witness)
9. Ensure there are two signatures for the AO
(authorized person/witness) and all pages are initialled
10. Scan all pages of the final signed Agreement and
email to the BPO ([email protected])

Invoicing of the AO for the Basic Audit Fee will be completed on receipt of the scanned Audit and
Registration Agreement, to facilitate prompt payment of the Audit Company Fee to the AC.

Table of Audit Streams

Types of Designation Operational

Types of Audit Monitoring Audit
(Colour) (1) Categories (2)
Silver and Gold Operational Monitoring Audit
Comprehensive available Categories Required
Renewal Stream available

Initial Audit
No Silver or Gold Operational Nil Monitoring
Core Renewal Categories Audit
Stream available

Aerial Work Valid for Initial and No Silver or Gold Limited Nil Monitoring
Audit Renewal Operational Audit
Categories

(1) See Agreement definitions and section 5 of the BPM for more information.
(2) See BARS Question Masterlist for more information.

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Audit and Registration Agreement

v12.1

Date raised

Parties Flight Safety Foundation Ltd ACN 135 771 345

of Level 16, 356 Collins Street, Melbourne, Victoria 3000, Australia
(FSF)

__________________________________________________________
Full name of Audit Company, including Audit Company’s ACN (if applicable)

of ________________________________________________________
Address of Audit Company

(Audit Company)

__________________________________________________________
Full name of Aircraft Operator, including Aircraft Operator’s ACN (if applicable)

of ________________________________________________________
Address of Aircraft Operator

(Aircraft Operator)

Introduction

A. FSF has established a Basic Aviation Risk Standard (BARS) for use in respect of air services for the
contracted aviation sector.

B. The Audit Company is registered by FSF to undertake Audits against the Standard for Aircraft Operators.

C. The Aircraft Operator has been asked to adopt the Standard for its operations, and wishes to be audited
against the Standard, and to achieve Registration.

D. FSF will only register an operator as a BAR Standard Registered Aircraft Operator if it has been successfully
audited and has permitted the dissemination of the audit outcomes amongst BARS Member Organizations
on a confidential basis in accordance with the terms of this Agreement.

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It is agreed

1. Definitions and interpretation

1.1 Definitions

In this Agreement words with specific meanings or definitions are described below. The first use of the
word in the agreement is highlighted using bold text:

(1) Aerial Work Audit means a reduced scope Audit carried out on operators who cannot carry
passengers by either aircraft configuration or regulatory approvals.

(2) Agreement means this document, including any schedule or annexure to it;

(3) Aircraft Operator means an aviation company, or owner of one or more aircraft, which provides
or wishes to provide aviation services;

(4) Audit means the audit to be undertaken by the Audit Company of the Aircraft Operator in
accordance with this Agreement;

(5) Audit Company Fee means a defined portion of the Set Fee and the Audit Options Fee and
Supplemental Fee paid to the Audit Company, for the performance of their obligations in the
conduct of the Audit and subject to the Performance Management Scheme. The relevant Audit
Company Fee is noted in the schedule;

(6) Auditor means a person assigned by the Audit Company to perform the Audit;

(7) Auditor Day means the amount of work undertaken by a single individual Auditor in the course of
an Audit on a single day (ie. two Auditor Days may be two Auditors for one day, or one Auditor for
two days);

(8) Audit Reports means the Short Form Interim Audit Report, the Initial Audit Report and the Final
Audit Report;

(9) BARS Notifications means the formal method of communicating changes of policy or procedures
within the Program;

(10) BARS Program Manual means the manual so named issued by FSF from time to time pertaining to
the operational aspects of the Program, covering matters such as the update of the Standard, the
accreditation of Auditors, the conduct of Audits, the provision of Audit Reports and the update,
maintenance, content of, and rights of access to, BARSoft;

(11) BARSoft means the web based system maintained by FSF which makes available to different
categories of persons different information concerning the Program;

(12) BARSoft User Guide means the manual or instructions for the utilization of the BARSoft
application;

(13) Basic Audit Fee means the amount made up of the Set Fee and, if relevant, the Supplemental Fee
and/or the Options Fee, as specified in the Schedule;

(14) BMOs (BARS Member Organizations) means those persons being end users of aviation services
who are participating in the Program, including their affiliates as provided by the BARS Program
Manual, and BMO means any one of them;

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(15) BPO (BARS Program Office) means the office appointed by FSF to run and oversee the Program;

(16) Closing Meeting means the meeting convened by the Lead Auditor at the conclusion of the on-
site phase of the Audit;

(17) Comprehensive Registration Stream means a renewal Audit undertaken to the full advanced
scope of the Program.

(18) Confidential Information means:

(a) All information, data or documentation of any type relating to the Aircraft Operator and
its businesses, transactions, operations and affairs including but not limited to the Audit
Reports or any part thereof;

(b) All other information treated by the Aircraft Operator as confidential;

(c) All notes, data, reports and other records (whether or not in tangible form) wholly or
partly based on, incorporating or derived from information referred to in paragraphs (a)
or (b); and

(d) All copies (whether or not in tangible form) of the information, notes, reports and
records referred to in paragraphs (a), (b) or (c),

but does not include any of the foregoing:

(e) If it is in or comes into the public domain; or

(f) Is already in the relevant persons possession, or comes into their possession and is not
subject to an obligation of confidentiality;

(19) Continuous Registration means an Aircraft Operator who has completed consecutive years of
Registration by undertaking renewal Audit(s) between 90 days and 30 days prior to the current
Registration expiry date, and, closing any and all Priority 1 Findings and Priority 2 Findings within
the nominated due date;

(20) Core Registration Stream means a renewal Audit undertaken to the reduced scope of the
Program;

(21) Disclaimer means a disclaimer provided by the Audit Company in respect of the Short Form
Interim Audit Report, the Initial Audit Report and/or the Final Audit Report, in accordance with
clause 5.2;

(22) Final Audit Report means the final form of audit report issued in respect of the audit of an
Aircraft Operator, confirming that all Priority 1 Findings and Priority 2 Findings have been closed,
and otherwise allowing the Aircraft Operator to achieve or maintain Registration. The Final Audit
Report shall replace the Initial Audit Report;

(23) Gold Designation means an Aircraft Operator that has undergone an Audit and is registered in the
Comprehensive Registration Stream. This designation signifies that the Aircraft Operator has
completed three consecutive years of Continuous Registration;

(24) Green Designation means an Aircraft Operator that has undergone an Audit and has achieved
Registration;

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(25) Indemnified means FSF, Flight Safety Foundation, Inc. (FSFI) (incorporated in the State of New
York, USA), any other person controlling, controlled by or under direct or indirect common control
of FSF or FSFI, and including in respect of each of them, members of their Board of Governors,
directors, officers, employees, independent contractors and subcontractors, including the Audit
Company and its employees;

(26) Initial Audit means an Audit conducted on an operator who does not hold a current and valid
Registration in the Program;

(27) Initial Audit Report means the initial form of the audit report prepared by the Lead Auditor in
respect of the Audit of an Aircraft Operator, outlining the items to be addressed in order to
achieve or maintain Registration;

(28) Item means an item within the Schedule;

(29) Lead Auditor means the person assigned by the Audit Company to control the Audit;

(30) Monitoring Audit means a reduced scope Audit conducted on an Aircraft Operator who holds
Gold Registration;

(31) Onsite Phase means the phase of the Audit where the Auditors are at the Aircraft Operator’s
premises;

(32) Opening Meeting means the meeting organized by the Lead Auditor to occur at the
commencement of the on-site phase of the Audit;

(33) Options Fee means the additional negotiated portion of the Basic Audit Fee, agreed between the
Aircraft Operator and Audit Company, based on the operational categories selected in the
Schedule and for the amount specified in the Schedule;

(34) Performance Measurement Scheme means the scheme specified in the Schedule and Program
Documents;

(35) Priority 1 Finding means a significant finding against the Standard or checklist that is identified
during an Audit, as further described in the BARS Program Manual. All Priority 1 Findings must be
closed to produce a Final Audit Report;

(36) Priority 2 Finding means a finding against the Standard or checklist that is identified during an
Audit, as further described in the BARS Program Manual. All Priority 2 Findings must be closed to
produce a Final Audit Report;

(37) Priority 3 Finding means a low grade audit finding against the Standard or associated checklist, as
further described in the BARS Program Manual. Priority 3 Findings are not required to be closed
to produce a Final Audit Report or achieve Continuous Registration;

(38) Program means the program of auditing and reporting of Aircraft Operators in respect of
conformity with the Standard;

(39) Program Documents means the Standard, the BARS Program Manual, BARSoft User Guide, BARS
Notifications and other controlled documents issued by the BPO from time to time;

(40) Provisional Registration means the provisional registration defined in clause 6;

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(41) Registration means being registered as a BAR Standard Registered Aircraft Operator. This includes
Aerial Work registration and registration under either the Core Registration Stream or
Comprehensive Registration Stream;

(42) Set Fee means that portion of the Basic Audit Fee determined by FSF as required to achieve and
maintain the minimum quality and performance standards of auditing;

(43) Short Form Interim Audit Report is an alerting report to inform the BMOs that the Audit has been
conducted and a brief summary of the scope of the Audit and initial number of draft findings;

(44) Silver Designation means an Aircraft Operator that has undergone an Audit and is registered in
the Comprehensive Registration Stream. This designation signifies that the Aircraft Operator has
completed two consecutive years of Continuous Registration;

(45) Standard means the Basic Aviation Risk Standards as issued by FSF from time to time, including
but not limited to the BAR Standard, the Aerial Mustering Standard, RPAS Standard and the
Offshore Helicopter Operations Standard;

(46) Supplemental Fee means the additional negotiated portion of the Basic Audit Fee, agreed
between the Aircraft Operator and Audit Company, based on the complexity and scope of an
Initial Audit or an Comprehensive Registration Stream Audit, for the amount specified in the
Schedule;

(47) Support Auditor means the person assigned by the Audit Company and the Lead Auditor to assist
the Lead Auditor in undertaking the Audit; and

(48) Variable Fee means an amount calculated in accordance with the Schedule and covers such items
as travel and accommodation and all other costs which are not included in the Basic Audit Fee
and Audit Company Fee.

2. Interpretation

(1) Words and phrases used but not defined in this Agreement and defined in a Program Document,
have, subject to clause 2(7), the meaning given to them in that Program Document.

(2) Reference to:

(a) The singular includes the plural and the plural includes the singular;

(b) Dollars means United States dollars unless otherwise stated; and

(c) Day means calendar day.

(3) “Including” and similar expressions are not words of limitation.

(4) Where a word or expression is given a particular meaning, other parts of speech and grammatical
forms of that word or expression have a corresponding meaning.

(5) Headings and any table of contents or index are for convenience only and do not form part of this
Agreement or affect its interpretation.

(6) A provision of this Agreement must not be construed to the disadvantage of a party merely
because that party was responsible for the preparation of the Agreement or the inclusion of the
provision in the Agreement.

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(7) In interpreting this Agreement or the Program Documents, in the event of conflict between any of
them they will be interpreted in the following descending order of precedence:

(a) This Agreement;

(b) The Standard;

(c) The BARS Program Manual; and

(d) Other Program Documents as issued by the BPO from time to time.

3. Audit Engagement

3.1 FSF agrees to procure the Audit Company to undertake the Audit.

3.2 The Aircraft Operator acknowledges that it has been responsible for selecting the Audit Company and that
the format for this selection and appointment process was entirely at the discretion of the Aircraft
Operator. The Audit Company and the Aircraft Operator are to agree to the appointment of the Lead
Auditor and Supporting Auditor, who need to be acceptable to FSF in accordance with the Program
Documents.

3.3 The Aircraft Operator acknowledges there is a limit of two (2) consecutive audits that the same Audit
Company or any Auditor undertakes for the ongoing registration of the Aircraft Operator;

3.4 The Audit Company agrees to conduct the Audit in accordance with the Program Documents, and accepts
that its commitment to do so is a condition of its continued status as a Registered BARS Audit Company.

3.5 The Audit Company agrees that the Auditors assigned to an Audit will exclusively work on such Audit for
the Onsite Phase, unless otherwise agreed in writing by FSF.

3.6 The Aircraft Operator agrees to provide the Audit Company, and its personnel such access to the Aircraft
Operator’s premises, records, equipment and personnel as are required to enable the Audit to be
conducted in accordance with the Program Documents.

3.7 The Audit Company may terminate the Audit at any time where the Audit Company reasonably
determines that the Audit cannot be satisfactorily completed due to inadequate access to the Aircraft
Operator’s personnel, records, equipment or premises, or the Aircraft Operator, in the reasonable opinion
of the Audit Company, does not intend to complete the closure of the Audit findings.

3.8 The Aircraft Operator agrees to provide FSF, and its personnel such access to the Aircraft Operator’s
premises, records, equipment and personnel as are required to enable FSF to oversee the conduct of the
Audit in accordance with the Program Documents.

3.9 The Aircraft Operator may terminate the Audit at any time, in which case it will give notice to each of FSF
and the Audit Company.

3.10 Each of the Audit Company and the Aircraft Operator agree to abide by and perform each of the
obligations imposed on them under the Program Documents in relation to the Audit.

3.11 The Audit Company warrants that both it, and the assigned Auditors do not have a conflict of interest as
described in the Program Documents, for the conduct of this Audit;

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4. Payment

4.1 FSF will invoice the Aircraft Operator for the Basic Audit Fee in full on signing of this Agreement. The
Aircraft Operator must pay the invoiced amount within 14 days of receipt of the invoice or no later than 21
days prior to the scheduled Opening Meeting, whichever occurs earlier.

4.2 The Aircraft Operator will pay the Variable Fee to the Audit Company at the times specified in the
Schedule.

4.3 The Audit must not be conducted by the Audit Company until at least 21 days after the Basic Audit Fee is
received by FSF, unless otherwise agreed by FSF. FSF has no obligation to pay the Audit Company Fee to
the Audit Company, unless and until FSF has received the Basic Audit Fee from the Aircraft Operator,
accordingly if the Audit Company commences the Audit earlier, it does so at its own risk.

4.4 The Audit Company will invoice FSF for the Audit Company Fee (to be paid by FSF out of the Basic Audit
Fee) as follows:

(1) 60% upon notification from FSF that the Basic Audit Fee has been received from the Aircraft
Operator;

(2) 20% upon delivery to FSF of the Initial Audit Report and FSF determining that the Initial Audit
Report satisfies the quality control checks specified in the Program Documents; and

(3) 20% (the Final Payment) upon finalization of the Audit, the provision to FSF of the Final Audit
Report and FSF determining that the Final Audit Report satisfies the requirements of the
Performance Measurement Scheme.

4.5 The Audit Company acknowledges and agrees that if FSF reasonably determines that the Final Audit
Report does not satisfy the requirements of the Performance Measurement Scheme, FSF may withhold
the Final Payment permanently at its discretion.

4.6 Subject to clause 4.3, FSF will pay all properly rendered invoices within 14 days of receipt.

4.7 If an Audit Company does not complete an Audit or declines in accordance with the Program Documents
to deliver an Initial Audit Report in respect of the Aircraft Operator because of “substantial shortcomings”,
in accordance with clause 3.7, or any other reason, then the Aircraft Operator will not be entitled to
Registration. In such case FSF will assess the fees payable on a case-by-case basis and determine those
fees that should be paid to the Audit Company as are reasonable in the circumstances, with the balance to
be repaid to the Aircraft Operator.

5. Audit Reports

5.1 The Audit Company and FSF agree that the Initial Audit Report and the Final Audit Report will belong to
the Aircraft Operator. The Audit Company may copy such reports for its own internal purposes, but may
not otherwise disseminate them. If the Aircraft Operator copies or disseminates any such report, the
report must be circulated in its entirety, including all relevant disclaimers.

5.2 The Audit Company acknowledges and agrees that all data generated during an Audit may only be used for
the purposes preparing an Initial Audit Report and Final Audit Report.

5.3 The Aircraft Operator and FSF acknowledge that the Audit Company may incorporate the Disclaimer into
the Short Form Interim Audit Report, the Initial Audit Report and the Final Audit Report, provided that the
terms of such Disclaimer are not inconsistent with the terms of this Agreement or the terms of any other

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agreement that the Audit Company may have with FSF from time to time. To the extent that any such
Disclaimer is inconsistent with this Agreement, the terms of this Agreement shall prevail.

5.4 The Aircraft Operator and the Audit Company agree that FSF may copy and reproduce the Final Audit
Report as required for the purposes of the Program, including by placing a copy of the same in BARSoft so
that it is available to all BMOs. The Aircraft Operator and the Audit Company further agree that BMOs may
copy and reproduce such report, as required for their legitimate purposes, provided the report is treated
as confidential.

5.5 During the period of Provisional Registration of an Aircraft Operator, each of the Aircraft Operator and the
Audit Company agree that FSF may copy and reproduce the Short Form Interim Audit report or the Initial
Audit Report as required for the purposes of the Program. FSF agrees to remove the Short Form Interim
Audit Report and the Initial Audit Report from BARSoft when the Aircraft Operator becomes a BAR
Standard Registered Aircraft Operator, when the Aircraft Operator ceases to have Provisional Registration,
or when the Final Audit Report is available. The Aircraft Operator and the Audit Company further agree
that BMOs may copy and reproduce such report, as required for their legitimate purposes, provided the
report is treated as confidential.

5.6 FSF will place on BARSoft the Short Form Interim Audit Report and the Initial Audit Report and then
replace it with the Final Audit Report in accordance with clause 5.5 such that the respective report is
available for viewing by all BMOs once FSF determines that the respective report satisfies the quality
control checks specified in the Program Documents. FSF will notify the Aircraft Operator when such
releases occur.

6. Registration

6.1 Provisional Registration of the Aircraft Operator will be accorded once the Audit Company delivers to FSF
the Short Form Interim Audit Report. Such Provisional Registration will last for 120 days (or such longer
period as may be permitted in accordance with the Program Documents) and then lapse, or until:

(1) The Aircraft Operator requests cancellation of the Provisional Registration or requests
termination of the Audit; or

(2) The Final Audit Report is delivered to FSF and FSF determines that the Final Audit Report satisfies
the quality control checks specified in the Performance Measurement Scheme and Program
Documents, in which case the Aircraft Operator will be registered as a BAR Standard Registered
Aircraft Operator.

6.2 Provisional Registration may be cancelled in accordance with the Program Documents if the Aircraft
Operator fails to undertake a corrective action identified in an Initial Audit Report within the time specified
in that Initial Audit Report or otherwise mandated by the Program Documents.

6.3 Unless sooner terminated or modified in accordance with the Program Documents, Registration once
obtained lasts for 12 months, which period is deemed to commence on the date on which the Closing
Meeting was conducted or previous Registration expires.

6.4 An Aircraft Operator who has satisfied the criteria for recognition as Gold Designation in the
Comprehensive Registration Stream shall retain Gold Designation in accordance with the Program
Documents for a period of two (2) years from the date of Registration renewal subject to completion of a
Monitoring Audit within 12 months of the Registration renewal date that the last Gold Designation
Registration was achieved.

6.5 Aircraft Operators acknowledge that Silver Designation and Gold Designation is not available to
participants in the Core Registration Stream or the Aerial Work Audit Stream.

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6.6 Renewal Audits shall be conducted between 90 and 30 days prior to Registration expiry to assure
Continuous Registration.

7. Intellectual property

7.1 Each of the Audit Company and the Aircraft Operator acknowledge that all intellectual property rights in
the Program Documents and BARSoft, remain the sole and exclusive property of FSF, save that:

(1) The Aircraft Operator has a non-exclusive right to reproduce the Program Documents as required
to obtain Registration and prepare for and participate in the conduct of the Audit; and

(2) The Audit Company has a non-exclusive right to reproduce the Program Documents as required to
conduct the Audit; and

(3) Each of the Aircraft Operator and the Audit Company have a non-exclusive right to use BARSoft in
accordance with its terms.

7.2 The Audit Company assigns and, to the extent necessary shall procure that the Lead Auditor and Support
Auditor assign, all copyright and other intellectual property in the Initial Audit Report and Final Audit
Report to the Aircraft Operator.

8. Status and Liability

8.1 The Aircraft Operator acknowledges that the Standard is made generally available with a view to raising
awareness of safety and risk issues in respect of aviation and associated operations in the resource sector
and other sectors which use general aviation. The Aircraft Operator acknowledges that it must comply
with all regulations relevant to its existence and operations. To the extent that the Standard is inconsistent
with the applicable regulations, the regulations shall prevail. The Aircraft Operator acknowledges and
agrees that it must not rely solely on the Standard to manage risk, and must exercise its own skill, care and
judgment with respect to the management of risk and the use of the Standard.

8.2 FSF expressly disclaims any and all liability and responsibility to any person in respect of the consequences
of anything done or not done in reliance, whether wholly or in part, on the Program Documents. In no
circumstances will any of the Indemnified be liable for any indirect or consequential damages resulting
from use of or reliance on the Program Documents.

8.3 Notwithstanding any other provisions or any other limitation or limiting clause in this Agreement, the
Aircraft Operator agrees to fully indemnify, defend, and hold the Indemnified harmless from and against
any and all claims, actions, demands, costs, losses, injuries or damages, whether direct, indirect or
consequential, and reasonable attorneys' fees and expenses, arising out of or in connection with any claim
as a result of:

(1) The Audit;

(2) Use of or reliance on the Program Documents or BARSoft;

(3) Any third party use of or reliance on the Short Form Interim Audit Report, the Initial Audit Report
or Final Audit Report; and

(4) Any obligation to be performed under this Agreement or the Program Documents by any of the
Indemnified,

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except to the extent in respect of a given Indemnified that such claims, actions, demands, costs, losses,
injuries or damages result from any act or omission done by the relevant Indemnified with intent to cause
damage or recklessly and with knowledge that damage would probably result.

8.4 Each party shall, as soon as practicable, notify the other parties in writing when it receives notice of any
claims made under this Agreement for which indemnification may be sought, taking reasonable steps in
the interim to protect the Aircraft Operator’s right to defend. Provided the Aircraft Operator accepts
obligation to indemnify, the Aircraft Operator will assume on behalf of the Indemnified any claim giving
rise to a right to indemnification.

8.5 FSF and the Audit Company reserve the right to participate as agreed between the parties in the defense
of any claim giving rise to a right to indemnification and shall provide all reasonable assistance to the
Aircraft Operator in connection with the conduct of the claim.

8.6 Without limiting this clause 8, the Aircraft Operator acknowledges and agrees that in no circumstances will
the liability of any of the Indemnified to the Aircraft Operator, collectively or individually, whether in
contract, tort, pursuant to statute or otherwise howsoever arising exceed US$1,000,000 per claim and in
the aggregate.

9. Fees and taxes

9.1 The Basic Audit Fee and Variable Fee are exclusive of all taxes and charges. If any GST, VAT or like value
added tax or other charge is applicable to such fees it is payable by the Aircraft Operator. Likewise if the
Audit Company Fee as charged by the Audit Company to FSF is subject to any GST, VAT or like value added
tax or other charge, which is not able to be recouped by FSF, then the amount thereof will be payable by
the Aircraft Operator.

9.2 Payment of the Basic Audit Fee and Variable Fee shall be made by the Aircraft Operator without any set-
off or counter claim (and to the full extent permitted by law, the parties renounce to such right of set-off)
and free of deduction or withholding (except as required by law) of any taxes or governmental charges. If
any deduction or withholding is required by law from the Basic Audit Fee payable by the Aircraft Operator,
the Aircraft Operator shall pay the required amount to the relevant governmental authority, and provide
FSF with an official receipt or certified copy or other documentation acceptable to FSF evidencing the
payment, and pay to FSF in addition to the payment to which FSF is otherwise entitled under this
Agreement, such additional amount as is necessary to ensure that the net amount actually received by FSF
free and clear of all taxes equals the full amount FSF would have received had no such deduction or
withholding been required.

9.3 If any deduction or withholding is required by law from the Audit Company Fee payable by FSF to the Audit
Company, FSF shall pay the required amount to the relevant governmental authority, and provide the
Audit Company, with an official receipt or certified copy or other documentation acceptable to the Audit
Company evidencing the payment.

10. Term

10.1 This Agreement continues until:

(1) If Registration is achieved by the Aircraft Operator, until expiry of that Registration; and

(2) Until the Provisional Registration of the Aircraft Operator is cancelled or the Aircraft Operator
requests termination of the Audit.

10.2 Clauses 1, 5, 7, 8, 9, 11 and 13 survive termination of this Agreement.

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11. Confidentiality

11.1 FSF and the Audit Company agree to treat as confidential the Confidential Information, and only make
such use or disclosure of the same as contemplated by the Program Documents. Specifically:

(1) FSF will only make the Audit Reports available to BMOs in accordance with clause 5.6, and will use
reasonable efforts to ensure that BMOs are bound to treat such Audit Reports as confidential and
use the Audit Reports only for legitimate purposes as contemplated by the Program Documents;
and

(2) The Audit Company will not further disclose the Audit Reports, except to its advisers, and then on
a confidential basis.

11.2 Immediately upon request from the Aircraft Operator, FSF and the Audit Company, will at their option
destroy or return to the Aircraft Operator all Confidential Information, and in the case of FSF ensure that
BMOs no longer have access to the Audit Reports through BARSoft or otherwise. Upon such request the
Aircraft Operator will cease to be Registered. Notwithstanding the foregoing each of FSF and the Audit
Company will be entitled to keep a copy of the Audit Reports for their own internal purposes, and in the
case of FSF, it will be entitled to keep a copy of any documents provided to it by the Aircraft Operator as
part of the Registration process, and the Audit Company will be entitled to keep a copy of its audit notes
and records.

12. Variation

12.1 Subject to clause 12.2, an amendment or variation to this Agreement is not effective unless it is in writing
and signed by the parties.

12.2 FSF may from time to time by notice in writing to the Aircraft Operator vary the Program Documents. The
Aircraft Operator may withdraw from the Program within 30 days of receiving such notice if it is not
prepared to accept such variation, in which case the Registration of the Aircraft Operator will cease. FSF
will endeavor to consult with all BARS registered Aircraft Operators before any change is made to these
terms or the Program Documents which imposes material additional obligations on BARS registered
Aircraft Operators generally.

13. Governing law and jurisdiction

13.1 The law of the State of Victoria, Australia governs this Agreement.

13.2 The parties submit to the non-exclusive jurisdiction of the courts of the State of Victoria, Australia and of
the Commonwealth of Australia.

14. Counterparts

14.1 This Agreement may be executed in any number of counterparts, including counterparts in electronic form
and counterparts executed using electronic signatures. Each counterpart is an original but the
counterparts together are one and the same agreement.

14.2 A copy of an original executed counterpart sent by facsimile machine or by email or stored in electronic
form:

(1) must be treated as an original counterpart;

(2) is sufficient evidence of the execution of the original; and

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(3) may be produced in evidence for all purposes in place of the original.

15. Consent to electronic signatures

15.1 By signing this document, each of the parties:

(1) consents to the use of BARSoft to meet any signing requirements, and to give and receive notices
and documents, in respect of the Audit and this Agreement;

(2) agrees that BARSoft is sufficiently reliable and appropriate for this purpose;

(3) acknowledges and agrees to the use of the email address that each party has provided as the
method to identify such party and to indicate such parties’ intention in relation to any notices
given or agreements signed using BARSoft; and

(4) separately warrants that the email addresses that each party has provided are personal to that
party and is not shared with any other person.

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Executed as an agreement.
Signed for and on behalf of Flight Safety Date signed:
Foundation Ltd ACN 135 771 345 by its
authorized representative in the presence of:

Signature of witness Signature of authorized representative

Name of witness Name of authorized representative

(BLOCK LETTERS) (BLOCK LETTERS)
Level 16/356 Collins Street,
Melbourne, VIC 3000, Australia
Address of witness

Signed for and on behalf of Date signed:

_________________________________
Name of Audit Company

by its authorized representative in the

presence of:

Signature of witness Signature of authorized representative

Name of witness Name of authorized representative

(BLOCK LETTERS) (BLOCK LETTERS)

Address of witness

Signed for and on behalf of Date signed:

_________________________________
Name of Aircraft Operator

by its authorized representative in the

presence of:

Signature of witness Signature of authorized representative

Name of witness Name of authorized representative

(BLOCK LETTERS) (BLOCK LETTERS)

Address of witness

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Schedule 1

Item 1 Set Fee:

Select relevant Audit

Initial Audit USD$10,500 ☐
Comprehensive Registration Stream Renewal Audit USD$10,500 ☐
Core Registration Stream Renewal Audit USD$9,500 ☐
Monitoring Audit USD$9,500 ☐
Aerial Work Audit USD$9,500 ☐
All set fees include two (2) Auditor days onsite.

Item 2 Audit Options Fee:

(not relevant for Monitoring Audit)

Identify any additional Operational Categories to be included in scope for this Audit:

Operational Category Select if required

Helicopter External Loads ☐

Helicopter Offshore Operations ☐
Geophysical Survey Operations ☐
Medevac Operations ☐
Helicopter Night Vision Goggle Operations ☐
Humanitarian Operations ☐
Aerial Firefighting Operations ☐

Audit Options Fee: USD$_________________

Item 3 Supplemental Fee:

(only applicable for an Initial Audit or a Comprehensive Registration Stream Audit)
(Supplemental Fees support additional Auditor days onsite. A minimum of two (2) additional
Auditor days at USD$2 000 each day are required for Initial Audits and Comprehensive
Registration Renewal Audits).

Supplemental Fee: USD$_________________

Item 4 Basic Audit Fee:

(Total of the Set Fee, Options Fee and Supplemental Fee, payable by AO to FSF)

USD$_________________

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Item 5 Variable Fee: See Annexure A

(Payable by AO to AC)

Item 6 Audit Company Fee: USD$7,500

(Payable by FSF to AC) plus Options Fee and Supplemental Fee, as relevant

Item 7 Total Auditor Days planned for the Onsite Phase

(Number of Auditors X number of days onsite) days

Item 8 Performance Measurement Scheme:

(1) The Final Audit Report must meet the following requirements, as determined in FSF’s discretion:
Satisfactory spelling, grammar and clarity of communication in completing the reports;

(2) Appropriate level of detail and completeness of inputs to the reports;

(3) Timeliness of audit data and report submission;

(4) Apparent understanding of the Standard (based on consistency of Lead Auditor's findings with the
requirements of the Standard); and

(5) Level of professional conduct during Audit (as reported by the Aircraft Operator, or other source,
and verified by the BPO).

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Annexure A – Variable Fees

Describe breakdown of any Variable Fees or insert “nil Variable Fees agreed” and insert when/how variable fee will
be paid (ie. will the AO be required to pay in advance, or will AO pay when provided with receipts from the AC?)

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