CADETSHIP AGREEMENT

THIS AGREEMENT is made the day of . 20 between: (1) Name:................................................... (NRIC or Passport No:....................................................................................................) of Address:.... ........ ................................. (hereinafter referred to as the "CADET");

(2)

AET SHIPMANAGEMENT (INDIA) PVT LTD, #126 Vipul Agora, M G Road, Gurgaon 122001, Haryana (India) (hereinafter referred to as the "COMPANY) of the second part. (The CADET and the COMPANY shall hereinafter be collectively referred to as the PARTIES)

WHEREAS: (A) The COMPANY is, inter alia, in the business of providing logistics services and maritime transportation. In order to ensure the smooth running of its business operations and vessels, the COMPANY requires properly trained and competent cadets and officers to man its vessels. The COMPANY has devised a PROGRAM OF TRAINING for cadets to be trained at shore and sea in accordance with industry practice and standards and COMPANYs requirements. The COMPANY plans to offer sea berths to eligible individuals as part of this PROGRAM OF TRAINING in accordance with the terms and conditions contained herein. The CADET is desirous of joining the PROGRAM OF TRAINING and has made himself/herself aware of all aspects of the PROGRAM OF TRAINING. The CADET acknowledges that the offer of a sea berth is a rare opportunity and the COMPANY will incur substantial costs in training the CADET to completion of the PROGRAM OF TRAINING.

(B)

(C)

(D)

(E)

AET/NonALAM/Cadet/ForIndia/2013

NOW IT IS HEREBY AGREED by the PARTIES as follows: 1. 1.1 DEFINITIONS AND INTERPRETATIONS Definitions Unless the context otherwise requires, the terms and expressions herein shall have the meanings assigned to them in this Article. Agreement shall mean this cadetship agreement and refers to all the requirements expressed or implied by the documents and attachments making up this entire Agreement. shall mean the period of five (5) years commencing from the date the CADET obtains his/ her Class 3 Certificate of Competency as a deck officer or Class 4 Certificate of Competency as an engine officer, time incurred as unpaid leave not to count. shall mean the person so named herein who have entered into this AGREEMENT in such capacity. For avoidance of doubt, the reference to CADET shall apply for the purposes of this Agreement notwithstanding that the CADET has completed the PROGRAM OF TRAINING, and/or accepted any employment offered by the COMPANY. shall mean Officer In Charge of Navigational Watch on Ships of 500 gross tonnage or more, Operational level shall mean Officer in Charge of Engineering Watch on ships powered by main propulsion machinery of 750 kW or more, Operational level. shall mean AET SHIPMANAGEMENT (INDIA) PVT LTD, and shall include its group of companies, successors in title and permitted assigns. shall mean the vessels which are owned, operated or chartered by AET SHIPMANAGEMENT (SINGAPORE) PTE LTD and its group of companies, successors in title and permitted assigns means the training program and duties as set out in detail in the SCHEDULE.

Bond Period

Cadet

Class 3 Certificate of Competency

Class 4 Certificate of Competency

Company

Companys Vessels

Program of Training

AET/NonALAM/Cadet/ForIndia/2013

Schedule

shall mean the schedule of the PROGRAM OF TRAINING as attached to this AGREEMENT which shall be read and deemed to form part of this AGREEMENT. shall mean the period as specified in Clause 2 (Duration of Agreement)

Term

1.2

Interpretations Unless the context otherwise requires: (a) Headings in this AGREEMENT are inserted for convenience only and shall be ignored in construing this AGREEMENT; Words denoting the singular number only shall include the plural and vice versa; Words denoting persons shall include corporations and partnerships; Words importing the masculine gender shall include the feminine and neuter genders; and References to clauses and schedules are to be construed as references to clauses of and schedules to this AGREEMENT unless specified otherwise.

(b) (c) (d)

(e)

2. 2.1

DURATION OF AGREEMENT This AGREEMENT shall be deemed to be effective from the date the CADET commences his/her PROGRAM OF TRAINING and shall determine upon the full repayment of all monies incurred by the COMPANY or upon completion of the CADETs obligations in accordance with this Agreement (hereinafter referred to as the TERM).

3. 3.1

CADETS COVENANTS During the tenure of the PROGRAM OF TRAINING and to ensure that the Cadet continues to be eligible for the PROGRAM OF TRAINING, the Cadet hereby covenants as follows:He/ She will diligently complete the PROGRAM OF TRAINING as directed by the COMPANY within the prescribed period or such longer period as may be approved by the COMPANY; He/ She will comply with such directions as may be given to his/ her by the COMPANY in respect of her conduct; He/ She will conform to such regulations, instructions and discipline that may be in force at the place of study;

(i)

(ii)

(iii)

AET/NonALAM/Cadet/ForIndia/2013

(iv)

He/ She will not take part in activities prejudicial to himself/herself and/or the COMPANY, and will cease participating in such activities immediately if so directed by the COMPANY. He/ She will study and undergo training in such place or places as the COMPANY may from time to time direct and he/ she shall conform to such regulations and discipline as may be in force, from time to time in any college or other institutions or the COMPANY's vessels which he/ she may be called upon to attend during the PROGRAM OF TRAINING or under whose direction the PROGRAM OF TRAINING or any part thereof may be conducted; He/ She shall be bound by the terms and conditions of the COMPANY applicable to cadets which may be varied by the COMPANY, at its absolute discretion, from time to time. However, the CADET shall not be deemed to be an employee of the COMPANY for all purposes; He/ She will join any of the COMPANYS VESSELS as directed by the COMPANY for shipboard services which is compulsory for the completion of the TRAINING PROGRAM. Upon the completion of each stage within the PROGRAM OF TRAINING as set out in the SCHEDULE, the CADET shall: (a) notify the COMPANY within ten (10) days from the date of completion of each stage within the PROGRAM OF TRAINING. Each stage of the PROGRAM OF TRAINING shall be deemed to have been completed upon the relevant authority as stipulated in the SCHEDULE certifying that the CADET has completed and passed the stage of the PROGRAM OF TRAINING; and notify the COMPANY within ten (10) days from the completion of the final stage of the PROGRAM OF TRAINING. The final stage of the PROGRAM OF TRAINING shall be deemed to have been completed upon the relevant authority as stipulated in the SCHEDULE certifying that the CADET has completed and passed the final stage of the PROGRAM OF TRAINING and providing the CADET with the Class 3 Certificate of Competency as a deck officer or Class 4 Certificate of Competency as an engine officer.

(v)

(vi)

(vii)

(viii)

(b)

(ix)

In the event of any conflict between the terms and conditions of the COMPANY applicable to the CADET and the provisions contained in this AGREEMENT, the provisions contained in this AGREEMENT shall prevail. Notwithstanding any terms and conditions of the COMPANY applicable to the CADET, the CADET shall not have the right to withdraw from the PROGRAM OF TRAINING except with consent of the COMPANY. Upon obtainment of the Class 3 Certificate of Competency as a deck officer or Class 4 Certificate of Competency as an engine officer, the CADET shall serve the COMPANY in any appointment for the BOND PERIOD upon the terms and conditions of employment of the COMPANY for the time being applicable to such post the CADET is appointed to.

3.2

AET/NonALAM/Cadet/ForIndia/2013

3.3

In the event the CADET subsequently enters into any other agreement with the COMPANY under which the CADET is to be bonded to serve the COMPANY for a stipulated term, the CADET acknowledges and agrees that the BOND PERIOD under this AGREEMENT shall first be completed before the commencement of the subsequent bonded/service period. For avoidance of doubt, in the event no position is offered to the CADET on the COMPANYS VESSELS or for a shore position within six (6) months of completion of the PROGRAM OF TRAINING, the CADET may at the COMPANYs discretion be released from serving the BOND PERIOD as required by this AGREEMENT and the CADET shall then be discharged from any other obligations under this Agreement. In the event of any conflict between the terms and conditions of employment of the CADET and the provisions contained in this AGREEMENT, the terms and conditions of employment shall prevail save that the CADET shall not terminate her employment with the COMPANY so long as she has not served and/or completed the BOND PERIOD. COMPANYS RIGHTS AND OBLIGATIONS Notwithstanding the SCHEDULE to the AGREEMENT, if in the sole opinion of the COMPANY the CADET is not suitable to pursue the PROGRAM OF TRAINING, the COMPANY shall have the absolute discretion to direct the CADET to pursue such other program of training as may be determined by the COMPANY. The CADET shall comply with such directive of the COMPANY and thereafter, references in this AGREEMENT to PROGRAM OF TRAINING " shall be deemed to include also the new program of training that the COMPANY is entitled to direct the CADET to pursue. In addition, the COMPANY may, at any time during the TERM of this AGREEMENT, at its sole and absolute discretion, revise the PROGRAM OF TRAINING under this AGREEMENT as it deems fit in order to suit the needs and requirements of the COMPANY in which event the CADET shall be bound by the revised PROGRAM OF TRAINING and the revised terms and conditions of this AGREEMENT. In the event the CADET fails to complete the PROGRAM OF TRAINING within the prescribed period and his/her failure as determined by the COMPANY at its absolute discretion is not due to the CADET's negligence and/or lack of diligence in pursuing with the PROGRAM OF TRAINING, the COMPANY may in its discretion allow the CADET to complete the PROGRAM OF TRAINING within such extended period as determined by the COMPANY.

3.4

3.5

4 4.1

4.2

4.3

6. 6.1

EVENT OF DEFAULT During the period of the PROGRAM OF TRAINING, if the CADET shall at any time be guilty of any one or more of the following: 6.1.1 6.1.2 misconduct or indiscipline at sea and/or in college or other institutions; asked to leave shipboard duties and/or expelled from college or other institutions;

AET/NonALAM/Cadet/ForIndia/2013

6.1.3 6.1.4

desert ship while on shipboard duties; abandon the PROGRAM OF TRAINING before completion without the consent of the COMPANY; shows indifference and/or lack of diligence and/or is negligent in his/her assigned duties at sea and/or in her studies at college or other institutions: commits any breach of the provisions of this AGREEMENT; is declared a bankrupt; or takes up another program of training without the COMPANYs prior written approval, other than the PROGRAM OF TRAINING offered under this AGREEMENT.

6.1.5

6.1.6 6.1.7 6.1.8

the COMPANY shall be entitled, at its absolute discretion, to demand repayment of all monies already expended on the CADET under this Agreement and all other charges and amounts due by the CADET, without prejudice to the COMPANYS other rights under the Agreement. 6.2 After completion of the PROGRAM OF TRAINING and in the event employment is offered to the CADET, if the CADET commits any one or more of the following: 6.2.1. resigns or leaves the service of the COMPANY without serving and/or completing the BOND PERIOD without the consent of the COMPANY, or 6.2.2 is dismissed from the COMPANY's service for breach of any term or condition of the COMPANY applicable to the CADET, misconduct, negligence, indifference to his/her duties or for any other reason whatsoever without serving and/or completing the BOND PERIOD ; or refuses to take up employment in any post offered by the COMPANY or by his/her own misconduct renders himself/herself unsuitable to serve the COMPANY or to continue to serve as an employee of the COMPANY, without serving and/or completing the BOND PERIOD; or commits any breach of the provision of this AGREEMENT;

6.2.3

6.2.4

the COMPANY shall be entitled at its absolute discretion, to treat this as a material breach of this Agreement and shall be further entitled to demand repayment of all monies already expended by the COMPANY on the CADET under this Agreement and all other charges and amounts due by the CADET, without prejudice to the COMPANYS other rights which may accrue under any contract of employment with the CADET. 7. DEMAND DRAFT

AET/NonALAM/Cadet/ForIndia/2013

7.1

The COMPANY has informed the CADET that the PROGRAM OF TRAINING will cost the COMPANY an amount greater than 1,017,500 India Rupees. Prior to commencement of the PROGRAM OF TRAINING the CADET will arrange for a demand draft issued by a scheduled/nationalized/private bank (other than a co-operative bank or other like bank) for the amount of 400,000 India Rupees. The demand draft is to be issued in favour of the COMPANY or its successors or assigns. The funds from the demand draft will be held by the COMPANY during the PROGRAM OF TRAINING and BOND PERIOD and will be returned to the CADET without interest at the end of the BOND PERIOD. In the event that the CADET fails to observe and comply with the terms of this AGREEMENT, the demand draft funds will be immediately forfeited to the COMPANY, and the CADETshall not raise any objection whatsoever to the forfeiture of the demand draft funds by the COMPANY. TERMINATION OF AGREEMENT It is hereby agreed and declared that: (a) notwithstanding anything contained to the contrary in this AGREEMENT the COMPANY may by thirty (30) days notice in writing to the CADET cancel this AGREEMENT at any time, without assigning any reason therefore and thereupon all benefits and liabilities of the CADET under this AGREEMENT shall cease save that if at such time the CADET shall be in an overseas country. the COMPANY may terminate this AGREEMENT if it is found that the CADET is medically unfit and/or suffers from any physical incapacity which renders her unfit to pursue with the PROGRAM OF TRAINING and/or serve the COMPANY after completing her PROGRAM OF TRAINING. For this purpose, whether a CADET is medically unfit or suffers from any physical incapacity shall be determined by a duly qualified person or persons appointed by the COMPANY; and the COMPANY may terminate this AGREEMENT if it is found that the CADET is in breach of any of its obligations under this AGREEMENT.

7.2

7.3

8. 8.1

(b)

(c)

8.2

Save for termination of this AGREEMENT in accordance with Clause 8.1(b) above, in the event this AGREEMENT is terminated, the CADET shall be liable to pay all monies already expended on the CADET under this Agreement and/or any other sums due to the COMPANY under this AGREEMENT upon demand. FORCE MAJEURE The COMPANY shall not be liable for any failure or delay on its part in performing any of its obligations hereunder or for any loss or damage caused, charge or expenses incurred or suffered by reason of such failure or delay in so far as such failure or delay shall be occasioned by any cause beyond the reasonable control of the COMPANY including in particular (but without prejudice to the generality of the foregoing) war, armed conflict or

9. 9.1

AET/NonALAM/Cadet/ForIndia/2013

terrorist attack, strikes or lockouts of workmen, riots or civil commotion, administrative actions, rules and regulations or legislation of government, act of god, enemy actions or inevitable incident (hereinafter referred to as FORCE MAJEURE EVENTS) and in the event of any such cause, subject to the sole and absolute discretion of the COMPANY, this AGREEMENT shall stand suspended until such time as the cause giving rise to such suspension shall no longer prevail. If a FORCE MAJEURE EVENT continues for a period of thirty (30) consecutive days, the COMPANY shall determine and assess the situation and may take all appropriate actions and measures accordingly, including terminating this AGREEMENT. 10. 10.1 NOTICES The CADET shall provide written notification to the COMPANY within seven (7) calendar days of any change in his/her address specified in this AGREEMENT. In the absence of such notification the address as specified in this AGREEMENT shall be deemed to be the CADETs address for all purposes. Any notice, demand, summons, writ of summons or communication to the CADET given under or pursuant to or relating to this AGREEMENT shall be deemed to be duly served on the CADET if left at or sent by registered mail or sent by cable to the CADETs address specified in this AGREEMENT or if the CADETs address has changed to the CADETs last known address as notified by the CADET to the COMPANY pursuant to this AGREEMENT. Any notice, demand, summons, writ of summons or communication shall be deemed to be duly served on the CADET if sent by registered mail, two (2) business days after posting or, if sent by cable at the moment of despatch or if left at the CADETs address at the time of delivery. ASSIGNMENT The CADET shall not assign any of his/her rights, obligations or interests under this AGREEMENT to any other person.

10.2

10.3

11. 11.1

11.2

The COMPANY shall be entitled at any time during the term of this AGREEMENT to assign or novate its contractual rights and obligations pursuant to the AGREEMENT in favour of any nominee of the COMPANY, including any direct or indirect subsidiaries of the COMPANY. The CADET agrees to sign any such novation agreements as are required by the COMPANY. VARIATION The COMPANY may from time to time amend and/or vary and/or delete any provision to this AGREEMENT or add new terms to this AGREEMENT without the consent of the CADET. Such amendment, variation and deletion of the provisions herein or the

12. 12.1

AET/NonALAM/Cadet/ForIndia/2013

addition of new provisions to this AGREEMENT shall be binding on the CADET. The COMPANY shall notify the CADET of such amendment, variation, deletion or addition. 13. 13.1 INVALIDITY OF ANY PROVISION If any of the provisions of this AGREEMENT becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. APPLICABLE LAW AND JURISDICTION This AGREEMENT shall be governed by and construed in accordance with Singapore law. Each of the parties hereto agrees that the Singapore courts have exclusive jurisdiction to hear and determine any suit action or proceeding and to settle any disputes which may arise out of or in connection with this AGREEMENT. Any process of law including but not limited to any judgment, award or order issued by the Singapore courts shall be enforceable in any jurisdiction.

14. 14.1

14.2

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THIS SPACE IS INTENTIONALLY LEFT BLANK

AET/NonALAM/Cadet/ForIndia/2013

IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year first above written.

CADET

Signature Name

:.. :

NRIC / Passport No: ..

In the presence of (Witness) :

Signature Name

:.. :

NRIC / Passport No: ..

AET SHIPMANAGEMENT (INDIA) PVT LTD

Signature Name Designation

:.. :.. :..

In the presence of (Witness) :

Signature Name Designation

:.. :.. :..

AET/NonALAM/Cadet/ForIndia/2013

10

Program of Training No. 1 Course/Training Cadetship Class 3 COC (Deck) Class 4 COC (Engine) Authority/Training Provider Shipboard Training as Assigned by Company

Approved DG Shipping India Training Institute

AET/NonALAM/Cadet/ForIndia/2013

11