ISG-KEPLER ATS

Agreement Overview

Parties Involved

  • ISG: Istanbul Sabiha Gökçen International Airport Investment Construction and Operation Inc.

  • Firma: Kepler Resting Services Inc.

Contract Type

  • Field Allocation Agreement

Key Terms

Definitions

  • Alan(lar): Designated area in the new terminal allocated to Firma, as detailed in the contract.

  • Net Sales Revenue: Gross revenue minus applicable taxes and fees.

  • Guaranteed Minimum Amount: Minimum annual amount payable by Firma regardless of sales revenue.

Obligations of Parties

  1. Firma’s Responsibilities

    • Operate the allocated area as per specified purposes (offering resting services).

    • Pay the guaranteed minimum fee and revenue share on time.

    • Ensure compliance with all local regulations and safety standards.

  2. ISG’s Responsibilities

    • Provide access to designated area.

    • Oversee compliance with operational standards.

Financial Terms

Payments

  • Guaranteed Minimum Amount: $100,000 + VAT per year, adjusted annually based on consumer price index.

  • Revenue Share: 25% of net sales revenue payable on a quarterly basis.

Payment Methods

  • Payments must be made to ISG’s designated bank account.

  • Late payments incur penalties.

Operational Guidelines

Use of Designated Area

  • The area can only be used for agreed business purposes.

  • No subleasing or transfer of rights without ISG’s consent.

  • All necessary permits and licenses must be obtained by Firma.

General Operations

  • Health and Safety Compliance: Adhere to all health regulations under applicable laws.

  • Operational Hours: Open 24 hours unless otherwise agreed.

Termination Clauses

Termination Conditions

  • Either party may terminate the agreement without notice in case of non-compliance or serious breach of contract terms.

  • Termination can occur if necessary licenses are revoked or not obtained.

After Termination

  • Area must be returned in original state.

  • All outstanding payments need to be settled upon termination.

Miscellaneous

Governing Law

  • The agreement is governed by Turkish law.

Dispute Resolution

  • Any disputes will be resolved at Istanbul Anadolu Courts.

Confidentiality

  • Both parties must maintain confidentiality regarding sensitive information.