Exhibit 10.1.1
THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT
THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO ITEM
601(b)(10)(iv) WHEREBY CERTAIN IDENTIFIED INFORMATION HAS BEEN
EXCLUDED BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED: [***]
AMENDED AND RESTATED
SUPPLY AND PRODUCT SUPPORT AGREEMENT
BETWEEN
GOGO BUSINESS AVIATION LLC
AND
HUGHES NETWORK SYSTEMS, LLC
NOTICE: The contents of this document are proprietary to Gogo Business Aviation LLC and Hughes Network Systems, LLC and constitute Confidential Information of each Party subject to Section 8 (Confidentiality) of this Agreement.
Table of Contents
| ||
1. | INTERPRETATION AND DEFINITIONS. | 1 |
2. | AGREEMENT APPLICABILITY AND LIMITATION. | 1 |
3. | TERM. | 1 |
4. | PAYMENT AND PRICES. | 1 |
5. | ORDER AND PRODUCT ADMINISTRATION | 2 |
6. | Target Market Segments | 3 |
7. | DELIVERY AND TITLE | 4 |
8. | CONFIDENTIALITY. | 5 |
9. | TERMINATION. | 6 |
10. | INSURANCE. | 7 |
11. | INDEMNIFICATION. | 8 |
12. | LIMITATION OF LIABILITY. | 8 |
13. | PRODUCT MANAGEMENT. | 9 |
14. | PERFORMANCE REQUIREMENTS. | 9 |
15. | REPRESENTATIONS AND WARRANTIES. | 12 |
16. | GENERAL. | 12 |
Exhibit A: Product Requirements DocumentS | ||
Exhibit B: Product and Pricing Sheet | ||
Exhibit C: Product Support Assurance | ||
Exhibit D: Definitions | ||
Exhibit E: exceptions and responses to Rev. P of Gogo’s Quality Management Document Number D15692 |
THIS Amended and Restated Supply and Product Support Agreement is made and entered into as of March 31, 2023 (the “Amendment Effective Date”) by and between Gogo Business Aviation LLC, a Delaware limited liability company, having offices at 105 Edgeview Drive, Broomfield, CO 80021, and its Affiliates (collectively referred to as “Gogo”), and Hughes Network Systems, LLC, a Delaware limited liability company, having its principal place of business at 11717 Exploration Lane, Germantown, MD 20876 (“Supplier”), either or both of which may be hereinafter referred to as a “Party” or the “Parties”, respectively.
WITNESSETH
WHEREAS, the Parties entered into a Supply and Product Support Agreement, effective June 6, 2022 allowing Gogo and its Affiliates from time to time to engage Supplier to purchase certain Products and perform certain Services;
WHEREAS, the Parties wish to amend and restate the Supply and Product Support Agreement [***] and make conforming and other changes to the Agreement and Exhibits;
WHEREAS, Supplier is in the business of manufacturing and selling the Products and/or Services itemized in Exhibits A and B and desires to sell the Products to Gogo; and
WHEREAS, Gogo and its Affiliates wishes to purchase certain Product and/or Services from Supplier;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the receipt and sufficiency of which are acknowledged, the Parties hereto hereby agree as follows:
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For each shipment of Products, Supplier shall provide Gogo, in writing, sufficient advance warning and notice (in addition to including appropriate labels on Products, containers and packing) of any hazardous or restricted material that is an ingredient or a part of the shipment, together with such special handling instructions as may be necessary to advise logistics providers, handlers of the Products and personnel of how to exercise that measure of care and precaution that will comply with any applicable Laws and prevent bodily injury or property damage in the handling, transportation, processing, use or disposal of the Products, containers and packing.
Supplier shall, on the 5th day following the end of each quarter, provide Gogo with an electronic copy report detailing the required information as specified above, throughout the applicable Warranty Period.
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Supplier represents and warrants to Gogo that as of the date of this Agreement and at all times after the Effective Date of this Agreement that:
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Gogo | Supplier |
Gogo Business Aviation LLC | Hughes Network Systems, LLC |
105 Edgeview Drive, Suite 300 Broomfield, CO 80021 Attn: General Counsel, legalnotices@gogoair.com | 11717 Exploration Lane Germantown, MD 20876 Attn: General Counsel, legalnotices@hughes.com |
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IN WITNESS WHEREOF the Parties hereto, by their duly Authorized Representatives, have executed this Agreement as of the date first set forth above.
GOGO BUSINESS AVIATION LLC | HUGHES NETWORK SYSTEMS, LLC | ||
By: | /s/ Sergio A. Aguirre | By: | /s/ Sean P. Fleming |
Name: | Sergio A. Aguirre | Name: | Sean P. Fleming |
Title: | President and Chief Operating Officer | Title: | VP and Associate General Counsel |
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