EXHIBIT C
to
AIRCRAFT GENERAL TERMS AGREEMENT
AGTA-AAT
between
THE BOEING COMPANY
and
American Trans Air, Inc.
PRODUCT ASSURANCE DOCUMENT
This document contains:
Part 1: Exhibit C Definitions
Part 2: Boeing Warranty
Part 3: Boeing Service Life Policy
Part 4: Supplier Warranty Commitment
Part 5: Boeing Interface Commitment
Part 6: Boeing Indemnities against Patent and Copyright Infringement
PRODUCT ASSURANCE DOCUMENT
PART 1: EXHIBIT C DEFINITIONS
Authorized Agent - Agent appointed by Customer to perform corrections
and to administer warranties (see Appendix VI to the AGTA for a form acceptable
to Boeing).
Average Direct Hourly Labor Rate - the average hourly rate (excluding
all fringe benefits, premium-time allowances, social charges, business taxes and
the like) paid by Customer to its Direct Labor employees.
Boeing Product - any system, accessory, equipment, part or Aircraft
Software that is manufactured by Boeing or manufactured to Boeing's detailed
design with Boeing's authorization.
Correct - to repair, modify, provide modification kits or replace with
a new product.
Correction - a repair, a modification, a modification kit or
replacement with a new product.
Corrected Boeing Product - a Boeing Product which is free of defect as
a result of a Correction.
Direct Labor - Labor spent by Customer's direct labor employees to
remove, disassemble, modify, repair, inspect and bench test a defective Boeing
Product, and to reassemble, reinstall a Corrected Boeing Product and perform
final inspection.
Direct Materials - Items such as parts, gaskets, grease, sealant and
adhesives, installed or consumed in performing a Correction, excluding
allowances for administration, overhead, taxes, customs duties and the like.
Source Control Drawing (SCD) - a Boeing document defining
specifications for certain Supplier Products.
Supplier - the manufacturer of a Supplier Product.
Supplier Product - any system, accessory, equipment, part or Aircraft
Software that is not manufactured to Boeing's detailed design. This includes but
is not limited to parts manufactured to a SCD, all standards, and other parts
obtained from non-Boeing sources.
PRODUCT ASSURANCE DOCUMENT
PART 2: BOEING WARRANTY
1. Applicability.
-------------
This warranty applies to all Boeing Products. Warranties applicable to
Supplier Products are in Part 4. Warranties applicable to engines will be
provided by Supplemental Exhibits to individual purchase agreements.
2. Warranty.
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2.1 Coverage. Boeing warrants that at the time of delivery:
(i) the aircraft will conform to the Detail Specification except for
portions stated to be estimates, approximations or design objectives;
(ii) all Boeing Products will be free from defects in material, process of
manufacture and workmanship, including the workmanship utilized to install
Supplier Products, engines and BFE, and;
(iii) all Boeing Products will be free from defects in design, including
selection of materials and the process of manufacture, in view of the state of
the art at the time of design
2.2 Exceptions. The following conditions do not constitute a defect under
this warranty:
(i) conditions resulting from normal wear and tear;
(ii) conditions resulting from acts or omissions of Customer; and
(iii) conditions resulting from failure to properly service and maintain a
Boeing Product .
3. Warranty Periods.
3.1 Warranty. The warranty period begins on the date of aircraft or
Boeing Product delivery and ends: (i) after 48 months for Boeing aircraft models
777-200, -300 or 737-600, -700, -800, or new aircraft models designed and
manufactured with similar, new technology; or, (ii) after 36 months for any
other Boeing aircraft model.
3.2 Warranty on Corrected Boeing Products. The warranty period
applicable to a Corrected Boeing Product, including the workmanship to Correct
and install, resulting from a defect in material or workmanship is the remainder
of the initial warranty period for the defective Boeing Product it replaced. The
warranty period for a Corrected Boeing Product resulting from a defect in design
is 18 months or the remainder of the initial warranty period, whichever is
longer. The 18 month period begins on the date of delivery of the Corrected
Boeing Product or date of delivery of the kit or kits furnished to Correct the
Boeing Product.
3.3 Survival of Warranties. All warranty periods are stated above. The
Performance Guarantees will not survive delivery of the
aircraft.
4. Remedies.
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4.1 Correction Options. Customer may, at its option, either perform a
Correction of a defective Boeing Product or return the
Boeing Product to Boeing for Correction.
4.2 Warranty Labor Rate. If Customer or its Authorized Agent Corrects a
defective Boeing Product, Boeing will reimburse Customer for Direct Labor Hours
at Customer's established Warranty Labor Rate. Customer's established Warranty
Labor Rate will be the greater of the standard labor rate or 150% of Customer's
Average Direct Hourly Labor Rate. The standard labor rate paid by Boeing to its
customers is established and published annually. Prior to or concurrently with
submittal of Customer's first claim for Direct Labor reimbursement, Customer may
notify Boeing of Customer's then-current Average Direct Hourly Labor Rate, and
thereafter notify Boeing of any material change in such rate. Boeing will
require information from Customer to substantiate such rates.
4.3 Warranty Inspections. In addition to the remedies to Correct
defects in Boeing Products, Boeing will reimburse Customer for the cost of
Direct Labor to perform certain inspections of the aircraft to determine the
occurrence of a condition Boeing has identified as a covered defect, provided:
4.3.1 the inspections are recommended by a service bulletin or service
letter issued by Boeing during the warranty period; and
4.3.2 such reimbursement will not apply to any inspections performed after
a Correction is available to Customer.
4.4 Credit Memorandum Reimbursement. Boeing will make all reimbursements by
credit memoranda which may be applied toward
the purchase of Boeing goods and services.
4.5 Maximum Reimbursement. Unless previously agreed, the maximum
reimbursement for Direct Labor and Direct Materials used to Correct a defective
Boeing Product will not exceed 65% of Boeing's then-current sales price for a
new replacement Boeing Product.
5. Discovery and Notice.
--------------------
5.1 For a claim to be valid:
(i) the defect must be discovered during the warranty period; and
(ii) Boeing Warranty must receive written notice of the discovery no later
than 90 days after expiration of the warranty period. The notice must include
sufficient information to substantiate the claim.
5.2 Receipt of Customer's or its Authorized Agent's notice of the discovery
of a defect secures Customer's rights to remedies under this Exhibit C, even
though a Correction is performed after the expiration of the warranty period.
5.3 Once Customer has given valid notice of the discovery of a defect, a
claim should be submitted as soon as practicable after performance of the
Correction.
5.4 Boeing may release service bulletins or service letters advising
Customer of the availability of certain warranty remedies. When such advice is
provided, Customer will be deemed to have fulfilled the requirements for
discovery of the defect and submittal of notice under this Exhibit C as of the
date specified in the service bulletin or service letter.
6. Filing a Claim.
--------------
6.1 Authority to File. Claims may be filed by Customer or its Authorized
Agent. Appointment of an Authorized Agent will only be effective upon Boeing's
receipt of the Authorized Agent's express written agreement, in a form
satisfactory to Boeing, to be bound by and to comply with all applicable terms
and conditions of this Aircraft General Terms Agreement.
6.2 Claim Information.
-----------------
6.2.1 Claimant is responsible for providing sufficient information to
substantiate Customer's rights to remedies under this Exhibit C. Boeing may
reject a claim for lack of sufficient information. At a minimum, such
information must include:
(i) identity of claimant;
(ii) serial or block number of the aircraft on which the defective Boeing
Product was delivered;
(iii) part number and nomenclature of the defective Boeing Product;
(iv) purchase order number and date of delivery of the defective spare part
(v) description and substantiation of the defect;
(vi) date the defect was discovered;
(vii) date the Correction was completed;
(viii) the total flight hours or cycles accrued;
(ix) an itemized account of direct labor hours expended in performing the
Correction; and (x) an itemized account of any direct materials incorporated in
the Correction.
6.2.2 Additional information may be required based on the nature of the
defect and the remedies requested.
6.3 Boeing Claim Processing.
-----------------------
6.3.1 Any claim for a Boeing Product returned by Customer or
its Authorized Agent to Boeing for Correction must accompany the Boeing Product.
Any claim not associated with the return of a Boeing Product must be signed and
submitted in writing directly by Customer or its Authorized Agent to Boeing
Warranty.
6.3.2 Boeing will promptly review the claim and will give
notification of claim approval or rejection. If the claim is rejected, Boeing
will provide a written explanation.
7. Corrections Performed by Customer or Its Authorized Agent.
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7.1 Facilities Requirements. Provided Customer, its Authorized Agent or
its third party contractor, as appropriate, are certified by the appropriate
Civil Aviation Authority or Federal Aviation Authority, Customer or its
Authorized Agent may, at its option, Correct defective Boeing Products at its
facilities, or may subcontract Corrections to a third party contractor.
7.2 Technical Requirements. All Corrections done by Customer, its
Authorized Agent or a third party contractor must be performed in accordance
with Boeing's applicable service manuals, bulletins or other written
instructions, using parts and materials furnished or approved by Boeing.
7.3 Reimbursement.
-------------
7.3.1 Boeing will reimburse Customer's reasonable costs of
Direct Materials and Direct Labor (excluding time expended for overhaul) at
Customer's Warranty Labor Rate to Correct a defective Boeing Product. Claims for
reimbursement must contain sufficient information to substantiate Direct Labor
hours expended and Direct Materials consumed. Customer or its Authorized Agent
may be required to produce invoices for materials.
7.3.2 Reimbursement for Direct Labor hours to perform
Corrections stated in a service bulletin will be based on the labor estimates in
the service bulletin.
7.3.3 Boeing will reimburse Customer's freight charges
associated with a Correction of a defect on a Boeing Product performed by its
Authorized Agent or a third party contractor.
7.4 Disposition of Defective Boeing Products Beyond Economical Repair.
7.4.1 A defective Boeing Product found to be beyond economical
repair (see Para. 4.5 Maximum Reimbursement) will be retained for a period of 60
days from the date Boeing receives Customer's claim. During the 60 day period,
Boeing may request return of such Boeing Products for inspection and
confirmation of a defect.
7.4.2 After the 60 day period, a defective Boeing Product with
a value of U.S. $2000 or less may be scrapped without notification to Boeing. If
such Boeing Product has a value greater than U.S. $2000, Customer must obtain
confirmation of unrepairability by Boeing's on-site Customer Services
Representative prior to scrapping. Confirmation may be in the form of the
Representative's signature on Customer's claim or through direct communication
between the Representative and Boeing Warranty.
8. Corrections Performed by Boeing.
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8.1 Freight Charges. Customer or its Authorized Agent will pay shipping
charges to return a Boeing Product to Boeing. Boeing will reimburse Customer or
its Authorized Agent for the charge for any item determined to be defective
under this Aircraft General Terms Agreement. Boeing will pay shipping charges to
return the Corrected Boeing Product.
8.2 Customer Instructions. The documentation shipped with the returned
defective Boeing Product may include specific technical instructions for
additional work to be performed on the Boeing Product. The absence of such
instructions will evidence Customer's authorization for Boeing to perform all
necessary Corrections and work required to return the Boeing Product to a
serviceable condition.
8.3 Correction Time Objectives.
--------------------------
8.3.1 Boeing's objective for making Corrections is 10 working
days for avionics and electronic Boeing Products, 30 working days for
Corrections of other Boeing Products performed at Boeing's facilities, and 40
working days for Corrections of other Boeing Products performed at a Boeing
subcontractor's facilities. The objectives are measured from the date Boeing
receives the defective Boeing Product and a valid claim to the date Boeing ships
the Correction.
8.3.2 If Customer has a critical parts shortage because Boeing
has exceeded a Correction time objective and Customer has procured spare Boeing
Products for the defective Boeing Product in quantities shown in Boeing's
Recommended Spare Parts List (RSPL) or Spares Planning and Requirements
Evaluation Model (M-SPARE), then Boeing will either expedite the Correction or
provide an interchangeable Boeing Product on a no charge loan or lease basis
until the Corrected Boeing Product is returned.
8.4 Title Transfer and Risk of Loss.
-------------------------------
8.4.1 Title to and risk of loss of any Boeing Product returned to Boeing
will at all times remain with Customer or any other title holder of such Boeing
Product. While Boeing has possession of the returned Boeing Product, Boeing will
have only such liabilities as a bailee for mutual benefit would have, but will
not be liable for loss of use.
8.4.2 If a Correction requires shipment of a new Boeing Product, then at
the time Boeing ships the new Boeing Product, title to and risk of loss for the
returned Boeing Product will pass to Boeing, and title to and risk of loss for
the new Boeing Product will pass to Customer.
9. Returning an Aircraft.
---------------------
9.1 Conditions. An aircraft may be returned to Boeing's facilities for
Correction only if:
(i) Boeing and Customer agree a covered defect exists;
(ii) Customer lacks access to adequate facilities, equipment or qualified
personnel to perform the Correction; and
(iii) it is not practical, in Boeing's estimation, to dispatch Boeing
personnel to perform the Correction at a remote site.
9.2 Correction Costs. Boeing will perform the Correction at no charge to
Customer. Subject to the conditions of Article 9.1, Boeing will reimburse
Customer for the costs of fuel, oil and landing fees incurred in ferrying the
aircraft to Boeing and back to Customer's facilities. Customer will minimize the
length of both flights.
9.3 Separate Agreement. Boeing and Customer will enter into a separate
agreement covering return of the aircraft and performance of the Correction.
Authorization by Customer for Boeing to perform additional work that is not part
of the Correction must be received within 24 hours of Boeing's request. If such
authorization is not received within 24 hours, Customer will be invoiced for
work performed by Boeing that is not part of the Correction.
10. Insurance.
---------
The provisions of Article 8.2 "Insurance", of this AGTA, will apply to
any work performed by Boeing in accordance with Customer's specific technical
instructions, to the extent any legal liability of Boeing is based upon the
content of such instructions.
11. Disclaimer and Release; Exclusion of Liabilities.
------------------------------------------------
11.1 DISCLAIMER AND RELEASE. THE WARRANTIES, OBLIGATIONS AND
LIABILITIES OF BOEING AND THE REMEDIES OF CUSTOMER IN THIS EXHIBIT C ARE
EXCLUSIVE AND IN SUBSTITUTION FOR, AND CUSTOMER HEREBY WAIVES, RELEASES AND
RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF BOEING AND ALL
OTHER RIGHTS, CLAIMS AND REMEDIES OF CUSTOMER AGAINST BOEING, EXPRESS OR
IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMANCE OR
DEFECT IN ANY AIRCRAFT, MATERIALS, TRAINING, SERVICES OR OTHER THING PROVIDED
UNDER THIS AGTA AND THE APPLICABLE PURCHASE AGREEMENT, INCLUDING, BUT NOT
LIMITED TO:
(A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;
(B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF
DEALING OR USAGE OF TRADE;
(C) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR
NOT ARISING FROM THE NEGLIGENCE OF BOEING; AND
(D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE
TO ANY AIRCRAFT.
11.2 EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. BOEING WILL HAVE NO
OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT,
WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING, OR OTHERWISE, FOR LOSS OF
USE, REVENUE OR PROFIT, OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES
WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT, MATERIALS,
TRAINING, SERVICES OR OTHER THING PROVIDED UNDER THIS AGTA AND THE APPLICABLE
PURCHASE AGREEMENT.
11.3 Definitions. For the purpose of this Article, "BOEING" or "Boeing"
is defined as The Boeing Company, its divisions, subsidiaries, affiliates, the
assignees of each, and their respective directors, officers, employees and
agents.
PRODUCT ASSURANCE DOCUMENT
PART 3: BOEING SERVICE LIFE POLICY
1. Definitions.
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SLP Component - any of the primary structural elements (excluding
industry standard parts) of the landing gear, wing, fuselage, vertical or
horizontal stabilizer listed in the applicable purchase agreement for a specific
model of aircraft that is installed in the aircraft at time of delivery or is
purchased from Boeing by Customer as a spare part. The detailed SLP Component
listing will be in Supplemental Exhibit SLP1 to each Purchase Agreement.
2. Service Life Policy.
-------------------
2.1 SLP Commitment. If a failure or defect is discovered in a SLP
Component within the time periods specified in Article 2.2 below, Boeing will,
at a price calculated pursuant to Article 3 below, Correct the SLP Component.
2.2 SLP Policy Periods.
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2.2.1 The policy period for SLP Components initially installed
on an aircraft is 12 years after the date of delivery of the aircraft.
2.2.2 The policy period for SLP Components purchased from
Boeing by Customer as spare parts is 12 years from delivery of such SLP
Component or 12 years from the date of delivery of the last aircraft produced by
Boeing of a specific model, whichever first expires.
3. Price.
-----
The price that Customer will pay for the Correction of a defective or
failed SLP Component will be calculated pursuant to the following formula:
P = CT
---
144
where:
P = price to Customer for the replacement part
C = SLP Component sales price at time of Correction
T = total age in months of the defective or failed SLP
Component from the date of delivery to Customer to
the date of discovery of such condition.
4. Conditions.
----------
Boeing's obligations under this Policy are conditioned upon the
following:
4.1 Customer must notify Boeing in writing of the defect or failure
within three months after it is discovered.
4.2 Customer must provide reasonable evidence that the claimed defect
or failure is covered by this Policy and if requested by Boeing, that such
defect or failure was not the result of (i) a defect or failure in a component
not covered by this Policy, (ii) an extrinsic force, (iii) an act or omission of
Customer, or (iv) operation or maintenance contrary to applicable governmental
regulations or Boeing's instructions.
4.3 If return of a defective or failed SLP Component is practicable and
requested by Boeing, Customer will return such SLP Component to Boeing at
Boeing's expense.
4.4 Customer's rights and remedies under this Policy are limited to the
receipt of a Correction at prices calculated pursuant to Article 3 above.
5. Disclaimer and Release; Exclusion of Liabilities.
------------------------------------------------
This Part 3 and the rights and remedies of Customer and the obligations
of Boeing are subject to the DISCLAIMER AND RELEASE and EXCLUSION OF
CONSEQUENTIAL AND OTHER DAMAGES provisions of Article 11 of Part 2 of this
Exhibit C.
PRODUCT ASSURANCE DOCUMENT
PART 4: SUPPLIER WARRANTY COMMITMENT
1. Supplier Warranties and Supplier Patent and Copyright Indemnities.
-----------------------------------------------------------------
Boeing will use diligent efforts to obtain warranties and indemnities
against patent and copyright infringement enforceable by Customer from Suppliers
of Supplier Products (except for BFE and engines) installed on the aircraft at
the time of delivery that were selected and purchased by Boeing, but not
manufactured to Boeing's detailed design. Boeing will furnish copies of the
warranties and patent and copyright indemnities to Customer contained in
Supplier Product Support and Product Assurance Agreements, prior to the
scheduled delivery month of the first aircraft under the initial purchase
agreement to the AGTA.
2. Boeing Assistance in Administration of Supplier Warranties.
----------------------------------------------------------
Customer will be responsible for submitting warranty claims directly to
Suppliers; however, if Customer experiences problems enforcing any Supplier
warranty obtained by Boeing for Customer, Boeing will conduct an investigation
of the problem and assist Customer in the resolution of those claims.
3. Boeing Support in Event of Supplier Default.
-------------------------------------------
3.1 If the Supplier defaults in the performance of a material
obligation under its warranty, and Customer provides evidence to Boeing that a
default has occurred, then Boeing will furnish the equivalent warranty terms as
provided by the defaulting Supplier.
3.2 At Boeing's request, Customer will assign to Boeing, and Boeing
will be subrogated to, its rights against the Supplier provided by the Supplier
warranty.
PRODUCT ASSURANCE DOCUMENT
PART 5: BOEING INTERFACE COMMITMENT
1. Interface Problems.
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An Interface Problem is defined as a technical problem in the operation
of an aircraft or its systems experienced by Customer, the cause of which is not
readily identifiable by Customer but which Customer believes to be attributable
to either the design characteristics of the aircraft or its systems or the
workmanship used in the installation of Supplier Products. In the event Customer
experiences an Interface Problem, Boeing will, without additional charge to
Customer, promptly conduct an investigation and analysis to determine the cause
or causes of the Interface Problem. Boeing will promptly advise Customer at the
conclusion of its investigation of Boeing's opinion as to the causes of the
Interface Problem and Boeing's recommendation as to corrective action.
2. Boeing Responsibility.
---------------------
If Boeing determines that the Interface Problem is primarily
attributable to the design or installation of any Boeing Product, Boeing will
Correct the design or workmanship to the extent of any then-existing obligations
of Boeing under the provisions of the applicable Boeing Warranty or Boeing
Service Life Policy.
3. Supplier Responsibility.
-----------------------
If Boeing determines that the Interface Problem is primarily
attributable to the design or installation of a Supplier Product, Boeing will
assist Customer in processing a warranty claim against the Supplier.
4. Joint Responsibility.
--------------------
If Boeing determines that the Interface Problem is partially
attributable to the design or installation of a Boeing Product and partially to
the design or installation of a Supplier Product, Boeing will seek a solution to
the Interface Problem through the cooperative efforts of Boeing and the Supplier
and will promptly advise Customer of the resulting corrective actions and
recommendations.
5. General.
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Customer will, if requested by Boeing, assign to Boeing any of its
rights against any supplier as Boeing may require to fulfill its obligations
hereunder.
6. Disclaimer and Release; Exclusion of Liabilities.
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This Part 5 and the rights and remedies of Customer and the obligations
of Boeing herein are subject to the DISCLAIMER AND RELEASE and EXCLUSION OF
CONSEQUENTIAL AND OTHER DAMAGES provisions of Article 11 of Part 2 of this
Exhibit C.
PRODUCT ASSURANCE DOCUMENT
PART 6: BOEING INDEMNITIES AGAINST PATENT
AND COPYRIGHT INFRINGEMENT
1. Indemnity Against Patent Infringement.
-------------------------------------
Boeing will defend and indemnify Customer with respect to all claims,
suits and liabilities arising out of any actual or alleged patent infringement
through Customer's use, lease or resale of any aircraft or any Boeing Product
installed on an aircraft at delivery.
2. Indemnity Against Copyright Infringement.
----------------------------------------
Boeing will defend and indemnify Customer with respect to all claims,
suits and liabilities arising out of any actual or alleged copyright
infringement through Customer's use, lease or resale of any Boeing created
Materials and Aircraft Software installed on an aircraft at delivery.
3. Exceptions, Limitations and Conditions.
--------------------------------------
3.1 Boeing's obligation to indemnify Customer for patent infringement
will extend only to infringements in countries which, at the time of the
infringement, were party to and fully bound by either (a) Article 27 of the
Chicago Convention on International Civil Aviation of December 7, 1944, or (b)
the International Convention for the Protection of Industrial Property (Paris
Convention).
3.2 Boeing's obligation to indemnify Customer for copyright
infringement is limited to infringements in countries which, at the time of the
infringement, are members of The Berne Union and recognize computer software as
a "work" under The Berne Convention.
3.3 The indemnities provided under this Part 6 will not apply to any
(i) BFE, (ii) engines, (iii) Supplier Product (iv) Boeing Product used other
than for its intended purpose, or (v) Aircraft Software not created by Boeing.
3.4 Customer must deliver written notice to Boeing (i) within 10 days
after Customer first receives notice of any suit or other formal action against
Customer and (ii) within 20 days after Customer first receives any other
allegation or written claim of infringement covered by this Part 6.
3.5 At any time, Boeing will have the right at its option and expense
to: (i) negotiate with any party claiming infringement, (ii) assume or control
the defense of any infringement allegation, claim, suit or formal action, (iii)
intervene in any infringement suit or formal action , and/or (iv) attempt to
resolve any claim of infringement by replacing an allegedly infringing Boeing
Product or Aircraft Software with a noninfringing equivalent.
3.6 Customer will promptly furnish to Boeing all information, records
and assistance within Customer's possession or control which Boeing considers
relevant or material to any alleged infringement covered by this Part 6.
3.7 Except as required by a final judgment entered against Customer by
a court of competent jurisdiction from which no appeals can be or have been
filed, Customer will obtain Boeing's written approval prior to paying,
committing to pay, assuming any obligation or making any material concession
relative to any infringement covered by these indemnities.
3.8 Boeing will have no obligation or liability under this Part 6 for
loss of use, revenue or profit, or for any other incidental or consequential
damages. The obligations of Boeing and remedies of Customer in this Part 6 are
exclusive and in substitution for, and Customer hereby waives, releases and
renounces all other indemnities, obligations and liabilities of Boeing and all
other rights, claims and remedies of Customer against Boeing, express or
implied, arising by law or otherwise, with respect to any actual or alleged
patent, copyright OR OTHER INTELLECTUAL PROPERTY infringement or the like by any
aircraft, AIRCRAFT SOFTWARE, MATERIALS, TRAINING, SERVICES or other thing
provided under this AGTA and the applicaBLE PURCHASE AGREEMENT.
3.9 For the purposes of this Part 6, "BOEING or Boeing" is defined as
The Boeing Company, its divisions, subsidiaries, affiliates, the assignees of
each and their respective directors, officers, employees and agents.