20-F/A










Exhibit 4.15  




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SUPPLY AGREEMENT 



REFERENCE *** 



between 


*** 



and 



SUMMIT AVIATION SUPPLY 



for 



***’S AIRCRAFT
PROGRAMS 



RELATING TO 


“***” 




FOR THE ALL ***
PROGRAMS 











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SUPPLY AGREEMENT
REFERENCE *** 



This Supply Agreement, effective as
of ***, ***, ***, is made and entered into by and between ***, a corporation
existing under the laws of the ***, having its principal place of business at ***
(“***”), and Summit Aviation Supply, a company existing
under the laws of New Jersey, United States of America having its principal place of
business at 1008 Teaneck Road, Teaneck, N.J. U.S, is in regard to the supply of certain
aeronautical products for ***’s aircraft programs. 



RECITALS 



WHEREAS, *** is an aircraft
manufacturer, and is in the business of designing, manufacturing and selling aircraft
and aircraft parts;  





WHEREAS, *** issued a request
for proposal inviting bidders to submit proposals for the supply of certain electrical
hardware to support *** aircraft programs (“Programs”); 



WHEREAS, Supplier sent *** a
proposal indicating Supplier’s desire to participate in such Programs; 



WHEREAS, Supplier shall
provide certain electrical hardware, as more specifically described herein, to *** and to
third parties expressly indicated by *** (***); 



NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein set forth, and for good and
valuable consideration which is acknowledged by each Party hereto, the Parties hereto
agree as follows: 



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TABLE OF CONTENTS 




	
PART
1 – DEFINITIONS AND EXHIBITS 




	1.1  	Definitions





	1.2  	Exhibits






	
PART
2 – OBJECT OF AGREEMENT  




	2.1  	Subject
of Agreement




	2.2  	Relationship
with ***




	2.3  	Absorption
of Non-Recurring Costs






	
PART
3 – PRICES AND PAYMENT  




	3.1  	General
Terms




	3.2  	Adjustment




	3.3  	Delayed
Products




	3.4  	Price
Guarantee




	3.5  	Payment






	
PART
4 – PURCHASE ORDERS, DELIVERY AND ACCEPTANCE  




	4.1  	Purchase
Orders




	4.2  	Delivery




	4.3  	Acceptance
and Rejection




	4.4  	Return






	
PART
5 – TECHNICAL REQUIREMENTS  




	5.1  	Technical
Specifications




	5.2  	Interchangeability




	5.3  	Changes




	5.4  	Obsolescence






	
PART
6 – QUALITY ASSURANCE  




	6.1  	Quality
Requirements




	6.2  	Source
Inspection






	
PART
7 – FURTHER OPERATIONAL PROCEDURES  




	7.1  	Overall
Performance Indicators




	7.2  	Subcontracting




	7.3  	Program
Surveillance




	7.4  	Procurement
Offset Credits




	7.5  	Supplier's
Warranties




	7.6  	Safety
Inventory






	
PART
8 – SUSPENSION, TERMINATION, EVENTS OF DEFAULT, AND REMEDIES  




	8.1  	Suspension




	8.2  	Termination




	8.3  	Events
of Default




	8.4  	Remedies




	8.5  	Right
to Set Off




	8.6  	Additional
Damages






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PART
9 – MISCELLANEOUS  




	9.1  	Excusable
Delay




	9.2  	Supplier
Representations




	9.3  	Proprietary
Information




	9.4  	***'s
Right in Supplier's Patents, Copyrights and Trade Secrets




	9.5  	Intellectual
Property




	9.6  	Insurance




	9.7  	Indemnification




	9.8  	Publicity




	9.9  	Customer
Contact




	9.10  	Taxes
and Duties




	9.11  	Survival




	9.12  	Amendment




	9.13  	Assignment




	9.14  	Compliance
With Laws




	9.15  	Headings




	9.16  	Severability




	9.17  	Export
Control




	9.18  	Nonwaiver




	9.19  	Applicable
Law




	9.20  	Dispute
Resolution




	9.21  	Remedies
not Exclusive




	9.22  	Independent
Contractors




	9.23  	Changes
to Supplier Ownership or Affiliation




	9.24  	Notices,
Requests and Language




	9.25  	Term
of Agreement




	9.26  	Entire
Agreement







Exhibits  




	Exhibit  A	
                 List of Products & Price Breakdown and Lead-Time




	Exhibit B 	
                 ***'s Shipping Policy




	Exhibit C 	
                ***'s Quality Requirements for Suppliers




	Exhibit D 	
                 Product Export Control Chassification Sheet




	Exhibit E 	
                 SMI - Supplier's Management Inventory




	Exhibit F 	
                 ***




	Exhibit G 	
                 Purchasing Conditions Available for ***






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PART 1 –
DEFINITIONS AND EXHIBITS  



	1.1  	Definitions  






For purposes of this Agreement, the
following terms shall be defined as set forth below. As required by the context, defined
terms expressed in the singular form shall be deemed to refer to the plural form and vice
versa. The words “Clause”, “Paragraph”, “Article”,
“Section”, “Exhibit” and like references are references to this
Agreement, unless otherwise specified. Any references herein to this Agreement or to any
other agreement, exhibit, instrument or document will include any and all amendments,
modifications, supplements or substitutions that may be made from time to time to this
Agreement or to any such agreement, exhibit, instrument or document, all as permitted by
this Agreement, unless otherwise specified. 



	1.1.1  	“Agreement”,
“hereof”, “hereto”, “herein” and similar terms shall mean
and/or refer to this Supply Agreement and its respective Exhibits and other documents
attached to this Supply Agreement, as well as all amendments, modifications and
supplements hereto; 






	1.1.2  	“Aircraft” shall
mean the aircraft which are or will be designed and manufactured by ***. 






	1.1.3  	“Airworthiness
Authorities” shall mean the ***, EASA (European Aviation Safety Agency), FAA (United
States Federal Aviation Administration) or such other airworthiness authority by which
the Products may be certified, pursuant to the Technical Specification; 






	1.1.4  	“AOG” shall
mean “Aircraft on Ground”, and that such Aircraft is unable to continue or be
returned to service until appropriate action is taken; 






	1.1.5  	“Agreement”,
“hereof”, “hereto”, “herein” and similar terms shall mean
and/or refer to this Supply Agreement and its respective Exhibits and other documents
attached to this Supply Agreement, as well as all amendments, modifications and
supplements hereto; 






	1.1.6  	“Aircraft” shall
mean any and all aircraft designed and manufactured, or to be designed and manufactured,
by *** ; 






	1.1.7  	“Change(s)”
 shall  mean any  modification  on the  Aircraft  or in any  Product  to comply  with
           requirements as set forth in this Agreement;






	1.1.8  	“Correction” shall
mean either (i) the repair, correction or modification required to make any Products
comply with the requirements of this Agreement or (ii) the replacement of any goods or
services to be provided by Supplier in connection with this Agreement, Products which do
not comply with the requirements of this Agreement by Products which do so comply; 






	1.1.9  	“Critical
Order” shall mean a Purchase Order placed on an urgent basis to prevent the
occurrence of an AOG; 






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	1.1.10  	“Customer” shall
mean any owner, lessee or operator of an Aircraft, or an appointee of such owner, lessee
or operator; 






	1.1.11  	***
; 






	1.1.12  	“***’s
Logistics  Provider” shall mean the logistics  service provider  contracted by *** for
the            transport of all Products;






	1.1.13  	“Exhibit”
shall mean those documents, individually or jointly, as listed in Section 1.2 hereof;






	1.1.14  	“Obsolescence” shall
mean the discontinuation of the requirement for any Product and/or Items as a result of
an engineering or manufacturing change which has rendered such Product no longer usable
in the production of the Aircraft; 






	1.1.15  	“Parties”
shall mean *** and Supplier, taken collectively;






	1.1.16  	“Party”
shall mean each of *** and Supplier, individually;






	1.1.17  	“Price” shall
mean the total amount paid by *** to Supplier in accordance with Section 3.1of this
Agreement; 






	1.1.18  	“Product” shall
mean all goods, including pieces, parts and components (if applicable) thereof for the
Aircraft to be provided by Supplier under this Agreement, as further described in Exhibit
A attached hereto as may be amended from time to time and shall include those goods
provided by the Supplier under this Agreement which are intended for ***’s use,
Customer’s use, or for sale as spare parts or production replacements; 






	1.1.19  	“Program” shall
mean all activities related to the design, development, certification, manufacturing,
sales and after-sales support of an Aircraft including, but not limited to Customer
Support; 






	1.1.20  	“Proprietary
Information” shall mean all information or data, whether or not marked or otherwise
specified as proprietary or confidential, related to the Program which concerns a Party’s
technology, trade secrets, know-how, existing or future products or financial or
corporate information. This information may include, but is not limited to, information
relating to: inventions, computer software programming and technology, research,
development of new products, engineering, manufacturing processes, purchasing data,
make-or-buy plans, business plans, accounting, marketing, sales or pricing data. Such
information or data may be contained in materials such as drawings, designs, engineering
releases, tools, master tools, models, samples, databases, datasets, specifications,
algorithms, manuals, reports, compilations, research, patent applications, computer
programs, machine-readable data (such as electronic files) and marketing and financial
information and plans, and any information derived or compiled in whole or in part
therefrom. Such information and data includes but is not limited to information received
by a Party which the Party is obligated, contractually or otherwise, to hold in
confidence; 






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	1.1.21  	“Purchase
Order” shall mean any purchase order issued by *** to Supplier, for supply of
Products in accordance with this Agreement; 






	1.1.22  	“Repair” shall
mean the process of repairing any defective or non-conforming Product, which defect or
non-conformity is solely attributable to ***; 






	1.1.23  	“Shipset” shall
mean the necessary quantity of a group of Products to be utilized on the
production/assembly of one Aircraft. 






	1.1.24  	“Stop
Work Notice” shall mean the notice *** is entitled to give to Supplier pursuant to
Section 8.1 herein; 






	1.1.25  	“Subcontractor” shall
mean any manufacturer and/or supplier, excluding Supplier, which manufactures and/or
supplies any portion or part of the Products, pursuant to the instructions and/or
contract of Supplier; 






	1.1.26  	“Supplier”
shall mean SUMMIT AVIATION SUPPLY






	1.1.27  	“Technical
Change(s)” shall mean any modification in any Product to comply with requirements of
any Airworthiness Authorities, Customer and/or any modification inserted in the Product; 






	1.1.28  	“Technical
Specification” shall mean the Product technical requirements necessary for Supplier
to design and/or manufacture the Product. 






	1.2  	Exhibits  






	Exhibit A 	
List of Products & Price Breakdown and Lead-Time 




	Exhibit B 	
***’s Shipping Policy 




	Exhibit C 	
***’s Quality Requirements for Suppliers 




	Exhibit D 	
Product Export Control Chassification Sheet 




	Exhibit E 	
SMI – Supplier’s Management Inventory 




	Exhibit F 	
                 ***




	Exhibit G 	
                 Purchasing Conditions Available for ***






In the event any conflict exists
between the terms and conditions set forth in the Exhibits hereto and those terms and
conditions set forth in this Agreement, the terms and conditions of this Agreement shall
prevail. A conflict shall not be deemed to exist when this Agreement and an Exhibit hereto
address different or specific situations or activities. 



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PART 2 – OBJECT OF
AGREEMENT  



	2.1  	Subject
of Agreement  






According to the terms and conditions
of this Agreement, Supplier agrees to manufacture, test, supply, ship and provide logistic
support to the Products for use or installation into an Aircraft or an Aircraft part. 



*** does not guarantee to Supplier:
(i) any minimum amounts of Products to be purchased by ***; (ii) any minimum amount of
Products to be purchased by *** in any Purchase Order; (iii) any minimum amount of money
to be paid by *** pursuant to this Agreement; (iv)
any constant or fixed number of Purchase Orders to be placed by *** with Supplier in any
given period of time; and/or (v) the use of Products in any of its Customer programs. No
financial obligation of *** to pay any amount of money to Supplier will arise before the
delivery of conforming Products following the issuance of a valid Purchase Order,
according to the terms and conditions of this Agreement, and the placement of Purchase
Orders by *** will be within ***’s sole discretion. The parties agree that ***, at
any time during the life of this Agreement and in its sole discretion, may purchase
similar or comparable products and/or services from other suppliers. 




Supplier agrees to supply Products to
any ***’s subsidiary, branch or affiliate company, with no restrictions, under the
same terms and conditions set forth hereunder through solely the placement of the Purchase
Order as provided in Section 4.1 herein below. 



	2.2  	Relationship
with ***  






Supplier agrees to supply the
Products to *** in Exhibit F, under the terms and conditions of this Agreement, except
payment terms, to be *** to *** as specifically set forth in Exhibit G, which shall be
disclosed to *** by the Parties. All agreements or purchase orders between Supplier and
*** shall be considered as a separate business relationship, held exclusively by and
between Supplier and ***. 



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	2.2.1  	Following
execution of this Agreement, *** shall request *** to sign *** for *** to Supplier,
pursuant to *** agree to purchase Products for use in *** Programs pursuant to the terms
set forth in Exhibit G. 






	2.2.2  	Under
no circumstances shall *** be construed as a guarantor or co-responsible for any ***
obligations. Supplier expressly agrees that if *** in any way defaults under the
respective purchase orders and/or separate agreements with Supplier, such default shall
not be construed as an a default of *** and shall not excuse Supplier from complying with
its obligations under this Agreement. 






	2.2.3  	Products
shall only be provided to *** under specific purchase orders, to be placed by *** which
shall indicate that the Products are only for use with ***’s Programs. 






	2.2.4  	If
Supplier reasonably believes that *** is purchasing Products for use outside of an ***
Program, Supplier shall immediately notify *** to undertake investigations to resolve the
situation as required. 






	2.2.4  	***
shall be responsible to coordinate and manage the agreed annual quantities distribution
among *** and *** in accordance with Section 2.2. 






	2.2.5  	Supplier
shall immediately notify *** (i) of any disputes between Supplier and ***, (ii) of any
claim that Supplier may have against *** that could impact the supply of Products from
Supplier to ***, (iii) within reasonable time before taking any action to terminate its
agreement with ***, and (iv) to the extent *** fails to perform as required by this
Agreement, *** shall cooperate with Supplier in Supplier’s efforts to resolve the
situation. 






	2.3  	Absorption
of Non-Recurring Costs  






Supplier shall absorb and be solely
liable and responsible for any and all of its non-recurring costs and expenses incurred in
the performance of this Agreement. 





PART 3 – PRICES AND
PAYMENT  



	3.1  	General
Terms  






All prices and payments referred to
in this Agreement are set forth in United States Dollars (USD). No adjustments to any
prices set forth herein shall be made due to changes or fluctuation in currency exchange
rates. 



The Price of the Products is set
forth in the Exhibit A to this Agreement. 



All Prices set forth in this
Agreement include all taxes, imposts, fees, duties and levies, tariffs and export duties
and charges of any kind, incurred or imposed by the nations, state or political
subdivisions thereof in which Supplier’s Products are manufactured and/or in
accordance with this Agreement and with the Purchase Orders. 



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*** 



The payment of the Prices mentioned
in this Agreement constitutes the sole and total amounts to be paid by *** to Supplier for
the Products and all and for any other deliverable rendered by Supplier under this
Agreement. 



	3.2  	Adjustment  






*** 




	3.3  	Delayed
Products  






In the event the delivery of Product
is delayed, Supplier shall not escalate the Price of such delayed Product, pursuant to
this Agreement, past the originally scheduled delivery date of such delayed Product. 



	3.4  	Price
Guarantee  






*** 



	3.5  	Payment  






Supplier shall issue and forward to
*** invoices for each Product delivered to *** in accordance with the Purchase Orders
issued by *** and with that set forth in this Agreement. 



Subject to Section 6.3, the payment
regarding all Product(s) delivered in accordance with ***’s Shipping Policy (Exhibit
B) shall be made by *** within *** (***) calendar days after the delivery of the
conforming Product(s) to ***’s Logistics Provider, together with the pertinent
invoices issued by Supplier, provided that such delivered Product otherwise conforms to
the terms of this Agreement including, but not limited to, Section 6 (“Quality
Requirements”) and Exhibit C. 





PART 4 – PURCHASE
ORDERS, DELIVERY AND ACCEPTANCE  



	4.1  	Purchase
Orders  






	 	           4.1.1 	General






*** will place Purchase Orders with
Supplier, confirming the purchase and setting forth the quantity, delivery dates and other
specific conditions for each purchase, taking into account the standard lead-time for
Products set forth below, as the case may be. Every Purchase Order shall be governed by
and be deemed to include the provisions set forth in this Agreement and may, at ***
discretion, contain the reference number of this Agreement. 



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Purchase Orders issued by *** within
the Purchase Orders Standard Lead Time, pursuant to Section 4.1.2, or with a greater
number of days than those specified in such Standard Lead Time shall be fully binding on
Supplier. Supplier shall, notwithstanding expressly acknowledge and accept each Purchase
Order, within *** (***) working days after receipt of same from ***, provided that such
Purchase Order complies with all ***’s requirements of issuance set forth in this
Agreement. 



For Purchase Orders (i) issued with a
smaller number of days than those specified in the Purchase Order Standard Lead Time or
(ii) that contain special terms establishing different conditions than those of this
Agreement applicable exclusively to such Purchase Order, Supplier shall notify *** in
writing, within *** (***) working days of the issuance of each Purchase Order, of its
acceptance of said Purchase Order. If an acknowledgement notice is not received within
said *** (***) working day period, the Purchase Order will be considered accepted and
effective. Supplier will not unreasonably withhold acceptance of a Purchase Order, or
unreasonably reject a Purchase Order placed by ***. If Supplier rejects the Purchase
Order, Supplier will specify the reasons for such rejection, as well as any changes or
additions that would make such Purchase Order acceptable. 



*** 



In case of conflict between the
general terms and conditions of a Purchase Order and this Agreement, this Agreement shall
prevail.  



Supplier may not, without the
previous and express written consent of ***, change the terms of a Purchase Order,
whether by addition, modification or deletion, nor shall its invoices, notes or
correspondence modify or alter the term of any Purchase Order. 



Supplier shall notify *** of any
discrepancy between the Purchase Order’s terms (Prices, part numbers and other data,
for instance) and the terms of this Agreement, requesting further clarification, prior to
any shipment to ***, to prevent possibility of rejections, wrong shipments, or customs
seizures. 



Supplier shall accept Purchase Orders
for fractional quantities of Products. The Parties agree that in this case Supplier will
be entitled to round up such quantities up to a maximum of *** of the ordered quantity and
invoice such additional quantities accordingly. 



Unless otherwise expressly agreed in
writing between *** and Supplier, the terms and conditions of this Agreement shall apply
to all Purchase Orders for any Product or Customer Support to be provided under this
Agreement. 



	 	4.1.2 	Purchase
Orders Standard Lead Time 






The minimum standard lead time for
the Product is established in Exhibit A attached.herein (***) *** after ***. 



	 	4.1.3 	Rescheduling 






*** 



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	 	           4.1.4 	Cancellation






*** 



	4.2  	Delivery  






	 	4.2.1 	General 






Supplier shall deliver the Products
on the dates set forth in the Purchase Orders, ***, in the *** condition, according
to ICC’s INCOTERMS 2000, ***. Supplier will comply with the provisions of ***’s
Shipping Policy set forth in Exhibit B. 



Supplier shall deliver any Product
required to be delivered pursuant to this Agreement and necessary for updates, retrofits,
AOG, Critical Order, and support of the flight test campaign in the same condition set
forth in the preceding paragraph. 



	 	4.2.2 	Procedures 






(i)
Title and Risk of Loss





Subject to Section 4.3 herein, title
to and risk of any loss of, or damage to, all Products shall pass from Supplier to ***.
Notwithstanding the delivery conditions established herein, Supplier shall at all times
be responsible for any and all loss or damage resulting from Supplier’s fault or
negligence or failure to comply with the terms of this Agreement with respect to the
handling, packaging, transportation and delivery of the Products.  




	 	4.2.3 	Packaging and Shipping 






Except
as expressly provided otherwise herein, all Products, Spare Parts and/or Technical
Publications shall be prepared (cleaned, preserved, etc.) and packed for shipment in a
manner acceptable to *** and/or ***’s Logistics Provider, so as to (i) comply with
carrier regulation and (ii) prevent damage or deterioration during handling, shipment and
storage at destination. 



Supplier shall pack and ship the
Products in accordance with the terms of this Section 4.2.3 and the instructions,
procedures and requirements set forth in the Shipping Policy, and shall be solely
responsible for the issuance of all necessary documents related to packing and shipping. 



*** 



***’s shipping policy may be
revised by *** at any time and without any prior notice to Supplier, and such revised
version will be posted at: *** and shall be deemed incorporated into Exhibit D of this
Agreement. 



It is Supplier’s sole
responsibility to access the Shipping Policy at the aforementioned URL address
periodically to verify the revision status of Exhibit D and implement any such revision.
Furthermore, Supplier agrees to comply with any and all changes to the Shipping Policy
required or imposed by any applicable law or regulation. Any revision implemented as
described herein shall be deemed automatically incorporated to Exhibit G as an amendment
to this Agreement. 



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Failure to access these requirements
through the internet does not relieve Supplier from its obligation to comply with and
deliver Products that meet all contractual requirements. 



*** 



Supplier shall be responsible for the
payment or reimbursement to ***, as the case may be, of any and all costs, expenses and
administrative sanctions arising out of or in any way connected with Supplier’s
non-compliance with any of the provisions contained in this Section 4.2 and/or in the
Shipping Policy, including taxes, fees, duties, imposts, levies, excises, surcharges or
import/export charges claimed against *** by the *** customs or other competent
authorities due to the such Supplier’s non-compliance. 



	4.3  	Acceptance
and Rejection  






***’s acceptance of all
Products, Spare Parts and/or Technical Publications shall be subject to Supplier’s
compliance with the terms and conditions set forth in this Agreement, specially those
contained in the Purchase Orders, in the Shipping Policy and in the Quality Requirements.
No test, inspection, certificate or report of any kind, carried out by Supplier, including
those at which a representative of *** was present, shall constitute a final inspection or
acceptance of the Products and/or Spare Parts and/or Technical Publications under this
Agreement, unless otherwise either specifically agreed upon in writing by ***. 



*** 



	4.4  	Return  






*** 





PART 5 – TECHNICAL
REQUIREMENTS  



	5.1  	Technical
Specifications  






Products are based on Technical
Specifications, which may be standard of the market or issued by Supplier or by ***, as
set forth in Exhibit A.

 Supplier agrees to disclose its Technical Specification to *** or
to Customer if such information is necessary to resolve an AOG, a Critical Order or a
system technical study or improvement of the Product. The disclosure mentioned will be
made under the conditions of Section 9.3. 



*** 



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	5.2  	Interchangeability  






Supplier agrees to maintain its
Products competitive in the marketplace and to use the most appropriate techniques and
technologies available in the industry. 



Supplier shall ensure that any
improvement or upgrade of the Products is fully interchangeable (same fit, form and
function) with former versions of the Products, unless otherwise previously and
specifically agreed in writing by ***. 



Even if an improvement or upgrade of
the Product does not affect the form, fit, function and/or part number of the Product,
Supplier shall submit information on such improvement or up grade to ***’s approval,
within *** (***) *** before such modification, detailing the technical differences with
the current Products. Supplier shall make all efforts to provide information necessary to
*** analyses and approvals (including, but not limited to, qualification tests reports and
audits). 



	5.3  	Changes  






*** 



	 	           5.3.1 	Change
Responsibilities






*** 



	5.4  	Obsolescence  






Supplier shall manufacture and design
and/or cause its Subcontractors to manufacture and design all Products in a manner to
avoid Obsolescence. Supplier also undertakes to implement relevant steps so as to prevent
Obsolescence, ensuring that updated Products are fully interchangeable with its previous
versions, including monitoring of its supply chain. 



No adjustment to Prices shall be
applicable because of Supplier’s implementation of steps to avoid Obsolescence. 



Supplier may not defer implementation
of changes so as to avoid Obsolescence unless the priority of such change permits such
delayed implementation. 






PART 6 – Quality
Requirements  



	6.1  	Quality
Requirements  






Supplier shall comply with ***’s
quality requirements (“Quality Requirements”) made available through ***. For
informational purposes only, such Quality Requirements are attached hereto as Exhibit C
– ***’s Quality Requirements. 



*** 



*** 



*** 




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	6.2  	Source
Inspection  






At any time, *** may, at its sole
discretion, elect to inspect Products, Spare Parts, Technical Publications and/or
processes related to commercial, engineering, quality and material processing control
relating to Supplier’s performance under this Agreement at source, including all
Product packing and accompanying documentation at the delivery point, by providing
Supplier with a prior written notice at least *** (***) *** before the date of the
intended inspection. 



Supplier agrees that the
Airworthiness Authority representatives shall be entitled to inspect and evaluate Supplier
including, but not limited to, Supplier’s facilities, systems, data, equipment,
personnel, testing and all work-in-process and completed work. 



Supplier shall cause its
Subcontractors to authorize *** and/or Airworthiness Authority to conduct such inspections
on the same basis. 



Supplier shall be responsible for the
payment or reimbursement to ***, as the case may be, of any and all costs and expenses
incurred by *** in connection with source inspections and any other actions that may be
necessary, at ***’s discretion, as a result of Supplier’s recurring
non-compliance with the terms of this Section 6, including costs incurred by *** with air
ticket and lodging to carried out inspection arising out of Supplier’s
non-compliance. 





PART 7 – FURTHER
OPERATIONAL PROCEDURES  



	7.1  	Overall
Performance Indicators  






Supplier agrees that *** will use
performance indicators to measure Supplier’s overall performance during the term of
this Agreement. 



For each phase of a Program,
including, but not limited to, production phase Supplier agrees that *** will use
different performance indicators to measure Supplier’s overall performance. Supplier
agrees to supply to *** all data that the Parties mutually agree to be necessary for such
indicators. 



Supplier also agrees to use and to
provide the required data to allow the proper application of the ***’s electronic
communication media, which shall be used in connection with measuring Supplier’s
performance and to exchange relevant information related to the Program. Supplier shall
bear all of its costs in case any adjustment or acquisition of hardware and/or software
and/or infrastructure is required. 



	 	7.1.1 	On
Time Delivery Performance Rate 






Supplier agrees to maintain a minimum
on time delivery performance rate of *** (***)during the term of this Agreement. 



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	7.2  	Subcontracting  






*** may, at any time during the
performance of this Agreement, review Supplier’s make-or-buy plan and source
selection for Products and/or tooling considered critical by *** because of process
requirements or manufacturing complexity, and veto Subcontractors. 



Supplier agrees that it shall not
subcontract any other aircraft manufacturer or respective subsidiaries, branches or
affiliated companies for the performance of this Agreement. 



Supplier is responsible for its
supply chain process, including, but not limited to its suppliers manufacturing process. 



	7.3  	Program
Surveillance  






Subject to Section 6.2, Supplier
hereby grants, and shall cause Subcontractors to grant, to *** and Customers the right to
visit the Supplier or Subcontractors’ facilities during operating hours to review
progress and performance of production, schedule, cost, quality and protection of
***’s Proprietary Information. Supplier agrees and shall cause Subcontractors to
agree that any *** or Customer authorized representative shall be allowed access to all
areas used for the performance of this Agreement. Such access shall be subject to the
regulations of any governmental agency regarding admissibility and movement of personnel
on Supplier’s or Subcontractors’ premises. 



Each Party (the “Indemnifying
Party”) hereby agrees to indemnify and hold the other Party and the other
Party’s officers, employees and agents (collectively the “Indemnified
Party”), harmless from and against all actions, claims, demands, liability, losses,
costs and expenses (including the reasonable costs of defending and the actual costs of
settling any action, claim or demand) for personal injury, death or property loss which
may be brought or made against or suffered or incurred by the Indemnified Party, solely
caused by the Indemnifying Party’s representatives while upon the Indemnified
Party’s property and while carrying out their activities under the Program. 



	7.4  	Procurement
Offset Credits  






With respect to work covered by this
Agreement, Supplier agrees to use its best reasonable efforts to cooperate with *** in the
fulfillment of any offset obligation that *** may have accepted as a condition for the
sale of any Product or Aircraft. 



	7.5  	Supplier’s
Warranties  






Supplier warrants that each Product
and/or corrected Product shall, as applicable, (i) be free from defects in materials and
workmanship; (ii) conform to the requirements of this Agreement and any applicable
Purchase Order including, but not limited to, any applicable descriptions, compositions,
technical specifications and drawings; and, (iii) to the extent not manufactured pursuant
to detailed designs and specifications provided by ***, be free from any defects in
design, production, and fit for its intended purpose and merchantable. 



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	 	7.5.1 	Warranty
Period and Remedies






If within *** (***) *** after
delivery of any Product to *** (or within *** (***) *** of the discovery of a defect with
respect to a latent defect in such items), such item fails to comply in any respect with
the requirements set forth in this Agreement, *** shall provide evidence of such
deviation and at ***’s discretion, Supplier shall either (i) make all necessary
Corrections or (ii) authorize *** to make such Corrections (which Corrections may be
performed at ***’s facilities or at any other facilities selected by ***).  



(a) All
Corrections made by Supplier and all Corrections performed by *** pursuant           to
this Section shall be at Supplier’s expense, including, cost of product
          and applicable freight and customs charges.  



(b) The
turn around time for any Product under Correction shall be of *** (***) ***
          WHENEVER POSSIBLE, in accordance with the rules specified in the Shipping
Policy           regarding non-conforming materials.  



	 	           7.5.2 	Corrected
Products






As to any defect in material or
workmanship; or failure to conform to the requirements of this Agreement or any applicable
Purchase Order, Supplier’s warranty obligation for a corrected Product or replaced
Product shall be for the remainder of the warranty period specified herein, plus a
supplementary period of time equal to that elapsed between the notification of a defect
and the delivery to *** of the corrected Product or replaced Product. 



	7.6  	Safety
Inventory  






*** 





PART 8 – SUSPENSION,
TERMINATION, EVENTS OF DEFAULT, AND REMEDIES  



	8.1  	Suspension  






*** may at any time, by written
notice to Supplier (a “Stop Work Notice”), require Supplier to stop all or any
part of the work called for by this Agreement. Upon receipt of a Stop Work Notice,
Supplier shall promptly comply with its terms and take all reasonable steps to minimize
the costs arising from the work covered by the Stop Work Notice. Within the period
specified in the Stop Work Notice, *** shall either (i) cancel the Stop Work Notice or
(ii) terminate this Agreement in whole or part, or (iii) cancel the work covered by the
Stop Work Notice. In the event *** cancels the Stop Work Notice Supplier shall promptly
resume work in accordance with the terms of this Agreement. 



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	8.2  	Termination  






	 	           8.2.1 	General
Terms






*** 



In the case of a total termination,
Supplier shall immediately upon said termination stop all work in any way related to this
Agreement and return to *** any and all equipment, and documentation, technical or not,
including, but not limited to Proprietary Information, drawings and blueprints which are
the property of ***. 



Within *** (***) *** of the effective
date of the Termination Notice, each Party hereto shall issue to the other a termination
statement (“Termination Statement”). Any Termination Statement, whether from ***
or Supplier, shall contain sufficient details, verifiable by third party audit, to support
the amount being claimed. Supplier’s Subcontractors shall not submit termination
claims directly to ***. 



	 	8.2.2 	Payments 






The Termination Statement shall set
forth all amounts owed by *** to Supplier and all amounts owed by Supplier to *** as of
the date of said termination, as follows: 



– Credited to *** 



	(i) 	all
amounts paid in advance, down payments, partial and final balance payments; 






	(ii) 	the
value of all *** property, if any, entrusted to the Supplier and which the
          Supplier cannot return to ***; 






	(iii) 	other
outstanding amounts owed by Supplier; and 






– Credited to the
Supplier 



	(i)  	the
amount *** owes to Supplier for conforming Products received by *** and for
                    completed Products not yet delivered to *** which are the subject of
Purchase                     Orders, 






	(ii)  	the
amount for Products not completed (provided these unfinished Products cannot
                    be diverted to Supplier’s other customers) and raw materials for
which                     Supplier has no other use, which are the subject of Purchase
Orders. 






	(iii)  	***






The respective amounts are due within
*** (***) days, from the date of said Termination Statement. Each Party shall promptly
provide payment instructions to the other. Prior to any payment by *** in accordance with
this Section, Supplier shall deliver to *** all Products completed yet undelivered which
are the subject of Purchase Orders, Products not completed (provided these unfinished
Products cannot be diverted to Supplier’s other customers) and raw materials for
which Supplier has no other use. 



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	 	8.2.3 	Limitation
of Liability 






SUPPLIER AGREES THAT *** SHALL NOT BE
LIABLE FOR ANY LOSS, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR DAMAGES OF ANY
TYPE, RESULTING FROM ANY TERMINATION OF THIS AGREEMENT, EXCEPT AS EXPRESSLY SET FORTH
ABOVE IN THIS SECTION 8.2. SUPPLIER AGREES TO INDEMNIFY AND HOLD HARMLESS *** FROM AND
AGAINST (I) ANY AND ALL CLAIMS, SUITS AND PROCEEDINGS BROUGHT AGAINST *** AND/OR SUPPLIER
BY ANY SUBCONTRACTORS OR OTHER PERSON WHICH FURNISHES ANY GOODS TO SUPPLIER IN ANY WAY
CONNECTED WITH THE TERMINATION OF THIS AGREEMENT, (II) ANY AND ALL COSTS, EXPENSES, LOSSES
AND DAMAGES INCURRED OR SUFFERED BY *** IN CONNECTION WITH ANY CLAIMS, SUITS AND
PROCEEDINGS BROUGHT AGAINST *** AND/OR SUPPLIER BY ANY SUBCONTRACTORS OR OTHER PERSON
WHICH FURNISHES ANY GOODS TO SUPPLIER. 





SUPPLIER’S REMEDIES FOR
TERMINATION UNDER THIS CLAUSE SHALL BE CONSIDERED EXCLUSIVE. 



	8.3  	Events
of Default  






Supplier agrees that the occurrence
of any one or more of the following events shall constitute an event of default (each an
“Event of Default”): 



	(i)  	Supplier
fails to perform or comply with any term, condition, representation,
                    warranty or obligation set forth in this Agreement including any
Exhibit hereto;                     or 






	(ii)  	***
forms a reasonable belief that Supplier may not be able to comply
                    effectively with any term, condition, representation, warranty or
obligation set                     forth in this Agreement including any Exhibit hereto. 






	8.4  	Remedies  






If any Event of Default occurs, in
addition to any other remedies available hereunder, *** shall have the right to terminate
this Agreement and recover from Supplier, determined in the sole discretion of ***, all
costs associated with acquiring a substitute for each Product affected by the Event of
Default in excess of the agreed upon price for each Product affected by the Event of
Default. In addition, upon ***’s written request, Supplier, at Supplier’s
expense, shall provide *** with (i) tooling (if any), (ii) local transportation devices
(if any), (iii) raw materials, parts, work in process, incomplete or completed assemblies,
(iv) all other Products or parts thereof in possession of or under the effective control
of Supplier or any of its Subcontractors, and/or (iv) a detailed list of all of such
items, including the location thereof all in accordance with the terms of ***’s
request. 



	8.5  	Right
to Set-Off  






Notwithstanding the foregoing and
without prejudice to other rights and remedies, *** will have the right, at its option, to
set off any amounts due by *** to Supplier against any amounts due by Supplier to ***,
including but not limited to damages recoverable by ***. 



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	8.6  	Additional
Damages  






In addition to any indemnity or
compensation provided in this Agreement or its Exhibits, *** is entitled, at its sole
discretion, to apply one or more of the damages provided herein in relation to each and
every Supplier’s non-compliance with under this Agreement or its Exhibits or approved
Purchase Orders, as set forth in this Article 8.6 



	 	           8.6.1 	Delay
in Delivery of Products






	(i)  	Supplier
is granted a grace period of *** (***) ***. Supplier agrees that timely
                    delivery of Products is the essence of this Agreement. 






	(ii)  	In
the event the delivery of a Product is delayed, on or after the date that
                    allows the then current price to be adjusted in accordance with
Section 3.2                     (Price Adjustment), such adjustment shall not apply. 






	(iii)  	Should
a delivery be delayed, and such delay not be cured in *** (***) *** from
                    the original delivery date, without any prejudice to ***’s right
to                     terminate this Agreement or any other remedies *** may have
hereunder or at law                     or in equity, Supplier agrees that *** shall be
entitled to a payment from                     Supplier of an amount equal to *** (***)
***, per *** of delay until the                     effective delivery of such delayed
Products to ***. The aforementioned                     compensation shall be calculated
from the expiration of the above mentioned ***                     (***) *** cure period,
*** (***) ***. 






	(iv)  	Without
prejudice to other rights, in case: (i) delivery is delayed by more than
                    *** (***) ***, or (ii) of Supplier’s non-compliance with any of
its                     obligations under this Agreement, *** will have the right to
receive                     reimbursement for all costs incurred by *** with regard to
the procurement of                     similar products and related services from sources
other than Supplier,                     including costs arising out of or in connection
with the procurement and                     maintenance of dual or multiple sources for
such products and related services                     including, but not limited to,
integration and certification of the similar                     product on the Aircraft,
as well as product price difference and airfreight when                     applicable.
Acceptance of the costs does not disengage Supplier to pay the
                    corresponding partially liquidated damages for the delay stated
hereto. 






	(v)  	Notwithstanding
the above or a Purchase Order cancellation, *** will also have                     the
right to cancel totally or partially the Purchase Orders for all delayed
                    Products, at ***’s sole discretion and with no liability
whatsoever to be                     claimed against ***. 






	 	8.6.2 	Supplier’s
Non-Compliance 






If an Event of Default occurs which
arises from or is related to Supplier’s non-compliance with any term of (i) Exhibit B
– ***’s Shipping Policy or (ii) Section 6 of this Agreement (including
***’s Quality Requirements, as applicable), even if verified after ***’s
acceptance of the Product, in addition to the other remedies provided to *** pursuant to
this Agreement, *** shall be entitled to liquidated damages as provided for below. 



Such liquidated damages are not a
penalty but are reasonable in light of the anticipated or actual harm caused by the
relevant Event of Default, the difficulties of proof of loss and the inconvenience or
non-feasibility of otherwise obtaining an adequate remedy. Such payments by Supplier are
to be made without prejudice to Supplier’s obligation hereunder or at law to cure
such non-compliance. 



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8.6.2.1
If the Product non-compliance is detected by *** at its stock or by Supplier after
delivery to ***, but before such Product enters ***’s assembly line, Supplier shall
pay to *** as liquidated damages the amount of *** (***) *** non-compliance. 






	 	
8.6.2.2
If the Product non-compliance is detected by *** at its assembly line or production
flight test phase, Supplier shall pay to *** *** the relevant amount of liquidated
damages as described in Section 8.6.2.1 above per Product non-compliance. 






	 	
8.6.2.3
If the Product non-compliance is detected by ***’s Customer, Supplier shall pay to
*** *** the amount of the relevant liquidated damages described in Section 8.6.2.1 per
Product non-compliance. 






	 	           8.6.3 	General
Contractual Non-Compliance






In the event of Supplier’s
material non-compliance with any term of (i) Section 6 of this Agreement (including
***’s Quality Requirements, as applicable), for which partially liquidated damages
are not otherwise applicable, Supplier shall pay to ***, as partially liquidated damages
and not as a penalty, an amount equivalent to *** (***) ***, ***, until the relevant
non-compliance is effectively cured up to *** of the Product value 



	 	           8.6.4 	General
Procedures






The payment of the partially
liquidated damages and compensations referred to in this Section 8.6 shall be made by
Supplier to *** within *** (***) *** after receipt of ***’s written notice for such
amounts. 





PART 9 –
Miscellaneous  



	9.1  	Excusable
Delay  






Each Party shall be excused for
failures and delays in performance caused by war, terrorist acts, riots or insurrections
in such Party’s country, any laws, proclamations, ordinances, or regulations of the
government of such Party’s country or of any political subdivision of such country,
floods, fires, explosions or other catastrophes beyond the reasonable control of and
without the fault of such Party. 



Notwithstanding the above, ***
expects Supplier to and Supplier hereby commits to continue production, recover lost time
and support all delivery schedules established under this Agreement or any Purchase Order. 



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	9.2  	Supplier
Representations  






Supplier represents that it is fully
competent and maintains adequate resources to perform all the work required for providing
the Products in accordance with the terms of this Agreement. *** and Customers are
entitled to rely upon Supplier as an expert. Supplier hereby further represents that all
requirements of the Airworthiness Authorities, in regard to the Products have been or
shall timely be complied with by Supplier. Such representations in this Section shall
survive *** (***) *** following the termination of this Agreement. 



	9.3  	Proprietary
Information  






The Parties hereto agree to keep
confidential and not to disclose to any third party any Proprietary Information received
from the other Party in connection with the Program. Each Party further agrees to use
Proprietary Information only for the proper purposes necessary for the performance of this
Agreement or any Purchase Order, excluding, however: 



	 	(a) 	information
which at the time of disclosure by the disclosing Party is available                to
the public, or which after such disclosure becomes available to the public by
               publication by the disclosing Party; 






	 	(b) 	information
which is demonstrated to have been in the possession of the                receiving
Party prior to the time of disclosure by the disclosing Party; 






	 	(c) 	information
received by the receiving Party from a third party, unless such
               information is obtained in violation of non-disclosure obligations with
such                third party; 






	 	(d) 	information
which the receiving Party developed independently, without any                reference
to the Proprietary Information disclosed to it by the disclosing                Party; or 






	 	(e) 	(information
whose disclosure is mandated by law or regulation, or by an order                from a
court of law or governmental agency. 






If disclosure is required pursuant to
Section 9.3(e) the Party required to disclose the other Party’s Proprietary
Information per such provision shall provide prior notice of such impending disclosure to
the other Party and the former Party shall use reasonable efforts at its own cost and
expense to limit such disclosure and to maintain the confidentiality of such Proprietary
Information to the extent permitted by law. 



Notwithstanding the above, Supplier
hereby grants *** the right to use and disclose Supplier’s Proprietary Information
for the purpose of testing, certifying or selling the Aircraft, assisting any Customer
with respect to any Product or any Aircraft in which a Product is installed, provided
however that any such disclosure by *** shall, whenever appropriate, include a restrictive
legend suitable to the particular circumstances. *** hereby authorizes Supplier to
disclose Proprietary Information to Subcontractors as required for the performance of this
Agreement or any Purchase Order, provided that each Subcontractor first assumes in writing
the same obligations imposed on Supplier under this Agreement relating to such Proprietary
Information. 



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All written documents and all other
tangible media excluding the Products themselves, containing or conveying Proprietary
Information and transferred in connection with this Agreement or any Purchase Order,
together with any copies thereof, are and shall at all times remain the property of the
disclosing Party and further, except to the extent that said documents or other media is
needed by *** 



Neither the existence of this
Agreement nor the disclosure of Proprietary Information or any other information hereunder
shall be construed as granting expressly and/or by implication, estoppels or otherwise,
any license under any invention or patent now or hereafter owned or controlled by the
disclosing Party, except as specifically set forth herein. 



The obligations of each Party with
respect to Proprietary Information disclosed hereunder prior to the performance in full,
termination or cancellation of this Agreement shall not, except as expressly set forth
herein, be affected by such performance in full, termination or cancellation. 



	9.4  	***’s
Right in Supplier’s Patents, Copyrights and Trade Secrets  






		a)       
Supplier
hereby grants *** an irrevocable, non-exclusive, free, paid-up license           to
practice and/or use, and license others to practice and/or use on ***’s
          behalf, all Supplier’s patents, copyrights, trade secrets (including,
          without limitation, designs, processes, drawings, technical data and tooling),
          and tooling related to the development, production, maintenance or repair of
the           Products.  






	  	b)       
***
hereafter retains all, but hereby covenants not to exercise, its rights to
          practice and/or use the license described above except in connection with the
          making, using and selling of Products or products of the same kind, and then
          only if one of the following events shall have occurred:  






	  	1)       
Any
Event of Default;  






	  	2)       
Training,
according to the terms of the Product Support Agreement; or  






	  	3)       
It
becomes necessary, in order for Supplier to comply with the terms of this
                    Agreement, for *** to provide support to Supplier (in the form of
design,                     manufacturing or on-site personnel assistance) substantially
in excess of that                     which *** normally provides to its Suppliers.  






*** production requirements for
Products and products of the same kind; or (ii) if at any time Supplier becomes unable to
produce sufficient quantities of Products to meet the delivery requirements of Purchase
Orders placed by ***. 



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	9.5  	Intellectual
Property  






The Parties agree that the
intellectual property on the engineering designs of the Piece Parts of Products, software
and service solutions customized or developed exclusively for the Program shall belong to
Supplier, provided that Supplier shall only use said intellectual property for the
purposes of the Program. Supplier hereby grants *** an irrevocable, non-exclusive, free,
paid-up license to practice and/or use, and license others to practice and/or use on
***’s behalf, all said Supplier’s intellectual property. 



The Parties also agree that the
intellectual property on the engineering designs of the Piece Parts of Products, software
and service solutions developed within the scope of the Program and ***, shall belong
solely to ***. 



The Parties agree that the
intellectual property on the engineering designs of the Piece Parts of Products, software
and service solutions developed exclusively for the Program shall belong to ***, ***. The
description of the Piece Parts subject to such ownership shall be agreed between the
Parties by the definition of the Products’ Technical Specification. 



	 	           9.5.1 	Intellectual
Property Infringement Indemnification






Supplier hereby indemnifies, and
shall defend and hold harmless *** and all of ***’s subsidiaries and all officers,
agents and employees of *** and any Customer from and against all claims, suits, actions,
awards, judgments, settlements (including, but not limited to, awards based on intentional
infringement of patents or copyrights known to Supplier), liabilities, damages, costs and
attorney’s fees related to the actual or alleged infringement of any intellectual
property rights as defined by ***, United States or other nation’s intellectual
property laws arising out of the manufacture, sale or use of Products, technical
publications or services by either Supplier, *** or any Customer. 



*** and/or any Customer shall duly
notify Supplier of any such claim, suit or action, and Supplier agrees to, at its own
expense, fully defend such claim, suit or action on behalf of *** and all of ***’s
subsidiaries and all officers, agents and employees of *** and/or any Customer, provided,
however, that Supplier shall keep *** well-informed with respect to any and all actions to
be taken by Supplier; *** shall have the right to interfere in such actions whenever ***
believes that such action may prejudice itself; and Supplier shall not settle, compromise
or discharge, or admit any liability with respect to, any such claim without the prior
written consent of ***. 



Notwithstanding the foregoing,
Supplier shall have no obligation under this Agreement with regard to any infringement
arising from: (i) Supplier’s compliance with formal specifications issued by ***
where infringement could not be avoided in complying with such specifications or (ii) use
or sale of Products in combination with other items when such infringement would not have
occurred from the use or sale of those Products solely for the purpose for which they were
designed and sold by Supplier. 



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	9.6  	Insurance  






Supplier hereby represents that:
Supplier has and agrees to maintain comprehensive Products liability and Grounding
coverage through a rated insurance company for the amount of *** per occurrence; and (ii)
Supplier will cause Supplier’s main supplier in terms of Product part numbers
described in the Exhibit I of this Agreement (***) will maintain comprehensive Products
liability and Grounding coverage through a rated insurance company for the amount of ***
per occurrence, both throughout the term of this Agreement. Supplier shall also maintain
*** Insurance, covering incidents, risks and other situations, as it might be required by
law or agreed upon between the Parties. 



The insurance policies shall in all
cases be in form and amounts above mentioned, and issued by insurance companies of
reasonably known capacity reasonably known capacity, satisfactory to ***, which will not
unreasonably refuse its approval. In the event ***’s insurance company requires an
increase in such amounts, Supplier and *** will mutually agree on the amount in good
faith. 



*** may request, at any time during
this Agreement, copies of the above mentioned policies and/or material evidence that the
insurance coverage’s are in full force end effect. 



	9.7  	Indemnification  






Supplier hereby agrees to indemnify
and hold harmless *** and ***’s officers, directors, employees and agents
(collectively “*** Indemnitee”) from and against all liabilities, damages,
losses and judgments, including costs and expenses incident thereto, which may be suffered
by, accrued against, be charged to, or be recoverable from ***, its officers and/or
employees, by reason of injury to or death of any person or persons, or by reason of loss
of or damage to property, including any Aircraft, arising out of, or in any way connected
with the Products and/or their use. 



TO THE FULLEST EXTENT PERMITTED UNDER
APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL *** INDEMNITEE BE LIABLE FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL, MULTIPLE OR PUNITIVE DAMAGES, LOST PROFITS, OR
OPPORTUNITY COSTS SUFFERED BY SUPPLIER DIRECTLY OR INDIRECTLY IN CONNECTION WITH THIS
AGREEMENT OR FOR ANY LIABILITY TO THIRD PARTIES INCURRED BY SUPPLIER, WHETHER SUCH CLAIM
IS BASED UPON BREACH OF CONTRACT, WARRANTY, OR NEGLIGENCE, AND WHETHER GROUNDED IN TORT,
CONTRACT, CIVIL LAW, OR ANY OTHER THEORY OF LIABILITY, INCLUDING STRICT LIABILITY, AND
UNDER NO CIRCUMSTANCES SHALL SUPPLIER BE ENTITLED TO ASSERT A CLAIM AGAINST *** INDEMNITEE
FOR INDEMNIFICATION OR DAMAGES BASED THEREON. 



	9.8  	Publicity  






No information relating to the
subject matter of this Agreement including, without limitation, news releases,
photographs, films, advertisements, public announcements and denials or confirmations of
such public announcements, shall be disclosed or otherwise made available by Supplier to
any third party without ***’s prior written consent. Supplier agrees to reasonably
assist in advertising campaigns and promotion for the Aircraft as directed by ***. Without
prejudice to the terms of this section 9.8, *** agrees that Supplier can announce the
execution of this Agreement. 



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CONFIDENTIAL 



CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC. 



	9.9  	Customer
Contact  






*** is the only responsible for all
contact with Customers regarding the Program and the Aircraft, as well as any other ***
model aircraft programs. Supplier shall not make any contact with actual or potential
Customers on the subject of the Program or without ***’s prior written consent; and
Supplier shall respond to any inquiry from actual or potential Customers regarding the
Program and the Aircraft by requesting that the inquiry be directed to ***. Supplier
shall, concurrently with such response, advise *** of such inquiry. 



	9.10  	Taxes
and Duties  






Each Party will be responsible for
all taxes, fees, levies, imposts, penalties, excises, surcharges and import and export
charges and other duties imposed by any governmental authority or subdivision thereof
which may be assessed against or incurred by such Party as a result of its performance
under this Agreement; provided, however, that Supplier agrees to pay and be responsible
for, and to hold *** harmless, on an after-tax basis, from: 



     (i)    
          All taxes, fees and duties associated with the manufacture of Products and
          passage of title and delivery of said Products to ***, except that Supplier
          shall not be responsible for any customs duties, tariffs or sales or use taxes
          assessed in *** in regard to any Product for which *** has accepted title other
          than those duties which may be assessed pursuant to the item (ii) below; and 



     (ii)    
          All taxes, fees and duties on any property furnished by *** to Supplier
          including but not limited to data, information, materials, parts or tools, and
          Supplier agrees to, when required by the property owner in a timely manner,
          declare, file, register and/or pay all such taxes on behalf of *** and keep ***
          informed of all such activities and provide supporting documentation as
          requested. 



     (iii)    
          In any case in which a penalty, tax, fee, duty, impost, levy, excise, surcharge
          or import / export charge is charged or claimed against *** by the *** customs
          or other competent authorities due to the non-compliance by Supplier with
          ***’s Shipping Policy, Supplier shall reimburse *** the corresponding
          values so charged or claimed against ***. 



	 	9.10.1 	Labor
Taxes 






Each Party shall be responsible for
all tax reports and tax payments and for the payment of social welfare contributions and
compliance with all social welfare or other applicable regulations required to be made or
discharged by employers under the laws of the other Party’s central or local
government, where applicable, with respect to its employees stationed at the other
Party’s locations. 



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CONFIDENTIAL 



CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC. 



	9.11  	Survival  






Without limiting any other survival
provision contained herein and notwithstanding any other provision of this Agreement to
the contrary, the representations, covenants, agreements and obligations of the Parties
set forth in this Agreement, shall survive any cancellation, termination, expiration
and/or any assignment of this Agreement, or of any payment and performance of any or all
of the other obligations of the Parties hereunder, including those obligations contained
in the following provisions: (i) Applicable Law, (ii) Assignment, (iii) Compliance with
Laws, (iv) Dispute Resolution, (v) Export Control Compliance, (vi) Independent
Contractor’s, (vii) Indemnification, (viii) Intellectual Property, (ix) Intellectual
Property Infringement Indemnification, (x) Insurance, (xi) Nonwaiver, (xii) Proprietary
Information, (xiii) Remedies, (xiv) Remedies Not Exclusive, (xv) Severability, (xvi)
Supplier Representations, (xvii) Restrictions, (xiii) Surplus Products, (xix) Survival of
Warranties, (xx) Survival and (xxi) Obsolescence. 



	9.12  	Amendment  






This Agreement may only be altered,
amended or supplemented by a written instrument executed by the Parties, except where
otherwise provided herein. 



	9.13  	Assignment  






Neither Party shall assign any of its
rights hereunder, including, without limitation, rights to monies due or to become due
hereunder, or delegate any of its duties hereunder without the prior written consent of
the other. 



	9.14  	Compliance
With Laws  






Each Party shall be responsible for
complying with all laws, including, but not limited to, any statute, rule, regulation,
judgment, decree, order or permit applicable to its performance under this Agreement and
agrees to indemnify and to hold harmless the other Party from any failure by the former to
comply with any provisions of such laws. Each Party further agrees (i) to notify the other
of any obligation under this Agreement which is or may become prohibited under applicable
law, at the earliest opportunity but in all events, where applicable, sufficiently in
advance of the former’s performance of such obligation so as to enable the other to
identify alternative methods of performance that will comply with applicable law, (ii) to
notify the other at the earliest possible opportunity if the former’s performance of
any aspect of its obligations under the Agreement will subject the other to liability
under applicable laws, and (iii) to notify the other at the earliest possible opportunity
of any aspect of the former’s performance which becomes or which the former
reasonably believes will become subject to additional regulation after the date of
execution of this Agreement. 



	9.15  	Headings  






Headings used in this Agreement are
for convenience of reference only and shall not affect the interpretation of this
Agreement. 



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CONFIDENTIAL 



CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC. 



	9.16  	Severability  






If any provision in this Agreement is
or becomes void or unenforceable by force or operation of law, the other provisions shall
remain valid and enforceable. 



	9.17  	Export
Control  






	  	9.17.1       
Supplier
represents and warrants that it will comply with all applicable laws related to the
export, re-export and transfer of the Product and its associated software and technology
under this Agreement. Without limiting the generality of the foregoing, Supplier further
represents and warrants that:  






    a)        it
shall ensure that any Product and its associated software and technology that
          is subject to the jurisdiction of the United States Export Administration
          Regulations (“EAR”), the International Traffic In Arms Regulations
          (“ITAR”), or other applicable export control or economic sanctions
          laws, is not (i) exported, transferred or released from the United States or by
          United States persons or (ii) exported, re-exported, transferred or released
          from countries other than the United States, without first complying with all
          requirements of the EAR, ITAR, or other applicable export control or economic
          sanctions laws including the requirement for obtaining an export license, if
          applicable;  



    b)        it
will timely inform *** in writing and in good faith of the existence and           nature
of any restriction that the government of Supplier’s country and/or           the
government of the United States imposes or may impose on the export,           re-export,
transfer or release of the Product and its associated software and           technology.  



	  	9.17.2       
Upon
execution of this Agreement, and at anytime upon ***’s request, Supplier shall
deliver the Product export control classification sheet attached hereto as Exhibit D,
completed and signed by a duly authorized officer of Supplier. Supplier shall also submit
the Product export control classification sheet to *** immediately following any changes
to the information previously provided.  






	  	9.17.3       
If
an export license is required for the export, re-export, transfer, or release of any
Product and associated software and technology supplied under this Agreement, Supplier
shall timely obtain such license and shall provide *** with copies of the license,
license application, and related export control documentation (transmittal letter, etc).
Denial of a license will only be construed as excusable delay under this Agreement if the
license is denied for reasons not attributable to Supplier and after Supplier has
demonstrated to ***’s satisfaction that (a) Supplier filed with the proper
governmental authorities the license application and documents in support of the license
application pursuant to the applicable laws and regulations, including a comprehensive
and complete letter to the relevant governmental agency explaining the details of the
export, re-export, transfer, or release and (b) Supplier used its best efforts to obtain
approval of the license application. *** may, in its sole discretion, request a legal
opinion from Supplier’s counsel, acceptable to *** and at Supplier’s expense,
confirming that Supplier has complied with the above. Denials of licenses in all other
circumstances will not be construed as excusable delay.  






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CONFIDENTIAL 



CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC. 



	  	9.17.4       
Supplier
shall immediately notify *** if Supplier is, or becomes, listed on any U.S. or other
government list of restricted or prohibited persons, or if Supplier’s export
privileges are otherwise denied, suspended or revoked in whole or in part by any
government entity or agency. 






	9.18  	Nonwaiver  






No failure on the part of either
Party in exercising any right or remedy hereunder, or as provided by law or in equity,
shall impair, prejudice or constitute a waiver of any such right or remedy, or shall be
construed as a waiver of any event of default or as acquiescence therein. No single or
partial exercise of any such right or remedy shall preclude any other or further exercise
thereof or the exercise of any other right or remedy. No acceptance of partial payment or
performance of any of Supplier’s or ***’s obligations hereunder shall constitute
a waiver of any event of default or a waiver or release of payment or performance in full
by Supplier or *** of any such obligation. 



	9.19  	Applicable
Law  






This Agreement shall be subject to
and governed by the laws of the United States and the State of New York, excluding their
choice-of-law principles (other than section 5-1401 and 5-1402 of the New York General
Obligations Law). The United Nations Convention on Contracts for the International Sale of
Goods, 1980, and any successor thereto, will not apply. Any suit must be brought to the
arbitration panel mentioned in Section 8.20, and the Parties irrevocably consent to
personal and exclusive jurisdiction and forum of, and agree to be bound by any arbitration
award rendered by these arbitrators. 



	9.20  	Dispute
Resolution  






*** and Supplier hereby agree to
attempt to resolve through negotiation any and all disputes between *** and Supplier,
arising out of or in connection with this Agreement or its performance, including, but not
limited to, any questions regarding the existence, validity or termination hereof. At any
time, however, if a Party decides not to pursue negotiations any longer, said dispute
shall be finally settled by binding arbitration. If arbitration is so initiated, it will
be conducted in the English language, will take place in New York, USA and will be
conducted in accordance with the Rules of Arbitration of the International Chamber of
Commerce of Paris, as they may be modified by this Section (the “Rules”), by
three arbitrators appointed in accordance with said Rules. Arbitrators must have
experience in deciding complex commercial cases, and should preferably have aircraft
industry background. 



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CONFIDENTIAL 



CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC. 



	9.21  	Remedies
not Exclusive  






The rights and remedies set forth in
this Agreement are not exclusive, except in case the remedy is indicated herein as
exclusive, and nothing contained in this Agreement shall be deemed to diminish or
eliminate any right or remedy which *** may have at law or in equity. 



	9.22  	Independent
Contractors  






The relationship between *** and
Supplier shall be that of independent contractors and not of an agent for or partner of
the other for any purpose whatsoever. Neither Party shall represent itself as the agent or
legal partner of the other Party or do any act or thing which might result in other
persons believing that it has authority to contract or in any other way to enter in
commitments on behalf of the other. 



	9.23  	Changes
to Supplier Ownership or Affiliation  






If at any time Supplier becomes owned
or controlled by or merges with any person or entity which competes with *** aircraft or
enters into a substantial risk sharing arrangement which risk sharing arrangement is
involved in a undertaking which competes with *** aircraft, Supplier shall notify *** in
advance, and *** may terminate this Agreement by providing written notice to Supplier.
Further, in the event that transfer of de facto control, or of a material part, of
Supplier’s business to a third party is contemplated, Supplier shall give timely
notice to ***, but no less than within *** (***) *** prior to any such transfer or, in the
event Supplier does not have knowledge of such transfer prior to its occurrence, Supplier
agrees to give notice to *** within *** (***) *** after said occurrence. Upon such
notification, *** may, at its sole discretion, renegotiate with Supplier mutually
acceptable terms to continue this Agreement or terminate this Agreement without any
liability to ***, other than the payment by each party of the amounts specified in Section
8.2 of this Agreement. 



	9.24  	Notices,
Requests and Language  






All notices and requests in connection
with this Agreement shall be given in English and in writing and may be given by airmail,
facsimile or any other customary means of communication to the contract administrators of
the Program that each Party shall indicate to the other at the appropriate time. 



The effective date of any notice or
request given in connection with this Agreement shall be two (2) days after the receipt by
the addressee. 



The language of this Agreement and
all other documents in any way relating to this Agreement is the English language. In the
event this Agreement or any other document in any way relating to this Agreement is
translated into another language or is issued in more than one language, the version which
shall prevail for all purposes whatsoever is the version written in the English language. 



Page 30 of  31







CONFIDENTIAL 



CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND
THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC. 



	9.25  	Term
of Agreement  






Unless earlier terminated in
accordance with the provisions of this Agreement, or renewed by written agreement of the
Parties prior to the expiration this Agreement shall be valid and effective between the
Parties until December 31st, 2012, and at ***’s discretion may be renewed for
additional periods of *** (***) ***. *** shall formalize to Supplier, at least *** ***
prior to the end of the Agreement, intention to extend such Agreement for an additional
*** *** period. 



	9.26  	Entire
Agreement  






This Agreement, including all
attachments hereto, constitutes the final, complete and exclusive agreement between the
Parties relating to the subject matter hereof and cancels and supersedes all previous
agreements between the Parties relating thereto, whether written or oral. Furthermore, the
terms and conditions contained in this Agreement do not create or represent a precedent
for the interpretation of any other agreements that have been or will be executed between
the Parties not relation to the subject matter hereof. 



IN WITNESS WHEREOF, the Parties have
caused this Agreement to be duly executed and delivered by their proper and duly
authorized officers, and to be effective as of the day and year first above written. 



			
	*** 	 	Summit Aviation Supply  
	 		
	 		
	***

——————————————

Name:   ***
Title:    ***		/s/ Andrew Levi

——————————————

Name:  Andrew Levi
Title:   President
	 		
	 		
	***

——————————————

Name: ***
Title:   ***		/s/  Paul Cooperman
——————————————

Name:  Paul Cooperman
Title:  Manager
	 		
	WITNESSES		
	 		
	***

——————————————

Name: ***
ID:  ***		

——————————————

Name:
ID:






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