Exhibit



Exhibit 10.10









BRIDGE SUPPLY AND TECHNOLOGY DEVELOPMENT AGREEMENT 
 
dated as of July 31, 2019 
 
by and between 
 
GENERAL ELECTRIC COMPANY, acting through its GE Aviation business unit 
 
and 
 
BAKER HUGHES, A GE COMPANY, LLC












    








TABLE OF CONTENTS
Page
	
					
	ARTICLE 1 DEFINITIONS
	2
	


	 
	Section 1.01.
	Certain Defined Terms
	2
	


	 
	 
	 
	 

	ARTICLE 2 EFFECTIVENESS; PURPOSE AND SCOPE
	14
	


	 
	Section 2.01.
	[Intentionally Omitted]
	14
	


	 
	Section 2.02.
	Purpose
	14
	


	 
	Section 2.03
	Supply Program
	14
	


	 
	Section 2.04.
	Development Program
	14
	


	 
	 
	 
	 

	ARTICLE 3 PROGRAM MANAGEMENT; AERO-DERIVATIVE PRODUCT

	COMPETITIVENESS COMMITTEE
	15
	


	 
	Section 3.01.
	Program Management and Operations
	15
	


	 
	Section 3.02.
	Committees
	16
	


	 
	Section 3.03.
	Agreement Implementation
	20
	


	 
	 
	 
	 

	ARTICLE 4 TERM AND TERMINATION
	21
	


	 
	Section 4.01.
	Term
	21
	


	 
	Section 4.02.
	Termination Events
	21
	


	 
	Section 4.03.
	LM Product Line Termination Upon Production Cessation
	23
	


	 
	Section 4.04.
	Effects of Expiration or Termination
	24
	


	 
	Section 4.05.
	Survival 
	24
	


	 
	 
	 
	 

	ARTICLE 5 EXCLUSIVITY
	25
	


	 
	Section 5.01.
	BHGE Exclusive Purchasing Commitment
	25
	


	 
	Section 5.02.
	GE Aviation Exclusive Supplying Commitment 
	25
	


	 
	Section 5.03.
	Rights Regarding New Engines 
	25
	


	 
	Section 5.04.
	Termination of BHGE Exclusive Purchasing Commitment
	26
	


	 
	Section 5.05.
	Termination of GE Aviation Exclusive Supply Commitment 
	26
	


	 
	Section 5.06.
	Change of Control of BHGE
	27
	


	 
	 
	 
	 

	ARTICLE 6 DEVELOPMENT PROGRAMS AND INTELLECTUAL PROPERTY
	27
	


	 
	Section 6.01.
	Development Programs 
	27
	


	 
	Section 6.02.
	Background IP  
	28
	


	 
	Section 6.03.
	Foreground IP     
	29
	


	 
	Section 6.04.
	Technology Deliverables     
	33
	


	 
	Section 6.05.
	[Intentionally Omitted]   
	34
	


	 
	Section 6.06.
	Third Party Licenses      
	35
	


	 
	Section 6.07.
	Section 365(n) of the Bankruptcy Code   
	35
	


	 
	Section 6.08.
	Customers      
	35
	







i







	
					
	 
	Section 6.09.
	Reservation of Rights       
	35
	


	 
	Section 6.10.
	Further Assurances   
	35
	


	 
	Section 6.11.
	Access   
	35
	


	 
	Section 6.12.
	Further Assistance          
	35
	


	 
	Section 6.13.
	Prosecution and Maintenance     
	36
	


	 
	Section 6.14.
	Third Party Infringements, Misappropriations and Violations
	36
	


	 
	Section 6.15.
	Abandonment of Foreground IP             
	36
	


	 
	Section 6.16
	Cooperation Regarding Restrictions and Limitations Applicable to

	 
	 
	Licensed Intellectual Property
	37
	


	 
	Section 6.17.
	Embedded Software License   
	38
	


	 
	Section 6.18.
	IP Indemnification            
	38
	


	 
	Section 6.19.
	Use of Trademarks   
	39
	


	 
	 
	 
	 

	ARTICLE 7 PROVISION OF LM PRODUCTS, SPARE PARTS AND SERVICE
	39
	


	 
	Section 7.01.
	Purchase Orders 
	39
	


	 
	Section 7.02.
	Terms and Conditions of Purchase 
	42
	


	 
	Section 7.03.
	Pricing – LM Products, Spare Parts and Aftermarket Services 
	45
	


	 
	Section 7.04.
	Pricing – Engineering Services      
	47
	


	 
	Section 7.05.
	Lump Sum Payment 
	48
	


	 
	Section 7.06.
	Other Pricing and Costs
	48
	


	 
	Section 7.07.
	Payment Terms; Taxes; and Audit 
	49
	


	 
	Section 7.08.
	Revenue Share Participant Management  
	50
	


	 
	Section 7.09.
	Introduction and Substantiation of New Repairs and Spare Parts
	51
	


	 
	Section 7.10.
	Execution of Repairs  
	54
	


	 
	Section 7.11.
	Separation of LM Product Lines
	56
	


	 
	 
	 
	 

	ARTICLE 8 ALLOCATION OF LIABILITY
	56
	


	 
	Section 8.01.
	Limitation of Liability
	56
	


	 
	Section 8.02.
	Disclaimer of Representations and Warranties
	58
	


	 
	Section 8.03.
	Warranties  
	58
	


	 
	Section 8.04.
	Insurance 
	62
	


	 
	 
	 
	 

	ARTICLE 9 GENERAL PROVISIONS
	63
	


	 
	Section 9.01.
	Representations and Warranties
	63
	


	 
	Section 9.02.
	Notices
	63
	


	 
	Section 9.03.
	Entire Agreement, Waiver and Modification
	64
	


	 
	Section 9.04.
	No Third-Party Beneficiaries  
	64
	


	 
	Section 9.05.
	Compliance with Laws and Regulations
	64
	


	 
	Section 9.06.
	Governing Law
	65
	


	 
	Section 9.07.
	Dispute Resolution 
	65
	


	 
	Section 9.08.
	Confidentiality
	67
	


	 
	Section 9.09.
	Counterparts; Electronic Transmission of Signatures
	68
	


	 
	Section 9.10.
	Assignment
	69
	







ii







	
					
	 
	Section 9.11.
	Rules of Construction
	69
	


	 
	Section 9.12.
	Non-Recourse 
	69
	


	 
	Section 9.13.
	Subcontractor Flow Downs for United States Government

	 
	 
	Commercial Items Contracts
	70
	


	 
	Section 9.14.
	Independent Contractors 
	70
	


	 
	Section 9.15.
	Force Majeure  
	70
	


	 
	Section 9.16.
	Press Release and Public Statements       
	70
	





SCHEDULES
SCHEDULE 1    [Intentionally Omitted]
SCHEDULE 2    Margin Percentages
SCHEDULE 3    GE Aviation Supplemental Terms
SCHEDULE 4     End User Confidentiality Acknowledgment
SCHEDULE 5    Lump Sum Payment
SCHEDULE 6    Technology Development Program Plan
SCHEDULE 7    Engineering Services
SCHEDULE 8    GEA Competitor List
SCHEDULE 9    Prohibited Supplier List
SCHEDULE 10    [Intentionally Omitted]
SCHEDULE 11    [Intentionally Omitted]
SCHEDULE 12    [Intentionally Omitted]
SCHEDULE 13    Scheduled Technology Deliverables
SCHEDULE 14    Historical Cost Elements
SCHEDULE 15    Additional Provisions




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BRIDGE SUPPLY AND TECHNOLOGY DEVELOPMENT AGREEMENT
This Bridge Supply and Technology Development Agreement (as amended, modified or supplemented from time to time in accordance with its terms, the “Agreement”), entered into as of July 31, 2019, is made by and between General Electric Company, a New York corporation (“GE”), acting through its GE Aviation business unit and legal entities to the extent operating on its behalf (“GE Aviation”; for the avoidance of doubt, GE Aviation shall not include GE Power (as defined below) unless GE Power is acting on behalf of GE Aviation), and Baker Hughes, a GE company, LLC, a Delaware limited liability company (“BHGE”).  GE Aviation and BHGE may be referred to individually herein as a “Party” and, collectively as the “Parties”. 


RECITALS
WHEREAS, pursuant to that certain Master Agreement, dated as of November 13, 2018, among GE, BHGE and Baker Hughes, a GE company, a Delaware corporation (as amended, modified or supplemented from time to time in accordance with its terms, the “Master Agreement”), GE and BHGE desire to restructure their existing relationships to accommodate GE’s intention to exit its ownership interest in BHGE over time (the “Restructuring”);
WHEREAS, pursuant to the terms of the Master Agreement, and in connection with, and in furtherance of the Restructuring, GE, on behalf of its power business unit (“GE Power”) and BHGE agreed to form an aeroderivative joint venture (“ADGTJV”) pursuant to that certain Transaction Agreement, dated as of February 28, 2019, among BHGE, GE Power and Aero Products and Services JV, LLC (f/k/a GE Aero Power LLC) (as amended, modified or supplemented from time to time in accordance with its terms, the “Transaction Agreement”); 
WHEREAS, in connection with, and in furtherance of, the Restructuring, GE and BHGE entered into that certain Umbrella Agreement, by and between GE and BHGE, dated as of November 13, 2018 (as amended, modified or supplemented from time to time in accordance with its terms, the “Umbrella Agreement”), which will have the effect of clarifying the scope of the licenses and other rights granted to BHGE for GE Aviation’s Intellectual Property and Engineering Licensed Tools (as defined in the STDA) as between (i) that certain Amended and Restated Cross License Agreement, by and between GE and BHGE, dated November 13, 2018 (as amended, modified or supplemented from time to time in accordance with its terms, the “A&R Cross License Agreement”), and (ii) that certain Supply and Technology Development Agreement, by and among GE Aviation, BHGE and GE Power, dated as of November 13, 2018 (as may be amended, modified or supplemented from time to time in accordance with its terms, the “STDA”);
WHEREAS, pursuant to Section 9.17 of the STDA, if the JV Effective Date has not occurred as of the Trigger Date (as each such date is hereinafter defined), GE Aviation and BHGE are required to enter into a separate supply and technology development agreement on the same terms and conditions as those set forth in the STDA (except, among other things, for such changes as are necessary so that such agreement does not reference GE Power or ADGTJV); 




    







WHEREAS, the Parties anticipate that the JV Effective Date will not have occurred as of the Trigger Date, and are entering into this Agreement as required under such Section 9.17 of the STDA; 
WHEREAS, in connection with the STDA and this Agreement, the Parties and GE Power are simultaneously herewith entering into a side agreement superseding certain terms of the STDA and providing for additional terms in connection with the subject matter of the STDA and this Agreement (the “Side Agreement”);
WHEREAS, BHGE desires to purchase from GE Aviation certain aero-derivative gas turbine products, equipment or component parts (including licenses to software embedded therein), and obtain certain related Aftermarket Services and Engineering Services (each as hereinafter defined), and the Parties desire to engage in certain research and development programs regarding certain GE Aviation aero-derivative gas turbine products, equipment or component parts; and
WHEREAS, the Parties desire that this Agreement, the STDA, the GE Aviation Supplemental Terms, the Umbrella Agreement, the Side Agreement, and any POs (as hereinafter defined) issued, acknowledged and agreed to by GE Aviation pursuant to this Agreement (including any PO Modification Agreement), establish the exclusive terms and conditions with respect to the foregoing.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE 1 
 
DEFINITIONS
Section 1.01.    Certain Defined Terms.  The following capitalized terms used in this Agreement shall have the meanings set forth below:
“ADGTJV” shall have the meaning set forth in the Recitals.
“Administrative Employee Cost Estimate” shall have the meaning set forth in Section 3.03(c) of Schedule 15.
“Advanced Components” shall have the meaning set forth in Section 1.01 of Schedule 15. 
“Advanced Processes” shall have the meaning set forth in Section 1.01 of Schedule 15.
“Advanced Repairs” shall mean repairs on Advanced Components, and shall include Existing Advanced Repairs and New Advanced Repairs.


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“Advanced Spare Parts” shall mean Spare Parts for Advanced Components.
“AE Employees” shall have the meaning set forth in Section 3.03(c) of Schedule 15.
“Affected Module” shall have the meaning set forth in ‎Section 7.09(a)(iii)(A)(1).
“Affiliate” shall mean, as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person; however, for purposes of this Agreement, (i) BHGE and its Subsidiaries shall not be considered Affiliates of GE Aviation and its Affiliates (other than BHGE and its Subsidiaries), and (ii) GE Aviation and its Affiliates (other than BHGE and its Subsidiaries) shall not be considered Affiliates of BHGE and its Subsidiaries.  As used in this definition, “control” or “controlling” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
“Aftermarket Services” shall mean the provision of Spare Parts, maintenance, and Repair Services for LM Products.
“Aftermarket Services Price” shall have the meaning set forth in ‎‎Section 7.03(b).
“Agreement” shall have the meaning set forth in the Preamble.
“Alliance Managers” shall have the meaning set forth in ‎Section 3.01(a).
“APCC” shall have the meaning set forth in ‎Section 3.02(a).
“APCC Chairperson” shall have the meaning set forth in ‎Section 3.02(b)(ii).
“Applicable Price” shall mean, individually or collectively, the Aftermarket Services Price, the Engineering Services Price and the Supply Product Price.
“A&R Cross License Agreement” shall have the meaning set forth in the Recitals.
“Bankruptcy Code” shall have the meaning set forth in ‎Section 6.07.
“BHGE” shall have the meaning set forth in the Preamble.
“BHGE Background IP” shall mean all Intellectual Property Controlled by BHGE that is relevant to the anticipated scope of ADGTJV (as contemplated as of the Trigger Date by Section 2.05(a) of Schedule K of the Transaction Agreement) and is created or acquired by or on behalf of BHGE independently and outside any development work funded by BHGE under this Agreement.
“BHGE Field of Use” shall mean customers operating in the oil and gas industry for which the application is one or more of the following oil and gas activities for mechanical drive and/or, to the extent provided in the sentence below, power generation:  (i) drilling, evaluation, 


3







completion and/or production; (ii) liquefied natural gas; (iii) compression and boosting liquids in upstream, midstream and downstream; (iv) pipeline inspection and pipeline integrity management; (v) processing in refineries and petrochemical plants (including fertilizer plants). The Parties acknowledge that the BHGE Field of Use includes the opportunity to sell aero-derivative gas turbine engines and parts and components and provide services to customers otherwise within the BHGE Field of Use (pursuant to one of the clauses of the immediately preceding sentence) where fifty percent (50%) or less of the power generated by such aero-derivative gas turbine engines (or the aero-derivative gas turbine engines to which such parts and components of such engines correspond) will be dispatched to the grid, but not where more than fifty percent (50%) of such power generated will be dispatched to the grid.
“BHGE Foreground IP” shall have the meaning set forth in Section 6.03(a)(ii)(C).
“BHGE Indemnitees” shall mean BHGE and its directors, officers, employees and agents.
“BHGE’s Instructions” shall have the meaning set forth in ‎Section 6.18(c).
“BHGE Option Patents” shall have the meaning set forth in ‎Section 6.15(b).
“BHGE PCBs” shall have the meaning set forth in ‎Section 3.02(c).
“BHGE Technical Documents” shall have the meaning set forth in Section 6.04(d).
“Breaching Party” shall have the meaning set forth in Section 4.02(d)(i).
“Business Day” shall mean a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by applicable Law to close.
“Change in Control” shall mean, with respect to BHGE, (i) any sale, transfer, assignment or other disposition (directly or indirectly) by BHGE, whether in a single transaction or series of related transactions, of all or substantially all of its assets (other than to an Affiliate) to a GEA Competitor, (ii) any sale, transfer, assignment or other disposition (directly or indirectly) to a GEA Competitor by BHGE, whether in a single transaction or series of related transactions, of all or substantially all of the assets of the Turbomachinery & Process Solutions (TPS) unit or any other unit that sells items (or provides services related thereto) to customers (other than, in either case, Affiliates) incorporating the LM Product Lines, excluding any business unit (A) the principal business of which is not to sell items (or provide services related thereto) incorporating the LM Product Lines or (B) that sells items (or provides services related thereto) incorporating the LM Product Lines, of which the LM Products and related services does not represent more than ten percent (10%) of the total sales from GE Aviation to BHGE (using the average of three (3) years of sales to determine such threshold) for the BHGE Field of Use, or (iii) any consolidation, merger or reorganization of BHGE with or into another entity or any other transaction (whether by way of sales of assets or equity interest or otherwise) as a result of which the holders of a GEA Competitor’s outstanding equity interests possessing the voting power (under ordinary circumstances) to elect a majority of such GEA Competitor’s board of directors (or similar governing body) immediately 


4







prior to such transaction beneficially own, directly or indirectly, (A) a majority of the equity, voting, beneficial or financial interests of the surviving entity, (B) the right to appoint or remove a majority of the board of directors or members of an equivalent management body of the surviving entity, or (C) the power to direct or cause the direction of the management and policies of the surviving entity.
“Competitor Arrangement” shall have the meaning set forth in Section 5.05(e) of Schedule 15.
“Confidential Information” shall have the meaning set forth in Section 9.08(a).
“Contract Year” shall mean each consecutive twelve (12) month period beginning on January 1st and ending on December 31st during the Term, provided that (i) the first Contract Year shall commence on the Trigger Date and end on December 31st, 2019 and (ii) the final Contract Year shall commence on the January 1st immediately preceding the expiration or termination of this Agreement and end on such expiration or termination. 
“Control” or “Controlled” shall mean, with respect to any Intellectual Property, the right to grant a license or sublicense to such Intellectual Property, as provided for herein without: (i) violating the terms of any agreement or other arrangement with any third party; (ii) requiring any consent, approvals or waivers from any third party, or any breach or default by the Party being granted any such license or sublicense being deemed a breach or default affecting the rights of the Party granting such license or sublicense; or (iii) requiring the payment of compensation that is not immaterial to any third party. 
“Cost Baseline” shall have the meaning set forth in ‎‎Section 7.03(d)(i).
“Costs” shall have the meaning set forth in ‎‎Section 8.03(a)(v)(C).
“Derivative” shall mean a modified or enhanced aero-derivative engine that is substantially based on an existing LM Product Line aero-derivative engine.  For example, and for the sake of clarity, the LM2500+G5 is a “Derivative” of the LM2500.
“Designated Agreements” shall mean the set of contracts listed on Schedule 15.
“Development Program” shall have the meaning set forth in ‎Section 2.02. 
“Disclosing Party” shall have the meaning set forth in ‎Section 9.08(a).
 “Dispute” shall have the meaning set forth in ‎Section 9.07(a).
“End of Production Date” shall have the meaning set forth in Section 4.03(a). 
“End User Confidentiality Acknowledgment” shall have the meaning set forth in ‎Section 6.04(e). 
“Engine Unit Proportion for BHGE Field of Use” shall mean the number of production engines from the LM Product Lines purchased by BHGE for the BHGE Field of Use, 


5







divided by the aggregate number of production engines from the LM Product Lines purchased by BHGE for the BHGE Field of Use plus any new non-aero-derivative engines (including a derivative of an existing BHGE engine as of the Signing Date, which requires substantial development with at least fifty million U.S. Dollars ($50,000,000) of new product introduction funding or a competing product against the LM Product Line procured from a third party) sold by BHGE for the BHGE Field of Use in a particular Power Class, based on an average calculated over a two-year period.
“Engineering Rates” shall have the meaning set forth in ‎Section 7.04(b)(i).
“Engineering Services” shall mean those engineering services set forth on Schedule 7.
“Engineering Services Cost” shall have the meaning set forth in Section 7.04(b)(i).
“Engineering Services Price” shall have the meaning set forth in ‎Section 7.04(a).
“Exclusive Field of Use” shall mean the provision of Exclusive Products/Services in the BHGE Field of Use.
“Exclusive Products/Services” shall mean collectively: 
(i)    the development (as approved by the APCC) of LM Products and Spare Parts, including upgrades and industrial-grade Spare Parts; 
(ii)    the provision of LM Products and Spare Parts;
(iii)    the development of New Advanced Repairs, except as provided in ‎Section 7.09; 
(iv)    the provision of Repair Services subject to and as provided in ‎Section 7.10; and
(v)    the provision of Repair Services by vendors for GE Aviation proprietary repairs on non-Advanced Components solely for use on OE aero-derivative engines or Spare Parts.
“Existing Advanced Repairs” shall mean the Advanced Repairs owned by or proprietary to GE Aviation, including derivations, improvements or modifications thereof.
“Existing Non-Advanced Repairs” shall mean the Non-Advanced Repairs owned by or proprietary to GE Aviation, including derivations, improvements or modifications thereof.
“Extended Cure Period” shall have the meaning set forth in ‎Section 4.02(d)(ii).
“Field Event Process” shall have the meaning set forth in ‎‎Section 8.03(a)(v)(A).
“First Party” shall have the meaning set forth in ‎Section 6.14.


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“Forecast” shall have the meaning set forth in ‎Section 7.02(d).
“Foreground IP” shall mean all Intellectual Property created by or acquired through development work funded by BHGE under this Agreement. 
“GE” shall have the meaning set forth in the Preamble.
“GE Aviation Supplied Content” shall have the meaning set forth in Section 6.04(d).
“GEA Competitor” shall mean each of the Persons set forth on Schedule 8 or any of their respective Affiliates or any entity that acquires control of these Persons or the majority of such Person’s relevant assets.
“GE Aviation” shall have the meaning set forth in the Preamble.
“GE Aviation Background IP” shall mean all Intellectual Property that (a) was Controlled by GE Aviation as of the Signing Date or (b) was or is created or acquired by or on behalf of GE Aviation after the Signing Date, including developments, modifications, derivative works or improvements to such Intellectual Property under the foregoing clause (a) created or acquired by or on behalf of GE Aviation, independently and outside any development work funded by BHGE under this Agreement.
“GE Aviation Customer Concessions” shall have the meaning set forth in ‎‎Section 8.03(a)(v)(A).
“GE Aviation Foreground IP” shall have the meaning set forth in ‎Section 6.03(a)(ii)(A).
“GE Aviation Option Patents” shall have the meaning set forth in ‎Section 6.15(a).
“GE Aviation PCBs” shall have the meaning set forth in ‎Section 3.02(c).
“GE Aviation Supplemental Terms” shall mean the supplemental terms and conditions applicable to POs issued relating to the sale of the LM Products, Spare Parts and Services attached as Schedule 3, which includes amendments, modifications and supplements as agreed upon between the Parties.
“GE Power” shall have the meaning set forth in the Recitals.
“Governmental Entity” shall mean any United States federal, state or local, or foreign, international or supranational, government, court or tribunal, or administrative, executive, governmental or regulatory or self-regulatory body, agency or authority thereof.
“ICC” shall mean the International Chamber of Commerce.
“Independently Performed Repairs” shall have the meaning set forth in ‎Section 7.10(b)(ii).


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“Initial Cure Period” shall have the meaning set forth in ‎Section 4.02(d)(ii).
“Intellectual Property” shall mean all of the following, whether protected, created or arising under the Laws of the United States or any other foreign jurisdiction, including: (i) patents, patent applications (along with all patents issuing thereon), statutory invention registrations, divisions, continuations, continuations-in-part, substitute applications of the foregoing and any extensions, reissues, restorations and reexaminations thereof, and all rights therein provided by international treaties or conventions, (ii) copyrights, moral rights, mask work rights and design rights, whether or not registered, published or unpublished, and registrations and applications for registration thereof; and all rights therein whether provided by international treaties or conventions or otherwise, (iii) confidential and proprietary information, including rights relating to know-how or trade secrets, (iv) all other applications and registrations related to any of the intellectual property rights set forth in the foregoing clauses (i) - (iii) above, and (v) intellectual property rights in Technology.  As used in this Agreement, the term “Intellectual Property” expressly excludes (x) trademarks, service marks, trade names, service names, domain names, trade dress, logos, and other identifiers of same, all goodwill associated therewith, and all common law rights, and registrations and applications for registration thereof, all rights therein provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing and (y) rights arising from or in respect of domain names, domain name registrations and reservations. 
“Joint Foreground IP” shall have the meaning set forth in ‎Section 6.03(a)(ii)(B).
“JV Effective Date” shall mean the Closing under (and as defined in) the Transaction Agreement.
“Law” shall mean any United States federal, state, local or non-United States statute, law, ordinance, regulation, rule, code, order or other requirement or rule of law, including common law.
“Lead Time” shall have the meaning set forth in ‎Section 7.02(c)(i).
“Legacy LM Product Lines” shall mean each of LM500, LM1600, LM2500, LM5000, LM6000, and LMS100 aero-derivative engine lines, along with all Derivatives of the foregoing that (a) are subject to Legacy NPIs and NTIs, or (b) do not require in the future substantial new product introduction or other Technology development between BHGE, on the one hand, and GE Aviation, on the other hand.
“Legacy NPIs and NTIs” shall mean those research and development programs initiated prior to the Signing Date in connection with any one or more Legacy LM Product Lines and/or the LM9000 Product Line in development as of the Signing Date, as specified on Schedule 10 of the STDA.
“Level 5 Repairs” shall have the meaning set forth in ‎Section 7.10(b)(i).
“Liabilities” shall mean losses, damages, liabilities, costs and expenses.


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“Licensed Aviation Field of Use” shall mean the aerospace field into which GE Aviation sells products and services, including gas turbine engines and components for aerospace applications, excluding the BHGE Field of Use.
“Licensed Trademarks” shall mean, and is limited to, (i) the word mark “GE”, (ii) the word mark “GE Aviation” and (iii) the GE monogram.
“LLP” shall mean life limited parts as listed in Chapter 5 of GE Aviation’s “Engine Shop Manual” (“ESM”) for the flight version of the aero-derivative engine model, which GE Aviation will make available to BHGE. 
“LLP Influencing Parts” shall mean parts that help establish the safe operating conditions of one or more LLP, including parts that exert mechanical loads on the LLP, exert pressure loads on the LLP, provide potential vibratory stimulus to the LLP, or influence the thermodynamic environment of the LLP, as listed in ESM for the flight version of the aero-derivative engine.
“LM9000 OE Parts” shall mean all production parts for the LM9000 Product Line, except for the parts provided by or procured by BHGE.
“LM9000 Product Line” shall mean the LM9000 aero-derivative gas turbine product line, along with all Derivatives added by the APCC pursuant to ‎Section 5.03.
“LM Product Lines” shall mean, individually or collectively, the LM500, LM1600, LM2500, LM5000, LM6000, LMS100, and LM9000 aero-derivative engine lines (including variants and configurations thereof), along with any Derivative added by the APCC pursuant to ‎Section 5.03 (but excluding any new centerline new product introduction aero-derivative engine).
“LM Products” shall mean engines, modules and/or parts of an LM Product Line.  For the avoidance of doubt, the parts included in this definition refer only to parts of the core engine, and do not include sensors, cables, piping (fixed or flexible), etc. which BHGE purchased from outside vendors as of the Signing Date.
“Margin Percentage” shall have the meaning set forth on Schedule 2.
“Marine Field of Use” shall mean the marine field into which GE Aviation sells aero-derivative products and services, including propulsion, mechanical drive, hybrid, electric drive and combined cycle configuration engines and components for gas turbine based power solutions for commercial or military ship applications, excluding any floating platform or FPSO (floating production storage offloading) vessels used for oil and gas applications or power generation applications.  For the avoidance of doubt, if the floating platform or FPSO vessel has an engine for propulsion (with such engine for propulsion of the vessel) it shall be inside the Marine Field of Use.
“Market Share Threshold Percentage” shall have the meaning set forth in ‎Section 5.05(c) of Schedule 15.
“Master Agreement” shall have the meaning set forth in the Recitals.


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“New Advanced Repairs” shall mean Advanced Repairs to be developed by either GE Aviation or BHGE under one or more Technology Development Program Plans, excluding any repairs that are based upon, derived from, an improvement of, or a modification of Existing Advanced Repairs.
“New Non-Advanced Repairs” shall mean Non-Advanced Repairs to be developed by either GE Aviation or BHGE under one or more Technology Development Program Plans, excluding any repairs that are based upon, derived from, an improvement of, or a modification of Existing Advanced Repairs.
“Non-Advanced Components” shall mean any components of LM Products and Spare Parts that are not Advanced Components.
“Non-Advanced Repairs” shall mean repairs for Non-Advanced Components and includes both Existing Non-Advanced Repairs and New Non-Advanced Repairs.
“Non-breaching Party” shall have the meaning set forth in ‎Section 4.02(d)(i).
“Notice of Material Breach” shall have the meaning set forth in ‎Section 4.02(d)(i).
“Notice of Termination” shall have the meaning set forth in ‎Section 4.02(d)(iii).
“Outside Warranty Period” shall have the meaning set forth in ‎‎Section 8.03(a)(v)(A).
“Party” shall have the meaning set forth in the Preamble.
“PCB” shall have the meaning set forth in ‎Section 3.02(a).
“Person” shall mean an individual, corporation, partnership, joint venture, association, trust, unincorporated organization, limited liability company or governmental or other entity.
“PO Modification Agreement” shall have the meaning set forth in ‎Section 7.01(b)(ii).
“PO Modifications” shall have the meaning set forth in ‎Section 7.01(b)(ii).
“POs” shall have the meaning set forth in ‎Section 7.01(a).
“Power Class” shall mean a range of power within which an aero-derivative engine is capable of providing power measured in megawatts at ISO conditions.  For purposes of this Agreement, there shall be five Power Classes defined by the following: (a) 0-19MW, (b) 20-40MW, (c) 41-60MW, (d) 61-95MW and (e) 95+ MW.


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 “Product Cost” shall mean the following costs incurred in connection with LM Products, Spare Parts, or conducting Repair, including the manufacturing, assembling, testing, and repairing thereof: 
(a)    direct labor costs (including salary and wages);
(b)    cost of materials used (including raw material, components, scrap, packaging materials, shipping and handling costs, freight-in charges, supplier charges, any applicable sales taxes and/or customs duties and brokers fees, and lot charges, including special process substantiation, vendor substantiation and manufacturing engineering support at supplier shops); 
(c)    allocation of overhead (including indirect labor costs, supplies and materials, manufacturing engineering support, plant insurance, property taxes, and other like costs) and facilities and equipment expense (including rent, utilities, repairs and maintenance costs, equipment rental and leases, and depreciation expense); 
(d)    sourcing and material procurement, storage, and other applicable activities, including quality control and quality assurance, performed directly in support of the applicable activity; 
(e)    if applicable, costs for third party contract manufacturers or service providers; 
(f)    fuel costs associated with engine tests; and 
(g)    any royalties payable to a third party attributable to the applicable activity.                                                  
“Products Warranty” shall have the meaning set forth in ‎‎Section 8.03(a).
“Products Warranty Period” shall have the meaning set forth in ‎‎Section 8.03(a).
“Products/Services Claims” shall have the meaning set forth in ‎Section 8.01(b).
“Prohibited Supplier List” shall have the meaning set forth in ‎Section 7.09(a)(iii)(B).
“Receiving Party” shall have the meaning set forth in ‎Section 9.08(a).
“Regardless of Cause or Action” shall mean (to the maximum extent permitted by applicable Law), regardless of: cause, fault, default, negligence in any form or degree, foreseeability, strict or absolute liability, breach of duty (statutory or otherwise) of any person, including in each of the foregoing cases of the indemnified person, or any defect in any premises; for all of the above, whether pre-existing or not and whether the damages, liabilities, or claims of any kind result from contract, warranty, indemnity, tort/extra-contractual or strict liability, quasi contract, Law, or otherwise.
“Repair Services” shall mean performance of Advanced Repairs and Non-Advanced Repairs.


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“Repair Royalty Fee” shall have the meaning set forth in ‎Section 7.10(c)(i).
“Repair Warranty” shall have the meaning set forth in ‎Section 8.03(b)(i).
“Repair Warranty Period” shall have the meaning set forth in ‎Section 8.03(b)(i).
“Repairs” shall mean Advanced Repairs and Non-Advanced Repairs.
“Representatives” shall mean the applicable Party’s respective directors, officers, members, employees, representatives, agents, attorneys, consultants, contractors, accountants, financial advisors and other advisors.
“Restructuring” shall have the meaning set forth in the Recitals.
“RSP Materials” shall mean products and services sourced from RSPs.
“RSPs” shall mean revenue share participants that have entered into a revenue share participant program (which is a risk and revenue-sharing program), the terms of which are set forth in joint contractual arrangements between such participants and GE, and pursuant to which such participants design, develop, manufacture, sell and/or support parts or component parts of the LM Products, Spare Parts and Services, and each of such participants, among other things, funds its share of effort on such program, assumes the corresponding risks and rewards, and receives compensation from sales of such LM Products, Spare Parts and Services based upon such participant’s share of such program.
“Serial Defect” shall have the meaning set forth in ‎‎Section 8.03(a)(v)(A).
“Services” shall mean, individually or collectively, the Aftermarket Services and the Engineering Services. 
“Side Agreement” shall have the meaning set forth in the Recitals.
“Signing Date” shall mean November 13, 2018.
“Site” shall mean the premises where LM Products and Spare Parts are used or Services are performed, not including GE Aviation’s premises from which it performs Services.
“Software” shall have the meaning set forth in ‎Section 6.17(a).
“Spare Parts” shall mean an individual part or assembly of parts, including modules, of an LM Product, typically identified by a unique part number, which can be sold individually or in the aggregate, but without being installed on such engine.
“STDA” shall have the meaning set forth in the Recitals.
“STDA Effective Date” shall have the meaning given to the term “Effective Date” in the STDA.  


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“Subsidiary” shall mean with respect to any Person, another Person, an amount of the voting securities or other voting ownership interests of which is sufficient, together with any contractual rights, to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person. 
“Supply Product Price” shall have the meaning set forth in ‎Section 7.03(a).
“Supply Program” shall have the meaning set forth in ‎Section 2.02.
“Tax” shall mean any federal, state, provincial, local, foreign or other tax, import, duty or other governmental charge or assessment or escheat payments, or deficiencies thereof, including income, alternative, minimum, accumulated earnings, personal holding company, franchise, capital stock, net worth, capital, profits, windfall profits, gross receipts, value added, sales, use, excise, custom duties, transfer, conveyance, mortgage, registration, stamp, documentary, recording, premium, severance, environmental, real and personal property, ad valorem, intangibles, rent, occupancy, license, occupational, employment, unemployment insurance, social security, disability, workers’ compensation, payroll, health care, withholding, estimated or other similar tax and including all interest and penalties thereon and additions to tax.
“Technology” shall mean, collectively, all technology, software, hardware, data, databases, models, designs, formulae, algorithms, procedures, methods, discoveries, processes, techniques, ideas, know-how, research and development, tools, materials, specifications, inventions (whether patentable or unpatentable and whether or not reduced to practice) apparatus, creations, improvements, works of authorship in any media, confidential, proprietary or non-public information, and other similar materials, and all recordings, graphs, drawings, specifications, reports, presentations, analyses, other writings and other tangible embodiments of the foregoing, in any form, whether or not specifically listed herein, and all related technology.
“Technology Deliverables” shall mean all information and Technology whether pre-existing or generated as a result of this Agreement which has been or may be furnished or made available by GE Aviation to BHGE, other than the Engineering Tools (as defined in the STDA).  
“Technology Development Program Plan” shall mean a written agreement on a technology development program plan for any new product introduction or other Technology development in substantial conformance with the template set forth in Schedule 6.
“Term” shall have the meaning set forth in ‎Section 4.01.
“Third Party Repair Supplier” shall have the meaning set forth in ‎Section 7.10(a).
“Third Party Repair Supplier Conditions” shall have the meaning set forth in ‎Section 7.10(a).
“Threshold Percentage” shall have the meaning set forth in Section 1.01 of Schedule 15. 


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“Transaction Agreement” shall have the meaning set forth in the Recitals.
“Trigger Date” shall have the meaning set forth in that certain Amended and Restated Stockholders Agreement between GE and Baker Hughes, a GE company, a Delaware corporation, dated as of November 13, 2018 (as amended, modified or supplemented from time to time in accordance with its terms).
“Umbrella Agreement” shall have the meaning set forth in the Recitals.
“Unapproved Operations” shall have the meaning set forth in ‎‎Section 8.03(a)(iv)(E).
“Unapproved Repair” shall have the meaning set forth in ‎Section 7.09(a)(i)(B).
“Unapproved Spare Part” shall have the meaning set forth in ‎Section 7.09(a)(i)(B).
ARTICLE 2     
 
EFFECTIVENESS; PURPOSE AND SCOPE 
Section 2.01.    [Intentionally Omitted]   
Section 2.02.    Purpose.  The purpose of this Agreement is to set forth the terms and conditions governing: (a) the supply by GE Aviation to BHGE of the LM Products and Spare Parts and the provision by GE Aviation to BHGE of the Aftermarket Services and Engineering Services, as ordered and fulfilled pursuant to POs issued in accordance with ‎Section 7.01 (the “Supply Program”); and (a) the Engineering Services and research and development programs that are unanimously agreed upon by the APCC and set forth in a written Technology Development Program Plan (the “Development Program”).  
Section 2.03.    Supply Program.  
(a)    Scope of LM Products and Spare Parts.  Subject to the terms and conditions of this Agreement (including the exclusivity provisions set forth in ‎ARTICLE 5), GE Aviation shall sell and supply to BHGE, and BHGE shall purchase from GE Aviation, LM Products, Spare Parts and Services, and as ordered and fulfilled pursuant to POs issued in accordance with ‎Section 7.01.
(b)    Exclusions.  Notwithstanding anything to the contrary in this Agreement, any new centerline new product introduction aero-derivative engine and any derivatives thereof shall not be supplied as part of the Supply Program under this Agreement and are not subject to any terms set forth in this Agreement other than ‎Section 5.03 (including those related to supply, development, maintenance, repair or engineering services).  The inclusion of such engine will be subject to the APCC’s approval and any terms for such inclusion shall be separately negotiated between the Parties in good faith and based on market considerations.
(c)    Limitations Regarding the LM9000.  The inclusion of the LM9000 in the Supply Program under this Agreement, and GE Aviation’s obligations with respect to the LM9000, 


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shall be limited to providing LM9000 OE Parts, and providing and repairing LM9000 OE Parts and related Spare Parts only, and shall not include any final assembly or testing responsibilities with respect to the LM9000 (with the exception of the first four (4) production units and the development program).  
Section 2.04.    Development Program.  
(a)    Scope.  Subject to the terms and conditions of this Agreement, the Parties may engage in Development Programs pursuant to one or more Technology Development Program Plans, pursuant to ‎Section 6.01.
(b)    Third Party Providers.  GE Aviation shall have the right, in its sole discretion, to designate or cause an Affiliate or third party provider to provide to BHGE any applicable Service(s), which shall be consistent with GE Aviation’s current and ordinary course practices, subject to any such third party provider agreeing in writing to provide such Services in accordance with the applicable terms and conditions of this Agreement.  For the avoidance of doubt, GE Aviation will remain liable for the provision of Services by an Affiliate or such third party provider, in accordance with the terms of this Agreement.
ARTICLE 3     
 
PROGRAM MANAGEMENT; AERO-DERIVATIVE PRODUCT COMPETITIVENESS COMMITTEE
Section 3.01.    Program Management and Operations.  
(a)    Alliance Managers.  Promptly after the Trigger Date, each Party shall appoint an experienced cross-functional senior business leader to act as an alliance manager (each, an “Alliance Manager”), who shall oversee the fulfillment of this Agreement and the alignment of the Parties’ interests, and shall notify the other Party of its Alliance Manager.  The Alliance Managers shall be the primary point of contact for the Parties  regarding the collaboration activities contemplated by this Agreement and shall help facilitate all such activities hereunder.
(b)    Alliance Manager Responsibilities.  The Alliance Managers shall have the following responsibilities:
(i)    To create and maintain a collaborative work environment between the Parties; 
(ii)    To lead execution work assigned by the APCC to each Party and to serve as the single unifying element in the organization of each Party to ensure consistency and simplification as appropriate; 
(iii)    To coordinate the various functional representatives developing and executing strategies and plans for GE Aviation’s supply of the LM Products, Spare Parts and Services; 


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(iv)    To provide single-point leadership for generating consensus both internally within their respective Parties’ organizations and externally across party lines regarding key strategy and plan issues;
(v)    To ensure the ability for rapid decision-making regarding the execution of strategies and plans approved by the APCC to avoid the need for excessive APCC meetings and input;
(vi)    To identify and raise cross company, cross region and/or cross function disputes to the APCC; and
(vii)    To plan and coordinate efforts aimed at establishing and maintaining the functionality of GE Aviation’s supply of the LM Products, Spare Parts and Services.  
Section 3.02.    Committees.  
(a)    Governance.  The Parties have agreed to establish the following committees to assist in achieving the Parties’ goals: (i) an Aero-derivative Product Competitiveness Committee (“APCC”), the functions, composition, meeting requirements, decision-making authority and record keeping requirements for which are set forth in ‎Section 3.02(b), and (i) Program Control Boards (each, a “PCB”), the functions, decision-making authority and record keeping requirements for which are set forth in ‎Section 3.02(c).  The Parties have agreed that the oversight and management structures provided by the APCC and the PCBs as established by the Parties should facilitate quick decision-making and issue resolution.  The Parties have also agreed that such oversight and management structure should facilitate maximum allowable collaboration between the Parties to achieve these goals and align the Parties interests, yet cause as little disruption as possible to the organizational structures of the Parties and their Affiliates.  In addition, the Parties wish to establish an effective and efficient management coordination system so as to optimize the long term profitability of the LM Products, Spare Parts and Services.  
(b)    APCC.
(i)    Function.  The APCC shall have the following functions: 
(A)    evaluate and review cost competitiveness concerns after taking into account total cost of ownership, durability, reliability, availability, output, efficiency, and other similar value differentiators and then negotiate to modify the pricing terms to improve alignment and cost competitiveness, which modifications may include (1) reducing budget costs, which if achieved would be immediately captured by BHGE through a reduction of price during the interim term, (1) rebalancing of margin rates across LM Products, Spare Parts and Services, (1) temporary price concessions or (1) other economic currency as agreed by the Parties; provided that BHGE has provided the APCC with documentation to support such cost competitiveness concern that the LM Products, Spare Parts and Services costs are higher than the market rates of other similar manufacturers of aero-derivative 


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engines of a comparable quality and such rates have been consistently offered for at least one (1) year;
(B)    if requested by a Party, address major market concerns resulting from the commercial end market or the supply chain environment and potential corresponding adjustments to the Cost Baseline or Applicable Price;
(C)    make determinations on long range forecasting for sales and operations planning, based on input from BHGE’s customer channel representatives and GE Aviation’s planning and fulfillment representatives;
(D)    approve and guide joint technology development initiatives, including Development Program prioritization, funding and execution, based on input from BHGE’s engineers and product managers and GE Aviation’s engineers and product management;
(E)    review and make decisions regarding proposals for new Derivatives;
(F)    oversee the management of the LM Products, Spare Parts and Service (including product cost out opportunities, product safety, non-aero part industrialization, lead time reduction ideas, end of life product management and new supplier development);
(G)    oversee the configuration management of the LM Products or Spare Parts (including technical reviews);
(H)    review of Repairs and Spare Parts introduction, development substantiation, approval and whether to allow new Repairs and Spare Parts introductions to the extent such introductions did not receive approval from GE Aviation’s engineering team for reasons related to safety concerns along with associated documentation related to the foregoing; 
(I)    sustaining engineering of the LM Products or Spare Parts; 
(J)    determine the funding and joint management of Development Programs under each Technology Development Program Plan;
(K)    resolve any Disputes regarding ownership or licensing of Intellectual Property in accordance with the requirements of ‎ARTICLE 6;
(L)    at the request of BHGE to restart any LM Product Line that is terminated pursuant to ‎Section 4.03, consider the associated business case by evaluating the cost and benefit of restarting such terminated LM Product Line and, if the APCC determines to resume such terminated LM Product Line, such LM Product Line will be reinstated in this Agreement subject to pricing and lead time changes, if any; 


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(M)    at the request of BHGE if there is a substantial need to extend the support period under ‎Section 4.03(c) for Aftermarket Services or Engineering Services, consider granting an extension of such period; 
(N)    review Lead Time reduction in accordance with ‎Section 7.02(c);
(O)    update the Prohibited Supplier List periodically and consider, upon written request of the Parties, making exceptions to the Prohibited Supplier List, provided that the APCC unanimously approves making such exceptions; 
(P)    approve content contributed by GE Aviation required to construct Industrial Repair Manuals (IRMs) for LM Products; 
(Q)    address the matters relating to introduction of new Repairs and Spare Parts as set forth in ‎Section 7.09 and ‎Section 7.10(a), including any exclusive buy or sell obligations between the Parties related thereto; and
(R)    make funding decisions on actions recommended by, or decisions made by, the PCBs.
(ii)    Composition.  The APCC shall consist of a total of four (4) members, and be composed of two (2) senior leaders (who shall be officers, directors or senior employees) appointed by each of GE Aviation and BHGE immediately following the Trigger Date.  GE Aviation and BHGE shall jointly appoint a chairperson to serve as the leader of the APCC (the “APCC Chairperson”).  GE Aviation and BHGE shall have the right from time to time to substitute individuals, on a permanent or temporary basis for any of its previously designated members of the APCC, upon written notice to the other Party.
(iii)    Meetings.  Unless the APCC otherwise agrees, regular meetings of the APCC shall be held at least once every fiscal quarter to establish goals, approve strategies and plans, review progress versus goals and to discuss issues.  All meetings shall be held at such times and places as the APCC may determine.  The APCC Chairperson shall be responsible for coordinating and distributing an agenda to the members of the APCC prior to meetings.  The APCC Chairperson may call a special meeting of the APCC upon request of any member by written or oral notice to the other members.  Notice of the place, date and time of all meetings of the APCC shall be mailed to a member’s last officially communicated place of business at least ten (10) days before the meeting or given by electronic communication at least five (5) days before the meeting.  Attendance at a meeting shall constitute waiver of notice.  Any meeting may be held by telephone or teleconference so long as all members participating in the meeting can hear one another at the same time.  Telephone or teleconference meetings shall be governed by the same rules as other meetings of the APCC except as to location.


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(iv)    Quorum.  A duly constituted quorum of the APCC for purposes of making any decision or taking any action required or permitted to be made or taken pursuant to this Agreement shall be at least two (2) members from each of GE Aviation and BHGE present in person, via telephone or teleconference.  Any member unable to attend in person may attend via telephone or teleconference and shall have all rights to participate fully and vote, provided that members of the APCC may not delegate their attendance responsibility.
(v)    Decision Making.  The APCC shall review processes and reach decisions after taking into consideration each Party’s interests, including in the areas of cost competitiveness, services footprint dynamics, growth opportunities and customer dynamics.  Decisions shall be made on a business case basis (A) after reviewing the necessary facts and risk assessments provided by the engineering and supply chain teams and (A) after taking into account input from the commercial teams regarding the end market for use in the business case.  Any decision or action required or permitted to be made or taken by the APCC shall only be made or taken upon the unanimous agreement of all members of the APCC.  If the APCC does not unanimously agree with respect to any matter, then such matter shall be resolved pursuant to the mechanisms described in ‎Section 9.07 of this Agreement.  Any decision or action that might be made or taken at any meeting of the APCC may be made or taken, in lieu of a meeting, by an instrument in writing executed by the members of the APCC.  Such instruments may be executed in counterparts.
(vi)    Records.  The APCC shall keep accurate minutes of all meetings to reflect any and all decisions or actions made or taken.  The APCC Chairperson shall designate a member of the APCC or another person agreed by the APCC to prepare and circulate a draft of the minutes of each meeting.  Drafts of such minutes shall be delivered to the members of the APCC within twenty (20) days after the meeting, and shall be edited and issued in final form as soon as practical after the meeting, with the approval and agreement of the members of the APCC, as evidenced by their (or their designee’s) signatures on the minutes.  The APCC shall also keep such other records as it deems appropriate.
(c)    Program Control Board (PCB).  There shall be a PCB formed for each LM Product Line (e.g., LM2500, LM6000, LMS100, and LM9000), including its related Derivatives and variants with respect to (1) flange to flange decisions (“GE Aviation PCBs”) and (2) overall package and turbine integration decisions (“BHGE PCBs”).
(i)    Function.  Each PCB shall have the following functions: 
(A)    Making decisions on design changes in the factory and the field;
(B)    Monitoring business operations, considering technical and business risk; 


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(C)    Approving control documents such as engineering scope of work, technical publications and service bulletins;
(D)    Overseeing supply chain management and manufacturing programs management; and
(E)    Managing allocation of approved funds and budgeting.
(ii)    Meetings.  A GE Aviation-appointed PCB chairperson will call and lead meetings and there shall be at least one BHGE appointee for GE Aviation PCBs. A BHGE-appointed PCB chairperson will call and lead meetings and there shall be at least one GE Aviation appointee for BHGE PCBs.
(iii)    Decision Making.  Any decision or action required or permitted to be made or taken by a PCB shall only be made or taken upon the unanimous agreement of all members of such PCB; provided that: 
(A)    any decision or action associated with flange to flange turbines and associated Technology shall be led by GE Aviation, with at least one (1) representative from BHGE having the right to provide input, provided that if a PCB cannot reach unanimous agreement then the issue will be escalated within the organizations to attempt to reach an agreement at a more senior level, but GE Aviation shall have the final decision authority, 
(B)    any decision or action associated with installation design manuals for GE Aviation-supplied hardware for LM Products shall be led by GE Aviation, with at least one (1) representative from BHGE having the right to provide input, provided that if a PCB cannot reach unanimous agreement then the issue will be escalated within the organizations to attempt to reach an agreement at a more senior level, but GE Aviation shall have the final decision authority, and 
(C)    any decision or action associated with the overall package and turbine integration of LM Products, and associated package and integration Technology, shall be led by BHGE, with at least one (1) representative from GE Aviation having the right to provide input; provided that, to the extent a formal program control process does not exist at BHGE, then BHGE shall provide necessary updates to GE Aviation on the package development and provide GE Aviation with an opportunity to provide comment, provided that if a PCB cannot reach unanimous agreement then the issue will be escalated within the organizations to attempt to reach an agreement at a more senior level, but BHGE shall have the final decision authority.  
(iv)    Records.  Each PCB shall keep accurate minutes of all meetings to reflect any and all decisions or actions made or taken.  A member of each PCB shall prepare and circulate a draft of the minutes of each meeting.  Drafts of such minutes shall be delivered to the members of such PCB within twenty (20) days after the 


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meeting, and shall be edited and issued in final form as soon as practical after the meeting, with the approval and agreement of the members of such PCB, as evidenced by their (or their designee’s) signatures on the minutes.  Each PCB shall also keep such other records as it deems appropriate.
Section 3.03.    Agreement Implementation.
(a)    Spare Part PO Placement Process.  The Parties acknowledge that there is a need to implement a workable process for the placement and acceptance of POs and that the parties to the STDA are working to develop and implement such a process for use thereunder prior to the Trigger Date.  The Parties may use such same process for the purposes of this Agreement or may use such other process as the Parties may mutually agree upon in writing.
(b)    Spare Parts Storage and Warehousing.  Due to the fact that the current BHGE process for storing and warehousing Spare Parts (and certain LM Products components) is fully integrated into the GE Aviation material management processes, and such processes and facilities cannot be maintained in the same manner following the Trigger Date, but recognizing that fully separating such processes is a complex and time consuming process, the Parties agree that they will work together to mutually agree on a new process or resolution for the storing and warehousing of such goods, if needed, by no later than December 31, 2019 (or such other date as mutually agreed by the Parties).  Such new process shall allow for title transfer, care, custody and control and risk of loss for Spare Parts (and any other LM Products) to occur at delivery as contemplated by any purchase orders issued under the process agreed through the previous section.  The Parties shall recommend the revised process to the APCC for approval; provided that the revised process shall seek to minimize costs that each Party shall have to bear.  For the avoidance of doubt, the Parties recognize that (i) this will require the establishment of a separate warehousing solution that is not owned or leased by GE Aviation and (ii) such process or resolution established hereunder also may be used under the STDA if the parties thereto agree to do so. In the case that BHGE is not ready with a solution, then BHGE shall pay GE Aviation the required cost to keep inventory until a solution is in place.
(a)    Administrative and Management Organization Costs. The Parties agree to the rights and obligations set forth in Section 3.03(c) of Schedule 15. 


ARTICLE 4     
 
TERM AND TERMINATION
Section 4.01.    Term.  The term of this Agreement shall commence on the Trigger Date and shall expire, automatically and immediately (without further action by any Party) upon the STDA Effective Date, unless earlier terminated in accordance with ‎Section 4.02 or ‎Section 4.03 (the “Term”). 
Section 4.02.    Termination Events.  


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(a)    Mutual Agreement.  This Agreement may be terminated upon the mutual written agreement of the Parties.
(b)    Bankruptcy; Insolvency.  Any Party may terminate this Agreement immediately by written notice to the other Party upon the occurrence of any of the following events: (i) such other Party is or becomes insolvent or unable to pay its debts as they become due within the meaning of the United States Bankruptcy Code (or any successor statute) or any analogous foreign statute; (i) such other Party appoints or has appointed a receiver for all or substantially all of its assets, or makes an assignment for the benefit of its creditors; (i) such other Party files a voluntary petition under the United States Bankruptcy Code (or any successor statute) or any analogous foreign statute; or (i) such other Party has filed against it an involuntary petition under the United States Bankruptcy Code (or any successor statute) or any analogous foreign statute, and such petition is not dismissed within ninety (90) days.
(c)    [Intentionally Omitted]
(d)    Material Breach.  
(i)    In the event of a material breach by a Party (the “Breaching Party”), the other Party (the “Non-breaching Party”) shall provide written notice to the Breaching Party as soon as reasonably practicable after the Non-breaching Party becomes aware of the occurrence of such material breach, which notice shall contain a description of such material breach in reasonable detail (a “Notice of Material Breach”).  The failure or delay of the Non-breaching Party in delivery of a Notice of Material Breach shall not be deemed a waiver of any rights of such Non-breaching Party unless and to the extent such failure or delay materially and adversely affects the Breaching Party’s ability to cure such material breach.
(ii)    The Breaching Party shall have the automatic right during the ninety (90) day period following receipt of a Notice of Material Breach to cure such material breach (the “Initial Cure Period”).  Any efforts by the Breaching Party to cure shall not be deemed an admission that the Breaching Party has committed a material breach.  If the Breaching Party has promptly and diligently taken reasonable steps to cure but such cure has not been completed within the Initial Cure Period, then the period to cure shall be extended for a commercially reasonable time not to exceed a further thirty (30) days to enable such cure to be completed (the “Extended Cure Period”), provided that, the cure period shall not be extended if, notwithstanding all reasonable efforts, such cure could not be effected within the Extended Cure Period.
(iii)    If the Breaching Party disputes that a material breach has occurred, or if a cure is not possible within the Initial Cure Period (or, if applicable, the Extended Cure Period), then senior management representatives of the Parties shall meet, no later than fifteen (15) days following delivery of written notice from one Party to the other Party requesting such meeting, to attempt to resolve such Dispute.  The Parties agree to use all reasonable efforts to fully resolve the Dispute and to find a cure within the Initial Cure Period (or, if applicable, the Extended Cure Period).  The 


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Parties may extend the duration of such dispute resolution proceedings for such period of time as may be mutually agreed in writing.  If the Parties have not resolved such Dispute by the end of thirty (30) days following the written notice requesting a dispute resolution meeting of senior management, then the Non-breaching Party may terminate this Agreement by delivering written notice to such effect to the Breaching Party (the “Notice of Termination”), but the Breaching Party shall be entitled to commence a Dispute under the applicable dispute resolution clause herein to determine if a material breach has occurred.  Termination shall be without prejudice to any other rights or remedies to which any Party may be entitled under this Agreement or applicable Law.  
(iv)    If the termination is due to GE Aviation’s material breach, if so specified by BHGE, upon a Notice of Termination of this Agreement, GE Aviation shall promptly stop work under any POs outstanding as of such notice date as directed in the notice.
(v)    If the termination is due to BHGE’s material breach, GE Aviation shall have the right to promptly stop work under any POs outstanding as of such notice date and BHGE shall not place further subcontracts/orders in respect of any such outstanding POs. 
(vi)    This Agreement may not be terminated for any reason other than as expressly set forth in this ‎Section 4.02.  
(e)    [Intentionally Omitted]
(f)    Breaches of POs.  For the avoidance of doubt, the breach of a PO shall not automatically constitute a breach of this Agreement, provided that such breach may still give rise to other relief.  However, GE Aviation may terminate this Agreement upon notice to BHGE: (i) for material and chronic breaches of the POs by BHGE that BHGE has not cured within one hundred eighty (180) days following written notice of default from GE Aviation, or (i) default by BHGE of its payment obligations under any PO or POs, for amounts not subject to a good faith dispute, individually or in the aggregate, in excess of fifty million U.S. Dollars ($50,000,000).
Section 4.03.    LM Product Line Termination Upon Production Cessation.  
(a)    Subject to ‎Section 4.03(b) and ‎Section 4.03(c) and without prejudice to any other clauses in this Agreement, GE Aviation shall not have an obligation to provide engines of an LM Product Line if (a) any LM Product Line has not been delivered for a period of twelve (12) consecutive months (so long as such one (1) year period has not expired due to delivery delays caused by GE Aviation) (the end of such period, an “End of Production Date”), and (b) GE Aviation sends BHGE a request to terminate engine production on such LM Product Line, and (c) BHGE consents in writing to such termination, provided that BHGE shall reasonably and promptly consider GE Aviation’s request. 


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(b)    If BHGE wishes to restart an LM Product Line terminated in accordance with the above, it may make a request of the APCC as set forth in ‎Section 3.02(b)(i)(L).  Should GE Aviation restart the LM Product Line previously ceased, all rights and obligations under this Agreement shall be reinstated.  
(c)    For any LM Product Line terminated in accordance with the above, GE Aviation shall continue to support and fulfill POs for Spare Parts, Repairs and Engineering Services issued by BHGE in accordance with this Agreement for a period of twenty-five (25) years following the relevant End of Production Date.  If BHGE has a substantial need to extend such period for Spare Parts, Repairs or Engineering Services, the APCC may grant an extension of such period in accordance with ‎Section 3.02(b)(i)(M).
Section 4.04.    Effects of Expiration or Termination.  
(a)    Tooling Purchase Option Upon Termination.  Following any termination of this Agreement (other than (i) termination by GE Aviation pursuant to ‎Section 4.02(d) for material breach by BHGE or (ii) expiration of this Agreement on the STDA Effective Date), GE Aviation shall notify BHGE in writing if GE Aviation intends to sell any tooling assets that GE Aviation owns and that are exclusively used in connection with assembly and/or testing of the LM Product Lines that are exclusive to the BHGE Field of Use outside of the sale of the associated GE Aviation business.  BHGE shall then have a right, exercisable by written notice to GE Aviation within sixty (60) days following receipt of GE Aviation’s notice, to purchase such tooling.  If BHGE exercises such right to purchase such tooling, the Parties shall negotiate in good faith for a period of one hundred twenty (120) days with respect to the price and other terms in connection with such sale.  If the Parties are unable to enter into such an agreement, then GE Aviation may thereafter pursue such sale to any third party.
(b)    Other Effects of Expiration or Termination.  
(i)    Except as set forth in ‎Section 4.05, expiration or termination of this Agreement shall terminate any and all rights and obligations hereunder; provided that the expiration or earlier termination of this Agreement shall not relieve any Party of any of its rights or liabilities arising prior to or upon such expiration or earlier termination or for POs under execution.  
(ii)    The acceptance of any PO from, or the sale or provision of any LM Products, Spare Parts or Services to, BHGE after the expiration or termination of this Agreement shall not be construed as a renewal or extension hereof, nor as a waiver of termination, but in the absence of a written agreement signed by one of the authorized representatives of GE Aviation herein, all such transactions shall be governed by provisions identical to the provisions of this Agreement; provided that, for the avoidance of doubt, in the case of the expiration of this Agreement on the STDA Effective Date, all such transactions shall be governed by the STDA.
(iii)    Except as set forth in ‎Section 4.05, each Party shall promptly, but in no event greater than within thirty (30) days, return all Confidential Information of 


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the other Party or their Affiliates that is in such Party’s or its Affiliates’ possession and control, subject to any rights such Party and its Affiliates may rightfully possess to the same hereunder; provided that this clause (iii) shall not apply to the extent that the STDA remains in effect at the time of the expiration or termination of this Agreement (in which case all Confidential Information under this Agreement shall be deemed Confidential Information of the relevant Party under the STDA as though disclosed thereunder).
Section 4.05.    Survival.  On any expiration or termination of this Agreement, the following provisions shall survive in full force and effect: ARTICLE 1 (Definitions); ‎Section 4.04 (Effects of Expiration or Termination); this ‎Section 4.05 (Survival); ‎Section 6.02 (Background IP) with respect to the provisions set forth in such section that expressly survive; ‎Section 6.03 (Foreground IP) with respect to the provisions of such section that expressly survive in accordance with Section 6.03(g); ‎Section 6.04(f) (Technology Deliverables); ‎Section 6.06 (Third Party Licenses); ‎Section 6.07 (Section 365(n) of the Bankruptcy Code); ‎Section 6.09 (Reservation of Rights); Section 6.10 (Further Assurances); ‎Section 6.13 (Prosecution and Maintenance); ‎Section 6.14 (Third Party Infringements, Misappropriations and Violations); ‎Section 6.17 (Embedded Software License); ‎Section 7.02(a) (Terms and Conditions of Purchase); Section 7.05 (Lump Sum Payment); ‎ARTICLE 8 (Allocation of Liability); and ‎ARTICLE 9 (General Provisions).  Expiration or termination of this Agreement shall not affect any rights or liabilities which have accrued prior to expiration or termination. In addition, any payment obligations that have accrued under this Agreement at the time of such expiration or termination shall remain in full force and effect until they are satisfied in full. 
ARTICLE 5     
 
EXCLUSIVITY 
Section 5.01.    BHGE Exclusive Purchasing Commitment.  During the Term and subject to ‎Section 5.04, BHGE, directly or through its Affiliates, shall purchase from or through GE Aviation, as its sole supplier, one hundred percent (100%) of their requirements for Exclusive Products/Services for the BHGE Field of Use.  Subject to the exceptions referenced above, BHGE expressly covenants and agrees on behalf of itself and its Affiliates that, during the Term, (i) they will not obtain Exclusive Products/Services from any source other than GE Aviation, and (ii) they will not provide Exclusive Products/Services other than for the BHGE Field of Use.  
Section 5.02.    GE Aviation Exclusive Supplying Commitment.  During the Term and subject to ‎Section 5.05, GE Aviation, and its Affiliates acting on its behalf, shall sell to BHGE the Exclusive Products/Services ordered by BHGE under and pursuant to the terms of this Agreement as GE Aviation’s sole third party customer for the Exclusive Products/Services for the BHGE Field of Use.  For the avoidance of doubt, Engineering Services, other than those captured in the definition of Exclusive Products/Services, that are provided by GE Aviation to BHGE and covered by the terms of this Agreement shall be provided on a non-exclusive basis (and shall also be subject to the terms of the exclusive license grants in ‎ARTICLE 6).  


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Section 5.03.    Rights Regarding New Engines.  
(a)    If GE Aviation or any Affiliates acting on its behalf (or an Affiliate thereof utilizing any GE Aviation Intellectual Property provided to such Affiliate for development of an aeroderivative engine or other GE Aviation engineering resources), or BHGE or any of BHGE’s Affiliates, intends to (i) develop a new engine (including derivatives) for the BHGE Field of Use that neither GE Aviation nor BHGE makes as of the Trigger Date in a particular Power Class, or (i) procure a competing engine for the BHGE Field of Use in a particular Power Class, whether independently or with or through a third party, then GE Aviation or BHGE, as applicable, shall first provide the APCC with notice of such intention for discussion in good faith to determine if BHGE can reach agreement with GE Aviation in a reasonable timeframe on terms (including funding) on which they, jointly or collectively, would pursue such new engine opportunity as set forth in ‎Section 5.03(b)(i) and ‎Section 5.03(b)(ii) below.  
(b)    If GE Aviation and BHGE do not reach agreement within six (6) months of such notice, then the Party seeking to pursue such new engine opportunity can pursue such new engine opportunity independently of the other Party, if and only if: 
(i)    In the case where GE Aviation is the Party pursuing the new engine opportunity, (A) such new engine opportunity would require more than seventy-five million U.S. dollars ($75,000,000) in total development and procurement costs, and (A) at least sixty percent (60%) of the total product cost (based on the estimated cost of the fiftieth (50th) production unit) of the new engine is attributable to engine parts not present in any LM Product Line as of the date of such notice.  Under such circumstances, such new engine opportunity would thereafter be deemed outside the scope of this Agreement such that this Agreement would not apply to such new engine opportunity except for Intellectual Property addressed in a Technology Development Program Plan under ‎ARTICLE 6.
(ii)    In the case where BHGE is the Party pursuing the new engine opportunity, such new engine opportunity would require more than fifty million U.S. dollars ($50,000,000) in total development and procurement costs, or BHGE procures a competing engine for use in the BHGE Field of Use.  Under such circumstances, any sales of such new engine would contribute to the denominator of the applicable Engine Unit Proportion for BHGE Field of Use.
Section 5.04.    Termination of BHGE Exclusive Purchasing Commitment.  Without prejudice to any other rights or remedies to which BHGE may be entitled under this Agreement or applicable Law, including the right to seek damages, specific performance and injunctive relief in accordance with this Agreement, upon written notice to GE Aviation, BHGE shall no longer be bound by ‎Section 5.01 for a particular Power Class (but not any other Power Class) if:
(a)    GE Aviation materially and chronically defaults on delivery obligations for the Exclusive Products/Services in such Power Class and is not able within one hundred eighty (180) days to develop a plan to cure following written notice of default from BHGE; or


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(b)    GE Aviation materially breaches its supply commitment under ‎Section 5.02.
Section 5.05.    Termination of GE Aviation Exclusive Supply Commitment.  Upon written notice to BHGE, GE Aviation shall no longer be bound by its exclusive supply obligations under ‎Section 5.02 for the specific Power Class and BHGE Field of Use if any one of the following occurs, as follows: 
(a)    As set forth in Section 5.05(a) of Schedule 15: 
(b)    [Intentionally Omitted]: 
(c)    As set forth in Section 5.05(c) of Schedule 15.
(d)    For the BHGE Field of Use and all Power Classes, BHGE materially breaches its purchasing commitment under ‎Section 5.01.
(e)    As set forth in Section 5.05(e) of Schedule 15.
(f)    As set forth in Section 5.05(f) of Schedule 15. 
Section 5.06.    Change of Control of BHGE.  
(a)    [Intentionally Omitted] 
(b)    If a GEA Competitor acquires (directly or indirectly) more than forty percent (40%) of BHGE, GE Aviation may terminate the exclusive supply obligations under Section 5.02 and exclusive licenses granted under ARTICLE 6 would become non-exclusive for all Exclusive Fields of Use (i.e., both GE Aviation and BHGE would be entitled to sell into the Exclusive Field of Use).
(c)    Upon the occurrence of a Change in Control of BHGE, GE Aviation may terminate the exclusive supply obligations under ‎Section 5.02 and exclusive licenses granted under ‎ARTICLE 6 would become non-exclusive in the Exclusive Field of Use.
For the avoidance of doubt, a Change in Control shall not affect or otherwise terminate the exclusive purchase commitment of BHGE.  Unless otherwise set forth in this Agreement, all other terms of this Agreement shall continue to apply. 
ARTICLE 6     
 
DEVELOPMENT PROGRAMS AND INTELLECTUAL PROPERTY
Section 6.01.    Development Programs.
(a)    Legacy NPIs.  The Parties agree that Schedule 10 of the STDA sets forth:


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(i)    the Technology Development Program Plans for the Legacy NPIs and NTIs; 
(ii)    the designation of BHGE Foreground IP, GE Aviation Foreground IP and Joint Foreground IP for Legacy NPIs and NTIs (in addition to the designation of certain Intellectual Property as “GE Power Foreground IP”); and
(iii)    the Technology Deliverables for each such Legacy NPIs and NTIs.
(b)    Engineering Programs.  If at any time either of the Parties anticipate that the labor costs to BHGE of any Engineering Services project not already covered by a Technology Development Program Plan will exceed five million dollars ($5,000,000), notice shall be provided to the other Party and the Parties shall execute a Technology Development Program Plan that addresses ownership and license rights of Foreground IP for that project, which may deviate from the allocation of rights pursuant to ‎Section 6.03(a)(ii).  If any Engineering Services have already commenced, such Engineering Services shall stop when such limit is reached unless and until such Technology Development Program Plan is executed, unless continuation of the work is otherwise authorized in writing by the Alliance Managers.  GE Aviation will provide reasonable advance notice of anticipated work stoppage.  GE Aviation shall not have any liability or obligations under this Agreement resulting from such a work stoppage, including in connection with the Supply Program relating to such Engineering Services (including pursuant to ‎Section 7.02(b)), until such Technology Development Program is executed by the Parties.  Either Party may also demand a Technology Development Program Plan to be executed for projects under five million dollars ($5,000,000).
(c)    Records and Reports.   Each Party shall maintain records in sufficient detail to enable one skilled in the art to understand the nature of the work and properly reflect all work done and results achieved in the performance of a Development Program (including all data in the form usually maintained by such Party).  Upon reasonable request of one Party and in compliance with this Agreement, the other Party shall provide a copy of such records to the extent reasonably necessary to demonstrate its performance of its obligations under this Agreement; provided that each Party shall maintain Confidential Information of the other Party contained in such records in confidence in accordance with the protection of Confidential Information as set forth in ‎Section 9.08 and shall not use such records or Confidential Information except to the extent permitted by this Agreement.
(d)    Order of Precedence.  In the event of a conflict between the rules for allocating ownership and/or licensing of Foreground IP, the following order of precedence shall prevail: 
(i)    a Technology Development Program Plan; and
(ii)    the terms of this Agreement.
Section 6.02.    Background IP.  


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(a)    GE Aviation Background Intellectual Property.  As between the Parties, GE Aviation shall own and control all GE Aviation Background IP.  The Parties hereby acknowledge and agree that, without limiting anything under the A&R Cross License Agreement (but subject to the Umbrella Agreement), from and after December 1, 2018, the licenses granted to BHGE and its Affiliates under Section 6.02(a)(ii) of the STDA also shall apply, in each case otherwise in accordance with the terms and conditions of such Section 6.02(a)(ii), to all LM Products that (i) are sold by GE Aviation to BHGE or any of its Affiliates hereunder or are otherwise subject to the Side Agreement, and (ii) use GE Aviation Background IP.
(b)    BHGE Background IP.
(i)    Ownership.  As between the Parties, BHGE shall own and control all BHGE Background IP. “BHGE Background IP” identified on Schedule 10 of the STDA shall be deemed BHGE Background IP for the purposes of this Agreement.
(ii)    License of BHGE Background IP to GE Aviation.  
(A)    Subject to the terms and conditions of this Agreement, BHGE, on behalf of itself and its Affiliates, hereby grants to GE Aviation and its Affiliates an irrevocable, worldwide, exclusive (in accordance with this Section 6.02(b)(ii)) right and license under the BHGE Background IP solely as necessary for GE Aviation and its Affiliates to: 
(1)    sell, package, maintain and provide services and repairs for products that use BHGE Background IP in the Licensed Aviation Field of Use and 
(2)    sell, package, maintain and provide aero-derivative products and services that use both (a) hardware supplied by BHGE under a supply agreement and (b) BHGE Background IP in the Marine Field of Use.  
(B)    Such licenses shall be exclusive in the Licensed Aviation Field of Use and Marine Field of Use, respectively, for the duration and extent of GE Aviation’s supply commitment obligations under ‎‎ARTICLE 5.  If GE Aviation’s supply commitment obligations pursuant to ‎‎ARTICLE 5 terminate with respect to a specific Power Class, then the license rights granted pursuant to this ‎Section 6.02(b) shall thereafter become non-exclusive as to that Power Class in the Licensed Aviation Field of Use and the Marine Field of Use.  Following termination of this Agreement, the license rights granted pursuant to this ‎Section 6.02(b) shall survive as to products already sold during the Term, but shall otherwise cease such that BHGE shall be free to exploit BHGE Background IP in any and all Power Classes and fields of use.  
(C)    GE Aviation shall have the right to sublicense the foregoing license rights under this ‎Section 6.02(b) to third party vendors, solely as strictly necessary to have-made packaging products (but not parts) and installation and 


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maintenance services, and solely in accordance with the scope of the license grant from BHGE pursuant to this ‎Section 6.02(b) and subject to the supply commitment obligations in ‎‎ARTICLE 5; provided that, GE and GE Aviation shall remain liable (jointly and severally) to BHGE for any breach of the license conditions by such third party vendors.
(c)    Cooperation with respect to Designated Agreements.  GE Aviation and BHGE will work together in good faith to obtain amendments to the licenses set forth in the Designated Agreements as necessary to allow GE Aviation to fulfill its supply commitments and other obligations hereunder and so that the licenses granted under this Agreement, and the ability of BHGE to operate its business, are not limited by the scope of the licenses set forth in the Designated Agreements. In the event such amendments are not obtained and, as a result thereof, GE Aviation is not able to supply LM Products and Spare Parts hereunder, GE Aviation shall not incur any liquidated damages under Section 7.02(b). For avoidance of doubt, nothing herein shall be construed as an admission that any of the rights subject to the Designated Agreements are used in or necessary for any supply or licensing obligations under this Agreement.
Section 6.03.    Foreground IP.  
(a)    Identification of Owners.
(i)    With respect to the Legacy NPIs and NTIs, Foreground IP is assigned to the Parties as designated in Schedule 10 of the STDA.  The Parties and the respective Affiliates of the foregoing hereby assign, and agree to assign, to one another any and all right, title and interest in and to such Foreground IP in accordance with such designation.
(ii)    Subject to ‎Section 6.01(b) and unless otherwise specified in a Technology Development Program Plan (including, for the avoidance of doubt, any Technology Development Program Plan set forth on Schedule 10 of the STDA), or as otherwise agreed in writing, Foreground IP shall be assigned as follows:
(A)    all Foreground IP that incorporates GE Aviation Confidential Information, is a derivative work (it being understood under that such term as used hereunder has the meaning ascribed to it under U.S. copyright law) of GE Aviation Background IP that constitutes a work of authorship, or is a modification of, or improvement of any GE Aviation Background IP shall be owned by GE Aviation (“GE Aviation Foreground IP”);
(B)    all Foreground IP that is the result of a joint collaboration between GE Aviation, on the one hand, and BHGE, on the other hand, shall be jointly owned by the Parties (“Joint Foreground IP”); and 
(C)    all Foreground IP that is neither GE Aviation Foreground IP, nor identified as “GE Power Foreground IP” on Schedule 10 of the STDA, nor Joint Foreground IP shall be owned by BHGE (“BHGE Foreground IP”). For clarity, all 


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Foreground IP that is designated in a Technology Development Program Plan (including those set forth in Schedule 10 of the STDA) as “BHGE Foreground IP” shall be deemed BHGE Foreground IP for the purposes of this Agreement.
(b)    GE Aviation Foreground IP.
(i)    Ownership.  As between the Parties, GE Aviation shall own and control all GE Aviation Foreground IP.  BHGE and its Affiliates hereby assign, and agree to assign, to GE Aviation any and all right, title and interest  in and to the GE Aviation Foreground IP.
(ii)    License of GE Aviation Foreground IP to BHGE.  Subject to the terms and conditions of this Agreement, as part of the consideration of this Agreement (with no other payment due), GE Aviation hereby grants to BHGE an irrevocable, worldwide, sublicensable (solely in accordance with ‎Section 6.03(b)(iii) below) right and license under the GE Aviation Foreground IP solely as necessary to make, have made, use, sell, package, maintain and provide LM Products, services and repairs using GE Aviation Foreground IP, subject, in each case, to: (A) the license restrictions regarding GE Aviation Background IP (including the Technology transfer) set forth in ‎Section 6.02 (to the extent any such GE Aviation Background IP is implicated in the use of such GE Aviation Foreground IP under this ‎Section 6.03(b)(ii)), and (A) any purchase commitment obligations imposed on BHGE pursuant to ‎ARTICLE 5.  Such license grant shall (x) be perpetual and exclusive as to BHGE for the BHGE Field of Use, (y) be non-exclusive outside of the BHGE Field of Use, and (z) in all cases shall exclude the Marine Field of Use and the Licensed Aviation Field of Use.
(iii)    Sublicensing.  BHGE shall also have the right to sublicense the foregoing license rights to third party vendors, solely as strictly necessary to have-made packaging products and industrialized parts, and for installation, maintenance and repair services (in the case of industrialized parts and repair services, to the extent BHGE is permitted to use third party vendors for such parts and repairs under ‎Section 7.09 or ‎Section 7.10), and in each case solely in accordance with the scope of the license grant from GE Aviation pursuant to this ‎Section 6.03(b), and subject to the purchase commitment obligations in ‎‎ARTICLE 5; provided that, BHGE shall remain liable to GE Aviation for any breach of the license conditions by such third party vendors.
(iv)    GE Aviation Not Restricted in Non-Exclusive Fields.  For the avoidance of doubt, GE Aviation shall be entitled to freely exploit the GE Aviation Foreground IP in all non-exclusive fields of use; provided, however, that GE Aviation shall ensure appropriate contractual limitations are in place with respect to any such license to ensure encroachment into the fields of use for which exclusivity has been granted under the GE Aviation Foreground IP would clearly be in violation of such license rights.
(c)    BHGE Foreground IP.


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(i)    Ownership.  As between the Parties, BHGE shall own and control all BHGE Foreground IP.  GE Aviation and its Affiliates hereby assign, and agree to assign, to BHGE any and all right, title and interest in and to the BHGE Foreground IP.
(ii)    Exclusive License of BHGE Foreground IP to GE Aviation.  
(A)    Subject to the terms and conditions of this Agreement and as part of the consideration of this Agreement (with no other payment due), BHGE, on behalf of itself and its Affiliates, hereby grants to GE Aviation and its Affiliates an exclusive, worldwide right and license under the BHGE Foreground IP solely as necessary for GE Aviation and its Affiliates to (i) sell, package, maintain and provide services and repairs for products that use BHGE Foreground IP in the Licensed Aviation Field of Use and (ii) sell, package, maintain and provide aero-derivative products and services that use both (a) hardware supplied by BHGE under a supply agreement and (b) BHGE Foreground IP in the Marine Field of Use.  Such licenses shall be exclusive in the Licensed Aviation Field of Use and Marine Field of Use, respectively, for the duration and extent of GE Aviation’s supply commitment obligations under ‎‎ARTICLE 5.  If GE Aviation’s supply commitment obligations pursuant to ‎‎ARTICLE 5 terminate with respect to a specific Power Class, then the license rights granted pursuant to this ‎Section 6.03(c) shall thereafter become non-exclusive with respect to such Power Class.  Following termination of this Agreement, the license rights granted pursuant to this ‎Section 6.03(c) shall survive as to services, repairs, products or other LM Products and Spare Parts already sold during the Term, but shall otherwise cease such that BHGE shall be free to exploit BHGE Foreground IP in any and all Power Classes or the Licensed Aviation Field of Use or the Marine Field of Use.
(B)    GE Aviation shall have the right to sublicense the foregoing license rights under this ‎Section 6.03(c) to third party vendors, solely as strictly necessary to have-made packaging products (but not parts) and installation and maintenance services, and solely in accordance with the scope of the license grant from BHGE pursuant to this ‎Section 6.03(c) and subject to the supply commitment obligations in ‎‎ARTICLE 5; provided that, GE and GE Aviation shall remain liable (jointly and severally) to BHGE for any breach of the license conditions by such third party vendors.  
(d)    Joint Foreground IP.
(i)    Ownership.  The Parties shall jointly own an equal and undivided interest in all Joint Foreground IP.  Any obligations of a Party to provide access to any Technology or Technology transfer to another Party shall be set forth in an applicable Technology Development Program Plan.   Each Party that is a party to a Technology Development Program Plan hereby assigns, and agrees to assign, to the other Party a joint, equal and undivided interest in all right, title and interest in and to the Joint Foreground IP, subject to the licenses granted in this ‎Section 6.03(d).


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(ii)    Exclusive License to BHGE.  Subject to the terms and conditions of this Agreement, GE Aviation hereby grants BHGE a perpetual, worldwide, exclusive, sublicensable right and license to use, practice, improve, modify and make derivative works of the Joint Foreground IP in the BHGE Field of Use.  For the avoidance of doubt, the Parties agree that the foregoing license does not convey any rights to the GE Aviation Background IP or GE Aviation Foreground IP.
(iii)    Exclusive License to GE Aviation.  Subject to the terms and conditions of this Agreement, BHGE hereby grants to GE Aviation and its Affiliates a perpetual, worldwide, exclusive, sublicensable right and license to use, practice, improve, modify and make derivative works of the Joint Foreground IP in the Licensed Aviation Field of Use and the Marine Field of Use.  For the avoidance of doubt, the Parties agree that the foregoing license does not convey any rights to the BHGE Background IP or BHGE Foreground IP.
(iv)    Acknowledgment of Rights of Other Party to Joint Foreground IP.  Subject to the exclusive licenses granted under this ‎Section 6.03(d), each of the Parties acknowledges and agrees that the other Party will be free to fully use, practice, improve, modify and make derivative works of the Joint Foreground IP to the same extent as the other Party, without requiring any approval of (including any approval to license), or any notification, reporting, accounting or payment to, such Party; so long as such Party does not inhibit, conflict or interfere, in any way, with the other Party’s right to freely use and exploit such Joint Foreground IP as joint owner.  Each of the Parties acknowledges and agrees that the Joint Foreground IP (other than any patents or published patent applications) shall be deemed to be Confidential Information of both Parties, which shall be treated in accordance with ‎Section 9.08 and subject to the same exceptions in ‎Section 9.08.
(v)    Prosecution and Maintenance of Patents Included in Joint Foreground IP.  The cost of obtaining and maintaining any patents or patent applications included in the Joint Foreground IP shall be shared equally by the Parties.  The Parties shall make the initial decision on whether to seek patent protection on Joint Foreground IP.  Either Party, at any time, shall have the right to decline to participate in the cost of obtaining or maintaining any patent on Joint Foreground IP, and in such event, the nonpaying Party shall assign, subject to the licenses and rights granted in this Agreement, its ownership interest in such patent to the Party paying the cost of obtaining or maintaining such patent; provided, however, the non-paying Party shall have a license to practice the inventions under any such patent to use and practice such patent (a) in the case of BHGE as the non-paying Party, the BHGE Field of Use and (b) in the case of GE Aviation as the non-paying Party, the Licensed Aviation Field of Use and Marine Field of Use.
(e)    [Intentionally Omitted]
(f)    Enforcement of Foreground IP.  With respect to the exclusive license rights granted pursuant to this ‎ARTICLE 6 above to Foreground IP, the applicable exclusive licensee 


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thereunder shall have the full right (but not the obligation) to enforce the applicable Foreground IP in their respective exclusive field of use, for the periods in which such licenses are exclusive (and continue to survive in accordance with Section 6.03(g)).  The other Party shall reasonably cooperate in such enforcement, including by being a party to any such enforcement action if required to fully enforce any rights in such Foreground IP.  The enforcing Parties shall mutually agree on the division of any applicable fees and costs associated with any such enforcement, as well as any settlement proceeds or judicial awards arising from such enforcement.
(g)    Survival of Foreground IP Provisions.  Sections 6.03(a), 6.03(b)(i), 6.03(c)(i), 6.03(d) and 6.03(f), and this Section 6.03(g), shall survive any expiration or termination of this Agreement.  Sections 6.03(b)(ii)-(iv) and 6.03(c)(ii) shall survive any early termination of this Agreement but shall automatically expire, and shall be of no further force or effect, upon the STDA Effective Date (including if the STDA Effective Date occurs after the early termination of this Agreement); however the Parties acknowledge and agree that continuity of the license rights granted pursuant to Sections 6.03(b)(ii)-(iv) and 6.03(c)(ii) shall be maintained nonetheless because the licenses granted in Sections 6.03(b), 6.03(c) and 6.03(e) of the STDA shall become effective upon the STDA Effective Date.
Section 6.04.    Technology Deliverables.  
(a)    For each of the LM Product Lines, GE Aviation shall provide the Technology Deliverables set forth in Schedule 13 to BHGE.
(b)    Except as set forth on Schedule 13 or as otherwise expressly agreed by the Parties in writing and subject to ‎Section 6.04(a), GE Aviation shall not be obligated to provide the following:
(i)    drawings, material specifications, and manufacturing specifications relating to GE Aviation Background IP or GE Aviation Foreground IP;
(ii)    drawings of parts common to GE Aviation flight engines and Legacy LM Product Lines (excluding new product introductions), which are GE Aviation Background IP; 
(iii)    material curves, Design Practices, Design Record Books, mathematical/software models; or
(iv)    any other GE Aviation Background IP (or Technology transfer in connection therewith) unless strictly necessary to employees of BHGE on a need-to-know basis for (a) use and integration of hardware supplied by GE Aviation with hardware or packaging of BHGE, unless separately licensed on a case-by-case or LM Product Line-specific basis, or (b) use by RSP personnel (e.g., as needed for the LM9000).
(c)    All Technology Deliverables set forth on Schedule 13 shall be considered Confidential Information of GE Aviation, subject to ‎Section 9.08, and GE Aviation Background IP.


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(d)    To the extent required in light of Section 3.03(c)(iv) of Schedule 15 of the STDA and GE Aviation’s responsibilities thereunder, BHGE will continue to maintain all GE Aviation content provided under Schedule 13 (“GE Aviation Supplied Content”) for the ICD, cycle decks, IDM, IRM, IRD, RD, Departure Records, Service Bulletins, Operation Manuals, IPB, drawings, bill of materials, CID, RSS SPM, ESM and other documents provided thereunder (“BHGE Technical Documents”), as BHGE does as of the Trigger Date.  BHGE will provide GE Aviation with all BHGE Technical Documents.  Other than GE Aviation Supplied Content and GE Aviation Background IP, BHGE Technical Documents shall be considered confidential and BHGE Background IP.  BHGE Technical Documents shall be considered Confidential Information of BHGE, subject to Section 9.08, and licensed to GE Aviation and its Affiliates in the Licensed Aviation Field of Use and Marine Field of Use.  
(e)    In the event that GE Aviation agrees to provide any employees of BHGE access to GE Aviation drawings, specifications (as called out on the drawing), and CIDs, on a need-to-know, case-by-case basis, in a manner approved by GE Aviation, such as using GE Aviation computers,  BHGE shall cause all users of the foregoing to execute an acknowledgement letter substantially similar to Schedule 4 (the “End User Confidentiality Acknowledgement”).  Notwithstanding the foregoing, the Parties acknowledge and agree that (i) the End User Confidentiality Acknowledgment is between (A) the employee of BHGE on the one hand and (B) GE Aviation on the other hand and (ii) nothing in the End User Confidentiality Acknowledgment is intended to expand or diminish any obligation or liability of BHGE under this Agreement.
(f)    Each Party’s Confidential Information contained in Technology Deliverables shall remain the property and Confidential Information of such Party, used solely to further the purposes and rights of this Agreement (and, following the STDA Effective Date, the STDA), and treated according to the Confidentiality provisions of ‎Section 9.08; provided that, BHGE may use or furnish to its customers, packagers, and suppliers such Technology Deliverables set forth under ‎Section 6.04(a) only as set forth on Schedule 13 and necessary to effect any contract (including purchase orders) under which there is to be performed by BHGE, or by others, routine installation, operation, or maintenance of LM Products supplied to BHGE under this Agreement and GE Aviation is granted third party beneficiary rights under such contract to enforce such limitations.
Section 6.05.    [Intentionally Omitted.]
Section 6.06.    Third Party Licenses.  To the extent that any Intellectual Property licensed under this ‎ARTICLE 6 is owned by a third party, the license of such Intellectual Property under this Agreement shall be subject to all of the terms and conditions of the relevant agreement with such third party pursuant to which such Intellectual Property has been licensed to GE Aviation or BHGE, as applicable.  The licenses granted in this ‎ARTICLE 6 are subject to, and limited by, any and all licenses, rights, limitations and restrictions with respect thereto granted to or otherwise obtained by any third party that were in effect as of the Signing Date.
Section 6.07.    Section 365(n) of the Bankruptcy Code.  All rights and licenses granted under this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101(35A) of the Bankruptcy Code.  The Parties 


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shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code.
Section 6.08.    Customers.  Each Party agrees that it shall use reasonable efforts to not knowingly bring any legal action or proceeding against, or otherwise communicate with, any customer of the other Party with respect to any alleged infringement, misappropriation or violation of any Intellectual Property of such Party to the extent licensed by such Party hereunder based on such customer’s use of the other Party’s products or services without first providing such other Party written notice of such alleged infringement, misappropriation or violation.
Section 6.09.    Reservation of Rights.  All rights not expressly granted by a Party hereunder are reserved by such Party.  Without limiting the generality of the foregoing, the Parties expressly acknowledge that nothing contained herein shall be construed or interpreted as a grant, by implication or otherwise, of any licenses other than the licenses expressly set forth in this ‎ARTICLE 6, unless expressly agreed in a writing executed by the Parties or GE specifically referencing this Agreement.  
Section 6.10.    Further Assurances.  The Parties shall, and shall cause their respective Affiliates to, execute and deliver such instruments, documents, and agreements and take such other actions as are necessary to memorialize or perfect the assignments of Intellectual Property provided for in this ARTICLE 6 and to file registrations of, maintain, enforce or defend such assigned Intellectual Property.
Section 6.11.    Access.  For the avoidance of doubt, except as expressly set forth in this ‎ARTICLE 6, Schedule 10 of the STDA, a PO or Technology Development Program Plan, nothing in this Agreement shall be interpreted as requiring any Party (i) to transfer to the other Party or (i) to grant to the other Party access to, in each case of (i) and (ii), technological embodiments (including software) of, or know-how or Confidential Information related to Intellectual Property, as the case may be.  
Section 6.12.    Further Assistance.  Each Party hereby covenants and agrees that it shall, at the request and expense of the other Party, use commercially reasonable efforts to assist such other Party in its efforts to obtain any third-party consent, approval or waiver necessary to enable such other Party to obtain a license to any Intellectual Property that, as of the date of this Agreement and but for the requirements set forth in this ‎Section 6.12, would be the subject of a license granted pursuant to ‎ARTICLE 6 hereunder, including by using all reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable Laws and execute and deliver such documents and other papers, including powers of attorney, as may be required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement; provided, however, that such Party shall not be required to seek broader rights or more favorable terms for such other Party than those applicable to such Party prior to the date hereof or as may be applicable to such Party from time to time thereafter.  The Parties acknowledge and agree that there can be no assurance that any Party’s efforts will be successful or that the other Party will be able to obtain such licenses or rights on acceptable terms or at all.


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Section 6.13.    Prosecution and Maintenance.  Other than with respect to Joint Foreground IP, each Party retains the sole right to protect the Intellectual Property solely owned by such Party at such Party’s sole discretion, including deciding whether and how to file and prosecute applications to register software, patents, copyrights (including in software) and mask work rights included in such Intellectual Property, whether to abandon prosecution of such applications and whether to discontinue payment of any maintenance or renewal fees with respect to any patents.  With respect to Joint Foreground IP, the Parties shall retain such rights jointly and make all such decisions jointly; provided that, they may designate one Party to lead such decisions.  All costs and expenses shall be shared equally by the Parties sharing an interest in any Joint Foreground IP.
Section 6.14.    Third Party Infringements, Misappropriations and Violations.  Each Party shall promptly notify the other Party in writing of any actual or possible material infringement, misappropriation or other violation by a third party of any Intellectual Property of the other Party being licensed hereunder that comes to such first Party’s attention.  Such first Party shall also promptly notify the other Party of the identity of such third party and any evidence of such infringement, misappropriation or other violation within such first Party’s custody or control that such first Party is reasonably able to provide.  The Party having exclusive rights in a field during any period (“First Party”) shall have the sole right to determine whether any action shall be taken in response to such infringements, misappropriations or other violations at such First Party’s sole discretion in such field during such period.  The other Party shall reasonably cooperate in such enforcement, including joining as required as a necessary party to any such action.  The First Party (and the other Party if such other Party joins such action) shall agree on the division of all recoveries and costs associated with any such enforcement as well as any settlement proceeds or judicial awards arising from such enforcement.  
Section 6.15.    Abandonment of Foreground IP.  
(a)    GE Aviation shall provide (i) reasonable notice to BHGE at least thirty (30) days prior to any intentional abandonment by GE Aviation of any patent owned by GE Aviation or one of its Affiliates and included in the GE Aviation Foreground IP (the “GE Aviation Option Patents”), provided that, in no event shall any sale, conveyance, assignment, lease, license or other transfer of any GE Aviation Option Patent be construed as an abandonment of such GE Aviation Option Patent under this ‎Section 6.15, and (i) the opportunity for BHGE, by providing GE Aviation with written notice within seven (7) days of receiving such notice from GE Aviation, to obtain ownership of any such GE Aviation Option Patent for no additional cost or expense but subject to BHGE’s obligation to bear all costs and expenses of prosecution, maintenance, and enforcement or otherwise in connection with such GE Aviation Option Patent thereafter.  In the event that BHGE timely elects to obtain such ownership with respect to any such GE Aviation Option Patents, then (A) GE Aviation and/or its Affiliates, as applicable, shall execute all documents reasonably requested and necessary to transfer all of GE Aviation’s right, title and interest in such GE Aviation Option Patents to BHGE and/or one of its Affiliates, as applicable, and all out-of-pocket costs associated with recordations of such assignments shall be at BHGE’s sole expense, and (B) upon assignment of such GE Aviation Option Patents, such GE Aviation Option Patents shall be deemed to be licensed to GE Aviation under this Agreement as BHGE Foreground IP.  If BHGE does not exercise the 


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option to obtain such ownership within the foregoing seven (7) day period, GE Aviation and its Affiliates may abandon the GE Aviation Option Patents.
(b)    BHGE shall provide (i) reasonable notice to GE Aviation at least thirty (30) days prior to any intentional abandonment by BHGE of any patent owned by BHGE included in the BHGE Foreground IP (the “BHGE Option Patents”), provided that, in no event shall any sale, conveyance, assignment, lease, license or other transfer of any BHGE Option Patent be construed as an abandonment of such BHGE Option Patent under this ‎Section 6.15, and (i) the opportunity for GE Aviation, by providing BHGE with written notice within seven (7) days of receiving such notice from BHGE, to obtain ownership of any such BHGE Option Patent for no additional cost or expense but subject to GE Aviation’s obligation to bear all costs and expenses of prosecution, maintenance, and enforcement or otherwise in connection with such BHGE Option Patent thereafter.  In the event that GE Aviation timely elects to obtain such ownership with respect to any such BHGE Option Patents, then (A) BHGE and/or its Affiliates, as applicable, shall execute all documents reasonably requested and necessary to transfer all of BHGE’s right, title and interest in such BHGE Option Patents to GE Aviation and/or one of its Affiliates, as applicable, and all out-of-pocket costs associated with recordations of such assignments shall be at GE Aviation’s sole expense, and (B) upon assignment, such BHGE Option Patents shall be deemed to be licensed to BHGE under this Agreement as GE Aviation Foreground IP.  If GE Aviation does not exercise the option to obtain such ownership within the foregoing seven (7) day period, BHGE may abandon the BHGE Option Patents.
Section 6.16.    Cooperation Regarding Restrictions and Limitations Applicable to Licensed Intellectual Property.  Each Party, at the request of the other Party, agrees to use commercially reasonable, good-faith efforts to provide such other Party such copies of agreements (subject to any confidentiality restrictions that would prevent disclosure of such agreements) or other information (including summaries of the applicable limitations) that are sufficient to inform such other Party about any limitations or restrictions on the use of the Intellectual Property licensed to it hereunder, as applicable, or other specific Intellectual Property licensed hereunder and identified by such other Party in writing to such Party, which has not already been provided to such other Party and which is not otherwise in the possession of such other Party.  Such Party shall not have any liability to such other Party resulting or arising from the failure or inability to provide such agreements or information.  
Section 6.17.    Embedded Software License.  
(a)    License to Software.  GE Aviation hereby grants BHGE a non-transferable (except to end users as embedded in the LM Products or Spare Parts that have executed an agreement to be bound by the terms of this ‎Section 6.17), non-sublicensable, non-exclusive license to use the software embedded or provided with LM Products, Spare Parts or Deliverables (“Software”) strictly in accordance with this ‎Section 6.17.
(b)    Use.  BHGE and such end users of the LM Products and Spare Parts may use the Software solely for the purpose of integrating the LM Products or Spare Parts with its own systems, and for operating the LM Products.  In connection with this purpose, use of the Software by BHGE and such end users of the LM Products and Spare Parts includes copying or saving 


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software and data in the data processing unit, executing programs, data processing and making copies in machine readable format, and connecting Software with other data processing programs.  
(c)    Restrictions.  BHGE and such end users shall not: (i) make any changes, translations of other amendments to the Software, (i) make any back translation of the Software in the form of source programs or in other forms, or (i) change any protection or ownership notices in the Software, such as copyright notices and reservations of rights (and BHGE shall retain all such notices in any copies made by BHGE).  BHGE cannot reverse engineer, decrypt, extract, reproduce, or cause the reproduction of any Software, unless expressly authorized by GE Aviation.
(d)    No Access.  BHGE shall not grant access to the Software in any form to any third party other than such end users as permitted herein, without the prior written consent of GE Aviation.
(e)    Transfer Restriction.  BHGE shall not transfer the Software or the license under this ‎Section 6.17, or permit the use of Software by a third party other than with a sale of the LM Products to such end users as permitted herein, without the prior written consent of GE Aviation.  Any attempted transfer or use without GE Aviation consent shall be void.
Section 6.18.    IP Indemnification.  
(a)    GE Aviation IP Indemnification Obligation.  GE Aviation shall indemnify, defend and hold harmless the BHGE Indemnitees from and against any and all Liabilities incurred by the BHGE Indemnitees arising from a third party claim alleging that any portion of the LM Products or Spare Parts, in each case supplied by or on behalf of GE Aviation under this Agreement, infringes or misappropriates Intellectual Property; provided that, with respect to any such portions provided by any RSP, in such cases where the RSP is responsible for the infringement (and is not merely following the detailed specifications or directions of GE Aviation), the foregoing obligations of GE Aviation shall apply only to the extent that such RSP owes comparable obligations to GE Aviation.
(b)    Notice of Claims.  BHGE will promptly notify GE Aviation in writing of such claims and give GE Aviation full authority, information and assistance for the defense and resolution of such claims.  
(c)    Exclusions.  The remedies described in this ‎Section 6.18 do not apply to any product ‎(1) not purchased by BHGE from GE Aviation; or ‎(1) that was modified, combined with other items (except for such combinations of LM Products or Spare Parts provided by or on behalf of GE Aviation), or was not used for its intended purpose, in each case where such modification or combination results in the infringement; or (1) that was supplied by BHGE or manufactured by GE Aviation according to BHGE’s detailed specifications or directions (“BHGE’s Instructions”), where a claim under ‎Section 6.18(a) resulted from GE Aviation’s use or reliance on BHGE’s Instructions.  With respect to products not manufactured by GE Aviation, any indemnity given by the manufacturer thereof to GE Aviation shall apply to BHGE. 


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(d)    Apportionment.  Notwithstanding anything herein to the contrary, GE Aviation shall only bear an indemnification obligation with respect to the value of the portions of the LM Products and Spare Parts supplied by or on behalf of GE Aviation and not the value of the products and systems provided by an RSP or sold by or on behalf of BHGE.
(e)    Sole and Exclusive Liability.  Without limiting GE Aviation’s obligations or rights, as applicable, under Section 8.01(f), Section 9.07(f), and Section 9.08, the obligations recited in this ARTICLE constitute the sole and exclusive liability of GE Aviation under this Agreement for actual or alleged Intellectual Property infringement, including with respect to the LM Products and Spare Parts.
Section 6.19.    Use of Trademarks.  Without limiting any rights granted pursuant to that certain Trademark License Agreement, dated as of July 3, 2017, between GE and BHGE (as amended, restated, modified or supplemented from time to time in accordance with its terms), GE and BHGE will enter into, subject to the terms and conditions of this Agreement and GE’s standard brand guidelines, and negotiated based off of GE’s standard joint venture trademark license agreement with such modifications as the parties may agree to acting reasonably and in good faith, a royalty-free, non-transferable and non-exclusive right and license to the Licensed Trademarks in connection with (a) the marketing, promotion, demonstration, distribution, sale, offer for sale, and servicing (other than repair services) of the LM Products and Spare Parts, NPI and Services to the extent utilized by BHGE, whether as a component or otherwise, as part of its activities in the BHGE Field of Use and (a) Repairs and Repair Services approved by GE Aviation for co-branding as set forth in Section 7.09(c) and provided or performed in accordance with ‎Section 7.09 and ‎Section 7.10.  The foregoing license shall not be dependent upon any GE ownership interest in BHGE.
ARTICLE 7     
 
PROVISION OF LM PRODUCTS, SPARE PARTS AND SERVICES
Section 7.01.    Purchase Orders.  
(a)    Orders.  BHGE shall issue purchase orders (each, a “PO”) to GE Aviation to implement its purchase of the quantities of LM Products, Spare Parts and Services that BHGE desires to purchase hereunder in accordance with this ‎Section 7.01 and the agreed upon Lead Times pursuant to ‎Section 7.02(c).  
(b)    Applicability and Treatment of POs.  
(i)    Binding Commitments.  Each PO shall represent a binding commitment by BHGE to purchase and, upon acceptance, a binding commitment by GE Aviation to supply, such LM Products, Spare Parts and Services in accordance with the terms of this Agreement and the GE Aviation Supplemental Terms.  For the avoidance of doubt, GE Aviation has an obligation to accept all POs from BHGE that comply with the terms of this Agreement.


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(ii)    PO Modification Agreements.  In order to ensure that GE Aviation is aware of and can expressly agree to and comply with each PO, including as may be requested to meet the specification and contractual requirements of BHGE or BHGE’s end customer, should BHGE wish to modify, revise, supplement or supersede any of the terms and conditions set forth in this Agreement or the GE Aviation Supplemental Terms (the “PO Modifications”), BHGE shall make such request to GE Aviation and, should GE Aviation agree, the Parties will execute a separate written agreement detailing the agreed PO Modifications, which agreement, in order to be effective, must be executed by the GE Aviation Alliance Manager, or his or her delegatee, which agreement shall then be reflected on the body of the PO (each, a “PO Modification Agreement”).  
(iii)    Application of PO.  This Agreement shall apply to all POs issued by BHGE or any of its Affiliates to GE Aviation on or following the Trigger Date during the Term.  No pre-printed, click through, click-wrap or reverse side terms and conditions included in document(s) of either Party, other than the GE Aviation Supplemental Terms, shall be binding or have any legal effect whatsoever on this Agreement and/or any POs.  In the event of any conflict between a PO and the main body of this Agreement, the main body of this Agreement will govern, except for a PO Modification Agreement reflected on the PO.
(c)    PO Contents.  All POs issued by BHGE or any of its Affiliates pursuant to this Agreement shall contain at least the following detail:  
(i)    a PO number;
(ii)    a specific LM Product, Spare Part or Service description or reference and scope of supply or provision;
(iii)    the required delivery or provision date(s) or forecasted date(s);
(iv)    the Applicable Prices as determined in accordance with ‎Section 7.03 and ‎Section 7.04 of this Agreement;
(v)    if applicable, the quantities to be released for delivery;
(vi)    if applicable, a reference to the applicable PO Modification Agreement; and
(vii)    a statement on the face of the PO that reads as follows: “The parties agree that, notwithstanding any reference to any other document, this purchase order shall be governed by that certain Bridge Supply and Technology Development Agreement entered into by and between General Electric Company, a New York corporation (“GE”), acting through its GE Aviation business unit, and Baker Hughes, a GE company, LLC, dated as of July 31, 2019 (as amended, modified or supplemented from time to time in accordance with its terms)”; provided that the 


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terms of this Agreement shall apply and govern notwithstanding the absence of such statement on the face of any PO between the Parties during the Term of this Agreement.
(d)    Change Orders and Scheduling POs.  
(i)    All delivery or provision dates, shipping instructions, quantities ordered and other like terms of a PO may be revised upon the issuance by BHGE to GE Aviation of a change order in writing; provided that any and all changes set forth in such change orders must first be mutually agreed to by and between BHGE and GE Aviation.  GE Aviation shall not be obligated to proceed with any requested changed or extra work, or other terms, until the price of such change and its effect on the scheduled delivery date(s) have been agreed upon and effected by a change order.
(A)    If any such change results in an increase or decrease in the cost or time required for the performance of the work under the PO, there shall be a mutually agreed upon equitable adjustment of the PO price and the scheduled delivery or provision date(s).  
(B)    If BHGE requests a change to an LM Product, Spare Part or Service under an issued PO within the Lead Time, which results in materials that GE Aviation cannot otherwise utilize or convert into an LM Product, Spare Part, or Service for BHGE in a reasonable time, GE Aviation shall work with BHGE to either (x) scrap parts (and charge BHGE the direct, reasonable and documented costs incurred, provided that GE Aviation will use reasonable efforts to reduce such costs) or (y) finish conversion (and charge BHGE the Applicable Price for the LM Product, Spare Part of Service set forth in the related PO).  BHGE shall pay for all work that GE Aviation commenced for which GE Aviation has incurred costs under the PO prior to any quantities being decreased.  If there are completed parts or modules from a prior PO that are owned by BHGE and both Parties can find an alternative use for such parts or modules for future sale, then BHGE shall consign such materials as customer furnished material to GE Aviation.
(ii)    GE Aviation agrees to provide a schedule and confirmation of completion/shipment date(s) at the time a PO is placed and accepted; provided that, none of these schedules or confirmations shall modify any applicable agreed upon delivery date(s) set forth in the relevant POs as accepted by GE Aviation.  Subject to appropriate safeguards for the protection of GE Aviation’s and its Affiliates’ proprietary or confidential information and upon reasonable advance request, GE Aviation also agrees to allow BHGE’s staff regular access to its facilities to review the PO status and quality, and to provide a monthly report on schedule status.  In the event that any PO falls behind schedule, GE Aviation shall (a) provide a detailed schedule and report on the recovery actions as needed with regard to the status of the PO completion and (b) allow for on-site expediting by BHGE or an agent appointed by them.


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(e)    Acceptance of POs.  All POs, acceptances, change orders and other writings or electronic communications between the Parties, regardless of whether stated on the face of the PO or not, shall be governed by this Agreement.
Section 7.02.    Terms and Conditions of Purchase.  
(a)    Terms and Conditions of Purchase.
(i)    Purchases made by BHGE of LM Products, Spare Parts and Services shall be subject to the following:
(A)    the terms of this Agreement;
(B)    the applicable GE Aviation Supplemental Terms;
(C)    the terms of any PO Modification Agreement; and
(D)    the terms contained in POs accepted hereunder.
(ii)    In the event of a conflict, the following order of precedence will prevail:
(A)    the terms of any PO Modification Agreement
(B)    the terms of this Agreement, excluding the applicable GE Aviation Supplemental Terms;
(C)    the applicable GE Aviation Supplemental Terms; 
(D)    the terms of any POs issued hereunder; and 
(E)    drawings, specifications and related documents specifically incorporated by reference herein or in any PO.
(iii)    2017 Supply Agreement.  Effective as of the Trigger Date, no LM Products, Spare Parts or Services offered pursuant to this Agreement shall be available for supply or purchase (as applicable) under the Amended and Restated Supply Agreement, dated as of November 13, 2018, between GE and BHGE.


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(b)    Liquidated Damages for Delayed Deliveries.
(i)    Liquidated Damages.  Beginning on January 1, 2020, if GE Aviation fails to (1) deliver LM Products to BHGE within the established Lead Times as described in ‎Section 7.02(c) below or as otherwise agreed in the PO Modification Agreement or (1) satisfy its Repair obligations or its Engineering Services obligation in accordance with the established completion times for such Repairs or Engineering Services as agreed upon by the Parties, then GE Aviation shall be responsible for paying BHGE liquidated damages based on the rates set forth below. 
(ii)    Rates.  Subject to the conditions set forth below, to the extent GE Aviation is required to pay liquidated damages to BHGE, the liquidated damages for the delayed delivery of (1) LM Products (other than with respect to LM9000 OE Parts which is covered by the following subsection ‎(2)), shall be calculated based on the following rates: (A) in 2020, liquidated damages shall be equal to one-quarter percent (0.25%) of the price of the LM Product, Repair or Engineering Service to be delivered or provided per week of delay up to three percent (3%), with a one-week grace period to cure the delay, and (B) in 2021 and beyond, liquidated damages shall be equal to one-half percent (0.5%) of the price of the LM Product, Repair or Engineering Service to be delivered or provided per week of delay up to six percent (6%), with a one-week grace period to cure the delay, and (1) underlying LM9000 OE Parts shall be calculated based on the following rates: (A) in 2019 through 2021, liquidated damages shall be equal to zero percent (0%) while the margins are equal to zero percent (0%), (B) in 2022, liquidated damages shall be equal to one-quarter percent (0.25%) of the price of the LM Product, Repair or Engineering Service to be delivered or provided per week of delay up to three percent (3%), with a one-week grace period to cure the delay, and (C) in 2023 and beyond, liquidated damages shall be equal to one-half percent (0.5%) of the price of the LM Product, Repair or Engineering Service to be delivered or provided per week of delay up to six percent (6%), with a one-week grace period to cure the delay.  
(iii)    Conditions.  
(A)    BHGE shall only be entitled to receive liquidated damages from GE Aviation to the extent that GE Aviation and its sub-tier suppliers, including GE Aviation-managed RSPs, have caused the delay and BHGE has paid some damages, whether as liquidated damages, concessions, discounts, or other settlement mechanisms as a result of such delay to BHGE’s end customer or has incurred in extra costs due to GE Aviation delay (including expedited shipment in accordance with ‎Section 7.02(b)(iii)(B) below); provided that in no event shall the liquidated damages exceed the rates set forth above for the period of any GE Aviation delay of an LM Product, Repair or Engineering Service.  This subsection ‎(A) shall not apply to delays in the provision of Engineering Services, which shall be due in any event of delay as per the terms set forth above.


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(B)    BHGE shall use all reasonable efforts in its negotiations with customers to minimize such liquidated damages from GE Aviation.  
(C)    GE Aviation shall not be liable for paying liquidated damages in the following circumstances: to the extent such products are ordered within a period shorter than the applicable LM Products Lead Time (e.g., lead time for a product is forty (40) weeks and order dropped in with only 20-week lead time); provided that liquidated damages are applicable for any week of delay in excess of the applicable LM Products Lead Time, with such LM Products Lead Time calculated from the time such order was placed.
(D)    With the exception of the first four ‎(4) production units, GE Aviation shall not be liable for paying any liquidated damages (if any would be due in accordance with this ‎Section 7.02(b)) associated with the delivery of the LM9000 full engine, provided that GE Aviation shall remain responsible for liquidated damages as it relates to delayed delivery of LM9000 OE Parts.  
(E)    GE Aviation shall not be liable for any liquidated damages for the delay in delivery of LM Products or Repairs to BHGE for any deliveries or provision of Aftermarket Services during the 2019 calendar year.
(c)    Lead Time.  
(i)    GE Aviation shall establish and notify BHGE from time to time of certain lead times for the time between when BHGE initiates a PO for LM Products, Spare Parts and Services and the time such LM Products, Spare Parts and Services are delivered based on existing supplier market dynamics and consistent with past practice (“Lead Times”); provided that GE Aviation shall use reasonable commercial efforts to deliver to BHGE such LM Products, Spare Parts and Services in a shorter delivery time than the agreed Lead Time.
(ii)    Through the APCC and in accordance with the principles of the APCC, both Parties shall collaborate on Lead Time reduction ideas through new supplier development, opportunities to kit material, and lean principles with a goal to reducing Lead Time from order to delivery.  Lead Times for engine configurations (such as the G4) that have not been purchased for twelve (12) months will be adjusted based on supplier market conditions; provided that, any issues related to this may be brought for consideration to the APCC.  
(iii)    BHGE shall submit PO(s) in good faith to GE Aviation for LM Products, Spare Parts and Services consistent with the established Lead Times.  
(iv)    Without the prior approval of the APCC, BHGE may not (1) double its delivery volume for production engines for any particular LM Product from year to year nor ‎(1) exceed 150% of the aggregate delivery volume for all LM Products 


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from the prior year; provided that for Spare Parts, should BHGE require a greater volume, GE Aviation will work in good faith to meet the increased volume request.
(d)    Forecast.  BHGE shall provide the GE Aviation members of the APCC a five (5) year rolling forecast for the LM Products, Spare Parts and Services to facilitate a smooth sales and operating plan process that BHGE shall update twice per year (“Forecast”).  Each Forecast is non-binding and is for general planning purposes; provided that BHGE shall use reasonable efforts to promptly provide any updates to a Forecast in the event there are material changes in a Forecast.
(e)    Product Quality.  All quality control exercised in the manufacture and supply of LM Products and Spare Parts shall be in accordance with applicable law and GE Aviation’s normal quality control policies and meet the applicable PO specification performance requirements at the time of delivery, including power, efficiency and emissions requirements.
(f)    Transfer of Title and Risk of Loss.  Subject to ‎Section 3.03, and notwithstanding the historical practice prior to the Trigger Date, GE Aviation will be responsible for inventory related to raw materials and work in process (WIP).  Upon delivery as set forth in the GE Aviation Supplemental Terms, title and risk of loss of the LM Products and Spare Parts shall pass to BHGE.  
Section 7.03.    Pricing – LM Products, Spare Parts and Aftermarket Services.  
(a)    Pricing – LM Products and Spare Parts.  The LM Products and Spare Parts  shall be sold to BHGE at a price equal to the Cost Baseline divided by the amount that is one ‎(1) minus the Margin Percentage (as converted into a decimal number) (the “Supply Product Price”).  For the avoidance of doubt, the Applicable Price shall be calculated as of the date of PO placement or delivery date, as follows:
(i)    for LM9000 OE Parts, (A) from 2019 through 2023, as of the delivery date, and (B) from and after January 1, 2024, as of the date of PO placement; and
(ii)    for all LM Products (other than the LM9000) and Spare Parts, (A) from 2019 through 2021, as of the delivery date, and (B) from and after January 1, 2022, as of the date of PO placement.  
(b)    Pricing – Aftermarket Services.  The Aftermarket Services shall be sold to BHGE at a price equal to the Cost Baseline divided by the amount that is one ‎(1) minus the Margin Percentage (as converted into a decimal number), other than for Repairs sold to BHGE in 2019, which shall be sold at a price equal to such price as listed in the Component Repair Directory (“CRD”) minus thirty percent (30%) (the “Aftermarket Services Price”).
(c)    Product Cost.  The calculation and elements of Product Cost shall be consistent with the historical product cost allocation used between GE Aviation and BHGE.  For clarity, Product Cost does not include any internal GE Aviation profit or mark-up.
(d)    Cost Baseline – Determination and Reset.


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(i)    Cost Baseline.  The “Cost Baseline” shall mean, as of a particular date, the average Product Cost over the twenty-four (24)-month period immediately preceding such date using GE Aviation’s standard cost allocation applicable to the LM Products, Spare Parts and Services as of the Trigger Date; provided, that if GE Aviation implements a change to its accounting for product cost (e.g., move from average actual to standard costing), GE Aviation will update future Cost Baselines using its new methodology but will not substantially or materially change any of its cost elements as agreed to in this Agreement and such cost elements shall continue to be consistent with the historical cost elements used between GE Aviation and BHGE, as set forth in Schedule 14.  Further, no costs associated with RSP Materials, liquidated damages or warranty shall be included in any such costs. 
(ii)    Cost Baseline Determination.  GE Aviation shall, promptly following the Trigger Date, determine the Cost Baseline for all existing LM Products, and such Cost Baseline shall be applicable to the LM Products until GE Aviation resets the same in accordance with ‎‎Section 7.03(d)(iii) below.
(iii)    Cost Baseline Resets.  
(A)    For all LM Products other than the LM9000, GE Aviation shall reset such Cost Baseline, effective as of January 1, 2024 and calculated as of September 30, 2023, and each five (5) year anniversary thereafter to be notified in writing at least forty-five (45) days before the effective reset date to BHGE for review, providing all relevant details necessary to assess the calculation.  
(B)    For the LM9000, GE Aviation shall reset the Cost Baseline on January 1, 2019, and each one (1) year anniversary thereafter through January 1, 2024, and shall thereafter reset the Cost Baseline on each five (5) year anniversary thereafter to be notified in writing at least forty-five (45) days before the effective reset date to BHGE for review, providing all relevant details necessary to assess the calculation.
(e)    No RSP Materials Costs.  No costs associated with RSP Materials shall be included in any GE Aviation revenues, Cost Baseline, or Applicable Price hereunder.
(i)    Cost-Out Projects.  Any significant cost out projects identified by BHGE, for which BHGE wishes to provide funding and capture the cost benefits prior to any reset of the Cost Baseline will be brought to the APCC for agreement on implementation timing and any associated re-pricing to reflect the cost out initiative within the existing Applicable Price (e.g., re-engineering a part for cost out) without waiting for the reset of the Cost Baseline.  Any benefits from BHGE‐funded cost out projects (if any) will be shared equally by the Parties.  GE Aviation should use actual PO pricing (if available) or best estimates of Product Costs and Engineering Services Costs for estimates which are used in APCC reviews as part of joint cost-out efforts or changes in configuration that may result in cost-in.


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(ii)    Costs Associated with Changes to Product Configurations or Specifications.  Any changes to configuration or product specification to any product in the LM Product Lines requested by BHGE for product management reasons (including significant module upgrades) that result in increased cost prior to the reset of the Cost Baseline for such product will be brought to the APCC for agreement on implementation timing and any associated re-pricing to reflect such increased cost in the existing Applicable Price.  GE Aviation should use actual PO pricing (if available) or best estimates of Product Costs and Engineering Services Costs for estimates which are used in APCC reviews as part of joint cost-out efforts or changes in configuration that may result in cost-in.
Section 7.04.    Pricing – Engineering Services.  
(a)    Engineering Services Price.  The Engineering Services shall be sold to BHGE at a price equal to the Engineering Services Cost (as defined below) divided by the amount that is one ‎(1) minus the Margin Percentage (as converted into a decimal number) (the “Engineering Services Price”).  The Engineering Services Price will be billed based on actual Engineering Services Cost and will be billed on a regular basis that shall be no less than quarterly.
(b)    Engineering Services Cost.  
(i)    The “Engineering Services Cost” shall mean, for any project (e.g., new repair substantiation), part (e.g., MRB support), or LM Product Line the aggregate of the following three types of costs: ‎(1) the cost of Engineering Services provided, which is equal to the sum of the products of (a) the relevant engineering hours, based on location applied towards the project, part, or LM Product Line multiplied by (b) the compensation and benefits (i.e., labor costs), relevant depreciation, indirect costs, and overhead (the “Engineering Rates”) for such relevant engineering team based on location as updated at least annually by GE Aviation; ‎(1) any costs for engineering purchased services associated with a specific project, part, or LM Product Line; and (1) any support or parts provided by a GE Aviation production, development, test, or assembly shop to Engineering Services, which is costed based on the Product Cost.  
(ii)    The calculation and elements of Engineering Services Cost shall be consistent with the historical engineering cost allocation used between GE Aviation and BHGE.  For clarity, GE Aviation will continue to use and apply its internal engineering rates as used for its public financial statements today.  In addition, Engineering Services Cost does not include any internal GE Aviation profit or mark-up.
(iii)    For avoidance of doubt, the determination of which engineers will be utilized to provide the Engineering Services will be at GE Aviation’s sole discretion; provided that GE Aviation will ensure engineers are similarly qualified and experienced as those utilized in the remainder of its business.


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Section 7.05.    Lump Sum Payment.  BHGE shall pay GE Aviation a lump sum payment in accordance with Schedule 5 of this Agreement and subject to Section 6 of the Side Agreement.  For clarity, LM9000 (until January 1, 2024), MRB costs, and SG&A costs incurred by GE Aviation are not included in the calculation of the lump sum payment. 
Section 7.06.    Other Pricing and Costs.
(a)    MRB.  BHGE shall pay GE Aviation for GE Aviation’s engineering support in manufacturing known as “MRB” at the Cost Baseline for such support, provided that ‎(1) if such amounts exceed a threshold of seven (7) million U.S. dollars in any Contract Year, BHGE shall only pay fifty percent (50%) of any such amounts that exceed such threshold and (1) no such amounts for the LM9000 and any Derivatives of the LM9000 shall be applied towards such threshold until after January 1, 2024.  Until January 1, 2024, BHGE shall pay GE Aviation for all MRB costs associated with the LM9000 and any Derivatives of the LM9000 at the Cost Baseline for such support.
(b)    Specialized Tooling Costs.  On behalf of BHGE and at BHGE’s cost, GE Aviation will procure or produce specialized tooling (i.e., specific to a product line) required for the BHGE LM Products, which will be owned by BHGE and subject to a bailment.
(c)    Additional Charges and Payments.  Charges in addition to those determined by the applicable pricing methodology (including charges in respect of terms pursuant to ‎Section 7.02(a)(i)(C)) shall be agreed to in writing by BHGE and GE Aviation.  Pricing for categories of LM Products not established as of the Signing Date shall be determined based on pricing methodologies used by GE Aviation for pricing such LM Products during the twenty-four (24) month period immediately preceding the Trigger Date and in the absence of past orders on an arms’ length basis.
(d)    Applicable Price Basis.  The Applicable Price is based on GE Aviation’s design, manufacture and delivery of the LM Products, Spare Parts and Services pursuant to (a) its design criteria, manufacturing processes and procedures and quality assurance program, (b) those portions of applicable industry specifications, codes and standards in effect as of the date of the PO that are applicable to the LM Products, Spare Parts and Services, (c) United States Federal, State and local laws and rules of foreign Governmental Entities in effect and applicable to the LM Products, Spare Parts and Services on the date of the PO, and (d) the specifications set forth in the PO.
Section 7.07.    Payment Terms; Taxes; and Audit.  
(a)    Payment Terms.  All payments shall be made in accordance with the relevant payment provisions in the GE Aviation Supplemental Terms.
(b)    Taxes.  
(i)    Notwithstanding ‎Section 7.07(a), pricing is exclusive of, and BHGE shall bear and timely pay, any and all sales, use, value-added, transfer and other similar Taxes (and any related interest and penalties) imposed on, or payable with 


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respect to, any purchases made by BHGE pursuant to this Agreement; provided that (A) to the extent such Taxes are required to be collected and remitted by GE Aviation, BHGE shall pay such Taxes to GE Aviation upon receipt of an invoice from GE Aviation, and (A) for the avoidance of doubt, subject to ‎Section 7.07(b)(ii), such pricing shall be inclusive of, and GE Aviation shall bear, any overall income and similar Taxes imposed on or payable by GE Aviation.
(ii)    Withholding.  All payments by BHGE pursuant to this Agreement shall be free of all withholdings of any nature whatsoever except to the extent otherwise required by Law, and if any such withholding is so required, BHGE shall pay an additional amount such that after the deduction of all amounts required to be withheld, the net amount actually received by GE Aviation shall equal the amount that GE Aviation would have received if such withholding had not been required; provided that, BHGE shall not be required to pay any such additional amount if any deduction or withholding from any payment made by BHGE under this Agreement is required solely and directly as a result (A) of an assignment by GE Aviation to a foreign affiliate pursuant to ‎Section 9.10, or (A) of any action by GE Aviation that is not in accordance with the provisions of this Agreement, in each case, that was not at the request of BHGE.
(c)    Cooperation.  The Parties will cooperate with each other in good faith to minimize the imposition of, and the amount of, Taxes described in ‎Section 7.07(b).
(d)    Audits.  
(i)    Cost Baseline Audit.  Upon ten (10) days’ advanced written notice following a Cost Baseline reset pursuant to ‎‎Section 7.03(d)(iii), but not later than ninety (90) days following such Cost Baseline reset, BHGE may audit (through an independent internationally recognized third party auditor appointed by BHGE), during regular business hours and in a manner that complies with the building and security requirements of GE Aviation, the books, records and facilities and any other relevant document of GE Aviation to the extent reasonably necessary to determine that the costs are accurately recorded and in line with GE Aviation’s accounting standards and historical practices.  Such documentation should be provided by GE Aviation in a timely manner to allow the audit completion by planned effectiveness of the new Cost Baseline.  Any audit conducted under this ‎‎Section 7.07(d) shall not interfere unreasonably with the operations of GE Aviation.  BHGE shall pay the costs of conducting such audit, unless such audit reveals a discrepancy between the Cost Baseline reset calculation provided by GE Aviation and the result of the audit conducted by BHGE in excess of five percent (5%), in which case GE Aviation shall be responsible for such costs and provided that in any event the Cost Baseline reset should be modified accordingly to the audit result, whether an increase or decrease as appropriate.  All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement.  
(e)    Audit For Compliance with Agreement.  Upon thirty (30) days’ advanced written notice, on a bi-annual basis, either Party may audit the other (through an independent internationally recognized third party auditor appointed by the auditing Party), during regular business hours and in a manner that complies with the building and security requirements of the 


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other Party, the books, records and facilities and any other relevant document of the other Party to the extent reasonably necessary to determine such Party’s compliance with this Agreement.  Any audit conducted under this ‎Section 7.07(d) shall not interfere unreasonably with the operations of the other Party.  Any audit costs shall be borne by the Party requesting the audit.  All information learned or obtained from such audit shall be deemed Confidential Information for purposes of this Agreement.  
Section 7.08.    Revenue Share Participant Management.  
(a)    GE Aviation Obligations for Existing Product Lines.  GE Aviation shall assume fulfilment, logistics and planning responsibilities for all RSPs on all existing LM Legacy Product Lines and associated LM Products or Spare Parts.  GE Aviation shall also be responsible for making payments to RSPs on the existing LM Legacy Product Lines and associated LM Products or Spare Parts. GE Aviation shall retain the RSP contractual management fees (i.e.: deductions and drags) for RSPs in consideration of GE Aviation’s RSP responsibilities provided for in this Agreement. 
(b)    BHGE Obligations for Legacy LM Product Lines.  BHGE shall pay GE Aviation for all RSP Materials at a price equal to the RSP Materials price (gross of any RSP contractual management fees (i.e.: deductions or drags)).  For the avoidance of doubt, GE Aviation will not charge BHGE any Margin Percentage on RSP Materials. 
(c)    BHGE Obligations for the LM9000.  BHGE and GE Aviation shall work together to jointly define responsibilities associated with the fulfilment, logistics and planning responsibilities for the RSP introduced by BHGE in the LM9000 Product Line.  For the avoidance of doubt, BHGE will be responsible to make all payments to such RSP for the LM9000 Product Line in accordance with existing payment terms with such RSP.  GE Aviation shall not be held liable for any damages associated with the assembly work completed by any LM9000 RSPs, so long as any necessary parts supplied by GE Aviation were provided in a timely manner as set forth in the production schedule.
(d)    Future Product Lines.  BHGE shall have the authority and right to propose new RSPs for LM Products and Spare Parts as part of new production introductions relating to aero-derivative gas turbines under one or more Technology Development Program Plans.   GE Aviation shall have final approval on which parts are open for RSP and what technology shall be shared with RSPs, provided that to the extent that GE Aviation does not approve such RSP, GE Aviation has a rational basis for exclusion (including safety concerns).  BHGE shall have the right to veto the introduction of new RSPs if it can demonstrate a material impact on its service revenue or an IP leakage concern.  As part of the development of any future LM Product Line, BHGE and GE Aviation shall work together to honor and comply with any then-existing contractual arrangements with GE Aviation’s RSPs.
(e)    Management of RSP Obligations.  The Parties intend that the RSPs shall remain liable for warranty and delivery of their hardware as set forth in their contractual arrangements and GE Aviation shall be responsible for collection of damages from such RSPs for breach of their contractual arrangements, provided that: GE Aviation shall be responsible for delays 


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in the delivery of RSP scope and thus shall be entitled to seek damages from the RSPs for delay.  The Parties will work together to review current RSP arrangements and determine appropriate mechanisms for effectuating this ‎Section 7.08(e), which may include assignment of RSP agreements from GE Aviation to BHGE, taking into consideration relevant limitations in RSP contractual arrangements; provided that, such mechanisms result in a financially neutral impact to GE Aviation, BHGE and the RSP and are effectuated jointly.  
Section 7.09.    Introduction and Substantiation of New Repairs and Spare Parts.  
(a)    Advanced Components.  
(i)    Introduction and Substantiation Process for New Advanced Repairs and Advanced Spare Parts.  
(A)    For the introduction by either Party of any (A) New Advanced Repairs that will repair Advanced Components or (B) Advanced Spare Parts (e.g., industrial parts) that will replace Advanced Components, such New Advanced Repairs and such Advanced Spare Parts must be submitted to GE Aviation’s engineering substantiation for approval before implementation, and GE Aviation shall submit the substantiation results of its engineering team to the APCC, including its determination of approval or disapproval of the proposed implementation.  If GE Aviation’s engineering team approves a proposed New Advanced Repair or New Advanced Spare Part, then implementation and execution of such New Advanced Repairs or New Advanced Spare Parts shall be made in accordance with the terms of ‎Section 7.10.
(B)    If GE Aviation’s engineering team does not approve any such New Advanced Repair or Advanced Spare Part through the substantiation process, then GE Aviation must provide BHGE a rationale for such disapproval, including whether or not such disapproval is for a safety reason (“Unapproved Repair” or “Unapproved Spare Part”).  If BHGE wishes to implement and execute any New Advanced Repair or New Advanced Spare Part despite the GE Aviation engineering team’s disapproval, then such implementation may only be made if: (1) in the case of disapprovals for safety reasons, approval is provided by the APCC, and in such case, the execution is made in accordance with ‎Section 7.09(a)(ii), and (1) in the case of disapproval for reasons other than safety, the execution shall be made subject to, and in accordance with, ‎Section 7.09(a)(iii). 
(ii)    Disapproval for Safety Reasons.  Any proposed New Advanced Repairs, or Advanced Spare Parts that are disapproved by GE Aviation’s engineering team for safety reasons, which are supported by sufficient evidence, may be reviewed by the APCC, and may only be implemented by BHGE if the APCC unanimously approves doing so, and subject to any terms or conditions of such implementation as agreed upon by the APCC.  


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(iii)    Disapproval for Non-Safety Reasons.  Any proposed New Advanced Repairs or Advanced Spare Parts that are disapproved by GE Aviation’s engineering team strictly for reasons other than safety may be implemented by BHGE; provided that: 
(A)    all liability resulting from such implementation shall be borne by BHGE;
(1)    to the extent any approved Repair or Spare Part is provided, or has been provided, by GE Aviation in the same module (e.g., compressor, hot section including combustor or high pressure turbine, low pressure turbine) in the same turbine where an Unapproved Part or Unapproved Repair has been implemented (collectively, the “Affected Module”), then GE Aviation shall not provide a warranty for such approved Repair or Spare Part;
(2)    to the extent any approved Repair or Spare Part is provided, or has been provided, by GE Aviation in any other module (e.g., compressor, hot section including combustor or high pressure turbine, low pressure turbine) in the same turbine as the Affected Module, but not in the Affected Module, then GE shall continue to provide a warranty for such approved Repair or Spare Part, so long as BHGE (or its end users) (i) maintain sufficient documentation that meets at least the standards of the commercial aerospace industry and (ii) can provide sufficient evidence that any warranty on parts in the unaffected module were not impacted by the Unapproved Repair or Unapproved Spare Part;
(B)    BHGE shall not use any third party suppliers identified in Schedule 9 (the “Prohibited Supplier List”) for the fulfilment of such New Advanced Repairs or Advanced Spare Parts, provided that the APCC may periodically update the Prohibited Supplier List in accordance with ‎Section 3.02(b)(i)(O), or by unanimous decision, allow for exceptions to the Prohibited Supplier List; and 
(C)    both Parties through the APCC shall determine a fair and equitable amount for GE Aviation to be paid for loss of revenue associated with the implementation of such New Advanced Repairs or Advanced Spare Parts (including any loss in revenue related to decreased sales of Advanced Spare Parts as a result of reduced demand from such New Advanced Repair); provided that if the Parties cannot reach an agreement as to a fair and equitable amount that should be paid to GE Aviation for loss of revenue, then; 
(1)    in the case of a disapproval of a proposed Advanced Spare Part, GE Aviation shall no longer be subject to its exclusivity obligations pursuant to ‎Section 5.02 on performing or competing with BHGE on such Advanced Spare Part, and any such existing or future Advanced Repair; 


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(2)    in the case of a disapproval of a proposed Advanced Repair (of which GE Aviation does not perform or own the rights to any similar Advanced Repair), GE Aviation shall no longer be subject to its exclusivity obligations pursuant to ‎Section 5.02 on performing or competing with BHGE on such Advanced Spare Part, and any such New Advanced Repair; 
(3)    in the case of a disapproval of an Advanced Repair (of which GE Aviation does perform or own the rights to a similar Advanced Repair), GE Aviation shall no longer be subject to its exclusivity obligations pursuant to ‎Section 5.02 on performing or competing with BHGE on such Existing Advanced Repairs, but such exclusivity obligations shall remain for any affected Advanced Spare Parts;
For the avoidance of doubt, in the case of clauses ‎(C)‎(1), ‎(2) or ‎(3) above, GE Aviation may no longer claim loss of future revenue for such non-exclusive Advanced Spare Parts and related Advanced Repair if GE Aviation chooses to terminate exclusivity with respect to the New Advanced Repairs or Advanced Spare Parts affected.  
(b)    Non-Advanced Components.  BHGE shall be free to introduce, develop and substantiate any New Non-Advanced Repairs and Spare Parts for Non-Advanced Components itself or through third parties, or it may engage GE Aviation to provide Repairs Services on such Non-Advanced Components.  The execution of any such New Non-Advanced Repairs and Spare Parts for Non-Advanced Components shall be made pursuant to ‎Section 7.10.
(c)    Co-Branding.  BHGE may market any Repairs and Repair Services that are approved by GE Aviation as “OEM-Approved Repairs” or similar nomenclature.  Further, GE Aviation consents to BHGE co-branding such OEM-Approved Repairs, subject to GE’s corporate management team’s grant of any necessary license rights and compliance with GE’s branding guidelines.  Repairs that are not approved by GE Aviation shall not be referred to as OEM-Approved Repairs or similar nomenclature, and shall not, under any circumstances, be co-branded with GE Aviation or GE.
Section 7.10.    Execution of Repairs.  
(a)    Conditions on Third Party Repair Service Supplier.  BHGE may use a third party supplier provider to perform Repair Services (a “Third Party Repair Supplier”), subject to the following conditions:  
(i)    Any such Third Party Repair Provider is not on the Prohibited Supplier List;
(ii)    GE Aviation agrees to work with BHGE to provide appropriate rights to any such Third Party Repair Supplier;


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(iii)    GE Aviation may restrict any such Third Party Repair Supplier from performing such Repair Services outside the BHGE Field of Use, or from performing or marketing such Repair Services to any other customer; and
(iv)    GE Aviation shall have the right to audit any Third Party Repair Supplier to ensure compliance with rights granted and confidentiality obligations relating to such Repair Services.
(collectively, including ‎Section 7.10(b), the “Third Party Repair Supplier Conditions”).  
(b)    Independently Performed Repairs
(i)    “Level 5 Repairs” shall mean component Repairs.
(ii)    “Independently Performed Repairs” shall mean any Level 5 Repairs for LM Products performed by BHGE as of the Signing Date, either on their own behalf or through a third party.
(iii)    The Parties agree to develop a written list of Independently Performed Repairs within a reasonable period after the Signing Date (to the extent such list has not already been developed under the STDA, in which case such list shall be used for the purposes hereof).
(iv)    BHGE may perform itself or have performed by a third party Independently Performed Repairs with no fee to GE Aviation, but in so doing, agrees to maintain in confidence any repair specifications, documentation and drawings.  Any Independently Performed Repairs that are currently performed with a supplier on the Prohibited Supplier List shall be deemed an APCC-approved exception to ‎Section 7.09(a)(iii)(B).
(c)    Advanced Repairs.  
(i)    Existing Advanced Repairs.  GE Aviation shall perform, have performed by a third party, or permit BHGE to perform itself, all Existing Advanced Repairs developed by GE Aviation.  Any repairs performed by GE Aviation will be subject to an applicable Margin Percentage for Repairs set forth in Schedule 2.  Any Existing Advanced Repairs that BHGE wishes to perform itself, or have performed by a third party, provided the Third Party Repair Supplier Conditions shall apply, will be subject to a fair market value royalty fee to be determined by the Parties, which may vary depending on the nature of such repair (“Repair Royalty Fee”).  The Repair Royalty Fee shall be commensurate with such royalties collected by GE Aviation repair licensing in the commercial engine industry.
(ii)    New Advanced Repairs Developed by GE Aviation.  GE Aviation shall perform, have performed by a third party, or permit BHGE to perform itself, all New 


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Advanced Repairs developed by GE Aviation.  Any New Advanced Repairs developed by GE Aviation performed by GE Aviation will be subject to such applicable Margin Percentages for Repairs set forth in Schedule 2.  Any New Advanced Repairs developed by GE Aviation that BHGE wishes to perform itself, or that BHGE wishes to have performed by a third party, provided the Third Party Repair Supplier Condition shall apply, will be subject to a Repair Royalty Fee.  
(iii)    New Advanced Repairs Developed by BHGE.  
(A)    GE Aviation shall receive an exclusive license to such New Advanced Repairs developed by BHGE, subject to a Repair Royalty Fee.  BHGE shall have the right to request a quote from GE Aviation to perform New Advanced Repairs developed by BHGE, subject to the applicable Margin Percentage for Repairs set forth in Schedule 2.  BHGE shall retain the right to perform New Advanced Repairs themselves in the BHGE Field of Use, but, except as expressly set forth in the following ‎Section 7.10(c)(iii)(B), may not license such New Advanced Repairs developed by BHGE to any third parties.  
(B)    Any such New Advanced Repairs developed by BHGE that BHGE wishes to have performed by a third party repair service supplier, shall be subject to the Third Party Repair Supplier Conditions.  For the avoidance of doubt, GE Aviation is not entitled to any fees or royalties associated with such repairs.
(d)    Non-Advanced Repairs.  
(i)    Existing Non-Advanced Repairs.  BHGE shall have the right to request a quote from GE Aviation to perform Existing Non-Advanced Repairs, New Non-Advanced Repairs developed by GE Aviation, or New Non-Advanced Repairs developed by BHGE.
(ii)    Any repairs performed by GE Aviation will be subject to an applicable Margin Percentage for Repairs set forth in Schedule 2.  BHGE may perform Existing Non-Advanced Repairs or New Non-Advanced Repairs developed by GE Aviation themselves in the BHGE Field of Use for a Repair Royalty Fee, but may not license such repairs to third parties.  For any Existing Non-Advanced Repairs or New Non-Advanced Repairs developed by GE Aviation that BHGE wishes to have performed by a third party on its behalf, the Third Party Repair Supplier Conditions shall apply, subject to the  Repair Royalty Fee. 
(e)    Level 5 Repair Materials.  For the avoidance of doubt, for any repairs under ‎Section 7.10(b), ‎Section 7.10(c) and ‎Section 7.10(d), which BHGE wishes to perform itself or through a third party, GE Aviation agrees to provide the appropriate Level 5 Repair specifications, documentation and drawings.  
(f)    Industrial Repair Manual.  As set forth in ‎Section 3.02(b)(i)(P), GE Aviation, BHGE agrees to include in each of its IRMs a listing of all Level 5 or “L5” Repairs applicable to 


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such LM Product by name, and further referring to users of such IRMs to either GE Aviation or BHGE for further details and quotes associated with such L5 Repairs.  
Section 7.11.    Separation of LM Product Lines.  GE Aviation shall fully fund, an assembly line for the LM Product Lines separate from GE Aviation’s other commercial assembly lines in a reasonable period of time, but no later than two (2) years after the Trigger Date, to allow for non-aerospace hardware introduction.  The cost associated with the depreciation of such investment shall be borne by GE Aviation during the first five (5) years of the Cost Baseline.  Upon Cost Baseline reset, standard overhead shall include all relevant and applicable depreciation associated with the existing LM Product Line.
ARTICLE 8     
 
ALLOCATION OF LIABILITY
Section 8.01.    Limitation of Liability.  
(a)    NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY (OTHER THAN IN SECTION 8.01(b), SECTION 8.01(c) AND SECTION 8.01(e)), IN NO EVENT SHALL A PARTY’S AGGREGATE LIABILITY IN RESPECT OF ANY MATTER (OTHER THAN PRODUCTS/SERVICES CLAIMS) IN ANY PARTICULAR CONTRACT YEAR, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED 50% OF THE ANNUAL REVENUE RECEIVED BY GE AVIATION FROM BHGE IN SUCH CONTRACT YEAR; PROVIDED THAT SUCH LIABILITY LIMITATION SHALL NOT APPLY TO ANY PAYMENTS PAID OR REQUIRED TO BE PAID BY BHGE TO GE AVIATION FOR LM PRODUCTS, SPARE PARTS OR SERVICES PROVIDED, INCLUDING THE LUMP SUM PAYMENT, UNDER THIS AGREEMENT OR ANY PO ISSUED HEREUNDER.
(b)    NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY (OTHER THAN IN SECTION 8.01(e)), THE LIABILITY OF GE AVIATION ARISING OUT OF OR RELATED TO THE DEVELOPMENT AND PROVISION OF THE LM PRODUCTS OR SPARE PARTS OR THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT OR ANY PURCHASE ORDER ISSUED HEREUNDER (INCLUDING IN RESPECT OF ANY AND ALL CLAIMS RELATED THERETO, WHETHER BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) (THE “PRODUCTS/SERVICES CLAIMS”) SHALL IN NO EVENT EXCEED THE FOLLOWING:
(i)    ON AND AFTER SUCH TIME THAT THE APPLICABLE MARGIN PERCENTAGE HAS BEEN FULLY PHASED IN PURSUANT TO SCHEDULE 2, 100% OF THE TOTAL PRICE OF THE APPLICABLE LM PRODUCT, SPARE PART, AFTERMARKET SERVICE OR ENGINEERING SERVICE CALCULATED AS PER THE TERMS OF THIS AGREEMENT GIVING RISE TO A CLAIM; OR


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(ii)    PRIOR TO SUCH TIME THAT THE APPLICABLE MARGIN PERCENTAGE HAS BEEN FULLY PHASED IN PURSUANT TO SCHEDULE 2, SUCH PRO RATA PERCENTAGE OF THE TOTAL PRICE SET FORTH IN THE SUBSECTION ABOVE, DETERMINED BY MULTIPLYING SUCH TOTAL PRICE BY THE PERCENTAGE AMOUNT THAT SUCH MARGIN PERCENTAGE HAS BEEN PHASED IN AS OF SUCH DATE.  
(c)    NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE AGGREGATE LIABILITY OF BHGE ARISING OUT OF OR RELATED TO BREACH OF ANY INTELLECTUAL PROPERTY LICENSE OR ASSIGNMENT OBLIGATIONS OR RESTRICTIONS IN ‎ARTICLE 6 (“DEVELOPMENT PROGRAMS AND INTELLECTUAL PROPERTY”) OR SECTION ‎9.08 (“CONFIDENTIALITY”), OR IN RESPECT OF ANY OF ITS RELATED INDEMNIFICATION OBLIGATIONS HEREUNDER, SHALL NOT EXCEED TWO (2) BILLION U.S. DOLLARS ($2,000,000,000) IN THE AGGREGATE IN ANY CONTRACT YEAR WITH RESPECT TO ALL CLAIMS ARISING IN SUCH CONTRACT YEAR AND IN THE AGGREGATE WITH RESPECT TO ALL CLAIMS ARISING OUT OF ANY CAUSE OF ACTION; PROVIDED THAT THE AGGREGATE LIABILITY OF BHGE SHALL NOT EXCEED FIVE HUNDRED MILLION U.S. DOLLARS ($500,000,000) IN THE AGGREGATE IN ANY CONTRACT YEAR WITH RESPECT TO ALL CLAIMS ARISING IN SUCH CONTRACT YEAR AND IN THE AGGREGATE WITH RESPECT TO ALL CLAIMS ARISING OUT OF ANY CAUSE OF ACTION IF BHGE HAS COMPLIED WITH THE REQUIREMENTS OF SECTION 6.05(i)(iv) OF THE STDA, IN EACH CASE, SO LONG AS SUCH BREACHES ARE NOT THE RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BHGE. FOR THE AVOIDANCE OF DOUBT, THE PARTIES AGREE THAT LOST PROFITS MAY BE AN APPROPRIATE MEASURE OF DAMAGES FOR ANY SUCH BREACH.
(d)    Notwithstanding anything to the contrary contained in this Agreement, the Parties hereby agree that neither BHGE nor GE Aviation shall be liable to the other for any consequential, indirect, incidental, special, exemplary, enhanced or punitive damages Regardless of Cause or Action or regardless of claims of BHGE’s customers or GE Aviation’s other customers.
(e)    The limitations set forth in ‎Section 8.01(a), ‎Section 8.01(b) and ‎Section 8.01(c) shall not apply to damages with respect to claims brought by the U.S. Department of Defense, U.S. Department of Justice, or any U.S. or non-U.S. governmental entities due to the breach of a provision under this Agreement (including any breach of ‎Section 9.05 (Compliance With Laws and Regulations)).  
(f)    Upon an allegation of patent infringement against an LM Product or Spare Part, GE Aviation may, at its option and expense, (i) procure for BHGE the right to continue using such LM Product or Spare Part; or (i) replace or modify the LM Product or Spare Part with a substantially equivalent product.
(g)    The Parties acknowledge and agree that (i) except as expressly set forth in this Section 8.01(g), nothing in this Section 8.01 shall in any way limit or affect or impose a cap on the rights or Liabilities of the Parties under the STDA (it being agreed that in no event shall any Party be entitled to recover twice, or be obligated to pay or perform twice, for the same obligation, 


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claim or Liability under this Agreement and the STDA), and (ii) the limitations on liability set forth in this Section 8.01 and Section 8.01 of the STDA shall be understood to be co-extensive and shall be read together, and shall not be independent limitations, such that (A) Liability incurred by a Party under the STDA shall count against the relevant Party’s liability cap under this Agreement that is applicable during the Contract Year in which such Liability is incurred, as though incurred hereunder, and (B) following the STDA Effective Date (but not before the STDA Effective Date), any Liability incurred by a Party under this Agreement after the STDA Effective Date shall count against the relevant Party’s liability cap under the STDA, that is applicable during the Contract Year under (and as defined in) the STDA in which such Liability is incurred, as though incurred thereunder.
Section 8.02.    Disclaimer of Representations and Warranties.  NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN THE WARRANTIES EXPRESSLY SET FORTH IN SECTION ‎8.03 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND GUARANTEES, WHETHER WRITTEN, ORAL, EXPRESSED, IMPLIED OR STATUTORY (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE).  
Section 8.03.    Warranties.  
(a)    Products Warranty.  GE Aviation warrants to BHGE that the LM Products and Spare Parts sold hereunder shall be free from defects in material, workmanship and title (“Products Warranty”) for the earlier of: (x) twelve (12) months after initial use of the LM Products and Spare Parts for commercial operation or (y) thirty (30) months after the date of shipment of the LM Products and Spare Parts to BHGE (the “Products Warranty Period”).
(i)    If within the Products Warranty Period, any of the LM Products and Spare Parts delivered hereunder do not meet the Products Warranty and BHGE notifies GE Aviation in writing prior to the expiration of sixty (60) days from BHGE’s discovery of such defect, GE Aviation shall, upon demonstration by BHGE to GE Aviation’s reasonable satisfaction that such LM Product or Spare Part is defective, correct any such defect by either repairing the defective LM Product or Spare Part or making available a repaired or replacement LM Product or Spare Part at GE Aviation’s facility.  This obligation does not include any responsibility or obligation to remove or reinstall an LM Product or Spare Part or to remove or alter any portions of the installation performed by BHGE or its customer.  At the request of GE Aviation, BHGE at BHGE’s expense shall ship the defective LM Product or Spare Part to a location designated by GE Aviation.  Whenever an LM Product or Spare Part is repaired or replaced, the warranty period applicable to that repaired or replaced LM Product or Spare Part shall not exceed the unexpired portion of the Products Warranty Period specified for the original LM Product or Spare Part.  Any LM Product or Spare Part which is replaced shall become the property of GE Aviation.
(ii)    If the Products Warranty requires GE Aviation to provide an improved LM Product or Spare Part that results in compensation to BHGE from its customers, the Parties shall meet to discuss equitable sharing of such compensation to the extent 


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it is in excess of any damages paid to such customers by BHGE in connection with the applicable defective LM Product or Spare Part.
(iii)    The Products Warranty shall be subject to GE Aviation’s receipt of available data on engine environment and performance in the field.
(iv)    Products Warranty Limitations.
(A)    Except for the first four (4) production units, GE Aviation does not provide a system-level Products Warranty for LM Products and Spare Parts in connection with the LM9000, but only a Products Warranty for LM9000 OE Parts.  
(B)    GE Aviation does not provide any warranty for LM Products and Spare Parts for which the Margin Percentage is zero (0).  During the time period in which the Margin Percentage is being phased in per Schedule 2, the warranty obligations shall phase in progressively as well in the same proportion.  Thus, the cost of fulfilling any Products Warranty obligations during such time shall be shared proportionately between GE Aviation and BHGE.
(C)    The Products Warranty does not apply to any LM Products and Spare Parts that: (1) have been subjected to foreign object damages, abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, detrimental exposure, abnormal physical stress, or abnormal environmental conditions; (2) have been used, repaired, maintained or modified contrary to any of the then-current recommendations of GE Aviation as stated in its manuals, bulletins or other written communications unless separately agreed to in writing during the PO process; or (3) have been used with any third party products, hardware, parts or product that has not been previously approved in writing by GE Aviation in accordance with the substantiation and approval process of ‎‎Section 7.09.
(D)    The liability of GE Aviation resulting from the foregoing Products Warranty shall not in any case exceed the cost of correcting defects as provided above and shall not exceed the amounts set forth in ‎‎Section 8.01, and upon expiration of the applicable Products Warranty Period, all such liability shall terminate.  The foregoing shall constitute the sole remedy of BHGE and the sole liability of GE Aviation for breach of warranty; provided that to the extent such repair or replacement is not possible or is inadequate, then BHGE may seek monetary damages in accordance with the provisions of this ‎‎ARTICLE 8.  
(E)    To the extent that BHGE introduces industrial parts  over GE Aviation’s objection, or an LM Product or Spare Part is operated outside of the applicable installation specifications/requirements as set forth in the aero-derivative engine IDM, as provided by or agreed to by GE Aviation at the time an order for such engine is placed by BHGE and accepted by GE Aviation (“Unapproved Operations”), the Products Warranty shall be deemed voided and the Products 


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Warranty shall remain only for defects that are not attributable to such industrial parts or Unapproved Operations.  The scope of such Products Warranty shall be based on the root cause of the defect.  If such defect is a result of BHGE’s independently directed change or industrialization, then such Products Warranty shall not extend to such change.  For the avoidance of doubt, to the extent that BHGE proposes industrial hardware or engine operations for which GE Aviation recommends a certain level of testing or validation at the time an order for such engine is placed by BHGE and accepted by GE Aviation and BHGE rejects such level of testing or validation, then the Products Warranty shall be voided.
(v)    Serial Defects and Outside Warranty.  
(A)    If, during a period outside the Products Warranty  Period (such period, the “Outside Warranty Period”), a Serial Defect with a LM Product or Spare Part is identified that is solely and directly attributable to GE Aviation and not the operating environment or any other cause, the GE Aviation product leader of the aero-derivatives business will discuss with BHGE within the APCC, and the APCC will recommend for GE Aviation’s consideration, actions that would mitigate the damages asserted against GE Aviation or BHGE, e.g., by granting potential concessions, on a case by case basis, to the end customer to alleviate the costs of such defect on such customer (the “GE Aviation Customer Concessions”).  A “Serial Defect” shall be defined as defects that ‎(1) are discovered and fully disclosed to GE Aviation in reasonable detail within four (4) years of delivery of the engine/part, ‎(2) impact fifteen (15) or more engines within the same variant/model and affecting more than one Site, facility and operator where engines are being operated within applicable installation specifications/requirements as set forth in the aero-derivative engine IDM, as provided by or agreed to by GE Aviation, and (3) have not otherwise been satisfactorily addressed by GE Aviation through execution of the Field Event Process.  Under the “Field Event Process,” upon notice of any field event with a LM Product or Spare Part provided by GE Aviation, GE Aviation will undertake an investigation sufficient to identify the root cause of such failure and, where appropriate, will take subsequent actions to notify the installed base and recommend actions to mitigate potential related future failures through service bulletins or other similar operator notifications.  
(B)    The Parties acknowledge that the discussions regarding such customer concessions will take into account the age of the affected engines, fleet history (including the history of the engine from which the LM Product or Spare Part was derived), maintenance, repair and overhaul history, fleet recommendations, operating time, and operating environment, among other relevant factors at the time.   
(C)    In addition, in the event that during the Outside Warranty Period, Costs arising from a Serial Defect solely and directly attributable to GE Aviation are not covered in whole or in part by insurance of any Party or the end customer, BHGE may request a refund from GE Aviation for such Costs, which will 


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be negotiated on a case by case basis; provided that, in no event shall the aggregate amount of the GE Aviation Customer Concessions and the Costs refunded by GE Aviation to BHGE under this ‎‎Section 8.03 together exceed the amount of margin BHGE paid to GE Aviation for the particular affected engines or spare parts, as such margin is calculated pursuant to the terms of this Agreement .  “Costs” as used in this paragraph are those costs, expenses and/or damages actually incurred by BHGE that are solely and directly attributable to GE Aviation as determined by the root cause analysis process in effect for the GE Aviation business (currently, TOPS8D).  In addition to the foregoing, BHGE shall consult with GE Aviation before engaging in, and shall afford GE Aviation a reasonable opportunity to participate in, any negotiations with customers which may result in a request for refund to GE Aviation, and shall otherwise use all reasonable efforts to minimize Costs.
(a)    Repair Warranty.  
(i)    GE Aviation warrants to BHGE that at the time of delivery of the repaired LM Products, the Repair Services performed by GE Aviation will have been performed in a workmanlike manner (“Repair Warranty”).  GE Aviation provides no warranty for incidental materials and consumables utilized in the performance of the Repair Services and only the warranty given by the manufacturer for such incidental materials and consumables, if any, shall apply.  The Repair Warranty shall apply to defects that appear within twelve (12) months from completion of the Repair Services (the “Repair Warranty Period”).
(ii)    If any failure to meet the foregoing Repair Warranty with respect to Repair Services appears within the Repair Warranty Period, BHGE shall notify GE Aviation in writing within sixty (60) calendar days of BHGE’s discovery of the defect.  Where GE Aviation reasonably agrees that a defect exists and such defect was caused by GE Aviation, GE Aviation shall thereupon correct any defect by re-performing the defective Repair Services to the extent necessary and feasible and, in the case where a Spare Part supplied by GE Aviation in performing a Repair Service is defective, GE Aviation shall, at its option, repair the defective Spare Part or make available for delivery a replacement Spare Part.  BHGE shall, at BHGE’s cost, make the affected BHGE’s equipment available to GE Aviation at the Site (provided that BHGE can obtain the end customer’s consent, if required) or at the repair facilities at GE Aviation’s option.  BHGE shall be responsible for performing any decontamination on the affected BHGE’s equipment prior to the performance of GE Aviation’s Repair Warranty obligations.  The re-performance of Repair Services by GE Aviation shall extend the duration of the Repair Warranty Period for the Repair Services provided for an additional twelve (12) months.  GE Aviation shall not be responsible for removal or replacement of systems, structures or other portions of BHGE’s end product.  The condition of any tests shall be mutually agreed upon and GE Aviation shall be notified of and may be represented at all tests that may be made.


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(iii)    GE Aviation does not warrant the Repair Services or any repaired or replacement Spare Parts (i) against normal wear and tear including that due to environment or operation, including excessive operation at peak capability, misuse, frequent starting, FOD damage, type of fuel, detrimental air inlet conditions or erosion, corrosion or material deposits from fluids or (ii) which have been involved in an accident.  The Repair Warranty and remedies set forth herein are further conditioned upon (i) the proper storage, installation, operation, and maintenance of the LM Products and conformance with the operation instruction manuals (including revisions thereto) as applicable and (ii) repair or modification pursuant to GE Aviation’s written instructions, manuals or service bulletins unless otherwise agreed in writing at the time a PO is placed.  GE Aviation does not warrant any equipment or services of others provided by BHGE where GE Aviation does not normally supply such equipment or services.
(iv)    The liability of the GE Aviation connected with or resulting from the Repair Warranty shall not in any case exceed the cost of correcting the defect and, upon the expiration of the Repair Warranty Period, all such liability shall terminate.  The foregoing shall constitute the sole and exclusive remedy of BHGE and the sole and exclusive liability of GE Aviation for breach of warranty.
(b)    Engineering Warranty.
(i)    GE Aviation’s obligation is limited to providing qualified personnel to perform the services ordered by BHGE and to perform the Services in a workmanlike manner.  In no event shall GE Aviation be liable for, and BHGE hereby waives, releases and renounces all warranties, obligations and liabilities of GE Aviation, and rights, claims and remedies of BHGE against GE Aviation, expressed or implied, arising by law or otherwise, with respect to the quality of services or any incidental material provided under this Agreement, including: (1) any implied warranty of merchantability or fitness for a particular purpose; (2) performance, course of dealing or usage of trade; (3) any obligation, liability, right, claim or remedy in tort, whether or not arising from the negligence of GE Aviation, actual or imputed; (4) for any third party liability of BHGE to any third party; (5) where services are related to oil, gas or power facilities, any remedy, obligation, liability, right or claim for loss of or damage to any oil, gas or power facility, or for loss of use, revenue or profit with respect to any oil, gas or power facility and (6) for any other special, punitive, direct, indirect, incidental or consequential damages.
(ii)    In the case of any Engineering Study/Inspection/Test Service provided in response to the POs issued pursuant to this Agreement, GE Aviation does not warrant that any desired objective will result from the Engineering Study/Inspection/Test Service performed.
Section 8.04.    Insurance.  BHGE, at its own expense, shall maintain liability insurance in an amount adequate to cover its obligations under this Agreement during the Term.  BHGE shall provide a certificate of insurance (or evidence of self-insurance) evidencing such 


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coverage to GE Aviation upon request.  GE Aviation, at its own expense, shall maintain liability insurance in an amount adequate to cover its obligations under this Agreement during the Term.  GE Aviation shall provide a certificate of insurance (or evidence of self-insurance) evidencing such coverage to BHGE upon request.
ARTICLE 9     
 
GENERAL PROVISIONS
Section 9.01.    Representations and Warranties.  
(a)    Authority.  Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement.  Each Party represents and warrants that those persons signing this Agreement on behalf of such Party are duly authorized Representatives of such Party and properly empowered to execute this Agreement.
(b)    Formation and Authority of Parties; Enforceability.  Each Party represents and warrants that it is a corporation or a limited liability company, duly incorporated, formed or organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation.  Each Party represents and warrants that it has the requisite corporate power to execute, deliver and perform its obligations under this Agreement.  Each Party represents and warrants that it has the requisite corporate power to operate its business as now conducted and is duly qualified as a foreign corporation to do business, and to the extent legally applicable, is in good standing, in each jurisdiction in which the character of its owned, operated or leased properties or the nature of its activities makes such qualification necessary, except for jurisdictions where the failure to be so qualified or in good standing would not reasonably be expected to adversely affect its ability to perform its obligations under this Agreement.  Each Party represents and warrants that this Agreement has been executed and delivered and constitutes the legal, valid and binding obligations of either Party, enforceable against such Party in accordance with its respective terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors’ rights generally or the effect of general principles of equity.
(c)    No Conflict.  The execution, delivery and performance by the Parties of this Agreement do not and will not violate, conflict with in any material respect, require consent under or result in any breach or default under, (i) the certificate or articles of incorporation or bylaws or similar organizational documents of the Parties, (i) any Law applicable to the Parties, or with or without notice or lapse of time or both, the provisions of any material GE Aviation contract.
Section 9.02.    Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and, in the case of delivery in person or by overnight mail, shall be deemed to have been duly given upon receipt) by delivery in person or overnight mail to the Parties, delivery by electronic mail transmission (providing confirmation of transmission) to the Parties.  Any notice sent by electronic mail transmission shall be deemed to have been given and received at the time of confirmation of transmission.  All notices, requests, claims, demands and other communications hereunder shall be addressed as follows, or 


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to such other address or email address for a Party as shall be specified in a notice given in accordance with this ‎Section 9.02.
(a)    If to GE Aviation:
GE Aviation 
1 Neumann Way 
Cincinnati Ohio 45215 
 
Attention:  General Manager, Aero-derivatives Engine Program
with a copy to:
GE Aviation 
1 Neumann Way 
Cincinnati Ohio 45215 
 
Attention:  General Counsel 
(b)    If to BHGE:
Baker Hughes, a GE company, LLC 
17021 Aldine Westfield Road 
Houston, Texas 77073
Attention:  William D. Marsh  
Telephone:  (713) 879-1257 
Email: will.marsh@bhge.com
Section 9.03.    Entire Agreement, Waiver and Modification.  This Agreement, the STDA, the applicable GE Aviation Supplemental Terms, the Umbrella Agreement, the Side Agreement, and any POs issued hereunder, including any PO Modification Agreement, are the complete and exclusive statement of the agreement between the Parties relating to the subject matter hereof.  No modification, termination or waiver of any provision hereof shall be binding upon a Party unless made in writing and executed by an authorized Representative of such Party.
Section 9.04.    No Third-Party Beneficiaries.  This Agreement is for the sole benefit of the Parties hereto and their permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person, including any union or any employee or former employee of GE Aviation or BHGE, or entity any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.
Section 9.05.    Compliance with Laws and Regulations.  Each Party covenants and agrees to comply with any and all Laws applicable to its performance under this Agreement or use of the licenses and other information granted herein, including compliance with applicable 


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export laws, rules and regulations of the United States (or other foreign jurisdictions, as applicable).  No Party will take any action, or refrain to take an action, in violation of any such applicable Law that could result in any liability being imposed on the other Party.
Section 9.06.    Governing Law.  
(a)    This Agreement and any disputes (whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any conflict of law rules that might lead to the application of the laws of any other jurisdiction.
(b)    The Parties exclude application of the United Nations Convention on Contracts for the International Sale of Goods.
Section 9.07.    Dispute Resolution.  
(a)    General Provisions.  Any dispute, controversy or claim arising out of or relating to this Agreement or any related agreement (a “Dispute”), including claims seeking redress or asserting rights under applicable Law relating to matters addressed in this Agreement, shall be resolved in accordance with the procedures set forth herein.  Until completion of these procedures, no Party may take any action not contemplated herein to force a resolution of the Dispute by any judicial, arbitral, or similar process.  In connection with any Dispute, the Parties expressly waive and forego any right to (i) punitive, exemplary, statutorily enhanced or similar damages in excess of compensatory damages and (i) trial by jury.
(b)    Resolution by APCC and Senior Executives.  If a Dispute cannot be resolved at an operational level, prior to submitting such Dispute to the dispute resolution mechanism set forth in ‎Section 9.07(c), the Parties shall first submit such Dispute to the APCC who shall attempt, for a period of thirty (30) days, to resolve such Dispute (in accordance with ‎Section 3.02(b)(v)).  If, after a period of thirty (30) days, the APCC is unable to resolve such Dispute, or in the case of a Dispute arising after the Trigger Date but prior to the formation of the APCC, either Party may give written notice to the other, requesting that senior management of each Party attempt to resolve the Dispute.  Within fifteen (15) days after the request, the other Party shall provide a written response.  The notice and the response shall designate the Party’s senior manager and provide a statement of the Party’s position and a summary of reasons supporting that position.  The designated senior managers shall meet in person at a mutually acceptable place, or by telephone, within ten (10) days after receiving the response to seek a resolution.  If no resolution is reached by the expiration of sixty (60) days from the date of the notice of Dispute, either Party may submit the Dispute to resolution pursuant to ‎Section 9.07(c) or as further provided herein. 
(c)    Mediation.  If the Parties’ senior management do not resolve the Dispute, either Party may submit the Dispute for resolution to non-binding mediation by providing written notice to the other Party.  The mediation shall take place in Cincinnati, Ohio.  Within thirty (30) days of receiving the written notice of a request for mediation, the Parties shall mutually select a mediator.  The mediation shall take place within sixty (60) days after the initial request for mediation. 


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Within ten (10) days of the conclusion of mediation, the mediator shall provide an evaluation of the Dispute and the Parties’ relative positions.  If the Parties are unable to reach a resolution pursuant to this ‎Section 9.07(c), then the Parties shall pursue resolution of such Dispute pursuant to ‎Section 9.07(d).
(d)    Arbitration.  
(i)    If the Parties are unable to reach a resolution pursuant to ‎Section 9.07(c), either Party may submit the Dispute for resolution by binding arbitration pursuant to the Rules of Arbitration of the ICC in effect at the time of the arbitration, subject to such modifications set forth in this Agreement.  The Parties consent to a single, consolidated arbitration for all Disputes for which arbitration is permitted, provided that such Disputes are open at the time of the arbitration proceedings.  
(ii)    The arbitral tribunal shall be composed of three arbitrators.  Each Party shall designate one arbitrator within sixty (60) days after the request for arbitration is filed.  The first two arbitrators shall select the third arbitrator within thirty (30) days after the last of the first two arbitrators has been nominated, and shall not be affiliated with either Party.  In the event that the initial two arbitrators fail to agree to a third arbitrator, the third arbitrator shall be chosen by the ICC.  The arbitration proceedings shall be conducted in the English language, and all documents not in English submitted by any Party must be accompanied by an English translation.  In the event of a conflict between the English version and the original version of any documents so translated, the English version shall control.  The arbitration shall be conducted in New York, New York, provided, however, that if such Dispute involves parties in addition to GE Aviation and BHGE, the Parties agree to consider an arbitration site other than New York if reasonable to accommodate such multiparty arbitration.  Each Party shall be permitted to present its case, witnesses and evidence, if any, in the presence of the other Party.   Either Party can request a written transcript of the proceedings at that Party’s cost.  The arbitrators shall determine the Dispute in accordance with New York law, excluding provisions relating to conflict of laws, and shall apply this Agreement according to its terms.  
(iii)    The Parties agree that any Disputes resolved pursuant to this ‎Section 9.07 are commercial in nature.  The Parties agree to be bound by any award or order resulting from arbitration conducted hereunder notwithstanding any country’s Laws or treaties with the United States to the contrary.
(iv)    The Parties agree that in the context of an attempt by either Party to enforce an arbitral award or order, any defenses relating to the Parties’ capacity or the validity of this Agreement or any related agreement under any Law are waived.  
(v)    Any judgment on an award or order resulting from an arbitration conducted under this ‎Section 9.07(d) may be entered and enforced in any court, in 


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any country, having jurisdiction over any of the Parties or their assets.  The Parties hereto submit to the non-exclusive jurisdiction of the courts of New York.
(vi)    Each Party in any arbitration conducted under this ‎Section 9.07(d) shall bear its own costs and expenses including its own attorneys’ fees, except that GE Aviation and BHGE shall share costs of the arbitrator equally.  The award of the arbitrator shall be paid in U.S. dollars, and shall not exceed actual compensatory damages and in no case shall include punitive, exemplary or other similar damages.  The Parties agree that the 1958 U.N.  Convention on the Recognition and Enforcement of Foreign Arbitral Awards applies to any purchase orders incorporating these terms and conditions of sale and to any arbitral award resulting from any arbitration.
(vii)    All statements made and documents provided or exchanged in connection with the Dispute Resolution process described herein are confidential and neither Party shall disclose the existence or content of the Dispute, or the results of any dispute resolution process, to third parties other than outside counsel, except with the prior written consent of the other Party or pursuant to legal process.
(e)    Each Party acknowledges that in the event of any actual or threatened breach of the provisions of any of ‎Section 6.02 - ‎Section 6.04, or ‎Section 9.08, the remedy at law would not be adequate, and therefore injunctive or other interim relief may be sought immediately to restrain such breach.  Upon appointment of the tribunal pursuant to ‎Section 9.07(d) following any grant of interim relief by a court, the tribunal may affirm or disaffirm such relief, and the Parties shall seek modification or rescission of the court action as necessary to accord with the tribunal’s decision.
(f)    The Parties agree that money damages may not be a sufficient remedy for breach of this Agreement and that the non-breaching Party may, in addition to monetary damages, seek specific performance, injunctive relief or other equitable relief from a court of competent jurisdiction located in Cincinnati, Ohio, or New York, New York, as a remedy for, or to prevent, such breach, and only to avoid irreparable harm.  Each of the remedies referenced in ‎Section 9.07(e) or this ‎Section 9.07(f) shall be in addition to and not in lieu of or at the exclusion of any and all other remedies available to the non-breaching Party under this Agreement or at law.
Section 9.08.    Confidentiality.  In addition, and not in contravention, to the confidentiality provisions set forth in the GE Aviation Supplemental Terms and the Master Agreement, the Parties agree as follows:
(a)    In connection with this Agreement, each Party (as to information disclosed, the “Disclosing Party”) may provide the other Party (as to information received, the “Receiving Party”) with Confidential Information.  “Confidential Information” shall mean (a) all pricing for and Intellectual Property and Technology related to LM Products, Spare Parts, Services, GE Aviation Background IP, GE Aviation Foreground IP, BHGE Background IP, BHGE Foreground IP, and Joint Foreground IP, (b) all information that is designated in writing as “confidential” or “proprietary” by the Disclosing Party at the time of written disclosure, and (c) all information that is orally 


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designated as “confidential” or “proprietary” by the Disclosing Party at the time of oral disclosure and is confirmed to be “confidential” or “proprietary” in writing within ten (10) days after oral disclosure.  The obligations of this ‎Section 9.08 shall not apply as to any portion of the Confidential Information that: (i) is or becomes generally available to the public other than from disclosure by the Receiving Party, its Representatives or its Affiliates; (i) is or becomes available to the Receiving Party or its Representatives or its Affiliates on a non-confidential basis from a source other than the Disclosing Party when the source is not, to the best of the Receiving Party’s knowledge, subject to a confidentiality obligation to the Disclosing Party with respect to such information; (i) is independently developed by Receiving Party, its Representatives or its Affiliates, without reference to the Confidential Information as evidenced by written documents; or (i) is approved for disclosure in writing by the Disclosing Party.
(b)    The Receiving Party agrees (i) to use the Confidential Information only in connection with this Agreement and permitted use(s) and maintenance of the LM Products, Spare Parts and Services, (i) to take reasonable measures to prevent disclosure of the Confidential Information, except to its Representatives who have a need to know such information for such Receiving Party to perform its obligations under this Agreement or in connection with the permitted use(s) and maintenance of the LM Products, Spare Parts and Services, and (i) not to disclose the Confidential Information to a competitor of the Disclosing Party.  The Receiving Party further agrees to obtain a commitment from any recipient of Confidential Information to comply with the terms of this ‎Section 9.08 before disclosing the Confidential Information.
(c)    If the Receiving Party or any of its Affiliates or Representatives is required by Law, legal process or a Governmental Entity to disclose any Confidential Information, such Receiving Party agrees to provide the Disclosing Party with prompt written notice to permit the Disclosing Party to seek an appropriate protective order or agency decision or to waive compliance by the Receiving Party with the provisions of this ‎Section 9.08.  If, absent the entry of a protective order or other similar remedy, the Receiving Party is, based on the advice of its counsel, legally compelled to disclose such Confidential Information, such Receiving Party may furnish only that portion of the Confidential Information that has been legally compelled to be disclosed, and shall exercise its reasonable efforts in good faith to obtain confidential treatment for any Confidential Information so disclosed.
(d)    Upon written request of the Disclosing Party, the Receiving Party shall promptly at its option either: (i) return all Confidential Information disclosed to it or (i) destroy (with such destruction certified in writing by the Disclosing Party) all Confidential Information, without retaining any copy thereof, except to the extent retention is necessary for the limited purpose to enable permitted use(s) and maintenance of the LM Products, Spare Parts and Services.  No such termination of this Agreement or return or destruction of any Confidential Information will affect the confidentiality obligations of the Receiving Party all of which will continue in effect as provided in this Agreement.
Section 9.09.    Counterparts; Electronic Transmission of Signatures.  This Agreement may be executed in any number of counterparts and by different Parties in separate counterparts, and delivered by means of electronic mail transmission or otherwise, each of which 


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when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.
Section 9.10.    Assignment.  Neither Party shall assign this Agreement without the prior written consent of the other Party; provided, that, either Party may assign this Agreement, and all of its rights and obligations under this Agreement, at any time to an Affiliate that is capable of performing under this Agreement.  Neither Party shall assign any PO hereunder without the prior written consent of the other Party; provided, that, either Party may assign a PO at any time to an Affiliate that is capable of performing under such PO. Any permitted assignee of a Party shall be bound by the terms and conditions of this Agreement.
Section 9.11.    Rules of Construction.  Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (a) references to the terms Article, Section, paragraph and Schedule are references to the Articles, Sections, paragraphs and Schedules of this Agreement unless otherwise specified; (a) the terms “hereof”, “herein”, “hereby”, “hereto”, and derivative or similar words refer to this entire Agreement, including the Schedules hereto; (a) references to “$” shall mean U.S. dollars; (a) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (a) the word “or” shall not be exclusive; (a) references to “written” or “in writing” include in electronic mail form; (a) provisions shall apply, when appropriate, to successive events and transactions; (a) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (a) each Party has participated in the negotiation and drafting of this Agreement and all schedules and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in any of this Agreement; (a) a reference to any Person includes such Person’s successors and permitted assigns; (a) any reference to “days” means calendar days unless Business Days are expressly specified; (a) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; (a) wherever a license is granted to BHGE hereunder, such license, and all applicable related rights and obligations under ‎ARTICLE 6, shall be understood to cover and apply to BHGE and its Affiliates (in the case of any Person that is an Affiliate, only for so long as such Person remains an Affiliate), and provided that, notwithstanding anything in the definition of Affiliates to the contrary, a Person shall not constitute an Affiliate of BHGE for the purposes of this Section 9.11 unless at least sixty percent (60%) of the equity interests of such Person are owned by BHGE and its Affiliates; and (a) where a license is granted to GE Aviation and its Affiliates hereunder, such license shall be granted to such Affiliate only for so long as such Person remains an Affiliate of GE Aviation.


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Section 9.12.    Non-Recourse.  No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or Representative of any Party shall have any liability for any obligations or liabilities of such Party under this Agreement of or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.
Section 9.13.    Subcontractor Flow Downs for United States Government Commercial Items Contracts.  If LM Products, Spare Parts and Services being procured by BHGE are in support of a United States government end customer or an end customer funded in whole or part by the United States government, directly or through a prime contractor, BHGE shall expressly identify such use of any LM Product, Spare Part or Service in the PO at which time GE Aviation may choose to accept or reject the PO based on its ability to produce such parts or render such services in accordance with US government requirements.  In such event, the Parties will agree to additional terms to be added to this Agreement to ensure such procurement complies with all relevant government regulations.
Section 9.14.    Independent Contractors.  The relationship of GE Aviation and BHGE established by this Agreement is that of independent contractors.
Section 9.15.    Force Majeure.  No Party shall be responsible to the other Party for any failure or delay in performing any of its obligations under this Agreement (including any POs issued hereunder) or for other nonperformance hereunder (excluding, in each case, the obligation to make payments when due) to the extent such delay or nonperformance is caused by an event that is objectively outside of the reasonable control of the impacted Party, including fire, flood, earthquake, hurricane, act of God, war, act of terrorism, prolonged and unforeseeable unavailability of power or raw materials or supply, act or failure of the government of any country or of any local government.  In such event, such affected Party shall use commercially reasonable efforts to resume performance of its obligations as soon as possible and minimize the impact of the force majeure event, and will keep the other Party informed of actions related thereto.
Section 9.16.    Press Release and Public Statements.  The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by GE and BHGE.  No Party nor any Affiliate or Representative of any Party, shall make, issue or cause the publication of any press release or similar public announcement or otherwise communicate with any news media with respect to this Agreement or any of the terms hereof or any disputes arising from this Agreement, without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), except (i) as a Party believes in good faith and based on advice of counsel is required by applicable Law or by applicable rules of a national securities exchange or trading market on which such Party or its affiliates lists or trade securities (in which case the disclosing Party will (to the extent permitted by Law) use its commercially reasonable efforts to (a) advise the other Party before making such disclosure and (b) provide such other Party a reasonable opportunity to review and comment on such release or announcement, and consider in good faith any comments or positions on disclosure (including making redactions to preserve confidentiality) with respect thereto) and (i) that after any press release or public announcement has been made in accordance with this Section 9.16, each Party may make further public statements, press releases, public announcements, investor presentations 


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or calls, so long as such statements, press releases, public announcements, investor presentations or calls are consistent in all material respects with (and do not disclose Confidential Information or other non-public information contained in this Agreement other than information previously disclosed in) such previous statements, releases, public announcements, investor presentations or calls made jointly by BHGE and GE. Further, the Parties agree not to make any disparaging or defamatory public comments about the other Party arising from actions under this Agreement.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.
	
		
	GENERAL ELECTRIC COMPANY, acting through its GE Aviation business unit

	By:
	/s/ Jaclyn Welsh

	Name:  Jaclyn Welsh

	Title:    GM Aeroderivative Engine Operations








	
		
	BAKER HUGHES, A GE COMPANY, LLC

	By:
	/s/ Lee Whitley

	Name:  Lee Whitley

	Title:    Corporate Secretary










[SIGNATURE PAGE TO SUPPLY AND TECHNOLOGY DEVELOPMENT AGREEMENT]