Delta Airlines 2014 Annual Report Download - page 172

Subject to the terms, conditions, limitations and restrictions (including, but not limited to, the Exclusivity of
Warranties and Duplicate Remedies provisions) as hereinafter set out, and that the same are in full force and effect and
have not been amended, the Seller shall indemnify the Buyer from and against any damages, costs and expenses
including reasonable legal costs (excluding damages, costs, expenses, loss of profits and other liabilities in respect of
or resulting from loss of use of any Aircraft) in case of any actual or alleged infringement by any Aircraft or any
Warranted Part or the use thereof of:
The Seller’
s undertaking under this Clause 13 shall not apply to (i) Buyer Furnished Equipment or Propulsion
Systems, (ii) components, accessories, equipment or parts which are not Warranted Parts or not supplied pursuant to a
Supplier Product Support Agreement, or (iii) software not developed or created by the Seller.
Should the Buyer be enjoined from using any part of an Aircraft by reason of infringement of a patent covered by
Subclause 13.1, the Seller shall, at its option and expense, either (i) procure for the Buyer the right to use such part
free of any liability for patent infringement or (ii) as soon as possible replace such part with a noninfringing substitute
otherwise complying with the requirements of this Agreement.
The Seller’
s obligation hereunder with respect to any actual or alleged infringement is conditioned upon
commencement of suit against the Buyer for infringement or the Buyer’s
[***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT
13.
PATENT INDEMNITY
13.1
Scope
(i)
any British, French, German, Spanish or US patent, or
(ii)
any patent issued under the laws of any other country in which the Buyer may lawfully operate the Aircraft,
provided that:
(a)
from the time of design of such Aircraft, accessory, equipment or part and until infringement claims are
resolved, such country and the flag country of the Aircraft is each a party to the Chicago Convention
on International Civil Aviation of December 7, 1944, and is fully entitled to all benefits of Article 27
thereof, or in the alternative,
(b)
from such time of design and until infringement claims are resolved, such country and the flag country of
the Aircraft is each a party to the International Convention for the Protection of Industrial Property
of March 20, 1883 (known as the “ Paris Convention” ).
13.2 Seller’
s Action
13.3 Seller’
s Obligation
CT1404840_PA_A330-900neo_A350-900_EXECUTION.Docx
PRIVILEDGED AND CONFIDENTIAL
57