Delta Airlines 2014 Annual Report Download - page 276

Exhibit I
laws of any other jurisdiction. All disputes arising in connection with this Software Sublicense shall be submitted to
the competent courts of New York, and the parties hereby agree to submit to the jurisdiction of those courts.
PART 3
END-USER SUBLICENSE AGREEMENT FOR ACS SUPPLIER SOFTWARE
For the purposes of this end-user sublicense agreement for ACS Supplier Software (the “
ACS Software
Sublicense ”) the following definitions shall apply:
“Agreement”
means the Purchase Agreement of even date herewith covering the purchase and sale of the
Aircraft subject thereof.
“Aircraft” means, individually or collectively, the Aircraft subject of the Agreement.
“Composite Work”
means the package composed of various elements, such as database(s), software or data,
and which necessitates the use of the ACS Supplier Software.
“ Permitted Purpose”
means use of the ACS Supplier Software by the ACS Sublicensee for its own internal
business needs, solely in conjunction with the Aircraft and in particular pertaining to (i) operation of the Aircraft; (ii)
on ground operational support of the Aircraft; or (iii) related authorized customization of software.
“ACS Sublicensee” means the Buyer under the Agreement.
“ACS Sublicensor”
means the Seller under the Agreement as authorized by the ACS Supplier to sublicense the
ACS Supplier Software to the operators of Airbus aircraft.
“ACS Supplier” means each of the Sublicensor’
s suppliers owning the intellectual property rights in the
corresponding ACS Supplier Software (or holding the right to authorize the Sublicensor to sublicense such ACS
Supplier Software) and having granted to the Sublicensor the right to sublicense such ACS Supplier Software.
“Airbus Contracted Suppliers Support Agreement”
shall have the meaning set forth in Clause 12.3.2.1.4 of the
Agreement.
“ACS Supplier Software” means each of the ACS Supplier’
s proprietary products including Composite Work,
configurations, processes, rules (together with any related documentation) as well as any modifications,
enhancements or extensions thereto, as may be provided by the ACS Supplier or the ACS Sublicensor from time to
time and the supply of which to the ACS Sublicensee is governed by a Airbus Contracted Suppliers Support
Agreement. The ACS Supplier Software shall be supplied in machine readable code form only, for use in
connection with the Aircraft or operations related to the Aircraft.
[***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT
1.
DEFINITIONS