Delta Airlines 2014 Annual Report Download - page 278

Exhibit I
In the event of any such assignment or transfer, the ACS Sublicensee shall transfer the copies of the ACS Supplier
Software attached to the sold, transferred or leased Aircraft (including all component parts, media, any upgrades or
backup copies, this ACS Software Sublicense, and if applicable, certificate(s) of authenticity), except as otherwise
instructed by the Sublicensor or ACS Sublicensor.
Without prejudice to Article 10 hereof, in the event of the ACS Sublicensee intending to designate a maintenance
and repair organization or a third party to perform the maintenance of the Aircraft or to perform data processing on
its behalf (each a “ Third Party ”),
the ACS Sublicensee shall notify the ACS Sublicensor of such intention prior to
any disclosure of this ACS Software Sublicense and/or the ACS Supplier Software to such Third Party.
The ACS Sublicensee hereby undertakes to cause such Third Party to enter into appropriate licensing conditions
with the corresponding ACS Supplier and to commit to use the ACS Supplier Software solely for the purpose of
maintaining the ACS Sublicensee’s Aircraft and/or processing the ACS Sublicensee’s data.
Use of the ACS Supplier Software is limited to the number of copies delivered by the ACS Sublicensor or the Sub-
Sublicensor to the ACS Sublicensee and to the medium on which the ACS Supplier Software is delivered. No
reproduction shall be made without the written consent of the Sublicensor or the ACS Sublicensor, except that the
ACS Sublicensee is authorized to copy the ACS Supplier Software for back-
up and archiving purposes. Any copy
the ACS Sublicensor or the Sub-
Sublicensor authorizes the ACS Sublicensee to make shall be performed under
the sole responsibility of the ACS Sublicensee. The ACS Sublicensee agrees to reproduce the copyright and other
notices as they appear on or within the original media on any copies that the ACS Sublicensee makes of the ACS
Supplier Software.
Subject to the ACS Sublicensee having complied with the terms of this ACS Software Sublicense, the rights under
this ACS Software Sublicense shall be granted from the date of Delivery of each Aircraft until the earlier of (i) the
Aircraft ceasing to be operated, in which case the license rights pertaining to such Aircraft shall be deemed
terminated for such Aircraft on the date of the last operation thereof by the ACS Sublicensee or any of its
assignees, or (ii) the Agreement, this ACS Software Sublicense or any part thereof, being terminated for any
reason whatsoever, in which case the ACS Sublicensee shall immediately cease to use the affected ACS Supplier
Software upon the effective termination date.
[***] CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT
3.2
Delegation
4.
COPIES
5.
TERM