Frontier Airlines 2006 Annual Report Download - page 191

B. TERMS AND CONDITIONS GOVERNING LICENSE
1. United Marks. Contractor hereby acknowledges United’s ownership of the United Marks, further acknowledges the
validity of the United Marks and agrees that it will not do anything in any way to infringe or abridge United’s rights in its marks or
directly or indirectly to challenge the validity of the United Marks.
2. Service Standards. Contractor agrees that, in providing services under this Agreement in conjunction with one or
more of the United Marks, it will comply with all service quality standards prescribed by United for United Express Carriers (“United
Express Service Standards or Service”). United Express Service Standards include, but are not limited to, United standards for (a)
aircraft types, as referenced in Article IV.A, (b) customer service, as set forth in United’s Customer Service Policies and Procedures,
(c) minimum customer service training requirements consistent with United’s customer service practices and procedures, (d) in-flight
amenities and service, (e) aircraft appearance, (f) United/United Express safety programs (and Contractor will enter into any
agreements relating to such programs that are similar to those offered to other United Express Carriers), (g) any other quality control
measures designated by United, as such standards may be prescribed by United from time to time and (h) customer problem resolution
(“CPR”). As necessary, United will provide training to Contractor’s designated instructors in the requirements of United’s Customer
Service Policies and Procedures and CPR programs; provided that United will at its expense provide a trainer and materials, and
United agrees that the Service Standards prescribed by it will not be unreasonable in light of the facilities and aircraft available to
Contractor. United will have the right, from time to time, to inspect Contractor’s United Express Services to determine if they conform
to the United Express Service Standards. In the event United determines that Contractor is not in compliance with the Service
Standards United will notify Contractor and Contractor will promptly rectify any such noncompliance. Failure on the part of United to
conduct such inspections will not relieve Contractor of its obligations to conform to United’s Service Standards. If Contractor fails to
comply with any material part of the Service Standards and such failure is not corrected as soon as practicable (and, in any event,
within 30 days or with respect to a failure that cannot be corrected within 30 days, if Contractor has not commenced corrective action
within 30 days) after Contractor’s receipt of written notice of such failure from United, then United may, at its discretion, following 30
days prior written notice to Contractor restrict or eliminate Contractor’s pleasure travel privileges, require Contractor to bear costs
reasonably related to such failure in excess of normal guidelines, suspend Contractor’s authority to serve specified city pair markets,
or impose other available remedies. The United Express Service Standards are outlined in Appendix I, and may be changed by United
upon notice given to Contractor from time to time.
3. [Intentionally omitted.]
4. Liability for Operations. Nothing in this Article VI.B is intended to nor will be construed so as to relieve Contractor
of any liability or to impose any liability on United for Contractor’s United Express Services by virtue of any of United’s rights under
Article VI.B.2, whether exercised or not.
5. Non-Exclusivity. Nothing in this Agreement is intended nor will be construed to give Contractor the exclusive right
to use the United Marks, or to abridge United’s right to use or to license the Marks, and United hereby reserves the right to continue
use of the United Marks and to license such other uses of such Marks as United may desire.
6. Reversion of Marks. Upon termination of this Agreement for any reason, the right to use herein granted for the
United Marks will immediately revert back to United, and Contractor will have no right to use such Marks in any way. Further,
Contractor will, at its sole cost and expense immediately upon termination of this Agreement, remove all United Marks from its
aircraft, its other vehicles, the uniforms of its personnel, its facilities and from any and all other places or things controlled or formerly
controlled by Contractor.
C. INFRINGEMENT
United will, at its expense, defend, indemnify, release, protect, save and hold Contractor, its officers, directors, agents and
employees harmless from and against any and all liabilities, damages, expenses, losses, claims, demands, suits, fines or judgments,
including but not limited to attorneys’ and witnesses’ fees, costs and expenses incident thereto, which may be suffered by, accrue
against, be charged to or be recovered from Contractor as a result of any third-party claim that the use by Contractor of any United
Mark in accordance with the terms of this Agreement infringes a registered trademark or service mark of any third party in the United
States, and will pay all costs, damages and attorneys’ fees that a court finally awards as a result of such claim. To qualify for such
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Research℠