Frontier Airlines 2006 Annual Report Download - page 286

EXHIBIT C
Aircraft Specification, Interior Configuration, Livery and Use of Frontier Marks
1. Aircraft Specification. The specifications of the Covered Aircraft will be as set forth in Schedule 1 of this Exhibit C.
2. Grant. Frontier hereby grants to RAI, and RAI accepts, a non-exclusive, personal, non-transferable, royalty-free right and
license to adopt and use the Frontier Marks in connection with the rendering by RAI of Regional Airline Services, subject to
the conditions and restrictions set forth herein.
3. Ownership of the Frontier Marks.
a. Frontier shall at all times remain the owner of the Frontier Marks and any registrations thereof and RAI's use of any
Frontier Marks shall clearly identify Frontier as the owner of such marks (to the extent practical) to protect Frontier's
interest therein. All use by RAI of the Frontier Marks shall inure to the benefit of Frontier. Nothing in this Agreement shall
give RAI any right, title, or interest in the Frontier Marks other than right to use the Frontier Marks in accordance with the
terms of this Agreement.
b. RAI acknowledges that Frontier is the owner of the Frontier Marks and hereby agrees to take no action that would be
contrary to Frontier’s ownership of the Frontier Marks and agrees to cooperate with all of Frontier’s reasonable request to
take any and all actions necessary to protect and preserve Frontier’s ownership of the Frontier Marks.
4. Use of the Frontier Marks.
a. RAI shall use the Frontier Marks only as authorized herein by Frontier and in accordance with such standards of quality as
Frontier may establish.
b. RAI shall use the Frontier Marks on all Covered Aircraft (other than the Spare Aircraft) and all facilities, equipment and
printed materials used in connection with the Regional Airline Services.
c. RAI shall not use the Frontier Marks for any purpose other than as set forth in this Exhibit C, and specifically shall have
no right to use the Frontier Marks on or in any aircraft other than Covered Aircraft or in connection with any other
operations of RAI.
d. Frontier shall have exclusive control over the use and display of the Frontier Marks, and may change the Frontier Marks
at any time and from time to time, in which case RAI shall as soon as practicable make such changes as are requested by
Frontier to incorporate the new Frontier Marks; provided that Frontier shall either pay directly the reasonable costs of
making such changes or shall promptly reimburse RAI for its reasonable expenses incurred in making such changes.
e. Nothing shall abridge Frontier's right to use and/or to license the Frontier Marks, and Frontier reserves the right to the
continued use of all the Frontier Marks, to license such other uses of the Frontier Marks and to enter into such agreements
with other carriers providing for arrangements similar to those with RAI as Frontier may desire. No term or provision of
this Agreement shall be construed to preclude the use of the Frontier Marks by other persons or for similar or other uses not
covered by this Agreement.
5. Frontier-Controlled Litigation. Frontier at its sole expense shall take all steps that in its opinion and sole discretion are
necessary and desirable to protect the Frontier Marks against any infringement or dilution. RAI agrees to cooperate fully with
Frontier in the defense and protection of the Frontier Marks as reasonably requested by Frontier. RAI shall report to Frontier
any infringement or imitation of, or challenge to, the Frontier Mark, immediately upon becoming aware of same. RAI shall
not be entitled to bring, or compel Frontier to bring, an action or other legal proceedings on account of any infringements,
imitations, or challenges to any element of the Frontier Marks without the written agreement of Frontier. Frontier shall not be
liable for any loss, cost, damage or expense suffered or incurred by RAI because of the failure or inability to take or consent
to the taking of any action on account of any such infringements, imitations or challenges or because of the failure of any
such action or proceeding. If Frontier shall commence any action or legal proceeding on account of such infringements,
imitations or challenges, RAI agrees to provide all reasonable assistance requested by Frontier in preparing for and
prosecuting the same.
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Research℠