Frontier Airlines 2006 Annual Report Download - page 300

EXHIBIT F
Use of RAI Marks
1. Grant. RAI hereby grants to Frontier, and Frontier accepts, a non-exclusive, personal, non-transferable, royalty-free right and
license to adopt and use the RAI Marks (as defined below) in connection with Frontier's entering into this Agreement, subject to the
conditions and restrictions set forth herein.
2. Ownership of the RAI Marks.
a. RAI shall at all times remain the owner of the RAI Marks and any registrations thereof and Frontier's use of any RAI Marks shall
clearly identify RAI as the owner of such marks (to the extent practical) to protect RAI's interest therein. All use by Frontier of the
RAI Marks shall inure to the benefit of RAI. Nothing in this Agreement shall give Frontier any right, title, or interest in the RAI
Marks other than right to use the RAI Marks in accordance with the terms of this Agreement
b. Frontier acknowledges RAI's ownership of the RAI Marks and further acknowledges the validity of the RAI Marks. Frontier
agrees that it will not do anything that in any way infringes or abridges RAI's rights in the RAI Marks or directly or indirectly
challenges the validity of the RAI Marks.
3. Use of the RAI Marks.
a. Frontier shall use the RAI Marks only as authorized herein by RAI and in accordance with such standards of quality as RAI may
establish.
b. Frontier shall use the RAI Marks as necessary or appropriate in Frontier's sole discretion in connection with the Regional Airline
Services, including without limitation the sale or disposition by Frontier of the seat inventory of the Scheduled Flights.
c. Frontier shall not use the RAI Marks for any purpose other than as set forth in this Exhibit F, and specifically shall have no right to
use the RAI Marks in connection with any other operations of Frontier.
d. RAI may change the RAI Marks at any time and from time to time (including by adding or deleting marks from the list specified
in this Exhibit F), in which case Frontier shall as soon as practicable make such changes as are requested by RAI to utilize the new
RAI Marks; provided that RAI shall either pay directly the reasonable costs of making such changes to the RAI Marks or shall
promptly reimburse Frontier for its reasonable expenses incurred in making such changes.
e. Nothing shall abridge RAI's right to use and/or to license the RAI Marks, and RAI reserves the right to the continued use of all the
RAI Marks, to license such other uses of the RAI Marks and to enter into such agreements with other carriers providing for
arrangements similar to those with Frontier as RAI may desire. No term or provision of this Agreement shall be construed to preclude
the use of the RAI Marks by other persons or for other similar uses not covered by this Agreement.
4. RAI-Controlled Litigation. RAI at its sole expense shall take all steps that in its opinion and sole discretion are necessary and
desirable to protect the RAI Marks against any infringement or dilution. Frontier agrees to cooperate fully with RAI in the defense and
protection of the RAI Marks as reasonably requested by RAI. Frontier shall report to RAI any infringement or imitation of, or
challenge to, the RAI Marks, immediately upon becoming aware of same. Frontier shall not be entitled to bring, or compel RAI to
bring, an action or other legal proceedings on account of any infringements, imitations, or challenges to any element of the RAI Marks
without the written agreement of RAI. RAI shall not be liable for any loss, cost, damage or expense suffered or incurred by Frontier
because of the failure or inability to take or consent to the taking of any action on account of any such infringements, imitations,
challenges or because of the failure of any such action or proceeding. If RAI shall commence any action or legal proceeding on
account of such infringements, imitations or challenges, Frontier agrees to provide all reasonable assistance requested by RAI in
preparing for and prosecuting the same.
5. Revocation of License. RAI shall have the right to cancel the license provided herein in whole or in part at any time and for any
reason, in which event all terminated rights to use the RAI Marks provided Frontier herein shall revert to RAI and the RAI Marks shall
not be used by Frontier in connection with any operations of Frontier. Frontier shall cease all use of the RAI Marks in all respects
upon the last Covered Aircraft being withdrawn from this Agreement. Frontier shall not thereafter make use of any word, words, term,
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Research℠