Confidential portions of this exhibit have been omitted
pursuant to a request for confidential treatment filed
separately with the Securities and Exchange Commission.
Omissions are designated by the symbol [*****].
Exhibit 10.26
Final Draft
Ancillary Know-How Supplemental License Agreement No. 05-031
To
Hardware, Material, Services General Terms Agreement No. MWS
Between
The Boeing Company
And
Mid-Western Aircraft Systems, Inc.
Entered into as of June 16, 2005
This Ancillary Supplemental License Agreement (SLA) incorporates the terms and
conditions of the HMSGTA. All capitalized terms used but not defined in this SLA
have the same meaning as in the HMSGTA. Notwithstanding the phrase "Supplemental
License Agreement" as defined in the HMSGTA, the term "SLA" used herein applies
to this specific agreement.
Boeing has entered into an Asset Purchase Agreement (the "APA") with Customer,
dated as of February 22, 2005 pursuant to which Boeing will sell, and Customer
will purchase, the Wichita Business. As of the date of Closing the Boeing
employees which will become Customer employees after Closing have Know-How
relative to the Wichita Business.
Accordingly, Boeing and Customer agree as follows:
Boeing hereby grants to Customer the right to use the Know-How, in accordance
with the terms and conditions of this SLA and HMSGTA.
BOEING MANAGEMENT COMPANY MID-WESTERN AIRCRAFT SYSTEMS, INC.
Signature: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Signature: /s/ ▇▇▇▇ ▇▇▇▇▇▇
--------------------------- ---------------------------
Printed Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Printed Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Director-New Business Ventures Title: President
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Confidential portions of this exhibit have been omitted
pursuant to a request for confidential treatment filed
separately with the Securities and Exchange Commission.
Omissions are designated by the symbol [*****].
1. DEFINITIONS.
The following capitalized term and definition is used and not otherwise
defined in this SLA:
"Know-How" means the knowledge and experience of a technical, commercial,
administrative, or financial nature which has been practically applicable in
operating the Boeing Wichita Site business up to the date hereof, whose
application is not protected by means of patents, and specifically excludes
Proprietary Information and Proprietary Materials.
2. LICENSE GRANT.
2.1 Boeing hereby grants to Customer a non-exclusive, perpetual,
fully-paid, irrevocable, worldwide license to use Know-How, for any purpose
whatsoever.
2.2 Notwithstanding Part 1 Article 17 - Term - of the HMSGTA, if the
HMSGTA is terminated by Boeing for any reason other than its Part 1 Article 14 -
Termination for Insolvency - during the term of this SLA, the parties agree that
the SLA shall continue under the terms of the HMSGTA.
3. ROYALTIES
This license is a [*****] license.
4. CONFIDENTIAL TREATMENT.
Customer understands that certain commercial and financial
information contained in this SLA are considered by Boeing as
confidential. Customer will treat this SLA and the information contained
herein as confidential and will not, without the prior written consent of
Boeing, disclose this SLA or any information contained herein to any other
person or entity.
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