SPECIAL BUSINESS PROVISIONS
between
THE BOEING COMPANY
and
PATS, INC.
6-5754-02-063
i
SPECIAL BUSINESS PROVISIONS
TABLE OF CONTENTS
MANDATORY SECTIONS FIXED QTY OR REQUIREMENTS
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Section Item
------- ----
1.0 DEFINITIONS
2.0 PURCHASE ORDER NOTE
3.0 PRICES
3.1 Product Pricing
3.2 Manufacturing Configuration Baseline
3.3 Packaging
4.0 GOVERNING QUALITY
ASSURANCE REQUIREMENT
5.0 APPLICABLE LAW/JURISDICTION
6.0 PRODUCT ASSURANCE
7.0 PAYMENT
7.1 Recurring Cost
7.2 Non-Recurring Cost
9.0 NOTICES
9.1 Addresses
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REQUIREMENTS SECTIONS
10.0 OBLIGATION TO PURCHASE AND SELL
11.0 COST AND FINANCIAL PERFORMANCE
VISIBILITY
12.0 CHANGES
12.1 Changes to the Statement of Work
12.2 Computation of Equitable Adjustment
12.3 Obsolescence
12.4 Change Absorption
12.5 Planning Schedule
12.6 Value Engineering
13.0 SPARES AND OTHER PRICING
13.1 Spares
13.2 Short Flow Production Requirements
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TABLE OF CONTENTS
Section Item
------- ----
13.4 Pricing of Boeing's Supporting
Requirements
13.5 Pricing of Requirements for
Modification or Retrofit
13.6 Similar to Pricing
14.0 STATUS REPORTS/REVIEWS
15.0 FOREIGN PROCUREMENT REPORT
17.0 ASSIGNMENT
19.1 Technical Work Product
19.2 Inventions and Patents
19.3 Works of Authorship and Copyrights
19.4 Pre-Existing Inventions and
Works of Authorship
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SCD REQUIREMENTS CONTRACT
20.0 ADMINISTRATIVE AGREEMENT
21.0 GUARANTEED WEIGHT REQUIREMENTS
22.0 SUPPLIER DATA REQUIREMENTS
23.0 DEFERRED PAYMENT TERMS
24.0 SOFTWARE PROPRIETARY
INFORMATION RIGHTS
Attachment 1 Work Statement and Pricing
Attachment 2 Foreign Procurement Report
Attachment 3 Rates and Factors
Attachment 4 Boeing AOG Coverage
Attachment 5 Boeing AOG/Critical
Shipping Notification
ATTACHMENT 6 SUPPLIER DATA REQUIREMENTS LIST
CUSTOMER SUPPORT
ATTACHMENT 7 SUPPLIER DATA REQUIREMENTS LIST
ENGINEERING
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AMENDMENTS
AMEND
NUMBER DESCRIPTION DATE APPROVAL
------- ----------- ---- --------
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SPECIAL BUSINESS PROVISIONS
THESE SPECIAL BUSINESS PROVISIONS are entered into as of January 15, 1998 by
and between PATS, INC., a Maryland corporation with its principal office in
Columbia, Maryland ("Seller"), and The Boeing Company, a Delaware corporation
with an office in Seattle, Washington acting by and through its division the
Boeing Commercial Airplane Group ("Boeing").
RECITALS
A. Boeing and Seller entered into a General Terms Agreement GTA
#5-5754-02-063 dated January 15, 1998 (the "Agreement") which is
incorporated herein and made a part hereof by this reference, for the
sale by Seller and purchase by Boeing of Products.
B. Boeing and Seller desire to include these Special Business Provisions
("SBP") relating to the sale by Seller and purchase by Boeing of
Products.
Now, therefore, in consideration of the mutual covenants set forth herein, the
parties agree as follows:
A. Boeing produces commercial airplanes.
B. Seller desires to design, manufacture, install, test and
certify auxiliary fuel tank systems for 737-700 BBJ Aircraft, and
Seller wishes to utilize Buyer's proprietary technical requirements
documents and other Buyer proprietary technical information and
data for that purpose.
C. Seller further desires to sell auxiliary fuel tank systems to
Buyer and install such systems on 737-700 BBJ Aircraft as directed
by ▇▇▇▇▇.
D. Buyer is willing to disclose its proprietary technical
requirements documents and other of its proprietary information,
data and documents to Seller and is prepared to monitor (and, at
Buyer's discretion, assist with) Seller's design, installation,
testing and certification of auxiliary fuel tank systems for
737-700 BBJ Aircraft; all on the condition that Seller will keep
such proprietary documents, information and data confidential
and not use such documents, information or data in any way in
connection with the sale of such systems to any customer other
than Buyer.
▇. ▇▇▇▇▇ and Seller wish to enter into an agreement establishing a
framework for facilitating (1) the design, manufacture, testing and
certification of auxiliary fuel tank systems by Seller, (2) the sale
of such systems by Seller to Buyer, and (3) the installation of such
systems, when purchased by Buyer, on aircraft owned by Buyer's
customers; all in accordance with individual purchase orders which
will subsequently be issued by Buyer and accepted by Seller.
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1.0 DEFINITIONS
The General Terms Agreement and Product Support and Assurance Agreement
is incorporated herein and made a part hereof by reference, for the sale
by Seller and purchase by Buyer of Products. The definitions used herein
shall be the same as used in the General Terms Agreement Section 1.0.
2.0 PURCHASE ORDER NOTE
The following note shall be contained in any Order to which these SBP
and GTA are applicable:
This Order is subject to and incorporates by this reference
SBP#________ and GTA #6-5754-02-033 between The Boeing Company and PATS,
Inc. dated February 17, 1998.
Each Order bearing such note shall be governed by and be deemed to
include the provisions of these SBP.
3.0 PRICES
3.1 PRODUCT PRICING
TO BE USED FOR FIXED QUANTITY (120 SHIPSETS) BUYS.
REQUIREMENT W/ ABNORMAL ESCALATION - TO BE USED FOR REQUIREMENTS (PERIOD
OF PERFORMANCE) BUYS
The prices and applicable period of performance of Products scheduled
for delivery under this SBP are set forth in Attachment 1. Prices are in
United States dollars, F.O.B. SELLER'S PLANT. Said prices shall be
subject to escalation as set forth in Attachment 1.
3.1.1 OPTION PRICING
Seller irrevocably grants to Boeing the option to purchase any quantity
of additional Products on the terms and conditions set forth in this SBP
at the prices set forth herein, increased or decreased by any equitable
adjustments provided herein.
3.1.2 EXERCISE OF OPTION
Boeing may exercise such option by written notice to Seller at any time
prior to the last delivery of the Product(s) to Boeing; provided
however, that such option must be exercised in sufficient time to permit
Seller to support Boeing's required deliveries. Seller agrees to provide
Boeing with written notice at least sixty (60) days prior to the date
when, in Seller's opinion, the option must be exercised. Boeing may
extend the option exercise date by purchasing long lead materials, or
authorizing Seller to purchase such materials on terms acceptable to
Boeing, if such purchase would have the effect of extending the date for
assuring production continuity.
Boeing reserves the right to (a) not exercise the option and commence
new negotiations with Seller for additional quantities of Products; or
(b) purchase such additional quantities of Products from third parties.
The purchase of such additional quantities of Products from third
parties shall not abrogate any of Seller's obligations to Boeing
pursuant to the Agreement.
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3.2 MANUFACTURING CONFIGURATION BASELINE
Unit pricing for each Product or part number shown in Attachment 1 is
based on the latest revisions of the engineering drawings or
specifications at the time of the signing of this SBP.
4.0 GOVERNING QUALITY ASSURANCE REQUIREMENT
Pick the appropriate governing document for applicable procurement
package.
All work performed under this SBP shall be in accordance with the
following document which is incorporated herein and made a part hereof
by this reference:
a) Document D1-8000A, "Quality Control Requirements for Boeing
Suppliers," as amended from time to time.
OR
b) All work performed under this SBP shall be in accordance with the
applicable drawings and specifications and Seller's existing
quality assurance system in place at the time the Product(s) are
manufactured.
5.0 APPLICABLE LAW JURISDICTION
Each Order, including all matters of construction, validity and
performance, shall in all respects be governed by, and construed and
enforced in accordance only with the law of the State of Washington as
applicable to contracts entered into and to be performed wholly within
such State, between citizens of such State, without reference to any
rules governing conflicts of law. Seller and Buyer hereby irrevocably
consents to and submits to the jurisdiction of the applicable courts of
Washington and the federal courts therein for the purpose of any suit,
action or other judicial proceeding arising out of or connected with any
Order or the performance or subject matter thereof. Seller hereby waives
and agrees not to assert by way of motion, as a defense, or otherwise,
in any such suit, action or proceeding, any claim that (a) Seller is not
personally subject to the jurisdiction of the above-named courts, (b)
the suit, action or proceeding is brought in an inconvenient forum
or (c) the venue of the suit, action or proceeding is improper.
6.0 PRODUCT ASSURANCE
6.1 GOVERNING DOCUMENT
Seller acknowledges that Boeing and Customers must be able to rely on
each Product performing as specified and that Seller will provide all
required support. Accordingly, the following provisions and document(s)
are incorporated herein and made a part hereof:
Seller warrants to Boeing and Customers that Products shall: (a) conform
in all respects to all the requirements of the Order; (b) be free from
all defects in materials and workmanship; and (c) to the extent not
manufactured pursuant to detailed designs furnished by Boeing, be free
from all defects in design and be fit for the intended purposes.
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SCD CONTRACTS
REPAIRABLE
6.2 PRODUCT SUPPORT AGREEMENT-SUPPLIER DESIGNED EQUIPMENT."DOCUMENT
NO. D6-51880.
Boeing may choose initially not to extend the Seller's full warranty
of Product to Customers. This action shall in no way relieve
Seller of any obligation set forth in the warranty documents listed
above. Boeing at its sole option may extend Seller's full warranty of
Product to its Customers at any time. Furthermore, Seller agrees
to provide support to the Product as long as any model Aircraft
using or supported by the Product remains in service.
7.0 PAYMENT
7.1 RECURRING PRICE
Unless otherwise provided under the applicable Order (see Attachment
Number -7-), Payment shall be net thirty (30) calendar days.
Payment due dates, including discount periods, shall be computed from
(a) the date of receipt of the Product, (b) the date of receipt of a
correct invoice or (c) the scheduled delivery date of such Product,
whichever is last. Any discount shall be taken on the full amount of
the invoice. All payments are subject to adjustment for shortages,
credits and rejections.
7.2 NON-RECURRING PRICE/SPECIAL CHARGES
Unless otherwise provided in the applicable Order, any non-recurring
price payable by Boeing under Attachment 1 shall be paid within
the term discount period or thirty (30) calendar days (whichever is
later) after receipt by Boeing of both acceptable Products and a
correct invoice.
9.0 NOTICES
9.1 ADDRESSES
Notices and other communications shall be given in writing by personal
delivery, United States mail, telex, teletype, telegram, facsimile,
cable or electronic transmission addressed to the respective party
as follows:
To Boeing: Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇: M/S 38-EW
BOEING COMMERCIAL AIRPLANE GROUP
MATERIEL DIVISION
P.O. Box 3707
Seattle, Washington 98124-2207
(▇▇▇) ▇▇▇-▇▇▇▇
To Seller: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇
PATS, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
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THE FOLLOWING SECTIONS TO BE USED IN ALL
REQUIREMENTS/PERIOD OF PERFORMANCE TYPE CONTRACTS
10.0 OBLIGATION TO PURCHASE AND SELL
TO BE USED IN REQUIREMENTS CONTRACT WITH MULTIPLE RELEASES
Boeing and Seller agree that in consideration of the prices set forth
under Attachment 1, Boeing shall issue Orders for Products from time
to time to Seller for Boeing's requirements. Such Products shall be
shipped at any scheduled rate of delivery, as determined by Boeing,
and Seller shall sell to Boeing. Boeing's requirements of such
Products, provided that, without limitation on Boeing's right to
determine its requirements, Boeing shall not be obligated to issue
any Orders for any given Product if:
A. Any of Boeing's customers specify an alternate product;
B. Such Product is, in Boeing's reasonable judgment, not
technologically competitive at any time, for reasons including
but not limited to the availability of significant changes in
technology, design, materials, specifications, or manufacturing
processes which result in a reduced price or weight or improved
appearance, functionality, maintainability or reliability;
C. Boeing gives reasonable notice to Seller of a change in any of
Boeing's aircraft which will result in Boeing no longer requiring
such Product for such aircraft;
D. Seller has materially defaulted in any of its obligations under
any Order, whether or not Boeing has issued a notice of default
to Seller pursuant to GTA Section 13.0; or,
E. Boeing reasonably determines that Seller cannot support Boeing's
requirements for Products in the amounts and within the delivery
schedules Boeing requires.
11.0 COST AND FINANCIAL PERFORMANCE VISIBILITY - FOR BUYER DIRECTED CHANGES
Seller shall provide all necessary cost support data, source documents
for direct and indirect costs, and assistance at the Seller's facility
for cost performance reviews performed by Boeing pursuant to any
Change Order.
12.0 CHANGES
12.1 CHANGES TO THE STATEMENT OF WORK
Boeing may direct Seller within the scope of the applicable Order and
in accordance with the provisions of GTA Section 11 to increase or
decrease the work to be performed by the Seller in the manufacture of
any Product.
12.2 COMPUTATION OF EQUITABLE ADJUSTMENT (OPTIONAL)
The Rates and Factors set forth in Attachment 3, which by this
reference is incorporated herein, shall be used to determine the
equitable adjustment, if any, (including equitable adjustments, if
any, in the prices of Products to be incorporated in Derivative
Aircraft),to be paid by Boeing pursuant to SBP Section 12.1 and GTA
Section 11 for each individual change.
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OBSOLESCENCE DOLLAR VALUE TO BE DETERMINED-DEFAULT VALUE $2,500
12.3 OBSOLESCENCE
Claims for obsolete or surplus material and work-in-process created by
change orders issued pursuant to this Section shall be subject to the
procedures set forth in GTA Section 11, except that Seller may not
submit a claim for obsolete or surplus material resulting from an
individual change order that has a total claim value of Twelve Hundred
and fifty dollars ($1,250) or less. Payment for obsolete or surplus
materials shall be made by check deposited as first class mail to the
address designated by Seller in SBP Section 9. Payment will be made on
the tenth (10th) day of the month following the month of the
obsolescence claim settlement.
12.4 CHANGE ABSORPTION (OPTIONAL)
12.4.1 PRIOR TO 100% ENGINEERING RELEASE (DRAWING REVISION LEVEL NEW)
12.4.1.1
GENERALLY
Notwithstanding the provisions of GTA Section 10.0 and SBP Section
12.1, no equitable adjustment in the prices or schedules of any Order
shall be made for any change initiated by Boeing made prior to the
date on which all engineering drawings that change the technical
requirements, descriptions, specifications, statement of work, drawing
or designs ("Technical Change(s)") have been released by Boeing ("100%
Engineering Release") provided, that an equitable adjustment shall be
made for:
a. Any Technical Change which is a change BETWEEN raw material
classifications such as a change from aluminum to steel or
titanium to plastic. Not included as a Technical Change for
purposes of this Section are changes WITHIN a raw material
classification such as a change from 7050 Aluminum to 7075
Aluminum;
b. Any Technical Change which adds or deletes a process
specification including but not limited to chem milling, chrome
plating, anodizing, painting, priming and heat treating.
12.4.1.2
CLAIMS
Claims for equitable adjustment for Technical Changes shall be
submitted in writing within thirty (30) days after 100% Engineering
Release.
12.4.2
SUBSEQUENT TO 100% ENGINEERING RELEASE
12.4.2.1
GENERALLY
Notwithstanding the provisions of GTA Section 10.0 and SBP Section
12.1, no equitable adjustment shall be made to the recurring or
non-recurring prices after the date of 100% Engineering Release for
any change initiated by Boeing unless the value of such change (debit
or credit) is greater than or equal to two percent (2%) of the then
current unit price for the Product (recurring) or is greater than or
equal to two percent (2%) of the total then current nonrecurring price
as set forth in Attachment 1. For purposes of this Section, the then
current unit price or total nonrecurring price shall be the price
identified in Attachment 1 plus any and all price adjustments agreed
to previously by the parties.
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12.4.2.2
CLAIMS
Claims shall be made individually for each Product and for each
change. Each claim shall be considered separately for application of
the two percent (2%) threshold. Changes may not be combined for the
purposes of exceeding the two percent (2%) threshold set forth herein.
12.6.1 SUBMISSION OF PROPOSAL
Proposals shall be submitted to Boeing's Material Representative.
Boeing shall not be liable for any delay in acting upon a proposal.
Boeing's decision to accept or reject any proposal shall be final. If
there is a delay and the net result in savings no longer justifies the
investment, Seller will not be obligated to proceed with the change.
Seller has the right to withdraw, in whole or in part, any proposal
not accepted by Boeing within the time period specified in the
proposal. Seller shall submit, as a minimum, the following information
with the proposal:
a. description of the difference between the existing requirement
and the proposed change, and the comparative advantages and
disadvantages of each;
b. the specific requirements which must be changed if the proposal
is adopted;
c. the cost savings and Seller's implementation costs;
d. Each proposal shall include the need dates for engineering
release and the time by which a proposal must be approved so as
to obtain the maximum cost reduction.
12.6.2 ACCEPTANCE AND COST SHARING
Boeing may accept, in whole or in part, any proposal by issuing a
change order. Until such change has been issued, Seller shall remain
obligated to perform in accordance with the terms and requirements of
the original Order as written. Boeing and Seller shall share the
savings as follows:
(50%) savings to Boeing;
(50%) savings to Seller.
Seller shall include with each proposal verifiable cost records and
other data as required by Boeing for proposal review and analysis.
Each party shall be responsible for its own implementation costs,
including but not limited to non-recurring costs.
12.6.3 COST SAVINGS COMPUTATION
A change order shall be issued by Boeing and the unit price shall be
reduced in an amount equal to the savings portion attributable to
Boeing as set forth above. The applicable unit price as set forth in
Attachment 1 Statement of Work shall be amended to reflect such
change.
EXAMPLE:
-------
Current Price: $600.00
Proposed Cost Savings: $100.00/unit
Boeing's Percentage: 50.0%
Seller's Percentage: 50.0%
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STEP BY STEP COMPUTATION:
1. $100.00 unit savings x 50.0% Boeing's percentage of savings
= $50.00 Boeing savings.
2. $100.00 unit savings x 50.0% Seller's percentage of savings
= $50.00 Seller savings.
3. Net affect to the unit cost = $50.00
New Unit Price For Units = $550.00
12.6.4 WEIGHT REDUCTION PROPOSALS
Seller is encouraged to submit proposals to Boeing that reduce the
Product's weight without impairing any essential functions or
characteristics of the Product.
Seller shall submit such proposals in accordance with SBP Section
12.6.1 above. The amount of any costs or savings that result from a
weight reduction proposal shall be agreed by Boeing and Seller.
Seller shall include with each proposal verifiable cost records and
other data as required by Boeing for proposal review and analysis.
Boeing may accept in whole or in part, any such proposal by issuing a
change order to the applicable Order.
13.0 SPARES AND OTHER PRICING
13.1 SPARES
For purposes of this Section, the following definitions shall apply:
A. AIRCRAFT ON GROUND (AOG) - means the highest Spares priority.
Seller will expend best efforts to provide the earliest possible
delivery of any Spare designated AOG by Boeing. Such effort
includes but is not limited to working twenty-four (24) hours a
day, seven days a week and use of premium transportation. Seller
shall specify the delivery date and time of any such AOG Spare
within two (2) hours of receipt of an AOG Spare request.
B. CRITICAL - means an imminent AOG work stoppage. Seller will
expend best efforts to provide the earliest possible delivery of
any Spare designated Critical by Boeing. Such effort includes but
is not limited to working two (2) shifts a day, five (5) days a
week and use of premium transportation. Seller shall specify the
delivery date and time of any such Critical Spare within the same
working day of receipt of a Critical Spare request.
C. EXPEDITE (CLASS I) - means a Spare required in less than Seller's
normal leadtime. Seller will expend best efforts to meet the
requested delivery date. Such effort includes but is not limited
to working overtime and use of premium transportation.
D. ROUTINE (CLASS III) - means a Spare required in Seller's normal
leadtime.
E. POA REQUIREMENT (POA) - means any detail component needed to
replace a component on an End Item Assembly currently in Boeing's
assembly line process. Seller shall expend best efforts feasible
to provide the earliest possible delivery of any Spare designated
as POA by Boeing. Such effort includes but is not limited to
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working twenty-four (24) hours a day, seven days a week and use
of premium transportation. Seller shall specify the delivery
date and time of any such POA within two (2) hours of an AOG
Spare request.
F. IN-PRODUCTION - means any Spare with a designation of AOG,
Critical, Expedite, Routine, POA or End Item Assembly which is
in the current engineering configuration for the Product and is
used on a model aircraft currently being manufactured by Boeing.
G. NON-PRODUCTION REQUIREMENTS - means any Spare with a designation
of AOG, Critical, Expedite and Routine requirements which is used
on model aircraft no longer being manufactured by Boeing (Post
Production) or is in a non-current engineering configuration for
the Product (Out of Production).
H. BOEING PROPRIETARY SPARE - means any Spare which is manufactured
(i) by Boeing, or (ii) to Boeing's detailed designs with Boeing's
authorization or (iii) in whole or in part using Boeing's
Proprietary Materials.
13.1.1 SPARES SUPPORT
Seller shall provide Boeing with a written Spares support process
describing Seller's plan for supporting AOG and Critical commitments
and manufacturing support. The process must provide Boeing with the
name and number of a twenty-four (24) hour contact for coordination
of AOG and Critical requirements. Such contact shall be equivalent
to the coverage provided by Boeing to its Customers as outlined in
Attachment 4 "Boeing AOG Coverage" which is incorporated herein and
made a part hereof by this reference.
Seller shall notify Boeing as soon as possible via fax, telecon, or as
otherwise agreed to by the parties of each AOG and Critical
requirement shipment using the form identified in Attachment 5 "Boeing
AOG and Critical Shipping Notification". Such notification shall
include time and date shipped, quantity shipped, Order, pack slip,
method of transportation and air bill if applicable. Seller shall
also notify Boeing immediately upon the discovery of any delays in
shipment of any requirement and identify the earliest revised shipment
possible.
13.1.2 RECLASSIFICATION OR RE-EXERCISES
Boeing may on occasion, instruct Seller to re-prioritize or reclassify
an existing requirement in order to improve or otherwise change the
established shipping schedule. Seller shall expend the effort
required to meet the revised requirement as set forth above in the
definitions of the requirements. Seller's commitment of a delivery
schedule shall be given in accordance with that set forth above for
the applicable classification but in no case shall it exceed
twenty-four (24) hours from notification by Boeing.
13.1.3 SPARE PRICING
Pricing for SCD Spare(s), end item and details, shall be as set forth
in the applicable Spares pricing catalog in effect at the time the
Spare(s) are ordered. Said pricing shall be fair and reasonable.
The price for Boeing Proprietary Spare(s), end item and details, shall
be the price for the Products as listed in Attachment 1, in effect at
the time the Spare(s) are ordered. POA parts shall be priced so that
the sum of the prices for all POA parts of an End Item Assembly equals
the applicable recurring portion of the End Item Assembly.
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13.1.4 SPECIAL HANDLING
The price for all effort associated with the handling and delivery of
Spare(s) is deemed to be included in the price for such Spare(s).
Provided, that if Boeing directs delivery of Spares to an F.O.B. point
other than Seller's plant, Boeing shall reimburse Seller for shipping
charges, including insurance, paid by Seller from the plant to the
designated F.O.B. point. Such charges shall be shown separately on all
invoices.
13.2 SHORT FLOW PRODUCTION REQUIREMENTS
Boeing shall pay no expedite charges for production requirements
released less than Seller's current ROLT. Seller agrees to support
Boeing's short flow requirements with its best effort.
14.0 STATUS REPORTS/REVIEWS
When requested by Boeing, Seller shall update and submit, as a minimum,
monthly status reports on data requested by Boeing using a method
mutually agreed upon by Boeing and Seller.
When requested by Boeing, Seller shall provide to Boeing a manufacturing
milestone chart identifying the major purchasing, planning and
manufacturing operations for the applicable Product(s).
Upon request by Boeing, a program review may be held between the
parties. The location of such review shall be mutually agreed to by the
parties. The purpose of the review is to improve communication and
understanding between the parties to ensure program success.
17.0 ASSIGNMENT
Subject to the provisions of SBP, Section 25.0 below, Boeing and Seller
agree that Boeing may, in its discretion, assign, in part or in whole,
its purchasing obligations under the Agreement or any Order, as
applicable, at the prices set forth in Attachment 1 thereof. Boeing
reserves the right to rescind its assignment at anytime.
Boeing's assignment of purchasing obligation includes scheduling,
issuance of Order(s), receival and inspection of Products, acceptance or
rejection of Products, payment for accepted Products, and ensuring
conformance to the quality assurance system requirements.
Boeing shall retain all other rights and obligations pursuant to the
applicable terms and conditions. In addition, Boeing reserves the right,
where necessary, to coordinate with and mediate between Seller and any
assignee regarding such assignment.
SCD SECTIONS
20.0 ADMINISTRATIVE AGREEMENTS
The Administrative Agreement sets forth certain obligations of the
parties relating to the administration of each Order, and such agreement
is incorporated herein and made a part hereof by this reference.
21.0 GUARANTEED WEIGHT REQUIREMENTS
Seller acknowledges the importance to Boeing of guaranteed weight
requirements. Each Product shall strictly conform to the guaranteed
weight requirement set forth in the
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applicable Specification. If a Product fails to conform to such
guaranteed weight requirement, Boeing may reject delivery of any such
Product and take any other action as set forth in GTA Section 8.3, or
any other remedy available to Boeing under this Agreement, any Order and
applicable law.
22.0 SUPPLIER DATA REQUIREMENTS
Supplier shall provide to Boeing the documents listed in Attachments 6
and 7 hereto, which are incorporated herein and made a part hereof by
this reference. Seller shall comply with the schedules listed in such
Attachments.
24.0 SOFTWARE PROPRIETARY INFORMATION RIGHTS
Seller hereby grants to Boeing a perpetual, nonexclusive, paid-up,
worldwide license to reproduce, distribute copies of, perform publicly,
display publicly, and make derivative works from software included in or
provided with or for Products (Software) and related information and
materials (Software Documentation) as reasonably required by Boeing in
connection with (i) the testing, certification, use, sale, or support of
a Product, or the manufacture, testing, certification, use, sale, or
support of any aircraft including and/or utilizing a Product, or (ii)
the design or acquisition of hardware or software intended to interface
with Software. The license granted to Boeing under this Section 24.0,
also includes the right to grant sublicenses to Customers as reasonably
required in connection with Customers' operation, maintenance, overhaul,
and modification of any aircraft including and/or utilizing Software.
All copies and derivative works made pursuant to the foregoing license
or any sublicense to a Customer will automatically become the property
of Boeing or Customer, and Boeing agrees to preserve Seller's copyright
notice thereon to the extent that such a notice was included with the
original Software and/or Software Documentation. Seller acknowledges
that Boeing is the owner of all Software and Software Documentation
provided to or made by Boeing or Customers pursuant to the Agreement and
this SBP and, Seller hereby authorizes Boeing and Customers to dispose
of, and to authorize the disposal of, the possession of any and all
Software by rental, lease or lending, or by any other act or practice in
the nature of rental, lease, or lending.
EXECUTED in duplicate as of the date and year first set forth above by the duly
authorized representatives of the parties.
THE BOEING COMPANY PATS, Inc.
By and Through its Division
Boeing Commercial Airplane Group
Name: /s/ [Illegible] Name: /s/ [Illegible]
----------------------------- -----------------------------
Title: Buyer Title: President
---------------------------- ----------------------------
Date: Feb. 17, 1998 Date: 2/17/98
----------------------------- -----------------------------
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