EX-10.1.44 3 d377947dex10144.htm EX-10.1.44 EX-10.1.44

Exhibit 10.1.44

THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION: [***]

Unified In-Flight Connectivity Hardware,

Services and Maintenance Agreement

between

American Airlines, Inc.

and

Gogo LLC

 


Unified In-Flight Connectivity Hardware,

Services and Maintenance Agreement

 

This Unified In-Flight Connectivity Hardware, Services and Maintenance Agreement (together with the Exhibits and the Appendix hereto, this “Agreement”) is made effective as of February 1, 2017, (the “Effective Date”), between American Airlines, Inc., a Delaware corporation with its principal place of business at 4333 Amon Carter Blvd., Fort Worth, TX 76155 (“American”), and Gogo LLC (f/k/a Aircell LLC), a Delaware limited liability company with offices located at 111 N. Canal St., Suite 1500, Chicago, IL 60606 (“Gogo”). Each of American and Gogo are referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, American and US Airways, Inc. (“US”) merged on December 30, 2015, and American and US have combined their operations and are operating as one airline under one FAA operating certificate under the name American Airlines;

WHEREAS, Gogo provides in-flight connectivity and entertainment equipment and services on certain aircraft operated or to be operated in the future by American pursuant to the following agreements (collectively, the “Prior Agreements”):

 

    Mutual Nondisclosure Agreement between US and Gogo, effective as of November 28, 2006 (the “US NDA”);

 

    Confidentiality Agreement between American and Gogo, effective as of October 15, 2007 (the “American NDA”);

 

    Amended and Restated In-Flight Connectivity Services Agreement between US and Gogo, effective as of March 14, 2012 (the “US Agreement”), which includes, for avoidance of doubt, the Content Filtering SOW to the US Agreement dated April 28, 2010;

 

    Amendment One to the US Agreement, effective as of March 14, 2012;

 

    Amendment Two to the US Agreement, effective as of December 18, 2012;

 

    Third Amended and Restated In-Flight Connectivity Services Agreement between American and Gogo, effective as of September 13, 2012 (the “Pre-Apollo Agreement”);

 

    Amendment One to Pre-Apollo Agreement, effective as of September 13, 2012;

 

    Amendment Two to Pre-Apollo Agreement, effective as of May 30, 2014;

 

    Amendment Three to Pre-Apollo Agreement, effective as of February 1, 2015;

 

    In-Flight Connectivity Services Agreement between American and Gogo, effective as of September 14, 2012 (the “Apollo Agreement”);

 

    Interim Agreement among American, US and Gogo, effective as of December 1, 2015;

 

    Letter Agreement between American and Gogo, concerning primarily 2Ku Solution terms, effective as of May 27, 2016;

 

    Letter Agreement between American and Gogo concerning GGV (also know as Wireless Entertainment), effective as of November 1, 2016 (the “GGV AD Letter Agreement”); and

 

    Letter Agreement between American and Gogo concerning Charter Flights, effective as of February 1, 2017.

WHEREAS, the Parties wish, for a variety of reasons, including without limitation, ease of reference and operating efficiencies, to combine the Prior Agreements and make such changes thereto as the Parties shall mutually agree upon, by executing and delivering this Agreement, which upon such execution and delivery, shall replace and supersede the Prior Agreements (with the sole exception of Section 3 of Amendment One to the Pre-Apollo Agreement, which shall survive such execution and delivery) in their entirety.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises herein set forth, the Parties hereby agree as follows:

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

 

2


Unified In-Flight Connectivity Hardware,

Services and Maintenance Agreement

 

1. DEFINITIONS

In addition to those terms defined in the body of this Agreement or the Exhibits hereto, the definitions below shall apply to the following terms:

 

  1.1 2Ku Fleet” means the Airbus A319 family A/C and Airbus A320 family A/C listed in Exhibit A-1 to be equipped with the 2Ku Solution.

 

  1.2 2Ku Revenue Launch Date” has the meaning set forth in Section 2(c)(ii) of Exhibit J-1.

 

  1.3 2Ku Solution” means Gogo’s 2Ku connectivity solution using two (2) Ku-band antennas, one for upload and one for download, a Next Gen Gilat satellite network modem and 802.11ac WAP on the aircraft.

 

  1.4 757 Fleet” means the Boeing 757 A/C listed in Exhibit A-4a.

 

  1.5 A/C” or “Aircraft” means an aircraft operated by American or an Operator.

 

  1.6 AACU” means the ABS ATG communications unit.

 

  1.7 AACU-B” means the ABS ATG communication unit B.

 

  1.8 AA Subscriptions” means monthly subscription paid by American passengers to Gogo for unlimited access to Connectivity Services as described in more detail in Exhibit M.

 

  1.9 Account Manager” has the meaning set forth in Section 11.1.3.

 

  1.10 ACPU” means ABS controller processor unit.

 

  1.11 ACPU-2” means ABS control processor unit second generation.

 

  1.12 Active Monitoring” has the meaning set forth in Section 5.1 of Exhibit F.

 

  1.13 acWAPs” means 802.11ac cabin wireless access points.

 

  1.14 Additional A/C” has the meaning set forth in Section 2.1.

 

  1.15 Ad Revenue” has the meaning set forth in Section 1.5.1 of Exhibit I.

 

  1.16 Ad Space” has the meaning set forth in Section 1.5.2 of Exhibit I.

 

  1.17 Ad Space Value” has the meaning set forth in Section 1.5.3 of Exhibit I.

 

  1.18 Advertiser” has the meaning set forth in Section 1.5.4 of Exhibit I.

 

  1.19 Affiliate Fee” means the percentage of revenue Gogo pays to American [***] as further described in Section 2.1.2 of Exhibit D.

 

  1.20 Affiliate” has the meaning set forth in Exhibit V.

 

  1.21 Aggregate Revenues” means all revenue that Gogo collects for or in connection with the Gogo Services.

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

 

3


Unified In-Flight Connectivity Hardware,

Services and Maintenance Agreement

 

  1.22 Agreement” has the meaning set forth in the recitals.

 

  1.23 Air-to-Ground” or “ATG” means technology that uses an air-to-ground link to communicate between a ground network of cell towers and an in-cabin Wi-Fi network.

 

  1.24 [***].

 

  1.25 AIPC” means the aircraft illustrated parts catalog.

 

  1.26 American” has the meaning set forth in the recitals.

 

  1.27 American Advertiser” has the meaning set forth in Section 1.5.5 of Exhibit I.

 

  1.28 American Copyright Works” has the meaning set forth in Exhibit V.

 

  1.29 American Data” has the meaning set forth in Exhibit V.

 

  1.30 American Identifiers” has the meaning set forth in Exhibit V.

 

  1.31 American Indemnified Parties” has the meaning set forth in Section 21.1.

 

  1.32 American IP” has the meaning set forth in Exhibit V.

 

  1.33 American Marks” has the meaning set forth in Exhibit V.

 

  1.34 American NDA” has the meaning set forth in the recitals.

 

  1.35 American Patents” has the meaning set forth in Exhibit V.

 

  1.36 American Supplier” has the meaning set forth in Section 3.4.5.

 

  1.37 American System” has the meaning set forth in Exhibit V.

 

  1.38 American Technology” means American’s proprietary business and technical information concerning American’s business and operations, including without limitation, A/C and any derivatives thereof.

 

  1.39 American Whitelisted Content” has the meaning set forth in Section 1.1 of Exhibit I.

 

  1.40 AMM” means the aircraft maintenance manual.

 

  1.41 Ancillary Services” means Gogo Services except for Connectivity Services, [***] and Wireless Entertainment, and includes without limitation, Engineering Services, Maintenance Services, customer care and Portal services.

 

  1.42 Anonymous Data” has the meaning set forth in Exhibit V.

 

  1.43 Apollo Agreement” has the meaning set forth in the recitals.

 

  1.44 Applicable Agreement” has the meaning set forth in Section 5.1.2.1.

 

  1.45 ARINC” means Aeronautical Radio Inc.

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

 

4


Unified In-Flight Connectivity Hardware,

Services and Maintenance Agreement

 

  1.46 ARPA” has the meaning set forth in Section 2(c)(ii) of Exhibit J-1.

 

  1.47 ASA” means above service altitude.

 

  1.48 ATGM” means Air-to-Ground modem.

 

  1.49 ATG4 Mainline Fleet” means the Boeing 737 A/C, Airbus A321 family A/C and Airbus A319 family A/C listed in Exhibit A-3.

 

  1.50 ATG Solution” means Gogo’s Air-to-Ground connectivity solution using an omni-directional antenna and one (1) ATG (EV-DO Rev A) modem on the aircraft.

 

  1.51 ATG4 Solution” means Gogo’s Air-to-Ground connectivity solution using a directional antenna and two (2) ATG (EV-DO Rev B) modems on the aircraft.

 

  1.52 Base Retail Price” means as to any flight and any passenger Wi-Fi-enabled device, the full price charged by Gogo for use of Connectivity Services on such device on such flight, not taking into account any discounts, promotions, Sponsorships or other promotional activities.

 

  1.53 Baseline Period” has the meaning set forth in Section 2(c)(ii) of Exhibit J-1.

 

  1.54 BIA” means the business intelligence and analytics portal.

 

  1.55 BOM” means bill of materials.

 

  1.56 [***].

 

  1.57 BTS” means base transceiver stations.

 

  1.58 CDR” means critical design review.

 

  1.59 CDR Gate” has the meaning set forth in Section 1.3.1 of Exhibit F.

 

  1.60 Certifications” means such certifications and approvals as are required by applicable government bodies to provide the Gogo Services on Retrofit A/C flying in the Territory.

 

  1.61 Change of Control of Gogo” has the meaning set forth in Section 18.6.

 

  1.62 Charter Flight” has the meaning set forth in the recitals of Exhibit S.

 

  1.63 Charter Notice” has the meaning set forth in Section 1 of Exhibit S.

 

  1.64 Click Through Rate” has the meaning set forth in Section 5.2.6 of Exhibit K.

 

  1.65 CMM” means the component maintenance manual.

 

  1.66 CMS” means content management system.

 

  1.67 Common Broadcast Incidents” has the meaning set forth in Exhibit V.

 

  1.68 Component” means Equipment other than consumable and expendable parts.

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

 

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Unified In-Flight Connectivity Hardware,

Services and Maintenance Agreement

 

  1.69 Confidential Information” has the meaning set forth in Section 20.2.

 

  1.70 Connectivity Revenue” [***].

 

  1.71 Connectivity Revenue Share” means American’s share of Connectivity Revenue as more specifically described in Exhibit D.

 

  1.72 Connectivity Services” means Gogo’s in-flight wireless Internet connectivity services for passengers’ laptop computers, tablets, smartphones and other PEDs with Wi-Fi capability, including but not limited to email, instant messaging, over-the-top messaging (e.g., iMessage, WhatsApp messaging), access to virtual private networks and Internet browsing.

 

  1.73 [***].

 

  1.74 Connectivity Take Rate for any applicable measurement period, means [***].

 

  1.75 Content” has the meaning set forth in Section 1.5.6 of Exhibit I.

 

  1.76 Contracted Fleet” means all A/C on which Equipment is installed pursuant to this Agreement (after the Effective Date), including the 2Ku Fleet, Mainline New Deliveries, Regional Jet Fleet and, to the extent the option in either Section 2.1(x) or 2.1(y) is exercised, Additional A/C.

 

  1.77 Control” has the meaning set forth in Exhibit V.

 

  1.78 Coverage” has the meaning set forth in Section 1 of Exhibit Q.

 

  1.79 CRC” means cyclical redundancy checks.

 

  1.80 CSP” means content service provider.

 

  1.81 Current Routes” has the meaning set forth in Section 1 of Exhibit Q.

 

  1.82 CWAP” means cabin wireless access point.

 

  1.83 Dashboard” has the meaning set forth in Section 2.1 of Exhibit K.

 

  1.84 Data Law” has the meaning set forth in Exhibit V.

 

  1.85 Data Processor” has the meaning set forth in Exhibit V.

 

  1.86 Deinstallation means removal from the A/C of all Equipment listed in Exhibit B except the Installation Kit.

 

  1.87 Designated Destination” means the point of delivery specified by American.

 

  1.88 DHCP” means dynamic host configuration protocol.

 

  1.89 Discloser” has the meaning set forth in Section 20.2.

 

  1.90 Documentation” has the meaning set forth in Section 3.4.

 

  1.91 Downtime” has the meaning set forth in Section 5(a) of Exhibit J.

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

 

6


Unified In-Flight Connectivity Hardware,

Services and Maintenance Agreement

 

  1.92 DSC” means digital switching centers.

 

  1.93 Effective Date” has the meaning set forth in the recitals.

 

  1.94 EIS” means, with respect to any Retrofit A/C, entry into service for revenue flights.

 

  1.95 Electronic Property” has the meaning set forth in Exhibit V.

 

  1.96 Engineering Liaison” has the meaning set forth in Section 11.1.2.

 

  1.97 Engineering Services means any engineering design, drawing or certification-related activity provided by Gogo or Gogo’s subcontractors, including without limitation, the services set forth in Section 9.3.

 

  1.98 Equipment” means the LRUs and other equipment, including consumable and expendable parts, set forth in Exhibit B for each Technology Type (as such Exhibit may be amended or supplemented from time to time for Technology Types other than ATG, ATG4 and/or 2Ku) that Gogo installs, or provides for American to install, on the A/C for the provision of the Connectivity Service. Equipment also includes the accompanying Documentation.

 

  1.99 Event of Default” has the meaning set forth in Section 18.5.

 

  1.100 Excluded Claims” has the meaning set forth in Section 21.1.

 

  1.101 [***].

 

  1.102 Excusable Delay” has the meaning set forth in Section 24.1.

 

  1.103 Existing Retrofit Fleet” means all A/C on which Equipment has been installed as of the Effective Date.

 

  1.104 Extended Warranty Period” has the meaning set forth in Section 9.2.

 

  1.105 FAA” means the Federal Aviation Administration.

 

  1.106 FAI” means first article inspection(s).

 

  1.107 FAM” means federal air marshal.

 

  1.108 First Installation” means each Initial Installation and each Upgrade that occurs when satellite-based Equipment is first installed.

 

  1.109 Fleet Type” means any fleet type in Exhibits A-1, A-2, A-3, A-4a and A-4b.

 

  1.110 Fly-Along Support” has the meaning set forth in Section 5.1 of Exhibit F.

 

  1.111 Future Routes” has the meaning set forth in Section 1 of Exhibit Q.

 

  1.112 Gate-to-gate” means the period of time as further described in Exhibit E.

 

  1.113 General Gogo Services Uses” has the meaning set forth in Exhibit V.

 

  1.114 Gogo” has the meaning set forth in the recitals.

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

 

7


Unified In-Flight Connectivity Hardware,

Services and Maintenance Agreement

 

  1.115 Gogo Advertiser” has the meaning set forth in Section 1.5.7 of Exhibit I.

 

  1.116 Gogo Copyright Works” has the meaning set forth in Exhibit V.

 

  1.117 Gogo Customer Database” has the meaning set forth in Exhibit V.

 

  1.118 Gogo Data” has the meaning set forth in Exhibit V.

 

  1.119 Gogo Identifiers” has the meaning set forth in Exhibit V.

 

  1.120 Gogo Indemnified Parties” has the meaning set forth in Section 21.2.

 

  1.121 Gogo IP” has the meaning set forth in Exhibit V.

 

  1.122 Gogo Marks” has the meaning set forth in Exhibit V.

 

  1.123 Gogo Multi-Airline Pass” has the meaning set forth in Section 2.1.2 of Exhibit D.

 

  1.124 Gogo Patents” has the meaning set forth in Exhibit V.

 

  1.125 Gogo Services means the Connectivity Services, [***], Wireless Entertainment, Ancillary Services and any other services to be provided by Gogo pursuant to this Agreement, including without limitation, services pertaining to maintenance, support, engineering, installation and Deinstallation of the Equipment, and training in connection therewith.

 

  1.126 Gogo System” has the meaning set forth in Exhibit V.

 

  1.127 Gogo Technology means Gogo’s proprietary business and technical information concerning Gogo’s business and operations, including without limitation, the Equipment, Software, system interfaces, Gogo Services and Operational Applications, and the process used in the manufacture of Equipment and any derivatives thereof.

 

  1.128 GPS” means global positioning satellite.

 

  1.129 ICD” means interface control document.

 

  1.130 IDR” means intermediate design review.

 

  1.131 IFC” means in-flight connectivity.

 

  1.132 IFE” means in-flight entertainment.

 

  1.133 Indemnified Party” means either Gogo Indemnified Parties or American Indemnified Parties.

 

  1.134 Indemnitor” has the meaning set forth in Section 21.3.

 

  1.135 Initial Installation” means an installation of Equipment and Software on a Retrofit A/C that is not an Upgrade.

 

  1.136 Initial Warranty Period” has the meaning set forth in Section 9.2.

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

 

8


Unified In-Flight Connectivity Hardware,

Services and Maintenance Agreement

 

  1.137 Installation Guidelines” has the meaning set forth in Section 10.2.

 

  1.138 Installation Kit” means hardware, cabling and any other supplemental material that is not an LRU but that is required to install Equipment on an A/C.

 

  1.139 Internal Portal Page” has the meaning set forth in Section 1.5.8 of Exhibit I.

 

  1.140 [***].

 

  1.141 ITCM” means initial technical coordination meeting.

 

  1.142 KANDU” means the Ku-band aircraft networking data unit.

 

  1.143 KRFU” means Ku/Ka-band radio frequency unit.

 

  1.144 LAN” means local area network.

 

  1.145 Late Delivery” has the meaning set forth in Section 7.7.

 

  1.146 Lead Times” are as set forth in Exhibit B.

 

  1.147 Leased Equipment” has the meaning set forth in Section 5.1.

 

  1.148 Link” and “Links” have the meanings set forth in Exhibit N.

 

  1.149 LRU” means each line replaceable unit as listed in Exhibit B and is the basic unit of installation and/or replacement of hardware within an Aircraft.

 

  1.150 Mainline New Deliveries” means the A321S A/C and B737-800 A/C listed in Exhibit A-3 and indicated as new deliveries, which are expected to be delivered to American between the Effective Date [***].

 

  1.151 Maintenance Notice” has the meaning set forth in Section 2.4 of Exhibit G.

 

  1.152 Maintenance Services” means the maintenance services to be provided by Gogo, as set forth in Exhibit G.

 

  1.153 Malfunction” has the meaning set forth in Section 2.4 of Exhibit G.

 

  1.154 Mandatory Change” has the meaning set forth in Section 4.1.

 

  1.155 Marks” means, with respect to Gogo, the Gogo Marks that are directly applicable to the Program, and with respect to American, the American Marks that are directly applicable to the Program.

 

  1.156 MCP” has the meaning set forth in Section 3.3.6.

 

  1.157 MD-80 Fleet” means the McDonnell Douglas MD-80 A/C listed in Exhibit A-4a.

 

  1.158 Measurement Period” has the meaning set forth in Section 2(c)(ii) of Exhibit J-1.

 

  1.159 Media Rate Card” has the meaning set forth in Section 1.5.9 of Exhibit I.

 

  1.160 Metric Aggregation” has the meaning set forth in Section 4(b)(ii) of Exhibit J-2.

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

 

9


Unified In-Flight Connectivity Hardware,

Services and Maintenance Agreement

 

  1.161 ModMan” means modem and manager.

 

  1.162 MOR” means merchant of record.

 

  1.163 MSF” means monthly service fees.

 

  1.164 MTBF” means mean time between failures.

 

  1.165 NCPO” means no-charge purchase order.

 

  1.166 Non-revenue Passenger” means any boarded passenger who has not paid American for a revenue generating ticket, including without limitation crew and other American employees.

 

  1.167 NOC” means network operations center.

 

  1.168 NRE” means non-recurring engineering.

 

  1.169 OEM” means original equipment manufacturer.

 

  1.170 Operational Applications” has the meaning set forth in Exhibit N.

 

  1.171 Operator” means the operator of a regional jet owned by or operated on behalf of American and specifically listed in Exhibit A-2 on which American elects to install or have installed Equipment pursuant to this Agreement.

 

  1.172 OSR” means on-site representative.

 

  1.173 Other Airline Business Applications” has the meaning set forth in Exhibit N.

 

  1.174 Other American Data” has the meaning set forth in Exhibit V.

 

  1.175 Other Gogo Data” has the meaning set forth in Exhibit V.

 

  1.176 Other Portal Revenue” means [***].

 

  1.177 Overlapping Data” has the meaning set forth in Exhibit V.

 

  1.178 Party” and “Parties” have the meanings set forth in the recitals.

 

  1.179 Passenger Grade” with respect to operational data means such data will have the same priority and be at least as secure as general passenger use of the Internet and will be entitled to the same network performance, use profile and reliability as such general use.

 

  1.180 Passenger Grade Operational Data” has the meaning set forth in Exhibit N.

 

  1.181 Payee” has the meaning set forth in Section 13.3.

 

  1.182 Payor” has the meaning set forth in Section 13.3.

 

  1.183 PCI DSS” has the meaning set forth in Exhibit V.

 

  1.184 PDR” means preliminary design review.

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

 

10


Unified In-Flight Connectivity Hardware,

Services and Maintenance Agreement

 

  1.185 Peak FL Rate” has the meaning set forth in Section 2(c)(ii) of Exhibit J-1.

 

  1.186 PEDs” means personal electronic devices (e.g., laptop, mobile and crew devices).

 

  1.187 Permitted American Data Uses” has the meaning set forth in Exhibit V.

 

  1.188 Permitted Gogo Data Uses” has the meaning set forth in Exhibit V.

 

  1.189 Person” means any individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or any government entity.

 

  1.190 Personally Identifiable Information” has the meaning set forth in Exhibit V.

 

  1.191 Phase 1” has the meaning set forth in the recitals on Exhibit I.

 

  1.192 Phase 2” has the meaning set forth in the recitals on Exhibit I.

 

  1.193 Plays” has the meaning set forth in Section 5.2.4 of Exhibit K.

 

  1.194 PMA” means Parts Manufacturing Authority.

 

  1.195 Portal means the combination of the web pages and graphical user interface that functions as a point of access for Users as further described in Exhibit I. Portal does not include any third-party sites to which the Portal may provide links. Certain parts of the Portal will be available to all Users, including Users who have not logged in, and the rest of the Portal will be available only to those Users who have registered and logged in.

 

  1.196 Portal Revenue means [***].

 

  1.197 Portal Management Fees” means the Portal management fees as further described in Exhibit D.

 

  1.198 Portal UI” has the meaning set forth in Section 1.2 of Exhibit I.

 

  1.199 Pre-Apollo Agreement” has the meaning set forth in the recitals.

 

  1.200 Prior Agreements” has the meaning set forth in the recitals.

 

  1.201 Process” or “Processing” has the meaning set forth in Exhibit V.

 

  1.202 Program” means the design, integration, installation, certification, maintenance and on-going support associated with the launch and provision of the Gogo Services on or with respect to Retrofit A/C.

 

  1.203 Program Management Staff” has the meaning set forth in Section 11.1.

 

  1.204 Program Manager” has the meaning set forth in Section 11.1.1.

 

  1.205 Program Reports” has the meaning set forth in Section 11.4.

 

  1.206 Prohibited Material” has the meaning set forth in Section 1.5.10 of Exhibit I.

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

 

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Unified In-Flight Connectivity Hardware,

Services and Maintenance Agreement

 

  1.207 Promo Code” has the meaning set forth in Section 2 of Exhibit S.

 

  1.208 Promotional User” means any boarded passenger who has permitted access to Connectivity Services without paying for it, including without limitation American and Gogo employees testing and auditing the service and passengers to whom American or Gogo provides promotional coupons.

 

  1.209 Prototype” means the first Aircraft designated for installation of the 2Ku Solution for a given Fleet Type.

 

  1.210 PRR” means production readiness reviews.

 

  1.211 PSTN” means public switch telephone network.

 

  1.212 Purchased Equipment” has the meaning set forth in Section 5.1.

 

  1.213 Purchase Path Pages” has the meaning set forth in Section 1.5.11 of Exhibit I.

 

  1.214 QoE” means quality of experience.

 

  1.215 QoS” means quality of service.

 

  1.216 QRG” means quick reference guide.

 

  1.217 Recipient” has the meaning set forth in Section 20.2.

 

  1.218 Regional Jet Fleet” means the regional jets that are listed in Exhibit A-2.

 

  1.219 Remediation Efforts” has the meaning set forth in Exhibit V.

 

  1.220 Removal” means [***].

 

  1.221 Retail Value” means Gogo’s standard retail price, as then in effect, for a Gogo session pass on any flight on any airline.

 

  1.222 Retiring E190 Fleet” means the Embraer E190 A/C listed in Exhibit A-4b.

 

  1.223 Retiring Mainline Fleet” means the Boeing 757 A/C, McDonnell Douglas MD-80 A/C and Airbus A320 family A/C listed in Exhibit A-4a.

 

  1.224 Retrofit A/C means an A/C on which the Equipment has been installed under this Agreement or one of the Prior Agreements; provided that Retrofit A/C shall not include any A/C as to which this Agreement has terminated pursuant to Section 18 following such A/C’s Removal. Retrofit A/C shall be made up of Existing Retrofit Fleet and Contracted Fleet.

 

  1.225 Revenue Share Model” has the meaning set forth in Section 14.1.

 

  1.226 RMA” means return materials authorization.

 

  1.227 RSS” means receiving signal strength.

 

  1.228 SAVCL” means standalone video content loader.

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

 

12


Unified In-Flight Connectivity Hardware,

Services and Maintenance Agreement

 

  1.229 SDD” has the meaning set forth in Section 3.3.2.

 

  1.230 SDK” means software development kit.

 

  1.231 Security Incident” has the meaning set forth in Exhibit V.

 

  1.232 Security Policies” has the meaning set forth in Exhibit V.

 

  1.233 Security Procedures” has the meaning set forth in Exhibit V.

 

  1.234 Security Requirements” has the meaning set forth in Exhibit V.

 

  1.235 Security Technical Controls” has the meaning set forth in Exhibit V.

 

  1.236 Service Availability” has the meaning set forth in Section 5(c) of Exhibit J.

 

  1.237 Shipset means all Equipment and Software required to implement and activate the System on an Aircraft, as listed in Exhibit B. 

 

  1.238 SLA” means the Service Level Agreement as further described in Exhibits J, J-1 and J-2.

 

  1.239 Software” means any operating or application software provided by or on behalf of Gogo that is part of the System whether satellite-based, ground-based or contained within the Equipment or the Portal.

 

  1.240 SOW” means a written document, signed by the Parties, that describes Gogo Services to be performed or Equipment or Software to be provided by Gogo under this Agreement and contains other terms and conditions agreed by the Parties.

 

  1.241 Spares” means any Equipment or part thereof provided to American by Gogo or on behalf of Gogo as a potential replacement for any Equipment or part thereof, that has not been installed on a Retrofit A/C. Once such Equipment or part thereof is installed on a Retrofit A/C, such Equipment or part thereof ceases to be a Spare.

 

  1.242 Specifications” has the meaning set forth in Section 3.3.1.

 

  1.243 Splash Page” has the meaning set forth in Section 1.5.12 of Exhibit I.

 

  1.244 Sponsorship means an arrangement in which a third party pays a negotiated amount to Gogo or American, and Gogo, in consideration of such payment, offers free or discounted Connectivity Services to passengers on one or more Retrofit A/C and advertises such service as being sponsored by the third party.

 

  1.245 Sponsorship Revenue” means the amount paid by a third party to Gogo or American in connection with a Sponsorship.

 

  1.246 SQA” means software quality assurance.

 

  1.247 [***].

 

  1.248 [***].

 

  1.249 STC” means a Supplemental Type Certificate issued by the FAA.

 

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  1.250 System” means the software, equipment, other hardware and services that are integrated to provide Gogo Services and Operational Applications on the Retrofit A/C per the requirements set forth in this Agreement. The System includes but is not limited to the Equipment, Software and Engineering Services. The System may be Air-to-Ground-based or satellite-based.

 

  1.251 Taxes” has the meaning set forth in Section 15.1.

 

  1.252 Technology Type” means the types of technology (including the applicable Equipment and Software) used in the ATG Solution, the ATG4 Solution or the 2Ku Solution, in each case as further defined and set forth in Exhibit H.

 

  1.253 Term” has the meaning set forth in Section 18.1.

 

  1.254 Territory” means (a) with respect to the ATG/ATG4 Solution, the continental United States and any other region in which Gogo’s ATG network becomes commercially available, and (b) with respect to the 2Ku Solution, the territory described in clause (a) above, as well as the coverage area described in Exhibit Q.

 

  1.255 Third Party Suppliers” means those suppliers, other than Gogo (and its direct suppliers) or American, of hardware, software or services that are related to the Gogo Services.

 

  1.256 TIM” means technical interchange meetings.

 

  1.257 TM” means terrestrial modem.

 

  1.258 Trigger Date” means [***].

 

  1.259 Upgrade” means the upgrade of a Retrofit A/C from one Technology Type to another pursuant to Section 4.2.1.

 

  1.260 US” has the meaning set forth in the recitals.

 

  1.261 Usage Reports” has the meaning set forth in Section 11.4.

 

  1.262 US Agreement” has the meaning set forth in the recitals.

 

  1.263 User” means an individual boarded passenger who uses an electronic device to access the Connectivity Services, [***], Wireless Entertainment or Portal on a Retrofit A/C.

 

  1.264 User Connectivity Session” means a User’s paid use of the Connectivity Services.

 

  1.265 User Data” has the meaning set forth in Section 1.5.13 of Exhibit I.

 

  1.266 User Fees” has the meaning set forth in Section 9.4.2.

 

  1.267 US NDA” has the meaning set forth in the recitals.

 

  1.268 VICTS” means variable inclination continuous transverse stub (antenna).

 

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  1.269 Video Content” means video content, and, if agreed upon by the Parties in an SOW or amendment to this Agreement, music or games exhibited via Wireless Entertainment as further described in Exhibit L.

 

  1.270 [***].

 

  1.271 [***].

 

  1.272 [***].

 

  1.273 View” has the meaning set forth in Section 2.2.4 of Exhibit D.

 

  1.274 VLAN” means virtual LAN.

 

  1.275 Warranty Period” has the meaning set forth in Section 9.2.

 

  1.276 WDM” means the wiring diagram manual.

 

  1.277 Wireless Entertainment” means Gogo’s wireless distribution of Video Content to passengers on Retrofit A/C as described in Exhibit L.

 

  1.278 Wireless Entertainment Dashboard” has the meaning set forth in Section 5 of Exhibit K.

 

  1.279 Wireless Entertainment Take Rate” has the meaning set forth in Section 2.2.4 of Exhibit D.

 

  1.280 WERP-CN” means Wireless Entertainment remedy for content notification.

 

  1.281 xWAP” means 802.11n cabin wireless access point.

 

2. OVERVIEW OF RELATIONSHIP

 

  2.1

Scope. Pursuant to this Agreement, Gogo will manufacture, deliver and support the Equipment and Software, and provide the Gogo Services, on or with respect to Retrofit A/C using the Technology Types. The Equipment and Software provided pursuant to this Agreement may be used by American in connection with the Existing Retrofit Fleet and the Contracted Fleet. American commits to install or cause to be installed (a) the 2Ku Solution on the 2Ku Fleet and (b) the ATG Solution or ATG4 Solution on the Regional Jet Fleet (to the extent not within the Existing Retrofit Fleet) and Mainline New Deliveries; provided, however, that American may in its sole discretion determine that one (1) or more Mainline New Deliveries as listed in Exhibit A-3 will not have Equipment installed thereon. American has the option, exercisable in its sole discretion and upon reasonable written notice to Gogo, to extend the scope of this Agreement to include (x) installation of the 2Ku Solution on up to [***] as American selects, on the same terms and subject to the same conditions as are applicable to the 2Ku Fleet, and (y) installation of the ATG Solution on such additional regional jet Aircraft as American selects, on the same terms and subject to the same conditions as are applicable to regional jet Aircraft within the Existing Retrofit Fleet (such A/C as to which American exercises its option under this sentence, “Additional A/C”). Upon the addition of any Additional A/C, the Parties will update the applicable Exhibit(s) to reflect such addition without the need for further approval by the Parties. In the event that American wishes to expand the scope of this Agreement to include any

 

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  Aircraft other than the Existing Retrofit Fleet and the Contracted Fleet, and the Parties reach agreement on pricing and other terms, this Agreement will be amended to reflect the agreed-upon terms.

 

  2.2 American shall not install any third-party passenger connectivity service on any Retrofit A/C while the Equipment is installed thereon. Unless otherwise agreed by the Parties, this Agreement does not extend to: (a) any Aircraft other than the Existing Retrofit Fleet and the Contracted Fleet or (b) the provision of Connectivity Services, [***] or Wireless Entertainment on flights operated outside of the applicable Territory.

 

  2.3 Exhibits. This Agreement includes the following Exhibits, which are incorporated by reference herein:

Exhibit A Fleet Types

A-12Ku Fleet

A-2Regional Jet Fleet

A-3ATG4 Mainline Fleet and Mainline New Deliveries

A-4aRetiring Mainline Fleet

A-4b – Retiring E190 Fleet

Exhibit BEquipment and Lead Times

Exhibit C Specifications

C-12Ku Solution Equipment Specifications

C-2ATG4 Solution Equipment Specifications

C-3ATG Solution Equipment Specifications

Exhibit D Commercial Pricing

Exhibit EGate-to-Gate Connectivity

Exhibit FEntry Into Service (EIS) for 2Ku Fleet—Engineering, Certification, Software Development, Installation, Training and Program Management

Exhibit GMaintenance Services

Exhibit HServices and Systems Overview

H-12Ku System Definition Document (SDD)

H-2ATG System Definition Document (SDD)

H-3ATG4 System Definition Document (SDD)

Exhibit IPortal, Advertising, Content Management and Marketing Activities

Exhibit JService Level Agreement (SLA)

J-1Service Level Agreement (SLA) for 2Ku Solution

J-2Service Level Agreement (SLA) for ATG Solution and ATG4 Solution

Exhibit K2Ku Usage Reports

Exhibit L Wireless Entertainment

Exhibit M Subscriptions [***]

 

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Exhibit NServices and Pricing for American Operational Use

Exhibit O[Reserved]

Exhibit PChange Request Form

Exhibit QCoverage and Regulatory Approval for Technology Types

Exhibit R[***]

Exhibit SCharter Services

Exhibit T[Reserved]

Exhibit U[Reserved]

Exhibit VProprietary Rights and Data Security

Appendix 1Compliance Matrix

 

  2.4 Order of Precedence. Except as otherwise set forth in Exhibit V, in the event and to the extent of any conflict or inconsistency between the main body of this Agreement and any of the Exhibits or Appendix 1, the main body shall control and prevail. In case of any conflict between any of the Exhibits and Appendix 1, the Exhibit(s) shall control and prevail. In the event that one or more line item(s) of Appendix 1 that should be included within the main body of this Agreement and/or any of the Exhibits is omitted, the appropriate provision(s) of the main body of this Agreement and/or the Exhibits shall be adjusted to incorporate such omission(s) as mutually agreed. In such case and prior to the adjustment to the provisions of the main body of this Agreement and/or the Exhibits, Appendix 1 will be used by the Parties to define the subject contractual requirement(s).

 

3. EQUIPMENT, DOCUMENTATION AND SOFTWARE

 

  3.1 Equipment and Software.

 

  3.1.1 The Equipment and Software (including, where applicable, part numbers and quantities per Shipset) are set forth in Exhibit B. After the Effective Date, Equipment may be added or deleted by mutual written agreement of the Parties and amendment of Exhibit B.

 

  3.1.2 Gogo will provide the necessary Software for each Technology Type to provide its intended function(s). To the extent that American’s approval or action is required in order for Gogo to provide such necessary Software, American will make commercially reasonable efforts to timely approve and deploy updates to such Software. Delivery of Software for the 2Ku Solution (including scheduling and any late delivery liquidated damages related thereto) is described in Exhibit F. If and at such time as American approves, Gogo will remotely upgrade the Software in accordance with its standard upgrade process, subject to Section 4.2.2 for any changes that would require changes to the applicable Specifications.

 

  3.2

Treatment. American will be responsible for physical loss of or damage done to the Leased Equipment while in the possession or control of American, normal wear and tear and loss or damage caused by or otherwise the responsibility of Gogo or its Third Party Supplier excepted. American’s liability to Gogo for physical loss or damage done to Leased Equipment shall terminate on Deinstallation, if Deinstallation is performed by Gogo, or upon return of the Leased Equipment to Gogo if Deinstallation is performed by American or its Third Party Supplier.

 

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  American will not make any alterations to the Leased Equipment without Gogo’s prior written consent; and except in the case of termination or expiration of this Agreement with respect to any Retrofit A/C or Fleet Type (including termination that results from Removal of a Retrofit A/C), or as otherwise expressly described in this Agreement for Upgrades and maintenance services performed by American, as set forth in Exhibit G, American will not remove any Leased Equipment from the Retrofit A/C on which it is installed without Gogo’s prior written approval.

 

  3.3 Overall Specifications.

 

  3.3.1 Specifications. The Equipment and Software will be built and maintained to meet the applicable specifications and technical requirements set forth in Exhibit C, as may be revised from time to time in accordance with Section 3.3.6 (the “Specifications”). The Equipment and Software shall function as integral components of the System in accordance with the Specifications.

 

  3.3.2 System Definition Document. A description of the System is in the System Definition Document in Exhibit H (the “SDD”). This is a description of the functionalities of the Connectivity Services as installed on the Retrofit A/C, as well as the Equipment and Software within the System. Any changes to the SDD will require mutual agreement of the Parties.

 

  3.3.3 Service Level Agreement. Gogo will provide the Gogo Services to meet the service levels and functionalities detailed in this Agreement and the exhibits hereto, including Exhibit J.

 

  3.3.4 American Operational Use. The System may be used by American for Operational Applications. The Parties’ agreement regarding such applications is set forth in Exhibit N.

 

  3.3.5 Power and Weight. The power and weight for each component of the Equipment are included in the Specifications set forth in Exhibit C. [***].

 

  3.3.6 Changes. Any changes or deviations from the Specifications, including without limitation changes or deviations that impact delivery, price, weight, power, dimensions, cooling requirement or reliability or otherwise impact form, fit and function, must be approved by both Parties (if applicable, in accordance with the provisions of Section 4.1 or 4.2.2 of this Agreement).

In addition, changes related to the design of the hardware that goes on the A/C including those affecting the cost, weight, Certification or schedule must be submitted by Gogo to American in writing in the form of a Master Change Proposal (“MCP”) as specified in Exhibit P. Such form will apply in the pre-design freeze, post-design freeze and post-delivery/installation stages of the Program; provided, however, that the Parties agree and acknowledge that an MCP shall not be required in the pre-design freeze stage for any changes that do not affect scope, schedule, cost or Certification.

For any American-requested change, American must direct Gogo, by written notice to the Program Manager, to initiate an MCP. The MCP must be completed in its entirety and submitted to the appropriate Commodity Manager at American for review and approval. If such changes are incorporated without such approval, American may reject and/or require

 

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modification of the Equipment, and in any event Gogo shall be liable for any resulting cost, weight, delivery, reliability, performance and schedule impacts and all costs associated therewith, including hardware design, production, weight impact recurring and non-recurring costs, and ongoing maintenance costs, including, but not limited to, Spares costs. For the avoidance of doubt, if Gogo incorporates a change in anticipation of the MCP approval, Gogo does so at its own risk. American will not accept or execute an MCP that is not signed by a Gogo officer at the level of Vice President or higher.

 

  3.4 Connectivity Service Documentation and Software. Except as otherwise provided herein, Gogo shall provide, at no cost to American, any and all documents, manuals, guides, drawings, Specifications and other information (the “Documentation”) that American reasonably requires to install, operate, use, test and maintain the Equipment and Software. Such Documentation shall include, but is not limited to:

 

  3.4.1 Component Maintenance Manuals. Gogo shall provide American with one (1) non-editable electronic copy and one (1) paper copy of a CMM for each repairable LRU delivered to American. Level Three information (sub-sub component) shall be provided in the CMMs for LRUs that are determined by Gogo to be repairable at this level. Non-repairable LRU sub-components shall be documented to Level Two. Gogo shall use the ATA-100 Specification as a guide in the preparation of the CMM.

 

  3.4.2 Aircraft Maintenance Manual and Aircraft Illustrated Parts Catalog. Gogo shall provide American, in a format previously provided (unless otherwise mutually agreed), with one (1) editable electronic copy in the original source format and one (1) paper copy of the following manuals for each Technology Type: the AMM, a WDM and the AIPC. Gogo shall use the ATA-100 Specification as a guide in the preparation of the AMM, the WDM and the AIPC. Gogo shall also provide American with one (1) electronic copy in the original source format and one (1) paper copy of any non-destructive test inspection requirements for Aircraft structural repairs or modifications.

 

  3.4.3 Service Bulletins. For so long as American has any Retrofit A/C remaining on the American Airlines Operations Specification, Gogo shall provide service bulletins to American in accordance with ATA-100 Specification. If the changes discussed in a service bulletin affect the CMM, revised pages for the CMM will be supplied by Gogo to American.

 

  3.4.4 Copies of Manuals and Bulletins. [***].

 

  3.4.5

Third Party Supplier Documentation. As soon as practical following the execution of this Agreement, Gogo shall request all necessary technical documentation from the manufacturer and/or designer of components of the Retrofit A/C with which the Equipment or Software will interface (which for clarification purposes does not include the airframe manufacturers unless they provide components apart from the airframe), including but not limited to, aircraft wiring data. In the event that Gogo is not successful in obtaining such documentation from any American Supplier and such event may adversely impact the Program schedule, Gogo shall promptly notify American and American shall use commercially reasonable efforts to obtain such documentation and provide it to Gogo; provided, however, that

 

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  if an American Supplier requires payment as a condition of providing such documentation, the full cost of obtaining such documentation shall be shared equally by the Parties. Subject to Gogo’s compliance with the provisions of this Section 3.4.5, a delay to the Program schedule to the extent directly caused by the failure to obtain the documentation from an American Supplier shall be considered an Excusable Delay. As used herein, “American Supplier” means a direct supplier to American other than Gogo and its direct suppliers.

 

  3.4.6 Delivery and Format of Documentation. The Documentation shall be provided upon request by American and in the reasonable format and manner required by American. Documentation deemed necessary by American as of the time of execution of this Agreement will be provided at ITCM and PDR. Except as set forth in Exhibit F with respect to the Certification and installation program for the 2Ku Solution or unless otherwise required by American and stated at ITCM or PDR, all other installation Documentation will be provided to American by Gogo no later than [***] prior to the delivery of the first Shipset.

 

  3.4.7 Right to Use. [***].

 

  3.4.8 Distribution List. American’s engineering department will be on Gogo’s distribution list for all Documentation.

 

  3.4.9 On/Off Instructions. Gogo will provide American with written instructions for how to turn the System on and off. These instructions will be provided so that American can fly the Retrofit A/C with functioning Equipment but without offering the Connectivity Services, [***] and Wireless Entertainment at any time should American’s flight crew so deem necessary.

 

  3.5 Facilities. Gogo will not move the final assembly of Equipment provided to American from the production facility(ies) used for such assembly as of the Effective Date without American’s written consent, which shall not be unreasonably withheld; provided, however, that this requirement shall not apply to engineering and production which normally occurs at third-party facilities. Upon reasonable prior notice, Gogo agrees to give American or its designated representative direct access to the manufacturing, engineering and purchasing areas of any manufacturing facility working on this Program including its sub-suppliers. The Parties also agree that upon reasonable prior notice, Gogo will provide American’s OSR office space, Internet connectivity and telephone access located at the primary manufacturing location. When requested, Gogo agrees to provide American or its OSR current information relating to the Program within a reasonable period of time but no later than [***] after the request if practicable. Such visits and monitoring by American shall not unreasonably interfere with the work being performed.

 

  3.6 FAA Certification. [***].

 

4. DESIGN CHANGES

 

  4.1

Mandatory Changes. In the event Gogo must change the Specifications for any Technology Type to help correct a safety or reliability problem, or to ensure conformance with any applicable law or regulation (“Mandatory Change”), Gogo will immediately submit an MCP to American identifying the consequences of

 

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  implementing such Mandatory Change, including: (a) proposed changes to the Equipment and/or Software; (b) the amount of time required to implement such changes; and (c) changes in the Lead Time associated with the manufacture of Equipment. Upon receipt of American’s approval of the proposal, which shall not be unreasonably withheld, and completion of any testing required, Gogo will promptly make the changes and complete all other requisite work as appropriate and in all Equipment not yet shipped to American. Following approval by American of the Mandatory Change and all pre-production testing required, the applicable Specifications shall be construed as incorporating the Mandatory Change. [***].

 

  4.2 Improvements.

 

  4.2.1 Upgrades from One Technology Type to Another. [***].

 

  4.2.2 Elective Improvements. [***].

 

  4.2.3 Defects. [***], Gogo shall make all changes to the Equipment necessary to correct manufacturing defects or design deficiencies (i.e., where such Equipment does not meet the Specifications) from the date of initial Equipment installation on each Retrofit A/C to the end of the Term. Gogo shall provide the applicable modification kits and modification instructions (in the service bulletin) to the installing Party. Gogo will design the modification so that the labor time for installation shall be minimized. There shall be no unreasonable time limitations on American’s right to return Equipment to Gogo for the implementation of any service bulletin.

 

  4.2.4 Other Services and Products. [***].

 

  4.3 Parts Obsolescence.

 

  4.3.1 Every six (6) months during the Term, Gogo shall provide American with a list of the Components that Gogo is, or with the exercise of reasonable diligence, would be aware will become obsolete within the next twenty-four (24) months, as well as proposed replacement parts and replacement part qualification test dates. Within [***] after providing notice that a Component will become obsolete, Gogo will advise American on the quantities of such Component that Gogo believes is necessary and required to maintain and service American’s Retrofit A/C for the remainder of the Term. It is Gogo’s responsibility to ensure that all such Components be available at all times during the Term. In the event Components become obsolete during the Term, or if the repair of any Equipment requires replacement of an obsolete Component, Gogo agrees to provide American with either:

 

  4.3.1.1. [***]

 

  4.3.1.2. [***].

 

  4.3.2 [***].

 

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5. LEASE OR PURCHASE OF EQUIPMENT

 

  5.1 Existing Equipment. With respect to any Equipment previously delivered by Gogo and installed on any aircraft under the Pre-Apollo Agreement, other than aircraft in the 757 Fleet or the McDonnell Douglas MD-80 A/C with Purchased Equipment installed thereon, the Parties acknowledge and agree that Gogo has not sold but instead has leased such Equipment to American (including, if any such aircraft has been or will be upgraded from the ATG Solution to the ATG4 Solution at no cost to American, the upgraded Equipment) (such equipment being referred to herein as the “Leased Equipment”), and Gogo will continue to hold title in such Leased Equipment, except as provided in Section 5.1.1. All other Equipment has been or will be sold by Gogo to American, (such equipment being referred to herein as the “Purchased Equipment”), and American has or will acquire title to Purchased Equipment at the time specified in Section 7.1.

 

  5.1.1 Purchase of Leased Equipment. The Leased Equipment shall at all times remain the property of Gogo and Gogo will retain title to all the Leased Equipment; [***].

 

  5.1.2 Applicable Agreements for Leased Equipment.

 

  5.1.2.1. The Parties agree and acknowledge that certain A/C on which Leased Equipment is installed may currently be subject to leases, mortgages or other financing agreements (each, an “Applicable Agreement”).

 

  5.1.2.2. Gogo agrees, solely vis a vis the lenders or lessors under Applicable Agreements and not in derogation of any right or remedy Gogo may have vis a vis American or any obligation American may have hereunder, that (a) it will not exercise its rights and interests in or with respect to any Leased Equipment in derogation of impairment of, or interference with, the rights, interests or remedies of the lessor or lender under any Applicable Agreement, and (b) it will not, as a result of installation of Leased Equipment on an A/C subject to an Applicable Agreement, have, claim or assert any lien, security interest, claim, encumbrance or other right on or against any such A/C.

 

  5.1.2.3. Gogo further agrees, to the extent applicable under a lease with respect to a Retrofit A/C, solely vis a vis the lenders or lessors under such lease and not in derogation of any right or remedy Gogo may have vis a vis American or any obligation American may have hereunder, that (a) in the event that the lease on a Retrofit A/C terminates or the lessor or lender determines to repossess a Retrofit A/C, Gogo’s sole right with respect to the Retrofit A/C and the lender or lessor shall be to remove or cause the Leased Equipment to be removed from such Retrofit A/C not later than the earlier of the lease termination date or [***] after receipt of written notice from the lessor or lender that it has repossessed the Retrofit A/C, (b) if it fails for any reason to so remove the Equipment, the lessor or lender may remove the same and will be entitled to a lien (with power of sale) on the Leased Equipment to secure the cost of such removal and the restoration of the A/C in accordance with Section 5.1.2.3(c) below, and (c) such right of removal is subject to and conditional upon the restoration of all alterations made to the A/C in connection with the installation of the Leased Equipment to the condition prior to the installation thereof (ordinary wear and tear excepted) in accordance with an airframe manufacturer’s service bulletin.

 

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  5.2 Purchased Regional Jet Fleet Equipment. [***].

 

  5.3 Purchased ATG4 Mainline Fleet Equipment. [***].

 

  5.4 Purchased 2Ku Fleet Equipment. [***].

 

  5.5 Purchase Orders.

 

  5.5.1 Placement of Orders. American will place purchase orders for the Shipsets of Equipment purchased from Gogo pursuant to this Agreement in accordance with the applicable Lead Times set forth in Exhibit B. In the event such purchase orders contain additional or different terms and conditions than those set forth herein, the Parties agree that the terms and conditions of this Agreement shall control and prevail. All purchase orders shall reference this Agreement. Purchase orders and any correspondence with respect thereto should be sent by American to Gogo through the Aeroxchange tool or by email to Gogo’s designated personnel.

Each purchase order shall specify: [***]. If there is any information missing from the purchase order at the time of issuance, it is Gogo’s responsibility to bring this to the attention of American.

 

  5.5.2 Order Acceptance. Within [***] business days after Gogo’s receipt of a purchase order through the Aeroxchange tool, or by email, as provided in Section 5.5.1, Gogo will acknowledge receipt, and either (a) accept it by (i) signing the purchase order in the space provided thereon and returning it to American via return mail or confirmed facsimile, or (ii) in the case of e-mail transmissions, by sending an electronic acknowledgement of acceptance, or (b) reject the purchase order in writing via the same methods permitted for acceptance and provide an explanation for why said purchase order has been rejected. Should written acceptance or rejection not be received by American for any purchase order within the time period provided above, Gogo will be deemed to have accepted such purchase order and the quantities, Designated Destination and delivery dates set forth therein. Gogo will accept all purchase orders that specify delivery dates consistent with the Lead Times for the Equipment ordered as set forth in Exhibit B and the other requirements set forth in Section 5.5.1.

 

  5.5.3 Purchase Order Changes. [***].

 

6. DEINSTALLATION

 

  [***].

 

7. PACKING, SHIPPING AND DELIVERY, TITLE AND RISK OF LOSS

 

  7.1 [***].

 

  7.2 Gogo shall affix to each item of Equipment some marking that complies with the FAA’s and American’s engineering department’s part-marking requirements and is otherwise acceptable to American. With each shipment, Gogo will include a packing list and appropriate certification paperwork indicating the Equipment contained in such shipment by serial number (if applicable) and listing the date of shipment. Kits shall include component part numbers. Items of Equipment that are not serial number tracked shall be designated, on the packing list, by description and quantity. Unless special packaging is required, Gogo shall package all Equipment for shipment in compliance with ATA-300 Specification, Revision 17, Category III.

 

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  7.3 American reserves the right to direct Gogo to use a specific carrier for any portion of the transportation for which American is responsible for the costs. In the event American requests Gogo to provide special packaging, insurance, storage or shipping, above and beyond standard shipping practices, American will be responsible for said charges.

 

  7.4 [***].

 

  7.5 Upon receipt of the Shipsets, whole or partial, at the Designated Destination, it is American’s option to inspect the Shipsets to ensure receipt of all components with no physical damage. American shall notify Gogo of any discrepancies therein within [***] following receipt thereof, or during the actual Shipset installation, whichever being earlier, and any Shipset as to which Gogo does not receive timely notice of discrepancy will be deemed accepted. Gogo will ship replacements for any damaged, defective or missing components to American within [***] following receipt of such notice. Subject to Gogo’s compliance with the preceding sentence in this Section 7.5, Gogo shall not be responsible for any delay to American’s installation schedule hereunder caused by Gogo’s shipment of damaged, defective or missing components if American has failed to inspect the relevant Shipset(s) and notify Gogo of any discrepancies therein within [***] following receipt thereof, where notification of such discrepancy within such timeframe would otherwise have permitted Gogo to take sufficient action to avoid such delay.

 

  7.6 Unless otherwise agreed, American agrees to ship any uninstalled defective Equipment to Gogo, at Gogo’s sole risk and expense, in accordance with a mutually agreed upon process. For returned Equipment, American shall include on the outside packaging a RMA number to be obtained by American from Gogo. Gogo will issue American the RMA number within [***] of the receipt of such request from American. Gogo will, [***], promptly repair the nonconformities or replace the nonconforming Equipment as expeditiously as possible but in any event within [***] following receipt of such returned Equipment.

 

  7.7 [***].

 

8. MARKETING AND CONNECTIVITY PORTAL

 

  8.1 Marketing. Throughout the Term, the Parties may agree to cooperate in developing and implementing joint initiatives to market and promote Connectivity Services, Wireless Entertainment and/or [***]. Without limiting the foregoing, the Parties agree that American will use commercially reasonable efforts to ensure that customer and employee awareness of Connectivity Services remains high. Gogo may conduct independent marketing with respect to Connectivity Services.

 

  8.2 Portal and Marketing Activities. [***].

 

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9. GOGO SERVICES

 

  9.1 Equipment-Related Services.

 

  9.1.1 Installation Support and Training.

 

  9.1.1.1. American or American’s Third Party Supplier will perform the installation of the Equipment and Software on the Retrofit A/C unless American provides Gogo with at least [***] advance notice that Gogo is to perform some or all of the installations and identifies the installation site(s), which shall be at mutually agreed-upon location(s). [***].

 

  9.1.1.2. All parts and materials required to install the Equipment and Software on the Retrofit A/C are intended to be listed in Exhibit B. Any additional parts or materials required to install the Equipment and Software will be provided by Gogo [***].

 

  9.1.1.3. Gogo will provide Installation Kits that are kitted per American’s instructions. [***], the Installation Kits may be vacuum packed and labeled according to the [***].

 

  9.1.1.4. Gogo will provide to American and/or American-designated third parties all special tooling required or otherwise reasonably requested by American to perform the installation or test of any of the Equipment and/or Software. The special tooling [***] shall be provided with operating and maintenance instructions. The special tooling will be delivered to the location(s) specified by American. As of Effective Date, Gogo represents that no special tooling is required.

 

  9.1.1.5. Gogo shall provide reasonable training material and support in the manner and fashion set forth in Exhibit F or as otherwise required by American and/or American designated third parties for the operation of Gogo’s Equipment and Software, including the use of special tools or test equipment. Gogo’s role within the training development process, unless otherwise required by American, will be subordinate to the direction of American and/or American designated third parties. [***].

 

  9.1.2 Other. Gogo shall advise American’s engineering department and Commodity Manager of any and all Equipment, Software and/or Gogo Services that interface with and could have a potential impact on other systems on Retrofit A/C at least [***] before the Prototype installation.

 

  9.1.3 Installation Fees. Installation fees for the 2Ku Fleet and installation credits for the First Installation of each of the Mainline New Deliveries are set forth in Exhibit D.

 

  9.1.4 Liquidated Damages for Installations. Liquidated damages for installations are set forth in Exhibit F for the 2Ku Solution, and such liquidated damages will also apply for installation by Gogo on Mainline New Deliveries.

 

American Airlines, Inc. and Gogo LLC

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  9.2 Maintenance Services.

Gogo will provide the Maintenance Services set forth in Exhibit G to American (a) [***] during the Initial Warranty Period, and (b) after expiration of the Initial Warranty Period, [***] (the period [***] referred to herein as the “Extended Warranty Period” and, together with the Initial Warranty Period, the “Warranty Period”). The “Initial Warranty Period” for a Retrofit A/C means the period beginning on the date of First Installation and ending (x) with respect to the MD-80 Fleet and Retrofit A/C with Leased Equipment, [***], (y) with respect to all other Retrofit A/C equipped with the ATG Solution or ATG4 Solution, [***], and (z) with respect to the 2Ku Fleet, [***]. During the Warranty Period, Gogo shall provide Spares, [***], in accordance with Section 1.8 of Exhibit G. American shall be required to purchase, at the prices set out in Exhibit G, (A) any Spares acquired by American during any period that is not a Warranty Period and (B) any Spares acquired by American during a Warranty Period (i) in replacement of parts for which American bears responsibility for loss or damage under Section 3.2 or (ii) in excess of the number of Spares that Gogo is required to provide from time to time under its warranty, as described in Exhibit G.

 

  9.3 Engineering Services. Gogo shall provide the following technical support to American [***] if a Gogo-initiated change in Gogo’s products, installation procedures or STC requires a modification in the American installation or maintenance processes.

 

  9.3.1 Gogo shall also provide such technical support [***] in the event Gogo performs the installation:

 

  9.3.1.1. Engineering support for repairs and/or deviations encountered during installation or maintenance.

 

  9.3.1.1.1. Engineering data to support FAA approval for static and fatigue (i.e., damage tolerance) strength.

 

  9.3.1.1.1.1. Engineering data detailing the deviation to the STC approved engineering drawings.

 

  9.3.1.1.1.2. Structural substantiation and analysis reports for the deviations and/or repairs.

 

  9.3.1.1.2. 24x7x365 contact information and commitments to support timely Retrofit A/C return to service.

 

  9.3.1.1.3. Contact information for associated structural designated engineering representative(s) (DER(s)).

 

  9.3.2 Gogo shall provide the following technical support services to American [***]:

 

  9.3.2.1. Engineering data to allow internal evaluation and approval of deviations.

 

  9.3.2.1.1. Complete drawing package, including piece parts, with full materials and process specifications.

 

American Airlines, Inc. and Gogo LLC

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  9.3.2.1.2. Stress report(s) associated with the Certification.

 

  9.3.2.2. Instructions for continued airworthiness.

 

  9.3.2.2.1. List of fatigue critical alteration structure (FCAS) for the new and existing structure affected by the modification.

 

  9.3.2.2.2. Damage tolerance inspections for the altered structure.

 

  9.3.2.3. Allowable damage and typical repair data is preferred (SRM supplement) for oversized fasteners, short edge margin, etc.

 

  9.4 Passenger Services.

 

  9.4.1 Business Models. As of the Effective Date, Connectivity Services and Ancillary Services are being provided to Users under the Revenue Share Model as contemplated in Exhibit D; Wireless Entertainment is being provided [***] as set forth in Exhibit L; and [***] are not being provided. American shall have the option, in its sole discretion and with reasonable notice to Gogo, [***]. After the [***], all Connectivity Services (regardless of Technology Type), Wireless Entertainment and [***] will be provided [***].

 

  9.4.2 Connectivity Services. [***].

 

  9.4.3 Wireless Entertainment. The Parties’ obligations with respect to Wireless Entertainment are set forth in Exhibit L to this Agreement, and pricing for Wireless Entertainment is set forth in Exhibit D.[***].

 

  9.4.4 [***].

 

  9.5

Compliance with Laws and Privacy Policy; Certification. Throughout the Term, Gogo will [***] comply with all laws, rules and regulations, including without limitation Communications Assistance for Law Enforcement Act (CALEA) and any requirements related to website accessibility or net neutrality, applicable to Gogo in connection with its performance under this Agreement, including its provision of Gogo Services, and shall obtain and maintain all required Certifications. Without limiting the foregoing, Gogo will obtain any required Certifications related to the ATG Solution and ATG4 Solution from the United States, Canada and any other country in the Territory, if any, in which the ATG network operates and Certifications related to the 2Ku Technology Type for each country in the Territory; provided, however, that (a) if Gogo fails to obtain any such Certification related to the 2Ku Solution and the affected country is not a country in which satellite-based Connectivity Services are legally provided on any Retrofit A/C, Gogo shall not be deemed to be in breach of this Agreement by reason of such failure and (b) if the Certifications obtained by Gogo in any affected country do not extend to ground-based Connectivity Service and the affected country is not a country in which ground-based Connectivity Services are legally provided on any Retrofit A/C, Gogo shall not be deemed to be in breach of this Agreement by reason of such failure. A list of the countries in which any required Certifications related to the 2Ku Solution shall be obtained by Gogo has been prepared and is attached as Exhibit Q. Notwithstanding anything to the contrary contained herein, if Gogo uses its best efforts to obtain Certification related to the 2Ku Solution in any country in the Territory and such country has not approved Ku band-based in-flight connectivity services offered by any provider, such failure shall not be deemed to be a breach of this Agreement. Gogo undertakes no obligation to obtain any Certifications

 

American Airlines, Inc. and Gogo LLC

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  unrelated to the Technology Types. Within [***] of the Effective Date, Gogo will provide American copies of a certificate from Subsentio, Gogo’s third party advisor, as to Gogo’s CALEA compliance as of a date during such [***]. Throughout the term, Gogo will provide to American, as received, copies of other certificates, if any, issued by Subsentio or any law enforcement agency or regulatory body regarding compliance with CALEA or other applicable laws, rules or regulations, including the Certifications, and will notify American, promptly upon receipt, of any suspensions, cancellations, revocations or withdrawals of any such Certifications. Gogo represents and warrants to American that to the best of its knowledge and belief it is in material compliance with all such laws, rules and regulations. Notwithstanding anything to the contrary set forth in Section 10.5 of this Agreement, if at any time American has reasonable grounds to believe that Gogo does not have all required Certifications or otherwise is not in material compliance with all applicable laws, rules or regulations, including without limitation CALEA and any applicable international intercept laws, American may prior to EIS for Retrofit A/C equipped with the 2Ku Solution refuse to turn on Connectivity Services (or ground-based Connectivity Services if noncompliance is limited thereto) on Retrofit A/C when operating in any affected country or after EIS for Retrofit A/C equipped with the 2Ku Solution cause Connectivity Services (or ground-based Connectivity Services if noncompliance is limited thereto) to be turned off on all Retrofit A/C when operating in any affected country until such time as Gogo can demonstrate, to American’s reasonable satisfaction, that it has all such Certifications and otherwise is in material compliance. Gogo will also comply with the Privacy Policy that Gogo provides to Connectivity Services Users. Gogo will reasonably assist American with its compliance with laws and regulations applicable to American by reason of its performance hereunder and will use good faith efforts to comply with reasonable requests made by American with respect to Gogo’s administration of any “bug bounty” program, as such program may relate to Retrofit A/C or the Gogo Services.

 

  9.6 Satellite Coverage. At the time of EIS for the first Retrofit A/C equipped with the 2Ku Solution, Gogo will provide [***] 2Ku Solution satellite coverage to American in those regions shown on Exhibit Q. Such satellite coverage will remain available throughout the Term in such regions.

 

  9.7 Compliance Matrix. Gogo’s performance of its obligations hereunder (including provision of Gogo Services) will comply with the Compliance Matrix, which is included on the attached Appendix 1.

 

  9.8 Charter Services. Gogo shall provide the charter services described on Exhibit S on Retrofit A/C charted by American at the pricing set forth on Exhibit S.

 

  9.9 Proprietary Rights and Data Security. Gogo shall comply with all of its obligations set forth in Exhibit V, including the data security obligations in Attachment A of Exhibit V.

 

10. AMERICAN OBLIGATIONS

 

  10.1 Fleet Availability. American agrees to make the Retrofit A/C available for installation of the Equipment and Software, and testing and Certification by the FAA of the Equipment, Software and Connectivity Services, Wireless Entertainment and [***], in accordance with the terms set forth in the applicable exhibit to this Agreement, as such exhibit may be changed from time to time in accordance with the terms thereof or otherwise by mutual agreement.

 

American Airlines, Inc. and Gogo LLC

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  10.2 Installation. Whenever American elects to perform the installation of Equipment itself, American will be solely responsible for installing the Equipment on the A/C in accordance in all material respects with the installation Documentation (the “Installation Guidelines”). Gogo shall not be responsible for any failures to the extent such failures arise out of or relate to a failure by American to strictly follow the Installation Guidelines, nor shall such failures give rise to any American rights to termination or damages under this Agreement.

 

  10.3 Compliance with Laws and Certification. American will comply with all laws and regulations applicable to American in connection with its performance hereunder and will reasonably assist Gogo in its compliance with all laws and regulations applicable to Gogo hereunder, including without limitation CALEA, [***]. American will provide Gogo reasonable access to the Retrofit A/C and such assistance as Gogo reasonably requests to obtain and maintain Certification by the FAA of the Equipment and Connectivity Services. American will comply with the Privacy Policy that it provides to passengers accessing the Portal. [***].

 

  10.4 Engineering. American’s engineering department will provide assistance with respect to A/C drawings, data and information on A/C systems (that are not restricted intellectual property) and design-for-maintenance knowledge, as reasonably required by Gogo. American’s engineering department will also work with Gogo to develop, and must approve, all installation designs and systems operational characteristics, to ensure they meet all airworthiness and American operational requirements.

 

  10.5 Connectivity Service Availability. American will make the Connectivity Service available to all passengers on board Retrofit A/C on all commercial flights during such time period as American may make the Connectivity Service available in compliance with the Certification requirements. [***].

 

  10.6 Information Sharing. American will provide Gogo with timely access to passengers boarded data via a daily feed, including the following for each flight: origin and destination, the number of passengers on the Retrofit A/C, the time of departure and arrival, tail number and flight number, as well as such additional information as Gogo reasonably requests and American can reasonably provide (subject to third party confidentiality obligations) to improve passenger use of the Connectivity Services, revenue generation and/or reporting.

 

  10.7 Retail Promotional Offerings – Revenue Share Model. [***]

 

  10.7.1 [***].

 

  10.7.2 [***].

 

  10.7.3 [***].

 

  10.7.4 [***].

 

  10.8 Proprietary Rights and Data Security. American shall comply with all of its obligations set forth in Exhibit V, including the data security obligations in Attachment B of Exhibit V.

 

American Airlines, Inc. and Gogo LLC

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11. PROJECT ADMINISTRATION

 

  11.1 Gogo Personnel. To help ensure a successful Program, for the Retrofit A/C, Gogo agrees to provide sufficient “Program Management Staff” to support its contractual obligations, including a Program Manager, an Engineering Liaison and an Account Manager or equivalent position, at no additional charge to American. The Program Manager and/or Engineering Liaison must be self-sufficient and be able to act independently to review drawings, manuals, and other technical documents and initiate and manage changes to Gogo provided drawings, manuals and technical documents with minimal involvement by American’s engineering department.

 

  11.1.1 Program Management. The “Program Manager” shall be responsible for Program scheduling and timeline management, serving as the liaison between American and Gogo teams, facilitating meetings (to include action item logs), acting as an initial point of contact and managing action items. In the event Gogo plans to replace the Program Manager, to the extent practicable, Gogo will provide American with [***] advance notice. The Program Manager will be solely dedicated to American through the Term of this Agreement. In addition to the Program Manager, Gogo shall, at its sole cost, provide sufficient order administration support to ensure timely communications and entry of orders, and assign a primary order administration focal and back-up personnel as required to ensure continuous coverage.

 

  11.1.2 Engineering Liaison. The “Engineering Liaison” shall be responsible for the coordination of technical integration concerns between Gogo, American and American-designated third parties. The Engineering Liaison must be an engineer who is familiar with the technical aspects of the Equipment, Software and System integration requirements. The Engineering Liaison must be directly accessible to American and/or American-designated third parties.

 

  11.1.3 Account Manager. The “Account Manager” or equivalent position shall be responsible for the coordination of joint marketing activities and serve as the liaison between the Gogo and American marketing teams.

 

  11.2 Meetings. Upon American’s reasonable request, Gogo agrees to participate in those meetings with American, American Suppliers and airframe manufacturers of which Gogo is given reasonable advance notice, at no additional charge to American. Such meetings may include TIM, an ITCM, a PDR, an IDR, a CDR, PRR, FAI, Program reviews and supplier conferences, and may be conducted face-to-face at American’s headquarters or, at American’s discretion, by teleconference. Gogo will attend such meetings with the appropriate personnel. Unless otherwise required by American, Program reviews will be held every [***] during the design, development, production and installation of Equipment and Software. Appropriate Gogo and American executives will meet to review the Program on a [***] basis.

 

  11.3

Program and Usage Reports. The Parties will provide Program reports (“Program Reports”) to one another on no less than [***] to keep one another informed of the status of the Program. The Parties will mutually agree upon the information to be included in, and format of, the Program Reports. After the Effective Date, Gogo will provide usage reports (“Usage Reports”) (a) for the ATG/ATG4 Solution, consistent in frequency, format and content with the Usage

 

American Airlines, Inc. and Gogo LLC

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  Reports provided prior to the Effective Date, and (b) for the 2Ku Solution, as described in Exhibit K. To the extent any of the Usage Reports to be provided by Gogo as described in Exhibit K can be provided for all Retrofit A/C, Gogo shall also provide such additional Usage Reports as the ATG Solution, ATG4 Solution and/or 2Ku Solution (as applicable) permit. American and Gogo will work together in good faith to define additional reports to be provided to one another as the business model, Portal and relationship between the Parties evolve under this Agreement and the Exhibits hereto (including Exhibit M). [***].

 

12. RETAIL REVENUE SHARE AND PAYMENT; OTHER FEES

 

  12.1 Revenue Share. [***].

 

  12.2 Affiliate Fee. [***].

 

  12.3 Usage Fees.

 

  12.3.1 Portal Management Fee. [***].

 

  12.3.2 Flight Crew Access. [***].

 

13. INVOICES AND PAYMENT

 

  13.1 By American. Payment by American for Equipment and/or Software shall be made net [***] from the date of American’s receipt of Gogo’s invoice therefor, which shall not precede shipment of the Equipment and/or Software, as applicable. Gogo’s share of any applicable revenue collected by American (as and only to the extent set forth in Exhibit D) will be calculated on a [***] basis and paid to Gogo within [***] of the end of the [***] in which American collected such revenue. Payment by American for Wireless Entertainment, [***], User Connectivity Sessions, AA Subscriptions, Passenger Grade data and data for any Other Airline Business Application, and any Gogo Services, Portal Management Fees or other fees set forth on Exhibit D for which payment terms are not expressly specified elsewhere in this Agreement shall be made net [***] from the date of American’s receipt of Gogo’s invoice therefor, which date shall be noted thereon. In the event that American in good faith disputes any invoiced amount(s), then within [***] following American’s receipt of the invoice, American will notify Gogo in writing of the disputed amount(s) and submit payment for all undisputed amounts in accordance with this Section 13.1, and American’s nonpayment of such disputed amounts pending resolution will not constitute a breach by American of this Agreement. The unpaid disputed amount(s) will be resolved by mutual negotiations of the Parties. Invoices to American hereunder shall be sent by Gogo using American’s electronic invoicing system. All amounts shall be payable in U.S. Dollars and paid via check to Gogo at the following address:

Gogo LLC

Attn: Accounts Receivable

111 N. Canal St., Suite 1500

Chicago, IL 60606

 

  13.2

By Gogo. Any and all revenue from Wireless Entertainment and [***] collected by Gogo from Users will be calculated on a [***]basis and paid to American within [***] of the end of the [***] in which Gogo collected such revenue. American’s share of any Portal Revenue collected by Gogo will be calculated on a [***] basis and paid to American within [***] of the end of the [***] in which Gogo collected such

 

American Airlines, Inc. and Gogo LLC

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  revenue. [***] the Connectivity Revenue Share and the Affiliate Fee, will be calculated and reported on a [***] basis and amounts owed thereunder will be paid to American within [***] of the end of the [***] in which Gogo collected the Connectivity Revenue and the revenue as to which the Affiliate Fee is payable. [***]. Invoices to Gogo should be sent by American to the following address:

Gogo LLC

Attn: Accounts Receivable

111 N. Canal St., Suite 1500

Chicago, IL 60606

All amounts shall be payable in U.S. Dollars and paid, either via credit or by wire transfer or electronic payment through the Automated Clearing House, to American’s designated depository bank.

 

  13.3 Penalties. Except as specifically provided herein and subject to the provisions of Section 13.1 regarding disputed invoices, any fee, penalty, reimbursement or other sum payable hereunder will be due [***] from the date the party responsible for paying (the “Payor”) receives an invoice from the party entitled to payment (the “Payee”) and shall be payable in U.S. Dollars and, at Payee’s sole discretion, either via credit/check or wire transfer.

 

14. MOST FAVORED NATION

 

  14.1 [***].

 

  14.2 [***].

 

  14.3 [***].

 

15. TAXES

 

  15.1 Taxes related to System Equipment and Software. American shall pay all sales, use and personal/business property taxes, airport/concessions fees, customs taxes, customs, tariffs, or other duties and any other taxes and assessments lawfully levied against or upon the Equipment and/or Software sold by Gogo to American under this Agreement. American shall pay Gogo for any and all sales and use taxes, imposts, levies, duties, usage or other similar, transaction-based fees (including, and without limitation, value-added taxes, and stamp taxes, if any) (collectively “Taxes”), imposed by any governmental entity with respect to, or arising out of the sale of the Equipment and/or Software that are properly invoiced by Gogo in accordance with Section 13 of this Agreement, to the extent not inconsistent with any applicable laws or regulations, which shall control in the case of any conflict. American has the right to provide to Gogo sales/use tax or any other applicable Tax exemption certificates or direct pay permits with respect to the Equipment and/or Software sold by Gogo to American under this Agreement. A Tax exemption certificate or direct pay permit may be required for each tax jurisdiction where Gogo delivers the Equipment and/or Software to American pursuant to this Agreement. Gogo will accept any such Tax exemption certificate or direct pay permit provided by American in good faith, and Gogo will discontinue invoicing the applicable Taxes on the sales of Equipment and/or Software under this Agreement, and American shall hold Gogo harmless for any liability for such Taxes.

 

American Airlines, Inc. and Gogo LLC

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  15.2 Taxes with Respect to Gross of Net Income. Each Party to this Agreement shall be responsible for any taxes, imposts, levies, duties or other fees with respect to, or based upon, any measure of the respective Party’s income, whether gross or net and any taxes, imposts, levies, duties or other fees with respect to, or based upon, the respective Party’s assets, capital, property or payroll, however denominated, including without limitation, any doing business taxes, franchise, gross receipts, fringe benefit, social security, welfare taxes or any regulatory taxes or fees.

 

  15.3 Taxes with Respect to User Transactions. As the MOR for User transactions, Gogo will be responsible for compliance with all sales, use, GST, value-added or any other taxes or fees with respect to, or arising out of, transaction charges to Users. Such tax compliance will include, without limitation, the establishment and maintenance of taxability rules, tax jurisdiction assignment (sourcing) rules, tax rates, billing and collection of taxes from Users, filing of applicable tax returns and remittance of such taxes and fees to the appropriate tax agencies. Pricing as noted in Exhibit D will either be inclusive of taxes or exclusive of taxes as defined by American. To the extent the price to the customer is stated to be inclusive of taxes and such taxes are collected, this shall reduce dollar-for-dollar any amounts that Gogo is obligated to pay to American pursuant to this Agreement, including, without limitation, Section 2 in Exhibit D. As the MOR, it is Gogo’s responsibility to monitor tax laws applicable to Gogo Services, and to update Gogo Service taxation with any changes in such tax laws.

 

  15.4 Cooperation with Respect to Taxes. The Parties agree to reasonably and in good faith cooperate and assist each other in evaluating and/or contesting the imposition, validity, application or amount of any amounts payable under this Section 15. Without limiting the foregoing, such cooperation shall include: (a) supplying the other Party such information or documents as are necessary or advisable to reduce the amount of any such amounts payable or to recover or seek a refund of any such amounts with respect to, or arising out of, the transactions effectuated pursuant to this Agreement; (b) permit the other Party to participate in any audit, contest, challenge, controversy or other proceeding to the extent permitted herein, at the other Party’s expense; and (c) reasonably assist the other Party with the evidentiary and procedural development of any such audit, contest, challenge, controversy or other proceeding. It is agreed by the Parties that control of any such contest or controversy shall be vested in the Party ultimately liable for such amounts payable and the contesting Party shall solely bear the costs, including attorney’s fees, of any such contest or controversy.

 

  15.5 Section 15 Survival. Notwithstanding any other section of this Agreement to the contrary, this Section 15 shall survive any termination or expiration of this Agreement (a) for the period of time during which either American or Gogo may be liable for Taxes under any applicable statute of limitations, or (b) where any audit, contest, challenge, controversy or other proceeding is pending, throughout the duration of such audit, contest, challenge, controversy or other proceeding.

 

16. AUDIT

 

  16.1

By American. Gogo shall keep full and accurate records of all orders, shipments, payments and invoices in connection with providing the Equipment, Software and Gogo Services, as well as such other documents and records as American shall reasonably require in order to audit Gogo’s compliance with this Agreement, and Gogo shall make such records available for audit until [***]; provided, however, that anyone auditing Gogo’s compliance with this Agreement shall not be entitled to access to any information that Gogo may not disclose pursuant to confidentiality

 

American Airlines, Inc. and Gogo LLC

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  obligations to any third party. The audit, for purposes of certifying Gogo’s compliance with the terms of this Agreement, may be conducted no more than [***] upon reasonable advance written notice and in a manner that minimizes disruption on Gogo’s business at American’s expense by (a) with respect to any audit of Gogo’s compliance with Section 14, a public accounting firm other than a firm that audits Gogo or American, which firm shall be appointed by American and approved by Gogo and (b) with respect to audits of other matters, American’s internal audit staff or, at American’s election, a public accounting firm which firm shall be appointed by American and approved by Gogo. Any such audit firm or American employee shall agree, in a writing reasonably satisfactory to Gogo, to maintain the confidentiality of all information disclosed pursuant to such audit. Notwithstanding anything to the contrary contained herein, with respect to Gogo’s compliance with Section 14, American may cause an audit to be conducted if in any year Gogo fails to provide the certification required by Section 14 (in which case the expenses of such audit shall be borne by Gogo) or, if Gogo provides such certification, American has reason to doubt the accuracy of such certification (in which case the expenses will be borne by American if the audit confirms Gogo’s compliance and by Gogo if Gogo is found not to be in compliance). With respect to any audit of Section 14, the auditor shall, subject to appropriate confidentiality agreements, have access to information regarding Gogo’s arrangements with other airlines but the report delivered by such auditor to American shall be drafted in a way that preserves the anonymity of other Gogo airline partners.

 

  16.2 By Gogo. American shall keep full and accurate records related to Connectivity Take Rates and installation and use of all Equipment, as well as such other documents and records as Gogo shall reasonably require in order to audit American’s compliance with this Agreement, and American shall make such records available for annual audit by Gogo (at Gogo’s sole cost and expense), upon reasonable prior written notice, during normal business hours at American’s facility(ies) where such records are located, [***]; provided, however, that Gogo shall not be entitled to access to any information that American may not disclose pursuant to confidentiality obligations to any third party. Subject to the same conditions, restrictions and limitations as set forth in the preceding sentence, Gogo will have the right to instead appoint, at its own expense, a public accounting firm appointed by Gogo and approved by American, to conduct an annual review of the Connectivity Take Rates and installation and use of all Equipment and certify American’s compliance with the terms of this Agreement. Any such auditor or accounting firm shall execute American’s standard release form, shall strictly comply with American’s facility and workplace safety, security and other similar rules and regulations and shall also agree, in a writing satisfactory to American, to maintain the confidentiality of all information disclosed pursuant to such audit or review, and no such audit or review shall unreasonably interfere with American’s business or operations.

 

  16.3 No Deduction, Offset or Withholding. Except as specifically contemplated under this Agreement, each Party will pay all amounts owed to the other Party without any deduction, offset or withholding of any kind or nature or for any reason whatsoever.

 

17. WARRANTY

 

  17.1 Each Party. Each Party hereby represents and warrants to the other Party the following:

 

  17.1.1 Such Party is duly organized and validly existing and has the power and authority to execute and deliver, and to perform its obligations under, this Agreement, including, with respect to Gogo, the right to perform Gogo Services hereunder.

 

American Airlines, Inc. and Gogo LLC

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  17.1.2 Such Party’s execution and delivery of this Agreement and performance of its obligations hereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent documents) or any law, regulation or contractual restriction binding on or affecting it or its property.

 

  17.1.3 This Agreement is such Party’s legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

 

17.2 Gogo. Gogo warrants that:

 

  17.2.1 All Equipment and Software provided hereunder will, at the time of installation, comply with all applicable laws, rules and regulations, including without limitation, all FAA orders or regulations and those of any other United States regulatory agency or body having jurisdiction over the Equipment or Software.

 

  17.2.2 Gogo represents and warrants that it has all rights required to use the System (including all Software) used by Gogo to provide the Gogo Services, and to grant the licenses and rights to use the System (including all Software) that are granted to American under this Agreement.

 

  17.2.3 To the best of its knowledge after reasonable inquiry, the Gogo Technology, including the System, Equipment and Software, system interfaces and Gogo Service, does not infringe a valid patent, copyright, trade secret, trademark or other proprietary or intellectual property of a third party. Gogo will inform American of any new patent infringement claims brought against Gogo and respond to American’s reasonable requests for information related thereto.

 

  17.2.4 Equipment and Software shall comply with all test requirements required by law or as otherwise agreed upon by the Parties in accordance with the terms of this Agreement.

 

  17.2.5 All Equipment and Software (including Software either embedded in Equipment or specifically designed for use in or with such Equipment) provided hereunder shall (a) be free from any liens or encumbrances arising by, through or under Gogo, and (b) be permanently marked with the manufacturing date.

 

  17.2.6 The cellular and wireless functionality associated with the Equipment are not designs that originated with American.

 

  17.2.7 Gogo Services will be performed in a professional and workman-like manner consistent with industry standards.

 

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  17.2.8 Throughout the Term, the Equipment and/or Software shall be free from defects in material, workmanship and design. During the Warranty Period, the Equipment and/or Software will function substantially in accordance with the Specifications. In the event of a defect discovered during the Warranty Period with respect to (a) material or workmanship, Gogo will use commercially reasonable efforts to repair or replace the defective Equipment and/or Software so that it complies with the warranty terms as soon as practical but in no event later than [***] after receipt thereof, and (b) design, Gogo will respond in accordance with Section 4.2.3. [***]. Notwithstanding anything to the contrary contained herein, this warranty shall not apply to Equipment and/or Software that has been subject to misuse, neglect, accident or improper installation by American or an American Supplier.

 

  17.3 Services. Gogo shall follow the steps outlined in the service failure chart included in Exhibit J which sets forth the levels of support provided to American in the event the Connectivity Service does not perform in accordance with the service levels detailed in Exhibit J. For all other Gogo Services, Gogo shall re-perform the Gogo Services which gave rise to the breach or, if it cannot cure the defect, refund the fees paid by American for the Gogo Services which gave rise to the breach; provided that American has notified Gogo in writing of the breach within [***] following American’s discovery of the defective Gogo Services, specifying the breach in reasonable detail.

 

  17.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE WARRANTIES SET FORTH IN SECTION 17.2, GOGO MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT WITH REGARD TO ANY EQUIPMENT, SERVICE OR MATERIALS PROVIDED UNDER THIS AGREEMENT.

 

18. TERM AND TERMINATION

 

  18.1 Term. The term of this Agreement (the “Term”) will begin on the Effective Date and continue for each Fleet Type, unless earlier terminated in accordance with the provisions of this Section 18, until the applicable date set forth in the expiration date column on Exhibit A.

 

  18.2 Removal. [***].

 

  18.3 Termination for Convenience.

 

  18.3.1 2Ku Fleet. In its sole discretion, for convenience and without cause, American may terminate this Agreement with respect to the 2Ku Solution in whole or in part at any time by [***].

 

  18.3.2 Regional Jet Fleet, 757 Fleet, MD-80 Fleet. American may elect to terminate this Agreement at its sole convenience (a) with respect to the 757 Fleet and/or the MD-80 Fleet at any time after [***] and (b) with respect to the Regional Jet Fleet at any time after the [***] of the final Trigger Date for the Regional Jet Fleet, in each case by giving at least [***] written notice thereof to Gogo and [***].

 

  18.3.3 Other Fleet Types. [***].

 

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  18.4 Termination for Non-Performance. American may elect to terminate this Agreement for non-performance upon the occurrence of the following hereunder:

 

  18.4.1 2Ku Fleet. Without limiting the provisions set forth in Section 18.3.1 above, if (a) Gogo fails to meet the fleet-wide aggregate Service Availabilities, bandwidth commitments or performance guarantees (in each case as set forth in Exhibit J) for the 2Ku Solution for [***] or (b) Gogo fails to meet any System delivery dates or Program milestones, such as the kit on dock, STC or Software delivery dates or such other dates set forth in Section 18.4.1.1 or Section 18.4.1.2, then such failure shall constitute a material breach by Gogo hereunder and American will have the right to terminate this Agreement with respect to any or all of the 2Ku Fleet upon [***] written notice to Gogo without payment of any termination fee or penalty to Gogo.

 

  18.4.1.1. Implementation Schedule for Airbus A320 Family A/C. Except as otherwise agreed by the Parties, Gogo shall comply with the following dates:

 

    Airbus A320 family A/C Prototype installation beginning no later than [***].

 

    Final drawing release and Software delivery – no later than [***].

 

    Prototype kits on dock – no later than [***].

 

    STC – no later than [***].

 

    All Airbus A320 family A/C kits delivered by [***].

 

  18.4.1.2. Implementation Schedule for Airbus A319 Family A/C. Except as otherwise agreed by the Parties, Gogo shall comply with the following dates:

 

    Airbus A319 family A/C Prototype installation beginning no later than [***].

 

    Final drawing release and Software delivery – no later than [***].

 

    Prototype kits on dock – no later than [***].

 

    STC – no later than [***].

 

    All Airbus A319 family A/C kits delivered by [***].

 

  18.4.2 Other Fleet Types. Without limiting the provisions set forth in Sections 18.3.2 and 18.3.3 above, if Gogo fails to meet the fleet-wide aggregate service levels for the ATG Solution and/or ATG4 Solution set forth in Exhibit J and such failure (a) continues for more than [***] following American’s written request to Gogo to remedy such failure or (b) occurs in any [***] period following American’s written request to Gogo to remedy such failure, then such failure shall constitute a material breach by Gogo hereunder and American will have the right to terminate this Agreement upon [***] written notice to Gogo [***].

 

  18.5 Termination for Cause. Upon the occurrence of any Event of Default, the non-defaulting Party shall be entitled to terminate this Agreement and, except as otherwise expressly provided herein, shall further be entitled to all other rights and remedies available to such Party under this Agreement or applicable laws, which rights and remedies shall be cumulative and not exclusive. The following events shall constitute an “Event of Default” hereunder:

 

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  18.5.1 If either Party shall fail in the performance of any of its material obligations contained in this Agreement, which failure continues uncured for a period of [***] following written notice from the other Party.

 

  18.5.2 If either Party shall file a voluntary petition in bankruptcy, shall be adjudicated as a bankrupt or insolvent, shall file any petition or answer seeking any reorganization, composition, readjustment, liquidation or similar relief for itself under any present or future statute, law or regulation, shall seek, consent to or acquiesce in the appointment of any trustee, receiver or liquidator for itself, shall make any general assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due.

 

  18.5.3 If a petition shall be filed against either Party seeking any reorganization, composition, readjustment, liquidation or similar relief for such Party under any present or future statute, law or regulation, which petition shall remain undismissed or unstayed for an aggregate of [***] (whether or not consecutive), or if any trustee, receiver or liquidator of either Party shall be appointed, which appointment shall remain unvacated or unstayed for an aggregate of [***] (whether or not consecutive).

 

  18.5.4 If any material representation or warranty made by either Party herein or in any statement or certificate furnished or required hereunder or in connection with the execution and delivery hereof proves to have been untrue in any material respect as of the date of the making thereof.

 

  18.5.5 [***] the Connectivity Take Rate measured on a [***] rolling average is less than [***]; provided, American may not exercise such termination right unless American has substantially complied with the obligations set forth in Exhibit I.

 

  18.6 Termination upon Gogo Change in Control. American shall have the right, exercisable in its sole discretion, to immediately terminate this Agreement upon a Change of Control of Gogo. For purposes of this Section 18.6, a “Change of Control of Gogo” shall include: (a) the dissolution or liquidation of Gogo; (b) any reorganization, merger or consolidation of Gogo or its parent company, or any other transaction or series of transactions with one or more Persons as a result of which ownership of [***] or more of the equity securities of Gogo or its parent company outstanding immediately prior to such transaction(s) is transferred to (i) a commercial airline other than American or (ii) an entity that generates [***] from the business of providing airline travel booking services; or (c) the sale or agreement to sell substantially all of the assets of Gogo to one or more Persons in any transaction or series of transactions as a result of which ownership of such assets is transferred to (i) a commercial airline other than American or (ii) an entity that generates [***] from the business of providing airline travel booking services. “Change of Control of Gogo” does not include an initial public offering of the securities of Gogo or its parent company.

 

  18.7 Termination upon Material Technology Improvement. [***].

 

  18.8 Termination Following Excusable Delay. If an Excusable Delay lasts in excess of [***], the non-delayed Party shall have the right to terminate this Agreement, as set forth in Section 24.

 

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  18.9 Effects of Termination. Upon the termination of this Agreement with respect to one or more Retrofit A/C, American will cease offering the Connectivity Services, [***] and Wireless Entertainment on such Retrofit A/C. In addition, with respect to Leased Equipment, unless and to the extent American is entitled to and elects to purchase Equipment installed on any such A/C as permitted by Section 5.1.1, American will Deinstall (or elect that Gogo Deinstall, in which case Gogo will Deinstall) the Equipment from all Retrofit A/C of such Fleet Type as required by Section 6. Upon any termination, the Parties will use commercially reasonable efforts and work together in good faith to develop a reasonable plan for the wind down of the Program, the provision of the Connectivity Services, [***] and Wireless Entertainment on Retrofit A/C and the removal of the Equipment, in each case, to the extent of such termination; provided that, in no event will Gogo cease providing Gogo Services prior to the successful development of and mutual agreement regarding such wind-down plan.

 

19. INTELLECTUAL PROPERTY RIGHTS

 

  19.1 Ownership. American acknowledges and agrees that, as between the Parties, Gogo is the owner of all right and title in and to the Gogo Technology and that all intellectual property rights, including copyrights, trade secrets and patent rights, embodied in the Specifications and the Equipment and Software shall be exclusively vested in Gogo. Gogo acknowledges and agrees that, as between the Parties, American is the owner of all right and title in and to the American Technology.

 

  19.2 Trademark License. Each Party grants the other Party hereunder a limited, non-exclusive, non-transferable, royalty-free right and license for the Term to use that Party’s Marks, solely for use by such other Party for the purpose of such other Party’s authorized joint marketing efforts with respect to the Program. Each Party will comply with the other Party’s trademark usage guidelines in using any Mark of the other Party. Except as expressly authorized by this Agreement, neither Party will make any use of the other Party’s Marks in a manner that dilutes, tarnishes or blurs the value of the other Party’s Marks.

 

20. CONFIDENTIALITY

 

  20.1 Prior Confidentiality Agreements. The terms and conditions of the American NDA have governed all use and disclosure of confidential information shared by and between American and Gogo prior to the Effective Date, and the terms and conditions of the US NDA and the US Agreement have governed all use and disclosure of confidential information shared by and between US (or American, as successor-in-interest to US) and Gogo prior to the Effective Date. The disclosure periods under the American NDA and the US NDA will, unless earlier terminated, terminate on the Effective Date, and all confidential information shared by and between Gogo and American during the term of the American NDA and by and between US (or American, as successor-in-interest to US) and Gogo during the terms of the US NDA and the US Agreement that remain subject to the American NDA, the US NDA or the confidentiality provisions of the US Agreement as of the Effective Date, as well as all Confidential Information, as defined in Section 20.2, shared by and between the Parties on or after the Effective Date, shall be subject to the terms herein.

 

  20.2

Confidential Information. “Confidential Information” means any information, in any form, including, without limitation, the terms of this Agreement, written documents, oral communications, recordings, videos, software, databases, business plans, and electronic/magnetic media, provided to or observed by Gogo

 

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  or American (in such capacity, “Recipient”) in connection with this Agreement or any Program hereunder, including information owned or provided by or on behalf of Gogo, American or their respective Affiliates (in such capacity, “Discloser”), excepting (a) information that is or becomes generally available to the public through no wrongful act of or breach of this Section 20 by the Recipient, (b) information that was in Recipient’s possession free of any obligation of confidence at the time it was communicated to Recipient by Discloser, (c) information disclosed to Recipient by a third party that did not acquire the information under an obligation of confidentiality known to Recipient, (d) information that is independently developed by the Recipient without use of the Discloser’s Confidential Information and (e) information that can be shown by credible evidence to have been rightfully communicated to Recipient free of any obligation of confidence subsequent to the time it was communicated to Recipient by Discloser. Recipient agrees that it will maintain all Confidential Information in confidence and use it solely for purposes of performance under this Agreement. Such Confidential Information will be distributed within Recipient’s organization only to personnel with a need to know such information for purposes relating to this Agreement. In no event will Recipient disclose any Confidential Information to any third parties except in compliance with a court order or statutory or regulatory requirement or to subcontractors and independent consultants with a need to know such information where the subcontractor or independent consultant has agreed to be bound by confidentiality provisions at least as protective as those in this Agreement; provided, however, that such subcontractors and independent consultants will not include direct competitors of Discloser without Discloser’s written consent, which consent will not be unreasonably withheld. In the event that Recipient is required to disclose Confidential Information pursuant to the lawful demand therefor by a governmental agency or court, or disclosure is required by operation of law, Recipient will be permitted to so disclose to the extent required provided that Recipient gives prior written notice thereof to Discloser and has made a reasonable attempt to obtain a protective order or similar finding limiting disclosure and use of the information so disclosed and/or allowed Discloser to do so in its own name.

 

  20.3 Waiver of Confidentiality. Gogo acknowledges and agrees that any information shared or given to American pursuant to this Agreement on a confidential basis may be shared by American on a confidential basis with American’s Affiliates and on a need-to-know basis with Operators and any other third parties with which American has or may have in the future an alliance and which own or operate aircraft on which Gogo Services are provided as of the Effective Date or may be provided in the future pursuant to this Agreement. American acknowledges and agrees that any information shared or given to Gogo pursuant to this Agreement on a confidential basis may be shared by Gogo on a confidential basis with Gogo’s Affiliates. Notwithstanding anything to the contrary herein, nor implying any duty of confidentiality otherwise, Discloser acknowledges and agrees that Recipient may share the terms of this Agreement with its directors, officers, employees, stockholders, auditors, accountants, attorneys and consultants, and as reasonably necessary in connection with the due diligence commonly associated with major transactions so long as such recipients are bound by confidentiality provisions at least as protective as those in this Agreement. Recipient shall be responsible for any breach of this Section 20 caused by any of its Affiliates or any party with which Recipient shares information pursuant to this Agreement.

 

  20.4

Return of Materials. Upon request by Discloser to Recipient, Recipient will (a) at its own expense, promptly return to Discloser or destroy all documents provided by or on behalf of Discloser that contain Confidential Information and all copies of

 

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  such documents in possession or under the control either directly or indirectly of Recipient or its agents, unless and to the extent that Recipient reasonably requires continued possession of such documents in order to fulfill its obligations hereunder and except as required by law, and provided that Recipient may maintain data or electronic records containing Confidential Information for the purpose of backup, recovery, contingency planning or business continuity planning so long as such data or records are not accessible in the ordinary course of business and are not accessed except as required for backup, recovery, contingency planning or business continuity planning purposes, and (b) cease all further use of Discloser’s Confidential Information, whether in tangible or intangible form. Recipient acknowledges and agrees that Discloser will have the right to exercise this right as many times as it deems necessary throughout the Term and for a period of two (2) years after the termination of this Agreement, regardless of the cause of that termination. For the avoidance of doubt, Recipient may retain one (1) copy of Confidential Information for internal purposes, provided that such Confidential Information is held in accordance with the terms of this Section 20.

 

21. INDEMNITY

 

  21.1

By Gogo. Gogo hereby indemnifies and agrees to defend and hold harmless American, its parent company, subsidiaries and affiliates and their respective officers, directors, agents, representatives, contractors and employees (collectively herein the “American Indemnified Parties”), and each of them, from and against any and all third-party claims, allegations, demands, actions, liabilities, damages, losses, expenses, suits, proceedings, assessments, fines, penalties and/or judgments (including without limitation all attorney’s fees, costs and expenses in connection therewith) arising out of or resulting from (a) the negligence, gross negligence, recklessness, bad faith, illegal act, misrepresentation or malicious or willful misconduct of Gogo or any of its officers, directors, agents, representatives, employees or contractors in connection with Gogo’s performance of or failure to perform this Agreement, (b) any, death of or injury to any Gogo employee, (c) any claim that the use by American of any Gogo Technology, the System, the Equipment or Software, system interfaces and Gogo Services pursuant to this Agreement infringes or misappropriates any patent, copyright, trade secret, trademark or other proprietary or intellectual property right, (d) any Security Incident arising from Gogo Services or Gogo Technology, however, if Gogo can reasonably demonstrate that American was a contributing cause of a Security Incident, then Gogo’s liability shall be reduced proportionate to the degree of fault attributable to American, (e) Gogo’s material breach of Section 9.5, 19.1, 19.2 or 20 of this Agreement, or Section 1.3 of Exhibit I to this Agreement, or (f) any breach of Gogo’s obligations under Exhibit V to this Agreement. Notwithstanding anything herein to the contrary, Gogo’s indemnity obligations (other than the indemnification obligation for Security Incidents in subpart (d)) shall not apply to any third party claim to the extent that the same would not have arisen but for (i) any designs, specifications or modifications, subsequent to the design and specifications provided by Gogo at the time the Equipment is installed, originating with, or performed by, American or its contractors (other than Gogo), unless such modifications are necessary to make the Equipment or Software compatible with the A/C or its systems and are approved in advance by Gogo (which approval will not be unreasonably withheld), (ii) the combination by American or an American Supplier, subsequent to the time the Equipment or Software is installed, of the Equipment or Software with other equipment or software not supplied by Gogo, except equipment or software necessary to operate the A/C or its systems and approved in advance by Gogo (which approval will not be unreasonably withheld), (iii) misuse of the Equipment, Software or Gogo Services by American or an

 

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  American Supplier, (iv) any content provided by American on the Portal or for Wireless Entertainment or [***], or the exhibition thereof, on any Retrofit A/C infringing or misappropriating any patent, copyright, trade secret, trademark or other proprietary or intellectual property right; provided, however, that the exclusion from indemnification described in this clause (iv) shall not extend to any claim, suit or demand arising out of or caused by Gogo’s actions (e.g., processing, encryption, etc.) related to content after the time that American provides such content to Gogo unless and except to the extent that such actions are taken pursuant to and in accordance with directions or instructions specified by American, (v) the negligence, gross negligence, recklessness, bad faith, illegal act, misrepresentation or malicious or willful misconduct of American or any of its officers, directors, agents, representatives, employees or contractors; provided, however, that except as set forth in clause (iv) such exclusion shall not extend to any liability to a third party alleging intellectual property infringement that results from American installing the Equipment and/or operating the System on any Retrofit A/C in accordance with the terms of this Agreement, (vi) the failure of American or an American Supplier to follow the Installation Guidelines, the AMM, the CMM or any other Documentation pursuant to which maintenance is performed, as applicable, (vii) Gogo’s implementation and operation, at American’s request, of a system that filters and/or blocks objectionable content (other than VoIP); provided, however, that the exclusion from indemnification described in this clause (vii) shall not extend to any claim, suit or demand arising out of Gogo’s failure to implement and operate the system in accordance with agreed-upon specifications, (viii) [***]; provided, however, that the exclusion from indemnification described in this clause (viii) shall not extend to any claim, suit or demand arising out of or caused by Gogo’s actions or omissions, (ix) Video Content not complying with all laws, rules and regulations requiring closed captioning or MPAA ratings disclosure, or otherwise applicable to the Video Content; provided, however, that Gogo shall be responsible to the extent of Gogo’s performance or failure to perform its obligations under this Agreement related to the Video Content, or (x) American’s material breach of Section 10.3, 19.1, 19.2 or 20 of this Agreement or Section 1.3 of Exhibit I to this Agreement ((i) – (x), collectively, the “Excluded Claims”).

 

  21.2 By American. American shall indemnify and hold Gogo harmless and defend Gogo, its parent company, subsidiaries and affiliates and their respective officers, directors, agents, representatives, contractors and employees (collectively herein the “Gogo Indemnified Parties”), and each of them, from and against any and all claims, demands, actions, liabilities, damages, losses, expenses, suits, proceedings, assessments, fines, penalties and/or judgments (including without limitation all attorney’s fees, costs and expenses in connection therewith), whether for the death of or bodily injury to any person (including without limitation Gogo’s employees), for the loss of, damage to or destruction of any property and/or for any other injury, loss or damage of any kind or nature whatsoever, that may be charged to, recoverable from, suffered or incurred by or assessed or asserted against any of the Gogo Indemnified Parties by any third party, to the extent resulting from or caused by (i) the Excluded Claims, (ii) any Security Incident arising from American services or American Systems; however, if American can reasonably demonstrate that Gogo was a contributing cause of a Security Incident, then American’s liability shall be reduced proportionate to the degree of fault attributable to Gogo, or (iii) due to any breach of American’s obligations under Exhibit V to this Agreement.

 

  21.3

Procedures. In the event a claim is made or suit is brought that is covered by either of the foregoing indemnities, the Indemnified Party shall give the Party with

 

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  the indemnity obligation (the “Indemnitor”) notice thereof promptly after becoming aware thereof. The Indemnitor shall assume all responsibility for such claim or suit, and the Indemnified Party shall provide reasonable assistance and cooperation during the defense of such claim or suit or compromise or settlement thereof. Notwithstanding the foregoing, the Indemnified Party’s consent, which shall not be unreasonably withheld, shall be obtained in the event any compromise or settlement under this Section 21.3: (a) includes a finding or admission of any violation of any law by the Indemnified Party or any violation of the rights of any person by the Indemnified Party; (b) has an effect on any claim held by or against the Indemnified Party; or (c) requires the payment of any money or the taking of any action by the Indemnified Party. The Indemnified Party shall have the right, but not the duty, at its own expense, to participate in the defense and/or compromise or settlement of such claim or suit with counsel of its own choosing without relieving the Indemnitor of any obligations hereunder.

 

  21.4 Remedies. If any infringement or misappropriation action falls within the indemnifications provided by Gogo to American in Section 21.1 and (a) Gogo is enjoined, either temporarily or permanently, from providing, manufacturing or delivering to American the Gogo Technology, including the Equipment, Software or Connectivity Services, Wireless Entertainment, and [***] or (b) American is enjoined, either temporarily or permanently, from using the Gogo Technology, including Equipment, Software or Connectivity Services, Wireless Entertainment, and [***] or (c) American or Gogo is adjudged, in any final order of a court of competent jurisdiction from which no appeal is available, to have infringed upon or misappropriated any patent, copyright, trade secret, trademark or other proprietary or intellectual property right in the use of the Gogo Technology, including the Equipment, Software or Connectivity Services, Wireless Entertainment, and [***] or if Gogo settles or compromises any such action, then Gogo shall, at its expense, either (x) if not obtained as part of a settlement or compromise, obtain for American the right to continue using the Gogo Technology, including Equipment, Software and Connectivity Services, Wireless Entertainment, and [***] or (y) replace or modify the Gogo Technology, including the Equipment, Software or Connectivity Services, Wireless Entertainment and [***] to the extent necessary so that it does not infringe upon or misappropriate such proprietary or intellectual property right and is free to be delivered to and used by American (which may be a requirement of a settlement or compromise); provided that following such replacement or modification the Gogo Technology is functionally equivalent to the Gogo Technology prior thereto, in either case within [***] after the entry of such injunction or order or such settlement (subject to reasonable extension as may be reasonably required to obtain any required governmental approvals in respect of any such replacement or modification, which approvals Gogo shall pursue diligently and in good faith), failing which American may terminate this Agreement pursuant to Section 18.5.1, in which event Gogo shall be liable for all associated costs and expenses under this Agreement, including Deinstallation costs as contemplated by Section 6. SUBJECT TO SECTION 17.2.3, THIS SECTION 21 SETS FORTH THE ENTIRE OBLIGATION AND LIABILITY OF GOGO TO AMERICAN FOR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS RELATED TO THE EQUIPMENT, SOFTWARE AND GOGO SERVICES PROVIDED UNDER THIS AGREEMENT.

 

22. INSURANCE

 

  22.1 American Requirements. American agrees to keep in full force and effect and maintain at its sole cost and expense the following policies of insurance with the specified minimum limits of liability during the Term of this Agreement:

 

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  22.1.1 Comprehensive Aviation Liability Insurance, including personal injury, products and completed operations, war risk and allied perils and contractual liability in an amount not less than [***] combined single limit per occurrence (and in the aggregate with respects to products), which insurance may be provided by a combination of primary and umbrella coverages, covering all liability arising out of any bodily injury (including death of any person) and any damage to (including destruction of) property.

 

  22.1.2 Aircraft Hull Insurance covering loss or damage to Equipment once permanently installed on the A/C in an amount not less than the full replacement or repair cost of such Equipment. Such insurance shall include Gogo as loss payee solely as respects the value of the Equipment.

 

  22.2 Gogo Requirements. Throughout the Term of this Agreement, and as otherwise specified below, Gogo shall maintain in full force, at its expense, the following insurance coverage (and the cyber insurance coverage contemplated by Section 23.1) with carriers reasonably acceptable to American:

 

  22.2.1 Aviation Products Liability/Completed Operations Liability Insurance, including contractual coverage, in an amount not less [***] which insurance shall not be required to be procured until immediately prior to the first delivery of Equipment hereunder but shall be maintained for a period of [***] following the expiration or termination of this Agreement;

 

  22.2.2 Property Insurance covering all risks and covering all property in Gogo’s custody or control in an amount at least equal to the value of such property.

 

  22.2.3 Worker’s Compensation Insurance in the statutory amount(s) required by the State(s) where the Equipment and/or Software are manufactured and/or installed and/or Gogo Services are performed and Employer’s Liability Insurance in an amount not less than [***]. In lieu of Workers’ Compensation Insurance, Gogo may satisfy the requirements of this Section 22.2.3 by being a qualified self-insurer in such State(s).

 

  22.3 Policy Requirements. Each Party shall have its insurer(s) provide annual certificates of insurance evidencing the coverages required herein commencing upon execution of this Agreement, and such insurance certificates shall also reflect that policy(ies) include the following special provisions:

 

  22.3.1 The insurer(s) has(ve) accepted and insured the provisions of Section 21 of this Agreement.

 

  22.3.2 The insurer(s) has(ve) waived any rights of subrogation it/they may or could have against any of the Indemnified Parties.

 

  22.3.3 Each such insurance coverage is and shall be primary without right of contribution from any insurance coverage carried by the Indemnified Parties.

 

  22.3.4 The insurer(s) will give at least thirty (30) days’ prior written notice to other Party before any adverse change in the coverage of the policy(ies).

 

  22.3.5 No such insurance coverage shall be invalidated with respect to any of the Indemnified Parties by any action or inaction of the insured Party.

 

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  22.3.6 In the event that Gogo performs touch labor for any installations that are conducted at a location that is not a location at which American conducts acceptance checks, and if American so requests, Gogo will use commercially reasonable efforts to obtain hanger keeper’s insurance on such terms and with such limits as American reasonably requests.

 

23. LIMITATION OF LIABILITY

 

  23.1 Limitation. WITHOUT LIMITING OR OTHERWISE IMPAIRING ANY SPECIFIC RIGHT OR REMEDY EXPRESSLY GRANTED OR RESERVED TO EITHER PARTY HEREIN, INCLUDING WITHOUT LIMITATION GOGO’S OBLIGATIONS UNDER SECTIONS 3.3.5, 6, 7.7 AND 21.1 OF THIS AGREEMENT AND ITS OBLIGATION TO PAY LIQUIDATED DAMAGES UNDER SECTION 9.1.4 AND EXHIBIT F AND AMERICAN’S OBLIGATIONS UNDER SECTIONS 6, 18.3 AND 21.2 OF THIS AGREEMENT AND EXHIBIT R, IN NO EVENT SHALL GOGO OR AMERICAN BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR BUSINESS INTERRUPTION ARISING OUT OF THE USE OF OR INABILITY TO USE ANY EQUIPMENT OR SOFTWARE DESCRIBED HEREIN EITHER SEPARATELY OR IN COMBINATION WITH ANY OTHER EQUIPMENT, SOFTWARE OR OTHER MATERIALS) SUFFERED OR INCURRED BY THE OTHER IN CONNECTION WITH THIS AGREEMENT, EVEN IF GOGO OR AMERICAN HAS BEEN ADVISED OF THE POSSIBILITY OR CERTAINTY OF SUCH DAMAGES. FOR THE AVOIDANCE OF DOUBT, AND WITHOUT LIMITING THE FOREGOING, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR THE OTHER PARTY’S LOSS OF REPUTATION AS A RESULT OF A SECURITY INCIDENT.

FOR PURPOSES OF THIS AGREEMENT, IF AND TO THE EXTENT THAT GOGO AGREES (OR AMERICAN OBTAINS A FINAL, NON-APPEALABLE JUDGMENT FROM A COURT OR ARBITRATOR OF PROPER JURISDICTION) THAT PHYSICAL DAMAGE TO AN AIRCRAFT RESULTED OR AROSE FROM (a) GOGO’S NEGLIGENCE, (b) WITH RESPECT TO ANY RETROFIT A/C ON WHICH GOGO’S SUBCONTRACTOR INSTALLS OR MAINTAINS THE EQUIPMENT, THE NEGLIGENCE OF SUCH CONTRACTOR OR (c) A DEFECT IN THE SYSTEM CAUSED BY GOGO OR ITS SUPPLIERS OTHER THAN AMERICAN, SUCH DAMAGE SHALL BE CONSIDERED ACTUAL (AS OPPOSED TO SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL) DAMAGE, AND GOGO SHALL BE RESPONSIBLE FOR SUCH DAMAGE TO SUCH EXTENT (SUBJECT TO THE LIMITATION SET FORTH IN THE NEXT PARAGRAPH OF THIS SECTION 23.1).

IN NO EVENT SHALL GOGO’S PER OCCURRENCE LIABILITY FOR PHYSICAL DAMAGE TO AN AIRCRAFT AS DESCRIBED ABOVE EXCEED THE LESSER OF (x) [***] AND (y) THE SUM OF (i) (A) FOR ANY AIRCRAFT THAT IS NOT IN THE EXISTING RETROFIT FLEET, [***] AND (B) FOR ANY AIRCRAFT IN THE EXISTING RETROFIT FLEET, [***] FOR THE AIRCRAFT IN QUESTION, (ii) [***] AND (iii) THE AMOUNT OF [***].

SUBJECT TO THE NEXT SENTENCE, NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER FOR ACTUAL DAMAGES, OTHER THAN PHYSICAL DAMAGE TO AN AIRCRAFT, SUFFERED BY THE OTHER ARISING OUT OF

 

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OR RELATED TO ANY BREACHES OR DEFAULTS OF THIS AGREEMENT SHALL EXCEED THE GREATER OF (I) [***] AND (II) THE AMOUNT OF AVAILABLE INSURANCE PROCEEDS WITH RESPECT TO SUCH BREACHES OR DEFAULTS. NOTWITHSTANDING THE FOREGOING, NEITHER PARTY’S AGGREGATE PER OCCURRENCE LIABILITY TO THE OTHER FOR DAMAGES (ACTUAL AND/OR CONSEQUENTIAL), OTHER THAN PHYSICAL DAMAGE TO AN AIRCRAFT, SUFFERED BY THE OTHER ARISING OUT OF OR RELATED TO ANY SECURITY INCIDENT OR BREACH OF EXHIBIT V SHALL EXCEED THE SUM OF (X) [***], PLUS (Y) AN AMOUNT EQUAL TO [***].

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 23.1 WILL APPLY REGARDLESS OF WHETHER LIABILITY ARISES FROM BREACH OF CONTRACT, WARRANTY, TORT (EXCEPT TO THE EXTENT SUCH LIABILITY ARISES FROM BAD FAITH OR WILLFUL MISCONDUCT), BY OPERATION OF LAW OR OTHERWISE.

 

  23.2 Exclusions. The limitations of liability in Section 23.1 shall not apply with respect to: (a) any claims arising out of breaches of Section 9.5, 10.3, 19.1, 19.2 or 20 or of Section 1.3 of Exhibit I; or (b) any indemnification claims arising under Section 21. In addition, except as set forth in the last sentence of the first paragraph of Section 23.1 and subject to the cap set forth in the last sentence of the penultimate paragraph of Section 23.1, the limitation of liability in the first paragraph of Section 23.1 shall not apply with respect to any claims arising out of breaches of Exhibit V. Moreover, the limitation of liability in the first sentence of the next to the last paragraph of Section 23.1 shall not apply with respect to claims arising out of breaches of Section 6. The Parties are informed and sophisticated entities and have negotiated this Section 23 in consultation with their respective legal counsel, including litigation counsel. The Parties believe and expect that this Section 23 is enforceable in all respects. Nothing in this Agreement or its Exhibits, including the monetary limitations on liability set forth therein, shall (c) prejudice either Party’s right or ability to seek injunctive or other equitable relief in connection with breach or violation by the other Party of any of the terms, conditions or obligations set forth in this Agreement or in any Exhibit, or (d) be construed to impact the determination of whether injunctive or other equitable relief is an appropriate remedy in connection with any such breach or violation.

 

24. EXCUSABLE DELAYS

 

  24.1

Definition. Either Party shall be excused from performance of its obligations hereunder, and shall not be liable to the other Party for any direct, indirect, special, incidental, consequential or punitive damages suffered or incurred by the other Party arising out of a total or partial failure to perform hereunder or delay in such performance, to the extent resulting directly from any event or occurrence beyond the reasonable control of the delayed Party (collectively, “Excusable Delay”), including, without limitation, (a) acts of God, (b) wars or acts of a public enemy, (c) acts, failures to act or delays of the Governments of any state or political subdivision or any department or regulatory agency thereof or entity created thereby, including, without limitation, national aviation authorities, (d) quotas or embargoes, (e) acts of sabotage, (f) fires, floods or other natural catastrophes, (g) shortages or inability to obtain materials or components, or (h) strikes, lockouts or other labor stoppages, slowdowns or disputes; provided, however, that such delay is not occasioned by the fault or negligence of the delayed Party. Any Excusable Delay shall last only as long as the event remains beyond the control of the delayed Party and only to the extent that it is the direct cause of the delay. By way

 

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  of clarification, and without limiting the foregoing, any act, failure to act or delay described in clause (c) of this Section 24.1 shall not be an Excusable Delay if and to the extent such act, failure to act or delay results from Gogo’s failure to comply with Sections 18.4.1.1 or 18.4.1.2, or any other schedule agreed upon by the Parties. For the avoidance of doubt, a delay by any of Gogo’s subcontractors shall not be an Excusable Delay unless the subcontractor itself has experienced an Excusable Delay.

 

  24.2 Recourse. The delayed Party shall notify the other Party within a reasonable time after it discovers an Excusable Delay has occurred, in writing, specifying the cause of the delay and, to the extent known, estimating the duration of the delay. No delay shall be excused unless such written notice shall have been given as required by this Section 24.2. If the Excusable Delay lasts in excess of [***], the non-delayed Party shall have the right to terminate this Agreement.

 

25. GENERAL

 

  25.1 Independent Contractors. Gogo is an independent contractor of American, and personnel used or supplied by Gogo in performance of this Agreement shall be and remain employees or agents of Gogo and under no circumstances shall be considered employees or agents of American. Gogo shall have the sole responsibility for supervision and control of its personnel.

 

  25.2 Use of Subcontractors. Gogo will obtain American’s prior approval, which shall not be unreasonably withheld, of any subcontractor who will touch any Aircraft. American’s rejection of a subcontractor may result in delivery delays or additional costs, as negotiated by the Parties in good faith. Nothing in this Agreement shall create any contractual relationship between American and any such subcontractor, and no subcontract shall relieve Gogo of its obligations hereunder should the subcontractor fail to perform in accordance with the provisions of this Agreement. American shall have no obligation to pay or to see to the payment of any money to any subcontractor. Gogo shall be solely responsible for the acts and omissions of Gogo’s subcontractors, with which Gogo shall have entered into agreements that contain confidentiality provisions at least as protective as those set forth herein. Any breach by a Gogo subcontractor of any terms or conditions of this Agreement shall be deemed a breach by Gogo.

 

  25.3 Notice. Any notice, demand or document that either Party is required or otherwise desires to give or deliver to or make upon the other Party hereunder shall be in writing and shall be (a) personally delivered, (b) deposited in the United States Mail, registered or certified, return receipt requested, with postage prepaid, (c) sent by overnight courier, or (d) sent by facsimile with confirmation of receipt, addressed as follows:

If to American:                             ATTN: Managing Director, Aircraft Programs, Tech Ops

American Airlines, Inc.

4333 Amon Carter Blvd. MD 5224

Fort Worth, TX 76155

If to Gogo:                                     ATTN: General Counsel

Gogo LLC

111 N. Canal St., Suite 1500

Chicago, IL 60606

 

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Unified In-Flight Connectivity Hardware,

Services and Maintenance Agreement

 

Or to such other address as either Party shall designate for itself by notice given to the other Party as aforesaid. Any such notice, demand or document shall be deemed to be effective upon receipt of the same by the Party to whom the same is addressed.

 

  25.4 Assignment. This Agreement shall inure to the benefit of and be binding upon each of the Parties and their respective successors and assigns, but neither the rights nor the duties of either Party under this Agreement may be voluntarily or involuntarily assigned or delegated, in whole or part, without the prior written consent of the other Party, such consent not to be unreasonably withheld.

 

  25.5 Governing Law; Dispute Resolution. This Agreement shall be governed by and construed according to the internal laws of the State of New York without regard to conflicts of laws principles. Each Party agrees to negotiate in good faith to resolve any dispute, claim or controversy arising out of or related to this Agreement prior to filing any suit, action or proceeding. In the event the Parties are unable to resolve the dispute within [***] following the commencement of negotiations, each Party shall escalate the dispute through the appropriate levels of management, up to and including the level of Chief Executive Officer at Gogo and Vice President-Procurement and Supply Chain or higher at American, until the resolution of the issue is achieved or the respective executives cannot agree to a resolution of the dispute. Unless otherwise agreed to by both Parties, in no event shall the escalation process exceed [***]. Any suit, action or proceeding filed by either Party under this Agreement shall be brought in the state courts of Tarrant County, Texas, and each Party irrevocably submits to the exclusive personal jurisdiction and venue of such courts for the purpose of any such suit, action or proceeding and hereby irrevocably waives any claim that any such suit, action or proceeding in such courts has been brought in an inconvenient forum.

 

  25.6 Press Release/Publicity. Neither Party hereto shall use the name or any trade name of or otherwise refer to the other Party or any of its Affiliates, directly or indirectly, in any advertisement, news release or professional or trade publication without receiving prior written approval from such other Party.

 

  25.7 Remedies. Except as expressly set forth herein, no remedy conferred upon or reserved to a Party herein is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Agreement or now or hereafter existing at law, in equity or otherwise. Except as expressly set forth herein, no delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle a Party to exercise any remedy reserved to it in this Agreement, it shall not be necessary to give any notice other than such notice as may be herein expressly required.

 

  25.8 Savings Clause. If any provision of this Agreement is declared unlawful or unenforceable as a result of final administrative, legislative or judicial action, this Agreement shall be deemed to be amended to conform with the requirements of such action and all other provisions hereof shall remain in full force and effect.

 

  25.9 Waiver. No failure or delay by either Party in requiring strict performance of any provision of this Agreement, no previous waiver or forbearance of any provision of this Agreement by either Party and no course of dealing between the Parties shall in any way be construed as a waiver or continuing waiver of any provision of this Agreement.

 

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Services and Maintenance Agreement

 

  25.10 Final Agreement. With the sole exception of Section 3 of Amendment One to the Pre-Apollo Agreement, which shall survive execution and delivery hereof, this Agreement replaces and supersedes the Prior Agreements in their entirety, constitutes and represents the final agreement between the Parties as to the subject matter hereof and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the Parties. There are no oral agreements between the Parties. This Agreement may be amended in whole or in part only in a writing signed by both Parties. Notwithstanding the foregoing, the Parties agree that, to the extent one or more of the Prior Agreements includes a subject or concept that is neither implicitly nor explicitly addressed herein and also had not been determined to be unnecessary to include herein within the context of negotiations, the Parties will use commercially reasonable efforts to handle, to the extent necessary, such subject or concept consistent with the Prior Agreements.

 

  25.11 Interpretation. The section headings herein are for convenience of reference only and are not intended to define or aid interpretation of the text hereof. The words “include,” “includes” or “including” (or similar terms) are deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. The definitions contained in this Agreement are applicable to the other grammatical forms of such terms.

 

  25.12 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which together shall constitute one and the same instrument, and if so executed in counterparts will be enforceable and effective upon the exchange of executed counterparts or the exchange of facsimile transmissions of executed counterparts.

 

  25.13 Survival. Notwithstanding anything herein to the contrary, any sections or portions of any sections of this Agreement (including the Exhibits hereto) that by their express terms survive, or by their nature should survive, expiration or termination of this Agreement shall survive such expiration or termination.

 

  25.14 [***].

 

  25.15 Additional Releases. The Parties agree that the inclusion of the [***] Section 1.1 of Exhibit D shall be in full satisfaction of any and all claims or remedies, existing as of the Effective Date, that:

 

  25.15.1 American may have against Gogo under Section 5.1.2 of the Apollo Agreement, and upon execution of this Agreement, American shall be deemed to have irrevocably released Gogo from any and all such claims and remedies under Section 5.1.2 of the Apollo Agreement, whether known or unknown, at law or in equity; and

 

  25.15.2 Gogo may have against American under Section 20.17 of the Apollo Agreement, and upon execution of this Agreement, Gogo shall be deemed to have irrevocably released American from any and all such claims and remedies under Section 20.17 of the Apollo Agreement, whether known or unknown, at law or in equity.

 

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Services and Maintenance Agreement

 

Neither this Section 25.15 or anything else contained in this Agreement, nor any action taken by either Party in performance of its obligations hereunder, shall be construed either as evidence of the validity of any claims or remedies by either Party against the other in connection with Section 5.1.2 or 20.17 of the Apollo Agreement or as an admission of the same by either Party.

[Signature page follows]

 

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50


IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the Effective Date.

 

GOGO LLC    AMERICAN AIRLINES, INC.
By:  

/s/ Michael J. Small

   By:  

/s/ Robert Isom

Name:   Michael J. Small    Name:   Robert Isom
Title:   President and CEO    Title:   President

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

[Signature Page to the Unified In-Flight Connectivity Hardware, Services and Maintenance Agreement]


Execution Version

Exhibit A:

Fleet Types

[***].


Exhibit B:

Equipment and Lead Times

 

1. ATG4 Solution: ATG4 Mainline Fleet

[***].

[***].

[***].

[***].

[***].

 

American Airlines, Inc. and Gogo LLC

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B-1


[***].

[***].

[***].

[***].

 

2. ATG Solution: Retiring Mainline Fleet

[***].

[***].

[***].

[***].

[***].

 

3. ATG Solution: Regional Jet Fleet and Retiring E190 Fleet

All regional jets:

[***].

 

4. 2Ku Solution: 2Ku Fleet

[***].

 

American Airlines, Inc. and Gogo LLC

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B-2


Exhibit C:

Specifications

This Exhibit C describes the Specifications related to the Equipment and Software included in the ATG Solution, ATG4 Solution and the 2Ku Solution to be provided by Gogo.

 

American Airlines, Inc. and Gogo LLC

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C-1


Exhibit C-1:

2Ku Solution Equipment Specifications

The 2Ku Solution is comprised of the in-cabin network, which includes the ACPU-2 Server and acWAP access points, and the SATCOM system, which includes the radome, adapter plate, fairing, Tx antenna, Rx antenna, KANDU, KRFU and ModMan.

 

1. ACPU-2 Server

Table C-1. ACPU-2 Specifications

[***].

 

American Airlines, Inc. and Gogo LLC

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C-2


2. acWAP 802.11a/b/g/n/ac Access Points

Table C-2. acWAP Specifications

[***].

 

American Airlines, Inc. and Gogo LLC

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C-3


Table C-3. In-Cabin Network DO-160 Qualification Categories

[***].

Table C-4. acWAP DO-160G, Section 4.5.3, Cat. A4 Exceptions

 

3. Wi-Fi Antennas

Table C-5. Wi-Fi Antenna Specifications

[***].

 

American Airlines, Inc. and Gogo LLC

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C-4


4. PCS Antenna

Table C-6. PCS Antenna Specification

[***].

 

5. SAVCL

Table C-7. SAVCL Specification

[***].

 

American Airlines, Inc. and Gogo LLC

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C-5


6. 2Ku Solution: SATCOM System Characteristics

Table C-8. 2Ku Solution Characteristics

[***].

 

American Airlines, Inc. and Gogo LLC

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C-6


7. 2Ku Solution: SATCOM Size, Weight and Power

LRU size, weight and power are tabulated below.

Table C-9. 2Ku Size, Weight and Power (Twin-Aisle)

[***].

 

American Airlines, Inc. and Gogo LLC

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C-7


Table C-10. 2Ku Size, Weight and Power (Single-Aisle)

[***].

 

American Airlines, Inc. and Gogo LLC

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C-8


Exhibit C-2:

ATG4 Solution Equipment Specifications

Table C-11. ATG4 Solution LRU Specifications

[***].

 

American Airlines, Inc. and Gogo LLC

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C-9


Exhibit C-3:

ATG Solution Equipment Specifications

Table C-12. ATG Solution LRU Specifications

[***].

 

American Airlines, Inc. and Gogo LLC

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C-10


Exhibit D:

Commercial Pricing

 

1. Equipment, Certification and NRE

 

  1.1. Shipset Pricing – 2Ku Solution

[***].

 

  1.2. Shipset Pricing – ATG Solution/ATG4 Solution

[***].

 

  1.3. Shipset Pricing by LRU – Regional Jet Fleet and Retiring E190 Fleet

[***].

 

  1.4. Certification

[***].

 

  1.5. Installation

 

  1.5.1. Installation of 2Ku Solution if performed by Gogo during the term applicable to the 2Ku Fleet:

[***].

 

  1.5.2. Installation of ATG4 Solution

[***].

 

  1.5.3. Additional Installation Site Support

If American requests additional support beyond the number of installations as set forth in Section 6.4 of Exhibit F, the following prices shall apply. [***].

Inside United States:               $[***].

Outside United States:             $[***].

 

  1.6. Warranty, Maintenance and Spares

[***].

[***].

 

  1.7. Other NRE

 

  1.7.1. Additional engineering services available upon completion of an SOW.

 

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Unless otherwise stated, the base hourly rate for NRE shall be [***].

 

2. Passenger Services

 

  2.1. Passenger Connectivity Services

 

  2.1.1. Revenue Share Model

[***].

 

  2.1.2. Affiliate Fee

[***].

 

  2.1.3. [***]

 

  2.1.3.1. Connectivity Services – 2Ku Solution:

[***].

[***]. Reasonable changes required to the Portal to accommodate such a promotion will be performed by Gogo[***].

 

  2.1.3.2. Next Generation ATG Connectivity Services:

The table in Section 2.1.3.1 of this Exhibit D outlines “not to exceed” single segment session-based pricing from Gogo to American for Next Generation ATG Retrofit A/C. American shall retain [***] of User session revenue, net of any taxes collected on the sale of sessions pursuant to Section 15 of the Agreement.

 

  2.1.3.3. Connectivity Services – ATG Solution/ATG4 Solution:

[***], session-based pricing from Gogo to American shall be as shown in the table below. American shall retain [***] of User session revenue, net of any taxes collected on the sale of sessions pursuant to Section 15 of the Agreement. [***].

 

  2.1.4. Non-session-based passenger MB usage (assumes Passenger Grade):

 

  2.1.4.1. Retrofit A/C equipped with 2Ku Solution:                                         $[***]

 

  2.1.4.2. Retrofit A/C equipped with ATG Solution or ATG4 Solution:         $[***]

 

  2.2. Wireless Entertainment

The following sets forth the pricing for Wireless Entertainment as described in Exhibit L.

 

  2.2.1. Wireless Entertainment hardware consists of a SAVCL.

 

    SAVCL for the Regional Jet Fleet: $[***]

 

    SAVCL for Retiring E190 Fleet: $[***]

 

American Airlines, Inc. and Gogo LLC

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D-2


    Initial USB sticks: $[***]

 

    Fees for lost USB sticks are described in Section 2.2.5 of this Exhibit D.

 

  2.2.2. Activation Fees:

Upon activation of Wireless Entertainment on the Regional Jet Fleet and Retiring E190 Fleet: $[***]

 

  2.2.3. Monthly Service Fee (MSF)

[***]

Note: MSF includes Video Content processing and DRM, storage and management of the video library and masters, quality assurance, batching, replicating media onto USB sticks and shipping.

 

  2.2.4. Transaction Fees

[***].

There is a monthly minimum requirement of [***]. In the event a particular tail does not reach the [***] View minimum, Gogo will charge American at a rate of $[***] for each movie View short of the minimum, and such Views will be included in the Wireless Entertainment Take Rate in clause (i) of the paragraph below.

[***].

 

  2.2.5. Other/Miscellaneous

At any time after [***], American may opt to move to a [***] content cycle. The cost of moving to a [***] content cycle will be a [***] increase in the per tail MSF.

Lost USB sticks not returned to Gogo by AA:    

First 10%:               $[***]

Above 10%:            $[***]

Sticks are counted on a per-cycle basis. In a [***] cycle, Gogo will count the returned sticks from a content batch [***] after such batch of sticks were sent out. By way of example, if a [***] batch contains five hundred (500) USB sticks, and if only four hundred forty (440) of these sticks are returned as of [***], then Gogo will [***]. In the event that American migrates to a [***] content cycle, the returned sticks would be counted [***] after the batch was sent out.

 

  2.2.6. November and December 2016 Content Licensing Reimbursement

With respect to the period between November 1, 2016 and December 31, 2016, [***].

 

  2.3. [***]

 

  2.3.1. One-time setup fees per channel            $[***]

 

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  2.3.2. Channel transport            [***]

 

  2.3.3. [***]:

 

3. Miscellaneous Services

 

  3.1. Operational Applications and Data Rates

 

  3.1.1. Passenger Grade Operational Data:

 

    Retrofit A/C equipped with 2Ku Solution:                                         $[***]

 

    Retrofit A/C equipped with ATG Solution or ATG4 Solution:         $[***]

 

  3.1.2. Non-Passenger Grade data (Subject to SOW)

 

  3.1.3. Other (SSID creation, platform or application management) (Subject to SOW)

 

  3.2. Customer Care and Passenger Account Management

Multi-language customer care services shall be available 24x7x365 to passengers in need of assistance related to Connectivity Services, Wireless Entertainment and [***] offered by Gogo via email, phone and real-time chat.

Passenger account management includes: (i) setting up and maintaining User accounts, (ii) billing Users for services rendered, (iii) processing of credit cards and other forms of payment, (iv) subscription billing, (v) User invoicing, and (vi) security associated with User billing data. Passenger account management is required for real-time chat.

[***]

  3.3. Portal Management — Advertising, Ad-Serving, Sponsorships and Whitelisting

[***]

 

  3.4. Portal Customization

[***] Portal customization and associated pricing will be set forth in an SOW, inclusive of the description in Section 1.4 of Exhibit M.

 

  3.5.

[***].

 

  3.6. Subscriptions

[***].

 

  3.7. Roaming and Other Partner Relationships

 

  3.8. [***]Promotional Offerings

[***]

 

American Airlines, Inc. and Gogo LLC

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D-4


Exhibit E:

Gate-to-Gate Connectivity

Gate-to-Gate Services

 

1. General

 

  1.1. Connectivity Services, Wireless Entertainment and [***] shall be available “Gate-to-gate” for the 2Ku Fleet. Connectivity Services shall also be operational during maintenance activities when the Retrofit A/C is powered on, subject to the Gate-to-gate Exclusions in Exhibit J.

 

  1.2. The 2Ku SLA metrics will start and stop upon the Equipment receiving uniquely identifiable triggers. The 2Ku Solution is designed to utilize the anti-collision beacon discrete as the uniquely identifiable trigger, or alternatively the door discrete may be utilized. American may select an alternative option as provided in the diagram in this Exhibit E at a not-to-exceed cost of [***], which shall be delivered by the later [***] after American’s request in writing to proceed with such alternative option. The not-to-exceed price and aforementioned timeline are confined to the following areas of development: (i) customize Gate-to-gate software to utilize FMC data event to indicate start of flight, (ii) customize Gate-to-gate software to minimize customer impact (i.e., auto-resume of session) during foreseen “return to gate” scenarios, and (iii) customize Gate-to-gate software to utilize a door open discrete plus a configurable timer to indicate end of flight.

 

  1.3. The System shall be configured such that the ground period (i.e., gate and taxi) can be differentiated from the en route period, including for purposes such as reporting and collecting applicable taxes.

 

  1.4. Subject to the applicable Exclusions in Section 4 of Exhibit J-1, operational SSIDs will be broadcasting, and Connectivity Services to such operational SSIDs will be available at all times “without user intervention” as long as power is supplied to the Equipment, flight deck switches are in the “on position,” and the Equipment and Software are receiving IRU data.

 

  1.5. American and Gogo agree that the Gate-to-gate service scenario may need to be adjusted if the aircraft OEM imposes additional constraints on Equipment operations or if laws or regulations impact the provision of such Gate-to-gate services.

[***]

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

E-1


Exhibit F:

Entry into Service (EIS) for 2Ku Fleet - Engineering, Certification, Software Development,

Installation, Training and Program Management

 

1. Prototype Installation and Certification for the 2Ku Fleet

 

  1.1. [***].

 

  1.2. Gogo will provide to American, at ITCM, a detailed plan and schedule for installing and [***] for the System aboard each Prototype. American’s project manager and the Program Manager shall develop the full ITCM agenda.

 

  1.3. Critical Design Review (CDR)

In addition to other CDR requirements and outcomes, Gogo shall have released all installation Documentation by CDR. CDR is face-to-face. Relevant Gogo and American engineering representatives must be on-site.

 

  1.3.1. CDR Gate

The purpose of the CDR Gate is to review that the installation data that is due at the CDR will in fact be ready for the CDR. The CDR will not be held unless American’s engineering department determines at the CDR Gate that the data will be ready. CDR Gate is CDR [***]. All installation data is released.

American’s engineering department shall have [***] after receipt of the installation data (the “CDR Gate”) to review such installation data and determine if such installation data is acceptable. The CDR will not be held unless American’s engineering department finds such installation data acceptable, and American’s acceptance shall not be unreasonably withheld. American agrees that any installation data submitted by Gogo, which is a part of a previously approved STC for the same Fleet Type, shall be deemed acceptable unless American can substantiate a reasonable technical basis for change(s).

 

  1.3.2. Post-CDR Documentation Review

American’s engineering department has [***] after the CDR completion to complete the installation data package review and provide reasonable findings to Gogo. Gogo shall remedy mutually agreed findings within [***] after receipt of American’s findings. The Parties agree that reasonable findings shall be corrected unless Gogo can substantiate to American’s satisfaction a reason to not incorporate specific remedies, and American’s engineering department agrees with the substantiation. American’s engineering department shall provide acceptance in writing of installation data package to Gogo within [***] of submittal by Gogo of Gogo’s response.

 

  1.4. If Gogo performs the touch labor, Gogo anticipates the Prototype installation to span [***] for each Fleet Type to be equipped with the 2Ku Solution; provided that Gogo has adequate access to the applicable Aircraft throughout such period.

 

  1.5. If Gogo performs the touch labor and Gogo is responsible for a delay that extends the Prototype downtime beyond what was originally planned, [***].

 

  1.6. [***].

 

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  1.7. Gogo will obtain and provide to American [***] as expeditiously as possible. If Gogo contracts with a third-party supplier for the retrofit design, Gogo shall ensure that the third-party supplier meets American’s requirements for design, drawings, modifications, deliverables and response time to American. Excluding [***] delays beyond Gogo’s control, Gogo shall make commercially reasonable efforts to meet or beat the following response times:

 

  1.7.1. [***].

 

  1.7.2. [***].

 

  1.8. Subject to the agreement of the ODA, Gogo’s selected ODA will provide to American a draft of the Certification plan(s). The delivery of the draft plan to American needs to be such that American has [***] to review the Certification plan, Gogo has time to incorporate American’s findings and the Certification plan can be submitted to the FAA with sufficient lead time to Prototype induction. Subject to the previous sentence, American shall complete such review within [***] and return comments to Gogo.

 

  1.9. Gogo shall provide all instructions for continued airworthiness, including EWIS program changes, to American no later than [***] before planned Prototype induction. Such documents will remain in draft form until such time the STC is issued and shall be accompanied by a letter that describes the proposed changes from draft form to final form.

 

  1.10. American may have installation of the System performed by Third Party Suppliers. In any event, and in addition to Gogo’s other obligations under this Exhibit F and the Agreement, Gogo agrees to provide reasonable installation, design and/or certification support to American and/or any such Third Party Suppliers, including on-site engineering support at the installation site. Such support will be provided [***] and shall include, but not be limited to, such support as is required under the terms of this Agreement and/or as is further set forth at design reviews.

 

  1.11. Gogo shall advise American of any and all potential impacts on other systems on Retrofit A/C as set forth in Section 9.1.2 of the Agreement.

 

2. Production Aircraft (second Aircraft of each Fleet Type onwards)

 

  2.1. [***].

 

  2.2.

 

  [***].

 

  2.3.

During the installation, should Gogo be responsible for a delay that extends the Aircraft downtime beyond what was originally planned based on a schedule provided by American, Gogo agrees to compensate American [***]. If the delay is projected to be more than [***], American may elect to return the Aircraft to service and reschedule the System installation subject to Aircraft availability from American. In such event, the downtime for the initial attempted installation for the subject Aircraft shall be added to the downtime for the rescheduled installation for purposes of applying the first sentence of this Section 2.3 of Exhibit F to the rescheduled installation, such that the initial attempted installation and the rescheduled installation are treated as a single installation. For the avoidance of doubt, American’s rights and Gogo’s obligations under this Section 2.3 of Exhibit F are in addition and without prejudice to American’s rights and Gogo’s

 

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  obligations under Sections 4.2.3, 7.5 and 17.2.8 of this Agreement. With respect to American’s general obligation to mitigate damages under this Agreement, to the extent any delay under this Section 2.3 of Exhibit F could result from a failed piece of Equipment, American shall attempt to mitigate such delay by taking an equivalent piece of Equipment from another available Shipset. In the event American takes an equivalent piece of Equipment from another available Shipset pursuant to the previous sentence, American shall give Gogo written notice of such event as soon as reasonably practicable, so that Gogo can replace the missing piece of Equipment from the relevant Shipset. To the extent American had a reasonable opportunity to mitigate and/or notify Gogo pursuant to the preceding two (2) sentences of this Section 2.3 of Exhibit F and failed to do so, Gogo shall be exempted from any liquidated damages hereunder which could have been avoided if not for such failure.

 

3. Software

This Section 3 of Exhibit F describes the base Software for the System. For further details regarding Content- and Portal-related Software, see Exhibit I.

 

  3.1. Software Development and Quality/Testing Cycle

Gogo’s Software development cycle is governed by a five (5)-stage PMO process:

P0 – Pre-Initiation (program initiated through Jira PR request)

P1 – Initiation (program business requirements document completed)

P2 – Set-Up (system design and technical requirements complete)

P3 – Development, test and alpha/beta (during testing, System test/acceptance test and airline end-to-end testing included)

P4 – Closure

 

  3.2. Quality and Process Documentation

The following documents are version-controlled and stored in Gogo’s Agile document retention database. The most recent versions are available to American for reference when needed via request to the Program Manager.

 

  3.2.1. Gogo maintains a quality manual which outlines the policies, procedures and requirements of the quality management system, which meets appropriate ISO 9001:2008 and AS9115 standards.

 

  3.2.2. Gogo’s SQA plan highlights specifics about delivering quality software products and services. The role of the SQA plan is to assist the Program team to continually improve the quality of work products and services. The SQA plan is responsible for establishing processes and procedures that accurately verify and validate the adherence of assigned tasking and related activities to applicable standards, guidelines and procedures. The SQA process is aligned with the internal audit and supplier management processes to ensure coverage of Gogo’s quality guidelines from both a Program and process perspective.

 

  3.2.3.

Gogo’s configuration management plan is a document intended to provide guidelines to successfully implement configuration management policy at Gogo. It describes the activities to be performed to control and maintain design and

 

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  certification documents in support of Aircraft configuration projects. Gogo maintains configuration management to the standards and according to the definitions contained in the Project Management Institute and the American National Standards Institute.

 

  3.3. Testing Facilities

Gogo shall provide one (1) test rack for each unique Retrofit A/C configuration. The test rack(s) shall be located at Gogo’s location acceptable to American for the Term. If American expands the scope of this Agreement with additional fleet types that introduce different Gogo hardware configurations, Gogo shall expand test equipment to address these additional hardware configurations. Gogo shall modify the test rack(s) due to System requirements or design changes at no cost to American. Gogo will provide the space, racks and wiring for the test rack for the Term.

 

  3.3.1. Gogo will provide a report [***] before Prototype installation that compares the Aircraft BOM and the test rack BOM, and include a technical explanation why differences between the two (2) have no impact on the integrity of testing conducting on the test rack.

 

  3.3.2. Gogo will provide descriptions of how Aircraft data sources are simulated.

 

  3.3.3. Gogo will perform an internal review of the parts for the test rack to verify that the test rack components, part numbers, quantities and system wiring are accounted for in such rack. Gogo will perform such review on a quarterly basis or as necessary and report its findings to American. Any changes to the System as a result of an MCP that affect the test racks will be incorporated therein. In anticipation of EIS, if any part listed in the pull forward rack identified below is nonfunctional during the pre-ATP, Gogo agrees to resolve by the ATP. If any part listed in the Pull Forward Rack identified below is nonfunctional during the ATP, Gogo agrees to resolve such issue as soon as possible.

 

  3.4. Liquidated Damages For Delinquent or Defective Software

 

  3.4.1. The purpose of this Section 3.4 of Exhibit F is to ensure that Software embedded in Equipment is delivered on dock on-time, based on agreed upon schedules and free of defects. Liquidated damages are applied when those conditions are not met based on the terms in this Section 3.4 of Exhibit F.

 

  3.4.1.1. [***].

 

  3.4.1.2. [***].

 

  3.4.1.3. [***].

 

  3.4.2. Defect Severity Classification Table

[***]

  3.4.3. Occurrence Classification Table

[***]

  3.4.4. Software Priority

 

  3.4.4.1. Priority is then defined as a combination of severity and occurrence. For avoidance of doubt, [***].

 

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  3.4.4.2. Once the Software is prioritized, Software release classifications shall be mutually agreed upon between American and Gogo.

 

  3.4.5. Software Release Definitions

 

  3.4.5.1. [***].

 

  3.4.5.2. [***].

 

  3.4.5.3. [***].

 

  3.4.5.4. [***].

 

  3.4.6. Remedies for Initial Software Load Supporting EIS

It is Gogo’s responsibility to ensure that the initial mutually agreed Software on-dock date is met by delivery of conforming Software. In the event that the initial Software on-dock date is not met, whether or not as a result of Gogo not timely resolving defects, Gogo shall be responsible for defining a new Software on-dock date and shall further be responsible for the following liquidated damages from the initial Software on-dock date until the date that the conforming Software is on-dock.

 

  a. Delay of [***] or less:            $[***]

 

  b. Delay of [***] or less:            $[***]

 

  c. More than [***]:                     $[***]

 

4. Technical Publications

Gogo will provide technical and maintenance documentation as mutually agreed by the Parties.

 

5. EIS and Gogo Support

 

  5.1. Gogo will validate System functionality during the support period as described in the table below using two methods of validation: (i) Active Monitoring and (ii) Fly-Along Support. “Active Monitoring” means both standard NOC monitoring/alarming and enhanced, proactive, tail-specific and flight-specific analysis performed by Gogo. “Fly-Along Support” means support provided by a Gogo technician on-board a Retrofit A/C that is focused on Gogo Service monitoring, System performance and User experience. Both Parties will jointly work to minimize flight testing support requirements.

[***]

 

  5.2. American will assist Gogo to get accommodations on the flights that require Fly-Along Support and use reasonable efforts to minimize the cost to Gogo of such support.

 

  5.3. In fulfillment of Gogo’s support commitments set forth in the table in Section 5.1 of this Exhibit F, Gogo will provide technicians trained and qualified on American’s configuration of the System.

 

  5.4. Gogo will continue its support as set forth in the table in Section 5.1 of this Exhibit F until Gogo’s performance of applicable Gogo Services meets the resolution/cessation criteria noted for each support type. Gogo and American can mutually agree to stop or extend such support for any support type at any time.

 

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6. Program Management for EIS

 

  6.1. Dedicated Program Management

 

  6.1.1. Gogo will provide, [***], sufficient Program Management Staff to support the contractual obligations outlined in and awarded under this Agreement. During all phases (e.g., service configuration, early deployment and sustaining operations), Gogo will assign [***] dedicated Program Manager for the overall account and also assign functional leads for each major project area of each phase. Gogo shall provide the program management structure, roles and responsibilities during ITCM.

 

  6.1.2. The Program Manager’s responsibilities are set forth in Section 11.1.1 of the Agreement.

 

  6.1.3. Order administration support is set forth in Section 11.1.1 of the Agreement.

 

  6.2. Meetings

 

  6.2.1. All major meetings, including but not limited to ITCM, PDR and CDR, shall be held at American’s headquarters unless mutually agreed.

 

  6.2.2. Gogo should plan to attend meetings, [***], upon American’s and/or American’s designated third party’s request and shall facilitate the participation of all appropriate personnel.

 

  6.2.3. Meetings requested where support is required shall include face-to-face meetings, teleconferences and conferences in addition to the ITCM, design reviews, Program reviews and FAIs.

 

  6.2.4. Gogo shall be expected to attend these meetings during all stages of the Agreement, at any time from the award of the contract through the Term. Gogo agrees to send relevant subject matter experts to all the meetings.

 

  6.3. Development Program

American and Gogo shall participate in building the overall project schedule and agreeing to the schedule. Gogo shall provide American with the draft of the STC project plan before it is submitted to the FAA, and with sufficient time for American to review, provide feedback to Gogo and for Gogo to make revisions to the STC project plan as appropriate.    Gogo’s process for developing a certification design will include, but not be limited to, the following activities:

 

  6.3.1. ITCM: ITCM between commercial, technical, marketing and aviation authority representatives intended to fine tune requirements as necessary.

 

  6.3.2. Portal TIM: TIM focusing on Portal requirements and designs.

 

  6.3.3. SRR/SDR: Commercial, technical and marketing review of System requirements and proposed System architecture.

 

  6.3.4. ICD TIM: Technical team ICD initial review.

 

  6.3.5. Services TIM: Initial commercial, technical, marketing team meeting focusing on satellite service provision, marketing planning and customer support.

 

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  6.3.6. Aircraft survey: Technical team inspection of Aircraft to be modified and meeting to discuss modification details.

 

  6.3.7. PDR: Technical team review of design implementation at a preliminary stage.

 

  6.3.8. ICD TIM: Technical team ICD follow-on review.

 

  6.3.9. Services TIM: Follow-on commercial, technical and marketing team meeting focusing on satellite service provision, marketing planning and customer support.

 

  6.3.10. IPC: Initial provisioning conference to discuss maintenance, overhaul, operation, tooling, spares provisioning and training.

 

  6.3.11. CDR: Technical team review of design implementation at a critical stage.

 

  6.3.12. FDR: Technical team final review of design implementation and agreement on design data release.

 

  6.3.13. TRR: Technical team review of qualification test results, and plans and readiness for acceptance testing and STC.

 

  6.3.14. STC: Civil aviation authority presentation of STC.

 

  6.4. Installation Site Support (Post-Prototype)

 

  6.4.1. Gogo shall provide .[***].

 

  6.4.2. American and Gogo may mutually agree to cease such Gogo on-site support if American installation teams are trained ahead of [***].

 

  6.5. American OSR

 

  6.5.1. [***].

 

  6.5.2. [***].

 

  6.5.3. [***].

 

  6.5.4. [***].

 

7. Training

 

  7.1. Flight Attendant Training:

 

  7.1.1. An interactive computer-based flight attendant training application will be built to support online training sessions, and such application will be compatible with Android operating systems, iMac, iPad, Internet Explorer and Google Chrome. Gogo will complete edits of the interactive application to ensure it matches all new major functionality of the Portal. The Parties will negotiate in good faith to develop an application that is compatible with American’s learning management system [***]. A web-based tutorial (i.e., curriculum and lesson) of the same training content as the application shall also be made available by Gogo to American [***].

 

  7.1.2. Flight attendant training: for Purser “train-the-trainer” training, each class will consist of [***]. American may request and purchase additional training based on Gogo’s quotes.

 

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  7.1.3. Training documents:

 

  7.1.3.1. Operations manual: included in curriculum development

 

  7.1.3.2. Soft copy of the QRG

 

  7.1.4. Format of training documents: all training documents are to be provided in print-ready, soft-copy format.

 

  7.1.5. Location of training courses: all training courses are to be conducted at a mutually agreed U.S. location unless otherwise stated.

 

  7.1.6. Timing of deliverables: so long as American does not make changes to the Software driving delay:

 

  7.1.6.1. All initial training modules shall be delivered to American in their complete form no later than [***] prior to EIS of the applicable Fleet Type.

 

  7.1.6.2. All initial training courses shall be made available to American personnel no later than [***] prior to EIS of the applicable Fleet Type.

 

  7.1.6.3. All initial training documents shall be delivered to American in their complete form no later than [***] prior to EIS of the applicable Fleet Type.

 

  7.2. Line maintenance training:

 

  7.2.1. An interactive computer-based line maintenance training application will be used to create online sessions, and such application will be compatible with Android operating systems, iMac, iPad, Internet Explorer and Google Chrome. A web-based tutorial (i.e., curriculum and lesson) of the same training content as the application shall also be made available by Gogo to American [***].

 

  7.2.2. Line maintenance instructor-led training: for American’s “train-the-trainer” training, each class will consist of [***]. American may request and purchase additional training based on Gogo’s quotes.

 

  7.2.3. Training documents:

 

  7.2.3.1. Operations manual: included in curriculum development

 

  7.2.3.2. Soft copy of the QRG

 

  7.2.4. Format of training documents: all training documents are to be provided in print-ready, soft-copy format.

 

  7.2.5. Location of training courses: all training courses are to be conducted at a mutually agreed U.S. location unless otherwise stated.

 

  7.2.6. Timing of deliverables: so long as American does not make changes to the Software driving delay:

 

  7.2.6.1. All initial training modules shall be delivered to American in their complete form no later than [***] prior to Entry-Into-Service.

 

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  7.2.6.2. All initial training courses shall be made available to American personnel no later than [***] prior to Entry-Into-Service.

 

  7.2.6.3. All initial training documents shall be delivered to American in their complete form no later than [***] prior to Entry-Into-Service.

 

  7.3. Engineering training:

 

  7.3.1. An interactive computer-based engineering application will be used to create online sessions, and such application will be compatible with Android operating systems, iMac, iPad, Internet Explorer and Google Chrome. A web-based tutorial (i.e., curriculum and lesson) of the same training content as the application shall also be made available by Gogo to American [***].

 

  7.3.2. Engineering instructor-led training: for “train-the-trainer” training, each class will consist of [***]. American may request and purchase additional training based on Gogo’s quotes.

 

  7.3.3. Training Documents

 

  7.3.3.1. Operations manual: included in curriculum development

 

  7.3.3.2. System architecture

 

  7.3.3.3. System operation (from power-on through shutdown)

 

  7.3.3.4. RF operating parameters

 

  7.3.3.5. BITE tool usage

 

  7.3.3.6. Fault isolation manual and tools

 

  7.3.3.7. Unique LRU remove and replace methods

 

  7.3.4. Format of training documents: all training documents are to be provided in print-ready, soft-copy format.

 

  7.3.5. Timing of deliverables: so long as American does not make changes to the Software driving delay:

 

  7.3.5.1. All initial training modules shall be delivered to American in their complete form no later than [***] prior to EIS of the applicable Fleet Type.

 

  7.3.5.2. All initial training courses shall be made available to American personnel no later than [***] prior to EIS of the applicable Fleet Type.

 

  7.3.5.3. All initial training documents shall be delivered to American in their complete form no later than [***] prior to EIS of the applicable Fleet Type.

 

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Exhibit G:

Maintenance Services

During the Warranty Period, the Parties will provide maintenance services as set forth herein. For avoidance of doubt, Gogo will not perform any maintenance on or inside a Retrofit A/C that involves touch labor except as set forth below.

 

1. Gogo Responsibilities:

 

  1.1. [***].

 

  1.2. [***].

 

  1.3. [***].

 

  1.4. [***].

 

  1.5. [***].

 

  1.6. [***].

 

  1.7. [***].

 

  1.8. [***].

 

  1.9. [***].

 

  1.10. [***].

 

  1.11. [***].

 

  1.12. [***].

 

  1.13. [***].

 

  1.14. [***].

 

  1.15. [***]

 

  1.15.1. [***].

 

  1.15.2. [***].

 

  1.15.3. [***].

 

  1.15.4. [***].

 

2. American Responsibilities:

 

  2.1. [***].

 

  2.2. [***].

 

  2.3. [***].

 

  2.4. [***].

 

  2.5. [***].

 

  2.6. [***].

 

  2.7. [***].

 

  2.8. [***].

 

  2.9. [***].

 

  2.10. [***].

 

  2.11. [***].

 

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  2.12. [***].

 

  2.13. [***].

 

3. Joint Responsibility:

 

  [***].

 

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Attachment 1 to Exhibit G

Gogo Spares for the Retiring Mainline Fleet and ATG4 Mainline Fleet

[***]

 

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Attachment 2 to Exhibit G

Gogo Spares for the Regional Jet Fleet and Retiring E190 Fleet

[***]

 

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Attachment 3 to Exhibit G

Gogo Spares for the 2Ku Fleet

[***]

 

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G-5


Exhibit H:

Services and Systems Overview

 

1. List of Services

 

  1.1. Gogo maintains a ground network and procures satellite capacity to provide the Gogo Services.

 

  1.2. Gogo employs a number of techniques to improve network efficiency that include, but are not limited to techniques outlined below.

 

  1.2.1. [***].

 

  1.2.2. [***].

 

  1.2.3. [***].

 

  1.2.4. [***].

 

  1.3. Gogo shall implement and manage a Portal consistent with the requirements and timelines set forth in Exhibit I.

 

  1.4. [***].

 

  1.5. [***].

 

  1.6. [***].

 

  1.7. [***].

 

  1.8. [***].

 

  1.9. [***].

 

  1.10. [***].

 

2. Architecture Standards and Descriptors

 

  2.1. [***].

 

  2.2. [***].

 

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Exhibit H-1:

2Ku System Definition Document (SDD)

 

1. Scope.

This Exhibit H-1 shall provide a high-level overview of the System functions for the airborne and terrestrial systems. If more detail is needed, please refer to Section 2 of this Exhibit H-1. The goal of the Exhibit H-1 is to inform a technical audience of primary functions and their relative locations within the System.

 

2. Applicable Documents.

The documents in this Exhibit H-1 form a part of this specification to the extent specified herein. Unless a specific issue or revision is listed, the referenced documents shall be of that issue or revision in effect on the date of this specification. Except for mandatory changes required by applicable law, in the event of a conflict between the documents referenced and the contents of this specification, the contents of this specification shall apply.

 

3. Government Documents.

Gogo shall follow all applicable regulations necessary for STC approval, and shall provide all documentation necessary for the approval of the STC, including approvals to be granted by the FAA, ANAC, ANATEL, INFRAERO and any other government and non-government authorities as necessary. Gogo shall also obtain the necessary approvals from the FCC and other telecommunications authorities, as required and applicable.

 

4. Acronyms, Conventions and Glossary.

 

  AAA Authentication, Authorization, and Accounting

 

  ABS Aircell Broadband Services

 

  AC Advisory Circular

 

  ACPU-2 ABS Control Processor Unit 2nd Generation

 

  ANSI American National Standards Institute

 

  ARINC Aeronautical Radio Inc.

 

  BTS Base Transceiver Station

 

  BUC Block Up Converter

 

  CALEA Communications Assistance for Law Enforcement Act

 

  CFR Code of Federal Regulations

 

  CLI Command Line Interface

 

  CSMA/CD Carrier sense multiple access with collision detection

 

  CWAP Cabin Wireless Access Point

 

  DHCP Dynamic Host Configuration Protocol

 

  ESD Electrostatic Discharge

 

  FAA Federal Aviation Administration

 

  FAR Federal Aviation Regulations

 

  FMU Fuselage Mounted Unit

 

  GB Giga Byte

 

  GHz Giga Hertz

 

  HALT Highly Accelerated Life Testing

 

  HTTP Hyper Text Transfer Protocol

 

  HPA High Power Amplifier

 

  Hz Hertz

 

  IEEE Institute of Electrical and Electronics Engineers

 

  IPC The Institute for Interconnecting and Packaging Electronic Circuits

 

  IPv4

Internet Protocol version 4

 

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  IPv6 Internet Protocol version 6

 

  KANDU Ku-band Aircraft Networking Data Unit

 

  KRFU Ku-band Radio Frequency Unit

 

  Ku Band is primarily used for satellite communications (12-18 Ghz)

 

  LED Light Emitting Diode

 

  LRU Line Replaceable Unit

 

  MAC Media Access Control

 

  ModMan Modem and Manager

 

  MS Media Server

 

  LAN Local Area Network

 

  MCU Modular Concept Unit

 

  MIB Management Information Base

 

  MIL Military

 

  MTBF Mean Time Between Failures

 

  NOC Network Operations Center

 

  NWAP 802.11n Cabin Wireless Access Point

 

  OAE Outside Antenna Equipment

 

  PPP Point to Point Protocol

 

  PSD Power Spectral Density

 

  PSTN Public Switched Telephone Network

 

  QoS Quality of Service

 

  RFC Request For Comment

 

  RH Relative Humidity

 

  RMS Root Mean Squared

 

  RTCA Radio Technical Commission for Aeronautics

 

  SNMP Simple Network Management Protocol

 

  SSPA Solid State Power Amplifier

 

  TBD To Be Determined

 

  TFTP Trivial File Transfer Protocol

 

  TPED Transmitting Personal Electronic Device

 

  USB Universal Serial Bus

 

  VAC Volts Alternating Current

 

  VDC Volts Direct Current

 

  VGA Video Graphics Array

 

  VICTS Variable Inclination Continuous Transverse Stub (antenna)

 

  VLAN Virtual LAN

 

  WAP Wireless Access Point

 

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System Design

Network Architecture

[***].

 

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Network Overview

[***].Aircraft Architecture Overview

[***].ACPU-2

[***].

Cockpit Switch

[***].

acWAP

[***].

802.11 and PCS Antennas

[***].

KANDU

[***].

ModMan

[***].

KRFU

[***].

Rx Antenna / Tx Antenna

[***].

Radome

[***].

SAVCL:

[***].

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

H-5


[***].ACPU

[***].

AACU

[***].

CWAP (or WAP)

[***].

Cabin 802.11 and Flight Deck Handsets (where applicable)

[***].

ATG EV-DO Antennas

[***].

Terrestrial EV-DO and GPS Antenna

[***].

802.11 Antenna

[***]Exhibit H-3:

ATG4 System Definition Document (SDD)

Introduction

[***].

Gogo Terrestrial Network Overview

 

1. [***].

Gogo Airborne Subsystem Overview

[***].

ACPU

[***].

AACU

[***].

ATG4000

[***].

CWAP (or WAP)

[***].

Cabin and Flight Deck Handsets (where applicable)

[***].

ATG EV-DO Antennas (ATG Antennas)

[***].

Terrestrial EV-DO Antenna (TM Antenna)

[***].

802.11 Antenna

[***].

 

American Airlines, Inc. and Gogo LLC

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H-6


Aircraft IP Network Design

[***].

WAP Radio and Antenna Design Principles

[***].

Gogo Airborne Subsystem Flight Cycle

[***].

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

H-7


Exhibit I:

Portal, Advertising, Content Management and Marketing Activities

This Exhibit I describes the Portal guidelines and the Portal-related operational responsibilities of both American and Gogo. [***].

 

1. PORTAL REQUIREMENTS UNDER ALL MODELS

 

  1.1. WHITELISTED SITES

[***].

Table I-1

[***]

  1.2. PORTAL CONTENT MANAGEMENT:

[***].

The Portal management changes set forth in this Section 1.2 of Exhibit I will be consolidated together and carried out per the change frequency noted in the table. [***].

[***].

 

  1.3. AMERICAN AND GOGO MARKS

Rights in Marks. Gogo acknowledges that the American Marks shown on brand.aa.com are the property of American and the only Marks owned by American that may be used by Gogo in marketing and promoting, and that upon expiration or termination of this Agreement, Gogo will immediately cease use of such Marks. American acknowledges that the Gogo Marks to be provided to American from time to time are the property of Gogo and the only Marks owned by Gogo that may be used by American in marketing and promoting Gogo Services and that upon expiration or termination of this Agreement, American will immediately cease use of such Marks. From time to time, American will provide Gogo with limited access to the American’s Brand.aa.com web site to obtain digital renditions of the American Marks. Except as expressly set forth in the Agreement, no right, property, license, permission or interest of any kind in or to the Marks owned by either Party is or is intended to be given or transferred to or acquired by the other Party by the execution, performance or non-performance of this Agreement or any part hereof.

Each Party agrees that it shall in no way contest or deny the validity of, or the right or title of the other Party in or to its Marks, and shall not encourage or assist others, directly or indirectly, to do so during the Term and thereafter. Neither Party will take actions that are adverse to the other Party’s ownership rights in or to its Marks, nor shall either Party intentionally utilize the other Party’s Marks in any manner that would diminish their value or harm the reputation of the other Party. Neither Party shall use or register any domain name that is identical to or confusingly similar to any of the other Party’s Marks.

 

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In addition, each Party agrees that it shall not intentionally, without the other Party’s prior written approval: (i) alter the other Party’s Marks in any way; (ii) use any partial Marks of the other Party or fragments thereof; (iii) display the other Party’s Marks without the appropriate trademark designation, as specified by the other Party; (iv) superimpose any image or content upon the other Party’s Marks; or (v) purchase, use or register any domain names or keywords or search terms that are identical or similar to, or contain (in whole or in part), any of the other Party’s Marks.

 

  1.4. Approval of Promotional Materials; Graphics Standards. Each Party shall submit to the other Party for review and approval, at least [***] prior to publication or use, the portion of any and all artwork, scripts, copy, advertising, promotional materials, direct mail, press releases, newsletters or other communications or any other publicity published or distributed by the first Party (or at its direction or authorization) that uses any trademark, service mark, logo or trade name of the other Party or any of its Affiliates (other than any text-only non-stylized names). All such promotional materials shall follow the style guidelines of the applicable Party, including any requirements for disclaimers or tag lines indicating registered trademarks, and each Party may modify its style guidelines from time to time in its sole discretion. The Party from whom approval is requested will respond to the requesting Party within [***] days of the request, and approval with respect to uses of American Marks may be withheld in the sole discretion of American.

 

  1.5. DEFINITIONS

 

  1.5.1. [***].

 

  1.5.2. [***].

 

  1.5.3. [***].

 

  1.5.4. [***].

 

  1.5.5. [***].

 

  1.5.6. [***].

 

  1.5.7. [***].

 

  1.5.8. Internal Portal Page” means any Portal page excluding the Splash Page[***].

 

  1.5.9. Media Rate Card is a [***].

 

  1.5.10. [***].

 

  1.5.11. [***].

 

  1.5.12. Splash Page”: the initial Internet user page which is displayed when a passenger’s PED senses the availability of Internet connectivity on a Retrofit A/C. This page contains advertising and general airline information and provides a link to the Purchase Path Page. The Splash Pages will indicate the service provider. [***].

 

  1.5.13. [***].

 

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2. Phase 1: PORTAL REQUIREMENTS [***]

 

  2.1. GENERAL

This Section 2 of Exhibit I sets forth the agreement of the Parties with respect to the Portal and related operational activities [***].

 

  2.2. CERTAIN GOGO OBLIGATIONS.

 

  2.2.1. Advertising. Gogo will seek and establish relationships with Gogo Advertisers and Content providers, negotiate fees and Content, collect and analyze User activity related to ads, and collect revenues for Gogo Advertiser ads.

 

  2.2.2. Format and Management of Content and Ads. Gogo will format ads for display on the Portal and manage the Content in cooperation with American.

 

  2.2.3. Hosting and Infrastructure. Gogo will be solely responsible for hosting the database used to store, deliver and track impressions and click-throughs of ads and other Content. Gogo will have the right to outsource such services to a service provider. [***].

 

  2.2.4. Reporting. At the conclusion of the ad campaign, Gogo will provide a report to American containing statistics reasonably relevant to establishing: ([***].

 

  2.2.5. Approvals. Gogo will use reasonable efforts to promptly review any matters submitted to it for approval. Gogo’s approval will not be unreasonably withheld, delayed or conditioned. Except as otherwise provided herein, [***]. Gogo will work with American to seek approval for ads it negotiates for the Portal. With respect to advertising on the Portal, Gogo will notify American prior to engaging advertisers listed in the American preferred partners list, which has been provided to Gogo prior to the Effective Date and will be updated in writing from time to time.

 

  2.3. CERTAIN AMERICAN OBLIGATIONS.

 

  2.3.1. Advertiser and Content Provider Relations. American will seek and establish relationships with American Advertisers and Content providers, negotiate fees and Content, and collect revenues for American Advertiser ads.

 

  2.3.2. Technical Support. American will [***] make available to Gogo reasonable and appropriate resources of American (or its Affiliates) or its contractors for consultation and design and integration of Content and ads into the Portal. American will deliver any Content and ads sourced by American to Gogo in the formats reasonably designated by Gogo.

 

  2.3.3. Reporting. At the conclusion of the ad campaign, American will provide a report to Gogo containing information reasonably relevant to [***].

 

  2.3.4. Approvals. American will work with Gogo to seek approval for ads it negotiates for the Portal. American will use reasonable efforts to promptly review any matters submitted to it for approval. Except as otherwise expressly provided herein, any American approval will not be unreasonably withheld, delayed or conditioned.

 

  2.4. DISPLAY OF CONTENT AND ADS.

 

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  2.4.1. Splash Page. This Section applies to the Splash Page only.

 

  2.4.2. American Sections. Subject to the terms of this Exhibit I and the Agreement, American will have the right to designate the Content or ads that appear in the American sections of the Splash Page. In the event that American wishes to refresh or change any such Content or ads, American will provide [***] advance notice to Gogo. American will not include any high-bandwidth ads or Content (e.g., audio streaming, video streaming, flash-based ads or Content, or Java-based ads or Content) in the American sections without Gogo’s prior written consent. Additionally, American will have the right to designate the Content or ads that appear in the American sections of the Internal Portal Pages.

 

  2.4.3. Style Guidelines. Each of American and Gogo will adhere to the style guidelines for the other Party’s Marks as described in Section 1.4 of this Exhibit I.

 

  2.4.4. Prohibited Material. Each of American and Gogo will not knowingly provide or display any ads that include any Prohibited Material, and will take reasonable efforts to not include on the Portal any Content that contains Prohibited Material. American and Gogo will have the right to propose reasonable additions to the Prohibited Materials description, by providing written notice of such proposed additions to the other Party; the other Party will have the right to approve such proposed additions (provided that approval will not be unreasonably withheld), and the other Party will use reasonable efforts to comply (as described in this Section 2.4.4 of Exhibit I) with the newly approved description as soon as reasonably possible, but in no case in more than [***].

 

  2.4.5. Content Partners. Gogo will not include Content on the Portal from a Content partner without American’s prior approval of the partner. Gogo will request American’s approval of a proposed new Content partner to American no less than [***] prior to proposed date of inclusion of such Content. No later than [***] following its receipt of such request, American will notify Gogo whether the proposed Content partner is acceptable.

 

  2.4.6. Remedies. If there is Prohibited Material in an ad or Content on the Portal, American may notify Gogo of same. To the extent Gogo discovers or is notified of any Prohibited Material appearing on the Portal, Gogo will, subject to the last sentence of Section 2.4.4 of this Exhibit I, expeditiously remove or block such Prohibited Material.

 

  2.5. PORTAL ADVERTISING.

 

  2.5.1. [***].

 

  2.5.2. [***].

 

  2.5.3. [***].

 

  2.5.4. [***].

 

  2.6. MARKETING/PUBLIC RELATIONS ACTIVITIES.

 

  2.6.1.

Independent Activities. In addition to the joint activities described in Section 8.1 of the Agreement, American or Gogo may conduct such independent marketing activities as it elects in its sole discretion; provided, however, that (i)

 

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  such Party’s marketing materials do not contain Prohibited Material, (ii) such Party complies with Section 8 of the Agreement and this Exhibit I, and (iii) in the event that Gogo obtains information about a User from such User’s registration on a Retrofit A/C and such User has not logged in on another airline or provided information to Gogo through another source, Gogo will not, without the express written approval of American, use such information for any solicitation that refers to any airline other than American by name. The Parties will exchange reports regarding their independent marketing activities at such times and in such formats as they agree upon.

 

  2.6.2. Notice. For any promotion that expressly references the other Party, or may otherwise impact the other Party, the promoting Party shall provide sufficient notice in writing to the other Party.

 

  2.7. AMERICANS MARKETING CHANNELS.

 

  2.7.1. Other Marketing. [***].

 

  2.7.2. American’s Promotion of Gogo. American will provide, [***], marketing support as American may so deem necessary to promote Gogo Services on Retrofit A/C, which shall be solely through American’s advertising channels and subject to American’s terms and conditions.

 

  2.8. DISPUTE RESOLUTION UNDER THIS EXHIBIT. If a provision in this Exhibit I provides that the Parties will work together or will agree on a certain question, the Parties will negotiate in good faith to resolve any disputes. If the Parties cannot come to agreement regarding any disputes under this Exhibit I, the dispute will be resolved in accordance with the dispute resolution provisions in Section 25.5 of the Agreement.

 

3. PHASE 2: PORTAL REQUIREMENTS [***]

 

  3.1. General

This Section 3 of Exhibit I sets forth the agreement of the Parties with respect to the Portal and related operational activities [***]. The Parties agree that success of the Connectivity Services will be dependent on creating passenger awareness of the Connectivity Services on Retrofit A/C. [***]. The specific roles and responsibilities related to each marketing function are set forth in this Section 3 of Exhibit I.

 

  3.2. Advertisements

 

  3.2.1. [***].

 

  3.2.2.

Gogo shall be responsible for the technical integration of advertisements into the Portal and Splash Page. If American sells advertisements, [***]. If Gogo sells advertisements, [***]. Any other advertising services beyond technical integration provided by Gogo and not included in Section 2.5.3 of this Exhibit I will be quoted separately and mutually agreed upon by the Parties. On Retrofit A/C equipped with the ATG Solution or ATG4 Solution, whitelisted sites may be limited if the Parties reasonably believe that such sites may adversely impact the network and the customer experience. [***]. The Purchase Path Pages will not contain any Gogo advertisements, opt-in links (except as required by applicable law or as otherwise necessary to fulfill Gogo’s obligations under this Agreement) or customer solicitations. For the avoidance of doubt, Gogo shall notify American if Gogo believes any opt-in links are necessary and shall obtain American’s

 

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  consent prior to placing any such links on the Portal or Purchase Path Pages, which consent shall not be unreasonably withheld. American reserves the right to place advertisements, opt-in links or customer solicitations on the Purchase Path Pages, Splash Pages and Portal pages. Notwithstanding the previous sentence, if Gogo reasonably believes that advertisements or other such solicitations on the Purchase Path Pages are creating a barrier to Users in purchasing a session, then the Parties will meet to discuss and work together in good faith to find a way to remedy such barrier.

 

  3.3. Promotions/Sponsorship

Promotions and Sponsorships are limited duration offers such as free or reduced rate Internet access. American may offer promotions based on time period, routes, specific audiences, flight segments, applications or other factors. Joint Sponsorships suggested by either Party will be considered by American and subject to regulatory requirements. Promotional price changes may be addressed via vouchers/promotion codes, Portal changes or any other methods as the Parties agree. When applicable, Gogo will provide American with a range of voucher/promotion codes/numbers. American can then utilize such vouchers/promotion codes/numbers for offering its promotions or discounts to its passengers over a specified period of time. American reserves all rights to change and/or modify the elements regarding promotions and Sponsorships.

 

  3.4. Branding, Splash Page and Purchase Path Pages

Branding, including formatting, design, content, logos and product name are the responsibility of American. Terms and conditions related to rights in trademarks, logos and Content are described more fully in Sections 1.3, 2.2, 2.3 and 2.4 of this Exhibit I. The Splash Page design will be at the discretion of American. Subject to the following, the design of the Purchase Path Page will be branded for American. The goal is to provide American maximum area for its branding. Gogo shall adhere to American branding guidelines in design and implementation of Portal pages, based on commercially and technically reasonable terms. In the event American requests changes to the Splash Page or Purchase Path Pages that require material development or resources, then such terms will be outlined and agreed in detail in an SOW.

 

  3.5. Bundling and Merchandising

Bundling and merchandising refers to the combining and advertising of multiple American products as defined by American including, but not limited to, the purchase of Gogo provided in-flight Internet access, early boarding passes, upgrades and similar products at aa.com (i.e., pre-sale transactions). Gogo will work collaboratively with American to establish and improve processes related to electronic sales of Internet access. In the event supporting American’s processes require material development or resources, such terms will be outlined and agreed in detail in an SOW.

 

  3.6. Pricing Control

[***]. If requested by American, Gogo will make a good faith, reasonable effort to develop and implement additional and/or different pricing structures above and beyond price and rule changes, as outlined and agreed in detail in an SOW.

 

  3.7. [***]

 

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The Parties will determine whether to [***] and if so, will work in good faith to implement such agreed solutions. The rules for the expiration of the [***] will be mutually agreed by the Parties.

 

  3.8. Roaming Partnership

Gogo will continue to work directly with roaming partners on pricing and roaming agreements. Gogo will be responsible for negotiations with the roaming partner, and Gogo will manage the relationships, activity and invoicing as well as remitting the applicable payments to American as noted in Section 3.7 of Exhibit D. American may suggest additional potential roaming partners to be enabled, in which case Gogo shall make commercially reasonable efforts to enter into roaming agreements with such potential roaming partners. In the event such additional relationships are enabled, then as between Gogo and American, such relationships will fall under the same business model as the existing relationships.

In the event American requests to take responsibility for the integration and maintenance of the roaming relationships, American shall provide at least [***] written notice of such decision prior to the cutover. Gogo will provide reasonable assistance in facilitating the cutover.

 

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Exhibit J:

Service Level Agreement (SLA)

This Exhibit J represents service levels for all Technology Types, while specific service levels are set forth in Exhibit J-1 for the 2Ku Solution and Exhibit J-2 for the ATG Solution and the ATG4 Solution. As improvements are made to the ATG Solution and ATG4 Solution architecture (i.e., Next Gen ATG), Gogo shall improve the SLA metrics and reporting requirements associated with such improved architecture.

 

1. General Requirements:

 

  a. Exhibits J, J-1 and J-2 set forth the service levels and other related obligations for the Connectivity Services, Wireless Entertainment and [***] for each Technology Type.

 

  b. Gogo will make adjustments to the System, including bandwidth/capacity, as necessary, to meet and/or exceed the SLA metrics set forth in this Exhibit J.

 

2. Service Availability Process

 

  a. In the event there are new protocols to measure network availability, Gogo and/or American shall propose those methods for consideration.

 

  b. [***].

 

  c. [***].

 

  d. [***].

 

3. Interruption of Service

 

  a. Change Management

 

  i. [***]

 

  ii. Gogo agrees to provide a change management notification process that includes the following fields:

 

  1. [***]

 

  a. [***]

 

  i. [***]

 

  ii. [***]

 

  b. [***]

 

  c. [***]

 

  2. [***]

 

  a. [***]

 

  b. [***]

 

  c. [***]

 

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J-1


  d. [***]

 

  e. [***]

 

  f. [***]

 

  g. [***]

 

  b. Satellite Out of Service

 

  i. [***].

 

4. Customer Care

During the Term, Gogo shall provide problem management and customer care services to American as set forth in this Section 4 of Exhibit J:

 

  a. Problem Management Definitions

[***]

 

  b. American Customer Care

 

  i. [***].

 

  ii. [***]

 

  1. [***].

 

  iii. [***].

 

  iv. [***].

 

  c. Problem Definition and Resolution

 

  i. [***].

 

  ii. [***]

Note: Response times are calculated from the time of notification.

 

  d. [***]

 

  i. [***].

 

  ii. [***].

 

  iii. [***]:

 

  1. [***].

 

  2. [***].

 

  e. User Care

 

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  i. The goal of good customer care is to ensure customer goodwill and repeated use of the Connectivity Services, Wireless Entertainment and [***].

 

  ii. From the Purchase Path Page, Users will also have access to the following information:

 

  1. [***]

 

  2. [***]

 

  3. [***]

 

  4. [***]

 

  f. Service Levels to Customer Requests

[***]

 

5. Definitions

 

  a. Downtime” is defined as unexpected, or unscheduled, downtime or times when the service is expected to be available and is not.

 

  b. [***].

 

  c. Service Availability” is defined as the time that the network and system(s) are expected to be operational and available, taking into consideration the applicable Exclusions for each Technology Type.

 

  d. [***].

 

  e. [***].

 

  f. [***].

 

American Airlines, Inc. and Gogo LLC

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J-3


Exhibit J-1:

Service Level Agreement (SLA) for 2Ku Solution

This Exhibit J-1 sets forth the capacity modeling and planning, service levels and Exclusions for the 2Ku Solution.

 

1. Capacity Modeling and Planning

Gogo shall monitor the network in order to ensure that SLA metrics are achieved. Gogo shall utilize a number of processes that are intended to deliver a high level of customer satisfaction.

 

  a. Capacity and Utilization: Satellite and Ground Infrastructure

[***].

 

  b. Network Capacity Measurement and Reporting

 

  i. [***].

 

  ii. [***].

 

  iii. [***].

 

  iv. [***]

 

  1. [***];

 

  2. [***]; and

 

  3. [***].

 

  c. User Bandwidth Consumption Measurement

 

  i. [***].

 

  ii. [***]

 

  1. [***];

 

  2. [***]; and

 

  3. [***].

 

  iii. [***].

 

  d. [***]

 

  i. [***];

 

  ii. [***]; and

 

  iii. [***]

 

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  e. Network Capacity Evaluation, Satellite and Ground Network

 

  i. [***].

 

  f. Capacity Planning

 

  i. [***]

 

  1. [***]

 

  2. [***]

 

  3. [***]

 

  4. [***]

 

  5. [***]

 

  6. [***]

 

  7. [***]

 

2. Service Levels

 

  a. Availability

 

  i. [***].

 

  ii. [***].

 

  iii. [***].

 

  iv. [***]

 

  b. Associated Remedies

 

  i. [***].

 

  ii. [***].

 

  c. Data Rate Guarantees

 

  i. [***]

 

  1. [***]

 

  a. [***]

 

  b. [***]

 

  2. [***]

 

  a. [***]

 

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  b. [***]

 

  ii. [***]

 

  1. [***]

 

  2. ARPA” means average revenue per aircraft and, for any Measurement Period, is calculated solely with respect to the 2Ku Fleet and equals: (A) the sum of (i) Connectivity Revenue generated during such period net of Connectivity Revenue Share and Affiliate Fees paid or payable by Gogo to American during such period and (ii) per-session fees paid or payable by American to Gogo for Connectivity Services during such period, divided by (B) the average number of Retrofit A/C in the 2Ku Fleet on which Connectivity Service is provided during such period (expressed as an average of the month-end Retrofit A/C online count for each month in such period).

 

  3. Baseline Period” means [***]

 

  4. Measurement Period” means [***]

 

  5. [***].

 

  iii. [***].

 

  iv. [***].

 

  v. [***].

 

  vi. [***].

 

  vii. [***].

 

  d. Associated Remedies

 

  i. [***]

 

  ii. [***]

 

  e. [***]

 

  i. [***]

 

  ii. [***]

 

3. Wireless Entertainment SLA for the 2Ku Solution

Wireless Entertainment includes all components required to allow a User to stream video media contained on the server. This includes the server, all video-specific processes running on the server and the CWAPs. [***].

 

  a. Wireless Entertainment Availability Metrics

 

  i. [***].

 

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  ii. [***]

 

  iii. [***].

 

  iv. [***].

 

  b. Wireless Entertainment Service Availability Remedies: [***]

 

  i. [***]

 

  1. [***]

 

  2. [***]

 

  c. Video Content

[***].

 

  i. [***].

 

  1. [***].

 

  2. [***].

 

  ii. [***].

 

  iii. [***].

 

  1. [***].

 

  2. [***].

 

  d. Wireless Entertainment Server Health

[***].

 

  i. [***].

 

  ii. [***]

 

  iii. [***]

 

4. Exclusions for the 2Ku Solution

[***].

 

  i. [***].

 

  ii. [***].

 

  iii. [***].

 

  iv. [***].

 

  v. [***].

 

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  vi. [***].

 

5. SLA for [***]

[***]

[***]

 

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J-8


Exhibit J-2:

Service Level Agreement (SLA) for ATG Solution and ATG4 Solution

This Exhibit J-2 sets forth the Service Availability, System performance guarantee, background and excess capacity capability, bandwidth and performance guarantees, network latency and metric, packet loss and metric and Exclusions for the ATG Solution and ATG4 Solution.

 

1. Service Availability Commitment

Gogo shall ensure that the service, network and systems are up and available as set forth in this Exhibit J-2.

Service Availability includes the end-to-end network and system(s) that support data communications to and from the Retrofit A/C, which includes, but are not limited to: a) the WAPs on the Retrofit A/C, b) the ATG Solution and ATG4 Solution base-stations, towers and antennas, c) the terrestrial backbone and ground-based infrastructure, and e) Gogo’s NOC, up to the ingress/egress gateway(s) to the Internet. Service Availability does not include the Internet or PSTN.

 

  a. Service Availability is measured using a hybrid model that consists of a “Fleet Model” and an “Aircraft Model.”

 

  i. [***]

–     [***]

 

  ii. [***]

 

  1. [***].

 

  2. [***].

 

  3. [***].

 

  4. [***].

 

  5. [***].

 

  6. [***].

 

  7. [***].

 

  8. [***].

 

  iii. [***].

 

  iv. [***]

[***].

 

  v. [***]

[***].Table J-1

 

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[***]

 

  vi. [***]

 

  1. [***]

 

  2. [***].

 

  3. [***].

 

  4. [***].

 

2. System Performance Guarantee

 

  a. [***]

 

  b. [***]

 

  c. [***]

 

3. Background and Excess Capacity Capability

 

  a. [***]

 

  b. [***]

 

4. Bandwidth and Performance

Bandwidth and performance guarantees ensure that Gogo is meeting commitments related to system performance and customer experience. The following parameters are measured and reported per Retrofit A/C/tail number:

 

  a. Measureable parameters for Internet access

 

  i. [***]

 

  ii. [***]

 

  iii. [***]

 

  b. Process

 

5. [***]Network Latency and Metric

[***]

 

  a.

Table J-2

[***]

 

6. Packet Loss and Metric

 

  a. [***]

 

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  b. [***]

Table J-3

[***]

 

  c. Packet Loss Performance Remedy

Table J-4 of this Exhibit J-2 provides the amount due to American in the event system performance guarantee service levels are not met.

[***]

 

  d. Remedy Payments for Missed Performance Guarantees Service Availability

In the event that the performance guarantees are not maintained based on the metrics set forth in Section 4 of this Exhibit J-2, remedies shall be provided or settled between American and Gogo as agreed to in the Agreement.

 

7. Wireless Entertainment SLA for the ATG Solution and ATG4 Solution

Wireless Entertainment includes all components required to allow a User to stream video media contained on the server. This includes the server, all video-specific processes running on the server and the CWAPs.

 

  a. [***]

 

  i. [***].

 

  b. [***]

 

  c. [***].

 

  d. The number of functional CWAPs required depends upon the number of CWAPs equipped on the A/C as shown below.

[***]

 

  e. [***].

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

J-11


  i. [***]

 

  1. [***]

 

  2. Wireless Entertainment MSF is as set forth in Section 2.2.3 of Exhibit D.

[***]

 

  f. Video Content

The metrics in this Section 7(f) of Exhibit J-2 pertain to the timeliness of updates and completeness of the media files contained on the Wireless Entertainment server.

 

  i. [***].

 

  1. [***].

 

  2. [***].

 

  ii. Wireless Entertainment library content means the total number of titles per tail. [***].

 

  iii. [***].

 

  1. [***].

 

  2. [***].

 

  g. Wireless Entertainment Server Health

The Wireless Entertainment server holds all Video Content and the processes which run on the server used to serve up the Video Content.

 

  i. [***].

 

  ii. [***]

 

  iii. [***].

 

8. Exclusions for the ATG Solution and ATG4 Solution

[***].

 

9. [***]Exclusions for Wireless Entertainment

 

  a. [***].

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

J-12


Exhibit K:

2Ku Usage Reports1

 

1. General:

 

  1.1. All reporting shall be subject to any restrictions imposed by applicable law and the Parties’ customer privacy policies, as applicable.

 

  1.2. Gogo shall provide American visibility into the status and performance of Gogo Services using Dashboards supported by live, near real-time and periodic reports. For the avoidance of doubt, some or all of the reports to be provided by Gogo described herein require information to be provided by American pursuant to Section 10.6 of the Agreement. Gogo’s standard Dashboards and reports include the following categories of information:

[***]

 

2. Definitions

 

  2.1. Dashboard: A “Dashboard” is a data visualization tool that displays the current status of key Gogo Service performance indicators. Dashboards shall include map-based, graphical or tabulated information. Reports shall be delivered through the Dashboard or via file share for less-frequently delivered data.

 

  2.2. Periodic Report: Periodic reports shall include tabulated or graphical information related to the Gogo Services. Each report will pertain to a specific period of performance. Reports shall be made available to authorized American users online through Gogo’s online portal or via email.

 

3. Connectivity Reporting

 

  3.1. Connectivity: Gogo shall provide American access to mutually agreed ad-hoc reports related to Connectivity Services and other operational services including categories marked “Comply” in the Appendix D of the Compliance Matrix and other reports as agreed.

 

  3.1.1. Exclusions: [***].

 

  3.1.2. Maintenance: [***].

 

  3.2. Service Availability reporting via the Service Availability and performance analytics tool:

 

  3.2.1. [***].

 

  3.2.2. [***].

 

  3.2.3. [***].

 

4. Reporting Requirements

 

  4.1. Online reports and Dashboards will be browser based. These will primarily be designed for consumption on desktops/laptops, but may be accessed from Internet-enabled smaller/handheld devices.

 

1  Usage Reports for ATG and ATG4 aircraft and flights will be delivered as are currently delivered prior to execution of this Agreement as referenced in in Section 11.3 of the Agreement.

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

K-1


  4.2. Online reports and Dashboards shall be available to American’s authorized users only. Gogo will implement reasonable security/access control mechanisms including sign-in with a username/password, periodic reset of password, etc.

 

  4.3. Online reports and Dashboards shall provide drill-down capability as needed.

 

  4.4. Reports shall be auditable and exportable in various industry standard formats, including, PDF, CSV, Excel, etc.

 

  4.5. Any changes requested to Dashboards or reports will follow the MCP process outlined in Section 3.3.6 of the Agreement.

 

5. Wireless Entertainment Dashboard

General. Wireless Entertainment Dashboard: [***]

 

  5.1. [***].

 

  5.2. [***]

 

  5.2.1. [***]

 

  5.2.2. [***]

 

  5.2.3. [***]

 

  5.2.4. [***]

 

  5.2.5. [***]

 

  5.2.6. [***]

 

  5.2.7. [***]

 

  5.2.8. [***]

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

K-2


Exhibit L:

Wireless Entertainment

This Exhibit L is intended to set forth the Parties’ respective rights and obligations with respect to Wireless Entertainment. For the avoidance of doubt, except where the context of the Agreement otherwise requires, the equipment, software and services described herein shall constitute Equipment, Software and Wireless Entertainment, respectively, as such terms are defined in the Agreement.

 

1. Scope

Wireless Entertainment shall provide wireless access to American’s onboard Video Content library enabling wireless streaming entertainment services on passenger devices on Retrofit A/C. Wireless Entertainment consists of [***].

 

2. Features and Functionalities

[***].

[***].

[***].

[***].

[***].

[***].

[***].

[***].

[***].

 

3. Content Ingestion and DRM Service

Gogo will provide the following services to support Video Content ingestion and DRM services:

Content Ingestion:

[***].

 

4. American’s Content Responsibilities:

[***].

[***].

[***].

[***].

[***].

[***].

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

L-1


5. Gogo’s Content Responsibilities

[***].

[***].

 

6. [***]

[***].

[***].

Figure L-1.

[***]

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

L-2


Exhibit M:

Subscriptions and Single Sign-on Common Portal

 

1. Subscriptions

 

  1.1. [***].

 

  1.2. [***].

 

  1.3. [***].

 

  1.4. [***].

 

  1.5. [***].

 

  1.6. Pricing as it relates to this Section 1 is outlined in Section 3.6 of Exhibit D.

 

2. [***]

 

  2.1. [***].

 

  2.2. [***]

 

  2.2.1. [***].

 

  2.2.2. [***].

 

  2.2.3. [***].

 

  2.3. [***]

 

  2.3.1. [***].

 

  2.3.2. [***].

 

  2.3.3. [***].

 

  2.3.4. [***].

 

  2.3.5. [***].

 

  2.3.6. [***].

 

  2.4. [***].

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

M-1


Exhibit N:

Services and Pricing for American Operational Use

Gogo has granted American access to Gogo’s Air-to-Ground link and the satellite link (individually, a “Link” and collectively, the “Links”) for the purposes of enabling airline business applications. Gogo will work with American to define and implement such airline business applications as American desires to enable over either or both Links, and to designate whether such applications will be deemed Operational Applications or Other Airline Business Applications (as each term is defined in this Exhibit N). (a) “Operational Applications” means applications that use Passenger Grade Operational Data; (b) “Passenger Grade Operational Data” means operational data, originating from application on an American-owned or issued device, which is integrated by American, and will have the same priority and be at least as secure as general passenger use of the Internet and will be entitled to the same network performance, use profile and reliability as such general use; and (c) “Other Airline Business Applications” means applications that may require increased levels of security, reliability, priority, integration, hosting, support, performance or use profile beyond Passenger Grade Operational Data, including any machine-to-machine transmissions.

Operational Applications are subject to the associated [***] charge set forth in Section 3.1 of Exhibit D. In the event any additional work is required to develop and implement an Operational Application, the Parties will negotiate in good faith and develop an SOW, if necessary. [***].

[***]

In the event that American notifies Gogo that it wishes to use either Link for additional Other Airline Business Applications, American and Gogo will negotiate in good faith and reflect in an SOW: (i) the desired operating and performance characteristics of the application, (ii) the integration services to be provided by Gogo in connection with such application, (iii) the price to be charged by Gogo for such integration service, and (iv) such other terms specific to such applications as the Parties agree upon.

Gogo will work with American and/or third-party providers in good faith to integrate and test, to the extent necessary, Other Airline Business Applications on a timely basis. For the avoidance of doubt, Gogo will not be obligated to increase the certification level of the System. If the normal operation of the System would be negatively affected by the integration of any airline business application under this Agreement, American and Gogo will work together in good faith to ensure that such conflicts are resolved.

In addition to the integration and testing described above, either Gogo or American may develop, independently, jointly or with third parties, airline business applications that may be enabled over the Link(s), although neither Party has any obligation to do so. [***].

Gogo represents and warrants that the Links will have the ability to prioritize data transfer. American and Gogo will work together in good faith to assign priorities that meet American’s business requirements without (except as required for safety or medical emergencies) negatively impacting the passenger connectivity experience or Gogo’s ability to meet its service level obligations set forth in any applicable SLA described in Exhibit J. Gogo will use commercially reasonable efforts to ensure that the delivery of data over the Links is consistent with the agreed-upon priority levels. If the priorities requested by American could impair Gogo’s ability to meet its obligations under the applicable SLA, Gogo will, upon American’s request, work in good faith with American to revise the applicable SLA; provided, however, that nothing in this Exhibit N or the Agreement will require Gogo to agree to or implement any prioritization of airline business applications that, in Gogo’s reasonable judgment, could negatively impact the reputation of the Gogo brand or Gogo’s ability to meet its obligations under service level agreements with other airlines.

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

N-1


In the event that Gogo or American enters into a contract with a third party for airline business applications, the contracting Party will ensure the third party is in compliance with all applicable laws, rules, regulations and certifications. Gogo’s and American’s obligations with regard to compliance are outlined in Sections 9.5 and 10.3, respectively, of the Agreement.

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

N-2


Exhibit O

[RESERVED]

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

O-1


Exhibit P:

Change Request Form

 

  

Master Change Proposal (MCP)

 

   No.                         
Project           
              
Project Stage           
              
Subject of this MCP           
              
This MCP is initiated by:           
                    
              
 
Reference Document(s)           
                          
              
 
Scope:     
              
 
Assumption:     
              
 
Work covered by this MCP:     
              
 
Implementation Plan:     
                          
              
 
MCP Validation     
                          
              
Non-recurring Costs               
   Labor Rate Used: [     ]         
   [Work Type]    X    [Labor Hours]    =    $
              

 

   [Work Type]    X    [Labor Hours]    =    $
              

 

   [Work Type]    X    [Labor Hours]    =    $
   NRE Total             $
              

 

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

P-1


 

Recurring Costs

         
              
   Per Shipset    $         
              
   Total Shipsets    $         
   Total Recurring    $         
     

 

        
              
           
Responsibility (%)               
   Supplier    %         
              
   American    %         
              
                          
Weight Impact               
   Per Shipset              
              
                          
Schedule Impact               

If approved MCP is received by [date], the following schedule will apply.

 

        
   Work Type              
              
   Work Type              
              
   Time to Perform Change              
              
   Impact to delivery              
              
                          
Service Bulletin:                   Yes       No   
   
Will a service bulletin be required?                   
             (If yes) Completion Date                 
              
Change on new deliveries?                   
              
                          

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

P-2


Approved by Gogo (Vice President)    Accepted by American:
Gogo Signature:    American Signature:
______________________   
Date:____________    Date:____________

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

P-3


Exhibit Q:

Coverage and Regulatory Approval for Technology Types

 

1. Coverage

General coverage is set forth below:

ATG Solution/ATG4 Solution:

[***].

2Ku Solution:

[***].

Gogo is regularly adding new coverage to its 2Ku network. As new satellites are launched and new agreements executed, the map in Section 1.2 of this Exhibit Q will be maintained by Gogo as a representation of its 2Ku coverage and updates will be available to American throughout the Term upon request and with reasonable notice.

 

  1.1. ATG Solution and ATG4 Solution Coverage Area

[***]

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

Q-1


  1.2. 2Ku Solution Coverage Area

[***]

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

Q-2


2. Regulatory Approval

As of the Effective Date, regulatory approval has been obtained according to the maps below for each Technology Type.

 

  2.1. ATG Solution and ATG4 Solution Regulatory Approval

[***]

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

Q-3


  2.2. 2Ku Solution Regulatory Approval

[***]

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

Q-4


Exhibit R:

[***]

[***].    

Gogo Obligations:

[***]

American Obligations:

[***]

Changes in Scope:

[***]

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

R-1


Exhibit S:

Charter Services

This Exhibit S addresses certain flight segments on Retrofit A/C on which American provides charter services for certain professional sports teams, personnel, staff and guests, and other organizations, and wishes to provide the Connectivity Services on the terms described below (each, a “Charter Flight”).

 

1. American Obligations. [***].

 

2. Gogo Obligations. [***].

 

3. Pricing and Invoices. [***].

 

4. Taxes. [***].

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

S-1


Exhibit T

[RESERVED]

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

T-1


Exhibit U

[RESERVED]

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

U-1


Exhibit V:

Proprietary Rights and Data Security Exhibit

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

V-1


[***].

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

V-2


Appendix 1

[Attached]

 

 

American Airlines, Inc. and Gogo LLC

Confidential and Proprietary Information

Appendix 1-1


Summary

[***]

 

1


Table of Contents

 

LOGO
Requirements Document Summary

 

Scope Sections

  

Owners

  

Requirement Specifications Description

Summary    [***]    RFP Summary
Appendix A1B    [***]    Usage Data Elements
Appendix A1C    [***]    Cabin Crew Requirements
Appendix A2A    [***]    Marketing Connectivity Functional Requirements
Appendix A2B    [***]    Connectivity Graphics
Appendix A2C    [***]    A319 & A320 Bandwidth Allocation
Appendix A2D    [***]    B737 Bandwidth Allocation
Appendix A2E    [***]    A321H & A321S Bandwidth Allocation
Appendix A2F    [***]    Wireless Entertainment Content Sizing
Appendix A3    [***]    WISP Requirements
Appendix B2    [***]    Engineering Technical Connectivity Specifications
Appendix B3    [***]    BITE Data
Appendix B4    [***]    Certification
Appendix C    [***]    Program Management
Appendix D    [***]    SLA and Reporting
Appendix E1    [***]    Core Software Requirements
Appendix E2    [***]    IT Connectivity Requirements
Appendix E3    [***]    Rack Support
Appendix E4    [***]    IT PCI Security
Appendix F1    [***]    Training – Flight Services
Appendix F2    [***]    Maintenance – Training and Spares
Appendix G    [***]    On-Site Representative
Appendix J    [***]    Bidder Capacity Worksheet
Appendix K    [***]    Glossary/Acronyms
Appendix L2D    [***]    A320F Connectivity & Wireless Ent. Antenna Drag and Fuel Burn
Appendix M1    [***]    Connectivity & Wireless Ent. Service Level Availability
Appendix M2    [***]    [***]
Appendix N    [***]    Details of Product Offering
Appendix O    [***]    Technology Roadmap
Appendix P    [***]    Connectivity Coverage & Future Expansion
Appendix R1    [***]    Supported Services
Appendix R2    [***]    Server Specifications (Updated Specs)
Appendix S    [***]    SATCOM Antenna & Radome
Appendix T    [***]    Additional Warranty Details for each product and fleet
Appendix U    [***]    Additional Certification and Design Information
Appendix V    [***]    Additional Reliability Information
Appendix W    [***]    Additional Wireless Entertainment Information

 

2


Appendix A1B

[***]

 

3


Appendix A1C

[***]

 

4


Appendix A2A

[***]

 

5


Appendix A2B

[***]

 

LOGO

 

6


Appendix A2C

[***]

 

7


Appendix A2F

[***]

 

8


Appendix A3

[***]

 

9


Appendix B2

[***]

 

10


Appendix B3

[***]

 

11


Appendix B4

[***]

 

12


Appendix C

[***]

 

13


Appendix D

[***]

 

14


Appendix E1

[***]

 

15


Appendix E2

[***]

 

16


Appendix E3

[***]

 

17


Appendix E3

[***]

 

18


Appendix E4

[***]

 

19


Appendix F1

[***]

 

20


Appendix F2

[***]

 

21


Appendix G

[***]

 

22


Appendix J

[***]

 

23


Appendix K

 

LOGO   Master Technical Compliance Matrix Form
  Glossary/Acronyms
All AA Requirements below should be available by EIS   

 

Item

  

Definitions

  

Description

1    Acronyms   
2    A/C    Aircraft
3    A/D    Analog-to-digital
4    AA    American Airlines, Inc.
5    AAC    airline administrative communications
6    ABM    Apogee Booster Motor
7    AC    Advisory Circular (FAA publication)
8    AC    Alternating Current
9    ACARS    Aircraft Communications Addressing and Reporting Systems
10    ACARS    airplane communications addressing and reporting system
11    ACARS    ARINC Communication Addressing Reporting System
12    ACAST    Advisory Committee on the Application of Science and Technology to Development (United States)
13    ACC    Antenna Control Console
14    ACD    Automatic Call Distribution
15    ACE    actuator control electronics
16    ACE    Audio Connecting Equipment
17    ACI    Adjacent Channel Interference
18    ACMF    airplane condition monitoring function
19    ACMP    AC-powered electric motor pump
20    ACMS    airplane condition monitoring system
21    ACOS    Attitude and Orbit Control System
22    ACS    Attitude Channel Interference
23    ACTS    Advanced Communication Technology Satellite (USA)
24    ACU    Antenna Control Unit
25    AD    Airworthiness Directive
26    AD    Airworthiness Directive
27    ADA    American Disabilities Act
28    ADA    American Disabilities Act
29    ADACS    Attitude Determination and Control System
30    ADB    Area Distribution Box
31    ADCE    Attitude Determination and Control Electronics
32    ADCN    Advanced Drawing Change Notice
33    ADCN    Advanced Drawing Change Notice
34    ADCS    Attitude Determination and Control Subsystem
35    ADF    automatic direction finder
36    ADI    attitude direction indicator
37    ADK    application development kit
38    ADM    air data module
39    ADM    Adaptive Delta Modulation
40    ADPM    Adaptive Differential Pulse Code Modulation
41    ADS    automatic dependent surveillance
42    ADS-B    Automatic Dependent Surveillance – Broadcast
43    AE    American Eagle Airlines
44    AEEC    American Environmental and Engineering Consultants
45    AEG    Aircraft Evaluation Group
46    AF    Audio Frequency
47    AFC    Automatic Frequency Control
48    AFDC    autopilot flight director computer
49    AFDF    autopilot flight director function
50    AFDS    autopilot flight director system
51    AFETR    Air Force Eastern Test Ranges

 

24


Appendix K

 

LOGO   Master Technical Compliance Matrix Form
  Glossary/Acronyms

 

All AA Requirements below should be available by EIS

Item

  

Definitions

  

Description

52    AFF    auto flight function
53    AFM    airplane flight manual
54    AFN    ATS facilities notification
55    AGC    Automatic Gain Control
56    AGL    above ground level
57    A-H    Amp-House; Ampere Hour
58    AHM    Airplane Health Management
59    AHRU    attitude heading reference units
60    AIAA    American Institute of Aeronautics and Astronautics (USA)
61    AIM    Aeronautical Information Manual
62    AKM    Apogee Kick Motor
63    ALT    Altitude
64    AM    Amplitude Modulation
65    AM    Apogee Motor
66    A-MAC    Type A Multiplexed Analog Components
67    AMF    Apogee Motor Firing
68    AMI    airline-modifiable information
69    AMM    Aircraft Maintenance Manual
70    AMM    Airport Moving Map
71    AMR    AMR Corporation, parent company of American Airlines, Inc.
72    AMS    Attitude Measurements Sensor
73    AMSS    Aeronautical Mobile Satellite Service
74    AMT    Aviation Maintenance Technician
75    ANC    Automatic Nutation Control
76    ANP    actual navigation Path
77    ANSI    American National Standards Institute
78    ANTEL    Administration Nacional de Telecomunicaciones
79    AOA    ACARS over avionics / angle of attack
80    AOC    Airline Operational Control
81    AOC    airline operational communications / airline operational control
82    AOD    Audio On Demand
83    AOD    Audio on Demand
84    AOR    Atlantic Ocean Region
85    AOS    Attitude and Orbit Control Subsystem
86    AOTS    Advanced Orbital Test Satellite (ESA)
87    APC    Autonomous Payload Controller
88    APC    Adaptive Predictive Coding
89    APCS    Autonomous Payload Control System
90    APD    Avalanche Photodiode Detector
91    APE    Antenna Positioning Electronics
92    APEX    Satellite Network (France)
93    APKS    Amplitude-Phrase- Keyed System
94    APM    aircraft performance monitoring
95    APM    Antenna Positioning Mechanism
96    APS    auxiliary power system
97    APS    Auxiliary Power Supply
98    APU    Auxiliary Power Unit
99    APU    auxiliary power unit
100    ARA    Angular Rate Assembly
101    ARC    Administrative Radio Conference (ITU)
102    ARENTO    Telecommunications Organization (Arab Republic of Egypt)

 

25


Appendix K

 

LOGO   Master Technical Compliance Matrix Form
  Glossary/Acronyms

 

All AA Requirements below should be available by EIS

Item

  

Definitions

  

Description

103    ARINC    Aeronautical Radio Incorporated
104    ARINC    aeronautical radio Inc.
105    ARINC    Aeronautical Radio Incorporated
106    ARINC    Aeronautical Radio Inc.
107    ARINC    Aeronautical Radio Inc.- Advance Research Projects Agency (USA)
108    ARM    Aircraft Reporting Malfunction
109    ARMS Form    ACARS Reported Maintenance System
110    ARMS form    ACARS Reported Maintenance System
111    ARPA    Advanced Research Projects Agency (USA)
112    ARQ    Automatic Repeat Request
113    ARTI    Arab Regional Telecommunications Institute
114    ASA    airline service agreement
115    ASA    American Standards Association
116    ASBU    Arab States Broadcasting Union
117    ASCIL    American Standard Code for Information Interchange
118    ASCO    Arab Satellite Communications Organization
119    ASEAN    Association of South East Asian Nations
120    ASI    Italian Space Agency
121    ASIN    Action of National Information Systems
122    ASM    application specific module
123    ASO    airline selectable options
124    ASOT    airline selectable options tool
125    ASP    attendant switch panel
126    ASR    Automatic Send and Receive
127    ASTM    American Society of Testing and Materials
128    ASU    Acquisition and Synchronization Unit
129    AT    Acceptance Test
130    ATA    Air Transport Association
131    ATA    Air Transport Association
132    ATB    All Trucks Busy
133    ATC    Air Traffic Control
134    ATC    air traffic control
135    ATC    Adaptive Transform Coding
136    ATDA    Augmented Target Docking Adaptor
137    ATG    Air to Ground
138    ATME    Automatic Transmission Measuring Equipment
139    ATN    Aeronautical Telecommunications Network
140    ATN    aeronautical telecommunication network
141    ATOS    Air Transport Oversight System
142    ATP    alerting and transponder control panel
143    ATS    air traffic services
144    ATU    Arab Telecommunications Union
145    AU    Astronomical Unit
146    AVC-D    audio/video controller—digital
147    AVD    Alternate Voice/Data
148    AVOD    Audio and Video On Demand
149    AZ    Azimuth
150    B    Magnetic Field Strength
151    B    Byte (8 bits)
152    B/C    Business Class
153    B/C    Business Class

 

26


Appendix K

 

LOGO   Master Technical Compliance Matrix Form
  Glossary/Acronyms

 

All AA Requirements below should be available by EIS

Item

  

Definitions

  

Description

154    BAI    Balkonur Launch Complex (Russia)
155    BAPTA    Bearing and Power Transfer Assembly
156    BB    Baseband
157    BBC    British Broadcasting Corporation
158    BBC    Block check character
159    BBTM    Beam-to-beam Traffic Matrix
160    BBU    Baseband Unit
161    BC    battery charger
162    BCD    Binary Coded Decimal
163    BCW    Burst Codewords
164    BDE    Baseband Distribution Equipment
165    BDF    Baseband Distribution Frame
166    BDLC    Bisync Data Link Control
167    BDU    Baseband Distribution Unit
168    BEF    Band Elimination Filter
169    BEGSS    Boeing ePlane Ground Support System
170    BER CONT    Bit Error Rate Continuous
171    BET    Boeing equivalent thrust
172    BEX    Broadband Exchange
173    BEZEK    The Israel Telecom Corporation Ltd.
174    BFE    buyer-furnished equipment
175    BFO    Beat Frequency Oscillator
176    BFSK    Binary Frequency Shift Keying
177    BIH    Bureau Internatioanle de l’heure (International Time Bureau)
178    BINR    Basic Intrinsic Noise Ratio
179    BIPM    Bureau International de Poldes et Meaures (International Bureau of Weights and Measures)
180    BIT    Built In Test
181    BIT    Built In Test
182    BITE    built-in test equipment
183    BLD    Binary Load Dump (Spade)
184    BLK    Block
185    B-MAC    Type B Multiplexed Analog Components
186    BO    Backoff
187    BOB    Buy-On-Board
188    BOD    Beneficial Occupancy Date
189    BOL    Beginning of Life
190    BONAC    Broadcasting Organization of the Non-Aligned Countries
191    BOS    Back Office System
192    BP    Bandpass
193    BPCU    bus power control units
194    BPF    Bandpass Filter
195    BPI    Bits Per Inch
196    BPS OR BIT/S    Bit Per Second
197    BPSK    Bi-Phrase Shift Keyed
198    BSBD    Baseband
199    BSC    Binary Synchronous Protocol
200    BSFX    Burst Sync Failure (SPADE)
201    BSI    British Standards Institution (UK)
202    BSM    Baseband Switch Matrix
203    BSS    Broadcasting Satellite Service
204    BST    Block the Spade Terminal Command

 

27


Appendix K

 

LOGO   Master Technical Compliance Matrix Form
  Glossary/Acronyms

 

All AA Requirements below should be available by EIS

Item

  

Definitions

  

Description

205    BSU    Baseband Switching Unit
206    BT    British Telecom
207    BTE    Bench Test Equipment
208    BTI    British Telecommunications International (UK)
209    BTR    Bit Time Recovery
210    BTU    British thermal Unit
211    BU    Baseband Unit
212    BUC    Block Up Converter
213    BUV    Backscatter Ultraviolet
214    BVU    Brightness Value Unit
215    BW    Bandwidth
216    BWR    Bandwidth Radio
217    C    Celsius; Centigrade, Coulomb
218    C AND DH    Control and Data Handling
219    C/I    Carrier-to-Interference Ratio
220    C/I    Carrier/Interference Ratio
221    C/N    Carrier -to-Noise Ratio
222    C/N    Carrier/Noise Ratio
223    C/NO    Carrier-to-Noise Density
224    C/T    Carrier-to-Temperature Ratio
225    C/T    Carrier/Noise Temperature Ratio
226    CA    Captain
227    CAH    cabin attendant handset
228    CALEA    Commission on Accreditation for Law Enforcement Agencies
229    CAN    controller area network
230    CANTO    Caribbean Association of National Telecommunications Operators
231    CAP    cabin attendant panel
232    CAR    Channel Assignments Record
233    CASSA    Coarse Analog Sum Sensor Assembly
234    CATV    Community Antenna Television
235    CBIC    circuit breaker indication and control
236    CC    Common Carrier
237    CCC    Customer Care Center
238    CCD    cursor control device
239    CCFK    Continuity Check Failute (SPADE)
240    CCFL    Cold Cathode Fluorescent Lamp
241    CCI    Comite Consultatif International (International Consultative Committee)
242    CCIR    Comite Consultatif International de Radio (International Radio Consultative Committee) (ITU)
243    CCIS    US/ATT, Common Channel Interoffice Signaling (USA)
244    CCITT    Comite Consulatif International des Telephones et Telegraphes (International Telephone and Telegraph Consultive Committee (ITU)
245    CCR    common computing resource
246    CCS    common core system
247    CCT    Cabin Control Terminal
248    CCT    Cabin Control Terminal
249    CCT    Continuity Check Transceiver
250    CCTS    Coordinating Committee on Satellite Communications
251    CD    Crystal Detector
252    CDA    Command and Data Acquisition (Station)
253    CDE    Control and Display Equipment
254    CDF    Carrier Distribution Frame
255    CDHP    Command and Data Handling Package

 

28


Appendix K

 

LOGO   Master Technical Compliance Matrix Form
  Glossary/Acronyms

 

All AA Requirements below should be available by EIS

Item

  

Definitions

  

Description

256    CDL    Configuration Deviation List
257    CDMA    Code Division Multiple Access
258    CDN    common data network
259    CDR    Critical Design Review
260    CDR    Critical Design Review
261    CDU    control display unit
262    CEC    cabin equipment center
263    CEE    Communaute Europeenne Economique (European Economic Community)
264    CENTO    Central Treaty Organization
265    CEPT    European Conference on Postal and Telecommunications Administrations
266    CES    Coast Earth Station (Inamoratas)
267    CETS    European Conference on Satellite Communications
268    CETTEM    Center of Telecommunications for the Third World
269    CFM    Companded FM
270    CFR    Code of Federal Regulations
271    CFR    Code of Federal Regulations
272    CFRP    carbon fiber reinforced plastic
273    CG    center of gravity
274    CG/MOI    Center of Gravity/Moment of Inertia
275    CGMS    Coordination of Geostationary Meteorological Satellites
276    CGPM    General Conference of Weights and Measures
277    CH    Channel
278    CHU    Channel Unit (Spade)
279    CIC    Common Interface Circuit
280    CIC    Cover Integrated Cell
281    CICT    Centre International de Control Technique (International Technical Control Center) (ITCC)
282    CID    Cathode Imaging Detector
283    CIS    crew information system
284    CISPR    International Special Committee on Radio Interference
285    CITE    Cargo Integrated Test Equipment
286    CKR    Receive Bit Clock
287    CKT    Circuit
288    CKT    Transmit Bit Clock
289    CL    cabin lighting
290    CLI    Command-line interface
291    CLK    Clock
292    CLR    Clear
293    C-MAC    Type C Multiplexed Analog Components
294    CMBD    Joint Committee on Circuit Noise and Availability
295    CMCF    central maintenance computing function
296    CMCS    central maintenance computing system
297    CMD    Command
298    CME    Circuit Multiplication Equipment
299    CMEA    Council on Mutual Economic Assistance
300    CMI    Joint International Committee for Tests Relating to the Protection of Telecommunication Lines and Underground Ducts
301    CMI    Crew Management Interface
302    CMO    Certificate Management Office
303    CMOS    Complementary Medal Oxide Semiconductor
304    CMR    Cellular Mobile Radio
305    CMS    central maintenance system
306    CNES    Centre National d’Etudes des Spatiales (France)

 

29


Appendix K

 

LOGO   Master Technical Compliance Matrix Form
  Glossary/Acronyms

 

All AA Requirements below should be available by EIS

Item

  

Definitions

  

Description

307    CNES    Center National d-Etudes Spatials (French NASA)
308    CNET    Centre National d’Etudes des Telecommunications (France)
309    CNR    Consiglio Nazionale Delle Ricerche (Italy)
310    CNR    Carrier/Thermal Noise Ratio
311    CNSS    Center for National Space Study
312    CO    Circuit Order
313    COAX    Coaxial Cable
314    CODEC    Coder-Decoder
315    CODEC    Coder-Decoder
316    COM    Computer Output Microfilm Campanding Compression and Expansion
317    CONG    Congestion Error Control
318    CONUS    Continental United States (Coverage)
319    CO-ORD    Coordination Channel
320    COP    Communications Operations Plan
321    CO-POL    Co-Polarization
322    COPS    Command Operations
323    CoS    Class of Service
324    COSMOS    European Multinational Industrial Consortium
325    COSPAR    Comite Mondial de la Rechereche Spatiale (World Committee on Space Research) (ICSU-UN)
326    COSTED    Committee on Science and Technology in Developing Countries (ICSU-UN)
327    COTS    Commercial Off The Shelf Solution
328    COTS    Commercial Off The Shelf
329    CP    Circular Polarization
330    CPC    Committee for Programs and Coordination of ECOSOC
331    CPCS    cabin pressure control system
332    CPDLC    controller/pilot data link communication
333    CPE    Customer Premises Equipment
334    CPES    Customer Premises Earth Station
335    CPFSK    Continuous Phase Frequency Shift Keying
336    CPS    Cycles per Second
337    CPSK    Coherent Phase Shift Keying
338    CPU    Central Processing Unit
339    CPU    Central Processing Unit
340    CR    Carrier Recovery
341    CR AND T    Command, Ranging, and Telemetry
342    CRAN    Command Receive Antenna
343    CRBW    Carson Rule Bandwidth
344    CRC    Cyclic Redundancy Code
345    CRD    Critical Review Design
346    CRD    Customer Requirements Document
347    CRES    corrosion resistant steel
348    CRPL    Central Radio Propagation Laboratory
349    CRT    Cathode Ray Tube
350    CRTO    Centre Rigionali (Italy)
351    CRTS    Cellular Radio Telephone Service
352    CRYO    Cryogenic
353    CSC    Common Signaling Channel Demodulator
354    CSCE    Communications Subsystem Checkout Equipment
355    CSCM    Common Signaling Channel Modem
356    CSE    customer-selected equipment
357    CSG    Guiana Space Center (Center Spatial de Guyuanne)

 

30


Appendix K

 

LOGO   Master Technical Compliance Matrix Form
  Glossary/Acronyms

 

All AA Requirements below should be available by EIS

Item

  

Definitions

  

Description

358    CSM    Communications Systems Monitoring
359    CSM    Commission for Synoptic Meteorology
360    CSME    Communications Systems Monitoring Equipment
361    CSOC    Consolidated Space Operations Center
362    CSP    Content service provider
363    CSS    Cabin Service System
364    CSS    cabin services system
365    CSSB    Companded Sigle-Sideband
366    CSU    Constant Speed Unit
367    CSU    Channel Service Unit
368    CT    Transit Center
369    CTB    Commonwealth Overseas Telecommunications Council
370    CTE    Channel Translating Equipment
371    CTNE    Compania Telephonica National de Espana
372    CVR    cockpit voice recorder
373    CW    Carrier Wave
374    CW    Continuous Wave
375    CWAP    Cabin Wireless Access Point
376    CXR    Carrier
377    D/C    Downconverter
378    D2-MAC    Type D2 multiplexed analog components
379    DA    Demand Assignment
380    DAA    Data Access Arrangement
381    DAB    Digital Audio Broadcasting
382    DAIT    Demand Assigned International Terminal
383    DAMA    Demand Assignment Multiple Access
384    DARA