Supply And Services Agreement

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What is a Supply And Services Agreement?

A supply and services agreement is a contract between a supplier and a customer that outlines the terms of their joint supply agreement. The agreement can be for the supply of goods, services, or both. It usually includes terms like the duration of the agreement, the price of the goods or services, the delivery schedule, and other conditions.

The supply and services agreement helps to protect both parties by setting out clear expectations and ensuring that both parties are aware of their individual roles and responsibilities. This type of agreement is often used in business-to-business relationships, but can also be used in other types of relationships, such as between a landlord and tenant.

Common Sections in Supply And Services Agreements

Below is a list of common sections included in Supply And Services Agreements. These sections are linked to the below sample agreement for you to explore.

Supply And Services Agreement Sample

CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED HAVE BEEN MARKED WITH THREE ASTERISKS [***] AND A FOOTNOTE INDICATING “CONFIDENTIAL TREATMENT REQUESTED”. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

SECOND AMENDED AND RESTATED

SUPPLY AND SERVICES AGREEMENT

SOUTHWEST AIRLINES CO. AND

GLOBAL EAGLE ENTERTAINMENT INC.

THIS SECOND AMENDED AND RESTATED SUPPLY AND SERVICES AGREEMENT (this “ Agreement ”) is entered into as of December 13, 2016 (the “ Effective Date ”) by and between Southwest Airlines Co., a Texas corporation with a place of business at 2702 Love Field Drive, Dallas, TX 75235 (“ Southwest ” or “ Customer ”) and Global Eagle Entertainment Inc., a Delaware corporation with its principal place of business at 4553 Glencoe Avenue, Suite 300, Marina Del Rey, CA 90292 (“ Supplier ” or “ GEE ”).

WHEREAS, Southwest and Row 44, Inc., a subsidiary of Supplier (“ Row 44 ”), previously entered into that certain Amended and Restated Supply and Services Agreement, dated as of February 1, 2013, as amended and supplemented (the “ Original Agreement ”);

WHEREAS, prior to the Effective Date, Southwest, Row 44 and Supplier entered into that certain Assignment and Assumption Agreement, whereby Row 44 assigned all of its rights, duties, liabilities and obligations under the Original Agreement to Supplier; and

WHEREAS, this Agreement is entered into for the purpose of amending and restating the Original Agreement in order to reflect certain amendments and other provisions agreed to herein.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein set forth and intending to be legally bound, the parties hereto amend and restate the Original Agreement in its entirety and hereby enter into this Agreement pursuant to the provisions and upon the terms and conditions contained herein, and hereby agree as follows:

ENGAGEMENT AND STATEMENTS OF WORK .

Section 1.01 Performance of Services .

(a) Southwest engages Supplier to provide Products (defined below) and perform services associated with satellite-based inflight entertainment and internet access which may include the provision of certain deliverables and which are further described in the Schedules (defined below) attached hereto (collectively with the Products, the “ Services ”), which shall be deemed incorporated into and governed by the terms of this Agreement. All physical items of machinery and other physical equipment referenced in Schedules, POs, SOWs, change orders or other written instructions issued by Southwest are collectively referred to herein as “ Equipment ”. All software, firmware, internal code, and operating systems licensed by Southwest pursuant to this Agreement, including, without limitation, any associated with the Equipment, and all other computer programs including any updates, modifications, enhancements, or new releases of the same are collectively referred to herein as “ Software ” and collectively with Equipment are referred to herein as “ Products .” For purposes of this Agreement, “ Schedules ” means the schedules attached to this Agreement that specify the Services to be purchased or licensed by Southwest, applicable prices and charges, and any other terms and conditions specific to the Services.

(b) Supplier shall promptly notify Southwest in writing upon becoming aware of any circumstances that may reasonably be expected to jeopardize the timely and successful completion (or delivery) of any Service, or in meeting any of the other requirements of this Agreement.

Section 1.02 Additional Services . Additional Services may be agreed to as described in the Schedules, Southwest Purchase Order (“ PO ”) or Statement of Work (“ SOW ”) documents executed during the Term (defined below) of this Agreement by an authorized representative from each party. Each SOW shall contain: (i) a detailed description of the Services to be performed, (ii) the amount, schedule and method of compensation to be paid to Supplier by Southwest; and (iii) the term of the SOW, if different from the term of this Agreement. Each Schedule, PO and/or SOW issued pursuant to this Agreement shall be deemed incorporated into and governed by the terms of this Agreement, and Supplier’s provision of Services shall be governed by this Agreement as supplemented by the terms of the applicable Schedule, PO and/or SOW. Where the terms of a PO or SOW conflict with the terms of this Agreement and the Schedules, which existed prior to such PO or SOW, the terms of this Agreement and the applicable Schedule(s) shall prevail, except to the extent that the PO or SOW expressly states a specific provision of this Agreement or Schedule is to be overridden or modified.

Section 1.03 Changes to a Schedule, PO or SOW . Upon reasonable notice to Supplier, Southwest may at any time, in writing, make reasonable changes in the work described

in a Schedule, PO or SOW. *** All modifications to a Schedule, PO or SOW (including any equitable adjustment) must be set forth in a written amendment to such Schedule, PO or SOW.

Section 1.04 Manner of Performance .

(a) Supplier shall provide the Services in compliance with the following (and any conflict between or among the requirements described in clauses (i), (ii) and (iii) of this Section 1.04 shall be resolved by giving priority and precedence in the following order):

(b) If the Supplier Group (as defined below) fails to provide the Services in accordance with the applicable Service Levels, Supplier shall pay to Southwest the applicable Performance Credit (as defined in the applicable Schedule(s)) under and in accordance with the applicable Schedule(s) in recognition of the diminished value of the Services resulting from the Supplier Group’s failure to meet the agreed upon level of performance, and not as a penalty or liquidated damages. If Southwest recovers monetary damages from Supplier as a result of the Supplier Group’s failure to provide the Services in accordance with the Service Levels, Supplier shall be entitled to set-off against such damages any Performance Credits paid for the failure(s) giving rise to such recovery. *** In no case shall Southwest be required to notify Supplier that a Performance Credit is due as a condition of payment of the same. Where Supplier fails to pay to Southwest a Performance Credit, Southwest shall *** No more than quarterly, Southwest or Southwest’s agent shall have the right to audit the Supplier Group’s books, records, and measurement and auditing tools to ensure adherence to Service Levels and to determine correct payment of Performance Credits. Where it is determined that Performance Credits were due to Southwest but not paid, Supplier shall owe to Southwest the applicable Performance Credits plus the reasonable and actual cost of the audit.

(c) Supplier shall *** for Southwest’s review and approval that are consistent with ***. Supplier shall *** to satisfy its other obligations under this Agreement. Supplier shall keep all Products ***

(d) If Southwest is financially responsible for any resource acquired by Supplier under this Agreement, or if any resource is to be acquired by Supplier in Southwest’s name, Supplier shall obtain Southwest’s prior approval of the acquisition of such resource and the terms on which such resource is acquired, including the terms of any associated contract.

Section 1.05 Procedures Manual . Prior to *** Supplier shall provide Southwest an initial Procedures Manual (as defined below). Thereafter *** and subject to approval by Southwest, such approval to not be unreasonably withheld, Supplier shall review and provide to Southwest updates to the procedures manual for the Services (the “ Procedures Manual ”) to reflect any changes in the procedures described therein as soon as practicable after such changes

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are made. The Procedures Manual shall *** No part of or amendment to the Procedures Manual shall amend, waive or supersede any portion of this Agreement. The Procedures Manual shall *** Supplier will maintain the Procedures Manual on a Supplier-internal file share and limit access to the Procedures Manual such that only authorized personnel with a need to know may access the content therein.

Section 1.06 Extension to Affiliates . Any Southwest “Affiliate” may *** An “ Affiliate ” with respect to either party shall mean any entity, including, without limitation, any individual, corporation, company, partnership, limited liability company or group, that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such party. For purposes of the definition of “Affiliate”, “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and/or policies of such entity, whether through the ownership of voting securities, by contract or otherwise. *** The term “Southwest” as used in this Agreement shall, for the purposes of any Schedule, PO or SOW, issued by a Southwest Affiliate hereunder, be deemed to include only the Southwest Affiliate issuing such Schedule, PO or SOW. The parties expressly agree that SOUTHWEST SHALL HAVE NO LIABILITY NOR SHALL SOUTHWEST INCUR ANY OBLIGATION OR BE RESPONSIBLE FOR THE FAILURE OF ANY SOUTHWEST AFFILIATE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT OR ANY SCHEDULE, PO OR SOW PLACED HEREUNDER.

The term of this Agreement (the “ Term ”) shall begin on the Effective Date and end on December 31, 2025 unless sooner terminated as provided below. During the Term Supplier shall be responsible for providing to Southwest the services, functions, obligations, responsibilities and deliverables described in this Agreement, including the Services (as they may evolve during the Term and as they may be supplemented, enhanced, modified or replaced). The parties further agree that if any Schedule, PO or SOW is in effect at the time of the expiration of this Agreement, then as it applies to such Schedule, PO or SOW only, the Term will be extended until the expiration or termination of such Schedule, PO or SOW.

Section 3.01 Account Team .

(a) All persons providing Services under this Agreement are collectively referred to herein as “ Supplier’s Personnel ”. Supplier shall *** Specific account management positions may be specified in applicable Schedules, POs, or SOWs for the

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projects of certain Southwest departments, divisions, subsidiaries or affiliates. However, Supplier shall provide at a minimum:

(b) Supplier’s Single Point of Contact (“ SPOC ”) account representative (the “ SPOC Rep ”) located in close proximity and easily accessible to Southwest’s principal place of business specified in the preamble of this Agreement (“ Southwest Headquarters ”). The SPOC Rep shall be Supplier’s prime representative to Southwest, shall manage Supplier’s staff assigned to properly support Southwest projects, shall coordinate all official information between Supplier and Southwest, and shall be available to attend meetings at Southwest Headquarters or other Southwest locations upon reasonable prior request and at no charge to Southwest. The SPOC Rep shall be the centralized point of contact for all other Supplier Affiliates and contacts supporting Southwest and for all Supplier subcontractors; and

(c) Additional Supplier contact(s) with technical and business knowledge of (i) the Services under this Agreement and (ii) Southwest’s operations and requirements to augment Supplier’s SPOC support of the Southwest account.

(d) Southwest shall have the right to approve the members of Supplier’s account team and to request acceptable substitutes at Southwest’s reasonable discretion. Such approval shall not unreasonably be withheld by Southwest. *** shall be Supplier’s initial SPOC Rep as of the Effective Date. Supplier shall promptly notify Southwest if any key Supplier’s Personnel (including the SPOC Rep) are re-assigned or are terminated by Supplier.

Section 3.02 Screening . Supplier shall, before engaging in work and after securing written authorization from all of Supplier’s Personnel, screen against the following lists: *** No person or entity (i) on any of these lists or (ii) that has not been screened against all of these lists, may provide any Services to Southwest.

Section 3.03 I-9 Verification . Supplier will also ensure compliance with the U.S. Immigration and Naturalization Service’s I 9 process.

Section 3.04 Background Checks . Supplier’s Personnel who have access to Southwest’s facilities, property or technology systems *** or more must have passed *** in order to obtain a contractor access badge that will allow unescorted entry into Southwest’s facilities. All employees of Supplier contracted by Southwest who do not have current and complete background screening reports on file, including employees of Supplier of less than *** and those who have background screening in progress, may not have access to facilities or systems without an escort and oversight by Southwest. Southwest reserves the right to deny access to its facilities, property, or technology systems to Supplier’s Personnel who do not pass such background checks.

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COMPENSATION, PAYMENT TERMS AND TAXES .

Section 4.01 Unless expressly modified in a Schedule, PO or SOW:

(a) Supplier shall be paid according to the fees set forth in the applicable Schedule or as provided in any applicable PO or SOW with expenses reimbursed in accordance with Southwest’s Travel Policy attached hereto as Exhibit 1. The foregoing will be the entire compensation to be paid to Supplier and will be in full discharge of any and all liability in contract or otherwise with respect to all Services rendered by Supplier and Supplier’s Personnel.

(b) All fees will be paid in U.S. dollars and delivered to Supplier’s principal place of business specified in the preamble of this Agreement.

(c) All payment terms for undisputed amounts under this Agreement are due *** from Southwest’s receipt of Supplier’s invoice, and per Southwest’s Invoicing Instructions as set forth on Exhibit 3 attached hereto. In the event of a disputed invoice *** The parties shall in good faith attempt to resolve disputed amounts due under such invoices. In the case of a dispute concerning an invoice, the payment period as to such disputed amount shall be tolled until the dispute is resolved.

(i) Southwest shall pay and shall be liable for any federal, state or local sales or use taxes on ***. Southwest shall provide a Texas Direct Pay Exemption Certificate to Supplier. Applicable tax amounts (if any) are not included in the fees set forth in this Agreement or any SOW. Supplier shall pay and shall be liable for taxes based on Supplier’s net income or capital or any franchise taxes, margin taxes, gross receipts taxes, excess profit taxes or other taxes levied on Supplier’s business imposed by any federal, state or local government in connection with this Agreement. ***

(ii) If a claim is made against Supplier for a Southwest tax liability, Supplier will promptly notify Southwest. If requested by Southwest in writing, Supplier will, at Southwest’s expense, take such action as Southwest may reasonably direct with respect to such asserted liability and will not pay such taxes except under protest. If payment is made, Supplier will *** If all or any part of any such taxes is refunded, Supplier will repay Southwest such part thereof as Southwest will have paid.

(iii) Notwithstanding the above, Southwest will not be liable for any non-domestic taxes, fees, withholdings or similar payments imposed in connection with this Agreement. Southwest will also not be liable for domestic

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taxes, fees, withholdings or similar payments related to use of an unapproved international supplier. Southwest will be entitled to a full indemnity by Supplier of all taxes, charges, fees, withholdings, penalties, interest, attorney fees and all other related costs and expenses that are due and payable and that are incurred without Southwest’s (a) prior written approval of the international supplier, including receipt of all required documentation under Section 1441 - 1444 and 1471 - 1474 of the Internal Revenue Code of 1986, as amended, and any regulations thereunder; and (b) prior written approval of and knowledge of the amount to be billed.

Section 4.02 When any applicable governmental law, rule or regulation makes any payment by Southwest to Supplier prohibited or improper or requires the payment of a reduced fee, the portion of the fee so affected shall not be paid or if paid shall be refunded by Supplier to Southwest.

Section 4.03 Southwest shall be entitled at all times to set off any amount owing at any time from Supplier or its Affiliates (the “ Supplier Group ”) to Southwest or its Affiliates (the “ Southwest Group ”) against amounts owed by the Southwest Group to the Supplier Group in connection with this Agreement or any other agreement between Supplier and the Southwest Group.

Section 4.05 During the *** thereafter, the Supplier Group shall, (a) maintain and retain accurate business records, books, and account information relating to the Services purchased or licensed by Southwest under this Agreement, including records relating to shipping, billing, and payments, and (b) at Southwest’s request and without any additional charge, provide full and complete access during normal business hours to the offices, books, records, and account information of the Supplier Group and the Supplier Group’s accountants pertaining to Southwest’s account.

Section 5.01 Each party and each party’s personnel, including Supplier’s Personnel, shall maintain in confidence and safeguard all Proprietary Information. “ Proprietary Information ” means information that is or has been disclosed to the Supplier Group by the Southwest Group or to the Southwest Group by the Supplier Group, as applicable (with the disclosing party referred to in this section as “Discloser” and the recipient or recipient’s personnel referred to in this Section 5.01 as “Recipient”): *** Notwithstanding the foregoing, Proprietary Information also includes, without limitation: ***

Section 5.02 Each party recognizes and acknowledges the confidential and proprietary nature of any Proprietary Information and acknowledges the irreparable harm that could result to

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the other party if it is disclosed to a third party or used for unauthorized purposes without Discloser’s prior written consent. Therefore, each party agrees, except as required by law:

(a) to protect the confidentiality of Discloser’s Proprietary Information (including any notes, summaries, reports, analyses or other material derived by Recipient in whole or in part from the Proprietary Information in whatever form maintained (collectively, “ Notes ”));

(b) to use the Proprietary Information and/or Notes only for the purposes of conducting business in a manner contemplated by this Agreement; and

(c) to use the same degree of care as with its own confidential information, which shall be at least a reasonable standard of care, to prevent disclosure of the Proprietary Information and/or Notes, except to such party’s respective personnel to the extent necessary to permit them to perform the Services as set forth in this Agreement.

Section 5.03 Each party further agrees that prior to disclosing any Proprietary Information to such party’s personnel as set forth above, Recipient will advise such personnel of the confidential and proprietary nature of the Proprietary Information and Notes. In addition, Recipient may disclose Discloser’s Proprietary Information to its agents and contractors who provide services to Recipient, have a need to know such information and who are not competitors of Discloser. *** In any disclosure of Discloser’s Proprietary Information to agents and contractors *** (a) such agents and contractors are obligated to hold such information in confidence in accordance with the terms of this Article V and are only permitted to use such information for Recipient’s benefit and (b) Recipient shall be responsible for any breach of such confidentiality obligations by its agents and contractors.

Section 5.04 Supplier agrees to be responsible for any breach of this Agreement by the Supplier Group or Supplier’s Personnel. In addition to assuming responsibility for third party disclosures described in Section 5.03, Southwest agrees to be responsible for any breach of this Agreement by the Southwest Group or Southwest personnel. Supplier and Southwest each acknowledge that money damages would not be a sufficient remedy for any breach of this Article V. Accordingly, in the event of any such breach, in addition to any other remedies at law or in equity that Southwest or Supplier, as applicable, may have, such party shall be entitled to equitable relief, including injunctive relief or specific performance or both.

Section 5.05 Obligations in this Article V shall, with respect to each disclosure of Proprietary Information hereunder, survive the expiration or termination of this Agreement. Nothing herein is intended to limit or abridge the protection of trade secrets under applicable trade secrets law, and trade secrets shall be maintained as such until they fall into the public domain.

Section 5.06 Upon completion or termination of this Agreement or upon the request of Discloser, Recipient shall promptly: (a) return all Proprietary Information disclosed to it by Discloser; and (b) destroy (with such destruction certified in writing) all Notes, without retaining

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any copy thereof; provided, however neither party shall be required to return or destroy the Procedures Manual or any other Proprietary Information a party is required by applicable law or regulation to retain. No such termination of this Agreement or return or destruction of the Proprietary Information and/or Notes or continuing to hold such Proprietary Information and/or Notes will affect the confidentiality obligations of either party, all of which will continue in effect as provided in this Agreement.

Section 5.07 The Supplier Group will adhere to the Data Security Provisions set forth on Exhibit 4 attached hereto.

Section 5.08 Information Not Covered . Notwithstanding the foregoing, the parties agree that Recipient’s obligations with respect to handling, disclosing, reproducing and using such Proprietary Information are not applicable to any portion(s) of the Proprietary Information which: (a) is or becomes generally available to the public other than as a result of disclosure by Recipient; (b) was available on a non-confidential basis prior to its disclosure to Recipient and Recipient can verify such availability by written documentation; (c) is or becomes available to Recipient on a non-confidential basis from a source other than Discloser when such source is not, to the best of Recipient’s knowledge after due inquiry, subject to a confidentiality obligation with respect to such information, or (d) was independently developed by Recipient, without reference to the Proprietary Information, and Recipient can verify the development of such information by written documentation.

Section 5.09 No Compensation . Each party’s Proprietary Information disclosed to the other party shall be deemed to have been disclosed without charge to, or financial obligation on the part of, the other party, and the other party shall have the right to use and disclose such Proprietary Information and/or Notes as permitted under, and in accordance with, this Article V without any compensation to be paid to the disclosing party.

Section 5.10 Publicity . In addition to the other confidentiality obligations under this Agreement, the Supplier Group, including any Supplier Personnel, shall not make any announcement, request any recommendations or referrals, take or release any photographs (except for its internal operation purposes for performing the Services) or release any information concerning this Agreement or any part thereof or with respect to its business relationship with Southwest to any member of the public or press, any business entity or official body (including its marketing materials and advertising) except as required by applicable law, rule, injunction or administrative order, unless prior written consent is obtained from a *** Notwithstanding the foregoing, Supplier may publicly acknowledge Southwest is a customer of the Supplier Group in its public securities filings. If Supplier determines it is obligated by law or a governmental authority to make any such announcement or release, Supplier shall promptly notify Southwest and cooperate with Southwest to ensure that suitable confidentiality obligations are afforded such information.

Section 5.11 System Monitoring . Supplier agrees that Southwest may, at any time, without further consent, access and monitor any usage by the Supplier Group or Supplier’s

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Personnel of any Southwest information, systems and resources, including, without limitation: computers, computer software, electronic mail, online services, voicemail, facsimile machines, telephones and photocopiers.

Section 6.01 For purposes of this Agreement, “ Intellectual Property ” means all intellectual property and proprietary rights, including, without limitation, ***

Section 6.02 Southwest Property .

(a) “ Southwest Property ” means: ***

(b) Supplier acknowledges that Southwest claims and reserves all rights and benefits afforded under federal and international intellectual property laws in all Southwest Property hereunder and that Supplier is granted only a limited right of use of such Southwest Property as set forth in this Agreement.

(c) Assignment and Recordation of Southwest Property . Supplier agrees that:

(1) All *** included in Southwest Property shall *** and Southwest shall own all right, title and interest *** in and to such materials;

(2) The Supplier Group hereby assigns and agrees to assign to Southwest all of *** (collectively referred to herein as “ IP Rights ”);

(3) Supplier and Supplier’s successors in interest will, at Southwest’s request and without further consideration, communicate to Southwest any facts known to them respecting Southwest Property, and testify in any legal proceedings, make all rightful oaths, sign all lawful papers and other instruments and generally do everything possible for title to the IP Rights in the Southwest Property to be clearly and exclusively held by Southwest; and

(4) Supplier agrees that neither the Supplier Group nor any Supplier Personnel will ***

(d) The Supplier Group will reproduce the following statement on any Southwest Property provided hereunder: ***

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Section 6.03 Supplier’s Property . Notwithstanding the terms set forth in Section 6.02(c), Intellectual Property (“ Supplier’s Reserved Intellectual Property ”) on Exhibit 5 attached hereto, shall ***

Section 6.04 Third Party Intellectual Property . Except for the items set forth on Exhibit 5, Supplier shall not, without first providing evidence to Southwest that Southwest’s use of Third Party Intellectual Property (defined below) has been consented to by the owner or licensor of such Third Party Intellectual Property and then obtaining the written authorization of a Vice President of Southwest or an attorney in Southwest’s General Counsel Department *** If Southwest provides such written authorization, Supplier shall, in the absence of written agreement to the contrary, provide ***

Section 6.05 New Technologies .

(a) Supplier acknowledges Southwest’s substantial interest in state-of-the-art services, technologies, software, equipment, processes and methodologies that offer improved quality and performance of, and more efficient and cost-effective ways to perform, receive and/or use, services that are the same as or similar to the Services (collectively, “ New Technologies ”). Southwest and Supplier shall *** At Southwest’s request, the Supplier Group shall ***

(b) To supplement the identification of New Technologies, the Supplier Group shall implement *** Supplier will facilitate two (2) innovation sessions annually or as mutually agreed by the parties.

(c) Throughout the Term, the Supplier Group shall use commercially reasonable efforts to *** The Supplier Group’s continual service improvement program will include performance reports, problem register and an action plan to keep pace with proven New Technologies.

(d) The Supplier Group shall offer Southwest *** If the Supplier Group implements any New Technology with respect to ***

Section 6.06 Escrow of Code . To the extent that any Products or deliverables provided by Supplier under this Agreement include software, upon Southwest’s request, Supplier agrees to deposit in escrow: (a) with an escrow agent designated by Southwest and (b) pursuant to a mutually agreed upon written escrow agreement *** (“ Materials ”). Southwest agrees to pay any amount necessary to create such escrow account and/or any related deposit fees. The escrow agreement shall provide, among other things, that *** Southwest is hereby granted ***

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PERSONAL DATA PROVIDED TO SUPPLIER .

Section 7.01 “ Southwest Personal Data ” includes: (a) Personal Data (defined below) obtained by the Supplier Group from Southwest; (b) Personal Data (from whatever source) being “Processed” by the Supplier Group on behalf of Southwest; and (c) Personal Data (from whatever source) pertaining to Southwest personnel. For purposes of this Agreement, “ Personal Data ” means any information or data capable of personally identifying an individual, including, but not limited to (i) names, (ii) addresses, (iii) occupations, (iv) contacts, (v) email addresses, (vi) account numbers, (vii) pins and/or passwords, (viii) credit card types, numbers and expiration dates, (ix) dates of birth, (x) social security numbers, (xi) driver’s license numbers and (xii) other personal details that could reasonably identify a person.

Section 7.02 “ Processing ” of Personal Data shall mean and include any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, accessing, retrieval, use, organization, storage, adaptation or alteration, consultation, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.

Section 7.03 In the event that the Supplier Group accesses or otherwise Processes any Southwest Personal Data during the Supplier Group’s performance of this Agreement, the Supplier Group shall comply with the following obligations regarding Southwest Personal Data:

(a) The Supplier Group shall ***

(b) The Supplier Group undertakes to *** The Supplier Group and Supplier’s Personnel shall Process Southwest Personal Data only on a ***

(c) The Supplier Group shall implement *** in order to prevent, among other things: *** The security measures taken by the Supplier Group shall be in compliance with all applicable data protection regulations and shall be commensurate with the risks represented by the Processing and the nature of the Southwest Personal Data to be Processed, taking into consideration the state of the art security measures available to protect such data and the implementation costs of such measures. ***

(d) Supplier shall implement all measures necessary to ensure compliance by Supplier’s Personnel with *** Southwest may also require Supplier to ***

(e) The Supplier Group shall comply with (i) all applicable laws and regulations on Personal Data protection, (ii) all applicable privacy policies, and (iii) the Data Security Provisions set forth on Exhibit 4. In particular, if during the performance of this Agreement, the Supplier Group obtains Southwest Personal Data directly from individuals to whom such data pertains (“ Data Subjects ”), Supplier shall provide such Data Subjects with the information required by applicable privacy policies, law and

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regulation and when necessary, obtain the Data Subjects’ consent to acquire such information. However, prior to obtaining such consent from the Data Subjects, other than Supplier’s employees or subcontractors, Supplier must obtain Southwest’s written approval of the information and consent language to be used by the Supplier Group to gather such Southwest Personal Data from the Data Subjects. Failure by the Supplier Group to comply with any obligations relating to Southwest Personal Data or Personal Data set forth in this Agreement is considered a material breach of this Agreement.

(f) Supplier shall delete any Southwest Personal Data within *** of when such Southwest Personal Data is no longer required in order for Supplier to provide the Services.

(g) Southwest may conduct at any time, subject to a prior written notice to Supplier, an onsite verification of Supplier’s compliance with obligations relating to Southwest Personal Data, even after the termination of this Agreement. The Supplier Group shall provide access to all applicable facilities, equipment and records in order to conduct such verification.

(h) Upon termination of this Agreement or upon Southwest’s request, for whatever reason, the Supplier Group shall stop any processing of Southwest Personal Data and shall return to Southwest any copy and/or reproduction thereof. These obligations regarding Southwest Personal Data shall remain in full force even after termination of this Agreement for whatever reason.

Section 7.04 To the extent any unauthorized disclosure of or access to Southwest Personal Data is attributable to a breach by Supplier of Supplier’s obligations under this Agreement, Supplier shall ***

PHYSICAL PROPERTY; INSTALLATION .

Section 8.01 Southwest’s Personal Property . Unless otherwise agreed to in writing, all tools, equipment or material furnished to the Supplier Group or specially paid for by Southwest, including, but not limited to, Southwest Software and any related items, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain Southwest’s personal property. Such property shall be plainly marked as Southwest’s property and shall be safely stored separate and apart from Supplier’s property. The Supplier Group shall not substitute any Southwest property without Southwest’s written approval. Such property, while in Supplier’s custody or control, shall be held at Supplier’s risk, shall be kept insured by Supplier at Supplier’s expense in an amount equal to the replacement cost with loss payable to Southwest and shall be subject to removal at Southwest’s written request, in which event Supplier shall prepare such property for shipment and shall redeliver the same to Southwest in

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the same condition as originally received by the Supplier Group, reasonable wear and tear excepted, all at Supplier’s expense.

Section 8.02 No Purchase Money Security Interest . Southwest will not grant the Supplier Group, and the Supplier Group shall not otherwise obtain, any purchase money security interest in the Services, goods or other materials sold or transferred to Southwest.

Section 8.03 *** Supplier will provide Southwest with at least one set of *** made available by Supplier or the original equipment manufacturer, which is *** Whenever an original equipment manufacturer makes available to and notifies Supplier of any *** For purposes of this Agreement ***

Section 8.04 Installation . Deliverables generally considered, or specifically set forth in the applicable Schedule, PO or SOW as “user installable,” will be installed by Southwest with Supplier’s oversight (if requested by Southwest) and in accordance with the reasonable installation instructions furnished by Supplier and/or the original equipment manufacturer. Deliverables that are generally not “user installable” shall be installed by Supplier, as agreed in an applicable Schedule, PO or SOW. To the extent required to install a deliverable, Supplier will provide qualified labor, and all materials, equipment, tools, and services, including all temporary structures, scaffolds, hoists, fuels, expendable supplies, and other facilities, and do all things necessary for proper installation. Prior to commencement of any installation services performed by Supplier, Supplier will obtain any permits required for the installation of the deliverable on Southwest’s aircraft or at a Southwest facility.

INSPECTIONS, TESTING AND ACCEPTANCE AND SHIPPING .

Section 9.01 Testing . All Services shall be subject to inspection and testing by Southwest at all times and places. Supplier must follow coding and testing standards and must pass quality assurance standards provided by Southwest.

Section 9.02 Inspection . Supplier shall provide and maintain an inspection and process control system acceptable to Southwest covering any Services provided hereunder. Records of all inspection work by Supplier shall be kept complete and made available to Southwest during the Term and for a period of *** Without any additional charge, Supplier will: (a) allow representatives of Southwest access to the facilities involved in performing this Agreement in order to assess: (i) work quality; (ii) conformance with Southwest’s specifications; and (iii) conformance with Supplier’s representations, warranties, certifications and covenants in this Agreement; and (b) provide all reasonable assistance for the safety and convenience of the inspectors in the performance of their duties.

Section 9.03 Acceptance/Rejection .

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(a) Unless otherwise set forth in the applicable Schedule, PO and/or SOW, Southwest will perform the Acceptance Tests (defined below in Section 9.03(d)) within *** from Supplier’s initial delivery of the Services (“ Supplier Services Acceptance Period ”). The Service is deemed accepted if: *** Based on the above, if Southwest does not Accept any Service or errors are made through no fault of Southwest, Southwest shall so notify Supplier and Supplier shall *** within a mutually agreed upon time period. Supplier shall *** If Supplier is unable to correct the deficiencies within the designated time period, Southwest may, at its option *** In addition, except for items subject to a specific Service Level in a Schedule, PO or SOW, if Supplier is unable to correct the deficiencies within the designated time period, Supplier shall ***

(b) Southwest’s Acceptance of any Product shall be without prejudice to Southwest’s remedies provided in this Agreement or by law for any breach of warranty that may subsequently occur or be discovered.

(c) For purposes of this Agreement, “ Acceptance ” means ***

(d) For purposes of this Agreement, “ Acceptance Test(s) ” means those tests conducted by Southwest which are intended to determine if the Services conform to the specifications expressly set forth in the Procedures Manual and the applicable Schedule, PO and/or SOW, and meet any other criteria mutually agreed upon by Southwest and Supplier to determine Southwest’s Acceptance of the Services. If no acceptance criteria are specified in a SOW, the acceptance criteria shall be based on ***

Section 9.04 Shipping Policy . Supplier agrees to follow Southwest’s Shipping Policy as set forth on Exhibit 2 attached hereto.

Section 10.01 Supplier warrants that:

(a) Equipment ordered by Southwest from the Supplier Group on or following the Effective Date (“Post Effective Date Equipment Orders”) will be ***

(b) Equipment ordered by Southwest from the Supplier Group prior to the Effective Date (“Pre Effective Date Equipment Orders”) was manufactured in accordance with the warranty terms set forth ***

(c) Services will be performed in a competent and professional manner in accordance with the highest standards and best practices of Supplier’s industry;

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(d) All Services sold will be free *** that result in *** and Supplier will convey clear title to Southwest for Equipment and other items which are identified on the applicable Schedule, Purchase Order and SOW as property of Southwest;

(e) The Supplier Group has the experience and is qualified to perform the tasks involved with providing the Services in an efficient and timely manner. Supplier acknowledges Southwest is relying on Supplier’s representation of the Supplier Group’s experience and expertise, and that any substantial misrepresentation may result in damage to Southwest; and

(f) All Products will be of merchantable quality, free from all defects in design, workmanship and material and will be fit for use in ***

Section 10.02 With respect to Pre Effective Date Equipment Orders, the Supplier warranties *** With respect to Post Effective Date Equipment Orders, the warranties *** In addition, *** GEE agrees to develop an obsolescence plan for the total in service fleet at such time and expected in service fleet during *** which plan shall address *** purchase obligations and *** to the Equipment. The parties shall meet at least annually to discuss future technical needs with regards to *** If any of the Services (excluding Equipment ) under this Agreement are found to be defective during the warranty period, then in addition to other rights, remedies and choices it may have under this Agreement or at law or equity, Southwest, at its option and sole discretion, and at Supplier’s expense may *** Any attempt by Supplier to limit, disclaim or restrict any such warranties or any remedies of Southwest, by acknowledgment or otherwise, in accepting or performing this Agreement, shall be null, void and ineffective without Southwest’s written consent.

INDEMNITY AND INSURANCE .

Section 11.01 General . Supplier shall take all necessary precautions to prevent the occurrence of any injury to persons, property or the environment during the performance of Services and ensure that Supplier’s Personnel neither pose a threat to Southwest’s safe work environment nor the integrity of Southwest’s business operations. Supplier shall release, defend, hold harmless and indemnify Southwest, its directors, officers, employees, agents, representatives, successors and assigns against any and all suits, actions or proceedings, at law or in equity, and from any and all Losses, arising out of or relating to (a) bodily injury (including death) or damage to or loss of property to the extent that it results from or arises out of the intentional or negligent act or omission of the Supplier Group or agents, subcontractors, or employees of the Supplier Group, (b) a breach of any representation, warranty, or obligations of Supplier under this Agreement, and/or (c) the Supplier Group’s misuse or misappropriation of Southwest’s Proprietary Information. In addition, Supplier shall indemnify, defend and hold Southwest harmless from and against any Losses arising out of or in connection with any employment claims, i.e., workers compensation, harassment or discrimination claims, or

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breaches of Sections 5.01 or 5.07, Article XIV or Article XV hereto by Supplier or Supplier’s Personnel. Supplier agrees to include this Section 11.01 in all related subcontracts entered into on or after the Effective Date. Supplier further agrees to indemnify Southwest for any attorneys’ fees or other costs Southwest incurs in the event that Southwest has to file a lawsuit to enforce any indemnity or additional insured provisions of this Agreement.

Section 11.02 Intellectual Property . Supplier shall indemnify, defend and hold Southwest harmless from any suit or proceeding brought against Southwest based on any claim that any Services, systems, article or apparatus, or any part thereof constituting Services furnished under this Agreement, as well as any device or process necessarily resulting from the use thereof, constitutes a violation of any law, rule, or regulation or an infringement of any patent, copyright or other Intellectual Property right in the United States of America or other jurisdiction Southwest operates commercial service as of the Effective Date and in the future. If notified promptly in writing and given authority, information and assistance, at Supplier’s expense, for the defense of same, Supplier shall pay all damages, costs and expenses incurred or awarded therein, including, but not limited to, reasonable attorneys’ fees. If use of any systems, article, apparatus, part, device, process, Service is enjoined, Supplier shall, at its own expense and in the following order, subject to commercial practicality, either: (a) procure for Southwest the right to continue using such Service, system, article or apparatus, part, device or process; (b) replace the same with a non-infringing equivalent (such modifications or replacement shall be functionally equivalent to the original and meet all applicable specifications) and make any modifications to any other Services necessitated by such replacement or modification. Supplier’s obligations under this Section 11.02 will not apply to the extent that the claim or adverse final judgment is finally determined by a court of competent jurisdiction to be caused by (i) use of the Service in breach of this Agreement, if such infringement or misappropriation would not have occurred but for such breach, (ii) use of the Service in combination with other products not supplied or recommended by Supplier or specified by Supplier as being compatible with the Service, if such infringement or misappropriation would not have occurred but for such combined use; (iii) Southwest materially altering the Service (other than at Supplier’s direction), if such infringement or misappropriation would not have occurred but for such alteration; or (iv) Southwest’s use of a Service for a purpose not contemplated by this Agreement, if such infringement or misappropriation would not have occurred but for such use.

Section 11.03 In the event of a claim by a third party subject to this Article, Southwest or its legal representative shall promptly notify Supplier in writing of any such claim or lawsuit arising out of or in connection with the Services to be provided hereunder and forward all related documents to Supplier. No failure to so notify Supplier shall relieve Supplier of its obligations hereunder except to the extent that it can demonstrate damages or prejudice attributable to such failure. Supplier shall then defend the case and shall control the defense of the case at its own expense using counsel reasonably acceptable to Southwest; however, Southwest reserves the right to be represented by counsel at Southwest’s expense at any proceeding or settlement discussions related thereto. Supplier may only settle any claim subject to indemnification hereunder without Southwest’s written consent if such settlement (A) includes a release of all covered claims pending against Southwest; (B) contains no admission of liability or wrongdoing by Southwest; and (C) does not impose any obligations upon Southwest other than an obligation to stop using any infringing items.

Section 11.04 Insurance Coverage . During the Term, Supplier shall, at its own cost, obtain and keep in force for the benefit of Supplier and Southwest all insurance/and or bonds required by law and the following insurance to be issued by insurance carriers with a minimum rating in A.M. Best of A:VIII or better with minimum limits as set forth below:

(a) Worker’s Compensation and Employers Liability Insurance per statutory requirements;

(b) Employer’s Liability of not less than ***

(c) Aviation Products Liability Insurance in an amount of ***

(d) Grounding Liability Insurance in an amount of ***

(e) Non-Aviation Commercial General Liability Insurance with minimum limits for Bodily Injury and Property Damage on an occurrence basis of ***

(f) Business Automobile Liability Insurance covering all vehicles used in connection with the work and covering Bodily Injury and Property Damage with a minimum limit equal to ***

(g) Professional Errors and Omissions Insurance covering the activities of Supplier written on a “claims made” basis with a minimum limit equal to ***

(h) Cyber Insurance (a/k/a Security and Privacy Liability Insurance) in an amount *** in each case per claim and in the aggregate for the policy period indicating, without limitation, defense costs, damages, crisis management, forensic and investigative expenses and settlements arising out of any security breach or privacy violation, including, without limitation, those arising out of any act, error, or omission in the collection, handling, and disclosure of Confidential Information and Data.

(i) Nothing in this Article XI shall be deemed to limit Supplier’s liability to the amounts stated above or to limit any coverage of Supplier’s insurance policies.

Section 11.05 Additional Insurance Requirements .

(a) Southwest shall be named as additional insured under the policies of insurance set forth in Section 11.04 above for any and all purposes arising out of or connected to the Services.

(b) It is the intent of both parties to this Agreement that all insurance purchased by Supplier in compliance with this Agreement will be primary to any other insurance owned, secured, or in place by Southwest, and Southwest’s insurance shall not

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be called upon by Supplier’s insurer to contribute in any way. Supplier shall secure endorsements to this effect from all insurers of such policies.

(c) At Southwest’s request, Supplier shall furnish Southwest with certificates of insurance and with copies of original endorsements effecting coverage required by this Article XI. The certificates and endorsements shall identify Southwest as an additional insured and shall be signed by a person authorized by Supplier’s insurer to bind coverage on such insurer’s behalf. Southwest reserves the right to require complete, certified copies of all required insurance policies at any time. Such insurance certificates and notices of modification or termination shall be sent via email to INSURANCE@WNCO.COM ( do not mail paper insurance certificates ). For purposes of naming Southwest as additional insured, Supplier shall use Southwest’s address as set forth in Article XXI.

(d) All policies provided for herein shall expressly provide that such policies shall not be canceled, terminated or altered without *** prior written notice to Southwest.

(e) All insurance specified in this Article XI shall contain a waiver of subrogation in favor of Southwest, its Affiliates and their respective employees for all Losses covered by the insurance required by this Article XI.

RELATIONSHIP OF THE PARTIES; ASSIGNMENT AND SUBCONTRACTING .

Section 12.01 Supplier is an independent contractor to Southwest. Supplier’s Personnel are neither employees of Southwest nor eligible for participation in any Southwest employee benefit programs. The performance of Services by Supplier and receipt of payments shall have no effect on any payments or benefits that any of Supplier’s Personnel is now or may later become entitled to as a result of past employment by Southwest.

Section 12.02 Neither Supplier’s Personnel, Supplier nor its agents, subsidiaries, affiliates and employees are in any way the legal representatives or agents of Southwest and shall not have any right or authority to assume or create any obligation of any kind expressed or implied in the name of or on behalf of Southwest.

Section 12.03 This Agreement and any rights hereunder (except where expressly provided in a signed writing to the contrary) are non-exclusive and non-assignable except as otherwise set forth herein. Any assignment by one party without the prior written consent of the other party shall be void, provided that either party may assign or transfer its rights and obligations under this Agreement to any Affiliate upon written notice to the other party. Supplier shall not, without the written consent of Southwest, delegate the performance of its obligations under this Agreement to any firm or person (other than an Affiliate, principal, officer or regular employee of Supplier). Notwithstanding the above, upon written notification to the other party, either party may assign this Agreement to any entity that acquires all of (or substantially all of)

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the assets or voting stock of such party; provided, however, Southwest shall have the right *** to terminate this Agreement *** if *** Notwithstanding anything to the contrary, Supplier acknowledges and agrees that (a) this is not a requirements contract and Southwest shall not be required to obtain its requirements for any of the Services from Supplier and (b) Supplier is not the exclusive provider to Southwest of any of the Services and Southwest may at any time itself or through any third party provide or obtain any of the Services.

Section 12.04 Supplier may not subcontract or delegate any Services without Southwest’s prior written consent.

DISPUTE RESOLUTION; GOVERNING LAW; VENUE .

Section 13.01 The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between representatives of each party who have authority to settle the controversy. The complaining party (the “ Complaining Party ”) may initiate dispute resolution procedures by sending written notice (the “ Initial Notice ”) to the other party (the “ Receiving Party ”) specifically stating the Complaining Party’s claim and requesting dispute resolution in accordance with this Section 13.01. Within *** after delivery of the Initial Notice, the Receiving Party shall submit to the Complaining Party a written response. The Initial Notice and response shall include (a) a statement of that party’s position and a summary of arguments supporting that position, and (b) the name and title of the party’s representative(s) who will represent that party. Within *** after delivery of the Initial Notice, the representatives of both parties shall meet at a mutually acceptable time and place (which meeting may be by teleconference), and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All negotiations pursuant to this Section 13.01 are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. Any dispute arising out of or relating to the Agreement which has not been resolved by negotiation between such representatives within *** after delivery of the Initial Notice shall be finally resolved pursuant to Section 13.02.

Section 13.02 EACH PARTY’S RIGHTS AND OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, U.S.A. EXCLUDING ITS CONFLICT OF LAWS RULES. THE PARTIES HEREBY SUBMIT TO EXCLUSIVE JURISDICTION AND VENUE IN THE STATE AND FEDERAL COURTS LOCATED IN DALLAS COUNTY, TEXAS. ALL PARTIES AND THEIR SUCCESSORS WAIVE A TRIAL BY JURY OF ANY OR ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING BETWEEN THE PARTIES HERETO OR THEIR SUCCESSORS, UNDER OR CONNECTED WITH THIS AGREEMENT OR ANY OF ITS PROVISIONS.

Section 13.03 Disclaimer of UCITA . TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE PARTIES DISCLAIM AND NONE OF

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THIS AGREEMENT SHALL BE SUBJECT TO THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT (“ UCITA ”) (PREPARED BY THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS) AS CURRENTLY ENACTED OR AS MAY BE ENACTED, CODIFIED OR AMENDED FROM TIME TO TIME BY ANY JURISDICTION. TO THE EXTENT THAT ANY ASPECT OF THIS AGREEMENT OR ANY LICENSE GRANTED UNDER THIS AGREEMENT IS UNCLEAR OR DISPUTED BY THE PARTIES AND UCITA, IF APPLIED, WOULD CLARIFY SUCH LICENSE OR RESOLVE SUCH DISPUTE, THE PARTIES AGREE TO CLARIFY SUCH LICENSE OR RESOLVE SUCH DISPUTE INDEPENDENTLY OF UCITA BY APPLYING THE INTENT OF THE PARTIES AT THE TIME THAT THEY ENTERED THIS AGREEMENT.