Industrial Steam Turbines (IST) Business Transfer

Term Sheet

November 13, 2018

Baker Hughes, a GE company, LLC, a Delaware limited liability company (“BHGE”), and General Electric Company, a New York corporation, (“GE”) acting through its GE Power business unit and the legal entities operating on its behalf (“GE Power”) (each of BHGE and GE Power, a “party” and, together, the “parties”) shall negotiate reasonably and in good faith and enter into a definitive agreement (the “Transfer Agreement”) for the transfer of the IST Business (as described below) from BHGE to GE Power on the following terms and subject to the following conditions, as well as any additional terms and conditions as the parties agree, which additional terms and conditions shall be consistent with the terms and conditions hereof.

Exhibit M

Term Sheet for A&R Tax Matters Agreement

This term sheet (the “Term Sheet”) sets forth certain revisions the parties have agreed to make to the TMA and related matters agreed between the parties. Additional terms and conditions may also be agreed upon in the amended and restated TMA (the “A&R TMA”). Capitalized terms used but not otherwise defined herein shall have the respective meaning set forth in the Tax Matters Agreement.

Exhibit R

November 13, 2018

General Electric Company

33-41 Farnsworth Street 

Boston, Massachusetts 02210

Attention: James M. Waterbury

Baker Hughes, a GE company 

17021 Aldine Westfield Road

Houston, Texas 77073 

Attention: William D. Marsh

Reference is hereby made to the Master Agreement, dated as of November 13, 2018, by and among General Electric Company, a New York corporation (“GE”), Baker Hughes, a GE company, a Delaware corporation (“BHGE”), and Baker Hughes, a GE company, LLC a Delaware limited liability company and an indirect subsidiary of BHGE (“BHGE LLC”) (the “Master Agreement”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Master Agreement.

1.       Each of the parties hereto acknowledges and agrees that the following provisions shall apply to any confidential or proprietary information or materials disclosed by either party to the other in connection with any Additive Activities (as such term is defined in that certain Amended and Restated Non-Competition Agreement, dated as of November 13, 2018, between GE and BHGE (the “Non-Competition Agreement”)) (the “Confidential Information”).

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this letter to be duly executed as of the date first written above by their respective officers.

Exhibit 10.2

SUPPLY AND TECHNOLOGY DEVELOPMENT AGREEMENT

dated as of November 13, 2018

by and among

GENERAL ELECTRIC COMPANY, acting through its GE Aviation business unit,

GENERAL ELECTRIC COMPANY, acting through its GE Power business unit

and

BAKER HUGHES, A GE COMPANY, LLC

TABLE OF CONTENTS

Page

SCHEDULES

SUPPLY AND TECHNOLOGY DEVELOPMENT AGREEMENT

This Supply and Technology Development Agreement (as amended, modified or supplemented from time to time in accordance with its terms, the “Agreement”), entered into as of November 13, 2018 (the “Signing Date”), is made by and among General Electric Company, a New York corporation (“GE”), acting through its GE Aviation business unit and the legal entities operating on its behalf (“GE Aviation”), and Baker Hughes, a GE company, LLC, a Delaware limited liability company (“BHGE”), and General Electric Company, a New York corporation, on behalf of its GE Power business (“GE Power”).

RECITALS

WHEREAS, pursuant to that certain Master Agreement, dated as of November 13, 2018, among GE, BHGE and Baker Hughes, a GE company, a Delaware corporation (as may be further amended from time to time, the “Master Agreement”), GE and BHGE desire to restructure their existing relationships to accommodate GE’s intention to exit its ownership interest in BHGE over time (the “Restructuring”);

WHEREAS, pursuant to the terms of the Master Agreement, and in connection with, and in furtherance of the Restructuring, GE and BHGE have agreed to form an aero-derivative joint venture pursuant to the Aero-derivative Joint Venture Agreements (as defined in the Master Agreement) (“ADGTJV”; ADGTJV, BHGE, GE Power, and GE Aviation may be referred to individually herein as a “Party” and, collectively as the “Parties”);

WHEREAS, GE and BHGE shall cause ADGTJV to be joined as a party hereto in accordance with ‎Section 2.01(a) hereof;

WHEREAS, in connection with, and in furtherance of, the Restructuring, simultaneously herewith, GE and BHGE have agreed to enter into that certain Umbrella Agreement, by and between GE and BHGE, dated as of November 13, 2018 (the “Umbrella Agreement”), which will have the effect of clarifying scope of the licenses and other rights granted to BHGE for GE Aviation’s Intellectual Property and Engineering Licensed Tools as between (i) that certain Amended and Restated Cross License Agreement, by and between GE and BHGE, dated November 13, 2018 (the “A&R Cross License Agreement”), and (ii) this Agreement;

WHEREAS, BHGE and GE Power desire ADGTJV to purchase from GE Aviation certain aero-derivative gas turbine products, equipment or component parts (including licenses to software embedded therein), and obtain certain related Aftermarket Services and Engineering Services (each as hereinafter defined), and the Parties desire to engage in certain research and development programs regarding certain GE Aviation aero-derivative gas turbine products, equipment or component parts, and GE Aviation desires to provide certain licenses to engineering tools on a “Software as a Service” basis; and

WHEREAS, the Parties desire that this Agreement, the GE Aviation Supplemental Terms, the Umbrella Agreement and any POs (as hereinafter defined) issued, acknowledged and agreed to by GE Aviation pursuant to this Agreement (including any PO

Modification Agreement), establish the exclusive terms and conditions with respect to the foregoing.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01.     Certain Defined Terms. The following capitalized terms used in this Agreement shall have the meanings set forth below:

“ADGTJV” shall have the meaning set forth in the Recitals.

“ADGTJV Foreground IP” shall have the meaning set forth in ‎Section 6.03(a)(ii)(C).

“ADGTJV Indemnitees” shall have the meaning set forth in ‎Section 6.05(j)(ii).

“ADGTJV’s Instructions” shall have the meaning set forth in ‎Section 6.18(c).

“ADGTJV Option Patents” shall have the meaning set forth in ‎Section 6.15(b).

“ADGTJV PCBs” shall have the meaning set forth in ‎Section 3.02(c).

“ADGTJV Technical Documents” shall have the meaning set forth in ‎Section 6.04(d).

“Administrative Employee Cost Estimate” shall have the meaning set forth in Section 3.03(c)(i) of Schedule 15.

“Advanced Components” shall have the meaning set forth in Section 1.01 of Schedule 15.

“Advanced Processes” shall have the meaning set forth in Section 1.01 of Schedule 15.

“Advanced Repairs” shall mean repairs on Advanced Components, and shall include Existing Advanced Repairs and New Advanced Repairs.

“Advanced Spare Parts” shall mean Spare Parts for Advanced Components.

“AE Employees” shall have the meaning set forth in Section 3.03(c)(i) of Schedule 15.

“Affected Module” shall have the meaning set forth in ‎Section 7.09(a)(iii)(A)(1).

“Affiliate” shall mean, as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person; however, for purposes of this Agreement, (i) ADGTJV and its Subsidiaries shall not be considered Affiliates of GE Aviation, (ii) GE Aviation and its Subsidiaries (except for ADGTJV and the Subsidiaries of ADGTJV) shall not be considered Affiliates of ADGTJV and its Subsidiaries, (iii) the JV Partners and their Subsidiaries shall not be considered Affiliates of each other or their respective Subsidiaries, (iv) BHGE and its Subsidiaries shall not be considered Affiliates of GE Aviation and its Affiliates (other than BHGE and its Subsidiaries), and (v) GE Aviation and its Affiliates (other than BHGE and its Subsidiaries) shall not be considered Affiliates of BHGE and its Subsidiaries. As used in this definition, “control” or “controlling” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Aftermarket Services” shall mean the provision of Spare Parts, maintenance, and Repair Services for LM Products.

“Aftermarket Services Price” shall have the meaning set forth in ‎Section 7.03(b).

“Agreement” shall have the meaning set forth in the Preamble.

“Alliance Managers” shall have the meaning set forth in ‎Section 3.01(a).

“Alliance Parties” shall mean, individually or collectively, GE Aviation and ADGTJV.

“APCC” shall have the meaning set forth in ‎Section 3.02(a).

“APCC Chairperson” shall have the meaning set forth in ‎Section 3.02(b)(ii).

“Applicable Price” shall mean, individually or collectively, the Aftermarket Services Price, the Engineering Services Price and the Supply Product Price.

“Applicable Terms” means

(a) with respect to the Replacement Agreement between BHGE and GE Aviation,

(i) (A) the exclusive supply commitment from GE Aviation, in the form of ‎Section 5.01 of the Agreement, that is limited to the commitment of GE Aviation to sell Exclusive Products/Services for the BHGE Field of Use (the “BHGE Supply Exclusivity”), or (B) the deletion of the BHGE Supply Exclusivity if (and to the extent) GE Aviation would have the right to terminate such BHGE Supply Exclusivity at the time of dissolution of ADGTJV in accordance with ‎Section 5.05(a), Section 5.05(c), Section 5.05(d) or Section 5.05(e);

(ii) the deletion of the licenses set forth in Section 6.05 (other than Section 6.05(j)) if GE Aviation would have the right to terminate the same under Section 5.05(e), Section 6.05(k) or Section 6.05(l) at the time of dissolution of ADGTJV; (iii) if GE Aviation would not have the right to terminate the licenses set forth in Section 6.05, the

revision of the duration of the licenses set forth in Section 6.05(a) and Section 6.05(b), which, for avoidance of doubt, shall not be deemed to automatically extend for ten (10) years from the date of the Replacement Agreement between BHGE and GE Aviation;

(iii) limitation of the rights granted to BHGE under Article 6 to solely the BHGE Field of Use, and

(iv) a JV Field of Use that is limited to the BHGE Field of Use

(b) with respect to the Replacement Agreement between GEP and GE Aviation,

(i) (A) the exclusive supply commitment from GE Aviation, in the form of ‎Section 5.01 of the Agreement, that is limited to the commitment of GE Aviation to sell Exclusive Products/Services for the Power Field of Use (the “GEP Supply Exclusivity”), or (B) the deletion of the GEP Supply Exclusivity if (and to the extent) GE Aviation would have the right to terminate such license at the time of dissolution of ADGTJV in accordance with Section 5.05(b), Section 5.05(c), Section 5.05(d) or Section 5.05(e);

(ii) the deletion of the license set forth in Section 6.05 (other than Section 6.05(j)) if GE Aviation would have the right to terminate the same under Section 5.05(e), Section 6.05(k) or Section 6.05(l) at the time of dissolution of ADGTJV; and

(iii) a JV Field of Use that is limited to the Power Field of Use.

“Authorized Users” shall have the meaning set forth in ‎Section 6.05(c)(ii) of Schedule 15.

“A&R Cross License Agreement” shall have the meaning set forth in the Recitals.

“Bankruptcy Code” shall have the meaning set forth in ‎Section 6.07.

“BHGE” shall have the meaning set forth in the Preamble.

“BHGE Agreement” shall have the meaning set forth in ‎Section 9.17(a).

“BHGE Field of Use” shall mean customers operating in the oil and gas industry for which the application is one or more of the following oil and gas activities for mechanical drive and/or, to the extent provided in the sentence below, power generation: (i) drilling, evaluation, completion and/or production; (ii) liquefied natural gas; (iii) compression and boosting liquids in upstream, midstream and downstream; (iv) pipeline inspection and pipeline integrity management; (v) processing in refineries and petrochemical plants (including fertilizer plants). The Parties acknowledge that the BHGE Field of Use includes the opportunity to sell aero-derivative gas turbine engines and parts and components and provide services to customers otherwise within the BHGE Field of Use (pursuant to one of the clauses of the immediately preceding sentence) where fifty percent (50%) or less of the power generated by such aero-derivative gas turbine engines (or the aero-derivative gas turbine engines to which such parts and components of such engines correspond) will be dispatched to the grid, but not where more

than fifty percent (50%) of such power generated will be dispatched to the grid, such latter case being exclusively an opportunity of GE Power.

“BHGE Supply Exclusivity” shall have the meaning set forth in ‎Section 1.01.

“Breaching Party” shall have the meaning set forth in ‎Section 4.02(d)(i).

“Business Day” shall mean a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by applicable Law to close.

“Change in Control” means, (i) with respect to BHGE or GE Power, any sale, transfer, assignment or other disposition (directly or indirectly) by such Person, whether in a single transaction or series of related transactions, of all or substantially all of its assets (other than to an Affiliate) to a GEA Competitor, (ii) with respect to BHGE, any sale, transfer, assignment or other disposition (directly or indirectly) to a GEA Competitor by such Person, whether in a single transaction or series of related transactions, of all or substantially all of the assets of the Turbomachinery & Process Solutions (TPS) unit or any other unit that sells items (or provides services related thereto) to customers (other than, in either case, Affiliates) incorporating the LM Product Lines, excluding any business unit (A) the principal business of which is not to sell items (or provide services related thereto) incorporating the LM Product Lines or (B) that sells items (or provides services related thereto) incorporating the LM Product Lines, of which the LM Products and related services does not represent more than ten percent (10%) of the total sales from GE Aviation to ADGTJV (using the average of three (3) years of sales to determine such threshold) for the BHGE Field of Use, (iii) with respect to GE Power, any sale, transfer, assignment or other disposition (directly or indirectly) by such Person, whether in a single transaction or series of related transactions, of all or substantially all of the assets of the Gas Power Systems (GPS) and Power Services (PS) business units (other than to an Affiliate) to a GEA Competitor, or (iv) with respect to BHGE or GE Power, any consolidation, merger or reorganization of such Person with or into another entity or any other transaction (whether by way of sales of assets or equity interest or otherwise) as a result of which the holders of a GEA Competitor’s outstanding equity interests possessing the voting power (under ordinary circumstances) to elect a majority of such GEA Competitor’s board of directors (or similar governing body) immediately prior to such transaction beneficially own, directly or indirectly, (A) a majority of the equity, voting, beneficial or financial interests of the surviving entity, (B) the right to appoint or remove a majority of the board of directors or members of an equivalent management body of the surviving entity, or (C) the power to direct or cause the direction of the management and policies of the surviving entity.

“Competitor Arrangement” shall have the meaning set forth in ‎Section 5.05(e).

“Confidential Information” shall have the meaning set forth in ‎Section 9.08(a).

“Contract Year” shall mean each consecutive twelve (12) month period beginning on January 1st and ending on December 31st during the Term, provided that (i) the first Contract Year shall commence on the Effective Date and end on December 31st, 2019 and (ii) the final

Contract Year shall commence on the January 1st immediately preceding the expiration or termination of this Agreement and end on such expiration or termination.

“Control” or “Controlled” means, with respect to any Intellectual Property, the right to grant a license or sublicense to such Intellectual Property, as provided for herein without: (i) violating the terms of any agreement or other arrangement with any third party; (ii) requiring any consent, approvals or waivers from any third party, or any breach or default by the Party being granted any such license or sublicense being deemed a breach or default affecting the rights of the Party granting such license or sublicense or (iii) requiring the payment of compensation that is not immaterial to any third party.

“Cost Baseline” shall have the meaning set forth in ‎Section 7.03(d)(i).

“Costs” shall have the meaning set forth in ‎Section 8.03(a)(v)(C).

“Covered Items” shall have the meaning set forth in Section 6.05(n)(ii).

“Derivative” shall mean a modified or enhanced aero-derivative engine that is substantially based on an existing LM Product Line aero-derivative engine. For example, and for sake of clarity, the LM2500+G5 is a “Derivative” of LM2500.

“Designated Agreements” means the set of contracts listed on Schedule 15.

“Development Program” shall have the meaning set forth in ‎Section 2.02.

“Disclosing Party” shall have the meaning set forth in ‎Section 9.08(a).

“Dispute” shall have the meaning set forth in ‎Section 9.07(a).

“Effective Date” shall have the meaning set forth in ‎Section 2.01.

“End of Production Date” shall have the meaning set forth in ‎Section 4.03(a).

“End User Confidentiality Acknowledgment” shall have the meaning set forth in ‎Section 6.04(e).

“Engine Unit Proportion for BHGE Field of Use” shall mean the number of production engines from the LM Product Lines purchased by BHGE for the BHGE Field of Use, divided by the aggregate number of production engines from the LM Product Lines purchased by BHGE for the BHGE Field of Use plus any new non-aero-derivative engines (including a derivative of an existing BHGE or GE Power engine as of the Signing Date, which requires substantial development with at least fifty million U.S. Dollars ($50,000,000) of new product introduction funding or a competing product against the LM Product Line procured from a third party) sold by BHGE for the BHGE Field of Use in a particular Power Class, based on an average calculated over a two-year period.

“Engine Unit Proportion for Power Field of Use” shall mean the number of production engines from the LM Product Lines purchased by GE Power for the Power Field of Use, divided by the aggregate number of production engines from the LM Product Lines purchased by Power for the Power Field of Use plus any new non-aero-derivative engines

(including a derivative of an existing BHGE or GE Power engine as of the Effective Date, which requires substantial development with at least fifty million U.S. Dollars ($50,000,000) of new product introduction funding or a competing product against the LM Product Line procured from a third party sold by GE Power for the Power Field of Use in a particular Power Class, based on an average calculated over a two-year period.

“Engineering Licensed Tools” shall mean the engineering design tools and engineering process tools, data and datasets that are set forth in Schedule 11 as “Engineering Licensed Tools”.

“Engineering Rates” shall have the meaning set forth in Section 7.04(b)(i).

“Engineering Services” shall mean those engineering services set forth on Schedule 7.

“Engineering Services Cost” shall have the meaning set forth in ‎Section 7.04(b)(i).

“Engineering Services Price” shall have the meaning set forth in ‎Section 7.04(a).

“Engineering Tools” shall mean collectively the Engineering Licensed Tools and Licensed Materials.

“Engineering Tools Content” shall mean all data, calculations, source code, executable code, algorithms, and other materials that, as between the Parties, are proprietary to GE Aviation and GE Power.

“Engineering Tools Purpose” shall have the meaning set forth in ‎Section 6.05(c)(i).

“Engineering Tools Services” shall mean the meaning set forth in ‎Section 2.02.

“Exclusive Field of Use” shall mean the provision of Exclusive Products/Services in the BHGE Field of Use (for BHGE or ADGTJV) and/or Power Field of Use (for GE Power or ADGTJV).

“Exclusive Products/Services” shall mean collectively:

(i)       development (as approved by the APCC) of LM Products and Spare Parts, including upgrades and industrial-grade Spare Parts;

(ii)       the provision of LM Products and Spare Parts;

(iii)       development of New Advanced Repairs, except as provided in ‎Section 7.09;

(iv)       the provision of Repair Services subject to and as provided in ‎Section 7.10; and

(v)       the provision of Repair Services by vendors for GE Aviation proprietary repairs on non-Advanced Components solely for use on OE aero-derivative engines or Spare Parts.

“Existing Advanced Repairs” shall mean the Advanced Repairs owned by or proprietary to GE Aviation, including derivations, improvements or modifications thereof.

“Existing Non-Advanced Repairs” shall mean the Non-Advanced Repairs owned by or proprietary to GE Aviation, including derivations, improvements or modifications thereof.

“Existing Policies” shall have the meaning set forth in ‎Section 6.05(c)(i).

“Extended Cure Period” shall have the meaning set forth in ‎Section 4.02(d)(ii).

“Field Event Process” shall have the meaning set forth in ‎Section 8.03(a)(v)(A).

“First Party” shall have the meaning set forth in ‎Section 6.14.

“Forecast” shall have the meaning set forth in ‎Section 7.02(d).

“Foreground IP” shall mean all Intellectual Property created by or acquired through development work funded by ADGTJV or a JV Partner under this Agreement.

“G5 Reserve” shall have the meaning set forth in ‎Section 7.04(c).

“GE” shall have the meaning set forth in the Preamble.

“GE Agreement” shall have the meaning set forth in ‎Section 9.17(a).

“GE Aviation” shall have the meaning set forth in the Preamble.

“GE Aviation Background IP” means all Intellectual Property that is (a) Controlled by GE Aviation as of the Signing Date or (b) created or acquired by or on behalf of GE Aviation after the Signing Date, including developments, modifications, derivative works or improvements to such Intellectual Property under the foregoing clause (a) created or acquired by or on behalf of GE Aviation, independently and outside any development work funded by ADGTJV or a JV Partner under this Agreement.

“GE Aviation Customer Concessions” shall have the meaning set forth in ‎Section 8.03(a)(v)(A).

“GE Aviation Foreground IP” shall have the meaning set forth in ‎Section 6.03(a)(ii)‎(A).

“GE Aviation Option Patents” shall have the meaning set forth in ‎Section 6.15(a).

“GE Aviation PCBs” shall have the meaning set forth in ‎Section 3.02(c).

“GE Aviation Supplemental Terms” shall mean the supplemental terms and conditions applicable to POs issued relating to the sale of the LM Products, Spare Parts and Services attached as Schedule 3, which includes amendments, modifications and supplements as agreed upon between the Alliance Parties.

“GE Aviation Supplied Content” shall have the meaning set forth in ‎Section 6.04(d).

“GE Power” shall have the meaning set forth in the Preamble.

“GEA Competitor” means each of the Persons set forth on Schedule 8 or any of their respective Affiliates or any entity that acquires control of these Persons or the majority of such Person’s relevant assets.

“GEA Indemnitees” shall have the meaning set forth in ‎Section 6.05(i)(iii).

“GEA Revenue” shall have the meaning set forth on Schedule 5.

“Governmental Entity” shall mean any United States federal, state or local, or foreign, international or supranational, government, court or tribunal, or administrative, executive, governmental or regulatory or self-regulatory body, agency or authority thereof.

“ICC” means the International Chamber of Commerce.

“Independently Performed Repairs” shall have the meaning set forth in ‎Section 7.10(b)(ii).

“Initial Cure Period” shall have the meaning set forth in ‎Section 4.02(d)(ii).

“Intellectual Property” means all of the following, whether protected, created or arising under the Laws of the United States or any other foreign jurisdiction, including: (i) patents, patent applications (along with all patents issuing thereon), statutory invention registrations, divisions, continuations, continuations-in-part, substitute applications of the foregoing and any extensions, reissues, restorations and reexaminations thereof, and all rights therein provided by international treaties or conventions, (ii) copyrights, moral rights, mask work rights and design rights, whether or not registered, published or unpublished, and registrations and applications for registration thereof; and all rights therein whether provided by international treaties or conventions or otherwise, (iii) confidential and proprietary information, including rights relating to know-how or trade secrets, (iv) all other applications and registrations related to any of the intellectual property rights set forth in the foregoing clauses (i) - (iii) above, and (v) intellectual property rights in Technology. As used in this Agreement, the term “Intellectual Property” expressly excludes (x) trademarks, service marks, trade names, service names, domain names, trade dress, logos, and other identifiers of same, all goodwill associated therewith, and all common law rights, and registrations and applications for registration thereof, all rights therein provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing and (y) rights arising from or in respect of domain names, domain name registrations and reservations.

“Joint Foreground IP” shall have the meaning set forth in ‎Section 6.03(a)(ii)(B).

“JV Effective Date” shall have the meaning set forth in ‎Section 2.01(a).

“JV Field of Use” shall mean cumulatively the BHGE Field of Use and the Power Field of Use.

“JV Partner” shall mean each of BHGE and GE Power.

“JV Partner Background IP” means all Intellectual Property Controlled by either JV Partner that is relevant to the scope of ADGTJV (including all necessary development and design tools and software a JV Partner agrees to license to ADGTJV) and is created or acquired by or on behalf of a JV Partner independently and outside any development work funded by ADGTJV or a JV Partner under this Agreement.

“JV Partner Foreground IP” means all Intellectual Property designated in a Technology Development Program Plan (including those set forth on Schedule 10) as either “BHGE Foreground IP” or “GE Power Foreground IP,” in each case to the extent such Intellectual Property is Controlled by the applicable JV Partner.

“Law” shall mean any United States federal, state, local or non-United States statute, law, ordinance, regulation, rule, code, order or other requirement or rule of law, including common law.

“Lead Time” shall have the meaning set forth in ‎Section 7.02(c)(i).

“Legacy LM Product Lines” shall mean each of LM500, LM1600, LM2500, LM5000, LM6000, and LMS100 aero-derivative engine lines, along with all Derivatives of the foregoing that (a) are subject to Legacy NPIs and NTIs, or (b) do not require in the future substantial new product introduction or other Technology development between the JV Partners and GE Aviation.

“Legacy NPIs and NTIs” shall mean those research and development programs initiated prior to the Signing Date between GE Aviation and one or both JV Partners in connection with any one or more Legacy LM Product Lines and/or the LM9000 Product Line in development as of the Signing Date, as specified on Schedule 10.

“Level 5 Repairs” shall have the meaning set forth in ‎Section 7.10(b)(i).

“Liabilities” shall have the meaning set forth in ‎Section 6.05(i)(iii).

“License ADGTJV Change in Control” means: (i) acquisition by a Person (whether directly from ADGTJV or from one or more of the JV Partners) of more than twenty percent (20%) of ADGTJV; (ii) an acquisition by a JV Partner (directly or indirectly) of any or all of the other JV Partner’s interest in ADGTJV; or (iii) any third party otherwise acquires control (as such term is defined in the definition of “Affiliate”) of ADGTJV.

“License JV Partner Change in Control” means, (i) with respect to BHGE or GE Power, (A) any sale, transfer, assignment or other disposition (directly or indirectly) by such Person, whether in a single transaction or series of related transactions, of forty percent (40%) or more of its equity interests or all or substantially all of its assets, other than to an Affiliate, or (B) any consolidation, merger or reorganization of such Person with or into another entity or any other transaction (whether by way of sales of assets or equity interest or otherwise) as a result of

which the holders of BHGE’s or GE Power’s (as applicable) outstanding equity interests possessing the voting power (under ordinary circumstances) to elect a majority of BHGE’s or GE Power’s (as applicable) board of directors (or similar governing body) immediately prior to such transaction beneficially own, directly or indirectly, (1) a majority of the equity, voting, beneficial or financial interests of the surviving entity, (2) the right to appoint or remove a majority of the board of directors or members of an equivalent management body of the surviving entity, or (3) the power to direct or cause the direction of the management and policies of the surviving entity; provided that, for the avoidance of doubt, no sale by GE of any of its equity interests in BHGE shall constitute a License JV Partner Change in Control, (ii) with respect to BHGE, any sale, transfer, assignment or other disposition (directly or indirectly) by such Person, whether in a single transaction or series of related transactions, of all or substantially all of the assets of its Turbomachinery & Process Solutions (“TPS”) business unit, other than to an Affiliate, or (iii) with respect to GE Power, any sale, transfer, assignment or other disposition (directly or indirectly) by such Person, whether in a single transaction or series of related transactions, of all or substantially all of the assets of its GPS and PS business units other than to an Affiliate.

“Licensed Aviation Field of Use” shall mean the aerospace field into which GE Aviation sells products and services, including gas turbine engines and components for aerospace applications, excluding BHGE Field of Use.

“Licensed Materials” shall mean (a) all user manuals and documents related to the Engineering Licensed Tools as they exist as of the Signing Date as well as (b) any modifications thereto developed by GE Aviation during the Term of this Agreement, but limited specifically to such portions of such user manuals and documents relating to the Engineering Licensed Tools and detailing the functionality and use of the Engineering Licensed Tools; provided that, such manuals and documents shall be the same or similar to what GE Aviation uses internally in connection with the Engineering Licensed Tools.

“Licensed Trademarks” shall mean, and is limited to, (i) the word mark “GE”, (ii) the word mark “GE Aviation” and (iii) the GE monogram.

“LLP” shall mean life limited parts as listed in Chapter 5 of GE Aviation’s “Engine Shop Manual” (“ESM”) for the flight version of the aero-derivative engine model, which GE Aviation will make available to ADGTJV.

“LLP Influencing Parts” shall mean parts that help establish the safe operating conditions of one or more LLP, including parts that exert mechanical loads on the LLP, exert pressure loads on the LLP, provide potential vibratory stimulus to the LLP, or influence the thermodynamic environment of the LLP, as listed in ESM for the flight version of the aero-derivative engine.

“LM9000 OE Parts” shall mean all production parts for the LM9000 Product Line, except for the parts provided by or procured by ADGTJV or BHGE.

“LM9000 Product Line” shall mean the LM9000 aero-derivative gas turbine product line, along with all Derivatives added by the APCC pursuant to ‎Section 5.03.

“LM Product Lines” shall mean, individually or collectively, LM500, LM1600, LM2500, LM5000, LM6000, LMS100, and LM9000 aero-derivative engine lines (including variants and configurations thereof), along with any Derivative added by the APCC pursuant to ‎Section 5.03 (but excluding any new centerline new product introduction aero-derivative engine).

“LM Products” shall mean engines, modules and/or parts of an LM Product Line. For the avoidance of doubt, the parts included in this definition refer only to parts of the core engine, and do not include sensors, cables, piping (fixed or flexible), etc. which the JV Partners purchase from outside vendors as of the Signing Date.

“Margin Percentage” shall have the meaning set forth on Schedule 2.

“Marine Field of Use” shall mean the marine field into which GE Aviation sells aero-derivative products and services, including propulsion, mechanical drive, hybrid, electric drive and combined cycle configuration engines and components for gas turbine based power solutions for commercial or military ship applications, excluding any floating platform or FPSO (floating production storage offloading) vessels used for oil and gas applications or power generation applications. For the avoidance of doubt, if the floating platform or FPSO vessel has an engine for propulsion (with such engine for propulsion of the vessel) it shall be inside the Marine Field of Use.

“Market Share Threshold Percentage” shall have the meaning set forth in ‎Section 5.05(c).

“Master Agreement” shall have the meaning set forth in the Recitals.

“Modifications” shall have the meaning set forth in ‎Section 6.05(c)(i).

“New Advanced Repairs” shall mean Advanced Repairs to be developed by either GE Aviation or the JV Partners under one or more Technology Development Program Plans, excluding any repairs that are based upon, derived from, an improvement of, or a modification of Existing Advanced Repairs.

“New Non-Advanced Repairs” shall mean Non-Advanced Repairs to be developed by either GE Aviation or the JV Partners under one or more Technology Development Program Plans, excluding any repairs that are based upon, derived from, an improvement of, or a modification of Existing Advanced Repairs.

“Non-Advanced Components” shall mean any components of LM Products and Spare Parts that are not Advanced Components.

“Non-Advanced Repairs” shall mean repairs for Non-Advanced Components and includes both Existing Non-Advanced Repairs and New Non-Advanced Repairs.

“Non-breaching Party” shall have the meaning set forth in ‎Section 4.02(d)(i).

“Notice of Material Breach” shall have the meaning set forth in ‎Section 4.02(d)(i).

“Notice of Termination” shall have the meaning set forth in ‎Section 4.02(d)(iii).

“Output” shall have the meaning set forth in Section 6.05(n)(i)(A).

“Outside Warranty Period” shall have the meaning set forth in ‎Section 8.03(a)(v)(A).

“Party” shall have the meaning set forth in the Recitals.

“PCB” shall have the meaning set forth in ‎Section 3.02(a).

“Person” shall mean an individual, corporation, partnership, joint venture, association, trust, unincorporated organization, limited liability company or governmental or other entity.

“POs” shall have the meaning set forth in ‎Section 7.01(a).

“PO Modification Agreement” shall have the meaning set forth in ‎Section 7.01(b)(ii).

“PO Modifications” shall have the meaning set forth in ‎Section 7.01(b)(ii).

“Policies” shall have the meaning set forth in ‎Section 6.05(c)(i).

“Power Class” shall mean a range of power within which an aero-derivative engine is capable of providing power measured in megawatts at ISO conditions. For purposes of this Agreement, there shall be five Power Classes defined by the following: (a) 0-19MW, (b) 20-40MW, (c) 41-60MW, (d) 61-95MW and (e) 95+ MW.

“Power Field of Use” shall mean customers operating primarily outside of the oil and gas industry and when the application is one or more of the following activities: (i) industrial power generation (i.e., metals, pulp and paper, and waste to energy), (ii) cogeneration (“Cogen”), (iii) combined heat and power (“CHP”), (iv) hybrid power generation, (v) combined cycle for utility/IPP and (vi) conventional (including, without limitation, simple cycle power plants) and nuclear power generation for utility/IPP including Cogen, CHP and biomass.

“Product Cost” means the following costs incurred in connection with LM Products, Spare Parts, or conducting Repair, including the manufacturing, assembling, testing, and repairing thereof:

(a) direct labor costs (including salary and wages);

(b) cost of materials used (including raw material, components, scrap, packaging materials, shipping and handling costs, freight-in charges, supplier charges, any applicable sales taxes and/or customs duties and brokers fees, and lot charges, including special process substantiation, vendor substantiation and manufacturing engineering support at supplier shops);

(c) allocation of overhead (including indirect labor costs, supplies and materials, manufacturing engineering support, plant insurance, property taxes, and other like costs) and

facilities and equipment expense (including rent, utilities, repairs and maintenance costs, equipment rental and leases, and depreciation expense);

(d) sourcing and material procurement, storage, and other applicable activities, including quality control and quality assurance, performed directly in support of the applicable activity;

(e) if applicable, costs for third party contract manufacturers or service providers;

(f) fuel costs associated with engine tests; and

(g) any royalties payable to a third party attributable to the applicable activity.

“Products Warranty” shall have the meaning set forth in ‎Section 8.03(a).

“Products Warranty Period” shall have the meaning set forth in ‎Section 8.03(a).

“Products/Services Claims” shall have the meaning set forth in ‎Section 8.01(b).

“Prohibited Supplier List” shall have the meaning set forth in ‎Section 7.09(a)(iii)(B).

“Receiving Party” shall have the meaning set forth in ‎Section 9.08(a).

“Regardless of Cause or Action” shall mean (to the maximum extent permitted by applicable Law), regardless of: cause, fault, default, negligence in any form or degree, foreseeability, strict or absolute liability, breach of duty (statutory or otherwise) of any person, including in each of the foregoing cases of the indemnified person, or any defect in any premises; for all of the above, whether pre-existing or not and whether the damages, liabilities, or claims of any kind result from contract, warranty, indemnity, tort/extra-contractual or strict liability, quasi contract, Law, or otherwise.

“Repairs” shall mean Advanced Repairs and Non-Advanced Repairs.

“Repair Services” shall mean performance of Advanced Repairs and Non-Advanced Repairs.

“Repair Royalty Fee” shall have the meaning set forth in ‎Section 7.10(c)(i).

“Repair Warranty” shall have the meaning set forth in ‎Section 8.03(b)(i).

“Repair Warranty Period” shall have the meaning set forth in ‎Section 8.03(b)(i).

“Replacement Agreements” shall have the meaning set forth in ‎Section 9.17(b)(ii).

“Representatives” shall mean the applicable Party’s respective directors, officers, members, employees, representatives, agents, attorneys, consultants, contractors, accountants,

financial advisors and other advisors. In the case of ADGTJV, it shall also include the JV Partners.

“Residuals” shall have the meaning set forth in ‎Section 6.05(n)(i).

“Restructuring” shall have the meaning set forth in the Recitals.

“RSP Materials” shall mean products and services sourced from RSPs.

“RSPs” means revenue share participants that have entered into a revenue share participant program (which is a risk and revenue-sharing program), the terms of which are set forth in joint contractual arrangements between such participants and GE, and pursuant to which such participants design, develop, manufacture, sell and/or support parts or component parts of the LM Products, Spare Parts and Services, and each of such participants, among other things, funds its share of effort on such program, assumes the corresponding risks and rewards, and receives compensation from sales of such LM Products, Spare Parts and Services based upon such participant’s share of such program.

“Security Incident” shall have the meaning set forth in ‎Section 6.05(k).

“Serial Defect” shall have the meaning set forth in ‎Section 8.03(a)(v)(A).

“Services” shall mean, individually or collectively, the Aftermarket Services and the Engineering Services.

“Signing Date” shall have the meaning set forth in the Preamble.

“Site” shall mean the premises where LM Products and Spare Parts are used or Services are performed, not including GE Aviation’s premises from which it performs Services.

“Software” shall have the meaning set forth in ‎Section 6.17(a).

“Source Data” shall mean source code or other source materials.

“Spare Parts” shall mean an individual part or assembly of parts, including modules, of an LM Product, typically identified by a unique part number, which can be sold individually or in the aggregate, but without being installed on such engine.

“Subsidiary” shall mean with respect to any Person, another Person, an amount of the voting securities or other voting ownership interests of which is sufficient, together with any contractual rights, to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.

“Specified Tool” shall have the meaning set forth in ‎Section 6.05(c)(ii).

“Supply Product Price” shall have the meaning set forth in ‎Section 7.03(a).

“Supply Program” shall have the meaning set forth in ‎Section 2.02.

“Tax” shall mean any federal, state, provincial, local, foreign or other tax, import, duty or other governmental charge or assessment or escheat payments, or deficiencies thereof, including income, alternative, minimum, accumulated earnings, personal holding company, franchise, capital stock, net worth, capital, profits, windfall profits, gross receipts, value added, sales, use, excise, custom duties, transfer, conveyance, mortgage, registration, stamp, documentary, recording, premium, severance, environmental, real and personal property, ad valorem, intangibles, rent, occupancy, license, occupational, employment, unemployment insurance, social security, disability, workers’ compensation, payroll, health care, withholding, estimated or other similar tax and including all interest and penalties thereon and additions to tax.

“Technology” means, collectively, all technology, software, hardware, data, databases, models, designs, formulae, algorithms, procedures, methods, discoveries, processes, techniques, ideas, know-how, research and development, tools, materials, specifications, inventions (whether patentable or unpatentable and whether or not reduced to practice) apparatus, creations, improvements, works of authorship in any media, confidential, proprietary or non-public information, and other similar materials, and all recordings, graphs, drawings, specifications, reports, presentations, analyses, other writings and other tangible embodiments of the foregoing, in any form, whether or not specifically listed herein, and all related technology.

“Technology Deliverables” shall mean all information and Technology whether pre-existing or generated as a result of this Agreement which has been or may be furnished or made available by GE Aviation to ADGTJV, other than the Engineering Tools.

“Technology Development Program Plan” shall mean a written agreement on a technology development program plan for any new product introduction or other Technology development in substantial conformance with the template set forth in Schedule 6.

“Term” shall have the meaning set forth in ‎Section 4.01.

“Third Party Materials” shall have the meaning set forth in ‎Section 6.05(e)(ii).

“Third Party Repair Supplier” shall have the meaning set forth in ‎Section 7.10(a).

“Third Party Repair Supplier Conditions” shall have the meaning set forth in ‎Section 7.10(a).

“Threshold Percentage” shall have the meaning set forth in Section 1.01 of Schedule 15.

“Tools Term” shall have the meaning set forth in ‎Section 6.05(b).

“Tools Users” shall have the meaning set forth in ‎Section 6.05(i)(iii).

“Umbrella Agreement” shall have the meaning set forth in the Recitals.

“Unapproved Operations” shall have the meaning set forth in ‎Section 8.03(a)(iv)(E).

“Unapproved Repair” shall have the meaning set forth in ‎Section 7.09(a)(i)(B).

“Unapproved Spare Part” shall have the meaning set forth in ‎Section 7.09(a)(i)(B).

“VDI” shall have the meaning set forth in ‎Section 6.05(a).

ARTICLE 2

EFFECTIVENESS; PURPOSE AND SCOPE

Section 2.01.     Effectiveness.

(a)               ADGTJV Joinder to Agreement. Substantially simultaneous with the closing of the joint venture contemplated by the Master Agreement (the “JV Effective Date”), BHGE and GE Power shall cause ADGTJV to execute and deliver a joinder to this Agreement, substantially in the form of Schedule 1 hereto, whereupon ADGTJV shall become a party to this Agreement. For the avoidance of doubt, except following any permitted assignment of this Agreement pursuant to Section 9.10, in no event shall either of BHGE or GE Power have or be entitled to exercise any rights, licenses or remedies of ADGTJV under this Agreement prior to the Effective Date (as defined below).

(b)               Agreement Effectiveness. Notwithstanding anything to the contrary contained in this Agreement or in the Master Agreement, and subject to Section 2.01(c) below, this Agreement and the obligations of each Party shall only become effective upon the occurrence of both (i) the Trigger Date (as defined in that certain Amended and Restated Stockholders Agreement between GE and Baker Hughes, a GE company, a Delaware corporation, dated as of November 13, 2018, as amended), and (ii) ADGTJV joining as a party hereto in accordance with Section 2.01(a) (the date on which the latest of (a) and (b) have occurred, the “Effective Date”). For avoidance of doubt, if the JV Effective Date has not occurred as of the Trigger Date, then this Agreement and the rights and obligations of the Parties hereunder shall not become effective, and instead, GE Aviation shall enter into separate supply and technology development agreements with each of BHGE and GE Power in accordance with Section 9.17(a).

(c)               Earlier Effectiveness. Notwithstanding the effectiveness of this Agreement contemplated by Section 2.01(b), (i) this Section 2.01 (Effectiveness), Section 3.03(c)(iv) of Schedule 15, Section 4.02(d) (Material Breach), Section 6.05 (Access to Engineering Tools), and ARTICLE 9 (General Provisions) shall be effective as of the Signing Date, and (ii) Section 6.02(a) (GE Aviation Background Intellectual Property) shall be effective as of December 1, 2018.

Section 2.02.     Purpose. The purpose of this Agreement is to set forth the terms and conditions governing: (a) the supply by GE Aviation to ADGTJV of the LM Products and Spare Parts and the provision by GE Aviation to ADGTJV of the Aftermarket Services and Engineering Services, as ordered and fulfilled pursuant to POs issued in accordance with ‎Section 7.01 (the “Supply Program”); (b) the Engineering Services and research and development programs that are unanimously agreed upon by the APCC and set forth in a written Technology Development Program Plan (the “Development Program”); and (c) the provision by GE Aviation

to ADGTJV and the JV Partners of certain Engineering Licensed Tools through a software as a service model (the “Engineering Tools Services”).

Section 2.03.     Supply Program.

(a)               Scope of LM Products and Spare Parts. Subject to the terms and conditions of this Agreement (including the exclusivity provisions set forth in ‎ARTICLE 5), GE Aviation shall sell and supply to ADGTJV, and ADGTJV shall purchase from GE Aviation, LM Products, Spare Parts and Services, and as ordered and fulfilled pursuant to POs issued in accordance with ‎Section 7.01.

(b)               Exclusions. Notwithstanding anything herein to the contrary in this Agreement, any new centerline new product introduction aero-derivative engine and any derivatives thereof shall not be supplied as part of the Supply Program under this Agreement and are not subject to any terms set forth in this Agreement other than ‎Section 5.03 (including those related to supply, development, maintenance, repair or engineering services). The inclusion of such engine will be subject to the APCC’s approval and any terms for such inclusion shall be separately negotiated between the Alliance Parties in good faith and based on market considerations.

(c)               Limitations Regarding LM9000. The inclusion of LM9000 in the Supply Program under this Agreement, and GE Aviation’s obligations with respect to LM9000, shall be limited to providing LM9000 OE Parts, and providing and repairing LM9000 OE Parts and related Spare Parts only, and shall not include any final assembly or testing responsibilities with respect to LM9000 (with the exception of the first four ‎(4) production units and the development program).

Section 2.04.     Development Program.

(a)               Scope. Subject to the terms and conditions of this Agreement, the Alliance Parties may engage in Development Programs pursuant to one or more Technology Development Program Plan, pursuant to ‎Section 6.01.

(b)               Third Party Providers. GE Aviation shall have the right, in its sole discretion, to designate or cause an Affiliate or third party provider to provide to ADGTJV any applicable Service(s), which shall be consistent with GE Aviation’s current and ordinary course practices, subject to any such third party provider agreeing in writing to provide such Services in accordance with the applicable terms and conditions of this Agreement. For the avoidance of doubt, GE Aviation will remain liable for the provision of Services by an Affiliate or such third party provider, in accordance with the terms of this Agreement.

ARTICLE 3

PROGRAM MANAGEMENT; AERO-DERIVATIVE PRODUCT COMPETITIVENESS COMMITTEE

Section 3.01.     Program Management and Operations.

(a)               Alliance Managers. Promptly after the Effective Date, each Alliance Party shall appoint an experienced cross-functional senior business leader to act as an alliance manager (each, an “Alliance Manager”), who shall oversee the fulfillment of this Agreement and the alignment of Alliance Parties’ interests, and shall notify the other Alliance Party of its Alliance Manager. The Alliance Managers shall be the primary point of contact for the Alliance Parties regarding the collaboration activities contemplated by this Agreement and shall help facilitate all such activities hereunder.

(b)               Alliance Manager Responsibilities. The Alliance Managers shall have the following responsibilities:

(i)                 To create and maintain a collaborative work environment between the Alliance Parties;

(ii)              To lead execution work assigned by the APCC to the Alliance Party and to serve as the single unifying element in the organization of each Alliance Party to ensure consistency and simplification as appropriate;

(iii)            To coordinate the various functional representatives developing and executing strategies and plans for GE Aviation’s supply of the LM Products, Spare Parts and Services;

(iv)             To provide single-point leadership for generating consensus both internally within their respective Alliance Parties’ organizations and externally across party lines regarding key strategy and plan issues;

(v)               To ensure the ability for rapid decision making regarding the execution of strategies and plans approved by the APCC to avoid the need for excessive APCC meetings and input;

(vi)             To identify and raise cross company, cross region and/or cross function disputes to the APCC; and

(vii)          To plan and coordinate efforts aimed at establishing and maintaining the functionality of GE Aviation’s supply of the LM Products, Spare Parts and Services.

Section 3.02.     Committees.

(a)               Governance. The Alliance Parties have agreed to establish the following committees to assist in achieving the Alliance Parties’ goals: (i) an Aero-derivative Product

Competitiveness Committee (“APCC”), the functions, composition, meeting requirements, decision-making authority and record keeping requirements for which are set forth in ‎Section 3.02(b), and (ii) Program Control Boards (each, a “PCB”), the functions, decision-making authority and record keeping requirements for which are set forth in ‎Section 3.02(c). The Alliance Parties have agreed that the oversight and management structures provided by the APCC and the PCBs as established by the Alliance Parties should facilitate quick decision-making and issue resolution. The Alliance Parties have also agreed that such oversight and management structure should facilitate maximum allowable collaboration between the Alliance Parties to achieve these goals and align the Alliance Parties interests, yet cause as little disruption as possible to the organizational structures of the Alliance Parties and their Affiliates. In addition, the Alliance Parties wish to establish an effective and efficient management coordination system so as to optimize the long term profitability of the LM Products, Spare Parts and Services.

(b)               APCC.

(i)                 Function. The APCC shall have the following functions:

(A)             evaluate and review cost competitiveness concerns after taking into account total cost of ownership, durability, reliability, availability, output, efficiency, and other similar value differentiators and then negotiate to modify the pricing terms to improve alignment and cost competitiveness, which modifications may include (1) reducing budget costs, which if achieved would be immediately captured by ADGTJV through a reduction of price during the interim term, (2) rebalancing of margin rates across LM Products, Spare Parts and Services, (3) temporary price concessions or (4) other economic currency as agreed by the Alliance Parties; provided that ADGTJV has provided the APCC with documentation to support such cost competitiveness concern that the LM Products, Spare Parts and Services costs are higher than the market rates of other similar manufacturers of aero-derivative engines of a comparable quality and such rates have been consistently offered for at least one (1) year;

(B)              if requested by an Alliance Party, to address major market concerns resulting from the commercial end market or the supply chain environment and potential corresponding adjustments to the Cost Baseline or Applicable Price;

(C)              make determinations on long range forecasting for sales and operations planning, based on input from ADGTJV’s customer channel representatives and GE Aviation’s planning and fulfillment representatives;

(D)             approve and guide joint technology development initiatives, including Development Program prioritization, funding and execution, based on input from ADGTJV’s engineers and product managers from both JV Partners and GE Aviation’s engineers and product management;

(E)              review and make decisions regarding proposals for new Derivatives;

(F)              oversee the management of the LM Products, Spare Parts and Service (including product cost out opportunities, product safety, non-aero part industrialization, lead time reduction ideas, end of life product management and new supplier development);

(G)             oversee the configuration management of LM Product or Spare Part (including technical reviews);

(H)             review of Repairs and Spare Parts introduction, development substantiation, approval and whether to allow new Repairs and Spare Parts introductions to the extent such introductions did not receive approval from GE Aviation’s engineering team for reasons related to safety concerns along with associated documentation related to the foregoing;

(I)                sustaining engineering of the LM Product or Spare Part;

(J)                determine the funding and joint management of Development Programs under each Technology Development Program Plan;

(K)             resolve any Disputes regarding ownership or licensing of Intellectual Property in accordance with the requirements of ‎ARTICLE 6;

(L)              at the request of ADGTJV to restart any LM Product Line that is terminated pursuant to ‎Section 4.03, consider the associated business case by evaluating the cost and benefit of restarting such terminated LM Product Line and, if the APCC determines to resume such terminated LM Product Line, such LM Product Line will be reinstated in this Agreement subject to pricing and lead time changes, if any;

(M)            at the request of ADGTJV if there is a substantial need to extend the support period under ‎Section 4.03(c) for Aftermarket Services or Engineering Services, consider granting an extension of such period;

(N)             review Lead Time reduction in accordance with ‎Section 7.02(c);

(O)             update the Prohibited Supplier List periodically and consider, upon written request of the Alliance Parties, making exceptions to the Prohibited Supplier List, provided that the APCC unanimously approves making such exceptions;

(P)              approve content contributed by GE Aviation required to construct Industrial Repair Manuals (IRMs) for LM Products;

(Q)             address the matters relating to introduction of new Repairs and Spare Parts as set forth in ‎Section 7.09 and ‎Section 7.10(a), including any exclusive buy or sell obligations between the Alliance Parties related thereto; and

(R)              make funding decisions on actions recommended by, or decisions made by, the PCBs.

(ii)              Composition. The APCC shall consist of a total of six (6) members, and be composed of two ‎(2) senior leaders (who shall be officers, directors or senior employees) appointed by each of GE Aviation and each JV Partner immediately following the Effective Date. GE Aviation and each JV Partner shall jointly appoint a chairperson to serve as the leader of the APCC (the “APCC Chairperson”). GE Aviation and each JV Partner shall have the right from time to time to substitute individuals, on a permanent or temporary basis for any of its previously designated members of the APCC, upon written notice to the other parties.

(iii)            Meetings. Unless the APCC otherwise agrees, regular meetings of the APCC shall be held at least once every fiscal quarter to establish goals, approve strategies and plans, review progress versus goals and to discuss issues. All meetings shall be held at such times and places as the APCC may determine. The APCC Chairperson shall be responsible for coordinating and distributing an agenda to the members of the APCC prior to meetings. The APCC Chairperson may call a special meeting of the APCC upon request of any member by written or oral notice to the other members. Notice of the place, date and time of all meetings of the APCC shall be mailed to a member’s last officially communicated place of business at least ten (10) days before the meeting or given by electronic communication at least five (5) days before the meeting. Attendance at a meeting shall constitute waiver of notice. Any meeting may be held by telephone or teleconference so long as all members participating in the meeting can hear one another at the same time. Telephone or teleconference meetings shall be governed by the same rules as other meetings of the APCC except as to location.

(iv)             Quorum. A duly constituted quorum of the APCC for purposes of making any decision or taking any action required or permitted to be made or taken pursuant to this Agreement shall be at least two ‎(2) members from each of GE Aviation and each JV Partner present in person, via telephone or teleconference. Any member unable to attend in person may attend via telephone or teleconference and shall have all rights to participate fully and vote, provided that members of the APCC may not delegate their attendance responsibility.

(v)               Decision Making. The APCC shall review processes and reach decisions after taking into consideration each Alliance Party’s interests, including in the areas of cost competitiveness, services footprint dynamics, growth opportunities and customer dynamics. Decisions shall be made on a business case-basis (A) after reviewing the necessary facts and risk assessments provided by the engineering and supply chain teams and (B) after taking into account input

from the commercial teams regarding the end market for use in the business case. Any decision or action required or permitted to be made or taken by the APCC shall only be made or taken upon the unanimous agreement of all members of the APCC. If the APCC does not unanimously agree with respect to any matter, then such matter shall be resolved pursuant to the mechanisms described in ‎Section 9.07 of this Agreement. Any decision or action that might be made or taken at any meeting of the APCC may be made or taken, in lieu of a meeting, by an instrument in writing executed by the members of the APCC. Such instruments may be executed in counterparts.

(vi)             Records. The APCC shall keep accurate minutes of all meetings to reflect any and all decisions or actions made or taken. The APCC Chairperson shall designate a member of the APCC or another person agreed by the APCC to prepare and circulate a draft of the minutes of each meeting. Drafts of such minutes shall be delivered to the members of the APCC within twenty (20) days after the meeting, and shall be edited and issued in final form as soon as practical after the meeting, with the approval and agreement of the members of the APCC, as evidenced by their (or their designee’s) signatures on the minutes. The APCC shall also keep such other records as it deems appropriate.

(c)               Program Control Board (PCB). There shall be a PCB formed for each LM Product Line (e.g., LM2500, LM6000, LMS100, and LM9000), including its related Derivatives and variants with respect to (1) flange to flange decisions (“GE Aviation PCBs”) and (2) overall package and turbine integration decisions (“ADGTJV PCBs”).

(i)                 Function. Each PCB shall have the following functions:

(A)             Making decisions on design changes in the factory and the field;

(B)              Monitoring business operations, considering technical and business risk;

(C)              Approving control documents such as engineering scope of work, technical publications and service bulletins;

(D)             Overseeing supply chain management and manufacturing programs management; and

(E)              Managing allocation of approved funds and budgeting.

(ii)              Meetings. A GE Aviation-appointed PCB chairperson will call and lead meetings and there shall be at least one ADGTJV appointee for GE Aviation PCBs. An ADGTJV-appointed PCB chairperson will call and lead meetings and there shall be at least one GE Aviation appointee for ADGTJV PCBs.

(iii)            Decision Making. Any decision or action required or permitted to be made or taken by a PCB shall only be made or taken upon the unanimous agreement of all members of such PCB; provided that:

(A)             any decision or action associated with flange to flange turbines and associated Technology shall be led by GE Aviation, with at least one ‎(1) representative from ADGTJV having the right to provide input, provided that if a PCB cannot reach unanimous agreement then the issue will be escalated within the organizations to attempt to reach an agreement at a more senior level, but GE Aviation shall have the final decision authority,

(B)              any decision or action associated with installation design manuals for GE Aviation-supplied hardware for LM Products shall be led by GE Aviation, with at least one ‎(1) representative from ADGTJV having the right to provide input, provided that if a PCB cannot reach unanimous agreement then the issue will be escalated within the organizations to attempt to reach an agreement at a more senior level, but GE Aviation shall have the final decision authority, and

(C)              any decision or action associated with the overall package and turbine integration of LM Products, and associated package and integration Technology, shall be led by ADGTJV, with at least one ‎(1) representative from GE Aviation having the right to provide input; provided that, to the extent a formal program control process does not exist at ADGTJV, then ADGTJV shall provide necessary updates to GE Aviation on the package development and provide GE Aviation with an opportunity to provide comment, provided that if a PCB cannot reach unanimous agreement then the issue will be escalated within the organizations to attempt to reach an agreement at a more senior level, but ADGTJV shall have the final decision authority.

(iv)             Records. Each PCB shall keep accurate minutes of all meetings to reflect any and all decisions or actions made or taken. A member of each PCB shall prepare and circulate a draft of the minutes of each meeting. Drafts of such minutes shall be delivered to the members of such PCB within twenty (20) days after the meeting, and shall be edited and issued in final form as soon as practical after the meeting, with the approval and agreement of the members of such PCB, as evidenced by their (or their designee’s) signatures on the minutes. Each PCB shall also keep such other records as it deems appropriate.

Section 3.03.     Agreement Implementation.

(a)               Spare Part PO Placement Process.

(i)                 The Parties acknowledge that, because the process currently in place between BHGE and GE Power for ordering Spare Parts is integrated into the GE Aviation material fulfillment process, and such process does not facilitate the implementation of POs as per this Agreement, there is a need to implement a separation between GE Aviation and ADGTJV and a workable process for the

placement and acceptance of POs. Accordingly, the Alliance Parties shall work together in good faith to agree to a revised process by no later than December 31, 2019 (or such other date as mutually agreed by the Alliance Parties) to effectuate the ordering of Spare Parts under this Agreement. The Alliance Parties shall recommend the revised process to the APCC for approval, or if the APCC is not yet formed, to the VPs of Product Management of the JV Partners; provided that the revised process shall seek to minimize costs that each Alliance Party shall have to bear.

(ii)              Given the fact that through the current process, there is no issuance of a purchase order, and given ‎Section 7.02(b)(i), both Alliance Parties acknowledge that until the revised process under ‎Section 7.02(b)(i) is implemented, GE Aviation’s obligations will be based on the terms of the GE Aviation Supplemental Terms and the requirements set forth in written work orders issued between the Alliance Parties. GE Aviation shall work in good faith to deliver Spare Parts as if a PO had been in effect, provided that GE Aviation’s obligation to pay damages shall be suspended until the new PO process is implemented, which shall be no later than one year after the date ADGTJV’s CEO assumes his or her role.

(b)               Spare Parts Storage and Warehousing.

(i)                 Due to the fact that the current BHGE and GE Power process for storing and warehousing Spare Parts (and certain LM Products components) is fully integrated into the GE Aviation material management processes, and such processes and facilities cannot be maintained in the same manner following the Effective Date, but recognizing that fully separating such processes is a complex and time consuming process, the Alliance Parties agree that they will work together to mutually agree on a new process or resolution for the storing and warehousing of such goods, if needed, by no later than December 31, 2019 (or such other date as mutually agreed by the Alliance Parties). Such new process shall allow for title transfer, care, custody and control and risk of loss for Spare Parts (and any other LM Products) to occur at delivery as contemplated by any purchase orders issued under the process agreed through the previous section. The Alliance Parties shall recommend the revised process to the APCC for approval; provided that the revised process shall seek to minimize costs that each Alliance Party shall have to bear. For the avoidance of doubt, the Alliance Parties recognize that this will require the establishment of a separate warehousing solution that is not owned or leased by GE Aviation.

(c)               Administrative and Management Organization and Costs. The Parties agree to the rights and obligations set forth in Section 3.03(c) of Schedule 15.

ARTICLE 4

TERM AND TERMINATION

Section 4.01.     Term. The term of this Agreement shall commence on the Effective Date and shall continue thereafter until terminated in accordance with ‎Section 4.02 or ‎Section 4.03 (the “Term”).

Section 4.02.     Termination Events.

(a)               Mutual Agreement. This Agreement may be terminated upon the mutual written agreement of the Alliance Parties.

(b)               Bankruptcy; Insolvency. Subject to and without limiting Section 4.02(e), any Party may terminate this Agreement immediately by written notice to the other Parties upon the occurrence of any of the following events: (i) another Party is or becomes insolvent or unable to pay its debts as they become due within the meaning of the United States Bankruptcy Code (or any successor statute) or any analogous foreign statute; (ii) another Party appoints or has appointed a receiver for all or substantially all of its assets, or makes an assignment for the benefit of its creditors; (iii) another Party files a voluntary petition under the United States Bankruptcy Code (or any successor statute) or any analogous foreign statute; or (iv) another Party has filed against it an involuntary petition under the United States Bankruptcy Code (or any successor statute) or any analogous foreign statute, and such petition is not dismissed within ninety (90) days.

(c)               Liquidation or Dissolution of ADGTJV. This Agreement shall automatically terminate upon liquidation or dissolution of ADGTJV.

(d)               Material Breach.

(i)                 Subject to and without limiting ‎Section 4.02‎(e), in the event of a material breach by a Party (the “Breaching Party”), any other Party (a “Non-breaching Party”) shall provide written notice to the Breaching Party as soon as reasonably practicable after the Non-breaching Party becomes aware of the occurrence of such material breach, which notice shall contain a description of such material breach in reasonable detail (a “Notice of Material Breach”). The failure or delay of a Non-breaching Party in delivery of a Notice of Material Breach shall not be deemed a waiver of any rights of such Non-breaching Party unless and to the extent such failure or delay materially and adversely affects the Breaching Party’s ability to cure such material breach.

(ii)              The Breaching Party shall have the automatic right during the ninety (90) day period following receipt of a Notice of Material Breach to cure such material breach (the “Initial Cure Period”). Any efforts by the Breaching Party to cure shall not be deemed an admission that the Breaching Party has committed a material breach. If the Breaching Party has promptly and diligently

taken reasonable steps to cure but such cure has not been completed within the Initial Cure Period, then the period to cure shall be extended for a commercially reasonable time not to exceed a further thirty (30) days to enable such cure to be completed (the “Extended Cure Period”), provided that, the cure period shall not be extended if, notwithstanding all reasonable efforts, such cure could not be effected within the Extended Cure Period.

(iii)            If the Breaching Party disputes that a material breach has occurred, or if a cure is not possible within the Initial Cure Period (or, if applicable, the Extended Cure Period), then senior management representatives of the Parties shall meet, no later than fifteen (15) days following delivery of written notice from one Party to the other Parties requesting such meeting, to attempt to resolve such Dispute. The Parties agree to use all reasonable efforts to fully resolve the Dispute and to find a cure within the Initial Cure Period (or, if applicable, the Extended Cure Period). The Parties may extend the duration of such dispute resolution proceedings for such period of time as may be mutually agreed in writing. If the Parties have not resolved such Dispute by the end of thirty (30) days following the written notice requesting a dispute resolution meeting of senior management, then a Non-breaching Party may terminate this Agreement by delivering written notice to such effect to the Breaching Party (the “Notice of Termination”), but the Breaching Party shall be entitled to commence a Dispute under the applicable dispute resolution clause herein to determine if a material breach has occurred. Termination shall be without prejudice to any other rights or remedies to which any Party may be entitled under this Agreement or applicable Law.

(iv)             If the termination is due to GE Aviation’s material breach, if so specified by ADGTJV, upon a Notice of Termination of this Agreement, GE Aviation shall promptly stop work under any POs outstanding as of such notice date as directed in the notice.

(v)               If the termination is due to ADGTJV’s material breach, GE Aviation shall have the right to promptly stop work under any POs outstanding as of such notice date and ADGTJV shall not place further subcontracts/orders in respect of any such outstanding POs.

(vi)             This Agreement may not be terminated for any reason other than as expressly set forth in this ‎Section 4.02.

(e)               Notwithstanding anything to the contrary in this Agreement, (i) GE Aviation shall have no right to terminate this Agreement or GE Aviation’s exclusive supplying commitment with respect to the BHGE Field of Use hereunder (including, for the avoidance of doubt, ‎ARTICLE 5 and ‎ARTICLE 6 hereof) as a result of any material breach by or directly or indirectly caused by GE Power, and (ii) GE Power shall have no right to terminate this Agreement as a result of any material breach by or directly or indirectly caused by GE Aviation, in each case so long as GE Power and GE Aviation are under common control (as control is defined in the definition of “Affiliate”) at the time of the relevant breach or action by GE Power or GE Aviation, as applicable.

(f)                Breaches of POs. For the avoidance of doubt, the breach of a PO shall not automatically constitute a breach of this Agreement, provided that such breach may still give rise to other relief. However, GE Aviation may terminate this Agreement upon notice to ADGTJV: (i) for material and chronic breaches of the POs by ADGTJV that ADGTJV has not cured within one hundred eighty (180) days following written notice of default from GE Aviation, or (ii) default by ADGTJV of its payment obligations under any PO or POs, for amounts not subject to a good faith dispute, individually or in the aggregate, in excess of fifty million U.S. Dollars ($50,000,000).

Section 4.03.     LM Product Line Termination Upon Production Cessation.

(a)               Subject to ‎Section 4.03(b) and ‎Section 4.03(c) and without prejudice to any other clauses in this Agreement, GE Aviation shall not have an obligation to provide engines of an LM Product Line if (a) any LM Product Line has not been delivered for a period of twelve (12) consecutive months (so long as such one (1) year period has not expired due to delivery delays caused by GE Aviation) (the end of such period, an “End of Production Date”), and (b) GE Aviation sends ADGTJV a request to terminate engine production on such LM Product Line, and (c) ADGTJV consents in writing to such termination, provided that ADGTJV shall reasonably and promptly consider GE Aviation’s request.

(b)               If ADGTJV wishes to restart an LM Product Line terminated in accordance with the above, it may make a request of the APCC as set forth in ‎Section 3.02(b)(i)(L). Should GE Aviation restart the LM Product Line previously ceased, all rights and obligations under this Agreement shall be reinstated.

(c)               For any LM Product Line terminated in accordance with the above, GE Aviation shall continue to support and fulfill POs for Spare Parts, Repairs and Engineering Services issued by ADGTJV in accordance with this Agreement for a period of twenty-five (25) years following the relevant End of Production Date. If ADGTJV has a substantial need to extend such period for Spare Parts, Repairs or Engineering Services, the APCC may grant an extension of such period in accordance with ‎Section 3.02(b)(i)(M).

Section 4.04.     Effects of Expiration or Termination.

(a)               Tooling Purchase Option Upon Termination. Following any termination of this Agreement (other than termination by GE Aviation pursuant to ‎Section 4.02(c) or ‎Section 4.02(d) for material breach by ADGTJV), GE Aviation shall notify ADGTJV in writing if GE Aviation intends to sell any tooling assets that GE Aviation owns and that is associated with assembly and/or testing of the LM Product Lines outside of the sale of the associated GE Aviation business. ADGTJV shall then have a right, exercisable by written notice to GE Aviation within sixty (60) days following receipt of GE Aviation’s notice, to purchase such tooling. If ADGTJV exercises such right to purchase such tooling, the Alliance Parties shall negotiate in good faith for a period of one hundred and twenty (120) days with respect to the price and other terms in connection with such sale. If the Alliance Parties are unable to enter into such an agreement, then GE Aviation may thereafter pursue such sale to any third party. ADGTJV may assign the foregoing right to one of the JV Partners prior to a liquidation or dissolution of ADGTJV.

(b)               Other Effects of Expiration or Termination.

(i)                 Except as set forth in ‎Section 4.05, expiration or termination of this Agreement shall terminate any and all rights and obligations hereunder; provided that the expiration or earlier termination of this Agreement shall not relieve any Party of any of its rights or liabilities arising prior to or upon such expiration or earlier termination or for POs under execution.

(ii)              The acceptance of any PO from, or the sale or provision of any LM Products, Spare Parts or Services to, ADGTJV after the expiration or termination of this Agreement shall not be construed as a renewal or extension hereof, nor as a waiver of termination, but in the absence of a written agreement signed by one of the authorized representatives of GE Aviation herein, all such transactions shall be governed by provisions identical to the provisions of this Agreement.

(iii)            Except as set forth in ‎Section 4.05, each Party shall promptly, but in no event greater than within thirty (30) days, return all Confidential Information of the other applicable Parties or their Affiliates that is in such Party’s or its Affiliates’ possession and control, subject to any rights such Party and its Affiliates may rightfully possess to the same hereunder.

Section 4.05.     Survival. On any expiration or termination of this Agreement, the following provisions shall survive in full force and effect: ‎ARTICLE 1 (Definitions); ‎Section 1.01; ‎Section 4.04 (Effects of Expiration or Termination); ‎Section 6.02 (Background IP) with respect to the provisions set forth in such section that expressly survive; ‎Section 6.03 (Foreground IP); ‎Section 6.04(f) (Technology Deliverables); ‎Section 6.05(j) (Access to Engineering Tools – Security and Audit Rights); ‎Section 6.05(n) (Access to Engineering Tools – Residual Uses); ‎Section 6.06 (Third Party Licenses); ‎Section 6.07 (Section 365(n) of the Bankruptcy Code); ‎Section 6.09 (Reservation of Rights); ‎Section 6.13 (Prosecution and Maintenance); ‎Section 6.14 (Third Party Infringements, Misappropriations and Violations); ‎Section 6.17 (Embedded Software License); ‎Section 7.02(a) (Terms and Conditions of Purchase); ‎Section 7.05 (Lump Sum Payment); ‎ARTICLE 8 (Allocation of Liability); and ‎ARTICLE 9 (General Provisions). Expiration or termination of this Agreement shall not affect any rights or liabilities which have accrued prior to expiration or termination. In addition, any payment obligations that have accrued under this Agreement at the time of such expiration or termination shall remain in full force and effect until they are satisfied in full.

ARTICLE 5

EXCLUSIVITY

Section 5.01.     ADGTJV Exclusive Purchasing Commitment. During the Term and subject to ‎Section 5.04, ADGTJV, directly or through its Affiliates, shall purchase from or through GE Aviation, as its sole supplier, one hundred percent (100%) of their requirements for Exclusive Products/Services for the JV Field of Use. Subject to the exceptions referenced above, ADGTJV and the JV Partners expressly covenant and agree on behalf of themselves and their Affiliates that, during the Term, they will not obtain Exclusive Products/Services from any

source other than GE Aviation and will not provide Exclusive Products/Services other than for the JV Field of Use.

Section 5.02.     GE Aviation Exclusive Supplying Commitment. During the Term and subject to ‎Section 5.05, GE Aviation, and its Affiliates acting on its behalf, shall sell to ADGTJV the Exclusive Products/Services ordered by ADGTJV under and pursuant to the terms of this Agreement as GE Aviation’s sole third party customer for the Exclusive Products/Services for the JV Field of Use. For the avoidance of doubt, Engineering Services, other than those captured in the definition of Exclusive Products/Services, that are provided by GE Aviation to ADGTJV and covered by the terms of this Agreement shall be provided on a non-exclusive basis (and shall also be subject to the terms of the exclusive license grants in ‎ARTICLE 6).

Section 5.03.     Rights Regarding New Engines.

(a)               If any Party or any of its Affiliates intends to (i) develop a new engine (including derivatives) for the BHGE Field of Use or the Power Field of Use that neither GE Aviation nor either of the JV Partners makes as of the Effective Date in a particular Power Class, or (ii) procure a competing engine for the BHGE Field of Use or the Power Field of Use in a particular Power Class, whether independently or with or through a third party, then GE Aviation or ADGTJV (on behalf of such JV Partner), as applicable, shall first provide the APCC with notice of such intention for discussion in good faith to determine if ADGTJV, or either of the JV Partners, can reach agreement with GE Aviation in a reasonable timeframe on terms (including funding) on which they, jointly or collectively, would pursue such new engine opportunity as set forth in ‎Section 5.03(b)(i) and ‎Section 5.03(b)(ii) below.

(b)               If GE Aviation and ADGTJV or a JV Partner do not reach agreement within six (6) months of such notice, then the Party seeking to pursue such new engine opportunity can pursue such new engine opportunity independently of the other Parties, if and only if:

(i)                 In the case where GE Aviation is the Party pursuing the new engine opportunity, (A) such new engine opportunity would require more than seventy-five million U.S. dollars ($75,000,000) in total development and procurement costs, and (B) at least sixty percent (60%) of the total product cost (based on the estimated cost of the fiftieth (50th) production unit) of the new engine is attributable to engine parts not present in any LM Product Line as of the date of such notice. Under such circumstances, such new engine opportunity would thereafter be deemed outside the scope of this Agreement such that this Agreement would not apply to such new engine opportunity except for Intellectual Property addressed in a Technology Development Program Plan under ‎ARTICLE 6.

(ii)              In the case where ADGTJV or a JV Partner is the Party pursuing the new engine opportunity, such new engine opportunity would require more than fifty million U.S. dollars ($50,000,000) in total development and procurement costs, or ADGTJV or the JV Partners procures a competing engine

for use in the JV Field of Use. Under such circumstances, any sales of such new engine would contribute to the denominator of the applicable Engine Unit Proportion for BHGE Field of Use or Engine Unit Proportion for Power Field of Use.

Section 5.04.     Termination of ADGTJV Exclusive Purchasing Commitment. Without prejudice to any other rights or remedies to which ADGTJV may be entitled under this Agreement or applicable Law, including the right to seek damages, specific performance and injunctive relief in accordance with this Agreement, upon written notice to GE Aviation, ADGTJV shall no longer be bound by ‎Section 5.01 for a particular Power Class (but not any other Power Class) if:

(a)               GE Aviation materially and chronically defaults on delivery obligations for the Exclusive Products/Services in such Power Class and is not able within one hundred eighty (180) days to develop a plan to cure following written notice of default from ADGTJV; or

(b)               GE Aviation materially breaches its supply commitment under ‎Section 5.02.

Section 5.05.     Termination of GE Aviation Exclusive Supply Commitment. Upon written notice to ADGTJV, GE Aviation shall no longer be bound by its exclusive supply obligations under Section 5.02 for the specific Power Class and relevant BHGE Field of Use or Power Field of Use if any one of the following occurs, as follows:

(a)               As set forth in Section 5.05(a) of Schedule 15:

(b)               As set forth in Section 5.05(b) of Schedule 15:

(c)               As set forth in Section 5.05(c) of Schedule 15.

(d)               For the JV Field of Use and all Power Classes, ADGTJV materially breaches its purchasing commitment under Section 5.01.

(e)               As set forth in Section 5.05(e) of Schedule 15.

(f)                As set forth in Section 5.05(f) of Schedule 15.

Section 5.06.     Change of Control of ADGTJV.

(a)               If one of the JV Partners acquires (directly or indirectly) any or all of ADGTJV’s interests of the other JV Partner, (A) ADGTJV would retain exclusivity in the remaining JV Partner’s Exclusive Field of Use, and (B) the exclusive supply obligations under ‎Section 5.02 and exclusive licenses granted under ‎ARTICLE 6 would become non-exclusive for sales into the selling JV Partner’s Exclusive Field of Use (i.e., both Aviation and the remaining JV Partner could sell into the exiting JV Partner’s Exclusive Field of Use).

(b)               If a GEA Competitor acquires (whether directly from ADGTJV or from one or more of the JV Partners) more than twenty percent (20%) of ADGTJV, GE Aviation may terminate the exclusive supply obligations under ‎Section 5.02 and exclusive licenses granted under ‎ARTICLE 6 would become non-exclusive for all Exclusive Fields of Use (i.e., both Aviation and the remaining JV Partner would be entitled to sell into the exiting JV Partner’s Exclusive Field of Use).

(c)               Upon the occurrence of a Change in Control of one of the JV Partners, (A) ADGTJV would retain exclusivity in the Exclusive Field of Use of the unaffected JV Partner, and (B) GE Aviation may terminate the exclusive supply obligations under ‎Section 5.02 and exclusive licenses granted under ‎ARTICLE 6 would become non-exclusive in the Exclusive Field of Use of the JV Partner that has had such Change in Control (i.e., both Aviation and the remaining JV Partner would be entitled to sell into the exiting JV Partner’s Exclusive Field of Use).

For the avoidance of doubt, a Change in Control shall not affect or otherwise terminate the exclusive purchase commitment of ADGTJV. Unless otherwise set forth in this Agreement, all other terms of this Agreement shall continue to apply.

ARTICLE 6

DEVELOPMENT PROGRAMS AND INTELLECTUAL PROPERTY

Section 6.01.     Development Programs.

(a)               Legacy NPIs. The Parties agree that Schedule 10 sets forth:

(i)                 the Technology Development Program Plans for the Legacy NPIs and NTIs;

(ii)              the designation of ADGTJV Foreground IP, BHGE Foreground IP, GE Power Foreground IP, GE Aviation Foreground IP and Joint Foreground IP for Legacy NPIs and NTIs; and

(iii)            the Technology Deliverables for each such Legacy NPIs and NTIs.

(b)               Engineering Programs. If at any time either of the Alliance Parties anticipate that the labor costs to ADGTJV of any Engineering Services project not already covered by a Technology Development Program Plan will exceed five million dollars ($5,000,000), notice shall be provided to the other Alliance Party and the Alliance Parties shall execute a Technology Development Program Plan that addresses ownership and license rights of Foreground IP for that project, which may deviate from the allocation of rights pursuant to ‎Section 6.03(a)(ii). If any Engineering Services have already commenced, such Engineering Services shall stop when such limit is reached unless and until such Technology Development Program Plan is executed, unless continuation of the work is otherwise authorized in writing by the Alliance Managers. GE Aviation will provide reasonable advance notice of anticipated work stoppage. GE Aviation shall not have any liability or obligations under this Agreement resulting from such a work stoppage, including in connection with the Supply Program relating to such Engineering Services (including pursuant to ‎Section 7.02(b)), until such Technology Development Program is executed by the Alliance Parties. Either Alliance Party may also demand a Technology Development Program Plan to be executed for projects under five million dollars ($5,000,000).

(c)                Records and Reports. Each Party shall maintain records in sufficient detail to enable one skilled in the art to understand the nature of the work and properly reflect all work done and results achieved in the performance of a Development Program (including all data in the form usually maintained by such Party). Upon reasonable request of one Party and in compliance with this Agreement, the other Parties shall provide a copy of such records to the extent reasonably necessary to demonstrate its performance of its obligations under this Agreement; provided that each Party shall maintain Confidential Information of the other Party contained in such records in confidence in accordance with the protection of Confidential Information as set forth in Section 9.08 and shall not use such records or Confidential Information except to the extent permitted by this Agreement.

(d)               In the event of a conflict between the rules for allocating ownership and/or licensing of Foreground IP, the following order of precedence shall prevail:

(i)                 a Technology Development Program Plan; and

(ii)              the terms of this Agreement.

Section 6.02.     Background IP.

(a)               GE Aviation Background Intellectual Property.

(i)                 Ownership. As between the Parties, GE Aviation shall own and control all GE Aviation Background IP.

(ii)              License of GE Aviation Background IP to ADGTJV.

(A)             Subject to the terms and conditions of this Agreement and as part of the consideration of this Agreement (with no other payment due), GE Aviation hereby grants to ADGTJV and the JV Partners a perpetual, irrevocable, worldwide, sublicensable (solely in accordance with ‎Section 6.02(a)(ii)(D)) right and license under the GE Aviation Background IP solely as necessary for ADGTJV and the JV Partners to (x) sell, package and maintain, and provide services (other than repair services) for, LM Products sold by GE Aviation to ADGTJV and the JV Partners, respectively, hereunder and using GE Aviation Background IP and (y) sell and perform repairs for such LM Products to the extent ADGTJV or such JV Partner is authorized to do the same in accordance with ‎Section 7.09 and ‎Section 7.10.

(B)              Such license shall be effective as of December 1, 2018 and shall be exclusive in the JV Field of Use on and after such date for the duration and extent of ADGTJV’s exclusivity under ‎ARTICLE 5, except as follows:

(1)               if ADGTJV’s purchase commitment obligations pursuant to ‎ARTICLE 5 expire with respect to a specific Power Class, then the license rights granted pursuant to this ‎Section 6.02(a) shall thereafter become non-exclusive with respect to such Power Class; and

(2)               where GE Aviation is permitted to pursues a new engine opportunity pursuant to ‎Section 5.03(b)(i), then the license rights granted pursuant to this ‎Section 6.02(a) that cover such new engine and associated components thereof shall thereafter become non-exclusive.

For the avoidance of doubt, from December 1, 2018 until the Effective Date, such license shall be solely in the BHGE Field of Use as to BHGE and solely in the Power Field of Use as to GE Power.

(C)              Following expiration or termination of this entire Agreement, the license rights granted pursuant to this ‎Section 6.02(a) shall survive as to products already sold during the Term, but shall otherwise cease such that GE Aviation will be free to exploit GE Aviation Background IP in any and all Power Classes and fields of use.

(D)             ADGTJV and the JV Partners shall also have the right to sublicense the foregoing license rights to third party vendors, solely as strictly necessary to have-made packaging products and industrialized parts, and for installation, maintenance and repair services (in the case of industrialized parts and repair services, to the extent ADGTJV is permitted to use third party vendors for such parts and repairs under ‎Section 7.09 or ‎Section 7.10), and in each case solely in accordance with the scope of the license grant from GE Aviation pursuant to this ‎Section 6.02(a), and subject to the purchase commitment obligations in ‎ARTICLE 5; provided that, ADGTJV and each of the JV Partners shall remain liable (jointly and severally) to GE Aviation for any breach of the license conditions by such third party vendors. Notwithstanding the foregoing, if such liability is solely attributable to one of the JV Partners or its third party vendors, then such JV Partner shall be solely liable.

(E)              Notwithstanding any of the foregoing license grants, GE Aviation shall retain the right to use GE Aviation Background IP to fulfill its existing obligations between GE Aviation (including its Affiliate, GE Avio S.r.l.) and ADGTJV or any JV Partner pursuant to any agreements existing as of the Signing Date.

(b)               JV Partner Background IP.

(i)               Ownership. As between the Parties, the applicable JV Partner shall own and control its JV Partner Background IP. “BHGE Background IP” and “GE Power Background IP” identified on Schedule 10 shall be deemed JV Partner Background IP of the respective JV Partner for the purposes of this Agreement.

(ii)              License of JV Partner Background IP to GE Aviation.

(A)             Subject to the terms and conditions of this Agreement, each of the JV Partners, on behalf of themselves and their Affiliates, hereby grants to GE Aviation and its Affiliates an irrevocable, worldwide, exclusive (in accordance with this Section) right and license under the JV Partner Background IP solely as necessary for GE Aviation and its Affiliates to:

(1)               sell, package, maintain and provide services and repairs for products that use JV Partner Background IP in the Licensed Aviation Field of Use and

(2)               sell, package, maintain and provide aero-derivative products and services that use both (a) hardware supplied by ADGTJV or

a JV Partner under a supply agreement and (b) JV Partner Background IP in the Marine Field of Use.

(B)              Such licenses shall be exclusive in the Licensed Aviation Field of Use and Marine Field of Use, respectively, for the duration and extent of GE Aviation’s supply commitment obligations under ‎ARTICLE 5. If GE Aviation’s supply commitment obligations pursuant to ‎ARTICLE 5 terminates with respect to a specific Power Class, then the license rights granted pursuant to this ‎Section 6.02(b) shall thereafter become non-exclusive as to that Power Class in the Licensed Aviation Field of Use and the Marine Field of Use. Following termination of this Agreement, the license rights granted pursuant to this ‎Section 6.02(b) shall survive as to products already sold during the Term, but shall otherwise cease such that ADGTJV and the JV Partners shall be free to exploit JV Partner Background IP in any and all Power Classes and fields of use.

(C)              GE Aviation shall have the right to sublicense the foregoing license rights under this ‎Section 6.02(b) to third party vendors, solely as strictly necessary to have-made packaging products (but not parts) and installation and maintenance services, and solely in accordance with the scope of the license grant from ADGTJV pursuant to this ‎Section 6.02(b) and subject to the supply commitment obligations in ‎ARTICLE 5; provided that, GE and GE Aviation shall remain liable (jointly and severally) to the JV Partners for any breach of the license conditions by such third party vendors.

(c)               Cooperation with respect to Designated Agreements. GE Aviation, BHGE and GE Power will work together in good faith to obtain amendments to the licenses set forth in the Designated Agreements as necessary to allow GE Aviation to fulfill its supply commitments and other obligations hereunder and so that the licenses granted under this Agreement, and the ability of ADGTJV to operate its business, are not limited by the scope of the licenses set forth in the Designated Agreements. In the event such amendments are not obtained and, as a result thereof, GE Aviation is not able to supply LM Products and Spare Parts hereunder, GE Aviation shall not incur any liquidated damages under Section 7.02(b). For avoidance of doubt, nothing herein shall be construed as an admission that any of the rights subject to the Designated Agreements are used in or necessary for any supply or licensing obligations under this Agreement.

Section 6.03.     Foreground IP.

(a)               Identification of Owners.

(i)                 With respect to the Legacy NPIs and NTIs, Foreground IP is assigned to the Parties as designated in Schedule 10. The Parties and the respective Affiliates of the foregoing hereby assign to one another any and all right, title and interest in and to such Foreground IP in accordance with such designation.

(ii)              Subject to ‎Section 6.01(b) and unless otherwise specified in a Technology Development Program Plan (including, for the avoidance of doubt, any Technology Development Program Plan set forth on Schedule 10), or as otherwise agreed in writing, Foreground IP shall be assigned as follows:

(A)             all Foreground IP that incorporates GE Aviation Confidential Information, is a derivative work (it being understood under that such term as used hereunder has the meaning ascribed to it under U.S. copyright law) of GE Aviation Background IP that constitutes a work of authorship, or is a modification of, or improvement of any GE Aviation Background IP shall be owned by GE Aviation (“GE Aviation Foreground IP”);

(B)              all Foreground IP that is the result of a joint collaboration between GE Aviation, on the one hand, and ADGTJV and/or a JV Partner, on the other hand, shall be jointly owned by the Alliance Parties (“Joint Foreground IP”); and

(C)              all Foreground IP that is neither GE Aviation Foreground IP nor Joint Foreground IP shall be owned by ADGTJV (“ADGTJV Foreground IP”).

(b)               GE Aviation Foreground IP.

(i)                 Ownership. As between the Parties, GE Aviation shall own and control all GE Aviation Foreground IP. ADGTJV, the JV Partners and the respective Affiliates of the foregoing hereby assign to GE Aviation any and all right, title and interest in and to the GE Aviation Foreground IP.

(ii)              License of GE Aviation Foreground IP to ADGTJV. Subject to the terms and conditions of this Agreement, as part of the consideration of this Agreement (with no other payment due), GE Aviation hereby grants to ADGTJV and the JV Partners an irrevocable, worldwide, sublicensable (solely in accordance with ‎Section 6.03(b)(iii) below) right and license under the GE Aviation Foreground IP solely as necessary to make, have made, use, sell, package, maintain and provide LM Products, services and repairs using GE Aviation Foreground IP, subject, in each case, to: (A) the license restrictions regarding GE Aviation Background IP (including the Technology transfer) set forth in ‎Section 6.02 (to the extent any such GE Aviation Background IP is implicated in the use of such GE Aviation Foreground IP under this ‎Section 6.03‎(b)‎(ii)), and (B) any purchase commitment obligations imposed on ADGTJV and/or the JV Partners pursuant to ‎ARTICLE 5. Such license grant shall (x) be perpetual and exclusive as to ADGTJV and the JV Partners for the JV Field of Use, (y) be non-exclusive outside of the JV Field of Use, and (z) in all cases shall exclude the Marine Field of Use and the Licensed Aviation Field of Use.

(iii)            Sublicensing. ADGTJV and the JV Partners shall also have the right to sublicense the foregoing license rights to third party vendors, solely as strictly necessary to have-made packaging products and industrialized parts, and for installation, maintenance and repair services (in the case of industrialized parts and repair services, to the extent ADGTJV is permitted to use third party vendors for such parts and repairs under ‎Section 7.09 or ‎Section 7.10), and in each case solely in accordance with the scope of the license grant from GE Aviation pursuant to this ‎Section 6.03(b), and subject to the purchase commitment obligations in ‎ARTICLE 5; provided that, ADGTJV and each of the JV Partners shall remain liable (jointly and severally) to GE Aviation for any breach of the license conditions by such third party vendors. Notwithstanding the foregoing, if such liability is solely attributable to one of the JV Partners or its third party vendors, then such JV Partner shall be solely liable.

(iv)             GE Aviation Not Restricted in Non-Exclusive Fields. For the avoidance of doubt, GE Aviation shall be entitled to freely exploit the GE Aviation Foreground IP in all non-exclusive fields of use; provided, however, that GE Aviation shall ensure appropriate contractual limitations are in place with respect to any such license to ensure encroachment into the fields of use for which exclusivity has been granted under the GE Aviation Foreground IP would clearly be in violation of such license rights.

(c)               ADGTJV Foreground IP.

(i)                 Ownership. As between the Parties, ADGTJV or a JV Partner shall own all ADGTJV Foreground IP, as agreed between the JV Partners. GE Aviation and its Affiliates hereby assign to ADGTJV and/or a JV Partner any and all right, title and interest in and to the ADGTJV Foreground IP.

(ii)              Exclusive License of ADGTJV Foreground IP to GE Aviation.

(A)             Subject to the terms and conditions of this Agreement and as part of the consideration of this Agreement (with no other payment due), ADGTJV and each of the JV Partners, as applicable, on behalf of themselves and their Affiliates, hereby grants to GE Aviation and its Affiliates an exclusive, worldwide right and license under the ADGTJV Foreground IP solely as necessary for GE Aviation and its Affiliates to (i) sell, package, maintain and provide services and repairs for products that use ADGTJV Foreground IP in the Licensed Aviation Field of Use and (ii) sell, package, maintain and provide aero-derivative products and services that use both (a) hardware supplied by ADGTJV or a JV Partner under a supply agreement and (b) ADGTJV Foreground IP in the Marine Field of Use. Such licenses shall be exclusive in the Licensed Aviation Field of Use and Marine Field of Use, respectively, for the duration and extent of GE Aviation’s supply commitment obligations under ARTICLE 5. If GE Aviation’s supply commitment obligations pursuant to ARTICLE 5 terminates with respect to a specific Power Class, then the license rights granted pursuant to this Section 6.03(c) shall thereafter become non-exclusive with respect to such Power Class. Following termination of this Agreement, the license rights granted pursuant to this Section 6.03(c) shall survive as to services, repairs, products or other LM Products and Spare Parts already sold during the Term, but shall otherwise cease such that ADGTJV and the JV Partners shall be free to exploit ADGTJV Foreground IP in any and all Power Classes or the Licensed Aviation Field of Use or the Marine Field of Use.

(B)              GE Aviation shall have the right to sublicense the foregoing license rights under this ‎Section 6.03(c) to third party vendors, solely as strictly necessary to have-made packaging products (but not parts) and installation and maintenance services, and solely in accordance with the scope of the license grant from ADGTJV pursuant to this ‎Section 6.03(c) and subject to the supply commitment obligations in ‎ARTICLE 5; provided that, GE and GE Aviation shall remain liable (jointly and severally) to ADGTJV for any breach of the license conditions by such third party vendors.

(d)               Joint Foreground IP.

(i)               Ownership. The Alliance Parties shall jointly own an equal and undivided interest in all Joint Foreground IP. Any obligations of an Alliance Party to provide access to any Technology or Technology transfer to another Alliance Party shall be set forth in an applicable Technology Development Program Plan. Each Party that is a party to a Technology Development Program Plan hereby assigns to the applicable Alliance Parties a joint, equal and undivided interest in all right, title and interest in and to the Joint Foreground IP, subject to the licenses granted in this Section 6.03(d).

(ii)              Exclusive License to ADGTJV. Subject to the terms and conditions of this Agreement, GE Aviation hereby grants ADGTJV and the JV Partners a perpetual, worldwide, exclusive, sublicensable right and license to use, practice, improve, modify and make derivative works of the Joint Foreground IP in the JV Field of Use. For the avoidance of doubt, the Parties agree that the foregoing license does not convey any rights to the GE Aviation Background IP or GE Aviation Foreground IP.

(iii)             Exclusive License to GE Aviation. Subject to the terms and conditions of this Agreement, ADGTJV and the JV Partners hereby grant to GE Aviation and its Affiliates a perpetual, worldwide, exclusive, sublicensable right and license to use, practice, improve, modify and make derivative works of the Joint Foreground IP in the Licensed Aviation Field of Use and the Marine Field of Use. For the avoidance of doubt, the Parties agree that the foregoing license does not convey any rights to the JV Partner Background IP, JV Partner Foreground IP, or ADGTJV Foreground IP.

(iv)             Acknowledgment of Rights of Other Alliance Party to Joint Foreground IP. Subject to the exclusive licenses granted under ‎Section 6.03(d), each of the Alliance Parties acknowledges and agrees that the other Alliance Party will be free to fully use, practice, improve, modify and make derivative works of the Joint Foreground IP to the same extent as the other Alliance Party, without requiring any approval of (including any approval to license), or any notification, reporting, accounting or payment to, such Alliance Party; so long as such Alliance Party does not inhibit, conflict or interfere, in any way, with the other Alliance Party’s right to freely use and exploit such Joint Foreground IP as joint owner. Each of the Alliance Parties acknowledges and agrees that the Joint Foreground IP (other than any patents or published patent applications) shall be deemed to be Confidential Information of both Alliance Parties, which shall be treated in accordance with ‎Section 9.08 and subject to the same exceptions in ‎Section 9.08.

(v)               Prosecution and Maintenance of Patents Included in Joint Foreground IP. The cost of obtaining and maintaining any patents or patent applications included in the Joint Foreground IP shall be shared equally by the Parties. The Parties shall make the initial decision on whether to seek patent protection on Joint Foreground IP. Either Party, at any time, shall have the right to decline to participate in the cost of obtaining or maintaining any patent on Joint Foreground IP, and in such event, the nonpaying Party shall assign, subject to the licenses and rights granted in this Agreement, its ownership interest in such patent to the Party paying the cost of obtaining or maintaining such patent; provided, however, the non-paying Party shall have a license to practice the inventions under any such patent to use and practice such patent (a) in the case of ADGTJV as the non-paying Party, the JV Field of Use and (b) in the case of GE Aviation as the non-paying Party, the Licensed Aviation Field of Use and Marine Field of Use.

(e)               JV Partner Foreground IP.

(i)               Ownership. As between the Parties, the applicable JV Partner shall own and control its JV Partner Foreground IP.

(ii)              Exclusive License of JV Partner Foreground IP to GE Aviation.

(A)             Subject to the terms and conditions of this Agreement and as part of the consideration of this Agreement (with no other payment due), each JV Partner, on behalf of itself and its Affiliates, hereby grants to GE Aviation and its Affiliates an exclusive, worldwide right and license under its applicable JV Partner Foreground IP solely as necessary for GE Aviation and its Affiliates to (i) sell, package, maintain and provide services and repairs for products that use such JV Partner Foreground IP in the Licensed Aviation Field of Use and (ii) sell, package, maintain and provide aero-derivative products and services that use both (a) hardware supplied by ADGTJV or such JV Partner under a supply agreement and (b) such JV Partner Foreground IP in the Marine Field of Use. Such licenses shall be exclusive in the Licensed Aviation Field of Use and Marine Field of Use, respectively, for the duration and extent of GE Aviation’s supply commitment obligations under ‎ARTICLE 5. If GE Aviation’s supply commitment obligations pursuant to ‎ARTICLE 5 terminates with respect to a specific Power Class, then the license rights granted pursuant to this ‎Section 6.03‎(e) ‎(ii) shall thereafter become non-exclusive with respect to such Power Class. Following termination of this Agreement, the license rights granted pursuant to this ‎Section 6.03‎(e) ‎(ii) shall survive as to services, repairs, products or other LM Products and Spare Parts already sold during the Term, but shall otherwise cease such that ADGTJV and the JV Partners, as applicable, shall be free to exploit such JV Partner Foreground IP in any and all Power Classes or the Licensed Aviation Field of Use or the Marine Field of Use.

(iii)            GE Aviation shall have the right to sublicense the foregoing license rights under this ‎Section 6.03‎(e) ‎(ii) to third party vendors, solely as strictly necessary to have-made packaging products (but not parts) and installation and maintenance services, and solely in accordance with the scope of the license grant from the applicable JV Partner pursuant to this ‎Section 6.03‎(e) ‎(ii) and subject to the supply commitment obligations in ‎ARTICLE 5; provided that, GE and GE Aviation shall remain liable (jointly and severally) to the applicable JV Partner for any breach of the license conditions by such third party vendors. 

(f)               Enforcement of Foreground IP. With respect to the exclusive license rights granted pursuant to this ARTICLE 6 above to Foreground IP, the applicable exclusive licensee thereunder shall have the full right (but not the obligation) to enforce the applicable Foreground IP in their respective exclusive field of use, for the periods in which such licenses are exclusive. The other applicable Parties shall reasonably cooperate in such enforcement, including by being a party to any such enforcement action if required to fully enforce any rights in such Foreground IP. The enforcing parties shall mutually agree on the division of any applicable fees and costs associated with any such enforcement, as well as any settlement proceeds or judicial awards arising from any such enforcement.

Section 6.04.     Technology Deliverables.

(a)               For each of the LM Product Lines, GE Aviation shall provide the Technology Deliverables set forth in Schedule 13 to ADGTJV.

(b)               Except as set forth on Schedule 13 or as otherwise expressly agreed by the Parties in writing and subject to ‎Section 6.04(a), GE Aviation shall not be obligated to provide the following:

(i)                 drawings, material specifications, and manufacturing specifications relating to GE Aviation Background IP or GE Aviation Foreground IP;

(ii)              drawings of parts common to GE Aviation flight engines and Legacy LM Product Lines (excluding new product introductions), which is GE Aviation Background IP;

(iii)            material curves, Design Practices, Design Record Books, mathematical/software models; or

(iv)             any other GE Aviation Background IP (or Technology transfer in connection therewith) unless strictly necessary to employees of ADGTJV or the JV Partners on a need-to-know basis for (a) use and integration of hardware supplied by GE Aviation with hardware or packaging of ADGTJV or the JV Partners, unless separately licensed on a case-by-case or LM Product Line-specific basis, or (b) use by RSP personnel (e.g., as needed for the LM9000).

(c)               All Technology Deliverables set forth on Schedule 13 shall be considered Confidential Information of GE Aviation, subject to ‎Section 9.08, and GE Aviation Background IP.

(d)               To the extent required in light of Section 3.03(c)(iv) of Schedule 15 and GE Aviation’s responsibilities thereunder, ADGTJV will continue to maintain all GE Aviation content provided under Schedule 13 (“GE Aviation Supplied Content”) for the ICD, cycle decks, IDM, IRM, IRD, RD, Departure Records, Service Bulletins, Operation Manuals, IPB, drawings, bill of materials, CID, RSS SPM, ESM and other documents provided thereunder (“ADGTJV Technical Documents”), as ADGTJV does as of the Effective Date. ADGTJV will provide GE Aviation with all ADGTJV Technical Documents. Other than GE Aviation Supplied Content and GE Aviation Background IP, ADGTJV Technical Documents shall be considered ADGTJV Confidential and JV Partner Background IP. ADGTJV Technical Documents shall be considered Confidential Information of ADGTJV, subject to ‎Section 9.08, and licensed to GE Aviation and its Affiliates in the Licensed Aviation Field of Use and Marine Field of Use.

(e)               In the event that GE Aviation agrees to provide any employees of ADGTJV or JV Partner’s access to GE Aviation drawings, specifications (as called out on the drawing), and CIDs, on a need-to-know, case-by-case basis, in a manner approved by GE Aviation, such as using GE Aviation computers, ADGTJV shall cause all users of the foregoing to execute an acknowledgement letter substantially similar to Schedule 4 (the “End User Confidentiality Acknowledgement”). Notwithstanding the foregoing, the Parties acknowledge and agree that (i) the End User Confidentiality Acknowledgment is between (A) the employee of ADGTJV or the applicable JV Partner on the one hand and (B) GE Aviation on the other hand and (ii) nothing in the End User Confidentiality Acknowledgment is intended to expand or diminish any obligation or liability of ADGTJV or the JV Partners under this Agreement.

(f)                Each Party’s Confidential Information contained in Technology Deliverables shall remain the property and Confidential Information of such Party, used solely to further the purposes and rights of this Agreement, and treated according to the Confidentiality provisions of ‎Section 9.08 provided that, ADGTJV may use or furnish to the JV Partners and the JV Partners may furnish to their customers, packagers, and suppliers such Technology Deliverables set forth under ‎Section 6.04(a) only as set forth on Schedule 13 and necessary to

effect any contract (including purchase orders) under which there is to be performed by ADGTJV or the JV Partners, or by others, routine installation, operation, or maintenance of LM Products supplied to ADGTJV under this Agreement and GE Aviation is granted third party beneficiary rights under such contract to enforce such limitations.

Section 6.05.    Access to Engineering Tools.

(a)               Software as a Service Deployment of Engineering Licensed Tools to ADGTJV. Subject to the terms and conditions of this Agreement, the Engineering Licensed Tools shall be made available for a term beginning on the Signing Date and ending ten (10) years thereafter to ADGTJV and the JV Partners in a “Software as a Service” model, by means at GE Aviation’s sole discretion. For example, GE Aviation may grant ADGTJV personnel limited access through a virtual desktop infrastructure (“VDI”) environment to the Engineering Licensed Tools.

(b)               Use License. Subject to the terms and conditions of this Agreement, GE Aviation (with respect to the Engineering Tools listed as “GE Aviation Engineering Tools” on Schedule 11) and GE Power (with respect to the Engineering Tools listed as “GE Power Engineering Tools” on Schedule 11) hereby grant to ADGTJV and the JV Partners for a term beginning on the Signing Date and ending ten (10) years thereafter (the “Tools Term”) a worldwide, non-transferable, non-sublicensable right and license, solely for the Engineering Tools Purpose and as necessary for ADGTJV and the JV Partners to both (i) use the Engineering Tools Services and (ii) use the Licensed Materials in connection with the Engineering Licensed Tools. Only those Engineering Licensed Tools as specifically identified in Schedule 11, including any Natural Extensions, shall be included in such license, except as specifically provided otherwise in this Section 6.05. At all times during the Tools Term, ADGTJV and the JV Partners shall be provided access to the Engineering Licensed Tools in accordance with Schedule 11 (it being understood that ADGTJV and the JV Partners shall be provided with (A) no less than the levels of content specified by Schedule 11 as it existed as of the Signing Date, (B) no less than the functionality as it existed as of the Signing Date, and (C) quality of access (e.g., up time, permissions, similar document format) which quality of access shall in no event be lesser in quality than enjoyed by either JV Partner as of the Signing Date). For the avoidance of doubt, ADGTJV and the JV Partners shall not be provided access to (x) any items expressly excluded on Schedule 11 and Schedule 13 (although to the extent there is any conflict between, on the one hand, any of the terms of Schedule 10, Part A of Schedule 11 and/or Schedule 13, and, on the other hand, Part B of Schedule 11, the applicable terms of Schedule 10, Part A of Schedule 11 and/or Schedule 13 shall prevail) and (y) any other engineering design tools or engineering process tool’s data and datasets that are not set forth on Schedule 10, Schedule 11 and/or Schedule 13.

(c)               Engineering Tools Services and License Limitations.

(i)               The licenses granted are solely for ADGTJV’s and the JV Partner’s use as provided under this Agreement. ADGTJV and the JV Partners shall comply with the standards, protocols and policies for cybersecurity, data protection, and data security implemented by GE Aviation for its own business that have been provided prior to the Signing Date to ADGTJV or both of the JV

Partners (the “Existing Policies”) and any modifications thereto or any additional standards, protocols and policies for cybersecurity, data protection, and data security, in each case implemented by GE Aviation for its own business that have been or are provided to ADGTJV or both of the JV Partners from time to time with notice in accordance with Section 9.02 (the “Modifications” and collectively with the Existing Policies, the “Policies”). ADGTJV and the JV Partners shall use reasonable efforts to implement the Policies as soon as practicable, and within a reasonable period of time (of not more than ninety (90) days following the Signing Date with respect to the Existing Policies, and sixty (60) days following delivery of any Modifications to ADGTJV or both JV Partners with respect to such Modifications). All such use by ADGTJV and the JV Partners shall be in strict accordance with the Policies and solely in connection with the design, development, manufacture, use, sale, packaging, maintenance, servicing and repair of ADGTJV’s own products and services, and each JV Partner’s own products and services, for application other than in the Licensed Aviation Field of Use or Marine Field of Use (the “Engineering Tools Purpose”). For the avoidance of doubt, such license grants specifically exclude providing access to such Engineering Licensed Tools by unauthorized third parties via commercial time-sharing, renting, and service bureau services.

(ii)              The Parties agree to the rights and obligations set forth in Section 6.05(c)(ii) of Schedule 15.

(iii)            ADGTJV shall not attempt to derive, decrypt, extract, or otherwise reverse engineer the Source Data for any Engineering Licensed Tools.

(d)               Excluded Materials. All source code and source materials are excluded from the Engineering Tools Services. Unless expressly set forth in Schedule 11 or specifically provided in this ‎Section 6.05, all other Engineering Tools Content is excluded from the Engineering Tools Services.

(e)               Responsibilities of ADGTJV.

(i)                 To ensure proper functioning and access to the Engineering Tools Services, ADGTJV shall be responsible for maintaining a compatible connection to the GE Aviation VDI environment.

(ii)              ADGTJV shall secure necessary third party licenses and compatible hardware (“Third Party Materials”) as recommended by GE Aviation to run the Engineering Licensed Tools. The cost of such Third Party Materials shall be borne exclusively by ADGTJV.

(f)                Tools Maintenance. GE Aviation reserves the right to modify, temporarily or permanently, the Engineering Tools Services (or parts thereof) provided such modification does not materially diminish the functionality of the Engineering Tools Services as of the Signing Date.

(i)                 Help Desk Support. GE Aviation shall provide help-desk support at levels consistent with the levels of service GE Aviation provides to ADGTJV immediately prior to the Signing Date. Such support shall be limited to “break-fix” and are generally limited to working hours (8-5, EST) consistent with support provided to GE Aviation’s internal customers.

(ii)              Tools Sustainment and Natural Extensions.

(A)             GE Aviation shall continue to develop and augment the Engineering Licensed Tools consistent with GE Aviation’s own internal needs and functionality and in line with current anticipated usage. As used herein, “Natural Extensions” shall refer to such developments and augmentations but shall not include substantial improvements to any Engineering Licensed Tool that materially change the functionality thereof or require substantial changes in the compatibility thereof.

(B)              GE Aviation reserves the right to discontinue, or “sunset” the support of certain Engineering Licensed Tools. In the event of the sunset of a specific Engineering Licensed Tool utilized by ADGTJV under this ‎Section 6.05, GE Aviation reserves the right at GE Aviation’s reasonable discretion, to do the following: (a) whenever possible, offer a replacement tool with substantially the same or similar functionality as the sunset Engineering Licensed Tool, or (b) if option (a) is not applicable, offer a licensed copy of the sunset Engineering Licensed Tool, including Source Data, along with reasonable training on how to support the Engineering Licensed Tool moving forward, or (c) with ADGTJV’s agreement, remove the tool from the Engineering Licensed Tools. GE Aviation shall provide timely information to ADGTJV with as much prior notice as possible, when it decides to sunset an Engineering Licensed Tool.

(g)               Licensed Materials. GE Aviation shall provide reasonable advance notice to ADGTJV of any material changes to the content of any of the Licensed Materials. If ADGTJV identifies any material information that is no longer available in any changed Licensed Materials that it desires to access within a reasonable period of within the applicable change is made, ADGTJV may reasonably request such content from GE Aviation, and GE Aviation shall provide ADGTJV, with such content.

(h)               No Additional Fees and Term. GE Aviation shall provide the Engineering Tools Services to ADGTJV for a term beginning on the Effective Date and ending ten (10) years from the Effective Date for no additional fees in consideration for the rights granted to GE Aviation pursuant to this Agreement. The Parties acknowledge and agree that GE Aviation shall incur substantial costs (which are estimated in Schedule 12) as well as requiring the dedication of resources and Intellectual Property to ADGTJV. Such costs incurred form “goodwill” and value as part of this Agreement.

(i)                 Warranties and Indemnities.

(i)                 Except for the Engineering Licensed Tools maintenance offered in ‎Section 6.05(f), GE Aviation disclaims any warranties or guarantees related to the Engineering Tools Services.

(ii)              Without limiting any of GE Aviation’s indemnity obligations under this Agreement, GE Aviation shall not be responsible for the use of any Engineering Tools Services as it relates to ADGTJV’s products, designs, quality, reliability, fitness for use, or product development.

(iii)            Except to the extent GE Aviation is obligated under ‎Section 6.05‎(j), ‎Section 6.05‎(m), or ‎Section 6.18 to indemnify, defend or hold harmless ADGTJV or BHGE (or would have had such obligation under ‎Section 6.05‎(m) for a third party claim alleging that the Engineering Licensed Tools or Engineering Tools Services infringed any third party Intellectual Property if ‎Section 6.05‎(m) applied to infringement of Intellectual Property other than patents), each of ADGTJV and BHGE shall fully but severally (and not jointly and severally) indemnify and hold harmless GE Aviation and its Affiliates and their respective directors, officers, and employees (collectively, the “GEA Indemnitees”) from and against any and all losses, damages, liabilities, costs and expenses (collectively, “Liabilities”) arising out of any third party claim based on ADGTJV’s or BHGE’s, or their directors’, officers’, and employees’ (“Tools Users”), respectively, own use of the Engineering Tools Services in connection with its products or as licensed under this ‎Section 6.05; provided that, ADGTJV’s or BHGE’s indemnification obligations in accordance with the foregoing as to the Engineering Tools Services, as applicable, shall apply only to the extent that the GEA Indemnitees have not caused such Liabilities either as a result of any GEA Indemnitee’s (x) breach of this Agreement or (y) gross negligence or willful misconduct (it being understood that, in such circumstances where the GEA Indemnitees, on the one hand, and Tools Users, as applicable, on the other hand, have contributed to causing such Liabilities, responsibility for such Liabilities shall be apportioned between GE Aviation and ADGTJV or BHGE, as applicable, based on their relative contribution to causing such Liabilities).

(iv)             ADGTJV and each of the JV Partners warrant and agree that they shall comply with the Policies.

(j)                 Security and Audit Rights.

(i)                 GE Aviation reserves the right to implement security and access management controls on the Engineering Tools Services implemented by GE Aviation for its own business, including on the VDI environment, such as data loss prevention tools and monitoring. ADGTJV and the JV Partners acknowledge and agree that they shall comply with all such security controls placed on the Engineering Tools Services, even if such security controls limit or restrict the usability or responsiveness of the Engineering Tools Services.

(ii)              Notwithstanding the audit process set forth in ‎Section 7.07(d)(ii), GE Aviation shall have the right to monitor and audit, as necessary, ADGTJV’s and each JV Partner’s compliance with the terms of this ‎Section 6.05(j), either by itself or by a designated third party auditor in compliance with applicable laws, and cause ADGTJV and the JV Partners to correct any non-compliance. ADGTJV and the JV Partners shall secure GE Aviation the right, subject to local law, to transfer any personal data related to their use of the Engineering Tools Services to the United States and guarantees GE Aviation’s continued access to personal information of their employees to the extent strictly necessary to monitor and audit their compliance. GE Aviation shall fully indemnify and hold harmless ADGTJV and BHGE and their respective directors, officer, employees and agents (collectively, the “ADGTJV Indemnitees”) from and against any and all Liabilities arising out of GE Aviation’s violation of applicable privacy laws in the performance of the monitoring and audit activities set forth herein.

(k)               Termination of the Engineering Tools License for Breach. Any use of the Engineering Tools Services materially beyond the licensed scope set forth in this ‎Section 6.05, materially exceeding the number of Authorized Users, or any attempts to improperly extract the Source Data from any of the Engineering Licensed Tools shall constitute a breach of this ‎Section 6.05. If such breach is not cured within thirty (30) days thereafter, GE Aviation may terminate the license and rights granted in this ‎Section 6.05. In the event of (i) any third party attack or intrusion of GE Aviation’s or GE Power’s computer systems or any VDI made available hereunder, or (ii) any provision by or on behalf of ADGTJV or any JV Partner (including any Tools User) of the Engineering Licensed Tools or the Engineering Licensed Services to or for the benefit of a third party in violation of this Agreement, that, in each case, would likely result in irreparable harm to GE Aviation (each of (i) and (ii), a “Security Incident”), then GE Aviation may suspend access to the Engineering Licensed Tools and Engineering Licensed Services as reasonably necessary to protect GE Aviation in the same manner that GE Aviation would suspend such access for its own business. Once the Security Incident has been resolved, GE Aviation, ADGTJV, and the JV Partners shall restore such access as promptly as practicable. For the avoidance of doubt, GE Aviation, ADGTJV and the JV Partners will work together to mitigate the effects of the Security Incident and resulting suspension on all such parties, including by escalation to the appropriate individuals at each such Party.

(l)                 Termination for Change in Control. If there is (x) a License JV Partner Change in Control or (y) License ADGTJV Change in Control, then GE Aviation shall have the option to (1) terminate this ‎Section 6.05 as to the JV Partners or ADGTJV, as the case may be, promptly upon becoming aware of such applicable License JV Partner Change in Control or License ADGTJV Change in Control; provided that, in the event GE Aviation elects to terminate the license to the Engineering Licensed Tools under this ‎Section 6.05(l), GE Aviation shall offer in its discretion the applicable successor to the terminated Party either (A) a license to the Engineering Licensed Tools on terms at least as restrictive as those set forth in this ‎Section 6.05 at an annual cost of eighteen million U.S. dollars ($18,000,000), or (B) Engineering Services at GE Aviation’s standard rates in connection with the completion of work under any then-existing Technology Development Program Plans plus nine million U.S. dollars ($9,000,000) per year which services shall continue until the end of the original ten (10) year term.

(m)             Patent Indemnification Obligation. GE Aviation shall indemnify, defend and hold harmless the ADGTJV Indemnitees from and against any and all Liabilities incurred by the ADGTJV Indemnitees arising from a third party claim alleging that the Engineering Licensed Tools or Engineering Tools Services infringe any third party patent. ADGTJV will promptly notify GE Aviation in writing of such claims and give GE Aviation full authority, information and assistance for the defense and resolution of such claims. Without limiting GE Aviation’s obligations under ‎Section 6.18, the obligations recited in this ‎Section 6.05(m) constitute the sole and exclusive liability of GE Aviation for actual or alleged Intellectual Property infringement with respect to the Engineering Licensed Tools or Engineering Tools Services.

(n)               Residual Uses.

(i)                 Notwithstanding anything in this Agreement to the contrary, except as expressly set forth in Section 6.05(n)(ii), but without limiting Section 5.01, the following limited rights in relation to the Engineering Tools shall survive, in perpetuity, any expiration or earlier termination of the license set forth in Section 6.05(b) or this Agreement (it being understood that, subject to Section 6.05(m), such rights are provided “as is” without any warranty or indemnity from GE Aviation):

(A)             ADGTJV and BHGE, respectively, shall be free in perpetuity to use for any purpose that would have been permitted under Section 6.05(b) through Section 6.05(e) or Section 6.05(j), as applicable, during the Tools Term: (A) any and all output (including products, repairs, parts, designs, drawings, specifications, schematics and other documentation) created by or on behalf of ADGTJV or BHGE, respectively, during the Tools Term using the Engineering Tools as permitted under such Sections (each, an “Output”), and (B) Residuals resulting from access to or work with the Engineering Tools as permitted under such Sections during the Tools Term; provided that, except as expressly set forth in Section 6.05(n)(ii), this Section 6.05(n) does not convey any patent rights (it being understood that, notwithstanding anything herein to the contrary, nothing in this Section 6.05 limits or otherwise diminishes any license rights granted under Section 6.02 or Section 6.03 to ADGTJV or BHGE or under the A&R Cross License Agreement, subject to the Umbrella Agreement). The term “Residuals” means information in an intangible form, such as general knowledge, ideas, concepts, know-how, professional skills, work experience or techniques (but not specific implementations) that is retained in the unaided memories of persons who have had authorized access to the Engineering Tools pursuant to the terms of this Agreement. A person’s memory is unaided if the person has not knowingly memorized the information or reduced it to a tangible form for the purpose of retaining and subsequently using or disclosing the information. For clarity, neither ADGTJV nor BHGE will be obligated to limit or restrict the assignment of such persons or pay royalties for any work resulting from the use of Residuals in accordance with the foregoing (on account of such use).

(B)              To the extent that any information or materials accessible through the Engineering Tools Services during the Tools Term (e.g., a library of GE Aviation-created drawings and schematics) are reasonably necessary for the continued maintenance, repair or servicing of applicable products by or on behalf of ADGTJV or BHGE after the Tools Term at the same level of quality as during the Tools Term, the parties shall work together in good faith to find a mutually acceptable means for ADGTJV and BHGE to continue having access to such information and materials.