Ki-84

[Die Hard]

6. RECORDS AND AUDIT RIGHTS

a. Licensee agrees to maintain complete, accurate, and up-to-
date records for purposes of reporting sales and calculating payments
under this Agreement. Records will be maintained for five (5) years
beyond the date on which the record was created. Licensee will
permit authorized agents or representatives of Licensor to inspect
and make copies of such records, at any reasonable times during
business hours, to verify the records, reports, and royalty amounts
due Licensor hereunder. Licensor will provide at least five (5) days
written notice to Licensee prior to such audits at which time
Licensee will be prepared to make its records available and
accessible to Licensor. Licensor will bear any costs and expenses
(excluding Licensee's) associated with such audit, except that in the
event the results of any audit show the amounts payable to Licensor
are greater by five (5) percentage points than the amounts reported
and paid to Licensor for the audited period, then Licensee (i) will
pay Licensor for costs and expenses associated with such audit, and
(ii) pay Licensor all amounts determined to be owed to Licensor with
interest as calculated in section 5(a). Such amounts will be paid to
Licensor by Licensee within thirty (30) days of Licensee's receipt of
written notice from Licensor.

Agents or representatives of Licensor will also have the right to
verify Licensee's (i) use of Licensed Marks are within the scope of
the grant in section 1 – Grant of License; (ii) compliance with its
obligations to use and protect Licensor's Other Intellectual Property
as set forth in section 2 – Other Intellectual Property; and (iii)
compliance with the manner and form of trademark usage and quality of
Articles.

Licensor will have the right to conduct audits associated with this
section subsequent to any effective date of termination or
cancellation of this Agreement.

7. CANCELLATION.

a. In the event that Licensee fails to perform or otherwise
breaches any obligation under section 3. of this Agreement, or in the
event that Licensee fails to perform or otherwise breaches any other
provision of this Agreement and fails to remedy such breach within
thirty (30) days of receipt of written notice thereof, or in the
event that Licensee discontinues business, becomes insolvent, has a
receiver appointed, goes into liquidation, or becomes party to any
action relating to the bankruptcy or insolvency of Licensee which is
instituted and not dismissed within thirty (30) days, or in the event
of the failure of Licensee's trustee in bankruptcy or Licensee as a
debtor in possession to assume this Agreement within sixty (60) days
after the filing of a bankruptcy petition; then Licensor will have
the option to either (i) terminate all of Licensee's rights and
Licensor's unperformed obligations with respect to this Agreement
effective immediately upon written notice to Licensee or (ii)
continue this Agreement in full force and effect without waiving any
rights or remedies of Licensor. Licensee agrees to promptly notify
Licensor of the occurrence of any of the events set forth in this
subsection 7.a. relating to Licensee's continuing business operations
or financial condition.

b. Cancellation of this Agreement or termination pursuant to any
of its provisions will not relieve Licensee of its obligations
incurred prior to such termination or cancellation, will not preclude
or limit any of Licensor's rights or remedies as set forth in other
sections of this Agreement or provided by law in the event of default
or breach by Licensee, and will not preclude or limit Licensor in
seeking and obtaining damages or other relief from Licensee. Upon
termination or cancellation of this Agreement by Licensor, royalties
accrued up to and including the effective date of such termination or
cancellation will be immediately due and owing to Licensor by
Licensee.

c. Licensor will not be liable to Licensee for damages of any
kind, including, without limitation, incidental or consequential
damages, on account of the cancellation of this Agreement in
accordance with this section 7. Licensee expressly waives any right
it might otherwise have to receive any compensation or reparations on
termination or cancellation of this Agreement. Licensor will not be
liable to Licensee, on account of termination or cancellation of this
Agreement, for reimbursement or damages for loss of goodwill,
prospective profits or anticipated orders, or on account of any
expenditures, investments or commitments made by Licensor or Licensee
or for any other reason whatsoever based upon or arising out of such
termination or cancellation.

d. In the event that this Agreement expires or is terminated by
Licensor pursuant to subsection 7.a. hereof, Licensee will promptly
destroy all Articles, packaging, and promotional materials in
Licensee's possession or control which carry any of the Licensed
Marks unless Licensor has agreed in writing to an alternative
disposition thereof.

8. INFRINGEMENTS BY THIRD PARTIES.

Licensee will promptly notify Licensor of any infringement or
suspected infringement of any of the Licensed Marks, and Licensee
will not communicate with any infringer or suspected infringer
without obtaining the prior written approval of Licensor. Licensor
will have the exclusive right to sue infringers of Licensed Marks
and/or Licensor's rights in Other Intellectual Property, and Licensee
will have no claim to the proceeds of any such lawsuits or
settlements related thereto. Licensor will have the sole right to
determine whether or not to sue, and failure to sue will not affect
Licensee's obligations under this Agreement. Licensee will, upon the
request of Licensor and at Licensor's expense, assist Licensor in the
investigation of, and any legal action related to, any such
infringement.

9. SUPPORT AND ASSISTANCE OF LICENSEE.

In the event that Licensor desires or attempts to obtain additional
registrations for Licensed Marks in any country, or to record or
cancel the recording of this Agreement in any country, Licensee will
support Licensor's efforts in that regard and, at Licensor's request
and expense, assist Licensor in all respects including, but not
limited to, the providing of information, the preparation and making
of affidavits, and the execution of documents. Licensee will not,
however, seek to register any of the Licensed Marks in any
jurisdiction unless specifically requested in writing by Licensor.

10. REFERENCE TO BOEING.

Licensee will not, without the prior written approval of Licensor,
make reference to Boeing, Boeing Management Company, The Boeing
Company, this Agreement, or any relationship between Licensor and
Licensee, in the promotion, sale, or distribution of Articles.

11. DISCLAIMER.

LICENSOR MAKES NO WARRANTIES OR GUARANTEES EITHER EXPRESS OR IMPLIED,
ARISING BY LAW OR OTHERWISE, WITH RESPECT TO LICENSED MARKS, OTHER
INTELLECTUAL PROPERTY, OR ANY OTHER THING PROVIDED TO LICENSEE UNDER
THIS AGREEMENT. LICENSOR SPECIFICALLY DISCLAIMS, AND LICENSEE AGREES
THAT LICENSOR WILL HAVE NO OBLIGATION OR LIABILITY FOR, ANY: (A)
IMPLIED WARRANTY OF MERCHANTABILITY; (B) IMPLIED WARRANTY OF FITNESS
FOR A PARTICULAR PURPOSE; (C) IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (D) IMPLIED
WARRANTY OF TITLE; (E) CLAIM OF INFRINGEMENT; (F) CLAIM UNDER FEDERAL
OR STATE TRADEMARK LAWS, FEDERAL COPYRIGHT LAWS, PATENT LAWS, OR ANY
OTHER INTELLECTUAL PROPERTY OR UNFAIR COMPETITION LAWS; OR (G)
OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT
ARISING IN WHOLE OR IN PART FROM LICENSOR'S NEGLIGENCE (WHETHER
ACTIVE, PASSIVE, OR IMPUTED), FAULT, STRICT LIABILITY OR PRODUCT
LIABILITY.

12. WAIVER AND RELEASE BY LICENSEE.

LICENSEE WAIVES, RELEASES AND RENOUNCES (A) ALL WARRANTIES,
OBLIGATIONS AND LIABILITIES OF LICENSOR, AND RIGHTS, CLAIMS AND
REMEDIES OF LICENSEE AGAINST LICENSOR, EXPRESS OR IMPLIED, ARISING BY
LAW OR OTHERWISE, WITH RESPECT TO LICENSED MARKS, OTHER INTELLECTUAL
PROPERTY, OR ANY OTHER THING PROVIDED TO LICENSEE UNDER THIS
AGREEMENT, OR ANY ANTICIPATED, ATTEMPTED OR ACTUAL USE OF LICENSED
MARKS, OTHER INTELLECTUAL PROPERTY, OR ANY OTHER THING PROVIDED TO
LICENSEE UNDER THIS AGREEMENT, WHETHER OR NOT ARISING FROM THE
NEGLIGENCE OF LICENSOR (WHETHER ACTIVE, PASSIVE, OR IMPUTED), (B) ALL
RIGHTS, CLAIMS AND REMEDIES FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OF
ANY THIRD-PARTY RIGHT ARISING FROM LICENSEE'S MANUFACTURE, SALE, USE,
OR DISTRIBUTION OF ARTICLES, AND (C) ALL RIGHTS, CLAIMS, AND REMEDIES
ARISING FROM ANY FAULT OR DEFECT IN ANY ARTICLE MADE IN ACCORDANCE
WITH, OR OTHERWISE RESULTING FROM, ANY LICENSED MARKS, OTHER
INTELLECTUAL PROPERTY, OR ANY OTHER THING PROVIDED TO LICENSEE UNDER
THIS AGREEMENT, WHETHER ARISING IN WHOLE OR IN PART FROM THE
NEGLIGENCE OF LICENSOR (WHETHER ACTIVE, PASSIVE, OR IMPUTED).

13. EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES.

LICENSOR AND LICENSEE SPECIFICALLY AGREE THAT LICENSOR WILL HAVE NO
OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING,
WITHOUT LIMITATION, WARRANTY), TORT (INCLUDING, WITHOUT LIMITATION,
ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE OR STRICT LIABILITY), OR
OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY OTHER
DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY
LICENSED MARKS, OTHER INTELLECTUAL PROPERTY, OR ANY OTHER THING
PROVIDED TO LICENSEE UNDER THIS AGREEMENT.

[Die Hard]

14. INDEMNITY AND INSURANCE.

a. Obligation to Indemnify Licensor. Licensee will defend,
indemnify and hold harmless Licensor, its related companies, and the
directors, officers, employees and agents of Licensor and each
related company from and against all actions, causes of action,
liabilities, claims, suits, judgments, liens, awards, and damages, of
any kind or nature whatsoever, for economic loss, property damage,
personal injury or death (including, without limitation, claims
brought by employees of Licensee) and expenses, costs of litigation,
and reasonable attorney's fees related thereto, or incident to
establishing the right to indemnification, arising out of or in any
way related to Articles, whether or not arising out of the
negligence of Licensor, whether active, passive or imputed. To the
extent of this indemnity, Licensee expressly waives any employer
immunity or protection provided by the worker's compensation or
industrial insurance laws of any applicable state or jurisdiction.
Licensee's obligations under this section 14. will survive any
cancellation or termination of this Agreement. For purposes of this
Agreement a "related company" means any corporation or other business
entity in which Licensor owns or controls at least 50% of the voting
interest, as well as Licensor's parent company, The Boeing Company.

b. Insurance Requirements. Licensee will carry, and maintain
throughout the term of this Agreement, commercial general liability
insurance with available limits of not less than two million dollars
($2,000,000) per occurrence for economic loss, personal injury,
bodily injury, including death, and damage to property. Such
insurance will be in an occurrence form and with insurers acceptable
to Licensor and contain coverage for contractual liability
(including, without limitation, that specifically assumed under
subsection 14.a. herein), and products liability with available
limits of not less than two million dollars ($2,000,000) per
occurrence. Any policy which provides the insurance required under
this subsection 14.b. will: (i) be endorsed to name "Boeing
Management Company, its related companies, and their respective
directors, officers, agents, and employees" as additional insured
(hereinafter "Additional Insured") with respect to liability arising
out of the use or sale by Licensee of any Articles, or the use by
Licensee of any Licensed Marks, Other Intellectual Property, or other
thing delivered under this Agreement; (ii) be endorsed to be primary
to and noncontributory with any insurance maintained by, or on behalf
of, Boeing Management Company; (iii) provide a waiver of any rights
of subrogation against the Additional Insured; and (iv) contain a
severability of interest provision in favor of the Additional Insured.

c. Certificates of Insurance. Prior to any sale of Articles
under this Agreement, Licensee will provide for Licensor's review and
approval, certificates of insurance, referencing this Agreement,
reflecting full compliance with the requirements set forth in
subsections 14.a. and 14.b. above. A form of certificate, acceptable
to Licensor, is attached as Attachment F. During the term of the
Agreement, annual renewal certificates will be submitted to Licensor
before the expiration of the then-current policy ends. Subsequent to
cancellation or termination of the Agreement, Licensee will submit
annual renewal certificates for two (2) years thereafter (for
products and completed operations liability). The failure of
Licensor to demand compliance with this section 14 in any year will
not in any way relieve Licensee of its obligations hereunder nor
constitute a waiver by Licensor of these obligations. Such
certificates will provide for thirty (30) days advance written notice
to Licensor in the event of cancellation or material change adversely
affecting the interests of Licensor, its related companies, or the
directors, officers or employees of each.


15. RELATIONSHIP OF PARTIES.

Nothing in this Agreement will be construed to place the parties in
the relationship of partners, joint venturers, franchisor and
franchisee, or principal and agent; and Licensee will have no power
to obligate or bind Licensor in any manner whatsoever.

16. NOTICES.

All notices for which provision is made herein will, in the case of
Licensee, be addressed to and, in the case of Licensor, be addressed
to: Vice President, Contracts & Business Operations, Boeing Business
Services Company, PO Box 3707, Mail Code 14-84, Seattle, Washington
98124-2207 or to such other address as the addressee party may from
time to time designate by notice in writing to the other party. All
notices hereunder will be in writing and, if so addressed and sent by
registered mail, will be presumed to have been received on or before
the fifth day after the day upon which posted.

17. ASSIGNMENT.

This Agreement will benefit and be binding upon each of the parties
hereto and their respective successors and assigns; but Licensee
shall not voluntarily or by operation of law assign, sub-license,
transfer, encumber or otherwise dispose of all or any part of
Licensee's interest in this Agreement without Licensor's prior
written consent, to be granted or withheld in Licensor's absolute
discretion. Any attempted assignment, sub-license, transfer,
encumbrance or other disposal without such consent shall be void and
shall constitute a material default and breach of this Agreement. A
transfer within the meaning of this section 17 shall include any
merger or consolidation involving Licensee's company or its parent
(if any); any sale or transfer of all or substantially all of
Licensee's (or its parent's) assets; and any transfer of Licensee's
rights hereunder to a division, business segment or other entity of
Licensee. Licensor may assign this Agreement to any of its related
companies. This Agreement and the license hereby granted are
personal to Licensee for all purposes, and Licensee may not grant
sublicenses under this Agreement.

18. TAXES.

a. Licensee will reimburse Licensor (net of any additional taxes
thereon) the amount of any and all taxes (except United States income
taxes) and fees of whatever nature, including any withholds, together
with any costs, penalties, or interest thereon, paid or imposed upon
Licensor as a result of or in connection with the performance of this
Agreement.

b. If the Licensee is required by law to make any deduction or
withhold from any payment to Licensor hereunder, Licensee will pay
any additional amount required that will result after such deduction
or withhold in Licensor receiving the full amount of any payment
specified in this Agreement.

[Die Hard]

19. MISCELLANEOUS.

a. Nondisclosure of Provisions. Except as required by law,
Licensee will keep confidential and not disclose any provisions of
this Agreement except to those of its agents, contractors,
consultants and advisors (including legal counsel) whose assigned
duties reasonably require such disclosure, in which event Licensee
will first obtain written obligations of confidentiality and
nondisclosure from such persons.

b. Choice of Law and Jurisdiction. This Agreement will be
construed and performed in accordance with the laws of the State of
Washington, United States of America, except that the conflict of
laws provisions under Washington law will not be applied for the
purpose of making other law applicable. Licensee hereby submits to
the jurisdiction of the Washington state courts and the United States
District Court for the Western District of Washington with regard to
any and all claims and disputes related to this Agreement.

c. Compliance with Laws. Licensee shall be responsible for
complying with all laws, including but not limited to any statute,
rule, regulation, judgment, decree, order, or permit applicable to
its performance under this Agreement.

d. Export. Licensee will comply with all United States export
laws and regulations. If an export license is required by United
States law or regulation for export of any Article or Other
Intellectual Property, under this Agreement, and such Article or
Other Intellectual Property is to be exported by Licensee, then it is
Licensee's obligation to obtain such U.S. export license.

e. Entire Agreement. This Agreement constitutes the entire
understanding between the parties relating to the licensing or use of
trademarks owned by Licensor and/or to Other Intellectual Property
and supersedes and replaces any and all prior agreements relating
thereto. This Agreement will not be varied, amended, or supplemented
except by an instrument in writing executed by both parties.

f. No Waiver of Enforceability. No failure or delay by either
party hereto at any time to enforce any provision of this Agreement
or exercise any rights or remedies thereunder will be construed as a
waiver or relinquishment of any such provision, right, or remedy.

g. Equitable Relief. Licensee understands and agrees that
Licensor will suffer irreparable harm in the event that Licensee
fails to comply with any of its obligations pursuant to this
Agreement and that monetary damages in such event would be inadequate
to compensate Licensor. Consequently, if Licensee breaches this
Agreement, Licensor will be entitled, in addition to such monetary
relief as may be recoverable by law, to such temporary, preliminary
and/or permanent injunctive relief as may be necessary to restrain
any continuing or further breach by Licensee, without showing or
proving any actual damages sustained by Licensor.

h. Construction. The rules of construction to the effect that
ambiguities are to be resolved against the drafting party will not be
employed in the interpretation of this Agreement or of any amendments
or supplements hereto. The section headings are inserted for
convenience of reference only and are not intended to be a part of or
to affect the meaning or interpretation of any of the provisions of
this Agreement.

i. No Offer. This Agreement does not constitute an
offer by either party, and it will not be effective unless it has
been signed by both parties.

IN WITNESS WHEREOF, this Agreement is executed in duplicate originals
by authorized representatives of the parties hereto.


BOEING BUSINESS SERVICES COMPANY
Acting on Behalf of Boeing Management Company


By: _____________________________ By:
_____________________________ _

Title: ____________________________ Title:
_____________________________

Date: ____________________________ Date:
_____________________________


MODEL 247
MODEL 294
MODEL 299
MODEL 307
MODEL 314
MODEL 345-2-1
MODEL 367
MODEL 367-80
MODEL 377
707 â
717â
MODEL 720, MODEL 720B
727â
737â
747â
757â
767â
777â
A-17
A1-H
A-1 SKYRAIDER
A-2
A-20
A-24
A-26
A-3
A-36
A3D
A2J
A3J
A-4
A-4 SKYHAWK
A4D
A-5
AD-6
AGM-86 CRUISE MISSILE
AH-64
AJ-1
APACHEâ
APACHE LONGBOWâ
APOLLO SPACECRAFT
ARPA Hibex
AT-6
AV-8B
AV-8B HARRIER II
AWACS
B & W
B-1 Model 6
B-1E
B-17
B-18
B-19
B-1B
B-25
B-25 MITCHELL
B-26
B-29
B-45
B-47
RB-47
XB-47
EB-47 (A, B, E, G, J, K)
B-50
B-50A
B-50B
B-50D
B-52
EB-52
RB-52
SB-52
YB-52 (A-H)
B-66
B-70
B-9
BANSHEE F2H-1
BANSHEE F2H-2
BBJ
BC-1
BC-2
BERLINER-JOYCE
BIG HENRY
BOEING
BOEING BUSINESS JETS
B-314 CLIPPER
BOLO
BOMARC
BOSTON
BRONCO
BT-1
BT-2
BT-9
BT-14
BT-17
BT2D
BUCKEYE
BURNER II
C-118
C-124 GLOBEMASTER II
C-133
C-135
C-17
C-17 GLOBEMASTER
C-47
C-53
C-54
C-74 GLOBEMASTER
C-75
C-9
C-97
CARGOMASTER
CAYUSE
CH-46
CH-46A
CH-46D
CH-46E
CH-47
CH-47A
CH-47B
CH-47C
CH-47D
CH-47E
CHINOOK
CLOUDSTER
CLIPPER
COMANCHE
COMMUTER
CONDOR
CORPORATE 77
DAKOTA
DARKSTAR
DASH 80
DAUNTLESS
D-558-2 SKYROCKET
D-5581 SKYSTREAK
DB-7
DC-1
DC-10â
DC-2
DC-3
DC-4
DC-5
DC-6
DC-7
DC-8â
DC-9â
DELTA
DELTA II
DELTA III
DELTA IV
DEMON
DESTROYER
DEVASTATOR
DH-4
DOLPHIN
DOODLEBUG
DOUGLAS
DOUGLAS WORLD CRUISER
DRAGON
DT-1
DT-2
E-3
E-4
E-6
EAGLE
EXECUTIVE
EXTENDER
F/A-18
F/A-18 C/D **
F/A-18C *
F/A-18D *
F/A-18 E/F **
F/A-18Eâ *
F/A-18F *
F/A-18 C/D HORNET **
F/A-18C HORNET *
F/A-18D HORNET *
F/A-18 E/F SUPER HORNET**
F/A-18E SUPER HORNET *
F/A-18F SUPER HORNET*
F-100
F-100 SUPER SABRE
F-101
F-15â
F-15E
F-15 EAGLE
F-15E STRIKE EAGLE
F-18
F2H
F3B
F3D
F3H
F-4
F4B
F4B-4
F4D
F5D
F-51
F-82
F-86
F-86 SABRE
FB
FB-5
FH-1
FJ
FLYING FORTRESS
B-17 FLYING FORTRESS
FURY
GAM-77
GAMMA 2B
GAPA
GEMINI SPACE CAPSULE
GLOBEMASTER II
GLOBEMASTER III
GOBLIN
GOSHAWK
HARPOON
HARRIER
HARVARD
HAVOC
HERMES
HORNET
HOUND DOG
HSCT
HIGH SPEED CIVIL TRANSPORT
IM-99A
IM-99B
INVADER
IUS
JUMBO JET
KAYDET
KC-10
KC-135
L-15
L-17
LANCER
LIFTMASTER
LITTLE HENRY
LUNAR ROVING VEHICLE
MARINER 10
MCDONNELL
MCDONNELL DOUGLAS
MD-10
MD-11
MD-80
MD-81
MD-82
MD-83
MD-87
MD-88
MD-90
MERCURY SPACE CAPSULE
MH-47
MINUTEMAN
MINUTEMAN 1
MINUTEMAN 11
MINUTEMAN 111
MITCHELL
MODEL 15
MODEL 40
MODEL 40A
MODEL 40B
MODEL 40C
MODEL 50
MODEL 75
MODEL 79
MODEL 80
MODEL 95
MODEL 96
MODEL 119
MODEL 120
MODEL 200
MODEL 220
MODEL 221
MODEL 234
MODEL 502
MODEL C
MONOMAIL
MUSTANG
NA-16
NA-21
NA-49
NA-73
NAVAJO
NAVION
NIGHTINGALE
NIKE MISSILE
NIKE AJAX
NIKE HERCULES
NIKE ZEUS
NJ-1
NORTH AMERICAN AVIATION
NOMAD
O-2
O-46A
O-47
OH-6
ORBITER I
OSPREY
OV-10
P-12
P-26
P-26 PEASHOOTER
P-51
P-51 MUSTANG
P-64
P-82
P-86
PB-1
PBJ
PEASHOOTER
PHANTOM
PHANTOM II
POLAR STAR
PT-13
PT-17
PW-9
R4D
R5D
RA-5C
RAH-66
RC-135
REDSTONE
ROCKETDYNE
SABRE
SABRELINER
SATURN
SATURN S-1C
SATURN S-11
SATURN S-NB
SATURN V
SAVAGE
SBD
SBD DAUNTLESS
SCOUT
SEA KNIGHT
SEA RANGER
SENTRY
SINBAD
SKYHAWK
SKYKNIGHT
SKYLAB
SKYMASTER
SKYRAIDER
SKYRAY
SKYTRAIN
SKYTRAIN II
SKYTROOPER
SKYWARRIOR
SNJ
SRAM
SST
SUPER SONIC TRANSPORT
STILETTO
STRATOCRUISER
STRATOFORTRESS
STRATOFREIGHTER
STRATOJET
STRATOLINER
STRATOTANKER
STEARMAN
STRIKE EAGLE
SUPER HORNET
SUPER SABRE
SUPERFORTRESS
T-2
T2D-1
T2J
T-28
T-39
T-43
T-45
T-6
T-6 TEXAN
TACAMO
TBD
TB-1
TEXAN
THOR
TORNADO
TROJAN
TWIN MUSTANG
V-22
V-22 OSPREY
VALKYRIE
VC-25
VC-118
VC-137
VERTOL
VIGILANTE
VOODOO
X-15
X-3
X-31
X-32
X-33
X-36
XA-21
XB-15
XB-19
XB-21
XB-28
XB-42
XB-43
XB-70
XC-105
XF6B-1
SF7B-1
XF8B-1
XF-85
XFV-12A
XH-17 FLYING CRANE
XH-20
XHJD-1WHIRLAWAY
XP3D-2
XP-67
XP-9
XV-1 CONVERTIPLANE
XV-9A HOT CYCLE
YALE
YAB-7
YC-15 AMST
YC-14
YC-15
Y1B-7
Y1B-9
YF-93
Trademarks in the product configurations for the aircraft identified
by the marks listed in this attachment
* as applied to aircraft
** as applied to models/depictions of aircraft

[Die Hard]

ATTACHMENT B


Approval Log



Article Description Approval Date











ATTACHMENT C


Distribution Channels
Please check the appropriate distribution channel(s) below for
inclusion in the Agreement:

Unrestricted: all retailers and wholesalers.

Mass: mass market, meaning high volume stores featuring
discounted merchandise (including such retailers as Target, Kmart,
Toys R Us, and WalMart), and wholesalers which sell to such retailers.

Value-oriented: value-oriented department stores (including
such retailers as Sears, Mervyn's, and Montgomery Ward), and
wholesalers which sell to such retailers. Value-oriented specialty
stores (including such retailers as Kids R Us and Baby Superstores),
and wholesalers which sell to such retailers.
Mid-tier: mid-tier department stores, meaning intermediate
quality, fashion-oriented department stores (including such retailers
as JCPenney and Kohl's).

Upscale: Upscale retailers, meaning high quality, high
fashion department stores (including such retailers as Robinsons-May,
Nordstrom's and Bloomingdale's), specialty stores and boutiques, and
wholesalers which sell to such retailers. Better specialty stores
(such as Bergstrom's), and wholesalers which sell to such retailers).

E-commerce: direct retail shopping involving the buying and
selling of goods and services on the internet, especially the world
wide web.
Other: Please indicate distribution restrictions or channels
which should be included in the Agreement (e.g. grocery stores,
airports, hotel, gift shops, etc.):
_____________________________ _____________________________ ____.

No wholesalers: Check here for no wholesalers.


ATTACHMENT D

Royalty Report

Total Due

A. Sales to Licensor, any subsidiary of Licensor, and/or the
United States government


Date of Sale Article /Licensed Mark Quantity Sold Country of
Sale Net Sales Price



0

Sales of Articles on which a royalty was paid to Licensor by a
licensee prior to Licensee in the distribution chain

Name of Previous licensee: ____________________________


Date of Sale Article /Licensed Mark Quantity Sold Country of
Sale Net Sales Price



0

Sales to any other customer of Licensee:


Date of Sale Article /Licensed Mark Quantity Sold Country of
Sale Net Sales Price Total (column 3 times column 5) Royalty Due
(column 6 times 4%)






License Issuance Fee ($1000), if applicable


Promotional Fee ($2500), if applicable


Total


Check attached
Payment by wire transfer, receipt attachedAttachment E

Confidentiality Agreement

This confidentiality agreement ("Agreement") is entered into between
("Contractor") and _
("Licensee") and will be effective as of the date
set forth below.

In connection with Licensee's provision to Contractor of certain
Other Intellectual Property, reference is made to License Agreement
_________________ dated as of _______ , 20___ between Boeing
Management Company ("Boeing"), a wholly-owned subsidiary of The
Boeing Company, and Licensee (the "License Agreement").

Capitalized terms used herein without definition will have the same
meaning as in the License Agreement.

Boeing has agreed to permit Licensee to make certain Other
Intellectual Property related to the manufacture of Articles
available to Contractor in connection with Licensee's contract with
Contractor (the "Contract") to assist Licensee in the manufacture of
Articles. In consideration of the Contract, and as a condition of
receiving Other Intellectual Property, Contractor agrees as follows:

For purposes of this Agreement:

"Other Intellectual Property" means any artwork, drawings, technical
information, know-how, and advice provided or otherwise made
available to Licensee in accordance with section 2 of the License
Agreement together with a nonexclusive license under any copyrights
and/or designs owned by Licensor therein.

"Proprietary Information" means any and all proprietary, confidential
and/or trade secret information owned by Boeing or a Third Party
which are contained, conveyed or embodied in Other Intellectual
Property.

"Third Party" means anyone other than Boeing, Licensee and Contractor.

2. Boeing has authorized Licensee to grant to Contractor, and
Licensee does hereby grant to Contractor, solely for the purpose of
assisting Licensee in the design, manufacture, sale and/or
distribution of Articles under the License Agreement, a worldwide,
non‑exclusive, personal and nontransferable license to use Other
Intellectual Property, owned by Boeing, in connection with
performance of the Contract or as may otherwise be authorized by
Boeing in writing. Contractor will keep confidential and protect
from disclosure to any person, entity or government agency, including
any person or entity affiliated with Contractor, all Other
Intellectual Property. Individual copies of all Other Intellectual
Property are provided to Contractor subject to copyrights therein,
and all such copyrights are retained by Boeing or, in some cases, by
Third Parties. Contractor is authorized to make copies of Other
Intellectual Property (except for Other Intellectual Property bearing
the copyright legend of a Third Party) provided, however, Contractor
preserves the restrictive legends and proprietary notices on all
copies. All copies of Other Intellectual Property will belong to
Boeing and be treated as Proprietary Information under this Agreement.

3. Contractor specifically agrees not to use Other Intellectual
Property in connection with the manufacture or sale of any model or
product not authorized by the License Agreement. Unless otherwise
agreed with Boeing in writing, Other Intellectual Property may be
used by Contractor only for manufacture of the Articles on behalf of
Licensee. Licensee and Contractor recognize and agree that they are
responsible for ascertaining and ensuring that all Other Intellectual
Property are appropriate for the use to which they are put.

4. If Boeing believes that the Contractor is not complying with the
terms of this Agreement, Boeing may request, and Contractor will
promptly return to Boeing (or, at Boeing's option, destroy) all Other
Intellectual Property, together with all copies thereof and will
certify to Boeing that all such Other Intellectual Property and
copies have been so returned or destroyed.

5. When and to the extent required by a government regulatory agency
having jurisdiction over Contractor or its operations, Contractor is
authorized to provide and disclose Other Intellectual Property owned
by Boeing to the agency for the agency's use in connection with
Contractor's authorized use of such Other Intellectual Property in
connection with Contractor's manufacture of Articles. Contractor
agrees to take reasonable steps to prevent such agency from making
any distribution, disclosure, or additional use of the Other
Intellectual Property and/or Proprietary Information so provided or
disclosed. Contractor further agrees to promptly notify Boeing upon
learning of any (i) distribution, disclosure, or additional use by
such agency, (ii) request to such agency for distribution,
disclosure, or additional use, or (iii) intention on the part of such
agency to distribute, disclose, or make additional use of Other
Intellectual Property or Proprietary Information.

6. Boeing is an intended third-party beneficiary with respect to
this Agreement, and Boeing may enforce any and all of the provisions
of the Agreement directly against Contractor. Contractor hereby
submits to the jurisdiction of the Washington state courts and the
United States District Court for the Western District of Washington
with regard to any Boeing claims under this Agreement. It is agreed
that Washington law (excluding Washington's conflict-of-law rules)
will apply to this Agreement and with regard to any claim or dispute
under this Agreement.

7. No disclosure or physical transfer by Boeing or Licensee to
Contractor, of any Other Intellectual Property or Proprietary
Information covered by this Agreement will be construed as granting a
license, other than as expressly set forth in this Agreement or any
ownership right in any patent, patent application, copyright,
trademark, or trade secret.

8. The provisions of this Agreement will apply notwithstanding any
markings, or legends or the absence thereof, on any Other
Intellectual Property.

9. This Agreement is the entire agreement of the Parties regarding
the ownership and treatment of Other Intellectual Property and
Proprietary Information, and no modification of this Agreement will
be effective as against Boeing unless embodied in a writing signed by
authorized representatives of Contractor, Licensee and Boeing.

10. Failure by either Party to enforce any of the provisions of this
Agreement will not be construed as a waiver of such provisions. If
any of the provisions of this Agreement is/are held unlawful or
otherwise ineffective by a court of competent jurisdiction, the
remainder of the Agreement will remain in full force.

11. This Agreement is coterminus with the Contract, provided that
Contractor's confidentiality obligations shall survive Cancellation
of this Agreement.

ACCEPTED AND AGREED TO this: Date: _____________________ , 20___

CONTRACTOR LICENSEE

Signature: Signature:


Printed Name: Printed Name:


Title: Title:

[Widewing]

When did that court ruling take place? Sounds wonderful if it is fact.

Here's the Boeing intellectual property licensing contract (notice the list of aircraft it covers):

I forget the specific case, but it was a decision rendered by the 9th Circuit Court of Appeals.

Boeing has threatened suit many times, even going as low as sending a threatening letter to a well known aviation artist for painting a B-17, which was then sold for profit as prints. They demanded a licensing fee. This gentleman had his attorney respond, stating that Boeing had no right to demand a license, and invited a suit. Boeing never responded, their bluff called... Boeing's problem is that there are no trademarks, no patents or copyrights in place for these vintage aircraft. I believe that they fail to meet the criteria for either. Moreover, the Government owns the rights to many of these aircraft designs. The image of an aircraft is intellectual property of the artist. If Boeing had a valid argument, than the owner of the Empire State Building could demand a license of every company that made a miniature likeness.

Boeing can claim the right to demand licensing, but that does not make it valid, nor legal. This is nothing more than corporate bullying..


My regards,

Widewing

[Messiah]

wtf happened to this thread?

[Saxman]

So basically, UbiSoft's excuse for why planes in IL-2 like the TBM aren't modeled as flyable is total BS.

[Anaxogoras]

So basically, UbiSoft's excuse for why planes in IL-2 like the TBM aren't modeled as flyable is total BS.

Download 4.08m/4.09m.

[Saxman]

I have the most recent version. Still wasn't worth the price.

[Die Hard]

So basically, UbiSoft's excuse for why planes in IL-2 like the TBM aren't modeled as flyable is total BS.

UbiSoft isn't involved at all. Boeing threatened Oleg's C1 company in Russia. A U.S. court ruling only applies to U.S. jurisdiction.

This crap is hopefully over though, or at least curtailed.

[Die Hard]

I have the most recent version. Still wasn't worth the price.

What was wrong with it?

[Saxman]

Pretty much everything except the damage model and graphics: Sounds are awful (engines sound anemic, firing the .50cal sounds like a washing machine). Horrible views system. Very generic flight modeling (for example, all the aircraft have the exact same flap positions: Up, Combat, Takeoff, Landing) and almost all the aircraft "feel" the same. Engine overheats are ridiculously over-modeled. Poor to non-existent feeling of altitude or speed (granted, judging altitude improved when I changed to an nVidia card and could make use of the top-level water and ground detail settings). Control mapping can be awkward, and especially setting control axes is unintuitive (inverting the axis should be an ENTIRELY separate setting, not depending on which way you move the control to map it). I personally didn't like that there was no way to use Imperial measurements in the on-screen data when flying aircraft whose instruments were calibrated and rendered to show speed in mph and altitude in ft, rather than km/h and meters.

I have problems with the way the company went about development as well. It took them FOREVER to fix the way firing the US .50cal caused the aircraft to slew all over the sky (problem was identified almost immediately, but it took them half a dozen patched to do anything about it!). God forbid you lost a gun or two on one side. While the concept of merging the titles was interesting, IMO this led to a seriously half-assed approach to some of them. The default campaigns in Pacific Fighters stand-alone were HORRIBLE: I'm talking aircraft spawning right on your 6 o'clock. The only way to get anything approaching a complete game out of it was to merge it with Il-2. It was a glorified expansion pack, and if that's how they were going to develop it they should have just REQUIRED Il-2 to begin with. And I've mentioned this before, but it irritates me they focused all the attention they did on "wonder weapons" that never even left the drawing board, or superplanes that either never saw combat or didn't see action until Korea (I'm looking at you, P-80) but they refused to add the F4U-4 (and I MEAN refused. Oleg said specifically in threads on the forums asking for it that there were "enough" Corsairs already and they wouldn't be adding the -4. Even though there were about a dozen 109s, including the twin-fuselage model that never actually saw combat).

[Die Hard]

Pacific Fighters was a 3rd party development that went so wrong that C1 had to take over and merge it with Il2FB to fix it. The sound set up is one of Il2's strong points imho with dynamic engine sounds, buffeting, turbulence etc. The guns would be muffled in the cockpit (so much so that the Spit I's .303's were completely drowned out by the engine in real life). The flap positions are not generic if you slave them to a proper analogue device (for example the 109's flaps are completely stepless). Fixing the recoil of the 50 cals might have been a bit far down on their list of things to fix, but you have to understand that Il2 focuses on the Eastern Front, and that U.S. planes were added almost as an afterthought. C1 being fully committed to their new Storms of War simulation probably can't be bothered to add that one missing (and historically insignificant) Corsair just because a few whiners can't live without it. Between this and the Star Trek thread you do come off as a bit of a whiner Saxman, if you want to fly American don't buy Russian.

[1Boner]

Nope.  Less than 10 built.

Where are you getting this information??

[Saxman]

...but you have to understand that Il2 focuses on the Eastern Front, and that U.S. planes were added almost as an afterthought...

Tell me this then: Why do TWO Zero models that never saw combat rate an addition? This is a total cop-out. If they cared that little to do something properly then better they not do it at ALL and stick to their primary focus.