MRO Services Clause Samples

MRO Services. Joby shall work in good faith with Toyota regarding MRO services for the S4 Series and provide reasonable support to Toyota, as determined by Joby, for Toyota’s MRO service development plans and processes. Without limiting the foregoing, Joby shall provide Toyota with copies of all applicable maintenance manuals, system schematics and drawings, and other technical information regarding S4 Series aircraft relevant to the provision of any related MRO services. In addition, Joby shall make available to Toyota and its designees, at Joby’s standard fees, MRO training programs and related training materials. As Toyota engages in providing MRO services, the Parties shall establish a process with the goal of enabling Toyota to provide feedback from such services to support continuous improvement of aircraft maintainability and flight availability. Further, Toyota shall have the right to provide MRO services for any Toyota Air Taxi Operations. In addition, ▇▇▇▇ shall not enter into any agreement or arrangement with respect to [***] without first complying with the requirements set forth in this Section 4.2; except that [***]. (a) promptly following ▇▇▇▇’s decision to [***] Joby shall provide written notification to Toyota describing all applicable MRO services (the “MRO Services Requirements”) (e.g., scope of services, location(s), pricing, timing, etc.) and, if applicable, the material terms [***] (such notice, an “MRO Notice”); provided that, Joby may [***]; (b) upon receipt of such MRO Notice, Toyota shall [***]; and (c) prior to entering into an MRO Agreement with a third party (a “Third Party MRO Agreement”), Joby will provide to Toyota in writing [***], and Toyota may [***]. (d) This Section 4.2 shall survive any termination of this Agreement pursuant to Section 12.2(a) as a result of a Joby breach or pursuant to Section 12.2(d), in either case until [***]. (e) Joby shall not, and shall not permit any Joby Group Company to, undertake actions that restrict or interfere with Toyota’s exercise of any of Toyota’s rights under this Section 4.2.