1
EXHIBIT 10.7
IRIDIUM(R)
COMMUNICATIONS SYSTEM
OPERATIONS AND MAINTENANCE
CONTRACT
BETWEEN
IRIDIUM LLC
AND
MOTOROLA
CONTRACT EFFECTIVE DATE: JULY 29, 1993
(CONFORMED 1/14/97 TO INCLUDE AMENDMENTS 1, 2, 3, 4, 5 AND 6)
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IRIDIUM IS A REGISTERED TRADEMARK AND SERVICE XXXX OF IRIDIUM LLC
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TABLE OF CONTENTS
TITLE PAGE
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RECITALS. 1
ARTICLE 1. DEFINITIONS. 2
ARTICLE 2. DESCRIPTION OF WORK. 3
ARTICLE 3. PERFORMANCE SCHEDULE. 4
ARTICLE 4. CONTRACTOR'S COMPENSATION. 4
ARTICLE 5. PAYMENT. 6
ARTICLE 6. TITLE TRANSFER. 6
ARTICLE 7. CHANGES. 6
ARTICLE 8. EXCUSABLE DELAYS. 7
ARTICLE 9. OWNER'S ACCESS. 7
ARTICLE 10. REPORTS. 8
ARTICLE 11. INTELLECTUAL PROPERTY RIGHTS. 8
ARTICLE 12. PATENT INDEMNITY. 9
ARTICLE 13. WARRANTY. 11
ARTICLE 14. TAXES. 11
ARTICLE 15 PERMITS AND LICENSES. 11
ARTICLE 16. CROSS WAIVER OF LIABILITY. 13
ARTICLE 17. INDEMNIFICATION. 14
ARTICLE 18. INSURANCE. 15
ARTICLE 19. EXPORT REGULATIONS. 15
ARTICLE 20. DEFAULT BY CONTRACTOR. 15
ARTICLE 21. DEFAULT BY OWNER. 17
ARTICLE 22. EXTENSION TO CONTRACT. 18
ARTICLE 23. TERMINATION OF SPACE SYSTEM CONTRACT. 18
ARTICLE 24. NEXT GENERATION SPACE SYSTEM. 18
ARTICLE 25. LIMITATION OF LIABILITY. 18
ARTICLE 26. DISCLOSURE AND USE OF INFORMATION BY THE PARTIES. 18
ARTICLE 27. PUBLIC RELEASE OF INFORMATION. 19
ARTICLE 28. ASSIGNMENT. 20
ARTICLE 29. RELATIONSHIP WITH OTHER AGREEMENTS. 20
ARTICLE 30. NOTICES. 20
ARTICLE 31. AUTHORIZED REPRESENTATIVES. 21
ARTICLE 32. EXHIBITS. 21
ARTICLE 33. ORDER OF PRECEDENCE. 21
ARTICLE 34. APPLICABLE LAW. 21
ARTICLE 35. ENTIRE AGREEMENT. 22
ARTICLE 36. EFFECTIVE DATE. 22
EXHIBIT A STATEMENT OF WORK
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IRIDIUM Operations and Maintenance Contract
IRIDIUM OPERATIONS AND MAINTENANCE CONTRACT
THIS CONTRACT is hereby made between Motorola, Inc. (hereinafter called
"Motorola" or "Contractor") a corporation organized under the laws of the State
of Delaware, U.S.A., and Iridium, Inc. (hereinafter called "Owner"), a
corporation organized under the laws of the State of Delaware, U.S.A. The
Effective Date of this Contract is the date specified in ARTICLE 36, EFFECTIVE
DATE.
RECITALS.
A. On June 26, 1990, Motorola formally announced that it intended to
develop a global communication system that would allow communication
via portable radio telephones anywhere on Earth -- whether on land, at
sea or in the air. The new system, known as IRIDIUM(R), has at the
heart of its operation, a constellation of nominally sixty-six (66)
satellites in low-earth orbit working together as a digitally-switched
communications Space System in space. The system is intended to handle
both voice and data. One or more ground-based spacecraft control
facilities will maintain the satellite constellation and overall
operation of the system.
B. A key component of the IRIDIUM Communications System will be a Space
System of "gateway" surface facilities in various countries that will
link the satellites with the public-switched telephone network. These
gateways will also store customer billing information and will keep
track of each user's location.
C. Other key components to the system are the Subscriber Units (ISUs) and
Mobile Exchange Units (MXUs).
D. On June 14, 1991 Motorola incorporated Iridium, Inc. to, among other
things, become the owner/operator of the Space System portion of the
IRIDIUM Communications System.
E. A Space System Contract has been or will be executed to function as
the mechanism whereby Motorola will sell to Iridium, Inc. the Space
System portion of the IRIDIUM Communications System.
F. Separate agreements between Iridium, Inc., Motorola, and/or other
appropriate parties will provide for the production and sale of the
Gateways, Subscriber Units, MXUs, and other components of the IRIDIUM
Communications System. Neither this Contract nor the Space System
Contract include the development, sale, operation or maintenance of
the Gateways of the IRIDIUM Communications System.
G. This contract is intended to function as the vehicle whereby Motorola
will operate or direct the operation of the entire IRIDIUM
Communications System, and will maintain the Space System itself by the
routine replacement of individual space vehicles.
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IRIDIUM Operations and Maintenance Contract
ARTICLE 1. DEFINITIONS
Capitalized terms and the terms specified below used and not otherwise defined
herein shall have the following meanings:
A. Constellation or Space Segment: That part of the IRIDIUM
Communications System consisting solely of the space vehicles (also
referred to as spacecrafts or satellites) in low-earth orbit. It does
not include the System Control Segment, Gateways, ISUs, MXUs or other
components necessary for complete utilization of the IRIDIUM
Communications System.
B. Gateway: The Gateways encompass the ground-based facilities
constructed in accordance with the Gateway Interface Specification
supporting the subscriber billing/information functions in addition to
call processing operations and the connection of the IRIDIUM
subscriber communications through the Public Switched Telephone
Network (PSTN).
C. Gateway Interface Specification: The functional specification that
defines the radio frequency interface, logical and physical protocols,
and functionality necessary for Gateway interoperability with the
Space System. It does not include the voice encoding algorithm
necessary for complete interoperability with the IRIDIUM
Communications System.
D. IRIDIUM Communications Service: The telephony of voice and data
service between subscribers and PSTN customers and the paging service
to subscribers provided by IRIDIUM Communications Systems.
E. IRIDIUM Communications System (or simply "IRIDIUM"): The complete
integrated satellite- based digitally-switched communication system.
This term refers collectively to the Space Segment, System Control
Segment, Gateways and Subscriber Unit Segment.
F. Mobile Exchange Units (MXUs): The equipment designed to interconnect
multiple voice or data channels to the IRIDIUM Communications System
using the subscriber unit radio frequency interface to the Space
System.
G. Paging Unit Interface Specification: The functional specification
that defines the radio frequency interface, logical and physical
protocols and paging unit functionality necessary for paging unit
interoperability with the Space System.
H. Satellite Subscriber Unit (Voice) Interface Specification: The radio
frequency interface, logical and physical protocols, and unit
functionality necessary for subscriber unit (voice) interoperability
with the Space System. It does not include the voice encoding
algorithm necessary for complete interoperability with the IRIDIUM
Communications System.
I. Space System Operations Plan: Documentation developed under the Space
System Contract that details the functional operation of the Space
System. It also
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IRIDIUM Operations and Maintenance Contract
describes the functional operation of the entire IRIDIUM
Communications System.
J. Space System: The term refers to the integrated combination of the
Space Segment and System Control Segment.
K. Space Vehicles: The terms "space vehicle", "satellite", or
"spacecraft" all have the same meaning throughout this contract and
refer to the individual or multiple satellites of the Constellation.
L. Spare Space Vehicle: A space vehicle built by Contractor to
substantially the same performance specifications as those Space
Vehicles built under the Space System Contract. Such Spare Space
Vehicles are intended to be used by Contractor to replace space
vehicles of the Constellation in accordance with its obligations under
this contract. Contractor may store such Spare Space Vehicles on the
ground or may launch one or more of them into an orbit below the orbit
of the Constellation (i.e. a storage orbit) for later insertion into
the Constellation.
M. Subscriber Unit Segment: The Subscriber Unit Segment refers
collectively to the individual equipment units to be used by
subscribers and capable of initiating and receiving communications
through the IRIDIUM Communications System. These may include for
example hand-held portable units, aircraft units, marine units,
portable office units, and pay phone units. As used herein, this term
also includes paging units.
N. System Control Segment (SCS): This term refers to the various
ground-based sites, equipment, and facilities to manage and control
the individual space vehicles of the Constellation, and the
communication links of the IRIDIUM Communications System. The System
Control Segment is composed of a Master Control Facility, a Backup
Control Facility, and associated Telemetry, Tracking and Command
Facilities (TTAC's).
O. ODN: A communications link, separate from the Space System and the
Constellation, which is solely between and among the MCF and the
Gateway Equipment, and which is sufficient for the transmission of
network management data between the MCF and the Gateway Equipment and
message delivery requests from the MOC to the MTC. Backup link
capabilities will be provided to the backup location(s) for the
Network Management and MTC functions. The ODN shall not include
intra-SCS communications, nor the transmission of IRIDIUM subscriber
data and fax transmissions. The ODN under this Contract is the same
communications link described under the same term in the Terrestrial
Network Development Contract between Contractor and Owner.
P. Gateway Equipment: The hardware and software for the IRIDIUM Gateway
necessary to perform the functions specified in Section 3.1 of Exhibit
A of the Terrestrial Network Development Contract.
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Q. Initial GEPAs: GEPAs for the installation of Gateway Equipment for
the following IRIDIUM Investors, provided the installation of such
Gateway Equipment is scheduled to occur prior to the Commercial
Activation Date:
1. Iridium U.S., L.P.
2. Iridium SudAmerica
3. Nippon Iridium Corp.
4. United Communication Industry Public Company Limited
[Thai Satellite Telecommunications Co., Ltd.]
5. Pacific Communications Co., Ltd. - #1 [Taiwan]
6. Pacific Communications Co., Ltd. - #2 [Indonesia]
7. Iridium Services Deutschland and STET
8. Khrunichev State Research and Production Space Center
9. Iridium China (Hong Kong), Ltd.
10. Iridium India Telecom, Ltd.
11. Korea Mobile Telecommunications Corp.
R. GEPA: A Gateway Equipment Purchase Agreement between Motorola and a
gateway equipment purchaser.
ARTICLE 2. DESCRIPTION OF WORK.
A. Contractor shall provide the necessary labor to operate the System
Control Segment facilities as specified by the Space System Operations
Plan to control the space vehicles of the Constellation and the
day-to-day Space System management for the entire IRIDIUM
Communications System. Such Space System management functions include
the monitoring of the Space System interface of the Space System with
the Gateways, Subscriber Units, Paging Units and Mobile Exchange Units
(MXUs).
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B. Contractor shall exert its best efforts to monitor, upgrade and
replace, the hardware and software of the Space System (including the
individual space vehicles) as necessary to maintain it at a quarterly
Average Actual Service Provided (AASP) coverage factor and capacity
factor of no less than 98.0%. The AASP shall be calculated pursuant
to Exhibit A hereto. However, if the Space System Contract is
completed and accepted by Owner at an AASP coverage or capacity factor
of less than 98.0%, the most recent AASP coverage factor and capacity
factor computed by Contractor preceding such completion and acceptance
shall apply to this contract for the first complete quarterly period
(and any initial partial quarterly period). This activity shall
additionally include the routine updating of the Space System
Operations Plan as specified by Exhibit A hereto.
C. Space vehicles lost or damaged by the acts of third parties during the
five (5) year period of this contract shall be replaced by Contractor
in accordance with Paragraph D of ARTICLE 4, CONTRACTORS COMPENSATION,
of this Contract.
D. (1) ODN Connectivity:
Motorola shall manage and provide for the Operations and Maintenance
of the Operations Data Network (ODN), a frame relay network separate
from the Space System and the Constellation, which links the Gateways
and the MCF, and provides backup links to the BCF, or to other backup
sites at which the Network Management Function and the redundant MTC
may be located. The ODN shall include links and capacity as designated
by Iridium LLC for IBSS requirements, including connectivity of
remotely located GBS installations. Availability of the ODN shall be
consistent with the requirements for reliable delivery of the traffic
carried, and Motorola and Iridium shall periodically review ODN
performance data and make adjustments, if required, as mutually
agreed.
(2) ODN Capacity, Traffic Allocation and Cost Allocation
Initial Capacity:
Initially, Motorola shall provide a 64 KBPS link between the frame
relay network and each gateway and a 256KBPS link between the frame
relay network and the MCF. Sizing of the link to the BCF, or to other
backup sites at which the Network Management Function and the
redundant MTC may be located shall be sufficient to accommodate the
equivalent traffic as would be carried by the link to the MCF. In
addition, Motorola shall provide links to remotely located GBS sites,
as designated by Iridium LLC. Such remote site designations and the
initial capacity of each link shall be communicated to Motorola by
Iridium LLC by a mutually agreeable date consistent with commercial
and operational needs.
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IRIDIUM Operations and Maintenance Contract
Anticipated Traffic:
Traffic (data) to be transported by the ODN includes:
- Motorola responsible network management data between the MCF and the
Gateways and message delivery requests from the MOC to the MTC.
- Iridium LLC responsible Call Detail Record traffic among GBS
(whether colocated with the gateway or remotely located), Gateway and
IBS (whether colocated with MCF or remotely located).
Network management and performance data will be shared between
Motorola and Iridium LLC in order to jointly plan network capacity
allocations and adjustments.
Cost Allocation:
Motorola shall procure and manage the configuration, operation and
maintenance of the entire ODN. Iridium LLC will reimburse Motorola for
the following costs:
- Non-recurring installation charges and recurring operating costs for
links with GBS
installations remote from the Gateways and IBS installations remote
from the MCF.
- Non-recurring installation charges and recurring operating costs for
the IBSS traffic and associated links beyond the cost of the initially
installed capacity as described above.
Each party has first rights to capacity it acquires for its respective traffic.
To the extent spare link capacity exists, Motorola and Iridium agree to share
such spare capacity in order to achieve more efficient use of installed
capacity and to minimize unnecessary expansions.
ARTICLE 3. PERFORMANCE SCHEDULE.
Contractor shall immediately commence all appropriate preparations in order for
it to be responsible for the performance of all of the work described in
ARTICLE 2, DESCRIPTION OF WORK, immediately upon completion of the final
milestone of the Space System Contract. Such effort shall continue thereafter
for a period of five (5) years after the completion of the final milestone of
the Space System Contract. Both Owner and Contractor recognize the Contractor
may need to hire and train personnel, order materials from suppliers, produce
Spare Space Vehicles, and, in the event Contractor utilizes an on-orbit sparing
approach, to launch such Spare Space Vehicles, all prior to completion of the
Space System Contract.
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IRIDIUM Operations and Maintenance Contract
Contractor hereby grants to Owner the Option to extend this Contract for eight
calendar quarters beyond the five-year period of this Contract. Such Option
must be unconditionally exercised by Owner by delivering a written notice to
Contractor no later than the last day of the 20th month after the start of the
five year period of this Contract. In the event Owner exercises this Option,
during such additional eight calendar quarters, Owner will pay Contractor the
applicable quarterly payments determined from the table in paragraph A of
Article 4, "CONTRACTOR'S COMPENSATION."
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IRIDIUM Operations and Maintenance Contract
ARTICLE 4. CONTRACTOR'S COMPENSATION.
A. During each of the twenty (20) calendar quarters of the five (5) years
of this Contract, Owner shall pay Contractor quarterly payments as
determined from the table below.
PAYMENT (U.S.)
Year Per Calendar Quarter*
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1998 $129,360,000
1999 $134,360,000
2000 $139,360,000
2001 $145,360,000
2002 $151,360,000
2003 $157,748,000
2004 $164,762,000
2005 $171,777,000
2006 $178,794,000
*Although the parties anticipate that the five year period of this Contract
will commence at the beginning of the fourth quarter of 1998 the actual date
cannot be determined at this time, but will be the day of the acceptance of the
final milestone of the Space System under the Space System Contract. The
quarterly periods will be January through March, April through June, July
through September, and, October through December. The quarterly payment of the
first period shall be prorated against the applicable quarterly period and be
based upon the actual number of days remaining in the quarter from and
including the day of final acceptance of the Space System under the Space
System Contract compared to the total number of days in the quarter. The
quarterly payment for the final period of the five year duration of this
contract shall be prorated based upon the actual number of days covered in the
final quarter up to and including the last day of the fifth year compared to
the total number of days in the quarter. Notwithstanding the foregoing, in the
event the completion of the Space System Contract and, therefore, the
commencement of the five year period of this Contract is delayed for more than
six (6) months for any reason other than causes within the reasonable control
of Contractor, the quarterly payments specified in Paragraph A above shall be
adjusted to account for any additional costs incurred by Contractor.
Nineteen (19) months after the commencement of this Contract, Contractor will
evaluate its relative risks and cost experience on the Contract to date and
will consider as appropriate a possible downward only price adjustment to the
quarterly prices stated herein. Any such price adjustment will be based upon
Contractor's sole and absolute discrition.
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B. Upon termination of this Contract prior to its expiration, as a result
of the termination of the Space System Contract prior to completion of
its final milestone for the convenience of Owner, Owner shall
immediately pay Contractor:
1. the sum of $46,000,000 (U.S.) for each Spare Space Vehicle
then located in a low-earth storage orbit; and
2. the sum of $31,000,000 (U.S.) for each Spare Space Vehicle
not yet launched; and,
3. a portion of the sum stated in B.2. above for each partially
completed Spare Space Vehicle whereby such portion shall be
equal to the percentage of completion of each space vehicle
multiplied times the sum listed in Paragraph B.2. above (for
example if a space vehicle is 75% complete, Owner shall pay
Contractor 75% of $31,000,000 for that partially completed
space vehicle).
Upon such termination or expiration of this contract or Space System
Contract, and payment by Owner to Contractor of all of the sums
specified above, (items 1, 2, and 3), title and risk of loss to each
such spare space vehicle not yet launched and the materials of each
partially completed spare space vehicle (items 2 and 3 above) shall
pass to Owner. Title and risk of loss to each spare space vehicle
already in a low-earth storage orbit passes to Owner as provided by
ARTICLE 6, TITLE TRANSFER.
C. Upon expiration of the five (5) year period of this Contract, Owner
shall pay Contractor the amounts specified in Xxxxxxxxxx X0, X0 and B3
above; provided however that if Owner gives Contractor written notice
on or before the first day of the last full year of this Contract of
Owner's intent to not renew this Contract, Owner shall only pay
Contractor the amounts for item B1 above upon expiration of the five
(5) year duration of this Contract.
D. In the event one or more space vehicles of the Constellation, or, any
space vehicle in a low earth storage orbit are damaged by the acts of
third parties (including but not limited to the degradation or
complete loss of any space vehicle due to contact with space debris of
any size or character) and, upon request by Owner, Contractor agrees
to promptly replace such damaged space vehicles. In addition to the
quarterly payments, Owner agrees to pay Contractor the sum of
$46,000,000 (U.S.) upon the delivery by Contractor of a replacement
space vehicle in the orbital position in which such damaged or lost
space vehicle had been located. Furthermore, any such damaged or lost
space vehicles shall be considered fully functional for purposes of
the computation of the Average Actual Service Provided percentages in
Exhibit A. Upon arrival of such replacement space vehicle in the
designated Constellation orbital position, such replacement space
vehicle will commence to be evaluated for purposes of the computation
of the Average Actual Service Provided percentages in Exhibit A.
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The parties anticipate having evidence available when a space vehicle
is impacted by a large object in space and is totally destroyed as a
result. However, the parties also recognize that it may be extremely
difficult to determine the actual cause of the partial or complete
degradation or inoperability of a space vehicle in the event it is
impacted by small objects in space. Therefore, the parties agree that,
in the event the evidence available to the parties suggests to
reasonable and prudent experts knowledgeable in the field of
spacecraft orbital operations and/or space debris that a space object
(i.e., space debris) may have impacted a space vehicle and caused it
to become partially or completely inoperative, such situations shall
be deemed to be a situation whereby such spacecraft degradation was in
fact caused by a third party for purposes of this Article; provided
however that in such situations, Owner shall only be obligated to pay
Contractor $23,000,000 (U.S.) upon the delivery by Contractor of a
replacement space vehicle in the orbital position in which such
damaged or lost space vehicle had been located.
ARTICLE 5. PAYMENT.
A. The quarterly payments referred to in ARTICLE 4, CONTRACTOR'S
COMPENSATION, shall be paid by Owner to Contractor on or before the
first day of each calendar quarter. Payment to Contractor shall be
made by cable/wire transfer to a banking institution as Contractor
designates or by such other means as Contractor may designate from
time to time.
ARTICLE 6. TITLE TRANSFER.
Unless otherwise stated herein, the following shall apply:
A. Title and risk of loss or damage to each individual Spare Space
Vehicle of the Constellation shall pass to Owner upon the earlier of
the arrival of each such Spare Space Vehicle in a low-earth storage
orbit, or, upon the date on which Contractor demonstrates to Owner the
arrival of each space vehicle at its designated orbital location in
the Constellation. Except as provided by Paragraph D of ARTICLE 4,
CONTRACTOR'S COMPENSATION and other specific provisions of this
Contract, this transfer of title and risk of loss shall not affect
Contractor's best effort obligation to maintain the quarterly Average
Actual Service Provided percentages at a minimum 98.0% by replacing
such Spare Space Vehicles as appropriate without any price adjustment.
B. Title and risk of loss to the updates to the Space System Operations
Plan, replacements or repairs to hardware and revisions to items of
software in the System Control Segment shall pass to Owner upon the
earlier of either the delivery of such items from Contractor to Owner
at Contractor's Chandler, Arizona facility, or their incorporation and
use in the books, records or facilities of Owner's System Control
Segment. Repairs or replacements of hardware, software or other
components of the System Control Segment due to damages caused by
events which constitute excusable delays under ARTICLE 8 are not
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included in the quarterly payments specified in ARTICLE 4. In addition
to the remedies provided in ARTICLE 8, Owner agrees to pay Contractor
for such repair and replacement work based upon terms and conditions
mutually acceptable to both parties.
ARTICLE 7. CHANGES.
Changes to this Contract may be made only by mutual agreement of both parties
hereto. Such changes shall be evidenced by a written agreement executed by
authorized representatives of both parties. No change shall be binding on
either party unless and until such written document is fully executed by both
parties.
ARTICLE 8. EXCUSABLE DELAYS.
A. Without limiting any other provision specifying what constitutes an
excusable delay under this Contract, any event which causes a failure
or delay to perform hereunder, and in every case is beyond the
reasonable control and without the fault or negligence of Contractor
and its subcontractors hereunder shall constitute an excusable delay,
if notice thereof is given to Owner within thirty (30) days after such
event shall have occurred. Such excusable delay events include but
are not limited to acts of God or of the public enemy; acts of
governments in their sovereign or contractual capacity, including
government priorities, allocations, regulations or orders affecting
materials, facilities, or completed spacecraft; fires; floods;
snowstorms; earthquakes; epidemics; quarantine restrictions; strikes;
labor difficulties; wars; and freight embargoes. Delays in launches
of spacecraft caused by the actions or inactions of Contractor's
launch service subcontractors directly pursuant to their subcontracts
with Contractor shall not constitute excusable delays hereunder. All
other delays in launches of spacecraft arising for whatever reason not
caused by Contractor shall constitute excusable delays hereunder.
Such excusable delays include, but, are not limited to delays in the
launch(es) of the Contractor's spacecraft due to delays of any other
launch(es) (i.e. not for this contract) preceding any of Contractor's
scheduled launch(es) whether or not caused by the actions or inactions
of Contractor's launch service subcontractors relating to such
preceding launches.
B. In the event of any such excusable delay, the performance schedule
shall be extended equitably and the quarterly payments shall be
adjusted to account for any additional costs incurred by Contractor as
a result of such delay. Contractor shall exert its best efforts to
mitigate such additional costs or schedule impact to the extent
reasonable. In the event of any such excusable delay Contractor shall
be relieved of its obligation under ARTICLE 2 to exert its best
efforts to maintain the Space System at a minimum quarterly Average
Actual Service Provide coverage and capacity percentages of 98%.
During such excusable delays, Contractor shall continue to maintain
the AASP at the best reasonable level it can and shall be paid the
full quarterly payment in addition to any additional costs it incurs
as a result of such delay.
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ARTICLE 9. OWNER'S ACCESS.
For the purpose of observing the status and quality of Contractor's performance
of work, Contractor shall afford a limited number of Owner's employees, or,
designees as approved by Contractor, subject to Article 19, EXPORT REGULATIONS,
access to contract activities at the Contractor's and its first-tier
subcontractor's facilities on a non-interference basis. Contractor's approval
of designees requested by Owner shall not be unreasonably withheld; provided,
however, that such approval may be withheld if Contractor or its first-tier
subcontractor(s) have reasonable concerns as to the protection of their
proprietary information or potential injury to their competitive market
position(s).
ARTICLE 10. REPORTS.
Contractor shall prepare and submit to Owner the following reports in the
frequency specified during the five (5) year period of performance of this
Contract:
1. Quarterly reports containing Contractor's analysis of data
supporting its certification of its computation of the
Average Actual Service Provided percentages for the
immediately preceding quarterly period. Such reports shall be
submitted no later than the fifteenth day following the end
of each such quarterly period.
2. Daily summaries of space system operations activities
including data to be utilized in the computation of the
quarterly Average Actual Service Provided percentages.
ARTICLE 11. INTELLECTUAL PROPERTY RIGHTS.
A. Except for computer programs and related documentation which are
covered by Paragraph C below, unless this Contract is terminated
pursuant to ARTICLE 21, DEFAULT BY OWNER, Owner shall have an
unlimited right to use, duplicate, and disclose the information
contained in the updates to the Space System Operations Plan furnished
pursuant to ARTICLE 2, DESCRIPTION OF WORK, of this Contract; and the
reports delivered under ARTICLE 10 above, however, if any written
material furnished as part of said documentation is copyrighted, Owner
shall have an unlimited right to make copies of such copyrighted
material and to use such copies for any Owner purpose without payment
of additional compensation to Contractor only to the extent that
Contractor has the authority to grant such right. In the event
Contractor does not have such right, Contractor will use its best
reasonable efforts to obtain such rights for Owner. In the event that
the obtaining of such rights involve the payment of a fee, Owner shall
reimburse Contractor for said fee.
B. Except for the data listed in Paragraph A above, all data, including
without limitation, manufacturing processes technology, and any other
information relating to terrestrial cellular networks or components,
that are or may be
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delivered or disclosed by Contractor to Owner shall be subject to
ARTICLE 26, DISCLOSURE AND USE OF INFORMATION BY THE PARTIES and Owner
acquires no rights, title or interest in such intellectual property or
other intellectual property associated with the design of the Space
System except as may be negotiated in other license agreements between
Contractor and Owner pursuant to reasonable terms and conditions
mutually acceptable to Contractor and Owner.
C. To the extent computer software and documentation delivered under the
Contract is proprietary to either Contractor or its licensor, such
items shall be provided as proprietary information under ARTICLE 27,
DISCLOSURE AND USE OF INFORMATION BY THE PARTIES. Notwithstanding any
other provisions of this Contract, the ownership and title to
copyrights in computer programs and related documentation that may be
delivered to Owner by Contractor in accordance with the Contract shall
remain in Contractor or Contractor's licensor.
1. To the extent that Contractor has the right to do so,
Contractor shall grant to Owner, with respect to software and
related documentation delivered in written or magnetic or
optical form under the Contract as part of the System Control
Segment facilities, a paid-up, non-exclusive,
non-transferable license with respect to such software and
documentation, to:
a. use or have used on Owner's behalf solely for the
operation and maintenance of Owner's IRIDIUM Space
System and direct replacements thereto whether
manufactured by Contractor or not; and
b. make one or more back-up copies for retention in a
secure area in case a working copy is destroyed or
damaged, the number of back-up copies to be
consistent with generally accepted and prudent data
processing archive procedures not to exceed six (6)
such copies.
2. Owner has no right to copy or have copied or modify software
that is (a) not supplied in written form or on optical or
magnetic media, or (b) not supplied as a part of the System
Control Segment equipment, or (c) embedded as firmware in any
equipment delivered by Contractor.
3. Owner's license set forth in paragraph C.1.a shall become
effective upon completion of the Operations and Maintenance
(O&M) Contract by Contractor. Owner's license under
Paragraph C.1.b. shall become effective upon completion of
the Space System Contract.
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ARTICLE 12. PATENT INDEMNITY.
A. Subject to the limitations contained or referred to herein, Contractor
will defend at its own expense, any claim, suit or proceeding brought
against Owner on account of the Space System or any part thereof
supplied by Contractor to Owner under this Contract, FOR INFRINGEMENT
OF ANY VALID AND ENFORCEABLE PATENT IN ANY COUNTRY OF THE WORLD WHERE
AN IRIDIUM SERVICE PROVIDER HAS BEEN AUTHORIZED TO PROVIDE SERVICES by
an Authorized Gateway Operator, and, to the extent required, licensed
by the government of such country to provide IRIDIUM services. In
responding to such claim, suit or proceeding Contractor shall have the
option of settling or resolving such claim, suit, or proceeding by any
one or more of the following:
1. procuring for Owner the right under such patent to use,
lease, or sell, as appropriate, the Space System or
infringing part thereof; or,
2. replacing the Space System or infringing part thereof; or,
3. modifying the Space System or part thereof so as not to
infringe; or,
4. paying any settlement or any final judgment entered by a
court of competent jurisdiction against Owner on such
infringement defended by Contractor.
B. Owner agrees that Contractor shall be relieved of the foregoing
obligations unless Owner notifies Contractor promptly in writing of
any such claim, suit or proceeding, and at Contractor's expense,
cooperates with and gives Contractor complete information and
assistance to mitigate, settle and/or defend any such claim, suit or
proceeding. In the event that the actual liability of Contractor as a
consequence of a claim, suit or proceeding or a combination of claims,
suits or proceedings in a particular country exceeds ten percent (10%)
of the actual income derived by Owner from operation of the IRIDIUM
Communication System in such country, then Owner shall cooperate with
Contractor to mitigate Contractor's liability, including either
terminating service in such country or releasing Contractor from any
obligation for liability for patent infringement in such country in
excess of the aforesaid percentage of Owner's income in such country.
C. Contractor shall have no liability for any infringement arising from:
1. the combination of the Space System or any part thereof with
any other product or service not furnished by Contractor, or
2. the modification of the Space System or any part thereof
unless such modification was made by Contractor; or
3. a patent of a country not included in Section A of this
Article 12.
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D. Subject to all the provisions of this Article 12, PATENT INDEMNITY,
Contractor's entire liability hereunder, including liability for
attorneys fees, costs, adverse judgments and other compliance with the
provisions hereof, shall be limited to the amount Owner paid
Contractor for the particular items found to infringe. Furthermore,
Contractor's entire liability under this Article 12 shall be subject
to the overall limitation of liability under Article 25, LIMITATION OF
LIABILITY.
E. Contractor shall not be liable for any costs or expense incurred
pursuant to this Article without Contractor's written authorizations.
CONTRACTOR SHALL IN NO EVENT BE LIABLE FOR LOSS OF USE OR FOR
INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, WHETHER IN
CONTRACT OR IN TORT OR UNDER ANY OTHER CAUSE OF ACTION. THE FOREGOING
STATES THE ENTIRE WARRANTY BY CONTRACTOR AND THE EXCLUSIVE REMEDY OF
OWNER, WITH RESPECT TO ANY ALLEGED PATENT INFRINGEMENT BY THE SPACE
SYSTEM OR ANY PART THEREOF OR ANY OTHER PRODUCT DELIVERED BY
CONTRACTOR TO OWNER UNDER THIS CONTRACT.
F. Owner shall indemnify, defend and hold Contractor harmless against any
expense, judgment, or loss for infringement of any patents, copyrights
or trademarks which results from Contractor's compliance with Owner's
designs, specifications, or instructions.
G. Except as specifically provided by ARTICLE 11, INTELLECTUAL PROPERTY
RIGHTS, and any other written agreements between the parties, no sale,
or lease hereunder shall convey any license by implication, estoppel,
or otherwise to Owner, under any proprietary rights, copyrights, or
patent rights of Contractor.
ARTICLE 13. WARRANTY.
The provisions of this Article 13 are not intended and shall not be construed
to xxxxx, limit or otherwise mitigate the obligations of Contractor expressly
stated elsewhere in this contract including but not limited to its obligations
as set forth in ARTICLE 2, DESCRIPTION OF WORK.
CONTRACTOR DOES NOT MAKE ANY WARRANTY WITH RESPECT TO THE SERVICES, MATERIALS
OR EQUIPMENT INCLUDING BUT NOT LIMITED TO THE SPARE SPACE VEHICLES SUPPLIED
UNDER THIS CONTRACT, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
ALL OF WHICH ARE EXPRESSLY EXCLUDED. CONTRACTOR SHALL HAVE NO LIABILITY,
WHETHER IN CONTRACT OR TORT, FOR SPECIAL, INCIDENTAL, INDIRECT, OR
CONSEQUENTIAL DAMAGES, OR FOR OWNER'S COST OF EFFECTING COVER, OR FOR FAILURE
OR NONPERFORMANCE OF PROPERTY OR FOR LOST PROFIT OR REVENUE.
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ARTICLE 14. TAXES.
A. The quarterly payments of this Contract referred to in ARTICLE 4,
CONTRACTOR'S COMPENSATION, includes all transportation and related
charges and all applicable taxes, duties and similar liabilities
whatsoever for delivery of all items to a destination in the
continental United States, except any tax on the sale to Owner of any
item delivered hereunder. Owner will reimburse Contractor for any such
sales, use tax or duty drawback claim Contractor is required by law to
pay.
B. If requested by the other party, the Contractor and Owner will
cooperate with each other in contesting and/or protesting those taxes
which either party reasonably deems inappropriate. In return for such
cooperation, the Contractor and Owner agree to indemnify each other
against and hold each other harmless from any such tax that the other
party is responsible to pay under Paragraph A above, and from any
costs, expenses, penalties or fees (including reasonable attorneys
fees) which either party incurs in cooperating with the other.
ARTICLE 15 PERMITS AND LICENSES.
A. Contractor or one of its wholly-owned subsidiaries shall apply for and
use its reasonable best efforts to obtain all permits, licenses and
approvals required by the United States Federal Communications
Commission (FCC) or by any applicable U.S. law or regulation, as well
as all necessary orbital locations and radio frequency spectrum, to
construct, launch and operate the Space Segment and to construct and
operate the System Control Segment. Specifically, Contractor or one
of its wholly-owned subsidiaries shall apply to and use its reasonable
best efforts to obtain from the FCC a construction permit(s) to build
the Space Segment and at least one of the System Control Segment
facilities within the United States. In the event such permit to
construct all of the spacecraft and System Control Segment facilities
is not issued by the FCC or other authorized Government entity
acceptable to Owner (whether U.S. or foreign) to Contractor or its
wholly-owned subsidiary on or before December 1, 1994, such situation
shall be treated as an excusable delay under ARTICLE 8, EXCUSABLE
DELAYS, and the price only of this Contract shall be adjusted
accordingly for costs incurred by Contractor after December 1, 1994 as
a result of failure to obtain such permit. In the event such permit
to construct all of the spacecraft and System Control Segment
Facilities is not issued by the FCC or other authorized Government
entity acceptable to Owner (whether US or foreign) to Contractor or
its wholly- owned subsidiary on or before January 1, 1995, such
situation shall be treated as an excusable delay under ARTICLE 8,
EXCUSABLE DELAYS, and the price and schedule of this Contract shall be
adjusted accordingly for costs incurred by Contractor after December
1, 1994 and for schedule delays incurred after January 1, 1995 as a
result of failure to obtain such permit. Contractor or one of its
wholly-owned subsidiaries also shall apply for and use its reasonable
best efforts to obtain from the FCC a license(s) to launch and operate
the Space
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IRIDIUM Operations and Maintenance Contract
System within the United States and between the United States and
international points. If such license to launch and operate is not
issued to Contractor or its wholly-owned subsidiary by February 1,
1996 such situation shall be treated as an excusable delay under
ARTICLE 8, EXCUSABLE DELAYS, and the quarterly payments and schedule
of this Contract shall be adjusted accordingly. Contractor shall exert
its best reasonable efforts to mitigate the impact of any such
excusable delays by attempting to obtain a waiver, alternate license
(i.e., an experimental license) or undertaking other actions as
determined appropriate in Contractor's discretion.
B. Contractor shall use its reasonable best efforts to coordinate within
the United States and on a worldwide basis the effective use by the
Space System of the necessary frequency spectrum and orbital
locations.
C. Contractor shall use its reasonable best efforts to defend and
maintain all of the aforementioned approvals, permits, and licenses
for the Space System and System Control Segment in accordance with
their respective terms and conditions, and to operate the Space System
and System Control Segment in accordance with all applicable laws and
government regulations.
D. Contractor shall pay for its costs of applying for, obtaining and
renewing the aforementioned approvals, licenses and permits. Owner
agrees to reimburse Contractor for all of its other expenses
associated with the aforementioned approvals, licenses, permits and
allocations, including but not limited to Contractor's costs of
defending against challenges by third parties, and for coordinating
within the United States and on a worldwide basis the effective use by
the Space System of the necessary frequency spectrum.
E. Contractor agrees to keep Owner fully informed on a timely basis of
material events relating to the operational and performance status of
the Space System, and any communications relating to the
aforementioned approvals, licenses, permits and allocations.
Specifically, Contractor shall use its reasonable best efforts to
furnish to Owner the following promptly after their receipt by or
issuance from Contractor:
All communications to or from any regulatory authority, national,
foreign or international, which relate to or affect the Space System
or any approvals, licenses, permits or allocations associated
therewith.
F. Owner agrees not to take any action or enter into any agreement or
arrangement with a third party that conflicts with Contractor's rights
and obligations under this Contract, or to act or fail to act in any
manner which would interfere with Contractor's aforementioned
responsibilities.
G. Notwithstanding any other provision in this Contract, Contractor shall
at all times retain full responsibility for, and all control of the
Space System and all components thereof, including but not limited to
the System Control Segment and any other facilities or stations
licensed by the FCC. Furthermore, nothing
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IRIDIUM Operations and Maintenance Contract
contained herein shall be interpreted as requiring Contractor to apply
for or obtain the blanket mobile licenses to operate subscriber units
nor the authorizations necessary to operate gateways in the United
States or any other country. Although Contractor or one of its
subsidiaries may apply to become a gateway operator or service
provider for the United States, such action and the obtaining of
necessary FCC licenses to provide such service, shall be accommodated
via separate agreements with Owner as appropriate.
H. Contractor agrees that, upon request of Owner, if the written opinion
of Contractor's legal counsel concludes that Owner is lawfully
qualified to hold the approvals, permits and licenses to construct,
launch and operate the Space System obtained by Contractor pursuant to
Paragraph A above, Contractor will use its best reasonable efforts to
promptly apply for and obtain appropriate authorization from the FCC
to transfer such approvals, permits and licenses, including any
pending applications therefore, to Owner at no cost to Owner except
for those costs that may result from FCC implementation of an auction
approach to issuing such permits, licenses, or approvals. Neither the
application to transfer nor the issuance of any license to Owner
pursuant thereto shall affect the rights and obligations of the
parties hereto except the obligations of Contractor as provided by
Paragraphs A, B, and C above, which shall also completely transfer to
Owner upon transfer of such approvals, permits and licenses to Owner.
In the event the FCC adopts an auction approach to issuing any of the
permits, licenses or approvals contemplated by this Article,
Contractor and Owner agree to negotiate in good faith a mutually
acceptable arrangement with respect to such auctions.
ARTICLE 16. CROSS WAIVER OF LIABILITY.
A. In the event the U.S. Commercial Space Launch Act of 1984, as amended,
is applicable to the launch of spacecraft, to the extent required
thereunder and by any launch service provider licensed thereunder,
both parties agree to make no claims against the other, the
contractors and subcontractors of the other at any tier (including
suppliers of any kind), the officers, directors, agents, servants, and
employees of the other, or any of them, with respect to injury to or
death of either party's employees involved in, or damage to either
party's property in connection with all licensed activities relating
to launches of space vehicles of the Constellation, except as provided
by ARTICLE 20, INDEMNIFICATION. Both parties further agree to cause
all of their respective contractors and subcontractors at any tier
(including suppliers of any kind) to make no such claims.
B. Both parties hereby waive and shall cause their contractors and
subcontractors at any tier (including suppliers of any kind) to waive
any cause of action in tort against the U.S. government, its agents,
employees, contractors, and subcontractors to the extent required by
the U.S. government, and agree to furnish appropriate waivers and
releases as may be required to implement this
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IRIDIUM Operations and Maintenance Contract
Article in connection with the use of U.S. government launch
facilities, equipment, or required launch support services.
C. In the event Contractor conducts any launch of space vehicles not
subject to the U.S. Commercial Space Launch Act both parties agree to
accede to any waiver of claims as may be required pursuant to
applicable law or as required by any launch service provider.
Contractor agrees to keep Owner informed as to the status of
negotiations with such launch service providers with respect to any
such waiver of claims provisions that are proposed by launch service
providers not subject to the U.S. Commercial Space Launch Act.
Contractor further agrees to use its best reasonable efforts to
negotiate such waiver of claims provisions so that they are not any
broader than the waivers required by the U.S. Commercial Space Launch
Act.
ARTICLE 17. INDEMNIFICATION.
A. Owner shall indemnify and hold harmless Contractor, its directors,
officers, agents, subsidiaries, servants, and employees from any
liabilities, losses and damages including costs, expenses and damages
incurred by Contractor in connection with any and all claims by third
parties caused by or arising out of the development, operation or use
of any part of the Space System after passage of title thereto to
Owner in accordance with ARTICLE 6, TITLE TRANSFER, except any such
third party liabilities, losses and damages that are caused by the
willful misconduct of Contractor. The foregoing indemnification shall
only apply to the extent such liabilities, losses and damages exceed
the amounts paid by Contractor's launch service providers, any
governmental indemnification, and the insurance obtained by Owner as
provided by ARTICLE 18, INSURANCE.
B. CONTRACTOR SHALL NOT BE LIABLE TO OWNER, CUSTOMERS OF OWNERS OR THEIR
CUSTOMERS FOR ANY DAMAGES RESULTING FROM ANY LOSS, DESTRUCTION,
DEGRADATION OR FAILURE OF THE IRIDIUM COMMUNICATIONS SYSTEM OR ITS
SUBSYSTEMS TO OPERATE SATISFACTORILY. Owner agrees to enter into
suitable agreements with its customers to effect the foregoing
limitation of Contractor's liability and agrees to indemnify and hold
harmless Contractor, its directors, officers, agents, subsidiaries,
servants, contractors and employees against the unenforceability of
any such limitation or Owner's customer's failure to secure such
limitation of liability provisions in agreements with their customers.
C. Each party shall indemnify the other for and hold it harmless from any
liability, loss or damage suffered by the other party resulting from
the failure of such party to comply with its obligations under this
Contract to waive or to cause its contractors and subcontractors at
any tier (including suppliers of any kind) to make no claims under
this Contract.
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ARTICLE 18. INSURANCE.
A. Contractor shall procure and maintain during performance of this
Contract Worker's Compensation Insurance covering all employees of
Contractor performing any work hereunder in statutory amounts;
provided however that Contractor may maintain a self-insurance program
in lieu of Worker's Compensation Insurance if authorized and qualified
to do so pursuant to statutory authority.
B. Owner shall procure and maintain during performance of this Contract,
at its sole cost and expense, comprehensive general liability
insurance in an amount no less than $500,000,000 (U.S.) covering
Owner's indemnification obligations under ARTICLE 17, INDEMNIFICATION
on such terms and conditions and with such insurers acceptable to
Contractor, and, which insurance shall name Contractor, its
contractors and subcontractors as additional insureds. Owner shall
furnish Contractor with a waiver of its insurance carrier's rights of
subrogation, and, with respect to the insurance obligations under this
Article, such insurance shall also provide that the insurers shall
give thirty (30) days notice to Contractor prior to the effective date
of cancellation or termination of such insurance. To the extent
insurance is provided for Contractor's benefit by its launch service
provider(s), in connection with any third party liability arising from
provision of the launch services, Contractor agrees to use its best
efforts to add Owner as an additional insured to such insurance and,
in such event, the insurance provided herein will be secondary
coverage to the extent such insurance from Contractor's launch service
provider(s) and any indemnification provided by the U.S. Government,
any other Government, and any launch service provider covers the same
third party liability risks.
ARTICLE 19. EXPORT REGULATIONS.
Neither party shall export, directly or indirectly, any information or
technical data disclosed under this Contract to any individual or country which
the U.S. government at the time of export requires an export license or other
government approval without first obtaining such license or approval. The
parties recognize that Owner may be comprised of individuals or entities for
which Owner must ensure no disclosure of technical data unless and until Owner
obtains appropriate export licenses from the U.S. Government.
ARTICLE 20. DEFAULT BY CONTRACTOR.
A. Owner may, by written notice of default sent by registered letter to
Contractor, terminate this Contract for cause, if Contractor fails to
exert its best efforts as required by ARTICLE 2 to maintain the
quarterly Space System Average Actual Service Provided coverage and
capacity factors as provided by Exhibit A at a level of at least
98.0%, and does not cure such default within a period of one hundred
twenty (120) days (or such longer period as Owner may authorize in
writing) after receipt of notice from Owner specifying such failure.
Such termination for the
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IRIDIUM Operations and Maintenance Contract
default of Contractor shall be deemed effective on the date such
written notice of default is received by Contractor.
B. If this Contract is terminated as provided in this Article, Contractor
shall:
1. Promptly refund to Owner the total quarterly payment paid by
Owner to Contractor for the quarterly period during which
such termination is effective; and,
2. Be paid the applicable quarterly payments earned for all
completed quarterly periods of this Contract prior to the
quarter in which such termination is effective; and,
3. Upon request by Owner and at Owner's expense, protect and
preserve property in the possession of Contractor in which
Owner has an interest; and,
4. Subject to ARTICLE 25, LIMITATION OF LIABILITY, pay to Owner
all reasonable costs to have this Contract completed by
another responsible contractor, to the extent such costs
exceed the total amount which Owner would have had to pay
Contractor for this Contract had Contractor completed the
Contract as required; provided however that Owner enters into
a contract with a responsible contractor to complete the
terminated effort within one (1) year of notification of
termination for default; and,
5. Deliver to Owner all drawings and other technical data
associated with the Space System developed as part of the
performance of the Contract along with appropriate
intellectual property licenses to the intellectual property
embodied in such drawings and other technical data as of the
default date, to use, make and have made such items to the
extent it is permitted to do so by third parties. The
licenses to be granted shall exclude intellectual property
rights associated with all manufacturing process technology,
ISU's, MXU's, Gateways and any terrestrial cellular networks
and components.
6. Be paid by Owner the appropriate amounts for spare spacecraft
in orbit as provided by Section 1 of Paragraph B of ARTICLE
4, CONTRACTOR'S COMPENSATION and, if Owner desires to
purchase any completed or partially completed spacecraft,
Owner will pay Contractor the amounts provided by Sections 2
and 3, as applicable, of Paragraph B of ARTICLE 4; provided
that the amounts payable by Owner to Contractor herein shall
be reduced by the amount, if any, by which the total payments
made by Owner to Contractor under Paragraph B.2 above exceed
the total value of the spare spacecraft launched prior to the
effective termination date--the total value of spare
spacecraft shall be computed by multiplying the total number
of spare spacecraft launched prior to or during the five year
period of this contract by $46,000,000.
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7. If Seller has not transferred the approvals, permits and
licenses as provided in Paragraph H of ARTICLE 15, PERMITS
AND LICENSES, the Seller will continue to operate the System
Control Segment Facilities, if completed, (but, not to
replace space vehicles in the Constellation or upgrade the
hardware or software of the System Control Segment) to permit
Buyer time to obtain a successor operator for a period not to
exceed thirty (30) days at no cost to Buyer. Buyer and Seller
may agree to extend this thirty day period at a price and on
such terms as are mutually acceptable to the parties.
C. THE REMEDIES SET FORTH IN THIS ARTICLE SHALL BE SOLE RECOURSE TO WHICH
OWNER IS ENTITLED IN THE EVENT OF CONTRACTOR'S DEFAULT (I.E. BREACH),
AND CONTRACTOR SHALL HAVE NO LIABILITY FOR SPECIAL, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS OR LOST
REVENUES.
D. If, after Owner's issuance of a notice of default under the provisions
of this Article, it is determined for any reason that the Contractor
was not in default under the provisions of this Article, or that the
delay was excusable under the provisions of the ARTICLE 8, EXCUSABLE
DELAYS, the rights and obligations of the parties shall be the same as
if Owner defaulted in performance of its obligations under this
Contract as provided by ARTICLE 21, DEFAULT BY OWNER.
ARTICLE 21. DEFAULT BY OWNER.
A. In the event Owner fails to perform any obligation which it is
required to perform pursuant to this Contract, including without
limitation, Owner's failure to make timely payments as required by
this Contract, Contractor may, if such failure is not corrected by
Owner within thirty (30) days after notice of such failure is given by
Contractor, (five (5) days in the case of Owner's failure to make
timely payments), stop work on this Contract and consider this
Contract to be terminated for cause due to the default of Owner. If
this Contract is terminated pursuant to this Article, Owner shall:
1. immediately pay to Contractor to the extent it had not
already done so, all payments for all quarterly periods
completed prior to the quarterly period during which such
default by Owner occurs; and,
2. immediately pay to Contractor the full payment for the
quarterly period during which such default by Owner occurs;
and,
3. pay to Contractor within thirty (30) days after receipt of
Contractor's invoice, the full amount of the anticipated and
reasonable profits Contractor could have earned had it been
permitted to complete this Contract; and,
4. immediately pay to Contractor the appropriate amount for
spare spacecrafts as specified in Sections 1, 2 and 3 of
Paragraph B of ARTICLE 4, CONTRACTOR'S COMPENSATION; and,
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5. return to Contractor all documentation and technical data
previously delivered to Owner by Contractor; and,
6. assign to Contractor of any and all licences of Owner to use
IRIDIUM frequency allocations in all countries worldwide to
the fullest extent permitted by law.
B. THE REMEDIES SET FORTH IN THIS ARTICLE SHALL BE THE SOLE RECOURSE TO
WHICH CONTRACTOR IS ENTITLED IN THE EVENT OF OWNER'S DEFAULT, AND,
EXCEPT AS PROVIDED ABOVE, OWNER SHALL HAVE NO LIABILITY FOR SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS OR
LOST REVENUES.
ARTICLE 22. EXTENSION TO CONTRACT.
Contractor agrees to enter into negotiations with Owner, upon Owner's request,
to extend the five (5) year period of this contract subject to mutual agreement
on all terms and conditions of such extension. Unless such negotiations
commence earlier, Contractor intends to submit a proposal for such extension to
Owner no later than the beginning of the third year of the five year period of
this contract.
ARTICLE 23. TERMINATION OF SPACE SYSTEM CONTRACT.
Upon termination of the Space System Contract for whatever reason, this
Operations and Maintenance Contract shall also immediately terminate thereby
releasing both parties from any further obligations hereunder except for
Owner's obligation to pay Contractor for spare space vehicles as provided in
Paragraph B of ARTICLE 4 herein.
ARTICLE 24. NEXT GENERATION SPACE SYSTEM.
The parties may negotiate a separate contract for the production of the next
generation of the Space System providing for increased capability of the entire
IRIDIUM Communications System. In the event such contract results in the
launching of space vehicles to create the updated space system prior to the
expiration of this Contract, the parties may agree to modify or terminate this
Contract on such mutually acceptable terms and conditions as they may agree at
that time.
ARTICLE 25. LIMITATION OF LIABILITY.
A. IN NO EVENT SHALL CONTRACTOR BE LIABLE, WHETHER IN CONTRACT,
TORT OR OTHERWISE, FOR SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFIT OR
REVENUES.
B. FURTHERMORE, IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL
CONTRACTOR BE LIABLE TO OWNER IN AN AMOUNT IN EXCESS OF ONE HUNDRED
MILLION DOLLARS ($100,000,000 (U.S.)) FOR ANY AND ALL COSTS, DAMAGES,
CLAIMS OR LOSSES WHATSOEVER ARISING OUT OF
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OR RELATED TO THIS CONTRACT OR ANY OTHER CONTRACT REFERRED TO IN
ARTICLE 29 HEREOF OR EXECUTED BETWEEN OWNER AND CONTRACTOR IN
CONNECTION WITH THE IRIDIUM COMMUNICATIONS SYSTEM, OR ANY PROVISION
HEREUNDER OR THEREUNDER, WHETHER PURSUED AS A BREACH OR DEFAULT OF THE
CONTRACT OR AS A TORT OR OTHER CAUSE OF ACTION AND WHETHER ACCRUING
BEFORE OR AFTER COMPLETION OF ALL THE WORK REQUIRED UNDER THE
CONTRACT.
ARTICLE 26. DISCLOSURE AND USE OF INFORMATION BY THE PARTIES.
A. "Proprietary Information" is defined as information which the
disclosing party at the time of disclosure identifies in writing as
Proprietary Information by means of a proprietary legend, marking,
stamp or other positive written notice identifying the information to
be proprietary. In order for information disclosed orally or visually
by a party to this Contract to be Proprietary Information protected
hereunder, the disclosing party shall identify the information as
proprietary at the time of the disclosure and, within thirty (30) days
after such oral or visual disclosure, reduce the subject matter of the
disclosure to writing, properly stamped with the proprietary legend,
marking, stamp or other positive written notice and submit it to the
receiving party.
B. Except as may be specifically provided otherwise in this Contract,
Proprietary Information of Contractor disclosed hereunder to Owner may
only be used by Owner for monitoring the progress of the performance
of this Contract by Contractor.
C. Except as may be specifically provided otherwise in this Contract,
Proprietary Information of Owner disclosed hereunder to Contractor may
only be used by Contractor in performance of the work specified in
this Contract.
D. It is agreed that for a period of ten (10) years following the receipt
of Proprietary Information, the receiving party will use such
information only for the purpose(s) provided in Paragraphs B and C
above as applicable and shall take reasonable efforts to preserve in
confidence such Proprietary Information and prevent disclosure thereof
to third parties. Each of the parties agree that it will use the same
reasonable efforts to protect the other's Proprietary Information as
are used to protect its own but will at least use reasonable care.
Disclosures of such information shall be restricted to those
individuals directly participating in the efforts provided in
Paragraphs B and C above who have a need to know such information,
and, who have been made aware of and consent to abide by the
restrictions contained herein concerning the use of such information.
E. The obligation to protect Proprietary Information, and the liability
for unauthorized disclosure or use of Proprietary Information, shall
not apply with respect to such information which is now available or
becomes available to the public without breach of this Contract;
information lawfully received without
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restrictions from other sources; information known to the receiving
party prior to disclosure not subject to a separate non-disclosure
obligation; information published or disclosed by the disclosing party
to others, without restriction; information developed by the receiving
party independent of and without use of the information disclosed by
the disclosing party; or, information for which further use or
disclosure by the recipient is authorized in writing by the disclosing
party.
ARTICLE 27. PUBLIC RELEASE OF INFORMATION.
Except as otherwise provided by ARTICLE 26, DISCLOSURE AND USE OF INFORMATION
BY THE PARTIES, during the term of this Contract, either party, its affiliates,
subcontractors, employees, agents and consultants may release items of
publicity of any kind, including, without limitation, news releases, articles,
brochures, advertisements, prepared speeches, external company reports or other
information releases, related to the work performed hereunder, including the
denial or confirmation thereof. Each party shall provide a copy of such
publicity items to the other and shall endeavor to provide such copies prior to
their actual release to the public. Notwithstanding the foregoing, however,
neither party may disclose the specific terms and conditions of this Contract
without the prior approval of the other party except such disclosures required
by law, or information required to be disclosed to any persons involved in
insuring risks hereunder. Notwithstanding the foregoing, however, neither party
may disclose the specific terms and conditions of the Contract without the
prior approval of the other party except for such disclosures required by law
or as a part of the Private Placement Memorandum issuance.
ARTICLE 28. ASSIGNMENT.
Neither party shall assign or delegate this Contract or any of its rights,
duties, or obligations thereunder to any other person without the prior express
written approval of the other party except that Owner agrees that Contractor
may assign this Contract to any subsidiary or successor corporation of
Contractor. Nothing contained in this Article shall restrict Contractor from
subcontracting work or procuring parts/materials or services in the ordinary
course of performance of this Contract; nor shall it restrict Owner from
assigning any right, title or interest it may have in any items delivered by
Contractor hereunder, solely to secure financing for the IRIDIUM Communications
System.
ARTICLE 29. RELATIONSHIP WITH OTHER AGREEMENTS.
The following agreements executed simultaneously or after this Contract relate
to the effort described herein. The rights and responsibilities of the parties
within each of these related agreements is set forth within each such separate
and independent agreement.
A. SPACE SYSTEM CONTRACT: The IRIDIUM Space System Contract covers the
design, development, and construction of the IRIDIUM Space System
including the deployment and activation of all space vehicles of the
Constellation, and, the
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IRIDIUM Operations and Maintenance Contract
construction and activation of the Master and Backup Control
Facilities and the TTAC's of the System Control Segment. This
Operations and Maintenance Contract is intended to cover the effort
required to operate the System Control Segment Facilities and
interface with the remainder of the complete IRIDIUM Communciations
System, and, commence replenishment of space vehicles of the
Constellation of the IRIDIUM Space System Contract. Subject to Owner's
obligation to pay Contractor for spare spacecraft as provided by
Xxxxxxxx 0, 0, xxx 0 xx Xxxxxxxxx X of ARTICLE 4, CONTRACTOR'S
COMPENSATION., in the event the IRIDIUM Space System Contract is
terminated for whatever reason, this Operations and Maintenance
Contract shall also terminate. Neither this Contract nor the Space
System Contract include the development, sale, operation or
maintenance of the Gateways of the IRIDIUM Communications System.
B. ENGINEERING ASSISTANCE AGREEMENT: This contract is intended to
provide engineering assistance and other services by Contractor to
Owner in excess of the scope of the Space Segment Procurement Contract
and this Operation and Maintenance Contract. Such services could
include the system engineering design assistance in evaluating the
utility of an enhanced design for the second or replacement Space
System.
ARTICLE 30. NOTICES.
All correspondence, including notices, reports and documentation deliverables,
to be provided to Owner or Contractor under this Contract shall be sent to
Owner or Contractor as follows:
Owner: Iridium LLC Contractor: Motorola, Inc.
Address: 0000 X Xxxxxx XX, Xxxxxxx: 0000 X. Xxxxx Xx.
Xxxxx 000 Xxxxxxxx, XX 00000
Xxxxxxxxxx, X.X. 00000
Attn: Xxxxxx X. Call Attn: Xxxxxx X. Xxxxxx
Director, Commercial Director, Contractual
Relations Alliances Satellite
Communications
M/D G1214
Phone: (000) 000-0000 Phone: (000) 000-0000
FAX: (000) 000-0000 FAX: (000) 000-0000
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ARTICLE 31. AUTHORIZED REPRESENTATIVES.
The only representatives of Owner and Contractor authorized to make changes to
this Contract and to sign contractual documents are:
Owner: Contractor:
Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx
F. Xxxxxx Xxxxxx Xxxx Xxxxxxxx
Xxxx Xxxxxx
Either party may change its aforementioned representatives at any time by
providing written notice to the other party.
ARTICLE 32. EXHIBITS.
The following Exhibits are attached hereto and hereby incorporated as part of
this Contract by reference as if fully set forth within this Contract:
Exhibit A - Statement of Work
ARTICLE 33. ORDER OF PRECEDENCE.
In the event of any inconsistency among or between the parts of this Contract,
such inconsistency shall be resolved by giving precedence in the order of the
parts as set forth below:
1. Contract Articles
2. Space Systems Operations Plan
3. Exhibit A, Statement of Work
ARTICLE 34. APPLICABLE LAW.
This Contract and any dispute arising under or in connection with this
Contract, including any action in tort, shall be construed in accordance with
and governed by the laws of the State of Arizona except for its choice of laws
rules. Venue for any dispute not resolved by the parties shall be in Arizona.
Contractor and Owner will attempt to settle any claim or controversy arising
out of it through consultation and negotiation in good faith and a spirit of
mutual cooperation. If those attempts fail, then the dispute will be mediated
by a mutually-acceptable mediator to be chosen by Contractor and Owner within
forty-five (45) days after written notice by one of us demanding mediation.
Neither party may unreasonably withhold consent to the selection of a mediator,
and Contractor and Owner will share the costs of the mediation equally. By
mutual agreement, however, the parties may postpone mediation until they have
each completed some specified but limited discovery about the dispute. The
parties
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IRIDIUM Operations and Maintenance Contract
may also agree to replace mediation with some other form of alternative dispute
resolution (ADR), such as neutral fact-finding or a minitrial.
Any dispute which is not resolved by the parties through negotiation, mediation
or other form of ADR within six (6) months of the date of the initial demand
for it by either party, may then be submitted to the courts within Arizona for
resolution. The use of any ADR procedures will not be construed under the
doctrines of laches, waiver or estoppel to affect adversely the rights of
either party. And nothing in this section will prevent either party from
resorting to judicial proceedings if (a) good faith efforts to resolve the
dispute under these procedures have been unsuccessful or (b) interim relief
from a court is necessary to prevent serious and irreparable injury to one
party or to others.
ARTICLE 35. ENTIRE AGREEMENT.
This Contract constitutes the entire agreement between the parties and
supersedes all prior understandings, commitments, and representations with
respect to the subject matter. This contract may not be amended or modified,
except as provided by ARTICLE 7, CHANGES; nor may it be terminated except as
provided by articles 20 or 21; and none of its provisions may be waived, except
by a writing signed by an authorized representative of the party against which
waiver is sought to be enforced. The paragraph headings herein shall not be
considered in interpreting the text of this Contract. In the event any part of
this Contract is declared legally invalid or unenforceable by an authorized
judicial body, such part of this Contract shall be ineffective to the extent of
such invalidity or unenforceability and shall not affect the remaining
provisions of this Contract unless such declaration affects ARTICLE 17,
INDEMNIFICATION, or ARTICLE 25, LIMITATION OF LIABILITY. In such case, this
Contract shall be declared terminated as of the date of such judicial decision
and the parties shall have the following rights and responsibilities:
A. To the extent it had not done so, Owner shall pay Contractor the total
amount of applicable quarterly payments for all complete calendar
quarters prior to such termination; and,
B. To the extent it had not done so, Owner shall pay Contractor a
percentage of the quarterly payment for the calendar quarter in which
such termination occurs. The percentage of such payment payable by
Owner shall equal the percentage derived by dividing the total number
of days of such calendar quarter up to and including the termination
day, by the total number of calendar days of the quarter; and,
C. Subject to Owner making immediate payments of A and B above,
Contractor shall continue to operate the System Control Segment
Facilities (but not to replace space vehicles in the constellation or
upgrade the hardware or software of the System Control Segment) to
permit Owner time to obtain a successor operator for a period not to
exceed thirty (30) days at no cost to Owner.
ARTICLE 36. EFFECTIVE DATE.
The term Effective Date of this Contract (EDC), as used in this Contract shall
mean the 29th day of July, 1993.
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IRIDIUM Operations and Maintenance Contract
IN WITNESS WHEREOF, the parties hereto have executed this Contract consisting
of this and the preceding 28 pages and the Exhibit referenced therein.
Motorola, Inc. Iridium LLC
By: /s/ XXXXX XXXXXXXX By: /s/ XXXXXXX X. XXXXX
-------------------------------------------------------------------------------
Name: Xxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxx
-------------------------------------------------------------------------------
Title: Corporate Vice President Title: President and Chief Operating
and General Manager Officer
-------------------------------------------------------------------------------
Date: Date:
-------------------------------------------------------------------------------
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IRIDIUM Operations and Maintenance Contract
EXHIBIT A
STATEMENT OF WORK
1.0 Contractor is responsible to operate or direct the operation of the
IRIDIUM Communication System. This responsibility includes
functionally operating the System Control Segment (SCS) facilities in
accordance with the Space System Operations Plan by providing adequate
qualified personnel on a 24 hour-a-day basis in the Master Control
Facility and adequate personnel for the Backup Control Facility;
maintaining and updating the Space System Operations Plan as changes
are made in the network; and, resolving failures in the network by
modifying the call routing instructions, updating/debugging software,
replacing degraded satellites of the Constellation, and similar
activities. The AASP measurements shall be made by Contractor using
special test equipment provided by the Contractor. The special test
equipment shall provide the necessary signal format and calibrated RF
signal measurement capability.
2.0 The AASP provides two separate measures of the network performance
provided to a hypothetical subscriber randomly located anywhere on the
earth's surface. The AASP data and related calculations include
separate calculations of factors related to the coverage provided to
the subscriber by the Space System L-Band equipment as well as factors
related to the Space System's capability to meet the capacity
requirements of this contract. Contractor's interpretation of such
data and measurements shall be conclusive for purposes of the
computation of the AASP percentages under this Contract absent
manifest error, gross negligence or fraud. The AASP percentages shall
be computed on a quarterly basis concurrent with the quarterly periods
specified in ARTICLE 4 of the Contract using the following formulae:
X = (A-B)/A
Y = (A-C)/A
X = Coverage factor during the evaluation period.
Y = Capacity factor during the evaluation period.
A = The total number of seconds in the period. This will be determined
by multiplying 60 seconds per minute times 60 minutes per hour times
24 hours per day (86,400 seconds) times number of days in the period.
B = a factor that is intended to determine the capability of the Space
System to provide a L-Band link to a user within specified tolerances
for the period of performance. B is calculated as described in
Paragraph 2.1.
C = a factor that is intended to determine the capability of the Space
System to meet the specified system capacities based on the equipment
downtimes of the individual space vehicle crosslinks, the space
vehicle gateway/SCS links, and the space vehicle channel capacity. C
is calculated as described in Paragraph 2.3.
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IRIDIUM Operations and Maintenance Contract
EXHIBIT A
STATEMENT OF WORK
2.1 CALCULATION OF "B" FACTOR:
Procedure:
1) From telemetry, built-in-test results, or periodic monitoring
determine the individual space vehicle antenna beams with suspected
degraded performance and the time that the degraded performance was
initially detected. Each antenna beam cluster shall be monitored for
degradation a minimum of once per day.
2) Verify and quantify the extent of degradation of each antenna beam
identified in step 1) using a calibrated test set. The downlink
degradation shall be measured in terms of Power Flux Density (PFD)
while uplink is measured in terms of Bit Error Rate (BER) for the
nominal subscriber link per Table 2-1. The BER calculation shall be
made on a frame by frame basis and averaged over an antenna beam
pattern and power level. BER and PFD data will be recorded by
satellite and individual beam pattern to enable AASP calculations. The
percent degradation used in the AASP calculation for each antenna beam
shall be as shown in Table 2.1.
TABLE 2.1
DEGRADATION LEVELS FOR USE IN CALCULATING "B"
DOWNLINK DEGRADATION
------------------------------------------------------------------------------------------------
PFD Percent
Performance Level dbW/sq meter Degradation
------------------------------------------------------------------------------------------------
* * *
------------------------------------------------------------------------------------------------
Test Conditions:
*
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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IRIDIUM Operations and Maintenance Contract
EXHIBIT A
STATEMENT OF WORK
Uplink Degradation
---------------------------------------------------------------------------------------------------
EIRP Percent
Performance Level dbW Degradation
---------------------------------------------------------------------------------------------------
* * *
---------------------------------------------------------------------------------------------------
Test Conditions:
*
3) The degradation percentage for each individual antenna beam is
determined by averaging the uplink and downlink degradation
percentages.
4) Using an astro-dynamics orbital model calculate the number of
seconds that a hypothetical user at * degrees latitude is covered by
each degraded antenna beam. The individual antenna beam coverage
patterns to be used in this calculation shall be defined in the model
defined by Contractor and presented at the Space System Critical
Design Review.
The resulting coverage seconds for each degraded antenna beam shall be
determined by a weighted average of the resulting data points. The
weighted average shall be calculated using the equation shown below.
*
(Note: If the system operator has adjacent beams available to
partially cover the degraded coverage area and reconfigures the system
accordingly this will reduce the degrade coverage seconds beginning at
the time the reconfiguration takes place.)
5) Each of the coverage seconds for each antenna beam in the
constellation are then summed together weighted by the percentage
degradations calculated in step 4 to determine the total degraded
coverage seconds to be used in the calculation of the coverage factor
(X). The degraded coverage seconds calculated in this step are equal
to "B".
2.2 (NOT USED)
----------------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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IRIDIUM Operations and Maintenance Contract
EXHIBIT A
STATEMENT OF WORK
2.3 CALCULATION OF "C" FACTOR:
1) Channel Capacity Degradation: Using a model defined by Contractor
and presented at the Space System Critical Design Review calculate the
capability of each of the antenna beams on each space vehicle in the
operational constellation to support the Voice Subscriber Capacity per
Beam Pattern specified in Paragraph 3.3-2 of the Statement of Work of
the Space System Contract. (The Space System shall provide a maximum
of * concurrent L-Band full duplex traffic channels in a single beam
pattern.) This calculation shall be performed upon the detection of
any failures that affect the capability to support the specified
capacity. The failures that affect individual space vehicle antenna
beam capacity include switching failures, modem failures, processor
failures, etc. A complete listing of the applicable failures, method
of detection, and model description has been provided at the Space
Segment Critical Design Review under the Space System Contract.
Calculate the percentage degradation to be used in the capacity factor
(Y) calculations for each antenna beam based on the calculated voice
subscriber capacity per beam as shown in Table 2.3.1
TABLE 2.3.1
VOICE SUBSCRIBER CAPACITY PER BEAM DEGRADATION PERCENTAGES
----------------------------------------------------------------------------------
Voice Subscriber Capacity Degradation Percentage Used
per Beam in AASP Calculation
----------------------------------------------------------------------------------
*
*
----------------------------------------------------------------------------------
2) Using an astro-dynamics orbital model calculate the number of
seconds that a hypothetical user at * degrees latitude is covered by
each antenna beam with degraded capacity. The individual antenna beam
coverage patterns to be used in this calculation shall be defined in
the model defined by Contractor and presented at the Space System
Critical Design Review. The resulting coverage seconds for each
degraded antenna beam shall be determined by a weighted
----------------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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IRIDIUM Operations and Maintenance Contract
EXHIBIT A
STATEMENT OF WORK
average of the resulting data points. The weighted average shall be
calculated using the equation shown below.
*
(Note: If the system operator has adjacent beams available to
partially cover the degraded coverage area and reconfigures the system
accordingly this will reduce the degraded coverage seconds beginning
at the time the reconfiguration takes place.)
3) Each of the coverage seconds for each antenna beam in the
constellation are then summed together weighted by the percentage
degradations calculated in step 1) to determine the total degraded
coverage to be used in the calculation of the capacity factor (Y). The
degraded coverage seconds for each antenna beam cannot exceed 100% of
the total coverage seconds for that beam. For example if the beam has
totally failed the coverage as calculated in Paragraph 2.1, no
additional degradation is taken for beam capacity for that beam.
4) Crosslink Degradation: Identify critical failures in the space
vehicle crosslink subsystems and the time duration of the critical
failure. (Note: a critical failure is one that causes the associated
crosslink to become non-operational) Calculate the percentage
degradation for each space vehicle based on the percentages shown in
Table 2.3.2.
----------------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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IRIDIUM Operations and Maintenance Contract
EXHIBIT A
STATEMENT OF WORK
Table 2.3.2
Crosslink Degradation Percentages
--------------------------------------------------------------------------------------------------
No. of In-plane No. of Cross- Percent
SV Plane Crosslink failures plane Crosslink Degradation
failures
--------------------------------------------------------------------------------------------------
* * * *
--------------------------------------------------------------------------------------------------
5) Gateway/SCS Link Degradation: Identify critical failures in the
space vehicle gateway subsystems and the time duration of the critical
failure. (Note: a critical failure is one that causes the associated
Gateway/SCS link to become non-operational) Calculate the percentage
degradation for each space vehicle based on the percentages shown in
Table 2.3.3.
TABLE 2.3.3
GATEWAY/SCS DEGRADATION PERCENTAGES
-----------------------------------------------------------------------------
No. of Gateway Percent Degradation
Failures
-----------------------------------------------------------------------------
* *
-----------------------------------------------------------------------------
6) Total SV K-Band Link Degradation: For each space vehicle the
percent total degradation for crosslinks and Gateway/SCS failures will
then be calculated by summing the individual degradations determined
in steps 4) and 5). If the sum exceeds 100%, it will be deemed to be
100%.
----------------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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IRIDIUM Operations and Maintenance Contract
EXHIBIT A
STATEMENT OF WORK
7) Using an astro-dynamics orbital model calculate the number of
seconds that a hypothetical user at * degrees latitude is covered by
each space vehicle with failed K-Band links. The individual space
vehicle coverage patterns to be used in this calculation shall be
defined in the model defined by Contractor and presented at the Space
System Critical Design Review. The resulting coverage seconds for each
degraded space vehicle shall be determined by a weighted average of
the resulting data points. The weighted average shall be calculated
using the equation shown below.
*
(Note: If the system operator has adjacent beams available to
partially cover the degraded coverage area and reconfigures the system
accordingly this will reduce the degraded coverage seconds beginning
at the time the reconfiguration takes place.)
8) Each of the coverage seconds for each degraded space vehicle are
then summed together weighted by the percentage degradations
calculated in step 7) to determine the total degraded coverage seconds
for K-Band link failures to be used in the calculation of the capacity
factor (Y).
9) The total degraded coverage seconds is the sum of the degraded
coverage seconds calculated in steps 3) and 8). The degraded coverage
seconds calculated in this step are equal to "C".
2.4 The following examples illustrate the application of the formulas in
this section to five (5) hypothetical factual situations.
2.4.1 Example 1 (AASP Coverage Factor Example)
*
2.4.2 Example 2 (AASP Coverage Factor Example)
*
----------------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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IRIDIUM Operations and Maintenance Contract
EXHIBIT A
STATEMENT OF WORK
2.4.3 Example 3 (AASP Capacity Factor Example)
*
2.4.4 Example 4 (AASP Capacity Factor Example)
*
2.4.5 Example 5 (AASP Coverage and Capacity Factors Example)
*
----------------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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IRIDIUM Operations and Maintenance Contract
EXHIBIT A
STATEMENT OF WORK
*
----------------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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IRIDIUM Operations and Maintenance Contract
EXHIBIT A
STATEMENT OF WORK
*
----------------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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