1
Exhibit 10.6
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement ("Agreement") is entered into as of
June 9, 1999 ("Effective Date") between QUALCOMM International Wireless
Technology Incorporated ("QIWTI"), a Delaware corporation, with its principle
office located at 0000 Xxxx Xxxxxxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000-0000, and
Space Systems International Corporation, ("Independent Contractor"), a Delaware
corporation, with its principle office located at 00000 X. Xxxxxxxx Xxxxx, Xxxxx
000, Xxx Xxxxx, Xxxxxxxxxx 00000-0000 with regard to the following facts:
A. WHEREAS, QUALCOMM and the Globalstar Limited Partnership, a Delaware
limited partnership ("Globalstar") have entered into an agreement to
develop and deploy the ground segment for a worldwide satellite-based
wireless telecommunications services system ("Globalstar System"), and
pursuant to such agreement, QUALCOMM has agreed to develop and
construct the Gateways which will link the Globalstar System to the
telecommunication systems of various Service Providers located around
the world ("Gateway Sites"), and to procure and integrate into the
Globalstar System, the RF subsystem equipment and services and the GSM
MSC equipment and services.
B. WHEREAS, QUALCOMM has assigned certain services to QUALCOMM
International Wireless Technology, Incorporated ("QIWTI"). WHEREAS
QIWTI reserves the right to further assign this Subcontract to a QIWTI
affiliate upon written notice to Subcontractor;
C. WHEREAS QIWTI desires to retain Independent Contractor to perform
Logistics Management Services in Russia ("Services") as described in
Exhibit A;
D. WHEREAS Independent Contractor desires to perform such Services for
QIWTI; and
E. WHEREAS QIWTI has relied, and is relying, upon Independent
Contractor's stated expertise and experience in performing the
Services as described in Exhibit A.
In consideration of the promises and mutual covenants hereinafter set forth,
QIWTI and Independent Contractor hereby agree as follows:
1. Services
Independent Contractor shall perform Services described in Exhibit A.
The Services shall be performed with promptness and diligence in a
thorough, workmanlike manner to the satisfaction of QIWTI.
-1-
2
2. Compensation.
a. Payment. QIWTI shall compensate Independent Contractor for
the Services satisfactorily performed by Independent
Contractor and accepted by QIWTI in accordance with Exhibit
B; provided, however, that QIWTI total payments to
Independent Contractor under this Agreement shall not exceed
THIRTY SEVEN THOUSAND FOUR HUNDRED FORTY AND NO/100 DOLLARS
($37,440.00) unless QIWTI so agrees in writing. Independent
Contractor must advise QIWTI's Subcontracts Manager in
writing upon reaching seventy-five percent (75%) expenditure.
Should Independent Contractor exceed the not-to-exceed value
of this Agreement without QIWTI's prior written
authorization, all such exceeded costs will be borne at
Independent Contractor's sole expense.
b. Invoices. Independent Contractor shall submit invoices to
QIWTI on the 1st and the 15th of each month, and such
invoices will be paid by QIWTI within 30 days of receipt of
invoice. Invoices shall clearly state the number of hours
worked by Independent Contractor and work performed for that
period. Independent Contractor shall provide invoice back-up
as reasonably requested by QIWTI to justify costs invoiced.
3. Confidentiality.
a. Use of Confidential Information Received. QIWTI may from time
to time communicate to Independent Contractor, or Independent
Contractor may otherwise gain access to, certain confidential
business and/or technical information with respect to QIWTI's
operations, business plans and/or intellectual property or
QIWTI's customer's information (the "Information").
Independent Contractor shall treat all Information as
confidential, whether or not so identified, and shall not
disclose, or permit the disclosure of, any Information
without the prior written consent of QIWTI. Independent
Contractor shall limit the use and disclosure of the
Information within its organization to the extent necessary
to perform the Services and by agreement, instruction or
otherwise, Independent Contractor shall ensure that any of
its employees or others to whom it gives access to the
Information under the terms of this Agreement shall strictly
comply with the obligations of confidentiality set forth in
this Paragraph 3. The foregoing obligations of this Paragraph
3 shall not apply to any Information which has been or is
through no fault of Independent Contractor hereafter
disclosed in publicly available sources of information. The
terms of this Agreement are in addition to the terms of any
nondisclosure agreement currently in effect between QIWTI and
Independent Contractor, and in the event of any inconsistency
-2-
3
between the terms of such agreements, those terms which are
most protective of the Information shall prevail.
b. Confidentiality of Work Product. Independent Contractor shall
not disclose to any party, including but not limited to any
subcontractor, without the prior written consent of QIWTI any
of (i) Independent Contractor's works of authorship,
discoveries, inventions and innovations resulting from the
Services, (ii) any proposals, research, records, reports,
recommendations, manuals, findings, evaluations, forms,
reviews, information, data, computer programs and software
originated or prepared by Independent Contractor for or in
the performance of the Services (the items listed in clauses
(i) and (ii) above being hereinafter referred to collectively
and severally as "Work Product") or (iii) the existence or
the subject matter of this Agreement.
4. Proprietary Rights.
a. Rights to Information. Independent Contractor acknowledges
and agrees that all Information shall remain the property of
QIWTI or QIWTI's customer as applicable, and no license,
express or implied, to use any of QIWTI's intellectual
property is granted under this Agreement, except as
specifically required to perform the Services.
b. Works Made for Hire. Independent Contractor and QIWTI agree
that any Work Product which is a work of authorship,
including but not limited to any computer program or
software, is a "work made for hire" within the meaning of 00
Xxxxxx Xxxxxx Code Section 101 in that it is a work that has
been specially ordered or commissioned by QIWTI for use as a
contribution to a collective work, as part of an audiovisual
work, as a translation, as a supplementary work, as a
compilation and/or as an instructional text.
c. Assignment of Work Product. All Work Product shall be promptly
communicated to QIWTI. As additional consideration for the
compensation to be paid to Independent Contractor under this
Agreement, Independent Contractor hereby assigns to QIWTI all
of Independent Contractor's rights, title and interest in and
to all Work Product, and to any and all intellectual property
rights, including but not limited to, patents, copyrights or
trademarks which have been or may be obtained with respect to
such Work Product, effective immediately upon origination,
creation, preparation or discovery thereof and regardless of
the medium of expression thereof. Independent Contractor
shall communicate to QIWTI or its representatives all facts
known to it respecting such Work Product. Further, whenever
requested, Independent Contractor immediately shall execute a
confirmatory assignment of any particular items(s) of Work
Product in a form satisfactory to QIWTI, shall testify in all
legal proceedings, sign all lawful papers and otherwise
perform all acts necessary or appropriate to enable QIWTI and
its successors and assigns to obtain and enforce
-3-
4
all available legal protections for all such Work Product in
all countries, for which QIWTI will reimburse Independent
Contractor's reasonable out-of pocket expenses. All Work
Product shall become the exclusive property of QIWTI, and
Independent Contractor shall be deemed to have assigned and
relinquished all rights, title and interest in and to such
Work Product by virtue of this Section 4(c).
d. Representations, and Warranties Regarding Intellectual
Property Rights. Independent Contractor represents and
warrants that performance and provision of the Services
and/or furnishing of Work Product will not violate the
intellectual property rights of any third party, that
Independent Contractor has not transferred or assigned to any
third party any intellectual property rights in the Services
or Work Product, and that Independent Contractor has the
unencumbered right to perform the Services and to assign Work
Product to QIWTI.
5. Communications.
This Agreement and all documents or correspondence exchanged between
the Parties hereunder shall be in the English language. All
contractual and technical matters concerning this Agreement shall only
be directed to QIWTI. Independent Contractor shall not contact
representatives of Globalstar, any Service Provider or other third
party either directly or indirectly, without prior written
authorization from QIWTI's Program Manager.
6. Term and Termination.
a. TERM. The Term of this Agreement shall begin as of the
Effective Date and shall remain effect for one (1) year from
Effective Date. All Services rendered during the Term shall
be subject to the terms and conditions of this Agreement.
b. TERMINATION FOR CONVENIENCE. QIWTI may terminate this
Agreement for any reason and at any time, effective upon
delivery of five (5) business days prior written notice
thereof ("Termination Notice") to Independent Contractor.
Upon any such termination, Independent Contractor's sole and
exclusive remedy shall be payment by QIWTI to Independent
Contractor for Services accepted by QIWTI to the termination
date based on Independent Contractor's pricing in Exhibit A.
c. TERMINATION FOR DEFAULT. QIWTI may terminate this Agreement
upon five (5) business days prior written notice to
Independent Contractor, if Independent Contractor fails to
make adequate progress to timely complete the Services.
Independent Contractor or QIWTI may terminate this Agreement
upon thirty (30) business days written notice to the other
party if
-4-
5
(a) the other party files or has filed against it any
proceeding in bankruptcy or insolvency; or, (b) makes a
general assignment for the benefit of creditors; or, (c) any
other material breach of this Agreement.
Independent Contractor shall be entitled to payment for work
accepted by QIWTI and not considered related to the
termination or basis of the default. Notwithstanding, in the
event of any such termination, in whole or in part, QIWTI may
choose to complete the Services, or retain the services of a
Third Party to complete the Services, and Independent
Contractor shall be liable to QIWTI for all reasonable
additional costs incurred by QIWTI arising from, or related
to the completion of those unsatisfactory Services. QIWTI
will reconcile amounts due to each Party, as applicable, and
all such amounts to be paid in full by the appropriate Party
within thirty (30) days of receipt of said reconciliation and
an invoice.
d. RIGHTS UPON TERMINATION. Any and all Services to be performed
pursuant to this Agreement shall cease immediately upon any
termination of this Agreement in accordance with this
Agreement. Independent Contractor shall mitigate its damages
upon receipt of any Termination Notice. In addition, upon
termination or expiration of the Agreement, Independent
Contractor shall return to QIWTI, or destroy and provide
written certification of its destruction to QIWTI, all
proprietary and confidential Information.
7. Written Assurance. Independent Contractor hereby expressly
acknowledges that any products and/or technical data received from
QIWTI, or any products directly derived from any such technical data,
may be subject to U.S. export and re-export controls, and Independent
Contractor hereby gives its assurance to QIWTI that it will not
knowingly, unless prior written authorization is obtained from QIWTI
and the U.S. Commerce Department, export, re-export or otherwise
disclose, directly or indirectly, any such product or technical data
to any of the following countries (as such list of countries may be
amended from time to time by the U.S. Department of Commerce and/or
the U.S. Treasury Department):
Albania Libya
Armenia Lithuania
Azerbaijan Moldova
Belarus Mongolia
Bulgaria North Korea
Cambodia People's Republic of China
Cuba Romania
Estonia Russia
Georgia Sudan
-5-
6
Iran Syria
Iraq Tajikistan
Kazakhstan Turkmenistan
Kyrgystan Ukraine
Laos Uzbekistan
Latvia Vietnam
8. Independent Contractor.
The parties expressly intend and agree that Independent Contractor is
acting as an Independent Contractor and not as an agent or employee of
QIWTI. Independent Contractor retains sole and absolute discretion,
control and judgment regarding the manner and means of performing the
Services, except as to the policies and procedures set forth herein.
Independent Contractor understands and agrees that it shall not be
entitled to any of the rights and privileges established for
QUALCOMM's QIWTI's employees, including but not limited to retirement
benefits; medical, life insurance or disability coverage; severance
pay; and paid vacation or sick pay. Independent Contractor understands
and agrees that QIWTI will not pay or withhold from the compensation
paid to Independent Contractor any sums customarily paid or withheld
for or on behalf of employees for income tax, unemployment insurance,
social security, workers compensation or any other withholding tax,
insurance or payment, and all such payments as may be required by law
are the sole responsibility of Independent Contractor. Specifically
Independent Contractor is required to declare revenue received and pay
taxes required under law. Independent Contractor agrees to hold
QUALCOMM, QIWTI and its affiliates, customers, officers, directors,
employees, agents, representatives, successors and assigns, harmless
against and indemnify QIWTI for any of such payments of liabilities
for which Company may become liable with respect to such matters. This
Agreement shall not be construed as a partnership agreement. QIWTI
shall have no responsibility for any of Independent Contractor's
debts, liabilities or other obligations or for the intentional,
reckless or negligent acts or omissions of Independent Contractor or
Independent Contractor's employees or agents.
9. Intellectual Property Indemnification.
Independent Contractor, at its sole expense, shall indemnify, defend
and hold QUALCOMM, QIWTI and its affiliates, customers, officers,
directors, employees, agents, representatives, successors and assigns,
harmless against any and all claims or actions brought against any of
them to the extent such claim or action is based on a claim that any
of the Services or any Work Product infringes a patent, copyright,
trademark, service xxxx, trade secret, trade name or other legally
protected proprietary right of any party. Independent Contractor shall
pay all
-6-
7
costs, fees (including reasonable attorneys' fees) and damages which
may be incurred by QUALCOMM, QIWTI and its affiliates, customers,
officers, directors, employees, agents, representatives, successors,
and assigns in connection with any such claim or action, including
but not limited to the settlement thereof.
10. Warranty.
Independent Contractor warrants to QIWTI that the Services delivered
hereunder will be as specified and will be performed by qualified
personnel in a professional and workmanlike manner. Independent
Contractor further warrants that any such services provided by
Independent Contractor shall be free from defects in material and
workmanship and in accordance with the current industry standards of
care and diligence normally practiced by recognized firms in
performing services of a similar nature. If, during the one (1) year
period following the completion of the Services it is shown that there
is an error or defect in the Services, and QIWTI has notified
Independent Contractor in writing of any such error or defect within
that one (1) year period, Independent Contractor shall promptly
perform such corrective services, at the sole expense of Independent
Contractor, within the original scope of Services as may be necessary
to remedy such error.
11. Indemnity.
Independent Contractor shall indemnify, defend and hold harmless
QUALCOMM, QIWTI and its affiliates, customers, officers, directors,
employees, agents, representatives, successors, and assigns from and
against any and all claims, costs, liabilities, losses, damages, and
expenses (including reasonable attorney's fees) and causes of action
for injury or death to any person, or for damage to, or destruction
of, property (individually and collectively "Liabilities"), arising
out of or in connection with (i) any breach of any warranty,
representation, covenant, or obligation contained in this Agreement,
(ii) any action or conduct by Independent Contractor against or with
respect to Independent Contractor personnel, or (iii) any claim
against QIWTI by or on behalf of any Independent Contractor personnel.
Such claims shall include, but are not limited to charges of
discrimination, actions and lawsuits alleging failure to comply with
applicable local labor and wage laws, wrongful termination,
discrimination, denial of due process, or other labor-related causes
of action resulting from Independent Contractor personnel's
discipline, termination or conduct. Independent Contractor shall
afford QIWTI the right to approve any and all legal counsel used in
the defense of, and to approve the settlement of any such Liabilities,
which approval shall not be unreasonably withheld.
Independent Contractor shall indemnify and hold QIWTI harmless from
all costs, fees, damages and expenses resulting from any charge or
encumbrance in
-7-
8
the nature of a laborer's, mechanic's or material man's lien asserted
by any Independent Contractor's employees or subcontractors in
connection with the performance of the Services.
Except to the extent that such damages arise out of breach of the
provisions of the Confidentiality section hereof, neither Party shall
be liable to the other Party or to any other company or entity for any
incidental, consequential, special, exemplary or any other indirect
loss or damage, including but not limited to lost profits arising out
of this Agreement, whether in an action for or arising out of breach of
contract, tort, or other cause of action.
Except for any liability of Independent Contractor arising under
Sections 4, 9 and 12 of this Agreement, in no event will either Party
be liable to the other for any special, incidental, indirect or
consequential damages (including without limitation lost profits or
revenues) arising out of this Agreement regardless of whether such
liability arises in contract, tort, strict liability tort, even if
such party was or should have been aware or advised of the possibility
thereof. Notwithstanding any other provisions of this Agreement, each
Party's liability for any damages to the other under this Agreement is
not to exceed the total price paid to Independent Contractor under
this Agreement.
12. Insurance.
Independent Contractor shall maintain at its sole expense insurance
coverage in accordance with the type of coverage and the limits set
forth in "Exhibit C" at all times during the term of this Agreement.
Independent Contractor shall provide certificate(s) of insurance(s)
(the "Insurance Certificates"), which evidence such insurance
coverage, to QIWTI prior to the commencement of any Services and as
requested from time to time by QIWTI. Such insurance coverage shall be
provided by an "A" rated insurer.
13. Compliance with Laws.
Independent Contractor covenants, represents and warrants to QIWTI
that, at all times during the term of this Agreement, Independent
Contractor will comply and will not violate any U.S. laws, in
connection with the Services it has agreed upon to perform under this
Agreement. At QIWTI's request from time to time, in writing,
Independent Contractor will represent and warrant to QIWTI in writing
that it has not, in connection with the Services being provided
hereunder, including those Services which may be provided to other
companies cooperating with QIWTI and/or its affiliates, violated any
U.S. laws.
14. Notices.
-8-
9
All notices and xxxxxxxx shall be in writing and sent by registered or
certified mail, postage prepaid, or via facsimile with confirmation to
the following addresses:
To QIWTI: To Independent Contractor:
QIWTI Incorporated Space Systems International Corporation
0000 Xxxxxxxxx Xx. 00000 X. Xxxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000 Xxx Xxxxx, XX 00000-0000
ATTN. Xxxxxxxxx Xxxxx Xx Xxxxx
Fax Number. (000) 000-0000 Fax Number: (000) 000-0000
with a copy to.
Legal Department
Invoices shall be sent to:
QIWTI Incorporated
0000 Xxxxxxxxx Xx.
Xxx Xxxxx, XX 00000
ATTN: Xxxxxxxxx Xxxxx
Subcontracts Manager
15. Publicity.
Independent Contractor shall not nor authorize others to issue any
news release, advertisement, publicity, or promotional material
regarding this Agreement or Independent Contractor's relationship with
QIWTI without QIWTI's prior review and written consent.
16. Dispute Resolution.
In the event of a dispute arising between the Parties with respect to
performance of obligations or interpretation of this Agreement, the
Parties shall first attempt to resolve any dispute by good faith
negotiation, including escalation to senior management of the Parties.
Thereafter, Section 18.c shall be observed.
17. Force Majeure.
Neither Party shall be liable under this Agreement if and so far and
so long as either or both of them are prevented from carrying out the
same by Force Majeure, that is to say acts of God, acts of war,
warlike operations, civil commotion, strikes or any industrial action
whatsoever, fire, tempest or any other cause or happening beyond its
control. Should a delay occur, the Party
-9-
10
claiming Force Majeure shall notify the other Party in writing,
specifying the nature and anticipated duration of the delay. Should
any Force Majeure event last more than sixty (60) consecutive days, or
such longer period as the Parties may mutually agree upon, the
non-delaying Party shall have the right to terminate this Agreement in
accordance with Section 5, by written notice without penalty to the
other party.
18. General Provisions.
a. Survivability. The terms and conditions of this Agreement
that by their sense and context are intended to survive after
performance of the Services hereunder shall survive the
termination or expiration of this Agreement, including but
not limited to Sections 3, 4, 6, 9, 10, 11, and 18 a, f and
h.
b. Assignment. Independent Contractor shall not assign any of
its rights or obligations under this Agreement and shall not
subcontract any of the Services to be performed hereunder
without the prior written consent of QIWTI. This Agreement
shall be binding upon and inure to the benefit of the parties
hereto, their successors and permitted assigns.
c. Applicable Law. This Agreement shall be governed by the laws
of the State of California, without regard to conflicts of
laws principles, and any action arising under or relating to
this Agreement or the rights and obligations of the parties
hereunder shall be maintained only in the courts of San Diego
County, California.
d. Entire Agreement Modification. This Agreement, together with
the exhibits attached hereto, which are incorporated herein
by this reference, constitutes the entire agreement between
the parties and supersedes all prior oral or written
negotiations and agreements between the parties with respect
to the subject matter hereof. No modification, variation or
amendment of this Agreement (including any exhibit hereto)
shall be effective unless made in writing and signed by both
Parties.
e. Severability; Non-Waiver. In the event that any of the
terms, conditions or provisions of this Agreement are held to
be illegal, unenforceable or invalid by any court of
competent jurisdiction, the remaining terms, conditions or
provisions hereof shall remain in full force and effect. The
failure or delay of either Party to enforce at any time any
provision of this Agreement shall not constitute a waiver of
such Party's right thereafter to enforce each and every
provision of this Agreement.
f. Limitation of Liability. This provision shall survive the
failure of exclusive remedy.
-10-
11
g. Changes. QIWTI reserves the right to make changes from time
to time in the Scope of Work of this Agreement or the
manner of its performance in QIWTI's sole discretion. No
change shall be made by Independent Contractor in the work or
the time or the manner of its performance, without prior
written instructions by the QIWTI Subcontracts Manager in
writing specifying the changes in the Scope of Work, plans,
specifications, procedures, performance period, sequence or
other requirements of this Agreement and specifying whether
there is to be an adjustment in the compensation or time for
performance and how any such adjustment shall be determined.
An equitable adjustment will be made in the compensation or
time of performance, or both, if the changes ordered by QIWTI
substantially increases or decreases the cost to Independent
Contractor of the work to be performed. The method of
determining the equitable adjustment shall be based upon
Independent Contractor's proposal and by mutual agreement of
the Parties hereto. In the event Independent Contractor
contends that QIWTI has taken action which constitutes a
change in the Work or in the manner of its performance or
there is a change in conditions and Independent Contractor
contends that they are entitled to an adjustment in
compensation or in the time of performance, Independent
Contractor shall submit a change proposal claim with
sufficient information for QIWTI to determine the merits of
the claim within thirty (30) days of notification to QIWTI of
their claim for consideration. The Parties agree to perform
best efforts to settle any such claim within a reasonable
period of time.
h. Records and Right to Audit. Independent Contractor shall keep
and maintain accurate and complete records concerning
personnel assigned to this Agreement for five (5) years after
termination/expiration of this Agreement, and shall furnish
to QIWTI such information concerning the work records, hours
of Service, performance and other information with respect to
personnel. Independent Contractor shall provide copies of any
such records or documentation it has in its possession which
QIWTI may reasonably require.
i. Limited Exclusivity. This Agreement is entered into by QIWTI
for the exclusive purpose of obtaining Services as described
hereunder and shall not be used or disclosed by Independent
Contractor for any other purpose.
j. Authority. Independent Contractor and QIWTI warrants and
represents it has full power and authority to enter into and
perform this Agreement,
-11-
12
h. Records and Right to Audit. Independent Contractor shall keep
and maintain accurate and complete records concerning
personnel assigned to this Agreement for five (5) years after
termination/expiration of this Agreement, and shall furnish to
QIWTI such information concerning the work records, hours of
Service, performance and other information with respect to
personnel. Independent Contractor shall provide copies of any
such records or documentation it has in its possession which
QIWTI may reasonably require.
i. Limited Exclusivity. This Agreement is entered into by QIWTI
for the exclusive purpose of obtaining Services as described
hereunder and shall not be used or disclosed by Contractor
for any other purpose.
j. Authority. Independent Contractor and QIWTI warrants and
represents it has full power and authority to enter into and
perform this Agreement, and the person signing this
Agreement has been properly authorized to enter into this
Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above written.
QIWTI Incorporated INDEPENDENT CONTRACTOR
By: /s/ [signature is illegible] By:
---------------------------------- ---------------------------------
/s/ Xx Xxxxx
------------------------------------- ---------------------------------
Xx Xxxxx
Title: EVP & CFO Title: CFO
------------------------------------- -------------------------------
Date: 6/9/99 Date: 5/26/99
-------------------------------- --------------------------------
-12-
13
VENDOR/INDEPENDENT CONTRACTOR INFORMATION
For Tax Purposes:
Vendor/Independent Contractor Name: SPACE SYSTEMS INTERNATIONAL CORPORATION
Corporation: YES
Tax ID Number: 911898116
Social Security Number:
-13-
14
Exhibit A
Independent Contractor Services
Statement of Work
The Services shall be provided by Kseniya Kochemasova, (SSI) or a designated
alternate upon written approval by QIWTI's Subcontracts Manager, under the
guidance of Xx. Xxxxxx Xxxxxxx (for QIWTI).
Logistics Management Services may include but are not limited to:
o Translation of Commercial Invoice generated by QIWTI into Cyrillic and a
determination of which items require a license to be imported into Russia.
o Commercial Invoice is returned to QIWTI with the above information within
three (3) business days after receipt by Independent Contractor.
o Independent Contractor acts as QIWTI's consignee in Russia.
o Consignee and freight forwarder work together to clear freight through
customs.
o Assist in posting temporary importation bonds with freight forwarder.
o Consignee delivers freight to QIWTI jobsite.
o The reverse of the above process for export of the equipment back to the
United States will be required.
Communications: Independent Contractor shall be available to exchange
information to QIWTI and for telephone conferences during the entire workweek,
and non-working hours to the extent required by QIWTI.
In no event shall Independent Contractor make any commitments or otherwise incur
any obligations for or on behalf of QIWTI to any third party during performance
of these Services.
QIWTI will provide office space in QUALCOMM's Moscow office for Ms. Kochemasova.
-14-
15
Exhibit B
COMPENSATION AND REIMBURSEMENT
QIWTI agrees to retain the services of the Independent Contractor at an hourly
rate of $36.00. The Independent Contractor shall provide up to twenty (20) hours
of services per week. Any hours to be worked over twenty (20) per week where
the Independent Contractor expects compensation will require prior written
authorization from QIWTI's Subcontracts Manager.
QIWTI will pay to Independent Contractor the applicable hourly rate specified
above for each hour of labor expended in performing the Services under the
Agreement. The above specified hourly rate is all inclusive and includes, but is
not limited to, labor, supervision, office space, foreign and domestic taxes,
VAT, fees, duties, applicable laws, overhead, general and administrative costs,
profit and all items associated with payment to Independent Contractor under the
Agreement. All rates are in U.S. Dollars ($).
The contract not-to-exceed amount is calculated as follows:
o Labor cost for 1 year: 1040 hrs x $36.00/hr. = $37,440.00
QIWTI will reimburse Independent Contractor for reasonable and necessary out of
pocket expenses incurred in connection with its performance of the Services,
authorized in advance by QIWTI Subcontracts Manager and supported by reasonably
detailed documentation. All such out of pocket expenses shall be itemized on
each invoice submitted to QIWTI and shall be accompanied by the appropriate
supporting documentation. The following costs shall not be charged to QIWTI: (a)
transportation costs of travel to and from QIWTI's offices, (b) local telephone
service and calls; And (c) office staff and supplies used in the normal course
of performing the Services.
To support payment for the Services, each invoice submitted therefor shall
include 1) a summary of work performed and 2) certification by Independent
Contractor stating that the number of hours set forth therein was the actual
number of hours worked by Independent Contractor during the period for which the
invoice is submitted and that all out of pocket expenses for which reimbursement
is requested were properly incurred in the performance of the Services.
In no event shall the total payments made under this Agreement exceed the
maximum amount specified in Section 2(a) of the Agreement without execution of
a written amendment to this Agreement by duly authorized representatives of
QIWTI and Independent Contractor.
-15-
16
Exhibit "C"
Insurance Requirements
While Independent Contractor is performing work pursuant to this Agreement,
Independent Contractor shall maintain the following insurance coverage:
COVERAGE TYPE LIMIT OF LIABILITY LIMIT
------------- ------------------ -----
1) COMMERCIAL GENERAL Per Occurrence and in the Aggregate $ 2,000,000
LIABILITY
o Should be in Occurrence Format Includes following coverage:
Blanket Contractual Liability
Products/Completed Operations
Premises/Operations
Personal/Bodily/Advertising Injury
Broad Form Property Damage
2) WORKERS' COMPENSATION Employers Liability $ 1,000,000
o Required by law for all employers with more Workers' Compensation Statutory
than one (1) employee.
o Shall be in accordance with the provisions
of the applicable worker's compensation law
or similar law of each state or other
political subdivision with jurisdiction
applicable to Independent Contractors
respective personnel.
o Shall include "All States Endorsement" and
the "Voluntary Compensation Endorsement."
o It shall be the Primary insurance and
QIWTI's insurance shall be noncontributing
with respect to persons directly engaged in
the performance of services.
-16-
17
COVERAGE TYPE LIMIT OF LIABILITY LIMIT
------------- ------------------ -----
6) PROFESSIONAL LIABILITY/ Aggregate Limit $ 1,000,000
ERRORS & OMISSIONS Each Occurrence
OTHER REQUIREMENTS:
1) ADDITIONAL COVERAGE. Independent Contractor shall maintain, all other
insurance required by law or regulation in the jurisdiction where the Services
are performed. Additionally, limits of liability may be increased depending upon
size and scope of the Agreement. Independent Contractor shall be responsible for
insurance coverage, including medical coverage, accident insurance, legal and
repatriation costs, for its employees who are providing services. In addition,
in the event that Independent Contractor employs the services of subcontractors,
then Independent Contractor shall ensure that its subcontractors obtain and
keep in effect such insurance coverage for its employees.
2) ADDITIONAL INSURED. Independent Contractor shall maintain commercial general
liability, excess liability, and comprehensive automobile liability coverage as
specified in this Exhibit, which includes QIWTI as an additional insured with
respect to the activities of the Independent Contractor. These policies shall
contain a "cross-liability" or "severability of interest" clause or endorsement.
QIWTI shall not by reason of its inclusion under these policies incur liability
to the insurance company for payment of premium for these policies.
3) NOTICE OF CANCELLATION: At least 30 days advance notice (10 days for non-pay
Nonrenewal or material change is acceptable) in writing, to QIWTI prior to
cancellation, termination, or alteration of said policies of insurance listed
in this Exhibit.
4) WAIVER OF SUBROGATION. Independent Contractor and QIWTI shall waive all
rights
-17-
18
against each other and their respective directors, officers, partners,
commissioners, officials, agents, subcontractors, consultants, and employees for
damages covered under the insurance coverages listed in this Exhibit during
and after the completion of the Services.
5) PRIMARY INSURANCE: The required insurance pursuant to this Agreement and the
fidelity bond are to be primary. Any insurance or self-insurance maintained by
QIWTI shall be excess of the Independent Contractor's insurance and thus shall
not contribute to it.
6) USE OF SUBCONTRACTORS - Independent Contractor shall include all
subcontractors, who are utilized for the Services specified in this Agreement,
as additional insureds under its policies or shall furnish separate certificate
of insurance(s) and/or endorsements for each subcontractor. All insurance
policies for the Independent Contractor's subcontractors shall be subject to all
of the insurance requirements stated herein.
-18-
19
AMENDMENT NO. ONE (1)
INDEPENDENT CONTRACTOR AGREEMENT
This Amendment to the Independent Contractor Agreement (the "Amendment") is
entered into as of May 6, 1999 (the "Effective Date") by and between QUALCOMM
Global Services, Inc., a California corporation, with a place of business at San
Diego, California (hereinafter "QUALCOMM") and Space Systems International
Corporation, a Delaware corporation with a place of business at 00000 X.
Xxxxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000-0000 (hereinafter
"Independent Contractor"), amends certain provisions of the Independent
Contractor Agreement (the "Agreement") dated January 5, 1999 with regard to the
following facts:
A. Independent Contractor and QUALCOMM have begun performance under the
Agreement and its Exhibits.
B. XXXXXXXX Xxxxxxxxxxxx has sold, assigned, transferred, conveyed and set over
to QUALCOMM Global Services, Inc. all of XXXXXXXX Xxxxxxxxxxxx'x right,
title and interest in and to, and QUALCOMM Global Services, Inc. assumes all
of XXXXXXXX Xxxxxxxxxxxx'x obligations under the Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the
receipt and sufficiency of which is hereby acknowledged, QUALCOMM and
Independent Contractor agree as follows:
1. QUALCOMM Global Services, Inc. shall assume the rights and obligations
currently under XXXXXXXX Xxxxxxxxxxxx. Where "QUALCOMM" had previously been
designated in the Agreement to mean QUALCOMM, Incorporated, shall, now be
designated to mean QUALCOMM Global Services, Inc.
All other terms and conditions of the Agreement which are not expressly
modified or amended by this Amendment remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly
executed as of the day and year first above written.
QUALCOMM GLOBAL SERVICES, INC. SPACE SYSTEMS INTERNATIONAL CORPORATION
By: /s/ M. Xxxxxxx Xxxxxx By: /s/ Xx Xxxxx
------------------------------ ---------------------------------------
Name: M. Xxxxxxx Xxxxxx Name: Xx Xxxxx
------------------------------ ---------------------------------------
Title: Subcontractors Manager Title: Chief Financial Officer
------------------------------ ---------------------------------------
20
AMENDMENT NO. TWO (2)
INDEPENDENT CONTRACTOR AGREEMENT
This Amendment to the Independent Contractor Agreement (the "Amendment") is
entered into as of May 7, 1999 between QUALCOMM Global Services, Inc., a
California corporation with a place of business at San Diego, California
(hereinafter "QUALCOMM"), and Space Systems International Corporation, a
Delaware corporation, with a place of business at 00000 X. Xxxxxxxx Xxxxx, Xxxxx
000, Xxx Xxxxx, Xxxxxxxxxx 00000-0000 (hereinafter "Independent Contractor"),
amends certain provisions of the Independent Contractor (the "Agreement") dated
January 5, 1999 with regard to the following facts:
1. Section 2. Compensation, a. Payment, is modified to read:
a. PAYMENT. QUALCOMM shall compensate Independent Contractor for the
Services in accordance with Exhibit B. All pricing items are "Not-To-Exceed"
in value. Independent Contractor must advise QUALCOMM's Subcontracts Manager
upon reaching seventy-five percent (75%) expenditure. Should Independent
Contractor exceed the Not-To-Exceed value, such costs will be borne at
Independent Contractor's sole expense.
2. Section 5. Term, is modified as follows
a. Delete the title "Term" and substitute "Term and Termination" in lieu
thereof.
b. Designate the first paragraph as paragraph "a. Term".
c. Add paragraphs 5b. Termination for Convenience, 5c. Termination for
Default, 5d. Rights Upon Termination and 5e. Stop Work Order as
follows:
5b. TERMINATION FOR CONVENIENCE. QUALCOMM may terminate this Agreement or
any portion of this Agreement at any time, effective upon delivery of
written notice thereof (the "Termination Notice") to Independent
Contractor. Upon any such termination QUALCOMM's sole and exclusive
liability to Independent Contractor shall be to pay to Independent
Contractor the prices specified in this Agreement for any Services which
have been performed for QUALCOMM, to the extent not previously paid. Any
request by Independent Contractor for termination charges shall be deemed
waived if not asserted within twenty (20) business days after the date of
the Termination Notice.
5c. TERMINATION FOR DEFAULT. QUALCOMM may terminate this Agreement or any
portion of this Agreement immediately upon written notice to Independent
Contractor, if Independent Contractor: (i) fails to make adequate
progress to complete the Services required in accordance with Exhibit A
or does not complete the Services in accordance with the documentation
applicable to such Services, (ii) fails to act promptly upon receipt of
QUALCOMM's request for Services, (iii)
AMENDMENT XX. 0
X.X. X000000
-1-
21
fails to utilize QUALCOMM approved personnel. Independent Contractor or
QUALCOMM may terminate this Agreement upon written notice to the other
party if (a) the other party files or has filed against it any proceeding
in bankruptcy or insolvency, (b) makes a general assignment for the
benefit of creditors, or (c) otherwise fails to comply in any other
respect, other than (i)-(iii), with the terms and conditions of this
Agreement within thirty (30) days after the date of written notice of
such non-compliance.
5d. RIGHTS UPON TERMINATION. Any and all Services to be performed
pursuant to this Agreement shall cease immediately upon any expiration or
termination of this Agreement. Independent Contractor shall mitigate its
damages upon receipt of any termination notice. QUALCOMM shall be liable
to independent Contractor for equitable and mutually agreeable
compensation for Independent Contractor's direct and indirect cost of
labor, materials and expenses which Independent Contractor shall not have
been able to reasonably mitigate. Upon any such expiration or termination
of this Agreement, Supplier shall immediately deliver to QUALCOMM all
Deliverables as described in the SOW in whatever their current state of
production. In addition, upon termination or expiration, Independent
Contractor shall return to QUALCOMM, or destroy and provide written
certification of its destruction to QUALCOMM, all proprietary and
confidential information received from QUALCOMM.
5e. STOP WORK ORDER. QUALCOMM shall have the right, at any time during
the performance of Services to direct Independent Contractor, in writing,
to temporarily stop all or portions of the Services covered by this
Agreement (such direction is referred to herein as a "Stop Work Order").
Upon receipt of any Stop Work Order Independent Contractor will
immediately stop all activities to the extent specified in the Stop Work
Order and will take all reasonable steps to minimize the occurrence of
costs allocable to the Services covered by the Stop Work Order. If
QUALCOMM exercises this right, the length of a Stop Work Order shall be
for a maximum duration of twenty-six (26) weeks (the "Stop Work Period").
Prior to the conclusion of the Stop Work Period, QUALCOMM may either (1)
direct Independent Contractor to resume all or part of the Services to
which the Stop Work Order applied or (2) terminate the whole Agreement,
or the portion of the Services to which the Stop Work Order applied
pursuant to Termination for Convenience, or (3) request Independent
Contractor to accept a further delay in the performance of the Services
to which the Stop Work Order applied. In the event of a Stop Work Order,
QUALCOMM shall be liable to Independent Contractor for equitable and
mutually agreeable compensation for independent Contractor's direct and
indirect cost of labor, materials and expenses which Independent
Contractor shall not have been able to reasonably mitigate. QUALCOMM
shall have the right to direct Independent Contractor to resume Services
at any time during the Stop Work Period. In the event QUALCOMM
AMENDMENT XX. 0
X.X. X000000
-2-
22
orders Independent Contractor, in writing, to resume Services,
Independent Contractor shall receive an equitable adjustment in the
price, delivery schedule and other affected provisions of this Agreement.
3. Add Section 14.h, Responsibility for QUALCOMM Equipment as follows:
h. RESPONSIBILITY FOR QUALCOMM EQUIPMENT. All property and equipment,
including software, which is furnished to Independent Contractor by QUALCOMM
for performance of Services under this Agreement shall be and remain the
property of QUALCOMM, and title to such property shall not be affected by
incorporation or attachment to any other property. All property and
equipment furnished or consigned to Independent Contractor by QUALCOMM under
this Agreement, shall be kept and maintained in first class condition and
replaced to the extent necessary for performance under this Agreement. Such
property shall be used by Independent Contractor only in the performance of
this Agreement or as may otherwise be authorized in writing by QUALCOMM, and
shall remain the property of QUALCOMM. When instructed by instructed by
QUALCOMM, Independent Contractor shall hand deliver the property covered by
this Section to QUALCOMM, at the completion or termination of this
Agreement, or shall make such other disposition F.O.B. destination as
QUALCOMM may direct. Independent Contractor shall bear the risk of loss or
destruction of and damage to property covered by this Section until
delivered or returned to QUALCOMM. Independent Contractor shall deliver or
return such property in the same condition as when manufactured, acquired or
received, except for reasonable wear for utilization thereof in accordance
with the terms of this Agreement.
4. Modify Exhibit A, Independent Contractor Services of Work as attached.
5. Modify Exhibit B, Compensation and Reimbursement as attached.
All other terms and conditions of the Agreement which are not expressly
modified or amended by this Amendment remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of
the date first above written.
QUALCOMM GLOBAL SERVICES SPACE SYSTEMS INTERNATIONAL CORPORATION
By: /s/ M. Xxxxxxx Xxxxxx By: /s/ Xx Xxxxx
------------------------------------ ---------------------------------------
Name: M. Xxxxxxx Xxxxxx Name: Xx Xxxxx
------------------------------------ ---------------------------------------
Title: Subcontractors Manager Title: Chief Financial Officer
------------------------------------ ---------------------------------------
AMENDMENT XX. 0
X.X. X000000
-0-
00
Xxxxxxx A
INDEPENDENT CONTRACTOR SERVICES
STATEMENT OF WORK
Xxx Xxxxxx, Xxxx Xxxxxx or their appointee of QUALCOMM will be Independent
Contractor's Point of Contact (POC) and will provide all technical direction
under the Agreement. Best commercial practices will be used.
Such tasks may include but are not limited to:
1.0 Independent Contractor shall provide Management and System Integration
services for the deployment of QUALCOMM's wireless infrastructure
products. These services include but not limited to:
1.1 Coordinate with the Business Development and Project
Management Departments to generate project plans, schedules
and cost estimates for assigned markets.
1.2 Perform and lead system level network design activities and
complete product questionnaires for the purpose of
configuring QUALCOMM's wireless infrastructure for assigned
markets.
1.3 Manage deployment teams in San Diego and at QUALCOMM's
customer/partner locations as directed by the POC.
1.4 Coordinate with logistics teams for the delivery of equipment
and documentation as specified by the POC.
1.5 Travel to customer/partner locations as agreed to with the
POC.
1.6 RF Network Planning and System Design.
1.7 Network hardware installation.
1.8 Hardware/software commissioning.
1.9 Acceptance testing and commercial launch of deployed
networks.
1.10 Network operations and maintenance support.
1.11 Hotline support and technical interface to San Diego.
1.12 Deployment coordination and customer interface.
2.0 Communications: Independent Contractor shall be available for
discussions and meetings at QUALCOMM's principle place of work as
required. Independent Contractor shall be available to exchange
information and for telephone conferences during the entire workweek
if not physically at QUALCOMM facilities.
-4-
24
3.0 Deliverables: Independent Contractor shall generate documents as
required by the POC. The documents shall be informally submitted and
include but not limited to:
3.1 Project Plans
3.2 Project Schedules
3.3 Manpower estimates and project loading
3.4 BSC and BTS configuration questionnaires
3.5 Letters to customers/partners
3.6 A report submitted with the invoice summarizing activities
performed during the previous month
-5-
25
EXHIBIT B
COMPENSATION AND REIMBURSEMENT
Independent Contractor will provide personnel to support the project, upon
prior written approval from QUALCOMM, in accordance with the following personnel
categories and rates. Independent Contractor personnel will support the project
as necessary and not less than 40 hours of Services per week, with the
exception that driver and translator personnel are on an "as require" basis
only. All rates are all inclusive and include, but are not limited to, labor
supervision, office space, foreign and domestic taxes, fees, duties, applicable
laws, overhead, general and administrative costs, profit and all items
associated with payment to Independent Contractor under the Agreement. All
rates are in U.S. dollars ($).
1. PROJECT MANAGER:
Labor cost for 1 year: 2080 hrs x $75.00/hr. = $156,000.00
Travel Expenses: 6 trips x $10,000.00/trip = $ 60,000.00
-------------------------------------------------------------------------------
TOTAL NOT-TO-EXCEED $216,000.00
2. RUSSIAN LABOR:
Category Hourly Rate Weekly Rate
-------------------------------------------------------------------------------
Lead Field Engineer-LFE $72.18 $ 2887.20
Site Manager-SM1 $59.54 $ 2381.60
Site Manager-SM2 $30.70 $ 1228.00
Network Planner-NP $36.10 $ 1444.60
Field Engineer 1-FE1 $50.04 $ 2001.60
Field Engineer 2-FE2 $30.93 $ 1237.20
Driver w/Foreign Car-DRF* $19.04 $ 761.60
Driver w/Russian Car-DRR* $16.99 $ 679.60
Translator-TR* $ 8.58 $ 343.20
-------------------------------------------------------------------------------
TOTAL NOT-TO-EXCEED $900,000.00
===========
(Weekly Rates shall apply with the exception of *Category Personnel)
-6-
26
3. EXPENSES:
o Prior written approve from QUALCOMM is mandatory for all travel or
other expenses required in performance of Services by Independent
Contractor personnel. Travel and associated expenses are only
applicable for Independent Contractor personnel traveling outside
of Contractor personnel's assigned location. Should prior written
approval not be obtained, such cost may be borne by Independent
Contractor. Travel expenses will be reimbursed to Independent
Contractor at actual costs. Expenses must be confirmed by original
receipts, or legible copies, attached to each invoice.
o Lodging will be reimbursed to Independent Contractor at actual
costs not to exceed the US State Department Lodging Rate schedule
for the month and city in which the expense occurs. Expenses must
be confirmed by original receipts, or legible copies, attached to
each invoice.
o Meals and Incidental Expenses (M&IEs) will be reimbursed to
Independent Contractor at actual costs not to exceed the US State
Department M&IEs Rate for the month and city in which the expense
occurs. Expenses must be confirmed by original receipts, or legible
copies, attached to each invoice.
o Expenses, incurred other than in U.S. Dollars ($) will be converted
to US dollars ($) at the exchange rate in effect on the date of
each invoice period incurring such expense. The exchange rate used
will be the published rate of Citibank.
-7-
27
[ERICSSON LOGO] 0000 Xxxx Xxxxxxxxx Purchase Order # J800042
Xxx Xxxxx, XX 00000 PURCHASE ORDER Ver. 1 P. 2
------------------------------------------------------------------------------------------------------------------------------------
LINE MPN MFR NAME MFR FSCM ACCT RESALE
ITEM ------------------------------------------------------------------------ ORDER U/M UNIT PRICE TOTAL PRICE
NO. EWC MCN/LBL DESCRIPTION JOB TAX QTY DELIVERY SHIP METHOD FREIGHT TERMS
------------------------------------------------------------------------------------------------------------------------------------
TECHNICAL DIRECTION FROM ERICSSON SHALL BE PROVIDED BY ERICCON'S PROJECT
MANAGER XXXXXX XXXXXX. ALL CONTRACTUAL MATTERS MUST BE DIRECTED TO
ERICSSON'S SUBCONTRACTS MANAGER, XX XXXXXX.
52203 Yes 99,100 EACH $ 1.0000 $ 99,100.0
1 DEPLOYMENT SERVICES CIS REGION 61060 No 06-04-99
52203 Yes 44,290 EACH $ 1.0000 $ 44,290.0
2 (NON-LOCAL) TRAVEL EXPENSES IN SUPPORT
OF SERVICES 61060 No 06-04-99
52203 Yes 806,944 EACH $ 1.0000 $ 806,984.1
3 DEPLOYMENT SERVICES PERSONNEL IN RUSSIA 61060 No 06-04-99
Total Cost: $ 950,331.1
/s/ [ILLEGIBLE]
-------------------------------
Subcontracts Manager
/s/ [ILLEGIBLE]
-------------------------------
SSI, Vice President
------------------------------------------------------------------------------------------------------------------------------------
ALL DELIVERIES AND PERFORMANCE UNDER THIS PURCHASE ORDER SHALL BE GOVERNED BY ERICSSON WIRELESS COMMUNICATIONS STANDARD PURCHASE
ORDER TERMS AND CONDITIONS AND PURCHASE ORDER QUALITY ASSURANCE REQUIREMENTS (DWG. NO. 80-3530) ATTACHED AND INCORPORATED HEREIN BY
REFERENCE.
------------------------------------------------------------------------------------------------------------------------------------
28
[ERICSSON LOGO] 0000 Xxxx Xxxxxxxxx Purchase Order # J800042
Xxx Xxxxx, XX 00000 PURCHASE ORDER Ver. 1 P. 1
SHIP TO:
ERICSSON WIRELESS COMMUNICATIONS INC.
ORDER DATE: 06-11-99 0000 XXXX XXXX.
VERSION DATE: 00-00-00 XXX XXXXX, XX 00000-0000
SUPPLIER: ID: 227690 CONTACT: XXXX XXXXXXXX
SPACE SYSTEMS INTERNATIONAL CORP. TERMS: 0.00-15 NET 15
00000 X. XXXXXXXX XXXXX XXXXX 000 XXX: FOB ERICSSON
XXX XXXXX, XXX 00000-0000 CARRIER: UPS ATTN: RECEIVING
METHOD:
ATTN: XXXX XXXXXXXX FREIGHT TERMS:
BUYER: XXXXXX, M. XXXXXXX XXXX TO:
COMMENTS: ERICSSON WIRELESS COMMUNICATIONS INC.
ATTN: ACCOUNTS PAYABLE
000 XXXX XXXXXXXX XX.
XXXXXXXXXX, XX 00000
ATTN: ACCOUNTS PAYABLE
------------------------------------------------------------------------------------------------------------------------------------
LINE MPN MFR NAME MFR FSCM ACCT RESALE
ITEM ------------------------------------------------------------------------ ORDER U/M UNIT PRICE TOTAL PRICE
NO. EWC MCN/LBL DESCRIPTION JOB TAX QTY DELIVERY SHIP METHOD FREIGHT TERMS
------------------------------------------------------------------------------------------------------------------------------------
THIS COPY CONFIRMS A PRIOR VERBAL AWARD. DO NOT
DUPLICATE
YOU MUST HAVE CURRENT (WITHIN 6 MONTHS)
CERTIFICATES OR ORIGIN ON FILE WITH ERICSSON
FOR ALL PRODUCTION MATERIAL ON THIS PO. SEND
WITH SHIPMENT OR CALL ERICCSON EXPORT
COMPLIANCE AT 619.655.3441
ELECTRONIC SUBMISSION OF THIS PURCHASE ORDER
CONSTITUTES ERICSSON'S OFFER TO PURCHASE
GOODS AND/OR SERVICES FROM SUPPLIER BASED ON
THE ERICSSON STANDARD PURCHASE ORDER TERMS AND
CONDITIONS. BY PERFORMANCE AGAINST THIS
PURCHASE ORDER, SUPPLIER ACKNOWLEDGES THAT
ERICSSON STANDARD PURCHASE ORDER TERMS AND
CONDITIONS SHALL GOVERN THIS TRANSACTION. IN
THE EVENT OF ANY CONFLICT BETWEEN THE TERMS AND
CONDITIONS CONTAINED IN THE DOCUMENTS GOVERNING
THIS TRANSACTION, THE FOLLOWING ORDER OF
PRECEDENCE SHALL APPLY:
A MASTER AGREEMENT SIGNED BY BOTH ERICSSON AND
SUPPLIER.
ERICSSON'S STANDARD TERMS AND CONDITIONS.
THE QUALITY ASSURANCE REQUIREMENTS CONTAINED IN
DWG. NO. 80-3530.
THE SPECIFICATION FOR THE PART BEING PURCHASED.
THIS PURCHASE ORDER REPLACES P.O. J800032 IN ITS
ENTIRETY. LINE ITEM VALUES HAVE BEEN MODIFIED TO
REFLECT THE BALANCE OF FUNDING.
P.O. LINE ITEMS ARE "NOT-TO-EXCEED" IN VALUE.
SPACE SYSTEMS MUST ADVISE ERICSSON'S SUBCONTRACTS
MANAGER (XX XXXXXX) UPON REACHING THE 75%
EXPENDITURE FOR EACH LINE ITEM. SHOULD SPACE
SYSTEMS EXCEED THE "NOT-TO-EXCEED" VALUES, SUCH
COSTS WILL BE BORNE AT SPACE SYSTEMS' SOLE
EXPENSE.
ALL TERMS AND CONDITIONS OF THE INDEPENDENT
CONTRACTOR AGREEMENT DATED 1/5/99 ARE INCORPORATED
BY REFERENCE HEREIN.
------------------------------------------------------------------------------------------------------------------------------------
ALL DELIVERIES AND PERFORMANCE UNDER THIS PURCHASE ORDER SHALL BE GOVERNED BY ERICSSON WIRELESS COMMUNICATIONS STANDARD PURCHASE
ORDER TERMS AND CONDITIONS AND PURCHASE ORDER QUALITY ASSURANCE REQUIREMENTS (DWG. NO. 80-3530) ATTACHED AND INCORPORATED HEREIN BY
REFERENCE.
------------------------------------------------------------------------------------------------------------------------------------
29
[QUALCOMM LOGO] 0000 Xxxx Xxxxxxxxx Purchase Order # J80001
Xxx Xxxxx, XX 00000 PURCHASE ORDER Ver. 2 I. 20F
(000) 000-0000
------------------------------------------------------------------------------------------------------------------------------------
LINE MPN MFR NAME MFR FSCM ACCT RESALE
ITEM ------------------------------------------------------------------------ ORDER U/M UNIT PRICE TOTAL PRICE
NO. OGS MCN/LBL DESCRIPTION JOB TAX QTY DELIVERY SHIP METHOD FREIGHT TERMS
------------------------------------------------------------------------------------------------------------------------------------
52203 Yes 160,000 EACH $ 1.0000 $ 160,000.0
1 DEPLOYMENT SERVICES CIS REGION 61060 No 01-15-99
52203 Yes 60,000 EACH $ 1.0000 $ 60,000.0
2 (NON-LOCAL) TRAVEL EXPENSES IN SUPPORT
OF SERVICES 61060 No 01-15-99
52203 Yes 900,000 EACH $ 1.0000 $ 900,000.0
3 DEPLOYMENT SERVICES PERSONNEL IN RUSSIA 61060 No 05-06-99
Total Cost: $1,120,000.0
/s/ [ILLEGIBLE]
-------------------------------
------------------------------------------------------------------------------------------------------------------------------------
ALL DELIVERIES AND PERFORMANCE UNDER THIS PURCHASE ORDER SHALL BE GOVERNED BY QUALCOMM GLOBAL SERVICES STANDARD
PURCHASE ORDER TERMS AND CONDITIONS (FORM 76-34902-4) AND PURCHASE ORDER QUALITY ASSURANCE
REQUIREMENTS (DWG. NO. 80-3530) ATTACHED AND INCORPORATED HEREIN BY REFERENCE.
------------------------------------------------------------------------------------------------------------------------------------
