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EXHIBIT 10.14
FORM OF
GATEWAY AUTHORIZATION AGREEMENT
THIS AGREEMENT effective this 31st day of December 1994, by
and between (co. name) (herein referred to as "Investor") and Iridium, Inc., a
Delaware corporation (herein referred to as the "Company"), both together
referred to herein as the "Parties".
WHEREAS, the Company and Investor, together with other
investors in the Company, have entered into stock purchase agreements dated as
of (date) (herein "SPAs") to enable the Company to procure, operate and own the
Space System of the IRIDIUM(R) Communications System;
WHEREAS, the SPAs grant to Investor certain Gateway rights and
Service Provider rights and allocate to Investor certain Gateway Service
Territories, which rights and allocations are subject to the timely fulfillment
of various obligations;
WHEREAS, the Company and Investor desire to enter into this
Agreement for the purpose of describing in more detail these various rights and
obligations of Investor, as well as those of the Company, with the objective of
ensuring that the IRIDIUM Communications System achieves fully integrated and
timely operation;
NOW, THEREFORE, the Parties hereto agree as follows:
ARTICLE I
DEFINITIONS
The capitalized terms and phrases used in this Agreement shall
have the meaning set forth in Section 1, entitled "Certain Definitions", of the
SPAs; in Article 1, entitled "Definitions", of the Space System Contract
between the Company and Motorola, Inc. ("Motorola") effective as of July 29,
1993; or in Article 1, entitled "Definitions", of the Operations and
Maintenance Contract between the Company and Motorola effective as of July 29,
1993. Additional capitalized terms and phrases are defined where first used
within this Agreement. An index to such definitions is set forth below.
"Clearinghouse" or "IRIDIUM Clearinghouse" is described in
Article IV.
"Gateway Configuration" is defined in paragraph 2.3.
"Gateway Implementation Plan" is defined in paragraph 2.3.
"Gateway Master Plan" is defined in paragraph 2.3.
"Gateway Services" means the services provided by a Gateway or
Gateways constructed in accordance with the Gateway Interface
Specification and would include but not be limited to
supporting the subscriber billing/information functions
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in addition to call processing operations and the connection
of the IRIDIUM subscriber communications through the public,
switched, telephone network (PSTN).
"IRIDIUM System Practices" or "ISP" means the set of
guidelines, recommendations, rules, plans and other
instructions related to technical and operational matters
associated with operation of the IRIDIUM Communications
System. In order to secure a high degree of network integrity
and robustness, some technical and operational portions of
these practices are intended to be mandatory and other
portions are intended to be recommendations. The ISP will be
consistent with applicable decisions and directives of the
Iridium Board of Directors and will, in all relevant respects,
be developed in consultation with Investor. To the extent that
a proposed ISP or a proposed amendment to an existing ISP
imposes material obligations on Gateway Operators and/or
Service Providers, a reasonable consensus must be reached
among investors which have been allocated Gateway Service
Territories and the Company prior to approval of the ISP.
"Net Settlement Position" is defined in paragraph 4.2.
"Network Implementation Plan" is referred to in paragraph 2.1.
"Proprietary Information" is defined in paragraph 7.3.1.
ARTICLE II
UNDERTAKINGS OF THE PARTIES
GATEWAY CONSTRUCTION AND OPERATIONS
2.1 The Company will provide to Investor the proposed
IRIDIUM Communications System Network Implementation Plan which will set forth,
among other things, the proposed construction and operational schedules for
each authorized IRIDIUM Gateway, including Investor's Gateway or Gateways. An
objective of the Network Implementation Plan will be to ensure that the key
ground components of the IRIDIUM Communications System will achieve fully
tested on-line operations commensurate with the completion date of the IRIDIUM
Space System as defined by the completion of Milestone 47 in the Space System
Contract.
2.2 The successful and reliable operation of the IRIDIUM
Communications System requires the co-operation of Gateway Operators, Service
Providers, and the Company as well as clearly defined technical interfaces and
division of operational and business responsibilities. The Company will use its
best efforts in cooperation with Investor to define and reach agreement about
the relevant and appropriate interface specifications.
2.3 The portions of the Network Implementation Plan
setting forth the specific aspects of Investor's Gateway(s), and any subsequent
material midifions thereto, will be finalizalizy mutual agreement of the ▇▇▇
▇▇▇ and Investor, taking into nto unt, amo
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her things, suc suclevant cnt criteria as cost and availability of
interconnection to an international switching center and the PSTN, local and
national legal and regulatory requirements, and suitable land availability and
cost. To facilitate the achievement of such mutual agreement, the Company and
Investor will use their reasonable best efforts to promptly agree upon the
specifics of Investor's Gateway(s), including (i) the specific location of
Investor's Gateway(s) within Investor's allocated Gateway Service Territories,
which will become elements of the Iridium network topology plan, (ii) the
communications capacity of each Gateway (the "Gateway Configuration") and (iii)
the specific construction and operational schedule for each Gateway ( the
"Gateway Implementation Plan"). Investor and the Company hereby agree that
Investor shall locate a Gateway(s) in (location) and that Investor shall use
its reasonable best efforts to have such Gateway(s) operational approximately
six months in advance of the scheduled completion date of Milestone 47 as
reflected in Exhibit A to the Space System Contract (currently December 23,
1998). Such locations and operational dates may be modified by Investor in
accordance with the Gateway Implementation Plan agreed to by Investor and the
Company. The agreed upon Gateway Configuration and the Gateway Implementation
Plan are hereinafter referred to as the "Gateway Master Plan".
2.4 Investor will use its reasonable best efforts to
undertake and complete on a schedule consistent with the Gateway Master Plan,
and in compliance with applicable governmental regulatory requirements, the
following:
2.4.1 apply for, obtain and maintain all governmental
authorizations and frequency allocations necessary to
(i) construct and operate Investor's Gateway(s) on a
schedule consistent with the Gateway Master Plan and
(ii) provide Gateway Services in each of Investor's
Gateway Service Territories;
2.4.2 contract with Motorola and/or other suppliers to
design, construct and maintain Investor's Gateway in
accordance with the Gateway Master Plan, Network
Implementation Plan, and the IRIDIUM System
Practices;
2.4.3 provide for the staffing, testing and operation of
the Gateway(s) in accordance with the ISP as it may
be modified from time to time, relevant elements of
which will be provided to Investor on a schedule
consistent with the Gateway Master Plan, including
timely notification of changes to the ISP by the
Company;
2.4.4 consistent with the applicable requirements of the
ISP, establish and maintain appropriate
interconnection, access and settlement arrangements
through and with such international or other
appropriate switching centers as may be required to
originate calls from and terminate calls to each
public switched telephone network (hereinafter
"PSTN") operating within Investor's allocated Gateway
Service Territories, as well as such other
interconnection arrangements as may be required to
effectively distribute and utilize IRIDIUM
Communications Services within Investor's allocated
territories; and
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2.4.5 provide Gateway Services to its designated Service
Providers in each of its allocated Gateway Service
Territories.
2.5 If requested and under terms and conditions to be
agreed between Investor and the Company, the Company will provide or arrange
for the provision of certain services to assist Investor in the performance of
the undertakings set forth in Section 2.4, above. Examples of these services
are set forth in Annex A hereto.
SERVICE PROVISION
2.6 Investor will designate, contract with and supervise
a Service Provider or Service Providers, and/or itself act as a Service
Provider, in each of Investor's Gateway Service Territories for the purpose of
distributing IRIDIUM Communications Services and, where applicable, IRIDIUM
Subscriber Units within those territories. Investor will require each of its
designated Service Providers to comply with applicable policies and practices
set forth in the ISP.
2.7 Investor, when acting as a Service Provider, will use
its reasonable best efforts, and, if so agreed and when necessary, will also
require each of its designated Service Providers to use their reasonable best
efforts to obtain and maintain all legal and regulatory authorizations
necessary to provide IRIDIUM Communications Services within their respective
allocated territories, including authorization to carry (including
transborder), operate and use IRIDIUM Subscriber Units.
2.8 The Company will provide to Investor in support of
the performance of its undertakings set forth in Sections 2.4.5 and 2.6, above,
on a schedule consistent with the Gateway Master Plan, information with respect
to recommended policies and practices applicable to the selection of Service
Providers and service provision, including suggested global or regional
promotional programs that could be administered on a centralized basis by the
Company (see examples in Annex B hereto).
ACCESS TO THE IRIDIUM SPACE SYSTEM
2.9 The coverage and performance characteristics of the
IRIDIUM Space System shall be as delivered to and accepted by the Company in
accordance with the terms of the IRIDIUM Space System Contract and as
maintained under the terms of the IRIDIUM Operations and Maintenance Contract
or any successor contracts for an IRIDIUM space system and the operation and
maintenance thereof.
2.10 The Company shall provide Investor, including its
designated Service Providers, continuous access to the IRIDIUM Space System, in
the form of minutes of use or fractions thereof, commencing at such time as
Investor's Gateway has been constructed, tested and commissioned in accordance
with the Gateway Master Plan and can be demonstrated to the Company to be in
full and satisfactory compliance with the applicable mandatory provisions of
the ISP and all other applicable terms of this Agreement. This right of
continuous access shall be subject to maintaining full and satisfactory
compliance with the applicable mandatory and material provisions of the ISP,
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this Agreement and the SPA. The ISP, and the Company in the administration of
the ISP, will provide Investor with specific test criteria and guidance with
respect to the operation of the Investor's Gateway in order to assess such
compliance with the ISP. Such test criteria and guidance shall be supplied to
Investor sufficiently in advance of the dates upon which Investor's Gateway is
expected to comply with the ISP so that Investor has a reasonable opportunity
to bring its Gateway into compliance.
2.11 Any transmission to or other use of the Space System
by Investor's Gateway or by any of its designated Service Providers, or their
respective customers, will comply with all applicable and material governmental
rules and regulations and with the applicable mandatory provisions of the ISP
in order to maintain the operating integrity of the IRIDIUM Communications
System. In the event that Investor fails to maintain the Gateway in substantial
compliance with the applicable mandatory provisions of the ISP, then the
Company shall promptly notify Investor of the deficiency. Investor shall take
such action as may be required, in light of the nature of the deficiency, to
eliminate the deficiency within a reasonable time. Investor and the Company
recognize that certain deficiencies may require immediate action to maintain
the integrity and continued operation of the IRIDIUM Communications System.
When, in the Company's reasonable judgement, such action is required, Investor
will comply with instructions of the Company, which may include cessation of
Gateway transmissions or other appropriate actions. The Company shall have the
right to suspend access to the IRIDIUM Space System if the Company reasonably
determines that such continued access would harm overall system operation and
either a) Investor has failed to take previously requested corrective action or
b) the need for immediate action by the Company is required to avoid harm to
overall system operation. When the Company has determined the need for such
immediate action to be taken it will, to the extent practicable, provide
advance notice of such immediate action, but in any event will provide at least
concurrent notice thereof. Such notice will provide the basis for the
determination by the Company that such immediate action is required.
2.12 Investor will use its reasonable best efforts to
ensure that its Gateway and, to the extent practicable, any Subscriber Unit
issued by its designated Service Providers operate under specified rules and
commitments that allow the Company to implement the provisions of this
Agreement, including, specifically, Section 2.11, above.
ARTICLE III
PRICING POLICIES AND PRACTICES
3.1 The Board of Directors of the Company will establish
the pricing policies and practices, including specific rates, and currency
requirements (taking into account the effect of currency fluctuations)
governing access to the IRIDIUM Space System. Initial pricing policies and
practices will be supplied to Investor sufficiently in advance of the date upon
which the IRIDIUM Communications System becomes operational for them to be
implemented by Investor. Any pricing policies and recommendations of the
Company will be developed on the basis of prior consultation with Investor.
Notice of any change in pricing policies and practices shall be given to
Investor no less than sixty (60) calendar days in advance of its effective
date. Investor will comply with these pricing policies and practices to the
extent permitted by applicable law and regulation.
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3.2 The Investor shall cooperate with the Company in
developing and implementing pricing policies, revenue sharing, and distribution
plans which are applicable to the IRIDIUM Communications System.
ARTICLE IV
THE IRIDIUM CLEARINGHOUSE
4.1 The Company will use its reasonable best efforts to
establish and have operational the IRIDIUM Clearinghouse function on or before
the operational date of the IRIDIUM Communications System. The Clearinghouse
function will be developed in consultation with Investor. The Clearinghouse
function will be designed and operated primarily to:
4.1.1 serve as the central point for collection of all call
detail records produced within the network;
4.1.2 provide the services of correlation, wholesale
rating, and re-distribution of the call detail
records;
4.1.3 calculate the Net Settlement Position (defined in
4.2, below) among each of Iridium, Inc. and all
Gateway operators;
4.1.4 execute the net settlements; and
4.1.5 serve as the publication and distribution
organization for various IRIDIUM Communications
Services publications.
4.2 Net Settlement Position is determined by calculating
the amount owed by every IRIDIUM business entity (Iridium itself and every
Gateway operator) to every other IRIDIUM business entity. Amounts owed by each
entity to another entity are then netted out so as to minimize the number of
payments which must be made.
4.3 The Clearinghouse may also provide additional
services that Investor may request from time to time on an as-available basis
under supplemental agreement, including fee, agreed to between the Company and
Investor. Such additional services may include calculation of the Net
Settlement Position among Investor, its designated Service Providers, the
Authorized Entities and, where feasible, its Interconnected Carriers and may
also include provision of a funds management service required for the
implementation of the Net Settlements.
ARTICLE V
REPORTING REQUIREMENTS
5.1 In order to provide the Company with timely data
necessary to manage the IRIDIUM Communications System, including the functions
of the Clearinghouse, information which includes, but is not limited to, the
following will be provided by Investor in the form, content and frequency
specified in the ISP: call detail records and other
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network statistics as recorded in Investor's Gateway; operating and financial
data and information, including number of subscribers and users; number of new
and discontinued subscribers and users; number of subscriber units sold or in
use by type; total minutes of use; dropped calls; and, where applicable, number
of debit cards sold and face value thereof. Such data and information will be
made available only to Investor and to others designated by Investor, upon
reasonable request, but only with the consent of the providing Investor.
ARTICLE VI
GLOBAL SPECTRUM ALLOCATIONS AND OTHER ITU ISSUES
6.1 In the interest of ensuring that the IRIDIUM
Communications System, including its space and ground components, receives
sufficient allocations of interference-free radio frequency spectrum,
Investor, with the cooperation and support of the Company, will use its
reasonable best efforts, as provided for in the SPAs, to obtain from the
government of each jurisdiction within its Gateway Service Territories
allocations of the frequencies necessary to operate and use the IRIDIUM
Communications System, including requesting the governments of each
jurisdiction within Investor's Gateway Service Territories to support
Company-approved positions at World Radio Communication Conferences of the
International Telecommunication Union and to facilitate the coordination and
use of frequencies allocated to the System.
6.2 In the interest of ensuring that the IRIDIUM
Communications System is able to operate fully and effectively, Investor, with
the cooperation and support of the Company, will use its reasonable best
efforts to support Company-approved positions, including, but not limited to,
assignment of a country code for the IRIDIUM Communications System, at the
International Telecommunication Union and other relevant bodies and shall use
its reasonable best efforts to secure the support of the government of each
jurisdiction within its Gateway Service Territories for such positions.
ARTICLE VII
GENERAL PROVISIONS
7.1 RESOLUTION OF DISPUTES
7.1.1 In the event of any dispute arising under this
Agreement, including any allegation of breach and any
failure to reach mutual agreement hereunder, the
parties shall refer the matter for consideration and
solution by the responsible executives of the
parties. Either party may commence such proceedings
by delivering to the other party a written request
for such a meeting. Such request shall describe the
dispute and identify the requesting party's
responsible executive for purposes of resolving the
dispute. The party receiving such a request shall
have seven (7) calendar days to designate in writing
to the requesting party its responsible executive for
the purpose of resolving the dispute. The responsible
executives shall meet within thirty (30) calendar
days at such time and location as may be mutually
agreed to resolve the dispute. The responsible
executives shall use their reasonable
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best efforts to resolve the dispute within fourteen
(14) calendar days following their meeting.
7.1.2 If the responsible executives are unable to resolve
the dispute they shall propose a mechanism for
resolving the dispute. Such mechanism may include
mediation or any other means of resolution. If the
responsible executivee unabl o agreagree on a
mechanism for dispute resolution or if the mechanism
used does not result within a reasonable time in a
binding decision, the dispute shall be settled by
arbitration.
7.1.3 Any arbitration of the dispute shall be conducted in
Stockholm, Sweden in accordance with the Rules of the
Arbitration Institute of the Stockholm Chamber of
Commerce with instructions that the arbitration be
conducted in the English language. The arbitration
award shall be final and binding on the parties and
shall be enforced in accordance with its terms. The
arbitration fee shall be borne by the party as
designated by the arbitration award. In the course of
such arbitration, this Agreement shall be
continuously performed except with respect to the
part hereof which is the subject of, or which is
directly and substantially affected by, the
arbitration. In any such arbitration proceeding, any
legal proceeding to enforce any arbitration award and
any other legal action between or among the parties
pursuant to or relating to this Agreement or the
transactions contemplated hereby, Investor expressly
waives the defense of sovereign immunity and any
other defense based on the fact or allegation that it
is an agency or instrumentality of a sovereign state.
Any award of the arbitrators shall be enforceable by
any court having jurisdiction over the party against
which the award has been rendered and such award
shall be enforceable in accordance with the United
Nations Convention on the Reciprocal Enforcement of
Arbitral Awards (1958).
7.2 LIMITATION OF LIABILITY
Neither the Company nor Investor, nor any director, officer
or employee of either, nor any representative or agent of
either acting in the performance of their functions, shall be
liable to any Investor or to the Company, nor shall any claim
be made against any of them, for injury, loss or damage
sustained by reason of any unavailability, delay, faultiness
or failure of the facilities and services provided or to be
provided by the Company or by Investor pursuant to or as a
result of this Agreement.
7.3 DISCLOSURE AND USE OF INFORMATION BY THE PARTIES
7.3.1 "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 Agreement to be Proprietary Information
protected hereunder, the disclosing party shall
identify the
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information as proprietary at the time of the
disclosure and, within fourteen (14) calendar 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.
7.3.2 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 purposes provided for in this Agreement 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 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.
7.3.3 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 Agreement; information received without
restrictions from other sources (so long as the
receiving party had no reason to believe that the
information was obtained by illegal means);
information known to the receiving party prior to
disclosure and 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;
information for which further use or disclosure by
the recipient is authorized in writing by the
disclosing party; information required to be
disclosed to any persons involved in insuring risks
hereunder; or information required to be disclosed
pursuant to an order of a governmental entity,
provided, however, that the party receiving such an
order shall submit the requested information under
procedures, if available, which will avoid public
disclosure of the information.
7.4 TRADEMARKS
Any proposed use of the trademarks, trade names, and service
marks owned by the Company shall only be undertaken in
accordance with the IRIDIUM Guidelines and Style Manual, which
will be prepared and distributed by the Company independently
of this Agreement.
7.5 GOVERNMENT MATTERS
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7.5.1 All undertakings and obligations assumed hereunder by
either party are subject to the issuance and
continuance of all necessary governmental licenses,
waivers, consents, registrations, permissions and
approvals.
7.5.2 Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be
effective and valid under applicable law, but if any
provision of this Agreement is held to be prohibited
by or invalid under applicable law such provision
shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the
remainder of this Agreement.
7.5.3 Except for taxes based upon profits of the Company
arising from the Company doing or determined by law
to be doing business within any of Investor's
allocated territories, the Company will not be
responsible or liable for taxes which may be imposed
in any of the territories allocated to Investor
arising from any of the services provided or derived
from the services provided under this Agreement, and
Investor shall indemnify and hold the Company
harmless from any such taxes, fees, import duties, or
other similar charges that may be so imposed upon the
Company.
7.6 ASSIGNMENT
This Agreement, including both rights and obligations conveyed
hereunder, may not be assigned by either party without the
prior written consent of the other party except as provided
for in the SPAs. Either party may carry out its
responsibilities hereunder through the use of third parties,
including joint venture companies established for the purpose
of financing and operating a Gateway and distributing IRIDIUM
services. However, the party performing its obligations and
responsibilities in such manner shall remain obligated for
performance hereunder.
7.7 NOTICES
All notices and other communications provided for in this
Agreement shall be in writing, shall be in the English
language, and shall be sufficiently given if made by hand
delivery, by telecopier (but only if such notice is also sent
by one of the other means described herein), by reputable
express courier service charges prepaid, or by registered or
certified mail, postage prepaid and returned receipt
requested. All such notices and other communications shall be
deemed duly to have been given: when delivered by hand, if
personally delivered; five (5) business days after being
deposited with a reputable express courier service, charges
prepaid sent by express cT"; se; se(7) business days after
beinbeinposited in the mail, postagetagepaid, if delivered by
mail; il; when receipt ipt is acknowledged by the recipient,
if telecopied. Notices shall be sent to Iridium at ▇▇▇▇▇ ▇▇▇,
▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇, Attn: V.P.
Network Operations; telecopier ▇▇.▇▇▇.▇▇▇.▇▇▇▇. Notices to
Investor shall be sent to the address and telecopier specified
in accordance with Investor's SPAs. Either party may by notice
properly given change the address and telecopier number to
which notice is to be sent. Business days shall be calculated
in accordance with practices at the destination of the notice.
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7.8 GOVERNING LAW
The governing law of this agreement shall be the law of the
jurisdiction specified in the section entitled "Governing Law"
of the SPAs.
7.9 ENTIRE AGREEMENT
Except as provided in this section 7.9, this Agreement
constitutes the entire agreement among the parties with
respect to its subject matter. It supersedes any
understandings, agreements, or representations by the parties,
written or oral, made prior to the time this Agreement is
entered into, except that it shall not supersede the SPAs. In
the event of any conflict between this Agreement and the SPAs,
the SPAs shall control except that the resolution of disputes
shall be conducted as provided for herein.
7.10 NOTIFICATION OF MODIFICATIONS
A copy of each gateway authorization agreement executed with
the Company shall be sent to Investor and any modification of
such agreement shall be noticed, in writing, to Investor.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement on the day and year indicated and first above written.
COMPANY: INVESTOR:
By: By:
------------------------------------- ------------------------------
Its: Vice President, Business Operations Its:
----------------------------------- -----------------------------
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GATEWAY AUTHORIZATION AGREEMENT
ANNEX A
Examples of the types of services that could be agreed upon between the Company
and Investor include the following:
1. Staffing requirements by function, including job
descriptions and recommendations for staffing levels
relative to customer service, MIS, marketing and
operations.
2. Training and support relative to implementation of
IRIDIUM System Practices.
3. Planning, negotiation and implementation of
interconnect arrangements.
4. Refinement of traffic models and subscriber
projections as a basis for proper sizing of the
Gateway.
5. The creation of a plan to obtain the appropriate
licenses and spectrum needed to commission and
operate the Gateway.
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GATEWAY AUTHORIZATION AGREEMENT
ANNEX B
Examples of recommended policies and practices that the Company could provide
to Investor in support of Section 2.8 are:
1. Recommend Service Provider staffing by function,
including guidelines with respect to the suggested
ratio of sales people and/or customer service, and/or
credit and collection, to subscriber count.
2. Recommend promotional budgets, cooperative
advertising programs, and other initiative designed
to reward star Service Providers.
3. Provide sample agreements which may be used between
Investor and its Service Providers.
4. Assist in the identification of qualified Service
Provider candidates.
5. Establish target industries and/or companies for
penetration based upon (a) global account contacts
and/or (b) minutes of use programs which call for
corporate discounts based upon usage thresholds.
The Company will also propose for Investor's consideration various discount
pricing approaches designed to stimulate use of the IRIDIUM Communications
System. Such discounts can be based upon several variables, including
achievement, in any given year, of specified minimum use objectives or
thresholds which if achieved would lead to a discount on additional billable
minutes of use.
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