Exhibit 10(iii)
CONTRACT
C262RS
BETWEEN
MOTOROLA, INC.
GOVERNMENT And SYSTEMS TECHNOLOGY GROUP
SATELLITE COMMUNICATIONS DIVISION
AND
SOFTWARE TECHNOLOGY INC.
IN SUPPORT OF THE
IRIDIUM(R) COMMUNICATIONS SYSTEM
FEBRUARY 7 1994
IRIDIUM is a registered trademark and service xxxx of Iridium, Inc.
TABLE OF CONTENTS
PREAMBLE.................................................................4
RECITALS.................................................................4
CLAUSES..................................................................4
1. DESCRIPTION OF WORK............................................4
2. PERFORMANCE SCHEDULE...........................................6
3. PRICE AND PAYMENT..............................................6
4. INVOICES.......................................................6
5. AUTHORIZED REPRESENTATIVES.....................................6
6. GENERAL TERMS AND CONDITIONS...................................7
7. EXHIBITS.......................................................7
8. ORDER OF PRESCEDENCE...........................................7
9. KEY PERSONNEL..................................................8
10. DEVELOPMENT OF COPYRIGHTABLE WORKS AND
SOFTWARE.......................................................8
ll. PROPOTETARY INFORMATION........................................8
12. CODE OF CONDUCT................................................9
13. DEVELOPMENT AND OWNERSHIP OF
OS/COMET ENHANCEMENTS..........................................9
14. OS/COMET SOFTWARE SOURCE CODE
IN ESCROW......................................................9
15. BACKGROUND INTELLECTUAL
PROPERTY DESCRIPTION...........................................9
16. ASSIGNMENT OF COPYRIGHTS.......................................10
17. TERMINATION OF LETTER CONTRACT.................................10
18. MODIFICATIONS OF GENERAL
TERMS AND CONDITIONS................................. 10
19. RELATIONSHIP WITH OTHER AGREEMENTS................... ll
20. EFFECTIVE DATE....................................... 11
SIGNATURES..................................................... 11
EXHIBITS
GENERAL TERMS AND CONDITIONS.............................. PREPRINTED
KEY PERSONNEL LIST........................................ B-1
COPYRIGHT ASSIGNMENT...................................... C-1
OS/COMET DEFINITION....................................... D-1
MOTOROLA CODE OF CONDUCT.................................. E-1
OS/COMET SOFTWARE SITE LICENSE AGREEMENT.................. F-1
MAINTENANCE SUPPORT....................................... G-1
DELIVERABLES AND DELIVERY SCHEDULE........................ H-1
PRICES AND PAYMENT SCHEDULE............................... I-1
STATEMENT OF WORK - BUILD 2............................... J-l-l
PREAMBLE
This contract is entered into between Motorola, Inc., acting through the
Satellite Communications Division of the Government and Systems Technology
Group, (hereinafter "Motorola"), a Delaware corporation with offices located at
0000 Xxxxx Xxxxx Xxxx, Xxxxxxxx, Xxxxxxx 00000-0000, and Software Technology,
Inc. (hereinafter "STI"), a Florida corporation with offices located at 0000
Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxx 00000-0000.
RECITALS
WHEREAS, Motorola is developing a global personal communications system
known as the IRIDIUM Communications System that will use a constellation of
satellites in low-earth orbit, and a number of "gateway" surface facilities in
various countries around the world that will link the satellites with the
public-switched telephone network; and,
WHEREAS, Iridium, Inc.; a privately-owned Delaware corporation is intended
to become the owner/operator of the Space System portion of the IRIDIUM
Communications System; and,
WHEREAS, Motorola and Iridium, Inc. executed an Iridium Space System
Contract which is intended to function as the mechanism whereby Motorola will
sell to Iridium, Inc. The Space System portion of the Iridium Communications
System; and,
WHEREAS, Iridium, Inc. and Motorola have executed and IRIDIUM
Communications System Operations and maintenance contract, whereby Motorola will
operate and maintain the IRIDIUM Space System for a period of five years
following completion of the Space System contract; and,
WHEREAS, Motorola intends to supply various Gateway configuration under
separate contracts with operators of IRIDIUM Gateways; and,
WHEREAS, this Contract is intended to function as the vehicle by which
STI shall provide Satellite and Ground Control Software for the System Control
Segment of the IRIDIUM Communications System as a subcontractor to Motorola
under the aforementioned Contacts; and,
NOW, THEREFORE, in consideration of the foregoing, Motorola and STI (the
"PARTIES") agree as follows:
CLAUSES
1. DESCRIPTION OF WORK.
(a) STI shall license the OS/COMET software described in OS/COMET
Definition, Exhibit D, under terms of the mutually agreed to OS/COMET Software
Site License Agreement, Exhibit F. As Contract Line Item Number (CLIN) 1.1, STI
shall install OS/COMET Release 2.1 on Motorola's designated computer platform in
accordance with the provisions of Exhibit J.1, Statement of Work - SGC Build 2.
- (b) As CLIN 1.2, STI shall provide Maintenance Support for the OS/COMET
software in accordance with the provisions of Exhibit G, "Maintenance Support".
(c) STI shall provide, on a firm-fixed-price basis, the necessary labor,
materials, personnel, facilities and services required to design, develop,
manufacture, test and deliver Satellite & Ground Control ("SGC") software. The
SGC software to be provided under this Contract shall be accomplished under
tasks, otherwise known as Software Builds (sequentially numbered 2
through 6), which shall be defined, negotiated, and authorized on an incremental
basis. Each Software Build undertaken shall be in accordance with its own
Statement of Work (SOW). As Software Builds are defined and negotiated, an
amendment to this Contract authorizing the work, and defining prices, payments,
and delivery schedules for the particular Software Build shall be executed.
(i) As CLIN 2.1, STI shall provide SGC Software Build 2 in
accordance with Exhibit J. l, Statement of Work - SGC Build 2:
(d) Motorola and STI are in agreement that Design-To-Cost (DTC) principles
will be applied to ensure that Motorola receives the best and most useful
Satellite and Ground Control (SGC) software application that can be delivered
for the price. The following list of DTC principles shall be applied as
guidelines for Motorola and STI to follow in achieving the desired SGC
capability:
PROPRIETARY INFORMATION
(vi) STI shall establish and maintain vigorous communications with key
Motorola technical and contracting personnel to thoroughly and
effectively communicate
the nature and impact of design changes that result from the
considerations outlined above.
(e) STI shall collocate sufficient Systems Engineers and Project Management
personnel with the SGC Product Team in Motorola's Chandler, Arizona facilities
to satisfy Software Build SOW's. Motorola shall provide STI personnel who are
required to be on-site at Motorola's Satellite Communications Division
facilities at Chandler, Arizona with office space, telephone and other
facilities reasonably required for the performance of the tasks associated with
a Software Build SOW.
2. PERFORMANCE SCHEDULE.
(a) For SGC Software Build 2, STI shall perform all work hereunder and
deliver the Goods Documentation and Services of Contract Line Item Numbers
(CLIN's) 1.1 through 2.1 as required by the Statement of Work - SGC Build 2,
Exhibit X.x, in accordance with the performance schedule in Exhibit H,
Deliverables and Delivery Schedule.
3. PRICE AND PAYMENT.
(a) SGC Software Build 2. For complete and timely delivery of the Goods,
Documentation and Services specified in CLIN(s) 1.1 through 2.1, Motorola shall
pay STI the firm-fixed-prices specified in Exhibit I, Prices and Payment
Schedule.
4. INVOICES
Invoices for payment shall be sent to Motorola at the following address:
MOTOROLA, Inc.
Government and Systems Technology Group
Accounts Payable
X.X. Xxx 0X
Xxxxxxxxxx. X0: 85252
A copy of each invoice shall be sent concurrently to Motorola's
Contracting Representative.
5. AUTHORIZED REPRESENTATIVES. (a) The only representatives of Motorola and
STI authorized to make changes to this Contract and to sign contractual
documents (the "Contracting Representatives") are the following:
MOTOROLA SOFTWARE TECHNOLOGY, INC.
Satellite Communications Division 0000 Xxxxx Xxxx
0000 Xxxxx Xxxxx Xxxx Xxxxxxxxx, Xxxxxxx 00000-0000
Chandler, Arizona 85248-2899
11
Attn: Xxxxxx Xxxxxx, Mail Stop Attn: Xxx Xxxxxxx
G1153 Strategic Business Manager S Secretary/Treasurer
Phone: (000) 000-0000 Phone: (000) 000-0000
FAX: (000) 000-0000 FAX: (000) 000-0000
Alternate: Attn: Xxxx Xxxxxxx, Mail Alternate:
Stop G1153 Strategic Business Attn:
Manager Phone: (000) 000-0000
FAX: (000) 000-0000
Phone:
FAX:
(b) Either Party may change its aforementioned representatives at any
time by providing written notice to the other Party.
6. GENERAL TERMS AND CONDITIONS
MOTOROLA'S GENERAL TERMS AND CONDITIONS OF PURCHASE FOR THE IRIDIUM
COMMUNICATIONS SYSTEM (Apr 94) attached hereto as Exhibit A shall govern this
Contract, except to the extent expressly modified herein. Provisions of this
Contract shall be referred to as "Clauses" and provisions of Exhibit A shall be
referred to as "Articles."
7. EXHIBITS
The following Exhibits attached hereto are hereby incorporated by
reference into this Contract:
Exhibit A Motorola's General Terms and Conditions of Purchase for the
IRIDIUM Communications System (Apr 94).
Exhibit B Key Personnel List
Exhibit C Copyright Assignment
Exhibit D OS/COMET Definition
Exhibit E Motorola Code of Conduct
Exhibit F OS/COMET Software License Agreement
Exhibit G Maintenance Support
Exhibit H Deliverables and Delivery Schedule
Exhibit I Prices and Payment Schedule
Exhibit J.1 Statement of Work - SGC Build 2
8. 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:
(a) These Contract Clauses
(b) Exhibit A, General Terms and Conditions of Purchase
(c) Exhibit J.1, Statement of Work - SGC Build 2
(d) Exhibit H, Deliverables and Delivery Schedule
(e) Exhibit I, Prices and Payment Schedule
(f) Exhibit F, OS/COMET Software License Agreement
(g) Exhibit C, Copyright Assignment
(h) Exhibit D, OS/COMET Definition
(i) Exhibit G, Maintenance Support
(j) Exhibit B, Key Personnel List (k)
Exhibit E, Motorola Code of Conduct
9. KEY PERSONNEL
It is understood that the key STI personnel assigned to this work and
identified in Exhibit B are essential to the successful completion of the work
hereunder and that they shall not be reassigned or replaced except upon unusual
and pressing changes in business conditions. STI shall notify Motorola ten (10)
days prior to reassignment or replacement of any key personnel. All changes in
key personnel must be pre-approved by Motorola. Any replacement of key
personnel must be with personnel who are equally knowledgeable and capable.
10. DEVELOPMENT OF COPYRIGHTABLE WORKS AND
SOFTWARE.
(a) If the work identified in Clause 1, Description of Work, of this
Contract includes the development of copyrightable works, including software, to
be created in whole or in part by STI and or its Subcontractors such
copyrightable works are works for hire for Motorola. Such copyrightable works
are and shall be the exclusive property of Motorola, in which Motorola has all
rights, title and interest, including copyright renewal rights.
(b) STI does not have and shall not be deemed to have any rights, title,
or interest in such copyrightable works or in software developed under this
Contract whether under trade secret, copyright, patent or other intellectual
property laws.
(c) STI will not disclose copyrightable works or software developed
hereunder to third parties unless the disclosure is specifically authorized in
writing by Motorola.
(d) STI will assist Motorola and its nominees in every reasonable way
during and subsequent to the term of this Contract (at Motorola's request and
expense) to obtain for Motorola or its nominee's benefit, copyrights or other
forms of legal protection on such works throughout the world.
11. PROPRIETARY INFORMATION.
The Parties have executed a Mutual Non-Disclosure Agreement ("NDA"), dated
21 February 1991 and amended 19 March 1993. For purposes of this Contract,
Article 10 of the "General Terms and Conditions of Purchase" dated April, 1994
(Exhibit A), entitled "Intellectual Property Rights", shall supersede the NDA.
Otherwise, the NDA shall remain in full force and effect.
12. CODE OF CONDUCT.
Notwithstanding STI's status as an independent contractor, STI agrees that,
with respect to all work performed under or related to this Contract, STI will
comply with all applicable provisions of the Motorola CODE OF CONDUCT (CODE),
Exhibit E hereof. Should STI require interpretation of any section of the CODE
or its application to any specific situations, STI shall contact Motorola's
Senior Counsel, Xxxxx Xxxxxxxxx, at 0000 X. Xxxxx Xxxx, Xxxxxxxx, Xxxxxxx (602)
7323181. STI agrees to indemnify and hold Motorola harmless of, from, for and
against all claims or damages arising from its failure to comply with this
provision.
13. DEVELOPMENT AND OWNERSHIP OF OS/COMET ENHANCEMENTS.
STI understands and agrees that STI shall fund, independently from this
Contract funding, and develop features and/or enhancements identified as
OS/COMET Release 2.1. These features shall be incorporated as part of the
OS/COMET product as offered for sale to the general public. STI further
understands and agrees that the development of these features and enhancements
and their incorporation into the OS/COMET software is of critical importance to
Motorola. STI further agrees that these features and enhancements shall be made
available to Motorola as part of the SGC software in accordance with the
schedule identified in Exhibit H, Deliverables and Delivery Schedule.
14. OSICOMET SOFTWARE SOURCE CODE IN ESCROW.
(a) STI hereby agrees to place OS/COMET software source code and any
related documentation in escrow with a mutually acceptable, United States of
America based, software escrow agent. Further, STI shall agree that the
agreement with the escrow agent provides for release of the source code and
related documentation to Motorola under the following conditions.
(i) STI is unwilling or unable to support or maintain the OS/COMET
software in breach of the provisions of this Contract; or
(ii) STI, as a corporation, is declared bankrupt or is dissolved; or
(iii) this Contract is terminated for Default under the provisions of
Article 21, Default, of the General Terms and Conditions of
Purchase (Exhibit A), or
(iv) if the ownership of a majority of the outstanding shares of
stock of STI is acquired by a third party (either by a change
or series of changes in such ownership) and such third party
directly or indirectly competes with Motorola in terrestrial or
space-based cellular communications.
(b) The period for which OS/COMET software and related documentation,
including updated source code and related documentation corresponding to any new
product releases which STI may from time to time produce, shall be maintained in
escrow for a minimum of nine (9) years from the date of this Contract. Motorola
may, solely at its option, elect to cancel the requirement for this Escrow
Account at any time prior to the expiration of this nine (9) year period.
15. BACKGROUND INTELLECTUAL PROPERTY DESCRIPTION.
Exhibit D, entitled "OS/COMET Definition", contains a description of the
OS/COMET software, associated layered applications, and related documentation
constituting the OS/COMET software as of the date of this Contract. This
description shall serve as further definition of the "Background Intellectual
Property" as described in Article 10, Intellectual Property Rights of the
General Terms and Conditions of Purchase (Exhibit A). As new product releases of
OS/COMET are made by STI, STI shall provide an updated and current list to
Motorola for incorporation into Exhibit D.
16. ASSIGNMENT OF COPYRIGHTS.
Upon completion and delivery of the Software Builds and associated
documentation constituting the SGC software, described in a Software Build SOW,
STI agrees to provide a complete description of the software and documentation
constituting each Software Build which will be incorporated into a Copyright
Assignment (Exhibit C). STI further agrees to execute a Copyright Assignment for
each Software Build, of the form contained in Exhibit C upon the request of
Motorola.
17. TERMINATION OF LETTER CONTRACT.
This Contract constitutes the definitive contract referenced in Paragraph
4, entitled "Negotiation", of Letter Contract No. C262RS between the Parties
dated 30 March 1994. Consequently, upon execution of this Contract, said Letter
Contract shall terminate and is hereby superseded by this Contract, no further
payments shall be made by Motorola to STI and no further claims shall be made by
STI under said Letter Contract.
18. MODIFICATION OF GENERAL TERMS AND CONDITIONS.
Motorola's General Terms and Conditions of Purchase for the IRIDIUM
Communications System (Apr. 94), Article 177 Warranty, paragraph (a) is hereby
modified in its entirety to read:
PROPRIETARY INFORMATION
19. RELATIONSHIP WITH OTHER AGREEMENTS
The following agreement, soon to be executed, relates to the effort
described herein. The rights and responsibilities of the parties within this
related agreement is set forth within the separate and independent agreement.
Professional Services Agreement C300RS, dated May 5, 1994
20. EFFECTIVE DATE
This Contract shall be deemed effective as of February 7, 1994.
SIGNATURE
S
IN WITNESS WHEREOF, the authorized representatives of the Parties have
executed this Contract by signing below.
MOTOROLA, INC. SOFTWARE TECHNOLOGY, INC.:
Satellite Communications Division:
BY /s/ Xxxxxx Xxxxxx BY /s/ Xxx Xxxxxxxxxx
-------------------------------- ------------------------
Xxxxxx Xxxxxx Xxx Xxxxxxxxxx
Strategic Business Manager VP Advanced Programs
