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EXHIBIT 10.7
AMENDMENT NO. 4
TO THE
IRIDIUM(R) TERRESTRIAL NETWORK DEVELOPMENT CONTRACT
WHEREAS, Iridium Operating LLC (hereinafter called "Iridium") and
Motorola, Inc. (hereinafter called "Motorola") have previously entered into
that certain IRIDIUM Terrestrial Network Development Contract (hereinafter
called the "TNDC") effective January 1, 1993, including Amendments Nos. 1, 2
and 3 thereto, respectively dated November 2, 1995, August 20, 1996, and June
20, 1997; and
WHEREAS, Iridium and Motorola desire to further amend the terms and
conditions of the TNDC in order to accommodate changes to the scope of work to
be performed thereunder.
NOW, THEREFORE, in consideration of the foregoing and pursuant to
ARTICLE 8, CHANGES of the TNDC, Iridium and Motorola agree to the following
changes to the TNDC.
1. Amend Article 2, DESCRIPTION OF WORK, by adding the following new
paragraphs:
"M. Motorola shall provide the Message Origination Controller
(MOC) Language Prompts as set forth in Section 15.0 of Exhibit
A hereto.
N. Motorola shall provide Messaging Features as set forth in
Section 16.0 of Exhibit A hereto.
O. Motorola shall provide the GBS Browser as set forth in Section
17.0 of Exhibit A hereto.
P. Motorola shall provide the Inter-Gateway Transit of Fax and
Data Calls * as set forth in Section 18.0 of Exhibit A hereto.
Q. Motorola shall provide * Regional Service as set forth in
Section 19.0 of Exhibit A hereto.
R. Motorola shall provide Aeronautical Services Support as set
forth in Section 20.0 of Exhibit A hereto.
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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S. Motorola shall provide the IRIDIUM(R) Cellular Roaming Service
* as set forth in Section 21.0 of Exhibit A hereto.
T. Motorola shall provide the * Encryption as set forth in
Section 22.0 of Exhibit A hereto."
2. Amend Article 4, DELIVERY SCHEDULE, by adding the following new
paragraph:
"D. Motorola shall perform work required under Paragraphs M
through T of ARTICLE 2, DESCRIPTION OF WORK, in accordance
with the Milestones in Sections 15.0, 16.0, 17.0, 18.0, 19.0,
20.0, 21.0 and 22.0 of Exhibit A hereto."
3. Amend Article 5, PRICE, to provide pricing for the additional work set
forth in Paragraphs M and N of Article 2, DESCRIPTION OF WORK by
adding the following new paragraphs:
"I. Paragraph M - *
J. Paragraph N - *
K. Paragraph O - *
L. Paragraph P - *
M. Paragraph Q - *
N. Paragraph R - *
O. Paragraph S - *, which amount includes * for the initial term
of the IIU Extended Maintenance as provided in Article 10 of
this Contract, and which corresponds to Section 21.0 of
Exhibit A hereto.
P. Paragraph T - *"
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 2
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4. Amend Article 6, PAYMENT, by adding the following new paragraphs:
"I. The amounts to be paid under Paragraphs I, J, L, M, N, O and P
of ARTICLE 5, PRICE, shall be paid by Iridium to Motorola as
follows:
1. Upon Motorola's completion of any of the milestones
corresponding to Paragraphs I, J, L, M, N, O or P,
Motorola shall provide notice to Iridium of such
completion.
2. Upon such notification, Iridium shall have twelve
(12) months from such milestone completion date to
pay Motorola the full amount corresponding to such
milestones plus interest on such amount at a rate of
* per annum beginning on the corresponding milestone
completion date.
3. *
5. Amend Article 10, WARRANTY, by deleting in its entirety the first
sentence of Paragraph B.2 which reads:
"b. Motorola also warrants that the Software licensed to Iridium
pursuant to this Contract will be free from Service Affecting
or Performance Affecting Software Defects during the one (1)
year period immediately following Conditional Acceptance
thereof as defined in Section 11.3 of Exhibit A hereto."
and replacing it with:
"b. Motorola also warrants that the Software licensed to Iridium
pursuant to this Contract will be free from Service Affecting
or Performance Affecting Software Defects during the one (1)
year period immediately following Conditional Acceptance
thereof as defined in Sections 11.3 and 21.3.5 of Exhibit A
hereto."
6. Amend Article 10, WARRANTY, by deleting in its entirety the first
sentence of Paragraph C.1 which reads:
"I. Motorola shall provide IIU Extended Maintenance (IIU-EM to
Iridium beginning at Conditional Acceptance of the IIU as
defined in Section 11.3 of Exhibit A hereto and ending on *."
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 3
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and replacing it with:
"I. Motorola shall provide IIU Extended Maintenance (IIU-EM to
Iridium beginning at Conditional Acceptance of the IIU as
defined in Sections 11.3 and 21.3.5 of Exhibit A hereto and
ending on *."
7. Amend Article 10, WARRANTY, by deleting in its entirety the last
sentence of Paragraph C.2 which reads:
"Within thirty (30) days following commencement of the
extended term, and receipt of Motorola's invoice, Iridium
shall pay Motorola * for the IIU-EM."
and replacing it with
"Within thirty (30) days following commencement of the
extended term, and receipt of Motorola's invoice, Iridium
shall pay Motorola * for the IIU-EM."
8. Amend Article 24, AUTHORIZED REPRESENTATIVES, by adding the names
"Xxxxxx X. Xxxxxxx" and "Xxxxxxx Xxxxxxxxx" to the listing of representatives
for Motorola, and "Xxxxxx Call" to the listing of representatives for Iridium.
9. Delete Exhibit A, including Appendices A, B, and C thereto, in its
entirety and substitute the attached new Exhibit A.
10. The TNDC, as amended by Amendments Nos. 1, 2 and 3, and this Amendment
No. 4, constitutes the entire agreement between the parties, and except as
specifically amended by the Amendments, all provisions of the TNDC remain in
full force and effect.
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 4
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IN WITNESS WHEREOF, the undersigned have executed this
Amendment No. 4 to the TNDC effective this 8th day of May, 1998.
IRIDIUM OPERATING LLC MOTOROLA, INC.
/s/ X. X. XXXXXXX /s/ XXXXXX X. XXXXXXX
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Typed Typed
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 5
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THE IRIDIUM(R)
TERRESTRIAL NETWORK DEVELOPMENT CONTRACT
EXHIBIT A
STATEMENT OF WORK
FOREWORD
This document contains the scope of work to be performed by the Satellite
Communications Division (SATCOM) of Motorola, Inc. (Motorola) located in
Chandler, Arizona under the Terrestrial Network Development Contract with
Iridium LLC located in Washington, D.C. The work in this document includes the
non-recurring engineering design, development and test efforts associated with
the IRIDIUM Gateway Equipment which will be sold by Motorola under separate
contracts with Gateway Operators.
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IRIDIUM is a registered trademark and service xxxx of Iridium LLC
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 5
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15.0 MESSAGE ORIGINATION CONTROLLER (MOC) LANGUAGE PROMPTS
15.1 OVERVIEW
The design of the Message Origination Controller (MOC) has the
capability of supporting message prompts in a total of * languages per
each Gateway. * standard message prompt languages * shall be provided
with the MOC as part of the standard MOC feature set. The MOC shall
also support up to * additional message prompt languages as options
per each Gateway. These * additional message prompt languages for
each Gateway site can be chosen from the list of * languages that are
identified below.
15.2 IMPLEMENTATION
Motorola shall translate, record and edit the individual words and
phrases for the MOC prompts in the * non-standard languages identified
below. The MOC will concatenate these words and phrases to form the
actual MOC prompts in the languages selected for each Gateway.
15.3 NON-STANDARD LANGUAGE LIST
The non-standard languages available for the * additional message
prompt languages for each Gateway site shall include:
*
15.4 MILESTONES
The work under this Section 15.0 shall be performed, and Iridium shall
pay for such work, in accordance with the following Milestone:
SCHEDULED
MS NO. MILESTONE DESCRIPTION COMPLETION DATE PRICE
15-1 Completion of the MOC Language * *
Prompts (Previously Q-1)
This milestone shall be deemed completed upon the issuance by Motorola
to Iridium of a certification that (a) MOC Language Prompts are
complete and
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pursuant to Rule 406 of the Securities Act of 1933. 6
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accurate in the * standard languages and the * non-standard languages;
and (b) the MOC Language Prompts are in a format suitable for
installation in the Gateways.
15.5 SERVICE REQUIREMENTS, ASSUMPTIONS AND CONDITIONS PRECEDENT
The following items are assumptions underlying the MOC Language
Prompts features and conditions precedent to the availability and
operation of the MOC Language Prompts features and the work to be
performed by Motorola under this Section 15.0:
1. The MOC Language Prompts will be installed into each Gateway
MOC as part of Release * installation as part of the Gateway
Equipment Purchase Agreements (GEPAs) for each Gateway.
15.6 LIMITATIONS, RESTRICTIONS AND PERFORMANCE EXCLUSIONS
The following items are not included in Motorola's performance under
this Section 15.0, or are not included as a feature or functionality
of the MOC Language Prompts, or are limitations to the MOC Language
Prompts:
1. The scope of work to be performed under this Section excludes
any effort to implement the translation, recording or
installation of the MOC Language Prompts by the Gateway
operators/owners. The scope of work under this Section also
excludes any effort to translate, record and install any
additional MOC Language Prompts not identified in Section
15.3.
16.0 MESSAGING FEATURES
16.1 OVERVIEW
The Messaging Features for the System provide improved quality,
marketability and performance of the IRIDIUM System Messaging
Services. These specific enhancements consist of: improved (uniform)
call treatments and increased number of Message Delivery Areas (MDAs)
supported. These features shall consist of new Call Termination
Treatments and *, as described in this Subsection 16.1.
16.1.1 CALL TERMINATION TREATMENT
The following are general characteristics of the desired
functionality.
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 7
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The default telephony behavior for the forwarding conditions, ISU Not
Reachable, ISU Busy, and ISU No Answer, is to forward the call to the
telephony subscriber's messaging service at the telephone subscriber's
home gateway. Subscriber redirection of a forwarding condition
supersedes the default behavior for that condition until the
redirection is canceled. The messaging subscriber shall be
responsible for selecting the receiving device (ISU or MTD or both).
Only numeric messages and notifications are subject to this delivery
option. Alphanumeric messages can only be delivered to the MTD. The
receiving device is set at provisioning, and can be modified by the
Service Provider via a provisioning interface, or during a Subscriber
Service Session.
16.1.1.1 ENHANCED CALL COMPLETION (ECC)
The telephony subscriber's messaging service provides an ECC feature
with the following characteristics:
1) personal greeting recorded by the subscriber, or a standard
greeting
2) collect a numeric message of up to 20 digits
3) message delivery to the subscriber's ISU
4) selection of a GW language at Provisioning for use by the
messaging service when prompting callers
5) *
6) when the forwarded call is answered by messaging services, the
caller hears a personal or standard greeting and is then
prompted to enter a numeric message *.
16.1.1.2 VOICE MESSAGING (VM) AND ECC
The telephony subscriber may combine a voice message capability with
ECC. Characteristics of the combined service are as follows:
1) all capabilities identified in the current baseline for a
telephony voice messaging subscriber
2) all those capabilities identified herein for ECC except as
modified herein
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 8
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a) when the forwarded call is answered by messaging
service, the caller is prompted to enter a numeric
message * or to record a voice message
b) messages delivered to the subscriber's ISU include
the numeric message entered by a caller or a
notification message indicating a voice message has
been deposited.
16.1.1.3 * AND ECC
The telephony subscriber may upgrade the ECC capability *.
Characteristics of the upgraded service are as follows:
1) all capabilities identified in the current baseline for a
Directed Messaging Service (DMS) numeric or alphanumeric
messaging service
2) all those identified herein for ECC
3) *
16.1.1.4 VM AND *
The telephony subscriber may combine a voice message capability with
*. Characteristics of the combined service are as follows:
1) all capabilities identified in the current baseline for a DMS
voice messaging subscriber
2) all capabilities identified herein for the telephony
subscriber * except as modified here
a) *
b) *
16.1.2 MDA INCREASE
Increase the maximum number of possible MDAs from *. This will
facilitate Iridium in refining MDA definition and utilizing coding
schemes for user friendliness.
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 9
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16.2 DESIGN AND DEVELOPMENT OF MESSAGING FEATURES
Motorola shall modify the design and development of the hardware and
software for the Message Origination Controller (MOC), Notification
Center (NC) and the Message Termination Controller (MTC) Equipment
which will provide these Messaging Features. Motorola shall also
re-design the functional interfaces and protocols which must be
implemented in the System in order to provide the Messaging Features
functionality.
16.2.1 DOCUMENTATION MODIFICATION
Motorola shall modify the MOC, NC and MTC Equipment, including
Motorola internal specifications, interface control documents (ICDs)
and the Gateway product description, as is reasonably necessary to
document the software changes developed under this Section 16.0.
16.2.2 UPDATED MOC TECHNICAL SPECIFICATION DOCUMENT
Motorola shall modify the MOC Technical Specification Document to
incorporate the features for new call treatments and additional MDAs.
16.3 UPDATED MOC TECHNICAL SPECIFICATION DOCUMENT- MILESTONE 16-1
(PREVIOUSLY ME-1)
Motorola shall modify the MOC Technical Specification Document to
incorporate the Messaging Features described herein. A copy of the
updated MOC Technical Specification Document shall be made available
to Iridium. This Milestone shall be deemed completed when Motorola
has submitted the updated MOC Technical Specification Document to
Iridium.
16.4 LAB DEMONSTRATION - MILESTONE 16-2 (PREVIOUSLY ME-2)
Motorola shall develop test cases for the Messaging Features
identified herein as part of the Product and/or Integration Release *
Acceptance Test Plans. Motorola shall then perform the testing of the
Messaging Features in accordance with these plans. This testing will
address the features identified herein at the Messaging Infrastructure
and may be accomplished by testing, simulation, analysis, or a
combination thereof, in accordance with these plans. This testing
will be conducted in the Motorola test laboratory at Chandler, Arizona
or at such other laboratory as may be specified by Motorola. Iridium
representatives shall be offered the opportunity to witness all
testing activities. Motorola shall prepare and
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 10
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release internally at Motorola the Product and/or Integration
Acceptance Test Reports which cover the Messaging Features described
herein. A copy of these reports shall be made available to Iridium.
This Milestone, ME-2, shall be deemed completed when Motorola has
completed the testing for the Messaging Features and upon the
documenting of non-compliant items, if any, to the test plans in the
subsequent test reports. This testing shall be held in accordance
with the applicable test plans to the satisfaction of Motorola based
upon commercially reasonable standards. The testing required by this
milestone may be conducted as a part of the Messaging Infrastructure
Integration & Test activities.
16.5 MILESTONES
The work under this Section 16.0 shall be performed, and Iridium shall
pay for such work, in accordance with the following Milestones:
SCHEDULED
MS COMPLETION
NO. MILESTONE DESCRIPTION DATE PRICE
16-1 Updated MOC Technical Specification Doc. * *
(Previously ME-1)
16-2 Lab Demonstration (Previously ME-2) * *
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TOTAL: *
16.6 SERVICE REQUIREMENTS, ASSUMPTIONS AND CONDITIONS PRECEDENT
The following items are assumptions underlying the Messaging Features
and conditions precedent to the availability and operation of the
Messaging Features and the work to be performed by Motorola under this
Section 16.0:
16.6.1 SCHEDULE ASSUMPTIONS
The Messaging Features will be implemented as part of Release * within
the IRIDIUM program.
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 11
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16.6.2 TECHNICAL ASSUMPTIONS
The additional message delivery traffic is based on the following
assumptions:
*
16.6.3 GATEWAY IMPLEMENTATION AND GPAP ASSUMPTIONS
The Messaging Features described herein require mandatory changes be
implemented in ALL Gateways to satisfy the projected * baseline
traffic loads per the traffic model referenced below. Per Iridium
direction, initial installation of currently planned GWs will not
receive these required modifications. The resulting effect is that
the installed systems satisfy the projected traffic load for
approximately the first *. Any changes to the installed systems will
be handled via GW expansion options.
In addition to the implementation costs referenced above, Motorola
also anticipates increasing the annual payments required for each
Gateway owner under the existing GPAP. Iridium shall also communicate
to the Gateway customers that they may incur an increase in annual
GPAP cost.
16.7 LIMITATIONS, RESTRICTIONS AND PERFORMANCE EXCLUSIONS
The following items are not included in Motorola's performance under
this Section 16.0, or are not included as a feature or functionality
of the Messaging Features, or are limitations to the Messaging
Features:
1) This Section assumes the traffic levels associated with MOC
and NC remain unchanged from the "*" traffic model, which is
documented in Motorola SATCOM document MDL-G0001.SYS, TRAFFIC
MODEL INPUTS AND METHODOLOGIES, Rev. C, 22 March 1995.
2) The features and requirements of this Section eliminate from
the baseline design the caller's receipt of a system
announcement prior to being forwarded to the MOC for message
input processing.
17.0 GBS BROWSER
17.1 OVERVIEW
Motorola will provide the capability to browse the IRIDIUM System
Practices (ISP) which are stored on the * server within the Gateway
Business System (GBS).
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 12
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17.2 SELECTION AND IMPLEMENTATION OF THE GBS BROWSER
Motorola shall install the * on the eight OMC-G workstations in the
Gateway Equipment delivered to the * Gateway Equipment purchasers to
provide intranet access from the OMC-G to the * Server in the GBS. If
Gateway Equipment has been delivered to a purchaser before the
completion of the design and development of the GBS browser under this
Section 17.0, Motorola shall, without additional cost to the Gateway
Equipment purchasers, install and test the OMC-G browser on such
Gateway Equipment, provided that the Gateway Equipment owner consents
to such action by Motorola.
*
17.3 BROWSER CONFIGURATION
Motorola shall configure the OMC-G browser with a bookmark pointing to
the GBS * server. The browser will be configured so that the OMC-G
users will have no read and no write access to the OMC-G file system.
17.4 OMC-G CONFIGURATION
Motorola shall configure the OMC-G with a new user group. This user
group will be different from all other OMC-G user groups. A separate
login will be required to access the ISP from an OMC-G workstation.
17.5 GIE CONFIGURATION
Motorola shall configure the Gateway Infrastructure Equipment (GIE) to
prevent Gateway Technical Office (GTO) access with the browser from
other Gateway sites.
17.6 DOCUMENT MODIFICATION
Motorola shall update the documentation of the OMC-G to reflect the
addition of this capability, as is reasonable necessary to document
the software changes defined in Section 17.2.
Motorola will update the Gateway BO requirements, the OMC-G B0/B1
requirements, and the Gateway/GBS SFS and ICD to reflect this feature.
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 13
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17.7 TEST PLAN MODIFICATION
Motorola shall update the OMC-G, the Gateway and the System I&T test
plan to reflect this feature.
17.8 GBS BROWSER TESTING
Motorola shall test this feature as part of the Gateway/GBS Test Plan.
17.9 GBS BROWSER DEMONSTRATION - MILESTONE 17-1 (PREVIOUSLY Q-1)
Motorola and Iridium shall jointly develop a GBS Browser demonstration
plan. Motorola shall perform a demonstration of the GBS Browser
features set forth in this Section 17.0. This demonstration may be
accomplished by testing, simulation, analysis, or a combination
thereof, in accordance with the demonstration plan. The demonstration
will be conducted in the Motorola test laboratory in Chandler,
Arizona, or at such other laboratory as may be specified by Motorola
not later than fifteen (15) days prior to the commencement of the
demonstration. Iridium representatives shall be offered the
opportunity to witness all demonstration activities and will be
notified no less than seven (7) calendar days prior to said
demonstration.
Motorola shall prepare and release internally at Motorola a report
(the "GBS Browser Demonstration Report") that details the results of
the demonstration. A copy of the GBS Browser Demonstration Report
shall be made available to Iridium. This Milestone Q-1 shall be
deemed completed upon: 1) Iridium's receipt of Motorola's
certification that the GBS Browser features in this Milestone Q-1 have
been demonstrated in accordance with the jointly developed
demonstration plan to the satisfaction of Motorola based upon
commercially reasonable standards; and 2) a jointly developed
corrective action plan has been prepared for those items found to be
non-compliant with the demonstration plan. The corrective action plan
shall be prepared within fifteen (15) business days of completion of
the demonstration.
17.10 SERVICE REQUIREMENTS, ASSUMPTIONS AND CONDITIONS PRECEDENT
The following items are assumptions underlying the GBS browser
features and conditions precedent to the availability and operation of
the GBS browser features and the work to be performed by Motorola
under this Section 17.0:
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 14
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17.11 MILESTONE
The work under this Section 17.0 shall be performed, *, in accordance
with the following Milestone:
SCHEDULED
MS NO. MILESTONE DESCRIPTION COMPLETION DATE PRICE
17-1 GBS Browser demo (Previously * *
Q-1)
18.0 INTER-GATEWAY TRANSIT OF FAX AND DATA CALLS *
18.1 OVERVIEW
Motorola will design and develop hardware and software changes to the
Gateway Equipment, to the equipment in the Master Control Facility
(MCF) and to the Backup Control Facility (BCF) to support
inter-Gateway transit of FAX and data calls. The hardware and
software changes will allow certain FAX and data calls to be routed
between Gateways *. Motorola will deliver, install and verify
operation of the necessary hardware and software in the MCF and BCF.
18.2 DESIGN AND DEVELOPMENT OF INTER-GATEWAY TRANSIT OF FAX AND
DATA CALLS
Motorola shall design and develop the hardware and software for the
Gateway Equipment which will provide the inter-Gateway transit of FAX
and data calls feature. Motorola shall also design the functional
interfaces and protocols which must be implemented in the System in
order to provide the inter-Gateway transit of FAX and data calls
functionality.
18.2.1 ESTABLISHMENT OF LABORATORY TEST BED
Motorola will obtain and install in the Gateway test laboratory * and
associated interface and mounting hardware and software for use in the
development and testing of the inter-Gateway transit of FAX and data
call feature. All such equipment and software at the Gateway test
laboratory shall belong to Motorola, and Iridium shall obtain no
ownership interests in such equipment.
18.3 DOCUMENTATION MODIFICATION
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Motorola shall modify the documentation of the Switching SubSystem
(SSS), Gateway Infrastructure Equipment (GIE) *, including Motorola
internal specifications, interface control documents (ICDs) and the
Gateway Product and Description Specifications (Motorola document
number *), as is reasonably necessary to document the hardware and
software changes developed under this Section 18.0
18.4 INTER-GATEWAY TRANSIT OF FAX AND DATA CALLS PRELIMINARY DESIGN
REVIEW (PDR)-MILESTONE 18-1 (PREVIOUSLY F-1)
Motorola shall conduct a PDR of the inter-Gateway transit of FAX and
data calls design at Motorola's SATCOM facility in Chandler, Arizona.
Iridium representatives shall be given reasonable advanced notice to
attend this PDR. At the PDR, Motorola shall review the status of the
design of the inter-Gateway transit of FAX and data calls feature, and
shall establish specific action items as a result of the review. This
milestone F-1 shall be deemed completed when Motorola has held the PDR
and established a list of specific action items resulting from the
review. A copy of the action items will be made available to Iridium.
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 16
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18.5 INTER-GATEWAY TRANSIT OF FAX AND DATA CALLS CRITICAL DESIGN
REVIEW (CDR)-MILESTONE 18-2 (PREVIOUSLY F-2)
Motorola shall conduct a CDR of the inter-Gateway transit of FAX and
data calls design at Motorola's SATCOM facility in Chandler, Arizona.
Iridium representatives shall be given reasonable advanced notice to
attend this CDR. At the CDR, Motorola shall review the status of the
design of the inter-Gateway transit of FAX and data calls feature, and
shall establish specific action items as a result of the review. This
milestone F-2 shall be deemed completed when Motorola has held the CDR
and established a list of specific action items resulting from the
review. A copy of the action items will be made available to Iridium
at no additional cost.
18.6 TRAINING AND DOCUMENTATION MODIFICATION
Motorola shall develop training and Gateway owner documentation
modifications to support operations and maintenance of * and its
associated connections within the Gateway. The costs of training *.
18.7 QUALITY OF SERVICE AND CAPACITY ANALYSIS
Motorola shall analyze the quality of service and capacity impacts, if
any, on the Gateway, *, MCF and BCF equipment expected from the
implementation of the inter-Gateway transit of FAX and data calls
feature. Motorola shall release a report (the "Inter-Gateway Transit
of FAX and Data Calls Quality of Service and Capacity Report")
internally at Motorola which details the results of the analysis. A
copy of the Inter-Gateway Transit of FAX and Data Calls Quality of
Service and Capacity Reports shall be made available to Iridium.
18.8 OMC-G MANAGEMENT CHANGES
Motorola shall design and implement changes to the Operations and
Maintenance Center - Gateway (OMC-G) software to enable centralized
monitoring of the Gateway local * status and operational data by the
OMC-G.
18.9 FEATURE DEMONSTRATION - 18.3 (PREVIOUSLY F-3)
Motorola and Iridium shall jointly develop an Inter-Gateway Transit of
FAX and Data demonstration plan. Motorola shall perform a
demonstration of inter-Gateway transit of FAX and data at Motorola's
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 17
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SATCOM facility in Chandler, Arizona. This demonstration will address
multi-Gateway FAX and data calls and OMC-G management. This
demonstration may be accomplished by testing, simulation, analysis, or
such combination thereof, as determined by Motorola. Iridium
representatives shall be offered the opportunity to witness all
demonstration activities and will be notified no less than seven (7)
days prior to said demonstration.
Motorola shall prepare and release internally at Motorola a report
that details the results of the demonstration provided for in the
preceding paragraph. A copy of this report shall be made available to
Iridium. This Milestone F-3 shall be deemed completed upon: (1)
Iridium's receipt of Motorola's certification that the inter-Gateway
transit of FAX and data calls * feature in this Milestone F-3 has been
demonstrated in accordance with the jointly developed demonstration
plan to the satisfaction of Motorola based on commercially reasonable
standards; and (2) a jointly developed corrective action plan has been
established for those items found to be non-compliant with the
demonstration plan. The corrective action plan shall be completed
within fifteen (15) business days of completion of the demonstration.
18.10 DELIVERY OF EQUIPMENT - MILESTONE 18-4 (PREVIOUSLY F-4)
Motorola shall procure, assemble, stage and deliver to Iridium the
necessary hardware and software to implement the inter-Gateway transit
of FAX and data calls feature at the MCF and BCF.
18.11 INSTALLATION
Motorola shall install the necessary hardware and software to
implement the inter-Gateway transit of FAX and data calls feature at
the MCF and BCF, including assembling and installing equipment
cabinets, installing the Hardware in such cabinets, installing the
Software (if not already installed) and performing wiring to the * and
SSS equipment as necessary.
18.12 TEST PLAN
Motorola and Iridium shall jointly develop an inter-Gateway transit of
FAX and data call feature Acceptance Test Plan which will be performed
the MCF and BCF.
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 18
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18.12.1 FINAL ACCEPTANCE TESTING - MILESTONE 18-5 (PREVIOUSLY F-5)
Motorola shall perform the tests in the Acceptance Test Plan at the
MCF and the BCF. This Milestone F-5 shall be deemed completed and
Final Acceptance achieved upon: (1) Iridium's receipt of Motorola's
certification that the equipment has been tested in accordance with
the jointly developed test plan and that the test results are
satisfactory to Motorola based upon commercially reasonable standards,
or, if a test is not passed, the failure was caused by a Xxxxx 0 xx
Xxxxx 0 Xxxxxxx; and (2) a jointly developed corrective action plan
has been established for those items found to be non-compliant with
the acceptance test criteria. Motorola and Iridium shall establish
the corrective action plan within 15 business days of the completion
of the testing. Iridium representatives shall be offered the
opportunity to witness the Acceptance Testing and will be notified at
least 7 calendar days prior to the start of the Acceptance Testing.
18.13 MILESTONES
The work under this Section 18.0 shall be performed and Iridium shall
pay for such work, in accordance with the following Milestones:
SCHEDULED
MS NO. MILESTONE DESCRIPTION COMPLETION DATE PRICE
18-1 Preliminary Design Review * $*
(Previously F-1)
18-2 Critical Design Review * *
(Previously F-2)
18-3 Feature Demonstration * *
(Previously F-3)
18-4 Delivery of Equipment * *
(Previously F-4)
18-5 Final Acceptance * *
(Previously F-5)
TOTAL: *
Notwithstanding any other provisions of this Contract, the foregoing
prices are contingent on Iridium being responsible for all import
duties and all applicable sales, use, excise, property, value added,
withholding and other taxes or governmental assessments of any kind
(collectively, the "Duties
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 19
21
and Taxes") imposed on the goods and services purchased hereunder or
otherwise imposed in connection with the transactions contemplated
hereby, excluding, however, any United States federal or state taxes
measured by Motorola's net income. In the event Motorola is required
by applicable law to pay any Duties and Taxes for which Iridium is
responsible under the preceding sentence, Iridium shall indemnify
Motorola by paying to Motorola on demand an amount sufficient to hold
Motorola harmless from the payment by Motorola of such Duties and
Taxes.
18.14 SERVICE REQUIREMENTS, ASSUMPTIONS AND CONDITIONS PRECEDENT
The following items are assumptions underlying the inter-Gateway
transit of FAX and data calls feature and conditions precedent to the
availability and operation of the inter-Gateway transit of FAX and
data calls feature and the work performed by Motorola under this
Section 18.0:
(1) The inter-Gateway transit of Fax and data calls feature will
be implemented and tested in the MCF and BCF by *.
(2) Iridium will be responsible for any cost impacts resulting
from Iridium-directed changes in *, configurations, or
guaranteed level of service due to the addition of FAX and
data calls *.
(3) Work is to be performed at the MCF and BCF.
(4) Iridium will provide all reasonable support requested by
Motorola.
(5) * shall have procured and have installed SR6 *.
(6) Motorola will only be responsible to install * in Gateway
sites for which a Gateway owner has entered into an amendment
to the GEPA contract for such * equipment. Installation will
be in accordance with the GEPA contract between Motorola and
such Gateway operator.
(7) Iridium shall provide a site at both the MCF and BCF with 24
hour per day access, which is sufficient to permit the
installation and testing of *.
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pursuant to Rule 406 of the Securities Act of 1933. 20
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(8) Iridium shall inform the Gateway owners of the need to enter
into all appropriate amendments with Motorola in order to
enable *, and for appropriate GPAP/GTAC coverage of *.
18.15 LIMITATIONS, RESTRICTIONS AND PERFORMANCE EXCLUSIONS
The following items are not included in Motorola's performance under
this Section 18.0, or are not included as a feature or functionality
of the inter-Gateway transit of FAX and data calls feature, or are
limitations to the inter-Gateway transit of FAX and data call feature:
*
19.0 * DOMESTIC SERVICE
19.1 OVERVIEW
The * Domestic Service feature provides the capability for gateway
service providers to offer specially priced services to subscribers
requiring IRIDIUM network access only from within a specified gateway
region. *, the subscriber would have operational access to the
IRIDIUM services subscribed to, while using their unit within the
region subscribed to. This service includes global long distance
calls originated or terminated by the subscriber while within the
specified gateway region.
19.2 DESIGN AND DEVELOPMENT
Motorola shall modify the design and development of the SSS (D900) and
other Gateway subsystems as required to provide the * Domestic
Service.
19.2.1 DOCUMENTATION MODIFICATION
Motorola shall modify the appropriate documentation of the required
Gateway Subsystems, including but not limited to Motorola internal
specifications, Network Management Methods & Procedures, Gateway
training, and the Gateway Product Description, as is reasonably
necessary to document the changes developed under this Section 19.0.
19.2.2 UPDATED SERVICES DESCRIPTION DOCUMENT
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 21
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Motorola shall modify the Services Description Document to incorporate
the new feature described in paragraph 19.1.
19.3 MILESTONE
The work under this Section 19.0 shall be performed and Iridium shall
pay for such work, in accordance with the following Milestone:
SCHEDULED
MS NO. MILESTONE DESCRIPTION COMPLETION DATE PRICE
19-1 Contract Start * $*
19.4 SERVICE REQUIREMENTS, ASSUMPTIONS AND CONDITIONS PRECEDENT
The following items are assumptions underlying * Domestic Service and
conditions precedent to the availability and operation of * Domestic
Service and the work to be performed by Motorola under this Section
19:
(1) *
(2) * Iridium will provide reasonable support requested by
Motorola.
(3) SR6 must be installed in *.
19.5 LIMITATIONS, RESTRICTIONS AND PERFORMANCE EXCLUSIONS
The following items are not included in Motorola's performance under
this Section 19.0, or are not included in the development, or are
limitations to the * Domestic Service:
1) This Section 19.0 includes DEVELOPMENT ONLY for the * Domestic
Service. It does NOT include the following,
*:
- Deployment activities of any kind for this service.
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 22
24
- Associated software *, such as, line trunk groups or
hardware which may be required depending on the
configuration of the IBSS.
- Global Customer Care specific development (including
testing and office data).
- Global Assistance specific development (including
testing and office data).
- Any GBS additions, changes, or extensions.
2) Existing documentation and training materials will only be
updated to include the * Domestic Service.
3) Type approval and homologation activities are not included in
this Section 19.0. Any applicable type approval or
homologation of the * Domestic Service will have to be
obtained by the Gateway owner.
20.0 AERONAUTICAL SERVICES SUPPORT
20.1 OVERVIEW
Motorola shall implement the system modifications addressed in this
Section 20.0 with the deliverables listed in time to support
Aeronautical Services ("Aero") commercial activation as described in
this Section 20.0. Motorola is responsible for the definition,
design, implementation and demonstration of Aero changes to the
Iridium Communications System ("ICS") to the extent provided in this
Section 20.0. Motorola shall ensure that the Aeronautical Gateway
System ("AGS") equipment interface control document ("ICD"), when
approved by Motorola, properly provides for connection of the AGS to
Gateways.
20.2 SYSTEMS ENGINEERING PHASE AND AERO SERVICES - MILESTONE 20-1
Motorola shall provide systems engineering services to define and
implement changes for Aero to the ICS that shall allow the Gateways
and the Space Vehicles to service multiple co-located Aeronautical
Subscriber Unit devices [called Radio Channel Units (RCUs)], housed in
Aeronautical Satellite Terminal Units (STUs), onboard aircraft.
Motorola shall study the RF interference between these systems in
order to accurately describe the
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 23
25
effects on each system and propose revolution for all inter-system RF
interference issues. (This is generally referred to as
"coexistence"). ICS changes to support coexistence between the ICS
avionics and other avionics on board an aircraft are out of the scope
of this activity.
Motorola and Iridium recognize that the originally proposed (reference
Motorola Letter T970252 dated Nov. 18, 1997) Preliminary Design Review
(PDR) has been overcome by events. Rather than conduct a PDR, the
parties have agreed that Motorola will demonstrate completion of
Milestone 20-1 by submitting a letter to Iridium outlining and
referencing the meetings and documents which comprise the presentation
of these Systems Engineering Phase efforts to Iridium. Iridium's
receipt of this letter will constitute completion of this Milestone
20-1.
20.3 DESIGN AND DEVELOPMENT OF THE AERONAUTICAL SERVICES
Motorola shall design and develop modifications to the Gateways, SCS
and the Space Vehicles to implement Aero features, as follows:
*
4) The designs for the SSS, OMC-G and associated Gateway
equipment and documentation will support connectivity and
accounting, fault and security management for an AGS at each
Gateway to ensure that the AGS is operational and to collect
Call Detail Records.
5) SCS modifications to provide telemetry of the * system
performance and to monitor AGS status.
20.3.1 DOCUMENTATION MODIFICATION
Motorola shall modify the documentation of the Gateways and Space
Vehicles, including Motorola internal specifications, interface
control documents (ICDs), training materials, and the Gateway product
description, as necessary to document the changes developed under this
Section 20.0.
Motorola shall modify the MU Air Interface Specification
(SPC-E0011.SYS) as appropriate, to define the changes necessary to the
ICS for Aero.
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 24
26
Motorola shall develop ICDs that shall define the interface between
the AGS and the Gateways.
Motorola shall develop an Integration and Test Plan (ITP) that shall
define the work to be performed to test the changes being made to the
Gateways, SCS and SVs for Aero.
Motorola shall develop detailed instructions for the installation of
Aero related Gateway subsystem modifications prior to implementation
of Aero.
20.4 AERO SERVICES CRITICAL DESIGN REVIEW (CDR) - MILESTONE
20-2
Motorola shall conduct an Aero Critical Design Review (CDR) at
Motorola's SATCOM facility in Chandler, Arizona. The CDR required by
this Milestone 20-2 may be conducted in conjunction with the Radio
Channel Unit (RCU) Development Effort CDR. At the CDR, Motorola shall
review the status of the Aero design versus the design requirements,
and, following the CDR, shall document specific action items resulting
from the review. A copy of the specific action items shall be
provided to Iridium. Iridium shall have 10 business days to provide
comments and requested changes to the specific action items. Within
10 business days of receipt from Iridium, Motorola shall 1) address
Iridium's comments and requested changes to the satisfaction of
Motorola based upon commercially reasonable standards, 2) make any
necessary modifications to the specific action items, and 3) issue a
final report on the CDR. This Milestone 20-2 shall be deemed complete
when Motorola has issued the final CDR report. The agenda and
contents of the CDR shall be as in Section 20.11.2 herein.
20.5 * STUDY
To confirm its preliminary investigation, and with the intent of
accepting * as a design goal, Motorola shall analyze the aircraft *
limitations of the current ICS and issue a report to Iridium that
details the results of the study. The study shall identify
recommended system enhancements, if any, for aircraft *.
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 25
27
20.6 INTEGRATION AND TEST READINESS REVIEW (ITRR) - MILESTONE 20-3
The ITRR shall be organized and run by Motorola at their SATCOM
facility in Chandler, Arizona. The currently identified Aero Service
Provider, *, and its subsystems to be tested at Motorola will be
included subject to their availability. Iridium, Aero Service
Provider, and their representatives will be requested to attend and
participate in the ITRR. At the ITRR, Motorola shall review the plan
and preparation for the conduct of Integration and Test of Aero
Services' features, and shall establish specific action items as a
result of the review. A copy of the specific action items shall be
provided to Iridium. Iridium shall have 10 business days to provide
comments and requested changes to the specific action items. Within
10 business days of receipt from Iridium, Motorola shall 1) address
Iridium's comments and requested changes to the satisfaction of
Motorola based upon commercially reasonable standards, 2) make any
necessary modifications to the specific action items, and 3) issue a
final report on the ITRR. This Milestone 20-3 shall be deemed
complete when Motorola has issued the final ITRR report.
20.7 SYSTEMS INTEGRATION AND TEST, AND DEMONSTRATION - MILESTONE
20-4
Motorola shall perform Systems Integration and Test to assure that the
changes and enhancements to the ICS meet the Aero requirements defined
at CDR, amended as mutually agreed between Iridium and Motorola during
the period between CDR and ITRR. Motorola shall perform a
demonstration to verify Motorola's Aeronautical Services Gateway and
SV features in accordance with the jointly developed demonstration
plan of the Aeronautical Services functionality at the Motorola test
laboratory in Chandler, or at such other laboratory as may be
specified by Motorola. Testing, simulation, analysis, or a
combination thereof may be used to accomplish the demonstration, over
time, in accordance with the demonstration plan. Iridium, Aero
Service Provider, and their representatives shall be notified at least
7 calendar days prior to the start of system level demonstration
activities. Should the Aero Service Provider not be ready to
participate, Iridium shall attempt to provide Motorola with an
engineering model of the Aero Service Provider's equipment (AGS) for
purposes of the 4th Quarter 1998 testing. Motorola shall prepare and
release to Iridium a report (the "Aero Services Validation Report")
which details the results of the demonstration. This Milestone 20-4
shall be deemed completed upon: 1) Iridium's receipt of Motorola's
certification
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 26
28
that Motorola has demonstrated the Aero functionality in accordance
with the jointly developed demonstration plan to the satisfaction of
Motorola based upon commercially reasonable standards, and 2) a
jointly developed corrective action plan having been established for
those items, if any, found to be non-compliant with the demonstration
plan's acceptance criteria. Motorola and Iridium shall establish the
corrective action plan within 15 business days of the completion of
the demonstration.
20.8 SYSTEMS TEST, AERO SERVICE PROVIDER'S EQUIPMENT - MILESTONE
20-5
Motorola shall provide the use of their ICS test assets for up to
eighty hours to integrate aeronautical subsystems and to support Aero
system level (aviation infrastructure to cockpit and cabin
end-systems) testing. It is intended that the eighty hours shall be
allocated over a four-week period during *; provided, however, that if
other tasks have Motorola's test assets fully consumed, or if the Aero
Service Provider is not ready to participate, the testing period for
the Aero Service Provider's equipment shall be rescheduled to occur as
soon as practicable during *. Iridium and the Aero Service Provider
shall request a start date for testing, and Motorola will schedule
testing to begin on that date or as soon as practicable thereafter.
Iridium, the Aero Service Provider and their representatives shall be
notified at least 7 calendar days prior to the start of four week test
period. Motorola shall provide both ICS test assets and staff to
operate this equipment. Motorola shall prepare and release to Iridium
a report (the Aero Service Providers Equipment Testing Report) which
details the results of the testing. A copy of the test results shall
be provided to Iridium. Iridium shall have 10 business days to
provide comments. Within 10 business days of receipt from Iridium,
Motorola shall 1) address Iridium's comments to the satisfaction of
Motorola based upon commercially reasonable standards and, 2) issue a
final report on Aero Service Providers equipment testing. This
Milestone 20-5 shall be deemed complete when the Systems Integration
and Test utilization of system test assets has been completed to
Iridium's satisfaction or the eighty hours utilization of system test
assets allocated over a four week period has been expended, whichever
occurs first, and Motorola has issued the final test report.
20.9 MILESTONES
The work under this Section 20.0 shall be performed, and Iridium shall
pay for such work, in accordance with the following Milestones:
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 27
29
Scheduled
MS# Milestone Description Completion Date Amount Due
20-1 Systems Engineering Phase of Aero * $*
20-2 Critical Design Review * $ *
20-3 Integration and Test Readiness * $ *
Review
20-4 Integration and Test, and * $*
Demonstration
20-5 Systems Test, Aero Svc. Provider's
Equip. * $ *
* An invoice may be submitted upon completion but not earlier than *.
20.10 SERVICE REQUIREMENTS, ASSUMPTIONS AND CONDITIONS PRECEDENT
The following items are assumptions underlying the Aero features and
conditions precedent to the availability and operation of Aero
features and the work to be performed by Motorola under this Section
20.0:
1) The Aeronautical Service Provider will provision the STU
equipment and aircraft for the testing and assume the overall
responsibility for integration, test and FAA qualification of
the ICS Aero, including the installation of equipment on
aircraft, and qualification/certification of such equipment
for air worthiness.
2) Aero Services will be implemented as part of Gateway release
*.
3) *
4) Iridium shall ensure that Gateway operators install ECS, ETS
and OMC-G revisions for Aero, in accordance with instructions
to be provided by Motorola, prior to implementation, or
operational/subscriber trials, if any, of Aero.
*
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 28
30
20.11 LIMITATIONS, RESTRICTIONS AND PERFORMANCE EXCLUSIONS
The following items are not included in Motorola's performance under
this Section 20.0, or are not included as a feature or functionality
of the Aero Services, or are limitations to the Aero Services:
1) *
2) No changes to the system to support coexistence between the
ICS and other satellite communications systems are included.
3) No changes are included for improvement of current
Registration and Hand-off processing.
4) Power Control - Motorola shall study the power control
algorithm and the associated Link Margin in the L-Band
Subscriber Link in support of voice and data communications
for Aero. Based on the study, Motorola shall, if practical,
recommend changes to the RCU to better support the power
control algorithm. Implementation of any such RCU changes is
outside the scope of this proposal.
5) Motorola shall conduct a systems engineering study to analyze
* capability of the ICS. *, or whatever capability is
confirmed by the study, shall be adopted as the system design
goal. No testing of the ICS's * capability is included.
Motorola may recommend optimization or enhancements to the ICS
to improve * performance as added scope, or more likely, as
changes to subscriber equipment.
6) The AGS interface to the SSS should not change the SSS;
however, it may require the purchase of supplemental trunk
interface cards on both the ground and airside of the SSS. *
will provide this information to Iridium and *. Installation
details and procedures, and procurement of the interface
equipment (such as trunk interface cards), if required, are
outside the scope of this activity.
7) Motorola Integration and Test support for test of the Aero
Service Provider's equipment (e.g.: STU and/or AGS) and for
operational or subscriber trials, if any, is not included.
Aero system level test plans and procedures (to be used during
the 80 hours of testing) must be provided by Iridium and the
Aero Service Providers. If the STU and/or AGS is not
available to support Motorola System Integration and Test at
the required
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 29
31
time, or if for other reasons Iridium determines that
additional testing is required, such testing will be the
subject of future negotiations.
8) There are no modifications necessary to the baseline ICS
store-and-forward fax service to support the Aero service.
There is nothing in the ICS store-and-forward fax service
which limits an Aero Service Provider from developing a
capability in the avionics systems to provide automatic
retrieval of fax images from the fax mailbox and presentation
of these images to "Group 3" fax machines located on board
aircraft.
20.12 PDR AND CDR DELIVERABLES
20.12.1 PDR DELIVERABLES
The PDR shall be a formal technical review of the design
requirements and the basic design approach for each element of
the ICS. These elements are the SVs, the AGS interface, the
OMC-G and the satellite control segment. The PDR should
evaluate the progress, technical adequacy, and risk resolution
(on a technical cost, and schedule basis) of the selected
design approach.
Topics to be addressed at the PDR include:
1) Aero ICS system level description including the
chosen system architecture.
2) *
3) All information should show traceability back to the
IASR.
Each subsystem should address:
1) How the design accommodates the required services.
2) How the design accommodates the required products.
3) The impact to the ICS for both Aero and non-Aero
usage.
20.12.2 CDR DELIVERABLES
The CDR shall be a formal technical review of the detail design of the
Aero ICS implementation to ensure it satisfies the design and
performance requirements
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 30
32
established at the PDR. The CDR shall evaluate the progress,
technical adequacy, and risk resolution (on a technical, cost, and
schedule basis) of the detail design.
The CDR shall address:
1) Product producibility.
2) Review ICS subsystem specifications.
3) Review preparation for product development and support.
The CDR confirms that:
1) Issues for the ICS and its functional areas are resolved.
2) The design is balanced across cost, schedule, performance, and
risk.
3) An audit trail exists to the PDR with all changes
substantiated.
21.0 IRIDIUM CELLULAR ROAMING SERVICE (ICRS) *
21.1 OVERVIEW
Motorola will provide the following Software feature additions and
Hardware additions to the IRIDIUM Interoperability Unit (IIU).
21.1.1 IRIDIUM Interoperability Unit (IIU) software additions for the
support of IS-41 homed subscribers, *.
21.1.2 Enhanced IS-41 interface to *.
21.1.3. Enhanced subscriber/Authentication Cener (AC)
provisioning capability.
21.1.4 Enhanced bulk subscriber modification procedure.
21.1.5 Procurement and installation of a Tellabs Digital
Cross-Connect System (DACS) to increase flexibility of the IIU
signaling interconnect and necessary cabinets, patch panels,
and wiring to house and interconnect the DACS with the IIU at
the Site (referred to as the "Hardware Additions") and
procurement of one set of manufacturer recommended spares
(referred to as the "DACS Spares").
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 31
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The four software features described in 21.1.1 through 21.1.4 above
are referred to as the "Software Features." The following sections
describe the work to be performed for each of these features.
21.2 PRODUCTION OF SOFTWARE FEATURES AND HARDWARE ADDITIONS
Motorola will provide the Software Features described above. This
includes the labor and materials required to design, develop,
document, test, integrate and deploy the Software Features into the
IIU at the test bed platform referred to in Section 11.2.1 of this
Statement of Work and into the IIU at the Site. The Hardware Addition
will consist of procurement, installation design, and installation of
the Hardware Additions at the Site. This consists of labor and
material to install and update installation and configuration
documents as required.
21.2.1 SUPPORT OF IS-41 HOMED SUBSCRIBERS, *
Software Feature 21.1.1 will expand IIU functions to enable IS-41
homed subscribers the ability to roam *.
21.2.2 INTERFACE ENHANCEMENTS
Software Feature 21.1.2 will provide IIU adaptations necessary to
support IS-41 roaming capabilities in accordance with the unique
architectural and functional constraints of various * environments.
This includes network to network characteristics for *.
21.2.3 SUBSCRIBER/AUTHENTICATION CENTER PROVISIONING CAPABILITY
Software Feature 21.1.3 will provide IIU provisioning capabilities to
support more robust end to end subscriber and Authentication Center
(AC) provisioning processes.
21.2.4 BULK SUBSCRIBER MODIFICATION PROCEDURE
Software Feature 21.1.4 will provide IIU bulk provisioning
capabilities, allowing batch modification of subscriber profile data
fields.
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 32
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21.2.5 DACS HARDWARE ADDITION
Hardware Addition 21.1.5 will provide a flexible and robust solution
for link routing, monitoring and troubleshooting.
21.3 DELIVERY, INSTALLATION, INTEGRATION, TESTING AND CONDITIONAL
ACCEPTANCE
Motorola will perform the tasks in the following subsections.
21.3.1 INSTALLATION/INTEGRATION OF SOFTWARE FEATURES
Motorola will install, integrate and test the Software features on the
IIU at the test bed platform referred to in Section 11.2.1 of this
Statement of Work and on the IIU at the Site. Software Features will
be delivered in phases as determined by Motorola.
21.3.2 DELIVERY; INVENTORY-DACS HARDWARE ADDITION
Motorola will deliver the Hardware Additions and the DACS Spares to
the Site. Within a reasonable time after the arrival of the Hardware
Additions and the DACS Spares at the Site, Motorola will unpack,
inspect and inventory the Hardware Additions and the DACS Spares.
Motorola will promptly repair or replace any missing or damaged
Hardware Additions and DACS Spares.
21.3.3 INSTALLATION OF DACS AND ASSOCIATED HARDWARE -MILESTONE 21-4
(PREVIOUSLY I-4)
Motorola will install the DACS at the Site, including assembling and
installing three(3) cabinets, installing a patch panel, installing the
interconnecting cabling of the DACS up to the patch panel, and
configuring the DACS. Installation of the DACS will coincide with the
installation of the IIU at the Site. Iridium representatives will be
offered the opportunity to witness the installation and will be
notified at least 7 calendar days prior to the start of the
installation. Milestone I-4 will be deemed complete, and delivery of
the Hardware Additions to Iridium will be concluded after successful
completion of Tellabs field installation acceptance test procedure.
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pursuant to Rule 406 of the Securities Act of 1933. 33
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21.3.4. SYSTEM FUNCTIONAL SPECIFICATION (SFS) REVIEW - MILESTONE 21-5
(PREVIOUSLY I-5)
Motorola will conduct a System Functional Specification of the
Software Features at Motorola's SATCOM facility. Iridium
representatives shall be offered the opportunity to attend this
review. AT the review, Motorola will review the status of the SFS and
establish specific action items as a result of the review. This
Milestone I-5 shall be deemed complete when Motorola has held the SFS
review and established a list of specific action items resulting from
the review.
21.3.5 TESTING
21.3.5.1 INTEGRATED TEST PLAN
Motorola and Iridium will jointly develop an IIU Conditional
Acceptance Test Plan - Enhancements #1 ("ICATP E-1") that
describes the testing to be conducted by Motorola to achieve
conditional acceptance of the Software Features at the Site.
The ICATP E-1 will be released and controlled under Motorola's
Configuration Management (CM).
21.3.5.2 ACCEPTANCE TESTING; SOFTWARE FEATURES
CONDITIONAL ACCEPTANCE
Motorola will perform the tests in the ICATP E-1 on the IIU at
the Site. The Software Features will be deemed to have
achieved conditional acceptance when all of the tests in the
ICATP E-1 for the Software Additions have been passed or, if a
test is not passed the failure was caused by a Xxxxx 0 xx
Xxxxx 0 Xxxxxxx.
21.3.5.2.1 MILESTONES 21-6 AND 21-7 (PREVIOUSLY I-6, I-7)
Milestones 21-6 and 21-7 will be deemed completed upon: 1)
Iridium's receipt of Motorola's certification that the
Software Features 21.1.3 and 21.1.4 have been tested in
accordance with the ICATP E-1 to the satisfaction of Motorola
based upon commercially reasonable standards; and 2) a jointly
developed corrective action plan has been established for
those items found to be non-compliant with ICATP E-1
acceptance criteria. The corrective action plan will be
established within 15 business days of the completion of the
testing. Iridium representatives will be offered the
opportunity to witness the conditional acceptance testing and
will be notified at least 7 calendar days prior to the start
of the conditional acceptance testing.
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 34
36
21.3.5.2.2 MILESTONE 21-9 (PREVIOUSLY I-9)
Milestone 21-9 will be deemed completed upon: 1) Iridium's
receipt of Motorola's certification that the Software Feature
21.1.1 and 21.1.2 has been tested in accordance with the ICATP
E-1 to the satisfaction of Motorola based upon commercially
reasonable standards; and 2) a jointly developed corrective
action plan has been established for those items found to be
non-compliant with ICATP E-1 acceptance criteria. The
corrective action plan will be established within 15 business
days of the completion of the testing. Iridium
representatives will be offered the opportunity to witness the
conditional acceptance testing and will be notified at least 7
calendar days prior to the start of the conditional acceptance
testing.
21.6 IS-41 TO * SYSTEM DESIGN AND TEST REVIEW - MILESTONE 21-8
(PREVIOUSLY I-8)
Motorola will conduct an IS-41 to * System Design and Test review of
the Software Features 21.1.1 and 21.1.2 at Motorola's SATCOM facility.
Iridium representatives shall be offered the opportunity to attend
this review. At the review, Motorola will review the status of the
IS-41 to * features and establish specific action items as a result of
the review. This Milestone 21-8 shall be deemed complete when
Motorola has held the System Design and Test review and established a
list of specific action items resulting from the review.
21.7 ACCEPTANCE TESTING: SOFTWARE FEATURES FINAL ACCEPTANCE -
MILESTONE 21-10 (PREVIOUSLY 1-10)
21.7.1 SUPPORT OF IRIDIUM'S INITIAL ICRS FIELD TRIALS (MOBILITY
APPLICATION PART [MAP] LAYER)
Motorola will provide commercially reasonable support to Iridium, to
assist Iridium in its * of the Software Features with both an IS-41
and GSM terrestrial cellular networks. Motorola's support under this
Section will consist of providing: Motorola staff at the Site;
Motorola Staff at * sites * and one GSM site; support of Iridium's
test plan development, and support for Iridium's test report analysis
for the Software Features. Motorola will also promptly correct any
defect or malfunction in the delivered Software Features that prevent
successful testing of the IIU with IS-41 and GSM terrestrial cellular
networks. Successful testing means that the item tested passed the
test in compliance with standard GSM and IS-41 test procedures as
jointly approved by Iridium and Motorola or, if it failed the test, it
failed by virtue of a Level 3 or Level 4 Failure.
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 35
37
21.7.2 TEST CASES
Motorola and Iridium will jointly agree upon a IIU Final Acceptance
Test Plan * ("IFATP E-1") that Iridium develops. The
IFATP E-1 will describe the testing to be conducted by Iridium and
supported by Motorola as part of the field trials to achieve final
acceptance of the Software Features at the Site. The IFAPT E-1 will
be conducted with a single GSM carrier and a single IS-41 carrier *.
These tests will be completed in accordance with the IFAPT E-1. The
IFAPT E-1 will be comprised of the following test cases:
*
21.7.3 MOTOROLA'S SUPPORT
For Section 21.7.1 Support of Iridium's Initial ICRS Field Trials
(Mobility Application Part (MAP) layer above, Motorola's support for
final acceptance will end after the provision of 8 man months of labor
or the Commercial Activation Date, whichever comes first. The number
of Motorola personnel supporting this effort as well as the effort
under Section 11 of this Statement of Work, will not exceed five (5)
persons at any given time during the support period. Motorola will
provide one (1) person at the Site during the tests to be conducted in
Section 21.7.1 Support of Iridium's Initial ICRS Field Trials
(Mobility Application Part (MAP) layer above. Iridium may request
from Motorola a status of the man month expenditures. Motorola will
provide this status within (5) business days of such request.
21.7.4 FINAL ACCEPTANCE
The Software Features will be deemed to have achieved final acceptance
upon the successful completion of the IFAPT E-1, or upon the
completion of Motorola's support as specified in Section 21.7.3
Motorola's Support, whichever occurs first acceptance testing and will
be notified at least 7 calendar days prior to the start of the
conditional acceptance testing.
21.8 OPERATION, ADMINISTRATION AND MAINTENANCE (O, A & M) -
ADDENDUM
21.8.1 SOFTWARE FEATURES - DOCUMENTATION
Motorola will provide to Iridium on or before the Commercial
Activation Date two copies of vendor supplied OA&M documentation that
cover the Software
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 36
38
Features. This documentation will cover basic operation,
administration and maintenance of the Software Features.
21.8.2 DACS EQUIPMENT - DOCUMENTATION
Motorola will provide to Iridium on or before the Commercial
Activation Date two copies of vendor supplied OA&M documentation for
the DACS. This documentation will cover basic operation,
administration and maintenance of the DACS.
21.9 TRAINING PLAN - ADDENDUM
21.9.1 SOFTWARE FEATURES - TRAINING
Motorola will develop and provide to Iridium by the Commercial
Activation Date, a recommended training plan addendum for training
Iridium personnel to properly operate, administer and maintain the
Software Features. This training is only an extension to the training
put forth in Section 11.7 of this Statement of Work. The cost of
training, such as tuition, travel and living expenses, are not
included as a part of the work to be performed by Motorola under this
Section.
21.10 DACS SPARES AND MAINTENANCE PLAN
DACS Spares inventory control, and operation, administration and
maintenance of the DACS is the sole responsibility of Iridium. The
DACS comes with a two (2) year (from the date of Motorola's purchase)
warranty covering the hardware from the manufacturer, Tellabs
Operations, Inc. Motorola makes no warranty with respect to the
Hardware Additions or the DACS Spares, all of which are sold by
Motorola to Iridium AS-IS. Iridium agrees to look solely to the
manufacturer of the Hardware Additions and the DACS Spares in the
event of any defect in the material or workmanship in connection
therewith. MOTOROLA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT TO THE HARDWARE ADDITIONS AND THE DACS SPARES. ALL SUCH
WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF THE MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY EXCLUDED.
Tellabs also may provide to Iridium an Extended Support Service
Agreement that provides an unlimited number of telephone support
incidences on a 7 X 24 basis. Included with the Extended Support
Service Agreement with the DACS manufacturer may be support for free
software maintenance releases as well as point releases of the DACS
application software. All maintenance plans and support services will
be the responsibility of Iridium. Motorola shall have no obligation
to repair, replace or maintain the
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 37
39
Hardware Additions or the DACS Spares. In addition, Motorola does not
warrant that the sparing levels provided will be sufficient to
maintain the DACS at the service level needed by Iridium. Tellabs may
provide Iridium with counter-to-counter and overnight
repair/replacement services at an additional cost.
21.12 PAYMENT MILESTONES
The work in this proposed Statement of Work will be performed, and
Iridium will pay for such work, in accordance with the following
Milestone Schedule:
SCHEDULED
MS MILESTONE DESCRIPTION COMPLETION PRICE
NO. DATE
--------------------------------------------------------------------------------------------------
21-4 Hardware (DACS) Addition Acceptance (Previously * $*
I-4)
21-5 System Functional Specification (SFS)Review * $*
(Previously I-5)
21-6 Software Features 21.1.3 Conditional Acceptance * $*
(Enhanced Subscriber Provisioning)(Previously I-6)
21-7 Software Feature 21.1.4 Conditional Acceptance * $*
(Enhanced Bulk Provisioning) (Previously I-7)
21-8 IS-41 to * System Design and Test Review * $*
(Previously I-8)
21-9 Software Features 21.1.1 and 21.1.2 Conditional * $*
Acceptance (IS-41 * Roaming) (Previously I-9)
21-10 Software Features Final Acceptance by Iridium * $*
(Previously I-10)
$*
21.13 SERVICE REQUIREMENT, ASSUMPTIONS AND CONDITIONS PRECEDENT
In addition to the previously agreed requirement, assumptions and
conditions in Section 11.11 of this Statement of Work, the following
items are requirements,
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 38
40
limitations, assumptions and conditions precedent to the availability
and operation of Software Features and the work to be performed by
Motorola:
1) Support of IS-41 homed Subscribers, *:
- Processing of Authorization Period expiry is
handled by visited networks.
- In order to optionally support MTLI, IS-41
homed subscribers must be provisioned with an
IRIDIUM network MSISDN.
- As with existing * location information can
only be provided if the * and registered in
the IIU.
- All ICRS Subscribers will have an IMSI.
2) IS-41 Interface Enhancements
- *
3) Enhanced Subscriber/Authentication Center Provisioning
capability
- Errors logged during provisioning are not
processed any further by the IIU. This log
will be available to Iridium's provisioning
system for verification and error correction.
- Iridium's provisioning system will
pre-provision the AC with ESN/A-key
information prior to subscriber provisioning
using such ESNs.
4) Enhanced Bulk Subscriber Modification procedure
- As a result of any modifications to a
subscriber's profile, there will be no
signaling over the network. When attempting
to modify a parameter that would affect the
service provided to a subscriber who is
actively roaming in a visited network the
modification operation will fail and be
logged as accordingly.
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 39
41
- Errors logged during provisioning are not
processed any further by the IIU. This log
will be available to Iridium's provisioning
system for verification and error correction.
- ESN additions require that the ESN/A-key
associations be pre-provisioned in the AC for
the automatic provisioning of the MIN to an
ESN/A-key pair.
5) Iridium will be required to allow Motorola access to the IIU
at the Site to complete integration and test, and conditional
acceptance testing of the Software Features.
21.14 LIMITATIONS, RESTRICTIONS AND PERFORMANCE EXCLUSIONS
In addition to the previously agreed items as detailed in
Section 11.12 of this Statement of Work, the following items
are not included in Motorola's performance under this Section,
or are not included as a feature or functionality of the
Software Features or the Hardware Additions provided
hereunder, or are limitations to the Software Features and
Hardware Additions:
1) Addition of DACS
- Motorola has established an IIU lab unit at
Motorola's test laboratory in Chandler,
Arizona. This IIU test bed platform and
associated system and application software
was established for use in the development of
the IIU features. The work in Section 21.0
does not include adding a DACS to any test
lab. Testing which requires verification of
the DACS system must be performed at the
Site. Complete access to equipment must be
provided by Iridium.
22.0 * FRAME RELAY ENCRYPTION
22.1 MANAGEMENT SUMMARY
Iridium desires to install network encryption devices to protect the
confidentiality and integrity of data transmitted over the * between
the Control Facilities, Iridium Data Center, Gateways (GW), Gateway
Business Systems (GBS) and other locations around the world. The
encryption products will work on data
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 40
42
transmitted over the network and will encrypt all data. Iridium has
selected * as the vendor for the encryption equipment.
22.1.1 MOTOROLA WILL BE RESPONSIBLE FOR THE FOLLOWING:
1) Engineering and modifications required of the Gateway
Infrastructure Equipment (GIE) racks to install encryption
devices in the GIE rack.
2) Supply updated documentation showing modifications required to
support the addition of the encryption equipment into the GIE
at each Gateway.
3) Procure Network Encryption Software and a Work Station at the
MCF and BCF.
4) Modify the GIE as necessary, and install encryption equipment
at the Gateways. Master Control Facility (MCF), Backup
Control Facility (BCF), and Gateway Technical Assistance
Center (GTAC).
5) Install a Workstation and configure the Workstation at the MCF
and BCF.
6) Support the start up of encryption equipment from the MCF at
all locations including Iridium Data Center, Remote GBS,
Cellular Clearing House and Customer Care Center after
notification from Iridium that the equipment is available and
a LAN connection is available to communicate with the
encryption equipment.
7) Provide Key Management and Maintenance for the encrypted *
Network.
8) Provide Operations and Procedures for the management of the
encryption.
22.1.2 MOTOROLA WILL NOT BE RESPONSIBLE FOR THE FOLLOWING:
1) Procurement and delivery of the * encryption equipment to any
location.
2) Detailed operator training.
3) Installation of encryption equipment at any GBS location,
Iridium Data Center, Customer Care Center or Cellular Clearing
House.
4) Maintenance and Operation of the * encryption equipment at all
locations will be the responsibility of Iridium.
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 41
43
5) The encryption equipment will not be integrated with the
Integrated Network Management (INM).
6) Motorola will not provide management of the encryption above
and beyond what is provided by the * software.
22.2 SPECIAL TERMS AND CONDITIONS
For Motorola to support any schedules provided in this Section 22.0,
Iridium must notify Motorola by March 23, 1998 that Iridium accepts
the terms of this Section 22.0.
The work specified by this proposal for the installation and
configuration of the encryption devices is anticipated to start * and
be completed by *. This section 22.0 will only cover the installation
of equipment at the MCF, BCF, GTAC and the Iridium Gateways.
Installation at any other locations not covered by the above will be
the responsibility of Iridium or its partners.
*
22.3 ENCRYPTION EQUIPMENT PROCUREMENT AND DELIVERY
Iridium will procure, ship and clear for export all data encryption
equipment to each location requiring encryption. Iridium will send to
Motorola at the MCF the Equipment Manufacturing Certificate for each
encryption device so that encryption keys can be maintained at the MCF
for the * encryption service.
Motorola will procure the * software for * from * and a Work Station
to run the software for network key management control for the
encryption devices at the MCF and a back up system at the BCF.
Motorola will procure maintenance contracts for the * software
annually from * and assure that the latest version available is in
operation.
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 42
44
22.4 DESIGN AND DEVELOPMENT FOR * ENCRYPTION
22.4.1 DESIGN AND DEVELOPMENT
Motorola will design the Gateway Equipment hardware required to add
frame relay encryption services to the *. Motorola will modify the
current GIE configuration to allow for the installation of one * data
encryption unit and up to two additional serial encryption devices for
GBS locations not connected to the *. Motorola shall design and
develop the mechanical hardware to support this installation in the
GIE. Provision will be made for LAN connections for access to and
control of the encryption devices. The effort under this Section 22.0
shall include the design and development of connectivity architecture
and interface requirements.
22.4.2 DOCUMENTATION MODIFICATION
Motorola will modify the Gateway Design Package delivered to Iridium
pursuant to Subsection 4.3.B - Milestone 10 of the TNDC to include the
Encryption Hardware changes designed and developed under this Section
22.0.
22.4.3 TASK DESCRIPTION
Motorola will provide mounting brackets for one * encryption unit and
up to two additional serial encryption devices for the existing GIE
racks at each Gateway. Encryption devices will be procured by
Iridium. The mounting will be consistent with the existing GIE
devices and therefore consistent with survival of * testing. The GIE
has successfully passed *. Strict application of the Bellcore test
procedures would require that a fully populated GIE, including
encryption equipment (or at least a GIE rack with installed encryption
equipment and dummy loads for the other equipment) be tested for
seismic survival. Motorola is well capable of conducting this test.
To reduce costs, however, the parties agree to the compliance plan
described in the following subsection.
22.4.4 * PROOF OF PERFORMANCE
*
Motorola mechanical engineers will select the mounting position of the
encryption units and design the mounting devices. These parts will be
added to the structural model and analysis will predict whether *. No
additional testing of the full rack will be performed.
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 43
45
* test will be estimated using the model, the known location of the
encryption units in the rack, and the accelerometer tests from the
previous testing. Actual encryption units, one of each type, will be
tested, using these calculated loads as the test waveform input. The
test approach is to assemble test equipment with an actual encryption
unit, test to make sure encryption is functional, apply the *. In the
event the encryption equipment does not pass the test, Motorola will
recommend a course of action to Iridium, but any such action will be
at additional expense to Iridium.
If the analysis shows the GIE would fail testing, the encryption
equipment will be mounted in a separate rack. This rack, with the
encryption units installed, will be tested to the *. The cost of this
rack will be the responsibility of Iridium.
22.5 ENCRYPTION EQUIPMENT INSTALLATION
22.5.1 PHYSICAL AND LOGICAL LOCATION
*. Required installation hardware and instructions for installation
will be designed by Motorola and made available to each Gateway
location prior to installation.
Physical installation of the encryption equipment into the GIE rack
shall be coordinated and supported by Iridium at each location.
22.5.2 ENCRYPTION EQUIPMENT INSTALLATION LOCATIONS
Motorola will perform any reconfiguration of the GIE rack as required,
install the encryption equipment at each location and perform the
initial set up of the encryption device. *
Locations within the continental US where Motorola will perform such
work are the MCF in Virginia, and the Gateway and GTAC in Arizona.
22.6 INSTALLATION SCHEDULE
Motorola will begin installation at each location, as specified in
Section 22.5, and in accordance with Section 22.2, which shall be
accomplished at the time of * installation at the corresponding
location. Iridium will notify Motorola in writing when the encryption
equipment is available at each location and ready for installation and
configuration.
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 44
46
22.7 PROBLEM RESOLUTION DURING INSTALLATION
Motorola will use commercially reasonable efforts to resolve all
problems found during the installation at each location that Motorola
installs and ensure the integrity of that * encrypted circuit. *
22.8 NETWORK TESTING FOLLOWING INSTALLATION
Motorola will test the circuit end to end at locations installed by
Motorola by sending and receiving representative data files at both
ends of the circuit to assure connectivity and proper operation of the
encrypted circuit.
This testing may occur during the performance of other activities at
the Gateways, so this testing will have to be coordinated on a
non-interrupting basis with these other activities.
22.9 KEY MANAGEMENT AND OPERATION
Key Management shall be provided by Motorola at the MCF with back up
at the BCF. Motorola will use commercially reasonable efforts to
maintain the encryption keys for all locations connected to the
network and change the keys per the scheduled interval. Motorola
shall not be liable for any damages, costs or losses relating to key
management and operation.
Motorola will provide an engineer at the MCF for maintenance and
support of the encrypted * Network. Iridium will bear the costs
needed to support this engineer.
22.10 MAINTENANCE
Maintenance of the encryption equipment after installation, other than
Network Key Management, will be the responsibility of Iridium.
Motorola will provide reasonable assistance to Iridium from the MCF in
identifying when an encryption device is defective at a location.
Iridium may work with the equipment supplier for repair and/or
replacement of defective equipment.
Iridium is responsible for all export licenses associated with moving
* encryption equipment to and from foreign locations for repair.
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 45
47
22.11 MILESTONES
The work under this Section 22.0 shall be performed, and Iridium shall
pay for such work, in accordance with the following Milestone:
Milestone Schedule Total
Number Milestone Description Completion Date Amount
------ --------------------- --------------- ------
22-1 Modified Gateway Design * *
(Previously M-1)
22-2 Completed * Encrypted Network of * *
Motorola Installed Equipment
(Previously M-2)
22-3 Annual Service Fee * *
(Previously M-3)
22-4 Annual Service Fee * *
(Previously M-4)
22-5 Annual Service Fee * *
(Previously M-5)
22-6 Annual Service Fee * *
(Previously M-6)
22-7 Annual Service Fee * *
(Previously M-7)
22-8 Optional Extension of Service Fee * *
(Previously M-8)
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 46
48
22-9 Optional Extension of Service Fee * *
(Previously M-9)
22.12 SERVICE REQUIREMENTS, ASSUMPTIONS AND CONDITIONS PRECEDENT
The following items are assumptions underlying the *
Encryption features and conditions precedent to the
availability and operation of such features and Motorola's
performance under this Section 22.0
1) It is the responsibility of the GW and GBS Operators
to develop their own methods and operational
procedures according to their needs and capabilities.
2) Iridium will make provisions for Motorola to have
electronic access to all encryption equipment at the
MCF for Encryption Key Management.
3) Iridium will provision the installation of encryption
equipment that Iridium installs so that a LAN
connection is provided to the encryption equipment.
4) Iridium will provide access for Motorola personnel to
all Gateways for installations of the * encryption
equipment.
22.13 LIMITATIONS AND PERFORMANCE EXCLUSIONS
The following items are not included in Motorola's performance
under this Section 22.0.
1) Installation of encryption equipment at any GBS
location.
2) Installation of encryption devices at any Customer
Care Center, Cellular Clearing House, or the Iridium
Data Center.
3) Any overhead cost caused by adding encryption that
causes a reduction in circuit capacity to the * is
the responsibility of Iridium to recover.
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933. 47
