EXHIBIT 4.20
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CONTRACT
FOR
LAND LAUNCH
LAUNCH SERVICES
BETWEEN
SEA LAUNCH LIMITED PARTNERSHIP
Acting through its General Partner
SEA LAUNCH COMPANY, L.L.C.
AND
ASIA SATELLITE TELECOMMUNICATIONS COMPANY LIMITED
CONTRACT NUMBER
SLC-AST-C-06019
SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS
COMPANY LIMITED PROPRIETARY
TABLE OF CONTENTS
ARTICLE 1 -- DEFINITIONS.....................................................4
ARTICLE 2 -- CONTRACTUAL DOCUMENTS...........................................7
ARTICLE 3 -- SERVICES TO BE PROVIDED BY CONTRACTOR...........................7
ARTICLE 4 -- CONTRACT PRICE..................................................8
ARTICLE 5 -- PAYMENTS........................................................8
ARTICLE 6 -- LAUNCH SCHEDULE.................................................9
ARTICLE 7 -- LAUNCH POSTPONEMENTS............................................11
ARTICLE 8 -- EXCUSABLE DELAYS................................................12
ARTICLE 9 -- OBLIGATIONS BEFORE AND AFTER LAUNCH.............................12
ARTICLE 10 -- COMMUNICATION and COORDINATION BETWEEN CONTRACTOR and
CUSTOMER.......................................................13
ARTICLE 11 -- PERMITS AND APPROVALS..........................................14
ARTICLE 12 -- TITLE TO PROPERTY..............................................14
ARTICLE 13 -- REPLACEMENT LAUNCH.............................................15
ARTICLE 14 -- TERMINATION....................................................16
ARTICLE 15 -- RISK ALLOCATION................................................18
ARTICLE 16 -- PROPRIETARY DATA...............................................21
ARTICLE 17 -- RIGHTS TO INVENTIONS AND DATA..................................22
ARTICLE 18 -- CHANGES........................................................23
ARTICLE 19 -- ASSIGNMENT.....................................................23
ARTICLE 20 -- PUBLIC RELEASE OF INFORMATION..................................24
ARTICLE 21 -- DISPUTE SETTLEMENT.............................................24
ARTICLE 22 -- APPLICABLE LAW.................................................24
ARTICLE 23 -- SEVERABILITY...................................................24
ARTICLE 24 -- WAIVERS........................................................24
ARTICLE 25 -- HEADINGS AND NUMBERS...........................................25
ARTICLE 26 -- ENTIRE AGREEMENT...............................................25
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SEA LAUNCH/ASIA SATELLITE TELECOMMUNICATIONS
COMPANY LIMITED PROPRIETARY
CONTRACT FOR LAUNCH SERVICES
This Contract is made and entered into by and between Sea
Launch Limited Partnership, an exempted limited partnership organized under the
laws of the Cayman Islands acting through its General Partner, Sea Launch
Company, L.L.C., a United States limited liability company organized under the
laws of the State of Delaware ("CONTRACTOR") and having offices in Long Beach,
California; and Asia Satellite Telecommunications Company Limited ("CUSTOMER"),
and having offices at 17/F, The Xxx Gardens, 33 Hysan Avenue, Causeway Bay,
Hong Kong.
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ARTICLE 1 -- DEFINITIONS
The terms used in the Contract shall have the following definitions:
1.1 BAIKONUR SPACE CENTER means the payload processing area and
surrounding facilities for the loading and unloading of the Launch
Vehicle and Spacecraft, payload processing facilities and launch pad
at Baikonur, Kazakhstan.
1.2 BUSINESS DAY means any day other than the following: a Saturday,
Sunday, and any other day on which national banks are authorized to be
closed in New York City, New York or in Hong Kong.
1.3 CONTRACT means this Contract as defined in Article 2, Contractual
Documents.
1.4 CONSTRUCTIVE TOTAL FAILURE means a Constructive Total Loss of the
Spacecraft due to performance of the Launch Vehicle.
1.5 CONSTRUCTIVE TOTAL LOSS shall mean the Spacecraft has lost more
than[o], provided, however, that the meaning assigned to the term
"Constructive Total Loss" in CUSTOMER's policy of Launch and In-Orbit
Insurance, if any, in place at the time of Launch shall take
precedence over this definition. CUSTOMER shall promptly provide a
copy of such definition to CONTRACTOR after the issuance of such
policy of Launch and In-Orbit Insurance, if any.
1.6 DAY or DAY means a calendar day unless otherwise indicated.
1.7 EFFECTIVE DATE OF CONTRACT OR "EDC" means the date of last signature
of this Contract by an authorized representative of CONTRACTOR or
CUSTOMER.
1.8 EXCUSABLE DELAY shall have the meaning as defined in Article 8,
Excusable Delays.
1.9 INTENTIONAL IGNITION means, with respect to the Spacecraft, the time
in the ignition process for the purpose of Launch that coincides with
the [o], for ignition of the Launch Vehicle main engine.
1.10 INTERFACE CONTROL DOCUMENT OR "ICD" means the document that defines in
detail the interfaces between CUSTOMER provided Spacecraft system
(including support equipment) and the Launch Vehicle system (including
facilities and support equipment) for the specific mission.
1.11 LAUNCH means the Intentional Ignition of the first stage engine of the
Launch Vehicle[o]. A Launch is deemed not to have occurred in the
event of a Terminated Ignition.
1.12 LAUNCH ACTIVITIES means the activities carried out by either Party or
the Related Third Parties of either Party in connection with a Launch
and shall include all Launch and pre-launch ground activities
beginning with the arrival of the Spacecraft at Baikonur Space Center
and ending with departure of all property and personnel of CUSTOMER
and its Related Third Parties from Baikonur Space Center.
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1.13 LAUNCH AND IN-ORBIT INSURANCE means insurance covering the risk of
Launch and the risks of in-orbit failures including Constructive Total
Loss and Total Loss of the Spacecraft.
1.14 LAUNCH DAY means the calendar day within the Launch Slot established
for the Launch pursuant to the Contract.
1.15 LAUNCH OPPORTUNITY means the availability of a position in the Land
Launch manifest for the Launch of the Spacecraft, and is based upon
these criteria: [o].
1.16 LAUNCH PERIOD means a period of time of not less than ninety (90) days
within the Launch Semester or as established in Article 6, Launch
Schedule, during which the Launch will occur.
1.17 LAUNCH READY SPACECRAFT means (i) all Spacecraft manufacturing,
testing and verification are complete with all manufacturing and test
anomaly corrective actions closed; (ii) The Spacecraft will have no
open recalls on its components or subsystems; (iii) All payload
interfaces, environments and loads are compatible with the Zenit 3 SLB
launch vehicle as established during the mission integration process;
(iv) CUSTOMER has approved delivery of the Launch Ready Spacecraft to
the Baikonur Space Center for launch.
1.18 LAUNCH SCHEDULE means the then current Launch Semester, Launch Period
or the then current Launch Slot or Launch Day, if established.
1.19 LAUNCH SEMESTER means a period of time not less than one hundred
eighty (180) days as established in Article 6, Launch Schedule, during
which the Launch will occur.
1.20 LAUNCH SERVICES means the services provided by CONTRACTOR as defined
in Article 3, Services to be provided by CONTRACTOR.
1.21 LAUNCH SITE means the Zenit launch complex at the Baikonur Space
Center in Baikonur, Kazakhstan.
1.22 LAUNCH SLOT means a thirty (30) day period of time within the Launch
Period during which the Launch will occur.
1.23 LAUNCH VEHICLE means the expendable launch vehicle Zenit 3SLB to
perform the Launch of the Spacecraft.
1.24 LAUNCH VEHICLE PERFORMANCE means:
1.24.1 The environmental conditions experienced by the Spacecraft as
measured and recorded by CONTRACTOR via telemetry. CONTRACTOR
uses the measurements to ascertain compliance with the
environments agreed to by the Parties in the "Land Launch to
Spacecraft Interface Control Document (ICD)".
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1.24.2 If applicable, the functional interface between the Launch
Vehicle and the Spacecraft as measured and recorded by
CONTRACTOR via telemetry. CONTRACTOR uses such measurements
to ascertain compliance with the functional interface
requirements agreed to by the Parties in the "Land Launch to
Spacecraft Interface Control Document (ICD)".
1.24.3 The Spacecraft injection orbit parameters as measured and
recorded by CONTRACTOR via telemetry. CONTRACTOR uses the
measurements to ascertain compliance with the injection orbit
parameters as agreed to by the Parties in the "Land Launch to
Spacecraft Interface Control Document (ICD)".
1.25 LAUNCH WINDOW means a specific daily time period or periods within
each of one or more potential Launch Days during which the Launch can
occur to meet mission requirements.
1.26 LEGAL BANK HOLIDAY means any day on which national banks are
authorized to be closed in New York City, New York, USA or in Hong
Kong.
1.27 OPTION LAUNCH means the ability of CUSTOMER to order from CONTRACTOR
an additional Launch Service to be performed under the same terms and
provisions as the Launch Services under this Contract, unless
otherwise provided under this Contract.
1.28 PARTY OR PARTIES means CONTRACTOR or CUSTOMER or both depending on the
context.
1.29 POSTLAUNCH SERVICES means the reports and range services as defined in
the Statement of Work that are to be provided by CONTRACTOR to
CUSTOMER after Launch.
1.30 RESERVED
1.31 RESERVED
1.32 RELATED THIRD PARTIES means any of the following parties, but in each
case only if such party is involved in Launch Activities at the
Baikonur Space Center:
(i) Employees, directors, officers or agents of CONTRACTOR or
CUSTOMER, including their affiliates, parents or partner
entities;
(ii) Customers of CUSTOMER and the employees of those customers;
(iii) Contractors and subcontractors at any tier of CONTRACTOR,
including Space International Services ("SIS"), or CUSTOMER
and the employees of those contractors and subcontractors;
and
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(iv) Any party with a financial interest in CONTRACTOR, SIS or
CUSTOMER, the Launch Vehicle, or the Spacecraft.
1.33 REPLACEMENT LAUNCH shall have the meaning as defined in Article 13.1.
1.34 SPACECRAFT means the hardware delivered by CUSTOMER to, and accepted
by, CONTRACTOR at the Baikonur Space Center (including any hardware
supplied in connection with the Option Launch (if applicable)), in
support of a wholly commercial mission (no military use or purpose)
for Launch by CONTRACTOR pursuant to the Contract and which is
compatible with the Launch Vehicle.
1.35 TERMINATED IGNITION means following Intentional Ignition the first
stage engines of the Launch Vehicle have been shut down for any reason
before the [o] and the pad is officially declared safe by the
responsible authorities.
1.36 TERMINATION LIABILITY shall have the meaning as defined in Article 14,
Termination.
1.37 THIRD PARTY means any individual or legal entity other than the
Parties or Related Third Parties.
1.38 TOTAL FAILURE means a Total Loss of the Spacecraft due to performance
of the Launch Vehicle.
1.39 TOTAL LOSS shall mean the complete loss, complete destruction or
complete failure of the Spacecraft that is mated with the Launch
Vehicle, provided, however, that the meaning assigned to the term
"Total Loss" in CUSTOMER's policy of Launch and In-Orbit Insurance, if
any, in place at the time of Launch shall take precedence over this
definition. CUSTOMER shall promptly provide a copy of such definition
to CONTRACTOR after the issuance of such policy of Launch and In-Orbit
Insurance, if any.
ARTICLE 2 -- CONTRACTUAL DOCUMENTS
2.1 This Contract shall consist of the following documents:
2.1.1 General Provisions, Articles 1 through 26
2.1.2 Statement of Work
2.2 In the event of conflict between the General Provisions and the
Statement of Work the General Provisions shall have precedence over
the Statement of Work.
ARTICLE 3 -- SERVICES TO BE PROVIDED BY CONTRACTOR
3.1 CONTRACTOR shall provide Launch Services for the Launch of the
CUSTOMER Spacecraft delivered by CUSTOMER to the Baikonur Space Center
in accordance with the Statement of Work for the specific Launch.
Except for Postlaunch Services as specified herein, Launch Services
provided under the Contract shall be deemed to have been completed
upon Launch.
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3.2 RESERVED
ARTICLE 4 -- CONTRACT PRICE
4.1 The Contract price is as follows: $[O]
4.2 RESERVED
4.3 The Launch Services price set forth above include all taxes, duties
and other levies imposed on any CONTRACTOR furnished service or
materials by the U.S. or Commonwealth of Independent States ("CIS")
Governments (e.g., Russia, Ukraine and Kazakhstan) and/or any
political subdivisions thereof; but exclude any taxes, duties, or
other levies that may be imposed on any CUSTOMER-furnished Spacecraft,
support equipment, or material used in the transportation of
CUSTOMER-furnished Spacecraft or support equipment. Any taxes, duties,
or other levies imposed on any CUSTOMER-furnished Spacecraft, support
equipment, or material used in the transportation of
CUSTOMER-furnished Spacecraft or support equipment that become the
obligation of CONTRACTOR to pay, will be reimbursed by CUSTOMER to
CONTRACTOR within thirty (30) days of the receipt of CONTRACTOR's
request for payment.
ARTICLE 5 -- PAYMENTS
5.1 CUSTOMER shall pay the Contract Price in U.S. dollars as in accordance
with the following terms:
5.1.1 CUSTOMER shall make an initial payment of [o] of the Contract
Price for the Launch as set forth in Article 4, Contract
Price, which shall be due and payable within three (3) days
of EDC.
5.1.2 CUSTOMER shall make the balance of the payments of the
Contract Price for each Launch in [o] additional payments,
beginning [o] prior to the first day of the Launch Semester
as specified in Article 6, and in accordance with the
following payment schedule:
[o]
NOTE: For payment purposes under this Article 5 and for purposes of
Paragraph 14.1.1, "L" is defined as the first Day of the Launch
Schedule.
5.2 CONTRACTOR shall submit invoices to CUSTOMER thirty (30) days in
advance of the scheduled due date for all payments other than the
initial payment, for which CONTRACTOR shall submit an invoice on EDC.
If the due date falls on a Saturday, Sunday, or Legal Bank Holiday,
payment is due on the following Business Day.
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5.3 Payment shall be made by electronic bank transfer, free of charge to
CONTRACTOR, in the amount specified in the invoice and pursuant to the
instructions contained in the invoice.
Payment shall be deemed to have been made when credit for the due and
payable amount has been established in the payee's designated bank
account.
5.4 In the event payment has not been received by CONTRACTOR by the due
date, or has been received in part only, CUSTOMER shall pay CONTRACTOR
interest on any unpaid amount based on the interest rate charged by
Citibank of New York City to its preferred customer's (the prime rate)
plus [o]%. [o], all payments then due and owing, including any
interest thereon, must be made to CONTRACTOR.
5.5 In the event of postponement requested by CONTRACTOR pursuant to
Paragraph 7.2 of Article 7, Launch Postponement, including any
postponement due to an excusable delay, the payments shall be
suspended for the duration of the postponement and/or excusable delay
and then resumed with the payment schedule for all remaining payments
shifted forward by the period of the postponement and/or excusable
delay. In the event of postponement requested by CUSTOMER pursuant to
Paragraph 7.1 of Article 7, Launch Postponements, including any
postponement due to an excusable delay, the payments must continue
according to the original payment schedule.
ARTICLE 6 -- LAUNCH SCHEDULE
6.1 The Launch of the Spacecraft shall take place during the following
Launch Semester(s):
LAUNCH LAUNCH SEMESTER
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AsiaSat 5 1 July 2008 through 31 December 2008
6.2 CONTRACTOR shall submit a proposed Launch Period to CUSTOMER at least
[o] months prior to the first day of the Launch Semester identified in
6.1 above. CUSTOMER shall respond to such proposal within fourteen
(14) days of the proposal. The Launch Slot shall be determined by
mutual agreement of the Parties at least [o] months prior to the first
day of the established Launch Semester based on the availability of
Launch Opportunities.
6.3 CONTRACTOR shall submit a proposed Launch Slot to CUSTOMER at least
[o] months prior to the first day of the established Launch Period.
CUSTOMER shall respond to such proposal within fourteen (14) days of
the proposal. The Launch Slot shall be determined by mutual agreement
of the Parties at least [o] months prior to the first day of the
established Launch Period based on the availability of Launch
Opportunities.
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6.4 CONTRACTOR shall submit a proposed Launch Day to CUSTOMER at least
months prior to the first day of the Launch Slot. CUSTOMER shall
respond to such proposal within fourteen (14) days of the proposal.
The Launch Day shall be determined by mutual agreement of the Parties
at least [o] months prior to the first day of the Launch Slot based on
the availability of Launch Opportunities. Upon commitment to a Launch
Day, CUSTOMER agrees to deliver the Spacecraft to the Cosodrome in
Baikonur no earlier than X-days prior to the Launch Day and no later
than Y-days prior to the Launch Day. [Note: X & Y days are determined
by Spacecraft type AS WELL AS BY OPERATIONS AT THE LAUNCH SITE. [o]]
6.5 The Launch Window shall be determined by mutual agreement of the
Parties no later than [o] prior to the Launch Day based on the
availability of Launch Opportunities.
6.6 The following launch manifest guidelines shall govern the
establishment of Launch Schedule priorities between CONTRACTOR,
CUSTOMER, and third party customers of CONTRACTOR, excluding any
commitments or obligations by CONTRACTOR prior to EDC:
6.6.1 In the event of a postponement by [o], for any reason, the
launching order remains in effect as of the date of [o]
postponement, excluding the following:
i) [o], shall not be postponed.
ii) [o] due to (a) [o] shall be initially scheduled on a
priority basis. After the initial scheduling procedure,
shall maintain its position in the launching order and
shall be treated as a standard Launch Service for any
subsequent postponement by [o].
6.6.2 In the event of a scheduling conflict between two or more
customers arising during the process of establishing an
initial Launch Schedule due to overlapping Launch Schedules,
[o] shall have precedence.
6.6.3 In the event of a scheduling conflict arising during the
process of establishing a revised Launch Schedule due to a
postponement in the [o] , or postponement to the date
specified, or due to a postponement [o], the[o] shall have
precedence.
6.6.4 When establishing a Launch Period, Launch Slot or Launch Day
(pursuant to Articles 6.2, 6.3, and 6.4 above, respectively),
in the event that mutual agreement cannot be achieved,
CONTRACTOR shall determine the Launch Period, Launch Slot or
Launch Day in accordance with its manifest guidelines and
operational commitments.
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6.6 CUSTOMER shall notify CONTRACTOR thirty (30) days prior to delivery of
the Spacecraft to the Baikonur Space Center. If CUSTOMER fails to
deliver the Spacecraft within the period specified in paragraph 6.4 of
this Article and in accordance with the notification required in this
paragraph, CONTRACTOR may, depending on manifest constraints, treat
the late delivery of the Spacecraft or the inability to export the
Spacecraft within the same timeframe as a postponement by CUSTOMER in
accordance with Article 7, Launch Postponements.
ARTICLE 7 -- LAUNCH POSTPONEMENTS
7.1 CUSTOMER may request a change to the Launch Schedule for any reason by
providing written notice of any desired change.
7.1.1 CUSTOMER must request a change to the Launch Schedule in
writing as soon as CUSTOMER knows that CUSTOMER will not be
able to maintain the current Launch Schedule. At the time of
the request for a change, CUSTOMER will propose a new Launch
Schedule that CUSTOMER is actually ready and able to
maintain. Upon submittal of the request for a change to the
Launch Schedule, CUSTOMER relinquishes the postponed Launch
Schedule on the CONTRACTOR manifest. Within thirty (30) days
of the receipt of the written request for a Launch Schedule
change, CONTRACTOR will either inform CUSTOMER that a Launch
Opportunity is available as requested or will propose an
alternative Launch Schedule as close as possible to the
Launch Schedule requested by CUSTOMER. If an alternative
Launch Schedule is proposed by CONTRACTOR, CUSTOMER will
within thirty (30) days respond by either accepting the
alternative Launch Schedule proposed by CONTRACTOR or by
proposing another Launch Schedule. This process shall
continue until the Parties come to agreement on the Launch
Schedule.
7.1.2 In the event that a single postponement or cumulative
postponements by CUSTOMER exceed [o] for the Launch, the
exclusive right and remedy of CONTRACTOR shall be either
renegotiation of the Contract, including price and terms, or
termination in accordance with Article 14, Termination.
7.2 CONTRACTOR may request a change to the Launch Schedule in the event
that a Launch Opportunity does not exist within the current Launch
Schedule.
7.2.1 CONTRACTOR will provide written notice of any desired change
to the Launch Schedule as soon as CONTRACTOR knows that a
Launch Opportunity will not be available. CONTRACTOR will
propose a new Launch Schedule at the time of the request for
a change. Within thirty (30) days of the receipt of the
written request for a Launch Schedule change, CUSTOMER will
either accept the alternative Launch Schedule proposed by
CONTRACTOR or will propose another Launch Schedule.
7.2.2 Postponements by CONTRACTOR under this Article shall not
exceed a total of [o] for any Launch. In the event that a
single postponement or
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cumulative postponements exceed [o] for a Launch, the
exclusive right and remedy of CUSTOMER shall be either
renegotiation of the Contract, including price and terms, or
termination in accordance with of Article 14, Termination.
7.3 The length of a postponement under this Article is measured from the
first day of the then current Launch Schedule existing at the time of
the request for the postponement to the first day of the proposed
Launch Schedule. Days during which an excusable delay exists as
defined in Article 8, Excusable Delays, and which affect the Launch
Schedule of the postponed launch, are not included in determining the
length of a postponement under this Article.
ARTICLE 8 -- EXCUSABLE DELAYS
8.1 Neither CONTRACTOR nor CUSTOMER shall be liable to the other in the
event of a delay in the performance of its obligation or commitments,
and the date on which those obligations are to be fulfilled shall be
extended for a period of time equal to that caused by the delay, when
the delay is considered to be an excusable delay, that is due to
causes beyond the control of CONTRACTOR or CUSTOMER as the case may
be, and not due to their fault or negligence in reasonably
anticipating and avoiding such delays. Such excusable delays also
include the excusable delays of subcontractors when the item(s) or
service(s) provided by the subcontractor cannot be reasonably obtained
from other sources. Such excusable delays shall include, but not be
limited to: acts of God; fires; explosions; earthquakes; floods;
epidemic; quarantine restrictions; any environmental issue(s);
interruptions of essential services such as electricity, natural gas,
fuels and/or water; adverse weather or launch safety conditions that
do not permit Launch, any condition which jeopardizes the safety of
the employees of CONTRACTOR or CUSTOMER or their subcontractors; acts
(including delay or failure to act) of any governmental authority (de
jure or de facto), embargoes, strikes or labor stoppages; wars; riots;
revolutions, terrorism, and hijacking.
8.2 The inability of CONTRACTOR to perform due to any [o] shall be an
excusable delay event.
ARTICLE 9 -- OBLIGATIONS BEFORE AND AFTER LAUNCH
9.1 CONTRACTOR shall provide to CUSTOMER and CUSTOMER shall provide to
CONTRACTOR the data, hardware and services identified in the Statement
of Work according to the schedules provided therein. The data,
hardware and services will be received in a condition suitable for
their intended use as defined by the requirements of the Statement of
Work. In the event that the data, hardware or services are not
received according to their schedule or requirements, and the
non-availability will affect the Launch Schedule, the following
procedure shall apply:
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9.1.1 The Party receiving or failing to receive the data, hardware
or services shall promptly notify the other Party in writing
including a statement of the discrepancy and recommended
solutions. The Party receiving the notification shall provide
written direction to the other Party on how to proceed,
considering the recommendations of the other Party, within
seven (7) days of the receipt of notice.
9.1.2 The Party receiving or failing to receive the data, hardware
or services shall use reasonable commercial efforts to
continue its obligations under the Contract without affecting
the Launch Schedule. If, however, this is not possible
despite the exercise of such efforts of the receiving Party,
and the Launch Schedule is affected as a result of the
failure of one Party to deliver the data, hardware or
services in accordance with the schedule or requirements of
the Statement of Work, then a Launch postponement shall be
declared by the receiving Party and such delay shall be
considered a delay under the appropriate provisions of
Article 7, Launch Postponements by the Party providing or
failing to provide the data, hardware or services.
9.2 The Parties recognize that CONTRACTOR has no ability to alter the
performance or in any way correct any defect in the Launch Vehicle
after Launch. An agreement by CUSTOMER to conduct the Launch, given at
the final Launch readiness review, shall constitute a waiver by
CUSTOMER of any claim that the Launch Vehicle or Launch Services do
not meet the requirements of the Statement of Work, or that the Launch
Vehicle or Launch Services are not otherwise suitable for their
intended purpose. Except for Postlaunch Services, the sole liability
or obligation of CONTRACTOR for performance subsequent to Launch is to
provide a replacement launch in accordance with Article 13,
Replacement Launch.
ARTICLE 10 -- COMMUNICATION AND COORDINATION BETWEEN CONTRACTOR AND CUSTOMER
10.1 All notices and communications between the Parties that are required
or permitted under the Contract, in order to be given effect, shall be
in writing and shall be addressed as listed below.
For Financial Matters Sea Launch Company, L.L.C.
(billing/invoices): Xxx Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxxxxx 00000-0000
Attention: [o]
Telephone: (000) 000-0000
Fax: (000) 000-0000
Asia Satellite Telecommunications Company Limited
00/X, Xxx Xxx Xxxxxxx, 00 Xxxxx Xxxxxx, Xxxx Xxxx
Attention : General Manager Finance
Telephone: (000) 0000 0000
Fax: (000) 0000 0000
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All Notices to Sea Launch Company, L.L.C.
CONTRACTOR: Xxx Xxxxx Xxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxxxxx 00000-0000
Attention: [o]
Manager, Customer and Performance Contracts
Phone: (000) 000-0000
Fax: (000) 000-0000
Notices to CUSTOMER: Asia Satellite Telecommunications Company Limited
00/X, Xxx Xxx Xxxxxxx, 00 Xxxxx Xxxxxx, Xxxx Xxxx
Attention: General Manager Finance
Telephone: (000) 0000 0000
Fax: (000) 0000 0000
10.2 CONTRACTOR and CUSTOMER each shall designate a Mission Manager no
later than one (1) month after the EDC. The task of each of the
Mission Managers shall be to supervise and coordinate the respective
payload integration and mission analysis activities that are to be
coordinated between the Parties. Neither Mission Manager is authorized
to direct work contrary to the requirements of the Contract or to make
modifications to the Contract. Each Party may replace its Mission
Manager provided the other Party has received notification in writing
of such action.
10.3 All documentation, notices, reports and correspondence required
pursuant to the Contract shall be submitted and maintained in the
English language. All communication at the Baikonur Space Center
between the Parties and with Related Third Parties and between the
personnel of the Parties or Related Third Parties shall be in English.
The Parties shall mutually agree upon standards for transliteration
and translation of non-English information.
ARTICLE 11 -- PERMITS AND APPROVALS
11.1 Each Party is responsible for obtaining all necessary licenses,
permits, approvals, and authorizations to perform its respective
obligations under the Contract. Each Party agrees to timely assist and
support the other Party to the extent practicable, in obtaining such
licenses, permits, approvals, and authorizations.
ARTICLE 12 -- TITLE TO PROPERTY
12.1 CUSTOMER understands and agrees that at no time does CUSTOMER obtain
title to or any ownership of or any other legal or equitable right or
interest in or to any part of any Launch Vehicle, or in any other
property of CONTRACTOR, whether real or personal, tangible or
intangible, including without limitation hardware used or furnished by
CONTRACTOR in providing Launch Services under this Contract.
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Such property of CONTRACTOR shall be considered between the Parties to
be the property of CONTRACTOR.
12.2 CONTRACTOR understands and agrees that at no time does CONTRACTOR
obtain title to or any ownership of or any other legal or equitable
right or interest in or to the Spacecraft of CUSTOMER or any part
thereof including without limitation hardware used or furnished in
performing the obligations of CUSTOMER hereunder. Such property of
CUSTOMER shall be considered between the Parties to be the property of
CUSTOMER.
ARTICLE 13 -- REPLACEMENT LAUNCH
13.1 REPLACEMENT LAUNCH
13.1.1 CUSTOMER may request a Replacement Launch in accordance with
Article 13.1 in the event of a Total Failure or Constructive
Total Failure or a Total Loss or Constructive Total Loss. In
the case of a Total Loss or Constructive Total Loss, the
priority rights set forth in Article 6.6.1 as to scheduling
the Replacement Launch are subject to any pre-existing
commitment(s) or obligation(s) CONTRACTOR may have to a Third
Party customer(s).
13.1.2 CUSTOMER's request for a Replacement Launch must be in
writing and received by CONTRACTOR (i) no later than [o]
after the Launch which resulted in a Total Loss or
Constructive Total Loss, or (ii) no later than after the
determination [o], as set forth in Paragraph 13.1.8, of a
Total Failure or Constructive Total Failure. The request
shall indicate the Launch Semester desired for the
Replacement Launch, and such Launch Semester shall commence
no later than [o] from the date of the request.
13.1.3 CONTRACTOR shall inform CUSTOMER, after receipt of the
request, if a Launch Opportunity exists in the requested
Launch Semester. If a Launch Opportunity does not exist in
the requested Launch Semester, the Parties will negotiate in
good faith to reach a mutually acceptable Launch Semester.
13.1.4 Any agreement reached by the Parties on a Replacement Launch
shall be in writing. The Replacement Launch shall be provided
in accordance with the terms and conditions of the Contract.
13.1.5 The configuration and mission requirements of the Spacecraft
selected by CUSTOMER for the Replacement Launch shall be
substantially similar to the Spacecraft in regards to
spacecraft configuration or scope of integration. In the
event of differences between the Replacement Launch
spacecraft and the Spacecraft resulting in a increase in the
scope of work, CUSTOMER and CONTRACTOR shall negotiate
appropriate Contract amendments to cover reasonable increased
costs and/or schedule adjustments, if any.
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13.1.6 CUSTOMER shall pay CONTRACTOR the same price for the
replacement Launch as paid for the Launch declared a Total
Failure, Constructive Total Failure, Total Loss or
Constructive Total Loss, subject to escalation at a rate of
[o] per year calculated from the first day of the Launch
Semester established at the time of Contract award to the
first day of the Launch Semester agreed upon by the Parties
in accordance with Paragraph 13.1.3.
13.1.7 CUSTOMER shall make payment for the Replacement Launch in
accordance with the payment schedule set forth in Article 5,
Payments. CUSTOMER shall make the initial payment at the time
of the written agreement establishing the Launch Semester of
the Replacement Launch in accordance with Paragraph 13.1.3.
The initial payment shall include all past due sums.
13.1.8 [o]
13.1.9 The remedies set forth in this Article 13.1 shall constitute
the sole and exclusive remedies of CUSTOMER for Total
Failure, Constructive Total Failure, Total Loss or
Constructive Total Loss.
ARTICLE 14 -- TERMINATION
14.1 The rights of CUSTOMER to terminate this Contract or any Launch under
the Contract, and the available remedies, are limited to the
following:
14.1.1 Prior to Launch, CUSTOMER may terminate any Launch under the
Contract for any reason other than material breach or
excessive postponements. CONTRACTOR will be entitled to
retain, as liquidated damages and not as a penalty, the
amount specified in the following table as of the date of the
termination of the applicable Launch(es). Within [o] of the
date of the termination, CONTRACTOR will refund the balance,
if any, of all payments made for the Launch terminated which
are in excess of the applicable liquidated damages amount.
TERMINATION LIABILITY
[o]
14.1.2 If CUSTOMER elects to terminate the Launch for excessive
postponement under Article 7, Launch Postponements, [o] for
the Launch terminated. In the case of a multi-launch
agreement, only the Launch excessively postponed may be
terminated under this Paragraph. The right of CUSTOMER to
terminate under this Paragraph is conditioned upon receipt by
CUSTOMER of a written notification of a Launch postponement
or cumulative postponements by CONTRACTOR exceeding [o].
CUSTOMER must terminate within [o] of the expiration of the
[o] period of postponement
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or thereby waives its right to terminate the postponed Launch
under this Paragraph unless further postponed by CONTRACTOR.
14.1.3 If CUSTOMER brings any claim for material breach prior to
Launch, other than for a Launch Schedule postponement, the
exclusive remedy of CUSTOMER shall be termination of the
Launch and refund of an amount up to the total of all
payments made for the terminated Launch.
14.1.4 The exclusive rights and remedies of CUSTOMER subsequent to
Launch are limited to a replacement Launch in accordance with
Article 13, Replacement Launch.
14.2 The rights of CONTRACTOR to terminate the Contract or any Launch under
the Contract, and the available remedies, are limited to the
following:
14.2.1 CONTRACTOR may terminate the Contract or any Launch under the
Contract in the event that CUSTOMER fails to comply with the
payment obligations specified in Article 5, Payments. In no
event shall the effective date of termination by CONTRACTOR
under this paragraph be earlier than after the due date of
any payment not made. In the case of a multi-launch
agreement, only the Launch for which payments are delinquent
may be terminated under this Paragraph. In the event of such
termination, CONTRACTOR shall retain, as liquidated damages
and not as a penalty, all payments due and/or previously paid
under Article 5, Payments, for the Launch terminated, as of
the effective date of termination.
14.2.2 If CONTRACTOR elects to terminate for excessive postponement
under Article 7, Launch Postponements, CONTRACTOR will
retain, as liquidated damages and not as a penalty, all
payments made by CUSTOMER for the Launch terminated, as of
the date of CONTRACTOR's termination notice. In the case of a
multi-launch agreement, only the Launch excessively postponed
may be terminated under this Paragraph. The right of
CONTRACTOR to terminate under this Paragraph is conditioned
upon receipt of a written notification from CUSTOMER of a
Launch postponement or cumulative postponements exceeding
[o]. CONTRACTOR must terminate within [o] of the expiration
of the [o] period of postponement or thereby waives its right
to terminate under this Paragraph unless further delayed by
CUSTOMER.
14.2.3 If CONTRACTOR brings any claim for material breach prior to
Launch other than for a Launch Schedule postponement, the
exclusive remedy of CONTRACTOR shall be termination of the
Launch and retention, as liquidated damages and not as a
penalty, of an amount up to the total of all payments made
for the terminated Launch.
14.3 Any termination for default or breach under this Article must be
preceded by thirty (30) days written notification that specifies the
default or breach and the intent to terminate in the event that the
default or breach is not or cannot be cured within thirty (30) days of
such written notice to cure.
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14.4 Both CUSTOMER and CONTRACTOR agree that the payments, refund of
payments or retention of payments specified in this Article 14
represent: (i) liquidated damages, and not a penalty, (ii) a
reasonable estimate of the actual damages that would be owed by one
Party to the other in the event of a termination and, (iii) a knowing
and considered allocation of each Party's risks and fair compensation
for either Party in the event of a termination. Liquidated damages in
the form of payments, refunds or retained payments, as applicable,
shall constitute the exclusive rights and remedies available to the
Parties in the event of termination by either Party.
ARTICLE 15 -- RISK ALLOCATION
The Parties expressly acknowledge and agree that the liabilities of CONTRACTOR
and/or of CUSTOMER, resulting from the non execution or late execution of the
services provided by CONTRACTOR, and of the technical commitments of CUSTOMER
are strictly limited to the provisions of this Contract, excluding any other
liabilities or claims.
15.1 WARRANTY
15.1.1 WARRANTY DISCLAIMER. CONTRACTOR MAKES NO WARRANTY, EXPRESS OR
IMPLIED, WITH RESPECT TO THE LAUNCH OR ANY SERVICES PROVIDED
TO OR ON BEHALF OF CUSTOMER. NOTHING IN THIS CONTRACT SHALL
BE CONSTRUED AS AN EXPRESS OR AN IMPLIED WARRANTY. CUSTOMER
ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS ARTICLE
AND THE EXCLUSION OF ALL WARRANTIES HAS BEEN BARGAINED FOR IN
THIS CONTRACT.
15.1.2 Limitation of Liability. In no event shall either Party be
liable to the other party under or in connection with this
Contract under any legal or equitable theory, including
negligence, for direct, indirect, special, consequential, or
incidental damages, or indemnities, except as expressly
provided in this Contract. Consistent with this limitation of
liability, each Party shall use commercially reasonable
efforts to ensure that its insurer(s) waive all rights of
subrogation against the other Party.
15.2 THIRD PARTY LIABILITY INSURANCE
15.2.1 CONTRACTOR shall obtain and maintain in effect a policy of
liability insurance that protects CUSTOMER and its Related
Third Parties against claims by a Third Party for death,
bodily injury or property damage resulting from Launch
Activities performed under this Contract. Such insurance
shall be in the amounts of [o], for all periods of Launch
Activities on the ground and [o] for the Launch Vehicle and
Spacecraft following a Launch.
15.2.2 Such insurance shall remain in effect from commencement of
Launch Activities until the end of Launch Activities and for
after Launch with respect to the Launch Vehicle and
Spacecraft following a Launch.
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15.2.3 The Third Party liability insurance obtained pursuant to this
Article shall not cover loss of or damage to the Spacecraft
even if the claim is brought by a Third Party or Related
Third Party.
15.3 Reserved
15.4 THIRD PARTY LIABILITY
15.4.1 Each Party agrees to indemnify, defend and hold harmless the
other Party from and against any and all claims of a Third Party
(other than claims by employees, officers or directors of a Party or
of its Related Third Parties) for death, bodily injury or property
damage to the extent that it is caused by the indemnifying Party or
its Related Third Parties while performing activities related to this
Contract. Each Party shall maintain insurance with limits sufficient
to cover the aforementioned indemnification obligation and shall use
commercially reasonable efforts to ensure that its insurer(s) waive
all rights of subrogation against the other Party to the extent the
indemnifying Party has waived its rights of recovery against the
indemnified Party.
15.5 RECIPROCAL WAIVER AND RELEASE OF CLAIMS
15.5.1 CUSTOMER and CONTRACTOR agree to a reciprocal waiver of claims
pursuant to which each Party agrees to be responsible for and to
absorb the financial and any other consequences of any property damage
or loss it sustains or any bodily injury to, death of, or property
damage or loss sustained by its own employees arising out of or
relating to any activities carried out under this Contract. Neither
Party will make any claim or institute any arbitration or judicial
proceedings against the other Party or its Related Third Parties for
such damage, loss, injury or death.
15.5.2 Each Party further agrees to require its Related Third Parties
(other than employees, officers or directors) to be responsible for
and to make no claims against the other Party or its Related Third
Parties for any property damage or loss they sustained or for any
bodily injury to, death of, or property damage or loss sustained by
their own employees arising out of or relating to any activities
carried out under this Contract.
15.5.3 If any of a Party's Related Third Parties makes a claim or
institutes any arbitration or judicial proceeding against the other
Party or its Related Third Parties for damage, loss, injury or death
to the extent required to be waived in Paragraph 15.5.2, the first
Party shall indemnify, hold harmless and defend the other Party and
its Related Third Parties from and against any liability on account of
such damage, loss, injury or death, and shall pay all expenses and
satisfy all awards and judgments which may be incurred by or rendered
against said indemnitee(s).
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15.6 SPACECRAFT
CUSTOMER assumes the risk of any actual or constructive loss of or
damage to the Spacecraft prior to, during, and after Launch, including
any loss or damage resulting from the non-availability of or inability
to use the Spacecraft following Launch. CUSTOMER shall indemnify,
defend, and hold harmless CONTRACTOR and its Related Third Parties
against all claims and actions based in whole or in part on loss or
damage to the Spacecraft, including loss or damage resulting from the
non-availability of or inability to use the Spacecraft. CUSTOMER shall
use commercially reasonable efforts to ensure that its insurers waive
all rights of subrogation against the CONTRACTOR and its Related Third
Parties.
15.7 INDEMNIFICATION- INTELLECTUAL PROPERTY INFRINGEMENT
15.7.1 CONTRACTOR agrees to defend, hold harmless and indemnify
CUSTOMER and its Related Third parties from and against any
liabilities, costs, risks, losses, damages, or injury, or any
consequences thereof, resulting from an infringement or claim
for infringement of the patent right or any other
intellectual property right of a Third Party or a Related
Third Party of CONTRACTOR which may arise from the provisions
of the Launch Services or Postlaunch Services under this
Contract by CONTRACTOR.
15.7.2 CUSTOMER agrees to defend, hold harmless and indemnify
CONTRACTOR and its Related Third parties from and against any
liabilities, costs, risks, losses, damages, or injury, or any
consequences thereof, resulting from an infringement or claim
for infringement of the patent right or any other
intellectual property rights of a Third Party or a Related
Third Party of CUSTOMER which may arise from the design and
manufacture of the Spacecraft
15.8 NOTICE AND COOPERATION
Each Party agrees to cooperate with the other Party in obtaining
relevant reports and other information in connection with the
presentation by either Party of any claim under insurance required by
this Article. A Party seeking indemnification under this Article shall
(i) promptly advise the indemnitor of any damage or injury incurred,
or the filing of any suit or any written or oral claim against it;
(ii) provide the indemnitor with copies of all relevant documentation;
and (iii) cooperate with the indemnitor and its insurers in every
reasonable manner in defending against such claim. A Party seeking
indemnification shall not make any admission, nor shall it reach a
compromise or settlement, without the prior written approval of the
indemnitor.
15.9 EVIDENCE OF INSURANCE
For any of the insurance policies required under this Contract, each
Party shall provide the other Party with a certificate evidencing such
insurance within thirty (30) days of a written request by the other
Party and require its insurer(s) to provide the other Party written
notice at least thirty (30) days prior to effectivity of any material
change in policy coverage.
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ARTICLE 16 -- PROPRIETARY DATA
16.1 The Parties recognize that technical information may be disclosed by
one Party to the other Party in the course of performance under the
Contract and that the disclosing Party may desire to protect such
information against unrestricted use or disclosure to others. To
provide protection for such information, each Party agrees to respect
such information and, to the extent it includes proprietary data, to
handle such information as provided for in this Article.
16.2 For the purpose of this Contract, the term "proprietary data" means
each Party's proprietary, secret, or confidential information, data,
processes, and physical materials, including information originated
by, or available only from the disclosing Party and information
originating with a Third Party or Related Third Party with respect to
which the disclosing Party has limited disclosure rights, and which
the disclosing Party desires to protect against unrestricted
disclosure to others, provided that such information, data, processes,
and physical materials are marked "proprietary data" or with an
equivalent legend or, if disclosed orally, is identified as
proprietary at the time of disclosure and then summarized in a written
document marked as "proprietary data" that is supplied to the
receiving Party within ten (10) days of initial disclosure.
16.3 Except as permitted herein and in paragraph 16.4 below, a Party
receiving proprietary data shall take all reasonable precautions to
prevent publication or disclosure of proprietary data to others, and
shall use such data only for the purpose of performance under the
Contract. Except as permitted herein and in paragraph 16.4 below, any
other use of such proprietary data shall be made only upon prior
written consent of the disclosing Party. Each Party agrees to protect
the other Party's proprietary data with the same degree of care as
used to protect its own proprietary data (but in no event less than a
reasonable degree of care), and to restrict disclosures of such
proprietary data to those persons, entities (i.e. insurance
underwriters) and subcontractors having a need to know the data
provided any such person, entity or subcontractor must first agree in
writing to treat any such proprietary data as confidential.
16.4 The aforementioned restrictions on the use and disclosure of
proprietary data shall not apply if the proprietary data:
16.4.1 Is in the public domain at the time of receipt or comes into
public domain thereafter through no act of the receiving
Party that is inconsistent with the aforementioned
restrictions;
16.4.2 Is known to the receiving Party prior to disclosure by the
disclosing Party;
16.4.3 Is disclosed with the prior written approval of the
disclosing Party;
16.4.4 Is independently developed by the receiving Party;
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16.4.5 Is lawfully disclosed to the receiving Party by a Third Party
under conditions permitting such disclosure;
16.4.6 Is required by applicable law, regulation or governmental
order to be disclosed, but in such case only to the extent so
required to be disclosed.
16.5 Upon termination or upon completion of performance under the Contract,
and upon the request of one Party, the other Party shall return all
proprietary data (including any copies thereof) received from that
Party, or provide written certification that such proprietary data has
been destroyed, except that either Party may retain a legal file copy.
16.6 Neither Party assumes any liability to the other Party for damages
arising from the use of or reliance upon any information disclosed
pursuant to this Article 16, except as provided elsewhere herein.
16.7 Information exchanged under this Contract may be subject to U.S.
export control laws and regulations, such as the U.S. International
Traffic in Arms Regulations (ITAR) or the Export Administration
Regulations (EAR). The disclosing Party shall clearly xxxx any such
information exchanged with an appropriate legend indicating the
relevant restrictions or applicable laws and regulations. The
receiving Party agrees that information subject to such export control
laws and regulations shall not be disclosed or transferred to a Third
Party or Related Third Party without first obtaining written approval
from the disclosing party and complying with all applicable U.S.
export control laws and regulations. Such approval shall not be
unreasonably withheld.
16.8 Information exchanged under this Contract may be subject to Russian
and/or Ukrainian export control laws and regulations. The disclosing
Party shall clearly xxxx any such information exchanged with an
appropriate legend indicating the relevant restrictions or applicable
laws and regulations. The receiving Party agrees that such information
subject to such export control laws and regulations shall not be
disclosed or transferred to a Third Party or a Related Third Party
without first obtaining written approval from the disclosing Party and
complying with all applicable export control laws and regulations.
Such approval shall not be unreasonably withheld.
ARTICLE 17 -- RIGHTS TO INVENTIONS AND DATA
17.1 CONTRACTOR and CUSTOMER agree that neither Party shall by entry into
the Contract or by performance of the Contract, acquire any rights to
or under the other Party's patents, proprietary data, or other
intellectual property or technical information, unless the grant of
any such right is expressly provided for in a separate written
agreement duly executed by the granting Party.
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ARTICLE 18 -- CHANGES
18.1 Except as set forth in paragraph 18.2, the Contract shall be modified
only upon mutual consent and such modification shall be made in
writing and shall be signed by authorized agents of both Parties.
18.2 CUSTOMER may at any time up to [o] , by a written notice, request
changes within the general scope of this Contract. If CUSTOMER
requests a change after [o] any such change will be implemented by
CONTRACTOR only if the Launch Date would remain unaffected, as
determined by CONTRACTOR in its sole discretion, as a result of the
implementation of such change. If any such change causes an increase
or decrease in the cost of, or the time required for the performance
of any part of the work under this Contract, an equitable adjustment,
to be negotiated in good faith between the Parties, shall be made in
the price, delivery schedule, or other terms affected by the requested
change, and the Contract shall be modified in writing accordingly. Any
claim by CONTRACTOR for an adjustment must be made in writing within
thirty (30) days of the receipt of any such notice. CONTRACTOR shall
not proceed with any change under this paragraph until an amendment to
this Contract is executed by both Parties authorizing the change and
making the corresponding adjustments to the work and/or the terms of
this Contract necessitated by the change.
18.3 CONTRACTOR shall have the right to recommend changes within the
general scope of this Contract. CONTRACTOR shall submit any such
change to CUSTOMER in writing and CUSTOMER shall accept or reject such
change(s) in its sole discretion. CUSTOMER shall respond to any such
change proposed by CONTRACTOR promptly but in no event later than [o]
after the date on which CONTRACTOR submitted the proposed change. If
any change causes an increase or decrease in the cost of, or the time
required for the performance of any part of the work under this
Contract, an equitable adjustment, to be negotiated in good faith
between the Parties, shall be made in the price, delivery schedule, or
other terms affected by the requested change, and the Contract shall
be modified in writing accordingly. CONTRACTOR shall not proceed with
any change under this Paragraph until an amendment to this Contract is
executed by both Parties authorizing the change and making the
corresponding adjustments to the work and/or the terms of this
Contract necessitated by the change.
18.4 Launch Service(s) postponements by CUSTOMER or CONTRACTOR shall be
resolved in accordance with Article 7 Launch Postponements of this
Contract.
ARTICLE 19 -- ASSIGNMENT
19.1 The Parties agree not to assign their respective rights or obligations
under the Contract without the prior written consent of the other
Party.
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ARTICLE 20 -- PUBLIC RELEASE OF INFORMATION
20.1 Except as required by law or regulation, no news release, public
announcement, or advertising material concerned with this Contract
shall be issued by either Party without prior written consent of the
other Party. Such consent shall not be unreasonably withheld. All
releases shall be coordinated between both Parties.
ARTICLE 21 -- DISPUTE SETTLEMENT
21.1 The Parties shall endeavor to reach an amicable settlement of any
dispute or controversy resulting from, or arising in connection with,
the performance of this Contract. In the event a settlement cannot be
reached within ten (10) Business Days by the CONTRACTOR and CUSTOMER
Mission Managers, the dispute or controversy shall be referred to the
respective Presidents/Chief Executive Officer of CONTRACTOR and
CUSTOMER, who shall use their best efforts to reach a settlement
acceptable to both Parties. If such a settlement cannot be reached
within ten (10) Business Days after referral to them, the dispute or
controversy shall be submitted to arbitration under the Rules of
Conciliation and Arbitration of the American Arbitration Association
in Los Angeles, California, by three arbitrators appointed pursuant to
the governing rules. The arbitration shall be conducted in English as
generally spoken in the United States of America. The arbitration
award shall be final and binding, and the execution thereof may be
entered in any court having jurisdiction.
ARTICLE 22 -- APPLICABLE LAW
22.1 The Contract and any matter arising under the Contract, regardless of
whether such matter is addressed in the Contract, shall be governed by
the laws of the state of California, USA, excluding its choice of law
rules.
ARTICLE 23 -- SEVERABILITY
23.1 In the event any of the provisions of the Contract shall, for any
reason whatsoever, be held to be invalid or unenforceable, the
remaining provisions shall not be affected.
ARTICLE 24 -- WAIVERS
24.1 No waiver of any of the provisions of the Contract shall be binding on
either Party unless evidenced by a written notice signed by the Party
to be bound. Failure of either Party to insist upon performance of any
of the terms or conditions herein or to exercise any right or
privilege shall not constitute a waiver. A waiver by either
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Party of a breach of any provision of this Contract does not
constitute a waiver of any succeeding breach of the same or any other
provision, nor shall it constitute a waiver of the provision itself.
ARTICLE 25 - HEADINGS AND NUMBERS
25.1 The Article, Paragraph and sub Paragraph headings and numbers are for
convenience purposes only and shall not be used to construe the terms
of this Contract.
ARTICLE 26 -- ENTIRE AGREEMENT
26.1 The Contractual documents referred to in Article 2 comprise the entire
understanding between the Parties with respect to the subject matter
of the Contract and shall supersede all prior and contemporaneous
discussions between the Parties. Neither Party shall be bound by any
conditions, warranties, definitions, statements, or documents previous
to or contemporaneous with the Contract unless the Contract makes
express reference thereto.
IN WITNESS WHEREOF, the Parties hereto have executed the Contract as of the day
and year stated:
Asia Satellite Telecommunications Sea Launch Limited Partnership acting
Company Limited through its General Partner,
Sea Launch Company, L.L.C.
By: /s/ Xxxxxxx Xxxx By: /s/ Xxxxx X'Xxxxxxx
Title: Deputy CEO Title: VP - Contracts
Date: May 8, 2006 Date: May 0, 0000
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