Exhibit 10.2





Exhibit 10.2




FOIA CONFIDENTIAL TREATMENT REQUESTED



PORTIONS OF THIS EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION



WV3 Satellite Purchase Agreement 60150




Document No. 10329664




WorldView 3 Satellite Purchase Agreement # 60150

By and Between

DigitalGlobe, Inc.

and

Ball Aerospace & Technologies Corp.




	 	 	 
	Document Number

	 	10329664 
	Release Date:

	 	Aug 20, 2010 
	Issue/Revision:

	 	Initial Release
	Effective Date:

	 	Sept 1, 2010 
	Prepared by:

	 	[**Redacted**]
	Approved By

	 	[**Redacted**]






RESTRICTION ON USE, PUBLICATION, OR DISCLOSURE OF PROPRIETARY INFORMATION




THIS AGREEMENT AND THE INFORMATION CONTAINED THEREIN ARE CONFIDENTIAL AND PROPRIETARY TO
DIGITALGLOBE AND BALL AEROSPACE & TECHNOLOGIES CORP (BATC) AND SHALL NOT BE PUBLISHED OR DISCLOSED
TO ANY THIRD PARTY WITHOUT THE EXPRESS WRITTEN CONSENT OF A DULY AUTHORIZED REPRESENTATIVE OF
DIGITALGLOBE AND BATC.


 


 









 





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TABLE OF CONTENTS




TERMS AND CONDITIONS




	 	 	 
	EXHIBIT 1 -
	 	STATEMENT OF WORK FOR THE WORLDVIEW 3 SATELLITE (“Statement of Work”)

	 	 	 

	EXHIBIT 2 -
	 	WORLDVIEW 3 SATELLITE SPECIFICATION

	 	 	 

	EXHIBIT 3 -
	 	WORLDVIEW 3 MILESTONE PAYMENT AND TERMINATION LIABILITY SCHEDULE

	 	 	 

	EXHIBIT 4 -
	 	WORLDVIEW 3 SOFTWARE LICENSE AGREEMENT

	 	 	 

	EXHIBIT 5 -
	 	WORLDVIEW 3 BI-LATERAL NON-DISCLOSURE AGREEMENT







	 	 	 	 	 
	1. DEFINITIONS AND CONSTRUCTION
	 	 	1	 
	1.1. CERTAIN DEFINITIONS
	 	 	1	 
	1.2. OTHER TERMS
	 	 	4	 
	1.3. INTEGRATION AND CONSTRUCTION
	 	 	4	 
	1.4. HEADINGS
	 	 	4	 
	2. SCOPE OF WORK
	 	 	4	 
	2.1. GENERAL
	 	 	4	 
	2.2. CONTRACTOR WORK COMMITMENT
	 	 	5	 
	3. CONTRACT PRICE
	 	 	5	 
	3.1. CONTRACT PRICE
	 	 	5	 
	3.2. CHANGES IN CONTRACT PRICE
	 	 	5	 
	3.3. TAXES AND DUTIES
	 	 	5	 
	4. PAYMENT
	 	 	6	 
	4.1. REQUESTS FOR PAYMENT AND INVOICES
	 	 	6	 
	4.2. PAYMENT
	 	 	7	 
	4.3. DISPUTED AMOUNTS
	 	 	7	 
	4.4. SET OFF
	 	 	8	 
	4.5. LATE PAYMENT
	 	 	8	 
	5. ACCESS TO WORK
	 	 	8	 
	5.1. FACILITIES
	 	 	8	 
	5.2. NO RELIEF
	 	 	8	 
	5.3. WORKERS COMPENSATION AND EMPLOYER’S LIABILITY
	 	 	9	 
	6. DELIVERY
	 	 	9	 
	7. RESERVED
	 	 	9	 
	8. TITLE AND RISK OF LOSS
	 	 	9	 
	9. EXCUSABLE DELAY
	 	 	9	 
	9.1. EXCUSABLE DELAY DEFINED
	 	 	9	 
	9.2. EQUITABLE ADJUSTMENTS
	 	 	10	 
	9.3. MAXIMUM EXCUSABLE DELAY
	 	 	10	 





 


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	10. CORRECTIVE MEASURES IN SATELLITE AND OTHER CONTRACT DELIVERABLES
	 	 	10	 
	10.1. NOTICE OF DEFECTS
	 	 	10	 
	10.2. DUTY TO CORRECT
	 	 	11	 
	11. CHANGES IN SCOPE OF WORK
	 	 	12	 
	11.1. CHANGES DIRECTED BY CUSTOMER
	 	 	12	 
	11.2. CHANGES REQUESTED BY CUSTOMER
	 	 	13	 
	11.3. CHANGES REQUESTED BY CONTRACTOR
	 	 	13	 
	11.4. PRICING OF CHANGES
	 	 	13	 
	11.5. DELAYS CAUSED BY CUSTOMER
	 	 	13	 
	12. PERMITS AND LICENSES; COMPLIANCE WITH LAWS
	 	 	14	 
	12.1. UNITED STATES PERMITS, LICENSES, AND LAWS
	 	 	14	 
	12.2. REVIEW OF APPLICATIONS
	 	 	14	 
	12.3. VIOLATIONS OF LAW
	 	 	14	 
	13. SUBCONTRACTS
	 	 	14	 
	13.1. SUBCONTRACTS
	 	 	14	 
	13.2. NO PRIVITY OF CONTRACT
	 	 	15	 
	13.3. ASSIGNMENT OF SUBCONTRACTS
	 	 	15	 
	13.4. CONTRACTOR’S DUTIES WITH RESPECT TO SUBCONTRACTORS
	 	 	15	 
	14. PERSONNEL AND KEY PERSONNEL
	 	 	15	 
	14.1. PERSONNEL QUALIFICATIONS
	 	 	15	 
	14.2. KEY PERSONNEL POSITIONS
	 	 	15	 
	14.3. ASSIGNMENT OF KEY PERSONNEL
	 	 	15	 
	15. CONTRACTOR’S REPRESENTATIONS, COVENANTS, AND WARRANTIES
	 	 	16	 
	15.1. ORGANIZATION; GOOD STANDING AND QUALIFICATION
	 	 	16	 
	15.2. AUTHORIZATION
	 	 	16	 
	15.3. CONTRACTOR WARRANTIES FOR CONTRACT DELIVERABLES
	 	 	17	 
	15.4. REMEDIES
	 	 	18	 
	16. CUSTOMER’S REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	18	 
	16.1. ORGANIZATION; GOOD STANDING AND QUALIFICATION
	 	 	18	 
	16.2. AUTHORIZATION
	 	 	19	 
	16.3. THIRD PARTY INTELLECTUAL PROPERTY
	 	 	19	 
	17. INTELLECTUAL PROPERTY RIGHTS
	 	 	20	 
	17.1. CONTRACTOR FURNISHED/DEVELOPED TECHNOLOGY AND DATA
	 	 	20	 
	17.2. CUSTOMER DEVELOPED TECHNOLOGY AND DATA
	 	 	20	 
	17.3. FUTURE LICENSES
	 	 	20	 
	17.4. CONTRACTOR INTELLECTUAL PROPERTY INDEMNITY
	 	 	20	 
	17.5. CUSTOMER INTELLECTUAL PROPERTY INDEMNITY
	 	 	21	 
	17.6. SOURCE CODE ESCROW
	 	 	22	 
	17.7. RESERVED
	 	 	22	 
	17.8. INTELLECTUAL PROPERTY REPRESENTATION
	 	 	22	 





 


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	18. INDEMNIFICATION
	 	 	22	 
	18.1. CONTRACTOR’S INDEMNIFICATION
	 	 	22	 
	18.2. CUSTOMER’S INDEMNIFICATION
	 	 	23	 
	18.3. INDEMNIFICATION PROCEDURES
	 	 	23	 
	18.4. WAIVER OF SUBROGATION
	 	 	24	 
	19. LIQUIDATED DAMAGES FOR LATE DELIVERY
	 	 	24	 
	20. INSURANCE
	 	 	25	 
	20.1. GENERAL OBLIGATIONS
	 	 	25	 
	20.2. LAUNCH AND IN-ORBIT INSURANCE
	 	 	26	 
	21. DISPUTE RESOLUTION
	 	 	26	 
	21.1. INFORMAL DISPUTE RESOLUTION
	 	 	26	 
	21.2. ARBITRATION
	 	 	27	 
	22. LAUNCH SUPPORT AND LAUNCH
	 	 	27	 
	23. CUSTOMER’S RESPONSIBILITIES
	 	 	27	 
	24. FAILURE TO MAKE ADEQUATE PROGRESS
	 	 	28	 
	25. TERMINATION
	 	 	28	 
	25.1. TERMINATION FOR CUSTOMER’S CONVENIENCE
	 	 	28	 
	25.2. TERMINATION FOR CONTRACTOR’S DEFAULT
	 	 	29	 
	25.3. TERMINATION FOR EXCUSABLE DELAY
	 	 	30	 
	25.4. TERMINATION RIGHT EXPIRATION
	 	 	30	 
	25.5. TERMINATION FOR CUSTOMER’S DEFAULT
	 	 	31	 
	25.6. CONSEQUENCE OF TERMINATION; INVOICE; AUDIT
	 	 	31	 
	25.7. SECURITY INTERESTS
	 	 	33	 
	26. GENERAL
	 	 	33	 
	26.1. ASSIGNMENT
	 	 	33	 
	26.2. ENTIRE AGREEMENT
	 	 	34	 
	26.3. AMENDMENTS/MODIFICATIONS
	 	 	34	 
	26.4. SEVERABILITY
	 	 	34	 
	26.5. APPLICABLE LAW
	 	 	34	 
	26.6. NOTICES
	 	 	34	 
	26.7. RELATIONSHIP OF THE PARTIES
	 	 	35	 
	26.8. SURVIVAL
	 	 	35	 
	26.9. NO THIRD-PARTY BENEFICIARIES
	 	 	36	 
	26.10. CONSENTS AND APPROVALS
	 	 	36	 
	26.11. NO WAIVER; REMEDIES
	 	 	36	 
	26.12. COVENANT OF GOOD FAITH
	 	 	36	 
	26.13. LIMITATION OF LIABILITY
	 	 	36	 
	26.14. PUBLIC ANNOUNCEMENTS
	 	 	37	 
	26.15. NONDISCLOSURE AGREEMENT
	 	 	37	 





 


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WORLDVIEW 3 SATELLITE PURCHASE AGREEMENT




THIS SATELLITE PURCHASE AGREEMENT, including the Exhibits referenced in Article 2.1 and
incorporated herein, (collectively the “Agreement”) is made and entered into as of September 1,
2010) (the “Effective Date”), by and between DIGITALGLOBE, INC., a Delaware corporation with its
principal offices located at 1601 Dry Creek Drive, Suite 260, Longmont, Colorado 80503
(“Customer”), and BALL AEROSPACE & TECHNOLOGIES CORP., a Delaware corporation with its principal
offices located at 1600 Commerce Street, Boulder, Colorado 80301 (“Contractor”). As used in this
Agreement, “Party” means either Customer or Contractor, as appropriate, and “Parties” means
Customer and Contractor.



RECITALS




WHEREAS, Customer desires to procure one (1) remote sensing Satellite and related data and
documentation and services as more specifically set forth in Exhibits A and B hereto;



WHEREAS, Contractor is in the business of providing satellites and related data and documentation
and services on a commercial basis;



WHEREAS, Customer is willing to purchase the Satellite and other Work (as such terms are defined in
Section 1) per the terms and conditions set forth herein.



 


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NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and
intending to be legally bound hereby, the Parties agree as follows:




1. DEFINITIONS AND CONSTRUCTION





1.1. CERTAIN DEFINITIONS.




In this Agreement, the following terms shall have the meaning stated hereunder:




(a) Reserved “



(b) “AFFILIATE” means, with respect to an entity, any other entity controlling or controlled
by or under common control with such entity.



(c) “AVAILABLE FOR SHIPMENT” means that a Satellite has successfully passed all in-plant
acceptance tests, has successfully undergone a Pre-Ship Review and has been declared, by both
Customer and Contractor, to be ready to be shipped to the designated launch site.



(d) “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 Colorado. Unless specified in this
Agreement as a “Business Day”, all references to “day” or “days” shall mean calendar days.




(e) “CONTRACT DELIVERABLE(S)” has the meaning set forth in Section 3 of Exhibit 1.




(f) “CONTRACT PRICE” means the firm fixed price set forth in Article 3.1.



(g) “CORRECTION PLAN” means a plan submitted by Contractor that details the means by which
Contractor shall correct a failure to make adequate progress toward completion of any Work under
this Agreement in accordance with Article 24.




(h) “CRITICAL DESIGN REVIEW” has the meaning set forth in Exhibit 1.



(i) “CFE” means Customer Furnished Equipment and is comprised of the items detailed in Section
10 of Exhibit 1.



(j) “CUSTOMER PERSONNEL” means Customer employees, consultants or representatives, or
Customer’s consultants’ employees.



(k) “DATA AND DOCUMENTATION” means that data and documentation to be supplied by Contractor
pursuant to the requirements of Exhibit 1.




(l) “DEFECT” means; i) with respect to Deliverable Items, any nonconformance in materials,
workmanship, or a failure to perform in accordance with the specifications and the interface
control documents (ICD’s) set forth in the Agreement or applicable exhibits. (ii) with respect to
Deliverable Services, a failure to meet any material requirement set forth in this Agreement or
to conform to a standard consistent with good industrial practice, or (iii) any material error,
omission, or inconsistency in Data and Documentation, including engineering reports, test plans,
test reports, specifications and drawings, set forth in or required by the Agreement.



(m) “DELIVERABLE ITEM(S)” means any and all of items listed in Section 3.1 of Exhibit 1.


 


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(n) “DELIVERABLE SERVICE(S)” means the services set forth in Section 3.3 of Exhibit 1.



(o) “DELIVERY DATE(S)” means, with respect to any Deliverable Item, the delivery dates set
forth in Exhibit 1.



(p) “DELIVERY SCHEDULE” means the schedule for Delivery of the Work as set forth in this
Agreement and Exhibit 1.



(q) “DEMAND” means, in the context of Article 24, a demand made by Customer to Contractor for
Contractor to provide a Correction Plan in the event Contractor is failing to make adequate
progress in the performance of this Agreement.



(r) “EXCUSABLE DELAY” has the meaning set forth in Article 9.



(s) “EXHIBITS” means any and all exhibits, and any appendices thereto, to this Agreement,
which are attached hereto and incorporated herein.



(t) “FINAL ACCEPTANCE” of a Contract Deliverable has the meaning set forth in Exhibit 1.



(u) “FIRST MILESTONE PAYMENT” means the first Milestone Payment identified in Exhibit 3.



(v) “INTELLECTUAL PROPERTY” means all algorithms, inventions, drawings technical data, works
of authorship, mask works, technical information, computer software designs, methods, concepts,
layouts, software, software codes, (in any form including source code and executable or object
code), inventions (whether or not patented or patentable), network configurations and
architectures, specifications, techniques, processes, data bases and data collections, protocols,
technical data and documentation, and similar matter in which an Intellectual Property Right may
subsist, which shall include, but not be limited to, technical analyses and reports, test plans,
all interfaces between units, test reports, parts lists, anomaly reports and resolution, as built
lists, and other program documentation, to review the design, satisfy requests from the U.S.
Government for information, prepare operational documentation, to operate the Satellite following
Launch, and to make repairs or modifications as necessary.



(w) “INTELLECTUAL PROPERTY RIGHTS” means all common law and statutory proprietary rights,
including patent, patent application, patent registration, copyright, trademark, service mark,
trade secret, mask work rights, moral rights, data rights and similar rights existing from time to
time under the intellectual property Laws of the United States, any state or foreign jurisdiction
or international treaty regime related to Intellectual Property.



(x) “LAUNCH” means, with respect to the Satellite, the intentional ignition of any of the
motors on the launch vehicle.



(y) “LAUNCH READINESS REVIEW” shall have the meaning ascribed to it in Exhibit 1.



(z) “LAUNCH SERVICES” means the Launch and related services provided by a launch provider to
be selected by Customer, including furnishing the launch vehicle, launch support, and equipment and
facilities, for the purpose of launching the Satellite into orbit.



(aa) “LAUNCH SUPPORT SERVICES” has the meaning set forth in Exhibit 1.


 


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(bb) “LAW” OR “LAWS” means any laws, including rules, regulations, codes, injunctions,
judgments, orders, ordinances, decrees, rulings, and charges thereunder, of any federal, state,
local or municipal government of any country (and all agencies thereof) having jurisdiction over
any portion of the Work.



(cc) “LOSSES” means all losses, liabilities, damages, royalty payments and claims, and all
related costs and expenses (including reasonable legal fees and disbursements and costs of
investigation, expert fees, litigation, settlement, judgment, interest, and penalties).



(dd) “MATERIAL ADVERSE EFFECT” means any material adverse change in (i) the legality,
validity, or enforceability of this Agreement or (ii) the ability of Customer or Contractor to
perform this Agreement.



(ee) “MILESTONE” means a portion of the definitive, measurable Work upon completion of which a
payment is to be made in accordance with Exhibit 3



(ff) “MILESTONE CERTIFICATE” has the meaning set forth in Article 4.



(gg) “MILESTONE PAYMENT” means any of those payments listed as specific Milestone Payments in
Exhibit 3.



(hh) “PRELIMINARY DESIGN REVIEW” has the meaning assigned in Exhibit 1.



(ii) “PRE-SHIP REVIEW” shall have the meaning ascribed to it in Exhibit 1.



(jj) Reserved



(kk) “SATELLITE” means the satellite remote sensing system to be designed, developed and
constructed by Contractor and delivered to Customer as specifically set forth in Exhibit 1.




(ll) “SATELLITE DELIVERY” means Initial Acceptance as defined in Exhibit 1.



(mm) “SATELLITE FLIGHT SOFTWARE” means the software to be delivered to, and installed by
Contractor in the flight computer(s) on-board the Satellite to perform the spacecraft house-keeping
functions, operate the instrument and communicate with the ground as more specifically set forth in
Exhibit 1.



(nn) “SATELLITE PERFORMANCE SPECIFICATIONS” means the technical specifications set forth in
Exhibit 2.



(oo) “SATELLITE SIMULATOR” has the meaning set forth in Exhibit 1.



(pp) “SOFTWARE LICENSE” means the software license as documented in Exhibit 4.



(qq) “TERMINATION LIABILITY AMOUNTS” means the amounts listed as Termination Liability Amounts
in Exhibit 3.



(rr) Reserved



(ss) “WORK” means all design, development, construction, manufacturing, labor, services, and
acts by Contractor and its subcontractors, including, tests to be performed, and any and all
Contract Deliverables, including the Satellites, Satellite Flight Software, Data and Documentation,
training, and equipment, materials, articles, matters, services, and things to be furnished and
rights to be transferred under this Agreement, or any subcontract entered into by Contractor, all
as further described in Exhibit 1.



(tt) “WV3 INSTRUMENT” has the meaning set forth in Exhibits 1 and 2.



 


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1.2. OTHER TERMS.



Other terms in this Agreement are defined in the context in which they are used and shall have
the meanings there indicated.




1.3. INTEGRATION AND CONSTRUCTION.



The documents listed below in this Article 1.3, including any Attachments, Schedules, and
Annexes referenced therein constitute this Agreement and shall be deemed to constitute one fully
integrated agreement between the Parties. In the event of any conflict or inconsistency among the
provisions of the various documents of this Agreement, such conflict or inconsistency shall be
resolved by giving a descending level of precedence to the documents in the order set forth below:



(a) Terms and Conditions of this Agreement



(b) Exhibit 1 — WorldView 3 Satellite Statement of Work



(c) Exhibit 2 — WorldView 3 Satellite Specification



(d) Exhibit 3 — WorldView 3 Milestone Payment and Termination Liability Schedule



(e) Exhibit 4 — WorldView 3 Software License Agreement



(f) Exhibit 5 — WorldView 3 Bi-lateral Non-Disclosure Agreement




1.4. HEADINGS.



The Article headings are for convenience of reference only and shall not be considered in
interpreting the text of this Agreement.



2. SCOPE OF WORK





2.1. GENERAL.



(a) In accordance with the requirements of this Agreement, Contractor shall provide and
Customer shall purchase the Work.



(b) Contractor shall furnish and perform the Work in accordance with the provisions of this
Agreement and in the manner specified in the following documents:



(1) Exhibit 1 — WorldView 3 Satellite Statement of Work



(2) Exhibit 2
— WorldView 3 Satellite Specification



(3) Exhibit 3 — WorldView 3 Milestone Payment and Termination Liability Schedule



(4) Exhibit 4 — WorldView 3 Software License Agreement



(5) Exhibit 5 — WorldView 3 Bi-lateral Non-Disclosure Agreement



(c) Contract Line Items. The contract line items under the contract shall be:



(1) CLIN 1: Satellite and related services and data.


 


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2.2. CONTRACTOR WORK COMMITMENT.



Contractor shall commence the Work in compliance with the requirements of this Agreement and
will use commercially reasonable efforts to perform sufficient Work to maintain the Delivery Dates
for all deliverables per Exhibit 1.



3. CONTRACT PRICE





3.1. CONTRACT PRICE.



The total Contract Price for all Work required to be provided by Contractor under this
Agreement is the Firm-Fixed-Price (“FFP”) amount set forth in Exhibit 3.




3.2. CHANGES IN CONTRACT PRICE.



This is a FFP Agreement. Except as otherwise expressly provided in this Agreement, the
Contract Price is not subject to any escalation or to any adjustment or revision.




3.3. TAXES AND DUTIES.



(a) Taxes: All taxes and similar assessments, levies, and government-imposed obligations
arising with respect to any Contract Deliverables and/or support services (except for Contractor’s
income or franchise taxes) shall be the obligation of and be paid by Customer whether such taxes
become due upon any payments under the Agreement or upon a future tax assessment as a result of an
audit, or other event or notification by the relevant tax authority. For this purpose and unless
otherwise indicated below, taxes shall mean and include any and all taxes imposed by the U.S. and
its states and localities, sales and use, value added (including reverse charge value added tax),
turnover, import duty, import VAT, property, excise, privilege or other fees, duties or taxes
assessed by the sale, ownership, or use of the Contract Deliverable(s), support services, and any
goods provided under this Agreement.



(b) Sales and Use Taxes: All applicable payments for sales and use taxes shall be collected
from Customer by Contractor and remitted to the appropriate taxing authority in the legally defined
time frame determined by said taxing authority. To the extent that Customer determines that it is
exempt from any sales and use tax(es), Customer shall provide the Contractor with the applicable
and executed exemption certificate.



(c) Non-Recurring Engineering Services: The Parties have initially determined that the
non-recurring engineering services contemplated under this Agreement will be exempt from sales and
use tax. Accordingly, Contractor will include these services as a separate line item(s) on its
invoices. Billing will occur with the Milestone Payments up the value of the non-recurring
engineering charges which will be exempt from sales and use tax, with subsequent Milestone Payments
reflecting the final Contract Deliverable(s) which will be taxed unless a Resale Certificate is
obtained.



(d) Sales Tax Exemption: Certain Contract Deliverables are tangible personal property and may
be subject to Sales and Use Tax unless a properly completed Resale or Sales Tax Exemption
Certificate is provided by Customer to Contractor. Customer agrees to reimburse
Contractor for tax, interest, and any penalty assessed by any taxing authority where the claim
for exemption is denied or where the non-recurring engineering services are taxable as sales.


 


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(e) Licenses, Gross Receipts, Business and Occupation Taxes: Each Party will be responsible
for its own licenses, gross receipts (with the exception of any sales taxes referred to as gross
receipts), and business and occupation taxes.



(f) Property Taxes: Each Party will be responsible for property taxes due on property owned
by the respective Party with the exception of any assessed property that constitutes a Contract
Deliverable. Customer will be responsible for any property taxes on Contract Deliverables.



(g) Other Taxes: Each Party will be responsible for its own corporate income or franchise
taxes based upon income and/or net worth.



4. PAYMENT





4.1. REQUESTS FOR PAYMENT AND INVOICES.



(a) Customer shall make Milestone Payments, and any other required payments under this
Agreement to Contractor in accordance with this Article 4.1 and Exhibit 3 as applicable.



(b) The Parties have agreed upon a payment and termination liability schedule set forth in
Exhibit 3. Customer shall pay Contractor upon successful completion of each Milestone and
submission of a corresponding invoice as described herein. Contractor shall prepare and deliver to
Customer with each invoice a Request For Payment, accompanied by a certificate in the form of Annex
I to Exhibit 3 hereto (the “Milestone Certificate”) and such supporting data as Customer reasonably
deems necessary or appropriate. Subject to the foregoing, Customer shall sign each Milestone
Certificate to signify Customer’s agreement that the applicable Milestone has been completed. A
Milestone shall not be regarded as completed, and no payment shall be made, until all the Work
required under the particular Milestone has been completed and documented in accordance with
applicable specifications and procedures and all the relevant documentation and training required
under this Agreement for such Milestone has been provided to Customer’s reasonable satisfaction.
In the event that Customer does not agree that a Milestone has been completed, Customer shall
notify Contractor in writing within ten (10) Business Days of receipt of the Milestone Certificate.
If it is determined by Customer that Contractor has not completed the Milestone as specified in
Exhibit 3, Customer may withhold the payment in full. Said withholding of payment, to the extent
it is disputed by Contractor, shall be subject to the disputes process identified in Article 4.3
(Disputed Amounts).



(c) Contractor shall telefax, mail (overnight or return receipt requested) or hand-deliver
signed copies of each Request For Payment, invoice and accompanying certificate and any supporting
data to:



	 	 	 
	Fax:

	 	[**Redacted**]
	Address:

	 	1601 Dry Creek Drive, Suite 260 
	 

	 	Longmont, CO 80503 
	Contact:

	 	Finance Department





 


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4.2. PAYMENT.



(a) Subject to the provisions of Article 4.1, Customer shall make in full each Milestone
Payment within [**Redacted**] (unless otherwise specified in Exhibit 3) after receipt of invoice.
Said Milestone Payment(s) shall be made via wire transfer or Electronic Funds Transfer to the
following bank account as applicable:




[**Redacted**]




Regular Mail




[**Redacted**]



(b) In the event of anticipated early completion by Contractor of a Milestone in advance of
such Milestone completion date as set forth in Exhibit 3, Contractor may invoice for Milestone(s)
completed in advance of the Milestone completion date so long as it provides Customer with no less
than thirty (30) days prior notice of the anticipated completion date to allow Customer time to
arrange for payment of the applicable Milestone.



(c) Upon early completion of Satellite Delivery, Customer shall pay Contractor an early
completion payment of [**Redacted**] per day up to an aggregate amount of [**Redacted**] (e.g. up
to a total of [**Redacted**] prior to the date of the Delivery Date) upon receipt of invoice. Said
payment is due and payable within [**Redacted**] of Customer’s receipt of invoice.




4.3. DISPUTED AMOUNTS.



(a) If Customer does not agree that the Milestone associated with a Request For Payment has
been satisfactorily completed, Customer shall give written notice to Contractor within ten (10)
Business Days after receipt by Customer of a Request For Payment. Upon receipt of such notice, and
to the extent that Contractor disputes said notice, the Parties’ respective Program Managers shall
meet and use good faith efforts to resolve such disagreement.



(b) If the Parties’ Program Managers fail to resolve such disagreement within thirty (30) days
after receipt by Customer of the Request For Payment, each Party will designate a member of their
respective executive teams to meet to resolve the dispute within fifteen (15) days after the
aforementioned thirty (30) days. In the event the designees cannot resolve such disagreement, the
Chief Executive Officers of the Parties shall meet to resolve the dispute.



(c) In the event the Chief Executive Officers cannot resolve such dispute within fifteen (15)
days of the aforementioned fifteen (15) days (within 60 days of receipt of the Milestone
Certificate, then either Party may seek resolution of such dispute pursuant to Article 22.2. In any
event, such unresolved dispute shall be referred to arbitration pursuant to Article 22.2.


 


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4.4. SET OFF.



In the event one Party has not paid the second Party any amount that is due and payable to the
second Party under this Agreement, such second Party shall have the right to set off such amount
against payments due under this Agreement to the first Party.




4.5. LATE PAYMENT.



For any undisputed payment under this Agreement that is overdue, the Party entitled to such
payment shall also be entitled to [**Redacted**]. This remedy [**Redacted**]. Late payment
charges will be billed on a separate invoice.



5. ACCESS TO WORK





5.1. FACILITIES.



(a) Contractor shall provide Customer Personnel and/or duly authorized government
representatives or consultants reasonable access to all Work (including work-in-progress,
documentation, and testing) at the facilities of Contractor and, its Subcontractors (as set forth
in paragraph 7.7.2 of Exhibit 1), during regular business hours, or such other times as Work is
being performed under this Agreement. Said access shall be subject to the Contractor’s or
Subcontractor’s procedures and requirements and shall not unreasonably interfere with such Work.
Customer’s access to Work shall be coordinated through the Contractor’s program office.



(b) Any personnel visiting any facility of Contractor or a subcontractor (i) will abide by
Contractor’s security regulations and/or those of its subcontractors and any and all applicable
Laws of the jurisdiction in which a Contractor or subcontractor facility is located; (ii) will
abide by all applicable Laws and Articles under this Agreement regarding its use any information,
including any confidential/proprietary information, received in connection with the access provided
hereunder only in the performance of this Agreement; and (iii) will not remove any data, documents,
materials, or other items from any facility of the Contractor or its subcontractors (other than
Data and Documentation and other documents delivered to Customer Personnel for Customer’s use and
with no requirement to return to Contractor) without the express written consent of Contractor’s
Program Manager. The Customer and, if appropriate, authorized government representatives or
consultants, shall execute any standard non-disclosure agreement that is necessary for access to a
subcontractor’s facility.




5.2. NO RELIEF



The inspection, examination, observation, agreement to or approval, waiver or deviation by
either Party with respect to any design, drawing, specification, or other documentation produced
under this Agreement shall not relieve the other Party from fulfilling its contractual obligations.
Nor will the above actions result in any liability being imposed on the other Party, unless and to
the extent such waiver, deviation, agreement, or approval specifically provides in writing for such
relief to either Party or such imposition of liability on either Party.


 


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5.3. WORKERS COMPENSATION AND EMPLOYER’S LIABILITY



Contractor and Customer shall maintain worker’s compensation and employer’s liability
insurance covering all employees of Contractor and Customer engaged in the performance of this
Agreement for claims arising under any applicable Worker’s Compensation and Occupational Disease
Acts. Contractor and Customer shall maintain certificates evidencing such insurance available for
review upon request.



6. DELIVERY




Contract Deliverables listed in Exhibit 1 shall be delivered by Contractor to the destinations
specified in Exhibit 1 on or before the dates (“Delivery Dates”) specified in said Exhibit.
Delivery Dates may be adjusted in accordance with this Agreement.



7. RESERVED




8. TITLE AND RISK OF LOSS




Transfer of title to and risk of loss for each of the Deliverable Items listed in Section 3.1
of Exhibit 1 (excluding the Satellite) shall pass to [**Redacted**] as indicated in Exhibit 1,
Section 3.1. Transfer of title to and risk of loss for the Satellite shall pass to the Customer
[**Redacted**]. Contractor shall retain title to the WV3 Flight Software Test Bench (“FSTB”) and
Deliverable Data listed in Section 3 of Exhibit 1 both prior to and after delivery. Any title
transferred under this Agreement shall be free and clear of all liens and encumbrances of any kind.



9. EXCUSABLE DELAY





9.1. EXCUSABLE DELAY DEFINED.



(a) With respect to Contractor’s performance of its obligations under this Agreement, an
“Excusable Delay” shall be any delay in the performance of the Work due to: war, outbreak of
national hostilities, invasion or sabotage, Government sovereign acts; fire, earthquake, flood,
epidemic, explosion, or quarantine restriction; strike or work slow down not reasonably within
Contractor’s control; freight embargoes; acts of God; any subcontractor delay due to any of the
foregoing events; provided written notice is given to Customer, in writing, within ten (10)
Business Days after Contractor shall have first learned of the occurrence of such an event.
Notwithstanding the foregoing, failure by Contractor to provide such notice shall not prevent such
an event from qualifying as an Excusable Delay provided Customer’s Program Manager has actual
notice of such event by means of publicly and commonly available sources (i.e. national or global
coverage of major natural disaster) prior to Customer suffering any prejudice from Contractor’s
failure to provide such notice. Such notice to be provided by Contractor, as required by the
preceding provisions, shall include a detailed description of the portion of the Work known to be
affected by such delay. In all cases, Contractor shall use reasonable efforts to avoid or minimize
and/or work around such delay through the implementation of any work-around plans, alternate
sources, or other means Contractor may utilize or expect to utilize to minimize a delay in
performance of the Work. Contractor shall also provide Customer prompt written notice
when the event constituting an Excusable Delay appears to have ended. This Article 9,
including reliance on Excusable Delay, is only applicable to Contractor. Delays applicable to
Customer are set forth in Article 11.5.


 


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(b) In the event Customer disputes the Excusable Delay, Customer shall inform Contractor in
writing within ten (10) Business Days from the date of receipt of written notice of the event
constituting an Excusable Delay and, if the Parties have not resolved the dispute within ten (10)
Business Days of Contractor’s receipt of written notice from Customer, the dispute shall be
resolved pursuant to Article 21.




9.2. EQUITABLE ADJUSTMENTS.



(a) In the event of an Excusable Delay under Article 9.1, there shall be an equitable
adjustment made to the Delivery Schedule and Delivery Dates as set forth in Exhibit 1, as well as
any interim schedule events set forth in Exhibit 1; provided, however, Contractor acknowledges and
agrees that the occurrence of an Excusable Delay shall not entitle Contractor to an increase in the
Contract Price.



(b) In the event of an adjustment in the Delivery Date of the Satellite due to an Excusable
Delay, there shall be an adjustment in the Delivery Date of the Satellite as well as interim
schedule events only to the extent such Delivery Date or schedule is impacted by the Excusable
Delay.



(c) Customer may terminate this Agreement pursuant to Article 25.3 when it becomes known that
the aggregate of Contractor’s Excusable Delays will exceed [**Redacted**]. Any dispute between the
Parties as to the aggregate of Excusable Delay shall be subject to procedures set forth in Article
21.




9.3. MAXIMUM EXCUSABLE DELAY.




The maximum total amount of Excusable Delay shall be [**Redacted**].



10. CORRECTIVE MEASURES IN SATELLITE AND OTHER CONTRACT DELIVERABLES





10.1. NOTICE OF DEFECTS.



(a) Customer shall notify Contractor within [**Redacted**] Business Days in writing when
Customer becomes aware of a Defect existing in any Contract Deliverable or component part thereof.
Said Defect shall be capable of being demonstrated to Contractor. In the event Contractor disagrees
with Customer as to the existence or nature of a Defect, Contractor shall so advise Customer in
writing. In such event, the Parties shall negotiate in good faith to determine what Defect, if any,
exists and any action required to remedy such Defect. Except to the extent written waivers are
made, Customer’s failure to notify Contractor of any Defect shall not constitute a waiver of any
rights of Customer or obligations of Contractor under this Agreement with respect to any such
Defects.


 


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(b) Contractor shall advise Customer as soon as practicable by telephone or e-mail and confirm
in writing any event, circumstance, or development that materially threatens the quality of any
Contract Deliverables or component parts thereof, including any Satellite, or threatens the
Delivery Dates established therefore.



(c) Without limiting the generality of the foregoing, if the data available from the Satellite
shows that the Satellite contains a Defect, Contractor shall promptly inform Customer of such
Defect.




10.2. DUTY TO CORRECT.



(a) Without limiting the obligations of Contractor or the rights of Customer under this
Agreement, prior to Launch of the Satellite, Contractor shall, at its expense, promptly correct any
Defect related to any Contract Deliverable or component thereof that Contractor or Customer
discovers during the course of the Work. The duty to correct is not waived regardless of prior
payments, reviews, inspections, approvals, or acceptances (with the exception of waivers and
deviations previously agreed-upon). This provision is subject to the right of Contractor to have
any items containing a Defect returned at Contractor’s expense to Contractor’s facility for
Contractor to verify and correct the Defect.



(b) Following Launch of the Satellite, the Contractor’s duty to correct any Defect in the
Contract Deliverables or components thereof [**Redacted**] in order to mitigate or eliminate the
operational effects of the Defect. Contractor shall coordinate and consult with Customer
concerning said resolution of Defects in the Satellite.



(c) Contractor shall fulfill the foregoing obligations at its own cost and expense, including
all costs arising from charges for packaging, shipping, insurance, taxes, and other matters
associated with the corrective measures, unless it is reasonably determined after investigation
that Customer directly caused the Defect in question, in which case Customer shall pay all such
costs.



(d) If Contractor fails to correct any material Defect with respect to any Contract
Deliverable per Article 10.2(a) or 10.2(b), as applicable, within a reasonable time after
notification from Customer and after the Parties have followed the provisions of Article 10.1
above, then, with the prior written consent of Contractor (said consent not to be unreasonably
withheld), Customer may, by separate contract or otherwise, correct or replace such items or
services and Contractor shall pay to Customer the reasonable cost of such correction or
replacement., In the event of any dispute regarding the above, Article 21.2 shall apply. The amount
payable by Contractor shall be verified at Contractor’s request by an internationally recognized
firm of accountants appointed by Contractor.



(e) Contractor may at its option, either correct the Defect or seek a waiver. In the event
the Defect is waived, Contractor shall, at the Customer’s request, promptly provide a written price
reduction proposal for such change.



(f) Notwithstanding anything herein to the contrary, in the event there is a total loss of the
Satellite prior to launch such that the Delivery of the Satellite would be delayed by more than
[**Redacted**], then the Customer shall have the option of either requiring that Contractor replace
the Work up to the point of loss at Contractor’s sole expense or return to Customer all
payments made by Customer as of the date of the loss.



(g) This duty to correct does not apply to CFE.



 


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11. CHANGES IN SCOPE OF WORK





11.1. CHANGES DIRECTED BY CUSTOMER.



(a) Subject to paragraphs (b), (c) and (d) below, Customer shall be entitled to direct changes
to the Satellite during the performance of this Agreement when any such changes are necessary for
the Satellite [**Redacted**]. Any [**Redacted**] requiring a change to the Satellite between or
among these items must be demonstrated to be of such magnitude that a failure to proceed with the
change could be reasonably expected have a material effect on the performance of the Satellite .
The Parties will agree upon the scope, implementation and technical direction of any change prior
to proceeding with said change.



(b) Any change directed by Customer as described in paragraph (a) above shall be submitted in
writing to Contractor. Contractor shall respond to such directed change in writing to Customer
within [**Redacted**] after such directed change and shall include in such response the details of
the impact of such change on the Contract Price, Delivery Schedule, Satellite Performance
Specifications, or other terms of this Agreement.



(c) Customer shall notify Contractor in writing, within [**Redacted**] after receipt of
Contractor’s response, whether or not Customer agrees with and accepts Contractor’s response. If
Customer agrees with and accepts Contractor’s response, Contractor shall proceed with the
performance of this Agreement as changed immediately upon the execution by both Parties of an
Amendment reflecting such changes.



(d) If the Parties cannot agree on a reasonable price or revised Delivery Schedule, Satellite
Performance Specifications, or other item, as occasioned by Customer’s directed change, and
Customer still desires the directed change, Customer shall direct Contractor to proceed with the
change and Customer shall pay Contractor’s proposed price and accept the revised Delivery Schedule
or Satellite Performance Specifications or other item pending any decision to the contrary under
Article 21. Contractor shall proceed with the Work as changed and Customer may dispute the
reasonableness of the proposed price, revised Delivery Schedule, performance specification or under
Article 21. In the event it is determined pursuant to such dispute resolution or by the Parties’
mutual written agreement that Customer is entitled to a full or partial refund of amounts paid
under this paragraph (d), Customer shall be entitled to interest on such refunded amounts, such
interest running from the date of payment by Customer to the date of refund at the [**Redacted**].


 


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11.2. CHANGES REQUESTED BY CUSTOMER.



In the event Customer desires to change the scope of work, the Delivery Schedules, or any
other term of this Agreement, Customer shall submit a detailed description of the requested change
to Contractor. Contractor shall respond within [**Redacted**] Business Days, with its proposal for
adjustments to the consideration, Delivery Schedule and any other term of this
Agreement. Subject to mutual agreement, the consideration, Delivery Schedule and/or any other
affected term of this Agreement shall be modified to incorporate the mutually agreed upon change.
If the Parties establish and agree that an advance target price is sufficient to initiate Work in
the Customer requested change, the Contractor shall proceed with the Work as modified. In such
circumstances, the final determination of the price, schedule and any other affected term will be
agreed upon on/before [**Redacted**] days after any decision to proceed. Contractor may implement
any change requested by Customer prior to the completion of the change negotiation. This decision
shall not constitute Contractor’s acceptance of any change as requested nor shall it impair
Contractor’s rights to additional consideration, schedule adjustment or modification of any other
Agreement term.




11.3. CHANGES REQUESTED BY CONTRACTOR.



(a) Subject to paragraphs (b) and (c) below, Contractor may request, during the performance of
this Agreement, any change within the general scope of this Agreement, including any change that
will add or delete Work, affect the design of the Satellites, change the method of shipping or
packing, or the place or time of Delivery, or will affect any other requirement of this Agreement.



(b) Any changes as described in paragraph (a) above requested by Contractor shall be submitted
in writing to Customer at [**Redacted**] prior to the proposed date of the change. If such
Contractor requested change causes an increase or decrease or other impact in the Contract Price,
Delivery Schedule, Satellite Performance Specifications, or other terms of this Agreement,
Contractor shall submit, with such request, a written proposal identifying such change and the
impact thereof on the Contract Price, Delivery Schedule, Satellite Performance Specifications, or
other terms of this Agreement.



(c) Customer shall notify Contractor in writing, within [**Redacted**] after receipt of the
requested change proposal, whether or not Customer agrees with and accepts such change and the
price/schedule/performance or other impact thereof. If Customer agrees with and accepts
Contractor’s requested change and such impact thereof, Contractor shall proceed with the
performance of this Agreement as changed.




11.4. PRICING OF CHANGES.



When calculating the change in the Contract Price caused by changes in the Work pursuant to
this Article 11, such calculation shall be consistent with [**Redacted**].




11.5. DELAYS CAUSED BY CUSTOMER



(a) In the event Customer creates a delay by failure to act in a timely manner, or by an
action that in some way prevents or impedes Contractor from making progress, including, but not
limited to Customer’s failure to provide CFE and/or services in accordance with this Agreement’s
requirements, the Parties shall agree upon an equitable adjustment in the affected terms (including
price) of this Agreement under this clause to the extent of the schedule delay that Customer is
specifically responsible for causing.


 


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(b) In the event Customer reasonably withholds acceptance and/or approvals, a delay shall not
be deemed to have been caused by Customer. In the event such withholding of acceptance and/or
approvals is unreasonable, a delay shall be deemed to have been caused by Customer to the extent,
but only to such extent, that such an act has caused the delay to the project schedule, this
Article 11.5 is the only remedy for of Contractor for Customer-caused delays.



12. PERMITS AND LICENSES; COMPLIANCE WITH LAWS





12.1. UNITED STATES PERMITS, LICENSES, AND LAWS.



(a) Contractor shall, at its own expense, obtain all United States Government approvals,
permits, and licenses, including any required for export from or import into the United States, as
may be required for its performance of the Work.



(b) Contractor shall, at its expense, perform the Work in accordance with all applicable Laws
of the United States and the conditions of all applicable United States Government approvals,
permits, or licenses.




12.2. REVIEW OF APPLICATIONS.



(a) Contractor shall review with Customer any application relating to import or export that
Contractor makes to any government department, agency, or entity for any approval, permit, license,
or agreement, as may be required for performance of the Work, prior to submission of such
application. Contractor shall provide Customer a minimum of [**Redacted**] to review such
application prior to submission to such governmental entity, and Contractor shall in good faith
consider and accommodate any comments and proposed revisions made by Customer for incorporation
into such application.



(b) Customer shall reasonably cooperate with Contractor in Contractor’s efforts to procure all
such approvals, permits, licenses, and agreements.




12.3. VIOLATIONS OF LAW.



Customer shall not be responsible in any way for the consequences, direct or indirect, of any
violation by Contractor, its subcontractors, or their respective Affiliates or associates of any
Law or of any country whatsoever. Contractor shall not be responsible in any way for the
consequences, direct or indirect, of any violation by Customer, its subcontractors, or their
respective Affiliates or associates of any Law or of any country whatsoever.



13. SUBCONTRACTS





13.1. SUBCONTRACTS.



To the extent permitted under the relevant subcontract and subject to the subcontractor’s
written approval and Customer’s execution of any subcontractor-required non-disclosure agreement,
Contractor will provide, upon Customer’s reasonable request, copies of the technical content of the
subcontract and/or a copy of the full text of any major subcontract (excluding price and payment
schedule).


 


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13.2. NO PRIVITY OF CONTRACT.



Nothing in this Agreement shall be construed as creating any contractual relationship between
Customer and any of Contractor’s subcontractors. Contractor is fully responsible to Customer for
the acts or omissions of its subcontractors and all persons used by Contractor or any of its
subcontractors in connection with performance of the Work. Except as provided for in Article 9, any
failure by any of Contractor’s subcontractors to meet their obligations to Contractor shall not
constitute a basis for Excusable Delay and shall not relieve Contractor from meeting any of its
obligations under this Agreement. Customer’s acknowledgment of any vendor under subcontract or
subcontractor shall not relieve Contractor from any obligations or responsibilities under this
Agreement.



Nothing in this Agreement shall be construed as creating any contractual relationship between
Contractor and any of Customer’s subcontractors. Customer is fully responsible to Contractor for
the acts or omissions of its subcontractors and all persons used by Customer or any of its
subcontractors in connection with delivery of the WV3 Instrument. Contractor’s acknowledgment of
any vendor under subcontract or subcontractor shall not relieve Customer from any obligations or
responsibilities under this Agreement.




13.3. ASSIGNMENT OF SUBCONTRACTS.



In accordance with Exhibit 1, Contractor shall make commercially reasonable efforts in
negotiating its subcontracts to include an assignment clause that would enable the assignment of
Contractor’s subcontract(s) in the event of a properly executed termination under this Agreement.
Upon said termination of this Agreement and to the extent that Contractor has the legal and
contractual right under the subcontract to do so, upon Customer’s written request, Contractor shall
promptly assign said subcontract.




13.4. CONTRACTOR’S DUTIES WITH RESPECT TO SUBCONTRACTORS.



The Contractor’s duties and obligations under this Agreement shall include the obligations of
its subcontractors.



14. PERSONNEL AND KEY PERSONNEL





14.1. PERSONNEL QUALIFICATIONS.



Contractor shall assign properly qualified and experienced personnel to the program
contemplated under this Agreement, and Contractor shall use reasonable efforts to retain such
personnel on Customer’s program for the duration of such program.




14.2. KEY PERSONNEL POSITIONS.



Contractor key personnel (“Key Personnel”) shall be the personnel set forth in Exhibit 1.


 


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14.3. ASSIGNMENT OF KEY PERSONNEL.



(a) Contractor will assign individuals from within Contractor’s organization to the Key
Personnel positions as defined in Exhibit 1.



(b) Key Personnel will be familiar with programs similar to Customer’s program.



Before assigning an individual to any Key Personnel positions, whether as an initial
assignment or a subsequent assignment, Contractor shall notify Customer of the proposed assignment,
shall introduce the individual to appropriate Customer representatives and shall provide Customer
with the individual’s resume (only in the event any such individual is not known to the Customer).
If Customer in good faith objects to the qualifications of the proposed individual after being
notified thereof, then Contractor agrees to discuss such objections with Customer and resolve such
concerns on a mutually agreeable basis, including selecting alternative personnel. Customer may
object to any Key Personnel during the course of the program, or in the event any individual
filling a Key Personnel position leave such position for whatever reason, Contractor shall follow
the procedures set forth in this Article 14.3 to select replacement personnel.



15. CONTRACTOR’S REPRESENTATIONS, COVENANTS, AND WARRANTIES





15.1. ORGANIZATION; GOOD STANDING AND QUALIFICATION.




Contractor represents that:



(a) it is a corporation duly organized, validly existing and in good standing under the Laws
of Delaware;



(b) it has all requisite power and authority to own and operate its material properties and
assets and to carry on its respective business as now conducted in all material respects; and



(c) it is duly qualified to transact business and is in good standing in each jurisdiction in
which the failure to so qualify would have a Material Adverse Effect.




15.2. AUTHORIZATION.




Contractor represents that:



(a) it has all requisite corporate power and authority to enter into this Agreement and to
carry out the transactions contemplated by this Agreement;



(b) the execution, delivery, and performance of this Agreement and the consummation of the
transactions contemplated by this Agreement have been duly authorized by the requisite corporate
action of Contractor and do not conflict with any other agreement or obligation to which it is a
party or which binds its assets; and



(c) this Agreement is a valid and binding obligation of Contractor, enforceable in accordance
with its terms, except Contractor makes no representation or warranty as to the enforceability of
remedies due to applicable bankruptcy, insolvency, moratorium, reorganization, or similar laws
relating to or affecting the enforcement of creditor’s rights or by reason of general principles of
equity.


 


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15.3. CONTRACTOR WARRANTIES FOR CONTRACT DELIVERABLES.



(a) Satellite (Pre-Launch): [**Redacted**], Contractor warrants that the Satellite (excluding
CFE) furnished under this Agreement shall comply with the requirements of Exhibit 1 and be free
from Defects (other than Defects waived in writing by the Customer). If the Customer becomes aware
of a Defect, Customer shall notify Contractor within [**Redacted**] Business Days after discovery
by Customer of the Defect. Except for Contractor’s obligations set forth in paragraph (b)
immediately below, the warranty herein shall immediately expire upon Launch of the Satellite.



(b) Satellite (Post-Launch): Immediately upon Launch, Contractor’s obligation to correct any
Defect in the Satellite or components thereof (excluding CFE) is defined by paragraph 10.2 (b) of
this Agreement for a period of [**Redacted**].



(c) Other Contract Deliverables: With respect to all remaining Deliverable Items listed in
Section 3.1 of Exhibit 1, excluding those items specified in Sections 3.1(f) and (g) of Exhibit 1,
Contractor warrants that said Deliverable Items shall be free from Defects (other than those
Defects waived by Customer) for a period of [**Redacted**] following delivery.



(d) Services: Contractor warrants that it will perform all services related to the Work in
accordance with [**Redacted**] for work similar in type, scope and complexity of the Work.



(e) Data and Documentation: With respect to Data and Documentation, Contractor warrants that
said Data and Documentation shall be free from material errors or omissions related to the
operation of the Customer’s satellite for a period of [**Redacted**] following Launch.



(f) Contractor’s obligations under this warranty are, at the Contactor’s sole discretion,
limited to inspection of the Contract Deliverable and repair or replacement of the Contract
Deliverable. It is understood that such a warranty repair does not renew the warranty term for the
Contract Deliverable. Notwithstanding the foregoing: (a) the warranty term for the Contract
Deliverable (or portion thereof) being repaired or replaced shall be tolled during the period of
such repair; and (b) where a warranty repair involves a portion of the Contract Deliverable, and
the remaining portion of the Contract Deliverable can not be effectively tested and or utilized
during the period of repair, then the warranty term for the remaining portion of the Contract
Deliverable shall be tolled during such period of repair. Contractor’s obligations hereunder are
expressly conditioned upon the following terms:



(1) In the event that the Contract Deliverable does not contain a Defect, Customer shall
reimburse Contractor for all reasonable expenses incurred during the warranty determination.



(2) This warranty does not apply to any portion of CFE or to any Contract Deliverable or
portion thereof that in any way has been repaired, altered, or otherwise affected in any manner by
any act of Customer or its subcontractor(s) so as to affect the condition or performance of the
Contract Deliverable or any Contract Deliverable or portion of the Contract Deliverable that shall
have been subject to misuse, abuse, alteration, improper handling, improper testing or installation
by Customer or its subcontractors, whether by accident or other cause.



(3) Before any Contract Deliverable is returned to the Contractor, Customer shall obtain
written authorization from the Contractor. Customer assumes the responsibility for any/all
unauthorized shipments. In the event that Contractor repairs or replaces any part under this
warranty, the cost of shipping the part will be borne by the Customer.



(g) This warranty as set forth in this Article 15.3, does not extend to any customers or
clients of Customer.



 


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15.4. REMEDIES.



(a) Notwithstanding anything to the contrary herein, Customer shall have the right at any time
during the period of the warranties set forth in this Article 15.4 to require that any Work not
conforming in all material respects to this Agreement be promptly corrected or replaced at
Contractor’s expense with conforming Work.



(b) Contractor shall correct errors, including modifying code and making operational
modifications, in accordance with Article 10.2. Either Party shall in a timely manner provide the
other Party with access to engineering, software and operations support personnel, including and/or
involving such other Party’s subcontractors and vendors, where feasible, for the purpose of
resolving errors, problems, or issues relating to any Contract Deliverable to be delivered pursuant
to this Agreement. After lapse of the warranty period specified in Article 15.3 for the duration of
the operational life of the Satellite, the parties agree to enter into a time and materials
agreement for such services as the parties may agree upon after the date hereof.



(c) In the event Contractor, for whatever reason, fails to perform its obligations under
paragraph (b) above, with respect to any flight or ground software to be delivered under this
Agreement, Contractor agrees in accordance with the terms of the Software License to allow Customer
to use the source code and related documentation for such software so as to enable Customer to
perform tasks contemplated by paragraph (2) above. Contractor shall ensure that all of Contractor’s
source code for the flight firmware and software and ground software is appropriately maintained,
stored, catalogued, and archived as necessary to maintain such source code to object code
integrity.



(d) Under no circumstances, shall Contractor’s total liability under this warranty exceed the
price actually paid by Customer under this Agreement. CONTRACTOR’S WARRANTIES UNDER THIS AGREEMENT
ARE SOLELY LIMITED TO WARRANTIES IDENTIFIED ABOVE. CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES,
EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE OR ANY OTHER EXPRESS OR IMPLIED WARRANTIES.



16. CUSTOMER’S REPRESENTATIONS, WARRANTIES AND COVENANTS





16.1. ORGANIZATION; GOOD STANDING AND QUALIFICATION.




Customer represents that:



(a) it is duly organized, validly existing and in good standing under the Laws of the State of
Delaware;


 


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(b) it has all requisite power and authority to own and operate its material properties and
assets and to carry on its respective business as now conducted in all material respects; and



(c) it is duly qualified to transact business and is in good standing in each jurisdiction in
which the failure to so qualify would have a Material Adverse Effect.




16.2. AUTHORIZATION.




Customer represents that:



(a) it has all requisite corporate power and authority to enter into this Agreement and to
carry out the transactions contemplated by this Agreement;



(b) the execution, delivery, and performance of this Agreement and the consummation of the
transactions contemplated by this Agreement have been duly authorized by the requisite corporate
action of Customer and do not conflict with any other agreement or obligation to which it is a
party or which binds its assets; and



(c) this Agreement is a valid and binding obligation of Customer, enforceable in accordance
with its terms, except Customer makes no representation or warranty as to the enforceability of
remedies due to applicable bankruptcy, insolvency, moratorium, reorganization, or similar laws
relating to or affecting the enforcement of creditor’s rights or by reason of general principles of
equity. Notwithstanding the foregoing, in the event of Customer’s bankruptcy, insolvency,
moratorium, reorganization, or equity proceeding, Customer shall use its best efforts to have this
Agreement confirmed according to its terms.




16.3. THIRD PARTY INTELLECTUAL PROPERTY.



Customer represents and warrants that (i) it is either the owner of, or authorized to use and
incorporate, any Intellectual Property provided by Customer (or others on behalf of Customer); (ii)
Customer shall not require Contractor to pay any license fees or royalties for the use of any
Intellectual Property of Customer for the purposes of fulfilling Contractors obligations under this
Agreement; and (iii) Customer’s Intellectual Property and/or any modifications of Contractor’s
Intellectual Property by Customer (or any other entity, other than Contractor or its
subcontractors, acting on behalf of Customer) shall not infringe any Intellectual Property Right of
any third party.



Customer is not aware of any claim to the contrary by any third party. This warranty shall
begin on the [**Redacted**]. In the event of a claim under this clause, Customer shall use
reasonable best efforts to secure an alternative source for the Intellectual Property or to obtain
a license from the party claiming infringement.


 


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17. INTELLECTUAL PROPERTY RIGHTS





17.1. CONTRACTOR FURNISHED/DEVELOPED TECHNOLOGY AND DATA.



(a) Intellectual Property developed and/or furnished by Contractor and provided to Customer
pursuant to this Agreement shall be and remain the property of Contractor, or as applicable, its
subcontractor. Contractor hereby grants to the extent legally permitted to do so,
and as specified in the WV3 Software License Agreement attached as Exhibit 4, a [**Redacted**]
license without the [**Redacted**] all of the Intellectual Property provided/developed by
Contractor pursuant to this Agreement for the purpose of developing, integrating, testing,
launching, operating, maintaining and repairing the Satellite and related ground command and
control, and image ordering, processing, and dissemination functions, designing “work-arounds” for
minor performance discrepancies, and designing, manufacturing, operating and maintaining ground
stations, including any third party direct access facilities, that communicate with the Satellite
related to the WV3 program operations.




(b) [**Redacted**].




17.2. CUSTOMER DEVELOPED TECHNOLOGY AND DATA.



Technology and data developed by Customer and provided to Contractor pursuant to this
Agreement shall be and remain the property of Customer. Contractor is granted [**Redacted**]
license to [**Redacted**], for the purposes for which [**Redacted**] under this Agreement. Such
technology and data shall be marked with an appropriate legend which indicates that it is licensed
to Contractor for Contractor’s use so long as such use is associated with this Agreement. The
integration, modification etc. of Customer Intellectual Property shall in no way diminish any of
Customer’s rights thereto. The Specifications (Exhibit 2) and the Statement of Work (Exhibit 1)
shall be the Intellectual Property of Customer.




17.3. FUTURE LICENSES.



Should Contractor or Customer desire to use, for future applications outside the scope of this
Agreement, the technology and data which have been licensed hereunder, the Parties shall endeavor
to negotiate license agreements as appropriate for such future applications.




17.4. CONTRACTOR INTELLECTUAL PROPERTY INDEMNITY.



(a) Contractor will defend at its expense any legal proceedings brought against Customer
and/or its officers, directors or employees, to the extent that it is based on a claim that the
design or use of any Contract Deliverable is a direct infringement of a [**Redacted**] copyright,
[**Redacted**] patent, or other Intellectual Property of a third party protected under
[**Redacted**] law, and will pay all damages and costs awarded by a court of final appeal
attributable to such a claim, provided that Customer (i) provides notice of a the claim promptly to
Contractor, (ii) gives sole control of the defense and settlement of same; (iii) provides to
Contractor all available information, assistance and authority to defend; (iv) has not settled such
proceedings without Contractor’s prior written consent. Should any Contract Deliverable or portion
thereof become, or in Contractor’s opinion be likely to become the subject of a claim of
infringement, Contractor shall, at its own expense and as Customer’s sole exclusive remedy, elect
to (i) obtain for Customer the right to use the Contract Deliverable as contemplated herein, (ii)
replace or modify the Contract Deliverable so that it becomes non-infringing and still satisfies
all other requirements.


 


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(b) Contractor shall have no liability for any infringement or claim which results from (i)
use of the Contract Deliverables in combination with any non-Contractor-provided equipment,
software or data, if such infringement would have been avoided by use of the Contract Deliverables
without such equipment, software, of data; (ii) Contractor’s compliance with designs or hardware
provided solely by Customer that when implemented results in such infringement.




17.5. CUSTOMER INTELLECTUAL PROPERTY INDEMNITY.



(a) Customer will defend at its expense any legal proceedings brought against Contractor
and/or its officers, directors or employees, to the extent that it is based on a claim that the
design or use of any data, components, software and Intellectual Property furnished by Customer to
Contractor hereunder is a direct infringement of a [**Redacted**] copyright, [**Redacted**] patent,
or other Intellectual Property of a third party protected under [**Redacted**] law, and will pay
all damages and costs awarded by a court of final appeal attributable to such a claim, provided
that Contractor (i) provides notice of the claim promptly to Customer, (ii) gives sole control of
the defense and settlement of same; (iii) provides to Customer all available information,
assistance and authority to defend; (iv) has not settled such proceedings without Customer’s prior
written consent. Should any data, component, software or Intellectual Property furnished by
Customer to Contractor hereunder, or any portion thereof, become, or in Customer’s opinion be
likely to become the subject of a claim of infringement, Customer shall, at its own expense and as
Contractor’s sole exclusive remedy, elect to (i) obtain for Contractor the right to use the data,
components software or Intellectual Property furnished by Customer to Contractor hereunder as
contemplated herein, (ii) replace or modify the data, components, software or Intellectual Property
furnished by Customer to Contractor hereunder so that it becomes non-infringing and still
satisfies all other requirements.



(b) Customer shall have no liability for any infringement or claim which results from (i) use
of the CFE in combination with any non-Customer-provided equipment, software or data, if such
infringement would have been avoided by use of the CFE without such equipment, software, of data;
(ii) Customer’s compliance with designs or hardware provided solely by Contractor that when
implemented results in such infringement.



(c) THE ENTIRE LIABILITY OF EITHER PARTY WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL
PROPERTY IS SET FORTH IN THE PRECEDING PROVISIONS OF THIS SECTION 18, AND NEITHER PARTY SHALL HAVE
ANY ADDITIONAL LIABILITY WITH RESPECT TO ANY ALLEGED OR PROVEN INFRINGEMENT.


 


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17.6. SOURCE CODE ESCROW.



(a) At the Customer’s written request, Contractor agrees to place, or arrange to have placed
in a escrow software account the source code identified in Section 5.3.16 of Exhibit 1. The
software escrow account will be established with a mutually agreed upon institution naming Customer
as beneficiary at Customer’s expense and under terms that are mutually agreeable to both Parties.
Access to this source code escrow account will be limited to Customer Personnel in
the event of Contractor’s or the owning party’s cessation to do business for any reason or
upon Contractor or the owning party’s inability or refusal to provide, in a timely manner, support
or enhancements for the Contract Deliverables delivered under this Agreement. Customer Personnel,
and consultants and subcontractors who have executed an appropriate non-disclosure agreement, shall
only use such source code in support of the Contract Deliverables under this Agreement and such
use shall be strictly in accordance with the terms and conditions of the licenses granted in this
Agreement. The source code shall be placed into the escrow account within twenty (20) Business Days
after the shipment of a Contract Deliverable and will remain in the Escrow Account for the
operational life of the Satellite.




17.7. RESERVED.




17.8. INTELLECTUAL PROPERTY REPRESENTATION.



(a) Contractor represents and warrants that (i) it is either the owner of, or authorized to
use and incorporate, any Intellectual Property utilized or incorporated in any Contract Deliverable
or the manufacture of any Contract Deliverable or otherwise utilized in the performance of the
Work; (ii) Customer shall not be required to pay any license fees or royalties apart from those
included in the Contract Price for use of any Intellectual Property utilized or incorporated in any
Contract Deliverable or the manufacture of any Contract Deliverable or otherwise utilized in the
performance of the Work; and (iii) neither the Work nor any Intellectual Property utilized or
incorporated in any Contract Deliverable or the manufacture of any Contract Deliverable shall
infringe any Intellectual Property Right of any third party.



(b) Customer represents and warrants that (i) it is either the owner of, or authorized to use
and incorporate, any Intellectual Property to be furnished as CFE; (ii) Contractor shall not be
required to pay any license fees or royalties for use of any Intellectual Property utilized or
incorporated in any CFE; and (iii) no Intellectual Property utilized or incorporated in any CFE
shall infringe any Intellectual Property Right of any third party.



18. INDEMNIFICATION





18.1. CONTRACTOR’S INDEMNIFICATION.



(a) Subject to the indemnification procedures set forth in Article 18.3, Contractor shall
indemnify, defend, and hold harmless Customer and its Affiliates and their respective associates
from any and all Losses arising from, in connection with, or based on any claims made by third
parties (including Consultants and agents of Customer, Contractor, or any Subcontractor but not any
employee, officer, or director of Customer) regarding any of the following:




	 	(1)	 	injury to persons (including sickness or death) or damage to real or
tangible personal property, resulting from any act or omission, negligent or
otherwise, of Contractor or its Subcontractors in the performance of the Work;







	 	(2)	 	any claims arising out of or related to occurrences Contractor is
required to insure against pursuant to Article 20, to the extent of the amount of
the insurance required under such Article; or





 


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18.2. CUSTOMER’S INDEMNIFICATION.



(a) Subject to the indemnification procedures set forth in Article 18.3, Customer shall
indemnify, defend, and hold harmless Contractor and its Affiliates and their respective associates
from any and all Losses arising from, in connection with, or based on any allegations made by third
parties (including Consultants and agents of Contractor, any Subcontractor, or Customer but not any
employee, officer, or director of Contractor) regarding any of the following:




	 	(1)	 	injury to persons (including sickness or death) or damage to real or
tangible personal property, resulting from any act or omission, negligent or
otherwise, of Customer and its Consultants;







	 	(2)	 	any claims arising out of or related to occurrences Customer is
required to insure against pursuant to Article 20, to the extent of the amount of
the insurance required under such Article; or







	 	(3)	 	any claims arising from Customer’s operation of the Satellites except
where such Losses results from Contractor’s (i) willful misconduct or gross
negligence, or (ii) acts(s) or omissions(s) that are the basis of a denial or
exclusion of coverage under the Customer’s launch and in-orbit insurance policy.







18.3. INDEMNIFICATION PROCEDURES.



(a) Promptly after receipt by any entity entitled to indemnification under this Article 18 of
notice of the commencement or threatened commencement of any civil, criminal, administrative, or
investigative reaction or proceeding involving a claim in respect of which the indemnified Party
will seek indemnification pursuant to this Article 18, the indemnified party shall notify the
indemnifying Party of such claim in writing. Failure to so notify the indemnifying Party shall not
relieve the indemnifying Party of its obligations under this Agreement except to the extent it can
demonstrate that it was prejudiced by such failure. Within 15 days following receipt of written
notice from the indemnified Party relating to any claim, but no later than 10 days before the date
on which any response to a complaint or summons is due, the indemnifying Party shall notify the
indemnified Party in writing if the indemnifying Party elects to assume control of the defense or
settlement of that claim (a “Notice of Election”).



(b) If the indemnifying Party delivers a Notice of Election relating to any claim within the
required notice period, so long as it is actively defending such claim, the indemnifying Party
shall be entitled to have sole control over the defense and settlement of such claim; provided that
(i) the indemnified Party shall be entitled to participate in the defense of such claim and to
employ counsel at its own expense to assist in the handling of such claim; (ii) where the
indemnified Party is so represented, the indemnifying Party shall
keep the indemnified Party’s
counsel informed of each step in the handling of any such claim; (iii) the indemnified Party shall
provide, at the indemnifying Party’s request and expense, such assistance and information as is
available to the indemnified Party for the defense and settlement of such claim; and (iv) the
indemnifying Party shall obtain the prior written approval of the indemnified Party before entering
into any settlement of such claim or ceasing to defend against such claim. After the indemnifying
Party has delivered a Notice of Election relating to any claim in accordance with the preceding
paragraph, the indemnifying Party shall not be liable to the indemnified Party for
any legal expenses incurred by the indemnified Party in connection with the defense of that
claim. In addition, the indemnifying Party shall not be required to indemnify the indemnified Party
for any amount paid or payable by the indemnified Party in the settlement of any claim for which
the indemnifying Party has delivered a timely Notice of Election if such amount was agreed to
without the prior written consent of the indemnifying Party.


 


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(c) If the indemnifying Party does not deliver a Notice of Election relating to any claim
within the required notice period or fails to actively defend such claim, the indemnified Party
shall have the right to defend and/or settle the claim in such manner as it may deem appropriate,
at the cost and expense of the indemnifying Party. Provided that the indemnified Party acts in good
faith, it may settle such claim on any terms it considers appropriate under the circumstances
without in any way affecting its right to be indemnified hereunder. The indemnifying Party shall
promptly reimburse the indemnified Party for all such costs and expenses.




18.4. WAIVER OF SUBROGATION.



If a Party insures against any loss or damage it may suffer in respect of which it is required
to indemnify the other Party, its Affiliates and their respective associates pursuant to this
Article 18, it shall be a condition that the insuring Party arrange for the insurer to waive its
right of subrogation against such other Party and such other Party’s Affiliates and their
respective associates. Each Party shall be entitled to require proof from time to time that the
other Party has complied with its obligations under this Article 18.4. In the event a Party does
not comply with such obligations, the indemnities referred to in Articles 18.1, 18.2, and 18.3, as
applicable, shall extend to any claim that may be made by an insurer pursuant to an alleged right
of subrogation.



19. LIQUIDATED DAMAGES FOR LATE DELIVERY




(a) The Parties acknowledge and agree that failure to meet the Delivery Dates will cause
substantial financial loss or damage to be sustained by the other Party. The Parties further
acknowledge and agree that the following liquidated damages are believed to represent a genuine
estimate of the loss that would be suffered by Customer by reason of any such delay (which losses
would be difficult or impossible to calculate with certainty), and are neither intended as a
penalty nor operate as a penalty.



(b) In the event Contractor fails to Deliver the Satellite within [**Redacted**] of the
scheduled Delivery Date, or such other date as may be mutually agreed to in writing by Contractor
and Customer, Contractor agrees to pay Customer as liquidated damages and not as a penalty, the sum
of [**Redacted**] per [**Redacted**] for the period beginning on the [**Redacted**] of the delay or
the first [**Redacted**] following any agreed to extension, if applicable. Damages shall be paid
until the earlier of; completion of Satellite Delivery or for a maximum of [**Redacted**] (the
“Liquidated Damages Period”). The total amount of Liquidated Damages under this Section (b) for
failure to meet the Delivery Date for the Satellite shall not exceed [**Redacted**].



(c) Notwithstanding anything else in this Agreement to the contrary, in the event and only to
the extent that the failure to meet the Delivery Date is caused primarily (i) by Customer’s failure
to provide Launch Services as scheduled, (ii) by the failure of Customer to deliver the
WV3 Instrument for integration with the bus, or (iii) the failure by Customer to deliver any
other CFE as scheduled (the “Customer Delay”) and the bus is ready for Instrument integration as
defined by Exhibit 1, then Contractor will not be subject to Liquidated Damages for failure to meet
the Delivery Date for such period of Customer Delay.


 


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(d) In the event of a Customer Delay, or such other date as may be mutually agreed to in
writing by Contractor and Customer, and the Work to be delivered by Contractor hereunder is
[**Redacted**], Customer agrees to pay Contractor as liquidated damages and not as a penalty, the
sum of [**Redacted**] per [**Redacted**] for the period beginning on the [**Redacted**] of the
delay or the first day following any agreed to extension, if applicable. Damages shall be paid
until the earlier of completion of Satellite Delivery or a maximum of [**Redacted**]. The total
amount of liquidated damages under this Section (d) for failure to meet the Delivery Date for the
Satellite shall not exceed [**Redacted**]. Any Delivery Dates and affected interim Milestone
schedules shall be adjusted to account for such Customer Delay. It being understood that any
Customer Delay shall be cumulative and any individual Customer Delay shall count against the
[**Redacted**].



(e) In the event and only to the extent that each Party is delayed at the same time, neither
Party shall be subject to Liquidated Damages for the period of the mutual delay.



20. INSURANCE





20.1. GENERAL OBLIGATIONS.



(a) Contractor represents that it has procured and will maintain insurance (“Ground
Insurance”) against all risks and loss or damage to the Satellite (except the WV3 Instrument), and
to any and all components purchased for and intended to be integrated into the Satellite (except
the WV3 Instrument), in an amount not less than the greater of; (i) the replacement value of, or
(ii) the amounts paid by Customer with respect to, the Satellite and components. Contractor shall
also maintain public liability insurance, insurance of employees, and comprehensive automobile
insurance, all in amounts adequate for its potential liabilities under this Agreement. For the
Satellite, such insurance shall cover the period beginning at the effective date of this Agreement
up to the moment of Launch. In addition, Contractor shall require each of its subcontractors to
provide and maintain insurance in amounts for their respective potential liabilities. In addition,
Contractor represents that it has procured and will maintain at all times, from the effective date
of this Agreement through Launch, Ground Insurance for all other Work.



(b) In the event of a loss under any of such policies, Customer shall be entitled to select
(i) to instruct Contractor to replace the Satellite, or (ii) payment of the proceeds under such
policies in an amount of the greater of (i) the replacement value of, or (ii) the amounts paid by
Customer with respect to, the Satellite and components



(c) Contractor shall provide a certificate of insurance certified by Contractor’s insurance
broker, evidencing such insurance coverage to Customer at Customer’s request.



(d) Contractor shall require its insurers to waive all rights of subrogation against Customer.
Customer shall be named as an additional insured under Contractor’s third-party
liability coverage, and as a loss payee as Customer’s interests may appear with respect to
property insurance.


 


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20.2. LAUNCH AND IN-ORBIT INSURANCE.



(a) Customer shall be responsible for procuring launch insurance for the Satellite. Customer
shall require its Insurers to waive all rights of subrogation against Contractor. Contractor shall,
at the written request of Customer, provide Customer with reasonable assistance (such as providing
required technical information) in Customer’s efforts to procure launch insurance, and support at
Customer’s meetings with insurers, if necessary.



21. DISPUTE RESOLUTION




Any dispute, claim, or controversy (“Dispute”) between the Parties arising out of or relating
to this Agreement, including but not limited to any Dispute with respect to the interpretation,
performance, termination, or breach of this Agreement or any provision thereof shall be resolved as
provided in this Article 21. However, disputes as to payments pursuant to Article 4.3 shall be
resolved in accordance with Articles 4.3 and 4.4 .




21.1. INFORMAL DISPUTE RESOLUTION.



Subject to the provisions of 21.2, prior to or concurrent with the initiation of formal
dispute resolution procedures, the Parties shall first attempt to resolve their Dispute informally,
in a timely and cost-effective manner, as follows:



(a) If, during the course of the Work, a Party believes it has a Dispute with the other Party,
the disputing Party shall give written notice thereof, which notice will describe the Dispute and
may recommend corrective action to be taken by the other Party. The Contractor Program Manager
shall promptly consult with the Customer Program Manager in an effort to reach an agreement to
resolve the Dispute.



(b) In the event agreement cannot be reached within 10 days of receipt of written notice,
either Party may request the Dispute be escalated, and the respective positions of the Parties
shall be forwarded to an executive level higher than that under paragraph (a) above for resolution
of the Dispute.



(c) In the event agreement cannot be reached under paragraphs (a) or (b) above within a total
of 20 days after receipt of the written notice described in paragraph (a) above, either Party may
request the Dispute be escalated, and the respective positions of the Parties shall be forwarded to
the Chief Executive Officer (CEO) of each Party, and such executives shall meet during such time to
resolve the Dispute.



(d) In the event agreement cannot be reached under paragraphs (a), (b) or (c) above within a
total of 30 days after receipt of the written notice described in paragraph (a) above, either Party
may proceed with arbitration in accordance with 21.2.


 


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21.2. ARBITRATION.



(a) Any dispute or disagreement arising between the Parties in connection with the
interpretation of any Article or provision of this Agreement, or the compliance or non-compliance
therewith, or the validity or enforceability thereof, or any other dispute related to this
Agreement which is not settled to the mutual satisfaction of the Parties within thirty (30) days
(or such longer period as may be mutually agreed upon) from the date that either Party informs the
other, in writing, that such dispute or disagreement exists, shall be settled by arbitration in
accordance with the Rules of the American Arbitration Association, in effect on the date that such
notice is given. Arbitration shall be held in Denver, Colorado, U.S.A.



(b) The Party demanding arbitration of a controversy shall, in writing, specify the matter to
be submitted to arbitration and, simultaneously, choose and nominate a competent individual to act
as an arbitrator. Thereupon, within fifteen (15) days after receipt of such written notice, the
other Party shall, in writing, choose and nominate a second competent arbitrator. The two
arbitrators so chosen shall promptly select a third arbitrator, giving written notice to both
Parties of their choice and fixing a time and place at which both Parties may appear and be heard
with respect to the controversy at hand. In the event the two arbitrators fail to agree upon a
third arbitrator within a period of seven (7) days, or if, for any other reason, there is a lapse
in the naming of an arbitrator or arbitrators, or in the filling of a vacancy, or in the event of
failure or refusal of any arbitrator(s) to attend to or fulfill his or their duties, then upon
application by either Party to the controversy, an arbitrator or arbitrators shall be named by the
American Arbitration Association. The arbitration award made shall be final and binding upon the
Parties and judgment may be entered thereon, upon the application of either Party to any court
having jurisdiction. In no event may the arbitrators award any special, incidental, indirect,
consequential or punitive damages, including loss of profits or revenues, or prejudgment interest.



(c) Each Party shall bear the cost of preparing and presenting its case. The cost of
arbitration, including the fees and expenses of the third arbitrator, will be shared equally by the
Parties unless the award otherwise provides.



22. LAUNCH SUPPORT AND LAUNCH




Contractor shall provide the Launch Support Services set forth in Exhibit 1. Customer shall
procure the Launch Services for the Launch.



23. CUSTOMER’S RESPONSIBILITIES




(a) In addition to Customer’s responsibilities identified in this Agreement, Customer shall
also discharge those responsibilities, at no cost to Contractor or to Subcontractors, as set forth
in Exhibit 1 and below.



(b) Customer will provide access to Contractor and its Affiliates and subcontractors at
Customer’s Mission Control Center (MCC), on a timely basis, as necessary to permit Contractor to
perform its obligations with respect to such MCC and related services.


 


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(c) In addition to, and without limiting the generality of, the foregoing, Customer will be
responsible for obtaining launch and in-orbit insurance prior to Launch. Customer shall provide
Contractor a certificate of such insurance coverage at Contractor’s request.



(d) Customer shall provide written notification to Contractor as early as practicable as to
the identity and nationality of its employees and Consultant(s) for whom access to Contractor’s and
Subcontractors’ facilities are required, and subsequent changes thereto, if any. It is recognized
that certain United States Government approvals may be required before such employees and
Consultant(s) have access to Work pursuant to the provisions of Article 5.



(e) Customer is responsible for obtaining the frequency spectrum allocations and other
approvals and licenses to operate its WV3 Satellite program.



(f) Customer is responsible for Delivery of the WV3 Instrument as well as interface support
with the Instrument supplier defined in Exhibit 1.



24. FAILURE TO MAKE ADEQUATE PROGRESS




If, at any time prior to Delivery of a Contract Deliverable (but not thereafter), Contractor
has failed to make adequate progress toward the completion of such Contract Deliverable, including
where such failure is due to the Contract Deliverable or any component thereof being damaged or
destroyed where such damage or destruction does not constitute an Excusable Delay, such that
Contractor, due to causes related to such Contract Deliverable, will not be able to Deliver the
Contract Deliverable by the applicable Delivery Date (as such date may have been modified in
accordance with this Agreement) for such Contract Deliverable, then Customer shall be entitled to
deliver to Contractor a Demand for correction of the failure to make adequate progress. Such Demand
shall state the details of the failure. Within [**Redacted**] after receipt of the Demand, or such
longer time as the Parties may agree, Contractor shall submit to Customer a Correction Plan (in the
level of detail feasible within that timeframe) for achieving Delivery not later than the
[**Redacted**] following the originally scheduled Delivery Date. If such Correction Plan does not
reasonably correct or offset the effect of the failure so as to demonstrate that Delivery of the
Contract Deliverable affected thereby can be achieved within [**Redacted**] after the originally
scheduled Delivery Date, Customer may reject the Correction Plan, and Contractor shall revise the
Correction Plan so as to demonstrate that Delivery for the Contract Deliverable affected thereby
can be achieved within [**Redacted**] after the originally scheduled Delivery Date.



25. TERMINATION





25.1. TERMINATION FOR CUSTOMER’S CONVENIENCE.



(a) Customer may, upon written notice to Contractor, terminate the Work in accordance with the
terms set forth below, and Contractor shall immediately cease Work in the manner and to the extent
specified below.



(b) In the event of termination under this Article 25.1 provided the termination is not due
to Contractor’s default under Article 25.2, Contractor shall be entitled to payment of an amount
equal to the lesser of (i) [**Redacted**] of the total amount of such [**Redacted**]; and (ii) the
Termination Liability Amount specified in Exhibit 3. In either case (i) or (ii) above, the
Customer shall pay the above amount less the sum of all amounts previously received by
Contractor in cash under this Agreement. In no event shall the amounts payable pursuant to this
Article 25 exceed the Contract Price.


 


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(c) In the event of termination under this Article, the Customer shall be entitled to take
delivery of all [**Redacted**] per Exhibit 1, in their [**Redacted**]. Delivery of these items will
be [**Redacted**] at the time of termination.” Customer and Contractor agree to negotiate
reasonable storage and delivery methods, costs, and terms.



(d) If in Contractor’s judgment it is feasible for the Contractor to use any items of
terminated Work, it shall submit to Customer an offer to acquire such items. If such offer is
accepted, Contractor’s termination invoice shall be credited with the agreed acquisition price.




25.2. TERMINATION FOR CONTRACTOR’S DEFAULT



(a) Customer may terminate this Agreement upon service of written notice of default to
Contractor at any time after the occurrence of any of the following:




	 	(1)	 	Subject to any schedule adjustments pursuant to Article 9, Contractor
fails to meet any of the program Milestone events set forth in Exhibit 3 causing a
delay that could reasonably be expected to delay the Delivery Date of the Satellite
taking into consideration the grace period set forth in clause (2) below.







	 	(2)	 	The Satellite has not been delivered within [**Redacted**] of the
scheduled Delivery Date as set forth in Exhibit 1 and as may be extended in
accordance with this Agreement. This [**Redacted**] period is comprised of the
[**Redacted**] grace period, the [**Redacted**] liquidated damages period, and a
second [**Redacted**] grace period.







	 	(3)	 	Contractor commences a voluntary proceeding concerning itself under any
applicable bankruptcy, insolvency, reorganization, adjustment of debt, relief of
debtors, or similar law (“Insolvency Law”); or any involuntary proceeding commences
against Contractor under an Insolvency Law and the petition has not been dismissed
within [**Redacted**] after commencement of the proceeding; or a receiver or
custodian is appointed for or takes charge of all or a substantial portion of the
property of Contractor and such custodian or receiver has not been dismissed or
discharged within [**Redacted**]; or Contractor has taken action toward the
winding-up, dissolution, or liquidation of Contractor or its business; or
Contractor has been adjudicated insolvent or bankrupt or an order for relief or any
other order approving a case or proceeding under any Insolvency Law has been
entered; or Contractor has made a general assignment for the benefit of creditors
or becomes unable to pay its debts generally as they become due. Should Contractor
become a debtor in any bankruptcy proceeding, Contractor shall move to assume or
reject this Agreement within [**Redacted**] after the entry of any order for
relief; or







	 	(4)	 	Contractor has purported to assign or transfer this Agreement in
violation of the provisions of Article 26.1 and Contractor fails to cure such
unauthorized purported
assignment or transfer within thirty (30) days after receiving written notice from
Customer of the unauthorized purported assignment or transfer.





 


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(b) In the event Customer terminates this Agreement pursuant to paragraph (a), Contractor
shall be entitled to payment of an amount equal to the lesser of (i) the actual costs incurred
(subject to audit by Customer) or (ii) the Termination Liability Amount specified in Exhibit 3
minus [**Redacted**], less the sum of all amounts already received by Contractor in cash or cash
equivalent under this Agreement.



(c) If, after termination of this Agreement under the provisions of paragraph (a), it is
determined by arbitration, pursuant to Article 21, or admitted in writing by Customer, that
Contractor was not in default under the provisions of paragraph (a), or that any delay giving rise
to the default was excusable under the provisions of Article 9, such termination shall be
considered a Termination for Convenience by Customer and the provisions of Article 25.1 shall
apply.




25.3. TERMINATION FOR EXCUSABLE DELAY.



(a) Customer may, upon written notice to Contractor, immediately terminate this Agreement, if
and when it becomes reasonably certain that the aggregate of Excusable Delays will [**Redacted**].



(b) In the event of termination under this Article 25.3, Contractor shall be entitled to the
lesser of (i) the actual costs incurred plus a profit equal [**Redacted**] or (ii) the Termination
Liability Amount specified in Exhibit 3; in either case less the sum of all amounts received by
Contractor in cash or cash equivalent under this Agreement.



(c) In the event of termination under this Article, the Customer shall be entitled to take
delivery of all deliverable items per Exhibit 1, in their current condition of development
/assembly. Delivery of these items will be subject to the payment of all amounts due and payable at
the time of termination.” Customer and Contractor agree to negotiate reasonable storage and
delivery methods, costs, and terms.



(d) In the event it is determined by arbitration pursuant to Article 21 or by written
agreement of the Parties that Customer wrongfully terminated this Agreement under this Article
25.3, such termination shall be considered a Termination for Convenience by Customer and the
provisions of Article 25.1 shall apply.




25.4. TERMINATION RIGHT EXPIRATION.



Customer’s right to terminate this Agreement pursuant to Articles 25.1 through 25.3 shall
expire upon Launch.


 


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25.5. TERMINATION FOR CUSTOMER’S DEFAULT.



(a) Contractor may stop Work or terminate this Agreement in whole or in part upon service of
written notice of default to Customer at any time after the occurrence of any of the following:




	 	(1)	 	Customer fails to make any undisputed milestone or other payment when
due (including any grace periods) and fails to cure such breach within
[**Redacted**] following receipt of notice from Contractor, or







	 	(2)	 	Customer commences a voluntary proceeding concerning itself under any
applicable bankruptcy, insolvency, reorganization, adjustment of debt, relief of
debtors or similar law (“Insolvency Law”); or any involuntary proceeding commences
against Customer under an Insolvency Law and the petition has not been dismissed
within [**Redacted**] after commencement of the proceeding; or a receiver or
custodian is appointed for or takes charge of all or a substantial portion of the
property of Customer and such custodian or receiver has not been dismissed or
discharged within [**Redacted**]; or Customer has taken action toward the
winding-up, dissolution, or liquidation of Customer or its business; or Customer
has been adjudicated insolvent or bankrupt or an order for relief or any other
order approving a case or proceeding under any Insolvency Law has been entered; or
Customer has made a general assignment for the benefit of creditors or becomes
unable to pay its debts generally as they become due. Should Customer become a
debtor in any bankruptcy proceeding, Customer shall move to assume or reject this
Agreement within [**Redacted**] after the entry of any order for relief; or







	 	(3)	 	Customer has purported to assign or transfer this Agreement in
violation of the provisions of Article 26.1 and Customer fails to cure such
unauthorized assignment or transfer within [**Redacted**] after receiving written
notice from Contractor of such unauthorized purported assignment or transfer by
Customer.






(b) Except as specified in this Agreement, Contractor shall not have the right to terminate or
suspend this Agreement.




25.6. CONSEQUENCE OF TERMINATION; INVOICE; AUDIT.



(a) Upon receipt of a notice of termination, as provided in this Article 25, Contractor shall
take the following actions:




	 	(1)	 	stop Work under this Agreement on the date and to the extent specified
in the notice of termination, except those services that are specifically intended
to be provided in connection with a termination of this Agreement;







	 	(2)	 	withhold delivery of any of the items to be supplied hereunder until
Contractor has received full payment under this Article 25;







	 	(3)	 	place no further orders or subcontracts for materials, services, or
facilities to the extent they relate to the performance of the Work terminated;





 


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	 	(4)	 	terminate orders and subcontracts to the extent they relate to the
performance of the Work terminated;







	 	(5)	 	settle all outstanding liabilities and all claims arising out of such
termination of orders and subcontracts for materials, services, or facilities; and







	 	(6)	 	take such action as may be reasonably necessary, or as Customer may
direct, for the protection and preservation of the property related to this
Agreement that is in the possession of Contractor or any subcontractor and in which
Customer has or may acquire an interest.






(b) Upon termination of this Agreement in accordance with this Article 25, with regard to any
amounts payable by Customer to Contractor hereunder, Contractor shall submit an invoice to Customer
within [**Redacted**] after the termination date, and the invoice shall specify the amount due
pursuant to this Article 25. By written notice no later than [**Redacted**] after receipt of
Contractor’s invoice pursuant to this Article 25, Customer may dispute the amount specified in said
invoice. In the event Customer does not so notify Contractor that it disputes the amount in
Contractor’s invoice within [**Redacted**] after receipt thereof, Customer shall be deemed to have
accepted such invoice.



(c) Contractor shall be entitled to payment by Customer of undisputed amounts in such invoice
within [**Redacted**] after Customer’s receipt of the invoice, and with respect to disputed
interest amounts, [**Redacted**] after the resolution of such dispute. Payment of such amount by
any Financing Entity on behalf of Customer shall relieve Customer from its obligation to make such
payment. In the event Customer terminates this Agreement as provided in this Article 25,
Contractor, if requested in writing by Customer, shall assign to Customer or its designee, such
Subcontracts as requested by Customer, to the extent permitted by such Subcontracts.



(d) Upon completion of all payments in accordance with this Article 25, Customer may require
Contractor to transfer to Customer in the manner and to the extent directed by Customer, title to
and possession of any items (of which title would have passed) and assign licenses and subcontracts
(to the extent they would have been assigned per the Agreement) comprising all or any part of the
Work terminated (including all Work-in-progress, parts and materials, and all inventories and
associated warranties), and Contractor shall, upon direction of Customer, protect and preserve
property at Customer’s expense in the possession of Contractor or its Subcontractors in which
Customer has an interest and shall facilitate access to and possession by Customer of items
comprising all or part of the Work terminated. Alternatively, Customer may request Contractor to
make a reasonable, good faith effort to sell such items and to remit any sales proceeds to Customer
less a deduction for costs of disposition reasonably incurred by Contractor for such efforts. To
the extent Contractor’s compliance with this paragraph (g) requires governmental approvals and
Contractor cannot, with the exercise of commercially reasonable efforts, procure such approvals,
Contractor shall be excused from performing its obligations under this paragraph (d).



(e) Payment of the amount payable by Customer to Contractor pursuant to paragraph (d) above
shall constitute a total discharge of Customer’s liabilities to Contractor for termination pursuant
to this Article 25.1.



(f) The amounts payable by Contractor under paragraph (b) above shall be verified at
Contractor’s request and expense by an internationally recognized firm of accountants appointed by
Contractor for that purpose subject to approval of Customer.



 


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25.7. SECURITY INTERESTS.



In the event Contractor becomes insolvent or bankrupt and is unable to provide adequate
assurance of performance acceptable to Customer, Customer shall have the right to take possession
of the Deliverables and/or the components thereof, and shall have a perfected security interest to
the extent of payments by Customer to Contractor. [**Redacted**]



26. GENERAL





26.1. ASSIGNMENT.



(a) This Agreement can be collaterally assigned, pledged or encumbered to any financial
institution for making loans or otherwise extending credit to either Party. Neither Party may
assign any rights or obligations hereunder without the prior express written consent of the other,
except: (i) to a third party pursuant to a merger, sale of stock or all or substantially all
assets, (ii) to a subsidiary, or other corporate reorganization in which all or substantially all
of the assets associated with this Agreement is transferred, or (iii) the involuntary transfer as a
result of this Agreement being taken by a financial institution following the default and
declaration of default by the financial institution of material obligations under the financing or
refinancing arrangement of the Party. Any purported assignment, transfer or subcontract shall be
void and ineffective without such written consent; such permission will not be unreasonably
withheld. Subject to the above restrictions on assignment, this Agreement shall inure to the
benefit of and bind the successors and assigns of the Parties.



(b) Customer shall not, without the prior written approval of Contractor, assign, mortgage,
charge, or encumber this Agreement or any part thereof, or merge with or into or sell all or
substantially all its assets to any other entity (except to its parent company or a wholly-owned
direct or indirect subsidiary company of Customer, or any person or entity acquiring all or
substantially all the assets of Customer (through merger, stock or asset acquisition,
recapitalization, or reorganization) where such merger, acquisition, recapitalization, or
reorganization adversely affects Contractor’s rights under this Agreement); provided, however,
Contractor shall provide its approval, if in Contractor’s reasonable judgment, Contractor’s rights
under this Agreement are not and would not be adversely affected thereby.



(c) The assigning Party shall reimburse the other Party for all reasonable expenses incurred
by the other Party (and invoiced in reasonable detail) in obtaining advice from its external
financial and legal advisors relating to the assigning Party’s proposed assignment or transfer.



(d) This Agreement shall be binding on the Parties and their successors and permitted assigns.
Assignment of this Agreement shall not relieve the assigning Party of any of its obligations nor
confer upon the assigning Party any rights except as provided in this Agreement.


 


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26.2. ENTIRE AGREEMENT.



This Agreement, including the Exhibits attached hereto, constitutes the entire understanding
and agreement between the Parties regarding the Work and all obligations set forth herein and
supersedes all prior and contemporaneous communications, negotiations, and other agreements either
written or oral unless expressly incorporated by reference into this Agreement.




26.3. AMENDMENTS/MODIFICATIONS.



This Agreement, including any and all of its Schedules, Attachments, Annexes, Exhibits and
Appendices thereto, may not be amended, modified, supplemented, or otherwise altered except by a
written instrument of subsequent date signed by an officer of Contractor, or another person
designated in writing by any such officer to sign such an instrument and a senior vice president of
Customer, or another person designated in writing by any such Customer senior vice president to
sign such an instrument.




26.4. SEVERABILITY.



In the event any one or more of the provisions of this Agreement shall for any reason be held
to be invalid or unenforceable, the remaining provisions of this Agreement shall be unimpaired and
the invalid or unenforceable provision shall be replaced by a mutually acceptable provision, which,
being valid and enforceable, comes closest to the intention of the Parties with respect to the
overall Agreement and the invalid or unenforceable provision.




26.5. APPLICABLE LAW.



Except as provided in Article 22, this Agreement and performance under it shall be governed
by, construed, and enforced in accordance with the laws of the State of Colorado, without regard to
conflict of laws or provisions thereof.




26.6. NOTICES.



(a) All notices, requests, demands, and determinations under this Agreement, including any
required under Article 26.1 (Assignment), (other than routine operational communications), shall be
in writing and shall be deemed duly given (i) when delivered by hand, (ii) two (2) Business Days
after being given to an express courier with a reliable system for tracking delivery, or (iii) when
sent by facsimile (confirmed by the specific individual to whom the facsimile is transmitted) with
a copy sent by another means specified in this Article 26.6, and addressed as follows:




	 	 	 	 
	 	Customer:

	 	DigitalGlobe, Inc.
	 	 

	 	1601 Dry Creek Drive — Suite 260
	 	 

	 	Longmont, Colorado 80503
	 	 

	 	Tel: [**Redacted**]
	 	 

	 	Fax: [**Redacted**]
	 	 

	 	Attn.: [**Redacted**]





 


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	 	Contractor:

	 	Ball Aerospace & Technologies Corp.
	 	 

	 	1600 Commerce Street
	 	 

	 	Boulder, Colorado 80306
	 	 

	 	Tel: [**Redacted**]
	 	 

	 	Fax: [**Redacted**]
	 	 

	 	Attention: [**Redacted**]






(b) A Party may from time to time change its address or designee for notification purposes by
giving the other Party prior written notice of the new address or designee and the date upon which
it will be effective.




26.7. RELATIONSHIP OF THE PARTIES.



Both Parties are independent contractors under this Agreement. Nothing contained in this
Agreement is intended nor is to be construed so as to constitute Contractor and Customer as
partners, agents or joint ventures with respect to this Agreement. Neither Party shall have any
express or implied right or authority to assume or create any obligations on behalf of or in the
name of the other Party or to bind the other Party to any contract, agreement, or undertaking with
any third party.




26.8. SURVIVAL.



The following Articles, and the provisions contained therein, shall be deemed to survive the
termination (for any reason) or expiration of this Agreement, and, accordingly, such Articles shall
remain applicable and enforceable in accordance with their terms:



(a) Article 1 (Definitions and Construction);



(b) Article 8 (Title and Risk of Loss);



(c) Article 9 (Excusable Delay);



(d) Article 16.3 (Contractor’s Warranties for Contract Deliverables);



(e) Article 17 (Intellectual Property Rights);



(f) Article 18 (Indemnification);



(g) Article 19 (Liquidated Damages for Late Delivery);



(h) Article 21 (Dispute Resolution);



(i) Article 25 (Termination);



(j) Article 26.5 (Applicable Law);



(k) Article 26.13 (Limitation of Liability).


 


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26.9. NO THIRD-PARTY BENEFICIARIES.



This Agreement is entered into solely between, and may be enforced only by, Customer and
Contractor and their permitted assigns. This Agreement shall not create any rights in third
parties, including suppliers and customers of either Party or create any obligations of a Party to
any such third parties.




26.10. CONSENTS AND APPROVALS.



Except where expressly provided as being in the sole discretion of a Party, where agreement,
approval, acceptance, consent, or similar action by either Party is required under this Agreement,
such action shall not be unreasonably delayed or withheld. An approval or consent given by a Party
under this Agreement shall not relieve the other Party from responsibility for complying with the
requirements of this Agreement, nor shall it be construed as a waiver of any rights under this
Agreement, except as and to the extent otherwise expressly provided in such approval or consent.




26.11. NO WAIVER; REMEDIES.



No failure or delay by any Party in exercising any right, power or privilege under this
Agreement will operate as a waiver of such right, power or privilege. A single or partial exercise
of any right, power or privilege will not preclude the exercise of any other or further right,
power or privilege. The rights and remedies in the Agreement are cumulative and not exclusive of
any rights and remedies provided by law.




26.12. COVENANT OF GOOD FAITH.



Each Party agrees that, in respective dealings with the other Party under or in connection
with this Agreement, it shall act in good faith.




26.13. LIMITATION OF LIABILITY.



NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY: (1), IN NO EVENT SHALL
EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, EXEMPLARY,
INDIRECT, INCIDENTAL, CONSEQENTIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING
WITHOUT LIMITATION, LOST REVENUES, PROFITS, SAVINGS, BUSINESS) OR LOSS OF RECORDS OR DATA, EVEN IF
SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES; [**Redacted**] ARISING
OUT OF, OR RESULTING FROM THIS AGREEMENT’S PERFORMANCE OR NON-PERFORMANCE OR BREACH THEREOF; AND
(3) AT THE TIME LIABILITY ATTACHES TO CONTRACTOR, IN NO EVENT SHALL [**Redacted**] BY THE
CONTRACTOR.


 


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26.14. PUBLIC ANNOUNCEMENTS.



Neither Party, nor any of their officers, directors, employees, agents or representatives
shall make any disclosure except as may be required by law or purposes of financing, or public
announcement with respect to the transaction contemplated by this Agreement without prior written
approval of the other Party,.




26.15. NONDISCLOSURE AGREEMENT.



That certain Non-Disclosure Agreement dated xxxxx, attached hereto as Exhibit 5 shall govern
the use, protection, and disclosure of confidential and proprietary information.


 


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IN WITNESS WHEREOF, this Agreement has been executed on behalf of Customer and Contractor by
persons authorized to act on their behalf.



	 	 	 	 	 
	DIGITALGLOBE, INC.

	 	BALL AEROSPACE & TECHNOLOGIES CORP.	 	 





[**Redacted**]


 


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	 	WV3 Satellite Statement of Work_WV862

Rev 1.0: 26 January 2007






FOIA CONFIDENTIAL TREATMENT REQUESTED




PORTIONS
OF THIS EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A 
REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION




Exhibit 1 to Agreement 60150

Statement of Work

for the WorldView 3

Satellite




	 	 	 	 	 	 	 
	 

	 	Document Number
	 	10329656 	 
	 

	 	Release Date:
	 	Aug 23, 2010

	 

	 	Issue/Revision:
	 	Initial Release

	 

	 	Prepared by:
	 	[**Redacted**]

	 

	 	Approved by
	 	[**Redacted**]







ITAR Controlled Document — DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.



 


 









 





			
	
	 	WV3 Satellite Statement of Work_

Doc Number 10329656






RESTRICTION ON USE, PUBLICATION, OR DISCLOSURE OF PROPRIETARY INFORMATION




This document contains information proprietary and confidential to DigitalGlobe Incorporated, to
its subsidiaries, or to a third party to whom DigitalGlobe Incorporated may have a legal obligation
to protect such information from unauthorized disclosure, use or duplication. Any disclosure, use
or duplication of this document or of any of the information contained herein for other than the
specific purpose for which it was disclosed is expressly prohibited, except as DigitalGlobe
Incorporated may otherwise agree to in writing. This document may only be used for the purpose for
which it is provided. All copies of this document are the sole property of DigitalGlobe and will be
returned promptly upon request.



ITAR Controlled Document — DigitalGlobe Proprietary and Confidential

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Change Record




	 	 	 	 	 	 	 
	Issue	 	Date	 	Section(s)	 	Description of Change
	Initial

	 	20 Aug 2010
	 	 	 	Initial Release






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	Issue	 	Date	 	 	Section(s)	 	 	Description of Change






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1.0 INTRODUCTION




This Statement of Work defines those tasks to be performed by BATC, the Space Segment Integrator,
in defining; designing, producing, testing, verifying, and preparing for launch; the DigitalGlobe
WorldView 3 Satellite. BATC has the overall responsibility for Satellite performance, as defined in
the WV3 Satellite Specification, provided the DG-furnished Instrument meets its interfaces and
specifications as defined in Paragraph 2.2. Within this role, BATC has the responsibility to work
with DigitalGlobe to define requirements, allocate budgets, analyze performance, execute trade
studies, interact with other vendors, define configurations(s), conform to existing Instrument
interfaces, assess and mitigate risks, prepare various programmatic documentation, and interact
with all participating organizations via meetings, teleconferences, and reviews as defined herein.



BATC shall provide integrating services as defined herein and the hardware and software, exclusive
of Customer Furnished Equipment, that comprise the WV3 Satellite.



This document also defines the scope of work required from DigitalGlobe and associated
subcontractors in order for BATC to execute this contract successfully.



Associate contractors under contract to DigitalGlobe shall provide the Instrument and Launch
services. However, BATC shall fully support defining, documenting, and verifying Satellite(s) to
LV and MGB interfaces and integration procedures. BATC shall insure that the Satellite will
withstand all launch environments.



1.1 Definitions




Agreement: Satellite Purchase Agreement #60150 by and between DigitalGlobe, Inc. and Ball Aerospace
and Technologies Corp., dated DDMMYYYY, as amended.



Authorization to Proceed (ATP): Effective date of work commencement per the Agreement.



Satellite: The complete space-borne infrastructure required to perform the mission of providing
radiometrically and geometrically correct imagery of the Earth. The Satellite consists of the
Instrument and the Spacecraft Bus.



Instrument: The Instrument is that part of the Satellite that collects light photons using
appropriate mirrors and structure[**Redacted**]. It also may be designated the Electro-Optical
Assembly (EOA). The instrument includes it’s own thermal control system. However, the instrument
focus mechanism depends upon drive electronics to be provided by BATC per this Statement of Work.
Also, the instrument stimulation lamp depends upon drive electronics to be provided by BATC per
this Statement of Work.



Telescope: That part of the Instrument that collects and focuses light onto a focal plane.
[**Redacted**] It also may be designated the Optical Telescope Unit (OTU).



Sensor Subsystem (SSS): That part of the Instrument that converts photons to analog voltage
signals, [**Redacted**], and digitizes [**Redacted**] those signals.



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Solid State Recorder: The subsystem that accepts digital data from the SSS and Ancillary Data from
the spacecraft bus, provides storage, [**Redacted**] and outputs that data to the wideband
transmitter(s).



Spacecraft Bus: The Bus is that part of the Satellite that provides the support infrastructure so
the Instrument can function.



[**Redacted**]




MGB: “MGB” is a meaningless three letter designation for an additional subsystem being installed
on the WV3 satellite. The MGB subsystem consists of three components. The first is a Sensor Unit
(SU) which will attach to the aperture end of the OBA. The second is the Interface Adaptor Unit
(IAU) which will mount to the spacecraft bus. The third is an inter-connect cable which connects
the first two units.



Initial Acceptance: Occurs upon successful completion of the Satellite Pre-Ship Review as defined
in paragraph 4.5.3.2.e



Final Acceptance: Occurs following satellite fueling operations and completion of the Satellite
Launch Readiness Review as defined in paragraph 4.5.3.2.f



Transfer of Title: Occurs as defined in the Satellite Purchase Agreement paragraph 8.



1.2 Program Overview




Under this Scope of Work, DigitalGlobe will procure one satellite to support the EnhancedView
program and future commercial operations. DigitalGlobe shall provide the Instrument as Customer
Furnished Equipment via a procurement contract with ITT. DigitalGlobe shall provide the “MGB”
subsystem. As on the WV2 program, BATC shall deliver a WorldView 2 like stimulation lamp that will
be incorporated into the ITT provided instrument. BATC shall also incorporate into the Bus, an
instrument focus mechanism electronics capability.



DigitalGlobe shall provide the Launch Services via a procurement contract with Boeing Launch
Services (TBD). It is assumed that Boeing Launch Services will in-turn subcontract with United
Launch Alliance to provide the Delta 2 launch vehicle and associated launch services. BATC can
assume a Delta 2 launch vehicle and a launch from Vandenberg Air Force Base. BATC shall assume
satellite processing at Vandenberg AFB will occur in either the Astrotech Payload Processing
facility or the Spaceport Systems International (BATC) Processing Facility.




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2.0 DOCUMENTS




2.1 Applicable Documents




This Statement-of-Work identifies applicable documents. These documents provide detailed
requirements regarding Satellite performance, interfaces, and/or standardized design, fabrication,
and testing processes/procedures. BATC and DigitalGlobe will perform the defined work according to
these standardized processes/procedures such that the delivered products meet the performance and
ICD requirements.



In the event of any conflict between these documents, the following order of precedence shall
prevail: a) Agreement Terms & Conditions; b) Statement of Work; c) Satellite Specification; d)
Other Applicable documents.



	 	 	 	 	 
	DigitalGlobe Produced or Provided Documents
	 	 	 	 
	WV3 Satellite Specification
	 	[**Redacted**]
	WV3 Spacecraft Simulator Specification
	 	[**Redacted**]
	WV3 Command & Telemetry Handbook Specification
	 	[**Redacted**]
	WV3 Maneuver Planner Specification
	 	[**Redacted**]
	MGB Data Protection Plan for BATC
	 	[**Redacted**]
	Stim Lamp and Stim Lamp Electronics Specification
	 	[**Redacted**]
	[**Redacted**] Focus Mechanism Electronics Specification
	 	[**Redacted**]
	Star Tracker Simulation Specification
	 	[**Redacted**]
	IRU Simulator Specification
	 	[**Redacted**]
	SSR to DPU Cable Design and Build Documentation
	 	[**Redacted**]
	 
	 	 	 	 
	BATC Produced Documents
	 	 	 	 
	BATC Product Assurance Plan
	 	[**Redacted**]
	BATC Supplier Product Assurance Plan
	 	[**Redacted**]
	BATC Document Control Procedure
	 	[**Redacted**]
	BATC Configuration and Data Management Plan
	 	[**Redacted**]
	 
	 	 	 	 
	Associated Contractor Produced Documents
	 	 	 	 
	Astrotech Vandenberg Facility Accommodations Manual
	 	[**Redacted**]
	Spaceport Systems International, Vandenberg Facility
	 	[**Redacted**]
	Accommodation Manual
	 	 	 	 







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2.2 Reference Documents




The following documents provide the baseline instrument definition. DigitalGlobe shall provide an
instrument that is compliant with these documents.



	 	 	 	 	 
	DigitalGlobe Produced or Provided Documents
	 	 	 	 
	Instrument Specification
	 	[**Redacted**]
	Instrument Finite Element Model
	 	[**Redacted**]







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3.0 CONTRACT DELIVERABLES




3.1 Deliverable Items





	 	a.	 	WV3 Satellite: Initial Acceptance: [**Redacted**]. Final Acceptance:
[**Redacted**] Delivery shall be adjusted for Excusable Delay or failure of customer to
meet CFE delivery dates to the extent that these delays affect the Delivery Date.







	 	b.	 	WV3 Satellite Simulator

Interim releases: [**Redacted**].

Feature complete: [**Redacted**]
Functional and performance signoff: [**Redacted**]

On orbit performance/tuning update: [**Redacted**]









	 	c.	 	[**Redacted**]

[**Redacted**]







	 	d.	 	[**Redacted**]







	 	e.	 	[**Redacted**]







	 	f.	 	[**Redacted**]







	 	g.	 	[**Redacted**]







	 	h.	 	[**Redacted**]







	 	i.	 	[**Redacted**]







	 	j.	 	[**Redacted**]







	 	k.	 	[**Redacted**]







	 	l.	 	[**Redacted**]







	 	m.	 	[**Redacted**]







	 	n.	 	[**Redacted**]






3.2 Deliverable Data




Reference Attachment 1: Contractor Data Items List (CDIL)



3.3 Deliverable Services





	 	a.	 	Storage and Delivery (Section 11.0)

	 
	 	b.	 	Launch Support (Section 12.0)







	 	c.	 	Mission, Commissioning, & Readiness Support (Section 13.0)







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4.0 PROGRAM MANAGEMENT




4.1 Program Philosophy




Emphasis throughout all phases and functions of the project shall be to produce a reliable
Satellite that meets the performance requirements on the contracted schedule. [**Redacted**]



4.2 BATC Organization (CDIL PM-1)




A dedicated Program Manager shall be appointed by BATC prior to the start of the contract. The
Program Manager shall lead all of the Contractor’s activities under the contract.



A diagram illustrating the Program Management Structure shall be provided to DigitalGlobe. (CDIL
PM-1) This diagram(s) shall indicate job titles and names of the program management team.



The Program Manager shall coordinate changes to contract conditions, price, timescale,
deliverables, services or performance levels, unless a specific alternate has been appointed to
deal with any of these matters. All changes to the contract documents shall require the written
agreement of BATC contracts representative.



BATC shall also appoint a different and dedicated individual to be a single point of contact for
each of the following:




	 	a.	 	Program technical management (Satellite System Engineer)

	 
	 	b.	 	Instrument System Engineer

	 
	 	c.	 	Project Engineer Quality Assurance (PEQA)

	 
	 	d.	 	Program Integration and Test management






BATC shall appoint a different individual to be a single point of contact for each of the
following:




	 	e.	 	Various Bus Subsystem Lead Engineers

	 
	 	f.	 	Launch Vehicle Integration Engineer

	 
	 	g.	 	Program Contract Management






These individuals are key personnel and, if performing well, should remain unchanged for the
duration of the program.



BATC shall appoint a Satellite Simulator Project Lead. This individual will be the technical lead
for the Satellite Simulator development effort and will be responsible for meeting its technical
and schedule guidelines established herein.



4.3 DigitalGlobe Management




DigitalGlobe will appoint a Program Manager who as an individual shall act as DigitalGlobe’s
primary point of contact on all program management matters. As required, according to the activity
and phase of the contract, the Program Manager will nominate specific individuals to interface
directly with BATC.




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The DigitalGlobe Program Manager shall coordinate changes to contract conditions, price, timescale,
deliverables, services or performance levels, unless a specific alternate has been appointed to
deal with any of these matters. All changes to the contract documents shall require the written
agreement of the DigitalGlobe contracts representative.



DigitalGlobe will also appoint a responsible individual(s) to be a single point of contact for each
of the following.



[**Redacted**]



BATC shall permit direct engineering interactions between these DG individuals and their BATC
counterparts.



4.4 Space Segment Master Program Schedule (MPS) (CDIL PM-2)




BATC shall develop maintain, and provide a Master Program Schedule (MPS) for the entire program
including hardware, software, analyses, data item deliverables, and subcontractor activities for
all phases of the program including design, integration, test, and shipment through final
acceptance.



4.4.1 General




The MPS shall consist of a computer supported dependency network, each element of which shall
represent a single program event. Each event shall be attributed a start and finish date. The
network must clearly show the interdependency in terms of both time and function amongst the
events.



The MPS shall be the major management tool for planning, monitoring and controlling the program, in
terms of:




	 	a.	 	Planning the program, monitoring progress, documenting actual activity
accomplishment and actual durations.







	 	b.	 	Predicting future progress.

	 
	 	c.	 	Identification of significant milestones e.g. review meeting.

	 
	 	d.	 	Identification of the time critical path.

	 
	 	e.	 	Reflecting actual progress and changes relative to baseline plan.






4.4.2 Required Software




The Contractor shall create and maintain the network using Microsoft Project (Version 2003).
Schedules of a detailed nature shall be provided electronically on a monthly basis. A hardcopy
shall also be provided on request.



4.4.3 MPS Construction




4.4.3.1 Content




The network shall be constructed against the following major classifications:




	 	a.	 	Deliverable hardware down to component level


	 
	 	b.	 	Software development activities







	 	c.	 	Facilities required to support the production of any of the deliverables






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	 	d.	 	Other events/items required to support the production of the deliverables or
services. e.g. test aids, test software prototypes, etc.







	 	e.	 	Customer Furnished Equipment required from DigitalGlobe






Individual items in each class shall be considered to consist of a number of generic events. These
events shall typically consist of such activities as:




	 	a.	 	Plan

	 
	 	b.	 	Design & develop

	 
	 	c.	 	Manufacture

	 
	 	d.	 	Assemble

	 
	 	e.	 	Integrate

	 
	 	f.	 	Test

	 
	 	g.	 	Deliver

	 
	 	h.	 	Reviews






However steps may be omitted or added given unit specific circumstances.



4.4.3.2 Unique Identifiers




The MPS shall include a unique identifying number for each task. This will more easily allow
DigitalGlobe to combine certain tasks into a DigitalGlobe Master Schedule. Unique identifiers will
not be deleted, reused, or re-assigned to other tasks.



4.4.4 Reports




The MPS shall be capable of generating a number of different types of reports upon demand. All
events and milestones shall be coded to permit a variety of sort options to be exercised without
program modification. Both GANTT and network form shall be supported.



4.5 Meetings & Reviews




BATC shall support the meetings and reviews listed in the following paragraphs.




4.5.1 Weekly Status Meeting




BATC Program Manager shall support a weekly meeting/telecon with the DigitalGlobe Program Manager
to review program status including schedule, technical, risk register, action item list, and
subcontracts.



4.5.2 Monthly Program Status Review




BATC Program Manager shall support a monthly Program Status Review with DigitalGlobe.





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4.5.3 Program Reviews



4.5.3.1 List of Formal Reviews



BATC will host and conduct formal reviews at the following program milestones. BATC shall prepare
charts, viewgraphs, analysis results, trade study results, etc. in the quantity and quality typical
of aerospace industries reviews.




	 	a.	 	Satellite Requirements Review (SRR) (CDIL D-34) ) Only changes between WV2 and
WV3 must be reviewed.







	 	b.	 	Delta — Preliminary Design Review (PDR) (CDIL D-30) Only changes between WV2 and
WV3 must be reviewed.







	 	c.	 	Delta-Critical Design Review (CDR) (CDIL D-31) Only changes between WV2 and WV3
must be reviewed.







	 	d.	 	Spacecraft Bus Complete/Instrument Integration Readiness Review (IRR) (CDIL –
PT-8)







	 	e.	 	Satellite Environmental Testing Readiness Review (CDIL – PT-9)







	 	f.	 	Satellite Pre-Ship Review (CDIL PT-10)







	 	g.	 	Launch Readiness Review (CDIL LM-14)






4.5.3.2 Content of Reviews





	 	A.	 	PDR and CDR: BATC shall conduct “delta” reviews. These reviews will document
the design changes between WV2 and WV3. These design reviews (PDR and CDR) shall
include information and documentation typical of aerospace industry reviews, such as:







	 	1.	 	Satellite mechanical configuration including stowed and
deployed views







	 	2.	 	Satellite mechanical configuration including [**Redacted**]







	 	3.	 	Satellite electrical/electronic design, including system block
diagram and redundancy scheme







	 	4.	 	Satellite software design

	 
	 	5.	 	Satellite Operating Modes

	 
	 	6.	 	Satellite Fault Detection and Safing

	 
	 	7.	 	Satellite Budgets and Margins







	 	A.	 	Performance relative to specifications

	 
	 	B.	 	Mass

	 
	 	C.	 	Power

	 
	 	D.	 	Thermal

	 
	 	E.	 	Consumables

	 
	 	F.	 	Attitude control: stability, pointing and
knowledge

	 
	 	G.	 	RF links

	 
	 	H.	 	Satellite resources: relays, telemetry stream,
CPU throughput, processor memory

	 
	 	I.	 	MTF







	 	J.	 	Reliability: Ps, critical items list,
cycle-limited items, FMECA







	 	B.	 	Spacecraft Bus Complete/Instrument Integration Readiness Review: BATC shall
host this review. The purpose is to ensure the readiness to begin Instrument
integration. This review will cover information including:







	 	1.	 	Instrument Integration procedure and hardware status







	 	2.	 	Status of all Certification Logs for all Ball built hardware
that will be integrated to the Bus. Ball shall provide rationale and recovery
plan for all certification logs that are open, even though the hardware is complete and ready for integration.






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	 	3.	 	TAR and HAR status from the Bus Integration and Test phase







	 	4.	 	Test Team Personnel status, certifications, and time-sharing
with other programs







	 	5.	 	Facility status







	 	6.	 	Satellite configuration review







	 	7.	 	Other issues that may impact the timely and successful
completion of Instrument integration.






	 	8.	 	The Spacecraft Bus shall be deemed complete and
ready for Instrument integration when: [**Redacted**]









	 	C.	 	Satellite Environmental Testing Readiness Review: BATC shall host this review.
The purpose is to ensure the readiness to begin satellite level environmental testing
which includes but is not limited to: TVAC, EMI/EMC, Vibration, Shock, and Acoustic.
This review will cover information including:






[**Redacted**]




	 	D.	 	Satellite Pre-Ship Review: BATC shall host this review. The purpose is to
ensure the readiness to ship the satellite to the launch site. This review shall be
held after completion of all significant testing and all post-test reviews. The
purpose shall be to review the results of the entire Integration & Test program, and
demonstrate compliance to the satellite specification., and provide for satellite
preliminary acceptance.

	 
	 	 	 	The Pre-ship Review shall be deemed satisfactory and the satellite preliminary acceptance
by DigitalGlobe complete when the:






[**Redacted**]




	 	F.	 	Satellite Launch Readiness Review: BATC shall conduct a Satellite Launch Readiness
Review (SLRR) on or about [**Redacted**]. (Note, the Launch Services Provider,
Boeing/ULA also has a review called the Launch Readiness Review. However, that review
encompasses the satellite, launch vehicle, weather, and range support.) This SOW
paragraph is only concerned with the readiness to launch the satellite. BATC shall
review the results of the launch site Integration & Test activities, review any updates
to the Verification Matrix, and provide for satellite final acceptance.

	 
	 	 	 	The SLRR shall be deemed satisfactory and the satellite final acceptance by DigitalGlobe
complete when the:






[**Redacted**]




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4.5.4 Component/Subsystem Design Review Listing (CDIL PM-3)




BATC shall prepare a summary listing of all planned component (box level) and subsystem design
reviews. This listing shall include BATC and vendor provided hardware, and BATC provided software
including the satellite simulator and maneuver planner software. This listing shall define the
meeting format and required attendance. BATC shall provide a minimum of 10 days advance notice to
DigitalGlobe for the following major reviews:




	 	a.	 	System/Subsystem & Component PDRs

	 
	 	b.	 	System/Subsystem & Component CDRs






DigitalGlobe attendance and participation, including support consultants, shall be allowed, but not
required at all reviews. The review activity will not be repeated if DigitalGlobe fails to attend.



4.5.5 Component/Subsystem Test Readiness / Data Review Listing (CDIL PM-4)




BATC shall prepare a summary listing of all planned component (box level) and subsystem
qualification and acceptance test reviews. This listing shall include BATC provided and vendor
provided hardware, and BATC provided software. This listing shall define the meeting format and
required attendance. BATC shall inform DigitalGlobe of upcoming reviews in a timely manner.



DigitalGlobe attendance and participation shall be allowed, but not required at all reviews. The
review activity will not be repeated if DigitalGlobe fails to attend.



4.5.6 DigitalGlobe Meetings




DigitalGlobe will arrange separate contracts for the:




	 	a.	 	Launch Vehicle Segment (LV)

	 
	 	b.	 	Instrument

	 
	 	c.	 	Launch and Mission insurance






A series of technical interchange and review meetings will be held with these contractors jointly
and separately, as required. BATC shall provide representation at these meetings as needed to
resolve interface issues.



In the case of the insurance (c), BATC will provide inputs to formal presentations and support
meetings to be held at the DigitalGlobe facility. DigitalGlobe will be responsible for responses
to action items using information made available or provided by BATC during the course of the
program.



4.6 Documentation Management




4.6.1 Access to Program Technical Data




DigitalGlobe will have access rights to all program technical data that BATC generates and
Subcontractor data to which BATC has legal and contractual rights. Program technical data may
include Engineering Reports, drawings, software source code, and other tools used in the
development of the spacecraft and analysis of requirements.





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4.6.2 Objective




BATC shall establish a control and monitoring process relating to all deliverable documentation and
other technical and test data for the complete program. The program shall account for the
following:




	 	a.	 	Preparation, review, and formal release as required

	 
	 	b.	 	Changes

	 
	 	c.	 	Storage, backup, and retrieval

	 
	 	d.	 	Distribution

Note: BATC shall include the DigitalGlobe Satellite Integration and Test
Point-of-Contact on the distribution list of all relevant WV3 Engineering Reports.
(“Relevant” in this clause refers to all ERs containing design information, analyses,
test data, etc that affect the performance and/or operations of the satellite. It does
not include ERs that contain BATC proprietary cost data.)







	 	e.	 	DigitalGlobe access to all BATC documentation prepared on the project


	 
	 	f.	 	Long term storage for the purpose of through-life product support






As a primary supporting management tool, BATC shall use a secure project server. All data items
except memory intensive drawings, test data, production logs, and QA data shall be maintained
electronically on the project server. The project shall use the Microsoft Office software suite
for word processing, spreadsheets, presentations, and documentation databases.



4.6.3 Documentation Listing (CDIL PM-5)




BATC shall develop and maintain a Documentation Listing that identifies all deliverable reports,
analyses, drawings, software items, etc., that are developed on the project. The Documentation
Listing shall include a naming convention that uniquely identifies the documents for electronic
access where applicable. The List shall also indicate spacecraft name, a short title/description
of the document, subsystem affected, the latest revision number and date, planned completion date,
and status information. The List shall indicate those WV1 and WV2 documents that are also
applicable to WV3. Document updates are required to reflect content changes. Document updates are
not required if the sole purpose is to reflect applicability to WV3.



4.6.4 Documentation Delivery




The Contractor shall deliver document in native formats, e.g. Microsoft Word, Excel, etc., as
opposed to PDF except as noted below. DigitalGlobe will identify the delivery location, such as a
Microsoft Office Sharepoint Server (MOSS) internet site, and provide Contractor with username and
password-controlled access. Documents shall be submitted or made available to DigitalGlobe
according to the dates indicated in the list provided in Attachment 1.



In the case of deliverables generated in Microsoft Office, such as Word, Excel, PowerPoint, etc;
BATC shall populate the document property fields with the following minimum information: Title,
Subject, Author, and key words.



In the case of deliverables that are not generated in MicroSoft Office, such as BATC drawings, .pdf
is acceptable and BATC shall populate the property fields of drawings after they are converted to .pdf format.




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4.7 Action Item Tracking (CDIL PM-6)




BATC shall maintain an Action Item List indicating all significant action items, including those of
BATC as well as those of other organizations that relate to interactions with BATC. The Action
Item List will be developed and maintained in a format that allows sorting by subsystem,
originating party, receiving party, originating date, and closing date. BATC shall be responsible
for ensuring closure of those items relating to BATC interactions and interfaces.



4.8 Financial Management




BATC shall define a standard set of formats for reporting program financial payment and billing
status and shall submit them on a monthly basis. This shall consist of the following:



4.8.1 Historical Record of Payments (CDIL PM-7)




This shall consist of a record of the individual payments made, updated on a monthly basis. This
record shall be cross-referenced to the payment schedule incorporated in the contract. Payments
made in support of contract amendments shall be separately reported and cross-referenced to the
payment schedule incorporated in the amendment.



4.8.2 Payments Forecast (CDIL PM-7)




This shall consist of a forecast of the future invoices and shall be cross-referenced to the
payment schedule incorporated in the contract. Payment milestone forecasts shall be consistent with
program progress reported on the Master Program Schedule. NOTE: Record of Payments and Payment
Forecast are delivered as a single CDIL item.



4.9 Contract Change Control




These are considered to be of three types only:




	 	a.	 	Contract Amendments







	 	b.	 	Waivers: A written authorization granted after contract award to accept an item,
that during production, or after having been submitted for inspection or acceptance, is
found to depart from contract or specified configuration requirements. Waivers are
intended only as one-time departures from an established configuration for specified
items or lots and are not intended to be repeatedly used in place of formal engineering
changes.







	 	c.	 	Deviations: A written authorization, granted after contract award and prior to
the manufacture of the item, to depart from a particular performance or design
requirement of a contract, specification, or referenced document, for a specific number
of units or a specified period of time. Deviations are intended only as one-time
departures from an established configuration for specified items or lots and are not
intended to be repeatedly used in place of formal engineering changes.







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BATC shall devise a system to control, monitor, and notify DigitalGlobe of these changes. The
control system shall include provision for:




	 	a.	 	A unique numbering scheme to track the changes through to completion.







	 	b.	 	Impact upon contract obligation: — price, performance and delivery schedule, with
specific identification of the item(s) of hardware, software or documentation affected.







	 	c.	 	Notification of timescale for acceptance or rejection for each change, typically
10 business days.








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5.0 DESIGN




5.1 General




BATC shall perform the necessary trade studies, preliminary design, and detailed design of the
Satellite, exclusive of the Customer Furnished Equipment as defined in Section 10, in accordance
with the applicable documents. BATC shall design and procure the Ground Support Equipment necessary
to support Satellite Integration and Test activities, except for items defined in Section 10.0.
Design activities shall be featured in the program master schedule.



5.2 Working Groups and Trade Studies




5.2.1 Working Groups




[**Redacted**]



5.2.2 Trade Studies



Reserved.



5.3 Satellite Design Data



The satellite shall be designed such that the environmental design criteria of the Instrument as
defined in the documents of paragraph 2.2 are not exceeded, and the structural, electrical, and
thermal characteristics, as defined in the documents of paragraph 2.2, of the Instrument are
accommodated.



DigitalGlobe shall provide information required to update the budgets for the Customer Furnished
Equipment, consistent with paragraph 2.2.



5.3.1 Satellite to Instrument Interface Control Document(s) (CDIL D-1)




BATC shall produce and maintain the Satellite to Instrument ICD(s). The ICD(s) will address all
interface issues including but not limited to: power, commanding, telemetry, mass and mass
properties, mechanical envelope and mounting, thermal, fields-of-view, vibration and jitter
isolation/management, and accommodation of bus components on the Instrument.



5.3.2 Satellite to Ground Terminal Narrowband Link ICD (CDIL D-2)




BATC shall produce and maintain the Satellite to Ground Station Narrowband Link ICD. This link
will address both the command uplink and telemetry downlink.



5.3.3 Satellite to Ground Terminal Wideband Link ICD (CDIL D-3)




BATC shall produce and maintain the Satellite to Ground Terminal Wideband Link ICD.





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5.3.4 Satellite Environmental Design and Test Specification (EDTS) (CDIL D-4)




BATC shall prepare and maintain the EDTS, or equivalent document defining the component
environmental design and test requirements. Electromagnetic Interference Design and Testing shall
be in accordance with the standards specified in Satellite Specification.



5.3.5 Contamination Control Plan(s) (CDIL D-5)




[**Redacted**]



5.3.6 Satellite Level Requirements Verification/Compliance Matrix (CDIL D-6)




BATC shall produce a satellite level RVCM. The RVCM will include requirements from the Satellite
Specification and the Instrument Specification if applicable. BATC shall update/maintain the
Satellite RVCM to reflect changes to these parent specifications. DigitalGlobe shall have review
and approval authority over changes to the RVCM. BATC shall include the following information in
the RVCM




	 	a.	 	Source of requirement (Parent specification document and paragraph number, i.e.
satellite spec, instrument spec, etc)







	 	b.	 	Specification paragraph

	 
	 	c.	 	Paragraph title

	 
	 	d.	 	Summary description of requirement

	 
	 	e.	 	Column indicating status of compliance

	 
	 	f.	 	Summary description of performance

	 
	 	g.	 	Responsible organization

	 
	 	h.	 	Verification Point [**Redacted**]

	 
	 	i.	 	Verification Method [**Redacted**]

	 
	 	j.	 	Verification Source Document indicating applicable paragraph, test sheet, etc.

	 
	 	k.	 	Comments, if required.

	 
	 	l.	 	Other information at BATC’s option






5.3.7 Box Level Requirements Verification/Compliance Matrix (CDIL D-7)




BATC shall flow down requirements from the Satellite Specification to box level requirements. BATC
shall develop performance requirements for each box level component on the Satellite excluding CFE.
For this paragraph, “box level component” also includes all components that are not really “box”
like. These include but may not be limited to:



[**Redacted**]



BATC shall use the Box Level RVCM as an input into the box level performance test procedures. BATC
shall demonstrate compliance to the box level RVCM.



5.3.8 Drawings (CDIL D-8)




A complete file of BATC drawings prepared for the WV3 program, will be maintained on file in
electronic and hardcopy form, where appropriate. Electronic transfer to DigitalGlobe will
constitute delivery.




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5.3.9 Performance Compliance and Risk Management




5.3.9.1 Performance Compliance (CDIL D-9)




The contractor shall supply at PDR a Performance Compliance Matrix identifying the performance
estimate, allocated uncertainty (and/or contingency as appropriate) and resulting Total Performance
(where Total Performance = performance estimate + uncertainty) for the following list. The
Performance Compliance Matrix shall be updated and provided with each Quarterly Review following
the PDR.



[**Redacted**]



DigitalGlobe shall provide performance information required to update the budgets for any of the
Customer Furnished Equipment, in accordance with the documents in Paragraph 2.2.



5.3.9.2 Risk Management Report (CDIL D-10)




BATC and DigitalGlobe shall jointly develop and maintain a Risk Status Report. This report
highlights known program risks, assigns risk levels, and documents mitigation strategies and
status. BATC shall supply at PDR an initial Risk Status Report covering the system elements to be
provided by this SOW. BATC shall updated the Risk Status Report monthly following the PDR.



5.3.10 Subsystem Description Documents (CDIL D-11)




BATC shall prepare Subsystem Description Documents for each satellite subsystem.



The Subsystem Description Documents will include as a minimum, unless provided in other deliverable
documents, and referenced in the SDD:




	a.	 	Subsystem Overview including a detailed block diagram

	 
	b.	 	Functionality and major performance characteristics of each Subsystem Component







	c.	 	Redundancy






[**Redacted**]




	d.	 	[**Redacted**]

	 
	e.	 	[**Redacted**]

	 
	f.	 	[**Redacted**]







	g.	 	Subsystem schematic including power, power returns, commands, and telemetry. This schematic
shall be updated to reflect Engineering Change Orders.







	h.	 	Expected nominal operating methods and telemetry limits






[**Redacted**]




	i.	 	Operational constraints






[**Redacted**]




	j.	 	Fault Protection






[**Redacted**]




List the information available to the operator to reconstruct or identify the fault.




	k.	 	Interfaces between subsystem components







	l.	 	Major interfaces with other subsystems







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The Subsystem Description Documents shall be delivered at CDR + 4 months. If changes require an
update to the document, those updates shall be provided at approximately Launch – 4 months and
again at Launch + 4 months. The subsystem schematic (item e.) shall be updated as required
throughout the program to reflect Engineering Change Orders.



5.3.11 Analysis and reports




BATC shall perform the following analyses. Updates shall be provided when changes significantly
invalidate previous results.




	 	a.	 	(1) Integrated Spacecraft Bus/Instrument thermal analyses, including summary of
temperature predictions for unit level components under various operational modes. and
(2) unit-level thermal analysis [**Redacted**]. (CDIL D-12)







	 	b.	 	Integrated Spacecraft Bus/Instrument structural analysis including
[**Redacted**]. (CDIL D-13)







	 	c.	 	Control system analysis including [**Redacted**]. (CDIL D-14)







	 	d.	 	System Level Failure Modes and Effects and Criticality Analysis (FMECA).
[**Redacted**] (CDIL D-15)







	 	e.	 	Satellite Reliability Analysis BATC shall calculate satellite reliability
using it’s standard process. [**Redacted**] (CDIL D-16)







	 	f.	 	Satellite Life Prediction Data. DigitalGlobe needs to continually assess
expected satellite life based upon actual on-orbit operational parameters. BATC shall
provide all backup data used by BATC for sizing and life predictions. BATC does not
need to produce a life expectancy analysis. DigitalGlobe will use the provided data
and make our own Life Prediction. BATC can provide the life prediction data in one
summary package, or in other CDILs.







	 	g.	 	Flight Battery Life Prediction Analysis. BATC shall produce a life expectancy
analysis for the satellite battery. The battery life prediction shall account for
ground handling and will include a family of curves based upon pertinent on-orbit
variables including but not necessarily limited to temperature and depth-of-discharge.
(CDIL D-35)







	 	h.	 	Satellite Imaging Performance (CDIL D-17)

	 
	 	 	 	BATC shall perform a comprehensive analysis regarding imaging performance. This is a
comprehensive look at the numerous subsystem and trans-subsystem performance measures that
affect imaging. The list includes but is not limited to:






[**Redacted**]



5.3.12 Other Interface Control Documents



BATC shall provide inputs, review, and verify BATC side of the following ICDs.




	 	a.	 	Satellite to Launch Vehicle ICD








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In the event that the ICDs require revision, the changes will be discussed between the affected
parties to determine the most cost and schedule efficient manner to implement the change. If
applicable, any impact will be covered under changes provision of the Contract.



5.3.13 Critical Items list (CDIL D-18)




BATC shall maintain a Critical Items List summarizing all known single point failures on the
Satellite and any special efforts required to mitigate risk associated with them. It shall also
contain any items requiring special handling due to a high potential of damage, mission
criticality, or safety concerns.



5.3.14 Component Heritage Summary (CDIL D-19)




The Component Heritage Summary will consist of a listing of all Satellite units by subsystem
summarizing:




	 	a.	 	Unit name

	 
	 	b.	 	Development / qualification history (e.g. engineering model, qual, protoflight)

	 
	 	c.	 	Previous flight heritage

	 
	 	d.	 	Modifications to previous uses

	 
	 	e.	 	Any significant known anomalies on flight units






5.3.15 Engineering Reports (CDIL D-20)




A complete file of all relevant Engineering Reports prepared on the WV3 program funding shall be
maintained on file in electronic and hardcopy form where appropriate. Electronic transfer to
DigitalGlobe will constitute delivery and shall occur within 5 business days of the ER release
date. ERs delivered as a separate CDIL do not need to be delivered twice – once per this paragraph
and again per the relevant CDIL paragraph. Those ERs need only be delivered once per the relevant
CDIL paragraph.



(“Relevant” in this clause refers to all ERs containing design information, analyses, test data,
etc that affect the performance and/or operations of the satellite. It does not include ERs that
contain BATC proprietary cost data.)



5.3.16 Flight Software Source Code (CDIL D-21)




Per the terms of the software license agreement set forth in the Agreement, BATC shall grant to
DigitalGlobe a limited license to use the flight software code. A copy of the flight software code,
as identified below, shall be provided to DigitalGlobe on suitable media. Other elements of the
software, as identified below, shall be placed in escrow per the Agreement.



[**Redacted**]




For units that are subcontracted by BATC, software and firmware shall be delivered if delivered to
BATC and BATC has the right to deliver it to DigitalGlobe.



5.3.17 Composite Grounding Design (CDIL D-22)




[**Redacted**]





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5.3.18 Structural, Power, Thermal, and Reliability Analytical Models (CDIL D-23)




BATC shall provide the analytical models used to predict the integrated spacecraft and instrument
Structural [**Redacted**], Power, and Thermal performance.



Satellite thermal performance modeling shall use the instrument thermal model provided by ITT.
BATC shall use the integrated Satellite model to:




	 	a.	 	Verify thermal interface requirements documented in the Spacecraft Bus to
Instrument ICD are being met. Although BATC shall not be held contractually responsible
for non-compliances on the ITT side of the interfaces, any such non-compliances revealed
by Satellite thermal modeling shall be reported to DigitalGlobe.







	 	b.	 	Verify the Bus meets all of its requirements when modeled as a complete
Satellite, for example unit temperatures and line of sight stability. BATC shall
deliver line of sight motion vs. time profiles to DigitalGlobe (for incorporation into
system geolocation budgets).







	 	c.	 	Develop predicted temperature vs. time profiles of key instrument nodes as
coordinated with ITT through the established ICD process. BATC shall deliver these
temperature profiles to DigitalGlobe and forward a copy to ITT (so that ITT can verify
the instrument meets its requirements).






BATC shall also provide the spacecraft bus reliability model down to the component and/or card
level. Electronic transfer to DigitalGlobe will constitute delivery.



5.3.19 Coordinate Transformation Document (CDIL D-24)




BATC shall provide the documentation of all coordinate reference frames used in the satellite
system including their reference points within the spacecraft. Nominal values for all
transformations shall be provided. Reference frames requiring on-orbit calibration shall be noted.
The document shall be updated with best-estimates from pre-launch calibrations and measurements.



5.3.20 Flight Software Users Manual (CDIL D-25)




BATC shall provide documentation of the flight software to include flowchart of routines/modules,
structure and calling sequences, commands, telemetry, database constants and uploadable parameters,
address tables, and log file definitions and locations.



5.3.21 Component Acceptance Data Package (CDIL D-26)




BATC shall provide or make available data acceptance packages for all major components.



5.3.22 [**Redacted**]



[**Redacted**]



5.3.23 Instrument/Sensor Boresight Stability Data (CDIL D-28)



[**Redacted**]





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5.3.24 Position and Attitude Accuracy (CDIL D-29)




BATC shall provide detailed analysis and test data showing compliance with position and attitude
accuracy requirements.



5.3.25 Satellite to MGB Interface Control Document(s) (CDIL D-32)




BATC shall produce and maintain the Satellite to MGB ICD(s). The ICD will address all interface
issues including but not limited to: power, commanding, telemetry, mass and mass properties,
mechanical envelope and mounting, thermal, fields-of-view, vibration and jitter
isolation/management.



5.3.26 DigitalGlobe to BATC Electrical GSE Interface Control Document (CDIL D-33)




BATC shall produce and maintain an ICD for the STOC-to-NarrowBand Rack interface. This includes
but is not limited to: grounding, commanding, telemetry, data formats, etc.





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6.0 PRODUCT ASSURANCE




6.1 Product Assurance Plan




The Contractor and its subcontractors shall have an established quality control system that meets
the requirements of BATC’s Product Assurance Plan and BATC’s Supplier Product Assurance Plan



6.2 BATC Parts Control Board (PCB)




The Parts Control Board (PCB) shall be constructed as follows: A PCB will be established. The
responsibility of this PCB is to ensure each EEE part was evaluated for performance relative to the
requirements. With the exception of System Safety, the PCB will also be used as the forum to
discuss other Systems Assurance/Product Assurance issues i.e., Materials and Processes,
Reliability, etc. The PCB is responsible for the review and disposition of any noncompliance with
BATC’s Product Assurance Plan.



The PCB consists of:




	 	a.	 	BATC Product Assurance Manager (Chairman)







	 	b.	 	BATC WV3 Product Assurance Specialist or designated alternate







	 	c.	 	Designated technical specialist from the hardware/software product team as
needed







	 	d.	 	Other necessary disciplines as needed







	 	e.	 	DigitalGlobe Designated Representative(s). (The DigitalGlobe member is a
non-voting adjunct member).






6.2.1 Subcontractor Parts Control Board (PCB)




Subcontractor PCBs shall be established as necessary to implement BATC’s supplied Product Assurance
Plan. It is BATC’s responsibility to verify compliance.



6.2.2 PCB Meetings




PCB meeting shall be convened as needed. BATC shall notify DigitalGlobe of upcoming meetings at
least 2 working days in advance. DigitalGlobe attendance is optional BATC shall maintain meeting
minutes to document all decisions and will provide a copy of the minutes to DigitalGlobe within 5
working days.



The minutes may be informal and in most cases shall be delivered to DigitalGlobe electronically via
e-mail.



Minimal PCB approval/disposition signatures include BATC PAM and BATC WorldView Product Assurance
Specialist or his designated alternate. Once the PCB approves a part, the Parts Engineer will
indicate approval on the Advanced or Program Parts List (A/PPL).





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6.3 Parts and Materials




6.3.1 Electrical, Electronic, and Electro-mechanical Parts (EEE)Parts Listing (CDIL QA-1)




BATC shall prepare, maintain, and deliver a EEE Parts Listing for all satellite hardware except for
Customer Furnished Equipment. This listing shall identify all EEE parts intended to be used by
BATC and it’s vendors. For each part, the following minimum information shall be identified:
manufacturer, description, lot date code. Parts shall be qualified as compared to BATC product
assurance criteria and the Satellite Specification and the Satellite Specification Addendum.
BATC’s internal process and format for EEE Parts Listing may be utilized.



The Parts List shall be maintained and reviewed by BATC as necessary, but minimally it shall be
updated and provided to DigitalGlobe at the following:




	 	a.	 	Prior to manufacturing for each box/component At this phase, it is
acknowledged by DigitalGlobe and BATC that the list may be incomplete due to part
shortages.







	 	b.	 	Prior to box/component level Test Readiness Review







	 	c.	 	Prior to the integration of any box/component onto the Bus.






6.3.2 Material and Processes Reports (CDIL QA-2)




BATC shall prepare and deliver reports documenting their approval of all materials and processes
planned for use on the Bus.



6.4 As-Built Configuration and Conformance




6.4.1 As-Built Configured Article List (CDIL QA-3)




The as-built configured article status shall be maintained throughout the production program in the
certification logs and production orders. At the conclusion of integration, the information shall
be used to generate the preliminary As-built Configured Article List. After test and modification
(if any) the List shall be finalized and presented.



6.4.2 Certificate of Conformance (CDIL QA-4)




A Certificate of Conformance shall be generated and signed off by Product Assurance and Program
Management. It details the conformance (and exceptions) to the SOWs, specifications and other
contractual documents for the delivered article. This Certificate of Conformance shall be
delivered to DigitalGlobe at the Launch Readiness Review.





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6.5 Product Assurance Reviews (CDIL QA-5)




The plan shall include a program for the periodic audit of portions of the Contractor’s Product
Assurance System in each of the below activity areas to confirm conformance to the requirements.
These audits will be conducted by the Program Product Assurance engineer. BATC shall inform
DigitalGlobe of the audit results.




	 	a.	 	Reliability







	 	b.	 	Parts Procurement







	 	c.	 	Materials and Processes







	 	d.	 	Non-Conforming Material Control







	 	e.	 	Configuration Management







	 	f.	 	Safety






6.6 Documentation




Documents shall be submitted or made available to DigitalGlobe as indicated in the list provided in
Attachment 1.



6.7 Known Non-Compliant Hardware




[**Redacted**]




6.8 Military Standard 461




[**Redacted**]





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7.0 PROCUREMENT




7.1 General




BATC shall be responsible for the work associated with the procurement of all material and
subcontracts required to provide the deliverable items, except for the CFE items identified in
Section 10.0. BATC shall procure according to the CSO Supplier Product Assurance Plan.
Procurement activities shall be featured in the program master schedule.



7.2 Make/Buy Plans (CDIL PT-1)




BATC shall identify Make/Buy plans for all Satellite components.



7.3 Encryption/Decryption Devices



[**Redacted**]



7.4 Reviews



A series of reviews shall be established with each subcontractor. A schedule of these reviews
shall be included in the Review Listings required by paragraph 4.5.3. The reviews will generally
be held at the vendor and DigitalGlobe personnel may attend, at their option.



7.5 Program Subcontract Status Report (PSSR) (CDIL PT-2)




BATC shall prepare a Program Subcontract Status Report (PSSR) for the program. The PSSR will
contain critical status information on each major subcontract (larger than $1M) relative to:




	 	•	 	Design & development







	 	•	 	Procurement and Production







	 	•	 	Assembly







	 	•	 	Integration







	 	•	 	Test, including any anomalies







	 	•	 	Delivery schedule







	 	•	 	Reviews








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7.6 Documentation




Documents shall be submitted or made available to DigitalGlobe as indicated in the list provided in
Attachment 1.



7.7 Subcontract Flow-downs




7.7.1 Assignment Clause




[**Redacted**]



7.7.2 Access




[**Redacted**]






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8.0 PRODUCTION ACTIVITIES




8.1 General




BATC shall appoint a Production engineer responsible for ensuring that BATC’s production
capabilities match the requirements of the program. With the support of the Program QA engineer,
he shall ensure that the production facilities comply with the Product Assurance requirements.



BATC shall be responsible for the work associated with the production of the deliverable items,
except for the CFE items identified in Section 10.0. BATC shall be responsible for the production
activities associated with integrating the CFE items as defined in Section 10.



Production activities shall be featured in the program master schedule.



8.2 Production Process




BATC shall produce the deliverable hardware according to applicable BATC standardized procedures.
As a minimum, standardized BATC procedures shall be followed for the following topics:



[**Redacted**]



8.3 Access



The production manager shall arrange access for the DigitalGlobe staff to BATC manufacturing areas
where manufacturing activities associated with the program are taking place.



8.4 Production Documentation




Production orders and Certification Logs shall document the as-built configuration. These logs
shall be available on-site for DigitalGlobe review.





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9.0 INTEGRATION AND TEST ACTIVITIES




9.1 General




For the WV program the Integration and Test activities fall into four logical categories.




	 	a.	 	Box level / Subsystem level testing

	 
	 	b.	 	Bus level integration and testing including integration of the instrument

	 
	 	c.	 	Satellite level testing

	 
	 	d.	 	Mission and Launch Rehearsals






The Integration and Test Manager shall be responsible to ensure that BATC’s integration and test
capabilities match the requirements of the program



BATC shall accomplish the work associated with a-d above for all BATC supplied hardware/software.
BATC shall accomplish the work associated with b-d above for all CFE.



9.2 Box/Subsystem Level Testing




9.2.1 General




BATC shall perform all box level testing per environmental design and test specification and the
box level Requirements Verification and Compliance Matrix.



9.2.2 [**Redacted**]



[**Redacted**]



9.3 WV Bus and Satellite Integration and Test Plans (CDIL PT-3)



BATC shall develop a WV Bus and Satellite Integration and Test Plan (Satellite I&T Plan) for the
WV3 satellite. The test plans will include all I&T activities starting from the installation of the
first component on to the bus structure through launch.



The WV I&T Plan(s) shall:



[**Redacted 4 Pages **]



9.4 Post-Shipment Instrument Testing



ITT will perform post-shipment functional testing to verify the Instrument survived shipment
without damage. ITT will provide the necessary test equipment for the Instrument.



BATC shall provide:




	 	 	 	[**Redacted**]






For schedule purposes the Instrument is not considered delivered to BATC upon arrival at BATC
facility. Rather the instrument is considered delivered on the date that the Instrument has
completed all necessary post-shipment testing and is ready and available for BATC to integrate to
the telescope/bus.




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9.5 Supporting Documents




BATC shall provide as a minimum the following support documents:




	 	a.	 	All necessary box level test procedures, integration procedures, and system level
test procedures. Each procedure shall include a detailed test description explaining the
“what, how, and why” of each test.

	 
	 	b.	 	A System Level Test Matrix. The test matrix will identify which System Level
Test procedures or portions of those procedures will be accomplished at each test phase.
The System Level Test phases include, but are not limited to:






[**Redacted**]



9.6 System Test Reports (CDIL PT-5)



[**Redacted**]



9.6.1 Content



The report shall include a summary of satellite configuration, test objectives, test results,
significant hardware/software anomalies if any, resolution of significant anomalies, and a copy of
all telemetry plots or other post-test data. The cognizant test engineer and the appropriate
subsystem engineer(s) shall sign the report.



9.6.2 Timeliness




BATC shall publish the test reports No Later Than 15 working days after test completion.



9.7 Uninterruptible Power Supply (UPS)



[**Redacted**]



9.8 DigitalGlobe Integration and Test Engineering Access



9.8.1 On-Site and Visiting Engineers



BATC shall provide dedicated cubicle space, furniture, high-speed internet access, and phone lines
for three resident DigitalGlobe I&T engineers. These DG on-site engineers will serve as the I&T
focal point between DG and BATC. It is anticipated these engineers will be on-site at BATC on a
full-time basis. BATC shall provide dedicated cubicle space, furniture, high-speed internet
access, and phone lines for one visiting DigitalGlobe engineer.



9.8.2 Access to Live Satellite Telemetry




Once power-on bus integration begins, BATC shall provide DG with access to the live satellite
telemetry from the cleanroom. DG will provide the necessary hardware to connect the Mission
Control Center (MCC) to BATC GSE. DG will man and operate the DG hardware as necessary to flow the
telemetry to the MCC. DigitalGlobe access to telemetry will occur on a non-interference basis to
BATC test team.



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9.8.3 Test Observation By Other DG Engineers




BATC shall allow other DG satellite and ground system engineers access to the cleanroom to witness
satellite testing. BATC is not obligated to coordinate, inform, or schedule testing according to
DG engineer availability.



9.8.4 Access to Command and Telemetry Log Files (CDIL PT-6)




BATC shall deliver an archive of all command and telemetry files from satellite integration and
test in an electronic format. BATC shall deliver an update weekly. Electronic transfer to the DG
server shall constitute delivery. BATC shall maintain information about which command and
telemetry database was used in delivered files as well as which test procedures were run in each
file.



9.9 Test Reviews



The status of the Satellite shall be reviewed during the test phases of the program. See paragraph
4.5.3.2 for the list of reviews and required content.



9.10 Optional Testing




The following is a list of optional tests to be performed or supported by BATC. These are tests
DigitalGlobe may choose to have BATC perform if the schedule permits. BATC should not show these
tests in the baseline schedule. In each case after a test option is exercised by DigitalGlobe,
BATC has 30 calendar days to prepare for the test. BATC shall provide a separate option price prior
to the start of I&T for each of these tests.



[**Redacted**]



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10.0 CUSTOMER FURNISHED EQUIPMENT AND SERVICES




10.1 General




DigitalGlobe has contracts with vendors other than BATC who are responsible for providing portions
of the overall system. DigitalGlobe has the responsibility for monitoring, administering, and
verifying performance of those subcontracts. This section defines the items and support
requirements that DigitalGlobe is responsible for securing and providing to BATC via these other
subcontractors. This section also defines the equipment that DigitalGlobe is responsible for
providing directly.



The delivery of all items shall be per Attachment 2: Customer Furnished Equipment list.
DigitalGlobe will also arrange for the return of loaned equipment, if required, at no cost to BATC.
CFE items shall be featured in the program master schedule. Unless otherwise explicitly provided
to the contrary in Attachment 2, title to all equipment identified in this Section 10.0 shall
remain in DigitalGlobe.



10.2 Flight Equipment




[**Redacted**]



10.2.1 [**Redacted**]



[**Redacted**]



10.2.2 [**Redacted**]



[**Redacted**]



10.2.3 [**Redacted**]



[**Redacted**]



10.2.4 [**Redacted**]



[**Redacted**]



10.2.5 [**Redacted**]



[**Redacted**]



10.2.6 [**Redacted**]



[**Redacted**]




10.3 Simulators (CSIM-1)




[**Redacted**]



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10.4 Launch Vehicle Interfaces




10.4.1 Launch Vehicle Interface




DigitalGlobe shall provide a launch vehicle interface adapter to BATC (CLSE-1). BATC shall use
this for a fit check and for a separation test as described in paragraph 9.3.e. DigitalGlobe shall
provide a match drill template to BATC (CLSE-2).



10.4.2 Launch Vehicle Separation Connectors (CLSE-3)




	 
	DigitalGlobe shall provide the flight satellite/launch vehicle separation connectors.




10.5 Ground Support Equipment




10.5.1 Wideband Link RGT Equipment







DigitalGlobe will provide a set of RGT ground equipment for capturing Instrument data in the
cleanroom. Nominally, this will include the following equipment and documentation:



[**Redacted**]



10.5.2 Narrowband Link RGT Equipment (CGSE-5)




DigitalGlobe will provide a set of RGT ground equipment for processing the S-band uplink and
X-band narrowband downlink in the cleanroom. The capability to bypass the RF sections and
operate at a baseband Satellite interface shall be provided by BATC. This may include
elements of the Mission Control Center [**Redacted**] as dictated by the architecture of the
ground system. DigitalGlobe shall deliver to BATC operating documentation and interface
details one month prior to delivery.




This equipment shall include: [**Redacted**]



10.5.3 Special Test Equipment



DigitalGlobe shall provide special WB Link / WB receiver test equipment for WB link development and
testing. This will include:



[**Redacted**]



10.5.4 Mission Control Center (CGSE-11)



DigitalGlobe will provide portions of the Mission Control Center (MCC) and software as required to
support the Satellite Integration and Test Plan, via data links between the MCC in Longmont, CO and
BATC. BATC shall be responsible for work on the Satellite required to resolve problems associated
with the Satellite performance and function. All work associated with resolution of DigitalGlobe
provided ground equipment and interfaces shall be at DigitalGlobe expense.



10.5.5 [**Redacted**]




[**Redacted**]



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10.5.6 [**Redacted**]



[**Redacted**]



10.5.7 [**Redacted**]



[**Redacted**]



10.5.8 MGB Test Equipment (CGSE-15)



DigitalGlobe shall provide a signal generator, up-converter, feedhorn, and control computer.



10.6 Launch Vehicle Data (0 and 0)



DigitalGlobe shall provide a preliminary and final Coupled Loads Analysis (CLA) to BATC from the
Launch Services contractor.



10.7 Instrument Data




DigitalGlobe shall provide the WV3 instrument data and models, as specified in Paragraph 2.2, to
support satellite level analysis and modeling for the areas listed below. BATC shall be responsible
for additional data to support the provisions of this document and the spacecraft specification.



10.7.1 Instrument Structural Analysis Data (CID-1)




DigitalGlobe shall provide the WV3 instrument structural data and model.



10.7.2 Instrument Thermal Analysis Data (CID-2)



DigitalGlobe shall provide WV3 instrument thermal data and model.



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11.0 STORAGE AND DELIVERY




11.1 General




BATC shall be responsible for storage, if required, and delivery of the WV3 Satellite in accordance
with the following paragraphs.



11.2 Satellite Pre-Shipment Storage




In the event that the Satellite is completed prior to the contractually scheduled delivery date,
BATC shall provide, at their cost, suitable environmentally controlled storage including
temperature and humidity monitoring and recording.



If shipment is delayed due to BATC beyond the contractually scheduled delivery date and the
Satellite is complete, and such delay by BATC has caused a loss of available launch opportunity,
the Satellite shall be placed in storage at BATC’s expense.



If shipment is delayed due to DigitalGlobe beyond the contractually scheduled delivery date and the
Satellite is complete, the Satellite shall be placed in storage at DigitalGlobe’s expense.



11.3 Pre-Shipment Re-Test




Subject to the length of the storage period, appropriate maintenance and power up of those units
sensitive to inactivity shall be undertaken. Any items exhibiting signs of deterioration shall be
subject to appropriate follow up action according to the circumstances. All instances shall be
reported to DigitalGlobe.



A thorough re-test is required should the storage exceed [**Redacted**]. Details shall be provided
in the test requirements document. Appropriate follow up action shall be taken, according to the
circumstances, should any problems be detected.



The re-test costs shall be at BATC expense if delay and retest were caused by BATC. The re-test
costs shall be at DigitalGlobe’s expense if delay and retest were caused by DigitalGlobe.



11.4 Satellite Shipping and Delivery




[**Redacted**]




BATC shall provide shipping from BATC plant to the launch site. BATC shall pack the Satellite and
ground support equipment in suitable containers for shipment to the launch site. BATC shall unpack
the Satellite and ground support equipment at the payload processing facility at the launch site.



BATC shall provide insurance and security for the satellite and ground support equipment during
shipment to the launch site.



BATC shall pack the ground support equipment for return to BATC plant and provide shipping.



BATC shall provide insurance for the ground support equipment during shipment back to BATC plant.



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The transportation environment shall be enveloped by the requirements in the Launch Vehicle and
Instrument ICD and performance specification. BATC shall be responsible for ensuring the Satellite
compatibility with the requirements. BATC shall be responsible for verifying all environmental
requirements are met including temperature, humidity, and shock monitoring.



11.5 Satellite Launch Site Storage




BATC shall provide volumetric storage and access requirements to DigitalGlobe for shipping
containers required at the launch site. The baseline program assumes no Satellite storage
requirements at the launch site. However, if the launch should be delayed once the Satellite has
been shipped, BATC shall provide, at DigitalGlobe expense, the support necessary to maintain,
store, and retest the Satellite.



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12.0 LAUNCH SUPPORT SERVICES




BATC shall provide launch support services as defined in the following paragraphs.



12.1 General



[**Redacted**] DigitalGlobe will be responsible for overall coordination of launch activities.
BATC shall support this activity as defined in this section of the SOW.



The Satellite shall be compatible with U.S. launch safety requirements. BATC shall generate a WV3
Missile System Pre-launch Safety Package (MSPSP) (CDIL LM-1) to document hazardous items or
operations and planned safety procedures for the Satellite.



BATC shall support the safety review processes of the Launch Services Contractor and the Launch
site.



12.2 Requirement Definition




BATC shall support the generation and maintenance of the Launch Vehicle ICD as defined in paragraph
5.3.12. BATC shall supply the following information and any other information normally required by
the Delta II Payload Planners Guide to DigitalGlobe and the Launch Services contractor:




	 	a.	 	Launch vehicle interface details and requirements.

	 
	 	b.	 	Requirements for launch site support and services including space, power,
environment, contamination control, lifting/moving, telecommunications, etc.

	 
	 	c.	 	Statement of compliance with launch site safety requirements.

	 
	 	d.	 	Environmental requirements pre and post installation on launch vehicle.

	 
	 	e.	 	Verification of applicable portions of the Satellite to Launch Vehicle ICD.

	 
	 	f.	 	Launch Site Procedures.






BATC shall, by means of drawings, analysis, or test, be responsible for specifically confirming
Satellite compatibility with the launch vehicle requirements defined in the ICD. BATC shall prepare
a RVCM, as defined in paragraph 5.3.6, for those portions of the ICD for which it has
responsibility.



12.3 Technical Interchange Meetings




BATC shall support up to eight Technical Interchange Meetings (TIM) with the launch organization.
[**Redacted**] In addition, BATC will support informal meetings and teleconferences at
DigitalGlobe’s Colorado facilities and BATC facility as required to resolve interface and
infrastructure issues.



12.4 FEM and CLA-to-Design Load Comparisons (CDIL LM-2)




BATC shall provide preliminary Finite Element Models (FEM) and final FEMs for the WV3 Satellite for
the purposes of performing coupled loads analyses. DigitalGlobe is responsible for obtaining valid
CLA results from the launch service contractor and delivering those to BATC.
BATC shall then compare the results of the coupled loads analyses to the design loads used in
spacecraft bus and Instrument structural analysis to confirm that the resulting loads are within
the design requirements as specified in the respective ICDs. The deliverables are as follows:



[**Redacted**]



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12.5 Export Regulations



All contractors on this program are anticipated to be U.S. companies including the launch service
contractor. Therefore we anticipate no exports of hardware, software, or technology to foreign
companies. However, if that situation changes, DigitalGlobe shall be the single point of contact
for all export issues. Therefore:



BATC shall provide information directly to DigitalGlobe and DigitalGlobe will be responsible for
obtaining and documenting all export approvals for all documentation transmitted to the launch
vehicle agencies.



DigitalGlobe will be responsible for all work associated with compliance to export regulations
including licensing, security, customs, document approval, transportation, etc. for documents/data
channeled through DigitalGlobe.



It is understood that the Department of State International Traffic in Arms regulations (CFR 22
Part 120 through 130) strictly apply to any data or hardware covered under this SOW.



12.6 Adapter Fit-Check




BATC shall perform a launch vehicle interface check on the satellite as defined in the Test Plan.
DigitalGlobe will arrange for the launch services contractor to provide the adapter, interface
portions of the separation system, and GSE. If required, DigitalGlobe will also arrange for
support from the launch services contractor at no cost to BATC.



12.7 Launch Site Infrastructure




DigitalGlobe shall arrange for and provide all launch site infrastructure necessary for satellite
testing and pre-launch processing. This includes lease of a satellite processing facility.



12.8 Launch Site Operations




BATC shall support the launch operations campaign including provision of the test equipment and
labor required to perform the launch site unpacking, Satellite checkout as defined by the WV I&T
Plan, fueling, final mating to launch vehicle, launch, and repacking for return to BATC plant.
Delays associated with BATC performance shall be at BATC expense. Any other delays shall be at
DigitalGlobe expense. BATC will be responsible to support meetings for the purpose of coordinating
launch site operations including joint operations with the launch services contractor. All efforts
associated with reprocessing due to a cancelled or aborted launch shall be at DigitalGlobe expense.



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12.9 Fueling




BATC shall prepare a fueling plan and the procedures required for fueling the Satellite using an
appropriate fueling cart. BATC shall prepare the fueling equipment for hydrazine loading
operations and package for shipment to the launch site. BATC shall be responsible for a single
fuel loading operation unless multiple fuelings are required due to reasons under BATC’s control.



BATC shall provide all required consumables, propellant, safety training, and safety equipment
including SCAPE gear required to effectively and safely perform satellite fueling operations.
DigitalGlobe shall arrange for disposal of all hazardous wastes and any excess materials through
its Launch Services provider.



BATC shall provide support to the launch vehicle/range contractor as required to respond to range
specific requirements as they pertain to the handling of the hydrazine operations.



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13.0 MISSION PREPARATION AND ON-ORBIT COMMISSIONING




BATC shall assist with Mission preparation and On-orbit Commissioning by performing the following
tasks and engineering services.



13.1 Training (CDIL LM-3)




13.1.1 Training Materials




BATC shall develop a training package for each satellite subsystem including the operation of the
Instrument to address specifically the changes between WV-2 and WV3. The training package will be
based on the Subsystem Description Documents (Paragraph 5.3.10) and include the same minimum
information.



The training packages will be delivered on both paper and electronic media.



13.1.2 Training Sessions



For each subsystem, a cognizant BATC subsystem engineer shall present the training materials from
paragraph 13.1.1. DigitalGlobe will provide the conference room and necessary projectors to
support the presentation. DigitalGlobe reserves the right to videotape the training sessions for
the purpose of training future DigitalGlobe personnel.



13.2 Command and Telemetry Handbook (CDIL LM-4)




BATC shall prepare a command and telemetry handbook. This document shall provide a definitive
listing of all satellite telemetry and commands with a full description for each. The handbook
shall meet the requirements identified in WV159.



13.3 Bus Subsystem Calibration Tools (CDIL LM-5)




BATC shall provide the subsystem calibration tools necessary for on-orbit calibration activities.
Depending upon the final satellite design, these tools include but may not be limited to:



[**Redacted**]



13.4 DigitalGlobe Procedure Development Support



DigitalGlobe will generate the on-orbit procedures for the WV3 satellite(s). BATC shall understand
the DigitalGlobe Concept-of-Operations and assist the procedure development. BATC shall review
DigitalGlobe developed procedures for technical, operational, and safety concerns. [**Redacted**]



13.5 Commissioning Plan (CDIL LM-6)




DigitalGlobe shall generate the Commissioning Plan for the WV3 satellite. BATC shall assist the
commissioning plan development. This includes assisting with the definition of the nominal
sequence of events, required prerequisites, allowed out-of-sequence events, and required technical
support for each event. DigitalGlobe will provide information about ground contacts,
mission control center operations, and other necessary ground information used to create the
commissioning plan(s).



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The Commissioning Plan shall include subsystem initialization, calibration, and demonstration of
performance requirements including, but not limited to, the following:



[**Redacted**]



13.6 Anomaly Preparations



DigitalGlobe will generate anomaly resolution flow-charts. BATC shall assist with the anomaly
flow-chart development including defining the probable anomalies and proper recovery
actions/sequences. BATC shall review DigitalGlobe anomaly resolution flow-charts for technical,
operational, and safety concerns.



13.7 Satellite Commissioning




13.7.1 Launch and Early Operations (LEOP) Phase




DigitalGlobe shall direct Satellite Launch and Early Operations. BATC shall provide a dedicated
engineer for all satellite subsystems except for the Instrument subsystem. This support will run 24
hours per day for up to 7 days at the DigitalGlobe Mission Control Center in Longmont, CO.



13.7.2 Verification and Calibration (V&C) Phase




DigitalGlobe shall conduct the Verification and Calibration activities necessary to achieve Full
Operational Capability (FOC). This includes but is not limited to satellite calibration activities
such as star tracker and gyroscope calibrations.



Barring anomalies, V&C activities will nominally occur between 0600 and 1800 hours seven days per
week. V&C activities will nominally require 30 days. BATC shall provide a dedicated engineer for
all satellite subsystems except for the Instrument subsystem.



BATC shall also provide off-hour, on-call engineering support during V&C. A 30 minute or less
call-back response is required.



13.7.2.1 Commissioning Reports (CDIL LM-7)




BATC shall produce a Commissioning Report. The report will document spacecraft bus
Beginning-of-Life (BOL) performance and will update End-of-Life (EOL) performance predictions for
all subsystems for which it has responsibility. At a minimum the report shall include:




	 	a.	 	An explanation of significant deviations from performance metrics as identified
in the satellite specification. The explanation shall include the reasons for the
performance delta and the anticipated effects, if any, on the subsystem or satellite.






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	 	b.	 	An explanation of any known component or sub-component failures encountered
during the LEOP or V&C Phases. The explanation shall include the possible causes of the
failure, workarounds, updated reliability analysis for the component, subsystem, and
satellite, and any impacts to DigitalGlobe’s concept of operation.






13.8 Satellite Simulator




BATC shall provide a high fidelity dynamic satellite simulator. The simulator shall simulate
satellite responses to stimuli. BATC shall provide sufficient documentation to accurately capture
the design, functionality, capabilities, limitations, maintenance, extension, and operation of the
simulator.



13.8.1 Satellite Simulator (CDIL LM-8)




BATC shall deliver a high fidelity satellite simulator per the requirements document WV901. Unless
otherwise specifically stated in WV901, the depth of functionality of the WV3 simulators shall be
the same as provided in the WV2 simulator.



BATC and DigitalGlobe shall mutually agree upon a computer hardware and operating system, called
the computing platform, for use in simulator functional and performance acceptance testing. BATC
shall execute spacecraft simulator acceptance testing on the identified platform. DigitalGlobe
shall execute the simulator testing on the same platform.



The satellite simulator does not need to include the MGB subsystem.



13.8.2 Documentation (CDIL LM-9)



BATC shall provide a Users manual with sufficient detail to:




	 	•	 	Develop simulation scenarios including all configuration files, scripts, procedures,
ephemeris, initial conditions, etc

	 
	 	•	 	Start-up, shut-down, and operate the simulation console and all simulator components

	 
	 	•	 	Control the simulation in real-time by setting/adjusting variables

	 
	 	•	 	Inspect low level model telemetry through the simulation console and simulator
components directly

	 
	 	•	 	Save, modify, and load simulator state files used to start, pause, resume, and diagnose
simulation scenarios

	 
	 	•	 	Understand all log files and log entries

	 
	 	•	 	Understand and recover from all error conditions

	 
	 	•	 	Extend, modify, maintain, build and release the simulator.

	 
	 	•	 	Incorporate a new flight software release into the simulator






In this context, “maintain” refers to the functions required to upgrade to new versions of
commercial products such as MatLab or Simulink, alter configuration files, or otherwise customize
the implementation.



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13.8.3 Source Code (CDIL LM-10)




Per the terms of the software license agreement set forth in the Agreement, BATC shall provide all
BATC developed bus simulator software components in source format (non binary). Source code shall
be delivered in originating and native format. BATC does not need to provide development tools or
COTS software, but BATC shall provide COTS software tool configuration including supplier, part
number, and revision levels of tools used (e.g. compilers, linkers, and other development tools)
and all reasonable data/information necessary for DigitalGlobe to enhance, modify, compile, and
deploy the simulator.



13.8.4 Delivery Schedule




BATC shall provide the simulator, manuals, and source code per Attachment 1. BATC shall deliver an
updated simulator based upon LEOP/commissioning on-orbit performance. At a minimum, the following
subsystem models will be updated: thermal, power, and ADCS models.



13.8.5 Technical Interchange Meetings and Design Reviews




BATC shall include DigitalGlobe in technical interchange meetings and design reviews such that
DigitalGlobe can explain the intent behind various simulator requirements. BATC and DigitalGlobe
shall refine high level requirements to detailed requirements during technical interchange
meetings. BATC shall hold preliminary and critical design reviews for the Satellite Simulator.
BATC shall hold intermediate Technical Interchange Meetings for the following modules at a minimum:
the console, sensor and actuator models, redundancy modeling, fault modeling, thermal modeling, and
power modeling.



13.9 Maneuver Planners




[**Redacted**]



13.9.1 [**Redacted**]



[**Redacted**]



13.9.2 [**Redacted**]



[**Redacted**]



13.9.3 [**Redacted**]



[**Redacted**]



13.10 Software Test Bench



BATC shall maintain a test bench suitable for the development and troubleshooting of the satellite
computer Flight Software. The bench will include at a minimum:



[**Redacted**]



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13.11 Ground Stations




DigitalGlobe is responsible for all Ground Station equipment. DigitalGlobe operators will be the
lead operators of the Ground Segment.1



13.12 Telemetry Packet Creation and Mapping Tools (CDIL LM-15)




BATC shall provide the documentation, software, and training necessary for making changes to the
telemetry received from the satellite. This includes changes to both telemetry packets and the
mapping of those packets into various telemetry streams under CCSDS Grade C protocol.



Initial delivery shall coincide with initial delivery of the Command & Telemetry Handbook (C&TH).
BATC shall update if necessary at a. launch minus 6 months, b. final pre-launch C&TH delivery, and
c. launch plus 6 months. Training shall occur coincident with Training Sessions specified in
section 13.1 with delta training, if needed, at the final pre-launch C&TH delivery.



13.13 Telemetry Monitor and Response (CDIL LM-16)




BATC shall provide the documentation, software, and training necessary for making changes to flight
software telemetry monitors and response actions on the satellite. This includes creation of new
telemetry monitors and response actions, and changes to existing monitors and response actions.



Initial delivery shall coincide with initial delivery of the Command & Telemetry Handbook (C&TH).
BATC shall update if necessary at a. launch minus 6 months, b. final pre-launch C&TH delivery, and
c. launch plus 6 months. Training shall occur coincident with Training Sessions specified in
section 13.1 with delta training, if needed, at the final pre-launch C&TH delivery.



14.0 COMMUNICATIONS FLEXIBILITY AND TT&C DEFINITION




BATC shall work with DigitalGlobe to set/finalize satellite ID’s by CDR.



15.0 FACILITIES



BATC shall provide all facilities necessary to perform the scope of this SOW.



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ATTACHMENT 1 CONTRACT DATA ITEMS LIST




	 	 	 	 	 	 	 	 	 	 	 
	Data	 	 	 	SOW	 	 	 	 	 	 
	Item	 	Title	 	Ref	 	Initial Submittal	 	Updates	 	Comments
	PROGRAM MANAGEMENT	 	 	 	 	 	 	 	 
	PM-1	 	Program Management Structure
	 	4.2	 	[**Redacted**]	 	As req’d	 	 
	PM-2	 	Master Program Schedule
	 	4.4	 	[**Redacted**]	 	monthly	 	 
	PM-3	 	Component/Subsystem Design Review Listing
	 	4.5.4	 	[**Redacted**]	 	As req’d	 	 
	PM-4	 	Component/Subsystem Test Readiness / Data Review Listing
	 	4.5.5	 	[**Redacted**]	 	As req’d	 	 
	PM-5	 	Documentation Listing
	 	4.6.3	 	[**Redacted**]	 	No later than	 	 
	 	 	 
	 	 	 	 	 	Bi-monthly	 	 
	PM-6	 	Action Item List
	 	4.7	 	[**Redacted**]	 	As req’d	 	 
	PM-7	 	Historical Record of Payments & Payments Forecast
	 	4.8.1 & 4.8.2	 	[**Redacted**]	 	monthly	 	 
	DESIGN	 	 	 	 	 	 	 	 
	D-1	 	Satellite to Instrument ICD
	 	5.3.1	 	[**Redacted**]	 	As req’d	 	 
	D-2	 	Satellite to Ground Station Narrowband ICD
	 	5.3.2	 	[**Redacted**]	 	As req’d	 	 
	D-3	 	Satellite to Ground Station Wideband Link ICD
	 	5.3.3	 	[**Redacted**]	 	As req’d	 	 
	D-4	 	Satellite Environmental Design and Test Specification
	 	5.3.4	 	[**Redacted**]	 	As req’d	 	 
	D-5	 	Contamination Control Plan
	 	5.3.5	 	[**Redacted**]	 	As req’d	 	 
	D-6	 	Satellite Level Requirements Verification/Compliance Matrix
	 	5.3.6	 	[**Redacted**]	 	As req’d	 	 
	D-7	 	Box Level Requirements Verification/Compliance Matrix
	 	5.3.7	 	[**Redacted**]	 	As req’d	 	 
	D-8	 	Drawings
	 	5.3.8	 	[**Redacted**]	 	with EOs	 	 
	D-9	 	Performance Compliance Matrix
	 	5.3.9.1	 	[**Redacted**]	 	Quarterly	 	 
	D-10	 	Risk Management Report
	 	5.3.9.2	 	[**Redacted**]	 	Monthly	 	 
	D-11	 	Subsystem Description Docs
	 	5.3.10	 	[**Redacted**]	 	Launch – 4 m;	 	Updates only as required
	 	 	 
	 	 	 	 	 	Launch + 4 m	 	 





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	Data	 	 	 	SOW	 	 	 	 	 	 
	Item	 	Title	 	Ref	 	Initial Submittal	 	Updates	 	Comments
	D-12	 	Thermal Analysis and Reports
	 	5.3.11.a	 	[**Redacted**]	 	As req’d	 	 
	D-13	 	Structural Analysis
	 	5.3.11.b	 	[**Redacted**]	 	As req’d	 	 
	D-14	 	Control System Analysis
	 	5.3.11.c	 	[**Redacted**]	 	As req’d	 	 
	D-15	 	Failure Modes and Effects and Criticality Analysis (FMECA)
	 	5.3.11.d	 	[**Redacted**]	 	As req’d	 	 
	D-16	 	Satellite Reliability Analysis
	 	5.3.11.e	 	[**Redacted**]	 	As req’d	 	 
	D-17	 	Satellite Imaging Performance
	 	5.3.11.h	 	[**Redacted**]	 	As req’d	 	 
	D-18	 	Critical Items List
	 	5.3.13	 	[**Redacted**]	 	As req’d	 	 
	D-19	 	Component Heritage Summary
	 	5.3.14	 	[**Redacted**]	 	As req’d	 	 
	D-20	 	System Engineering Reports
	 	5.3.16	 	[**Redacted**]	 	 	 	 
	D-21	 	Flight Software Code
	 	5.3.16	 	[**Redacted**]	 	As req’d	 	 
	 	 	 
	 	 	 	 	 	Final @ PSR	 	 
	D-22	 	Composite Grounding Design
	 	5.3.17	 	[**Redacted**]	 	As req’d	 	 
	D-23	 	Structural, Power, Thermal, and Reliability Analytical Models
	 	5.3.18	 	[**Redacted**]	 	L+3 m	 	 
	D-24	 	Coordinate Transformation Document
	 	5.3.19	 	[**Redacted**]	 	L – 4m	 	 
	D-25	 	Flight Software Users Manual
	 	5.3.20	 	[**Redacted**]	 	As req’d	 	 
	D-26	 	Component Acceptance Data Package
	 	5.3.21	 	[**Redacted**]	 	As req’d	 	 
	D-27	 	Jitter Analysis and Test Data
	 	5.3.22	 	[**Redacted**]	 	As req’d	 	 
	D-28	 	Telescope Boresight Stability Data
	 	5.3.23	 	[**Redacted**]	 	As req’d	 	 
	D-29	 	Position and Attitude Accuracy
	 	5.3.24	 	[**Redacted**]	 	As req’d	 	 
	D-30	 	PDR Data Package
	 	4.5.3	 	[**Redacted**]	 	As req’d	 	 
	D-31	 	CDR Data Package
	 	4.5.3	 	[**Redacted**]	 	As req’d	 	 
	D-32	 	Satellite to MGB ICD
	 	5.3.25	 	[**Redacted**]	 	As req’d	 	 
	D-33	 	Electrical GSE ICD
	 	5.3.26	 	[**Redacted**]	 	As req’d	 	 
	D-34	 	Satellite Requirements Review
	 	4.5.3.1	 	[**Redacted**]	 	 	 	 
	D-35	 	Battery Life Prediction
	 	5.3.11.g	 	[**Redacted**]	 	L+ 1m	 	 




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	 	WV3 Satellite Statement of Work_

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	Data	 	 	 	SOW	 	 	 	 	 	 
	Item	 	Title	 	Ref	 	Initial Submittal	 	Updates	 	Comments
	PRODUCT ASSURANCE	 	 	 	 	 	 	 	 
	QA-1	 	EEE Parts List
	 	6.2.1	 	[**Redacted**]	 	 	 	 
	QA-2	 	Material Identification and Use Listing
	 	6.2.2	 	[**Redacted**]	 	See para 6.3.2	 	 
	QA-3	 	As built configured article list
	 	6.3.1	 	[**Redacted**]	 	At Launch Readiness Review	 	 
	QA-4	 	Certification of Conformance
	 	6.3.2	 	[**Redacted**]	 	 	 	 
	QA-5	 	Product Assurance Reviews
	 	6.4	 	[**Redacted**]	 	 	 	 
	PROCUREMENT, PRODUCTION & TEST	 	 	 	 	 	 	 	 
	PT-1	 	Make / Buy Plans
	 	7.2	 	[**Redacted**]	 	As req’d	 	 
	PT-2	 	Program Subcontract Status Report
	 	7.5	 	[**Redacted**]	 	monthly	 	 
	PT-3	 	WV I&T Plan
	 	9.3	 	[**Redacted**]	 	As req’d	 	 
	PT-4	 	Battery Maintenance Plan
	 	9.3.d	 	[**Redacted**]	 	As req’d	 	 
	PT-5	 	System Test Reports
	 	9.6	 	[**Redacted**]	 	 	 	 
	PT-6	 	I&T Command and Telemetry Log Files
	 	9.8.4	 	[**Redacted**]	 	weekly	 	 
	PT-7	 	Reserved
	 	na	 	[**Redacted**]	 	 	 	 
	PT-8	 	Instrument Integration Readiness Review Data Package
	 	4.5.3	 	[**Redacted**]	 	 	 	 
	PT-9	 	Satellite Environmental Testing Readiness Review Data Package
	 	4.5.3	 	[**Redacted**]	 	 	 	 
	PT-10	 	Pre-Ship Review Data Package
	 	4.5.3	 	[**Redacted**]	 	 	 	 






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	Data	 	 	 	SOW	 	 	 	 	 	 	 	 	 	 
	Item	 	Title	 	Ref	 	Initial Submittal	 	Updates	 	Comments	 	 	 	 
	LAUNCH AND MISSION	 	 	 	 	 	 	 	 	 	 	 	 
	LM-1	 	Missile Systems Pre-Launch Safety Package (MSPSP)
	 	12.1	 	[**Redacted**]	 	L-52 wks TBD	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	L-26 wks TBD	 	 	 	 	 	 
	LM-2	 	Preliminary WV3 FEM
	 	12.4.a	 	[**Redacted**]	 	 	 	 	 	 	 	 
	 	 	Preliminary CLA-to-WV3 Design Loads Comparison
	 	12.4.b	 	[**Redacted**]	 	 	 	 	 	 	 	 
	 	 	Final WV3 FEM
	 	12.4.c	 	[**Redacted**]	 	 	 	 	 	 	 	 
	 	 	Final CLA-to-WV3 Design Loads Comparison
	 	12.4.d	 	[**Redacted**]	 	 	 	 	 	 	 	 
	LM-3	 	Training Materials and sessions
	 	13.1.1	 	[**Redacted**]	 	As revised	 	 	 	 	 	 
	LM-4	 	Command &Telemetry Handbook
	 	13.2	 	[**Redacted**]	 	As revised	 	 	 	 	 	 
	LM-5	 	Calibration Tools
	 	13.3	 	[**Redacted**]	 	As revised & L+3 m	 	 	 	 	 	 
	LM-6	 	Commissioning Plan
	 	13.5	 	[**Redacted**]	 	As revised	 	 	 	 	 	 
	LM-7	 	Commissioning Report
	 	13.7.2.1	 	[**Redacted**]	 	 	 	 	 	 	 	 
	LM-8	 	Satellite Simulator
	 	13.8.1	 	[**Redacted**]	 	 	 	 	 	 	 	 
	LM-9	 	Satellite Simulator Documentation
	 	13.8.2	 	[**Redacted**]	 	Final	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	L – 3 m	 	 	 	 	 	 
	LM-10	 	Satellite Simulator Source Code
	 	13.8.3	 	[**Redacted**]	 	As req’d	 	 	 	 	 	 
	LM-11	 	High Fidelity Maneuver Planner
	 	13.9.1	 	[**Redacted**]	 	 	 	 	 	 	 	 
	LM-12	 	Peak Estimator Algorithm
	 	13.9.2	 	[**Redacted**]	 	 	 	 	 	 	 	 
	LM-13	 	Integrative Maneuver Model
	 	13.9.3	 	[**Redacted**]	 	 	 	 	 	 	 	 
	LM-14	 	Satellite Launch Readiness Review Data Package
	 	4.5.3	 	[**Redacted**]	 	 	 	 	 	 	 	 
	LM-15	 	Telemetry Packet Creation and Mapping Tools
	 	13.12	 	[**Redacted**]	 	See 13.12	 	 	 	 	 	 
	LM-16	 	Telemetry Monitor and Response
	 	13.13	 	[**Redacted**]	 	See 13.13	 	 	 	 	 	 






All items are provided for DigitalGlobe information only. Approvals are not required except for
ICDs, changes to ICDs, and as otherwise noted.



ATP +1m is 1 month after Authorization to Proceed.



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ATTACHMENT 2 CUSTOMER FURNISHED EQUIPMENT LIST




	 	 	 	 	 	 	 	 	 
	 	 	 	 	SOW	 	 	 	 
	Item	 	Title	 	Ref	 	Date	 	Comment
	FLIGHT HARDWARE	 	 	 	 	 	 
	CFHW-1	 	[**Redacted**]
	 	10.2.1	 	[**Redacted**]	 	 
	CFHW-2	 	[**Redacted**]
	 	10.2.2	 	[**Redacted**]	 	Flight and corresponding ground keys.
	CFHW-3	 	[**Redacted**]
	 	10.2.3	 	[**Redacted**]	 	 
	CFHW-4	 	[**Redacted**]
	 	10.2.4	 	[**Redacted**]	 	 
	CFHW-5	 	[**Redacted**]
	 	10.2.5	 	[**Redacted**]	 	 
	CFHW-6	 	[**Redacted**]
	 	10.2.6	 	[**Redacted**]	 	 
	[**Redacted**]	 	 	 	 	 	 
	CSIM-1	 	[**Redcated**]
	 	10.3	 	[**Redacted**]	 	Remains the property of DG
	[**Redacted**]	 	 	 	 	 	 
	CLSE-1	 	[**Redacted**]
	 	10.4.1	 	[**Redacted**]	 	 
	CLSE-2	 	[**Redacted**]
	 	10.4.1	 	[**Redacted**]	 	 
	CLSE-3	 	[**Redacted**]
	 	10.4.2	 	[**Redacted**]	 	 
	[**Redacted**]	 	 	 	 	 	 
	CGSE-1	 	[**Redacted**]
	 	10.5.1.a	 	[**Redacted**]	 	Remains the property of DG
	CGSE-2	 	[**Redacted**]
	 	10.5.1.b	 	[**Redacted**]	 	Remains the property of DG
	CGSE-3	 	[**Redacted**]
	 	10.5.1.c	 	[**Redacted**]	 	Remains the property of DG
	CGSE-4	 	[**Redacted**]
	 	10.5.1.d	 	[**Redacted**]	 	Remains the property of DG
	CGSE-5	 	[**Redacted**]
	 	10.5.2.a	 	[**Redacted**]	 	Remains the property of DG
	CGSE-6	 	[**Redacted**]
	 	10.5.2.b	 	[**Redacted**]	 	Remains the property of DG
	CGSE-7	 	[**Redacted**]
	 	10.5.2.d	 	[**Redacted**]	 	Remains the property of DG
	CGSE-8	 	[**Redacted**]
	 	10.5.3.a	 	[**Redacted**]	 	Remains the property of DG
	CGSE-9	 	[**Redacted**]
	 	10.5.3.b	 	[**Redacted**]	 	Remains the property of DG
	CGSE-10	 	[**Redacted**]
	 	10.5.3.c	 	[**Redacted**]	 	Remains the property of DG
	CGSE-11	 	[**Redacted**]
	 	10.5.4	 	[**Redacted**]	 	Remains the property of DG





ITAR Controlled Document — DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.




 


Attch 2 - 1









 





			
	
	 	WV3 Satellite Statement of Work_

Doc Number 10329656
	 	 	 







	 	 	 	 	 	 	 	 	 
	 	 	 	 	SOW	 	 	 	 
	Item	 	Title	 	Ref	 	Date	 	Comment
	CGSE-12	 	[**Redacted**]
	 	10.5.5	 	[**Redacted**]	 	Remains the property of DG
	CGSE-13	 	[**Redacted**]
	 	10.5.6	 	[**Redacted**]	 	Remains the property of DG
	CGSE-14	 	[**Redacted**]
	 	10.5.7	 	[**Redacted**]	 	Remains the property of DG
	CGSE-15	 	[**Redacted**]
	 	10.5.8	 	[**Redacted**]	 	Remains the property of DG
	LAUNCH VEHICLE DATA ITEM	 	 	 	 	 	 
	CLD-1	 	WV3 Preliminary CLA
	 	10.6	 	[**Redacted**]	 	 
	CLD-2	 	WV3 Final CLA
	 	10.6	 	[**Redacted**]	 	 
	INSTRUMENT DATA ITEM	 	 	 	 	 	 
	CID-1	 	WV3 Instrument Structural Data
	 	10.7.1	 	[**Redacted**]	 	 
	CID-2	 	WV3 Instrument Thermal Data
	 	10.7.2	 	[**Redacted**]	 	 







DigitalGlobe will provide this equipment in accordance with the requirements of the Agreement.


ITAR Controlled Document — DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.





 


Attch 2 - 2











 









FOIA CONFIDENTIAL TREATMENT REQUESTED




PORTIONS OF THIS EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A

REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION




Exhibit 2 to Contract 60150




WorldView-3 Satellite




Specification




	 	 	 	 	 	 	 
	 

	 	Document #
	 	 	10329655	 
	 

	 	Revision #
	 	 	1.0	 
	 

	 	Release Date
	 	 	20 August 2010

	 

	 	Prepared by
	 	 	[**Redacted**]

	 

	 	Approved by
	 	 	[**Redacted**]







This Document Is ITAR Controlled




This document contains Technical Data as defined and controlled under the International Traffic In
Arms Regulations (ITAR). Transfer of this data by any means to a foreign person, whether in the
United States or abroad, without an export license or other approval from the U.S. Department of
State is prohibited.



RESTRICTION ON USE, PUBLICATION, OR DISCLOSURE OF PROPRIETARY INFORMATION




This document contains information proprietary and confidential to DigitalGlobeÔ, to its
subsidiaries, or to a third party to whom DigitalGlobe may have a legal obligation to protect such
information from unauthorized disclosure, use or duplication. Any disclosure, use or duplication
of this document or of any of the information contained herein for other than the specific purpose
for which it was disclosed is expressly prohibited, except as DigitalGlobe may otherwise agree to
in writing. This document may only be used for the purpose for which it is provided. All copies
of this document are the sole property of DigitalGlobe and will be returned promptly upon request.


 


 









 





			
	 	 	 
	
	 	WorldView-3 Satellite Specification

Doc’t # 10329655

Rev 1.0: 20 Aug 2010






Change Record




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Revision	 	Date	 	 	Sections	 	 	Description of Change	 
	1.0
	 	20 Aug 2010	 	All	 	Initial Release






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	 	WorldView-3 Satellite Specification

Doc’t # 10329655

Rev 1.0: 20 Aug 2010






Table of Contents




	 	 	 	 	 
	1. SCOPE
	 	 	1	 
	1.1 Purpose
	 	 	1	 
	1.2 System Overview
	 	 	1	 
	1.3 Document Overview
	 	 	1	 
	2. APPLICABLE DOCUMENTS
	 	 	2	 
	2.1 Government Documents
	 	 	2	 
	2.1.1 [**Redacted**]
	 	 	2	 
	2.1.2 [**Redacted**]
	 	 	2	 
	2.2 Non-Government Documents
	 	 	2	 
	2.2.1 [**Redacted**]
	 	 	2	 
	2.2.2 [**Redacted**]
	 	 	2	 
	2.2.3 [**Redacted**]
	 	 	2	 
	2.3 Reference Documents
	 	 	2	 
	3. REQUIREMENTS
	 	 	3	 
	3.1 Satellite Definition
	 	 	3	 
	3.1.1 Satellite Diagrams
	 	 	3	 
	3.1.1.1 Component Tree
	 	 	3	 
	3.1.1.2 Coordinate System
	 	 	3	 
	3.1.2 Satellite Interfaces
	 	 	3	 
	3.1.2.1 Non-interference with Outside Systems
	 	 	3	 
	3.1.2.1.1 [**Redacted**]
	 	 	3	 
	3.1.2.1.2 [**Redacted**]
	 	 	4	 
	3.1.2.1.3 [**Redacted**]
	 	 	4	 
	3.1.2.2 Satellite-Global Positioning System Interfaces
	 	 	4	 
	3.1.2.2.1 Compatibility
	 	 	4	 
	3.1.2.3 Satellite-Ground Interfaces
	 	 	4	 
	3.1.2.3.1 Compatibility
	 	 	4	 
	3.1.2.3.2 Remote Ground Terminal Locations
	 	 	4	 
	3.1.2.3.3 Command Uplink
	 	 	4	 
	3.1.2.3.4 Narrowband Telemetry Downlink
	 	 	4	 
	3.1.2.3.5 Wideband Data Downlink
	 	 	5	 
	3.1.2.4 Satellite-Launch Vehicle Interfaces
	 	 	5	 
	3.1.2.4.1 Compatibility
	 	 	5	 
	3.1.2.4.2 [**Redacted**]
	 	 	5	 
	3.1.2.4.3 Umbilical
	 	 	5	 
	3.1.3 Customer Furnished Equipment
	 	 	5	 
	3.1.3.1 Instrument
	 	 	5	 
	3.1.3.1.1 Physical, Structural and Mechanical Requirements
	 	 	5	 
	3.1.3.1.2 Thermal Interfaces
	 	 	6	 
	3.1.3.1.3 Power Interfaces
	 	 	6	 
	3.1.3.1.4 Command and Telemetry Interfaces
	 	 	7	 
	3.1.3.1.5 Image Data Interfaces
	 	 	7	 
	3.1.3.1.6 EOA Thermal Control Interfaces
	 	 	8	 
	3.1.3.2 MGB
	 	 	8	 





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	3.2 Satellite Characteristics
	 	 	8	 
	3.2.1 Performance
	 	 	8	 
	3.2.1.1 General Mission Requirements
	 	 	8	 
	3.2.1.1.1 Mission Life
	 	 	8	 
	3.2.1.1.2 Orbits
	 	 	8	 
	3.2.1.2 Satellite Operating Modes
	 	 	9	 
	3.2.1.2.1 Normal Operating Modes
	 	 	9	 
	3.2.1.2.2 Special / Contingency Modes
	 	 	9	 
	3.2.1.2.3 Intermediate and Transitional Modes
	 	 	11	 
	3.2.1.3 Pre-Launch Operations
	 	 	11	 
	3.2.1.3.1 Ground Storage
	 	 	11	 
	3.2.1.3.2 Launch Delay
	 	 	12	 
	3.2.1.4 Early Orbit Operations
	 	 	12	 
	3.2.1.4.1 Autonomous Operations After Separation
	 	 	12	 
	3.2.1.4.2 First [**Redacted**]
	 	 	12	 
	3.2.1.4.3 Commissioning
	 	 	12	 
	3.2.1.5 Mission Operations
	 	 	12	 
	3.2.1.5.1 Viewing Angles
	 	 	12	 
	3.2.1.5.2 Imaging and Downlink Operations
	 	 	13	 
	3.2.1.5.3 Stereo Imaging
	 	 	13	 
	3.2.1.5.4 Off-Nadir Imaging
	 	 	13	 
	3.2.1.5.5 [**Redacted**]
	 	 	13	 
	3.2.1.5.6 [**Redacted**]
	 	 	13	 
	3.2.1.6 Instrument Requirements
	 	 	13	 
	3.2.1.6.1 Integrated Bus/Instrument Performance Effects
	 	 	13	 
	3.2.1.6.2 [**Redacted**]
	 	 	14	 
	3.2.1.6.3 [**Redacted**]
	 	 	14	 
	3.2.1.6.4 Instrument Cleanliness
	 	 	14	 
	3.2.1.7 Bus Subsystem Requirements
	 	 	15	 
	3.2.1.7.1 [**Redacted**]
	 	 	15	 
	3.2.1.7.2 ADCS
	 	 	16	 
	3.2.1.7.3 Propulsion
	 	 	17	 
	3.2.1.7.4 Flight Software
	 	 	18	 
	3.2.1.7.5 C&DH
	 	 	19	 
	3.2.1.7.6 Narrowband Communications
	 	 	22	 
	3.2.1.7.7 [**Redacted**]
	 	 	24	 
	3.2.1.7.8 EPDS
	 	 	26	 
	3.2.1.7.9 Structures and Mechanisms
	 	 	27	 
	3.2.1.7.10 Thermal Control
	 	 	27	 
	3.2.1.7.11 Direct Tasking
	 	 	28	 
	3.2.2 Physical Characteristics
	 	 	31	 
	3.2.2.1 Size Constraints
	 	 	31	 
	3.2.2.2 Mass Constraints
	 	 	31	 
	3.2.2.3 Shipping Constraints
	 	 	31	 





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Rev 1.0: 20 Aug 2010






	 	 	 	 	 
	3.2.3 Reliability
	 	 	31	 
	3.2.3.1 End of Life Ps
	 	 	31	 
	3.2.3.2 [**Redacted**]
	 	 	32	 
	3.2.3.3 [**Redacted**]
	 	 	32	 
	3.2.3.4 Cycle-Limited Items
	 	 	32	 
	3.2.3.4.1 [**Redacted**]
	 	 	32	 
	3.2.3.4.2 [**Redacted**]
	 	 	32	 
	3.2.4 Availability and Maintainability
	 	 	32	 
	3.2.4.1 Fault Recovery Timeline
	 	 	32	 
	3.2.4.2 Environmental Conditions
	 	 	32	 
	3.2.4.2.1 Launch Induced Environments
	 	 	32	 
	3.2.4.2.2 On-Orbit Environments
	 	 	32	 
	3.2.4.2.3 Pre-Launch Environments
	 	 	32	 
	3.3 Satellite Design and Construction
	 	 	33	 
	3.3.1 General
	 	 	33	 
	3.3.2 SEUs
	 	 	33	 
	3.3.3 Immunity to Latch-Up
	 	 	33	 
	3.3.4 Cleanliness and Contamination Control
	 	 	33	 
	3.3.4.1 [**Redacted**]
	 	 	33	 
	3.3.4.2 [**Redacted**]
	 	 	33	 
	3.3.4.3 [**Redacted**]
	 	 	33	 
	3.3.4.4 [**Redacted**]
	 	 	33	 
	3.3.5 Safety
	 	 	33	 
	3.3.6 [**Redacted**]
	 	 	33	 
	4. VERIFICATION
	 	 	33	 
	5. QUALITY ASSURANCE
	 	 	33	 




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	 	WorldView-3 Satellite Specification

Doc’t # 10329655

Rev 1.0: 20 Aug 2010






List of Tables




[**Redacted**]




List of Figures




[**Redacted**]



ITAR-Controlled Document

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	 	WorldView-3 Satellite Specification

Doc’t # 10329655

Rev 1.0: 20 Aug 2010






1. SCOPE




1.1 Purpose



This document describes the requirements for design and implementation of the DigitalGlobe
WorldView-3 Satellite, being constructed to support DigitalGlobe commercial imaging operations.



1.2 System Overview



Ball Aerospace & Technology Corporation (BATC) is providing the integrated WorldView-3 imaging
satellite to DigitalGlobe, Inc. As the Space Segment Integrator (SSI), BATC is manufacturing a
Spacecraft Bus that can accommodate the panchromatic + multi-spectral WorldView-3 Instrument. This
will be the same Bus design as used for predecessor WorldView Satellites. The Instrument is being
supplied by ITT Industries Space Systems Division (ITT) to DigitalGlobe, with miscellaneous support
units / functions provided by BATC. All ITT equipment will be provided as Customer Furnished
Equipment (CFE) to BATC for Satellite integration. As the SSI, BATC will then perform Satellite
level testing, prepare the Satellite for launch, and support on-orbit checkout of the Satellite.



The Satellite will be in a sun-synchronous orbit at an altitude between 450 and 830 km with a
descending equator crossing time between 10:00 AM and 2:00 PM. [**Redacted**] Image data is
recorded by the Spacecraft Bus and is normally downlinked to DigitalGlobe ground stations.
However, direct downlink to user sites may also be performed in certain circumstances. Direct
downlink is via the normal wideband downlink.



A key feature of the WordView-3 Satellite is Direct Tasking, where imaging and downlink parameters
are directly uplinked from a customer’s ground station to the satellite, and image data is directly
downlinked to a customer’s ground station, on the same and/or successive passes. Direct Tasking
supports an expanded customer base and fulfills these customers’ desires to compress the overall
planning-tasking-collection-downlink timeline and to not expose their task list to outside parties
(including DigitalGlobe) prior to image collection. Full command authority is maintained by
DigitalGlobe, with key commands needed to initiate the image and downlink operations uploaded from
DigitalGlobe ground stations.



1.3 Document Overview



This document specifies functional, performance and interface requirements for the integrated
Satellite and the Spacecraft Bus, including external Satellite interfaces, Instrument-Bus
interfaces and Instrument integration, Bus and Satellite test, launch, and operational
requirements. Separate Interface Control Documents (ICDs) detail the specifics of the
Instrument-Bus interfaces and Integration and Test processes. Satisfaction of the Satellite-level
requirements contained in this specification assume the Instrument provided as CFE meets its
requirements, which are documented separately. As the SSI, BATC will refer to the separate
Instrument Specifications as necessary to maintain the Spacecraft Bus to Instrument ICDs and
develop an integration and test plan sufficient to ensure the integrated Satellite meets its
system-level functional and performance requirements.



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	 	WorldView-3 Satellite Specification

Doc’t # 10329655

Rev 1.0: 20 Aug 2010






This specification may contain requirements that have not been fully defined. These open
requirements are indicated by a TBR, and/or TBD:



TBR
— To Be Resolved: Indicates parameters that exist, but may change after discussions with
Contractor and others (e.g.: DigitalGlobe).



TBD
— To Be Determined: Indicates parameters that have not yet been determined.



2. APPLICABLE DOCUMENTS



This document is the Satellite Specification. This specification defines the technical
requirements called out in the Contract and a Statement of Work (SOW). The Contract and SOW define
schedule requirements, deliverable items and programmatics. However, in the event of a conflict
between a specific requirement herein and documents, then the Contract, the Statement of Work, this
document, and Applicable documents shall govern in this order. If the revision is not specifically
noted, the latest revision of each document applies.



At contract signing, the Environmental Design and Test Specification and Interface Control
Documents from predecessor DigitalGlobe WorldView satellite programs listed below shall be
considered the baseline release for WV-3. It is anticipated that the WV-3 versions of these
documents will require few modifications from the predecessor baselines, with changes focused in a
few key areas as driven by WV-3 unique requirements (for example enhanced Instrument thermal
control and updated power values). The first release of the WV-3 version of each document shall
supersede the predecessor version, which shall no longer be considered an Applicable Document.



Although the Satellite Integrating Contractor physically maintains many of these ICDs, their
development is inherently a cooperative process. Accordingly, the latest released ICD revision
shall always apply, where release is predicated on mutual agreement between all involved parties;
for example the Instrument to Spacecraft ICD requires consensus between the Satellite Integrating
Contractor, the Instrument Contractor, and DigitalGlobe.



2.1 Government Documents



2.1.1 [**Redacted**]



2.1.2 [**Redacted**]



2.2 Non-Government Documents



2.2.1 [**Redacted**]



2.2.2 [**Redacted**]



2.2.3 [**Redacted**]



2.3 Reference Documents



[**Redacted**]



ITAR-Controlled Document

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	 	WorldView-3 Satellite Specification

Doc’t # 10329655

Rev 1.0: 20 Aug 2010






3. REQUIREMENTS



Remarks contained as Rationale/Info shall NOT be considered a formal part of this specification and
are provided for reference only.



[**Redacted**]



3.1 Satellite Definition



This Section defines fundamental terminology and identifies the basic Satellite functions along
with the provider of each function. It also provides external interface requirements and internal
interface requirements for the equipment to be provided [**Redacted**] to the SSI.



3.1.1 Satellite Diagrams




3.1.1.1 Component Tree



[**Redacted**] defines the major elements, subsystems, assemblies and units/functions of the
Satellite and shows how they are allocated between DigitalGlobe’s contractors. The figure also
indicates items that are delivered to the SSI [**Redacted 1 Page**].



3.1.1.2 Coordinate System



The base coordinate system used for all major Satellite element and segment mechanical interfaces
shall be as shown in



for example, Instrument to Spacecraft Bus and Satellite to Launch Vehicle.



Other coordinate systems may be used as appropriate within elements and/or subsystems;
[**Redacted**]. The relationships between the base coordinate system and other coordinate systems
shall be explicitly shown in the appropriate documents (drawings, interface control documents,
etc.).



[**Redacted**]



3.1.2
Satellite Interfaces



3.1.2.1 Non-interference with Outside Systems



3.1.2.1.1 [**Redacted**]



The Satellite shall not interfere with [**Redacted**].



3.1.2.1.2 [**Redacted**]



During normal operations, RF emissions from the Satellite shall not exceed the limits specified in
the [**Redacted**].



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	 	WorldView-3 Satellite Specification

Doc’t # 10329655

Rev 1.0: 20 Aug 2010






3.1.2.1.3 [**Redacted**]



All RF emissions shall use the frequency allocation of [**Redacted**], with out-of-band emissions
compliant with [**Redacted**].



3.1.2.2 Satellite-Global Positioning System Interfaces




3.1.2.2.1 Compatibility



The Spacecraft Bus shall be compatible with standard GPS interfaces as defined in [**Redacted**].



3.1.2.3 Satellite-Ground Interfaces



The following paragraphs define high-level requirements for Satellite-Ground compatibility;
detailed interface requirements shall be defined in the Narrowband and Wideband Satellite-Ground
ICD.



[**Redacted**]



3.1.2.3.1 Compatibility



The Satellite Narrowband and Wideband Communications Subsystems shall be compatible with
[**Redacted**].



3.1.2.3.2 Remote Ground Terminal Locations



Remote Ground Terminals (RGTs) will be located as follows:



[**Redacted**]



3.1.2.3.3 Command Uplink



3.1.2.3.3.1 Effective Isotropic Radiated Power



The minimum Effective Isotropic Radiated Power (EIRP) of the command uplink antenna will be
[**Redacted**].



3.1.2.3.3.2 Axial Ratio




The command uplink antenna will transmit using [**Redacted**].



3.1.2.3.4 Narrowband Telemetry Downlink




3.1.2.3.4.1 Figure of Merit (G/T)



The minimum G/T of the Narrowband receive antenna will be as follows across the frequency range of
[**Redacted**] under all conditions, for the RGT locations defined in Section 3.1.2.3.2 Remote
Ground Terminal Locations. These values include the effects of antenna pointing error and
atmospheric conditions.



[**Redacted**]




3.1.2.3.4.2 Axial Ratio




The Narrowband receive antenna will receive using [**Redacted**].



3.1.2.3.4.3 Implementation Loss



The demodulator implementation loss for the Narrowband telemetry receiver will be [**Redacted**].



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	 	WorldView-3 Satellite Specification

Doc’t # 10329655

Rev 1.0: 20 Aug 2010






3.1.2.3.5 Wideband Data Downlink




3.1.2.3.5.1 Figure of Merit (G/T)



The minimum G/T of the Wideband receive antenna will be as follows across the frequency range of
[**Redacted**] under all conditions, for the RGT locations defined in Section 3.1.2.3.2 Remote
Ground Terminal Locations. These values include the effects of antenna pointing error and
atmospheric conditions.



[**Redacted**]



3.1.2.3.5.2 Axial Ratio



The Wideband receive antenna will receive using [**Redacted**].



3.1.2.3.5.3 Implementation Loss



The demodulator implementation loss for the wideband telemetry receiver will be [**Redacted**].



3.1.2.4 Satellite-Launch Vehicle Interfaces



The following paragraphs define high-level requirements for Satellite — Launch Vehicle
compatibility; detailed interface requirements shall be defined in the Mission Specification.



3.1.2.4.1 Compatibility




The Satellite design shall be compatible with the [**Redacted**]




3.1.2.4.2 [**Redacted**]




The Satellite shall accommodate [**Redacted**].



3.1.2.4.3 Umbilical



The Satellite shall accommodate an umbilical to support all required functions for launch mode,
including at a minimum the following critical electrical functions:



[**Redacted**]



3.1.3 Customer Furnished Equipment



3.1.3.1 Instrument



The Instrument will be provided to the SSI [**Redacted**]. The SSI shall provide interfaces as
specified herein, with detailed interface requirements provided in accordance with the
[**Redacted**].



3.1.3.1.1 Physical, Structural and Mechanical Requirements




3.1.3.1.1.1 Configuration



The Spacecraft Bus shall accommodate the following major Instrument assemblies and/or units:



[**Redacted**]



3.1.3.1.1.2 Size



The Spacecraft Bus shall be capable of supporting the Instrument assemblies/units as specified in
the Spacecraft Bus to Instrument ICDs.



3.1.3.1.1.3 Mass Properties



[**Redacted**]



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	 	WorldView-3 Satellite Specification

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3.1.3.1.1.4 EOA-Mounted Spacecraft Bus Equipment



The SSI shall provide the following equipment to be mounted on the EOA:



[**Redacted**]



3.1.3.1.1.5 EOA Fields of View



The Spacecraft Bus shall provide the Instrument with [**Redacted**].



3.1.3.1.1.6 EOA Purge Fitting



The Satellite shall be configured to provide a purge fitting [**Redacted**].



3.1.3.1.1.7 Assembly, Integration and Test




	a)	 	To the maximum extent possible, the Satellite configuration shall permit independent
integration of all Instrument assemblies/units and access to internal Instrument test ports
and harness connections.

	 
	b)	 	The Satellite configuration shall allow clear access to Instrument equipment essential to
integration and test activities, for example: test ports, purge lines, aperture cover,
interface connectors, etc.






3.1.3.1.1.8 EOA Vibration Environment (TBR)




The SI shall ensure that the [**Redacted 2 Pages**]



3.1.3.1.1.9 [**Redacted**]



The Spacecraft Bus shall provide radiation shielding for the [**Redacted**].



3.1.3.1.2 Thermal Interfaces



The Spacecraft Bus shall perform the following thermal functions, with interfaces to the Instrument
as specified in the Spacecraft Bus to Instrument ICDs:



[**Redacted**]



3.1.3.1.3 Power Interfaces



The Spacecraft Bus shall provide electrical power to the Instrument as specified below, with the
breakdown of individual unit powers and other characteristics as specified in the Spacecraft Bus to
Instrument ICDs.



3.1.3.1.3.1 Instrument Power Feeds



The Spacecraft Bus shall provide power to all Instrument units as follows:



[**Redacted**]



3.1.3.1.3.2 Voltage



The Spacecraft Bus shall present power at the Instrument interfaces as follows:



[**Redacted**]



3.1.3.1.3.3 [**Redacted**]



[**Redacted**]



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3.1.3.1.3.4 Average Operating Power




During normal operations, the Spacecraft Bus shall be able to perform the [**Redacted**]



3.1.3.1.3.5 Survival Power



When in Emergency Mode, the Spacecraft Bus shall provide power as specified in [**Redacted**] via
the Essential Bus, as specified in Section 3.1.3.1.3.1 Instrument Power Feeds.



3.1.3.1.3.6 Maximum Power





	a)	 	The Spacecraft Bus shall be capable of supporting the sustained maximum Instrument power
specified in [**Redacted**].

	 
	b)	 	The Spacecraft Bus shall ensure [**Redacted**]






3.1.3.1.4 Command and Telemetry Interfaces



The Spacecraft Bus shall provide the following command and telemetry interfaces to the Instrument,
all of which shall be cross-strapped between the primary and redundant Spacecraft Bus electronics
and primary and redundant Instrument electronics:



[**Redacted**]



3.1.3.1.4.1 Instrument Commanding



Using the specified data interfaces, the Spacecraft Bus shall forward commands to the Instrument,
[**Redacted**] as documented in the Spacecraft Bus to Instrument ICDs.



3.1.3.1.4.2 Image Start and Stop Commands



The commands for image [**Redacted**] shall be issued from the Spacecraft Bus [**Redacted**]



3.1.3.1.4.3 Image Duration





	a)	 	The minimum Image duration possible shall be no more than [**Redacted**].

	 
	b)	 	There shall be [**Redacted**].

	 
	c)	 	Image durations shall be commandable in [**Redacted**].






[**Redacted**]



3.1.3.1.4.4 Instrument Telemetry



Using the specified data interfaces, the Spacecraft Bus shall receive telemetry from the Instrument
as documented in the Spacecraft Bus to Instrument ICDs. The following rules shall be applied to
Instrument telemetry:



[**Redacted**]



3.1.3.1.4.5 [**Redacted**]



The Spacecraft Bus shall provide a [**Redacted**] as follows:



[**Redacted**]



3.1.3.1.5 Image Data Interfaces



The Spacecraft Bus shall provide image data interfaces [**Redacted**]



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3.1.3.1.5.1 General Interface Definition





The Spacecraft Bus to Instrument data interface shall be as follows:



[**Redacted**]



3.1.3.1.5.2 Maximizing Storage and Downlink Efficiency



The Spacecraft Bus to Instrument data interface shall be capable of supporting the following
Instrument configurations and shall ensure [**Redacted**]



3.1.3.1.6 EOA Thermal Control Interfaces



[**Redacted**]



3.1.3.1.6.1 [**Redacted**]



[**Redacted**]



3.1.3.1.6.2 [**Redacted**]



[**Redacted**]



3.1.3.1.6.3
[**Redacted**]



[**Redacted**]



3.1.3.2 MGB



The MGB will be provided to the SSI [**Redacted**]. The SSI shall meet the MGB requirements
specified in the MGB Requirements Documents and Interface Control Documents.



3.2 Satellite Characteristics



This Section defines the characteristics of the Satellite required to support the mission with
respect to performance, physical characteristics, reliability, availability, and environmental
conditions. The SSI shall derive and otherwise define lower level requirements necessary to
implement the requirements of this specification, including those that are passed to the Instrument
Contractor via the Spacecraft Bus to Instrument ICD, the Environmental Design and Test
Specification, and other relevant documents.



3.2.1
Performance



3.2.1.1 General Mission Requirements



3.2.1.1.1 Mission Life



The Satellite shall meet all on-orbit performance requirements for a Mission Life of
[**Redacted**]. The end of this period is defined as End of Life (EOL).



[**Redacted**]



3.2.1.1.2 Orbits



3.2.1.1.2.1 General Orbit Compatibility



The Satellite shall be capable of operating at any equatorial altitude between [**Redacted**]



3.2.1.1.2.2 Reserved



3.2.1.1.2.3 Mission Orbit



The Mission Orbit shall be defined as:



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[**Redacted**]



3.2.1.1.2.4 Reserved



3.2.1.1.2.5 Insertion Orbit and Dispersions



The Satellite shall be compatible with being inserted directly into any of the orbits defined under
General Orbit Compatibility, [**Redacted**]



3.2.1.2 Satellite Operating Modes




3.2.1.2.1 Normal Operating Modes



The Satellite shall, at a minimum, provide the operating modes defined in Table 3-1 Normal
Operating Modes, with the following additional requirements:



[**Redacted**]




Table 3-1 Normal Operating Modes




	 	 	 	 	 	 	 	 	 
	Mode	 	Basic Satellite State	 	 	Satellite Pointing	 
	Cruise Mode
	 	[**Redacted**]	 	Satellite oriented as required to ensure:
[**Redacted**]	 
	 
	 	 	 	 	 	 	 	 
	[**Redacted**]
	 	 	 	 	 	[**Redacted**]
	 
	 	 	 	 	 	 	 	 
	[**Redacted**]
	 	[**Redacted**]	 	[**Redacted**]
	 
	 	 	 	 	 	 	 	 
	[**Redacted**]
	 	 	 	 	 	[**Redacted**]






3.2.1.2.2 Special / Contingency Modes



The Satellite shall, at a minimum, provide the modes defined in [**Redacted**], with the following
additional requirements:



[**Redacted**]



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Rev 1.0: 20 Aug 2010






Table 3-2 Special / Contingency Modes




	 	 	 	 	 	 	 	 	 
	Mode	 	Basic Satellite State	 	 	Satellite Pointing	 
	[**Redacted**]
	 	[**Redacted**]	 	[**Redacted**]
	 
	 	 	 	 	 	 	 	 
	[**Redacted**]
	 	[**Redacted**]	 	[**Redacted**]
	 
	 	 	 	 	 	 	 	 
	[**Redacted**]
	 	[**Redacted**]	 	 	 	 






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Table 3-3 Simultaneous Operations




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Simultaneous	 	Normal Operating Modes	 	 	Special / Contingency Modes	 
	Operations	 	[**Redacted**]	 	 	[**Redacted**]	 	 	[**Redacted**]	 	 	[**Redacted**]	 	 	[**Redacted**]	 	 	[**Redacted**]	 	 	[**Redacted**]	 	 	[**Redacted**]	 
	Recording Image Data
	 	 	 	 	 	 	 	 	 	[**Redacted**]	 	[**Redacted**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Recording Ancillary Data
	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	 	 	 	 	 	 	 	 	 	 	 
	Transmitting recorded Image and Ancillary
Data
	 	[**Redacted**]	 	 	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	 	 	 	 	 	 	 	 	 	 	 
	Recording Satellite state of health data
	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	 	 	 	 	[**Redacted**]	 	 	 	 
	Transmitting stored state-of-health data
	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	 	 	 	 	[**Redacted**]	 	 	 	 
	Transmitting real-time state-of-health data
	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	 	 	 
	Preserving stored Image and Ancillary Data
	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	 	 	 	 	[**Redacted**]	 	 	 	 
	Preserving stored state-of-health data
	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	 	 	 	 	[**Redacted**]	 	[**Redacted**]
	Receiving and executing real-time commands
	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	Receiving and storing stored commands
	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	 	 	 	 	[**Redacted**]	 	 	 	 
	Executing stored commands
	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	 	 	 






[**Redacted**]



3.2.1.2.3 Intermediate and Transitional Modes



Additional intermediate and transitional modes may be defined for the Satellite and Spacecraft Bus.
[**Redacted**]



3.2.1.3 Pre-Launch Operations




3.2.1.3.1 Ground Storage



The Satellite shall be capable of being stored under proper conditions for up to [**Redacted**]
without the need for refurbishment.



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3.2.1.3.2 Launch Delay





	a)	 	The Satellite shall be capable of remaining loaded with propellant for a minimum of
[**Redacted**] prior to launch, while maintaining safety and status monitoring.

	 
	b)	 	The Satellite shall be capable of launch for up to [**Redacted**] following the integration
of the Satellite to the Launch Vehicle without the need for demate, while maintaining safety
and status monitoring.

	 
	c)	 	The Satellite shall be designed to permit [**Redacted**].






3.2.1.4 Early Orbit Operations



3.2.1.4.1 Autonomous Operations After Separation



Following the separation event, the Satellite shall autonomously:



[**Redacted**]



3.2.1.4.2 First [**Redacted**]



Following the Autonomous Operations after Separation, the Satellite shall pose no constraints on
operation such that:



[**Redacted**]



3.2.1.4.3 Commissioning



The Satellite shall pose no constraints on operation such that total Satellite on-orbit performance
can be fully verified as specified in the Statement of Work.



3.2.1.5 Mission Operations




3.2.1.5.1 Viewing Angles



Viewing angles referred to in the [**Redacted**] and elsewhere in this specification shall be as
defined below.



[**Redacted**]



3.2.1.5.1.1 Nominal Field of Regard



The Nominal Field of Regard shall be defined as a [**Redacted**]



3.2.1.5.1.2 Maximum Field of Regard



The Maximum Field of Regard shall be defined as a [**Redacted**]



3.2.1.5.1.3 [**Redacted**]



[**Redacted**]



3.2.1.5.1.4 [**Redacted**]



[**Redacted**]



3.2.1.5.1.5 Instrument Operating Modes



The Satellite shall allow operation of the Instrument in the modes specified in [**Redacted**]



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3.2.1.5.2 Imaging and Downlink Operations




The Satellite shall be capable of performing the imaging and downlink operations specified below
assuming [**Redacted**]



3.2.1.5.2.1 [**Redacted**]




[**Redacted 1 Page**]



3.2.1.5.2.2 Wideband and Narrowband Downlinks




It shall be possible to perform both Wideband and Narrowband downlinks as follows:



[**Redacted**]



3.2.1.5.2.3 Instrument Mass Properties for [**Redacted**]



For purposes of verifying the Satellite’s ability to perform the DIS, [**Redacted**]



3.2.1.5.2.4 [**Redacted**]



[**Redacted**]



3.2.1.5.3 Stereo Imaging




	a)	 	The Satellite shall be capable of collecting the stereo imagery [**Redacted**]

	 
	b)	 	The Satellite shall be capable of collecting stereo imagery [**Redacted**]






3.2.1.5.4 Off-Nadir Imaging




The Satellite shall be capable of supporting off-nadir image collections as follows:



[**Redacted**]



3.2.1.5.5
[**Redacted**]



3.2.1.5.5.1 [**Redacted**]



[**Redacted**]



3.2.1.5.5.2 [**Redacted**]



[**Redacted**]



3.2.1.5.6 [**Redacted**]



[**Redacted**]



3.2.1.6 Instrument Requirements



3.2.1.6.1 Integrated Bus/Instrument Performance Effects



The SSI shall perform appropriate integrated Satellite-level analyses and design work in order to
ensure the Satellite meets the following performance requirements. LOS motion shall be calculated
using an Instrument Finite Element Model (FEM) provided by the Instrument Contractor as defined
under Applicable Documents, which shall be assumed to meet the following requirements:



[**Redacted**]



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3.2.1.6.1.1 [**Redacted**]




[**Redacted**]



3.2.1.6.1.2 [**Redacted**]



[**Redacted**]



3.2.1.6.2 [**Redacted**]



[**Redacted**]



3.2.1.6.2.1 [**Redacted**]



[**Redacted**]



3.2.1.6.2.2 [**Redacted**]



[**Redacted**]



3.2.1.6.3 [**Redacted**]



[**Redacted**]



3.2.1.6.3.1 [**Redacted**]



[**Redacted**]



3.2.1.6.3.2 [**Redacted**]



[**Redacted**]



3.2.1.6.3.3 [**Redacted**]



[**Redacted**]



3.2.1.6.3.4 [**Redacted**]



[**Redacted**]



3.2.1.6.3.4.1 [**Redacted**]



[**Redacted**]



3.2.1.6.3.4.2 [**Redacted**]



[**Redacted**]



3.2.1.6.3.4.3 [**Redacted**]



[**Redacted**]



3.2.1.6.3.5 [**Redacted**]



[**Redacted**]



3.2.1.6.3.5.1
[**Redacted**]



[**Redacted**]



3.2.1.6.3.5.2
[**Redacted**]



[**Redacted**]



3.2.1.6.3.6 [**Redacted**]



[**Redacted**]



3.2.1.6.4 Instrument Cleanliness



[**Redacted**]



3.2.1.6.4.1 [**Redacted**]



[**Redacted**]



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3.2.1.6.4.2 [**Redacted**]




[**Redacted**]



3.2.1.7 Bus Subsystem Requirements



In addition to supporting all subsystem-level requirements derived from the Satellite-level
requirements specified in the above sections, Spacecraft Bus subsystems shall meet the specific
requirements contained within this section.



3.2.1.7.1 [**Redacted**]




3.2.1.7.1.1 [**Redacted**]




[**Redacted**]



3.2.1.7.1.2 [**Redacted**]



[**Redacted**]



3.2.1.7.1.3 [**Redacted**]



[**Redacted**]



3.2.1.7.1.3.1
[**Redacted**]



[**Redacted**]



3.2.1.7.1.3.2
[**Redacted**]



[**Redacted**]



3.2.1.7.1.3.3
[**Redacted**]



[**Redacted**]



3.2.1.7.1.3.4
[**Redacted**]



[**Redacted**]



3.2.1.7.1.3.5
[**Redacted**]



[**Redacted**]



3.2.1.7.1.3.6
[**Redacted**]



[**Redacted**]



3.2.1.7.1.3.7
[**Redacted**]



[**Redacted**]



3.2.1.7.1.3.8
[**Redacted**]



[**Redacted**]



3.2.1.7.1.4 [**Redacted**]



3.2.1.7.1.4.1
[**Redacted**]



[**Redacted**]



3.2.1.7.1.4.2
 [**Redacted**]



[**Redacted**]



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3.2.1.7.1.4.3 [**Redacted**]



[**Redacted**]



3.2.1.7.1.4.4 [**Redacted**]



[**Redacted**]



3.2.1.7.2 ADCS



3.2.1.7.2.1 [**Redacted**]



[**Redacted**]



3.2.1.7.2.2 [**Redacted**]



3.2.1.7.2.2.1
[**Redacted**]



[**Redacted**]



3.2.1.7.2.2.2
[**Redacted**]



[**Redacted**]



3.2.1.7.2.2.3
[**Redacted**]



[**Redacted**]



3.2.1.7.2.2.4
[**Redacted**]



[**Redacted**]



3.2.1.7.2.2.5
[**Redacted**]



[**Redacted**]



3.2.1.7.2.3 [**Redacted**]



[**Redacted**]



3.2.1.7.2.4 [**Redacted**]



3.2.1.7.2.4.1
[**Redacted**]



[**Redacted**]



3.2.1.7.2.4.2
[**Redacted**]



[**Redacted**]



3.2.1.7.2.5 [**Redacted**]



3.2.1.7.2.6 [**Redacted**]



[**Redacted**]



3.2.1.7.2.7 [**Redacted**]



[**Redacted**]



3.2.1.7.2.8 [**Redacted**]



[**Redacted**]



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3.2.1.7.2.9 [**Redacted**]




[**Redacted**]



3.2.1.7.2.9.1
[**Redacted**]



[**Redacted**]



3.2.1.7.2.9.2
[**Redacted**]



[**Redacted**]



3.2.1.7.2.9.3
[**Redacted**]



[**Redacted**]




3.2.1.7.2.9.4 [**Redacted**]



[**Redacted**]



3.2.1.7.2.9.5
 [**Redacted**]



[**Redacted**]



3.2.1.7.2.10 [**Redacted**]



[**Redacted**]



3.2.1.7.2.11 Solar Arrays



In all modes of operation except Launch Mode, the ADCS shall be capable of pointing the Solar Array
as follows:



[**Redacted**]



3.2.1.7.2.12 Wideband Antenna



While in Cruise Mode, Earth or Fixed Frame Imaging Mode, or maneuvering to/from Images, the ADCS
shall be capable of pointing the Wideband Antenna as follows:



[**Redacted**]



3.2.1.7.3 Propulsion



3.2.1.7.3.1 Minimum Delta-V Capability



The Propulsion subsystem shall provide at least [**Redacted**]



3.2.1.7.3.2 Propellant Budget



The SSI shall develop and maintain a [**Redacted**]



3.2.1.7.3.3 Inefficiencies of Operation



The propellant budget shall, at a minimum, account for the following inefficiencies of operation:



[**Redacted**]



3.2.1.7.3.4 Thruster Orientation



[**Redacted**]



3.2.1.7.3.5 [**Redacted**]



[**Redacted**]



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3.2.1.7.4 Flight Software




3.2.1.7.4.1 [**Redacted**]




The Flight Software shall provide the capability to [**Redacted**]



3.2.1.7.4.2 Modularity



The design of the Satellite flight software shall be [**Redacted**].



3.2.1.7.4.2.1 Module Size



The patching or replacing of any single Satellite flight software module shall not require more
than [**Redacted**] or the [**Redacted**] shall be uploadable in no more than [**Redacted**] split
across multiple contacts.



[**Redacted**]



3.2.1.7.4.3 Parameterization



The design of the Satellite flight software shall incorporate parameterization to support
operational flexibility and command versatility.



[**Redacted**]



3.2.1.7.4.3.1 Parameter Range and Resolution



Parameters shall have enough range and resolution to permit operation of the Satellite to the
requirements of this specification without having to patch the Satellite Flight software.



3.2.1.7.4.3.2
[**Redacted**]



[**Redacted**]



3.2.1.7.4.4 [**Redacted**]



[**Redacted**]



3.2.1.7.4.4.1
[**Redacted**]



[**Redacted**]



3.2.1.7.4.4.2
[**Redacted**]



[**Redacted**]



3.2.1.7.4.5 [**Redacted**]



[**Redacted**]



3.2.1.7.4.6 [**Redacted**]



[**Redacted**]



3.2.1.7.4.7 [**Redacted**]



[**Redacted**]



3.2.1.7.4.7.1
[**Redacted**]



[**Redacted**]



3.2.1.7.4.8 [**Redacted**]



[**Redacted**]



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3.2.1.7.4.9 [**Redacted**]



[**Redacted**]



3.2.1.7.4.10 [**Redacted**]



[**Redacted**]



3.2.1.7.4.11 [**Redacted**]



[**Redacted**]



3.2.1.7.5 C&DH



3.2.1.7.5.1 Commands



3.2.1.7.5.1.1 Command Formats



Commands shall be formatted as specified in the [**Redacted**].



3.2.1.7.5.1.2 Command Length



Commands shall be [**Redacted**] to assure compatibility with [**Redacted**], with [**Redacted**]
and [**Redacted**].



3.2.1.7.5.1.3 [**Redacted**]



[**Redacted**]



3.2.1.7.5.1.4 [**Redacted**]



[**Redacted**]



3.2.1.7.5.1.5 [**Redacted**]



[**Redacted**]



3.2.1.7.5.1.6 [**Redacted**]



[**Redacted**]



3.2.1.7.5.1.7 [**Redacted**]



[**Redacted**]



3.2.1.7.5.1.8 [**Redacted**]



[**Redacted**]



3.2.1.7.5.1.9 [**Redacted**]



[**Redacted**]



3.2.1.7.5.1.10 Unique Satellite Identification



The Satellite identification used for command verification and acceptance shall be unique for each
redundancy string and shall be different than IDs used on previous DigitalGlobe satellites.



[**Redacted**]



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3.2.1.7.5.2 State-of-Health Telemetry




3.2.1.7.5.2.1 Telemetry Content



The C&DH subsystem shall collect and format housekeeping telemetry for the Spacecraft Bus and
Instrument sufficient to provide the following capabilities on the ground:



[**Redacted**]



3.2.1.7.5.2.2 Telemetry Format



The C&DH subsystem shall format and transmit the [**Redacted**] as follows:



[**Redacted**]



3.2.1.7.5.2.3 [**Redacted**]



[**Redacted**]



3.2.1.7.5.2.4 [**Redacted**]



[**Redacted**]



3.2.1.7.5.2.5 [**Redacted**]



[**Redacted**]



3.2.1.7.5.2.6 Unique Satellite Identification



All telemetry data shall periodically include a Satellite identification that is unique to each
redundancy string and different than IDs used on previous DigitalGlobe satellites.



[**Redacted**]



3.2.1.7.5.2.7 Storage Capacity



The C&DH subsystem shall be capable of storing at least 36 hours of telemetry at an average rate of
[**Redacted**].



[**Redacted**]



3.2.1.7.5.2.8
[**Redacted**]



[**Redacted**]



3.2.1.7.5.2.9
[**Redacted**]



[**Redacted**]



3.2.1.7.5.3 [**Redacted**]



[**Redacted**]



3.2.1.7.5.4 Ancillary Data



During normal operations, the C&DH subsystem shall collect Ancillary Data from Bus and Instrument
equipment and forward it [**Redacted**].



3.2.1.7.5.4.1 Standard Content



The standard content of the two Ancillary Data streams shall be as defined in [**Recated**].



[**Redacted**]



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*Table 3-4 Standard Ancillary Data Content




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Data Type	 	Description	 	 	Frequency	 	 	Minimum Rate	 
	Continuous Ancillary Data Stream

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	[**Redacted**]
	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	[**Redacted**]
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Image Ancillary Data Stream

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	[**Redacted**]
	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	[**Redacted**]
	 	[**Redacted**]	 	[**Redacted**]	 	 	 	 
	[**Redacted**]
	 	[**Redacted**]	 	[**Redacted**]	 	 	 	 
	[**Redacted**]
	 	[**Redacted**]	 	[**Redacted**]	 	 	 	 
	[**Redacted**]
	 	[**Redacted**]	 	[**Redacted**]	 	 	 	 
	[**Redacted**]
	 	[**Redacted**]	 	[**Redacted**]	 	 	 	 
	[**Redacted**]
	 	[**Redacted**]	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	[**Redacted**]
	 	 	 	 	 	 	 	 	 	 	 	 






3.2.1.7.5.4.2 Format




The C&DH subsystem shall format the [**Redacted**]



3.2.1.7.5.4.3 Redefinable Content



It shall be possible to independently re-define the content of [**Redacted**], subject to data
bandwidth constraints.



[**Redacted**]



3.2.1.7.5.4.4
[**Redacted**]



[**Redacted**]



3.2.1.7.5.4.5 Data Transfer



The C&DH subsystem shall transfer the Ancillary Data to the MDR as follows:



[**Redacted**]



3.2.1.7.5.4.6
[**Redacted**]



[**Redacted**]



3.2.1.7.5.4.7
[**Redacted**]



[**Redacted**]



3.2.1.7.5.5 Command & Telemetry Protocol



The satellite shall meet the requirements for the satellite command and telemetry protocol as
specified in the [**Redacted**]



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3.2.1.7.6 Narrowband Communications




3.2.1.7.6.1 Command Uplink



3.2.1.7.6.1.1 Uplink Bit Rate



The Command Uplink shall operate at one of two selectable rates, including all headers and other
formatting, as follows:



[**Redacted**]



3.2.1.7.6.1.2 Bit Error Rate



The Command Uplink shall provide a bit error rate not to exceed [**Redacted**].



3.2.1.7.6.1.3 Availability



The Command Uplink shall provide an availability of at least [**Redacted**].



3.2.1.7.6.1.4 Elevation Angle



The Command Uplink shall operate at elevation angles of [**Redacted**].



3.2.1.7.6.1.5 Link Margin



The Command Uplink shall meet all performance and functional requirements specified herein at EOL
with a link margin of at least [**Redacted**].



3.2.1.7.6.1.6 [**Redacted**]



[**Redacted**]



3.2.1.7.6.1.7 Modulation



The Command Uplink shall be modulated using [**Redacted**].



3.2.1.7.6.1.8 Radio Frequency



The nominal Command Uplink carrier frequency shall be [**Redacted**].



3.2.1.7.6.1.9 Antenna Coverage



Command Uplink antenna coverage shall be provided as follows:



[**Redacted**]



3.2.1.7.6.1.10 Antenna Polarization



The Command Uplink antenna shall use [**Redacted**]



3.2.1.7.6.1.11 Idle Patterns



[**Redacted**]



3.2.1.7.6.2 Telemetry Downlink



3.2.1.7.6.2.1 [**Redacted**] Telemetry Bit Rate




The Telemetry Downlink shall be at the following selectable rates, including all header and other
formatting required to structure the commands:



[**Redacted**]



3.2.1.7.6.2.2 [**Redacted**] Telemetry Bit Rate



The Telemetry Downlink shall be at a rate of [**Redacted**]



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Rev 1.0: 20 Aug 2010






3.2.1.7.6.2.3 Bit Error Rate




The Telemetry Downlink shall provide a bit error rate not to exceed [**Redacted**].



3.2.1.7.6.2.4 Availability



The Telemetry Downlink shall provide an availability of at least [**Redacted**].



3.2.1.7.6.2.5 Elevation Angle



The Telemetry Downlink shall operate at elevation angles of [**Redacted**].



3.2.1.7.6.2.6 Link Margin



The Telemetry Downlink shall meet all performance and functional requirements specified herein at
EOL with a link margin of at least [**Redacted**].



3.2.1.7.6.2.7 [**Redacted**]



[**Redacted**]



3.2.1.7.6.2.8 [**Redacted**]



[**Redacted**]



3.2.1.7.6.2.9 Modulation




	a)	 	The Telemetry Downlink shall use [**Redacted**] modulation as specified in the
[**Redacted**].

	 
	b)	 	Any processing of the original data stream before transmission shall result in a
[**Redacted**]






3.2.1.7.6.2.10 Radio Frequency




The nominal Telemetry Downlink carrier frequency shall be [**Redacted**].



3.2.1.7.6.2.11 Antenna Coverage: Special / Contingency Modes




	a)	 	Telemetry Downlink antenna coverage shall support all RF performance requirements specified
herein (e.g. all downlink rates, both real-time and stored telemetry, BER, availability,
elevation angle, etc.) with a [**Redacted**] when transmitting within [**Redacted**].

	 
	b)	 	A minimum elevation angle up to [**Redacted**] shall be permitted.






It shall be permissible to require ground commands in order to [**Redacted**] for operation in this
mode, for example to switch from [**Redacted**] to [**Redacted**]



3.2.1.7.6.2.12 Antenna Coverage: Normal Operating Modes



Telemetry Downlink antenna coverage shall support all RF performance requirements specified herein
(e.g. all downlink rates, BER, link margin, etc.) as follows:



[**Redacted**]



3.2.1.7.6.2.13 Antenna Polarization



The Telemetry Downlink antenna shall use [**Redacted**]



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3.2.1.7.6.2.14 Adjustable RF Output Power



The Telemetry Downlink shall provide the capability to adjust RF output power levels by ground
command (real-time or stored), in increments sufficient to meet the link margin and interference
limits specified in Sections 3.2.1.7.6.2.6 Link Margin and 3.1.2.1 Non-interference with Outside
Systems, at any altitude over the range specified in Section 3.2.1.1.2.1 General Orbit
Compatibility.



[**Redacted**]



3.2.1.7.7 [**Redacted**]



[**Redacted**]



3.2.1.7.7.1 [**Redacted**]



[**Redacted**]



3.2.1.7.7.1.1
[**Redacted**]



[**Redacted**]



3.2.1.7.7.1.2
[**Redacted**]



[**Redacted**]



3.2.1.7.7.1.3
[**Redacted**]



[**Redacted**]



3.2.1.7.7.1.4
[**Redacted**]



[**Redacted**]



3.2.1.7.7.1.5
[**Redacted**]



[**Redacted**]



3.2.1.7.7.1.6
[**Redacted**]



[**Redacted**]



3.2.1.7.7.1.7
[**Redacted**]



[**Redacted**]



3.2.1.7.7.1.8
[**Redacted**]



[**Redacted**]



3.2.1.7.7.1.9
[**Redacted**]



[**Redacted**]



3.2.1.7.7.1.10
[**Redacted**]



[**Redacted**]



3.2.1.7.7.1.11
[**Redacted**]



[**Redacted**]



3.2.1.7.7.1.12
[**Redacted**]



[**Redacted**]



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3.2.1.7.7.1.13
[**Redacted**]



[**Redacted**]



3.2.1.7.7.1.14
[**Redacted**]



[**Redacted**]



3.2.1.7.7.1.15
[**Redacted**]



[**Redacted**]



3.2.1.7.7.1.16
[**Redacted**]



[**Redacted**]



3.2.1.7.7.1.17
[**Redacted**]



[**Redacted**]



3.2.1.7.7.2 [**Redacted**]



[**Redacted**]



3.2.1.7.7.2.1
[**Redacted**]



[**Redacted**]



3.2.1.7.7.2.2
[**Redacted**]



[**Redacted**]



3.2.1.7.7.2.3
[**Redacted**]



[**Redacted**]



3.2.1.7.7.2.4
[**Redacted**]



[**Redacted**]



3.2.1.7.7.2.5
[**Redacted**]



[**Redacted**]



3.2.1.7.7.2.6
[**Redacted**]



[**Redacted**]



3.2.1.7.7.2.7
[**Redacted**]



3.2.1.7.7.2.8
[**Redacted**]



[**Redacted**]



3.2.1.7.7.2.9
[**Redacted**]



[**Redacted**]



3.2.1.7.7.2.10
[**Redacted**]



[**Redacted**]



3.2.1.7.7.2.11
[**Redacted**]



[**Redacted**]



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3.2.1.7.7.2.12
[**Redacted**]



[**Redacted**]



3.2.1.7.7.2.13
[**Redacted**]



[**Redacted**]



3.2.1.7.7.2.14
[**Redacted**]



[**Redacted**]



3.2.1.7.7.2.15
[**Redacted**]



[**Redacted**]



3.2.1.7.7.2.16
[**Redacted**]



[**Redacted**]



3.2.1.7.7.2.17
[**Redacted**]



[**Redacted**]



3.2.1.7.7.2.18
[**Redacted**]



[**Redacted**]



3.2.1.7.7.2.19
[**Redacted**]



[**Redacted**]



3.2.1.7.7.2.20
[**Redacted**]



[**Redacted**]



3.2.1.7.8 EPDS



3.2.1.7.8.1 Functional Requirements



The EPDS shall perform the following functions under the Conditions and Operational Scenarios
specified below:




	a)	 	Provide sufficient power to all Spacecraft Bus and Instrument equipment to






[**Redacted**]



3.2.1.7.8.2 Realistic Worst Case Conditions



EPDS performance shall be evaluated under realistic worst-case conditions [**Redacted**],
including, but not limited to:



[**Redacted**]



3.2.1.7.8.3 Operational Scenarios




	a)	 	EPDS performance shall be evaluated using the following operational scenarios for the range
of orbits specified in Section 3.2.1.1.2.1 General Orbit Compatibility. For requirements
verification, it is acceptable to perform in-depth analysis [**Redacted**]






3.2.1.7.8.4 Instrument Power



The EPDS shall provide power to the Instrument as specified in Section 3.1.3.1.3 Power Interfaces.



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3.2.1.7.8.5 [**Redacted**]




[**Redacted**]



3.2.1.7.8.6 [**Redacted**]



[**Redacted**]



3.2.1.7.8.7 [**Redacted**]



[**Redacted**]



3.2.1.7.8.8 [**Redacted**]



[**Redacted**]



3.2.1.7.9 Structures and Mechanisms



3.2.1.7.9.1 Functional Requirements



The Structure shall perform the following functions:




	a)	 	Support all Bus and Instrument equipment through all mission phases, including pre-launch,
launch, initialization, normal operations, and EOL disposal.

	 
	b)	 	[**Redacted**]






3.2.1.7.9.2 Factors and Margins of Safety



[**Redacted**]



3.2.1.7.9.3 Mechanisms



3.2.1.7.9.3.1 [**Redacted**]



[**Redacted**]



3.2.1.7.9.3.2 Accessibility



Deployment devices shall be accessible with minimum disturbance to the relative position of the
mechanisms or their thermal control hardware.



3.2.1.7.9.3.3 Thermal Constraints



There shall be no thermal constraints against the operation of any mechanism at any time during the
Satellite Mission Life such that:



[**Redacted**]



3.2.1.7.9.3.4
[**Redacted**]



[**Redacted**]



3.2.1.7.9.3.5
[**Redacted**]



[**Redacted**]



3.2.1.7.10 Thermal Control



3.2.1.7.10.1 Functional Requirements



The Thermal Control subsystem shall autonomously perform the following functions under the
Conditions and Operational Scenarios specified below:



[**Redacted**]



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3.2.1.7.10.2 Realistic Worst Case Conditions



Thermal Control Subsystem performance shall be evaluated under realistic worst-case conditions
(i.e. precluding combinations of conditions that can not physically occur), including, but not
limited to:



[**Redacted**]



3.2.1.7.10.3 Operational Scenarios




	a)	 	The Thermal Control Subsystem performance shall be evaluated using the following operational
scenarios for the range of orbits specified in Section 3.2.1.1.2.1 General Orbit
Compatibility. For requirements verification, it is acceptable to perform in-depth analysis
[**Redacted**]






3.2.1.7.10.4 [**Redacted**]




[**Redacted**]



3.2.1.7.10.4.1
[**Redacted**]



[**Redacted**]



3.2.1.7.10.4.2
[**Redacted**]



[**Redacted**]



3.2.1.7.10.4.3
[**Redacted**]



[**Redacted**]



3.2.1.7.10.4.4
[**Redacted**]



[**Redacted**]



3.2.1.7.10.4.5
[**Redacted**]



[**Redacted**]



3.2.1.7.10.4.6
[**Redacted**]



[**Redacted**]



3.2.1.7.10.4.7
[**Redacted**]



[**Redacted**]



3.2.1.7.10.4.8
[**Redacted**]



3.2.1.7.10.4.9
[**Redacted**]



[**Redacted**]



3.2.1.7.10.5 [**Redacted**]



[**Redacted**]



3.2.1.7.11 Direct Tasking



The Satellite shall provide Direct Tasking capabilities as specified below, with the following
definitions of key terms:



[**Redacted**]



3.2.1.7.11.1 [**Redacted**]



[**Redacted**]



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3.2.1.7.11.1.1
[**Redacted**]



[**Redacted**]



3.2.1.7.11.1.2
[**Redacted**]



[**Redacted**]



3.2.1.7.11.1.3
[**Redacted**]



[**Redacted**]



3.2.1.7.11.1.4
[**Redacted**]



[**Redacted**]



3.2.1.7.11.1.5
[**Redacted**]



[**Redacted**]



3.2.1.7.11.1.6
[**Redacted**]



[**Redacted**]



3.2.1.7.11.1.7
[**Redacted**]



[**Redacted**]



3.2.1.7.11.2 [**Redacted**]



[**Redacted**]



3.2.1.7.11.2.1
[**Redacted**]



[**Redacted**]



3.2.1.7.11.2.2
[**Redacted**]



[**Redacted**]



3.2.1.7.11.2.3
[**Redacted**]



[**Redacted**]



3.2.1.7.11.2.4
[**Redacted**]



[**Redacted**]



3.2.1.7.11.2.5
[**Redacted**]



[**Redacted**]



3.2.1.7.11.3 [**Redacted**]



[**Redacted**]



3.2.1.7.11.3.1
[**Redacted**]



[**Redacted**]



3.2.1.7.11.3.2
[**Redacted**]



[**Redacted**]



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3.2.1.7.11.3.3
[**Redacted**]



[**Redacted**]



3.2.1.7.11.3.4
[**Redacted**]



[**Redacted**]



3.2.1.7.11.3.5
[**Redacted**]



[**Redacted**]



3.2.1.7.11.3.6
[**Redacted**]



[**Redacted**]



3.2.1.7.11.3.7
[**Redacted**]



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3.2.1.7.11.3.8
[**Redacted**]



[**Redacted**]



3.2.1.7.11.3.9
[**Redacted**]



[**Redacted**]



3.2.1.7.11.3.10
[**Redacted**]



[**Redacted**]



3.2.1.7.11.4 [**Redacted**]



[**Redacted**]



3.2.1.7.11.4.1
[**Redacted**]



[**Redacted**]



3.2.1.7.11.4.2
[**Redacted**]



[**Redacted**]



3.2.1.7.11.4.3
[**Redacted**]



[**Redacted**]



3.2.1.7.11.4.4
[**Redacted**]



[**Redacted**]



3.2.1.7.11.4.5
[**Redacted**]



[**Redacted**]



3.2.1.7.11.4.6
[**Redacted**]



[**Redacted**]



3.2.1.7.11.4.7
[**Redacted**]



[**Redacted**]



3.2.1.7.11.4.8
[**Redacted**]



[**Redacted**]



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3.2.1.7.11.4.9
[**Redacted**]



[**Redacted**]



3.2.1.7.11.5
[**Redacted**]



3.2.1.7.11.5.1
[**Redacted**]



[**Redacted**]



3.2.1.7.11.5.2
[**Redacted**]



[**Redacted**]



3.2.1.7.11.5.3
[**Redacted**]



[**Redacted**]



3.2.1.7.11.5.4
[**Redacted**]



[**Redacted**]



3.2.1.7.11.5.5
[**Redacted**]



[**Redacted**]



3.2.1.7.11.5.6
[**Redacted**]



[**Redacted**]



3.2.1.7.11.5.7
[**Redacted**]



[**Redacted**]



3.2.2 Physical Characteristics



3.2.2.1 Size Constraints



The size of the integrated Satellite shall be compatible with the specified Launch Vehicles and
Shipping Constraints.



3.2.2.2 Mass Constraints



The total Satellite mass (including all parts of the Launch Vehicle adapter / separation mechanism
that remain with the Satellite after separation) shall not exceed the limits established by the
[**Redacted**] and the [**Redacted**].



[**Redacted**]



3.2.2.3 Shipping Constraints



The Satellite and associated Ground Support Equipment (GSE), including the shipping container,
shall be designed to allow transportation to the Launch Site via the [**Redacted**] or by
[**Redacted**] and [**Redacted**].



3.2.3 Reliability




3.2.3.1 End of Life Ps




[**Redacted**]



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3.2.3.2 [**Redacted**]




[**Redacted**]



3.2.3.3 [**Redacted**]



[**Redacted**]



3.2.3.4 Cycle-Limited Items



Items whose life is limited by the total number of operating cycles shall meet all on-orbit
performance requirements after operating for [**Redacted**] the predicted number of cycles,
including all cycles incurred during both the Mission Life and during ground testing.
Cycle-limited items shall include at a minimum:



[**Redacted**]



3.2.3.4.1 [**Redacted**]



[**Redacted**]



3.2.3.4.2 [**Redacted**]



[**Redacted**]



3.2.4 Availability and Maintainability



3.2.4.1 Fault Recovery Timeline



The Satellite equipment provided by the SSI shall be designed to allow recovery from any fault
conditions and single event upsets or latch-ups within [**Redacted**] of ground operator
intervention, with the exception of [**Redacted**], which shall take no longer than [**Redacted**]



3.2.4.2 Environmental Conditions



The Satellite shall meet all functional and performance requirements after exposure to the
following environments.



3.2.4.2.1 Launch Induced Environments




[**Redacted**]



3.2.4.2.2 On-Orbit Environments



On-orbit environments shall be consistent with operation in the Mission Orbit for the Mission Life
and shall include, at a minimum:



[**Redacted**]



3.2.4.2.3 Pre-Launch Environments



Except for any specific testing aimed at verifying the design margins, the Satellite shall not be
subjected to any environments that exceed the launch and on-orbit environments. This includes
integration and test activities, transportation, launch site processing, and the period the
Satellite is within the Launch Vehicle Fairing prior to launch.



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3.3 Satellite Design and Construction




3.3.1 General



The Satellite Design and Construction shall be performed per standard SSI practices in accordance
with the Environmental Design and Test Specification and the DigitalGlobe Space Segment
Specification Addendum, including at a minimum the following items:



[**Redacted**]



3.3.2 SEUs



[**Redacted**]



3.3.3 Immunity to Latch-Up



[**Redacted**]



3.3.4 Cleanliness and Contamination Control



[**Redacted**]



3.3.4.1 [**Redacted**]



[**Redacted**]



3.3.4.2 [**Redacted**]



[**Redacted**]



3.3.4.3 [**Redacted**]



[**Redacted**]



3.3.4.4 [**Redacted**]



[**Redacted**]



3.3.5 Safety



The Satellite shall be designed to allow for safe handling, operation, transportation, fuel loading
and pressurization through all mission phases. It shall comply with the specific requirements of
EWR 127-1, including at a minimum:



[**Redacted**]



3.3.6 [**Redacted**]



[**Redacted**]




4. VERIFICATION



Requirements verification shall be performed per standard SSI practices, in accordance with the
DigitalGlobe Space Segment Specification Addendum and the Statement of Work.



5. QUALITY ASSURANCE



Quality Assurance shall be performed per standard SSI practices, in accordance with the
DigitalGlobe Space Segment Specification Addendum and the Statement of Work.



ITAR-Controlled Document

DigitalGlobe Proprietary and Confidential

Use or disclosure of data is subject to the restriction on the title page of this document.





 


33











 




					
	BATC and DG Confidential
	 	11/1/2010
	 	Doc No. 10329669
	 	 	 	 	 






FOIA CONFIDENTIAL TREATMENT PORTIONS OF THIS EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION



WorldView 3 Payment Milestone Schedule

Exhibit 3 to WV3 Satellite Agreement # 60150




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Milestone	 	Cumulative	 	Termination
	Item #	 	Invoice Date	 	Line Item	 	Description	 	Completed	 	Value	 	Milestones	 	Liability
	1	 	[**Redacted**]	 	 	 	Milestone 1 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	2	 	[**Redacted**]	 	 	 	Milestone 2 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	3	 	[**Redacted**]	 	 	 	Milestone 3 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	4	 	[**Redacted**]	 	 	 	Milestone 4 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	5	 	[**Redacted**]	 	 	 	Milestone 5 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	6	 	[**Redacted**]	 	 	 	Milestone 6 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	7	 	[**Redacted**]	 	 	 	Milestone 7 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	8	 	[**Redacted**]	 	 	 	Milestone 8 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	9	 	[**Redacted**]	 	 	 	Milestone 9 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	10	 	[**Redacted**]	 	 	 	Milestone 10 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	e	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	11	 	[**Redacted**]	 	 	 	Milestone 11 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	12	 	[**Redacted**]	 	 	 	Milestone 12 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	13	 	[**Redacted**]	 	 	 	Milestone 13 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	14	 	[**Redacted**]	 	 	 	Milestone 14 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	15	 	[**Redacted**]	 	 	 	Milestone 15 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	e	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	16	 	[**Redacted**]	 	 	 	Milestone 16 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	17	 	[**Redacted**]	 	 	 	Milestone 17 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	18	 	[**Redacted**]	 	 	 	Milestone 18 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	19	 	[**Redacted**]	 	 	 	Milestone 19 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 






 












 







					
	BATC and DG Confidential
	 	11/1/2010
	 	Doc No. 10329669
	 	 	 	 	 





WorldView 3 Payment Milestone Schedule

Exhibit 3 to WV3 Satellite Agreement # 60150





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Milestone	 	Cumulative	 	Termination
	Item #	 	Invoice Date	 	Line Item	 	Description	 	Completed	 	Value	 	Milestones	 	Liability
	20	 	[**Redacted**]	 	 	 	Milestone 20 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	21	 	[**Redacted**]	 	 	 	Milestone 21 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	22	 	[**Redacted**]	 	 	 	Milestone 22 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	23	 	[**Redacted**]	 	 	 	Milestone 23 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	24	 	[**Redacted**]	 	 	 	Milestone 24 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	25	 	[**Redacted**]	 	 	 	Milestone 25 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	26	 	[**Redacted**]	 	 	 	Milestone 26 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	27	 	[**Redacted**]	 	 	 	Milestone 27 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	28	 	[**Redacted**]	 	 	 	Milestone 28 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	29	 	[**Redacted**]	 	 	 	Milestone 29 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	30	 	[**Redacted**]	 	 	 	Milestone 30 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	31	 	[**Redacted**]	 	 	 	Milestone 31 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	32	 	[**Redacted**]	 	 	 	Milestone 32 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 






 












 







					
	BATC and DG Confidential
	 	11/1/2010
	 	Doc No. 10329669
	 	 	 	 	 




WorldView 3 Payment Milestone Schedule

Exhibit 3 to WV3 Satellite Agreement # 60150






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Milestone	 	Cumulative	 	Termination
	Item #	 	Invoice Date	 	Line Item	 	Description	 	Completed	 	Value	 	Milestones	 	Liability
	33	 	[**Redacted**]	 	 	 	Milestone 33 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	34	 	[**Redacted**]	 	 	 	Milestone 34 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	35	 	[**Redacted**]	 	 	 	Milestone 35 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	36	 	[**Redacted**]	 	 	 	Milestone 36 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	37	 	[**Redacted**]	 	 	 	Milestone 37 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	38	 	[**Redacted**]	 	 	 	Milestone 38 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	b	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	c	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	d	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	39	 	[**Redacted**]	 	 	 	Milestone 39 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
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	40	 	[**Redacted**]	 	 	 	Milestone 40 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 	 	 
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	41	 	[**Redacted**]	 	 	 	Milestone 41 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
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	42	 	[**Redacted**]	 	 	 	Milestone 42 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
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	43	 	[**Redacted**]	 	 	 	Milestone 43 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
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	 	 	 	 	b	 	[**Redacted**]
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	44	 	[**Redacted**]	 	 	 	Milestone 44 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
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	 	 	 	 	b	 	[**Redacted**]
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	45	 	[**Redacted**]	 	 	 	Milestone 45 Total Value
	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	 	 	 	 	a	 	[**Redacted**]
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	 	 	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
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	 	 	 	 	a	 	[**Redacted**]
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	 	 	 	 	 	 	TOTALS
	 	 	 	$180,575,000	 	$180,575,000	 	$180,575,000








 














 




FOIA CONFIDENTIAL TREATMENT REQUESTED




PORTIONS OF THIS EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION



Exhibit 4 to Agreement 60150

Doc No. 10329659




Exhibit 4 to Agreement #60150




WORLDVIEW 3 SATELLITE SOFTWARE LICENSE AGREEMENT




THIS LICENSE AGREEMENT (“License”) made this XXth day of August, 2010 (“Effective Date”) by
and between Ball Aerospace & Technologies Corp, having an office 1600 Commerce Street, Boulder,
Colorado 80301 (hereinafter called “Contractor”) and DigitalGlobe, Inc., having an office at 1601
Dry Creek Drive, Suite 260, Longmont, Colorado 80503 (hereinafter called “Customer”). As used in
this License Agreement, “Party” means either Customer or Contractor as appropriate, and “Parties”
means Customer and Contractor.



WHEREAS, Contractor has developed flight and ground computer software and source code that is
required to support the WorldView 3 (“WV3”) Satellite being built by Contractor under the Satellite
Purchase Agreement 60150 (the “Agreement”); and



WHEREAS, Contractor is willing to grant Customer a license to use the WorldView3 Program
Software and Customer desires to be granted a license to use the WorldView3 Program Software and
source code for its use in association with [**Redacted**] the WV3 Satellite, which it is
purchasing under the Agreement; and



WHEREAS, the Parties desire to set forth the rights granted with respect to the WorldView
Program Software.



NOW THEREFORE, for good and valuable consideration set forth in the Agreement, and in
consideration of the mutual terms and conditions herein contained, the Parties agree as follows:




	1.	 	Description of Licensed Materials

	 
	 	 	The licensed materials consist of:

	 
	 	 	[**Redacted**]

	 
	 	 	Licensed materials are:







a. computer software in machine-readable form (“Software”)




b. source code relating to the WorldView 3 Satellite Software (“Source Code”).



Page 1 of 5

CONFIDENTIAL AND PROPRIETARY




 


 









 





Exhibit 4 to Agreement 60150

Doc No. 10329659






	2.	 	Right to Use

	 
	 	 	Subject to the terms, conditions and limitations of this License, Contractor hereby grants
to Customer and Customer hereby accepts a [**Redacted**] (by [**Redacted**]),
[**Redacted**] (except under the conditions identified in Section 27.1 of the Agreement),
[**Redacted**] (except as specified in Section 4(c), [**Redacted**] to use:







(a) the Software in the WorldView-3 Satellite; and




(b) the Software in the ground processing equipment used for the WV3 Satellite at
any Customer facility, any US government owned ground station, and any facility that
supports Customer’s Direct Access Program; and




Customer shall have no right to [**Redacted**] to Software or Source Code or [**Redacted**]
with other computer [**Redacted**], except as provided in paragraphs 4(d), 4(e), and 4(f).
Customer agrees that it will not attempt to do so. Customer expressly agrees that it shall
not use the [**Redacted**] contained in the Software or the Source Code except for the
purposes and uses authorized by this License.




	3.	 	Confidentiality







The Software and Source Code are valuable assets to Contractor and are Contractor’s
confidential and proprietary information. The Non-Disclosure Agreement that the Parties
entered into pursuant to Exhibit 5 of the Agreement will govern the obligations of the
Parties with respect to the treatment of the confidential Software and Source Code. The
period limiting the use and disclosure of the Software and Source Code is extended to live
[**Redacted**] from the date of receipt of the Software and/or the Source Code.




The provisions of this clause shall survive the completion and/or termination of this
License and/or the Agreement.




	4.	 	Copying and Modifications







(a) Customer may make copies of the Software in machine-readable form and Source Code in
support of its own use of the Software and Source Code as permitted by this License
Agreement, provided all copyright notices and confidential/proprietary markings are
maintained and reproduced.




(b) Customer may not remove, must reproduce and include all copyright notices and
confidential/proprietary notices of Contractor on any copy of all or any portion of the
Software. All copies shall be subject to the terms and conditions of this License.



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CONFIDENTIAL AND PROPRIETARY





 


 









 







Exhibit 4 to Agreement 60150

Doc No. 10329659





(c) Except as set forth in this Section 4(c), Customer shall not sublicense, resell,
license, or distribute the Software or Source Code to any third party. Customer may
distribute the Software or the Source Code only to a third party (the “Sublicense”)
engaged by Customer to support the WV-3 Satellite and ground processing associated with the
WV-3 Satellite, including; a. U.S. government owned ground stations and b. ground stations
associated with Customer’s Direct Access Program, provided that (1) Sublicensee agree to be
bound by all obligations, restrictions, and limitations set forth in the License Agreement:
provided, however, that such Sublicensee shall have no right to further sublicense or
distribute the Software or the Source Code to any other third party; and (2) Customer
notifies Contractor or the identities of such Sublicensees.




(d) In the event that the Source Code Escrow account is exercised pursuant to Section 17.6
of the Agreement, Customer may make modifications to the Software after the WV3 Instrument
has been launched. Such modifications may correct defects in the Software, or may provide
software [**Redacted**] conditions, which occur, or may represent enhancements as warranted
to improve [**Redacted**] operations. If requested by Contractor, Customer shall provide
to Contractor a report of the modifications, which may be a copy of the modified Software
or Source Code, as applicable, or a list of the changes.




(e) Customer may use the WV3 Instrument Software, including [**Redacted**] at any time to
develop ground operations software, including ground operations software in support of: a.
U.S. government owned ground station(s) and/or b. Customer’s Direct Access Program, for
WorldView Satellites built for Customer by Contractor. Use of such Software or Source Code
to support Satellites built by third party competitors is subject to prior written approval
of Contractor.




(f) Customer may make changes to the ground software in order to tune, update, extend the
functionality, and investigate WorldView Satellite anomalies, which may include
modifications ot the underlying flight software source code or algorithms.




	5.	 	Ownership







Customer agrees that [**Redacted**] of the Software or the Source Code of any copyright
rights therein. Title to and ownership of the Software and the Source Code furnished to
Customer and all copyright rights herein are, and shall at all times remain, the property
[**Redacted**].




Customer shall retain sole title or ownership to any enhancements made to the Software in
accordance with Section 4.f of this License.




	6.	 	Transfer of Rights







Customer shall not sell, assign or otherwise transfer its right to use the Software or
Source Code to a third party except upon the conditions identified in Section 26.1 of the
Agreement.



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CONFIDENTIAL AND PROPRIETARY




 


 









 







Exhibit 4 to Agreement 60150

Doc No. 10329659





	7.	 	Consideration







The Software and the Source Code are furnished in association with the supply by Contractor
of certain equipment and services under the Agreement. No separate consideration is
provided for the rights granted hereunder, and accordingly this license shall be royalty
free.




	8.	 	Warranty and Remedies







The provision in Section 15.3 of the Agreement that titled Contractor Warranties for
Contract Deliverables, shall apply.




	9.	 	Terms and Termination







(a) This License Agreement shall extend for the duration of WV-3 Satellite development,
launch, and on-orbit operations and shall be extended for an additional term only upon
mutual written agreement by the Parties. However, in the event that Customer procures and
then launches additional WorldView satellites, upon mutual written agreement of the
Parties, this License shall be extended for the development, launch, and on-orbit
operations of such satellites being built for Customer by Contractor.




(b) Contractor shall be entitled to terminate Customer’s rights under this License
Agreement in the event Customer is in material breach of any of the terms and conditions of
this License. In the event of termination of this License for any reason, Customer shall,
except to the extent Software has been incorporated into satellites already launched by
Customer or in operational elements of Customer ground system, promptly either return the
Software and Source Code to Contractor, or at the request of Contractor, destroy the
Software and Source Code and all copies, including the archived copy referenced in Section
4(a) above, and certify in writing to Contractor that such has been done, and Customer
shall make no further use of the Software or Source Code.




	10.	 	Proprietary Rights







The Software and the Source Code are valuable assets of Contractor and are Contractor’s
proprietary and confidential information. Customer agrees not to attempt to reverse
engineer, recompile, disassemble or rewrite the Software or the Source Code or any portion
thereof except as permitted by the terms of this License.




	11.	 	Additional Rights of Contractor-Obligations of Customer







(a) Customer acknowledges that Contractor shall at all times be entitled to control the use
of the Software and the Source Code, and accordingly, Customer agrees not to allow third
parties, other than subcontractors and consultants
engaged by Customer to support the WV-3 Satellite pursuant to Sections 3 and 4(c) of this
License, to have access to the Software or the Source Code.




(b) Subject to obtaining the required security and related clearances, Contractor shall at
reasonable times during normal business hours and upon reasonable notice to Customer have
the right to inspect the records of Customer, pertaining to the use of the Software and
Source Code, to assure itself that Customer is complying with the terms and conditions of
this License. The cost of such inspection shall be paid for by Contractor.



Page 4 of 5

CONFIDENTIAL AND PROPRIETARY




 


 









 







Exhibit 4 to Agreement 60150

Doc No. 10329659





	12.	 	Injunctive Relief







Customer acknowledges and agrees that Contractor will be irreparably harmed if Customer
violates the confidentiality obligations of this License or uses the Software or the Source
Code contrary to the limitations and restrictions set forth in this License Agreement.
Customer agrees that Contractor shall be entitled to injunctive relief and specific
performance without the necessity of showing actual damages.




	13.	 	Liability







Section 26.13 of the Agreement, titled Limitation of Liability, of the Agreement shall
apply to this License.




	14.	 	Dispute-Applicable Law







This License shall be governed and construed in accordance with the laws of the State of
Colorado, without regard to its conflict of laws provisions.




	15.	 	Export Control







If the Software or the Source Code is exported outside the United States, Customer has the
sole responsibility and obligation to obtain all necessary consents, licenses and/or
approvals which may be required in connection therewith.




	16.	 	Construction







This License has been negotiated by the respective Parties hereto and the language of this
License shall not be construed for or against any Party as a result of the Party having
drafted this License.




	17.	 	Entire Agreement







This License constitutes the entire understanding of the Parties with respect to the
subject matter of this License and supersedes all prior contemporaneous agreements or
understandings. By signing this License each Party represents to the other that it has the
authority to sign and that this License is enforceable against it in accordance with its
terms.



IN WITNESS WHEREOF, the Parties have signed this License on the date set forth below:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DIGITALGLOBE, INC.	 	 	 	BALL AEROSPACE & TECHNOLOGIES CORP.	 	 





[**Redacted**]


Page 5 of 5

CONFIDENTIAL AND PROPRIETARY





 


 











 




FOIA CONFIDENTIAL TREATMENT REQUESTED



PORTIONS
OF THIS EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION




Exhibit 5 to Agreement # 60150

Doc No. 10329665




Exhibit 5 to Agreement #60150




	 	 	 
	

	 	Bilateral Nondisclosure Agreement

Ball Aerospace & Technologies Corp. and
DigitalGlobe Inc.






THIS AGREEMENT is effective on August 17, 2010 (hereinafter called the “Effective Date”) between
BALL AEROSPACE & TECHNOLOGIES CORP., having a principal place of business at 10 Longs Peak Drive,
Broomfield, Colorado 80021 (hereinafter called the “Disclosing Party” or the “Receiving Party,” as
applicable) and DigitalGlobe Inc.(DigitalGlobe) having a principal place of business at1601 Dry
Creek Drive, Suite 260 Longmont, Colorado 80593 (hereinafter called the “Disclosing Party” or the
“Receiving Party,” as applicable).



IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED HEREIN, the parties agree as
follows:




	1.	 	Purpose. The purpose of the exchange of information between the parties is to
enable the parties’ performance of the WorldView 3 Satellite System contract. This Agreement
imposes no obligation upon either party to supply any Proprietary Information to the other
party, and the parties will attempt to limit the scope of Proprietary Information
exchanged hereunder, disclosing only what is necessary to accomplish the above-stated purpose.







	2.	 	Identification and Marking of Proprietary Information. As used in this Agreement,
the term “Proprietary Information” means the whole or any portion or phase of any scientific
or technical information, not limited to all pricing, design, process, procedure, formula, or
improvement; confidential business or financial information; listing of names, addresses, or
telephone numbers; or other information that is: (i) reduced to writing or other documentary
form or other tangible medium of expression, whether in human readable or machine readable
form, and is identified as Proprietary Information with an appropriate legend; (ii) obtained
through verbal or visual disclosure or inspection of apparatus or processes, provided that
such information is specifically identified by the Disclosing Party as being proprietary and
is subsequently confirmed by a written document, which may be delivered in physical form or
via e-mail or similar electronic medium, within thirty (30) days after its initial disclosure;
or (iii) derived by the Receiving Party from any of the foregoing. No written document or
other material will be designated as Proprietary Information that is not, in good faith,
believed to contain proprietary data or information.







	3.	 	Exceptions to Proprietary Information. Proprietary Information shall not include
information that:







	 	a)	 	is publicly known at the time of disclosure under this Agreement, or becomes publicly
known after disclosure without breach of this Agreement by the Receiving Party;







	 	b)	 	prior to disclosure under this Agreement was already in the possession of the Receiving
Party as established by documentary evidence dated prior to the date of disclosure;







	 	c)	 	after disclosure under this Agreement is obtained from a third party who is rightfully
in possession of such information and not subject to a confidentiality obligation with
respect to said information, or







	 	d)	 	is independently developed by or for the Receiving Party without use of or recourse to
the Proprietary Information of the Disclosing Party.






The fact that individual elements of the Disclosing Party’s Proprietary Information may come
within the above exceptions shall not relieve the Receiving Party of its obligations hereunder
unless all elements and their specific combinations disclosed in such Proprietary Information come
within the above exceptions.


 


 









 






	4.	 	Disclosure Period and Duration of Confidentiality Obligation. Proprietary
Information may be disclosed hereunder for a period of [**Redacted**] from the Effective Date.
Either party may, upon the provision of thirty (30) days written notice, inform the other
party that it is terminating this Agreement prior to the expiration of the disclosure period
set forth above. However, termination of this Agreement shall not affect the rights and
obligations of either party with respect to Proprietary Information disclosed hereunder prior
to termination. Each party’s obligations not to disclose or use Proprietary Information shall
terminate upon the first to occur of the following events: (1) [**Redacted**] elapse from the
date of the last disclosure of Proprietary Information hereunder, or (2) when all Proprietary
Information of the Disclosing Party comes within the exceptions set forth in paragraph 3.







	5.	 	Limitations on Use and Disclosure. The Receiving Party shall not, without the prior
written consent of the Disclosing Party: (i) use Proprietary Information other than for the
purpose specified above and then only for the benefit of the Disclosing Party or (ii) disclose
Proprietary Information to persons, including the U.S. Government or related organizations
except as provided for herein, other than the Receiving Party’s employees who have a need to
know such Proprietary Information in order to carry out the purpose set forth above and who
have entered into agreements which obligate them not to use or disclose Proprietary
Information received from third parties.







	6.	 	Copying and Reverse Engineering Prohibited. The Receiving Party shall not
reproduce or make copies, models, or replicas of the Proprietary Information of the Disclosing
Party in addition to those provided without the prior written consent of the Disclosing Party,
except and only to the extent that reproduction or copying is required to accomplish the
purpose contemplated by this Agreement. All such authorized copies made shall be marked as
Proprietary Information of the Disclosing Party. In the event Proprietary Information is
furnished in the form of tangible property, such as sample product, or computer software, the
Receiving Party agrees not to analyze, decompile, disassemble, decode, redesign, reverse
engineer, or otherwise reproduce such tangible property or computer software, or attempt to do
so, or permit a third party to take possession of such property or software.







	7.	 	Marking of Derivative Proprietary Information. The Receiving Party shall mark all
notes, translations, and other documents prepared by it that incorporate all or any portion of
the Proprietary Information of the Disclosing Party with a legend identifying such notes,
translations, and documents as containing Proprietary Information of the Disclosing Party.







	8.	 	Ownership of Modifications and Improvements to Proprietary Information. The parties
agree that all modifications and improvements to the subject matter of the Disclosing Party’s
Proprietary Information conceived during the course of discussions hereunder shall be owned by
the Disclosing Party. The Receiving Party hereby assigns to the Disclosing Party all right,
title, and interest it may have in such modifications and improvements and agrees to promptly
execute all documents required to evidence the Disclosing Party’s legal ownership thereof.
All modifications and improvements covered by this paragraph shall also be considered
Proprietary Information hereunder.







	9.	 	Acknowledgement of Potential Future Competition. Each party understands and
acknowledges that the other party may concurrently, or in the future, be internally developing
information that may be similar to the Disclosing Party’s Proprietary Information.
Accordingly, provided the Receiving Party complies with the terms and conditions of this
Agreement, the Receiving Party shall not be precluded from developing products, processes,
services, or computer software for itself or others that may compete with the products,
processes, services, or computer software contemplated by the Disclosing Party’s Proprietary
Information.







	10.	 	Limited Effect of Agreement. No license or conveyance of any rights under any
discoveries, inventions, patents, copyrights (published or unpublished), trade secrets, or
other intellectual property rights of the Disclosing Party are granted to the Receiving Party,
or implied by this Agreement or the exchange of Proprietary Information between the parties.
Nothing in this Agreement or the course of dealings between the parties shall be construed to
obligate either party to purchase any goods or services from the other party, or obligate
either party to sell goods or services to the other party. This Agreement is not intended to
constitute, create, or give effect to a joint venture, partnership, or formal business entity
of any kind. Nothing herein shall be construed as providing for the sharing of profits or
losses between the parties. Each party shall act as an independent contractor and not as an
agent of the other party for any purpose whatsoever, and neither shall have any authority to
bind the other, except as specifically set forth herein.





 


 









 






	11.	 	Designated Recipients of Proprietary Information and Contractual Notices: All Proprietary Information
exchanged hereunder shall be forwarded to the individuals designated below. However, all properly marked
Proprietary Information shall be afforded the protection of this Agreement even if furnished to individuals
other than the designated recipients or their delegate(s):.






	 	 	 	 	 	 	 
	Ball Aerospace & Technologies Corp.	 	Name of Organization:	 	DigitalGlobe Inc.
	Attention:

	 	[**Redacted**]
	 	Attention:
	 	[**Redacted**]
	Address:

	 	1600 Commerce Street
	 	Address:
	 	1601 Dry Creek Drive, Suite 260
	 
	 	 	 	 	 	 
	Telephone:

	 	 	 	Telephone:	 	 
	[**Redacted**]

	 	Boulder, Colorado 80306
	 	[**Redacted**]
	 	Longmont, Colorado 80593
	E-Mail:

	 	[**Redacted**]
	 	E-Mail:
	 	[**Redacted**]






	 	 	All contractual or administrative notices furnished hereunder shall be forwarded to the individuals
designated below or their delegate(s).






	 	 	 	 	 	 	 
	Ball Aerospace & Technologies Corp.

	 	DigitalGlobe Inc.	 	 
	Attention:

	 	[**Redacted**]
	 	Attention:
	 	[**Redacted**]
	 

	 	1600 Commerce Street
	 	 	 	1601 Dry Creek Drive Suite 260
	Address:

	 	Boulder Colorado 80301
	 	Address:
	 	Longmont, Colorado 80503
	Telephone:

	 	[**Redacted**]
	 	Telephone:
	 	[**Redacted**]
	E-Mail:

	 	[**Redacted**]
	 	E-Mail:
	 	[**Redacted**]







	 	 	Either party may change its above-listed designated recipients or their contact information by providing
written notice of the change to the other party.







	12.	 	Return or Destruction of Proprietary Information. Upon termination or
expiration of this Agreement, whichever first occurs, or promptly after receiving a request
from the Disclosing Party, the Receiving Party shall, at the Disclosing Party’s option, return
all of the Disclosing Party’s Proprietary Information, or certify that it has destroyed all
such Proprietary Information and all copies thereof. The Receiving Party shall also return or
destroy all other documents containing any portion of the Disclosing Party’s Proprietary
Information, as well as all notes, summaries, translations, abstracts, and synopses thereof or
relating thereto. Return or destruction of Proprietary Information pursuant to this paragraph
shall not act to relieve either party of its obligations regarding disclosure or use set forth
herein.







	13.	 	Duty of Care Required. Each party shall protect and preserve the confidentiality of
Proprietary Information disclosed hereunder using the same degree of care that it uses in
protecting its own Proprietary Information, but not less than the degree of care that would be
used by a reasonable and prudent business person. Neither party shall be liable in damages for
inadvertent disclosure of Proprietary Information received hereunder as long as the
above-described standard of care has been exercised in its handling, and provided that the
Receiving Party shall, upon discovery of any unauthorized use or disclosure of Proprietary
Information by its organization, promptly notify the Disclosing Party and endeavor to prevent
any further unauthorized use or disclosure. In the event Proprietary Information of a third
party is disclosed hereunder, the Disclosing Party represents that it is authorized to make
the disclosure, and the Receiving Party agrees to treat such Proprietary Information in the
manner specified for treatment of the Disclosing Party’s Proprietary Information.







	14.	 	Compelled Disclosure. In the event the Receiving Party is directed to disclose the
Disclosing Party’s Proprietary Information by a court order or other governmental action, it
shall: (i) promptly notify the Disclosing Party of the court order or governmental action to
provide the Disclosing Party with a reasonable opportunity to protect its Proprietary
Information; (ii) at the request and sole expense of the Disclosing Party, cooperate
reasonably with the Disclosing Party’s efforts to contest or limit the scope of such order or
action; and (iii) limit any disclosure to the minimum that will comply with such order or
action.





 


 









 










1. BILATERAL—DOMESTIC NDA FORM (QSF 0537A)—ISSUES LABELED—Page 4





	15.	 	Requirements for Disclosure to U.S. Government. Proprietary Information may be
disclosed to the U.S. Government by the Receiving Party only if: (i) the purpose set forth in
Paragraph 1 above requires the disclosure; (ii) the Disclosing Party consents to the
disclosure; (iii) the Receiving Party identifies the Proprietary Information at the time of
disclosure as the Proprietary Information of the Disclosing Party; and (iv) the Receiving
Party marks the Proprietary Information strictly in accordance with the applicable
requirements of Parts 15 and 27, and the relevant Part 52 solicitation provisions and contract
clauses, of the Federal Acquisition Regulation (FAR) and/or any applicable, parallel
requirements contained in any pertinent agency FAR supplement.







	16.	 	Export Control Limitations. The Receiving Party shall not export (including
sending or taking out of the U.S. and disclosing or providing access to a “foreign person” as
defined in 22 CFR 120.16, located anywhere) any technical information furnished by the
Disclosing Party without first complying with all requirements of the International Traffic in
Arms Regulations and the Export Administration Regulations, including the requirement for
obtaining an export license, if applicable. The Receiving Party shall first obtain the written
consent of the Disclosing Party prior to submitting any request for authority to export any
such technical information. The Receiving Party shall defend, indemnify, and hold the
Disclosing Party harmless from all claims, demands, damages, costs, fines, penalties,
attorney’s fees, and other expenses and costs arising from its failure to comply with this
paragraph, or any applicable U.S. export control statutes or regulations.







	17.	 	Handling of Classified Material. Any U.S. government classified documents or
information disclosed hereunder shall be handled in accordance with the National Industrial
Security Program Operating Manual (NISPOM) [**Redacted**], its supplements, and other applicable
U.S. government security statutes and regulations.







	18.	 	Assignment. Neither this Agreement, nor the rights conferred and obligations imposed
hereunder, may be transferred or assigned without the prior written consent of the
non-assigning party.







	19.	 	Disclaimer of Implied Warranties. NEITHER PARTY GRANTS ANY WARRANTY OR GUARANTEE, OR
MAKES ANY REPRESENTATION WITH RESPECT TO ANY DISCLOSED INFORMATION, EITHER EXPRESSED, IMPLIED,
OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. Neither party provides any warranty or guarantee that the
other party’s use of Proprietary Information received under this Agreement will be free from
claims by nonparties for infringement or misappropriation of intellectual property rights.
No right of use is warranted by either party by the furnishing of Proprietary Information
hereunder, and neither party provides any warranty or guarantee that its Proprietary
Information is complete, accurate, or free from defects.







	20.	 	Availability of Injunctive Relief. Each party acknowledges that: (i) Proprietary
Information of the other party may be disclosed hereunder on a confidential basis; (ii) any
unauthorized use or release of Proprietary Information will allow the Receiving Party or third
parties to unfairly compete with the Disclosing Party causing irreparable harm to the
Disclosing Party; and (iii) due to the unique nature of the Proprietary Information, an award
of monetary damages will not be an adequate remedy for its improper use or disclosure.
Therefore, each party agrees that in the event of a breach or threatened breach of any
material provision of this Agreement, the Disclosing Party shall be entitled to enforce such
provision through appropriate injunctive relief: (i) without the necessity of proving that it
has incurred losses or suffered damages from the breach, (ii) without the necessity of posting
any bond or other security, and (iii) in addition to any other rights or remedies it may have
at law, such as an award of monetary damages (if properly proven), or in equity, such as
specific performance.







	21.	 	Waiver. The waiver of any provision of this Agreement by either Party or the failure
of either Party to require performance of any provision of this Agreement shall not be
construed as a waiver of the right to insist on strict contractual performance at some other
time. The waiver by either Party of any right created by this Agreement in one or more
instances shall not be construed as a continuing waiver of such right or any other right
created by this Agreement.







	22.	 	Severability. The provisions of this Agreement are severable and if any provision
hereof is determined to be invalid, illegal, or unenforceable, in whole or in part, the
validity, legality, and enforceability of any of the remaining provisions or portions hereof
shall not in any way be affected or impaired thereby and shall nevertheless continue to be
binding on the parties. Any such invalid, illegal, or unenforceable provision shall be changed
and interpreted so as to best accomplish the objectives of such provision within the limits of
applicable law.





 


 









 






	23.	 	Paragraph Headings. Paragraph headings are inserted for reference purposes and
convenience of use only and shall not affect the construction or interpretation of this
Agreement.







	24.	 	Governing Law. This Agreement shall be construed in accordance with, and the rights
of the parties shall be governed by, the laws of the State of Colorado.







	25.	 	Modification and Execution Procedure. No change, modification, alteration, or
addition to any provision shall be binding unless in writing and signed by authorized
representatives of both parties. This Agreement may be signed in one or more counterparts
(including faxed copies), each of which shall be deemed one and the same original document.







	26.	 	Entire Agreement. This Agreement shall apply in lieu of and notwithstanding the
contents of any specific legend or statement associated with any particular information or
material exchanged. The duties of the parties shall be determined exclusively by the terms and
conditions of this Agreement, which constitutes the complete understanding between the parties
with respect to the subject matter hereof and supersedes any previous oral or written
agreement with respect thereto.






	 	 	 	 	 	 	 
	BALL AEROSPACE & TECHNOLOGIES CORP.	 	DigitalGlobe, Inc
	 
	 	 	 	 	 	 
	[**Redacted**]