exv10w2






Exhibit 10.2



Portions of this exhibit marked “[***Redacted***]” have been omitted pursuant to a request for
confidential treatment filed separately with the Securities and Exchange Commission.


EXECUTION COPY




SATELLITE PURCHASE AGREEMENT #8862




BY AND BETWEEN




DIGITALGLOBE, INC.




AND




BALL AEROSPACE & TECHNOLOGIES CORP.




October 2, 2006




PROPRIETARY NOTICE



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 AND SHALL NOT BE PUBLISHED OR DISCLOSED TO ANY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




 









 





EXECUTION COPY




TABLE OF CONTENTS




SATELLITE PURCHASE AGREEMENT




TERMS AND CONDITIONS




	 	 	 
	EXHIBIT A -

	 	DIGITALGLOBE WORLDVIEW-2 SATELLITE SPECIFICATION — WV675 (including DigitalGlobe WV-2 Space Segment Specification Addendum — WV899) (collectively, “Satellite Specification”)
	 
	 	 
	EXHIBIT B -

	 	STATEMENT OF WORK FOR THE WORLDVIEW-2 SATELLITE (“Statement of Work”)
	 
	 	 
	EXHIBIT C -

	 	MILESTONE PAYMENT AND TERMINATION LIABILITY SCHEDULE
	 
	 	 
	EXHIBIT D -

	 	PERFORMANCE PAYMENT CRITERIA AND SCHEDULE






 









 





TABLE OF CONTENTS




TERMS AND CONDITIONS




	 	 	 	 	 
	1. DEFINITIONS AND CONSTRUCTION
	 	 	4	 
	1.1. CERTAIN DEFINITIONS
	 	 	4	 
	1.2. OTHER TERMS
	 	 	7	 
	1.3. INTEGRATION AND CONSTRUCTION
	 	 	8	 
	1.4. HEADINGS
	 	 	8	 
	2. SCOPE OF WORK
	 	 	8	 
	2.1. GENERAL
	 	 	8	 
	2.2. CONTRACTOR WORK COMMITMENT
	 	 	8	 
	3. CONTRACT PRICE
	 	 	8	 
	3.1. CONTRACT PRICE
	 	 	8	 
	3.2. CHANGES IN CONTRACT PRICE
	 	 	9	 
	3.3. TAXES AND DUTIES
	 	 	9	 
	4. PAYMENT
	 	 	10	 
	4.1. REQUESTS FOR PAYMENT AND INVOICES
	 	 	10	 
	4.2. PAYMENT
	 	 	10	 
	4.3. DISPUTED AMOUNTS
	 	 	11	 
	4.4. SET OFF
	 	 	11	 
	4.5. LATE PAYMENT
	 	 	11	 
	4.6. MILESTONES NUMBER 29 AND 30
	 	 	11	 
	5. ACCESS TO WORK
	 	 	12	 
	5.1. FACILITIES
	 	 	12	 
	5.2. NO RELIEF
	 	 	12	 
	5.3. WORKERS COMPENSATION AND EMPLOYER’S LIABILITY
	 	 	12	 
	6. DELIVERY
	 	 	12	 
	7. DESIGN REVIEW; INSPECTION AND FINAL ACCEPTANCE
	 	 	13	 
	8. TITLE AND RISK OF LOSS
	 	 	13	 
	9. EXCUSABLE DELAY
	 	 	13	 
	9.1. EXCUSABLE DELAY DEFINED
	 	 	13	 
	9.2. EQUITABLE ADJUSTMENTS
	 	 	14	 
	9.3. MAXIMUM EXCUSABLE DELAY
	 	 	14	 
	10. IN-ORBIT PERFORMANCE PAYMENTS
	 	 	14	 
	10.1. TOTAL AMOUNT AT RISK
	 	 	14	 
	10.2. IN-ORBIT PERFORMANCE PAYMENTS
	 	 	14	 
	10.3. CALCULATION AND EARNING OF PERFORMANCE AMOUNTS
	 	 	14	 
	10.4. DISPUTED PERFORMANCE
	 	 	14	 
	11. CORRECTIVE MEASURES IN SATELLITE AND OTHER CONTRACT DELIVERABLES
	 	 	15	 
	11.1. NOTICE OF DEFECTS
	 	 	15	 
	11.2. DUTY TO CORRECT
	 	 	15	 
	12. CHANGES IN SCOPE OF WORK
	 	 	16	 
	12.1. CHANGES DIRECTED BY CUSTOMER
	 	 	16	 
	12.2. CHANGES REQUESTED BY CUSTOMER
	 	 	17	 
	12.3. CHANGES REQUESTED BY CONTRACTOR
	 	 	17	 
	12.4. PRICING OF CHANGES
	 	 	18	 
	12.5. DELAYS CAUSED BY CUSTOMER
	 	 	18	 






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TERMS AND CONDITIONS





	 	 	 	 	 
	13. PERMITS AND LICENSES; COMPLIANCE WITH LAWS
	 	 	18	 
	13.1. UNITED STATES PERMITS, LICENSES, AND LAWS
	 	 	18	 
	13.2. REVIEW OF APPLICATIONS
	 	 	19	 
	13.3. VIOLATIONS OF LAW
	 	 	19	 
	14. SUBCONTRACTS
	 	 	19	 
	14.1. SUBCONTRACTS
	 	 	19	 
	14.2. NO PRIVITY OF CONTRACT
	 	 	19	 
	14.3. ASSIGNMENT OF SUBCONTRACTS
	 	 	20	 
	14.4. CONTRACTOR’S DUTIES WITH RESPECT TO SUBCONTRACTORS
	 	 	20	 
	15. PERSONNEL AND KEY PERSONNEL
	 	 	20	 
	15.1. PERSONNEL QUALIFICATIONS
	 	 	20	 
	15.2. KEY PERSONNEL POSITIONS
	 	 	20	 
	15.3. ASSIGNMENT OF KEY PERSONNEL
	 	 	20	 
	16. CONTRACTOR’S REPRESENTATIONS, COVENANTS, AND WARRANTIES
	 	 	21	 
	16.1. ORGANIZATION; GOOD STANDING AND QUALIFICATION
	 	 	21	 
	16.2. AUTHORIZATION
	 	 	21	 
	16.3. CONTRACTOR WARRANTIES FOR CONTRACT DELIVERABLES
	 	 	21	 
	16.4. REMEDIES
	 	 	22	 
	17. CUSTOMER’S REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	23	 
	17.1. ORGANIZATION; GOOD STANDING AND QUALIFICATION
	 	 	23	 
	17.2. AUTHORIZATION
	 	 	23	 
	17.3. INTELLECTUAL PROPERTY
	 	 	24	 
	18. INTELLECTUAL PROPERTY RIGHTS
	 	 	24	 
	18.1. CONTRACTOR FURNISHED/DEVELOPED TECHNOLOGY AND DATA
	 	 	24	 
	18.2. CUSTOMER DEVELOPED TECHNOLOGY AND DATA
	 	 	25	 
	18.3. FUTURE LICENSES
	 	 	25	 
	18.4. CONTRACTOR INTELLECTUAL PROPERTY INDEMNITY
	 	 	25	 
	18.5. CUSTOMER INTELLECTUAL PROPERTY INDEMNITY
	 	 	25	 
	18.6. SOURCE CODE ESCROW
	 	 	26	 
	18.7. SOFTWARE LICENSE
	 	 	26	 
	18.8. INTELLECTUAL PROPERTY REPRESENTATION
	 	 	27	 
	19. INDEMNIFICATION
	 	 	27	 
	19.1. CONTRACTOR’S INDEMNIFICATION
	 	 	27	 
	19.2. CUSTOMER’S INDEMNIFICATION
	 	 	27	 
	19.3. INDEMNIFICATION PROCEDURES
	 	 	28	 
	19.4. WAIVER OF SUBROGATION
	 	 	29	 
	20. LIQUIDATED DAMAGES FOR LATE DELIVERY
	 	 	29	 
	21. INSURANCE
	 	 	30	 
	21.1. GENERAL OBLIGATIONS
	 	 	30	 
	21.2. LAUNCH AND IN-ORBIT INSURANCE
	 	 	30	 
	22. DISPUTE RESOLUTION
	 	 	31	 
	22.1. INFORMAL DISPUTE RESOLUTION
	 	 	31	 
	22.2. ARBITRATION
	 	 	31	 
	23. LAUNCH SUPPORT AND LAUNCH
	 	 	32	 
	24. CUSTOMER’S RESPONSIBILITIES
	 	 	32	 






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TABLE OF CONTENTS




TERMS AND CONDITIONS





	 	 	 	 	 
	25. FAILURE TO MAKE ADEQUATE PROGRESS
	 	 	33	 
	26. TERMINATION
	 	 	33	 
	26.1. TERMINATION FOR CUSTOMER’S CONVENIENCE
	 	 	33	 
	26.2. TERMINATION FOR CONTRACTOR’S DEFAULT
	 	 	34	 
	26.3. TERMINATION FOR EXCUSABLE DELAY
	 	 	35	 
	26.4. TERMINATION RIGHT EXPIRATION
	 	 	35	 
	26.5. TERMINATION FOR CUSTOMER’S DEFAULT
	 	 	35	 
	26.6. CONSEQUENCE OF TERMINATION; INVOICE; AUDIT
	 	 	36	 
	26.7. SECURITY INTERESTS
	 	 	37	 
	27. GENERAL
	 	 	37	 
	27.1. ASSIGNMENT
	 	 	37	 
	27.2. ENTIRE AGREEMENT
	 	 	38	 
	27.3. AMENDMENTS/MODIFICATIONS
	 	 	38	 
	27.4. SEVERABILITY
	 	 	38	 
	27.5. APPLICABLE LAW
	 	 	39	 
	27.6. NOTICES
	 	 	39	 
	27.7. RELATIONSHIP OF THE PARTIES
	 	 	39	 
	27.8. SURVIVAL
	 	 	40	 
	27.9. NO THIRD-PARTY BENEFICIARIES
	 	 	40	 
	27.10. CONSENTS AND APPROVALS
	 	 	40	 
	27.11. NO WAIVER; REMEDIES
	 	 	40	 
	27.12. COVENANT OF GOOD FAITH
	 	 	41	 
	27.13. LIMITATION OF LIABILITY
	 	 	41	 
	27.14. PUBLIC ANNOUNCEMENTS
	 	 	41	 
	27.15. NONDISCLOSURE AGREEMENT
	 	 	41	 







iii











 








DigitalGlobe Inc. Proprietary




SATELLITE PURCHASE AGREEMENT FOR IN-ORBIT DELIVERY



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 October 2, 2006
(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.



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



          (b) “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 ready to be
shipped to the designated launch site.



          (c) “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.



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



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



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          (f) “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 25.



          (g) “CRITICAL DESIGN REVIEW” has the meaning set forth in Exhibit B.



          (h) “CFE” has the meaning set forth in Section 10 of Exhibit B.



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



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



          (k) “DEFECT” means (i) with respect to any Deliverable Items and any and all components
thereof, (1) any nonconformance in design, material or workmanship set forth in, or the failure to
perform in accordance with, the specifications set forth in Exhibit A including the Addendum but
excluding the applicable documents referenced in Section 2 of Exhibit A, and the interface control
documents (ICDs) set forth in Exhibit B, or (2) any material or substantial nonconformance in
design, material or workmanship set forth in, or failure to perform in accordance with, the other
requirements set forth or referred to in this Agreement, including Section 2 of Exhibit A; (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 industry practice; or (iii) any material
error, omission or inconsistency in Data and Documentation, including specifications and drawings,
set forth in or required by this Agreement.



          (l) “DELIVERABLE ITEM(S)” means any of items listed in Section 3.1 of Exhibit B.



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



          (n) “DELIVERY DATE(S)” means, with respect to any Deliverable Item, the delivery date set
forth in Exhibit B.



          (o) “DELIVERY SCHEDULE” means the schedule for Delivery of the Work as set forth in Exhibit B.



          (p) “DEMAND” means, in the context of Article 25, 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.



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



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



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



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



          (u) “IN-ORBIT TESTING” means the in-orbit tests and analyses Contractor shall perform in
accordance with Exhibit B.



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          (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), works of authorship, inventions (whether or not patented or patentable), network
configurations and architectures, specifications, techniques, processes, data bases and data
collections, protocols, processes, 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 the launch
vehicle, more specifically, the intentional ignition of any of the strap-on solid rocket motors
affixed to the launch vehicle.



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



          (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 B.



          (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 C.



          (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 C.



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          (hh) “PERFORMANCE AMOUNT” means any amount required to be paid pursuant to Article 10.



          (ii) “PRELIMINARY
DESIGN REVIEW” has the meaning assigned in Exhibit B.

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



          (kk) “REQUEST FOR PAYMENT” means a request for payment from Contractor in the form of
Attachment A hereto.



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



          (mm) “SATELLITE DELIVERY” means Initial Acceptance as defined in Exhibit B.



          (nn) “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 B.



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



          (pp) “Satellite SIMULATOR” has the meaning set forth in the Statement of Work set forth in
Exhibit B.



          (qq) “SOFTWARE LICENSE” means the software license to be executed promptly after the Effective
Date in substantially the form of the license attached as Exhibit 3 to the WV1 agreement, no.
0401-0002.



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



          (ss) “TEST REQUIREMENTS” means the test requirements set forth in Exhibits A and B, as may be
amended pursuant to this Agreement.



          (tt) “TOTAL AMOUNT AT RISK” means a total firm-fixed sum of [***Redacted***] eligible to be
earned by Contractor as performance payments pursuant to Article 10. To the extent the Contract
Price increases by more than [***Redacted***], the Total Amount at Risk shall increase by
[***Redacted***] of said increase.



          (uu) “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 B.



          (vv) “WV110 INSTRUMENT” has the meaning set forth in Exhibit B.



     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.



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     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

(b) Exhibit C — Milestone Payment and Termination Liability Schedule

(c) Exhibit B — Statement of Work

(d) Exhibit A — Satellite Specification

(e) Exhibit D — Performance Payment Criteria and Schedule




     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 A — Satellite Specification

(2) Exhibit B — Statement of Work

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

(4) Exhibit D —  Performance Payment Criteria and Schedule




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


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




     2.2. CONTRACTOR WORK COMMITMENT.



     Contractor shall commence the Work in compliance with the requirements of this Agreement and
will use reasonable efforts to perform sufficient Work to maintain the Delivery Dates for the
Satellite. Such Work shall be comprised of the completion or provision, as the context indicates,
of the items more specifically described in Exhibit B.



3. CONTRACT PRICE




     3.1. CONTRACT PRICE.



     The total Contract Price for the Satellite, Satellite Simulator, Launch Support Services, Data
and Documentation and all other Work required to be provided by Contractor under this



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Agreement is
the Firm-Fixed-Price (“FFP”) amount set forth in Exhibit C. This price includes all items set
forth below, and all transportation and related charges for delivery of Satellite and associated
Satellite equipment necessary for Launch of the Satellite, excluding the launch vehicle and
associated Launch Services.



     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 that the claim for exemption is
denied or that the non-recurring engineering services are taxable as sales.



          (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



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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 Exhibits C and D as applicable.



          (b) The Parties have agreed upon a payment and termination liability schedule set forth in
Exhibit C. 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 C 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 C, 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
	 

	 	Longmont, CO 80503
	Contact:

	 	Finance Department






     4.2. PAYMENT.



          (a) Subject to the provisions of Article 4.1, Customer shall make in full each Milestone
Payment within thirty (30) days (unless otherwise specified in Exhibit C) 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***]




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          (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 C, 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***] 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.
[***Redacted***]




     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 five (5) 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 thirty (30)
days, 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.




     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 payment under this Agreement that is overdue, the Party entitled to such payment shall
also be entitled to [***Redacted***]. This remedy is not exclusive and is in addition to any other
remedies available. Late payment charges will be billed on a separate invoice.



     4.6. MILESTONES NUMBER 29 AND 30.



     If, for reasons beyond Contractor’s control, Milestones number 29 and 30 of Exhibit C are not
capable of being performed, then the payments for such Milestones shall become due and payable
thirty (30) and sixty (60) days respectively, after the date on which the Parties mutually
determine that such Milestones are not capable of being performed.



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5. ACCESS TO WORK




     5.1. FACILITIES.



          (a) Contractor shall provide Customer Personnel 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 B), during regular business hours, or
such other times as Work is being performed under this Agreement. Said access shall be subject to
the 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) Customer 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 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 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
or 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 the first
Party or such imposition of liability on the other Party.



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



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7. DESIGN REVIEW; INSPECTION AND FINAL ACCEPTANCE




     The Preliminary Design Review, Critical Design Review, Pre-Ship Review, Launch Readiness
Review, On-Orbit Commissioning, and Final Acceptance of the Satellite (as such terms are defined in
Exhibit B) shall be conducted in accordance with Exhibit B. Contractor shall conduct Training in
accordance with Exhibit B.



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 B of which title shall pass to Customer (excluding the Satellite) shall pass to Customer
at functional and performance signoff as indicated in Section 3.1. Transfer of title to and risk
of loss for the Satellite shall pass to the Customer at the time of Launch. Contractor shall retain
title to the WV-2 Flight Software Test Bench (“FSTB”) and Deliverable Data listed in Section 3 of
Exhibit B 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 12.5.




          (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 22.




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     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 C, as well as
any interim schedule events set forth in Exhibit B; 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 26.3 when it becomes known that
the aggregate of Contractor’s Excusable Delays will exceed one hundred and twenty (120) days. Any
dispute between the Parties as to the aggregate of Excusable Delay shall be subject to procedures
set forth in Article 22.




     9.3. MAXIMUM EXCUSABLE DELAY.



     The maximum total amount of Excusable Delay shall be one hundred and twenty (120) days.



10. IN-ORBIT PERFORMANCE PAYMENTS




     10.1. TOTAL AMOUNT AT RISK.



     The Total Amount At Risk shall be placed at risk by Contractor against failure of the
Satellite to meet the criteria set forth or referenced in Article 10.2 and in accordance with
Exhibit D.



     10.2. IN-ORBIT PERFORMANCE PAYMENTS.



     Contractor represents that the Satellite will meet the criteria set forth or referenced in
Exhibit D. To the extent the Satellite satisfies the criteria set forth or referenced in Exhibit D,
Customer shall pay Contractor Performance Amounts, to be calculated as specified in Exhibit D. The
total aggregate amount of performance payments paid by Customer to Contractor for any and all
Satellites shall not exceed the Total Amount At Risk, plus interest thereon calculated
pursuant to Article 4.5.



     10.3. CALCULATION AND EARNING OF PERFORMANCE AMOUNTS.



     The Total Amount at Risk shall be paid by Customer to Contractor in accordance with Exhibit D.



     10.4. DISPUTED PERFORMANCE.



     Customer shall notify the Contractor of any failure of the Satellite to meet any performance
criteria set forth in Exhibit D within two (2) Business Days of when Customer knows of said failure
to meet the performance criteria. In the event of a dispute as to the performance of the Satellite,
Customer shall provide Contractor with such technical data, reports, analyses, and



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records as are
available to support Customer’s determination and Contractor shall be given thirty (30) days to
verify the data. If, following such 30 day period, Contractor continues to disagree with Customer’s
determination and is able to present evidence to the contrary, then Customer shall consider such
evidence and consult with Contractor. In the event the Parties do not reach agreement, the Parties
agree to have an independent determination of the Satellite’s technical status performed by a
mutually-acceptable technically-qualified third party. The costs incurred in retaining the third
party shall be shared equally between Contractor and Customer. The Parties agree that before
reference to such mutually-acceptable technically-qualified third party, an informal forum between
the Parties’ Chief Executive Officers shall take place to attempt resolution of said dispute. In
the event such efforts to resolve the dispute are unsuccessful, the Parties shall proceed under
Article 22.2. The foregoing independent determination may be used by either Party in any
arbitration under Article 22.2, but such determination shall not be binding upon the arbitrators.



11. CORRECTIVE MEASURES IN SATELLITE AND OTHER CONTRACT DELIVERABLES




     11.1. NOTICE OF DEFECTS.



          (a) Customer shall notify Contractor within five (5) 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 or Customer Personnel 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.




          (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.




     11.2. 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, and notwithstanding that a payment may have been made in
respect thereof, and regardless of prior 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.





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          (b) Following Launch of the Satellite, Contractor duty to correct any Defect in the Contract
Deliverables or components thereof is solely limited to using reasonable efforts to correct any
Defect in the Satellite to the extent that such Defect may be corrected by transmitting Satellite
commands and/or transmitting modifications in the Satellite Flight Software 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 the unlaunched
Satellite or with respect to any other Contract Deliverable within a reasonable time after
notification from Customer and after the Parties have followed the provisions of Article 11.1
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 22.2 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 promptly provide Customer with a written price 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 one
hundred eighty (180) days, then DG 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.




12. CHANGES IN SCOPE OF WORK




     12.1. 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 to accommodate fit, form and function incompatibilities or test inconsistencies
between the Satellite, the WV110 Instrument, Launch Services and/or ground systems operations. Any
incompatibility or inconsistency 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.




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          (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 30 days 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 30 days 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 22. 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 22. 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 interest rate
set forth in Article 4.5.




     12.2. 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 fifteen (15) 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 forty-five (45) 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.



     12.3. 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




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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 least 30 days 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 30 days 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.




     12.4. PRICING OF CHANGES.



     When calculating the change in the Contract Price caused by changes in the Work pursuant to
this Article 12, such calculation shall be consistent with Contractor’s standard pricing practices
that it offers its other customers, including labor rates and general administrative and overhead
rates then in effect at the time of the change.



     12.5. DELAYS CAUSED BY CUSTOMER



     After lapse of the [***Redacted***] grace period and the [***Redacted***] Liquidated Damages
Period set forth in Article 20, 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. 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 12.4 is
the only remedy for of Contractor for Customer-caused delays.



13. PERMITS AND LICENSES; COMPLIANCE WITH LAWS




     13.1. 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.



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          (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.




     13.2. REVIEW OF APPLICATIONS.



     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 five Business Days 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.



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



     13.3. 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.



14. SUBCONTRACTS




     14.1. 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).



     14.2. 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 its 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



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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 WV110 Instrument. Contractor’s acknowledgment of
any vendor under subcontract or subcontractor shall not relieve Customer from any obligations or
responsibilities under this Agreement.




     14.3. ASSIGNMENT OF SUBCONTRACTS



     In accordance with Section 7.7.1 of Exhibit B, Contractor shall make 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.



     14.4. CONTRACTOR’S DUTIES WITH RESPECT TO SUBCONTRACTORS



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



15. PERSONNEL AND KEY PERSONNEL




     15.1. 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.



     15.2. KEY PERSONNEL POSITIONS.


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




     15.3. ASSIGNMENT OF KEY PERSONNEL.



          (a) Contractor will assign individuals from within Contractor’s organization to the Key
Personnel positions to carry out the Work.




          (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 15.3 to select replacement personnel.




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16. CONTRACTOR’S REPRESENTATIONS, COVENANTS, AND WARRANTIES




     16.1. 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.




     16.2. 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.




     16.3. 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 Exhibits A and
B 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 ten (10) 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 limited to using reasonable
efforts to correct any Defect in the Satellite if, and to the extent that, such Defect may be
corrected by transmitting Satellite commands and/or transmitting modifications in the flight
software in order to mitigate or eliminate the operational [***Redacted***] following Satellite Delivery.




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




          (d) Services: Contractor warrants that it will perform all services related to the Work in
accordance with good industry standards of the aerospace and satellite communications industry
practice 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 and ground stations for [***Redacted***].




          (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:




          (g) 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.




          (h) 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. This warranty
does not extend to any customers or clients of Customer.




          (i) 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.




     16.4. 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 16.4 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 11.2. Either Party shall in a timely manner provide the




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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 16.3 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.




17. CUSTOMER’S REPRESENTATIONS, WARRANTIES AND COVENANTS




     17.1. 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;




          (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.




     17.2. 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




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          (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.




     17.3. 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; 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 Effective Date and continue for the [operating][design]
life of the Satellite. 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.




18. INTELLECTUAL PROPERTY RIGHTS




     18.1. 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, a
non-exclusive license without the right to grant sublicenses to Customer 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 that communicate with the Satellite
related to the WV2 program operations.




          (b) [***Redacted***]




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     18.2. 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 a non-exclusive
license to use the technology and data so developed, for the purposes for which they were developed
and provided to Contractor 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 A) and the Statement of Work (Exhibit B) shall be the Intellectual Property of Customer.



     18.3. 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.



     18.4. 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 U.S. copyright, U.S.
patent, or other Intellectual Property of a third party protected under U.S. 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.




          (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.




     18.5. 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 U.S. copyright, U.S. patent, or other
Intellectual Property of a third party protected under U.S. law, and will pay all damages and




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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.




     18.6. 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 B. 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 20 Business Days after
the shipment of a Contract Deliverable and will remain in the Escrow Account for the operational
life of the Satellite.




     18.7. SOFTWARE LICENSE.



          The Parties shall enter into a software license agreement for the flight and ground software
that will be substantially similar in substance to the license executed pursuant to the WV1
agreement.




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     18.8. 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.




19. INDEMNIFICATION




     19.1. CONTRACTOR’S INDEMNIFICATION.



          (a) Subject to the indemnification procedures set forth in Article 19.3, 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 21, to the extent of the amount of
the insurance required under such Article; or
	 
	 	(3)	 	Contractor’s breach of its obligations under this Agreement.





     19.2. CUSTOMER’S INDEMNIFICATION.



          (a) Subject to the indemnification procedures set forth in Article 19.3, 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;





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	 	(2)	 	any claims arising out of or related to occurrences Customer is
required to insure against pursuant to Article 21, to the extent of the amount of
the insurance required under such Article;
	 
	 	(3)	 	Customer’s breach of its obligations under this Agreement; or
	 
	 	(4)	 	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.





     19.3. INDEMNIFICATION PROCEDURES.



          (a) Promptly after receipt by any entity entitled to indemnification under this Article 19 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 19, 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.




          (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




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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.




     19.4. 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 19, 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 19.4. In the event a Party does
not comply with such obligations, the indemnities referred to in Articles 19.1, 19.2, and 19.3, as
applicable, shall extend to any claim that may be made by an insurer pursuant to an alleged right
of subrogation.



20. 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 being 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***] 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 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 WV110
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 agreed upon
by the Parties, then Contractor will not be subject to Liquidated Damages for failure to meet the
Delivery Date for such period of Customer Delay.




     (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 ready
for the integration phase of the Satellite bus and the WV110 Instrument, Customer agrees to pay
Contractor as liquidated damages and not as a penalty, the sum of [***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



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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***] of grace period.




          (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.




21. INSURANCE




     21.1. 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 WV110 Instrument),
and to any and all components purchased for and intended to be integrated into the Satellite
(except the WV110 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 date hereof 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 date hereof 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’s, and as a loss payee as Customer’s interests may appear with respect to property
insurance.




     21.2. 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.




          (b) Such notices of loss shall comply with the provisions of Article 27.6, and the foregoing
specified time for the provision of notice may be shortened in compliance with the respective
requirements of such Insurers.




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22. 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 22, provided, however, that (i) disputes as to payments pursuant to
Article 4.3 concerning whether a Milestone has been reached and payments therefore have been earned
by Contractor, shall be resolved in accordance with the provisions of Articles 4.3 and 4.4 and
Article 22.1 and (ii) disputes as to the performance of the Satellite pursuant to Article 10.4
shall be resolved in accordance with the provisions of Article 10.4 and Article 22.1. All other
Disputes concerning Milestones shall be resolved in accordance with this Article 22.



     22.1. INFORMAL DISPUTE RESOLUTION.



     Subject to the provisions of 22.2, 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 23.2.




     22.2. 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 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.




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          (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 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 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.




23. LAUNCH SUPPORT AND LAUNCH




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



24. 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 B 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.




          (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 WorldView Satellite program.




          (f) Customer is responsible for Delivery of the WV110 Instrument as well as interface support
with the Instrument supplier defined in Exhibit B.




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          (g) Customer will make available, for Contractor’s use, certain test equipment and Customer
facilities, as set forth in the Exhibit B, as Contractor performs the in-orbit tests.




25. FAILURE TO MAKE ADEQUATE PROGRESS




     Notwithstanding Sections 20 and 26, 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 ten days 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.



26. TERMINATION




     26.1. 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 26.1 after December 31, 2006, and provided
the termination is not due to Contractor’s default under Article 26.2, Contractor shall be entitled
to payment of an amount equal to the lesser of (i) [***Redacted***] and (ii) the Termination Liability Amount specified in
Exhibit C; in either case (i) and (ii), less the sum of all amounts received by Contractor in cash
or cash equivalent under this Agreement. In no event shall the amounts payable pursuant to this
Article 26.1 exceed the Contract Price.




          (c) Notwithstanding anything in this Agreement to the contrary, Customer may terminate this
Agreement at any time prior to December 31, 2006, with no liability whatsoever to Contractor.
Contractor expressly assumes the risk of nonpayment by Customer for all costs, expenses and/or
other obligations incurred by Contractor under this Agreement up to and including December 31,
2006. Upon termination in accordance with this clause, Customer shall not have any rights with
regard to any Contract Deliverables hereunder.




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          (d) If in Contractor’s judgment it is feasible for Contractor to utilize 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.




     26.2. 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 C 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 end
of the Liquidated Damages Period (as may be extended in accordance with this
Agreement);
	 
	 	(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 90 days 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 60 days; 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 45 days 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 27.1 and Contractor fails to cure such
unauthorized purported assignment or transfer within 30 days after receiving
written notice from Customer of the unauthorized purported assignment or transfer.





          (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); and (ii) the Termination Liability Amount specified in Exhibit C,
in either case (i) and (ii) less [***Redacted***] of the total amount of the amount such amount;
less the sum of all amounts 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 22, 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




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considered a Termination for Convenience by Customer and the provisions of Article 26.1 shall
apply.




     26.3. 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 exceed
[***Redacted***].




          (b) In the event of termination under this Article 26.3, Contractor shall be entitled to the
lesser of (i) the actual costs incurred plus a profit equal to [***Redacted***] and (ii) the
Termination Liability Amount specified in Exhibit C, in either case less the sum of all amounts
received by Contractor in cash or cash equivalent under this Agreement.




          (c) In the event it is determined by arbitration pursuant to Article 22 or by written
agreement of the Parties that Customer wrongfully terminated this Agreement under this Article
26.3, such termination shall be considered a Termination for Convenience by Customer and the
provisions of Article 26.1 shall apply.




     26.4. TERMINATION RIGHT EXPIRATION.



          Notwithstanding the foregoing, Customer’s right to terminate this Agreement pursuant to
Articles 26.1 through 26.3 shall expire upon Launch.




     26.5. 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 30 days
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 90 days 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
60 days; 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 45 days
after the entry of any order for relief; or





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	 	(3)	 	Customer has purported to assign or transfer this Agreement in
violation of the provisions of Article 27.1 and Customer fails to cure such
unauthorized assignment or transfer within 30 days 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.




     26.6. CONSEQUENCE OF TERMINATION; INVOICE; AUDIT



          (a) Upon receipt of a notice of termination, as provided in this Article 26, 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 26;
	 
	 	(3)	 	place no further orders or subcontracts for materials, services, or
facilities to the extent they relate to the performance of the Work terminated;
	 
	 	(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 26, with regard to any
amounts payable by Customer to Contractor hereunder, Contractor shall submit an invoice to Customer
within 60 days after the termination date, which invoice shall specify the amount due to Contractor
from Customer pursuant to this Article 26. By notice in writing received by Contractor no later
than 15 days after receipt of Contractor’s invoice pursuant to this Article 26, 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 15 days 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 15 days after Customer’s receipt of the invoice, and with respect to disputed interest
amounts, 10 days 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 26, 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.




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          (d) Upon completion of all payments in accordance with this Article 26, 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 26.1.




          (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.




     26.7. 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. Contractor shall have a first priority purchase
money security interest in the Deliverables and the proceeds and products there of until paid in
full for all amounts due and payable under this Agreement.



27. GENERAL




     27.1. 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 a 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.




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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.




     27.2. 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.



     27.3. AMENDMENTS/MODIFICATIONS.



     This Agreement, including any and all 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.



     27.4. 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 .



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     27.5. 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 provisions thereof.




     27.6. NOTICES.



          (a) All notices, requests, demands, and determinations under this Agreement, including any
required under Article 27.1 (Assignment), (other than routine operational communications), shall be
in writing and shall be deemed duly given (i) when delivered by hand, (ii) two Business Days after
being given to an express courier with a reliable system for tracking delivery, and (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 27.6, and addressed as follows:




	 	 	 	 	 
	 

	 	Customer:
	 	DigitalGlobe, Inc.
	 

	 	 	 	1601 Dry Creek Drive
	 

	 	 	 	Longmont, Colorado 80503
	 

	 	 	 	Tel: [***Redacted***]
	 

	 	 	 	Fax: [***Redacted***]
	 

	 	 	 	Attn.: General Counsel
	 
	 	 	 	 
	 

	 	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.




     27.7. 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.



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     27.8. 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 10 (In-Orbit Performance Payments);
	 
	 	(e)	 	Article 16.3 (Contractor’s Warranties for Contract Deliverables);
	 
	 	(f)	 	Article 18 (Intellectual Property Rights);
	 
	 	(g)	 	Article 19 (Indemnification);
	 
	 	(h)	 	Article 20 (Liquidated Damages for Late Delivery);
	 
	 	(i)	 	Article 22 (Dispute Resolution);
	 
	 	(j)	 	Article 26 (Termination);
	 
	 	(k)	 	Article 27.5 (Applicable Law);
	 
	 	(l)	 	Article 27.13 (Limitation of Liability).





     27.9. 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.



     27.10. 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.



     27.11. 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.



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     27.12. 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.



     27.13. 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; (2) THIS AGREEMENT’S
CONTRACT PRICE SHALL BE THE MAXIMUM LIMIT OF EITHER PARTY’S LIABILITY 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 CONTRACTOR’S LIABILITY EXCEED THE AMOUNT OF
PAYMENTS RECEIVED BY THE CONTRACTOR.



     27.14. 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, except as such disclosures may be required by Law.



     27.15. NONDISCLOSURE AGREEMENT.



     The Parties commit to enter a standard nondisclosure agreement governing 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.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BY:

	 	/s/ Bettina Eckerle
 

	 	     
	 	BY:
	 	/s/ David L. Taylor
 

	 	     
	TITLE:

	 	General Counsel
	 	 	 	TITLE:
	 	CEO & President	 	 
	DATE:

	 	October 2, 2006
	 	 	 	DATE:
	 	 October 2, 2006	 	 






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EXHIBIT A




Satellite Specification- WV675




[64 pages ***Redacted***]




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EXHIBIT B




Statement of Work




[71 pages ***Redacted***]




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EXHIBIT C




Milestone Payment and Termination Liability Schedule




[3 pages ***Redacted***]




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EXHIBIT D




Performance Payment Criteria and Schedule




[3 pages ***Redacted***]




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Amendment No. 1




To




Satellite Purchase Agreement #8862



This Amendment No. 1 (“Amendment No. 1”) to Satellite Purchase Agreement #8862 (the “‘Agreement”)
is entered into by and between DigitalGlobe Inc. (“Customer”), a corporation organized and existing
under the laws of the State of Delaware, with a place if business at 1601 Dry Creek Drive, Suite
260 Longmont, Colorado 80503 and Ball Aerospace & Technologies Corp. (“Contractor”) a corporation
organized and existing under the laws of the State of Delaware, with a place of business at 1600
Commerce Street, Boulder, Colorado 80301.



The parties hereby agree to amend the Agreement as follows:





	 	1.	 	Section 26.7 “SECURITY INTEREST” is DELETED in its entirety.
	 
	 	2.	 	EXHIBIT C, “Milestone Payment and Termination Liability Schedule” Milestone
Item Number 27 “Milestone Value” will be reduced from [***Redacted***] to
[***Redacted***].
	 
	 	3.	 	EXHIBIT C, “Milestone payment and termination Liability Schedule” Milestone
Number 26 “Milestone Value” will be increased from [***Redacted***] to
[***Redacted***].




All other terms and conditions of the Agreement not noted as changed or deleted herein remain in
full force and effect.



This Amendment No. l is agreed to by Customer and Contractor and is executed and agreed to be
effective the last date written below as signified by the signatures and shall be a binding
agreement.




	 	 	 	 	 	 	 
	Ball Aerospace & Technologies Corp.

	 	 	 	DigitalGlobe Inc.	 	 
	 
	 	 	 	 	 	 
	/s/ Cary Ludtke
 

Signature

	 	 
	 	/s/ Bettina Eckerle
 

Signature
	 	 
	 
	 	 	 	 	 	 
	Cary Ludtke
 

Name:

	 	 
	 	Bettina Eckerle, General Counsel
 

Name:
	 	 






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Amendment No. 2

To

Satellite Purchase Agreement #8862



This Amendment No. 2 (“Amendment”) to Satellite Purchase Agreement #8862 (the “Agreement”) is
entered into by and between DigitalGlobe, Inc. (“DigitalGlobe”), a corporation organized and
existing under the laws of the State of Delaware, with a place of business at 1601 Dry Creek Drive,
Suite 260, Longmont, Colorado 80503, and Ball Aerospace and Technologies Corp., a corporation
organized and existing under the laws of the State of Delaware, with a place of business at 1600
Commerce Street, Boulder, Colorado 80301.



Now, THEREFORE, the parties hereby agree to amend the Agreement to incorporate the following
changes:



1. Exhibit A to the Agreement, titled “DigitalGlobe WorldView-2 Satellite Specification – WV675,
Rev 1.0,” and dated 30 September 2006, is replaced in its entirety by the updated version
“DigitalGlobe WorldView-2 Satellite Specification – WV675, Rev 2.0”, dated 16 February 2007, which
is included as Attachment 1 to this Amendment;



2. Exhibit B to the Agreement, titled “Statement of Work for the WorldView-2 Satellite,”, initial
release dated 2 October 2006, is replaced in its entirety by the updated version “Statement of Work
for the WorldView-2 Satellite, Rev 1.0,” dated 26 January 2007, which is included as Attachment 2
to this Amendment; and



3. Exhibit C to the Agreement, titled “WorldView 2 Payment Milestone Schedule,” initial release
dated 30 September 2006, is replaced in its entirety by the updated version “WorldView 2 Payment
Milestone Schedule, Rev 1.0,” dated 16 February 2007, which is included as Attachment 3 to this
Amendment.



All other terms and conditions of the Agreement not noted as changed herein shall remain in full
force and effect.



This Amendment No. 2 is agreed to by DigitalGlobe and Vendor and shall be binding and effective as
of the last date executed below.




	 	 	 	 	 	 	 
	Ball Aerospace & Technologies Corp.

	 	 	 	DigitalGlobe, Inc.	 	 
	 
	 	 	 	 	 	 
	/s/ Terrence Lapotosky
 

Signature

	 	 
	 	/s/ Bettina Eckerle
 

Signature
	 	 
	 
	 	 	 	 	 	 
	Terrence Lapotosky

	 	 	 	Bettina Eckerle	 	 
	 

	 	 	 	 	 	 
	Name

	 	 	 	Name	 	 
	 
	 	 	 	 	 	 
	Director of contracts

	 	 	 	General Counsel	 	 
	 

	 	 	 	 	 	 
	Title

	 	 	 	Title	 	 
	 
	 	 	 	 	 	 
	03/28/2007

	 	 	 	February 28, 2007	 	 
	 

	 	 	 	 	 	 
	Date

	 	 	 	Date	 	 






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Attachment 1




DigitalGlobe WorldView-2 Satellite Specification – WV675, Rev 2.0




Dated 16 February 2007




[106 pages ***Redacted***]




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Attachment 2




Statement of Work for the WorldView-2 Satellite, Rev 1.0




Dated 26 January 2007




[69 pages ***Redacted***]




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DigitalGlobe Inc. Proprietary




Attachment 3




WorldView 2 Payment Milestone Schedule, Rev 1.0




Dated 16 February 2007




     [5 pages ***Redacted***]



DigitalGlobe Inc. Proprietary




Page 51 of 60









 





DigitalGlobe Inc. Proprietary




Amendment No. 3 to

Agreement #8862




Amendment No. 3

to

Satellite Purchase Agreement #8862



This Amendment No. 3 (“Amendment”) to Satellite Purchase Agreement #8862 (the “Agreement”) is
entered into by and between DigitalGlobe, Inc. (“DigitalGlobe”), a corporation organized and
existing under the laws of the State of Delaware, with a place of business at 1601 Dry Creek Drive,
Suite 260, Longmont, Colorado 80503, and Ball Aerospace and Technologies Corp. (“BATC”), a
corporation organized and existing under the laws of the State of Delaware, with a place of
business at 1600 Commerce Street, Boulder, Colorado 80301.



Now, THEREFORE, the parties hereby agree to amend the Agreement to incorporate the following
changes:



1. Exhibit A to the Agreement, titled “DigitalGlobe WorldView-2 Satellite Specification – WV675,
Rev 2.0”, dated 16 February 2007, is hereby modified in general accordance with BATC Proposal
Number 14505100-07.018 – Thermal Control Rebate, addressing thermal control modifications to the
WorldView-2 instrument, hereafter referred to as Engineering Change Proposal 01 (“ECP 01”). The
detailed satellite specification changes will be finalized between the two parties and included in
the next revision of the document.



2. Exhibit B to the Agreement, titled “Statement of Work for the WorldView-2 Satellite, Rev 1.0,”
dated 26 January 2007, is modified with the addition of the following paragraphs:





16.0 Other Products and Services




SSI shall provide additional products and services as defined in the following paragraphs.




16.1 Special Studies (ECP 01)




[***Redacted***] the
direction and discretion of DigitalGlobe. The scope of these studies will be for activities
not covered in the original scope of the baseline contract.


3. Exhibit C to the Agreement, titled “WorldView 2 Payment Milestone Schedule, Rev 1.0,” dated 16
February 2007, is replaced in its entirety by the updated version “WorldView 2 Payment Milestone
Schedule, Rev 2.0,” dated 30 April 2007, which is included as Attachment 1 to this Amendment. As
reflected in Attachment 1, the total contract price for the Agreement is reduced by
[***Redacted***] from [***Redacted***] to [***Redacted***].



All other terms and conditions of the Agreement not noted as changed herein shall remain in full
force and effect.




DigitalGlobe Inc. Proprietary




Page 52 of 60









 





DigitalGlobe Inc. Proprietary




Amendment No. 3 to

Agreement #8862



This Amendment No. 3 is agreed to by DigitalGlobe and Vendor and shall be binding and effective as
of the last date executed below.




	 	 	 	 	 	 	 
	Ball Aerospace & Technologies Corp.

	 	 	 	DigitalGlobe, Inc.	 	 
	 
	 	 	 	 	 	 
	/s/ Cary W. Lutke
 

Signature

	 	 
	 	/s/ Bettina Eckerle
 

Signature
	 	 
	 
	 	 	 	 	 	 
	Cary W. Lutke

	 	 	 	Bettina Eckerle	 	 
	 

	 	 	 	 	 	 
	Name

	 	 	 	Name	 	 
	 
	 	 	 	 	 	 
	V.P. & GM

	 	 	 	General Counsel	 	 
	 

	 	 	 	 	 	 
	Title

	 	 	 	Title	 	 
	 
	 	 	 	 	 	 
	5/10/07

	 	 	 	5/17/07	 	 
	 

	 	 	 	 	 	 
	Date

	 	 	 	Date	 	 






DigitalGlobe Inc. Proprietary





Page 53 of 60









 








Attachment 1




WorldView 2 Payment Milestone Schedule, Rev 2.0




Dated 30 April 2007




[5 pages***Redacted***]




DigitalGlobe Proprietary and Confidential





 









 










Amendment No. 4

to

Satellite Purchase Agreement #8862



This Amendment No. 4 (“Amendment”) to Satellite Purchase Agreement #8862 (the “Agreement”) is
entered into by and between DigitalGlobe, Inc. (“DigitalGlobe”), a corporation organized and
existing under the laws of the State of Delaware, with a place of business at 1601 Dry Creek Drive,
Suite 260, Longmont, Colorado 80503, and Ball Aerospace and Technologies Corp. (“BATC”), a
corporation organized and existing under the laws of the State of Delaware, with a place of
business at 1600 Commerce Street, Boulder, Colorado 80301.



Now, THEREFORE, the parties hereby agree to amend the Agreement to incorporate the following
changes:



1. Exhibit A to the Agreement, titled “DigitalGlobe WorldView-2 Satellite Specification – WV675,
Rev 2.0,” and dated 16 February 2007, is replaced in its entirety by the updated version
“DigitalGlobe WorldView-2 Satellite Specification – WV675, Rev 3.0”, dated 20 July 2007, included
as Attachment 1 to this Amendment;



2. Exhibit B to the Agreement, titled “Statement of Work for the WorldView-2 Satellite, Rev 1.0,”
and dated 26 January 2007, is replaced in its entirety by the updated version “Statement of Work
for the WorldView-2 Satellite, Rev 2.0,” dated 6 August 2007, included as Attachment 2 to this
Amendment; and



3. Exhibit C to the Agreement, titled “WorldView 2 Payment Milestone Schedule, Rev 2.0,” and dated
30 April 2007, is replaced in its entirety by the updated version “WorldView 2 Payment Milestone
Schedule, Rev 3.0,” dated 6 August 2007, included as Attachment 3 to this Amendment.



All other terms and conditions of the Agreement not noted as changed herein shall remain in full
force and effect.



This Amendment No. 4 is agreed to by DigitalGlobe and BATC and shall be binding and effective as of
the last date executed below.




	 	 	 	 	 	 	 
	Ball Aerospace & Technologies Corp.

	 	DigitalGlobe, Inc.	 	 
	 
	 	 	 	 	 	 
	/s/ Terrence Lapotosky
 

Signature

	 	     
	 	/s/ Yancey Spruill
 

Signature
	 	      
	 
	 	 	 	 	 	 
	Terrence Lapotosky

	 	 	 	Yancey Spruill	 	 
	 

	 	 	 	 	 	 
	Name

	 	 	 	Name	 	 
	 
	 	 	 	 	 	 
	Director of contracts

	 	 	 	V.P. and Chief Financial Officer	 	 
	 

	 	 	 	 	 	 
	Title

	 	 	 	Title	 	 
	 
	 	 	 	 	 	 
	August 20, 2007

	 	 	 	8/20/07	 	 
	 

	 	 	 	 	 	 
	Date

	 	 	 	Date	 	 






 









 





Attachment 1




DigitalGlobe WorldView-2 Satellite Specification – WV675, Rev 3.0

Dated 20 July 2007




1









 








EXHIBIT A to Agreement 8862




DigitalGlobe WorldView-2




Satellite Specification – WV675




	 	 	 	 	 	 	 
	 

	 	Release Date:
	 	20 July 2007     

	 

	 	Issue/Revision:
	 	  3.0	 
	 

	 	Prepared by:
	 	[**Redacted**]

	 

	 	Date Approved by CCB:	 	 	 	 
	 

	 	Date Verified by CM:	 	 	 	 






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.





 









 








Change Record




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issue	 	Date	 	Section(s)	 	Description of Change	 	ECN No’s
	Rev 1.0
	 	09/30/06	 	All	 	Initial Release	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Rev 2.0
	 	26 Jan 07	 	2.2.1	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.1.3.1.2	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.1.3.1.3.4	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.5.6	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.6.1.1	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.2.10	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.5.1.10	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.5.2.6	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.5.5	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.7.1.7	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.10.4.2	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.11.3.1	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.11.3.2	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.11.3.3	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.11.3.9	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.11.4.1	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.11.4.2	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.11.4.4	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.11.5.2	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	Table 3.2.1.7.11-1	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Rev 3.0
	 	20 Jul 07	 	3.1.3.1.2	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.1.3.1.3.1	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.1.3.1.3.6	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	Table 3.1.3.1-1	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.7.1.7	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.10.4	 	[**Redacted**]	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issue	 	Date	 	Section(s)	 	Description of Change	 	ECN No’s
	 
	 	 	 	3.2.1.7.10.4.1	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.10.4.2	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.10.4.3	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.10.4.4	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.10.4.5	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.10.4.6	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.10.4.7	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.10.4.9	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	Table 3.2.1.7.10-1	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.11.2.2	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.11.3.5	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.11.3.6	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.11.4.5	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	Table 3.2.1.7.5-1	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.11.3.1	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.11.3.2	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.11.4.1	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.11.4.2	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.11.4.4	 	[**Redacted**]	 	 	 	 
	 
	 	 	 	3.2.1.7.11.5.3	 	[**Redacted**]	 	 	 	 






 









 






Document Review & Approval Status




	 	 	 
	CCB Management Review / Approval Date:

	 	 
	 
	 	 
	CCB Technical Review / Approval Date:
	 	 
	 
	 	 
	The most recent version of this document was reviewed and approved by:
	 	 






 









 






Table of Contents




	 	 	 	 	 
	1. Scope
	 	 	7	 
	1.1 Purpose
	 	 	7	 
	1.2 System Overview
	 	 	7	 
	1.3 Document Overview
	 	 	7	 
	 
	 	 	 	 
	2. Applicable Documents
	 	 	1	 
	2.1 Government Documents
	 	 	1	 
	 
	 	 	 	 
	2.1.1 Specifications
	 	 	1	 
	2.1.2 Standards
	 	 	1	 
	2.2 Non-Government Documents
	 	 	1	 
	2.2.1 DigitalGlobe Documents
	 	 	1	 
	2.2.2 Space Segment Integrator Documents
	 	 	1	 
	2.2.3 Other Documents
	 	 	1	 
	2.3 Reference Documents
	 	 	1	 
	 
	 	 	 	 
	3. Requirements
	 	 	1	 
	 
	 	 	 	 
	4. Verification
	 	 	1	 
	4.1 Wideband Subsystem Testing
	 	 	1	 
	 
	 	 	 	 
	5. Quality Assurance
	 	 	5	 






 









 





Scope




Purpose



This document describes the requirements for design and implementation of the DigitalGlobe
WorldView-2 Satellite, being constructed to support DigitalGlobe commercial imaging operations.




System Overview



Ball Aerospace & Technology Corporation (BATC) is providing the integrated WorldView-2 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 110 (WV110)
Instrument. This will be the same Bus design as used for the WorldView-1 Satellite, which carries
the WV60 Instrument. The WV110 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. In addition, DigitalGlobe is providing some electrical cables as CFE to BATC. 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 at 770 km (although it is
compatible with a range of altitudes) with a descending equator crossing time of 10:30 AM.
[**Redacted**]. Image data is recorded by the Spacecraft Bus and is normally downlinked to
DigitalGlobe ground stations in Alaska and Norway. However, direct downlink to user sites may also
be performed in certain circumstances. Direct downlink is via the normal wideband downlink, either
at full (800 Mbps) or half (400 Mbps) data rate.



A key feature of the WordView-2 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.




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 WV110 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.



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.






 









 





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.




Government Documents




[**Redacted**]




[**Redacted**]




[2 pages**Redacted**]




 









 








Requirements



Requirements are provided in tabular form in a separate Excel file (replace this page in hard
copy).




 









 








Verification



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




Wideband Subsystem Testing



The Wideband Subsystem testing shall be accomplished following Diagrams 1 through 3 below. These
tests shall not be required if the design implementation of the WorldView-2 Wideband Subsystem is
identical to that of WorldView-1, with the concurrence of DigitalGlobe.




[**Redacted**]




 









 








DIAGRAM 1




The [**Redacted**] shall perform this as part of the Acceptance Testing [**Redacted**]




 









 








DIAGRAM 2




This is a one-time only test [**Redacted**]




 









 








DIAGRAM 3




This is a one-time only test [**Redacted**]




 









 








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.




DigitalGlobe Proprietary and Confidential




 









 








	 	 	 	 	 
	Paragraph	 	Title	 	Requirement
	3.0

	 	Requirements
	 	Section 3 requirements are all
provided in a tabular form.
Remarks contained in the
Rationale/Info rows (if shown)
shall NOT be considered a
formal part of this
specification and are provided
for reference only.
	 
	 	 	 	 
	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
	 	Figures 3.1-1 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**].
	 
	 	 	 	 
	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
Figure 3.1-2 Satellite
Coordinate System; 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.).






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential

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




 3-1









 





[**Redacted**]




Figure 3.1-1: Satellite Component Tree




ITAR Controlled Document — DigitalGlobe Proprietary and Confidential

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




 3-2









 








[**Redacted**]




Figure 3.1-2: Satellite Coordinate System




ITAR Controlled Document — DigitalGlobe Proprietary and Confidential

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




 3-3









 








	 	 	 	 	 	 	 
	Paragraph	 	Title	 	Requirement	 	 
	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**]	 	 
	 
	 	 	 	 	 	 
	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.	 	 
	 
	 	 	 	 	 	 
	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	 	 	 	 




ITAR Controlled Document — DigitalGlobe Proprietary and Confidential

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


 3-4









 






	 	 	 	 	 	 	 
	Paragraph	 	Title	 	Requirement	 	 
	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**]	 	 
	 
	 	 	 	 	 	 
	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**] with an [**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
	 	The following paragraphs define high-level requirements for Satellite — Launch Vehicle compatibility; detailed 	 	 




ITAR Controlled Document — DigitalGlobe Proprietary and Confidential

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



 3-5









 






	 	 	 	 	 	 	 
	Paragraph	 	Title	 	Requirement	 	 
	 

	 	Vehicle Interfaces
	 	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**]	 	 






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential

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




 3-6

















 





	 	 	 	 	 
	Paragraph	 	Title	 	Requirement
	3.1.3

	 	Customer Furnished Equipment	 	 
	 
	 	 	 	 
	3.1.3.1

	 	[**Redacted**] Instrument
	 	The [**Redacted**] 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 units as specified in the
Spacecraft Bus to Instrument ICDs.
	 
	 	 	 	 
	3.1.3.1.1.3

	 	Mass Properties
	 	The Spacecraft Bus shall be capable of supporting an Instrument with the following mass
properties, including all Instrument units and interconnecting cables provided as CFE, not
including Instrument-mounted Bus components and associated cables, cables between the
Instrument and the Spacecraft Bus, SSI-provided Instrument equipment, DigitalGlobe-provided
Instrument equipment, mechanical fasteners, or other equipment required to establish the
Instrument to Bus interface (SSI-provided):

[**Redacted**]
	 
	 	 	 	 
	3.1.3.1.1.4

	 	Instrument-Mounted
	 	The SSI shall provide the following equipment to be mounted on the Instrument:
	 

	 	Spacecraft Bus Equipment
	 	[**Redacted**]
	 
	 	 	 	 
	3.1.3.1.1.5

	 	Instrument Fields of View
	 	The Spacecraft Bus shall provide the Instrument with [**Redacted**]






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3-7









 






	 	 	 	 	 
	Paragraph	 	Title	 	Requirement
	3.1.3.1.1.6

	 	Instrument 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 the Instrument 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

	 	Reserved	 	 
	 
	 	 	 	 
	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**]







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3-8









 






	 	 	 	 	 
	Paragraph	 	Title	 	Requirement
	3.1.3.1.3.3

	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 
	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 Table
3.1.3.1-1 Instrument Operating Power 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 Table 3.1.3.1-1 Instrument Operating Power [**Redacted**]
	 
	 	 	 	 
	 

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

	 	 	 	c) [**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 [**Redacted**]
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**].






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	Paragraph	 	Title	 	Requirement
	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 [**Redacted**] as follows:

[**Redacted**]
	 
	 	 	 	 
	3.1.3.1.5

	 	Image Data Interfaces
	 	The Spacecraft Bus shall provide image data interfaces [**Redacted**]:
	 
	 	 	 	 
	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**]






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Table 3.1.3.1-1: Instrument Operating Power




Sensor Subsystem Power (W)




	 	 	 	 	 	 	 
	Operating State	 	Unit	 	[**Redacted**]	 	[**Redacted**]
	[**Redacted**]

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

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

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

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

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

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

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

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









	 	 	 
	Notes:
	 
	1.	 	Operating across all available bands, full sensor swath width.
	 
	2.	 	Line rates are for Pan band; MS bands are at 1/4 these rates.





WV110 Instrument Thermal Control Power (W)




	 	 	 	 	 
	Operating State	 	Orbit Average	 	Peak (All Heaters On)
	[**Redacted**]

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

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

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

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









	 	 	 
	Notes:




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	In [**Redacted**], average power increases from [**Redacted**]





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	Paragraph	 	Title	 	Requirement
	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 WV110 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).
	 
	 	 	 	 
	3.2.1.1.2

	 	Orbits	 	 
	 
	 	 	 	 
	3.2.1.1.2.1

	 	General Orbit Compatibility
	 	a) The Satellite shall be capable of operating at any [**Redacted**] altitude between [**Redacted**]
	 
	 

	 	 
	 	b) Specific analyses to verify performance shall be performed at a minimum at the Mission Orbits
defined below, and at intermediate altitudes as needed.
	 
	 	 	 	 
	3.2.1.1.2.2

	 	Reserved	 	 
	 
	 	 	 	 
	3.2.1.1.2.3

	 	Mission Orbit
	 	The Mission Orbit shall be defined as:

[**Redacted**]
	 
	 	 	 	 
	3.2.1.1.2.4

	 	Reserved	 	 





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	Paragraph	 	Title	 	Requirement
	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**]
	 
	 	 	 	 
	3.2.1.1.3

	 	Reserved	 	 
	 
	 	 	 	 
	3.2.1.1.4

	 	End of Life Disposal
	 	[**Redacted**] prior to EOL, the Satellite shall be capable of all operations required to [**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 3.2.1.2-1 Normal
Operating Modes, with the following additional requirements:

[**Redacted**]
	 
	 	 	 	 
	3.2.1.2.2

	 	Special /Contingency
Modes
	 	The Satellite shall, at a minimum, provide the modes defined in Table 3.2.1.2-2 Special / Contingency
Modes, with the following additional requirements:

[**Redacted**]







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	Paragraph	 	Title	 	Requirement
	3.2.1.2.3

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






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Table 3.2.1.2-1: 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**]








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Table 3.2.1.2-2: Special / Contingency Modes




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

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

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

	 	[**Redacted**]	 	 






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Table 3.2.1.2-3: Simultaneous Operations




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Simultaneous	 	Normal Operating Modes	 	Special / Contingency Modes
	Operations	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]	 	[**Redacted**]
	Recording 

Image Data

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

Ancillary 

Data

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Transmitting
recorded
Image and
Ancillary
Data

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Recording
Satellite state
of health data

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

stored state-

of-health data

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

real-time 

state-of-health 

data

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Preserving
stored Image
and Ancillary
Data

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

stored state-

of-health data

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






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	Simultaneous	 	Normal Operating Modes	 	Special / Contingency Modes
	Operations	 	[**Redacted**]	 	[**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**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Executing 

stored 

commands

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






[**Redacted**]




[**Redacted**]




[**Redacted**]




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	Paragraph	 	Title	 	Requirement
	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.
	 
	 	 	 	 
	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	 	 






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	Paragraph	 	Title	 	Requirement
	3.2.1.5.1

	 	Viewing Angles
	 	Viewing angles referred to in [**Redacted**] and elsewhere in this specification shall be as defined below.
	 
	 	 	 	 
	3.2.1.5.1.1

	 	Nominal Field of Regard
	 	The Nominal Field of Regard shall be defined as [**Redacted**]
	 
	 	 	 	 
	3.2.1.5.1.2

	 	Maximum Field of
Regard
	 	The Maximum Field of Regard shall be defined as [**Redacted**]
	 
	 	 	 	 
	3.2.1.5.1.3

	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 
	3.2.1.5.1.4

	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 
	3.2.1.5.2

	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 
	3.2.1.5.2.1

	 	Imaging Operations
	 	It shall be possible to perform the Imaging Operations defined in Fig 3.2.1.5-[**Redacted**]
	 
	 	 	 	 
	3.2.1.5.2.2

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

	 	Narrowband Downlinks
	 	[**Redacted**]






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	Paragraph	 	Title	 	Requirement
	3.2.1.5.2.3

	 	[**Redacted**]

Instrument Mass

Properties

[**Redacted**]
	 	For purposes of verifying the Satellite’s ability to perform [**Redacted**], the
following mass properties may be assumed for the [**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**]

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**]






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	Paragraph	 	Title	 	Requirement
	3.2.1.5.5.2

	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 
	3.2.1.5.6

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






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WorldView-2 Satellite Specification_WV675
Rev 2.0: 16 February 2007



[**Redacted**]




Figure 3.2.1.5-1: Imaging Operations




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Table 3.2.1.5-1: Instrument Operating Modes




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Pan Line Rate	 	MS Line Rate	 	 	 	 	 	Comp. Levels
	Mode	 	Application	 	(lines/sec)	 	(lines/sec)	 	Aggregation	 	TDI Rate	 	(bpp) *
	1

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	5

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	6

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	7

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	8

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






[**Redacted**]




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	Paragraph	 	Title	 	Requirement
	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.
	 
	 	 	 	 
	3.2.1.6.1.1

	 	[**Redacted**]
	 	For every image
[**Redacted**], at the
nominal line rate of
[**Redacted**] the
[**Redacted**] shall be at
least [**Redacted**],
[**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**]






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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




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	Paragraph	 	Title	 	Requirement
	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**]






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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	Paragraph	 	Title	 	Requirement
	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

	 	WV110 Instrument

Cleanliness
	 	[**Redacted**]
	 
	 	 	 	 
	3.2.1.6.4.1

	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 
	3.2.1.6.4.2

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






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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	Paragraph	 	Title	 	Requirement
	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**]






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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	Paragraph	 	Title	 	Requirement
	3.2.1.7.1.3.2

	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 
	3.2.1.7.1.3.3

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






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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	Paragraph	 	Title	 	Requirement
	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**]






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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	Paragraph	 	Title	 	Requirement
	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**]






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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	Paragraph	 	Title	 	Requirement
	3.2.1.7.1.4.3

	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 
	3.2.1.7.1.4.4

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






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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	Paragraph	 	Title	 	Requirement
	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**]






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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	Paragraph	 	Title	 	Requirement
	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**]






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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	Paragraph	 	Title	 	Requirement
	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**]
	 	[**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**]






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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	Paragraph	 	Title	 	Requirement
	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**]






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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	Paragraph	 	Title	 	Requirement
	3.2.1.7.2.9.5

	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 
	3.2.1.7.2.10

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






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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	Paragraph	 	Title	 	Requirement
	3.2.1.7.2.11.1

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

	 	 	 	[**Redacted**]
	 
	 	 	 	 
	3.2.1.7.2.11.2

	 	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**]






Table 3.2.1.7.2-1: Star Tracker Centroid Accuracy (arc-seconds)




	 	 	 	 	 
	Parameter

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

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

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

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

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






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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3-39 









 





	 	 	 
	[**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.





3-40 












 





	 	 	 	 	 
	Paragraph	 	Title	 	Requirement
	3.2.1.7.3

	 	Propulsion	 	 
	 
	 	 	 	 
	3.2.1.7.3.1

	 	Minimum Propellant Capacity
	 	The WorldView-2 Propulsion subsystem shall have [**Redacted**]
	 
	 	 	 	 
	3.2.1.7.3.2

	 	Total Delta-V Capability
	 	The Propulsion subsystem shall provide sufficient [**Redacted**] to perform the following functions
over the duration defined in Section 3.2.1.1.1 Mission Life, in the orbit defined in Section
3.2.1.1.2.3 Mission Orbit:

[**Redacted**]






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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	Paragraph	 	Title	 	Requirement
	3.2.1.7.3.3

	 	Inefficiencies of Operation
	 	The Propulsion subsystem 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**]
	 	The SSI shall provide delta-V budgets to determine the available mission life at the following
altitudes, assuming [**Redacted**]






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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3-42









 





	 	 	 	 	 
	Paragraph	 	Title	 	Requirement
	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.
	 
	 	 	 	 
	3.2.1.7.4.3

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






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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3-43









 





	 	 	 	 	 
	Paragraph	 	Title	 	Requirement
	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**]
	 
	 	 	 	 
	3.2.1.7.4.9

	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 
	3.2.1.7.4.10

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






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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3-44









 





	 	 	 	 	 
	Paragraph	 	Title	 	Requirement
	3.2.1.7.4.11

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






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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3-45









 





	 	 	 	 	 
	Paragraph	 	Title	 	Requirement
	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 [**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**]






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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3-46









 





	 	 	 	 	 
	Paragraph	 	Title	 	Requirement
	3.2.1.7.5.1.5

	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 
	3.2.1.7.5.1.6

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






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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3-47









 





	 	 	 	 	 
	Paragraph	 	Title	 	Requirement
	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 WorldView-2 Satellite identification used for command verification and acceptance shall be:

[**Redacted**]
	 
	 	 	 	 
	3.2.1.7.5.2

	 	State-of-Health Telemetry	 	 






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3-48









 





	 	 	 	 	 
	Paragraph	 	Title	 	Requirement
	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**]






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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3-49









 





	 	 	 	 	 
	Paragraph	 	Title	 	Requirement
	3.2.1.7.5.2.6

	 	Unique Satellite

Identification
	 	All telemetry data shall periodically include a Satellite identification that is unique to the
WorldView-2 Satellite and shall be: [**Redacted**].
	 
	 	 	 	 
	3.2.1.7.5.2.7

	 	Storage Capacity
	 	The C&DH subsystem shall be capable of storing at least [**Redacted**] of telemetry at an
average rate of [**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 Table
3.2.1.7.5-1 Standard Ancillary Data Content.
	 
	 	 	 	 
	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.






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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3-50









 





	 	 	 	 	 
	Paragraph	 	Title	 	Requirement
	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 [**Redacted**] as follows: [**Redacted**]






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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	Paragraph	 	Title	 	Requirement
	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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3-52









 





Table 3.2.1.7.5-1: Standard Ancillary Data Content




	 	 	 	 	 	 	 
	Data Type	 	Description	 	Frequency	 	Minimum Rate
	Continuous Ancillary Data Stream
	 
	[**Redacted**]

	 	[**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**]	 	 






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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3-53









 





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3-54










 





	 	 	 	 	 
	Paragraph	 	Title	 	Requirement
	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**]






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3-55









 








	 	 	 	 	 
	Paragraph	 	Title	 	Requirement
	 
	 	 	 	 
	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**]
	 
	 	 	 	 
	3.2.1.7.6.2

	 	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**]
	 
	 	 	 	 
	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**]






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	Paragraph	 	Title	 	Requirement
	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**].






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	Paragraph	 	Title	 	Requirement
	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.


c) 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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	Paragraph	 	Title	 	Requirement
	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**]






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	Paragraph	 	Title	 	Requirement
	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**]






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	Paragraph	 	Title	 	Requirement
	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**]
	 
	 	 	 	 
	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**]	 	 
	 
	 	 	 	 
	3.2.1.7.7.1.17

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






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          [**Redacted**]




Figure 3.2.1.7.7-1: Wideband Data Wrappers



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	Paragraph	 	Title	 	Requirement
	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**]	 	 
	 
	 	 	 	 
	3.2.1.7.7.2.7

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





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	Paragraph	 	Title	 	Requirement
	3.2.1.7.7.2.8

	 	[**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**]
	 
	 	 	 	 
	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**]






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	Paragraph	 	Title	 	Requirement
	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**]






ITAR Controlled Document — DigitalGlobe Proprietary and Confidential




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[2 pages **Redacted**]




Figure 3.2.1.7.7-2: Wideband Data Randomizer




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	Paragraph	 	Title	 	Requirement
	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
	 	EPDS performance shall be evaluated using the following operational scenarios:

[**Redacted**]






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	Paragraph	 	Title	 	Requirement
	3.2.1.7.8.4

	 	Instrument Power
	 	The EPDS shall provide power to the Instrument as specified in Section 3.1.3.3 Power Interfaces.
	 
	 	 	 	 
	3.2.1.7.8.5

	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 
	3.2.1.7.8.6

	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 
	3.2.1.7.8.7

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






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	Paragraph	 	Title	 	Requirement
	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.

[**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.






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	Paragraph	 	Title	 	Requirement
	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**]






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	Paragraph	 	Title	 	Requirement
	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**]
	 
	 	 	 	 
	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
	 	The Thermal Control Subsystem performance shall be evaluated using the following operational scenarios:

[**Redacted**]
	 
	 	 	 	 
	3.2.1.7.10.4

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






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	Paragraph	 	Title	 	Requirement
	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

	 	Reserved	 	 
	 
	 	 	 	 
	3.2.1.7.10.4.9

	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 
	3.2.1.7.10.5

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






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Table 3.2.1.7.10-1: Instrument Heater Circuits




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Channel (Prime &	 	 	 	Circuit	 	Nominal Set Points (oC)
	Redundant)	 	Circuit ID	 	Resistance (W)	 	On	 	Off	 	On	 	Off
	[**Redacted**]

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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






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	Channel (Prime &	 	 	 	Circuit	 	Nominal Set Points (oC)
	Redundant)	 	Circuit ID	 	Resistance (W)	 	On	 	Off	 	On	 	Off
	[**Redacted**]

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
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	Paragraph	 	Title	 	Requirement
	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**]
	 
	 	 	 	 
	3.2.1.7.11.1.1

	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 
	3.2.1.7.11.1.2

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






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	Paragraph	 	Title	 	Requirement
	3.2.1.7.11.1.3

	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 
	3.2.1.7.11.1.4

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

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






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	Paragraph	 	Title	 	Requirement
	3.2.1.7.11.1.5

	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 
	3.2.1.7.11.1.6

	 	[**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**]






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	Paragraph	 	Title	 	Requirement
	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**]
	 
	 	 	 	 
	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**]
	 	[**Redacted**]
	 
	 	 	 	 
	3.2.1.7.11.3.8

	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 
	3.2.1.7.11.3.9

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






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	Paragraph	 	Title	 	Requirement
	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**]
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	Paragraph	 	Title	 	Requirement
	3.2.1.7.11.4.8

	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 
	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**]
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	Paragraph	 	Title	 	Requirement
	3.2.1.7.11.5.4

	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 
	3.2.1.7.11.5.5

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






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Table 3.2.1.7.11-1: Simultaneous Operations with Direct Tasking




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Direct Tasking	 	Normal Tasking
	 	 	 	 	Receive Tasking	 	Transmit Telemetry	 	Transmit Image Data	 	Perform Imaging	 	Receive Commands	 	Transmit Telemetry	 	Transmit Image Data	 	Perform Imaging
	Direct Tasking

	 	Receive Tasking
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Transmit Telemetry
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Transmit Image Data
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Perform Imaging
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Normal Tasking

	 	Receive Commands
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Transmit Telemetry
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Transmit Image Data
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Perform Imaging
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]






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Figure 3.2.1.7.11-1: Simultaneous Direct Tasking Windows




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	Paragraph	 	Title	 	Requirement
	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**].
	 
	 	 	 	 
	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**]
	 
	 	 	 	 
	3.2.3.2

	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 
	3.2.3.3

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






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	Paragraph	 	Title	 	Requirement
	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**]
	 
	 	 	 	 
	3.2.3.4.1.1

	 	[**Redacted**]
	 	[**Redacted**]
	 
	 	 	 	 
	3.2.3.4.1.2

	 	[**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**].
[**Redacted**]
	 
	 	 	 	 
	3.2.5.1

	 	Environmental Conditions
	 	The Satellite shall meet
all functional and
performance requirements
after exposure to the
following environments.
	 
	 	 	 	 
	3.2.5.2

	 	Launch Induced Environments
	 	[**Redacted**]
	 
	3.2.5.3

	 	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**]






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	Paragraph	 	Title	 	Requirement
	3.2.5.4

	 	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.
	 
	 	 	 	 
	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 DigitalGlobe Space
Segment Specification
Addendum, including at a
minimum the following
items:

[**Redacted**]
	 
	 	 	 	 
	3.3.1.1

	 	Radiated Emissions from 
the
Sensor Subsystem
	 	SSI-provided equipment
shall be meet the
requirements of this
specification when
subjected to radiated
emissions from the SSS up
to the levels defined in
Figure 3.3-1,
[**Redacted**]
	 
	 	 	 	 
	3.3.2

	 	SEUs
	 	[**Redacted**]
	 
	 	 	 	 
	3.3.3

	 	Immunity to Latch-Up
	 	[**Redacted**]
	 
	 	 	 	 
	3.3.4

	 	Cleanliness and
Contamination Control
	 	[**Redacted**]






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	Paragraph	 	Title	 	Requirement
	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
[**Redacted**], including
at a minimum:

[**Redacted**]
	 
	 	 	 	 
	3.3.6

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






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[**Redacted**]




Figure 3.3-1: Sensor Subsystem Radiated Emission Levels




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Attachment 2




Statement of Work for the WorldView-2 Satellite, Rev 2.0

Dated 6 August 2007



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EXHIBIT B to Agreement 8862

Statement of Work

for the WorldView-2 Satellite




	 	 	 	 	 	 	 
	 
	 	Release Date:	 	6 August 2007
	 
	 	Issue/Revision:	 	Rev 2.0
	 
	 	Prepared by:	 	[**Redacted**]
	 
	 	Date Approved by CCB:	 	 
	 
	 	Date Verified by CM:	 	 






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 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



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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..



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Change Record




	 	 	 	 	 	 	 
	Issue	 	Date	 	Section(s)	 	Description of Change
	Initial
	 	2 Oct 06	 	All	 	[**Redacted**]
	Rev 1.0
	 	26 Jan 07	 	All	 	[**Redacted**]
	 
	 	 	 	1.1	 	[**Redacted**]
	 
	 	 	 	2.1	 	[**Redacted**]
	 
	 	 	 	10.x	 	[**Redacted**]
	 
	 	 	 	10.2.4	 	[**Redacted**]
	 
	 	 	 	10.2.5	 	[**Redacted**]
	 
	 	 	 	10.2.6	 	[**Redacted**]
	 
	 	 	 	10.2.7	 	[**Redacted**]
	 
	 	 	 	10.2.8	 	[**Redacted**]
	 
	 	 	 	10.2.9	 	[**Redacted**]
	 
	 	 	 	10.5.7	 	[**Redacted**]
	 
	 	 	 	Attch 2	 	[**Redacted**]
	 
	 	 	 	Attch2	 	[**Redacted**]
	Rev 2.0
	 	20 Jul 07	 	2.1	 	[**Redacted**]
	 
	 	 	 	2.2	 	[**Redacted**]
	 
	 	 	 	3.1	 	[**Redacted**]
	 
	 	 	 	4.3	 	[**Redacted**]
	 
	 	 	 	4.5.3.1	 	[**Redacted**]
	 
	 	 	 	9.3.e.13.e	 	[**Redacted**]
	 
	 	 	 	13.8.1	 	[**Redacted**]
	 
	 	 	 	13.8.2	 	[**Redacted**]
	 
	 	 	 	16.0	 	[**Redacted**]
	 
	 	 	 	Attch 1	 	[**Redacted**]
	 
	 	 	 	Attch 2	 	[**Redacted**]





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i









 





TABLE OF CONTENTS




	 	 	 	 	 
	1.0 Introduction
	 	 	1	 
	 
	 	 	 	 
	1.1 Definitions
	 	 	1	 
	 
	 	 	 	 
	1.2 Program Overview
	 	 	2	 
	 
	 	 	 	 
	2.0 Documents
	 	 	3	 
	 
	 	 	 	 
	2.1 Applicable Documents
	 	 	3	 
	 
	 	 	 	 
	2.2 Reference Documents
	 	 	5	 
	 
	 	 	 	 
	3.0 Contract Deliverables
	 	 	6	 
	 
	 	 	 	 
	3.1 Deliverable Items
	 	 	6	 
	 
	 	 	 	 
	3.2 Deliverable Data
	 	 	6	 
	 
	 	 	 	 
	3.3 Deliverable Services
	 	 	6	 
	 
	 	 	 	 
	4.0 Program Management
	 	 	7	 
	 
	 	 	 	 
	4.1 Program Philosophy
	 	 	7	 
	 
	 	 	 	 
	4.2 SSI Organization (CDIL PM-1)
	 	 	7	 
	 
	 	 	 	 
	4.3 DigitalGlobe Management
	 	 	8	 
	 
	 	 	 	 
	[**Redacted**]
	 	 	8	 
	 
	 	 	 	 
	4.4.1 GENERAL
	 	 	8	 
	 
	 	 	 	 
	4.4.2 MPS CONSTRUCTION
	 	 	9	 
	 
	 	 	 	 
	4.4.3 REPORTS
	 	 	9	 
	 
	 	 	 	 
	4.5 Meetings & Reviews
	 	 	9	 
	 
	 	 	 	 
	4.5.1 WEEKLY STATUS MEETING
	 	 	9	 
	 
	 	 	 	 
	4.5.2 MONTHLY PROGRAM STATUS REVIEW
	 	 	9	 
	 
	 	 	 	 
	4.5.3 PROGRAM MILESTONE REVIEWS
	 	 	10	 
	 
	 	 	 	 
	4.5.4 COMPONENT/SUBSYSTEM DESIGN REVIEW LISTING
(CDIL PM-3)
	 	 	11	 
	 
	 	 	 	 
	4.5.5 COMPONENT/SUBSYSTEM TEST READINESS / DATA REVIEW LISTING
(CDIL PM-4)
	 	 	11	 
	 
	 	 	 	 
	4.5.6 DIGITALGLOBE MEETINGS
	 	 	12	 
	 
	 	 	 	 
	4.6 Documentation Management
	 	 	12	 
	 
	 	 	 	 
	4.6.1 ACCESS TO PROGRAM TECHNICAL DATA
	 	 	12	 





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	4.6.2 OBJECTIVE
	 	 	12	 
	 
	 	 	 	 
	4.6.3 DOCUMENTATION LISTING (CDIL PM-5)
	 	 	13	 
	 
	 	 	 	 
	4.7 Action Item Tracking (CDIL PM-6)
	 	 	13	 
	 
	 	 	 	 
	4.8 Financial Management
	 	 	13	 
	 
	 	 	 	 
	4.8.1 HISTORICAL RECORD OF PAYMENTS (CDIL PM-7)
	 	 	13	 
	 
	 	 	 	 
	4.8.2 PAYMENTS FORECAST (CDIL PM-7)
	 	 	13	 
	 
	 	 	 	 
	4.9 Contract Change Control
	 	 	14	 
	 
	 	 	 	 
	4.10 Documentation
	 	 	14	 
	 
	 	 	 	 
	5.0 Design
	 	 	15	 
	 
	 	 	 	 
	5.1 General
	 	 	15	 
	 
	 	 	 	 
	5.2 Working Groups and Trade Studies
	 	 	15	 
	 
	 	 	 	 
	5.2.1 WORKING GROUPS
	 	 	15	 
	 
	 	 	 	 
	5.2.2 TRADE STUDIES
	 	 	15	 
	 
	 	 	 	 
	5.3 Satellite Design Data
	 	 	15	 
	 
	 	 	 	 
	[**Redacted**]
	 	 	 	 
	 
	 	 	 	 
	5.4 Design Review
	 	 	21	 
	 
	 	 	 	 
	5.5 Documentation
	 	 	21	 
	 
	 	 	 	 
	6.0 Product Assurance
	 	 	22	 
	 
	 	 	 	 
	6.1 Product Assurance Plan
	 	 	22	 
	 
	 	 	 	 
	[**Redacted**]
	 	 	 	 
	 
	 	 	 	 
	6.2 As-Built Configuration and Conformance
	 	 	23	 
	 
	 	 	 	 
	[**Redacted**]
	 	 	 	 
	 
	6.4 Documentation
	 	 	23	 
	 
	 	 	 	 
	6.5 Known Non-Compliant Hardware
	 	 	23	 
	 
	 	 	 	 
	6.6 Parts Plan
	 	 	24	 
	 
	 	 	 	 
	6.7 Military Standard 461
	 	 	24	 
	 
	 	 	 	 
	7.0 Procurement
	 	 	25	 
	 
	 	 	 	 
	7.1 General
	 	 	25	 
	 
	 	 	 	 
	7.2 [**Redacted**]
	 	 	 	 
	 
	7.3 Encryption/Decryption Devices
	 	 	25	 
	 
	 	 	 	 
	7.4 Reviews
	 	 	25	 





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	[**Redacted**]
	 	 	 	 
	 
	7.6 Documentation
	 	 	25	 
	 
	 	 	 	 
	7.7 Subcontract Flow-downs
	 	 	26	 
	 
	 	 	 	 
	7.7.1 ASSIGNMENT CLAUSE
	 	 	26	 
	 
	 	 	 	 
	7.7.2 ACCESS
	 	 	26	 
	 
	 	 	 	 
	8.0 Production Activities
	 	 	27	 
	 
	 	 	 	 
	8.1 General
	 	 	27	 
	 
	 	 	 	 
	8.2 Production Process
	 	 	27	 
	 
	 	 	 	 
	8.3 Access
	 	 	27	 
	 
	 	 	 	 
	8.4 Production Documentation
	 	 	27	 
	 
	 	 	 	 
	9.0 Integration and Test Activities
	 	 	28	 
	 
	 	 	 	 
	9.1 General
	 	 	28	 
	 
	 	 	 	 
	[**Redacted**]
	 	 	 	 
	 
	 	 	 	 
	9.9 Test Reviews
	 	 	30	 
	 
	 	 	 	 
	 
	 	 	 	 
	9.10 Optional Testing
	 	 	30	 
	 
	 	 	 	 
	[**Redacted**]
	 	 	 	 
	 
	 	 	 	 
	11.0 Storage and Delivery
	 	 	35	 
	 
	 	 	 	 
	11.1 General
	 	 	35	 
	 
	 	 	 	 
	11.2 Satellite Pre-Shipment Review
	 	 	35	 
	 
	 	 	 	 
	11.3 Satellite Pre-Shipment Storage
	 	 	35	 
	 
	 	 	 	 
	11.4 Pre-Shipment Re-Test
	 	 	35	 
	 
	 	 	 	 
	11.5 Satellite Shipping and Delivery
	 	 	36	 
	 
	 	 	 	 
	11.6 Satellite Launch Site Storage
	 	 	36	 
	 
	 	 	 	 
	12.0 Launch Support Services
	 	 	37	 
	 
	 	 	 	 
	12.1 General
	 	 	37	 
	 
	 	 	 	 
	12.2 Requirement Definition
	 	 	37	 
	 
	 	 	 	 
	12.3 Technical Interchange Meetings
	 	 	37	 
	 
	 	 	 	 
	12.4 [**Redacted**]
	 	 	 	 
	 
	 	 	 	 
	12.5 Export Regulations
	 	 	38	 
	 
	 	 	 	 
	12.6 Adapter Fit-Check
	 	 	38	 





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	12.7 Launch Site Infrastructure
	 	 	38	 
	 
	 	 	 	 
	12.8 Launch Site Operations
	 	 	39	 
	 
	 	 	 	 
	12.9 Fueling
	 	 	39	 
	 
	 	 	 	 
	12.10 Launch Readiness Review
	 	 	39	 
	 
	 	 	 	 
	13.0 Mission Preparation and On-Orbit Commissioning
	 	 	40	 
	 
	 	 	 	 
	13.1 Training (CDIL LM-3)
	 	 	40	 
	 
	 	 	 	 
	13.1.1 TRAINING MATERIALS
	 	 	40	 
	 
	 	 	 	 
	13.1.2 TRAINING SESSIONS
	 	 	40	 
	 
	 	 	 	 
	[**Redacted**]
	 	 	 	 
	 
	13.11 Ground Stations
	 	 	44	 
	 
	 	 	 	 
	[**Redacted**]
	 	 	 	 
	 
	Attachment 1 Contract Data Items List
	 	 	1	 
	 
	 	 	 	 
	Attachment 2 Customer Furnished Equipment List
	 	 	6	 





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Introduction



This Statement of Work defines those tasks to be performed by SSI, the Space Segment Integrator, in
defining, designing, producing, testing, verifying, preparing for launch, and commissioning the
DigitalGlobe WorldView-2 (WV-2) Satellite. The SSI has the overall responsibility for Satellite
performance, as defined in the WV-2 Satellite Specification, provided the DG-furnished
[**Redacted**] Instrument meets its interfaces and specifications as defined in Paragraph 0.
Within this role, the SSI 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.




[**Redacted**]



SSI shall provide integrating services as defined herein and the hardware and software, exclusive
of Customer Furnished Equipment, that comprise the WV-2 Satellite.



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



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




Definitions



Agreement: Satellite Purchase Agreement #8862 by and between DigitalGlobe, Inc. and Ball Aerospace
and Technologies Corp., dated 2 October 2006, as amended.



Authorization to Proceed (ATP): Effective date of work commencement, 2 October 2006.



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
[**Redacted**] Instrument and the Spacecraft Bus.



[**Redacted**] 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 is provided by ITT Industries.



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).



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



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).



WorldView-2 Spacecraft Bus: The Bus is that part of the Satellite that provides the support
infrastructure so the Instrument can function.




[**Redacted**]



Initial Acceptance: Occurs upon the earliest of one of the following events:




     [**Redacted**]


Upon Initial Acceptance, the Satellite is considered to be delivered to DigitalGlobe.



Final Acceptance: Occurs following Initial Acceptance upon submittal and acceptance of the
Commissioning reports and any other outstanding Deliverable Data and Deliverable Services.




Program Overview



Under this Scope of Work, DigitalGlobe will procure one satellite to support the WorldView-2
program and future commercial operations.



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Documents




Applicable Documents



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




	 	 	 	 	 
	DigitalGlobe Produced or Provided Documents
	 	 	 	 
	WV-2 Satellite Specification
	 	[**Redacted**]
	WV-2 Spacecraft Simulator Specification
	 	[**Redacted**]
	Risk Management Plan for WorldView Dev.
	 	[**Redacted**]
	WorldView Command & Telemetry Handbook Specification
	 	[**Redacted**]
	WV-2 Maneuver Planner Specification
	 	[**Redacted**]
	WV-2 Space Segment Specification Addendum
	 	[**Redacted**]
	 
	 	 	 	 
	SSI Produced Documents
	 	 	 	 
	SSI Product Assurance Plan
	 	[**Redacted**]
	SSI Supplier Product Assurance Plan
	 	[**Redacted**]
	SSI Document Control Procedure
	 	[**Redacted**]
	SSI Configuration and Data Management Plan
	 	[**Redacted**]
	Environmental Design and Test Specification
	 	[**Redacted**]
	Requirements Verification and Compliance Matrix (RVCM), WorldView-2
	 	[**Redacted**]
	GPS Receiver Procurement Specification
	 	[**Redacted**]
	 
	 	 	 	 
	Boeing Produced Documents
	 	 	 	 
	Delta II Payload Planner’s Guide
	 	[**Redacted**]
	 
	 	 	 	 
	Government Produced Documents
	 	 	 	 
	Eastern and Western Range Regulation, Range Safety
	 	[**Redacted**]
	 
	 	 	 	 
	Astrotech Vandenberg Facility Accommodations Manual
	 	[**Redacted**]
	 
	 	 	 	 
	Spaceport Systems International, Vandenberg Facility Accommodation Manual
	 	[**Redacted**]
	 
	 	 	 	 
	Requirements for the Control of Electromagnetic Interference Emissions and Susceptibility
	 	[**Redacted**]






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Reference Documents



The following documents of the exact revision shown provide the baseline [**Redacted**] instrument
and interface definition. DigitalGlobe shall provide the [**Redacted**] instrument that is
compliant with these documents.




	 	 	 	 	 
	DigitalGlobe Produced or Provided Documents
	 	 	 	 
	[**Redacted**] Instrument Specification
	 	[**Redacted**]
	[**Redacted**] Electro-Optical Assembly Finite Element Model
	 	[**Redacted**]
	[**Redacted**]
	 	 	 	 
	[**Redacted**] OTU Thermal Model Description (comprised of two zip files:
	 	[**Redacted**]
	[**Redacted**]
	 	 	 	 
	 
	 	 	 	 
	SSI Produced Documents
	 	 	 	 
	Interface Control Document (ICD) WV-110 Instrument to Spacecraft
	 	[**Redacted**]






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Contract Deliverables




Deliverable Items





	 	a.	 	WV-2 Satellite consisting of Spacecraft Bus (See WV675 WV-2 Satellite
Specification and WV899 WV-2 Space Segment Specification Addendum) and DG provided
[**Redacted**] Instrument: Delivery Date/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.	 	WV-2 Satellite Simulator (See WV901 WV-2 Satellite Simulator Specification)
	 
	 	 	 	Interim releases: [**Redacted**].
	 
	 	 	 	Feature complete: [**Redacted**].
	 
	 	 	 	Functional and performance signoff: [**Redacted**].
	 
	 	 	 	On orbit performance/tuning update: [**Redacted**]
	 
	 	 	 	[**Redacted**]





Deliverable Data




Reference Attachment 1: Contractor Data Items List (CDIL)




Deliverable Services





	 	a.	 	Storage and Delivery (Section 0)
	 
	 	b.	 	Launch Support (Section 0)
	 
	 	c.	 	Mission, Commissioning, & Readiness Support (Section 0)





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Program Management




Program Philosophy



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




SSI Organization (CDIL PM-1)



A dedicated Program Manager shall be appointed by SSI 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 the SSI contracts representative.



SSI 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




SSI 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.



The SSI 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.




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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 SSI.



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**]



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




[**Redacted**]



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



SSI shall develop and maintain a master schedule for the space segment.




General



This 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.




The network shall be made and maintained by SSI using Microsoft Project with updates provided
electronically on the server on a monthly basis. A hardcopy shall also be provided on request.




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MPS Construction




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
	 
	 	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.




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.




Meetings & Reviews



The SSI shall support the meetings and reviews listed in the following paragraphs.




Weekly Status Meeting



The SSI 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.




Monthly Program Status Review



The SSI Program Manager shall support a monthly Program Status Review with DigitalGlobe.




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Program Milestone Reviews



The SSI shall support the designs and test reviews listed in the following paragraphs.




List of Reviews



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





	 	a.	 	System Requirements Review (SRR), scope limited to changes from WV-1
	 
	 	b.	 	Preliminary Design Review (PDR), scope limited to changes from WV-1
	 
	 	c.	 	Critical Design Review (CDR), scope limited to changes from WV-1
	 
	 	d.	 	Instrument Integration Readiness Review
	 
	 	e.	 	Satellite Environmental Testing Readiness Reviews






1. [**Redacted**]




	 	f.	 	Launch Readiness Review (for those areas of SSI responsibility)






	 	g.	 	Operational Readiness Review (for those areas of SSI responsibility)





Content of Reviews





	 	A.	 	Design Reviews shall include that 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





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	 	B.	 	Test Readiness Reviews (TRR’s) shall include that information and documentation
typical of aerospace industry reviews, such as:






	 	1.	 	Test configuration including mechanical and electrical GSE
status, software versions, etc.
	 
	 	2.	 	Satellite configuration including identification of any
non-flight hardware or software
	 
	 	3.	 	Test plan and procedure overview, versions, etc.






	 	C.	 	Test Program Reviews will contain information and documentation typical of
aerospace industry test reviews such as:






	 	1.	 	Test data review
	 
	 	2.	 	Review of significant test anomalies (closed) and all material
discrepancy reports (MDRs) (closed) on a subsystem basis
	 
	 	3.	 	Review of all open test anomalies and MDRs on a subsystem basis

	 
	 	4.	 	Satellite configuration review
	 
	 	5.	 	Review of integration and test activities for the upcoming
program phase.





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



SSI shall prepare a summary listing of all planned component (box level) and subsystem design
reviews. This listing shall include SSI and vendor provided hardware, and SSI provided software
including the satellite simulator and maneuver planner software. This listing shall define the
meeting format and required attendance. SSI 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.




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



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




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DigitalGlobe Meetings



As necessary depending upon satellite configurations, DigitalGlobe will arrange separate contracts
for the:





	 	a.	 	Launch Vehicle Segment (LV)
	 
	 	b.	 	WV-110 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. SSI shall provide representation at these meetings as needed to
resolve interface issues.



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




Documentation Management




Access to Program Technical Data



DigitalGlobe will have access rights to all program technical data that SSI generates and
Subcontractor data to which SSI 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.




Objective



SSI 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: SSI shall include the DigitalGlobe Satellite Integration and Test
Point-of-Contact on the distribution list of all relevant WV SSI 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 SSI proprietary cost data.)
	 
	 	e.	 	DigitalGlobe access to all SSI documentation prepared on the project

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




As a primary supporting management tool, SSI 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




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software suite
for word processing, spreadsheets, presentations, and documentation databases.




Documentation Listing (CDIL PM-5)



SSI 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 WV-1 documents that are also applicable to
WV-2. Document updates are required to reflect content changes. Document updates are not required
if the sole purpose is to reflect applicability to WV-2.




Action Item Tracking (CDIL PM-6)



SSI shall maintain an Action Item List indicating all significant action items, including those of
SSI as well as those of other organizations that relate to interactions with SSI. 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. SSI shall be responsible for ensuring
closure of those items relating to SSI interactions and interfaces.




Financial Management



SSI 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:




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.




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. Future invoices relating to contract amendments
shall be separately forecast.




NOTE: Record of Payments and Payment Forecast are delivered as a single CDIL item.




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Contract Change Control




These are considered to be of three types only:





	 	a.	 	Contract Amendments
	 
	 	b.	 	Waivers
	 
	 	c.	 	Deviations




SSI 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.





Documentation



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




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Design




General



SSI 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. SSI 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.



Working Groups and Trade Studies




Working Groups




[**Redacted**]




Trade Studies




Reserved.




Satellite Design Data



The satellite shall be designed such that the environmental design criteria of the Instrument as
defined in the documents of paragraph 0 are not exceeded, and the structural, electrical, and
thermal characteristics, as defined in the documents of paragraph 0, of the Instrument are
accommodated.



DigitalGlobe shall provide information required to update the budgets for the Customer Furnished
Equipment, consistent with paragraph 0.



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



SSI 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.



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



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



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




SSI shall produce and maintain the Satellite to Ground Station Wideband Link ICD.




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



SSI 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 paragraph 0.




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




[**Redacted**]




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



SSI shall produce a satellite level RVCM. The RVCM will include requirements from the Satellite
Specification and the Instrument Specification if applicable. SSI 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. SSI 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 SSI’s option





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



SSI shall flow down requirements from the Satellite Specification to box level requirements. SSI
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:





	 	a.	 	[**Redacted**]




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



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Drawings (CDIL D-8)



A complete file of SSI drawings prepared for the WV-2 program, will be maintained on file in
electronic and hardcopy form, where appropriate. Electronic transfer to DigitalGlobe will
constitute delivery.




Performance Compliance and Risk Management




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.





	 	a.	 	[**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 0.




Risk Management Report (CDIL D-10)



SSI shall supply at PDR an initial Risk Status Report covering the system elements to be provided
by this SOW. The Risk Status Report shall be in accordance with the Risk Management Plan . The
Risk Status Report shall be updated and provided monthly following the PDR.




Subsystem Description Documents (CDIL D-11)




SSI 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






	 	 	 	c.1.1. [**Redacted**]






	d.	 	Power






	 	d.1. [**Redacted**]






	e.	 	Commanding the Subsystem
	 
	 	 	e.1. [**Redacted**]






	f.	 	Telemetry
	 
	 	 	f.1. [**Redacted**]
	 
	g.	 	Subsystem schematic including power, power returns, commands, and telemetry. This




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		 	 schematic shall be updated to reflect Engineering Change Orders.
	 
	h.	 	 Expected nominal operating methods and telemetry limits 










	 	 	h.1. [**Redacted**]






	i.	 	Operational constraints
	 
	 	 	i.1. [**Redacted**]
	 
	j.	 	Fault Protection






	 	 	 	j.1.1. [**Redacted**]






	 	 	j.2. List the information available to the operator to reconstruct or identify the fault.
	 
	k.	 	Interfaces between subsystem components
	 
	l.	 	Major interfaces with other subsystems




The Subsystem Description Documents shall be delivered at CDR + 4 months and again at approximately
Launch – 4 months with all changes documented. The subsystem schematic (item e.) shall be updated
as required throughout the program to reflect Engineering Change Orders.




Analysis and reports



SSI 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 and Life prediction. [**Redacted**] (CDIL D-16)
	 
	 	f.	 	Satellite Imaging Performance (CDIL D-17)
	 
	 	 	 	SSI 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:






	 	1.	 	[**Redacted**]





Other Interface Control Documents



SSI shall provide inputs, review, and verify the SSI 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.




Critical Items list (CDIL D-18)



SSI 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.




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





Engineering Reports (CDIL D-20)



A complete file of all relevant Engineering Reports (or whatever nomenclature the SSI uses),
prepared on WorldView 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 SSI proprietary cost data.)




Flight Software Source Code (CDIL D-21)



Per the terms of the software license agreement set forth in the Agreement, SSI 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**]



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




Composite Grounding Design (CDIL D-22)




[**Redacted**]




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



SSI 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. SSI
shall use the integrated Satellite model to:





	 	a.	 	Verify thermal interface requirements documented in the Spacecraft Bus to
Instrument ICD are being met. Although the SSI 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. SSI 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. SSI shall deliver these
temperature profiles to DigitalGlobe and forward a copy to ITT (so that ITT can verify
the instrument meets its requirements).




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




Coordinate Transformation Document (CDIL D-24)



SSI 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.




Flight Software Users Manual (CDIL D-25)



SSI 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.



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Component Acceptance Data Package (CDIL D-26)




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




[**Redacted**]




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




[**Redacted**]




Position and Attitude Accuracy (CDIL D-29)



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




Design Review



The design changes of the Satellite(s) from WV-1 shall be reviewed at a Preliminary Design Review
and a Critical Design Review, which will cover subsystem and system level issues. Design reviews
already executed under the WV-1 contract need not be duplicated. These reviews shall focus on
integrating the diverse performance, functional, and operational aspects of the Satellite program
including system level budgets. A data package (CDIL D-30 and CDIL D-31) of the review material
shall be provided at each review. An independent review team from SSI will be assigned to each
review.



Specific analyses and detailed designs shall be reviewed in less formal but more detailed desktop
reviews emphasizing electronic data transfer and coordination. At the lead engineers discretion an
independent reviewer will be invited to attend.




Documentation



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



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Product Assurance




Product Assurance Plan



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




SSI 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 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 the SSI’s Product Assurance
Plan.




The PCB consists of:





	 	a.	 	SSI PAM (Chairman)
	 
	 	b.	 	SSI WorldView 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) (non-voting adjunct members, except
that DigitalGlobe approval is required for electronic components with Lot Date codes
greater than 10 years as specified in the Spec Addendum. DigitalGlobe approval shall
not be unreasonably withheld.)





Subcontractor Parts Control Board (PCB)



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




PCB Meetings



PCB meeting shall be convened as needed. SSI shall notify DigitalGlobe of upcoming meetings at
least 1 working day in advance. DigitalGlobe attendance is optional and is at DigitalGlobe
discretion. SSI 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.



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Minimal PCB approval/disposition signatures include the SSI PAM and the SSI 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).




As-Built Configuration and Conformance




As-Built Configured Article List (CDIL QA-1)



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.




Certificate of Conformance (CDIL QA-2)



A Certificate of Conformance is 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.




Product Assurance Reviews (CDIL QA-3)



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. SSI 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





Documentation



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




Known Non-Compliant Hardware




[**Redacted**]



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Parts Plan




[**Redacted**]




Military Standard 461




          [**Redacted**]



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Procurement




General



SSI 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. SSI shall procure according to the CSO Supplier Product Assurance Plan. Procurement
activities shall be featured in the program master schedule.




Make/Buy Plans (CDIL PT-1)




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




Encryption/Decryption Devices




[**Redacted**]




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 0. The reviews will generally be
held at the vendor and DigitalGlobe personnel may attend, at their option.




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



SSI 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





Documentation



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



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Subcontract Flow-downs




Assignment Clause




[**Redacted**]




Access




[**Redacted**]



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Production Activities




General



SSI shall appoint a Production engineer responsible for ensuring that SSI’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.



SSI shall be responsible for the work associated with the production of the deliverable items,
except for the CFE items identified in Section 10.0. SSI 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.




Production Process



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





	 	a.	 	[**Redacted**]





Access



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




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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Integration and Test Activities




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 the SSI’s integration and test
capabilities match the requirements of the program



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




Box/Subsystem Level Testing




General



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




Special Wideband Link Testing





	 	A.	 	[**Redacted**]




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



SSI shall develop a WV Bus and Satellite Integration and Test Plan (Satellite I&T Plan) for the
WV-2 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:




               [2 pages **Redacted**]



Post-Shipment Instrument Testing



ITT will perform post-shipment functional testing to verify the WV-110 Instrument survived shipment
without damage. ITT will provide the necessary test equipment for the Instrument.




SSI shall provide:





	 	a.	 	[**Redacted**]





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For schedule purposes the [**Redacted**] Instrument is not considered delivered to SSI upon arrival
at the SSI 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 SSI to integrate
to the telescope/bus.




Supporting Documents



SSI 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:





               1. [**Redacted**]



System Test Reports (CDIL PT-5)



SSI shall provide a formal test report at the conclusion of each System Level Test. If a test is
performed multiple times during a single test phase (see Para 0.b), only one test report is
required.




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.




Timeliness



SSI shall publish the test reports No Later Than 10 working days after test completion.




Uninterruptible Power Supply (UPS)



[**Redacted**]




DigitalGlobe Integration and Test Engineering Access



On-Site Integration and Test Engineer



SSI shall provide dedicated cubicle space, furniture, high-speed internet access, and phone lines
for two DigitalGlobe I&T engineers. (Two phone lines and two high-speed internet access lines: one
for each engineer) These DG on-site engineers will serve as the I&T focal 




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point between DG and
SSI. It is anticipated these engineers will be on-site at SSI on a full-time basis.




On-Site Operations Engineers



SSI shall provide dedicated cubicle space, furniture, high-speed internet access, and phone lines
for two DigitalGlobe operations engineers. (Two phone lines and two high-speed internet access
lines: one for each engineer) These DG operations engineers will be on-site on an interim basis to
observe/support various system level tests.




Access to Live Satellite Telemetry



Once power-on bus integration begins, SSI 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 the SSI 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 the SSI test team.




Test Observation By Other DG Engineers



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




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



SSI shall deliver an archive of all command and telemetry files from satellite integration and test
in an electronic format. SSI shall deliver an update weekly. Electronic transfer to the DG server
shall constitute delivery. SSI 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.




Test Reviews



The status of the Satellite shall be reviewed during the test and commission phases of the program
as listed below. SSI shall produce a data package of review material for each review.




          a. [**Redacted**]




Optional Testing



The following is a list of optional tests to be performed or supported by the SSI. These are tests
DigitalGlobe may choose to have SSI perform if the schedule permits. SSI should not show these
tests in the baseline schedule. In each case after a test option is exercised by




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DigitalGlobe, SSI
has 30 calendar days to prepare for the test. SSI shall provide a separate option price prior to
the start of I&T for each of these tests.




          [**Redacted**]




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Customer Furnished Equipment and Services




General



DigitalGlobe has contracts with vendors other than SSI 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 SSI 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 SSI.
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.




Flight Equipment




[**Redacted**]




Simulators (CSIM-1)




[**Redacted**]




Launch Vehicle Interfaces




Launch Vehicle Interface



DigitalGlobe shall provide a launch vehicle interface adapter to SSI (CLSE-1). SSI shall use this
for a fit check and for a separation test as described in paragraph 0.Error! Reference source not
found.. DigitalGlobe shall provide a match drill template to SSI (CLSE-2).




Launch Vehicle Separation Connectors (CLSE-3)




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




Ground Support Equipment




Wideband Link RGT Equipment



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




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	 	a.	 	[**Redacted**]





Narrowband Link RGT Equipment



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




Nominally, this equipment shall include:





	 	a.	 	[**Redacted**]





Special Test Equipment




DigitalGlobe shall provide special WB Link / WB receiver test equipment to include:





	 	a.	 	[**Redacted**]





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
SSI. SSI 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.




[**Redacted**]




Launch Vehicle Data (CLDI-1 and CLDI-2)



DigitalGlobe shall provide a Coupled Loads Analysis (CLA) to SSI from the Launch Services
contractor.




Instrument Data



DigitalGlobe shall provide the WV-110 instrument data and models, as specified in Paragraph 0, to
support satellite level analysis and modeling for the areas listed below. SSI shall be responsible
for additional data to support the provisions of this document and the spacecraft specification.




Instrument Structural Analysis Data (CIDI-1)



DigitalGlobe shall provide the WV-110 instrument structural data and model.




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Instrument Power Analysis Data (CIDI-2)




DigitalGlobe shall provide the WV-110 instrument power data.




Instrument Thermal Analysis Data (CIDI-3)



DigitalGlobe shall provide WV-110 instrument thermal data and model.




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Storage and Delivery




General



SSI shall be responsible for storage, if required, and delivery of the WV-2 Satellite in accordance
with the following paragraphs.




Satellite Pre-Shipment Review



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 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:





	 	•	 	Verification Matrix (CDIL D-6) is complete and demonstrates satellite compliance,
including any required deviations and waivers.
	 
	 	•	 	Material Discrepancy Reports and Test Anomaly Worksheets are satisfactorily
dispositioned.
	 
	 	•	 	All major outstanding actions from other reviews are closed.




Authorization to ship shall also constitute satellite preliminary acceptance by DigitalGlobe.




Satellite Pre-Shipment Storage



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



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




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.




ITAR Controlled Document — DigitalGlobe Proprietary and Confidential


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





35









 







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




Satellite Shipping and Delivery



[**Redacted**]



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



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



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



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



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




Satellite Launch Site Storage



SSI 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, SSI shall provide, at DigitalGlobe expense, the support necessary to maintain, store,
and retest the Satellite.




ITAR Controlled Document — DigitalGlobe Proprietary and Confidential


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




36









 








Launch Support Services



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




General



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



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



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




Requirement Definition



SSI shall support the generation and maintenance of the Launch Vehicle ICD as defined in paragraph
0. SSI 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.




SSI shall, by means of drawings, analysis, or test, be responsible for specifically confirming
Satellite compatibility with the launch vehicle requirements defined in the ICD. SSI shall prepare
a RVCM, as defined in paragraph 0, for those portions of the ICD for which it has responsibility.




Technical Interchange Meetings



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




ITAR Controlled Document — DigitalGlobe Proprietary and Confidential


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





37












 





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



SSI shall provide preliminary Finite Element Models (FEM) and final FEMs for the WV-2 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 SSI. SSI shall then compare
the results of the coupled loads analyses to the design loads used in Satellite and WV-110
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:




     a. [**Redacted**]


Items delivered for WV-2 under the WV-1 contract do not need to be delivered again under the WV-2
contract if there are no changes.




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:



SSI 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.




Adapter Fit-Check



SSI 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 SSI.




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.




ITAR Controlled Document — DigitalGlobe Proprietary and Confidential


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




38









 





Launch Site Operations



SSI 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 the SSI plant.
Delays associated with SSI performance shall be at SSI expense. Any other delays shall be at
DigitalGlobe expense. SSI 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.




Fueling



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



The SSI 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.



SSI 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.




Launch Readiness Review



SSI shall conduct a Launch Readiness Review (LRR) at the launch site. The purpose of the review
shall be to review the results of the launch site Integration & Test activities, review any updates
to the Verification Matrix, and provide for satellite final acceptance.



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





	 	•	 	Verification Matrix (CDIL D-6) is updated for any launch site testing activities, if
required.
	 
	 	•	 	Material Discrepancy Reports and Test Anomaly Worksheets are satisfactorily
dispositioned.
	 
	 	•	 	All major outstanding items from the Pre-Ship Review are closed.
	 
	 	•	 	Closeout of Certification Log, with the exception of normal final activities that would
occur post LRR.
	 
	 	•	 	Signed Certification of Conformance (CDIL QA-2) provided.





ITAR Controlled Document — DigitalGlobe Proprietary and Confidential


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




39









 





Mission Preparation and On-Orbit Commissioning



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




Training (CDIL LM-3)




Training Materials



SSI shall develop a training package for each satellite subsystem including the operation of the
Instrument to address specifically the changes between WV-1 and WV-2. The training package will be
based on the Subsystem Description Documents (Paragraph 0) and include the same minimum
information.




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




Training Sessions



For each subsystem, a cognizant SSI subsystem engineer shall present the training materials from
paragraph 0. 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.




Command and Telemetry Handbook (CDIL LM-4)



SSI 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. In addition to electronic delivery, SSI shall
provide a minimum of 20 hardcopies to DigitalGlobe each time the handbook is released.




Bus Subsystem Calibration Tools (CDIL LM-5)



SSI 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:




          a) [**Redacted**]




DigitalGlobe Procedure Development Support



DigitalGlobe will generate the on-orbit procedures for the WV-2 satellite(s). SSI shall understand
the DigitalGlobe Concept-of-Operations and assist the procedure development. SSI shall review
DigitalGlobe developed procedures for technical, operational, and safety concerns. [**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.




40









 





Commissioning Plan (CDIL LM-6)



SSI shall generate the Commissioning Plan for the WV-2 satellite, satisfying DigitalGlobe’s
constraints and requirements for timelines in paragraph 0. DigitalGlobe shall assist the
commissioning plan development. DigitalGlobe and SSI shall mutually agree on the Commissioning
Plan. 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).



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




     a. [**Redacted**]



Anomaly Preparations



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




Commissioning Phase



The Commissioning Phase shall encompass the period from Satellite separation from the launch
vehicle to Satellite Final Acceptance. It includes both the Launch and Early Operations (LEOP)
Phase and the Verification and Calibration (V&C) Phase.




SSI shall review on-orbit telemetry for:





	 	a.	 	The actual sequence of events against those planned and to provide comment and
explanations for any deviations.
	 
	 	b.	 	Subsystem operating parameters and compare them with the pre-flight or expected
values. Anomalies or values outside of established pre-launch criteria of SSI controlled
parameters shall be investigated by SSI, including re-measurement, if required.
Investigation of parameters outside SSI control or of an indeterminate nature shall be at
DigitalGlobe expense.





Launch and Early Operations (LEOP) Phase



SSI shall direct Satellite Launch and Early Operations. DG operators at the MCC shall review SSI
provided LEOP procedures and command loads and control Satellite operations. SSI 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.




ITAR Controlled Document — DigitalGlobe Proprietary and Confidential


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




41









 





Verification and Calibration (V&C) Phase



The SSI shall demonstrate that the Satellite either meets or is capable of meeting the requirements
in the Satellite Specification subject to additional calibration of the Instrument, if necessary,
by directing commissioning activities, nominally in accordance with the Commissioning Plan. Such
additional calibrations of the Instrument shall be the responsibility of DigitalGlobe. The SSI
shall determine orbit by orbit objectives, test procedures, sequences of operations, and commands
loads, etc. DG operators at the MCC shall review and implement these commissioning activities,
typically between 0600 and 1800 hours seven days a week. The objective shall be to achieve Initial
Acceptance within 45 calendar days of launch. Commissioning activities will be reviewed on an orbit
by orbit basis by DigitalGlobe. The Delivery Date shall be adjusted to compensate for delays caused
by DigitalGlobe. DigitalGlobe reserves the right to suspend or modify these activities if they are
deemed to represent an undue risk to the Satellite.




Personnel Support



SSI shall provide engineering staff, primarily at the MCC, as required to direct subsystem
initialization, checkout, verification, and calibration until the satellite is commissioned.
Barring anomalies, commissioning activities will nominally occur between 0600 and 1800 hours seven
days per week. SSI shall provide off-hour, on-call engineering support during commissioning. A 30
minute or less call-back response is required.




Commissioning Reports (CDIL LM-7)



SSI 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.
	 
	 	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.
	 
	 	c.	 	Verification of performance parameters defined in the Commissioning Plan.





Satellite Simulator



SSI shall provide a high fidelity dynamic satellite simulator. The simulator shall simulate
satellite responses to stimuli. SSI shall provide sufficient documentation to accurately
capture the design, functionality, capabilities, limitations, maintenance, extension, and operation
of the simulator. The general scope of this task is to modify the as finally




ITAR Controlled Document — DigitalGlobe Proprietary and Confidential


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





42









 







delivered WV1 Satellite Simulator to incorporate those changes necessary to reflect the WV2 Satellite
configuration. However, before proceeding with this task the SSI and DigitalGlobe shall jointly
define a WV2 Satellite Simulator Specification, RVCM, and acceptance criteria, consistent with the
funds set-aside for this task in the Agreement. The document currently listed in paragraph 0 of
the Applicable Documents shall serve as a starting point for this definition.




Satellite Simulator (CDIL LM-8)



SSI shall deliver a high fidelity satellite simulator per the requirements document WV901. Unless
otherwise specifically stated in WV901, the depth of functionality of the WV2 simulators shall be
the same as provided in the WV1 simulator.



SSI 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. SSI shall
execute spacecraft simulator acceptance testing on the identified platform. DigitalGlobe shall
execute the simulator testing on the same platform.




[**Redacted**]




Documentation (CDIL LM-9)



SSI 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.




ITAR Controlled Document — DigitalGlobe Proprietary and Confidential


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




43









 





Source Code (CDIL LM-10)



Per the terms of the software license agreement set forth in the Agreement, SSI shall provide all
SSI developed bus simulator software components in source format (non binary). Source code shall
be delivered in originating and native format. SSI does not need to provide development tools or
COTS software, but SSI 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.




Delivery Schedule



SSI shall provide the simulator, manuals, and source code per Attachment 1. SSI 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.




Technical Interchange Meetings and Design Reviews



SSI shall include DigitalGlobe in technical interchange meetings and design reviews such that
DigitalGlobe can explain the intent behind various simulator requirements. SSI and DigitalGlobe
shall refine high level requirements to detailed requirements during technical interchange
meetings. SSI shall hold preliminary and critical design reviews for the Satellite Simulator. SSI
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.




Maneuver Planners




[**Redacted**]




Software Test Bench



SSI 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**]




Ground Stations



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




Communications Flexibility and TT&C Definition



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




ITAR Controlled Document — DigitalGlobe Proprietary and Confidential


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




44









 





Facilities



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




Other Products and Services



SSI shall provide additional products and services as defined in the following paragraphs.




Special Studies (ECP 01)



SSI shall provide [**Redacted**] for special studies at the direction and discretion by
DigitalGlobe. The scope of these studies will be for activities not covered in the original scope
of the baseline contract.




ITAR Controlled Document — DigitalGlobe Proprietary and Confidential


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




45









 





ATTACHMENT 1 CONTRACT DATA ITEMS LIST




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Data	 	 	 	 	 	 	 	Initial	 	 	 	 
	Item	 	Title	 	SOW Ref	 	Submittal	 	Updates	 	Comments
	PROGRAM MANAGEMENT	 	 	 	 	 	 	 	 	 	 
	 
	PM-1

	 	Program Management Structure
	 	 	0	 	 	[**Redacted**]
	 	As req’d	 	 
	 
	PM-2

	 	Program Master Schedule
	 	 	0	 	 	[**Redacted**]
	 	monthly	 	 
	 
	PM-3

	 	Component/Subsystem Design

Review Listing
	 	 	0	 	 	[**Redacted**]
	 	As req’d	 	 
	 
	PM-4

	 	Component/Subsystem Test

Readiness / Data Review Listing
	 	 	0	 	 	[**Redacted**]
	 	As req’d	 	 
	 
	PM-5

	 	Documentation Listing
	 	 	0	 	 	[**Redacted**]
	 	As revised	 	 
	 
	PM-6

	 	Action Item List
	 	 	0	 	 	[**Redacted**]
	 	As req’d	 	 
	 
	PM-7

	 	Historical Record of Payments
& Payments Forecast
	 	 	0 & 0	 	 	[**Redacted**]
	 	monthly	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DESIGN
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	D-1

	 	Satellite to Instrument ICD
	 	 	0	 	 	[**Redacted**]
	 	As req’d	 	 
	 
	D-2

	 	Satellite to Ground Station
Narrowband ICD
	 	 	0	 	 	[**Redacted**]
	 	As req’d	 	 
	 
	D-3

	 	Satellite to Ground Station
Wideband Link ICD
	 	 	0	 	 	[**Redacted**]
	 	As req’d	 	 
	 
	D-4

	 	Satellite Environmental
Design and Test Specification
	 	 	0	 	 	[**Redacted**]
	 	As req’d	 	 
	 
	D-5

	 	Contamination Control Plan
	 	 	0	 	 	[**Redacted**]
	 	As req’d	 	 
	 
	D-6

	 	Satellite Level Requirements

Verification/Compliance Matrix
	 	 	0	 	 	[**Redacted**]
	 	As req’d	 	 
	 
	D-7

	 	Box Level Requirements

Verification/Compliance Matrix
	 	 	0	 	 	[**Redacted**]
	 	As req’d	 	 
	 
	D-8

	 	Drawings
	 	 	0	 	 	[**Redacted**]
	 	with EOs	 	 
	 
	D-9

	 	Performance Compliance Matrix
	 	 	0	 	 	[**Redacted**]
	 	Each Review	 	 
	 
	D-10

	 	Risk Management Report
	 	 	0	 	 	[**Redacted**]
	 	Monthly	 	 
	 
	D-11

	 	Subsystem Description Docs 
	 	

	0	

	 	[**Redacted**]
	 	Launch — 4 m 
	 	Individual docs for each S/S
	 
	D-12

	 	Thermal Analysis and Reports
	 	 	0.a	

	 	[**Redacted**]
	 	As req’d
	 	 
	 
	D-13

	 	Structural Analysis
	 	 	0.b	 	 	[**Redacted**]
	 	As req’d	 	 
	 
	D-14

	 	Control System Analysis
	 	 	0.c	 	 	[**Redacted**]
	 	As req’d	 	 
	 
	D-15

	 	Failure Modes and Effects and
Criticality Analysis (FMECA)
	 	 	0.d	 	 	[**Redacted**]
	 	As req’d	 	 






Attch 1 -  1  









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Data	 	 	 	 	 	 	 	Initial	 	 	 	 
	Item	 	Title	 	SOW Ref	 	Submittal	 	Updates	 	Comments
	D-16

	 	Satellite Reliability Analysis
	 	 	0.e	 	 	[**Redacted**]
	 	As req’d	 	 
	 
	D-17

	 	Satellite Imaging Performance
	 	 	0.f	 	 	[**Redacted**]
	 	As req’d	 	 
	 
	D-18

	 	Critical Items List
	 	 	0	 	 	[**Redacted**]
	 	As req’d	 	 
	 
	D-19

	 	Component Heritage Summary
	 	 	0	 	 	[**Redacted**]	 	 	 	 
	 
	D-20

	 	System Engineering Reports
	 	 	5.3.16	 	 	[**Redacted**]	 	 	 	 
	 
	D-21

	 	Flight Software Code
	 	 	0	 	 	[**Redacted**]
	 	As req’d
Final @ PSR	 	 
	 
	D-22

	 	Composite Grounding Design
	 	 	0	 	 	[**Redacted**]
	 	As req’d	 	 
	 
	D-23

	 	Structural, Power, Thermal,
and Reliability Analytical
Models
	 	 	0	 	 	[**Redacted**]
	 	L+3 m	 	 
	 
	D-24

	 	Coordinate Transformation Document
	 	 	0	 	 	[**Redacted**]
	 	L — 4m	 	 
	 
	D-25

	 	Flight Software Users Manual
	 	 	0	 	 	[**Redacted**]
	 	As Req’d	 	 
	 
	D-26

	 	Component Acceptance Data Package
	 	 	0	 	 	[**Redacted**]	 	 	 	 
	 
	D-27

	 	Jitter Analysis and Test Data
	 	 	 

	[**Redacted**]	 	 	 	 
	 
	D-28

	 	Telescope Boresight Stability Data
	 	 	0	 	 	[**Redacted**]
	 	As Req’d	 	 
	 
	D-29

	 	Position and Attitude Accuracy
	 	 	0	 	 	[**Redacted**]
	 	As Req’d	 	 
	 
	D-30

	 	PDR Data Package
	 	 	0	 	 	[**Redacted**]	 	 	 	 
	 
	D-31

	 	CDR Data Package
	 	 	0	 	 	[**Redacted**]	 	 	 	 






Attch 1 -  2  















 





	 	 	 	 	 	 	 	 	 
	PRODUCT ASSURANCE
	 
	 	 	 	 	 	 	 	 
	QA-1

	 	As built configured article list
	 	0
	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 
	QA-2

	 	Certification of Conformance
	 	0
	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 
	QA-3

	 	Product Assurance Reviews
	 	0
	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 
	PROCUREMENT, PRODUCTION & TEST
	 
	 	 	 	 	 	 	 	 
	PT-1

	 	Make / Buy Plans
	 	0
	 	[**Redacted**]
	 	As req’d
	 
	 	 	 	 	 	 	 	 
	PT-2

	 	Program Subcontract Status Report
	 	0
	 	[**Redacted**]
	 	monthly
	 
	 	 	 	 	 	 	 	 
	PT-3

	 	WV I&T Plan
	 	0
	 	[**Redacted**]
	 	As req’d
	 
	 	 	 	 	 	 	 	 
	PT-4

	 	Battery Maintenance Plan
	 	0
	 	[**Redacted**]
	 	As req’d
	 
	 	 	 	 	 	 	 	 
	PT-5

	 	System Test Reports
	 	0
	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 
	PT-6

	 	I&T Command and Telemetry Log
Files
	 	0
	 	[**Redacted**]
	 	weekly
	 
	 	 	 	 	 	 	 	 
	PT-7

	 	Instrument Integration

Readiness Review Data Package
	 	0
	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 
	PT-8

	 	Satellite Environmental Testing

Readiness Review Data Package
	 	0
	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 
	PT-9

	 	Pre-Ship Review Data Package
	 	0
	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 
	PT-10

	 	Operational Readiness Review

Data Package
	 	0
	 	[**Redacted**]	 	 






Attch 1-3




 









 








	 	 	 	 	 	 	 	 	 
	LAUNCH AND MISSION
	 
	 	 	 	 	 	 	 	 
	LM-1

	 	Missile Systems Pre-Launch

Safety Package (MSPSP)
	 	0
	 	[**Redacted**]
	 	L-52 wks TBD

L-26 wks TBD
	 
	 	 	 	 	 	 	 	 
	LM-2

	 	Preliminary WV-2 FEM
	 	0
	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Preliminary CLA-to-WV-2

Design Loads Comparison
	 	0
	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Final WV-2 FEM
	 	0
	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Final CLA-to-WV-2 Design Loads

Comparison
	 	0
	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 
	LM-3

	 	Training Materials and sessions
	 	 0
	 	[**Redacted**]
	 	As revised
	 
	 	 	 	 	 	 	 	 
	LM-4

	 	Command &Telemetry Handbook
	 	0
	 	[**Redacted**]
	 	As revised
	 
	 	 	 	 	 	 	 	 
	LM-5

	 	Calibration Tools
	 	0
	 	[**Redacted**]
	 	As revised & L+3 m
	 
	 	 	 	 	 	 	 	 
	LM-6

	 	Commissioning Plan
	 	0
	 	[**Redacted**]
	 	As revised
	 
	 	 	 	 	 	 	 	 
	LM-7

	 	Commissioning Report
	 	0
	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 
	LM-8

	 	Satellite Simulator
	 	0
	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 
	LM-9

	 	Satellite Simulator

Documentation
	 	0
	 	[**Redacted**]
	 	Final

L – 3 m
	 
	 	 	 	 	 	 	 	 
	LM-10

	 	Satellite Simulator Source Code
	 	0
	 	[**Redacted**]
	 	As req’d
	 
	 	 	 	 	 	 	 	 
	LM-11

	 	High Precision Maneuver Planner
	 	 	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 
	LM-12

	 	Peak Estimator Algorithm
	 	 	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 
	LM-13

	 	Integrative Maneuver Model
	 	 	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 





Attch 1-4




 









 







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. ATP = [**Redacted**]




Attch 1-5




 









 








ATTACHMENT 2 CUSTOMER FURNISHED EQUIPMENT LIST




	 	 	 	 	 	 	 	 	 
	Item	 	Title	 	SOW Ref	 	Date	 	Comment
	FLIGHT HARDWARE
	 
	 	 	 	 	 	 	 	 
	CFHW-1

	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 
	CFHW-2

	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 
	CFHW-3

	 	[**Redacted**]
	 	 	 	[**Redacted**]
	 	Flight and corresponding
ground 
     keys.
	 
	 	 	 	 	 	 	 	 
	CFHW-4

	 	[**Redacted**]
	 	 	 	[**Redacted**]
	 	As-is from WV-1 contract
	 
	 	 	 	 	 	 	 	 
	CFHW-5

	 	[**Redacted**]
	 	 	 	[**Redacted**]
	 	As-is from WV-1 contract
	 
	 	 	 	 	 	 	 	 
	CFHW-6

	 	[**Redacted**]
	 	 	 	[**Redacted**]
	 	As-is from WV-1 contract
	 
	 	 	 	 	 	 	 	 
	CFHW-7

	 	[**Redacted**]
	 	 	 	[**Redacted**]
	 	As-is from WV-1 contract
	 
	 	 	 	 	 	 	 	 
	CFHW-8

	 	[**Redacted**]
	 	 	 	[**Redacted**]
	 	As-is from WV-1 contract
	 
	 	 	 	 	 	 	 	 
	CFHW-9

	 	[**Redacted**]
	 	 	 	[**Redacted**]
	 	As-is from WV-1 contract
	 
	 	 	 	 	 	 	 	 
	[**Redacted**]
	 
	 	 	 	 	 	 	 	 
	CSIM-1

	 	[**Redacted**]
	 	0
	 	[**Redacted**]
	 	Remains the property of DG
	 
	 	 	 	 	 	 	 	 
	[**Redacted**]
	 
	 	 	 	 	 	 	 	 
	CLSE-1

	 	[**Redacted**]
	 	0
	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 





DigitalGolbe Propietary and Confidential




Attch 1-6




 









 









	 	 	 	 	 	 	 	 	 
	Item	 	Title	 	SOW Ref	 	Date	 	Comment
	CLSE-2

	 	[**Redacted**]
	 	0
	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 
	CLSE-3

	 	[**Redacted**]
	 	0
	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 
	[**Redacted**]
	 
	 	 	 	 	 	 	 	 
	CGSE-1

	 	[**Redacted**]
	 	0
	 	[**Redacted**]
	 	Remains the property of DG
	 
	 	 	 	 	 	 	 	 
	CGSE-2

	 	[**Redacted**]
	 	0
	 	[**Redacted**]
	 	Remains the property of DG
	 
	 	 	 	 	 	 	 	 
	CGSE-3

	 	[**Redacted**]
	 	0
	 	[**Redacted**]
	 	Remains the property of DG
	 
	 	 	 	 	 	 	 	 
	CGSE-4

	 	[**Redacted**]
	 	0
	 	[**Redacted**]
	 	Remains the property of DG
	 
	 	 	 	 	 	 	 	 
	CGSE-5

	 	[**Redacted**]
	 	0
	 	[**Redacted**]
	 	Remains the property of DG
	 
	 	 	 	 	 	 	 	 
	CGSE-6

	 	[**Redacted**]
	 	0
	 	[**Redacted**]
	 	Remains the property of DG
	 
	 	 	 	 	 	 	 	 
	CGSE-7

	 	[**Redacted**]
	 	0
	 	[**Redacted**]
	 	Remains the property of DG
	 
	 	 	 	 	 	 	 	 
	CGSE-8

	 	[**Redacted**]
	 	0
	 	[**Redacted**]
	 	Remains the property of DG
	 
	 	 	 	 	 	 	 	 
	CGSE-9

	 	[**Redacted**]
	 	0
	 	[**Redacted**]
	 	Remains the property of DG
	 
	 	 	 	 	 	 	 	 
	CGSE-10

	 	[**Redacted**]
	 	0
	 	[**Redacted**]
	 	Remains the property of DG
	 
	 	 	 	 	 	 	 	 
	CGSE-11

	 	[**Redacted**]
	 	0
	 	[**Redacted**]
	 	Remains the property of DG
	 
	 	 	 	 	 	 	 	 





Attch 1-7




 









 








	 	 	 	 	 	 	 	 	 
	Item	 	Title	 	SOW Ref	 	Date	 	Comment
	CGSE-12

	 	[**Redacted**]
	 	 	 	[**Redacted**]
	 	Remains the property of DG
	 
	 	 	 	 	 	 	 	 
	CGSE-13

	 	[**Redacted**]
	 	 	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 
	CGSE-14

	 	[**Redacted**]
	 	 	 	[**Redacted**]
	 	Remains the property of DG
	 
	 	 	 	 	 	 	 	 
	LAUNCH VEHICLE DATA ITEM
	 
	 	 	 	 	 	 	 	 
	CLDI-1

	 	WV-110 Preliminary CLA
	 	0
	 	[**Redacted**]
	 	Delivered under WV-1 contract
	 
	 	 	 	 	 	 	 	 
	CLDI-2

	 	WV-110 Final CLA
	 	0
	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 
	INSTRUMENT DATA ITEM
	 
	 	 	 	 	 	 	 	 
	CIDI-1

	 	WV-110 Structural Data
	 	0
	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 
	CIDI-2

	 	WV-110 Power Data
	 	0
	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 
	CIDI-3

	 	WV-110 Thermal Data
	 	0
	 	[**Redacted**]	 	 
	 
	 	 	 	 	 	 	 	 





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




Attch 1-8





 












 




     




Attachment 3




WorldView 2 Payment Milestone Schedule, Rev 3.0

Dated 6 August 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit C to Agreement 8862
	WorldView 2 Payment Milestone Schedule
	 	 	 	 	 	 	Payment	 	 	 	 	 	 	 	 	 	 	 	 
	Item	 	Invoice	 	Days to	 	Due	 	Line	 	 	 	Line Item	 	Milestone	 	Cumulative	 	Termination
	#	 	Date	 	Pay	 	Date	 	Item	 	Description	 	Value	 	Value	 	Milestone	 	Liability
	1

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 1 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]	 	 
	 
	 

	 	 	 	 	 	 	 	a
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 2 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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

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

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

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

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

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






9









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit C to Agreement 8862
	WorldView 2 Payment Milestone Schedule
	 	 	 	 	 	 	Payment	 	 	 	 	 	 	 	 	 	 	 	 
	Item	 	Invoice	 	Days to	 	Due	 	Line	 	 	 	Line Item	 	Milestone	 	Cumulative	 	Termination
	#	 	Date	 	Pay	 	Date	 	Item	 	Description	 	Value	 	Value	 	Milestone	 	Liability
	 

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

	 	 	 	 	 	 	 	i
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 3 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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

	 	 	 	 	 	 	 	c
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 4 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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

	 	 	 	 	 	 	 	c
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 5 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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






10









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit C to Agreement 8862
	WorldView 2 Payment Milestone Schedule
	 	 	 	 	 	 	Payment	 	 	 	 	 	 	 	 	 	 	 	 
	Item	 	Invoice	 	Days to	 	Due	 	Line	 	 	 	Line Item	 	Milestone	 	Cumulative	 	Termination
	#	 	Date	 	Pay	 	Date	 	Item	 	Description	 	Value	 	Value	 	Milestone	 	Liability
	 

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

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

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

	 	 	 	 	 	 	 	e
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	 Milestone 6 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

	 	 	 	 	 	 	 	b
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 7 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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

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

	 	 	 	 	 	 	 	d
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 8 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]






11









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit C to Agreement 8862
	WorldView 2 Payment Milestone Schedule
	 	 	 	 	 	 	Payment	 	 	 	 	 	 	 	 	 	 	 	 
	Item	 	Invoice	 	Days to	 	Due	 	Line	 	 	 	Line Item	 	Milestone	 	Cumulative	 	Termination
	#	 	Date	 	Pay	 	Date	 	Item	 	Description	 	Value	 	Value	 	Milestone	 	Liability
	 

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

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

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

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

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

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

	 	 	 	 	 	 	 	g
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 9 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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

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

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

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






12









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit C to Agreement 8862
	WorldView 2 Payment Milestone Schedule
	 	 	 	 	 	 	Payment	 	 	 	 	 	 	 	 	 	 	 	 
	Item	 	Invoice	 	Days to	 	Due	 	Line	 	 	 	Line Item	 	Milestone	 	Cumulative	 	Termination
	#	 	Date	 	Pay	 	Date	 	Item	 	Description	 	Value	 	Value	 	Milestone	 	Liability
	10

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 10 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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

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

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

	 	 	 	 	 	 	 	c
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 11 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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

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

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

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

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






13









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit C to Agreement 8862
	WorldView 2 Payment Milestone Schedule
	 	 	 	 	 	 	Payment	 	 	 	 	 	 	 	 	 	 	 	 
	Item	 	Invoice	 	Days to	 	Due	 	Line	 	 	 	Line Item	 	Milestone	 	Cumulative	 	Termination
	#	 	Date	 	Pay	 	Date	 	Item	 	Description	 	Value	 	Value	 	Milestone	 	Liability
	 

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

	 	 	 	 	 	 	 	h
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 12 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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

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

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

	 	 	 	 	 	 	 	e
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 13 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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

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

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






14









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit C to Agreement 8862
	WorldView 2 Payment Milestone Schedule
	 	 	 	 	 	 	Payment	 	 	 	 	 	 	 	 	 	 	 	 
	Item	 	Invoice	 	Days to	 	Due	 	Line	 	 	 	Line Item	 	Milestone	 	Cumulative	 	Termination
	#	 	Date	 	Pay	 	Date	 	Item	 	Description	 	Value	 	Value	 	Milestone	 	Liability
	 

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

	 	 	 	 	 	 	 	f
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 14 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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

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

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

	 	 	 	 	 	 	 	e
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 15 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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

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

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






15









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit C to Agreement 8862
	WorldView 2 Payment Milestone Schedule
	 	 	 	 	 	 	Payment	 	 	 	 	 	 	 	 	 	 	 	 
	Item	 	Invoice	 	Days to	 	Due	 	Line	 	 	 	Line Item	 	Milestone	 	Cumulative	 	Termination
	#	 	Date	 	Pay	 	Date	 	Item	 	Description	 	Value	 	Value	 	Milestone	 	Liability
	 

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

	 	 	 	 	 	 	 	f
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 16 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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

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

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

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

	 	 	 	 	 	 	 	f
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 17 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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

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






16









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit C to Agreement 8862
	WorldView 2 Payment Milestone Schedule
	 	 	 	 	 	 	Payment	 	 	 	 	 	 	 	 	 	 	 	 
	Item	 	Invoice	 	Days to	 	Due	 	Line	 	 	 	Line Item	 	Milestone	 	Cumulative	 	Termination
	#	 	Date	 	Pay	 	Date	 	Item	 	Description	 	Value	 	Value	 	Milestone	 	Liability
	 

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

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

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

	 	 	 	 	 	 	 	g
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 18 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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

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

	 	 	 	 	 	 	 	d
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 19 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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

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






17









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit C to Agreement 8862
	WorldView 2 Payment Milestone Schedule
	 	 	 	 	 	 	Payment	 	 	 	 	 	 	 	 	 	 	 	 
	Item	 	Invoice	 	Days to	 	Due	 	Line	 	 	 	Line Item	 	Milestone	 	Cumulative	 	Termination
	#	 	Date	 	Pay	 	Date	 	Item	 	Description	 	Value	 	Value	 	Milestone	 	Liability
	 

	 	 	 	 	 	 	 	d
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 20 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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

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

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

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

	 	 	 	 	 	 	 	f
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 21 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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

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

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






18









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit C to Agreement 8862
	WorldView 2 Payment Milestone Schedule
	 	 	 	 	 	 	Payment	 	 	 	 	 	 	 	 	 	 	 	 
	Item	 	Invoice	 	Days to	 	Due	 	Line	 	 	 	Line Item	 	Milestone	 	Cumulative	 	Termination
	#	 	Date	 	Pay	 	Date	 	Item	 	Description	 	Value	 	Value	 	Milestone	 	Liability
	22

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 22 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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

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

	 	 	 	 	 	 	 	d
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 23 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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

	 	 	 	 	 	 	 	c
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 24 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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

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






19









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit C to Agreement 8862
	WorldView 2 Payment Milestone Schedule
	 	 	 	 	 	 	Payment	 	 	 	 	 	 	 	 	 	 	 	 
	Item	 	Invoice	 	Days to	 	Due	 	Line	 	 	 	Line Item	 	Milestone	 	Cumulative	 	Termination
	#	 	Date	 	Pay	 	Date	 	Item	 	Description	 	Value	 	Value	 	Milestone	 	Liability
	25

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 25 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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

	 	 	 	 	 	 	 	c
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 26 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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

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

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

	 	 	 	 	 	 	 	e
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 27 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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






20









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit C to Agreement 8862
	WorldView 2 Payment Milestone Schedule
	 	 	 	 	 	 	Payment	 	 	 	 	 	 	 	 	 	 	 	 
	Item	 	Invoice	 	Days to	 	Due	 	Line	 	 	 	Line Item	 	Milestone	 	Cumulative	 	Termination
	#	 	Date	 	Pay	 	Date	 	Item	 	Description	 	Value	 	Value	 	Milestone	 	Liability
	 

	 	 	 	 	 	 	 	b
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 28 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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

	 	 	 	 	 	 	 	c
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	29

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 29 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

	 	 	 	 	 	 	 	a
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 30 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

	 	 	 	 	 	 	 	a
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31

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

	 	 	 	 	 	 	 	a
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 32 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]






21









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit C to Agreement 8862
	WorldView 2 Payment Milestone Schedule
	 	 	 	 	 	 	Payment	 	 	 	 	 	 	 	 	 	 	 	 
	Item	 	Invoice	 	Days to	 	Due	 	Line	 	 	 	Line Item	 	Milestone	 	Cumulative	 	Termination
	#	 	Date	 	Pay	 	Date	 	Item	 	Description	 	Value	 	Value	 	Milestone	 	Liability
	 

	 	 	 	 	 	 	 	a
	 	Quarterly Performance Payment
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 

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

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 33 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

	 	 	 	 	 	 	 	a
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 34 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

	 	 	 	 	 	 	 	a
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 35 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

	 	 	 	 	 	 	 	a
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 36 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

	 	 	 	 	 	 	 	a
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 37 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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






22









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit C to Agreement 8862
	WorldView 2 Payment Milestone Schedule
	 	 	 	 	 	 	Payment	 	 	 	 	 	 	 	 	 	 	 	 
	Item	 	Invoice	 	Days to	 	Due	 	Line	 	 	 	Line Item	 	Milestone	 	Cumulative	 	Termination
	#	 	Date	 	Pay	 	Date	 	Item	 	Description	 	Value	 	Value	 	Milestone	 	Liability
	38

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 38 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

	 	 	 	 	 	 	 	a
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	39

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 39 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

	 	 	 	 	 	 	 	a
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	40

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 40 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

	 	 	 	 	 	 	 	a
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	41

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

	 	 	 	 	 	 	 	a
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	42

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 42 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

	 	 	 	 	 	 	 	a
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	43

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 43 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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






23









 


     






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit C to Agreement 8862
	WorldView 2 Payment Milestone Schedule
	 	 	 	 	 	 	Payment	 	 	 	 	 	 	 	 	 	 	 	 
	Item	 	Invoice	 	Days to	 	Due	 	Line	 	 	 	Line Item	 	Milestone	 	Cumulative	 	Termination
	#	 	Date	 	Pay	 	Date	 	Item	 	Description	 	Value	 	Value	 	Milestone	 	Liability
	44

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 44 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

	 	 	 	 	 	 	 	a
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 45 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

	 	 	 	 	 	 	 	a
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	46

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 46 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

	 	 	 	 	 	 	 	a
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	47

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 47 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

	 	 	 	 	 	 	 	a
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	48

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 48 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

	 	 	 	 	 	 	 	a
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	49

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 49 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]






24









 




     




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exhibit C to Agreement 8862
	WorldView 2 Payment Milestone Schedule
	 	 	 	 	 	 	Payment	 	 	 	 	 	 	 	 	 	 	 	 
	Item	 	Invoice	 	Days to	 	Due	 	Line	 	 	 	Line Item	 	Milestone	 	Cumulative	 	Termination
	#	 	Date	 	Pay	 	Date	 	Item	 	Description	 	Value	 	Value	 	Milestone	 	Liability
	 

	 	 	 	 	 	 	 	a
	 	[**Redacted**]
	 	[**Redacted**]	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	50

	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 	 	 	Milestone 50 Total Value
	 	 	 	[**Redacted**]
	 	[**Redacted**]
	 	[**Redacted**]
	 
	 

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

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







25