exv10w3





Exhibit 10.3



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


DATA RECEPTION AND DISTRIBUTION AGREEMENT



These Terms and Conditions shall govern the agreement (“Agreement”) between DigitalGlobe
Inc., a corporation organized under the laws of the State of Delaware, U.S.A.
(“DigitalGlobe”), located at 1601 Dry Creek Drive, Longmont, Colorado 80503 and Hitachi
Software Engineering Co. Ltd., a corporation organized under the laws of Japan, located at
4-12-7-Higashi-Shinagawa, Shinagawa-Ku, Tokyo, 140-0002, Japan (“Partner”).




          WHEREAS, DigitalGlobe is a global supplier of high quality satellite earth imagery and
derivative products; and




          WHEREAS, to facilitate global imaging, processing and product distribution, DigitalGlobe from
time-to-time appoints distribution partners, grants them specified product imaging, data
collection, generation and distribution rights, and works cooperatively with them to develop the
global market for DigitalGlobe products; and




          WHEREAS, Partner desires to be appointed as a distribution partner of DigitalGlobe, and
DigitalGlobe desires to appoint Partner as a distribution partner in accordance with the terms and
conditions set forth in this Agreement; and




          WHEREAS, Partner desires DigitalGlobe’s support to prepare a proposal to [***Redacted***], for
purposes of [***Redacted***] selecting DigitalGlobe as provider of [***Redacted***]’s
next-generation remote sensing solution; and




          NOW THEREFORE, in consideration of the mutual covenants set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:





	1.	 	Definitions. All capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to them in Exhibit A.
	 
	2.	 	Appointment of Partner.






	 	2.1.	 	Distribution Partner. DigitalGlobe hereby appoints Partner as a
distribution partner with the distribution rights set forth herein, and Partner accepts
such appointment.
	 
	 	2.2.	 	Limitation of Rights. The appointment of Partner, and Partner’s rights
hereunder are subject to the rights granted to DigitalGlobe by the U.S. Government, and
to the obligations and limitations contained in and contemplated by the License.






	3.	 	WorldView 2/1 Access and Tasking Rights. Upon the effective date of this Agreement
and subject to Partner’s payment of the Access Fee, DigitalGlobe grants Partner the following
rights:






	 	3.1.	 	Rights for [***Redacted***] Benefit. 






	 	3.1.1.	 	Access Rights. DigitalGlobe shall grant Partner the exclusive right
to [***Redacted***], for the time periods specified below: (i) to acquire image
data and directly down-link data from the WorldView 2 Satellite to the Ground
Station(s), (ii) to task the WorldView 2 Satellite’s Sensor for purposes of




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	 	 	 	acquiring imagery data (the rights set forth in the preceding clauses (i)
and (ii) collectively referred to herein as “DDL Access”), (iii) to
uplink tasking requests from the Ground Stations to the WorldView 2
Satellite, (iv) to receive WorldView 2 Data from the WorldView 2 Satellite
via DigitalGlobe, using electronic communications (referred to herein as
“VGT Access”), and (v) to process WorldView 2 Data to create
WorldView 2 Products (such rights set forth in the preceding clauses (i)
through (v), inclusive, collectively referred to herein as “Access
Rights”, as applicable).






	 	3.1.1.1.	 	Prior to (and only until) the WorldView 2 Satellite reaching its
full operational capacity, DigitalGlobe shall grant Partner the
exclusive right to entitle [***Redacted***] to appropriate Access
Rights (to the extent applicable) to the WorldView 1 Satellite and the
QuickBird Satellite, to the extent such satellites are fully
operational.






	 	3.1.1.2.	 	Prior to [***Redacted***]’s direct uplink infrastructure being
available, DigitalGlobe shall provide Partner the exclusive right to
entitle [***Redacted***] to VGT Access or DDL Access to the WorldView 2
Satellite, or under the conditions of Section 3.1.1.1, appropriate
Access Rights (to the extent applicable) to the WorldView 1 Satellite
and the QuickBird Satellite. Prior to [***Redacted***]’s direct uplink
and DDL Access infrastructure being available, DigitalGlobe shall
provide Partner the exclusive right to entitle [***Redacted***] to VGT
Access to the WorldView 2 Satellite, or under the conditions of Section
3.1.1.1, VGT Access to the WorldView 1 Satellite or the QuickBird
Satellite.






	 	3.1.2.	 	Basic Access Time. In consideration of Partner’s Agreement to pay
the [***Redacted***] annual Access Fee described herein, DigitalGlobe shall
make available to Partner [***Redacted***] per month of Access Time on its
WorldView 2 Satellite to allow [***Redacted***] to task, collect and downlink
imagery within the ROI, provided that [***Redacted***] of such [***Redacted***]
per month shall be available for [***Redacted***] to task imagery outside the
ROI (“Access Time”).
	 
	 	3.1.3.	 	Exchange/Rollover of Access Time.






	 	3.1.3.1.	 	Purchases from Image Library. Partner may elect to
exchange [***Redacted***] of the Access Time during each month of any
calendar quarter (not including any Access Time rolled over pursuant to
Section 3.1.3.2., or any Additional Minutes purchased pursuant to
Section 3.1.4.) for the purchase of products from DigitalGlobe’s image
library, based upon a conversion rate of [***Redacted***] of library
imagery for each minute of Access Time converted. All purchases
pursuant to this paragraph must be made no later than [***Redacted***]
following the end of the calendar quarter containing the month(s) from
which Access Time is to be used.





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	 	3.1.3.2.	 	Rollover of Unused Access Time. Partner may elect to defer
the use of a maximum of [***Redacted***] of the Access Time from any
month for use in the next month, provided that if any portion of such
Access Time is not used for new data collections during such next
month, such unused portion of Access Time will expire, with no credit
to Partner. For the sake of clarity, the Parties agree that no more
than a cumulative maximum of [***Redacted***] of Access Time may be
deferred from any month.






	 	3.1.4.	 	Additional Minutes. Partner may request to increase the minutes
(“Additional Minutes”) for Access Rights within and outside the ROI,
which increase DigitalGlobe may grant in its sole discretion. Notwithstanding
the foregoing, Partner may propose more minutes for a higher Access Fee prior
to execution of a contract with [***Redacted***] for the WV 2 Satellite in
2007, to which DigitalGlobe may agree in its sole discretion.
	 
	 	3.1.5.	 	DDL Procedures. DigitalGlobe shall provide Partner with a WorldView
Direct Access Program Specification (the “Access Specification”), which
will describe how available time will be allotted to Partner in designated
“windows” and will implement the tasking procedures, in each case an initial
description of which is set forth in Exhibit C. The Access
Specification shall provide antenna pointing information to permit each Ground
Station to communicate with the WorldView 2 Satellite. Partner acknowledges
that there may be conflicts with regard to priorities allocation (which are
based on the ROI). The Access Specification shall contain a procedure for the
resolution of conflicts, an initial description of which is set forth in
Exhibit C.
	 
	 	3.1.6.	 	Duration. Partner’s right to exercise the Access Rights will commence
on the Access Start Date, and will continue until such time as this Agreement
is terminated, expires, or is otherwise suspended in accordance with the terms
hereof.
	 
	 	3.1.7.	 	Ownership of Data. Except as set forth herein, all WorldView Data
directly tasked by, or on behalf of, [***Redacted***] from the WorldView 2
Satellite or WorldView 1 Satellite and delivered via VGT Access or DDL Access,
as part of the Access Time pursuant to this Agreement (“[***Redacted***]
Data”) shall be the sole property of [***Redacted***]; provided, however,
that such data shall in all cases be subject to DigitalGlobe’s obligation
pursuant to the License, among other things with regard to provision of data to
sensed states and to the NSLRSDA. [***Redacted***] shall be entitled to share
the WorldView Data obtained pursuant to this Section 3 with the government
agencies set forth in Exhibit D only. For clarification purposes,
[***Redacted***] shall not be entitled to sell or otherwise commercially
exploit the WorldView Data owned by it pursuant to this Section 3 and Partner
shall obtain a written acknowledgement to that effect from [***Redacted***].
	 
	 	3.1.8.	 	Limitations on Access Rights. Partner’s Access Rights do not include
rights to control the WorldView 2 Satellite. Operational control of the
WorldView 2





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	 	 	 	Satellite shall be maintained at all times by DigitalGlobe. Partner’s DDL
Access rights are also subject to the rights of the U.S. Government to
restrict or suspend VGT or DDL operations in accordance with the License and
applicable law. DigitalGlobe expressly reserves the right to use available
imaging capacity not granted to Partner under this Section 3 to image the
ROI, in which case DigitalGlobe has the right to process and market such
data. Notwithstanding anything else in this Agreement to the contrary,
DigitalGlobe hereby retains exclusive worldwide tasking, imaging,
collection, and production rights.






	 	3.2.	 	Non-[***Redacted***] Priority Access.






	 	3.2.1.	 	Non-[***Redacted***] Priority Access. To allow Partner to
support high-priority collection requirements for non-[***Redacted***] listed
in Exhibit D, DigitalGlobe shall provide the equivalent of up to
[***Redacted***] Scenes per month of the capacity of the WorldView 2 Satellite
that can be tasked at the highest commercial priority. This allocation of
capacity is to be used in support of non-[***Redacted***] only. Unused
capacity will not roll over into subsequent months. Notwithstanding the
foregoing, in the event Partner requires additional priority collection to
support such non-[***Redacted***], DigitalGlobe will make such high-priority
collection capacity available on an “as-available” basis.
	 
	 	3.2.2.	 	Ownership of Data. All WorldView Products collected and delivered by
DigitalGlobe pursuant to this Section 3.2 shall be the sole property of
DigitalGlobe. Partner agrees to take all necessary actions to protect
DigitalGlobe’s ownership rights in WorldView Products.
	 
	 	3.2.3.	 	License Terms; Royalties. All sales of WorldView Products pursuant
to this Section 3.2 shall be subject to the royalties and payment terms set
forth in Exhibit E.






	4.	 	WorldView 2, WorldView 1 and QuickBird Distribution Rights.






	 	4.1.	 	Tasking By Square Kilometers. Partner shall have the right to request
that DigitalGlobe collect imagery with the WorldView 2 Satellite, WorldView 1 Satellite
and QuickBird Satellite and deliver WorldView Products and QuickBird Products in
accordance with the terms set forth in Exhibit E.
	 
	 	4.2.	 	Tasking Procedures. DigitalGlobe will use reasonable efforts to plan
and collect Partner’s tasking requests in accordance with DigitalGlobe’s tasking in
effect from time to time.
	 
	 	4.3.	 	Data Ownership. Except as set forth herein, all WorldView Products and
QuickBird Products collected and delivered by DigitalGlobe pursuant to this Section 4
shall be the sole property of DigitalGlobe. Partner agrees to take all necessary
actions to protect DigitalGlobe’s ownership rights in the WorldView Products and the
QuickBird Products.
	 
	 	4.4.	 	License Grant. Subject to the terms and conditions of this Agreement,
DigitalGlobe hereby grants to Partner and Partner accepts, the right to market, use,
modify, copy and





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	 	 	 	distribute the WorldView Products and QuickBird Products for the Market and
Territories and on the other terms of the license as defined in Exhibit E.
	 
	 	4.5.	 	Royalties. All sales of WorldView Products and QuickBird Products
shall be subject to the royalties and payment terms set forth in Exhibit E.
	 
	 	4.6.	 	Cooperation with other DigitalGlobe Partners. Partner agrees to comply
with the terms and conditions of mutually agreed policies for cooperation with other
DigitalGlobe distribution partners, subject to the terms of Exhibit E.






	5.	 	Minimum Fees.






	 	5.1.	 	Partner shall pay DigitalGlobe Minimum Fees, comprised of Access Fees and
Minimum Distribution Fees (as defined in Exhibit G) for the Access Rights and
QuickBird and WorldView Products as follows:






	 	5.1.1.	 	If [***Redacted***], then Partner shall pay Minimum Fees to DigitalGlobe as
follows (in the aggregate [***Redacted***], subject to the adjustments set
forth below):






	 	5.1.1.1.	 	[***Redacted***] per year in the aggregate (to be allocated as set
forth in Exhibit G) for each of the five years during the period of
April 1, 2008 to March 31, 2013, payable as set forth in Exhibit
H.
	 
	 	5.1.1.2.	 	[***Redacted***] for the one year period from April 1, 2006 to
March 31, 2007, payable as set forth in Exhibit H.
	 
	 	5.1.1.3.	 	[***Redacted***] for the one year period from April 1, 2007 to
March 31, 2008, payable as set forth in Exhibit H;
provided, however, that if [***Redacted***] is
available to Partner for any calendar month in such period,
DigitalGlobe shall refund [***Redacted***] to Partner for each calendar
month of such non-availability.






	 	5.1.2.	 	If [***Redacted***], then Partner shall pay Minimum Fees to DigitalGlobe as
follows (in the aggregate [***Redacted***], subject to the adjustments set
forth below):






	 	5.1.2.1.	 	[***Redacted***] per year in the aggregate (to be allocated as set
forth in Exhibit G) for each of the five years during the period of
April 1, 2008 to March 31, 2013, payable as set forth in Exhibit
H.
	 
	 	5.1.2.2.	 	[***Redacted***] for the one year period from April 1, 2006 to
March 31, 2007, payable as set forth in Exhibit H;
provided, however, that if [***Redacted***] is
available to Partner for any calendar month in such period,
DigitalGlobe shall refund [***Redacted***] to Partner for each calendar
month of such non-availability.





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	 	5.1.2.3.	 	[***Redacted***] for the one year period from April 1, 2007 to
March 31, 2008, payable as set forth in Exhibit H;
provided, however, that if [***Redacted***] is
available to Partner for any calendar month in such period,
DigitalGlobe shall refund [***Redacted***] to Partner for each calendar
month of such non-availability.






	 	5.1.3.	 	If DigitalGlobe agrees at any time to provide Additional Minutes requested by
Partner in accordance with Section 3.1.4, then Partner shall pay DigitalGlobe
an additional fee of [***Redacted***] per minute for Additional Minutes within
the ROI and [***Redacted***] per minute for Additional Minutes outside the ROI.
	 
	 	5.1.4.	 	Partner commits to purchase at least [***Redacted***] of QuickBird Products
in calendar year 2005 subject to the terms hereof.
	 
	 	5.1.5.	 	In consideration of DigitalGlobe providing services in support of the
Partner’s [***Redacted***] proposal and for granting the distribution rights to
Partner hereunder, upon execution of this Agreement, Partner shall pay a
one-time non-refundable agent fee of $5,000,000 for services rendered to
Partner in support of Partner’s proposal to [***Redacted***] (the “Agent
Fee”) and $5,000,000 (the “Distribution Rights Fee”) for granting
the distribution rights to Partner hereunder, by wire transfer of immediately
available funds.  In the event of (i) a Launch Failure of the WorldView 2
Satellite, or (ii) Partner having not received no later than 30 May 2005 a
written commitment from [***Redacted***] satisfactory to DigitalGlobe selecting
the WorldView satellite as its next generation solution, then the Distribution
Rights Fee shall be payable by DigitalGlobe to Partner as liquidated damages,
and not as a refund or penalty. The Agent Fee shall not be refundable under any
circumstances.
	 
	 	5.1.6.	 	If the Access Start Date is delayed beyond April 2008, Partner and
DigitalGlobe shall negotiate in good faith to lower the payments that are
scheduled to become due and payable to DigitalGlobe prior to full operational
capacity of the World View 2 Satellite.
	 
	 	5.1.7.	 	If [***Redacted***] increases the deal size in 2006, the parties shall
negotiate in good faith to provide for commensurate compensation.
	 
	 	5.1.8.	 	The provisions of Sections 3 through 5 may be extended by mutual agreement of
Partner and DigitalGlobe for another [***Redacted***] per year for subsequent
years.






	 	5.2.	 	Refund of Access Fee. A portion of the Access Fee may be refunded
upon the occurrence of and in accordance with the following:






	 	5.2.1.	 	Failure to Receive Access Time. If during any quarter, the number of
minutes of Access Time per month described in Section 3.1.2 is not provided to
Partner because of the fault of DigitalGlobe or an event of force majeure
affecting DigitalGlobe (a “Shortfall”), Partner will receive, at
DigitalGlobe’s election,





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	 	 	 	upon consultation with [***Redacted***] (through Partner), either (A) a
proportionate refund of the applicable Access Fee; or (B) an appropriate
amount of additional Access Time, but in no event exceeding the Access Time
lost by virtue of the Shortfall; provided that, in the event of the election
of clause (B), such additional Access Time shall be utilized within a one
year period from the month in which the Shortfall occurred as agreed upon by
the parties, Notwithstanding anything else in this Agreement to the
contrary, the foregoing shall constitute Partner’s sole and exclusive remedy
for the failure of DigitalGlobe to provide the Access Time.






	 	5.2.2.	 	U.S. Government Suspension Adjustment. If a U.S. Government Entity
suspends Satellite imaging operations of Partner in the entire ROI (“U.S.
Government Suspension”) and such suspension is not a Permanent Suspension
or a Limited Area Suspension, as defined below, and Partner demonstrates
satisfactory to DigitalGlobe that such suspension has produced a material,
unanticipated negative impact upon Partner’s business operations, Partner will
receive, as its exclusive remedy, a “Suspension Adjustment” consisting
of either: (A) a proportionate refund of the Access Fee (and unused prepaid
Distribution Fee to the extent Partner’s commercial distribution rights are
materially adversely affected) relating to the relevant period; or (B) an
appropriate amount of additional Access Time, either during subsequent months
or by way of extension of the term hereof. The foregoing election of either A
or B shall be made by DigitalGlobe, following consultation with
[***Redacted***] (through Partner). The Suspension Adjustment will not apply
if Partner receives revenues to compensate for the lost Access Fee and unused
prepaid Distribution Fees (as applicable) resulting from purchases of archived
WorldView Products during the suspension period. Partner will include in its
own customer contracts, licenses, purchase orders and similar documents
provisions protecting both Partner and DigitalGlobe from claims arising out of
a U.S. Government Suspension.
	 
	 	 	 	Partner acknowledges that the U.S. Government may impose a “Permanent
Suspension”, defined to be a complete blackout of imaging and
distribution in the entire ROI for not fewer than 180 consecutive days’
duration, without a stated terminal date. In the event such Permanent
Suspension is imposed, Partner will be entitled to a Suspension Adjustment,
as provided above, for a period equal to the term of such Permanent
Suspension, but in no case exceeding 180 days. If the Permanent Suspension
extends for more than 180 consecutive days, Partner may, as its sole and
exclusive remedy for a Permanent Suspension, terminate this Agreement in
accordance with Section 19, and DigitalGlobe shall negotiate in good faith
an appropriate refund of the Access Fees and Distribution Fees (to the
extent Partner’s commercial distribution rights are materially adversely
affected) paid by Partner hereunder, but not used or otherwise credited.
	 
	 	 	 	In addition, Partner acknowledges that the U.S. Government may, from time to
time, impose imaging and/or distribution restrictions covering limited areas
of the ROI (i.e. less than the entire ROI) (“Limited Area
Restriction”). Partner shall not be entitled to a Suspension Adjustment
for such Limited Area Restriction, and such restriction shall not be
considered a default by





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	 	 	 	DigitalGlobe or an event of force majeure entitling Partner to terminate or
suspend this Agreement. Partner expressly assumes the risk of a Limited
Area Restriction.






	 	5.3.	 	Taxes. It is the intention of the parties that DigitalGlobe shall not
be responsible or liable for the payment of any taxes, other than U.S. income taxes,
with respect to any actions of or payments by DigitalGlobe pursuant to this Agreement.
All of Partner’s payments under this Agreement will be made free and clear of any
applicable withholding, income or any other taxes or charges whatsoever. To the extent
Partner is required to withhold taxes or other charges from such payment, the amount of
such payment will be increased so that the net amount paid equals the amount that would
otherwise be payable had such taxes or charges not been required to be withheld.
Partner will provide to DigitalGlobe copies of such documentation as is necessary to
establish the amount of taxes or other charges withheld in connection with such payment
and the corresponding adjustment made by Partner. In the event that any jurisdiction
(including, without limitation, any jurisdiction in Japan) imposes or seeks to impose
any taxes, other than U.S. income taxes, on DigitalGlobe as a result of or in
connection with DigitalGlobe’s performance of this Agreement or its receipt of any
payment hereunder, Partner shall indemnify and hold harmless DigitalGlobe, on an
after-tax basis, for the full amount of (i) any such additional taxes required to be
paid by DigitalGlobe, (ii) any penalties, interests or additions to any such tax,
(iii) any expenses incurred by DigitalGlobe in connection with contesting the
imposition of such additional taxes, and (iv) any other costs or expenses incurred by
DigitalGlobe in connection therewith.






	6.	 	Delivery of Data. Notwithstanding anything else in this Agreement to the contrary,
Partner will make available to DigitalGlobe all data (including WorldView Data) obtained by
Partner pursuant to the terms of this Agreement, as requested by or for the NSLRSDA or other
U.S. Governmental agencies, on reasonable cost and delivery terms as agreed by DigitalGlobe
and the NSLRSDA or U.S. Government agency, as applicable. In addition, DigitalGlobe shall
maintain such data in its commercial imagery library. DigitalGlobe and the NSLRSDA may make
these data available immediately to the public. Partner may, with DigitalGlobe’s consent,
purchase secret archive services to keep selected imagery out of DigitalGlobe’s image library,
subject to the DigitalGlobe policy, and terms and conditions, in effect from time to time.
	 
	7.	 	Use and Protection of Trademarks and Logos. Upon the request of Partner,
DigitalGlobe will in good faith negotiate with Partner a non-exclusive license to use certain
DigitalGlobe trademarks, tradenames, service marks and logos to be identified by DigitalGlobe,
as well as any DigitalGlobe-approved translations or adaptations of the foregoing proposed by
Partner (collectively, the “Marks”).
	 
	8.	 	Space Equipment. The QuickBird Satellite, WorldView 1 Satellite, the WorldView 2
Satellite, the corresponding Sensors and the related communications equipment affixed to the
Satellite (collectively, the “Space Equipment”) shall have operating characteristics
substantially as described in Exhibit F. The Space Equipment shall be owned,
controlled and maintained at all times by DigitalGlobe. Partner shall have no rights in or to
the Space Equipment. DigitalGlobe reserves the right to make changes to the Space Equipment
at any time at its discretion. Any changes to the Space Equipment which have a material
adverse affect on Partner’s rights or operational capabilities hereunder shall be discussed by
the parties, and any mutually agreeable modifications to this Agreement shall be made, as
necessary. Partner acknowledges that





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	 	 	DigitalGlobe is the sole owner of the Space Equipment, DigitalGlobe’s ground facilities and
other related assets. Except as expressly set forth herein, IN NO EVENT SHALL THIS
AGREEMENT BE INTERPRETED TO CONVEY OWNERSHIP, OPERATING OR OTHER RIGHTS IN THE SPACE
EQUIPMENT, DIGITALGLOBE’S GROUND FACILITIES AND ANY OTHER DIGITALGLOBE ASSETS TO PARTNER.






	9.	 	Ground Station; Ground Station Equipment and Software.






	 	9.1.	 	Partner agrees to acquire, operate and be responsible for, at its sole expense,
all the ground station equipment (“Ground Station Equipment”) and Software
necessary to exercise the rights granted to it in Sections 3 and 4 hereof. Partner
further agrees to establish and operate any and all communications links (including by
not limited to Internet links) between Partner and DigitalGlobe as may be necessary to
fulfill the operational and management requirements applicable to the Ground Stations,
and shall obtain and maintain during the term hereof all licenses and other approvals
of all governmental entities and authorities with jurisdiction over the Ground
Stations, as may be necessary to construct, operate and maintain the Ground Stations
and the Ground Station Equipment and Software. Partner’s failure to adequately
maintain and operate any Ground Station or the Ground Station Equipment and Software
shall not excuse or relieve Partner of any payment obligations under this Agreement.
	 
	 	9.2.	 	DigitalGlobe agrees that during the term of this Agreement, except as
contemplated by the terms of this Agreement, DigitalGlobe shall not materially support
any third party’s efforts to acquire a ground station for purposes of providing
WorldView Data to the [***Redacted***].
	 
	 	9.3.	 	Partner’s Ground Station Obligations.






	 	9.3.1.	 	Only Use Equipment and Software. In recognition of the importance of
maintaining the technical integrity of the Space Equipment and all related
equipment and a consistently high level of quality and uniformity for
DigitalGlobe products, Partner will use only Ground Station Equipment and
Software approved by DigitalGlobe to task the WorldView 1 and WorldView 2
Satellites, and receive WorldView Data. DigitalGlobe shall not refuse or delay
the approval stated in this section more than 30 days after obtaining knowledge
of any incompatibility or other nonconformity of technical performance to
DigitalGlobe’s criteria, unless DigitalGlobe notifies Partner of the
incompatibility or other nonconformity of technical performance to the
DigitalGlobe’s criteria.
	 
	 	9.3.2.	 	Non-Interference. Partner will not interfere with the exercise of
imaging rights by other distribution partners or resellers of DigitalGlobe or
DigitalGlobe, nor with the control of any satellite by DigitalGlobe. In the
event of such interference, regardless of whether or not it is intentional or
negligent, DigitalGlobe may, in its sole discretion, suspend Partner’s Access
Rights pending Partner’s correction of the interference problem and payment in
full to DigitalGlobe and/or such distribution partner of an amount equal to all
damages (direct or indirect) either or both of them incur because of Partner’s
interference. No such suspension will entitle Partner to any refund or
reduction of its fees





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	 	 	 	hereunder. If the interference continues for 24 hours after notice from
DigitalGlobe, DigitalGlobe may, at its option, immediately terminate this
Agreement for default pursuant to Section 19, but without having to comply
with the notice and cure provisions of that Section.






	10.	 	Product Quality; Technical Failure; System Failure.






	 	10.1.	 	General. Partner will comply with all quality assurance standards and
procedures set forth in this Agreement. Partner will provide to DigitalGlobe a written
report, on a semi-annual basis, describing any and all customer complaints, and the
identity of the customer making such complaint, regarding the quality of any WorldView
Products or the level of service provided by Partner.
	 
	 	10.2.	 	Compliance Reviews. In order to determine whether Partner is
maintaining the prescribed quality standards and quality control procedures, Partner
will, upon request, provide to DigitalGlobe, (i) copies, photographs or representative
samples of Partner’s advertising copy, promotional materials or other materials
relating to WorldView Products; (ii) samples of WorldView Products; and (iii) access
during normal business hours to Partner’s facilities.
	 
	 	10.3.	 	Technical Failure.






	 	10.3.1.	 	Claims by Partner. If, after the Access Start Date, Partner
reasonably believes that the WorldView Data does not substantially
qualitatively and quantitatively conform to the WorldView Data definition,
other than for reasons of force majeure as described in Section 19, then
Partner will provide DigitalGlobe with written notice describing the
nonconformity. If DigitalGlobe agrees there is a nonconformity and that the
nonconformity is directly caused by the Space Equipment and is not related to
Partner’s operation or maintenance of the Ground Station or other related
equipment, the parties will confer and attempt in good faith to achieve a fair
and amicable resolution to Partner’s complaint. Notwithstanding the foregoing,
if DigitalGlobe corrects the non-conformity within five days after notice from
Partner, there will be no refund of the Access Fee. If the results of the
parties’ discussions are not successful in resolving the dispute within 30 days
following Partner’s notice of the nonconformity, then either party may initiate
arbitration proceedings pursuant to Section 21.
	 
	 	10.3.2.	 	Claims by [***Redacted***]. If, after the Access Start Date,
[***Redacted***] reasonably believes that the WorldView Data does not
substantially qualitatively and quantitatively conform to the WorldView Data
definition, other than for reasons of force majeure as described in Section 19,
then Partner shall (i) provide DigitalGlobe with such notice and access to
[***Redacted***] facilities necessary to enable DigitalGlobe to determine
whether there is a nonconformity and whether the nonconformity is directly
caused by the Space Equipment and is not related to Partner’s operation or
maintenance of the Ground Station or other related equipment, and (ii) release
DigitalGlobe and its Related Parties, and indemnify and hold harmless
DigitalGlobe and its Related Parties with respect to all costs, liabilities,
damages, penalties, fines and other expenses (including reasonable attorneys
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	 	 	 	of investigation) incurred or suffered by any of them and arising out of or
related to any such claim by [***Redacted***]. Further, if DigitalGlobe
agrees there is a nonconformity and that the nonconformity is directly
caused by the Space Equipment and is not related to Partner’s and/or
[***Redacted***]’s operation or maintenance of the Ground Station or other
related equipment, the parties will confer and attempt in good faith to
achieve a fair and amicable resolution to [***Redacted***]’s complaint. If
the results of the parties’ discussions are not successful in resolving the
dispute within 30 days following Partner’s and/or [***Redacted***]’s notice
of the nonconformity, then either party may initiate arbitration proceedings
pursuant to Section 21.






	 	10.3.3.	 	VGT Support. In the event of a failure in the WorldView 2 system
Ground Station Equipment and Software which prevents the [***Redacted***] from
DDL, DigitalGlobe shall use its reasonable efforts to ensure the availability
of VGT solution services to substitute the mission critical portions of the
Ground Station Equipment and Software. The parties shall negotiate in good
faith a ground system supply and maintenance agreement pertaining to mission
critical portions of the ground system and their maintenance.






	 	10.4.	 	System Failure. If, after the Access Start Date, Partner is unable to
exercise its DDL Access Rights due to the complete failure of all Space Equipment for
which DigitalGlobe is solely responsible (“System Failure”), then Partner’s
obligations to pay quarterly Access Fees hereunder shall be suspended until the System
Failure is corrected, provided that upon the correction of such System Failure,
Partner shall immediately resume its obligation to pay quarterly Access Fees, including
any pro rata Access Fees for the remaining portion of the quarter in which the
correction occurred. DigitalGlobe shall have 180 days from the date of the System
Failure to remedy such System Failure (the “Cure Period”). If the System
Failure is not remedied in the Cure Period, and Partner has demonstrated that its
commercial distribution rights have been materially adversely affected, then
DigitalGlobe shall refund to Partner a portion of the Access Fee and paid but unused
Distribution Fee attributable to the period during which the System Failure occurred,
pro rated based upon the number of days of the System Failure, and the Term hereof will
be extended for the length of time required to cure the System Failure. If the System
Failure is not remedied within the Cure Period, then Partner may terminate this
Agreement in accordance with Section 19. TERMINATION OF THIS AGREEMENT PURSUANT TO
SECTION 19 SHALL BE THE EXCLUSIVE REMEDY OF PARTNER FOR CLAIMS RELATING TO SYSTEM
FAILURE.






	11.	 	Conditions Precedent. The respective obligations of Partner and DigitalGlobe
hereunder (excluding Partner’s obligation to pay the Agent Fee set forth in Section 5.1.5
hereof) are contingent upon the occurrence of each of the following conditions precedent:






	 	11.1	 	DigitalGlobe shall have obtained adequate commitments for commercial financing
of its WorldView 2 Satellite program, as determined by DigitalGlobe in its sole
discretion.
	 
	 	11.2	 	Each of Partner and DigitalGlobe shall have obtained the requisite approval of
this Agreement and the transactions contemplated hereby by its Board of Directors.





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	 	11.3	 	Partner shall have received a written commitment from [***Redacted***]
satisfactory to DigitalGlobe selecting the WorldView satellite as its next generation
solution prior to May 31, 2005.
	 
	 	11.4	 	DigitalGlobe shall have received the requisite unconditional approval from the
U.S. Department of Commerce satisfactory to DigitalGlobe.






	12.	 	Confidential Information.






	 	12.1	 	During the term of this Agreement, and for a period of three years thereafter,
each party acknowledges that (i) the QuickBird Products, WorldView 1 Products and
WorldView 2 Products (collectively, the “DigitalGlobe Products”), and (ii) each
party may receive or have access to other proprietary or confidential information by
the disclosing party (collectively, the “Information”). All written
disclosures of such Information by each party to the other party shall be designated
with an appropriate legend such as “Confidential.” The receiving party shall use the
disclosing party’s Information solely to perform its obligations under this Agreement
and shall take all precautions necessary to safeguard the confidentiality of the
disclosing party’s Information, including without limitation, (i) those taken by the
receiving party to protect its own confidential information and (ii) those which the
disclosing party may reasonably request. Partner will not allow the removal or
defacement of any confidentiality or proprietary notice placed on the DigitalGlobe
Products. The placement of a copyright notice on any DigitalGlobe Product shall not
constitute publication or otherwise impair its confidential nature.
	 
	 	12.2	 	The receiving party will not disclose, in whole or in part, the disclosing
party’s Information to any person, except to (i) the receiving party’s employees, its
contractors in connection with the WorldView system, and/or employees of Hitachi, Ltd.
Defense Systems Division who require access to perform the receiving party’s
obligations under this Agreement and that are under an obligation of confidentiality,
or (ii) with the prior written consent of the other party.
	 
	 	12.3	 	The parties acknowledge that any unauthorized use or disclosure of the
disclosing party’s Information may cause irreparable damage to the disclosing party.
If an unauthorized use or disclosure occurs, the receiving party will immediately
notify the disclosing party and take at its expense all steps necessary to recover the
disclosing party’s Information and to prevent its subsequent unauthorized use or
dissemination, including availing itself of actions for seizure and injunctive relief.
If the receiving party fails to take these steps in a timely and adequate manner, the
disclosing party may take them at the receiving party’s expense, and the receiving
party will provide the disclosing party with its reasonable cooperation in such actions
that the disclosing party may request.
	 
	 	12.4	 	The receiving party will have no confidentiality obligation with respect to any
portion of the disclosing party’s Information that (i) the receiving party
independently developed before receiving the Information from the disclosing party as
shown through tangible evidence, (ii) the receiving party lawfully obtained from a
third party under no obligation of confidentiality, (iii) is or becomes available to
the public other than as a result of an act or omission of the receiving party or any
of its employees, or (iv) the receiving party is compelled to disclose pursuant to
legal process provided by a court of competent jurisdiction. Under any of these
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	 	 	 	disclosing party at least 30 days before disclosing any portion of the disclosing
party’s Information to any other person.






	 	12.5	 	The rights and obligations of this Section 12 shall survive the expiration or
termination of this Agreement.






	13.	 	Compliance with Laws.






	 	13.1.	 	Laws and Regulations of Japan. Partner agrees to comply at all times
with all applicable Japanese laws and regulations including, but not limited to,
Japanese laws and regulations relating to (i) permits, licenses or other authorizations
Partner must have in order to carry out its obligations under this Agreement, (ii)
Partner’s business conduct, including, but not limited to, antitrust, unfair trade
practices, improper payments to government officials and others, privacy, trade
secrets, advertising and promotion, and exchange controls, and (iii) national security,
defense, military and similar matters.
	 
	 	13.2.	 	U.S. and International Laws.






	 	13.2.1.	 	DigitalGlobe agrees to comply at all times with all applicable United States
laws and regulations including, but not limited to, United States laws and
regulations relating to (i) permits, licenses or other authorizations
DigitalGlobe must have in order to carry out its obligations under this
Agreement, (ii) DigitalGlobe’s business conduct, including, but not limited to,
antitrust, unfair trade practices, improper payments to government officials
and others, privacy, trade secrets, advertising and promotion, and exchange
controls, and (iii) national security, defense, military and similar matters.
	 
	 	13.2.2.	 	License. Partner represents that it has been provided with and has
read a summary of the material terms of the License and is knowledgeable about
the rights and obligations set forth therein. Partner will comply, and assist
DigitalGlobe in compliance, with the License. As part of assisting
DigitalGlobe with compliance, Partner will provide such information relating to
Partner’s activities under this Agreement as DigitalGlobe may reasonably
request as soon as practicable upon receipt of such request.
	 
	 	13.2.3.	 	Permits. Partner will comply, and will assist DigitalGlobe in
complying, with all applicable U.S. and international permits, licenses and
other authorizations.
	 
	 	13.2.4.	 	Foreign Corrupt Practices Act. Partner represents that it is has
reviewed the U.S. Foreign Corrupt Practices Act, 15 U.S.C. §78m et seq., as may
be amended from time to time (“FCPA”), has not taken and will not take
any action that could place DigitalGlobe or its owners or Partner persons in
violation of the FCPA. Partner will provide such certificates, questionnaire
responses, or other information regarding as DigitalGlobe, its auditors, or the
auditors of its shareholders may reasonably request.
	 
	 	13.2.5.	 	Export Controls. Partner will comply, and will assist DigitalGlobe
in complying, with all U.S. laws relating to the export and re-export of
DigitalGlobe technical data, products, Ground Station Equipment and Software
and documentation.





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	 	 	 	Partner will provide to DigitalGlobe all information, documentation,
certification, contractual arrangements or other assistance necessary to
obtain and maintain all required export licenses from U.S. Government
entities. Any items for which DigitalGlobe obtained an export-license from
the U.S. Government may not be sold, leased or otherwise conveyed, delivered
or made available by Partner to a third party, or exported by Partner,
without DigitalGlobe’s prior written approval and compliance with all
applicable U.S. export licenses.
	 
	 	13.2.6.	 	General. In addition to the above, Partner shall comply, and will
assist DigitalGlobe in complying, with all other applicable laws, including any
regulations, decrees or orders issued thereunder. Partner further agrees that
it will not knowingly do business with criminal organizations, terrorist
organizations or other people or groups that are likely to use WorldView Data
and/or WorldView Products for purposes that are illegal or adverse to the
interests of the U.S. Government or the DigitalGlobe enterprise generally.
Partner shall not enter into transactions or relationships that could
reasonably be expected to damage DigitalGlobe’s relationship with the U.S.
Government or the continuation of the License. In cases where Partner is
uncertain as to the possible impact of a potential transaction or relationship,
it shall consult with DigitalGlobe in advance.






	14.	 	Indemnification.






	 	14.1.	 	Partner Indemnification. Partner hereby agrees to release
DigitalGlobe and its Related Parties and Partner hereby indemnifies and holds harmless
DigitalGlobe and its Related Parties with respect to all costs, liabilities, damages,
penalties, fines and other expenses (including reasonable attorneys fees and costs of
investigation) incurred or suffered by any of them and arising out of or related to;
(a) any claims asserted against DigitalGlobe by third parties arising out of Partner’s
activities, including, but not limited to, the processing, promotion and distribution
of WorldView Products and QuickBird Products, and any violations of applicable law by
Partner and any sub-licensees; (b) any third-party claim that purportedly arises out of
Partner’s acts or omissions under this Agreement and is asserted by any customer or
supplier of Partner, or any other third party asserting a claim against DigitalGlobe in
connection with a contract or relationship between Partner or any of its Related
Parties and such third party; (c) any loss of or damage to Partner’s facilities, or the
Ground Station Equipment and Software after delivery to such facilities, and (d) any
breach hereof, or negligence or willful misconduct on the part of Partner, its
affiliates, employees, officers, directors, representatives and agents. DigitalGlobe
and its Related Parties will give Partner prompt notice of the nature and details of
any claim of which they are aware and which they believe is subject to indemnification
hereunder and will permit Partner to participate in the defense of such claim;
provided, however, that DigitalGlobe and its Related Parties shall have sole discretion
in deciding issues involving settlement of the claim.
	 
	 	14.2.	 	DigitalGlobe Indemnification. DigitalGlobe hereby agrees to release
Partner and its Related Parties and DigitalGlobe hereby indemnifies and holds harmless
Partner and its Related Parties with respect to all costs, liabilities, damages,
penalties, fines and other expenses (including reasonable attorneys fees and costs of
investigation) incurred or suffered by any of them and arising out of or related to (a)
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	 	 	 	Partner by third parties arising out of violations of applicable law by
DigitalGlobe; and (b) any material breach hereof, or negligence or willful
misconduct on the part of DigitalGlobe, provided DigitalGlobe is promptly notified
of any and all threats, claims and proceedings related thereto and given reasonable
assistance and the opportunity to assume sole control over the defense and all
negotiations for a settlement or compromise. Partner and its Related Parties will
give DigitalGlobe prompt notice of the nature and details of any claim of which they
are aware and which they believe is subject to indemnification hereunder and will
permit DigitalGlobe to participate in the defense of such claim.






	15.	 	Disclaimer of Warranties. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT TO THE
CONTRARY, DIGITALGLOBE MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE WORLDVIEW
PRODUCTS, QUICKBIRD PRODUCTS, SPACE EQUIPMENT, THE GROUND STATION EQUIPMENT, THE GROUND
STATION SOFTWARE, OR SERVICES PROVIDED UNDER THIS AGREEMENT, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE, EVEN IF DIGITALGLOBE HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF
DIGITALGLOBE IS AUTHORIZED TO MAKE OR ENTER INTO WARRANTY OBLIGATIONS ON BEHALF OF
DIGITALGLOBE UNDER THIS AGREEMENT.
	 
	16.	 	Expenses and Taxes. Except as otherwise expressly provided under this Agreement,
each party will be responsible for its own expenses incurred in entering into and performing
this Agreement, including, but not limited to, taxes, governmental filing fees and other
governmental charges payable in connection with the party’s activities under this Agreement.
	 
	17.	 	Representations and Warranties.






	 	17.1.	 	By Each Party. Each party represents that:






	 	17.1.1.	 	Organization. It is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization.
	 
	 	17.1.2.	 	Corporate Powers. It has all necessary corporate or other (as the
case may be) power and authority to sign, deliver and perform this Agreement,
and has taken all action necessary to authorize such signature, delivery and
performance.
	 
	 	17.1.3.	 	Permits. Its signature and delivery hereof do not require any
permits or third-party consents, other than permits and consents already
obtained and, with respect to DigitalGlobe, the U.S. Government notification
referred to in Section 13.
	 
	 	17.1.4.	 	Valid and Binding Obligation. Following execution by the other
party, and, as to DigitalGlobe, completion of the U.S. Government notification
and receipt of all required export approvals referred to in Section 13.2.5.,
this Agreement will constitute the party’s legal, valid and binding obligation,
enforceable in accordance with its terms, except as may be limited by (i)
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
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	 	 	 	laws relating to or affecting the rights of creditors generally and (ii)
limitations imposed by law or equitable principles or specific enforcement
and the availability of injunctive relief or other equitable remedies.






	 	17.2.	 	By Partner. Partner, to the best of its knowledge, further represents
as follows:






	 	17.2.1.	 	Independent Investigation. Partner has performed its own due
diligence and business investigations with respect to this Agreement, has
formed its own conclusions regarding the conditions, values, risks and
prospects of the distribution partner arrangements contemplated by this
Agreement, and is not relying upon DigitalGlobe with respect to the performance
of such investigations and conclusions. Partner has had a sufficient
opportunity to review the matters it believes to be important in deciding
whether and on what terms to become a DigitalGlobe distribution partner.
	 
	 	17.2.2.	 	Awareness of Risks. Partner is fully familiar with the nature of
the distribution partner venture it is undertaking, the speculative and
financial risks involved, and the uncertainty with respect to the timing and
amounts of profits, if any, to be made by Partner. PARTNER HEREBY EXPRESSLY
ASSUMES ALL RISKS ASSOCIATED WITH ITS PERFORMANCE UNDER THIS AGREEMENT.
	 
	 	17.2.3.	 	Financial Condition. Partner is properly capitalized and
financially capable of performing this Agreement.






	18.	 	Term of Agreement. Subject to appropriate notification of the U.S. Government and
receipt by DigitalGlobe of any requisite U.S. Government clearances, this Agreement shall
commence on the date indicated on the first page, shall be effective upon satisfaction or
waiver of all conditions precedent to the effectiveness hereof and shall extend until April 1, 2014 (“Initial Term”), as such Initial Term may be amended by mutual agreement of the
parties pursuant to Section 5.1.8. hereof (the “Term”).
	 
	19.	 	Termination.






	 	19.1.	 	Early Termination. This Agreement may be terminated before the
expiration of its term, only as follows:






	 	19.1.1.	 	By Mutual Agreement. This Agreement may be terminated at any time
by the mutual written agreement of the parties.
	 
	 	19.1.2.	 	For Default by Partner. DigitalGlobe may terminate this Agreement
immediately upon written notice to Partner if: (i) Partner is the subject of
insolvency, bankruptcy or similar proceedings, or makes an assignment for the
benefit of creditors, or a receiver, liquidator, trustee or similar person is
appointed for any material portion of Partner’s assets; (ii) a material portion
of Partner’s assets becomes the subject of foreclosure proceedings, or is
seized by any government entity, or is the subject of a lien or levy that is
executed; or (iii) Partner commits a breach of a material provision hereof,
and, if the breach is curable, does not cure such breach to the satisfaction of
DigitalGlobe within 30 days after being notified of the breach by DigitalGlobe
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	 	 	 	of Partner’s failure to make any payment to DigitalGlobe required under this
Agreement).






	 	19.1.3.	 	For Default by DigitalGlobe. Partner may terminate this Agreement
immediately upon written notice to Partner if: (i) there is a Launch Failure;
or (ii) DigitalGlobe commits a breach of Section 9.2 hereof, and, if such
breach is curable, does not cure such breach to the satisfaction of Partner
within 30 days after being notified of the breach by Partner; (iii)
DigitalGlobe is the subject of insolvency, bankruptcy or similar proceedings,
or makes an assignment for the benefit of creditors, or a receiver, liquidator,
trustee or similar person is appointed for any material portion of
DigitalGlobe’s assets; (iv) a material portion of DigitalGlobe’s assets becomes
the subject of foreclosure proceedings, or is seized by any government entity,
or is the subject of a lien or levy that is executed; or (v) if the WorldView 2
Satellite is not launched prior to December 31, 2009.
	 
	 	19.1.4.	 	Force Majeure. Except as set forth below, either party may
terminate this Agreement in the event the obligations under this Agreement are
suspended in connection with a force majeure event described in Section 29,
continuing for a period exceeding 180 consecutive days, and the suspension is
reasonably likely to impair materially and permanently the value of this
Agreement or the terminating party. Notwithstanding the foregoing, any
payments or other amounts due in accordance with this Agreement which accrued
but were unpaid prior to the termination hereof.
	 
	 	19.1.5.	 	[***Redacted***] Commitment. This Agreement shall automatically
terminate with no further action required by either party and with no liability
or penalty to either party in the event Partner has not received prior to May
31, 2005 the written commitment from [***Redacted***] in accordance with
Section 11.3.
	 
	 	19.1.6.	 	Department of Commerce. This Agreement shall automatically
terminate with no further action required by either party and with no liability
or penalty to either party in the event (i) the U.S. Department of Commerce
fails to approve the Agreement, or (ii) the U.S. Department of Commerce
approves the Agreement subject to certain conditions, and 30 days after
receiving notice of such conditions the parties are unable after good faith
negotiations to agree on an amendment hereto that satisfactorily resolves how
to appropriately comply with such conditions.






	 	19.2.	 	Consequences of Termination. Termination for whatever reason shall
not affect the rights and obligations of the parties under Sections 12, 20, 21, 27 and
32, which rights and obligations shall survive any termination. At termination, all
other rights and obligations under this Agreement shall terminate. If termination is
for default under Section 19.1.2, DigitalGlobe shall also retain any other rights and
remedies it may have under applicable law that are not otherwise limited by this
Agreement. Notwithstanding anything else in this Agreement, upon termination for any
reason, Partner shall cease using, and immediately return to DigitalGlobe, all
documentation, keys, codes and similar items covered by this Agreement and shall
immediately cease using the Marks, if applicable, for any purpose. If the Agreement is
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	 	 	 	and 19.1.5, the provisions in this Agreement pertaining to Access Rights and Access
Time with regard to WorldView 2 shall terminate, but the other provisions hereof
shall remain in effect. ,Notwithstanding the foregoing, in the event of a
termination based on Section 19.1.5., the parties agree to negotiate in good faith a
commercially appropriate adjustment to the Minimum Distribution Fees.






	20.	 	Applicable Law; Actions. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York as such law is applied by to contracts
between New York residents entered into and to be performed within the State of New York,
without giving effect to the conflicts of law principles thereof.
	 
	21.	 	Disputes. Except for injunctive relief, all disputes arising under or relating to
this Agreement shall be resolved by applying the following techniques in ascending order as
required to resolve the dispute.






	21.1.	 	Any dispute shall be elevated to higher levels of management as required to
achieve resolution. If such elevation is not successful in resolving the dispute
within seven days, or any mutually agreeable extension, of the date the dispute was
first raised between the two parties, as documented in writing, then arbitration will
be used as specified in the next paragraph.






	 	21.2.	 	In the event that a dispute between or among any of the parties relating to
the rights and obligations of the parties under this Agreement cannot be resolved by
negotiation, the matter will be submitted to binding arbitration The arbitration will
be conducted in accordance with the procedures in this document and the arbitration
rules of the AAA (“AAA Rules”) in effect as of the initiation of such
arbitration. In the event of a conflict, the provisions of this document will control.
The arbitration may be conducted by one arbitrator by mutual agreement of the parties
or by three arbitrators if the parties cannot so agree, with each party choosing one
arbitrator, and the AAA choosing the third. The AAA rules for commercial arbitration
will be followed.
	 
	 	21.3.	 	Any issue concerning the extent to which any dispute is subject to
arbitration, or concerning the applicability, interpretation, or enforceability of
these procedures, including any contention that all or part of these procedures are
invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved
by the arbitrator(s). No potential arbitrator may serve unless he or she has agreed in
writing to abide and be bound by these procedures.
	 
	 	21.4.	 	Unless provided otherwise in the settlement agreement resulting from such
arbitration, the arbitrator(s) may not award non-monetary or equitable relief of any
sort. They shall have no power to award punitive damages or any other damages not
measured by the prevailing party’s actual damages, and the parties expressly waive
their right to obtain such damages in arbitration or in any other form. In no event
shall the arbitrator(s) have power to make an award or impose a remedy that could not
be made or imposed by a court deciding the matter in the same jurisdiction. No
discovery will be permitted in connection with the arbitration unless it is expressly
authorized by the arbitrator(s) upon a showing of substantial need by the party seeking
discovery. All aspects of the arbitration shall be treated as confidential. Neither
the parties nor the arbitrator(s) may disclose the existence, content or results of the
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	 	 	 	regulatory requirements. Before making any such disclosure, a party shall give
written notice to all other parties and shall afford such parties a reasonable
opportunity to protect their interests.






	 	21.5.	 	The result of the arbitration will be binding on the parties, and judgment on
the arbitrator’s award may be entered in any court having jurisdiction.






	22.	 	Language of Agreement. This Agreement has been negotiated and prepared in English.
If a translation is prepared, the English version will control in the event of any
inconsistency or ambiguity between the versions.
	 
	23.	 	Entire Agreement. This Agreement constitutes the entire agreement of the parties
with respect to the subject matter hereof and supersedes any previous written or oral
understandings and agreements of every kind relating to such subject matter, except for the
Seconds On Orbit Program Data Licensing Agreement for QuickBird Satellite Imagery, entered
into between the Parties as of June 27, 2003, and Seconds On Orbit Program Data Receipt,
Processing and Distribution Agreement for QuickBird Imagery, entered into between RSGS and the
parties as of November 13, 2003. In the event of an inconsistency between such SOO agreements
and this Agreement, this Agreement shall govern. Partner shall obtain a written release,
waiver and confirmation from Hitachi Ltd. satisfactory to DigitalGlobe to the effect set forth
in the previous sentence. This Agreement may only be modified or amended by express written
agreement of both parties.
	 
	24.	 	Relationships 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 Vendor and DigitalGlobe as partners, agents or joint venture partners with respect
to this Agreement. Neither party hereto 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.
	 
	25.	 	Severability. If any provision of this Agreement, or the application thereof, shall
for any reason and to any extent be held illegal, invalid or unenforceable, that provision
shall be limited or eliminated to the minimum extent necessary so that this Agreement shall
otherwise remain in full force and effect and enforceable and be interpreted so as best to
reasonably effect the intent of the parties hereto.
	 
	26.	 	Assignment. Neither party may assign any rights or obligations hereunder without the
prior written consent of the other, except by DigitalGlobe: (i) to a third party pursuant to
a merger, sale of all or substantially all assets, to a subsidiary, (ii) in connection with
any other corporate reorganization, or (iii) in connection with any financing or refinancing
arrangement. Any purported assignment, transfer or subcontract shall be void and ineffective
without such written consent, such consent not be unreasonably withheld. Subject to the above
restrictions on assignment, the Agreement shall inure to the benefit of and bind the
successors and assigns of the parties. Partner and DigitalGlobe each acknowledge that any
transfer of the accountability, responsibilities or obligations of either party under this
Agreement shall require prior notification and subsequent written consent of the U.S.
Government.
	 
	27.	 	Notices. All notices, consents or approvals required by this Agreement shall be in
writing sent by (i) certified or registered air mail, postage prepaid, (ii) commercial
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	 	 	tracking capabilities, (iii) facsimile, or (iv) email (confirmed by the receiving party)
sent to the parties at the following addresses or such other addresses as may be designated
in writing by the respective parties:




If to DigitalGlobe:



DigitalGlobe, Inc.

1601 Dry Creek Drive, Suite 260

Longmont, CO 80503

Attn: Legal Services

Phone: [***Redacted***]

Fax: [***Redacted***]



If to Partner:



Hitachi Software Engineering Co. Ltd.

4-12-7-Higashi-Shinagawa, Shinagawa-Ku

Tokyo, 140-0002

Japan

Attn: [***Redacted***]

Phone: [***Redacted***]

            [***Redacted***]

Fax: [***Redacted***]





	 	 	Notices will be effective when deemed received. Notices sent by mail will be deemed
received 5 business days after being sent. Notices sent by courier will be deemed received
on the day they are actually received, as attested by the courier. Notices sent by fax will
be deemed received on the next business day after they are sent.
	 
	28.	 	Headings; Section References; Precedence. The headings hereof are for convenience
and are not to affect the interpretation hereof. All references to Sections, Clauses,
Exhibits or Schedules are, unless otherwise specified, to the Sections, Clauses, Exhibits or
Scheduled hereof. If there is any inconsistency between the body hereof and any Exhibit or
related agreement or document, the body hereof will take precedence.
	 
	29.	 	Force Majeure. Neither party shall be liable for default or delay caused by any
occurrence beyond its reasonable control, including but not limited to fires, strikes or labor
disputes, accidents, acts of God, war, riot or civil disturbance, transportation conditions;
and governmental control, regulation or permit and/or embargo, but excluding financial
inability. In addition, general or local market conditions will not constitute a force
majeure.
	 
	30.	 	Future Assurances. Each party will use its best efforts to cooperate with the other
in obtaining the required permits and otherwise causing the transactions contemplated by this
Agreement to be effected in accordance with its terms. Each party will sign and deliver any
further certificates, applications, notices, agreements and other documents the other party
may reasonably request to facilitate performance under this Agreement and compliance with
applicable law.





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	31.	 	Construction of Agreement. This Agreement has been negotiated by the respective
parties hereto and the language of this Agreement shall not be construed for or against any
party.
	 
	32.	 	LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY, ANY RELATED PARTY, OR ANY
SUPPLIER OF EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY
CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS-OF-PROFIT,
LOSS OF OPPORTUNITY, LOSS OF GOODWILL, OR OTHER SUCH DAMAGES, REGARDLESS OF WHETHER A CLAIM
ARISES IN CONTRACT, TORT OR OTHERWISE. FURTHER, IN NO EVENT SHALL ANY LIABILITY OF EITHER
PARTY TO THE OTHER PARTYUNDER THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID BY PARTNER
HEREUNDER.
	 
	33.	 	U.S. Government Notifications and Approvals. In accordance with the License,
DigitalGlobe will duly notify the U.S. Department of Commerce of the parties’ intention to
enter into this Agreement. DigitalGlobe will also apply for, and use reasonable efforts to
obtain, all export licenses and other permits or approvals, required to perform its
obligations under this Agreement. APPROPRIATE NOTIFICATION OF THE U.S. GOVERNMENT HEREOF IN
ACCORDANCE WITH THE LICENSE AND RECEIPT OF ALL REQUIRED EXPORT APPROVALS AS REQUIRED BY
APPLICABLE LAW IS AN EXPRESS CONDITION PRECEDENT TO THE EFFECTIVENESS HEREOF. DigitalGlobe
shall use reasonable efforts to do all things necessary to keep the License in full force and
effect, and shall otherwise comply with all applicable laws, regulations, orders and/or
decrees in performing this Agreement.





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This Agreement is agreed to by DigitalGlobe and Partner and is executed and agreed to be effective
the last date written below as signified by the signatures and shall be a binding agreement.




	 	 	 	 	 	 	 
	Hitachi Software Engineering Co. Ltd.

	 	 	 	DigitalGlobe, Inc.	 	 
	 
	 	 	 	 	 	 
	/s/ Takatoshi Kodaira
 

Signature

	 	 
	 	/s/ Jeffrey S. Kerridge
 

Signature
	 	 
	 
	 	 	 	 	 	 
	Takatoshi Kodaira
 

Name

	 	 
	 	Jeffrey S. Kerridge
 

Name
	 	 
	 
	 	 	 	 	 	 
	Executive Officer General Manager
 

Title

	 	 
	 	Senior Vice President
 

Title
	 	 
	 
	 	 	 	 	 	 
	September 15, 2005
 

Date

	 	 
	 	September 15, 2005
 

Date
	 	 




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Exhibit A




Definitions





	1.	 	“AAA” means the American Arbitration Association.
	 
	2.	 	“AAA Rules” has the meaning set forth in Section 21.2.
	 
	3.	 	“Access Fees” has the meaning set forth in Exhibit G.
	 
	4.	 	“Access Rights” has the meaning set forth in Section 3.1.1.
	 
	5.	 	“Access Specifications” has the meaning set forth in Section 3.1.5.
	 
	6.	 	“Access Start Date” means the date on which DigitalGlobe certifies in writing
that the WorldView 2 Satellite is capable of transmitting data to the Ground Station.
	 
	7.	 	“Access Time” means the time available to task, collect and downlink imagery
from the WorldView 2 Satellite, measured in minutes.
	 
	8.	 	“Additional Minutes” has the meaning set forth in Section 3.1.4.
	 
	9.	 	“Agent Fee” has the meaning set forth in Section 5.1.5.
	 
	10.	 	“Agreement” has the meaning set forth in the Preamble.
	 
	11.	 	[***Redacted***].
	 
	12.	 	“Cure Period” has the meaning set forth in Section 10.4.
	 
	13.	 	“DDL” means the capability to up-link tasking requests and down-link data from
and to the WorldView 2 Satellite (or the WorldView 1 Satellite, as the case may be) to and
from the Ground Station(s).
	 
	14.	 	“DDL Access” has the meaning set forth in Section 3.1.1.
	 
	15.	 	“DigitalGlobe” has the meaning set forth in the Preamble.
	 
	16.	 	“DigitalGlobe Asia” means DigitalGlobe Asia, Inc., a wholly-owned subsidiary of
DigitalGlobe, organized under the laws of the State of Delaware, U.S.A.
	 
	17.	 	“DigitalGlobe Products” has the meaning set forth in Section 12.1.
	 
	 	 	17a. “Distribution Rights Fee” has the meaning set forth in Section 5.1.5.
	 
	18.	 	“FCPA” has the meaning set forth in Section 13.2.4.
	 
	19.	 	“Ground Stations” has the meaning set forth in Exhibit B.





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	20.	 	“Ground Station Equipment and Software” has the meaning set forth in Section 9.
	 
	21.	 	“Information” has the meaning set forth in Section 12.1.
	 
	22.	 	“Initial Term” has the meaning set forth in Section 18.
	 
	23.	 	“[***Redacted***]” has the meaning set forth in the fourth “WHEREAS” clause of
the Preamble.
	 
	24.	 	“[***Redacted***] Data” has the meaning set forth in Section 3.1.7.
	 
	25.	 	“Launch Failure” means a situation where the WorldView 2 Satellite fails to
reach orbit, or upon reaching orbit is unable to fulfill its primary mission of acquiring
and down linking data.
	 
	26.	 	“License” means the operating license relating to the Satellite, issued by the
U.S. Department of Commerce pursuant to the Land Remote Sensing Policy Act of 1992, as
amended.
	 
	27.	 	“Limited Area Restrictions” has the meaning set forth in 5.2.2.
	 
	28.	 	“Marks” has the meaning set forth in Section 7.
	 
	29.	 	“Minimum Distribution Fees” has the meaning set forth in Exhibit G.
	 
	30.	 	“Minimum Fees” means Access Fees and Minimum Distribution Fees.
	 
	31.	 	“NGA” means the United States National Geospacial-Intelligence Agency.
	 
	32.	 	[***Redacted***].
	 
	33.	 	“NSLRSDA” means the National Satellite Land Remote Sensing Data Archive in the
U.S. Department of the Interior, and any successor archives or collections of data.
	 
	34.	 	“Partner” has the meaning set forth in the Preamble.
	 
	35.	 	“Permanent Suspension” has the meaning set forth in Section 5.2.2.
	 
	36.	 	“QuickBird Data” means panchromatic and/or multispectral raster imagery
information and the associated ancillary data acquired by sensor onboard the QuickBird
satellite.
	 
	37.	 	“QuickBird Products” means imagery based information generated by processing
one or more sets of QuickBird Data, including the use of external data such as ground truth
and elevation models, to enhance the radiometric and geometric accuracy, and includes
QuickBird Data.
	 
	38.	 	“QuickBird Satellite” means the collection of hardware, including satellite bus
and sensor launched by DigitalGlobe on October 18, 2001.
	 
	39.	 	“Related Parties” means all partners, investors, subsidiaries, partners, and
suppliers of DigitalGlobe, and their respective employees, directors, officers,
representatives or agents..
	 
	40.	 	“ROI” has the meaning set forth in Exhibit B.





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	41.	 	“Sensor” means the optics and electronics, which when integrated to a
spacecraft bus is capable of acquiring raster imagery data from a low earth orbit.
	 
	42.	 	“Scene” means imaging event consisting of 3.7 seconds of imaging time, which
corresponds to an area of approximately 262 sq, km. at nadir. The number of “equivalent
scenes” for a large collection is calculated by dividing the total imaging time used to
acquire the data divided by 3.7 seconds.
	 
	43.	 	“Shortfall” has the meaning set forth in 5.2.1.
	 
	44.	 	“Space Equipment” has the meaning set forth in Section 8.
	 
	45.	 	“Suspension Adjustment” has the meaning set forth in Section 5.2.2.
	 
	46.	 	“System Failure” has the meaning set forth in Section 10.4.
	 
	47.	 	“Tasking Rights” means the rights of Partner to request that DigitalGlobe
collect imagery and deliver in accordance with the priorities and according to the
specifications of Partner pursuant to DigitalGlobe’s product specifications (which does not
involve DDL Access rights).
	 
	48.	 	“Term” has the meaning set forth in Section 18.
	 
	49.	 	“U.S. Government” means any agency or authority of the government of the United
States, or any duly authorized representative thereof.
	 
	50.	 	“U.S. Government Suspension” has the meaning set forth in Section 5.2.2.
	 
	51.	 	“VGT” means virtual ground terminal.
	 
	52.	 	“VGT Access” has the meaning set forth in Section 3.1.1.
	 
	53.	 	“WorldView 60 Minimum Commitment” has the meaning set forth in 5.1.1.
	 
	54.	 	“WorldView 110 Minimum Commitment” has the meaning set forth in 5.1.2.
	 
	55.	 	“WorldView Products” means WorldView 1 Products and WorldView 2 Products.
	 
	56.	 	“WorldView 1 Data” means panchromatic and/or multispectral raster imagery
information and the associated ancillary data acquired by sensor onboard the WorldView 1
satellite.
	 
	57.	 	“WorldView 1 Products” means imagery based information generated by processing
one or more sets of WorldView 1 Data, including the use of external data such as ground
truth and elevation models, to enhance the radiometric and geometric accuracy, and includes
WorldView 1 Data.
	 
	58.	 	“WorldView 1 Satellite” means the collection of hardware and flight software,
including satellite bus and sensor currently being constructed for DigitalGlobe, and
planned for launch in the 2005-2006 timeframe.





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	59.	 	“WorldView 2 Data” means panchromatic and/or multispectral raster imagery
information and the associated ancillary data acquired by sensor onboard the WorldView 2
satellite.
	 
	60.	 	“WorldView 2 Products” means imagery based information generated by processing
one or more sets of WorldView 2 Data, including the use of external data such as ground
truth and elevation models, to enhance the radiometric and geometric accuracy, and includes
WorldView 2 Data.
	 
	61.	 	“WorldView 2 Satellite” means the collection of hardware and flight software,
including satellite bus and sensor which DigitalGlobe is currently planning to launch in
the 2007-2008 timeframe.
	 
	62.	 	“WorldView Data” means WorldView 1 Data and/or WorldView 2 Data, as
appropriate.




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Exhibit B




Region Of Interest




[2 pages ***Redacted***]



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Exhibit C

DDL Procedures and Conflicts Resolution



The following section provides an initial description of the Concept of Operations for allocation
of passes, tasking and direct downlink of data for the WorldView 2 Satellite, detailed descriptions
of which will follow in the WorldView Direct Access Program Specification to be provided by
DigitalGlobe.




Imaging Time on the Satellite



DigitalGlobe will provide [***Redacted***] with a monthly allotment of WorldView 2 access minutes.
These minutes are used to command the WorldView 2 Satellite for use within [***Redacted***]’s
communication cone(s) on descending passes only. Fundamentally, minute allocation is accomplished
based on the following rules:





	 	•	 	DigitalGlobe will leave the WorldView 2 Satellite pointing at nadir when entering
[***Redacted***]’s assigned collection window.
	 
	 	•	 	Minutes may be allocated in variable blocks of time, with the longest allocation being
the entire portion of a pass bisecting a Ground Station’s communication cone and the
shortest allocation being 3 minutes. For pass durations lasting less than three minutes,
[***Redacted***] may acquire the length of the pass if so desired.
	 
	 	•	 	Multiple segments of a single pass may be chosen, but must be separated by a minimum of
3 minutes (this benefits [***Redacted***] in that entire passes do not need to be
purchased).
	 
	 	•	 	Minute expenditure includes satellite slew time between customer targets
selected—minimized by the significant improvement in WorldView 2 Satellite slew
times—downlink time, and leaving the satellite at nadir pointing before the end of the
collection window.
	 
	 	•	 	If multiple [***Redacted***] communication cones exist, [***Redacted***] may allocate
the entire uninterrupted portion of the satellite track traversing both cones—image
downlink may be temporarily interrupted during re-orientation of the downlink antenna to
the southern communication cone.





Downlinking to a Ground Station



DigitalGlobe’s WorldView satellites utilize direct downlink to deliver collected imagery to
[***Redacted***]. The WorldView 2 Satellite utilizes a temporary storage method on-board the
satellite during the collection and downlink process in which an imaging event (defined as a single
scene up to multiple scenes) is recorded into the buffer for transmittal. Transmission of the
imagery and ephemeris data to the ground station occurs after an end of file (EOF) is written for
each imaging event. Therefore, it is important to understand the following downlink
characteristics:





	 	•	 	Long imaging events in the southern half of a communications cone may be precluded from
being successfully downlinked before the satellite passes out of range of the ground
station. Planning collections with shorter imaging events in this part of the
communication cone minimizes the chance data will not be downlinked during the pass in
which it is collected.





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	 	•	 	Any imaging event near the edge of the communication cone may not have enough time to be
downlinked during the pass in which it is collected.
	 
	 	•	 	Any imagery that is unable to be downlinked will be held on-board the satellite until
the next downlink opportunity or via a Virtual Ground Terminal (VGT) delivery. Note that it
may often be much faster to downlink such imagery to DigitalGlobe’s polar ground stations
and then delivery made via VGT –usually a 2-4 hour process. If this is not desired, the
imagery can be held on-board the satellite until the next available downlink opportunity
(usually on an ascending pass and approximately 10-12 hours after collection). Up to three
images may be held on-board at no additional charge.
	 
	 	•	 	Imagery held on-board the satellite for downlink in the next descending (imaging) pass
on the same day of collection requires that a second window be reserved (and purchased) to
allocate enough time for any new imaging events and the downlink of the stored and new
imagery. Reserving/purchasing in the second window—which also may be used for imaging—will
be subject to normal minute allocation rules (see the pass allocation rules in the
deconfliction section).





Imaging Priority



DigitalGlobe is offering [***Redacted***] its highest commercially available imaging priority on
the WorldView 2 satellite for allocated passes within the ROI. WorldView 2 priority for direct
tasking/direct downlink ensures [***Redacted***] receives assured access to the satellite for all
assigned passes. Once [***Redacted***] is granted a pass, it will not have the pass retracted
except under the following rare circumstances:





	 	•	 	Invocation of formal shutter control by the US Government
	 
	 	•	 	Unforeseen satellite maintenance/safety issue




Note: In the event either of these events occur, [***Redacted***] receives a full refund of any
access minutes lost and is permitted to re-assign the minutes to available passes, carry the
minutes over to the next month, or utilize the minutes through library purchases or imaging events
elsewhere around the globe, as set forth in the Agreement.




Pass Allocation and Deconfliction



In an effort to prevent minute allocation conflicts, it is DigitalGlobe’s intent to minimize the
number of overlapping communication cones as part of its service to ground station customers.
Nonetheless, the WorldView 2 Satellite’s large (5,000 km-wide) communication cone and customer
geographies inevitably dictate some overlap. As such, the following are the fundamental rules for
pass selection and minute allocation:





	 	1.	 	The minimum pass allocation is 3 minutes or the length of the pass (whichever is less).
This time includes the handoff of the satellite to the ground station at the beginning of
the collection window and leaving the satellite at nadir pointing at the end of the tasking
window.





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	 	2.	 	The maximum pass allocation is the entire length of the pass through a communications
cone. If more than one communication cone exists for a single customer and the cones
overlap, the entire length of the pass through both cones can be allocated.
	 
	 	3.	 	Standard pass selection is performed up to 3 days in advance of the first available
pass through a communications cone.
	 
	 	4.	 	Pass allocation must be reserved/purchased 3 days before the pass and coincides with
receipt of a formal confirmation from DigitalGlobe.
	 
	 	5.	 	Ground station customers must allocate a minimum of 80 percent and a maximum of 100
percent of their minutes per month for standard pass selection.
	 
	 	6.	 	The remaining minutes (0-20 percent) may be used for ad hoc tasking to support tactical
reconnaissance as required. A request to use minutes for such collects must be submitted no
less than 24 hours prior to pass allocation and is only valid if the selected window is
available (3-minute pass rule still applies).




When competing customer communication cones overlap, DigitalGlobe utilizes a mechanism to allocate
passes such that customer requirements are met in a fair manner. To accomplish this, DigitalGlobe
uses a priority ladder scheme (please see the section on ladder scenarios for more details). The
following general deconfliction rules apply:





	 	1.	 	In the event multiple ground station customers choose the same time slot on the same
pass during the standard pass selection process, DigitalGlobe utilizes the priority ladder
for determining who receives the collection window.
	 
	 	2.	 	DigitalGlobe works with each ground station customer to resolve competing requests,
providing information on available imaging blocks and adjusting requests in order to accept
a collection request when possible.
	 
	 	3.	 	Deconfliction rules do not apply for ad hoc requests as they are treated on a space
available, first-come-first-served basis. DigitalGlobe utilizes the date/time on the
incoming request (when it arrives at DigitalGlobe) to determine competing ad hoc requests.





Deconfliction Scenarios—The Priority Ladder





Priority Ladder—The priority ladder for overlapping customer communications cones has a set
number of spaces that can be filled, with additional spaces available for customers who attain
certain contract monetary commitment thresholds. These customers are rewarded with more
opportunities to secure passes when conflicts arise between different customer pass requests.
When a conflict occurs, the organization that is higher on the ladder “wins” the pass and then
moved to the bottom of the ladder for the next conflict resolution. Additional spaces on the
ladder ensure more opportunities to win pass conflict resolutions.




The following scenario illustrates how the priority ladder works for a simple two-cone overlap
where the conflict is always occurring between the top two contenders and DigitalGlobe in all
cases:


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The following scenario illustrates how the priority ladder works for a three-cone overlap where
the conflict does not always occur between the top two contenders:









The following illustrates a full ladder for three competing communication cones where customer
commitment vary:





	 	 	 
	 	Customer A
	 
	 	Customer B
	 
	 	Customer C
	 
	 	DigitalGlobe
	 
	 	Customer A
	 
	 	Customer B
	 
	 	DigitalGlobe
	 
	 	Customer B
	 
	 	Customer A
	 
	 	DigitalGlobe
	 
	 	Customer A
	 
	 	Not Assigned
	 
	 	Not Assigned
	 
	 	Not Assigned
	 
	 








Customer A receives four slots by meeting the highest contract
threshold.



Customer B receives three slots by meeting a medium-level
commitment.



Customer C receives one slot by meeting a lower contract
threshold.








Tasking Procedures




For the WorldView 2 system, [***Redacted***] is able to task the satellite directly. However, since
DigitalGlobe is not making available a direct tasking capability for WorldView 1, if
[***Redacted***] chooses to accept direct downlink of WorldView 1 data, tasking is performed in a
coordinated manner


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through DigitalGlobe, pursuant to the WorldView Direct Access Program
Specification to be provided by DigitalGlobe.



Direct Tasking




In this scenario [***Redacted***] hosts all planning and tasking activities for the allocated
window for a given WorldView 2 orbit. [***Redacted***] operations staff performs the necessary
planning activities and, using the uplink capabilities provided within the WorldView Ground
Station, generate the satellite tasking commands and transmit them to the satellite as it enters
the collection window. The DigitalGlobe Collection Planning and Space Operations departments ensure
that [***Redacted***] can gain access to the WorldView 2 Satellite at the beginning of the window.


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Exhibit D

[***Redacted***]


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Exhibit E




Distribution Rights and License Terms/Royalties




[***Redacted***]




In order to accomplish payment of the royalty amounts set forth above for sales by Partner in
the Exclusive Territory, Partner shall remit to DigitalGlobe [***Redacted***] of the sales price
listed on the Asian price list for each such sale, and retain the remaining amount from such sale.




	1.	 	Definitions.





a. “End User” means any third person licensed by DigitalGlobe, Partner or a Channel Partner
to use, but not to further distribute the Products pursuant to this Agreement.



b. “End User License Agreement” or “EULA” means the contractual provisions
substantially in the form and no less restrictive than the mandatory terms set forth in Exhibit E-1
of this Agreement, as modified by DigitalGlobe from time to time, together with such other terms
and conditions that DigitalGlobe may require from time to time, which specifies the terms and
conditions by which an End User may use the Products. The EULA will be in effect between Partner
and its End User.




	2.	 	Grant.





a. Appointment of Partner. Subject to the terms and conditions of the Agreement,
DigitalGlobe grants and Partner accepts (i) an exclusive and non-exclusive right and license (as
set forth in the table above) to promote, market, license and distribute the WorldView Products and
QuickBird Products, directly or indirectly through resellers, within the Territory (as set forth in
the table above); (ii) a non-exclusive and non-transferable right and license to use in unaltered
form the DigitalGlobe trademarks, service marks or marketing logos solely to promote the Products,
provided Partner obtains DigitalGlobe’s prior written approval for each such usage.



b. Limitations. Except as expressly permitted under this Agreement, Partner will not, and
will not permit third-parties to, (i) copy or reproduce in any manner the WorldView Products or
QuickBird Products or any portion thereof, (ii) decompile, disassemble or reverse engineer the
WorldView Products or QuickBird Products (iii) translate, modify, adapt, enhance, or create
derivative works of the WorldView Products or QuickBird Products, or (iv) use the WorldView
Products or QuickBird Products in a service bureau, time sharing, or facilities management
arrangement or otherwise use the WorldView Products or QuickBird Products to provide products or
services to third-parties.




	3.	 	Distribution Partner’s Rights and Obligations.





a. End User License Agreement. Partner will ensure that a EULA in electronic or hard copy
form accompanies each WorldView Product or QuickBird Product distributed by Partner. In addition,
Partner shall perform any other actions reasonably requested by DigitalGlobe to assure adequate
protection of DigitalGlobe’s interests in its intellectual property rights contained in the
Products. Partner will ensure that the terms and conditions of the EULA are made available to and
accepted by all End Users prior to delivery of the WorldView Products or QuickBird Products.
Partner will, at its own expense, carry out


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any localization and translation of the EULA at its own cost and agrees to deliver the proposed
localized EULA to DigitalGlobe for approval prior to use.



b. Warranty Services. Partner agrees to provide End Users within the Territory with the
warranty services for the WorldView Products and QuickBird Products contemplated under the EULA in
a timely and professional manner.



c. End User Prices. Partner will establish its prices and discounts for the WorldView
Products and QuickBird Products and related services. Partner will be solely responsible for
obtaining payment from its End Users. Delays or failures in obtaining such payments will not
affect Partner’s obligation to make payments to DigitalGlobe.



d. Marketing and Sales Support. Partner agrees to use its reasonable efforts to promote
and market the WorldView Products and QuickBird Products and in any event agrees to devote at least
the same level of resources to marketing the WorldView Products and QuickBird Products as it
devotes to the other products that it markets.



e. Records and Reports. Partner agrees to maintain accurate records of its marketing and
service activities under this Agreement, including a current list of its End Users, and for each
End User, executed copies of a EULA or other binding contractual document incorporating the terms
and conditions specified in Section 4.a. of this Exhibit. Within [***Redacted***] after the end of
each calendar quarter, Partner agrees to provide DigitalGlobe with a quarterly report that shows
the actual orders for Products obtained during the quarter then-ended and a calculation of the
Royalties payable under this Agreement. Each report will specify (i) a description of each scene
used; and (ii) the total applicable royalties. If no royalties are owed for any quarter, such fact
shall be stated. Partner shall confer from time to time, at the request of DigitalGlobe, on
matters relating to market conditions, revenue forecasting, and product planning.



f. Monitoring and Reporting. Partner shall co-operate fully and in good faith with
DigitalGlobe during the term of this Agreement for the purpose of securing and preserving
DigitalGlobe’s and its licensors’ intellectual property rights in and to the DigitalGlobe Products.
Partner shall monitor and keep reasonable watch during the term of this Agreement for any products
and activities in the Territory which may violate the provisions of any EULA applicable under this
Agreement. Upon discovery of any such violation, suspected, threatened or actual, Partner shall
promptly deliver to DigitalGlobe notice of the pertinent facts known to Partner relating to
suspected, threatened or actual infringement. The Parties shall co-operate with each other with
respect to any proceeding or any other actions taken in respect of third party violators of the
EULA provisions and keep the other party promptly and fully advised with respect thereto. Partner
understands that DigitalGlobe is a third party beneficiary of the EULAs and may enforce adherence
to its terms.



g. DigitalGlobe Products. DigitalGlobe reserves the right to discontinue developing,
producing, licensing, or distributing any of the WorldView Products or QuickBird Products and to
modify, replace, or add additional products at its discretion at any time, with prior written
notice to Partner.




	4.	 	Orders and Delivery. 





a. Placement of Orders by Partner. Partner will place orders for WorldView Products and
QuickBird Products in writing with DigitalGlobe at the address specified by DigitalGlobe from time
to. Each order will contain the full name and address of the End User and the intended use of the


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DigitalGlobe Product. DigitalGlobe may accept or reject any order, at DigitalGlobe’s sole
discretion. Further, DigitalGlobe may, at its option, cancel any accepted order or delay shipment
of WorldView Products or QuickBird Products that have been ordered, if required to do so by
operation of any law, or if Partner is delinquent in any payments to DigitalGlobe or otherwise in
breach of the Agreement. If DigitalGlobe rejects or cancels any order, DigitalGlobe shall give
notice to Partner in writing within [***Redacted***] from such rejection or cancellation. Any
order that DigitalGlobe may accept will be subject solely to the terms and conditions of this
Agreement and any additional or inconsistent terms contained in Partner’s order will not be binding
on DigitalGlobe, and are hereby objected to unless specifically agreed to in writing by
DigitalGlobe.



          (i) Shipment. DigitalGlobe will use its reasonable efforts to ship or otherwise
provide the WorldView Products and QuickBird Products in accordance with its order confirmation,
subject to delays beyond DigitalGlobe’s reasonable control.




          (ii) International Shipments. For International shipments, WorldView Products and
QuickBird Products are to be shipped in accordance with INCOTERMS 2000, which are incorporated
herein and made a part hereof by reference. DigitalGlobe Products will be shipped Free Carrier
(FCA) Longmont, Colorado, by Partner’s carrier to the named destination address provided by
Partner. DigitalGlobe will use its reasonable efforts to ship or otherwise provide the WorldView
Products and QuickBird Products in accordance with its order confirmation, subject to delays beyond
DigitalGlobe’s reasonable control.




          (iii) Costs. Partner will pay or reimburse DigitalGlobe for all insurance, brokerage,
handling, transportation and other costs that DigitalGlobe may incur in delivering the WorldView
Products and QuickBird Products to Partner from DigitalGlobe’s distribution center
(“Reimbursable Costs”). DigitalGlobe will separately identify all Reimbursable Costs in
its order confirmation or invoice issued to Partner.




          (iv) Importation. Partner will (i) obtain all licenses required to import the
WorldView Products and QuickBird Products into the Territory, (ii) clear the WorldView Products and
QuickBird Products through local customs promptly upon their arrival at the Territory, and (iii)
pay all customs, duties and other charges assessed on such importations in the Territory, if
applicable.




          (v) Domestic Shipments. For shipments within the United States, DigitalGlobe will
deliver the DigitalGlobe Products F.O.B Longmont, Colorado.





	5.	 	Price and Payment.





a. WorldView Products and QuickBird Products. For each order submitted by Partner and
accepted by DigitalGlobe for DigitalGlobe Products, Partner will pay DigitalGlobe the price listed
on DigitalGlobe’s suggested Asian price list as may be in effect from time to time.



b. Payment. Payment for licensed DigitalGlobe Products will be due [***Redacted***] after
delivery of the WorldView Product or QuickBird Product (subject to the payment terms described in
Exhibit H). Partner will pay all amounts due to DigitalGlobe pursuant to the Agreement in U.S.
Dollars by check drawn on a U.S. bank approved by DigitalGlobe delivered at DigitalGlobe’s offices
at the address on the front page of this Agreement directed to the attention of Controller, or wire
transfer to DigitalGlobe Services Inc., [***Redacted***] or such other bank account that
DigitalGlobe may designate. Partner will bear all related bank charges. Any late payment will
accrue interest at the lesser


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of (i) 18% per annum or (ii) the maximum interest allowable under applicable law. Partner will pay
any late payment charge upon remitting the principal amount to DigitalGlobe.



c. Changes. DigitalGlobe may change its List Prices for the WorldView Products or
QuickBird Products at any time, subject to any written binding commitment that DigitalGlobe has
made to Partner. DigitalGlobe shall provide written notice to Partner of any change to its List
Prices. Changes in the List Prices shall not affect orders placed by Partner and accepted by
DigitalGlobe prior to publication or announcement of the revised pricing.




	6.	 	Marks.





a. Ownership. All trademarks, service marks, trade names, logos, Internet domain names, or
other words or symbols identifying the WorldView Products and QuickBird Products or the respective
party’s business (the “Marks”) are and will remain the exclusive property of that party, whether or
not specifically recognized or perfected under the laws of the Territory. Pursuant to the license
grants set forth in Section 7 of this Agreement, Partner will not acquire any right in the Marks,
except the limited use rights specified in Section 2. Partner will not register, directly or
indirectly, any trademark, service mark, trade name, company name, Internet domain name, or other
proprietary or commercial right that is identical or confusingly similar to the Marks or that
constitute translations thereof into the language(s) spoken within the Territory. Upon
DigitalGlobe’s request, and at its expense, DigitalGlobe will execute the instruments that may be
appropriate to register, maintain, or renew the registration of the Marks in the DigitalGlobe’s
name within the Territory.



b. Trademark Restrictions. DigitalGlobe may terminate the trademark license granted herein
if, in its reasonable discretion, the Partner’s use of the Marks tarnishes, blurs or dilutes the
quality associated with the Marks or the associated goodwill and such problem is not cured within
10 days of notice of breach; alternatively, instead of terminating the license in total,
DigitalGlobe may specify that certain Partner uses may not contain the Marks. Title to and
ownership of the owner’s Marks shall remain solely with DigitalGlobe. Partner shall use the Marks
exactly in the form provided and in conformance with any trademark usage policies. Partner shall
not take any action inconsistent with DigitalGlobe’s ownership of the Marks, and any benefits
accruing from use of such Marks shall automatically vest in DigitalGlobe.



c. Use. Partner will use the Marks exclusively to advertise and promote the WorldView
Products and QuickBird Products, and with respect to Partner, such advertising and promotion
activities shall remain exclusively within the Territory. All representations of DigitalGlobe’s
Marks that the Partner intends to use shall be exact copies of those used by DigitalGlobe or shall
first be submitted to DigitalGlobe for approval (which shall not be unreasonably withheld) of
design, color, quality, presentation and other details. Once DigitalGlobe grants its approval,
DigitalGlobe shall not unreasonably withdraw its approval, and Partner will not be obligated to
seek further approval for substantially similar uses of the Mark. In addition, licensee shall fully
comply with all reasonable guidelines, if any, communicated by DigitalGlobe concerning the use of
DigitalGlobe’s Marks and Partner will not use the Marks in any manner that is misleading



d. Infringement. Partner will immediately notify DigitalGlobe if it learns (i) of any
potential infringement of the Marks by a third-party or (ii) that the use of the Marks within the
Territory may infringe the proprietary rights of a third-party. DigitalGlobe will determine the
steps to be taken under these circumstances. Partner will (i) provide DigitalGlobe with the
assistance that DigitalGlobe may reasonably request at DigitalGlobe’s expense and (ii) take no
steps on its own with respect to the Marks without the DigitalGlobe’s prior approval.


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	7.	 	Margin Requirements.





a. Pursuant to the terms of this Section 7, DigitalGlobe shall maintain Margins (as defined below)
of at least the following levels:



	 	 	 	 	 	 	 
	 

	 	(i)
	 	Year ending December 31, 2004:
	 	[***Redacted***]
	 
	 

	 	(ii)
	 	Year ending December 31, 2005:
	 	[***Redacted***]
	 
	 

	 	(iii)
	 	Year ending December 31, 2006:
	 	[***Redacted***]






b. For purposes of this Section 7, “Margin” is be defined as the sum of the following:




	 	(i)	 	An amount equal to [***Redacted***] of all Partner and Partner reseller sales
of QuickBird Product into the Partner’s Non-Exclusive Territories (as identified in the
table above). QuickBird Product sales by DigitalGlobe Asia are not included in this
calculation, but are covered by Section 7.b.(iv) below;
	 
	 	(ii)	 	Amounts earned by Partner from DigitalGlobe as set forth herein;
	 
	 	(iii)	 	SOO contract amounts earned by Partner under the SOO Agreements; and
	 
	 	(iv)	 	Amounts earned by Partner from DigitalGlobe Asia’s sales of QuickBird Products.





c. In any year identified in Section 7.a. above, during which Partner has not realized margins
equal to or greater than the applicable Margin and no force majeure has occurred, DigitalGlobe
shall present payment an amount equal to the difference between the amounts paid to Partner in the
applicable year and the applicable Margin identified in Section 7.a. above within [***Redacted***]
of receipt of notice above. This payment will satisfy DigitalGlobe’s obligations for the
applicable year under this Section 7.




	8.	 	Disbursement Agent. Partner may use its subsidiary company as a disbursement agent
of Partner in accordance with the terms and conditions of this Agreement. If Partner uses its
subsidiary company as a disbursement agent of Partner and so advises DigitalGlobe in writing,
DigitalGlobe shall issue its invoices to the disbursement agent, and the disbursement agent
shall make payments to DigitalGlobe in accordance with this Agreement.




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EXHIBIT E-1

DigitalGlobe, Inc.

Commercial

End User License Agreement




DigitalGlobe, Inc. (“DigitalGlobe”) grants End User a limited, non-transferable, non-exclusive
license to use the DigitalGlobe® products and authorized third party products (the “Product”) and a
limited right to develop Derived Works as defined below. In the event that this License is
inconsistent with any license included with the Product in electronic form or in any “shrink-wrap”
form delivered with the Product, this License shall govern.




	1.	 	Authorized End Users. This License applies to multiple users within multiple
organizations at multiple locations located within a single country identified at the time of
ordering. For the purposes of this License, the European Union is treated as a single
country.
	 
	2.	 	License Acceptance. The End User may accept and agree to the terms of this
License by doing any one of the following: (a) breaking the seal on any package containing the
Product; (b) accepting, in whole or in part, a quotation describing the Product by any means
(including the use of End User’s purchase order, whether or not that purchase order contains
inconsistent terms and conditions); (c) installing or manipulating the Product on any computer
hardware; (d) damaging or destroying the Product; or (e) retaining the Product for more than
15 days following receipt.
	 
	3.	 	License Granted And Permitted Uses. By accepting the terms of this License,
the End User may use the Product at its facilities within its country of residence and:






	 	i.	 	Make an unlimited number of copies for the internal use of the End User;
	 
	 	ii.	 	Modify the Product or use the Product through manipulation techniques and/or
the addition of other data and make copies of the resulting product for End User’s
internal use only (“Derived Works”). Derived Works that End User or its contractors
may create that allow access to the Product’s pixels and/or metadata are subject to
this License and End User acknowledges, and will require its employees, contractors and
agents to acknowledge that DigitalGlobe and/or its licensors will own all rights in any
copy, translation, modification or adaptation of such a Derived Work;
	 
	 	iii.	 	Provide the Product to contractors for the development of a Derived Work for
the internal use of the End User only;
	 
	 	iv.	 	Release hardcopy prints on a limited non-commercial basis, provided that the
proper copyright is conspicuously marked;
	 
	 	v.	 	Publish on a non-commercial basis in research reports or similar publications
with the express, written consent of DigitalGlobe, provided that the proper copyright
is conspicuously marked;
	 
	 	vi.	 	Post the Product and Derived Works to Internet web sites provided that: (a) the
Product or Derived Works are in a secure format that allows only printing and viewing
at no better than ten-meter resolution and prohibits manipulating the Product’s pixels
or metadata; (b) the Derived Works are for non-commercial use; and (c) the proper
copyright as set forth in 4.iii. is conspicuously marked;
	 
	 	vii.	 	Share the Product with multiple users engaged in a Joint Project who agree to
be bound by the terms of this License (“Affiliated Entities”). “Joint Project” means
cooperation





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	 	 	 	between a licensed End User and any corporation or government agency. The Product
and any Derived Works produced from the Product may be used for the purposes of the
Joint Project only, and may not be retained by the Affiliated Entities after
completion of the Joint Project.






	4.	 	Prohibited Uses. End User may NOT do any of the following:






	 	i.	 	Copy or reproduce (even if merged with other materials), create derived works,
display or disclose, other than as consistent with the Permitted Uses;
	 
	 	ii.	 	Sell, license, rent, sublicense, transfer, disclose, reverse engineer,
disassemble, decompile or adapt the Product or use it in any manner not expressly
authorized by this License;
	 
	 	iii.	 	Alter or remove any copyright notice or proprietary legend contained in or on
the Product. End User agrees that any embodiment of the Product permitted under this
License will contain the following notice: “Includes material © [year] DigitalGlobe,
Inc. All Rights Reserved.”






	5.	 	Ownership. The Product is licensed, not sold, and End User agrees that the
Product and all intellectual property and proprietary rights therein are owned by DigitalGlobe
and/or its licensors. DigitalGlobe and/or its licensors reserve all right, title and interest
in and to the Product not expressly granted to End User herein. There are no implied licenses
under this License, and all rights not expressly granted are reserved by DigitalGlobe and/or
its licensors.
	 
	6.	 	Limitations and Disclaimer of Warranty. DigitalGlobe provides a limited
warranty for thirty (30) days from the date of delivery that the Product delivered will meet
the applicable DigitalGlobe product specification (“Limited Warranty”). DigitalGlobe’s sole
liability shall be to replace the Product if the End User returns the Product to DigitalGlobe
within 30 days of delivery. WITH THE EXCEPTION OF THE PRECEDING LIMITED WARRANTY, THE PRODUCT
IS PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND ALL WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED.
DIGITALGLOBE DOES NOT WARRANT THAT THE PRODUCT WILL MEET THE END USER’S NEEDS OR EXPECTATIONS,
OR THAT OPERATIONS OF THE PRODUCT WILL BE ERROR FREE OR UNINTERRUPTED. NO INFORMATION
PROVIDED BY DIGITALGLOBE OR ITS AGENTS, EMPLOYEES, OR ITS RESELLERS OR DISTRIBUTORS SHALL
CREATE A WARRANTY, OR IN ANY WAY INCREASE THE SCOPE OF THIS LIMITED WARRANTY, AND THE END USER
IS NOT ENTITLED TO RELY ON ANY SUCH INFORMATION.
	 
	7.	 	No Consequential Damages. IN NO EVENT SHALL DIGITALGLOBE BE LIABLE FOR ANY
CLAIM OR LOSS INCURRED BY THE END USER, INCLUDING WITHOUT LIMITATION, COMPENSATORY,
INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER NONCOMPENSATORY DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO END USER. In no event
shall DigitalGlobe’s cumulative liability for any loss or damage to End User (other than as
may be required by applicable law in cases involving personal injury) exceed the value of this
License. The foregoing limitations will apply even if the above-stated remedy fails of its
essential purpose.





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	8.	 	Miscellaneous.






	 	i.	 	In consideration for the rights granted under this License, End User agrees to
be bound to the terms herein and agrees that this License shall govern the rights and
obligations of the Parties with regard to the Products. No waiver or modification of
this License will be valid unless signed by DigitalGlobe and End User. If any
provision is determined to be invalid or unenforceable, the remaining provisions of
this License Agreement shall continue to be valid and enforceable. Neither this
license nor any of the rights granted by it may be assigned or transferred by the End
User without the prior written consent of DigitalGlobe. This restriction on
assignments or transfers shall apply to assignments or transfers by operation of law,
as well as by contract, merger or consolidation. Any attempted assignment or transfer
in violation of the foregoing will be void.
	 
	 	ii.	 	The End User shall be responsible for obtaining any and all required
governmental authorizations, including but not limited to any export or import
licenses, and foreign exchange permits.
	 
	 	iii.	 	This Agreement shall be governed by the laws of the State of Colorado. The
United Nations Convention on Contracts for the International Sale of Goods is
specifically disclaimed.




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Exhibit F

Space Equipment




QuickBird Satellite




DigitalGlobe currently operates the QuickBird satellite, which collects panchromatic imagery and
4-band multispectral imagery at spatial resolutions of 0.61 m and 2.44 m at nadir, respectively. 
QuickBird has an orbit altitude of 450 km, a swath width of 16.5 km at nadir, and downlinks data at
320 Mbps in X-band.
 



WorldView 1 Satellite




DigitalGlobe is currently building the WorldView-1 satellite, with a planned
launch in 2005/06.  The WorldView-1 satellite will have one of two possible designs:




	 	•	 	panchromatic sensor collecting imagery at 0.45 m spatial resolution at nadir, with a
swath width of 16.0 km at nadir, and an orbit altitude of 450 km.
	 
	 	•	 	panchromatic and 8-band multispectral sensors collecting imagery at 0.46 m and 1.85 m
spatial resolutions at nadir, respectively, with a swath width of 16.4 km at nadir, and an
orbit altitude of 770 km.





The WorldView-1 satellite is expected to downlink data at 800 Mbps in X-band.



WorldView 2 Satellite




DigitalGlobe is planning to launch the WorldView-2 satellite in 2007/08 timeframe. The WorldView-2
satellite is expected to collect panchromatic and 8-band multispectral imagery at 0.46 m and 1.85 m
spatial resolutions at nadir, respectively, with a planned swath width of 16.4 km, at nadir, and a
planned orbit altitude of 770 km. The WorldView-2 satellite is expected to downlink data at 800
Mbps in X-band.



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Exhibit G

Allocation of Minimum Commitment



Access Fees and Minimum Distribution Fees for QuickBird Data, QuickBird Products, WorldView Data,
WorldView Products and Access Time shall be allocated as follows:




	 	 	 
	One Year Period
(beginning April 1 of
such year)

	 	Amount
	 
	 	 
	2005

	 	[***Redacted***]
	 
	 	 
	2006

	 	[***Redacted***] (if the [***Redacted***] is
selected by [***Redacted***] under its NextView Agreement with
DigitalGlobe for the WorldView 1 Satellite.)
	 
	 	 
	 

	 	[***Redacted***] (if the [***Redacted***] is
selected by [***Redacted***] under its NextView Agreement with
DigitalGlobe for the WorldView 1 Satellite.)
	 
	 	 
	2007

	 	[***Redacted***]
	 
	 	 
	Each year from 2008 to
2013, inclusive

	 	[***Redacted***] (“Access Fees”)
	 
	 	 
	 

	 	[***Redacted***] (“Minimum Distribution Fees”)





Access Fees are royalties for WorldView Data direct downlinked from the WorldView 2 Satellite.
Distribution Fees are royalties for QuickBird Data, QuickBird Products, WorldView Data and
WorldView Products distributed by DigitalGlobe.



If Partner’s allocation to [***Redacted***] changes, the Parties will in good faith negotiate an
adjustment to the amounts listed above, provided, that a reduction in any Access Fees shall
result in a reduction of the Access Time.




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Exhibit H

Payments



For each twelve month period from April 1, 2006 to March 31, 2013 (each a “One Year
Period”), Partner shall make payments to DigitalGlobe during each of the four consecutive three
month periods beginning on the first day of such One Year Period (respectively, “Quarter
1”, “Quarter 2”, “Quarter 3” and “Quarter 4”, and any of the foregoing
a “Quarter”) as follows:





	1.	 	2006-2007. For each One Year Period from April 1, 2006 to March 31, 2007, Partner
shall make payments to DigitalGlobe during each Quarter thereof as follows:






	 	1.1.	 	Quarters 1-3.






	 	1.1.1.	 	No later than the [***Redacted***] of each of Quarter 1, Quarter 2 and
Quarter 3, Partner shall pay to DigitalGlobe (a) [***Redacted***] if the [***Redacted***] is selected by [***Redacted***] under its NextView Agreement with DigitalGlobe
for the WorldView 1 Satellite, or (b) [***Redacted***] if the [***Redacted***] is selected by [***Redacted***] under its NextView Agreement with DigitalGlobe
for the WorldView 1 Satellite.
	 
	 	1.1.2.	 	No later than [***Redacted***] after the end of such Quarter, Partner shall
pay to DigitalGlobe an amount equal to the Carry Forward Amount for that
Quarter, provided, however, that if the Carry Forward Amount
for any such Quarter equals zero or is a negative number, then no payment is
due from Partner to DigitalGlobe for such Quarter pursuant to this Section
1.1.2.






	 	1.2.	 	Quarter 4.






	 	1.2.1.	 	No later than the first day of Quarter 4, Partner shall pay to DigitalGlobe






(a) if the [***Redacted***] is selected by [***Redacted***] under its NextView
Agreement with DigitalGlobe for the WorldView 1 Satellite, the
difference (i) [***Redacted***], minus (ii) the sum of all amounts
previously payable by Partner to DigitalGlobe pursuant to Section
1.1. during the same [***Redacted***] Period; provided,
however, that if such amount is a negative number, then no
payment is due from Partner to DigitalGlobe for such Quarter pursuant
to this Section 1.2.1.; or




(b) if the [***Redacted***] is selected by [***Redacted***] under its NextView
Agreement with DigitalGlobe for the WorldView 1 Satellite, the
difference (i) [***Redacted***], minus (ii) the sum of all amounts
previously payable by Partner to DigitalGlobe pursuant to Section
1.1. during the same [***Redacted***] Period; provided,
however, that if such amount is a negative number, then no
payment is due from Partner to DigitalGlobe for such Quarter pursuant
to this Section 1.2.1.




	 	1.2.2.	 	No later than [***Redacted***] after the end of Quarter 4, Partner shall pay
to DigitalGlobe the difference between (i) the sum of the actual sales amounts
made by Partner during the [***Redacted***] Period, minus (ii) the sum of all
amounts previously payable by Partner to DigitalGlobe pursuant to this Section





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	 	 	 	1. during the same [***Redacted***] Period, provided that if
such difference is a negative number, then no amount shall be payable by
Partner pursuant to this Section 1.2.2.






	2.	 	2007-2008. For each One Year Period from April 1, 2007 to March 31, 2008, Partner
shall make payments to DigitalGlobe during each Quarter thereof as follows:






	 	2.1.	 	Quarters 1-3.






	 	2.1.1.	 	No later than the [***Redacted***] of each of Quarter 1, Quarter 2 and
Quarter 3, Partner shall pay to DigitalGlobe [***Redacted***].
	 
	 	2.1.2.	 	No later than [***Redacted***] after the end of such Quarter, Partner shall
pay to DigitalGlobe an amount equal to the Carry Forward Amount for that
Quarter, provided, however, that if the Carry Forward Amount
for any such Quarter equals zero or is a negative number, then no payment is
due from Partner to DigitalGlobe for such Quarter pursuant to this Section
2.1.2.






	 	2.2.	 	Quarter 4.






	 	2.2.1.	 	No later than the [***Redacted***] of Quarter 4, Partner shall pay to
DigitalGlobe an amount equal to the difference of (i) [***Redacted***], minus
(ii) the sum of all amounts previously payable by Partner to DigitalGlobe
pursuant to Section 2.1. during the same [***Redacted***] Period;
provided, however, that if such amount is a negative number,
then no payment is due from Partner to DigitalGlobe for such Quarter pursuant
to this Section 2.2.1.
	 
	 	2.2.2.	 	No later than [***Redacted***] after the end of Quarter 4, Partner shall pay
to DigitalGlobe the difference between (i) the sum of the actual sales amounts
made by Partner during the [***Redacted***] Period, minus (ii) the sum of all
amounts previously payable by Partner to DigitalGlobe pursuant to this Section
2. during the same [***Redacted***] Period, provided that if
such difference is a negative number, then no amount shall be payable by
Partner pursuant to this Section 2.2.2.






	3.	 	2008-2013. For each One Year Period from April 1, 2008 to March 31, 2013, Partner
shall make payments to DigitalGlobe during each Quarter thereof as follows:






	 	3.1.	 	Quarters 1-3.






	 	3.1.1.	 	No later than the [***Redacted***] of each of Quarter 1, Quarter 2 and
Quarter 3, Partner shall pay to DigitalGlobe [***Redacted***].
	 
	 	3.1.2.	 	No later than [***Redacted***] after the end of such Quarter, Partner shall
pay to DigitalGlobe an amount equal to the Carry Forward Amount for that
Quarter, provided, however, that if the Carry Forward Amount
for any such Quarter equals zero or is a negative number, then no payment is
due from Partner to DigitalGlobe for such Quarter pursuant to this Section
3.1.2.






	 	3.2.	 	Quarter 4.





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H-2









 












	 	3.2.1.	 	No later than the [***Redacted***] of Quarter 4, Partner shall pay to
DigitalGlobe an amount equal to the difference of (i) [***Redacted***], minus
(ii) the sum of all amounts previously payable by Partner to DigitalGlobe
pursuant to Section 3.1. during the same [***Redacted***] Period;
provided, however, that if such amount is a negative number,
then no payment is due from Partner to DigitalGlobe for such Quarter pursuant
to this Section 3.2.1.
	 
	 	3.2.2.	 	No later than [***Redacted***] after the end of Quarter 4, Partner shall pay
to DigitalGlobe the difference between (i) the sum of the actual sales amounts
made by Partner during the [***Redacted***] Period, minus (ii) the sum of all
amounts previously payable by Partner to DigitalGlobe pursuant to this Section
3. during the same [***Redacted***] Period, provided that if
such difference is a negative number, then no amount shall be payable by
Partner pursuant to this Section 3.2.2.




The term “Carry Forward Amount” for any particular Quarter shall mean the difference
between (a) the sum of all actual sales amounts made by Partner pursuant to this Agreement during
that Quarter plus any previous Quarter(s) within such [***Redacted***] Period, minus (b) the sum of
all amounts previously payable from Partner to DigitalGlobe during that [***Redacted***] Period.
The Carry Forward for any Quarter shall be calculated as of the last day of such Quarter, and may
be either a positive or negative number.



DATA RECEPTION AND DISTRIBUTION AGREEMENT

DigitalGlobe Proprietary and Confidential




H-3









 








Amendment #1 to

“DATA RECEPTION AND DISTRIBUTION AGREEMENT”

Between DigitalGlobe and Hitachi Software Engineering



This Amendment (hereinafter, the “Amendment”) made this 28 day of December, 2005, by and between
DigitalGlobe Inc., a corporation organized under the laws of the State of Delaware, U.S.A., located
at 1601 Dry Creek Drive, Longmont, Colorado 80503 (“DigitalGlobe”) and Hitachi Software Engineering
Co. Ltd., a corporation organized under the laws of Japan, located at 4-12-7 Higashi-Shinagawa-Ku,
Tokyo, 140-0002, Japan (“Partner”).



WHEREAS, DigitalGlobe and Partner have previously entered into a “DATA RECEPTION AND DISTRIBUTION
AGREEMENT”, effective as of September 15, 2005 (the “Agreement”); and



WHEREAS, the parties desire to amend the Agreement in accordance with the terms hereof.



NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained,
the parties hereto agree as follows:



1. Section 3.1.2. of the Agreement is hereby deleted in its entirety and replaced by the following:




     3.1.2. Basic Access Time. In consideration of Partner’s Agreement to pay the
[***Redacted***] annual Access Fee described in Section 2 of this Amendment, DigitalGlobe shall
make available to Partner [***Redacted***] per month of Access Time on its WorldView 2 Satellite to
allow [***Redacted***] to task, collect and downlink imagery within the ROI, provided that
[***Redacted***] of such [***Redacted***] per month shall be available for [***Redacted***] to task
imagery outside the ROI (“Access Time”).


2. Section 3.1.3 of the Agreement is hereby amended by deleting the language in parenthesis after
[***Redacted***] in the first sentence and replacing it with ([***Redacted***]).



3. Section 5.1 of the Agreement is hereby deleted in its entirety and replaced by the following:




     5.1. Partner shall pay DigitalGlobe Minimum Fees, comprised of Access Fees and Minimum
Distribution Fees (as defined in Exhibit G to this Amendment) for the Access Rights and QuickBird
and WorldView Products as follows:



     5.1.1. Partner shall pay Minimum Fees to DigitalGlobe as follows (in the aggregate
[***Redacted***], subject to the adjustments set forth below):




     5.1.1.1. [***Redacted***] per year in the aggregate (to be allocated as set forth in
Exhibit G to this Amendment) for each of the five years during the period of April 1,













 






2008 to March 31, 2014, payable as set forth in Exhibit H to this Amendment.




     5.1.1.2. [***Redacted***] for the one year period from April 1, 2006 to March 31, 2007,
payable as set forth in Exhibit H to this Amendment.




     5.1.1.3. [***Redacted***] for the one year period from April 1, 2007 to March 31, 2008,
payable as set forth in Exhibit H to this Amendment; provided, however, that if no [***Redacted***]  is available to Partner for any calendar month in such period, DigitalGlobe shall
refund [***Redacted***] to Partner for each calendar month of such non-availability. If both
parties agree that no [***Redacted***]  will be available to Partner for any given calendar
month in such period, DigitalGlobe shall reduce the amount stated in this sub- section
above for such period by [***Redacted***] for each calendar month of non-availability.



     5.1.3. If DigitalGlobe agrees at any time to provide Additional Minutes requested by Partner
in accordance with Section 3.1.4, then Partner shall pay DigitalGlobe an additional fee of
[***Redacted***] per minute for Additional Minutes of Access Rights within the ROI and
[***Redacted***] per minute for Additional Minutes of Access Rights outside the ROI.



     5.1.4. Partner commits to purchase at least [***Redacted***] of QuickBird Products in
calendar year 2005 subject to the terms hereof.



     5.1.5. In consideration of DigitalGlobe providing services in support of the Partner’s
[***Redacted***] proposal and for granting the distribution rights to Partner hereunder, upon
execution of the Agreement, Partner has paid a one-time non-refundable agent fee of $5,000,000 for
services rendered to Partner in support of Partner’s proposal to [***Redacted***] (the “Agent
Fee”) and $5,000,000 (the “Distribution Rights Fee”) for granting the distribution
rights to Partner hereunder. In the event of (i) a Launch Failure of the WorldView 2 Satellite, or
(ii) Partner having not received no later than 30 May 2005 a written commitment from
[***Redacted***] satisfactory to DigitalGlobe selecting the WorldView satellite as its next
generation solution, then the Distribution Rights Fee shall be payable by DigitalGlobe to Partner
as liquidated damages, and not as a refund or penalty. The Agent Fee shall not be refundable under
any circumstances.



     5.1.6. If the Access Start Date is delayed beyond April 2008, Partner and DigitalGlobe shall
negotiate in good faith to lower the payments that are scheduled to become due and payable to
DigitalGlobe prior to full operational capacity of the WorldView 2 Satellite in accordance with
Exhibit G to this Amendment.



     5.1.7. If [***Redacted***] increases the deal size in 2006, the parties shall negotiate in
good faith to provide for commensurate compensation.



     5.1.8. The provisions of Sections 3 through 5 may be extended by mutual agreement of Partner
and DigitalGlobe for another [***Redacted***] per year for subsequent years.













 




3. Section 18 of the Agreement is hereby deleted in its entirety and the following is substituted
therefor:




     18. Term of Agreement. Subject to appropriate notification of the U.S. Government and receipt
by DigitalGlobe of any requisite U.S. Government clearances, this Agreement shall commence on the
date indicated on the first page, shall be effective upon satisfaction or waiver of all conditions
precedent to the effectiveness hereof and shall extend until April 1, 2014 (“Initial
Term”), as such Initial Term may be amended by mutual agreement of the parties pursuant to
Section 5.1.8. hereof (the “Term”).


4. Exhibits G and H to the Agreement are hereby replaced with the new Exhibits G and H attached
hereto.



5. All other terms and conditions of the Agreement shall remain in full force and effect. In the
event of any conflict between the Agreement and this Amendment, the terms and conditions of this
Amendment shall govern.














 







IN WITNESS WHEREOF, the parties have executed this Amendment in duplicate as of the date written
above.




	 	 	 	 	 	 	 	 	 
	DigitalGlobe, Inc.	 	 	 	Hitachi Software Engineering Co., Ltd.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Bettina Eckerle
	 	 	 	By:
	 	/s/ Shigeru Kohno
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Bettina Eckerle
	 	 	 	Name:
	 	Shigeru Kohno
	Title:

	 	General Counsel
	 	 	 	Title:
	 	Manager, Procurement Department
















 





Exhibit G

Allocation of Minimum Commitment



Access Fees and Minimum Distribution Fees for QuickBird Data, QuickBird Products, WorldView Data,
WorldView Products and Access Time shall be allocated as follows:




	 	 	 
	One Year Period
(beginning April 1 of
such year)

	 	Amount
	 
	 	 
	2005

	 	[***Redacted***]
	 
	 	 
	2006

	 	[***Redacted***]
	 
	 	 
	2007

	 	[***Redacted***]
If no [***Redacted***] sensor is available to Partner for
any calendar month in such period, DigitalGlobe
shall refund [***Redacted***] to Partner for
each calendar month of such non-availability.
If both parties agree that no [***Redacted***] will
be available to Partner for any given calendar
month in such period, DigitalGlobe shall reduce
the amount stated in this sub- section above for
such period by [***Redacted***] for each
calendar month of non-availability.
	 
	 	 
	Each year from 2008 to
2014, inclusive

	 	[***Redacted***] (“Access Fees”)
	 
	 	 
	 

	 	[***Redacted***] (“Minimum Distribution Fees”)





Access Fees are royalties for WorldView Data directly downlinked from the WorldView 2 Satellite.
Distribution Fees are royalties for QuickBird Data, QuickBird Products, WorldView Data and
WorldView Products distributed by DigitalGlobe. The Minimum Distribution Fees for each of the
years from 2008 to 2014 set forth above are minimum commitments per year. The actual Distribution
Fees per year shall be equal to or exceed the Minimum Distribution Fees and shall be calculated in
accordance with Exhibit E to the Agreement. If Partner’s allocation to [***Redacted***] changes, the Parties
will in good faith negotiate an adjustment to the amounts listed above, provided, that a
reduction in any Access Fees shall result in a reduction of the Access Time.
In the case where the Access Start Date is delayed beyond April 2008, Access Fees and Minimum
Distribution Fees above shall be subject to reduction, at minimum, [***Redacted***] per month from
such delay.














 








Exhibit H

Payments



For each twelve month period from April 1, 2006 to March 31, 2014 (each a “One Year Period”),
Partner shall make payments to DigitalGlobe during each of the four consecutive three month periods
beginning on the first day of such One Year Period (respectively, “Quarter 1”, “Quarter 2”,
“Quarter 3” and “Quarter 4”, and any of the foregoing a “Quarter”) as follows:



1. 2006-2007. For each One Year Period from April 1, 2006 to March 31, 2007, Partner shall make
payments to DigitalGlobe during each Quarter thereof as follows:




     1.1. Quarters 1-3.




     1.1.1. No later than the [***Redacted***] of each of Quarter 1, Quarter 2 and Quarter
3, Partner shall pay to DigitalGlobe [***Redacted***].




     1.1.2. No later than [***Redacted***] after the end of such Quarter, Partner shall pay
to DigitalGlobe an amount equal to the Carry Forward Amount for that Quarter, provided,
however, that if the Carry Forward Amount for any such Quarter equals zero or is a negative
number, then no payment is due from Partner to DigitalGlobe for such Quarter pursuant to
this Section 1.1.2.



     1.2. Quarter 4.




     1.2.1. No later than the [***Redacted***] of Quarter 4, Partner shall pay to
DigitalGlobe the difference (i) [***Redacted***], minus (ii) the sum of all amounts
previously payable by Partner to DigitalGlobe pursuant to Section 1.1. during the same [One
Year] Period; provided, however, that if such amount is a negative number, then no payment
is due from Partner to DigitalGlobe for such Quarter pursuant to this Section 1.2.1.




     1.2.2. No later than [***Redacted***] after the end of Quarter 4, Partner shall pay to
DigitalGlobe the difference between (i) the sum of the actual sales amounts made by Partner
during the [***Redacted***] Period, minus (ii) the sum of all amounts previously payable by
Partner to DigitalGlobe pursuant to this Section 1. during the same [One Year] Period,
provided that if such difference is a negative number, then no amount shall be payable by
Partner pursuant to this Section 1.2.2.


2. 2007-2008. For each One Year Period from April 1, 2007 to March 31, 2008, Partner shall make
payments to DigitalGlobe during each Quarter thereof as follows:




     2.1. Quarters 1-3.




     2.1.1. No later than the [***Redacted***] of each of Quarter 1, Quarter 2 and Quarter
3, Partner shall pay to DigitalGlobe [***Redacted***], minus refund amount for the previous
Quarter and/or reduced amount for this Quarter pursuant to Section 5.1.1.3.













 






     2.1.2. No later than [***Redacted***] after the end of such Quarter, Partner shall pay
to DigitalGlobe an amount equal to the Carry Forward Amount for that Quarter, provided,
however, that if the Carry Forward Amount for any such Quarter equals zero or is a negative
number, then no payment is due from Partner to DigitalGlobe for such Quarter pursuant to
this Section 2.1.2.



     2.2. Quarter 4.




     2.2.1. No later than the [***Redacted***] of Quarter 4, Partner shall pay to
DigitalGlobe an amount equal to the difference of (i) [***Redacted***], minus (ii) the sum
of all amounts previously payable by Partner to DigitalGlobe pursuant to Section 2.1, minus
(iii) the sum of all refund amounts for the previous Quarter(s) and/or the sum of all
reduced amounts pursuant to Section 5.1.1.3. during the same [***Redacted***] Period;
provided, however, that if such amount is a negative number, then no payment is due from
Partner to DigitalGlobe for such Quarter pursuant to this Section 2.2.1.




     2.2.2. No later than [***Redacted***] after the end of Quarter 4, Partner shall pay to
DigitalGlobe the difference between (i) the sum of the actual sales amounts made by Partner
during the [***Redacted***] Period, minus (ii) the sum of all amounts previously payable by
Partner to DigitalGlobe pursuant to this Section 2, minus (iii) the sum of all refund
amounts for the previous Quarter(s) and/or the sum of all reduced amounts pursuant to
Section 5.1.1.3. during the same [***Redacted***] Period, provided that if such difference
is a negative number, then no amount shall be payable by Partner pursuant to this Section
2.2.2.


3. 2008-2014. For each One Year Period from April 1, 2008 to March 31, 2014, Partner shall make
payments to DigitalGlobe during each Quarter thereof as follows:




     3.1. Quarters 1-3.




     3.1.1. No later than the [***Redacted***] of each of Quarter 1, Quarter 2 and Quarter
3, Partner shall pay to DigitalGlobe [***Redacted***].




     3.1.2. No later than [***Redacted***] after the end of such Quarter, Partner shall pay
to DigitalGlobe an amount equal to the Carry Forward Amount for that Quarter, provided,
however, that if the Carry Forward Amount for any such Quarter equals zero or is a negative
number, then no payment is due from Partner to DigitalGlobe for such Quarter pursuant to
this Section 3.1.2.


3.2. Quarter 4.




     3.2.1. No later than the [***Redacted***] of Quarter 4, Partner shall pay to DigitalGlobe an
amount equal to the difference of (i) [***Redacted***], minus (ii) the sum of all amounts
previously payable by Partner to DigitalGlobe pursuant to Section 3.1. during the same
[***Redacted***] Period; provided, however, that if such amount is a negative number, then no













 







payment is due from Partner to DigitalGlobe for such Quarter pursuant to this Section 3.2.1.



     3.2.2. No later than [***Redacted***] after the end of Quarter 4, Partner shall pay to
DigitalGlobe the difference between (i) the sum of the actual sales amounts made by Partner during
the [***Redacted***] Period, minus (ii) the sum of all amounts previously payable by Partner to
DigitalGlobe pursuant to this Section 3. during the same [***Redacted***] Period, provided that if
such difference is a negative number, then no amount shall be payable by Partner pursuant to this
Section 3.2.2.


4. The term “Carry Forward Amount” for any particular Quarter shall mean the difference between (a)
the sum of all actual sales amounts made by Partner pursuant to this Agreement during that Quarter
plus any previous Quarter(s) within such One Year Period, minus (b) the sum of all amounts
previously payable from Partner to DigitalGlobe during that One Year Period. The Carry Forward for
any Quarter shall be calculated as of the last day of such Quarter, and may be either a positive or
negative number.














 








AMENDMENT NO. 2




TO




DATA RECEPTION AND DISTRIBUTION AGREEMENT



This Amendment No. 2 (“Amendment No. 2”) to the Data Reception and Distribution Agreement (the
“Agreement”) dated January 28, 2005, by and between DigitalGlobe Inc., a corporation organized
under the laws of the State of Delaware, U.S.A. (“DigitalGlobe”), located at 1601 Dry Creek Drive,
Suite 260, Longmont, Colorado 80503 and Hitachi Software Engineering Co. Ltd., a corporation
organized under the laws of Japan, located at 4-12-7-Higashi-Shinagawa, Shinagawa-Ku, Tokyo,
140-0002, Japan (“Partner”), is entered into by DigitalGlobe and Partner as of July 20, 2005.



DigitalGlobe and Partner hereby agree to amend the Agreement as follows:





	1.	 	Section 5.1.1.1. is amended by replacing “20013” with “2013”.
	 
	2.	 	Section 5.1.2.1. is amended by replacing “20013” with “2013”.




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



This Amendment No. 2 is agreed to by DigitalGlobe and Vendor and is executed and agreed to be
effective the last date written below as signified by the signatures and shall be a binding
agreement.




	 	 	 	 	 
	Hitachi Software Engineering Co. Ltd.

	 	 	 	DigitalGlobe, Inc.
	 
	 	 	 	 
	/s/ Takatoshi Kodaira

	 	 	 	/s/ Herbert F. Satterlee, III
	 

	 	 	 	 
	Signature

	 	 	 	Signature
	 
	 	 	 	 
	Takatoshi Kodaira

	 	 	 	Herbert F. Satterlee, III
	 

	 	 	 	 
	Name

	 	 	 	Name
	 
	 	 	 	 
	Executive Officer General Manager
	 	 	 	 
	Satellite Imagery Div

	 	 	 	CEO
	 

	 	 	 	 
	Title

	 	 	 	Title
	 
	 	 	 	 
	20 July, ‘05

	 	 	 	7/20/05
	 

	 	 	 	 
	Date

	 	 	 	Date
















 





AMENDMENT 2




DATA RECEPTION AND DISTRIBUTION AGREEMENT

Between DigitalGlobe and Hitachi Software Engineering



This Amendment (“Amendment”) is made this ___day of June, 2006, by and between DigitalGlobe Inc.,
a corporation organized under the laws of the State of Delaware, U.S.A., located at 1601 Dry Creek
Drive, Longmont, Colorado 80503 (“DigitalGlobe”) and Hitachi Software Engineering Co. Ltd., a
corporation organized under the laws of Japan, located at 4-12-7 Higashi-Shinagawa-Ku, Tokyo,
140-0002, Japan (“Partner”).



WHEREAS, DigitalGlobe and Partner have previously entered into a DATA RECEPTION AND DISTRIBUTION
AGREEMENT, effective as of September 15, 2005 (“Agreement”); and



WHEREAS, the parties desire to amend the Agreement in accordance with the terms hereof.



NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained,
the parties hereto agree as follows:



1. Delete Exhibit E in its entirety and replace with the Exhibit E attached hereto and incorporated
herein.





	2.	 	Exhibit H to the Agreement is hereby amended by changing the payment date for each quarterly
payment due thereunder to the [***Redacted***] of the respective quarter.




All other terms and conditions of the Agreement shall remain in full force and effect. .



IN WITNESS WHEREOF, the parties have executed this Amendment in duplicate as of the date written
above.




	 	 	 	 	 	 	 	 	 
	DigitalGlobe, Inc.	 	 	 	Hitachi Software Engineering Co., Ltd.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Bettina Eckerle
	 	 	 	By:
	 	/s/ Shigeru Kohno
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Bettina Eckerle
	 	 	 	Name:
	 	Shigeru Kohno
	Title:

	 	General Counsel
	 	 	 	Title:
	 	Manager, Procurement Department
	Date:

	 	8/16/06
	 	 	 	Date:
	 	July 25, 2006
















 





Exhibit E




Distribution Rights and License Terms/Royalties




TABLE 1




TERRITORIES

[***Redacted***]




TABLE 2




PRICE/DISCOUNT




     [***Redacted***]



TABLE 3




ROYALTIES




     [***Redacted***]



     Partner agrees that it will not promote, market, license, sublicense or distribute QuickBird
Products in China without DigitalGlobe consent. Notwithstanding the foregoing, DigitalGlobe will
not unreasonably withhold consent in the event Partner request for approval of distribution of
Products in [***Redacted***] through DigitalGlobe’s then Master Reseller in [***Redacted***]
(“Master Reseller [***Redacted***] Sales”). In that event, any royalty due from Master Reseller to
Partner for Master Reseller [***Redacted***] Sales will be subject tonegotiations between Partner
and Master Reseller, and the [***Redacted***] Royalty set forth in Table 3 (in the column
Royalty due from DigitalGlobe to Partner for direct sales by DigitalGlobe or DigitalGlobe Asia
in [***Redacted***]) shall not apply. DigitalGlobe shall not be obligated to pay
Partner any royalties for Master Reseller China Sales.



     Partner agrees that it will not promote, market, license, sublicense or distribute QuickBird
Products in the CIS Countries (as defined below).


1. Definitions.



a. “CIS Countries” means [***Redacted***].



b. “End User” means any third person licensed by DigitalGlobe, Partner or a Channel Partner
to use, but not to further distribute the Products pursuant to this Agreement.



c. “End User License Agreement” or “EULA” means the contractual provisions
substantially in the form and no less restrictive than the mandatory terms set forth in Exhibit E-1
of this Agreement, as modified by DigitalGlobe from time to time, together with such other terms
and conditions that DigitalGlobe may require from time to time, which specifies the terms and
conditions by which an End User may use the Products. The EULA will be in effect between Partner
and its End User.



d.
“Japanese Companies” means companies headquartered in Japan or entities which are more
than 50% owned or controlled by a Japanese person, a joint venture 50% of which is owned by or
which is














 









controlled by a Japanese Company or Japanese Companies, and projects funded by the Japanese
Government or a Japanese Company.



e. “Royalties” means any amounts payable by DigitalGlobe to Partner for sales of QuickBird
Products by DigitalGlobe in the non-Exclusive Territory or China as set forth in Table 3 above.



2. Grant.



a. Appointment of Partner. Subject to the terms and conditions of the Agreement,
DigitalGlobe grants and Partner accepts (i) an exclusive and non-exclusive right and license (as
set forth in Table 1 above) to promote, market, license and distribute the WorldView Products and
QuickBird Products, directly or indirectly through resellers, within the Territory (as set forth in
Table 1 above); (ii) a non-exclusive and non-transferable right and license to use in unaltered
form the DigitalGlobe trademarks, service marks or marketing logos solely to promote the Products,
provided Partner obtains DigitalGlobe’s prior written approval for each such usage.



b. Limitations. Except as expressly permitted under this Agreement, Partner will not, and
will not permit third-parties to, (i) copy or reproduce in any manner the WorldView Products or
QuickBird Products or any portion thereof, (ii) decompile, disassemble or reverse engineer the
WorldView Products or QuickBird Products (iii) translate, modify, adapt, enhance, or create
derivative works of the WorldView Products or QuickBird Products, or (iv) use the WorldView
Products or QuickBird Products in a service bureau, time sharing, or facilities management
arrangement or otherwise use the WorldView Products or QuickBird Products to provide products or
services to third-parties.



3. Distribution Partner’s Rights and Obligations.



a. End User License Agreement. Partner will ensure that a EULA in electronic or hard copy
form accompanies each WorldView Product or QuickBird Product distributed by Partner. In addition,
Partner shall perform any other actions reasonably requested by DigitalGlobe to assure adequate
protection of DigitalGlobe’s interests in its intellectual property rights contained in the
Products. Partner will ensure that the terms and conditions of the EULA are made available to and
accepted by all End Users prior to delivery of the WorldView Products or QuickBird Products.
Partner will, at its own expense, carry out any localization and translation of the EULA at its own
cost and agrees to deliver the proposed localized EULA to DigitalGlobe for approval prior to use.



b. Warranty Services. Partner agrees to provide End Users within the Territory with the
warranty services for the WorldView Products and QuickBird Products contemplated under the EULA in
a timely and professional manner.



c. End User Prices. Partner will establish its prices and discounts for the WorldView
Products and QuickBird Products and related services. Partner will be solely responsible for
obtaining payment from its End Users. Delays or failures in obtaining such payments will not
affect Partner’s obligation to make payments to DigitalGlobe.



d. Marketing and Sales Support. Partner agrees to use its reasonable efforts to promote
and market the WorldView Products and QuickBird Products and in any event agrees to devote at least
the same level of resources to marketing the WorldView Products and QuickBird Products as it
devotes to the other products that it markets.














 







e. Records and Reports. Partner agrees to maintain accurate records of its marketing and
service activities under this Agreement, including a current list of its End Users, and for each
End User, executed copies of a EULA or other binding contractual document incorporating the terms
and conditions specified in Section 4.a. of this Exhibit. Within [***Redacted***] after the end of
each calendar month, Partner agrees to provide DigitalGlobe with a monthly report that shows the
actual orders for Products obtained during the month then-ended and a calculation of the Royalties
payable under this Agreement. Each report will specify (i) a description of each scene used; and
(ii) the total applicable royalties. If no royalties are owed for any month, such fact shall be
stated. Partner shall confer from time to time, at the request of DigitalGlobe, on matters
relating to market conditions, revenue forecasting, and product planning.



f. Monitoring and Reporting. Partner shall co-operate fully and in good faith with
DigitalGlobe during the term of this Agreement for the purpose of securing and preserving
DigitalGlobe’s and its licensors’ intellectual property rights in and to the DigitalGlobe Products.
Partner shall monitor and keep reasonable watch during the term of this Agreement for any products
and activities in the Territory which may violate the provisions of any EULA applicable under this
Agreement. Upon discovery of any such violation, suspected, threatened or actual, Partner shall
promptly deliver to DigitalGlobe notice of the pertinent facts known to Partner relating to
suspected, threatened or actual infringement. The Parties shall co-operate with each other with
respect to any proceeding or any other actions taken in respect of third party violators of the
EULA provisions and keep the other party promptly and fully advised with respect thereto. Partner
understands that DigitalGlobe is a third party beneficiary of the EULAs and may enforce adherence
to its terms.



g. DigitalGlobe Products. DigitalGlobe reserves the right to discontinue developing,
producing, licensing, or distributing any of the WorldView Products or QuickBird Products and to
modify, replace, or add additional products at its discretion at any time, with prior written
notice to Partner.



4. Orders and Delivery. 



a. Placement of Orders by Partner. Partner will place orders for WorldView Products and
QuickBird Products in writing with DigitalGlobe at the address specified by DigitalGlobe from time
to. Each order will contain the full name and address of the End User and the intended use of the
DigitalGlobe Product. DigitalGlobe may accept or reject any order, at DigitalGlobe’s sole
discretion. Further, DigitalGlobe may, at its option, cancel any accepted order or delay shipment
of WorldView Products or QuickBird Products that have been ordered, if required to do so by
operation of any law, or if Partner is delinquent in any payments to DigitalGlobe or otherwise in
breach of the Agreement. If DigitalGlobe rejects or cancels any order, DigitalGlobe shall give
notice to Partner in writing within [***Redacted***] from such rejection or cancellation. Any
order that DigitalGlobe may accept will be subject solely to the terms and conditions of this
Agreement and any additional or inconsistent terms contained in Partner’s order will not be binding
on DigitalGlobe, and are hereby objected to unless specifically agreed to in writing by
DigitalGlobe.




     (i) Shipment. DigitalGlobe will use its reasonable efforts to ship or otherwise
provide the WorldView Products and QuickBird Products in accordance with its order confirmation,
subject to delays beyond DigitalGlobe’s reasonable control.



     (ii) International Shipments. For International shipments, WorldView Products and
QuickBird Products are to be shipped in accordance with INCOTERMS 2000, which are incorporated
herein and made a part hereof by reference. DigitalGlobe Products will be shipped Free Carrier (FCA)
Longmont, Colorado, by Partner’s carrier to the named destination address provided by Partner.













 




DigitalGlobe will use its reasonable efforts to ship or otherwise provide the WorldView
Products and QuickBird Products in accordance with its order confirmation, subject to delays beyond
DigitalGlobe’s reasonable control.




     (iii) Costs. Partner will pay or reimburse DigitalGlobe for all insurance, brokerage,
handling, transportation and other costs that DigitalGlobe may incur in delivering the WorldView
Products and QuickBird Products to Partner from DigitalGlobe’s distribution center
(“Reimbursable Costs”). DigitalGlobe will separately identify all Reimbursable Costs in
its order confirmation or invoice issued to Partner.



     (iv) Importation. Partner will (i) obtain all licenses required to import the
WorldView Products and QuickBird Products into the Territory, (ii) clear the WorldView Products and
QuickBird Products through local customs promptly upon their arrival at the Territory, and (iii)
pay all customs, duties and other charges assessed on such importations in the Territory, if
applicable.



     (v) Domestic Shipments. For shipments within the United States, DigitalGlobe will
deliver the DigitalGlobe Products F.O.B. Longmont, Colorado.


5. Price and Payment; Royalty Payment.



a. WorldView Products and QuickBird Products. For each order submitted by Partner and
accepted by DigitalGlobe for DigitalGlobe Products, Partner will pay DigitalGlobe the price listed
on DigitalGlobe’s established Regional Price List as may be in effect from time to time. In the
event that DigitalGlobe publishes a Suggested Retail Price for Partners Exclusive or Non-Exclusive
Territories’, Partner will be obligated to pay the net amount equal to the Suggested Retail Price
less the discount set forth in Table 2 as applicable.



b. Payment. Payment for licensed DigitalGlobe Products will be due 30 days after delivery
of the WorldView Product or QuickBird Product (subject to the payment terms described in Exhibit
H). Partner will pay all amounts due to DigitalGlobe pursuant to the Agreement in U.S. Dollars by
check drawn on a U.S. bank approved by DigitalGlobe delivered at DigitalGlobe’s offices at the
address on the front page of this Agreement directed to the attention of Controller, or wire
transfer to DigitalGlobe Services Inc., [***Redacted***] or such other bank account that
DigitalGlobe may designate. Partner will bear all related bank charges. Any late payment will
accrue interest at the lesser of (i) 18% per annum or (ii) the maximum interest allowable under
applicable law. Partner will pay any late payment charge upon remitting the principal amount to
DigitalGlobe.



c. Changes. DigitalGlobe may change its Regional Pricing or Suggested Retail Price (List
Price) for the WorldView Products or QuickBird Products at any time, subject to any written binding
commitment that DigitalGlobe has made to Partner. DigitalGlobe shall provide written notice to
Partner of any change to its List Prices. Changes in the List Prices shall not affect orders
placed by Partner and accepted by DigitalGlobe prior to publication or announcement of the revised
pricing.



d. Royalty Payments. DigitalGlobe shall pay Partner the Royalties payable hereunder for
any calendar month within 30 days of the end of each calendar month.














 







6. Marks.



a. Ownership. All trademarks, service marks, trade names, logos, Internet domain names, or
other words or symbols identifying the WorldView Products and QuickBird Products or the respective
party’s business (the “Marks”) are and will remain the exclusive property of that party, whether or
not specifically recognized or perfected under the laws of the Territory. Pursuant to the license
grants set forth in Section 7 of this Agreement, Partner will not acquire any right in the Marks,
except the limited use rights specified in Section 2. Partner will not register, directly or
indirectly, any trademark, service mark, trade name, company name, Internet domain name, or other
proprietary or commercial right that is identical or confusingly similar to the Marks or that
constitute translations thereof into the language(s) spoken within the Territory. Upon
DigitalGlobe’s request, and at its expense, DigitalGlobe will execute the instruments that may be
appropriate to register, maintain, or renew the registration of the Marks in the DigitalGlobe’s
name within the Territory.



b. Trademark Restrictions. DigitalGlobe may terminate the trademark license granted herein
if, in its reasonable discretion, the Partner’s use of the Marks tarnishes, blurs or dilutes the
quality associated with the Marks or the associated goodwill and such problem is not cured within
10 days of notice of breach; alternatively, instead of terminating the license in total,
DigitalGlobe may specify that certain Partner uses may not contain the Marks. Title to and
ownership of the owner’s Marks shall remain solely with DigitalGlobe. Partner shall use the Marks
exactly in the form provided and in conformance with any trademark usage policies. Partner shall
not take any action inconsistent with DigitalGlobe’s ownership of the Marks, and any benefits
accruing from use of such Marks shall automatically vest in DigitalGlobe.



c. Use. Partner will use the Marks exclusively to advertise and promote the WorldView
Products and QuickBird Products, and with respect to Partner, such advertising and promotion
activities shall remain exclusively within the Territory. All representations of DigitalGlobe’s
Marks that the Partner intends to use shall be exact copies of those used by DigitalGlobe or shall
first be submitted to DigitalGlobe for approval (which shall not be unreasonably withheld) of
design, color, quality, presentation and other details. Once DigitalGlobe grants its approval,
DigitalGlobe shall not unreasonably withdraw its approval, and Partner will not be obligated to
seek further approval for substantially similar uses of the Mark. In addition, licensee shall fully
comply with all reasonable guidelines, if any, communicated by DigitalGlobe concerning the use of
DigitalGlobe’s Marks and Partner will not use the Marks in any manner that is misleading



d. Infringement. Partner will immediately notify DigitalGlobe if it learns (i) of any
potential infringement of the Marks by a third-party or (ii) that the use of the Marks within the
Territory may infringe the proprietary rights of a third-party. DigitalGlobe will determine the
steps to be taken under these circumstances. Partner will (i) provide DigitalGlobe with the
assistance that DigitalGlobe may reasonably request at DigitalGlobe’s expense and (ii) take no
steps on its own with respect to the Marks without the DigitalGlobe’s prior approval.



7. Margin Requirements.



a. Pursuant to the terms of this Section 7, DigitalGlobe shall maintain a Margin (as defined below)
of at least the following level:




	 	 	 
	Year ending December 31, 2006:
	 	[***Redacted***]





b. For purposes of this Section 7, “Margin” is to be defined as the sum of the following:














 









(i) An amount equal to [***Redacted***] of all Partner and Partner reseller sales of
QuickBird Product into the Partner’s Non-Exclusive Territories (as identified in Table 1
above).




(ii) Amounts of Royalties payable to Partner from DigitalGlobe for sales by DigitalGlobe as
set forth in Table 3 ;




(iii) Amounts of Royalties payable to Partner from DigitalGlobe for sales by DigitalGlobe Asia
as set forth in Table 3.


c. In any year identified in Section 7.a. above, during which Partner has not realized margins
equal to or greater than the applicable Margin and no force majeure has occurred, DigitalGlobe
shall present payment in an amount equal to the difference between the amounts paid to Partner in
the applicable year and the applicable Margin identified in Section 7.a. above within
[***Redacted***] of receipt of notice above. This payment will satisfy DigitalGlobe’s obligations
for the applicable year under this Section 7.



d. Disbursement Agent. Partner may use its subsidiary company as a disbursement agent of
Partner in accordance with the terms and conditions of this Agreement. If Partner uses its
subsidiary company as a disbursement agent of Partner and so advises DigitalGlobe in writing,
DigitalGlobe shall issue its invoices to the disbursement agent, and the disbursement agent shall
make payments to DigitalGlobe in accordance with this Agreement.














 








Amendment No. 3

to the

Data Reception and Distribution Agreement Between

DigitalGlobe, Inc. and

Hitachi Software Engineering Co., Ltd.



This Amendment No. 3 (hereinafter, the “Amendment”) is made effective May 4, 2007, by and between
DigitalGlobe, Inc., a corporation organized under the laws of the State of Delaware, U.S.A.,
located at 1601 Dry Creek Drive, Longmont, Colorado 80503 (“DigitalGlobe”) and Hitachi Software
Engineering Co. Ltd., a corporation organized under the laws of Japan, located at 4-12-7
Higashi-Shinagawa-Ku, Tokyo, 140-0002, Japan (“Hitachi”).



WHEREAS, DigitalGlobe and Partner have previously entered into a Data Reception and Distribution
Agreement, which is effective as of September 15, 2005 (the “Agreement”); and



WHEREAS, the parties now desire to amend the Agreement as specified below.



NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained,
the parties hereto agree as follows:



Section 5.2.1 of the Agreement is hereby deleted in its entirety and replaced by the following:





Failure to Receive Access Time. If during any quarter, the number of
minutes of Access Time per month described in Section 3.1.2 is not provided to
Partner because of the fault of DigitalGlobe (including material failure to provide
access exclusively caused by a material defect in the DAF as provided by
DigitalGlobe, as defined in the Direct Access Purchase Agreement between the
parties) or an event of force majeure affecting DigitalGlobe (a
“Shortfall”), Partner will receive, at DigitalGlobe’s election, upon
consultation with [***Redacted***] (through Partner), either (A) a proportionate
refund of the applicable Access Fee; or (B) an appropriate amount of additional
Access Time, but in no event exceeding the Access Time lost by virtue of the
Shortfall; provided that, in the event of the election of clause (B), such
additional Access Time shall be utilized within a one year period from the month in
which the Shortfall occurred as agreed upon by the parties. Notwithstanding anything
else in this Agreement to the contrary, the foregoing shall constitute Partner’s
sole and exclusive remedy for the failure of DigitalGlobe to provide the Access
Time.


All other terms and conditions of the Agreement shall remain in full force and effect. In the
event of any conflict between the Agreement and this Amendment, the terms and conditions of this
Amendment shall govern.














 




IN WITNESS WHEREOF, the parties have executed this Amendment in duplicate as of the date written
above.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	DigitalGlobe, Inc.	 	 	 	Hitachi Software Engineering Co., Ltd.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Bettina Eckerle
 

Bettina Eckerle
	 	 	 	By:

Name:
	 	/s/ Shigeru Kono
 

Shigeru Kono
	 	 	 	 
	Title:

	 	General Counsel
	 	 	 	Title:
	 	Manager, Procurement Dept.
	 	 	.	 
	Date:

	 	July 24, 2007
	 	 	 	Date:
	 	July 19, 2007	 	 	 	 
















 





Amendment No. 4




to the




Data Reception and Distribution Agreement 




Between




Digital Globe, Inc. and




Hitachi Software Engineering Co., Ltd



This Amendment No. 4 (hereinafter the “Amendment”) is made effective January 10, 2008, by and
between DigitalGlobe, Inc., a corporation organized under the laws of the State of Delaware,
U.S.A., located at 1601 Dry Creek Drive, Longmont, Colorado 80503 (“DigitalGlobe”) and Hitachi
Software Engineering Co. Ltd., a corporation organized under the laws of Japan, located at 4-12-7
Higashi-Shinagawa-Ku, Tokyo, 140-0002, Japan (“Hitachi”). DigitalGlobe and Hitachi may be referred
to in the singular as “Party” and in the plural as “Parties”.




Recitals:



Whereas, DigitalGlobe and Hitachi have previously entered into a Data Reception and Distribution
Agreement effective September 15, 2005 (the “Agreement”) as modified by Amendment No. 1, dated
December 28, 2005, Amendment No. 2, dated June 27, 2006, and Amendment No. 3, dated May 4, 2007;
and



Whereas, Hitachi has non-exclusive rights to sell WorldView 1 in China; and



Whereas, in consideration of payment by DigitalGlobe of certain royalties, Hitachi agrees to not
exercise its right to sell WorldView 1 Products in China; and



Now Therefore, in consideration of the promises and covenants set forth herein, the Parties agree
to the following:





	 	1.	 	Table 3 “ROYALTIES” of Exhibit E of Amendment No. 2 is deleted in its entirety and
replaced with Exhibit E Table 3 “ROYALTIES” attached to this Amendment No. 4.
	 
	 	2.	 	The first sentence of the paragraph following Table 3 “ROYALTIES” starting on page E-2
of Amendment 2 is modified to include WorldView 1 as follows:
	 
	 	 	 	“Partner agrees that it will not promote, market, license, sublicense or distribute
QuickBird or WorldView 1 Products in [***Redacted***] without DigitalGlobe consent.”




All other terms and conditions of the Agreement, including Amendments 1, 2 (other than as modified
by this Amendment) and Amendment 3, are unchanged and shall remain in full force and effect.














 







IN WITNESS WHEREOF, the Parties have executed this Amendment in duplicate as of the date written
above.




	 	 	 	 	 	 	 	 	 	 	 
	DigitalGlobe, Inc.	 	 	 	Hitachi Software Engineering Co., Ltd	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Marc Tremblay
 

Marc Tremblay
	 	 	 	By:

Name:
	 	/s/ Shigeru Kohno
 

Shigeru Kohno
	 	 
	Title:

	 	General Manger, CBU
	 	 	 	Title:
	 	General Manger	 	 
	Date:

	 	Jan 10, 2008
	 	 	 	Date:
	 	Jan 10, 2008	 	 

















 









Exhibit E




Distribution Rights and License Terms/Royalties




TABLE 3




ROYALTIES



[***Redacted***]