exv10w4






Exhibit 10.4



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


DIRECT ACCESS FACILITY PURCHASE AGREEMENT




Between




DigitalGlobe, Inc.




And




Hitachi Software Engineering Co., Ltd.




March 23, 2007




Contract No. 12857




 









 





DIRECT ACCESS FACILITY

PURCHASE AGREEMENT



This Agreement (“DAF Purchase Agreement”) is entered into as of March 23, 2007, 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, U.S.A. (“DigitalGlobe”), and Hitachi
Software Engineering Co., Ltd., an entity organized under the laws of Japan, located at
4-12-7-Higashi-Shinagawa, Shinagawa-Ku, Tokyo, 140-0002, Japan (the “Customer”).




RECITALS





	1.	 	DigitalGlobe is in the process of developing its Direct Access Program (“DAP”) to allow
customers to directly task and downlink satellite imagery data from the DigitalGlobe
WorldView-1 and WorldView-2 satellites (collectively, the “Satellites”).
	 
	2.	 	Access to the Satellites requires customers to utilize a Direct Access Facility (“DAF”),
currently being developed by DigitalGlobe.
	 
	3.	 	Customer is an authorized procurement agent for [***Redacted***] (the “End-User”).
	 
	4.	 	Customer desires to purchase the equipment and software of a standard DAF for delivery and
use by the End-User and Customer shall furnish certain components of a DAF, on the terms and
conditions set forth below.




NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, DigitalGlobe
and Customer agree as follows:




DEFINITIONS





	 	1.	 	“Acceptance” shall mean the process set forth in Section 6.2 (b) of this DAF
Purchase Agreement.
	 
	 	2.	 	“API” shall mean advance publication information.
	 
	 	3.	 	“Certified Operators” shall mean those persons who successfully complete
DigitalGlobe’s DAF training course.
	 
	 	4.	 	“Country” shall mean Japan.
	 
	 	5.	 	“Customer” shall mean Hitachi Software Engineering Co., Ltd.
	 
	 	6.	 	“DAF” shall mean a Direct Access Facility.
	 
	 	7.	 	“DAP” shall mean the Direct Access Program.




 









 






	 	8.	 	“DDU” shall mean Delivered Duty Unpaid.
	 
	 	9.	 	“End-User” shall mean [***Redacted***].
	 
	 	10.	 	“Facility” shall mean the physical facility to accommodate the DAF.
	 
	 	11.	 	“FCC” shall mean the United States Federal Communications Commission.
	 
	 	12.	 	“Hitachi Equipment” shall mean the Hitachi Order Management System.
	 
	 	13.	 	“HOMS” shall mean the Hitachi Order Management System.
	 
	 	14.	 	“IFIC” shall mean the International Frequency Information Circular.
	 
	 	15.	 	“Intellectual Property” shall have the meaning given Section 4.1 of this
DAF Purchase Agreement. 
	 
	 	16.	 	“Intellectual Property License” shall have the meaning given Section 4.2 of
this DAF Purchase Agreement.
	 
	 	17.	 	“ITU” shall mean the International Telecommunications Union.
	 
	 	18.	 	“License” shall mean the Software License set forth in Section 2.1 of this DAF
Purchase Agreement.
	 
	 	19.	 	[***Redacted***].
	 
	 	20.	 	“Notice” shall mean any notice, request or other communication between the
parties, transmitted pursuant to the standards set forth in Section 11.9 of this DAF
Purchase Agreement.
	 
	 	21.	 	“Satellite Access Agreement” shall mean the Data Reception and Distribution
Agreement between DigitalGlobe and the Customer effective September 15, 2005 and its
amendments or memorandum hereafter.
	 
	 	22.	 	“Satellites” shall mean the DigitalGlobe WorldView-1 and WorldView-2
satellites.
	 
	 	23.	 	“Site Acceptance Test” shall have the meaning given in Appendix B to this DAF
Purchase Agreement.
	 
	 	24.	 	“Taxes” shall mean, without limitation, any income, gross receipts, sales, use,
ad valorem, value added, transfer, capital, franchise, license, documentary, intangibles,
withholding, payroll, employment, stamp, occupation, premium, property (real and personal),
environmental, profit, custom, duty or other tax, together with any interest, penalty,
addition to tax or other additional amount imposed by any governmental or tax authority
responsible for the imposition of tax.
	 
	 	25.	 	“Transition Period” shall mean the first thirty (30) days after Acceptance.




 









 











ARTICLE 1

DAF SYSTEM REQUIREMENTS AND DELIVERABLES





	1.1	 	Purchase and Sale Commitment. The Customer agrees to purchase from DigitalGlobe, and
DigitalGlobe agrees to sell to the Customer for delivery to the End-User, equipment, software
and other components meeting the requirements described in Appendix A (the “DAF System
Requirements”), and with the deliverables specified in Appendix B (the “Statement of Work”)
on the terms and subject to the conditions contained in this DAF Purchase Agreement and in any
applicable export license provided for in Section 1.3(e). For any item of equipment listed in
Appendix B, DigitalGlobe may elect to substitute another item or items, subject to prior
written notice being given to the Customer, so long as the substitution does not adversely
affect the performance of the DAF, or increase the purchase price set forth in Article 7.
	 
	1.2	 	DAF Facility.






(a) Facility. At its own expense, the Customer and/or End-User will procure, prepare and
maintain the Hitachi Order Management System described in Appendix B (the “HOMS” or “Hitachi
Equipment”) and the physical facility (the “Facility”) to accommodate the DAF. DigitalGlobe
will provide Customer with a DAF Facility Requirements Specification as described in Table 2
of Appendix B. The Facility will be located in [***Redacted***], with associated antenna
and radio equipment located in [***Redacted***].




(b) Compliance. In connection with the purchase, construction, renovation or lease of the
Hitachi Equipment and the Facility, and the preparation of the Hitachi Equipment and the
Facility as required by this DAF Purchase Agreement, the Customer and/or End-User will, at
its own expense, obtain and maintain all necessary permits, and/or licenses and comply with
all laws applicable to the Customer and End-User.




(c) Frequency Registration. DigitalGlobe warrants that the emissions from the DAF to the
WV-1 and WV-2 satellites and the emissions from the WV-1 and WV-2 satellites to the DAF will
conform to the frequency assignments that are included in the advance publication
information (“API”) that DigitalGlobe has submitted or has prepared for submission to the
International Telecommunications Union (“ITU”) for the USASAT-30A satellite system by the
United States Federal Communications Commission (“FCC”) in [March] 2007. DigitalGlobe ‘s
warranty pursuant to this Section 1.2(c) is subject to the condition that DigitalGlobe
receives authorization from the FCC to provide the specified emissions from the WV-1 and
WV-2 satellites, and to launch and operate the WV-1 and WV-2 satellites that are authorized
to receive the specified emissions from the DAF. DigitalGlobe hereby agrees that it shall
complete the ITU notification submission for the USASAT-30A system modification, and submit
the same to the FCC for transmission to the ITU, no later than six (6) months after the
USASAT-30A API is published in the ITU Radiocommunications Bureau International Frequency
Information Circular (“IFIC”). Furthermore, DigitalGlobe shall support the efforts by
Customer and/or End-User to obtain any necessary licenses for the DAF from [***Redacted***]
before the DAF starts its operation.




(d) Access. During the preparation of the Facility, the Customer will ensure that
DigitalGlobe and its Suppliers or other designees shall have sufficient access to the
Hitachi Equipment and the Facility, as specified in Table 9 of Appendix B, for purposes



 









 







of
inspection and verification of compliance with the Hitachi Equipment and Facility
specifications provided under this DAF Purchase Agreement and for the purpose of installing,
testing and maintaining the DAF. The Customer will cause the completed Hitachi Equipment
and the Facility to be ready for the delivery and installation of the
DAF no later than the pre-shipment review milestone (as stated in Appendix B) or a
mutually agreed date. For purposes of this DAF Purchase Agreement, “Supplier” means any
companies supplying the items to DigitalGlobe for the DAF.




	1.3	 	Title, Delivery, Installation and Related Matters.






(a) Title. Title to the DAF will pass to the Customer upon Acceptance of the DAF in
accordance with Section 6.2 below and final payment of the purchase price set forth in
Appendix D. Risk of loss of the DAF will pass to the Customer upon delivery of the DAF to
the End-User Facility.




(b) Delivery and Installation. The DAF will be shipped DDU (delivered duty unpaid) to
Customer or End-User Facility, as may be directed by Customer. Specifically, DigitalGlobe
will pay all costs of shipping the equipment to a port of entry in Japan and will arrange
for transportation to the Customer/End-User Facility once the DAF has cleared customs.
DigitalGlobe is not responsible for any duties, taxes, or other charges associated with
importing the DAF to Japan which costs shall remain the sole responsibility of the Customer
and/or End-User. Customer and DigitalGlobe will mutually determine the appropriate port of
entry. Provided that the Hitachi Equipment and the Facility has been prepared and made
available for installation purposes in accordance with Section 1.2, and provided all
necessary export and import authorizations have been obtained, installation of the DAF will
begin within ten (10) days following the DAF’s clearance of Japanese customs, as applicable,
and arrival at the Facility, or at a mutually agreed date. Customer will reimburse
DigitalGlobe for any additional transportation or storage expenses that DigitalGlobe incurs
due to delays or other unforseen problems in obtaining access to the Facility for purposes
of delivering and installing the DAF, except to the extent that such delays and problems are
caused exclusively by DigitalGlobe.




(c) Time of Performance




     (1) Delivery. The delivery of the DAF shall be performed in accordance with Appendix
D. DigitalGlobe shall deliver the DAF conforming to the requirements of this DAF Purchase
Agreement at such time, place and manner specified herein. The Parties agree that the
timely delivery of the DAF to the Customer is of the essence.




     (2) (2) Liquidated Damages. In the event that the DigitalGlobe WorldView-1 (“WV-1”)
satellite does not reach full operational capability (“FOC”) by [***Redacted***] such that
the downlink availability of the WV-1 satellite is delayed beyond [***Redacted***],
DigitalGlobe shall, subject to the cap set forth in Subsection 3 below, pay to Customer as
liquidated damages and not as a penalty an amount equal to [***Redacted***] of the total
purchase price for the DAF set forth in Appendix D. Said damages shall accrue following a
[***Redacted***] grace period (e.g., starting [***Redacted***]) for each day of delay beyond
June 30, 2008, until SAT is achieved, and shall be paid in arrears on a monthly basis on the
first day of each month. Customer shall not be entitled to liquidated damages in the event
the delay of SAT is caused or contributed to by Customer.



 









 






     (3) Cap; Exclusive Remedy. The maximum amount of liquidated damages payable by
DigitalGlobe hereunder shall be [***Redacted***]. Notwithstanding anything else in this
Agreement to the contrary, the liquidated damages specified in this Section
1.3(c) shall be Customer’s sole and exclusive remedy for any failure by DigitalGlobe to
deliver the DAF according to the delivery schedule in Appendix D.




(d) Security. Beginning when the DAF arrives at the Facility, the Customer will take
adequate measures to ensure the safety and security of the DAF, including prevention of
unauthorized access to the Facility, and unauthorized connection of the equipment to the
web.




(e) Export Laws, Import Laws, Taxation and Assistance. Both parties shall comply with any
and all applicable laws, rules and regulations of the govermental authorities concerned.
DigitalGlobe shall use commercially reasonable efforts to obtain all permits, licenses or
other approvals required under U.S. laws for the export of the DAF and Documentation (as
defined below) to Japan (the “Country”), and will pay any export duties and related taxes
and charges in connection with such exportation. The Customer shall use commercially
reasonable efforts to obtain any permits, licenses or other approvals required under the
Country’s laws for the importation, installation and operation or use of the DAF and
Documentation, and will pay any import duties and related taxes and charges in connection
with such importation, installation and operation or use. The Customer will also provide to
DigitalGlobe and its Suppliers such reasonable assistance with local authorities as may be
required to facilitate the shipment, import, delivery and installation of the DAF and
Documentation, as well as the provision of training and other services at the Facility. To
the extent DigitalGlobe becomes subject to any Taxes because of its performance under this
DAF Purchase Agreement, the Customer will pay to DigitalGlobe an amount equal to such Taxes
promptly after DigitalGlobe’s submission to the Customer of appropriate supporting
documentation showing the Taxes due.




	1.4	 	Restrictions on Resale or Re-export. The DAF and Documentation as well as any other
items for which DigitalGlobe or any Supplier obtained an export-related permit or license from
the U.S. Government, may not be sold, leased or otherwise conveyed, delivered or made
available to a third party other than the End-User, or exported out of the Country, without
DigitalGlobe’s prior written approval and compliance with any applicable U.S. licenses or
permits.
	 
	1.5	 	Equipment Configuration. Customer will not modify the equipment configuration
without the express written consent of DigitalGlobe. Any unauthorized modification will void
any warranty in Article 8 or performance obligation of DigitalGlobe. Customer is responsible
for obtaining technical data from other satellite vendors to support any modifications.





ARTICLE 2

DAF SOFTWARE





	2.1	 	Software License. Effective on the date of Acceptance, as defined in Section 6.2 (b)
of this DAF Purchase Agreement, DigitalGlobe hereby grants, and the Customer hereby 




 









 






	 	 	accepts,
subject to the terms and conditions of this DAF Purchase Agreement, a nonexclusive,
nontransferable and nonassignable license (the “Software License”) to use only the software
included with the DAF as specified in Appendix A and Appendix B and applicable updates thereof
(the “Software”); provided, however, that the Software License may be assigned to the End-User
to allow use of the DAF. This Software License is granted solely to allow the Customer and/or
End-User to operate the DAF in
accordance with this DAF Purchase Agreement and the Satellite Access Agreement. For purposes
of this DAF Purchase Agreement, “Satellite Access Agreement” means “Data Reception And
Distribution Agreement” between DigitalGlobe and the Customer effective as of September 15,
2005, and its amendments or memorundum thereafter. The Software License may be revoked upon
five (5) business days written notice by DigitalGlobe to the Customer, extendable at
agreement of the parties, in the event Customer or the End-User fail to comply with the
terms of this DAF Purchase Agreement, any Satellite Access Agreement, or any applicable
governmental approvals and/or licenses and such breach is not cured within five (5) business
days of the written notice, unless immediate revocation is required by the U.S. Government
due to the breach. At such time, if ever, as the applicable breach is cured and satellite
access is restored to the Customer and/or End-User, the Software License will be deemed
reinstated. The price for the Software License is included in the price established in
Appendix D.
	 
	2.2	 	Software LicenseTerm. Unless otherwise revoked as provided in Section 2.1 above,
Customer and/or End-User shall have a perpetual Software License to use the software included
in the DAF to operate the DAF in accordance with this DAF Purchase Agreement and the Satellite
Access Agreement. The parties agree that DigitalGlobe shall not have a corresponding
obligation to provide support for the Software beyond the life of the warranty provided in
Section 7.2 of this DAF Purchase Agreement. This Software License shall be subject to
termination if this DAF Purchase Agreement or Satellite Access Agreement are terminated for
default of the Customer and/or End-User.
	 
	2.3	 	Customer Covenants and Acknowledgments- Software.






(a) Title. As a licensee of the Software, the Customer acknowledges that DigitalGlobe
and/or its Suppliers (as appropriate) retain all title, copyright, trade secret and other
proprietary rights and interest in and to the Software including all such rights in any and
all copies of the Software. The Customer will keep, and will cause the End-User to keep,
the Software free of all claims, liens and encumbrances. No rights other than such
expressly granted rights are to be implied by or inferred from the Software License.




(b) Copies. Neither the Customer nor the End-User will make any copies whatsoever of all or
any portion of, or display or print the Software (provided that the Customer and/or End-User
shall be entitled to make a copy for back-up purposes only).




(c) No Outside Use. Neither the Customer nor the End-User will use the Software or related
Documentation in any manner to provide services or products to any party or entity, other
than in accordance with the Customer’s and/or End-User’s exercise of satellite access rights
or as otherwise set forth in writing by DigitalGlobe.




(d) Modification Prohibited. The Customer will not, and will ensure that the End-User does
not, modify, disassemble, or decompile the Software, or any portion of it, or attempt to
install or operate the Software other than on the DAF and in accordance with this DAF



 









 







Purchase Agreement. The Customer will, and will cause the End-User to, respect and not
remove, obliterate, or cancel from view any copyright, trademark or confidentiality notice,
mark, or legend appearing on any of the Software or related Documentation. Neither the
Customer nor the End-User will allow access to the software via the web without the proper
firewall protection and approval from DigitalGlobe.



ARTICLE 3

DOCUMENTATION





	3.1	 	Delivery. DigitalGlobe will deliver to the Customer the documentation identified on
Appendix B. Appendix B also indicates the anticipated delivery date for each Documentation
item from DigitalGlobe to Customer. The term “Documentation” includes any modifications
issued by DigitalGlobe and translations made by the Customer.
	 
	3.2	 	Use. The Customer will use, and will cause the End-User to use, the Documentation
only in connection with the operation of the DAF pursuant to this DAF Purchase Agreement. The
Documentation is DigitalGlobe Confidential Information and, in addition to any other
restrictions set forth herein, shall not be duplicated or disclosed to third parties without
the express written consent of DigitalGlobe.
	 
	3.3	 	Retained Rights. The Customer acknowledges, and will cause the End-User to
acknowledge, that DigitalGlobe and/or its Suppliers (as appropriate) retain all title,
copyright, trade secret and other proprietary rights and interest in and to the Documentation
and any other written materials DigitalGlobe provides to the Customer that are identified as
proprietary or confidential, including all such rights in any and all copies of the
Documentation and such other materials. The Customer will ensure that the Documentation is
kept free of all claims, liens and encumbrances. The Customer acknowledges, and will cause
the End-User to acknowledge, that DigitalGlobe and/or the Suppliers have reserved all rights
in and to the Documentation not expressly granted to the Customer and/or End-User under this
DAF Purchase Agreement.





ARTICLE 4

INTELLECTUAL PROPERTY





	4.1	 	Ownership of Intellectual Property.






(a) Intellectual Property Developed by the Customer. The Customer will own the entire
right, title and interest in all intellectual property, including without limitation
proprietary information, trade secrets, information, data, designs and inventions developed
independently by the Customer without the aid of any DigitalGlobe/Supplier Intellectual
Property (as defined below), and used in the performance of this DAF Purchase Agreement (the
“Customer Intellectual Property”), whether patentable or unpatentable.




(b) Intellectual Property Developed by DigitalGlobe and/or its Suppliers. DigitalGlobe
and/or its Suppliers, as appropriate, will own the entire right, title and interest in all
intellectual property, including without limitation proprietary information, trade secrets,
information, data, designs and inventions developed by DigitalGlobe



 









 







and/or its suppliers and
used in the performance of this DAF Purchase Agreement (the “DigitalGlobe/Supplier
Intellectual Property”), whether patentable or unpatentable.




	4.2	 	Intellectual Property License. DigitalGlobe hereby grants to the Customer, and with
the exception of permitted assignment to the End-User, a nonexclusive, non-transferable
royalty-free license (the “Intellectual Property License”) to use and sublicense End-User to
use the DigitalGlobe/Supplier Intellectual Property reflected or embodied in the DAF,
Software, Documentation, information, training and other services
provided to the Customer and/or the End-User pursuant to this DAF Purchase Agreement solely
in the exercise of access rights to be provided under the Satellite Access Agreement. This
license is limited in scope to the operation of the DAF pursuant to this DAF Purchase
Agreement and does not include rights to any Supplier or DigitalGlobe trademarks, tradenames
or other intellectual property. The Intellectual Property License may be revoked after five
(5) business days of written notice by DigitalGlobe to the Customer, extendable at the
agreement of the parties, upon Customer’s failure to comply with the terms of this DAF
Purchase Agreement, the Satellite Access Agreement, or any governmental approvals or
licenses and such breach is not cured within five (5) business days of the written notice,
unless immediate revocation is required by the U.S. Government due to the breach. At such
time, if ever, as the breach is cured and satellite access is restored to the Customer, the
Intellectual Property License will be deemed reinstated. The price for the Intellectual
Property License is included in the purchase price in Appendix D.
	 
	4.3	 	Term. Unless otherwise revoked under Section 4.2 above, the Intellectual Property
License shall last for a ten (10) year term that begins on the date of Acceptance, but shall
be subject to termination if the DAF Purchase Agreement or Satellite Access Agreement are
terminated for default of the Customer and/or End-User.
	 
	4.4	 	Customer Covenants. The Customer hereby acknowledges and agrees, and will cause the
End-User to acknowledge and agree, that the DigitalGlobe/Supplier Intellectual Property
constitutes and contains valuable proprietary information and trade secrets of DigitalGlobe
and its Suppliers, embodying substantial creative efforts and confidential information, ideas,
and expressions; and that the DigitalGlobe/Supplier Intellectual Property is confidential and
proprietary to DigitalGlobe. Accordingly, the Customer agrees to adopt, and will cause the
End-User to adopt, measures adequate to (i) ensure that its directors, officers, employees,
agents, or any other party related to Customer or End-User, whether by contract or otherwise,
will not disclose DigitalGlobe/Supplier Intellectual Property to other persons or legal
entities, and (ii) prevent unauthorized access to or use of the DigitalGlobe/Supplier
Intellectual Property. Neither the Customer nor End-User will duplicate or transfer the use
of all or any portion of the DigitalGlobe/Supplier Intellectual Property to any third party or
entity, without DigitalGlobe’s prior written consent, which consent may be withheld for any
reason whatsoever. Upon termination of this DAF Purchase Agreement, all physical embodiments
of the DigitalGlobe and/or Supplier Intellectual Property and other proprietary information,
including but not limited to documents, data, designs and specifications will be promptly
returned to DigitalGlobe or destroyed pursuant to DigitalGlobe’s direction. To the extent
that the Customer and/or End-User need to retain certain documentation to comply with legal
obligations (e.g. tax audit or accounting audit), DigitalGlobe will use reasonable efforts to
work with the Customer to accomodate such a request.




 









 











ARTICLE 5

OPERATIONS





	5.1	 	Operations. The Customer agrees, and will cause the End-User to agree, as follows
with respect to the operation of the DAF:






(a) Only Use DAF and Software. In recognition of the importance of maintaining the
technical integrity of the DigitalGlobe system and a consistently high level of quality and
uniformity for DigitalGlobe products, the Customer will use only Equipment provided under
this DAF Purchase Agreement in the exercise of its access rights.




(b) Personnel. The Customer will provide personnel to staff the DAF’s operational and
maintenance positions in accordance with Appendix C (the “Required DAF Personnel”). These
persons must be fluent in English (or Customer will arrange to have a translator provided by
the Customer and/or the End-User), and have the additional prerequisites set forth in
Appendix C, and be capable of being trained and certified by DigitalGlobe in the operation
and maintenance of the DAF. Those persons who successfully complete DigitalGlobe’s training
course will become “Certified Operators”.




(c) Conduct of Operations. The Customer will operate the DAF in accordance with the
Deliverable Documentation (as specified in Appendix B) and the DAF System Requirements set
forth in Appendix A. The Customer and/or End-User will at all times maintain physical,
operational and managerial control over the DAF. The Customer and/or End-User will ensure
that only Certified Operators trained in operating the DAF, or other personnel expressly
approved by DigitalGlobe, operate the DAF.




	5.2	 	Security and Access.






(a) Security. The Customer will implement and follow the security measures prescribed by
DigitalGlobe in the Documentation and/or will cause the End-User to do so. Customer and/or
End-User will not allow connection of equipment to the world wide web without installation
of a physical firewall.




(b) Access. The Customer will ensure that DigitalGlobe will have access to the Hitachi
Equipment and the Facility, at DigitalGlobe’s request and during normal business hours, for
the purposes of verifying the Customer’s and End-User’s compliance with this DAF Purchase
Agreement.



ARTICLE 6

ACCEPTANCE





	6.1	 	Factory Acceptance Test. DigitalGlobe shall perform a functional check-out of the
DAF and, based on this test, will provide the Customer with a certification so that the DAF’s
performance meets all the requirements established in Appendix A. DigitalGlobe agrees to
submit to the Customer a record of such check-out test and certification. The Customer will be
notified in advance of such test and, at its option and expense and subject to the timely
receipt of applicable U.S. Government, Canadian Government




 









 






	 	 	and/or other applicable export
approvals, the Customer and/or the End-User may observe this test.
	 
	6.2	 	Acceptance.






(a) Initial Installation Inspection. Promptly after the DAF is installed at the Facility,
the Customer and/or End-User may participate with the Suppliers and DigitalGlobe in an
initial check-out (the “Initial Installation Inspection”) of the DAF, at Customer’s expense,
to verify that all components are present and properly physically installed. At the
election of the Customer and/or End-User, this Initial Installation Inspection may take
place prior to the Site Acceptance Test (“SAT”), or at the beginning the SAT.




(b) Site Acceptance Test. DigitalGlobe will provide five (5) days notice to Customer of its
intent to administer the SAT. The Customer and/or End-User may, at their sole expense,
participate in the SAT. The SAT will be used to verify that the DAF is performing
substantially in accordance with the DAF Requirements. Subject to Section 6.2(c), upon such
verification by DigitalGlobe and acceptance by the Customer and End-User of the successful
completion of the SAT: (i) DigitalGlobe will accept the DAF from its Suppliers and will pass
control of the DAF to the Customer and/or End-User (“Acceptance”); (ii) the DAF will be
deemed accepted by the Customer and the End-User; and (iii) “ acceptance of the DAF will be
deemed to occur (“Acceptance”). Upon declaration of Acceptance, the Customer and/or
End-User will be able to exercise access rights to be granted under the Satellite Access
Agreement. The warranty period will begin at Acceptance.




(c) Discrepancies. In the event that the Customer and/or End-User believes the SAT reveals
any material discrepancies in performance as measured against the DAF System Requirements,
the Customer and/or End-User will notify DigitalGlobe in writing immediately following
completion of the SAT if the Customer and/or End-User believes that there are any problems
with the SAT results. Customer and/or End-User shall provide documentation of any such
discrepancy in the performance of the DAF that they believe exists. If DigitalGlobe agrees
that there are material discrepancies in the DAF’s performance, DigitalGlobe shall repair or
develop a work-around solution within thirty (30) days following DigitalGlobe’s receipt of
such notification. If DigitalGlobe disagrees that there are material discrepancies in the
performance of the DAF, DigitalGlobe shall provide documentation that the DAF is performing
according to the DAF System Specifications set forth in Appendix A. If the parties’efforts
to affect a solution within this thirty (30) day period fail, then both parties’ vice
presidents shall discuss, in good faith, issues in order to reach a mutually acceptable
accommodation within fifteen (15) days. If they fail to reach a mutually acceptable
accommodation within this fifteen (15) day period and if the parties cannot otherwise reach
a mutually acceptable accommodation, either party may submit the dispute to arbitration in
accordance with Article 11.3 of this DAF Purchase Agreement. At such time as the
discrepancies are resolved, Acceptance will be deemed to occur on the date of the
correction.




	6.3	 	Transition Period. During the first thirty (30) days after Acceptance (the
“Transition Period”), the Customer’s Certified Operators will assume their operational and
maintenance responsibilities under the supervision of on-site representatives of DigitalGlobe
and/or the Suppliers. As specified in Appendix B, on-site support will be provided by the
Suppliers for a period of seven (7) weeks from the SAT, three (3) weeks of which shall be
training.




 









 











ARTICLE 7

PRICE AND PAYMENT





	7.1	 	DAF, Software License, Intellectual Property License, and Initial Training. The
purchase price for the DAF and the Payment Schedule are set forth in Appendix D. The purchase
price for the DAF expressly excludes any and all taxes, charges, local license fees, local
insurance, and any other costs whatsoever (excepting costs of shipping the DAF, DDU). The
Customer will make its payments to this DAF Purchase Agreement in
U.S. Dollars within thirty (30) days following receipt of DigitalGlobe’s invoice(s). Payment
shall be made by wire transfer to DigitalGlobe at the following account:






[***Redacted***]




Any and all correspondence and inquiries concerning DigitalGlobe’s invoices shall be
addressed to the following:




DigitalGlobe Services Inc.,

Accounts Receivable

1601 Dry Creek Dr., Suite 260

Longmont, CO 80503 U.S.A.




Attention to: Karleen Ochs

Phone: 303-684-4034

Fax: 303-684-4512




The Customer shall make payment through the Alliances and Sourcing Division of Hitachi
America, Ltd. (“HAL”), which shall act as a disbursement agent for the Customer and shall
comply with the terms and conditions of this DAF Purchase Agreement. However, the Customer
shall remain fully liable for all payments due to DigitalGlobe hereunder. All invoices from
DigitalGlobe shall be sent to the following address.




Hitachi America, Ltd.

Alliances and Sourcing Division

2000 Sierra Point Parkway, MS: 670

Brisbane, CA 94005-1835




Attention to Mr. Cheng

Phone No. 1-650-244-7447




	7.2	 	Maintenance after Acceptance. For one (1) year after Acceptance, as defined in
Section 6.2(b) above, the cost of all maintenance to be performed by DigitalGlobe is included
in the price for the DAF. The annual maintenance fee is set forth in Appendix D.
Notwithstanding anything else herein to the contrary, the cost of carrying out maintenance
required because of the Customer’s failure to comply with the Documentation, as determined by
DigitalGlobe, will not be deemed covered by the purchase price set forth in this Section, and
will be paid for separately by the Customer promptly on receipt of DigitalGlobe’s invoice.




 









 






	7.3	 	Payments Free and Clear of Taxes. All of the Customer’s payments under this DAF
Purchase Agreement will be made free and clear of any Taxes (as defined in Section 1.3(e)
hereof) whatsoever imposed in the Country. To the extent the Customer is required to withhold
Taxes 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 not been required to be
withheld. The Customer will provide to DigitalGlobe copies of such documentation as is
necessary to establish the amount of Taxes withheld in connection with such payment.
	 
	7.4	 	Income Tax Exemption. To apply for the income tax exemption on royalties paid
by the Customer to DigitalGlobe under the Japan-U.S. Income Tax Convention, DigitalGlobe shall
provide following documents to the Customer within ninety (90) days upon signing
this DAF Purchase Agreement or by the day before the payment is made, whichever comes first:






(a) Two (2) sets of signed original copies of Tax Application Forms;




(b) Two (2) sets of signed original Attachment Form For Limitation on Benefits Article; and




(c) Two (2) original copies of Residency Certification Letter, IRS Form 6166.




The Customer agrees to provide such reasonable assistance as may be required by DigitalGlobe
in providing the documents in sections (a) and (b) above to DigitalGlobe within thirty (30)
days of the signing of this DAF Purchase Agreement.




Unless otherwise directed by Japan tax authorities, DigitalGlobe shall provide all three (3)
documents listed above every one (1) or three (3) years in accordance with the prescribed
period stipulated in instruction No.2 of INSTRUCTIONS FOR “ATTACHMENT FORM FOR LIMITATION ON
BENEFITS ARTICLE” (Japanese Form 17) for the periods during which this DAF Purchase
Agreement remains effective and royalty payments continue. The Customer may hold payments
to DigitalGlobe until the Customer receives all three sets of documents listed above.



ARTICLE 8

EQUIPMENT AND SOFTWARE WARRANTIES





	8.1	 	Warranty of Title.






(a) Title. DigitalGlobe warrants that: (i) immediately before title to the DAF passes to
the Customer, DigitalGlobe will have the right under its agreements with the Suppliers to
sell the DAF to the Customer under this DAF Purchase Agreement; (ii) it is or will be, at
the time of delivery of the DAF, the Software and the Documentation, the joint owner or
licensee of the Software and the Documentation and has or will have the right and authority
to grant the Software License to the Customer and provide the Documentation to the Customer;
(iii) the Customer’s and/or End-User’s use of the Software and Documentation as contemplated
by this DAF Purchase Agreement and the Satellite Access Agreement will not infringe any
third party’s proprietary rights in the Software or Documentation; and (iv) it is the owner,
joint owner or licensee of the DigitalGlobe/Supplier Intellectual Property and has the right
and authority to convey and grant the Intellectual Property License to the Customer and to
allow assignment to the End-User.



 









 






(b) Indemnification of the Customer. DigitalGlobe agrees to indemnify and defend Customer,
its managers, directors, officers, agents, employees, suppliers and End-User from and
against all damages, costs and expenses, including reasonable attorneys fees, that Customer
and/or End-User incur(s) as a direct result of a third-party claim which, if true, would
constitute a breach of DigitalGlobe’s warranty in Section 8.1 (a) above (an “Infringement
Claim”) so long as: (i) the Customer promptly notifies DigitalGlobe in writing of the
Infringement Claim; (ii) DigitalGlobe or the relevant Supplier has sole control of the
settlement or defense of any action to which this indemnity relates; and (iii) the Customer
uses best commercial efforts and cooperates with DigitalGlobe in every reasonable way to
facilitate such defense or settlement, provided, further, that any settlement of such
Infringement Claim which affects Customer’s rights hereunder is conditioned on Customer’s
prior written consent.




(c) Limitation on Indemnification of the Customer. Notwithstanding the foregoing,
DigitalGlobe will have no liability for any Infringement Claim based on the Customer’s
and/or End-User’s (i) use of Software in a manner exceeding the scope of rights granted to
the Customer under this DAF Purchase Agreement; (ii) use of the Software in any manner
inconsistent with this DAF Purchase Agreement; (iii) use of the Software after
DigitalGlobe’s written reasonable notice that the Customer should cease use of the Software
due to an Infringement Claim; (iv) combination of the Software with a non-DigitalGlobe
program or data if such Infringement Claim would have been avoided had such combination not
occurred; (v) use of the Software outside the Facility; or (vi) use of other than the latest
version of the Software, if such Infringement Claim could have been avoided by use of the
latest version and such latest version has been made reasonably available to the Customer by
DigitalGlobe’s notice to the Customer. The Customer hereby releases and discharges
DigitalGlobe from any and all Infringement Claims of the kind described in this Section 8.1
(c), and the Customer agrees to indemnify and defend DigitalGlobe, its managers, directors,
officers, agents, employees and suppliers from and against all damages, costs and expenses,
including reasonable attorneys’ fees, that DigitalGlobe incurs as a result of such an
Infringement Claim.




	8.2	 	Performance Standards and Warranties. (a) Warranty. DigitalGlobe warrants that,
after Acceptance, the DAF will perform substantially in accordance with the DAF System
Requirements contained in Appendix A. DigitalGlobe warrants that the DAF components purchased
by DigitalGlobe are new and up to date. DigitalGlobe has advised Customer that portions or
all of the DAF components may have previously been placed into service during testing and
integration of the system for sale thereof to Customer. DigitalGlobe warrants that the
Equipment and Software purchased by the Customer shall be under the warranty of DigitalGlobe
for a period of twelve (12) months beginning from the date of Acceptance. Notwithstanding
anything else in this DAF Purchase Agreement to the contrary, Customer’s sole and exclusive
remedy and the sole obligation of DigitalGlobe and its Suppliers in the event the DAF fails to
comply with this warranty is repair or replacement, at DigitalGlobe’s election, of the
defective DAF component, or portions thereof. The warranty given hereunder does not extend to
any performance discrepancy that is primarily due to the Customer’s and/or End-User’s failure
to operate and maintain the DAF in accordance with the Documentation or the failure for the
Hitachi Equipment to meet any of its specifications.




 









 












(b) Documentation of Performance Discrepancies. Customer and/or End-User shall provide
documentation of any such discrepancy in the post-Acceptance performance of the DAF that
they believe exists. If DigitalGlobe disagrees that there are material discrepancies in
the performance of the DAF, or if DigitalGlobe concludes that the discrepancies are
primarily due to the Customer’s and/or End-User’s failure to operate and maintain the DAF in
accordance with the Documentation, or that the discrepancies are due the failure for the
Hitachi Equipment to meet any of its specifications, DigitalGlobe shall provide
documentation that the DAF is performing according to the DAF System Specifications set
forth in Appendix A. If the parties are unable to agree on the cause of the discrepancy
within a thirty (30) day period, then both parties’ vice presidents shall discuss, in good
faith, issues in order to reach a mutually acceptable accommodation within fifteen (15)
days. If the parties fail to reach a mutually acceptable accommodation within this fifteen
(15) day period and if the parties cannot otherwise reach a mutually acceptable
accommodation, either party may submit the dispute to arbitration in accordance with Article
11.3 of this DAF Purchase Agreement.




	8.3	 	Disclaimer of Warranties. THE WARRANTY STATED IN THIS ARTICLE 8 IS THE SOLE AND
EXCLUSIVE WARRANTY OFFERED BY DIGITALGLOBE AND THE SUPPLIERS WITH RESPECT TO THE DAF AND ALL
COMPONENTS THEREOF, EXPRESSLY INCLUDING THE SOFTWARE. THERE ARE NO OTHER WARRANTIES
RESPECTING THE DAF 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 ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF DIGITALGLOBE UNDER
THIS ARTICLE 8.
	 
	8.4	 	Limitation of Liability. IN NO EVENT SHALL ANY PARTY HEREOF, ANY RELATED PARTY OF A
PARTY HEREOF, OR ANY SUPPLIER OF SUCH PARTY BE LIABLE TO THE OTHER PARTY FOR ANY
CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY
LOSS-OF-PROFIT, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, OR OTHER SUCH DAMAGES, ARISING OUT OF
GOODS OR SERVICES TO BE PROVIDED AND USED UNDER THIS AGREEMENT. FURTHER, IN NO EVENT SHALL
ANY LIABILITY OF DIGITALGLOBE UNDER THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER
TO DIGITALGLOBE HEREUNDER.





ARTICLE 9

GENERAL REPRESENTATIONS AND WARRANTIES





	9.1	 	By Both Parties.






Each party represents that:




(a) it is duly organized, properly financed, and validly existing and in good standing under
laws of the jurisdiction of its organization;



 









 






(b) it has all necessary corporate or partnership (as the case may be) power and authority
to sign, deliver and perform this DAF Purchase Agreement, and has taken all action necessary
to authorize such signature, delivery and performance;




(c) following execution by the other party and, as to DigitalGlobe, the obtaining of all
required U.S. Government approvals, this DAF Purchase 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 other similar 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.



ARTICLE 10

TERM OF AGREEMENT



The following provisions relate soley to the Software and Intellectual Property Licenses, and other
provisions that specifically relate to operation of the DAF. The purchase of the DAF is not
subject to any term restrictions and full title will transfer upon Customer Acceptance and receipt
by DigitalGlobe of final payment.





	10.1	 	Commencement. This DAF Purchase Agreement will commence upon the execution by both
Parties hereto and shall be conditioned upon the receipt of all prerequisite regulatory
approvals. Unless otherwise specified herein, and subject to Section 10.4, the term and of
this DAF Purchase Agreement and the obligations of the Parties hereunder shall end when the
SAT and the post-SAT obligations specified in Appendix B are completed.
	 
	10.2	 	EarIy Termination. This DAF Purchase Agreement may be terminated before the
expiration of its term, only as follows:






(a) By Mutual Agreement. This DAF Purchase Agreement may be terminated by the mutual
agreement of the parties.




(b) For Default. Either party may terminate this DAF Purchase Agreement
immediately upon written notice if: (i) the other 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 the others assets; (ii) a substantial portion of the other party’s assets
becomes the subject of foreclosure proceedings, or is seized by a Government Entity, or
is the subject of a lien or levy that is executed; or (iii) subject to Section 1.3(c)
and Section 8.2 above, the other party (or the End-User) commits a breach of a material
provision of this DAF Purchase Agreement (including the provisions of the Software
License and failure to pay monies owed) and, if the breach is curable, does not either
cure such breach, or take reasonable steps to cure such breach within thirty (30) days,
or such other time period as may be expressly agreed to by the parties in writing,
after being notified of the breach by the non-breaching party (five (5) business days
in the case of the Customer’s failure to make a payment to DigitalGlobe required under
this DAF Purchase Agreement).



 









 






Any action that endangers the health and safety of the Satellites or deliberately interferes
with other ground station operations is considered a material breach of this DAF Purchase
Agreement. In the event of termination for default for lack of payment of the purchase
price hereunder, the Customer will be responsible for all costs incurred to return the DAF
and any related equipment to DigitalGlobe, including but not limited to labor, packing and
shipping costs. The Customer ensure that DigitalGlobe and its Suppliers or other designees
are given prompt access to the Facility for purposes of packing and shipping the DAF in the
event of termination for default.




(c) Force Majeure. Either party may terminate this DAF Purchase Agreement as provided in
Section 11.13.




	10.3	 	Survival. Termination for whatever reason will not affect the rights and
obligations of the parties under Articles 8, 2.1, 2.2, 4.1, 4.2, 7.2, 11.1, 11.2 and 11.3
(“Surviving Rights and Obligations”), which will survive any termination.
	 
	10.4	 	Consequences of Termination. At termination, all other rights and obligations under
this DAF Purchase Agreement will terminate. If DigitalGlobe terminates this DAF
Purchase Agreement, DigitalGlobe shall retain any other rights and remedies it may have
under applicable law. If the Customer terminates this DAF Purchase Agreement for default of
DigitalGlobe, the Customer shall be entitled to a full refund of all amounts paid hereunder,
provided that Customer shall return all Documentation, equipment, software and other
components of the DAF that have been delivered to the Customer to that time. In other cases
of termination, neither party will have any further liability or obligation to the other,
except for: (i) accrued but unpaid obligations to pay money; and (ii) Surviving Rights and
Obligations. All software and documentation relating to satellite tasking shall be returned
to DigitalGlobe and all keys, codes and similar items, or shall be destroyed by Customer and
a certificate of destruction shall be issued to DigitalGlobe.





ARTICLE 11

MISCELLANEOUS





	11.1	 	Governing Law. This DAF Purchase Agreement will be governed by the internal laws
(without regard to conflict of law principles) of the State of New York, U.S.A.
	 
	11.2	 	Disputes. The parties agree that they shall use best commercial efforts to resolve
any
dispute arising out of this agreement, including any dispute concerning the meaning of its
terms and the parties’ performance or failure to perform their obligations thereunder.
	 
	11.3	 	Arbitration.






(a) ICC Arbitration. All disputes arising in connection with this DAF Purchase Agreement
will be finally settled under the Rules of Conciliation and Arbitration of the
International Chamber of Commerce (the “ICC Rules”) by three arbitrators appointed in
accordance with the ICC Rules. The place of arbitration will be New York, New York, U.S.A.
The arbitrators will determine the matters in dispute in accordance with New York law.
The arbitration will be conducted in English. The award of the arbitrators (i) will be the
exclusive remedy between the parties regarding any claims, counterclaims, issues or
accounting presented or pled to the arbitrators; and (ii) will be made, and will



 









 







be
promptly payable, in dollars, free of any tax, deduction or offset. Punitive, consequential
or incidental damages will not be awarded. The award will include interest from the date of
any damages incurred for breach of the contract, and from the date of the award until paid
in full, at a rate to be fixed by the arbitrators, but in no event less than the LIBOR
Rate. Notices in connection with the arbitration will be governed by Section 11.9. To the
extent a party to this DAF Purchase Agreement is a Government Entity or is owned in whole
or in part by a Government Entity, it hereby irrevocably waives any claim to immunity,
whether now existing or hereafter acquired, in regard to any proceedings in connection with
an arbitration or arbitral award pursuant to this DAF Purchase Agreement, including
immunity from service of process, immunity from pre- or post-judgment attachment, immunity
from jurisdiction of any court, and immunity of any of its property from execution.




(b) Costs. If either party incurs legal fees or any other expense to enforce any
obligation of the other party under this DAF Purchase Agreement, or to investigate or
defend against any claim or action by such other party under this DAF Purchase Agreement,
the prevailing party (as determined by the Arbitrators) will be entitled to
recover its reasonable legal and other expenses from the other party in accordance with
Article 20(l) of the ICC Rules.




	 	11.4	 	Language of the Agreement. This DAF Purchase 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.
	 
	 	11.5	 	Nature of Relationship. Each party to this DAF Purchase Agreement is an
independent contractor, and this DAF Purchase Agreement does not make either party a partner
or agent of the other party. Neither party has, nor will it represent to third parties that
it has, any right or authority to act for or obligate the other party in any way. This DAF
Purchase Agreement does not create a joint venture, partnership, trust, agency or other
association of any kind.
	 
	 	11.6	 	Entire Agreement. This DAF Purchase Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof. They supersede any previous written or
oral understandings and agreements of every kind relating to such subject matter, expressly
excepting, however, the Satellite Access Agreement.
	 
	 	11.7	 	Severability of Provisions. If any provision of this DAF Purchase Agreement is
held unenforceable, the provision will be severed from the rest of this DAF Purchase
Agreement, which will remain in force; provided, however, that if the severed provision is
reasonably deemed by the party asserting its validity to be essential to the purposes of this
DAF Purchase Agreement, the parties will negotiate an amendment to this DAF Purchase Agreement
that realigns the benefits and burdens of the respective parties so that they most nearly
approximate those originally intended. If the parties are not able to reach agreement on such
amendment, they will submit the issue to arbitration under Section 11.3.
	 
	 	11.8	 	Assignment; Binding Nature. Neither party may assign its rights or obligations
under this DAF Purchase Agreement, without the express written consent of the other party.
The following will not constitute a prohibited assignment: (i) DigitalGlobe’s merger with
another entity, sale of all or substantially all of its assets to another entity, or a change
in its form of incorporation or association (i.e. conversion from limited partnership to




 









 






	 	 	 	corporate or other form); (ii) any change in the ownership of DigitalGlobe provided the DAF
Purchase Agreement shall inure to the benefit of, and be binding upon, any successor or assign
without restriction.
	 
	 	11.9	 	Notices. Any notice, request or other communication (a “Notice”) under this DAF
Purchase Agreement must be in writing, signed by an authorized person of the sending party and
sent to the address of the receiving party indicated below. A party may change its address
for this purpose by sending a Notice to the other party. Notices may be sent by international
courier (such as FEDEX, UPS or DHL) Notices will be effective when actually received, as
attested by the courier.






If to DigitalGlobe:




DigitalGlobe, Inc.

Attention: Jeff Kerridge

1601 Dry Creek Road, Suite 260

Longmont, Colorado U.S.A. 80503




Telephone: 303-684-4080

Facsimile: 303-684-4570




If to the Customer:




Hitachi Software Engineering Co., Ltd.

Attention: [**Redacted**]

4-12-7 Higashi-Shinagawa

Shinagawa-ku, Tokyo 140-0002




Telephone: [**Redacted**]

Facsimile: [**Redacted**]




	11.10	 	Notice of Export Permits, Licenses and Insurance. DigitalGlobe will provide
Customer with written notice at such time that DigitalGlobe obtains the U.S. Government export
permits, licenses and insurance required under Appendix B of this Agreement. Such notice will
be sent to the Customer address specified in Section 11.9 above.
	 
	11.11	 	Future Assurances. Each party will use commercially reasonable efforts to cooperate
with the other in obtaining required license, permits or other required approvals and
otherwise causing the transactions contemplated by this DAF Purchase 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 DAF Purchase Agreement and compliance with law.
	 
	11.12	 	Headings; Section References; Precedence. The headings of this DAF Purchase
Agreement are for convenience and are not to affect the interpretation of this DAF Purchase
Agreement. All references to Articles, Sections, Clauses or Appendices are, unless otherwise
specified, to the Articles, Sections, Clauses and Appendices of this




 









 






	 	 	DAF Purchase Agreement.
If there is any inconsistency between the body of this DAF Purchase Agreement and any Appendix
or related agreement or document, the body of this DAF Purchase Agreement will take
precedence.
	 
	11.13	 	Force Majeure.






(a) Generally. Performance under this DAF Purchase Agreement (other than the obligation to
pay money) is subject to events of force majeure, including, but not limited to: events
provided by applicable law, insurrections, riots, wars, explosions, acts of Government
Entities, strikes (except in connection with each party’s activities and operations), fires,
accidents, acts by terrorists or criminals, floods, inclement weather, epidemics,
Government-imposed quarantine restrictions, embargoes or any similar occurrence beyond the
reasonable control, and without fault or negligence, of the party affected. Force majeure
does not include the failure of the DAF to operate in accordance with the DAF System
Requirements, the remedies for which are provided in the Satellite Access Agreement. Force
majeure will not affect or excuse any obligation under this DAF Purchase Agreement to pay
money.




(b) Notice. If, because of an event of force majeure, either party is unable to carry out
any of its obligations (other than payment obligations as specified above) under this
DAF Purchase Agreement, that party (the “notifying party”) will promptly notify the other
party in writing and include an explanation of the event and its anticipated effects.




(c) Suspension. If an event of force majeure has occurred, and notice is given as provided
above, the obligations (other than payment obligations as specified above), of the notifying
party will be suspended to the extent, and for as long as, the force majeure prevents
performance. The party will, however, be obligated to use commercially reasonable efforts
to eliminate the effects of the force majeure as fully and as quickly as possible (but this
obligation does not require it to accede to any third-party demands the notifying party
considers unreasonable). A party claiming an event of force majeure will promptly notify
the other party in writing of the termination of the effects of the event.




(d) Termination. If obligations under this DAF Purchase Agreement are suspended under
Section 11.13(c) for a period exceeding one hundred eighty (180) consecutive days, and if
the cause of the suspension is reasonably deemed likely by either party to impair materially
and permanently the value to it of this DAF Purchase Agreement taken as a whole, either
party may terminate this DAF Purchase Agreement upon thirty (30) days written notice.




	11.14	 	Third-Party Beneficiaries. All Suppliers of DigitalGlobe are hereby designated
express third-party beneficiaries of the Customer’s acknowledgments and covenants in Articles
2, 3, 4, and 8 of this DAF Purchase Agreement.
	 
	11.15	 	Expenses. Each party will be responsible for its own expenses incurred in
entering into and performing this DAF Purchase Agreement. Except as otherwise provided
hereunder, each party will be responsible for its own governmental filing fees and other
governmental charges payable in connection with its activities under this DAF Purchase
Agreement.
	 
	11.16	 	Effectiveness. Notwithstanding anything else in this DAF Purchase Agreement to
the contrary, it is an express condition precedent to the effectiveness of this DAF Purchase




 









 






	 	 	Agreement that DigitalGlobe receives all required export and other U.S. Government approvals.





Each party has caused this DAF Purchase Agreement to be signed on its behalf by a duly authorized
representative.



	 	 	 	 	 	 	 	 	 	 	 
	DIGITALGLOBE, INC.	 	 	 	HITACHI SOFTWARE ENGINEERING CO., LTD.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Title:

	 	/s/ Bettina Eckerle
 

General Counsel
	 	 
	 	By:

Title:
	 	/s/ Shigeru Kono
 

Manager, Procurement Department
	 	 
	Date:

	 	April 3, 2007
	 	 	 	Date:
	 	March 26, 2007	 	 






 









 





Appendix A




DAF SYSTEM REQUIREMENTS




For the Hitachi

WorldView Direct Access Facility

Purchase Agreement




RESTRICTION ON USE, PUBLICATION, OR DISCLOSURE OF

PROPRIETARY INFORMATION



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




DigitalGlobe Proprietary and Confidential

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




1









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	DIRECT ACCESS FACILITY (DAF) SYSTEM REQUIREMENTS	 	 	5	 
	 
	 	 	 	 	 	 
	1

	 	Interface Requirements
	 	 	6	 
	 
	 	 	 	 	 	 
	2

	 	Functionality Requirements
	 	 	10	 
	 
	 	 	 	 	 	 
	3

	 	Performance Requirements
	 	 	20	 
	 
	 	 	 	 	 	 
	4

	 	Customer Configuration Requirements
	 	 	22	 
	 
	 	 	 	 	 	 
	5

	 	Antenna System Requirements
	 	 	23	 
	 
	 	 	 	 	 	 
	6

	 	Product Specification Requirements
	 	 	26	 
	 
	 	 	 	 	 	 
	7

	 	DAF Operator Duties for Manual Interfaces
	 	 	30	 






DigitalGlobe Proprietary and Confidential

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




2









 








LIST OF ACRONYMS




	 	 	 
	Acronym	 	Description
	A
	 	 
	ASCII

	 	American Standard Code for Information Interchange
	C
	 	 
	CGT

	 	Customer Ground Terminal
	CPS

	 	Collection Planning System
	D
	 	 
	DAF

	 	Direct Access Facility
	DAP

	 	Direct Access Program
	DDL

	 	Direct Downlink
	DEM

	 	Digital Elevation Model
	DG

	 	DigitalGlobe
	DT

	 	Direct Tasking
	DTED

	 	Digital Terrain Elevation Data
	DVD

	 	Digital Versatile Disc
	F
	 	 
	FTP

	 	File Transfer Protocol
	G
	 	 
	GCP

	 	Ground Control Point
	GS

	 	Ground System
	I
	 	 
	IAD

	 	Imagery Ancillary Data
	IT

	 	Indirect Tasking
	M
	 	 
	MS

	 	Multi-Spectral
	N
	 	 
	NB

	 	Narrow Band
	NITF

	 	National Imagery Transmission Format
	NOAA

	 	National Oceanic and Atmospheric Administration
	NRE

	 	Non-Recurring Engineering
	O
	 	 
	OHS

	 	Order Handling System
	P
	 	 






DigitalGlobe Proprietary and Confidential

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





3









 








	 	 	 
	Acronym	 	Description
	PAN

	 	Panchromatic
	PS

	 	Production System
	Q
	 	 
	R
	 	 
	RF

	 	Radio Frequency
	RFI

	 	Request For Information
	RFP

	 	Request for Proposal
	S
	 	 
	SCS

	 	Satellite Communication System
	T
	 	 
	TB

	 	TerraByte
	TBC

	 	To Be Confirmed
	TBD

	 	To Be Determined
	V
	 	 
	VGT

	 	Virtual Ground Terminal
	W
	 	 
	WV-1

	 	WorldView-1
	WV-2

	 	WorldView-2
	WV-1/2

	 	WorldView 1 and WorldView 2
	WB

	 	Wideband






DigitalGlobe Proprietary and Confidential

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




4









 








Direct Access Facility (DAF) System Requirements



The intent of these Requirements is to provide a Direct Access Facility (DAF) that the Customer
and/or End-User can use for planning and scheduling satellite image collections, tasking the
satellite for the collects and receiving the data, processing satellite data into useful images,
and archiving and delivering the data to end users.



The DAF supports two main operational scenarios:





	 	1.	 	Direct Tasking and Direct Downlink





	 	  	–   	 Used for in-communication cone operations on a descending pass (i.e.,
daylight imaging).
	 
	 	  	–   	Requires a reserved Satellite Access Window, which contains an uplink
portion at the beginning of the window and a return to “handoff orientation”
maneuver at the end of the window; imaging, maneuvering, and downlink occurs in the
rest of the window.
	 
	 	  	–   	DAF imagery that is not directly downlinked within the same Satellite
Access Window as it is collected in is downlinked to the DG GS, and sent to the DAF
electronically as Encrypted Raw Imagery and Ancillary Data; this electronic
delivery mechanism is called VGT delivery.






	 	2.	 	Area-Based Indirect Tasking and Virtual Ground Terminal (VGT) Delivery





	 	 	– 	Used primarily for out-of-communication cone operations on a descending
pass.
	 
	 	 	– 	 A Satellite Access Window is not reserved; instead, the DAF submits
area orders to the DG GS.
	 
	 	 	– 	 DG GS may satisfy the requested area through the collection of new
imagery or through data that already exists in the DG ImageLibrary.






	 	•	 	All DG ImageLibrary Data is delivered to the DAF
electronically (i.e., VGT delivery) as Level 0 Products






	 	 	– 	 Two commercial tasking levels are available for the collection of new imagery:






	 	•	 	Premium tasking level






	 	•	 	Ordered imagery is delivered to DAF
electronically (i.e., VGT delivery) as Encrypted Raw Imagery and
Ancillary Data.
	 
	 	•	 	Imagery is owned by DAF.






	 	•	 	Standard commercial tasking level






	 	•	 	Ordered imagery is delivered to the DAF
electronically (i.e., VGT delivery) in Level 0 Product format.
	 
	 	•	 	Imagery is owned by DG GS.




The DAF requirements can be broken into three areas, which are outlined in the following sections:





	 	o	 	Interfaces
	 
	 	o	 	Functionality
	 
	 	o	 	Performance




It is understood that certain requirements may change as mutually agreed between DigitalGlobe and
Customer,i as the program evolves. In particular, interface




DigitalGlobe Proprietary and Confidential

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




DAF SOW Technical Requirements


5









 







requirements may change as long as they do not fundamentally affect the functionality of the DAF.




1 Interface Requirements



Table 1 provides descriptions of the interfaces to the DAF and also indicates which scenario(s) the
interface is applicable to. A preliminary allocation to a DAF is provided for information only,
and should not be viewed as being part of the requirement. Table 1 also indicates at which Site
Acceptance Test (SAT) each requirement will be tested. The DAF SAT will be conducted with WV-1
data. The requirements tested at the WV-2 SAT will be conducted with WV-2 data.



Not all of the interfaces and data sources required for processing image data and for other DAF
functions are specifically identified in the requirements below, since these will be resolved
during the design process.




Table 1 – Direct Access Facility (DAF) Interface Requirements




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Preliminary	 	Applicable	 	Applicable
	Requirement	 	 	 	Allocation to	 	Operational	 	SAT for
	Number	 	Description	 	DAF System	 	Scenarios	 	Testing
	DAP_DAF_0010

	 	The DAF shall receive Product Orders from
End-users. 


The Product Order shall specify the
attributes of the imagery needed to create
the product (such as maximum percentage
cloud cover), and the desired product
level and processing parameters.


The Product Order shall support the
product levels and options specified in
Section 1.4 of this Appendix.


Note: The Product Orders received have
already been verified as coming from
Endusers with valid accounts that have
passed Denied Party List screening.
	 	OHS
	 	WV-1/2 Direct
Tasking (DT) and
Direct Downlink
(DDL) 


WV-1/2 Area-Based
Indirect Tasking
(IT) and VGT
Delivery
	 	DAF SAT

WV-2 SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0020

	 	The DAF shall provide a Product Order
Acknowledgement to an Enduser for each
Product Order received from that End-user.
	 	OHS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0030

	 	The DAF shall provide a Product Order
Feasibility Proposal to an End-user for
each Product Order received from that
End-user. 


The Product Order Feasibility Proposal
shall specify the production and physical
collection feasibility of the Product
Order and a list of archive images that
could be used; if the Product Order is
infeasible, an alternative proposal is
presented.
	 	OHS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1100

	 	The DAF shall assess the production
feasibility of a Product Order and include
the result in the corresponding Product
Order Feasibility Proposal.
	 	OHS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT






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	 	 	 	 	Preliminary	 	Applicable	 	Applicable
	Requirement	 	 	 	Allocation to	 	Operational	 	SAT for
	Number	 	Description	 	DAF System	 	Scenarios	 	Testing
	DAP_DAF_0040

	 	The DAF shall receive a Product Order
Feasibility Proposal Confirmation from an
End-user for each Product Order
Feasibility Proposal provided to that
End-user. 


The Product Order Feasibility Proposal
Confirmation specifies whether the Product
Order Feasibility Proposal has been
accepted.
	 	OHS
	 	WV-1/2 DT and DDL


WV-1/2 Area Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0050

	 	The DAF shall provide Product Order Status
to an End-user for each Product Order
received from that End-user. 


The Product Order Status shall specify the
current status of a Product Order that is
being processed.
	 	OHS
	 	WV-1/2 DT and DDL


WV-1/2 Area Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0060

	 	The DAF shall send a Product to an
End-user for each Product Order
Feasibility Proposal that has been
confirmed by the End-user with a Product
Order Feasibility Proposal Confirmation. 


The Product shall match the specifications
of the confirmed Product Order Feasibility
Proposal.
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0070

	 	The DAF shall receive Speculative Order
Information from End-users which specify
the general areas for which they may be
interested in later ordering imagery. 


Note: speculative orders are defined as
low priority orders.
	 	CPS
	 	WV-1/2 DT and DDL 


WV-1/2 Area Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0090

	 	The DAF shall receive satellite specific
Predicted Ephemeris from the DG GS.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0170

	 	The DAF shall send a Downlink Plan to the
DG GS for each approved Satellite Access
Window. 


The Downlink Plan shall include the
downlink plan for all the images collected
within a Satellite Access Window, with the
following options available:
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 

	 	•    Direct downlink in the same
window as it was collected.
	 	 	 	 	 	 
	 

	 	•    VGT delivery, in which imagery
is downlinked to the DG GS, and sent to the
DAF electronically.
	 	 	 	 	 	 
	 

	 	Note: this plan does not include the
location of the targets collected.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0210

	 	The DAF shall send WV-1 Satellite Access
Window Tasking Parameters to the DG GS for
each approved Satellite Access Window. 


The WV-1 Satellite Access Window Tasking
Parameters shall specify the imaging,
maneuvering and downlink activities to be
performed in Satellite Access Windows.
	 	SCS
	 	WV-1 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0220

	 	The DAF shall receive WV-1 Encrypted
Spacecraft Commands (Not RF) from the DG
GS for each set of Satellite Access Window
Tasking Parameters sent to the DG GS. 


Note: the WV-1 Encrypted Spacecraft
Commands (Not RF) will specify the
imaging, maneuvering and downlink
activities to be performed in Satellite
Access Windows.
	 	SCS
	 	WV-1 DT and DDL
	 	DAF SAT(1)






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	 	 	 	 	Preliminary	 	Applicable	 	Applicable
	Requirement	 	 	 	Allocation to	 	Operational	 	SAT for
	Number	 	Description	 	DAF System	 	Scenarios	 	Testing
	DAP_DAF_0230

	 	The DAF shall receive satellite specific
WideBand (WB) Downlink Decryption Keys
from the DG GS. 


Note: the WB Downlink Decryption Keys are
used by the DAF to decrypt the imagery and
ancillary data that it receives by:
•   direct
downlink (WV-1/2 DT and
DDL scenario), and 

•   Encrypted Raw Imagery and
Ancillary Data (WV-1/2 DT and DDL scenario
and WV-1/2 Area-Based IT and VGT Delivery
with Premium Level Tasking Only scenario)

	 	PS
	 	WV-1/2 DT and DDL


WV-1/2
Area-Based
IT and VGT
Delivery
with Premium
Level Tasking
Only
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0240

	 	The DAF shall receive satellite specific
NarrowBand (NB) Downlink Decryption Keys
from the DG GS. 


Note: the NB Downlink Decryption Keys are
used by the DAF to decrypt the Uplink
Acknowledgements received from the WV-1 or
WV-2 Satellite.
	 	PS
	 	WV-1/2 DT
and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0250

	 	The DAF shall receive WV-2 Uplink. Encryption Keys from the DG GS. 


Note: the WV-2 Uplink Encryption Keys are
used by the DAF to encrypt the WV-2 SBand
Satellite Access Window Tasking Parameters
that it uplinks to the satellite.
	 	SCS
	 	WV-2 DT and DDL
	 	WV-2 SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0280

	 	The DAF shall receive satellite specific
Refined Attitude and Ephemeris from the DG
GS, which consist of refined attitude and
ephemeris measurements, and corresponding
uncertainty estimates, at regular
intervals of time.
	 	PS
	 	WV-1/2 DT and DDL
	 	DAF SAT(1)
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0290

	 	The DAF shall receive Encrypted Raw
Imagery and Ancillary Data from the DG GS
via electronic delivery (i.e., VGT
delivery). Encrypted Raw Imagery and
Ancillary Data consists of imagery and
ancillary data in raw, encrypted, and
compressed format. 


This Encrypted Imagery and Ancillary Data
will be received under two conditions:
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
with Premium Level
Tasking Only
	 	DAF SAT(1)
	 

	 	•   imagery and ancillary data
not directly downlinked to the DAF
[**Redacted**]
	 	 	 	 	 	 
	 

	 	•   all imagery and ancillary
data collected for the DAF under the WV-1/2
Area-Based IT and VGT Delivery with
Premium Level Tasking Only scenario
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0300

	 	The DAF shall receive Level 0 Products
from the DG GS via electronic delivery
(i.e., VGT delivery). 


Level 0 Products consist of imagery in
raw, decrypted, compressed format, and
image support data.
	 	PS
	 	WV-1/2 Area-Based
IT and VGT Delivery
with Standard
Commercial Level
Tasking Only
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0330

	 	The DAF shall receive Cloud Cover
Forecasts from the Weather Service, which
consist of a prediction of the cloud cover
percentage over a geographic grid.. 


Note: the Cloud Cover Forecasts may be for
the time period to
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT





CONFIDENTIAL AND PROPRIETARY




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	 	 	 	 	Preliminary	 	Applicable	 	Applicable
	Requirement	 	 	 	Allocation to	 	Operational	 	SAT for
	Number	 	Description	 	DAF System	 	Scenarios	 	Testing

	 

	 	be used for the next
requested collection planning cycle, or
may be for an area that covers more than
the time period for the next requested
collection planning cycle (TBD).
	 	 
	 	 
	 	 
	 	 
	DAP_DAF_0340

	 	The DAF shall receive Processing Support
Data from the Processing Support Data
Sources, which consists of Ground Control
Points (GCPs) and Digital Elevation Maps
(DEMs) to be used in high precision
geometric processing during product
generation (i.e., Ortho, DEM and Mosaic
creation).
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0350

	 	The DAF shall send WV-2 S-Band Satellite
Access Window Tasking Parameters to the
WV-2 Satellite, which consist of encrypted
tasking parameters for imaging,
maneuvering, and downlink activities
within Satellite Access Windows.
	 	CGT
	 	WV-2 DT and DDL
	 	WV-2 SAT(2)
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0360

	 	The DAF shall receive a WV-2 X-Band Uplink
Acknowledgement in the Narrowband (NB)
channel of X-Band from the satellite for
each set of S-Band Satellite Access Window
Tasking Parameters uplinked to the WV-2
Satellite.
	 	CGT
	 	WV-2 DT and DDL
	 	WV-2 SAT(2)
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0370

	 	The DAF shall receive WV-2 X-Band Imagery
and Ancillary Data from the WV-2 Satellite
in the Wideband (WB) channel of X-Band,
which was collected during a Satellite
Access Window, as a simultaneous dual
polarization downlink at [**Redacted**]
for each channel [**Redacted**], error
correction coded and encrypted (commercial
type). 


This WV-2 X-Band Imagery and Ancillary
Data consists of the following:
	 	CGT
	 	WV-2 DT and DDL
	 	WV-2 SAT(2)
	 

	 	•   Encrypted, compressed imagery.

•   Corresponding Image Ancillary Data
(IAD) required for image processing.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0380

	 	The DAF shall send WV-1 S-Band Spacecraft
Commands to the WV-1 Satellite, which are
encrypted commands for imaging,
maneuvering, and downlink activities
within Satellite Access Windows.
	 	CGT
	 	WV-1 DT and DDL
	 	DAF SAT(1)
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0390

	 	The DAF shall receive a WV-1 X-Band Uplink
Acknowledgement in the Narrowband (NB)
channel of X-Band from the satellite for
each set of S-Band Spacecraft Commands
uplinked to the WV-1 Satellite.
	 	CGT
	 	WV-1 DT and DDL
	 	DAF SAT(1)
	 
	DAP_DAF_0400

	 	The DAF shall receive WV-1 X-Band Imagery
and Ancillary Data from the WV-1 Satellite
in the Wideband (WB) channel of X-Band,
which was collected during a Satellite
Access Window, as a simultaneous dual
polarization downlink at [**Redacted**]
for each channel ([**Redacted**] total),
error correction coded and encrypted
(commercial type). 


The WV-1 X-Band Imagery and Ancillary Data
consists of the following:
	 	CGT
	 	WV-1 DT and DDL
	 	DAF SAT(1)
	 

	 	•   Encrypted, compressed imagery.

•   Corresponding Image Ancillary Data
(IAD) required for image processing.
	 	 	 	 	 	 





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2 Functionality Requirements




Table 2 – DAF Functionality Requirements




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Preliminary	 	Applicable	 	Applicable
	Requirement	 	 	 	Allocation to	 	Operational	 	SAT for
	Number	 	Description	 	DAF System	 	Scenarios	 	Testing
	DAP_DAF_0410

	 	The DAF shall track the progress of all Product
Orders received from End-users.
	 	OHS
	 	WV-1/2 DT and DDL


WV-1/2 AreaBased
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0420

	 	The DAF shall provides tools to allow an operator to
assess and designate which portion of a Product
Order area polygon can be satisfied with existing
DAF archived imagery, and which portion of a Product
Order area polygon needs the collection of new
imagery.
	 	OHS
	 	WV-1/2 DT and DDL


WV-1/2 AreaBased
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0430

	 	The DAF shall allow an operator to initiate a new
tasking request for the collection of new imagery
identified in DAP_DAF_0420, with a set of collection
criteria such as maximum percentage cloud cover,
collection date range, and maximum off-nadir angle.
	 	OHS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	DAP_DAF_0440

	 	The DAF shall provide tools to output order data to
support a DAF operator manually interfacing with the
DG GS for ordering area-based VGT data.
	 	OHS
	 	WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0450

	 	The DAF shall allow an operator to search its
catalog for imagery that matches a set of query
parameters, such as collection date range and
maximum percentage cloud cover, returning archive
ids and browse imagery displays for those images
that match the search criteria.
	 	OHS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0460

	 	The DAF catalog browse imagery shall be georectified.
	 	OHS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0470

	 	For new acquisitions the DAF shall track the
fulfillment of a Product Order area polygon over
time, and initiate production activities for this
Product Order when imagery that meets the Product
Order Feasibility Proposal Confirmation
specifications is available in the DAF archive and
fills the entire area polygon. The imagery required
to fill the area order polygon can come from:
	 	OHS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 

	 	o    Existing DAF archive imagery.

o    Level 0 Products from DG GS (WV-1/2 Area-Based IT
and VGT Delivery with Commercial Level Tasking Only
scenario).

o    Imagery received via direct downlink [**Redacted**]

o    Encrypted Imagery and Ancillary Data from the DG
GS (i.e., VGT delivery) (,WV-1/2 DT and DDL 

	 		 	 	 	 






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	 	 	 	 	Preliminary	 	Applicable	 	Applicable
	Requirement	 	 	 	Allocation to	 	Operational	 	SAT for
	Number	 	Description	 	DAF System	 	Scenarios	 	Testing
	 

	 	scenario and WV-1/2
Area-Based IT and VGT Delivery with Premium Level Tasking Only
scenario).
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	For mixed orders (i.e., orders involving new tasking along with
archive and/or VGT-delivered data), order fulfillment tracking
is procedural.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0480

	 	The DAF shall support the entry and tracking of speculative
tasking orders.
	 	OHS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0490

	 	The DAF shall use satellite specific Predicted Ephemeris from
the DG GS to predict the position of the satellites over the
upcoming planning period.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0500

	 	The DAF shall model the imaging and maneuvering capabilities of
the satellites, as well as applicable operational constraints.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0510

	 	The DAF shall model the downlink capabilities of the satellites.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0520

	 	The DAF shall model the reception capabilities of its antenna
and reception resources.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0530

	 	The DAF shall provide a geographic visualization of the orbit
track of the satellites and where they can image along their
orbits within a selectable maximum off-nadir angle.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0540

	 	The DAF shall provide a geographic visualization of the areas
requested for collection, and their location relative to the
orbit tracks of the satellites.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0550

	 	The DAF shall assess the physical collection feasibility of the
portions of a Product Order area polygon identified for new
collection by the operator, and generate a Product Order
Feasibility Proposal with the physical collection feasibility
assessment result.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	 

	 	Note: for the WV-1/2 Area-Based IT and VGT Delivery scenarios,
the physical collection feasibility assessment will be
performed by the DG GS, and the result will be returned to the
DAF operator from the DG GS.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	The DAF shall support the entry of this physical collection
feasibility assessment result produced by the DG GS into the
Product Order Feasibility Proposal by the DAF operator through
an appropriate DAF interface.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0570

	 	The DAF shall support the creation of a Satellite Access Window
Request which includes the specification of the Satellite
Access Window boundaries (i.e., start and stop times).
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0580

	 	The DAF shall be capable of visualizing the Satellite Access
Window boundaries, including the uplink portion, of the
Satellite Access Window Request it creates.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0590

	 	The DAF shall notify the operator if the Satellite Access
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT






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	 	 	 	 	Preliminary	 	Applicable	 	Applicable
	Requirement	 	 	 	Allocation to	 	Operational	 	SAT for
	Number	 	Description	 	DAF System	 	Scenarios	 	Testing
	 

	 	Windows currently planned for an orbit have any overlap.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0600

	 	The DAF shall notify the operator if a Satellite Access Window
Request violates any of a set of programmatic rules, such as
minimum Satellite Access Window duration and spacing.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0620

	 	The DAF shall notify the operator if a Satellite Access Window
currently planned has any portion outside of its DAF
communication cone.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0630

	 	The DAF shall provide a visualization of the geographic
boundaries of the Satellite Access Window, and its uplink
portion, specified in the Satellite Access Window Request
Response.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0640

	 	The DAF shall provide a geographic visualization of the
portions of a Product Order area polygon identified for new
collection by the operator that may be collected within a
selected Satellite Access Window, within the collection
constraints specified.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0660

	 	The DAF shall provide a geographic visualization of the Cloud
Cover Forecasts from the Weather Service, drawn on the same
geographic display which contains the orbit tracks of the
satellites.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0670

	 	The DAF shall automatically decompose areas identified for new
collection within Product Orders into strips that can be
collected by the satellites.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0680

	 	The DAF shall automatically generate a collection plan for a
Satellite Access Window, for a selected set of areas for new
collection, which includes a specification of all the imaging,
maneuvering, and downlink events that will occur within that
Satellite Access Window.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0690

	 	The DAF shall use a scoring algorithm to automatically select
which strips should be collected in a selected Satellite Access
Window.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0700

	 	The DAF scoring algorithm shall include at a minimum the
following parameters in its scoring calculation:
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	 

	 	o    Predicted cloud cover.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	o    Tasking priority.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	o    Collection due date relative to current date.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0710

	 	The DAF shall provide a visualization of the imaging,
maneuvering, and downlink events planned for a selected
Satellite Access Window.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0720

	 	The DAF shall allow a manual modification of the planned
imaging, maneuvering, and downlink events for a selected
Satellite Access Window.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0730

	 	The DAF shall allow the manual planning of imaging,
maneuvering, and downlink events within a Satellite Access
Window.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0740

	 	The DAF shall provide a scheduling algorithm(s) which is
capable of scheduling imaging, maneuvering, and downlink
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT






CONFIDENTIAL AND PROPRIETARY




12









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Preliminary	 	Applicable	 	Applicable
	Requirement	 	 	 	Allocation to	 	Operational	 	SAT for
	Number	 	Description	 	DAF System	 	Scenarios	 	Testing
	 

	 	events within a Satellite Access Window and optimizing the resulting
plan based on total plan score.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	DAP_DAF_0760

	 	The DAF shall not allow a final Satellite Access Window
collection plan to be created unless the following constraints
are met:
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	o    Start and stop boundaries are as
specified in the Satellite Access Window Request Response.
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	o    Satellite is returned to nadir at end of
Satellite Access Window.
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	DAP_DAF_0770

	 	The DAF shall not allow a final Satellite Access Window
collection plan to be created unless all images collected in
that Satellite Access Window are scheduled for delivery to the
DAF with one of the following methods:
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	o    Direct downlink within the same Satellite Access
Window as the imagery is collected in.
	 	 	 	 	 	 	 	 
	 
	 

	 	o    VGT delivery, in which imagery is downlinked to the DG GS,
and sent to the DAF electronically.

	 	 	,	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	DAP_DAF_0780

	 	The DAF shall automatically set the order of the images to
downlink in a Satellite Access Window according to their
tasking priority.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 	 	 
	DAP_DAF_0800

	 	During the planning of a satellite access window the DAF shall
be configurable to allow an operator to manually flag an image
for one of the following:
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	o    Direct downlink within the same Satellite Access
Window as the imagery is collected in (WV-1/2 DT and DDL only).
	 	 	 	 	 	 	 	 
	 
	 

	 	o    VGT Delivery, in which imagery is downlinked to the
DG GS, and sent to the DAF electronically.
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	DAP_DAF_0820

	 	The DAF shall allow multiple versions of a collection plan to
be saved for the Satellite Access Window, before uplink occurs.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 	 	 
	DAP_DAF_0830

	 	The DAF shall support the creation a Satellite Access Window
Cancellation for a selected Satellite Access Window Request.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 	 	 
	DAP_DAF_0840

	 	The DAF shall delete all events associated with the Satellite
Access Window in a Satellite Access Window Request Response if
a Satellite Access Window Cancellation is received from the DG
GS.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 	 	 
	DAP_DAF_0850

	 	The DAF shall automatically generate a Downlink Plan and send
it to the DG GS when a Satellite Access Window collection plan
is finalized.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 	 	 
	DAP_DAF_0860

	 	The DAF shall allow an operator to manually initiate the
creation of a Downlink Plan.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 	 	 
	DAP_DAF_0870

	 	The DAF shall maintain the area identified for new collection,
in the unfilled order polygon, until imagery is collected that
meets the imagery specifications of the associated Product
Order, including cloud cover specifications.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 	 	 
	DAP_DAF_0885

	 	The DAF shall support the manual aggregation of multiple
Product Order polygons into one area polygon to be considered
during collection planning.
	 	CPS
	 	WV-1/2 DT and DDL
	 	DAF SAT






CONFIDENTIAL AND PROPRIETARY





13









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	Preliminary	 	Applicable	 	Applicable
	Requirement	 	 	 	Allocation to	 	Operational	 	SAT for
	Number	 	Description	 	DAF System	 	Scenarios	 	Testing
	DAP_DAF_0890

	 	The DAF shall generate WV-2 S-Band Satellite Access Window
Tasking Parameters for each collection plan that is finalized.
	 	SCS
	 	WV-2 DT and DDL
	 	WV-2 SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0900

	 	The DAF shall store and manage the WV-2 Uplink Encryption Keys
received from the DG GS.
	 	SCS
	 	WV-2 DT and DDL
	 	WV-2 SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0910

	 	The DAF shall encrypt the WV-2 S-Band Satellite Access Window
Tasking Parameters using the WV-2 Uplink Encryption Keys
received from the DG GS.
	 	SCS
	 	WV-2 DT and DDL
	 	WV-2 SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0920

	 	The DAF shall create WV-1 Satellite Access Window Tasking
Parameters for each collection plan that is finalized, and send
them to the DG GS.
	 	SCS
	 	WV-1 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0930

	 	The DAF shall receive WV-1 Encrypted Spacecraft Commands (not
RF) from DG GS and route them to the CGT for uplink.
	 	SCS
	 	WV-1 DT and DDL
	 	DAF SAT(1)
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0940

	 	The DAF shall provide a Satellite Operator interface to monitor
the satellite pass and CGT activities.
	 	SCS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0950

	 	The DAF shall provide a Satellite Operator interface to monitor
the command uplink and reception of the uplink
acknowledgements.
	 	SCS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0970

	 	The DAF shall track and communicate with the satellite within
the uplink portion of a Satellite Access Window approved by the
DG GS via a Satellite Access Window Request Response.
	 	CGT
	 	WV-1/2 DT and DDL
	 	DAF SAT(1)
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0980

	 	The DAF shall uplink the WV-2 S-Band Satellite Access Window
Tasking Parameters for a single Satellite Access Window within
the uplink portion of that Satellite Access Window.
	 	CGT
	 	WV-2 DT and DDL
	 	WV-2 SAT(2)
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_0990

	 	The DAF shall uplink the WV-1 S-Band Spacecraft Commands for a
single Satellite Access Window within the uplink portion of
that Satellite Access Window.
	 	CGT
	 	WV-1 DT and DDL
	 	DAF SAT (1)
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1000

	 	The DAF shall be capable of uplinking an encrypted (commercial
type) modulated RF command signal to the WV-2 Satellite.
	 	CGT
	 	WV-2 DT and DDL
	 	WV-2 SAT(2)
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1010

	 	The DAF shall be capable of uplinking an encrypted modulated RF
command signal to the WV-1 Satellite, where the encrypted data
is provided by the DG GS.
	 	CGT
	 	WV-1 DT and DDL
	 	DAF SAT(1)
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1020

	 	The DAF shall receive a WV-2 X-Band Uplink Acknowledgement from
the WV-2 Satellite for each set of
S-Band Satellite Access Window Tasking Parameters it sends to
the satellite.
	 	CGT
	 	WV-2 DT and DDL
	 	WV-2 SAT(2)
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1030

	 	The DAF shall receive a WV-1 X-Band Uplink Acknowledgement from
the WV-1 Satellite for each set of
S-Band Spacecraft Commands it sends to the satellite.
	 	CGT
	 	WV-1 DT and DDL
	 	DAF SAT(1)
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1040

	 	The DAF shall be capable of receiving a satellite specific
X-Band Uplink Acknowledgement that is an encrypted (commercial
type) and modulated RF signal.
	 	CGT
	 	WV-1/2 DT and DDL
	 	DAF SAT(1)
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1050

	 	The DAF shall track the satellite during the downlink events
within each Satellite Access Window approved by the DG GS via a
Satellite Access Window Request Response.
	 	CGT
	 	WV-1/2 DT and DDL
	 	DAF SAT(1)






CONFIDENTIAL AND PROPRIETARY




14









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	Preliminary	 	Applicable	 	Applicable
	Requirement	 	 	 	Allocation to	 	Operational	 	SAT for
	Number	 	Description	 	DAF System	 	Scenarios	 	Testing
	DAP_DAF1060

	 	The DAF shall receive satellite specific X-Band Imagery and
Ancillary Data during the downlink events scheduled within each
Satellite Access Window approved by the DG GS via a Satellite
Access Window Request Response.
	 	CGT
	 	WV-1/2 DT and DDL
	 	DAF SAT(1)
	 
	 	 	 	 	 	 	 	 
	DAP_DAF1080

	 	The DAF shall error correct and frame synchronize the
downlinked satellite specific imagery.
	 	CGT
	 	WV-1/2 DT and DDL
	 	DAF SAT(1)
	 
	 	 	 	 	 	 	 	 
	DAP_DAF1090

	 	The DAF shall segment the downlinked satellite specific imagery
into image files.
	 	CGT
	 	WV-1/2 DT and DDL
	 	DAF SAT(1)
	 
	 	 	 	 	 	 	 	 
	DAP_DAF1092

	 	The DAF shall generate and capture a narrowband telemetry test
signal that loops through the antenna system that a DAF
operator can use to confirm functionality of the telemetry
system.
	 	CGT
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF1094

	 	The DAF shall generate and capture a narrowband command test
signal that loops through the antenna system that a DAF
operator can use to confirm functionality of the command
system.
	 	CGT
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF1096

	 	The DAF shall generate and capture a wideband (400mbps) test
signal that loops through the antenna system that a DAF
operator can use to confirm functionality of the wideband RF
system.
	 	CGT
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF1098

	 	The DAF shall generate and capture a wideband (400mbps) PRBS
test that loops through the antenna system that a DAF operator
can use to confirm functionality of the image data capture
system.
	 	CGT
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF1110

	 	The DAF shall store and manage satellite specific WB and NB
Downlink Decryption Keys received from the DG GS.
	 	PS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF1120

	 	The DAF shall decrypt all satellite specific imagery received by the DAF via:
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
	 	DAF SAT
	 

	 	•    direct downlink (i.e., X-Band Imagery and Ancillary
Data) (WV-1/2 DT and DDL scenario)

	 	 	 	IT and VGT Delivery
with
 Premium Level
Tasking Only	 	 
	 
	 

	 	•    Encrypted Raw Imagery and Ancillary Data received from
the DG GS (i.e., VGT delivery) (WV-1/2 DT and DDL scenario and
WV-1/2 Area-Based IT and VGT Delivery with Premium Level
Tasking Only scenario).

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DAP_DAF1130

	 	The DAF shall generate initial attitude and ephemeris and other
ancillary data products required for product generation from:
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
	 	DAF SAT
	 
	 

	 	•    X-Band Ancillary Data received via direct downlink
(WV-1/2 DT and DDL scenario)

	 	 	 	IT and VGT Delivery
with
 Premium Level
Tasking Only	 	 
	 
	 

	 	•    Encrypted Ancillary Data received from the DG GS (i.e.,
VGT delivery) (WV-1/2 DT and DDL scenario and WV-1/2 Area-Based
IT and VGT Delivery with Premium Level Tasking Only scenario).

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DAP_DAF1140

	 	The DAF shall be capable of decompressing satellite specific
imagery.
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT






CONFIDENTIAL AND PROPRIETARY




15









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	Preliminary	 	Applicable	 	Applicable
	Requirement	 	 	 	Allocation to	 	Operational	 	SAT for
	Number	 	Description	 	DAF System	 	Scenarios	 	Testing
	DAP_DAF1150

	 	The DAF shall archive satellite imagery and ancillary data it
receives via
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
	 	DAF SAT
	 
	 

	 	•    direct downlink (WV-1/2 DT and DDL scenario)


	 	 	 	IT and VGT Delivery
with Premium Level

Tasking Only	 	 
	 
	 

	 	•    Encrypted Raw Imagery and Ancillary Data it receives
from the DG GS (i.e., VGT pipe delivery) (WV-1/2 DT and DDL
scenario and WV-1/2 Area-Based IT and VGT Delivery with Premium
Level Tasking Only scenario).

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DAP_DAF1160

	 	The DAF shall archive satellite imagery and ancillary data it
receives as Level 0 Products (i.e., VGT delivery) from the DG
GS.
	 	PS
	 	WV-1/2 Area-Based
IT and VGT Delivery
with Standard
Commercial Level
Tasking Only
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF1170

	 	The DAF shall archive Processing Support Data that it receives
from the Processing Support Data Sources and Geometric and
Radiometric Calibration Parameters that it receives from the DG
GS.
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF1180

	 	The DAF shall archive Refined Attitude and Ephemeris that it
receives from the DG GS.
	 	PS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF1190

	 	The DAF archive shall use on-line, near-line, and off-line
resources.
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF1200

	 	The DAF archive shall automatically migrate data from on-line
to near-line, and near-line to off-line, based on the
availability and loading of storage resources.
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF1210

	 	The DAF catalog shall contain browse imagery and metadata for
the imagery in the DAF archive.
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF1220

	 	The DAF shall be configurable to automatically perform cloud
cover assessment, and generate cloud polygons, for any of the
following:
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	 

	 	•    Satellite imagery it receives via direct downlink
(WV-1/2 DT and DDL scenario)
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	•    Encrypted Raw Imagery and Ancillary Data from the DG GS
(i.e., VGT delivery) (WV-1/2 DT and DDL scenario and WV-1/2
Area-Based IT and VGT Delivery with Premium Level Tasking Only
scenario)
	 	 	 	 	 	 






CONFIDENTIAL AND PROPRIETARY




16









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	Preliminary	 	Applicable	 	Applicable
	Requirement	 	 	 	Allocation to	 	Operational	 	SAT for
	Number	 	Description	 	DAF System	 	Scenarios	 	Testing
	 

	 	•   Level 0 Products received from the DG GS (i.e., VGT
delivery) (WV-1/2 Area-Based IT and VGT Delivery with
Commercial Level Tasking Only scenario)
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Note: for WV-1/2 IT and VGT Delivery, the DAF will not normally
perform cloud cover assessment because the DG GS is responsible
for delivering Level 0 Products that meet the cloud cover
specifications entered for the corresponding Area Orders.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1230

	 	The DAF shall allow an operator to manually adjust the
automatically generated cloud cover assessment results through
a graphical interface that initially displays the automatically
generated cloud cover results.
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	 

	 	These manual adjustments shall include:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	•   Adjustment of algorithm thresholds for detecting clouds.

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	•   Drawing of new cloud regions.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	•   Editing of existing cloud regions.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	•   Removal of cloud regions.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1250

	 	The DAF shall generate a Product for each Product Order
Feasibility Proposal that has been confirmed by an End-user
with a Product Order Feasibility Proposal Confirmation.
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT

WV-2 SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1260

	 	The DAF shall be configurable to automatically initiate the
creation of a Product when imagery or ancillary data becomes
available that allows the generation of a higher spatial
resolution or higher geolocation accuracy Product than before.
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1270

	 	The DAF shall generate Products using Geometric and Radiometric
Calibration Parameters, Processing Support Data (as necessary),
and either initial attitude and ephemeris (WV-1/2 DT and DDL or
WV-1/2 Area-Based IT and VGT Delivery with Premium Level
Tasking Only) or, if available, Refined Attitude and Ephemeris.
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1280

	 	The DAF shall generate Products at spatial resolutions that are
compatible with the following NOAA restrictions:
	 	PS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	 

	 	o   If imagery is of Israel, with spatial
resolutions no better
than 2.0 m for PAN and MS.

	 	 	 	WV-1/2 Area-Based
IT and VGT Delivery	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	o    If imagery is not of Israel
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	o    With spatial resolutions no better than
0.5 m for PAN and 2.0
m for MS.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1290

	 	During product generation, the DAF shall only resample the
portion of an image strip that overlaps Israel to the required
2.0 m resolution, for all bands that have a better native
spatial resolution than 2.0 m.
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT






CONFIDENTIAL AND PROPRIETARY




17









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	Preliminary	 	Applicable	 	Applicable
	Requirement	 	 	 	Allocation to	 	Operational	 	SAT for
	Number	 	Description	 	DAF System	 	Scenarios	 	Testing
	DAP_DAF_1330

	 	The DAF shall create and deliver products using the following
media and electronic mechanisms: FTP and DVD.
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1340

	 	The DAF shall be capable of archiving Products generated by the
DAF.
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1350

	 	The DAF shall allow the visualization of Product imagery for
Quality Assurance (QA) purposes during product generation.
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1360

	 	The DAF shall provide a tool that allows the geolocation
accuracy of a Product, for Level 2 or higher level products, to
be assessed.
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1370

	 	The DAF shall cancel all planned processing associated with a
particular Satellite Access Window if a Satellite Access Window
Cancellation is received from the DG GS for that Satellite
Access Window.
	 	PS
	 	WV-1/2 DT and DDL
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1375

	 	The DAF shall provide tools to support the creation of Products
from newly collected single strips which are part of a larger
Product Order polygon area that requires multiple strips over
multiple passes to fulfill.
	 	OHS, PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	 

	 	Note: the delivery of these single-strip Products is in
addition to the delivery of full multiple-strip Product which
matches the polygon area of the original Product Order.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1380

	 	The DAF shall log all ordering, collection planning, tasking,
reception, archiving, cataloging and production operations.


The DAF log files shall be readable by an operator.
	 	ALL
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1410

	 	The DAF shall support the electronic transfer of messages
between its systems.
	 	Network

Infrastructure
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1415

	 	The DAF shall include backup tools for backing up all of its
computers.
	 	Network

Infrastructure
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT






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Notes:



(1) In the event that the WV-1 satellite has not reached full operational capability
(FOC) by the time that testing takes place, or in the event that the DAF’s ground antenna does not
yet have a radio license to operate during testing, the testing of these particular requirements
will be demonstrated by simulation where possible and the requirement for actual contact with the
satellite will be waived for the purpose of successfully completing the DAF SAT.



(2) In the event that the WV-2 satellite has not reached FOC by the time that testing
takes place, or in the event that the DAF’s ground antenna does not yet have a radio license to
operate during testing, the testing of these particular requirements will be demonstrated by
simulation where possible and the requirement for actual contact with the satellite will be waived
for the purpose of successfully completing the WV-2 SAT.




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3 Performance Requirements




Table 3 — DAF Performance Requirements




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Preliminary	 	Applicable	 	Applicable
	Requirement	 	 	 	Allocation to	 	Operational	 	SAT for
	Number	 	Description	 	DAF System	 	Scenarios	 	Testing
	DAP_DAF_1420

	 	The DAF shall be capable
of archiving
[**Redacted**] of
compressed satellite
imagery per day.
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1430

	 	The DAF shall be capable
of
cataloging[**Redacted**]of
uncompressed satellite
imagery per day.
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1440

	 	The DAF shall have on-line
storage of at least
[**Redacted**].
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1450

	 	The DAF shall have
long-term near-line
storage via a Robotic
Digital Tape System of at
least[**Redacted**] .
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1460

	 	The DAF shall be capable
of processing
[**Redacted**] of
uncompressed satellite
imagery per day into the
following single-scene
products, with no
pan-sharpening:
	 	PS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	 

	 	•   Standard (Level
2A) Products, with initial
attitude and ephemeris at
0.5 m PAN and 2.0 m MS
spatial resolutions, and
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	•   Ortho Products,
with refined attitude and
ephemeris at 0.5 m PAN and
2.0 m MS spatial
resolution.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1465

	 	The DAF shall be capable
of processing 10
scene-equivalents of
uncompressed satellite
imagery into the following
products, with no
pan-sharpening, in less
than[**Redacted**]
minutes:
	 	PS/PGS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT
	 
	 	 	 	 	 	 	 	 
	 

	 	•   Standard (Level
2A) Products, with initial
attitude and ephemeris at
[**Redacted**]PAN and
[**Redacted**] MS spatial
resolutions. Processing
time includes only product
generation and assumes
that there is no other
activity or processing on
the production server.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1466

	 	The DAF shall be capable
of processing 1
scene-equivalents of
uncompressed satellite
imagery into the following
products, with no
pan-sharpening, in less
	 	PS/PGS
	 	WV-1/2 DT and DDL


WV-1/2 Area-Based
IT and VGT Delivery
	 	DAF SAT






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	 	 	 	 	Preliminary	 	Applicable	 	Applicable
	Requirement	 	 	 	Allocation to	 	Operational	 	SAT for
	Number	 	Description	 	DAF System	 	Scenarios	 	Testing
	 

	 	than[**Redacted**] minutes:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Standard (Level 2A)
Products, with initial
attitude and ephemeris at
[**Redacted**] PAN and
[**Redacted**] MS spatial
resolutions. Processing
time includes only product
generation and assumes
that there is no other
activity or processing on
the production server.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DAP_DAF_1470

	 	The DAF shall have a
system availability of 99%
for its direct tasking and
direct reception
functionality.
	 	SCS, CGT
	 	WV-1/2 DT and DDL
	 	DAF SAT






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4 Customer Configuration Requirements




Table 4 —Customer Configuration Requirements




	 	 	 	 	 
	Requirement Number	 	Description	 	Notes
	DAF_IMP_1030

	 	The DAF shall be a new stand alone system to
be installed at the customer provided
facility.	 	 
	 
	 	 	 	 
	DAF_IMP_1060

	 	The DAF shall include an upgrade to the
existing [**Redacted**] Antenna System
located at the [**Redacted**], per the
requirements in Table 5.	 	 




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5 Antenna System Requirements




Table 5 —Antenna System Requirements




	 	 	 	 	 	 	 
	Requirement	 	 	 	 	 	 
	Number	 	Title	 	Description	 	Notes
	DAF_IMP3030

	 	Multi-Mission

Support
	 	As upgraded per the terms of the technical
specifications, the Antenna System shall support the
following missions:	 	 
	 
	 

	 	 	 	•    Maintain Existing Supported Missions
	 	 
	 
	 

	 	 	 	•    WorldView-1
	 	 
	 
	 

	 	 	 	•    WorldView-2
	 	 
	 
	 	 	 	 	 	 
	DAF_IMP3040

	 	Mission

Isolation
	 	Mission specific equipment shall be isolated from other
missions as described below:
•    X-band and S-band Feeds including
LNA’s and
HPA’s are shared between missions.

•    Access to the S-band Uplink and HPA
shall be
switched at RF between missions.

•    Auto-tracking circuits are shared
between missions

•    Radio frequency converter systems,
inter-facility
signal link, and data receiver
system may be shared
between missions.

•    The Antenna Control System (ACS) is
shared
between missions and is managed by
the Antenna
System Operator.

•    The Antenna shall support
selectable mission
operations from a shared system
operator console.

	 	For the purpose of
these requirements, the
ACS is a functional
title that includes the
control of the antenna,
downconverters and all
related peripheral
equipment, even if the
implementation
involves more than one
computer or system.
These isolation
requirements are
subject to change per
specific customer
needs.
	 
	 	 	 	 	 	 
	DAF_IMP3050

	 	RF Reception,

X-band
	 	The antenna shall receive X-band signals from LEO

remote sensing type satellites with the following

performance characteristics:
	 	Figure of Merit
requirement may vary
slightly by region.
	 
	 

	 	 	 	•    Operating Frequency: X-band

[**Redacted**]
	 	 
	 
	 

	 	 	 	•    System Figure of Merit for Tokyo
Japan area:
	 	 
	 
	 	 	 	[**Redacted**] clear sky
conditions, including
radome effects. 1.0% atmospheric
scintillations
assumed.	 	 
	 
	 

	 	 	 	•    Receive Polarization: RHCP and LHCP
simultaneous

•    Feed Polarization Isolation: [**Redacted**]  Axial

Ratio
	 	 
	 

	 	 	 	
•    System Polarization Isolation: [**Redacted**]
from outside of radome to Data
Receivers.
	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	DAF_IMP3060

	 	RF Down

Conversion

X-band
	 	There shall be a radio frequency converter system for
the WorldView mission with the following
characteristics and performance parameters:	 	 
	 

	 	 	 	•    Operating Frequency: X-band [**Redacted**]

•    Wideband Center Frequency: [**Redacted**]
	 	 
	 

	 	 	 	 	 	 






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	Requirement	 	 	 	 	 	 
	Number	 	Title	 	Description	 	Notes
	 

	 	 	 	•   Narrowband Center Frequency: Tunable
including [**Redacted**] for WV-1.
	 	 
	 
	 

	 	 	 	•   Channels: RHCP wideband, LHCP wideband,
selectable polarization narrowband, and
test channels.
	 	 
	 
	 	 	 	 	 	 
	DAF_IMP3070

	 	RF

Transmission

S-band
	 	The antenna shall transmit S-band signals to LEO
remote sensing type satellites with the following
performance characteristics:	 	 
	 

	 	 	 	•   Operating Frequency: S-band [**Redacted**]
	 	 
	 
	 

	 	 	 	•   Transmit Power: [**Redacted**] EIRP.
	 	 
	 
	 

	 	 	 	•   Transmit Polarization: RHCP.
	 	 
	 
	 	 	 	 	 	 
	DAF_IMP3080

	 	Auto-Tracking

X-band
	 	The antenna shall receive X-band satellite signals for
auto-tracking with performance parameters specified by
the antenna manufacturer and include the following:	 	 
	 
	 

	 	 	 	•   Operating Frequency: X-band [**Redacted**]
	 	 
	 
	 

	 	 	 	•   Tracking Polarization: RHCP or LHCP
selectable.
	 	 
	 
	DAF_IMP3085

	 	RF Test Loop

X-band
	 	The antenna shall generate wideband (WB) test
signals, loop them through the X-band RF chain of the
antenna, receive the signal, and provide a test result
with the following characteristics:	 	 
	 
	 

	 	 	 	•   Test Bandwidth of 400mbps
	 	 
	 
	 

	 	 	 	•   Include Feed LNA s in the loop.
	 	 
	 
	 

	 	 	 	•   Include RF downconverters in the loop.
	 	 
	 
	 

	 	 	 	•   Include the WB data receiver in the loop.
	 	 
	 
	 

	 	 	 	•   Include the data capture system clock and
data interface in the loop.
	 	 
	 
	 

	 	 	 	•   Include playback of WB PRBS data to
verify data capture system functionality.
	 	 
	 
	 

	 	 	 	•   Include a Pseudo-Random Bit Sequence in
the test at full bandwidth.
	 	 
	 
	 	 	 	 	 	 
	DAF_IMP3086

	 	RF Test Loop

S-band
	 	The antenna shall be able to receive a copy of the S-
band Transmit signal and send to the telemetry and
command equipment for processing with the following
characteristics:	 	 
	 
	 

	 	 	 	•   Test Bandwidth of [**Redacted**]
	 	 
	 
	 

	 	 	 	•   Retrieve the signal from the reflector or
alternately the output of the HPA.
	 	 
	 
	 

	 	 	 	•   Downconvert the signal for the telemetry
and command system.
	 	 
	 
	 	 	 	 	 	 
	DAF_IMP3090

	 	Remote Monitor
and Control
	 	The Antenna System shall support remote monitor and
control from multiple missions with the following
characteristics:
•   The Antenna Control System shall accept
control from a remotely located User
interface computer. 

•   The Antenna Control System shall negotiate

	 	Remotely located
means a distance larger
than supportable by a
local area network.
That is the user console could be miles






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	Requirement	 	 	 	 	 	 
	Number	 	Title	 	Description	 	Notes
	 

	 	 	 	   control between multiple User interface
computers.
	 	to hundreds of miles
away from the antenna.
	 
	 	 	 	 	 	 
	DAP_DAF3100

	 	Operating

Modes
	 	The Antenna System Operating Modes shall be
specified by the antenna manufacturer and support the
following common operating modes:	 	 
	 
	 

	 	 	 	•   Program Track: Track Satellite according
to Ephemeris file.
	 	 
	 
	 

	 	 	 	•    Automatic Track: Acquire Satellite
signal and track by optimizing
signal strength.
	 	 
	 
	 

	 	 	 	•    Manual Positioning: Point to User
entered pointing
coordinates anywhere in the operational
range of
the antenna in 0.1 degree increments.
	 	 
	 
	 

	 	 	 	•    Standby: Stationary mode waiting for
commands
by user or by the scheduler.
	 	 
	 
	 

	 	 	 	•    Search: Antenna performs a pre-programmed
signal search pattern and transitions to
auto-track
mode when the signal is found and
reaches a
prescribed threshold.
	 	 
	 
	 

	 	 	 	•    Maintenance Mode: The antenna shall have
switches and interlocks controllable by
maintenance personnel at the antenna
pedestal for
controlling or restricting antenna
movement.
	 	 
	 
	DAF_IMP3110

	 	Operating

Features
	 	The Antenna System Operating features shall be
specified by the antenna manufacturer and support the
following common operating features:	 	 
	 
	 

	 	 	 	•    Satellite Configuration Files: User
configurable
Satellite configuration files selectable
by satellite
name for all pertinent information
required to
setup, track, and receive data from the
satellite.
	 	 
	 
	 

	 	 	 	•    Satellite Ephemeris Files: Norad SGP or
SGP4
two line element sets in ASCII text
format.
	 	 
	 
	 

	 	 	 	•    Orbit Track Scheduling: Include user
configurable
Satellite pass scheduler allowing
automated pass
scheduling with manual editing.
	 	 
	 
	 

	 	 	 	•    Antenna System Log: Time Tagged daily
operations log including execution of
scheduled
activities, changes to schedules,
activity status
report, any warnings or alarm conditions.
	 	 
	 
	 

	 	 	 	•    Antenna Tracking Log: Time Tagged
Tracking
Log for each satellite pass including
the TLE used
and all antenna parameter settings.
	 	 
	 
	 

	 	 	 	•    Antenna System Monitor and Control: Report all
system event and alarm statuses to the
user via
real-time operator interface.
	 	 
	 

	 	 	 	 	 	 






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6 Product Specification Requirements



The following is an initial draft description of the various image products that the DAF shall be
capable of producing. Future changes will be captured in the DAF Image Product Specification,
which is subject to mutual review.



General Product Requirements



The DAF shall generate the following Products:





	 	•	 	Level 0
	 
	 	•	 	Basic Level 1B
	 
	 	•	 	Standard Level 2A
	 
	 	•	 	Standard Level 2B
	 
	 	•	 	Standard OrthoReady Level 2A
	 
	 	•	 	Orthorectified Level 3
	 
	 	•	 	Block Adjusted
	 
	 	•	 	Stereo Pairs
	 
	 	•	 	Mosaics (including OrthoMosaics)
	 
	 	•	 	Digital Elevation Models (DEMs)




The DAF Products shall be available with PAN sharpening, if MS bands are present, for the Standard
Level 2A/2B, Orthorectified Level 3, and Mosaic Products.



The DAF shall generate and deliver Products via FTP and DVD.



Level 0 Products



The DAF Level 0 Products shall include imagery and metadata with the following properties:





	 	•	 	Imagery is decrypted, compressed, and raw (i.e., no radiometric, geometric or
spectral processing performed on its pixels).
	 
	 	•	 	Metadata is included that is sufficient to allow any of the available, applicable
Level 1 and Level 2 DAF Products to be created from its imagery.





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Basic Level 1B Products



The DAF Level 1B Products simulate the view of an idealized linear array sensor through a pinhole
aperture, and shall have the following characteristics:





	 	•	 	geometrically corrected for sensor distortions (i.e., sensor corrected and projected
to a virtual camera model, with a synthetic linear array sensor coordinate system);
	 
	 	•	 	not mapped to a cartographic projection and ellipsoid;
	 
	 	•	 	oriented in the satellite frame of reference (i.e., sensor orientation) with
variable Ground Sample Distance (GSD) as a function of viewing geometry;
	 
	 	•	 	top-of-atmosphere, at-aperture radiance;
	 
	 	•	 	co-registered MS bands (as applicable).




The DAF Level 1B Products shall be available in GeoTIFF, NITF 2.0, NITF 2.1, or JPEG2000 product
formats.



Standard Level 2A Products



The DAF Standard Level 2A Products shall have the following characteristics:





	 	•	 	geometrically corrected and mapped to a cartographic projection, map north up
orientation;
	 
	 	•	 	uniform pixel spacing across the entire product;
	 
	 	•	 	option of several map projections;
	 
	 	•	 	optional base or coarse elevation correction;
	 
	 	•	 	no Ground Control Points (GCPs) are used;
	 
	 	•	 	top-of-atmosphere, at-aperture radiance.
	 
	 	•	 	co-registered PAN and MS bands (as applicable).




The DAF Standard Level 2A/2B Products shall be available in GeoTIFF, NITF 2.0, NITF 2.1, or
JPEG2000 product formats.



Standard Level 2B Products



The DAF Standard Level 2B Product shall be the same as the DAF Standard Level 2A Products except
that GCPs are used improve geometric accuracy.




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Standard OrthoReady Level 2A Products



The DAF OrthoReady Level 2A Products shall be the same as the DAF Standard Level 2A/2B Products
except that they are geometrically corrected to the average base elevation of the terrain covered
by the order polygon.



Orthorectified Level 3 Products



The DAF Orthorectified Level 3 Products shall have the following characteristics:





	 	•	 	mapped to a cartographic projection, map north up orientation;
	 
	 	•	 	uniform pixel spacing across the entire product;
	 
	 	•	 	orthorectified with a Digital Elevation Model (DEM) to remove elevation
distortions;
	 
	 	•	 	top-of-atmosphere, at-aperture radiance;
	 
	 	•	 	orthorectified to remove elevation distortions; and
	 
	 	•	 	optional use of GCPs to improve geometric accuracy.




The DAF Orthorectified Level 3 shall be available in GeoTIFF, NITF 2.0, NITF 2.1, or JPEG2000
product format.



Block Adjusted Products



The DAF Block-Adjusted Products shall consist of multiple, geometrically consistent images, over an
area and be available as Basic Level 1B, Standard (Level 2A, Level 2B, and OrthoReady 2A) or
Orthorectified Level 3 Products.



The DAF Block-Adjusted Products shall also have the following attributes:





	 	•	 	images with consistent geometry, linked with tie points, and optional GCPs;
and
	 
	 	•	 	other attributes are per single image products.




Stereo Pair Products



The DAF Stereo Pair Products shall consist of in-track stereo images over a region of interest.



The DAF Stereo Pair Products shall be available in GeoTIFF, NITF 2.0, NITF 2.1, or JPEG2000 product
format.



Mosaic Products



The DAF Mosaic Products shall consist of multiple strips that have been combined to form a
geometrically consistent single image of a large area.



The DAF Mosaic Products shall have the following characteristics:




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	 	•	 	map-projected, north orientated mosaic images constructed from multiple
images; and
	 
	 	•	 	available for Standard (Level 2A, Level 2B, and OrthoReady 2A) and
Orthorectified Level 3 Products.




The DAF Mosaic Products shall also have the following attributes:





	 	•	 	metadata and options as per Standard (Level 2A, Level 2B, and OrthoReady 2A)
and Orthorectified Level 3 Products.
	 
	 	•	 	GeoTIFF, NITF 2.0, NITF 2.1, or JPEG2000 product format.




Digital Elevation Models (DEM) Products



The DAF Digital Elevation Models (DEM) Products shall contain height information and shall be
derived from in-track stereo imagery.



The DEM Products shall have the following properties:





	 	•	 	optional use of GCPs to improve height accuracy; and DTED format.





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7 DAF Operator Duties for Manual Interfaces



Table 6 provides a list of the DAF operator responsibilities for the DAF manual interfaces. These
are not DAF System Requirements, and are provided as preliminary information regarding DAF operator
responsibilities.




Table 6 — Preliminary Description of Manual Interface Operations




	 	 	 	 	 
	 	 	 	 	Applicable
	 	 	 	 	Operational
	Number	 	Description	 	Scenarios
	1

	 	The DAF operator will manually conduct a DAP Account Management Dialog
with the DG GS which includes assessing account status, purchasing new
satellite access minutes, etc.
	 	WV-1/2 DT and
DDL
	 
	 

	 	Note: the DAP Account Management Dialog will be provided through e-mail,
phone or fax communication between DAF and DG GS operators.
	 	WV-1/2 Area-Based IT and VGT
Delivery
	 
	 	 	 	 
	2

	 	The DAF operator will receive a View of Satellite Access Window Requests
from the DG GS which describes the “current” set of Satellite Access
Window
Requests.
	 	WV-1/2 DT and
DDL
	 
	 

	 	The View of Satellite Access Window Requests will be a textual display
manually created in a tool such as Excel and sent via e-mail (TBC).
For WV-2, the relative priority of these Satellite Access Window
Requests can
be identified through the View of Priority Ladder.	 	 
	 
	 	 	 	 
	3

	 	The DAF operator will receive a View of Priority Ladder from the DG GS.


The View of Priority Ladder will be a textual display manually created
in a tool such as Excel and sent via e-mail (TBC).
	 	WV-2 DT and DDL
	 
	 

	 	Note: the View of Priority Ladder graphically displays the current
configuration of the priority ladder for the satellite.	 	 
	 
	 	 	 	 
	4

	 	The DAF operator will manually send Satellite Access Window Requests to
the
DG GS, with the expected transfer mechanism and format being a manual e-
mail of formatted text (TBC).
	 	WV-1/2 DT and DDL
	 
	 

	 	Note: a Satellite Access Window Request will include the start and stop
times of the Satellite Access Window.	 	 
	 
	 	 	 	 
	5

	 	The DAF operator may manually conduct a Satellite Access Window Request
Dialog with the DG GS for each Satellite Access Window Request submitted
to the DG GS.
	 	WV-1/2 DT and
DDL
	 
	 

	 	The DAF operator will conduct the Satellite Access Window Request dialog
with the DG GS via e-mail (primary) with phone support (TBC).	 	 
	 
	 	 	 	 
	6

	 	The DAF operator will receive a Satellite Access Window Request Response
from the DG GS for each Satellite Access Window Request that is submitted
to the DG GS with the expected transfer mechanism and format being an
e-mail of formatted text (TBC).


A Satellite Access Window Request Response shall specify whether a
particular request was approved or denied.
	 	WV-1/2 DT and
DDL
	 
	 

	 	Note: If the request was approved, the Satellite Access Window Request

Response will include:	 	 
	 

	 	   o    Start and stop times of the Satellite
Access Window.

   o    Start and stop times of the
uplink portion.
	 	 






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	 	 	 	 	Applicable
	 	 	 	 	Operational
	Number	 	Description	 	Scenarios
	7

	 	The DAF operator may send Satellite Access Window Cancellations to the DG
GS, with the expected transfer mechanism and format being a manual e-mail
of formatted text (TBC).
	 	WV-1/2 DT and
DDL
	 
	 

	 	This can only be done according to the established window cancellation
deadline.	 	 
	 
	 	 	 	 
	8

	 	The DAF operator will receive Satellite Access Window Cancellations from the
DG GS, with the expected transfer mechanism and format being an e-mail of
formatted text (TBC).
	 	WV-1/2 DT and
DDL
	 
	 	 	 	 
	9

	 	The DAF operator will manually provide Area Order Requests to the DG GS
through e-mail, phone or fax communication (TBC).
	 	WV-1/2 Area-
Based IT and VGT Delivery
	 
	 	 	 	 
	10

	 	The DAF operator will conduct an Area Order Request Dialog with the DG GS,
which consists of communication between the DG GS and DAF concerning:
   •    DG ImageLibrary images that could be used.

   •    Competitive and physical collection feasibility of
areas that will need to be collected.

	 	WV-1/2 Area-
Based IT and VGT Delivery
	 
	 

	 	The dialog may include the adjustment of the order constraints if the
original parameters resulted in an infeasible order.	 	 
	 
	 

	 	The DAF operator will conduct the Area Order Request Dialog with the
DG GS manually through e-mail, phone or fax communication (TBC).	 	 
	 
	 	 	 	 
	11

	 	The DAF operator will receive an Area Order Request Response from the
DG GS for each Area Order Request that is submitted to the DG GS through
e-mail, phone or fax communication (TBC).
	 	WV-1/2 Area-
Based IT and VGT
Delivery
	 
	12

	 	The DAF operator will receive satellite specific Geometric and Radiometric
Calibration Parameters from the DG GS through manual file-based transfer
using e-mail or FTP.


Note: The Geometric Calibration Parameters will provide parameters that allow
geolocation of each pixel of each band.
	 	WV-1/2 DT and
DDL


WV-1/2 Area-
Based IT and VGT
Delivery
	 
	 

	 	The Radiometric Calibration Parameters will consist of radiometric calibration
coefficients to convert Digital Numbers (DNs) to Radiance units, for each
detector of each band.	 	 






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APPENDIX B




STATEMENT OF WORK




[***Redacted***]




STATEMENT OF WORK




For the Hitachi

WorldView Direct Access Facility

Purchase Agreement




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[Table
of Contents]




	 	 	 	 	 
	1. INTRODUCTION
	 	 	3	 
	 
	 	 	 	 
	2. WV DAF IMPLEMENTATION SCOPE
	 	 	4	 
	2.1 Contractual Relationships
	 	 	4	 
	2.2 Description of Work
	 	 	4	 
	2.2.1 Schedule
	 	 	5	 
	2.2.2 Implementation Project Activities
	 	 	5	 
	2.2.3 DAF Support and Maintenance
	 	 	9	 
	2.2.4 Reviews and Meetings
	 	 	9	 
	2.2.5 System Acceptance Tests and Issue Resolution
	 	 	53	 
	2.2.6 Warranty
	 	 	54	 
	2.2.7 Deliverables
	 	 	54	 
	2.2.8 Customer Furnished Items
	 	 	13	 
	 
	 	 	 	 
	3. ASSUMPTIONS
	 	 	13	 
	 
	 	 	 	 
	4. Hitachi Order Management System (HOMS) Requirements
	 	 	13	 






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	1.	 	INTRODUCTION
	 
	 	 	This document contains the definitive Statement of Work (SOW) that DigitalGlobe (DG) will
perform under the WorldView (WV) Direct Access Facility (DAF) Purchase Agreement from
Hitachi Software Engineering (Customer) specifically for the DAF installation at
[***Redacted***] (End-User) facility in [***Redacted***] with the customer ground terminal
component (antenna and radio equipment) in [***Redacted***]. This will be the overall
governing document for the work, but the requirements will be refined as the program
develops.





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	2.	 	WV DAF IMPLEMENTATION SCOPE
	 
	 	 	This section describes the administration of work DG will perform under the WV DAF Purchase
Agreement for the implementation of a WV DAF at the End-User facility.
	 
	2.1	 	Contractual Relationships
	 
	 	 	DigitalGlobe has partnered with MacDonald Dettwiler and Associates (MDA) for the design and
construction of the Direct Access Facility (DAF). DigitalGlobe has entered into a prime
contract relationship with Customer for the delivery of DAFs and for the provision of a
multi-year WorldView data downlink agreement toCustomer’s End-User. Customer shall
represent the End-User’s interests for the deliverables under this Statement of Work (SOW).
MDA is a prime contractor to DigitalGlobe for the construction and installation of the DAF.
	 
	 	 	Under this agreement, Customer will provide certain Customer Furnished Items (CFI) items to
be integrated into the DAF by MDA.
	 
	 	 	DigitalGlobe will have authority to review and accept the DAF implementation contract
deliverables produced by MDA. DigitalGlobe is responsible to MDA for obtaining any required
customer input for deliverable reviews.
	 
	 	 	This SOW identifies specifically the party who conducts each activity however DG maintains
responsibility to Customer for all activities under this SOW including those conducted by
MDA or other suppliers.
	 
	2.2	 	Description of Work
	 
	 	 	Under this WV DAF Purchase Agreement, DG will procure hardware, install software, integrate,
install, and test a DAF installation at the End-User facility that is operationally ready to
conduct the necessary activities under the Direct Access Program. Prior to its delivery,
the Standard DAF will be previously qualified by DG and MDA under a previous development
contract between DG and MDA. The Standard DAF constitutes all of the hardware components in
table 3 of section 2.2.7.2. The complete DAF functionality requirements are described in
Appendix A of the DAF Purchase Agreement. DG will be responsible for the overall program
including review, approval and acceptance of MDA work and for all work related to updates of
the existing WV Headquarters system to support this DAF implementation and its delivery to
the End-User.
	 
	 	 	MDA is responsible for conducting any engineering or development specific to this DAF
installation. Customer is responsible for any engineering or development for CFI items
specific to this DAF installation and Customer is responsible for all deliverables and
actions by the End-User. DigitalGlobe is responsible for any overall engineering and
development outside of the DAF to ensure the WV satellites, DigitalGlobe Headquarters, and
DAFs all work together in an operational state for the End-User.
	 
	 	 	A significant element of this DAF implementation is the addition of the CFI Hitachi Order
Management System (HOMS) into the DAF. Customer will design, build, and test the HOMS at
the Customer facility. The HOMS will be delivered to MDA prior to the DAF Factory





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	 	 	Acceptance Test (FAT) for integration into the DAF. The HOMS becomes part of the DAF
starting with the DAF FAT. The HOMS components are listed in the Customer Furnished Items
table 9 of section 2.2.8 and in the HOMS requirements table 12 of section 4.
	 
	2.2.1	 	Schedule
	 
	 	 	This DAF implementation will consist of two primary delivery milestones relative to the
delivery of functionality for the WorldView-1 and WorldView-2 satellites. Delivery
milestone one will be the delivery of a DAF capable of operations with the WorldView-1
Satellite. Delivery milestone two will be the delivery of a software update to add in the
functionality for the WorldView-2 satellite. Table-1 provides a schedule of events required
to meet the operational readiness dates.
	 
	2.2.2	 	Implementation Project Activities
	 
	 	 	All implementation activities are divided into several phases in which defined tasks are
performed; defined outputs are produced and validated before proceeding to the next phase.
The following provides a description of each major phase of an implementation.
	 
	2.2.2.1	 	Implementation and Facility Planning Phase
	 
	 	 	This phase begins with a Kick-Off (KO) meeting at MDA’s facility to initiate the project
planning tasks including a review of End-User specific details, proposed schedule, and
facility requirements.
	 
	 	 	Project initiation tasks in this phase include developing the DAF Implementation Plan,
staffing the project, and identifying and surveying End-User furnished facilities and
equipment. A customer specific Facility Requirements Specification is finalized and
reviewed showing what elements are to be provided by Customer or the End-User.



Also during this phase MDA will begin the procurement of hardware and equipment on a
schedule consistent with the delivery of the DAF. Some long lead items may already be on
order in anticipation of this Implementation Task Order.
	 
	 	 	Implementation Plans, External Interface Control Documents (ICD) and Facility Requirements
will be presented for review and approval by DigitalGlobe and Customer at the Implementation
Plan Review (IPR) which will be held at the End-Users’ facility approximately one month
following the contract start.
	 
	2.2.2.2	 	Procurement Phase
	 
	 	 	All remaining Commercial Off The Shelf (COTS) hardware and software not already ordered is
placed on order during this phase by MDA. MDA will apply for any Canadian export permits,
license and insurance as required for this implementation. DigitalGlobe will also apply for
U.S. Government export permits, license and insurance as required for this implementation





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	2.2.2.3	 	Hitachi Order Management System (HOMS) Development and Delivery
	 
	 	 	At the DAF KO, Customer provides preliminary technical information on their vision for the
Hitachi Order Management System (HOMS) to DigitalGlobe and MDA, for reference purposes.
Customer, DigitalGlobe and MDA will perform analysis of the HOMS requirements described in
section 4 and any additional requirements mutually agreed upon. At the DAF Implementation
Requirements Review (IRR), the HOMS requirements, including interfaces, are reviewed by
Customer, DigitalGlobe, and MDA and agreed upon.
	 
	 	 	Using the agreed-upon requirements, Customer will design the HOMS with close communication
with MDA and DigitalGlobe. At the DAF Implementation Design Review (IDR), the HOMS design
and the DAF design related to the HOMS integration shall be reviewed by Customer,
DigitalGlobe, and MDA and agreed upon. The HOMS Qualification Test Plan and updates to the
DAF Test Plan related to the HOMS integration shall also be reviewed and approved at this
meeting.
	 
	 	 	At the DAF Implementation Test Procedures Review (TPR), the HOMS Factory Qualification Test
Procedures and DAF Acceptance Test Procedures related to the integrated order management
(HOMS and OHS) functionality shall be reviewed by Customer, DigitalGlobe, and MDA.
	 
	 	 	After the HOMS development is complete, a HOMS Factory Qualification Test (FQT) is conducted
by Customer where the HOMS Factory Qualification Test Procedures are run to verify that this
CFI component meets the HOMS requirements. DigitalGlobe will accept the delivery of CFI
HOMS after the successful completion of the HOMS FQT and provide the CFI to MDA for
integration in the Standard DAF and the HOMS becomes part of the DAF as delivered under this
SOW.
	 
	2.2.2.4	 	Integration, Configuration and Pre-Shipment Phase
	 
	 	 	MDA will receive, inspect, and qualify all incoming materials and place them under
configuration management for the project, including the HOMS. MDA will conduct all factory
integration, configuration, and system test of the DAF implementation.
	 
	 	 	During this phase, the DAF Acceptance Test Plan and Procedures are presented at the interim
program management review held at the MDA facility. The test plan details Site Acceptance
Testing and forms the basis for FAT activity.
	 
	 	 	A pre-shipment DAF FAT will be conducted at the MDA facility to confirm system level
functionality. DAF functionality testing is limited to confirming high-level WorldView-1
system functionality against the pre-qualified Standard DAF design and specific testing
associated with non-standard requirements, including the new integrated order management
functionality (HOMS and the Order Handling System (OHS)). Some subcontractor supplied
systems, such as the antenna system upgrade, will be tested and qualified at the vendor
facility by the vendor and MDA.





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	 	 	Prior to shipping, Pre-Shipment Review (PSR) will be conducted at the MDA facility. The
results of the FAT will be reviewed including the validation of configuration reports and
the DAF documentation suite. Export Permits, Insurance and other legal and logistical
elements will be validated and confirmed to be in order. The readiness of the End-User
facility for the DAF installation and the readiness of Customer supplied CFI elements will
also be reviewed and validated. Ultimately a determination of the DAF readiness for
shipping and installation will be completed.
	 
	2.2.2.5	 	Shipping
	 
	 	 	MDA will coordinate all shipping activities including the coordination of subcontractor
shipments. Prior to shipping, all hardware and software components will be identified and
tagged by MDA’s Configuration Management process. This information is recorded in a System
Configuration Report and is updated as necessary at the Site Acceptance Test (SAT).
Following the SAT, the report is provided to Customer.
	 
	 	 	MDA is responsible for all Canadian export procedures and export permit processes and
DigitalGlobe is responsible for all U.S. Government export procedures and export permit
processes. Customer is responsible for all import paperwork, customs clearance, and local
delivery in their country.
	 
	 	 	All DAF systems, except the antenna system upgrade, will be air-freighted to the nearest
port of entry in the destination country. The antenna system supplier will handle all
packing and shipping of the antenna system upgrade directly from their facility to the port
of entry.
	 
	2.2.2.6	 	DAF Installation Phase
	 
	 	 	The antenna system upgrade and DAF system installations will generally occur in parallel,
but not necessarily so. The Antenna supplier will perform the installation and functional
testing of the antenna system at the End-User facility and MDA will perform all other DAF
system installation and testing which includes operational support for the WorldView-1
Satellite.
	 
	 	 	The Antenna System Upgrade Site Acceptance Test (ASAT) will be conducted by MDA and/or the
supplier. DigitalGlobe and Customer may elect to attend the test. The DAF System Site
Acceptance Test (SAT) will occur after the ASAT and when the DAF system installation is
complete. MDA will conduct the testing, which is witnessed by DigitalGlobe, Customer and
the End-User. Customer represents the End-User and provides acceptance to DigitalGlobe and
DigitalGlobe provides acceptance to MDA.
	 
	 	 	Prior to sending the full installation team to the End-User facility, MDA will confirm the
readiness of the facility for DAF installation. System installation begins with MDA
unpacking and having Customer and DigitalGlobe witness the inventory of all parts. MDA will
install and integrate all the components including integration with the antenna system and
the End-User’s computer network. MDA will conduct dry-run DAF Acceptance Test Procedures to
confirm readiness for the formal Site Acceptance Test.





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	 	 	After installation is complete, Customer and/or the End-Customer will conduct an Initial
Check-Out Inspection with the attendance of DigitalGlobe and MDA. The check-out will be a
physical inspection of the DAF equipment installation for quality and compliance to end-user
facility construction requirements. With installation, dry-run testing, and Initial
Check-Out Inspection completed, a DAF SAT Test Readiness Review (TRR) will be conducted.
Customer, MDA and DigitalGlobe will make a determination of readiness for the DAF SAT.
	 
	 	 	DAF SAT will demonstrate to the End-User, Customer and DigitalGlobe that the DAF meets the
WorldView-1 functionality and performance requirements and can perform the operational modes
of the DAF, including the antenna system. DAF SAT testing will include tests executed with
live WorldView-1 data downlinks and end-to-end test sequences that validate the system as
operationally ready. Customer will represent the End-User during the DAF SAT, and Customer
will sign and issue the DAF Acceptance certificate to DigitalGlobe upon successful
completion of the DAF SAT and demonstration of the system meeting requirements.
DigitalGlobe will then provide acceptance to MDA.
	 
	2.2.2.7	 	WorldView-2 Functionality Update Phase
	 
	 	 	After the DAF has been installed and operational for the Worldview-1 satellite, DigitalGlobe
will complete the Worldview-2 (WV-2) functionality development and schedule the installation
of the WV-2 update on the DAF. It is anticipated that no hardware changes or additional
hardware equipment will be necessary. The WV-2 functionality update will be a software
installation on the previously installed DAF.
	 
	 	 	Prior to sending the software update and installation team to the End-User facility, MDA
will confirm the WV-2 functionality update has been completed and passed all factory
development testing and is ready for installation on the DAF.
	 
	 	 	Installation begins with MDA installing the software updates on the existing DAF. MDA will
conduct dry-run WV-2 Functionality Acceptance Test Procedures to confirm readiness for the
formal Site Acceptance Test.
	 
	 	 	After installation is complete, Customer, MDA and DigitalGlobe will make a determination of
readiness for the WV-2 SAT.
	 
	 	 	WV-2 SAT will demonstrate to the End-User, Customer and DigitalGlobe that the DAF meets the
functionality and performance requirements for Operations with the Worldview-2 satellite.
WV-2 SAT testing will include tests executed with live WorldView-2 data downlinks and
end-to-end test sequences that validate the system as operationally ready. Customer will
represent the End-User at the SAT tests, and will sign and issue the WV-2 DAF Update
Acceptance certificate to DigitalGlobe upon successful completion of the WV-2 SAT.
DigitalGlobe will provide acceptance to MDA.
	 
	2.2.2.8	 	Customer Training
	 
	 	 	Training is done in four parts; Instructional session, Antenna System session, Practical
session, and a follow-on Practical Session for WV-2 functionality. Table 7 in the
Deliverables Section provides a list of topics, basic description of the topic and
approximate duration for each topic.





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	 	 	The first part is instructional training conducted by MDA and takes place at the MDA facility
prior to the completion of DAF installation. Up to ten trainees may attend the sessions
except the overview and WV-2 upgrade training sessions may have up to 25 attendees.
Instructional training is classroom style geared toward familiarizing Customer and the
End-User with the DAF components and systems, followed by a review of the operations
procedures, maintenance procedures, and help desk procedures.
	 
	 	 	The second part is antenna system training conducted by the antenna supplier and takes place
at the End-User DAF facility after the completion of the antenna system acceptance test. Up
to ten trainees will attend. Antenna system training is both classroom and hands-on style
geared toward familiarizing Customer and the End-User with the antenna system, followed by a
review of the operations procedures and maintenance procedures.
	 
	 	 	The third part is practical training and takes place at the End-User DAF facility after the
completion of DAF SAT. Up to ten trainees will attend the session. Practical training is
hands-on style geared toward practicing the use of the DAF systems. Training is conducted on
the installed DAF, including the antenna, for all operational functions of the DAF. Live
satellite downlinks and communication channels with DigitalGlobe will be used.
	 
	 	 	Upon completion of the Training and all Acceptance Tests, DigitalGlobe will lead a Site
Operational Readiness Review (SORR) with Customer and the End-User and with support from MDA.
Site Operational Readiness is declared when the DAF and End-User operators are declared
ready for full operations. In support of SORR, MDA will provide DAF SAT results and system
training certificates.
	 
	2.2.2.9	 	On-Site Customer Support
	 
	 	 	MDA will provide one month of on-site support after training to facilitate smooth transition
of the End-User’s operations team to full use of the DAF. This support will be provided by
one DAF-knowledgeable engineer and will include routine operations or maintenance of the
system.
	 
	2.2.3	 	DAF Support and Maintenance
	 
	 	 	DigitalGlobe will provide Operations and Maintenance Support (O&M) of the DAF installation
under a separate O&M task order. The services provided will be described in the Statement
of Work for the Support and Maintenance Task Order of the Master Agreement.
	 
	2.2.4	 	Reviews and Meetings
	 
	 	 	A milestone and review meeting plan for the DAF implementation activity is shown in Table 1.
	 
	 	 	Most reviews include both a technical review and a program management review part, as shown
in Table 1. The attendees will be MDA, DigitalGlobe, and Customer. The End-User may attend
the reviews at their option.
	 
	 	 	As the prime contractor, DigitalGlobe is the authority responsible for approving all
contracted documentation deliverables that are produced by MDA and reviewed during the DAF
meetings. Customer is responsible for representing the End-Users interests for all
deliverables.





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	 	 	In Table-1, Activity Start (AS) occurs on the execution date of the DAF Purchase Agreement
which is identified in the first paragraph of the Agreement.





Table-1 Implementation Activity Reviews and Meetings




[3 pages ***Redacted***]





	2.2.4.1	 	Access to MDA Facility
	 
	 	 	Customer and End-User access to the MDA facility will be provided as necessary on an escort
basis. A list of attendees must be provided to the MDA DAF Project Manager a minimum of
five days in advance to ensure appropriate access is approved.
	 
	2.2.4.2	 	Access to DigitalGlobe Facility
	 
	 	 	Customer and End-User access to the DigitalGlobe facility will be provided as necessary on
an escort basis. A list of key personnel shall be provided to the DigitalGlobe DAF Project
Manager to ensure appropriate access is approved.
	 
	2.2.4.3	 	Access to Customer Facility
	 
	 	 	MDA and DigitalGlobe access to the Customer facility will be provided as necessary on an
escort basis. A list of key personnel shall be provided to the Customer DAF Project Manager
to ensure appropriate access is approved.
	 
	2.2.4.4	 	Access to End-User Facility
	 
	 	 	Contractor access to the End-User facility will be provided to MDA and DigitalGlobe key
employees on the project. Contractor access to the End-User facility will be provided as
necessary on an escort basis. A list of attendees shall be provided to the Customer DAF
Project Manager, who represents the End-User, in order to ensure appropriate access for
these attendees is approved.
	 
	2.2.5	 	System Acceptance and Issue Resolution
	 
	 	 	The DAF System Implementation Acceptance will be achieved by demonstrating compliance to the
DAF System Requirements Specification and Implementation Requirements during DAF SAT which
includes end-to-end “day-in-the-life” type sequences with live WV-1 Satellite downlinks. The
WV-2 Update Acceptance will be achieved by demonstrating compliance to the WV-2 specific DAF
System Requirements during WV-2 SAT which includes end-to-end “day-in-the-life” type
sequences with live WV-2 Satellite downlinks.
	 
	 	 	If functionality or requirements of the DAF previously tested and accepted is found to be
non-compliant during this test, the issue will be considered a Non-Compliance against the
DAF.





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	 	 	During the execution of the DAF SAT or WV-2 SAT, all issues will be noted. Following each
day of testing, a meeting will be held to review all of the issues arising on that day. The
SATs will conclude with a SAT wrap-up meeting. At the SAT wrap-up meeting, MDA,
DigitalGlobe, Customer and the End-User will discuss and agree on the resolution for each
Issue. If an Issue is determined to be a Non-Compliance, it will be assigned a severity
level. A Non-Compliance against the DAF implementation will be handled by MDA to bring the
issue into compliance.
	 
	2.2.6	 	Warranty
	 
	 	 	The DAF implementation is provided a one-year warranty starting at the successful completion
of the DAF Site Acceptance Test. Terms of the warranty are described in the DAF Purchase
Agreement.
	 
	2.2.7	 	Deliverables
	 
	2.2.7.1	 	Document Deliverables
	 
	 	 	Table-2 provides a list of all project documentation to be delivered during a DAF
Implementation Activity. This section describes the process to be used for reviewing and
approving all formal plans, technical documents and reports (i.e., all document deliverables
except those items labeled “For Information” or “As-Built”, which are not subject to
review).

DigitalGlobe will deliver all documents to one designated recipient at Customer on the
delivery date specified in Table-2. Customer is responsible for coordinating and managing
its own document review process and is expected to submit review comments in one of two
forms:






•   consolidated list of review comments by document section, submitted 3 days in
advance of each review meeting (preferred)




•   verbal comments at review meetings




	 	 	MDA and DigitalGlobe will agree on how to address each review comment as part of each review
meeting. Decisions and action items will be recorded in the meeting minutes. Specific
changes will be captured as redlines to the document under review. DigitalGlobe will update
and reissue each formal document following the meeting in which it was reviewed. All agreed
action items, decisions and redlines as minuted during the review are incorporated into the
document updates. Customer will notify DigitalGlobe, within 14 calendar days of the release
of the revised document, if the deliverable is not acceptable, by submitting a consolidated
list of comments by action item.
	 
	 	 	All documentation will be delivered in English. All document deliverables shall be
delivered in soft copy; hard copy versions shall also be provided for the documents
identified in the “Format” column of Table 2 as “including hardcopy”. Hard copy documents
shall be bounded. Soft Copy documents shall be in PDF format or MS-Word format, or as
otherwise agreed as necessary. All documents shall include at a minimum, a title,
document number, date, and a revision level.





Table-2 Implementation Activity Document Deliverables




[4 pages ***Redacted***]



 




			
	*	 	Delivery dates are specified in terms of calendar days before/after the start/end of each event.





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	2.2.7.2	 	DAF System Deliverables
	 
	 	 	The DAF delivery to the End-User facility includes both hardware and Software as defined in
the following tables. Table-3 provides a list of hardware deliverables for this DAF
implementation. Table-4 provides a list of Software deliverables installed on the DAF
hardware. Table-5 provides a list of Equipment Spares delivered with the DAF hardware.
	 
	 	 	A DAF implementation also requires services by MDA for the End-User to prepare them for
operations. A summary of the services included is provided in Table-6.





Table-3 Hardware Deliverables




[2 pages ***Redacted***]




Table-4 DAF Software Deliverables




[***Redacted***]




Table-5 DAF Spare Equipment Deliverables




[***Redacted***]





	2.2.7.3	 	DAF Implementation Service Deliverables
	 
	 	 	The DAF System Implementation for a Customer also requires several services in order to
complete the implementation of a DAF for a customer.
	 
	 	 	Table-6 provides a list of training and support services provided directly to the customer
to prepare them for operations. Table-7 provides a table explaining the DAF System Training
program. The topics and durations of each topic is preliminary and subject to the
development of the complete training program during the project execution.
	 
	 	 	Table-8 provides a list of additional services DigitalGlobe will provide in support of the
DAF System Implementation.





Table-6 DAF Training and Support Service Deliverables




[***Redacted***]




Table-7 Preliminary DAF Training Program




[2 pages ***Redacted***]




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Table-8 DigitalGlobe Furnished Services




[***Redacted***]





	2.2.8	 	Customer Furnished Items
	 
	 	 	Unless specified otherwise in Table 9, Customer will deliver to DigitalGlobe Headquarters
all CFI items, including those originating from the End-User, on the applicable delivery
date. DigitalGlobe will promptly review all Customer Furnished Items (CFI) received from
Customer and will notify Customer within [***Redacted***] if the CFI are not acceptable. As
the prime contractor, DigitalGlobe shall assume responsibility for the delivery of all CFI
to MDA. Table 9 provides a list of items that Customer will provide to DigitalGlobe or MDA
as required in support of the DAF implementation.





Table-9 Customer Furnished Items




[3 pages ***Redacted***]





	3.	 	ASSUMPTIONS
	 
	 	 	This SOW is based on the management and technical assumptions described in Table-10 and
Table-11.





Table-10 DigitalGlobe’s Management Assumptions for the DAF Implementation




[***Redacted***]




Table-11 DigitalGlobe’s Technical Assumptions for the DAF implementation




[***Redacted***]





	4.	 	Hitachi Order Management System (HOMS) Requirements
	 
	 	 	This CFI Hitachi Order Management System (HOMS) shall meet the requirements listed in Table
12. These requirements will be refined during project execution.





Table 12- HOMS Requirements




[***Redacted***]




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APPENDIX C




REQUIRED DAF PERSONNEL



The DAF requires Customer and/or End-User supplied staffing to properly operate and maintain the
DAF equipment as trained by DigitalGlobe or its agent. Table -1a and Table -1b represents the
required postions and general job qualifications of the personnel.




Table -1a: DAF Staffing and Qualifications for Positions 1 and 2




	 	 	 	 	 	 	 
	 	 	Position 1—DAF Manager	 	Position 2—CSR/Collection Planner
	 

	 	DAF Manager
	 	Client Service

Representative
(CSR)
	 	Collection Planner
	 
	 	 	 	 	 	 
	Job Description

	 	Oversees the
operation of the
entire DAF, manages
personnel, and
manages window
requests with
DigitalGlobe.
	 	Interacts with
End-User for image
data ordering and
order tracking.
	 	Performs
acquisition and
data downlink
planning for
satellite activity.
	 
	 	 	 	 	 	 
	Shift Description

	 	One shift per day,


regular business
hours.
	 	One shift per day,
regular business
hours.
	 	One 4 hour shift
per day for the
morning satellite
passes.
	 
	 	 	 	 	 	 
	 

	 	 	 	Expected hours:
	 	Expected hours: 30-60
	 

	 	 	 	depends on process
of interaction with
end-users.
	 	hours/month.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Can also be shared

with Pass
Controller.
	 
	 	 	 	 	 	 
	Qualifications

	 	4-6 years remote
sensing experience.
	 	2-4 years remote
sensing experience.
	 	2-year college
degree or diploma
or equivalent
experience.
	 
	 	 	 	 	 	 
	 

	 	2-4 years management
experience.
	 	Experience with
computer operations
using Windows or
UNIX.
	 	2-4 years remote
sensing experience.






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Table -1b: DAF Staffing and Qualifications Continued for Positions 3 and 4




	 	 	 	 	 	 	 	 	 
	 	 	Position 3—Pass Controller/Production Specialist	 	Position
4— System Administrator
	 

	 	Pass Controller
	 	Production Specialist
	 	DAF System

Administrator (SA)
	 	CGT System

Administrator (SA)
	 
	 	 	 	 	 	 	 	 
	Job Description

	 	Conducts the command
uplink and data
downlink operations for
each satellite pass.
	 	An image production
specialist who monitors
and interacts with the
image processing
components of the DAF.
	 	Performs regular
maintenance functions
for the DAF hardware
and software.
	 	Performs regular
maintenance functions
for the DAF CGT
hardware and software.
	 
	 	 	 	 	 	 	 	 
	Shift Description

	 	One 4 hour shift per
day for the morning
satellite passes.
	 	One 4 hour shift per
day after the morning
satellite passes.
	 	On-call: 7 days a week.
	 	On-call: 7 days a week.
	 
	 	 	 	 	 	 	 	 
	 

	 	Expected hours: 30-60
hours/month.
	 	Expected hours: 30-60+
hours/month, depending
on the types of
products.
	 	Expected hours: 30-60
hours/month.
Located to allow <
60 minute response
time.
	 	Expected hours: 30-60
hours/month.
Located to allow <
60 minute response
time.
	 
	 	 	 	 	 	 	 	 
	 

	 	Can also be shared with
Collection Planner.
	 	 	 	Can be shared with CGT
SA.
	 	Can be shared with DAF
SA.
	 
	 	 	 	 	 	 	 	 
	Qualifications

	 	2-4 years remote
sensing experience.
	 	2-year college degree

or diploma or

equivalent experience
	 	2-4 years experience
in computer hardware
maintenance, network
administration, and
Windows and UNIX
system administration.
	 	2-4 years experience
in computer hardware
maintenance, network
administration, and
Windows system
administration.
	 
	 	 	 	 	 	 	 	 
	 

	 	Experience with
computer operations
using Windows or UNIX.
	 	2-4 years remote
sensing experience.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Satellite remote
sensing, map
projections and geodesy
theory an asset.
SocetSet experience an
asset.	 	 	 	 






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APPENDIX D




PAYMENT AND DELIVERY SCHEDULE




[***Redacted***]




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Amendment No. 1

to the

Direct Access Facility Agreement Between

DigitalGlobe, Inc. and

Hitachi Software Engineering Co., Ltd.



This Amendment No. 1 (hereinafter, the “Amendment”) is made effective July 10, 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 the Direct Access Facility
Agreement, effective April 3, 2007 (the “Agreement”); and



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



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





	1.	 	Revisions to Table-2 of Appendix B. [***Redacted***]
	 
	2.	 	Revisions to Table-6 of Appendix B. [***Redacted***]
	 
	3.	 	Revisions to Table-1 of Appendix B. [***Redacted***]
	 
	4.	 	Revisions to Table-5 of Appendix B. [***Redacted***]





CONFIDENTIAL AND PROPRIETARY




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IN WITNESS WHEREOF, the parties have executed this Amendment in duplicate, effective as of the last
date signed below.




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

	 	/s/ Stanford Scott Smith
 

	 	 	 	By:
	 	/s/ Shigeru Kono
 

	 	 
	Name: Stanford Scott Smith	 	 	 	Name: Shigeru Kono	 	 
	Title: COO	 	 	 	Title: Manager, Procurement Department	 	 
	Date: 3/4/08	 	 	 	Date: 3/25/08	 	 






CONFIDENTIAL AND PROPRIETARY





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