exv10w1





Exhibit 10.1



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







Contract




for




Engineering Services

between

Earthwatch Incorporated

and

Ball Aerospace &

Technologies Corporation




Contract #9602-0117




Earthwatch Incorporated: “An Imaging and Information Company”



 





1900 Pike Road, Longmont, Colorado USA 80501-6700

Tel: 303.682.3800 Fax: 303.682.3848




 









 










Table of Contents




	 	 	 	 	 
	Article 1. Services
	 	 	1	 
	Article 2. Price
	 	 	1	 
	Article 3. Payment
	 	 	2	 
	Article 4. Period of Performance
	 	 	2	 
	Article 5. Warranty
	 	 	2	 
	Article 6. Independent Contractor
	 	 	3	 
	Article 7. Indemnification
	 	 	3	 
	Article 8. Proprietary Information
	 	 	4	 
	Article 9. Access
	 	 	5	 
	Article 10. Delegation of Responsibilities
	 	 	5	 
	Article 11. Force Majeure
	 	 	5	 
	Article 12. Termination
	 	 	5	 
	Article 13. Applicable Laws
	 	 	5	 
	Article 14. Arbitration
	 	 	5	 
	Article 15. Liability
	 	 	6	 
	Article 16. Assignment
	 	 	6	 
	Article 17. Entire Agreement
	 	 	6	 
	Article 18. No Third Party Beneficiaries
	 	 	7	 
	Article 19. Severability
	 	 	7	 







 












 





          This Contract is entered into this 1st day of March, 1996, by and between Earthwatch,
Incorporated, a corporation organized and existing under the laws of the State of Delaware, having
an office at 1900 Pike Road, Longmont, Colorado, 80501, (hereinafter referred to as “Earthwatch”),
and Ball Aerospace and Technologies Corporation, a corporation organized and existing under the
laws of the State of Delaware, having an office at 10 Longs Peak Drive, Broomfield, Colorado, 80021
(hereinafter referred to as “BATC”).




WITNESSETH




          WHEREAS, Earthwatch has a need for engineering and technical management support for
integration and test of privately owned satellite remote sensing systems,




          WHEREAS, BATC is willing to provide the engineering and technical management support to assist
Earthwatch‘s technical staff,




          WHEREAS, BATC has agreed with Earthwatch to provide technical assistance to Earthwatch for
certain consideration,




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




Article 1. Services



BATC will provide and Earthwatch will pay for the engineering and technical management support
required to assist Earthwatch in the integration and test of satellite remote sensing systems
throughout the period of performance and in accordance with the terms and conditions of this
contract. Such services shall be performed by individuals as employees of BATC, an independent
contractor. BATC shall not provide Services under this Agreement, which are performed by its
employees, in jurisdictions where such employees have not been admitted to practice such
professional services or otherwise do not have a requisite professional license or certification.
BATC shall determine both the staffing required and the particular personnel assigned to perform
the Services. The work contemplated to be performed by BATC shall be at or about the Earthwatch
facilities located in California and Colorado.




Article 2. Price



The price of the Services is exclusive of all sales, use, value added, excise, privilege, personal
property or other taxes or duties occasioned by the use of the Services.




2.1 Labor





All Labor charges shall be at BATC‘s actual labor costs plus burdens and profit at
[**Redacted**]. The following hourly rates represent the average selling price per labor
hour for each of the available labor categories:



[***Redacted***]

















 










2.2 Materials





All Material charges shall be at BATC‘s actual cost plus burdens at [**Redacted**]. Profit
shall not be included in Material charges.



          Sample Calculations:




							
	 

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

	 	 	 	[**Redacted**]	 	 
	 

	 	 	 	[**Redacted**]	 	 






2.3 Other Direct Costs (ODC)





ODC charges such as expenditures for telephone, mailing, computer time and miscellaneous
expenses shall be charged at BATC‘s actual cost plus burdens at [**Redacted**]. Profit
shall not be included in ODC charges.



2.3.1 Travel





Travel costs including airfare, automobile rental, lodging, meals, and miscellaneous expense
will be charged at BATC‘s actual costs as defined in BATC Directive and Procedure No. D & P
10.03, dated May 1, 1992 as amended, plus burdens at [**Redacted**]. Profit will not be
included in travel charges.



Article 3. Payment



Payment will be made by Earthwatch within net 30 days after the date of BATC‘s monthly invoice to:



Ball Corporation

10 Longs Peak Drive

Broomfield, CO 80021




Article 4. Period of Performance



The term of this Contract is from 1 March 1996 through 31 December 1996. Any work requested that
will require performance beyond this date will require a written amendment to this contract.




Article 5. Warranty



BATC AGREES TO PERFORM ITS SERVICES WITH THAT STANDARD OF CARE AND GOOD FAITH AS IT USES IN
PERFORMING SERVICES FOR ITS OWN ACCOUNT. THE




2









 












FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, GUARANTEES, DUTIES OR OBLIGATIONS, WHETHER
EXPRESSED, IMPLIED OR STATUTORY, ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE ARISING OUT OF THIS CONTRACT OR THE SERVICES.




Article 6. Independent Contractor



BATC shall not and shall not be deemed to, as a result of the performance of the work, supervise,
direct or have control over the performance by Earthwatch or its lower tier subcontractors (if any)
and vendors (if any) nor shall BATC have authority over or responsibility for means, methods,
techniques, sequences or procedures of work selected by Earthwatch or its subcontractors and
vendors or for any failure to comply with any contract requirements, laws, regulations, rules,
ordinances or codes applicable to Earthwatch‘s work. BATC does not guarantee the performance of
work by Earthwatch, its subcontractors and vendors; Earthwatch shall be solely responsible for the
performance of its work in accordance with Earthwatch‘s contract with its customers and for the
performance of Earthwatch‘s subcontractors and vendors in their respective contracts with
Earthwatch.




Article 7. Indemnification



Earthwatch recognizes that it is solely responsible for its own performance, the performance of its
subcontractors and any other consultants with respect to the Earthwatch business activities or any
other use which may be made of the work furnished hereunder. Earthwatch hereby waives any claim it
may have against BATC, its officers, directors, contractors, subcontractors, employees and agents,
and agrees to indemnify and save BATC, its officers, directors, contractors, subcontractors,
employees, and agents harmless from any and all claims, losses, lawsuits, damages, costs or
expenses including reasonable attorneys’ fees including without limitation claims by Earthwatch
employees, arising from or relating to:





	 	(a)	 	the performance or nonperformance by BATC of the work or the furnishing by BATC
of facilities, equipment or administrative and technical information or assistance
hereunder, irrespective of whether such claim, loss, lawsuit, damage, cost or expense
arises out of or is alleged to have arisen out of or caused by breach of warranty or
otherwise, except in the case of BATC‘s gross negligence or willful misconduct;
	 
	 	(b)	 	the use by Earthwatch of any technical information, administrative assistance,
consultations or advice furnished by BATC or its employees that infringes or is alleged
to infringe any patents, copyrights or other intellectual property rights owned by
third parties;
	 
	 	(c)	 	damage to property of BATC and its customers, and injuries, including fatal
injury, to all persons arising out of or related to this Contract.




The provisions of this section shall survive rescission, termination, expiration or cancellation of
this Contract.




3









 













Article 8. Proprietary Information



Earthwatch and BATC understand that data or information disclosed by either party or any of its
operating divisions to any employee during the performance of this agreement may be deemed to be
Proprietary and Confidential to the disclosing party. Therefore, the parties undertake to treat
and maintain such data in strict secrecy and confidence.



Data and information generated by BATC under the terms of this contract shall be considered
Earthwatch Proprietary and marked accordingly. Earthwatch shall have exclusive right to use this
data for other markets. Exclusive of the data and information generated under the terms of this
agreement, Earthwatch and BATC understand that certain other data disclosed by either party may be
deemed Proprietary and Confidential by that party.



This Article shall not restrict the use by either party of information which, as established by
written documentation, is substantially in its entirety (i) publicly available from sources other
than as a result of disclosure directly or indirectly by either party, (ii) obtained on a
non-confidential basis from a source other than the disclosing party which is entitled to disclose
the information and/or (iii) independently developed by the receiving party without use of the
other party’s Proprietary data provided.



Both parties shall exercise all proper diligence and use every proper precaution to prevent any
other party from having access to Proprietary data provided, however, that either party shall be
entitled to disclose the Proprietary data to responsible consultants, advisors, vendors and
suppliers of equipment, software and services who are necessary to carry out its business and the
purposes of this Agreement and who have entered into nondisclosure agreements with the receiving
party in a form no less restrictive that the terms of this Article.



Both parties shall abide by all confidentiality obligations relating to third party information
that may be included in the Proprietary data disclosed to the receiving party, provided that the
receiving party is notified in writing or otherwise becomes aware of such confidentiality
obligations prior to the time that the party fails to abide by such obligations, and shall
indemnify and hold the other harmless form and against all claims, damages, losses, costs and
expenses (including reasonable attorneys’ fees) arising out of or alleged to have arisen out of
either party’s failure to do so, provided that the other party is notified in writing by the
disclosing party or otherwise becomes aware of such confidentiality obligations prior to the time
of the failure to abide by such obligations.



The provisions of this section shall survive rescission, termination, expiration or cancellation of
this Contract.



Notwithstanding any provision of this agreement, Earthwatch shall have the exclusive right to use
data and information developed by BATC for Earthwatch in commercial markets as defined in the
Property Transfer Agreement dated January 27, 1995 and BATC shall have the right to use such data
and information for all other uses and markets.




4









 













Article 9. Access 



Earthwatch agrees to grant access to representatives of BATC to its facilities and its employees,
agents and consultants to provide the services provided for under this Agreement, if necessary.




Article 10. Delegation of Responsibilities



In consultation with Earthwatch, BATC may delegate its responsibilities and obligations hereunder
from time to time as may be required in its discretion, but no such delegation shall operate to
relieve either party from its responsibility for the faithful performance of this Agreement.




Article 11. Force Majeure



BATC or Earthwatch, as appropriate, shall be excused for failure to perform any part of this
Agreement due to events beyond its control, including but not limited to: fire, storm, flood,
earthquake, explosion, accident, acts of public enemy, riots and other civil disturbances,
injunctions, transportation embargoes or delays, acts of God, failure of performance of third
parties necessary to BATC‘s or Earthwatch‘s performance under this Agreement, or the laws or
regulations of the federal, state or local government or branch or agency thereof; provided,
however, no force majeure event shall excuse the obligation of the party claiming the benefit of a
force majeure event from paying the applicable fees for any services provided by the other party.




Article 12. Termination



Earthwatch may terminate BATC‘s assistance by giving thirty (30) days advance written notice to
BATC, specifying the effective date upon which BATC‘s services are terminated. In such event, BATC
shall be paid pursuant to the terms of this Contract for (a) all work performed up to the effective
date of such termination, (b) for time and materials using the rates in Article 4 above,
which may be incurred by BATC after the effective date of termination attributable to bringing
BATC‘s work to an orderly conclusion. A proposal for (b) above shall be submitted to Earthwatch
within thirty (30) days of written notification of termination; such proposal when added to the
work accomplished to date shall not exceed the total value of this Contract.




Article 13. Applicable Laws



This Contract shall be governed by and construed in accordance with the laws of the STATE OF
COLORADO, U.S.A.




Article 14. Arbitration



Any dispute or controversy arising out of, in connection with or in relation to this Contract will
be determined and settled, at the election of either party made within sixty (60) days of receipt
of written notice of the existence of any such dispute or controversy, by arbitration to be held in
Denver, Colorado, in accordance with the rules then prevailing of the American Arbitration
Association. Arbitration may be conducted by one arbitrator by mutual agreement of the parties
or by three arbitrators, if the parties cannot so agree, with each party choosing one arbitrator
and the chosen arbitrators choosing the third. Any award rendered therein shall be final and
binding



5









 











upon BATC and Earthwatch and may be entered thereon in the appropriate state court of the State of
Colorado for the City and County of Denver.




Article 15. Liability





	 	(a)	 	The sole remedy of Earthwatch for any claim relating to the performance or
nonperformance of the Services or other obligations under this Contract shall be a
refund by BATC to Earthwatch of any charges or fees paid for the applicable Services.
It is expressly agreed that the Contract sets forth the sole and exclusive remedies
available to Earthwatch and that BATC‘s liabilities are limited as set forth herein.
BATC has neither granted nor assumed any other warranties, guarantees, duties,
liabilities or obligations, either express, implied, statutory, at law or in equity.
	 
	 	(b)	 	BATC shall, under no circumstances, be liable for special, incidental,
exemplary, punitive, or consequential damages, including, but not limited to, loss of
profit or anticipated revenue, interest, loss of use, loss by reason of non-operation
or service, cost of substitute materials or equipment, nonconforming or defective goods
or services furnished hereunder or other such claims arising from any cause whatsoever,
whether or not such loss or damage is based in contract, warranty, tort (including
negligence), strict liability, indemnity or otherwise. Earthwatch shall indemnify and
hold BATC harmless from any such damages as may be claimed by any direct or indirect
customer of Earthwatch.
	 
	 	(c)	 	The total liability of BATC for all claims of any kind, whether based in
contract, warranty, tort (including negligence), strict liability, indemnity or
otherwise, arising out of, connected with or resulting from BATC’s performance or
breach of this Contract or from nonperformance of the goods or services furnished under
this Contract, shall in no event exceed the total consideration for the goods and
services furnished hereunder.





Article 16. Assignment



Earthwatch shall not assign the Contract or any benefits arising therefrom without the prior
written consent of BATC. This provision against assignment shall not apply to the sale or merger
of either party with a third party.




Article 17. Entire Agreement



This Contract constitutes the entire agreement among the parties hereto with respect to the subject
matter hereof and supercedes and cancels all previous agreements, negotiations, commitments and/or
representations made among the parties hereto either oral or in writing. This Contract cannot be
altered, amended, modified or supplemented except by written instrument or instruments signed by
respective duly authorized representatives of the parties hereto.




6









 













Article 18. No Third Party Beneficiaries



Each of the provisions of this Agreement is for the sole and exclusive benefit of the parties
hereto assigned respectively, as their interests may appear, and shall not be deemed for the
benefit of any other person or entity or group of persons or entities.




Article 19. Severability



The provisions of this Contract shall be deemed to be severable, and any invalidity of any
provision of this Contract shall not affect the validity of the remaining provisions of this
Contract.





7











 









IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their respective
duly authorized representatives as of the date first above written.




EARTHWATCH, INCORPORATED




	 	 	 	 	 	 	 
	By:

	 	/s/ Richard N. Herring	 	2/29/96 	 	 
	 

	 	 
	 	 	 	 
	 

	 	Richard N. Herring
	 	Date	 	 
	 

	 	Chief Executive Officer	 	 	 	 






BALL AEROSPACE & TECHNOLOGIES CORPORATION




	 	 	 	 	 	 	 
	By:

	 	/s/ E. L. Vande Noord	 	3/4/96 	 	 
	 

	 	 
	 	 	 	 
	 

	 	E. L. Vande Noord
	 	Date	 	 
	 

	 	Senior Vice President	 	 	 	 
	 

	 	General Manager	 	 	 	 







8











 





Amendment                     




TO




Contract 9602-0117




Between




DIGITALGLOBE, INC.




And




BALL AEROSPACE & TECHNOLOGIES CORP.



This Amendment incorporates the following changes to Contract 9602-0117 (the “Contract”) between
DigitalGlobe, Inc. and Ball Aerospace & Technologies Corp. All terms not noted as changed by this
amendment remain in force.





	 	1)	 	Replace Article 2 “Price” in its entirety with the following:
	 
	 	 	 	Article 2.1 Labor


The actual price to be invoiced by BATC and paid by DigitalGlobe will be equal to
the total labor expended by the identified labor categories at the labor hour prices
identified as follows:
	 
	 	 	 	Engineering (EN)





[**Redacted**]




 









 






	 	 	 	Production and Test (P&T)





[**Redacted**]





2.2 Materials




All materials and other direct costs (ODC), shall be at BATC’s actual costs plus
[**Redacted**].




	 	2)	 	Article 4 “Period of Performance” is amended as follows:
	 
	 	 	 	Article 4 Period of Performance
	 
	 	 	 	Extend the period of performance by one (1) year from 31 December 2007 to 31
December 2008. The total period of performance is from 01 March 1996 to 31 December
2008.




IN WITNESS WHEREOF, the parties hereto have caused this amendment to be executed by their
respective duly authorized representative as of the date if the last signature below.




DigitalGlobe, Inc.




	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ S.S. Scott
	 	 	 	Date:   March 6, 2008
	 	 
	 

	 	 	 	 	 	 	 	 





Ball Aerospace & Technologies Corp.




	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ T.H. Lapotosky
	 	 	 	Date:   March 19, 2008
	 	 
	 

	 	 	 	 	 	 	 	 





 









 





Amendment C4 2007




TO




Contract 9602-0117




Between




DIGITALGLOBE, INC.




And




BALL AEROSPACE & TECHNOLOGIES CORP.



This Amendment incorporates the following changes to Contract 9602-0117 (the “Contract”) between
DigitalGlobe, Inc. and Ball Aerospace & Technologies Corp. All terms not noted as changed by this
amendment remain in force.





	 	1)	 	Replace Article 2 “Price” in its entirety with the following:
	 
	 	 	 	Article 2.1 Labor


The actual. price to be invoiced by BATC and paid by DigitalGlobe will be equal to
the total labor expended by the identified labor categories at the labor hour prices
identified as follows:
	 
	 	 	 	Engineering (EN)





[**Redacted**]




 









 






	 	 	 	Production and Test (P&T)





[**Redacted**]





2.2 Materials




All materials and other direct costs (ODC), shall be at BATC’s actual costs plus
[**Redacted**].




	 	2)	 	Article 4 “Period of Performance” is amended as follows:
	 
	 	 	 	Article 4 Period of Performance
	 
	 	 	 	Extend the period of performance by one (1) year from 31 December 2006 to 31
December 2007. The total period of performance is from 01 March 1996 to 31 December
2007.




IN WITNESS WHEREOF, the parties hereto have caused this amendment to be executed by their
respective duly authorized representative as of the date if the last signature below.




DigitalGlobe, Inc.




	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Bettina Eckerle
	 	 	 	Date:   06/06/2007
	 	 
	 

	 	 	 	 	 	 	 	 





Ball Aerospace & Technologies Corp.




	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ T.H. Lapotosky
	 	 	 	Date:   06/07/2007
	 	 
	 

	 	 	 	 	 	 	 	 





 









 





Amendment 11




TO




Contract 9602-0117




Between




DIGITALGLOBE, INC.




And




BALL AEROSPACE & TECHNOLOGIES CORP.



This Amendment incorporates the following changes to Contract 9602-0117 (the “Contract”) between
DigitalGlobe, Inc. and Ball Aerospace & Technologies Corp. All terms not noted as changed by this
amendment remain in force.





	 	1)	 	Replace Article 2 “Price” in its entirety with the following:
	 
	 	 	 	Article 2.1 Labor


The actual price to be invoiced by BATC and paid by DigitalGlobe will be equal to
the total labor expended by the identified labor categories at the labor hour
princes identified as follows;
	 
	 	 	 	Engineering (EN)





[**Redacted**]




 









 









	 	 	 	Production and Test (P&T)





[**Redacted**]





2.2 Materials




All materials and other direct costs (ODC), shall be at BATC’s actual costs plus
[**Redacted**].




	 	2)	 	Article 4 “Period of Performance” is amended as follows:
	 
	 	 	 	Article 4 Period of Performance
	 
	 	 	 	Extend the period of performance by one (1) year from 31 December 2005 to 31
December 2006. The total period of performance is from 01 March 1996 to 31 December
2006.




IN WITNESS WHEREOF, the parties hereto have caused this amendment to be executed by their
respective duly authorized representative as of the date if the last signature below.




DigitalGlobe, Inc.




	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Bettina Eckerle
	 	 	 	Date:   3/20/06
	 	 
	 

	 	 	 	 	 	 	 	 





Ball Aerospace & Technologies Corp.




	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ T.H. Lapotosky
	 	 	 	Date:   3/23/2006
	 	 
	 

	 	 	 	 	 	 	 	 






 












 





AMENDMENT 10




to




CONTRACT 9602-0117




between




DIGITALGLOBE®, INC.




AND BALL AEROSPACE & TECHNOLOGIES CORP.



This Amendment incorporates the following changes to Contract 9602-0117 (the “Contract”) between
DigitalGlobe, Inc. and Ball Aerospace & Technologies Corp. All other terms not noted as changed by
this amendment remain in force.







	1.)	 	Replace Article 2 Price in its entirety with the following:
	 
	 	 	Article 2 Price.






	 	2.1	 	Labor





          The actual price to be invoiced by BATC and paid by DigitalGlobe will be equal to the total
labor hours expended by the identified labor categories at the labor hour prices identified as
follows:




[***Redacted***]





	 	2.2	 	Materials





          All material and other direct costs (ODC), shall be at BATC’s actual costs plus
[**Redacted**].





	2)	 	Article 4 Period of Performance is amended as follows:
	 
	 	 	Article 4 Period of Performance.
	 
	 	 	Extend the period of performance by one (1) year from 31 December 2003 to 31 December 2004.
The total period of performance now is from 1 March 1996 to 31 December 2004.




IN WITNESS WHEREOF, the parties hereto have caused this amendment to be executed by their
respective duly authorized representatives as of the date of the last signature below.




 









 





AMENDMENT  10 to

CONTRACT  9602-0117

Page 2






	 	 	 	 	 	 	 	 	 
	DIGITALGLOBE, INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Shawn Thompson
 

Shawn Thompson
	 	 
	 	6/29/04
 

Date
	 	 
	 

	 	Senior Director of Legal Services	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BALL AEROSPACE & TECHNOLOGIES CORP.

COMMERCIAL SPACE OPERATIONS	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Torrence H. Lapotosky
 

Torrence H. Lapotosky
	 	 
	 	06/25/2004
 

Date
	 	 
	 

	 	CSO Contracts	 	 	 	 	 	 







 









 








AMENDMENT 9




to




CONTRACT 9602-0117




between




DIGITALGLOBE®, INC.




AND BALL AEROSPACE & TECHNOLOGIES CORP.



This Amendment incorporates the following changes to Contract 9602-0117 (the “Contract”) between
DigitalGlobe, Inc. and Ball Aerospace & Technologies Corp. All other terms not noted as changed by
this amendment remain in force.





	1.)	 	Replace all references in the Contract to “EarthWatch Incorporated” with “DigitalGlobe, Inc.”.
	 
	2)	 	Article 4 Period of Performance is amended as follows:
	 
	 	 	Article 4 Period of Performance.
	 
	 	 	Extend the period of performance by one (1) year from 31 December 2002 to 31 December 2003.
The total period of performance now is from 1 March 1996 to 31 December 2003.




IN WITNESS WHEREOF, the parties hereto have caused this amendment to be executed by their
respective duly authorized representatives as of the date of the last signature below.




	 	 	 	 	 	 	 	 	 
	DIGITALGLOBE, INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Shawn Thompson
 

Shawn Thompson
	 	 
	 	5/8/03
 

Date
	 	 
	 

	 	Director of Legal Services	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BALL AEROSPACE & TECHNOLOGIES CORP.

COMMERCIAL SPACE OPERATIONS	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ James D. Elliot
 

James D. Elliot
	 	 
	 	5/8/03
 

Date
	 	 
	 

	 	Manager of Contracts / CSO	 	 	 	 	 	 







 












 





AMENDMENT 8




to




CONTRACT 9602-0117




between




EARTHWATCH INCORPORATED d/b/a DIGITALGLOBE®




AND BALL AEROSPACE & TECHNOLOGIES CORP.



This Amendment incorporates the following changes to Contract 9602-0117 between EarthWatch
Incorporated, d/b/a DigitalGlobe and Ball Aerospace & Technologies Corp. All other terms not noted
as changed by this amendment remain in force.



Article 4 Period of Performance is amended as follows:





Article 4 Period of Performance.




Extend the period of performance by one (1) year from 31 December 2001 to 31 December 2002.
The total period of performance now is from 1 March 1996 to 31 December 2002.


IN WITNESS WHEREOF, the parties hereto have caused this amendment to be executed by their
respective duly authorized representatives as of the date of the last signature below.




	 	 	 	 	 	 	 
	EARTHWATCH INCORPORATED 

d/b/a DigitalGlobe	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Robin K. Gunoe Reape
 

Robin K. Gunoe Reape
	 	 
	 	1/2/02

Date
	 

	 	Sr. Legal Counsel	 	 	 	 
	 
	 	 	 	 	 	 
	BALL AEROSPACE & TECHNOLOGIES CORP.

COMMERCIAL SPACE OPERATIONS	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Stephen J. Sorden
 

Stephen J. Sorden
	 	 
	 	12-26-01

Date
	 

	 	Contracts Manager	 	 	 	 






 









 





CSO.01.SJS.002




January 4, 2001




EarthWatch Incorporated

1900 Pike Road

Longmont, CO 80501




	 	 	 	 	 
	Attention:

	 	Robin K Gunoe Reape
	 	Phone: (303) 702-5538
	 

	 	Contracts and Regulatory	 	 
	 

	 	Compliance Manager	 	 
	 
	 	 	 	 
	Subject:	 	Amendment Seven (7) to Contract 9602-0117





Article 4 Period of Performance is hereby modified to extend the period by one (1) year from 31
December 2000 to 31 December 2001. The total period of performance now is 1 March 1996 to 31
December 2001.



Except as modified herein, the provisions of the original order as heretofore amended remain in
full force and effect.



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective duly authorized representatives as of the date of the last signature below




 







	 	 	 	 	 	 	 
	EARTHWATCH INCORPORATED	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Shawn Thompson
 

Shawn Thompson
	 	 
	 	Date: 1/5/01
	 

	 	Director of Contracts	 	 	 	 
	 
	 	 	 	 	 	 
	BALL AEROSPACE & TECHNOLOGIES CORP.
COMMERCIAL SPACE OPERATIONS	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Stephen J. Sorden
 

Stephen J. Sorden
	 	 
	 	Date: 1-4-01
	 

	 	Contracts Manager	 	 	 	 







 











 





AMENDMENT 6

to

CONTRACT 9602-0117

between

EARTHWATCH, INC. AND BALL AEROSPACE AND TECHNOLOGIES CORP.

for the

ENGINEERING SERVICES




This Amendment incorporates the following changes to the Contract as changed by Amendment 1 of 2
February 1997, Amendment 2 of 11 February 1998, Amendment 3 of 6 March 1998, Amendment 4 of 15
January 1999, and Amendment 5 of 25 January 1999. The changes are identified by the relevant
article number. All other terms not noted as changed by this Amendment remain in force.



Article 1 Services, add the following subsection:



1.1 Service Orders.



Service Orders are issued for the performance of work under this contract and are incorporated into
this Contract. Each service order will be dated, contain anticipated start and completion dates,
include a Statement of Work, a list of deliverables, and a suggested funding profile. BATC’s
response is due within five (5) working days of issue and not later than five (5) working days
prior to the start date to allow for a negotiation and agreement period. Each service order will
be mutually agreed on by signature of both parties prior to completion and delivery.



Article 2 Price is amended as follows:



Article 2 Price.



All labor, material and other direct costs (ODC), including travel, shall be at BATC’s actual costs
plus burdens, and profit at [**Redacted**]. The guideline average composite labor hour price is
[**Redacted**]. This rate is for funding guidance and will be updated periodically to reflect
actual prices.



Article 4 Period of Performance is amended as follows:



Article 4 Period of Performance.



Extend the period of performance through 31 December 2000. The total period of performance now is
from 1 March 1996 to 31 December 2000.




1 of 3









 








Contract 9602-0117

Amendment 6




Article 20 Changes is amended as follows:



Article 20 Changes.




Changes to this Contract or any of its Service Orders shall be in writing and binding on the
parties when signed by their respective authorized representatives.



Article 20.1




EarthWatch may direct changes within the general scope of the Contract that affect a Service Order.



Article 20.2




Changes that modify the completion, Statement of Work, or funding profile of a Service Order will
be negotiated between the parties and result in mutually agreeable adjustments.



2 of 3









 





Contract 9602-0117

Amendment 6




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective duly authorized representatives as of the date of the last signature below.



	 	 	 	 	 	 	 	 	 
	EARTHWATCH INCORPORATED	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Shawn Thompson
	 	 	 	1/6/00
	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Date	 	 
	 
	 	 	 	 	 	 	 	 
	BALL AEROSPACE & TECHNOLOGIES CORP.

AEROSPACE SYSTEMS DIVISION	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Raul A. Rossell
	 	 	 	01/05/2000	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Raul A. Rossell
	 	 	 	Date	 	 
	 

	 	Manager of Contracts	 	 	 	 	 	 
	 

	 	Commercial Space Operations	 	 	 	 	 	 







3 of 3











 





AMENDMENT 5




to




CONTRACT 9602-0117




between




EARTHWATCH, INC. AND BALL AEROSPACE AND TECHNOLOGIES CORP.




for the




ENGINEERING SERVICES



This Amendment incorporates the following changes to the Contract.



Page 4, Article 2.1 “Labor”

Page 5, Article 2.3 “Other Direct Costs (ODC)”

Page 4, Article 4 “Period of Performance”



Entire Agreement. This Amendment, including the EXHIBITS hereto constitute the entire
understanding of the parties with respect to the subject matter of this Agreement and supersedes
all prior and contemporaneous agreements or understandings. By signing this Amendment, each party
represents to the other that it has the authority to sign this Amendment and this Amendment is
enforceable against it in accordance with its terms.



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective duly authorized representatives.




	 	 	 	 	 	 	 	 	 
	EARTHWATCH, INCORPORATED	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Herbert F. Satterke, III
	 	 	 	1/25/99	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Date	 	 
	 
	 	 	 	 	 	 	 	 
	BALL AEROSPACE SYSTEMS DIVISION	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ T.H. Lapotosky
	 	 	 	01/25/99	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	T.H. Lapotosky
	 	 	 	Date	 	 
	 

	 	Director, Contracts & Government Compliance	 	 	 	 	 	 






 









 






Amendment No. 5

Contract #9602-0117

Page 2




2.1 Labor



All Labor charges shall be a BATC’s actual labor costs plus burdens and profit at [**Redacted**].
The following hourly rates represent the average selling price per labor hour for each of the
available labor categories:




1999 Labor Rates by Category with 1999 Applied pricing Rates




[***Redacted***]





Sample Calculations (Engineering Category)



[***Redacted***]




Sample Calculations (Engineering Category)





[**Redacted**]



2.3.1 Travel



Travel costs including airfare, automobile rental, lodging, meals, and miscellaneous expense will
be charged at BASD’s actual costs as defined in BATC Directive and Procedure No. D&P 10.3, dated
May 1, 1992 as amended, plus burdens at [**Redacted**] plus profit at [**Redacted**].




Article 4 — Period of Performance



Change the first sentence to read: “The term of this Contract is from 1 March 1996 through 31
December 1999.”





 












 





AMENDMENT 4




to




CONTRACT 9602-0117




between




EARTHWATCH, INC. AND BALL AEROSPACE AND TECHNOLOGIES CORP.




for the




ENGINEERING SERVICES



This Amendment incorporates the following changes to the Contract.



Page 5



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective duly authorized representatives as of Tuesday, February 17, 1998.




EARTHWATCH, INCORPORATED




	 	 	 	 	 	 	 
	By:

	 	/s/ Herbert F. Satterlee, III
	 	 	 	1/15/99
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	Date






BALL AEROSPACE SYSTEMS DIVISION




	 	 	 	 	 	 	 
	By:

	 	/s/ T.H. Lapotosky
	 	 	 	8/17/98
	 

	 	 
	 	 	 	 
	 

	 	T.H. Lapotosky
	 	 	 	Date
	 

	 	Director, Contracts & Government Compliance	 	 	 	 
















 





Amendment No. 4

Contract # 9602-0117

Page 2




2.2 Materials



All material charges shall be at BATC’s actual costs plus burdens at [**Redacted**] plus profit at
[**Redacted**].




Sample Calculations:



[**Redacted**]




2.3 Other Direct Costs (ODC)



ODC charges such as expenditures for telephone, mailing, computer time and miscellaneous expenses
shall be charged at BATC’s actual cost plus burdens at [**Redacted**] plus profit at
[**Redacted**].




2.3.1 Travel



Travel costs including airfare, automobile rental, lodging, meals and miscellaneous expenses will
be charged at BATC’s actual costs as defined in BATC Directive and Procedure No. D&P 10.03, dated
May 1, 1992 as amended, plus burdens at [**Redacted**] plus profit at eight [**Redacted**].




Article 3 Payment



Payment will be made by EarthWatch within net 30 days after the date of BATC’s monthly invoice to:



Ball Corporation

10 Longs Peak Drive

Broomfield, CO 80021




Article 4 Period of Performance



The term of this Contract is from 1 March 1996 through 31 December 1998. Any work requested that
will require performance beyond this date will require a written amendment to this contract.

















 





AMENDMENT 3




to




CONTRACT 9602-0117




between




EARTHWATCH, INC. AND BALL AEROSPACE AND TECHNOLOGIES CORP.




for the




ENGINEERING SERVICES



This Amendment incorporates the following changes to the Contract.



Page 4

Page 5



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective duly authorized representatives as of Tuesday, February 17, 1998.




EARTHWATCH, INCORPORATED




	 	 	 	 	 	 	 
	By:

	 	/s/ Barbara Keller
	 	 	 	3-6-98
	 

	 	 

	 	 	 	 
 Date






BALL AEROSPACE SYSTEMS DIVISION




	 	 	 	 	 	 	 
	By:

	 	/s/ T.H. Lapotosky
 

T.H. Lapotosky
	 	 
	 	2/17/98
 
 Date
	 

	 	Director, Contracts & Government Compliance	 	 	 	 






 









 






Contract #9602-0117

Amendment No. 3




Article 2 Price



The price of the Services is exclusive of all sales, use, value added, excise, privilege, personal
property or other taxes or duties occasioned by the use of the Services.




2.1 Labor



All labor charges shall be at BATC’s actual labor costs plus burdens and profit at [**Redacted**].
The following hourly rates represent the average selling price per labor hour for each of the
available labor categories:




1998 Labor Rates



[***Redacted***]





Sample Calculations (Engineering Category)



[***Redacted***]




2









 





Contract #9602-0117

Amendment No. 3




2.2 Materials



All material charges shall be at BATC’s actual costs plus burdens at [**Redacted**]. Profit shall
not be included in Material charges.




Sample Calculations:



[**Redacted**]




2.3 Other Direct Costs (ODC)



ODC charges such as expenditures for telephone, mailing, computer time and miscellaneous expenses
shall be charged at BATC’s actual cost plus burdens at [**Redacted**]. Profit shall not be included
in ODC charges.




2.3.1 Travel



Travel costs including airfare, automobile rental, lodging, meals and miscellaneous expenses will
be charged at BATC’s actual costs as defined in BATC Directive and Procedures No. D&P 10.03, dated
May 1, 1992 as amended, plus burdens at [**Redacted**]. Profit shall not be included in travel
charges.




Article 3 Payment



Payment will be made by EarthWatch within net 30 days after the date of BATC‘s monthly invoice to:



Ball Corporation

10 Longs Peak Drive

Broomfield, CO 80021




 Article 4 Period of Performance



The term of this Contract is from 1 March 1996 through 31 December 1998. Any work requested that
will require performance beyond this date will require a written amendment to this contract.





3









 








AMENDMENT 2




to




CONTRACT 9602-0117




between




EARTHWATCH, INC. AND BALL AEROSPACE AND TECHNOLOGIES CORP.




for the




ENGINEERING SERVICES



This Amendment incorporates the following changes to the Contract. The changes are identified by
the relevant article number.



Article 4 is amended to extend the period of performance until December 31, 1998.




ARTICLE 4 PERIOD OF PERFORMANCE



The article is amended to extend the period of performance through 31 December 1998. The total
period of performance now is from 1 March 1996 to 31 December 1998.



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective duly authorized representatives as of Wednesday, February 4, 1998.




EARTHWATCH, INCORPORATED




	 	 	 	 	 	 	 
	By:

	 	/s/ Barbara S. Keller
	 	 	 	2-11-98
	 

	 	 

	 	 
	 	 
 Date






BALL AEROSPACE SYSTEMS DIVISION




	 	 	 	 	 	 	 
	By:

	 	/s/ T.H. Lapotosky
 

T.H. Lapotosky
	 	 
	 	2/4/98
 
 Date
	 

	 	Director, Contracts & Government Compliance	 	 	 	 







 









 










AMENDMENT 1

to

CONTRACT 9602-0117

between

EARTHWATCH, INC. AND BALL AEROSPACE AND TECHNOLOGIES CORP.

for the

ENGINEERING SERVICES



This Amendment incorporates the following changes to the Contract. The changes are identified by
the relevant article number.



Article 2.1 is deleted in its entirety and replaced with the following:



 2.1 Labor



All labor charges shall be at BATC’s actual labor costs plus burdens and profit at [**Redacted**]



Article 2.2 is amended as follows:



 2.2 Materials



All material charges shall be at BATC’s actual cost plus burdens of [**Redacted**].
Sample calculations:



[**Redacted**]



Article 4 is amended to extend the period of performance until December 31, 1997.



ARTICLE 4 Period of Performance



The article is amended to extend the period of performance through 31 December 1997. The total
period of performance now is from 1 March 1996 to 31 December 1997.




 1 of 2









 





Contract 9602-0117

Amendment 1

02/24/97




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective duly authorized representatives as of Monday, February 24, 1997.




EARTHWATCH, INCORPORATED




	 	 	 	 	 	 	 
	By:

	 	/s/ Richard N. Herring
 

Richard N. Herring
	 	 
	 	 
 Date
February 24, 1997
	 

	 	Chief Executive Officer	 	 	 	 






BALL AEROSPACE SYSTEMS DIVISION




	 	 	 	 	 	 	 
	By:

	 	/s/ George Niquette
 

George Niquette
	 	 
	 	2/28/97
 
 Date
	 

	 	Manager, Contracts	 	 	 	 







 2 of 2