ex10_1.htm


    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       STRATIX® 
        | Enabling Enterprise
        Mobility
        Solutions 

       

      SUBCONTRACT
        NO.:  TAV1(b)OO-07-001

       

      This
        Subcontract (“Agreement”) is entered into and made effective this 1 day of June,
        2007 (hereinafter referred to as the effective date of the Agreement), by
        and
        between STRATIX CORPORATION hereinafter known as “Contractor”), a Georgia
        corporation with principal offices in Norcross, Georgia, and ORBIT ONE
        COMMUNICATIONS, INC. (hereinafter “Subcontractor’) a Montana corporation with
        headquarter offices in Bozeman, Montana. Contractor and Subcontractor
        hereinafter individually shall be referred to as “Party” and collectively shall
        be referred to as “Parties.”

       

      WITNESSETH:

       

      WHEREAS,
        Contractor has been awarded a Blanket Purchase Agreement No. ************
        (the
“BPA”), which has been issued by Department of Homeland Security (DHS) Federal
        Emergency Management Agency (FEMA) through Contractor’s General. Services
        Administration (“GSA”) Contract No. ********* to provide O&M services in
        support of the Total Asset Visibility logistics System (“TAV Program”)
        and

       

      WHEREAS,
        Contractor has been awarded delivery order No. ************* (“Delivery Order”)
        under the BPA and desires to have Subcontractor perform certain data messaging
        services and provide data messaging hardware for GPS devices required by
        the
        Delivery Order; and

       

      WHEREAS,
        Subcontractor desires to undertake the performance of the data messaging
        services and hardware;

       

      NOW
        THEREFORE, in consideration of the promises and covenants hereinafter set
        forth,
        the Parties agree as follows:

       

      

        [***]
          Represents confidential material which has been redacted and filed separately
          with the Commission pursuant to a request for confidential treatment in
          accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as
          amended.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      TABLE
        OF CONTENTS

       

      
        	 	 	
                Page

              
	
                ARTICLE
                  1

              	
                Type
                  of Subcontract

              	
                3

              
	
                ARTICLE
                  2

              	
                Period
                  of Performance

              	
                3

              
	
                ARTICLE
                  3

              	
                Statement
                  of Work and Performance or Delivery Schedule

              	
                4

              
	
                ARTICLE
                  4

              	
                Customer
                  Satisfaction and Quality Standards

              	
                4

              
	
                ARTICLE
                  5

              	
                Ordering

              	
                4

              
	
                ARTICLE
                  6

              	
                Availability
                  of Funds for the Next Fiscal Year (FAR 52.232-19)

              	
                5

              
	
                ARTICLE
                  7

              	
                Payment

              	
                6

              
	
                ARTICLE
                  8

              	
                Invoicing

              	
                8

              
	
                ARTICLE
                  9

              	
                Liability
                  and Indemnity

              	
                9

              
	
                ARTICLE
                  10

              	
                Inspection

              	
                9

              
	
                ARTICLE
                  11

              	
                Warranties

              	
                10

              
	
                ARTICLE
                  12

              	
                Intellectual
                  Property

              	
                11

              
	
                ARTICLE
                  13

              	
                Confidentiality

              	
                12

              
	
                ARTICLE
                  14

              	
                Cyber
                  Security

              	
                13

              
	
                ARTICLE
                  15

              	
                Delays

              	
                13

              
	
                ARTICLE
                  16

              	
                Personnel

              	
                15

              
	
                ARTICLE
                  17

              	
                Technical
                  Direction

              	
                15

              
	
                ARTICLE
                  18

              	
                Changes

              	
                16

              
	
                ARTICLE
                  19

              	
                Stop
                  Work Order

              	
                17

              
	
                ARTICLE
                  20

              	
                Termination

              	
                18

              
	
                ARTICLE
                  21

              	
                Disputes

              	
                18

              
	
                ARTICLE
                  22

              	
                Records
                  Retention and Audit

              	
                19

              
	
                ARTICLE
                  23

              	
                Compliance
                  With Federal, State, and Local Laws

              	
                19

              
	
                ARTICLE
                  24

              	
                Organizational
                  Conflicts of Interest

              	
                19

              
	
                ARTICLE
                  25

              	
                Assignments
                  and Delegations

              	
                20

              
	
                ARTICLE
                  26

              	
                Subcontracting

              	
                20

              
	
                ARTICLE
                  27

              	
                Bankruptcy

              	
                20

              
	
                ARTICLE
                  28

              	
                Insurance

              	
                21

              
	
                ARTICLE
                  29

              	
                Independent
                  Contractor

              	
                21

              
	
                ARTICLE
                  30

              	
                Subcontract
                  Administration

              	
                22

              
	
                ARTICLE
                  31

              	
                No
                  Waiver of Conditions

              	
                22

              
	
                ARTICLE
                  32

              	
                Documents
                  Incorporated By Reference

              	
                23

              
	
                ARTICLE
                  33

              	
                Applicable
                  Law and Interpretation of Subcontract

              	
                23

              
	
                ARTICLE
                  34

              	
                Order
                  of Precedence

              	
                24

              
	
                Attachment
                  A:

              	
                Statement
                  of Work, Payment Schedule and Pricing

              	
                25

              
	
                Attachment
                  B:

              	
                Other
                  Incorporated Clauses

              	
                26

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      ARTICLE
        1

       

       

      Type
        of Subcontract

       

      This
        is a
        Commercial Item firm-fixed, price Subcontract and Subcontractor will provide
        **** Globalstar Simplex Data Messaging services and provide **** required
        hardware for those services as required by individual Task Orders and the
        Statement of Work and Schedule (as listed in Attachment A) on a Fixed Price
        basis (“Data Messaging Services”).

       

      Contractor
        agrees to purchase exclusively from Subcontractor, and Subcontractor agrees
        to
        provide **** Data Messaging Services that are ordered under the BPA and Delivery
        Order during the period of performance of this Agreement

       

       

      ARTICLE
        2

       

       

      Period
        of Performance

       

      2.1  The
        period of performance of this Subcontract shall be from June 1, 2007, and
        continue through December 31, 2007, or as otherwise agreed by the Parties
        in a
        properly executed, written Subcontract modification. Should services, products,
        supplies, or item be added to or deleted from the Statement of Work, as
        initiated by the Government, a formal written modification to this Subcontract,
        any revision to the period of performance shall be stated in such
        modification.

       

      2.2  The
        period of performance for Delivery Orders issued under this agreement will
        be as
        defined in the Delivery Order.

       

      2.3  This
        Subcontract is subject to two Option Periods and Contractor agrees to extend
        the
        period of performance for any Government-approved time period extensions
        of the
        Delivery Order.  Thirty (30)-days prior to the expiration date of the
        Subcontract, Contractor will give Subcontractor written notice of its intention
        to extend the period of performance.  These option periods are as
        follows:

       

      Option
        Period 1: 01 January 2008 through 31 December 2008.

       

      Option
        Period 2: 01 January 2009 through 31 May 2009.

       

      2.4  Contractor
        agrees to extend Subcontract work under Government approved Option Periods
        to
        Subcontractor and Subcontractor agrees to accept any such Option Period
        extension.

       

      [***]
        Represents confidential material which has been redacted and filed separately
        with the Commission pursuant to a request for confidential treatment in
        accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as
        amended.


      
        
          
          

        

        
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      ARTICLE
        3

       

       

      Statement
        of Work and Performance or Delivery Schedule

       

      3.1  Subcontractor
        shall perform the work set forth in Attachment “A,” entitled “Statement of Work
        and Performance or Delivery Schedule,” which is attached hereto and incorporated
        in this Subcontract as a part thereof.  The parties may agree to add
        services, products, supplies, or items to this Agreement, by executing a
        formal
        written modification to the Agreement including a revised Attachment
        A.

       

       

      ARTICLE
        4

       

       

      Customer
        Satisfaction and Quality Standards

       

      4.1  Definitions.  “Acceptable
        Quality Level” is the minimum performance of each requirement before the
        Government considers performance unsatisfactory.  Specification of an
        acceptable quality level does not allow the Contractor to knowingly provide
        defective service; instead, it is recognition of the fact that defective
        performance may sometimes occur unintentionally.  As long as
        performance does not fall below the specified acceptable performance level,
        the
        Government will not deduct for poor performance.

       

      4.2  Customer
        satisfaction is a priority and Subcontractor’s performance on any task order
        must meet or exceed the Acceptable Quality Level stated in the TAV Program
        Performance Based Service Contract Surveillance Plan (“Surveillance Plan”) (See
        BPA No. **********************).  The following Surveillance Plan
        requirements specifically relate to Surge Support Services and Subcontractor
        must meet or exceed these threshold amounts:

       

      
        	
                Activity

              	
                Standard/Performance
                  Requirement

              	
                AQL

              	
                Source

              	
                Surveillance
                  Method

              
	
                GPS
                  Messaging Services

              	
                Accurate
                  Messaging Data

              	
                90%

              	
                TAVCOM
                  Reports

              	
                Periodic
                  inspection

              
	
                GPS
                  Messaging Services

              	
                Visibility
                  downtime due to issues with messaging data transmission

              	
                80%

              	
                TAVCOM

              	
                Periodic
                  inspection

              


      

       

      ARTICLE
        5

       

       

      Ordering

       

      5.1  Contractor
        may order, from time to time, any services, products, supplies, or items
        that it
        may need in accordance with the Statement of Work and Payment Schedule in
        Attachment “A.”  Subcontractor is obligated to accept every such
        order.

       

      5.2  Any
        supplies and services to be furnished under this Subcontract shall be ordered
        by
        issuance of delivery orders or task orders.  Such orders may be issued
        from 01 June 2007 through 31 May 2009.

       

      [***]
        Represents confidential material which has been redacted and filed separately
        with the Commission pursuant to a request for confidential treatment in
        accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as
        amended.



      
        
          
          

        

        
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      5.3  All
        delivery orders or task orders are subject to the terms and conditions of
        this
        contract.  In the event of conflict between a delivery order or task
        order and this contact, the contract shall control.

       

      5.4  Such
        order shall contain the following information:  Subcontract number,
        Delivery Order number; Subcontractor’s name and address; order number; specific
        services, products, supplies, or items covered by order, estimated labor
        hours;
        total burdened labor hour rates; total estimated costs; performance or delivery
        schedule, and signature, title, and telephone number of an authorized
        subcontractor representative.

       

      5.5  Subcontractor
        shall acknowledge each order within two (2) business days after
        receipt.

       

      5.6  Each
        order is subject to the terms and conditions of this Subcontract.

       

      5.7  An
        order
        may be issued during the term (period of performance) of this Subcontract
        only.

       

      5.8  A
        delivery order or task order is considered “issued” when the Contractor either
        provides an electronic or hardcopy order to the Subcontractor or provides
        telephonic notice.  In the event Contractor issues an order
        telephonically, Contractor shall follow up such order with a hard copy within
        24
        hours.

       

       

      ARTICLE
        6

       

       

      Availability
        of Funds for the Next Fiscal Year (FAR 52.232-19)

       

      The
        Delivery Order is subject to funding requirements and from time to time funds
        may not be available.  The Contractor’s obligation for performance of
        this Subcontract is contingent upon the availability of appropriated funds
        from
        which payment for Subcontract purposes can be made.  Individual
        Delivery Orders will establish funding.  Unless this Agreement is
        amended in writing by mutual agreement of the parties, Subcontractor is not
        obligated to incur expenses or make commitments in excess of the amount stated
        in each Delivery Order and Contractor is not obligated to compensate
        Subcontractor beyond the amount stated.

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      


       

       

      ARTICLE
        7

       

       

      Payment

       

      7.1  The
        Contractor will pay the Subcontractor as follows upon the submission of invoices
        or vouchers approved by the Contractor:

       

      7.2.1                      The
        total Estimated Subcontract Fixed Price is as follows:

       

      Estimated
        Subcontract
        Price/                                                                               $**********

       

      Ceiling
        Price

       

      7.2.2                      The
        total Estimated Subcontract Price represents Contractor’s best estimate in the
        performance of this Subcontract.

       

      7.2.3                      Contractor
        shall pay Subcontractor in accordance with the Payment Schedule specified
        in
        Attachment “A.”  For the purpose of this Subcontract, the Estimated
        Subcontract Price provided in this Article has been established for the term
        of
        the Subcontract.  It is understood that Subcontractor shall be paid
        only for items and services actually ordered not to exceed
        $**********.

       

      7.2.4                      Ceiling
        price.  The Estimated Subcontract Price of $********** constitutes a
“Ceiling Price.”  The Contractor shall not be obligated to pay the
        Subcontractor any amount in excess of the ceiling price in the Payment Schedule,
        and the Subcontractor shall not be obligated to continue performance if to
        do so
        would exceed the ceiling price set forth in the Schedule, unless and until
        the
        Contractor shall have notified the Subcontractor in writing that the ceiling
        price has been increased and shall have specified in the notice a revised
        ceiling that shall constitute the ceiling price for performance under this
        Subcontract.  When and to the extent that the ceiling price set forth
        in the Schedule has been increased, any hours expended and material costs
        incurred by the Subcontractor in excess of the ceiling price before the increase
        shall be allowable to the same extent as if the hours expended and material
        costs had been incurred after the increase in the ceiling price.

       

      7.2.5                      Audit.  At
        any time before final payment under this Subcontract the Contractor may request
        a Government assist audit of the invoices or vouchers and substantiating
        material.  Each payment previously made shall be subject to reduction
        to the extent of amounts, on preceding invoices or vouchers, that are found
        by
        the auditing Government agency not to have been properly payable and shall
        also
        be subject to reduction for overpayments or to increase for
        underpayments.  Upon receipt and approval of the voucher or invoice
        designated by the Subcontractor as the “completion voucher” or “completion
        invoice” and substantiating material, and upon compliance by the Subcontractor
        with all terms of this Subcontract, the Contractor shall promptly pay any
        balance due the Subcontractor.  The completion invoice or voucher, and
        substantiating material, shall be submitted by the Subcontractor as promptly
        as
        practicable following completion of the work under this Subcontract but in
        no
        event later than 1 year (or such longer period as the Contractor may approve
        in
        writing) from the date of completion.

       

      [***]
        Represents confidential material which has been redacted and filed separately
        with the Commission pursuant to a request for confidential treatment in
        accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as
        amended.


      
        
          
          

        

        
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      7.2.6                      Assignment.  The
        subcontractor, and each assignee under an assignment entered into under this
        Subcontract and in effect at the time of final payment under this Subcontract,
        shall execute and deliver, at the time of and as a condition precedent to
        final
        payment under this Subcontract, a release discharging the Contractor, its
        officers, agents, and employees of and from all liabilities, obligations,
        and
        claims arising out of or under this Subcontract, subject only to the following
        exceptions:

       

      (a)  Specified
        claims in stated amounts, or in estimated amounts if the amounts are not
        susceptible of exact statement by the Subcontractor.

       

      (b)  Claims,
        together with reasonable incidental expenses, based upon the liabilities
        of the
        Subcontractor to third parties arising out of performing this Subcontract,
        that
        are not known to the Subcontractor on the date of the execution of the release,
        and of which the subcontractor gives notice in writing to the Contractor
        not
        more than 6 years after the date of the release or the date of any notice
        to the
        Subcontractor that the Contractor is prepared to make final payment, whichever
        is earlier.

       

      (c)  Claims
        for reimbursement of costs (other than expenses of the Subcontractor by reason
        of its indemnification of the Contractor against patent liability), including
        reasonable incidental expenses, incurred by the Subcontractor under the terms
        of
        this Subcontract relating to patents.

       

      7.2.7                      Refunds.  The
        Subcontractor agrees that any refunds, rebates, or credits (including any
        related interest) accruing to or received by the Subcontractor or any assignee,
        that arise under the materials portion of this Subcontract and for which
        the
        Subcontractor has received reimbursement, shall be paid by the Subcontractor
        to
        the Contractor.  The Subcontractor and each assignee, under an
        assignment entered into under this Subcontract and in effect at the time
        of
        final payment under this Subcontract, shall execute and deliver, at the time
        of
        and as a condition precedent to final payment under this Subcontract, an
        assignment to the Contractor of such refunds, rebates,  or credits
        (including any interest) in form and substance satisfactory to the
        Contractor.

       

      [***]
        Represents confidential material which has been redacted and filed separately
        with the Commission pursuant to a request for confidential treatment in
        accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as
        amended.


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      


       

       

      ARTICLE
        8

       

       

      Invoicing

       

      8.1  Invoices
        for payment shall be submitted no more frequently than monthly to *********
        at
        the address reflected below.  Subcontractor shall provide monthly
        invoices not later than seven (7) business days after the close of any month,
        so
        that Contractor can include those invoice amounts in its related invoicing
        as
        requested by the Government.  Any invoice provided after that time
        limitation shall be paid in the following month.

       

      8.2  Invoices
        will be mailed to:

       

      ***************

       

      ********************

       

      ******************************

       

      *********************

       

      8.3  Invoices
        shall clearly reference a unique invoice number on each invoice, period of
        incurred costs, and the date of the invoice. Invoices shall include the “Amount
        Previously Billed,” the “Amount of this Invoice,” and the “Total Amount Billed
        to Date” for each labor category.

       

      8.4  Invoices
        (for T&M Orders) Invoices shall be signed and dated by the cognizant
        Contractual Representative of the Subcontractor, verifying the costs included
        are correct.

       

      8.5  Each
        invoice shall contain the following information:  (a) Subcontract
        number; (b) Delivery Order number, (c) Subcontractor name and address to
        where
        payment is to be sent; (d) invoice (and order, if applicable) number; (e)
        items
        covered by invoice, including: hours expended by labor category, time period
        (e.g., payroll period), total burdened labor, other direct costs by line
        item,
        total burdened other direct costs, base fee, and total invoice amount, where
        applicable; (e) cumulative cost and fee through current invoice; and (f)
        signature, title, and telephone number of an authorized Subcontractor
        representative. Further invoicing requirements will be identified in each
        individual Delivery Order.  If any Subcontractor cost is disallowed by
        the Government at any time, Contractor shall not be liable to Subcontractor
        for
        the amount of the disallowed cost.  If any such amount has been paid
        by Contractor prior to a determination that it is not an allowable cost,
        Contractor may deduct such amount from subsequent payments to Subcontractor
        or
        may require Subcontractor to repay such amount

       

      8.6  Unless
        otherwise stipulated in Attachment A, or as otherwise amended: Contractor
        agrees
        to reimburse (pay) Subcontractor’s invoices based on *******************
        ****************************************************************************************************************************************************************************

       

      [***]
        Represents confidential material which has been redacted and filed separately
        with the Commission pursuant to a request for confidential treatment in
        accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as
        amended.


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      


       

      8.7  Unless
        otherwise stipulated in Attachment A, or as otherwise amended:  Final
        payment (defined as the payment made by the Contractor to the Subcontractor,
        of
        the entire unpaid balance of the subcontract sum as adjusted by change orders)
        shall be made upon satisfactory completion of all work under this Subcontract
        and formal acceptance of such work by Contractor’s Program Manager; provided,
        however, that Contractor may withhold all or a portion of the final payment
        pending final payment to Contractor under the Delivery Order.

       

       

      ARTICLE
        9

       

       

      Liability
        and Indemnity

       

      Except
        in
        the case of indemnification obligations and/or breaches of confidentiality,
        in
        no event shall either party or its respective employees, representatives
        or
        subsidiaries be liable for any consequential, indirect, punitive, incidental,
        or
        special damages, whether foreseeable or unforeseeable, and whether based
        upon
        lost goodwill, lost profits, loss of use of money, loss of data or interruption
        in its use or availability, stoppage of work, impairment of assets or otherwise
        arising out of breach of any express or implied warranty, breach of contact,
        negligence, misrepresentation, strict liability in tort or otherwise, and
        whether based on any term in any contract document, any transaction performed
        or
        undertaken under or in connection with any contract document or
        otherwise.  In no event shall either party be liable for damages in
        excess of amounts payable to Subcontractor hereunder.

       

      ARTICLE
        10

       

       

      Inspection

       

      The
        Subcontractor shall only tender for acceptance those items that conform to
        the
        requirements of this contract.  The Contractor reserves the right to
        inspect or test any equipment that has been tendered for
        acceptance.  The Contractor may require repair or replacement of
        nonconforming equipment at no increase in contract price.  The
        Contractor must exercise its post acceptance rights (1) within a reasonable
        time
        after the defect was discovered or should have been discovered; and (2) before
        any substantial change occurs in the condition of the item, unless the change
        is
        due to the defect in the item.


      
        
          
          

        

        
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      ARTICLE
        11

       

       

      Warranties

       

      11.1  Subcontractor
        represents and warrants
        **********************************  ******************************************************************************************************************************************
        (2) that all goods and services delivered pursuant hereto will be new, unless
        otherwise specified, and free from defects in material and workmanship as
        set
        forth on Subcontractor’s warranty for said goods or services; (3) that all goods
        and services will conform to applicable specifications, drawings, and standards
        of quality and performance, and that all items will be free from defects
        in
        design and suitable for their intended purpose; (4) that the goods covered
        by
        this order are fit and safe for consumer use, if so intended.  All
        representations and warranties of Subcontractor together with its service
        warranties and guarantees, if any, shall run to Contractor and the
        Government.  The foregoing warranties shall survive any delivery,
        inspection, acceptance, or payment by Buyer.

       

      11.2  Subcontractor
        warrants to Contractor that, for a period of no less than 12 months from
        Contractor’s acceptance of items delivered or services performed under this
        Subcontract, those products, supplies, items, or services shall:  (a)
        conform to all requirements of this Subcontract; (b) be free from all defects
        in
        material and workmanship; and (c) to the extent not manufactured pursuant
        to any
        design furnished by Contractor, be free from all defects in design and fit
        for
        their intended purposes.

       

      11.3  Subcontractor
        hereby represents and warrants that it shall perform any and all of its
        obligations under this Subcontract by qualified personnel and in a manner
        that
        is professional and consistent with industry standards.

       

      11.4  Subcontractor
        further agrees that, in the event of any error or defect, Subcontractor shall
        immediately correct such error or defect or non-conformance at no additional
        cost to Contractor.  This remedy is in addition to any and all other
        remedies which Contractor may have pursuant to this Subcontract or
        otherwise.

       

      11.5  This
        warranty is in addition to any warranty which maybe implied or imposed by
        operation of law.

       

      [***]
        Represents confidential material which has been redacted and filed separately
        with the Commission pursuant to a request for confidential treatment in
        accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as
        amended.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      


       

       

      ARTICLE
        12

       

       

      Intellectual
        Property

       

      12.1  The
        Parties understand and agree that the BPA or Delivery Order may require
        Contractor to obtain certain rights in technical data and software for items
        delivered by subcontractors.  Subcontractor agrees to provide
        Contractor with rights in technical data, computer software, and software
        documentation, to which the Government may be entitled.

       

      12.2  The
        BPA
        contains FAR 52.227-14 Rights in Technical Data.  Under that clause,
        Contractor has the responsibility to obtain from its subcontractors all data
        and
        rights therein necessary to fulfill the Contractor’s obligations to the
        Government.

       

      12.3  Subcontractor
        agrees to comply with FAR 52.227-14 (Alt II & III).  With respect
        to the three data feeds
        *********************************************************
        ********************************************************************************************
        provided by Subcontractor in connection with all GPS messaging sold under
        this
        Agreement, the Parties understand and agree:  (i) that the data feeds
        and all associated technical data are preexisting works produced at private
        expense; and (ii) the Contractor and/or Government shall have “limited rights”
in data and “restricted computer software rights,” as those terms are defined in
        FAR 52.227-14.

       

      


      12.4  Work
        Product Produced Pursuant To Subcontract

       

      (a)  The
        allocation of rights to all “data” (as defined in FAR 52.227-14) first produced
        by Subcontractor in connection with the performance of this Agreement using
        Contractor or Government funding shall be governed by FAR 52.227-14 (Alt.
        II
& III).

       

      (b)  The
        allocation of rights to all “inventions” (as defined in FAR 52.227-11) first
        conceived or actually reduced to practice by Subcontractor in the performance
        of
        work under this Agreement shall be governed by FAR 52.227-11.

       

      12.5  Work
        Product Not Produced Pursuant To Subcontract

       

      (a)  Subcontractor
        retains sole and exclusive ownership rights to all “data” and
“inventions”:

       

      (i)  first
        produced, conceived, or reduced to practice by Subcontractor prior to the
        effective date of this Agreement, or

       

      (ii)  first
        produced, conceived or reduced to practice by Subcontractor in any circumstances
        other than in the performance of work under this Agreement using Contractor
        or
        Government funds.

       

      [***]
        Represents confidential material which has been redacted and filed separately
        with the Commission pursuant to a request for confidential treatment in
        accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as
        amended.


      
        
          
          

        

        
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      12.6  If
        this
        Subcontract requires Subcontractor to provide “commercial software,” as that
        term is used in FAR Part 12, then Subcontractor shall acquire for the Contractor
        and Government the commercial license that is normally provided with such
        software, and the foregoing provisions shall not apply.

       

      12.7  The
        licenses granted to Contractor under this Article also include the right
        to
        transfer the licenses to the Government, as reasonably required in connection
        with the Delivery Order.

       

      12.8  Contractor
        agrees to preserve Subcontractor’s copyright notice thereon to the extent that
        such a notice was included with the original software and/or software
        documentation.

       

       

      ARTICLE
        13

       

       

      Confidentiality

       

      13.1  The
        Parties anticipate that it may be necessary to provide access to confidential
        and/or proprietary information to each other pursuant to this Agreement
        (“Proprietary Information”).  Proprietary Information shall be clearly
        identified or labeled as such by the disclosing party at the time of
        disclosure.  Where concurrent identification of Proprietary
        Information is not feasible, the disclosing party shall provide such
        identification as promptly thereafter as possible.

       

      13.2  Each
        of
        the Parties agrees that it shall protect the confidentiality of the Proprietary
        Information of the other in the same manner as it protects it own Proprietary
        Information of like kind.  Disclosures of Proprietary Information
        shall be restricted to those individuals who are directly participating in
        the
        TAV Program.  The Parties shall return or destroy all Proprietary
        Information of the other upon the earlier of a request by the disclosing
        party
        or upon termination of this Agreement.

       

      13.3  The
        limitations on reproduction, disclosure, or use, of Proprietary Information
        shall not apply to, and such party shall not be liable for, reproduction,
        disclosure, or use of Proprietary Information of the other where:

       

      (a)  Prior
        to
        the receipt under this Agreement, the information was developed independently
        by
        the party receiving the Proprietary Information, or was lawfully received
        from
        other sources without an obligation of confidence, including the Customer;
        or

       

      (b)  Subsequent
        to the receipt under this Agreement, the information (i) is published or
        otherwise disclosed to others by the disclosing party without restriction,
        (ii)
        has been lawfully obtained from other sources by the party that received
        the
        Proprietary Information, (iii) otherwise comes within the public knowledge
        or
        becomes generally known to the public without breach of this Agreement, or
        (iv)
        is independently developed by the party that received the Proprietary
        Information.

       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      


       

      13.4  Neither
        the execution of this Agreement, nor the furnishing of any Proprietary
        Information by any party shall be construed as granting to the other party
        expressly, by implication, by estoppel or otherwise, any license under any
        invention, patent, trademark, copyright or other proprietary right now or
        hereafter owned or controlled by the party finishing same.

       

       

      ARTICLE
        14

       

       

      Cyber
        Security

       

      Subcontractor
        is responsible for compliance with the FEMA Cyber-Security, Accessibility,
        Enterprise Architecture and Documentation Requirements.  (See
        Blanket Purchase Agreement No. ****************************).

       

       

      ARTICLE
        15

       

       

      Delays

       

      15.1  Subcontractor
        Delays

       

      (a)  In
        the
        event that Subcontractor expects that it cannot perform one of its obligations
        under this Subcontract in a timely fashion, it shall provide written notice
        thereof to Contractor immediately, which notice shall include all information
        known to Subcontractor relating to such delay and the date upon which
        Subcontractor expects to complete performance.  Such notice shall in,
        no way constitute an excuse of performance or a waiver of acceptance
        thereof.

       

      (b)  In
        the
        event Contractor has reason to believe that Subcontractor may be unable
        successfully or timely to perform any of its obligations under this Subcontract
        Contractor may request that Subcontractor provide Contractor with adequate
        assurance that Subcontractor shall properly perform such
        obligations.  If Subcontractor is unable or fails to provide such
        assurance, then Contractor, upon written notification to Subcontractor, may
        perform in lieu of Subcontractor and deduct the cost of Contractor’s substitute
        performance from the amount that would otherwise be payable to
        Subcontractor.

       

      [***]
        Represents confidential material which has been redacted and filed separately
        with the Commission pursuant to a request for confidential treatment in
        accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as
        amended.

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        



      


       

      15.2  Contractor
        Delays

       

      (a)  If
        the
        performance of all or any part of Subcontractor’s obligations of this
        Subcontract is delayed by an act of Contractor in the administration of this
        Subcontract that is not expressly or impliedly authorized by this Subcontract,
        or by a failure of Contractor to act within the time specified in this
        Subcontract, or within a reasonable time if not specified, then:

       

      (i)  an
        equitable adjustment shall be made in the Performance or Delivery Schedule
        and
        any other term or condition affected by the delay, and the Subcontract shall
        be
        modified, in writing, accordingly; HOWEVER,

       

      (ii)  no
        adjustment shall be made pursuant to this Article for any delay to the extent
        that performance would have been delayed or interrupted by any other cause,
        including the fault or negligence of Subcontractor, or for which an adjustment
        is provided or excluded under any other term or condition of this
        Subcontract.

       

      (b)  A
        claim
        under this Article shall not be allowed for any costs incurred more than
        20 days
        before Subcontractor notifies Contractor in writing of the act or failure
        to act
        involved; and unless the claim, in an amount stated, is asserted in writing
        as
        soon as practicable after the termination of the delay.

       

      15.3  Excusable
        Delays.  Neither Party to this Subcontract shall be liable or deemed
        to be in default for any delay or failure in performance under this Subcontract
        resulting directly or indirectly from:  Acts of God; acts of force
        majeure; acts of civil or military authority; fires; floods; accidents;
        explosions; earthquakes; strikes; labor disputes; loss or interruption of
        electrical power or other public utility; freight embargoes or delays in
        transportation; or any similar or dissimilar cause beyond its reasonable
        control, so long as the Government excuses such delayed performance under
        the
        Delivery Order.

       

      [***]
        Represents confidential material which has been redacted and filed separately
        with the Commission pursuant to a request for confidential treatment in
        accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as
        amended.

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        



      


       

       

      ARTICLE
        16

       

       

      Personnel

       

      16.1  Contractor
        shall have the right to review the qualifications of and interview (in person
        or
        by telephone, as practicable) all personnel Subcontractor designates to perform
        work under this Subcontract.  Contractor reserves the right, in its
        sole discretion, to disapprove the continuing assignment of Subcontractor
        personnel provided hereunder.  Subcontractor shall honor the specific
        requests of Contractor with respect to the assignment of employees to perform
        Subcontractor’s obligations hereunder, if reasonable.  Subcontractor
        shall promptly remove any employee performing work hereunder upon request
        by
        Contractor and promptly provide a substitute employee satisfactory to
        Contractor.

       

      16.2  The
        Parties mutually agree not to solicit for employment each other’s employees who
        are directly or indirectly associated with the work covered by this Subcontract
        for a period beginning with the execution of this Subcontract and extending
        for
        one (1) year after the termination or expiration of this Subcontract or any
        extension, without the prior written consent of the other Party.

       

       

      ARTICLE
        17

       

       

      Technical
        Direction

       

      17.1  The
        performance of work shall be subject to the technical direction of Contractor’s
        Program Manager.  “Technical Direction” refers to direction to
        Subcontractor which otherwise supplements the Subcontract’s general scope of
        work.  “Technical Direction” must be confined to such scope of work
        and shall not constitute a change or new assignment, nor supersede or modify
        any
        other provision of this Subcontract.  To be valid, technical
        direction:

       

      (a)  must
        be
        consistent with the general scope of work set forth in the
        Subcontract;

       

      (b)  shall
        not
        change the expressed terms, conditions, or specifications incorporated into
        the
        Subcontract; and

       

      (c)  shall
        not
        constitute a basis for extension to the Subcontract Performance or Delivery
        Schedule or increase in the Subcontract Ceiling Price.

       

      17.2  If
        Subcontractor believes any direction exceeds these limitations, Subcontractor
        shall notify Contractor in writing within two (2) days of receipt of such
        Technical Direction. Subcontractor shall be obligated to continue with
        performance as directed, notwithstanding any dispute as to whether the direction
        exceeds the limitation stated above.

       

      [***]
        Represents confidential material which has been redacted and filed separately
        with the Commission pursuant to a request for confidential treatment in
        accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as
        amended.

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        



      


       

       

      ARTICLE
        18

       

       

      Changes

       

      18.1  Contractor’s
        Program Manager may, at any time, by a written order, and without notice
        to the
        sureties, if any, make changes, within the general scope of the Subcontract,
        in
        any one or more of the following:

       

      (a)  description
        of services to be performed;

       

      (b)  time
        of
        performance (i.e., hours of the day, days of the week,
        etc.);

       

      (c)  place
        of
        performance of the services;

       

      (d)  drawings,
        designs, or specifications when the products, supplies, or items to be furnished
        are to be specially manufactured for Contractor in accordance with the drawings,
        designs, or specifications;

       

      (e)  method
        of
        shipment or packing of products, supplies, or items; or

       

      (f)  place
        of
        delivery.

       

      18.2  If
        any
        such change causes an increase in the estimated cost of, or the time required
        for, the performance of any part of the work under this Subcontract, whether
        or
        not changed by the order, or otherwise affects any other terms or conditions
        of
        this Subcontract, Contractor shall make an equitable adjustment and modify
        the
        Subcontract in writing with regard to:

       

      (a)  the
        estimated cost and/or performance or delivery schedule;

       

      (b)  the
        amount of any additional fixed fee to be paid to Subcontractor;
        and/or

       

      (c)  such
        other terms or conditions of the Subcontract as may be affected.

       

      18.3  Subcontractor
        must assert its right to an equitable adjustment under this Article within
        thirty (30) days from the date of receipt by Subcontractor of the written
        order.

       

      18.4  Failure
        to agree to any equitable adjustment shall constitute a dispute within the
        meaning of the “Disputes” Article of this Subcontract.  However,
        nothing in this Article shall excuse Subcontractor from proceeding with the
        Subcontract as changed.

       


      
        
          
          

        

        
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      18.5  Notwithstanding
        the provisions of this Article, the estimated cost of this Subcontract shall
        not
        be increased or deemed to be increased except by specific written modification
        of this Subcontract, indicating the new estimated cost.  Until such
        properly executed written modification is made, Subcontractor shall not be
        obligated to continue performance or incur costs beyond the “Ceiling Price”
established in the Article of this Subcontract addressing “Estimated Cost Award
        Fee, and Payment.”

       

       

      ARTICLE
        19

       

       

      Stop
        Work Order

       

      19.1  Contractor
        may, at any time, by written order to Subcontractor, require Subcontractor
        to
        stop all, or any part, of the work called for by this Subcontract for a period
        of ninety (90) days after the order is delivered to Subcontractor, and for
        any
        further period to which the Parties may agree. Any such order shall be
        specifically identified as a Stop Work Order issued pursuant to this
        Article.  Upon receipt of such a written order, Subcontractor shall
        forthwith comply with its terms and take all reasonable steps to minimize
        the
        incurrence of costs allocable to the work covered by the order during the
        period
        of work stoppage, but this shall not apply to prepaid
        services.  Within a period of ninety (90) days after a stop work order
        is delivered to Subcontractor, or within any extension of that period to
        which
        the Parties shall have agreed, Contractor shall either cancel the stop work
        order or terminate the work covered by such order in accordance with
“Termination” Article of this Subcontract.

       

      19.2  If
        a stop
        work order issued under this Article is canceled or the period of the order
        or
        any extension thereof expires, Subcontractor shall resume work. Contractor
        shall
        make an equitable adjustment in the Performance or Delivery Schedule, the
        Estimated Cost, the Fixed Fee, or a combination thereof, and in any other
        provisions of the Subcontract that may be affected, and the Subcontract shall
        be
        modified, in writing, accordingly, if:

       

      (a)  the
        stop
        work order results in an increase in the time required for, or in
        Subcontractor’s costs properly allocable to, the performance of any part of this
        Subcontract, and

       

      (b)  Subcontractor
        asserts a claim for such adjustment within thirty (30) days after the end
        of the
        period of work stoppage.

       

      19.3  If
        a stop
        work order is not canceled and the work covered by such order is terminated
        for
        the convenience of Contractor, the reasonable costs resulting from the stop
        work
        order shall be allowed in arriving at the termination settlement.

       

      19.4  If
        a stop
        work order is not canceled and the work covered by such order is terminated
        for
        default, Contractor shall allow, by equitable adjustment or otherwise,
        reasonable costs resulting from the stop work order.

       

      19.5  Stop
        work
        orders shall not apply to prepaid services and shall not qualify Contractor
        for
        a refund or rebate of prepaid amounts.

       


      
        
          
          

        

        
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      ARTICLE
        20

       

       

      Termination

       

      20.1  Termination
        for convenience.  The Contractor may terminate this Agreement in whole
        or in part without cause, in the event the Government terminates the BPA
        or any
        delivery or task order or the BPA or any delivery or task order
        expires.  In the event of such termination, the Subcontractor shall
        immediately stop all work hereunder and shall immediately cause any and all
        of
        its suppliers and subcontractors to cease work.  Subject to the terms
        of this contract, the Subcontractor shall be paid for all services, products,
        supplies, and/or items for which Contractor has ordered up to the event of
        termination.  The Subcontractor shall not be required to comply with
        the cost accounting standards or contract cost principles for this
        purpose.  This paragraph does not give the Contractor any right to
        audit the Subcontractor’s records.  The Subcontractor shall not be
        paid for any work performed or costs incurred which reasonably could have
        been
        avoided.  Products or services which have been prepaid will not
        qualify for any refund or rebate as a result of Termination for
        convenience.

       

      20.2  Termination
        for cause.  The Contractor may terminate this contract, or any part
        hereof, for cause in the event of any material default by the Subcontractor,
        or
        if the Subcontractor fails to comply with and correct upon written notice
        within
        ten (10) days, any contract terms and conditions, or fails to provide the
        ordering activity, upon request, with adequate assurances of future
        performance.  In the event of termination for cause, the Contractor
        shall not be liable to the Subcontractor for any amount for supplies or services
        not accepted, and the Subcontractor shall be liable to the Contractor for
        any
        and all rights and remedies provided by law.  Contractor reserves the
        right to complete any portion, in whole or in part, of Subcontractor’s effort
        and invoice the Subcontractor for such efforts.  If it is determined
        that the Contractor improperly terminated this contract for default, such
        termination shall be deemed a termination for convenience.

       

      20.3  Upon
        termination, Subcontractor shall deliver to Contractor all services, products,
        supplies, and/or items for which Contractor has ordered and paid Subcontractor,
        Contractor shall pay Subcontractor for all services, products, supplies,
        and/or
        items that Contractor has ordered and accepted.

       

       

      ARTICLE
        21

       

       

      Disputes

       

      The
        Parties agree to attempt to resolve their differences cooperatively in a
        spirit
        of friendship, good faith, and mutual respect.  In the event that the
        Parties are unable to promptly resolve a dispute, the Parties agree to escalate
        the dispute within their respective organizations for attempted resolution
        at
        each level.  The Parties agree that any claims or disputes will be
        submitted to non-binding mediation prior to initiation of any formal legal
        process.  Costs of mediation will be shared equally by the
        Parties.

       


      
        
          
          

        

        
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      ARTICLE
        22

       

       

      Records
        Retention and Audit

       

      Subcontractor
        shall maintain records and related documentation in support of all costs
        incurred in the performance of any effort under this
        Subcontract.  Access to such records shall be made available to
        Government auditors and authorized representatives of the Government Contracting
        Officer after receipt of reasonable notice.  Such records shall be
        available at Subcontractor’s office(s) at reasonable times, for examination
        audit, and/or reproduction only by the auditing Government agency until three
        (3) years after final payment under this Subcontract.

       

       

      ARTICLE
        23

       

       

      Compliance
        With Federal, State, and Local Laws

       

      23.1  Subcontractor
        shall comply with all Federal, State, Municipal, and local laws, rules,
        executive orders, and regulations that may be applicable to this Subcontract,
        including the procurement of any necessary permits and licenses.  At
        the request of Contractor or the Government, Subcontractor shall furnish
        certificates to the effect that it has complied with said laws, rules, and
        regulations.

       

      23.2  The
        Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on
        the
        use of appropriated funds to influence certain Federal contracts; 18 U.S.C.
        431
        relating to officials not to benefit; 40 U.S.C. 327, et seq., Contract Work
        Hours and Safety Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986;
        41
        U.S.C. 265 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.
        S.C.
        401 18, Fly American; and 41 U.S.C. 423 relating to procurement
        integrity.

       

       

      ARTICLE
        24

       

       

      Organizational
        Conflicts of Interest

       

      24.1  Definitions.

       

      “Subcontractor”
        means the person, firm, unincorporated association, joint venture, partnership,
        or corporation that is a party to this contract.

       

      “Subcontractor
        and its affiliates” and “Subcontractor or its affiliates” refers to the
        Subcontractor, its chief executives, directors, officers, subsidiaries,
        affiliates, subcontractors at any tier, and consultants and any joint venture
        involving the Subcontractor, any entity into or with which the
        Subcontractor subsequently merges or affiliates, or any other successor or
        assignee of the Subcontractor.

       

      An
        “Organizational conflict of interest” exists when the nature of the
        work to be performed under a proposed ordering activity contract,
        without some restriction on ordering activities by the Subcontractor and
        its
        affiliates, may either (i) result in an unfair competitive advantage to the
        Subcontractor or its affiliates or (ii) impair the Subcontractor’s or its
        affiliates’ objectivity in performing contract work.

       


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      


       

      24.2  To
        avoid
        an organizational or financial conflict of interest and to avoid
        prejudicing the best interests of the ordering activity, ordering activities
        may
        place restrictions on the Subcontractor,
        its affiliates, chief executives, directors, subsidiaries and
        subcontractors at any tier when placing orders against
        the Subcontract.  Such restrictions shall be consistent
        with FAR 9.505 and shall be designed to avoid, neutralize, or mitigate
        organizational conflict of interest that might otherwise exist in
        situations related to individual orders placed against the schedule contract.
        Examples of situations, which may require restrictions, are provided at FAR
        9.508.

       

       

      ARTICLE
        25

       

       

      Assignments
        and Delegations

       

      25.1  Neither
        this Agreement nor any interest herein may be assigned, in whole or in part,
        by
        either party without the prior written consent of the other party, except
        that
        without securing such prior consent, either party shall have the right to
        assign
        this Agreement to any successor to such party by way of merger or consolidation
        or the acquisition of substantially all of the entire business and assets
        of
        such party relating to the subject matter of this Agreement, provided that
        such
        successor shall expressly assume all of the obligations and liabilities of
        such
        party under this Agreement and provided further, that such party shall remain
        liable and responsible to the other party for the performance and observance
        of
        all such obligations.

       

       

      ARTICLE
        26

       

       

      Subcontracting

       

      Subcontractor
        shall not enter into any lower-tier subcontract work without first obtaining
        the
        Contractor’s written approval thereof.  This limitation, however, shall not
        apply to Subcontractor’s purchase of standard commercial supplies.

       

       

      ARTICLE
        27

       

       

      Bankruptcy

       

      Contractor
        may terminate this Subcontract for cause, in whole or in part, by written
        notice
        to Subcontractor if either Subcontractor becomes insolvent or makes a
        general assignment for the benefit of creditors, or a petition under any
        bankruptcy act or similar statute is filed by or against Subcontractor and
        not
        vacated within ten (10) days after it is filed.

       


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


       

      ARTICLE
        28

       

       

      Insurance

       

      28.1  Subcontractor
        shall maintain, at Subcontractor’s own expense, (1) Comprehensive General
        Liability Insurance (“CGLI”), (2) Professional Liability Insurance (“PLI”) for
        errors and omissions and (3) Worker’s Compensation Insurance in the amount of
        five hundred thousand dollars ($500,000) each.  Such insurance shall
        provide coverage for liabilities or claims for damages resulting from services
        performed or undertaken by Subcontractor hereunder.  Certificates of
        Insurance shall be furnished to Contractor from time to time upon reasonable
        request.

       

      28.2  Before
        commencing work under this contract, the Subcontractor shall notify the
        Contractor in writing that the required insurance has been
        obtained.  The policies evidencing required insurance shall contain an
        endorsement to the effect that any cancellation or any material change adversely
        affecting the Contractor’s interest shall not be
        effective:  (1) For such period as the laws of the State
        in which this contract is to be performed prescribe; or (2) Until 30 days
        after the insurer or the Contractor gives written notice to the Contracting
        Officer, whichever period is longer.

       

       

      ARTICLE
        29

       

       

      Independent
        Contractor

       

      It
        is
        understood and agreed that Subcontractor shall provide the services, products,
        supplies, and/or items under this Subcontract as an independent contractor
        and
        that Subcontractor’ s employees shall not be considered employees of Contractor
        within the meaning or the applications of any national, provincial, state,
        or
        local laws or regulations including, but not limited to, laws or regulations
        covering unemployment insurance, old age benefits,
        worker’s compensation, industrial accidents, labor, or taxes of any kind.
 Subcontractor’s personnel who are to perform the services shall be
        under the employment, and ultimate control, management, and supervision of
        Subcontractor.  It is understood and agreed that Subcontractor’s employees
        shall not be considered Contractor employees within the meaning or application
        of Contractor/employee fringe benefit programs for the purpose of vacations,
        holidays, pension, group life insurance, accidental death, medical,
        hospitalization, and surgical benefits.  Accordingly, Subcontractor shall
        have the sole responsibility for paying all such taxes and other amounts
        due
        under applicable laws and regulations, and all amounts due for fringe benefits,
        in respect of Subcontractor’s employees.  Subcontractor shall indemnify,
        defend, and hold Contractor harmless from any claims or liabilities, including
        attorney’s fees and costs of litigation to the extent caused by a breach of said
        responsibilities by Subcontractor.  Nothing herein contained shall be
        construed to imply a joint venture, partnership, or principal-agent relationship
        between Subcontractor and Contractor, and neither Party shall
        have the right, power, or authority to obligate or to bind the
        other in any manner whatsoever, except as otherwise agreed to in writing
        by the
        Parties

       


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


       

      ARTICLE
        30

       

       

      Subcontract
        Administration

       

      30.1  Notwithstanding
        any other provisions of this Subcontract or any document referenced herein,
        Contractor’s Program Manager is the only individual authorized to make the
        changes in or to redirect the work required by this Subcontract.  In
        the event Subcontractor effects any change at the direction of any other
        person,
        the change shall be considered as having been made without authority and
        an
        adjustment shall not be made in the Subcontract Estimated Cost, Fixed Fee,
        or
        the Performance or Delivery Schedule as a result thereof.  Contractor
        Program Manager is: **********.  Contractor must notify Subcontractor
        of changes in Program Manager, including name and all pertinent contact
        information, in writing,-within
        twenty-four
        (24) hours of change.

       

      30.2  Where
        Contractor’s approval is required under the terms of this Subcontract, it shall
        be construed to mean the approval of Contractor’s Program Manager.

       

      30.3  All
        notices and correspondence desired or required to be delivered hereunder
        shall
        be in writing and sent by either Party to the other to the following
        addresses:

       

      Contractor:

       

      *******************

      *******************

      ***********************

      *******************

      Subcontractor:

       

      *****************

      *************************

      ******************

      ***************

       

      ARTICLE
        31

       

       

      No
        Waiver of Conditions

       

      No
        waiver
        shall be deemed-to have
        been made by
        either Party unless expressed in writing and signed by the waiving Party.
         The failure of either Party to insist in any one or more instances upon
        strict performance of any of the terms or conditions of this Subcontract,
        or to
        exercise any option or election herein contained, shall not be construed
        as a
        waiver or relinquishment for the future of such terms, conditions,
        option, or election, but the same shall continue and remain in full force
        and
        effect, and no waiver by any Party of any one or more of its rights or remedies
        under this Subcontract shall be deemed to be a waiver of any prior or subsequent
        rights or remedy hereunder or at law.  All remedies afforded in this
        Subcontract shall be taken and construed as cumulative; that is, in addition
        to
        every other remedy available at law or in equity.

       

      [***]
        Represents confidential material which has been redacted and filed separately
        with the Commission pursuant to a request for confidential treatment in
        accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as
        amended.


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


       

      ARTICLE
        32

       

       

      Documents
        Incorporated By Reference

       

      The
        following documents are being incorporated by reference:  Exhibits 3 and 4
        to Blanket Purchase Agreement No. ****************, Delivery Order No.
        ***************; Attachment “A,” entitled “Statement of Work, Payment Schedule
        and Pricing”; Attachment “B,” entitled “Other Incorporated Clauses”; Orbit
        One Statement of Warranty and Returns Procedure; and Orbit One General Terms
        and
        Conditions.

       

       

      ARTICLE
        33

       

       

      Applicable
        Law and Interpretation of Subcontract

       

      33.1  Irrespective
        of the place of performance or delivery, the provisions in the FAR and/or
        supplemental agency clauses incorporated into the Subcontract shall be construed
        and interpreted according to the Federal common law of Government contracts,
        as
        enunciated and applied by Federal judicial bodies, agency boards of contract
        appeals, and quasi-judicial agencies of the Federal government.  To
        the extent that the Federal common law of Government contracts is not
        dispositive or other clauses are in dispute, the laws of Georgia shall
        govern.

       

      33.2  This
        Subcontract constitutes the entire agreement between Contractor and
        Subcontractor and rescinds all communications, oral or written, between
        Contractor and Subcontractor in relation
        to the subject matter of this Subcontract, including any prior existing
        teaming agreements.  No other agreement or understanding exists
        between Contractor and Subcontractor except as set forth in this
        Subcontract.  These terms and conditions shall prevail notwithstanding
        any additional or different terms and conditions of any order submitted by
        Contractor in respect to the services, products, supplies, and/or items to
        be
        provided.  No agreement, modification, or understanding varying or
        extending the terms or conditions of this Subcontract shall be binding, unless
        reduced to writing and properly executed by both Parties.

       

      33.3  Should
        any Article, term, or condition of this Subcontract be found to be illegal,
        invalid, or unenforceable, such finding shall not affect the legality, validity,
        or enforceability of any other Article, term, or condition of this
        Subcontract.  Furthermore, this Subcontract shall be construed as
        though such illegal, invalid, or unenforceable Article, term, or condition
        had
        not been included herein.

       

      33.4  Unless
        otherwise stated, all periods of days referred to in this Subcontract shall
        be
        measured in calendar days.

       

      33.5  The
        Article headings and subheadings set forth in this Subcontract are for the
        convenience of the Parties, and in no way define, limit, or describe the
        scope
        or intent of this Subcontract and are to be given no legal
        affect.

       

      [***]
        Represents confidential material which has been redacted and filed separately
        with the Commission pursuant to a request for confidential treatment in
        accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as
        amended.


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


       

      ARTICLE
        34

       

       

      Order
        of Precedence

       

      The
        following order of precedence shall govern in the event of a conflict or
        inconsistency between the Articles in or the Attachments to this
        Subcontract

       

      (a)  Articles
        1 through 33 of this Subcontract;

       

      (b)  Attachment
        “A,” entitled “Statement of Work, Payment Schedule and Pricing”;

       

      (c)  Attachment
        “B,” entitled “Other Incorporated Clauses” and the clauses incorporated
        therein.

       

      (d)  Subcontractor
        proposal to Contractor (dated June 1, 2007) and Quotation for Product and
        Services for 2007/ Phase IB (dated November 21, 2006).

       

      (e)  Orbit
        One
        Statement of Warranty and Returns Procedure.

       

      (f)  Orbit
        One
        General Terms and Conditions.

       

      


       

      IN
        WITNESS WHEREOF, the Parties have executed this Subcontract by their duly
        authorized officers as of this 31st day of May, 2007.

       

      
        	
                        ***********

              	 	
                       ****************

              
	
                By:  Stratix
                  Corporation

              	 	
                By: 
                  Orbit One Communications

              
	
                ***********

              	 	
                ***************

              
	
                ***

              	 	
                *************

              


      

       

      [***]
        Represents confidential material which has been redacted and filed separately
        with the Commission pursuant to a request for confidential treatment in
        accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as
        amended.


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      Attachment
        A:

       

      Statement
        of Work, Payment Schedule and Pricing

       

      (Attachment
        A omitted in its entirety)

       

      ***

       

      
        [***]
          Represents confidential material which has been redacted and filed separately
          with the Commission pursuant to a request for confidential treatment in
          accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as
          amended.


        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        



      Attachment
        B:

       

      Other
        Incorporated Clauses

       

      1.           FAR/Agency
        Contract Clauses.  The FAR and supplemental agency clauses, as
        in effect on the date of the Delivery Order, which are included in the Delivery
        Order and are applicable to this Subcontract as written are hereby incorporated
        by reference into this Subcontract.  The obligations of Contractor to
        the Government as provided in said clauses we deemed to be the obligations
        of
        the Subcontractor to Contractor, as appropriate.  Whenever necessary to
        make the context of the FAR and supplemental agency clauses applicable to
        this
        Subcontract, unless stated otherwise, the term “Contractor” shall mean
        Subcontractor, the term “Contract shall mean this Subcontract, and the term
“Government,” “Contracting Officer,” and equivalent phrases shall mean
        Contractor.  These clauses are:

       

      
        	
                (52.202-1)

              	
                DEFINITIONS
                  (JULY 2004)

              
	
                (52.209-6)

              	
                PROTECTING
                  THE GOVERNMENT’S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED,
                  SUSPENDED, OR PROPOSED FOR DEBARMENT (JAN 2005)

              
	
                (52.222-26)

              	
                EQUAL
                  OPPORTUNITY (APR 2002)

              
	
                (52-222-35)

              	
                EQUAL
                  OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM
                  ERA,
                  AND OTHER ELIGIBLE VETERANS (DEC 2001)

              
	
                (52.222-36)

              	
                AFFIRMATIVE
                  ACTION FOR WORKERS WITH DISABILITIES (JUN 1998)

              
	
                (52.222-41)

              	
                SERVICE
                  CONTRACT ACT OF 1965, AS AMENDED (MAY 1989)

              
	
                (52.227-14)

              	
                RIGHTS
                  IN DATA-GENERAL (JUN 1987) (ALT II & III DEVIATION - MAY
                  2003)

              
	
                (52.237-1)

              	
                SITE
                  VISIT (APR 1984)

              
	
                (52.237-3)

              	
                CONTINUITY
                  OF SERVICES (JAN 1991) ((DEVIATION - MAY 2003)

              
	
                (52.246-4)

              	
                INSPECTION
                  OF SERVICES-FIXED-PRICE (AUG 1996) (DEVIATION - MAY
                  2003)

              
	
                (552.203-71)

              	
                RESTRICTION
                  ON ADVERTISING (SEP 1999)

              
	
                (552.232-78)

              	
                PAYMENT
                  INFORMATION (JUL 2000)

              


      

      These
        incorporated FAR and agency clauses are in addition to those FAR clauses
        specifically set forth in the Articles of this Subcontract.

       


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      


       

      EXHIBIT
        3

       

      BPA
        **************

       

      Total
        Asset Visibility

      Phase
        1b

      


      Performance
        Based Service Contract (PBSC)

      Surveillance
        Plan

      


      (Exhibit
        3 Omitted in its Entirety)

       

      
         

        ***

         

        
          [***]
            Represents confidential material which has been redacted and filed separately
            with the Commission pursuant to a request for confidential treatment
            in
            accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as
            amended.




      

      


      


      


      


      


      


      


      


      


      


      


      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        4

       

      FEMA
        TAV
        Phase 1b

      Statement
        of Objectives

      


      (Exhibit
        4 Omitted in its Entirety)

       

      
        
           

          ***

           

          
            [***]
              Represents confidential material which has been redacted and filed
              separately
              with the Commission pursuant to a request for confidential treatment
              in
              accordance with Rule 24b-2 of the Securities Exchange Act of 1934,
              as
              amended.