Amendment to EnhancedView Imagery Acquisition Contract



 Exhibit 10.46 
 FOIA CONFIDENTIAL TREATMENT REQUESTED 
 PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN
OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 

UNCLASSIFIED 
  

													
	AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT	 	1. CONTRACT ID CODE	 	 PAGE OF PAGES
 1             |         10

	 2. AMENDMENT/MODIFICATION NO.
 P00020
	 	 3. EFFECTIVE DATE
 See Block 16C
	 	4. REQUISITION/PURCHASE REQ. NO.	 	5. PROJECT NO. (If applicable)
	 6. ISSUED BY
	 CODE
	 	HM0210	 	 7. ADMINISTERED BY (If other than Item 6)
                    CODE
	 	[**Redacted**]
	[**Redacted**]	 		 	[**Redacted**]	 	
		 		 		 		 		 		 	
		 		 		 		 		 		 	
		 		 		 		 		 		 	
		 		 		 		 		 		 	
	8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)	 	 	 	(x)	 	9A. AMENDMENT OF SOLICITATION NO.	 	 	 	 	 	 
	 DIGITALGLOBE,INC.

Attn: DIGITALGLOBE, INC.
 1601 DRY CREEK DRIVE
SUITE 260 LONGMONT CO 805036493
	 		 		 		 		 		 	
	 		 		 	9B. DATED (SEE ITEM 11)
	 		 		 		 		 		 	
	 		 	X	 	10A. MODIFICATION OF CONTRACT/ORDER NO.
	 		 		 	HM021010C0002
	 		 		 	
	 		 	 	 	10B. DATED (SEE ITEM 13)
	CODE 1CGQ7	 	FACILITY CODE	 	 	 	08/06/2010
	11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
	 qThe above numbered solicitation is
amended as set forth in Item 14. The hour and date specified for receipt of Offers                q is extended. q is not extended.
 Offers must acknowledge receipt of this amendment prior to the
hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer
submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE
SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and
this amendment, and is received prior to the opening hour and date specified.


  

	12.	ACCOUNTING AND APPROPRIATION DATA (If required) 

 Not Applicable 
  

			
	13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN
ITEM 14.
	 CHECK ONE
	  	A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
	 	  	
	 	  	
	 	  	
	 	  	 
	 	  	B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date, etc.) SET FORTH IN ITEM 14. PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
	 	  	C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
	 	  	 
	 	  	 D. OTHER (Specify type of modification and authority) 
 Mutual Agreement of the Parties

	
X
	  	 
	E. IMPORTANT:
Contractor            q is not.         X is required to sign this document and return
        1 copies to the issuing office.
	 
	 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section
headings, including solicitation/contract subject matter where feasible.)
 Tax ID Number: 31-1420852

DUNS Number: 789638418
 The purpose of this
modification is to revise contract terms and conditions (1) as a result of [**Redacted**]; (2) to incorporate [**Redacted**]; (3) to incorporate other [**Redacted**] associated Service Level Agreement operational changes; and
(4) to incorporate classification marking changes [**Redacted**], administrative corrections and clarifications to Contract Attachment 1, EnhancedView Imagery Acquisition Statement of Work. Accordingly, the contract is modified as
follows:
 Continued ...
 Except as
provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect



			
	 15A. NAME AND TITLE OF SIGNER (Type or
print)
 [**Redacted**]
	  	 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

[**Redacted**]



							
		 	 	
	15B. CONTRACTOR/OFFEROR	  	15C. DATE SIGNED	  	16B. UNITED STATES OF AMERICA	  	16C. DATE SIGNED
		 	 	
	
        [**Redacted**]        

	  	2/15/12	  	        [**Redacted**]        	  	2/15/12
	(Signature of person authorized to sign)	  		  	(Signature of Contracting Officer)	  	

  

							
	 NSN 7540-01-152-8070
 Previous
edition unusable
	 		 		  	 STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA
 FAR
(48(CFR) 53.243











					
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     |     10


 NAME OF OFFEROR OR
CONTRACTOR 
 DIGITALGLOBE, INC. 
  


															
	 ITEM NO.

(A)
	  	 SUPPLIES/SERVICES

(B)
	  	 QUANTITY

(C)
	  	 UNIT

(D)
	  	 UNIT PRICE

(E)
	  	 AMOUNT

(F)

		  	 1. Under Section B, Supplies or Services and Prices/Costs, Paragraph B.10 Option CLINs 0201, 0301, 0401, 0501, 0601,
0701, 0801, and 0901 - Commercial Satellite Imagery - Service Level Agreement For Pixel & Imagery Acquisition/Operations (Baseline Collection Capacity), [**Redacted**] for Option CLIN 0101 (Contract Year 2), Option CLIN 0201 (Contract Year 3),
Option CLIN 0301 (Contract Year 4), Option CLIN 0401 (Contract Year 5), Option CLIN 0501 (Contract Year 6), Option CLIN 0601 (Contract Year 7), Option CLIN 0701 (Contract Year 8), Option CLIN 0801 (Contract Year 9), and Option CLIN 0901 (Contract
Year 10). Change page 26 is attached hereto.
  
 2. Under Section H, Special
Contract Requirements:
  
 a. Under Special Contract
Requirement H.24, Exercise of Options, paragraph a., the second sentence is revised to read as follows: The Government may exercise from time to time some or all the option CLINs. Change page 47 is attached hereto.

 
 b. New Special Contract Requirement H.32, [**Redacted**], is
hereby added. Change page 20 (Table of Contents) and new page 49a are attached hereto.
  
 3. Under Section J - List of Attachments, Attachment 1, EnhancedView Imagery Acquisition Statement of Work (SOW) dated June 28, 2010 is revised to change the date to February 14, 2012. Change page 63 is
attached hereto.
  
 4. Under Attachment 1, EnhancedView Imagery Acquisition
Statement of Work (SOW), the following changes are made [**Redacted**]
  

Continued ...
	  		  		  		  	


  

					
	NSN 7540-01-152-8067	 		  	 OPTIONAL FORM 336 (4-86)

Prescribed by GSA
 FAR (48 CFR)
53.110












					
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 NAME OF OFFEROR OR
CONTRACTOR 
 DIGITALGLOBE, INC. 
  


											
	 ITEM NO.

(A)
	  	 SUPPLIES/SERVICES

(B)
	  	 QUANTITY

(C)
	  	 UNIT

(D)
	  	 UNIT PRICE

(E)
	  	 AMOUNT

(F)

						
		  	 [**Redacted**]
  

 
 Continued...
	  		  		  		  	


  

					
	NSN 7540-01-152-8067	 		  	 OPTIONAL FORM 336 (4-86)

Prescribed by GSA
 FAR (48 CFR)
53.110












					
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 NAME OF OFFEROR OR
CONTRACTOR 
 DIGITALGLOBE, INC. 
  


											
	 ITEM NO.

(A)
	  	 SUPPLIES/SERVICES

(B)
	  	 QUANTITY

(C)
	  	 UNIT

(D)
	  	 UNIT PRICE

(E)
	  	 AMOUNT

(F)

						
		  	 [**Redacted**]
  

 
 Continued...
	  		  		  		  	


  

					
	NSN 7540-01-152-8067	 		  	 OPTIONAL FORM 336 (4-86)

Prescribed by GSA
 FAR (48 CFR)
53.110












					
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 NAME OF OFFEROR OR
CONTRACTOR 
 DIGITALGLOBE, INC. 
  


											
	 ITEM NO.

(A)
	  	 SUPPLIES/SERVICES

(B)
	  	 QUANTITY

(C)
	  	 UNIT

(D)
	  	 UNIT PRICE

(E)
	  	 AMOUNT

(F)

						
		  	 [**Redacted**]
  

 
 Continued...
	  		  		  		  	


  

					
	NSN 7540-01-152-8067	 		  	 OPTIONAL FORM 336 (4-86)

Prescribed by GSA
 FAR (48 CFR)
53.110












					
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 NAME OF OFFEROR OR
CONTRACTOR 
 DIGITALGLOBE, INC. 
  


											
	 ITEM NO.

(A)
	  	 SUPPLIES/SERVICES

(B)
	  	 QUANTITY

(C)
	  	 UNIT

(D)
	  	 UNIT PRICE

(E)
	  	 AMOUNT

(F)

						
		  	 [**Redacted**]
  

 
 Continued...
	  		  		  		  	


  

					
	NSN 7540-01-152-8067	 		  	 OPTIONAL FORM 336 (4-86)

Prescribed by GSA
 FAR (48 CFR)
53.110












					
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 NAME OF OFFEROR OR
CONTRACTOR 
 DIGITALGLOBE, INC. 
  


											
	 ITEM NO.

(A)
	  	 SUPPLIES/SERVICES

(B)
	  	 QUANTITY

(C)
	  	 UNIT

(D)
	  	 UNIT PRICE

(E)
	  	 AMOUNT

(F)

						
		  	 [**Redacted**]
  

 
 Continued...
	  		  		  		  	


  

					
	NSN 7540-01-152-8067	 		  	 OPTIONAL FORM 336 (4-86)

Prescribed by GSA
 FAR (48 CFR)
53.110












					
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	  	 PAGE     OF


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 NAME OF OFFEROR OR
CONTRACTOR 
 DIGITALGLOBE, INC. 
  


											
	 ITEM NO.

(A)
	  	 SUPPLIES/SERVICES

(B)
	  	 QUANTITY

(C)
	  	 UNIT

(D)
	  	 UNIT PRICE

(E)
	  	 AMOUNT

(F)

						
		  	 [**Redacted**]
  

 
 Continued...
	  		  		  		  	


  

					
	NSN 7540-01-152-8067	 		  	 OPTIONAL FORM 336 (4-86)

Prescribed by GSA
 FAR (48 CFR)
53.110












					
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 HM021010C0002/P00020
	  	 PAGE     OF


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 NAME OF OFFEROR OR
CONTRACTOR 
 DIGITALGLOBE, INC. 
  


											
	 ITEM NO.

(A)
	  	 SUPPLIES/SERVICES

(B)
	  	 QUANTITY

(C)
	  	 UNIT

(D)
	  	 UNIT PRICE

(E)
	  	 AMOUNT

(F)

						
		  	 [**Redacted**]
  

 
 Continued ...
	  		  		  		  	


  

					
	NSN 7540-01-152-8067	 		  	 OPTIONAL FORM 336 (4-86)

Prescribed by GSA
 FAR (48 CFR)
53.110












					
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 HM021010C0002/P00020
	  	 PAGE     OF


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 NAME OF OFFEROR OR
CONTRACTOR 
 DIGITALGLOBE, INC. 
  


											
	 ITEM NO.

(A)
	  	 SUPPLIES/SERVICES

(B)
	  	 QUANTITY

(C)
	  	 UNIT

(D)
	  	 UNIT PRICE

(E)
	  	 AMOUNT

(F)

						
		  	 [**Redacted**]
  

Payment:
  
 [**Redacted**]
	  		  		  		  	


  

					
	NSN 7540-01-152-8067	 		  	 OPTIONAL FORM 336 (4-86)

Prescribed by GSA
 FAR (48 CFR)
53.110










 HM0210-10-C-0002-P00020 

UNCLASSIFIED//FOR OFFICIAL USE ONLY 
 WHEN SEPARATED FROM ATTACHMENT 1 
  

							
	 G.3 (U) NGA: Government Representative (Sep 2003)
	  	 	34	  
	G.4 (U) NGA: Contract Administration (Sep 2003)	  	 	34	  
	G.5 (U) NGA: Payment Instructions For Multiple Accounting Classification Citations (Sep 2003)	  	 	35	  
	G.6 (U) Accounting And Appropriation Data	  	 	35	  
	(U) Section H - Special Contract Requirements	  	 	19	  
	H.1 (U) NGA: 5x52.209-9003 Protection Of Information And Nondisclosure Agreements (July 2006)	  	 	36	  
	H.2 (U) NGA: 5x52.37-9000 Contractor Employee Data For Access To NGA Facilities Or Sensitive Systems (Oct 2005)	  	 	37	  
	H.3 (U) NGA: 5x45.592-9000 Government-Furnished Limited Distribution Materials (June 2004)	  	 	38	  
	H.4 (U) NGA: Key Personnel (Sep 2003) (Modified)	  	 	39	  
	H.5 (U) NGA: Disclaimer Statement (Sep 2003)	  	 	40	  
	H.6 (U) NGA: 5x52.227-9000 Unauthorized Use Of NGA Name, Seal, And Initials (June 2006)	  	 	40	  
	H.7 (U) Ordering Procedures (CLIN Series 0x04)	  	 	40	  
	H.8 (U) NGA: 5x252.204-7000-90 Public Release Of Information (Apr 2004)	  	 	41	  
	H.9 (U) Non-Publicity	  	 	41	  
	H.10 (U) NGA: Insurance (Sep 2003)	  	 	41	  
	H.11 (U) NGA: Performance Of Work On Government Premises (Sep 2003)	  	 	42	  
	H.12 (U) NGA: Intention To Use Consultants (Sep 2003)	  	 	42	  
	H.13 (U) NGA: 5x45.102-9000 Government Furnished Accountable Property (May 2003)	  	 	42	  
	H.14 (U) NGA: 5x52.227-9001 Activities That Affect U.S. Persons (Dec 2004)	  	 	44	  
	H.15 (U) NGA: 5x52.207-9000 Dod Base Realignment And Closure (Apr 2008)	  	 	44	  
	H.16 (U) NGA: 5x52.242-9001 Observance Of Legal Holidays & Closure Of NGA (Oct 2008) (Modified)	  	 	44	  
	H.17 (U) Security Requirements - Contract Classification	  	 	45	  
	H.18 (U) Organizational Conflict Of Interest	  	 	45	  
	H.19 (U) Sensitive Requirements And Product Handling	  	 	45	  
	H.20 (U) Warranty	  	 	46	  
	H.21 (U) Export Control And Assignment Of Personnel	  	 	46	  
	H.22 (U) Emergencies, Disasters, And Humanitarian Efforts	  	 	46	  
	H.23 (U) Nextview Imagery End User License Agreement	  	 	46	  
	H.24 (U) Exercise Of Options	  	 	47	  
	H.25 [**Redacted**]	  	 	48	  
	H.26 [**Redacted**]	  	 	48	  
	H.27 [**Redacted**]	  	 	48	  
	H.28 [**Redacted**]	  	 	48	  
	H.29 [**Redacted**]	  	 	48	  
	H.30 [**Redacted**]	  	 	48	  
	H.31 [**Redacted**]	  	 	48	  
	H.32 [**Redacted**]	  	 	49a	  
	(U) Section I - Contract Clauses	  	 	50	  
	I.1	  	(U) FAR 52.204-2 Security Requirements. (Aug 1996)	  	 	50	  
	I.2	  	(U) FAR 52.204-4 Printed Or Copied Double-Sided On Recycled Paper. (Aug 2000)	  	 	50	  
	I.3	  	(U) FAR 52.204-7 Central Contractor Registration. (Apr 2008)	  	 	50	  
	I.4	  	(U) FAR 52.212-4 Contract Terms And Conditions - Commercial Items. (Mar 2009)	  	 	50	  
	I.5	  	(U) FAR 52.212-4 Contract Terms And Conditions - Commercial Items. (Mar 2009) - Alternate I (Oct 2008)	  			
		  	(Applicable To CLIN 0x05 And CLIN 0x06 Series Only)	  	 	50	  
	I.6	  	(U) FAR 52.212-5 Contract Terms And Conditions Required To Implement Statutes Or Executive Orders--	  			
		  	Commercial Items. (Apr 2010)	  	 	50	  
	I.7	  	(U) FAR 52.215-21 Requirements For Cost Or Pricing Data Or Information Other Than Cost Or Pricing Data -	  			
		  	Modifications. (Oct 1997)	  	 	54	  
	I.8	  	(U) FAR 52.216-22 Indefinite Quantity. (Oct 1995) (Applicable To CLIN Series 0x04 And 0x05)	  	 	54	  
	I.9 (U) FAR 52.217-9 Option To Extend The Term Of The Contract. (Mar 2000)	  	 	55	  
	I.10 (U) FAR 52.227-1 Authorization And Consent. (Dec 2007) Alternative I (Apr 1984)	  	 	55	  
	I.11 (U) FAR 52.227-2 Notice And Assistance Regarding Patent And Copyright Infringement. (Dec 2007)	  	 	55	  
	I.12 (U) FAR 52.232-11 Extras. (Apr 1984)	  	 	55	  
	I.13 (U) FAR 52.243-1 Changes - Fixed-Price. (Aug 1987)	  	 	55	  
	I.14 (U) FAR 52.243-7 Notification Of Changes. (Apr 1984)	  	 	55	  

 Contract Page 20 of 63 
 UNCLASSIFIED//FOR OFFICIAL USE ONLY 
 WHEN SEPARATED FROM ATTACHMENT 1








 HM0210-10-C-0002-P00020 

UNCLASSIFIED//FOR OFFICIAL USE ONLY 
 WHEN SEPARATED FROM ATTACHMENT 1 
 (U) The scope of this FFP CLIN for the acquisition and delivery
of imagery and associated imagery support data under a SLA from the Contractor’s satellite constellation is defined in Contract Attachment 1, EnhancedView Imagery Acquisition Statement of Work, and in accordance with Special Contract
Requirement H.24, Exercise of Options. This effort is priced at the amounts set forth below. 
  

													
	This Table is UNCLASSIFIED	  
	Options: Contract Years 2 through 10	  
	 CLIN Series 0x01
	 	 Baseline Quantity
(sqnmi/day)
	 	Firm Fixed Price
(12 Months)	 
	 Option CLIN 0101 (Contract Year 2)
	  	Sep thru Jan	 	[**Redacted**]	 	$	250,000,000.00	  
		  	Mar thru Aug	 	[**Redacted**]	 
	 Option CLIN 0201 (Contract Year 3)
	 		 	[**Redacted**]	 	$	250,000,000.00	  
	 Option CLIN 0301 (Contract Year 4)
	 		 	[**Redacted**]	 	$	250,000,000.00	  
	 * See Special
Contract
Requirement
H.32
	  	Option CLIN 0401 (Contract Year 5) *	 		 	[**Redacted**]	 	$	300,000,000.00	  
	  		  		 		 		 			
	  	Option CLIN 0501 (Contract Year 6) *	 		 	[**Redacted**]	 	$	300,000,000.00	  
	  		  		 		 		 			
	  	Option CLIN 0601 (Contract Year 7) *	 		 	[**Redacted**]	 	$	300,000,000.00	  
	  		  		 		 		 			
	  	Option CLIN 0701 (Contract Year 8) *	 		 	[**Redacted**]	 	$	300,000,000.00	  
	  	Option CLIN 0801 (Contract Year 9) *	 		 	[**Redacted**]	 	$	300,000,000.00	  
	  	Option CLIN 0901 (Contract Year 10) *	 		 	[**Redacted**]	 	$	300,000,000.00	  

 (U) Funds are not presently available for the full amount of Option CLINs 0101, 0201, 0301, 0401, 0501, 0601, 0701, 0801,
and 0901 (if exercised). The Government intends to incrementally fund these Option CLINs. The Government’s and the Contractor’s continuing obligations under this Contract are contingent upon the availability of appropriated funds from
which payment for contract purposes can be made. No legal liability on the part of the Government for any payment or on the part of the Contractor for any performance under any order placed under this Contract may arise until funds are made
available to the Contracting Officer for such orders and until the Contractor receives notice of such availability in writing from the Contracting Officer and the Contracting Officer modifies the contract to expressly obligate the additional funds.

 B.11 (U) OPTION [**Redacted**] 
 B.12 (U) OPTION [**Redacted**] 
 B.13 (U) OPTION [**Redacted**]

 B.14 (U) OPTION CLINs 0104, 0204, 0304, 0404, 0504, 0604, 0704, 0804, AND 0904: COMMERCIAL SATELLITE IMAGERY—VALUE-ADDED
PRODUCTS AND SERVICES 
 (U) The scope of effort for this CLIN Series is defined in Contract Attachment 1, EnhancedView Imagery Acquisition
Statement of Work, and in accordance with Special Contract Requirement H.24, Exercise of Options. This effort is estimated at the amounts set forth below. These Option CLINs have a ceiling value of [**Redacted**] per year for [**Redacted**], a
ceiling value of [**Redacted**] per year for [**Redacted**], and ceiling values of [**Redacted**] per year for [**Redacted**]. The sum of all items ordered herein and invoiced for shall not exceed each Option CLINs’ ceiling value. 

(U) Minimum Amount: $0.00 per Option CLIN 
 (U)
Maximum Amount: [**Redacted**] 
 (U) Maximum Amount: [**Redacted**] 
 (U) Maximum Amount: [**Redacted**] 
 (U) Option CLIN 0104, 0204, 0304, 0404, 0504, 0604, 0704,
0804, and 0904 are indefinite-quantity ordering CLINs for the supplies or services and prices as specified in the Statement of Work or in separately issued contractual documents and are effective for the entire period of performance or as otherwise
specified. Ordering will be accomplished in accordance with Special Contract Requirement H.7, Ordering Procedures. Delivery or performance shall be made only as authorized by orders issued in accordance with the Statement of Work, Section C. The
Contractor shall furnish to the Government, when 
 Contract Page 26 of 63 

UNCLASSIFIED//FOR OFFICIAL USE ONLY 
 WHEN SEPARATED FROM ATTACHMENT 1 







 HM0210-10-C-0002-P00020 

UNCLASSIFIED//FOR OFFICIAL USE ONLY 
 WHEN SEPARATED FROM ATTACHMENT 1 
 3.(U) Licensed users may generate an unlimited
number of hardcopies and softcopies of the unprocessed sensor data and requirements-compliant processed imagery, imagery services, imagery-derived products and imagery support data for their use. 

4.(i) (U) Licensed users may generate any derived product from the licensed unprocessed sensor data; and requirements-compliant
processed imagery, imagery services, imagery-derived products and imagery support data. (ii) (U) Unprocessed sensor data and requirements-compliant processed imagery, imagery services, imagery-derived products and imagery support data
licensed under this NGA contract have no restrictions on use and distribution, but shall contain the copyright markings. 
 b. (U) Licensed
Users 
 1.(U) The imagery may be used by the U.S. Government (including, all branches, departments, agencies, and offices).

 2.(U) The U.S. Government may provide the imagery to the following organizations: 

          State Governments 

          Local Governments 

          Foreign Governments and inter-governmental organizations 

          Non-Governmental Organization’s (NGO) and other non-profit organizations

 3.(U) In consideration for the flexibility afforded to the U.S. Government by allowing unprocessed sensor data and
requirements-compliant processed imagery, imagery services, imagery-derived products and imagery support data to be shared, the United States Government shall use its reasonable best efforts to minimize the effects on commercial sales. Acquisition
and dissemination of imagery and imagery products collected within the United States shall be restricted in accordance with law and regulation. 

H.24 (U) EXERCISE OF OPTIONS 
 a.(U)
The Government has the unilateral right to exercise any option under this contract by a contract modification signed by the Contracting Officer. The Government may exercise from time to time some or all the option CLINs. An option will be exercised
by issuance of a modification prior to the end of the current contract period. [**Redacted**] 
 b.(U) If exercised, Option CLINs 0101, 0201,
0301, 0401, 0501, 0601, 0701, 0801, and 0901, SLA for Pixel & Imagery Acquisition/Operations (Baseline Collection Capacity) will be exercised not later than the last day of the base period or not later than the last day of the subsequent
option period, as appropriate. The Government may exercise the Options under these CLINs only if the preceding Option CLIN was exercised. The Option level exercised by the Government will dictate the capacity of the DigitalGlobe constellation.

 c. [**Redacted**] 
 d.
[**Redacted**] 
 e.(U) If exercised, Option CLINs 0104, 0204, 0304, 0404, 0504, 0604, 0704, 0804, and 0904 Value-Added Products and Services
will be exercised not later than the last day of the base period or not later than the last day of the subsequent option period, as appropriate. The Government may exercise the Options under these CLINs only if the preceding Option CLIN was
exercised. 
 f.(U) If exercised, Option CLINs 0105, 0205, 0305, 0405, 0505, 0605, 0705, 0805, and 0905 Physical Media Delivery will be
exercised not later than the last day of the base period or not later than the last day of the subsequent option period, as appropriate. The Government may exercise the Options under these CLINs only if the preceding Option CLIN was exercised.

 g.(U ) If exercised, Option CLINs 0106, 0206, 0306, 0406, 0506, 0606, 0706, 0806, and 0906 System Engineering Services Support will be
exercised not later than the last day of the base period or not later than the last day of the subsequent option 
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 H.32     [**Redacted**] 

[**Redacted**] 
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 (U) SECTION J—List of Documents Exhibits and Other Attachments

 J.1(U) LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS 

 

					
	 This Table is UNCLASSIFIED

	Attachment	  	 Description
	  	 Date

	 1
	  	EnhancedView Imagery Acquisition Statement of Work (SOW) (CLASSIFIED)	  	February 14, 2012
	 2
	  	DD Form 254, Contract Security Classification Specification, Revision 1	  	October 1, 2010
	 3
	  	Government Furnished Property List (to be determined based on Offeror’s proposal)	  	July 6, 2010
	 4
	  	Small Business Subcontracting Plan (to be provided by Offeror)	  	July 6, 2010
	 5
	  	List of Data Delivered with Government Purpose Rights (to be provided by Offeror)	  	July 6, 2010
	 6
	  	List of Data with Limited Rights (to be provided by Offeror)	  	July 6, 2010
	 7
	  	Nondisclosure Agreement	  	

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