exv10w14






Exhibit 10.14




ILS International Launch Services, Inc. & ViaSat, Inc. Proprietary Information




CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED

FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL

TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.




CONTRACT FOR LAUNCH SERVICES




Between




ILS International Launch Services, Inc.




and




ViaSat, Inc.




Contract No. ILSB-0902-2720




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ILS International Launch Services, Inc. & ViaSat, Inc. Proprietary Information




CONTRACT FOR LAUNCH SERVICES



This Contract No. ILSB-0902-2720 is made and entered into as the date last signed by the Parties
(“Effective Date”) by and between ILS International Launch Services, Inc., a Delaware corporation,
having its principal place of business at 1875 Explorer Street, Suite 700, Reston, Virginia 20109,
USA (“Contractor”) and ViaSat, Inc., a Delaware corporation, having its principal place of
business at 6155 El Camino Real, Carlsbad, California 92009, USA (“Customer”).




ARTICLE 1

DEFINITIONS



Capitalized terms used and not otherwise defined herein shall have the following meanings:




     Affiliate means, with respect to a Party, any other entity, directly or indirectly,
Controlling or Controlled by or under common Control with such first named Party.



     Business Day means any day that business is transacted in New York, New York, USA, and
shall exclude all Saturdays, Sundays and Legal Bank Holidays.



     Contract means this instrument and all exhibits attached hereto, as the same may be amended
from time to time in accordance with the terms hereof, including:



	 	 	 	 	 
	 

	 	Exhibit 1 –
	 	Proton Launch Services Statement of Work for the ViaSat-1
Program, dated 25 February 2009, Document No. ILSB-0808-1958
	 
	 	 	 	 
	 

	 	Exhibit 2 –
	 	Proton Interface Control Document for the ViaSat-1 Program -
valid and incorporated into the Contract once signed by the Parties
(title subject to revision)






     Constructive Total Failure means a Constructive Total Loss of the Satellite due to the
performance of the Launch Vehicle.



     Constructive Total Loss shall have the meaning assigned to the term “Constructive
Total Loss” in Customer’s Launch and In-Orbit Insurance policy in place at the time of Launch.
Customer shall provide a copy of such definition to Contractor promptly after the issuance of such
Launch and In-Orbit Insurance policy.



     Control and its derivatives mean, with respect to a Party, (i) the legal, beneficial,
or equitable ownership, directly or indirectly, of fifty percent (50%) or more of the capital stock
(or other ownership interest if not a corporation) of such entity ordinarily having voting rights,
or (ii) the power to direct, directly or indirectly, the management policies of such entity,
whether through the ownership of voting stock, by contract, or otherwise.



     Insured Launch Activities  means the activities carried out by either Party or the
Related Third Parties of either Party in accordance with the terms of this Contract at the launch
site and the Satellite processing facility, including transportation of the Satellite from the
Satellite processing facility to the launch site and, if required, transportation of the Satellite
from the launch site to the Satellite processing facility.



     Ignition means the Ignition of the first-stage engine(s) of the Launch Vehicle that
has been integrated with the Satellite. Ignition can be followed by either (i) physical separation
from the Launch pad and the ground support equipment; or (ii) total loss or destruction of the
Satellite and/or the Launch Vehicle; or (iii) Terminated Ignition.



     Interface Control Document means that document referred to in the Statement of Work
attached or to be attached as Exhibit 2 to this Contract upon approval by both Parties.



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ILS International Launch Services, Inc. & ViaSat, Inc. Proprietary Information




     Initial Payment means the first payment made pertaining to the Launch Service as set
forth in Section 5.1 of this Contract.



     Launch means Ignition followed by either (i) physical separation from the Launch pad and the
ground support equipment; or (ii) loss or destruction of the Satellite and/or the Launch Vehicle.



     Launch Date means the calendar date on which the Launch is scheduled to occur, as
established in accordance with Paragraph 6.3 entitled “Launch Date” and as such Launch Date may be
adjusted in accordance with Article 7 entitled “Launch Schedule Adjustments.”



     Launch Failure means a Partial Failure, Constructive Total Failure or a Total Failure.



     Launch Opportunity means an adequate time period during which Contractor, in its
reasonable judgment, may provide a Launch Service to Customer, taking into account all relevant
conditions, including but not limited to, commitments to other customers, maintenance of
appropriate clearance times between flights, hardware and range availability and requirements of
the Government of the Russian Federation and/or the Government of the Republic of Kazakhstan, as
applicable, for range support.



     Launch Period means a period of time during which the Launch is scheduled to occur, as
specified in Paragraph 6.1 and as such Launch Period may be adjusted in accordance with Article 7
entitled “Launch Schedule Adjustments.”



     Launch Service means those services to be provided by Contractor to Customer for a
single Launch, utilizing a Proton Launch Vehicle, as set forth in Exhibit 1 and Exhibit 2.



     Launch Service Price means the price for the Launch Service as set forth in Paragraph
4.1 entitled “Launch Service Price.”



     Launch Slot means a period of thirty (30) days within the Launch Period during which
the Launch is scheduled to occur, as specified in Paragraph 6.2 and as such Launch Slot may be
adjusted in accordance with Article 7 entitled “Launch Schedule Adjustments.”



     Launch Vehicle means the Proton launch vehicle system consisting of a Proton launch
vehicle, a Breeze M upper stage, the payload fairing and the payload adapter with separation system
collectively identified as the Proton.



     Legal Bank Holiday means a day that banks are scheduled in advance to be closed in New
York, New York, USA.



     Partial Failure means a Partial Loss of the Satellite due to performance of the Launch
Vehicle.



     Partial Loss shall have the meaning assigned to the term “Partial Loss” in Customer’s
Launch and In-Orbit Insurance policy in place at the time of Launch. Customer shall provide a copy
of such definition to Contractor promptly after the issuance of such Launch and In-Orbit Insurance
policy.



     Party or Parties means Contractor, Customer or both.



     Related Third Parties means (i) the Parties’ directors, officers, agents employees and
customers; (ii) the Parties’ contractors, subcontractors and suppliers at any tier involved
directly or indirectly in the performance of this Contract, and their directors, officers, agents
and employees; (iii) entities involved with payload processing or other activities in the payload
processing facilities, including the contractor providing the payload processing facilities, other
customers of the payload processing facilities contractor, and all employees and contractors of
those contractors and customers; and (iv) parties having any right,
title or interest, whether through sale, lease or service arrangement or otherwise, directly or
indirectly, in the Satellite or any transponder, the Launch Vehicle or the Launch Service.



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ILS International Launch Services, Inc. & ViaSat, Inc. Proprietary Information




     Satellite means Customer-provided satellite and associated property to be launched on the
Launch Vehicle associated with the applicable Launch Service under this Contract with the technical
specifications and characteristics set forth in Exhibit 1 and Exhibit 2.



     Satellite Mission Failure means that, due to an event(s) that occurs at any time after
Launch, it can be determined from telemetry data or other evidence that the Satellite (i) was
completely destroyed, totally lost or unable to separate from the Launch Vehicle, (ii) was not
capable of reaching its specified orbital location within [***] days after Launch, or (iii)
available operational capability is less than [***] percent ([***]%) of the stated Satellite
operational capability in the Satellite specification between Customer and its Satellite
manufacturer.



     Statement of Work or SOW means that document identified as such and attached
as Exhibit 1 to this Contract.



     Terminated Ignition means that, following Ignition, the first-stage engine(s) of the
Launch Vehicle shut down prior to physical separation from the Launch pad and the ground support
equipment and without loss or destruction of the Satellite and/or Launch Vehicle and the launch pad
is officially declared safe by Contractor.



     Termination Charge means the charge calculated in accordance with Paragraph 21.6
entitled “Termination Charge.”



     Third Party means any person or entity other than Contractor, Customer, their
respective Related Third Parties, the United States Government and its agencies, contractors or
subcontractors, and the governments of the Russian Federation and the Republic of Kazakhstan and
their agencies, contractors or subcontractors involved directly in the performance of the Proton
Launch Services.



     Total Failure means a Total Loss of the Satellite due to performance of the Launch
Vehicle.



     Total Loss shall have the meaning assigned to the term “Total Loss” in Customer’s
Launch and In-Orbit Insurance policy in place at the time of Launch. Customer shall provide a copy
of such definition to Contractor promptly after the issuance of such Launch and In-Orbit Insurance
policy.





 




			
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respect to the omitted portions.





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ILS International Launch Services, Inc. & ViaSat, Inc. Proprietary Information




ARTICLE 2

SERVICES TO BE PROVIDED



2.1 Launch Service Contractor shall furnish one (1) Launch Service for the Launch of one
(1) Customer-provided Satellite from the launch site, in accordance with the applicable Exhibits
and scheduled for the Launch Period specified in Paragraph 6.1 entitled “Launch Period.”




ARTICLE 3

RESERVED




ARTICLE 4

LAUNCH SERVICE PRICE




4.1 Launch Service Price





4.1.1 The Launch Service Price shall be U.S.$80,000,000




4.1.2 In the event that Customer is entitled to purchase a Replacement Launch Service, the
Launch Service Price for the Replacement Launch shall be determined in accordance with the
terms of Article 17 herein.



4.2 Taxes





4.2.1 The Launch Service Price includes all taxes, duties and other levies imposed by the
United States Government and any political subdivisions thereof, and by any taxing authority
in the Russian Federation or Kazakhstan Government and any political subdivision thereof, as
may be required by law to be paid by the Contractor in full in the performance of this
Contract, including any duties or other levies that may be imposed on any Satellite or any
Customer-furnished items including but not limited to its support equipment associated with
transportation and handling in Russia and Kazakhstan. Should any such taxes, duties and/or
levies become the obligation of Customer for any reason, Contractor shall indemnify and hold
harmless Customer from such obligation and shall reimburse Customer within thirty (30) days
of Customer’s invoice for payment of such amounts.




4.2.2 Any taxes, duties or levies imposed on Customer-furnished items, other than for those
taxes, duties or levies associated with transportation and handling in Russia and
Kazakhstan, shall be the obligation of Customer and, should such become an obligation of
Contractor for any reason, Customer shall indemnify and hold harmless Contractor from such
obligation and shall reimburse Contractor within thirty (30) days of Contractor’s invoice
for payment of such amounts.



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 ILS International Launch Services, Inc. & ViaSat, Inc. Proprietary Information




ARTICLE 5

PAYMENT



5.1 Timing of Payments Payment of the Launch Service Price shall be in U.S. Dollars,
subject to conditions set forth in this Article and made in accordance with the following schedule:




Table 5.1 Payment Schedule




	 	 	 	 	 	 	 	 	 
	Payment Number	 	Payment Due Date	 	Amount
	[***]
	 	 	[***]	 	 	 	[***]	 
	 
	 	Total:	 	$80,000,000







Where “L” is the first day of the originally scheduled Launch Period.


5.2 Payment Dates If a payment due date falls on a Saturday, Sunday or Legal Bank Holiday,
then payment shall be due on the following Business Day.



5.3 Invoicing Instructions All invoices to Customer will be sent to the address set forth
below:





David Abrahamian

ViaSat, Inc.

6155 El Camino Real

Carlsbad, CA 92009

USA




Telephone Number: [***]


5.4 Wire Transfer Instructions All payments to Contractor will be by wire transfer to the
address set forth below and shall not be reduced by any wire transfer fee, bank processing fee, or
other fee pertaining to the rendering of payment.





ILS International Launch Services, Inc.

[***]





 




			
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ILS International Launch Services, Inc. & ViaSat, Inc. Proprietary Information




5.5 Payment of Invoices





5.5.1 Scheduled Payments Contractor shall submit invoices not later than thirty (30)
days in advance of the scheduled payment due dates, except that the invoice for the Initial
Payment shall be submitted as soon as reasonably possible after contract execution and shall
be due on its due date. Other scheduled Launch Service payments shall be made on their
respective due dates, or within thirty (30) days after Customer’s receipt of the
corresponding invoice, whichever is later.




5.5.2 Other Than Scheduled Payments Payment of invoices for other than scheduled
Launch Service payments shall be due and paid by Customer no later than thirty (30) days
after receipt of invoice by Customer. If any portion of an invoice for other than scheduled
Launch Service payments is disputed by Customer, Customer shall pay the undisputed invoice
amount by the applicable invoice due date and shall provide reasonably detailed information
to Contractor regarding the disputed amount. Upon resolution of any disputed amount,
Customer shall promptly pay Contractor any balance or amount owed to Contractor pertaining
to such invoice.




5.5.3 Credit for Payment Payments shall be deemed made when credit for the payment
amount is established in Contractor’s bank account set forth in Paragraph 5.4.


5.6 Interest on Payments Due If any undisputed amount due to by Customer to Contractor
under this Contract shall remain unpaid after its due date, and if Contractor has provided Customer
written notice thereof with a ten (10) day period to cure, then the Customer shall pay simple
interest to Contractor, based upon an annual rate of the prime rate plus [***] percent ([***]%).
Interest will be computed commencing as of the day after the due date until and including the date
payment is actually made, [***]. If a payment is withheld because of a dispute and that dispute is
later settled in favor of the Contractor, interest will be computed commencing as of the day after
the due date until and including the date payment is actually made.



5.7 Accelerated Payments In the event that the Launch Service is accelerated as described
in Article 7 entitled “Launch Schedule Adjustments,” the remaining payments shall be accelerated on
a day-for day basis for such Launch Service. If, as a result of such acceleration, any payments
should already have been made, such payments shall be immediately invoiced by Contractor and shall
be paid by Customer within thirty (30) days of receipt of invoice by Customer.




5.8 Postponed Payments





5.8.1 Postponements by Contractor In the event of postponement of the Launch
Period, Launch Slot or Launch Date, as applicable, for the affected Launch Service is
declared by Contractor for any reason including those in Article 7 entitled “Launch Schedule
Adjustments,” the Contract payments shall be suspended on a day-for-day basis for the length
of the delay and then resumed with all remaining payments postponed by the amount of the
delay, except for any payments due after Launch.




5.8.2 Postponements by Customer In the event of postponement of the Launch Period,
Launch Slot or Launch Date, as applicable, for the affected Launch Service is declared by
Customer for any reason including those in Article 7 entitled “Launch Schedule Adjustments,”
the Contract payments shall remain due as if the Launch Period, Launch Slot or Launch Date,
as applicable, had not been postponed, except for any payments due after Launch, which shall
remain due after Launch.





 




			
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 ILS International Launch Services, Inc. & ViaSat, Inc. Proprietary Information




ARTICLE 6

LAUNCH SCHEDULE



6.1 Launch Period The Launch Period shall be [***] 2011 through [***] 2011.



6.2 Launch Slot At least [***] months prior to the first day of the Launch Period, Customer
will give notice to Contractor of its desired Launch Slot within the Launch Period. Within fifteen
(15) days of Customer’s request for a Launch Slot, Contractor shall respond to Customer’s request,
by either confirming that Customer’s requested Launch Slot is available, or by counter-proposing a
Launch Slot as close as possible to Customer’s requested Launch Slot, taking into account
Customer’s requirements and the requirements for a Launch Opportunity. The Parties will cooperate
in good faith to finalize the selection of a Launch Slot. However, in the event that the Parties
cannot mutually agree upon a Launch Slot within thirty (30) days of Customer’s request, Contractor
shall make such determination taking into account the available Launch Opportunities as close as
possible to Customer’s requested Launch Slot and the other requirements and interests of Customer.



6.3 Launch Date At least [***] months prior to the first day of the Launch Slot, Customer
will give notice to Contractor of its desired Launch Date within the Launch Slot. Within seven (7)
days of Customer’s request for a Launch Date, Contractor shall respond to Customer’s request, by
either confirming that Customer’s requested Launch Date is available, or by counter-proposing a
Launch Date as close as possible to Customer’s requested Launch Date, taking into account
Customer’s requirements and the requirements for a Launch Opportunity. The Parties will cooperate
in good faith to finalize the selection of a Launch Date. However, in the event that the Parties
cannot mutually agree upon a Launch Date within fifteen (15) days of Customer’s request, Contractor
shall make such determination taking into account the available Launch Opportunities as close as
possible to Customer’s requested Launch Date and the other requirements and interests of Customer.



6.4 Manifest Policy Contractor shall comply with the following launch schedule prioritization
policy, in the event of a postponement declared by either the Customer or Contractor.





6.4.1 Customer’s launch will not be displaced from the Launch Period, Launch Slot, or Launch
Date, as applicable, by another customer of Contractor with a later contract signature or
option exercise date unless the Satellite is unable to support the assigned Launch Period,
Launch Slot, or Launch Date.




6.4.2 In the event of a Contractor postponement of either the Customer’s launch or prior
third party customer launches, the firing order shall remain in effect as of the date of the
Contractor’s postponement, unless such postponement is unique to the Customer’s or another
customer of Contractor’s launch vehicle configuration or the other mission is a planetary
window mission.




6.4.3 In the event of a Customer postponement that would significantly affect subsequent
third party customer schedules, the Customer will be re-sequenced to the next available
Launch Opportunity, taking into account the commercial requirements and interests of
Customer.




6.4.4 In the event of a third party customer postponement that would significantly affect
the Customer’s schedule, the third party customer will be re-sequenced to the next available
Launch Opportunity following the Customer’s scheduled Launch Period, Launch Slot or Launch
Day, as applicable, unless the third party customer’s mission is a planetary window mission.




6.4.5 In the event that a third party customer of Contractor requests the acceleration of
its launch, such that Customer’s Launch Period, Launch Slot or Launch Date could reasonably
be expected by Customer to be adversely impacted by such acceleration, Customer shall retain





 




			
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 ILS International Launch Services, Inc. & ViaSat, Inc. Proprietary Information





priority over the Launch Period, Launch Slot or Launch Date, as applicable, and Contractor
shall not accept such schedule acceleration.


6.5 Accelerated Launch Opportunities. If a Launch Opportunity becomes available in Contractor’s
manifest that is earlier than the Launch Period or Launch Slot assigned at the time to Customer,
then Contractor shall promptly notify Customer of such availability (such earlier Launch
Opportunity, the “Accelerated Launch Opportunity”). In the event the notification by the
Contractor of the Accelerated Launch Opportunity occurs within [***] of the proposed new Launch
Date, the Contractor shall promptly provide to the Customer a commercially reasonable proposal
detailing the necessary costs directly associated with the corresponding acceleration of mission
integration and Launch Vehicle manufacturing activities, and the Customer and Contractor shall in
good faith thereafter negotiate Contractor’s proposal within thirty (30) days, or such longer
period that the Parties may agree to. Any changes to the Launch Period, Launch Slot or Launch
Service Price agreed to by Customer and Contractor shall be reflected in a written amendment to
this Contract in accordance with Article 26.




ARTICLE 7

LAUNCH SCHEDULE ADJUSTMENTS



7.1 Customer Launch Schedule Adjustments Customer may request either a postponement or
advancement of the Launch Period, Launch Slot or Launch Date by giving written notice to the
Contractor representative set forth in Paragraph 9.2 requesting a new Launch Period, Launch Slot or
Launch Date. The Parties will cooperate in good faith to select a new Launch Period, Launch Slot or
Launch Date. However, in the event that the Parties cannot mutually agree within [***] days of
Customer’s notice (or such shorter time period as Contractor may determine, in light of the
proximity to the Launch), Contractor shall make such determination taking into account the manifest
policy set forth in Paragraph 6.4, the available Launch Opportunities as close as possible to
Customer’s requested Launch Period, Launch Slot or Launch Date and the other requirements and
interests of Customer, and Contractor shall use commercially reasonable efforts to mitigate any
postponements in the Launch of the Satellite. Until a new Launch Period, Launch Slot or Launch
Date is selected in accordance with this Paragraph 7.1, the then-current launch schedule shall
remain in effect.





7.1.1 If the launch schedule adjustment results in a later Launch Period, Launch Slot or
Launch Date, then only the total number of calendar days of delay originally requested by
Customer shall be attributed to Customer. Any delay in the Launch Period, Launch Slot or
Launch Date resulting from the determination of a Launch Period, Launch Slot or Launch Date,
as applicable, by Contractor in excess of the delay requested by Customer shall not be
deemed to be attributed to Contractor or Customer.




7.1.2 Postponements by Customer under this Article 7 for each Launch Service shall not
exceed a total of [***] months. In the event that a single postponement, or cumulative
postponements, attributed to Customer exceed such maximum permissible postponement for the
Launch Service, the Launch Service shall, at the election of Contractor, be subject to
renegotiation. Contractor shall provide Customer a commercially reasonable proposal for
equitable adjustment to extend the period of performance of this Contract in order to
accommodate Customer’s postponement within [***] of receipt by Contractor of Customer’s
postponement notice which exceeds the maximum permissible postponement. [***] The Parties
agree to renegotiate the Contract in good faith and in a commercially reasonable manner,
within [***] of the date Customer receives Contractor’s proposal. Should the Parties fail
to conclude negotiations and amend this Contract within this [***] timeframe, such matter
shall be subject to resolution in accordance with Article 22 entitled Dispute Resolution.



7.1.3 Should Customer request or cause postponement of a Launch Date where, in the
reasonable judgment and discretion of Contractor (as notified in writing to Customer), the





 




			
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respect to the omitted portions.





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postponement requires that the Satellite be de-mated from the Launch Vehicle and/or the
Launch Vehicle or part thereof be removed from the launch pad so that Contractor will be
able to meet other contractual commitments, Russian Federation Government requirements,
access by Customer or its Related Third Parties to the Satellite or for other operational or
safety reasons, Customer will be liable for the necessary, reasonable and documented actual
costs incurred for such effort, including, without limitation, to de-mate and/or remove,
place and maintain in storage, re-mate and re-integrate the Satellite, re-erect and
re-process the Launch Vehicle and Satellite [***]. Contractor shall utilize reasonable
efforts to minimize such costs. Such costs will be paid within thirty (30) days of receipt
of Contractor’s invoice.


7.2 Contractor Launch Schedule Adjustments Contractor may postpone or request an
advancement of the Launch Period, Launch Slot or Launch Date by giving notice to Customer proposing
a new Launch Period, Launch Slot or Launch Date. The Parties will cooperate in good faith to
select a new Launch Period, Launch Slot or Launch Date. However, in the case of a postponement, if
the Parties cannot mutually agree within [***] days of Contractor’s proposal (or such shorter time
period as Contractor may determine, in light of the proximity to the Launch), Contractor shall make
such determination in good faith taking into account the manifest policy set forth in Paragraph
6.4, the available Launch Opportunities as close as possible to Customer’s requested Launch Period,
Launch Slot or Launch Date and the other requirements and interests of Customer, and Contractor
shall use commercially reasonable efforts to mitigate any postponements in the Launch of the
Satellite. Until a new Launch Period, Launch Slot or Launch Date is selected in accordance with
this Paragraph 7.2, the then-current launch schedule shall remain in effect.





7.2.1 If the final launch schedule adjustment results in a later Launch Period, Launch Slot
or Launch Date, then the total number of calendar days of delay originally requested by
Contractor shall be attributed to Contractor.




7.2.2 Postponements by Contractor under this Article 7 shall not exceed a total of [***]
months for the Launch Service. In the event that a single postponement, or cumulative
postponements, attributed to Contractor exceed such maximum permissible postponement for the
Launch Service, the Launch Service shall, at the election of Customer, be subject to
termination by Customer in accordance with Paragraph 21.2 entitled “Termination by Customer
for Excessive Launch Postponement.”




7.2.3 Should Contractor request or cause postponement of a Launch Date where, in the
reasonable judgment and discretion of Contractor (as notified in writing to Customer), the
postponement requires that the Launch Vehicle or part thereof be removed from the launch pad
so that Contractor will be able to meet other contractual commitments, Russian Federation
requirements, access by Customer or its Related Third Parties to the Satellite or for other
operational or safety reasons, Contractor will be liable for the necessary, reasonable and
documented actual costs incurred by Customer at the launch site to remove, place and
maintain in storage, re-process the Satellite and to re-integrate the Satellite at the
launch site, [***]. Customer shall utilize reasonable efforts to minimize such costs. Such
costs will be paid within thirty (30) days of receipt of Customer’s invoice.



7.3 Reserved



7.4 Postponements Attributed to Non-Complying Party under Article 10 Should the failure of
either Party to provide required data, hardware and services result in a delay to the launch
schedule, then a postponement shall be attributed to the non-complying Party under this Article 7
upon notice by the other Party. Requirements to provide data, hardware and services, delays and
the length of postponement chargeable to the non-complying Party are described in Article 10 entitled “Additional Contractor
and Customer Obligations Prior to Launch.”






 




			
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7.5 Obligation to Give Prompt Notice Contractor and Customer acknowledge and agree that it
is in the best interests of both Parties to promote certainty in launch schedule decisions and
minimize disruption to other customers of Contractor. Therefore, the Parties agree to give prompt
notice of any need for schedule change under this Article 7 or any actual or potential delay that
might impact the launch schedule.




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ILS International Launch Services, Inc. & ViaSat, Inc. Proprietary Information




ARTICLE 8

LAUNCH VEHICLE QUALIFICATION



8.1 Contractor shall only provide a Launch Vehicle to perform the Launch Service under this
Contract which meets or exceeds all of the following criteria:





8.1.1 The Launch Vehicle shall be flight proven, including all major systems, and subsystems
through a minimum of [***] prior successful missions, the last of which must be accomplished
no later than [***] prior to the start of the then-current Launch Period, Launch Slot, or
Launch Date; and 




8.1.2 The Launch Vehicle shall not have suffered a Launch Failure in [***] immediately
preceding Customer’s Launch.




8.1.3 If the flight of the Launch Vehicle immediately preceding Customer’s scheduled Launch,
results in a launch failure, either partial or total, Customer shall have the option, in its
sole discretion, to:




8.1.3.1 Use the return to flight launch service for the Launch of the Satellite, or




8.1.3.2 If Customer chooses not to exercise to use the return to flight launch
service as stated in Paragraph 8.1.3.1 above, then Contractor shall conduct a return
to flight prior to conducting Customer’s mission. In this event, Customer’s Launch
shall be rescheduled to the next available Launch Opportunity.




8.1.4 In the event that the conditions stated in Paragraph 8.1.2 are not satisfied, Customer
will be assigned [***]





 




			
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ARTICLE 9

COORDINATION AND COMMUNICATION BETWEEN

CUSTOMER AND CONTRACTOR



9.1 Mission Managers Each Party hereby identifies to the other a single Mission Manager to
coordinate the activities under this Contract. The Mission Managers of each Contractor and
Customer are not authorized to direct work contrary to the requirements of this Contract or make
modifications to this Contract. Any and all modifications to the terms, conditions and requirements
of this Contract shall be made pursuant to Article 26, entitled “Amendment.”




	 	 	 
	Contractor’s Mission Manager is:	 	Customer’s Mission Manager is:
	TBD

	 	TBD
	ILS International Launch Services, Inc.

	 	ViaSat, Inc.
	1875 Explorer Street, Suite 700

	 	6155 El Camino Real
	Reston, VA 20190

	 	Carlsbad, CA 92009
	Telephone:  571.633.xxxx

	 	Telephone:
	Fax:             571.633.xxxx

	 	Fax:





9.2 Notices All notices that are required or permitted to be given under this Contract shall be in
writing and shall be delivered in person or sent by facsimile, certified mail (return receipt
requested) or air courier service to the representative and address set forth below, or to such
other representative or address specified in a notice to the other Party. Notices shall be
effective upon delivery in person or upon confirmation of receipt in the case of facsimile,
certified mail or air courier.




	 	 	 
	Notices to Contractor:	 	Notices to Customer:
	Tom Tshudy
	 	David Abrahamian
	ILS International Launch Services, Inc.
	 	ViaSat, Inc.
	1875 Explorer Street, Suite 700
	 	6155 El Camino Real
	Reston, VA 20190
	 	Carlsbad, CA  92009
	Telephone:    [***]
	 	Telephone:   [***]
	Fax:               [***]
	 	Fax:               [***]





9.3 Communications in English All documentation, notices, reports and correspondence under
this Contract shall be submitted and maintained in the English language.






 




			
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ARTICLE 10

ADDITIONAL CONTRACTOR AND CUSTOMER OBLIGATIONS

PRIOR TO LAUNCH



10.1 Obligation to Provide Information Contractor shall provide to Customer the data,
hardware and services identified in the applicable Statement of Work, and Customer shall provide to
Contractor the data, hardware and services identified in the Statement of Work, in accordance with
the schedules contained therein.



10.2 Notification of Non-Compliance The Party receiving the data, hardware or services
referred to in Paragraph 10.1 shall promptly notify the other in accordance with Paragraph 9.2 in
the event the data, hardware or services are not consistent with the requirements contained in the
Statement of Work, or not suitable for their intended purpose. The notification shall contain a
statement of the discrepancy and recommend solutions. The Party receiving the notification shall
provide written direction to the other Party as to how to proceed, taking into account the
recommended solutions within ten (10) calendar days following receipt of notice.



10.3 Impact of Non-Compliance on Launch Schedule In the event that the data, hardware or
services to be supplied by one Party to the other, in accordance with Paragraph 10.1 above, are not
furnished in accordance with the required schedules set forth in applicable Statement of Work, the
receiving Party shall use commercially reasonable efforts to continue its obligations under this
Contract without affecting the launch schedule or incurring additional expense. If however, despite
the receiving Party’s commercially reasonable efforts, such continuation is not possible and, as a
result of the other Party’s failure to provide data, hardware or services as required in accordance
with Paragraph 10.1 above, the launch schedule is adversely affected, then a launch schedule
postponement shall be declared by the receiving Party under the appropriate provisions of Article 7
attributable to the Party failing to provide the data, hardware or services as required by the
Statement of Work.




ARTICLE 11

FACTORY AND LAUNCH SITE ACCESS



Subject to appropriate export, regulatory, confidentiality, security and/or safety limitations,
Customer shall have access to Contractor’s mission hardware final assembly factory to witness
Contractor’s mission hardware final acceptance activities, as well as other production status
reviews as required by the SOW. Customer will similarly have access to the launch site, launch
complex and Satellite encapsulation area to witness major Customer-related mission tests and to
attend regular coordination meetings.




ARTICLE 12

LAUNCH VEHICLE AND SATELLITE REGISTRATION



12.1 Launch Vehicle Registration. Contractor shall be responsible for registering the
Launch Vehicle with the appropriate launching state or states as required by the 1975 Convention on
Registration of Objects Launched into Outer Space.



12.2 Satellite Registration. Customer shall be responsible for registering the Satellite
with the appropriate launching state or states as required by the 1975 Convention on Registration
of Objects Launched into Outer Space.




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ARTICLE 13

GOVERNMENTAL APPROVALS, LICENSES, CLEARANCES, PERMITS AND COMPLIANCE WITH
 REQUIREMENTS



13.1 Parties Respective Obligations. Each Party is responsible for obtaining all
governmental approvals, including any licenses, clearances, permits or governmental authorizations
from any governmental authority that has jurisdiction or authority to require such approvals,
licenses, clearances, permits or authorizations necessary to carry out such Party’s respective
obligations in accordance with this Contract. Contractor shall be responsible for obtaining and
maintaining approval of the Technical Assistance Agreement necessary for Satellite integration and
Launch.



13.2 Mutual Assistance. The Parties shall cooperate and provide each other upon request
and without cost to the other Party all reasonable and necessary assistance in obtaining and
maintaining any and all governmental approvals that they may respectively be required to obtain to
fulfill their obligations under this Contract.



13.3 Documentation. The Parties shall provide to each other upon request and without cost,
acceptable documentation or other reasonable evidence to show that they have obtained and are
maintaining in full force and effect any and all governmental approvals that they respectively are
required to obtain to fulfill their obligations under this Contract.



13.4 Satellite Approvals. Unless otherwise specified herein, Customer shall obtain and
maintain all governmental approvals necessary for the transfer of the Satellite and any
Customer-furnished items from the Satellite’s country of origin to the Launch Site. To the extent
any U.S. Government licenses are required for the export of Satellite-related technical data,
Customer shall apply, or cause appropriate parties to apply, for such licenses not later than sixty
(60) days after the Effective Date of this Contract. To the extent any U.S. Government licenses
are required for the export of the Satellite, associated test, electrical or mechanical support
equipment or Satellite propellant, Customer shall apply, or cause appropriate parties to apply, for
such licenses not later than twelve (12) months prior to the beginning of the Launch Period or
Launch Slot, as applicable, for the applicable Launch Service.



13.5 Launch Vehicle and Launch Site Approvals. Contractor shall obtain all governmental
approvals necessary for the transfer of the Launch Vehicle and any auxiliary equipment to the
Launch Site and shall obtain all governmental approvals necessary for the use of the Launch Site
and its facilities.



13.6 Safeguarding U.S.-Licensed Spacecraft Contractor and Customer shall abide by and
require its Related Third Parties, as applicable, to abide by all United States, Russian and Kazakh
Government security rules and regulations pertaining to the safeguarding of U.S.-licensed
spacecraft in connection with the performance of this Contract. Such security rules and
regulations include, but are not limited to, the Government to Government Technology Safeguards
Agreement, dated January 25, 1999, and amendments thereto, for the safeguarding of U.S.-licensed
spacecraft transported to Russia and/or Kazakhstan for launch from the Baikonur Cosmodrome,
applicable licenses, technology transfer control plans and the Proton Launch Operations Security
Plan at Baikonur Cosmodrome.




13.7 Compliance with U.S. Export Requirements





13.7.1 Each Party shall be responsible for compliance with applicable United States or
Russian Government regulations relating to the transfer of technical data to the other Party
or to Third Parties. Contractor and Customer agree that all export/import/re-export of
goods, defense services and technical data made pursuant to this Contract shall be in strict
compliance with all laws, rules and regulations of the United States, including the United
States Department of State International Traffic in Arms Regulations (“ITAR”) and the Export
Administration Regulations (“EAR”) of the United States Department of Commerce.
Additionally, it is understood that Contractor and Customer are subject to the applicable laws and regulations of the Russian
Federation and the Republic of Kazakhstan.



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13.7.2 Customer hereby agrees to identify and promptly notify Contractor of any Third
Country National (defined as a person holding citizenship in a country different than the
country of the company with whom they are employed) directors, officers, agents or employees
or Dual National (defined as a person holding citizenship in more than one country, one of
which is the same as the country of the company with whom they are employed) directors,
officers, agents or employees who may participate in technical exchanges or have access to
any technical data in connection with performance of this contract in order to support
Contractors application for approval of a Technical Assistant Agreement or other license
with the U.S. Government.




13.7.3 Customer hereby agrees to identify and promptly notify Contractor of any Related
Third Parties, consultant or representatives who may participate in technical exchanges or
have access to any technical data in connection with performance of this contract as
required to support, including identification of any Third Country Nationals or Dual
Nationals as required to support Contractor’s application for approval of Technical
Assistance Agreement or other license with the U.S. Government.


13.8 Contractor Assistance for Proton Launch Services Contractor will assist Customer and
its Related Third Parties, as applicable, with administrative arrangements necessary for the
transportation of personnel, the Satellite and related equipment or supplies from the point of
entry into the Russian Federation or Republic of Kazakhstan, as the case may be, to the Launch
site. Such assistance to Customer and its Related Third Parties shall include assisting in
obtaining on behalf of Customer and Customer’s Related Third Parties, as applicable, necessary
consents and authorizations from the relevant governmental authorities for the entry and temporary
stay in the Russian Federation or the Republic of Kazakhstan, as the case may be, of such
personnel, Satellite and related equipment or supplies.



13.9 Security. Customer shall abide by and require its employees, agents, subcontractors,
and Related Third Parties to abide by all applicable United States, Russian and Kazakh Government
security rules and regulations while they are on Contractor’s or its Related Third Parties’
premises in connection with this Contract.




ARTICLE 14

COMPLETION OF CONTRACTOR’S OBLIGATION AND RENDERING OF PAYMENT



The Launch Service to be provided under this Contract shall be considered complete upon Launch and
the submission of data required by the Statement of Work. No portion of the Launch Service Price
shall be refundable in the event the Launch Service fails to perform in accordance with the
Statement of Work. Any portion of the Launch Service Price set forth in the Payment Schedule due
after Launch shall be payable on the date due whether or not the Launch Service performs in
accordance with the Statement of Work. The Launch shall not be deemed complete in the event of a
Terminated Ignition.



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ARTICLE 15

EXCLUSION OF WARRANTY, WAIVER OF LIABILITY

AND ALLOCATION OF CERTAIN RISKS



15.1 NO REPRESENTATIONS OR WARRANTIES CONTRACTOR HAS NOT MADE NOR DOES IT MAKE ANY
REPRESENTATION OR WARRANTY, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OF DESIGN, OPERATION, CONDITION, QUALITY, SUITABILITY OR MERCHANTABILITY
OR OF FITNESS FOR USE OR FOR A PARTICULAR PURPOSE, ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR
NOT DISCOVERABLE, WITH REGARD TO THE SUCCESS OF ANY LAUNCH OR OTHER PERFORMANCE OF ANY LAUNCH
SERVICE HEREUNDER. WITHOUT LIMITING OR CREATING EXCEPTIONS TO THE RECIPROCAL WAIVER OF LIABILITY
SET FORTH IN Article 15 OR THE EXCLUSIVE REMEDIES SET FORTH IN Article 18, AND EXCEPT FOR (1) THE
OBLIGATION TO INDEMNIFY PROVIDED IN PARAGRAPHS 15.3 AND 15.4; AND (2) THE PARTIES’ CONFIDENTIALITY
OBLIGATIONS SET FORTH IN Article 23, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO
PERSONS CLAIMING BY OR THROUGH SUCH PARTY UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY,
NEGLIGENCE OF ANY TYPE OR UNDER ANY OTHER LEGAL OR EQUITABLE THEORY FOR INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, COSTS OF EFFECTING COVER, LOST
PROFITS, LOST REVENUES OR COSTS OF RECOVERING A PAYLOAD OR THE SATELLITE, ARISING OUT OF OR
RELATING TO THIS CONTRACT.



15.2 Waiver of Liability





15.2.1 Contractor and Customer hereby agree to a reciprocal waiver of liability pursuant to
which each Party agrees not to bring a claim or sue the other Party, the United States
Government, the government of the Russian Federation, or the government of the Republic of
Kazakhstan, or Related Third Parties of the other Party for any property loss or damage it
sustains, including but not limited to, in the case of Customer, loss of or damage to the
Satellite, or any other property loss or damage, personal injury or bodily injury, including
death, sustained by any of its directors, officers, agents and employees, arising in any
manner in connection with the performance of or activities carried out pursuant to this
Contract or other activities in or around the launch site or Satellite processing area, or
the operation or performance of the Launch Vehicle or the Satellite. Such waiver of
liability applies to all damages of any sort or nature, including, but not limited to, any
direct, indirect, special, incidental or consequential damages or other loss of revenue or
business injury or loss such as costs of effecting cover, lost profits, lost revenues or
costs of recovering a payload or the Satellite, from damages to the Satellite before, during
or after Launch or from the failure of the Satellite to reach its planned orbit or operate
properly.




15.2.2 Claims of liability are waived and released regardless of whether loss, damage or
injury arises from the acts or omissions, negligent or otherwise, of either Party or its
Related Third Parties. This waiver of liability shall extend to all theories of recovery,
including in contract for property loss or damage, tort, product liability and strict
liability. In no event shall this waiver of liability prevent or encumber enforcement of
the Parties’ contractual rights and obligations to each other as specifically provided in
this Contract.




15.2.3 Contractor and Customer shall each extend the waiver and release of claims of
liability as provided in Paragraphs 15.2.1 and 15.2.2 to its Related Third Parties (other
than employees, directors and officers) by requiring them to waive and release all claims of
liability they may have against the other Party, its Related Third Parties, the United
States Government and its contractors and subcontractors at every tier, the government of
the Russian Federation and its contractors and subcontractors at every tier, the government
of the Republic of Kazakhstan and its contractors and subcontractors at every tier, and to agree to be responsible for any
property loss or damage, personal injury or bodily injury, including death, sustained by
them arising in any manner in connection with the performance of or activities carried out
pursuant to this Contract or



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other related activities in or around the launch site or
Satellite processing area, or the operation or performance of the Launch Vehicle or the
Satellite.




15.2.4 The waiver and release by each Party and its Related Third Parties of claims of
liability against the other Party and the Related Third Parties of the other Party extends
to the successors and assigns, whether by subrogation or otherwise, of the Party and its
Related Third Parties. Each Party shall obtain a waiver of subrogation and release of any
right of recovery against the other Party and its Related Third Parties from any insurer
providing coverage for the risks of loss for which the Party hereby waives claims of
liability against the other Party and its Related Third Parties.




15.2.5 In the event of any inconsistency between the provisions of this Paragraph 15.2 and
any other provisions of this Contract, the provisions of this Paragraph 15.2 shall take
precedence.



15.3 Indemnification — Property Loss and Damage and Bodily Injury





15.3.1 To the extent that claims of liability by Related Third Parties are not covered by an
insurance policy of either Contractor or Customer, Contractor and Customer each agree to
defend, hold harmless and indemnify the other Party and its Related Third Parties, for any
liabilities, costs and expenses (including attorneys’ fees, costs and expenses), arising as
a result of claims brought by Related Third Parties of the indemnifying Party, for property
loss or damage, personal injury or bodily injury, including death, sustained by such Related
Third Parties, arising in any manner in connection with the activities carried out pursuant
to this Contract, other activities in and around the launch site or the Satellite processing
area, or the operation or performance of the Launch Vehicle or the Satellite. Such
indemnification applies to any claim for direct, indirect, special, incidental or
consequential damages or other loss of revenue or business injury or loss, including but not
limited to costs of effecting cover, lost profits or lost revenues, resulting from any loss
of or damage to the Satellite before, during, or after Launch or from the failure of the
Satellite to reach its planned orbit or operate properly.




15.3.2 To the extent that claims of liability by Third Parties are not covered by the third
party liability insurance referred to in Paragraph 16.1 entitled “Third Party Liability
Insurance,” or an insurance policy of either Contractor or Customer, Contractor will defend,
hold harmless and indemnify Customer and its Related Third Parties from: (1) any and all
claims of Third Parties for property loss or damage, personal injury or bodily injury,
including death, and (2) any and all claims of Third Parties for direct, indirect, special,
incidental or consequential damages or other loss of revenue or business injury or loss
(other than claims of Third Parties for which Customer has the obligation to defend, hold
harmless and indemnify Contractor and its Related Third Parties under Sections 15.3.3 and
15.3.4, below), in each case arising in any manner from the operation or performance of the
Launch Vehicle.




15.3.3 To the extent that claims of liability by Third Parties are not covered by the third
party liability insurance referred to in Paragraph 16.1 entitled “Third Party Liability
Insurance,” or an insurance policy of either Contractor or Customer, Customer will defend,
hold harmless and indemnify Contractor and its Related Third Parties for any and all claims
of Third Parties, for property loss or damage, personal injury or bodily injury, including
death, arising in any manner from the processing, testing, operation or performance of the
Satellite or from any claim for indirect, special, incidental or consequential damages or
other loss of revenue or business injury or loss including, but not limited to costs of
effecting cover, lost profits or lost revenues resulting from any loss of or damage to the
Satellite before, during or after Launch or from the failure of the Satellite to reach its
planned orbit or operate properly.




15.3.4 Notwithstanding Paragraphs 15.3.2 and 15.3.3 above, Contractor shall not be obligated
to defend, hold harmless or indemnify Customer for any claim brought by a Third Party
against Customer resulting from any damage to or loss of the Satellite, whether sustained
before or after Launch and whether due to the operation, performance, non-performance or
failure of the Launch



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Vehicle or due to any other causes. Customer shall defend, hold
harmless and indemnify Contractor for any claims brought by Third Parties against Contractor
for damage to or loss of the Satellite, whether sustained before or after Launch or whether
due to the operation, performance, non-performance or failure of the Launch Vehicle or due
to other causes.




15.3.5 The indemnification for property loss or damage, personal injury or bodily injury,
including death, provided by this Paragraph 15.3, shall be available regardless of whether
such loss, damage or injury arises from the acts or omissions, whether negligent or
otherwise, of the Party entitled to indemnification, or its Related Third Party, as the case
may be.




15.3.6 The right of either Party or Related Third Parties to indemnification under this
Article is not subject to subrogation or assignment and either Party’s obligation set forth
herein to indemnify the other Party or Related Third Parties extends only to that Party or
those Related Third Parties and not to others who may claim through them by subrogation,
assignment or otherwise, unless properly claimable pursuant to an assignment in accordance
with Article 29.



15.4 Indemnification — Intellectual Property Infringement





15.4.1 Contractor shall defend, hold harmless and indemnify Customer, and its Related Third
Parties for any and all claims resulting from the infringement, or claims of infringement,
of the patent rights or any other intellectual property rights of a Third Party, that may
arise from the design, manufacture or operation of the Launch Vehicle or Contractor’s
provision of Launch Services.




15.4.2 Customer shall defend, hold harmless and indemnify Contractor and its Related Third
Parties for any and all claims resulting from the infringement, or claims of infringement,
of the patent rights or any other intellectual property rights of a Third Party, that may
arise from the design, manufacture, or operation of Customer’s Satellite or a claim alleging
that the Contractor aided or enabled infringement in the design, manufacture, or operation
of Customer’s Satellite by the furnishing of Launch Services.


15.5 Rights and Obligations The rights and obligations specified in Paragraphs 15.3 and
15.4 shall be subject to the following conditions:





15.5.1 The Party seeking indemnification shall promptly advise the other Party in writing of
the filing of any suit, or of any written or oral claim alleging an infringement of any
Related Third Party’s or any Third Party’s rights, upon receipt thereof; and shall provide
the Party required to indemnify, at such Party’s request and expense, with copies of all
relevant documentation.




15.5.2 The Party seeking indemnification shall not reach a compromise or settlement without
the prior written approval of the other Party, which approval shall not be unreasonably
withheld or delayed.




15.5.3 The Party required to indemnify, defend and hold the other harmless shall assist in
and shall have the right to assume, when not contrary to the governing rules of procedure,
the defense of any claim or suit or settlement thereof, and shall pay all reasonable
litigation and administrative costs and expenses, including attorney’s fees, incurred in
connection with the defense of any such suit, shall satisfy any judgments rendered by a
court of competent jurisdiction in such suits, and shall make all settlement payments.




15.5.4 The Party seeking indemnification may participate in any defense at its own expense,
using counsel reasonably acceptable to the Party required to indemnify, provided that there
is no conflict of interest and that such participation does not otherwise adversely affect the
conduct of the proceedings.



15.6 Reserved




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15.7 Survival of Obligations All indemnities, obligations, liabilities and payments
provided for in this Article 15 shall survive, and remain in full force and effect, after the
expiration or other termination of this Contract and, subject to the limitations set forth in this
Article 15, notwithstanding any other provision of this Contract to the contrary.



15.8 Authority to Destroy Launch Vehicle Any operation of the Launch Vehicle automatic
destruct or flight termination system which causes the destruction of the Launch Vehicle or
Satellite shall be without liability or indemnity of Contractor or Contractor’s Related Third
Parties to Customer or Customer’s Related Third Parties.



15.9 Limitation of Liability Except for: (1) the obligation to indemnify provided in
Paragraph 15.3 and 15.4; and (2),the Parties’ confidentiality obligations set forth in Article 23,
Contractor’s cumulative liability to Customer for any and all claims that have not been waived or
released pursuant to the terms of Article 15 with respect to Proton Launch Services and any claim
to which the remedies are not limited pursuant to the terms of Article 18 entitled “Remedies and
Limitations on Remedies”, arising out of or relating to this Contract, including, without
limitation, any claim for termination (other than termination pursuant to Paragraph 21.2, in which
case the maximum liability shall be the reimbursement amounts set forth therein), shall not, under
any circumstances, exceed the amount of the Launch Service Price paid by Customer relating to such
claim as of the date of such claim.




ARTICLE 16

INSURANCE



16.1 Third Party Liability Insurance Contractor shall procure and maintain in effect
insurance for third party liability to provide for the payment of claims resulting from property
loss or damage or bodily injury, including death, sustained by Third Parties caused by an
occurrence resulting from Insured Launch Activities. The insurance shall have a limit of US$[***]
per occurrence and in the aggregate and shall be subject to standard industry exclusions and/or
limitations, including, but not limited to, exclusions and/or limitations with regard to terrorism.
Coverage for damage, loss or injury sustained by Third Parties arising in any manner in connection
with Insured Launch Activities shall attach upon arrival of the Satellite at the launch site and
will terminate upon the earlier to occur of the return of all parts of the Launch Vehicle to Earth
or [***] months following the date of Launch, unless the Satellite is removed from the launch site
other than by Launch, in which case, coverage shall extend only until such removal. Such insurance
shall not cover loss of or damage to the Satellite even if such claim is brought by any Third Party
or Related Third Parties.





16.1.1 [***].


16.2 Property Insurance Contractor shall provide such insurance as may be required by
applicable law or governmental authority within Russia and/or Kazakhstan having jurisdiction over
the launch site.



16.3 Miscellaneous Requirements The third party liability insurance shall name as named
insured Contractor and shall name as additional insureds Customer and the respective Related Third
Parties of the Parties identified by each Party and such other persons as Contractor may determine.
Customer shall provide a listing of additional insureds to Contractor not later than four (4)
months prior to the beginning of the then-applicable Launch Slot. Such insurance shall provide
that the insurers shall waive all rights of subrogation that may arise by contract or at law
against the named insured or any additional insured. The insurance described in this Article 16 shall be obtained from an insurance carrier
and/or underwriter recognized by the commercial space industry. [***].




ARTICLE 17






 




			
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respect to the omitted portions.





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REPLACEMENT LAUNCH SERVICE





	17.1	 	Replacement Launch Service Customer may request a replacement launch in the event of
a Launch Failure or a Satellite Mission Failure.






	17.2	 	Notice of Request The request for a Replacement Launch must be in writing and
received by Contractor no later than; (1), [***] after the determination of a Launch Failure;
or (2), no later than [***] after the determination of a Satellite Mission Failure. For
Customer to be entitled to a Replacement Launch in the event of a Satellite Mission Failure,
such Satellite Mission Failure must be declared within [***] following Launch. The request
shall indicate the Launch Period designated for the Replacement Launch, and begin no sooner
than [***] and not later than [***] months after request for Replacement Launch is received by
Contractor.






	17.3	 	Existence of Launch Opportunity Contractor shall inform Customer, after receipt of
the request, if a Launch Period exists as requested. If a Launch Period does not exist as
requested, the Parties will negotiate in good faith a mutually acceptable Launch Period taking
into account the available Launch Opportunities as close as possible to Customer’s requested
Launch Period, and the other requirements and interests of Customer.






	17.4	 	Agreement on Replacement Launch Any agreement reached by the Parties on a
Replacement Launch shall be in writing. The Replacement Launch shall be provided in accordance
with the terms and conditions of this Contract. A Replacement Launch is not available for the
Replacement Launch provided in this Article 17.






	17.5	 	Similar Configuration and Mission Requirements of Satellite The configuration and
mission requirements of the Satellite selected by the Customer for the Replacement Launch
shall be sufficiently similar to avoid any need for Launch Vehicle or interface changes (i.e.,
not a first of a kind spacecraft to launch vehicle integration).








	17.6	 	Price of Replacement Launch The price for a Replacement Launch shall be [***].







	17.7	 	A Replacement Launch is not available for any Replacement Launch to which Customer may be
entitled.







 




			
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	17.8	 	Payment Plan of Replacement Launch Customer shall make payment for the Replacement
Launch in accordance with the payment schedule below:





	 	 	 	 	 	 	 	 	 
	Payment Number	 	Payment Due Date	 	Amount
	[***]
	 	 	[***]	 	 	 	[***]	 
	 
	 	Total:	 	 	100	%







	17.9	 	Remedies The remedies set forth in this Article 17 shall constitute the sole and
exclusive remedies of a Party for a Launch Failure.






	17.10	 	Contract Terms for a Replacement Launch Except as provided in this Article 17, the
contract terms for a Replacement Launch shall be in accordance with the balance of the terms
and conditions of this Contract.





ARTICLE 18

REMEDIES AND LIMITATIONS ON REMEDIES



This provision is intended to highlight notice to the Parties of certain specified exclusive rights
and remedies of the Parties as stated elsewhere in the Contract, but shall not be construed as an
all-inclusive list thereof.



18.1 Postponement of Launch Period, Launch Slot or Date The exclusive rights and remedies
of a Party with respect to postponement of a Launch Period, Launch Slot or Launch Date attributed
to the other Party shall be as provided in Paragraphs 7.1.3, 21.2 entitled “Termination by Customer
for Excessive Launch Postponements” and 21.6 entitled “Termination Charge”.



18.2 Failure to Provide Data The exclusive remedy for failure by either Party to provide
the data, hardware or services it is required to provide pursuant to Paragraph 10.3 shall be the
adjustment in the Launch Schedule contemplated in Paragraph 10.3.



18.3 Claims by Third Parties





	18.3.1	 	The exclusive rights and remedy of Customer for claims by Third Parties for property loss or
damage, personal injury or bodily injury, including death, arising in any manner from the
operation or performance of the Launch Vehicle, to the extent such claims are not eligible for
payment by any insurance policies as provided in Paragraph 15.3.2, shall be the
indemnification by Contractor as provided in Paragraph 15.3.2.






	18.3.2	 	The exclusive rights and remedy of Contractor for claims by Third Parties for property loss
or damage, personal injury or bodily injury, including death, arising in any manner from the
operation or performance of the Satellite, or from any loss of or damage to the Satellite
before, during or after Launch or from the failure of the Satellite to reach its planned orbit
or operate properly, to the extent such claims are not eligible for payment by any insurance
policies as provided in Paragraph 15.3.3, shall be the indemnification by Customer as provided
in Paragraphs 15.3.3 and 15.3.4.




18.4 Intellectual Property Infringement The exclusive rights and remedy of the Parties for
claims resulting from the infringement of patent rights or any other intellectual property rights
of a Third Party shall be the indemnification as provided in Paragraph 15.5.




18.5 Termination for Convenience The exclusive rights and remedy of Customer to terminate
this Contract for convenience are described in Paragraph 21.1 entitled “Termination by Customer for
Convenience.”




 



*  Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has been requested with
respect to the omitted portions.



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18.6 Non-Payment The exclusive rights and remedy of Contractor to terminate this Contract
in the event of nonpayment or delay in payment are described in Paragraph 5.6 and Paragraph 21.3,
entitled “Termination by Contractor for Nonpayment.”




ARTICLE 19

RESERVED




ARTICLE 20

RESERVED




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ARTICLE 21

TERMINATION



21.1 Termination by Customer for Convenience Customer may terminate the Launch Service
under this Contract for any reason at its convenience following written notice to Contractor given
at least thirty (30) days prior to the then-scheduled Launch Period, Launch Slot or Launch Date.
If Customer terminates the Launch Service under this Paragraph 21.1, Contractor shall be entitled
to the Termination Charge set forth in Paragraph 21.6.



21.2 Termination by Customer for Excessive Launch Postponements Customer may terminate the
Launch Service under this Contract if: Contractor has actually postponed, or provided notice of
postponement of such Launch Service under Article 7 entitled “Launch Schedule Adjustments” or a
postponement has been attributed to Contractor under Paragraph 10.3 for longer than the aggregate
period of permissible postponements under said Article. If Customer does not provide a notice of
termination to Contractor within sixty (60) days of postponement or notice of postponement by
Contractor, Customer waives its right to terminate the postponed Launch Service under this
Paragraph 21.2 unless Contractor further postpones the Launch Service under Article 7. If Customer
terminates the Launch Service in accordance with this Paragraph 21.2, Contractor shall reimburse
Customer for all payments made to Contractor for the terminated Launch Service.



21.3 Termination by Contractor for Non-Payment Contractor may terminate the Launch Service
under this Contract if Customer fails to make any payment to Contractor relating to such Launch
Service on the due date as required by this Contract, provided Customer fails to remedy such
non-payment within thirty (30) days of notice from Contractor describing such non-payment. If
Contractor terminates the Launch Service in accordance with this Paragraph 21.3, Contractor shall
be entitled to retain the Termination Charge set forth in Paragraph 21.6.



21.4 Reserved



21.5 Termination Date The termination date of the Launch Service terminated under this
Article 21 shall be effective as of the date of receipt of the notice of termination provided to
Contractor in accordance with Paragraph 9.2.



21.6 Termination Charge If the Launch Service is terminated in accordance with the
provisions of Paragraphs 21.1 or 21.3, Contractor may retain as a Termination Charge the following
amount(s), plus any amounts that may be due under Article 7.




Table 21.6.1 — Termination Charge Schedule




	 	 	 
	Termination Date	 	Amount
	[***]

	 	[***]







If the effective termination date falls between the Termination Dates, the Termination
Charge attributable to such partial period shall be prorated through the effective
termination date. Customer will pay to Contractor any unpaid portion of the Termination
Charge within thirty (30) days of Contractor’s invoice. Contractor shall refund to Customer
any amount paid, without interest, under this Contract for the terminated Launch Service in
excess of the Termination Charge within thirty (30) days of the effective termination date
for such Launch Service.


21.7 Effect of Termination If either Party terminates the Launch Service under this
Article 21, both Parties’ obligations under this Contract with respect to such Launch Service shall
be discharged as of the Launch Service effective termination date except that Customer’s obligation
to pay the Termination Charge described in Paragraph 21.6, any fees or charges due to Contractor in
accordance with Paragraphs 5.6 and 7.1.3, the indemnity obligations set forth in Paragraphs 15.3 and 15.4, or
Contractor






 




			
	*	 	Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has been requested with
respect to the omitted portions.





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obligation to repay amounts paid in excess of the Termination Charge shall survive the
termination of the Launch Service and this Contract.




ARTICLE 22

DISPUTE RESOLUTION



22.1 Dispute Resolution Any dispute arising under or relating to this Contract or the
breach thereof, including any dispute concerning the validity, scope or enforceability of this
provision, that is not promptly resolved directly by the Parties shall be resolved through
negotiation or arbitration as set forth in this Article 22.



22.2 Negotiation Any dispute arising hereunder that is not promptly resolved by the
individuals identified in Article 9 shall be referred to the senior management of Contractor and
Customer designated by the Parties. If such senior management cannot satisfactorily resolve the
dispute in a timely fashion, as determined by either Party, the Parties shall seek resolution of
the matter through mediation, or court proceedings as provided below.



22.3 Arbitration. All disputes, claims or controversies arising under or in connection
with the Agreement and its interpretation or performance, including the validity, scope and
enforceability of this provision, and which are not otherwise settled by the negotiation procedures
herein, shall be solely and finally settled by Arbitration.





22.3.1 The arbitration shall be held in [***] and shall be conducted in accordance with the
rules of Conciliation and Arbitration of the International Chamber of Commerce (ICC) in
accordance with its Rules of Arbitration (the “Rules”) by a panel of arbitrators appointed
in accordance with said rules.




22.3.2 The arbitration shall be conducted by a panel of three (3) arbitrators, one of whom
shall be named by each Party. The third arbitrator who shall act as Chairman shall be
appointed by the two arbitrators named by each Party.  In the event the arbitrators named by
each Party fail to appoint a third arbitrator within thirty (30) days of written notice by
any of the Parties to appoint the arbitrator, the Parties agree to allow the ICC to select
the third arbitrator.




22.3.3 The arbitrators shall decide each issue presented to them in writing and by a
majority vote.  Their decisions shall be final and conclusive. The arbitrators shall have
no authority to award punitive damages or any other damages except as authorized under the
express terms and conditions of this Agreement. 




22.3.4 All information relating to or disclosed by any Party in connection with the
arbitration of any dispute relating to this Contract shall be treated by the Parties, the
representative of the Parties, and the arbitration panel as Proprietary Information and no
disclosure of such information shall be made by either Party or the arbitration panel
without the prior written authorization of the Party furnishing such information in
connection with the arbitration proceedings.




22.3.5 The parties shall evenly divide the costs of the arbitrators. Each Party shall bear
the burden of its own costs and counsel fees and expenses incurred in connection with
arbitration proceedings under this Contract.




22.3.6 In the event either Party fails to comply with the decision of the Arbitrators,
judgment upon the award returned by the arbitrators may be entered in any court having
jurisdiction over the Parties or their assets or application may be made to such court for
judicial acceptance of the award and an order of enforcement, as the case may be.





 




			
	*	 	Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has been requested with
respect to the omitted portions.





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22.4 Injunctive Relief. Notwithstanding the terms of Paragraph 22.3 herein, either Party
may seek preliminary or temporary injunctive relief, including specific performance, or relief in
and of arbitration at any time from a court of competent jurisdiction where immediate irreparable
harm to that Party is threatened by the other Party’s acts or omissions; provided, however, that
requests for permanent injunctive relief shall be arbitrated pursuant to Paragraph 22.3.



22.5 Language Negotiations, mediation sessions or court proceedings in connection with
this Contract shall be conducted in the English language, provided that at the request and expense
of the requesting Party, documents and testimony shall be translated into any language specified by
the requesting Party.




ARTICLE 23

CONFIDENTIALITY




23.1 Contract Provisions





23.1.1 Each Party shall make reasonable efforts to assure that its employees do not disclose
the terms or conditions of this Contract, except as may be required to perform this
Contract, to acquire insurance or the benefit thereof, in support of arbitration or legal
proceedings relating hereto, as required by their respective governments, or in the normal
course of reporting to its parent company.




23.1.2 No publicity or information regarding this Contract will be given or released without
the prior written consent of the other Party. Consent to release of information by either
Party shall not be unreasonably delayed or withheld.


23.2 Proprietary Information. It is recognized that Customer and Contractor each will have
developed business, financial, and technical information including but not limited to information
relating to the mating and launching of the Launch Vehicle and the Satellite that will be exchanged
between the Parties. To the extent that such data is considered “Proprietary Information” by
either Party, such disclosures shall be handled in accordance with this Article 23.





23.2.1 “Proprietary Information” (i) shall mean this Contract for Launch Services and that
information, data or material in written form that is conspicuously marked “Proprietary,”
and that is delivered by Contractor or by Customer, as the case may be, to the
representative(s) designated for receipt thereof by the other Party and (ii) shall include
all copies in whole or in part made of such information, data or material or derivative uses
thereof. Oral disclosure, if identified as “Proprietary Information” prior to disclosure,
will be treated as proprietary under this Article provided that the oral information is
reduced to writing and a copy marked as “Proprietary” is sent to the recipient within thirty
(30) days of such disclosure.




23.2.2 Each Party agrees not to use the other Party’s Proprietary Information for any
purpose other than for the performance of this Contract. Any other use or disclosure of
such Proprietary Information shall be made only upon prior written consent of the other
Party.




23.2.3 Each Party agrees to restrict disclosures of the Proprietary Information of the other
Party to only those having a need to know in the performance of this Contract and to have
all such Proprietary Information protected with reasonable care such as that care normally
used to protect its own Proprietary Information within its own organization. If such care
is used, the recipient shall not be liable for the unauthorized disclosure of Proprietary
Information.




23.2.4 The aforementioned restrictions on use and disclosure of Proprietary Information will
not apply:




	 	23.2.4.1	 	If either Party can show that the Proprietary Information received from the
other is or has become generally available through the public domain without
fault of such Party;





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ILS International Launch Services, Inc. & ViaSat, Inc. Proprietary Information




	 	23.2.4.2	 	If the Proprietary Information is in a written record in one Party’s files
prior to its receipt from the other Party and is not otherwise restricted as to
its use or disclosure;
	 
	 	23.2.4.3	 	If either Party at any time lawfully obtains the Proprietary Information in
writing from a Third Party under circumstances permitting its disclosure;
	 
	 	23.2.4.4	 	If the Proprietary Information is disclosed with the prior written consent
of the other Party, provided such disclosure complies in all respects with the
terms of the written consent;
	 
	 	23.2.4.5	 	When the Proprietary Information is disclosed more than six (6) years after
the date of receipt of the information.






23.2.5 Upon termination or expiration of this Contract, the Parties, within a reasonable
period of time, will return all Proprietary Information received from the other Party under
the terms of this Contract or certify that all the Proprietary Information has been
destroyed.




23.2.6 It is understood that neither Party assumes any liability to the other for damages
arising from the other Parties use of or reliance upon any Proprietary Information disclosed
pursuant to this Article except as provided elsewhere herein.



ARTICLE 24

INTELLECTUAL PROPERTY



Neither Party will acquire, as a result of the services to be provided under this Contract, any
rights to the inventions, patents, copyrights, trademarks or other technical property or any rights
to the proprietary information of the other Party or the Related Third Parties of the other Party.




ARTICLE 25

RIGHT OF OWNERSHIP AND CUSTODY



25.1 Customer hereby acknowledges and agrees that at no time shall it obtain title to or ownership
of or any other legal or equitable right or interest in any part of the Launch Vehicle or in any
other tangible or intangible property or hardware of Contractor or its Related Third Parties,
including, without limitation, any patent or data rights used or furnished in providing Launch
Services under this Contract. Such property shall be considered the sole and exclusive property of
Contractor.



25.2 Contractor hereby acknowledges and agrees that at no time shall it obtain title to or
ownership of or any other legal or equitable right or interest in any part of the Satellite or in
any other tangible or intangible property or hardware of Contractor or its Related Third Parties,
including, without limitation, any patent or data rights with respect to the Satellite. Such
property shall be considered the sole and exclusive property of Customer.




ARTICLE 26

AMENDMENT



Any amendment, modification or change to this Contract, including but not limited to launch
requirements, changes in quantity or schedule adjustments, may only be made in writing by the
authorized representatives of Customer and Contractor named in Paragraph 9.2.




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ILS International Launch Services, Inc. & ViaSat, Inc. Proprietary Information







ARTICLE 27

GOVERNING LAW



This Contract shall be governed by and construed in accordance with the laws of the State of New
York, United States of America, exclusive of that jurisdiction’s conflict of law rules. The
provisions of the United Nations Convention for the International Sale of Goods shall not be
applicable to this Contract.




ARTICLE 28

WAIVER OF BREACH



All waivers hereunder must be in writing, signed by the authorized representatives named in
Paragraph 9.2 of the Party making the waiver. The failure of either Party, at any time, to require
performance of the other Party of any provision of this Contract shall not waive the requirement
for such performance at any time thereafter.




ARTICLE 29

ASSIGNMENT



29.1 This Contract shall not be transferred, assigned in full or in part, as security or otherwise,
or delegated to any other individual, firm, institution, organization or government agency by
either Party without the prior written consent of the other Party, except for transfers,
assignments or delegations:





	29.1.1	 	by Customer; (i) to a Related Third Party or Affiliate, provided that such Related Third
Party or Affiliate has sufficient financial resources or funding to fulfill Customer’s
obligations under this Contract; (ii) when pledged as security in connection with obtaining
debt or equity financing for the Launch Service under any financing agreement; or (iii) to any
entity which, by way of merger, consolidation, sale, or any similar transaction involving the
acquisition of substantially all the stock or the entire business assets of Customer relating
to the subject matter of this Contract succeeds to the interests of Customer, provided in each
case the assignee, transferee, or successor to Customer has expressly assumed all the
obligations of Customer and all terms and conditions applicable to Customer under this
Agreement and has sufficient financial resources or funding to fulfill Customer’s obligations
under this Contract. Any such assignment must be in accordance with all applicable U.S. export
laws and regulations; or






	29.1.2	 	by Contractor to any entity which, by way of merger, consolidation, sale, or any similar
transaction involving the acquisition of substantially all the stock or the entire business
assets of Contractor relating to the subject matter of this Contract succeeds to the interests
of Contractor, provided in each case the assignee, transferee, or successor to Contractor has
expressly assumed all the obligations of Contractor and all terms and conditions applicable to
Contractor under this Agreement and has sufficient financial resources or funding to fulfill
Contractor’s obligations under this Contract.
	 
	29.2	 	Any assignment of this Contract must be in accordance with all applicable U.S. export laws
and regulations.
	 
	29.3	 	Contractor shall cooperate reasonably in providing the Customer assignee of an security
interest in this Contract as provided for in Paragraph 29.1.1 its acknowledgment of and
consent to such assignment as may be reasonably requested by such assignee.




29.4 Consent to transfers, assignments or delegations by either Party shall not be unreasonably
delayed or withheld. Any attempted assignment or delegation without such consent, other than those
expressly permitted by Paragraph 29.1 above, shall be void and without effect. Any permitted
transfers, assignments or delegations shall not act to release a Party from its obligations under
this Contract unless the consent to transfers, assignments or delegations from the other Party specifically provides for
such release.



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ARTICLE 30

ORDER OF PRECEDENCE



In the event of any conflict among the various portions of this Contract, the following order of
precedence shall prevail:




	 	 	 	 	 	 	 	 	 
	 	 	 	1.	 	 	Articles 1 through 34
	 
	 	 	 	 	 	 	 	 
	 

	 	 	2.	 	 	Exhibit 2 —
	 	Proton Interface Control Document for the ViaSat-1 Program

(when signed by the Parties)
	 
	 	 	 	 	 	 	 	 
	 

	 	 	3.	 	 	Exhibit 1 —
	 	Proton Launch Services Statement of Work for the ViaSat-1 Program,
dated 25 February 2009, Document No. ILSB-0808-1958
	 
	 	 	 	 	 	 	 	 
	 	 	 	4.	 	 	All other Exhibits to this Contract.






ARTICLE 31

ENTIRE AGREEMENT



This Contract constitutes the entire agreement and understanding between the Parties. No other
promises or representations, either verbal or written, with the exception of duly executed
subsequent written modifications to the Contract shall have any force or effect in regard to the
contractual obligations of the Parties herein.




ARTICLE 32

SEVERABILITY



The invalidity, unenforceability or illegality of any provision hereto shall not affect the
validity or enforceability of the other provisions of this Contract, which provisions shall remain
in full force and effect.




ARTICLE 33

TITLES AND HEADINGS



Titles and headings to Articles, paragraphs and tables in this Contract are provided for
convenience of reference only and shall not affect the meaning or interpretation of this Contract.




ARTICLE 34

SURVIVAL



Notwithstanding any other provision to the contrary, and in addition to any other provision in this
Contract stated to survive the termination or expiration of this Contract, the provisions contained
in Paragraphs 12.2, 13.7, Article 15, Article 22, Article 23, Article 24, Article 25 and Article 27
shall survive the termination or expiration of this Contract.




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IN WITNESS WHEREOF, the Parties hereto have executed this Contract as of the day and year last
below written:




	 	 	 
	For Customer

	 	For Contractor
	 
	 	 
	VIASAT, INC.

	 	ILS INTERNATIONAL LAUNCH SERVICES, INC.
	 
	 	 
	By:  /s/ David Abrahamian

		By:  /s/ T. P. Tshudy
	Name:  David Abrahamian

	 	Name:  Thomas P. Tshudy
	Title:  Director, Space Systems Contracts

	 	Title:  Vice President
and General Counsel
	Date:  5
March 2009

	 	Date:  27 February 2009







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