Exhibit
10.8


 


	
  

  	
   

  	
  INM-CO/01-2981/TS

   

  



 


Inmarsat Ltd


99 City Road, London EC1Y 1AX, England


 


Contract No. INM - CO/01-2981/TS


 


for


 


Broadband Global Area Network (BGAN) Core Network (CN)


 


with


 


Ericsson Limited

Ericsson Way

Burgess Hill

West Sussex RH15 9UB


 


Confidential &
Proprietary


 


1

















 


TERMS AND CONDITIONS


Table of Contents


 


	
  Article

  	
   

  	
  Title

  	
   

  
	
  Preamble

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Scope
  of Work

  	
   

  
	
  2

  	
   

  	
  Delivery
  by Contractor

  	
   

  
	
  3

  	
   

  	
  Performance
  Schedule

  	
   

  
	
  4

  	
   

  	
  Price

  	
   

  
	
  5

  	
   

  	
  Not
  used

  	
   

  
	
  6

  	
   

  	
  Final
  Acceptance

  	
   

  
	
  7

  	
   

  	
  Taxes
  and Duties

  	
   

  
	
  8

  	
   

  	
  Payment
  Terms

  	
   

  
	
  9

  	
   

  	
  Contractor
  Deliverables, Title and Assumptions of Risk

  	
   

  
	
  10

  	
   

  	
  Warranty
  as to Quality

  	
   

  
	
  11

  	
   

  	
  Access
  to Work in Progress and Data

  	
   

  
	
  12

  	
   

  	
  Inmarsat’s
  Rights in Technical Data and Inventions

  	
   

  
	
  13

  	
   

  	
  Patents
  For Foreground Inventions

  	
   

  
	
  14

  	
   

  	
  Intellectual
  Property Right Indemnity

  	
   

  
	
  15

  	
   

  	
  Loss
  and Damage, Indemnity

  	
   

  
	
  16

  	
   

  	
  Inmarsat-Furnished
  Property and Facilities

  	
   

  
	
  17

  	
   

  	
  Inmarsat-Furnished
  Documents, Examination

  	
   

  
	
  18

  	
   

  	
  Confidentiality

  	
   

  
	
  19

  	
   

  	
  Public
  Release of Information

  	
   

  
	
  20

  	
   

  	
  Termination
  for Cause

  	
   

  
	
  21

  	
   

  	
  Excusable
  Delay

  	
   

  
	
  22

  	
   

  	
  Termination
  for Convenience

  	
   

  
	
  23

  	
   

  	
  Remedies
  for Late Delivery

  	
   

  
	
  24

  	
   

  	
  Remedies
  for Unsatisfactory Service and Support

  	
   

  
	
  25

  	
   

  	
  Consequences
  of Force Majeure

  	
   

  
	
  26

  	
   

  	
  Not
  used

  	
   

  
	
  27

  	
   

  	
  Governmental
  Authorizations

  	
   

  
	
  28

  	
   

  	
  Applicable
  Law

  	
   

  
	
  29

  	
   

  	
  Arbitration

  	
   

  
	
  30

  	
   

  	
  Changes

  	
   

  
	
  31

  	
   

  	
  Key
  Personal

  	
   

  
	
  32

  	
   

  	
  Key
  Sub-Contractors

  	
   

  
	
  33

  	
   

  	
  Technical
  Data Deposit

  	
   

  
	
  34

  	
   

  	
  Assignment
  of Contract

  	
   

  
	
  35

  	
   

  	
  Responsible
  Officers

  	
   

  
	
  36

  	
   

  	
  Communications

  	
   

  
	
  37

  	
   

  	
  Time
  Limits

  	
   

  
	
  38

  	
   

  	
  Order
  of Precedence

  	
   

  
	
  39

  	
   

  	
  Waiver

  	
   

  
	
  40

  	
   

  	
  Options

  	
   

  
	
  41

  	
   

  	
  Warranty
  Support and Maintenance Support

  	
   

  
	
  42

  	
   

  	
  Spares

  	
   

  
	
  43

  	
   

  	
  Entire
  Agreement

  	
   

  
	
   

  	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Annexes (to be included with final contract):

  	
   

  
	
  A

  	
   

  	
  Statement
  of Work (SOW)

  	
   

  
	
  B

  	
   

  	
  System
  Requirements Specification (SRS)

  	
   

  
	
  C

  	
   

  	
  Price
  Breakdown

  	
   

  
	
  D

  	
   

  	
  Payment
  Plan

  	
   

  
	
  E

  	
   

  	
  Warranty
  and Maintenance Plan

  	
   

  
	
  F

  	
   

  	
  Key
  Personnel

  	
   

  
	
  G

  	
   

  	
  Key
  Sub-Contractors

  	
   

  
	
  H

  	
   

  	
  Declaration
  of Background

  	
   

  



 


2

















 


Preamble


 


This
is a Contract between Ericsson Limited (hereinafter referred to as the
“Contractor”), a company organized and existing under the laws of England, with
its registered office at Ericsson Way, Burgess Hill, West Sussex RH15 9UB,
England, and Inmarsat Ltd whose registered office is at 99 City Road, London
EC1Y 1AX, England (hereinafter referred to as “Inmarsat”)


 


The
effective date of this Contract (EDC) is 1 November 2001.


 


Article 1:                                           Scope of
Work


 


A.                                   The Contractor shall deliver to Inmarsat a Core Network (CN) in accordance with all
the requirements of this Contract, and all its annexes including but not
limited to Annex A and B hereto, entitled Statement
of Work (SOW) and System Requirements Specification (SRS), the terms
and conditions of this Contract, and as directed pursuant to the changes
procedure set out in Article 29 entitled Changes
by Inmarsat’s Responsible Officer, Tommy Smith, hereinafter referred to as “the
Work”.


 


B.                                     Annex A and B hereto, entitled Statement of Work and SRS set out the
technical requirements and the functional specifications to be met by the
Contractor and the deliverables to be supplied hereunder.


 


Article 2:                                           Delivery by
Contractor


 


A.                                   The items to be delivered by the Contractor
pursuant to this Contract shall be as described in Annex A and B hereto,
entitled Statement of Work and SRS.


 


B.                                     The delivery locations for the CN equipment
and services shall be as defined in Annex A (Statement
of Work) and all deliverable items shall be delivered in accordance
with Article 3 hereto, entitled Performance
Schedule and  in
accordance with Annex A and B hereto, entitled Statement of Work and SRS.


 


Article 3:                                           Performance
Schedule


 


The
Work, as defined in Article 1 hereto, entitled Scope of Work and as set out in the Statement of Work shall be performed in accordance with the
schedule detailed in Annex A and B herein, entitled Statement of Work and SRS.  Final
Acceptance of the CN in accordance with Article 6 hereto,
entitled Final Acceptance shall be
completed no later than twenty-seven (27) months after EDC.


 


Article 4:                                           Price


 


A.                                   The firm fixed price for the Scope of Work as
defined in Article 1 shall be ****  and
shall be all inclusive of all applicable taxes and duties in accordance with
Article 7 hereof, entitled Taxes and
Duties. and shall hereinafter be referred to as “the Price”.


 


B.                                     The firm fixed prices for the Options
identified in Annex A hereto entitled Statement
of Work are set out in Article 40 hereto, entitled Options.


 


C.                                     Freight and transport of equipment, other
delivery charges directly relating thereto (excluding  the costs
of customs formalities including all duties, taxes and other charges payable
upon import of the items deliverable under this Contract) and insurance of equipment for delivery to (“Shipping Costs”) the four representative
sites (Raisting, Singapore, Goonhilly and UAE) total $****] included in the
Price.  Following Inmarsat’s final
selection of SAS sites, the Price may be adjusted in accordance with the reasonable
Shipping Costs actually incurred by the Contractor in delivery of the Core
Network Equipment to any alternative sites as requested by Inmarsat. The
Contractor and Inmarsat shall agree on the appropriate Change Notice to Annex D
entitled Price Breakdown to incorporate the final Price under this
Article 4.C. The Contractor shall at all times use at least similar
efforts that it would itself use to reclaim any recoverable


 


3

















 


value added tax or sales tax where possible and
shall co-operate with Inmarsat to minimize any such costs.


 


Article 5:                                           Not used


 


Article 6:                                           Final Acceptance


 


A.                                   Notwithstanding any earlier passing of title
to Inmarsat pursuant to Article 9, entitled Contractor Deliverables, Title and Assumption of Risk, all deliverable
items specified in Paragraph A of Article 2 hereof, entitled Delivery by Contractor, and the
Contractor’s entitlement to the Price specified in Article 4 hereof,
entitled Price, shall be subject
to Final Acceptance of such items by Inmarsat.


 


B.                                     Inmarsat shall notify the Contractor of its
acceptance or rejection of project milestones prior to Final Acceptance and of
Final Acceptance of the Work within thirty (30) days after delivery or, if
applicable, upon completion of post-delivery acceptance of project milestones
prior to Final Acceptance. Final Acceptance shall be in accordance with the
procedures specified in Annex A entitled Statement
of Work.


 


C.                                     The Contractor’s right to retain any payments
made pursuant to Article 8 hereof, entitled Payment Terms, shall be conditional upon Final Acceptance of
the Work in accordance with the procedures and requirements referred to in
Paragraph B of this Article.  If any
part of the Work is not accepted Paragraph B of Article 10 hereto,
entitled Warranty as to Quality
and Article 23 hereof, entitled Remedies
for Late Delivery shall apply. 
Payments prior to Final Acceptance of the Work in its entirety shall not
be construed as acceptance of any part of the Work and shall only be made
against the completion of project milestones specified in Annex D hereto,
entitled Payment Plan.


 


D.                                    Inmarsat may elect at any time to place all
or any part of the CN into commercial use provided that notwithstanding the
provisions of Article 10 C, entitled Warranty
as to Quality, with respect to each deliverable item or service that
is put into commercial use the warranties and support provided for in
Article 10, entitled Warranty as to
Quality shall run from the date of commencement of such commercial
service.


 


Article 7:                                           Taxes and Duties


 


A.                                   With the exception of UK value added tax, if
applicable, and the costs of customs formalities including all duties, taxes
and other charges payable upon import of the items deliverable to Inmarsat
under this Contract, the Contractor shall be responsible for, and shall hold
Inmarsat harmless from, all taxes, duties, and similar liabilities which may
arise under any present or future national, federal, state, or local laws, and
which become due by reason of the performance of the Work under this Contract
or any subcontract hereunder, and shall comply with any requirements of such
laws as may be necessary to effectuate this Contract.


 


B.                                     The Price stated in Article 4 hereto,
entitled Price is exclusive of all
costs of customs formalities including all duties, taxes and other
charges payable upon import of the items deliverable under this Contract and UK value added tax. UK VAT shall be
identified on Contractor’s invoice(s) at the applicable rate


 


C.                                     Inmarsat shall be responsible for all taxes,
duties and similar liabilities that may become due by reason of the supply of
any Inmarsat equipment or other property to the Contractor, UK value
added tax, if applicable, and the costs of customs formalities including all
duties, taxes and other charges payable upon import of the items deliverable to
Inmarsat under this Contract.  The Contractor shall provide all reasonable
assistance to Inmarsat in connection with the importation of the Inmarsat
equipment as required to facilitate customs clearance for any Inmarsat
equipment within seven working days from arrival of such equipment at the port
of entry.


 


D.                                    The
Contractor shall be responsible for paying any withholding taxes due on any
payments made in connection with the performance by the Contractor of its obligations
under this


 


4

















 


Contract by Inmarsat and Contractor shall
indemnify Inmarsat from any liability for such withholding taxes.


 


E.                                      Where the
Contractor pays remedies to Inmarsat (or its successor to this Contract) under
Article 24 (excluding interest payments) or where Inmarsat withholds
payment or where the Contractor provides Unavailability Remedies under this
Contract, such remedies, withholdings or payments will be treated as a
reduction in the Price as described in Article 4 hereto, entitled Price for which the Contractor will issue a
credit note.  The credit note shall
separately identify any credit for taxes and duties. If there are insufficient
sums under the Contract against which to issue a credit note the Contractor
shall pay the outstanding sums to Inmarsat. The Maintenance Agreement which may
be entered into between the Contractor and Inmarsat following expiration of the
two year Warranty Period shall provide for the same treatment of Unavailability
Remedies (as defined in Article 24 below) in all material respects.


 


F.                                      Both Parties shall use all reasonable
endeavours to maximize the recoverability of any value added tax that arises as
a result of the operation of this Contract or the Parties’ performance thereof.


 


Article 8:                                           Payment Terms


 


A.                                   The Price referred to in Article 4
hereof, entitled Price, shall be
paid by Inmarsat in accordance with Annex D hereto, entitled Payment Plan, and with the terms of this
Contract.


 


B.                                     With respect to each amount specified in
Annex D hereto entitled Payment Plan,
the Contractor shall submit an invoice to Inmarsat when the corresponding
milestone event has been successfully completed in accordance with Annex A and
B hereto entitled Statement of Work and SRS.  Each invoice shall contain or be accompanied
by a written certification from the Contractor that the milestone event has
been successfully completed.


 


C.                                     Inmarsat shall pay each amount within thirty
(30) days after Inmarsat receives the invoice and certification, provided,
however, that if Inmarsat reasonably concludes that the requirements for such
milestone event have not been fulfilled, the applicable payment shall not be
made until within thirty (30) days after Inmarsat has determined that the requirements
for such milestone event have been fulfilled. 
Inmarsat shall base its conclusion on the acceptance criteria set out in
Annex A hereto, entitled Statement of Work.


 


D.                                    All invoices shall be submitted in the
original and one (1) copy.  Any value
added tax or other applicable duties shall be separately identified.


 


E.                                      In the case of late payment of any amount
payable by Inmarsat under this Contract, the Contractor shall be entitled to
commence an action to compel payment with interest on the amount outstanding at
a rate of the current three (3) month US Dollar London Inter-Bank Offer Rate
(LIBOR) per annum calculated on a daily basis. 
Such interest charge shall be computed commencing on the first day
following the payment due date.


 


Article 9:                                           Contractor Deliverables,
Title and Assumption of Risk


 


A.                                   Title to all deliverable items specified in
Paragraph A of Article 2 hereof, entitled Delivery by Contractor, shall pass to Inmarsat upon Final
Acceptance, thereof by Inmarsat pursuant to Article 6 hereof, entitled Final Acceptance and payment therefor by
Inmarsat  in accordance with
Article 8 entitled Payment Terms.
Notwithstanding the generality of the foregoing and without prejudice to any
rights or remedies Inmarsat may have under this Contract or at law or equity
(including but not limited to any rights of rejection or termination by
Inmarsat), title to any items delivered prior to the following milestones as
specified in Annex D hereto entitled Payment
Plan and paid  for by
Inmarsat  in accordance with Article 8
entitled Payment Terms shall pass
earlier to Inmarsat upon such milestone event: SAS1 Equipment Shipment, SAS1
Factory Acceptance Test Review and SAS1 Site Acceptance Test Review.  The Contractor warrants to Inmarsat that it
has and will deliver good title to all such deliverable items, free from any
claim, lien, pledge, mortgage, security interest, or other encumbrances,
including, but not by way of limitation, those arising out of the performance
of the Work.


 


5

















 


B.                                     With respect to each such deliverable item,
the risk of loss or damage shall be borne by the Contractor up to the time of
delivery into Inmarsat’s custody pursuant to Article 2 hereof, entitled Delivery by Contractor.  After such delivery, Inmarsat shall bear the
risk of loss or damage. Notwithstanding the foregoing any loss or damages to
such deliverables, caused by the Contractor, shall be subject to
Article 15 hereto, entitled Loss and
Damage, Indemnity.


 


C.                                     Notwithstanding the passing of title or
documents and reports, Inmarsat’s rights to use the information contained
therein shall be subject to Article 12 hereof, entitled Inmarsat’s Rights in Technical Data and Inventions.


 


Article 10:                                    Warranty as to Quality


 


A.                                   Notwithstanding any prior inspection or
acceptance by Inmarsat, the Contractor warrants that:


 


(1)                                  All deliverable equipment specified in
Paragraph A of Article 2 hereof, entitled Delivery by Contractor, shall be new and free from any defects
in materials, workmanship and design;


 


(2)                                  All services shall be performed in a skillful
and workmanlike manner consistent with the best practices of the industry; and


 


(3)                                  Deliverable items, including hardware,
software, services and documentation shall conform to the requirements
specified in this Contract, including Annex A and B hereto, entitled Statement of Work and SRS.


 


B.                                     In the event of defective or non-conforming
Work, whether equipment, services, software, reports or otherwise, Inmarsat
shall notify the Contractor in writing that the Work is non-conforming.  Such notice may be given after delivery, in
accordance with Article 6 hereof, entitled Final Acceptance, or prior to delivery, at any time during the
performance of this Contract.  In either
case, the notice shall identify those particulars in which the Work fails to
conform. Inmarsat shall have the following remedies, at Inmarsat’s option:


 


(1)                                  Inmarsat may require the Contractor to
correct or replace the defective or non-conforming Work at the Contractor’s
expense.  If the Contractor does not
correct or replace the Work within a reasonable period after notification from
Inmarsat, or if the Contractor fails to do so effectively, Inmarsat may have
the correction or replacement done by a third party, in which case the
Contractor shall reimburse Inmarsat for all costs reasonably incurred by
Inmarsat.


 


(2)                                  Inmarsat may elect not to have the defective
or non-conforming Work corrected or replaced, in which case the parties shall
in good faith negotiate an equitable reduction in the Price and, to the extent
Inmarsat has already made payments in excess of the reduced price, the
Contractor shall promptly refund that amount.


 


(3)                                  Inmarsat may elect to reject any part of the
Work that is non-conforming (notwithstanding any earlier passing of title in
any items delivered to Inmarsat under this Contract and title in such items
shall revert to the Contractor on such election to reject), in which case the
Contractor shall reimburse Inmarsat for all amounts previously paid for such
Work with interest at the rate as set out in Article 8 hereof, entitled Payment Terms, calculated from the day
following the date of each payment by Inmarsat until the date of reimbursement,
and shall also be liable for any increased costs reasonably incurred by
Inmarsat in procuring alternative goods and/or services.


 


In
the event that Inmarsat elects to apply the remedies under (2) or (3) above at
the first instance in relation to defective or non-conforming Work, the
Contractor shall within a reasonable time and in any event no later
than 10 working days of receiving such notice from Inmarsat prepare and provide
to Inmarsat a plan detailing what remedial action the Contractor intends to
take in order to progress the Work, Inmarsat shall review such plan within a
reasonable time and in the event that Inmarsat is satisfied that the remedial
action detailed in the plan is acceptable to it, then Inmarsat shall not apply
any of the remedies in (2) or (3) above, without prejudice to Inmarsat’s right
to apply any of the above


 


6

















 


remedies without further obligation in the
event that the Contractor does not fulfil its all or any of its obligations
under the agreed plan.  In the event
that such plan is unacceptable, Inmarsat shall be entitled to apply any of the
above remedies in its absolute discretion.


 


C.                                     With respect to each deliverable item or
service, these warranties and support shall run for a period of two (2) years
on all hardware, software and documentation delivered from the date of Final
Acceptance by Inmarsat pursuant to Article 6 hereof, entitled Final Acceptance. With respect to any
latent defect not discoverable upon acceptance testing or use within the
warranty period, such warranty period shall run from the time of discovery or
repair of such latent defect, whichever is the latest, in respect of that part
of the Work affected by such latent defect.


 


D.                                    Any corrections or replacements made pursuant
to this Article shall be subject to Article 9 hereof, entitled Contractor Deliverables, Title and Assumption of Risk.  With respect to any component that is
corrected or replaced, the warranty period specified in this Article shall
be suspended from the date of notification of the defect by Inmarsat and shall
recommence upon the date of satisfactory completion of the correction or
replacement for the un-expired portion of the warranty period.  Where such correction or replacement renders
other Work non-functional, the warranty period shall be similarly extended for
such Work.


 


E.                                      The rights and remedies of Inmarsat provided
in this Article shall be in addition to, and without prejudice to, or
forfeiture of, any other rights and remedies Inmarsat may have under this
Contract or at law or equity.


 


F.                                      The Contractor warrants that neither the
performance nor functionality of the Work are or will be affected by Date
Changes.  For the purposes of this
Paragraph, the term “Date Changes” means that all date based functionality
and/or operations must behave consistently with dates and any representation of
dates must not cause any interruption or degradation in functionality and/or
operation.  In particular, all
equipment, software and products must calculate, manipulate and present dates
correctly for the purposes for which they were created.  This warranty is a separate, independent and
continuing warranty and is not limited in time.


 


Article 11:                                    Access to Work in Progress
and Data


 


A.                                   As used in this Article, the term
“Sub-Contractors” refers to those Sub-Contractors within the scope of
Article 32 hereof, entitled Key
Sub-Contractors.  To the
extent necessary to implement this Article, the Contractor shall pass the
provisions hereof through into all such Key Sub-Contracts and suppliers of
critical path items.


 


B.                                     The Contractor shall provide for design and
progress review meetings with Inmarsat, and submit reports and documentation,
in accordance with Annex A hereto, entitled Statement
of Work.


 


C.                                     Inmarsat shall have the right, at all
reasonable times during the performance of this Contract, to monitor the Work
in progress at the plants of the Contractor and its Key Sub-Contractors.


 


D.                                    All documentation and data relating to the
performance of this Contract shall, upon Inmarsat’s request and at Inmarsat’s
election, be made available for inspection and copying at the plants of the
Contractor and its Sub-Contractors, or copies shall be delivered to
Inmarsat.  This obligation shall apply
during the period of performance of the Contract.  With respect to any such documentation and data that is not
deliverable pursuant to Article 2 hereof, entitled Delivery by Contractor, Inmarsat shall
reimburse the reasonable costs of copying and delivery.  Thereafter, to the extent that such
documentation and data is of a type normally retained by the Contractor and its
Key Sub-Contractors, it shall continue to be available for such purposes for a
period of two (2) years from the date of expiry or earlier termination of this
Contract.


 


E.                                      Subject to reasonable arrangements to ensure
the confidential treatment of proprietary information, the same rights of
access granted to Inmarsat in this Article shall be granted to any
technical consultants working for Inmarsat in connection with this Contract or
any projects related to the Work to be performed under this Contract.


 


7

















 


Article 12:                                    Inmarsat’s Rights In Technical Data and Inventions


 


A.                                   Definitions


 


(1)                                  “Contractor
Background” means any data, Know-how, Invention, or Intellectual Property Right
owned by or otherwise in the possession of the Contractor at the effective date
of this Contract, other than Foreground, used in performing any Work under this
Contract and which is required for the design, development, manufacture, use or
maintenance of any product delivered under this Contract.


 


(2)                                  “Inmarsat
Background” means any data, Know-how, Invention, or Intellectual Property Right
owned by or otherwise in the possession of Inmarsat at the effective date of
this Contract, other than Foreground, disclosed to the Contractor for its use
in performing any Work under this Contract and provided to the Contractor as
part of Annex A and B hereto, entitled Statement
of Work and SRS or any other Annexes hereto.


 


(3)                                  “this
Contract” includes, where the context so admits or requires, any Sub-Contract.


 


(4)                                  “Designee”
means a natural person or other entity that is designated by Inmarsat.


 


(5)                                  “Foreground”
means any data, Know-how, Invention or Intellectual Property Right generated in
performing any Work under this Contract, including without limitation any
technical information as may be specifically identified as Foreground in the
Final Report or any interim report.


 


(6)                                  “Intellectual
Property Right” means all ideas, Inventions, patents, or applications
therefore, unregistered designs, registered design rights and applications
therefore, copyright, topography rights, all identifiable Know-how, experience,
data and all other technical or commercial information whether in human or
machine readable form and whether stored electronically or otherwise.


 


(7)                                  “Invention”
means any invention, discovery, improvement or innovation of more than a
trifling or obvious nature, whether or not patentable, which is used to design,
manufacture or use any item, carry out any process of manufacture or to perform
any other Work under this Contract.


 


(8)                                  “Know-how”
means technical information, data, Invention or experience, whether patentable
or not including, but not limited to, all design or manufacturing techniques,
operating instructions, machinery designs, raw material or products
specifications, drawings, blue prints and any other technical and commercial
information relating to research, design, development, manufacture, assembly,
use or sale.


 


(9)                                  “Sub-Contract”
and “Sub-Contractor” mean respectively any sub-contract entered into by the
Contractor pursuant to this Contract and any other party to such sub-contract;


 


B.                                     Notification
of and disclosure of Foreground to Inmarsat


 


(1)                                  Upon
completion of the Work to be performed under this Contract or upon termination
of this Contract (if earlier) and also upon the written request of Inmarsat,
the Contractor shall notify Inmarsat of any and all items of Foreground not
listed in a prior report or certify that there are no such unreported items of
Foreground.  Notification shall be in
the form of a report which contains a list setting forth the nature of each
item of Foreground, the system, subsystem, process or part thereof to which
each listed item relates and the source of each such item.


 


(2)                                  Inmarsat
may at any time and from time to time request the Contractor by written notice
to disclose to it any or all of the Foreground and the Contractor shall
disclose to Inmarsat full details of the Foreground requested, sufficiently
complete to convey a


 


8

















 


clear understanding of the nature, purposes,
operation and, to the extent known to the Contractor, the technical
characteristics of the Foreground.


 


(3)                                  Inmarsat,
without payment of additional compensation to the Contractor, may disclose to
any Designee any item of Foreground disclosed to it hereunder subject to
reasonable arrangements to ensure the confidentiality of Contractor proprietary
information..


 


C.                                     Use and
Practice of Foreground by Inmarsat and others


 


1.                                       The Contractor
hereby grants Inmarsat the irrevocable, non-exclusive, royalty-free right to
use the Foreground throughout the world together with the right to grant
sub-licences of the Foreground to any Designee of Inmarsat.


 


2.                                       The right
to grant sub-licences under this Contract is subject to the following
conditions:


 


(a)                                  any such
sub-licence shall be non-exclusive and shall be limited and subject to and no
less onerous than the rights and obligations granted hereunder;


 


(b)                                 no
sub-licence shall include the right for the sub-licensee to grant further
sub-licences;


 


(c)                                  Inmarsat
shall consult with the Contractor regarding the identity of the Designee


 


D.                                    Use and
Practice of Background 


 


1.                                       The Statement of Work and SRS and any other
Annexes shall include all Inmarsat Background, which is to be made available to
the Contractor.  The Inmarsat Background
shall remain the property of Inmarsat and the Contractor shall not make any
representation or do any act to indicate that it has any right title to or
interest in the Inmarsat Background.


 


2.                                       Inmarsat
hereby grants to the Contractor a non-exclusive, royalty free licence to use
the Inmarsat Background for the purposes of carrying out the Work in relation
to this Contract.  The Contractor agrees
that it will not use the Inmarsat Background for any purpose other than the
performance of its obligations under this Contract.


 


3.                                       The
Contractor shall disclose to Inmarsat on the EDC all Contractor Background to
be used by the Contractor, or any Sub-Contractor, in connection with the Work
under this Contract in sufficient detail for such Contractor Background to be
identified and thereafter shall not include additional Background without
Inmarsat’s written consent.


 


4.                                       The
Contractor hereby grants to Inmarsat and any Designee of Inmarsat a
non-exclusive, royalty free licence to use the Contractor Background for the
purposes of exploiting or using the Work delivered under this Contract
including any Foreground.


 


5.                                       Inmarsat
shall be entitled to grant licences under this Article 11(D) directly to
any Designee of Inmarsat, subject to the rights and obligations granted
hereunder.


 


E.                                      Copyright
in Reports


 


1.                                       The
Contractor hereby assigns to Inmarsat copyright and all its present and future
right, title and interest throughout the world and all other rights of a like
nature in all reports deliverable under this Contract and all modifications and
amendments thereto, absolutely for the full term during which such rights and
any renewals or extensions may subsist.


 


2.                                       No
Background shall be included in any Final Report without the written approval
of Inmarsat.  Background shall be
provided in a separate annex to the Final Report.


 


9

















 


For the avoidance of doubt, such copyright,
title and interest and all other rights of a like nature do not include such in
Contractor Background which the parties agree may be included in the Final
Report or the said separate annex to the Final Report.  Notwithstanding the foregoing, Inmarsat
shall be entitled to make and retain copies of such Contractor Background for
use by Inmarsat or its Designee provided that any Contractor legend or
copyright marking shall not be removed or amended.  For the avoidance of doubt nothing in this Clause 11(E) shall act
to pass title in Contractor Foreground.


 


F.                                      Copyright
in software


 


Where and to the extent that any item delivered
under this Contract consists of or includes software, the Contractor hereby
grants to Inmarsat the right under the Copyright in the said software to use
the said software and to make such copies of it as are reasonably necessary for
any use of the CN, including back-up, up-grades and archive purposes.


 


G.                                     Availability
of Know-how 


 


Notwithstanding any other provision of this
Article 12 under which limitations or conditions may be imposed on
Inmarsat or any other person or entity authorised by the Contractor to use
Know-how:


 


1                                          The right
to use any Know-how shall become unconditional and unlimited immediately upon
such item having come into the public domain, other than through breach of any
provision of this Contract;


 


2                                          If the
relevant Know-how becomes lawfully available to Inmarsat or any other entity
authorised to use it under this Article 12 on other terms, Inmarsat or
such other person or persons or entity may, at its sole discretion, use the
relevant Know-how on such other terms notwithstanding that such terms are more
favourable to Inmarsat or such other person or entity than the terms contained
in this Article 12.


 


H.                                    Marking
Know-how


 


1                                          All Foreground
that is disclosed under this Article 12 shall be marked by the Contractor
with the following notice:


 


“This document/item is supplied pursuant to a
Contract between Inmarsat
and                    dated
                    
[and a Sub-Contract thereunder between
                    
and
                    ].  This document/item contains Foreground as
defined in that Contract which may be used only in the manner specified in that
Contract, unless such Foreground is or lawfully comes into the public domain or
is or lawfully becomes available to the user on other terms.”


 


The words in square
brackets shall be deleted if not appropriate.


 


2                                          All
Contractor Background supplied under this Article 12 shall be marked by
the Contractor with the following notice:


 


“This document/item is supplied pursuant to a
Contract between Inmarsat and dated
                    
[and a Sub-Contract thereunder between                     
and].  This document/item contains
Contractor Background as defined in that Contract which may be used only in the
manner specified in that Contract, unless such Contractor Background is or
lawfully comes into the public domain or is or lawfully becomes available to
the user on other terms.”


 


The words in square
brackets shall be deleted if not appropriate.


 


3                                          Inmarsat
and any other person or entity to whom any Know-how is disclosed under this
Contract shall be entitled at any time to modify, remove, obliterate or ignore
any legend or equivalent marking which appears on any item of Know-how (save
for commercial off-the-shelf equipment which term, for the avoidance of doubt,
means any item not specially commissioned for Inmarsat or not materially
modified for the purposes of this Contract) which is not expressly authorised
by this Article 12 provided that a written


 


10

















 


notice is first sent to the Contractor advising
the Contractor of such proposed action and the Contractor fails, within 21
(twenty-one) days of receiving such notice, reasonably satisfactorily to
justify to Inmarsat the retention of such legend or marking.  Any failure to mark Contractor Background
shall entitle Inmarsat to treat the same as if it were Foreground.


 


I.                                         Sub-Contracts


 


1                                          In any Sub-Contract which may involve a
material amount of study, research or development the Contractor shall, unless
otherwise authorized or directed by Inmarsat in writing, include provisions
relating to Know-how which shall ensure that Inmarsat is not disadvantaged as a
result of such Sub-Contract and which shall not adversely affect the rights of
Inmarsat to use, or to exercise the Option in respect of any Foreground as
provided for under this Article 12. 
Without prejudice to the generality of the foregoing, the Contractor
undertakes not to enter into any Sub-Contract that may involve the generation
of Foreground without first obtaining from the relevant Sub-Contractor a
contractual undertaking that all Intellectual Property Rights in any such
Foreground will vest in the Contractor and an obligation to assign the same to
the Contractor, to the extent that such rights are assignable, and an
irrevocable and unconditional waiver of all other such rights.  As between Inmarsat and the Contractor, the
responsibility for and cost of obtaining all such assignments and waivers shall
be borne by the Contractor.


 


2                                          If a Sub-Contractor refuses to accept any
provision pursuant to Article 12 the Contractor shall promptly submit a
written report to Inmarsat setting out the Sub-Contractor’s reasons for refusal
and shall not proceed with the Sub-Contract without Inmarsat’s written consent.


 


K.                                    Further
Assurance


 


Notwithstanding
termination by Inmarsat of this Contract for any reason, the Contractor shall
do and execute and shall procure that its employees and any Sub-Contractor and
its employees engaged in the performance of the Works do and execute all and
any documents and do all such things as Inmarsat may require to give effect to
the provisions of this Article 12 .


 


L.                                      Warranty
of Authority


 


The Contractor warrants that it has or will
obtain full power and authority to carry out the provisions of this
Article 12 from all persons and other entities who perform any Work under
this Contract or any Sub-Contract.


 


Article 13:                                    Patents For Foreground
Inventions


 


A.                                   Secrecy of Foreground Inventions


 


1                                          The Contractor shall take all necessary steps
to preserve the secrecy of all Foreground Inventions and shall use its best
endeavors not to publish, put into commercial use, offer for sale or otherwise
perform acts which would adversely affect the patentability of any Foreground
Invention in any country before an application is filed pursuant to this
Article 13, entitled Patents for
Foreground Inventions.


 


2                                          If any publication, commercial use, offer for
sale or other act is made in error, the Contractor shall immediately notify
Inmarsat of all relevant details and circumstances and take all available steps
to minimize the adverse effects.


 


B.                                    Filing Of Patent Application


 


1.                                       The Contractor shall have the right to file,
at his own expense, patent applications in respect of Foreground Inventions
throughout the world.


 


2.                                       The Contractor shall give prompt written
notice to Inmarsat of each application filed and each patent granted pursuant
to an application, those countries in which it intends to file


 


11

















 


an
application for a patent or, if appropriate, which asserts that the Contractor
does not intend to file any patent application.  Furthermore, the Contractor shall provide Inmarsat with a copy of
each application and the full specification with respect to each application
within forty-five (45) days of filing and, at Inmarsat’s written request, shall
keep Inmarsat advised of the progress of each application and provide Inmarsat
with a copy of each patent granted pursuant to an application.


 


3                                          Inmarsat shall identify any additional
countries in which it would like a patent application to be filed.  Within ninety (90) days of receiving
Inmarsat’s request, the Contractor shall, confirm whether it intends to file a
patent application in those countries.


 


4                                          For each country in respect of which the
Contractor either fails to file an application or gives notice to Inmarsat that
it does not intend to file an application, the Contractor shall, at the written
request of Inmarsat, transfer to Inmarsat the entire right, title and interest
in the Foreground Invention in each such country.  Any such transfer shall include the right for Inmarsat, at its
sole discretion, to use the Foreground Invention as its confidential property
and to apply for and obtain patent protection provided that the Contractor may
reserve to itself an irrevocable, non-exclusive, royalty-free licence to use
the Foreground Invention (with the right to grant sub-licenses) in the relevant
country.


 


5                                          Should the Contractor or any other person or
entity deriving rights from the Contractor (excluding licensees under this
Contract) elect to abandon an application or a granted patent, the Contractor
shall so notify Inmarsat in writing not less than sixty (60) days before any
such application or Patent is allowed to lapse or any positive act of
abandonment is taken.  At the written
request of Inmarsat the Contractor shall promptly transfer to Inmarsat the
entire right, title and interest in each such application or patent and,
pending such transfer, shall take all necessary action (including without
limitation the payment of fees) to maintain such application or patent.  On the transfer of an application or patent
pursuant to this Article 13 the Contractor may reserve to itself an
irrevocable, non-exclusive, royalty-free licence to use the Foreground
Invention which is the subject of the application or the patent in the relevant
country (with the right to grant sub-licenses).


 


6                                          All the costs of filing and prosecuting any
application and maintaining any patent obtained pursuant to an application
shall be borne by the Contractor save that Inmarsat shall bear all such costs
in respect of any patent application filed or patent obtained by Inmarsat pursuant
to this Article 13 and any application or patent assigned to Inmarsat
pursuant to this Article 13.


 


7                                          The Contractor shall keep Inmarsat advised of
the progress of each application and provide Inmarsat with a copy of each
patent granted pursuant to an application.


 


8                                          On grant of any patent in Foreground
Inventions, the Contractor shall grant to Inmarsat an irrevocable,
non-exclusive, royalty-free right to use the patent throughout the world
together with the right to grant sub-licences of the patent to any Designee on
terms substantially similar to those granted by the Contractor to Inmarsat.


 


C.                                     Examination of Records Relating to Foreground
Inventions


 


At
any time between the effective date of this Contract and the expiry of
thirty-sixth (36) months after final payment is made under Article 8
hereof, entitled Payment Terms, or
(if earlier) the date this Contract terminates, the Contractor shall:


 


(1)                                  Permit Inmarsat to examine any books,
records, documents and other data and materials in the possession or control of
the Contractor that Inmarsat shall reasonably deem likely to be directly
pertinent to the discovery or identification of a Foreground Invention or to
the compliance by the Contractor of its obligations under this Contract in
relation to Foreground Inventions; and at the written request of Inmarsat,
supply Inmarsat with copies of each Patent Application in relation to any
Foreground Invention filed by or on behalf of the Contractor.


 


12

















 


(2)                                  Where Inmarsat has exercised transfer rights,
the Contractor shall assign to Inmarsat all rights in any Foreground Invention
the same shall apply to Foreground that the Contractor has failed to notify to
Inmarsat under Article 12 and/or 13. Pending a written assignment to
Inmarsat of any such forfeited rights the Contractor shall hold the Foreground
Invention and all rights in it, including any patents or patent applications,
on trust for Inmarsat and as soon as practicable the Contractor shall transfer
to Inmarsat all such rights in the Foreground Invention.


 


(3)                                  The rights accruing to Inmarsat under this
Article 13 shall be in addition and without prejudice to any other rights
that Inmarsat may have in relation to unreported Foreground Inventions.


 


Article 14:                                    Intellectual Property Right
Indemnity


 


A.                                   For the purposes of this Article 14:


 


1.                                       “Indemnitee” means Inmarsat and any
subsequent owner or lessee of any item to be delivered under this Contract and
any officer, employee or agent of any such entities.


 


2.                                       “DVSI Technology” means a voice coding method
and algorithm developed by DVSI based on AMBE®, AMBE+TM and AMBE+2TM voice
compression algorithms and DVSI software implementing such algorithms.  The Technology codes speech at a bit rate of
4.0 kilobits per second (kbps) including error correction bits.


 


1.                                       The terms defined in Article 12 hereto,
entitled Inmarsat’s Rights in Technical Data
and Inventions, shall have the same meaning when used in this
Article 14.


 


B.                                     This Article 14 shall apply with respect
to all claims that the Intellectual Property Right of a third party is
infringed by:


 


1.                                       the manufacture, sale, lease or use of any
item to be delivered by Contractor pursuant to this Contract excluding the DVSI
Technology to the extent provided for by the Contractor in accordance with this
Contract; or


 


2.                                       the use of any item to provide a service to
be delivered by Contractor pursuant to this Contract excluding the DVSI
Technology to the extent provided for by the Contractor in accordance with this
Contract; or


 


For
avoidance of doubt, delivery by Contractor includes without limitation items
provided by suppliers and subcontractors of Contractor under this Contract.


 


3.                                       the use of any Foreground generated under
this Contract.


 


C.                                     The Contractor undertakes to defend, at its
own expense, any claim against any Indemnitee and to pay any royalties and
other costs associated with the settlement of such claim and any damages and
costs awarded as a result of any legal proceedings based on such claim. This
obligation shall be contingent upon the Indemnitee giving the Contractor prompt
notice of such claim,sole authority to defend or settle the claim on its behalf
and, at the request and sole reasonable cost
of the Contractor, reasonable cooperation and assistance and such relevant
information as is available to it.  The
Contractor’s obligation under this paragraph C shall not apply only to the
extent that any such claim arises as a direct result of either (i) the
Contractor properly complying with Inmarsat’s specific instructions upon which
the Contractor could be reasonably expected to rely and such instructions not
provided for or within the scope of the SOW or SRS and (ii) the combination of
Contractor items with other items not provided by the Contractor or any sub-contractor
thereof such combination or items not referred to or provided for within the
SOW or SRS.


 


D.                                    In these Paragraphs D and F, “enjoinment”
means any legal restraint or prohibition, whether by court order, under a
negotiated settlement or otherwise, and “enjoined” shall be understood
accordingly.  If, as a result of any
claim to which this Article 14 applies, the manufacture or


 


13

















 


delivery
of any item or service to be delivered or otherwise provided pursuant to this
Contract is enjoined, or the sale, lease or use of any item delivered under
this Contract is enjoined after delivery or the use of any Know-how or
Invention is enjoined at any time, the Contractor agrees to do the following in
the order stated:


 


1.                                       To use reasonable endeavours to negotiate a
licence or other agreement with the claimant to resolve the alleged
Intellectual Property Right infringement; or


 


2.                                       where applicable and subject to the technical
approval of Inmarsat and any other Indemnitee directly affected by the
enjoinment, to modify the item or substitute a suitable item so that the
modified or substituted item is not subject to the enjoinment.  Such approval shall not be unreasonably
withheld.


 


If
neither of the foregoing alternatives is suitably accomplished by the
Contractor, the Contractor shall be liable to Inmarsat and any other Indemnitee
for any damages and costs suffered as the result of any such enjoinment as
aforesaid.


 


E.                                      The Contractor agrees that the provisions of
this Article 14 shall apply to any item modified by or on behalf of
Contractor pursuant to this Article 14 D(2).


 


F.                                      For the avoidance of doubt
sub-article 14 D does not apply to the DVSI Technology delivered by the
Contractor pursuant to this Contract.


 


G.                                     Inmarsat acknowledges that it is aware of a
claim or enquiry of infringement against the DVSI Technology and after detailed
study Inmarsat has concluded that the DVSI Technology does not infringe in the
above-mentioned case.


 


Inmarsat agrees to defend and hold harmless the
Contractor from this and any other claim of infringement of a patent or any
Intellectual Property Rights of a third party related to the DVSI Technology on
the following terms:


 


1                                          This Article shall apply with respect to
all claims against the Contractor that the sale or use of DVSI Technology to be
delivered by the Contractor pursuant to this Contract infringes any
Intellectual Property Right of a third party related to the DVSI
Technology.  Inmarsat undertakes to
defend, at its own expense, any such claim against the Contractor and to pay
any royalties and other costs including attorneys’ fees charges by counsel
associated with the settlement of such claim and any damages and costs awarded
as the result of any legal proceedings based on such claim. This obligation
shall be contingent upon (i) the Contractor giving Inmarsat prompt notice of
any such claim, (ii) DVSI giving Inmarsat the sole authority to defend or
settle the claim on its behalf and, at the request and reasonable cost of
Inmarsat, all reasonable co-operation and assistance and such relevant
information as is available to it, (iii) the Contractor keeping Inmarsat fully
informed of all relevant matters and the Contractor promptly forwarding or
procuring to be forwarded to Inmarsat copies of all correspondence and other
written communications pertaining thereto, and (iv) the Contractor not making
any settlement or compromise of the dispute, nor agreeing any matter in this
respect.


 


2                                          Inmarsat shall not be subject to any claim by
or liability to the Contractor on the ground that the Contractor has not
complied with any of the requirements of 14 G 1 (i) –(iv) above.


 


3                                          In any such event of claim of infringement
under this Article 14 G, the liability of Inmarsat to indemnify the
Contractors in respect of the cost of defence including without limitation
reasonable attorney’s fees and in respect of the related costs, royalties, and
other damages as awarded by a Court of Law or arbitration or agreed in
settlement shall not exceed US$500,000. 
Provided however liability in respect of reimbursement or expenditure of
attorney’s fees in defence of the Contractor shall be limited to US$50,000.


 


4                                          If, as a result of any claim to which this
Article 14 G applies, the manufacture or delivery of any item or service
to be delivered or otherwise provided pursuant to this Contract is enjoined or
the sale, lease or use of any item delivered under this Contract is enjoined
the parties shall discuss in good faith an alternative solution including but
not limited to any adjustment to the Performance Schedule set out in Annex
A and B and the Payment Plan


 


14

















 


set out in Annex D.


 


5                                          The Contractor shall use all reasonable
endeavors to obtain an indemnity from DVSI in respect of the DVSI Technology
whether by way of license Inmarsat shall not be subject to any claim by or
liability to the Contractor to the extent any such claim is indemnified by
DVSI.


 


Article 15:                                    Loss and Damage, Indemnity


 


A.                                   For the
purposes of this Article, the term “Indemnitees” shall include (1) Inmarsat (2)
any subsequent owner of any item to be delivered hereunder; and (3) the
officers, employees, agents or subsidiaries of any of them


 


B.                                     This
Article shall apply with respect to any loss of or damage to property, or
personal injury or death, caused by an act or omission of the Contractor, or
its Sub-Contractors, or the employees or agents of any of them, in the
performance of the Work under this Contract.


 


C.                                     In the
case of loss or damage suffered by an Indemnitee, the Contractor shall provide
indemnification for all direct damages suffered.


 


D.                                    In the
case of direct loss or damage suffered by third parties, including employees of
the Contractor or its Sub-Contractors, the Contractor shall, at its own
expense, defend any claims brought against any of said Indemnitees, and shall
pay all damages and costs associated with settlements or awards in connection
therewith.  This obligation shall be
contingent upon the Indemnitees giving the Contractor prompt notice of such
claims and, at the request of the Contractor, reasonable cooperation and
assistance and such relevant information as is available to them.


 


Article 16:                                    Inmarsat-Furnished Property
and Facilities


 


A.                                   With
respect to all equipment or other property furnished to the Contractor by
Inmarsat pursuant to Annex A and B hereto, entitled Statement of Work and
SRS, the following terms and conditions shall apply:


 


(1)                                  The Contractor shall exercise due care to
ensure that such property is suitable for the purpose intended in connection
with the performance of the Work under this Contract.  If the Contractor is not so satisfied, it shall give Inmarsat
written notice to that effect as soon as possible.  In the case of deficiencies that should be reasonably discoverable
upon receipt and examination, such notice must be given within fifteen (15)
days after receiving the property.


 


(2)                                  The Contractor shall ensure that such
property is used solely in the performance of this Contract.


 


(3)                                  Title to such property shall at all times
remain with Inmarsat, and the Contractor shall ensure that no claim, lien,
pledge, mortgage, security interest, or other encumbrance attaches to such
property as a result of any act or omission of the Contractor or its
Sub-Contractors.


 


(4)                                  The Contractor shall return such property to
Inmarsat if so requested by Inmarsat provided such return will not materially
prejudice the Contractor’s performance of the Work under the Contract, or when
it is no longer required in connection with the performance of any Work under
this Contract, or in the event of termination of this Contract.  The costs associated with returning the
property shall be borne by the Contractor.


 


(5)                                  The Contractor shall bear the risk of loss of
or damage to such property from the time that it arrives on the premises of the
Contractor or any of its Sub-Contractors and for so long as it remains in their
custody.  When the property is returned
to Inmarsat pursuant to Paragraph A (4) of this Article, the risk of loss or
damage while in transit shall be borne by the Contractor.


 


15

















 


(6)                                  Responsibility for any taxes or duties
associated with the delivery, use, or return of such property shall be in
accordance with Article 7 hereof, entitled Taxes and Duties.


 


B.                                     With
respect to any facilities provided by Inmarsat or any of its other contractors
pursuant to Annex A and B hereto, entitled Statement
of Work and SRS, whether for installation of the items to be
delivered by the Contractor under this Contract or for any other purpose, the
Contractor shall exercise due care to ensure that such facilities are suitable
for the purpose intended.  If the
Contractor is not so satisfied, it shall give Inmarsat notice to that effect as
soon as possible.  In the case of
deficiencies that should be reasonably discovered upon examination, such notice
must be given within fifteen (15) days after the Contractor is afforded an
opportunity to examine the facilities.


 


Article 17:                                    Inmarsat-Furnished
Documents, Examination


 


A.                                   This
Article shall apply to any documents that Inmarsat is required to provide
to the Contractor pursuant to this Contract.


 


B.                                     The
Contractor shall exercise due care to ensure that such documents are sufficient
for the performance of this Contract, and that they contain no manifest errors
or anomalies.  This Article shall
not apply to any errors or omissions in the documents that would not be
reasonably discoverable by the Contractor exercising due care.


 


C.                                     With
respect to documents furnished to the Contractor by Inmarsat, the Contractor
shall be presumed to be satisfied that they are sufficient, that they contain
no manifest errors or anomalies, and that they are timely, unless the
Contractor gives Inmarsat notice that it is not so satisfied within fifteen
(15) days after the Contractor receives such documents.  On a case-by-case basis, the Contractor may
request a longer period to examine the documents, but such request must be made
within the said fifteen (15) day period, and Inmarsat shall not be required to
grant such an extension if, in Inmarsat’s reasonable judgement, the Contract
performance schedule would be adversely affected thereby.


 


D.                                    In
addition to the obligations under this Article 17, if the Contractor
concludes, at any time during the performance of this Contract, that there are
inaccuracies or inconsistencies in any documentation supplied by Inmarsat or
that it is not complete or sufficient to enable the Contractor to perform the
Work, the Contractor shall immediately refer the matter to Inmarsat for
resolution before proceeding with any Work affected by such deficiencies.


 


E.                                      If
Inmarsat does not receive timely notice that the Contractor is not satisfied
pursuant to this Article, or if the Contractor proceeds with any Work in
contravention of this Article, the Contractor shall be neither relieved of its
obligation to perform the Work as intended nor entitled to any increase in the
Price or extension of the delivery schedule by reason thereof.


 


Article 18:                                    Confidentiality


 


A.                                   Each party
shall during the full term of this Contract and thereafter, keep secret and
confidential all Know-how or other business, technical or commercial
information, in connection with this Contract disclosed to it by the other
party or otherwise belonging to the other party (and shall procure that any
employees, sub-licensees or sub-contractors are similarly bound) and shall not
disclose the same to any person save to the extent necessary to perform its
obligations in accordance with the terms of this Contract.  All such information shall be identified as
confidential at the time it is so supplied.


 


B.                                     Even if
information is identified as confidential, disclosure to Inmarsat’s Designees
shall be permitted.  Any disclosure by
Inmarsat to Designees shall be subject to reasonable safeguards to protect the
confidentiality of such information including Inmarsat requiring Designees to
enter into an obligation of confidentiality no less rigorous than that provided
for under this Article 18.


 


16

















 


C.                                     Article 12
hereto, entitled Inmarsat’s Rights in
Technical Data and Inventions, and Article 13 hereof, entitled Patents for Foreground Inventions, shall
take precedence over the provisions of this Article to the extent that
there is any inconsistency.


 


D.                                    The
foregoing provisions of this Article shall not apply to know-how and
information which:


 


(1)                                  is or
becomes public knowledge without breach of this Contract;


 


(2)                                  is already
known to the receiving party at the time of its disclosure by the disclosing
party and was not otherwise acquired by the receiving party from the disclosing
party under any obligations of confidence;


 


(3)                                  is
independently developed by the Contractor or Inmarsat which fact can be shown
by competent evidence;


 


(4)                                  Inmarsat
or the Contractor is compelled by legal process or government regulation or
order to disclose, provided that the disclosing party is given prompt notice of
any proposed release of information under this sub-clause and that the disclosing
party be given ample opportunity to engage in legal action to resist and/or
restrict any such disclosure.


 


E.                                      The
provisions of this Article shall remain in force for a period of five (5)
years from the date of receipt by the party concerned of such know-how and
information notwithstanding earlier termination of this Contract.


 


Article 19:                                    Public Release of
Information


 


The
Contractor shall obtain the written approval of Inmarsat concerning the content
and timing of news releases, articles, brochures, advertisements, prepared
speeches, and other information releases to be made by the Contractor or any of
its Sub-Contractors concerning this Contract or the Work performed or to be
performed hereunder.  Inmarsat shall be
given a reasonable time to review the proposed text prior to the date scheduled
for its release.


 


Inmarsat
shall obtain written approval of Contractor, which approval shall not be
unreasonably withheld or delayed, concerning the content and timing of news
releases to be made by Inmarsat concerning this Contract or the Work performed
or to be performed hereunder and containing explicit reference to the
Contractor.  Contractor shall be given
reasonable time to review the proposed text prior to the date scheduled for its
release.


 


Article 20:                                    Termination for Cause


 


A.                                                                                   (1)                                  Inmarsat
shall have the right to terminate this Contract, without prejudice to any of
its other rights and remedies, forthwith by notice in writing to the Contractor
in the event that the Contractor shall default in due performance or observance
of any of its material obligations on its part to be performed or observed
hereunder and (in the case of a remediable breach) fails to remedy such breach
within thirty (30) days of being requested by written notice to do so and in that
event the remedies set out in Article 23 hereto, entitled Remedies for Late Delivery shall apply.


 


(2)                                  The
Contractor shall have the right to terminate this Contract forthwith by notice
in writing to Inmarsat in the event that Inmarsat fails to pay sums due
hereunder by the due date as determined in accordance with Article 8,
entitled Payment Terms and Inmarsat fails to remedy such breach within thirty
(30) days of being requested by written notice to do so. For the avoidance of
doubt such thirty (30) days notice under this paragraph shall not commence
prior to the expiry of the periods set out in Article 8C, entitled Payment Terms; or


 


(3)                                  Either
Party shall have the right to terminate this Contract, without prejudice to any
of its other rights and remedies, forthwith by notice in writing to the other
(the “Other Party” for the purposes of this paragraph) in the event that the
Other Party passes a resolution or a court of competent jurisdiction makes an
order that the Other Party be wound up


 


17

















 


otherwise than for the purpose of bona fide
reconstruction or amalgamation, or a receiver, manager or administrator on
behalf of a creditor is appointed in respect of the Other Party’s business or
any part thereof, or if circumstances arise which entitle a court of competent
jurisdiction or a creditor to appoint a receiver, manager or administrator or
which entitle the court otherwise than for the purpose of bona fide
reconstruction or amalgamation to make a winding up order, or the Other Party
is unable to pay its debts within the meaning of section 123 of the
Insolvency Act 1986 or under any other laws domestic or foreign, relating to
bankruptcy, insolvency, reorganisation, winding up or adjustment of debts. In
the event that the Contractor is the Other Party for the purposes of this
paragraph then the remedies set out in Article 23 hereto, entitled Remedies for Late Delivery shall apply.


 


B.                                     Inmarsat
may terminate for anticipatory breach, repudiation, inability or failure to
perform, or lack of due diligence, which if remediable is not so remedied
within thirty (30) days of a notice from Inmarsat requiring such remedy,
Inmarsat may terminate the Contract, either in whole or as to any severable
portion, and in that event the remedies set out in Article 23 hereto,
entitled Remedies for Late Delivery shall
apply.


 


C.                                     Where Inmarsat after undue delay by the
Contractor notifies the Contractor that time is of the essence of the Contract
and the Contractor shall not have performed any of its obligations stated in
such notice by any reasonable date stated in the notice, Inmarsat may terminate
the Contract in accordance with Article 23 hereto, entitled Remedies for Late Delivery.  For
the purposes of this Article 20C, Inmarsat may only issue such a notice
prior to and in respect of any of the following milestones as specified in
Annex D hereto entitled Payment Plan:  SAS1 Equipment Shipment, SAS1 Factory
Acceptance Test Review, SAS1 Site Acceptance Test Review and Final Acceptance.


 


D.                                    If the
Contractor fails to comply with the notification requirements due upon
completion of the Contract Work pursuant to Article 12 hereof, entitled Inmarsat’s Rights in Technical Data and Inventions,
Inmarsat may, until such notification is provided, withhold payment of the
Final Acceptance payment milestone specified in Annex D hereto, entitled Payment Plan.


 


E.                                      In the
event that any alleged breach of this Contract leads to arbitration proceedings
pursuant to Article 29 hereof, entitled Arbitration,
Inmarsat shall be entitled to exercise the remedies in Article 10 hereof,
entitled Warranty as to Quality,
and of this Article pending the outcome of such proceedings.  If Inmarsat gives notice of discharge and it
is subsequently determined that the Contractor was not in breach, the rights
and obligations of the parties shall be the same as if Inmarsat had terminated
for convenience pursuant to Article 22 hereof, entitled Termination for Convenience, unless the
parties mutually agree to reinstate the Contract.


 


F.                                      (1)                                  In any
event and notwithstanding anything else contained in this Contract the
Contractor’s liability in:


 


(a)                                  contract,
tort (including negligence) or breach of statutory duty or otherwise arising by
reason of or in connection with this Contract (except in relation to personal
injury or death, or loss or damage to property, the intellectual property
rights indemnity in accordance with Article 14 hereof, entitled Intellectual Property Rights Indemnity
and/or liquidated damages in accordance with Article 23 hereof, entitled Remedies for Late Delivery, shall not
exceed a sum equal to ninety-five per cent (95%) of Price in respect of all and
any incidents in aggregate arising under this Contract.


 


(b)                                 any claims
losses damages costs expenses and liabilities in respect of loss or damage to
property shall be limited to US$8million (eight million United States Dollars)
per incident or series of connected incidents under this Contract or such
higher amount as per the Contractor’s insurance cover effective at the date of
the incident.


 


18

















 


(2)                                  The parties expressly agree that the
limitations upon liability set out in this Article 20 have been negotiated
between them and are considered to be reasonable in the circumstances.


 


E.                                      Neither party shall be liable (whether by
indemnity or otherwise and whether this contract continues in force or not) for
any loss of contracts, loss of profits, or anticipated profits, loss of
business, loss of revenue or loss of use or any extra operating expenses or any
indirect or consequential loss whatsoever and howsoever caused.


 


F.                                      Any right to terminate by Inmarsat under this
Contract shall not be prejudiced by any earlier passing of title in any items
delivered to Inmarsat under this Contract. In the event of such termination,
title shall revert to the Contractor.


 


Article 21:                                    Excusable Delay


 


A.                                   Any delay
in the performance of the Work beyond the control of the Contractor directly
caused by any material delay by Inmarsat in the performance of Inmarsat’s
obligations under this Contract and which delay could not have been avoided by
the Contractor through the exercise of reasonable foresight or responsible
precautions and could not have subsequently been circumvented by the Contractor
through use of alternative sources, work-around plans, or other means approved
by Inmarsat, shall constitute an “Excusable Delay”.


 


B.                                     To the
extent the Contract can demonstrate that Excusable Delay has occurred, the
Final Acceptance Date, insofar as such Excusable Delay causes delay to the
achievement of the Final Acceptance Date, shall be equitably adjusted by
agreement between the Parties.  In such
event, the Parties further agree to discuss whether an equitable adjustment to
the Payment Plan is appropriate.


 


Article 22:                                    Termination for Convenience


 


A.                                   Inmarsat
may terminate this Contract, in whole or in part, for Inmarsat’s convenience,
at any time prior to completion.


 


B.                                     In the
event of such termination by Inmarsat, the termination charges shall be
determined by good faith negotiations between Inmarsat and the Contractor or,
if agreement cannot be reached Article 29 hereof, entitled Arbitration, shall apply.  In making such determination, the following
principles shall be applied:


 


(1)                                  The total termination charges shall not
exceed the sum of:


 


(a)                                  Direct costs (including overhead recovery on
such costs but excluding any profit element) reasonably incurred by the
Contractor in connection with the performance of the Work prior to termination,
other than those costs referred to in Paragraph B (1)(c) of this Article.  Such costs shall be determined in accordance
with the Contractor’s standard accounting practices and, if requested by
Inmarsat, shall be verified by the Contractor’s independent auditors at the
Contractor’s expense.  Inmarsat may also
elect to have such costs verified by Inmarsat’s independent auditors at
Inmarsat’s expense.


 


(b)                                 A profit element representing ten percent
(10%) of the costs in Paragraph B (1)(a) above.


 


(c)                                  Reasonable costs incurred by the Contractor
in settlement with Sub-Contractors and suppliers as a result of Inmarsat’s
termination.  With respect to any
proposed settlement involving an amount in excess of ten (10%) percent of the value
of any such sub-contract, the Contractor shall advise Inmarsat, and shall not
enter into any binding settlement until Inmarsat has approved the proposal, or
until thirty (30) days have elapsed from the date when such advice was
furnished to Inmarsat, whichever is sooner.


 


19

















 


(2)                                  In no event shall the termination charges
exceed the unpaid balance of the Price. 
In the case of termination in part, the termination charges shall not
exceed that unpaid balance of the severable portion of the Price applicable to
the part of the Work that is terminated.


 


C.                                     Unless
otherwise agreed, Inmarsat shall be entitled to take possession of all Work
completed or in progress prior to termination under this Article, except for
Work associated with any executory portion of the Contract that is not
terminated.


 


D.                                    The
termination charges determined pursuant to this Article shall be reduced
by the following:


 


(1)                                  Any amounts previously paid by Inmarsat to
the Contractor with respect to the performance of the Work which is to be
terminated prior to termination.  To the
extent such amounts previously paid by Inmarsat exceed the termination charges
due, the Contractor shall refund the difference to Inmarsat.


 


(2)                                  Amounts representing the resale, reuse, or
salvage value to the Contractor, or to its Sub-Contractors and suppliers as
agreed with the Contractor using its best efforts, of items that Inmarsat has
not taken possession of pursuant to Paragraph C of this Article.


 


Article 23:                                    Remedies for Late Delivery


 


Without prejudice to any other remedies
available to Inmarsat, with respect to late delivery by Contractor (for the
avoidance of doubt, save in the event of Excusable Delay or Force Majeure) in
breach of the schedule requirements in Article 3 hereof, entitled Performance Schedule, and as defined in
Annex A and B hereto, entitled Statement of
Work and SRS. The
following procedures and remedies shall apply:


 


(1)                                  In case Factory
Acceptance (FAT) is delayed, the Contractor shall be liable for
liquidated damages in the amount of 0.10%
of the Price for each day of delay of FAT in accordance with Article 6
hereto, entitled Final Acceptance.  Such liquidated damages shall accrue up-to a
total amount of 2.5% of the Price.


 


(2)                                  The liquidated damages set out in (1) above
shall accrue up to and including the date of successful FAT or termination by
Inmarsat pursuant to Article 20 hereto, entitled Termination.  During the period when liquidated damages are accruing, the
Contractor shall not be liable for any other damages with respect to such
delay, except as explicitly stated to the contrary in this Contract.


 


(3)                                  In case SAT 1 acceptance is delayed, the
Contractor shall be liable for liquidated damages in the amount of 0.10% of the Price for each day of delay of
SAT 1 acceptance in accordance with Article 6 hereto, entitled Final Acceptance.  Such liquidated damages shall accrue up-to a total amount of 2.5% of the Price.


 


(2)                                  The liquidated damages set out in (3) above
shall accrue up to and including the date of successful SAT 1 acceptance or
termination by Inmarsat pursuant to Article 20 hereto, entitled Termination.  During the period when liquidated damages are accruing, the
Contractor shall not be liable for any other damages with respect to such
delay, except as explicitly stated to the contrary in this Contract.


 


(5)                                  In case Final Acceptance is delayed, the
Contractor shall be liable for liquidated damages in the amount of 0.50% of the Price for each day of delay of
Final Acceptance in accordance
with Article 6 hereto, entitled Final
Acceptance.  Such liquidated
damages shall accrue up-to a total amount of 5%
of the Price.


 


(6)                                  The liquidated damages set out in (4) above
shall accrue up to and including the date of successful Final Acceptance or
termination by Inmarsat pursuant to Article 20 hereto, entitled Termination.  During the period when liquidated damages are accruing, the
Contractor shall not be liable for any other damages with respect to such
delay, except as explicitly stated to the contrary in the Contract.


 


20

















 


(7)                                  Both parties acknowledge that the liquidated
damages specified in this Article are a genuine pre-estimate of the loss
likely to be suffered by Inmarsat and that the figures therein are reasonable.


 


(8)                                  The liquidated damages specified in this
Article may be recovered by Inmarsat, at its sole discretion, either:


 


(a)                                  as a sum
of money invoiced by Inmarsat and payable by the Contractor; or


 


(b)                                 as a
credit against any sum of money owed by Inmarsat to the Contractor or which may
subsequently become due to the Contractor.


 


(9)                                  If the Contractor either (i) fails to
promptly complete the Work by the due date(s), or (ii) does not progress the
Work such that the same will be completed by the due date(s), Inmarsat may
terminate the Contract, either in whole or any severable portion thereof.  In the cases of (i) and (ii) above Inmarsat
shall give the Contractor notice of intention (“Notice of Intention”) to invoke these remedies thirty (30)
days before giving a formal notice of discharge. In the event of (ii) above the
Contractor may within 15 days of the Notice of Intention prepare and provide to
Inmarsat a report detailing what remedial action the Contractor intends to take
in order to progress the Work, Inmarsat shall review such report within thirty
(30) days from the Notice of Intention and in the event that Inmarsat is
satisfied that the remedial action detailed in the report is sufficient then
Inmarsat shall not apply any of the remedies in (a) or (b) below and this
Contract shall be deemed amended in accordance with such plan and Inmarsat
shall confirm this by amendment to the Contract pursuant to the change
procedure set out in Article 30, entitled Changes. In the event that Inmarsat does not accept or reject
the plan within thirty (30) days from the Notice of Intention it shall be
deemed to be rejected.  In the event
that the Contractor cannot remedy the situation within said thirty (30) days of
the Notice of Intention in respect of (i) above, or where such remedial action
proposed by the Contractor in the report described in the preceding sentence is
deemed by Inmarsat to be unsatisfactory and rejected by Inmarsat in respect to
(ii) above, Inmarsat shall give the Contractor notice of discharge and thirty
(30) days following such notice of discharge the following remedies shall
apply:


 


(a)                                  Inmarsat may, in its sole discretion, take
over all or part of the Work affected by the termination, and proceed with the
same to completion, by contract or otherwise. 
For this purpose, Inmarsat may take possession of, and utilize in
completing the Work, such materials, equipment, and information and data as may
be necessary therefore. The Contractor shall reimburse Inmarsat for any
increased costs reasonably incurred in completing the Work.


 


(b)                                 With respect to any part of the Work affected
by the termination that Inmarsat does not elect to take over and complete, the
Contractor shall reimburse Inmarsat for all amounts previously paid for such
Work, and shall also be liable for any increased costs reasonably incurred by
Inmarsat in procuring alternative goods and/or services. The reimbursements
shall be inclusive of interest calculated at a rate of the current three (3)
month US Dollar London Inter-Bank Offer Rate (LIBOR) per annum, calculated on a
daily basis.  Such interest charge shall
be computed commencing on the first day following the payment due date for the
increased costs reasonably incurred by Inmarsat in procuring alternative goods
and/or services and for the previously paid amounts from the date when such
payments were received by the Contractor.


 


Any
rights to reject by Inmarsat pursuant to this Article 23 shall not be
prejudiced by any earlier passing of title in any items delivered to Inmarsat
under this Contract, title in such items shall revert to the Contractor on such
election to reject.


 


Article 24:                                    Remedies for Unsatisfactory
Service and Support


 


A.                                   For the purpose of this Article, periods of
unsatisfactory service of the BGAN Core Network (CN) shall be referred to as
Unavailability and shall mean failure of the Contractor supplied CN


 


21

















 


equipment
and/or Contractor supplied services to meet the requirements of this Contract,
in particular failure to meet the availability requirements specified in Annex
A and B hereto, entitled Statement of Work
and SRS, except for the following:


 


1.                                       Planned down-time, such as for preventative
maintenance, in accordance with Annex A and B hereto, entitled Statement of Work and SRS (hereinafter known as “planned
outages”).


 


2.                                       Unavailability of the CN directly resulting
from failure of the network and not attributable to Contractor’s hardware,
software,or support and services provided pursuant to this Contract
(hereinafter known as “unplanned outages”).


 


B.                                     The remedies under this Paragraph shall apply
for each set of CN equipment delivered hereunder if the minimum availability
requirements of 99.99% during each year of operations for each CN , as
specified in Annex A and B hereto, entitled Statement
of Work and SRS, are not satisfied and shall be as follows:


 


1.                                       Unavailability Remedies: For each 0.01% that the cumulative period of
unavailability of each CN in any calendar month of operation drops below 99.99%
and is caused by the Contractor’s failure to meet its responsibilities under
this Contract, Inmarsat shall be entitled to retain or recover USD 5,000
per 0.01% as Unavailability Remedies. The cumulative period of unavailability
shall not include planned or unplanned outages and agreed acceptance periods.
The total amount of Unavailability Remedies per month per CN shall not exceed US$20,000
for availability down to 99.95%.


 


Inmarsat
shall be entitled to reduce the payment due to Contractor under the Payment Plan in accordance with Annex D
hereto at the end of each Warranty Year by the total cumulative amount of
Unavailability Remedies.


 


2.                                       Chronic Unsatisfactory Performance:  The
equipment and/or support shall be deemed to have chronic unsatisfactory performance if, in any period of twelve
(12) months, the availability of the CN provided by the Contractor drops at any
time below 99.95%, or availability is below 99.98% for three consecutive
months, not including planned or unplanned outages.  Regardless of such outages, in case the equipment and/or warranty
and support is deemed to be non-compliant with the functional requirements of
Annex A and B hereto, entitled Statement of
Work and SRS the performance shall be deemed to be a non-compliant performance.


 


C.                                     Any or all of the following remedies shall
apply in the event of any CN showing chronic
unsatisfactory performance or
non-compliant performance with the functional requirements  of Annex A and B hereto, entitled Statement of Work and SRS during the term
of this Contract and any warranty period in accordance with Article 10
entitled Warranty as to Quality or
any extension thereof pursuant to the terms of this Contract, in addition to
any other remedies available at law or under this Contract:


 


1.                                       In the event Contractor’s equipment and/or
support are chronically unsatisfactory or non-compliant, Inmarsat shall be
entitled to Unavailability Remedies not to exceed fifty percent (50%) of the
total annual warranty or maintenance payment.


 


2.                                       Notification to the Contractor that Inmarsat
wishes to continue receiving the service, in which case the parties shall
negotiate in good faith to establish lower performance standards, and new lower
charges. In the event Inmarsat determines at any time that such lower grade of
service is not adequate to meet Inmarsat’s revised operational requirements,
Inmarsat may invoke the remedy in (3) below subject to its terms.


 


3.                                       Termination for default, in which case the
Contractor shall pay the increased costs actually incurred by Inmarsat in
procuring replacement CN systems, not to exceed the Contract Value. For the
avoidance of doubt the agreed threshold for default warranting such termination
of the Contract under this Article 24C(3) is chronic unavailability of the
Contractor’s equipment and/or support resulting in availability of below 99.95%
for more than 6 (six) months in any twelve (12) month period.


 


D.                                    The following evidentiary and procedural
provision shall govern the determination of whether the performance of the
equipment has been unsatisfactory:


 


22

















 


1.                                       Inmarsat measurements, computations and
analyses shall be the basis for determining whether and for what period of time
the performance of the equipment has been unsatisfactory, and the Contractor
shall be given access to such data. Should the Contractor disagree with such
determination and have evidence to the contrary, Inmarsat shall consider such
evidence. In the event that disagreement persists, such disagreement shall be
resolved in accordance with Article 29 hereof, entitled Arbitration.


 


2.                                       Inmarsat
shall notify the Contractor in writing of Inmarsat’s determination that the
performances have been unsatisfactory as soon as possible after receipt by
Inmarsat of the data that are necessary for such determination.


 


a)                                      Any use by
Inmarsat of unsatisfactory equipment comprising the Work shall be without
prejudice to, or forfeiture of, any rights and remedies of Inmarsat under this
Contract, including, but not limited to, Inmarsat’s entitlement to Unavailability
Remedies pursuant to Paragraph B of this Article.


 


E.                                      Remedies
Following Warranty Period: It is expressly agreed between the parties
that the Unavailability Remedies shall be available to Inmarsat during the two
(2) year Warranty period as well as the Maintenance Period following expiration
of Warranty for up to eight (8) additional years.


 


Article 25:                                    Consequences of Force
Majeure


 


A.                                   The
purpose of this Article is to establish the consequences of force majeure
events preventing either party from complying with any of its obligations under
this Contract.


 


B.                                     As used in
this Article, the term “force majeure” refers to events extrinsic to this
Contract that are beyond the reasonable control of, and not attributable to
negligence or other fault of, the party relying on such events to excuse its
failure to perform.  The term does not
include strikes or other events caused by labour disputes, unless such strikes
or other events are part of national or regional disputes.


 


C.                                     The
Contractor shall not be excused from performance due to any failure to perform
by its Sub-Contractors or suppliers unless their failure to perform is due to
force majeure.


 


D.                                    Any party
whose ability to perform is affected by a force majeure event shall take all
reasonable steps to mitigate the impact of such event.


 


E.                                      If the
effect of a force majeure event is temporary, subject to Paragraph F of this
Article, the party so affected shall not be responsible for any consequent
delay, and the relevant schedule or time period shall be extended
accordingly, if and only if notice of the event is given to the other party
within seven (7) days after the event has occurred.  At the time of the initial notice of the occurrence of the event,
or as soon as possible thereafter, the party affected shall inform the other
party of the extent of the delay expected as a result of the event.


 


F.                                      In the
case of one or more force majeure events having a temporary effect on the
ability of the Contractor to comply with the schedule in Article 3
hereof, entitled Performance Schedule and
if the effect is, or will be, to delay the said schedule by more than six
(6) months, or in the case of force majeure events permanently preventing the
Contractor from complying with said schedule, Inmarsat may declare this Contract
to be terminated, in whole or in part. 
With respect to any part of the Contract that is so terminated, the
financial obligations hereunder of either party shall be determined by
negotiations between the parties or, if agreement cannot be reached, pursuant
to Article 29 hereof, entitled Arbitration.  The object of such determination shall be to
equally apportion between the parties the financial consequences of the
termination of the Contract in whole or in part, taking into account the impact
of such termination on each party, including any insurance proceeds.


 


Article 26:                                    Not used


 


23

















 


Article 27:                                    Governmental Authorizations


 


A.                                   The
Contractor shall be responsible for obtaining all governmental authorisations
necessary for the performance of the Work hereunder. For this purpose the Work
shall include without limitation the delivery of all items, documents and data
which are deliverable pursuant to any provision of this Contract, the conduct
of tests and design and progress reviews in accordance with the requirements of
this Contract and the provision of all required services.  Certification by the Contractor to Inmarsat
of the receipt of such governmental authorisations is a condition
subsequent.  Inmarsat shall be
responsible for obtaining relevant licences to operate the SAS sites and
authorisations for SAS site access.


 


B.                                     The
Contractor agrees to obtain all governmental authorisations necessary for the
performance of the Work hereunder as early as reasonably necessary.
Notwithstanding the generality of the foregoing, if the Contractor does not
certify receipt of all necessary governmental authorisations at least ninety
(90) days prior to the date such governmental authorizations are required for
the performance of the Work hereunder, and if Inmarsat nevertheless elects not
to rescind the Contract but instead to allow the Contractor to proceed with the
Work pending receipt of such authorisations, any subsequent failure of the
Contractor to obtain such authorisations shall be treated as follows:


 


(1)                                  If such failure is attributable to lack of
due diligence by the Contractor Article 20 hereof, entitled Termination for Cause, shall apply.


 


(2)                                  If the Contractor has acted with due
diligence, has notified Inmarsat in accordance with the provisions of this
Contract and its failure to obtain the necessary governmental authorizations is
attributable to causes beyond the Contractor’s reasonable control,
Article 25 hereof, entitled Consequences
of Force Majeure, shall apply.


 


3)                                      In the event of (1) above, Inmarsat shall
have no financial or other obligation to the Contractor relative to this
Contract, and any amounts previously paid by Inmarsat to the Contractor shall
be refunded with interest at the rate as set out in Article 8 hereof,
entitled Payment Terms.


 


C.                                     Without
prejudice to Paragraph A of this Article:


 


(1)                                  the exercise by Inmarsat or its technical
consultants of any rights under Article 11 hereof, entitled Access to Work in Progress and Data; and


 


(2)                                  the exercise by Inmarsat or its Designees of
any rights under Article 12 hereof, entitled Inmarsat’s Rights in Technical Data and Inventions;


 


shall be subject to applicable domestic laws
relating to the export of the subject technology.  The Contractor shall upon request exercise due diligence to
obtain any such licence as may be necessary for the exercise of any such
rights.


 


Article 28:                                    Applicable Law


 


This
Contract shall be governed by and interpreted according to the laws of England.


 


Article 29:                                    Arbitration


 


A.                                   Any
dispute that arises between the Contractor and Inmarsat in connection with this
Contract, which is not settled within thirty (30) days from the date that
either party notifies the other that such a dispute exists, or within such
longer period as may be mutually agreed upon, shall be resolved by arbitration
under the Rules of the London Court of International Arbitration in effect on
the date that the arbitration was initiated.


 


B.                                     A sole
arbitrator shall be appointed by the Court, unless the parties agree in a
particular case that the tribunal should consist of more than one arbitrator,
or unless the Court determines in view of all the circumstances of the case
that a three (3) member tribunal is appropriate.


 


24

















 


C.                                     The place
of arbitration shall be London, England.


 


D.                                    Responsibility
for paying the costs of the arbitration, including the costs incurred by the
parties themselves in preparing and presenting their cases, shall be
apportioned by the tribunal.


 


E.                                      The award
shall state the reasons upon which it is based.


 


F.                                      The award
shall be final and binding on the parties as from the date it is made.


 


G.                                     Judgement
upon the award rendered may be entered in any court having jurisdiction, or
application may be made to such court for a judicial acceptance of the award
and an order of enforcement, as the case may be.


 


H.                                    The
parties recognise that the subject matter of this Contract is unique, and that
damages may not be adequate under some circumstances.  For these reasons, the parties agree that the tribunal shall be
empowered to decree specific performance.


 


Article 30:                                    Changes


 


A.                                   At any
time during the period of this Contract, Inmarsat may request changes in the
Work, so long as such changes are within the general scope of the
Contract.  The Contractor may also
propose changes for consideration by Inmarsat.


 


B.                                     A change
request from Inmarsat must be identified as such, must be made or confirmed in
writing, and must be signed by the responsible officer identified in
Article 35 hereof, entitled Responsible
Officers.  If any other
conduct by the responsible officer or any other representative of Inmarsat is
construed by the Contractor as possibly constituting a change request or an
interpretation of the Contract requirements inconsistent with the Contractor’s
understanding of those requirements, the Contractor shall promptly notify
Inmarsat and request clarification.


 


C.                                     Within
fifteen (15) days after receiving a change request from Inmarsat, the
Contractor shall submit to Inmarsat a contract change notice in a format to be
provided by Inmarsat and in accordance with the requirements of this
Article.  On a case-by-case basis, the
Contractor may request a longer period to prepare the contract change notice,
but any request for such a longer period shall be made by the Contractor within
seven (7) days after the Contractor receives the change request.  Inmarsat shall not unreasonably withhold its
consent to a request for such a longer period, taking into account the nature
of the change request, but Inmarsat may also take into account the impact of
such an extension on the performance schedule.


 


D.                                    Whether
submitted in response to a change request initiated by Inmarsat, or initiated
by the Contractor, the contract change notice shall itemise, in a format to be
approved by Inmarsat, any impact that the change would have on the technical
requirements, price, performance schedule, or other terms and conditions of
this Contract.  Where appropriate, the
contract change notice shall also suggest any revised language for the
Contract, including any of its Annexes that would be necessary to implement the
change.


 


E.                                      Any claim
by the Contractor for adjustment of the technical requirements, price,
performance schedule, or other terms and conditions of this Contract,
attributable to a change, shall be deemed waived unless asserted in the
contract change notice.


 


F.                                      If the
cost of any materials that would be made obsolete as a result of a change is
included in the Contractor’s claim for adjustment:


 


(1)                                  To the extent that such materials have
resale, reuse, or salvage value to the Contractor or its Sub-Contractors or
suppliers, Inmarsat shall be entitled to a credit.


 


(2)                                  If such materials have no such resale, reuse,
or salvage value, Inmarsat shall have the right to prescribe their manner of
disposition.


 


25

















 


G.                                     After
Inmarsat receives a sufficiently detailed contract change notice, and after any
negotiations with respect to the adjustments claimed by the Contractor, the
following outcomes are possible:


 


(1)                                  Inmarsat may decide not to proceed with
implementation of the change.


 


(2)                                  Inmarsat may decide to implement the change,
in which case:


 


(a)                                  If the parties have reached agreement about
the adjustments to be made in the Contract, the Contractor shall proceed with
implementation as agreed.


 


(b)                                 If the parties are unable to reach such an
agreement, the provisions of Article 29 hereof, entitled Arbitration, shall apply.


 


(c)                                  Pending any negotiations and/or arbitration,
Inmarsat may direct the Contractor to proceed with implementation of the
change, subject to any adjustments subsequently agreed or awarded.


 


H.                                    Inmarsat
may also direct the Contractor to proceed with implementation of a change prior
to preparation of a complete contract change notice, subject to any adjustments
subsequently agreed or awarded.


 


I.                                         Inmarsat’s
right to direct the Contractor to proceed with the implementation of a change
pursuant to Paragraph G (2)(c) or H of this Article shall be subject to
the Contractor’s ability to do so, taking into account the resources,
facilities, supplies, and services available to it, and may also be subject to
a stipulated financial limit.


 


Article 31:                                    Key Personnel


 


A.                                   The
Contractor agrees that those individuals identified in Annex F hereto, entitled
Key Personnel, are necessary for
the successful completion of the Work to be performed under this Contract.


 


B.                                     Such Key
Personnel shall not be removed from the performance of the Work under this
Contract unless replaced with personnel of substantially equal qualifications
and ability.  Inmarsat shall have the
right to review the qualifications of any proposed replacements and, if for
good and sufficient reasons Inmarsat deems such personnel to be unsuitable,
Inmarsat may require the Contractor to offer alternative candidates.


 


C.                                     Notwithstanding
its role in approving key personnel and their replacements, Inmarsat shall have
no supervisory control over their Work, and nothing in this Article shall
relieve the Contractor of any of its obligations under this Contract, or of its
responsibility for any acts or omissions of its personnel.


 


Article 32:                                    Key Sub-Contractors


 


A.                                   The
Contractor agrees that those Sub-Contractors identified in Annex G hereto,
entitled Key Sub-Contractors, are
necessary for the successful completion of the Work to be performed under this
Contract.


 


B.                                     The
Contractor hereby agrees to use its best efforts to enter into subcontracts
with these Key Sub-Contractors.  If, for
any reason, the Contractor is unable to enter into subcontracts with any of
these Key Sub-Contractors, or such subcontracts are entered into and are
subsequently terminated, the Contractor shall replace such Key Sub-Contractors
with Sub-Contractors of substantially equal qualifications and ability
acceptable to Inmarsat.


 


C.                                     The
Contractor shall enter into no other subcontracts having a value in excess of
United States Dollars one million (US$1,000,000.00) without the prior express
approval of Inmarsat.


 


D.                                    Nothing in
this Article shall relieve the Contractor of its responsibility for the
performance, in accordance with this Contract, of the subcontracted Work.


 


26

















 


Article 33:                                    Technical Data Deposit


 


A.                                   The Contractor
agrees that, no later than at the Final
Acceptance Date as defined in Article 6 herein, entitled Final Acceptance, shall it deliver to
Inmarsat one complete copy of all software, including without limitation, all
supporting software documentation.  The
Contractor shall also deliver to Inmarsat all design documentation, design
drawings and notes, manufacturing production and process information. The
Contractor shall deliver the source code and source software to an escrow agent
subject to, and as agreed in, a source code escrow agreement in a form to be
agreed between the parties in good faith as soon as possible after the date of
this Contract and in any event no later than 30 days after such date.


 


B.                                     The
software, documentation, design and manufacturing information and so forth
referred to in Paragraph A of this Article 33 shall be updated annually or
at differing intervals upon Inmarsat’s request.


 


C.                                     The
software, documentation, design and manufacturing information and so forth
referred to in Paragraph A. of this Article 33 shall include off the shelf
third party software which is included as part of the CN to the extent that the
Contractor has the right to include it.


 


D.                                    In the
event of the Contractor’s default or Inmarsat’s termination of this Contract as
determined in accordance with this Contract or in the event of the Contractor’s
insolvency or in any other circumstances where the Contractor is unwilling or
unable to manufacture, maintain or support on reasonable terms and conditions
the CN, their improvements and modifications, then Inmarsat shall be entitled
(without prejudice to any other rights hereunder) to obtain and non-exclusively
enjoy without restriction, full, royalty-free, worldwide use of the source
code, source software and supporting software, design documentation, design
drawings and notes, manufacturing production and process information.


 


Article 34:                                    Assignment of Contract


 


A.                                   The
Contractor shall not assign or delegate, either in whole or in part, this
Contract or any of the Contractor’s rights, duties, or obligations hereunder to
any person or entity without the prior express approval of Inmarsat, which
shall be at Inmarsat’s sole discretion.


 


B.                                     Notwithstanding
any conditions under which Inmarsat may grant such approval, the Contractor
shall remain a guarantor to Inmarsat of the performance of the assigned or
delegated duties and obligations in accordance with this Contract and all
applicable laws.


 


C.                                     Inmarsat
shall be entitled to assign or novate this Contract, or any part thereof,
and/or any rights or obligations or any deliverable items hereunder at any time
freely to its ultimate holding company or any subsidiary of such holding
company.  Inmarsat shall be entitled to
assign or novate this Contract, or any part thereof, and/or any rights or
obligations or any deliverable items hereunder to any other third party or
third parties subject only to such third party or parties having, in the
reasonable opinion of the Contractor, sufficient financial resources to meet
its payment obligations hereunder, such opinion not to be unreasonably withheld
or delayed. Such right may be exercisable on more than once occasion.  For the avoidance of doubt, should Inmarsat
assign or novate the Contract or any part thereof as aforesaid to a third party
or parties, such third party or parties shall have all rights under this
Contract necessary to use, maintain, modify, repair or otherwise enjoy the
benefit of any deliverable item including but not limited to the right to
exercise any option hereunder.  Insofar
as any such option is stated with an indivisible price then such option shall
be apportioned between those exercising the same.


 


D.                                    The
Contractor hereby acknowledges that Inmarsat may wish to exercise the rights
provided for in Article 34.C., among other things, so as to transfer the
Work to a third party or parties either in whole or in divisible parts.  In such event, both parties agree to act in
good faith to minimise any adverse consequences on the Work.  Inmarsat shall, if necessary, assist any
such third party or parties with necessary technical resource should such
transfer take place prior to delivery of the Work.  Insofar as any additional rights are required under the Contract
to achieve or implement such transfer then the Contractor agrees to negotiate
in good faith the grant of such rights on reasonable terms and conditions.


 


27

















 


Article 35:                                    Responsible Officers


 


The responsible officers of the parties may be
changed from time to time by notice to the other party.  Until further notice, the responsible
officer for Inmarsat shall be Mr Tommy Smith, and for the Contractor, Mr Ian
Hoddle.


 


Article 36:                                    Communications


 


A.                                   All
notices, reports, invoices and other correspondence to be provided to Inmarsat
or the Contractor pursuant to this Contract shall be sent for the attention of
the responsible officers referred to in Paragraph A of Article 35 hereof,
entitled Responsible Officers, at
the following addresses:


 


	
  INMARSAT:

  	
   

  	
  CONTRACTOR:

  
	
  Inmarsat
  Ltd

  	
   

  	
  Ericsson
  Limited

  
	
  99
  City Road

  	
   

  	
  Ericsson
  Way - Burgess Hill

  
	
  London
  EC1Y 1AX

  	
   

  	
  West
  Sussex RH15 9UB

  
	
  England

  	
   

  	
  England

  



 


B.                                     All
communications pertinent to this Contract shall be made or confirmed in
writing, including telegram, telex, facsimile or electronic mail.


 


C.                                     All
documentation and communications required under this Contract shall be in the
English language.


 


Article 37:                                    Time Limits


 


Any
time limits to which this Contract binds the Contractor or Inmarsat shall be
counted in calendar days from the day following that of the event marking the
start of the time limit, and shall end on the last day of the period laid
down.  When the last day of a time limit
is a Saturday or Sunday, or a legal holiday in the country in which the
particular contractual performance is required, such time limit shall be
extended to the first Working day following.


 


Article 38:                                    Order of Precedence


 


Should
any conflict arise between any Annex hereto and the terms and conditions of
this Contract, the terms and conditions of this Contract shall take precedence.


 


Article 39:                                    Waiver


 


No relaxation forbearance delay or indulgence
by either party in enforcing any of the terms and conditions of this Contract
or the granting of time by either party to the other shall prejudice affect or
restrict the rights and powers of the said party nor shall any waiver by either
party of any breach hereof operate as a waiver of or in relation to any
subsequent or any continuing breach hereof.


 


Article 40:                                    Options


 


In addition to the Scope of Work set out in
Article 1 hereto, Inmarsat shall have the following options available for
exercise (the following terms as defined in the SOW):


 


A.                                   Tasks
related to the design, development, fabrication, integration, testing and
delivery of the SMA subsystem


 


1.                                       Unified
Messaging architecture (UMS). This Option shall be available to Inmarsat from
EDC plus 6 months.


 


B.                                     Tasks
relating to design, development, fabrication, integration, testing and delivery
of optional equipment and Services


 


1.                                       CN
subsystem as detailed in B above, at an additional SAS site . This Option shall
be made available from EDC until June 2002 if the CN subsystem is to be
made available by Service Launch date.


 


28

















 


2.                                       Support
for Inmarsat Overall BGAN System Integration activities (man/day rates); This
Option shall be made available throughout the lifetime of the Contract


 


3.                                       Annually
renewable maintenance support for the CN equipment, including hardware and
software. This Option shall be available to Inmarsat from EDC until twenty four
months from Final Acceptance.


 


4.                                       Technical
support to BGAN RAN Manufacturer for development of (Iu) interface (Man-day
rates). This Option shall be made available throughout the lifetime of the
Contract


 


Article 41.                                     Warranty Support and
Maintenance Support


 


A.                                   The warranty and maintenance support shall be
in accordance with Article 10 hereto, entitled Warranty as to Quality. 
Article 42 hereto, entitled Spares,
and Section 10 of Annex A hereto, entitled Statement of Work.


 


B.                                     Upon expiry of the two (2) year warranty
period referred to in Article 10 hereof, entitled Warranty as to Quality, the Contractor
shall at Inmarsat’s option provide further annual maintenance and support as
set out in Annex A hereto, entitled Statement
of Work, in Annex C hereto, entitled Price Breakdown, Annex D hereto, entitled Payment Plan, and Annex E hereto, entitled Warranty and Maintenance Plan.  Inmarsat shall exercise its option for
annual maintenance and support at least three (3) months prior to expiration of
the two year warranty period.  Warranty
and Maintenance shall be annually renewable at the sole option of
Inmarsat.  Such option to renew shall be
notified to Contractor at least three (3) months prior to the expiration date of
each annual maintenance period.


 


C.                                     The baseline annual maintenance price is TBD,
subject to annual increases in line with the formula provided under Annex C,
entitled Price Breakdown.


 


Article 42.                                     Spares


 


The
Contractor shall guarantee the availability for a minimum of ten (10) years
from the date of Final Acceptance of all necessary spare parts, or in the event
of obsolescence provide similar equipment which meets the specifications of the
Contract, for the deliverable equipment as specified in Annex A hereto,
entitled Statement of Work.


 


Article 43:                                    Entire Agreement


 


This
Contract constitutes the entire agreement between the parties with respect to
the subject matter hereof, and supersedes all prior or contemporaneous
correspondence, representations, proposals, negotiations, understandings, or
agreements of the parties, whether oral or written.  The parties also hereby acknowledge that there are no collateral
contracts between them with respect to the subject matter hereof. This
Contract may be signed in counterparts and each original counterpart shall be
deemed binding on each party collectively and individually.  A
person who is not a party to this Contract has no rights under the Contracts
(Rights of Third parties) Act 1999 to enforce any term of this Contract but
this does not affect any right or remedy of a third party which exists or is
available apart from that Act or any right of a party to this Contract to
enforce any term of this Contract for and on behalf of such third party where
applicable.


 


IN WITNESS WHEREOF, the parties hereto have signed this Contract in duplicate.


 


	
  CONTRACTOR

  	
   

  	
  INMARSAT

  
	
   

  	
   

  	
   

  
	
  BY:

  	
   

  	
   

  	
   

  	
  BY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Typed Name:

  	
   

  	
   

  	
   

  	
  Typed Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
												



 


29

















 


	
  

  	
   

  	
  INM-CO/01-2981/TS
10/05/2004

  



 


Annex A


 


Statement
of Work


 


Confidential &
Proprietary


 


1

















 


	
  

  	
  RFP 1088/HC

  	
  Broadband Global Area
  Network

  Core Network (CN)

  STATEMENT OF WORK

  



 


 


Inmarsat 4


 


 


BROADBAND
GLOBAL AREA NETWORK (BGAN)




CORE
NETWORK (CN) AND SERVICE MANAGEMENT ARCHITECTURE (SMA)




 


ANNEX A -
STATEMENT OF WORK


 


 


The information contained
herein is confidential and proprietary to Inmarsat, and may not be used,
reproduced, or disclosed to others except for the purpose of responding to this
RFP.  The recipient of this information,
by its retention and use agrees to protect this document and the information
contained herein from loss, theft or compromise.


 


INMARSAT


 


99 City Road, London EC1Y
1AX, United Kingdom


 


Tel: 020 7728-1000   Fax: 020 7728-1702


 


 


Inmarsat Proprietary and
Confidential

Use, duplication or disclosure of this document or any information contained
herein is subject to the restrictions of the

title page.


 


1

















 


DOCUMENT STATUS PAGE


 


 


	
  Issue

  	
   

  	
  Update

  	
   

  	
  Date

  	
   

  	
  Amendment Summary

  
	
  A

  	
   

  	
  N/A

  	
   

  	
  Mar 01

  	
   

  	
  Initial Issue for comments

  
	
  B

  	
   

  	
  N/A

  	
   

  	
  Apr 01

  	
   

  	
  Amended based on internal review comments

  
	
  1

  	
   

  	
  0

  	
   

  	
  Jun 01

  	
   

  	
  Amended based on responses to RFI

  
	
  1

  	
   

  	
  1

  	
   

  	
  Sep 01

  	
   

  	
  Revised draft for negotiations

  
	
  2

  	
   

  	
  0

  	
   

  	
  Oct 01

  	
   

  	
  Final version for contract

  



 


2

















 


TABLE OF
CONTENTS


 


	
  1.

  	
   

  	
   

  	
  INTRODUCTION

  	
  5

  
	
   

  	
  1.1

  	
   

  	
  PURPOSE AND SCOPE

  	
  5

  
	
   

  	
  1.2

  	
   

  	
  DOCUMENT HIERARCHY

  	
  5

  
	
   

  	
  1.3

  	
   

  	
  DEFINITION
  METHODOLOGY

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
   

  	
  OVERALL FRAMEWORK

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
   

  	
  CONTRACTOR RESPONSIBILITIES

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
   

  	
  INMARSAT RESPONSIBILITIES

  	
  12

  
	
   

  	
  4.1

  	
   

  	
  INMARSAT RESPONSIBILITIES

  	
  12

  
	
   

  	
  4.2

  	
   

  	
  INMARSAT
  FURNISHED ITEMS

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
   

  	
  PROJECT AND
  SCHEDULE CONTROL

  	
  14

  
	
   

  	
  5.1

  	
   

  	
  PROJECT
  PLANNING AND CONTROL

  	
  14

  
	
   

  	
  5.2

  	
   

  	
  REVIEW MEETINGS

  	
  14

  
	
   

  	
   

  	
  5.2.1

  	
   

  	
  Milestone Review Meetings

  	
  14

  
	
   

  	
   

  	
  5.2.2

  	
   

  	
  Progress Reporting

  	
  23

  
	
   

  	
   

  	
  5.2.3

  	
   

  	
  Extraordinary
  Management Meetings

  	
  24

  
	
   

  	
  5.3

  	
   

  	
  PROJECT SCHEDULING

  	
  24

  
	
   

  	
  5.4

  	
   

  	
  PROJECT TEAM

  	
  25

  
	
   

  	
  5.5

  	
   

  	
  LOCATION OF THE WORK

  	
  25

  
	
   

  	
  5.6

  	
   

  	
  INMARSAT
  RIGHT OF ACCESS

  	
  25

  
	
   

  	
  5.7

  	
   

  	
  CONTRACTOR
  REPRESENTATION AT INMARSAT

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
   

  	
  QUALITY AND
  CONFIGURATION CONTROL

  	
  27

  
	
   

  	
  6.1

  	
   

  	
  QUALITY ASSURANCE

  	
  27

  
	
   

  	
  6.2

  	
   

  	
  QUALITY CONTROL

  	
  27

  
	
   

  	
  6.3

  	
   

  	
  RELIABILITY

  	
  28

  
	
   

  	
  6.4

  	
   

  	
  CONFIGURATION MANAGEMENT

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
   

  	
  TEST AND INTEGRATION

  	
  29

  
	
   

  	
  7.1

  	
   

  	
  GENERAL TEST REQUIREMENTS

  	
  29

  
	
   

  	
  7.2

  	
   

  	
  UNIT TESTING

  	
  30

  
	
   

  	
  7.3

  	
   

  	
  INTEGRATION TESTING

  	
  30

  
	
   

  	
  7.4.

  	
   

  	
  BGAN
  SERVICE DEMONSTRATION AND SYSTEM INTEGRATION

  	
  30

  
	
   

  	
  7.5

  	
   

  	
  FACTORY AND SITE ACCEPTANCE TESTING

  	
  31

  
	
   

  	
   

  	
  7.5.1

  	
   

  	
  Acceptance Criteria

  	
  32

  
	
   

  	
   

  	
  7.5.2

  	
   

  	
  Factory Acceptance
  Tests (FAT)

  	
  33

  
	
   

  	
   

  	
  7.5.3

  	
   

  	
  Site Acceptance Testing
  (SAT)

  	
  33

  
	
   

  	
   

  	
  7.5.4

  	
   

  	
  On-site CN
  Integration Testing (for SAS1)

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
   

  	
  DELIVERY AND INSTALLATION

  	
  35

  
	
   

  	
  8.1

  	
   

  	
  SITE SURVEYS

  	
  35

  
	
   

  	
  8.2

  	
   

  	
  EQUIPMENT DELIVERY
  PREPARATION

  	
  35

  
	
   

  	
  8.3

  	
   

  	
  EQUIPMENT
  TRANSPORTATION AND SHIPMENT

  	
  36

  
	
   

  	
  8.4

  	
   

  	
  SITE INSTALLATION
  AND INTEGRATION

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
   

  	
  TRAINING (IF PROCURED)

  	
  37

  
	
   

  	
  9.1.

  	
   

  	
  GENERAL
  REQUIREMENTS

  	
  37

  
	
   

  	
  9.2.

  	
   

  	
  OPERATOR TRAINING
  REQUIREMENTS

  	
  37

  
	
   

  	
  9.3.

  	
   

  	
  ENGINEERING TRAINING
  REQUIREMENTS

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
   

  	
  WARRANTY
  AND MAINTENANCE

  	
  40

  
	
   

  	
  10.1

  	
   

  	
  GENERAL REQUIREMENTS

  	
  40

  
	
   

  	
  10.2

  	
   

  	
  WARRANTY AND SUPPORT
  REQUIREMENTS

  	
  40

  
	
   

  	
  10.3

  	
   

  	
  SUPPORT DURING
  WARRANTY AND MAINTENANCE

  	
  41

  
	
   

  	
   

  	
  10.3.1

  	
   

  	
  Provisioning of Spares

  	
  41

  
	
   

  	
   

  	
  10.3.2

  	
   

  	
  Maintenance Plan

  	
  41

  
	
   

  	
  10.4

  	
   

  	
  WARRANTY AND MAINTENANCE PROCEDURES

  	
  42

  
	
   

  	
   

  	
  10.4.1

  	
   

  	
  Warranty
  and Maintenance Support And Fault Reporting

  	
   

  
	
   

  	
  10.5.

  	
   

  	
  TELEPHONE
  ON-CALL TECHNICAL WARRANTY AND MAINTENANCE SUPPORT

  	
  42

  
	
   

  	
  10.6.

  	
   

  	
  FAULT REPORTING

  	
  43

  
	
   

  	
  10.7.

  	
   

  	
  ON-SITE ATTENDANCE

  	
  43

  



 


3

















 


	
   

  	
  10.8.

  	
   

  	
  PROBLEM RESOLUTION

  	
  44

  
	
   

  	
   

  	
  10.8.1

  	
   

  	
  P1 Resolution

  	
  44

  
	
   

  	
   

  	
  10.8.2

  	
   

  	
  P2 Resolution

  	
  44

  
	
   

  	
   

  	
  10.8.3

  	
   

  	
  Regression Testing

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.9.

  	
   

  	
  STATUS REPORTING

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.10

  	
   

  	
  WARRANTY AND
  MAINTENANCE CHANGE CONTROL

  	
  45

  
	
   

  	
   

  	
  10.10.1

  	
   

  	
  Document Updates

  	
  45

  
	
   

  	
   

  	
  10.10.2.

  	
   

  	
  Software and Hardware
  Updates

  	
  45

  
	
   

  	
   

  	
  10.10.3

  	
   

  	
  Consolidated Software
  Releases

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.11

  	
   

  	
  RELEASE CONTROL

  	
  46

  
	
   

  	
  10.12.

  	
   

  	
  SUPPORT ACTIVITIES

  	
  47

  
	
   

  	
   

  	
  10.12.1

  	
  FIELD ACTIVITY

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
   

  	
  DELIVERABLE DOCUMENTATION

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
   

  	
  APPLICABLE STANDARDS

  	
  57

  
	
   

  	
  12.1.

  	
   

  	
  SITE REQUIREMENTS

  	
  57

  
	
   

  	
  12.2

  	
   

  	
  ENVIRONMENTAL
  CONDITIONS

  	
  58

  
	
   

  	
  12.3

  	
   

  	
  HEALTH AND SAFETY

  	
  58

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
   

  	
  TEST FACILITIES

  	
  59

  
	
   

  	
  13.1.

  	
   

  	
  REFERENCE
  TEST BED (RTB) AT CONTRACTOR FACILITIES

  	
  59

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
   

  	
  SYSTEM INTEGRATION EFFORT

  	
  60

  
	
   

  	
  14.1

  	
   

  	
  BGAN DEVELOPMENT
  COORDINATION FORUM

  	
  60

  
	
   

  	
  14.2

  	
   

  	
  ACCESS TO REFERENCE TEST
  BED

  	
  60

  
	
   

  	
  14.3

  	
   

  	
  BGAN GROUND
  NETWORK INTEGRATION SUPPORT

  	
  60

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  APPENDIX A - ABBREVIATIONS

  	
  61

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  APPENDIX B - ICD CHANGE
  CONTROL BOARD

  	
  63

  



 


4

















 


1.              INTRODUCTION


 


1.1                               Purpose and Scope


 


This Statement of Work (SOW) defines the work to be performed by
the Contractor for the Inmarsat Broadband Global Area Network (BGAN) Core Network (CN) subsystem. The scope of the BGAN CN is
aligned with the UMTS CN definition (Release 4), as defined in specifications
being developed by the 3GPP forum for ETSI.


 


The technical and operational requirements for
the CN subsystem are given in the CN and SMA System Requirements Specification
(SRS) document. As indicated in
the SRS the CN comprises of the relevant equipment for the:


 


•                                          SAS
Serving Network


 


•                                          BGAN Home
Network


 


•                                          SAS
Transit Network


 


This SOW is also applicable to the BGAN Service
Management Architecture (SMA)
subsystem that represents a service creation and delivery platform for BGAN
services. At present this element is optional meaning that if the option is
exercised then the work to be performed for the SMA will be as also defined in
this SOW.


 


The technical and operational requirements for
the SMA subsystem are also given in the CN and SMA System Requirements
Specification (SRS) document.


 


The System Overview Document (SOD) is an information document which
outlines the overall scope of the BGAN system, of which the CN is a mandatory
part. The SMA will form a part of the system if the option is later exercised.


 


1.2                               Document Hierarchy


 


This SOW concerns the design, development,
implementation and test of all equipment and interfaces required to deliver the
CN and SMA (if procured) into the BGAN ground architecture.


 


The contract documentation has been structured
as indicated in Table 1, containing mandatory or guidance information as
identified.


 


	
  Document

  	
   

  	
  Type

  	
   

  	
  Content
  Summary

  
	
  Statement
  of Work (SOW)

  	
   

  	
  Mandatory

  	
   

  	
  Outlines
  how the work is to be organised, managed and controlled.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  System
  Requirements Specification (SRS)

  	
   

  	
  Mandatory

  	
   

  	
  Identifies
  the technical and operational requirements for the work.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  System
  Overview Document (SOD)

  	
   

  	
  Guidance

  	
   

  	
  Outlines
  the overall scope of the BGAN system development, of which this contract is a
  part.

  



 


Table 1: CN (and SMA) Documentation Hierarchy


 


5

















 


1.3                               Definition Methodology


 


The meaning of the following terms is
appropriate throughout this SOW and its subsidiary documents:


 


	
  Shall

  	
   

  	
  Represents a mandatory requirement that must
  be implemented in full by the Contractor or Inmarsat as noted.

  
	
   

  	
   

  	
   

  
	
  Should

  	
   

  	
  Represents a desirable requirement whose
  implementation (in full or in part) is considered advantageous to the
  service.

  



 


Text that does not contain either shall or should is to be
considered as background information, provided to explain further the rational
behind the overall Programme and requirements placed.


 


6

















 


2.              OVERALL FRAMEWORK


 


1.                                       The
Contractor shall be fully
responsible for all tasks related to the design, development, fabrication,
integration, testing (both in-factory and on-site), and delivery of the CN
subsystem.


 


2.                                       The CN
subsystem consists of a number of key Core Network Equipment (CNE), installed
at two designated Satellite Access Station (SAS) site locations, including:


 


i.                                          Serving
network equipment including the Mobile Switching Centre/Visitor Location
Register (MSC/VLR) server, Serving GPRS Support Node (SGSN) and internal Media
Gateways (MGW) at each SAS site


 


ii.                                       Transit
network equipment including Gateway MSC (GMSC), Gateway GPRS Support Node
(GGSN), border Media Gateway (MGW)/Inter-working Units and any associated
signalling equipment at each SAS site


 


iii.                                    Home
Location Register (HLR), Authentication Centre (AuC), Equipment Identity
Register (EIR) and any associated signalling gateway equipment at the Inmarsat
NOC


 


iv.                                   Charging
Gateway Function (CGF) and Service Provisioning Function (SPF) equipment at the
Inmarsat Business Operations Centre (BOC)


 


v.                                      Operational
Support Systems at the SAS (including synchronisation equipment)


 


vi.                                   Signalling
network equipment required to support SS7 signalling between the respective
network switching subsystems.


 


vii.                                Lawful
Interception System (LIS) for both SAS sites (including the upgrade of the
EE-PMC site LIS), the NOC and BOC


 


viii.                             Emergency
Call Handling Centre (ECC)


 


ix.                                     System
management equipment including RADIUS server, Domain Name Server (DNS) and
Dynamic Host Configuration Protocol (DHCP) server equipment


 


x.                                        Site LAN
Infrastructure (SLI)


 


xi.                                     Real-time
Charging architecture, including the Charging Control Node (CCN)


 


xii.                                  Cell
Broadcast Management Centre (BMC)


 


xiii.                               Location
Services architecture (LCS)


 


xiv.                              Short
Message Service architecture (SMS)


 


xv.                                 Training
courses of both types, Operators and Engineers


 


xvi.                              Electric
power supply for all provided CN equipment.


 


xvii.                           Implementation
and integration of the Inmarsat proprietary voice codec into the CN equipment


 


3.                                       The
Contractor shall be fully
responsible for all tasks related to the design, development, fabrication, integration,
testing, and delivery of the following BGAN SMA elements (if procured).  The BGAN SMA consists of a selected set


 


7

















 


of capabilities from the following list,
installed at the Inmarsat BOC which may be exercised as individual options in
the contract:


 


i.                                          Unified
Messaging architecture (UM)


 


4.                                       The
Contractor shall be fully
responsible for all tasks related to the following optional equipment (design,
development, fabrication, integration, testing and delivery) and services (if
procured), to be exercised as individual options in the contract :


 


i.                                          CN
subsystem as detailed in 2) above, at an additional SAS site


 


ii.                                       Support
for Inmarsat Overall BGAN System Integration activities (man/day rates);


 


iii.                                    Technical
support to BGAN RAN manufacturer for development of CN (Iu) interface (man-day
rates);


 


iv.                                   Annually
renewable maintenance support for the CN equipment, including hardware and
software


 


v.                                      Repeat
training courses for Operators and Engineers


 


5.                                       The
Contractor shall be responsible
for all programme management tasks including formal reporting to Inmarsat on
Programme status.


 


6.                                       The
Contractor shall plan for the work
being conducted in accordance with the contractual milestones and associated
schedule identified in Table 2 for the CN elements, and for the BGAN SMA
elements if procured within EDC+2 months. 
The milestone schedule in Table 3 shall
apply if the BGAN SMA elements are procured within EDC+6 months.  The Contractor should make best efforts to advance the schedule by one
month, especially for the milestones in 2003.


 


7.                                       Inmarsat
approval shall be required for
successful completion of all contractual milestones defined in Table 2 and
Table 3 (if the SMA option is exercised).


 


8.                                       Final
acceptance of the work shall be
based on the completion of all contractual requirements.


 


9.                                       The
Contractor shall enter the
warranty period and subsequent maintenance arrangements upon completion of the
Final Acceptance.


 


10.                                 Inmarsat
will chair a Change Control Board (CCB) consisting of representatives of all
contracted BGAN equipment manufacturers (RAN, CN, SMA, UT, BSS and DCN) which
will be responsible for agreement of changes to all Interface Control Documents
(ICDs), including the CN-RAN Iu interface. The CN contractor shall be required to participate and
contribute as needed to the CCB throughout the contract period.  The draft guidelines for the conduct of the
CCB are given in Appendix B.


 


8

















 


11.                                 The
Contractor shall participate and
contribute to the BGAN Development Coordination Forum, in accordance with the
requirements in section 14.1.  The
BGAN DCF will be chaired by Inmarsat.


 


 


 


	
  No.

  	
   

  	
  CN Milestone Activity

  	
   

  	
  Required Completion Date

  
	
  1)

  	
   

  	
  Kick-off Review (KOR)

  	
   

  	
  Effective Date of Contract (EDC) + 1 month

  
	
  2)

  	
   

  	
  Preliminary Design Review (PDR)

  	
   

  	
  EDC + 5 months

  
	
  3)

  	
   

  	
  Final Design Review (FDR)

  	
   

  	
  EDC + 9 months

  
	
  4)

  	
   

  	
  CN-site Reference Test Bed (RTB) Ready - UMTS
  Release 4

  	
   

  	
  EDC + 16 months

  
	
  5)

  	
   

  	
  SAS1 Site Readiness Review (SRR)

  	
   

  	
  EDC + 14 months

  
	
  6)

  	
   

  	
  Factory Acceptance Test Review (FATR)

  	
   

  	
  EDC + 18 months

  
	
  7)

  	
   

  	
  SAS1 On-site CN Integration Review

  	
   

  	
  EDC + 21 months

  
	
  8)

  	
   

  	
  SAS1 Site Acceptance Test Review (SATR)

  	
   

  	
  EDC + 24 months

  
	
  9)

  	
   

  	
  SAS2 Site Readiness Review (SRR)

  	
   

  	
  EDC + 16 months

  
	
  10)

  	
   

  	
  SAS2 Site Acceptance Test Review (SATR)

  	
   

  	
  EDC + 25 months

  
	
  11)

  	
   

  	
  SAS3 Site Readiness Review (SRR) - (if
  procured)

  	
   

  	
  EDC + 18 months

  
	
  12)

  	
   

  	
  SAS3 Site Acceptance Test Review (SATR) - (if
  procured)

  	
   

  	
  EDC + 26 months

  
	
  13)

  	
   

  	
  BOC Site Readiness Review (SRR)

  	
   

  	
  EDC + 17 months

  
	
  14)

  	
   

  	
  BOC Factory Acceptance Test Review (FATR)

  	
   

  	
  EDC + 20 months

  
	
  15)

  	
   

  	
  BOC Site Acceptance Test Review (SATR)

  	
   

  	
  EDC + 22 months

  
	
  16)

  	
   

  	
  NOC Site Readiness Review (SRR)

  	
   

  	
  EDC + 17 months

  
	
  17)

  	
   

  	
  NOC Factory Acceptance Test Review (FATR)

  	
   

  	
  EDC + 20 months

  
	
  18)

  	
   

  	
  NOC Site Acceptance Test Review (SATR)

  	
   

  	
  EDC + 23 months

  
	
  19)

  	
   

  	
  CN System Final Acceptance

  	
   

  	
  EDC + 27 months

  



 


Table 2: BGAN CN Milestone Schedule


 


9

















 


	
  No.

  	
   

  	
  Milestone Activity

  	
   

  	
  Required Completion Date

  
	
  1)

  	
   

  	
  Kick-off Review (KOR)

  	
   

  	
  TBD

  
	
  2)

  	
   

  	
  Preliminary Design Review (PDR)

  	
   

  	
  TBD

  
	
  3)

  	
   

  	
  Final Design Review (FDR)

  	
   

  	
  TBD

  
	
  4.)

  	
   

  	
  BGAN Service Management BOC/SAS Site
  Readiness Review (SRR)

  	
   

  	
  TBD

  
	
  5)

  	
   

  	
  BGAN Service Management Services Factory
  Acceptance Test Review (FATR)

  	
   

  	
  TBD

  
	
  6)

  	
   

  	
  BGAN Service Management BOC/SAS Site
  Acceptance Test Review (SATR)

  	
   

  	
  TBD

  
	
  7)

  	
   

  	
  SP Hosted PSE Management Services BOC Site
  Readiness Review (SRR)

  	
   

  	
  TBD

  
	
  8)

  	
   

  	
  SP Hosted PSE Management Services Factory
  Acceptance Test Review (FATR)

  	
   

  	
  TBD

  
	
  9)

  	
   

  	
  SP Hosted PSE Management Services BOC Site
  Acceptance Test Review (SATR)

  	
   

  	
  TBD

  
	
  10)

  	
   

  	
  BGAN Service Creation Environment BOC Site
  Readiness Review (SRR)

  	
   

  	
  TBD

  
	
  11)

  	
   

  	
  BGAN Service Creation Environment Factory
  Acceptance Test Review (FATR)

  	
   

  	
  TBD

  
	
  12)

  	
   

  	
  BGAN Service Creation Environment BOC Site
  Acceptance Test Review (SATR)

  	
   

  	
  TBD

  
	
  13)

  	
   

  	
  SMA System Final Acceptance

  	
   

  	
  EDC + 27 months

  



 


Note: Milestones will be finalized when option is exercised.


 


Table 3: BGAN SMA Milestone Schedule


 


10

















 


3.              CONTRACTOR RESPONSIBILITIES


 


This Section defines the equipment and
services to be provided under this Contract.


 


1.                                       The
Contractor shall deliver, install
and commission the Core Network Equipment (CNE) compliant with ETSI UMTS
Release 4 specifications to the:


 


1.1.                              Two (2)
physical SAS sites, with an additional third SAS site (if procured)


 


1.2.                              Main
Inmarsat NOC in England


 


1.3.                              Inmarsat
BOC in London, UK


 


2.                                       The
Contractor shall (if procured)
deliver, install and commission the SMA Service Based Equipment (SBE) compliant
with ETSI Release 4 specifications to the:


 


2.1.                              Main
Inmarsat NOC in England


 


2.2                                 Inmarsat
BOC in London, UK


 


2.3                                 Two (2)
SAS sites for the LIS, with an optional third SAS site


 


3.                                       The
Contractor shall ensure that the
delivered CNE is backward compatible with UT and RAN implementations compliant
with ETSI Release 97 specifications.


 


4.                                       The
Contractor shall develop or
procure test procedures and equipment for the purpose of Factory Acceptance
Tests (FAT).


 


5.                                       The
Contractor shall develop test
procedures to ensure proper integration and inter-working with other BGAN
subsystems, in accordance with the agreed Interface Control Documents (ICD),
for the purpose of Site Acceptance Tests (SAT).


 


6.                                       The
Contractor shall provide all equipment
(including cabling, installation materials, but excluding site facilities,
external connections and consumable etc.), executable software, firmware and
associated documentation necessary to build, install, configure, operate and
maintain the CN and SMA (if procured).


 


7.                                       The
Contractor shall deliver to
Inmarsat all application software, standard third party COTS software, data
definitions, databases and necessary data required for the satisfactory
operation and maintenance of all site and test equipment delivered under this
contract.


 


8.                                       The
Contractor shall be responsible
for producing site layout plans in liaison with Inmarsat (and the site
operator) showing where the equipment is to be installed, cable runs, power
layout, earth points, etc. (cf. Site Installation Document).


 


9.                                       The
Contractor shall participate in
the ICD Change Control Board (as defined in Appendix B) and the BGAN
Development Coordination Forum (as defined in section 14.1).


 


11

















 


4.              INMARSAT
RESPONSIBILITIES


 


4.1                               Inmarsat
Responsibilities


 


Inmarsat shall
be responsible for:


 


a)                                      Provisioning
of all site facilities including the building and associated infrastructure
facilities (e.g. air conditioning, mains AC and DC power, UPS, temporary
storage, site access, cable ways etc.) in readiness for equipment installation.


 


b)                                     Obtaining
necessary local SAS operating licences.


 


c)                                      Ensuring
suitable authorisation, access and co-operation for the Contractor staff, in
the event that the designated sites (including RAN development site) are not
operated by Inmarsat and in order that the Contractor can fulfil the
contractual obligations.


 


d)                                     Ensuring
that adequate precautions are in place to safeguard any Contractor equipment
whilst at the site.


 


e)                                      Providing
suitable office facilities and amenities to Contractor staff at the nominated
site plus Inmarsat HQ, including reasonable use of telecommunication services.


 


f)                                        Chairmanship
and administration of the Change Control Board, which will be responsible for
controlling changes to all Interface Control Documents (ICDs), including the Iu
interface to the RAN.


 


g)                                     Chairmanship
and administration of the Development Coordination Forum, which will be
responsible for coordination of engineering and operational matters related to
the development of the BGAN system.


 


h)                                     Leading
the efforts to establish the selected BGAN Air Interface as the standard for
the Satellite Component of UMTS/IMT2000 by the International Telecommunications
Union (ITU), the European Telecommunications Standards Institute (ETSI) and the
American National Standards Institute (ANSI).


 


i)                                         Providing
Interface Control Documents (ICD) for all external interfaces to the CN and SMA
(if procured).


 


j)                                         Making
efforts to ensure availability of other interfaces to external BGAN subsystems
at their respective on-site locations in order to support Contractor Site and
System Acceptance Testing. If certain external BGAN subsystems are not
available at the time of the scheduled acceptance then testing using appropriate
test tools will be considered acceptable.


 


k)                                      Ensuring
suitable authorisation, access and co-operation for the Contractor staff with
PSTN/ISDN and IP interconnect partners in order that the Contractor can fulfil
the contractual obligations.


 


l)                                         Ensuring
necessary commercial and legal arrangements are in place to enable
interconnection with PSTN/ISDN and IP networks.


 


To support these activities then:


 


1.                                       The
Contractor shall provide a second
draft Site Facilities Requirement Specification (SFRS) by not later than the
Preliminary Design Review (PDR), and a final SFRS by EDC + 6 months, for each
separate site into which Contractor equipment is to be delivered.


 


2.                                       The
Contractor will be given formal and sufficient access to each designated site
at installation and test time on condition that the Contractor shall:


 


12

















 


2.1                                 Notify
Inmarsat formally of the intent to visit at least two weeks before the actual
day


 


2.2                                 Undertake
to adhere to all site procedures and regulations in place at the site (e.g.
safety, security, on-site working hours, etc.).


 


4.2.                            Inmarsat Furnished Items


 


The following will be furnished by Inmarsat to
the Contractor, in accordance with the schedule indicated.


 


1.                                       Inmarsat
will furnish the following documentation and software related to the Inmarsat
proprietary voice codec algorithm, as per the schedule indicated :


 


	
  Deliverable Item

  	
   

  	
  Schedule

  
	
  High level description of voice codec
  algorithm

  	
   

  	
  EDC + 2 months

  
	
  Initial version of Fixed point C-code and
  Test vectors

  	
   

  	
  EDC + 6 months

  
	
  Low level (detailed) description of voice
  codec algorithm

  	
   

  	
  EDC + 8 months

  
	
  Final version of Fixed point C-code and Test
  vectors

  	
   

  	
  EDC + 9 months

  
	
  Optimised (95% or better) Fixed-point C-code
  for TI C54XX DSP platform

  	
   

  	
  EDC + 10 months

  
	
  Voice codec Test set (for objective testing)

  	
   

  	
  EDC + 13 months

  



 


Note: The Contractor shall demonstrate compliance with the Test vectors and Test
Set for objective performance, as well as with the subjective test criteria.


 


2.                                       Inmarsat
will furnish baseline inter-segment ICDs by KOR.


 


3.                                       Inmarsat
will provide the following network configuration data for the CN :


 


•                  Network
configuration information (eg. IP addresses)


 


•                  Numbering
plan/ranges


 


•                  Description
of third-party network elements


 


•                  Charging/billing
information (eg. Formats)


 


•                  Network
services provision (eg. SPs and range of services)


 


4.                                       Inmarsat
will advise the Contractor of SAS site locations by PDR.


 


13

















 


5.              PROJECT AND SCHEDULE CONTROL


 


5.1       Project Planning and Control


 


1.                                       .Contractor
(and subcontractor) management and development processes shall adhere to Contractor ISO-9001 (or
equivalent) processes.


 


2.                                       The
Contractor shall grant Inmarsat
the right to audit the Contractor management and development practices applied
to this contract.


 


3.                                       The
Contractor shall develop and
maintain a Project Management Plan (PMP) - based on the draft version submitted
as part of the proposal and finalised at the Kick-off Review.


 


4.                                       The PMP shall outline the various project
activities to be performed together with the control procedures that are to be
applied and project schedule (see Section 5.3).


 


5.                                       The PMP shall describe the proposed management team
structure together with the overall responsibilities (including any key
subcontractors).


 


6.                                       The PMP shall describe how the Contractor will
manage and provide visibility of all work undertaken by any key subcontractors.


 


7.                                       The
Contractor shall maintain a Risk
Management Plan.  This plan shall include risks related to both bespoke
development work, as well as relevant product line developments.


 


8.                                       The
Project Management Plan and Risk Management Plan shall be formally issued at the Kick-off Review.


 


9.                                       The
Contractor shall report status and
provide Inmarsat with any subsequent updates to the Project Management Plan and
Risk Management Plan in accordance with the contract requirements.


 


10.                                 Thereafter,
the Contractor shall maintain the
plans in line with the work being performed.


 


11.                                 The
Contractor shall maintain all
project documentation related to project planning and provide all deliverables
in electronic form.


 


5.2       Review Meetings


 


5.2.1                     Milestone Review Meetings


 


1.                                       The
Contractor shall agree the actual
time of each project milestone review meeting with Inmarsat at least one month
before the meeting.


 


2.                                       The
Contractor shall provide an agenda
for each project milestone review at least 5 working days before the meeting to
which Inmarsat may add items to discuss.


 


3.                                       The
Contractor shall plan and conduct
as a minimum the CN project review meetings defined in Table 4.


 


4.                                       The
Contractor shall plan and conduct
as a minimum, the SMA project review meetings defined in Table 5 (if procured).


 


14

















 


5.                                       The Contractor
shall agree to support additional
intermediate progress reviews during the design and implementation, if
requested to do so by Inmarsat with at least three weeks notice.


 


6.                                       The
Contractor shall be responsible
for assembling the relevant documentation and presentational material for all
project reviews.


 


7.                                       The
Contractor shall submit the
documentation to be reviewed at the meeting in accordance with the document
delivery schedule within this SOW.


 


8.                                       Inmarsat
intends to use Review Item Discrepancy (RID)
forms for feeding back comments with respect to the documentation being
reviewed. The Contractor shall
incorporate the RID mechanism into the project milestone review process.


 


9.                                       The
Contractor shall be responsible
for documenting the review proceedings and monitoring the actions placed.


 


10.                                 The
minutes shall be produced within
five working days of the meeting.


 


11.                                 Inmarsat’s
concurrence shall be sought for
the minutes of formal meetings


 


12.                                 Actions
placed shall be tracked via a
formally documented procedure.


 


13.                                 The
Contractor shall implement an
internal design review process on all hardware, firmware and software design
activities as per standard engineering practice.


 


14.                                 The
Contractor shall conduct process
compliance audits to confirm that design processes are followed.


 


15.                                 The
Contractor shall provide Inmarsat
the right to call for additional technical milestone review meetings with
reasonable advanced notice at either Inmarsat or the Contractor site if it is
felt there is a need to resolve issues expeditiously.


 


16.                                 The pass
criteria for the review meetings shall
be as follows :


 


•                  Design
Review Milestones - agreed action plans for all RIDs registered for the
milestone


 


•                  Test
Review Milestones - as per section 7.5.1, entitled Acceptance Criteria


 


15

















 


	
  No.

  	
   

  	
  Review
  Meeting

  	
   

  	
  Purpose

  	
   

  	
  Inputs

  	
   

  	
  Duration

  (Days)

  	
   

  	
  Location

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  CN KICK-OFF MEETING (KOR)

  	
   

  	
  This review shall
  include:

  

  a) Establishing communication lines and contact points for financial,
  contractual and technical matters;

  

  b) Draft management plan(s) review;

  

  c) Short-term work plan review up to PDR;

  

  d) Accommodation of Inmarsat staff at site premises;

  

  e) Review of the CN-RAN (Iu)
  Interface.

  

  f) Risk management workshop

  	
   

  	
  • Project
  Management Plan (PMP);



  • Risk
  Management Plan (RMP);



  • Quality
  Assurance Plan (QAP);



  •
  Configuration Management Plan (CMP);



  • Initial
  CN Technical Overview Description



  • First
  draft of Site Facilities Requirements Spec (SFRS)



  • CN-RAN
  Iu interface definition document.

  	
   

  	
  2

  	
   

  	
  Inmarsat

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  CN PRELIMINARY DESIGN REVIEW
  (PDR)

  	
   

  	
  This review shall
  include:



  a) Review of the CN Requirements Allocation
  and CN Functional Specification. The Contractor is required to demonstrate
  that the contractually agreed requirements have been partitioned into a
  thorough and consistent CN definition;



  b) Review of the traceability mapping between
  the contractually agreed requirements and the CN functional specifications
  and the further allocation to CN subsystems;



  c) Identification of the external interfaces
  and review of preliminary interface control documents;



  d) Review the network analysis and sizing
  that has been performed to dimension the CN - this will be incorporated in
  the CN functional specifications;



  e) Review the CN System Test Plan. This will
  outline the various test

  	
   

  	
  • CN
  Requirements Allocation;



  • CN
  Operations Concept;



  • CN
  Functional Specification - including traceability matrix;



  • CN
  System Test Plan;



  •
  External Interface Control Document(s)



  • CN
  Training Plan;



  • CN Site
  Facility Requirement Specification(s);



  • CN
  Architectural Design Document;



  • CN
  Analysis Document

  	
   

  	
  5

  	
   

  	
  Contractor Site

  



 


16

















 


	
  No.

  	
   

  	
  Review
  Meeting

  	
   

  	
  Purpose

  	
   

  	
  Inputs

  	
   

  	
  Duration

  (Days)

  	
   

  	
  Location

  
	
   

  	
   

  	
   

  	
   

  	
  stages to be conducted together with a
  schedule of development;



  f) Review of CN equipment and operations
  training requirements.



  g) Review of SAS and NOC infrastructure
  requirements.



  h) Short-term work plan review up to FDR;



  The primary review material will be the
  documents delivered as review inputs. Inmarsat is expected to read and
  provide written comments for discussion at the meeting. This review material
  will be supplemented with summary presentation slides.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  CN FINAL DESIGN REVIEW (FDR)

  	
   

  	
  This review shall
  include:



  a) Review of the updated technical documents
  from the PDR for completeness and consistency with requirements and review
  actions;



  b) Review of the CN Architectural Design
  Document CN Network Analysis Document.;



  c) Review of CN subsystem design;



  d) Review of the CN subsystem test plans.



  e) Finalisation of the CN training plan



  f) Finalisation of all interface control
  documents for CN external interfaces



  g)
  Short-term work plan review up to FAT;



  The primary review material will be the
  documents delivered as review inputs. Inmarsat is expected to read and
  provide written comments for discussion at the meeting. This review material
  will be supplemented with summary presentation slides.

  	
   

  	
  • CN Requirements
  Allocation (final);



  • CN
  Operations Concepts (final);



  • CN
  Design Document (final);



  • CN
  Functional Specification (including traceability matrix);



  • CN
  Architectural Design Document;



  • CN Test
  Plan;



  • CN
  Acceptance Test Plan;



  • CN
  Factory Acceptance Test (FAT) Plan;



  • CN Site
  Acceptance Test (SAT) Plan;



  • CN
  Training Plan (final);



  • CN
  Interface Control Documents



  • CN
  Recommended Spares List;

  	
   

  	
  5

  	
   

  	
  Contractor Site

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  CN SITE READINESS

  	
   

  	
  This review shall
  confirm the readiness of each site to accept delivery and
  installation of the CN equipment.

  	
   

  	
  •
  Facilities Requirement Specification(s);

  	
   

  	
  2

  	
   

  	
  Acceptance Site

  



 


17

















 


	
  No.

  	
   

  	
  Review
  Meeting

  	
   

  	
  Purpose

  	
   

  	
  Inputs

  	
   

  	
  Duration

  (Days)

  	
   

  	
  Location

  
	
   

  	
   

  	
  Review (SRR)

  	
   

  	
  This review is repeated for each site.

  	
   

  	
  • Site
  Survey Report

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  CN FACTORY ACCEPTANCE TEST
  REVIEW (FATR)

  	
   

  	
  This review shall
  include a:



  a) Review of all outstanding issues with FAT
  Plan and FAT Procedures;



  b) Review of the FAT Readiness Report;



  c) Review of the Configuration Report;

  	
   

  	
  • CN FAT
  Plan;



  • CN FAT
  Procedures;



  • CN FAT
  Readiness Report;



  • CN FAT
  Configuration Report;



  • CN FAT
  Results Report

  	
   

  	
  2

  	
   

  	
  Contractor Site

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  CN ON-SITE INTEGRATION
  REVIEW

  	
   

  	
  This review shall
  pertain to the first SAS site only, and include:



  a) Review of any outstanding issues with the
  SAT Plan and SAT procedures;



  b) Review of the SAT Readiness Report;



  c) Review of the SAT Configuration Report;



  This review is for the first SAS site only.

  	
   

  	
  • CN SAT
  Plan;



  • CN SAT
  Procedures;



  • CN SAT
  Readiness Report;



  • CN SAT
  Configuration Report;



  • CN
  Installation and Maintenance Manuals;



  • CN
  On-site Integration Report

  	
   

  	
  2

  	
   

  	
  Acceptance Site

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  CN SITE ACCEPTANCE TEST
  REVIEW (SATR)

  	
   

  	
  This review shall
  pertain to each SAS site and include:



  a) Review of any outstanding issues with the
  SAT Plan and SAT procedures;



  b) Review of the SAT Readiness Report;



  c) Review of the SAT Configuration Report;



  This review is repeated for each site
  delivery.

  	
   

  	
  • CN SAT
  Plan;



  • CN SAT
  Procedures;



  • CN SAT
  Readiness Report;



  • CN SAT
  Configuration Report;



  • CN
  Installation and Maintenance Manuals;



  • CN SAT
  Results Report

  	
   

  	
  2

  	
   

  	
  Acceptance Site

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  FINAL CN SYSTEM ACCEPTANCE
  TEST REVIEW

  	
   

  	
  This review shall
  include:



  a) Review of the completion of Site
  Acceptance Tests for all contracted

  	
   

  	
  • CN
  System Acceptance Test Plan;



  • CN
  System Test Procedures;

   

  	
   

  	
  2

  	
   

  	
  Inmarsat

  



 


18

















 


	
  No.

  	
   

  	
  Review
  Meeting

  	
   

  	
  Purpose

  	
   

  	
  Inputs

  	
   

  	
  Duration

  (Days)

  	
   

  	
  Location

  
	
   

  	
   

  	
   

  	
   

  	
  SAS sites.



  b) Review of CN overall system testing,
  including integration of CN elements at NOC and BOC.



  c) Review of any outstanding issues related
  to all previous milestones

  	
   

  	
  • CN
  System Readiness Report;



  • CN
  System Acceptance Test Results Report

  	
   

  	
   

  	
   

  	
   

  



 


Note: Milestones 5,6,7,8 shall be achieved in
two steps each; Step 1 shall be a Test Readiness Review and Step 2 shall be a
Test Results Review


 


Table 4: CN Milestone Reviews


 


19

















 


	
  No.

  	
   

  	
  Review
  Meeting

  	
   

  	
  Purpose

  	
   

  	
  Inputs

  	
   

  	
  Duration

  (Days)

  	
   

  	
  Location

  
	
  1.

  	
   

  	
  KICK-OFF MEETING (KOR)

  	
   

  	
  This review shall
  include:



  a)
  Establishing communication lines and contact points for financial,
  contractual and technical matters;



  b)
  Draft management plan(s) review;



  c)
  Short-term work plan review;



  d) Accommodation of Inmarsat staff at site
  premises;



  If the Contractor is also delivering the CN
  then this review may be combined with the CN KOR.

  	
   

  	
  • Project
  Management Plan (PMP);



  • Risk Management
  Plan (RMP);



  • Quality
  Assurance Plan (QAP);



  •
  Configuration Management Plan (CMP);



  • Initial
  SMA Technical Overview Description

  	
   

  	
  1

  	
   

  	
  Inmarsat

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  SMA PRELIMINARY DESIGN
  REVIEW (PDR)

  	
   

  	
  This review shall
  include:



  a) Review of the SMA Requirements Allocation
  and SMA Functional Specification. The Contractor is required to demonstrate
  that the contractually agreed requirements have been partitioned into a
  thorough and consistent SMA definition;



  b) Review of the traceability mapping between
  the contractually agreed requirements and the SMA functional specifications
  and the further allocation to SMA subsystems;



  c) Identification of the external interfaces
  and review of preliminary interface control documents;



  d) Review the SMA System Test Plan. This will
  outline the various test stages to be conducted together with a
  schedule of development;



  e) Review of SMA equipment and operations
  training requirements.



  f) Review of SAS and BOC infrastructure
  requirements.



  The primary review material will be the
  documents delivered as review inputs. Inmarsat is expected to read and
  provide written comments for discussion at the meeting. This review material
  will be supplemented with summary presentation slides.

  	
   

  	
  • SMA
  Requirements Allocation;



  • SMA Operations
  Concept;



  • SMA
  Functional Specification - including traceability matrix;



  • SMA
  System Test Plan;



  •
  External Interface Control Document(s)



  • SMA
  Training Plan (initial);



  • SMA
  Site Facility Requirement Specification(s);



  • SMA
  Architectural Design Document;

  	
   

  	
  3

  	
   

  	
  Contractor Site

  



 


20

















 


	
  No.

  	
   

  	
  Review
  Meeting

  	
   

  	
  Purpose

  	
   

  	
  Inputs

  	
   

  	
  Duration

  (Days)

  	
   

  	
  Location

  
	
  3.

  	
   

  	
  SMA FINAL DESIGN REVIEW
  (FDR)

  	
   

  	
  This review shall
  include:



  a) Review of the updated technical documents
  from the PDR for completeness and consistency with requirements and review
  actions;



  b) Review of the SMA Architectural Design
  Document;



  c) Review of SMA subsystem design;



  d) Review of the SMA subsystem test plans.



  e) Finalisation of the SMA training plan



  f) Finalisation of all interface control
  documents for SMA external interfaces;



  The primary review material will be the
  documents delivered as review inputs. Inmarsat is expected to read and
  provide written comments for discussion at the meeting. This review material
  will be supplemented with summary presentation slides.

  	
   

  	
  • SMA
  Requirements Allocation (final);



  • SMA
  Operations Concepts (final);



  • SMA
  Design Document (final);



  • SMA
  Functional Specification (including traceability matrix);



  • SMA
  Architectural Design Document;



  • SMA
  Test Plan;



  • SMA
  Factory Acceptance Test (FAT) Plan;



  • SMA
  Site Acceptance Test (SAT) Plan;



  • SMA
  Training Plan (final);



  • SMA
  Interface Control Documents



  • SMA
  Recommended Spares List;

  	
   

  	
  5

  	
   

  	
  Contractor Site

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  SMA SITE READINESS REVIEW
  (SRR)

  	
   

  	
  This review shall
  confirm the readiness of each site to accept delivery and
  installation of the SMA equipment.



  This review is repeated for each site.

  	
   

  	
  •
  Facilities Requirement Specification(s);



  • Site
  Survey Report

  	
   

  	
  2

  	
   

  	
  Acceptance Site

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  SMA FACTORY ACCEPTANCE TEST
  REVIEW (FATR)

  	
   

  	
  This review shall
  include a:



  a) Review of all outstanding issues with FAT
  Plan and FAT Procedures;



  b) Review of the FAT Readiness Report;



  c) Review of the Configuration Report; This
  review is repeated for each of the system management services, hosted PSE
  services and service creation platforms.

  	
   

  	
  • SMA FAT
  Plan;



  • SMA FAT
  Procedures;



  • SMA FAT
  Readiness Report;



  • SMA FAT
  Configuration Report;

  	
   

  	
  2

  	
   

  	
  Contractor Site (Factory)

  



 


21

















 


	
  No.

  	
   

  	
  Review
  Meeting

  	
   

  	
  Purpose

  	
   

  	
  Inputs

  	
   

  	
  Duration

  (Days)

  	
   

  	
  Location

  
	
  6.

  	
   

  	
  SMA SITE ACCEPTANCE TEST
  REVIEW (SATR)

  	
   

  	
  This review shall
  pertain to each phased delivery and include:



  a) Review of any outstanding issues with the
  SAT Plan and SAT procedures;



  b) Review of the SAT Readiness Report;



  c) Review of the SAT Configuration Report;



  This review is repeated for each of the
  system management services, hosted PSE services and service creation platforms
  delivered to site.

  	
   

  	
  • SMA SAT
  Plan;



  • SMA SAT
  Procedures;



  • SMA SAT
  Readiness Report;



  • SMA SAT
  Configuration Report;



  • SMA
  Installation and Maintenance Manuals;

  	
   

  	
  2

  	
   

  	
  Acceptance Site

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  FINAL SMA SYSTEM ACCEPTANCE
  TEST REVIEW

  	
   

  	
  This review shall
  include:



  a) Review of the completion of Site
  Acceptance Tests for all contracted sites and deliveries.



  b) Review of SMA overall system testing



  c) Review of any outstanding issues related
  to all previous milestones

  	
   

  	
  • SMA
  System Acceptance Test Plan;



  • SMA
  System Test Procedures;



  • SMA
  System Readiness Report;

  	
   

  	
  2

  	
   

  	
  Inmarsat

  



 


Note: Milestones 5,6,7 shall be achieved in two
steps each; Step 1 shall be a Test Readiness Review and Step 2 shall be a Test
Results Review


 


Note: Milestones will be confirmed upon
exercise of the SMA option.


 


Table 5:
SMA Milestone Reviews


 


22

















 


5.2.2                     Progress Reporting


 


1.                                       The
Contractor shall supply a progress
report to Inmarsat by the end of the first week of each month and in time for
the monthly progress review meeting.


 


2.                                       The
progress report shall include:


 


2.2                                 Management
Summary;


 


2.3                                 Work
performed during the reporting period;


 


2.4                                 Milestones
met and/or achieved;


 


2.5                                 Progress
against the schedule (see Section 4.4). Any slippage is to be identified
together with remedial action;


 


2.6                                 Dependencies;


 


2.7                                 Problems
experienced;


 


2.8                                 Activities
planned for the next period;


 


2.9                                 Risk Log
status;


 


2.10                           Progress
update with respect to internal product development milestones, for relevant
standard product line developments.


 


2.11                           Sub-Contractor
Progress using the same headings as mentioned above.


 


2.                                       The
Contractor shall supply a weekly status report. The weekly report shall include
a brief executive summary covering project status, issues and short term
milestones.


 


3.                                       The format
of the progress report shall be
agreed with Inmarsat at the Project Kick-off Review meeting.


 


4.                                       Inmarsat shall have the right to receive from the
Contractor key subcontractor progress reports directly.


 


5.                                       The
Contractor shall conduct a monthly
progress meeting with representatives of Inmarsat to discuss the:


 


5.1.                              Current
active tasks;


 


5.2.                              Technical
and schedule aspects;


 


5.3.                              Status and progress;


 


5.4.                              Technical,
contractual and managerial issues;


 


5.5.                              Risks and
contingency measures (in the form of a Risk Log);


 


5.6.                              Current
and potential problems;


 


5.7.                              Sub-Contractor
Progress and Issues


 


6.                                       The
Contractor shall minute the
meeting proceedings capturing the key decisions and all actions taken.


 


7.                                       The
minutes shall be agreed with Inmarsat.


 


8.                                       The
minutes shall be produced within
five working days of the meeting.


 


23

















 


9.                                       Inmarsat
reserves the right to call for additional meetings.


 


5.2.3                     Extraordinary Management Meetings


 


1.                                       At any
point in the Programme, either Inmarsat or the Contractor shall have the right to call an Extra
Ordinary Senior Management meeting, should a major issue arise.


 


2.                                       Each
meeting shall require at least ten
working days notification.


 


5.3                               Project Scheduling


 


1.                                       The
Contractor shall maintain a
detailed activity schedule of all tasks to be undertaken for this contract.


 


2.                                       This
schedule shall be maintained with
a unique reference number in order that it can be regularly updated as work
progresses.


 


3.                                       The
schedule shall reflect the
following overall breakdown levels:


 


3.1.                              Level 1:
Project decomposed into phases;


 


3.2.                              Level 2:
Phases decomposed into work packages;


 


3.3.                              Level 3:
Work packages decomposed into tasks;


 


4.                                       All levels
shall be maintained within the one
consistent schedule in order to ensure consistency between the levels.


 


5.                                       The
schedule shall show key dependencies and critical paths.


 


6.                                       The
Contractor shall define a suitable
Work Breakdown Structure (WBS) and
produce work package descriptions (WPD)
for each level 2 activity.


 


7.                                       The
Contractor’s WBS shall clearly
identify the following key activities as a minimum:


 


•                                          Functional
Analysis


 


•                                          Segment
Design


 


•                                          Subsystem
Design


 


•                                          Implementation


 


•                                          Factory
Acceptance Test


 


•                                          Site
Acceptance Test


 


•                                          System
Acceptance Test


 


8.                                       The WBS shall be used to plan and organise the
work.


 


9.                                       The WBS shall cover all project activities from
contract commencement to the end of the warranty period.


 


10.                                 The WBS
and initial set of WPDs included in the draft PMP shall be agreed at the Project Kick-off review.


 


11.                                 Thereafter,
the Contractor shall progressively
expand the WBS and raised further WPs as required, for management and reporting
purposes.


 


12.                                 The
Contractor should not commence a
level 2 task, until the associated WPD has been raised.


 


24

















 


13.                                 The
schedule shall clearly identify
the scope of design/development/test work that has been assigned to any key
sub-contractor(s).


14.                                 The
programme schedule shall be
developed and maintained using Microsoft Project.


 


15.                                 The
following views shall be presented (as a minimum):


 


15.1.                        Bar Chart
(Gantt) View - for basic completion status;


 


15.2.                        Network
Activity View - for critical path analysis;


 


16.                                 The
Contractor shall include a
schedule showing work completed in the monthly progress report.


 


17.                                 The
Contractor shall also provide
Inmarsat with an electronic copy of the Monthly Report including the schedule.


 


5.4            Project Team


 


1.                                       The
Contractor shall assign a suitably
qualified programme manager for the duration of this contract, specifically
charged with the responsibility for all aspects of the Contract.


 


2.                                       The
Programme Manager shall serve as
the interface with Inmarsat for the duration of the Contract and at least until
the end of the warranty period.


 


3.                                       The
Contractor shall support open
lines of communications to respective representatives from each party with
respect to technical matters.


 


5.5            Location of the Work


 


1.                                       The
Contractor shall provide office
accommodation at the relevant sites during critical stages of the work being
conducted during the development, test and implementation phases.


 


2.                                       This
accommodation shall provide space
for two Inmarsat resident staff plus up to two temporary visiting staff.


 


3.                                       Office
accommodation shall include
reasonable use of facilities including international telephone/facsimile lines,
desktop PCs with Internet connection and office stationary.


 


5.6            Inmarsat Right of Access


 


Inmarsat will appoint a number of project co-ordinators who will work to
monitor and facilitate where necessary the activities being undertaken on this
contract.


 


1.                                       The
Contractor shall allow the Inmarsat
project co-ordinators open access to the main work sites, given reasonable advance
notice.


 


2.                                       Visits to
other work sites shall be
supported at an agreed date and with specified objectives.


 


It should be noted that the on-site representative(s) will not be
authorised to agree requirement or contract changes without going through the
formal change process, specified in the Contract.


 


25

















 


5.7            Contractor Representation at
Inmarsat


 


Contractor shall
ensure periodic (nominally weekly) presence at Inmarsat HQ (London) to enable
close interaction on project management and technical issues.  Inmarsat will make available appropriate
office facilities.


 


26

















 


6.                  QUALITY AND CONFIGURATION CONTROL


 


6.1            Quality Assurance


 


1.                                       The
Contractor shall hold a currently
valid ISO9001 (or suitable equivalent) accreditation to cover design,
manufacture and software development activities.


 


2.                                       The
Contractor shall control and
manage the Programme in accordance with ISO 9001 (or equivalent) standards.


 


3.                                       A Quality
Assurance Plan (QAP) shall be issued to Inmarsat at the Kick-Off
review for comment, based on the draft QAP submitted in the Proposal.


 


4.                                       Any
subsequent changes to the QAP following formal issue shall require Inmarsat approval.


 


5.                                       The
Contractor shall nominate a team
member to be fully responsible for overall QA on this project.


 


6.                                       This
nominated team member shall have
suitable experience and training with respect to ISO9001 (or equivalent) and
its application to a large programme.


 


7.                                       The QAP shall at all times reflect the actual
practices being applied on the Project.


 


8.                                       The
Contractor shall submit as part of the QAP, an audit schedule outlining the
audits (minimum of three) to be conducted throughout various points of each
sub-programme.


 


9.                                       The Contractor
shall document each scheduled
audit in the form of an Audit Report.


 


10.                                 The Audit
Report shall be made available to
Inmarsat on request.


 


11.                                 Inmarsat
reserves the right to audit Contractor (including subcontractor) work at any
point in the Project, provided that at least two weeks notice is given to the
Contractor Programme Manager.


 


12.                                 The
Contractor shall be fully
responsible for the quality achieved and controls applied by any sub-contractor
parties used.


 


13.                                 The
ISO9001 (or suitable equivalent) quality conditions are to be flowed down to
each sub-contractor involving design, development and/or testing activities.


 


14.                                 The
Contractor shall provide a
quarterly Quality Assurance Progress Statement to Inmarsat outlining the
quality activities undertaken during the reporting period.


 


15.                                 The
Contractor shall have a mechanism
for tracking corrective actions at all project phases.


 


16.                                 A suitable
tracking mechanism shall be used
to map the Inmarsat requirements to the Contractor definition, design and
subsequent testing documentation.


 


17.                                 This
tracking mechanism shall be
presented at the Project Kick-off review.


 


6.2            Quality Control


 


1.                                       Quality
controls to be applied during the manufacturing process shall be clearly stated or referenced in
the Quality Assurance Plan.


 


2.                                       The levels
of inspection from initial goods-inwards to final inspection and test shall be stated at the outset.


 


27

















 


3.                                       All
inspection and quality records relating to this work shall be archived by the Contractor and be available for
Inmarsat audit at the Contractor facility on a non-interfering basis if
requested.


 


6.3            Reliability


 


1.                                       The
Contractor shall produce a
Reliability (Parts Count) Prediction (to be included in the relevant System
Documentation) for all elements of the CN and SMA (if procured).


 


2.                                       The
reliability prediction shall determine
both the MTBF and MTTR times down to sub-system level. Vendor information may
be used where available for existing equipment otherwise budgetary predictions
may be employed.


 


3.                                       The
Contractor shall keep a record of
each equipment failure (hardware, software, firmware) incident that occurs from
the commencement of the Site Acceptance Testing Phase (see Section 7.5.3) until
System Acceptance.


 


4.                                       The
records should be held in a
database that can provide information for the CN/SMA or for individual
elements, according to severity and status.


 


6.4            Configuration Management


 


1.                                       The
Contractor shall produce an
overall Configuration Management Plan (CMP) outlining the controls that will be
applied to:


 


1.1.                              Documentation
Configuration and Change Management;


 


1.2.                              Requirements
Management;


 


1.3.                              Software
Development, Version and Release Control;


 


1.4.                              Hardware
Manufacture;


 


1.5.                              Firmware;


 


2.                                       The CMP shall be finalised by the project kick-off
review.


 


3.                                       The CMP
(and any subsequent updates) shall require
Inmarsat approval.


 


4.                                       The
Contractor shall nominate a team
member to be responsible for overall configuration management throughout the
project.


 


5.                                       Adherence
to the CMP shall be maintained
throughout the project.


 


6.                                       Configuration
management to be applied to sub-contractor work shall be identified.


 


7.                                       Configuration
records for Contractor developed and delivered software and equipment shall be made available to Inmarsat on
request.


 


28

















 


7.                  TEST AND INTEGRATION


 


Each element of the CN and SMA (if procured) is
to be functionally tested before being integrated with other internal elements.
Thereafter, integration should be progressive, as interfaces are verified
between the equipment that makes up CN and SMA (if procured). When sufficient
elements have been integrated then acceptance testing can commence.


 


The actual details of testing are to be defined
in the relevant Test Plan to be provided at the Preliminary Design Review. The
test plans shall include the
following types of testing :


 


1.                                       Unit/Module Testing: 
Involves functionality testing of a specific hardware, or software unit
typically with inputs generated from a test harness. Requirements for this
testing are discussed in Section 7.2.


 


2.                                       Subsystem Integration Testing:  Involves checking interfaces between the
respective components and checking the functionality that extends across
sub-systems. Typically such testing involves the use of a test bed or suitable
simulator in which elements of the system are progressively integrated.
Requirements for this testing are discussed in Section 7.3 and 7.4.


 


3.                                       FAT/SAT Acceptance Testing: This represents an iteration of testing levels
that collectively provide verification of the delivered equipment against the
overall requirements. Testing will encompass in-house factory acceptance
testing, on-site acceptance testing and wider cross-site ground network system
testing between the CN and other BGAN subsystems and terrestrial networks.
Requirements for this testing are discussed in Section 7.5.


 


4.                                       Third Party Product Testing: For those third party products which are COTS
equipment, the unit/module testing may be limited to the standard factory
testing carried out by the third party. 
For those third party products which are not COTS equipment, unit/module
testing may be carried out at third party premises, if appropriate.  The Contractor shall remain responsible for integration and testing of the
COTS equipment within the overall CN and SMA (if procured).


 


7.1                               General Test Requirements


 


Unless specified otherwise, the Contractor is expected to provide all
test beds, equipment and measuring instruments required to complete the
appropriate levels of testing.


 


1.                                       The
Contractor shall produce and
maintain test plans, test designs, test procedures and test reports for all
identified testing levels.


 


2.                                       By PDR,
the Contractor  shall deliver a complete and comprehensive
Test Plan defining the test approach to be adopted, acceptance test mapping
(i.e. Verification Requirements Traceability Matrix - VCRM) and associated test
document structure to demonstrate coverage of all contracted requirements.


 


3.                                       The
Contractor shall develop a
comprehensive set of test procedures for each testing level identified. For
standard products then existing
product test results or product conformance statements may be suitable in
places.


 


4.                                       Developed
test procedures shall require
Inmarsat approval.


 


5.                                       Test
procedures shall be presented to
Inmarsat before the actual testing is conducted at each level.


 


29

















 


6.                                       Inmarsat shall  have
the right to approve or request reasonable amendments to acceptance test plans
and procedures.


 


7.                                       All
acceptance test results shall be documented in the form of
acceptance test reports.


 


8.                                       Each acceptance test report shall present the:


 


8.1                                 Results
(i.e. pass/fail),


 


8.2                                 Test
Conductor,


 


8.3                                 Comments
made regarding the test run,


 


8.4                                 Reason for
any failures;


 


9.                                       The
Contractor shall provide to
Inmarsat all acceptance test plans, procedures (including test scripts) and
test reports.


 


10.                                 The
Contractor shall provide all
instruments, tools, facilities, manpower and services necessary to conduct the
acceptance tests as is relevant to the contractor provided equipment


 


11.                                 All
acceptance testing shall be
witnessed and acknowledged by both Inmarsat and the Contractor representatives.
Inmarsat at its sole discretion may waive its right to witness given tests.


 


12.                                 Inmarsat shall have access to the test and
development facilities in order to observe lower level unit and subsystem
integration testing (i.e. testing conducted before any acceptance testing),
bespoke to this work.


 


13.                                 All acceptance
test results shall be subject to
Inmarsat acceptance in accordance with the approved test plans and procedures.


 


7.2                               Unit Testing


 


1.                                       The
Contractor shall perform in-house
unit level testing throughout the development process.


 


2.                                       Evidence
of unit testing shall be made
available to Inmarsat, on request.


 


7.3                               Integration Testing


 


1.                                       The
Contractor shall perform
integration testing as part of the development process.


 


2.                                       Evidence
of integration testing shall be
made available to Inmarsat, on request.


 


7.4.                            BGAN Service Demonstration and
System Integration


 


1.                                       The
Contractor shall demonstrate to
Inmarsat the main functions of the CN and SMA (if procured) using the RTB, in
accordance with FAT plan.


 


2.                                       The
Contractor shall demonstrate
inter-working of the CN with Inmarsat provided prototype UT, RAN, BSS, NOC and
DCN equipment by participating in the Inmarsat BGAN System integration test
campaigns.


 


30

















 


7.5                               Factory and Site Acceptance Testing


 


Acceptance testing is to be performed to demonstrate compliance with all
contract requirements through a combination of factory, site and end-to-end
segment testing.


 


Inmarsat representatives will be involved in witnessing all or some of
this testing and ultimately for approving if the CN and SMA (if procured) meets
the contractual requirements.


 


1.                                       Configuration
and test documentation shall be
created such that it will be possible to re-run previously completed acceptance
tests.


 


2.                                       Problems
noted during acceptance tests shall
be classified into one of three categories.


 


Category 1: Representing
one of the following conditions:


 


•                                          Major
equipment crash;


 


•                                          Loss of
critical function, severe performance degradation or instability of the
equipment.


 


•                                          Failure to
detect, report and/or recover from a failure that renders any part of the
delivered equipment inoperable.


 


•                                          Greater
than 10 minutes unplanned sustained loss of operator management visibility and
control.


 


Category 2: Representing
one of the following conditions:


 


•                                          The
problem relates to a contract requirement and is not critical to any subsystem
function.


 


•                                          The
problem is not directly related to the tests.


 


•                                          The
problem occurs rarely and can quickly be recovered by operator intervention.


 


Category 3: Representing
one of the following conditions:


 


•                                          The
problem is not reproducible.


 


•                                          The
problem can be fixed without modification.


 


•                                          The
problem is not related to and does not affect a requirement.


 


•                                          The
problem can be resolved by an operational or procedural change unless the
problem relates to a function that is primarily involved with operational or
procedural changes.


 


•                                          The
problem is cosmetic in nature and does not impact functionally.


 


•                                          The
problem is in the test procedure and not in the equipment under test.


 


3.                                       Category 1
problems that are not corrected shall
prevent Inmarsat acceptance of the equipment or acceptance of the relevant
testing phase.


 


4.                                       Category 2
problems may not prevent Inmarsat acceptance of the equipment or of the
relevant testing phase. The Contractor shall
develop a list of category items. A schedule and priority for fixing Category 2
items will need to be presented to Inmarsat. Any proposed deferral of Category
2 problems shall require the
approval of Inmarsat and then form part of post delivery testing.


 


31

















 


5.                                       Those
Category 3 problems pertaining to fitness for purpose requirements compliance
or inaccuracies in delivered operator procedures shall need correction during the agreed warranty period. The
Contractor shall develop a list of
Category 3 items. A schedule and priority for fixing Category 3 items during
warranty will need to be presented to Inmarsat and form part of post delivery
testing.


 


6.                                       Each list
provided for each problem category is not exhaustive and shall be finalised in the Test Plan.


 


7.5.1                     Acceptance Criteria


 


The Contractor shall agree to the following acceptance criteria being
applied:


 


1.                                       All
contractual requirements shall be
met.


 


2.                                       The
Contractor shall have conducted
the necessary Test Readiness Review with Inmarsat prior to each acceptance test
activity.


 


3.                                       Completion
of each FAT with no Category 1 problems and agreement on the list of Category 2
problems (if applicable) with an agreed resolution schedule shall be a prerequisite to commencement of
each Site Acceptance Testing (SAT).


 


4.                                       Completion
of each SAT with no Category 1 problems and agreement on the list of Category 2
and 3 problems (if applicable) with an agreed resolution schedule shall be a prerequisite to Final System
Acceptance.


 


5.                                       Each test
stage shall be dependent on the
successful delivery of the relevant system release, associated operational
documents and installation procedures as defined in the corresponding
Acceptance Test Plan.


 


6.                                       If final
system acceptance is successful on the condition that any outstanding problems
(Category 2 and 3) are to be corrected then the Contractor shall be responsible for performing
Post-Delivery Testing when appropriate to confirm that the outstanding problems
have been corrected.


 


7.                                       Inmarsat shall have the right to witness
Post-Delivery testing and/or review the test results.


 


7.5.2                     Factory Acceptance Tests (FAT)


 


1.                                       The
Contractor shall produce a FAT
Plan for each FAT outlining the tests to confirm those requirements to be
accepted in the factory.


 


2.                                       Each FAT shall be used to test any interfaces to
external systems (eg. UT, NOC, BOC BSS, terrestrial networks) either via
simulation means or via the real interfaces where possible.


 


3.                                       Each FAT
Plan shall require review and
approval by Inmarsat.


 


4.                                       The
Contractor shall perform a FAT on
each distinct SAS CN delivery configuration and each SMA release (if procured).


 


5.                                       Each FAT shall be deemed acceptable if the results
achieved satisfy the agreed acceptance criteria (cf section 7.5.1).


 


32

















 


6.                                       Each FAT shall be performed using representative
configurations sufficient for the test objective.


 


7.                                       Each FAT shall demonstrate compliance with
requirements allocated to this acceptance test phase.


 


8.                                       Each FAT shall include the verification of the
following types of contract requirements, using product or bespoke development
test results as appropriate:


 


8.1.                              Failure
detection, failure reporting and recovery requirements;


 


8.2.                              Performance
requirements;


 


8.3.                              Stability
(i.e. soak) and load testing, where the equipment is to operate for a period of
48 hours without any application or processor failures. The Contractor shall provide the necessary load generation
and network simulation capability required to establish the soak conditions;


 


8.4.                              Environmental
tests; An exception to this is in the case of COTS products whereby the product
specifications will be considered suitable evidence to demonstrate compliance
with contracted environmental requirements.


 


8.5.                              Congestion
handling requirements;


 


8.6.                              Redundancy
requirements;


 


8.7.                              Interface
recovery requirements;


 


9.                                       Each FAT
Readiness Review shall be
conducted with Inmarsat 5 days prior to commencement of the formal witnessed
test.


 


10.                                 Inmarsat shall retain the right to witness each FAT.
However, if Inmarsat does not attend then this does not relieve the Contractor
of the responsibility to conduct the FAT fully as documented.


 


11.                                 The
Contractor shall deliver a Test
Report for each FAT to Inmarsat within three weeks of the completion of each
FAT.


 


Inmarsat will nominate one member within the
witnessing party to have final responsibility for deciding whether the tested
system has completed the FAT in accordance with the criteria defined by this
SOW and associated test plan.


 


The Inmarsat representative will have the
authority to instruct that a test be repeated or fail the FAT in the case of
excessive failures.


 


In the event that Inmarsat does not witness the
testing then the Test Report shall be
used as the basis on which Inmarsat accepts or otherwise, this stage of the
testing.


 


7.5.3                     Site Acceptance Testing (SAT)


 


Each SAT will show compliance with those
requirements allocated to this test phase but within the target environment.


 


1.                                       Each SAT shall include
relevant verification of:


 


1.1.                              Deliverable equipment quantities including
spares;


 


1.2.                              Hardware checkout of the installation;


 


33

















 


1.3.                              Standalone checkout tests;


 


1.4.                              Interworking tests with other BGAN subsystems
(RAN, UT, BSS) at the site;


 


1.5.                              Interworking of CN equipment at different SAS
sites.


 


1.6.                              Interworking with one terrestrial network
interface each of, PSTN, IP and ISDN networks.


 


2.                                       For each
SAT, the Contractor shall produce
a SAT Plan for Inmarsat review and approval.


 


3.                                       Inmarsat shall witness each SAT.


 


4.                                       The
Contractor shall produce an SAT
Test Report at the end of each SAT.


 


5.                                       Each SAT
Test Report shall include a Site
Configuration Report outlining all items (hardware and software) delivered and
installed at the site.


 


6.                                       Each SAT
Readiness Report shall be provided
to Inmarsat at least 5 days prior to scheduled witnessing of the tests.


 


7.                                       Each SAT shall be deemed acceptable if the results
satisfy the agreed acceptance criteria (cf section 7.5.1).


 


Inmarsat will nominate one member within the
witnessing party to have final responsibility for deciding whether the tested
equipment has completed SAT in accordance with the criteria defined by this SOW
and associated test plan.


 


The Inmarsat representative will  have the authority to instruct that a test
be repeated or fail the SAT in the case of excessive failures.


 


7.5.4                     On-site CN Integration Testing
(for SAS1)


 


On-site CN Integration Testing shall be performed on the first SAS site
only, as a milestone prior to the complete Site Acceptance Testing for that
site.


 


The scope of the On-Site Integration Testing
for the first SAS site shall be to
demonstrate the proper operation of all CN elements, when interconnected on-site.  These tests shall be performed prior to
interconnection with other BGAN sub-systems (eg. RAN)


 


34

















 


8.                                      DELIVERY AND INSTALLATION


 


8.1                               Site Surveys


 


1.                                       The
Contractor shall conduct a survey
of each site, nominated by Inmarsat, where the CN and SMA (if procured)
equipment is to be installed.


 


2.                                       The
Contractor shall produce each Site
Survey Report within two weeks of the site visit.


 


3.                                       Each Site
Survey Report shall identify
important installation issues that need to be taken into account including, but
not limited to:


 


3.1.                              Installation
Plan (i.e. dates and duration);


 


3.2.                              Suitability
of the site including preferred layout;


 


3.3.                              Need for
co-operation and any support of site personnel during installation;


 


3.4.                              Identification
of any additional on-site test equipment required;


 


3.5.                              Impact on
other systems at same site (if applicable);


 


3.6.                              Perceived
site problems


 


4.                                       The
Contractor shall produce a Site
Installation Document (SID) clearly identifying the equipment being delivered.


 


5.                                       The SID shall be submitted to Inmarsat at least two
weeks before start of any equipment installation.


 


6.                                       The SID shall include or reference important
installation issues including, but not limited to, the following:


 


6.1.                              Physical
layout and sizing of equipment;


 


6.2.                              Equipment
rack configurations;


 


6.3.                              Power
ratings and connection points;


 


6.4.                              Earthing
points;


 


6.5.                              Cooling
ratings and connection points;


 


6.6.                              Communication
interfaces;


 


6.7.                              Cable
identification, routing and connector types;


 


7.                                       Each Site
Survey Report and Site Installation Document shall
be approved and signed-off by the Contractor and Inmarsat.


 


8.2                               Equipment Delivery Preparation


 


1.                                       The
Contractor shall prepare a
Shipment Plan for each shipment of equipment to site.


 


2.                                       Each
Shipment Plan shall be submitted
for Inmarsat approval 2 weeks prior to the proposed date for commencing
delivery.


 


3.                                       No
equipment shall be shipped unless
the Contractor has received prior Inmarsat approval of the associated Shipment
Plan.


 


35

















 


4.                                       The
Shipment Plan shall indicate the
equipment to be shipped, the method of transportation, destination port,
shipment date, delivery date and any other details considered important to the
safe transportation of the equipment.


 


5.                                       If the
site is not owned or operated by Inmarsat then the Contractor shall also give 2 weeks advance notice to
the identified Site Operator.


 


6.                                       Customs
clearance shall be the
responsibility of the Contractor.


 


7.                                       Inmarsat shall only accept delivery of the equipment
after receipt of the associated shipment documentation.


 


8.3                               Equipment Transportation and
Shipment


 


1.                                       The
Contractor shall be responsible
for the safe transportation and delivery of each shipment to the designated
site in terms of all equipment, materials, instruments and tools shipped.


 


2.                                       Transported
equipment shall be suitably
protected to increase the likelihood of a safe delivery.


 


3.                                       The
Contractor shall submit details in
the Shipment Plan clearly indicating the following information with respect to
transportation:


 


3.1.                              Equipment
being transported, including relevant product ID codes;


 


3.2.                              Transportation
company name;


 


3.3.                              Mode of
transportation (road, air, sea, etc.);


 


3.4.                              Level of
packaging protection;


 


3.5.                              Transportation
timetable;


 


3.6.                              Proforma
invoice with value of shipment, weight, etc.


 


8.4                               Site Installation and
Integration


 


1.                                       Installation
of contracted equipment and integration with all the associated communications
links to the rest of the BGAN ground infrastructure shall be a Contractor responsibility.  The provision of the physical communications
links is not within the scope of this contract with the exception of
connectivity into the SS7 signalling network.


 


2.                                       The
Contractor shall provide the
necessary personnel and all relevant installation procedures, instructions and
drawings required to achieve a successful installation within the scheduled
time frame.


 


3.                                       Inmarsat shall have the right to monitor the work of
the Contractor on site or to appoint a third party(s) to do so.


 


36

















 


9.                  TRAINING (IF PROCURED)


 


The Contractor is required to provide suitable
engineering and operational training to Inmarsat (encompassing the SAS site
operator) in respect to the equipment delivered. The training content will be
left to the Contractor but include coverage of the equipment architecture,
equipment operation, problem handling and maintenance procedures.


 


1.                                       The
Contractor shall train Inmarsat HQ
and site staff in the administration, configuration and operation of all CN and
SMA (if procured) equipment.


 


2.                                       This
training shall take the form of
the following course types for the CN and SMA (if procured) element:


 


2.1.                              Operator Training Course: Designed to address the equipment operation,
configuration, administration and maintenance procedures - see Section 9.2.


 


2.2.                              Engineering Course: Designed to communicate the architectural and
engineering aspects behind each contributory sub-system - see Section 9.3.


 


9.1.                            General Requirements


 


1.                                       The
operational training shall be to a
level that enables site operators to carry out scheduled preventative /
restoration / contingency maintenance and front-line tasks.


 


2.                                       The
Contractor shall develop suitable
documentation and presentational material needed for all training (i.e.
training manual as opposed to basic slide presentations).


 


3.                                       Inmarsat shall review and approve the training
course structure before each course is held.


 


4.                                       The
location of training shall nominally
be:


 


4.1.                              CN
Operator Training: Each SAS site


 


4.2.                              CN
Engineering Course: At the Inmarsat Headquarters in London.


 


4.3.                              SMA
Operator Training (if procured): At the Inmarsat BOC.


 


4.4.                              SMA
Engineering Course (if procured): At the Inmarsat Headquarters in London.


 


5.                                       The
Contractor shall agree to
undertake repeat courses, as instructed by Inmarsat during the warranty period
as defined by the contract.


 


6.                                       Inmarsat shall be granted permission by the
Contractor to copy, video, re-produce and/or reuse training material, on a
case-by-case basis provided that they are for Inmarsat purposes.


 


7.                                       Each
course shall be suitably
structured to allow (self) refresher training to be undertaken on a
unit-by-unit basis.


 


9.2.                            Operator Training Requirements


 


This course type will cover the operation of
the CN and SMA (if procured) equipment.


 


1.                                       The
Contractor shall provide both
presentational and ‘hands-on’ training for site operations staff.


 


37

















 


2.                                       This
training shall address:


 


2.1.                              Capabilities
and configuration of each sub-system and network element;


 


2.2.                              OAM
capabilities of each sub-system and network element;


 


2.3.                              Routine
operational and maintenance procedures;


 


2.4.                              Contractor
maintenance support including hardware and software updates;


 


2.5.                              Application
of the operational documentation;


 


2.6.                              Rehearsal
of critical operational procedures including contingency procedures;


 


2.7.                              Maintenance/support
procedures;


 


3.                                       This
training shall reference the
relevant operator manuals, guides and handbooks provided.


 


4.                                       The
training shall be structured such
that those who successfully complete the training have sufficient practical
knowledge to deal with the day-to-day operation and maintenance of the
equipment.


 


5.                                       Each
course shall support up to 10
attendees with a minimum of 4.


 


6.                                       The
Contractor shall be responsible
for providing and shipping all items needed for the course.


 


7.                                       The course
should include a hands-on and
theoretical test to be taken by each attendee.


 


8.                                       Training
courses of this type shall be
provided for each SAS site and one for the SMA (if procured).


 


9.                                       All
courses shall be completed before
the commencement of the final system integration.


 


10.                                 The
minimum duration of this course shall
be two days.


 


9.3.                            Engineering Training
Requirements


 


1.                                       The
Contractor shall provide
presentational training for Inmarsat engineering staff.


 


2.                                       This
training course type shall address:


 


2.1.                              Overall
architecture;


 


2.2.                              Detailed
design of each sub-system;


 


2.3.                              Detailed
configuration capabilities of each sub-system;


 


2.4.                              Detailed
understanding of sub-system fault and error codes;


 


2.5.                              Application
of the engineering and reference documentation;


 


2.6.                              Detailed
understanding of the supported protocols and their operation;


 


3.                                       The training
shall be structured such that
those who successfully complete the course are thereafter capable of providing
on-call engineering support to operations to deal with abnormal conditions.


 


4.                                       The course
shall support up to 10 attendees
with a minimum of 4.


 


38

















 


5.                                       The
Contractor shall be responsible
for providing and shipping all items needed for the course.


 


6.                                       One
training course of this type shall
be provided for each of the CN and SMA (if procured).


 


7.                                       The
minimum duration of this course shall
be three days.


 


39

















 


10.  WARRANTY AND MAINTENANCE


 


The Contractor is required to provide warranty and support for the
delivered CN and SMA (if procured).


 


The Contractor shall
provide additional maintenance after warranty subject to an annual renewable
maintenance contract being authorised and for a period of up to five years
following the warranty period for the CN and SMA (if procured).


 


10.1                        General Requirements


 


1.                                       Warranty
and maintenance arrangements to be put in place by the Contractor shall be considered sufficient to meet and
maintain the contracted availability requirements for each supplied network
element.


 


2.                                       The
Contractor shall provide a minimum
of two years of warranty and support from Final System Acceptance on all
contracted equipment hardware, software and documentation.


 


3.                                       The
Contractor shall commit to being
prepared to continue to support the contracted equipment for a minimum period
of five years following warranty completion, provided that the CN is kept updated to the latest product
software release, or no more than one release behind.


 


4.                                       The
Contractor shall produce a Sparing
Plan identifying sparing, spare part renewal rates and on-site support policies
for the contracted equipment.


 


5.                                       The
Contractor shall highlight in the
Warranty and Maintenance Plan any third party manufacturer contracts that are
advised with third party hardware and/or software.


 


6.                                       The
Contractor shall ensure that Inmarsat
can enter into such third party contracts should Inmarsat decide to do so.


 


7.                                       The
Contractor shall produce a
Maintenance Plan to take effect from commencement of the warranty period.


 


8.                                       The
Maintenance Plan shall cover all
contracted equipment and identify the procedures to be followed in the event of
equipment problems and/or failures.


 


10.2                        Warranty and Support
Requirements


 


1.                                       The
Contractor shall provide two-year
warranty and support on all contracted equipment hardware, software and
documentation supplied.


 


2.                                       The CN
warranty period shall commence
following Final System Acceptance for the CN.


 


3.                                       The SMA
(if procured) warranty period shall commence
following Final System Acceptance for the SMA.


 


4.                                       Defects
discovered during the warranty period shall
be corrected promptly by the Contractor and at no cost to Inmarsat. .


 


5.                                       An annual
Warranty Review of system performance shall be
performed with the Contractor during the warranty period.


 


6.                                       Each
Warranty Review shall assess the
equipment delivered in respect to the number and types of problems reported,
problem completion times and adherence to contractual conditions.


 


40

















 


The second Warranty Review will be used by
Inmarsat to decide whether to proceed into an annually renewable maintenance
contract with the Contractor.


 


7.                                       The
Contractor shall perform
enhancements to the equipment during the warranty period, if requested to do so
by Inmarsat and in accordance with the agreed upon change procedure.


 


10.3                        Support during Warranty and Maintenance


 


10.3.1              Provisioning of Spares


 


1.                                       The
Contractor shall produce an
equipment sparing list for both the CN and SMA (if procured) taking into
account the:


 


1.1.                              Equipment
availability figure;


 


1.2.                              Need to
meet the availability for a minimum period of two years from commencement of
the warranty;


 


1.3.                              Overall
mean time to repair (MTTR) target of four hours for all contracted equipment;


 


2.                                       The
Contractor shall finalise the
Sparing List by the Final Design Review (see Section 4.2.2)


 


3.                                       The
Sparing List shall identify items
that are not COTS equipment (and hence represent long-lead items).


 


4.                                       The
Contractor shall provide suitable
spares for the CN and SMA (if procured) equipment, as determined to be
necessary to meet the availability requirements and as indicated in the sparing
list.


 


5.                                       The
Contractor shall be responsible
for ensuring that suitable spares are available for the duration of the
warranty and maximum maintenance period. In the case of obsolete items then
suitable replacements may be used.


 


10.3.2              Maintenance Plan


 


1.                                       A
Maintenance Plan shall be produced
for each of the CN and SMA (if procured).


 


2.                                       Each
Maintenance Plan shall outline the
support proposed during the warranty and maintenance periods.


 


3.                                       Each
Maintenance Plan shall outline the
procedures to be developed, particularly in respect to the handling of problems
and Inmarsat specific requirements.


 


4.                                       The
Maintenance Plan shall indicate:


 


4.1.                              Level of
effort considered to be required to support the equipment;


 


4.2.                              Job
functions and responsibilities in respect to the maintenance support to be
provided;


 


4.3.                              Approach
to be implemented to ensure continuity of expert support throughout the
maintenance period;


 


4.4.                              Provision
for operational support in the event of emergency;


 


41

















 


4.5.                              Hardware
repair procedure(s);


 


4.6.                              Software
repair procedure(s);


 


5.                                       Not more
than 30 elapsed days should be
allowed for a hardware repair or replacement that is returned to the
manufacturer/vendor.


 


6.                                       Priority 1
(P1) problems (see Section 10.4.1) shall receive
immediate attention and pre-empt other activities, with a goal to repair all
such problems within two working days from the time of the problem being
reported.


 


7.                                       The
Maintenance Plan shall explain how
problems that arise during warranty will be handled.


 


8.                                       The
Contractor shall define an
escalation procedure for problems not corrected within a stated time.


 


9.                                       The
Maintenance Plan shall specify the
estimated time required to travel to each site in the event that the reported
problem requires on-site attention.


 


10.4                        Warranty and Maintenance
Procedures


 


1.                                       The
Contractor shall establish and
maintain suitable maintenance procedures, effective throughout the warranty and
subsequent maintenance periods.


 


2.                                       The
maintenance procedures shall take
into account the service level criteria defined in the following sub-sections.


 


10.4.1              Warranty and Maintenance Support And Fault
Reporting


 


1.                                       Each
problem reported with the CN and SMA (if procured) shall be classified into either a:


 


1.1.                              Priority 1 Problem (P1)


 


Whereby the equipment is suffering from a
reduction in capacity, reliability or service quality.


 


1.2.                              Priority 2 Problem (P2)


 


These are non-critical problems that do not
fall into the P1 category. In this situation, no service capability is lost.


 


10.5.                     Telephone On-Call Technical
Warranty and Maintenance Support


 


1.                                       The
Contractor shall provide on-call
technical and operational support.


 


2.                                       This
on-call support shall include:


 


2.1.                              Diagnostic
assistance;


 


2.2.                              Clarification
of alarms and advice on hardware and equipment management;


 


2.3.                              Assistance
with the interpretation of hardware and system problems;


 


2.4.                              Technical
advice;


 


42

















 


2.5.                              Status
reporting on outstanding problems;


 


2.6.                              Progress
reporting on P1 problems not resolved within two working days of notification;


 


3.                                       Immediate
telephone warranty and maintenance support and Contractor remote site access shall be available during normal working
hours (defined as 08:30am to 05:00pm local Contractor time, Monday to Friday,
except public holidays).


 


4.                                       Telephone
contact shall be available outside
normal working hours (i.e. evenings, weekends and holidays) to a support engineer
(i.e. reachable via a mobile telephone, etc.).


 


5.                                       In the
case of out-of-hours support then access via a remote dial-up line shall be available within one-hour of
contact being made.


 


6.                                       Detailed
call handling procedures shall be
provided to each site operator where equipment has been installed.


 


7.                                       The
contractor shall maintain the call
handling procedures and any subsequent revisions.


 


10.6.       Fault Reporting


 


1.                                       All faults
shall be reported via an facsimile
and/or E-mail to the nominated Contractor Customer Support Office (CSO) using a
problem report.


 


2.                                       For P1
problems then telephone support shall also
be available as defined in Section 10.5.


 


3.                                       The
problem report shall contain the:


 


3.1.          Site
code;


 


3.2.          Contact
name;


 


3.3.          Contact
telephone number and facsimile number;


 


3.4.          Type
of fault (hardware, software or other);


 


3.5.          Date
and time of fault


 


3.5.          Brief
description of the fault or problem together with any reported error codes;


 


4.             In
the event of a hardware fault then the following additional information shall be provided:


 


4.1.          Part
number of the faulty equipment;


 


4.2.          Serial
number of the faulty equipment;


 


4.3.          Description
of the faulty equipment;


 


5.             In
the event of a hardware failure then the faulty item should be returned to the Contractor nominated repair
facility.


 


10.7.       On-site Attendance


 


1.                                       In the
event that a Contractor engineer is required to visit a BGAN site during
warranty/maintenance then a time notification period shall be mutually agreed.


 


2.                                       On-site
attendance shall be required in
cases of emergency and when the site operator has not been able to resolve the
problem using the Contractor supplied procedures.


 


43

















 


3.                                       Inmarsat
and the Contractor shall agree the
necessity of an on-site attendance on a case-by-case basis.


 


10.8.       Problem Resolution


 


10.8.1     P1 Resolution


 


1.                                       A
qualified response shall be
supplied by telephone to the relevant site operator within thirty (30) minutes
of the initial call and/or problem report being received at the CSO.


 


2.                                       For each
P1 problem, the Contractor shall provide
a work-around solution to restore site availability.


 


3.                                       Equipment
availability shall be restored in
the shortest possible time and full service restored no later than twenty-four
(24) hours from the reported incident.


 


4.                                       For each
P1 problem then the Contractor shall conduct
an investigation to determine the cause of the problem.


 


5.                                       The
results of this investigation shall be
provided as soon as possible and not later then at the end of the next working
day from the initial notification.


 


6.                                       For P1
software problems in Contractor-developed software then the Contractor shall provide a temporary software fix
within two (2) working days of the initial notification. A temporary software fix
is an interim software modification that does not go through a complete coding
and regression testing cycle.


 


7.                                       Each
temporary software fix shall be
subject to Inmarsat review before release. Inmarsat will identity an accessible
after-hours contact for this purpose.


 


8.             Each
temporary software fix should be
such that support effort required from the site operator during the loading
process is minimised (i.e. software downloading and initialisation is
automated).


 


9.             The
Contractor shall supply a formal software
release containing the formal resolution of the P1 problem in
Contractor-developed software within three (3) months of the notification.


 


10.8.2     P2 Resolution


 


1.             Unless
otherwise agreed, P2 problems reported in Contractor-developed software shall be corrected within the next routine
software maintenance release.


 


2.             emporary
software fixes shall only be
delivered ahead of the next formal release if expressly agreed with Inmarsat.


 


10.8.3     Regression Testing


 


1.             A
regression test procedure shall be
exercised by the Contractor for each new software release.


 


10.9.       Status Reporting


 


1.                                       Closure of
problem reports shall require an
examination of the symptoms to determine if the fault is hardware related,
software related or both.


 


2.                                       The
closure report shall detail the
cause(s) of the problem, affected software , proposed solution and resolution
schedule.


 


44

















 


3.                                       The test
procedures and implementation strategy for each resolution shall be evaluated and agreed in
co-operation with Inmarsat.


 


4.                                       The
Contractor shall hold a quarterly
maintenance review to monitor and report progress being made on reported
problems and against resolutions. Inmarsat reserve the right to participate in
these review meetings.


 


5.                                       The
Contractor shall provide a monthly
maintenance report to Inmarsat reporting the status of all outstanding reported
problems for both the CN and SMA (if procured) equipment.


 


6.                                       The
monthly maintenance report shall include
a characterisation of the particular status of each outstanding P1 problem as
well as a detailed problem resolution plan.


 


10.10      Warranty and Maintenance  Change
Control


 


10.10.1  Document Updates


 


This sub-section covers the co-ordination of document changes to
operational and user equipment manuals to ensure that they remain in line with
the equipment (hardware and software) installed in the field.


 


1.                                       Revision
control shall be retained over the
following document types:


 


1.1.          Operators
manuals;


 


1.2.          User/Procedures
manuals;


 


1.3.          Maintenance
Manuals;


 


2.             With
any new system or software release then the Contractor shall list any outstanding reported system
problems together with any procedure for avoiding or coping with the problem.


 


10.10.2. Software and Hardware Updates


 


1.             Each
software and hardware update shall be
accompanied by appropriate Release documentation.


 


2.             The
release documentation shall include
the:


 


2.1.          Identification
of changes included in the release;


 


2.2.                              Identification
of known or reported problems that are resolved in the release;


 


2.3.          Instructions
on how the release is to be installed and integrated;


 


2.4.          Documentation
replacement pages, as required;


 


2.5.          Tests
to be completed by the site staff;


 


10.10.3  Consolidated Software Releases


 


1.                                       The
Contractor shall undertake to
provide periodic consolidated software releases for Contractor-developed
software, if:


 


1.1.          Problems
have been reported.


 


45

















 


1.2.                              Phased
software deliveries are to be had in line with functional availability.


 


2.                                       It shall be possible to introduce a software
release during a site maintenance window.


 


3.                                       Each
software release shall be
compatible with the previous installed software and operating system
environment.


 


4.                                       Inmarsat shall retain the right to witness in-house
software release testing before it is transferred to the target site.


 


10.11              Release Control


 


1.                                       Contractor
release control shall be applied
to ensure that software released from the development environment is adequately
specified in terms of documentation, testing and quality.


 


2.                                       Release
control shall address:


 


2.1.          Configuration management: Management of the
resources used to control acceptance of new/changed software. Such
configuration management needs to permit regression back to any previous build
release. It needs to be possible to determine the modification state of a
particular software component in any new release. This principle similarly
applies to hardware changes.


 


2.2.                              Document Management: Generation of release notes and document
updates for the configuration controlled items.


 


2.3.                              Testing: Ensuring that new/changed functions are individually
tested then regression tested within the complete release using a
representative test environment.


 


2.4.                              Production: Generation of release media or hardware components
for site installation.


 


2.5.                              Installation instructions: Producing appropriate and documented
installation guidelines to the host sites which will, in case of unforeseen
problems, allow the staff, in a reasonable time scale, to regress to the
previous release.


 


2.6.                              Certification: Ensuring that the site configurations are compatible
with the new software or hardware release, in terms of configuration item
compatibility and operating system parameters.


 


3.             Each
release shall be categorised as
either:


 


3.1.          Routine: Where installation procedures are
provided with the release. In this event, each release represents a localised,
low risk change.


 


3.2.          With telephone assistance: Where
configuration at the factory cannot ensure complete confidence in the
reliability of the release when transferred into the target operating
environment. This assistance is extended to all P1 fixes.


 


3.3.          With on-site assistance: This will not
routinely be necessary for problem resolution, but will be provided when both
the Contractor and Inmarsat agrees that on-site support is required


 


4.             Before
any software release then the Contractor shall
have completed all required testing of the software.


 


5.             Release
testing shall include one or more
of:


 


46

















 


5.1.          Baseline
unit tests;


 


5.2.          Specific
tests for the individual changes;


 


5.3.          Regression
testing;


 


6.             Master
archives of the software, documentation and the release notes shall be maintained and updated at the
Contractor’s maintenance facility.


 


10.12.     Support Activities


 


10.12.1  Field Activity


 


1.             Representatives
from the Contractor Maintenance team shall attend
an annual operational management review meeting at Inmarsat for the CN and SMA
(if procured)  to discuss the operation
and service provided.


 


2.             Any
outstanding problem shall be
discussed at these meetings.


 


47

















 


11.                               DELIVERABLE DOCUMENTATION


 


1.                                       The
Contractor shall deliver to
Inmarsat all programme management documentation listed in Table 6 for the CN
and SMA (if procured), in accordance with the specified schedule.


 


2.                                       The
Contractor shall deliver to
Inmarsat all CN technical documentation listed in Table 7, in accordance with
the specified schedule.


 


3.                                       The
Contractor shall deliver to
Inmarsat all SMA (if procured) technical documentation listed in Table 8, in
accordance with the specified schedule.


 


4.                                       The
Contractor shall establish a
secure communications link to Inmarsat for the electronic exchange of documents
and e-mail.


 


5.                                       Delivery
of documentation (draft versions) shall
comprise:


 


5.1.          At
least two hard copies of each report;


 


5.2.          An
electronic version of each file, delivered via e-mail, floppy or CD ROM, as
appropriate.


 


6.             Delivery
of documentation (final versions) shall
comprise:


 


6.1.          At
least four hard copies of each report;


 


6.2.          An
electronic version of each file, delivered via e-mail, floppy or CD ROM, as
appropriate.


 


7.                                       Unless
otherwise agreed, all documentation shall be
delivered to Inmarsat, London.


 


8.                                       At the end
of the project, the Contractor shall prepare
and deliver a CD ROM containing the final version of each deliverable document.


 


9.                                       All
deliverable documents shall be
written in English.


 


10.                                 The
Contractor shall agree in advance
with Inmarsat the office software packages to be used, which shall be
compatible with Microsoft Office 2000.


 


11.                                 All
documentation should be delivered
in a browser viewable format (i.e. PDF or HTML).


 


12.                                 The
documentation standard and control procedure shall
be referenced in the QAP and approved by Inmarsat before use.


 


13.                                 All
documentation in Tables 6, 7 and 8 shall be
retained under formal document configuration control.


 


48

















 


	
   

  	
   

  	
  Contractor

  Document

  	
   

  	
   

  	
   

  	
  Delivery Schedule

  	
   

  
	
  No

  	
   

  	
   

  	
  Comments

  	
   

  	
  Draft 1

  	
   

  	
  Draft 2

  	
   

  	
  Final

  	
   

  
	
  PMT1.

  	
   

  	
  Programme
  Management Plan (PMP)

  	
   

  	
  Incorporates
  Overall Project Schedule.

  

  May be separated for the CN and SMA (if procured)t)

  	
   

  	
  Bid
  Proposal

  	
   

  	
  N/A

  	
   

  	
  KO
  review

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PMT
  2.

  	
   

  	
  Risk
  Management Plan (RMP)

  	
   

  	
  Incorporates
  overall risk management procedures.

  

  May be separated for the CN and SMA (if procured)

  	
   

  	
  Bid
  Proposal

  	
   

  	
  N/A

  	
   

  	
  KO
  review

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PMT
  3.

  	
   

  	
  Configuration
  Management Plan (CMP)

  	
   

  	
  Incorporates
  the overall configuration control procedures.

  

  May be separated for the CN and SMA (if procured).

  	
   

  	
  Bid
  Proposal

  	
   

  	
  N/A

  	
   

  	
  KO
  review

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PMT
  4.

  	
   

  	
  Quality
  Assurance Plan (QAP)

  	
   

  	
  Incorporates
  the overall quality assurance procedures.

  

  May be separated for the CN and SMA (if procured).

  	
   

  	
  Bid
  Proposal

  	
   

  	
  N/A

  	
   

  	
  KO
  review

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PMT
  5.

  	
   

  	
  Training
  Plan

  	
   

  	
  Covers
  both engineering and operational training

  

  May be separated for the CN and SMA (if procured).

  	
   

  	
  2
  weeks prior to PDR

  	
   

  	
  2
  weeks prior to FDR

  	
   

  	
  2
  weeks after FDR (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PMT
  6.

  	
   

  	
  Maintenance
  Plan

  	
   

  	
  Maintenance
  Plan for the equipment.

  

  May be separated for the CN and SMA (if procured).

  	
   

  	
  Draft
  at Bid Proposal

  	
   

  	
  2
  weeks prior to System Acceptance Testing

  	
   

  	
  2
  weeks after System Acceptance Testing (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PMT
  7.

  	
   

  	
  Monthly
  Progress Report

  	
   

  	
  Statement
  of project progress.

  

  May be separated for the CN and SMA (if procured).

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  Monthly

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PMT
  8

  	
   

  	
  Milestone
  Review Meeting Minutes

  	
   

  	
  Records
  the points raised at the review meetings

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  5
  days after each meeting

  	
   

  



 


49

















 


	
   

  	
   

  	
  Contractor

  Document

  	
   

  	
   

  	
   

  	
  Delivery Schedule

  	
   

  
	
  No

  	
   

  	
   

  	
  Comments

  	
   

  	
  Draft 1

  	
   

  	
  Draft 2

  	
   

  	
  Final

  	
   

  
	
  PMT
  9.

  	
   

  	
  Test
  Plan

  	
   

  	
  Details
  the overall test approach and the requirements mapping to the acceptance test
  plans.

  

  May be separated for the CN and SMA (if procured).

  	
   

  	
  Bid
  proposal

  	
   

  	
  2
  weeks prior to PDR

  	
   

  	
  2
  weeks prior to FDR

  
												



 


Table 6: Programme Management Documents


 


	
   

  	
   

  	
  Contractor

  Document

  	
   

  	
   

  	
   

  	
  Delivery Schedule

  	
   

  
	
  No

  	
   

  	
   

  	
  Comments

  	
   

  	
  Draft 1

  	
   

  	
  Draft 2

  	
   

  	
  Final

  	
   

  
	
  CNT
  1.

  	
   

  	
  CN
  Functional Specification

  	
   

  	
  CN
  Functional specification including the allocation of requirements to the
  various subsystems

  	
   

  	
  2
  weeks prior to PDR

  	
   

  	
  2
  weeks prior to FDR

  	
   

  	
  2
  weeks after FDR (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNT
  2.

  	
   

  	
  Iu
  Interface Control Document

  	
   

  	
  Detailed
  interface definition across the Iu and from the CN perspective

  	
   

  	
  2
  weeks prior to PDR

  	
   

  	
  2
  weeks prior to FDR

  	
   

  	
  2
  weeks after FDR (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNT
  3.

  	
   

  	
  External
  System Interface Control Documents (ICD)

  	
   

  	
  Interface
  definition between the CN and other BGAN subsystems including the:

  

  a) BSS

  

  b) DCN

  

  c) Inmarsat OAMS

  

  d) Inmarsat HNMS

  

  e) Service Provider and Network Interfaces

  

  f) SMA

  	
   

  	
  2
  weeks prior to PDR

  	
   

  	
  2
  weeks prior to FDR

  	
   

  	
  2
  weeks after FDR (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNT
  4.

  	
   

  	
  CN
  Facility Site Requirement Specification(s)

  	
   

  	
  Outlines
  the infrastructure required for delivery of equipment into each site.

  	
   

  	
  KO
  Review

  	
   

  	
  2
  weeks prior to PDR

  	
   

  	
  EDC
  + 6 months (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNT
  5.

  	
   

  	
  CN
  Segment Architectural Design Document

  	
   

  	
  CN
  system design document - decomposition into subsystems and internal
  interfaces.

  	
   

  	
  2
  weeks prior to PDR

  	
   

  	
  2
  weeks prior to FDR

  	
   

  	
  2
  weeks after FDR (if changed)

  	
   

  



 


50

















 


	
   

  	
   

  	
  Contractor

  Document

  	
   

  	
   

  	
   

  	
  Delivery Schedule

  	
   

  
	
  No

  	
   

  	
   

  	
  Comments

  	
   

  	
  Draft 1

  	
   

  	
  Draft 2

  	
   

  	
  Final

  	
   

  
	
  CNT
  6.

  	
   

  	
  CN
  Operational Procedures.

  	
   

  	
  User
  case or message flows between the various CN equipments for key system
  operations.

  	
   

  	
  2
  weeks prior to PDR

  	
   

  	
  2
  weeks prior to FDR

  	
   

  	
  2
  weeks after FDR (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNT
  7

  	
   

  	
  CN
  Factory Acceptance Test Plan

  	
   

  	
  Factory
  acceptance test plan.

  	
   

  	
  2
  weeks prior to the FDR

  	
   

  	
  N/A

  	
   

  	
  1
  month after the FDR

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNT
  8.

  	
   

  	
  CN
  Site Acceptance Test Plan

  	
   

  	
  Site
  acceptance test plan.

  

  This will be repeated for each site.

  	
   

  	
  2
  weeks prior to the FDR

  	
   

  	
  N/A

  	
   

  	
  2
  months after FDR

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNT
  9.

  	
   

  	
  CN
  Factory Acceptance Test Procedures

  	
   

  	
  Factory
  acceptance test procedures.

  	
   

  	
  2
  months prior to FAT

  	
   

  	
  2
  weeks prior to FAT

  	
   

  	
  2
  weeks after FATR (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNT
  10.

  	
   

  	
  CN
  Site Acceptance Test Procedures

  	
   

  	
  Site
  acceptance test procedures

  

  This will be repeated for each site.

  	
   

  	
  2
  months prior to the first SAT

  	
   

  	
  2
  weeks prior to the first SAT

  	
   

  	
  2
  weeks after the first SAT (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNT
  11.

  	
   

  	
  CN
  Training Manuals

  	
   

  	
  Manuals
  to be used for training on the delivered equipment.

  

  This will be repeated for each course type

  	
   

  	
  1
  month prior to the course date

  	
   

  	
  N/A

  	
   

  	
  1
  week prior to the course.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNT
  12.

  	
   

  	
  CN
  FAT Configuration Report

  	
   

  	
  FAT
  configuration report

  

  This will cover each distinct site configuration

  	
   

  	
  N/A

  	
   

  	
  FAT
  R

  	
   

  	
  1
  week after each FATR (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNT
  13.

  	
   

  	
  CN
  SAT Configuration Report

  	
   

  	
  SAT
  configuration report

  

  This will be repeated for each site

  	
   

  	
  N/A

  	
   

  	
  SATR

  	
   

  	
  1
  week after each SATR (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNT
  14.

  	
   

  	
  CN
  FAT Readiness Report

  	
   

  	
  CN
  FAT Readiness Report

  	
   

  	
  N/A

  	
   

  	
  FATR

  	
   

  	
  1
  week after each FATR (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNT
  15.

  	
   

  	
  CN
  SAT Readiness Report

  	
   

  	
  CN
  SAT Readiness Report.

  

  This will be repeated for each site

  	
   

  	
  N/A

  	
   

  	
  SATR

  	
   

  	
  1
  week after SATR (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNT
  16.

  	
   

  	
  CN
  FAT Test Report

  	
   

  	
  Results
  of the FAT testing

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  1
  week after each FATR

  	
   

  



 


51

















 


	
   

  	
   

  	
  Contractor

  Document

  	
   

  	
   

  	
   

  	
  Delivery Schedule

  	
   

  
	
  No

  	
   

  	
   

  	
  Comments

  	
   

  	
  Draft 1

  	
   

  	
  Draft 2

  	
   

  	
  Final

  	
   

  
	
  CNT
  17.

  	
   

  	
  CN
  SAT Test Report (including site transfer document)

  	
   

  	
  Results
  of the SAT testing

  

  This will be repeated for each site

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  1
  week after each SATR

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNT
  20.

  	
   

  	
  CN
  Final System Acceptance Test Plan

  	
   

  	
  Details
  of how the CN is intended to be acceptance tested once all sites are in
  place.

  	
   

  	
  9
  months prior to the testing (if changed)

  	
   

  	
  6
  months prior to the testing (if changed)

  	
   

  	
  3
  weeks prior to the testing (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNT
  21.

  	
   

  	
  CN
  Final System Acceptance Test Procedures

  	
   

  	
  Procedures
  for the system tests

  	
   

  	
  3
  months prior to the testing

  	
   

  	
  N/A

  	
   

  	
  2
  weeks prior to the testing (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNT
  22.

  	
   

  	
  CN
  Final Acceptance Test Report

  	
   

  	
  Results
  of the CN final acceptance testing

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  2
  weeks after the testing

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNT
  23.

  	
   

  	
  CN
  Operations Manual(s)

  	
   

  	
  Operating
  and user instructions for the CN equipment

  	
   

  	
  1
  month prior to Final System Acceptance

  	
   

  	
  N/A

  	
   

  	
  2
  weeks prior to the Final System Acceptance (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNT
  24.

  	
   

  	
  CN
  Site Survey Report

  	
   

  	
  Results
  of Contractor review of the BGAN site where equipment is to be installed.

  

  This will be repeated for each site where CN equipment is to be located

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  2
  weeks after each site survey

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNT
  25.

  	
   

  	
  CN
  Site Shipment Plan

  	
   

  	
  Details
  of when and how the equipment is to be shipped and accepted at the site

  

  This will be repeated for each site

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  4
  weeks prior to shipment to each site

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNT
  26.

  	
   

  	
  CN
  Site Readiness Review Report

  	
   

  	
  Site
  Readiness Review Report

  

  This will be repeated for each site

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  2
  weeks before review

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNT
  27.

  	
   

  	
  CN
  Site Installation Document

  	
   

  	
  Installation
  Plan for the equipment at the site

  

  This will be repeated for each site

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  2
  weeks before shipment

  	
   

  



 


52

















 


	
   

  	
   

  	
  Contractor

  Document

  	
   

  	
   

  	
   

  	
  Delivery Schedule

  	
   

  
	
  No

  	
   

  	
   

  	
  Comments

  	
   

  	
  Draft 1

  	
   

  	
  Draft 2

  	
   

  	
  Final

  	
   

  
	
  CNT
  28.

  	
   

  	
  CN
  Annual Operations Management Review Report

  	
   

  	
  Summary
  of warranty and maintenance activities provided over the last 12 month period

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  End
  of Warranty Yr1 and Yr2

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNT
  29.

  	
   

  	
  CN
  Recommended Spares List

  	
   

  	
  Definition
  of the sparing plan proposed for the CN equipment configuration.

  	
   

  	
  2
  weeks prior to FDR

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  



 


Table 7: CN Deliverable Technical Documentation


 


	
   

  	
   

  	
  Contractor

  Document

  	
   

  	
   

  	
   

  	
  Delivery Schedule

  	
   

  
	
  No

  	
   

  	
   

  	
  Comments

  	
   

  	
  Draft 1

  	
   

  	
  Draft 2

  	
   

  	
  Final

  	
   

  
	
  SMA
  1.

  	
   

  	
  SMA
  Functional Specification

  	
   

  	
  SMA
  Functional specification including the allocation of requirements to the
  various subsystems

  	
   

  	
  2
  weeks prior to PDR

  	
   

  	
  2
  weeks prior to FDR

  	
   

  	
  2 weeks
  after FDR (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMA
  2.

  	
   

  	
  External
  System Interface Control Documents (ICD)

  	
   

  	
  Interface
  definition between the SMA and other BGAN subsystems including the:

  

  a) BSS

  

  b) DCN

  

  c) RAN

  

  d) CN

  

  e) Inmarsat HNMS

  	
   

  	
  2
  weeks prior to PDR

  	
   

  	
  2
  weeks prior to FDR

  	
   

  	
  2
  weeks after FDR (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMA
  3.

  	
   

  	
  Facility
  Site Requirement Specification(s)

  	
   

  	
  Outlines
  the infrastructure required for delivery of equipment into each site.

  	
   

  	
  KO
  Review

  	
   

  	
  2
  weeks prior to PDR

  	
   

  	
  2
  weeks after PDR (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMA
  4.

  	
   

  	
  SMA
  Segment Architectural Design Document

  	
   

  	
  SMA
  system design document - decomposition into subsystems and internal
  interfaces.

  	
   

  	
  2
  weeks prior to PDR

  	
   

  	
  2
  weeks prior to FDR

  	
   

  	
  2
  weeks after FDR (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMA
  5.

  	
   

  	
  SMA
  Operational Procedures.

  	
   

  	
  User
  case or message flows between the various SMA equipments for key system and
  business operations.

  	
   

  	
  2
  weeks prior to PDR

  	
   

  	
  2
  weeks prior to FDR

  	
   

  	
  2
  weeks after FDR (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMA
  6.

  	
   

  	
  SMA
  Factory Acceptance Test Plan

  	
   

  	
  Factory
  acceptance test plan.

  

  This will be repeated for each planned system release

  	
   

  	
  2
  weeks prior to the FDR

  	
   

  	
  N/A

  	
   

  	
  1
  month after the FDR

  	
   

  



 


53

















 


	
   

  	
   

  	
  Contractor

  Document

  	
   

  	
   

  	
   

  	
  Delivery Schedule

  	
   

  
	
  No

  	
   

  	
   

  	
  Comments

  	
   

  	
  Draft 1

  	
   

  	
  Draft 2

  	
   

  	
  Final

  	
   

  
	
  SMA
  7.

  	
   

  	
  SMA
  Site Acceptance Test Plan

  	
   

  	
  Site
  acceptance test plan.

  

  This will be repeated for each planned system release

  	
   

  	
  2
  weeks prior to the FDR

  	
   

  	
  N/A

  	
   

  	
  2
  months after FDR

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMA
  8.

  	
   

  	
  SMA
  Factory Acceptance Test Procedures

  	
   

  	
  Factory
  acceptance test procedures.

  

  This will be repeated for each planned system release

  	
   

  	
  2
  months prior to the FAT

  	
   

  	
  2
  weeks prior to the FAT

  	
   

  	
  2
  weeks after the FATR (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMA
  9.

  	
   

  	
  SMA
  Site Acceptance Test Procedures

  	
   

  	
  Site
  acceptance test procedures

  

  This will be repeated for each planned system release

  	
   

  	
  2
  months prior to the SAT

  	
   

  	
  2
  weeks prior to the SAT

  	
   

  	
  2
  weeks after the SAT (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMA
  10.

  	
   

  	
  SMA
  Training Manuals

  	
   

  	
  Manuals
  to be used for training on the delivered equipment.

  

  This will be repeated for each course type

  	
   

  	
  1
  month prior to the course date

  	
   

  	
  N/A

  	
   

  	
  1
  week prior to the course.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMA
  11.

  	
   

  	
  SMA
  FAT Configuration Report

  	
   

  	
  FAT
  configuration report

  

  This will be repeated for each planned system release

  	
   

  	
  N/A

  	
   

  	
  FATR

  	
   

  	
  1
  week after each FATR (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMA
  12.

  	
   

  	
  SMA
  SAT Configuration Report

  	
   

  	
  SAT
  configuration report

  

  This will be repeated for each planned system release

  	
   

  	
  N/A

  	
   

  	
  SATR

  	
   

  	
  1
  week after each SATR (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMA
  13.

  	
   

  	
  SMA
  FAT Readiness Report

  	
   

  	
  FAT
  Readiness Report

  

  This will be repeated for each planned system release

  	
   

  	
  N/A

  	
   

  	
  FATR

  	
   

  	
  1
  week after each FATR (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMA
  14.

  	
   

  	
  SMA
  SAT Readiness Report

  	
   

  	
  SAT
  Readiness Report.

  

  This will be repeated for each planned system release

  	
   

  	
  N/A

  	
   

  	
  SATR

  	
   

  	
  1
  week after SATR (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMA
  15.

  	
   

  	
  SMA
  FAT Test Report

  	
   

  	
  Results
  of the FAT testing

  

  This will be repeated for each planned system release

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  1
  week after each FATR

  	
   

  



 


54

















 


	
   

  	
   

  	
  Contractor

  Document

  	
   

  	
   

  	
   

  	
  Delivery Schedule

  	
   

  
	
  No

  	
   

  	
   

  	
  Comments

  	
   

  	
  Draft 1

  	
   

  	
  Draft 2

  	
   

  	
  Final

  	
   

  
	
  SMA
  16.

  	
   

  	
  SMA
  SAT Test Report (

  	
   

  	
  Results
  of the SAT testing

  

  This will be repeated for each planned system release

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  1
  week after each SATR

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMA
  17

  	
   

  	
  SMA
  Final System Acceptance Test Plan

  	
   

  	
  Details
  of how the SMA is intended to be acceptance tested once all sites are in
  place.

  	
   

  	
  9
  months prior to the testing (if changed)

  	
   

  	
  6
  months prior to the testing (if changed)

  	
   

  	
  3
  weeks prior to the testing (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMA
  18

  	
   

  	
  SMA
  Final System Acceptance Test Procedures

  	
   

  	
  Procedures
  for the system tests

  	
   

  	
  3
  months prior to the testing

  	
   

  	
  N/A

  	
   

  	
  2
  weeks prior to the testing (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMA
  19

  	
   

  	
  SMA
  Final Acceptance Test Report

  	
   

  	
  Results
  of the SMA final acceptance testing

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  2
  weeks after the testing

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMA
  20

  	
   

  	
  SMA
  Operations Manual(s)

  	
   

  	
  Operating
  and user instructions for the SMA equipment

  

  This will be repeated for each planned system release

  	
   

  	
  1
  month prior to Final System Acceptance

  	
   

  	
  N/A

  	
   

  	
  2
  weeks prior to the Final System Acceptance (if changed)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMA
  21

  	
   

  	
  SMA
  Site Survey Report

  	
   

  	
  Results
  of Contractor review of the BGAN site where equipment is to be installed.

  

  This will be repeated for each site where SMA equipment is to be located

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  2
  weeks after each site survey

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMA
  22

  	
   

  	
  SMA
  Site Shipment Plan

  	
   

  	
  Details
  of when and how the equipment is to be shipped and accepted at the site

  

  This will be repeated for each planned system release

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  4
  weeks prior to shipment to each site

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMA
  23

  	
   

  	
  SMA
  Site Readiness Review Report

  	
   

  	
  Site
  Readiness Review Report

  

  This will be repeated for each planned system release

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  2
  weeks before review

  	
   

  



 


55

















 


	
   

  	
   

  	
  Contractor

  Document

  	
   

  	
   

  	
   

  	
  Delivery Schedule

  	
   

  
	
  No

  	
   

  	
   

  	
  Comments

  	
   

  	
  Draft 1

  	
   

  	
  Draft 2

  	
   

  	
  Final

  	
   

  
	
  SMA
  24

  	
   

  	
  SMA
  Site Installation Document

  	
   

  	
  Installation
  Plan for the equipment at the site

  

  This will be repeated for each site

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  2
  weeks before shipment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMA
  25

  	
   

  	
  SMA
  Annual Operations Management Review Report

  	
   

  	
  Summary
  of warranty and maintenance activities provided over the last 12 month period

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  End
  of WarrantyYr1 and Yr2

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMA
  26

  	
   

  	
  SMA
  Recommended Spares List

  	
   

  	
  Definition
  of the sparing plan proposed for the CN equipment configuration.

  	
   

  	
  2
  weeks prior to FDR

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  



 


Note: This table will be finalized when the
SMA option is exercised.


 


Table 8: SMA Deliverable Technical Documentation


 


56

















 


12.          APPLICABLE
STANDARDS


 


Inmarsat are responsible for the provisioning of each of the sites into
which the CN (including RTB at RAN development facility) and SMA equipment is
to be installed. This includes all building work (i.e. foundations, offices,
operation centres, etc.), utilities (e.g. water, electricity, etc.) and general
facilities such as power, earthing and ventilation.


 


1.                                       The
Contractor shall undertake to
deliver at Kick-off Review meeting a preliminary draft of equipment detail, and
finalise by EDC + 6 months the Site Facilities Requirement Specifications,
outlining all site infrastructure required to enable equipment
installation.  The SFRS for the RAN
development facility shall be finalised
at the Kick-off Review meeting.


 


2.                                       Each Site
Facilities Requirement Specification shall include
a schedule of when facilities will be required and when access to the site is
needed.


 


3.                                       Each Site
Facilities Requirement Specification shall address
what is required in terms of:


 


3.1.          Power supply;


 


3.2.          Environmental
conditions (temperature, humidity, etc.);


 


3.3.          Floor space;


 


3.4.          Security and access
control;


 


3.5.          Estimated number of
operational staff;


 


3.6.          Qualifications of
operational staff;


 


3.7.                              Civil
engineering (e.g. building, antenna structure and load bearing, etc.);


 


3.8.          Mechanical
structures;


 


12.1.       Site
Requirements


 


Selection of the SAS sites has not yet been made. Selection of the first
two sites will be identified by PDR. The selection of the other sites will be
identified by EDC + 12 months.


 


The NOC master and backup are currently located in the UK, exact details
of which will be given to the successful bidder.


 


The BOC is currently planned for the Inmarsat Headquarters in London.


 


1.                                       The
Contractor shall agree to adhere
to all national requirements in respect to equipment installation at the
selected site.


 


2.                                       All
equipment (equipment racks, systems, cards, test equipment, instruments,
cables, etc.) shall be labelled to
enable easy identification.


 


3.                                       Such
labelling shall not be of a
temporary nature.


 


4.                                       All
labelling shall be written in the
English language.


 


5.                                       The
Contractor should enter equipment
inventory details in the Site Installation Plan.


 


6.                                       Equipment shall be provided with clearly identified
and suitable termination points for all cabling to facilitate installation,
interconnection and subsequent maintenance.


 


57

















 


7.                                       Wiring and
cabling used within the equipment shall
be of adequate size and rating so as to prevent mechanical or electrical damage
by any reasonable factors, including the carrying out of routine maintenance
work.


 


8.                                       The
Contractor-supplied commercial off-the-shelf (COTS) equipment shall have as a minimum, the applicable
certification markings dependent on the intended installation location.


 


9.                                       All
Contractor developed equipment shall
have the CE mark and additionally be compliant to UL and FCC requirements for
that class of equipment.


 


10.                                 Equipment
precautions shall include:


 


10.1.        Induced voltages due
to lightning discharge;


 


10.2.        AC mains borne
interference;


 


10.3.        Induced voltages due
to adjacent equipment;


 


11.                                 The
Contractor shall provide adequate
protection against any equipment susceptibility to potential electromagnetic
contamination.


 


12.2        Environmental Conditions


 


1.                                       The
equipment shall meet their
technical requirements over the following range of environmental conditions:


 


	
  Temperature

  	
   

  	
  10o
  to 35o C ambient

  
	
   

  	
   

  	
   

  
	
  Relative
  Humidity

  	
   

  	
  10
  to 80% bounded by an absolute humidity of 20g/m3on the high side
  and bounded by 1.5 g/ m3 on the low side

  



 


12.3        Health
and Safety


 


1.                                       The
Contractor shall deliver equipment
that fully complies with the safety requirements associated with its CE mark.


 


58

















 


13.          TEST FACILITIES


 


1.                                       The
Contractor shall be responsible
for all test tools, instruments and simulators needed to test the CN and SMA
(if procured) delivered.


 


2.                                       A RAN RTB
facility is available and shall be
used by the CN contractor to prove out UT – CN and RAN – CN interfaces during
the development process.


 


3.                                       Access to
the RAN RTB shall be agreed
between Inmarsat, the RAN contractor and the CN contractor by the contract
start date.


 


4.                                       The
Contractor shall maintain an
in-house reference test facility suitable for long term maintenance and support
of the equipment when delivered into the field.


 


13.1.       Reference
Test Bed (RTB) at Contractor Facilities


 


The
purpose of this RTB (maintained at the Contractor facility) is to enable the
Contractor to suitably verify, test and debug the CN and SMA during
development.  Although dedicated SMA
equipment for the RTB has not been procured, SMA equipment intended for the
first SAS site will be connected in for testing purposes.  Thereafter, the RTB will be used for
maintenance once in operation and for co-ordinating and testing upgrades
including new software, new enhancements etc and also for trouble shooting.


 


Similarly,
the RAN Contractor will maintain a RAN RTB. 
The transmission link between the RAN RTB and the CN RTB will be
provided by Inmarsat.


 


1.                                       During the
development and test stage the Contractor shall
be responsible for all in-lab equipment required to verify the AI
with the CN.


 


2.                                       The
Contractor shall design, develop
and build an in-factory representative Reference Test Bed (RTB) sufficiently
sized (both hardware and software) to assist with CN development, system
performance/load testing, AI verification and maintenance investigations.


 


3.                                       The
Contractor shall use the RTB for
in-house system testing, warranty and maintenance support.


 


4.                                       The
Contractor shall support the RTB
throughout the development, testing and warranty period.


 


5.                                       The
Contractor and Inmarsat shall agree
upon a delivery mechanism between the Contractor facility and SAS site for the
transfer of software upgrades, files, etc.


 


6.                                       The RTB shall be able to connect with the
operational network, when authorised via Inmarsat and on provision of a
suitable communications line.


 


7.                                       The RTB shall provide a test harness capability for
all external interfaces to the CN.


 


8.                                       The RTB shall be ready by EDC + 16 months.


 


9.                                       The RTB shall also incorporate the proprietary
voice codec implementation, which may be on a development platform provided by
the voice codec supplier.


 


59

















 


14.          SYSTEM
INTEGRATION EFFORT


 


14.1        BGAN Development Coordination Forum


 


Inmarsat
will chair BGAN Development Coordination Forum (DCF) meetings for the
coordination of technical and operational issues related to the BGAN system
development.  All contractors and
suppliers related to the BGAN system development are required to participate in
these DCF meetings.


 


The
scope of the DCF is to encompass:


 


a)              Resolution of
technical and operational issues related to the development of the BGAN system


 


b)             Co-ordination of
inter-working and integration testing between different BGAN subsystems;


 


c)              Identification and
resolution of issues related to gaining type approval and certification of BGAN
user terminal equipment for different markets;


 


d)             Identification and
resolution of technical issues related to gaining licensing and market access
for the BGAN system operation and service provision.


 


1.                                       The
Contractor shall participate in
the DCF meetings to be established by Inmarsat.


 


2.                                       The
Contractor shall participate
proactively in identifying and resolving technical and operational issues
related to the development of BGAN system.


 


14.2        Access
to Reference Test Bed


 


The
Contractor shall make available
the Reference Test Bed (RTB) for interworking and integration tests by other
BGAN subsystem suppliers, as nominated by Inmarsat.  Inmarsat will ensure that the other BGAN subsystem suppliers
provide reasonable notice for the Contractor to schedule access to the RTB
facilities.


 


14.3        BGAN Ground Network Integration
Support


 


Inmarsat
plans to run a series of BGAN ground network test campaigns designed to ensue
that all major systems interface correctly and that functionality that crosses
sub-system boundaries co-ordinate end-to-end. This is hence not a repeat of the
individual system acceptance tests, but more a wider checkout of end-to-end
system operation.


 


Each
BGAN contractor will be required to commit to providing some level of resources
to support this testing.


 


1.                                       The
Contractor shall support overall
BGAN ground network integration testing activity as directed by Inmarsat.


 


2.                                       The
Contractor shall make available
skilled personnel capable of supporting the integration test campaigns, for a
minimum of 10 man-years at agreed time and materials charge rates.


 


3.                                       The
Contractor shall invoice Inmarsat
on a monthly basis in arrears for the actual level of support provided.


 


4.                                       All system
integration activities supported by the Contractor shall require prior approval by the responsible Inmarsat
project manager.


 


60

















 


APPENDIX A - ABBREVIATIONS


 


	
  ADD

  	
   

  	
  Architectural
  Design Document

  
	
  ADR

  	
   

  	
  Architectural
  Design Review

  
	
  AI

  	
   

  	
  Air
  Interface

  
	
  AOC

  	
   

  	
  Advanced
  Operations Centre

  
	
  API

  	
   

  	
  Applications
  Programming Interface

  
	
  ATR

  	
   

  	
  Alpha
  Test Review

  
	
  BCC

  	
   

  	
  NOC
  Backup Control Centre

  
	
  BGAN

  	
   

  	
  Broadband
  Global Area Network

  
	
  BOC

  	
   

  	
  Business
  Operations Centre

  
	
  BSS

  	
   

  	
  Business
  Support System

  
	
  BTR

  	
   

  	
  Beta
  Test Review

  
	
  CAI

  	
   

  	
  Common
  Air Interface

  
	
  CCB

  	
   

  	
  Change
  Control Board

  
	
  CMP

  	
   

  	
  Configuration
  Management Plan

  
	
  CSO

  	
   

  	
  Customer
  Support Office

  
	
  CU

  	
   

  	
  Communications
  Unit

  
	
  DCF

  	
   

  	
  Development
  Coordination Forum

  
	
  DCN

  	
   

  	
  Data
  Communications Network

  
	
  DR

  	
   

  	
  Development
  Review

  
	
  EDC

  	
   

  	
  Effective
  Date of Contract

  
	
  ESA

  	
   

  	
  European
  Space Agency

  
	
  FAT

  	
   

  	
  Factory
  Acceptance Test

  
	
  FATR

  	
   

  	
  FAT
  Review

  
	
  FDR

  	
   

  	
  Final
  Design Review

  
	
  FFP

  	
   

  	
  Firm
  Fixed Price

  
	
  FTR

  	
   

  	
  Factory
  Test Review

  
	
  GEO

  	
   

  	
  Geostationary
  Earth Orbit

  
	
  GGSN

  	
   

  	
  Gateway
  GPRS Support Node

  
	
  GPRS

  	
   

  	
  General
  Packet Radio Service

  
	
  GS

  	
   

  	
  Ground
  Station

  
	
  HFR

  	
   

  	
  Hardware
  Fault Report

  
	
  HLR

  	
   

  	
  Home
  Location Register

  
	
  HMP

  	
   

  	
  Hardware
  Management Plan

  
	
  HNMS

  	
   

  	
  Harmonised
  Network Management System

  
	
  ICD

  	
   

  	
  Interface
  Control Document

  
	
  IF

  	
   

  	
  Intermediate
  Frequency

  
	
  ITP

  	
   

  	
  Integration
  Test Plan

  
	
  KOR

  	
   

  	
  Kick-off
  Review

  
	
  MTBF

  	
   

  	
  Mean
  Time Between Failures

  
	
  MT

  	
   

  	
  Mobile
  Terminal

  
	
  MTTR

  	
   

  	
  Mean
  Time to Repair

  
	
  N/A

  	
   

  	
  Not
  Applicable

  
	
  NE

  	
   

  	
  Network
  Element

  
	
  NOC

  	
   

  	
  Network
  Operations Centre

  
	
  NFO

  	
   

  	
  Network
  Facilities Operator

  
	
  OAMS

  	
   

  	
  Operational
  Alarms and Measurements System

  
	
  ORR

  	
   

  	
  Operations
  Readiness Review

  
	
  OTR

  	
   

  	
  Operations
  Test Report

  
	
  PBSC

  	
   

  	
  Packet
  Base Station Controller

  
	
  PBTS

  	
   

  	
  Packet
  Base Transceiver Site

  
	
  PDD

  	
   

  	
  Prototype
  Design Document

  
	
  PDR

  	
   

  	
  Preliminary
  Design Review

  
	
  PLMN

  	
   

  	
  Plain
  Land Mobile Network

  
	
  PMC

  	
   

  	
  Personal
  Multimedia Communications

  



 


61

















 


	
  PMP

  	
   

  	
  Programme
  Management Plan

  
	
  PSN

  	
   

  	
  Problem
  Status Notice

  
	
  QAP

  	
   

  	
  Quality
  Assurance Plan

  
	
  QoS

  	
   

  	
  Quality
  of Service

  
	
  CNQ

  	
   

  	
  CN
  Query

  
	
  RAN

  	
   

  	
  Radio
  Access Network

  
	
  RF

  	
   

  	
  Radio
  Frequency

  
	
  RFP

  	
   

  	
  Request
  for Proposal

  
	
  RMP

  	
   

  	
  Risk
  Management Plan

  
	
  RID

  	
   

  	
  Review
  Item Discrepancy

  
	
  RN

  	
   

  	
  Release
  Note

  
	
  RTB

  	
   

  	
  Reference
  Test Bed

  
	
  SAS

  	
   

  	
  Satellite
  Access Station

  
	
  SAT

  	
   

  	
  Site
  Acceptance Test

  
	
  SATR

  	
   

  	
  SAT
  Review

  
	
  SDD

  	
   

  	
  System
  Design Document

  
	
  SFR

  	
   

  	
  Software
  Fault Report

  
	
  SFS

  	
   

  	
  System
  Functional Specification

  
	
  SGSN

  	
   

  	
  Serving
  GPRS Support Node

  
	
  SID

  	
   

  	
  SAS
  Installation Document

  
	
  SMA

  	
   

  	
  Service
  Management Architecture

  
	
  SMP

  	
   

  	
  Software
  Management Plan

  
	
  SOT

  	
   

  	
  System
  Operational Testing

  
	
  SOW

  	
   

  	
  Statement
  of Work

  
	
  SPR

  	
   

  	
  System
  Problem Report

  
	
  SP

  	
   

  	
  Service
  Provider

  
	
  STP

  	
   

  	
  System
  Test Plan

  
	
  TBC

  	
   

  	
  To
  Be Confirmed

  
	
  TBD

  	
   

  	
  To
  Be Determined

  
	
  TE

  	
   

  	
  Terminal
  Equipment

  
	
  USB

  	
   

  	
  Universal
  Serial Bus (1)

  
	
  USB

  	
   

  	
  Update
  Status Notice (2)

  
	
  UT

  	
   

  	
  User
  Terminal

  
	
  VLR

  	
   

  	
  Visitor
  Location Register

  
	
  WBS

  	
   

  	
  Work
  Breakdown Structure

  
	
  WPD

  	
   

  	
  Work
  Package Description

  



 


62

















 


APPENDIX
B - ICD CHANGE CONTROL BOARD


 


ICD CHANGE CONTROL BOARD (CCB)


 


BASIC GUIDELINES


 


DRAFT


 


1.    Membership
of the ICD CCB shall be open to the suppliers of all major subsystems of the
BGAN system.


 


2.    Inmarsat
shall chair the CCB.  All other members
of the CCB shall have equal status.


 


3.    The
CCB shall be responsible for maintaining all BGAN Interface Control Documents
(ICDs), including the BGAN Air Interface (AI) definition.


 


4.    Any
member of the CCB may propose changes to any ICD, with appropriate supporting
information and justification.


 


5.    The
CCB shall decide whether a given change is substantive or editorial.


 


6.    Editorial
changes shall be to clarify ambiguities and remove errors in the ICD
definition.  Substantive changes shall
be to provide enhanced performance/ functionality in the ICD definition.


 


7.    All
members shall adopt all editorial changes, without the need for amendment of
their respective development contracts.


 


8.    All
members shall adopt substantive changes up to their respective contractual PDR
milestones, provided there is no consequential impact on the contracted scope
of work, without amendment of their respective contracts


 


9.    All
members shall adopt substantive changes up to their respective contractual FDR
milestones, provided there is no consequential impact on the contracted scope
of work.


 


10.  All
members shall make best efforts to adopt substantive changes at any time, in
the interest of ensuring a properly functional BGAN system.


 


11.  Decisions
of the CCB shall generally be taken by consensus.  In case of lack of consensus, the Chairperson shall decide on the
basis of congruence with Inmarsat BGAN programme goals.


 


63

















 


	
  

  	
   

  	
  INM-CO/01-2981/TS
10/05/2004

   

  



 


Annex B


 


System Requirements
Specification


 


 


[***]


 


1

















 


	
  

  	
   

  	
  INM-CO/01-2981/TS
10/05/2004

   

  



 


Annex C


 


Price Breakdown


 


 


[***]


 


1

















 


	
  

  	
   

  	
  INM-CO/01-2981/TS
10/05/2004

   

  



 


Annex D


 


 


[***]


 


1

















 


	
  

  	
   

  	
  INM-CO/01-2981/TS
10/05/2004

   

  



 


Annex E


 


Warranty and Maintenance Plan


 


The
Contractor’s Final Warranty and Maintenance Plan in conformance with the requirements
of Annex A Statement of Work.


 


Confidential & Proprietary


 


1

















 


	
  

  	
   

  	
  INM-CO/01-2981/TS
10/05/2004

   

  



 


Annex F


 


Contractor Key Personnel


 




	
  Name

  	
   

  	
  Title

  	
   

  	
  % on Project

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ian
  Hoddle

  	
   

  	
  Satellite
  Group Account Director

  	
   

  	
  50

  
	
  Mike
  Bale

  	
   

  	
  Programme
  Director

  	
   

  	
  100

  
	
  Riikka
  Salminen

  	
   

  	
  Technical
  Manager

  	
   

  	
  100

  
	
  Hemant
  Pant

  	
   

  	
  Technical
  Manager

  	
   

  	
  100

  
	
  Eric
  Valentine

  	
   

  	
  Technical
  Manager

  	
   

  	
  50

  
	
  Bo
  Sundstedt

  	
   

  	
  Technical
  Manager

  	
   

  	
  50

  
	
  David
  Boltz

  	
   

  	
  Technical
  Manager

  	
   

  	
  50

  
	
  Simon
  Beech

  	
   

  	
  Technical
  Manager

  	
   

  	
  50

  
	
  Kevin
  Arnold

  	
   

  	
  Service
  Network and Site LAN

  Infrastructure Project Manager

  	
   

  	
  100

  
	
  Andrew
  Phillips

  	
   

  	
  Service
  Network and Site LAN

  Infrastructure Technical Manager

  	
   

  	
  100

  






 


Confidential & Proprietary


 


1

















 


	
  

  	
   

  	
  INM-CO/01-2981/TS
10/05/2004

   

  



 


Annex G


 


	
  Company

  	
   

  	
  CMG
  Wireless Data Solutions B.V.

  
	
  Address

  	
   

  	
  Merweplein
  5 t/m 13

  P.O.Box 261

  3430 AG Nieuwegein

  The Netherlands

  
	
  Authorised Recipient

  	
   

  	
  Henk
  Jan Korte — Ericsson Sales Consultang

  
	
  Contact Details

  	
   

  	
  Tel:

  Fax:

  Email: henk.jan.kotes@cmg.nl

  
	
   

  	
   

  	
   

  
	
  Company

  	
   

  	
  Comverse
  Infosys Ltd

  
	
  Address

  	
   

  	
  23
  Habarzel Street

  Tel Aviv 69710

  Israel

  
	
  Authorised Recipient

  	
   

  	
  Aron
  Dovrat — Marketing Manager

  
	
  Contact Details

  	
   

  	
  Tel:

  Fax:

  Email: aron_dovrat@icominfosys.com

  
	
   

  	
   

  	
   

  
	
  Company

  	
   

  	
  Sema
  Group Plc.

  
	
  Address

  	
   

  	
  Trafalgar
  House

  Richfield Avenue

  Reading

  Berkshire RG1 8QA

  United Kingdom

  
	
  Authorised Recipient

  	
   

  	
  Andy
  Reed — Ericsson Account Manager, Fraud & Messaging

  
	
  Contact Details

  	
   

  	
  Tel:

  Fax:

  Email: Andy.REED@sema.co.uk

  
	
   

  	
   

  	
   

  
	
  Company

  	
   

  	
  Lockheed
  Martin Global Telecommunications Corporation (incorporating Comsat
  Laboratories)

  
	
  Address

  	
   

  	
  2230
  Comsat Drive

  Clarksburg

  MD 20871

  United States of America

  
	
  Authorised Recipient

  	
   

  	
  Dilip
  Gokhale — Director, Network and Planning Group

  
	
  Contact Details

  	
   

  	
  Tel:

  Fax:

  Email: Dilip.Gokhale@comsat.com

  



 


Confidential & Proprietary


 


1

















 


	
  

  	
   

  	
  INM-CO/01-2981/TS
10/05/2004

   

  



 


Annex H


 


Declaration of Background


 


Confidential & Proprietary


 


1

















 


Contractor Background
Information


 


Ericsson’s
background information includes Intellectual Property such as granted and
applied for patents with respect to, but not limited to, the supplied hardware,
software and firmware components, standards contributions, within but not
limited to 3GPP, ETSI, ITU-T, Know-how in all the areas of Ericsson’s
operations, public papers, project documentation, test findings, environmental
measurements, building practices including earthing and earthquake resistance.


 


Ericsson’s
background further includes all the data, Know-how, Invention, or Intellectual
Property Rights owned by or otherwise in the possession of Ericsson or
Ericsson’s subcontractors, at the effective date of this contract, for whole of
Ericsson Product Portfolio and operations thereof.


 


Ericsson
internal as well as external documents created prior to the date of this
document shall be fully incorporated by reference herein and deemed to have
been fully included in this document. All work being done on Inmarsat BGAN, as
per the contract Statement of Work (SOW) and System Requirements Specifications
(SRS) is being performed within the Ericsson BGAN program and is considered as
Contractor foreground information. Any information created elsewhere is
Contractor background information.