Exhibit 10.9


 


	
  

  	
  Contract
  INM-CO/03-3609/MD

  



 


 


CONTRACT INM-CO/03-3609/MD


 


BROADBAND GLOBAL AREA
NETWORK (BGAN)


BUSINESS SUPPORT SYSTEM


FRAMEWORK CONTRACT


 


BETWEEN


 


INMARSAT LIMITED


 


AND


 


DANET GmbH


 


 


This document is
confidential and proprietary to Inmarsat and may only be used by the

recipient for internal purposes.  It may
not be disclosed to third parties or reproduced

without Inmarsat’s written consent.


 


	
  Copyright © Inmarsat Ltd 2003

  	
   

  	
  Proprietary & Confidential

  



 


1

















 


DOCUMENT STATUS PAGE


 


	
  Issue

  	
   

  	
  Update

  	
   

  	
  Date

  	
   

  	
  Amendment Summary

  
	
  1

  	
   

  	
  2

  	
   

  	
  07Oct02

  	
   

  	
   

  
	
  2

  	
   

  	
  3

  	
   

  	
  15Oct02

  	
   

  	
  CRT comments

  
	
  3

  	
   

  	
  3

  	
   

  	
  26Mar03

  	
   

  	
  Improved
  numbering, updated legal comments including some missing clauses

  
	
  4

  	
   

  	
  4

  	
   

  	
  8Apr03

  	
   

  	
  Confidentiality
  and IPR – legal comments incorporated

  
	
  5

  	
   

  	
  5

  	
   

  	
  25apr03

  	
   

  	
  Revisions
  based on negotiations added

  
	
  6

  	
   

  	
  6

  	
   

  	
  8May03

  	
   

  	
  Revisions
  based on further negotiations added

  
	
  7

  	
   

  	
  7

  	
   

  	
  19May03

  	
   

  	
  Final
  revisions on sub-contractors, default and shareholders guarantees made, plus
  grammatical changes.

  
	
  8

  	
   

  	
  8

  	
   

  	
  28 May03

  	
   

  	
  Revisions to
  Main Contract, Schedules by Danet

  
	
  9

  	
   

  	
  9

  	
   

  	
  28May03

  	
   

  	
  Response to
  Danet revisions plus CRT comments from Inmarsat.

  
	
  10

  	
   

  	
  10

  	
   

  	
  5June03

  	
   

  	
  Revisions
  based on further clarifications added

  
	
  11

  	
   

  	
  11

  	
   

  	
  10June03

  	
   

  	
  Final
  additions to annexes

  
	
  12

  	
   

  	
  12

  	
   

  	
  12June03

  	
   

  	
  Final
  Version for signature

  



 


2

















 


Table of Contents


 


	
  Article 1.

  	
  Definitions

  	
   

  
	
  Article 2.

  	
  Services, Equipment and
  Programs to be provided

  	
   

  
	
  Article 3.

  	
  Duration of Contract

  	
   

  
	
  Article 4.

  	
  Contractor’s acknowledgement

  	
   

  
	
  Article 5.

  	
  Writing of Programs

  	
   

  
	
  Article 6.

  	
  Payment and Expenses

  	
   

  
	
  Article 7.

  	
  Taxes and Duties

  	
   

  
	
  Article 8.

  	
  Contract Implementation Plan
  and Delays

  	
   

  
	
  Article 9.

  	
  Acceptance

  	
   

  
	
  Article 10.

  	
  Default

  	
   

  
	
  Article 11.

  	
  Variations and Change
  Orders

  	
   

  
	
  Article 12.

  	
  Changes to the
  Documentation

  	
   

  
	
  Article 13.

  	
  Delivery and installation

  	
   

  
	
  Article 14.

  	
  Warranty

  	
   

  
	
  Article 15.

  	
  Service and Support

  	
   

  
	
  Article 16.

  	
  Proprietary rights

  	
   

  
	
  Article 17.

  	
  Title and Assumption of
  Risk

  	
   

  
	
  Article 18.

  	
  Indemnity

  	
   

  
	
  Article 19.

  	
  Maintenance

  	
   

  
	
  Article 20.

  	
  Representatives

  	
   

  
	
  Article 21.

  	
  Inmarsat Supplied
  Information & Co-operation

  	
   

  
	
  Article 22.

  	
  Contractor’s staff

  	
   

  
	
  Article 23.

  	
  Confidentiality

  	
   

  
	
  Article 24.

  	
  Conformity with Site
  regulations

  	
   

  
	
  Article 25.

  	
  Non Solicitation of
  Personnel

  	
   

  
	
  Article 26.

  	
  Termination

  	
   

  
	
  Article 27.

  	
  Financial Information

  	
   

  
	
  Article 28.

  	
  Effects of Termination

  	
   

  
	
  Article 29.

  	
  Force Majeure

  	
   

  
	
  Article 30.

  	
  Liability

  	
   

  
	
  Article 31.

  	
  Insurance

  	
   

  
	
  Article 32.

  	
  Entire agreement

  	
   

  
	
  Article 33.

  	
  Third party contract
  rights exclusion

  	
   

  
	
  Article 34.

  	
  Sub-contracts

  	
   

  
	
  Article 35.

  	
  Access to Work in Progress
  and Data

  	
   

  
	
  Article 36.

  	
  Key Personnel

  	
   

  
	
  Article 37.

  	
  Key Sub-Contractors

  	
   

  
	
  Article 38.

  	
  Principles Applicable to
  Selection of Sub-Contractors and Suppliers

  	
   

  
	
  Article 39.

  	
  Publicity and
  announcements

  	
   

  
	
  Article 40.

  	
  Law

  	
   

  
	
  Article 41.

  	
  Disputes

  	
   

  
	
  Article 42.

  	
  Arbitration

  	
   

  
	
  Article 43.

  	
  Severability

  	
   

  
	
  Article 44.

  	
  Notices and communications

  	
   

  
	
  Article 45.

  	
  Formal Notices

  	
   

  
	
  Article 46.

  	
  Further assurance

  	
   

  
	
  Article 47.

  	
  Waiver

  	
   

  
	
  Article 48.

  	
  Assignment

  	
   

  
	
  Article 49.

  	
  Government Authorisations
  and Licences

  	
   

  
	
  Article 50.

  	
  Order of Precedence

  	
   

  



 


3

















 


Schedules


 


	
  SCHEDULE
  1

  	
  Statement
  of Work

  	
   

  
	
  SCHEDULE 2

  	
  Technical, Functional and Operational
  Requirements

  	
   

  
	
  SCHEDULE 3

  	
  The Equipment & Software

  	
   

  
	
  SCHEDULE 4

  	
  Project Plan

  	
   

  
	
  SCHEDULE 5

  	
  Staff & Representatives

  	
   

  
	
  SCHEDULE 6

  	
  The Price

  	
   

  
	
  SCHEDULE 7

  	
  Storage Media & Escrow Provisions

  	
   

  
	
  SCHEDULE 8

  	
  Sub-contracts

  	
   

  
	
  SCHEDULE 9

  	
  Performance Bond

  	
   

  
	
  SCHEDULE 10

  	
  Shareholder Guarantee

  	
   

  
	
  SCHEDULE 11

  	
  Warranty & Maintenance Support Contract

  	
   

  
	
  SCHEDULE 12

  	
  Licence Arrangements

  	
   

  
	
  SCHEDULE 13

  	
  Change Notice Format

  	
   

  
	
  SCHEDULE 14

  	
  Availability & Performance Agreement

  	
   

  



 


4

















 


THIS AGREEMENT
is made the 12th day of June 2003


 


PARTIES:


 


(1)                                  Danet GmbH whose registered office is at Gutenbergstrasse 10, 64331
Weiterstadt, Germany (‘the Contractor’)


 


(2)                                  Inmarsat Limited whose registered office is at 99 City Road, London,
EC1Y 1AX, United Kingdom (“Inmarsat”)


 


RECITAL:


 


The Contractor
has agreed to write certain computer programs for Inmarsat and to provide the
other services described below upon the terms and conditions in this Contract
for the BGAN BSS work.  These terms and
conditions of this Contract apply to all contracts for work between Inmarsat
and Contractor under this Contract unless limited or specified variations are
accepted in writing by both parties.


 


A separate
Annex under this Contract shall detail the Warranty & Maintenance Support
activity.


 


NOW IT IS
AGREED as follows:


 


Article 1.                                            Definitions


 


1.1                                 In this Contract, unless the context otherwise requires, the
following expressions have the following meanings:


 


	
  ‘Acceptance Date’

  	
   

  	
  means the date on which the Goods or Services are
  accepted (or deemed to be accepted) by Inmarsat according to acceptance
  provisions of each Annex.

  
	
  ‘Acceptance Test’

  	
   

  	
  any of the test stages and milestones detailed in
  SCHEDULE 1 — Statement of Work.

  
	
   

  	
   

  	
   

  
	
  ‘APA’

  	
   

  	
  means the Availability and Performance Agreement
  requirements detailed in Schedule 14 — Availability and Performance
  Agreement.

  
	
   

  	
   

  	
   

  
	
  ‘Background’

  	
   

  	
  means any technical data or other IPR owned by
  either party or a named third party, as the case may be, at the Effective
  Date which is disclosed to the other in the course of this Contract for the
  Purpose.

  
	
   

  	
   

  	
   

  
	
  ‘Change Order’

  	
   

  	
  means a proposal for alteration or alterations to
  any matter relating to this Contract issued in accordance with Article 11 —
  Variations & Change Orders, as set forth in the template attached as
  SCHEDULE 13 - Change Notice Format.

  
	
   

  	
   

  	
   

  
	
  ‘Completion Date’

  	
   

  	
  means the date specified in the Implementation Plan
  for each Annex by which the Contractor is to provide the Goods or Services or
  such extended date as may be granted under any provision of this Contract.

  
	
   

  	
   

  	
   

  
	
  ‘Confidential Information’

  	
   

  	
  means any and all information of a commercial,
  technical or financial nature which is not generally available to the public
  and which is disclosed, communicated or obtained (whether through meetings,
  documents, correspondence or inspection of a tangible item) or created in the
  course of this Contract for the Purpose.

  
	
   

  	
   

  	
   

  
	
  ‘Deliverables’

  	
   

  	
  means the items and services as defined in SCHEDULE
  1 — Statement of Work.

  
	
   

  	
   

  	
   

  
	
  ‘Designees’

  	
   

  	
  means any natural person, firm, partnership,
  company, corporation or associations, organisations, governments, states, foundations
  and trusts (in each case whether or not

  



 


5

















 


	
   

  	
   

  	
  having a separate legal personality) as may be
  designated by Inmarsat at its absolute discretion.

  
	
   

  	
   

  	
   

  
	
  ‘Documentation’

  	
   

  	
  means the collection of Deliverable Documentation
  such as operating manuals, designs, plans, reports, training materials and
  other documentation produced under this Contract as part of the project as
  specified in SCHEDULE 1 - Statement of Work

  
	
   

  	
   

  	
   

  
	
  ‘Effective Date’

  	
   

  	
  means the date this Contract is made.

  
	
   

  	
   

  	
   

  
	
  ‘End User’

  	
   

  	
  means the internal Inmarsat support personnel or
  Inmarsat’s client personnel who are using the System to undertake business
  processes.

  
	
   

  	
   

  	
   

  
	
  ‘Equipment’

  	
   

  	
  means Inmarsat’s computer equipment specified in
  SCHEDULE 3 - The Equipment & Software or such other equipment as might be
  agreed between the parties.

  
	
   

  	
   

  	
   

  
	
  ‘Final Acceptance Process’ 

  	
   

  	
  means the series of final acceptance procedures
  which take place after the completion of work as required by SCHEDULE 1 -
  Statement of Work. This process ends with the BGAN-BSS Final Acceptance
  milestone as defined by SCHEDULE 1 - Statement of Work.

  
	
   

  	
   

  	
   

  
	
  ‘Force Majeure’

  	
   

  	
  means any cause preventing or delaying either party
  from performing any or all of its obligations including any act of God, war,
  civil disturbance, riot, malicious damage, compliance with any government’s
  order, rule or regulation, injunction or any act, exercise or intervention of
  any governmental authority, failure of public utilities, epidemic, accidents,
  fire, flood or storm but does not include strikes or other events caused by
  labour disputes, unless such strikes or other events are part of national,
  regional or industry wide disputes, and which is beyond the reasonable
  control, and not due to fault or negligence of the non-performing party.

  
	
   

  	
   

  	
   

  
	
  ‘Foreground’

  	
   

  	
  means any IPR or other like rights developed by
  either party for the Purpose including, but not limited to, Deliverables.

  
	
   

  	
   

  	
   

  
	
  ‘Functional Specification’

  	
   

  	
  means the functional specification in accordance
  with which the Programs are to be written as per SCHEDULE 2 - Technical,
  Functional and Operational Requirements.

  
	
   

  	
   

  	
   

  
	
  ‘Implementation Plan’

  	
   

  	
  means the time schedule for the completion of the
  Phases of preparation and delivery of the Programs as specified in SCHEDULE 1
  — Statement of Work

  
	
   

  	
   

  	
   

  
	
  ‘Indemnitee’

  	
   

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

  
	
   

  	
   

  	
   

  
	
  ‘IPR’

  	
   

  	
  means intellectual property rights including,
  without limitation, Confidential Information, patents and applications
  therefore, unregistered design rights and registered design rights and
  applications therefore, topography rights, copyright, Know-how, data, secret
  formulae, processes, photographs, drawings, specifications, rights in
  computer software, rights protecting goodwill and reputation and any other
  rights of a similar nature, regardless of form, format or media.

  
	
   

  	
   

  	
   

  
	
  ‘Know –how’

  	
   

  	
  means all knowledge, experience and information of a
  commercial, technical or financial nature including but not limited to
  software programming, product manufacturing and operating requirements and
  techniques, design specifications, market analysis and the like.

  
	
   

  	
   

  	
   

  
	
  ‘Maintenance’

  	
   

  	
  means the maintenance to be provided by the
  Contractor pursuant to the Warranty phase according to the Warranty &
  Maintenance Support Contract contained in SCHEDULE 11

  
	
   

  	
   

  	
   

  
	
  ‘Maintenance Period’

  	
   

  	
  means the period agreed to by both parties and
  stated in the Warranty & Maintenance Support Contract in SCHEDULE 11 .

  
	
   

  	
   

  	
   

  
	
  ‘Migration Dry Run’

  	
   

  	
  means a period during which the Contractor will
  demonstrate the functions of the provided migration concept and procedures.

  



 


6

















 


	
  ‘Milestone(s)’

  	
   

  	
  means the milestone(s) set forth in the Project Plan
  or such extended date in respect of any milestone agreed to under this
  Contract.

  
	
   

  	
   

  	
   

  
	
  ‘Network(s)’

  	
   

  	
  means the Inmarsat and external network(s) as set
  out in SCHEDULE 2 - Technical, Functional and Operational Requirements over
  which the Services will be provided using the Programs.

  
	
   

  	
   

  	
   

  
	
  ‘Operating Manuals’

  	
   

  	
  means the operating manuals to be prepared by the
  Contractor associated with any Programs and described in SCHEDULE 1 Statement
  of Work.

  
	
   

  	
   

  	
   

  
	
  ‘Payment Plan’

  	
   

  	
  means the payment plan set forth in SCHEDULE 6 The
  Price.

  
	
   

  	
   

  	
   

  
	
  ‘Performance Criteria’

  	
   

  	
  means the performance criteria which it is intended
  the Equipment, Programs, Services or System shall fulfil as specified in and
  tested in the Acceptance Process for each Annex and as set out in SCHEDULE 1
  Statement of Work subject to the stated tolerances and limitations.

  
	
   

  	
   

  	
   

  
	
  ‘Personnel’

  	
   

  	
  means the employees of the Contractor named in
  SCHEDULE 5 - Staff & Representatives and/or such other contracted persons
  as may be approved by Inmarsat in writing from time to time.

  
	
   

  	
   

  	
   

  
	
  ‘Phase’

  	
   

  	
  means a Phase of the Implementation Plan.

  
	
   

  	
   

  	
   

  
	
  ‘Price’

  	
   

  	
  means the price to be paid by Inmarsat for the
  Software, Equipment, Programs and Services as specified in Article 2 -
  Services, Equipment and Programs to be provided

  
	
   

  	
   

  	
   

  
	
  ‘Programs’

  	
   

  	
  means the computer programs to be written by the
  Contractor according to SCHEDULE 2 Technical, Functional and Operational
  Requirements.

  
	
   

  	
   

  	
   

  
	
  ‘Project’

  	
   

  	
  The work and services to be undertaken by both
  parties to meet the requirements detailed within this Contract

  
	
   

  	
   

  	
   

  
	
  ‘Project Plan’

  	
   

  	
  means the Programme Management Plan as defined in
  SCHEDULE 1 - Statement of Work including the initial project timescales
  detailed in SCHEDULE 4 - Project Plan.

  
	
   

  	
   

  	
   

  
	
  ‘Purpose’

  	
   

  	
  means the purpose behind the parties entering into
  this Contract, namely to facilitate the development and implementation of a
  software package for the total management of Inmarsat’s new global broadband
  communications service

  
	
   

  	
   

  	
   

  
	
  ‘Ready for Use’

  	
   

  	
  means fully installed, configured and tested and
  accepted in accordance with the User Acceptance Testing criteria.

  
	
   

  	
   

  	
   

  
	
  ‘Services’

  	
   

  	
  means the services to be provided by the Contractor
  under this Contract

  
	
   

  	
   

  	
   

  
	
  ‘Software’

  	
   

  	
  means those package and operating system(s) listed
  in SCHEDULE 3 - The Equipment and Software detailing Inmarsat’s environment
  in which the Programs and Services will work

  
	
   

  	
   

  	
   

  
	
  ‘Stability Verification Period’

  	
   

  	
  means a period after the BGAN-BSS Final Acceptance
  Process lasting at least 60 days during which Inmarsat will run the Programs
  and Equipment to check that the BGAN-BSS meets the APA requirements listed in
  SCHEDULE 14 — Availability & Performance Agreement

  
	
   

  	
   

  	
   

  
	
  ‘Sub-contractors’

  	
   

  	
  means the contractors engaged by the Contractor for
  the purposes of providing the services / work described hereto

  
	
  ‘System’

  	
   

  	
  means the entire environment including Software,
  Equipment, Programs, Networks and which provides the End User functionality
  for the business process (es).

  



 


7

















 


	
  ‘Technical Specification(s)’

  	
   

  	
  means the technical specification including network,
  software, equipment and technical data, standards and design material
  according to which the Programs and Services shall be provided, and are
  detailed in this Contract.

  
	
   

  	
   

  	
   

  
	
  ‘Territory’

  	
   

  	
  means worldwide.

  
	
   

  	
   

  	
   

  
	
  ‘Training Plan’

  	
   

  	
  means the training in the use of the Programs to be
  provided by the Contractor for Inmarsat’s staff as defined in SCHEDULE 1 -
  Statement of Work.

  
	
   

  	
   

  	
   

  
	
  ‘Test Date’

  	
   

  	
  means the date on which Inmarsat will be ready to
  attend the relevant Acceptance tests at Inmarsat’s / Contractor’s (whichever
  is relevant) premises

  
	
   

  	
   

  	
   

  
	
  ‘Warranty Period’

  	
   

  	
  means 24 months following the Final Acceptance
  Process during which the Contractor will fix or amend the Programs to ensure
  that the systems continue to work according to the Technical Specifications
  and Documentation.

  
	
   

  	
   

  	
   

  
	
  ‘Work’

  	
   

  	
  means the items and services to be delivered by the
  Contractor as per Article 2 - Services, Equipment and Programs to be provided

  



 


In this
Contract:


 


1.2                                 references to any statute or statutory provision includes a
reference to that statute or statutory provision as from time to time amended,
extended or re-enacted;


 


1.3                                 words
importing the singular include the plural, words importing any gender include
every gender and words importing persons include bodies corporate and
unincorporate; and (in each case) vice versa;


 


1.4                                 any reference to a party to this Contract includes a reference to
his successors in title and permitted assigns;


 


1.5                                 the Article headings are for ease of reference only and shall not
affect the interpretation or construction of this Contract.


 


Article 2.               Services,
Equipment and Programs to be provided


 


2.1                                 In accordance with SCHEDULE 1 — Statement of Work, the Contractor
hereby agrees to:


 


a)                                      design, write and test the Programs


 


b)                                     install and configure the Programs on the Equipment;


 


c)                                      provide the Equipment including the installed and configured
Programs to the site(s) agreed with Inmarsat (for the avoidance of doubt this
includes the test bed equipment that remains at the Contractor’s site)


 


d)                                     ensure the Programs are Ready for Use by the Completion Date
according to the Project Plan and upon the terms and conditions contained in
this Contract.


 


e)                                      provide operating manuals and training services as per the
requirements detailed in SCHEDULE 1 - Statement of Work


 


f)                                        provide support and maintenance for the Stability Verification
Period of System test as detailed in SCHEDULE 1 - Statement of Work ;


 


g)                                     provide support and maintenance for the Maintenance Period as
detailed in the Warranty & Maintenance Support Contract (SCHEDULE 11 );


 


Paragraphs
a) to g) above shall collectively be defined as the ‘Work’.


 


8

















 


The Contractor shall provide the Work as
per this Contract. The Contractor has provided a proposal which may be referred
to for information purposes during the Contract Period. In the event of a
dispute the provisions of this Contract shall take precedence over any previous
proposals by the Contractor.


 


Both
parties shall agree and sign off documentation during the design phase(s) of
the Contract Period. These documents shall be contractually binding and shall
define the way in which the Contractor is to deliver the requirements contained
within this Contract. In the event of a conflict between the design
documentation and the Contract, and in the absence of a Change Notice, the
provisions of this Contract shall apply.


 


Article 3.               Duration of
Contract


 


The effective
date of this Contract (EDC) is  19th
May 2003.


All
work to be performed hereunder shall be carried out by 31st January 2007 or as otherwise agreed in writing between
both parties.


 


Article 4.               Contractor’s
acknowledgement


 


4.1                                 The Contractor acknowledges that the Programs are to be used by
Inmarsat in conjunction with Inmarsat’s Equipment and existing Software as
detailed in SCHEDULE 3 – The Equipment and Software, on Networks to create a
business System.  The Contractor also
acknowledges that it has been supplied with sufficient information about the
Equipment and the Software to enable it to undertake the requirements of this
Contract. Inmarsat shall provide additional information during the design
phase(s) as required Additional equipment or software of third parties to be
provided by the Contractor shall be listed in SCHEDULE 3 – The Equipment and
Software.


 


4.2                                 The Contractor shall not be entitled to any additional payment nor
excused from any liability under this Contract as a consequence of any
misinterpretation by the Contractor of any matter or fact relating to the
functions, facilities and capabilities of the Equipment, Software or Network
provided that all information provided to the Contractor by Inmarsat shall be
accurate and complete subject to Article 21 - Inmarsat Supplied Information
& Co-operation. Any changes caused by third party information deficiencies
shall be handled through the change process detailed in Article 11 - Variations
and Change Orders and shall be assessed and approved at Inmarsat’s reasonable
discretion.


 


Article 5.               Writing of
Programs


 


The Contractor
shall write and configure a series of Programs and Documentation that shall
work on the Equipment, Software and Network and provide the facilities and
functions set out in the Contract.


 


9

















 


Article 6.               Payment and
Expenses


 


6.1                                 The price shall be defined in Error! Reference source not found.- The Price and shall be all inclusive subject to Article 7 - Taxes
and Duties.


 


6.2                                 With respect to each amount specified in Error! Reference source not
found.- The Price the Contractor shall submit an
invoice to Inmarsat when the corresponding Milestone event has been
completed.  Each invoice shall contain
or be accompanied by a written certification from the Contractor that the
Milestone event has been completed.


 


6.3                                 Invoices shall include as a minimum the following information:


 


a)             Contract Number – INM-CO/03-3609/MD


 


b)                                     Purchase Order reference – 31698


 


c)                                      Responsible Technical Officer – Jean Marie Fabry


 


d)                                     Responsible Commercial Officer – Mike Day


 


e)                                      Details of the relevant Milestone for which payment is due


 


6.4                                 Inmarsat shall pay each Milestone based on Inmarsat’s Acceptance as
per Article 9 – Acceptance, and within thirty (30) days after Inmarsat receives
the correctly presented invoice and certification. The Contractor shall invoice
the Milestone amount, or an alternative mutually agreed amount, upon sign off
of the relevant Milestone.


 


6.5                                 All invoices shall be submitted in the original and shall be sent to
Inmarsat’s Accounts Payable Department. 
For information purposes the amount of value added tax (VAT) shall be
separately identified in Pounds Sterling. For the avoidance of doubt the
payment of value added tax to the Contractor shall be in US Dollars.


 


6.6                                 In the case of late payment of any amount payable by either party
under this Contract, the exclusive remedy subject to 6.7 below for the other
party shall be action to compel payment with interest on the amount outstanding
at a rate of  1% per month late
calculated daily.  Such interest charge
shall be computed commencing on the first day following the payment due date.


 


6.7                                 Subject to 6.4 above, in the event that payment is not made within
60 (sixty) days of the due date then the Contractor may exercise its other
rights and remedies at law to obtain the due amount plus accrued interest.


 


Article 7.                                            Taxes and Duties


 


7.1                                 With the exception of customs duties, VAT and sales tax(es), if
applicable, 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,
and shall comply with any requirements of such laws as may be necessary to give
effect to this Contract.


 


7.2                                 The Price is exclusive of customs duties, VAT and sales taxes
incurred in the delivery of the Work of the Contractor to Inmarsat which will
be itemised separately on the invoice at the local rates applicable.


 


7.3                                 Inmarsat shall be responsible for all taxes, duties and similar
liabilities which may become due by reason of the supply of any Inmarsat
equipment or other property to the Contractor. 
The Contractor shall provide all reasonable assistance to Inmarsat in
connection with the importation of the Inmarsat equipment as


 


10

















 


required,
to ensure that the duration of customs clearance for any Inmarsat equipment,
documents or any other deliverables will not exceed seven working days from
arrival of such equipment at the port of entry.


 


Article 8.               Contract
Implementation Plan and Delays


 


8.1                                 Subject to the delivery approach within SCHEDULE 1 – Statement of
Work the Contractor shall complete each Milestone by the date specified in the
Project Plan.  Time shall be of the
essence in relation to the final delivery of the Work as per the phases
contained within SCHEDULE 1 – Statement of Work.


 


Article 9.               Acceptance


 


9.1                                 The Contractor shall conduct the Acceptance Tests in accordance with
SCHEDULE 1 - Statement of Work and the subsequent Overall System Test Plan
document as defined in SCHEDULE 1 - Statement of Work and representatives of
Inmarsat shall attend such Acceptance Tests and Inmarsat shall notify the
Contractor of its satisfaction therewith.


 


9.2                                 Inmarsat shall act in good faith in approving the results of the
Acceptance Tests, and shall only withhold such approval if an Acceptance Test
fails to meet the objective criteria set forth in SCHEDULE 1 Statement of Work
and the subsequent Overall System Test Plan document as defined in SCHEDULE 1
Statement of Work, giving due regard to permitted levels of failure in each
case.


 


9.3                                 If there is any failure in respect of any Program or the System to
pass any Acceptance Test Inmarsat shall give the Contractor notice thereof
specifying the failure.  The Contractor
shall remedy such failure within a mutually agreed timescale and re-submit the
relevant Program for testing.  Subject
to sub-Articles 9.1 and 9.2, if the Acceptance Tests are not successfully
completed at the second attempt, the procedure in this sub-Article 9.3 shall be
repeated, save that Inmarsat may decide that only such part of the Acceptance Tests
as relates to specific defects or failures shall be conducted and may waive its
rights to conduct further Acceptance Tests in respect of minor defects or
failures.


 


9.4                                 Final Acceptance shall be as per its definition in SCHEDULE 1 -
Statement of Work and shall be treated as per the Acceptance Tests detailed
above. Final Acceptance shall not be deemed to have been passed until the Work
has met the criteria detailed in SCHEDULE 1 - Statement of Work, and has passed
all the preceding Acceptance Tests.


 


Article 10.            Default


 


10.1                           The Contractor shall provide the Programs Ready for Use on or before
the Completion Date


 


10.2                           If the Contractor shall fail to provide the Programs Ready for Use
by the Completion Date, due to delays by the Contractor or its sub-contractors,
then the Contractor shall pay to Inmarsat as and by way of liquidated damages
for any costs, loss or damage sustained by Inmarsat resulting from delay during
the period from the Completion Date to the date on which the Contractor
provides the Programs Ready for Use the sums detailed in SCHEDULE 6 - The
Price. Subject to the provisions of Article 26 – Termination below, the payment
of such sums shall be in full satisfaction of the Contractor’s liability for
such delay and shall be Inmarsat’s sole remedy. The payment of liquidated
damages shall not relieve the Contractor from its obligation to provide the
Programs Ready for Use or from any other liability or obligation under this
Contract


 


10.3                           Without prejudice to Article 29 - Force Majeure, the parties
acknowledge and agree that the Contractor shall not be liable for or prejudiced
by any delay(s) to the extent that it is caused by any third party or parties
other than a Sub-contractor and, for the avoidance of doubt, the dates for all
or any Deliverable(s) which may fall due subsequent to any such delay(s) shall
be duly extended by the period of the relevant delay.


 


11

















 


Article 11.            Variations and
Change Orders


 


11.1                           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. All change requests shall be made via the Inmarsat Project
Manager or Commercial Manager.  The
Contractor may also propose changes for consideration by Inmarsat.


 


11.2                           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 20 hereof, entitled Representatives.  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.


 


11.3                           Within fifteen (15) days after receiving a change request from
Inmarsat, the Contractor shall submit to Inmarsat a contract change notice in
accordance with the requirements of Paragraph 11.4 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.


 


11.4                           Whether submitted in response to a change request initiated by
Inmarsat, or initiated by the Contractor, the contract change notice shall
itemise, in the format shown in SCHEDULE 13 - Change Notice Format, 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 Schedules, that would be necessary to implement the change.


 


11.5                           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.


 


11.6                           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:


 


a)                                      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.


 


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


 


11.7                           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:


 


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


 


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


 


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


 


ii.)                                   If the parties are unable to reach such an agreement, the provisions
of Article 42 hereof, entitled Arbitration, shall apply.


 


iii.)                                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.


 


12

















 


11.8                           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.


 


11.9                           Inmarsat’s right to direct the Contractor to proceed with
implementation of a change pursuant to 11.7b)iii.) or 11.8 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 shall also
be subject to a stipulated financial limit.


 


11.10       In the event that no agreement is reached
on the method of payment or the final price of a change then Inmarsat shall pay
the Contractor monthly based on the day rates detailed in SCHEDULE 6 - The
Price, up to the stipulated financial limit stated in 11.9 above


 


Article 12.            Changes to the
Documentation


 


If any
alterations are made under Change Order(s) to the Services, Programs or Network
then the Contractor shall make appropriate modifications to the Documentation
to reflect such alterations.  The
provisions of this Contract shall then apply to the amended Documentation as
modified by the Change Order(s).


 


Article 13.            Delivery and
installation


 


The Contractor
shall deliver the following items to Inmarsat,


 


13.1                           the Deliverables specified in the Statement of Work at the date
specified in the Statement of Work


 


13.2                           Programs


 


a)                                      Two (2) copies of the object code of the Programs in
machine-readable form on the storage media specified in SCHEDULE 7 - Storage
Media & Escrow Provisions;


 


b)                                     Certified copies of the test data and results of Acceptance tests
carried out by the Contractor on all parts of the Programs prior to delivery;


 


c)                                      The Contractor shall deliver to Inmarsat on the Final Acceptance
Date  (as defined in SCHEDULE 1 —
Statement of Work):


 


i.)                                      the source code of the Foreground developed by the Contractor in
electronic format


 


ii.)                                   all
other agreed materials and Documentation necessary to enable a reasonably
skilled programmer to correct, modify and enhance the Programs, subject to the
provisions of the relevant software licences and the Warranty & Maintenance
Support Contract in SCHEDULE 11 , without reference to any other person or
document as defined in SCHEDULE 1 — Statement of Work.


 


iii.)                                All scripts programs for administering the system and initial
configuration/data population


 


13.3                           Documentation


 


a)                                      The Contractor shall prepare and provide Inmarsat with two (2)
copies of a set of Documentation relevant to the Phase as specified in the
Statement of Work and


 


b)                                     The Contractor shall deliver to Inmarsat on the Final Acceptance
Date (as defined in SCHEDULE 1 — Statement of Work) (2) two copies of the
Operating Manuals and other applicable Documentation as specified in the
Statement of Work;


 


in both
cases containing sufficient information to enable Inmarsat to make full and
proper use of the Programs in conjunction with the Network, Equipment and
Software


 


13

















 


13.4                           Training


 


a)                                      The Contractor undertakes to provide training in the use of the
Programs for Inmarsat’s staff in accordance with the Training Plan and the
costs, standards and APA detailed per Phase in SCHEDULE 1 — Statement of Work..


 


b)                                     Any additional training required by Inmarsat post Final Acceptance
Date shall be provided by the Contractor in accordance with its standard scale
of charges from time to time in force.


 


13.5                           Services


 


a)                                      The Contractor shall install configure and test the Programs on the
Equipment and Network.


 


b)                                     Provide the Personnel for support and maintenance activities during
the Final Acceptance Process and Stability Verification Period phases.


 


13.6                           Warranty


 


The Contractor shall provide Warranty as defined in Article 14 —
Warranty.


 


13.7                           Support and Maintenance


 


The
Contractor shall provide Support and Maintenance as defined in SCHEDULE 1 -
Statement of Work and SCHEDULE 11 - Warranty & Maintenance Support
Contract.


 


14

















 


Article 14.            Warranty


 


14.1                           The Contractor warrants that the Programs, Hardware and Services
shall, for a period of 24 (twenty four) months after Final Acceptance by
Inmarsat,


 


a)                                      provide the facilities and functions set out in the Technical
Specification and


 


b)                                     fulfil the Performance Criteria when properly used with the Network,
Equipment and Software


 


c)                                      in the case of the hardware shall be new and free from any defects
in materials, workmanship and design;.


 


14.2                           The Contractor warrants that it shall:


 


a)                                      provide adequate instruction and information in the Operating
Manuals, Documentation and the Training Plan to enable Inmarsat to make full
and proper use of the Programs in conjunction with the Network, Equipment and the
Software without reference to any other person or document; and


 


b)                                     provide the Documentation as specified and kept up to date to match
the operation status of the System in all material respects


 


14.3                           If the Contractor receives written notice from Inmarsat after the
Final Acceptance Date of any breach of the above warranties then the Contractor
shall at its own expense and within the timescales detailed in SCHEDULE 11 -
Warranty & Maintenance Support Contract remedy the defect or error in
question provided that the Contractor shall have no liability or obligations
under the warranties unless it shall have received written notice of the defect
or error in question no later than the expiry of 24 (twenty four) months after
the Final Acceptance Date


 


14.4                           Save as provided to the contrary, the express terms of this warranty
are in lieu of all warranties, conditions, terms, undertakings and obligations
implied by statute, common law, custom, trade usage, course of dealing or
otherwise, all of which are excluded to the fullest extent permitted by law.


 


Article 15.            Service and
Support


 


The Contractor
shall be measured against the APA contained in SCHEDULE 14 - Availability &
Performance Agreement during the 60 (sixty) Day Stability Verification Period
and the Warranty Period, in the event that the provisions of the APA are not
met in the above the following shall apply:


 


15.1                           Stability Verification Period – following Final Acceptance the Programs and the associated Work
shall meet or exceed the provisions of the APA for a continuous period of 60
calendar days. In the event that the performance falls below the provisions of
the APA then the 60 day period will restart and the Programs must complete a
full uninterrupted 60 day period above the requirements of the APA before the
Milestone shown in Schedule 6 - Payment Plan, defined as “ Stability Verification Period” will be
signed off and is due for payment by Inmarsat.


 


15.2                           Warranty Period
– the performance of the Programs and the associated Work shall be measured against
the APA for the duration of the Warranty Period. Both parties shall conduct 6
month reviews of the performance against the APA starting 6 (six) months from
Final Acceptance. The performance shall be calculated for the preceding 6 (six)
month period and compared with the provisions of the APA. Based on this
comparison one of the following will be invoked:


 


	
  Calculated Average

  	
   

  	
  Action

  
	
   

  	
   

  	
   

  
	
  3 APA

  	
   

  	
  The
  Milestone is paid

  
	
  < APA

  	
   

  	
  Contractor
  to provide an action plan to Inmarsat detailing the action required to bring
  the performance back to the required APA level.

  



 


15

















 


Article 16.            Proprietary rights


 


16.1                           The parties acknowledge and agree that the Programs shall consist
mainly of a number of third party proprietary software packages as listed in
SCHEDULE 12 – Licence Arrangements.  All
the products listed in this SCHEDULE 12 - Licence Arrangements shall be deemed
Background and use of same shall be by licence from the respective listed
licensors (“the Licensors”), with the terms of such licenses to be disclosed in
full to Inmarsat as and when they are negotiated by the Contractor. The
Contractor shall ensure that all applicable licences are in place in good time
to allow the Contractor to lawfully undertake the Work in accordance with the
terms of this Contract, and that at Final Acceptance Inmarsat shall have the
right to copy for back up purposes and to perpetually use for the Purpose the
Programs, including the software packages owned by the third party Licensors,
under licence on reasonable terms in the Territory.


 


16.2                           The parties acknowledge and agree that the Programs shall include
elements such as templates and scripts that are supplied on the basis that
Inmarsat and / or the Contractor on Inmarsat’s behalf, can alter the source
code to integrate the Programs within the Work and improve and enhance the
Program’s functionality (the “Elements”) for the Purpose.  Inmarsat further acknowledges and agrees
that it shall have no right to assign or sub-license the Elements and that
title to the unmodified Programs shall remain with the Licensors.  Additions and, unless otherwise stipulated,
modifications to the Elements on the other hand, shall be deemed Foreground and
ownership of same shall pass to Inmarsat on Final Acceptance.


 


16.3                           The parties acknowledge and agree that the Contractor may also
develop additional pieces of source code for the purposes of interfacing and
enhancing the Programs. These pieces of source code shall similarly be deemed
Foreground, title to which shall pass to Inmarsat on Final Acceptance. For the
avoidance of doubt nothing in this Article 16.3 shall prevent the Contractor
from using the additional pieces of source code for the purposes of the
Warranty provision, Maintenance or future development of the Programs on
Inmarsat’s behalf.


 


16.4                           The copyright and all other IPRs of whatever nature in the
Background shall remain with the respective originating parties.  Except as otherwise specified in this
Contract, each party shall licence the other to use such Background as is
necessary for the performance of the Work . The method and type of licence and
the ability to purchase further licences shall be detailed in SCHEDULE 12 -
Licence Arrangements.


 


16.5                           The Contractor undertakes not to enter into any subcontract with a
third party as subcontractor that may involve the generation of Foreground for
the purposes of this Contract without first obtaining from the subcontractor a
written undertaking that all IPR in any Foreground developed by the subcontractor
for the purposes of the Work shall vest in Inmarsat and, where such Foreground
relies upon or otherwise makes use of any IPRs in any Background belonging to
the subcontractor, the subcontractor shall grant to Inmarsat a non-exclusive,
perpetual, royalty free licence to use same. 
Where, for whatever reason, IPRs are incapable of vesting in Inmarsat
from the outset, the subcontractor shall further undertake to take all steps
necessary including, but not limited to, the execution of such assignments,
assurances or other documents as shall be reasonably necessary in order to
effect a valid assignment of those IPRs to Inmarsat. If a subcontractor refuses
to accept the provisions of this Article 16.5 the Contractor shall promptly
submit to Inmarsat a written report containing the reasons for the
subcontractor rejecting the obligation and the Contractor agrees that it shall
not enter into a subcontract without Inmarsat’s prior written consent (such
consent not to be unreasonably withheld or delayed).


 


16.6                           Save for non-Project specific Know-how, rights over which shall be
shared equally between the parties so that subject to Article 23 —
Confidentiality, the use by one party of same shall not be restricted in any
way by the other the copyright and all other IPRs of whatever nature now or in
the future in the Deliverables (including but not limited to, the developed
Programs, the Operating Manuals, the Functional Specification and in all other
reports, Technical Specifications and Documentation relating to the Programs
and Services)  shall vest in Inmarsat on
Final Acceptance subject to any third party licences for incorporated or
Background materials.


 


16

















 


16.7                           The Contractor shall ensure that Inmarsat and all of its
consultants, agents and contractors shall have the right to use any or all
Background belonging to the Contractor on a non-exclusive, irrevocable, royalty
free, perpetual, worldwide basis as may be necessary for Inmarsat or any of its
consultants, agents or contractors to maintain, develop, upgrade and/or exploit
the Deliverables, or any of them, for Inmarsat’s own business purposes.


 


16.8                           The Contractor and its subcontractor(s) shall take all necessary
steps to preserve the secrecy of all Foreground and shall take all reasonable
steps to ensure that none of the Foreground is published, put into commercial
use, offered for sale or otherwise dealt with in a manner which would or may
affect or preclude the registration of any IPR in the Foreground anywhere in
the world. If any publication, commercial use, offer for sale or other act is
made in error the Contractor shall take steps to immediately inform Inmarsat of
all relevant details and circumstances and take all available steps to minimise
any adverse effects of such unauthorised disclosure.


 


16.9                           Either party shall do, execute, and shall procure that its staff and
any subcontractor(s) and their staff engaged in performing works under or for
this Contract shall do and execute, all and any documentation or other things
as either party may reasonably require to give effect to the provisions of this
Article 16.


 


16.10                     The Contractor warrants that it has or will obtain the full power
and authority to lawfully carry out without infringing any third party intellectual
property rights the provisions of this Contract.


 


16.11                     The Contractor shall, subject to the payment by Inmarsat of any
reasonable expenses incurred thereby, render all and any assistance as Inmarsat
may require to secure, pursue or maintain registration of, or title to, any
IPRs in the Foreground or in Inmarsat Background.  Such assistance shall include, but not be limited to, the
execution of all assignments, assurances or other documents that may reasonably
be required to give effect to the provisions of this paragraph.


 


16.12                     Neither party shall make any representation or do any act that
indicates that it has title to, or any rights over, the IPRs in any of the
other’s Background and the Contractor shall not make any representation or do
any act or thing that indicates that it has title to, or any rights over, any
of the Foreground.


 


16.13                     If either party becomes aware of any actual or suspected
infringement or unauthorised use of any of the IPRs in the Foreground or in the
other’s Background, it shall immediately inform the other in writing, giving
full particulars of the actual or suspected infringement or unauthorised
use.  In the event legal proceedings are
commenced for infringement or unauthorised use, each party shall render to the
other all reasonable assistance as may be required and shall co-operate fully
with the other and, insofar as Background is concerned, at the other’s sole
expense, in the conduct of such proceedings. 
For the avoidance of doubt, such co-operation shall not entitle the
other party to any claim for the recovery or compensation in respect thereof,
and all such recovery or compensation shall belong solely to the party whose
Background forms the subject matter of such proceedings.


 


Article
17.                                     Title
and Assumption of Risk


 


17.1                           Title to all deliverable items specified in Article 2 - Services,
Equipment and Programs to be provided hereof, shall pass to Inmarsat upon
payment of the relevant Milestone in respect thereof.  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.


 


17.2                           With respect to each such deliverable item, the risk of loss or
damage shall be borne by the Contractor up to the time such deliverables are
physically received by Inmarsat pursuant to Article 2 - Services, Equipment and
Programs to be provided.  After such
receipt, Inmarsat shall bear the risk of loss or damage.


 


17

















 


Article 18.            Indemnity


 


18.1                           Inmarsat will indemnify the Contractor and keep the Contractor fully
and effectively indemnified against all costs, claims, demands, expenses and
liabilities of whatsoever nature arising out of or in connection with any claim
that the use by the Contractor of any information or Background required to be
supplied by Inmarsat for the purpose of enabling the Contractor to prepare and
write the Programs and/or the Operating Manuals or provide Services infringes
the IPRs (of whatever nature) of any third party.


 


18.2                           The Contractor will indemnify Inmarsat and keep Inmarsat fully and
effectively indemnified against all costs, claims, demands, expenses and
liabilities of whatsoever nature arising out of or in connection with the use
by Inmarsat of the Software or the Work (including any Foreground or
Background)  for the Purpose.


 


18.3                           For the avoidance of doubt; the Contractor will indemnify Inmarsat
and keep Inmarsat fully and effectively indemnified against all costs, claims,
demands, expenses and liabilities of whatsoever nature arising out of the
Contractor’s failure to pay any due licence fees on Inmarsat’s behalf.


 


18.4                           The parties undertake to defend, at their 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 and / or Inmarsat as the case may be,
prompt notice of such claim, all necessary authority to defend or settle the
claim on its behalf and, at the request and sole cost of the Contractor or
Inmarsat as the case may be, reasonable cooperation and assistance and such
relevant information as is available to it.


 


18.5                           The Contractor shall have no liability under this Article 18 in
respect of any enhancement, alteration or modification to any part of any
Program or Deliverable (save where such enhancement, alteration or modification
has been made by or on behalf of the Contractor) or in respect of the
combination of any part of any Program or Deliverable with software, hardware,
networks or systems other than the Equipment, Networks, Software and Systems to
the extent (in each case) the infringement in question would have been avoided
without such enhancement, alteration, modification or combination


 


Article 19.            Maintenance


 


19.1                           Subject to 19.3 below, the parties undertake to enter into a support
and maintenance agreement from the end of the Warranty Period in respect of the
Programs and the Documentation including Operating Manuals in the form of the
Warranty & Maintenance Support Contract (SCHEDULE 11 ) which details the
service requirements for the Warranty & Maintenance Support services.


 


19.2                           The Contractor shall be entitled to retain one or more copies of the
Programs and Documentation as specified in the Statement of Work for
maintenance and support purposes only.


 


19.3                           Inmarsat, at its sole discretion, has the right to engage the
Contractor for this Maintenance. Both parties shall meet to agree the cost of
any subsequent Maintenance period based on the indicative costs shown in
SCHEDULE 6 - The Price. The final price shall take into account the software
and hardware being used at the time and the support provisions of the product
vendors.


 


Article 20.            Representatives


 


20.1                           The Representatives of the parties may be changed from time to time
by notice to the other party.  Until
further notice, the Representative for Inmarsat for technical matters shall be Jean Marie
Fabry, and for commercial matters, Mike Day.  The Representative for the Contractor shall
be Jordi
Vilardell.


 


18

















 


20.2                           For the purpose of administration of this Contract any
communications between Inmarsat and the Contractor shall be enforceable and
binding upon the parties only if signed by the appropriate Responsible
Officers.


 


Article 21.            Inmarsat Supplied
Information & Co-operation


 


21.1                           Inmarsat shall use its reasonable endeavours to provide all
information and documentation defined in SCHEDULE 1 - Statement of Work to
enable the Contractor to prepare and write the Programs and the Documentation.


 


21.2                           Such information and documentation shall be subject to the
provisions of confidentiality contained in Article 23 - Confidentiality, and
may also be subject to third party licence provisions in respect of supplied
Equipment and Software and associated documentation.


 


21.3                           Inmarsat shall use reasonable endeavours to do all such acts and
provide all such information, personnel and materials as the Contractor may
reasonably request and shall render all reasonable assistance to the Contractor
in connection with the performance of the Contractor’s obligations hereunder.


 


Article
22.                                     Contractor’s
staff


 


The
Services shall be provided by the staff of the Contractor and the nominated
sub-contractors which shall include as a minimum the Personnel listed in
SCHEDULE 5 - Staff & Representatives and SCHEDULE 8 - Key
Sub-Contractors.  Where non-employee
staff or subcontractors are used by the Contractor, the Contractor shall ensure
that all IPRs in the work carried out under this Contract by non-employee staff
and subcontractors are transferable to the Contractor, or if Inmarsat shall own
the IPRs , to Inmarsat at no extra cost.


 


19

















 


Article 23.            Confidentiality


 


23.1                           Each party shall keep confidential for a period of three (3) years
from the Effective Date the terms of this Contract and all Confidential
Information.


 


23.2                           The parties acknowledge and agree that:


 


a)                                      in order that the parties may identify exactly which information
disclosed during the term of this Contract shall be caught by this Article 23
as Confidential Information, the disclosing party shall give notice to the
receiving party that the relevant information is confidential at the time of
disclosure, and the parties acknowledge and agree that all such notices of
confidentiality may be either written or verbal; and


 


b)                                     nothing in this Contract shall be construed as a waiver by either
party of it’s proprietary rights in any of the Confidential Information it
discloses hereunder;


 


c)                                      nothing in this Contract shall be construed as a grant to the
receiving party by the disclosing party of any form of licence to use any of
the Confidential Information other than for the Purpose, or to deal in any way
with any of the intellectual property rights therein.


 


23.3                           In Order to secure the confidentiality attaching to the Confidential
Information, each party shall allow access to the other party’s Confidential
Information exclusively by those of its directors, employees, agents and/or
contractors who:


 


a)                                      have a reasonable need to see and use it for the Work and Services
and to carry out their functions in connection with the Purpose;


 


b)                                     are under a written agreement as part of their employment or
contract for work to preserve as confidential any Confidential Information and
knowledge which is entrusted to their employer or, in the case of a contractor,
their client, being the relevant receiving party; and


 


c)                                      have been notified by the receiving party of, and have agreed to
abide by, the specific obligations imposed by this Article 23,


 


and for
the avoidance of doubt, each party further acknowledges and agrees that it
shall be wholly responsible for any and all breaches of this Article 23 arising
from the acts and/or omissions of its respective directors, employees, agents
and contractors.


 


23.4                           The restrictions on the parties outlined in Clause 23.3 herein shall
not apply to Confidential Information where same:


 


a)                                      is or becomes generally available to the public through no act of
default on the part of the receiving party or its agents, contractors or
employees, provided always that disclosure to a government entity, domestic or
foreign, shall not be considered to be “generally available to the public”;


 


b)                                     is
subsequently disclosed to the receiving party without any obligations of
confidence by a third party who has not derived it directly or indirectly from
either party to this Agreement; or


 


c)                                      the
receiving party is compelled by legal process or government regulation or order
to disclose.


 


23.5                           Both parties shall be irrevocably authorized to disclose this
Contract in so far as it is required to do so by any listing authority in
connection with a stock exchange listing, private equity transaction or as a
result of any debt financing process.


 


Article 24.            Conformity with
Site regulations


 


While the
Contractor’s (and sub-contractor’s) staff attend at Inmarsat’s premises they
will conform to Inmarsat’s normal codes of staff and security practices on site
including health & safety obligations and IT security practices.


 


20

















 


Inmarsat’s
personnel attending Contractor’s premises will conform to Contractor’s normal
codes of staff and security practices on site including health & safety
obligations and IT security practices.


 


Article 25.            Non Solicitation
of Personnel


 


Unless
otherwise approved in writing, for the term of this Contract and 12 months
beyond neither Party will solicit, offer employment to or contract with either
directly or indirectly any Personnel, employee(s) or key personnel of the other
party who has been materially involved in the performance of this Contract.


 


Article 26.            Termination


 


This Contract
may be terminated:


 


26.1                           By either party forthwith on giving notice in writing to the other
if:


 


a)                                      the other commits any material breach of any term of this Contract
or any other breach, including, but not limited to anticipatory breach,
repudiation, inability to perform, or lack of due diligence and (in the case of
a breach capable of being remedied) fails, within 30 (thirty) days after the
receipt of a request in writing from the other party so to do, to remedy the
breach (such request to contain a warning of such party’s intention to
terminate);


 


b)                                     the other party shall have a receiver or administrative receiver
appointed over it or over any part of its undertaking or assets or


 


c)                                      the other party shall pass a resolution for winding-up (otherwise
than for the purpose of a bona fide scheme of solvent amalgamation or
reconstruction) or


 


d)                                     a court of competent jurisdiction shall make an order to that effect
or if the other party shall become subject to an administration order or


 


e)                                      the other party shall enter into any voluntary arrangement with its
creditors or


 


f)                                        the other party shall cease or threaten to cease to carry on
business.


 


26.2                           By Inmarsat by giving to the Contractor not less than 30 days’
written notice of termination to expire on the scheduled date for completion of
any Milestone (taking into account any extensions of time granted under the provisions
of this Contract).   In the event of
such termination by Inmarsat, the termination charges shall be determined by
good faith negotiations between Inmarsat and the Contractor based on the cost
of work performed to date by the Contractor and taking into account such costs
as loss of contract, loss of revenue, costs and expenses incurred in the
deployment of people and resources and in relation to goods and services
reasonably necessary for the performance of this Contract. In the event of a
lack of agreement on such termination charges the process detailed in Article
41 - Disputes shall apply.


 


26.3                           By Inmarsat:


 


a)                                      in the event that the Contractor has made any false, inaccurate or
misleading statement(s) (either negligently, recklessly or deliberately)
having, in Inmarsat’s reasonable opinion, a material effect on the making or
executing of this Contract;


 


b)                                     where the Contractor takes any action that might reasonably
invalidate or put into dispute Inmarsat’s title to the IPR owned by Inmarsat or
any of it, or any Foreground, or assists any other person directly or
indirectly in any such action.


 


21

















 


26.4                           In no event shall the termination charges exceed the unpaid balance
of the Contract price. In the case of termination in part, the termination
charges shall not exceed that unpaid balance of the severable portion of the
Contract price applicable to the part of the Work that is terminated.


 


26.5                           Unless otherwise agreed, subject to payment of the relevant costs
and / or Milestone payments 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.


 


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


 


a)                                      Any amounts previously paid by Inmarsat to the Contractor with
respect to the performance of the Work prior to termination that are over and
above actual work carried out at the date of termination


 


b)                                     Amounts representing the resale, reuse, or salvage value to the
Contractor, or to its Sub-Contractors and suppliers, of items that Inmarsat has
not taken possession. For the avoidance of doubt both parties are aware that
the probability of reselling the Programs is low.


 


Article 27.            Financial
Information


 


The Contractor and Inmarsat shall review
the financial status of the Contractor on a quarterly basis. The Contractor
agrees to provide relevant available information to Inmarsat, in either an
audited or un-audited state, to facilitate these reviews.


 


Article 28.            Effects of
Termination


 


28.1                           Any termination of this Contract (howsoever occasioned) shall not
affect any accrued rights or liabilities of either party nor shall it affect
the coming into force or the continuance in force of any provision hereof which
is expressly or by implication intended to come into or continue in force on or
after such termination.


 


28.2                           Upon any termination of this Contract by Inmarsat pursuant to 26.1
or 26.3 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, information and data as may be necessary therefore
subject to payment having been made as per Article 6 — Payment and Expenses,
but provided always that the Contractor shall pay Inmarsat for any increased
costs reasonably incurred in completing the Work and/or fulfilling the Purpose.


 


28.3                           The Contractor shall forthwith deliver up to Inmarsat all copies of
any information and data supplied to the Contractor by Inmarsat for the
purposes of this Contract and shall certify to Inmarsat that no copies of such
information or data have been retained.


 


28.4                           In the event of termination under 26.2 above, as part of the good
faith negotiations Inmarsat shall return to the Contractor any hardware or
software that is not paid for, unless both parties agree otherwise.


 


28.5                           Upon any termination of this Contract (howsoever occasioned) both
parties shall endeavour to use the provisions of Article 41 — Disputes, and
Article 42 — Arbitration, prior to exercising their respective rights under
this contract through a court of law.


 


22

















 


Article 29.            Force Majeure


 


29.1                           Neither Party shall 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.


 


29.2                           Any Party whose ability to perform is affected by Force Majeure
shall take all reasonable steps, without incurring additional cost or expenses,
to mitigate the impact on the Contract. 
The non-performing Party claiming Force Majeure shall notify in writing
the other Party within thirty (30) days of the Force Majeure specifying the
nature and extent of the circumstances causing Force Majeure.  The notice shall include the expected extent
of the delay if known otherwise the non-performing Party shall notify the other
Party as soon as possible.


 


29.3                           If the effect of the Force Majeure is, or will be, to delay the
schedule:


 


a)                                      by more than thirty (30) days, or is permanent, Inmarsat may declare
this Contract to be terminated immediately, in whole or in part, or


 


b)                                     by less than thirty (30) days the non-performing Party shall not be
responsible for any consequent delay, and the relevant schedule or time period
shall be extended accordingly, provided notice of the Force Majeure has been
given.


 


Article 30.            Liability


 


30.1                           The Contractor shall indemnify Inmarsat and keep Inmarsat fully and
effectively indemnified on demand against any loss of or damage to any property
or injury to or death of any person to the extent caused by any negligent act
or omission or wilful misconduct of the Contractor, its employees, agents or
subcontractors.


 


30.2                           Inmarsat shall indemnify the Contractor and keep the Contractor
fully and effectively indemnified on demand against any loss of or damage to
any property or injury to or death of any person to the extent caused by any
negligent act or omission or wilful misconduct of Inmarsat, its employees,
agents or subcontractors.


 


30.3                           Except in respect of injury to or death of any person (for which no
limit applies) the respective liability of the Contractor and Inmarsat under
Articles 30.1 and 30.2 in respect of each event or series of connected events
shall not exceed [***].


 


30.4                           With the exception of the limits stated in Article 30.3 the limit of
liability in respect of any other claim for loss or damage arising out of, or
in connection with any provision of the Contract, shall under no circumstances
exceed in aggregate for one incident or series of incidents arising from the
same event the sum of [***] for claims arising out of the period up to Final
Acceptance and [***] for claims arising out of the period within the 24 (twenty
four) months warranty period.


 


30.5                           Notwithstanding anything else contained in this Contract neither
party shall be liable to the other party for loss of profits, revenues, the use
of money, goodwill or anticipated savings or contracts or other special,
indirect or consequential loss or damage of any kind whether arising from
negligence, breach of contract or howsoever caused (whether any such loss is
reasonably foreseeable or not).


 


30.6                           The Contractor shall not be liable to Inmarsat for any loss arising
out of any failure by Inmarsat to keep full and up-to-date security copies of
the computer programs and data it uses in accordance with best computing
practice


 


30.7                           The Contractor shall not be liable to Inmarsat in contract, tort
(including negligence) or otherwise for any loss or damage arising from any
cause save to the extent that such loss or damage is caused by an act or
omission of the Contractor or Sub-Contractor.


 


23

















 


Article 31.            Insurance


 


The
Contractor shall prove to Inmarsat prior to the commencement of Work under this
Contract either by copy of insurance certificate or broker’s letter that the
required insurance to cover the liabilities above or listed in the Schedules is
in place for the duration of this Contract. 
Level of insurance cover shall also be reviewed as part of the
contractual performance of the Contractor.


 


Article 32.            Entire agreement


 


This Contract
(including all its schedules) constitutes the entire agreement between the
Parties with respect to the subject matter of this Contract, and supersedes all
prior or existing correspondence, representations, proposals, negotiations,
understandings, or agreements of the Parties, whether oral or written.  The Parties also acknowledge that there are
no collateral contracts between them with respect to the Contract’s subject
matter.


 


Article 33.            Third party
contract rights exclusion


 


Unless
otherwise stated in this Contract, group companies and/or affiliates of the
Parties or third parties are not entitled to enforce this Contract directly in
respect of work or services but must do so via the Party they are associated
with.  The Parties agree that the
Contracts (Rights of Third parties) Act 1999 shall not apply to this Contract.


 


Article 34.            Sub-contracts


 


34.1                           The Contractor shall not, without the prior written consent of
Inmarsat (which shall not be unreasonably withheld or delayed), enter into any
sub-contract with any person for the performance of any part of this Contract
in excess of $200,000 (Two Hundred Thousand US Dollars) provided that this
provision shall not apply to:


 


a)                                      the purchase by the Contractor of any standard equipment and
materials; and


 


b)                                     the sub-contract(s) (if any) specified in SCHEDULE 8 - Key
Sub-Contractors


 


34.2                           The Contractor shall not be relieved from any of its obligations
hereunder by entering into any sub-contract for the performance of any part of
this Contract.  If requested by
Inmarsat, the Contractor shall promptly provide Inmarsat with details of any
sub-contracts giving reasonable consideration to commercial in confidence
information contained therein.


 


34.3                           Article 34.1 shall not prevent or restrict the Contractor from
entering into a contract with an individual (or a corporate entity set up by
that individual for the purpose of entering such a contract with the
Contractor) to engage that individual in the provision of services to the
Contractor in connection with the provision of the Work.


 


24

















 


Article 35.            Access to Work in
Progress and Data


 


35.1                           As used in this Article, the term “Sub-Contractors” refers to those
Sub-Contractors within the scope of Article 34 hereof, entitled
Sub-Contracts.  To the extent necessary
to implement this Article, the Contractor shall pass the provisions hereof
through into all such Sub-Contractors and suppliers of critical path items.


 


35.2                           The Contractor shall provide for design and progress review meetings
with Inmarsat, and submit reports and documentation, in accordance with the
Contract.


 


35.3                           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.


 


35.4                           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 Services, Equipment and Programs to be
provided, 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.


 


35.5                           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.


 


Article 36.            Key Personnel


 


36.1                           The Contractor agrees that those individuals identified in SCHEDULE
5 - Staff & Representatives, are necessary for the successful completion of
the Work to be performed under this Contract.


 


36.2                           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,
subject to the Contractor’s obligations to comply with confidentiality
obligations and all applicable law, including without limitation in relation to
data protection, and, if for good and sufficient reasons Inmarsat deems such personnel
to be unsuitable, Inmarsat may require the Contractor to offer alternative
candidates where such are available.


 


36.3                           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.


 


36.4                           The Contractor acknowledges that any personnel supplied under this
Contract are not intended to be, or be deemed to be, employees of Inmarsat and
further that such personnel are not entitled to any rights or benefits provided
by Inmarsat to its employees.


 


25

















 


Article 37.            Key Sub-Contractors


 


37.1                           The Contractor agrees that those Sub-Contractors identified in
SCHEDULE 8 - Key Sub-Contractors, are necessary for the successful completion
of the Work to be performed under this Contract.


 


37.2                           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 acting reasonably.


 


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


 


Article 38.            Principles
Applicable to Selection of Sub-Contractors and Suppliers


 


To the
greatest extent practicable, the Contractor shall ensure that any replacement
subcontracts entered into pursuant to Article 37 hereof, entitled Key
Sub-Contractors, or any new subcontracts entered into pursuant to
Article 34 - Sub-contracts, are awarded on the basis of open international
competition, and to Sub-Contractors offering the best combination of quality,
price, and the most favourable delivery time. 
These principles shall also apply to selection of suppliers.


 


Article 39.            Publicity and
announcements


 


39.1                           The Contractor shall obtain the prior written approval of Inmarsat,
such approval not to be unreasonably withheld or delayed, concerning the
content and timing of information releases including but not limited to news
releases, articles, brochures, advertisements, prepared speeches, to be made by
the Contractor or any of its Sub-Contractors concerning this Contract or the
work and service(s) performed or to be performed under this Contract.


 


39.2                           Inmarsat shall be given a reasonable time to review the proposed
text prior to the date scheduled for its release.  Inmarsat reserves the right to refuse, amend, or delay
publication when publication may, among other reasons, prejudice protection of
or application(s) for registration of intellectual property.


 


39.3                           For the avoidance of doubt, and notwithstanding anything to the
contrary, Inmarsat shall be entitled to disclose all or part of this Contract
to the extent necessary to comply with any UK, US or other listing authorities
representatives should Inmarsat seek such listing.


 


39.4                           Inmarsat shall inform the Contractor if it intends to make any
announcements on this Contract or the work and services performed or to be
performed under this Contract. The Contractor shall have a reasonable time to
review the announcements and raise any concerns or queries. Inmarsat will
reasonably take these queries and comments into account before making the final
announcement, however the final decision on the content of any such
announcements shall vest solely in Inmarsat.


 


Article 40.            Law


 


This Contract
shall be governed by and construed in accordance with the laws of England.  The parties hereby submit to the exclusive
jurisdiction of the courts of England and Wales and agree that all disputes not
resolved by the procedures in Article 41 - Disputes, or Article 42 - Arbitration,
below shall be referred to the English Courts in London.


 


Article 41.            Disputes


 


The Parties
may agree on a system of problem escalation for each Schedule, otherwise if no
specific system is developed, the default process detailed below shall apply:


 


26

















 


41.1                           The Parties shall promptly and in good faith attempt to resolve any
issues in the forum of regular review meetings.


 


41.2                           Should an issue not be resolvable in this forum the Parties shall
agree a joint written statement of the issue and within 5 (five) working days.
Senior management, who have overall responsibility of the Work, shall meet in
an attempt to resolve the issue within 10 (ten) working days.


 


41.3                           If the issue can be resolved at any time by use of an expert to
determine specific technical or financial issues then the Parties may agree to
refer the issue to an independent third party to resolve.  The costs of the expert are to be divided
between the Parties as determined by the expert.


 


41.4                           If the Parties cannot resolve the dispute between themselves
following the process above then Article 42 - Arbitration shall apply.


 


Article 42.            Arbitration


 


42.1                           Any dispute, which is not settled under Article 41 - Disputes above,
shall be resolved by arbitration under the Rules of the London Court of
International Arbitration in effect on the date that the arbitration is
initiated.


 


42.2                           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.


 


42.3                           The place of arbitration shall be London, England and the
arbitration shall be held in English.


 


42.4                           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.


 


42.5                           The award shall state the reasons upon which it is based and shall
be final and binding on the Parties as from the date it is made.  If the matter is such it cannot be resolved
by arbitration then the Parties may refer the matter to the courts.


 


42.6                           Judgment 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.


 


42.7                           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 43.            Severability


 


If any part of
any provision of this Contract may prove to be illegal or unenforceable the
other provisions of this Contract and the remainder of the provision in
question shall remain in full force and effect.


 


27

















 


Article 44.            Notices and
communications


 


44.1                           All day-to-day communications, reports, and other correspondence to
be provided to Inmarsat or the Contractor under this Contract shall be sent for
the attention of the Responsible Officers or authorized agent referred to in
SCHEDULE 1 - Statement of Work and made or confirmed in writing, including
e-mail or facsimile.


 


44.2                           Formal notices and invoices must be sent only in writing and should
be sent by post, or facsimile to the Representative or authorized agent of the
party referred to above in Article 20 - Representatives.


 


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


 


Article 45.            Formal Notices


 


All notices
which are required to be given shall be in writing and shall be sent to the
address of the recipient set out in this Contract or such other address in
England as the recipient may designate by notice given in accordance with the
provisions of this Article.  Any notice
may be delivered personally or by first class prepaid letter or facsimile
transmission and shall be deemed to have been served if by hand when delivered,
if by first class post 48 hours after posting and if by facsimile transmission
when despatched.


 


	
  INMARSAT:

  	
   

  	
  CONTRACTOR:

  
	
  Addresses:

  	
   

  	
  Addresses:

  
	
  Inmarsat Ltd

  	
   

  	
  Danet GmbH

  
	
  99
  City Road

  	
   

  	
  Gutenbergstrasse 10

  
	
  London EC1Y 1AX

  	
   

  	
  64331 Weiterstadt

  
	
  England

  	
   

  	
  Germany

  
	
   

  	
   

  	
   

  
	
  Fax:+44 20 7728 1612

  	
   

  	
  Fax:+49
  6151 868 472

  



 


Article 46.            Further assurance


 


The parties
shall execute and do all such further deeds, documents and things as may be
necessary to carry the provisions of this Contract into full force and effect.


 


Article 47.            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.


 


28

















 


Article 48.            Assignment


 


48.1                           Subject to the provisions of 48.3 and 48.4 below neither party shall
assign or delegate, either in whole or in part, this Contract or any of it’s
rights, duties, or obligations hereunder to any person or entity without the
prior express approval of the other party, such approval not to be unreasonably
withheld.


 


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


 


48.3                           Either party shall be entitled to assign or novate this Contract, or
any part thereof, and/or any rights or obligations hereunder to its ultimate
holding company or any subsidiary thereof.


 


48.4                           Both parties shall be entitled to assign or novate this Contract in
connection with the sale of all or substantially all of the business to which
it relates.


 


Article 49.            Government
Authorisations and Licences


 


49.1                           The Contractor shall be responsible for obtaining all governmental
authorisations and licences necessary for the performance of the Work ,
provided that Inmarsat shall provide the Contractor with such assistance and
information as are necessary therefore. 
For this purpose the Work shall include without limitation the delivery
of all items, documents and data which are deliverable pursuant to Article 2 of
this Contract, entitled Services, Equipment and Programs to be provided, the
conduct of tests and design and progress reviews in accordance with the
requirements of this Contract. 
Certification by the Contractor to Inmarsat of the receipt of such
governmental authorisations and/or licences is a condition subsequent.  If such receipt is not certified to Inmarsat
within thirty (30) days after the date such governmental authorisations and/or
licences are required, Inmarsat may rescind this Contract.  In the event of such decision, 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 6.6 hereof, entitled
Payment and Expenses.  Such interest
charges shall be computed commencing from the date when the Contractor received
the refundable payments.


 


49.2                           If the Contractor does not certify receipt of all necessary
governmental authorisations and/or licences within the time limit specified in
49.1 above, 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/licences, any subsequent failure of the Contractor to
obtain such authorisations/licences shall be treated as follows:


 


a)                                      If such failure is attributable to lack of due diligence by the
Contractor Article 26 hereof, entitled Termination, shall apply.


 


b)                                     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 or third party licence is
attributable to causes beyond the Contractor’s reasonable control, Article 29
hereof, entitled Force Majeure, shall apply.


 


49.3                           Without prejudice to Article 49.1 above:


 


a)                                      the exercise by Inmarsat or its technical consultants of any rights
under Article 35 above hereof, entitled Access to Work in Progress and Data;
and


 


b)                                     the exercise by Inmarsat or its Designees of any rights under
Article 16 above hereof, entitled Propriety Rights 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.


 


29

















 


Article 50.            Order of
Precedence


 


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


 


The Parties below have signed this Contract in
duplicate.


 


 


	
  INMARSAT LIMITED

  	
  CONTRACTOR

  
	
   

  	
   

  
	
   

  	
   

  
	
  BY: 

  	
  /s/ MIKE DAY

  	
   

  	
  BY:

  	
  /s/ JORDI
  VILARDELL

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Printed
  Name:

  	
  Mike Day

  	
   

  	
  Printed
  Name:

  	
  Jordi
  Vilardell

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Senior
  Contracts Manager

  	
   

  	
  Title:

  	
  Corporate
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
     12th
  June 2003

  	
   

  	
  Date:

  	
     12th
  June 2003

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WITNESSED BY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BY: 

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title: 

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
																



 


30

















 


SCHEDULE 1    STATEMENT OF WORK


 


(See
separate Document)


 


31

















 


 


	
  

  	
   

  	
  Contract
  INM-CO/03-3609/MD

  BGAN BSS STATEMENT OF WORK

  V3.0

  



 


BGAN


 


BGAN BSS


 


 


STATEMENT OF WORK


 


Final Version


 


Version 3.0


 


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TABLE OF CONTENTS


 


 


	
  1.

  	
  INTRODUCTION

  	
   

  
	
   

  	
   

  	
   

  
	
  1.1.

  	
  Purpose and
  Scope

  	
   

  
	
   

  	
   

  	
   

  
	
  1.2.

  	
  Definition
  Methodology

  	
   

  
	
   

  	
   

  	
   

  
	
  1.3.

  	
  Inmarsat Management
  Requirements

  	
   

  
	
   

  	
   

  	
   

  
	
  1.4.

  	
  BGAN Business
  Support System (BGAN-BSS)

  	
   

  
	
   

  	
   

  	
   

  
	
  1.5.

  	
  BGAN
  BSS and R-BGAN BSS

  	
   

  
	
   

  	
   

  	
   

  
	
  1.6.

  	
  BGAN BSS Document Hierarchy

  	
   

  
	
   

  	
   

  	
   

  
	
  1.7.

  	
  Abbreviations

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  RESPONSIBILITIES OF EACH
  PARTY

  	
   

  
	
   

  	
   

  	
   

  
	
  2.1.

  	
  Contractor Responsibilities

  	
   

  
	
   

  	
   

  	
   

  
	
  2.2.

  	
  Inmarsat Responsibilities

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  OVERALL EQUIPMENT AND
  SERVICES

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1.

  	
  BGAN-BSS
  Programme

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  PROJECT MANAGEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  4.1.

  	
  Project Planning and
  Control

  	
   

  
	
   

  	
   

  	
   

  
	
  4.2.

  	
  Progress
  Reviews

  	
   

  
	
   

  	
   

  	
   

  
	
  4.2.1.

  	
  Progress
  Meetings

  	
   

  
	
   

  	
   

  	
   

  
	
  4.2.2.

  	
  Project Milestone
  Review Meetings

  	
   

  
	
   

  	
   

  	
   

  
	
  4.2.3.

  	
  Extraordinary
  Management Meetings

  	
   

  
	
   

  	
   

  	
   

  
	
  4.3.

  	
  Implementation
  Plan/Program Milestones

  	
   

  
	
   

  	
   

  	
   

  
	
  4.4.

  	
  Progress
  Reporting

  	
   

  
	
   

  	
   

  	
   

  
	
  4.5.

  	
  Project
  Scheduling

  	
   

  
	
   

  	
   

  	
   

  
	
  4.6.

  	
  Project Team

  	
   

  
	
   

  	
   

  	
   

  
	
  4.7.

  	
  Location
  of the Work

  	
   

  



 


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  4.8.

  	
  Inmarsat
  Right of Access

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  QUALITY MANAGEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1.

  	
  Quality
  Assurance

  	
   

  
	
   

  	
   

  	
   

  
	
  5.2.

  	
  Quality Control

  	
   

  
	
   

  	
   

  	
   

  
	
  5.3.

  	
  Reliability

  	
   

  
	
   

  	
   

  	
   

  
	
  5.4.

  	
  Configuration
  Management

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  BGAN-BSS TEST MANAGEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  6.1.

  	
  Unit Testing

  	
   

  
	
   

  	
   

  	
   

  
	
  6.2.

  	
  Sub Systems Integration
  Testing

  	
   

  
	
   

  	
   

  	
   

  
	
  6.3.

  	
  Acceptance
  Testing

  	
   

  
	
   

  	
   

  	
   

  
	
  6.4.

  	
  Factory Acceptance Tests
  (FAT)

  	
   

  
	
   

  	
   

  	
   

  
	
  6.5.

  	
  Site Acceptance Testing
  (SAT)

  	
   

  
	
   

  	
   

  	
   

  
	
  6.6.

  	
  R-BGAN
  BSS and BGAN BSS Migration Dry Run Testing (MDR)

  	
   

  
	
   

  	
   

  	
   

  
	
  6.7.

  	
  BGAN
  BSSFinal Acceptance

  	
   

  
	
   

  	
   

  	
   

  
	
  6.8.

  	
  BGAN Systems
  Integration Effort

  	
   

  
	
   

  	
   

  	
   

  
	
  6.8.1.

  	
  BGAN Development
  Co-ordination Forum

  	
   

  
	
   

  	
   

  	
   

  
	
  6.8.2.

  	
  Access to Reference Test
  Bed

  	
   

  
	
   

  	
   

  	
   

  
	
  6.8.3.

  	
  BGAN
  Integration Support

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  DELIVERY,
  INSTALLATION AND INTEGRATION

  	
   

  
	
   

  	
   

  	
   

  
	
  7.1.

  	
  Site Survey

  	
   

  
	
   

  	
   

  	
   

  
	
  7.2

  	
  Equipment Delivery
  Preparation

  	
   

  
	
   

  	
   

  	
   

  
	
  7.3

  	
  Equipment
  Transportation and Shipment

  	
   

  
	
   

  	
   

  	
   

  
	
  7.4

  	
  Site Installation and
  Integration

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  TRAINING MANAGEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  8.1.

  	
  General
  Requirements

  	
   

  
	
   

  	
   

  	
   

  
	
  8.2.

  	
  BGAN-BSS
  Operator Training Requirements

  	
   

  
	
   

  	
   

  	
   

  
	
  8.3.

  	
  BGAN-BSS End-User training

  	
   

  



 


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  9.

  	
  WARRANTY AND MAINTENANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  9.1.

  	
  General
  Requirements

  	
   

  
	
   

  	
   

  	
   

  
	
  9.2.

  	
  Warranty and Support
  Requirements

  	
   

  
	
   

  	
   

  	
   

  
	
  9.3.

  	
  Support
  during Warranty and Maintenance Period

  	
   

  
	
   

  	
   

  	
   

  
	
  9.3.1.

  	
  Provisioning
  of Spares

  	
   

  
	
   

  	
   

  	
   

  
	
  9.3.2.

  	
  Warranty and Maintenance
  Plan

  	
   

  
	
   

  	
   

  	
   

  
	
  9.4.

  	
  Warranty and
  Maintenance Procedures

  	
   

  
	
   

  	
   

  	
   

  
	
  9.4.1.

  	
  Warranty
  and Maintenance Support And Fault Reporting

  	
   

  
	
   

  	
   

  	
   

  
	
  9.4.1.1.

  	
  System Problem
  Categorisation

  	
   

  
	
   

  	
   

  	
   

  
	
  9.5.

  	
  Telephone
  On-Call Technical Warranty and Maintenance Support

  	
   

  
	
   

  	
   

  	
   

  
	
  9.6.

  	
  Fault Reporting

  	
   

  
	
   

  	
   

  	
   

  
	
  9.7.

  	
  On-site
  Attendance

  	
   

  
	
   

  	
   

  	
   

  
	
  9.8.

  	
  Problem
  Resolution

  	
   

  
	
   

  	
   

  	
   

  
	
  9.8.1.

  	
  P1 Resolution and P2
  Resolution

  	
   

  
	
   

  	
   

  	
   

  
	
  9.8.2.

  	
  P3 Resolution

  	
   

  
	
   

  	
   

  	
   

  
	
  9.8.3.

  	
  Regression
  Testing

  	
   

  
	
   

  	
   

  	
   

  
	
  9.9.

  	
  Status
  Reporting

  	
   

  
	
   

  	
   

  	
   

  
	
  9.10.

  	
  Warranty and
  Maintenance Change Control

  	
   

  
	
   

  	
   

  	
   

  
	
  9.10.1.

  	
  Document
  Updates

  	
   

  
	
   

  	
   

  	
   

  
	
  9.10.2.

  	
  Software and Hardware
  Updates

  	
   

  
	
   

  	
   

  	
   

  
	
  9.10.3.

  	
  Consolidated Software
  Releases

  	
   

  
	
   

  	
   

  	
   

  
	
  9.10.4.

  	
  System and Configuration
  Build

  	
   

  
	
   

  	
   

  	
   

  
	
  9.11.

  	
  Release Control

  	
   

  
	
   

  	
   

  	
   

  
	
  9.12.

  	
  Support
  Activities

  	
   

  
	
   

  	
   

  	
   

  
	
  9.12.1.

  	
  Field Activity

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  DELIVERABLE DOCUMENTATION

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  APPLICABLE STANDARDS

  	
   

  



 


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  11.1.

  	
  Site
  Requirements

  	
   

  
	
   

  	
   

  	
   

  
	
  11.2.

  	
  Environmental
  Conditions

  	
   

  
	
   

  	
   

  	
   

  
	
  11.3.

  	
  Health and
  Safety

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  TEST
  FACILITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  12.1.

  	
  Test Simulator

  	
   

  
	
   

  	
   

  	
   

  
	
  12.2.

  	
  BSS Reference Test
  Bed  (RTB)

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  APPENDIX A - ABBREVIATIONS

  	
   

  



 


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1.                                      INTRODUCTION


 


1.1.                            Purpose and Scope


 


This Statement
of Work (SOW) defines the work to
be performed by the Contractor for the Inmarsat BGAN-BSS Project.


 


The Technical,
Operational and Functional Requirements Specification (TOFRS) outlines the overall architecture of
the BGAN-BSS suite of Business Applications which will be deployed to support
the commercial and business interests of Inmarsat and its Broadband Global Area
Network.


 


1.2.                            Definition
Methodology


 


From hereon,
the meaning of the following terms is appropriate throughout this SOW:


 


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


 


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


 


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.


 


1.3.                            Inmarsat Management
Requirements


 


The BGAN-BSS
project will include all of the Business Functionality required to support the
family of products provided in the Inmarsat BGAN Program. Consequently the
overall BSS Project will consist of many different application, hardware and
software platforms.


 


The Contractor
shall:


 


a)              Provide overall program management for the entire project


 


b)             Manage the deliverables of all Contractors and/or sub-contracting
suppliers on behalf of Inmarsat


 


c)              Integrate all BGAN BSS modules, external interfaces and current
R-BGAN BSS.


 


d)             Ensure that all necessary internal and external interfaces are
compliant with Inmarsat standards and requirements


 


e)              Report directly to Inmarsat BGAN BSS management team on all aspects
of the Project Management Plan.


 


1.4.                            BGAN Business Support
System (BGAN-BSS)


 


The BGAN-BSS will provide business management functions
for the BGAN and R-BGAN product and services, with the emphasis on timely
customer administration, customer management, billing and complex rating. A
modular architecture is required that enables further business functional
modules to be inserted as the 


 


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BGAN expands in terms of services, traffic levels and
subscriber numbers. Hence, the BGAN-BSS architectural foundation must be
developed with flexibility and expansion in mind. The BSS represents a fully
integrated system providing rating, billing, service provisioning, mediation,
interconnection, service provider interfacing and customer relationship
management.


 


In summary,
the key attributes of the BGAN-BSS are:


 


1.               Effective billing, rating, customer care and relationship
management.


 


2.               Effective and co-ordinated fault management.


 


3.               Service provisioning and activation.


 


4.               Automated and flexible mediation to respective ground network
elements.


 


5.               Roaming and Interconnect


 


6.               Effective Fraud Management (If option taken)


 


7.               Data Warehouse Capability


 


8.               Open architecture based on standardised Application Programming
Interfaces (API) and fully
integrated modules.


 


9.               Effective Alarms and Monitoring tools for the overall architecture


 


1.5.                            BGAN BSS and R-BGAN BSS


 


For its 2.5G
services (GPRS) Inmarsat has developed a BSS solution (referred to as the
R-BGAN BSS).


 


The R-BGAN BSS
solution went live at the end of 2002. Consequently, apart from the BGAN BSS
developments and implementation, there is a requirement to migrate the R-BGAN
application (inclusive of all data and function) to the BGAN BSS application.


 


Inmarsat
anticipates that the BGAN BSS solution will be based upon the R-BGAN BSS
system. In any case, the proposed BGAN BSS solution shall support all functionalities (meaning business objects
and their related processes rather than the implementation themselves) provided
by the R-BGAN BSS (i.e. BGAN-BSS will remain completely backwards compatible to
R-BGAN BSS). Please refer to TOFRS section 4. “Solution Overview” for a
more detailed description.


 


There shall only be, at any point in time, only
one production version of the Inmarsat BSS Platform. Consequently the
implementation plan must consider the following:


 


a)              During this project there will be continuous Change Requests for
R-BGAN products and Services and functionality which will change the code, DB
structures, configuration and/or software versions on the production platform


 


b)             There will be continuous bug fixes to the R-BGAN production platform


 


c)              There will be continuous changes and bug fixes to the BGAN BSS
platform throughout the development lifecycle.


 


As a
consequence the business functionality of both the R-BGAN and BGAN BSS
platforms will gradually differ. However these must converge again into one
platform.


 


It is
essential that this issue is resolved and included into the implementation plan
provided by the Contractor.


 


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1.6.                            BGAN BSS Document Hierarchy


 


This BGAN
procurement concerns the design, development, implementation and test of all
BGAN BSS systems, sub-systems and system modules.


 


The contract
documentation has been structured as follows:


 


a)              The Statement of Work (SOW) describes how the work is to be
organised, managed and controlled.


 


b)             Technical, Operational and Functional Requirements Specification
(TOFRS) presents requirements for the Business Support Systems (BSS) required
to undertake call data collection, Charging/Rating, Service Order Management
Billing, Customer Care activities (e.g. Fault Management, Fraud Management
etc), Interconnect Settlement, Roaming etc


 


Each document
listed above will form the baseline contractual commitment. In addition, some
documents also reference out to other “applicable documents”. Agreement to the
Contract document is taken to also encompass the applicable documents, which
are referenced in each Contract document.


 


All BGAN BSS
Contract documentation is under Inmarsat document change control. In the case
of applicable documents called up within the Contract documents, then the
appropriate issue is clearly identified unless otherwise stated. Should later
changes be required to the Contract SOW and TOFRS after contract award then
these will be handled using the Inmarsat Change Procedure defined in the
contract.


 


1.7.                            Abbreviations


 


Refer to
Appendix A.


 


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2.                                      RESPONSIBILITIES OF EACH PARTY


 


Each Party
playing a role in the project will have its own defined responsibilities:


 


2.1.                            Contractor Responsibilities


 


1.                                       The Contractor shall be fully responsible for all tasks
related to the design, development, fabrication, integration, testing, delivery
of BGAN-BSS, and installation and commissioning of the BGAN-BSS


 


2.                                       This responsibility shall include activities performed by any
subcontractor used by the Contractor in the completion of this work. Although
Inmarsat plans to interface directly with the prime Contractor and not formally
through key sub-contractors, Inmarsat shall
have the right to participate in meetings and/or decision-making processes with
subcontractors.


 


3.                                       The Contractor shall plan the work being conducted in
accordance with the contractual milestones and associated schedule in
Table 2 (section 4.5). The Contractor shall
make best efforts to advance the schedule when feasible.


 


4.                                       The Contractor may adjust the
activities in the Project management Plan (i.e. as long as it continues to
conform to paragraph 3 above) up to and including the Final Design Review
(FDR). Subsequent to the FDR the plan will be base lined and shall not be changed without the express
permission of the Inmarsat BGAN Project Management team.


 


5.                                       BGAN BSS Final acceptance of the
work shall be based on the
completion of all contractual requirements and agreed change requests to be
delivered before Final Acceptance,


 


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


 


7.                                       This responsibility shall include all programme management
tasks including formal reporting to Inmarsat on Programme status.


 


8.                                       Inmarsat approval, not to be
unreasonably withheld, shall be
required for successful completion of the program milestones defined in Table
2.


 


9.                                       At Inmarsat’s request, the Contractor
shall make available any full or
draft documentation related to BGAN BSS design, development, implementation,
testing or planning phases. On request the Contractor will provide
documentation for information purposes only to facilitate discussions.


 


10.                                 Inmarsat will chair a Change Control
Board (CCB) consisting of representatives of all contracted BGAN equipment
manufacturers (RAN, CN, UT, BSS and DCN) which will be responsible for
agreement of changes to all Interface Control Documents (ICDs). The BSS Contractor
shall be required to participate
and contribute in the CCB as needed throughout the contract period.


 


11.                                 The Contractor shall participate and contribute to the
BGAN Development Coordination Forum. The BGAN DCF will be chaired by Inmarsat.
The scope of the BGAN DCF is as follows:


 


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11.1.                        Resolution of technical and
operational issues related to the development of the BGAN system


 


11.2.                        Co-ordination of the inter-working
and integration testing between different BGAN subsystems


 


11.3.                        Identification and Resolution of
technical issues related to gaining licencing and market access for the BGAN
system operation and service provision


 


12.                                 The Contractor shall ensure that all the BGAN-BSS
functionalities are backwards compatible with RBGAN-BSS (including RBGAN
migration over the I4 satellite).


 


13.                                 The Contractor shall assist Inmarsat with the
interconnection of the BGAN BSS and external parties (Distribution Partners,
Roaming Partners and/or Clearing House, Interconnect Partners), including VPN
and firewall configuration information.


 


14.                                 The Contractor shall demonstrate all the external
interfaces between the Core Network and the BSS for essential Business
Processes : Pre Provisioning, pre-pay, provisioning and events collection.
Inmarsat shall be responsible for
the co-ordination of these activities with the Core Network supplier.


 


15.                                 The Contractor shall procure all necessary communication
equipment and communication links (at its Site) to Inmarsat and other BGAN
contractors required for BGAN BSS development and warranty..


 


16.                                 The Contractor shall obtain sign off confirmation that the
Inmarsat installed configurations are certified or approved by the hardware and
COTS providers.


 


17.                                 The BGAN System Acceptance Testing
phase will validate the full operability of all BGAN internal and external
elements and parties including Distribution Partners, Roaming Partners, Service
Providers, SIM Manufacturers, Product Distributors, the BGAN Network, BSS and
User Terminals. Hence it will involve the full network interconnection between
the SASes and Ground Segments, BSS and Ground Segments, connection with other
Network Providers, and the full business relationship between end users,
Distribution Partners and Inmarsat via the BSS.


 


This Testing
Phase is planned to start after BSS SAT and continue after the final acceptance
of each individual segments (BSS, UT, CN, SAS).


 


This phase shall be under the management and control
of Inmarsat. The Contractor shall provide
the necessary support to Inmarsat during this Test Phase from BSS SAT until
BGAN BSS Final Acceptance and up to 40 man days after BGAN BSS Final
Acceptance.


 


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2.2.                            Inmarsat Responsibilities


 


Inmarsat shall be responsible for:


 


a)                                      Provision 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)                                     Provision of all connectivity equipment and
security equipment (including configuration and support required for
installation and operation), connection links required to connect the BGAN-BSS
equipment to external networks (including Inmarsat-LAN, Inmarsat BGAN network
and BGAN-BSS DMZ)


 


c)                                      Ensuring suitable authorisation, access and co-operation for the
Contractor staff, in the event that the designated sites 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 on site.


 


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


 


f)                                        Providing BGAN BSS
Project management with a designated project manager and a programme
organisation for this project and ensure appropriate availability of required
staff during all phases of the project


 


g)                                     Providing BGAN BSS
support and operational staff which are typically required in setting up
complex data processing and running the operation of such systems (once the
BGAN BSS is in production and to support RBGAN BSS migration)


 


h)                                     Chairmanship and administration of the Change Control Board (CCB) ,
which will be responsible for controlling 
(changes to all Interface Control Documents (ICDs).


 


i)                                         Chairmanship and administration of the Development Co-ordination
Forum , which will be responsible for co-ordination and of engineering and
operational matters related to the development of the BGAN system.


 


j)                                         Providing Interface Control Documents for external interfaces in
other BGAN segments (e.g XDR format, SIM file ...)


 


k)                                      Providing access and communication links to
external interfaces in other BGAN segments (e.g CN) as required per project
plan.


 


l)                                         Providing (supplier-) expertise for all
external interfaces as needed and requested by the Contractor for prototyping,
integration and test activities


 


m)                                   Providing Pilots (e.g. DP, ....) for all
non-Inmarsat external interfaces as needed per project plan.


 


n)                                     Specifications regarding products, services,
tariffs, invoice layouts, reports as per project plan.


 


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o)                                     Providing suitable office facilities and
amenities to contractor staff at the nominated site plus Inmarsat HQ, including
LAN access, internet access, printers and photocopiers in order to enable the
contractor to conduct the required Inmarsat training courses


 


p)                                     Setting-up and providing the needed facilities
(at Inmarsat premises) in order to establish a remote access from the
contractor’s premises to the BGAN BSS


 


q)                                     Provide feedback including detailed RIDS to
each document delivered by the Contractor within 3 weeks, and attempt to answer
queries within 5 days.


 


r)                                        Fulfillment of Inmarsat work share regarding
the Data Warehouse, containing but not limited to: Design
and population of the core data warehouse, design and population of the data
marts, design and production of the reports, internal report delivery, develop
and test the administration processes to populate the core data warehouse data
store


 


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3.                                      OVERALL EQUIPMENT AND SERVICES


 


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


 


1.                                       The Contractor shall
provide all equipment (including cabling, installation materials first year of
consumables, but excluding site facilities, external connections - etc.),
executable software, firmware and associated licences necessary to build,
install, configure, operate, maintain and, modify the BGAN-BSS.


 


2.                                       The Contractor shall
provide :


 


a)              A production environment,


 


b)             A test and disaster recovery environments (note that these two
environments can be combined).


 


c)              A development environment situated at the Contractor’s site


 


The above environments shall
be operational by BGAN BSS FA at the latest.


 


3.                                       The Contractor shall also
provide :


 


a)              A “sandpit” environment to allow Inmarsat to access the developing
software. This can be hosted either at Inmarsat or at the Contractor’s site.


 


The contractor shall create
two separate test environments within the test machinery using the available
disk space.


 


4.                                       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 SOW.


 


5.                                       The Contractor shall
also be responsible for populating
databases (under Inmarsat instructions) with subscribers, service provider
identification, setting of tariffs and all other application data required for
launch and operation of the BGAN commercial service. And additionally offer an
extended configuration phase where tariff and products will be defined at a
later stage of the project. The final tariff structures shall be agreed on and implemented during
the Extended Configuration phase. Latest changes required for production shall relate only to rate parameters. These
activities shall take place after
BSS SAT and prior to BGAN BSS Final Acceptance.


 


6.                                       The Contractor shall
support Inmarsat to migrate the Regional BGAN data to the BGAN BSS for a period
up to 3 months after BGAN BSS FA.


 


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 conversion of R-BGAN products and services maintained on the
R-BGAN BSS platform.


 


8.                                       The Contractor shall to
provide warranty and support on the BGAN-BSS segment after BGAN BSS Final
Acceptance., (see section 9)


 


9.                                       The Contractor shall
provide all necessary training and documentation allowing Inmarsat to operate
and further develop the BGAN BSS (see section 8 and 10)


 


13

















 


3.1.                            BGAN-BSS Programme


 


1.                                       The Contractor shall
provide, install and test all necessary computing equipment (hardware, firmware
and software) and other herein defined auxiliary equipment necessary for the
operation of the BGAN-BSS.


 


2.                                       Such equipment is defined by the TOFRS and in summary shall comprise:


 


2.1.                              Necessary mediation equipment;


 


2.2.                              Service provisioning equipment;


 


2.3.                              Billing and Rating System;


 


2.4.                              Order management;


 


2.5.                              Roaming


 


2.6.                              Fraud Management (If option taken)


 


2.7.                              Distribution Partner Interface;


 


2.8.                              Customer Care and Relationship Management;


 


2.9                                 Decision Support (Date Warehouse) (as defined as part of the joint
activity in this Contract)


 


2.10                           Necessary Interconnect Billing Equipment;


 


2.11                           Necessary fault management equipment;


 


2.12.                        Web Interface to BGAN BSS


 


2.13.                        Revenue Assurance


 


3.                                       The Contractor shall be
responsible for producing site layout plans in liaison with Inmarsat showing
where the equipment is to be installed.


 


14

















 


4.                                      PROJECT
MANAGEMENT


 


1.                                       The Contractor shall be
responsible for management of all matters relating to the performance of the
contract.


 


2.                                       The Contractor shall
ensure that personnel and facilities necessary for the total fulfilment of the
contract are assigned and duly made available to meet agreed contract
milestones.


 


3.                                       The Contractor shall
manage the programme using a recognised project management methodology which shall be presented at the KOR.


 


4.1.                            Project Planning and Control


 


1.                                       The Contractor shall
develop and maintain a Project Management Plan (PMP) - based on the draft version submitted as part of the
Proposal.


 


2.                                       The PMP shall outline
the various project activities required to be performed together with the
control procedures that are to be applied and project schedule (see
Section 4.5).


 


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


 


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


 


5.                                       The development (hardware and software) processes adopted shall comply with Contractor ISO-9001
quality process standards. Key subcontractors are expected to comply with their
respective quality standards, which in turn adhere or are equivalent to ISO
9001 standards.


 


6.                                       The Project Management Plan and Risk Management Plan shall be formally issued at the Kick-off
Review Meeting (KOR).


 


7.                                       The Contractor shall report
status and provide Inmarsat with any subsequent updates to the Project
Management Plan on a monthly basis and Risk Management Plan on a monthly basis.


 


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


 


9.                                       Contractor management and development processes shall adhere to the Contractor’s ISO-9001
processes. Consistent with ISO-9001, Inmarsat shall have the right to audit the
Contractor management and development practices applied to the BGAN BSS
project.


 


10.                                 The Contractor shall maintain
all project documentation related to project planning and provide all
deliverables (see Section 10) in electronic form.


 


15

















 


4.2.                            Progress Reviews


 


4.2.1.                  Progress Meetings


 


1.                                       The Contractor shall
conduct a monthly management progress meeting with representatives of Inmarsat
either at Inmarsat or Contractor locations.


 


2.                                       At the management progress meetings the following shall be discussed:


 


2.1.                              Current active tasks;


 


2.2.                              Current Project Milestones


 


2.3.                              Next Month Project Milestones


 


2.4.                              Technical and schedule aspects;


 


2.5.                              Status and progress;


 


2.6.                              Technical, contractual and managerial problems;


 


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


 


3.                                       In general, the progress meeting shall
be held via teleconference, or face to face.


 


4.                                       The progress report shall be
delivered as input to the progress review meeting at least 2 days in advance.


 


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


 


6.                                       The minutes shall be
agreed with Inmarsat.


 


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


 


8.                                       Inmarsat reserves the right to call for a formal progress meeting at
either Inmarsat or the Contractor’s site if it is felt that an issue requires
“one-to-one” resolution.


 


9.                                       Additional to the monthly meetings the Contractor shall agree to hold weekly scheduled
teleconference discussions. These will address:


 


i.                                          Current status


 


ii.                                       Risks and mitigating factors


 


iii.                                    Outstanding issues


 


10.                                 The Contractor shall
hold regular technical review sessions throughout the development phases of the
project. These sessions shall be
held via teleconference or on site.


 


4.2.2.                  Project Milestone
Review Meetings


 


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


 


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


 


16

















 


2.                                       The Contractor shall plan and conduct the project review
meetings defined in Table 1


 


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


 


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


 


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


 


6.                                       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.


 


7.                                       The Contractor shall provide version
control of all RIDS and associated responses and sent them to Inmarsat on a
regular basis for review.


 


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


 


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


 


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


 


11.                                 The minutes shall be agreed with Inmarsat.


 


12.                                 The acceptance criteria for the
review meetings shall be as follows


 


a)                                      Design Review Milestones (agreed action plans for all RIDS
registered for the milestones)


 


b)                                     Test Review (in accordance with stated Acceptance Criteria)


 


4.2.3.                  Extraordinary
Management Meetings


 


1.                                       At any point in the Programme, either Inmarsat or the Contractor shall have the right to call an
Extraordinary Senior Management meeting, should a major issue arise that
threatens the schedule and/or functionality.


 


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


 


4.3.                            Implementation
Plan/Program Milestones


 


The
implementation plan will cover the end-to-end project processes for the BGAN
BSS Project i.e. from signing of the contract to final acceptance of the BGAN
BSS.


 


4.3.1                     Kick-Off Review Meeting (KOR)


 


A KOR meeting
will be held one month after signing of the contract between the Inmarsat BGAN
Project Management team and the Contractor at Inmarsat 


 


17

















 


premises. See
Table 1 BGAN-BSS Milestone Reviews for details as to the purpose of this
meeting.


 


Details of the
Functionality and Data in operation at that time in the R-BGAN project will be
supplied to the Contractor. Any other details required about the R-BGAN project
must be requested prior to this meeting. It shall
be necessary that R-BGAN is included in all application development.


 


4.3.2                     Preliminary Design Review (PDR).


 


The main
purpose of this meeting will be to further refine the Contractor Contractual
deliverables to Inmarsat for the BGAN BSS project. This review shall include
the results of the prototyping review(s).


 


See Table 1
BGAN-BSS Milestone Reviews for details as to the purpose deliverables and
activities of this meeting.


 


4.3.3                     Final Design Review (FDR).


 


The main
purpose of this meeting will be to baseline the Contractor contractual deliverables
to Inmarsat for the BGAN BSS project. This review shall include the final results of the prototyping review(s).


 


Once agreement
on baseline activities is made Inmarsat Change Control Procedures will apply to
the PMP.


 


See Table 1
BGAN-BSS Milestone Reviews for details as to the purpose deliverables and
activities of this meeting.


 


4.3.4                     Site Readiness Review (SRR).


 


This milestone
shall review the readiness of BOC
and OBC (and SAS if applicable) sites to accept delivery and installation of
the Contractor BSS equipment.


 


4.3.5                     Core Network Inter-Working Test Review (IWTR)


 


Two SAS core
networks elements will be delivered to the Inmarsat during Q1 2004. SAS1 will
commence FAT Testing in Oct 2003 with SAT Testing finishing by Q12004.


 


It is
essential that the interconnectivity between the BSS Network Mediation device
and the Core Network be tested and specification compliant by SAS SAT i.e. the
MD provisioning and MD event collection interface with the Service Order
gateway (SOG), the Billing Gateway (BGW), the Prepay Platform (PP) and the
Network Elements (NE) included in the Core Network Service Management
Architecture (SMA).


 


Inmarsat will
be responsible for the co-ordination of these activities with the Core Network
supplier and the in-time availability of the Core Network components.


 


There shall be parallel
analysis, development and testing activity of the BSS/Network interconnectivity
with the overall BGAN BSS project development:


 


18

















 


a)              To ensure the accuracy and compliance with BSS needs of the ICD the
BSS Contractor shall work with the
Network Contractor in defining the ICD and identifying early any items not
provided on the specification which are necessary for any module of the BSS


 


b)             The BSS Contractor shall
provide development and test platforms and the resources required to develop
and test the event collection and provisioning interfaces with the BGW , SOG,
PP and the Network Elements (NE) included in the Core Network Service
Management Architecture (SMA)


 


This
Interconnectivity Development and Testing parallel project shall be completed by the date of
completion of SAT Testing of SAS


 


4.3.6                     BGAN BSS System Integration Test Review (SITR)


 


The purpose of
this 2 days meeting will be to determine if the software delivered to date at
the Contractor’s site shows a level of integration sufficient for subsequent
acceptance phases.


 


The first day
will be a presentation of the results of the Contractor’s own internal tests
and the second day will be a walkthrough on some of the key Business Processes
(prepared by the Contractor) on the SIT environment.


 


4.3.7                     BGAN-BSS Factory Acceptance Test Readiness Review (FATRR )


 


The purpose of
this meeting will be to determine if the software delivered to date at the
Contractor’s site meets acceptance criteria for this stage of the project to
allow FAT Testing to commence.


 


The Contractor
shall develop the Test Cases for
FAT Testing in accordance with the previously approved Test Strategy. These shall be supplied to the Inmarsat Project
management for approval six weeks prior to the FAT dry run. Inmarsat shall also reserve the right to develop
their own Test Cases in addition to the Contractor developed test cases these shall be supplied two weeks prior to FAT
dry run. The total scope of the test definition will be agreed between Inmarsat
and the Contractor.


 


Once approved
by Inmarsat the Contractor shall
run these Test Cases on their BGAN BSS platform. The Test Case results shall be made available to the Inmarsat
Project Management team 5 working days prior to the meeting. FAT Testing shall be given the go ahead by Inmarsat
Project Management if the following acceptance criteria are met: (during FAT
dry run)


 


a)                                      80% of Inmarsat Approved Test Cases were successful or partially
successful


 


b)                                     There are no category 1 faults reported


 


See Table 1
BGAN-BSS Milestone Reviews for details as to the purpose deliverables and
activities of this meeting.


 


19

















 


4.3.8                     BGAN-BSS Site Acceptance Test  
Readiness Review (SATRR )


 


The purpose of
this meeting will be to determine if the software delivered to date meets
acceptance criteria for this stage of the project development to allow SAT
Testing to commence.


 


SAT Testing shall include the full extent of BSS and
its relationship with external parties and networks i.e. Core Network, Roaming
Partners and/or a Clearing House, Interconnect Partners and one or more
Distribution Partners. (Some of the Roaming and interconnect data may be simulated
dependent on negotiations with the external partners).


 


Inmarsat will
be responsible for the co-ordination and liaison with the external parties and
the in time availability of the external components .


 


The Contractor
shall develop the Test Cases for
SAT Testing in accordance with the previously approved Test Strategy six weeks
prior to SAT dry run. These shall
be supplied to the Inmarsat Project management for approval.  Inmarsat shall
also reserve the right to develop their own Test Cases in addition to the
Contractor developed test cases. These shall also include RBGAN backwards
compatible test cases.


 


Once approved
by Inmarsat the Contractor shall run these Test Cases on the site installed
BGAN BSS platform. The Test Case results will be made available to the Inmarsat
Project Management team 5 working days prior to the meeting. The total scope of
the test definition will be agreed between Inmarsat and the Contractor.


 


SAT Testing
will be given the go ahead by Inmarsat Project Management if the following
acceptance criteria are met (during SAT dry run)


 


a)                                      90% of Inmarsat Approved Test Cases have passed as ok or partially
ok


 


b)                                     There are no category 1 faults reported


 


c)                                      Reasonable progress of FAT resolution plan


 


See Table 1
BGAN-BSS Milestone Reviews for details as to the purpose deliverables and
activities of this meeting.


 


4.3.9                     Migration of R-BGAN BSS to BGAN BSS Platform Readiness Review (MRR)


 


The purpose of
this meeting will be to determine if the software tested in MDR Testing is
ready for migrating R-BGAN BSS operations on the BGAN BSS platform.


 


An agreed
acceptable due date for all faults outstanding shall be provided by the conclusion of the review meeting
before this milestone will be deemed as being passed successfully.


 


20

















 


	
  No.

  	
   

  	
  Review
  Meeting

  	
   

  	
  Purpose

  	
   

  	
  Inputs

  	
   

  	
  Duration

  (Days)

  	
   

  	
  Location

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1)

  	
   

  	
  KICK-OFF MEETING

  (KOR)

  

  Single review to cover the BGAN-BSS
  developments.

  	
   

  	
  

  

  This Review shall include:



  a)              Establishing
  communication lines and contact points for Financial , Technical and
  Contractual matters

   

  b)             Management Plans

   

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

   

  d)             Review of CN-BSS
  Integration



  e)              Review of Transition
  Strategy from RBGAN to BGAN

   

  f)                A design Overview of
  the end-to-end BSS solution

   

  g)             A baseline Project
  Schedule committing to the Final Project End Date  .

  	
   

  	
  

  

  Contractor will supply:

   

  a)              Project Management
  Plan displaying how the final end date can be met.

   

  b)             Risk Management Plan

   

  c)              Configuration
  Management Plan

   

  d)             Resource Management
  Plan

   

  e)              Evolution Strategy to
  evolve RBGAN BSS to BGAN BSS.

   

  f)                Initial Plan and
  Strategy for Integration with the Core Network.

   

  g)             Quality Assurance Plan

   

  h)             Initial BGAN BSS
  Technical Overview description

   

  i)                 Change Management
  Plan

  	
   

  	
  2 days

  	
   

  	
  Inmarsat ,
  London

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2)

  	
   

  	
  BGAN-BSS
  Preliminary Design Review (PDR)

  	
   

  	
  This review shall result in:

   

  a)              Inmarsat/Contractor
  agreed Functional Specification inclusive of R-BGAN products and services

   

  	
   

  	
  The
  Contractor will supply:

   

  a)              The Functional
  Specification  

   

  b)             Site Facilities
  Requirements Specification

  	
   

  	
  3 days

  	
   

  	
  Contractor
  Premises

  



 


21

















 


	
  No.

  	
   

  	
  Review
  Meeting

  	
   

  	
  Purpose

  	
   

  	
  Inputs

  	
   

  	
  Duration

  (Days)

  	
   

  	
  Location

  
	
   

  	
   

  	
   

  	
   

  	
  

  

  Inmarsat approval will be required for successful completion of this review.
  Approval will be provided only after all Contractor supplied specifications
  have been supplied and agreed by Inmarsat. These shall be supplied within 10
  working days of conclusion of the PDR.

  	
   

  	
  c)              Subsystem Interface
  Control Documents

   

  d)             Subsystem Architectural
  Design Documents

   

  e)              Acceptance Test Plans
  (Part 1)

   

  f)                External Interface
  Control Document

   

  g)             Functional Breakdown of
  BSS Module development

   

  h)             RBGAN to BGAN Migration
  Design Document 

   

  i)                 BGAN BSS High Level
  Logical System Design Specification

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3)

  	
   

  	
  BGAN-BSS
  Final Design Review (FDR)

  	
   

  	
  This review shall result in:  

   

  a)              Inmarsat/Contractor
  agreed Specifications

   

  b)             Inmarsat/Contractor
  agreed Management Plans

   

  All
  specifications shall include R-BGAN business process and data

   

  This will be
  the Final Baselined Design. Change management procedures will commence as and
  from the supplied documentation agreed by Inmarsat.

   

  Inmarsat approval will be required for successful completion of this
  review. Approval will be provided only after all Contractor supplied
  specifications

  	
   

  	
  The
  Contractor will make available the following

   

  a)              BGAN BSS Functional
  Specification

   

  b)             Subsystem Interface
  Control Documents

   

  c)              Subsystem
  Architectural Design Documents

   

  d)             System Acceptance Test
  plans (Part 2)

   

  e)              BGAN BSS Logical
  design Documents

   

  	
   

  	
  5 days

  	
   

  	
  Contractor
  Premises

  



 


22

















 


	
  No.

  	
   

  	
  Review
  Meeting

  	
   

  	
  Purpose

  	
   

  	
  Inputs

  	
   

  	
  Duration

  (Days)

  	
   

  	
  Location

  
	
   

  	
   

  	
   

  	
   

  	
  have been supplied and agreed by Inmarsat.

   

  Documentation
  will be supplied to Inmarsat within 10 working days of conclusion of the FDR.
  A further 10 working days will be allowed for Inmarsat approval by Inmarsat.

  	
   

  	
  f)                BSS External System
  Interface Design Documents

   

  g)             Operations Design
  Document

   

  h)             R-BGAN Migration to
  BGAN BSS Design Specification

   

  i)                 Functional
  Breakdown of BSS module development

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4)

  	
   

  	
  SIT

  	
   

  	
  The purpose
  of this 2 days meeting will be to determine if the software delivered to date
  at the Contractor’s site shows a level of integration sufficient for
  subsequent acceptance phases.

  	
   

  	
  •      SIT test
  report

   

  •      Demonstration
  of provisioning and cdr collection transaction.

  •      Black box
  demonstration

  	
   

  	
  2 days

  	
   

  	
  Contractor
  Site (Factory)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5)

  	
   

  	
  BSS Site
  Readiness Review

  	
   

  	
  This review shall review the readiness of the BOC and
  OBC sites to accept delivery and installation of the Contractor BSS
  equipment.

  	
   

  	
  •     BSS Facility Requirements
  Specification;

  	
   

  	
  1 day

  	
   

  	
  BOC/OBC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6)

  	
   

  	
  BGAN-BSS
  Factory Acceptance Test Readiness Review (FATRR)

  	
   

  	
  This review shall include:



  a)              a review of Test
  Results carried out by the Contractor of R-BGAN test Cases approved by the
  Inmarsat BGAN BSS team.

   

  b)             A review of test
  results carried out on Contractor supplied Test Cases

   

  c)              Decision on
  progression to FAT Testing for R-BGAN Products.

  	
   

  	
  a)              FAT Acceptance Test
  Plan and Procedures

   

  b)             FAT Dry Run Test
  Results

   

  c)              FAT BGAN BSS
  Configuration Report

  	
   

  	
  2 days

  	
   

  	
  Contractor
  Site (Factory)

  



 


23

















 


	
  No.

  	
   

  	
  Review
  Meeting

  	
   

  	
  Purpose

  	
   

  	
  Inputs

  	
   

  	
  Duration

  (Days)

  	
   

  	
  Location

  
	
   

  	
   

  	
   

  	
   

  	
  Inmarsat approval will be required for successful completion of this
  review.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6)

  	
   

  	
  BGAN-BSS
  Site Acceptance Test Readiness Review (SATRR)

  	
   

  	
  This review shall include:

   

  a)              a review of Test
  Results carried out by the Contractor of R-BGAN test Cases approved by the
  Inmarsat BGAN BSS team.

   

  b)             A review of test
  results carried out on Contractor supplied Test Cases

   

  c)              Decision on
  progression to SAT Testing

   

  Inmarsat approval will be required for successful completion of this
  review.

  	
   

  	
  a)              SAT Acceptance Test
  Plan and Procedures

   

  b)             SAT Dry Run Test
  Results

   

  c)              SAT BGAN BSS
  Configuration Report

  	
   

  	
  2 days

  	
   

  	
  Inmarsat

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7)

  	
   

  	
  BGAN-BSS
  Core Network Inter-Working Test Review (IWT)

  	
   

  	
  This review shall include the participation of the
  Network Contractor:

   

  a)              a review of all ICD
  Documentation

   

  b)             A review of
  connectivity tests run and failed

   

  c)              A definition of
  changes to be applied to either the network or BSS software

   

  Inmarsat and Core network Contractor approval will be required for
  successful completion of this review.

  	
   

  	
  a)              Test Case Results

   

  b)             ICD Documentation

   

  c)              Network Change
  Specification

   

  d)             BSS Change
  Specification

  	
   

  	
  2 days

  	
   

  	
  Inmarsat or
  Contractor site

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8)

  	
   

  	
  Migration of

  	
   

  	
  This review
  shall include

  	
   

  	
  a)              Data Conversion
  Results

  	
   

  	
  2 days

  	
   

  	
  Inmarsat

  



 


24

















 


	
  No.

  	
   

  	
  Review
  Meeting

  	
   

  	
  Purpose

  	
   

  	
  Inputs

  	
   

  	
  Duration

  (Days)

  	
   

  	
  Location

  
	
   

  	
   

  	
  RBGAN BSS
  onto BGAN BSS platform Readiness Review (MRR)

  	
   

  	
  a)              A review of the MDR
  results between the Live R-BGAN BSS and BGAN BSS  

   

  b)             A review of the data
  conversion  

   

  c)              Decision to migrate
  R-BGAN BSS onto BGAN BSS platform

  	
   

  	
  b)             Results of the Parallel
  Run

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9)

  	
   

  	
  BGAN BSS
  Final System Acceptance Review

  	
   

  	
  This review
  shall include:

   

  a)              Review of outstanding
  faults

   

  b)             Review of plans to
  correct faults

  	
   

  	
  a)              Final compliance
  matrix

   

  b)             Outstanding Defects

   

  c)              Regression test
  results on SAT defects

  	
   

  	
  1 day

  	
   

  	
  Inmarsat

  



 


Table 1:
BGAN-BSS Milestone Reviews


 


25

















 


4.4.                            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 progress
reviews as defined in Section 4.2.).


 


2.                                       The progress report shall identify (as a minimum):


 


a)              Management Summary;


 


b)             Work performed during the reporting period;


 


c)              Milestones met and/or achieved;


 


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


 


e)              Dependencies;


 


f)                Problems experienced;


 


g)             Activities planned for the next period;


 


h)             Risk Log status;


 


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 request the Contractor to provide direct key subcontractor progress
reports.


 


4.5.                            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 agreed major milestones
and dates identified in Table 2 for the BGAN-BSS


 


26

















 


	
  No.

  	
   

  	
  Phase

  	
   

  	
  Milestone
  Activity

  (start)

  	
   

  	
  Required

  Completion Date

  
	
  1)

  	
   

  	
  Definition

  	
   

  	
  Kick-off Review (KOR) Meeting

  	
   

  	
  [***]

  
	
  2)

  	
   

  	
  Design

  	
   

  	
  Preliminary Design Review (PDR),
  including prototype

  	
   

  	
  [***]

  
	
  3)

  	
   

  	
   

  	
   

  	
  BGAN-BSS Final Design Review (FDR)

  	
   

  	
  [***]

  
	
  4)

  	
   

  	
  Site Readiness

  	
   

  	
  Site Readiness Review (SRR)

  	
   

  	
  [***]

  
	
  5)

  	
   

  	
  Shipment / Installation

  	
   

  	
  Ship Equipment

  	
   

  	
  [***]

  
	
  6)

  	
   

  	
  Inter-Working Testing

  	
   

  	
  Core Network Inter-Working Test Review
  (IWTR)

  	
   

  	
  [***]

  
	
  7)

  	
   

  	
  Testing

  	
   

  	
  System Integration Test Review (SITR)

  	
   

  	
  [***]

  
	
  8)

  	
   

  	
  Acceptance

  	
   

  	
  BGAN-BSS Factory Acceptance Test (FAT)

  	
   

  	
  [***]

  
	
  9)

  	
   

  	
   

  	
   

  	
  BGAN-BSS FAT Readiness Review (FATRR)

  	
   

  	
  [***]

  
	
  10)

  	
   

  	
   

  	
   

  	
  BGAN-BSS Site Acceptance Test  (SAT)

  	
   

  	
  [***]

  
	
  11)

  	
   

  	
   

  	
   

  	
  BGAN-BSS SAT Readiness Review (SATRR)

  	
   

  	
  [***]

  
	
  12)

  	
   

  	
   

  	
   

  	
  Migration Dry Run BGAN BSS and R-BGAN BSS

  	
   

  	
  [***]

  
	
  13)

  	
   

  	
   

  	
   

  	
  BGAN-BSS Final Acceptance

  	
   

  	
  [***]

  
	
  14)

  	
   

  	
  Warranty

  	
   

  	
  Migration of live R-BGAN services to new
  BGAN network

  	
   

  	
  [***]

  
	
  15)

  	
   

  	
   

  	
   

  	
  System Stability Verification Review

  	
   

  	
  [***]*

  



 












* Subject to
60 days error free running against agreed APA


 


Table2: BGAN-BSS
Program Milestones


 


 


27

















 


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


 


a) Level 1:
Project decomposed into phases;


 


b) Level 2:
Phases decomposed into activities;


 


c) Level 3:
Activities decomposed into tasks;


 


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


 


6.                                       The Contractor shall define a suitable project structure
and describe each Phase of the project in the PMP.


 


7.                                       The Contractor’s project structure shall clearly identify the following key
stages (for the BGAN-BSS) in the PMP:


 


7.1           System Design: Encompasses systems analysis
activities where the Contractor shall demonstrate
correct interpretation and a thorough understanding of the Inmarsat
requirements;


 


7.2           Segment Design: This shall encompass the production of a
complete high-level design for the BSS both with respect to equipment and
software.


 


7.3           Subsystem Design: The Contractor shall refine the segment design into low
level subsystem and component designs.


 


7.4           Implementation: The Contractor shall translate the design documentation
into the actual equipment and software code.


 


7.5.                              Factory Acceptance Test: In which the Contractor shall
demonstrate to Inmarsat representatives during the witnessing tests that the
/BSS functionally performs in accordance with the agreed FAT Test Plan.


 


7.6.                              Site Acceptance Test: In which the Contractor shall
ship, install, commission and test the BSS equipment at the BOC/OBC/SAS site.
The testing will encompass the respective integration with the external system
elements and facilities. These tests will be witnessed by Inmarsat
representatives, subject to 6-4.


 


7.7.                              BGAN BSS Core Network Inter-Working Test : In which the Contractor shall
demonstrate the interworking between the BGAN BSS and the BGAN CN.


 


7.8.                              Migration of R-BGAN BSS on BGAN BSS
platform : In which the Contractor shall plan the migration of the operational
R-BGAN BSS onto the BGAN BSS system, including MDR testing.


 


7.9.                              BGAN-BSS Final Acceptance: In which the Contractor will hand-over operational responsibility
of the BGAN-BSS to Inmarsat (i.e. system transfer), following successful
completion of the Migration Dry Run. At this point, all relevant documentation
will have been delivered and training conducted.


 


7.10.                        BGAN (End-to-End) System Acceptance Test: In which the Contractor shall
support Inmarsat in integrating the Core Network, the SAS , the UT and BGAN-BSS
with the other sites and conduct end-to-end testing using pre-production UTs.


 


28

















 


7.11                           BGAN-BSS
Operations and Maintenance: The Contractor shall enter the warranty period and
subsequent maintenance arrangements upon completion of the BGAN BSS Final
Acceptance


 


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


 


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


 


10.                                 The project structure and initial
set of Phase Description included in the draft PMP shall be agreed at the project Kick-Off Review.


 


11.                                 Thereafter, the Contractor shall progressively expand the project
structure and raised further activities, as required for management and
reporting purposes.


 


12.                                 The Contractor shall not commence a Phase if the
associated Phase Description has not been raised.


 


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


 


14.                                 Key sub-contractors to be used for
the design / development / test activities throughout the Programme shall require Inmarsat approval.


 


15.                                 The Contractor shall be responsible for applying suitable
sub-contractor control to ensure that the work is conducted to the workmanship
standard required.


 


16.                                 Inmarsat shall have the right to audit the work of the key
sub-contractors at the place where the work is being conducted.


 


17.                                 The Contractor’s Project Manager (or
nominated deputies) shall sign-off
each activity as it is completed to indicate that the task(s) has been
completed to the required standard.


 


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


 


19.                                 It shall
be possible to present the schedule in the following views (minimum):


 


19.1 Bar Chart (Gantt) View – for basic completion status;


 


19.2 Network Activity View – for critical path analysis;


 


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


 


20.                                 The
Contractor shall provide Inmarsat
with an electronic copy of the schedule in the monthly progress report.


 


4.6.                            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
on all contractual and management matters for the duration of the Contract and
at least until the end of the warranty period.


 


29

















 


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


 


4.                                       The Contractor shall confirm at the Kick-Off Review each
key person considered to be required for the work, the role assigned and
his/her latest curriculum vitae.


 


5.                                       The Contractor shall accept that Inmarsat has the right to
comment on the team structure and individual staff members proposed.


 


6.                                       This right shall incorporate the ability to ask for team
changes to be made – although implementation of requested changes will be at
the discretion of the Contractor.


 


7.                                       The Contractor shall ensure that sub-contractor personnel
are suitable for the delivery of the requirements of this Contract.


 


8.                                       The Contractor shall maintain a resource profile plan
throughout the Programme showing the level and type of staff necessary to
complete the work.


 


9.                                       The Contractor shall agree to notify Inmarsat of any
necessary changes to key personnel following the Kick-Off Review meeting.


 


4.7.                            Location of the Work


 


1.                                       The Contractor shall provide office accommodation at the
main site, and where applicable at key sub-contractor’s site, where work is
being conducted during the development and implementation phase.


 


2.                                       This accommodation shall provide space for at least two Inmarsat
staff on a permanent basis and up to 10 on a temporary basis during key phases
at the main site and temporary accommodation for upto 4 Inmarsat staff at any
one time at the key-sub-contractor’s site.


 


3.                                       Office accommodation shall include reasonable use of facilities
including international telephone/facsimile lines, desktop PCs with Internet
connection, printer, photocopier etc.


 


4.8.                            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 grant approval to the Inmarsat
project co-ordinators to visit any site provided that at least 2 working days
notice of the visit is given by Inmarsat. Health and Safety and security
requirements to be supplied in advance of visit. (including sub contractors
sites)


 


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.


 


30

















 


5.                                      QUALITY
MANAGEMENT


 


5.1.                            Quality Assurance


 


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


 


2.                                       The Contractor shall control
and manage the Programme in accordance with ISO 9001 requirements.


 


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 shall
require Inmarsat approval.


 


5.                                       In the case of software development, a formal software quality
management process that is compliant with ISO 9001 shall be employed.


 


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


 


7.                                       This nominated team member shall have
suitable experience and training with respect to ISO9001 and its application to
a large programme.


 


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


 


9.                                       The software elements of the project shall be developed in accordance with the Contractor ISO 9001.


 


10.                                 The software engineering approach and standards shall be defined in the Software Management
Plan (SMP).


 


11.                                 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.


 


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


 


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


 


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


 


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


 


16.                                 In general, the
ISO9001 (or suitable equivalent) quality conditions are to flow down to each
sub-contractor involving design, development and/or testing activities.


 


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


 


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


 


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


 


31

















 


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


 


21.                                 Inmarsat has the right to audit the Contractor’s quality process and
in the event that it reasonably finds that the processes and procedures are
insufficient then Inmarsat may appoint an external quality manager to monitor
the Contract.


 


5.2.                            Quality Control


 


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


 


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


 


3.                                       All inspection and quality records shall
be archived by the Contractor as per Contractor’s ISO 9001 process,
and be available for Inmarsat audit at the Contractor facility on a
non-interfering basis if requested.


 


5.3.                            Reliability


 


1.                                       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 until
System Acceptance.


 


2.                                       Each record shall
identify the problem, failed system element(s), perceived severity and current
status (namely open or closed).


 


3.                                       The Contractor shall
use a software to track statuses (Fixed, tested, implemented)  and history of defects. Information related
to defects shall be made available
to Inmarsat upon request.


 


5.4.                            Configuration Management


 


1.                                       The Contractor shall
produce a 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                                 Firmware Development, Version and Release Control;


 


1.5                                 Hardware Development and Manufacture;


 


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 (if
used) shall be identified.


 


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


 


32

















 


6.                                      BGAN-BSS
TEST MANAGEMENT


 


Each BGAN-BSS element is to be functionally
tested before being integrated with other elements. Thereafter, integration shall be progressive, as interfaces are
verified between the modules that make up the BGAN-BSS site infrastructure.
When sufficient elements have been integrated then acceptance testing can
commence.


 


The actual details of testing are to be
defined in the Overall System Test Plan to be provided at the preliminary
design review. However, Inmarsat will be looking to ensure that the overall
test programme proposed addressed the following types of testing:


 


1.               Unit/Module Testing:  Involves functionality
testing of a specific hardware, firmware or software unit typically with inputs
generated from a test harness. Requirements for this testing are discussed in
Section 6.1.


 


2.               Subsystem Integration Testing:  Involves checking
interfaces between the respective BSS 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 6.2.


 


3.               FAT/SAT Acceptance Testing: This represents an iteration of testing levels that collectively
provide verification of the BSS equipment against the overall requirements.
Testing will encompass in-house factory acceptance testing of the BSS
equipment, on-site acceptance testing of the BSS and external interfaces.


 


4.               R-BGAN Services MDR Testing : This
represents the parallel testing phase between the R-BGAN BSS and BGAN BSS for
the support and operations of R-BGAN Services.


 


5.               BGAN System Acceptance Testing: This represents the end-to-end verification of operability of the
full BGAN infrastructure. Hence, it will encompass inter-connect testing
between the SAS , UT as well as the successful integration and operation
between the Core Network and Business Support Systems (e.g. billing, etc.).


 


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


 


1.                                       The Contractor shall
produce and maintain test plans, test designs and test procedures and test
reports for all test levels covering hardware, firmware and software as
required by his ISO 9001 standards.


 


2.                                       By PDR, the Contractor shall
deliver a complete and comprehensive Overall System Test Plan defining the test
approach to be adopted, acceptance test mapping (i.e. Verification Requirements
Traceability Matrix – VRTM) and associated test document structure to
demonstrate coverage of all contracted requirements as required by his ISO 9001
standards.


 


3.                                       The Contractor shall
develop a comprehensive set of test procedures for each acceptance test
activity.


 


4.                                       Test procedures developed for the acceptance phase shall require Inmarsat approval.


 


5.                                       The test procedures shall
comprise tests, inspections, analyses and demonstrations, which demonstrate
that the system is able to deliver contract end-to-end functionality.


 


6.                                       Test Procedures shall
include input data and expected results.


 


33

















 


7.                                       Test Procedures shall
include valid and invalid scenarios.


 


8.                                       Test procedures shall
be presented to Inmarsat before the actual testing is conducted.


 


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


 


10.                                 Approval by Inmarsat shall be
required before proceeding with any acceptance testing, the milestones for
which are defined in Section 4.4 Table 1. All acceptance test results shall be documented in the form of test
reports.


 


11.                                 The test report shall
contain the following details:


 


11.1                           Test results (i.e. pass/fail),


 


11.2                           Conductor of the test,


 


11.3                           Comments made regarding the test run,


 


11.4                           Reason for any failures;


 


11.5                           Report Logs and Screen Shots of the Test


 


12.                                 The Contractor shall provide
to Inmarsat all acceptance test plans, procedures and test reports.


 


13.                                 The Contractor shall
provide all instruments, tools, facilities, manpower and services necessary to
conduct the acceptance tests.


 


14.                                 All Acceptance Tests 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.


 


15.                                 Inmarsat reserve the right to undertake the testing themselves with
Danet involvement / witnesses. Inmarsat shall
undertake the testing against the agreed criteria and test plans.


 


16.                                 Any agreed Inmarsat residents shall
have access to the primary factory integration lab and may observe integration
testing while it is in progress.


 


17.                                 Inmarsat shall have
access to the test and development facilities in order to observe lower level
unit and sub-system integration testing (i.e. testing conducted before any
acceptance testing).


 


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


 


19.                                 As far as possible all tests shall
be conducted using automated testing tools, allowing the tests to be
reproducible. The areas where automated test tools are to be used shall be defined and agreed in the Overall
System Test Plan.


 


20.                                 The Contractor shall
ensure there is provision for Inmarsat staff to obtain early access to the
system to allow for familiarisation and test case development, the mechanism to
allow this shall be agreed between
both parties in the Overall System Test Plan.


 


21.                                 The Contractor shall
set up and maintain a separate “sand pit” environment to allow Inmarsat
personnel to familiarise themselves with the evolving solution. The “sand pit”
solution shall contain the same
functionality as the developing solution subject to reasonable effort in
upgrading and maintaining the environment.


 


22.                                 The test milestones shall
be completed consecutively, the Contractor shall
not proceed to the next testing milestone until the previous testing milestone
has been passed. (eg SAT cannot be started until FAT has been completed).


 


34

















 


6.1.                            Unit Testing


 


1.                                       The Contractor shall perform
unit level hardware and software testing.


 


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


 


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


 


4.                                       Inmarsat shall reserve
the right to participate in unit testing


 


6.2.                            Sub Systems Integration
Testing


 


1.                                       The Contractor shall perform
integration hardware and software testing.


 


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


 


3.                                       Inmarsat shall reserve
the right to participate in integration testing


 


6.3.                            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
tested BGAN-BSS meets the contractual requirements.


 


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


 


4.                                       Problems noted during acceptance
tests shall be classified by
Inmarsat into one of three categories.


 


5.                                       Test cases for Acceptance testing shall be representative of real scenarios.


 


Category 1: Representing one of the
following conditions:


 


•                       System crash;


 


•                       Loss of critical function(Number generation, Pre-provisioning,
Provisioning, CDR collection, rating and distribution, billing, fraud
detection, recharge of a pre-paid account), severe performance degradation or
instability of the segment/system inoperable for revenue service;


 


•                       Major fault causing serious disruption to business activity and
preventing use of the application for the purposes it was designed


 


•                       Failure to recover from a failure that renders any part of the
system inoperable for revenue service.


 


•                       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 system function.


 


35

















 


•                       The problem is not directly related to the tests.


 


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


 


•                       The problem requires a system modification and / or configuration
for contract requirements


 


Category 3: Representing one of the
following conditions:


 


•                                          The problem is not reproducible.


 


•                                          The problem can be fixed without system modification and /or
configuration.


 


•                                          The problem is not related to and does not affect a contract
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 have any functional
impact.


 


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


 


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


 


7.                                       Category 2 problems may not prevent
Inmarsat acceptance of the equipment or of the relevant testing phase
(providing that the number of defects is below the acceptance criteria). 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 a category 2 problems to
the warranty period shall require
the approval of Inmarsat and form part of pot delivery testing


 


8.                                       Those category 3 problems pertaining
to fitness for purpose requirements compliance or inaccuracies in delivered
operator procedures shall require
correction during the agreed warranty period. (see Section 9). The Contractor shall develop a list of category items. A
schedule and priority for fixing category 3 items during warranty will need to
be presented to Inmarsat and form part of pot delivery testing.


 


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


 


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


 


10.1.                        All contractual and technical requirements shall need to be met.


 


10.2.                        The Contractor shall have
conducted the necessary Test Readiness Review with Inmarsat prior to each
acceptance test activity, to review the status of completed qualification
testing (e.g. dry run results).


 


10.3.                        Inmarsat review of the integration tests shall not delay FAT provided that the Contractor supplies
these results in accordance with the agreed schedule.


 


11.                                 Completion of FAT with no category 1 problems and no more than 150
category 2 problems, together with an agreed resolution schedule for category 2
faults shall be a prerequisite to
commencement of Site Acceptance Testing


 


36

















 


12.                                 Completion of SAT with no category 1 problems and no more than 100
category 2 errors, together with an agreed resolution schedule for all
categories shall be a prerequisite
to MDR Testing of R-BGAN Services on BGAN BSS platform.


 


13.                                 Completion of MDR with no category 1 and no more than 20 category 2
problems and no difference in the result of bill production between R-BGAN BSS
and BGAN BSS shall be a
prerequisite to Final Acceptance.


 


14.                                 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.


 


15.                                 If final acceptance is successful on the condition that any
outstanding problems (category 3) are to be corrected, then the Contractor shall perform Post-Delivery Testing to
confirm the outstanding problems are corrected.


 


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


 


6.4.                            Factory Acceptance Tests (FAT)


 


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


 


2.                                       Each FAT shall be used
to test the interface to the available external systems e.g. Core Network
(Reference Test Bed). Simulators to be used where actual access is not
available.


 


3.                                       The FAT shall include
the testing of the functions of the solution


 


4.                                       Each FAT plan shall require
review and approval by Inmarsat.


 


5.                                       The Contractor shall perform
the FAT at one or more factory sites.


 


6.                                       Each FAT shall be
deemed acceptable if the results achieved satisfy the agreed acceptance
criteria.


 


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


 


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


 


9.                                       The FAT or/and SAT shall include
the relevant verification of the following types of contract requirement, as
allocated to this acceptance test phase, the exact timing of these
verifications shall be contained in the Overall Test Plan:


 


9.1                                 Failure detection, reporting and recovery requirements.


 


9.2                                 Performance requirements.


 


9.3                                 Stability/soak test where the BGAN-BSS equipment is to operate for a
period of 48 hours without any application or processor failures. The
Contractor is expected to provide any load generation or network simulation
capability required to establish the soak conditions. 


 


9.4                                 Environmental testing. Here, test results or commercial-off-the-shelf
product specifications shall be
provided to demonstrate compliance with contract environmental requirements.


 


9.5                                 Congestion handling requirements;


 


9.6                                 Redundancy requirements;


 


9.7                                 Interface recovery requirements;


 


37

















 


9.8                                 Partial / Full Disaster Recovery requirements


 


10.                                 The FAT shall be
witnessed by Inmarsat representatives.


 


11.                                 Inmarsat shall nominate
one member within the witnessing party to have final responsibility for
determining whether the tested system has completed FAT in accordance with the
criteria defined by this SOW.


 


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


 


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


 


6.5.                            Site Acceptance Testing (SAT)


 


1.                                       The BGAN-BSS SAT shall include
relevant verification of:


 


1.1                                 Deliverable equipment quantities including spares.


 


1.2                                 Hardware checkout of the installation; ( This shall include the
installation of all latest software patch sets for OS and application
software).


 


1.3                                 Standalone check-out tests;


 


1.4                                 Connectivity tests with other deliverable equipment at the site.


 


1.5                                 Inter-working Tests with other BGAN systems (e.g.CN)


 


1.6                                 Inter-working Tests with Inmarsat commercial partners (Roaming ,
Distribution Partners , Interconnect) to the extent agreed with Inmarsat prior
to the SAT milestone.


 


1.7                                 R-BGAN BSS compatibility tests


 


2.                                       The Contractor shall produce
each 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 Transfer Document outlining all items delivered and installed at
the site (see Section 10).


 


6.                                       The Contractor shall
conduct each SAT.


 


7.                                       The SAT readiness report shall be
provided to Inmarsat at least 10 days prior to the formal witnessing of the
tests.


 


8.                                       Each SAT shall be
witnessed by Inmarsat representatives.


 


9.                                       Inmarsat shall nominate
one member within the witnessing party to have final responsibility for
determining whether the tested system has completed SAT in accordance with the
criteria defined by this SOW.


 


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


 


11.                                 The system shall
demonstrate a minimum of 7 days stability where the BGAN-BSS equipment is to
operate without any critical application or processor failures. The
Contractor is expected to include some of the load testing conditions during
this 7 days period. 


 


38

















 


6.6.                            R-BGAN BSS and BGAN BSS
Migration Dry Run Testing (MDR)


 


1.                                       The Contractor shall
produce a MDR Plan outlining the processes and procedures to be put in place
for the parallel run.


 


2.                                       The MDR Plan shall
include all data conversion, BGAN BSS Configuration required to execute the parallel
run.


 


3.                                       The MDR Plan shall
require approval from Inmarsat.


 


4.                                       The MDR shall include
at least one complete bill cycle for R-BGAN Services.


 


5.                                       The MDR shall include
the relevant verification of the following types of contract requirements, as
allocated to this testing phase :


 


a)                                      Availability and stability testing,


 


b)                                     Performance testing,


 


c)                                      R-BGAN Services backwards compatibility,


 


d)                                     R-BGAN BSS functionality testing


 


6.                                       The Contractor shall deliver a Test Report for each MDR to Inmarsat
within 3 weeks of completion of MDR.


 


7.                                       Inmarsat shall nominate
one member within the witnessing party to have final responsibility for
determining whether the tested system has completed MDR in accordance with the
criteria defined by this SOW.


 


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


 


a)                                      FAT/SAT Acceptance criteria for functional processes,


 


b)                                     Identical Results for Bill Production,


 


6.7.                            BGAN BSS Final Acceptance


 


The purpose of this meeting will be to
determine if the software tested in SAT/MDR Testing is acceptable to Inmarsat.


 


The following acceptance criteria must be
met:


 


a)                                      95% of Inmarsat Approved Test Cases from previous test phases have
passed successfully


 


b)                                     There are no category 1 faults reported


 


c)                                      There are less than 40 outstanding category 2 defects


 


d)                                     An acceptable due date for all faults from previous test phases
outstanding is provided by the conclusion of the review meeting.


 


The system shall
have been deemed as having passed Final Acceptance when it has met the
following criteria:


 


1.               All
previous testing milestones and processes listed in Table 1 have been completed
and signed off by Inmarsat.


 


2.               Both
parties agree that the Work meets the requirements of this Contract (including
any change notes)


 


39

















 


6.8.                            BGAN Systems Integration
Effort


 


6.8.1.                  BGAN Development
Co-ordination Forum


 


Inmarsat will chair the
BGAN Development Co-ordination Forum (DCF) meetings for the co-ordination 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 Contractor shall participate
in the DCF meetings to be established by Inmarsat when discussions are relevant
to the BSS.


 


6.8.2.                  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.


 


6.8.3.                  BGAN Integration Support


 


Inmarsat plans to run a
series of BGAN test campaigns designed to ensure that all major systems
interface correctly and that functionality that crosses subsystem boundaries
co-ordinate end to end. This is hence not a repeat of the individual system
acceptance tests, but more a wider check out of end-to-end system operation.


 


Each BGAN contractor
will be required to commit to providing some level of resources to support this
testing.


 


The Contractor shall support
overall BGAN integration testing activity as directed by Inmarsat.


 


The Contractor shall make
available skilled personnel capable of supporting the integration test
campaigns as per paragraph 2.1 (20).


 


All system integration activities supported
by the Contractor shall require
prior approval by the responsible Inmarsat Project Manager.


 


40

















 


7.                                      DELIVERY, INSTALLATION AND INTEGRATION


 


Installation of the equipment at the
BGAN-BSS sites shall be planned by
the Contractor well in advance of any installation being performed.


 


7.1.                            Site Survey


 


1.                                       The Contractor shall conduct a survey of the BOC , and OBC
where the equipment is to be installed


 


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


 


3.                                       Each Site Survey Report shall identify important installation
issues (for which the Contractor is responsible) including, but not limited to:


 


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


 


3.2                                 Need for co-operation of site staff during installation;


 


3.3                                 Identification of on-site test equipment required and/or available;


 


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


 


4.                                       The Contractor shall
produce a BOC and OBC Installation Document (BID).


 


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


 


6.                                       The BID shall identify
important installation issues (for which the Contractor is responsible)
including, but not limited to, the following:


 


6.1                                 Physical layout and sizing of equipment;


 


6.2                                 Racking;


 


6.3                                 Power requirements;


 


6.4                                 Cooling requirements;


 


6.5                                 Communications interfaces;


 


6.6                                 Cabling and connector types;


 


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


 


7.2                               Equipment Delivery
Preparation


 


1.                                       The Contractor shall
prepare a Shipment Plan for each separate shipment to the site.


 


2.                                       Each Shipment Plan shall
be submitted for Inmarsat approval 4 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.  Inmarsat will
approve the Plan within 10 working days of submission by the Contractor


 


4.                                       Written notice of shipment shall
be given to Inmarsat at least 15 working days prior to shipment of the
equipment, indicating port of arrival and other necessary details.


 


41

















 


5.                                       If the site is not owned or operated by Inmarsat, the Contractor shall also give the same notice to the
identified Site Operator .


 


6.                                       Customs clearance shall
be the joined responsibility of the Contractor. And Inmarsat.


 


7.                                       Inmarsat shall only
accept delivery of the equipment after receipt of the associated Equipment
Transfer Documentation.


 


7.3                               Equipment
Transportation and Shipment


 


1.                                       The Contractor shall be responsible for the safe
transportation and delivery of all equipment, materials, tools, etc., to each
designated site.


 


2.                                       Any damage caused due to
transportation and the action to be taken as a consequence of the damage,
including possible consequential delays to the project shall be reported to Inmarsat and are the
Contractor’s responsibility to resolve.


 


3.                                       All transported equipment shall be suitably protected to ensure safe
delivery to site.


 


4.                                       The Contractor shall submit plans for Inmarsat’s
notification that provides the following information for Contractor
transportation obligations:


 


a)                                      Equipment being transported;


 


b)                                     Transportation company name;


 


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


 


d)                                     Level of packaging protection;


 


e)                                      Transportation timetable.


 


5.                                       The Contractor shall be responsible for arranging collection and
transportation for any hardware being moved from the Inmarsat site to the
Contractor’s site. The Contractor shall liase with the necessary personnel at
Inmarsat to facilitate this.


 


7.4                               Site Installation and
Integration


 


1.                                       Installation of BGAN/BSS equipment and integration with all the
associated communications links to the rest of the network shall be the Contractor’s responsibility.
The infrastructure to connect to other BGAN components has to be provided by
Inmarsat (e.g. LAN infrastructure, DMZ, router, hubs, cabling etc.). Equipment,
which will be provided by the Contractor is described in the schedule 3 of the
Contract  - The Equipment and Software.


 


2.                                       The Contractor shall
provide the necessary personnel and all relevant installation procedures,
instructions, drawings, etc., as required to achieve the overall technical and
operational performance requirements according to schedule.


 


3.                                       Inmarsat shall have the
right to monitor the work of the Contractor on site, or to appoint third
parties to do so.


 


42

















 


8.                                      TRAINING
MANAGEMENT


 


The Contractor is required to provide
suitable awareness and operational training to Inmarsat (encompassing the SAS
site operator if applicable) prior to service launch. With respect to BGAN-BSS
training will be centred on the system architecture, operational
responsibilities, problem handling and overall network/resource procedures.


 


8.1.                            General Requirements


 


1.                                       The Contractor shall inform Inmarsat at least 6 months in
advance of any pre-requisites to the training.


 


2.                                       The operational training shall be to a level that will enable
relevant Inmarsat operators to carry out scheduled preventative / restoration /
contingency maintenance and front-line tasks.


 


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


 


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


 


5.                                       The location of training shall be:


 


BGAN-BSS Engineering and Operations Course:
At the Inmarsat Headquarters in London. However, if the Contractor has another
preferred UK based location (i.e. training facility) then this may be proposed
instead of the Inmarsat site.


 


6.                                       The Contractor shall agree to undertake repeat courses, as
instructed by Inmarsat and at the agreed price during the warranty period as
defined by the contract.


 


7.                                       Inmarsat shall be granted permission by the Contractor to copy, video,
re-produce and/or reuse training material, as required provided that they are
for internal Inmarsat personnel (including Inmarsat contractors) .


 


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


 


9.                                       The Operator training for Inmarsat
shall be conducted by the subcontractor for the relevant module that they have
supplied. E.g Vitria shall train Inmarsat for the EAI; ADC for the billing ;
likewise all the other modules


 


10.                                 Training shall
be given by a trainer with recognized training qualifications, using up to date
training material and supported by an experience technical person to answer
questions and answers.


 


11.                                 Training shall
be based on roles and functions, three functions shall be considered : IT Analyst Support Staff, IT operational
Staff, End User Training.


 


12.                                 In the event that both parties agree to use
standard training courses instead of bespoke courses then some of the above
clauses may be waived. These shall be defined in the Training Plan.


 


43

















 


13.                                 Inmarsat shall provide a resource / skill
profile to the Contractor to support the development of the Training Plan.


 


8.2.                            BGAN-BSS Operator
Training Requirements


 


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


 


2.                                       This training shall address:


 


1.1                                 Capabilities and configuration of each BSS sub-system and network
elements;


 


1.2                                 Architecture / modular design capabilities;


 


1.3                                 Definition of the business processes to be adopted with each
subsystem;


 


1.4                                 Routine operational and maintenance procedures;


 


1.5                                 Contractor maintenance support including hardware / software /
firmware updates;


 


1.6                                 Application of the operational documentation;


 


1.7                                 Rehearsal of critical BSS operational procedures including
contingency procedures including disaster recovery;


 


1.8                                 Maintenance/support procedures;


 


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


 


4.                                       The training shall be
suitably structured such that staff who attend are thereafter capable of
dealing with 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 shall
include a hands-on and theoretical test to be taken by each attendee.


 


8.                                       Two sets of training shall
be provided. One course shall be
held prior to the commencement of the BGAN BSS SAT. The second set of
operational training shall be conducted prior to FA.


 


9.                                       Training shall be
provided at Inmarsat location


 


8.3.                            BGAN-BSS End-User training


 


1.                                       The Contractor shall
provide both presentational and ‘hands-on’ training for BSS end-user staff.


 


2.                                       This training shall address:


 


2.1                                 BSS sub-system capabilities;


 


2.2                                 Screen navigation Flows;


 


2.3                                 Navigation between Subsystems;


 


2.4                                 Handling of error messages;


 


44

















 


2.5                                 All field definitions;


 


2.6                                 Access points to data in each sub-system;


 


3.                                       This training shall
suitably reference the relevant end-user manuals, guides and handbooks
provided.


 


4.                                       The training shall be
suitably structured such that staff who attend are thereafter capable of
dealing with day-to-day operation and maintenance of the BSS Systems


 


5.                                       Online Help facilities will provide the end-user with full direction
for each BSS screen.


 


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.


 


45

















 


9.                                      WARRANTY
AND MAINTENANCE


 


The Contractor is required to provide
warranty and support on the BGAN-BSS segment after BGAN BSS Final Acceptance.,


 


Warranty and support period on the BGAN-BSS segment shall start after BSS final acceptance as
required in 2.1.6.


 


The Contractor shall
provide support to analyse the origin of problems reported during the warranty
or maintenance period. The Contractor shall undertake any corrective measures
related to the provided hardware, software and documentation including fixing,
retest and delivery of corrections.


 


The Contractor is obligated to provide
additional maintenance after warranty period subject to an annual renewable
maintenance contract being authorised and for a period of up to five years
following the warranty period.


 


9.1.                            General Requirements


 


1.                                       Warranty and maintenance arrangements shall be put in place by the Contractor to meet and maintain
the BGAN-BSS contract availability requirement.


 


2.                                       The Contractor shall provide two years of warranty and
support from BGAN BSS Final Acceptance on all hardware, firmware, software and
documentation delivered.


 


3.                                       The Contractor shall produce a Sparing Plan identifying
sparing, spare part renewal rates and on-site support policies.


 


4.                                       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.


 


5.                                       The Contractor shall
ensure that Inmarsat can enter into such third party local contracts should
Inmarsat decide to do so during Warranty Period


 


6.                                       The Contractor shall produce
a BGAN-BSS Warranty and Maintenance Plan to take effect from the commencement
of warranty covering the delivered equipment and identifying the procedures to
be followed in the event of equipment/system problems.


 


7.                                       The Contractor shall
provide on-site resource for the first 3 months of the warranty contract,
renewable in period of 3 months afterwards at Inmarsat’s cost at the agreed
rate. On Site shall be able to
cover problems arisen in the different modules of BGAN BSS.


 


8.                                       The Contractor shall
implement all agreed, required equipment to perform remote support for the
duration of the warranty period.


 


9.2.                            Warranty and Support
Requirements


 


1.                                       The Contractor shall provide two-year warranty and support
on all hardware, software, firmware and documentation supplied under this
contract.


 


2.                                       The warranty period shall commence following BGAN BSS Final
Acceptance and according to the contractually agreed criteria.


 


46

















 


3.                                       Defects discovered
during the warranty period shall
be corrected promptly by the Contractor at no cost to Inmarsat, except that
Inmarsat will be responsible for shipment of goods to the factory if required.


 


4.                                       A monthly review of
system performance shall be
performed with the Contractor during the warranty period.


 


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


 


6.                                       A review shall also be
used by Inmarsat to decide whether to proceed into an annually renewable
maintenance contract with the Contractor for the BGAN-BSS. This review shall be held before the end of the second
year of warranty


 


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


 


8.                                       Should the BGAN BSS fall below the APA agreed between Inmarsat and
the Contractor in any month, the Contractor shall
provide on-site resources until the APA is restored in any subsequent week.


 


9.                                       The Contractor shall define and agree with Inmarsat suitable
escalation procedures, which shall
apply in the event that response and fix timescales are not met.


 


9.3.                            Support during
Warranty and Maintenance Period


 


9.3.1.                  Provisioning of Spares


 


1.                                       The Contractor shall
produce an equipment spares plan bearing in mind the:


 


1.1                                 System availability requirements;


 


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


 


1.3                                 System mean time to repair targets (namely four hours). This
dictates what types of spares need to be stored at the site (i.e. due to long
lead times) or that can be procured as and when needed.


 


2.                                       The Contractor shall undertake
to finalise the Spares List by the Final Design Review.


 


3.                                       The Contractor shall
provide suitable spares for the BGAN-BSS equipment as determined to be
necessary to met the system availability requirements and as indicated in the
sparing plan.


 


4.                                       Spares not deliverable within one week at the site shall be identified by no later than the
Final Design Review.


 


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.


 


9.3.2.                  Warranty and Maintenance Plan


 


1.                                       The Warranty and Maintenance Plan shall
outline the support proposed during both the warranty and
maintenance periods.


 


47

















 


2.                                       The Warranty and
Maintenance Plan shall outline the
procedures to be developed, particularly in respect to the handling of problems
and Inmarsat specific requirements (see Section 9.4.1).


 


3.                                       The Warranty and
Maintenance Plan shall indicate:


 


3.1                                 The number of
personnel required;


 


3.2                                 The job functions
provided;


 


3.3                                 The percentage time
dedicated to maintenance per team member;


 


3.4                                 Training approach
that is to be implemented to ensure trouble-free continuity of expert support.


 


3.5                                 Provision for direct operational support in the event of emergency;


 


3.6                                 Hardware repair facilities to be provided;


 


3.7                                 Software repair facilities to be provided;


 


4.                                       Not more than 10 elapsed days shall
be allowed for a hardware repair or replacement that is returned to
the manufacturer/Contractor.


 


5.                                       Priority 1 (P1) problems 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.


 


6.                                       The Warranty and Maintenance Plan shall
explain how problems that arise during warranty will be handled.


 


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


 


8.                                       The Warranty and Maintenance Plan shall
specify the time to visit an BGAN-BSS site during the warranty, in the event
that a problem requires on-site attention.


 


9.4.                            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 level of service criteria defined in this sub-section.


 


9.4.1.                  Warranty and
Maintenance Support And Fault Reporting


 


9.4.1.1.  System Problem
Categorisation


 


1.                                       Problems encountered in the BGAN-BSS shall be classified into either:


 


1.1.1                     Priority 1
Problems (P1)


 


These are critical problems (i.e. requiring
immediate assistance) whereby the BGAN-BSS system is suffering from a
significant reduction in capacity, reliability or service quality. In this
situation Inmarsat is unable to perform functions or services for which the
system was designed.


 


48

















 


1.1.2                     Priotity 2
Problems (P2)


 


These are non-critical problems (i.e do not
require immediate assistance). In this situation Inmarsat is able to perform
the functions or services, but the function or service has a significant
reduction in capacity, reliability or quality.


 


1.1.3                     Priority 3
Problems (P3) dfd


 


These are
non-critical problems that do not fall into
the above categories.


 


9.5.                            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 system
management;


 


2.3                                 Assistance with the interpretation of hardware and system problems;


 


2.4                                 Technical advice;


 


2.5                                 Status reporting on outstanding problems;


 


2.6                                 Progress reporting on P1 problems not resolved within two working
days of notification and P2 problems not resolved within five working days.;


 


3.                                       Immediate telephone warranty and maintenance support and Contractor
remote site access shall be
available during normal Inmarsat working hours (defined as 09:00am to 05:00pm
GMT 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 the BGAN BSS site operators and maintained as
necessary by the Contractor.


 


9.6.                            Fault Reporting


 


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


 


2.                                       All faults shall be
logged within one central fault management system accessible by all parties
(Inmarsat, Contractor and sub contractors).


 


3.                                       For P1 problems then telephone support shall be available as defined in Section 9.4.


 


4.                                       P1 problems shall be
reported via a PR to the CSO, in addition to the on-line telephone support.


 


5.                                       The PR shall contain
the following information:


 


a)                                      Site code;


 


b)                                     Contact name;


 


c)                                      Contact telephone and facsimile number;


 


d)                                     Type of fault (hardware, software or other);


 


e)                                      Brief description of the fault or problem;


 


49

















 


6.                                       In the event of a hardware failure then the following additional
information shall be provided on a
Problem Report (PR):


 


a)                                      Part number of the faulty equipment;


 


b)                                     Serial number of the faulty equipment;


 


c)                                      Description of the faulty equipment;


 


7.                                       In the event of hardware fault then the faulty hardware item shall be returned to the Contractor
nominated repair facility


 


9.7.                            On-site Attendance


 


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


 


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


 


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


 


9.8.                            Problem Resolution


 


9.8.1.                  P1 Resolution and P2 Resolution


 


1.                                       A qualified response shall
be supplied by telephone to the relevant BGAN BSS operator within thirty (30)
minutes for P1 Problems and one working day for P2 problems of the initial call
being placed at the CSO.


 


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


 


3.                                       The Contractor shall
use best endeavours to restore system availability in the shortest possible
time and to restore full service 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 problems the Contractor shall
use best endeavours to provide a “patch” or an agreed work around
within two (2) working days of the initial notification unless otherwise
agreed. A “patch” is an interim software fix that does not go through a
complete coding and regression testing cycle.


 


7.                                       For P2 problems the Contractor shall
use best endeavours to  provide
a “patch” within five (5) working days of the initial notification unless
otherwise agreed. A “patch” is an interim software fix that does not go through
a complete coding and regression testing cycle.


 


8.                                       Each patch shall be
subject to Inmarsat review before release. Inmarsat will identify an accessible
after-hours contact for this purpose.


 


50

















 


9.                                       The “patch” shall be
such (best endeavour) that effort required from the site operator during the
loading process is minimised (i.e. patch downloading and initialisation is
automated).


 


10.                                 The Contractor shall supply
a formal software release containing the formal resolution of the P1 and P2
problem in Contractor-developed software within three (3) months of the
notification.


 


9.8.2.                  P3 Resolution


 


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


 


2.                                       “Patch” solutions shall
only be delivered ahead of the next formal release if expressly agreed with
Inmarsat.


 


9.8.3.                  Regression Testing


 


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


 


9.9.                            Status Reporting


 


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


 


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


 


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 monthly maintenance review to monitor and report progress being made on
reported problems and against resolutions. Inmarsat reserve the right to
participate in a review meeting, as felt necessary.


 


5.                                       The Contractor shall provide
a monthly maintenance report to Inmarsat reporting the status of all
outstanding reported problems. The report shall clearly indicate missed defect
resolution dates.6. The monthly report shall include
a characterisation of the particular status of each outstanding P1 problem as
well as a detailed problem resolution plan.


 


9.10.                     Warranty and
Maintenance Change Control


 


9.10.1.           Document Updates


 


This
sub-section concerns the co-ordination of document changes to hardware and
system manuals to ensure that they remain in line with the versions implemented
in the field.


 


1.                                       Revisions shall be
applied, as required, to the following documents before a software or hardware
release is installed:


 


1.1                                 Operators manuals;


 


1.2                                 Procedures manuals;


 


51

















 


1.3                                 Maintenance Manuals;


 


2.                                       The Contractor shall provide
a list of outstanding reported system problems with each release together with
a procedure for avoiding or coping with the problem


 


9.10.2.           Software and Hardware Updates


 


1.                                       Each software and hardware update shall
be accompanied by an appropriate Release Documentation (RD)


 


2.                                       Each RD shall include:


 


a)                                       Identification of changes included in the release;


 


b)                                      Identification of known problems that are thereby resolved;


 


c)                                       Instructions on how the release is to be installed and integrated;


 


d)                                      Documentation replacement pages, as required;


 


e)                                       Tests to be completed by the site staff;


 


f)                                       Details on the factory system configuration that the release was
tested against.


 


9.10.3.           Consolidated Software
Releases


 


1.                                       The Contractor shall undertake
to provide periodic consolidation software releases for Contractor-developed
software.


 


2.                                       There shall be at lease
one consolidation release per annum. This excludes any releases delivered to
rectify problems.


 


3.                                       Inmarsat has the right to receive new software product releases when
provided by the product vendors. The integration and regression testing of new
software releases, not used as patches or solutions to a problem with the BGAN
BSS, during the warranty and maintenance period shall be ordered by Inmarsat
separately by a Change Request. In the event that an upgrade or new release is
used as a patch or solution to a BGAN BSS problem then the Contractor shall
undertake integration and regression testing at no extra cost to Inmarsat.


 


4.                                       Each consolidated software release shall
be compatible with the existing software and operating system
environment.


 


5.                                       Inmarsat shall retain
the right to witness any software consolidation compatibility test before it is
transferred to the target site.


 


9.10.4.           System and Configuration
Build


 


1.                                       The Contractor shall maintain
a system test environment


 


2.                                       The Contractor shall ensure
that the test equipment, test software and databases are configured to be
representative of the site installation.


 


52

















 


9.11.                     Release Control


 


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


 


2.                                       The release control procedure used by the Contractor shall address:


 


2.1                     Configuration management: Management of the resources used to control acceptance of
new/changed software into the application libraries. Such configuration management
needs to permit regression back to any previous build release. It should 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.                                       The type of a release shall
be mutually agreed between the Contractor and nominated Inmarsat
representative(s).


 


4.                                       The type of release shall be
categorised as:


 


a)              Routine: Where installation procedures are
provided with the release. In this event, each release represents a localised,
low risk change rectifying a well defined problem.


 


b)             With telephone assistance: Where the problem(s) is well defined but
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.


 


c)              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


 


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


 


6.                                       Release testing shall include
one or more of:


 


6.1                                  Baseline unit tests;


 


53

















 


6.2                                  Specific tests for the individual changes;


 


6.3                                  Regression testing;


 


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


 


9.12.                     Support Activities


 


9.12.1.           Field Activity


 


1.                                       A representative(s) from the Contractor Maintenance team shall visit the BOC once a year to review
the operation and the service provided.


 


2.                                       All outstanding site problems shall
be investigated during these visits.


 


3.                                       During these visits then operational procedure updates, the use of
software routines and any further utilities shall
be demonstrated to site operator staff.


 


Inmarsat shall be provided with an agenda for this
visit, two weeks before the actual visit date.


 


54

















 


10.                               DELIVERABLE
DOCUMENTATION


 


1.                                       The Contractor shall deliver
to Inmarsat all documentation listed in Table 3 for the BGAN-BSS in accordance
with the scheduled dates.


 


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


 


At least two hard copies of each report;


 


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


 


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


 


At least six hard copies of each report;


 


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


 


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


 


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


 


6.                                       All deliverable documents shall
be written in English.


 


7.                                       The Contractor shall
agree in advance with Inmarsat the word processing package to be used (i.e.
Microsoft Word).


 


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


 


9.                                       All documentation in Table 3 shall
be retained under formal document configuration control.


 


	
  No

  	
   

  	
  Contractor

  Document

  	
   

  	
  Comments

  	
   

  	
  Delivery
  Schedule

  
	
  Draft
  1

  	
   

  	
  Draft
  2

  	
   

  	
  Final

  
	
  1.

  	
   

  	
  Programme Management Plan (PMP)

  	
   

  	
  Incorporates Overall Project Schedule (may be
  separated for each development)

  	
   

  	
  Bid Proposal

  	
   

  	
  N/A

  	
   

  	
  KO review plus updated version at each subsequent
  milestone review

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Risk Management Plan (RMP)

  	
   

  	
  Incorporates overall risk management procedures (may
  be separated for each development)

  	
   

  	
  Bid Proposal

  	
   

  	
  N/A

  	
   

  	
  KO review

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Configuration Management Plan

  	
   

  	
  Incorporates the overall configuration control
  procedures (may be

  	
   

  	
  Bid Proposal

  	
   

  	
  N/A

  	
   

  	
  KO review

  



 


55

















 


	
  No

  	
   

  	
  Contractor

  Document

  	
   

  	
  Comments

  	
   

  	
  Delivery
  Schedule

  
	
  Draft
  1

  	
   

  	
  Draft
  2

  	
   

  	
  Final

  
	
   

  	
   

  	
  (CMP)

  	
   

  	
  separated for each development).

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Quality Assurance Plan (QAP)

  	
   

  	
  Incorporates the overall quality assurance
  procedures (may be separated for each development). Contains process
  descriptions of the Hardware Development Plan and Software Development Plan

  	
   

  	
  Bid Proposal

  	
   

  	
  N/A

  	
   

  	
  KO review

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Resource Management Plan

  	
   

  	
  Provides the manpower and facilities to be provided
  by the Contractor at various stages of the project.

  	
   

  	
  Bid Proposal

  	
   

  	
  N/A

  	
   

  	
  KO Review

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Evolution Strategy

  	
   

  	
  Provides the plan for evolving from the current RBGAN
  application, software and hardware platforms to the corresponding BGAN
  platforms

  	
   

  	
  Bid Proposal

  	
   

  	
  N/A

  	
   

  	
  KO Review

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Training Plan

  	
   

  	
  Covers both engineering and operational training
  (may be separated for each development).

  	
   

  	
  2 weeks prior to PDR

  	
   

  	
  2 weeks prior to FDR

  	
   

  	
  2 weeks after FDR (if changed)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Warranty and Maintenance Plan

  	
   

  	
  Maintenance plan for the equipment and network (may
  be separated for each development)

  	
   

  	
  Draft at Bid Proposal

  	
   

  	
  2 weeks prior to MRR Readiness Review

  	
   

  	
  2 weeks prior FA (if changed)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Monthly Progress Report

  	
   

  	
  Statement of project progress.

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  Monthly

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10

  	
   

  	
  Milestone Review Meeting Minutes

  	
   

  	
  Records the points raised at the review meeting

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  5 days after each meeting

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Overall System Test Plan

  	
   

  	
  Details the overall test approach for BGAN BSS,
  phases, segment acceptance test plans and the requirements mapping to the
  acceptance test plans.

  	
   

  	
  2 weeks prior to PDR

  	
   

  	
  Two weeks prior to FDR

  	
   

  	
  4 weeks after FDR (if changed)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Overall Plan and Strategy for Integration
  with

  	
   

  	
  Describes the proposed strategy for
  integrating the BSS with Inmarsat

  	
   

  	
  Two weeks prior PDR

  	
   

  	
  Two weeks prior FDR

  	
   

  	
  4 weeks after FDR (If changed)

  



 


56

















 


	
  No

  	
   

  	
  Contractor

  Document

  	
   

  	
  Comments

  	
   

  	
  Delivery
  Schedule

  
	
  Draft
  1

  	
   

  	
  Draft
  2

  	
   

  	
  Final

  
	
   

  	
   

  	
  Core Network

  	
   

  	
  BGAN Core Network (2 SASes)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Initial BGAN BSS Technical Overview

  	
   

  	
   

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  KOR

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  BGAN-BSS System Functional
  Specification(s)

  	
   

  	
  The Functional Specification will Include



  •             Mapping of the Inmarsat
  Functional Requirements (TOFRS) Specification with the Contractor supplied
  Functional Specification

   

  •             Mapping of the Logical
  data model with the Functional Specification

   

  •             All Screen Layouts and
  Screen Navigation

   

  •             Report Layout of all
  reports

  	
   

  	
  2 weeks prior to PDR

  	
   

  	
  2 weeks prior to FDR

  	
   

  	
  4 weeks after FDR

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  External Interface Control Document(s)

  	
   

  	
  •             Interface definition
  between BGAN-BSS and external systems including the mapping of the Inmarsat
  Integration Requirements with the Contractor supplied Functional
  Specification

   

  •             BSS – SAS (if
  applicable)

   

  •             BSS – SP

   

  •             BSS – CN

   

  •             BSS – Interconnect
  partners

   

  •             BSS – Roaming Partners

   

  •             BSS – SIM manufacturers

  	
   

  	
  2 weeks prior to PDR

  	
   

  	
  2 weeks prior to FDR

  	
   

  	
  4 weeks after FDR

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  BSS Site Facilities

  	
   

  	
  Outlines the

  	
   

  	
  N/A

  	
   

  	
  2 weeks

  	
   

  	
  4 weeks

  



 


57

















 


	
  No

  	
   

  	
  Contractor

  Document

  	
   

  	
  Comments

  	
   

  	
  Delivery
  Schedule

  
	
  Draft
  1

  	
   

  	
  Draft
  2

  	
   

  	
  Final

  
	
   

  	
   

  	
  Requirement Specification

  	
   

  	
  infrastructure required for delivery of equipment
  into the site.

  	
   

  	
   

  	
   

  	
  prior to PDR

  	
   

  	
  after PDR.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  BGAN-BSS System Design Specification

  	
   

  	
  Including the dataflow model of the System
  Functional Specification.

  	
   

  	
  2 weeks prior to PDR

  	
   

  	
  2 weeks prior to FDR

  	
   

  	
  4 weeks after FDR

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  BGAN-BSS Subsystem Interface Control Documents

  	
   

  	
  The number of ICDs will be dependent on the system
  architecture Including data warehouse staging area model.

  	
   

  	
  2 weeks prior to PDR

  	
   

  	
  2 weeks prior to FDR

  	
   

  	
  4 weeks after FDR

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  Functional Breakdown of BSS module development

  	
   

  	
  This will include assignment of all business
  requirements to the appropriate Application module

  	
   

  	
  2 weeks prior to PDR

  	
   

  	
  2 weeks prior to FDR

  	
   

  	
  4 weeks after FDR

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  BGAN-BSS Subsystem Architectural Design Documents

  	
   

  	
  The number of documents will depend on the system
  architecture

  	
   

  	
  2 weeks prior to PDR

  	
   

  	
  2 weeks prior to FDR

  	
   

  	
  4 weeks after FDR

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  RBGAN to BGAN Migration Design Specification

  	
   

  	
  Definition of all procedures required for migration
  of each application from R-BGAN to BGAN Including mapping of R-BGAN business
  objects and processes.

  	
   

  	
  2 weeks prior to PDR

  	
   

  	
  2 weeks prior FDR

  	
   

  	
  4 weeks after FDR

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  BGAN-BSS Operations Design Document

  	
   

  	
  Definition of all Housekeeping, and operation
  procedures

  	
   

  	
  2 weeks prior to FDR

  	
   

  	
  2 weeks prior Final acceptance

  	
   

  	
  4 weeks after Final Acceptance

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
   

  	
  BGAN-BSS System Acceptance Test Plan (Part 1)

  	
   

  	
  Part 1 to include test requirements mapping to SFSs.

  	
   

  	
  2 weeks prior to PDR

  	
   

  	
  N/A

  	
   

  	
  4 weeks after PDR

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
   

  	
  BGAN-BSS System Acceptance Test Plan (Part 2)

  	
   

  	
  Contains the acceptance test designs.

  	
   

  	
  2 weeks prior to FDR

  	
   

  	
   

  	
   

  	
  FAT – 6 months

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  BGAN-BSS System Acceptance Test Plan - Factory (Part
  3)

  	
   

  	
  Contains the test procedures for the factory test
  element of the system acceptance.

  	
   

  	
  3 months prior to FATRR

  	
   

  	
  N/A

  	
   

  	
  1 month prior to FATRR

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  nn.

  	
   

  	
  BGAN BSS SIT Test results

  	
   

  	
  Contains the test results of SIT test cases

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1 week prior to SITR

  



 


58

















 


	
  No

  	
   

  	
  Contractor

  Document

  	
   

  	
  Comments

  	
   

  	
  Delivery
  Schedule

  
	
  Draft
  1

  	
   

  	
  Draft
  2

  	
   

  	
  Final

  
	
  26.

  	
   

  	
  BGAN BSS FAT Dry Run Test Results

  	
   

  	
  Contains the test results of dry run FAT test cases

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  1 week prior to FATRR

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
   

  	
  BSS Operator Training Manual

  	
   

  	
  Instructions of the scope of the training to be
  given to operations staff

  	
   

  	
  SIT + 1 month

  	
   

  	
  N/A

  	
   

  	
  SAT – 2 months

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28.

  	
   

  	
  BSS Installation Specification

  	
   

  	
  Contains site infrastructure requirements for the
  BOC/OBC to enable equipment installation

  	
   

  	
  2 weeks prior to FATRR

  	
   

  	
  N/A

  	
   

  	
  4 weeks after FATRR

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  29.

  	
   

  	
  BGAN-BSS FAT Test Report

  	
   

  	
  Results of the FAT testing

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  2 weeks after FAT

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30.

  	
   

  	
  BGAN-BSS System Acceptance Test Plan - Site (Part 3)

  	
   

  	
  Contains the test procedures for the site test
  element of the system acceptance.

  	
   

  	
  3 months prior to SATRR

  	
   

  	
  N/A

  	
   

  	
  1 month priot to SATRR

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31.

  	
   

  	
  BGAN BSS SAT Dry Run Test Results

  	
   

  	
  Contains the test results of the dry run SAT Test
  cases

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  1 week prior to SATRR

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31.

  	
   

  	
  BGAN-BSS SAT Test Report

  	
   

  	
  Results of the SAT testing

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  2 weeks after SAT

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  BGAN-BSS Operations Handbook

  	
   

  	
  Operating and user instructions for the BSS
  equipment

  	
   

  	
  4 weeks after SAT

  	
   

  	
  N/A

  	
   

  	
  2 weeks after final acceptance

  



 


Table 3: BGAN-BSS Deliverable Documents


 


59

















 


11.                               APPLICABLE
STANDARDS


 


Inmarsat are responsible for the
provisioning of the BOC and OBC building site infrastructure and required
facilities such as power and air conditioning.


 


1.                                       The Facilities Requirement Specification shall include a schedule of when facilities will be required
and when access to the site is needed.


 


2.                                       The Facilities Requirement Specification shall address what is required in terms of:


 


2.1.                              Power supply;


 


2.2.                              Environmental (temperature, humidity, etc.);


 


2.3.                              Floor space;


 


2.4.                              Security and access control;


 


2.5.                              Estimated number of operational staff;


 


2.6.                              Qualifications of operational staff;


 


2.7.                              Civil engineering (e.g. building, antenna structure and load
bearing, etc.);


 


2.8.                              Mechanical;


 


2.9.                              Site communications including communication links to other CN nodes.


 


11.1.                     Site Requirements


 


The BOC and OBC are located in London,
England.


 


1.               The
Contractor shall agree to adhere
to all national requirements with regard to equipment installation at the BOC
and OBC.


 


2.               All
equipment (racks, shelves, cards, 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 shall enter equipment
inventory details in the Site Configuration Report .


 


6.               Equipment
shall be provided with suitable
termination points for all cabling to facilitate installation, interconnection
and subsequent maintenance.


 


7.               Contractor
identified cabling required but that which is not part of the equipment to be
installed will  be provided as
under floor cabling with suitable termination points being provided.


 


8.               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.


 


9.               The
Contractor-supplied commercial off-the-shelf (COTS) equipment shall have as a minimum the applicable CE
mark; all Contractor developed equipment shall have the CE mark and
additionally be compliant to UL and FCC requirements for that class of
equipment. Precautions include:


 


9.1.                              Induced voltages due to lightning discharge;


 


9.2.                              a.c. mains borne interference;


 


60

















 


9.3.                              Induced voltages due to adjacent RF equipment.


 


10.         The
Contractor shall accept
responsibility for compliance with local regulations for suppression of radio
interference, and for elimination of any co-site interference emanating from
the Contractor’s equipment.


 


11.         The
Contractor shall provide adequate
protection against any equipment susceptibility to potential electromagnetic
contamination.


 


11.2.                     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

  



 


11.3.                     Health and Safety


 


1.                                       The Contractor shall deliver
equipment that fully complies with the safety requirements associated with its
CE mark.


 


61

















 


12.                               TEST
FACILITIES


 


12.1.                     Test Simulator


 


The Contractor shall be responsible for the development of all simulation and
test tools required for BGAN BSS Testing.


 


12.2.                     BSS Reference Test Bed  (RTB)


 


The purpose of the BSS RTB (maintained at
the Contractor facility) is to enable the Contractor to suitably verify, test
and debug the BGAN-BSS during development. Thereafter, the RTB will be used for
maintenance once in operation and for co-ordinating and testing upgrades, new
enhancements and trouble shooting.


 


Similarly the Core Network Contractor will
maintain a Core Network RTB and shall be
used by the BSS Contractor to prove the BSS/CN interfaces during the
development processes. Access to the CN RTB shall
be agreed between Inmarsat , the BSS Contractor and the CN
Contractor by the contract start date.


 


1.                                       During the development and test stage the Contractor shall be responsible for all BGAN BSS RTB
equipment.


 


2.                                       The Contractor shall
design, develop and build an in-factory representative BSS Reference Test Bed
(RTB) sufficiently sized to assist with BGAN-BSS development, system
performance/load testing, CN verification and maintenance investigations.


 


3.                                       The Contractor shall use
the BSS RTB for in-house system testing, warranty and maintenance support.


 


4.                                       The RTB shall be
supported by the Contractor throughout the development, testing and warranty
period.


 


5.                                       The Contractor and Inmarsat shall agree
upon a delivery mechanism between the Contractor facility and BOC / OBC sites
for the transfer of BGAN BSS software upgrades, files, etc.


 


6.                                       The Contractor shall be
able to connect with the operational network, when authorised via Inmarsat and
on provision of a suitable communications line.


 


62

















 


13.                               APPENDIX
A - ABBREVIATIONS


 


	
  APA

  	
  Availability and Performance Agreement

  
	
  API

  	
  Applications Programming Interface

  
	
  AUC

  	
  Authentication Centre

  
	
  BGAN

  	
  Broadband Global Area Network

  
	
  BOC

  	
  Business Operations Centre

  
	
  BSS

  	
  Business Support System

  
	
  CMP

  	
  Configuration Management Plan

  
	
  COTS

  	
  Commercial Off-The-Shelf Software

  
	
  DCN

  	
  Data Communications Network

  
	
  DR

  	
  Development Review

  
	
  EDC

  	
  Effective Date of Contract

  
	
  EE

  	
  Early Entry

  
	
  UT

  	
  User Terminal

  
	
  FAT

  	
  Factory Acceptance Test

  
	
  FATRR

  	
  FAT Readiness Review

  
	
  FDR

  	
  Final Design Review

  
	
  GGSN

  	
  Gateway GPRS Support Node

  
	
  GPRS

  	
  General Packet Radio Service

  
	
  HLR

  	
  Home Location Register

  
	
  HMP

  	
  Hardware Management Plan

  
	
  ICD

  	
  Interface Control Document

  
	
  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

  
	
  OBC

  	
  Operational Backup Centre

  
	
  ORR

  	
  Operations Readiness Review

  
	
  OTR

  	
  Operations Test Report

  
	
  PDD

  	
  Prototype Design Document

  
	
  PDR

  	
  Preliminary Design Review

  
	
  PLMN

  	
  Plain Land Mobile Network

  
	
  PMC

  	
  Personal Multimedia Communications

  
	
  PMP

  	
  Programme Management Plan

  
	
  PoP

  	
  Point of Presence

  
	
  QAP

  	
  Quality Assurance Plan

  
	
  QoS

  	
  Quality of Service

  
	
  RD

  	
  Release Documentation

  
	
  RF

  	
  Radio Frequency

  
	
  RFP

  	
  Request for Proposal

  
	
  RMP

  	
  Risk Management Plan

  
	
  RID

  	
  Review Item Discrepancy

  
	
  RN

  	
  Release Note

  
	
  RTF

  	
  Reference Test Facility

  
	
  SAS

  	
  Satellite Access Station

  
	
  SAT

  	
  System Acceptance Test [Site or Subsystem]

  
	
  SATR

  	
  SAT Results Review

  
	
  SATRR

  	
  SAT Readiness Review

  
	
  SDD

  	
  System Design Document

  
	
  SFR

  	
  Software Fault Report

  
	
  SFS

  	
  System Functional Specification

  
	
  SGSN

  	
  Serving GPRS Support Node

  



 


63

















 


	
  SID

  	
  SAS Installation Document

  
	
  SLA

  	
  Service Level Agreement

  
	
  SMA

  	
  System 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

  
	
  SySAT

  	
  System Acceptance Test [BGAN-BSS]

  
	
  TBC

  	
  To Be Confirmed

  
	
  TBD

  	
  To Be Determined

  
	
  TE

  	
  Terminal Equipment

  
	
  TOFRS

  	
  Technical, Operational and Functional Requirements
  Specification

  
	
  UT

  	
  User Terminal

  
	
  VLR

  	
  Visitor Location Register

  
	
  WBS

  	
  Work Breakdown Structure

  
	
  WPD

  	
  Work Package Description

  



 


64

















 




	
  SCHEDULE 2

  	
   

  	
  TECHNICAL, FUNCTIONAL AND OPERATIONAL

  REQUIREMENTS

  






 


(See
separate Document)


 


[***]


 


32

















 




	
  SCHEDULE 3

  	
   

  	
  THE EQUIPMENT & SOFTWARE

  






 


A. Inmarsat
Equipment and Software


 


Not applicable
at time of contract signature.


 


B. Additional
Equipment and Software supplied by Contractor


 


The Software
being delivered by the Contractor is detailed in SCHEDULE 11 - Licence
Arrangements.


 


The hardware equipment to be delivered is still under
discussion. The final architecture will be agreed between both parties. As a
base line the following two architectures are being discussed between Inmarsat,
the Contractor and the hardware vendor (Sun Microsystems / Morse).


 


ALTERNATIVE I:


 


The Hardware Equipment initially proposed by the
Contractor is listed in the following tables.


 


Operating Environment:


 


Servers


 


	
  Type

  	
   

  	
  CPU
  #

  	
   

  	
  RAM
  (GB)

  	
   

  
	
  SF V880

  	
   

  	
  8

  	
   

  	
  16

  	
   

  
	
  SF V880

  	
   

  	
  6

  	
   

  	
  12

  	
   

  
	
  SF V880

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  SF V880

  	
   

  	
  8

  	
   

  	
  16

  	
   

  
	
  SF V880

  	
   

  	
  8

  	
   

  	
  16

  	
   

  
	
  SF V480

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  SF V480

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  SF V480

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  SF V480

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  SF V480

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  SF V480

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  SF V480

  	
   

  	
  4

  	
   

  	
  8

  	
   

  



 


Workstations


 


	
  Type

  	
   

  	
  CPU
  #

  	
   

  
	
  SB 2000

  	
   

  	
  2

  	
   

  
	
  SB2000

  	
   

  	
  2

  	
   

  



 


33

















 


Storage
Device


 


	
  Type

  	
   

  	
  Disk
  (TB)

  	
   

  
	
  HDS Thunder 9570

  	
   

  	
  2,4

  	
   

  
	
  HDS Thunder 9570

  	
   

  	
  2,4

  	
   

  



 


Backup
Device


 


	
  Type

  	
   

  	
  No.
  LTO Devices

  	
   

  	
  No.
  Tapes

  	
   

  
	
  LT 180

  	
   

  	
  4

  	
   

  	
  180 LTO2
  Tapes

  	
   

  
	
  L80

  	
   

  	
  2

  	
   

  	
  80 LTO Tapes

  	
   

  



Test Environment:


Servers


 


	
  Type

  	
   

  	
  CPU
  #

  	
   

  	
  RAM
  (GB)

  	
   

  
	
  SF
  V880

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  SF V880

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  SF
  V880

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  SF
  V880

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  SF
  V880

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  SF
  V480

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  SF
  V480

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  SF V480

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  SF V480

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  SF V480

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  SF V480

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  SF
  V480

  	
   

  	
  2

  	
   

  	
  4

  	
   

  



 


Workstations


 


	
  Type

  	
   

  	
  CPU #

  	
   

  
	
  SB 2000

  	
   

  	
  2

  	
   

  
	
  SB2000

  	
   

  	
  2

  	
   

  



 


Storage Device


 


	
  Type

  	
   

  	
  Disk
  (TB)

  	
   

  
	
  HDS
  Thunder 9570

  	
   

  	
  5,3

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


34

















 


Backup Device


 


	
  Type

  	
   

  	
  No.
  LTO Devices

  	
   

  	
  No.
  Tapes

  	
   

  
	
  LT
  180

  	
   

  	
  4

  	
   

  	
  180 LTO2
  Tapes

  	
   

  
	
  L80

  	
   

  	
  2

  	
   

  	
  80 LTO Tapes

  	
   

  



 


Integration Environment:


 


Servers


 


	
  Type

  	
   

  	
  CPU
  #

  	
   

  	
  RAM
  (GB)

  	
   

  
	
  V280

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  V280

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  V280

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  V280

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  V280

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  V280

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  V280

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  V280

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  V280

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  V280

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  V280

  	
   

  	
  2

  	
   

  	
  4

  	
   

  



 


Workstations


 


	
  Type

  	
   

  	
  CPU #

  	
   

  
	
  SB 2000

  	
   

  	
  2

  	
   

  
	
  SB2000

  	
   

  	
  2

  	
   

  



 


Storage Device


 


	
  Type

  	
   

  	
  Disk
  (TB)

  	
   

  
	
  HDS Thunder 9570

  	
   

  	
  1,3

  	
   

  



 


Backup Device


 


	
  Type

  	
   

  	
  No.
  LTO Devices

  	
   

  	
  No.
  Tapes

  	
   

  
	
  LT 25

  	
   

  	
  1

  	
   

  	
  50 LTO Tapes

  	
   

  



 


35

















 


Disaster Recovery Equipment(1):


 


Disaster Recovery Equipment:


 


	
  Type

  	
   

  	
  #

  
	
  IPS3300 bundle with IPS 3300
  base unit including 2 wire-speed TCP ports, redundant power supplies.

  	
   

  	
  2

  
	
  8x 1.25Gb/s Switches,
  Multimode GBIC suitable for FC and GE - for IPS3300

  	
   

  	
  2 for each HDS and 2 for
  each router per location

  



 


ALTERNATIVE II:


 


The
alternative Hardware Equipment preferred by Inmarsat and currently being
discussed by the Contractor is listed in the following tables.


 


Operating Environment:


 


Servers


 


	
  Type

  	
   

  	
  CPU
  #

  	
   

  	
  RAM
  (GB)

  	
   

  
	
  SF V1280

  	
   

  	
  8

  	
   

  	
  16

  	
   

  
	
  SF V1280

  	
   

  	
  8

  	
   

  	
  16

  	
   

  
	
  SF V1280

  	
   

  	
  8

  	
   

  	
  16

  	
   

  
	
  SF V1280

  	
   

  	
  8

  	
   

  	
  16

  	
   

  
	
  SF V1280

  	
   

  	
  8

  	
   

  	
  16

  	
   

  
	
  SF V1280

  	
   

  	
  8

  	
   

  	
  16

  	
   

  
	
  SF V1280

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  SF V880

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  SF V480

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  SF V480

  	
   

  	
  4

  	
   

  	
  8

  	
   

  



 


Workstations


 


	
  Type

  	
   

  	
  CPU #

  	
   

  
	
  SB 150

  	
   

  	
  1

  	
   

  
	
  SB150

  	
   

  	
  1

  	
   

  



 


Storage Device


 


	
  Type

  	
   

  	
  Disk
  (TB)

  	
   

  
	
  HDS  9970

  	
   

  	
  6,0

  	
   

  



 












(1) This equipment will not be delivered as
part of this contract.


 


36

















 


Backup Device


 


	
  Type

  	
   

  	
  No.
  LTO Devices

  	
   

  
	
  LT 180

  	
   

  	
  4 

  	
   

  
	
  L80

  	
   

  	
  2

  	
   

  



 


Test Environment:


 


Servers


 


	
  Type

  	
   

  	
  CPU
  #

  	
   

  	
  RAM
  (GB)

  	
   

  
	
  SF V1280

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  SF V1280

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  SF V1280

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  SF V1280

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  SF V1280

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  SF V1280

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  SF V1280

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  SF V880

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  SF V480

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  SF V480

  	
   

  	
  2

  	
   

  	
  4

  	
   

  



 


Workstations


 


	
  Type

  	
   

  	
  CPU #

  	
   

  
	
  SB 150

  	
   

  	
  1

  	
   

  
	
  SB150

  	
   

  	
  1

  	
   

  



 


Storage Device


 


	
  Type

  	
   

  	
  Disk
  (TB)

  	
   

  
	
  HDS 9970

  	
   

  	
  6,0

  	
   

  



 


Backup Device


 


	
  Type

  	
   

  	
  No.
  LTO Devices

  	
   

  
	
  LT 180

  	
   

  	
  4 

  	
   

  
	
  L80

  	
   

  	
  2

  	
   

  



 


37

















 


 


Integration Environment:


 


Servers


 


	
  Type

  	
   

  	
  CPU
  #

  	
   

  	
  RAM
  (GB)

  	
   

  
	
  V480

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  V480

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  V480

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  V480

  	
   

  	
  4

  	
   

  	
  8

  	
   

  
	
  V280

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  V280

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  V280

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  V280

  	
   

  	
  2

  	
   

  	
  4

  	
   

  
	
  V280

  	
   

  	
  2

  	
   

  	
  4

  	
   

  



 


Workstations


 


	
  Type

  	
   

  	
  CPU #

  	
   

  
	
  SB 150

  	
   

  	
  1

  	
   

  
	
  SB150

  	
   

  	
  1

  	
   

  



 


Storage Device


 


	
  Type

  	
   

  	
  Disk
  (TB)

  	
   

  
	
  HDS 9570

  	
   

  	
  1,5

  	
   

  



 


Backup Device


 


	
  Type

  	
   

  	
  No.
  LTO Devices

  	
   

  
	
  LT 25

  	
   

  	
  1

  	
   

  



 


Disaster Recovery Equipment(2):


 


The equipment for Disaster Recovery can be
provided when all required information from Inmarsat is available.


 












(2) This equipment will not be delivered as
part of this contract.


 


38

















 




	
  SCHEDULE 4

  	
   

  	
  PROJECT PLAN

  






 


BGAN BSS
Overall Project Plan


 


[***]


 


 


39

















 


Note: This
project plan is an initial plan and will be superseded by the PMP as defined in
SCHEDULE 1 - Statement of Work.


 


Danet
and Sub-Contractor’s Resource Plan


 


[***]


 


 


40

















 




	
  SCHEDULE 5

  	
   

  	
  STAFF & REPRESENTATIVES

  






 


Contractor Staff (“Personnel”)


 


	
  Contract
  Representative

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  Project
  Manager

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  Commercial
  Manager

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  Architect
  and Deputy of PM

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  Test Manager

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  Project
  Office

  	
   

  	
  [***]

  



 


Teams:


 


[***]


 


Inmarsat Personnel


 


	
  Project Manager:

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  Contract
  Manager:

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  Technical
  Teams:

  	
   

  	
   

  



 


	
  Implementation:

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  IT
  Operations:

  	
   

  	
  [***]

  



 


User Teams:


 


	
  Customer Care

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  BGAN
  Commercial

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  Billing

  	
   

  	
  [***]

  



 


 


41

















 




	
  SCHEDULE 6

  	
   

  	
  THE PRICE

  






 


Fixed Price for Contract:


 


The fixed and firm price for the provision
of the Work (including warranty) shall be


 


[***]      (*** US Dollars)


 


Option Prices:


 


Where applicable the following prices shall be agreed for
options, these options may be implemented at the sole discretion of Inmarsat:


 


	
  Option

  	
   

  	
  Agreed
  Price (US$)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fraud

  	
   

  	
  [***] (see
  note

  	
  )

  
	
  Infovista

  	
   

  	
  [***] (see
  note

  	
  )

  



 


Note:


 


The above prices remain valid until 31st of July
2003. This is the maximum price payable by Inmarsat. Danet shall use reasonable
endeavours with Inmarsat’s assistance to reduce this price further. Any cost
reductions will be passed to Inmarsat.


 


Maintenance Costs:


 


Based on the system being the same as that implemented by
the Contractor at Final Acceptance the annual maintenance applicable after the
expiry of the Warranty period shall be charged at:


 


[***] per annum (valid until 2008).


 


In the event that both parties agree that the system has
changed considerably the above figure will act as an indicative figure for the
purposes of agreeing the annual maintenance cost.


 


Hourly / Daily Rates for future work:


 


The following day rates shall be used for the purposes of
calculating future pieces of work undertaken by the Contractor, and in the
event that the provisions of clause 11.10. are applied.


 


[***] day


 


The above rates are based on a professional 8 hour day.


 


The above rates remain valid until the BGAN BSS Final
Acceptance. Thereafter the Hourly / Daily Rates will become subject to an
annual update to be agreed with Inmarsat.


 


 


42

















 


Payment Plan:


 


The Contractor shall be paid subject to Inmarsat’s
acceptance of each relevant Milestone as per Article 6 - Error! Reference source not found. as per
the following payment plan:


 


PAYMENT PLAN


 


	
  Milestones

  	
   

  	
  %
  of FFP

  	
   

  	
  US$

  	
   

  	
  Month
  Due

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Purchase
  of development software and hardware

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  PDR

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  FDR

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  CN
  Integration

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  SIT

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Hardware
  shipment

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  FAT

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  SAT

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Migration
  dry run

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Final
  Acceptance

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Stability
  Verification Period

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Retention
  Payment 1

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Retention
  Payment 2

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Retention
  Payment 3

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Retention
  Payment 4

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


Liquidated Damages:


 


The following
Liquidated Damages shall be applied in the event that the provisions of Article
10 - are invoked by Inmarsat based on Final Acceptance:


 


0.05%
of the Fixed Price for Contract per day late upto a maximum of 5% of the
contract value


 


Escrow Costs:


 


The following is an overview of available pricing information for costs
that would apply in the event that either party requests an Escrow Agreement is
set up:


 


	
  Software Package

  	
   

  	
  Set
  up Cost

  	
   

  	
  Annual
  cost

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


For the
avoidance of doubt, the actual pricing when a party request a specific Escrow
Agreement may differ from the above figures.


 


 


43

















 


Price Breakdown (For information purposes):


 


	
  Area

  	
   

  	
  Cost

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Software
  Licenses

  	
   

  	
  [***]

  	
   

  
	
  Contractor
  Professional Services

  	
   

  	
  [***]

  	
   

  
	
  Third
  Party Professional Services

  	
   

  	
  [***]

  	
   

  
	
  Hardware
  (inc related software and third party services)

  	
   

  	
  [***]

  	
   

  
	
  Travel

  	
   

  	
  [***]

  	
   

  
	
  Training

  	
   

  	
  [***]

  	
   

  
	
  Warranty

  	
   

  	
  [***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  [***]

  	
   

  



 


 


44

















 




	
  SCHEDULE 7

  	
   

  	
  STORAGE MEDIA & ESCROW
  PROVISIONS

  






 


Storage Media


 


The Contractor shall install the Programs directly
onto the provided hardware at Inmarsat’s site (or prior to delivery of the
hardware). Any Programs to be delivered separately shall be delivered on CD
Rom.


 


Escrow


 


The Contractor
shall ensure that Inmarsat, or the Contractor on Inmarsat’s behalf, has the
right to enter into an Escrow Agreement for all or some of the Programs if
either party deems it necessary.


 


The costs for
entering into these Escrow Agreements are defined in SCHEDULE 6 - The Price.
For the avoidance of doubt the costs shall be borne by the requesting party.


 


The Contractor
shall ensure that any Escrow agreements are kept up to date including updated
source code from patches and upgrades as well as all related documentation.


 


45

















 




	
  SCHEDULE 8

  	
   

  	
  SUB-CONTRACTS

  






 


Key Sub-Contractors


 


	
  Area:

  	
   

  	
  Sub-Contractor:

  	
   

  
	
  Billing

  	
   

  	
  [***]

  	
   

  
	
  CRM

  	
   

  	
  [***]

  	
   

  
	
  Mediation

  	
   

  	
  [***]

  	
   

  
	
  DPI

  	
   

  	
  [***]

  	
   

  
	
  EAI

  	
   

  	
  [***]

  	
   

  
	
  Data
  Warehouse (DWH)

  	
   

  	
  [***]

  	
   

  



 


Key personnel from sub-contractors


 


	
  ADC

  	
   

  	
  [***]

  	
   

  
	
  Tertio

  	
   

  	
  [***]

  	
   

  
	
  Peoplesoft

  	
   

  	
  [***]

  	
   

  
	
  Vitria

  	
   

  	
  [***]

  	
   

  
	
  DWH

  	
   

  	
  [***]

  	
   

  



 


 


46

















 




	
  SCHEDULE 9

  	
   

  	
  PERFORMANCE BOND

  






 


(Not used)


 


47

















 




	
  SCHEDULE 10

  	
   

  	
  SHAREHOLDER GUARANTEE

  






 


(Not used)


 


48

















 


SCHEDULE 11     WARRANTY
& MAINTENANCE SUPPORT CONTRACT


 


To be finally agreed between both parties and included
within one calendar month from EDC


 


This Schedule 11 details the actions and liabilities
for the Contractor during both the Warranty Period and any subsequent period of
Support & Maintenance. Upon completion of the Warranty period this Schedule
shall be defined as a Support & Maintenance Agreement.


 


Article 1                Purpose and Scope


 


1.1           Warranty Support


 


In accordance to Article
14 of the main contract the Contractor shall provide warranty and support on
the BGAN-BSS segment for a period of 24 months after BGAN-BSS Final Acceptance
by Inmarsat.


 


The support to be provided
and the procedures to be followed in the event of equipment/system problems are
described in Article 2 hereof.


 


Warranty and support
provided by the Contractor shall cover all hardware, firmware, software and
documentation provided within the scope of the BGAN BSS contract.


 


1.2           Maintenance Support


 


In accordance to Article
19 of the main contract the Contractor shall provide additional maintenance support
after warranty subject to an annual renewable maintenance contract being
authorised and for a period of up to five years following the warranty period
warranty and support on the BGAN-BSS segment.. The support to be provided and
the procedures to be followed in the event of equipment/system problems are
described in Article 3 hereof.


 


1.3           Warranty & Maintenance Plan


 


The Contractor shall issue a Warranty and Maintenance
Plan (WMP) as part of the deliverables detailed in Schedule 2 – Statement of
Work. This Warranty and Maintenance Plan shall detail the services and support
to be provided during the Warranty and Maintenance phases.


 


Article 2                Support during the Warranty Period


 


2.1           Problem Fixing


 


a)                                      For each of the problems detected, Inmarsat shall issue a formal
problem report including a detailed problem description and a problem
classification according to the following definition:


 


i)              Priority
1 Problems (P1)


 


These are critical problems (i.e. requiring immediate assistance),
whereby the BGAN-BSS system is suffering from a significant reduction in
capacity, reliability or service quality. In this situation Inmarsat is unable
to perform functions or services for which the system was designed.


 


ii)             Priority
2 Problems (P2)


 


These are non-critical problems (i.e do not require immediate
assistance). In this situation Inmarsat is able to perform the functions or
services, but the function or service has a significant reduction in capacity,
reliability or quality.


 


49

















 


iii)            Priority
3 Problems (P3)


 


These are non-critical problems that do not fall into the above
categories. In this situation, no revenue is lost.


 


b)                                     The Contractor shall fix or amend the Programs to ensure that the
BGAN-BSS continues to work according to the Technical Specifications and
Documentation.


 


c)                                      At this the Contractor shall ensure the following lead times:


 


	
  Priority

  	
   

  	
  First Qualified Response

  	
   

  	
  Resolution schedule:

  
	
  1

  	
   

  	
  30
  min after the initial call by Inmarsat

  	
   

  	
  Research
  and fixing with reasonable efforts without undue delay.  The Contractor shall use best
  endeavours to provide a “patch” or an agreed work around within [***] of the
  initial notification unless otherwise agreed.  Shipment of a formal release containing the formal
  resolution of the P1 problem in Contractor-developed programs within three
  (3) months of the notification.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  within
  one day

  	
   

  	
  The Contractor shall use
  best endeavours to provide a “patch” within [***] of the initial notification
  unless otherwise agreed Shipment
  of a formal release containing
  the formal resolution of the P2 problem in Contractor-developed programs
  within [***] of the notification..

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  within
  one week

  	
   

  	
  Within
  a reasonable time.

  



 


2.2           Consultation Support


 


a)             On-call
technical telephone support


 


The Contractor
shall provide an on-call technical telephone support for the BGAN BSS. The
person for the telephone support shall have the needed skills and system
knowledge to provide. This on-call telephone support shall include diagnostic
assistance, clarification of alarms and advice on hardware and system
management, Assistance with the interpretation of hardware and system problems,
technical advice.


 


The On-call technical telephone support shall be available during normal working
hours defined as 09:00am to 05:00pm GMT Monday to Friday, except public
holidays.


 


b)            On-site
support


 


i)                                         The Contractor shall provide one on-site resource for the first
[***] of the warranty contract, renewable in period of [***] afterwards at
Inmarsat’s cost at the agreed rate.


 


ii)                                      The Contractor shall provide a “pool” of support days included in
the cost of the warranty. This pool shall consist of [***] man days and shall
be called off and agreed with Inmarsat.


 


2.3           Third-Party delivered software


 


In accordance to Article
2.1 – Problem Fixing the Contractor shall provide formal releases containing
the formal resolution of the P1 and P2 problem in Contractor-developed programs
within [***] of the notification.


 


The Contractor shall  use best endeavours to  provide Third-party software updates
containing the formal resolution of the P1 and P2 problems in Third-Party delivered software as soon as they become available and unless
otherwise agreed.


 


 


50

















 


Inmarsat has the right to
receive new software releases when provided by the Third-Party
product
vendors. The integration and regression testing of new software releases, not
used as patches or solutions to a problem with the BGAN BSS, during the
warranty and maintenance period shall be ordered by Inmarsat separately by a
Change Request. In the event that an upgrade or new release is used as a patch
or solution to a BGAN BSS problem then the Contractor shall undertake
integration and regression testing at no extra cost to Inmarsat.


 


2.4           Warranty and Support Procedures


 


The
Contractor shall establish Warranty and support procedures according to
Schedule 1 – Statement of Work.


 


Article 3                Support during the Maintenance Period (Option)


 


1.1           Maintenance and Support Procedures


 


The
Contractor shall establish Maintenance and support procedures according to
Schedule 1 – Statement of Work.


 


1.2           BGAN-BSS Enhancements


 


If
requested by Inmarsat, the Contractor shall perform enhancements to the
BGAN-BSS during the maintenance period. This enhancements shall be mutually
agreed between Inmarsat and the Contractor and will be subject to the formal
change procedure as described within Article 11 of the main contract.


 


51

















 


SCHEDULE 12      LICENCE
ARRANGEMENTS


 


The Contractor shall arrange the following licences
and deliver all necessary documentation to the Inmarsat Responsible Officer at
the point at which title is transferred as per Article 17 - Title and
Assumption of Risk.


 


	
  Area

  	
   

  	
  Licensor

  	
   

  	
  Danet

  Product

  	
   

  	
  Type
  of licences

  	
   

  	
  No
  of licences

  
	
  Billing

  	
   

  	
  [***](3) (Germany)

  	
   

  	
  ADC Singl.eView v5.0

  	
   

  	
  Per Subscriber

  	
   

  	
  [***]

  
	
  CRM

  	
   

  	
  [***] (USA)

  	
   

  	
  PeopleSoft v8.8

  	
   

  	
  Company licence(4)

  	
   

  	
  [***]

  
	
  Mediation

  	
   

  	
  [***] (UK)

  	
   

  	
  Tertio Evident v4.1

  	
   

  	
  Per Subscriber(5)

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  Tertio Provident v4.1

  	
   

  	
  Per Subscriber(5)

  	
   

  	
  [***]

  
	
  DPI Production Environment

  	
   

  	
  [***] (USA)

  	
   

  	
  BusinessWare B2Bi Hub Server v2.0

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare B2Bi Express Partner Server v2.0

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  Advanced XML Transformer v2.0

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare Transformer v2.0

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
  DPI Test Environment

  	
   

  	
  [***] (USA)

  	
   

  	
  BusinessWare B2Bi Hub Server v2.0

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare B2Bi Express Partner Server v2.0

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  Advanced XML Transformer v2.0

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare Transformer v2.0

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
  DPI Fail Over

  	
   

  	
  [***] (USA)

  	
   

  	
  BusinessWare B2Bi Hub Server v2.0

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare B2Bi Express Partner Server v2.0

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  Advanced XML Transformer v2.0

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare Transformer v2.0

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
  EAI Production environment

  	
   

  	
  [***] (USA)

  	
   

  	
  BusinessWare Server v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare
  Communicator v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare Automator
  v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare Analyzer
  v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare
  Administrator Seat v4.1

  	
   

  	
  Per seat

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare Transformer
  v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare Spreadsheet
  Transformer v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  Business Cockpit v2.0

  	
   

  	
  Per server

  	
   

  	
  [***]

  



 












(3)    ADC
Singl.eView v5.0 is sub licenced from the Contractor.


(4)    limited
to 700,000 subscribers


(5)    The
Tertio licence is also limited to the number of types of agents—initial licence
is for 2 types—SOG and Billing Gateway.


 


 


52

















 


	
  Area

  	
   

  	
  Licensor

  	
   

  	
  Danet

  Product

  	
   

  	
  Type
  of licences

  	
   

  	
  No
  of licences

  
	
  EAI Test Environment

  	
   

  	
  [***] (USA)

  	
   

  	
  BusinessWare Server v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare
  Communicator v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare Automator
  v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare Analyzer
  v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare
  Administrator Seat v4.1

  	
   

  	
  Per seat

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare Transformer
  v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare Spreadsheet
  Transformer v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  Business Cockpit v2.0

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
  EAI Fail Over 1

  	
   

  	
  [***] (USA)

  	
   

  	
  BusinessWare Server v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare
  Communicator v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare Automator
  v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare Analyzer
  v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare
  Administrator Seat v4.1

  	
   

  	
  Per seat

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare Transformer
  v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare Spreadsheet
  Transformer v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  Business Cockpit v2.0

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
  [***]

  	
   

  	
  [***] (USA)

  	
   

  	
  BusinessWare Server v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare
  Communicator v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare Automator
  v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare Analyzer
  v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare
  Administrator Seat v4.1

  	
   

  	
  Per seat

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare Transformer
  v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  BusinessWare Spreadsheet
  Transformer v4.1

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
  Business Cockpit v2.0

  	
   

  	
  Per server

  	
   

  	
  [***]

  
	
  EAI/DPI
  Development Environment

  	
   

  	
  [***] (USA)

  	
   

  	
  Development Kit 5 seats

  	
   

  	
  Per 5 seats

  	
   

  	
  [***]

  
	
  Data Warehouse

  	
   

  	
  [***] (France)

  	
   

  	
  BO Data Integrator v6

  	
   

  	
  Per 4 CPUs

  	
   

  	
  [***]

  
	
  Document Server

  	
   

  	
  [***] (Germany)

  	
   

  	
  Danet DSS v2.4

  	
   

  	
  Per CPU

  	
   

  	
  [***]

  
	
  Data Base

  	
   

  	
  [***]

  	
   

  	
  Oracle
  8.x or higher

  	
   

  	
  Per CPU

  	
   

  	
  [***]

  



 


In addition all Inmarsat documentation provided to the
Contractor for the purposes of the Work shall be deemed to be Inmarsat
Background and Inmarsat shall be the Licensor. 
Contractor documentation provided by the Contractor for the purposes of
the Work shall be deemed to be Contractor Background and the Contractor shall
be the Licensor.


 


 


53

















 


The following arrangements have been agreed for
purchasing further licences:


 


	
  Licensor

  	
   

  	
  Upgrade
  cost

  	
   

  	
  Validity
  Period

  
	
  [***]

  	
   

  	
  For each [***] growth in subscribers in the
  Peoplesoft system Inmarsat will pay a [***] charge based on the base licence
  [***]

  	
   

  	
  Open ended

  
	
  [***]

  	
   

  	
  For each additional [***] subscribers Inmarsat shall
  be charged an additional [***]

  	
   

  	
  TBA

  
	
   

  	
   

  	
  For each additional agent type Inmarsat will be
  charged [***](6)

  	
   

  	
  N/A

  
	
  [***]

  	
   

  	
  For each additional server added Inmarsat will be
  charged(7) a set fee not to exceed an agreed fee (to be agreed within one
  month of the signature of this Contract)

  	
   

  	
  N/A

  
	
  [***]

  	
   

  	
  For additional [***] subscribers added to the [***]
  Subscriber Base, Inmarsat will be charged [***]

  	
   

  	
  31 Dec 2004

  
	
   

  	
   

  	
  For additional [***] subscribers added to the [***]
  Subscriber Base, Inmarsat will be charged [***].

  	
   

  	
  31 Dec 2004

  
	
  [***]

  	
   

  	
  Included in the rows above (Danet ADC)

  	
   

  	
  31 Dec 2004

  
	
  [***]

  	
   

  	
  For each additional 4 CPUs(8) [***] will be charged

  	
   

  	
  TBA

  
	
   

  	
   

  	
  BO Application Interface for
  SAP R/3 (or others): [***] per Data Integrator Enterprise

  	
   

  	
  TBA

  



 












(6)                                  It was agreed that Tertio would provide a range of prices for new
agents with some specific example prices. 
As previously stated Tertio agent licences would normally be in the
range from [***] Euros dependent upon the network element type.  Any requirement for services &
configuration work would incur an additional cost.  It would be misleading to provide average prices or a complete
list for all potential agents since the amount of work required to add a new
agent will depend on a number of points such as version &
specification.  


(7)                                  The price for licences for additional servers depends upon the type
of licence; information is only available after more detailed analysis 


(8)                                  Cost for Support and Updates/Upgrades to be added:

Support and Updates/Upgrades Data Integrator Enterprise: [***] per Year

Support and Updates/Upgrades BO Application Interface: [***] per Year


 


 


54

















 


SCHEDULE 13      CHANGE
NOTICE FORMAT


 


	
  

  	
  CONTRACT
  CHANGE NOTICE

  
	
  PROJECT             BGAN BSS

  	
  CCN NO.

  	
  DATE

  
	
  CONTRACT        INM-CO/03-TBA

  	
   

  	
  DD/MM/YY

  
	
  (1) TITLE OF CHANGE      

  
	
  (2) DESCRIPTION OF CHANGE

  



  	
  (3) RECOMMENDED INTRODUCTION POINT

  DD/MM/YY

  
	
  (4) DOCUMENTS AFFECTED

  
	
   

  	
   

  
	
  (5) REASON FOR CHANGE

  
	
  (6) RELATED FACTORS

  
	
  FACTOR

  	
  Y

  	
  N

  	
  FACTOR

  	
  Y

  	
  N

  	
  FACTOR

  	
  Y

  	
  N

  
	
  Performance

  	
   

  	
   

  	
  Testing

  	
   

  	
   

  	
  Other factors – 

  	
   

  	
   

  
	
  Reliability

  	
   

  	
   

  	
  Materials and processes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interface

  	
   

  	
   

  	
  Spare parts

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Weight

  	
   

  	
   

  	
  Agency furnished
  equipment

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dimensions

  	
   

  	
   

  	
  Packaging

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (7) ESTIMATED INFLUENCES ON CONTRACT
  PROVISIONS

  
	
  1. TOTAL PRICE INFLUENCE        

  
	
  TOTAL HOURS

  	
  LABOUR COSTS

  	
  MATERIALS

  	
  TAXES

  	
  OTHER COSTS

  	
  TOTAL COSTS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2. SCHEDULE INFLUENCE

  
	
  PHASE 1 DELIVERY



  	
  PHASE 2 DELIVERY



  
	
  3.
  INFLUENCE ON OTHER PROVISIONS

  
	
  CONTRACTOR’S SIGNATURES



  	
  INITIATOR

  
	
  PROJECT MANAGER



  	
  DATE:

  	
  INMARSAT  /
  CONTRACTOR

  
	
  CONTRACT MANAGER



  	
  DATE:

  	
  DATE:  DD/MM/YY

  
	
  DATE OF REJECTION

  	
  DATE OF APPROVAL

  	
  INTRODUCTION POINT

  
	
  CUSTOMER’S SIGNATURES

  	
  

  
	
  PROGRAMME MANAGER



  	
  DATE:

  
	
  CONTRACTS MANAGER



  	
  DATE:

  
																	



 


55

















 


SCHEDULE 14      AVAILABILITY
& PERFORMANCE AGREEMENT


 


The BGAN BSS shall meet the following requirements in
any operation month :


 


1. Business Process Performance


 


The BGAN BSS shall complete successfully in [***] of
the cases each key Business Process (a maximum of 10 key Business Processes
will be finalized at PDR) within the performance defined in the TOFRS. The
following Business Processes shall be included:


 


1. Provisioning transaction completed
within [***] minutes


2. CDR is distributed to DP within [***]
minutes of receipt at the Mediation Device


3. CDR is rated within [***] minutes of
receipt at the Mediation Device


 


2. BGAN BSS Availability


 


Each individual component of the BGAN BSS (as a whole)
shall be available (up and running)


 


[***] of the time.


 


The components are:


 


[***]


 


3. APA Measurement and Reporting


 


If the BGAN BSS does not meet 1 or 2, the BGAN BSS
shall be considered below the APA.


 


The supplier shall provide an automatic process
producing the report for the defined APA. Inmarsat reserves the right to use
other method to measure the APA e.g robot PC in the event of the measurement
system being unavailable the Inmarsat measurement shall apply.


 


4. APA Exclusions


 


The supplier shall not be responsible for decrease in
performance or unavailability due to :


 


•                  Elements not provided by the BGAN BSS supplier (e.g inter-site
links, network infrastructure, Core Network...)


•                  Inmarsat operator errors


•                  External natural disaster events


•                  Downtime due to components fail-over or planned and pre-agreed
maintenance


 


 


56