Exhibit 10.5


 


	
  

  	
  INM-CO/01-2831/HC

  

  CONTRACT

  



 


CONTRACT FOR LAUNCH SERVICES



Between



Lockheed Martin Commercial Launch Services, Inc.



and



INMARSAT Limited


 


 


Confidential


 

















 


TABLE OF
CONTENTS


 


	
  ARTICLE
  1  DEFINITIONS

  	
   

  
	
  ARTICLE
  2  SERVICES TO BE PROVIDED

  	
   

  
	
  ARTICLE 3 
  RESERVED

  	
   

  
	
  ARTICLE
  4  CONTRACT PRICE

  	
   

  
	
  ARTICLE
  5  PAYMENT

  	
   

  
	
  ARTICLE
  6  LAUNCH SCHEDULE

  	
   

  
	
  ARTICLE
  7  LAUNCH SCHEDULE ADJUSTMENTS

  	
   

  
	
  ARTICLE
  8  EXCUSABLE DELAYS

  	
   

  
	
  ARTICLE
  9  COORDINATION AND COMMUNICATION
  BETWEEN

  	
   

  
	
  ARTICLE
  10  ADDITIONAL CONTRACTOR AND CUSTOMER
  OBLIGATIONS PRIOR TO LAUNCH

  	
   

  
	
  ARTICLE
  11  FACTORY AND LAUNCH SITE ACCESS

  	
   

  
	
  ARTICLE
  12  LICENSES CLEARANCES AND PERMITS

  	
   

  
	
  ARTICLE
  13  COMPLIANCE WITH UNITED STATES
  GOVERNMENT REQUIREMENTS

  	
   

  
	
  ARTICLE
  14  COMPLETION OF CONTRACTOR’S
  OBLIGATION TO PROVIDE LAUNCH SERVICES

  	
   

  
	
  ARTICLE
  15  EXCLUSION OF WARRANTY AND WAIVER
  OF LIABILITY AND ALLOCATION OF CERTAIN RISKS

  	
   

  
	
  ARTICLE 16 
  INSURANCE

  	
   

  
	
  ARTICLE
  17  RESERVED

  	
   

  
	
  ARTICLE
  18  REMEDIES AND LIMITATIONS ON
  REMEDIES

  	
   

  
	
  ARTICLE
  19  LAUNCH RISK REFUND PROTECTION

  	
   

  
	
  ARTICLE
  2O  ****

  	
   

  
	
  ARTICLE
  21  TERMINATION

  	
   

  
	
  ARTICLE
  22  DISPUTE RESOLUTION

  	
   

  
	
  ARTICLE
  23  CONFIDENTIALITY

  	
   

  
	
  ARTICLE
  24  INTELLECTUAL PROPERTY

  	
   

  
	
  ARTICLE
  25  RIGHT OF OWNERSHIP AND CUSTODY

  	
   

  
	
  ARTICLE
  26  AMENDMENT

  	
   

  
	
  ARTICLE
  27  GOVERNING LAW

  	
   

  
	
  ARTICLE
  28  WAIVER OF BREACH

  	
   

  
	
  ARTICLE
  29  ASSIGNMENT

  	
   

  
	
  ARTICLE
  30  ORDER OF PRECEDENCE

  	
   

  
	
  ARTICLE
  31  ENTIRE AGREEMENT

  	
   

  
	
  ARTICLE
  32  SEVERABILITY

  	
   

  



 


Confidential


 


i

















 


CONTRACT FOR LAUNCH SERVICES


 


This Amended and
Restated Contract is made and entered into as of 28 April 2003 by and between
Lockheed Martin Commercial Launch Services, Inc., a Delaware corporation,
having its principal place of business at 1660 International Drive, McLean,
Virginia 22102 (“Contractor”) and Inmarsat Limited having its principal place
of business at 99 City Road, London, EC1Y 1AX, England (“Customer”).  The Effective Date remains 23 July 2001.


 


ARTICLE 1

DEFINITIONS


 


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


 


Basic Launch Service
means the Launch Service procured by the Customer hereunder for the launch of
either the F1 or the F2 satellite.


 


CSLA means the Commercial Space Launch Act,
49 U.S.C. §§ 70101 - 70119, as amended.


 


Constructive Total
Failure means
that, due to an event that occurs at any time from Launch to Satellite
Separation, it can be determined from telemetry data or other evidence
satisfactory to the Launch Service Failure Review Board pursuant to Paragraph
19.5, in its reasonable judgment, that the Launch Vehicle performed in a manner
that: (i) reduced by **** or more either the Satellite’s ability to operate
continuously in accordance with its satellite performance specifications and
for its intended commercial purposes as reasonably determined by Customer
Satellite Failure Review Board or otherwise in accordance with this Contract or
the Satellite’s ability to operate for its intended commercial lifetime which
shall be consistent with the orbital lifetime; or (ii) caused the Satellite’s
attitude and orbital conditions after Satellite Separation to be such that the
correction required to place the Satellite in its intended attitude and orbit
results in a reduction of ****  or more
of the Satellite’s intended commercial lifetime and, in either case, does not
include any reduction that was attributable to the Satellite; in each case
after Customer has examined all reasonable technical alternatives for
correcting the failure and provided that all redundant and spare components on
the Satellite have been used.


 


Confidential


 


1

















 


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


 


Annex A –
Statement of Work


 


Annex B – Inmarsat
4/Launch Vehicle Interface Requirements Document (Inmarsat-4 Addendum)
INMA4.SP.0002.S.MMS, Version 2, Rev.1 (DRAFT) April 2001


 


Annex C –
Interface Control Document, which shall supercede Annex B where applicable when
agreed to by the Parties


 


Annex D – Licensed
Marks (to be inserted when agreed)


 


Contract Price means the Launch Service Price plus, if selected by
Customer, the Refund Fee, as applicable, as set forth in Article 4 entitled “Contract
Price.”


 


Effective Date means the date set forth above.


 


Excusable Delay shall have the meaning set forth in Paragraph 8.1 entitled
“Excusable Delays Defined.”


 


Failure Review Board shall have the meaning and the duties set forth in
Paragraph 19.5 entitled “Failure Review Board(s).”


 


Firmly
Manifested shall mean that Contractor has a legally binding contractual
commitment to provide a Launch Service to a third party customer of Contractor
using an Atlas V (any configuration) launch vehicle; such legally binding
contractual commitment to be evidenced by a certification by an officer of
Contractor.  Such certification shall be
auditable, upon Customer’s request, by a mutually-agreeable third party auditor
who shall be bound to confidentiality requirements no less restrictive than
required by this Contract.


 


Insured Launch Activities means the activities carried out by
either Party or the Related Third Parties of either Party in accordance with
the terms of this Contract and, in the case of Launch Service(s) licensed under
the CSLA, the launch license issued to Contractor by the Office of the
Associate Administrator for Commercial Space Transportation (or any successor
agency thereto) to conduct the Launch Service(s), at the launch site and the
Satellite processing facility wherever located, including transportation of the
Satellite from the Satellite processing facility to the launch site, the use by
Contractor of United States Government launch facilities at the launch site,
activities carried out by the United States Government at the launch site
relating to the conduct of Launch Service(s) and the Launch from the launch
site.


 


Confidential


 


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Intentional Ignition means, with respect to the Launch
Vehicle, the point in time during the launch countdown when the engine start
command is issued, causing the start bottle to be pressurized and hypergolics
to enter the chamber.


 


Interface Control Document  or  ICD means that
document referred to in the Statement of Work attached or to be attached as
Annex C to this Contract.


 


Launch means Intentional Ignition followed by either (i)
release of the Launch Vehicle from the launcher hold down restraints for the
purpose of lift off; or (ii) total loss or destruction of the Satellite or
Launch Vehicle.


 


Launch Date means the calendar date within the Launch Period
during which the Launch is scheduled to occur, as established in accordance
with Article 6 entitled “Launch Schedule” and as such Launch Date may be
adjusted in accordance with Article 7 entitled “Launch Schedule Adjustments.”


 


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


 


Launch Period means a period of ninety (90) days during which the
Launch is scheduled to occur, as specified in Paragraph 6.2 entitled
“Establishment of Launch Period” and as such Launch Period may be adjusted in
accordance with Article 7 entitled “Launch Schedule Adjustments.”


 


Launch Service  means those services to be provided by Contractor to
Customer for a single Launch as set forth in Annex A entitled “Statement of
Work.”


 


Launch
Service Failure Review Board shall have the
meaning and the duties set forth in Paragraph 19.5 entitled “Failure Review
Board(s).”


 


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


 


Launch Slot means a period of thirty (30) days during which the
Launch is scheduled to occur, as specified in Paragraph 6.3 entitled “Launch
Slot” and as such Launch Slot may be adjusted in accordance with Article 7 entitled
“Launch Schedule Adjustments.”


 


Confidential


 


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Launch Vehicle means the Atlas V 431 launch vehicle consisting of an
Atlas lower stage and Centaur upper stage connected by an interstage adapter,
three (3) solid rocket boosters, a 4-meter payload fairing and the payload
adapter with separation system collectively identified as the Atlas.


 


Option Launch
Service means a Launch Service which may be ordered by Customer pursuant to
Paragraph 2.2 herein.


 


Partial Failure means that, due to an event that
occurs at any time from Launch to Satellite Separation, it can be determined
from telemetry data or other evidence satisfactory to the Launch Service
Failure Review Board pursuant to Paragraph 19.5, in its reasonable judgment,
that the Launch Vehicle performed in a manner that: (i) reduced by more
than****  but less than **** either the
Satellite’s ability to operate continuously in accordance with its satellite
performance specifications and for its intended commercial purposes as
reasonably determined by Customer or the Satellite’s ability to operate for its
intended commercial lifetime which shall be consistent with the orbital
lifetime; or (ii) caused the Satellite’s attitude and orbital conditions after
Satellite Separation to be such that the correction required to place the
Satellite in its intended attitude and orbit results in a reduction of more
than ****  but less than ****  of the Satellite’s intended commercial
lifetime and, in either case, does not include any reduction that was attributable
to the Satellite; in each case after Customer has examined all reasonable
technical alternatives for correcting the failure and provided that all
redundant and spare components on the Satellite have been used.


 


Party or Parties means Contractor, Customer or both.


 


Refund Fee means the fee for Launch Risk Refund Protection set
forth in Article 4, entitled “Contract Price” and Article 19, entitled “Launch
Risk Refund Protection.”


 


Refund means the amount payable to Customer pursuant to
Paragraph 19.3 entitled “Terms Governing Refund” in the event the Launch
Service is a Total Failure, Constructive Total Failure or Partial Failure.


 


Confidential


 


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Related Third Parties means (i) the Parties, directors,
officers, agents, employees and customers; (ii) the Parties, contractors,
subcontractors and suppliers at any tier involved directly or indirectly in the
performance of this Contract, and their directors, officers, agents and
employees; (iii) entities involved with payload processing or other activities
in the payload processing facilities, including the contractor providing the
payload processing facilities, other customers of the payload processing facilities
contractor, and all employees and contractors of those contractors and
customers; and (iv) parties having any right, title or interest, whether
through sale, lease or service arrangement or otherwise, directly or
indirectly, in the Satellite or any transponder, the Launch Vehicle or the
Launch Service. Customer represents that Her Majesty’s Government (HMG) and the
British National Space Centre (BNCR) are not involved in any of the listed
activities defining Related Third Parties and have no ownership interest in the
Satellite or with any transponder and therefore are not a Related Third Party
of either Party.


 


****


 


Satellite means any Customer-provided satellite and associated
property to be launched on the Launch Vehicle identified as Inmarsat-4 with
technical specifications and characteristics set forth in Annex B.


 


Satellite
Failure Review Board shall have the meaning and
the duties set forth in Paragraph 19.5 entitled “Failure Review Board(s).”


 


Satellite Separation means the physical separation of the Satellite from
the Launch Vehicle pursuant to the command activating the separation system
that releases the Satellite.


 


Statement of Work or SOW means that
document attached as Annex A to this Contract.


 


Successful Launch Service means that from Launch to Satellite
Separation the Launch Vehicle performed in such a manner that did not result in
either a Constructive Total Failure, a Total Failure or a Partial Failure.


 


Terminated Ignition means Intentional Ignition not followed by Launch.


 


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


 


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Third Party means any person or entity other than Contractor,
Customer, their Related Third Parties and the United States Government and its
agencies, contractors or subcontractors involved in the Launch Service(s).


 


Total Failure means that, due to an event that occurs at any time
from Launch to Satellite Separation, it can be determined from telemetry data
or other evidence satisfactory to the Launch Service Failure Review Board
pursuant to Paragraph 19.5, in its reasonable judgment, that the Launch Vehicle
performed in a manner that caused the Satellite to be totally lost, completely
destroyed or unable to separate from the Launch Vehicle.


 


Confidential


 


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ARTICLE 2

SERVICES TO BE PROVIDED


 


2.1           Basic Launch
Service
Contractor shall furnish a Launch Service for Launch of the Satellite from Cape
Canaveral Air Station (CCAS), Florida, United States of America, in accordance
with Annex A entitled “Statement of Work”, scheduled for the Launch Period
specified in Paragraph 6.1 entitled “Launch Period.”


 


2.2           Option Launch Services.    Contractor shall furnish up to ****  additional Launch Services for launches of
Satellites from CCAS in accordance with Annex A entitled “Statement of Work”.
****  Option Launch Services may be
exercised by Customer in accordance with this Paragraph 2.2..  With the exception of ****, all provisions
of this Contract which apply to Basic Launch Services shall apply to Option
Launch Services except as otherwise specifically stated in the Contract.


 


2.2.1        From
****, Customer may exercise any **** 
Option Launch Service for Launch scheduled not earlier than ****  prior to the first day of Customer’s desired
Launch Period.


 


2.2.2        From
****, Customer may exercise any **** Option Launch Services for Launch
scheduled not earlier than ****  prior
to the first day of Customer’s desired Launch Period.  Contractor shall use commercially reasonable efforts to
accommodate Customer requests to conduct Optional Launch Services earlier than
****  after exercise of an Optional
Launch Service.


 


2.2.3        The
Parties shall cooperate in good faith to finalize the selection of a Launch
Date taking into account the requirements and interests of Customer and the
requirements for a Launch Opportunity.


 


2.3           Refund Protection. 
Subject to the provisions of Article 19 of this Contract entitled
“Launch Risk Refund Protection,” and Article ****  entitled ****, Contractor shall provide Launch Risk Refund
Protection for the Basic Launch Service and any ****  Option Launch Services under this Contract.


 


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ARTICLE 3

NOT USED


 


ARTICLE 4

CONTRACT PRICE


 


4.1           Contract Price 
The Contract Price for each Launch Service shall be the total of the
Launch Service Price plus the Refund Fee for the protection described in
Article 19 entitled “Launch Risk Refund Protection.”


 


	
   

  	
   

  	
  Launch
  Service Price(1), (2)

  	
   

  	
  Refund Fee
  *

  	
   

  	
  Contract
  Price

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  



 












*              The Refund Fee is ****  with the amount set forth herein based on an
Refund Amount of ****  for any Launch
Service occurring prior to ****, subject to the provisions of Paragraph 2.3
herein.  If a Launch Service remains
under this Contract as of that date then the following shall apply.  Prior to such date, Contractor shall use all
reasonable efforts to continue such Launch Risk Refund Protection at the
current level of the Refund Fee.  Should
this not be possible then Contractor shall offer Customer such Launch Risk
Refund Protection at the best commercial fee it can achieve.  If Customer elects not to take such Launch
Risk Refund Protection or such Launch Risk Refund Protection is not available
then any Refund Fee as may have been paid by Customer in respect of an
unlaunched Satellite shall be returned to Customer.  Any Refund Fee under this Contract will be based on the insurance
policy purchased by Contractor and is provided on a pass-through basis without
mark-up.  Launch Risk Refund Protection
is available to Customer for the Basic Launch Service and any one (1) of the
two (2) Option Launch Services.


 


(1)           Contract Prices are firm fixed and are not
subject to economic price adjustment, except for ****, which is firm fixed
through ****.  Payments due after
****  shall escalate at the rate of
****.


 


(2)           Contract Prices are based on the Launch
Vehicle configuration, which includes three (3) solid rocket boosters.  In the event Customer reduces Satellite mass
such that the Parties reasonably agree that less than three (3) solid rocket
boosters are required for Launch, the Parties agree to negotiate in good faith an
equitable adjustment to the applicable Launch Service price considering, but
not limited to, such items as impacts to Contractor costs and risk of performance.


 


(3)                 The price for the Basic Launch Service shall be adjusted as follows;


 


Confidential


 


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****


 


4.2           Not Used


 


4.3           Taxes


 


4.3.1        The
Contract Price includes all taxes, duties and other levies imposed by the
United States Government or any other government on the Launch Services
provided under this Contract provided however it excludes any value added
taxes, duties or levies (VAT) that may be imposed on the Contractor by the
United Kingdom or any political subdivisions thereof. Any VAT taxes, duties or
levies imposed on the Contractor by the United Kingdom or any political
subdivision thereof shall be the obligation of Customer and, should such become
an obligation of Contractor for any reason, Customer shall hold harmless and
indemnify Contractor for such obligation and shall reimburse Contractor within
thirty (30) days of Contractor’s invoice for payment of such amounts.


 


4.3.2              The
Contract Price excludes any taxes, duties or other levies that may be imposed
on any Satellite, Customer’s support equipment or technology by the United
States Government or any other government. Any taxes, duties or levies imposed
on such Customer-furnished items shall be the obligation of Customer and,
should such become an obligation of Contractor for any reason, Customer shall
hold harmless and indemnify Contractor for such obligation and shall reimburse
Contractor within thirty (30) days of Contractor’s invoice for payment of such
amounts.


 


Confidential


 


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ARTICLE 5

PAYMENT


 


5.1           Timing of
Payments
Payment of the Contract Price shall be in U.S. Dollars, subject to conditions
set forth in Article 7 entitled “Launch Schedule Adjustments” and made in
accordance with the following schedule:


 


5.1.1        Initial Payment Customer will make an initial payment of  **** 
of the Contract Price for each Launch Service as set forth in Table 5.1.
This initial payment is due within thirty (30) days of the submission of
Contractor’s invoice for the amount of the initial payment which invoice may be
submitted upon the Effective Date of this Contract.


 


5.1.2        Remaining Payments The balance of the payments for each
Launch Service specified in Article 2 entitled “Services To Be Provided” shall
be paid in accordance with the schedule set forth in Table 5.1 below. If a
payment due date falls on a Saturday, Sunday or legal bank holiday, then payment
shall be due on the following business day. No portion of the Contract Price
shall be refundable in the event the Launch Service fails to perform in
accordance with the Statement of Work. Any portion of the Contract Price set
forth in Table 5.1 below due after Launch shall be payable on the date due
whether or not the Launch Service performs in accordance with the Statement of
Work, except the Final Payment which shall be paid in accordance with Paragraph
5.1.2.1 and 5.1.2.2 below.


 


•      Table 5.1  Launch Payment Schedule – Basic Launch
Service


 


****


 


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a)     Payments
shall be adjusted if the Launch Service Price is adjusted as follows: any
adjustment to the Launch Service Price pursuant to Paragraph 4.1 shall be
deducted or added to the Final Payment


 


b)    Payment
9 in Table 5.1 above represents the pre-payment of a portion of the Final
Payment.  The pre-payment shall be
deemed part of the Final Payment for purposes of Paragraphs 5.1.2.1 and 5.1.2.2
below such that in the event of a Total Failure, Constructive Total Failure or
Partial Failure, the Final Payment shall be deemed to be equal to twenty five
percent (25%) of the Launch Service Price and any payment due Contractor or
refund due Customer shall be based on this amount.


 


•      Table 5.2  Launch Payment Schedule – Option Launch
Services


 


****


 












*Provided
Customer has elected Launch Risk Refund Protection in accordance with Paragraph
2.3.


 


5.1.2.1      Final
Payment ****


 


5.2           Wire Transfer
Instructions
All payments to Contractor will be by wire transfer to the following address:


 


****


 


5.3           Invoices Contractor shall submit invoices thirty
(30) days in advance of the scheduled payment due dates, except for (i) payment
number 8 in Table 5.1 which shall be paid on the date shown in Table 5.1; and
(ii) the first payment after a Launch Option exercise which shall be paid
within fifteen (15) days of invoice submittal. 
Payments shall be deemed made when credit for the payable amount is
established in Contractor’s designated bank account.


 


5.4           Interest on
Payments Due
If any amount due to either Party under this Contract shall remain unpaid after
its due date, then the paying Party shall pay simple interest to the other
Party at the prevailing prime interest rate (as charged by The Chase Manhattan
Bank, New York City) plus 0.5% per annum. Interest will be computed commencing
on the due date until but not including the date payment is actually made.


 


5.5           Shorten Delivery Schedule / Accelerated Payments


 


5.5.1        Shortened
Delivery Schedule.  In the event that the Parties mutually agree
to a shorter delivery schedule than as contained in Table 5.1 for a particular
Option Launch Service, then the initial payment due from Customer at the time
of Option exercise shall be equal to the sum of all payments that would otherwise
be due and payable under Table 5.1 above at the time Customer exercises that
particular Option Launch Service.   The
L- date for an Option Launch Service shall be based on


 


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the first day of Launch Period, Launch Slot or Launch Date, as
applicable, established and agreed to by the Parties at the time of Option
Exercise.


 


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5.5.2        Accelerated Launch Service In the event that any Launch Service is
accelerated as described in Article 7 entitled “Launch Schedule Adjustments,”
the next payment due for such Launch Service following such acceleration shall
be increased to include the balance of the payments that would have been made
had the Contract payments been scheduled on the basis of the accelerated Launch
Period or Launch Date, as applicable.


 


5.6           Postponed
Payments


 


5.6.1        Postponements by Contractor In the event of postponement declared by
Contractor for any reason including those in Article 7 entitled “Launch
Schedule Adjustments,” and Article 8 entitled “Excusable Delays” the Contract
payments shall be suspended for the length of the delay and then resumed with
all remaining payments postponed by the amount of the delay, except for any
payments due after Launch.


 


5.6.2        Postponements by Customer In the event of postponement declared by
Customer for any reason including those in Article 7 entitled “Launch Schedule
Adjustments,” and Article 8 entitled “Excusable Delays” the Contract payments
will not be affected.


 


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ARTICLE 6

LAUNCH SCHEDULE


 


6.1           Launch Period The Launch Period(s) for the Basic
Launch Service(s) shall be as follows:


 


Table 6.1


 


	
  Satellite

  	
   

  	
  Launch
  Period

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  



 


****


 


6.2           Establishment
of Launch Period for Option Launch Services At the time of Option Launch Service
exercise, Customer will give notice to Contractor of a requested Launch Period.
The Parties will cooperate in good faith to finalize the selection of a Launch
Period taking into account the requirements and interests of Customer and the
requirements for a Launch Opportunity.


 


6.3           Launch Slot At least five (5) months prior to the
first day of the Launch Period for Basic Launch Service, Contractor will give
notice to Customer of a proposed Launch Slot within the Launch Period, taking
into account the requirements for a Launch Opportunity. The Parties will
cooperate in good faith to finalize the selection of a Launch Period taking
into account the requirements and interests of Customer and the requirements
for a Launch Opportunity.


 


6.4           Launch Date At least three (3) months prior to the
first day of the Launch Period for each Launch Service, Contractor will give
notice to Customer of a proposed Launch Date within the Launch Period, taking
into account the requirements for a Launch Opportunity. The Parties will cooperate
in good faith to finalize the selection of a Launch Date taking into account
the requirements and interests of Customer and the requirements for a Launch
Opportunity.


 


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ARTICLE 7 LAUNCH SCHEDULE ADJUSTMENTS


 


7.1           Customer Launch
Schedule Adjustments Customer may request either a postponement or
advancement of the Launch Period, Launch Slot or Launch Date previously
determined under Article 6 of this Contract entitled “Launch Schedule,” by
giving written notice to Contractor requesting a new Launch Period or Launch
Date. If the launch schedule adjustment results in a later Launch Period,
Launch Slot or Launch Date, then the total number of calendar days of delay
requested by Customer shall be attributed to Customer. The length of delay
shall be measured from the first day of the then current Launch Period or
Launch Slot or the Launch Date, if established, to the first day of the new
Launch Period or Launch Slot or the new Launch Date, as applicable. The Parties
will cooperate in good faith to select a new Launch Period, Launch Slot or
Launch Date taking into account the requirements and interests of Customer and
the requirements for a Launch Opportunity.


 


7.1.1        ****


 


7.1.2        ****


 


7.1.3        Postponements
by Customer under this Article 7, including Excusable Delays as described in
Article 8 entitled “Excusable Delays”, for each Launch Service shall not exceed
a total of ****. In the event that a single postponement, or cumulative
postponements, attributed to Customer exceed such maximum permissible
postponement for any one Launch Service, that Launch Service shall, at the
election of Contractor, be subject to termination by Contractor in accordance
with Paragraph 21.4 of this Contract entitled “Termination by Contractor for
Excessive Launch Postponements.”


 


7.2           Contractor Launch
Schedule Adjustments Contractor may postpone or request an advancement of
the Launch Period, Launch Slot or Launch Date previously determined under
Article 6 entitled “Launch Schedule” by giving notice to Customer proposing a
new Launch Period, Launch Slot or Launch Date. The Parties will cooperate in
good faith to select a new Launch Period, Launch Slot or Launch Date in good
faith taking into account the available Launch Opportunities and the
requirements and interests of Customer. Until the new Launch Period, Launch
Slot or Launch Date is selected in accordance with this Paragraph 7.2, the
then-current launch schedule shall remain in effect.


 


7.2.1        If
the final launch schedule adjustment results in a later Launch Period, Launch
Slot or Launch Date, then only the total number of calendar days of delay


 


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requested by Contractor shall be attributed to Contractor.  The length of delay shall be measured from
the first day of the then current Launch Period or Launch Slot or the Launch
Date, if established, to the first day of the new Launch Period or Launch Slot
or the new Launch Date, as applicable.


 


7.2.2        Postponements
by Contractor under this Article 7, including Excusable Delays as described in
Article 8 entitled “Excusable Delays”, shall not exceed a total of ****  for each Launch Service. In the event that a
single postponement, or cumulative postponements, attributed to Contractor
exceed such maximum permissible postponement for any one Launch Service, that
Launch Service shall, at the election of Customer, be subject to termination by
Customer in accordance with Paragraph 21.2 entitled “Termination by Customer
for Excessive Launch Postponements.”


 


7.3           Not Used


 


7.4           Not Used


 


7.5           Not Used


 


7.6           Postponements
Attributed to Non-Complying Party under Article 10 Should the failure of either Party to
provide required data, hardware and services result in a delay to the launch
schedule, then such delay shall be deemed a postponement attributed to the
non-complying Party in accordance with this Article 7. Requirements to provide
data, hardware and services, delays and the consequences of postponement
attributable to the non-complying Party are described in Article 10 entitled
“Additional Contractor and Customer Obligations Prior to Launch.”


 


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


 


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ARTICLE 8

EXCUSABLE DELAYS


 


8.1           Excusable
Delays Defined Neither Party shall be liable to the other in the event of a delay in
the performance of its obligations or commitments, and the date on which those
obligations are to be fulfilled shall be extended for the period of time of
such delay, when the delay was due to causes beyond the reasonable control and
not due to the fault or negligence of the Party subject to the delay. Subject
to the foregoing, Excusable Delays shall include, but not be limited to, the
following: Acts of God, acts (including delay or failure to act) of any
governmental authority (in its sovereign or contractual capacities) or
inability of either Party to obtain any necessary export licenses (in both
instances other than caused by the fault or lack of due diligence of a Party),
wars (declared or undeclared), riot, revolution, hijacking, fires, strikes as
part of national or regional disputes, freight embargoes, labor stoppage (other
than at one of the Parties or the Parties’ subcontractors), sabotage,
epidemics, interruptions of essential services and supplies such as
electricity, natural gas, fuels and water, adverse weather or launch safety
conditions that do not permit launching, range availability, maintenance of appropriate
clearance times between flights, delays reasonably required by Contractor or
Customer to take corrective action following any launch ****  failure or major anomaly, delays due to any
reflight or replacement launch required under contract for another customer,
inability to timely obtain from insurance underwriters necessary and proper
third party liability insurance including insurance for damage to government
property, or any condition that jeopardizes the safety of employees of
Contractor, Customer or their respective Related Third Parties.


 


8.2           Notice(s) of
Excusable Delays Contractor and Customer each acknowledge and agree that it is in the
best interests of both Parties to promote certainty in launch schedule
decisions and minimize disruption to other customers of Contractor. Therefore,
the Parties agree to give prompt notice of any actual or potential Excusable
Delay under this Article 8.


 


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ARTICLE 9

COORDINATION AND COMMUNICATION BETWEEN CUSTOMER AND CONTRACTOR


 


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


 


	
  Contractor’s
  Mission Manager is:

  
	
   

  
	
    Dan
  Letson

  	
   

  
	
  Lockheed Martin
  Commercial Launch Services, Inc.

  
	
   

  
	
  Customer’s
  Mission Manager is:

  
	
   

  
	
    Franco
  Carnevale

  	
   

  
	
  Inmarsat

  
			



 


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


 


	
  Notices to
  Contractor:

  
	
   

  
	
        Mr.
  David Abrahamian

  	
   

  
	
  Lockheed Martin
  Commercial Launch Services, Inc.

  
	
   

  
	
  Notices to
  Customer:

  
	
   

  
	
      Mr.
  Tommy Smith

  	
   

  
	
  Inmarsat

  
			



 


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


 


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ARTICLE 10

ADDITIONAL CONTRACTOR AND CUSTOMER OBLIGATIONS PRIOR TO LAUNCH


 


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


 


10.2         Notification of
Non-Compliance The Party receiving the data, hardware or services referred to in
Paragraph 10.1 shall promptly notify the other in accordance with Paragraph 9.2
in the event the data, hardware or services are not consistent with the
requirements contained in Annex A. The notification shall contain a statement
of the discrepancy and recommend solutions. The Party receiving the
notification shall provide written direction to the other Party as to how to
proceed, taking into account the recommended solutions within seven (7) days
following receipt of notice.


 


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


 


ARTICLE 11

FACTORY AND LAUNCH SITE ACCESS


 


Subject to appropriate export laws, regulations and
licenses and security and safety limitations, Customer and its authorised
representative shall have reasonable access to facilities, work-in-progress,
meetings and reviews identified in Annex A “Statement of Work” and
developmental work required for the performance of this Contract.


 


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ARTICLE 12

LICENSES, CLEARANCES AND PERMITS


 


12.1         Responsibility
for Licenses, Clearances and Permits Each Party shall be responsible for obtaining any
licenses, clearances, permits and governmental authorizations, and for taking
any actions necessary to carry out its obligations under this Contract.


 


12.2         Transfers of
Technical Data Each Party shall be responsible for compliance with applicable United
States Government laws, regulations and licenses relating to the transfer of
technical data to the other Party, Related Third Parties or to Third Parties.


 


ARTICLE 13

COMPLIANCE WITH UNITED STATES GOVERNMENT REQUIREMENTS


 


13.1         Customer
Compliance with Requirements Contractor has executed agreements with various
United States Government agencies for use of United States Government-owned
property and facilities relating to launch operations at CCAS in Florida. Each
Party agrees that it shall comply with the United States Government’s laws,
regulations, licenses, policies and directives as they relate to the
performance of this Contract. Each Party shall indemnify the other Party for
any violation of such laws, regulations, licenses, policies or directives by
that Party or its Related Third Parties. The Parties shall, before Launch,
execute and deliver the Agreement for Waiver of Claims and Assumption of
Responsibility, the execution of which is required by the United States
Department of Transportation (C.F.R. Section 440.17(c)) as a condition of
granting Contractor’s license to conduct launch activities and Launch the
Satellite.


 


13.2         Government Need It is the policy of the United States
Government to support the commercialization of domestic launch services by
making available to United States launch services providers its launch-related
facilities. However, both Customer and Contractor agree that, in the event of imperative
national need as set forth in the CSLA (49 U.S.C. Section 70109), the United States
Government may require use of United States Government or Contractor property
and personnel. In the event such use by the United States Government
necessitates subsequent rescheduling of Customer’s Launch Service(s),
Contractor shall promptly notify Customer of the delay(s) and shall reschedule
any affected Launch Service(s) to accommodate all customers to the extent
possible. Such delay shall be considered an Excusable Delay under Article 8,
but shall not be attributed to either Party under Paragraph 7.4.


 


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13.3         Compliance with
U.S. Government Export/Import Statutes and Regulations


 


Customer hereby acknowledges that it shall comply with all applicable
statutes, regulations and licenses relating to the export and import of
commodities, services or technical data out of and into the United States of
America.


 


Customer acknowledges that Contractor must refuse to admit to any
meeting and refuse to transmit any commodities, technical data or provide any
defense services, to any participant who is not covered by an applicable
license or agreement issued by the United States Government and duly executed
by the appropriate parties.


 


ARTICLE 14

COMPLETION OF CONTRACTOR’S OBLIGATION TO PROVIDE LAUNCH SERVICES


 


The Launch Services to be provided under this Contract
shall be considered complete upon Launch and the submission of data required by
Annex A entitled “Statement of Work,” Sections 3 and 8. A Launch shall not be
deemed complete in the event of a Terminated Ignition.


 


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ARTICLE 15

EXCLUSION OF WARRANTY AND WAIVER OF LIABILITY AND ALLOCATION OF CERTAIN RISKS


 


15.1         NO REPRESENTATIONS
OR WARRANTIES
CONTRACTOR HAS NOT MADE NOR DOES IT MAKE ANY REPRESENTATION OR WARRANTY,
WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY OF DESIGN, OPERATION, CONDITION, QUALITY, SUITABILITY OR
MERCHANTABILITY OR OF FITNESS FOR USE OR FOR A PARTICULAR PURPOSE, ABSENCE OF
LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, WITH REGARD TO THE
SUCCESS OF ANY LAUNCH OR OTHER PERFORMANCE OF ANY LAUNCH SERVICE(S) HEREUNDER.
WITHOUT LIMITING OR CREATING EXCEPTIONS TO THE RECIPROCAL WAIVER OF LIABILITY
SET FORTH IN THIS ARTICLE 15, OR THE EXCLUSIVITY OF REMEDIES AS SET FORTH IN
THIS CONTRACT, IN NO EVENT SHALL CONTRACTOR BE LIABLE TO CUSTOMER AND TO
PERSONS CLAIMING BY OR THROUGH CUSTOMER UNDER ANY THEORY OF TORT, CONTRACT,
STRICT LIABILITY, NEGLIGENCE OF ANY TYPE OR UNDER ANY OTHER LEGAL OR EQUITABLE
THEORY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING
WITHOUT LIMITATION, COSTS OF EFFECTING COVER, LOST PROFITS, LOST REVENUES OR
COSTS OF RECOVERING A PAYLOAD OR THE SATELLITE, ARISING OUT OF OR RELATING TO
THIS CONTRACT.


 


15.2         Waiver of
Liability


 


15.2.1            Contractor
and Customer hereby agree to a reciprocal waiver of liability pursuant to which
each Party agrees not to bring a claim or sue the other Party, the United
States Government and its contractors and subcontractors at every tier or
Related Third Parties of the other Party for any property loss or damage it
sustains including but not limited to, in the case of Customer, loss of or
damage to the Satellite, or any other property loss or damage, personal injury
or bodily injury, including death, sustained by any of its directors, officers,
agents and employees, arising in any manner in connection with the performance
of or activities carried out pursuant to this Contract, or other activities in
or around the launch site or Satellite processing area, or the operation or
performance of the Launch Vehicle or the Satellite. Such waiver of liability
applies to all damages of any sort or nature, including but not limited to any
direct, indirect, special, incidental or consequential damages


 


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or other loss of revenue or business injury or loss such as costs of
effecting cover, lost profits, lost revenues, or costs of recovering a payload
or the Satellite, from damages to the Satellite before, during or after Launch
or from the failure of the Satellite to reach its planned orbit or operate
properly.


 


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


 


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


 


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


 


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


 


15.3         Indemnification –
Property Loss and Damage and Bodily Injury


 


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


 


15.3.2            To
the extent that claims of liability by Third Parties are not covered by the
third party liability insurance referred to in Paragraph 16.1 entitled “Third
Party Liability Insurance,” or an insurance policy of either Contractor or
Customer or are not eligible for payment or paid by the United States
Government (as provided in Paragraph 15.4 entitled “Indemnification by United
States Government”), Contractor will defend, hold harmless and indemnify
Customer and its Related Third Parties from any and all claims of Third Parties
for property loss or damage, personal injury or bodily injury, including death
****, arising in any manner from the operation or performance of the Launch
Vehicle.


 


15.3.3            To
the extent that claims of liability by Third Parties are not covered by the
third party liability insurance referred to in Paragraph 16.1 entitled “Third
Party Liability Insurance,” or an insurance policy of either Contractor or
Customer or are not eligible for payment by the United States Government (as
provided in Paragraph


 


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15.4 entitled “Indemnification by United States Government “), Customer
will defend, hold harmless and indemnify Contractor and its Related Third
Parties for any and all claims of Third Parties, for property loss or damage,
personal injury or bodily injury, including death, arising in any manner from
the processing, testing, operation or performance of the Satellite or from any
claim for indirect, special, incidental or consequential damages or other loss
of revenue or business injury or loss resulting from any loss of or damage to
the Satellite before or after Launch or from the failure of the Satellite to
reach its planned orbit or operate properly.


 


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


 


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


 


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


 


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15.4         Indemnification by
United States Government


 


15.4.1            The
Parties recognize that under the CSLA and subject thereto, the Secretary of
Transportation shall, to the extent provided in advance in appropriations acts
or to the extent there is enacted additional legislative authority to provide
for the payment of claims, provide for the payment by the United States
Government of successful claims (including reasonable expenses of litigation or
settlement) of a Third Party against Contractor or its subcontractors, or
Customer or its contractors or subcontractors, resulting from activities
carried out pursuant to a license issued or transferred under the CSLA for
death, bodily injury, or loss of or damage to property resulting from
activities carried out under the license, but only to the extent that the
aggregate of such successful claims arising out of the Launch:


 


15.4.1.1             is
in excess of the amount of insurance or demonstration of financial
responsibility required of Contractor under its license issued pursuant to the
CSLA; and


 


15.4.1.2             is
not in excess of the level that is $1,500,000,000 (plus any additional sums
necessary to reflect inflation occurring after January 1, 1989) above the
required amount of insurance or demonstration of financial responsibility
required by the CSLA.


 


15.4.2            Contractor
makes no representation or warranty that any payment of claims by the United
States Government will be available pursuant to the CSLA. Contractor’s sole
obligation is the good faith effort to obtain such payment as may be available
from the United States Government.


 


15.5         Indemnification -
Intellectual Property Infringement


 


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


 


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15.5.2            Customer
shall defend, hold harmless and indemnify Contractor and its Related Third
Parties for any and all claims resulting from the infringement, or claims of
infringement, of the patent rights or any other intellectual property rights of
a Third Party, that may arise from the design, manufacture, launch (other than
for infringement related to the provision of Launch Services as addressed in
paragraph 15.5.1) or operation of Customer’s Satellite.


 


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


 


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


 


15.6.2            The
Party seeking indemnification shall not make any admission nor shall it reach a
compromise or settlement without the prior written approval of the other Party,
which approval shall not be unreasonably withheld or delayed.


 


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


 


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


 


15.7         Inconsistency
with Government Agreement In the event of any inconsistency between any provision
of this Article 15 or Article 16 entitled “Insurance” and the Agreement for
Waiver of Claims and Assumption of Responsibility referred to in Paragraph
13.1, this Article 15 shall take precedence as between the Parties.


 


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


 


15.9         Authority to
Destroy
The range safety officer or equivalent is hereby authorized to destroy, without
liability or indemnity to Customer or Customer’s Related Third Parties, the
Launch Vehicle and the Satellite in the event that such action is determined in
such range safety officer’s or equivalent’s sole discretion to be necessary to
avoid damage to persons or property. Any operation of the Launch Vehicle
automatic destruct system that causes the destruction of the Launch Vehicle or
Satellite shall also be without liability to Customer or Customer’s Related
Third Parties.


 


15.10       Contractor’s
Limitation of Liability Except for the obligation to indemnify
provided in Paragraphs, **** Contractor’s cumulative liability to Customer for
any and all claims that have not been waived or released pursuant to the terms
of this Article 15 and any claim to which the remedies are not limited
elsewhere in this Contract, arising out of or relating to this Contract,
including, without limitation, any claim for termination, shall not, under any
circumstances, exceed the amount of the Contract Price paid by Customer for the
affected Launch Service as of the date of such claim.


 


15.11     ****


 


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ARTICLE
16

INSURANCE


 


16.1         Third Party
Liability Insurance Contractor shall procure and maintain in effect insurance
for third party liability to provide for the payment of claims resulting from
property loss or damage or bodily injury, including death, sustained by Third
Parties caused by an occurrence resulting from Insured Launch Activities. The
insurance shall have a limit in the amount required by the Office of the
Associate Administrator for Commercial Space Transportation by license order issued
to Contractor pursuant to the CSLA. Coverage for damage, loss or injury
sustained by Third Parties arising in any manner in connection with Insured
Launch Activities shall attach upon arrival of the Satellite at CCAS or the
Satellite processing facility (wherever located), whichever occurs first, and
will terminate upon the earlier to occur of the return of all parts of the
Launch Vehicle to Earth or twelve (12) months following the date of Launch,
unless the Satellite is removed from the Satellite processing facility other
than for the purpose of transportation to CCAS or is removed from CCAS other
than by Launch, in which case, coverage shall extend only until such removal.
Such insurance shall not cover loss of or damage to the Satellite even if such
claim is brought by any Third Party or Related Third Parties. Such insurance
also shall not pay claims made by the United States Government for loss of or
damage to United States Government property in the care, custody and control of
Customer or Contractor.


 


16.2         Insurance
Required by Launch License Contractor shall provide such insurance as is required
by the launch license issued by the United States Department of Transportation
for loss of or damage to United States Government property.


 


16.3         Miscellaneous
Requirements
The third party liability insurance shall name as named insured Contractor and
as additional insureds Customer and the respective Related Third Parties of the
Parties identified by each Party, the United States Government and any of its
agencies and such other persons as Contractor may determine. Such insurance
shall provide that the insurers shall waive all rights of subrogation that may
arise by contract or at law against the named insured or any additional
insured.


 


ARTICLE 17


NOT USED


 


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ARTICLE 18

REMEDIES AND LIMITATIONS ON REMEDIES 


 


Where this Contract expressly
provides remedies for the consequences of acts or omissions by the Parties in
the performance of their obligations hereunder, such remedies are hereby agreed
to constitute limited and exclusive remedies for such consequences. The
following is an indicative, but non-inclusive, list of certain remedies that
are hereby agreed to be limited and exclusive remedies and is not intended to
limit the preceding sentence. The exclusive rights and remedies of a Party with
respect to postponement of a Launch Period, Launch Slot or Launch Date
attributed to the other Party is as provided in Paragraphs, 21.2 entitled
“Termination by Customer for Excessive Launch Postponements”, 21.6 entitled
“Termination by Contractor for Excessive Launch Postponements” and 21.8 entitled
“Termination Charge”. ****.  The
exclusive remedy for failure by either Party to provide the data, hardware or
services it is required to provide pursuant to Paragraph 10.3 shall be the
adjustment in the Launch Schedule contemplated in Paragraph 10.3. If Customer
has elected Launch Risk Refund Protection under Article 19, entitled “Launch
Risk Refund Protection”, in the event of a Total Failure, Constructive Total
Failure or Partial Failure, Customer shall have the exclusive rights and
remedies provided in Article 19. If Customer has not elected such Launch Risk
Refund Protection under Article 19, Customer shall have no remedy against
Contractor in the event of a failure of the Launch Vehicle or other performance
of the Launch Service, subject to Paragraph 15.3.2 and ****. The exclusive
rights and remedy of Customer for claims by Third Parties for property loss or
damage, personal injury or bodily injury, including death, arising in any
manner from the operation or performance of the Launch Vehicle, to the extent
such claims are not eligible for payment or paid as provided in Paragraph
15.3.2, shall be the indemnification by Contractor as provided in Paragraph
15.3.2. The exclusive rights and remedy of the Parties for claims resulting
from the infringement of patent rights or any other intellectual property
rights of a Third Party shall be the indemnification as provided in Paragraph
15.5. The exclusive rights and remedy of Customer to terminate this Contract
for convenience are described in Paragraph 21.1 entitled “Termination by
Customer for Convenience.” The exclusive rights and remedy of Contractor to
terminate this Contract in the event of nonpayment are described in Paragraph
21.4 entitled “Termination by Contractor for Nonpayment.”


 


ARTICLE 19

LAUNCH RISK REFUND PROTECTION


 


19.1         Launch Risk Refund Protection.  Customer has elected Launch Risk Refund
Protection as specified in Article 2 entitled “Services To Be Provided.” Launch
Risk Refund Protection shall be available as provided elsewhere in this Contract
in the event of Total Failure, 


 


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Constructive  Total
Failure or Partial Failure, as determined under Paragraph 19.5 entitled
“Failure Review Board(s)” for the stated Launch Risk Refund Amount that the
Customer has procured, ****.


 


19.2         Not Used


 


19.3         Terms Governing
Refund The
following conditions will apply to Launch Risk Refund Protection:


 


19.3.1            Customer
will pay the Contract Price, as specified in Paragraph 4.1 entitled “Contract
Price,” which includes the Refund Fee.


 


19.3.2            In
the event that the Launch Service is a Total Failure or Constructive Total
Failure, as determined under Paragraph 19.5 entitled “Failure Review Board(s),”
Contractor shall pay to Customer a Refund equal to the amount of the stated
Launch Risk Refund amount that the Customer has procured, ****.


 


19.3.3            In
the event that the Launch Service is a Partial Failure, as determined under
Paragraph 19.5 entitled “Failure Review Board(s),” Contractor shall pay to
Customer a Refund equal to a prorated amount of the stated Launch Risk Refund
amount Customer has procured, ****. Customer’s right to a Refund in connection
with one Launch Service is not transferable to another Launch Service, if any,
under this Contract. The proration to be applied to determine the appropriate
Refund shall be calculated as follows


 


****


 


Where, Cp (capability percentage) equals the percentage, if any,
greater than ****  of planned lifetime
(less any margin) or operational capacity (after application of all redundant
and spare components) expected after Partial Failure.


 


19.3.4            Not
Used


 


19.3.5            Not
Used


 


19.3.6            Refunds
will be paid within sixty (60) days after a Partial Failure, Total Failure or
Constructive Total Failure, as the case may be, is confirmed under Paragraph
19.5 entitled “Failure Review Board(s).”


 


19.3.7            In
no event shall the aggregate amount of any Refund in connection with a Launch
Service exceed the stated Launch Risk Refund amount Customer has procured,
****.


 


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19.3.8            The
Launch Risk Refund Protection will attach upon Launch and will terminate upon
the earliest to occur of (a) a Total Failure or Constructive Total Failure, (b)
Partial Failure, or (c) Satellite Separation. Damage to the Satellite following
Satellite Separation but caused by the Launch Vehicle shall be deemed to have
occurred prior to Satellite Separation for purposes of Launch Risk Refund
Protection.


 


19.3.9            Customer
will at all times act with due diligence and will do all things practicable and
reasonable to avoid or diminish any loss or degradation of the lifetime or
operational capability of the Satellite. Prior to Launch, Customer will provide
to Contractor all information including, but not limited to, Satellite
specifications, operating conditions, performance parameters and changes
thereto that could materially affect the risk of loss of or damage to the
Satellite or Launch Vehicle, as well as all amendments to the contract for the
procurement of the Satellite. Both before and after Launch, Customer will
respond to all reasonable written requests by Contractor for information and/or
certifications relating to Satellite design, test and quality control. If the
Customer’s Satellite specifications, operating conditions, performance parameters
and/or changes thereto and such changes affect the risk of loss of or damage to
the Satellite or the Launch Vehicle, then Contractor shall be entitled to
renegotiate the terms of this Article 19, including but not limited to a change
in the fees chargeable for such Launch Risk Refund Protection, or to terminate
such protection and return all fees paid to date for such protection to
Customer, subject to evidence that such risk cannot be insured and, if
insurable at a higher cost, that the Customer has elected not to pay such
costs.  If any fee chargeable for Launch
Risk Refund Protection results from a change of Customer’s Satellite
specifications, operating conditions or performance parameters and such changes
affect the risk of loss in a less than material manner, Contractor shall be
responsible for the increased fee.


 


19.3.10          In
the event Customer believes a Total Failure, Constructive Total Failure or
Partial Failure has occurred for which it is entitled to a Launch Risk Refund
Protection as applicable hereunder, Customer shall give written notice of the
occurrence to Contractor as soon as possible, but in no event later than the
earlier of (a) sixty (60) days after a Corporate Officer or Director of
Customer becomes aware of the occurrence or (b) one hundred and eighty (180)
days after the termination of risk specified in Paragraph 19.4.1. If Customer
believes the occurrence entitles it to claim a Launch Risk Refund Protection as
applicable hereunder, Customer shall


 


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deliver to Contractor a sworn and notarized proof of loss in such form
and including such information as Contractor may reasonably require and request
as soon as practicable, but in no event later than one hundred thirty-five
(135) days after the delivery of the notice of occurrence.   Upon completion of investigation or review
of the cause or effects of the loss or failure, Customer shall provide to
Contractor any final official report resulting from such investigation or
review, and produce for inspection and copying all pertinent records, invoices,
receipts, contracts and any other documentation available to Customer to
support the loss.


 


19.3.11          In
the event that any Refund associated with the Launch Risk Refund Protection
hereunder, whether total or partial, is made to Customer and it is later
determined that the anticipated degradation of the lifetime or operational
capability of the Satellite is reduced or eliminated, Customer will return to
Contractor, within forty five (45) days of such determination, (a) the entire
Refund amount in the event that the anticipated degradation of the lifetime or
operational capability of the Satellite is eliminated, or (b) an amount such
that the Refund retained by Customer equals the amount that would have been
paid for the extent of degradation as revised in the event that anticipated
degradation of the lifetime or operational capability of the Satellite is
reduced, less any cost reasonably incurred to restore the Satellite lifetime or
operational capability.


 


19.3.12                    In the event that a Launch Service is declared a
Constructive Total Failure or Partial Failure and a Refund is provided by
Contractor associated with this Launch Risk Refund Protection, Contractor shall
be entitled to a pro rata salvage value of the Satellite (taking into account
other insured interests) to the extent of such Refund. Salvage value shall
extend to any revenues or equivalent goods and services and other proceeds
derived from the sale, lease or other use or disposal of the Satellite or any
affected portion thereof.


 


19.3.13          Customer’s
right to a Launch Risk Refund Protection or Refund shall be void if (a) the
Customer conceals or misrepresents, in writing or otherwise, any material fact
or circumstance concerning this Launch Risk Refund Protection, or (b) the
Customer defrauds or attempts to defraud Contractor or its insurers, whether
before or after a loss.


 


19.3.14          Contractor
shall have no obligation to provide Launch Risk Refund Protection under this
Article 19 for any loss, damage or failure caused by or resulting from:


 


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19.3.14.1          War,
hostile or warlike action in time of peace or war, including action in hindering,
combating or defending against an actual, impending, or expected attack by any
government or sovereign power (de jure or de facto); any authority maintaining
or using a military, naval or air force; a military, naval or air force; or any
agent of any such government, power, authority or force.


 


19.3.14.2          Any
anti-satellite device or device employing atomic or nuclear fission and/or
fusion, or device employing laser or directed energy beams.


 


19.3.14.3          Insurrection,
strikes, riots, civil commotion, rebellion, revolution, civil war, usurpation
or action taken by a government authority in hindering, combating or defending
against such an occurrence whether there be a declaration of war or not.


 


19.3.14.4          Confiscation
by order of any government or governmental authority or agency (whether secret
or otherwise), or public authority.


 


19.3.14.5          Nuclear
reaction, nuclear radiation or radioactive contamination of any nature, whether
such loss or damage be direct or indirect, except for radiation naturally occurring
in the space environment.


 


19.3.14.6          Electromagnetic
or radio frequency interference, except for physical damage to the Launch
Vehicle or Satellite and/or directly resulting from such interference.


 


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19.3.14.7          Willful
or intentional acts of Customer, or any person authorized by Customer (except
the Range Safety Officer) to have access to the Satellite and/or Launch
Vehicle, designed to cause loss or failure of the Satellite and/or Launch Vehicle.


 


19.3.14.8          Loss
of revenue, extra expenses, incidental damages or consequential damages


 


19.3.14.9          Claims
made against Customer by third parties


 


19.4         The Launch Risk Refund Protection is
limited to the Launch Risk Refund amount that Customer has procured payable in
accordance with the provisions of this Article 19.


 


19.5         Failure Review
Board(s)
In the event of a suspected Partial Failure, Total Failure or Constructive
Total Failure, implementation of this Article 19 shall be based on the findings
of the Launch Service Failure Review Board. Customer may elect to form, at its
sole and unilateral discretion, a Satellite Failure Review Board.  Such Satellite Failure Review Board shall be
permitted to provide data, analyses, and other information to the Launch
Service Failure Review Board that the Launch Service Failure Review Board shall
consider, if relevant to the determination of launch vehicle performance, in
its findings.  Customer will be entitled
to present findings/evidence of the Satellite Failure Review Board in the event
of a material disagreement with respect to the determination of facts or
conclusions of the Boards with regard to whether a Partial, Total or
Constructive Failure occurred.  Customer
will receive notice of the findings of the Launch Service Failure Review Board
and Contractor shall receive notice of the Satellite Failure Review Board from
Customer. If Contractor has not already convened a Failure Review Board to
evaluate a suspected Total Failure, Constructive Total Failure or Partial Failure,
then Customer may give written notice to Contractor requesting that a Failure
Review Board be convened.


 


19.5.1            The
Launch Service Failure Review Board shall consist of those technical
disciplines determined by Contractor to be necessary to assess the failure, its
cause and necessary corrective action, if any, required for future launches.
Customer may provide representation to the Launch Service Failure Review Board,
but such representation shall be limited to data review, consultation and
recommendation only. Customer will provide evidence of the damage, if any, to
the Satellite as a result of the failure. The Launch Service Failure Review
Board shall make a determination


 


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of whether there has been a Partial Failure, Total Failure or
Constructive Total Failure.


 


19.5.2            If
convened by the Customer, The Satellite Failure Review Board shall consist of
those technical disciplines determined by Customer to be necessary to determine
functionality of the satellite and cause or any degredation. Contractor may
provide representation to the Satellite Failure Review Board, but such
representation shall be limited to data review, consultation and recommendation
only. Contractor will provide evidence as to the performance of the Launch Vehicle.  Data, analyses, and other information may be
provided by the Satellite Failure Review Board to the Launch Service Failure
Review Board if, in the reasonable determination of the Satellite Failure
Review Board, such information will or may have a bearing on the determination
of the Launch Service Review Board.  Any
such data, analyses, and other information shall be provided in writing.


 


19.5.3            In
the event the Launch Service Failure Review Board fails to render a decision
within ninety (90) days of the Launch or Customer and Contractor do not
otherwise reach mutual agreement as to occurrence of a Total Failure,
Constructive Total Failure or Partial Failure, or in the event Customer or
Contractor disagrees with the findings of the Launch Service Failure Review
Boards, both Customer and Contractor shall promptly and without undue delay,
each appoint an expert in the field who is independent from both Customer or
Contractor. The two (2) experts shall appoint a third expert who is independent
from both Customer and Contractor.  In
the event the experts fail to agree upon appointment of a third expert within
thirty (30) days of written notice by Customer and Contractor to appoint a
third expert, Customer and Contractor agree to allow The International Chamber
of Commerce to select such third expert. The three (3) experts shall review all
of the materials provided to the Failure Review Board and, following this
review, transmit their findings in writing to Customer and Contractor at the
same time. All decisions of this panel of three experts shall be by majority
vote. Customer and Contractor agree to be bound by the findings and/or
appraisal of the three (3) experts provided for under this Article or, if the
first two experts should disagree, by the majority vote of the three experts
provided for under this Article. Customer and Contractor shall each be
responsible for the cost of the selection and use of their respective appointed
expert, and both Customer and Contractor shall share equally the cost of the
selection and use of the third expert. The panel of three experts if


 


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necessary, shall conduct their review and determination in accordance
with the Commercial Arbitration Rules of the International Chamber of Commerce.


 


19.6         Contractor recognises that Customer
intends to purchase additional insurance for the Satellite(s) and if requested,
Contractor will use its reasonable efforts to**** with the terms of such
insurance without increasing the **** and provided always that the Contractor
shall not be liable to Customer if this cannot be achieved.  Should the Contractor be unable to achieve
such **** at the increased rate, if available.


 


19.7         Contractor and Customer agree that the
Satellite performance degradation (Cp) parameters in this Contract shall be as
specified in Customer’s insurance policy purchased from the commercial space
insurance market.


 


19.8         Contractor and Customer shall each utilize
reasonable efforts to complete the activities under Paragraphs 19.6 and 19.7 no
later than **** prior to any Launch under this Contract unless Inmarsat
notifies ILS that a lesser period is required because of then prevailing market
conditions or when Customer places its insurance policy for any affected Launch
under this Contract, whichever occurs first.


 


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ARTICLE 20


****


 


ARTICLE 21

TERMINATION


 


21.1         Termination by
Customer for Convenience  Customer may terminate any Launch Service under this
Contract for any reason at its convenience following written notice to
Contractor given at least thirty (30) days prior to the then-scheduled Launch
Period or Launch Date. If Customer terminates a Launch Service under this
Paragraph 21.1, Contractor shall be entitled to retain the Termination Charge
set forth in Paragraph 21.8.


 


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


 


21.3         ****


 


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21.4         Other Customer Termination Rights****


 


21.5         Termination by
Contractor for Non-Payment  Contractor may terminate a Launch Service under this
Contract if Customer fails to make any payment to Contractor relating to such
Launch Service on the due date as required by this Contract, provided Customer
fails to remedy such non-payment within thirty (30) days of notice from
Contractor describing such non-payment and stating Contractor’s intent to
terminate the Launch Service. If Contractor terminates a Launch Service in
accordance with this Paragraph 21.5, Contractor shall be entitled to the
Termination Charge set forth in Paragraph 21.8.


 


21.6         Termination by
Contractor for Excessive Launch Postponements Contractor may terminate a Launch
Service under this Contract if Customer has actually postponed or given notice
of postponement of such Launch Service under Article 7 entitled “Launch
Schedule Adjustments” for more than the permissible postponements under said
Article. If Contractor does not provide a notice of termination to Customer
within sixty (60) days of postponement or notice of postponement by Customer,
Contractor waives its right to terminate the postponed Launch Service under
this Paragraph 21.6 unless Customer further postpones the Launch Service under
Article 7. If Contractor terminates a Launch Service in accordance with this
Paragraph 21.6, Contractor shall be entitled to retain the Termination Charge
set forth in Paragraph 21.8.


 


21.7         Termination
Date The
effective termination date of any Launch Service terminated under this Article
21 shall be the date of receipt of notice of termination.


 


21.8         Termination
Charge If
a Launch Service is terminated in accordance with the provisions of Paragraphs
21.1, 21.5 or 21.6, Contractor may retain as a Termination Charge an amount
equal to **** of all other amounts paid or due but unpaid under Article 5
entitled “Payment” as of the effective termination date for the terminated
Launch Service(s). If such effective termination date falls between the payment
due dates, the Termination Charge attributable to such partial period shall be
prorated through the effective termination date. Customer will pay to
Contractor any unpaid portion of the Termination Charge within thirty (30) days
of Contractor’s invoice. Contractor shall refund to Customer any amount paid,
without interest, under this Contract for the terminated Launch Service(s) in
excess of the Termination Charge within thirty (30) days of the effective
termination date for such Launch Service(s).


 


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21.9         Effect of
Termination  If
either Party terminates one or more Launch Service(s) or this Contract under
this Article 21, both Parties’ obligations under this Contract with
respect to such Launch Service(s) shall be discharged as of the Launch
Service(s) effective termination date except that Customer’s obligation to pay
the Termination Charge described in Paragraph 21.8 shall survive the
termination of this Contract. If less than all Launch Service(s) to be
furnished under this Contract are terminated pursuant to this Article 21, the
provisions of this Article shall apply to the terminated Launch Service(s)
only, and the Parties shall continue to perform their obligations with respect
to any Launch Service(s) not terminated under this Article. If all remaining
Launch Service(s) to be furnished under this Contract are terminated pursuant
to this Article 21, the entire Contract shall be deemed to have been terminated
as of the effective termination date of the last terminated Launch Service.


 


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ARTICLE 22

DISPUTE RESOLUTION


 


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


 


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


 


22.3         Mediation Any dispute arising hereunder that is
not promptly resolved through the negotiation procedure described in Paragraph
22.2 shall be referred to mediation. Mediation shall be an informal,
non-binding dispute resolution process mutually agreed by the Parties or by a
mutually acceptable alternative dispute resolution organization. If such
mediation does not satisfactorily resolve the dispute within ninety (90) days
of referral of the dispute to the senior management of the Parties, either
party may institute court proceedings as set forth in Paragraph 22.4 below.


 


22.4         Any
dispute or disagreement arising between the Parties in connection with the
interpretation of any Article or provision of this Contract, or the compliance
or non-compliance therewith, or the validity or enforceability thereof, or any
other dispute related to this Contract which is not settled to the mutual
satisfaction of the Parties through negotiation, mediation as provided in this
Article shall be settled by arbitration in accordance with the Commercial
Arbitration Rules of the International Chamber of Commerce in effect on the
date that such notice is given. 
Arbitration shall be held in Geneva, Switzerland.


 


22.5         Either
Party demanding arbitration of a controversy shall, in writing, specify the
matter to be submitted to arbitration and, simultaneously, choose and nominate
a competent individual to act as an arbitrator.  Thereupon, within fifteen (15) days after receipt of such written
notice, the other Party shall, in writing, choose and nominate a second
competent arbitrator.  The two arbitrators
so chosen shall promptly endeavor to select a third arbitrator.


 


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If the two
arbitrators fail to agree upon a third arbitrator within a period of seven (7)
days, or if, for any other reason, there is a lapse in the naming of an
arbitrator or arbitrators, or in the filling of a vacancy, or in the event of
failure or refusal of any arbitrator(s) to attend to or fulfill his or their
duties, then upon application by either Party to the controversy, an arbitrator
or arbitrators shall be named by the International Chamber of Commerce.


 


22.6         Not Used


 


22.7         The arbitration award made shall be final
and binding upon the Parties and judgment may be entered thereon, upon the
application of either Party to any court having jurisdiction.  The relief that may be awarded by the
arbitrators under any arbitration arising from this Contract may not exceed
actual compensatory damages. In no event may the arbitrators award special,
incidental, consequential or punitive damages.


 


22.8         Each Party shall bear the cost of
preparing and presenting its case.  The
cost of arbitration, including the fees and expenses of the third arbitrator,
will be shared equally by the Parties unless the award otherwise provides.


 


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


 


ARTICLE 23

CONFIDENTIALITY


 


23.1         Contract
Provisions


 


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


 


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


 


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


 


23.2.1            “Proprietary
Information” (i) shall be that information, data or material in written form
that is conspicuously marked “Proprietary,” and that is delivered by Contractor
or by Customer, as the case may be, to the representative designated for
receipt thereof by the other Party, as set forth in Paragraph 9.1 of this
Contract and (ii) shall include all copies in whole or in part made of such
information, data or material or derivative uses thereof. Oral disclosure, if
identified as “Proprietary Information” prior to disclosure, will be treated as
proprietary under this Article provided that the oral information is reduced to
writing and a copy marked as “Proprietary” is sent to the recipient within
thirty (30) days of such disclosure.


 


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


 


23.2.3            Each
Party agrees to restrict disclosures of the Proprietary Information of the
other Party to only those having a need to know in the performance of this
Contract and to have all such Proprietary Information protected with a level of
care similar to that normally used to protect its own Proprietary Information
of a similar nature within its own organization but in no event less than
reasonable care. If such care is used, the recipient shall not be liable for
the unauthorized disclosure of Proprietary Information.


 


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


 


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


 


23.2.4.2            If
the Proprietary Information is in a written record in one Party’s files prior
to its receipt from the other Party and is not otherwise restricted as to its
use or disclosure;


 


23.2.4.3            If
either Party at any time lawfully obtains the Proprietary Information in
writing from a Third Party under circumstances permitting its disclosure;


 


23.2.4.4            If
the Proprietary Information is disclosed with the prior written consent of the
other Party, provided such disclosure complies in all respects with the terms
of the written consent;


 


23.2.4.5            When
the Proprietary Information is disclosed more than six (6) years after the date
of receipt of the information.


 


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


 


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


 


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ARTICLE 24

INTELLECTUAL PROPERTY


 


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


 


24.2         Customer grants to Contractor and its
affiliates a royalty-free, nonexclusive, non-transferable right to use the
trademarks/logos of Customer listed in Annex C (“Licensed Marks”) on
Contractor’s Launch Vehicle(s) used in connection with the Launch Service(s),
and in connection with all advertising and marketing activities occurring prior
to, during and subsequent to the Launch(es) (“Licensed Uses”). Customer
represents that it is the owner of all rights, title and interest in and to the
Licensed Marks and the goodwill associated with the Licensed Marks. Contractor’s
use of the Licensed Marks in connection with the Contractor’s Licensed Uses
shall inure to the benefit of Customer and shall be of a quality commensurate
with the quality of the products and services of Customer.


 


ARTICLE 25

RIGHT OF OWNERSHIP AND CUSTODY


 


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


 


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


 


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ARTICLE 26

AMENDMENT


 


Except as may be specifically provided elsewhere in
this Contract, any amendment, modification or change to this Contract,
including but not limited to launch requirements, changes in quantity or
schedule adjustments, may only be made in writing and upon mutual agreement of
Customer and Contractor.


 


ARTICLE 27

GOVERNING LAW


 


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


 


27.2         Customer is subject to civil and
commercial law with respect to its obligations hereunder, and the execution,
delivery and performance of this Contract by Customer constitute private and
commercial acts rather than public or governmental acts. Neither Customer nor
any of its property has any immunity from jurisdiction of any court or from
set-off or any legal process (whether through service or notice, attachment
prior to judgment, attachment in aid of execution, execution or otherwise)
under applicable law.


 


ARTICLE 28

WAIVER OF BREACH


 


The failure of either Party, at any time, to require
performance of the other Party of any provision of this Contract shall not
waive the requirement for such performance at any time thereafter.


 


ARTICLE 29

ASSIGNMENT


 


This Contract shall not be transferred, assigned in
full, as security or otherwise or delegated to any other individual, firm,
institution, organization or government agency by either Party without the
prior written consent of the other Party, except for assignments or delegations
made by a Party to its parent company, a subsidiary of such Party or its parent
company, or a division. Consent to assignment or delegation by either Party
shall not be unreasonably withheld. Any attempted assignment or delegation,
without such consent, shall be void and without effect. Any permitted
assignment or delegation shall not act to release a Party from its obligations
under this Contract unless the consent to assignment or delegation from the
other Party specifically provides for such release.


 


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ARTICLE 30

ORDER OF PRECEDENCE


 


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


 


Articles 1 through 32


Annex A –
“Statement of Work”


All other Annexes
to this Contract.


 


ARTICLE
31

ENTIRE AGREEMENT


 


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


 


ARTICLE 32

SEVERABILITY


 


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


 


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


 


	
  For Customer

  	
  For Contractor

  
	
   

  	
   

  
	
   

  	
   

  
	
  INMARSAT
  LIMITED

  	
  LOCKHEED
  MARTIN

  COMMERCIAL LAUNCH SERVICES, INC.

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ L.
  TRAINI

  	
   

  	
  Signature:

  	
  /s/ WENDY
  MIHALIC

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  L. Traini

  	
   

  	
  Name:

  	
  Wendy
  Mihalic

  
	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Director,
  Procurement and Contracts

  	
   

  	
  Title:

  	
  Director,
  Commercial Sales

  



 


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ANNEX A – STATEMENT OF WORK


 


LAUNCH SERVICES FOR THE


INMARSAT FOURTH GENERATION SATELLITES


 


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A-1

















 


	
  1.   INTRODUCTION

  	
   

  
	
   

  	
   

  
	
  1.1

  	
  Scope

  	
   

  
	
   

  	
   

  	
   

  
	
  1.2

  	
  Responsibility

  	
   

  
	
   

  	
   

  	
   

  
	
  1.3

  	
  Inmarsat 4 Spacecraft Programme
  Key Dates

  	
   

  
	
   

  	
   

  	
   

  
	
  1.4

  	
  Technical Requirements

  	
   

  
	
   

  	
   

  	
   

  
	
  2.   SUPPORT SERVICES TO BE PROVIDED BY THE LAUNCH SERVICES CONTRACTOR

  	
   

  
	
   

  	
   

  
	
  2.1

  	
  Mission Analyses

  	
   

  
	
   

  	
   

  	
   

  
	
  2.2

  	
  Safety

  	
   

  
	
   

  	
   

  	
   

  
	
  2.3

  	
  Government Authorisations

  	
   

  
	
   

  	
   

  	
   

  
	
  2.4

  	
  Spacecraft
  Processing at Launch Site

  	
   

  
	
   

  	
   

  	
   

  
	
  2.5

  	
  Not
  Used

  	
   

  
	
   

  	
   

  	
   

  
	
  2.6

  	
  Launch Operations

  	
   

  
	
   

  	
   

  	
   

  
	
  2.7

  	
  Spacecraft Support

  	
   

  
	
   

  	
   

  	
   

  
	
  2.8

  	
  Launch Rehearsals

  	
   

  
	
   

  	
   

  	
   

  
	
  3.   DELIVERABLE ITEMS

  	
   

  
	
   

  	
   

  
	
  3.1

  	
  Hardware

  	
   

  
	
   

  	
   

  	
   

  
	
  3.2

  	
  Documentation

  	
   

  
	
   

  	
   

  	
   

  
	
  4.   MEETINGS AND REVIEWS

  	
   

  
	
   

  	
   

  
	
  4.1

  	
  General

  	
   

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Design Reviews

  	
   

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Anomaly / Failure Reviews

  	
   

  
	
   

  	
   

  	
   

  
	
  4.4

  	
  Delivery Review Boards

  	
   

  
	
   

  	
   

  	
   

  
	
  4.5

  	
  Launch Readiness Review

  	
   

  
	
   

  	
   

  	
   

  
	
  4.6

  	
  Prior
  Launch Review

  	
   

  
	
   

  	
   

  	
   

  
	
  5.   QUALITY ASSURANCE

  	
   

  
	
   

  	
   

  
	
  5.1

  	
  Quality Control Plan

  	
   

  
	
   

  	
   

  	
   

  
	
  5.2

  	
  Hardware Inspections

  	
   

  



 


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1.                            INTRODUCTION


 


1.1                                        Scope


 


This Statement
of Work describes the work required to provide a complete range of launch
services to support the launch of up to three Inmarsat-4 spacecraft. Details of
the spacecraft interface and mission requirements are given in the
“Inmarsat-4/Launch Vehicle Interface Requirements Document (Inmarsat 4
Addendum)” which is included as Annex B of this Contract.


 


1.2                                        Responsibility


 


The Launch
Services Contractor shall be responsible for the manufacture, assembly and test
of the candidate launch vehicle(s), the compatibility of launch
vehicle/spacecraft interfaces, specific mission analyses, the arrangements for
spacecraft processing at the launch site and subsequent integration with the
launch vehicle, and the associated launch and support activities for the
selected mission.


 


Inmarsat, in
conjunction with the spacecraft supplier, shall be responsible for the
provision of all technical, interface and programme data required by the launch
services contractor and for the spacecraft processing activities at the launch
site.  Inmarsat shall additionally be
the responsible interface for the spacecraft orbital network.


 


1.3                                        Inmarsat
4 Spacecraft
Programme Key Dates


 


The following
key dates for the Inmarsat-4 spacecraft programme are provided for information
only:


 


	
   

  	
  •

  	
  Contract Start

  	
   

  	
  11 May 2000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Preliminary Design Review

  	
   

  	
  29 Sep 2000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Critical Design Review

  	
   

  	
  12 Nov 2001

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Start of Protoflight
  Mechanical Testing Note 1

  	
   

  	
  16 Oct 2002

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Protoflight Spacecraft
  Delivery to Launch Site:

  	
   

  	
  11 Jul 2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Start of Flight 2 Mechanical
  Testing Note 1

  	
   

  	
  10 Dec 2002

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Flight 2 Delivery to Launch
  Site

  	
   

  	
  6 Nov 2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Start of Flight 3 Mechanical
  Testing Note 1

  	
   

  	
  15 May 2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Flight 3 Delivery to Launch
  Site

  	
   

  	
  08 Mar 2004

  



 












Note 1:             Launch
vehicle adapter fit check and clampband release test will be performed during
mechanical testing of the first spacecraft foreseen for a particular launch
vehicle. Fit checks on all other spacecraft will be performed, at latest, on
arrival at the launch site.


 


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1.4                                        Technical
Requirements


 


The following
reference document is included as Annex B to the Contract:


 


•                  Inmarsat-4/Launch Vehicle Interface
Requirements Document (Inmarsat-4 Addendum) INM4.SP.0002.S.MMS, Version 2, Rev.
1 (DRAFT), April 2001


 


This document
will be used as the basis for the Interface Control Document (ICD) to be
prepared after contract kick-off.


 


2.                            SUPPORT
SERVICES TO BE PROVIDED BY THE LAUNCH SERVICES CONTRACTOR


 


2.1                                        Mission
Analyses


 


The Launch
Services Contractor shall conduct sufficient mission-specific analyses in order
to optimise the launch flight profile so as to maximise the spacecraft on orbit
lifetime. The Launch Services Contractor shall also perform all necessary
analyses in order to demonstrate the compatibility of the spacecraft with the
launcher-induced environment throughout the mission profile.


 


The analyses
to be performed shall include, but not be limited to:


 


2.1.1                             trajectories up to separation;


 


2.1.2                             separation analyses, all phases, as well as
collision avoidance;


 


2.1.3                             orbit characteristics and dispersions;


 


2.1.4                             dynamic coupled loads analyses;


 


2.1.5                             acoustic level analyses;


 


2.1.6                             ascent venting analyses;


 


2.1.7                             critical clearance analyses;


 


2.1.8                             thermal analyses;


 


2.1.9                             radio frequency / EMC analyses;


 


2.1.10                      post-flight analysis using launcher telemetry
and orbit tracking data.


 


2.2                                        Safety


 


The Launch Services Contractor shall define the safety
rules governing the design, handling and operation of the spacecraft at the
launch facilities and when integrated with the launch vehicle.  The means by which compliance with these
rules is to be obtained should also be detailed.


 


The Launch
Services Contractor shall act on Inmarsat’s behalf in gaining the necessary
approvals from third party authorities for spacecraft safety submissions,
hazardous procedures and any associated waivers.


 


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2.3                                        Government Authorisations


 


The Launch
Services Contractor shall obtain all the necessary government and/or customs
authorisations associated with the launch of the Inmarsat-4 spacecraft.


 


2.4                                        Spacecraft Processing at Launch Site


 


The Launch
Services Contractor shall provide the following facilities, equipment and
services to be used in support of spacecraft processing at the launch site for
a period of up to eight weeks; the technical requirements related to these
activities are contained in Annex B:


 


2.4.1                             unloading and transportation of the spacecraft
and its associated ground checkout equipment from the relevant airport to the
spacecraft processing facilities, inclusive of unloading and local handling
after arrival at the facilities;


 


2.4.2                             loading, transportation and unloading of the
spacecraft and its associated ground checkout equipment between facilities
associated with different phases of the launch campaign;


 


2.4.3                             storage of equipment as required during the
launch campaign;


 


2.4.4                             spacecraft integration facilities (Class
100,000) and associated services to support local and remote spacecraft
checkout;


 


2.4.5                             appropriate control of the spacecraft
environment (thermal, cleanliness etc.) at all times from arrival at the launch
site, spacecraft processing, encapsulation, launch pad and ascent phase;


 


2.4.6                             hazardous processing facilities for spacecraft
fueling and pressurisation;


 


2.4.7                             handling and storage of pyrotechnic devices,
propellants (including xenon) and pressurant;


 


2.4.8                             disposal of hazardous waste materials;


 


2.4.9                             provision of sufficient quantities of liquid
solvents for cleaning purposes, helium/nitrogen gas and liquid nitrogen supplies;


 


2.4.10                      technical workshop support as available;


 


2.4.11                      office accommodation, furniture, supplies,
photocopying facilities and associated secretarial services for up to 50
Inmarsat and spacecraft contractor personnel. Ideally the offices should be
wired to allow Inmarsat to establish an Ethernet based local area network. Note
that Inmarsat and the spacecraft contractor will be responsible for providing
their own computers and printers, but on-site maintenance and technical
assistance should, if possible, be provided by the Launch Services Contractor;


 


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2.4.12                      telephone, fax and ISDN equipment and services,
with direct access to international networks. At least some of the telephone connections
shall be analogue, so as to support connection of standard computer modems for
data transfer;


 


2.4.13                      spacecraft weighing and CG measurement (dry and
wet);


 


2.4.14                      propellant chemical analysis and cleanliness
analysis facilities for propellant (including xenon) and pressurant loaded in
the ground support equipment (GSE) and the spacecraft;


 


2.4.15                      storage of the spacecraft and associated GSE
outside the normal launch campaign;


 


2.4.16                      protective clean-room clothing supplies for
normal operations and specialist protective garments and associated safety aids
for hazardous operations;


 


2.4.17                      provision of safety training as appropriate for
Inmarsat and spacecraft contractor staff;


 


2.4.18                      emergency medical services;


 


2.4.19                      security services to control access to the
Inmarsat-4 spacecraft, test equipment and processing facilities;


 


2.4.20                      transportation / handling / test aids and
facilities to support spacecraft integration with the launch vehicle;


 


2.4.21                      post-launch packing, transportation and loading
of spacecraft GSE and associated equipment for shipment to the spacecraft
contractors facilities;


 


2.4.22                      where appropriate, suitable living
accommodation for Inmarsat and spacecraft contractor personnel;


 


2.4.23                      provision of a photographic record of all key
activities during the launch campaign, and a video record of the launch.


 


2.4.24                      if required, the Launch Services Contractor
shall procure propellants (MMH and NTO) on Astrium’s behalf and arrange for
storage of the propellants at or in the vicinity of the launch site for up to
45 days.


 


2.5                                        Not Used


 


2.6                                        Launch
Operations


 


The Launch
Services Contractor shall conduct the launch operations up to spacecraft
separation on orbit.  The proposal
should include a description of all necessary range support and tracking
services.  A prediction of the
spacecraft orbit and attitude data at injection is to be provided within 30
minutes of separation, based upon launch vehicle telemetry and downrange
tracking data.


 


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2.7                                        Spacecraft
Support


 


The Launch
Services Contractor shall provide:


 


2.7.1                             The flight launch vehicle adapter, clampband
and separation system, and personnel to support a fit-check and separation
shock test with the first spacecraft at the supplier’s integration
facilities.  The Launch Services
Contractor shall be responsible for transporting the adapter, clampband and
separation system to and from Toulouse. A fit-check is to be performed between
each subsequent spacecraft and its flight designated adapter, at latest on
arrival at the launch site.


 


2.7.2                             specialist technical support during the
spacecraft environmental test phase, notably mechanical tests on the first
spacecraft in the series. In particular, the technical representative shall be
present during sine vibration tests to authorise proposed notching levels.


 


2.7.3                             facilities as appropriate (e.g. RF transparent
windows or repeater) to allow spacecraft TT&C RF testing on the launch pad
..


 


2.8                                        Launch
Rehearsals


 


Inmarsat and
spacecraft contractor staff shall be invited to participate in all launch
rehearsals prior to each Inmarsat-4 launch. Communications links as appropriate
shall be provided to allow personnel in Inmarsat’s Satellite Control Centre to
monitor spacecraft telemetry and to participate as required in the rehearsals.


 


3.                            DELIVERABLE
ITEMS


 


3.1                                        Hardware


 


As well as the
agreed number of launch vehicles, the following items of equipment shall be
delivered by the launch service provider:


 


3.1.1                             The appropriate number of launch vehicle
adapter and separation systems for flight.


 


3.1.2                             Standard launch vehicle fairings, with location
of access doors, RF transparent windows or repeater antennas, logos etc to be
mutually agreed between Inmarsat and the Launch Services Contractor.


 


3.1.3                             Two sets of umbilical connectors per
spacecraft  (a “set” is a matching pair
of male and female connectors).


 


3.2                                        Documentation


 


3.2.1                             General


 


All
documentation shall be delivered in electronic format where practical.


 


3.2.2                             Documents to be Delivered by Inmarsat 


 


Inmarsat shall
deliver the documentation listed in Table 8.4.1-1 of Annex B during the
execution of the launch services contract


 


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It should be
noted that the “Due Dates” given in the referenced table are only indicative;
the attached Figure 1 shall be considered as the current baseline, to be
updated following the kick-off meeting.


 


3.2.3                             Documents to be Delivered by the Launch
Services Contractor


 


The Launch
Services Contractor shall deliver the documentation listed in Table 8.5.1-1 of
Annex B during the execution of the launch services contract. It should be
noted that the “Due Dates” given in the referenced table are only indicative;
the attached Figure 1 shall be considered as the current baseline, to be
updated following the kick-off meeting.


 


In addition,
the Launch Services Contractor shall deliver the following documentation in
support of management and quality control of the contract:


 


•                                Master Planning Schedules, including
qualification and flight hardware delivery dates, to be delivered at EDC and
updated monthly;


 


•                                Monthly Progress Reports;


 


•                                a Development Plan, together with
key milestone dates, for all new or modified hardware and software;


 


•                                Design and Qualification Status
Reports for all new or modified hardware and software;


 


•                                all waivers, deviations and
non-conformance reports pertaining to the launch vehicles designated for
Inmarsat-4.


 


3.2.4                             Vehicle Performance Data


 


The Launch
Services Contractor shall provide Inmarsat with post-launch vehicle performance
data, excluding customer proprietary data, for all Atlas V launches preceding
the Inmarsat-4 launch.


 


4.                            MEETINGS
AND REVIEWS


 


4.1                                        General


 


The list of
meetings and reviews foreseen in support of the Inmarsat-4 Launch Services
Contract is given in Table 8.2.2-1 of Annex B. 
It should be noted that the dates given in the referenced table are only
indicative; the attached Figure 1 shall be considered as the current baseline,
to be updated following the kick-off meeting.


 


It is foreseen
that formal Programme Management Reviews involving Inmarsat senior management
will be held on a quarterly basis. In addition, monthly progress meetings are
foreseen.


 


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4.2                                        Design
Reviews


 


Inmarsat shall
be invited to attend major reviews for all new or modified (i.e. not previously
successfully flown in the Inmarsat-4 configuration) hardware and software.


 


4.3                                        Anomaly
/ Failure Reviews


 


Inmarsat shall
be invited to attend any reviews covering manufacturing and test anomalies
associated with the assigned launch vehicle hardware, software or ground
support equipment.


 


In addition,
Inmarsat shall be invited to attend review boards investigating failures or
in-flight anomalies in launch vehicles of the same or similar design to that
foreseen for Inmarsat-4.


 


4.4                                        Delivery
Review Boards


 


Inmarsat shall
be invited to participate in delivery and/or pre-installation review boards for
each launch vehicle and major sub-assemblies designated for the Inmarsat-4
programme.


 


4.5                                        Launch
Readiness Review


 


Inmarsat shall
be invited to participate in the Launch Readiness Review prior to each
Inmarsat-4 launch.


 


4.6                 Prior Launch Review


 


For each launch of an Atlas V launch vehicle prior to Inmarsat’s launch
hereunder, Contractor shall provide Inmarsat with a timely and extensive
ITAR-compliant post flight briefing. 
Such ITAR-compliant post flight briefings shall be conducted within
eight (8) weeks following each Atlas V launch prior to Inmarsat’s launch
hereunder.


 


5.                            QUALITY
ASSURANCE


 


5.1                                        Quality
Control Plan


 


The Launch
Services Contractor shall provide a Quality Control Plan, outlining the
measures to be taken by the contractor, sub-contractors and suppliers to ensure
the quality of the hardware and software to be delivered to Inmarsat.


 


5.2                                        Hardware
Inspections


 


Inmarsat shall
have the right to inspect any hardware foreseen for the Inmarsat-4 mission at
any stage during the manufacturing and test process.


 


Figure
1


 


****


 


Confidential


 


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