Exhibit 10.1


 


INMARSAT VENTURES LTD





INMARSAT LTD





and





[LESO]




COMMERCIAL FRAMEWORK AGREEMENT


 

















 


COMMERCIAL
FRAMEWORK AGREEMENT


 


	
  Date:

  	
  April 2004

  



 


Parties:


 


1.                                       Inmarsat Ventures
Limited, a limited
company incorporated under the laws of England and Wales with registered number
3674573, whose registered office is at 99 City Road, London,
EC1Y 1AX, United Kingdom (“Ventures”).


 


2.                                       Inmarsat Limited, a limited liability company
incorporated under the laws of England, whose registered office is at
99 City Road, London, EC1Y 1AX, United Kingdom (“Inmarsat”).


 


3.                                       [DISTRIBUTOR], a company incorporated under the
laws of [                  ]
under company number [                ],
whose [registered office]/ [principal place of business] is at
[                ]
(the “Distribution Partner”). 


 


Recitals:


 


A.                                   Inmarsat operates its Space Segment
to provide Existing Services and Evolved Services through Land Earth Station
Operators (“LESOs”), Lease Services, Regional BGAN Services, BGAN Services and
New Services to be distributed, marketed and sold to Service Providers and/or
End Users by Distribution Partners.


 


B.                                     Inmarsat and the Distribution
Partners recognise that there may be Radiodetermination Service business
opportunities relating to the Space Segment that are not covered by this or
other agreements.  In respect of any
such opportunities, Inmarsat and the Distribution Partners will consult with
each other and other relevant third parties to address such business opportunities.


 


C.                                     The Distribution Partner wishes to
distribute, market, incorporate value-added services and sell one or more
Inmarsat Services and, subject to the Distribution Partner meeting the relevant
criteria,  Inmarsat wishes the
Distribution Partner to become a distributor, pursuant to the terms and
conditions of this Agreement and the relevant Distribution Agreement for the
Inmarsat Service to be distributed.


 


D.                                    The parties believe that an
effective distribution chain is fundamental to the overall success in the
market.  To this end, it is intended
that the distribution structure should (1) be appropriate for the distribution
of all Inmarsat Services, and (2) efficiently address the needs of the End
User.


 


IT IS AGREED
AS FOLLOWS:


 


1.1                                 In this Agreement, unless otherwise
explicitly provided:


 


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Affiliate means an “affiliate” of, or a
Person “affiliated” with, a specified Person, is a Person that directly, or
indirectly through one (1) or more intermediaries, controls, or is controlled
by, or is under common control with, the specified Person.  For purposes of the foregoing, “control”
(including the terms “controlling,” “controlled by,” and “under common control
with”) means the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a Person, whether through
the ownership of voting securities or by contract.


 


BGAN Services means services as defined in the
Broadband Global Area Network (BGAN) System Definition Manual, as may be
amended from time to time, that are provided on a demand-assigned basis
and any service provided on a demand assigned basis that is a derivative
thereof that is materially similar to the specification of BGAN Services as of
the commercial launch date.


 


Business Day means a day (excluding Saturdays
and Sundays) on which banks generally are open in England and the country of
the registered office/principal place of business of the Distribution Partner
for the transaction of normal banking services.


 


Charges means in relation to the Existing
Services and Evolved Services those undiscounted demand assigned charges as set
out in Annex G of the LESO Agreement and in respect of Regional BGAN Services
those undiscounted charges as set out in the Regional BGAN wholesale price tariffs,
and with respect to other Inmarsat Services, as stated in the applicable
Distribution Agreement.  For the
avoidance of doubt, Charges do not include any volume discount schemes or other
such price discount schemes.


 


Demand-assigned Revenues means airtime revenues earned by
Inmarsat in respect of the sale of demand-assigned Inmarsat Services (excluding
revenue derived from Leases and Radiodetermination Services).


 


Distribution Agreement means an agreement entered into
between Inmarsat and the Distribution Partner for the distribution of an
Inmarsat Service.


 


DP or Distribution Partner means an entity that has entered
into or will enter into this Agreement as well as at least one Distribution
Agreement with Inmarsat to distribute an Inmarsat Service.


 


Effective Date means 30 November 2003.


 


End User means a person that is the ultimate
user of Inmarsat Services and shall include Procurement Agencies acting on
behalf of an End User.


 


Evolved Service means (i) any service other than an
Existing Service which is provided at any time during the Extended Term via the
Second or Third Generation Satellites, or (ii) any service
constituting part of a global service which utilises traffic channels assigned
in the Regional Spot Beams or the Global Beams of the Fourth Generation
Satellites, or (iii)
any service that may operate from the same physical LES hardware as such LES
hardware is defined in the LES Technical Criteria and Operating Procedures (as
amended from time to time) in effect on the Effective Date.


 


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For the avoidance of doubt, Radiodetermination Services and Lease
Services are not Evolved Services.


 


Existing Service means any service listed in the
Schedule of Charges in Annex G of the LESO Agreement as of the effective
date of that Agreement.


 


Existing Core Segments means the following segments:


 


•                  Military/Security (e.g., law enforcement, border control, Coast Guard)


•                  Government international communications (excluding in-country domestic
communications)


•                  Broadcast: Media


•                  Oil and Gas:  Exploration and Production


•                  Aid and NGOs


•                  Maritime


 


Fourth Generation Satellites means those Satellites known as the
Inmarsat-4 series of Satellites.


 


Governmental Authorisation means any approval, consent,
license, permit, waiver, or other authorisation issued, granted, given, or
otherwise made available by or under the authority of any Governmental Body.


 


Governmental Body means any domestic, foreign,
federal, state, local or other governmental authority or regulatory body
entitled to exercise any administrative, executive, judicial, legislative,
police or regulatory power.


 


Inmarsat Services means Existing Services, Evolved
Services, Lease Services, Regional BGAN Services, BGAN Services and New
Services.


 


Lease Services means the services provided by way
of Space Segment leases as set forth in the Lease Services Provider Agreement.


 


Lease Services Provider means a DP that has entered into a
Lease Services Provider Agreement with Inmarsat.


 


LES or Land Earth Station means the satellite antennas,
switching facilities and related equipment located at a fixed location that
form an interconnection point between the Satellites and the terrestrial
telecommunications networks for the purpose of providing Existing Services or
Evolved Services, or using Space Segment capacity pursuant to a lease.


 


LESO Agreement means the agreement entered into
between Inmarsat and a Land Earth Station Operator dated 15 April 1999 and
any successor agreement thereto executed between Inmarsat and a LESO.


 


New Services means any services introduced by
Inmarsat following the Effective Date other than Existing Services and Evolved
Services, Lease Service, Regional BGAN Services and BGAN Services.


 


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Person means any individual, corporation,
partnership, joint venture, trust, unincorporated organization, association,
pool, syndicate, sole proprietorship or government or agency or political
subdivision thereof or any other form of organization not specifically listed.


 


Procurement Agencies means entities that purchase
Inmarsat Services on behalf of End Users but not for resale at a profit.  For purposes of this Agreement, any
administrative or handling fee charged by the entity shall not constitute “resale
at a profit.”


 


Radiodetermination Services means services provided via
navigation-dedicated satellite transponders on the Third, Fourth or Subsequent
Generation Satellites.


 


Regional BGAN Agreement means an agreement entered into
between a DP and Inmarsat for the distribution of Regional BGAN Services.


 


Regional BGAN Services means services provided pursuant to
the Regional BGAN Agreement.


 


Satellite means an object located beyond the
earth’s atmosphere that is used for radiocommunications and, more particularly
for the purpose of this Agreement, includes any satellite that is owned, leased
and/or operated by Inmarsat now and in the future, including Subsequent
Generation Satellites.


 


Second Generation Satellites means those Satellites known, as of
the Effective Date, as Inmarsat-2 F1 to F4.


 


Selection Criteria means the selection criteria set
out in Annex 2 in relation to the BGAN Services and the criteria developed
during the term of this Agreement for New Services pursuant to Clause 8.


 


Service Providers means those Persons under contract
with the Distribution Partner (or the DP’s Affiliates who purchase Inmarsat
Services from the DP) as of the Effective Date, or who subsequently contract
with the Distribution Partner (or the DP’s Affiliates who purchase Inmarsat
Services from the DP) during the term of this Agreement, to purchase and resell
an Inmarsat Service from the Distribution Partner (or the DP’s Affiliates who
purchase Inmarsat Services from the DP) but excluding from this definition each
such Person twelve months following the expiration or termination, whichever is
sooner, of its contract with the Distribution Partner (or the DP’s Affiliates
who purchase Inmarsat Services from the DP) to distribute an Inmarsat Service
or, during such twelve month period, an organisation that has been created by
the Service Provider for the specific purpose of distributing mobile satellite
services after the date of this Agreement and which conducts materially the
same mobile satellite services business as previously conducted by the Service
Provider.


 


Space Segment means the Satellites, and all other
centralised infrastructure owned, leased, or operated by or on behalf of
Inmarsat to support the operation of the Satellites and the Inmarsat Services
in all Ocean Regions, and the terrestrial network owned, leased or operated by
or on behalf of Inmarsat to support the Fourth Generation Satellites.


 


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Subsequent Generation Satellites means any Satellites procured by
Inmarsat following the Effective Date.


 


Third Generation Satellites  means those Satellites known, as of the Effective Date, as Inmarsat-3 F1
to F5.


 


Total Airtime Revenues means the sum of revenues earned by
Inmarsat from Existing Services, Evolved Services, Lease Services, Regional
BGAN Services, BGAN Services and Radiodetermination Services.


 


1.2                                 Words in the singular include the
plural and vice versa where the context requires.


 


1.3                                 Headings are for guidance only and
do not affect the construction or interpretation of this Agreement.


 


1.4                                 In this Agreement, unless the
context otherwise requires, references to Clauses, paragraphs and Annexes are
to Clauses, paragraphs and Annexes of this Agreement.


 


1.5                                 The Annexes form part of this
Agreement and any reference to this Agreement includes the Annexes.


 


1.6                                 For the avoidance of doubt, the term
“LESO” refers to an entity that has executed the LESO Agreement.  The terms “Distribution Partner” and “DP”
means an entity that has entered into or will enter into this Agreement as well
as at least one Distribution Agreement with Inmarsat to distribute an Inmarsat
Service.  The LESO Agreement constitutes
a Distribution Agreement.


 


2.                                      Purpose and Entire Agreement


 


2.1                                 This Agreement sets out the high
level contractual principles (“the Principles”) governing the relationship
between Inmarsat and the DP to distribute Inmarsat Services.  This Agreement encompassing these Principles
will operate in addition to the individual agreements to be entered into in
respect of each of the Existing Services, Evolved Services, Lease Services,
Regional BGAN Services, BGAN Services and New Services.  In the event of conflict or inconsistency
between Clauses 1, and 3 through 10 of this Agreement and any provision in a
Distribution Agreement entered into between Inmarsat and the DP, this Agreement
shall take precedence over distribution agreements signed after the Effective
Date.


 


2.2                                 Subject to compliance with Clause
2.11 of the LESO Agreement, or a valid amendment of the LESO Agreement, nothing
in this Agreement shall prevent Inmarsat from establishing an LES or acquiring
an existing LES or becoming the Affiliate of (or having any other direct or
indirect ownership interest in) an entity that operates an LES, or, having done
so, conducting the normal business of a LESO including, but not limited to,
selling Inmarsat Services directly to Service Providers or End Users.


 


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3.                                      Roles and Responsibilities


 


3.1                                 For the avoidance of doubt, and
except under specific circumstances identified in a Distribution Agreement,
Inmarsat shall act as a wholesaler of Inmarsat Services, and DPs shall perform
the role of distributing, marketing and selling Inmarsat Services to Service
Providers and End Users.


 


3.2                                 Inmarsat shall conduct an orderly
marketing approach to the distribution of Inmarsat Services having the purpose
of maintaining a coherent and effective development of the marketing and
distribution of Inmarsat Services that maximizes the overall market opportunity
for Inmarsat and the DPs.  Inmarsat has
developed distribution criteria to implement an orderly marketing approach.


 


3.3                                 The LESOs and other DPs have
developed a substantial distribution network for Inmarsat Services.  This distribution network shall operate as
follows:


 


(a)                                  LESOs will operate the LESs in
relation to the distribution, marketing and sale of Existing Services and
Evolved Services and certain Lease Services.


 


(b)                                 DPs will distribute, market and sell
certain Lease Services on the Fourth Generation Satellites pursuant to the
Leased Services Provider Agreement, as well as Regional BGAN Services, BGAN
Services and New Services.


 


(c)                                  LESOs and DPs will provide
value-added services, billing and customer care for the Inmarsat Services they
distribute.


 


(d)                                 LESOs and DPs will develop and
improve comprehensive and effective distribution channels for Inmarsat
Services.


 


3.4                                 Inmarsat
will work co-operatively with its DPs to identify and develop new Service
Providers (“Potential New Channel Partner”) to address market opportunities for
Inmarsat Services, as follows.


 


(a)                                  If a Potential New Channel Partner
desires to distribute or sell Inmarsat Services, but such organization does not
qualify as a distributor pursuant to the Selection Criteria and the provisions
of the Distribution Agreement for the applicable Inmarsat Service, Inmarsat
shall deliver such Potential New Channel Partner to the most appropriate DP(s)
in order for such DP(s) to establish such Potential New Channel Partner as a
Service Provider.  Inmarsat will assist
the DP, as requested, to sign the Potential New Channel Partner on as the DP’s
Service Provider.


 


(b)                                 If
a Potential New Channel Partner desires to distribute or sell Inmarsat
Services, and such organization does qualify as a distributor pursuant to the
Selection Criteria and the provisions of the Distribution Agreement for the
applicable Inmarsat Service, Inmarsat, at its discretion, may conclude that in
the best commercial interests of Inmarsat, the DPs and the


 


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Potential New Channel
Partner such Potential New Channel Partner may be best positioned in the
distribution chain as a Service Provider. 
Inmarsat will then, with the consent of the Potential New Channel
Partner deliver such Potential New Channel Partner lead to the most appropriate
DP(s) in order for the Potential New Channel Partner to become a Service
Provider.  Any decision by Inmarsat
hereunder shall not conflict with the provisions of this Agreement, including
but not limited to, Clause 4.5 and Clause 7.


 


4.                                      Inmarsat Roles and Responsibilities


 


4.1                                 Subject to entering into a
Distribution Agreement, Inmarsat will provide access to the Space Segment to
the Distribution Partner for the purposes of the provision of Inmarsat Services
by Inmarsat as a wholesaler and by the Distribution Partner as a retailer or
reseller of Inmarsat Services.  For
certain Lease Services on the Fourth Generation Satellites (as defined in the
Lease Services Provider Agreement), Regional BGAN Services, BGAN Services and
New Services, Inmarsat will, in addition to providing the Satellites, also be
landing the traffic at an Inmarsat owned terrestrial gateway.  For avoidance of doubt, “landing traffic”
does not constitute distributing, marketing or selling Inmarsat Services to an
End User or any entity that is not a qualified DP.


 


4.2                                 Inmarsat will:


 


(a)                                  Provide high quality and cost
effective Space Segment services with appropriate agreed grade of service or
quality of service criteria relating directly to the Space Segment to be
specified in the Distribution Agreements;


 


(b)                                 Prioritise its distribution
relationships with the LESOs and other DPs above all other channel
relationships when providing marketing, sales, technical, training and market
intelligence support, and transparency to the Distribution Partner ; and


 


(c)                                  Provide resources to support channel
objectives agreed in concert with the LESO/Distribution Partner.


 


4.3                                 Inmarsat recognises that the DPs
have invested and will invest in the creation of distribution channels and is
committed to minimising channel conflict. 
Accordingly Inmarsat shall distribute Inmarsat Services through the
LESOs and DPs who will themselves provide End Users with the nature and level
of service End Users require.  For the reasons
expressed in this clause Inmarsat shall not sell any Inmarsat Service directly
to Service Providers.


 


(a)                                  The restrictions set out in this
clause shall not apply following termination or expiry of this Agreement for
whatever reason.


 


(b)                                 This clause shall be subject to the
DP providing a copy of the contract, duly signed by the Service Provider for
purchase of an Inmarsat Service, to Inmarsat within five business days of an
Inmarsat request, but the DP


 


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shall be permitted to withhold price or other commercially sensitive
information.


 


(c)                                  This clause (4.3) shall not apply to
Existing Services and Evolved Services.


 


4.4                                 Inmarsat does not, in general, have
the resources to supply Inmarsat Services directly to End Users and depends
upon its DPs, who have invested in and developed these capabilities, to serve
End Users directly or through their channels. 
For the reasons expressed in this clause, Inmarsat shall not sell
Inmarsat Services directly to any End User. 
This clause shall not apply to Existing Services nor Evolved Services
where Inmarsat is permitted under the LESO Agreement to own and operate a LES
nor following the termination or expiry of this Agreement for whatever reason.


 


4.5                                 Affiliate
of Service Providers.  Inmarsat and
the DP agree that the following procedures shall apply with respect to the
appointment of an Affiliate of a Service Provider as an Inmarsat DP.


 


(a)                                  No later than 30 days from the
Effective Date, the DP shall provide to Inmarsat a listing of its Service
Providers which have purchased more than **** of Inmarsat Services from the DP
in the prior calendar year and which has one or more Affiliates that the DP has
targeted as a channel lead.


 


(i)                                     The DP can from time to time update
the list of disclosed Service Providers to reflect changes in the level of
business with a Service
Provider.  As a minimum, the DP will be
required to update its list of disclosed Service Providers on an annual basis.


 


(ii)                                  The provisions of this Clause 4.5
shall only apply to the extent that a Service Provider has been identified on
the DP’s listing.


 


(b)                                 Before initiating contact with any
Affiliate of a Service Provider identified on the DP’s list referred to at
Clause 4.5(a), above, Inmarsat shall contact the DP and agree on a coordinated
strategy for establishing such Affiliate as either a Service Provider for the
DP or a Distribution Partner for Inmarsat. 
The parties shall use all reasonable endeavours to conclude this
strategic agreement within thirty (30) days.


 


(c)                                  If an Affiliate of a Service
Provider identified on the DP’s list referred to at Clause 4.5(a) above
contacts Inmarsat with a request or inquiry to distribute Inmarsat Services,
Inmarsat shall promptly notify the Affiliate of the business relationship
already in place between the Service Provider and the DP(s) and obtain consent,
if necessary, from the Affiliate
to notify the DP(s) of such Affiliate’s expression of inquiry and/or interest.


 


(i)                                     Inmarsat shall contact each relevant
DP and agree on a coordinated strategy for establishing such Affiliate as
either a Service Provider for the DP or a Distribution Partner for Inmarsat.


 


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The parties shall use all reasonable endeavours to conclude this
strategic agreement within thirty (30) days.


 


(d)                                 In each instance that Inmarsat and
the DP conclude that the Affiliate shall be a Service Provider for the DP,
Inmarsat shall assist the DP as requested to sign such Affiliate on as a
Service Provider.


 


4.6                                 Inmarsat
reserves the right to revise the Selection Criteria in connection with the
distribution of New Services.  All such
revisions shall reflect objective measurement of the elements of complementary,
capable and committed criteria recognizing that each New Service may have
differing market and distribution characteristics.  The Selection Criteria shall not apply to the LESO Agreement.


 


4.7                                 Although
it is the responsibility of the DP to provide commercial value-added services
to the End-Users, the parties recognize that, with respect to BGAN Services,
such services are dependent upon the provision by Inmarsat of certain network
capabilities.  Inmarsat’s network value add services will be sold through
DPs.  Inmarsat’s role and
responsibilities with respect to BGAN Services shall be as follows:


 


(a)                                 Public Switched Network and Internet
Interconnection.  Inmarsat shall
establish interconnects with the Public Switched Networks and
Internet for the purposes of circuit switched and IP traffic
routing.  Additionally, DPs shall have
the right to interconnect with the Inmarsat Core Network for purposes of
routing IP traffic between the DP’s network infrastructure and the
Inmarsat network.  Inmarsat shall not
interconnect with End-User network infrastructure without the agreement of
the associated DP.


 


(b)                                IP Traffic Routing: Inmarsat shall route
traffic from a DP’s mobile terminals either directly to the Internet via
Inmarsat’s own interconnections or to the DP’s network facilities (provided an
interconnection has been established) as instructed by the DP or End-User
network infrastructure subject to the agreement of the associated
DP.  Circuit Switched Traffic Routing:
Inmarsat shall route traffic from a DP’s mobile terminals directly to the
Public Switched Networks via Inmarsat’s own interconnection.


 


(c)                                 Inmarsat Network Value-Added
Services.  To the extent that Inmarsat
develops network value added services, it shall make them available to all
DPs. Inmarsat shall only offer Core Network based value-adds, e.g. system based
voice-mail, Qos routing.  Inmarsat shall
not develop or otherwise offer application or content services e.g. e-mail,
news portals and calling cards.


 


(d)                                Support for DP Value Added Services.  Where possible, Inmarsat shall support the
DPs in the development of value-added services by making available the
necessary interfaces to the Core Network and Operational Support Systems to
support such services.  Where these
arrangements


 


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are provided the full cost will be recovered from those DPs that benefit
from such arrangements.


 


(e)                                 Access to Control Interfaces.  To the extent that the Inmarsat Core Network
and Operational Support Systems provide interfaces necessary for the
provisioning, management and control of the service provided to the End User
(including value added services), these interfaces shall be accessible only by
Inmarsat and the DPs or by mutually acceptable third parties
as governed by service agreements between Inmarsat and the DP.


 


4.8                                 Neither Inmarsat nor any Affiliate
of Inmarsat shall offer for delivery and sale to any Reseller (as that term is
defined in the LESO Agreement) any Lease Services based upon Existing Services
and Evolved Services unless, until and to the extent permitted by Clauses 2.9 -
2.12 of the LESO Agreement, Inmarsat or an Affiliate has established an LES or
has acquired an existing LES or is operating an LES.


 


5.                                      Distribution Partner Roles and Responsibilities


 


For BGAN Services
and for New Services, Inmarsat will require each DP to conform with key
performance indicators.  Illustrative
indicators are set out in Annex 1.  The
exact list of indicators, quantitative measures, conditions establishing
breach, Inmarsat performance and related issues will be negotiated in the
context of each Distribution Agreement, and will be applied to all DPs
uniformly.


 


6.                                      Inmarsat and Distribution Partner Co-operation


 


Inmarsat and the
Distribution Partner will:


 


(a)                                  Participate cooperatively in annual
joint forecasting, planning and market development activities.  Inmarsat may use channel management tools
such as marketing programs (e.g., Connect Program) and pricing plans (e.g.,
volume discounts, take-or-pay agreements) to promote such joint activities.


 


(b)                                 Review and develop new channel
campaigns on a regular basis.


 


7.                                      BGAN Services Distribution Selection


 


7.1                                 Inmarsat
shall use the Selection Criteria set forth at Annex 2 in a consistent fashion
to evaluate candidates for DP selection and their eligibility to distribute
BGAN Services.


 


7.2                                 Inmarsat shall share its market
size/segmentation and other data regarding BGAN Services by the target date of
31 December 2003 with all prospective DPs that meet the Selection Criteria
at that date.  This data will include
indicative pricing and all other relevant data necessary for the preparation of
the business plan specified at Clause 7.5.


 


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7.3                                 If
the DP receives the BGAN Services market and other data as specified at Clause
7.2 from Inmarsat by 31 December 2003 , then the DP commits to developing
with Inmarsat, BGAN Services business plans by 30 April 2004.


 


7.4                                 The
minimum requirements for DP BGAN Services business plans in Clause 7.5 shall
apply to initial business plans for distribution mapping by 30 April 2004,
and to future prospective DP BGAN Services business plans.


 


7.5                                 All DPs shall deliver to Inmarsat a
detailed business plan in relation to BGAN Services they wish to
distribute.  The content of the business
plan shall include:


 


(a)                                  Detailed financial information,
including sales forecasts represented in terminal or SIM sales, traffic
generated (e.g. by Mbyte or minutes), and corresponding revenue projections for
a period of 3 years.


 


(b)                                 The resources that will be committed
by the DP including, amongst others:


 


•                  full-time staff and the mix of staff
between sales, marketing, billing


•                  service and market development
budgets; and


•                  capital expenditure for related
investments.


 


(c)                                  The sales management/sales pipeline
process that the DP intends to deploy to justify the level of sales targets
proposed, including channel management strategy and capabilities.


 


(d)                                 The market segments and geography
(by country) that a DP intends to pursue including their associated financial
forecasts.  For large countries this
should also show a breakdown by province or region.


 


(e)                                  The value proposition that the DP
intends to use with each segment of the market and how this will be more
attractive than alternative service and product offerings.


 


(f)                                    Tangible supplementary evidence in
the form of any internal or external market intelligence that supports the
targets set out in the business plan.


 


(g)                                 The timetable for BGAN Service
Launch including service and market development activities, initial marketing
campaign and proposed roll-out schedule.


 


7.6                                 For the Existing Core Segments,
Inmarsat will require a BGAN Services business plan from those DPs appointed as
of 31 December 2003 and review such business plans for sales forecasts and
for specific commitments of staff, marketing and capital resources, as outlined
in Clause 7.5 above.


 


(a)                                 If Inmarsat identifies specific opportunities
for additional BGAN Services distribution in any or all of the Existing Core
Segments beyond those covered in such DP business plans, (“Core Segment
Coverage Gap”),


 


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then Inmarsat will provide details of the Core Segment Coverage Gap to
the DPs whose business plan covers the relevant Existing Core Segment.  The DPs receiving such information shall,
within 60 days of dispatch by Inmarsat, provide an updated plan to address the
Core Segment Coverage Gap.  Inmarsat and
such DPs shall, within 30 days of receipt of the updated plan, use all
reasonable endeavours to agree the level of resources and performance
milestones necessary to address the Core Segment Coverage Gap.


 


(b)                                If Inmarsat agrees that such DPs’ updated
plans, individually or collectively, adequately address the Core Segment
Coverage Gap, it will not appoint additional distributors targeting the Core
Segment Coverage Gap for the Initial Marketing Period (as defined below).  This provision is subject to:


 


•                  the implementation of the updated
plans;


•                  the continuing maintenance of, as
applicable, the individual or collective agreed resource commitments;  and,


•                  the individual or collective
performance milestones being met and adequately addressing the Core Segment
Coverage Gap during the Initial Marketing Period.


 


(c)                                  If Inmarsat reasonably concludes
that such DPs’ updated plans collectively, are not likely to adequately address
the Core Segment Coverage Gap, then Inmarsat may appoint additional BGAN
Services distributors that meet the Selection Criteria, targeted at filling
that Core Segment Coverage Gap.


 


7.7                                 For all Existing Core Segments
except the Maritime Segment, the Initial Marketing Period means the period of
two years from the BGAN Services commercial launch.  For the Maritime Segment, the Initial Marketing Period shall be BGAN
maritime commercial service launch plus two years provided this occurs during
the Term of this Agreement.


 


7.8                                 For the avoidance of doubt, BGAN
Services DPs, such as terrestrial mobile operators and system integrators,
appointed by Inmarsat to serve broad horizontal markets, shall be authorized to
serve Existing Core Segments, and therefore are not subject to the procedures
and restrictions set out above.


 


7.9                                 If, after one year following
commercial launch of BGAN Services, the distribution of BGAN Services to any
Existing Core Segment is reduced such that there are less than 2 DP s serving
the Existing Core Segment due solely to horizontal consolidation, then the
above procedure falls away and Inmarsat may appoint new DPs in accordance with
this Agreement to service the affected Existing Core Segment.


 


7.10                           Following submission of the baseline
or revised business plans, Inmarsat agrees to update DPs with revised market
data and business plans on at least an annual basis and may do so more
frequently, and DPs agree to provide Inmarsat with updates on their
distribution and market development and


 


12

















 


general progress of
their business plans on at least an annual basis.  These updates will provide a basis for Inmarsat to:


 


(a)                                  provide generic updates to DPs on
overall market trends, developments and research information at a minimum on an
annual basis; and


 


(b)                                 assess performance against the DP’s
plan and resulting or emerging market gaps, allowing Inmarsat to continue to
develop its distribution on an ongoing basis and provide all DPs an overview of
the market development.


 


7.11                           For
the avoidance of doubt, Inmarsat shall use the selection criteria set forth in
the Lease Services Provider Agreement in a consistent fashion to evaluate
candidates for Lease Service Provider selection to
distribute BGAN Service leases and appoint Lease Service Providers in
a fashion consistent with overall distribution strategy as outlined in this
Agreement, provided however, the parties agree that the specific details of
Clauses 7.1 through 7.10 shall not be applied to BGAN Service
leases.  In addition, with respect to BGAN Service leases,  Inmarsat, with respect to Clause 4.7,  shall apply only the provisions of sub
Clauses 4.7 (c) and (d) (taking into account any military or security
considerations), and to the extent appropriate to BGAN Service leases, the
provisions of Clause 5.1.


 


8.                                      New Services


 


The terms for
distribution of New Services generally will follow the Principles set forth in
this Agreement, and specifically will be subject to the provisions of Clause
4.6, Clause 7.5 and Clause 10.  The
Parties acknowledge and agree that specific terms and conditions relating to a
New Service may vary at a detail level but that Inmarsat shall not vary
application of the Principles stated herein.


 


9.                                      Charges


 


9.1                                 (a)                                  The Charges for Existing Services
and Evolved Services for the period from 1 April 2004 to 31
December 2006 will be as set out in Annex G of the LESO Agreement
effective April 1, 2004.  During
this period, the Charges for the Existing and Evolved Services will not be
increased, above the level of such Charges as at the Effective Date, unless an
increase of a Charge in relation to a service is part of a revenue-neutral
rebalancing of fixed and variable elements in relation to that service.


 


(b)                                 The
Charges for Regional BGAN Services from the Effective Date will be as set out in the
Regional BGAN Agreement in respect of Regional BGAN Services.  The Charges for the Regional BGAN Services
will not be increased, above the level of such Charges as at the Effective
Date, unless an increase of a Charge in relation to a service is part of a
revenue-neutral rebalancing of fixed and variable elements in relation to that
service.


 


13

















 


(c)                                  Charges for BGAN Services will be
provided to DPs during 2004, prior to the commercial service launch date
currently scheduled for Q2 2005.


 


(d)                                 Inmarsat
will publish its schedule of Charges for each calendar year during the
last quarter of the preceding year and in any event no later than
November 30th of such preceding year.


 


(e)                                  Inmarsat
may upon giving DPs no less than 1 month notice offer additional alternatively
structured pricing packages, provided that the original Charges continue to be made
available.


 


(f)                                    A worked
example setting out pricing arrangements using 2005 as a sample year is
attached hereto as Annex 5.


 


(g)                                 For the
avoidance of doubt, when the new pricing and incentive schemes in this Clause 9
become effective, such new pricing and incentive schemes shall replace all
other preceding pricing and incentive schemes under the LESO Agreement with
respect to Existing Services and Evolved Services and under the Regional BGAN
Services Agreement with respect to Regional BGAN Services.


 


(h)                                 Inmarsat
may further improve the VDS and/or provide other price incentives in response
to market dynamics.  These improvements
may include RUC reductions, additional volume discount levels and other
appropriate pricing initiatives.


 


(i)                                     Charges
and volume discount schemes for Lease Services will be dealt with separately
under the Lease Services Provider Agreement.


 


9.2                                 Volume Discount Schemes (VDS)


 


(a)                                  Except for 2004, VDS will operate
over a calendar year period, commencing on 1 January of each year.


 


****


 


14

















 


****


 


15

















 


****


9.3                                 Minimum Incentive Pool (MIP)


 


(a)                                  The VDS
arrangements are designed to provide DPs with the opportunity to avail
themselves of increasing amounts of discounts based on revenue growth.  Irrespective of the performance of all DPs
against the VDS, Inmarsat will provide a MIP for each of the years 2004, 2005
and 2006.  For the avoidance of doubt,
the MIP is not additional to and is reduced by the total discounts received by
all DPs under VDS.  This incentive pool
shall be defined as a percentage of Inmarsat annual Demand-assigned Revenues
and shall be made available principally through the VDS.


 


(b)                                 The MIP percentage for each year is
as follows:


 


•                  2004 – 6.0% of 2003 demand assigned revenues


•                  2005 – 6.5% of 2004 demand assigned revenues


•                  2006 – 7.0% of 2005 demand assigned revenues


 


(c)                                  The
available MIP in 2004 will be reduced on a pro rata basis to reflect the
April 1 2004 commencement.


 


(d)                                 The calculation of the actual value
of the total discounts received by all DPs in relation to the VDS earned in a
year is based on a comparison of the monetary value of (a) Inmarsat’s
applicable traffic for the year in question at base Charges with (b) the
monetary value actually charged for that same traffic.


 


(e)                                  Where, at the end of either 2004,
2005 or 2006, the revenue performance for that year has resulted in total
discounts received by all DPs from the VDS being less than the monetary value
of the MIP for that year, then the monetary value of such a shortfall will be
added to the value of the MIP of the following year and allocated in accordance
with Clause 9.3
(f) below.  For the avoidance of doubt,
there will not be a


 


16

















 


balancing exercise where the value of discounts earned from the VDS in
any year exceed the monetary value of the MIP for that year.


 


(f)                                    Any
shortfall in a year (including, if applicable a shortfall from 2006 carried
forward to 2007) will be allocated by Inmarsat in the next year in a variety of
forms, including price promotions, price reductions and price incentives.


 


9.4                                 Additional Growth
Incentive (AGI)


 


(a)                                  The AGI
for any year where such an incentive is provided by Inmarsat will include the
following details:


 


•                               An annual
(calendar year) revenue target for Inmarsat’s Total Airtime Revenues for that
year; and


•                               Defined
increments of revenue performance in excess of the revenue target for that year
and details of how revenues in excess of the revenue target for that year are
shared with DPs, together referred to as the ‘excess revenue sharing plan’.


 


(b)                                 The total AGI payable in respect of
a year will be based on Inmarsat’s Total Airtime Revenues as accounted for and
reported in Inmarsat’s accounts and as audited by its external auditors, before
taking account of AGI.  The allocation
of the AGI amongst DPs will be in proportion to each DP’s contribution to
Inmarsat’s Total Airtime Revenues.


 


(c)                                  The AGI
payable will be determined within 30 days of receipt of final audited
accounts.  The AGI payable will be
allocated within a further 15 days, at the choice of the DP, to DPs in the form
of cash payments or credits to each DP’s account for airtime with Inmarsat.


 


(d)                                 The revenue target and excess
revenue sharing plan for the purpose of the 2005 AGI are as follows:


 


	
  Revenue Target

  	
   

  	
  ****

  



 


Excess Revenue Sharing
Formula


 


	
  Excess (relative to Revenue
  Target)

  	
   

  	
  DP share per increment

  	
   

  
	
  From

  	
   

  	
  To

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
   

  	
   

  	
  ****

  	
   

  



 


(e)                                  The revenue target and excess revenue
sharing plan for the purpose of the 2006 AGI are as follows:


 


17

















 


	
  Revenue Target

  	
   

  	
  ****

  



 


Excess Revenue Sharing
Formula


 


	
  Excess (relative to Revenue
  Target)

  	
   

  	
  DP share per increment

  	
   

  
	
  From

  	
   

  	
  To

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  
	
  ****

  	
   

  	
   

  	
   

  	
  ****

  	
   

  



 


(f)                                    Inmarsat and the DPs will provide reasonable
cooperation to each other on dealing with the AGI for accounting purposes,
consistent with generally accepted accounting principles taking due account of
any other legal or regulatory requirements.


 


9.5                                 Process for establishing pricing of services in 2007
and 2008:


 


(a)                                  For 2007 pricing details, Inmarsat
would no later than Q3 2004, provide all DPs with an initial proposal.  All DPs will be invited to provide comments
and following an assessment of those comments, Inmarsat will provide final
details no later than the end of Q4 2004. 
Inmarsat will not introduce any major departures from the base pricing
structure for 2004 to 2006 when establishing 2007 pricing details, provided,
however, Inmarsat may introduce incremental changes such as, but not limited
to, new services and additional volume discount levels.


 


(b)                                 For 2008 pricing details, Inmarsat would no later
than Q3 2005, provide all DPs with an initial proposal.  All DPs will be invited to provide comments
and following an assessment of those comments, Inmarsat will provide final
details no later than the end of Q4 2005. 
Inmarsat will not introduce any major departures from the base pricing
structure for 2004 to 2007 when establishing 2008 pricing details, provided,
however, Inmarsat may introduce incremental changes such as, but not limited
to, new services and additional volume discount levels.


 


(c)                                  Pricing details shall include the following:


 


•                                         Charges;


•                                         VDS;


•                                         MIP;


•                                         AGI; and


•                                         Details of other enduring elements that are provided
by Inmarsat in the intervening period.


 


(d)                                 Where having conducted the above
process for each of 2007 and 2008 during 2004 and 2005 respectively, the
majority of DPs (weighted by Total Airtime Revenues in the respective prior
calendar year) do not accept Inmarsat final pricing details, then the following
shall apply as a fall-back position for all DPs for 2007 and 2008:


 


18

















 


(i)                                     Retention of the immediately prior year’s pricing
details in respect of:


 


•                                          Charges;


•                                         VDS;


•                                         MIP; and


•                                         Details of other enduring elements that are provided
by Inmarsat in the intervening period.


 


(ii)                                  For the AGI, retention of the
immediately prior year’s excess revenue sharing plan and a revenue target based
on the most recent Inmarsat Board-approved target for Total Airtime Revenues
for 2007 or 2008 (as applicable), available at the time that this fall-back
position is invoked, less ****%.


 


10.                               Affiliates


 


10.1                           Inmarsat shall not distribute BGAN Services or New Services either
directly or through an Affiliate to End Users within 24 months of the
commercial launch of the BGAN Service or any New Service launched during the
term of this Agreement, as applicable, and after such period shall only do so
in the following circumstances:


 


(a)                                  Following
consideration of the DP business plans submitted to Inmarsat per Clause 7.5 in
relation to BGAN Services and as agreed in relation to New Services, Inmarsat
may identify specific unaddressed market opportunities in respect of BGAN
Services or New Services.


 


(b)                                 Inmarsat will formally communicate the outline of
each such market opportunity to all DPs in writing.


 


(c)                                  Inmarsat will attempt to address the specific market
opportunity either through collaboration with existing DPs, or in relation to
BGAN Services through the appointment of new DPs, (in line with procedures set
out in Clause 7).


 


(d)                                 Should Inmarsat fail to receive DP business cases
within a period of 6 months from identification of the market opportunity, that
reasonably address the specific market opportunity, and should Inmarsat be able
to evidence that it has, in good faith, attempted, but failed, to recruit new
DPs who might provide acceptable business cases to address the identified
specific market opportunity, then Inmarsat will advise this outcome to existing
DPs.


 


(e)                                  Where alternative DP business case(s) are proposed
that in the opinion of the DP and Inmarsat can reasonably collectively address
at least ****% of the specific market opportunity, then Inmarsat will
collaborate in good faith with the DP(s) for a minimum of **** months, to
realize the identified market opportunity. 
Subsequent to this period, so long as the DP(s) meets the business plan
milestones for resource application and for


 


19

















 


revenue and terminal
commissioning realization, then Inmarsat will not establish an Affiliate to
address the specific market opportunity.


 


(f)                                    If following the 6 month period identified in Clause
10.1 (d), no qualifying DP business cases are forthcoming, then Inmarsat may
establish an Affiliate to address the identified specific market opportunity.


 


10.2                           The Affiliate for the
Inmarsat Service (“the Subsidiary”) established pursuant to Clause 10.1 may
only distribute the service to the target market for the specified purpose of
addressing the specific market opportunity.


 


10.3                           The Subsidiary shall operate subject
to the following conditions:


 


(a)                                  It shall be a structurally separate
subsidiary.


 


(b)                                 Inmarsat shall apply no more
favourable terms in relation to the Charges relating to the Inmarsat Service
and the provision of services to such Subsidiary than it does to any other DP
and the Subsidiary shall sign a Distribution Agreement.


 


(c)                                  Inmarsat shall procure that any
relevant information, in any form whatsoever, including verbal information that
is conveyed by it, its directors, officers, employees or agents to its
Subsidiary, or the Subsidiary’s directors, officers, employees or agents shall
be contemporaneously made available to the DPs.  For the purposes of this Clause, “relevant information” means any
information that relates to the provision of the Inmarsat Service generally,
save for any financial or other confidential information relevant solely to the
Subsidiary.


 


(d)                                 Inmarsat shall not share employees
engaged in sales, marketing, customer interface, customer care or billing
functions with the Subsidiary.


 


(e)                                  Inmarsat and the Subsidiary shall
use accounting separation procedures for tracking revenues and costs.


 


(f)                                    Inmarsat shall utilise password
protected databases for distributor provided information that is not accessible
by the Subsidiary.


 


10.4                           Inmarsat
shall review with the DPs the progress of the Subsidiary in addressing the
specific market opportunity.


 


10.5                           Inmarsat shall not
distribute Existing
Services and Evolved Services to End Users either directly or through an
Affiliate, except pursuant to the terms in the LESO Agreement.


 


10.6                           Inmarsat
shall not distribute Regional BGAN services to End-Users either directly or
through an Affiliate, except pursuant to the terms in the Regional BGAN
Agreement.


 


20

















 


10.7                           Inmarsat shall not
distribute Lease Services to End Users either directly or through an Affiliate
except pursuant to the terms in the Lease Services Provider Agreement.


 


11.                               Establishment of a
Distributor Forum


 


11.1                           This element of the
Agreement is intended to provide a forum for discussion for the LESOs and DPs
in respect of Inmarsat’s future distribution in the short and medium term.


 


11.2                           LESOs and DPs will, together with
Inmarsat, establish a Distributor Forum in which both LESOs and DPs shall be
entitled to appoint one member. 
Inmarsat would actively engage with the Distributor Forum.


 


11.3                           The purpose of this Distributor
Forum is:


 


•                  To discuss industry wide issues,
including, technology and market trends, new products across relevant industry
sectors and regions;


•                  To act as a forum for expression and
discussion of the views of the LESOs/DPs in relation to the ongoing
relationships with Inmarsat;


•                  To discuss and consider changes in
the regulatory environment for the industry as a whole.


 


11.4                           Inmarsat will contribute 50 per cent
of the costs of a secretariat for the Distributor Forum.  LESOs/DPs appointing members to the
Distributor Forum will bear the balance of the costs of the secretariat and the
costs of their own members.  The
secretariat will be responsible for:-


 


(a)                                  Calling and arranging meetings;


(b)                                 Managing agenda items;


(c)                                  Keeping numbers and records;


(d)                                 Distribution of notices and minutes
to members


 


11.5                           Inmarsat will nominate a specified
representative for the purposes of its on-going relationship with the
Distributor Forum.


 


11.6                           The Distributor Forum will meet at
least once a year, however special meetings of the Distributor Forum may be
called on four weeks written notice by (i) a majority of LESO/DP members or
(ii) Inmarsat.  The written notice shall
set out in reasonable detail the reason a special meeting has been called and
the matters to be discussed.


 


11.7                           A chairman of the Distributor Forum
will be appointed for a two-year term, and elected by a majority of the LESO/DP
members.


 


11.8                           The Distributor Forum represents an
additional Inmarsat/Distributor interaction above and beyond those that will
continue to take place such as Partner Conferences, Joint Business Planning
discussions, training events etc, as well as ongoing refinement of the LESO
Agreement (e.g. with respect to rolling 3 year pricing arrangements).


 


21

















 


11.9                           In addition to the main Distributor
Forum, separate regional meetings may be held, as appropriate, to provide an
additional forum for the exchange of information and view between Inmarsat and
the LESOs and DPs in a particular geographical region where specific industry
issues may arise.  An individual from
Inmarsat would be charged to manage this programme to ensure that the issues of
smaller and more regionally based LESOs and DPs are understood by Inmarsat.


 


11.10                     To provide a mechanism for LESOs/DPs
to have contact with Inmarsat Board members going forward, an ‘Executive Group’
of the Distributor Forum will also be formed comprising of:


 


•                  a representative from each of the four largest
LESOs/DPs by revenue contribution to Inmarsat in the previous 12 months,
provided that each have at least 10% of Inmarsat’s annual revenues


•                  two representatives, elected by the Distributor
Forum, from two LESOs/DPs that are members of the Distributor Forum and whom
each contribute no more than 10% of Inmarsat’s annual revenues


 


The Executive Group will have the right to meet with the Ventures board
or the board of its ultimate holding company (excluding any rollover
non-executive directors who do not wish to participate in such meetings) up to
four times per annum, the actual frequency of the meetings to be determined at
the discretion of the Distributor Forum, based on the prevailing business
environment.  The Executive Group will,
where possible, meet at times aligned with the meeting of the wider Distributor
Forum.


 


12.                               Confidentiality


 


12.1                           Each party
undertakes to keep confidential all information provided by the other party
that is identified in writing or orally as confidential or proprietary at the
time it is provided (“Confidential Information”) and not use any Confidential
Information for any purpose other than performance of the obligations under
this Agreement.  Such information shall
be disclosed to the receiving party’s personnel, only on a ‘need to know’
basis.  The receiving party shall promptly
return or destroy any and all copies of Confidential Information upon demand.


 


12.2                           Any
Confidential Information may be disclosed by the receiving party to:


 


•                  any Governmental Body; or


•                  any personnel of the receiving party; or


•                  its professional advisers,


 


to such extent only as is necessary for the purposes contemplated by
this Agreement, or as is required by law or regulation (including applicable
stock exchange rules) in each case to the receiving party using its best
endeavours to ensure that the person in question keeps the same confidential
and does not use the same except for the purposes for which the disclosure is
made.


 


22

















 


12.3                           Any Confidential
Information may be used by the receiving party for any purpose, or disclosed by
the receiving party to any other person, to the extent only that:


 


(a)                                  it is on
the date of this Agreement, or becomes, public knowledge through no fault of
the receiving party (provided that in doing so the receiving party shall not
disclose any Confidential Information which is not public knowledge); or


 


(b)                                 it can be
shown by the receiving party, to the reasonable satisfaction of the other, to
have been known to it prior to its being disclosed by the other to the
receiving party.


 


12.4                           Except as required
under this Agreement or the Distribution Agreements the Distribution Partner
shall not be required to disclose to Inmarsat the names or addresses of its End
Users.  To the extent this information
is disclosed, the information shall be treated as “Confidential Information”
hereunder.


 


13.                               Publicity


 


Except as required by law or the requirements of any stock exchange or
securities commission, neither party shall release any press or other public
announcement concerning the terms of this Agreement without the prior written
consent of the other party, such consent not to be unreasonably withheld or
delayed.


 


14.                               Term of Agreement


 


14.1                           The initial term of
this Agreement shall be a period expiring on 14 April 2009 (“the Term”)
unless terminated sooner in accordance with the provisions of this Agreement.


 


14.2                           Within three (3)
years of the Effective Date Inmarsat may elect for the renewal provision in
Clause 14.4 to enter into force.  If
Inmarsat does not make this election within three (3) years of the Effective
Date, then Clause 14.5 will be in force (and Clause 14.4 will have no force or
effect).


 


14.3                           Where Inmarsat does
not make any election under Clause 14.2 above, the following will apply:


 


(a)                                  any DP
obligations under this Agreement or any Distribution Agreement to provide what
it reasonably believes is sensitive business information not necessary for
Inmarsat to operate the network will have no force or effect save the
following:


 


(i)                                     pursuant
to Clause 4.5, the DP shall be obligated to provide Inmarsat with an updated
list of disclosed Service Providers on an annual basis;


 


23

















 


(ii)                                  pursuant
to Clause 7.6, the restrictions in relation to the Initial Marketing Period
shall be dependant upon the continued provision of such information to Inmarsat
required by that clause;


 


(iii)                               pursuant
to Clause 10.1(d) and 10.1(e), the restrictions in relation to Inmarsat
operating through an Affiliate shall be dependant upon the provision of the
business cases referred to Clauses 10.1(d) and 10.1(e).


 


(b)                                 the DP
shall not be required to use the Inmarsat brand in any fashion.


 


14.4                           Following
expiration of the Term of this Agreement, Clauses 4.3, 4.4, 4.5, and Clause 10
of this Agreement and Clauses 2.7 to 2.14 of the LESO Agreement will continue
to have effect for a further period of four (4) years unless Inmarsat has
executed renewal agreements permitting such activities with DPs constituting
30% of Total Airtime Revenues in the prior calendar year.


 


14.5                           This Agreement may
be renewed upon the expiry of the Term on any terms and conditions as may be
mutually agreed between Inmarsat and the DP. 
In order to facilitate the orderly renewal of this Agreement, the
Parties agree to comply with the procedures described in this Clause provided,
however, that neither Party shall be under a binding obligation to agree to any
renewal of this Agreement and nothing in this Clause shall preclude the
Parties from mutually agreeing to any other procedure for the negotiation and
execution of such renewal.


 


14.6                           If, not less than
eighteen (18) months before the expiry of the Term, the DP gives Inmarsat
written notice requesting the renewal of this Agreement, Inmarsat shall, at
least fifteen (15) months before such expiry, give the DP written notice
stating the terms and conditions upon which Inmarsat is willing to grant a
renewal to the Agreement pursuant to this Clause .  If Inmarsat is willing to grant a renewal,
the Parties shall each use their best efforts to conclude any agreement for
renewal at least twelve (12) months before the expiry of the Term.  Inmarsat shall offer all qualified DPs
renewal on terms and conditions that are no less favourable to the DP than
those provided or offered to other DPs or with any Inmarsat Affiliate.


 


15.                               Termination


 


15.1                           Either Party (the
“Terminating Party”) may terminate the Agreement where the other Party (the
“Defaulting Party”) is in default in the performance of any material term under
this Agreement and has failed to cure the default within sixty (60) days from
the date of written notice from the Terminating Party.


 


15.2                           The Terminating
Party may terminate the Agreement by written notice to the Defaulting Party if:


 


(a)                                  an
encumbrancer takes possession or a receiver is appointed over any of the
property or assets of the Defaulting Party;


 


24

















 


(b)                                 the
Defaulting Party makes any voluntary arrangement with its creditors or becomes
subject to an administration order within the meaning of the bankruptcy laws of
the United Kingdom or an equivalent order under the laws of the jurisdiction in
which the DP or Inmarsat (as the case may be) operates; or


 


(c)                                  the
Defaulting Party goes into liquidation (except for the purposes of an
amalgamation, reconstruction or other reorganization and in such manner that
the entity resulting from the reorganization effectively agrees to be bound by
or to assume the obligations imposed on the Defaulting Party under this
Agreement);


 


(d)                                 the
Defaulting Party ceases or threatens to cease to carry on business.


 


15.3                           Inmarsat may
terminate this Agreement where all Distribution Agreements with the DP are
terminated for any reason or have expired.


 


15.4                           Upon
termination of this Agreement:


 


(a)                                  each
party shall return to the other or destroy at the other’s request all copies of
any Confidential Information to which Clause 12 above (Confidentiality)
applies;


 


(b)                                 the
provisions of Clause 12 (Confidentiality), Clause 13 (Publicity), Clause 17
(Governing Law), Clause 18 (Arbitration) and Clause 19 (Notices) and shall
continue in force in accordance with their respective terms after the date of
termination.


 


15.5                           Subject as otherwise
provided in this Agreement and to any rights or obligations that have accrued
prior to termination, neither party shall have any further obligation to the
other under this Agreement following termination.


 


15.6                           The rights to
terminate this Agreement given by this Clause shall be without prejudice to any
other right or remedy of either party in respect of the breach concerned (if
any) or any other breach.  Nothing in
this Clause shall preclude either party from seeking any other legal or
equitable remedies in the event that the other party breaches this Agreement.


 


16.                               Nature of Relationship Between
the Parties


 


Nothing in this Agreement shall constitute or be deemed to constitute a
partnership, joint venture or agency agreement or create the relationship of
employee and employer between Inmarsat and the Distribution Partner.


 


17.                               Governing Law


 


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


 


25

















 


18.                               Arbitration


 


18.1                           Any dispute or
difference between the parties relating to the rights or obligations of the
parties under this Agreement shall be referred to and determined by arbitration
in London, in the English language, under the International Arbitration Rules
of the London Court of International Arbitration.


 


18.2                           Unless otherwise
agreed by the parties, the number of arbitrators shall be three (3) (of whom
each party shall select one (1)) and the third to be agreed by the other two
(2) arbitrators.


 


18.3                           The terms of Clause
18.1 shall not preclude the making of an application to the courts for
injunctive relief.


 


19.                               Notices and Service


 


19.1                           Any notice or other
information required or authorised by this Agreement to be given by either
party to the other by facsimile transmission to the other party for the
attention of the person set out below or to such other address as the addressee
may from time to time have notified in writing for the purpose of this Clause.


 


19.2                           Service of any legal
proceedings concerning or arising out of this Agreement shall be effected by
causing the same to be delivered to the officer of the party named below to be
served at its principal place of business (in the case of the Distribution
Partner) or its registered office (in the case of Inmarsat), or to such other
address as may from time to time be notified in writing by the party concerned.


 


If to Inmarsat:


 


Inmarsat Limited


99 City Road, London, EC1Y 1AX, United Kingdom


FAO Perry Melton


 


If to the Distribution
Partner:


 


[Distribution Partner]


[Address of Distribution
Partner]


FAO:


Tel:


Fax:


 


20.                               Costs


 


Each party shall bear its
own costs of and incidental to the preparation, execution and performance of
this Agreement.


 


26

















 


21.                               Waiver


 


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


 


22.                               Entire Agreement or Amendments


 


22.1                           This Agreement and the documents referred to herein
constitute the entire agreement between the parties in connection with
distribution of Inmarsat Services and supersede all prior or contemporaneous
correspondence, representations, proposals, negotiations, understandings, or
agreements of the parties, whether oral or written and may not be modified
except by an instrument in writing signed by the duly authorised
representatives of the parties.


 


22.2                           A person who is not a party to the Agreement has no
rights under the Contracts (Rights of Third parties) Act 1999 to enforce any
term of this Agreement but this does not affect any right or remedy of a third
party which exists or is available apart from the Act or any right of a party
to this Agreement to enforce any term of the Agreement for and on behalf of
such third party where applicable.


 


22.3                           The terms and conditions of this
Agreement shall not be amended or modified in any manner by the Parties except
if such amendment or modification is part of an agreed change to standard terms
and conditions applicable to all DPs or as otherwise expressly provided for
herein.


 


22.4                           Inmarsat or the DP may at any time
propose an amendment to this Agreement, including its Annexes except where
express provision is otherwise made for amendment to any provision of this
Agreement or to any Annex. 
Any such proposal shall be promptly circulated by Inmarsat to all
DPs.  If at least three DPs so request,
or if Inmarsat so decides, Inmarsat shall convene a meeting open to all DPs to
consider the proposal.  DPs shall have
sixty (60) days in which to respond to any such proposal for amendment.  If the proposed amendment or addition is agreed
to in writing by Inmarsat and by DPs responding to the proposal providing between
them sixty six and two thirds per cent (66.66%) of Inmarsat Total Airtime
Revenues derived from all responding DPs in the twelve (12) months immediately
preceding the date of the circulation of the proposal, the amendment shall take
effect in this Agreement and all other Commercial Framework Agreements, on a
date to be determined by Inmarsat and the DPs which agree to the amendment.


 


23.                               Severability


 


If any provision of this
Agreement is held by any court or other competent authority to be void or unenforceable
in whole or part, this Agreement shall continue to be valid as to the other
provisions thereof and the remainder of the affected provision.


 


27

















 


24.                               Counterparts


 


This Agreement may be
executed in more than one counterpart and shall come into force once each party
has executed such a counterpart in identical form and exchanged the same with
the other party.


 


25.                               Assignment


 


25.1                           Subject
to Clause 25.2, neither party shall assign, transfer or charge all or any
of its rights and/or obligations under the Agreement without the prior written
consent of the other party, and further provided that any such assignment,
transfer, or charge shall not relieve the assigning party from liability for
the performance of any of its past, present or future obligations (including
financial obligations) or duties under the Agreement.  Requests for Novation of this Agreement shall be treated on a
case by case basis.


 


25.2                           The
consent required for assignment under Clause 25.1 shall not be withheld or
delayed unreasonably where the assignment or charge is to an Affiliate  of
the assigning party or an entity that is the result of a merger or
reorganization of the assigning party.


 


26.                               Actions by Ventures


 


Ventures shall not take any action (which shall
include a failure to act) that will undermine or otherwise frustrate the
ability, or cause the failure, of Inmarsat to perform its obligations under
this Agreement.


 


28

















 


EXECUTED as an agreement the day and the year
first above written


 


 


INMARSAT VENTURES LIMITED


 


	
  Signature:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Alison
  Horrocks

  
	
   

  	
   

  
	
  Title:

  	
  Company
  Secretary

  



 


 


INMARSAT LIMITED


 


	
  Signature:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Michael
  Butler

  
	
   

  	
   

  
	
  Title:

  	
  Managing
  Director

  



 


 


[DP COMPANY NAME]


 


	
  Signature:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  [

  
	
   

  	
   

  
	
  Title:

  	
  [

  



 


29

















 


ANNEX 1


 


 


Illustrative Key
Performance Indicators


 


	
  Key Results
  Areas

  DP -> Market

  	
   

  	
  Key Performance Indicators

  
	
  Maintain and develop effective
  and relevant routes to market

  	
   

  	
  •                  Scale of direct sales activity: number of sales people; number of
  sales offices; skill/experience profile of staff

  •                  Number of SPs

  •                  Geographic, vertical market & applicational reach of SP network

  •                  SP acquisition and retention

  •                  SP satisfaction and skill level

  
	
   

  	
   

  	
   

  
	
  Proactively market to grow the
  broader opportunity

  	
   

  	
  •                  Sales lead generation, follow-up & fulfilment activities
  undertaken

  •                  Marketing resources, spend and effectiveness

  •                  Number of business development/marketing staff employed dedicated to
  Inmarsat

  •                  VAS development

  •     Event
  attendance

  •                  PR

  •                  Advertising

  •                  Alignment with Inmarsat activities e.g. passing through promotions to
  market

  
	
   

  	
   

  	
   

  
	
  Maintain integrity of Inmarsat
  brand & reputation

  	
   

  	
  •                  Use of the Inmarsat brand consistent with Branding Principles

  •                  Provision of high quality, tiered customer services to the market

  
	
   

  	
   

  	
   

  
	
  Take responsibility for licenses
  in all countries where DP conducts business

  	
   

  	
  •                  Number of licensed countries within network

  •                  Growth in licensed countries

  
	
   

  	
   

  	
   

  
	
  Innovation

  	
   

  	
  •                  USP of value proposition

  •                  Range of VASs offered

  •                  Growth in VASs in identified areas

  
	
   

  	
   

  	
   

  
	
  Display world-class account
  management capability

  	
   

  	
  •                  Training capability to DP staff and customers

  •                  Customer loyalty schemes in place

  •                  Sales (pipeline) management system

  •                  Sales reward & incentive structures

  •                  Customer & Partner review processes

  
	
   

  	
   

  	
   

  
	
  Sales forecasting

  	
   

  	
  •                  Accuracy of forecasts

  •                  Frequency of updates to sales forecasts

  



 

















 


ANNEX 2


 


 


Selection Criteria


 


1.                                       Objective criteria will be used to
assess the suitability of prospective DPs to distribute BGAN Services.


 


2.                                       To be appointed as a new BGAN
Services DP, the prospective company must, at a minimum, satisfy the following
criteria:


 


•                  As a business entity or its parent
organisation, where the prospective DP is an operating unit of a larger
organization/group, annual revenues in excess of **** derived from one or more
of the following or similar type services:


 


•                  telecommunication hardware, services
and solutions


•                  IT hardware,  services and solutions


•                  mobile connectivity hardware,
services and solutions;


•                  IP/packet-data hardware, services
and solutions.


 


•                  Is able to provide 24/7 1st line
Customer Services capability to its customers either directly or through its
channel or through contractual arrangements with third parties.  Such capability shall be appropriate to the
scale of business being provided by the DP and the requirements of the customer
base.  This capability will not be
provided by Inmarsat.


 


•                  Is able to provide a retail billing
capability for its customers.  This
capability shall be provided to its customers either directly or through its
channel or through contractual arrangements with third parties.  This capability will not be provided by
Inmarsat.


 


•                  Must be in the top 10 market leaders
for its respective market/segment/geography.


 


•                  Be eligible to trade in a licensed
regime, and be capable of acquiring such licenses as are required, where that
is applicable to the prospective DP’s target markets.  Such licensing shall be obtained and provided directly or through
the DP’s channel.


 


•                  Have an end-user base that
represents new and/or expanded markets


 


•                  Is able to add value above the base
service proposition.  Examples include
but are not limited to prepaid services, enhanced service propositions,
solutions offering a modified or enhanced BGAN Service.


 


30

















 


Annex 3


 


****


 


31

















 


Annex 4


 


****


 


 

















 


Annex 5


 


****


 


 

















 


 


LESO Agreement and CFA — list of
signatories


(as at 24 May 2004)


 


 


	
  Country

  	
   

  	
  Name of LESO

  	
   

  	
  Date LESO

  agmt signed

  	
   

  	
  Operational LES

  	
   

  	
  Date CFA signed

  
	
  Algeria

  	
   

  	
  Ministère de la Poste et des Technologies  de l’Information et de la Communication

  	
   

  	
  25-04-04

  	
   

  	
  Yes

  	
   

  	
  25-04-04

  
	
  Brazil

  	
   

  	
  Empresa
  Brasileira de Telecomunicacoes SA (EMBRATEL)

  	
   

  	
  16-04-04

  	
   

  	
  Yes

  	
   

  	
  16-04-04

  
	
  Canada

  	
   

  	
  Stratos Wireless, Inc.

  	
   

  	
  30-01-04

  	
   

  	
  Yes

  	
   

  	
  30-11-03

  
	
  China

  	
   

  	
  Beijing Marine Communication & Navigation
  Company

  	
   

  	
  08-04-04

  	
   

  	
  Yes

  	
   

  	
  08-04-04

  
	
  France

  	
   

  	
  France Telecom Mobile Satellite  Services Communications

  	
   

  	
  29-03-04

  	
   

  	
  Yes

  	
   

  	
  01-12-03

  
	
  Greece

  	
   

  	
  Hellenic Telecommunications Organization (OTE) SA

  	
   

  	
  29-03-04

  	
   

  	
  Yes

  	
   

  	
  29-03-04

  
	
  Hong Kong

  	
   

  	
  Reach Network Hong Kong Ltd

  	
   

  	
  14-04-04

  	
   

  	
  Yes

  	
   

  	
  14-04-04

  
	
  India

  	
   

  	
  Videsh Sanchar Nigam Limited (VSNL)

  	
   

  	
  13-04-04

  	
   

  	
  Yes

  	
   

  	
  13-04-04

  
	
  Iran

  	
   

  	
  Telecommunication Company of Iran (TCI)

  	
   

  	
  16-05-04

  	
   

  	
  Yes

  	
   

  	
  16-05-04

  
	
  Israel

  	
   

  	
  Israel Telecommunications Corp. Ltd. (Bezeq)

  	
   

  	
  04-04-04

  	
   

  	
  Yes

  	
   

  	
  04-04-04

  
	
  Italy

  	
   

  	
  Telecom Italia SpA

  	
   

  	
  08-03-04

  	
   

  	
  Yes

  	
   

  	
  08-03-04

  
	
  Japan

  	
   

  	
  KDDI Corporation

  	
   

  	
  29-03-04

  	
   

  	
  Yes

  	
   

  	
  29-03-04

  
	
  Korea

  	
   

  	
  KT Corporation

  	
   

  	
  04-04-04

  	
   

  	
  Yes

  	
   

  	
  04-04-04

  
	
  Netherlands

  	
   

  	
  Xantic BV

  	
   

  	
  01-04-04

  	
   

  	
  Yes

  	
   

  	
  01-12-03

  
	
  Norway

  	
   

  	
  Telenor Satellite Services AS

  	
   

  	
  13-04-04

  	
   

  	
  Yes

  	
   

  	
  01-12-03

  
	
  Poland

  	
   

  	
  Telekomunikacja Polska SA (Polish Telecom)

  	
   

  	
  14-04-04

  	
   

  	
  Yes

  	
   

  	
  14-04-04

  
	
  Portugal

  	
   

  	
  Companhia Portugesa Radio Marconi SA

  	
   

  	
  31-03-04

  	
   

  	
  Yes

  	
   

  	
  31-03-04

  
	
  Russia

  	
   

  	
  International
  Satellite Communications Centre (ISCC) [was Far Eastern Shipping Company
  (FESCO)]

  	
   

  	
  20-04-04

  	
   

  	
  Yes

  	
   

  	
  20-04-04

  
	
  Russia

  	
   

  	
  Morsviazsputnik

  	
   

  	
  10-03-04

  	
   

  	
  Yes

  	
   

  	
  10-03-04

  
	
  Saudi Arabia

  	
   

  	
  Saudi Telecom Company (STC)

  	
   

  	
  12-04-04

  	
   

  	
  Yes

  	
   

  	
  12-04-04

  
	
  Singapore

  	
   

  	
  Singapore Telecommunications Ltd

  	
   

  	
  08-04-04

  	
   

  	
  Yes

  	
   

  	
  08-04-04

  
	
  Thailand

  	
   

  	
  CAT Telecom Public Company Limited

  	
   

  	
  21-04-04

  	
   

  	
  Yes

  	
   

  	
  21-04-04

  
	
  Turkey

  	
   

  	
  Türk Telecommunication AS

  	
   

  	
  31-03-04

  	
   

  	
  Yes

  	
   

  	
  31-03-04

  
	
  UAE

  	
   

  	
  Emirates Telecommunications Corp (ETISALAT)

  	
   

  	
  13-04-04

  	
   

  	
  Yes

  	
   

  	
  13-04-04

  
	
  Vietnam

  	
   

  	
  Vietnam Maritime
  Communications & Electronics Company (VISHIPEL)

  	
   

  	
  12-04-04

  	
   

  	
  Yes

  	
   

  	
  12-04-04

  



 


 

















 


****


 

















 


****