Exhibit 10.7


 


	
  

  	
   

  	
  Contract No. INM-CO/01-2876/HC

  



 


 


INMARSAT
LIMITED

99 City Road, London EC1Y 1AX, England


 


 


Contract No.
INM –CO/01-2876/HC


 


 


for


 


Broadband
Global Area Network (BGAN) Radio Access Network (RAN)


 


 


with


 


 


THRANE
& THRANE A/S

Lundtoftegårdsvej 93D, DK-2800 Lyngby, Denmark


 


 


Proprietary &
Confidential


 

















 


INMARSAT
CONTRACT


TERMS AND
CONDITIONS


Table of
Contents


 


	
  Article

  	
   

  	
  Title

  	
   

  
	
  Preamble

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Scope of Work

  	
   

  
	
  2

  	
   

  	
  Delivery
  by Contractor

  	
   

  
	
  3

  	
   

  	
  Performance
  Schedule

  	
   

  
	
  4

  	
   

  	
  Price

  	
   

  
	
  5

  	
   

  	
  Final Acceptance

  	
   

  
	
  6

  	
   

  	
  Taxes and
  Duties

  	
   

  
	
  7

  	
   

  	
  Payment Terms

  	
   

  
	
  8

  	
   

  	
  Contractor
  Deliverables, Title and Assumptions of Risk

  	
   

  
	
  9

  	
   

  	
  Warranty
  as to Quality

  	
   

  
	
  10

  	
   

  	
  Access to Work in
  Progress and Data

  	
   

  
	
  11

  	
   

  	
  Inmarsat’s
  Rights in Technical Data and Inventions

  	
   

  
	
  12

  	
   

  	
  Patents For
  Foreground Inventions

  	
   

  
	
  13

  	
   

  	
  Intellectual
  Property Right Indemnity

  	
   

  
	
  14

  	
   

  	
  Loss and Damage,
  Indemnity

  	
   

  
	
  15

  	
   

  	
  Inmarsat-Furnished
  Property and Facilities

  	
   

  
	
  16

  	
   

  	
  Inmarsat-Furnished
  Documents, Examination

  	
   

  
	
  17

  	
   

  	
  Confidentiality

  	
   

  
	
  18

  	
   

  	
  Public Release of
  Information

  	
   

  
	
  19

  	
   

  	
  Termination

  	
   

  
	
  20

  	
   

  	
  Termination for Convenience

  	
   

  
	
  21

  	
   

  	
  Incentives and Remedies
  for Early and Late Delivery

  	
   

  
	
  22

  	
   

  	
  Remedies
  for Unsatisfactory Service and Support

  	
   

  
	
  23

  	
   

  	
  Consequences of Force
  Majeure

  	
   

  
	
  24

  	
   

  	
  Governmental Authorizations

  	
   

  
	
  25

  	
   

  	
  Applicable Law

  	
   

  
	
  26

  	
   

  	
  Arbitration

  	
   

  
	
  27

  	
   

  	
  Changes

  	
   

  
	
  28

  	
   

  	
  Key Personnel

  	
   

  
	
  29

  	
   

  	
  Key
  Sub-Contractors

  	
   

  
	
  30

  	
   

  	
  Technical
  Data Deposit

  	
   

  
	
  31

  	
   

  	
  Assignment
  of Contract

  	
   

  
	
  32

  	
   

  	
  Responsible
  Officers

  	
   

  
	
  33

  	
   

  	
  Communications

  	
   

  
	
  34

  	
   

  	
  Time Limits

  	
   

  
	
  35

  	
   

  	
  Order
  of Precedence

  	
   

  
	
  36

  	
   

  	
  Waiver

  	
   

  
	
  37

  	
   

  	
  Options

  	
   

  
	
  38

  	
   

  	
  Warranty
  Support and Maintenance Support

  	
   

  
	
  39

  	
   

  	
  Spares

  	
   

  
	
  40

  	
   

  	
  Entire
  Agreement

  	
   

  
	
   

  	
   

  	
  Signature

  	
   

  



 


	
  Annexes:

  	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  Statement of
  Work (SOW)

  	
   

  
	
  B

  	
   

  	
  System Requirements
  Specification (SRS)

  	
   

  
	
  C

  	
   

  	
  Air
  Interface Specifications

  	
   

  
	
  D

  	
   

  	
  Price Breakdown and Payment Plan

  	
   

  
	
  E

  	
   

  	
  Warranty and Maintenance Plan

  	
   

  
	
  F

  	
   

  	
  Key Personnel

  	
   

  
	
  G

  	
   

  	
  Key Sub-Contractors

  	
   

  
	
  H

  	
   

  	
  Contractor Background

  	
   

  



 

















 


Preamble 


 


This
is a Contract between Thrane & Thrane A/S (hereinafter referred to as the
“Contractor”), a company organized and existing under the laws of Denmark, with
its registered office at Lundtoftegårdsvej 93D, DK-2800 Lyngby, Denmark, and
Inmarsat Ltd, whose registered office is at 99 City Road, London EC1Y 1AX,
England (hereinafter referred to as “Inmarsat”)


 


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


 


Article 1:                                           Scope of Work


 


A.                                   The Contractor shall deliver to Inmarsat a Radio Access
Network (RAN) in accordance with all the requirements of this
Contract, including Annex A and B hereto, entitled Statement of Work (SOW) and System
Requirements Specification (SRS), the terms and conditions of this
Contract, and as directed by Inmarsat’s Responsible Officer, Helga Cantrell,
hereinafter referred to as “the Work”.


 


B.                                     Annex A and B hereto, entitled Statement of
Work and SRS set out the technical requirements and the functional
specifications to be met by the Contractor and the deliverables to be supplied
hereunder.  The total firm fixed price
referred to as “the Price” under Article 4 hereto, entitled Price
is for the Work to be provided hereunder and is inclusive of all applicable
taxes and duties in accordance with Article 6 hereto, entitled Taxes and
Duties.


 


Article 2:                                           Delivery by Contractor


 


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


 


B.                                     The Radio Network Sub-system (RNS) delivery
locations shall be either as indicated in Annex A hereto, entitled Statement of
Work, or as finally determined by Inmarsat.  Notice of the final selection of delivery
locations shall be provided to the Contractor no later than six (6) months from
EDC.  All deliverable items shall be
delivered in accordance with Article 3 hereto, entitled Performance
Schedule in accordance with Annex A and B hereto, entitled Statement of
Work and SRS.


 


Article 3:                                           Performance
Schedule


 


The
Work, as defined in Article 1 hereto, entitled Scope of Work and as set out
in Annex A and B hereto, entitled Statement of Work  and SRS, shall be performed
in accordance with the schedule detailed in Annex A and B herein, entitled
Statement
of Work and SRS.  Final Acceptance
of the RAN in accordance with Article 5 hereto, entitled Final
Acceptance shall be completed no later than thirty (30) months after EDC.


 


Article 4:                                           Price


 


A.                                   The firm fixed price for the Work as defined in
Annex A and B herein, entitled Statement of Work and  SRS shall be **** and shall
be all inclusive and shall hereinafter be referred to as “the Price”.


 


B.                                     The prices for the Options under this contract
are detailed in Article 37 hereto, entitled Options.


 


Article 5:                                           Final Acceptance


 


A.                                   All deliverable items specified in
Paragraph A of Article 2 hereof, entitled Delivery by Contractor, and
the Contractor’s entitlement to the Price specified in Article 4 hereof,
entitled Price,
shall be subject to Final Acceptance of such items by Inmarsat.


 


B.                                     Inmarsat shall notify the Contractor of its
acceptance or rejection of project milestones prior to Final Acceptance and of
Final Acceptance of the Work within thirty (30) days after delivery or, if
applicable, upon completion of post-delivery acceptance of project milestones
prior to


 


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Final
Acceptance.  Final Acceptance shall be
in accordance with the procedures specified in Annex A and B hereto, entitled Statement of
Work and SRS.


 


C.                                     The Contractor’s right to retain any payments
made pursuant to Article 7 hereof, entitled Payment Terms, shall be
conditional upon Final Acceptance of the Work in accordance with the procedures
and requirements referred to in Paragraph B of this Article.  If any part of the Work is not accepted
Paragraph B of Article 9 hereto, entitled Warranty as to Quality and
Article 21 hereof, entitled Incentives and  Remedies for Early and Late Delivery shall
apply.  Payments prior to Final
Acceptance of the Work in its entirety shall not be construed as acceptance of
any part of the Work and shall only be made against the completion of project
milestones specified in Annex D hereto, entitled Price Breakdown and Payment Plan.


 


Article 6:                                           Taxes and Duties


 


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


 


B.                                     The Price stated in Article 4 hereto,
entitled Price
is inclusive of all customs duties, VAT and sales and other taxes arising up to
the point of delivery to Inmarsat, which shall be identified on the invoice at
the applicable rates.


 


C.                                     Inmarsat shall be responsible for all taxes,
duties and similar liabilities that may become due by reason of the supply of
any Inmarsat equipment or other property to the Contractor.  The Contractor shall provide all reasonable
assistance to Inmarsat in connection with the importation of the Inmarsat
equipment as required, to ensure that the duration of customs clearance for any
Inmarsat equipment will not exceed seven working days from arrival of such
equipment at the port of entry.


 


D.                                    The Contractor shall be responsible for paying any withholding taxes
due on any payments made in connection with this Contract by Inmarsat and shall
indemnify Inmarsat from any liability for such withholding taxes.


 


E.                                      Where the Contractor pays remedies to Inmarsat (or its successor to
this Contract) under Articles 19, entitled Termination and Article 21, entitled Incentives
and Remedies for Early and Late Delivery (excluding interest
payments) or where Inmarsat withholds payment or where the Contractor provides
Unavailability Credits under this Contract, in accordance with Article 22,
entitled Remedies
for Unsatisfactory Service and Support, such remedies, withholdings
or payments will be treated as a reduction in the Price as described in
Article 4 hereto, entitled Price for which the Contractor will issue a
credit note.  The credit note shall
separately identify any credit for taxes and duties. If there are insufficient
sums under the Contract against which to issue a credit note the Contractor
shall pay the outstanding sums to Inmarsat.


 


Article 7:                                           Payment Terms


 


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


 


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


 


C.                                     Inmarsat shall pay each amount within thirty
(30) days after Inmarsat receives the invoice and certification, provided,
however, that if Inmarsat concludes that the requirements for such milestone
event have not been fulfilled, the applicable payment shall not be made until


 


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within
thirty (30) days after Inmarsat has determined that the requirements for such
milestone event have been fulfilled.


 


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


 


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


 


Article 8:                                           Contractor Deliverables, Title and Assumption of Risk


 


A.                                   Title to all deliverable items specified in
Paragraph A of Article 2 hereof, entitled Delivery by Contractor, shall
pass to Inmarsat upon Final Acceptance thereof by Inmarsat pursuant to
Article 5 hereof, entitled Final Acceptance.  The Contractor warrants to Inmarsat that it has and will deliver
good title to all such deliverable items, free from any claim, lien, pledge,
mortgage, security interest, or other encumbrances, including, but not by way
of limitation, those arising out of the performance of the Work.


 


B.                                     With respect to each such deliverable item, the
risk of loss or damage shall be borne by the Contractor up to the time of
delivery into Inmarsat’s custody pursuant to Article 2 hereof, entitled Delivery by
Contractor.  After such
delivery, Inmarsat shall bear the risk of loss or damage. Notwithstanding the
foregoing any loss or damages to such deliverables, caused by the Contractor,
shall be subject to Article 14 hereto, entitled Loss and Damage, Indemnity.


 


C.                                     Notwithstanding the passing of title or
documents and reports, Inmarsat’s rights to use the information contained
therein shall be subject to Article 11 hereof, entitled Inmarsat’s
Rights in Technical Data and Inventions.


 


Article 9:                                           Warranty as to Quality


 


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


 


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


 


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


 


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


 


B.                                     In the event of defective or non-conforming
Work, whether equipment, services, software, reports or otherwise, Inmarsat
shall notify the Contractor that the Work is non-conforming.  Such notice may be given after delivery, in
accordance with Article 5 hereof, entitled Final Acceptance, or prior to
delivery, at any time during the performance of this Contract.  In either case, the notice shall identify
those particulars in which the Work fails to conform. Inmarsat shall have the
following remedies:


 


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


 


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


 


3.                                       Inmarsat may elect to reject any part of the
Work that is non-conforming, in which case the Contractor shall reimburse
Inmarsat for all amounts previously paid for such Work with interest at the
rate as set out in Article 7 hereof, entitled Payment Terms, calculated
from the day following the date of each payment by Inmarsat until the date of
reimbursement, and shall also be liable for any increased costs reasonably
incurred by Inmarsat in procuring alternative goods and/or services.


 


C.                                     With respect to each deliverable item or
service, these warranties and support shall run for a period of two (2) years
on all hardware, software and documentation delivered from the date of Final
Acceptance by Inmarsat pursuant to Article 5 hereof, entitled Final
Acceptance. With respect to any latent defect not discoverable upon
acceptance testing or use within the warranty period, such warranty period
shall run from the time of discovery of such latent defect.


 


D.            Any
corrections or replacements made pursuant to this Article shall be subject
to Article 8 hereof, entitled Contractor Deliverables, Title and Assumption of Risk.  With respect to any component that is
corrected or replaced, the warranty period specified in this Article shall
be suspended from the date of notification of the defect by Inmarsat and shall
recommence upon the date of satisfactory completion of the correction or
replacement for the un-expired portion of the warranty period.  Where such correction or replacement renders
other Work non-functional, the warranty period shall be similarly extended for
such Work.


 


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


 


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


 


Article 10:                                    Access to Work in Progress and
Data


 


A.                                   As used in this Article, the term
“Sub-Contractors” refers to those Sub-Contractors within the scope of
Article 29 hereof, entitled Key Sub-Contractors.  To the extent necessary to implement this
Article, the Contractor shall pass the provisions hereof through into all such
Key Sub-Contracts and suppliers of critical path items.


 


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


 


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


 


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


 


4

















 


available
for such purposes for a period of two (2) years from the date of expiry or
earlier termination of this Contract.


 


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


 


Article 11:                                    Inmarsat’s Rights In
Technical Data and Inventions


 


A.                                   Definitions


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


B.                                     Notification of and disclosure of Foreground to Inmarsat


 


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


 


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2.                                       Inmarsat may at any time
and from time to time request the Contractor by written notice to disclose to
it any or all of the Foreground and the Contractor shall disclose to Inmarsat
full details of the Foreground requested, sufficiently complete to convey a
clear understanding of the nature, purposes, operation and, to the extent known
to the Contractor, the technical characteristics of the Foreground.


 


3.                                       Inmarsat, without payment
of additional compensation to the Contractor, may disclose to any Designee any
item of Foreground disclosed to it hereunder.


 


C.                                     Use and Practice of Foreground by Inmarsat and others


 


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


 


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


 


(a)                                  any such sub-licence shall be non-exclusive and shall be limited and
subject to the rights and obligations granted hereunder;


 


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


 


D.                                    Use and Practice of Background 


 


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


 


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


 


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


 


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


 


5.                                       At the written request of
Inmarsat, the Contractor shall grant licenses under this Article 11.D. to
any Designee of Inmarsat.


 


E.                                      Copyright in Reports


 


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


 


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


 


F.                                      Copyright in software


 


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


 


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G.                                     Availability of Know-how 


 


Notwithstanding any other
provision of this Article 11 under which limitations or conditions may be
imposed on Inmarsat or any other person or entity authorised by the Contractor
to use Know-how:


 


1.                                       The right to use any
Know-how shall become unconditional and unlimited immediately upon such item
having come into the public domain;


 


2.                                       If the relevant Know-how
becomes lawfully available to Inmarsat or any other entity authorised to use it
under this Article 11 on other terms, Inmarsat or such other person or
persons or entity may, at its sole discretion, use the relevant Know-how on
such other terms notwithstanding that such terms are more favourable to
Inmarsat or such other person or entity than the terms contained in this
Article 11.


 


H.                                    Marking Know-how


 


1.                                       All Foreground that is
disclosed under this Article 11 shall be marked by the Contractor with the
following notice:


 


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


 


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


 


2.                                       All Contractor Background
supplied under this Article 11 shall be marked by the Contractor with the
following notice:


 


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


 


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


 


3.               Inmarsat and any other
person or entity to whom any Know-how is disclosed under this Contract shall be
entitled at any time to modify, remove, obliterate or ignore any legend or
equivalent marking which appears on any item of Know-how which is not expressly
authorised by this Article 12 provided that a written notice is first sent
to the Contractor advising the Contractor of such proposed action and the
Contractor fails, within twenty-one (21) days of receiving such notice,
satisfactorily to justify to Inmarsat the retention of such legend or
marking.  Any failure to mark Contractor
Background shall entitle Inmarsat to treat the same as if it were Foreground.


 


I.                                         Sub-Contracts


 


1.                                       In any Sub-Contract which may involve a
material amount of study, research or development the Contractor shall, unless
otherwise authorized or directed by Inmarsat in writing, include provisions
relating to Know-how which shall ensure that Inmarsat is not disadvantaged as a
result of such Sub-Contract and which shall not adversely affect the rights of
Inmarsat to use, or to exercise the Option in respect of any Foreground as
provided for under this Article 11. 
Without prejudice to the generality of the foregoing, the Contractor
undertakes not to enter into any Sub-Contract that may involve the generation
of Foreground without first obtaining from the relevant Sub-Contractor a
contractual undertaking that all Intellectual Property Rights in any such
Foreground will vest in the Contractor and an obligation to assign the same to
the Contractor, to the extent that such rights are assignable, and an
irrevocable and unconditional waiver of all other such rights.  As between Inmarsat and the Contractor, the
responsibility for and cost of obtaining all such assignments and waivers shall
be borne by the Contractor.


 


7

















 


2.                                       If a Sub-Contractor refuses to accept any
provision pursuant to Article 11 the Contractor shall promptly submit a
written report to Inmarsat setting out the Sub-Contractor’s reasons for refusal
and shall not proceed with the Sub-Contract without Inmarsat’s written consent.


 


J.                                        Further Assurance


 


Notwithstanding
termination of this Contract for any reason, the Contractor shall do and execute
and shall procure that its employees and any Sub-Contractor and its employees
engaged in the performance of the Works do and execute all and any documents
and do all such things as Inmarsat may require to give effect to the provisions
of this Article 11.


 


K.                                    Warranty of Authority


 


The Contractor
warrants that it has or will obtain full power and authority to carry out the
provisions of this Article 11 from all persons and other entities who
perform any Work under this Contract or any Sub-Contract.


 


Article 12:                                    Patents For Foreground
Inventions


 


A.                                   Secrecy of Foreground Inventions


 


1.                                       The Contractor shall take all necessary steps
to preserve the secrecy of all Foreground Inventions and shall use its best
endeavors not to publish, put into commercial use, offer for sale or otherwise
perform acts which would adversely affect the patentability of any Foreground
Invention in any country before an application is filed pursuant to this
Article 12.


 


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


 


B.                                     Filing Of Patent Application


 


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


 


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


 


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


 


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


 


5.                                       Should the
Contractor or any other person or entity deriving rights from the Contractor
(excluding licensees under this Contract) elect to abandon an application or a
granted patent, the Contractor shall so notify Inmarsat in writing not less
than sixty (60) days before any such application or Patent is allowed to lapse
or any positive act of abandonment is taken. 
At the written request of Inmarsat the Contractor shall promptly
transfer to Inmarsat the entire right, title and interest in each such
application or patent


 


8

















 


and, pending such transfer, shall take all necessary
action (including without limitation the payment of fees) to maintain such
application or patent.  On the transfer
of an application or patent pursuant to this Article 12 the Contractor may
reserve to itself an irrevocable, non-exclusive, royalty-free licence to use
the Foreground Invention which is the subject of the application or the patent
in the relevant country (with the right to grant sub-licenses).


 


6.                                       All the
costs of filing and prosecuting any application and maintaining any patent
obtained pursuant to an application shall be borne by the Contractor save that
Inmarsat shall bear all such costs in respect of any patent application filed
or patent obtained by Inmarsat pursuant to this Article 12 and any
application or patent assigned to Inmarsat pursuant to this Article 12.


 


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


 


8.                                       On grant of any patent the Contractor shall
grant to Inmarsat an irrevocable, non-exclusive,
royalty-free right to use the patent throughout the world together with the
right to grant sub-licences of the patent to any Designee.


 


C.                                     Examination of Records Relating to Foreground
Inventions


 


1.                                       At any time between the effective date of this
Contract and the expiry of thirty-sixth (36) months after final payment is made
under Article 7 hereof, entitled Payment Terms, or (if earlier) the date
this Contract terminates, the Contractor shall:


 


(a)                                  permit Inmarsat to examine any books, records,
documents and other data and materials in the possession or control of the
Contractor that Inmarsat shall reasonably deem likely to be directly pertinent
to the discovery or identification of a Foreground Invention or to the
compliance by the Contractor of its obligations under this Contract; and


 


(b)                                 at the written request of Inmarsat, promptly
execute and supply Inmarsat with an irrevocable power of attorney to inspect
and make copies of each Patent application in relation to any Foreground
Invention filed by or on behalf of the Contractor.


 


2.                                       Where Inmarsat has exercised transfer rights, the Contractor shall
assign to Inmarsat all rights in any Foreground Invention the same shall apply
to Foreground that the Contractor has failed to notify to Inmarsat under
Articles 11 and/or 12.  Pending a written assignment to Inmarsat of any
such forfeited rights the Contractor shall hold the Foreground Invention and
all rights in it, including any patents or patent applications, on trust for
Inmarsat and as soon as practicable the Contractor shall transfer to Inmarsat
all such rights in the Foreground Invention.


 


3.                                       The rights accruing to Inmarsat under this
Article 12 shall be in addition and without prejudice to any other rights
that Inmarsat may have in relation to unreported Foreground Inventions.


 


Article 13                                        Intellectual Property Right
Indemnity


 


A.                                   For the purposes of this Article 13:


 


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


 


2.                                       The terms defined in Article 11 hereto,
entitled Inmarsat’s
Rights in Technical Data and Inventions, shall have the same meaning
when used in this Article 13.


 


B.                                     This Article 13 shall apply with respect
to all claims that the Intellectual Property Right of a third party is
infringed by:


 


1.                                       the manufacture, sale, lease or use of any item
to be delivered pursuant to this Contract; or


 


A.                                   the use of any item to provide a service to be
delivered pursuant to this Contract; or


 


9

















 


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


 


C.                                     The Contractor undertakes to defend, at its own
expense, any claim against any Indemnitee and to pay any royalties and other
costs associated with the settlement of such claim and any damages and costs
awarded as a result of any legal proceedings based on such claim. This
obligation shall be contingent upon the Indemnitee giving the Contractor prompt
notice of such claim, all necessary authority to defend or settle the claim on
its behalf and, at the request and sole cost of the Contractor, reasonable cooperation
and assistance and such relevant information as is available to it.


 


D.                                    In this Paragraph D, “enjoinment” means
any legal restraint or prohibition, whether by court order, under a negotiated
settlement or otherwise, and “enjoined” shall be understood accordingly.  If, as a result of any claim to which this
Article 13 applies, the manufacture or delivery of any item or service to
be delivered or otherwise provided pursuant to this Contract is enjoined, or the
sale, lease or use of any item delivered under this Contract is enjoined after
delivery or the use of any Know-how or Invention is enjoined at any time, the
Contractor agrees to do the following in the order stated:


 


C.                                     To use its best endeavours to negotiate a
licence or other agreement with the claimant to resolve the alleged
Intellectual Property Right infringement; and


 


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


 


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


 


E.                                      The Contractor agrees that the provisions of
this Article 13 shall apply to any item modified pursuant to this
Article 13.


 


Article 14:                                    Loss and Damage, Indemnity


 


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


 


B.                                     This Article 14 shall apply with respect to any loss of or
damage to property, or personal injury or death, caused by an act or omission
of the Contractor, or its Sub-Contractors, or the employees or agents of any of
them, in the performance of the Work under this Contract.


 


C.                                     In the case of loss or damage suffered by an Indemnitee, the
Contractor shall provide indemnification for all direct damages suffered.   Contractor specifically excepts
indemnification for indirect, consequential or special damages, including loss
of profit or business.


 


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


 


Article 15:                                    Inmarsat-Furnished
Property and Facilities


 


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


 


1.                                       The Contractor shall exercise due care to
ensure that such property is suitable for the purpose intended in connection
with the performance of the Work under this Contract.  If the Contractor is not so satisfied, it shall give Inmarsat
written notice to that effect as soon as possible.  In the case of deficiencies that should be


 


10

















 


reasonably
discoverable upon receipt and examination, such notice must be given within
fifteen (15) days after receiving the property.


 


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


 


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


 


4.                                       The Contractor shall return such property to
Inmarsat if so requested by Inmarsat, or when it is no longer required in
connection with the performance of any Work under this Contract, or in the
event of termination of this Contract. 
The costs associated with returning the property shall be borne by the
Contractor.


 


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


 


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


 


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


 


Article 16:                                    Inmarsat-Furnished
Documents, Examination


 


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


 


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


 


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


 


D.                                    In addition to the obligations of this Article 16, if the
Contractor concludes, at any time during the performance of this Contract, that
there are inaccuracies or inconsistencies in any documentation supplied by
Inmarsat or that it is not complete or sufficient to enable the Contractor to
perform the Work, the Contractor shall immediately refer the matter to Inmarsat
for resolution before proceeding with any Work affected by such deficiencies.


 


E.                                      If Inmarsat does not receive timely notice that the Contractor is
not satisfied pursuant to this Article 16, or if the Contractor proceeds
with any Work in contravention of this Article 16, the Contractor shall be
neither relieved of its obligation to perform the Work as intended nor entitled
to any increase in the Price or extension of the delivery schedule by
reason thereof.


 


11

















 


Article 17:                                    Confidentiality


 


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


 


B.                                     Even if information is identified as
confidential, disclosure to Inmarsat’s Designees shall be permitted.  Any disclosure by Inmarsat to Designees
shall be subject to reasonable safeguards to protect the confidentiality of
such information.


 


C.                                     Article 11 hereto, entitled Inmarsat’s
Rights in Technical Data and Inventions, and Article 12 hereof,
entitled Patents
for Foreground Inventions, shall take precedence over the provisions
of this Article to the extent that there is any inconsistency.


 


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


 


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


 


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


 


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


 


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


 


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


 


Article 18:                                    Public Release of Information


 


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


 


B.                                     To the extent required to do so by law, the
Contractor shall have the right to release information concerning this
Contract.  Inmarsat shall have the right
to review and approve the content of such release.


 


Article 19:                                    Termination


 


A.                                   Inmarsat shall have the right to terminate this Contract, without
prejudice to any of its other rights and remedies, forthwith by notice in
writing to the Contractor in the event that:


 


1.                                       the Contractor shall default in due performance or observance of any
of its material obligations on its part to be performed or observed hereunder
and (in the case of a remediable breach) fails to remedy such breach within
thirty (30) days of being requested by written notice to do so and in that
event the remedies set out in Article 21 hereto, entitled Incentives
and  Remedies for Early and Late Delivery shall apply; or


 


2.                                       the Contractor passes a resolution or a court of competent
jurisdiction makes an order that the Contractor be wound up otherwise than for
the purpose of bona fide reconstruction or amalgamation, or a receiver, manager
or administrator on behalf of a creditor is appointed in respect of the
Contractor’s business or any part


 


12

















 


thereof, or if
circumstances arise which entitle a court of competent jurisdiction or a
creditor to appoint a receiver, manager or administrator or which entitle the
court otherwise than for the purpose of bona fide reconstruction or
amalgamation to make a winding up order, or the Contractor is unable to pay its
debts within the meaning of section 123 of the Insolvency Act 1986 or
under any other laws domestic or foreign, relating to bankruptcy, insolvency,
reorganisation, winding up or adjustment of debts. In that event the remedies
set out in Article 21 hereto, entitled Incentives and  Remedies for
Early and Late Delivery shall apply.


 


B.                                     For any other breach, including, but not limited to anticipatory
breach, repudiation, inability to perform, or lack of due diligence, which if
remediable is not so remedied within thirty (30) days of a notice from Inmarsat
requiring such remedy, Inmarsat may terminate the Contract, either in whole or
as to any severable portion, and in that event the remedies set out in
Article 21 hereto, entitled Incentives and  Remedies for Early and Late Delivery shall
apply.


 


C.                                     Where Inmarsat after undue delay by the
Contractor notifies the Contractor that time is of the essence of the Contract
and the Contractor shall not have performed any of its obligations stated in
such notice by any reasonable date stated in the notice, Inmarsat may terminate
the Contract in accordance with Article 21 hereto,
entitled Incentives
and  Remedies for Early and Late Delivery.


 


D.                                    If the Contractor fails to comply with the notification requirements
due upon completion of the Contract Work pursuant to Article 11 hereof,
entitled Inmarsat’s
Rights in Technical Data and Inventions, Inmarsat may, until such
notification is provided, withhold payment of the Final Acceptance payment
milestone specified in Annex D hereto, entitled Price Breakdown and  Payment Plan.


 


E.                                      In the event that any alleged breach of this Contract leads to
arbitration proceedings pursuant to Article 26 hereof, entitled Arbitration,
Inmarsat shall be entitled to exercise the remedies in Article 9 hereof,
entitled Warranty
as to Quality, and in this Article pending the outcome of such
proceedings.  If Inmarsat gives notice
of discharge and it is subsequently determined that the Contractor was not in
breach, the rights and obligations of the parties shall be the same as if
Inmarsat had terminated for convenience pursuant to Article 20 hereof,
entitled Termination
for Convenience, unless the parties mutually agree to reinstate the
Contract.


 


Article 20:                                    Termination for Convenience


 


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


 


B.                                     In the event of such termination by Inmarsat, the termination
charges shall be determined by good faith negotiations between Inmarsat and the
Contractor or, if agreement cannot be reached Article 27 hereof, entitled Arbitration,
shall apply.  In making such
determination, the following principles shall be applied:


 


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


 


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


 


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


 


(c)                                  Reasonable costs incurred by the Contractor in
settlement with Sub-Contractors and suppliers as a result of Inmarsat’s
termination.  With


 


13

















 


respect
to any proposed settlement involving an amount in excess of ten (10%) percent
of the value of any such sub-contract, the Contractor shall advise Inmarsat,
and shall not enter into any binding settlement until Inmarsat has approved the
proposal, or until thirty (30) days have elapsed from the date when such advice
was furnished to Inmarsat, whichever is sooner.


 


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


 


C.                                     Unless otherwise agreed, Inmarsat shall be entitled to take
possession of all Work completed or in progress prior to termination under this
Article 20, except for Work associated with any executory portion of the
Contract that is not terminated.


 


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


 


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


 


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


 


Article 21:                                    Incentives and Remedies for Early and Late Delivery


 


Without
prejudice to any other remedies available to Inmarsat, with respect to late
delivery in breach of the schedule requirements in Article 3 hereof,
entitled Performance
Schedule, and as defined in Annex A and B hereto, entitled Statement of
Work and SRS. The following procedures incentives and remedies shall
apply to the Factory Acceptance Test (FAT) and Final Acceptance contractual
milestones as follows:


 


Factory
Acceptance Test (FAT) Milestone:


 


1.                                       In case Factory Acceptance (FAT) is delayed, the Contractor shall be
liable for liquidated damages in the amount of **** per day for each day of
delay of FAT in accordance with Article 5 hereof entitled Final
Acceptance.  Such liquidated
damages shall accrue up to a total amount of ****


 


2.                                       The liquidated damages set out in (1) above shall accrue up to and
including the date of successful FAT or termination by Inmarsat pursuant to
Article 19 hereto, entitled Termination.  During the period when liquidated damages are accruing, the
Contractor shall not be liable for any other damages with respect to such
delay, except as explicitly stated to the contrary.


 


Final Acceptance Milestone:


 


1.                                       Incentives shall be triggered by an early Final Acceptance date before EDC+30
months, in accordance with Article 5 hereto, entitled Final
Acceptance.  Incentives for early Final
Acceptance shall be as follows:  ****
per day for every day the final Acceptance in accordance with Article 5
hereto, entitled Final Acceptance is earlier than EDC+30 months, up to and
including three (3) weeks before EDC+30 months.  If Final Acceptance is earlier than the above-mentioned three (3)
weeks, the Incentives shall be **** of the total Contract Value, less the
Incentives
already accrued spread linearly over the remaining period of up to EDC+ four
(4) months, calculated on a daily basis.


 


2.                                       Lidquidated
Damages shall be triggered by delay to the
scheduled Final Acceptance Date EDC+30 months in accordance with Article 5
hereof, entitled


 


14

















 


Final Acceptance.  There shall be no
differentiation as to which part of the Work caused the delay to the Work and
the Liquidated
Damages shall be as follows: 
**** per day from the first day of delay up to and including three
weeks.  Thereafter the Liquidated
Damages shall be **** of the total Contract Value less the Liquidated
Damages already accrued spread linearly over the remaining period of
up to EDC+ four (4) months, calculated on a daily basis.


 


3.                                       The liquidated damages set out in (2) above shall accrue up to and
including the date of successful Final Acceptance or termination by Inmarsat
pursuant to Article 19 hereto, entitled Termination.  During the period when liquidated damages
are accruing, the Contractor shall not be liable for any other damages with
respect to such delay, except as explicitly stated to the contrary.


 


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


 


5.                                       The liquidated damages specified in this Article may be
recovered by Inmarsat, at its sole discretion, either:


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


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


 


6.                                       If the Contractor fails to promptly complete the Work by the due
date(s), or does not progress the Work such that the same will be completed by
the due date(s), Inmarsat may terminate the Contract, either in whole or any
severable portion thereof.  Inmarsat
shall give the Contractor notice of intention to invoke these remedies thirty
(30) days before giving formal notice of discharge.  In the event Contractor is unable to remedy the situation within
the said thirty (30) days, the following remedies shall apply:


 


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


 


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


 


Article 22                                        Remedies for Unsatisfactory Service and Support


 


A.                                   For the purpose of this Article, periods of
unsatisfactory service of the BGAN RAN shall be referred to as Unavailability
and shall mean failure to meet the requirements of this Contract, in particular
failure to meet the availability requirements specified in Annex A and B
hereto, entitled Statement of Work and SRS, except for the following:


 


1.                                       Planned down-time, such as for preventative
maintenance, in accordance with Annex A and B hereto, entitled Statement of
Work and SRS.


 


15

















 


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


 


1.                                       Unavailability Remedies: For each **** that the cumulative period of unavailability
of each RNS in any calendar month of operation drops below ****% (with the
exception of the first year where the availability requirement is ****%) and is caused by
the Contractor’s failure to meet its responsibilities under this Contract,
Inmarsat shall be entitled to retain or recover **** as Unavailability Remedies. The cumulative
period of unavailability shall not include planned outages and agreed
acceptance periods. The total amount of Unavailability Remedies per month per
RNS shall not exceed **** for availability down to ****%.


 


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


 


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


 


C.                                     The following remedies shall apply in the event
of any RNS showing chronic unsatisfactory performance or
non-compliant performance with the functional requirements  of
Annex A and B hereto, entitled Statement of Work and SRS, in addition to
any other remedies available at law or under this Contract:


 


1.                                       In the event Contractor’s equipment and/or support
are chronically unsatisfactory or non-compliant, Inmarsat shall be entitled to
unavailability remedies not to exceed **** of the total annual warranty or maintenance
payment.


 


2.                                       Termination
for default, in which case the Contractor shall pay the increased costs
actually incurred by Inmarsat in procuring replacement RAN systems, not to
exceed the Contract value.


 


3.                                       Notification
to the Contractor that Inmarsat wishes to continue receiving the service, in
which case the parties shall negotiate in good faith to establish lower
performance standards, and new lower charges. In the event Inmarsat determines
at any time that such lower grade of service is not adequate to meet Inmarsat’s
revised operational requirements, Inmarsat may invoke the remedy in (1) above.


 


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


 


1.                                       Inmarsat measurements, computations and
analyses shall be the basis for determining whether and for what period of time
the performance of the equipment has been unsatisfactory, and the Contractor
shall be given access to such data. Should the Contractor disagree with such
determination and have evidence to the contrary, Inmarsat shall consider such
evidence. In the event that disagreement persists, such disagreement shall be
resolved in accordance with Article 26 hereof, entitled Arbitration.


 


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


 


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


 


16

















 


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


 


Article 23:                                    Consequences of Force Majeure


 


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


 


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


 


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


 


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


 


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


 


F.                                      In the case of one or more force majeure events having a temporary
effect on the ability of the Contractor to comply with the schedule in
Article 3 hereof, entitled Performance Schedule and if the effect
is, or will be, to delay the said schedule by more than six (6) months, or
in the case of force majeure events permanently preventing the Contractor from
complying with said schedule, Inmarsat may declare this Contract to be
terminated, in whole or in part.  With
respect to any part of the Contract that is so terminated, the financial
obligations hereunder of either party shall be determined by negotiations
between the parties or, if agreement cannot be reached, pursuant to
Article 26 hereof, entitled Arbitration.  The object of such determination shall be to equally apportion
between the parties the financial consequences of the termination of the
Contract in whole or in part, taking into account the impact of such
termination on each party, including any insurance proceeds.


 


Article 24:                                    Governmental
Authorizations


 


A.                                   The Contractor shall be responsible for obtaining all governmental
authorisations necessary for the performance of the Work hereunder. For this
purpose the Work shall include without limitation the delivery of all items,
documents and data which are deliverable pursuant to any provision of this
Contract, the conduct of tests and design and progress reviews in accordance
with the requirements of this Contract and the provision of all required
services. Certification by the Contractor to Inmarsat of the receipt of such
governmental authorisations is a condition subsequent.  If such receipt is not certified to Inmarsat
within ninety (90) days after the effective date of this Contract,
Inmarsat may rescind this Contract.  In
the event of such decision, Inmarsat shall have no financial or other
obligation to the Contractor relative to this Contract, and any amounts
previously paid by Inmarsat to the Contractor shall be refunded with interest
at the rate as set out in Article 7 hereof, entitled Payment Terms. Such interest
charges shall be computed commencing from the date when the Contractor received
the refundable payments.


 


B.                                     If the Contractor does not certify receipt of all necessary
governmental authorisations within the time limit specified in Paragraph A
of this Article 24, and if Inmarsat nevertheless elects not to rescind the
Contract but instead to allow the Contractor to proceed with the Work pending
receipt of such authorisations, any subsequent failure of the Contractor to
obtain such authorisations shall be treated as follows:


 


17

















 


1.                                       If such failure is attributable to lack of due
diligence by the Contractor Article 19 hereof, entitled Termination,
shall apply.


 


2.                                       If the Contractor has acted with due diligence,
has notified Inmarsat in accordance with the provisions of this Contract and
its failure to obtain the necessary governmental authorizations is attributable
to causes beyond the Contractor’s reasonable control, Article 23 hereof,
entitled Consequences
of Force Majeure, shall apply.


 


C.                                     Without prejudice to Paragraph A of this Article 24:


 


1.                                       the exercise by Inmarsat or its technical
consultants of any rights under Article 10 hereof, entitled Access to
Work in Progress and Data; and


 


2.                                       the exercise by Inmarsat or its Designees of
any rights under Article 11 hereof, entitled Inmarsat’s Rights in Technical Data and
Inventions;


 


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


 


Article 25:                                    Applicable Law


 


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


 


Article 26:                                    Arbitration


 


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


 


B.                                     A sole arbitrator shall be appointed by the Court, unless either
party requests a three (3) member tribunal, or unless the Court determines in
view of all the circumstances of the case that a three (3) member tribunal is
appropriate.


 


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


 


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


 


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


 


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


 


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


 


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


 


Article 27:                                    Changes


 


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


 


B.                                     A change request from Inmarsat must be identified as such, must be
made or confirmed in writing, and must be signed by the responsible officer
identified in Article 32 hereof, entitled Responsible Officers.  If any other conduct by the responsible
officer or any other representative of Inmarsat is construed by the Contractor
as possibly constituting a change request or an interpretation of the Contract
requirements inconsistent with the Contractor’s


 


18

















 


understanding
of those requirements, the Contractor shall promptly notify Inmarsat and
request clarification.


 


C.                                     Within fifteen (15) days after receiving a change request from
Inmarsat, the Contractor shall submit to Inmarsat a contract change notice in a
format to be provided by Inmarsat and in accordance with the requirements of
this Article 27.  On a case-by-case
basis, the Contractor may request a longer period to prepare the contract
change notice, but any request for such a longer period shall be made by the
Contractor within seven (7) days after the Contractor receives the change
request.  Inmarsat shall not
unreasonably withhold its consent to a request for such a longer period, taking
into account the nature of the change request, but Inmarsat may also take into
account the impact of such an extension on the performance schedule.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)                                 If the parties are unable to reach such an
agreement, the provisions of Article 26 hereof, entitled Arbitration,
shall apply.


 


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


 


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


 


I.                                         Inmarsat’s right to direct the Contractor to proceed with the
implementation of a change pursuant to Paragraph G (2)(c) or H of this
Article 27 shall be subject to the Contractor’s ability to do so, taking
into account the resources, facilities, supplies, and services available to it,
and may also be subject to a stipulated financial limit.


 


Article 28:                                    Key
Personnel


 


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


 


19

















 


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


 


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


 


Article 29:                                    Key Sub-Contractors


 


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


 


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


 


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


 


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


 


Article 30:                                    Technical Data Deposit


 


A.                                   The Contractor agrees that, no later than at
the Final
Acceptance Date as defined in Article 5 herein, entitled Final
Acceptance, it shall deliver to Inmarsat one complete copy of all
software, including without limitation, source code, source software and
supporting software documentation.  The
Contractor shall also deliver to Inmarsat all design documentation, design
drawings and notes, manufacturing production and process information.


 


B.                                     The software, including but not limited to
documentation, design and manufacturing information, referred to in Paragraph A
of this Article 30 shall be updated at least once annually or at differing
intervals upon Inmarsat’s request.


 


C.                                     The software, including but not limited to
documentation, design and manufacturing information, referred to in Paragraph A
of this Article 30 shall include off the shelf third party software which
is included as part of the RAN to the extent that the Contractor has the right
to include it.


 


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


 


Article 31:                                    Assignment of Contract


 


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


 


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


 


20

















 


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


 


D.                                    The Contractor hereby acknowledges that Inmarsat may wish to
exercise the rights provided for in Article 31 C, among other things, so
as to transfer the Work to a third party or parties either in whole or in divisible
parts.  In such event, both parties
agree to act in good faith to minimise any adverse consequences on the
Work.  Inmarsat shall, if necessary,
assist any such third party or parties with necessary technical resource should
such transfer take place prior to delivery of the Work.  Insofar as any additional rights are
required under the Contract to achieve or implement such transfer then the
Contractor agrees to negotiate in good faith the grant of such rights on reasonable
terms and conditions.


 


Article 32:                                    Responsible Officers


 


The
responsible officers of the parties may be changed from time to time by notice
to the other party.  Until further
notice, the responsible officer for Inmarsat shall be Helga Cantrell – Senior
Contracts Manager, and for the Contractor, ****.


 


Article 33:                                    Communications


 


A.                                   All notices, reports, invoices and other correspondence to be
provided to Inmarsat or the Contractor pursuant to this Contract shall be sent
for the attention of the responsible officers referred to in Paragraph A
of Article 32 hereof, entitled Responsible Officers, at the following
addresses:


 


	
  INMARSAT:

  	
   

  	
  CONTRACTOR:

  
	
   

  	
   

  	
   

  
	
  Inmarsat
  Ltd

  	
   

  	
  Thrane
  & Thrane A/S

  
	
  99
  City Road

  	
   

  	
  Lundtoftegårdsvej
  93D

  
	
  London
  EC1Y 1AX

  	
   

  	
  DK-2900
  Lyngby

  
	
  England

  	
   

  	
  Denmark

  



 


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


 


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


 


Article 34:                                    Time Limits


 


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


 


Article 35:                                    Order of Precedence


 


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


 


Article 36:                                    Waiver


 


No relaxation
forbearance delay or indulgence by either party in enforcing any of the terms
and conditions of this Contract or the granting of time by either party to the
other shall prejudice affect or


 


21

















 


restrict the
rights and powers of the said party nor shall any waiver by either party of any
breach hereof operate as a waiver of or in relation to any subsequent or any
continuing breach hereof.


 


Article 37:                                    Options


 


Inmarsat
shall have the following options available for exercise:


 


A.                                   Annually renewable maintenance support for a
period of up to eight (8) years in accordance with Annex A and B hereto,
entitled Statement
of Work and SRS.  The fixed
baseline price for each year of maintenance support following the first two (2)
years of Warranty shall be $**** subject to an annual increase in line
with inflation, but not to exceed 5%, and shall be payable in advance in
quarterly instalments, as set out in Annex D hereto entitled Price
Breakdown and Payment Plan.


 


B.                                     The option for Inmarsat to purchase additional
RNSs shall be subject to the firm fixed price per additional RNS for $****
excluding TT&C equipment and $**** including TT&C equipment. The
delivery time for each additional RNS shall not exceed ten (10) months from the
date the option is exercised.  This
option shall be available to Inmarsat from EDC until thirty-six (36) months
from Final Acceptance.


 


C.                                     The firm fixed price for additional channel
unit sub-systems shall be $**** per channel unit board consisting of
eight (8) channels and $**** for each channel unit subrack comprised of
one (1) subrack, two (2) GigaLAN Switches, and eight (8) Channel Boards for a
total of 64 channels.   The delivery
time for additional channel units shall not exceed six (6) months from the date
the option is exercised.  This option
shall be available to Inmarsat throughout the lifetime of the contract.


 


D.                                    The firm fixed price for
each set of additional Transportable Test Tools, consisting of one (1) UT
simulator and two (2) CN RTB simulators shall be $****. The delivery
time for additional Transportable Test Tools shall not exceed six (6) months
from the date the option is exercised.  This option shall be available to Inmarsat from EDC until thirty-six
(36) months from Final Acceptance.


 


E.                                      The man/day rates for BGAN system integration support over and above
the scope of work as defined in Article 1 hereto, entitled Scope of
Work shall be $****. 
This option shall be available to Inmarsat throughout the lifetime of
the contract.


 


F.                                      The firm fixed price for repeat training course over and above the
scope of work as defined in Article 1 hereto, entitled Scope of
Work shall be $**** per week .  Inmarsat shall give the Contractor at least three (3) months
notice of its intent to exercise this option. 
This option shall be available to Inmarsat from EDC until thirty-six
(36) months from Final Acceptance.


 


G.                                     The firm fixed price for ten (10) years of
engineering support to be provided by Contract during the BGAN integration and
testing phase shall be $****. 
Inmarsat shall give the Contractor at least three (3) months notice of
the time when such support will be required. 
This option shall be available to Inmarsat from EDC until thirty-six
(36) months from Final Acceptance.


 


H.                                    The firm fixed price for redundant AFC Pilot
Generators shall be $**** per site.  This option shall be available to Inmarsat from EDC until
thirty-six (36) months from Final Acceptance.


 


I.                                         The ROM price for a 16.4 metre antenna is $****
per antenna, over and above the price for a 13 metre antenna, which is firm
fixed at $****.  Inmarsat shall confirm
whether it wishes to proceed with this option no later than mid
October 2001.


 


J.                                        The cost reduction for deletion from the
baseline deliverable of one (1) CN Network Gateway is TBD — to be confirmed no
later than KOR.


 


K.                                    The cost reduction for deletion from the
baseline deliverables of one (1) or more RFS, is based on the recurring price
set out in Annex D hereto, entitled Price Breakdown and Payment Plan - to be
confirmed no later than KOR.


 


L.                                      The ROM price for
an independent Man Machine Interface (MMI) at the GRM is $****.  Inmarsat shall confirm whether it wishes to
proceed with this option no later than KOR.


 


22

















 


Article 38                                        Warranty Support and Maintenance Support


 


A.                                   The warranty and maintenance support shall be
in accordance with Article 9 hereto, entitled Warranty as to Quality,
Article 39 hereto, entitled Spares, and Section 10 of Annex A
hereto, entitled Statement of Work.


 


B.                                     Upon expiry of the two (2) year warranty period
referred to in Article 9 hereof, entitled Warranty as to Quality, the
Contractor shall at Inmarsat’s option provide further maintenance and support
as set out in Annex A hereto, entitled Statement of Work, in Annex D hereto,
entitled Price
Breakdown and Payment Plan, and Annex E hereto, entitled Warranty and
Maintenance Plan.  Inmarsat
shall exercise its option for annual maintenance and support at least three (3)
months prior to expiration of the two year warranty period.  Maintenance shall be annually renewable at
the sole option of Inmarsat.  Such
option to renew shall be notified to Contractor at least three (3) months prior
to the expiration date of each annual maintenance period.


 


C.                                     The baseline annual maintenance price is $****
subject to annual increases in line with the formula provided under Annex D,
entitled Price
Breakdown and Payment Plan.


 


Article 39                                        Spares


 


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


 


Article 40:                                    Entire Agreement


 


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


 


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


 


 


	
  THRANE AND THRANE A/S

  	
  INMARSAT LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
  ****

  	
  BY: 

  	
  /s/ Michael
  Storey

  	
   

  
	
   

  	
   

  
	
  ****

  	
  Typed Name:

  	
  Michael
  Storey

  	
   

  
	
   

  	
   

  
	
  ****

  	
  Title: 

  	
  President
  & CEO

  	
   

  
	
   

  	
   

  
	
  ****

  	
  Date: 

  	
  August 1,
  2001

  	
   

  
							



 


23

















 


	
  

  	
   

  	
  Contract INM-CO/01-2876/HC

   

  Broadband Global Area Network

   

  Radio Access Network (RAN)

  Annex A - Statement of Work

  



 


ANNEX A


 


STATEMENT OF WORK


 


A-1

















 


INM-CO/01-2876/HC


 


ANNEX A


 


BGAN RADIO ACCESS NETWORK


 


STATEMENT OF WORK


 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  INTRODUCTION

  	
   

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  PURPOSE AND SCOPE

  	
   

  
	
  1.2

  	
  DOCUMENT
  HIERARCHY

  	
   

  
	
  1.3

  	
  DEFINITION
  METHODOLOGY

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  OVERALL FRAMEWORK

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  TABLE 2:MILESTONE SCHEDULECONTRACTOR
  RESPONSIBILITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  INMARSAT RESPONSIBILITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  PROJECT AND
  SCHEDULE CONTROL

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  PROJECT PLANNING AND
  CONTROL

  	
   

  
	
  5.2

  	
  REVIEW MEETINGS

  	
   

  
	
  5.3

  	
  PROJECT
  SCHEDULING

  	
   

  
	
  5.4

  	
  PROJECT TEAM

  	
   

  
	
  5.5

  	
  LOCATION
  OF THE WORK

  	
   

  
	
  5.6

  	
  INMARSAT RIGHT OF ACCESS

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  QUALITY AND
  CONFIGURATION CONTROL

  	
   

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  QUALITY
  ASSURANCE

  	
   

  
	
  6.2

  	
  QUALITY CONTROL

  	
   

  
	
  6.3

  	
  RELIABILITY

  	
   

  
	
  6.4

  	
  CONFIGURATION MANAGEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  TEST
  AND INTEGRATION

  	
   

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  GENERAL TEST REQUIREMENTS

  	
   

  
	
  7.2

  	
  DESIGN
  PROVING/PROTOTYPE TESTING

  	
   

  
	
  7.3

  	
  UNIT TESTING

  	
   

  
	
  7.4

  	
  INTEGRATION TESTING

  	
   

  
	
  7.5

  	
  BGAN
  SERVICE DEMONSTRATION AND SYSTEM INTEGATION

  	
   

  
	
  7.6

  	
  FACTORY AND SITE
  ACCEPTANCE TESTING

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  DELIVERY AND INSTALLATION

  	
   

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  RAN
  SITE SURVEYS

  	
   

  
	
  8.2

  	
  EQUIPMENT DELIVERY
  PREPARATION

  	
   

  
	
  8.3

  	
  EQUIPMENT
  TRANSPORTATION AND SHIPMENT

  	
   

  
	
  8.4

  	
  SITE INSTALLATION AND
  INTEGRATION

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  TRAINING

  	
   

  
	
   

  	
   

  	
   

  
	
  9.1.

  	
  GENERAL REQUIREMENTS

  	
   

  
	
  9.2.

  	
  OPERATOR TRAINING
  REQUIREMENTS

  	
   

  
	
  9.3.

  	
  ENGINEERING TRAINING
  REQUIREMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  WARRANTY AND MAINTENANCE

  	
   

  



 


A-3

















 


	
  10.1

  	
  GENERAL
  REQUIREMENTS

  	
   

  
	
  10.2

  	
  WARRANTY AND SUPPORT
  REQUIREMENTS

  	
   

  
	
  10.3

  	
  SUPPORT DURING
  WARRANTY AND MAINTENANCE

  	
   

  
	
  10.4

  	
  WARRANTY AND
  MAINTENANCE PROCEDURES

  	
   

  
	
  10.5.

  	
  TELEPHONE
  ON-CALL TECHNICAL WARRANTY AND MAINTENANCE SUPPORT

  	
   

  
	
  10.6.

  	
  FAULT
  REPORTING

  	
   

  
	
  10.7.

  	
  ON-SITE
  ATTENDANCE

  	
   

  
	
  10.8.

  	
  PROBLEM
  RESOLUTION

  	
   

  
	
  10.9.

  	
  STATUS
  REPORTING

  	
   

  
	
  10.10

  	
  WARRANTY AND
  MAINTENANCE CHANGE CONTROL

  	
   

  
	
  10.11

  	
  RELEASE
  CONTROL

  	
   

  
	
  10.12.

  	
  SUPPORT
  ACTIVITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  DELIVERABLE DOCUMENTATION

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  APPLICABLE STANDARDS

  	
   

  
	
   

  	
   

  	
   

  
	
  12.1.

  	
  SITE
  REQUIREMENTS

  	
   

  
	
  12.3

  	
  ENVIRONMENTAL CONDITIONS

  	
   

  
	
  12.4

  	
  HEALTH
  AND SAFETY

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  TEST
  FACILITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  13.1.

  	
  REFERENCE TEST BED (RTB)

  	
   

  
	
  13.2.

  	
  TRANSPORTABLE TEST TOOLS

  	
   

  
	
   

  	
   

  	
   

  
	
  14.

  	
  SYSTEM INTEGRATION EFFORT

  	
   

  
	
   

  	
   

  	
   

  
	
  14.1

  	
  BGAN DEVELOPMENT
  COORDINATION FORUM

  	
   

  
	
  14.2

  	
  ACCESS TO REFERENCE TEST
  BED

  	
   

  
	
  14.3

  	
  SYSTEM INTEGRATION SUPPORT

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX A -
  ABBREVIATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX B

  	
   

  



 


A-4

















 


1.                                      INTRODUCTION


 


1.1                               Purpose and Scope


 


This Statement
of Work (SOW)
defines the work to be performed by the Contractor for the Inmarsat Broadband
Global Area Network (BGAN) Radio Access Network (RAN).


 


The technical
and operational requirements for the RAN are given in the RAN System
Requirements Specification (SRS) document.


 


The System
Overview Document (SOD) is an information document outlines
the overall scope of the BGAN system, of which the RAN is a part.


 


1.2                               Document Hierarchy


 


This Statement
of Work concerns the design, development, implementation and test of the user,
ground and business equipment required to deliver BGAN services.


 


The contract
documentation has been structured as per Table 1 below, containing either
mandatory or guidance information as identified.


 


	
  Document

  	
   

  	
  Type

  	
   

  	
  Content
  Summary

  
	
  Statement of Work (SOW)

  	
   

  	
  Mandatory

  	
   

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

  
	
  System Requirements Specifications (SRS)

  	
   

  	
  Mandatory

  	
   

  	
  Identifies the technical and operational requirements for the work.

  
	
  System Overview Document (SOD)

  	
   

  	
  Guidance

  	
   

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

  



 


Table 1: RAN Documentation


1.3                               Definition Methodology


 


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


 


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


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


 


A-5

















 


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


 


2.                                      OVERALL FRAMEWORK


 


1.               The Contractor shall be fully responsible for all tasks
related to the design, development, fabrication, integration, testing, and
delivery of the RAN.  The RAN consists
of a number of Radio Network Subsystems (RNS) compatible with ETSI UMTS Release
4 specifications, installed at designated Satellite Access Station (SAS) site
locations.


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


3.               The Contractor shall plan for the work being conducted in
accordance with the contractual milestones and associated
schedule identified in Table 2 below.


4.               Inmarsat approval shall be required for successful completion
of all contractual milestones defined in Table 2 below.


5.               The Contractor shall support Inmarsat in the
standardisation of the selected Air Interface specification, as the Satellite
Component of IMT-2000/UMTS by the International Telecommunications Union (ITU),
the European Telecommunications Standards Institute (ETSI) and the American
National Standards Institute (ANSI).


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


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


8.               Inmarsat will chair a Change Control Board (CCB) consisting of
representatives of all contracted BGAN equipment manufacturers (AMN, UT, BSS
etc) which will be responsible for agreement of any changes to the baseline Air
Interface definition for the programme.  
The draft guidelines for the conduct of the CCB are given in Appendix B.


 


A-6

















 


	
  No.

  	
   

  	
  Milestone
  Activity

  	
   

  	
  Required
  Completion Date

  
	
  1)

  	
   

  	
  Kick-off
  Review (KOR)

  	
   

  	
  ****

  
	
  2)

  	
   

  	
  Preliminary
  Design Review (PDR)

  	
   

  	
  ****

  
	
  3)

  	
   

  	
  Final Design
  Review (FDR)

  	
   

  	
  ****

  
	
  4)

  	
   

  	
  Radio
  Frequency Subsystem (RFS) Delivery

  	
   

  	
  ****

  
	
  5)

  	
   

  	
  RAN
  Reference Test Bed (RTB) Ready

  	
   

  	
  ****

  
	
  6)

  	
   

  	
  Site
  Readiness Review (SRR)

  	
   

  	
  ****

  
	
  7)

  	
   

  	
  RAN RTB
  Delivery

  	
   

  	
  ****

  
	
  8)

  	
   

  	
  Factory
  Acceptance Test Review (FATR)

  	
   

  	
  ****

  
	
  9)

  	
   

  	
  Site
  Acceptance Test Review (SATR) for Site 1

  	
   

  	
  ****

  
	
  10)

  	
   

  	
  Final
  Acceptance

  	
   

  	
  ****

  



 


3.                                      Table 2: Milestone
Schedule / CONTRACTOR
RESPONSIBILITIES


 


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


 


4.               The Contractor shall deliver, install and commission the Radio
Access Network (RAN) equipment to the three (3) sites designated by Inmarsat.


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


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


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


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


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


10.         The Contractor shall
provide option pricing for the production and delivery of additional RNS to
additional designated sites.


 


A-7

















 


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


12.         The Contractor shall deliver a descoped Reference Test Bed
(RTB) (RAN on the Bench) to Inmarsat by January 2003 for UT compatibility
testing


 


4.              Inmarsat responsibilities


 


Inmarsat shall
be responsible for providing the following:


 


a)                                      Provisioning of the site facilities including the building (antenna
foundation, temporary antenna erection crane and RF shelter) and associated
infrastructure facilities (e.g. air conditioning, mains AC and DC power, UPS, temporary
storage, site access, cable ways etc.) and COTS test equipment in readiness for
equipment installation.


b)                                     Obtaining all necessary local operating licences for test sites
including radiated tests.


c)                                      If a designated site is not operated by Inmarsat then Inmarsat will
be responsible for obtaining proper authorisation, access and co-operation for
the Contractor to fulfil their contractual obligations and for ensuring that
Contractor equipment is safe-guarded at the site.


d)                                     Suitable office facilities and amenities to Contractor staff at the
nominated site plus Inmarsat HQ, including reasonable use of
telecommunications, etc


e)                                      Chairmanship and administration of the Air Interface Change Control
Board, which will be responsible for controlling changes to the baseline AI
specification.


f)                                        Leading the efforts to establish the selected Air Interface as the
standard for the Satellite Component of UMTS/IMT-2000 by the International
Telecommunications Union (ITU), the European Telecommunications Standards Institute
(ETSI) and the American National Standards Institute (ANSI).


g)                                     Providing draft Interface Control Documents (ICD) for all external
interfaces to the RAN.


h)                                     Ensuring the availability of other BGAN subsystems at their
respective on-site locations, by EDC + 24 months, to enable the Contractor to
perform the RAN Site Acceptance Tests.


i)                                         Ensuring the availability of the BGAN Core Network Reference Test
Bed by EDC + 9 months, for the purpose of interworking testing with the RAN
under development.


j)                                         Providing a baseline Air Interface (AI) definition by KOR, and a
finalised AI definition by PDR. 
Inmarsat would be responsible for validation of correctness and
performance of the AI specification.


k)                                      Providing access to a prototype version of the Payload Control
System (PCS) by EDC + 12 months, for integration testing with the RAN under
development


 


A-8

















 


To support these activities then:


 


1.                                       The Contractor shall provide a final SAS Facilities
Requirement Specification not later than the Preliminary Design Review (PDR).


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


 


1.4         Notifies
Inmarsat formally of the intent to visit at least two weeks before the actual
day.


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


 


1.                                       The Contractor shall provide final details (by PDR) of the
equipment (i.e. floor sizing, etc.) requirements and facilities required at the
Inmarsat NOC/BOC to enable installation at the site.


2.                                       The Contractor shall provide the necessary information to
Inmarsat in order to obtain local licences.


 


5.              Project and
schedule control


 


5.1                               Project Planning and Control


 


1.               Contractor (and subcontractor) management and development processes shall adhere
to Contractor ISO-9001 (or equivalent) processes. Inmarsat shall have the right
to audit the contractor management and development practices applied to this
contract.


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


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


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


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


6.               The Contractor shall maintain a Risk Management Plan.


7.               The Project Management Plan and Risk Management Plan shall be
formally issued within one month of contract commencement.


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


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


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


 


A-9

















 


5.2                               Review Meetings


 


5.2.1                     Milestone Review Meetings


 


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


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


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


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


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


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


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


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


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


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


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


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


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


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


 


A-10

















 


	
  No.

  	
   

  	
  Review
  Meeting

  	
   

  	
  Purpose

  	
   

  	
  Inputs

  	
   

  	
  Duration

  (Days)

  	
   

  	
  Location

  
	
   

  	
   

  	
  KICK-OFF
  MEETING (KOR)

  	
   

  	
  This review shall include:

   

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

   

  b)
  Management plan(s) review;

   

  c)
  Short-term work plan review;

  d)
  Accommodation of Inmarsat staff at site premises;

  e) First
  review of the baseline Air Interface (AI).

  	
   

  	
  •     Project
  Management Plan (PMP);

  •                  Risk Management Plan (RMP);

  •                  Quality Assurance Plan (QAP);

  •                  Configuration Management Plan (CMP);

  	
   

  	
  2

  	
   

  	
  Contractor
  Premises

  
	
  2.

  	
   

  	
  PRELIMINARY
  DESIGN REVIEW (PDR)

  	
   

  	
  This review shall include:

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

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

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

  d) Review
  the network analysis and sizing that has been

  	
   

  	
  •                  System Requirements Allocation;

  •     System
  Operations Concept;

  •                  System Functional Specification - including traceability matrix;

  •                  Overall System Test Plan;

  •                  External Interface Control Document

  •                  Training Plan;

  •                  Facility Requirement Specification;

  •                  Common Air Interface

  •                  System Design Document;

  	
   

  	
  5

  	
   

  	
  Contractor
  Premises

  



 


A-11

















 


	
   

  	
   

  	
   

  	
   

  	
  performed to
  dimension the RAN - this will be incorporated in the system functional
  specifications;

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

  f) Review of
  radio equipment and operations training requirements.

  g) Review of
  SAS and NOC infrastructure requirements.

  h) Review of
  the BGAN Air Interface.

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

  	
   

  	
  •                  Requirements Allocation;

  •                  System Architecture Document;

  •     Operations
  Concept;

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  FINAL DESIGN REVIEW (FDR)

  	
   

  	
  This review shall include:

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

  b) Review of
  the System Design Document end-to-end performance model showing predicted
  performance of user applications;

  c) Review of
  RAN segment design to subsystem level and

  	
   

  	
  •                  System Requirements Allocation;

  •                  System Operations Concepts;

  •                  System Design Document;

  •                  System Functional Specification (including traceability matrix);

  •                  Requirements Allocation;

  	
   

  	
  5

  	
   

  	
  Contractor
  Premises

  



 


A-12

















 


	
   

  	
   

  	
   

  	
   

  	
  including
  operations concepts and MMI interfaces;

  d) Review of
  RAN resource management algorithms and results of associated performance
  models.

  e) Review of
  the RAN test plans.

  f) Finalisation
  of training plan

  g) Finalisation
  of RAN Facilities Requirements.

  h) Finalise
  the Common Air Interface for implementation

  k) Review of
  status of action items from the PDR.

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

  	
   

  	
  •                  System Architecture Document (including traceability matrix to the
  SFS);

  •                  System Test Plan;

  •                  Acceptance Test Plan;

  •                  Factory Acceptance Test (FAT) Plan;

  •                  Site Acceptance Test (SAT) Plan;

  •                  Facility Requirement Specification;

  •                  Training Plan;

  •                  BGAN Air Interface ;

  •                  Operations Concepts;

  •                  MMI Design Document

  •                  Recommended Spares List;

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  SITE READINESS REVIEW (SRR)

  	
   

  	
  This review shall review
  the readiness of the SAS site to accept delivery and installation of the
  Contractor SAS equipment.

  	
   

  	
  •                  Facilities Requirement Specification;

  	
   

  	
  2

  	
   

  	
  SAS site

  



 


A-13

















 


	
  5.

  	
   

  	
  FACTORY ACCEPTANCE TEST REVIEW (FAT)

  	
   

  	
  This review shall
  include:

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

  b) Review of
  the FAT Readiness Report;

  c) Review of
  the Configuration Report;

  	
   

  	
  •                  FAT Plan;

  •                  FAT Procedures;

  •                  FAT Readiness Report;

  •                  FAT Configuration Report;

  	
   

  	
  2

  	
   

  	
  Contractor
  Site (Factory)

  
	
  6.

  	
   

  	
  FIRST SITE ACCEPTANCE TEST REVIEW (SAT)

  	
   

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

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

  b) Review of
  SAT Readiness Report;

  c) Review of
  SAT Configuration Report;

  	
   

  	
  •                  SAT Plan;

  •                  SAT Procedures;

  •                  SAT Readiness Report;

  •                  SAT Configuration Report;

  •                  Installation and Maintenance Manuals;

  	
   

  	
  2

  	
   

  	
  SAS site #1

  
	
  7.

  	
   

  	
  FINAL SITE ACCEPTANCE TEST REVIEW

  	
   

  	
  This review shall
  pertain to all subsequent SAS sites and include:

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

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

  	
   

  	
  •                  As above

  	
   

  	
  3

  	
   

  	
  Contractor
  Site (Factory)

  



 


Table 3: Milestone Reviews


 


A-14

















 


5.2.2                     Progress Reporting


 


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


1.4                      Work performed during the reporting period;


1.5                      Milestones met and/or achieved;


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


1.7                      Dependencies;


1.8                      Problems experienced;


1.9                      Activities planned for the next period;


1.10                Risk Log status;


 


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


3.                                       Inmarsat shall have the right to request the
Contractor to provide direct key subcontractor progress reports.


4.                                       The Contractor shall conduct a monthly progress meetings
with representatives of Inmarsat (either at Contractor’s premises or,
alternatively, by telephone/video conference) where the following shall be
discussed :


 


4.4                                 Current active tasks;


4.5                                 Technical and schedule aspects;


4.6                                 Status and progress;


4.7                                 Technical, contractual and managerial issues;


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


4.9                                 Current and potential problems;


 


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


6.                                       The minutes shall be agreed with Inmarsat.


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


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


 


5.2.3                     Extraordinary Management Meetings


 


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


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


 


5.3                                        Project Scheduling


 


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


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


 


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


3.1.                              Level 1:
Project decomposed into phases;


3.2.                              Level 2:
Phases decomposed into work packages;


3.3.                              Level 3:
Work packages decomposed into tasks;


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


 


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


8.               The Contractor’s WBS shall clearly identify the following key
activities:


•                  System Design


•                  Segment Design


•                  Subsystem Design


•                  Implementation


•                  Factory Acceptance
Test


•                  Site Acceptance Test


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


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


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


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


13.         The Contractor should not commence a level 2 task if the
associated WPD has not been raised.


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


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


16.         The programme schedule shall be developed and maintained using
Microsoft Project.  The following views
shall be presented (as a minimum):


 


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


.2.            Network Activity View - for critical path analysis;


 


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


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


 


5.4                               Project Team


 


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


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


 


A-16

















 


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


 


5.5                                        Location of the Work


 


1.               The Contractor shall provide office accommodation at the
main site that work in being conducted during the development and
implementation phase.


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


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


 


5.6                               Inmarsat Right of Access


 


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


 


4.               The Contractor shall allow the Inmarsat project
co-ordinators access to the main work site, given reasonable notice.


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


 


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


 


6.              Quality and
configuration control


 


6.1                               Quality Assurance


 


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


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


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


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


10.         In the case of software development, a formal software quality management
process that is compliant with ISO 9001 (or equivalent) shall be employed.


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


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


 


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


14.         The software elements of the project shall be developed in
accordance with the Contractor ISO 9001 (or equivalent).


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


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


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


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


 


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


 


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


 


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


 


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


18.         The Contractor shall have in place a Non-Conformance
Control mechanism.


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


20.         Inmarsat shall have authority to approve or reject
all non-conforming items (waivers or deviations to the contract requirements)
prior to acceptance testing or as part of an Acceptance Test Review.


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


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


 


6.2                               Quality Control


 


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


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


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


 


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6.3                               Reliability


 


1.                                       The Contractor shall produce a Reliability (Parts Count)
Prediction (to be included in the relevant System Documentation) for all
new/modified elements of the RAN using an Industry recognised technique (e.g.
Bellcore).  This may incorporate
reliability figures of existing parts/equipment based on experienced service.


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


3.                                       Availability analysis and Reliability Prediction shall be
used to demonstrate confidence that the RAN subsystems availability and outage
performance criteria can be met.


4.                                       The Contractor shall keep a record of each equipment
failure (hardware, software, firmware) incident that occurs from the
commencement of the Factory Acceptance Testing Phase (see Section 7.5.2)
until System Acceptance.


5.                                       The records should be held in a database which can
provide information for the whole system or for individual elements, according
to severity and status.


 


6.4                               Configuration Management


 


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


 


1.1.                              Documentation
Configuration and Change Management;


1.2.                              Requirements
Management;


1.3.                              Software
Development, Version and Release Control;


1.4.                              Firmware
Development, Version and Release Control;


8.5                                 Hardware
Development and Manufacture;


 


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


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


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


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


6.                                       Configuration management to be applied to sub-contractor work (if
used) shall
be identified.


7.                                       Configuration records for Contractor developed and delivered software
and equipment shall be made available to Inmarsat on request. Configuration
records for design and assembly of COTS products and standard switching
products may be unavailable.


 


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7.                                      TEST and INTEGRATION


 


Each
element of the RAN is to be functionally tested before being integrated with
other elements. Thereafter, integration should be progressive, as interfaces
are verified between the equipment that makes up RAN. When sufficient elements
have been integrated then acceptance testing can commence. The actual details
of testing are to be defined in the RAN Subsystem Test Plan to be provided at
the preliminary design review. However, Inmarsat will be looking to ensure that
the overall test programme proposed addressed the following types of testing:


 


1.                          Prototype/Early Design
Proving Testing: To ensure critical new areas in
the design are tested for feasibility. Requirements for this testing are
discussed in Section 7.2.


2.                          Unit/Module Testing:  Involves functionality
testing of a specific hardware, firmware or software unit typically with inputs
generated from a test harness. 
Requirements for this testing are discussed in Section 7.3.


3.                          Subsystem Integration
Testing: 
Involves checking interfaces between the respective SAS components and
checking the functionality that extends across sub-systems. Typically such
testing involves the use of a test bed or suitable simulator in which elements
of the system are progressively integrated. Requirements for this testing are
discussed in Section 7.4 and 7.5.


4.                          FAT/SAT Acceptance Testing: This represents an iteration of testing levels that collectively
provide verification of the RAN equipment against the overall requirements.
Testing will encompass in-house factory acceptance testing of the SAS
equipment, on-site acceptance testing of the SAS and ground segment acceptance
testing between the SAS (via the regional satellite) and other sites in the
architecture (e.g. regional AOC, regional GS, etc.). Requirements for this
testing are discussed in Section 7.6.


 


7.1                                                  General Test Requirements


 


Unless
specified otherwise, the Contractor is expected to provide all test beds,
equipment and measuring instruments required to complete the appropriate level
of factory testing. For site acceptance Inmarsat will provide any necessary
COTS equipment (e.g. spectrum analysers).


 


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


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


 


A-20

















 


coverage of all contracted requirements as required by
his ISO 9001 standards.


3.                                       The Contractor shall develop a comprehensive set of test
procedures for each acceptance test activity. For switching system standard
products, existing product test results or product conformance statements may
be provided in lieu of new tests to demonstrate network element requirement
conformance.


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


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


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


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


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


9.                                       The test report shall present the:


 


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


9.2              Conductor of the test,


9.3              Comments made regarding
the test run,


9.4              Reason for any failures;


 


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


11.                                 The
Contractor shall provide all instruments, tools, facilities, manpower and
services necessary to conduct the acceptance tests other than stated Inmarsat
requirements (see Section 4.5).


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


13.                                 Any
agreed Inmarsat residents shall have access to the primary factory
integration lab and may observe integration testing while it is in progress.
Inmarsat will also have access to observe over-air integration testing that
will be conducted prior to the formal acceptance testing.


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


 


7.2                                                  Design Proving/Prototype
Testing


 


1.                                       The Contractor shall undertake any necessary design
proving and prototyping of all development areas.


2.                                       Any design proving and prototyping activities shall be highlighted to
Inmarsat by the PDR.


 


A-21

















 


3.                                       Results of design proving/prototyping shall be retained and
discussed with Inmarsat at the respective review meetings


 


7.3                               Unit Testing


 


1.                                       The Contractor shall perform unit level hardware and
software testing throughout the development process as required by Contractor
ISO 9001 (or equivalent) process.


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


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


 


7.4                               Integration Testing


 


1.                                       The Contractor shall perform integration hardware and
software testing throughout the development process as required by Contractor
ISO 9001 (or equivalent) process.


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


 


7.5                               BGAN
Service Demonstration and System Integation


 


1.                                       The Contractor shall submit data regarding simulations
and/or prototype implementations in the Functional Specification Document by
Preliminary Design Review (PDR).


2.                                       The Contractor shall demonstrate to Inmarsat the
establishment of the physical layer communications path using the Reference
Test Bed (RTB) in accordance with the AI before the Final Design Review (FDR)


3.                                       The Contractor shall demonstrate to Inmarsat the
establishment and data transfer through the packet data communication path
using the RTB, in accordance with the AI, before the Factory Acceptance Test
review (FAT).


4.                                       The Contractor shall demonstrate the interworking of the
RAN with prototype UT and CN equipment via participating in Inmarsat organised
integration test campaigns; requiring the Contractor to perform tests both
in-laboratory and over satellite.


 


7.6                               Factory
and Site Acceptance Testing


 


Acceptance
testing is to be performed to demonstrate compliance with all contract
requirements through a combination of factory, site and end-to-end system
tests, inspections and analyses, provision of unit performance or environmental
test results, and provision of standard product test results or conformance
statements for switching system vendor standard products or other
commercial-off-the-shelf products.


 


Inmarsat
representatives will be involved in witnessing all or some of this testing and
ultimately for approving if the RAN meets the contractual requirements.


 


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


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


 


Category 1 : Representing one of the following conditions:


•                                          System crash;


•                                          Loss of critical function, severe performance degradation or
instability of the segment/system inoperable for revenue service;


•                                          Failure to detect, report and/or recover from a failure that renders
any part of the system inoperable for revenue service.


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


Category 2 : representing one of the following conditions:


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


•                                          The problem is not directly related to the tests.


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


Category 3 : representing one of the following conditions:


•                                          The problem is not reproducible.


•                                          The problem can be fixed without system modification.


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


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


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


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


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


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


5.                                       Those Category 3 problems pertaining to fitness for purpose
requirements compliance or inaccuracies in delivered operator procedures shall
require correction during the agreed warranty period. The Contractor shall
develop a list of category items. A schedule and priority


 


A-23

















 


for
fixing category 3 items during warranty will need to be presented to Inmarsat
and form part of post delivery testing.


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


 


7.6.1                     Acceptance Criteria


 


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


 


1.                                       All contractual requirements shall be met.


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


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


4.                                       Completion of FAT with no category 1 problems and agreement on the
list of category 2 problems together with an agreed resolution schedule shall be
a prerequisite to commencement of Site Acceptance Testing (SAT).


5.                                       Completion of SAT with no category 1 problems and agreement on the
list of category 2 and 3 problems together with an agreed resolution
schedule shall be a prerequisite to Final Acceptance.


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


7.                                       If final acceptance is successful on the condition that any
outstanding problems (category 2 and 3) are to be corrected, then the
Contractor shall perform Post-Delivery Testing to confirm the outstanding
problems are corrected.


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


 


7.6.2                     Factory Acceptance Tests (FAT)


 


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


2.                                       The FAT shall be used to test the interface to the
external systems (eg. UT, CN, BSS, etc.) using simulated interfaces.


3.                                       The FAT plan shall require review and approval by
Inmarsat.


4.                                       The Contractor shall perform the FAT for each set of RAN
equipment.


5.                                       The FAT shall be deemed acceptable if the results
achieved satisfy the agreed acceptance criteria (cf section 7.6.1).


 


A-24

















 


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


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


8.                                       The FAT shall include the relevant verification of
the following types of contract requirement, as allocated to this acceptance
test phase:


 


8.1.                              Failure
detection, reporting and recovery requirements.


8.2.                              Performance
requirements.


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


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


8.5.                              Congestion
handling requirements;


8.6.                              Redundancy
requirements;


8.7                                 Interface
recovery requirements;


8.8                                 The
Factory acceptance test readiness review shall be conducted with Inmarsat 5 days
prior to commencement of the formal witnessed test.


 


9.                                       The FAT shall be witnessed by Inmarsat
representatives.


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


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


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


 


7.6.3                     Site Acceptance Testing (SAT)


 


Each
SAT will show compliance with those requirements allocated to this test phase.
Each requirement to be demonstrated or tested is to be allocated to one test
phase for acceptance.


 


1.                                       Each SAT shall include relevant verification of:


 


1.1.                              Deliverable equipment quantities including spares.


 


1.2.                              Hardware checkout of the installation;


 


1.3.                              Standalone check-out tests;


 


1.4.                              Connectivity tests with other deliverable equipment at the site.


 


A-25

















 


2.                                       The Contractor shall produce each SAT Plan for Inmarsat
review and approval.


3.                                       Inmarsat shall witness each SAT.


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


5.                                       Each SAT Test Report shall include a Site Transfer Document
outlining all items delivered and installed at the site.


6.                                       Each SAT shall be conducted by the Contractor.


7.                                       The SAT readiness report shall be provided to Inmarsat at least 5
days prior to the formal witnessing of the tests.


8.                                       Each SAT shall be witnessed by Inmarsat
representatives.


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


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


11.                                 The
SAT shall
be deemed acceptable if the results satisfy the agreed acceptance criteria (cf
section 7.6.1).


 


8.              DELIVERY and INSTALLATION


 


8.1                               RAN Site Surveys


 


1.                                       The Contractor shall conduct a survey of the RAN sites
where the equipment is to be installed.


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


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


 


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


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


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


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


 


4.                                       The Contractor shall produce a Site Installation Document
(SID).


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


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


 


6.1                                 Physical
layout and sizing of equipment;


6.2                                 Racking;


6.3                                 Power
requirements;


 


A-26

















 


6.4                                 Cooling
requirements;


6.5                                 Communications
interfaces;


6.6                                 Cabling
and connector types;


 


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


 


8.2                               Equipment Delivery
Preparation


 


3.                                       The Contractor shall prepare a Shipment Plan for each
separate shipment of the RAN site equipment.


4.                                       Each Shipment Plan shall be submitted for Inmarsat approval 4
weeks prior to the proposed date for commencing delivery.


5.                                       No equipment shall be shipped unless the Contractor has
received prior Inmarsat approval of the associated Shipment Plan.  Inmarsat will approve the Plan within 10
working days of submission by the Contractor


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


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


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


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


 


8.3                               Equipment
Transportation and Shipment


 


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


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


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


 


3.1                                 Equipment
being transported;


3.2                                 Transportation
company name;


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


3.4                                 Level
of packaging protection;


3.5                                 Transportation
timetable.


3.6                                 Incoterms
proposed to be used for shipment.


 


8.4                               Site Installation and
Integration


 


13.                                 Installation of RAN equipment and integration with all the
associated communications links to the rest of the network shall be the Contractor’s
responsibility.


 


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


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


 


9.                                      TRAINING


 


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


 


1.                                       The Contractor shall train Inmarsat HQ and site staff in
the administration, configuration and operation of all RAN equipment.


2.                                       This training shall take the form of the following course
types:


 


2.1                                 Operator Training Course: Designed to
address the operation, administration and maintenance procedures to be
undertaken at the site – see Section 9.2.


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


 


9.1                               General Requirements


 


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


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


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


19.                                 The
location of training shall be:


 


4.1                                 Operator
Training: At the SAS site and repeated at Inmarsat Headquarters, London, as
long as no equipment beyond the agreed contractual deliverable equipment is
required for this course.


4.2                                 Engineering
Course: At the Inmarsat Headquarters in London, as long as no equipment beyond
the agreed contractual deliverable equipment is required for this course.


 


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


 


A-28

















 


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


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


 


9.2                               Operator Training Requirements


 


This course will cover the
operation of the RAN equipment but will need to be provided to both the site
and Inmarsat HQ staff. In the case of the Inmarsat HQ staff, training is
required to exercise all remote operations functions.


 


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


2.                                       This training shall address:


 


2.1                                 Capabilities
and configuration of each sub-system and network elements;


2.2                                 OAM
capabilities of each sub-system;


2.3                                 Routine
operational and maintenance procedures;


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


2.5                                 Application
of the operational documentation;


2.6                                 Rehearsal
of critical operational procedures including contingency procedures;


2.7                                 Maintenance/support
procedures;


 


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


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


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


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


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


8.                                       Two training courses of this type shall be provided.


9.                                       One course shall be held prior to the commencement of
the SAT.


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


 


9.3                               Engineering Training
Requirements


 


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


2.                                       This training shall address:


 


A-29

















 


2.1                                 Overall
RAN architecture;


2.2                                 Detailed
design of each sub-system;


2.3                                 Detailed
configuration capabilities of each sub-system;


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


2.5                                 Application
of the engineering and reference documentation;


2.6                                 Detailed
understanding of the air interface protocols and their operation.


2.7                                 Detailed
understanding of the network switching protocols and their operation.


 


3.                                       The training shall be suitably structured such that
engineering staff who attend are thereafter capable of providing on-call
engineering support to operations to deal with abnormal conditions.


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


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


6.                                       One training course of this type shall be provided.


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


 


10.                               WARRANTY and MAINTENANCE


 


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


 


10.1                        General Requirements


 


20.         Warranty
and maintenance arrangements to be put in place by the Contractor shall be
sufficient to meet and maintain the RAN contract availability requirement.


 


21.         The
Contractor shall provide a minimum of two years of warranty and support
from Final Acceptance on all hardware, firmware, software and documentation
delivered for the RAN.


 


22.         The Contractor
shall commit
to being prepared to continue to support the RAN for a minimum period of eight
(8) years following warranty completion.


 


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


 


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


 


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


 


A-30

















 


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


 


10.2                        Warranty and Support
Requirements


 


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


 


28.         The
warranty period shall commence following Final Acceptance .


 


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


 


30.         An
annual review of system performance shall be performed with the Contractor
during the warranty period.


 


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


 


32.         The second review shall also be used by Inmarsat to decide
whether to proceed into an annually renewable maintenance contract with the
Contractor.


 


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


 


10.3                        Support during Warranty and Maintenance


 


10.3.1                                      Provisioning of Spares


 


34.         The Contractor shall produce an equipment sparing plan
bearing in mind the:


1.1                                 System
availability requirements;


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


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


35.         The Contractor shall undertake to finalise the Sparing
List by the Final Design Review (see Section 4.2.2), clearly identifying
those items which are not COTS equipment.


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


 


A-31

















 


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


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


 


10.3.2                                      Warranty and Maintenance
Plan


 


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


 


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


 


41.         The Contractor shall guarantee spares will be available
for a minimum period of ten (10) years from Final Acceptance (with the
exception of third party COTS products) and switching system products –
Inmarsat will be given notice for last time buy within six months notice.


 


42.         The Warranty and Maintenance Plan shall indicate


 


4.1                      The number of personnel required;


 


4.2                      The job functions provided;


 


4.3                      The percentage time dedicated to maintenance per team member;


 


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


 


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


 


4.6                      Hardware repair facilities to be provided;


 


4.7                      Software repair facilities to be provided;


 


4.8                      The use of the RTB facility to support the warranty and maintenance.


 


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


 


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


 


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


 


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


 


9.               The Warranty and Maintenance Plan shall specify the time to
visit RAN site during the warranty in the event that a problem requires on-site
attention.


 


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8.6                               Warranty and Maintenance
Procedures


 


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


2.                                       The maintenance procedures shall take into account the level of
service criteria defined in this sub-section.


 


10.4.1                                      Warranty and Maintenance
Support And Fault Reporting


 


Problems
encountered in the RAN shall be classified into either:


 


1.1.                              Priority
1 Problems (P1)


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


 


1.2.                              Priority
2 Problems (P2)


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


 


10.5                        Telephone On-Call
Technical Warranty and Maintenance Support


 


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


2.                                       This on-call support shall include:


 


2.1.                              Diagnostic assistance;


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


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


2.4.                              Technical advice;


2.5.                              Status reporting on outstanding problems;


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


 


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


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


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


6.                                       Detailed call handling procedures shall be provided to the SAS
site operators and maintained as necessary by the Contractor.


 


10.6.                     Fault Reporting


 


1.                                       Contact should be made with the Contractor Customer
Support Office (CSO) via a written RAN Query (RANQ).


 


A-33

















 


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


3.                                       P1 problems should be reported via a RANQ to the CSO,
in addition to the on-line telephone support.


4.                                       In case of a software problem then a Software Fault Report (SFR)
number should
be assigned by the CSO.


5.                                       The RANQ should contain the following information:


5.1.                              Site code;


5.2.                              Contact name;


5.3.                              Contact telephone and facsimile number;


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


5.5.                              Brief description of the fault or problem;


6.                                       In the event of a hardware failure then the following additional
information should be provided on a Hardware Fault Report (HFR):


6.1.                              Part number of the faulty equipment;


6.2.                              Serial number of the faulty equipment;


6.3.                              Description of the faulty equipment;


7.                                       A complete account of the fault should be faxed on a System Problem Report
(SPR) form to the Contractor’s Maintenance Support Function.


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


 


10.7.                     On-site Attendance


 


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


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


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


 


10.8.                     Problem Resolution


 


10.8.1                                      P1 Resolution


 


1.                                       A qualified response shall be supplied by telephone to the
relevant RAN site operator within thirty (30) minutes of the initial call being
placed at the CSO.


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


3.                                       System availability shall be restored in the shortest possible
time and full service restored no later than twenty-four (24) hours from the
reported incident. The one exception to this is for third party software
problems that are outside of the control of the Contractor.


 


A-34

















 


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


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


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


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


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


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


 


10.8.2                                      P2 Resolution


 


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


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


 


10.8.3                                      Regression Testing


 


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


 


10.9.                     Status Reporting


 


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


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


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


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


5.                                       The Contractor shall provide a monthly maintenance report
to Inmarsat reporting the status of all outstanding reported problems.


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


 


A-35

















 


10.10                 Warranty
and Maintenance Change Control


 


10.10.1       Document Updates


 


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


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


1.1.                              Operators manuals;


1.2.                              Procedures manuals;


1.3.                              Maintenance Manuals;


2.                                       The Contractor shall provide a list of outstanding
reported system problems with each release.


3.                                       This list should be supplied in a Problem Status
Notice (PSN) to the SAS site every 3 months or when a software/hardware upgrade
occurs


4.                                       The PSN should include:


4.1.                              A procedure for avoiding or coping with the problem;


4.2.                              A forecast of the release number and date when the solution is
expected.


 


10.10.2.                            Software and Hardware Updates


 


1.                                       Each software and hardware update should be accompanied by a
Release Bulletin (RB).


2.                                       Each RB should divide into:


2.1.                              A Problem Status Notice (PSN);


2.2.                              Update Status Bulletin (USB) that includes:


2.2.1.                     Identification of changes included in the release;


2.2.2.                     Identification of known problems that are thereby resolved;


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


2.2.4.                     Documentation replacement pages, as required;


2.2.5.                     Tests to be completed by the site staff;


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


 


10.10.3                               Consolidated Software Releases


 


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


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


 


A-36

















 


10.10.3.1.
Requirements of Software Releases


 


1.                                       It shall be possible to introduce a consolidated software release
during a SAS maintenance window. Redundant equipment within the delivered SAS
is to be employed to eliminate or minimise downtime.


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


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


 


10.10.3.2.
System and Configuration Build


 


1.                                       The Contractor shall maintain a system test environment
(referred to as the SAS Reference Test bed) suitably representative of the
configuration used at the operational SAS (see Section 13).


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


 


10.11                 Release Control


 


1.                                       The Contractor should coherently group software changes
into staged, planned releases.


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


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


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


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


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


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


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


3.6.                              Certification: Ensuring that the site configurations are compatible with the new
software or hardware release, in terms of


 


A-37

















 


configuration
item compatibility and operating system parameters.


4.                                       The type of a release shall be mutually agreed between the
Contractor and nominated Inmarsat representative(s).


5.                                       The type of release shall be categorised as:


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


5.2.                              With
telephone assistance: Where the problem(s) is well
defined but configuration at the factory cannot ensure complete confidence in
the reliability of the release when transferred into the target operating
environment. This assistance is extended to all P1 fixes.


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


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


7.                                       Release testing shall include one or more of:


7.1.                              Baseline unit tests;


7.2.                              Specific tests for the individual changes;


7.3.                              Regression testing;


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


 


10.12.              Support Activities


 


10.12.1                               Field Activity


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


2.                                       Outstanding site problems shall be investigated during these visits.


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


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


 


11.                               DELIVERABLE DOCUMENTATION


1.                                       The Contractor shall deliver to Inmarsat all programme
management documentation listed in Table 4, in accordance with the specified
schedule.


2.                                       The Contractor shall deliver to Inmarsat all technical
documentation listed in Table 5, in accordance with the specified schedule.


 


A-38

















 


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


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


4.1.                              At least two hard copies of each report;


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


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


5.1.                              At least four hard copies of each report;


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


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


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


8.                                       All deliverable documents shall be written in English.


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


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


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


12.                                 All documentation in Tables 4, 5 shall be retained under
formal document configuration control.


 


A-39

















 


	
  No

  	
   

  	
  Contractor

  Document

  	
   

  	
  Comments

  	
   

  	
  Delivery
  Schedule

  
	
  Draft
  1

  	
   

  	
  Draft
  2

  	
   

  	
  Final

  
	
  1.

  	
   

  	
  Programme
  Management Plan (PMP)

  	
   

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

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  2.

  	
   

  	
  Risk
  Management Plan (RMP)

  	
   

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

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  3.

  	
   

  	
  Configuration
  Management Plan (CMP)

  	
   

  	
  Incorporates
  the overall configuration control procedures (may be separated for each
  development).

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  4.

  	
   

  	
  Quality
  Assurance Plan (QAP)

  	
   

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

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  5.

  	
   

  	
  Training
  Plan

  	
   

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

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  6.

  	
   

  	
  Warranty and
  Maintenance Plan

  	
   

  	
  Maintenance
  plan for the equipment and network

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  7.

  	
   

  	
  Monthly
  Progress Report

  	
   

  	
  Statement of
  project progress.

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  8

  	
   

  	
  Milestone
  Review Meeting Minutes

  	
   

  	
  Records the
  points raised at the review meeting

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  9.

  	
   

  	
  System Test
  Plan

  	
   

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

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  



 


Table 4: Programme
Management Documents


 


A-40

















 


	
  No

  	
   

  	
  Contractor

  Document

  	
   

  	
  Comments

  	
   

  	
  Delivery
  Schedule

  
	
  Draft
  1

  	
   

  	
  Draft
  2

  	
   

  	
  Final

  
	
  1.

  	
   

  	
  Functional
  Specification

  	
   

  	
  Functional
  specification

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  2.

  	
   

  	
  Requirements
  Allocation

  	
   

  	
  Allocation
  of requirements to RAN subsystems

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  3.

  	
   

  	
  External
  Interface Control Documents (ICD)

  	
   

  	
  Interface
  definition between the RAN and all other BGAN subsystems

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  4.

  	
   

  	
  Facilities
  Requirement Specification(s)

  	
   

  	
  Outlines the infrastructure required for delivery of
  equipment into the site. Decomposed into:

  

  a) Radio Facilities Requirements

  

  b) Base Station Facilities Requirements

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  5.

  	
   

  	
  Segment
  Design Document

  	
   

  	
  Segment
  design document - decomposition into subsystems, subsystem high level design.
  I

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  6.

  	
   

  	
  MMI Design
  Document

  	
   

  	
  Man-machine
  Interface (MMI) for the RAN operations

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  



 


A-41

















 


	
  7.

  	
   

  	
  Operational
  Concepts

  	
   

  	
  Operational
  concepts

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  8

  	
   

  	
  Factory
  Acceptance Test Plan

  	
   

  	
  Factory
  acceptance test plan.

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  9.

  	
   

  	
  Site
  Acceptance Test Plan

  	
   

  	
  Site
  acceptance test plan.

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  10.

  	
   

  	
  Factory
  Acceptance Test Procedures

  	
   

  	
  Factory
  acceptance test procedures.

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  11.

  	
   

  	
  Site
  Acceptance Test Procedures

  	
   

  	
  Site
  acceptance test procedures

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  12.

  	
   

  	
  Operator
  Training Manual

  	
   

  	
  Manual to be
  used for operator training for the delivered equipment.

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  13.

  	
   

  	
  FAT
  Configuration Report

  	
   

  	
  FAT
  configuration report

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  14.

  	
   

  	
  SAT
  Configuration Report

  	
   

  	
  SAT
  configuration report

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  15.

  	
   

  	
  FAT
  Readiness Report

  	
   

  	
  SAS FAT
  Readiness Report

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  16.

  	
   

  	
  SAT
  Readiness Report

  	
   

  	
  SAS SAT
  Readiness Report.

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  17.

  	
   

  	
  FAT Test
  Report

  	
   

  	
  Results of
  the FAT testing

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  



 


A-42

















 


	
  18.

  	
   

  	
  SAT Test
  Report (including site transfer document)

  	
   

  	
  Results of
  the SAT testing

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  19.

  	
   

  	
  Operations
  Manual(s)

  	
   

  	
  Operating
  and user instructions for the RAN equipment

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  20.

  	
   

  	
  Site Survey
  Report

  	
   

  	
  Results of
  Contractor review of the SAS facility

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  21.

  	
   

  	
  Shipment
  Plan

  	
   

  	
  Details of
  when and how the equipment is to be shipped and accepted at the site

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  22.

  	
   

  	
  Site
  Readiness Review Report

  	
   

  	
  Site
  Readiness Review Report

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  23.

  	
   

  	
  Site
  Installation Document

  	
   

  	
  Installation
  Plan

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  24.

  	
   

  	
  Annual
  Warranty Report

  	
   

  	
  Summary of
  warranty activities and services provided over the last 12 month period

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  
	
  25.

  	
   

  	
  Recommended
  Spares List

  	
   

  	
  Definition
  of the sparing plan proposed for the equipment

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  ****

  



 


Table 5: Deliverable Technical Documentation


 


A-43

















 


12.                               APPLICABLE STANDARDS


 


Inmarsat is
responsible for the provisioning of the RAN building site infrastructure and
required facilities such as power and air conditioning.


1.                                       The Contractor shall undertake to deliver at EDC+3 months
a preliminary draft of equipment detail, a second draft at PDR and a final
Facilities Requirement Specification by FDR, outlining all the site
requirements to enable equipment installation.


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


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


3.1.                              Power supply;


3.2.                              Environmental conditions (temperature, humidity, etc.);


3.3.                              Floor space;


3.4.                              Security and access control;


3.5.                              Estimated number of operational staff;


3.6.                              Qualifications of operational staff;


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


3.8.                              Mechanical structures.


 


12.1.                     Site Requirements


 


Selection of
the RAN sites has not yet been made. This selection will be identified by PDR.
The NOC is located at the Inmarsat Headquarters site in London, England.


1.                                       The Contractor shall indicate how national requirements
for site equipment and installation (e.g. cabling, voltages, etc.) is to be met
once the site location has been confirmed by Inmarsat.


2.                                       All equipment (racks, shelves, cards, cables, etc.), shall
be labelled to enable easy identification.


3.                                       Such labelling shall not be of a temporary nature.


4.                                       All labelling shall be written in the English language.


5.                                       The Contractor should enter equipment inventory details in
the Site Configuration Report .


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


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


8.                                       Wiring and cabling used within the equipment shall be of adequate size and
rating so as to prevent mechanical or electrical damage by any reasonable
factors, including the carrying out of routine maintenance work.


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


9.1.                              Induced voltages due to lightning discharge;


9.2.                              AC mains borne interference;


9.3.                              Induced voltages due to adjacent RF equipment.


 


A-44

















 


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


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


 


12.2                        Environmental Conditions


 


The equipment shall
meet their technical requirements over the following range of environmental
conditions:


	
  Temperature

  	
   

  	
  10o
  to 35o C ambient

  
	
  Relative
  Humidity

  	
   

  	
  10 to 80%
  bounded by an absolute humidity of 20g/m3 on the high side and
  bounded by 1.5 g/ m3 on the low side

  



 


12.3                        Health and Safety


 


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


 


13.                               TEST FACILITIES


 


13.1.                     Reference Test Bed (RTB)


 


The purpose of
the RTB (maintained at the Contractor facility) is to enable the Contractor to
suitably verify, test and debug the RAN during development. Thereafter, the RTB
will be used for maintenance once in operation and for co-ordinating and
testing upgrades including new software, new enhancements etc and also for
trouble shooting.


1.                                       During the development and test stage the Contractor shall be
responsible for all in-lab equipment required to verify the AI and the RAN.


2.                                       The Contractor shall design, develop and build an
in-factory representative Reference Test Bed (RTB) sufficiently sized (both
hardware and software) to assist with RAN development, system performance/load
testing, AI verification and maintenance investigations.


3.                                       The Contractor shall use the RTB for in-house system
testing, warranty and maintenance support.


4.                                       The Contractor shall support the RTB throughout the
development, testing and warranty period.


5.                                       The Contractor and Inmarsat shall agree upon a delivery mechanism
between the Contractor facility and SAS site for the transfer of software
upgrades, files, etc.


6.                                       The RTB shall be able to connect with the
operational network, when authorised via Inmarsat and on provision of a
suitable communications line.


 


The RTB shall
provide a test harness capability for all external interfaces to the RAN.  The technical requirements for the RTB are
given in the System Requirements Specification (SRS).


 


13.2.                     Transportable Test Tools


 


The
Contractor shall develop and produce two (2) sets of transportable test
tools (TTT).


 


A-45

















 


The
purpose of the TTT is to enable the Contractor to test the RAN by emulating all
external interfaces, including the Air Interface, the Core Network Interface,
the Business Support System (BSS) Interface and the Network Management System
Interface.  This tool set shall have
appropriate interfaces at baseband, IF as well as RF, in order to enable
testing the Air Interface at both IF and over-satellite.


The
technical requirements for the TTT are given in the System Requirements
Specification (SRS).


 


14.                               SYSTEM INTEGRATION EFFORT


 


14.1                        BGAN Development
Coordination Forum


 


Inmarsat
will chair a BGAN Development Coordination Forum (DCF) for the coordination of
technical and operational issues related to the BGAN system development.  All contractors and suppliers related to the
BGAN system development are required to participate in these DCF meetings.


The
scope of the SEC meetings is to encompass :


a)              resolution of technical and operational issues related to the
development of the BGAN system


b)             coordination of inter-working and integration testing between
different BGAN subsystems;


c)              identification and resolution of issues related to gaining type
approval and certification of BGAN user terminal equipment for different
markets;


d)             identification and resolution of technical issues related to gaining
licensing and market access for the BGAN system operation and service
provision.


1.               The Contractor shall
participate in the DCF meetings to be established by Inmarsat.


2.               The Contractor shall
participate proactively in identifying and resolving technical and operational
issues related to the development of the BGAN system.


 


14.2                        Access to Reference Test Bed


 


The
Contractor shall make available the Reference Test Bed (RTB) for
interworking and integration tests by other BGAN subsystem suppliers, as
nominated by Inmarsat.  Inmarsat will
ensure that the other BGAN subsystem suppliers provide reasonable notice for
the Contractor to schedule access to the RTB facilities.


 


14.3                        System Integration Support


 


The
Contractor shall support overall system integration testing activity as
directed by Inmarsat.  These tests shall
be conducted after SAT testing for the SAS site.  This excludes all integration and test activities conducted by
the Contractor prior to the SAT milestone, and as such shall be within the
scope of the contracted work.


The
Contractor shall make available skilled personnel capable of supporting
the integration test campaign, for a minimum of 10 man-years at agreed time and
materials charge rates.  The Contractor shall
invoice Inmarsat on a monthly basis in arrears for the actual level of support
provided.  All system integration
activities supported by the Contractor shall require prior approval by the
responsible Inmarsat project manager.


 


A-46

















 


	
  Appendix A - Abbreviations

  
	
  ADD

  	
   

  	
  Architectural
  Design Document

  
	
  ADR

  	
   

  	
  Architectural
  Design Review

  
	
  AI

  	
   

  	
  Air
  Interface

  
	
  AOC

  	
   

  	
  Advanced
  Operations Centre

  
	
  API

  	
   

  	
  Applications
  Programming Interface

  
	
  ATR

  	
   

  	
  Alpha Test
  Review

  
	
  BCC

  	
   

  	
  NOC Backup
  Control Centre

  
	
  BGAN

  	
   

  	
  Broadband
  Global Area Network

  
	
  BOC

  	
   

  	
  Business
  Operations Centre

  
	
  BSS

  	
   

  	
  Business
  Support System

  
	
  BTR

  	
   

  	
  Beta Test
  Review

  
	
  CAI

  	
   

  	
  Common Air
  Interface

  
	
  CMP

  	
   

  	
  Configuration
  Management Plan

  
	
  CSO

  	
   

  	
  Customer
  Support Office

  
	
  CU

  	
   

  	
  Communications
  Unit

  
	
  DCN

  	
   

  	
  Data
  Communications Network

  
	
  DR

  	
   

  	
  Development
  Review

  
	
  EDC

  	
   

  	
  Effective
  Date of Contract

  
	
  ESA

  	
   

  	
  European
  Space Agency

  
	
  FAT

  	
   

  	
  Factory
  Acceptance Test

  
	
  FATR

  	
   

  	
  FAT Review

  
	
  FDR

  	
   

  	
  Final Design
  Review

  
	
  FFP

  	
   

  	
  Firm Fixed
  Price

  
	
  FTR

  	
   

  	
  Factory Test
  Review

  
	
  GEO

  	
   

  	
  Geostationary
  Earth Orbit

  
	
  GGSN

  	
   

  	
  Gateway GPRS
  Support Node

  
	
  GPRS

  	
   

  	
  General
  Packet Radio Service

  
	
  GS

  	
   

  	
  Ground
  Station

  
	
  HFR

  	
   

  	
  Hardware
  Fault Report

  
	
  HLR

  	
   

  	
  Home
  Location Register

  
	
  HMP

  	
   

  	
  Hardware Management
  Plan

  
	
  ICD

  	
   

  	
  Interface
  Control Document

  
	
  IF

  	
   

  	
  Intermediate
  Frequency

  
	
  ITP

  	
   

  	
  Integration
  Test Plan

  
	
  KOR

  	
   

  	
  Kick-off
  Review

  
	
  MTBF

  	
   

  	
  Mean Time
  Between Failures

  
	
  MT

  	
   

  	
  Mobile
  Terminal

  
	
  MTTR

  	
   

  	
  Mean Time to
  Repair

  
	
  N/A

  	
   

  	
  Not
  Applicable

  
	
  NE

  	
   

  	
  Network
  Element

  
	
  NOC

  	
   

  	
  Network
  Operations Centre

  
	
  NFO

  	
   

  	
  Network
  Facilities Operator

  
	
  ORR

  	
   

  	
  Operations
  Readiness Review

  
	
  OTR

  	
   

  	
  Operations
  Test Report

  
	
  PBSC

  	
   

  	
  Packet Base
  Station Controller

  
	
  PBTS

  	
   

  	
  Packet Base
  Transceiver Site

  



 


A-47

















 


	
  PDD

  	
   

  	
  Prototype
  Design Document

  
	
  PDR

  	
   

  	
  Preliminary
  Design Review

  
	
  PLMN

  	
   

  	
  Plain Land
  Mobile Network

  
	
  PMC

  	
   

  	
  Personal
  Multimedia Communications

  
	
  PMP

  	
   

  	
  Programme
  Management Plan

  
	
  PSN

  	
   

  	
  Problem
  Status Notice

  
	
  QAP

  	
   

  	
  Quality
  Assurance Plan

  
	
  QoS

  	
   

  	
  Quality of
  Service

  
	
  RANQ

  	
   

  	
  RAN Query

  
	
  RF

  	
   

  	
  Radio
  Frequency

  
	
  RFP

  	
   

  	
  Request for
  Proposal

  
	
  RMP

  	
   

  	
  Risk
  Management Plan

  
	
  RID

  	
   

  	
  Review Item
  Discrepancy

  
	
  RN

  	
   

  	
  Release Note

  
	
  RTF

  	
   

  	
  Reference
  Test Facility

  
	
  SAS

  	
   

  	
  Satellite
  Access Station

  
	
  SAT

  	
   

  	
  Site
  Acceptance Test

  
	
  SATR

  	
   

  	
  SAT Review

  
	
  SDD

  	
   

  	
  System Design
  Document

  
	
  SFR

  	
   

  	
  Software
  Fault Report

  
	
  SFS

  	
   

  	
  System
  Functional Specification

  
	
  SGSN

  	
   

  	
  Serving GPRS
  Support Node

  
	
  SID

  	
   

  	
  SAS
  Installation Document

  
	
  SMP

  	
   

  	
  Software
  Management Plan

  
	
  SOT

  	
   

  	
  System
  Operational Testing

  
	
  SOW

  	
   

  	
  Statement of
  Work

  
	
  SPR

  	
   

  	
  System
  Problem Report

  
	
  SP

  	
   

  	
  Service
  Provider

  
	
  STP

  	
   

  	
  System Test
  Plan

  
	
  TBC

  	
   

  	
  To Be
  Confirmed

  
	
  TBD

  	
   

  	
  To Be
  Determined

  
	
  TE

  	
   

  	
  Terminal
  Equipment

  
	
  USB

  	
   

  	
  Universal
  Serial Bus (1)

  
	
  USB

  	
   

  	
  Update
  Status Notice (2)

  
	
  UT

  	
   

  	
  User
  Terminal

  
	
  VLR

  	
   

  	
  Visitor
  Location Register

  
	
  WBS

  	
   

  	
  Work
  Breakdown Structure

  
	
  WPD

  	
   

  	
  Work Package
  Description

  



 


A-48

















 


Appendix B


ICD CHANGE CONTROL BOARD


BASIC GUIDELINES


DRAFT


 


1.               Membership of the ICD
CCB shall be open to the suppliers of all major subsystems of the BGAN system.


2.               Inmarsat shall chair
the CCB.  All other members of the CCB
shall have equal status.


3.               The CCB shall be
responsible for maintaining all BGAN Interface Control Documents (ICDs),
including the BGAN Air Interface (AI) definition.


4.               Any member of the CCB
may propose changes to any ICD, with appropriate supporting information and
justification.


5.               The CCB shall decide
whether a given change is substantive or editorial.


6.               Editorial changes shall
be to clarify ambiguities and remove errors in the ICD definition.  Substantive changes shall be to provide
enhanced performance/ functionality in the ICD definition.


7.               All members shall adopt
all editorial changes, without the need for amendment of their respective
development contracts.


8.               All members shall adopt
substantive changes up to their respective contractual PDR milestones, provided
there is no consequential impact on the contracted scope of work, without
amendment of their respective contracts


9.               All members shall adopt
substantive changes up to their respective contractual FDR milestones, provided
there is no consequential impact on the contracted scope of work.


10.         All members shall make best
efforts to adopt substantive changes at any time, in the interest ensuring a
properly functional BGAN system.


11.         Decisions of the CCB shall
generally be taken by consensus.  In
case of lack of consensus, the Chairperson shall decide on the basis of
congruence with Inmarsat BGAN programme goals.


 


A-49

















 


ANNEX B


 


 


SYSTEM REQUIREMENTS
SPECIFICATION (SRS)


 


 


[***]


 

















 


ANNEX C


 


 


[***]


 


 

















 


ANNEX D


 


PRICE
BREAKDOWN AND PAYMENT PLAN


PRICE BREAKDOWN (in US Dollars)


 


A.                                    BREAKDOWN
OF BASELINE PRICES


 


	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  B.                                    BREAKDOWN OF OPTION PRICES

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
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  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
   

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  
	
  *****

  	
   

  	
  *****

  	
   

  



 


C.                                    VARIABLE PRICES


 


1.                                       Shipping and Travel Costs


Shipping and Travel Costs for the four representative sites (Raisting,
Singapore, Goonhilly and UAE) total $**** and are included in the
FFP.   Following Inmarsat’s final
selection of RAN sites, the prices may be adjusted in accordance with the
actual costs of shipping the RAN equipment to those alternative sites and
Contractor’s actual travel costs.   
Contractor and Inmarsat shall agree on the appropriate Change Notice to
Annex D to the Contract to incorporate the final prices.


 


2.                                       Annual Maintenance Costs


The annual baseline price of $**** shall be adjusted in accordance with
additional Work and/or RAN Equipment that will be added to the baseline by the
time the maintenance period commences, plus the price escalation of TBD% - NTE
5%.  The annual baseline price does not
include maintenance of Contractor’s manufactured equipment.  Inmarsat has the option to have such
hardware maintenance performed for a firm fixed annual price or to have
equipment repaired on a case by case fixed price basis.  Contractor shall provide prices for both
options at least three months prior to expiration of the warranty period.


 

















 


A.                                    PAYMENT
PLAN


 


Baseline
Contract


 


The Firm Fixed Price of
**** shall be payable by Inmarsat following Contractor’s completion of the
following contractual milestones:


 


	
  Month

  EDC+

  	
   

  	
  Milestone

  Number

  	
   

  	
  Milestone

  Description

  	
   

  	
  Milestone

  Payment

  in %

  	
   

  	
  Milestone

  Payment in

  USD

  	
   

  
	
  1

  	
   

  	
  1

  	
   

  	
  Kick-Off
  Review

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  
	
  6

  	
   

  	
  2

  	
   

  	
  Preliminary
  Design Review

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  
	
  12

  	
   

  	
  3

  	
   

  	
  Final Design
  Review

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  
	
  13

  	
   

  	
  4

  	
   

  	
  Delivery of
  RFT

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  
	
  24

  	
   

  	
  5

  	
   

  	
  Factory
  Acceptance Test

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  
	
  27

  	
   

  	
  6

  	
   

  	
  Site 1
  Acceptance

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  
	
  30

  	
   

  	
  7

  	
   

  	
  Final
  Acceptance

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  
	
  42

  	
   

  	
  8

  	
   

  	
  End of
  Warranty Year 1

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  
	
  54

  	
   

  	
  9

  	
   

  	
  End of
  Warranty Year 2

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  



 


B.                                    PAYMENT
PLAN


 


Options


 


A payment plan for Inmarsat’s options under this Contract shall be
agreed between the parties at the time the options are confirmed and shall be
incorporated in the appropriate amendment(s) to Contact.


 


C.                                    PAYMENT PLAN


 


Maintenance


 


The annual maintenance price for the baseline RAN, following expiration
of the two year Warranty Period is $****.  This price is subject to a yearly increase
based on the annual rate of inflation in Denmark; however, the increase shall
not exceed **** per year.


 


Payment shall be made by Inmarsat in equal quarterly instalments of **** + annual percentage of inflation,
payable at the beginning of each quarter of maintenance.


 

















 


ANNEX E


 


 


WARRANTY
AND MAINTENANCE PLAN


 


 


The Contractor’s Final Warranty and Maintenance Plan in conformance with
the requirements of Annex A and B, SOW and SRS, shall be available at
FAT.


 

















 


ANNEX F


 


 


CONTRACTOR
KEY PERSONNEL


 


 


	
  Name

  	
   

  	
  Title

  	
   

  	
  %
  on Project

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  System Sales Manager

  	
   

  	
  30

  
	
  ****

  	
   

  	
  Systems R&D Manger

  	
   

  	
  75

  
	
  ****

  	
   

  	
  RAN Programme Manager

  	
   

  	
  100

  
	
  ****

  	
   

  	
  System Design/Test and Integration Manager

  	
   

  	
  100

  
	
  ****

  	
   

  	
  Sub-Contractor Manager

  	
   

  	
  100

  
	
  ****

  	
   

  	
  Manager Systems Engineering

  	
   

  	
  100

  
	
  ****

  	
   

  	
  Project Manager, Channel Unit Design

  	
   

  	
  100

  
	
  ****

  	
   

  	
  Project Manager, Host System Design

  	
   

  	
  100

  
	
  ****

  	
   

  	
  SW Team Leader

  	
   

  	
  100

  
	
  ****

  	
   

  	
  HW Team Leader and System Design

  	
   

  	
  100

  
	
  ****

  	
   

  	
  Quality Assurance Manager

  	
   

  	
  25

  
	
  ****

  	
   

  	
  CN Interface / UMTS Expert

  	
   

  	
  100

  
	
  TBD

  	
   

  	
  Mathematician

  	
   

  	
  100

  



 

















 


ANNEX G


 


 


KEY
SUBCONTRACTORS


 


 


	
  Company
  Name

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  
	
  SED
  SYSTEMS, INC.

  	
   

  	
  18
  Innovation Boulevard, PO Box 1464

  
	
   

  	
   

  	
  Saskatoon,
  Saskatchewan, Canada S7K 3P7

  
	
   

  	
   

  	
   

  
	
  Key
  Personnel:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Overall Contract Management:

  	
   

  	
   

  
	
  Brent McConnell

  	
   

  	
  VP, Operations

  
	
  Patrick Thera

  	
   

  	
  Program Manager

  
	
  Gary Beeton

  	
   

  	
  QA Coordinator

  
	
   

  	
   

  	
   

  
	
  GRM:

  	
   

  	
   

  
	
  Dan Baril

  	
   

  	
  Project Manager

  
	
  Mike Gale

  	
   

  	
  Lead Systems Engineer

  
	
  Russ Palmer

  	
   

  	
  Lead Software Engineer

  
	
   

  	
   

  	
   

  
	
  RFS:

  	
   

  	
   

  
	
  Sandra Frattinger

  	
   

  	
  Project Manager

  
	
  Howard Grant

  	
   

  	
  Engineering Consultant

  
	
  Dave Fenske

  	
   

  	
  Lead Systems Engineer

  
	
  Brent Clark

  	
   

  	
  PCE/MCS Lead Software Engineer

  
	
  Ron Nunweiler

  	
   

  	
  Installation Supervisor

  
	
   

  	
   

  	
   

  
	
  LOGICA UK LIMITED

  	
   

  	
  75 Hampstead Road

  
	
   

  	
   

  	
  London
  NW1 2PL, England

  
	
   

  	
   

  	
   

  
	
  Key
  Personnel:

  	
   

  	
   

  
	
  Steve Smart

  	
   

  	
  Business Manager

  
	
  Hugh Deighton

  	
   

  	
  RAN Project Manager

  
	
  Lawrie Vince

  	
   

  	
  Quality Support

  
	
  Michael Carrigan

  	
   

  	
  Technical Consultant

  
	
  Nick Green

  	
   

  	
  System Architect

  
	
  Martin Potter

  	
   

  	
  Development Manager

  
	
  Keith Smith

  	
   

  	
  Test & Integration Manager

  
	
   

  	
   

  	
   

  
	
  WIRELESS
  INTELLIGENT SYSTEMS, LTD.

  	
   

  	
  Baltic
  Street West

  
	
   

  	
   

  	
  London ,
  England

  
	
   

  	
   

  	
   

  
	
  Key
  Personnel:

  	
   

  	
   

  
	
  Panagiotis Fines

  	
   

  	
  Project Management

  
	
  Katerina Christofylaki

  	
   

  	
  Contracts Manager

  
	
  Fatin Said

  	
   

  	
  Technical Consultant, Turbo Coding

  
	
  Mike Lind Rank

  	
   

  	
  DSP Engineer

  
	
  Soren Kilsgaard

  	
   

  	
  Digital HQ Design and Implementation

  
	
  Michael Dohler

  	
   

  	
  Channel Modelling and Testing

  



 

















 


ANNEX H


 


 


CONTRACTOR
BACKGROUND DISCLOSURE


 


Contractor
identifies the following Background in respect of Article 11 hereto:


 


A.                                    THRANE & THRANE BACKGROUND


 


•                  Channel Unit Operating System


•                  Alarm and Event System


•                  Host Control System (SCS)
(Star-up, Close-down and Switch-over functions)


•                  Rack Design


•                  Sub-rack Design


 


B.                                    LOGICA BACKGROUND


 


•                  LD-TeleCUSP-SCCPPR-0014 (Telecusp
CCP Provider Low Level Design Specification), Version 1.1 dated 16
November 1999.


 


C.                                    SED SYSTEMS BACKGROUND


 


•                  M&C Software


•                  Geographical Positioning Software


•                  GRM Framework Software


 


•                  Third Party Background


•                  Vertex/RSI Antenna Design


 

















 


	
  

  	
  Contract
  Change Notice

  



 


	
  PROJECT  

  	
  Inmarsat B-GAN RAN

  	
   

  	
  CCN NO. 011

  	
   

  	
  DATE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CONTRACT  

  	
  INM-CO/01-2876/HC

  	
   

  	
   

  	
   

  	
  20 January 2003

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (1) TITLE OF CHANGE

  	
  Updates to Contract Terms and Conditions

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Under this CN011, the parties amend certain contract terms and
  conditions as described in the attachment hereto.  Specifically, the CN encompasses the change from a one phase
  delivery of the RAN to a two phase delivery, changes in the payment milestone
  to include the additional 120 Man Months of effort incurred by Contractor in
  connection with delivery schedule of the SDM, and addition of Appendix I
  to Annex A of the Contract entitled Statement of Work which describes in more
  detail the RAN on the Bench deliverable to Inmarsat.

  	
   

  	
  (3) RECOMMENDED INTRODUCTION POINT 20/12/2002

  
	
   

  	
   

  	
  (4) DRAWINGS AND SPECS. AFFECTED

  
	
   

  	
   

  	
   

  
	
  (7) REASON FOR CHANGE

  	
  Updating Contract

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (8) RELATED FACTORS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FACTOR

  	
  Y

  	
  N

  	
  FACTOR

  	
  Y

  	
  N

  	
  FACTOR

  	
  Y

  	
  N

  
	
  Performance

  	
   

  	
   

  	
  Testing

  	
   

  	
   

  	
  Other factors

  	
   

  	
   

  
	
  Reliability

  	
   

  	
   

  	
  Materials and processes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interface

  	
   

  	
   

  	
  Spare parts

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Weight

  	
   

  	
   

  	
  Agency furnished equipment

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dimensions

  	
   

  	
   

  	
  Packaging

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Electrical parameters

  	
   

  	
   

  	
  Publications

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (9) ESTIMATED INFLUENCES ON CONTRACT
  PROVISIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1. TOTAL PRICE INFLUENCE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TOTAL HOURS

  	
  LABOUR COSTS

  	
  MATERIALS

  	
  TAXES

  	
  OTHER COSTS

  	
  TOTAL COSTS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Not specified

  	
  Not specified

  	
  Not specified

  	
  Not included

  	
   

  	
  USD ****

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2. SCHEDULE INFLUENCE None

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CONTRACTOR’S SIGNATURES

  	
   

  	
  INITIATOR

  Both Parties

  DATE:  20-01-032

  
	
  PROJECT MANAGER

  	
   

  	
   

  
	
  ****

  	
  DATE: DD-MM-YY

  	
   

  
	
  CONTRACT MANAGER

  	
   

  	
   

  
	
  ****

  	
  DATE:  DD-MM-YY

  	
   

  
																					



 


	
  Confidential
  & Proprietary

  	
   

  



 

















 


	
  DATE OF REJECTION

  	
   

  	
  DATE OF APPROVAL

  	
   

  	
  INTRODUCTION POINT

  
	
  CUSTOMER’S SIGNATURES

  	
   

  	
   

  
	
  PROGRAMME MANAGER

  	
   

  	
   

  	
  DATE:

  
	
  CONTRACTS MANAGER

  	
   

  	
   

  	
  DATE:

  
						



 

















 


Article 1                                               Scope of Work


 


The scope of work current as of December 2002, is reflected in the
Statement of Work Issue 2.1 and the updated System
Requirements Specification Issue 3.1.


 


Article 2                                               Delivery by
Contractor


 


Paragraph B of Article 2 is hereby amended to read as follows:


 


The Radio Network Sub-system (RFS) delivery locations shall be Burum in
the Netherlands and Fucino in Italy. 
All deliverable items shall be delivered in accordance with
Article 3 hereto, entitled Performance Schedule, in accordance with the
Statement of Work and SRS Volume 3.1.


 


A new Paragraph C is added as follows:


 


The RAN on the Bench (ROB) which is developed by Contractor concurrently
with the Reference Test Bed (RTB) but shall be delivered to Inmarsat, shall be
ready for delivery to Inmarsat no later than mid-May 2003.  The ROB shall have as a minimum the
functionality set out in the ROB Technical Specification attached as Appendix I
to the Statement of Work, Annex A.


 


Article 3                                               Performance Schedule


 


The parties have agreed to change the originally agreed delivery
schedule from one phase delivery with Final Acceptance to take place no
later than 30 months from EDC, to a two-phased delivery encompassing the
following revised delivery milestone dates:


 


	
  Delivery of RFT

  	
  ****

  
	
  Final Design Review

  	
  ****

  
	
  Delivery of RAN on the Bench (ROB)

  	
  ****

  
	
  Factory Acceptance (FAT) 1 for Baseline 1

  	
  ****

  
	
  Site Acceptance (SAT) 1 at Burum for Baseline 1

  	
  ****

  
	
  Factory Acceptance (FAT) 2 for Baseline 2

  	
  ****

  
	
  Site Acceptance (SAT) 2 at Burum for both RFSs

  	
  ****

  
	
  Site Acceptance (SAT) 2 at Fucino for both RFSs

  	
  ****

  
	
  Final Acceptance of Baselines 1 and 2

  	
  ****

  



 


Article 4                                               Price


 


Paragraph A of Article 4 is amended to read as follows:


 


The firm fixed price for the Work as defined in Annex A and B herein,
entitled Statement of Work and SRS, is $****
at EDC.  The firm fixed price shall be
subject to Change Notices subsequently entered into between the parties which
result in a change of the total value of the contract from the initial firm
fixed price.


 


3

















 


New Paragraph C


 


C.                                     For avoidance of doubt, the **** of the Total Contract Value
available to Inmarsat for Liquidated Damages under Article 21 “Final
Acceptance Milestone” - sub-paragraph 2, shall be assessed against the then
current total value of the Contract.


 


New Paragraph D


 


D.                                    Inmarsat and Contractor have agreed to a
payment covering the total of 120 Man Months of effort required by Contractor
to accommodate increased resourcing due to delay of the SDM and re-phasing of
the programme into two distinct delivery phases.  The total payable is $****
which is payable in accordance with the distribution of additional resources as
a percentage add-on payment to the revised milestone payments shown under the
amended Annex D, entitled Price Breakdown and Payment Plan


 


Article 21                                        Incentives and
Remedies for Early and Late Delivery


 


Due to the parties change to a two phase delivery of the RAN,
Article 21 is hereby amended to reflect the revised schedule:


 


The Delivery Milestones under this Article 21 have been modified as
follows:


 


Milestone 1 - Factory Acceptance Test (FAT1) for Baseline 1


In case FAT 1 is delayed, the Contractor shall be liable for liquidated
damages in the amount of ****
per day for each day of delay of FAT 1 in accordance with Article 5 of the
Contract entitled Final Acceptance.  Such liquidated damages shall accrue up to a
total amount of United States Dollars ****.


 


The liquidated damages set out in 1. above shall accrue up to and
including the date of successful FAT1 or termination by Inmarsat pursuant to
Article 19 of the Contract entitled Termination.  During the period when liquidated damages are accruing, the
Contractor shall not be liable for any other damages with respect to such
delay, except as explicitly stated to the contrary.


 


Milestone 2 - Site Acceptance (SAT) 2 at Burum 


In case SAT 2 acceptance at Burum is delayed, the Contractor shall be
liable for liquidated damages in the amount of United States Dollars **** per day for each day of delay of
SAT 1 in accordance with Article 5 of the Contract entitled Final Acceptance.  Such liquidated damages shall accrue up to a total amount of
United States Dollars ****.


 


The liquidated damages set out in 1. above shall accrue up to and
including the date of successful SAT 2 or termination by Inmarsat pursuant to
Article 19


 


4

















 


of the Contract entitled Termination. 
During the period when liquidated damages are accruing, the Contractor
shall not be liable for any other damages with respect to such delay, except as
explicitly stated to the contrary.


 


Final Acceptance Milestone


 


Paragraph 1 “Incentives” is hereby deleted as this is no longer relevant
due to the schedule change.


 


Paragraph 2 is modified to a Final Acceptance Date of EDC+40 months
(July 1, 2001 to October 31, 2004).


 


For avoidance of doubt, the parties confirm that the total Liquidated
Damages amount of **** of the
Contract Value shall include any sums paid by Contractor in connection with LD
Milestones 1 (FAT1) and 2 (SAT-2).


 


Annex A                                                 Statement of
Work


 


Sub-paragraph 1.2 of Article 10, entitled Warranty and Maintenance
shall be deleted and replaced with the following text:


 


10.1.2          The Contractor shall provide a
minimum of two years warranty and support commencing from the following start
dates:


 


a.                                               For the RFS and Antenna
equipment, the warranty start date shall be EDC plus 30 months, or 1
January 2004.


 


b.                                              For the RNS equipment, excluding
equipment identified under a. above delivered to the Burum SAS, the warranty
start date shall be SAT-1 at Burum.


 


c.                                               For the RNS equipment, excluding
equipment identified under a. above, delivered to Fucino SAS, the warranty
period shall commence from delivery of such RNS equipment to Fucino provided,
however, that the warranty start date for such RNS equipment under this
sub-paragraph c. is no earlier than EDC plus 30 months or SAT-1 at Burum,
whichever is the later.


 


d.                                              For all software delivered by
Contractor under sub-paragraphs b. and c. above, the warranty period shall
commence SAT-1 at Burum.


 


5

















 


Annex C                                                 Air Interface
Specifications


 


****


 


Annex D                Price
Breakdown and Payment Plan


 


Payment Plan – Baseline Contract


 


The Baseline Payment Plan is hereby revised to reflect the change to a
two phase delivery of the system and inclusion of 120 Man Months of additional
effort by Contractor.  Milestones 1 - 4
covering **** of the baseline
contract price remain as originally stated, but a new Milestone 5 has been
added to reflect the RAN on the Bench (ROB) deliverable.  Thus, the following shall be the new payment
milestones for the baseline contract:


 


	
  Milestone

  	
   

  	
  Dates

  	
   

  	
  %

  	
   

  	
  Total
  Amount

  	
   

  	
  Plus
  Man

  Months

  	
   

  	
  Total
  Including

  120 Man Months

  	
   

  
	
  FDR

  	
   

  	
  11/02

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  0

  	
   

  	
  ****

  	
   

  
	
  Delivery or RFT

  	
   

  	
  11/02

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  0

  	
   

  	
  ****

  	
   

  
	
  Delivery of ROB

  	
   

  	
  05/03

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  0

  	
   

  	
  ****

  	
   

  
	
  FAT 1

  	
   

  	
  09/03

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  25

  	
   

  	
  ****

  	
   

  
	
  SAT 1

  	
   

  	
  01/04

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  35

  	
   

  	
  ****

  	
   

  
	
  FAT 2

  	
   

  	
  06/04

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  10

  	
   

  	
  ****

  	
   

  
	
  SAT 2 (Burum)

  	
   

  	
  08/04

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  10

  	
   

  	
  ****

  	
   

  
	
  SAT 2 (Fucino)

  	
   

  	
  09/04

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  40

  	
   

  	
  ****

  	
   

  
	
  Final Acceptance

  	
   

  	
  10/04

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  0

  	
   

  	
  ****

  	
   

  
	
  Warranty Year 1

  	
   

  	
  10/05

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  0

  	
   

  	
  ****

  	
   

  
	
  Warranty Year 2

  	
   

  	
  10/06

  	
   

  	
  ****

  	
   

  	
  ****

  	
   

  	
  0

  	
   

  	
  ****

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  ****

  	
   

  	
   

  	
   

  	
  ****

  	
   

  



 


The remaining baseline contract payments therefore total $****.


 


6

















 


Annex F                                                   Key Personnel


 


The following is a revised list of key personnel.


 


	
  Name

  	
   

  	
  Title

  	
   

  	
  %
  on Project

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ****

  	
   

  	
  System Manager

  	
   

  	
  30

  	
   

  
	
  ****

  	
   

  	
  System R&D Manger

  	
   

  	
  75

  	
   

  
	
  ****

  	
   

  	
  RAN R&D Product Manager

  	
   

  	
  100

  	
   

  
	
  ****

  	
   

  	
  RAN Programme Manager

  	
   

  	
  100

  	
   

  
	
  ****

  	
   

  	
  RAN Project Manager

  	
   

  	
  100

  	
   

  
	
  ****

  	
   

  	
  System Design Team Leader

  	
   

  	
  100

  	
   

  
	
  ****

  	
   

  	
  Sub-Contractor Manager

  	
   

  	
  50

  	
   

  
	
  ****

  	
   

  	
  System Engineering

  	
   

  	
  100

  	
   

  
	
  ****

  	
   

  	
  Team Leader, Host System Design

  	
   

  	
  100

  	
   

  
	
  ****

  	
   

  	
  Channel Unit SW Team Leader

  	
   

  	
  100

  	
   

  
	
  ****

  	
   

  	
  Channel Unit HW Team Leader and System
  Design

  	
   

  	
  100

  	
   

  
	
  ****

  	
   

  	
  Test Team Leader

  	
   

  	
  100

  	
   

  
	
  ****

  	
   

  	
  UT Simulator Team Leader

  	
   

  	
  100

  	
   

  
	
  ****

  	
   

  	
  Quality Assurance Manager

  	
   

  	
  10

  	
   

  
	
  ****

  	
   

  	
  CNGW Team Leader

  	
   

  	
  100

  	
   

  
	
  ****

  	
   

  	
  DSP Team Leader

  	
   

  	
  100

  	
   

  
	
  ****

  	
   

  	
  Development Engineer, RRM

  	
   

  	
  100

  	
   

  



 


 


Annex G                                                 Key
Sub-Contractors


 


Annex G is amended by deleting sub-contractor’s Logica UK Limited and
Wireless Intelligent Systems, Inc.


 


For Logica UK Limited, the following is substituted for Core Network
Interface Development Work:


 


Hughes Software Systems Ltd. (HSS)


Electronic City, Plot No. 31


Sector 18, Gurgaon 122015


Haryana (India)


 


Hughes Software Systems Ltd. Key Personnel


 


	
  N. Mohan

  	
  Engineering Manager

  
	
  Poonam Pandita

  	
  Configuration Manager

  
	
  V. Sivasankaran

  	
  System Engineer

  
	
  Prabhat Sahoo

  	
  Manager CN Development

  
	
  Rajinder Kumar

  	
  Manager Integration & Tetsing

  



 


7

















 


Annex H                                                 Contractor
Background Disclosure


 


Logica Background is deleted.


 


HSS Background is substituted as follows:


 


	
  S. No

  	
   

  	
  RNC
  Protocols

  	
   

  	
  Compliance

  
	
  1.

  	
   

  	
  SSCOP

  	
   

  	
  ITU-T Q.2110

  
	
  2.

  	
   

  	
  Q2630.1

  	
   

  	
  ITU-T Q.2630.1

  
	
  3.

  	
   

  	
  Q2630.2

  	
   

  	
  ITU-T Q.2630.2

  
	
  4.

  	
   

  	
  SCCP

  	
   

  	
  Q.711 - Q.714, 1996, ETS 300 009 1996, T1.112 1996, GR 246

  
	
  5.

  	
   

  	
  DMTP3-B

  	
   

  	
  ITU-T Q. 2210, 1996

  
	
  6.

  	
   

  	
  GTP-U for RNC

  	
   

  	
  3G TS 29.060 v4.1.0 (2001-06)

  
	
  7.

  	
   

  	
  SSCF-NNI

  	
   

  	
  ITU-T Q.2140

  
	
  8.

  	
   

  	
  RANAP

  	
   

  	
  Intermediate Release- 3GPP TS 25.413 R99
  December 2001 version

  
Final
  Release will support R4 Compliance March 2002 version or later.

  
	
  9.

  	
   

  	
  Q.2150.1

  	
   

  	
  ITU-T Q.2150.1

  
	
  10.

  	
   

  	
  IPoA

  	
   

  	
  RFC 2684

  
	
  11.

  	
   

  	
  PDCP

  	
   

  	
  Intermediate Release ? 3GPP TS 25.323 v3.3.0

  

  Final Release will support R4 Compliance March 2002 version or later.

  



 


8

















 


Appendix I to Annex A


****


 


 


9