Exhibit 10.2
FOIA CONFIDENTIAL TREATMENT REQUESTED
PORTIONS OF THIS EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION
WV3 Satellite Purchase Agreement 60150
Document No. 10329664
WorldView 3 Satellite Purchase Agreement # 60150
By and Between
DigitalGlobe, Inc.
and
Ball Aerospace & Technologies Corp.
Document Number
10329664
Release Date:
Aug 20, 2010
Issue/Revision:
Initial Release
Effective Date:
Sept 1, 2010
Prepared by:
[**Redacted**]
Approved By
[**Redacted**]
RESTRICTION ON USE, PUBLICATION, OR DISCLOSURE OF PROPRIETARY INFORMATION
THIS AGREEMENT AND THE INFORMATION CONTAINED THEREIN ARE CONFIDENTIAL AND
PROPRIETARY TO DIGITALGLOBE AND BALL AEROSPACE & TECHNOLOGIES CORP (BATC) AND
SHALL NOT BE PUBLISHED OR DISCLOSED TO ANY THIRD PARTY WITHOUT THE EXPRESS
WRITTEN CONSENT OF A DULY AUTHORIZED REPRESENTATIVE OF DIGITALGLOBE AND BATC.
WV3 Satellite Purchase Agreement 60150
Document No. 10329664
TABLE OF CONTENTS
TERMS AND CONDITIONS
EXHIBIT 1 -
STATEMENT OF WORK FOR THE WORLDVIEW 3 SATELLITE ("Statement of Work")
EXHIBIT 2 -
WORLDVIEW 3 SATELLITE SPECIFICATION
EXHIBIT 3 -
WORLDVIEW 3 MILESTONE PAYMENT AND TERMINATION LIABILITY SCHEDULE
EXHIBIT 4 -
WORLDVIEW 3 SOFTWARE LICENSE AGREEMENT
EXHIBIT 5 -
WORLDVIEW 3 BI-LATERAL NON-DISCLOSURE AGREEMENT
1. DEFINITIONS AND CONSTRUCTION
1
1.1. CERTAIN DEFINITIONS
1
1.2. OTHER TERMS
4
1.3. INTEGRATION AND CONSTRUCTION
4
1.4. HEADINGS
4
2. SCOPE OF WORK
4
2.1. GENERAL
4
2.2. CONTRACTOR WORK COMMITMENT
5
3. CONTRACT PRICE
5
3.1. CONTRACT PRICE
5
3.2. CHANGES IN CONTRACT PRICE
5
3.3. TAXES AND DUTIES
5
4. PAYMENT
6
4.1. REQUESTS FOR PAYMENT AND INVOICES
6
4.2. PAYMENT
7
4.3. DISPUTED AMOUNTS
7
4.4. SET OFF
8
4.5. LATE PAYMENT
8
5. ACCESS TO WORK
8
5.1. FACILITIES
8
5.2. NO RELIEF
8
5.3. WORKERS COMPENSATION AND EMPLOYER'S LIABILITY
9
6. DELIVERY
9
7. RESERVED
9
8. TITLE AND RISK OF LOSS
9
9. EXCUSABLE DELAY
9
9.1. EXCUSABLE DELAY DEFINED
9
9.2. EQUITABLE ADJUSTMENTS
10
9.3. MAXIMUM EXCUSABLE DELAY
10
1
WV3 Satellite Purchase Agreement 60150
Document No. 10329664
10. CORRECTIVE MEASURES IN SATELLITE AND OTHER CONTRACT DELIVERABLES
10
10.1. NOTICE OF DEFECTS
10
10.2. DUTY TO CORRECT
11
11. CHANGES IN SCOPE OF WORK
12
11.1. CHANGES DIRECTED BY CUSTOMER
12
11.2. CHANGES REQUESTED BY CUSTOMER
13
11.3. CHANGES REQUESTED BY CONTRACTOR
13
11.4. PRICING OF CHANGES
13
11.5. DELAYS CAUSED BY CUSTOMER
13
12. PERMITS AND LICENSES; COMPLIANCE WITH LAWS
14
12.1. UNITED STATES PERMITS, LICENSES, AND LAWS
14
12.2. REVIEW OF APPLICATIONS
14
12.3. VIOLATIONS OF LAW
14
13. SUBCONTRACTS
14
13.1. SUBCONTRACTS
14
13.2. NO PRIVITY OF CONTRACT
15
13.3. ASSIGNMENT OF SUBCONTRACTS
15
13.4. CONTRACTOR'S DUTIES WITH RESPECT TO SUBCONTRACTORS
15
14. PERSONNEL AND KEY PERSONNEL
15
14.1. PERSONNEL QUALIFICATIONS
15
14.2. KEY PERSONNEL POSITIONS
15
14.3. ASSIGNMENT OF KEY PERSONNEL
15
15. CONTRACTOR'S REPRESENTATIONS, COVENANTS, AND WARRANTIES
16
15.1. ORGANIZATION; GOOD STANDING AND QUALIFICATION
16
15.2. AUTHORIZATION
16
15.3. CONTRACTOR WARRANTIES FOR CONTRACT DELIVERABLES
17
15.4. REMEDIES
18
16. CUSTOMER'S REPRESENTATIONS, WARRANTIES AND COVENANTS
18
16.1. ORGANIZATION; GOOD STANDING