Common use of SPACE SEGMENT Clause in Contracts

SPACE SEGMENT. Without limiting Contractor’s obligations under Articles 15.1.1 and 15.1.2: A. Contractor warrants that, from Space Segment Acceptance (or with respect to the GBBF Subsystem, if earlier, Acceptance of the GBBF Subsystem) through the [*] of such Space Segment Acceptance (as such warranty period may be extended), the Space Segment shall perform in conformity with those requirements of Exhibit E, Space Segment Performance Specification, that are tested and/or validated during Space Segment IOT in accordance with Exhibit H, Space Segment Test Plan (as such requirements may be waived or deviated from for purposes of Space Segment Acceptance under Article 10.1.2), such that the baseline for the warranty shall be the Space Segment’s condition as of Space Segment Acceptance; provided, however, that such warranty baseline shall be subject to revision to reflect improved performance pursuant to Article 15.1.3(C) below. B. Contractor’s only liability under the preceding subsection (A) shall be with respect to the GBBF Subsystem and Satellite as follows: (1) With respect to the GBBF Subsystem, the warranty set forth in Article 15.1.3(A) is based on the condition of the GBBF Subsystem as Accepted, subject to revision of such condition to reflect improved performance pursuant to Article 15.1.3(C). Any non-conformance or defect discovered in the GBBF Subsystem during the warranty period set forth in subsection (A) above and notified to Contractor shall be remedied by Contractor at Contractor’s expense by repair or replacement of the defective component or by other appropriate corrective measures with respect to the GBBF Subsystem, including but not limited to GBBF hardware and/or software modifications, as set forth in Section 2.3.7 of Exhibit G, Space Segment SOW (at Contractor’s election). In fulfilling its obligations under this Article 15.1.3(B)(1) Contractor shall be responsible to correct only for defects or non-conformances to the applicable requirements of Annex B, Specification for the GBBF Subsystem, of Exhibit E, Space Segment Performance Specification (to the extent of GBBF Subsystem compliance with such requirements upon GBBF Subsystem Acceptance under Article 11), subject to revision of such warranty baseline requirements to reflect improved performance pursuant to Article 15.1.3(C) below. Contractor shall determine whether such repair or replacement shall be performed at Contractor’s plant. If necessary, Purchaser shall ship to Contractor’s designated facility the defective component(s). Contractor shall be responsible for the cost of shipment (including transportation and transit insurance) to the facility in accordance with its standard commercial practice (including any taxes and/or duties) of such defective component(s), and the cost of packing, return shipment (including transportation and transit insurance) in accordance with its standard commercial practice of any such defective component(s) once repaired or replaced to Purchaser at the location designated therefor by Purchaser. Risk of loss for such defective component(s) shall transfer to Contractor upon delivery of such defective component(s) to the shipping carrier by Purchaser, and risk of loss shall transfer to Purchaser for any such defective component(s) once repaired or replaced pursuant to this Article 15.1.3(B)(1) upon receipt thereof by Purchaser at the location designated by Purchaser. If Contractor fails to use reasonable best efforts to repair or replace such defective component(s) within a reasonable period of time after notification from Purchaser, Purchaser may, by contract or otherwise, repair or replace such defective component(s) and Contractor shall be liable for the reasonable cost thereof. (2) If the GBBF Subsystem does not exhibit a defect or non-conformance subject to Article 15.1.3(B)(1), and performance of the Space Segment nonetheless degrades with respect to the Space Segment performance baseline for Space Segment Acceptance (as may be adjusted in accordance with Article 15.1.3(C)), Contractor shall take reasonable steps to analyze and recommend corrective action as set forth in Section 2.3.7 of Exhibit G, Space Segment SOW. Purchaser shall provide reasonable investigation support for possible causes in Purchaser furnished items, such as equipment in the gateway. If and to the extent such analysis and recommended corrective action pertain to the Satellite, the Parties shall proceed as set forth in Article 15.1.3(B)(3). If and to the extent such analysis and recommended corrective action pertain to the GBBF Subsystem and/or other elements of the Space Segment (not including the Satellite), Contractor shall notify Purchaser and describe the proposed corrective action together with associated costs (as applicable) and terms for proceeding with the action. Purchaser shall approve or disapprove the proposed action and associated costs (as applicable) and terms within a reasonable time. If Purchaser authorizes the proposed action, Contractor shall proceed therewith: (a) at Contractor’s expense if the degradation in Space Segment performance is primarily attributable to the GBBF Subsystem and/or other elements of the Space Segment (not including the Satellite), or (b) at Purchaser’s expense (but only to the extent set forth in Article 15.1.3(B)(3)) if such degradation is primarily attributable to the Satellite, or (c) at Purchaser’s expense if such degradation is primarily attributable to Purchaser-furnished equipment, or (d) in any other cases, as otherwise agreed by the Parties based on an equitable allocation of risk in the circumstances. Annex B, Specification for the GBBF Subsystem, of Exhibit E, Space Segment Performance Specification, shall be modified to incorporate any changes thereto required to reflect the corrective actions approved by Purchaser hereunder. (3) Without limiting Contractor’s obligations under Article 15.2, in the event that, after the IOT Complete Date, for causes attributable to Contractor (or any subcontractor, agent or representative of Contractor), the Satellite fails to meet the applicable requirements of Exhibit B, Satellite Performance Specification (as such requirements may have been waived or deviated from for purposes of Satellite Acceptance upon the IOT Complete Date), and the performance of the Space Segment degrades with respect to the Space Segment performance baseline for Space Segment Acceptance, Contractor shall take reasonable steps to analyze and recommend corrective action as set forth in Section 2.3.7 of Exhibit G, Space Segment SOW. The Contractor’s corrective action may [*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED. include and is limited to analysis, diagnosis, testing, GBBF procedures, coefficient updates, Satellite configuration commands, and Satellite operating procedures. Contractor shall notify Purchaser and describe the proposed corrective action together with associated costs (as applicable) and terms for proceeding with the action. Purchaser shall approve or disapprove the proposed action and associated costs (as applicable) and terms within a reasonable time. If Purchaser authorizes the proposed action, Contractor shall proceed therewith: (a) at Contractor’s expense, subject to a cumulative total annual sum of [*] for the first year of the warranty and [*] for each extension of the warranty pursuant to Article 24.3, for such corrective actions, and (b) at Purchaser’s expense after the monetary threshold in clause (a) immediately above is met, on the basis of [*] to be invoiced and paid in accordance with Article 5. If for any reason the corrective action is unsuccessful, and, as a result thereof, the Satellite suffers any loss, including but not limited to degraded performance, Purchaser’s sole and exclusive remedies with respect to such loss and any consequences therefrom shall be those set forth in Articles 13 and 35.2 as applicable, subject to the conditions and limitations of such Articles and in all cases subject to the limitation of liability stated in Article 15.1 above and Article 30. (4) The warranty under this Article 15.1.3 with respect to the Space Segment shall terminate upon payment in full of the Space Segment Warranty Termination Payment. [*] CONFIDENTIAL TREATMENT REQUESTED BY ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED. [*]