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EXHIBIT 10.10
RADARSAT-2 MASTER AGREEMENT
THIS RADARSAT-2 MASTER AGREEMENT (this "Agreement") is entered into as
of the 31st day of December, 1998, by and among ORBITAL SCIENCES CORPORATION, a
Delaware corporation ("Orbital"), its wholly owned subsidiary XXXXXXXXX,
XXXXXXXXX AND ASSOCIATES LTD., a Canadian corporation ("MDA"), and ORBITAL
IMAGING CORPORATION, a Delaware corporation ("ORBIMAGE").
WHEREAS, MDA is constructing and will own and operate a synthetic
aperture radar (SAR) earth observation satellite system called RADARSAT-2
pursuant to that certain Master Agreement between MDA and the Canadian Space
Agency (the "CSA") dated December 18, 1998 (as it may be amended from time to
time, the "CSA Contract") under which CSA has committed to provide
C$217,585,529 for the purchase of RADARSAT-2 data; and
WHEREAS, MDA and ORBIMAGE desire to enter into this Agreement pursuant
to which (i) MDA will grant to ORBIMAGE the right to distribute and market
worldwide RADARSAT-2 data received from the RADARSAT-2 satellite ("RADARSAT-2
Data") and products that are derived from, based on or use the RADARSAT-2 Data,
subject to the terms and conditions provided herein and (ii) MDA will
sublicense to ORBIMAGE certain trademarks, service marks and names.
NOW THEREFORE, in consideration of the agreements and covenants
contained herein, the parties hereto agree as follows.
SECTION 1 - GRANT OF LICENSE
1.1. License to Market. MDA hereby grants to ORBIMAGE a ten
(10)-year, exclusive worldwide license (the "License") to promote, market,
sell, modify and use RADARSAT-2 Data received from the RADARSAT-2 satellite in
any form, including products derived from or based on RADARSAT-2 Data for any
purposes, including, without limitation, the right to sublicense such rights,
provided that ORBIMAGE shall remain liable for its obligations hereunder.
1.2. Sublicense of Marks. MDA hereby grants to ORBIMAGE a ten
(10)-year, non-exclusive royalty free and worldwide sublicense to use the xxxx
"RADARSAT" in association with the promotion, marketing, sale and distribution
of RADARSAT-2 Data, including promotional products or materials.
Notwithstanding anything herein to the contrary, the foregoing sublicense and
ORBIMAGE's rights with respect to use of the "RADARSAT" xxxx are subject in all
respects to the CSA Contract, including but not limited to Article 19.
1.3. Ownership Rights in Data. MDA acknowledges that, during the
term of the License, all proprietary and ownership rights in the RADARSAT-2
Data shall be the sole and exclusive property of ORBIMAGE, subject to the CSA
Contract and the License granted herein.
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1.4 License Fee. In consideration of the grant of the Licensee
hereunder, ORBIMAGE hereby agrees to pay MDA US$60 million (the "Initial
Payment") plus C$217,585,529 (the "Subsequent Payment") for the License and
sublicense granted under this Section 1. Such payments shall be made in
accordance with Schedule 1.4 hereto. The amount of the Subsequent Payment
shall be adjusted downward on an equitable basis to the extent MDA purchases
less RADARSAT-2 Data from ORBIMAGE than is contemplated by Section 2 below.
The Subsequent Payment shall immediately become due and payable upon the
complete and total failure of the RADARSAT-2 system.
1.5. License Renewal. At the end of the initial term of the
License and the sublicense granted under Section 1.2, ORBIMAGE shall have the
option to renew annually both the License and the sublicense for an aggregate
fee of US$10,000 per year. Any such renewal shall otherwise be subject to and
in accordance with the then current terms and conditions of this Agreement.
SECTION 2 - DATA PURCHASE
MDA hereby agrees to purchase from ORBIMAGE all the RADARSAT-2 Data
that MDA is required to deliver under the CSA Contract. ORBIMAGE hereby agrees
to cause such data to be delivered to MDA in a timely manner in accordance with
the data delivery requirements under the CSA Contract. The purchase price for
such data shall be C$217,585,529. MDA shall pay ORBIMAGE the purchase price in
twenty-eight (28) equal installments over a period of seven years commencing
ten days after the date the RADARSAT-2 satellite is commissioned (as defined in
the CSA Contract) and payable on a quarterly basis thereafter. If the
RADARSAT-2 system is declared a complete and total failure before all payments
have been made under this Section 2, then the unpaid portion of the data
purchase price shall become immediately due and payable.
SECTION 3 - SCOPE OF WORK
3.1. MDA shall furnish the management, labor, facilities,
personnel and materials required for the performance of the following
work (collectively, the "Work"):
3.1.1 RADARSAT-2 System. The parties hereto acknowledge
that MDA shall, pursuant to the terms of the CSA Contract, construct
the RADARSAT-2 system that is capable of meeting RADARSAT-2 Data
requirements set forth in the RADARSAT-2 Statement of Work attached
hereto as Schedule 3 (as it may be amended from time to time, the
"RADARSAT-2 SOW") and the Mission Requirements Specifications that are
part of the CSA Contract, provided, however, that such system is not a
deliverable to ORBIMAGE under this Agreement;
3.1.2. RADARSAT-2 Operations. MDA shall operate the
RADARSAT-2 system in accordance with the RADARSAT-2 SOW;
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3.1.3. RADARSAT-2 Data Reception, Processing and Archiving.
MDA shall provide ORBIMAGE with RADARSAT-2 data reception, processing
and archiving services in accordance with the RADARSAT-2 SOW;
3.1.4 Sensor Model. No more than 90 days prior to the
scheduled launch of the RADARSAT-2 satellite MDA shall, at no
additional cost, license and deliver a copy to ORBIMAGE of all
applicable RADARSAT-2-related software, algorithms and/or models in
the form and of the type that is required for the purpose of
performing image processing and generating value-added products from
(a) level one data and above and (b) raw or zero level data .
Subject to the final sentence of this Section 3.1.4, ORBIMAGE shall
have the right to sublicense and provide copies of such software,
algorithms and/or models to third parties pursuant to a data purchase
agreement that provides, among other things, such person to maintain
such software, algorithms and/or models as confidential and provided
further that ORBIMAGE agrees that it shall not provide any copies to
any entities or persons that are in the business of designing and/or
constructing remote sensing ground stations.MDA's obligation to
deliver software will include code, including source code, if the
delivery of such code to imagery customers and value-added processors
is standard industry practice. With respect to models, software and
algorithms for raw or zero level data processing, on a case by case
basis, with MDA's prior approval, which shall not be unreasonably
withheld, ORBIMAGE shall have the right to provide such items to its
customers for their imagery processing use. MDA hereby consents to
ORBIMAGE's use of raw and level zero models, software and algorithms
for its own internal use and to ORBIMAGE's sublicensing of such items
to U.S. government customers for their own internal use.
3.1.5 Optional U.S. Ground Facility. At ORBIMAGE's option,
MDA shall supply ORBIMAGE with a RADARSAT-2 reception, processing and
archiving facility in the United States for the sole purpose of
enabling ORBIMAGE to meet U.S. government national security customer
requirements for RADARSAT-2 Data and products. In the event ORBIMAGE
exercises this option, MDA shall make customary representations and
warranties regarding the performance and capabilities of the facility.
3.2 Software License.
3.2.1 For the use of ORBIMAGE under the terms identified in Section
3.1.4, MDA hereby grants to ORBIMAGE a perpetual, fully paid non-exclusive
license for the software, algorithms and/or models delivered pursuant to
Section 3.1.4 (including all modifications and upgrades thereto that are
developed by MDA during the term of this Agreement). Maintenance of the
software delivered to ORBIMAGE will be provided by MDA pursuant to MDA's
standard software maintenance agreement.
3.2.2 For the exclusive use of ORBIMAGE at ORBIMAGE facilities and
at the facility identified in Section 3.1.5 above, MDA hereby grants to
ORBIMAGE a perpetual, fully paid non-exclusive license for all RADARSAT-2 image
processing and archiving software (including all modifications and upgrades
thereto that are developed by MDA during the term of this
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Agreement and that are applicable to the installed system). In connection with
the delivery of a ground station as contemplated by Section 3.1.5 above, MDA
shall deliver one copy of such software (executable and object code) to
ORBIMAGE as soon as is practicable after ORBIMAGE requests it, for installation
by MDA at said facilities, which software shall be capable of performing the
functions contemplated by this Section 3.2. and consistent with the RADARSAT-2
SOW. Maintenance of the software delivered to ORBIMAGE will be provided by MDA
pursuant to MDA's standard software maintenance agreement.
3.3. Insurance. At ORBIMAGE's expense, MDA or Orbital shall
procure launch, satellite checkout and on-orbit insurance as requested by
ORBIMAGE, subject to availability of such insurance and ORBIMAGE's agreement to
the price, terms and conditions of such insurance.
SECTION 4 - CONSIDERATION
4.1 Consideration. The price for the Work and other items
deliverable under Section 3 is as follows:
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CLIN PRICE
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0001 RADARSAT-2 Operations (3.1.2) Cost-reimbursable at MDA's standard Canadian
Government pricing rates not to exceed US$10
million per year, with a target of US$8 million
per year. This service shall commence, and
payments relating thereto shall become payable,
three (3) months prior to launch, provided,
however, that if the launch is delayed, no
further pre-launch payments beyond these three
(3) months shall be required. The pre-launch
payment shall be included in the calculation of
the maximum amount payable during the first year
of operations.
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0002 RADARSAT-2 Data Reception, Processing and 12% of annual net revenues recognized by
Archiving (3.1.3) ORBIMAGE from sales of RADARSAT-2 data
(excluding revenues under the CSA Contract)
commencing upon the commissioning of the
RADARSAT-2 system. Under this CLIN, ORBIMAGE
and MDA acknowledge that they will further
negotiate the appropriate compensation based on
data volumes and level of processing.
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0003 Sensor Model (3.1.4) No charge
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0004 U.S. Ground Facility (3.1.5, option) Cost-reimbursable plus 10% fee
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0005 Data Processing and Archiving Software License No charge
(3.2)
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0006 Software Installation Cost-reimbursable at MDA's standard Canadian
Government pricing rates
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0007 Software maintenance Cost-reimbursable at MDA's standard Canadian
Government pricing rates
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0008 Insurance Cost-reimbursable
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0009 Marketing Services (Sec. 5.1.2) Cost-reimbursable plus 10% fee, starting upon
the commencement of marketing activities in
accordance with Section 5.1 below.
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4.2. Audit Rights. ORBIMAGE shall have the right to audit on a
reasonable basis, from time to time (under a duty of confidentiality) MDA's
records for the purpose of confirming any amounts payable under this Section 4
and Section 5, by giving fifteen (15) days written notice to MDA. MDA shall
have the right to audit on a reasonable basis, from time to time (under a duty
of confidentiality) ORBIMAGE's records for the purpose of confirming any
amounts payable under CLIN 0003, by giving fifteen (15) days written notice to
ORBIMAGE. The audit shall be carried out by auditing party or its
representatives. The audited party shall make its records available to the
auditing party during normal business hours no later than thirty (30) days
after audited party's receipt of the auditing party's request. The auditing
party shall complete its audit within fifteen (15) days of obtaining access to
such records, and shall deliver its results to the other within thirty (30)
days of the completion of the audit. The costs of the audit shall be borne by
the auditing party unless it is determined that the audited party has
overcharged by more than five percent (5%), in which case the audited party
shall pay for the cost of the audit. Any amounts overpaid by either party
shall be credited against the other party's next payments owed hereunder. This
Section 4.2 shall survive for one (1) year following termination of this
Agreement.
4.3 Invoicing. MDA shall invoice ORBIMAGE for the milestones set
forth in Schedule 1.4, part 1 upon completion of each event and receipt of
payment from CSA. MDA shall invoice ORBIMAGE for all other deliverables under
this Agreement within ten (10) days of the end of each month. Except as
otherwise set forth in Schedule 1.4, ORBIMAGE shall pay invoices within ten
(10) days of receipt.
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4.4 Taxes. The Price does not include any federal, state,
provincial or local sales, use or excise taxes levied upon or measured by the
sale, the sales price, or the use of the items to be delivered or services
required to be performed hereunder. MDA shall list separately on its invoice
any such tax lawfully applicable to the items to be delivered or services
required to be performed hereunder and payable by ORBIMAGE. The Price shall
not, however, include any taxes on property owned by the Canadian Government,
or any Canadian, U.S. or foreign federal, state, provincial or local income
taxes imposed on MDA, which shall be the sole liability of MDA.
4.4.1 In cases where MDA and/or ORBIMAGE are wholly or
partially exempt from such taxes and duties or otherwise entitled to
relief by way of protest, refund claims, litigation or other
proceedings, MDA shall take all necessary steps to facilitate such
exemption or relief by:
(a) Using reasonable efforts to bring about the
exemption or relief before submitting the invoices to ORBIMAGE;
and
(b) Complying with all formalities necessary to
enable ORBIMAGE to claim reimbursement with respect to taxes that
have been paid. For this purpose, MDA shall comply with the
reasonable instructions given to it by ORBIMAGE and provide in due
time the information that ORBIMAGE reasonably requires.
4.4.2. If any such tax is determined to be legally due from
either MDA or ORBIMAGE, ORBIMAGE shall pay it separately. ORBIMAGE
shall pay, or reimburse MDA, for all reasonable out-of-pocket expenses
incurred in connection with the activities contemplated by Section
4.4.1.
4.4.4 Notwithstanding anything herein to the contrary, no
party shall be obligated to gross up any payments owed to the other
party to take into account amounts deducted or withheld for taxes,
contributions or otherwise.
4.5 Duty. All customs or import/export duties required by law
shall be paid by MDA.
SECTION 5 - DUTIES OF MDA
5.1. Appointment of MDA as Distributor. Subject to the terms and
conditions of this Agreement, ORBIMAGE hereby appoints and authorizes MDA to
act as its exclusive worldwide distributor of RADARSAT-2 Data, and MDA accepts
such appointment. In connection with such appointment, ORBIMAGE hereby grants
to MDA an exclusive, unrestricted worldwide license, (including the right to
sublicense ) to promote, market and sell RADARSAT-2 Data and Basic Products,
and a non-exclusive license to modify, sell and use RADARSAT-2 Data, and
value-added products. "Basic Products" are defined as data sets generated by
the RADARSAT-2 system and the following products produced from such data sets:
(i) system-corrected products (radiometrically and geometrically-corrected
satellite data using ephemeris data), (ii) precision-
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corrected products using external ground control data, and (iii) ortho imagery
using digital elevation models.
5.1.1 Marketing. The RADARSAT-2 marketing operations will
be performed by MDA or an affiliate of MDA established for the
purposes of marketing RADARSAT imagery and will be overseen by the
RADARSAT-2 VP of Marketing and Sales who shall be based in Richmond,
British Columbia. The RADARSAT-2 VP of Marketing and Sales shall be
responsible for coordinating between ORBIMAGE and MDA to develop all
marketing and sales policies, strategies (including but not limited to
strategies relating to value-added applications and opportunities),
targets, resources and budgets. All marketing and sales policies
(including subdistributorships), strategies, targets and resources and
budgets shall be approved and periodically monitored by ORBIMAGE.
ORBIMAGE and MDA shall promptly commence negotiations to develop
within the next six months a detailed marketing plan that is designed
to maximize RADARSAT-2 market penetration. The parties hereto
acknowledge and agree that pursuant to the license granted in Section
5.1 above, MDA has and other third parties shall have the right to
develop, at their expense, value-added products using RADARSAT-2 Data
and to resell such products in accordance with the terms of the
detailed marketing plan and strategies to be developed under this
Section 5.1.1, provided, however, that the terms governing resales of
such value-added products, including but not limited to, compensation
payable to ORBIMAGE in connection therewith, shall be negotiated by
ORBIMAGE and MDA with each other or with the other third party
reseller, as applicable, on a case-by-case basis, consistent with the
terms of the CSA Contract
5.1.2 Compensation. ORBIMAGE shall pay MDA for the
services provided under this Section 5.1 (CLIN 0010) on a
cost-reimbursable basis plus 10%. As part of the development of a
marketing strategy, ORBIMAGE and MDA will negotiate the proper
strategy with respect to the execution of RADARSAT-2 customer
contracts. To the extent that MDA enters in RADARSAT-2 data sales
agreements directly with RADARSAT-2 customers, MDA will remit or
assign 100% of the payments it receives for such sales to ORBIMAGE.
5.2. Regulatory Approvals. MDA shall use commercially reasonable
efforts to obtain and maintain all material licenses, consents, approvals or
authorizations of and declarations or filings ("Regulatory Licenses") with any
Canadian or United States governmental authority required to be obtained or
maintained by MDA in order to perform its obligations under this Agreement and
to permit the launch and operation of the RADARSAT-2 satellite including,
without limitation, allocation by the International Telecommunications Union or
the U.S. Federal Communications Commission of the appropriate frequencies
necessary to launch, operate and receive data from the RADARSAT-2 satellite as
contemplated by the CSA Contract. So long as the RADARSAT-2 satellite is
operational, as determined by ORBIMAGE, MDA shall not, without the express
written consent of ORBIMAGE, which in the case of clause (a) shall not be
unreasonably withheld, (a) amend, or modify, or (b) cancel or surrender, any of
said Regulatory Licenses if such action will have a material adverse effect on
ORBIMAGE's rights under this Agreement, and shall prior to the expiration of
any such Regulatory License extend or renew
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same. Each party covenants and agrees that if and to the extent any
modifications or amendments are reasonably requested by the other party with
respect to such Regulatory Licenses, they shall cooperate with each other in
connection therewith.
5.3. CSA Contract.
5.3.1 Generally. The parties hereto acknowledge and agree
that the terms and conditions of this Agreement, including all
licenses or sublicenses granted hereunder, are subject to all rights
of the CSA and MDA's obligations or rights pursuant to the CSA
Contract, which shall take precedent. Notwithstanding the foregoing,
any disputes between ORBIMAGE and MDA regarding the interpretation of
the CSA Contract and MDA's rights or obligations thereunder in the
context of this Agreement shall be considered a dispute subject to
Section 11 of this Agreement.
5.3.2. Maintenance of CSA Contract. MDA agrees to maintain
in full force and effect the CSA Contract and shall not, without the
express written consent of ORBIMAGE, assign the CSA Contract to any
person other than an affiliate of Orbital or MDA.
5.3.3 ORBIMAGE Review and Approval Rights. Whenever
practicable, MDA shall coordinate in advance with ORBIMAGE any
material changes to the CSA Contract that impact ORBIMAGE's rights
contemplated by this Agreement, including but not limited to the
RADARSAT-2 Mission Requirement Specifications, Product Specifications,
Concept of Operations, System Integration Verification and Test Plan
and Commissioning Plan, the Data Policy and Data Supply Agreements
that are part of the CSA Contract. ORBIMAGE and MDA shall negotiate in
good faith an equitable adjustment to the license fee set forth in
Section 1.4 above if MDA and CSA amends the CSA Contract without
ORBIMAGE's prior consent and such changes have a material adverse
impact on (a) ORBIMAGE's ability to receive RADARSAT-2 Data that
conforms with the specifications set forth in the RADARSAT-2 SOW
regarding capacity, resolution and appropriate image quality
parameters, or (b) the commercial viability of ORBIMAGE's RADARSAT-2
program. Failure to agree on an equitable adjustment shall be a
dispute settled in accordance with Section 11 below. Notwithstanding
anything herein to the contrary, under no circumstances shall MDA's
failure to obtain prior approval, review or concurrence of any items
requiring such actions in the RADARSAT-2 SOW constitute a default that
gives rise to termination rights under Section 7 of this Agreement.
5.3.4 Access to Data. If CSA's usage of the RADARSAT-2
satellite under the CSA Contract exceeds 10% of its imaging capacity
over a two-month period and such usage has a material adverse impact
on the commercial viability of the RADARSAT-2 program, then the
parties shall negotiate an equitable adjustment to the license fee set
forth in Section 1.4 above.
SECTION 6 - FUTURE RIGHTS
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MDA and Orbital each hereby agrees that to the extent either party
obtains unencumbered commercial distribution rights on any follow-on RADARSAT
project or any other synthetic aperture radar imaging satellite project prior
to June 30, 2003, MDA or Orbital (as appropriate) shall offer to ORBIMAGE the
exclusive right to be the commercial distributor of satellite imagery from such
project, subject to mutual agreement between the parties regarding
consideration and other material terms.
SECTION 7 - TERMINATION; LIMTATION OF LIABILITY
7.1. Termination by ORBIMAGE for Default. ORBIMAGE may terminate
this Agreement at any time after the occurrence of any of the following events
of default:
7.1.1 MDA fails to pay any amount due hereunder and such
failure shall remain uncured for a period of thirty (30) days after the due
date thereof.
7.1.2 MDA or Orbital breaches the representations and
warranties made under this Agreement.
7.1.3. MDA fails to observe or perform any of its other
material obligations hereunder and such failure shall remain uncured for a
period of sixty (60) days after receipt by MDA of written notice thereof.
Notwithstanding the foregoing, if the default is susceptible to cure but cannot
with due diligence be wholly cured within sixty (60) days following the notice
of default and the defaulting party has made diligent efforts to cure such
default within such period and thereafter diligently pursues the curing of such
default, no remedies shall be exercisable under this Agreement during the
period of such cure efforts.
7.1.4 The CSA Contract is terminated by CSA or MDA for any
reason.
7.2. Termination by MDA for Default or Convenience. MDA may
terminate this Agreement at any time after the occurrence of any of the
following events:
7.2.1. ORBIMAGE fails to pay any amount due hereunder and
such failure shall remain uncured for a period of thirty (30) days
after the due date thereof.
7.2.2 ORBIMAGE breaches the representations and warranties
made under this Agreement.
7.2.2. ORBIMAGE shall fail to observe or perform any of its
other material obligations hereunder and such failure shall remain
uncured for a period of sixty (60) days after receipt by ORBIMAGE of
written notice thereof. Notwithstanding the foregoing, if the default
is susceptible to cure but cannot with due diligence be wholly cured
within sixty (60) days following the notice of default and the
defaulting party has made diligent efforts to cure such default within
such period and thereafter diligently
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pursues the curing of such default, no remedies shall be exercisable
under this Agreement during the period of such cure efforts.
7.2.3 The CSA Contract is terminated by MDA or CSA for any
reason.
7.3. MDA Continuing Obligations to CSA. MDA acknowledges and agrees
that any and all costs and expenses or damages payable to CSA arising from or
in connection with a breach under the CSA Contract relating to the design,
development, construction and systems integration of the RADARSAT-2 system, and
not otherwise directly related to any action or inaction of ORBIMAGE, shall be
the obligation of MDA.
7.4. Automatic Termination. This Agreement shall automatically
terminate without any liability to any party if any of the following events
have not occurred by February 15, 1999
7.4.1 Approval of the transactions contemplated hereby by the
Boards of Directors of Orbital and ORBIMAGE.
7.4.2 Receipt of a fairness opinion from an independent
financial advisor as to the fairness of the transaction from a
financial point of view pursuant to that certain Indenture dated as of
February 25, 1998 between ORBIMAGE and Marine Midland Bank.
7.5. Damages; Remedies Upon Certain Defaults
7.5.1 Termination Relating to CSA Contract; Regulatory
Approvals. In the event this Agreement is terminated by either party
under Sections 7.1.4 or 7.2.3 above, or is terminated by ORBIMAGE
because of MDA's breach of Section 5.2, then the parties agree that
MDA's sole liability shall be to reimburse ORBIMAGE for an amount
equal to the lesser of (a) the aggregate amount paid in cash for the
license fee or (b) the undepreciated portion of the Initial Payment
that is included in the remaining book value of the License as it is
reported on ORBIMAGE's balance sheet, but in no event shall such
amount exceed $60 million.
7.5.2 MDA Liability for Failure to Procure Launch Vehicle
on Timely Basis. If a launch vehicle for the RADARSAT-2 satellite has
not been selected by December 31, 1999 and this Agreement has not
otherwise been terminated pursuant to Section 7.5.1 above, then
ORBIMAGE shall be relieved from making any further payments under
Section 1.4 until such time as a launch vehicle has been selected.
Furthermore, if a launch vehicle has not been selected by June 30,
2000, then ORBIMAGE shall also be entitled to a refund of 50% of the
License fee paid as of such date, and the total aggregate License fee
shall be adjusted downward accordingly.
7.5.3 ORBIMAGE Termination Liability. If MDA terminates
this Agreement for ORBIMAGE's default prior to the successful
commissioning (as specified in the RADARSAT-2 SOW) of the RADARSAT-2
system, then ORBIMAGE's liability to MDA shall be equal to the
difference between US$60 million and any amounts paid by ORBIMAGE to
date. If MDA terminates this Agreement for ORBIMAGE's default after
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the successful commissioning (as specified in the RADARSAT-2 SOW) of
the RADARSAT-2 system, ORBIMAGE's sole liability for damages shall be
limited to amounts owing for services and items delivered under
Section 3, and under no circumstances shall ORBIMAGE have any
liability to MDA to pay any additional amounts owed under Section 1.4
for the license fee (other than amounts accrued but not yet paid).
7.6. Termination of License and Data Purchase Obligation. Upon
termination of this Agreement, (a) the License shall terminate except with
respect to RADARSAT-2 Data received prior to such termination, in which case
the License shall continue but shall be non-exclusive and (b) MDA shall have no
further data purchase obligations under Section 2 above.
7.7. Limitation of Liability
7.7.1. Assumption of Risk; Limitation of Liabilities. Each
of the parties acknowledges and understands that (a) the RADARSAT-2
system is a new, untested system that entails a high degree of risk of
(i) delay in or cancellation of deployment and (ii) launch vehicle,
satellite and other equipment or software failure or impaired
performance, and there can be no assurance that the RADARSAT-2 system
will be an economically viable system even if successfully deployed,
or that the RADARSAT-2 system will be capable of performing in
accordance with the CSA Contract or delivering any data whatsoever.
Each party shall bear all responsibility, risk and cost associated
with developing and maintaining its respective business, and MDA shall
not be liable to ORBIMAGE or any of its agents or customers for costs
or damages caused by any schedule delays, launch failure, failure of
the RADARSAT-2 system or any component thereof, or defects or
inaccuracies in the RADARSAT-2 system or RADARSAT-2 Data.
7.7.2 Limitation of Direct Damages. Where either party has
terminated this Agreement for breach and except as otherwise
specifically set forth above, under no circumstances shall either
party be liable to the other for any damages greater than U.S. $10
million for any claim of any nature whatsoever arising under this
Agreement, whether such claim relates to the indemnification
provisions set forth in Section 8 below, or arises in connection with
either party's breach of contract, breach of express or implied
warranty, arising in tort, at law or in equity.
7.7.3 NO LIABILITY FOR CONSEQUENTIAL DAMAGES.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT
SHALL MDA, ORBITAL OR ORBIMAGE BE LIABLE TO EACH OTHER UNDER THIS
AGREEMENT FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES, EVEN IF SUCH PARTY HAD OR SHOULD HAVE HAD KNOWLEDGE OF THE
POSSIBILITY OF SUCH DAMAGES.
SECTION 8 - REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION
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8.1. MDA Representations and Warranties. MDA represents and
warrants that (a) it has full right and authority to enter into this Agreement
and to perform its obligations hereunder and that the performance of its
obligations hereunder does not contravene or constitute a default under any
applicable law, rule or regulation or any contract binding upon MDA, (b)this
Agreement is enforceable against MDA in accordance with its terms, (c) MDA
shall have all licenses, permits and other authorizations from any agency or
department of the Canadian government necessary for MDA to perform its
obligations under this Agreement, and to permit the construction and operation
of the RADARSAT-2 system under the CSA Contract, and (d) MDA's operation of the
RADARSAT-2 system under the CSA Contract and the provision of services
hereunder will not violate any Canadian copyright, trade secret, trademark,
patent rights or other intellectual property rights of any third party in
Canada, which MDA represents is the only jurisdiction in which services are to
be delivered by MDA under the CSA Contract.
8.2. Compliance with CSA Contract. MDA is in compliance with the
CSA Contract and is aware of no event that has occurred that would give rise to
a default under the CSA Contract.
8.3 MDA Indemnification. MDA agrees to indemnify and hold harmless
ORBIMAGE and its officers, directors, employees, agents and representatives
against all claims, demands or liabilities (including reasonable attorneys
fees) of (a) third parties arising out of or in connection with MDA's breach of
any representations, warranties, covenants or agreements contained herein and
(b) RADARSAT International Inc. ("RSI"), its directors, officers shareholder or
other affiliates relating to RSI's right of first refusal as provided for in
Article 18 of the CSA Contract. This indemnification obligation shall survive
the expiration or termination of this Agreement.
8.4. ORBIMAGE Representations and Warranties. ORBIMAGE represents
and warrants that it (a) has full right and authority to enter into this
Agreement and to perform its obligations hereunder and that the performance of
its obligations hereunder does not contravene or constitute a default under any
applicable law, rule or regulation or any contract binding upon ORBIMAGE, (c)
this Agreement is enforceable against ORBIMAGE in accordance with its terms,
(c) ORBIMAGE shall have all licenses, permits and other authorizations from any
United States or foreign government agency or department necessary for ORBIMAGE
to perform its obligations under this Agreement, and (c) ORBIMAGE's use of the
RADARSAT-2 Data shall not violate any United States copyright, trade secret,
trademark, patent rights or other intellectual property rights of any third
party.
8.5. ORBIMAGE Indemnification. ORBIMAGE agrees to indemnify and
hold harmless MDA and Orbital, and each of their officers, directors,
employees, agents and representatives against all claims, demands or
liabilities (including reasonable attorneys' fees) of third parties arising
from or in connection with ORBIMAGE's breach of any representations,
warranties, covenants or agreements contained herein. This indemnification
obligation shall survive the expiration or termination of this Agreement.
8.6. Orbital Representations and Warranties. Orbital represents
and warrants that it (a) has full right and authority to enter into this
Agreement and to perform its obligations hereunder and that the performance of
its obligations hereunder does not contravene or constitute a default
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under any applicable law, rule or regulation or any contract binding upon
Orbital and (b) this Agreement is enforceable against Orbital in accordance
with its terms.
SECTION 9 - DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
9.1 DISCLAIMER OF WARRANTIES. MDA AND ORBITAL HAVE NOT AND SHALL
NOT BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH
RESPECT TO THE RADARSAT-2 SATELLITE, THE RADARSAT-2 SYSTEM, THE RADARSAT-2
DATA, OR ANY SERVICES TO BE PROVIDED UNDER THIS AGREEMENT. MDA AND ORBITAL
EXPRESSLY DISCLAIM AND ORBIMAGE HEREBY EXPRESSLY WAIVES, RELEASES AND RENOUNCES
ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF MDA OR ORBITAL AND RIGHTS,
CLAIMS AND REMEDIES OF ORBIMAGE AGAINST MDA AND ORBITAL, EXPRESS OR IMPLIED,
ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY FAILURE, NONCONFORMANCE OR
DEFECT IN THE RADARSAT-2 SYSTEM, THE RADARSAT-2 DATA, OR ANY SERVICES TO BE
PROVIDED OR ITEMS TO BE DELIVERED UNDER THIS AGREEMENT, INCLUDING, BUT NOT
LIMITED TO: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE; (b) ANY IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (c) ANY WARRANTIES AS TO THE
ACCURACY, AVAILABILITY OR CONTENT OF THE RADARSAT-2 DATA OR ANY SERVICES
PROVIDED BY OR THROUGH ORBITAL UNDER THIS AGREEMENT; AND (iv) ANY OBLIGATION,
LIABILITY, RIGHT, CLAIM OR REMEDY UNDER ANY TORT, NEGLIGENCE, STRICT LIABILITY,
OR OTHER EQUITABLE THEORY. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT,
INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING CAPACITY OR SUITABILITY FOR
USE, THAT IS NOT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO BE A WARRANTY
BY MDA OR ORBITAL.
SECTION 10 - ORBITAL GUARANTEE
In order to induce ORBIMAGE to enter into this Agreement and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound, Orbital hereby unconditionally
and irrevocably guarantees (the "Guaranty") the full and timely performance of
MDA's obligations (including payment obligations) under this Agreement
(individually and collectively, the "Obligations"). Upon any default in the
Obligations, Orbital hereby agrees to immediately pay all amounts due to
ORBIMAGE on written demand by ORBIMAGE at the place and in the manner
specified. The Guaranty is absolute and is a guaranty of payment and not of
collection. Orbital waives all rights that it may have, if any, to require
that ORBIMAGE exhaust its remedies action against MDA in order to enforce the
Obligations. The Guarantee shall not be discharged except by the payment in
full of the Obligations. Orbital expressly waives notice of acceptance of the
Guaranty and waives diligence, presentment, demand, protest and notice of any
kind with respect to the Guaranty. Orbital agrees to pay to all of ORBIMAGE's
costs and expenses incurred by
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ORBIMAGE in connection with the enforcement of the Guaranty, including, without
limitation, reasonable attorneys' fees and expenses. No action which ORBIMAGE
may take or omit to take in connection with this Agreement or the Guaranty, nor
any course of dealings with MDA, Orbital or any other person shall release,
impair or affect this Guaranty or the Orbital's liability under the Guaranty,
or afford Orbital any recourse against ORBIMAGE.
SECTION 11 - DISPUTE RESOLUTION
11.1 The Presidents of ORBIMAGE, MDA and Orbital (or, for so long
as the President of Orbital is an executive officer of ORBIMAGE, then an
Executive Vice President designated by Orbital's President) shall negotiate in
good faith the resolution of any dispute arising under this Agreement. If the
parties are unable to resolve the dispute in forty-five (45) days, then any
controversy or claim in respect of this Agreement or the performance hereunder
by any party hereto shall be settled by final and binding arbitration
administered by the American Arbitration Association ("AAA") under its
Commercial Arbitration Rules. In the event that more than one claim or
controversy arises under this Agreement, such claims or controversies may be
consolidated in a single arbitral proceeding. Such arbitration shall take
place in Washington, D.C. before a panel of three (3) neutral arbitrators
selected pursuant to such Rules. The arbitrators' award shall include an
allocation of arbitration fees, expenses and compensation, and may include an
award to the prevailing party of its attorneys' fees, costs and expenses in
connection with the arbitration. A judgment on the award rendered by the
arbitrators may be entered in and enforced by any court having jurisdiction
thereof, each party hereby consenting to the jurisdiction of such court over it
and waiving, to the fullest extent permitted by law, any defense or objection
relating to in personam jurisdiction, subject matter jurisdiction, venue or
convenience of the forum. All matters arising in any action to enforce an
arbitral award shall be determined in accordance with the law and practice of
the forum court. The existence of any dispute between the parties, whether the
same is the subject of an arbitration proceeding or not, shall not relieve the
parties of their obligations under this Agreement.
SECTION 12 - ASSIGNMENT
Neither party shall assign its rights or obligations hereunder without
the prior written consent of the other party.
SECTION 13 - MISCELLANEOUS
13.1 All notices, requests and other communications to any party
hereunder shall be in writing (including any facsimile transmission or similar
writing), and shall be sent either by telecopy, by reputable overnight courier
or delivered in person addressed as follows:
(a) If to MDA, to it at:
00000 Xxxxxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxx Xxxxxxxx
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Canada V6V 2J3
Telecopy: (000) 000-0000
Attention: Xxxxxx X. Xxxxx
(b) If to Orbital, to it at:
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: General Counsel
(c) If to ORBIMAGE, to it at:
ORBITAL IMAGING CORPORATION
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxx, XX 00000
Telecopy: (000) 000-0000
Attention: Xxxxxxx X. Xxx
with a copy to General Counsel
or to such other persons or addresses as any party may designate by written
notice to any other. Each such notice, request or other communication shall be
effective (a) if given by telecopy, when such telecopy is transmitted and the
appropriate answerback is received, (b) if given by reputable overnight
courier, on one (1) business day after being delivered or (c) if given by any
other means, when received at the address specified in this Section.
13.2 This Agreement shall be binding upon the parties, their
successors and permitted assigns.
13.3 This Agreement and all attachments (which are hereby made part
of this Agreement) contain the entire understanding among MDA, ORBIMAGE and
Orbital and supersede all prior written and oral understandings relating to the
subject hereof. No representations, agreements, modifications or
understandings not contained herein shall be valid or effective unless agreed
to in writing and signed by both parties. Any modification or amendment of
this Agreement must be in writing and signed by all parties.
13.4 The construction, interpretation and performance of this
Agreement, as well as the legal relations of the parties arising hereunder,
shall be governed by and construed in accordance with the laws of the
Commonwealth of Virginia, without giving effect to the conflict or choice of
law provisions hereof. The parties consent to the personal jurisdiction of any
state or federal court located in Virginia in any action arising under this
Agreement and agree that actions arising under this Agreement may be brought in
such jurisdiction. The parties agrees that service of process may be made upon
each other in any such action in the same manner in which notice may be given
pursuant to this Agreement. No party may bring any action for a claim under
this Agreement later than one (1) year after the termination of this Agreement;
provided that claims
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under any provision of this Agreement that survives termination of this
Agreement may be brought within one (1) year of the later of the occurrence of
the event giving rise to the claim and actual knowledge thereof by the party
asserting such claim.
13.5 It is understood and agreed that no failure or delay by any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise thereof preclude any
other or further exercise thereof, or the exercise of any other right, power or
privilege hereunder. No waiver of any terms or conditions of this Agreement
shall be deemed to be a waiver of any subsequent breach of any term or
condition. All waivers must be in writing and signed by the party sought to be
bound.
13.6 If any part of this Agreement shall be held unenforceable, the
remainder of this Agreement will nevertheless remain in full force and effect,
unless such unenforceability impairs the fundamental purpose or expectations of
the parties hereto.
13.7 Headings in this Agreement are included for convenience of
reference only and shall not constitute a part of this Agreement for any other
purpose.
13.8 MDA, ORBIMAGE and Orbital are independent contractors to one
another, and with respect to this Agreement, no party has the authority to bind
any other in any way or to any third party, and nothing in this Agreement shall
be construed as granting any party the right or authority to act as a
representative, agent, employee or joint venturer of any other.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
XXXXXXXXX, XXXXXXXXX AND ASSOCIATES LTD.
By:
---------------------------------------------------
Name:
Title:
ORBITAL SCIENCES CORPORATION
By:
---------------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
ORBITAL IMAGING CORPORATION
By:
---------------------------------------------------
Name: Xxxxxxx X. Xxx
Title: President
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Schedule 1.4
Payment Terms
1. The payment terms for the US$60 million shall be as follows:
ORBIMAGE shall pay MDA within ten days after MDA has notified ORBIMAGE of its
receipt of a milestone payment from CSA or, if CSA is making progress payments
to MDA, then within ten days after MDA has notified ORBIMAEG of its receipt of
such progress payment. The amount paid by ORBIMAGE shall be equal to (z% times
$55 million), where z% equals the percentage of the particular CSA milestone or
progress payment to the total value of the CSA contract (currently
C$217,585,529), provided, however, that in no event will ORBIMAGE be obligated
to pay more than the annual amount set forth below in any given year.
Year Annual Amount Cumulative Amount
---- ------------- -----------------
1999 $15,000,000 $15,000,000
2000 $15,000,000 $30,000,000
2001 $15,000,000 $45,000,000
2002 $10,000,000 $55,000,000
ORBIMAGE will make a final payment of $5,000,000 upon the verification and
commissioning of the RADARSAT-2 system in accordance with the RADARSAT-2 SOW.
Commissioning will be deemed to have occurred when the RADARSAT-2 meets
acceptance criteria as set forth in the RADARSAT-2 SOW.
2. The payment terms for the C$217,585,529 shall be as follows:
Simultaneously with ORBIMAGE's receipt of payments under Section 2 - Data
Purchase.
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SCHEDULE 3
STATEMENT OF WORK
FOR
RADARSAT-2 MASTER AGREEMENT
between
ORBITAL IMAGING CORPORATION
(ORBIMAGE)
and
XXXXXXXXX, XXXXXXXXX & ASSOCIATES, LTD.
(MDA)
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TABLE OF CONTENTS
1.0 INTRODUCTION/SCOPE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 COMPLIANCE DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 REFERENCE DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.0 DESIGN, CONSTRUCTION, INTEGRATION,
TEST, AND DELIVERY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.1 ORBIMAGE PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.2 DESIGN REVIEWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3 RADARSAT-2 ON-ORBIT VERIFICATION & COMMISSIONING . . . . . . . . . . . . . . . . . 3
3.0 RADARSAT-2 OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.1 DATA ORDERING, PROCESSING AND DISTRIBUTION . . . . . . . . . . . . . . . . . . . . 4
3.2 OPERATIONS STATUS REPORTING . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.3 OPERATIONAL INSIGHT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4.0 PROGRAM MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.1 PROGRAM INSIGHT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.2 PROGRAM DOCUMENTATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
APPENDIX A
ORBIMAGE RADARSAT-2 CDRL . . . . . . . . . . . . . . . . . . . . . . . . . . . . X-0
00
00
1.0 INTRODUCTION/SCOPE
XxxXxxxxx, Xxxxxxxxx & Associates, Ltd. (MDA) was selected by the Canadian
Space Agency (CSA) to become the private sector partner for the RADARSAT-2
Program. As such, MDA and CSA agreed to jointly fund the RADARSAT-2 Program
and CSA has agreed that MDA will own and operate the RADARSAT-2 Spacecraft and
Mission Control assets and will deliver the Earth observation business on a
commercial basis in accordance with the RADARSAT-2 Master Agreement.
In a separate agreement between Orbital Imaging Corporation (ORBIMAGE) and MDA,
MDA has granted ORBIMAGE a license to promote, market, sell and use RADARSAT-2
data. This Statement of Work describes the work that MDA will execute in the
design, construction, fabrication, integration test, delivery, operation and
commercialization of the RADARSAT-2 System.
1.1 COMPLIANCE DOCUMENTS
The following documents are applicable to and are part of this Statement of
Work. Changes to these documents require the approval or concurrence (as
indicated) of ORBIMAGE. MDA retains design authority for the RADRSAT-2 System.
ORBIMAGE approval (or concurrence) shall not be unreasonably withheld and will
only be withheld if approval or concurrence would have a material impact to the
business of selling RADARSAT-2 data/products.
1.1.1 RADARSAT-2 Mission Requirements Specification, RN-DI-50-8804,
Issue 2/0: October 10, 1998.
1.1.2 RADARSAT-2 Product Specification, RN-RP-50-9786, latest issue
concurred by ORBIMAGE.
1.1.3RADARSAT-2 Operations Statement of Work, RN-CO-50-9914, latest
issue concurred by ORBIMAGE.
1.1.4 RADARSAT-2 Ordering, Processing and Distribution
Plan/Procedures latest issue approved by ORBIMAGE.
1.1.5 System Integration, Verification and Test Plan(s), latest
revision concurred by ORBIMAGE.
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1.1.6 RADARSAT-2 Commissioning Plan, latest issue concurred by
ORBIMAGE.
1.2 REFERENCE DOCUMENTS
The following documents are to be used as reference documents. Although
changes to these documents do not require ORBIMAGE approval, MDA shall be
required to notify ORBIMAGE of any changes which would (1) negatively impact
ORBIMAGE's ability to market and sell RADARSAT-2 products; (2) affect
ORBIMAGE's operations costs; or (3) negatively impact system capacity allocated
to ORBIMAGE.
1.2.1 RADARSAT-2 Master Agreement between MDA and CSA.
1.2.2 Schedule A-1, Statement of Work RN-CO-50-9739 for RADARSAT-2
Master Agreement between MDA and CSA dated December 1998,
including:
- Annex A - RADARSAT-2 Spacecraft Construction
Statement of Work.
- Annex B - RADARSAT-2 Ground Segment Statement of
Work.
1.2.3 Schedule D-1, RADARSAT-2 Data Policy for RADARSAT-2 Master
Agreement between MDA and CSA dated December 1998.
1.2.4 Schedule D-2, Data Supply Agreement for RADARSAT-2 Master
Agreement between MDA and CSA dated December 1998.
1.2.5 Schedule F-2, CSA/MDA Operations Agreement for RADARSAT-2
Master Agreement between MDA and CSA dated December 1998.
1.2.6 Schedule F-3, MOU between CSA and NRCan for RADARSAT-2 Master
Agreement between MDA and CSA dated December 1998.
1.2.7 Schedule G-1, IRB Requirement for RADARSAT-2 Master Agreement
between MDA and CSA dated December 1998.
1.2.8 System Specification for RADARSAT-2 System RN-SP-50-9806,
latest approved issue.
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1.2.9 RADARSAT-2 Space Segment Requirement Specification
RN-SP-50-9752, latest approved issue.
1.2.10 RADARSAT-2 Concept of Operations, RN-RP-50-9916
1.2.11 RADARSAT-2 Business Plan - contained in Part 1 of the
RADARSAT-2 Proposal (MDA proposal number 01-2249
submitted November 28, 1997). Annual updates to be
concurred by ORBIMAGE.
2.0 DESIGN, CONSTRUCTION, INTEGRATION, TEST, AND DELIVERY
MDA shall design, construct, integrate, test, deliver and commission the
RADARSAT-2 system in accordance with the CSA contract and the provisions of the
Statement of Work.
2.1 ORBIMAGE PARTICIPATION
During this phase of the program, MDA shall provide ORBIMAGE with insight to
the program and shall invite ORBIMAGE (and its consultants) to attend all
technical reviews.
2.2 DESIGN REVIEWS
As a minimum, the following reviews shall be conducted with the CSA and
ORBIMAGE will be invited to attend. Reviews will be held on dates agreed
between MDA and CSA.
2.2.1 Mission Requirements Design Review
2.2.2 Operations Concept Review
2.2.3 Preliminary Design Reviews
2.2.3.1 Spacecraft BUS PDR
2.2.3.2 Payload PDR
2.2.3.3 Ground Segment PDR
2.2.3.4 Mission Level PDR
2.2.4 Critical Design Reviews
2.2.4.1 Spacecraft BUS CDR
2.2.4.2 Payload CDR
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2.2.4.3 Ground Segment CDR
2.2.4.4 Mission Level CDR
2.2.5 Operations Planning Review
2.2.6 Test Readiness Review
2.2.7 Pre-Shipment Review
2.2.8 Operations Validation Review
2.2.9 Launch Readiness Review
2.2.10 System Commissioning Review
2.3 RADARSAT-2 ON-ORBIT VERIFICATION AND SYSTEM COMMISSIONING
MDA shall develop and implement the System Integration, Verification and Test
Plan as well as the System Commissioning Plan. The combined objective of these
plans are to establish the means by which MDA shall demonstrate compliance with
the Mission Requirements specification and readiness of the entire RADARSAT-2
System to begin commercial operations as required by the RADARSAT-2 Master
Agreement. These plans shall establish the acceptance criteria for the
RADARSAT-2 System.
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25
3.0 RADARSAT-2 OPERATIONS
MDA shall operate the RADARSAT-2 System in accordance with the CSA Contract,
Reference 1.2.2 above and the provision of this Statement of Work.
3.1 DATA ORDERING, PROCESSING AND DISTRIBUTION
In addition to the requirements of Reference 1.2.2, MDA shall develop and
implement a RADARSAT-2 Data Ordering, Processing and Distribution
Plan/Procedure. This plan shall be approved by ORBIMAGE and provide specific
details on how customers may order products, and how these products shall be
processed, distributed, archived, and billed. In addition, an ICD describing
the interface between the "distributors" (commercial and Government) and the
RADARSAT-2 Ground Segment shall be developed, implemented and tested.
3.2 OPERATIONS STATUS REPORTING
MDA shall provide ORBIMAGE with a daily operational status report via e-mail
summarizing the status of the RADARSAT-2 System and all outages which have
occurred over the past 24 hours.
3.3 OPERATIONAL INSIGHT
MDA shall provide ORBIMAGE full insight into on-orbit operations, anomalies,
and corrective actions planned. Details on anomalies shall be included in a
monthly operations report to be provided to ORBIMAGE. The monthly operations
report shall summarize the activities from the previous month and note any
significant operations and/or outages planned for the following month.
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4.0 PROGRAM MANAGEMENT
MDA shall provide the personnel and management (in accordance with the CSA
Contract, Reference 1.2.2, and the provision of this Statement of Work) to
execute all required tasks required by this Statement of Work.
4.1 PROGRAM INSIGHT
MDA shall support informal weekly teleconferences less than one hour in
duration with ORBIMAGE to discuss program progress and issues and shall support
up to one technical interchange per month (at MDA facility) as may be required.
In addition, MDA shall provide a program status briefing to ORBIMAGE on a
Quarterly basis either by inviting ORBIMAGE to attend the regular Quarterly
Review held with the CSA or by a separate meeting held by video conference
(expected duration approximately two hours).
4.2 PROGRAM DOCUMENTATION
Specific data to be delivered to ORBIMAGE is included in Appendix A to this SOW
(ORBIMAGE CDRL for RADARSAT-2). All documentation generated for the RADARSAT-2
Program shall be included on the Data Accession List. Documentation not
required to be delivered pursuant to Appendix A shall be made available (as
requested by ORBIMAGE) at MDA facilities.
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APPENDIX A
ORBIMAGE RADARSAT-2 CDRL
MDA shall provide two hard copies of all documents. In addition, soft copies
of documents requiring ORBIMAGE approval or concurrence shall be provided.
For documents not marked "Approve" or "Concur" MDA reserves the right to modify
the CDRL list by combining or eliminating documents if this facilitates the
execution of the development program.
NOTES:
For Approval/Concurrence* - such documents require formal approval or
concurrence in writing.
MDA retains design authority for the RADRSAT-2 System. ORBIMAGE approval (or
concurrence) shall not be unreasonably withheld and will only be withheld if
approval or concurrence would have a material impact to the business of selling
RADARSAT-2 data/products.
Documents listed below which are designated as "(existing document)" have been
produced prior to the agreement between ORBIMAGE and MDA. Through execution of
this agreement these documents are deemed to be accepted by ORBIMAGE.
For Review - documentation to be evaluated and comments sent for consideration.
MDA shall review the recommendations and advise if these will be implemented.
For Information - documentation of a routine nature to be sent to convey
information, facts or status. A formal response is not required but comments
may be provided.
*Concurrence means a bilateral consensus is needed by both MDA and ORBIMAGE.
28
CDRL TITLE SOW REFERENCE SUBMISSION APPROVAL/CONCURRENCE/
REVIEW/INFORMATION
BU-01 System Business Plan 3.0 Submitted with Information (existing document)
Draft RADARSAT-2 Proposal
BU-01 System Business Plan 3.0 ANNUALLY Concur
Update
IT-01 System Integration, 2.0 MPDR Concur
Verification and Test
Plan (Includes on
Orbit Checkout and
Calibration Plan)
IT-04 System Verification 2.0 30 Days After Review
Report Verification Event
OC-02 Concept of Operations 3.0 Operations Concept Information (existing document)
(First Release) Review
OC-02 Concept of Operations 3.0 As required Concur
(updates)
OC-03 Operations Segment 2.0 Operations Concept Information (existing document)
Specification (DRAFT) Review
OC-03 Operations Segment 2.0 Ground Segment PDR Information
Specification (FINAL)
OC-04 Operations Transition 3.0 15 months before launch Information
Plan
OC-06 Human Resources 4.0 Final Operations Information
Development Planning Review
(Training) Plan
OC-07 Exercise and 2.0 Final Operations Information
Rehearsals Plan Planning Review
OC-08 Launch and Early 2.0 Final Operations Information
Orbit Plan Planning Review
OC-09 Commissioning Plan 2.0 Final Operations Concur
Planning Review
OC-10 Mission Operations 3.0 Final Operations Information
Plan (DRAFT) Planning Review
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CDRL TITLE SOW REFERENCE SUBMISSION APPROVAL/CONCURRENCE/
REVIEW/INFORMATION
OC-10 Mission Operations 3.0 Ops Validation Review Information
Plan (FINAL)
OC-11 Data Policy (First 4.0 Incorporated into Master Information (existing document)
Release) Agreement between MDA
and CSA
OC-11 Data Policy (UPDATES) 4.0 As Required Concur
PM-01 Program Management 4.0 Submitted with Information (existing document)
Plan Initial RADARSAT-2 Proposal
PM-01 Program Management 4.0 Mission Requirements Information (existing document)
Plan Review (MRR)
PM-01 Program Management 4.0 As Required Information
Plan Update
PM-02 Monthly Program 4.0 Monthly Information
Status Reports
PM-04 Quarterly Program 4.0 Quarterly Information
Status Reviews
PM-05 Product Assurance 2.0 MRR + 4 Months Information (existing document)
Policy
SE-01 Mission Requirements 1.0 Submitted with Information (existing document)
Spec Initial RADARSAT-2 Proposal
SE-01 Mission Requirements 1.0 MRR + 2 Months Information (existing document)
Spec UPDATE
SE-01 Mission Requirements 1.0 MPDR Concur
Spec Final
SE-02 System Engineering 2.0 Submitted with Information (existing document)
Management Plan RADARSAT-2 Proposal
SE-02 System Engineering 2.0 SSRR Information
Management Plan
Update
SE-03 System Spec First 2.0 SSRR Information (existing document)
Issue
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CDRL TITLE SOW REFERENCE SUBMISSION APPROVAL/CONCURRENCE/
REVIEW/INFORMATION
SE-03 System Spec Update 2.0 MPDR Information
SE-04 System Budgets 2.0 MPDR Information
Document
SE-06 System Product Specs 1.0 SSRR Information (existing document)
Draft
SE-06 System Product Specs 1.0 MPDR Concur
Final
SE-08 System Design 2.0 MPDR Information
Document
OI-1 RADARSAT-2 Data 3.0 GS PDR Approval
Ordering, Processing
and Distribution
Plan/Procedure
(DRAFT)
OI-1 RADARSAT-2 Data 3.0 MCDR Approval
Ordering, Processing
and Distribution
Plan/Procedure
(FINAL)
OI-2 RADARSAT-2 3.0 Every 24 hours after Information
Operational Status commissioning (via
Report e-mail)
OI-3 RADARSAT-2 Monthly 3.0 Once per month after Information
Operations Report commissioning
OI-4 RADARSAT-2 3.0 MCDR Information
Distributor to Ground
Segment ICD
OI-5 Data Accession List 4.0 Quarterly Information
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-------------------------------------------------------------------------------------------------------------------------------
CDRL # DOCUMENT TITLE RELEASE SOW SUBMISSION APPROVAL/
REFERENCE REVIEW/
INFORMATION
SE SPACE SEGMENT SYSTEM ENGINEERING DOCUMENTS
-------------------------------------------------------------------------------------------------------------------------------
SS-SE-01 Space Segment Requirements Specification Draft 2.0 SSRR - 15 Days Information
(existing
document)
-------------------------------------------------------------------------------------------------------------------------------
SS-SE-01 Space Segment Requirements Specification Final 2.0 MPDR - 15 Days Information
-------------------------------------------------------------------------------------------------------------------------------
SS-SE-02 Space Segment Requirements Review Package 2.0 SSRR - 15 Days Information
(existing
document)
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
BU BUS MODULE DOCUMENTS
-------------------------------------------------------------------------------------------------------------------------------
SS-BU-01 Bus Module Requirements Review Package Review 2.0 Concept Review - 30 Information
Days (existing
document)
-------------------------------------------------------------------------------------------------------------------------------
SS-BU-02 Bus Module Preliminary Design Review Package Review 2.0 PDR - 15 Days Information
-------------------------------------------------------------------------------------------------------------------------------
SS-BU-03 Bus Module Critical Design Review Package Review 2.0 CDR - 15 Days Information
-------------------------------------------------------------------------------------------------------------------------------
SS-BU-04 Bus Module Test Readiness Review Package Review 2.0 TRR - 15 Days Information
-------------------------------------------------------------------------------------------------------------------------------
SS-BU-05 Bus Module Verification Reports Information
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
PL SAR PAYLOAD DOCUMENTS
-------------------------------------------------------------------------------------------------------------------------------
SS-PL-01 SAR Payload Requirements Review Package Review 2.0 Concept Review - 30 Information
Days (existing
document)
-------------------------------------------------------------------------------------------------------------------------------
SS-PL-02 SAR Payload Preliminary Design Review Package Review 2.0 PDR - 30 Days Information
-------------------------------------------------------------------------------------------------------------------------------
SS-PL-03 SAR Payload Critical Design Review Package Review 2.0 CDR - 30 Days Information
-------------------------------------------------------------------------------------------------------------------------------
SS-PL-04 SAR Payload Test Readiness Review Package Review 2.0 TRR - 30 Days Information
-------------------------------------------------------------------------------------------------------------------------------
SS-PL-05 SAR Payload Verification Reports Information
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
SC SPACECRAFT DOCUMENTS
-------------------------------------------------------------------------------------------------------------------------------
SS-SC-01 Spacecraft Pre-shipment Review Package Final 2.0 Pre-Shipment Review - Information
30 Days
-------------------------------------------------------------------------------------------------------------------------------
SS-SC-02 Spacecraft Launch Readiness Package Final 2.0 LRR - 30 Days Information
-------------------------------------------------------------------------------------------------------------------------------
SS-SC-03 System Commissioning Review Package Final 2.0 Launch - 30 Days Information
-------------------------------------------------------------------------------------------------------------------------------
SS-SC-04 Spacecraft Qualification Plan Draft SSRR - 15 Days Information
-------------------------------------------------------------------------------------------------------------------------------
SS-SC-04 Spacecraft Qualification Plan Final MPDR - 15 Days Information
-------------------------------------------------------------------------------------------------------------------------------
SS-SC-05 Spacecraft Specification Draft MPDR - 15 Days Information
-------------------------------------------------------------------------------------------------------------------------------
SS-SC-05 Spacecraft Specification Final MCDR - 15 Days Information
-------------------------------------------------------------------------------------------------------------------------------
SS-SC-06 Spacecraft Verification Requirements Draft SSRR - 15 Days Information
Specification
-------------------------------------------------------------------------------------------------------------------------------
SS-SC-06 Spacecraft Verification Requirements Final MPDR - 15 Days Information
Specification
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
IT INTEGRATION AND TEST DOCUMENTS
-------------------------------------------------------------------------------------------------------------------------------
SS-IT-01 Spacecraft Assembly, Integration and Test Plan Draft 2.0 Prelim I&T Plan Rev - Information
15 Days
-------------------------------------------------------------------------------------------------------------------------------
SS-IT-01 Spacecraft Assembly, Integration and Test Plan Final 2.0 MPDR - 15 Days Information
Update
-------------------------------------------------------------------------------------------------------------------------------
SS-IT-02 Spacecraft Verification Report Final 2.0 30 Days After Information
Completion of Test
-------------------------------------------------------------------------------------------------------------------------------
SS-IT-03 Spacecraft Test Data Review Packages One Per Phase Information
-------------------------------------------------------------------------------------------------------------------------------
31
32
-------------------------------------------------------------------------------------------------------------------------------
CDRL # DOCUMENT TITLE RELEASE SUBMISSION INFORMATION/REVIEW/
APPROVAL
-------------------------------------------------------------------------------------------------------------------------------
GS-SE GROUND SEGMENT UPGRADE SYSTEM
ENGINEERING DOCUMENTS
-------------------------------------------------------------------------------------------------------------------------------
GS-SE-01 Systems Engineering Management Final GSSDR Information
Plan
-------------------------------------------------------------------------------------------------------------------------------
GS-SE-02 Ground Segment Upgrade Final GSRR + 60 Days Information
Requirements Specification
-------------------------------------------------------------------------------------------------------------------------------
GS-SE-03 Ground Segment High Level Design Draft GSSDR - 15 Days Information
-------------------------------------------------------------------------------------------------------------------------------
GS-SE-03 Ground Segment High Level Design Final GSSDR + 60 Days Information
-------------------------------------------------------------------------------------------------------------------------------
GS-SE-04 Ground Segment Requirements Final GSSDR + 60 Days Information
Tractability Matrix
-------------------------------------------------------------------------------------------------------------------------------
GS-SE-06 Ground Segment Facility Upgrade Draft GSCDR - 15 Days Information
Plan
-------------------------------------------------------------------------------------------------------------------------------
GS-SE-06 Ground Segment Facility Upgrade Final GSCDR + 60 Days Information
Plan
-------------------------------------------------------------------------------------------------------------------------------
GS-SE-07 Ground Segment Logistics Support Final GSCDR + 60 Days Information
Plan
-------------------------------------------------------------------------------------------------------------------------------
GS-SE-08 Ground Segment Training Plan Final GSCDR + 60 Days Information
-------------------------------------------------------------------------------------------------------------------------------
GROUND SEGMENT UPGRADE SUB-PROJECTS
-------------------------------------------------------------------------------------------------------------------------------
ORDER HANDLING SYSTEM UPGRADE SUB-PROJECT
-------------------------------------------------------------------------------------------------------------------------------
GS-OH ORDER HANDLING SYSTEM DOCUMENTS
-------------------------------------------------------------------------------------------------------------------------------
GS-OH-01 Requirements Specification Final GSSDR * Information
-------------------------------------------------------------------------------------------------------------------------------
GS-OH-02 High Level Design Final GSPDR * Information
-------------------------------------------------------------------------------------------------------------------------------
GS-OH-03 ICD Upgrade Final GSSDR* Information
-------------------------------------------------------------------------------------------------------------------------------
GS-OH-04 User Document Upgrade Final GSCDR + 4 Months* Information
-------------------------------------------------------------------------------------------------------------------------------
ACQUISITION AND RECEPTION PLANNING SYSTEM UPGRADE
SUB-PROJECT
-------------------------------------------------------------------------------------------------------------------------------
GS-AP ACQUISITION AND RECEPTION
PLANNING SYSTEM DOCUMENTS
-------------------------------------------------------------------------------------------------------------------------------
GS-AP-01 Requirements Specification Final GSSDR * Information
-------------------------------------------------------------------------------------------------------------------------------
GS-AP-02 High Level Design Final GSPDR * Information
-------------------------------------------------------------------------------------------------------------------------------
32
33
-------------------------------------------------------------------------------------------------------------------------------
CDRL # DOCUMENT TITLE RELEASE SUBMISSION INFORMATION/REVIEW/
APPROVAL
-------------------------------------------------------------------------------------------------------------------------------
IMAGE QUALITY CONTROL SYSTEM UPGRADE
SUB-PROJECT
-------------------------------------------------------------------------------------------------------------------------------
GS-IQ IMAGE QUALITY CONTROL SYSTEM
DOCUMENTS
-------------------------------------------------------------------------------------------------------------------------------
GS-IQ-01 Requirements Specification Final GSSDR * Information
-------------------------------------------------------------------------------------------------------------------------------
GS-IQ-02 High Level Design Final GSPDR * Information
-------------------------------------------------------------------------------------------------------------------------------
GS-IQ-03 ICD Upgrade Final GSSDR* Information
-------------------------------------------------------------------------------------------------------------------------------
GS-IQ-04 User Document Upgrade Final GSCDR + 4 Mos.* Information
-------------------------------------------------------------------------------------------------------------------------------
MISSION CONTROL FACILITY UPGRADE SUB-PROJECT
-------------------------------------------------------------------------------------------------------------------------------
GS-MC MCF UPGRADE DOCUMENTS
-------------------------------------------------------------------------------------------------------------------------------
GS-MC-01 Requirements Specification Final GSSDR * Information
-------------------------------------------------------------------------------------------------------------------------------
GS-MC-02 High Level Design Final GSPDR * Information
-------------------------------------------------------------------------------------------------------------------------------
GS-MC-04 User Document Upgrade Final GSCDR + 4 Months* Information
-------------------------------------------------------------------------------------------------------------------------------
RADARSAT-2 SIMULATOR SUB-PROJECT
-------------------------------------------------------------------------------------------------------------------------------
XX-XX RADARSAT-2 SIMULATOR DOCUMENTS
-------------------------------------------------------------------------------------------------------------------------------
XX-XX-01 Requirements Specification Final GSSDR * Information
-------------------------------------------------------------------------------------------------------------------------------
XX-XX-02 High Level Design Final GSPDR * Information
-------------------------------------------------------------------------------------------------------------------------------
XX-XX-04 User Document Upgrade (First Final GSCDR + 4 Months* Information
Draft)
-------------------------------------------------------------------------------------------------------------------------------
TRACKING, TELEMETRY AND COMMAND STATION UPGRADE
SUB-PROJECT
-------------------------------------------------------------------------------------------------------------------------------
GS-IT TTCS UPGRADE DOCUMENTS
-------------------------------------------------------------------------------------------------------------------------------
GS-IT-01 Requirements Specification Final GSPDR* Information
-------------------------------------------------------------------------------------------------------------------------------
GS-TT-02 High Level Design Final GSPDR * Information
-------------------------------------------------------------------------------------------------------------------------------
CANADIAN DATA PROCESSING FACILITY UPGRADE
SUB-PROJECT
-------------------------------------------------------------------------------------------------------------------------------
GS-CD CDPF UPGRADE DOCUMENTS
-------------------------------------------------------------------------------------------------------------------------------
GS-CD-01 Requirements Specification Final GSSDR * Information
-------------------------------------------------------------------------------------------------------------------------------
GS-CD-02 High Level Design Final GSPDR * Information
-------------------------------------------------------------------------------------------------------------------------------
GS-CD-03 ICD Upgrade Final GSSDR* Information
-------------------------------------------------------------------------------------------------------------------------------
GS-CD-04 User Document Upgrade Final GSCDR + 4 Months* Information
-------------------------------------------------------------------------------------------------------------------------------
33
34
-------------------------------------------------------------------------------------------------------------------------------
CDRL # DOCUMENT TITLE RELEASE SUBMISSION INFORMATION/
REVIEW/
APPROVAL
-------------------------------------------------------------------------------------------------------------------------------
RECEPTION AND ARCHIVING SYSTEM UPGRADE SUB-PROJECT
(CCRS)
-------------------------------------------------------------------------------------------------------------------------------
GS-AR RECEPTION AND ARCHIVING
DOCUMENTS
-------------------------------------------------------------------------------------------------------------------------------
GS-AR-01 Requirements Specification Final GSSDR * Information
-------------------------------------------------------------------------------------------------------------------------------
GS-AR-02 ICD Upgrade Final GSSDR* Information
-------------------------------------------------------------------------------------------------------------------------------
CATALOG SYSTEM UPGRADE SUB-PROJECT (CCRS)
-------------------------------------------------------------------------------------------------------------------------------
GS-CT CATALOG UPGRADE DOCUMENTS
-------------------------------------------------------------------------------------------------------------------------------
GS-CT-01 Requirements Specification Final GSSDR * Information
-------------------------------------------------------------------------------------------------------------------------------
GS-CT-02 ICD Upgrade Final GSSDR* Information
-------------------------------------------------------------------------------------------------------------------------------
GROUND SEGMENT INTEGRATION AND TEST
-------------------------------------------------------------------------------------------------------------------------------
GS-IT INTEGRATION AND TEST DOCUMENTS
-------------------------------------------------------------------------------------------------------------------------------
GS-IT-01 Integration, Verification and Draft GSCDR - 15 Days Information
Test Plan
-------------------------------------------------------------------------------------------------------------------------------
GS-IT-01 Integration, Verification and Final GSCDR + 60 Days Information
Test Plan
-------------------------------------------------------------------------------------------------------------------------------
GS-IT-02 Integration, Verification and Final 30 Days After Information
Test Report Completion of Test
-------------------------------------------------------------------------------------------------------------------------------
*These dates are approximate only and will be refined once development
schedules for the systems are finalized.
34
