1
CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80 (b)(4), 200.83
AND 230.406 * INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST THAT IS FILED SEPARATELY WITH THE COMMISSION
EXHIBIT 10.24
[Photo Foreign Currency]
India
Ten Rupees
SUPPLY & SERVICES CONTRACT FOR SCPC/DAMA VSAT NETWORK
This contract is made on this Second day of June, 1996, by and between HCL
COMNET SYSTEMS AND SERVICES LIMITED, a company registered under the Companies
Xxx, 0000, having its Registered office at 000-000, Xxxxxxxxx, 00 Xxxxx Xxxxx,
Xxx Xxxxx, XXXXX, hereinafter called CUSTOMER and VIASAT INC., a California
Corporation, located 0000, Xxxxxx Xxxxx, Xxxxxxxx, XX 00000-0000 herein after
called as CONTRACTOR (both Parties to mean their successors and assigns
wherever the context so permits)
AND WHEREAS, the Customer intends to establish, maintain, operate and sell SCPC
DAMA VSAT Communication services based on the equipment to be supplied by the
Contractor which shall comply technically with the revision of the DOT
specifications included herein;
AND WHEREAS, the Customer intends to market and provide domestic SCPC DAMA VSAT
communications services and equipment to various customers (hereinafter called
"USERS") in whole territory of India and territory as defined in International
Distributor Agreement;
AND WHEREAS, the Customer wishes to purchase a SCPC DAMA VSAT DAMA Network
(hereinafter referred to as "DAMA" Network 1") from the Contractor and the
Contractor agrees to supply, erect and commission the DAMA Network 1 and
perform all obligations as per the terms contained hereunder;
AND WHEREAS, the Customer wishes to purchase additional SCPC DAMA VSAT Networks
or parts thereof;
AND WHEREAS, the Customer wishes at his option to manufacture SCPC DAMA VSAT
equipment in India and the Contractor agrees to provide the necessary
manufacturing technology know-how at terms and costs to be defined in a
separate agreement, to the Customer;
1 of 31
2
NOW, THEREFORE, the Parties hereto agree as follows:
01.0 DEFINITIONS
In the Contract, unless the context otherwise requires, the following
definitions shall apply:
"ACCEPTED" shall mean that Products have been accepted in accordance
with the provisions of Article 05.0.
"ACCEPTANCE TESTS" shall mean the tests and test procedures of the
DAMA Network 1, Loaner System, Equipment and Software as specified
in Article 05.0.
"ACCEPTANCE DATE" shall be, in relation to any part of the DAMA
Network 1, Equipment and Software, the date when the DAMA Network 1,
Equipment and Software is Accepted by the Customer.
"CONTRACT" shall mean this agreement between the Customer and the
Contractor encompassing all the terms, Schedules and all attachments
hereto, and any subsequent amendments thereof.
"CONTRACT PRICE" shall mean the sum or sums so mentioned in Article 8
and includes any additions thereto or deductions therefrom agreed in
writing subsequently by both the Parties under this Contract.
"DELIVERABLE AND SUPPLIES" shall mean and include all Equipment,
Software, documentation, Services and all such items to be supplied to
Customer under this Contract.
"DAMA NETWORK 1" means SCPC DAMA VSAT Network as defined in Schedule A.
"DAMA NETWORK 1 DESIGN" shall mean a detailed description of the
specifications, facilities and functions of the DAMA Network 1
including network configuration and performance parameters all of which
is contained in Schedules A, C and E.
"DUTIES AND TAXES" shall mean any and all currently applicable or
hereinafter imposed duties, taxes, levies, fees and any other charges
that are or may be
2 of 31
3
imposed by any local, state, national, public or quasi-public
government entity of India or any local, state, national, public
or quasi-public government entity of the United States of America
or any other country.
"EFFECTIVE DATE" shall mean the date on which this Contract is signed
by both Parties.
"EQUIPMENT" shall include, as defined in Exhibit A to Schedule G, Aurora
Network Terminals (NT), Network Control Terminals (NCT), Network Control
Computer (NCC), documentation, spares and all other materials to be
provided by the Contractor under this Contract. The "Equipment" includes
associated imbedded software.
"HUB STATION" or "HUB" shall mean the central transmitting and
receiving facility of the Network. Hub includes NCT and Network Control
Software (NCS).
"IMPLEMENTATION PLAN" shall mean the timetable of events and sequence
of activities that will be necessary to realize the successful
completion of the DAMA Network 1 as set out in the Contract as
Schedule B with the start date being the Effective Date of the Contract.
"INTEGRATION" unless otherwise specified herein applies to the DAMA
Network 1 in accordance with Schedule E.
"OPERATING MANUALS" shall mean the documentation and operating manuals
to be provided by the Contractor in accordance with Schedule E.
"SERVICES" shall include project management, consultation, training,
installation of hub and VSAT, integration, acceptance testing,
commissioning onsite/remote maintenance, onsite/remote operations
support and all other services to be provided to the Customer as
defined in Schedules E and Exhibit A of Schedule G.
"SITE(S)" shall mean the place or places in which the Hub or Equipment
are to be installed.
"SUB-CONTRACTOR" shall mean any person to whom any part of the
Contract has been sub-contracted by the Contractor and their legal
representatives, successors and permitted assigns of such person.
"SOFTWARE" shall include all licensed software as defined in accordance
with Schedule F.
3 of 31
4
"TRAINING" shall mean the classroom and hands-on training offered by
the Contractor in accordance with Exhibit A to Schedule G.
02.0 OBJECT OF THE CONTRACT:
02.1 The Contractor shall:
(a) supply a DAMA Network 1 as per the Customer requirement defined in
Network Design (Schedule A) and install, erect, commission,
integrate and test the same all in accordance with the ATP
(Schedule C); and
(b) supply Equipment and Software for subsequent orders; and
(c) provide all Deliverables and Supplies as defined in this Contract.
02.2 Further, as part of this Contract, the Parties shall enter into the
following agreements;
(i) International Distributor Agreement (as per Schedule G)
02.3 Manufacturing Technology Transfer Agreement: this would be mutually
agreed upon between the parties at a subsequent date and would be
incorporated as a schedule to the Supply and Services Contract. The
Customer is however, granted the first exclusive right to manufacture
this product in the Territory. However, if the Parties fail to come
to an agreement neither party shall have any obligation or liability.
03.0 OBLIGATIONS OF THE CONTRACTOR
03.1 LOANER AND DAMA NETWORK 1 ORDER
03.1.1 Contractor shall ship a loaner system to Customer free of charge with
freight and insurance pre-paid on a date to be agreed upon between the
Parties. The loaner is defined in Schedule A hereto and shall be
secured by a stand-by letter of credit. Upon completion of installation
by Contractor or within ninety (90) days of receipt of the loaner
system, whichever occurs first, Customer shall perform an ATP in
accordance with Schedule C hereto. If the system passes the ATP, the
Customer has the option to either 1) place a Purchase Order for a DAMA
Network 1 and return the loaner system to the Contractor, or 2) place
Purchase Order(s) for the Loaner System and additional Equipment
necessary to convert the loaner system into a DAMA Network 1. Prices for
the DAMA
4 of 31
5
Network 1 are contained in Exhibit A to Schedule G hereto. Customer
shall have responsibility to take delivery of the loaner and
additional Equipment at the designated ports in India.
03.1.2 In the event the loaner system does not pass the ATP, the Customer may
return the loaner system to Contractor and have no further
obligations under this Contract.
03.2 DAMA NETWORK 1
The Contractor shall supply, erect, install, test the DAMA Network 1
and provide all deliverables and supplies as per the Terms and
Conditions and Schedules of this Contract.
03.2.1 DAMA NETWORK 1 PERFORMANCE
3.2.1.1 The Contractor shall be responsible for the overall network
performance of the DAMA Network 1 purchased by the Customer and all
the obligations specified in this Contract.
03.2.1.2 The overall performance of the DAMA Network 1 for which the Contractor
is responsible is comprised inter alia of the following elements:
- Overall network design including configuration (as defined in
Schedule A).
- Network availability/reliability (based on performance of
Contractor's equipment and software).
- Network integrity (bit error rate, throughput)
- End to end connectivity and integration (subject to acceptable
protocols being used)
03.2.1.3 All the performance criteria, facilities and functions of the DAMA
Network 1 will be specified in Schedules A, C E, and N.
03.2.1.4 The Contractor's obligations for DAMA Network 1 performance (specified
herein) shall be fully and completely satisfied upon passing the ATP
(Schedule C). After acceptance by the Customer the DAMA Network 1
shall be subject to the warranty described in paragraph 06.1, Article
06.0.
03.2.1.5 The Operating Manuals and Training Plan shall provide adequate
instruction to enable the Customer to make full and proper use of the
Equipment.
03.2.1.6 From time to time the Contractor may offer and Customer may elect to
purchase new releases of Contractor's products.
5 of 31
6
03.2.2 DAMA NETWORK 1 ACCEPTANCE
The DAMA Network 1 shall be accepted in accordance with paragraph
05.1 of Article 05.0. Contractor shall not be required to accept
orders for additional Equipment until the DAMA Network 1 has been
accepted.
03.2.3 CUSTOMER SOURCED ITEMS
03.2.3.1 The Customer shall procure the RF equipment, and IFL cables as per
the specifications of the Contractor contained in Schedule L.
03.2.3.2 The Customer shall also be responsible for providing the antenna
from Prodelin, specifications to be supplied by Contractor.
03.2.3.3 For the DAMA Network 1, the Contractor shall be responsible for
performance of the DAMA Network 1 as defined in paragraph 03.2.1
herein including all Contractor approved sourced items listed in
paragraph 03.2.3.1, provided that Customer purchased Equipment
are strictly compliant with the specifications of Schedule L.
03.2.3.4 For subsequent purchases, the Contractor shall be responsible for
performance of the Contractor supplied Equipment and its proper
operation along with Customer purchased Equipment as provided in
Article 04.0, provided that Customer purchased Equipment is strictly
compliant with Contractor's appropriate recommendations in regard to
these purchases and is purchased from Contractor approved sources.
03.3 ADDITIONAL FEATURES
03.3.1 The current contractual feature set of the Software is known as
Release 1 and is defined in Exhibit A to Schedule G. Contractor
has identified three (3) new Software Releases that include
progressively more features that it may, at its option, offer for
sale in the future. The Releases are known as Release 2, Release 3,
and Release 4 and are defined in Exhibit A to the Schedule G. Each
Software Release contains all the features of the prior Release(s)
and incorporates new features. Within thirty (30) days of the
Effective Date of the Contract the Parties will mutually agree upon
Software specifications and acceptance test procedures for Releases
2 through 4. At this point neither the Customer or the Contractor
will be contractually obligated to purchase or sell the new Releases.
6 of 31
7
03.3.2 The Contractor is not contractually committed to provide a software
Release beyond Release 1. The Contractor will not be contractually
obligated to provide a Software Release beyond Release 1 until such
time as Contractor has accepted in writing a purchase order
containing said Release. In the event the Contractor has accepted
a purchase order for a Release from any other customer, Contractor
shall accept an order for the said Release and ship the said Release
to Customer within seven(7) days of shipping to any other customer.
The Releases, if incorporated into the Contract, will be sold in the
form of a software kit. Priced features are indicated separately in
Exhibit A to Schedule G.
03.3.3 The prices and conditions relating thereto for the Releases 2 through
4 are detailed in Exhibit A to Schedule G.
03.3.4 Acceptance testing for first purchased copies of Releases 2 through
4 will be done utilizing the DAMA Network 1 in accordance with
paragraph 05.2 of Article 05.0. The Customer will be responsible for
procuring any additional Equipment required to be added to the DAMA
Network 1 to complete the Acceptance Tests. Contractors
responsibilities for first purchased copies (limited to DAMA Network
1) of Releases 2 through 4 shall be as per Article 3.2.1.
03.3.5 Contractor will not be obligated to accept purchase orders for
additional upgrade kits or new Equipment containing a new Release
until the Customer has Accepted the first set with each new Release.
03.4 ADDITIONAL EQUIPMENT
Subject to the conditions contained in this Contract and the
Schedule G International Distributorship Agreement, the Contractor
will accept purchase orders for Equipment specified in Exhibit A to
Schedule G.
03.5 GENERAL
03.5.1 COMPLIANCE WITH DOT LICENSE
The Contractor shall comply with the mandatory function requirements
as defined in the Schedule N draft DOT License with exceptions as
noted therein.
03.5.2 INTENTIONALLY LEFT BLANK.
7 of 31
8
03.5.3 EXPORT
The Contractor shall be responsible for complying with any of the
United States Government applicable foreign export regulations and
obtaining the necessary export licenses.
04.0 OBLIGATIONS OF THE CUSTOMER
04.1 The Customer shall obtain, at his expense, at proper times, all
permits and approvals from the Government of India, including proper
import papers, and the local Indian authorities as necessary for the
performance of the Contract. The Customer shall comply with all such
permits and approvals including without limitation the DOT license.
04.2 The Customer shall make available the Site(s) and grant the
Contractor free and uninterrupted access thereto to carry out his
obligations under this Contract.
04.3 The Customer shall provide at his expense information, services,
works, materials, utilities, personnel, etc., as specified by the
Contractor as per Schedules E and L.
04.4 The Customer shall at his own expense take delivery of the purchased
Equipment and Supplies from the Contractor facilities in Carlsbad,
California, except as otherwise provided in this Contract.
04.5 The Customer shall strictly comply with the specifications and
prescriptions given by the Contractor as per Schedule L.
04.6 Export
04.6.1 The Customer agrees that it will not export or re-export directly,
indirectly, DAMA Network 1, Equipment, Software or technical data
provided hereunder, in any form including, but not limited to
written, printed, verbal, telephonic, fax or electronic
communication, to the countries listed below which export is
restricted by United States law or regulations without the prior
written consent, if required, of appropriate United States
governmental agencies including in the Office of Export
Administration, Department of Commerce; North Korea, Cuba and Libya.
This list may be adjusted by the Contractor from time to time as may
be required by United States law and shall be provided to the
Customer accordingly.
8 of 31
9
04.6.2 The DAM Network 1, Equipment and Software provided under this
Contract shall not be used either directly or indirectly in any
nuclear activity nor the design, development, production,
stockpiling, transportation or use of nuclear, biological or
chemical weapons without the prior written authorization from the
United States government and the Contractor. This Contract is
conditioned upon the obtaining and the continuing validity of all
necessary United States governmental approvals including but not
limited to export licenses and no transaction shall be required
by the Contractor hereunder without such approvals.
04.6.3 The Customer shall comply with and be solely responsible for
compliance with all laws, regulations and requirements of the
United States Government with respect to the re-export of the DAMA
Network 1, Equipment and Software or data pertaining thereto such
documentation and assurances as are required from time to time to
comply herewith. The Contractor shall be responsible for advising the
Customer of such applicable laws and regulations and subsequent
changes thereto during the course of this Contract.
05.0 ACCEPTANCE TEST PROCEDURE
05.1 DAMA Network 1 System Acceptance
05.1.1 Prior to shipment of the loaner system and DAMA Network 1 (or
additional Equipment if the Customer chooses to convert the loaner
system into the DAMA Network 1), the Contractor shall perform a
Factory Acceptance Test (FAT) at its facilities. Two copies of the FAT
document shall be provided to the Customer. The Contractor shall give
the Customer at least fifteen (15) days prior written notice (or such
shorter notice as may be agreed by the Parties) of the date (the
"Testing Date") on which the Contractor shall be ready to commence the
FAT. On the Testing Date, the Customer may observe the FAT with
authorized representatives of the Contractor. In the event the
Customer, having received notice from the Contractor in a timely
manner fails to attend the FAT, the Contractor will complete the FAT
and include written results with the shipped Equipment. Shipment shall
not be made until the FAT is successfully completed.
05.1.2 Unless the Parties agree in writing to an extension of time, the
Customer has one hundred-five (105) days from the date of shipment or
ninety (90) days from the time the DAMA Network 1 (or the last
shipment of additional Equipment if the Customer chooses to convert
the loaner system into the DAMA Network 1) clears customs in the port
of entry in India, whichever is earliest, to either accept or reject
the DAMA Network 1 in accordance with the provisions below.
9 of 31
10
05.1.3 Upon completion of installation of the DAMA Network 1, but in no event
later than the time period specified in paragraph 05.1.2 herein, an
Acceptance Test Procedure (ATP) shall be performed in accordance with
Schedule C of this Contract. The Contractor shall be responsible for
conducting the ATP and Customer representative shall attend the
Acceptance Tests.
05.1.4 In the event that the DAMA Network 1 does not pass the ATP within the
time period specified in paragraph 05.1.2 herein, the Customer may
return the DAMA Network 1 to the Contractor and receive a full refund of
all money paid to date for the DAMA Network 1. In this event, the
Customer shall have no further obligation to the Contractor under this
Contract or the Schedule G International Distributorship Agreement and
this Contract shall automatically terminate without further obligation
or liability on the part of either Party to the other except for any
surviving obligations as provided in Article 22.1.5.
05.1.5 Acceptance of the DAMA Network 1 shall occur upon successful completion
of the ATP to be conducted in accordance with the provisions of Schedule
C hereto. Customer shall promptly, but in no event later than 5 days
from date of Acceptance, provide Contractor with a certificate of
Acceptance containing the provisions stated in Scheduled T3. Contractor
shall not be required to accept orders for additional Equipment until
the DAMA Network 1 has been accepted.
05.2 SCPC DAMA VSAT EQUIPMENT ACCEPTANCE WITH RELEASES 2, 3 AND 4
05.2.1 An ATP for Releases 2, 3 and 4 shall be agreed upon between the Parties
within sixty (60) days after Effective Date of this Contract. In the
event the ATP is not agreed upon within this time frame, then the
availability date, as specified in Exhibit A to Schedule G shall be
adjusted accordingly on a day to day basis.
05.2.2 For Releases 2, 3 and 4 that have become a contractual obligation
through the written acceptance of a Purchase Order by the Contractor,
the first set of 5 VSATs belonging to DAMA NETWORK 1 will be tested with
the Offered Release Kit o. The Contractor will not be obligated to
accept orders for additional Release upgrade kits or Equipment
containing the Release until the first set is accepted.
05.2.3 The Contractor shall perform a FAT prior to first shipment of a Release
upgrade kit and on all additional Equipment with Release 2, 3 or 4
Software. For the first Release upgrade kit or first set of Equipment
utilizing the new Release the Contractor shall give the Customer the
same observation rights as specified in paragraph 05.1.1 herein.
05.2.4 Upon the installation of the first Release upgrade kit into DAMA Network
1, but in no event later than the time period specified in paragraph
05.2.4 herein, an Acceptance Test Procedure (ATP) shall be performed in
accordance with the
10 of 31
11
agreed to Acceptance Test Procedure. The Contractor shall be
responsible for conduction of the ATP and the Customers shall
attend the Acceptance tests.
05.2.5 Acceptance for the first Release upgrade units for each new
Release shall occur upon reaching one of the following events,
whichever occurs first:
1. Successful completion of the ATP to be conducted by the
Contractor in accordance with the provisions of the mutually
agreed to ATP under paragraph 05.2.1 hereto; or
2. Thirty days (30) from the completion of the ATP, without
rejection of the shipped Equipment by the Customer. Upon
rejection, Customer shall promptly return the Equipment to
Contractor.
05.2.6 For additional upgrade units and additional Equipment with new
Release, Acceptance shall occur upon reaching one of the
following events, whichever is earliest: seventy-five (75) days
from the date of shipment or sixty (60) days from the time the
Release upgrade kit or Equipment containing the new Release
clears customs in the port of entry in India, whichever is
earliest, to either accept or reject the Release upgrade kit
or Equipment containing the new release.
05.2.7 In the event the Release upgrade or Equipment does not pass the
ATP, the Customer may return the Release upgrade or Equipment
to the Contractor for either a full refund of the money paid
against the failed Equipment or a replacement unit. Replacement
units shall be subject to the same acceptance criteria as
specified herein.
05.3 SCPC DAMA VSAT Terminals
05.3.1 An ATP for SCPC DAMA VSAT Terminals shall be agreed upon between
the Parties within thirty (30) days after Effective Date of
this Contract.
05.3.2 The Contractor shall perform an FAT prior to shipment on all
other such Equipment and give the Customer the same observation
rights as specified in paragraph 05.1.1 herein. ATP as agreed
to in accordance with paragraph 05.3.1 shall be performed at
the Customer's discretion, on such Equipment.
05.3.3 Acceptance shall occur upon reaching one of the following
events, whichever occurs first:
1. Successful completion of the ATP as agreed in accordance
with paragraph 05.3.1; or
11 of 31
12
2. Seventy-five (75) days from the date of shipment or sixty (60) days
from the time the shipment clears customs in the port of entry in
India, whichever is earliest, without rejection of the shipped
Equipment by the Customer. Upon rejection, Customer shall promptly
return the Equipment to Contractor.
Customer shall promptly, but in no event later than 5 days from date
of Acceptance, provide Contractor with a certificate of Acceptance
containing the provisions stated in Scheduled T3
05.3.4 In the event the shipped Equipment does not pass the ATP, the Customer
may return the Equipment to the Contractor for either a full refund of
the money paid against the failed Equipment or a replacement unit(s).
Replacement units shall be subject to the same acceptance criteria as
specified herein.
05.3.5 FATs or ATPs are not required for spare parts.
06.0 WARRANTY OF EQUIPMENT AND SOFTWARE
06.1 WARRANTY ON EQUIPMENT
06.1.1 The Contractor warrants that the title of the Contractor provided
Equipment hereunder, when conveyed to Customer shall be good and its
transfer rightful, and the Equipment shall be delivered free from any
security interest or other lien or encumbrance and without
restrictions on commercial use; and
06.1.2 The Contractor warrants that the Equipment supplied under the Contract
shall be new and unused (except repaired Equipment supplied under this
warranty).
06.1.3 For a period of three (3) years from Acceptance, the Equipment
supplied by the Contractor under this Contract which has been
manufactured by or for the Contractor will be free from defects in
workmanship and materials and capable of passing the ATP as required
under Article 05.0 and shall be responsible for correctness of all
specifications and documentation as defined in Schedules A, C, E and
N.
06.1.4 Equipment supplied under the Contract which is purchased by the
Contractor from third parties is not warranted by the Contractor.
The Contractor will assign any warranties of such third parties to
the Customer to the extent they may be assignable.
06.1.5 During the warranty period, the Contractor shall repair or replace
any part(s) or Equipment found to be defective including for any
wrongful acts or omissions
12 of 31
13
by the Contractor. The following procedure will apply for
repair/replacement or defective Equipment/parts:
a) Within thirty (30) days after discovery of a warranty claim
under this Contract, the Customer shall send to the Contractor the
Equipment or part thereof claimed to be defective. Each unit of the
Equipment or part thereof returned to the Contractor shall be
accompanied with a detailed written "Failure Report" setting forth a
description of the fault found by Customer and the manner in which the
fault was found and verified by Customer's personnel. The freight and
insurance of such defective Equipment up to the Contractor's site shall
be borne by the Customer. Upon receipt of such defective Equipment and
being satisfied of Customer Failure Report, the Contractor shall
undertake to repair or replace the defective Equipment or parts thereof,
at no charge including insurance, freight and any taxes and duties if
applicable up to the Customer's Site. The Contractor shall deliver to
the Customer each repaired or replaced unit of Equipment, or part
thereof accompanied by written "failure analysis report" setting forth
a description of the fault found and the corrective action taken by the
Contractor.
b) The Contractor shall return the repaired or replaced Equipment or
part thereof, to the Customer by air freight within thirty (30) days
(excluding shipping time) from the date of receipt of such defective
Equipment, or part thereof, at Contractor's facilities.
6.1.6 The Contractor shall provide the Customer with an extended Warranty, at
prices as defined in Exhibit A to Schedule G. The Customer, at his
option, may go in for the extended warranty at the end of and each
subsequent year for the next year.
6.1.7 The Contractor shall, within sixty (60) days of the Effective Date,
provide MTBF (Mean Time Between Failures) for all ViaSat manufactured
Equipment, on a module basis. This data, on receipt, shall form part of
this Contract.
06.2 WARRANTY SOFTWARE:
For a period of twelve (12) months from Acceptance, the Software
supplied by the Contractor under this Contract will be capable of
passing the ATP required under Article 05.0. During the warranty period,
Contractor shall, at no charge to Customer, correct any failure to meet
this warranty which is reported to Contractor in writing within thirty
(30) days of the failure. The written failure notice shall describe the
failure in reasonable detail in a format to be provided by the
Contractor within sixty (60) days of Effective Date. Bug fixes or
corrections in Software Releases/ Software upgrades (which do not
constitute major software releases or do not include any new features or
enhanced
13 of 31
14
performance) will also be provided free of charge by the Contractor to
the Customer.
However, in case of a failure which significantly affects the Network
Performance, the Contractor shall use his best efforts to provide
promptly a temporary correction/bug fixes. The permanent resolution of
the problem will be provided through a software release or an upgrade
within 30 days of the notification of the failure/problem at no charge
to the Customer.
06.3 LIMITATIONS ON WARRANTIES:
06.3.1 These warranties and remedies, thereunder are solely for the benefit of
Customer and shall not be extended nor conveyed to any other third
party. This warranty shall not apply to any Equipment, Software or
related items, that:
a) have had the serial number, model number or any other
identification markings removed or rendered illegible other
than by wear and tear,
b) have been damaged by accident, or from any other cause beyond
Contractor's reasonable control, and without Contractor's fault
or omission or negligence or the fault or negligence or omission
of Contractor's employees, agents or other representatives;
c) have been repaired or otherwise altered by anyone not under
the control of, or not having the written authorization of
Contractor, to do such repair or alteration (except as to
repair and replacement of components of the Hub and VSAT
Equipment by qualified Customer's personnel) without the prior
written consent of the Contractor.
06.3.2 The repaired or replaced Equipment/part shall be further warranted for
a period of 90 days after the expiry of the warranty period.
06.3.3 THE WARRANTIES PROVIDED IN THE ARTICLE CONSTITUTE CONTRACTOR'S
LIABILITY FOR ESTABLISHED DEFECTIVE OR NON CONFORMING EQUIPMENT AND
SOFTWARE AND SHALL CONSTITUTE CUSTOMER'S EXCLUSIVE REMEDIES THEREFOR.
THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED
OR STATUTORY, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OR
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
06.4 SURVIVAL OF WARRANTIES
14 of 31
15
The provisions of this Article 06.0 shall be without prejudice to the
provisions of Article 22.0 and shall survive the expiration or
termination of this Contract for any cause.
06.5 SPARE PARTS AND POST WARRANTY OBLIGATIONS
06.5.1 The Contractor shall deliver spare parts and maintenance tools and
initial consumables as part of the Deliverables and Supplies as
specified and priced in Exhibit A to Schedule G pursuant to individual
orders placed by Customer.
06.5.2 The Contractor shall make spare parts available for the Equipment
shipped under this Contract for a minimum period of eight (8) years
from Final DAMA Network 1 Acceptance or eight (8) years from Acceptance
of the last Equipment shipped. For each order, the maximum prices for
spare parts shall be fixed for a period of five (5) years from
Acceptance of the last equipment received.
06.5.3 The Contractor shall provide repair support at prevailing rates for all
Contractor designed and manufactured Equipment which is defective for a
minimum period five (5) years from the date of Acceptance. Contractor
shall pass through warranties for third party vendor equipment to
Customer as applicable.
06.5.4 The Contractor shall delegate knowledgeable personnel to the Site(s) to
perform additional on-site services at the request of the Customer and
as priced in Exhibit A to Schedule G.
07.0 ACCEPTANCE OF PERFORMANCE NOT IN CONFORMITY WITH CONTRACT
Acceptance of Equipment and Software will not be deemed a waiver of
Customer's rights under warranty.
08.0 CONTRACT PRICE
8.1 PRICE:
08.1.1 The Contract Price is as per Purchase Orders placed by Customer from
time to time as per the price list contained in Exhibit A to
Schedule G (or revision thereof in accordance with the International
Distributor Agreement)
08.1.2 The prices of Equipment and Software are FOB the facilities of
Contractor in Carlsbad, California.
08.2.1 TAXES, DUTIES AND OTHER GOVERNMENT IMPOSED CHARGES
08.2.1.1 Customer shall be responsible for the payment of any and all currently
applicable or hereinafter imposed taxes, duties, levies, fees and
other charges
15 of 31
16
that are or may be imposed by the Indian Government or the Governments
of other countries excluding the U.S. Government (to include all local,
state, central, public or quasi-public government) with respect to
supplied Deliverables and Supplies. Customer's responsibility shall
include payment of withholding tax, unless otherwise applicable in the
Contract.
08.2.1.2 Contractor shall be responsible for the payment of any and all
currently applicable or hereinafter imposed taxes, duties, levies, fees
and other charges that are or may be imposed by the United States
Government (to include all local, state, central, public or
quasi-public government) with respect to supplied Deliverables and
Supplies, unless otherwise applicable in the Contract.
08.2.2 WITHHOLDING TAX
08.2.2.1 In the event of any tax withheld by Indian Government on services
rendered by the Contractor, whether in India or abroad, the Contractor
shall assist in all possible ways to have the Customer receive the
reimbursement from the relevant US Government Authorities, net of any
California State (or any other U.S. State as may be applicable) tax
effect as per the provisions of Indo-US double taxation agreement. The
Contractor shall have no claim whatsoever on this amount and shall send
the same to the Customer without any deduction whatsoever unless so
imposed by the relevant US Government Authority.
08.2.2.2 The Customer will provide receipts of all withholding taxes deposited
with Indian Tax Authorities for the above purpose. The Contractor shall
submit these receipts along with all required documentation to the
relevant US Government Authorities within the prescribed time for
filing of such tax returns as specified by relevant US Government
Authorities. The Contractor shall inform the Customer regularly on
follow up action being taken by the Contractor in this regard. Copies
of all related correspondence and documents shall be sent to the
Customer. Contractor shall pay to Customer the refund obtained within
10 days of receipt of the said refund from the relevant US Government
Authorities.
09.0 ***************
09.1 **********************************************************************
**********************************************************************
09.1.1 **********************************************************************
**********************************************************************
**********************************************************************
**********************************************************************
**********************************************************************
*CONFIDENTIAL TREATMENT REQUESTED
16 of 31
17
************************************************************************
************************************************************************
************************************************************************
************************************************************************
************************************************************************
09.1.2 ************************************************************************
09.1.2 ************************************************************************
09.1.2 ************************************************************************
09.2 ************************************************************************
09.3 ************************************************************************
09.4 ************************************************************************
***********************
**********
**************
************************
**********************************************************
*CONFIDENTIAL TREATMENT REQUESTED
17 of 31
18
********************************************
********************************************
********************************************
09.5 **********************************************************************
**********************************************************************
**********************************************************************
**********************************************************************
**********************************************************************
**********************************************************************
**********************************************************************
09.6 **********************************************************************
**********************************************************************
**********************************************************************
**********************************************************************
**********************************************************************
09.7 **********************************************************************
**********************************************************************
10.0 GUARANTEES
10.1 **********************************************************************
**********************************************************************
**********************************************************************
**********************************************************************
**********************************************************************
**********************************************************************
10.2 **********************************************************************
**********************************************************************
**********************************************************************
**********************************************************************
**********************************************************************
**********************************************************************
10.3 **********************************************************************
**********************************************************************
**********************************************************************
**********************************************************************
**********************************************************************
**********************************************************************
10.4 **********************************************************************
**********************************************************************
**********************************************************************
**********************************************************************
**********************************************************************
**********************************************************************
*CONFIDENTIAL TREATMENT REQUESTED
18 of 31
19
*** **********************************************************************
**********************************************************************
**********************************************************************
11.0 DELIVERABLES & SUPPLIES
The Contractor shall provide all Deliverables and Supplies to the
Customer as per the Terms and Schedules of this Contract.
12.0 DELIVERY AND SHIPMENT
12.1 The Contractor shall deliver the DAMA Network 1 to the Customer in
accordance with the Schedule B Implementation Plan.
12.2 Shipment of VSATS (ViaSat manufactured and Contract items only, as
defined in Exhibit A to Schedule G) shall be made by the Contractor not
later than sixty (60) days from the acceptance of Purchase order for
all order sizes less than or equal to 10 VSATs, unless requested
otherwise by the Customer.
12.3 Preshipment and partial shipments shall require Customer's prior
approval.
12.4 All excess taxes, duties, freight and insurance expenses on account of
early or partial shipments, without the written consent of Customer,
shall be borne by the Contractor.
12.5 All excess taxes, duties, freight and insurance expenses on account of
short, wrong or defective shipment by the Contractor shall be borne by
the Contractor.
12.6 Should the Customer need to pay for excess duties, freight and insurance
expenses (for the purpose of this Article to be referred as "expenses")
on account of pre/partial/short/defective shipment(s) etc. as mentioned
in Articles 12.3 and 12.4 on behalf of the Contractor, the reimbursement
of such expenses shall be made by the Contractor within thirty days on
receipt of details of such expenses incurred by the Customer reimburse
the same in a mode acceptable to the customer (demand draft or bankers
cheque).
12.7 The risk of loss and damage to the Equipment shall pass to the Customer
upon delivery of such Equipment to the first carrier at Contractor's
designated facilities.
12.8 The title to the Equipment shall pass to the Customer on FOB delivery at
the facilities of the Contractor, in Carlsbad.
*CONFIDENTIAL TREATMENT REQUESTED
19 of 31
20
13.0 PACKING AND MARKING:
13.1 PACKAGING:
13.1.1 The Contractor shall provide water proof packing of the Equipment, as is
required to prevent any damage or deterioration during transit to its
final destination in accordance with the generally accepted method of
international air shipping.
13.2 MARKING:
13.2.1 The packing, marking and documentation within and outside the package
shall comply strictly with such special requirement, if any, as shall be
expressly indicated by the Customer at its expense.
Non-special Packing, Marking and documentation, as defined in this
contract would be at no charge to the Customer.
13.2.2 Each case or object shall be marked in the following way:
a) Name of the Customer
b) Item number and description of the main piece of equipment in the
case
c) Gross and net weight
d) Running number of the case
e) All necessary indications to prevent goods from rough handling, i.e.
"fragile", "this side up", etc.
f) Indication marks for transport chains etc.
13.2.3 In case of container packing, the normal container marking will be used.
13.2.4 All goods needing special storage have to be marked accordingly.
14.0 INSURANCE
14.1 All Equipment and Software shall be fully insured by the Customer at his
cost against all risks of loss or damage from the Contractor's premises
to the Site(s).
20 of 31
21
14.2 Group insurance policy is to be taken out by Contractor for his
employees working at Site(s). Contractor is to comply with all safety
requirements for its employees as per Indian Laws of which the Customer
shall inform the Contractor.
15.0 VARIATIONS
15.1 Customer may, at any time during the term of the Contract request the
Contractor to reasonably revise the Equipment, Software and/or any other
Deliverables and Services, and/or undertake any reasonable alteration or
addition to or omission from the Equipment and/or other Deliverables and
Services or any part thereof ("Variation"). Any changes, modifications
or enhancements to the DAMA Network 1 or the DAMA Network 1 Design or
other requirements requested by Customer may result in a Variation. The
Contractor shall be entitled to an equitable adjustment to schedule,
price and other terms as a result of the requested Variation.
15.2 In the event that Customer has a request for a Variation, Customer shall
formally request the Contractor to state in writing the effects such
Variation shall have on the scope of work and what adjustment, if any,
shall be required to the Contract price and the project schedule. The
Contractor shall furnish such details within fifteen (15) days of
receipt of the Customer's request or such other period as may be agreed
to in writing between the Parties. The Contractor shall not vary the
scope of work in any material respect unless instructed in writing to so
by the Customer and until the Parties have agreed in writing to any
adjustments to the Contract.
15.3 If changes occur to the traffic patterns or volumes of the DAMA Network
1 that materially affect the capability of the SCPC DAMA VSAT Network as
designed herein to meet this performance objective, then the Contractor
will at Customer's request provide a price and applicable terms for
upgrades necessary to enhance the Network to a capacity that can
accommodate the changes and still meet the performance objective.
Customer at his option can purchase the additional Equipment if so
desired.
15.4 The effect and consequence of such Variation shall be as mutually
acceptable to the Parties.
16.0 TECHNOLOGY UPGRADATION/OBSOLESCENCE
21 of 31
22
16.1 If the Contractor undertakes any change, improvement, modifications or
any new development in manufacturing design methods or any new
development in manufacturing methods (hereinafter called "Upgrades") of
the Equipment which have been supplied to the Customer, such Upgrades
shall be provided to the Customer subject to the following terms:
a) such upgrades have taken place after the Effective Date of this
Contract; and
b) such upgrades shall be made available to the Customer in accordance
with the Contractor's normal release and supply procedures and in no
event shall the Contractor be required to retroactively upgrade
Equipment already delivered; and
c) such upgrades shall be provided by the Contractor to the Customer
without increase to price, initially for a period of three (3) years
from the Effective Date of this Contract and thereafter such upgrades
shall be at an additional cost agreed to by both the Parties; and
d) design or manufacturing upgrades which improve product performance
specifications or increase functionality are excluded from this
provision.
16.2 Further the receipt of the said upgrades shall not in any way waive the
performance obligations of the Contract by both the Customer and
Contractor.
17.0 SOFTWARE LICENSE AGREEMENT
The Customer and Contractor shall enter into a Software License
Agreement, the provisions of which are included in Schedule F.
18.0 TIME--THE ESSENCE OF THE CONTRACT
The time prescribed for the performance of each and any of the
obligations as provided herein by the Parties shall be the essence
of the Contract.
19.0 PERFORMANCE OF THE CONTRACT
Either Party shall not be responsible for meeting its obligations in
cases where such failure is due to failure of the other Party to
fulfill its obligations as specified accordingly in the provisions of
the Contract.
22 of 31
23
The Contract is deemed to be complete on performance of all
obligations of the Contractor as well as the Customer as per the Terms
and Schedules of this Contract.
20.0 FORCE MAJEURE:
20.1 Notwithstanding anything else contained in the Contract, neither Party
shall be liable for any delay in performing its obligations hereunder
if and to the extent that such delay is the result of an event of Force
Majeure.
20.2 For purposes of this Article, "Force Majeure" means and includes wars,
insurrections, earthquakes, revolutions, fires, floods, epidemics,
quarantine restrictions, trade embargoes, declared general strikes in
relevant industries, acts of God, act of governments and such other
acts and events beyond the control of the Contractor or Customer,
intervening after the formation of the Contract and impeding its
reasonable performance but does not include any foreseeable events,
commercial consideration or those involving fault or negligence on the
part of the Contractor or Customer.
20.3 Both Parties may, if such delay continues for more than eight (8)
weeks, terminate the Contract pursuant to Article 22.0, forthwith on
giving notice in writing to the other Party in which event neither
Party shall be liable to the other by reasons of such termination.
20.4 If a Force Majeure situation arises, the Contractor or Customer shall
promptly notify the other in writing of such conditions, the cause
thereof and the likely duration of the delay. Unless otherwise directed
by either Party in writing, the other Party shall continue to perform
its obligations under the Contract as far as reasonably practical, and
shall seek all reasonable alternative means for performance not
prevented by the Force Majuere event. In the event of any extension of
time being granted by either Party, the Implementation Plan (Schedule
B) shall be amended accordingly.
20.5 The above is without prejudice to the rights already accrued by the
Parties as a result of their performance or failure to perform either
in full or in part, pursuant to their obligations in the Contract,
prior to the occurrence of events of Force Majuere.
210. TERM OF THE CONTRACT
The Term of the Contract shall remain in full force till all
obligations of the Contractor as well as the Customer are discharged in
accordance with the terms
23 of 31
24
and conditions of this Contract and schedules thereto, unless this
Contract is terminated earlier under the provisions of Article 22.0.
22.0 TERMINATION AND REMEDIES
22.1 TERMINATION
22.1.1 The Contract may be terminated forthwith by either Party on giving sixty
(60) days notice in writing to the other if the other Party shall be
unable to perform material Obligations under this Contract due to a
receiver being appointed or shall pass a resolution for winding up
(otherwise than for the purpose of a bona fide scheme of solvent
amalgamation or reconstruction) or a court of competent jurisdiction
shall make an order to that effect or if the other Party shall become
subject to an administration order prohibiting the conduct of business
or shall enter into any voluntary arrangement with its creditors
prohibiting the conduct of business or shall cease to carry on business
or involved in the process of take over or taken over by any third
party(ies) and such third party(ies) shall not agree to assume the
Obligations under this Contract. In such event, at the option of the
Customer, the Contractor shall furnish all source code and designs of
equipment including all drawings, designs and software source code,
subject to a royalty free license for the purpose of continuing to
maintain or to have maintained the effective Equipment and the Network
without interruption.
Notwithstanding any Termination or expiration of this Contract, the
representation and Warranties under various clauses and the rights and
obligations under the Sections entitled "CONFIDENTIALITY", "INTELLECTUAL
PROPERTY INDEMNITY", "WARRANTY OF EQUIPMENT & SOFTWARE LICENSE
AGREEMENT" shall continue for five (5) years, except for Warranty which
shall be as per periods provided herein, and shall bind the parties and
their legal representatives, successors, heirs and assigns.
22.1.2 This Contract shall terminate automatically upon completion of all
Contractor's obligations and after payments are made by Customer for all
amounts due.
22.1.3. In the event either Party has committed a material breach of any of the
covenants, representations, warranties or other terms and conditions of
this Contract or has materially defaulted in the performance of any of
its obligations under this Contract, (provided that the
non-beaching/non-defaulting Party has first given the other Party
written notice of the grounds supporting the material breach or default
and the breaching/defaulting party has not cured the material breach of
default within sixty (60) days of receipt of such notice) the
breaching/defaulting Party shall be held in default and the Contract
shall be terminated.
24 of 31
25
22.1.4 Any termination of the Contract (however occasioned) shall not effect
any accrued rights or liabilities of either Party nor shall it affect
the coming into force or the continuance in force of any provision
hereof which is expressly or by implication intended to come into or
continue in force on or after such termination.
22.1.5 Notwithstanding any termination or expiration of this Contract the
representations and warranties under various clauses and the rights and
obligations under the sections entitled "CONFIDENTIALITY", "WARRANTY OF
EQUIPMENT & SOFTWARE" AND "SOFTWARE LICENSE AGREEMENT" shall survive and
continue for the respective validity periods in each clause or agreement
and shall bind the Parties and their legal representatives, successors,
heirs and assigns.
22.2 REMEDIES
22.2.1 Upon termination of this Contract, the performance obligations of both
Parties under this Contract shall cease.
22.2.2 If the Contract is terminated by the Customer due to the default of the
Contractor as defined in Article 22.1.3, then the Contractor's liability
shall be limited to repayment to the Customer in U.S. Dollars all
payments made by the Customer and received by Contractor for the DAMA
Network 1/Equipment delivered and Services provided giving rise to the
default and all duties, taxes, levies etc. incurred by the Customer
thereon, following which the Customer shall facilitate Contractor's
removal of all such equipment, including access to such Equipment. In no
event shall the Contractor's liability to the Customer for any reason
exceed the cumulative sum of all payments received by the Contractor
from Customer for Equipment, Software and Services delivered to the
Customer within twelve (12) months prior to date of receipt of written
notice of claim of liability.
22.2.3 If the Contract is terminated by the Contractor due to default of
Customer as designed in Article 22.1.3, then the Customer shall be
obligated to pay Contractor in U.S. Dollars the balance of any and all
payments due to the Contractor for DAMA Network 1/Equipment delivered
and Services provided upon which such DAMA Network 1/Equipment shall
become the property of the Customer.
22.2.4 In the event of default, the defaulting Party shall reimburse the
non-defaulting Party for all reasonable expenses incurred by the later
in the enforcement of its rights.
25 of 31
26
22.2.5 In the event of termination of the Contract under this clause the
Parties shall have the remedies, as available under the terms of this
Contract and the applicable laws.
23.0 LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL THE CONTRACTOR BE LIABLE FOR ANY
SPECIAL INDIRECT OR CONSEQUENTIAL DAMAGES. INCLUDING, BUT NOT
LIMITED TO, LOSS OF PROFIT, LOSS OF USE, LOSS OF REVENUES OR
DAMAGES TO BUSINESS OR REPUTATION ARISING FROM THE PERFORMANCE
OR NON-PERFORMANCE OF ANY ASPECT OF THIS CONTRACT.
24.0 ARBITRATION
24.1 In the event of a dispute between Customer and Contractor arising
out of, or relating to this Contract, its interpretation of
performance hereunder, the Parties shall exert their best efforts to
resolve the dispute amicably through negotiations.
24.2 In the event that a dispute cannot be resolved amicably by the Parties
through negotiations within sixty (60) days of the commencement
of such negotiations, the dispute shall be submitted to arbitration.
The arbitration proceedings shall take place under the International
Xxxxxxxx of Commerce (ICC) and its Rules of Conciliation and
Arbitration. The arbitration shall be conducted in London. The cost
of arbitration, including the fees and expenses of the arbitration or
arbitrators, shall be as the award provides. The arbitration
proceedings shall be governed by the laws of the venue.
25.0 LAW APPLICABLE
The provisions of this Contract shall be governed by the provisions
of the Indian Law.
26.0 CONFIDENTIALITY
26.1 Each Party shall treat as confidential the Contract and all
information obtained from the other Party pursuant to the Contract
and shall not divulge such information to any person (except to such
Party's own employees and then only to those employees who need to
know the same) without the other Party's prior written consent
provided that this clause shall not extend to information which
26 of 31
27
(i) was rightfully in the possession of such Party prior to the
commencement of the negotiations leading to the Contract, (ii) is
already public knowledge or becomes so at a future date (otherwise
than as a result of a breach of this clause), (iii) is required to be
disclosed by law (including, without limitation, pursuant to any
disclosure obligation under applicable securities laws or by order of
governmental authority, (iv) is lawfully obtained from a source other
than the other Party which source did not require such information to
be held in confidence and did not limit or restrict the use thereof,
or (v) is trivial or obvious. Each Party shall ensure that its
employees are aware of and comply with the provisions of this clause.
If the Contractor shall appoint any sub-contractor then the Contractor
may disclose confidential information to such sub-contractor subject
to such sub-contractor giving the Customer an undertaking in similar
terms to the provisions of this clause. The foregoing obligations
as to confidentiality shall survive any termination of the Contract.
26.2 The Contractor shall not, without the Customer's prior written
consent, make use of any document or information covered by
the confidentiality obligations of Article 26.1, except for the
purposes of performing the Contract.
26.3 The Customer shall not, without the Contractor's prior written
consent, make use of any document or information covered by the
confidentiality obligations of Article 26.1, except for the
purposes of performing the Contract.
26.4 Any document given to the Contractor which is covered by the
confidentiality obligations of Article 26.1 other than the Contract,
shall remain the property of the Customer and shall be returned
(with all copies) to the Customer on completion of all the
Contractor's obligations under the Contract if so required by the
Customer.
26.5 Any document given to the Customer which is covered by the
confidentiality obligations of Article 26.1 other than the Contract,
shall remain the property of the Contractor and shall be returned
(with all copies) to the Contractor on completion of all the
Customer's obligations under the Contract if so required by the
Contractor.
27.0 INTELLECTUAL PROPERTY RIGHTS INDEMNITY
27.1 Contractor shall indemnify Customer and its Licensees and Assigns
and keep fully and effectively indemnified on demand against all
costs, claims, demands, expenses and liabilities of third party of
whatsoever nature arising of or in connection with any
infringement claim of the Equipment and Licensed Software.
27 of 31
28
27.1.1 Customer shall promptly notify Contractor in writing of any
allegations of infringement of which it has notice and shall ant
make any admissions without Contractor's prior written consent.
27.1.2 Customer shall provide Contractor with the sole authority to conduct
and/or settle all negotiations and litigations at Contractors sole
expense resulting from any such claim.
27.1.3 Customer shall assist the Contractor to settle all negotiations and
litigations and the Contractor shall re-imburse all incidental
expenses incurred in connection therewith.
27.2 If the Equipment is held by the Court of competent juristriction to
constitute an infringement of a third party's intellectual property
rights, or if Contractor determines in it's position that such use or
possession is likely to constitute such an infringement, then the
Contractor shall promptly and at his own expense:
27.2.1 Procure for Customer the right to continue using and possessing the
equipment:
or
27.2.2 Modify or replace the alleged infringing equipment (without
detracting from its overall performance) so as to avoid the
infringement.
27.2.3 If 27.2.1 or 27.2.2 above cannot be accomplished on reasonable
terms, remove the alleged infringing Equipment and refund to
Customer the full Purchase price of the affected Equipment and/or
Licensed Software (including all taxes and duties) paid by the
Customer.
28.0 ASSIGNMENT
28.1 Neither Party shall assign this Agreement without the previous
consent in writing of the other Party, except either Party may
assign this Agreement to any subsidiary or affiliate or its group
companies (as they exist on effective date of this Contract).
28.2 The subsidiaries or affiliates or group companies of Contractor as
they exist on Effective Date of this Contract are:
- None
28.3 The subsidiaries or affiliates or group companies of Customer as
they exist on Effective Date of this Contract are:
- HCL-Hewlett Packard Limited
28 of 31
29
- HCL Limited
- NIIT Limited
- Network Limited
- Front Line Solutions Limited
- HCL Consulting Limited
29.0 FINAL PROVISIONS AND SIGNATURE :
29.1 This Contract comprises the 29 Articles set forth herein, as well
as all the Schedules appended this Contract. In case of discrepancy
between the Articles of this Contract and any of its Schedules, and
reconciliation of the same is impossible, the Articles of this
Contract shall stand. The Contract itself is the definitive document.
29.2 This Contract embodies the entire understanding between the Parties
hereto relating to the subject matter hereof and there are no
understandings, representations or warranties of any kind, oral or
written, except for what is expressly set forth herein.
29.3 All changes, alterations or modifications of the Contract are valid
only if agreed upon in writing and bearing the legally binding
signature of the Parties.
29.4 All correspondence (including notices, variations etc.) and
documentation in connection with this Contract shall be written in
the English language and shall be sent by the Contractor to the
Customer in duplicate and vice versa, if not otherwise agreed upon.
29.5 The official contact addresses of the Parties are as follows:
CUSTOMER CONTRACTOR
HCL Comnet Systems And Services Ltd. VIASAT, Inc.
X-00/00, Xxxxxx XXX 0000, Xxxxxx Xxxxx
XXXXX - 201 301 (Uttar Pradesh) Xxxxxxxx, XX 00000-0000
XXXXX XXX
Tel: x00-00-00-00000 Tel: 000-000-000-0000
Fax: x00-00-00-00000 Fax: 000-000-000-0000
28.6 All correspondence, documentation and telefaxes between the Parties
are to be addressed to the above addresses and numbers.
28.7 Contact persons of the project:
CONTRACTOR CUSTOMER
29 of 31
30
Xx. Xxxx Xxxx Xx. Xxxxxxxx Xxxxx
Vice President Commercial Ops. Company Secretary
VIASAT Inc. HCL COMNET Systems & Services Ltd.
USA INDIA
28.8 This Contract has been executed in two identical originals reviewed
completely by the Parties, signed after approval and all pages
initialed by the Parties.
28.9 Each Party shall receive one original bearing the following legally
binding signatures of the Contractor and Customer.
IN WITNESS WHEREOF the Parties hereto have caused this Contract to be executed
by their duly empowered representatives as follows:
CONTRACTOR CUSTOMER
/s/ X.X. Xxxxxxx /s/ A.K. Majumdar
---------------------- -----------------
XX. XXXXXXX X. XXXXXXX XXXX X. XXXXXXXX
VICE PRESIDENT GENERAL MANAGER
VIASAT INC. HCL COMNET Systems & Services Ltd.
WITNESSES: (With Name and Address):
1. initial (illegible) R-SRIKRISHMA
X-000, Xxxxxx 00, Xxxxx, V.P.
2. initial (illegible) Xxxxxx Protson Rhakrarenty
X-000
Xxxxxx-00, Xxxxx Pin-201301
30 of 31