LKE PROPRIETARY
INTEGRATION SUPPORT SERVICES AGREEMENT
This SUBCONTRACT ILS/LKE-SC-9812-539, is entered into effective 1 January 1999,
by and between LOCKHEED-KHRUNICHEV-ENERGIA INTERNATIONAL, INC. (hereinafter
referred to as "LKE" or "Customer"), a corporation organized and operating under
the laws of the State of Delaware, having offices at ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and INTEGRATED SPACE SYSTEMS. INC.,
(hereinafter referred to as "ISS" or "Contractor"), having offices at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
PURPOSE
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The purpose of this Subcontract ILS/LKE-SC-9812-539 together with its exhibits
is to govern the purchase by LKE from ISS and sale to LKE by ISS the following
services for personnel supporting LKE in San Diego, or elsewhere, as defined in
this Agreement and all exhibits hereto.
RECITALS
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WHEREAS, LKE has the exclusive rights for the marketing and sales of Proton
Launch Services for Non-Russian commercial satellites;
WHEREAS, LKE is in the business of providing commercial launch services
utilizing the Russian Proton Space Launch Vehicle; and
WHEREAS, LKE provides for the integration of customer-owned satellites on the
Proton Launch Vehicle; and
WHEREAS, ISS has the capability to support these integration services;
NOW THEREFORE, the Parties agree as follows:
ARTICLE 1
DEFINITIONS
As used herein, the following terms shall have the meanings set forth below:
1.1 "Affiliate" means any person or legal entity, other than the Parties
hereto, who or which shall, directly or indirectly, control, be
controlled by or act on behalf of a Party in the performance of this
Agreement, including but not limited to customers, employees,
suppliers, subcontractors, agents, owners, shareholders and
subsidiaries. This definition is for identification purposes only and
shall not be interpreted as creating any privity of contract or legal
relationship/obligation between the Affiliates of one Party and the
other Party or its Affiliates.
1.2 "Agreement' means this instrument and all exhibits described herein and
all amendments that may be agreed to by the Parties in accordance with
the terms and conditions of this instrument.
1.3 "Assistance" means the support services to be provided by Contractor as
defined in the statement of work incorporated herein.
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1.4 "Party" or "Parties" means the Contractor or the Customer or both,
according to the context.
1.5 "Subcontractor" means a person, firm, corporation, government agency or
other legal entity which has an agreement with the Contractor to
provide all or a portion of the services in connection with this
Agreement.
ARTICLE 2
CONTRACTUAL DOCUMENTS
2.1 Exhibits. The following documents, hereby attached to this instrument
as Exhibits, are incorporated herein by reference and made a part
hereof as if fully set forth:
a. Exhibit A - Statement of Work, Fixed Price Mission Integrator
Support, dated 7 December 1998.
2.2 Order of Precedence. In the event of any conflict or inconsistency
between or among the provisions of the various parts of this Agreement
including the Exhibits attached hereto and incorporated into this
Agreement, such conflict or inconsistency shall be resolved by giving
precedence to the provisions of this Agreement, less the Exhibits
hereto, then to the attached and incorporated Exhibits in the order
listed in Paragraph 2.1 herein, and then to any documents referred to
and incorporated into said Exhibits.
2.3 Supersession. This Contract constitutes the definitive agreement
contemplated by the documents listed below which are hereby superseded
in their entirety. The actions taken in accordance with the
authorizations contained in such documents, and payments made
thereunder shall be considered as actions performed under, and payments
made against the price of, this Contract: None.
ARTICLE 3
PERIOD OF PERFORMANCE
3.1 Contractor's performance under this Agreement shall commence on or
about 1 January 1999, and shall complete all performance on or before
31 December 1999.
3.2 LKE has the option to extend this Agreement beyond this period of
performance. Extension(s) requires fourteen (14) days prior
notification to Contractor. An extension(s) shall be considered a
change within the scope of the CHANGES Article of this Agreement;
however, the price per hour shall be negotiated.
ARTICLE 4
CONTRACTOR AND CUSTOMER OBLIGATIONS
4.1 Scope of Supply. Contractor shall provide the Mission Integrator
Support and Mission Integration Support as defined in this Agreement
and Exhibit A hereto. LKE shall be responsible for meeting all of its
obligations established in accordance with the terms of this Agreement.
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ARTICLE 5
PRICE
5.1 LKE shall pay to Contractor the sums indicated below for the
performance of the Work under this Agreement. Contractor shall be
entitled to payment by LKE in accordance with the provisions of Article
6 entitled "PAYMENTS."
For Exhibit A: Firm Fixed Price of $ 158,058.00
5.2 Price redetermination for additional hardship compensation of mission
integrator will require LKE Mission Manager's prior approval. This
hardship would entail working seven continuous days or more at the
Baikonur Launch Site. In addition, the maximum amount of overtime
allowed and reimbursable is twenty hours per week. The compensation for
this hardship would be twenty-nine dollars ($29.00) an hour over and
above the Firm Fixed Price in Paragraph 5.1 above for all hours
compensated.
5.3 The Prices stated herein include all applicable duties, taxes and other
levies the Contractor is required to pay in the performance of its
obligations under this Agreement.
ARTICLE 6
PAYMENTS
6.1 Payment Schedule. Payment of the total price for the Services required
under this Agreement shall be made in accordance with the following
payment schedule:
For Exhibit A: Monthly payments of $13,171.50 each, starting 31 January
1999, and ending on 31 December 1999.
For Paragraph 5.2 above, hardship compensation will be accounted for
and invoiced separately.
6.2 Invoices. All payments in connection with this Agreement shall be made
on their respective due dates, or within thirty (30) days of Customer's
receipt of the corresponding invoice, whichever is later. ISS will
submit an original invoice to:
Lockheed-Khrunichev-Energia International, Inc.
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▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Each invoice shall cite this Agreement Number ILS/LKE-SC-9812-539.
6.3 Reimbursement for Travel Expenditures. Contractor will be responsible
for their own travel arrangements, if required, to locations including
Denver, Colorado and Moscow, Russia. LKE shall reimburse Contractor for
actual, necessary and reasonable transportation and subsistence
associated with travel for support of the mission integration activity.
Air transportation shall not exceed Business Class airfare. When
requesting reimbursement under this paragraph, Contractor shall submit
a separate invoice to LKE, detailing the dates, and expenditures and
shall attach receipts thereto for all expenditures greater than fifty
dollars ($50.00). LKE shall reimburse Contractor for the actual
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expenses incurred, without Contractor's ▇▇▇▇-up. Contractor travel and
subsistence expenses may be invoiced with the monthly request for
payment in each monthly period in which actual travel expenses are
incurred.
6.4 Manner and Payment Location. All payments in connection with this
Agreement shall be made via check directly payable to "Integrated Space
Systems" and sent to:
Integrated Space Systems, Inc.
Attention: Financial Department
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6.5 Currency. All payments in connection with this Agreement shall be made
in U.S. dollars.
ARTICLE 7
REPORTS AND DOCUMENTATION
7.1 Contractor shall prepare and submit reports as required by LKE and
submit a final report within fifteen (15) days after Contractor
personnel have completed their work on each separate activity directed
under this Agreement.
7.2 Unless otherwise notified, all reports and documentation shall be sent
to the address indicated in the Article 21 entitled "NOTICES."
ARTICLE 8
GOVERNMENTAL APPROVALS
8.1 Parties Respective Obligations and Mutual Assistance. Unless otherwise
specified in this Agreement, each Party is responsible for obtaining
all governmental approvals from any governmental authority which has
jurisdiction and authority to require such approvals, necessary to
carry out such Party's respective obligations in accordance with this
Agreement. Each Party shall, however, cooperate and provide the other
Party upon request and without cost all reasonable and necessary
assistance in obtaining any and all governmental approvals which the
requesting Party may be required to obtain pursuant to this Agreement.
ARTICLE 9
RIGHT OF OWNERSHIP
9.1 Contractor's Property. Customer acknowledges that at no time shall it
have any right of ownership of, or any other right in, or title to, the
property of Contractor or its Affiliates, and that such property shall
at all times be considered the property of Contractor or its
Affiliates, as the case might be.
9.2 Customer's Property. Notwithstanding the fact that Contractor may from
time to time have possession and control of property owned by Customer
or its Affiliates, Contractor acknowledges that at no time shall it
have any right of ownership of, or any other right in or title to, such
property, and that such property shall at all times be considered the
property of customer or its Affiliate, as the case might be.
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ARTICLE 10
INTER-PARTY LIABILITY AND INDEMNIFICATION
10.1 Reciprocal Waiver of Liability
LKE represents and warrants, with respect to launch services agreements
it has executed and delivered, and hereby agrees, with respect to
future launch services agreements, that it has agreed to and will agree
to no-fault, no-subrogation reciprocal waivers of liability whereby LKE
and each customer to such launch services agreement (the "Customer")
agree to not to bring any claim against or ▇▇▇ each other or the
other's contractors, subcontractors, and suppliers at any tier and
other related third parties involved in the performance of the launch
services agreement (the "Related Third Parties") for any property
damage it incurs or for any bodily injury to or property damage
incurred by its own employees resulting from activities carried out
under the launch services agreement irrespective of whether such
property damage or bodily injury is caused by LKE, its Customer of
either Party's respective Related Third Party and regardless of whether
such property damage or bodily injury arises through or is alleged to
arise through negligence or otherwise (each, a "Reciprocal Waiver of
Liability").
LKE and ISS hereby agree to a reciprocal waiver of liability pursuant
to which each party agrees not to bring a claim in arbitration or
otherwise ▇▇▇ the other Party for any property loss or damage it
sustains and any property loss or damage, personal injury, including
death, sustained by any of its employees, arising in any manner in
connection with the performance of or activities carried out pursuant
to this subcontract. Such waiver of liability shall also extend to any
indirect, special, incidental or consequential damages or other loss of
revenue or business injury or loss.
Claims of liability are hereby waived and released regardless of
whether loss, damage or injury arises from the acts or omissions,
negligent or otherwise, of either Party. This waiver of liability shall
extend to: (a) all theories of recovery, including in contact for
property loss of damage, tort, product liability and strict liability;
and (b) the successor and assigns, whether by subrogation or otherwise,
of both Parties. Each Party shall obtain a waiver of subrogation and
release of any rights of recover against the other Party from any
insurer providing coverage for the risks of loss for which the Party
hereby waives claims of liability against the other Party.
10.2 Flow-Down by LKE
Pursuant to each Reciprocal Waiver of Liability, LKE has agreed to and
will in the future extend the provisions of such Reciprocal Waiver of
Liability to its Related Third Parties requiring such Related Third
Parties to agree not to bring any claims against or ▇▇▇ LKE's
Customers, its Customers Related Third Parties or other LKE's Related
Third Parties.
10.3 ISS Agreement and Flow-Down
In furtherance of the foregoing, ISS hereby agrees not to bring any
claim against or ▇▇▇, and to cause each of its contractors,
subcontractors and suppliers at any tier and other related parties (the
"ISS Related Third Parties") not to bring any claim against or ▇▇▇,
LKE, LKE's Customers, their Related Third Parties and other LKE Related
Third Parties and agrees to be responsible for and to absorb the
financial and any other consequences of any property damage it incurs
or for any bodily injury or property damage incurred by its own
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employees resulting from activities carried out under this Agreement,
irrespective of whether such property damage of bodily injury is caused
by LKE's Customers or other LKE Related Third Parties and regardless of
whether such property damage or bodily injury arises through negligence
or otherwise (each, an "ISS Reciprocal Waiver of Liability").
10.4 LKE Indemnity
LKE hereby agrees to defend, indemnify and hold harmless ISS and ISS
Related Third Parties from and against any claim brought against them
by LKE's Customers, their Related Third Parties or LKE Related Third
Parties other than ISS Related Third Parties arising from the failure
by LKE to extend a Reciprocal Waiver of Liability to any Customer or
LKE Related Third Party with which it is in contractual privity or to
require that such persons extend the Reciprocal Waiver of Liability to
their respective Related Third Parties or the unenforceabilty or
invalidity of any reciprocal waiver of liability.
10.5 ISS Indemnity
ISS hereby agrees to defend, indemnify and hold harmless LKE and LKE's
Customers and the Related Third Parties of LKE and its Customers from
and against any claim brought against them by ISS Related Third Parties
arising from the failure by ISS to extend an ISS Reciprocal Waiver of
Liability to any ISS Related Third Party with which it is in
contractual privity or to require that such ISS Related Third Parties
or the unenforceabilty or invalidity of any reciprocal waiver of
liability.
ARTICLE 11
CONDITIONS FOR INDEMNIFICATION
11.1 Conditions. The rights to indemnification provided in this Agreement
shall be subject to the observance of the following conditions:
a. The Party seeking indemnification shall promptly advise the other
Party of the filing of any suit, or of any written or oral claim,
alleging an infringement of rights or incurrence of damages which
it may receive in connection with this Agreement.
b. The Party seeking indemnification shall take no steps in a dispute
with a third party, nor shall it reach a compromise with such
third party, without the prior written approval of the other
Party, which approval shall not be unreasonably withheld or
delayed.
11.2 Defend and Pay Costs. The Party required to hold the other harmless
shall assist and assume, when not contrary to the governing rules of
procedure, the defense of any claim or suit or settlement thereof, and
shall take all other reasonable steps to avoid, settle or otherwise
terminate the dispute, and shall pay all litigation and administrative
costs and expenses incurred in connection with the defense of any such
suit, shall satisfy any judgments rendered by a court of competent
jurisdiction in such suits, and shall make all settlement payments.
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ARTICLE 12
TERMINATION BY CUSTOMER FOR CONVENIENCE
12.1 Right to Terminate. Customer may, in accordance with this Article 12,
terminate this Agreement in its sole discretion at any time.
12.2 Termination Notice. Termination of this Agreement in accordance with
this Article 12 shall take place only if Customer gives written notice
of termination to Contractor.
12.3 Termination Date. The effective termination date of this Agreement in
accordance with this Article 12 shall be the latter of either the
termination date specified in the Customer's written notice of
termination or the date of Contractor's receipt of Customer's written
notice of termination.
12.4 Cessation of Work. On the termination date of this Agreement in
accordance with this Article 12, Contractor shall promptly cease work
by taking all reasonable actions to wind down work in progress and
refrain from additional work in connection with this Agreement.
12.5 Right to Compensation. Upon termination of this Agreement in accordance
with this Article 12, Contractor shall be entitled to retain amounts
paid and currently due as of the effective date of termination,
including any commitments, liabilities or expenditures which arise by
reason of the termination of this Agreement.
ARTICLE 13
TERMINATION FOR CAUSE
13.1 Right to Terminate. Either Party shall have the right to terminate this
Agreement in the event that any action or inaction by the other Party
constitutes a material breach of this Agreement, provided that such
other Party fails to cure the material breach or propose a mutually
acceptable cure within five (5) days of receipt of a written notice
thereof from the Party claiming the material breach.
13.2 Termination Notice. Termination of this Agreement in accordance with
this Article 13 shall take place upon provision of written notice of
termination.
13.3 Termination Date. The effective termination date of this Agreement in
accordance with this Article 13 shall be the latter of either the
termination date specified in the written notice of termination or the
date of receipt of written notice of termination.
13.4 Claim for Future Payments. Upon the effective date of termination by
Customer, Contractor shall have no claim for any further payment,
including payments already invoiced but not paid in accordance with
Article 6, entitled "PAYMENTS." In the event of termination by
Contractor under this Article 13, Contractor shall be entitled to the
payments made under Article 6, and if Contractor believes their cost
are in excess of the amounts already paid to them then Customer and
Contractor shall negotiate an equitable adjustment for such supported
excess costs.
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13.5 Return of Amounts Previously Paid. If this Agreement is terminated by
Customer as provided in this Article 13, Contractor shall, subject to
Article 18, entitled "DISPUTE NEGOTIATION," refund all payments paid by
Customer in accordance with Article 6, entitled "PAYMENT," or if any
amount remains in dispute then the amount as determined in accordance
with Article 18, and Article 19, entitled "ARBITRATION" shall be
refunded to Customer.
13.6 Completed and Partially Completed Deliveries. If this Agreement is
terminated by Customer as provided in this Article 13, Contractor shall
be entitled to the price set forth in this Agreement for all accepted
and delivered documents and services.
ARTICLE 14
LIMITATION OF LIABILITY
14.1 In no event shall either Party be liable to the other, whether in
contract, tort or otherwise for special, incidental, indirect, or
consequential damages, including, without limitation, lost profit or
revenues.
ARTICLE 15
PROPRIETARY INFORMATION AND DATA
15.1 Non-Disclosure Agreement. The Parties agree to protect the proprietary
information of the other in accordance with the provisions the
Non-Disclosure Agreement between the Parties signed 17 April 1997.
ARTICLE 16
LANGUAGE
16.1 Language. This agreement shall be officially maintained in the English
language. All communications between the Parties in connection with
this Agreement, including but not limited to documentation, notices,
reports and correspondence, shall be in the English language.
16.2 Titles and Headings. Titles and headings to Articles, Sections or
Paragraphs in this Agreement are inserted for convenience of reference
only and are not intended to affect the interpretation or construction
of this Agreement.
16.3 Tense and Gender. In this Agreement, words in the singular include the
plural and vice-versa, and words imparting the masculine gender include
the feminine or neuter genders where the context so requires.
ARTICLE 17
GOVERNING LAW
17.1 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of California exclusive of that jurisdiction's
choice of law rules.
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ARTICLE 18
DISPUTE NEGOTIATION
18.1 Negotiation. In the event of any controversy or claim arising out of or
relating to this Agreement or the breach thereof, the Parties shall use
their best efforts to settle such controversy or claim through
negotiation with one another in good faith.
ARTICLE 19
ARBITRATION
19.1 Administration and Rules. If any disputes arising in connection with
this Agreement fails to be resolved through negotiation or mediation
within a period of twenty (20) days, such disputes shall be finally
settled by arbitration in accordance with the terms and conditions of
this Article. Arbitration proceedings in connection with this Agreement
will be conducted in accordance with the rules of the American
Arbitration Association in accordance with its then in effect
Commercial Arbitration Rules, together with any relevant supplemental
rules, as modified by the terms and conditions of this Agreement.
19.2 Language. Arbitration proceedings in connection with this Agreement
shall be conducted in the English language.
19.3 Selection of Arbitrators. Arbitration proceedings in connection with
this Agreement shall be conducted before a panel of three (3)
arbitrators. LKE and Contractor shall each select an arbitrator, and
these two arbitrators shall jointly select the third.
19.4 Locale of Meetings. All meetings for arbitration proceedings in
connection with this Agreement shall be held in the San Diego Area in
the State of California, USA, or at such other place as may be selected
by mutual agreement of all Parties.
19.5 Award and Judgment. The arbitrators shall have no authority to award
punitive damages or any other damages not measured by the prevailing
Party's actual damages, and may not, in any event, make any ruling,
finding or award that does not conform to the terms and conditions of
this Agreement. Subject to the foregoing, the Parties agree that the
judgment of the arbitrators shall be final and binding upon the
Parties, and that judgment upon the award rendered by the arbitrators
may be entered in any court having jurisdiction thereof.
19.6 Confidentiality. No Party or arbitrator may disclose the existence,
content, or results of any arbitration proceedings in connection with
this Agreement without prior written consent of all Parties to the
arbitration proceeding.
19.7 Fees and Expenses. The Arbitrators shall apportion all fees and
expenses of any arbitration proceedings in connection with this
Agreement between the Parties. However, each Party shall bear the
expense of its own counsel, experts, witnesses, and preparation and
presentation of evidence.
19.8 Performance. Contractor and Customer shall continue with performance
under this Agreement during any disagreement, negotiation, or
arbitration. Customer shall continue to make payments due under this
Agreement pending resolution of the dispute pursuant to this section.
At Customer's election, such payments may be made into an escrow
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account at a recognized California third party financial institution
under terms to be agreed upon by the Parties.
ARTICLE 20
ASSIGNMENT
20.1 Conditions. No Party may transfer or assign any or all of its rights,
duties and obligations in connection with this Agreement to any other
person or legal entity, including but not limited to a partnership,
joint venture, corporation, association or governmental agency, unless
such transfer or assignment is either specifically authorized in this
Article 20 or the other Party gives its prior written consent, which
shall not be unreasonably withheld.
20.2 Successors and Assigns. This Agreement shall be binding on and inure to
the benefit of the Parties and their successors and assigns, provided
no assignment shall be made contrary to the requirements of this
Article 20.
ARTICLE 21
NOTICES
21.1 Notices. Any notice or communication required or permitted in
connection with this Agreement shall be in writing, and shall be either
personally served on any officer of the recipient Party, or sent by
facsimile, telex or registered mail with postage prepaid, to the
following respective addresses: a. To Customer:
Lockheed-Khrunichev-Energia International, Inc.
▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
b. To Contractor:
Integrated Space Systems, Inc.
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▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
21.2 Authority to Proceed for Task Orders. All Task Orders issued by LKE
must be countersigned by Contracts Department to be valid and
enforceable.
21.3 Effective Date. The effective date of any notice or communication sent
in accordance with this Article 21 shall be the date of receipt if such
notice or communication is personally served or sent via facsimile or
telex; or if such notice is sent by registered mail with postage
prepaid, the effective date shall be the earlier of (a) the date of
receipt or (b) five (5) calendar days after the date such notice or
communication is deposited with an applicable postal service.
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ARTICLE 22
CHANGES
22.1 Change Direction. Customer may at any time, through written
notification, require a reduction or addition of work, or otherwise
require changes within the scope of this Agreement. If such change
causes an increase or decrease in the cost or, or the time required for
performance of, this Agreement, or otherwise affects any other
provision of this Agreement, an equitable adjustment shall be made in
the Price or time for performance, or both, or in such other provisions
of this Agreement as may be affected, and the Agreement shall be
modified in writing accordingly.
22.2 Change Proposals. Within ten (10) days from the receipt by Contractor
of the notification of change, or such other time as agreed by the
Parties, Contractor shall submit its proposal for equitable adjustment
in writing to the Customer. Such proposal shall set forth a description
of the effort required by the changes, a description of any products or
components that will be made excess due to the change, the proposed
adjustments to Price or schedule or other affected provisions of this
Agreement and a justification for the proposed change in Price.
22.3 Contractor Notification. In the event that Contractor perceives that
any action or inaction on the part of LKE constitutes a change to this
Agreement, Contractor shall so notify LKE in writing within ten (10)
days of the occurrence of such action or inaction. Such notification by
Contractor shall specifically state the action or inaction that
constitutes a change, the impact to this Agreement and any terms and
conditions and shall also contain a proposal for an equitable
adjustment in the Price of schedule or other affected provisions of
this Agreement. LKE shall respond to Contractor within seven (7) days
of receipt of Contractor's notification, and shall either confirm that
the action or inaction constitutes a change to the proposal and proceed
with modifying this Agreement per Paragraph 22.2 above, or LKE shall
advise that it does not consider such stated action or inaction to
constitute a change to this Agreement. In the event that the Parties
fail to agree whether the action or inaction constitutes a change, it
shall be considered a Dispute under Article 18 entitled "DISPUTE
NEGOTIATION."
ARTICLE 23
PARTIAL INVALIDITY
23.1 Interpretation. Whenever possible, each provision of this Agreement
shall be interpreted in such a way as to be effective, valid and
enforceable under applicable law.
23.2 Severability. If for any reason a provision of this Agreement is held
to be ineffective, invalid or unenforceable under applicable law, then
such provision shall be ineffective, invalid or unenforceable only to
the extent of such prohibition or impairment under applicable law,
without rendering ineffective, invalid or unenforceable the remainder
of such provision or other provisions of this Agreement.
23.3 Replacement. If for any reason a provision of this Agreement is held to
be ineffective, invalid or unenforceable under applicable law, then
such provision shall be replaced by a mutually acceptable provision
which, being effective, valid and enforceable, comes closest to the
intention of the Parties underlying the ineffective, invalid or
unenforceable provision.
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ARTICLE 24
EXPORT REQUIREMENTS
24.1 Contractor and Customer agree that all exports of goods and data made
pursuant to this Agreement shall be in strict compliance with all laws,
rules and regulations of the United States regarding exportation and
re-exportation of technical data including the United States Department
of State International Traffic in Arms Regulations (ITAR) and the
export regulations of the United States Department of Commerce.
ARTICLE 25
PUBLIC RELEASE OF INFORMATION
25.1 Except as required by law or regulation, no news release, public
announcement, or advertising material concerned with this Agreement
shall be issued by either Party without prior written consent of the
other Party. Such consent shall not be unreasonably withheld. All
releases shall be coordinated between both Parties.
ARTICLE 26
WAIVER
26.1 No Waiver. No waiver, alteration or modification of any of the
provisions of this Agreement shall be binding on either Party unless
evidenced by a written notice or amendment signed by an authorized
representative of the Party to be bound. Failure by either Party to
insist on performance of any of the terms or conditions herein, or the
exercise of any right or privilege, or the waiver of any breach
hereunder shall not thereafter operate to waive any other terms,
conditions, privileges, or breaches whether of the same or similar
kind.
ARTICLE 27
AMENDMENTS
27.1 Amendments. Unless specified elsewhere in this Agreement, this
Agreement may not be modified except by written amendment agreed upon
by both Parties and signed by duly authorized representatives of both
Parties.
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ARTICLE 28
ENTIRE AGREEMENT
28.1 Entire Agreement. This Agreement supersedes all communications,
negotiations, and other agreements either written or oral, relating to
the subject matter of this Agreement and made prior to the effective
date of this Agreement, unless the same are expressly incorporated by
reference into this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
in duplicate as of the day and year set forth above.
INTEGRATED SPACE SYSTEMS, INC. LOCKHEED KHRUNICHEV ENERGIA
INTERNATIONAL INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
------------------------- -------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: President
----------------------- Title: Manager, Business Operations
----------------------------
Date: 10 December 1998
------------------------ Date: 9 December '98
-----------------------------
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EXHIBIT A
STATEMENT OF WORK
TO
PERFORM
INTERNATIONAL LAUNCH SERVICES
MISSION INTEGRATION SUPPORT
DATED 7 DECEMBER 1998
BETWEEN
INTEGRATED SPACE SYSTEMS INC.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
AND
LOCKHEED ▇▇▇▇▇▇ CORPORATION
INTERNATIONAL LAUNCH SERVICES
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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1.0 Scope
---------
This STATEMENT OF WORK includes all tasks, material acquisition and facility
definitions required to be performed by ISS in support of PROGRAM. ISS shall
provided engineering technical analysis in support of the International Launch
Services departments.
2.0 Tasks Description for Mission Integrator
--------------------------------------------
2.1 Requirements
Each Engineer must possess a broad knowledge of spacecraft to launch vehicle
interfaces. These interfaces will included: mechanical / electrical interfaces,
adaptor structures, with analysis in the areas of thermal, dynamics,
performance, separation, and experience in launch base operations / processing.
2.2 Responsibilities
o Coordination of Khrunichev analyses and design tasks in support of the
Launch Vehicle interface.
o Preparation and participation in all technical meetings and design reviews
domestically and in Moscow.
o Maintain ICD's, action item lists and program schedules.
o Participate in pre-launch campaign support in Moscow.
2.3 Unique Responsibilities
o Participate in launch campaign support at the launch site, Baikonur
Cosmodrome.
3.0 Individuals Assigned as Mission Integrators
-----------------------------------------------
The following individual has been assigned under this Contract as Mission
Integrator:
▇▇. ▇▇▇▇ ▇▇▇▇▇
LKE may at its discretion request a change in the above individual with a thirty
day notice.
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