EXHIBIT 10.3
CONTRACT
C262RS
BETWEEN
MOTOROLA, INC.
GOVERNMENT AND SYSTEMS TECHNOLOGY GROUP
AND
SOFTWARE TECHNOLOGY, INC.
IN SUPPORT OF THE
IRIDIUM(R) COMMUNICATIONS SYSTEM
FEBRUARY 7, 1994
------------------------------
IRIDIUM is a registered trademark and service ▇▇▇▇ of Iridium, Inc.
TABLE OF CONTENTS
PREAMBLE................................................................... 4
RECITALS................................................................... 4
CLAUSES.................................................................... 4
1. DESCRIPTION OF WORK.............................................. 4
2. PERFORMANCE SCHEDULE............................................. 6
3. PRICE AND PAYMENT................................................ 6
4. INVOICES......................................................... 6
5. AUTHORIZED REPRESENTATIVES....................................... 6
6. GENERAL TERMS AND CONDITIONS..................................... 7
7. EXHIBITS......................................................... 7
8. ORDER OF PRECEDENCE.............................................. 7
9. KEY PERSONNEL.................................................... 8
10. DEVELOPMENT OF COPYRIGHTABLE WORKS AND SOFTWARE.................. 8
11. PROPRIETARY INFORMATION.......................................... 8
12. CODE OF CONDUCT.................................................. 9
13. DEVELOPMENT AND OWNERSHIP OF OS/COMET ENHANCEMENTS............... 9
14. OS/COMET SOFTWARE SOURCE CODE IN ESCROW.......................... 9
15. BACKGROUND INTELLECTUAL PROPERTY DESCRIPTION..................... 9
16. ASSIGNMENT OF COPYRIGHTS......................................... 10
17. TERMINATION OF LETTER CONTRACT................................... 10
18. MODIFICATION OF GENERAL TERMS AND CONDITIONS..................... 10
19. RELATIONSHIP WITH OTHER AGREEMENTS............................... 11
20. EFFECTIVE DATE................................................... 11
SIGNATURES................................................................. 11
EXHIBITS
GENERAL TERMS AND CONDITIONS....................................... PREPRINTED
KEY PERSONNEL LIST........................................................ B-1
COPYRIGHT ASSIGNMENT...................................................... C-1
Page 2
OS/COMET DEFINITION....................................................... D-1
MOTOROLA CODE OF CONDUCT.................................................. E-1
OS/COMET SOFTWARE SITE LICENSE AGREEMENT.................................. F-1
MAINTENANCE SUPPORT....................................................... G-1
DELIVERABLES AND DELIVERY SCHEDULE........................................ H-1
PRICES AND PAYMENT SCHEDULE............................................... I-1
STATEMENT OF WORK - BUILD 2............................................. J.1-1
Page 3
PREAMBLE
This contract is entered into between Motorola, Inc., acting through the
Satellite Communications Division of the Government and Systems Technology
Group, (hereinafter "Motorola"), a Delaware corporation with offices located at
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, and Software Technology,
Inc. (hereinafter "STI"), a Florida corporation with offices located at ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
RECITALS
WHEREAS, Motorola is developing a global personal communications system
known as the IRIDIUM Communications System that will use a constellation of
satellites in low-earth orbit, and a number of "gateway" surface facilities in
various countries around the world that will link the satellites with the
public-switched telephone network; and,
WHEREAS, Iridium, Inc., a privately-owned Delaware corporation is intended
to become the owner/operator of the Space System portion of the IRIDIUM
Communications System; and,
WHEREAS, Motorola and Iridium, Inc. executed an IRIDIUM Space System
Contract which is intended to function as the mechanism whereby Motorola will
sell to Iridium, Inc. the Space System portion of the IRIDIUM Communications
System; and,
WHEREAS, Iridium, Inc. and Motorola have executed an IRIDIUM Communications
System Operations and Maintenance Contract, whereby Motorola will operate and
maintain the IRIDIUM Space System for a period of five years following
completion of the Space System Contract; and,
WHEREAS, Motorola intends to supply various Gateway configurations under
separate contracts with operators of IRIDIUM Gateways; and,
WHEREAS, this Contract is intended to function as the vehicle by which STI
shall provide Satellite and Ground Control Software for the System Control
Segment of the IRIDIUM Communications System as a subcontractor to Motorola
under the aforementioned Contracts; and,
NOW, THEREFORE, in consideration of the foregoing, Motorola and STI (the
"Parties") agree as follows:
CLAUSES
1. DESCRIPTION OF WORK.
(a) STI shall license the OS/COMET software described in OS/COMET
Definition, Exhibit D, under terms of the mutually agreed to OS/COMET Software
Site License Agreement, Exhibit F. As Contract Line Item Number (CLIN) 1.1, STI
shall install OS/COMET Release 2.1 on Motorola's designated computer platform in
accordance with the provisions of Exhibit J.1, Statement of Work - SGC Build 2.
(b) As CLIN 1.2, STI shall provide Maintenance Support for the OS/COMET
software in accordance with the provisions of Exhibit G, "Maintenance Support".
(c) STI shall provide, on a firm-fixed-price basis, the necessary labor,
materials, personnel, facilities and services required to design, develop,
manufacture, test and deliver Satellite & Ground Control ("SGC") software. The
SGC software to be provided under this Contract shall be accomplished under
tasks, otherwise known as Software Builds (sequentially numbered 2
February 7, 1994 Page 4
through 6), which shall be defined, negotiated, and authorized on an incremental
basis. Each Software Build undertaken shall be in accordance with its own
Statement of Work (SOW). As Software Builds are defined and negotiated, an
amendment to this Contract authorizing the work, and defining prices, payments,
and delivery schedules for the particular Software Build shall be executed.
(i) As CLIN 2.1, STI shall provide SGC Software Build 2 in accordance
with Exhibit J.1, Statement of Work - SGC Build 2;
(d) Motorola and STI are in agreement that Design-To-Cost (DTC) principles
will be applied to ensure that Motorola receives the best and most useful
Satellite and Ground Control (SGC) software application that can be delivered
for the price. The following list of DTC principles shall be applied as
guidelines for Motorola and STI to follow in achieving the desired SGC
capability:
(i) The overall DTC objective is to deliver all SGC Software Builds
(2 thru 6) for an aggregate price for all Software Builds not to
exceed U.S. $10,100,000.
(ii) For purposes of these DTC principles, the total scope ("Baseline
Capability") of the SGC software development is defined by (1)
the System Control Segment Control Facility Software
Capabilities Description, dated October 6, 1993, as modified
and/or supplemented by: (2) the SCS Control Facility I&T Plan,
PLN E0002.SCS.(3) the SCS Build for Systems Builds 1, 2, 3,
dated August 4, 1994 and (4) the "Features Matrix" for Build 2.
(iii) STI is expected to provide domain expertise in its design of the
SGC software, wherein STI will derive specific design
requirements from the higher-level requirements provided by
Motorola in the SOW and the "Features Matrix" or the BO
Specification (when it replaces the "Features Matrix") for each
Software Build. STI shall be responsible for performing trade-
off of SGC capabilities and implementation approaches versus
cost, leading to development and delivery of SGC software that
most completely satisfies Motorola's requirements within the DTC
objective specified in subparagraph (i) above and within the
firm-fixed price for the specific Software Build.
(iv) As the SGC software design evolves, its cost, schedule and
capability shall be assessed as a part of the Top Level Design
Reviews (TLDR) for each Software Build. Whenever in Motorola's
opinion the current design in estimated to exceed stated cost or
schedule requirements or it is determined by Motorola that the
current design will not meet Motorola's Baseline Capability
requirements, STI shall perform analyses and trade-off at the
direction of and in consultation with Motorola, to determine the
design or other changes, if any, necessary to meet Motorola's
requirements.
(v) If Motorola has introduced, or caused to be introduced, changes
which require features or capabilities which exceed, or are less
than, those specified in the Baseline Capability, Motorola, with
support from STI, shall conduct impact analyses and either
adjust the DTC objective to a new mutually agreed upon
objective, or adjust the mix of requirements in the Baseline
Capability (with STI's concurrence) so that the DTC objective is
reasonably achievable.
(vi) STI shall establish and maintain vigorous communications with
key Motorola technical and contracting personnel to thoroughly
and effectively communicate
February 7, 1994 Page 5
Contract C262RS
the nature and impact of design changes that result from the
considerations outlined above.
(e) STI shall collocate sufficient Systems Engineers and Project
Management personnel with the SGC Product Team in Motorola's Chandler, Arizona
facilities to satisfy Software Build SOW's. Motorola shall provide STI personnel
who are required to be on-site at Motorola's Satellite Communications Division
facilities at Chandler, Arizona with office space, telephone and other
facilities reasonably required for the performance of the tasks associated with
a Software Build SOW.
2. PERFORMANCE SCHEDULE
(a) For SGC Software Build 2 STI shall perform all work hereunder and
deliver the Goods, Documentation and Services of Contract Line Item Numbers
(CLIN's) 1.1 through 2.1 as required by the Statement of Work - SGC Build 2,
Exhibit J.1, in accordance with the performance schedule in Exhibit H,
Deliverables and Delivery Schedule.
3. PRICE AND PAYMENT.
(a) SGC Software Build 2. For complete and timely delivery of the Goods,
Documentation and Services specified in CLIN(s) 1.1 through 2.1, Motorola shall
pay STI the firm-fixed-prices specified in Exhibit I, Prices and Payment
Schedule.
4. INVOICES
Invoices for payment shall be sent to Motorola at the following address:
MOTOROLA, Inc.
Government and Systems Technology Group
Accounts Payable
▇.▇. ▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
A copy of each invoice shall be sent concurrently to Motorola's Contracting
Representative.
5. AUTHORIZED REPRESENTATIVES.
(a) The only representatives of Motorola and STI authorized to make
changes to this Contract and to sign contractual documents (the "Contracting
Representatives") are the following:
MOTOROLA SOFTWARE TECHNOLOGY, INC.
Satellite Communications Division
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
February 7, 1994 Page 6
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇, Mail Stop G1153 Attn: ▇▇▇ ▇▇▇▇▇▇▇
Strategic Business Manager Secretary/Treasurer
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇)▇▇▇-▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇ FAX: (▇▇▇) ▇▇▇-▇▇▇▇
Alternate: Alternate:
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇, Mail Stop G1153 Attn:
Strategic Business Manager
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone:
FAX: (▇▇▇) ▇▇▇-▇▇▇▇ FAX:
(b) Either Party may change its aforementioned representatives at any time
by providing written notice to the other Party.
6. GENERAL TERMS AND CONDITIONS
MOTOROLA'S GENERAL TERMS AND CONDITIONS OF PURCHASE FOR THE IRIDIUM
COMMUNICATIONS SYSTEM (Apr 94) attached hereto as Exhibit A shall govern this
Contract, except to the extent expressly modified herein. Provisions of this
Contract shall be referred to as "Clauses" and provisions of Exhibit A shall be
referred to as "Articles."
7. EXHIBITS
The following Exhibits attached hereto are hereby incorporated by reference
into this Contract:
Exhibit A Motorola's General Terms and Conditions of Purchase for the
IRIDIUM Communications System (Apr 94).
Exhibit B Key Personnel List
Exhibit C Copyright Assignment
Exhibit D OS/COMET Definition
Exhibit E Motorola Code of Conduct
Exhibit F OS/COMET Software License Agreement
Exhibit G Maintenance Support
Exhibit H Deliverables and Delivery Schedule
Exhibit I Prices and Payment Schedule
Exhibit J.1 Statement of Work - SGC Build 2
8. ORDER OF PRECEDENCE
In the event of any inconsistency among or between the parts of this
Contract, such inconsistency shall be resolved by giving precedence in the order
of the parts as set forth below:
(a) These Contract Clauses
(b) Exhibit A, General Terms and Conditions of Purchase
February 7, 1994 Page 7
(c) Exhibit J.1, Statement of Work - SGC Build 2
(d) Exhibit H, Deliverables and Delivery Schedule
(e) Exhibit I, Prices and Payment Schedule
(f) Exhibit F, OS/COMET Software License Agreement
(g) Exhibit C, Copyright Assignment
(h) Exhibit D, OS/COMET Definition
(i) Exhibit G, Maintenance Support
(j) Exhibit B, Key Personnel List
(k) Exhibit E, Motorola Code of Conduct
9. KEY PERSONNEL.
It is understood that the key STI personnel assigned to this work and
identified in Exhibit B are essential to the successful completion of the work
hereunder and that they shall not be reassigned or replaced except upon unusual
and pressing changes in business conditions. STI shall notify Motorola ten (10)
days prior to reassignment or replacement of any key personnel. All changes in
key personnel must be pre-approved by Motorola. Any replacement of key
personnel must be with personnel who are equally knowledgeable and capable.
10. DEVELOPMENT OF COPYRIGHTABLE WORKS AND SOFTWARE.
(a) If the work identified in Clause I, Description of work, of this
Contract includes the development of copyrightable works, including software, to
be created in whole or in part by STI and or its Subcontractors, such
copyrightable works are works for hire for Motorola. Such copyrightable works
are and shall be the exclusive property of Motorola, in which Motorola has all
rights, title and interest, including copyright renewal rights.
(b) STI does not have and shall not be deemed to have any rights, title,
or interest in such copyrightable works or in software developed under this
Contract whether under trade secret, copyright, patent or other intellectual
property laws.
(c) STI will not disclose copyrightable works or software developed
hereunder to third parties unless the disclosure is specifically authorized in
writing by Motorola.
(d) STI will assist Motorola and its nominees in every reasonable way
during and subsequent to the term of this Contract (at Motorola's request and
expense) to obtain for Motorola or its nominee's benefit, copyrights or other
forms of legal protection on such works throughout the world.
11. PROPRIETARY INFORMATION.
The Parties have executed a Mutual Non-Disclosure Agreement ("NDA"), dated
21 February 1991 and amended 19 March 1993. For purposes of this Contract,
Article 10 of the "General Terms and Conditions of Purchase" dated April, 1994
(Exhibit A), entitled "Intellectual Property Rights", shall suspersede the NDA.
Otherwise. The NDA shall remain in full force and effect.
February 7, 1994 Page 8
12. CODE OF CONDUCT.
Notwithstanding STI's status as an independent contractor, STI agrees that,
with respect to all work performed under or related to this Contract, STI will
comply with all applicable provisions of the Motorola CODE OF CONDUCT (CODE),
Exhibit E hereof. Should STI require interpretation of any section of the CODE
or its application to any specific situations, STI shall contact Motorola's
Senior Counsel, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, at ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (602)
732-3181. STI agrees to identify and hold Motorola harmless of, from, for and
against all claims or damages arising from its failure to comply with this
provision.
13. DEVELOPMENT AND OWNERSHIP OF OS/COMET ENHANCEMENTS.
STI understands and agrees that STI shall find, independently from this
Contract funding, and develop features and/or enhancements identified as
OS/COMET Release 2.1. These features shall be incorporated as part of the
OS/COMET product as offered for sale to the general public. STI
further understands and agrees that the development of these features and
enhancements and their incorporation into the OS/COMET software is of critical
importance to Motorola. STI further agrees that these features and enhancements
shall be made available to Motorola as part of the SGC software in accordance
with the schedule identified in Exhibit H, Deliverables and Delivery Schedule.
14. OS/COMET SOFTWARE SOURCE CODE IN ESCROW.
(a) STI hereby agrees to place OS/COMET software source code and any
related documentation in escrow with a mutually acceptable, United States of
America based, software escrow agent. Further, STI shall agree that the
agreement with the escrow agent provides for release of the source code and
related documentation to Motorola under the following conditions.
(i) STI is unwilling or unable to support or maintain the OS/COMET
software in breach of the provisions of this Contract; or
(ii) STI, as a corporation, is declared bankrupt or is dissolved; or
(iii) this Contract is terminated for Default under the provisions of
Article 21, Default, or the General Terms and Conditions of
Purchase (Exhibit A), or
(iv) if the ownership of a majority of the outstanding shares of
stock of STI is acquired by a third party (either by a change
or series of changes is such ownership) and such third party
indirectly competes with Motorola in terrestrial or space-based
cellular communications.
(b) The period for which OS/COMET software and related documentation,
including updated source code and related documentation corresponding to any new
product releases which STI may from time to time produce, shall be maintained in
escrow for a minimum of nine (9) years from the date of this Contract. Motorola
may, solely at its option, elect to cancel the requirement for this Escrow
Account at any time prior to the expiration of this nine (9) year period.
15. BACKGROUND INTELLECTUAL PROPERTY DESCRIPTION.
Exhibit D, entitled "OS/COMET definition", contains a description of the
OS/COMET software, associated layered applications, and related documentation
constituting the OS/COMET software as of the date of this Contract. This
description shall serve as further definition of the "Background Intellectual
Property" as described in Article 10, Intellectual Property Rights, of the
February 7, 1994 Page 9
General Terms and Conditions of Purchase (Exhibit A). As new product releases of
OS/COMET are made by STI, STI shall provide an updated and current list to
Motorola for incorporation into Exhibit D.
16. ASSIGNMENT OF COPYRIGHTS.
Upon completion and delivery of the Software Builds and associated
documentation constituting the SGC software, described in a Software Build SOW,
STI agrees to provide a complete description of the software and documentation
constituting each Software Build which will be incorporated into a Copyright
Assignment (Exhibit C). STI further agrees to execute a Copyright Assignment for
each Software Build, of the form contained in Exhibit C upon the request of
Motorola.
17. TERMINATION OF LETTER CONTRACT
This Contract constitutes the definitive contract referenced in Paragraph
4, entitled "Negotiation", of Letter Contract No. C262RS between the Parties
dated 30 March 1994. Consequently, upon execution of this Contract, said Letter
Contract shall terminate and is hereby superseded by this Contract, no further
payments shall be made by Motorola to STI and no further claims shall be made by
STI under said Letter Contract.
18. MODIFICATION OF GENERAL TERMS AND CONDITIONS
Motorola's General Terms and Conditions of Purchase for the IRIDIUM
Communications System (Apr 94), Article 17, Warranty, paragraph (a) is hereby
modified in its entirety to read:
"Seller warrants that it has title to the Goods, Documentation and
Services delivered under this Contract. In addition, except for the
last SGC Software Build to be delivered under the Contract, Seller
warrants that for the period from acceptance by Motorola of a SGC
Software Build for introduction into the SCS Integration & Test Phase
through final acceptance by Motorola of the subsequent SGC Software
Build (completion of the SCS I&T phase for that subsequent SGC
Software Build), all Goods, Documentation and Services delivered
hereunder, including all components and materials included therein,
will be free from defects in material and workmanship, will be fit and
sufficient for the purpose intended, will be merchantable, and will
meet and comply with all requirements of all samples, drawings and
specifications referred to or incorporated by reference herein. For
the last SGC Software Build to be delivered hereunder, the preceding
warranty shall apply for a period of 4 months following final
acceptance by Motorola of the SGC Software Build. If Seller is
responsible for the design of the Goods, Documentation and Services,
Seller further warrants that the goods will be free from defects in
design. Seller further warrants that the Goods, Documentation and
Services ordered hereunder will be done by careful, efficient
and qualified workers in the best and most workmanlike manner and that
the Goods, Documentation and Services will conform to the requirements
hereof and to the highest standards applicable in the field. The
foregoing provisions shall survive acceptance and shall extend equally
to Motorola and its customers."
February 7, 1994 Page 10
19. RELATIONSHIP WITH OTHER AGREEMENTS
The following agreement, soon to be executed, relates to the effort
described herein. The rights and responsibilities of the parties within this
related agreement is set forth within the separate and independent agreement.
Professional Services Agreement C300RS, dated May 5, 1994.
20. EFFECTIVE DATE
This Contract shall be deemed effective as of February 7, 1994.
SIGNATURES
IN WITNESS WHEREOF, the authorized representatives of the Parties have
executed this Contract by signing below.
MOTOROLA, INC. SOFTWARE TECHNOLOGY, INC.:
Satellite Communications Division:
BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------- ------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Strategic Business Manager Secretary/VP Advanced Programs
February 7, 1994 Page 11