SERVICES AGREEMENT
SATCOM SYSTEMS, INC.
dba AGIOSAT GLOBAL COMMUNICATIONS
SERVICES
AGREEMENT
Proprietary and Confidential
This document contains data and information proprietary to SatCom System, Inc. This document
shall not be disclosed, disseminated, or reproduced in whole or in part without the express written
authorization of SatCom Systems, Inc.
Form February 2007
04/18107
Services Agreement
TABLE OF CONTENTS
] DEFINIT'TONS... .......... ....
2AGIOSAT SERVICES..
WA YMENTrERMS. .
4STATEMFN'r OF WORK
5CERTAIN PROPERTY RIGHTS..
6TERM AND TERMINATION.
..............................................................................................................J
........ ..............2
.......... 2
1
.............. ............... ......... 3
...... . ...... . . ............................................... ..................4
7LIMITATlON OF LIABILITY.. ....... ..... . ...... ...... ............................................ ........... ........... ........5
8WAIVER OF CONSEQUENTIAL AND OTHER DA.MAGES ..... ..................................... ....5
9CONF I D ENTIAL INFO RTvIATION.. .......... .......... ................................. ...... ........... ........... ...........................5
1 OlNDEMNIFICA TION.................... .... .... ........ ..... ........ ...... ................................................................6
IIRELATIONSHIP OF PARTIES.................................................................................................................. 6
12COMPLIANCE WITH LA WS.. ................... ............. .......... ...... ....................................... .................. 6
13MAINTENANCE................................................................................ ........................................................7
14EFFECTIVE DATE........ .......... ................... ........ .... . . ...... . ........ .......... .............................................. 7
15MISCELLAN EOIJS..................................................................................................................................... 7
...... ...................................... .............
...... ..... ....... ....
........ .......... ................................
Form February 2007
Confidential
04/18/07
Exhibit A
Exhibit B
Exhibit C
Exhibit 0
Exhibit F
Form February 2007
Confidential
Services Agreement
LIST OF EXHIBITS
LOCA TION OF SERVICES/INITIAL TERM/NOTICE
STATEMENT OF WORK
SERVICES PRICING
WARRANTY PERIODS
SITE INFORMATION
ii
04/18/07
WHEREAS, Agiosat provides satellite-based network connectivity and services;
WHEREAS, Customer wishes to receive services provided by Agiosat;
NOW, THEREFORE, the parties hereby agree asfollows:
DEFINITIONS
1.1 "Confidential Information" means confidential or propriety information related to the Disclosing
Party's technology or business that the Receiving Party learns in connection with this Agreement
and any other confidential and proprietary information received from the other, including without
limitation, to the extent previously, currently or subsequently disclosed to the Receiving Party
hereunder or otherwise: information relating to products or technology of the Disclosing Party or
the properties, composition, structure, use or processing thereof, or systems therefore, or to the
Disclosing Party's business (including, without limitation, computer programs, code, algorithms,
schematics, data, know-how, trade secrets, processes, ideas, inventions (whether patentable or
not), names and expertise of employees and consultants, all information relating to customers and
customers and customer transactions and other technical, business, financial, customer and
product development plans, forecasts, strategies and information) and documentation, procedures,
instructions and reference material used by Agiosat in providing the Service; provided that
Confidential Information shall not include information the Receiving Party can document (i) is in
or (through no improper action or inaction by the Receiving Party or its Customers, agents or its or
their employees) enters the public domain and is readily available without substantial effort or (ii)
was rightfully in its possession or known by it prior to receipt from the Disclosing Party, or (iii)
was rightfully disclosed to it by another person without restriction, or (iv) was independently
developed by it by persons without access to such information and without use of any Confidential
Information.
1.2 "Customer Support Center" means the Agiosat facility that provides telephone-based technical
support for Services.
1.3 "Customer System" means Customer's services, facilities and related equipment served from the
location listed in Exhibit A.
1.4 "Disclosing Party" means the party who makes Confidential Information available to the
Receiving Party.
1.5 "Documentation" shall have the meaning set forth in Section 5.1.
1.6 "Effective Date" shall have the meaning set forth in Section 14.1.
1.7 "Initial Term" commences from the Launch Date and continues for the agreement duration as
specified in Exhibit A.
1.8 "IP" means the Internet Protocols defined in RFC-791 by John Postell, dated 1981, as amended or
revised.
1.9 "Launch Date" means the date on which the first Agiosat system is operating in accordance with
Agiosat standards as demonstrated by successfully accessing the remote unit.
1.10 "Network Operations Center" means the Agiosat facility providing network monitoring and
remedial network corrections.
1.11 "Outage" means (a) the inability to transmit or receive IP data traffic over the Agiosat satellite
link, and (b) the inability to transmit or receive IP data traffic to and from the Internet.
1.12 "Outage Information" shall have the meaning set forth in Section 13.3.
1.13 "Receiving Party" means the party who has access to Confidential Information of the Disclosing
Party .
1.14 "Recurring Monthly Service Charge" shall be equal to the amount set forth in Exhibit C.
1.15 "Scheduled Maintenance" shall have the meaning set forth in Section 13.1.
1.16 "Services" means those Services specified in Exhibit C.
1.17 "Software" shall have the meaning set forth Section 5.1.
2 AGIOSAT SERVICES
2.1 Commencing on Launch Date, Agiosat shall provide Customer with the Services.
2.2 Customer shall be responsible for payment of the Recurring Monthly Service Charge set forth in
Section 3.1.
3 PAYMENT TERMS
3.1 Service Char&es: Customer shall pay to Agiosat the following Service charges in accordance with
the following provisions:
3.1.1 Within five (5) days of the execution of this Agreement, payment in the amount as
specified in Exhibit C for the Recurring Monthly Service Charge will be due; provided,
that receipt equal to two (2) times the Recurring Monthly Service Charge shall be in lieu
of the first and final payments of the Recurring Monthly Service Charge that would
otherwise be payable by Customer.
3.1.2 Commencing on the Launch Date, the Recurring Monthly Charge will be billed by
invoice to Customer monthly in advance.
3.1.3 Charges for Non-recurring services will be billed by invoice on the first of the month
following delivery of the service.
3.1.4 In the event that Launch Date is delayed, prevented, restricted or interfered with by
reason other than Force Majeure, as described in Section 15.8, for more than thirty (30)
calendar days after Customer's receipt of Equipment, Agiosat will commence invoicing
the Customer for the Recurring Monthly Charge thirty (30) calendar days after
Customer's receipt of Equipment.
3.2 Payment Obli~ations. Except as otherwise provided in this Agreement, payments by Customer
shall be due within twenty (20) days of the date of any invoice delivered to Customer pursuant to
this Agreement. If payment is not received within fifteen (15) days after the due date thereot~ and
subsequent to a five day written notification of default, Agiosat shall have the right to terminate
Services without further notification and shall have the right to add and collect, and Customer
agrees to pay, a late charge equal to the lesser of the amount of payment due times (a) the rate of
twelve per cent per annum, or (b) the maximum rate allowed by law. Agiosat may apply any
payments received first against the oldest outstanding invoices.
3.3 Taxes and Fees. Agiosat's prices do not include any foreign, national, state or local sales, use,
value added or other taxes or levies that Agiosat may be required to payor collect upon the
delivery of Services or upon collection of the prices; provided, however, that Agiosat shall be
responsible for its corporate and income taxes. In the event Agiosat pays any taxes or fees on
behalf of Customer, Customer shall reimburse Agiosat for such fees and taxes. Customer
represents and warrants to Agiosat that all Services acquired hereunder are for redistribution in the
ordinary course of Customer's business, and Customer agrees to provide Agiosat with appropriate
resale certificate numbers and other documentation satisfactory to the applicable taxing authorities
to substantiate any reasonable claim of exemption from any such taxes or fees.
4 STATEMENT OF WORK
4.1 Agiosat and Customer shall be responsible for activities as specified in Exhibit B.
5 CERTAIN PROPERTY RIGHTS
5.1 Limited Software License. Agiosat hereby grants to Customer, for the term ofthis Agreement, a
non-exclusive, non-transferable, non-sub licensable right and license to use the software
incorporated in the Equipment and Services, in object code form only (the "Software"), and
related product manual and other documentation (collectively, the "Documentation"), solely in
accordance with the applicable end user license agreement covering such Software.
5.1.1 The Software and Documentation licensed hereunder is proprietary to Agiosat. Customer
shall not receive any title or ownership rights to such Software or Documentation.
Customer acknowledges that it will receive solely the object code and operation manuals
for the Software, and will not receive nor be entitled to source code or other materials
associated with the design and creation of the Software.
5.1.2 Customer shall not copy, in whole or in part, any Software or Documentation provided by
Agiosat, whether in the form of computer tape, disk, printed or other form; provided,
however, that Customer may make copies of each version of Software licensed hereunder
solely for archival backup purposes. Customer agrees that it shall not decompile, reverse
engineer or otherwise attempt to gain access to the source code of the software.
5.1.3 Customer agrees not to provide, disclose or otherwise make available the Software or
Documentation to any person other than Customer or agents of the Customer. Customer
further agrees to take reasonable steps to safeguard copies of Software and
Documentation against disclosure to or use by unauthorized persons, and to take reason-
able steps to ensure that the provisions of this Agreement are not violated by Customer's
employees.
5.1.4 Customer shall have no right to make any alterations, modifications, improvements, or
enhancements to, or derivative works of, the Software.
5.1.5 Customer agrees that it wiII affix, to all copies of the Software and Documentation, the
form of copyright notice and other proprietary notices as designated by Agiosat.
5.2 Property Right<; Limitations. Agiosat or its respective licensors and third party information and
content providers retain all rights, title and interest in and to the Software (and all copies,
derivative works and portions thereof, whether or not incorporated into or with other software or
hardware), and related information, content, data, designs, materials and all copyrights, patent
rights, trademarks rights, trade secret rights and other proprietary rights thereto provided by it
pursuant to this Agreement. Except as expressly provided therein, no other right or license with
respect to any copyrights, patent rights, trademark rights or other proprietary rights is granted
under this Agreement. All rights not expressly granted hereunder by a party are expressly
reserved to such party and its licensors and information and content providers.
6 TERM AND TERMINATION
6.1 This Initial Term of this Agreement shall commence and all obligations hereunder shall become
binding on Agiosat and Customer on the Effective Date, unless this Agreement is terminated
pursuant to Section 6.1, this Agreement shall remain in full force and effect for the Initial Term
and thereafter until terminated pursuant to Section 6.3.
6.2 This Agreement may be terminated by Agiosat for cause upon the occurrence of any of the
following events:
6.2.1 If the Customer ceases to do business or otherwise terminates its business operations,
except as a result of an assignment permitted under Section IS .2. If the Customer shall
fail to promptly secure or renew any material license, registration, permit, authorization
or approval for the conduct of its business in the manner contemplated by this Agreement
or if any such license, registration, permit, authorization or approval is revoked or
suspended and not reinstated within sixty (60) days;
6.2.2 Effective immediately and without notice if the Customer becomes, as determined solely
by Agiosat, insolvent or seeks protection under any bankruptcy, receivership, trust deed
creditors arrangement, composition or comparable proceeding, or if any such proceeding
is instituted against the Customer (and not dismissed within ninety (90) days); or
6.2.3 If the Customer materially breaches any material provision of this Agreement and fails to
substantially cure such breach within thirty (30) days of written notice describing the
breach.
6.3 Following the completion of the Initial Term, this Agreement, with the exception of the amount of
the Recurring Monthly Service Charge, shall remain in effect, but may be terminated by either
party upon thirty (30) days written notice to the other party. After the completion of the Initial
Term, the amount of the Recurring Monthly Service Charge shall be equal to Agiosat's then
current monthly rate for the provision of the Services.
6.4 Should Customer terminate this Agreement during the Initial term, other than as provided in
Section 6.1, Customer shall pay Agiosat the Monthly Recurring Service Charges specified in
Exhibit C for the remainder of the Initial Term.
6.5 Immediately upon termination of this Agreement, the Services shall be discontinued.
6.6 Sections I, 5, 7, 8, 9, 10, 11, 12, and 15 and, except as otherwise expressly provided herein, any
right of action for breach of this Agreement prior to termination, shall survive any termination of
this Agreement. Termination of this Agreement shall not relieve the parties of their obligations
due at the time of such termination. Without limiting the generality of the foregoing, termination
shall not relieve Customer of its obligation to pay for the Equipment already shipped nor any
obligation to pay any other amounts due under this Agreement.
7 LIMITATION OF LIABILITY
7.1 AGIOSAT SHALL NOT BE LIABLE FOR: (A) SERVICE IMPAIRMENTS CAUSED BY
ACTS WITHIN THE CONTROL OF CUSTOMER'S EMPLOYEES, AGENTS,
SUBCONTRACTORS, SUPPLIERS OR SUBSCRIBERS, (B) INTEROPERABILITY OF
SPECIFIC CUSTOMER OR SUBSCRIBER HARDWARE OR APPLICATIONS, (C)
INABILITY OF CUSTOMER OR ITS SUBSCRIBERS TO ACCESS OR INTERACT WITH
ANY OTHER SERVICE PROVIDER THROUGH THE INTERNET, OTHER NETWORKS OR
USERS THAT COMPRISE THE INTERNET OR THE INFORMATIONAL OR COMPUTING
RESOURCES A V AILABLE THROUGH THE INTERNET, (D) INTERACTION WITH OTHER
SERVICE PROVIDERS, NETWORKS, USERS OR INFORMATIONAL OR COMPUTING
RESOURCES THROUGH THE INTERNET, (E) SERVICES PROVIDED BY OTHER
SERVICE PROVIDERS, (F) FAILURE OF BACKBONE CONNECTIONS OR OTHER
PERFORMANCE IMPAIRMENTS CAUSED ELSEWHERE ON THE INTERNET, (G) ANY
DEFECT IN THE SATELLITE TRANSPONDER OR THE SATELLITE, OR (H) ANY
FAILURE OF THE SATELLITE TRANSPONDER TO PERFORM; (I) ANY FORCE
MAJEURE EVENTS PER PARAGRAPH 20.7 OF THIS AGREEMENT; (J) FOR LOSS OF
SERVICE DURING NETWORK MAINTENANCE PERIODS.
8 WAIVER OF CONSEQUENTIAL AND OTHER DAMAGES.
8.1 EXCEPT AS PROVIDED IN SECTION 9.3,AGIOSAT SHALL NOT BE LIABLE OR
OBLIGA TED UNDER THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE,
STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL,
INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST REVENUE, LOST
PROFITS, LOST OR DAMAGED DATA OR COST OF PROCUREMENT OF SUBSTITUTE
GOODS OR SERVICES.
9 CONFIDENTIAL INFORMATION
9.1 The Receiving Party agrees to use reasonable measures (including, without limitation all measures
the Receiving Party uses with respect to its own Confidential Information), to keep Confidential
Information confidential and not disclose or use except in performance of its obligations under this
Agreement. Neither party shall disclose the terms of this Agreement to any third party without the
prior written consent of the other party; provided that Agiosat may permit review of this
Agreement by third parties who are providing it with rent, debt or equity financing.
9.2 The Receiving Party shall use reasonable precautions to protect Confidential Information and
employ at least those precautions that such party employs to protect its own confidential or
proprietary information. The Receiving Party, with prior written notice to the Disclosing Party,
may, to the minimum extent possible, disclose such Confidential Information that is required to be
disclosed to a governmental entity or agency in connection with seeking any governmental or
regulatory approval, or pursuant to the lawful requirement or request of a governmental entity or
agency, provided that reasonable measures are taken to guard against further disclosure, including
without limitation, seeking appropriate confidential treatment or a protective order, or assisting the
other party to do so.
9.3 The Receiving Party acknowledges and agrees that due to the unique nature ofthe Contidential
Information, there can be no adequate remedy at law for any breach of its obligations hereunder,
that any such breach may allow the Receiving Party or third parties to unfairly compete with the
Disclosing Party resulting in irreparable harm to the Disclosing Party, and therefore, that upon any
such breach or any threat thereof, the Disclosing Party shall be entitled to appropriate equitable
relief in addition to whatever remedies it might have at law and to be indemnified by the
Receiving Party from any loss or harm, including without limitation, lost profits and attorney's
fees, in connection with any breach or enforcement of the Receiving Party's obligations hereunder
or the unauthorized use of release of any such Confidential Information. The Receiving Party will
notifY the Disclosing party in writing immediately upon the occurrence of any such unauthorized
release or other breach. Any breach of this Section 9 will constitute a material breach ofthis
Agreement.
10 INDEMNIFICATION
10.1 Each party shall defend, indemnify and hold harmless the other, its corporate affiliates and their
respective officers, directors, employees, and agents and their respective successors and assigns
from and against any and all claims, losses, liabilities, damages, and expenses (including, without
limitation, reasonable attorneys' fees), including without limitation, those based on contract or
tort, arising out of or in connection with a claim, suit or proceeding brought by a third party based
upon bodily injury (including death) or damage to tangible personal property (not including lost or
damaged data) arising from the negligent or intentional acts or omissions of the indemnifYing
party or its subcontractors, or the officers, directors, employees, agents, successors and assigns of
any of them. In the event that the indemnified party's or a third party's negligent or intentional
acts or omissions contributed to cause the injury or damage for which a claim of indemnity is
being asserted against the indemnifYing party hereunder, the damages and expenses (including,
without limitation, reasonable attorneys' fees) shall be allocated or reallocated, as the case may be,
between the indemnified party, the indemnifying party and any other party bearing responsibility
in such proportion as appropriately reflects the relative fault of such parties, or their
subcontractors, or the officers, directors, employees, agents, successors and assigns of any of
them, and the liability of the indemnifYing party shall be proportionately reduced.
10.2 The foregoing indemnification obligations are conditioned upon the indemnitied party promptly
notifYing the indemnifying party in writing of the claim, suit or proceeding for which the
indemnifying party is obligated under this Section, cooperating with, assisting and providing
information to, the indemnifYing party as reasonably required, and granting the indemnifYing
party the exclusive right to defend or settle such claim, suit or proceeding.
11 RELATIONSHIP OF PARTIES
11.1 The parties hereto expressly understand and agree that each party is an independent contractor in
the performance of each and every part of this Agreement, is solely responsible for all of its
employees and agents and its labor costs and expenses arising in connection therewith. Neither
party nor its agents or employees are the representatives of the other party for any purpose and
neither party has the power or authority as agent, employee or any other capacity to represent, act
for, bind or otherwise create or assume any obligation on behalf of the other party for any purpose
whatsoever.
12 COMPLIANCE WITH LAWS
12.1 Agiosat warrants that Services sold to Customer herein shall, when required, be in compliance
with the Rules and Regulations ofthe Federal Communications Commission. .
12.2 Except as set forth in Section 12.1 above, Customer shall obtain all licenses, permits and
approvals required by any government and shall comply with all applicable laws, rules, policies
and procedures including requirements applicable to the use of Equipment and Services under
telecommunications and other laws and regulations of any government or other competent
authority where the products are to be sold or deployed.
12.3 Each party hereby covenants that it shall not act in any fashion or take any action or permit or
authorize any action which will render the other party liable for a violation of the current u.S. law.
13 MAINTENANCE
13.1 Agiosat may provide routine network maintenance between 0100-0300 Eastern Time, each
Sunday, or at such times as it, in consultation with Customer, determines (the "Scheduled
Maintenance"). Such Scheduled Maintenance may have a disruptive impact on the continuity or
performance level of the Services.
13.2 In the event that Agiosat detects an Outage, Agiosat shall commence work and restore the
Services as expeditiously as commercially practicable. Agiosat will notify Customer of an Outage
as soon as possible.
13.3 In the event Customer experiences an Outage, Customer shall immediately notify Agiosat by
telephone at a number [to be provided in writing to Customer], or by such other means as the
parties may agree, and shall provide Agiosat any information known to Customer as to the cause
or diagnosis of the Outage (the "Outage Information"). Subject to the occurrence of a Force
Majeure event and availability of Customer (if necessary), Agiosat will respond and commence
work to restore the Services as safely and expeditiously as commercially practicable.
14 EFFECTIVE DATE
14.1 This Agreement shall become effective and the obligations hereunder shall become binding on the
date on which the last of the following events shall occur (the "Effective Date"):
(a) This Agreement is properly executed by both parties
(b) Agiosat has received from Customer advanced payment for the Recurring Monthly
Service Charge in the amount as specified in Exhibit C.
14.2 Upon completion of the events listed above, Agiosat shall notify Customer in writing confirming
the Effective Date of this Agreement.
14.3 In no event shall any obligation of Agiosat hereunder be enforceable against Agiosat until the
Effective Date has occurred.
15 MISCELLANEOUS
15.1 ~. All notices, requests, demands, and other communications pertaining to this Agreement
shall be in writing and shall be deemed duly given (a) when delivered personally (which shall
include delivery by Federal Express or other nationally recognized, reputable overnight courier
service that issues a receipt or other confirmation of delivery) to the party for whom such
communication is intended, (b) unless received earlier, five (5) business days after the date mailed
by certified or registered U.S. mail, return receipt requested, postage prepaid, addressed as set
forth in Exhibit A or as amended by notice pursuant to this Section, or (c) if transmitted by
facsimile, with a copy mailed on the same day in the manner provided in clause (b), when receipt
is confirmed by telephone.
15.2 Prohibition Against Assignment. This Agreement including its rights, licenses or obligations
hereunder, may not be assigned, encumbered by security interest or otherwise transferred by
Customer without prior written approval of the assignment by Agiosat which will not be
unreasonably withheld. Notwithstanding the foregoing, upon written notice to the other party,
either party may assign the right to receive payments due under this Agreement to a third party.
No assignment of this Agreement shall have the effect ofterminating this Agreement, unless
otherwise expressly provided herein. Any attempted assignment in violation of this Section will
be void and without effect. Subject to the foregoing, this Agreement will benefit and bind the
parties' successors and assigns.
15.3 Applicable Law: Attorney's Fees. This Agreement shall be governed by and construed in
accordance with the laws of the State of California without reference to conflict of law principles
thereof and without regard to the U.N. Convention on Contracts for the International Sale of
Goods. In any action to enforce this Agreement the prevailing party will be entitled to costs and
reasonable attorney's fees. Furthermore, this contract is entered into and payments hereunder are
sent to Burbank, California, including payments pursuant to its terms.
15.4 Cumulative Remedies: Termination of the Agreement, regardless of the cause or nature, shall be
without prejudice to any other rights or remedies of the parties and shall be without liability for
any loss or damage occasioned thereby Applicable Law.
15.5 Arbitration. (IA.) The parties shall submit all disputes relating to this Agreement whether
contract, tort, or both, other than controversies or claims relating to an injunction, to binding
arbitration in accordance with rules and regulations of Title 9 of the Code of California Code of
Civil Procedure And California Rules of Court, except as provided in paragraph B. below. The
parties understand that they are waiving their rights to ajury trial. Such arbitration shall take place
in Los Angeles, California (8.) The party demanding arbitration shall submit a written claim to
the other party, setting out the basis of the claim and proposing the name of an arbitrator. The
responding party shall have thirty business days in which to respond to this demand in a written
answer. If this response is not timely made, or if the responding party agrees with the person
proposed as the arbitrator, then the person named by the demanding party shall serve as the
arbitrator. Ifthe responding party submits a written answer rejecting the proposed arbitrator then,
unless the parties agree on an arbitrator, either party may apply to the superior court for the
appointment of an arbitrator. The superior court shall propose five names. Each party may, within
twenty days after receipt of the proposed names, strike one name from the list. Thereafter, the
court shall appoint as arbitrator a person whose name has not been struck from the list. The
arbitrator shall have the power to enter a default award if a party fails to participate in the
arbitration.
15.6 Compliance with Law. Agiosat and Customer will comply with all applicable laws in connection
with the performance of their obligations under this Agreement, including without limitation, all
applicable export control laws and regulations.
15.7 Amendment and Waiver. Except as otherwise expressly provided herein, any provision of this
Agreement may be amended or modified and the observance of any provision of this Agreement
may be waived (either generally or any particular instance and either retroactively or
prospectively) only with the written consent of the parties. Neither the waiver by either of the
parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the
failure of either of the parties, on one or more occasions, to enforce any of the provisions of this
Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver
of any subsequent breach or default of a similar nature, or as waiver of any of such provisions,
rights, privileges hereunder.
15.8 Force Maieure. Except for the obligation to pay monies due and owing, neither pal1y shall be
liable to the other for failure to perform any obligation under this Agreement if prevented from
doing so by reason of acts of God, strikes, labor unrest, embargoes, civil commotion, rationing or
other governmental orders or requirements, acts of civil or military authorities, power surges or
failures, acts or omissions of communications carriers or suppliers, or other contingencies if and to
the extent such cause is beyond the reasonable control of such party. In such a situation, all
requirements as to notice, and other performance required here under within a specified period,
shall be automatically extended to accommodate the period of any such cause which shall interfere
with such performance. If any such contingency occurs, Agiosat may allocate production and
deliveries among Agiosat's customers in its sole discretion, and the delivery requirements and/or
price of this Agreement may be amended accordingly.
15.9 Severability. In the event that any of the provisions of this Agreement shall be held by a court of
other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or
eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full
force and effect and enforceable.
15.10 Publicity. Any press releases in connection with this Agreement shall be subject to the written
mutual approval of the parties. Approval shall not be unreasonably withheld.
15.11 Countelllarts. This Agreement may be executed in counterparts, each of which shall be deemed an
original, but both of which together shall constitute one and the same instrument.
15.12 Headin~s. Headings and captions are for convenience only and are not to be used in the
interpretation of this Agreement.
15.13 Langua~e. This Agreement is originally written in and shall be subject to the definitions, usage
and interpretation in accordance with the English language. Communications, verbal or written,
shall be in the English language.
15.14 Representation on Authority of Parties/Signatories. Each person signing this Agreement
represents and warrants that he or she is duly authorized and has legal capacity to execute and
deliver this Agreement. Each party represents and warrants to the other that the execution and
delivery of the Agreement and the performance of such party's obligations hereunder have been
duly authorized and that the Agreement is a valid and legal Agreement binding on such party and
enforceable in accordance with its terms.
15.15 Entire Agreement. This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior discussions, documents, agreements
and prior course of dealing, and shall not be effective until signed by both parties.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK; SIGNATURE
PAGES FOLLOW]
&BY:
William B. Home
Ci r
Approved as to form: Attest
C-.z 9~c;Z2-C ~;:;.. ~2,.~ ~.~n~ ---
Carlos F. Colon Cyn 'a E. Goudeau
Assistant City Attorney City erk
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
By:
/L/
Satcom Systems, Inc.
By:
B. ~ A "1 50 u ~ t\ 5
Title:
D,'rcc iu.r Glol..... f {alRj
Date:
~/L(/07
EXHIBIT A
LOCA TION OF SERVICES/INITIAL TERM/NOTICE
I. Service shall be provided to locations as designated by Customer.
2. The Initial Term is 12 months commencing from the Launch Date.
3. Notice Locations:
To Agiosat:
To Customer:
Agiosat Global Communications
2333 N. Valley St.
Burbank, CA 91505
Attn: President
Fax + I 818526-1715
EXHIBIT B
STATEMENT OF WORK
1 Agiosat shall be responsible for the following activities:
1.1 Agiosat will use commercially reasonable efforts to provide Service as set out in Exhibit C.
1.2 For situations other than as required by Warranty, Agiosat may provide maintenance services for
the Equipment by mutual agreement with Customer. Such maintenance shall be charged to
Customer by Agiosat at then current Time and Material rates.
1.3 Agiosat will provide Network Support during the Initial Term. Network Support is defined as
monitoring the satellite transmission between the Agiosat Network Operations Center and the
locations where the Equipment and Services will be provided as specified in Exhibit A. The
satellite transmission will be monitored 24 hours a day, 7 days a week, 365 days a year.
1.4 Agiosat will provide Customer Support during the relevant warranty period. Customer Support
consists of telephone-based support on installation, configuration and maintenance of Equipment.
Customer Support is available 24 hours a day, 7 days a week, 365 days a year.
1.5 Agiosat shall assign valid subnetted IP addresses to Customer. Agiosat shaIl determine the
number of IP addresses to be assigned based on the Service requirements and/or any written
justification ofIP needs by Customer.
2 Customer shall be responsible for the following activities:
2.1 Customer shall be responsible for site selection.
2.2 Customer shall provide all required Equipment.
2.3 Customer shall be responsible for all site survey and civil works.
2.4 Customer shall be responsible for maintaining the integrity of Customer System.
2.5 Customer shall provide access to telephone, adequate storage space and adequate working space
for use by Agiosat personnel at no charge to Agiosat during instaIlation and maintenance of
Equipment.
EXHIBIT C
SERVICES AND PRICING
Service Pricing
SS51251215M Monthly 512x512 + 1.5x1.5 Mbps (symmetrical) Service $1,380.00 Per Month
This service features 24x7 512/512 Kbps access to the Agiosat Network
plus 2 days per month of 1.5/1.5 Mbps access for testing, training or
actual operational use. The two days of 1.5/1.5 access rolls over to the
following month if unused during the previous month. This rollover time
carries throughout any 12 month contract period (24 if a two year term
is selected). Additional1.5/1.5Mbps operational days in excess of the
allocated days in the base contract are available at a discounted "day"
rate, as set forth in the tariff below.
BWND 1.0Mx2 Agiosat Daily Supplemental Charge - 1.0x1.0 Mbps Bandwidth $475.00 Day
Discounted supplemental daily bandwidth in excess of the baseband
allotment. For use in conjunction with any SS tariff listed above
BTDDIS 1.5Mx2 Agiosat Daily Supplemental Charge - 1.5d.5 Mbps Bandwidth $695.00 DAY
Discounted supplemental daily bandwidth in excess of the baseband
allotment. For use in conjunction with any SS tariff listed above
TelCir 1 VoIP Telephone Line (G.729) - Outbound Calling Only to PSTN - $32.95 Month
Monthly Charge per Line - Unlimited toll-free calling
.05/minute toll rate - U.S. and Canada - Additional per minute toll
charges apply for call termination beyond U.S. and Canada
TelCir 2 VoIP Telephone Line (G.729) - DID Number on PSTN - $39.85 Month
Monthly Charge per Line - Unlimited toll-free calling
.05/minute toll rate - U.S. and Canada - Additional per minute toll
charges apply for call termination beyond U.S. and Canada
FaxCir 1 FoIP - Facsimile Telephone Line (T-38) - DID Number on PSTN - $39.85 Month
Monthly Charge per Line - Unlimited toll-free calling
.05/minute toll rate - U.S. and Canada - Additional per minute toll
charges apply for call termination beyond U.S. and Canada
VoIP-SETUP Telephone Line Activation Charge - per VoIP or Circuit Switched DID or
Internal Line - $50.00 (One Time)
Provisioning charge for each VoIP telephone voice or facsimile line
ES-SETUP Earth StationlNetwork Configuration for Client Sites - $500.00 (One Time)
One time charge for each Client satellite node to establish IP addressing configuration
and set-up on network (satellite and terrestrial) at Agiosat's Atlanta or Los Angeles Hubs
EXHIBIT D
WARRANTY PERIODS
Software Warranty Period.
. The Media Warranty Period shall be 24 months.
. The Software Warranty Period shall be 24 months.
Note:
EXHIBIT E
SITE INFORMATION
. Customer agrees that the Equipment shall not be shipped to Customer until Agiosat has
received from Customer a completed Site Information form for each location. The Site
Information form should be completed and received by Agiosat at least (10) business days
prior to the date of Equipment shipment.
See Attached.
EXHIBIT F
SITE INFORMATION
Business Name:
111., If!/ t!k'f/A r?v
I
Doing Business As (dba):
Technical Contact 5h4l1/1'1 5/.,IJ..,~
.
Cell Phone: 71, 7~ 1'3-1-71)' "2...-
Fax: 7"), 7" 5" ~.. t.I (, '1 {"
Phone: 7'17- G'"').. t/,gt,
Pager:' ~
Email: ~l~wJ1, ~1.,ftrr/l?,.tA 7~/-t4f~ ' tl,.,
Admin Contact:
~t! #7'"
'121.1~" -73~o
Email:
Phone:
r:t,1/
127- 5(. -z,.. t/(,(. z. It
dl4"i~ /. M7#,!iMrJ""".... <.;
Emergency Contact #1: 114""". l~f:t.r I Phone: [~< ~ ')
Cell Phone:
Pager:
Fax:
Email:
Please specify date and times available: ~ ~ )I1jilJ ~ dO:> ~ 1ilQlb
Between the hours of: ( z,.. ~/pm to / 2- am~
Specify Time Zone: ;;;71
Emergency Contact #2: ~ 6" ." It d.!.t
Cell Phone: 1p 1- 'Z'pl" 72-Se
Fax: 72-7' 52, l ~ tic 9t
Phone:
Pager:
Email:
Please specify date and times available: ~ ~ ~
7'J 7. 5(, '2" o/t. 7)
piA
~i;I"'k ~~'7"k-J.,. /-
~ cfLi) saD ~
Between the hours of: I 2- ~m to / Z, am/~
Specify Time Zone: ~ '7 7
SITE INFORMATION
Installation Site Address: lO~ S. fYl v,..+Ie.- A V''"1:...
.
City: c..~~~d-~f" State: fL Zip: J> ~ ?S-t:
Country: () S
Note: All Agiosat provided equipment shall be sent to the "Ship-To Address" unless
specified otherwise.
Ship-to Address: l 06 ~.
City: Ctec...l'-e~.)e.:h~r
Country: US
1M. fI/O f 1_
,
d~
State: k Zip:
~ :?7~-C
Is Saturday delivery to Ship-to Address Permitted?
,,<;'h C-/..c-) h..
~ 7 - J...:2.. t{ - 76:J::J..
~
$' /a:f(<!!J,.J
Contact Name at Ship-to Address:
Contact Telephone at Ship-to Address:
Yes
Does the Ship-to Address have a forklift?
Yes
G)
Survey Performed By:
Satellite (Agiosat to provide)
Azimuth
Elevation
Latitude
Longitude
Building Profile: How many floors does the building have?
Antenna/Mount Profile:
Location of antenna:
roof ground
If roof, is the roof: flat
If roof, is there access:
Is roof accessible from:
peaked pitched
Yes No
inside outside
Type of mount:
Non-penetrating
Pole
Based on azimuth and elevation information provided above for your installation site address, are
there possible obstructions (Le.: trees, signs, buildings, etc.): Y N
If Yes, explain: