Vinasat-2
SUPPLEMENTAL TERMS AND CONDITIONS
TO CORPDOC-1 (2010)
The following terms and conditions set forth below are hereby incorporated into the Contract,
with the same force and effect as if set out in full therein. Any conflict between these
SUPPLEMENTAL TERMS AND CONDITIONS and the General Provisions shall be construed
in favor of these SUPPLEMENTAL TERMS AND CONDITIONS.
SC-1. The first sentence of Section 2(a) shall read as follows:
This Contract shall be interpreted, construed and governed by the substantive laws of New
York, USA, without regard to its conflicts of laws provisions.
SC-2.
The following sections shall be added to Section 18:
(e) SELLER shall permit LOCKHEED MARTIN and its customer and its agents (“Customer”)
to have access to SELLER’s premises to the extent reasonably necessary for the Customer to
observe, inspect and verify the quality of the goods and services provided pursuant to the terms
of this Agreement. SELLER shall provide the Customer with suitable assistance when the
Customer enters the premises of the SELLER to make an inspection pursuant to the provisions
of this Article.
(f) LOCKHEED MARTIN and its Customer shall be given reasonable notice of and be entitled
to attend all project schedule and management, engineering, design, manufacturing, integration
and testing meetings and reviews of the SELLER even if conducted by electronic means and of
the SELLER with any of its subcontractors and shall have the right to participate in and make
recommendations (but not to control, give directions or assign actions) in all technical and
schedule review meetings at the system, subsystem and unit level as well as internal program
reviews. The participation in any such meetings or making of any such recommendations
regarding the Work and/or any other exercise by the Customer of its rights under this paragraph
18 (f) shall not in any way alter the obligations of the SELLER under this Contract.
(g) LOCKHEED MARTIN and the Customer shall have access to all data, documents,
technical drawings, specifications, standards, descriptions of processes, and software related to
this Agreement which is necessary for LOCKHEED MARTIN and the Customer to validate
Contractor’s performance of Work. SELLER shall, at its own expense, make copies of relevant
documents required for LOCKHEED MARTIN and the Customer to validate SELLER’s
performance of Work
(h) All rights included in this Section 18 are subject to Section 11, Export Control; all
applicable and reasonable security policies and procedures of SELLER; and all U.S.
Government export laws and regulations.
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SC-3.
Section 19 (a) is hereby amended by adding the following after the first sentence:
In the event that this Contract has a value in excess of THREE MILLION DOLLARS
($3,000,000.00) then SELLER shall also provide and maintain the following insurance, at
their respective expense:
(i) "All Risks" insurance (“Property Insurance”) which shall insure the SELLER with
loss, if any, payable to the insureds, as their respective interests may appear and shall
include LOCKHEED MARTIN and its Customer as additional insureds and loss payees
as their interests may appear. The Property Insurance shall cover all Work in progress
against physical loss or damage on an “all risks” property insurance basis, including
coverage for the perils of flood or earthquake (subject to Earthquake Insurance market
availability) while in or about the LOCKHEED MARTIN’s and SELLER’s premises,
while at other premises which may be used or operated by the LOCKHEED MARTIN for
construction or storage purposes, and while in transit, or while at the Designated Launch
Site until Intentional Ignition for the Customer’s satellite (“Satellite”) or upon placing the
Satellite into storage. The amount of insurance under this Section 18(a)(i) shall be
sufficient to cover the full replacement value of all Work. The Property Insurance shall
cover loss or damage to the Work (for which SELLER has risk of loss) from the time it
commences in LOCKHEED MARTIN’s or SELLER’s plants or other premises used by
LOCKHEED MARTIN or SELLER and shall continue until all Contractor liabilities
have expired. The Property Insurance may be issued with deductibles, which are
consistent with the SELLER’s current insurance policies. The amount of any loss up to
the value of the deductible level shall be borne by the SELLER.
(ii) Transit Insurance (“Transit Insurance”) in an All Risks form of policy and shall insure the
SELLER for loss, if any, payable to insureds, as their respective interests may appear and
shall include LOCKHEED MARTIN and its Customer as additional insureds and loss
payees as their interests may appear. The Transit Insurance shall cover the period from
commencement of loading of the Work on board any vehicle or carrier and shall continue
in effect while the Work is in transit or in the custody of any common carrier or other
bailee. The amount of insurance under this Section 19(a)(ii) shall be for the full
replacement value of the Work being shipped or handled. The Transit Insurance may be
issued with deductibles, which are consistent with the SELLER’s current insurance
policies. The amount of any loss up to the value of the deductible level shall be borne by
the SELLER.
SC-4.
The following shall be added to Section 19:
(d) Each party irrevocably agrees to a no-fault, no-subrogation inter-party waiver of liability
and waives the right to make any claim, or to initiate any proceedings regarding loss, damage
or bodily harm (including death) against the other party or its Associates which the injured
party or its Associates (as defined in below) may sustain that (A) arises, in any way, in
connection with the performance of the agreement with the launch services contractor (the
“Launch Agreement”), or (B) is caused, in any way, by third party customers of the launch
services contractor or their Associates in connection with the performance of the Launch
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Agreement or the agreement between the launch services contractor and such third party
customers; Associates shall mean any person or entity who shall act on behalf of or at the
direction of a party including, but not limited to, employees, suppliers, sub-contractors, agent,
parent companies or subsidiaries.
SC-5.
The following shall be added to Section 20:
(e) SELLER grants to LOCKHEED MARTIN and its Customer an irrevocable non-exclusive
assignable (only with the sale of the spacecraft delivered in connection with this Contract)
licence to use and have used any item (including, for the avoidance of doubt, computer
software and data) covered by or subject to any and all intellectual property rights (including,
without limitation, patents, copyrights, design rights), which item is incorporated or used in
any item of equipment or directly employed in the use of any item of equipment delivered
under this Contract solely for the purpose of using, operating and maintaining (including the
making of copies for back-up purposes) the equipment and also, with respect to source code
delivered hereunder, for the purpose of modifying the equipment or data. Such licence shall be
deemed to be fully paid-up (without any further payment by LOCKHEED MARTIN or the
Customer) for the purposes of using, operating and maintaining (including the making of
copies for back-up purposes) the equipment and, for the purpose of modifying any spacecraft
or equipment or data delivered under the Contract.
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