ARTICLE 1 DEFINITIONS

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ARTICLE 2 CONTRACTUAL DOCUMENTS

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ARTICLE 3 LAUNCH SERVICE AND LAUNCH PRICE

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ARTICLE 4 PAYMENTS

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ARTICLE 5 LAUNCH SCHEDULE

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ARTICLE 6 LAUNCH POSTPONEMENTS

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ARTICLE 7 OBLIGATIONS BEFORE AND AFTER LAUNCH

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ARTICLE 8 COMMUNICATION BETWEEN LAUNCH PROVIDER AND ICO

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ARTICLE 9 PERMITS, APPROVALS AND COMPLIANCE WITH UNITED STATES GOVERNMENT REQUIREMENTS

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ARTICLE 10 TITLE TO PROPERTY

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ARTICLE 11 LAUNCH RISK PROTECTION

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ARTICLE 12 REPLACEMENT LAUNCH

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ARTICLE 13 TERMINATION

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ARTICLE 14 EXCLUSION OF WARRANTY, WAIVER OF LIABILITY AND ALLOCATION OF CERTAIN RISKS

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ARTICLE 15 INSURANCE

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ARTICLE 16 CONFIDENTIAL INFORMATION

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ARTICLE 17 RIGHTS TO INVENTIONS AND DATA

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ARTICLE 18 CHANGES

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ARTICLE 19 ASSIGNMENT

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ARTICLE 20 PUBLIC RELEASE OF INFORMATION

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ARTICLE 21 DISPUTE SETTLEMENT

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ARTICLE 22 APPLICABLE LAW

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ARTICLE 23 SEVERABILITY

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ARTICLE 24 WAIVERS

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ARTICLE 25 APPROVAL; INTERNAL AUTHORIZATION

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ARTICLE 26 COOPERATION ON INSURANCE AND REGULATORY MATTERS

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ARTICLE 27 RULES OF CONSTRUCTION

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ARTICLE 28 ENTIRE UNDERSTANDING BETWEEN THE PARTIES

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ARTICLE 29 KEY PERSONNEL

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Exhibit A Statement of Work

Exhibit B Interface Control Document

Exhibit C Mutual Non-Disclosure Agreement

Exhibit D Launch Risk Protection

1.1

Affiliate means, with respect to any person, each person that controls, is controlled by or is under common control with such person. For the purpose of this definition, control of a person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise.

1.2

Business Day means any day other than the following: aSaturday, Sunday and any other Legal Bank Holiday.

1.3

Change Request shall have the meaning ascribed to that term in Article 18.1.1.

1.4

Compromise Schedule shall have the meaning ascribed to that term in Article 6.1.

1.5

Confidential Information shall have the meaning ascribed to that term in the NDA.

1.6

Contract shall have the meaning ascribed to that term in Article 2.1

1.7

CSLA means the Commercial Space Launch Act, 49 U.S.C. Sections 70101 -70119.

1.8

Day or day means a calendar day unless otherwise indicated.

1.9

Delivering Partyshall have the meaning ascribed to thatterm in Article 7.1.1.

1.10

EDOE means the date the amendment described in Article 12.1.3 is executed by the Parties.

1.11

Effective Date of Contract or EDC means March [10], 2006.

1.12

Escalation Fee shall have the meaning ascribed to that term in Article 3.3.

1.13

Escalation Fee Damages shall have the meaning ascribed to that term in Article 13.1.1.

1.14

Failure means with respect to the Replacement Launch, any loss of operational capacity or expected lifetime of the Spacecraft.

1.15

General Provisions means all articles of this launch services contract.

1.16

ICO Proposed Revised Schedule shall have the meaning ascribed to that term in Article 6.1.

1.17

Insured Launch Activities means (i) the activities carried out by either Party or the Related Third Parties of either Party in accordance with the terms of this Contract and the launch license to be issued under the CSLA to Launch Provider by the Office of the Associate Administrator for Commercial Space Transportation (or any successor agency thereto) to conduct the Launch Service at the Launch Site, including transportation of the Spacecraft between the various locations of the Launch Site, (ii) the use by Launch Provider of United States Government launch facilities at the Launch Site, (iii) activities carried out by the United States Government at the Launch Site relating to the conduct of Launch Service, and (iv) the Launch from the Launch Site.

1.18

Intentional Ignition means, with respect to the Launch Vehicle, the point in time during the launch countdown when the engine start command is issued, causing the start bottle to be pressurized and hypergols to enter the chamber.

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