UNCLASSIFIED

Exhibit 10.2

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

UNCLASSIFIED

FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

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UNCLASSIFIED//FOR OFFICIAL USE ONLY

WHEN SEPARATED FROM ATTACHMENT 1

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FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

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UNCLASSIFIED//FOR OFFICIAL USE ONLY
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UNCLASSIFIED//FOR OFFICIAL USE ONLY
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FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

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4. (U) Contractor acquired property is government property not government furnished property, see definitions at FAR 45.101(a). Contractor acquired property shall be controlled and reported in accordance with FAR 45.5 and any additional FAR/DFARS property clause requirements.

5. (U) Property disposition shall be accomplished per FAR 46.6, any applicable FAR/DFARS clause, or contracting officer instructions.

6. (U) A written contract modification is required to increase or decrease government furnished property o n a contract. Distribution of the basic contract and modification(s) is mandatory and shall to be made to the SIOMP.

H.14       (U) NGA: 5X52 ###-###-#### ACTIVITIES THAT AFFECT U.S. PERSONS (DEC 2004)

(U) This contract is sponsored by the National Geospatial-Intelligence Agency. All work and services to be performed hereunder shall be in strict compliance with procedures set forth in DoDI 5240.1-R.

H.15       (U) NGA: 5X52 ###-###-#### DOD BASE REALIGNMENT AND CLOSURE (APR 2008)

(U) While NGA continues to transform its processes and systems for the geospatial intelligence (GEOINT) mission, the Agency will soon begin an even more visible change: consolidating its Eastern facilities. In accordance with the Department of Defense Base Realignment and Closure (BRAC) actions that became law in November 2005, NGA will consolidate Eastern operations in the Springfield, Virginia area on Fort Belvoir North Area by September 15, 2011. As NGA moves to this New Campus East, it will close its primary sites in Bethesda, Reston, and the Washington Navy Yard, in addition to relocating smaller NGA functions.

H.16                     (U) NGA: 5X52 ###-###-#### OBSERVANCE OF LEGAL HOLIDAYS, DELAYED ARRIVAL OR EARLY RELEASE OF FEDERAL EMPLOYEES (APRIL 2013)

(H.16 is only applicable to personnel on site at a Government facility.)

(a) (U) The National Geospatial-Intelligence Agency observes the following days as Federal holidays

(U) (b) When any such holiday falls on a Saturday or Sunday, the following Monday is observed.

(U) (c) Contractor personnel are not prohibited from performing work on a holiday, unless the labor category is not authorized to work as negotiated in the contract. The following list identifies the labor categories that are not authorized to perform work on a holiday based on negotiated terms. Labor categories included on this list are expected to complete their workday as scheduled when NGA government employees are authorized early release prior to a holiday (e.g. two hour early release) or other such benefit that applies to NGA government employees only.

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FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

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LABOR CATEGORY: All labor categories are authorized to perform work on a holiday.

(U) (d) If the Contractor’s personnel work on a holiday, no form of holiday, premium or differential compensation is an allowable cost under the Contract unless another clause in the Contract explicitly authorizes work on holidays and for the time period covered by the special compensation.

(U) (e) When Federal employees working in an NGA facility are authorized a delayed arrival, released early or excused in bulk from work, the Contractor may authorize its personnel whose normal workplace is in that facility: (1) to continue working in the facility (unless prohibited by the NGA Facility Site Manager); (2) to work at alternate work locations; or (3) to refrain from performing services during that period of time; as long as any work performed does not result in the incurrence of any form of holiday, premium or differential compensation, or additional costs for alternate work locations to be reimbursed by the Government as a direct or non-nominal indirect cost. Such costs are not allowable under the Contract. Further, when services are not performed (e.g., a contractor employee takes leave) the non-working hours are not allowable as a direct charge under the Contract.

H.17       (U) SECURITY REQUIREMENTS - CONTRACT CLASSIFICATION

[[**REDACTED**]]

H.18       (U) ORGANIZATIONAL CONFLICT OF INTEREST

(a) (U) The term “organizational conflict of interest” means that because of other activities or relationships with other persons, a person is unable to or potentially unable to render impartial assistance or advice to the Government, or the perso n’s objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competit ive advantage. The term “person” includes a business organization.

(b) (U) If the Contractor is aware of any information bearing on any existing or potential organizational conflict of interest, it shall provide a disclosure statement which describes all relevant information concerning any past, present, or planned interests bearing on whether it (including its chief executives and directors, or any proposed consultant or subcontractor) m ay have an existing or potential organizational conflict of interest.

(c) (U) Contractors should refer to FAR Subpart 9.5 for policies and procedures for avoiding, neutralizing, or mitigating organizational conflicts of interest.

(d) (U) If the Contracting Officer determines that a conflict exists or may occur, he shall advise the Contractor and take appropriate steps to avoid or otherwise resolve the conflict through the inclusion of a special agreement clause or other appropriate means. The terms of any special clause are subject to negotiation.

H.19       (U) SENSITIVE REQUIREMENTS AND PRODUCT HANDLING

[[**REDACTED**]]

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FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

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TABLE IS UNCLASSIFIED/FOUO

[[**REDACTED**]]

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FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

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[[**REDACTED**]]

H.33                     (U) GEOEYE-1 AND GEOEYE-2 SATELLITE GOVERNMENT FURNISHED EQUIPMENT AND NGA SPONSORSHIP

[[**REDACTED**]]

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FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

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H.34                     (U) NGA: 5X52 ###-###-#### GOVERNMENT SHUTDOWN, FURLOUGH OF GOVERNMENT PERSONNEL AND CLOSURE OF NGA FACILITIES (APRIL 2013)

(H.34 is only applicable to personnel on site at a Government facility.)

(U) (a) An NGA facility may be closed down for all or a portion of a business day(s) as a result of:

1) Failure of Congress to appropriate funds, resulting in a government shutdown and furlough of government personnel;

2) Actual Continuity of Operations (COOP) or COOP training exercises;

3) Severe weather;

4) Unplanned events; or

5) Any other reason deemed appropriate by the D/NGA.

(U) (b) In specific reference to (a) 1, and notwithstanding any other provision of the Contract, in the event the Federal government is shutdown or NGA facilities are closed due to the failure of Congress to appropriate necessary funds for the continued performance of services under the Contract, the Contractor shall not perform services under the Contract unless notified by the NGA Senior Procurement Executive (SPE) that performance of services is authorized.

(U) (c) In specific reference to (a)2 through (a)5, the Contractor’s personnel may be authorized by the cognizant Contracting Officer or Contracting Officer’s Representative (COR) to work during a Government shutdown or closure as described in this clause, as long as any work performed does not result in the incurrence of any form of holiday, premium or differential compensation or additional costs for alternate work locations to be reimbursed by the Government as a direct or non -nominal indirect cost. Unless otherwise explicitly authorized by another clause, such costs are not allowable under the Contract. Further, when services are not performed (e.g., a contractor employee takes leave) the non-working hours are not allowable as a direct charge under the Contract.

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FOIA CONFIDENTIAL TREATMENT REQUESTED

PORTIONS OF THE EXHIBIT MARKED BY [**Redacted**] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

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(U) SECTION J - List of Documents Exhibits and Other Attachments

J.1          (U) LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

This Table is UNCLASSIFIED

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