Contract, dated January 20, 2025, between exactEarth Ltd. and His Majesty the King in right of Canada, as represented by the Minister of Public Works and Government Services, as assigned to Spire Global Canada Subsidiary Corp. on January 21, 2025
Exhibit 10.1
Contract No. - No de contrat 9F044-230301/A
Client Ref. No. - N° de réf. du client 9F044-230301
Amd. No. - N° de la modif.
File No. - N° du dossier 9F044-230301/A
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CONTRACT CLAUSES
The following clauses and conditions apply to and form part of any contract resulting from the bid solicitation.
The Contractor must perform the Work in accordance with the Statement of Work at Annex "A".
The Contractor grants to Canada the irrevocable option to acquire the goods, services or both associated with Phase D as described in Annex A – Statement of Work of the Contract under the same conditions and at the prices and/or rates stated in the Contract. The option may only be exercised by the Contracting Authority and will be evidenced, for administrative purposes only, through a contract amendment.
The Contracting Authority may exercise the option at any time before the expiry of the Contract by sending a written notice to the Contractor.
A portion of the Work could be performed on an "as and when requested basis" using a Task Authorization (TA). The Work described in the TA must be in accordance with the scope of the Contract.
1.2.4 Canada's Obligation - Portion of the Work - Task Authorizations
SACC Manual clause B9031C (2011-05-16) Canada’s Obligation – Portion of the Work – Task Authorizations
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Contract No. - No de contrat 9F044-230301/A
Client Ref. No. - N° de réf. du client 9F044-230301
Amd. No. - N° de la modif.
File No. - N° du dossier 9F044-230301/A
All clauses and conditions identified in the Contract by number, date and title are set out in the Standard Acquisition Clauses and Conditions Manual (https://buyandsell.gc.ca/policy-and- guidelines/standard-acquisition-clauses-and-conditions-manual) issued by Public Works and Government Services Canada.
2040 (2022-12-01), General Conditions - Research & Development, apply to and form part of the Contract.
4002 (2010-08-16), Software Development or Modification Services, apply to and form part of the Contract.
4003 (2010-08-16), Licensed Software, apply to and form part of the Contract.
The contractor certifies that the Custom Software, (insert name and function of the software) for which the pre-existing software (insert name and function of the software) forms part of the Custom Software delivered to Canada as part of contract (insert identification number of the contract), meets the following conditions:
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Contract No. - No de contrat 9F044-230301/A
Client Ref. No. - N° de réf. du client 9F044-230301
Amd. No. - N° de la modif.
File No. - N° du dossier 9F044-230301/A
PHASE 1 (DOS-RELIABILITY)
PHASE 2 (FSC-SECRET)
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Contract No. - No de contrat 9F044-230301/A
Client Ref. No. - N° de réf. du client 9F044-230301
Amd. No. - N° de la modif.
File No. - N° du dossier 9F044-230301/A
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Contract No. - No de contrat 9F044-230301/A
Client Ref. No. - N° de réf. du client 9F044-230301
Amd. No. - N° de la modif.
File No. - N° du dossier 9F044-230301/A
exactEarth Ltd
260 Holiday Inn Dr, Unit 30,Bldg B Cambridge, Ontario, Canada N3C4E8
The period of the Contract is from contract award to September 31, 2027.
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Contract No. - No de contrat 9F044-230301/A
Client Ref. No. - N° de réf. du client 9F044-230301
Amd. No. - N° de la modif.
File No. - N° du dossier 9F044-230301/A
The Contracting Authority for the Contract is:
Aline Mulinda
Supply Specialist
Public Works and Government Services Canada Specialized and Emergency Acquisitions Sector (SEAS)
Space Programs Procurement Directorate – Military and Civilian (SPPD) 11 Laurier Street
Gatineau, Quebec, Canada K1A 0S5
Telephone: 514 ###-###-####
E-mail address: ***@***
The Contracting Authority is responsible for the management of the Contract and any changes to the Contract must be authorized in writing by the Contracting Authority. The Contractor must not perform work in excess of or outside the scope of the Contract based on verbal or written requests or instructions from anybody other than the Contracting Authority.
The Project Authority for the Contract is:
Eric Allaire
Senior Engineer, Project / Program Management
Canadian Space Agency 6767 Route de l'Aéroport
Longueuil, Quebec, Canada J3Y 8Y9 Telephone: 438 ###-###-####
E-mail address: ***@***
The Project Authority is the representative of the department or agency for whom the Work is being carried out under the Contract and is responsible for all matters concerning the technical content of the Work under the Contract. Technical matters may be discussed with the Project Authority; however, the Project Authority has no authority to authorize changes to the scope of the Work. Changes to the scope of the Work can only be made through a contract amendment issued by the Contracting Authority.
The Contractor's Representative for the Contract is:
Kelly Loughery
Director and Deputy General Counsel
exactEarth Ltd (a wholly owned subsidiary of Spire Global Subsidiary Inc.) 260 Holiday Inn Dr, Unit 30,Bldg B
Cambridge, Ontario, Canada N3C4E8
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Contract No. - No de contrat 9F044-230301/A
Client Ref. No. - N° de réf. du client 9F044-230301
Amd. No. - N° de la modif.
File No. - N° du dossier 9F044-230301/A
Telephone: +1 ###-###-####
E-mail address: ***@***
By providing information on its status, with respect to being a former public servant in receipt of a Public Service Superannuation Act (PSSA) pension, the Contractor has agreed that this information will be reported on departmental websites as part of the published proactive disclosure reports, in accordance with Contracting Policy Notice: 2019-01 of the Treasury Board Secretariat of Canada.
For the Work described in Annex A that is not subject to task authorization and in consideration of the Contractor satisfactorily completing its obligations under the Contract, the Contractor will be paid a fixed price of $ 63,411,472.78. Customs duties are included and applicable taxes are extra.
Canada will not pay the Contractor for any design changes, modifications or interpretations of the Work, unless they have been approved, in writing, by the Contracting Authority before their incorporation into the Work.
Canada will make milestone payments in accordance with the Schedule of Milestones detailed in the Contract and the payment provisions of the Contract, up to 90 percent of the amount claimed and approved by Canada if:
The balance of the amount payable will be paid in accordance with the payment provisions of the Contract upon completion and delivery of all Work required under the Contract if the Work has been accepted by Canada and a final claim for the payment is submitted.
Payments will be made in accordance with the Contract and the schedule of milestones in Annex B – Basis of Payment.
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Contract No. - No de contrat 9F044-230301/A
Client Ref. No. - N° de réf. du client 9F044-230301
Amd. No. - N° de la modif.
File No. - N° du dossier 9F044-230301/A
For the Work described in a task authorization and in consideration of the Contractor satisfactorily completing its obligations under the Contract, the Contractor will be paid a fixed price specified in the task authorization.
Customs duties are included and applicable taxes are extra.
Canada's liability to the Contractor under the authorized task authorization must not exceed the fixed price specified in the authorized task authorization.
No increase in the liability of Canada or in the price of the Work specified in the authorized task authorization resulting from any design changes, modifications or interpretations of the Work will be authorized or paid to the Contractor unless these design changes, modifications or interpretations have been authorized, in writing, by the Contracting Authority before their incorporation into the Work.
Canada will make milestone payments in accordance with the Schedule of Milestones detailed in the task authorization and the payment provisions of the Contract, up to 90 percent of the amount claimed and approved by Canada if:
The balance of the amount payable will be paid in accordance with the payment provisions of the Contract upon completion and delivery of all Work required under the task authorization if the Work has been accepted by Canada and a final claim for the payment of the task authorization is submitted.
of the total amount to be paid under the Task Authorization; and
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Contract No. - No de contrat 9F044-230301/A
Client Ref. No. - N° de réf. du client 9F044-230301
Amd. No. - N° de la modif.
File No. - N° du dossier 9F044-230301/A
$100,000.00. Customs duties are included and Applicable Taxes are extra.
SACC Manual clause B9031C (2011-05-16) Canada's Obligation - Portion of the Work - Task Authorizations.
Payments will be made in accordance with the Contract and the schedule of milestones in the task authorization.
The Contractor will be reimbursed its authorized travel and living expenses reasonably and properly incurred in the performance of the Work, at cost, without any allowance for profit and/or administrative overhead, in accordance with the meal, and private vehicle allowances specified in Appendices B, C and D of the National Joint Council Travel Directive, and with the other provisions of the directive referring to "travellers", rather than those referring to "employees".
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Contract No. - No de contrat 9F044-230301/A
Client Ref. No. - N° de réf. du client 9F044-230301
Amd. No. - N° de la modif.
File No. - N° du dossier 9F044-230301/A
Canada will not pay the Contractor any incidental expense allowance for authorized travel.
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Contract No. - No de contrat 9F044-230301/A
Client Ref. No. - N° de réf. du client 9F044-230301
Amd. No. - N° de la modif.
File No. - N° du dossier 9F044-230301/A
All travel must have the prior authorization of the Project Authority. All payments are subject to government audit.
Estimated Cost: $0.00.
The Contractor warrants that the certification of Greenhouse gas emission reduction targets and disclosure submitted by the Contractor is accurate and complete.
The Contractor must keep proper records and documentation relating to participation in the Greenhouse gas emission reduction targets and disclosure initiative. The Contractor must not, without obtaining before the written consent of the Contracting Authority, dispose of any such records or documentation until the expiration of six (6) years after final payment under any contract resulting from the contract, or until settlement of all outstanding claims and disputes under the contract/standing offer/supply arrangement, whichever is later. All such records and documentation must at all times during the retention period be open to audit, inspection and examination by the representatives of Canada, who may make copies and take extracts. The Contractor must provide all facilities for such audits, inspections and examinations, and must furnish all such information as the representatives of Canada may from time to time require with respect to such records and documentation.
Nothing in this clause must be interpreted as limiting the rights and remedies which Canada may otherwise have pursuant any contract or contract resulting from the standing offer/supply arrangement.
The Contractor must notify the Contracting authority if they are no longer participating in an initiative.
An Indigenous Business could be a sole proprietorship, limited company, cooperative, partnership, not-for-profit organization, or a joint venture*, that is either listed on the Indigenous Business Directory (IBD), listed on the Modern Treaty or CLCA business directory, or is an Elder, band or tribal council in Canada.
The Contractor commits to subcontract a minimum of 2.03% of work towards Indigenous Businesses, as defined herein, as per the Indigenous Participation Plan included in of Annex E – Indigenous Participation Plan, which was provided with the Contractor’s bid. If necessary, the Contractor has the option to replace one Indigenous Business subcontractor with another, subject to the condition that the newly proposed subcontractor fulfills the definition of an Indigenous Business, and subject to pre-approval by the Contracting Authority.
The Bidder must commit to subcontract, at a minimum, the percentage of Work in dollar value indicated in their bid towards Indigenous Business subcontractors. Should this commitment not be achieved by the due date of the last milestone of the Schedule of Milestones, then the firm amount for this milestone will be adjusted downwards, in an amount equal to the difference between the Contractor’s commitment and the Contractor’s achievement e.g. if the Contractor’s
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Client Ref. No. - N° de réf. du client 9F044-230301
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commitment related to Indigenous subcontracting was $100,000 during the period of the contract and only $75,000 was achieved by the due date of this milestone, the firm amount for this milestone will be adjusted downwards by $25,000.
An annual report, as indicated in Table 1 below, must be submitted to the Contracting Authority 15 days after the end of each annual period of Canada’s fiscal year (i.e., Q1: April to June, Q2: July to September, Q3: October to December, and Q4: January to March). The Contractor will, at minimum, provide statistical data on dollar value paid to Indigenous Business subcontractors in the previous year.
TABLE 1 – INDIGENOUS PARTICIPATION PLAN REPORT:
Indigenous Business Name | Type of Service and/or Good | Annual Reporting Period and Year | Amount Paid to sub during Reporting Period (CAD) | Total amount invoiced to Canada during the reporting period | Percentage of work share (in relation to invoiced amount) |
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| $[A] | $[B] | = [A]/[B] % |
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Cumulative total amounts paid to Indigenous Businesses for Work (CAD) |
| $ [C] | |||
The cumulative total amount invoiced to Canada |
| $ [D] | |||
Cumulative % achieved |
| [C]/[D] % | |||
SACC Manual Clause A9117C (2007-11-30), T1204 - Direct Request by Customer Department
SACC Manual Clause C0711C (2008-05-12), Time Verification
The Contractor accepts to be paid using any of the following Electronic Payment Instrument(s):
Each claim must show:
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Contract No. - No de contrat 9F044-230301/A
Client Ref. No. - N° de réf. du client 9F044-230301
Amd. No. - N° de la modif.
File No. - N° du dossier 9F044-230301/A
Each claim for a cost reimbursable task authorization must be supported by:
Unless specified otherwise, the continuous compliance with the certifications provided by the Contractor in its bid or precedent to contract award, and the ongoing cooperation in providing additional information are conditions of the Contract and failure to comply will constitute the Contractor in default. Certifications are subject to verification by Canada during the entire period of the Contract.
The Contractor understands and agrees that, when an Agreement to Implement Employment Equity (AIEE) exists between the Contractor and Employment and Social Development Canada (ESDC)-Labour, the AIEE must remain valid during the entire period of the Contract. If the AIEE becomes invalid, the name of the Contractor will be added to the "FCP Limited Eligibility to Bid" list. The imposition of such a sanction by ESDC will constitute the Contractor in default as per the terms of the Contract.
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Contract No. - No de contrat 9F044-230301/A
Client Ref. No. - N° de réf. du client 9F044-230301
Amd. No. - N° de la modif.
File No. - N° du dossier 9F044-230301/A
The above total contracted values are inclusive of profit, but exclusive of applicable sales taxes and duties (when applicable);
The following activities are excluded from the Canadian Content Requirement:
Item | Description | Contracted Reference* |
1 | Launch services cost | The contractor shall provide all documents referring to the cost of the Launch services upon contract signature with the service provider. |
2 | Spacecraft bus procurement or build cost | The contract shall provide all documents referring to the cost of the Spacecraft bus procurement or build cost, upon contract signature with the Spacecraft bus provider. |
The Contract must be interpreted and governed, and the relations between the parties determined, by the laws in force in Ontario.
If there is a discrepancy between the wording of any documents that appear on the list, the wording of the document that first appears on the list has priority over the wording of any document that subsequently appears on the list.
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Contract No. - No de contrat 9F044-230301/A
Client Ref. No. - N° de réf. du client 9F044-230301
Amd. No. - N° de la modif.
File No. - N° du dossier 9F044-230301/A
SACC Manual clause A2000C (2006-06-16) Foreign Nationals (Canadian Contractor)
SACC Manual clause G1005C (2016-01-28) Insurance - No Specific Requirement
SACC Manual clause A9131C (2020-11-19), Controlled Goods Program
On completion of the Work for each applicable project phase, the Contractor must submit to the Project Authority and to the Contracting Authority, a copy of the Intellectual Property Disclosures as per the formats prescribed in the DID-120 of Annex ‘’A’’. Such disclosure will include a comprehensive update of the preliminary Background Intellectual Property (BIP) disclosure report that was submitted as part of the Contractor’s bid. Each previously disclosed disclosure report is to be incrementally updated as per the schedule presented in Appendix A to Annex A, with the final reports due at the end of the Phase D.
All Intellectual Property Disclosure reports are Contract deliverables that are subject to Canada’s review and acceptance.
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Contract No. - No de contrat 9F044-230301/A
Client Ref. No. - N° de réf. du client 9F044-230301
Amd. No. - N° de la modif.
File No. - N° du dossier 9F044-230301/A
In instances where deliverables to Canada contain Background Intellectual Property (BIP) that is owned either by the Contractor or by one of its subcontractors, such BIP must be clearly identified in the deliverable in question in such ways that Canada could easily, if required, identity, edit and/or remove the sections of such deliverable that contain such BIP.
“Communication Activity(ies)” includes: public information and recognition, the planning, development, production and delivery or publication, and any other type or form of dissemination of marketing, promotional or information activities, initiatives, reports, summaries or other products or materials, whether in print or electronic format that pertain to the present agreement, all communications, public relations events, press releases, social media releases, or any other communication directed to the general public in whatever form or media it may be in, including but without limiting the generality of the preceding done through any company web site.
The Contractor must early on coordinate with the Canadian Space Agency (CSA) all Communication Activities that pertain to the present contract.
Subject to review and approval by the CSA, the Contractor may mention and/or indicate visually, without any additional costs to the CSA, the CSA’s participation in the contract through at least one of the following methods at the complete discretion of the CSA:
“This program/project/activity is undertaken with the financial support of the Canadian Space Agency.”
“Ce programme/projet/activité est réalisé(e) avec l’appui financier de l’Agence spatiale canadienne.”
Any and all mention or reference to the Canadian Space Agency in addition to those specified above in (a) and (b) must be specifically accepted by the CSA prior to publication.
The Contractor must obtain and use a high resolution printed or electronic copy of the CSA’s corporate identity logo and seek advice on its application, by contacting the project authority as mentioned in Paragraph 7.5.2 of this contract.
The Contractor must coordinate with the CSA’s Directorate of Communications and Public Affairs all Communication Activities pertaining to the present contract. To this end, the Contractor must:
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Client Ref. No. - N° de réf. du client 9F044-230301
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File No. - N° du dossier 9F044-230301/A
in writing in accordance with the clause Notice included in the general conditions applicable to the contract. The Communications Notice must include a copy or example of the proposed Communication Activity.
The Contractor must receive beforehand the authorization, approval and written confirmation from the CSA’s Directorate of Communications and Public Affairs before organizing, proceeding or hosting a communication activity.
The Contractor must provide to the Contracting Authority, within thirty (30) calendar days from the date of Contract award, a signed Performance Guarantee contract, that is to remain in effect throughout the entire Contract Period.
In instances where the Contractor has failed to obtain, to respect and to maintain such Performance Guarantee contract throughout the Contract period, Canada may immediately terminate the Contract for default.
During phase E, Canada requires the Contractor to fulfill a number of obligations regarding the Ground Stations Access as detailed below. These obligations are provided in anticipation of the work to be done in phase E. As the contract evolves, Canada’s requirement might evolve with the work phases. Canada reserves the right to modify the contents of the following clause in order for it to better suit Canada’s requirement. Any modification may occur sixty (60) days before the start of phase E. As part of the WildFireSat Contract (Contract 9F044-230301), Canada requires the Contractor, at a minimum, to fulfill the following obligations:
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Contract No. - No de contrat 9F044-230301/A
Client Ref. No. - N° de réf. du client 9F044-230301
Amd. No. - N° de la modif.
File No. - N° du dossier 9F044-230301/A
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