Pursuant to 17 CFR 240.24-b, confidential information has been omitted in places marked[***] and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential TreatmentApplication filed with the Commission Statement of Work # Mininet Campaigntesting Phase
Exhibit 10.4
Pursuant to 17 CFR 240.24-b, confidential information has been omitted in places
marked [***] and has been filed separately with the Securities and Exchange
Commission pursuant to a Confidential Treatment Application filed with the
Commission
Statement of Work #
Mininet Campaign testing Phase
1. INTRODUCTION
This Statement of Work # (SOW) is made this day of December 2008 by and between Elektrobit Inc. (Elektrobit or EB) and TerreStar Network Inc. (TerreStar or TNS) for the PDA reference phone testing against the Mininet system, and is covered by Master Development and Licensing Agreement between Elektrobit and TerreStar dated August 10, 2007, as amendment (Agreement).
2. REFERENCES
[1] Starbase AS-NAS 5bcd Integration Camp Test Specification.doc
[2] Stargate Mininet Campaign RF&HW Test Plan.doc
[3] Stargate Mininet Campaign Application Level Test Specification.doc
3. PROJECT OVERVIEW
At the time of writing this SOW, the Satellite launch is scheduled to June 2009. Considering options for system testing, TSN chose the Mininet to be used for PDA reference phone system level testing in satellite mode. The primary goal in this testing is to verify terminal operation in satellite mode and gather design feedback for next FF#1.3 build.
The main objectives of this SOW are divided to the following work packages:
WP1- Repeating modem tests with Physical layer SW, without SAT delay conditions ([***])
[***]
WP2- FF#1.2 HW/RF testing, without SAT delay conditions ([***]
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WP3- Repeating tests with Physical layer SW, with SAT delay conditions ([***]0
[***]
WP4- Application Level Testing and speech quality measurement ([***])
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[***]
WP5- On-site support and link person for Hughes Network System team ([***])
[***]
4. PERIOD OF PERFORMANCE
Based on the planned schedule this work will extend for a period of approximately [***] months, starting [***] and ending [***].
5. SCHEDULE
The following table includes the target schedule for Mininet Campaign testing activities.
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[***] | [***] | [***] | [***] | [***] | ||||
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[***] | [***] | [***] | [***] | [***] | ||||
[***] | [***] | [***] | [***] | [***] | ||||
[***] | [***] | [***] | [***] | [***] |
6. TERRESTAR FURNISHED ITEMS
The following table list Terrestar Furnished Items to Elektrobit which originate from Program Parties or 3rd Parties.
Mininet Campaign Terrestar Furnished Items:
[***]
7. EB DELIVERABLES
The following list represents Elektrobit deliverables. The Deliverables are based on inputs from other Program Parties and EB activities during Mininet Campaign.
EB deliverables:
[***]
8. PROJECT DEPENDENCIES AND ASSUMPTIONS
The following table lists some but not all of the Mininet Campaign dependencies and assumptions during the milestones M0-M4. These inputs will work as enablers for EB work and have an effect on the schedule, cost and quality of EB support. Dependencies are indicated a D and Assumptions with an A.
Item # | Category | Description | ||
[***] | [***] | [***] | ||
[***] | [***] | [***] | ||
[***] | [***] | [***] | ||
[***] | [***] | [***] | ||
[***] | [***] | [***] | ||
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9. PLACE OF PERFORMANCE AND DELIVERY TERMS
EB will perform the work on [***] premises in [***] and in [***].
10. ACCEPTANCE OF DELIVERABLES
As set forth in section 7 of the agreement, TSN will notify EB of its acceptance or rejection of the deliverables within the thirty (30) day Acceptance period. See the schedule in section 5 in this SOW.
11. PRICING AND PAYMENTS
The services under this SOW will be performed on time and material basis including materials, travel and other expenses.
| Travel and accommodation expenses shall be authorized by Terrestar Networks in advance. Expenses will be invoiced to Terrestar Networks at Elektrobits actual costs plus a 8% administrative fee. |
Billing, payment and other terms and conditions shall be according to Agreement.
The not-to-exceed amount for the services and expenses are as follows. Exceeding these amounts requires written approval from TerreStar Networks:
Description | Total | |||
[***] | ||||
[***] | $ | [*** | ] | |
[***] | $ | [*** | ] | |
[***] | $ | [*** | ] | |
[***] | $ | [*** | ] | |
[***] | $ | [*** | ] | |
Not to exceed sum | $ | 1,212,810 |
11.1. Invoicing
EB may invoice TSN once per month, as set forth in Section 2.1.4 of the Agreement.
11.2. Payment
TSN will pay all undisputed amounts with in thirty (30) days of receipt of EBs invoice, as set in section 2.1.4 of the Agreement
12. CONSULTANT MANAGEMENT AND THIRD PARTY COORDINATION
TSN and EB shall each appoint individuals who shall together serve as the Consultant Steering Group. The Consultant Steering Group will be called upon to resolve any issue in day-to-day aspects of the support effort.
Items that can not be addressed or decided in the Consultant Steering Group will taken to TerreStar for decisions.
TSN is responsible for coordinating between EB and Hughes. In the event that a dispute arises between EB and Hughes, TSN will provide the final resolution to any such dispute with respect to EBs course of action, and EB agrees to be bound by TSNs decision.
13. CONSULTANT STEERING GROUP
TerreStar | EB | Hughes | ||||||||||
Name | Technical | Business | Technical | Business | Technical | Business | ||||||
[***] | [***] |
14. INTELLECTUAL PROPERTY RIGHTS
Ownership and license rights for any EB deliverables provided under this SOW are covered by Section 6 (Ownership of Work Product) of the Agreement
IN WITNESS WHEROF the parties here to have caused this Statement of Work to be executed by their respective duly authorizes representatives as of the last date written below (the Effective Date)
TerreStar Networks Inc. | Elektrobit, Inc. | |||||||
By: | /s/ Jeffrey W. Epstein | By: | /s/ Vesa Raudaskoski | |||||
Name: | Jeffrey W. Epstein | Name: | Vesa Raudaskoski | |||||
Title: | President | Title: | President | |||||
Date: | December 23, 2008 | Date: | January 2, 2009 |