Exhibit 10.6
------------
February 26, 1999
Strategic Supplier Agreement By And Between
ITT Industries, Inc.
ββββ ββββ ββββ ββββ, ββ. βββββ�, βββββββ�
And
EarthWatch Incorporated
ββββ ββββ ββββ, ββββββββ, ββββββββ βββ� βββββ�
This Strategic Supplier Agreement ("Agreement") is entered into by and between
ITT Industries, Inc. ("ITT"), an Indiana corporation, with a place of business
at ββββ ββββ ββββ ββββ, ββββ βββββ�, ββ βββββ� and EarthWatch Incorporated
("EarthWatch"), a Delaware corporation, with its principal place of business at
ββββ ββββ ββββ, ββββββββ, ββββββββ βββββ�.
WHEREAS, ITT and EarthWatch have entered into a separate agreement, pursuant to
which ITT has committed to invest certain funds in EarthWatch as detailed in the
Investment Agreement to be signed in the near future; and
WHEREAS ITT possesses capabilities and expertise in the design and production of
custom designed and manufactured electro-optical Earth imaging spacecraft-borne
sensors; and
WHEREAS EarthWatch may have certain needs to acquire such sensors over the next
ten years;
NOW, THEREFORE, in consideration of the mutual covenants for ITT's investment
and other commitments, contained herein, the parties have agreed as follows:
1. Definitions: For the purposes of this Agreement, the following terms shall
have the respective meanings indicated below.
1.1. Best Value: The assessment by EarthWatch that a bona fide Solicited
----------
Proposal in response to an EarthWatch RFP for a Sensor is in
compliance in all material respects with such RFP and provides
EarthWatch with an overall graded value representing Best Value as
assessed reasonably and in good faith by EarthWatch. The assessment
may include, but need not be limited to, cost, project schedule,
practicality and feasibility of technical design, life cycle costs,
reliability, estimated life, state of the art for Sensors, the use of
specified subcontractors, and contract terms and conditions. Best
Value, however, does not necessarily mean the lowest priced proposal.
A Solicited Proposal submitted by ITT that satisfies the RFP's
technical requirements (including schedule) and falls within or below
EarthWatch's internal "should cost" range for the Sensor shall be
considered to be Best Value.
1
1.2. Parties: EarthWatch and ITT.
--------
1.3. Procurement of a Sensor: The purchase of a Sensor, either newly
------------------------
manufactured or already existing, in response to an RFP, which
ultimately results in title to the Sensor being transferred to
EarthWatch or a wholly owned subsidiary of EarthWatch.
1.4. Request for Proposal (RFP): A written request by EarthWatch for
--------------------------
delivery of one or more Sensor(s). The RFP shall identify
requirements for the Sensor based on EarthWatch's statement of work,
shall specify a required delivery date, and shall state the terms and
conditions associated with the procurement. The RFP shall include a
Statement of Work that encompasses design (if required), manufacture,
and delivery of the Sensor(s). The final content of an RFP, including
Statement of Work, attachments, and the "should cost" analysis shall
be the sole responsibility of EarthWatch.
1.5. Sensor: An electro-optical device that images the Earth from a
------
spacecraft, encompassing all subsystems and components necessary for
conversion of photons into digital electronic output for delivery to
the spacecraft bus's wideband data system including optics, baffles,
focal plane(s), sensor electronics, unique power supplies,
calibration sources, optical covers, and built-in sensor thermal
management systems, as well as any other subsystems or ancillary
support equipment customarily provided with the type of sensor being
procured. This definition of Sensor is intended to apply to what are
normally considered "payload" instruments, and to exclude ancillary
sensors normally part of a satellite bus, such as those used for
attitude control.
1.6. Solicited Proposal: A proposal received in response to an EarthWatch
------------------
Request for Proposal.
2. Exclusive Provider of Sensors
2.1. EarthWatch agrees that ITT shall be the exclusive provider and Sensor
systems integration prime contractor to EarthWatch of Sensors when
EarthWatch procures a Sensor to fly on either a spacecraft procured
by EarthWatch or to fly on a spacecraft owned or operated by another
party. ITT in turn agrees to provide Sensor systems integration and
other related services, and Solicited Proposals meeting EarthWatch's
requirements, including that ITT provide Best Value in its proposals
to provide Sensors to EarthWatch.
2.2. EarthWatch and ITT will cooperatively work to develop the concepts
for the Sensors. ITT will be involved in all material aspects of the
concept development and/or definition for the Sensors, including
without limitation the "should cost" analysis for the Sensors, and in
the development of all material elements for the resulting RFP. This
includes insight and visibility into potential Sensor subsystem
vendor identification by EarthWatch or ITT. As part of the concept
development activity, EarthWatch will contract with ITT to cover cost
items
2
incurred during the concept development that ITT would not normally
be incurring as part of ITT's own independent R&D, B&P, or other non-
EarthWatch ongoing business. Notwithstanding the foregoing,
EarthWatch shall have final control of the contents of any RFP
resulting from this process. The RFPs and RFP exhibit or attachment
documents, including the "should cost" analysis, that result from
concept development process will be considered EarthWatch proprietary
and confidential material for the purposes of Section 6.2, except to
the extent specifically agreed upon by the parties; provided however,
that this RFP information will be available to ITT and ITT's
potential suppliers and subcontractors.
2.3. After completion of concept definition and requirements
specification, when EarthWatch procures a Sensor, it will issue an
RFP to ITT. The RFP will specify a reasonable time limit for the
submission of Solicited Proposals; this time limit will normally be
thirty (30) to forty-five (45) days, but may be extended by agreement
of EarthWatch.
2.4. Within the response time identified in the RFP, or as extended by
mutual agreement, ITT will respond with a proposal for delivery of
the Sensor.
2.5. Should ITT furnish a Solicited Proposal that fails to satisfy the
definition of Best Value, EarthWatch, after the process in Section 4
is completed, if elected by ITT, shall have the right to direct that
a subcontract(s) be entered into with another supplier(s) to procure
Sensor subsystem(s), which subsystem(s) would then be integrated into
the Sensor under ITT's Sensor systems integration prime contract.
2.6. Upon receipt of a Best Value proposal, EarthWatch and ITT shall enter
into good faith negotiations to allow the issuance of a contract.
3. Determination of Best Value - EarthWatch may, in good faith, use one or
more fair, reasonable and objective methods appropriate to the particular
procurement to support a determination of Best Value. Possible methods
include:
3.1. Following submission of a Solicited Proposal by ITT, EarthWatch may
require ITT to provide back-up data to a Solicited Proposal including
cost data and subcontract data.
3.2. During concept development, the Parties may discuss with potential
Sensor subsystem suppliers alternative technologies that may improve
performance or lower costs. The results of these discussions will be
shared with the other Party to allow ITT to enhance the value to be
delivered to EarthWatch and facilitate the determination of Best
Value by EarthWatch. In order to be in a position to verify the Best
Value of ITT's Solicited Proposal, EarthWatch may, upon release of
the RFP for the Sensor, solicit non-binding proposals from
alternative Sensor subsystem suppliers with notification to ITT.
Alternative proposals for the Sensor, however, may not be solicited.
4. Remedy for Non-Best Value Proposals
3
4.1. Should EarthWatch reasonably and in good faith determine that the ITT
Solicited Proposal does not offer Best Value, EarthWatch shall so
inform ITT in writing within forty-five (45) days of receipt of the
Solicited Proposal. Any determination by EarthWatch that the ITT
Solicited Proposal does not represent or does not constitute Best
Value needs to be based upon significant, as opposed to minor,
technical considerations and/or a total price differential of at
least the following: twenty percent (20%) in connection with RFPs for
which the EarthWatch "should cost" analysis is $50 million or less;
ten percent (10%) in connection with RFPs for which such "should
cost" analysis is greater than $50 million but no more than $150
million; and five percent (5%) in connection with RFPs for which such
"should cost" analysis is more than $150 million. EarthWatch's
notification will provide a clear, detailed statement of why the ITT
Solicited Proposal does not offer Best Value, and offer good faith,
constructive suggestions on how ITT could improve its proposal so
that it does offer Best Value (including the possibility that ITT
engage one or more specified subcontractors). In no event, however,
will EarthWatch have any obligation to provide ITT with any
information that EarthWatch receives on a confidential basis and
under a duty or obligation of non-disclosure from other suppliers.
Where suppliers exist whose inclusion as ITT subcontractors would
result in the ITT Proposal offering Best Value, then EarthWatch's
notification should state this fact and identify such suppliers.
4.2. Within twenty (20) days of receipt of an EarthWatch notification per
(S)4.1, ITT may take any of the following actions:
(i) ITT may revise and resubmit the Solicited Proposal, which shall
represent a good faith effort on the part of ITT to satisfy the
requirements of a Best Value proposal and which EarthWatch will
then evaluate and consider as provided in (S)4.1;
(ii) ITT may inform EarthWatch that it declines to modify the
Solicited Proposal, in which case the provisions of (S)4.2.1
shall apply; or
(iii) ITT may appeal EarthWatch's determination that a Solicited
Proposal does not represent Best Value in accordance with
(S)4.3.
4.2.1 Upon notice of a second determination of Non-Best Value by
EarthWatch, and following completion of the appeal process set forth
in (S)4.3, it is agreed that ITT's Sensor prime contract will become
a cost reimbursable contract with a 15% fixed fee. EarthWatch shall
have the right to direct that a subcontract(s) be entered into with
another supplier(s) to procure Sensor subsystem(s), which
subsystem(s) would be integrated into the Sensor under ITT's Sensor
systems integration prime contract.
4.3. For any determination by EarthWatch that an ITT Solicited Proposal
does not provide Best Value, ITT may request in writing, within the
time limits of Section 4.2 as applicable, an evaluation of
EarthWatch's determination that the proposal
4
does not represent Best Value. Such evaluation shall be submitted to
a three person committee consisting of the then current EarthWatch
CEO, an EarthWatch board member selected by ITT, and one Independent
EarthWatch director selected by majority vote of Independent Earth
Watch directors. For the purposes of this section, a director is
Independent if he or she was not nominated, elected, or appointed by
and has no association (as such term is defined in Rule 142(b)(2) to
the Securities Act of 1933) with any party having any agreement with
respect to the sale of goods to EarthWatch. ITT shall have a fair
opportunity to make a presentation to this committee on why ITT
believes that its Solicited Proposal constitutes Best Value. The
finding of this committee shall be the definitive determination of
Best Value, be rendered within fourteen (14) days by majority vote,
and shall be transmitted to the EarthWatch board as a whole and
recorded in the board minutes. If the committee finds that the
proposal does represent Best Value, EarthWatch and ITT shall enter
into a contract for the Sensor. If the committee finds that the
proposal does not represent Best Value, then EarthWatch may proceed
according to Section 2.5; provided that ITT shall have the one time
right within 30 days of a decision to resubmit a revised proposal per
(S)4.2.(i), and EarthWatch shall evaluate and consider the
resubmitted proposal as provided in (S)4.1, with the provisions of
Section 4.2 and this Section 4.3 again being applicable such second
time.
5. Term, Termination, Rights and Obligations Upon Termination - Section 5
lists the conditions that constitute delay or default by either Party, the
remedies available to each Party, the obligations of each Party, and the
conditions for termination.
5.1. Term. This Agreement, unless terminated earlier, and subject to the
----
provisions of this (S)5.1 herein below, shall continue for ten (10)
years from the effective date of this Agreement. This Agreement,
while effective, shall apply to all Sensors, the Procurement of which
occurs or is commenced during the Term of the Agreement, whether or
not the Sensor is intended to fly on a spacecraft during the Term of
the Agreement; provided, however, that the Parties intend that this
Agreement shall cover and apply to at least six (6) Sensors, and
agree that the Term of this Agreement shall extend, and be extended,
for up to five (5) additional years to the extent necessary or
appropriate to encompass or apply to such six (6) Sensors. Except for
a termination in accordance with (S)5.2 and (S)5.3, the provisions of
this Agreement shall survive termination or expiration to the extent
necessary or appropriate to give effect to the preceding sentence. At
the termination of the Agreement, the obligations under (S)6.2 shall
continue for five years.
5.2. Default by ITT: ITT is in default of this Agreement ("Default") if
--------------
ITT:
5.2.1. breaches any material provision of the Agreement, or any
resulting contract for a Sensor, and does not commence curing
such breach within forty-five (45) days of written notice
thereof, or if such breach is not capable of cure within such
forty-five (45) day period, undertake
5
and continue diligent efforts to cure, and cure such breach
within ninety (90) days; or
5.2.2. seeks protection under any bankruptcy, receivership, creditors
arrangement, composition or comparable proceeding, if any such
proceeding is instituted against ITT and is not dismissed
within sixty (60) days, or if ITT shall admit, before a court
of law, its inability to pay its debts as such debts become
due.
5.3. Remedies for ITT Default: In the event of Default by ITT, EarthWatch
------------------------
may terminate this Agreement and any resulting Sensor contract, and
may pursue any remedies available under law, including the Uniform
Commercial Code if applicable, and also including equitable remedies
or relief such as (without limitation) specific performance, except
that ITT will not be liable for any incidental, special, indirect, or
consequential damages.
5.4. Default by EarthWatch: EarthWatch is in default of this Agreement
---------------------
("Default") if EarthWatch:
5.4.1. breaches any material provision of the Agreement, or any
resulting contract for a Sensor, and does not commence curing
such breach within forty-five (45) days of written notice
thereof, or if such breach is not capable of cure within such
forty-five (45) day period, undertake and continue diligent
efforts to cure, and cure such breach within ninety (90) days;
or
5.4.2. seeks protection under any bankruptcy, receivership, creditors
arrangement, composition or comparable proceeding, or if any
such proceeding is instituted against EarthWatch and is not
dismissed within sixty (60) days, or if EarthWatch shall
admit, before a court of law, its inability to pay its debts
as such debts become due .
5.5. Remedies for EarthWatch Default: In the event of Default by
-------------------------------
EarthWatch, ITT may terminate this Agreement and any resulting Sensor
contract, and/or may pursue any remedies available under law,
including the Uniform Commercial Code if applicable, and also
including equitable remedies or relief such as (without limitation)
specific performance, except that EarthWatch will not be liable for
any incidental, indirect, special, or consequential damages.
6. Miscellaneous Other Terms
6.1. Use of ITT Systems as a Supplier: During the Term of this Agreement,
--------------------------------
EarthWatch will agree to include ITT Systems, a division of ITT ("ITT
Systems"), on its list of preferred suppliers for custom efforts in
those areas in which EarthWatch is aware that ITT Systems has
resources and expertise. Possible areas include, but are not limited
to, work, support and/or services related to:
6
. Development of ground command and control systems;
. Spacecraft simulator development;
. Satellite scheduling and tasking software;
. Earth ground stations which EarthWatch might undertake or
commence beyond QuickBird 1 and 2; and
. Launch services and processing support for EarthWatch's
satellites and/or payloads which EarthWatch might undertake or
commence beyond QuickBird 1 and 2.
6.1.1. As reasonable, EarthWatch will notify ITT Systems of, and
furnish ITT Systems on a timely basis with, any competitive
requests for proposals released by EarthWatch relating to
those scopes in which ITT Systems has competencies known to
EarthWatch. Requests relating to standard off-the-shelf
products and requests that do not represent an opportunity
for ITT Systems to receive an award will not be furnished to
ITT Systems. EarthWatch will consider ITT Systems for the
award of a contract for compliant proposals submitted by ITT
Systems in response to such requests.
6.1.2. Both parties acknowledge that EarthWatch has existing
relationships with suppliers in some of the areas in which
ITT Systems possesses resources and expertise. Nothing in
this Section creates an obligation on the part of EarthWatch
to eliminate or alter such relationships.
6.2. Mutual Confidentiality: The Parties agree that all code, inventions,
----------------------
algorithms, know-how and ideas and all other business, technical and
financial information they obtain from the other Party are the
confidential property of the disclosing Party ("Proprietary
Information" of the disclosing Party). Except as expressly and
unambiguously allowed therein, and except as might be required to
comply with a court order or subpoena or other government directive or
requirement, the receiving Party will hold in confidence and not use
other than for the intended purpose or disclose any Proprietary
Information of the disclosing Party and shall similarly bind its
employees in writing. This obligation shall survive the expiration of
this Agreement and shall terminate five years after the expiration of
this Agreement.
6.2.1. Information Not Protected: The receiving Party shall not be
obligated under this Section with respect to information the
receiving Party can document or demonstrate:
6.2.1.1. Is or has become readily publicly available without
restriction through no fault of the receiving Party
or its employees or agents; or
7
6.2.1.2. Is received without restriction from a third party
lawfully in possession of such information and
lawfully empowered to disclose such information; or
6.2.1.3. Was rightfully in the possession of the receiving
Party without restriction prior to its disclosure by
the other Party; or
6.2.1.4. Was independently developed by employees or
consultants of the receiving Party without access to
such Proprietary Information.
6.3. Force Majeure: Neither of the Parties shall be liable for default or
-------------
delay caused by any occurrence beyond its reasonable control,
including but not limited to fires, strikes or labor disputes, acts
of God, of governmental authority or of the public enemy, war, riot
or civil commotion.
6.4. Assignment: Neither Party may assign any rights or obligations
----------
hereunder without the prior express written consent of the other,
except to a third party pursuant to a merger, sale of all or
substantially all assets, transfer to a subsidiary, or other
corporate reorganization, where such third party is liable, along
with the assigning Party, for the duties and obligations set forth in
this Agreement. Any purported assignment or transfer shall be void
and ineffective without such written consent, provided that such
permission will not be unreasonably withheld. Subject to the above
restrictions on assignment, the Agreement shall inure to the benefit
of and bind the successors and assigns of the Parties .
6.5. Notices: All contractual correspondence, including notices, reports
-------
and documentation, shall be addressed as follows:
EarthWatch Incorporated
Mr. βββββ� ββββββββ, Director of Contracts
ββββ ββββ ββββ
ββββββββ, ββ βββββ�
Phone No: βββ�.βββ�.ββββ
Fax No.: βββ�.βββ�.ββββ
E-mail: βββββββββ@ββββββββββββ.βββ�
ITT Industries, Inc.
ββ. ββββββ ββββββββ
ββββ ββββ ββββ ββββ
ββββ βββββ�, ββ βββββ�
Phone No: (βββ�) βββ�-ββββ
Fax No.: (βββ�) βββ�-ββββ
E-mail: ββββββββ@βββ�.βββ�
Such communications shall be effective when they are received by the
addressee; but if sent by certified mail or express courier service
in the manner set forth above, they shall be effective five (5) days
after being deposited in the mail or two (2) days after being
delivered to the courier. Any Party may change its address
8
for such communications, or may change its authorized representative
under (S)6.6, by giving an appropriate notice to the other Party in
conformity with this Section.
6.6. Authorized Representatives: The only individuals authorized to make
--------------------------
changes to this Agreement and to sign contract documents are:
6.6.1. for EarthWatch, βββββββ� β�. βββββββββ�, III, President & CEO.
6.6.2. for ITT Industries, ββ. ββββββ β�. ββββββ, President, ITT
Defense.
6.7. No ΐΦΜμΜΓappΟΒΤΨt Venture: No joint venture or partnership between the Parties
----------------
shall be deemed or construed to have been created by this Agreement.
Except as expressly set forth, no Party is by virtue of this
Agreement authorized as an agent, employee or legal representative of
any other Party. The relationship of the Parties is, and at all times
will continue to be, that of independent contractors .
6.8. Severability: If any provisions of this Agreement, or application
------------
thereof, shall for any reason and to any extent be invalid or
unenforceable, the remainder of this Agreement shall remain in full
force and effect and be interpreted so as to best reasonably effect
the intent of the Parties hereto.
6.9. No Waiver: The failure of any Party to enforce any of the provisions
---------
of this Agreement shall not be construed to be a waiver of the right
of such Party thereafter to enforce such provisions.
6.10. Definitive Agreement: This Agreement, once signed and approved by
--------------------
each of the Parties, constitutes a legally binding and enforceable
obligation on the part of each of the Parties hereto and their
successors in interest, subject to the terms and conditions contained
herein. The effectiveness of this Agreement shall be governed by
(S)6.19.
6.11. Compliance with Law: All Parties to this Agreement shall comply with
-------------------
all applicable federal, state, and local laws and regulations in
performing their duties hereunder.
6.12. Applicable Law: This Agreement shall be governed by and construed in
--------------
accordance with the laws of the State of Colorado, without regard to
conflict-of-laws provisions.
6.13. Dispute Resolution, Arbitration, and Jurisdiction:
-------------------------------------------------
6.13.1. Efforts to Resolve Disputes: The Parties agree to use all
---------------------------
reasonable efforts to resolve any disputes under, or in
relation to, the Agreement quickly and amicably to achieve
timely and full performance of the terms of the Agreement.
This expressly includes the right of the President or CEO of
either Party to personally discuss the disputed issue with
his or her counterpart of the other Party. This Section 6.13
shall not expand or delay the resolution of matters governed
by Section 4.3.
9
6.13.2. Notice of Dispute and Informal Resolution: Any Party that
-----------------------------------------
believes a dispute, controversy or claim has arisen under, or
relating to, the Agreement, or the termination hereof must
give written notice thereof to the other Party as soon as
reasonably practicable after the occurrence of the event or
matter which is the subject of such dispute, and in such
notice such Party shall provide particulars of the
circumstances and nature of such dispute and of its claim(s)
in relation thereto, and shall designate a person as its
representative for negotiations relating to the dispute,
which person shall have authority to settle the dispute. The
second Party shall give a written response to the first Party
within seven (7) days of the second Party's receipt of such
notice, specifying the second Party's position in relation to
the dispute and designating as its representative in
negotiations relating to the dispute a person with similar
authority. The designated representatives of each Party shall
then use all reasonable efforts to settle the dispute within
twenty (20) days.
6.13.3. Escalation of Informal Resolution: If the Parties' designated
---------------------------------
representatives cannot resolve the dispute within that time,
the dispute may be escalated by either Party by submitting
the matter in writing to each Party's Authorized
Representative (as designated in Section 6.5 Notices, of this
Agreement), or to such other senior executives as may be
mutually agreed upon in writing by the Parties from time to
time.
6.13.4. Arbitration: Except for any matters subject to and finally
-----------
determined pursuant to Section 4.3, if the Parties cannot
resolve the dispute during the time period and in the manner
set forth in (S)6.13.1 through (S)6.13.3 herein, then any
claim, demand, or cause of action which arises out of or is
related to this Agreement, or the termination hereof
(collectively, "Claims"), shall be resolved by binding
arbitration in Washington, D.C., U.S.A., in accordance with:
(i) the then current commercial arbitration rules and
regulations of the American Arbitration Association (the
"AAA"); and (ii) the terms and conditions of this Agreement.
The terms of this Agreement shall control in the event of any
inconsistency between it and the AAA rules.
6.13.5. Arbitration Procedures: A Party desiring to submit a matter
----------------------
to arbitration shall give written notice to the other Party.
The parties shall mutually agree upon an arbitrator, and in
the event that they cannot agree to an arbitrator, each Party
shall choose one arbitrator, who shall then pick a third
arbitrator who will arbitrate any Claims. Such third
arbitrator shall decide the matters submitted based upon the
evidence presented and the terms of this Agreement. Such
arbitrator shall issue a written award which shall state the
basis of the award and include detailed findings of fact and
conclusions of law. Any United States District Court of
competent jurisdiction may enter judgment upon any award,
either by confirming the award or by vacating, modifying or
correcting the award. Based on its review of the written
record of the
10
arbitration, the Court may vacate, modify or correct any
award: (i) based upon any of the grounds referred to in the
Federal Arbitration Act, (ii) where the arbitrator's findings
of fact are not supported by substantial evidence, or (iii)
where the arbitrator's conclusions of law are erroneous.
6.13.6. Injunctive Relief: Except as limited by Section 4.3, nothing
-----------------
contained in this Section 6.13 shall prevent either Party
from seeking injunctive relief from any court of competent
jurisdiction prior to, during, or in addition to such
arbitration.
6.14. Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR
-----------------------
ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY
KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN
INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
6.15. Entire Agreement: This Agreement constitutes the entire understanding
----------------
and agreement of the Parties with respect to the subject matter and
supersedes all prior and contemporaneous agreements or
understandings. By signing this Agreement, each Party represents to
the other that it has the authority to sign this Agreement and this
Agreement is enforceable against it in accordance with its terms.
6.16. Construction of Agreement. This Agreement has been negotiated by the
-------------------------
respective parties hereto and the language of this Agreement shall
not be construed for or against any party.
6.17. Public Announcements: Neither Party nor any of their officers,
--------------------
directors, employees, agents or representatives shall make any
disclosure or public announcement with respect to the transaction
contemplated by this Agreement without prior written approval of the
other Party, except as such disclosures may be required by law.
6.18. Headings. Section headings used in this Agreement are inserted for
--------
convenience only and in no way are to be construed to define, limit
or affect the construction or interpretation hereof.
6.19. Effectiveness of the Agreement: Following execution, this Agreement
------------------------------
becomes effective on the date that ITT conveys to EarthWatch the
investment of $25 million detailed in the Investment Agreement
between the Parties and EarthWatch conveys to ITT the corresponding
shares of EarthWatch stock. Subject to the provisions of Section 5.1,
this Agreement shall expire ten (10) years after the effective date.
This Strategic Supplier Agreement is executed on the dates and by the persons
whose names and signatures appear below and shall be effective in accordance
with (S)6.19.
11
ITT Industries, Inc. EarthWatch Incorporated
/s/ ββ. ββββββ β�. ββββββ /s/ βββββββ� β�. βββββββββ�, III
Signature Signature
ββ. ββββββ β�. ββββββ βββββββ� β�. βββββββββ�, III
----------------------------- ------------------------------------
Name Name
President, ITT Defense President & CEO
----------------------------- ------------------------------------
Title Title
February 26, 1999 February 26, 1999
Date Date
12