Nokia MicroNET Product Description

0098-EX-PL-2015 Text Documents

LOCIVA

2015-02-23ELS_159246

Lociva 15330 Riding Club Drive Haymarket VA 20169 (703)753-6000 Reference: MICRONET Deployable 4G LTE System Submitted by: Lociva Address: 15330 Riding Club Dr Haymarket VA 21069 Telephone: (703) 753-6000 Facsimile: (703) 753-6200 POC: Paul Christoforou Date: December 2014 DUNS: 134110621 Page 1 of 10 15/12/2014

LOCIVA Lociva is a mobile communications technology firm based in Northern Virginia, providing high performance UMTS and LTE mobile networks supporting voice, messaging (SMS and MMS) and high-speed packet data (HSDPA/LTE) services, specialized telecommunications solutions and consulting services: - Wireless voice and packet data technology, (GSM, MAP/SS7, GPRS/EDGE, CDMA, UMTS, HSDPA, WiMax 802.16d/e, satellite, SIP, T1/E1) - Wireless data and messaging application integration services - Security provisioning on wireless networks and devices - Network design, deployment and optimization - Customized software and hardware for customer specific functionality/requirements Contact Details Paul Christoforou 15330 Riding Club Drive Haymarket VA 20169 Tel: (703) 753-6000 Fax: (703) 753-6200 Email: pac@lociva.com

MicroNET Deployable 4G LTE System Introduction Lociva’s MicroNET Deployable 4G LTE System is a fully featured, self- sufficient private 4G LTE network supporting up to 128 simultaneous data sessions. The MicroNET System comprises a Nokia FlexiZone LTE eNodeB with a software based 4G LTE network core packaged together in a small, rugged, portable case. The MicroNET system can be deployed as a Private 4G LTE network configuration (with private SIM cards) or an extension of a Public Mobile Network Operator Network - when diameter authentication services are enabled and configured to allow authentication to a remote MNO HSS. Available services include: • Local DNS for local packet data service offload • Integral VoLTE services – with local offload to a SIP gateway • Dedicated Bearer support with prioritization • SMS over LTE • Multicast support Supporting up to 128 users with up to 70Mbps downlink and 30Mbps uplink speeds – the system takes less than 5 minutes to provide a 4G LTE service. With up to 2 x 5W MIMO transmit power, the system provides significant range when deployed with a suitable antenna system. External connectors are provided for 110/240VAC power, Ethernet connectivity to a local LAN or Satellite terminal, antennas and GPS. Local System Management is via an embedded web-server, which is accessed from handset or tablet connected to the system. The Nokia FlexiZone and our 4G Network Core SW capabilities are detailed in the following pages of this document Page 3 Confidential Information

NSN FlexZone 4G LTE Micro Cell The NSN FlexZone is a pole mount LTE radio that comprises an LTE Micro Cell radio providing up to 2 x 5W power output. The FlexZone Microcell has the following features NSN FlexZone Microcell • Up to 5W per TRX – (configurable to 250mW) • Bandwidth – up to 20MHz • LTE Band options; 1 (2100MHz), 4 (2100/1700MHz), 7 (2600MHz), Band 3 (1800MHz) and Band 41 (2500MHz) • 16-64 simultaneous active users per Micro Cell System • Up to shared 75Mbps DL and 35Mbps UL • Form Factor – pole mount IP67 enclosure - 10” x 14” x 3.5” • Weight – 11lbs • 90-264 VAC input, 120W max power consumption • Temperature range (-40 to +45 C ambient) • Interfaces: Antenna Connections (2), Power (1), Ethernet (1) Page 4 Confidential Information

EdgeCentrix LTE Packet Core Provides a complete LTE network core solution for portable and transportable mobile communication systems, integrating HSS/MME/SGW/PGW functions. The EdgeCentrix system is entirely IP based supports LTE eNodeB’s for radio access (RAN) providing voice, SIP interface and high speed data services without the need for additional 3rd party equipment. EdgeCentrix LTE Packet Core Features The EdgeCentrix SoftCore is a standalone network solution for small scale and portable LTE deployments, integrating HSS, MME, SGW and PG. The EdgeCentrix SoftCore is entirely IP based, and currently supports multiple OEM LTE eNodeB’s for radio access providing voice (with SIP interconnect) and data services without the need for additional 3rd party equipment. Specifications Integrated LTE CN elements HSS, MME, SGW, PGW Supported eNodeB’s NSN, QuCell and other OEM radios PS & HSDPA services Integral packet core drops user data to local LAN. Authentication and ciphering UMTS and GSM authentication challenge modes. Standard LTE/UMTS AUTN, CK, IK and AUTS support. Hardware platforms Small i86 ITX or ARM9 boards to rack-mount HP ProLiant servers, depending on capacity requirements. Management and provisioning Command line base tools The EdgeCentrix LTE packet core provides the functional capability defined in this document and in the attached product data sheet. Specifically the system currently supports the following capabilities - Multiple LTE access points (FAP’s) and eNodeB’s - Integral HSS, MME, PGW/SGW functions - USIM SIM support with Milenage authentication - Real time OAM monitor for handset registration, authentication and attach/detach - OAM management status - CLI for system configuration and management - Optional web browser interface for subscriber configuration and management Page 5 Confidential Information

- Trace file logging - Linux OS – SoftCore process runs as a service with auto start and restart - Automatic IP and routing table management - Integrated NAT to facilitate PS service provisioning EdgeCentrix LTE Packet Core Customization The QX3 SoftCore can be adapted from its basic core functionality to satisfy (maybe non-standard) requirements from our customers so that they can meet their own technical and business objectives. Unlike traditional LTE/UMTS network vendors, we can implement new features quickly and cost-effectively, and so respond dynamically to our customer’s wishes. EdgeCentrix LTE Core Options The features illustrated below are options to the entry level EdgeCentrix Network Core functionality describe above and may be licensed at time of purchase or at a future data • Centralized HSS – allows centralized subscriber management and authentication • Local ‘Cached’ HSS – allows the LMCS to use cached subscriber database in the event of backhaul failure – allows continual use of the LMCS in the event of a link failure to the centralized HSS • LTE Handover – allows MME and X2 LTE handover between multiple LTE radios • Multicast - IGMP - supports situational awareness applications – bi-directional • VoLTE: supports voice calls from the LTE handset dialler – on the LTE 4G network – calls terminate to a local SIP gateway on the PSTN or private SIP network • SMS over LTE • LTE Relay – allows multiple LTE systems to establish IP connections automatically between themselves • MME Mobility –allows multiple LTE systems to uses external IP networks to automatically set up IP connections between systems. In addition MME to MME handover will allow the PDP-context for active data sessions to retain their IP address after handover allowing continuous streaming within the private network. Option 1: Centralized HSS The EdgeCentrix Centralized HSS System supports the “Diameter S6a” interface between remotely deployed EdgeCentrix LMCS Systems and the EdgeCentrix Centralized HSS System for centralized subscriber management and authentication. In the event of a backhaul failure the Diameter S6a interface on the remote EdgeCentrix LMCS Systems can use a cached version of the HSS stored locally on the EdgeCentrix LMCS System, so that it functions as a standalone system in the event of a backhaul failure Option 2: LTE Handover Handover is supported on the S1 (MME) and X2 interface. Option 3: Multicast Multicast will support IGMP broadcast capability in the EdgeCentrix LMCS System – this will interoperate with military multicast systems supporting Phone-Phone, Network-Phone and Phone-Network scenarios. Option 4: VoLTE “IMS Lite” The EdgeCentrix Network Core supports a simplified version of VoLTE, which directly converts LTE voice calls to SIP for termination on a SIP gateway. The EdgeCentrix Network Core is configured to provide the P-CSCF address to the LTE subscriber device, which then registers with the specified ‘P-CSCF’, to make calls through it. VoLTE calls made by a subscriber device appear as a call coming in on the SIP-IMS instance configured as the P-CSCF. Call handling and routing is normal and media is handled normally within the EdgeCentrix core and only transcoded if it is necessary to do so. Option 5: LTE SMS SMS over LTE support is implemented in the EdgeCentrix Network Core Page 6 Confidential Information

Option 6: LTE Relay LTE modems associated with the EdgeCentrix LTE MME/PGW system can be directed to connect automatically to other EdgeCentrix systems – allowing high speed IP connections to bridge the two networks – allowing subscribers to share services between the two systems. Option 7: MME Mobility MME Mobility is a separate feature, which combines MME to MME handover, and non-3GPP (EdgeCentrix custom) access methods to be able to transfer active data sessions between multiple EdgeCentrix Systems without the user (or applications) being aware. An example scenario would involve different EdgeCentrix LMCS Systems deployed on different vehicles. A subscriber with an active data session on an EdgeCentrix LMCS System on Vehicle 1 is accessing a streaming video session If another EdgeCentrix LMCS System arrives on Vehicle 2 in such a way that its radio coverage overlaps that from Vehicle 1 and if Vehicle 1 drives away, or if the subscriber walks towards Vehicle 2 such that the handset prefers the second system for its RF coverage - in this scenario, the subscribers active data session is transferred to the second EdgeCentrix LMCS system. IP engineering re-routing and such like is done such that the end-to-end IP data path from the handset remains the same. Actual authentication of users occurs when they first attach to an EdgeCentrix LMCS System. In the example above, when the subscriber data sessions are transferred from one system to another, authentication can be executed in 2 ways. Either the EdgeCentrix LMCS System on each vehicle has knowledge of all subscribers (SIM’s) in the network or authentication is backhauled - using Diameter to the Centralized HSS System – a single location for subscriber SIM management. EdgeCentrix LTE Application Support The EdgeCentrix LTE systems provide high-speed 4G LTE data services to standard COTS subscriber devices supporting LTE services. Applications resident on LTE subscriber devices will provide a secure environment for task specific functions – providing a complete LTE “eco-system” that provides voice, push-to-talk, group calling, shared video streaming, in-network roaming, security and other valuable services. Specific Applications Validated on the EdgeCentrix Network Core SW • Dual VPN application (MACE) - an handset client that allows all data to be secured with a double VPN tunnel to a centralized server – client activation typically takes less than 30 seconds to set up the double VPN tunnel allowing secure voice and data services • Shared Video distribution applications – supports shared video am desktop streaming between multiple subscriber devices (handsets, PC’s) on any routable network – and across the internet if needed. • Push-To-Talk applications – predefine user groups and channels – SOP similar to existing voice radio networks • Net-Warrior applications • Medical support applications Handset/ Tablet interoperability • Multi band (cross band) modems provide local LAN and WiFi connectivity to legacy devices • Smart phones, tablets provide connection to the internet or local application servers • Dual SIM converters allow use of “bring your own devices” References CTI&E Branch, CERDEC S&TCD: Nett Warrier application suite, ACS MACE application suite with a two-layer security approach, WIN-T Inc 1. Directed Requirement Testing iREMS , G2: LTE/UMTS system integration Muscatatuck Training Center, IN: LTE network deployment SOCOM, UTB Lab, FL: Complete GSM.UMTS, LTE network deployment Mobility Lab, NSA, MD: Complete GSM, UMTS, LTE network deployment Page 7 Confidential Information

EdgeCentrix Deployable 4G LTE Pico Cell System Configuration Options 4G LTE Network Core EdgeCentrix LTE SoftCore SW is provided as SW license preinstalled on a rugged computing platform. The SW is licensed by the number of simultaneous 4G LTE sessions. Optional 4G LTE Network Core Features • Private Network Configuration (standard) • Diameter Services for connection to a remote HSS for subscriber authentication and management • VoLTE services – all LTE voice bearers terminate to SIP G729/711 for local routing • Multicast serices – IGMP FlexiZone eNobeB configuration Specify the required LTE Band with Purchase Order Antennas and Power cable is included. Masts, RF cables and specialized antennas may be quoted separately System integration IP connections to application servers to facilitate video, email and other such services on the handsets may be required. The radios will be preconfigured with customer supplied IP addresses and BTS ID’s as required and will work out of the box on delivery. Support Telephone support: weekdays - M-F – 9am to 5pm EST SW bug fixes: 6 months HW warranty: 12 months SW Support & Maintenance: 12 months – includes point code releases during support term Page 8 Confidential Information

Lociva Standard Terms & Conditions for Purchase Orders Whereas, a purchase order (the “PO”) has been 3. PAYMENT TERMS. the result of Purchaser's or a third party’s use of the placed by purchaser, to purchase and license Equipment or Software in conjunction with Equipment and Software, as defined above, 3.1 Unless otherwise agreed in writing, payment of equipment electronically or mechanically (collectively, the “Products”) and services from the Contract Price is due (subject to Section 10.2, incompatible or of an inferior quality; or (d) the Lociva, located at 15330 Riding Club Dr, Haymarket without any right of set-off) as follows: 25% of the defect was the result of damage by fire, explosion, , VA 20169, USA (“LOCIVA”), an authorized agent total Contract Price is due with Purchase Order power failure, or any act of nature. for ipaccess ltd (IPACCESS) and Zynetix Ltd. (PO). (ZYNETIX) manufacturers (MANUFACTURERS) of 5.4 In no event shall LOCIVA be obliged to provide 3.2 Purchaser may pay by certified check or transfer on-site maintenance. Subject to the provisions of the Products defined above. The “Agreement” funds directly to LOCIVA’s bank account. this warranty clause, defective parts must be comprises the PO and these PO Terms & Conditions. returned within the Warranty Period by Purchaser 4. DELIVERY TITLE & RISK. DDP to LOCIVA's appointed repair facility and said 1. SCOPE. 4.1 All Equipment and Software will be delivered by defective parts will be promptly repaired or replaced LOCIVA DDP (Delivery Duty Paid), as defined in by LOCIVA at no additional charge to Purchaser. In In accordance with the PO issued by Purchaser and connection with such return by Purchaser, Incoterms 2000 (“Delivery”). accepted by LOCIVA, LOCIVA shall: (a) sell, and Purchaser shall comply with LOCIVA’s Return deliver, as defined in Section 4.1, that Equipment so 4.2 Title to the Equipment shall pass to Purchaser Material Authorisation (RMA) procedures. LOCIVA specified in the PO ("Equipment" being defined as on Delivery or Payment in full whichever is the later. shall deliver the repaired or replacement parts DDP the hardware component of each Product); (b) grant to Customer’s designated location. However, if there to Purchaser a perpetual, one-time transferable, 4.3 The Software shall at all times remain the was no fault found (NFF) in the working condition of non-exclusive, paid-up licence to use the Software exclusive property of the MANUFACTURER. the Product, Purchaser shall pay such transportation (as defined in Section 7.1) on the terms and costs along with LOCIVA’s NFF charge of FIVE conditions set forth in Section 7; and (c) install and 4.4 All risk of loss or damage to the Equipment and HUNDRED DOLLARS ($500.00) per item. Risk of commission the infrastructure Products ("Installation Software will pass to Purchaser upon Delivery. loss or damage shall pass to the receiving party on Services") if such service is specified in the PO and delivery. LOCIVA will charge Purchaser for any 4.6 LOCIVA will use reasonable efforts to meet provide other services specified in the PO maintenance carried out which is not covered by the Purchaser's requested delivery dates for Products (collectively “Services”). LOCIVA reserves the right warranties contained in Section 5.2 or Section 5.5 at and Services. LOCIVA may make partial deliveries to subcontract such portions of Services to qualified LOCIVA’s then prevailing standard rates for such but this shall not relieve Purchaser of its obligation to subcontractors of LOCIVA's choice as it may Services. accept the remaining items. LOCIVA reserves the reasonable deem appropriate. Purchaser has the right to refuse, cancel or delay delivery to Purchaser right to refuse such subcontractors with reasonable 5.5 LOCIVA warrants that the Equipment or if, after five (5) business days written notice, cause. In the case that the Purchaser advises Software returned by LOCIVA following repair or payment has not been made as required or LOCIVA that it wishes to refuse a subcontractor, replacement by LOCIVA shall be free from defects in guaranteed under this Agreement. In any event, LOCIVA shall be granted ten (10) working days to materials and faulty workmanship and that the LOCIVA shall not be liable for any direct, indirect, effect a remedy. Software will conform in all material respects to consequential, or special losses or damages LOCIVA’s published specifications therefore for Acceptance of the PO must occur within five (5) (including, but not limited to, loss of income or profit ninety (90) days from delivery or until the end of the working days after receipt by LOCIVA. and loss of data) that may be suffered by the Warranty Period, whichever is longer. Purchaser or by any other person for failure to 2. POs AND CONTRACT PRICE deliver or for any delay or error in delivery of 6. LIMITATION OF LIABILITY. Products or Services for any reason whatsoever. 2.1 The PO shall define the Products and Services 6.1 WITHOUT PREJUDICE TO SECTION 6.4, required by Purchaser, the Contract Price, as 5. WARRANTY. NEITHER LOCIVA NOR ANY OF ITS OFFICERS, defined below, and the required Delivery date. The DIRECTORS, EMPLOYEES, AGENTS, PO shall incorporate these PO Terms & Conditions 5.1 THE WARRANTIES SET FORTH IN THIS REPRESENTATIVES, SHAREHOLDERS, OR and no additional or different terms and conditions SECTIONS 5 ARE IN LIEU OF, AND LOCIVA AFFILIATES (LOCIVA AND SUCH OTHER stated in the PO, any letter, or otherwise shall be HEREBY DISCLAIMS, ALL OTHER WARRANTIES PERSONS, THE “LOCIVA PARTIES”), SHALL binding unless expressly referred and agreed to in AND CONDITIONS, WHETHER EXPRESS OR HAVE ANY LIABILITY TO PURCHASER FOR writing by LOCIVA and Purchaser. In the event of a IMPLIED, INCLUDING WITHOUT LIMITATION THE LOSS OF PROFITS, INCOME, REVENUE OR conflict between these PO Terms & Conditions and IMPLIED TERMS OF SATISFACTORY QUALITY DATA, OR INCIDENTAL, CONSEQUENTIAL, those of the PO, even if the PO does not reference AND FITNESS FOR A PARTICULAR PURPOSE. INDIRECT OR PUNITIVE DAMAGES OR LOSSES these PO Terms & Conditions, these PO Terms & ARISING FROM OR IN CONNECTION WITH THIS 5.2 Subject to Sections 5.3 and 5.4, LOCIVA Conditions shall control. AGREEMENT, ANY PO PLACED PURSUANT TO warrants that the Equipment sold to Purchaser under this Agreement shall, under normal use and THIS AGREEMENT OR ANY COLLATERAL 2.2 The contract price for each item of Equipment, service, be free from defects in materials and faulty CONTRACT, OR FROM OR IN CONNECTION Software or Services is as specified in the accepted workmanship, and that the Software licensed to WITH THE EQUIPMENT OR THE SOFTWARE OR PO (the “Contract Price”) and shall be paid to Purchaser under this Agreement shall conform in all THE USE THEREOF OR THE INABILITY TO USE LOCIVA in United States’ dollars (US$). The material respects to MANUFACTURERS published THEM EITHER SEPARATELY OR IN Contract Price includes delivery charges in specifications therefore. The warranty period for any COMBINATION WITH OTHER EQUIPMENT OR accordance with LOCIVA's delivery obligations set item of Equipment and related Software shall be six SOFTWARE, OR FROM OR IN CONNECTION forth in Section 4.1. Unless specifically stated in the (6) months from delivery (the "Warranty Period"). WITH THE SERVICES, OR FROM ANY OTHER accepted PO the Contract Price for Products does CAUSE, WHETHER CAUSED BY NEGLIGENCE, not include Installation Services. 5.3 LOCIVA's obligation and Purchaser's sole BREACH OF CONTRACT OR OTHERWISE. 2.3 Lociva reserves the right to adjust the Contract remedy under this warranty are limited to the replacement or repair, at LOCIVA's option, of the 6.2 Without prejudice to Sections 6.3 and 6.4, the Price, as applicable when the validity period defective Equipment or Software within the Warranty liability of the LOCIVA Parties, taken as a whole, for indicated on LOCIVA’s quotation expires. Period. LOCIVA shall have no obligation to remedy each event or series of connected events arising out 2.4 The Contract Price includes applicable purchase any such defect if it can be shown that: (a) the of or in connection with this Agreement, any PO taxes or imposts, all of which shall be for Equipment or Software was altered, repaired, or placed pursuant to this Agreement, or any other Purchaser’s account, but Purchaser shall not be reworked by any party other than LOCIVA without collateral contract, or from or in connection with the required to pay any tax assessed on LOCIVA’s LOCIVA's prior written consent; (b) such defects Equipment or Software or the use thereof, or the income. For the avoidance of doubt, import duties were the result of Purchaser's or a third party’s inability to use them either separately or in shall be paid by LOCIVA. improper storage, mishandling, abuse, or misuse of combination with other equipment or software, or the Equipment or Software; (c) such defects were from or in connection with the Services, or from any Unclassified – CAGE 3GTT6 –Wireless Capabilities SOF Page 1 Confidential - IAW FAR 52.215-1(e)

other cause, whether caused by negligence, breach of the terms, of this Agreement without the prior members, managers, agents, representatives, of contract, strict liability, breach of warranty, on written consent of the other party, which consent subsidiaries, parents, and affiliates (collectively, the grounds of failure of essential purpose, or otherwise, may be withheld for any reason. “Indemnified Parties”) from and against all shall in no circumstances exceed one million US obligations, liabilities, fines, damages, losses, costs dollars (US$1,000,000.00). 9. EXCUSABLE DELAY. and other expenses, including, without limitation, any judgments, arbitration awards, amounts paid in 6.3 LOCIVA shall be liable for physical damage to LOCIVA shall not suffer any liability for non- settlement, court costs, costs of investigators, fees Purchaser’s property resulting from LOCIVA’s performance, defective performance, or late and expenses of attorneys, accountants, financial negligence up to a maximum aggregate amount of performance under this Agreement due to causes advisors and other experts, and other expenses of the lesser of three hundred thousand US dollars beyond its control and without its fault or negligence litigation (collectively, “Damages”) incurred as a (US$300,000.00) or the aggregate Contract Price of such as, but not limited to, acts of God, war result of any claims, demands, actions, suits, the Products and Services in the PO. (including civil war), civil unrest, acts of government, arbitrations, assessments, adjustments or other fire, floods, explosions, epidemics, quarantine, proceedings (collectively, “Claims”) brought by any 6.4 Nothing in this Agreement shall exclude or in any restrictions, or reasonably unforeseeable strikes, third party (including, without limitation, employees way limit LOCIVA liability for death or personal injury lock-outs, plant shutdown or material shortages. of the Indemnifying Party and the Indemnified caused by its negligence. 10. TERMINATION. Parties) arising out of or relating to (a) any breach of 7. SOFTWARE LICENCE. representations and warranties of the Indemnifying 10.1 LOCIVA shall have the right, prior to payment Party set forth herein; (b) any breach or non- 7.1 LOCIVA shall pass on to Purchaser an to LOCIVA of the Contract Price, to suspend its fulfilment of any covenant or obligation on the part of MANUFACTURER perpetual, nonexclusive, one- performance under this Agreement by written notice the Indemnifying Party under this Agreement, and time transferable license to use the Software, only to Purchaser and forthwith remove and take (c) any negligent act or intentional misconduct on with the Equipment purchased under this possession of any Equipment and Software which the part of the Indemnifying Party. Agreement. Software licensed under this has been delivered if Purchaser shall: (a) become Agreement is defined as computer programs insolvent; (b) have a receiver or manager appointed 12.2 LOCIVA shall maintain, throughout the term of contained on any media including: (a) hardwired over the whole or any part of its assets or business; this Agreement, appropriate insurance policies, logic instructions which manipulate data in the (c) make any composition or arrangement with its including commercial general liability coverage. The central processor and which control input-output creditors; (d) take or suffer any similar action in commercial liability policy shall include contractual operations, error diagnostics, and recovery routine; consequence of debt, or an order or resolution is liability. Upon request, LOCIVA shall provide and (b) instruction sequences in machine-readable made for its dissolution or liquidation (other than for Purchaser with certificates of insurance evidencing code which control call processing, peripheral the purpose of amalgamation or reconstruction); or LOCIVA’s continuing compliance with the preceding equipment, and administration and maintenance (e) if Purchaser attempts to resell the Equipment or sentence. Such policies shall not relieve or limit any functions as well as associated documentation used Software without the consent of LOCIVA. of LOCIVA’s obligations under this Agreement. to describe, maintain, and use the programs. 10.2 In the event of any material breach of this 13. MISCELLANEOUS. 7.2 Purchaser shall: (1) not modify, disassemble or Agreement by either party which shall continue for 13.1 This Agreement shall be construed in decompile any Software, or reverse engineer any thirty (30) or more days after written notice of such accordance with and governed by the laws of the portion of the Software or functioning of the breach (including a reasonably detailed statement of state of Virginia, without regard to its conflicts of law MANUFACTURER’s Products, or permit others to the nature of such breach) shall have been given to rules. This Agreement is executed in English only, do so, without LOCIVA's prior written consent; and the breaching party by the aggrieved party, the and Purchaser and LOCIVA hereby waive any right (2) not reproduce or copy any Software in whole or aggrieved party shall be entitled at its option: (a) to which each may have under the laws of any other in part except for backup and archival purposes or terminate this Agreement; or (b) if the aggrieved jurisdiction to have this Agreement executed in any as otherwise permitted in writing by LOCIVA. party is LOCIVA, to suspend performance of all of its other language. Information to achieve interoperability of the obligations under the Agreement for as long as the Software with independently created programs, breach continues; or (c) if the aggrieved party is the 13.2 All disputes arising out of or in connection with within the meaning of Article 6 of the Directive on the Purchaser, to withhold due payments for as long as the present contract shall be finally settled under the Legal Protection of Computer Programs, is available the breach continues. Notwithstanding anything to Rules of Arbitration of the International Chamber of from LOCIVA on written request. the contrary contained in these Terms and Commerce by one or more arbitrators appointed in Conditions, Purchaser may terminate this accordance with the said Rules. All arbitration 8. CONFIDENTIALITY. Agreement, notwithstanding Section 9 above, if proceedings shall be conducted in English and the delivery of Equipment has not fully occurred on or location of arbitration proceedings shall occur in 8.1 All commercial and technical information, before ninety (90) days from the date of this Virginia. documentation, Software and other proprietary Agreement. information (“Confidential Information”) supplied or 13.3 All notices, requests, consents and other made available by one party (the “Supplying Party”) 11. PURCHASER RESPONSIBILITIES. communications hereunder must be in writing and to the other (“Receiving Party”) under this will be deemed to have been properly given when Agreement, except for that which may be in the Purchaser shall: (a) ensure that all LOCIVA- actually received by LOCIVA’s at its address set public domain, shall, as between the parties hereto, designated personnel have the necessary access to forth in the Recitals hereto and by Purchaser at its be treated as the confidential and proprietary Purchaser's premises and the Products to enable it address in the PO. information of the Supplying Party. The Receiving to provide the Services; (b) provide, at no charge to Party, except as specifically authorised in writing by LOCIVA, reasonable working space and facilities 13.4 All obligations that by their nature survive the the Supplying Party, shall: (a) not disclose any including heat, light, ventilation, electric current and expiration, cancellation or termination of this Confidential Information received from the Supplying outlets for use by LOCIVA's designated personnel Agreement shall remain in effect after its expiration, Party to any person, except to its employees on a and adequate storage space for equipment and cancellation or termination. “need-to-know” basis; (b) not reproduce any materials; (c) provide any information in a timely Confidential Information received from the Supplying fashion which LOCIVA reasonably requests from 13.5 In the performance of its obligations under this Party, in whole or in part; (c) use any Confidential Purchaser and which is required for LOCIVA to Agreement, LOCIVA and Purchaser shall at all times Information received from the Supplying Party only provide the Services or other obligations under or in strictly comply with all export laws, regulations, and for operation and maintenance of the Equipment; connection with this Agreement; and (e) not perform, orders of the United States of America. Purchaser and (d) indemnify the Supplying Party for any loss or or attempt to perform, or cause to be performed any specifically acknowledges that Equipment, Software damages resulting from a breach of this Section 8. maintenance or repair to the Equipment, other than or technology supplied or licensed by LOCIVA under pursuant to this Agreement, without LOCIVA's prior, this Agreement are also subject to U.K. trade 8.2 If this Agreement is terminated or cancelled, or if written consent. LOCIVA's personnel will comply sanctions and export control laws and regulations. the Receiving Party is found to have breached any with site and security regulations as specified by of the provisions of Sections 7 or 8, Receiving Party Purchaser. shall immediately return all Confidential Information to the Supplying Party. In any event, the obligations 12. INDEMNITIES of Sections 7 and 8 will survive termination or cancellation of this Agreement. 12.1. Each party (an “Indemnifying Party”) covenants and agrees that it will indemnify, defend, 8.3 Both parties shall not to publish any press protect, and hold harmless the other party and its releases or otherwise publicise the existence, or any officers, directors, employees, stockholders, Unclassified – CAGE 3GTT6 –Wireless Capabilities SOF Page 2 Confidential - IAW FAR 52.215-1(e)


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Document Modified: 1130-03-18 00:00:00
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