Exhibit 2

0015-EX-PL-2002 Text Documents

Ohio University

2002-02-04ELS_53024




. Maintain the NASA Fixed Ground Station. NASA will make available an amount not to exceed $10,000 per month for this maintenance. Expenses in excess of this amount will be estimated for reimbursement by OU in accordance with Article 5. . Provide civil service technical support and expertise on ACTS operations on an ad—hoc basis not to exceed 80 hours per month. . Provide the consortium with access to government equipment, documentation, and software for the development of payload and earth station usage in accordance with the accomplishment of the purposes of this agreement. . Maintain its contracts for satellite and fixed NASA ground station operations support. . Consider OU requests to modify Contractor staffing requirements and provide cost estimates, in accordance with Article 5, for any increase in level of contractor support requested by OU in a timely manner. 10. NASA, at its sole discretion, retains the right to remove equipment in support of BBP operations by providing 120 days prior notice to consortium. 11. NASA GRC agrees it will not discriminate, because of race, creed, color, religion, age, sex, handicap, national origin, or ancestry, against any citizen, or the employment of any person qualified and available to perform the work under this agreement. SCHEDULE The scheduled major milestones for use of Advanced Communications Technology Satellite (ACTS) are as follows: Formation of the Consortium 1 Quarter . Calendar Year 2001 Assumption of Full Operational Duties 2°4 Quarter Calendar Year 2001 Submittal of annual plan July 1 of each year The consortium is Active starting in . 2001. Completion of effort under Basic Program June 30, 2003 Completion of effort under Optional Program June 30, 2005 NOTE: NASA reserves an amount of at least 200 hours annually of satellite time to be coordinated with the consortium.

FINANCIAL There shall be a transfer of funds from OU to NASA GRC in connection with this Agreement. The parties agree that the terms of reimbursement for NASA GRC‘s participation shall be as specified below. The initial cost estimates (identified in Table 1) are based on the level of support needed for NASA to perform its obligations under Article 3. Estimates may be adjusted as operations, repairs, maintenance and/or usage requirements change. Estimates for each payment shall be delivered to OU, in the form of an invoice, 60 days prior to the start of each payment period. OU will have 30 days to review the estimate, and determine, in accordance with Article 15, whether they wish to deliver a check for payment in accordance with the due dates in Table 1, or terminate the agreement In accordance with Article 3.B.9, NASA may also provide OU with an estimate of the costs to modify contractor staffing in support of changing consortium needs requested by OU under Article 3.B.9. OU may elect to either provide the additional funding or withdraw the request. ~ NASA will provide OU with estimates for additional maintenance of the fixed . ground station pursuant to Article 3.C.5. All payments shall be made in advance of initiation of efforts under this Agreement, in the form of a check payable to "NASA Glenn Research Center" and sent to: NASA Glenn Research Center Financial Management Division Attn: Collection Agent Mail Stop 500—303 21000 Brookpark Road Cleveland, OH 44135


OU shall be liable for all costs, consistent with law and NASA policy, which are incurred by the U.S. Government in the provision of property and/or services, including termination costs associated with the Agreement activities. NASA agrees to make reasonable efforts to limit its costs in the event of termination. AND This agreement is subject to the provisions of Ohio Revised Code 0126.07. It is expressly understood by the parties that none of the rights, duties, and obligations described in this contract shall be binding on either party until all statutory provisions under the Ohio Revised Code have been complied with by OBR and OU, and until such time as all necessary funds are made available to OU, and forthcoming from the appropriate state agencies. ‘ SCHEDULING The above schedule and milestones are estimated based upon the parties‘ current understanding of the projected use of NASA resources. In the event NASA GRC‘s projected usage changes, the consortium shall be given 30 days written notice of that change so that the schedule and milestones may be adjusted accordingly. The parties agree that NASA GRC‘s usage of the test facilities and equipment shall have priority over the usage planned in this Agreement should a conflict arise, and NASA GRC, in its sole discretion, shall determine whether to exercise that priority. Likewise, should a conflict arise between the consortium and NASA GRC, NASA GRC, in its sole discretion, shall determine the priority as between the two users. NONEXCLUSIVITY This agreement is not exclusive; accordingly, NASA may enter into similar agreements for the same or similar purpose with other U.S. private or public entities. LIABILITY In consideration of the use of NASA research facilities, equipment and/or services provided by NASA or NASA contractors under this agreement, OBR and OU waive and agree not to make any claims against NASA, its employees, their related entities, (e.g., contractors, subcontractors) or the employees of its —related entities for damage arising from or related to activities under this agreement, whether such damage is caused by negligence or otherwise, except in the case of willful misconduct. OBR and OU further agree to extend this unilateral waiver to their related entities by requiring them, by contract or otherwise, to waive all claims against NASA, its related entities, and employees of NASA or of its related entities for injury, death, damage or loss arising from or related to activities undertaken pursuant to this agreement.


conditions) only for the purpose of carrying out NASA‘s responsibilities under this Agreement. Upon completion of activities under this Agreement, such data will be disposed of as requested by Participant. Produced As to data first produced by NASA in carrying out NASA‘s responsibilities under this Agreement and which data would embody trade secrets or would comprise commercial or financial information that is privileged or confidential if obtained from Participant, such data will, to the extent permitted by law, be maintained in confidence and disclosed and used by NASA and its contractors (under suitable protective conditions) only for the purpose of carrying out NASA‘s responsibilities under this Agreement. Upon completion of activities under this Agreement, such data will be disposed of as requested by Participant. PROPERTY INVENTION (a) The term "Participant", as used herein, means any non—federal Government entity that is a party to this Agreement. Thepatent and inventions rights set forth herein are applicable to any employees, contractors or subcontractors, or other entities having a fiduciary or contractual relationship with Participant that are assigned, tasked, or contracted with to perform specified Participant activities under this Agreement. (b) Title to inventions made (conceived or first actually reduced to practice) as a consequence of, or in direct relation to, the performance of activities under this Agreement will remain with the respective inventing parties (Participant or NASA), and no patent or invention rights are exchanged between or granted by such parties under this Agreement except that, NASA and the Participant agree to use reasonable efforts to identify and report to each other any invention which is believed to have been made jointly by employees of the Participant and employees of NASA (including employees of NASA contractors), and to consult and agree as to the responsibilities and costs of actions to be taken to establish and maintain patent protection (in any country) on such invention and on the terms and conditions of any license or other rights to be exchanged or granted by or between NASA and the Participant. DISCLAIMER NASA does not warrant the satellite‘s availability or suitability for any particular use.


Research Robert Bauer ACTS Project Manager NASA Glenn Research Center Mail Stop 54—6 Cleveland, OH 44135 Phone: 216—433—3431 Fax : 216—433—6371 bauer@gre.nasa.gov E. Garrison Walters Vice Chancellor for Academic & Access Programs Ohio Board of Regents 30 East Broad Street, 36t" Floor Columbus, Ohio 43266—0417 Phone: 614—466—0855 Fax: _ 614—466—5866 gwalters@regents.state.oh.us Dennis Irwin Professor and Chair, School of Electrical Engineering and Computer Sciences Ohio University Stocker Center 333 Athens, OH 45701—2979 Phone: 740—593—1566 Fax: 740—593—0007 lirwin 1@ohio.ed MODIFICATIONS Any modifications or extensions to this agreement shall be executed, in writing, and signed by an authorized representative of each party, possessing original or delegated authority to make such a commitment. ASSIGNMENT Neither this agreement nor any interest arising under it will be assigned by OU, OBRor NASA without the express written consent of the officials executing the: agreement. ANTI—DEFICIENCY All activities under or pursuant to this agreement are subject to the availability of appropriated funds, and no provision shall be interpreted to require obligation or provision of funds in violation of the Anti—Deficiency Act, 31 U.S.C.—1341. 10

Arpricant® 8. Pederal law governs this agreement fo all purposes,including, but not limited to, determining the validity of the agreement, the meaning ofits provisions, and the rights, obligations and remedies ofthe partis. n

SIGNATURE NATIONAL AERONAUTICS AND OHIO BOARD OF REGENTS SPACE ADMINISTRATION . GL ) RF .’ :,~‘..\ By: PAAvecstle? BYCCRA Campbsell | Roderick G. W. Chu Director Chancellor 21000 Brookpark Road 30 East Broad Street, 36 Floor Mail Stop 3—2 _ Columbus, Ohio 43266—0417 Cleveland, Ohio 44135 DaTE: _3 —7/9—0/ pats: _3/2/01 OHIO UNIVERSITY John A. Bantle, PhD. Vice President for Research 102 RTECH Building Athens, Ohio 45701 DATE: .ZA@A 12

APPENDIX A CONSORTIUM REQUIREMENTS FOR USE OF ACTS SPACECRAFT The ACTS spacecraft is parked in the orbital gravity well at 105.2 degrees W. Its current long term stability is 105.2 plus or minus 0.2°. It is estimated that the satellite has at least 4 years fuel for momentum control and drift stabilization. Attitude stability will be adequate for bent—pipe steerable beam communication links. NASA‘s requirements for consortium‘s continued operation of the spacecraft are as follows: 1. The ACTS satellite is being provided to the consortium for the sole purpose of education and research activities, and economic invigoration by OU and OBR and the consortium members. In no event will ACTS be used in competition with commercial satellite providers or involved in illegal activities. . During the consortium formation and transition of operations, NASA oversight will be provided for payload operations continuity. . As licensee for the spacecraft, NASA may intervene or direct payload operations of the spacecraft at anytime it deems necessary, or is directed to by the Federal Government. . . The consortium will cease and desist transmission from the ground terminals used with ACTS upon notification by NASA or other regulatory government agency (e.g., FCC, NTIA) The spacecraft is to remain at the 105.2 degrees W. orbital location where it will permanently remain when the payload is eventually shut— down and inerted. No operations are permitted that will corrupt the parking of the satellite at this location. ' Upon termination of the consortium‘s usage of the spacecraft, the spacecraft will be inerted on—orbit according to NASA‘s direction. The consortium shall recognize that ACTS is a national asset made possible by the US taxpayers and shall ensure operations and usage of the payload that are consistent with a positive national image. The consortium shall publicize its activities giving due recognition to NASA, consortia members and contributors. _ The operation and use of the ACTS satellite falls under the export control laws of the United States. OU, OBR and their related entities shall comply with all applicable laws 13

and regulations. 10.0U, OBR and thexr related entities shall coordinate with the spacecraft and control station operations contractors to obtain technical operations — information beyond that which NASA makes available. 11.0U, OBR and their related entities shall be responsible for radio licenses of any ground stations not developed by NASA as part of the ACTS program. _ 12. NASA and OU will develop an operations plan, consistent with this agreement, for the consortium by April 28, 2001, that will define the working relationship between the consortium and NASA. 14


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