Exhibit 10.2
REDACTED
Pursuant to Item 601(b)(10) of Regulation S-K, certain information, indicated by [*****], has been excluded from this exhibit because it is both (i) not material and (ii) the type of information that the company ordinarily treats as private and confidential.
2022 STRATEGIC COOPERATION AGREEMENT
THIS 2022 STRATEGIC COOPERATION AGREEMENT (this “Agreement”) is entered into and effective as of October 31, 2022 (the “Effective Date”), by and among LOCKHEED MARTIN CORPORATION, a corporation incorporated under the laws of Maryland (“Lockheed Martin”), TERRAN ORBITAL CORPORATION, a corporation incorporated under the laws of Delaware (“Terran Orbital”), TERRAN ORBITAL OPERATING CORPORATION (f/k/a Terran Orbital Corporation), a Delaware corporation (“TOOC”), Tyvak Nano-Satellite Systems, Inc., a Delaware corporation (“Tyvak”), PREDASAR CORPORATION, a Delaware corporation (“PredaSAR”), and Tyvak International, S.R.L., an Italian corporation (“Tyvak International”). Terran Orbital, TOOC, Tyvak, PredaSAR, and Tyvak International are referred to herein collectively as “Terran” or the “Company”. Terran and Lockheed Martin collectively may be referred to herein as the “Parties” to this Agreement, and the term “Party” shall refer to either Terran or Lockheed Martin as the context so requires.
Recitals:
WHEREAS, TOOC, Tyvak, PredaSAR and Lockheed Martin are parties to that certain Strategic Cooperation Agreement, dated as of June 26, 2017, as amended from time to time and most recently by that certain Second Amended and Restated Strategic Cooperation Agreement, dated as of October 28, 2021 (the “Original SCA”), whereby the Parties committed to collaborate on small satellite-related pursuits; and
WHEREAS, the Parties desire to terminate the Original SCA and enter into a new Strategic Cooperation Agreement providing a framework for further strategic collaboration and commitment by the Parties.
NOW, THEREFORE, in consideration of the foregoing and the mutual obligations undertaken in this Agreement, the Parties agree as follows:
MACROBUTTON DocID \\4141-6722-1569 v9
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Notwithstanding the foregoing, the inadvertent failure by a “disclosing Party” to designate, label or mark disclosed information as Proprietary Information, or to confirm oral disclosures in writing as provided herein, shall not prevent the information from constituting Proprietary Information, and such information shall constitute Proprietary Information if a reasonable person would believe the information to be Proprietary Information of the disclosing Party given the nature of the information and the circumstances of disclosure. Proprietary Information of a Party shall include such Party's non-public Base Intellectual Property.
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(a) Terran’s Duty to Bid in Response to Lockheed Martin Requests for Proposal. Any time Lockheed Martin issues a request for proposal (RFP) for the manufacture of Small Satellites, Terran agrees that it will provide to Lockheed Martin a binding proposal to perform such work where the terms of such proposal shall[*****].
(b) Lockheed Martin Production Priority. Lockheed Martin orders for the manufacturing of satellites or spacecraft related products shall preempt and be given priority over any manufacturing Terran is performing for its own internal purposes, including, without limitation, priority over production for Terran-owned SAR satellites.
(c) Terran Manufacturing Capability Reporting. Terran shall provide Lockheed Martin’s Project Representatives with [*****] updates regarding [*****]. For purposes of this clause (c), “manufacturing capacity” means the then-current capacity of Terran to manufacture Small Satellite bus structures and related subsystems as expressed in units of production over time, and the identification of limiting resources to increased production such as available labor, material, or tooling constraints.
(d) Lockheed Martin’s Right of First Refusal to Constrained Production Capability. If at any time during the Term of this Agreement, Terran is offered an order or orders (whether individually or in the aggregate) from Third Party(ies) (other than from the United States government) that would either (i) consume more than [*****] of Terran’s production capability or (ii) prevent Terran from accepting an order from Lockheed Martin to produce [*****] Small Satellites (hereinafter “Minimum Capacity”) within [*****] of Lockheed Martin placing an order, Terran will immediately notify the Lockheed Martin Project Representatives that Terran’s production may be constrained. Following receipt of such notice, Lockheed Martin shall have [*****] in which to place an order for [*****] from Terran on terms and conditions that are subject to Section 2.8 below. The duty to notify Lockheed Martin under this provision will continue to apply (except with respect to an order from the United States government) to each and every additional Third Party order received by Terran until Terran’s available manufacturing capacity exceeds the thresholds in this
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paragraph (d), such that neither clause (i) or (ii) above is triggered.
(e) [*****].
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(a) represents and warrants that Terran’s Base Intellectual Property and the products developed hereunder do not and will not infringe or misappropriate the Intellectual Property Rights of any Third Party (other than Joint Intellectual Property, and/or to the extent caused by compliance with Lockheed Martin specifications), and (b) represents, warrants and covenants that Terran does and shall, during the term hereof, maintain systems related to data security, privacy and protection of confidential information that are consistent with the industry standards related thereto and in the event of any breach or compromise of such data security systems, will promptly notify Lockheed Martin of such breach and reasonably cooperate with Lockheed Martin to correct and remediate such breach.
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(120) days after written notice from the other Party.
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Nothing contained in this Agreement confers any right to use in advertising, publicity or other promotional activities any name, trade name, trademark or other designation of either Parry (including contraction, abbreviation or simulation of any of the foregoing). Neither Party will issue a press release or other publicity (except as otherwise permitted under Section 13) about this Agreement without the written approval of the other Party.
In the case of Lockheed Martin: Lockheed Martin Corporation
12257 S. Wadsworth Blvd
Littleton, CO 80125
Email: carl.a.petersen@lmco.com
Attention: Director, Enterprise Strategy
In the case of Terran: Terran Orbital Corporation
6800 Broken Sound Parkway NW, Suite 200
Boca Raton FL 33487
Email:legal2017@terranorbital.com
Attention: Chief Executive Officer
Neither Party shall have the right to assign or transfer this Agreement or its rights hereunder, whether expressly or by operation of law, without the prior written consent of the other Party, except that each Party may assign this Agreement and its rights and obligations hereunder in full to its Affiliate or an acquirer of all or substantially all of such Party's business or assets to which this Agreement pertains, whether by merger, reorganization, acquisition, sale or otherwise; provided that the assignee delivers to the other Party a written instrument, in form
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and substance reasonably satisfactory to such other Party, unconditionally agreeing to be bound by this Agreement.
Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement if such failure or delay results from an act or event (including fire, floods, embargoes, terrorism, war, acts of war (whether war be declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or any other Party) that is beyond the reasonable control of and not the fault of the nonperforming Party, and if the nonperforming Party has been unable to avoid or overcome the act or event by the exercise of customary due diligence; provided that the Party affected shall promptly notify the other of the force majeure condition and shall exert reasonable efforts to eliminate, cure or overcome any such causes and to resume performance of its obligations as soon as practicable. Force majeure does not apply to any obligations for the timely payment by the Parties of amounts due unless banks are closed due to the force majeure event, and then delay will be excused only for the period of time that the banks are so closed.
This Agreement will be interpreted and construed in accordance with the laws of the State of New York, United States of America, without regard to conflict of laws provisions that would result in the application of the laws of another jurisdiction; provided, however, that the scope and validity of any patent or patent application will be governed by the applicable laws of the country of the patent or patent application.
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[Signature pages follow]
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IN WITNESS WHEREOF, the Parties have executed this Third Amended and Restated Strategic Cooperation Agreement on the dates written below.
TERRAN ORBITAL CORPORATION
By: /s/ Gary Hobart
(Signature)
Name: Gary Hobart
(Please Print Name)
Title: Chief Financial Officer, Executive Vice
President and Treasurer
Date: October 31, 2022
TERRAN ORBITAL OPERATING CORPORATION
By: /s/ Gary Hobart
(Signature)
Name: Gary Hobart
(Please Print Name)
Title: Chief Financial Officer and Treasurer
Date: October 31, 2022
TYVAK NANO-SATELLITE SYSTEMS, INC.
By: /s/ Gary Hobart (Signature)
Name: Gary Hobart (Please Print Name)
Title: Treasurer
Date: October 31, 2022
Signature Page to 2022 Strategic Cooperation Agreement
PREDASAR CORPORATION
By: /s/ Gary Hobart (Signature)
Name: Gary Hobart (Please Print Name)
Title: Treasurer
Date: October 31, 2022
Signature Page to 2022 Strategic Cooperation Agreement
TYVAK INTERNATIONAL, S.R.L.
By: /s/ Marco Villa (Signature)
Name: Marco Villa (Please Print Name)
Title: Administrator
Date: October 31, 2022
Signature Page to 2022 Strategic Cooperation Agreement
IN WITNESS WHEREOF, the Parties have executed this Third Amended and Restated Strategic Cooperation Agreement on the dates written below.
LOCKHEED MARTIN CORPORATION
By: /s/ Casey French (Signature)
Name: Casey A. French (Please Print Name)
Title: Director, Corporate Development
Date: October 31, 2022
Signature Page to 2022 Strategic Cooperation Agreement
Schedule I
Teaming Activities Process and Procedures
Schedule I