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EXHIBIT 10.16
ORBITAL COMMUNICATIONS CORPORATION
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made and entered into
as of the ____ day of ____, 1998, by and between Orbital Communications
Corporation, a Delaware corporation ("OCC"), with its principal place of
business located at 21700 Atlantic Boulevard, Dulles, Virginia 20166-6801
and ORBCOMM Global, L.P., a Delaware limited partnership ("Consultant"), with
its principal place of business located at 2455 Horse Pen Road, Herndon,
Virginia 20171.
W I T N E S S E T H:
WHEREAS, the Consultant has expertise in particular areas
relevant to OCC's business;
WHEREAS, the Consultant desires to provide advice and other
services to OCC that draw upon such expertise; and
WHEREAS, OCC desires to employ the Consultant to render advice
and other services to OCC that draw upon the Consultant's expertise.
NOW THEREFORE, in consideration of the mutual promises and
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, the parties hereto agree as follows:
ARTICLE I.
SCOPE
Consultant shall furnish to OCC the advice and services described
in Exhibit A hereto, as such Exhibit may be modified from time to time by
mutual agreement of the parties (the "Services"). The Services shall be
performed at such times as are mutually agreeable to the parties. The
Services shall be performed with the authorization of and under the direction
of the President of OCC.
ARTICLE II.
TERM
The term of this Agreement shall commence on the date hereof and
shall continue until such time as is mutually agreeable to OCC and
Consultant, unless earlier terminated by one of the parties in accordance
with Article IV.
ARTICLE III.
CONSIDERATION
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Subject to the terms and conditions of this Agreement, as
compensation for the Services, OCC shall pay the Consultant as follows:
(a) for the period commencing on the date hereof and
ending on December 31, 1998, the sum of $80,000; $40,000 of which shall be
payable on August 1, 1998 and $40,000 of which shall be payable on December
1, 1998.
(b) for the periods following December 31, 1998, such fee
as is mutually agreeable to OCC and Consultant, as determined by negotiation
in good faith by each of OCC and Consultant.
ARTICLE IV.
TERMINATION
This Agreement shall terminate automatically without further
action by either party on the transfer of the Federal Communications
Commission licenses for the low-Earth orbit satellite-based communications
system controlled by OCC from OCC to Consultant. This Agreement may also be
terminated immediately on any breach of its terms by either party. In the
event of termination, OCC shall be subject to no liability, except to pay
Consultant for the Services performed up to and including the date of
termination in accordance with Article III. The provisions contained in
Article V shall survive termination of this Agreement.
ARTICLE V.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Virginia, without giving effect to the
conflict or choice of law provisions thereof.
ARTICLE VI.
ASSIGNMENT
This Agreement and the rights and obligations of the parties
hereunder may not be assigned by either party without the prior written
consent of the other.
ARTICLE VII.
SEVERABILITY
If any provision of this Agreement, or the application thereof,
shall, for any reason and to any extent, be invalid or unenforceable, the
remainder of this Agreement and the application of such provisions to other
persons or circumstances shall not be affected thereby, but rather shall be
enforced to the maximum extent permissible under applicable law.
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ARTICLE VIII.
NOTICES
All notices and other communications hereunder shall be in
writing and shall be deemed given upon receipt if delivered personally or by
facsimile (answerback received), one (1) business day after being sent by
express or overnight mail, or three (3) business days after being sent by
registered or certified mail, return receipt required, postage prepaid, to
the parties at the following addresses (or at such other address for a party
as shall be specified by like notice, provided that such notice shall be
effective only upon receipt thereof):
(a) If to OCC:
Orbital Communications Corporation
21700 Atlantic Boulevard
Dulles, Virginia 20166-6801
Attention: President
Facsimile: (703) 406-3508
(b) If to Consultant:
ORBCOMM Global, L.P.
2455 Horse Pen Road
Suite 100
Herndon, Virginia 20171
Attention: Legal Department
Facsimile: (703) 406-5933
with copies to
Orbital Sciences Corporation
21700 Atlantic Boulevard
Dulles, Virginia 20166
Attention: Legal Department
Facsimile: (703) 406-5572
and
Teleglobe Inc.
1000 rue de la Gauchetiere ouest
Montreal, Quebec
Canada H3B 4X5
Attention: Legal Department
Facsimile: (514) 868-8025
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
ORBITAL COMMUNICATIONS ORBCOMM GLOBAL, L.P.
CORPORATION
By: By:
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Scott L. Webster Scott L. Webster
President Chief Executive Officer
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EXHIBIT A
Consulting Services To Be Performed
Subject to OCC's supervision and review, ORBCOMM shall provide to
OCC regulatory, technical, legal and administrative support before the U.S.
Federal Communications Commission (the "FCC") and other appropriate
regulatory bodies. Such support shall include, but not be limited to:
1. assisting in the coordination of any and all interference matters in
connection with the grant of OCC's second round Little LEO licensing
application with other Little LEO system licensees;
2. assisting in the prosecution of a proposed modification request by OCC for
(a) the launch of three planes of eight satellites each to 45 degrees,
with a 120 degree relative right ascension; and (b) the launch of one
plane of eight satellites in an equatorial orbit; and
3. assisting generally in the defense of claims against any regulatory
authority granted to OCC and in the opposition of any application by a
competing system using frequencies below 1 GHz, which may include
participation in discussions and negotiations with other existing or
proposed Little LEO licensees, reviewing filings with the FCC and
providing technical analysis of other Little LEO or other systems.