Research and Development Agreement




Research and Development Agreements - Organized by Industry

Consumer Products (Durables)  


Consumer Products (Non-Durables)  


Other related agreements:


... and many more, click here to search for all Research and Development Agreement

Preview of our top selling Research and Development Agreement


Tyco Submarine / Global Telesystems - Project Development Contract



EXECUTION COPY







PROJECT DEVELOPMENT





CONSTRUCTION CONTRACT





TYCO SUBMARINE SYSTEMS LTD.





PACIFIC CROSSING LTD.







_____________________________________



DATED AS OF APRIL 21, 1998



_____________________________________

TABLE OF CONTENTS



GENERAL TERMS AND CONDITIONS



Article PAGE - ------- ----



1 Provision of System...................................... 1



2 Documents Forming the Entire Contract.................... 2



3 Definitions.............................................. 2



4 Contract Price........................................... 12



5 Terms of Payment by Purchaser............................ 16



6 Contract Variations...................................... 18



6A. Optional Upgrades........................................ 19



7 Responsibilities for Permits............................. 22



8 Route Survey............................................. 23



9 Acceptance............................................... 24



10 Warranty................................................. 28



11 Contractor Support....................................... 32



12 Purchaser's Obligations.................................. 32



13 Termination for Default.................................. 33



14 Termination for Convenience.............................. 35



15 Suspension............................................... 37



16 Title and Risk of Loss................................... 38



17 Force Majeure............................................ 38



18 Intellectual Property.................................... 39



19 Infringement............................................. 45



20 Safeguarding of Information and Technology............... 46



Article PAGE - ------- ----



21 Export Control........................................... 47



22 Liquidated Damages....................................... 47



23 Limitation of Liability/Indemnification.................. 48



24 Counterparts............................................. 50



25 Design and Performance Responsibility.................... 50



26 Product Changes.......................................... 50



27 Risk and Insurance....................................... 50



28 Plant and Work Rules..................................... 54



29 Right of Access.......................................... 54



30 Quality Assurance........................................ 55



31 Documentation............................................ 55



32 Training................................................. 55



33 Settlement of Disputes/Arbitration....................... 56



34 Applicable Law........................................... 58



35 Notices.................................................. 58



36 Publicity and Confidentiality............................ 59



37 Assignment; Subcontractors............................... 59



38 Relationship of the Parties.............................. 61



39 Successors Bound......................................... 61



40 Article Captions......................................... 61



41 Severability............................................. 61



42 *........................................................ 61

43 Survival of Obligations.................................. 61



44 Non-Waiver............................................... 62





* MATERIAL OMITTED AND SEPARATELY FILED WITH THE COMMISSION UNDER AN APPLICATION

FOR CONFIDENTIAL TREATMENT.



Article PAGE - ------- ----



45 Language................................................. 62



46 Entire Agreement......................................... 62





EXHIBITS



Exhibit A..................................................*

Exhibit B..............................Consent and Agreement

Exhibit C.................................Opinion of Counsel

Exhibit D...................................Escrow Agreement

Exhibit E............................Approved Subcontractors

Exhibit F..............................Intellectual Property





* MATERIAL OMITTED AND SEPARATELY FILED WITH THE COMMISSION UNDER AN APPLICATION

FOR CONFIDENTIAL TREATMENT.









PROJECT DEVELOPMENT AND

CONSTRUCTION CONTRACT

TYCO SUBMARINE SYSTEMS LTD. AND

PACIFIC CROSSING LTD.





This Project Development and Construction Contract ("Contract") is made as of this 21st day of April 1998 between Tyco Submarine Systems Ltd., a corporation organized and existing under the laws of the State of Delaware, United States, ("TSSL" o
r "Contractor") and Pacific Crossing Ltd., a company organized and existing under the laws of Bermuda (hereinafter referred to as "Purchaser").



WHEREAS, Purchaser desires to establish a fiber optic submarine cable system, to be known as the Pacif
ic Crossing 1 Submarine Cable System (hereinafter, and as more fully defined herein, the "System"), which will be used to provide service between the United States mainland and Japan; and



WHEREAS, the System will consist of the following Segments:



Segment N: From Norma Beach, Washington, United States to Ajigaura,

Japan;



Segment W: From Ajigaura, Japan to Shima, Japan;



Segment S: From Shima, Japan to Toro Creek, California, United

States; and



Segment E: From Toro Creek, California, United States to Norma Beach,

Washington, United States; and



WHEREAS, Contractor is in the business of designing, constructing, installing, suppl
ying, delivering and manufacturing fiber optic submarine cable systems and is familiar with the general business of the fiber optic submarine cable system industry; and



WHEREAS, Purchaser seeks to purchase and own the System and wishes to engage Contractor to perform the Work and Upgrade Work; and



WHEREAS, Contractor is willing to perform the Work and the Upgrade Work on a turn-key, fixed-price basis in accordance with and subject to the terms hereof.



NOW THEREFORE, IT HAS BEEN AGREED AS FOLLOWS



ARTICLE 1 PROVISION OF SYSTEM - -----------------------------



In consideration of the Contract Price and the Upgrade Prices, the Contractor agrees to undertake the Work and the Upgrade Work and to provide the Purchaser with the









System meeting the System Performance Requirements on or before the Scheduled System RFS Date and the System Upgrades meeting the requirements of Article 6A, all in accordance with the terms hereof.



ARTICLE 2 DOCUMENTS FORMING THE ENTIRE CONTRACT - -----------------------------------------------



This Contract consists of these commercial Terms and Conditions, Exhibits E and F hereto, and the following documents (in the form of attachments, including appendices, attached hereto), which shall be read and construed as part of the Contract:




. Technical Volume (includes Route Information), Appendix 6

. Plan of Work, Appendix 3, Upgrade Plan of Work, Appendix 3A

. Provisioning Schedule, Appendix 1, Upgrade Provisioning Schedule,

Appendix 1A

. Billing Schedule, Appendix 2, Upgrade Billing Schedule, Appendix 2A

. Invoice Format, Appendix 4, Form of Contractor's Certificate, Appendix

4A

. Progress Schedule, Appendix 5



In the event of any inconsistency between the Terms and Conditions and the above listed documents, the Terms and Conditions shall prevail. The Appendices listed above have no order of precedence.



ARTICLE 3 DEFINITIONS - ---------------------



Definitions are as described in the specific Articles. Except as otherwise defined the following definitions shall apply throughout the Contract:



AAA has the meaning set forth in Sub-Article 33(B).



ACCEPTANCE TESTING means (i) with respect to a Segment or the System,

the tests described in the Commissioning and Acceptance section of the

Technical Volume or developed pursuant to such section by mutual agreement

of the Parties (with 15 days prior notice to the Independent Engineer) and

reasonably designed to verify that such Segment or the System meets the

applicable Performance Requirements and (ii) with respect to any System

Upgrade, the tests described in the Commissioning and Acceptance section of

the Technical Volume or developed pursuant to such section by mutual

agreement of the Parties (with 15 days notice to the Independent Engineer)

and reasonably designed to verify that the System Upgrade meets the

applicable Performance Requirements.



ACCESS RIGHTS means all ownership, easement and/or other property

rights, from both private and governmental entities, both on land and below

the surface of the water (including, without limitation, agreements to use

conduits, install manholes and to lease space in cable stations) necessary

to access, use and occupy cable stations and the sites for cable stations

(including, without limitation, to land and install the



submarine cable and related equipment and to bring such cable from the

ocean to the cable stations) in order for the Purchaser to own, operate and

maintain the System.



ACTUAL KNOWLEDGE means the actual knowledge of any executives with

management responsibility for the Contract.



ASSIGNMENT has the meaning set forth in Sub-Article 37(A).



BANKRUPTCY EVENT means an event specified in Sub-Article 13(A)(3) or

13(A)(4) with Contractor as the "other Party".



BILLING SCHEDULE means a billing schedule attached hereto as Appendix



CERTIFICATE OF COMMERCIAL ACCEPTANCE means a certificate issued by

Purchaser in accordance with Sub-Article 9(D) to Contractor certifying that

a Segment, the System or a System Upgrade is Ready for Commercial



CERTIFICATE OF FINAL ACCEPTANCE means a certificate issued by

Purchaser in accordance with Sub-Article 9(E) to Contractor certifying that

the System or a System Upgrade is Ready for Final Acceptance.



CERTIFICATE OF PROVISIONAL ACCEPTANCE means a certificate issued by

Purchaser in accordance with Sub-Article 9(C) to Contractor certifying that

a Segment, the System or a System Upgrade is Ready for Provisional



CIF means cost, insurance and freight as defined in the International

Chamber of Commerce, Guide to Incoterms (1990).



COMMISSIONING REPORT has the meaning set forth in the Commissioning

and Acceptance section of the Technical Volume.



CONFIDENTIAL INFORMATION has the meaning set forth in Sub-Article

36(B).



CONSENT means a Consent and Agreement to be entered into among

Contractor, Purchaser and the financing parties described in Sub-Article

37(C) and substantially in the form of Exhibit B hereto, with such changes

therein as made pursuant to Sub-Article 37(C) hereto.



CONTRACT means this agreement, specifically consisting of the

documents described in Article 2, and shall be deemed to include any

amendments thereto or Contract Variations pursuant to Article 6 (Contract

Variations).



CONTRACTOR means the entity that has executed this Contract as

Contractor (TSSL) and that will be responsible for the performance of the

Work (and if applicable, Upgrade Work) under this Contract and shall

include its permitted successors and/or assigns.



CONTRACT PRICE means the Initial Contract Price, plus any variations

pursuant to Article 6 (Contract Variations), Taxes as set forth in Sub-

Article 4(B) and other adjustments to the Contract Price provided for in

this Contract.



CONTRACT TAXES has the meaning set forth in Sub-Article 4(B)(1).



CONTRACT VARIATION has the meaning set forth in Sub-Article 6(A).



DATE OF COMMERCIAL ACCEPTANCE, PROVISIONAL ACCEPTANCE OR FINAL

ACCEPTANCE means the date that Purchaser receives a Commissioning Report or

an Upgrade Commissioning Report, as the case may be, demonstrating that a

Segment or the System or a System Upgrade, as the case may be, is Ready for

Commercial Acceptance, Ready for Provisional Acceptance or Ready for Final

Acceptance in accordance with Article 9 (Acceptance).



DDP means delivered duty paid as defined in the International Chamber

of Commerce, Guide to Incoterms (1990).



DEFAULT means an Event of Default or any event, condition or

occurrence which with the giving of notice or passage of time or both would

be an Event of Default.



DELIVERABLE SOFTWARE has the meaning set forth in Sub-Article 18(C).



DELIVERABLE TECHNICAL MATERIAL has the meaning set forth in Sub-

Article 18(B).



DISPUTE ACCOUNT means the Dispute Account to be created under the

Escrow Agreement.



ESCROW AGENT means Citibank, N.A., in its capacity as escrow agent

under the Escrow Agreement, and its successors in such capacity.



ESCROW AGREEMENT means that Escrow Agreement to be entered into, in

the event of a dispute as described in Sub-Article 5(C)(5), by and among

the Contractor, the Purchaser and the Escrow Agent, substantially in the

form of Exhibit D hereto, with such changes therein as are reasonably

requested by the Escrow Agent, as amended modified or supplemented from

time to time.



EVENT OF DEFAULT has the meaning set forth in Sub-Article 13(A).



EXCLUDED TAX means (i) any franchise, excess profits, net worth,

capital or capital gains Tax, as well as any Tax on doing business or

imposed on net or gross income or receipts (including minimum and

alternative minimum Taxes measured by any items of Tax preference), but in

each case excluding Taxes that are or are in the nature of sales, use,

excise, license, stamp, rental, ad valorem, value added or property



Taxes; (ii) any Taxes imposed by a jurisdiction other than one in which (a)

the Contractor is or is treated as engaged in activities contemplated by or

in fulfillment of the Contract or (b) the Purchaser or its affiliates has a

nexus to such jurisdiction and the Tax imposed is attributable to that

nexus, (iii) Taxes imposed on the Contractor as a result of Contractor's

gross negligence or willful misconduct and (iv) any import duty, other

import related charges, sales or use tax, VAT or property tax imposed by

the United States or any political subdivision thereof or Taxing authority

therein in respect of Supplies brought into the United States for testing,

modification or other similar purposes prior to being installed or used

outside the United States.



EXPEDITED UPGRADE has the meaning set forth in Sub-Article 6A(L).



FINAL COMMISSIONING REPORT has the meaning set forth in Section 7,

Commissioning and Acceptance section of the Technical Volume.



FINAL SURVEY REPORT means the final survey report described in Section

5 of the Marine Installation section of the Technical Volume.



FOB means free on board as defined in the International Chamber of

Commerce, Guide to Incoterms (1990).



FORCE MAJEURE has the meaning set forth in Sub-Article 17(A).



*



*



INDEPENDENT ENGINEER means Conexart Technologies, Inc. or a similarly

qualified successor in the capacity as the engineer to the financing

sources specified in Sub-Article 37(C) who has agreed to be bound by the

confidentiality provisions of this Contract and who is not affiliated with

a competitor of Contractor.



INFORMATION has the meaning set forth in Sub-Article 20(A).



INITIAL CONTRACT PRICE has the meaning set forth in Sub-Article

4(A)(1).



INITIAL UPGRADE PRICE has the meaning set forth in Sub-Article

4(A)(2).



INTELLECTUAL PROPERTY has the meaning set forth in Sub-Article 18(A).



LAWS means any laws, ordinances, regulations, rules, orders,

proclamations, requirements of governmental authorities or treaties.



MANUFACTURING MATERIALS has the meaning set forth in Sub-Article

13(B).





* MATERIAL OMITTED AND SEPARATELY FILED WITH THE COMMISSION UNDER AN APPLICATION

FOR CONFIDENTIAL TREATMENT.









MILESTONES means the milestones set forth in the Progress Schedule

attached as Appendix 5 to this Contract.



NEXUS TAX means any Tax imposed by way of withholding in respect of or

in lieu of an Excluded Tax, but only to the extent such Tax would not have

been imposed but for the nexus (other than as a consequence of the

activities of the Contractor) of the Purchaser or its affiliate to the

jurisdiction imposing the Tax.



NON-SHIP COSTS has the meaning set forth in Sub-Article 10(A)(2).



NOTICE OF TERMINATION has the meaning set forth in Sub-Article 14(A).



OPTION PERIOD has the meaning set forth in Sub-Article 6A(B).



PARTY(IES) means either of the Purchaser and/or the Contractor, as



PERFORMANCE REQUIREMENTS means (i) with respect to a Segment or the

System, the applicable System Performance Requirements set forth or to be

developed by mutual agreement pursuant to the System Performance and

Availability section of the Technical Volume, (ii) with respect to any

System Upgrade, the applicable System Performance Requirements set forth in

or to be developed by mutual agreement pursuant to the Technical Volume or

(iii) in each case, such other Segment, System or System Upgrade

performance levels as mutually agreed by the Parties.



PERMITS means all Access Rights, permits, pipeline and cable crossing

agreements, approvals, "no objections", permissions-in-principle,

authorizations, consents, customs clearances, registrations, certificates,

rights-of-way, certificates of occupancy, licenses, including without

limitation, landing licenses, orders, vessel and crew authorizations/visas,

permission for the operation of navigational aids and radio systems and

similar authorizations necessary to complete the Work and operate and

maintain the System (other than any of the foregoing (i) relating to the

ownership, operation and maintenance of the System and not necessary until

after the System is Ready for Final Acceptance, (ii) which is or would be

needed by Purchaser to engage in any business outside the business of

developing, owning and operating a submarine cable system or (iii) which is

or would be needed at any time by any purchaser or lessee of capacity on

the System).



PROVISIONING SCHEDULE means the price schedule attached hereto in

Appendix 1.



PURCHASER means Pacific Crossing Ltd. and shall include its permitted

successors and assigns.



READY FOR COMMERCIAL ACCEPTANCE means



(i) for any Segment, that



(a) if the System is not at the same time also Ready for

Commercial Acceptance, the Purchaser has consented, in its sole

discretion, to accept such Segment as Ready for Commercial

Acceptance,



(b) such Segment has the ability to carry commercial traffic

between the two landing points of such Segment meeting

performance criteria of ITU-T G.826 as defined in the System

Performance section of the Technical Volume and has line

monitoring and protection switching capability,



(c) Contractor has tested and provided for STM-1

interconnectivity capability (or such other interconnectivity

capability as may be mutually agreed) to the Segment terminal

equipment according to ITU-T G.826,



(d) Contractor has substantially performed its obligations

under Article 18 (Intellectual Property) then required to be

performed by it, and



(e) all Permits are obtained for such Segment, and



(ii) for the System,



(a) that the System has the ability to carry commercial

traffic throughout the System (operating at 20 Gb/s per fiber

pair) meeting performance criteria of ITU-T G.826 as defined in

the System Performance section of the Technical Volume with self

healing ring protection capability and per Segment protection

capability, has line monitoring and per Segment protection

switching capability and has network management capability,



(b) Contractor has tested and provided for STM-1

interconnectivity capability (or such other interconnectivity

capability as may be mutually agreed) to the System terminal

equipment according to ITU-T G.826,



(c) Contractor has substantially performed its obligations

under Article 18 (Intellectual Property) then required to be

performed by it and



(d) all Permits are obtained for the System and



(iii) for any System Upgrade, the System is Ready for Commercial

Acceptance at the capacity specified for such System Upgrade.



READY FOR FINAL ACCEPTANCE means



(i) for the System, that



(a) (I) the System has successfully and continuously

(other than by reason of Force Majeure in which case the test

period shall be extended for a time period equal to the time

period of such Force Majeure) functioned in compliance with the

System Performance Requirements during the period of ninety (90)

consecutive days after the Date of Provisional Acceptance or



(II) if the System shall have failed to meet the System

Performance Requirements at any time during such period (other

than by reason of Force Majeure), the Contractor has corrected

such failure and the System has successfully and continuously

(other than by reason of Force Majeure in which case the test

period shall be extended for a time period equal to the time

period of such Force Majeure) functioned in compliance with the

System Performance Requirements for such additional period of

time not to exceed ninety (90) days (and not to end prior to the

date 90 days after the Date of Provisional Acceptance) as

reasonably determined by the Independent Engineer as being

sufficient to confirm that such failure has been corrected and

that no other failures are likely to appear and



(b) all deficiencies noted in the Certificate of Provisional

Acceptance have been corrected (other than minor deficiencies

which will not affect the operation of the System, in respect of

which an equitable adjustment to the Contract Price will be made)



(c) Contractor has complied in all material respects with

Article 18 (Intellectual Property) and



(ii) for any System Upgrade, that



(a) (I) the System Upgrade has successfully functioned in

compliance with the System Performance Requirements during the

period of ninety (90) days after the Date of Provisional

Acceptance of the System Upgrade or (II) if the System Upgrade

shall have failed to meet the System Performance Requirements

during such period, the Contractor has corrected such failure and

the System Upgrade has successfully functioned in compliance with

the System Performance Requirements for such additional period of

time not to exceed ninety (90) days as reasonably determined by

the Independent Engineer as sufficient to confirm that such

failure has been corrected and



(b) all deficiencies noted in the Certificate of Provisional

Acceptance have been corrected (other than minor deficiencies

which will not affect the operation of the System, in respect of

which an equitable adjustment of the Contract Price will be made)



(c) Contractor has complied in all material respects with

Article 18 (Intellectual Property).



READY FOR PROVISIONAL ACCEPTANCE means



(i) with respect to any Segment,



(a) in the case of all Segments other than Segment S, if the

System is not, at the same time, also Ready for Provisional

Acceptance, the Purchaser has consented, in its sole discretion,

to accept such segment as Ready for Provisional Acceptance,



(b) such Segment is complete in all material respects (and

in any event is Ready for Commercial Acceptance),



(c) the results of Acceptance Testing of such Segment

demonstrate that such Segment has satisfied the System

Performance Requirements,



(d) Contractor has substantially performed its obligations

under Article 18 (Intellectual Property) then required to be

performed by it,



(e) all Permits are obtained for such Segment, and



(ii) with respect to the System, the System is complete in all

material respects (and in any event is Ready for Commercial

Acceptance), all Segments are Ready for Provisional Acceptance with

self-healing ring protection capability and per Segment protection

capability and line monitoring and network management capability and



(iii) with respect to any System Upgrade, the results of

Acceptance Testing of such System Upgrade demonstrate that such System

Upgrade is complete in all material respects and is sufficient to

realize the Performance Requirements.



REPRESENTATIVES has the meaning set forth in Article 36(B).



RETAINAGE means an amount equal to *% of the Initial Contract Price.



RETESTING has the meaning set forth in Sub-Article 9(B)(3).





* MATERIAL OMITTED AND SEPARATELY FILED WITH THE COMMISSION UNDER AN APPLICATION

FOR CONFIDENTIAL TREATMENT.



ROUTE SURVEY means the route survey described in the Marine section of the

Technical Volume.



SCHEDULED SEGMENT S RFS DATE has the meaning set forth in Sub-Article

9(A).



SCHEDULED SYSTEM RFS DATE has the meaning set forth in Sub-Article

9(A).



SCHEDULED UPGRADE DATE means for any System Upgrade, the date by which

the Contractor agrees such System Upgrade will be Ready for Provisional

Acceptance pursuant to Sub-Article 6A(K) hereof.



SEGMENT means Segment N, Segment S, Segment E or Segment W, as the

case may be.



SEGMENT E means the Segment of the System from Toro Creek, California,

United States to Norma Beach, Washington, United States and landing in

locations capable of interconnecting with major telecommunications



SEGMENT N means the Segment of the System from Norma Beach,

Washington, United States to Ajigaura, Japan and landing in locations

capable of interconnecting with major telecommunications carriers.



SEGMENT S means the Segment of the System from Shima, Japan to Toro

Creek, California, United States and landing in locations capable of

interconnecting with major telecommunications carriers.



SEGMENT W means the Segment of the System from Ajigaura, Japan to

Shima, Japan and landing in locations capable of interconnecting with major

telecommunications carriers.



SHIP COSTS has the meaning set forth in Sub-Article 10(A)(2).



SHIP PERIOD has the meaning set forth in Sub-Article 10(A).



SUPPLIES means any and all materials, plant, machinery, equipment,

hardware and items supplied by the Contractor under this Contract.



SUSPENSION means a suspension in pursuant to Sub-Article 15(A) or

15(B).



SYSTEM means the four fiber pair submarine cable system consisting of

Segments N, S, E and W (at a per fiber pair capacity of * at the Date

of Commercial Acceptance or the Date of Provisional Acceptance, as the case

may be, of the System, with each Segment having the capability of being

upgraded to * per fiber pair at the Date of Provisional Acceptance),

including the cable stations, as more fully described in the System

Description section of the Technical Volume.





* MATERIAL OMITTED AND SEPARATELY FILED WITH THE COMMISSION UNDER AN APPLICATION

FOR CONFIDENTIAL TREATMENT.



SYSTEM PERFORMANCE REQUIREMENTS has the meaning set forth in the

System Description section of the Technical Volume.



SYSTEM UPGRADE has the meaning set forth in Sub-Article 6A(A).



TAX means any tax, duty, levy, charge or custom (including, without

limitation, any sales or use tax, VAT or octroi duty relating to the

Contract items and fiscal stamps connected with Contract legalization)

imposed or collected by any taxing authority or agency (domestic or

foreign).



TECHNICAL VOLUME means the Technical Volume attached hereto as

Appendix 6.



TRANSFEREE means any entity to which purchaser assigns rights

hereunder pursuant to Sub-Article 37(D) hereof.



UPGRADE BILLING SCHEDULE means the billing schedule attached hereto as

Appendix 2A.



UPGRADE COMMISSIONING REPORT has the meaning set forth in the

Commissioning and Acceptance section of the Technical Volume.



UPGRADE PERIOD has the meaning set forth in Sub-Article 6A(E).



UPGRADE PLAN OF WORK means the plan of work attached hereto as

Appendix 3A.



UPGRADE PRICE means, for any System Upgrade, the Initial Upgrade Price

for such System Upgrade, plus any variations pursuant to Article 6

(Contract Variations), Taxes as set forth in Sub-Article 4(B) and other

adjustments to such Upgrade Price provided for in this Contract.



UPGRADE PROVISIONING SCHEDULE means the provisioning schedule attached

hereto as Appendix 1A.



UPGRADE WARRANTY PERIOD has the meaning set forth in Sub-Article

10(A).



UPGRADE WORK means the activities and services to be performed or

provided by Contractor under Article 6A (Optional Upgrades).



*





* MATERIAL OMITTED AND SEPARATELY FILED WITH THE COMMISSION UNDER AN APPLICATION

FOR CONFIDENTIAL TREATMENT.



WARRANTY PERIOD has the meaning set forth in Sub-Article 10(A).



WORK means all activities and services (other than the activities and

services specified in this Contract to be provided by Purchaser) necessary

to be performed or provided in developing, planning, designing,

manufacturing, constructing, delivering, installing and testing the System,

until the System is Ready for Final Acceptance, including without

limitation, designating, coordinating, obtaining and paying for on behalf

of Purchaser the Access Rights and obtaining all Permits except landing

licenses. Whether or not used in conjunction with the term "Supplies", the

term "Work" shall always be deemed to include the provision of the relevant

Supplies, unless the context requires otherwise.



YEAR 2000 COMPLIANT means, when used with respect to any softwa...

View agreement details