Master Services Agreement

The portions of this exhibit for which

confidential treatment has been requested,

have been redacted and filed separately with

the Commission





- -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------





MASTER AGREEMENT





By and Between



IRIDIUM LLC





ANDERSEN CONSULTING, LLP





- -------------------------------------------------------------------------------- - ------------------------ -------------------------------------------------------- ARTICLE 1. THE WORK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

1.1 Work Orders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

-----------

1.2 Scope Changes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

-------------

1.3 Milestone Dates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

---------------

1.4 Tools and Measurements/Metrics. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

------------------------------

1.5 _________________ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5



ARTICLE 2. PURCHASE PRICE; PAYMENT SCHEDULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

2.1 Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

-----

2.2 Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

--------



ARTICLE 3. TERM AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

3.1 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

----



ARTICLE 4. INFRINGEMENT OF THIRD-PARTY RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

4.1 Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

---------------

4.2 Undertakings if Infringement Found. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

----------------------------------



ARTICLE 5. LIMITATION OF LIABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

5.1 Consequential and Special Damages . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

---------------------------------

5.2 Limit of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

------------------



ARTICLE 6. CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

6.1 Definition of Confidential Information . . . . . . . . . . . . . . . . . . . . . . . . . . 8

--------------------------------------

6.2 Restrictions on Use or Disclosure of Confidential Information . . . . . . . . . . . . . . 9

-------------------------------------------------------------

6.4 Disclosure Required by Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

--------------------------



ARTICLE 7. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

7.1 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

------------------

7.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

-------

7.3 Relationship of the Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

---------------------------

7.4 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

------------

7.5 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

----------

7.6 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

------

7.7 Binding Effect; Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

--------------------------

7.8 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

-------------

7.9 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

------------

7.10 Force Majeure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

-------------

7.11 Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

-------



DEPLOYMENT WORK ORDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

- ---------------------



MAINTENANCE AND SUPPORT SERVICES AND ENHANCEMENTS WORK

- ------------------------------------------------------

ORDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

- -----

This Agreement is made by and between Iridium LLC, a Delaware limited liability company, having an address at 1401 H Street, N.W., Washin gton, D.C. 20005 (hereinafter referred to as "Iridium"), and Andersen Consulting, LLP, an Illinois limited liability partnership, having an address at 1666 K Street, N.W., Washington, D.C. 20006 (hereinafter referred to as "Andersen").



ARTICLE 1. THE WORK



1.1 Work Orders. The work to be performed is described in the documents

constituting this Agreement which include work orders and any

documents referenced in a work order. A work order is a document

executed by both parties in accordance with the provisions of this

agreement regarding amendments. As of the execution date of this

agreement only the following three work orders exist: the IBSS

Development and Test Plan, the Deployment Work Order, and the

Maintenance and Support Services and Enhancements Work Order. The

parties recognize that they intend to agree upon replacements for the

Deployment Work Order and the Maintenance and Support Services and

Enhancements Work Order which replacements will become effective upon

execution by both parties as provided herein.



1.2 Scope Changes. A "Scope Change" shall mean any change to the work as

set forth in a work order. Either party may propose a Scope Change.

Upon being informed of any proposed Scope Change, Andersen shall

promptly furnish to Iridium an itemized breakdown of the increased or

decreased cost, if any, created by the change and any other impact

such as impact on Andersen's work schedule and impact on any agreed-to

Milestone Dates. A Scope Change shall not be effective until a

written change order, signed by both parties, has been executed.

Andersen shall have no obligation to commence work in connection with

any change until the fee and/or schedule impact of the change is

agreed upon by the parties in writing. Notwithstanding the foregoing,

the parties may in writing agree that Andersen shall start work

("Interim Work") before executing a written change order, while the

parties are conducting good faith negotiations as to the exact terms

of such written change order. Andersen will be paid on a time and

materials basis for such Interim Work with direct Iridium involvement.



1.3 Milestone Dates. On the terms and subject to the conditions set forth

in this Agreement, the parties shall fulfill each of their respective

obligations in each phase of this Agreement and other related work,

tasks, procedures or the like necessary to meet the Milestone Date

specified for each Phase in the Work Order.











1.4 Tools and Measurements/Metrics. Andersen shall use appropriate tools

and measurements/metrics to measure the completeness and quality of

each deliverable and phase. Iridium and Andersen shall jointly agree

upon tools and measurements/metrics to be used in gauging the quality

of the System. Andersen shall provide Iridium with access to all

metrics and tools used in the execution of the work orders under this

Agreement. Such access shall include the training of Iridium

personnel associated with the project in the use of the metrics and



1.5 ____________________. Andersen may not resell any part of the

software originally produced by Andersen or its subcontractors in the

performance of this Agreement, modifications made to commercial

off-the-shelf (COTS) software where Andersen (rather than the COTS

vendor) owns the modifications, requirements definitions, plans or

other documents originally created pursuant to this Agreement without

the _______ and after entering into an agreement to ___________ for

such sale or lease. Modifications to software where Andersen does not

own the modifications are not subject to the restriction in the

previous sentence. The parties agree that the version of the

_________ product existing prior to the modifications made pursuant to

this Agreement shall not be subject to the restriction contained in

the sentence above. ____________________________________________ Key

Individual means the individuals set forth in the IBSS Development and

Test Work Order. Andersen shall propose for addition to this list any

individual who performs work for Iridium where the work involves

in-depth understanding of any significant portion of Iridium's

business plan, technical matters, method of operation, clearinghouse,

business support systems (including the Iridium, Gateway, and Service

Provider Support Systems), and similar matters. Iridium may also

propose individuals meeting the criteria stated in the preceding

sentence for addition to the list. Upon mutual agreement, such

individuals shall be added to the list.





ARTICLE 2. PURCHASE PRICE; PAYMENT SCHEDULES



2.1 Price. The purchase price shall be the total amount set forth in each

work order. Unless otherwise set forth in a work order sales, use,

excise and other similar taxes shall be payable by Iridium in addition

to the amount set forth in the work order on any deliverable upon

which such taxes are required to be assessed and collected. Iridium

shall not be liable for any _____ ________, business license,











property, or other similar taxes.



2.2 Payments. Iridium shall pay and Andersen shall receive payment in the

manner outlined in each work order. Iridium may not withhold payment

for a satisfactorily completed phase, milestone, deliverable, or work

order on the basis that a subsequent phase, milestone, or deliverable

has not been satisfactorily completed or on the basis that the work

set forth in an unrelated work order has not been satisfactorily



2.3 Overdue Payments. Amounts which remain unpaid thirty (30) days after

the date upon which payment is due shall accrue interest at a rate of

one percent (1%) per month until paid.



ARTICLE 3. TERM AND TERMINATION



3.1 Term. The terms of this Agreement shall continue until all its

provisions are satisfied or until terminated in accordance with the

provisions of this article.



3.2 Termination. This Agreement may be terminated by Andersen or Iridium

upon 30 days written notice if all of the obligations of both parties

have been performed. Otherwise, this Agreement may only be terminated

by mutual agreement, evidenced in writing. Each work order shall set

forth, if applicable, the terms for termination of the work order.



ARTICLE 4. INFRINGEMENT OF THIRD-PARTY RIGHTS



4.1 Indemnification. Andersen shall (i) indemnify Iridium from and against

any liability, cost, loss, or expense of any kind; (ii) hold Iridium

harmless and save it from any liability, cost, loss, or expense of any

kind; and (iii) defend any suit or proceeding against Iridium arising

out of or based on any claim, demand, or action alleging that the

Andersen Indemnified Software, or any portion thereof as furnished

under this Agreement and used within the scope of the license

hereunder, infringes any third-party intellectual property rights in

the U.S. Additionally, Andersen shall pay any costs, damages, or

awards of settlement, including court costs, arising out of any such

claim, demand, or action, provided that Iridium promptly gives written

notice of the claim, demand, or action to Andersen and that Andersen

may directly and fully participate in the defense to any settlement of

such claim, demand, or action. Andersen will not indemnify Iridium,

however, if the claim of infringement is caused by (1) Iridium's

misuse or modification of the Andersen Indemnified Software, (2)

Iridium's failure to use corrections or enhancements made available by

Andersen, (3) Iridium's use of











such Andersen Indemnified Software in combination with any product or

information (other than the software with which the Andersen

Indemnified Software is intended to be used pursuant to this

agreement) not owned or developed by Andersen, (4) Iridium's

distribution, marketing or use for the benefit of third parties, other

than Iridium, the gateway operators, service providers, and their

contractors, or (5) information, direction, specification, or software

provided by Iridium.



4.2 Undertakings if Infringement Found In the event that the Andersen

Indemnified Software or any portion thereof, as furnished and used

under this Agreement or pursuant to any licensed purported to be

granted hereunder, are held in such a suit or proceeding to infringe a

third-party intellectual property right in the U.S., and that the use

of the Andersen Indemnified Software or portion thereof is enjoined,

Andersen shall, at its sole option and expense (1) procure for Iridium

the right to continue using the Andersen Indemnified Software or

portion thereof; (2) replace the same with non-infringing software of

equivalent functions and efficiency; or (3) modify the Andersen

Indemnified Software such that it no longer infringes the third-party

intellectual property right in the U.S. In the event Andersen is

unable to accomplish any of the three undertakings set forth above,

Andersen may refund to Iridium the amount paid by Iridium for such

software, less a reasonable amount for Iridium's use of the infringing

Andersen Indemnified Software or portion thereof up to the time of

refund, provided, however that Iridium shall thereafter continue to

have the right, at its own risk, to use said Andersen Indemnified

Software or portion thereof. The foregoing remedies constitute

Iridium's sole and exclusive remedies and Andersen's entire liability

with respect to infringement by the Andersen Indemnified Software.



4.3 Non-U.S. Infringement. In the event of any claim, demand, or action

alleging that the Andersen Indemnified Software or any portion thereof

as furnished under this Agreement and used within the scope of the

license hereunder infringes any third-party intellectual property

rights outside the U.S., Andersen shall cooperate with Iridium in

Iridium's defense of the claim and, if requested by Iridium, undertake

to replace the allegedly infringing software with non-infringing

software of equivalent functions and efficiency or modify the

allegedly infringing software so that it no longer infringes. Iridium

shall pay Andersen for such activities at

___________________________________________.



4.4 Iridium Infringement Responsibilities. To receive the foregoing

indemnity, Iridium must notify Andersen in writing of a claim or suit

promptly and provide reasonable cooperation (at Andersen's expense)

and full authority to defend and settle the claim or suit. Andersen

shall not have any obligation to indemnify











Iridium under any settlement made without Andersen's consent.



4.5 "Intellectual Property" means patents, trademarks, service marks,

trade names, copyrights, trade secrets.



4.6 "Andersen Indemnified Software" means software produced by Andersen or

its subcontractors in performance of this Agreement but does not

include software which has been modified by Andersen but has been

licensed, in its modified form, to Iridium by a third party. Andersen

Indemnified Software includes modifications to software, but not the

underlying software, if the prior sentence is not applicable. The

_______ Software product is Andersen Indemnified Software.



ARTICLE 5. LIMITATION OF LIABILITY



5.1 Consequential and Special Damages. In no event will either party be

liable to the other for any loss of profits; or any incidental,

special, exemplary, or consequential damages; even if the party has

been advised of the possibility of such claims or demands. The

foregoing limitation shall not apply with respect to (i) Andersen's

obligation to indemnify Iridium for intellectual property infringement

claims by third parties as set forth in Article 4 entitled

"Infringement of Third-Party Rights"; or (ii) damages resulting from

either party's breach of its confidentiality obligations as set forth

in Article 6 entitled "Confidentiality".



5.2 Limit of Liability. The limit of either party's liability (whether in

contract, tort, negligence, strict liability in tort or by statute or

otherwise) to the other or to any third party concerning performance

or non-performance by the other party, or in any manner related to

this Agreement or any Work Order, for any and all claims shall not in

the aggregate exceed ________________________________________________

_____________________________________________________________________

________________________________________________________________. The

foregoing limitation in this article shall not apply with respect to

(i) Andersen's obligation to indemnify Iridium for intellectual

property infringement claims by third parties as set forth in Article

4 entitled "Infringement of Third-Party Rights"; or (ii) damages

resulting from a breach by either party of its confidentiality

obligations as set forth in Article 6 entitled "Confidentiality".



ARTICLE 6. CONFIDENTIALITY



6.1 Definition of Confidential Information.











"Confidential Information" means any and all information disclosed to,

or otherwise acquired or observed whether in writing, orally,

electronically, photographically, in recorded or any other form,

including, but not limited to, sales and operation information,

existing and potential business plans and strategies and marketing

methods, financial information, costs, pricing information, know-how,

designs, drawings, specifications, technical information, concepts,

knowledge, reports, methods, processes, techniques, whether or not the

foregoing information is patentable, tested, reduced to practice, or

subject to copyright, provided that such information is identified as

confidential. Confidential Information shall not include any

information which



a. was at the time of disclosure in the public domain through no

fault of the disclosing party, or



b. was known to the party (as shown by written records) prior to

receipt thereof from the disclosing party, or



c. was independently developed by the party (as shown by written

records), or



d. was properly received by from an unaffiliated third party

under no obligation of confidentiality.



6.2 Restrictions on Use or Disclosure of Confidential Information. Each

party shall maintain in confidence, applying the same standard of care

as it applies to its own, similar Confidential Information, all

Confidential Information, including this Agreement, and shall not use

or copy any Confidential Information or disclose Confidential

Information to any person or entity without the other party's prior

written consent, except that each party may disclose Confidential

Information to those employees, agents, and contractors of the party

as may be necessary in connection with the party's performance of its

services or obligations under this Agreement. Each party shall be

responsible to ensure that its employees, agents, and contractors

maintain Confidential Information in confidence and do not disclose,

use or copy any Confidential Information except as may be permitted or ...