Common Contract Clauses

“TCTB has created a set of prime contract clauses expected to be included in each Country prime contract. These clauses will coordinate the otherwise “separate but interdependent” prime contracts to ally them to the common purpose.” The following Special Provisions reflective of the unique nature of TCTB’s proposed contracting arrangement shall be inserted in each separate Prime Contract (e. g., one between CNSA and TCTB, one between ROSCOSMOS and TCTB, and one between NASA/Commerce and TCTB):

Consent to ADR of Space Objects: “In furtherance of the Shared Purpose among Country Prime Contracts as further described in the “Shared Purpose and Common Interpretation” clause of this Contract, and in recognition of its jurisdiction over certain space objects under international law, [CNSA][ROSCOSMOS][NASA]/[Country Party] hereby consents to the ADR of its space objects by TCTB under this Contract and by its subcontractors. [Country Party] retains all rights in and jurisdiction over the space objects for which consent is granted, except as expressly negotiated with TCTB on a case by case basis.”

Country Audit Rights: “[Country Party] has the right, during normal business hours with reasonable advance notice, for itself or using an independent and licensed auditor, to audit all books and records of TCTB. This right is subject to the limitations expressed in the “Protection of Information” clause in this Contract which protects Country Sensitive Information or Subcontractor Proprietary Information in the custody of TCTB.”

Termination For Convenience: “[Country Party] may terminate this Contract or any Phase thereof for its convenience at any time and for any reason, after thirty days written notice to TCTB. In case of such termination, [Country Party] agrees to pay all reasonable, allocable TCTB costs incurred or obligated to be incurred, and Fees earned, up to the date of termination.”

Protection of Information: “In performing this Contract, TCTB and its subcontractors will need to possess or use sensitive or proprietary information of others. [Country Party] and TCTB agree to establish access controls governing the use and disclosure to others of Country Sensitive Information or Subcontractor Proprietary Information in the possession of TCTB.”

Provision of Information: “[Country Party] agrees to provide all available information within its possession or control, regarding potential ADR targets, or necessary for licensing or other approvals, to TCTB and its subcontractors, subject to any restrictions on further disclosure established under the “Protection of Information” clause in this Contract.” [Country Party agrees to provide any necessary license or authorization to TCTB and its subcontractors in order to allow TCTB and its subcontractors to perform ADR activity.]

TCTB Support by Seconded Country Personnel: “In the event [Country Party] provides personnel or other resources to TCTB in support of this contract, [Country Party] agrees to bear its own costs of providing that Support. [Country Party ] will cause seconded personnel to sign Non-Disclosure Agreements with TCTB to protect sensitive information of other participating Countries during performance of this Contract.”

Risk Allocation for Loss or Damage to Parties or Third Parties: “Each Party is responsible for its own actions or inactions in performing this Contract causing Loss or Damage. However, the Parties recognize that significant risk will be present for all parties participating in Phases 7 and 8 ADR Projects, and that insurance may not be reasonably available to fully cover all those risks and party participants. During Phase 5, ADR subcontractors will be required to propose, as part of the subcontract price, a comprehensive plan for coverage for all risks and all party participants for each ADR Project (e. g., manufacturing, pre-launch, launch, on-orbit and de-orbit), to include consideration of reasonably available insurance, self-insurance, indemnity and party cross waivers. To the extent any risk remains, [Country Party] agrees to assume a pro rata share of any resulting liability in accordance with the “Shared Purpose and Common Interpretation (Conforming Remedies) clause of this contract. For the avoidance of doubt, TCTB’s cost of insurance for risks arising out of or related to the performance of this Contract are allowable and allocable to this Contract.”

Contract Type and Payment: “[Country Party] agrees to pay TCTB’s reasonable, allocable Costs arising out of or related to performing this Contract, and to pay TCTB Fees and Provisional Fees. TCTB will endeavor to notify [Country Party] of the amount and nature of anticipated expenses in advance of incurring a Cost. TCTB will maintain customary records of all Costs, and will electronically submit Invoices to [Country Party] on a monthly basis and [Country Party] will pay those Invoices in U. S. dollars to TCTB’s designated bank account within 14 days of receipt.”

Interdependence and Pro Rata Cost Sharing Among Prime Country Contracting Parties: “In furtherance of the Shared Purpose among all three Prime Contracts as further described in the “Shared Purpose and Common Interpretation” clause of this Contract, [Country Party] agrees to pay TCTB a Pro Rata share of its [reasonable, allocable] costs incurred in performing ADR Projects. [Country Party] agrees to pay the full amount of each Invoice under this Contract, subject to audit as described in the “Country Audit Rights” clause of this Contract. Annually, the Parties agree to reconcile payments made to account for any changes among country participation as evidenced by contracting, authorization and funding effective dates. Example: Under Phase 2, TCTB incurs $3,000 in travel expenses to attend a meeting to develop the Initial Target Ranking Document (ITRD). Assuming all three Countries have then entered into Prime Contracts with TCTB and have authorized and funded Phase 2 performance, TCTB submits an Invoice for $1000 (one-third of the total) to each country Prime Contracting Party for payment. If only two Countries have then funded Phase 2 effort, TCTB will submit an Invoice for $1500 to each participating country. Subsequently, a third country funds Phase 2 effort. In that case, TCTB will submit a Reconciling Invoice for $1000 to the third country, and will Refund/Credit $500 each to the other two countries. Nothing herein shall be construed as establishing or requiring direct bilateral relations between Prime Contracting Country Parties.”

Shared Purpose and Common Interpretation (Conforming Remedies): “Whereas, the Chinese National Space Administration (hereinafter “CNSA”), State Space Corporation ROSCOSMOS (hereinafter “ROSCOSMOS”) and the National Aeronautics and Space Administration (hereinafter “NASA”) desire to cooperate to remediate orbital debris (hereinafter “ADR” or “Project(s)”); and whereas they further desire to Equitably Share the obligations, risks, costs and benefits of doing so; and whereas CNSA, ROSCOSMOS and NASA each intend to separately contract (hereinafter “Prime Contracts”) with TCTB,LLC, (hereinafter “TCTB”) to effectuate that purpose; and whereas TCTB is a private, independent contractor; and whereas TCTB intends to act as a prime contractor on behalf of each Country contracting Party to “definitize” the terms of each Prime Contract, identify and select ADR targets, develop Requests for Proposals (hereinafter “RFP(s)” and Subcontracts for ADR Projects, solicit ADR Proposals from subcontractors, select subcontractors and negotiate subcontracts, manage the ADR subcontracts, and perform other tasks as mutually agreed between the Parties; therefore, in consideration of that Shared Purpose and in order to effectuate it, and notwithstanding any other clause in this Contract to the contrary, the Parties agree to interpret this Contract and their respective rights and obligations hereunder to best facilitate that Shared Purpose.”

Disputes Resolution: “TCTB and [Country Party] agree to resolve disagreements arising under this Contract using good faith negotiations. Failing agreement on a disputed matter, the Parties agree that either party may initiate legal proceedings in any court of competent jurisdiction to seek a resolution. For Disputes arising under Phases 7 or 8 of this Contract, the parties agree to negotiate and agree to a binding dispute resolution process addressing venue, choice of law, language, procedure, appealability, enforceability, project continuance during the pendency of a dispute and other related matters. This clause is subject to the Shared Purpose and Common Interpretation (Conforming Remedies) clause of this Contract.”