END USER (CUSTOMER) AGREEMENT for Simplex Services

1.0 PARTIES: In this End User Agreement (the "Agreement"), "AEROASTRO" shall mean AeroAstro, Inc.; and “CUSTOMER” shall refer to the Customer named above, its respective employees and agents acting within the scope of this contract, if any. “Users” are to be defined as the CUSTOMER’s Customers, Corporations and Organizations. “End Users” are to be defined as the actual user of the products provided by CUSTOMER or CUSTOMER’s Users. The Provider(s) whose services are being offered to prospective Users is not a party to this Agreement. AEROASTRO’s mailing address is 20145 Ashbrook Place, Ashburn, VA 20147; phone is: (703) 723-9800; fax is: (703) 723-9850.

2.0 PRODUCTS AND SERVICES: CUSTOMER will be permitted to offer and use AEROASTRO products to Organizations, Companies and Corporations (provided they are accepted for provisioning by AEROASTRO in AEROASTRO’s absolute and sole discretion) however; acceptance shall not be unreasonably withheld.

3.0 PRICING: Pricing determination on Products and Services procured from AEROASTRO by CUSTOMER shall be the exclusive right of AEROASTRO as outlined in Attachment A. CUSTOMER may receive special pricing, however, AEROASTRO shall not be responsible for CUSTOMER’s pricing to CUSTOMER’s customers.

4.0 ORDERING AND BILLING: AEROASTRO will be responsible in billing the customer based on the terms that has been agreed upon in Attachment B.

5.0 ENGINEERING SERVICES: Engineering Services will be provided at the level of service and support detailed in Attachment C. Thereafter, AEROASTRO may elect to impose charges, to CUSTOMER’s Users or End Users, for Engineering Services. CUSTOMER will be given prior written notification of any changes in the Attachment C. (may not apply)

6.0 TERM and TERMINATION: The term of this Agreement shall be one (1) year from the date hereof and shall automatically renew for consecutive one (1) year periods unless either party provides notice of cancellation not less than sixty (60) but no more than ninety (90) days prior to the end of any applicable term.

6.1 AEROASTRO may terminate this Agreement, and all further obligations to CUSTOMER, effective immediately upon occurrence of one or more of the following Events of Default:

a. CUSTOMER’s insolvency, bankruptcy, receivership or dissolution if not discharged within 60 days of written notice;
b. CUSTOMER’s material breach of any provision of this Agreement if uncured within 30 days of written notice;
c. CUSTOMER’s making a material misrepresentation to an actual or prospective customer if uncured within 30 days of written notice;
d. CUSTOMER’s knowingly contacting directly any of AEROASTRO’s Service or Product Providers to discuss any matter within the scope of AEROASTRO provided products and services, without prior written consent from AEROASTRO;
e. CUSTOMER’s death or incapacity if CUSTOMER are a natural person; or
f. CUSTOMER’s violation, which remains uncured within 30 days of CUSTOMER’s receipt of notice thereof, of AEROASTRO's established written operating procedures as they currently exist and as they are amended, in writing, from time to time providing such operating procedures, or written amendments thereof, are intended to achieve a legitimate business purpose of AEROASTRO and not intended to create an anticipatory breach on CUSTOMER’s part. AEROASTRO shall provide applicable operating procedures in writing to CUSTOMER.

6.2 In the event of termination, no new orders will be accepted from CUSTOMER. Should termination by AEROASTRO occur for reasons other than those stated in Paragraph 8.1(a) through 8.1(f), AEROASTRO may continue to service CUSTOMER’s End Users, or direct customers acquired by CUSTOMER which continue to utilize the Products and Services sold by CUSTOMER for the entire term, provided, when applicable, AEROASTRO continues to be paid by CUSTOMER or Client, and/or User as the case may be.

6.3 A waiver of the occurrence of an Event of Default shall not be a waiver of any other or subsequent Event of Default. Upon the occurrence of an Event of Default that is not cured under the provisions of Paragraph 8.4, all or any of the following remedies apply, provided, however, that no remedy shall be exclusive of any other remedy, but each shall be cumulative and in addition to every other remedy provided for in this Agreement or at law or in equity, including damages, specific performance, and the right to cure the default as provided herein:

a. In the event that an Event of Default by the CUSTOMER occurs and is not cured as provided herein, AEROASTRO may treat such non-cured Event of Default as an immediate termination of the Agreement by the CUSTOMER subject to the notification provisions under Paragraph 8.4.
b. In the event that an Event of Default by AEROASTRO occurs and is not cured as provided herein, CUSTOMER may treat such non-cured Event of Default as an immediate termination of the Agreement by AEROASTRO subject to the notification provisions under Paragraph 8.4. A AEROASTRO breach of this agreement that permits CUSTOMER termination rights shall include obligations of AEROASTRO delineated herein based on a justified documented product or service quality defect that has been acknowledged by AEROASTRO as requiring cure and if cure has not been resolved within 60 days of receipt of such documented complaint from CUSTOMER.

6.4 On the occurrence of an event that if not cured would constitute an Event of Default by either party under Paragraph 7 (the "Default"), the non-defaulting party shall provide the defaulting party with a written notice of default (the "Notice of Default"). On receipt of a Notice of Default, the defaulting party shall have thirty (30) days to cure the Default.

7.0 CONTACTS WITH EXISTING CUSTOMERS, REPRESENTATIVES, ORGANIZATIONS, COMPANIES AND CORPORATIONS: CUSTOMER, except as expressly provided in writing by AEROASTRO, shall not knowingly either directly or indirectly contact any then existing CUSTOMER, Representative, Organization, Company, or Corporation that is marketing and/or utilizing the Products or Services for the purpose of:

a) Inducing them to switch to another provider of the types of Products and Services offered by AEROASTRO,
b) Inducing them to terminate the use of the Products and Services for any reason,
c) Disparaging the reputation of AEROASTRO or AEROASTRO's Provider, or
d) Interfering with AEROASTRO's service and operational relationship with CUSTOMER’s, Representative's Organizations, Companies, and/or Corporations. Violation of the provision shall eliminate any obligation of AEROASTRO as provided in Paragraph 2.0 herein.

7.1 AEROASTRO shall not knowingly directly contact any CUSTOMER Organization, Company, Corporation, User, or End User that is utilizing the Products and/or Services for the purpose of:

a) Inducing them to switch to a relationship with AEROASTRO in an attempt to bypass CUSTOMER’s reselling efforts,
b) Inducing them to terminate the use of the Products or Services for any reason,
c) Disparaging the reputation of the CUSTOMER and/or CUSTOMER's Organizations, or
d) Interfering with the CUSTOMER's relationship with the Organization, Company or Corporation.

8.0 CLIENT REPRESENTATION: AEROASTRO will not mediate client representation should any two or more CUSTOMER’s and/or Representatives claim pre-sales or marketing efforts to the same potential or existing customer. AEROASTRO reserves the exclusive right to exclude or assign house accounts to a CUSTOMER or Representative. When a CUSTOMER accepts assignment of an AEROASTRO house account, AEROASTRO retains the right to suspend or terminate the account assignment effective 30 days after such written notice. AEROASTRO will mediate client representation if AEROASTRO assigns account.

9.0 USE OF NAME AND PROPERTY: CUSTOMER may not use AEROASTRO’s or any Provider’s name, trademark(s), service mark(s) or identities in the solicitation of Organizations, Companies or Corporations without AEROASTRO’s prior written consent, which AEROASTRO is free to withhold for any reason. Any document submitted for approval under this paragraph will be reviewed in a timely manner without undo delay, usually within 48 hours. Furthermore, regardless of AEROASTRO’s consent being granted, any Provider may, in its sole and absolute discretion, withhold and/or stop the use of its name, trademark, service mark and identity independently for any reason. Any authority to utilize such names, trademarks, service marks or identities will terminate when this Agreement terminates. After such termination, CUSTOMER and/or CUSTOMER’s Organizations will not be permitted to refer to themselves as a AEROASTRO CUSTOMER or otherwise use their name(s), trade name(s), service mark(s) or identities, and must return all materials bearing such identifiers to AEROASTRO.

9.1 AEROASTRO may not use CUSTOMER's or CUSTOMER’s Users/End User’s names, trademarks, service marks or identities without CUSTOMER's prior written consent, which CUSTOMER is free to withhold for any reason. Any authority to use such name, trademarks, service marks or identities shall terminate when this Agreement terminates. After termination of this Agreement, AEROASTRO shall not be permitted to refer to CUSTOMER as an AEROASTRO CUSTOMER or otherwise use CUSTOMER’s name, trade name, service mark or identity, and must return all materials bearing such identifiers to the CUSTOMER.

10.0 INDEPENDENT CONTRACTOR: CUSTOMER understands that it is an independent contractor and not an employee of AEROASTRO under this Agreement. CUSTOMER will have total control of the management of CUSTOMER’s business. AEROASTRO will not require CUSTOMER to do anything that would jeopardize CUSTOMER’s status as an independent contractor under this Agreement. Except as expressly set out herein, neither party may enter into any agreement of other obligation on behalf of the other party without the other party’s prior written approval.

11.0 EXPENSES AND TAXES: All of the expenses that CUSTOMER and/or CUSTOMER’s Organizations incur in connection with CUSTOMER’s efforts to obtain orders for Products and/or Services will be entirely CUSTOMER’s and/or CUSTOMER’s Organizations’ sole responsibility unless otherwise agreed to in writing. AEROASTRO will not in any way be responsible or liable for such expenses and shall have the right to collect from CUSTOMER's and/or CUSTOMER's Organizations' expenses incurred by AEROASTRO on behalf of CUSTOMER to offset such expenses if paid for by AEROASTRO.

12.0 STANDARD OF CONDUCT: In performing this Agreement, the parties will observe the highest standard of integrity and fair dealing and will do nothing to discredit, dishonor, reflect adversely upon or in any manner injure the reputation or business of the other Party.

13.0 NON-SOLICITATION: Both parties acknowledge and agree that each other’s employees and consultants are valuable assets to each company and are difficult to replace. Accordingly, each party agrees that, for a period of two years after the completion of the Services, it will not solicit for employment as an employee, independent contractor, or consultant to any employee or consultant of the other party. “Solicit” shall not be deemed to include advertising in newspapers or trade publications available to the public.

14.0 CONFIDENTIAL INFORMATION: Each party understands that in performing this Agreement it may have access to proprietary or confidential information relating to the other party or any provider or their customers. With respect to all such information and any other information that the receiving party has been advised in writing by the disclosing party to treat as proprietary or confidential, the receiving party agrees that the information will:

a. Remain the exclusive property of the disclosing party;
b. Not be copied, published or disclosed by the receiving party to others;
c. Be used solely in the receiving party’s performance of this Agreement; and
d. Be returned to the disclosing party upon termination of this Agreement provided, however, that if the confidential or proprietary information contains the notes of the receiving party, the receiving party shall destroy such information and provide a certificate of destruction to the disclosing party.
· Without limiting anything contained herein, AEROASTRO shall also comply with the provisions detailed in AEROASTRO's Nondisclosure and Confidentiality Agreement, NDA-001, incorporated herein by reference.
· This paragraph regarding Confidential Information shall survive this Agreement upon termination for whatever reason for a period of twelve (12) months.

15.0 INDEMNIFICATION: The parties agree to indemnify and hold harmless the other party and their respective affiliates, officers, directors, partners, shareholders, employees, agents successors, assigns and independent contractors from and against any and all loss, claims, damages, liabilities or expense of any description (including, but not limited to reasonable attorneys’ fees and costs) arising out of indemnifying party’s gross negligence or willful acts or omissions (or those of your officers, directors, partners, shareholders or employees) including but not limited to misrepresentation of AEROASTRO Products, Services, and prices. Each party agrees to promptly defend the other party against any losses, claims, damages, liabilities or expenses resulting from the indemnifying party’s gross negligence or willful misconduct but will not settle without consulting the other party. Each party must also allow the other party to participate in its defense at its own expense if so desired.

16.0 NOTICES: Any notice required by this Agreement will be effective and deemed delivered three (3) business days after posting with the United States Postal Service when mailed by certified mail, return receipt requested, properly addressed and with the correct postage, one (1) business day after pick-up by the courier service when sent by overnight courier, properly addressed and prepaid or one (1) business day after the date of the sender’s electronic confirmation of receipt when sent by facsimile transmission or electronic mail.

17.0 EXCLUSIVITY: CUSTOMER shall not be exclusively restricted to represent the types of Products and Services described herein of which the CUSTOMER and CUSTOMER’s Organizations would be marketing to Organizations, Companies, and Corporations during the period of this Agreement.

18.0 ENTIRE AGREEMENT/NO ASSIGNMENT: This Agreement constitutes the entire agreement between the parties hereto. Any modifications or other amendments hereto shall only be made in writing and signed by both parties. This Agreement may not be assigned by either party without the prior written consent of the other party which consent will not be unduly withheld. Any assignment in violation of this paragraph shall be deemed void ab initio. Notwithstanding the applicability of this Agreement, AEROASTRO and CUSTOMER are not prevented from also having an active mutually exclusive stand alone Agreement between AEROASTRO and the CUSTOMER.

19.0 GOVERNING LAW: This Agreement shall be governed under the laws of the State of Virginia and CUSTOMER consent to personal jurisdiction in any action brought in any court, federal or state within the state of Virginia, having subject matter jurisdiction arising under this agreement.

20.0 FORCE MAJEURE: Neither party will be liable for failure to perform its obligations hereunder due to causes beyond its control, including acts of God, laws or requirements of any governmental authority, national emergencies or labor difficulties.

21.0 VALIDITY OF PROVISIONS: If any of the provisions of the Agreement are determined by a competent court of law to be invalid, then the Agreement shall be conformed to make the remaining provisions valid.

22.0 GOVERNMENT REGULATION: This Agreement shall be subject to all applicable existing and future laws, rules and regulations of any applicable governmental authority.

23.0 SUCCESSORS AND ASSIGNS: This Agreement shall be applicable and inure to the benefit of all permitted successors and assigns of each of the parties.

24.0 COUNTERPARTS: This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

25.0 HEADINGS: Headings are inserted for convenience only and shall not be used to interpret the provisions of this Agreement.
26.0 REPRESENTATIONS AND WARRANTIES: EACH PARTY HEREBY REPRESENTS AND WARRANTS TO THE OTHER PARTY THAT (I) IT HAS THE RIGHT TO ENTER INTO AND PERFORM THIS AGREEMENT; (II) EXECUTION OF THIS AGREEMENT AND THE EXERCISE OF ITS RIGHTS AND THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER SHALL NOT VIOLATE THE RIGHTS OF ANY THIRD PARTY; AND (III) IT SHALL COMPLY WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS, RULES AND REGULATIONS IN SATISFACTION OF ITS OBLIGATIONS UNDER THIS AGREEMENT.

27.0 LIMITATION OF LIABILITY: AEROASTRO AND AEROASTRO’S PROVIDER(S) WILL NOT BE LIABLE TO CUSTOMER OR CUSTOMER’S ORGANIZATIONS, COMPANIES, OR CORPORATIONS WITH RESPECT TO THIS AGREEMENT EXCEPT FOR AEROASTRO’S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. AEROASTRO SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES OR EXPENSES RESULTING FROM ALTERATION OR UNAUTHORIZED USE OF PRODUCTS AND SERVICES, OR FROM THE UNINTENDED AND UNFORESEEN RESULTS OBTAINED BY CUSTOMER RESULTING FROM SUCH USE. AEROASTRO AND AEROASTRO’S PROVIDER(S) WILL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT LOSS OR DAMAGE OF ANY KIND. AEROASTRO AND AEROASTRO’S PROVIDER(S) WILL HAVE NO LIABILITY TO CUSTOMER FOR REVENUE PARTICIPATION THAT MIGHT HAVE BEEN EARNED UNDER THIS AGREEMENT AS A RESULT OF THE INABILITY OR FAILURE OF AEROASTRO OR AEROASTRO’S PROVIDER(S) TO PROVIDE SERVICES TO ANY PERSON SOLICITED BY CUSTOMER OR CUSTOMER’S ORGANIZATIONS OR IN THE EVENT OF DISCONTINUATION OR MODIFICATION OF THE SERVICES. THE PARTIES HERETO UNDERSTAND THAT CHANGES IN THE RELATIONSHIPS BETWEEN AEROASTRO, AEROASTRO’S PROVIDER(S) AND RELATED VENDORS MAY NECESSITATE CHANGES IN THE SERVICES AND/OR TERMS OF THE SERVICES PROVIDED.

28.0 ORDER OF PRECEDENCE: Where conflict may arise among or between an Exhibit to this Agreement, this Agreement, of a AEROASTRO Order, the order of precedence to resolve the conflict shall be the AEROASTRO Order, the AEROASTRO Exhibit, then this Agreement. All other requirements not found to be in conflict shall remain in full effect unless otherwise modified in writing. IN WITNESS THEREOF, the parties have signed this Agreement and the individuals signing below represent that they have the authority to sign for and on behalf of the respective parties. AeroAstro, Inc. CUSTOMER:

DISCLOSURE NOTICE FOR NEW SUBSCRIBERS

By placing this Purchase Order with AeroAstro, Subscriber affirms that it has read and agrees to this Disclosure Notice.
1. Disruptions in Service. The provision of Service to Subscriber relies on the proper functioning of Customer's own equipment, as well as the proper functioning of the equipment forming the AeroAstro’s infrastructure and the Satellite System not under Customer’s control. AeroAstro’s obligations to provide Service to Subscriber is subject to each of the following:
a) The proper functioning of the Satellite System and AeroAstro’s infrastructure;
b) The proper functioning of any third party gateway operator or carrier system relied upon to complete a transmission or call (such as long-distance, roaming, exchange or interconnection providers); and
c) The availability of capacity on the Satellite System.
2. System Limitations. Be advised of the following constraints on AeroAstro’s ability to provide Service without disruption:
a) Each of AeroAstro’s system, Subscriber’s system and the Satellite System is inherently capacity constrained;
b) Service may be refused or limited, without liability to AeroAstro, Subscriber or the Satellite System operator, due to capacity limitations, including capacity limitations due to any repair, testing, upgrade or modification work on either AeroAstro’s system or the Satellite System;
c) Emergency access on the Satellite System by public safety organizations may preempt Subscribers’ use of the Service;
d) Service is subject to disruptions and/or deficiencies caused by atmospheric or terrain conditions or in-building conditions.