Contract library: filed satellite, launch and NASA agreements

Termination for convenience and stop work

Can the buyer walk away, and what does it cost?

Commercial buyers keep a right to cancel on short notice and pay for work done; a launch provider keeps what it has been paid. NASA's agreements let it end the deal for reasons beyond its control, including Congress not appropriating the money, with its liability capped at the next milestone payment.

For subscribers: 5 extracts side by side from Globalstar–MDA, AST–SpaceX, NASA–Starlab, and what to check.

Termination for default and long delay

When can a party terminate for the other side's breach or delay?

The satellite buyer can terminate once a delivery delay passes 180 days for the first eight satellites (240 days after that). The launch customer can terminate after a launch delay of more than 365 days and gets its payments back if it terminates for SpaceX's material breach. NASA can terminate 30 days after notice of a missed milestone.

For subscribers: 4 extracts side by side from Globalstar–MDA, AST–SpaceX, NASA–Starlab, and what to check.

Delay, liquidated damages and rebooking

What does late delivery or a late payload cost?

The satellite contract pays liquidated damages for each delivery delay; for delays of up to 180 days (240 days after the first eight satellites) the parties intended them to limit the buyer's other damages claims. The launch agreement works the other way too: if the customer's satellite is not ready and no rebooked mission is agreed, SpaceX keeps the whole price, and only one rebooking is allowed.

For subscribers: 5 extracts side by side from Globalstar–MDA, AST–SpaceX, and what to check.

Payment, milestones and non-payment

How does the money flow, and what happens if the buyer does not pay?

Commercial contracts pay on milestones and give the supplier a ladder of remedies for non-payment: escalation, then a supplier stop-work order, then termination. NASA pays fixed amounts on milestones it accepts, its liability is limited to funds obligated, and it can fund incrementally.

For subscribers: 7 extracts side by side from Globalstar–MDA, AST–SpaceX, NASA–Starlab, NASA–Redwire, and what to check.

Title, risk of loss and property

When does the buyer own the asset, and can anyone else claim it?

In the satellite contract, title and risk pass to the buyer at intentional ignition of the launch vehicle, free of any liens. Under the Starlab agreement the company owns what it builds, but if NASA terminates for failure to perform it may buy that property at a price discounted for NASA's share of the funding.

For subscribers: 4 extracts side by side from Globalstar–MDA, NASA–Starlab, and what to check.

Liability caps, cross-waivers and insurance

How is liability capped and shared?

Launch and NASA agreements use cross-waivers: each party bears its own losses, whoever is at fault. SpaceX caps its liability at the amounts it received for the launch. NASA's agreement excludes lost profits and consequential loss on termination. The satellite contract makes the buyer a loss payee under the manufacturer's property insurance; its liability cap is redacted.

For subscribers: 6 extracts side by side from AST–SpaceX, NASA–Starlab, Globalstar–MDA, and what to check.

Assignment and change of control

Can the contract move with a sale of the business, or to a lender?

The SpaceX terms allow assignment only to a successor in a sale, acquisition or merger, and only if SpaceX can lawfully launch for the successor. NASA's agreements need the written consent of the NASA officials who signed them.

For subscribers: 3 extracts side by side from AST–SpaceX, NASA–Starlab, NASA–Redwire, and what to check.

Launch provider financing

How does a launch provider lend its own customer the launch price?

Rocket Lab lends BlackSky part of each mission's launch price as milestone advances, paid straight back to Rocket Lab against the launch price. Each mission's advances mature three years after its launch and carry 12.60% interest. The loan is subordinated to BlackSky's senior lender, and a default under the launch agreement is a default only for that mission's advances.

For subscribers: 7 extracts side by side from BlackSky–Rocket Lab, and what to check.

Export control and licences

Who carries export and launch licence risk?

The manufacturer obtains the export approvals; if a government refuses or revokes one for reasons beyond its control, the delivery schedule moves but the contract stays in force. In the launch agreement, SpaceX obtains the launch licences and the customer obtains the licences to ship and operate the satellite, and both comply with ITAR and the EAR.

For subscribers: 4 extracts side by side from Globalstar–MDA, AST–SpaceX, and what to check.

See the Export control navigator for deals

Disputes and governing law

Which law applies, and who decides a dispute?

NASA's agreements are governed by US federal law. Disputes go through the points of contact and then the signatories; if that fails, a NASA official issues a written final agency decision, which can then be challenged in court.

For subscribers: 3 extracts side by side from NASA–Starlab, and what to check.