Exhibit 10.12

CONFIDENTIAL & PROPRIETARY

***Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

PROFESSIONAL SERVICES CONTRACT

Between

AXIOM SPACE, INC.

and

GRAVITICS, INC.

This Professional Services Contract (the “Contract”), effective 17 May 2024 is made by and between Axiom Space, Inc., with offices at 1290 Hercules Ave., Houston, TX 77058, USA (“Axiom”) and Gravitics, Inc., with offices at4150 152nd St NE Suite 102, Marysville, WA 98271 (“Contractor) (each a “Party” and collectively the “Parties”).

WHEREAS, Axiom is building the world’s first commercial space station to serve markets including national astronauts, commercially sponsored and individual astronauts, researchers, manufacturers, advertisers, media developers, and deep-space exploration companies;

WHEREAS, Axiom is flying commercial missions to the International Space Station (the “ISS”)

with private astronauts and cargo accommodations for research and manufacturing payloads;

WHEREAS, Contractor is knowledgeable in the safe design, definition, and verification; building, fabrication, and manufacturing; and assembly, integration, and testing of cargo vehicles.

WHEREAS, Axiom wishes to enter into an Contract with Contractor for the performance of said services in exchange for the fees set forth in this Contract;

NOW THEREFORE, in consideration of the mutual covenants contained in this Contract and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

CONFIDENTIAL & PROPRIETARY

Independent Contractor – In the performance of the Services, Contractor is an independent contractor and none of Contractor or its Representatives and/or their employees or invitees are employees or invitees of Axiom. Contractor shall be solely responsible for the payment of labor employed or hired by Contractor, whether on contract or other status, including all social benefits, compensation, termination payments, and all benefits of whatever description required by Contractor’s employment policies or practices. Contractor personnel shall not hold themselves out to be an employee, servant or agent of Axiom, and Contractor shall have no authority to bind Axiom, its affiliates, or to make executive or managerial decisions that are binding on Axiom.

The entire performance, operation and management of the Services shall be under the exclusive control, command, and direction of Contractor. Contractor shall only act to the extent of the authority given under this Contract and at the direction of the designated Party Representatives. Contractor shall not disseminate any materials or information on behalf of Axiom without Axiom’s prior authorization.

CONFIDENTIAL & PROPRIETARY

Unless specified to the contrary, Contractor shall obtain and pay for and cause its Subcontractors to obtain and pay for, at their cost, all necessary permits, licenses and inspection clearance for Contractor, its Subcontractors and their employees that are required to be obtained in their respective names in connection with the performance of the Services.

Subcontracting – Contractor may, from time to time, engage Subcontractors to complete the Services in an efficient and timely manner. Contractor shall require any Subcontractors engaged to execute a non-disclosure agreement acceptable to Axiom in conjunction with their work performed related to this Contract. Axiom may request information related to the Subcontractors in furtherance of assured compliance with the terms of this Contract.

Compliance with Laws – The Parties agree, in the performance of this Contract, to comply with all applicable laws, rules, regulations, orders and directions of all governmental bodies having jurisdiction over performance applicable to its obligations under this Contract including but not limited to, the provisions of the Fair Labor Standards Act of 1938, as amended, any applicable Executive Orders, and with the regulations and standards issued pursuant thereto (the “Applicable Law”).

CONFIDENTIAL & PROPRIETARY

General Conditions – Compensation for the Services shall be in United States Dollars (USD).The basis of compensation is in Attachment 2 - Milestone Payment Schedule.

Time of Payment – Except as provided hereunder, Axiom shall pay all invoices issued under this Contract within thirty (30) days following receipt of the relevant invoice in the format required by Contractor.

Invoice Presentation – Each invoice shall be presented to Axiom upon completion of the Work for each milestone authorized under Attachment 2 Milestone Payment Schedule. Invoices shall contain sufficient detail to support all charges. Contractor shall e-mail a scanned or electronic copy of all invoices and credit memos directly to ap@axiomspace.com with a copy to Axiom Representative identified in this Contract.

Disputed Invoices – Contractor shall have the right to protest any deduction contained in any paid invoice. The payment of an invoice shall not preclude or affect Contractor’s right to dispute any charge made. Upon notice of such dispute, Contractor will either furnish Axiom with satisfactory proof as to the disputed charge or modify or withdraw such charge from the invoice.

Contractor warrants that Services will be performed with all due skill, care and diligence, in accordance with generally recognized and accepted practices employed in the engineering and construction industry, and the requirements of this Contract. Contractor also warrants that all materials and equipment provided by or through Contractor shall:

CONFIDENTIAL & PROPRIETARY

All warranties of Contractor are in addition to any warranties provided by or through Contractor’s suppliers or Subcontractors. Contractor agrees promptly to pay the entire cost to remove, repair (or at its option to replace), and re-install without charge any defective item or parts that Contractor or its suppliers furnished or manufactured, provided that Axiom notifies Contractor in writing of such alleged defect. Contractor shall complete repair and/or replacement as soon as possible, and shall include, at Contractor’s sole discretion, all necessary premium time. If Contractor fails to commence or diligently perform repairs within a reasonably prompt time after being notified of any defect, Axiom may perform such repairs itself or through its own contractors, and Contractor shall be responsible for all costs of such repairs, including any administrative time Axiom incurs related to such repairs, provided Contractor acts in a reasonable manner. Contractor shall not be liable for any defects that is determined to have been subjected to abuse or other improper use. If the rectification work is performed by parties other than Contractor or if the work is left undone, Contractor is not responsible for the rectification work, or for the rectification not performed and the consequences thereof.

Contract Term – Unless terminated earlier in accordance with this Section 6, this Contract shall remain in full force and effect from the Effective Date until 31 December 2029.

Suspension – Axiom may suspend the Services, or part thereof, at any time, at its sole discretion. Upon receipt of Axiom’s instruction to suspend, Contractor shall immediately cease all efforts towards Contractor’s Services and await further instructions from Axiom.

Termination – Axiom reserves the right to terminate this contract with no advance notice any time prior to the completion of the CDR (Ref. Section 1.6). Axiom may terminate this Contract at any time with 30 days’ written notice to the Contractor. Termination under this paragraph shall be without prejudice to any sums therefore accrued, provided however, that Axiom may retain any final payment otherwise due to Contractor pending Contractor’s satisfactory completion of any work remaining assigned hereunder, or such other satisfactory completion as may be agreed to by Axiom. Notwithstanding the aforementioned, Axiom shall retain the right to manage and direct the level of support as needed during the Term.

If Axiom exercises its right to terminate this Contract completely, Contractor shall stop all Services and turn over the Service product(s) to Axiom in accordance with Axiom’s instructions. If Axiom exercises its right to terminate part of this Contract, Contractor shall stop the Services that have been terminated and turn any Service product(s) over to Axiom in accordance with Axiom’s instructions, and Contractor shall continue with the rest of the Service(s) in accordance herewith.

Contractor acknowledges that completion of any mission as defined is not guaranteed. Axiom may alter any mission after launch (i) in its sole discretion, for reasons related to safety or mission success or (ii) at the direction or requirement of any government, inter-government, or international organization with relevant jurisdiction or authority, and in either case its decision to do so shall not constitute a breach of the Contract or give rise to any damages or obligations owed by Axiom to Contractor or any other person or entity, including without limitation an obligation by Axiom to provide Contractor or any other person or entity with any replacement, additional, or other space flight services or missions.

Damage to or loss or destruction of the launch vehicle during or as a result of any aspect of the launch and return activities, including launch, reentry, and return and recovery, regardless of whether resulting in property damage, bodily injury, or any other damage, loss or harm, shall not be deemed a breach of the Contract or give rise to any damages or obligations owed by Axiom to Contractor or any other person or entity, including without limitation an obligation by Axiom to provide Contractor or any other person or entity with any replacement, additional, or other space flight services or missions

CONFIDENTIAL & PROPRIETARY

Payment Upon Termination – Upon termination of the Contract, Axiom’s liabilities will be limited to payment of all reasonable legitimate outstanding expenses, the balance of Contractor’s fee up to date of termination, and all other reasonable and verifiable costs for materials and subcontracted services properly ordered by Axiom and for which Axiom is legally obligated to pay in connection with the Service. If the Contract includes payment of a fixed fee, Axiom’s liability upon termination will be limited to reimbursement of all reasonable, legitimate costs incurred by Contractor up to date of termination, together with reasonable compensation for Contractor’s time spent providing Services prior to termination, but in no event shall the payment for such costs and compensation for such time exceed the fixed fee set forth herein. Upon termination, Axiom’s Representative(s) shall be entitled to enter Contractor’s facilities and, notwithstanding any lien, take possession of and remove therefrom all Service products, specifications, drawings and other design documents connected with the Service. Except as otherwise provided elsewhere herein, Contractor shall not be entitled to payment for Services unperformed at the time of termination of the Contract.

Survival Beyond Termination – All provisions necessarily requiring survival beyond any termination of this Contract, including, but not limited to, those relating to audit, choice of law, confidentiality, indemnity, insurance, title and warranty shall survive any such termination.

Return of Materials – Upon the termination of this Contract for any reason, whether such termination is effected by Axiom or Contractor, with or without cause, the Parties shall promptly return to one another their respective property, materials, documents, and copies of documents concerning their operations or customers which the Parties have in their possession at the time of termination.

CONFIDENTIAL & PROPRIETARY

CONFIDENTIAL & PROPRIETARY

CONFIDENTIAL & PROPRIETARY

RECIPROCAL INDEMNITIES – WITHOUT LIMITING THE TERMS AND CONDITIONS OF SECTION 5 ABOVE, CONTRACTOR SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS AXIOM AND AXIOM’S RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, CONSTRUCTION MANAGER, AND ENGINEERS FROM AND AGAINST ANY AND ALL DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATING TO ANY CLAIMS, CAUSES OF ACTION, LAWSUITS OR OTHER PROCEEDINGS, REGARDLESS OF LEGAL THEORY, THAT RESULT, IN WHOLE OR IN PART, FROM CONTRACTOR’S (OR ANY OF ITS SUBCONTRACTORS’, SUPPLIERS’, CONSULTANTS’, EMPLOYEES’, AGENTS’ OR REPRESENTATIVES’):

IF REQUESTED BY AXIOM, THE CONTRACTOR SHALL EXECUTE AN INDEMNITY AGREEMENT INDEMNIFYING AXIOM AGAINST ANY MECHANICS LIENS OR OTHER CLAIMS ASSERTED BY THE SUBCONTRACTOR, SUPPLIER, CONSULTANT, OR EMPLOYEE OF ANY TIER OF CONTRACTOR.

EACH PARTY SHALL PROTECT, DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY FROM AND AGAINST ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, PROCEEDINGS, CAUSES OF ACTION AND EXPENSES (INCLUDING COURT COSTS, ATTORNEYS’ FEES AND OTHER LITIGATION COSTS) SUFFERED WITH RESPECT TO:

ARISING IN CONNECTION WITH THIS CONTRACT, AND REGARDLESS OF THE ACTUAL OR ALLEGED FAULT OF ANYONE, INCLUDING THE INDEMNIFIED PARTY.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES –WITH EXCEPTION TO GROSS NEGLIGENCE AND WILLFUL OMISSIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL OR INDIRECT DAMAGES INCLUDING, BUT NOT LIMITED TO, TRANSPORTATION, STORAGE, LOSS OF PROFIT, LOSS OF PRODUCTION, AND LOSS OF USE OF PROFIT. EACH PARTY HEREBY WAIVES ANY AND ALL CLAIMS AGAINST AND RELEASES THE OTHER PARTY FOR SUCH CONSEQUENTIAL OR INDIRECT DAMAGES.

LIMITATION OF LIABILITY – NOTWITHSTANDING ANY OTHER PROVISIONS CONTAINED IN THIS CONTRACT TO THE CONTRARY, AXIOM’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THIS CONTRACT SHALL BE LIMITED SOLELY TO COMPENSATORY DAMAGES AND SHALL NOT EXCEED THE AMOUNT OF THE CONTRACT.

CONFIDENTIAL & PROPRIETARY

NOTIFICATION – THE PARTIES SHALL PROMPTLY NOTIFY ONE ANOTHER OF ANY CLAIM THAT IS COVERED BY THIS INDEMNIFICATION PROVISION AND SHALL AUTHORIZE REPRESENTATIVE OF THEIR RESPECTIVE PARTIES TO SETTLE OR DEFEND ANY SUCH CLAIM OR SUIT AND TO REPRESENT THE INDEMNIFIED PARTY IN, OR TAKE CHARGE OF ANY LITIGATION IN CONNECTION THEREWITH.

CONFIDENTIAL & PROPRIETARY

Contractor’s Tax Obligations – The price of the services and materials furnished under this Contract includes all applicable federal, state and local taxes and fees unless otherwise provided herein. In addition, Contractor will be responsible for payment of its own social security and other taxes and insurances. Axiom is not responsible for the payment of these or any other benefits.

Contractor assumes full and exclusive responsibility and liability for, and shall make its Affiliates and Representatives similarly responsible for, timely filing all returns and promptly paying when due all taxes, levies, fees, duties, assessments and other similar charges measured, based, or imposed upon or with respect to:

Registration with Tax Authorities – Contractor shall be registered with the US Internal Revenue Service and all other applicable state and local tax authorities, and shall provide proof of that registration to Axiom, including, but not limited to, income tax registration or identification number(s).

THIS CONTRACT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD OTHERWISE DIRECT THE APPLICATION OF THE LAWS OF A DIFFERENT JURISDICTION. IN THE EVENT ANY DISPUTE ARISES, THE PARTIES SHALL ENDEAVOR IN GOOD FAITH TO REACH A MUTUALLY AGREEABLE RESOLUTION WITHIN A REASONABLE AMOUNT OF TIME. ALL CLAIMS RELATING TO OR ARISING OUT OF THIS CONTRACT WHICH THE PARTIES DO NOT RESOLVE WITHIN THIRTY (30) DAYS FROM THE DATE OF RECEIPT OF WRITTEN NOTICE, SHALL BE BROUGHT, HEARD AND RESOLVED SOLELY AND EXCLUSIVELY IN A FEDERAL OR STATE COURT SITUATED IN THE STATE OF TEXAS. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF SUCH COURTS FOR THE PURPOSES OF THIS CONTRACT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS CONTRACT.

CONFIDENTIAL & PROPRIETARY

[***]

CONFIDENTIAL & PROPRIETARY

THE PARTIES’ SIGNATURES SIGNIFY THAT THE PARTIES HAVE READ AND UNDERSTOOD THIS CONTRACT, INCLUDING ITS INDEMNITIES AND RELEASE PROVISIONS.

EXECUTED by authorized representatives of the Parties as of the date written below.

CONFIDENTIAL & PROPRIETARY

ATTACHMENT 1

PERFORMANCE WORK STATEMENT

AxCS-COMPATIBLE CARGO VEHICLE

This Performance Work Statement sets out Axiom’s requirements for safe design, verification, building, fabrication, manufacturing, assembly, integration, and testing and turnover of a Cargo Vehicle compatible with berthing to and servicing Axiom Station (Axiom Commercial Station “AxCS” or Axiom Habitat 1 (“AxH1”)). If any terms between this Attachment and the Contract conflict, the Contract shall govern.

CONFIDENTIAL & PROPRIETARY

CONFIDENTIAL & PROPRIETARY

[***]

[***]

CONFIDENTIAL & PROPRIETARY

CONFIDENTIAL & PROPRIETARY

Contractor shall deliver a cargo vehicle, which shall include the following:

[***]

CONFIDENTIAL & PROPRIETARY

Contractor shall design, manufacture, and test any unique tooling which is required to meet the requirements of this Contract. Contractor shall identify any and all such tooling on the applicable end item drawing.

The definition, control and verification of mass properties and growth allocation and depletion at the vehicle, subsystem and component levels are essential for the effective management of the Cargo Vehicle design. Contractor shall: (1) Establish and track mass properties data throughout the CARGO VEHICLE contract; (2) Report mass properties to ensure an integrated assessment of CARGO VEHICLE interface loads; (3) Measure mass of the end item prior to delivery; (4) Establish a Mass Properties Control Plan; (5) Conduct a mass properties assessment of the end item in accordance with their Mass Properties Control Plan; and (6)Prepare and deliver the mass properties assessment in accordance with the Mass Properties Control Plan.

CONFIDENTIAL & PROPRIETARY

CONFIDENTIAL & PROPRIETARY

Contractor performance shall be in accordance with an Integrated Master Schedule. Parties shall set forth Guaranteed Acceptance Dates for Certification and for Cargo Vehicle Delivery in the Integrated Master Schedule. For each calendar day after the Guaranteed Acceptance Date specified in the Contract, Contractor shall pay to Company Delay Liquidated Damages in the amount set forth in this table.

Note:

CONFIDENTIAL & PROPRIETARY

ATTACHMENT 2 – MILESTONE PAYMENT SCHEDULE

The price for one cargo vehicle, flown before 31 Dec 2029 or other mutually agreed upon date, will be $125,000,000. Specifically excluded from price are the following: launch services, manifest and topology.

The following milestone payment schedule applies to this contract:

[***]

ATTACHMENT 3 – GOVERNMENT CLAUSES

Parties agree the cargo vehicle shall be considered a commercial item at the time of procurement. Accordingly, the following clause and those referenced therein apply to this contract where “Contractor” is Gravitics. The following clauses apply to this contract:

FAR 52.444-6 Subcontracts for Commercial Products and Commercial Services (Feb 2024)

(a) Definitions. As used in this clause—Commercial product, commercial service and commercially available off-the-shelf item have the meanings contained in Federal Acquisition Regulation (FAR) 2.101. Subcontract includes a transfer of commercial products or commercial services between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier.

(b) To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial products, commercial services, or non-developmental items as components of items to be supplied under this contract.

(c) (1) The Contractor shall insert the following clauses in subcontracts for commercial products or commercial services:

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Nov 2021) ( 41 U.S.C. 3509), if the subcontract exceeds the threshold specified in FAR 3.1004(a) on the date of subcontract award, and has a performance period of more than 120 days. In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.

(ii) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5), if the subcontract is funded under the Recovery Act.

(iii) 52.203-17, Contractor Employee Whistleblower Rights (Nov 2023) ( 41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

(iv) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017).

(v) 52.204-21, Basic Safeguarding of Covered Contractor Information Systems (Nov 2021) , other than subcontracts for commercially available off-the-shelf items, if flow down is required in accordance with paragraph (c) of FAR clause 52.204-21.

(vi) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (Dec 2023) (Section 1634 of Pub. L. 115-91).

(vii) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Nov 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

CONFIDENTIAL & PROPRIETARY

(viii) 52.204-27, Prohibition on a ByteDance Covered Application (Jun 2023) (Section 102 of Division R of Pub. L. 117-328).

(ix) (A) 52.204-30, Federal Acquisition Supply Chain Security Act Orders—Prohibition. (Dec 2023) ( Pub. L. 115–390, title II).

(B) Alternate I (Dec 2023) of 52.204-30.

(x) 52.219-8, Utilization of Small Business Concerns (Feb 2024) ( 15 U.S.C.637(d)(2) and (3)), if the subcontract offers further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award, the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(xi) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

(xii) 52.222-26, Equal Opportunity (Sept 2016) (E.O.11246).

(xiii) 52.222-35, Equal Opportunity for Veterans (Jun 2020) ( 38 U.S.C.4212(a));

(xiv) 52.222-36, Equal Opportunity for Workers with Disabilities (Jun 2020)( 29 U.S.C.793).

(xv) 52.222-37, Employment Reports on Veterans (Jun 2020) ( 38 U.S.C.4212).

(xvi) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496), if flow down is required in accordance with paragraph (f) of FAR clause 52.222-40.

(xvii) (A) 52.222-50, Combating Trafficking in Persons (Nov 2021) ( 22 U.S.C. chapter 78 and E.O. 13627).

(B) Alternate I (Mar 2015) of 52.222-50( 22 U.S.C. chapter 78 and E.O. 13627).

(xviii) 52.222-55, Minimum Wages for Contractor Workers under Executive Order 14026 (Jan 2022), if flow down is required in accordance with paragraph (k) of FAR clause 52.222-55.

(xix) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2022) (E.O. 13706), if flow down is required in accordance with paragraph (m) of FAR clause 52.222-62.

(xx) (A) 52.224-3, Privacy Training (Jan 2017) ( 5 U.S.C. 552a) if flow down is required in accordance with 52.224-3(f).

(B) Alternate I (Jan 2017) of 52.224-3, if flow down is required in accordance with 52.224-3(f) and the agency specifies that only its agency-provided training is acceptable).

(xxi) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G Note).

(xxii) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Mar 2023) , if flow down is required in accordance with paragraph (c) of FAR clause 52.232-40.

CONFIDENTIAL & PROPRIETARY

(xxiii) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Nov 2021) ( 46 U.S.C. 55305 and 10 U.S.C.2631), if flow down is required in accordance with paragraph (d) of FAR clause 52.247-64.

(d) The Contractor shall include the terms of this clause, including this paragraph (d), in subcontracts awarded under this contract.

1852.228-76 Cross-waiver of liability for international space station activities (OCT 2012) DEVIATION

(a) The Intergovernmental Agreement Among the Government of Canada, Governments of Member States of the European Space Agency, the Government of Japan, the Government of the Russian Federation, and the Government of the United States of America concerning Cooperation on the Civil International Space Station (IGA) for the International Space Station (ISS) contains a cross-waiver of liability provision to encourage participation in the exploration, exploitation, and use of outer space through the ISS. The objective of this clause is to extend this cross-waiver of liability to NASA contracts in the interest of encouraging participation in the exploration, exploitation, and use of outer space through the International Space Station (ISS). The Parties intend that this cross-waiver of liability be broadly construed to achieve this objective.

(b) As used in this clause, the term:

(1) “Agreement” refers to any NASA Space Act agreement that contains the cross-waiver of liability provision authorized by 14 CFR 1266.102.

(2) “Damage” means:

(i) Bodily injury to, or other impairment of health of, or death of, any person;

(ii) Damage to, loss of, or loss of use of any property;

(iii) Loss of revenue or profits; or

(iv) Other direct, indirect, or consequential Damage.

(3) “Launch Vehicle” means an object, or any part thereof, intended for launch, launched from Earth, or returning to Earth which carries Payloads or persons, or both.

(4) “Partner State” includes each Contracting Party for which the IGA has entered into force, pursuant to Article 25 of the IGA or pursuant to any successor agreement. A Partner State includes its Cooperating Agency. It also includes any entity specified in the Memorandum of Understanding (MOU) between NASA and the Government of Japan to assist the Government of Japan’s Cooperating Agency in the implementation of that MOU.

(5) “Party” means a party to a NASA Space Act agreement involving activities in connection with the ISS and a party that is neither the prime contractor under this contract nor a subcontractor at any tier.

(6) “Payload” means all property to be flown or used on or in a Launch Vehicle or the ISS.

CONFIDENTIAL & PROPRIETARY

(7) “Protected Space Operations” means all Launch or Transfer Vehicle activities, ISS activities, and Payload activities on Earth, in outer space, or in transit between Earth and outer space in implementation of the IGA, MOUs concluded pursuant to the IGA, implementing arrangements, and contracts to perform work in support of NASA’s obligations under these Agreements. It includes, but is not limited to:

(i) Research, design, development, test, manufacture, assembly, integration, operation, or use of Launch or Transfer Vehicles, the ISS, Payloads, or instruments, as well as related support equipment and facilities and services; and

(ii) All activities related to ground support, test, training, simulation, or guidance and control equipment and related facilities or services. “Protected Space Operations” also includes all activities related to evolution of the ISS, as provided for in Article 14 of the IGA. “Protected Space Operations” excludes activities on Earth which are conducted on return from the ISS to develop further a Payload’s product or process for use other than for ISS-related activities in implementation of the IGA.

(8) “Related Entity” means:

(i) A contractor or subcontractor of a Party or a Partner State at any tier;

(ii) A user or customer of a Party or a Partner State at any tier; or

(iii) A contractor or subcontractor of a user or customer of a Party or a Partner State at any tier. The terms “contractor” and “subcontractor” include suppliers of any kind.

(9) “Transfer Vehicle” means any vehicle that operates in space and transfers Payloads or persons or both between two different space objects, between two different locations on the same space object, or between a space object and the surface of a celestial body. A Transfer Vehicle also includes a vehicle that departs from and returns to the same location on a space object.

(c) Cross-waiver of liability:

(1) The Contractor agrees to a cross-waiver of liability pursuant to which it waives all claims against any of the entities or persons listed in paragraphs (c)(1)

(i) through (c)(1)(iv) of this clause based on Damage arising out of Protected Space Operations. This cross-waiver shall apply only if the person, entity, or property causing the Damage is involved in Protected Space Operations and the person, entity, or property damaged is damaged by virtue of its involvement in Protected Space Operations. The cross-waiver shall apply to any claims for Damage, whatever the legal basis for such claims, against:

(i) A Party as defined in (b)(5) of this clause;

(ii) A Partner State other than the United States of America;

(iii) A Related Entity of any entity identified in paragraph (c)(1)(i) or (c)(1)(ii) of this clause; or

(iv) The employees of any of the entities identified in paragraphs (c)(1)(i) through (c)(1)(iii) of this clause.

CONFIDENTIAL & PROPRIETARY

(2) In addition, the contractor shall, by contract or otherwise, extend the cross-waiver of liability set forth in paragraph (c)(1) of this clause to its subcontractors at any tier by requiring them, by contract or otherwise, to:

(i) Waive all claims against the entities or persons identified in paragraphs (c)(1)(i) through (c)(1)(iv) of this clause; and

(ii) Require that their subcontractors waive all claims against the entities or persons identified in paragraphs (c)(1)(i) through (c)(1)(iv) of this clause.

(3) For avoidance of doubt, this cross-waiver of liability includes a cross-waiver of claims arising from the Convention on International Liability for Damage Caused by Space Objects, which entered into force on September 1, 1972, where the person, entity, or property causing the Damage is involved in Protected Space Operations and the person, entity, or property damaged is damaged by virtue of its involvement in Protected Space Operations.

(4) Notwithstanding the other provisions of this clause, this cross-waiver of liability shall not be applicable to:

(i) Claims between the Government and its own contractors or between its own contractors and subcontractors;

(ii) Claims made by a natural person, his/her estate, survivors or subrogees (except when a subrogee is a Party to an Agreement or is otherwise bound by the terms of this cross-waiver) for bodily injury to, or other impairment of health of, or death of, such person;

(iii) Claims for Damage caused by willful misconduct;

(iv) Intellectual property claims;

(v) Claims for Damage resulting from a failure of the contractor to extend the cross-waiver of liability to its subcontractors and related entities, pursuant to paragraph (c)(2) of this clause;

(vi) Claims by the Government arising out of or relating to the contractor’s failure to perform its obligations under this contract.

(5) Nothing in this clause shall be construed to create the basis for a claim or suit where none would otherwise exist.

(6) This cross-waiver shall not be applicable when 49 U.S.C. Subtitle IX, Chapter 701 is applicable.