WorldView/NextView (DigitalGlobe) End User Agreement / License and Distribution Policy

This End User License Agreement ("EULA") is between DigitalGlobe, Inc., a Delaware Corporation ("DigitalGlobe" or "Seller") and National Geospatial-Intelligence Agency ("NGA"), the purchaser of this EULA, which governs the use of the data products or documentation ("Products") accompanying this EULA in accordance with Contract NMA 301-03-3-0001 (the "Contract").

1. Introduction. This End User License Agreement ("EULA") is between DigitalGlobe, Inc., a Delaware Corporation ("DigitalGlobe" or "Seller") and National Geospatial-Intelligence Agency ("NGA"), the purchaser of this EULA, which governs the use of the data products or documentation ("Products") accompanying this EULA in accordance with Contract NMA 301-03-3-0001 (the "Contract").

2. Applicability. This license applies to imagery and products licensed under the Contract, including data downlinked to domestic and foreign ground stations.

3. License Granted and Permitted Uses.

a. General Terms

1. This clause applies to all unprocessed sensor data and requirements-compliant processed imagery, imagery services, imagery-derived products and imagery support data licensed under this Contract. No other clauses related to intellectual property or data rights of any sort shall have any effect related to the unprocessed sensor data and requirements-compliant processed imagery, imagery services, imagery-derived products and imagery support data delivered under this Contract.

2. All license rights for use of the unprocessed sensor data requirements-compliant processed imagery, imagery services, imagery-derived products and imagery support data provided to the U.S. Government purchased under this NGA contract are in perpetuity.

3. Licensed users may generate an unlimited number of hardcopies and softcopies of the unprocessed sensor data and requirements-compliant processed imagery, imagery services, imagery-derived products and imagery support data for their use.

4. (i) Licensed users may generate any derived product from the licensed unprocessed sensor data; and requirements-compliant processed imagery, imagery services, imagery-derived products and imagery support data.

(ii) Unprocessed sensor data and requirements-compliant processed imagery, imagery services, imagery-derived products and imagery support data licensed under this NGA contract have no restrictions on use and distribution, but shall contain the copyright markings.

b. Licensed Users

1. The imagery may be used by the U.S. Government (including, all branches, departments, agencies, and offices).

2. The U.S. Government may provide the imagery to the following organizations: State Governments, Local Governments, Foreign Governments and inter-governmental organizations NGO's and other non-profit organizations

3. In consideration for the flexibility afforded to the U.S. Government by allowing unprocessed sensor data and requirements-compliant processed imagery, imagery services, imagery-derived products and imagery support data to be shared, the United States Government shall use its reasonable best efforts to minimize the effects on commercial sales. Acquisition and dissemination of imagery and imagery products collected within the United States shall be restricted in accordance with law and regulation.

DigitalGlobe, Inc.

NextView EULA_5749 Rev 1.0

08/10/05