exv4w5



 




TRANSITION AND MANAGEMENT AGREEMENT



By and between



EQUANT, N.V.



And



SOCIÉTÉ INTERNATIONALE DE TÉLÉCOMMUNICATIONS AÉRONAUTIQUES S.C.



 








 






TABLE OF CONTENTS




	 	 	 	 	 
	RECITALS	 	 	 	1
	 
	1.	 	
DEFINITIONS AND INTERPRETATION
	 	1
	 
	2.	 	
TERM
	 	2
	 
	3.	 	
GENERAL PRINCIPLES
	 	2
	 
	4.	 	
TRANSFER OF NETWORK RESOURCES
	 	3
	 
	5.	 	
ACCESS TO THE GLOBAL NETWORK
	 	14
	 
	6.	 	
REGULATORY PRINCIPLES
	 	17
	 
	7.	 	
IT TRANSITION
	 	18
	 
	8.	 	
ASSETS TRANSITION
	 	22
	 
	9.	 	
PURCHASING AND PROCUREMENT TRANSITION
	 	23
	 
	10.	 	
OTHER SUPPORT SERVICES TRANSITION
	 	25
	 
	11.	 	
WORKSHOPS
	 	25
	 
	12.	 	
HUMAN RESOURCES
	 	26
	 
	13.	 	
PREMISES MATTERS
	 	29
	 
	14.	 	
JV AGREEMENT
	 	34
	 
	15.	 	
SITA ICNO COSTS AND COST SHARED COSTS
	 	34
	 
	16.	 	
REIMBURSEMENT OF RESTRUCTURING COSTS AND MATERIAL

FINANCIAL DETRIMENT COSTS
	 	42
	 
	17.	 	
CONFIDENTIALITY; PUBLIC ANNOUNCEMENTS
	 	48
	 
	18.	 	
DATA PROTECTION
	 	50
	 
	19.	 	
WARRANTIES
	 	51
	 
	20.	 	
INDEMNITIES
	 	52
	 
	21.	 	
LIABILITY AND LIMITATION OF LIABILITY
	 	54
	 
	22.	 	
FORCE MAJEURE
	 	55
	 
	23.	 	
DISPUTE RESOLUTION
	 	55
	 
	24.	 	
TAXES; PAYMENT AND REIMBURSEMENT PROCEDURES
	 	56
	 
	25.	 	
LEGAL
	 	57




	 	 	 	 	 
	

	Transition and Management
Agreement

Restated Version with Amendment No. 1
(Errata)	 	
i	 	Dated: 30 November 2001



 







 





	 	 	 	 	 
	26.	 	
AGREEMENT NON-TERMINABLE
	 	57
	 
	27.	 	
GENERAL
	 	57
	 
	1.	 	
DEFINITIONS:
	 	1
	 
	2.	 	
INTERPRETATION
	 	2
	 
	3.	 	
CONNECTION OF SITA TO EQUANT’S GLOBAL NETWORK
	 	2
	 
	4.	 	
RESPONSIBILITIES OF SITA
	 	2
	 
	5.	 	
RESPONSIBILITIES OF EQUANT
	 	4
	 
	6.	 	
TERM AND TERMINATION
	 	4
	 
	7.	 	
GENERAL
	 	4
	 
	1.	 	
GENERAL PRINCIPLES
	 	3
	 
	2.	 	
NETWORK AND NON NETWORK SERVICES SUPPORT
	 	4




	 	 	 	 	 
	

	Transition and Management
Agreement

Restated Version with Amendment No. 1
(Errata)	 	
ii	 	Dated: 30 November 2001



 







 





Schedules




	 	 	 
	Schedule A	 	
Glossary
	 
	Schedule B	 	
IT JTF Guidelines
	 
	Schedule C	 	
Central Staff Countries
	 
	Schedule D	 	
Set Amounts
	 
	Schedule E	 	
IT Services Descriptions
	 
	Schedule F	 	
Equant Asset Funding Arrangement
	 
	Schedule G	 	
Network Access Agreement
	 
	Schedule H	 	
HR Administrative Services Arrangement
	 
	Schedule I	 	
Workshops




	 	 	 	 	 
	

	Transition and Management
Agreement

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(Errata)	 	
i	 	Dated: 30 November 2001



 









 







TRANSITION AND MANAGEMENT AGREEMENT




	 	 	 
	 	 	
dated 29 June 2001 (this “Agreement”)
	 
	 	 	
between
	 
	(a)	 	
Equant, N.V., a Dutch company having its registered office at 21-23
Gatwickstraat, 1043 GL Amsterdam, The Netherlands (“Equant N.V.”)
	 
	 	 	
and
	 
	(b)	 	
Société Internationale de Télécommunications Aéronautiques S.C., a
Belgian co-operative company having its registered office at 14, avenue
Henri Matisse, B-1140 Brussels, Belgium (“SITA SC”).






	 	 	 
	RECITALS 	 	 
	 
	A	 	
The Parties inter alia entered into the JV Agreement dated 2 October 1995
relating to the use and operation of their network resources.
	 
	B	 	
The Parties and France Telecom have decided to replace arrangements
developed between the Parties under the JV Agreement by a new strategic
relationship as provided in this Agreement together with the Strategic
Relationship Umbrella Agreement and the Services Agreement and the Account
Management Agreement (each of even date with this Agreement, and together,
the “Related Agreements”).
	 
	
Now, therefore, the Parties, in consideration of the premises, mutual covenants
and undertakings contained herein, agree as follows:






TERMS AND CONDITIONS




	 	 	 
	1.	 	
DEFINITIONS AND INTERPRETATION
	 
	1.1	 	
Definitions
	 
	 	 	
In this Agreement all capitalised terms shall have the meaning set out in
the Glossary attached to this Agreement as Schedule A or as defined in
the text of this Agreement.
	 
	1.2	 	
Interpretation
	 
	 	 	
In this Agreement, unless the express context indicates or requires a

contrary intention:






	 	 	 	 
	 	(a)	 	
words suggesting the singular include the plural and vice
versa;
	 
	 	(b)	 	
words suggesting any gender include any other gender;
	 
	 	(c)	 	
references to a person include a company, corporation,
partnership, joint venture, co-operative company, unincorporated or
incorporated association or organisation or statutory authority;




	 	 	 	 	 
	

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	 	(d)	 	
the table of contents and the headings used in this Agreement
are for ease of reference only and shall not affect the
interpretation of this Agreement;
	 
	 	(e)	 	
references to any agreement or document (including to this
Agreement) are to that agreement or document as amended,
supplemented, varied or replaced from time to time; 
	 
	 	(f)	 	
use of the words “includes” or “including” (or any variations
of them) shall be deemed to be followed by the words “without
limitation;” and
	 
	 	(g)	 	
a reference to a clause, paragraph, or Schedule means a clause, paragraph, or schedule to this Agreement.





	 	 	 
	2.	 	
TERM
	 
	 	 	
The term of this Agreement shall commence on the Effective Date and
continue in effect for a period of ten (10) years (the “Term”) unless
terminated earlier in accordance with the terms of this Agreement or
extended by written agreement of the Parties.
	 
	3.	 	
GENERAL PRINCIPLES
	 
	3.1	 	
General Principles





	 	 	 	 
	 	(a)	 	
Ownership and operational management of the Network is
transferred to Equant pursuant to the terms of this Agreement. The
Network Resources in a Country shall transfer, and the Other Network
Resources in that Country shall be assigned, from SITA SC or the
applicable SITA Group Company to Equant, as Legally Permissible in
accordance with the Prioritised Timetable, subject to Clause 4 of
this Agreement. The objective of the Parties is to effect as many
Network Transfers as possible within the first six (6) months
following the Effective Date and to effect the remaining Network
Transfers as soon as possible thereafter, all as Legally Permissible
and pursuant to Clause 4 of this Agreement. The Intangible Network
Resources will be licensed, transferred or assigned, as applicable,
from one Party to the other Party as provided in Schedule W to the Services Agreement.
	 
	 	(b)	 	
SITA SC’s privileged relationship is retained for the
fundamentals that are essential to maximise benefits to the Air
Transport Community so that SITA SC, as service provider to the Air
Transport Community, has appropriate guarantees and privileged
treatment, all as provided by the terms and conditions of this
Agreement and the Related Agreements.
	 
	 	(c)	 	
The Parties recognise SITA SC’s special links with the Air
Transport Community and that, in certain Countries, SITA SC will
continue to be an in-Country network operator as provided in this
Agreement. In order to provide users in such Countries with
world-wide seamless Network Services, the Parties agree that Equant
will provide SITA SC with access to the Global Network on the terms
and conditions set forth in this Agreement.
	 
	 	(d)	 	
The Parties acknowledge and accept that the Parties’ systems
and processes are now highly interdependent. Accordingly, the
Parties have agreed that certain transition arrangements, including
in relation to Support Processes and IT Services, are required in
order to achieve the efficient separation of SITA SC’s (or the
applicable SITA Group Company’s) and Equant’s systems and processes
and to achieve continuity of each Party’s business operations, as
provided in this Agreement. The Parties agree to achieve the IT
Transition as soon as reasonably practicable as provided in Clause
7.
	 
	 	(e)	 	
In meeting their obligations or enforcing their rights under
this Agreement, the Parties will use reasonable commercial efforts
to investigate and implement those actions





	 	 	 	 	 
	

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that are required to ensure that such obligations and/or rights are
carried out or enforced in a way that meets legal obligations and,
as far as commercially reasonable, are Cost Efficient.
	 
	 	(f)	 	
The Parties will co-operate in their communications as
provided in Clauses 4.4(e)6, 12 , 16.4(f)(ii) 17 and 24.1.





	 	 	 
	3.2	 	
The principles of the agreement set out in this Clause 3 are intended for
interpretative purposes and to serve as a general introduction to this
Agreement, and are not intended to alter the plain meaning of the express
terms and conditions of this Agreement. To the extent that any of the
express terms and conditions of this Agreement are ambiguous or are
inconsistent, the principles of the agreement set out in this Clause 3 may
be used to interpret the express terms and conditions of this Agreement.
	 
	4.	 	
TRANSFER OF NETWORK RESOURCES
	 
	4.1	 	
General Network Transfer Obligation
	 
	 	 	
As Legally Permissible, and in accordance with this Clause 4, (i) SITA SC
(or the applicable SITA Group Company) shall transfer and Equant shall
receive the relevant Network Resources in each Country, and (ii) SITA SC
(or the applicable SITA Group Company) shall assign, and Equant shall
accept the assignment of, all Other Network Resources relating to such
Country. Upon the mutual agreement of the Parties, the Network Transfer
in any Country may be effected by a transfer to Equant of the capital
stock SITA SC owns in the applicable SITA Group Company holding the
relevant Network Resources and the Other Network Resources or by other
means. A network transfer form shall be executed indicating the
effective date of each Network Transfer.
	 
	4.2	 	
Joint Task Force





	 	 	 	 
	 	(a)	 	
The Parties shall establish a joint task force (the “Joint
Task Force”). The purpose of the Joint Task Force shall be to:




	 	 	 	 
	 	(i)	 	
establish, monitor and update the Prioritised
Timetable as provided in Clause 4.2(c); and
	 
	 	(ii)	 	
co-ordinate all of the activities of each Party
that are necessary to effect a Transfer in each specified
Country in accordance with the Prioritised Timetable Transfer
Process.






	 	 	 	 
	 	(b)	 	
The Joint Task Force will be composed of representatives of
both SITA SC and Equant, which may include representatives of
applicable disciplines, such as project management, tax, regulatory,
legal, finance and human resources matters.
	 
	 	(c)	 	
The Joint Task Force will establish and update the
Prioritised Timetable, including the schedule for each Transfer in a
Country (i) pursuant to Clause 4.3(c), 4.3(d) or 4.6 of this
Agreement, (ii) if the Transfer is not Legally Permissible, or (iii)
as otherwise mutually agreed by the Parties.
	 
	 	(d)	 	
The Joint Task Force shall, upon request of the Executive
Committee, report the status of Transfer activities to the Executive
Committee. All decisions of the Joint Task Force, including with
respect to establishing the Prioritised Timetable, shall require
mutual agreement of the Parties’ respective representatives.




	 	 	 	 	 
	

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(Errata)	 	
3	 	Dated: 30 November 2001



 











 







	 	 	 
	4.3	 	Timing of Transfers





	 	 	 	 
	 	(a)	 	
Network Transfers





	 	 	 	 
	 	(i)	 	
Immediately following the Effective Date, or as
soon as practicable thereafter, SITA SC (or the applicable
SITA Group Company) and Equant shall complete the Network
Transfers in respect of the Countries listed in Schedule C as
Legally Permissible and in accordance with the Prioritised
Timetable, except as otherwise provided under Clause 4.2(c).
	 
	 	(ii)	 	
For those Countries not listed in Schedule C,
SITA SC (or the applicable SITA Group Company) and Equant
shall complete the Network Transfers in each such Country as
Legally Permissible and in accordance with the Prioritised
Timetable with the objective of completing such Network
Transfers within six (6) months following the Effective Date
(subject to Clause 4.2(c)) or as soon as possible thereafter.






	 	 	 	 
	 	(b)	 	
Partial Transfers and Retention of Network Resources and
Other Network Resources
	 
	 	 	 	
SITA SC (or the applicable SITA Group Company in any Country) shall
transfer all Network Resources in a Country to Equant, and commence
the transfer of all Other Network Resources, simultaneously at the
time specified in the Prioritised Timetable, except as provided in
Clauses 4.3(b)(i) and 4.3(b)(ii) below.






	 	 	 	 
	 	(i)	 	
Partial Transfers Prior to a Network Transfer

	 	 	 	
Prior to the Network Transfer in any Country, the Parties
may implement Partial Transfers in accordance with the
principles below:





	 	 	 	 
	 	(A)	 	
Equant’s Regulatory Status
	 
	 	 	 	
To the extent that the transfer of certain Network
Resources and/or Other Network Resources in advance of
the remaining Network Resources and/or Other Network
Resources in a Country would assist Equant’s
regulatory license, authority or status without being
detrimental to that of SITA SC (or the applicable SITA
Group Company) pursuant to Clause 6, such Partial
Transfer may take place as part of the Prioritised
Timetable Transfer Process. Any Network Resources
and/or Other Network Resources that are so transferred
to Equant in advance of the remaining Network
Resources and/or Other Network Resources in a Country
will be made available by Equant to SITA SC (or the
applicable SITA Group Company) as required for use in
conducting Network Operations in that Country.
	 
	 	(B)	 	
Facility Management or Similar Arrangement
	 
	 	 	 	
To the extent commercially beneficial to Equant and
not detrimental to SITA SC (or the applicable SITA
Group Company), including in respect of its regulatory
license, authority or status in any Country pursuant
to the principles of Clause 6, SITA SC (or the
applicable SITA Group Company) may sub-contract the
facility management of its In-Country Network
Operations to Equant under a facilities management or
other similar agreement, under terms to be agreed
between the Parties prior to the implementation of
such arrangement. The applicable Network Resources
and/or Other Network Resources will then be
transferred to Equant in advance of the remaining
Network Resources and/or Other Network Resources in a
Country, as




	 	 	 	 	 
	

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Restated Version with Amendment No. 1
(Errata)	 	
4	 	Dated: 30 November 2001



 









 






	 	 	 	 
	 	 	 	
reasonably required for the implementation of such
arrangement and in accordance with the Prioritised
Timetable Transfer Process.
	 
	 	(C)	 	
Other Network Resources
	 
	 	 	 	
Where commercially beneficial to Equant and not
detrimental to SITA SC (or the applicable SITA Group
Company), including in respect of its regulatory
license, authority or status in any Country pursuant
to the principles of Clause 6, SITA SC or the
applicable SITA Group Company will transfer such Other
Network Resources as requested by Equant in advance of
the remaining Network Resources and/or Other Network
Resources under the terms of a contract to be agreed
prior to the implementation of such arrangement. The
applicable Other Network Resources will then be
transferred to Equant, as required for the
implementation of such arrangement and in accordance
with the Prioritised Timetable Transfer Process. Such
Other Network Resources that have been transferred
will be made available by Equant to SITA SC (or the
applicable SITA Group Company) as required for use in
conducting Network Operations in that Country.
	 
	 	(D)	 	
Network Assets
	 
	 	 	 	
Other Partial Transfers in respect of Network Assets
in advance of the remaining Network Resources and/or
Other Network Resources may be implemented in
accordance with Clause 4.5 below and the Prioritised
Timetable Transfer Process.
	 
	 	(E)	 	
Network Staff
	 
	 	 	 	
Other Partial Transfers in respect of Network Staff in
advance of the remaining Network Resources and/or
Other Network Resources may be implemented in
accordance with Clause 4.4 below and the Prioritised
Timetable Transfer Process.
	 
	 	(F)	 	
Further Partial Transfers
	 
	 	 	 	
Where commercially beneficial to Equant and not
detrimental to SITA SC (or the applicable SITA Group
Company), including in respect of its regulatory
license, authority or status in any Country pursuant
to the principles of Clause 6, the Parties may agree
to further transfers of Network Resources and/or Other
Network Resources as part of the Prioritised Timetable
Transfer Process, provided, however, that with respect
to Network Staff the Parties agree to minimise Partial
Transfers of such Network Staff to the extent
commercially reasonable.




	 
	(ii)            Retention of Network Resources and Other Network
Resources






	 	 	 	 
	 	(A)	 	
To the extent that the retention by
SITA SC (or the applicable SITA Group Company) of
certain Network Resources and/or Other Network
Resources in a Country after the Network Transfer in
such Country is reasonably commercially required to
assist SITA SC (or the applicable SITA Group Company)
to retain the appropriate regulatory license, authority
or status following the Network Transfer in accordance
with Clause 6, or would otherwise be significantly
commercially beneficial to either Party, then the
Parties agree that SITA SC (or the applicable SITA
Group Company) may retain such




	 	 	 	 	 
	

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Network Resources and/or Other Network Resources for
so long as SITA SC (or the applicable SITA Group
Company) is required to do so or the applicable Party
continues to derive such significant commercial
benefit. Any Network Resources or Other Network
Resources that are so retained by SITA SC (or the
applicable SITA Group Company) after the Network
Transfer in such Country will continue to be subject
to Clause 5 of this Agreement.
	 
	 	(B)	 	
Once SITA SC (or the applicable
SITA Group Company) is no longer so required to retain
any such Network Assets or Other Network Resources, or
once the applicable Party ceases to derive such
significant commercial benefit with respect to such
Network Resources or Other Network Resources, such
Network Resources and/or Other Network Resources will
be transferred to Equant as part of the Prioritised
Timetable Transfer Process.





	 	 	 
	(c)	 	
Equant will have the right, for bona fide commercial reasons
at any time prior to the completion of a Network Transfer in a
Country, to delay or abandon the Network Transfer in such Country.
Equant will promptly notify SITA SC if Equant chooses to delay or
abandon the Network Transfer in such Country. Any Network Resources
or Other Network Resources retained by SITA SC in such Country will
continue to be subject to Clause 5 of this Agreement, until the
time, if any, that the transfer of such Network Resources, or
license or assignment of such Other Network Resources, can be
completed.
	 
	(d)	 	
Joint Decision Making for the Timing of Transfers







	 	 	 	 
	 	(i)	 	
        If a scheduled Transfer will cause the Weighted
Aggregate RC/MFD Liabilities (as defined in Clause 4.3(d)(ii)
below) from all Transfers scheduled as of that date to equal
or exceed three hundred million U.S. Dollars (US$300,000,000)
(the “Transfer Threshold”) then SITA SC shall have the right
to delay or abandon such scheduled Transfer and all subsequent
Transfers during any and all periods that the Weighted
Aggregate RC/MFD Liabilities from all Transfers then scheduled
equals or exceeds the Transfer Threshold. For the avoidance
of doubt, SITA SC shall not have such right during any periods
in which the Weighted Aggregate RC/MFD Liabilities from all
Transfers then scheduled do not equal or exceed the Transfer
Threshold.
	 
	 	(ii)	 	
        As used in this Clause 4.3(d), “Weighted
Aggregate RC/MFD Liabilities” means, at any given time during
the Term, the sum of:






	 	 	 	 
	 	(A)	 	
the total Restructuring Costs and
Material Financial Detriment Costs paid by Equant to
SITA SC (or the applicable SITA Group Company) as of
such time;
	 
	 	(B)	 	
in respect of Restructuring Costs
or Material Financial Detriment Costs that are
anticipated but unpaid at such time, the total of the
products of (i) the gross estimated amount of each such
Restructuring Cost or Material Financial Detriment Cost
in respect of which the Parties have agreed (if
appropriate, based on the advice of joint external
advisors) that there is an exposure for potential
liabilities, (ii) multiplied in each case by the
percentage specified in the table below that
corresponds to the estimated risk which the Parties
have agreed to ascribe to such exposure (if applicable,
after having taken joint external advice (including, as
appropriate, as to the gross




	 	 	 	 	 
	

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	 	amount of the exposure, the method of calculation and
the likelihood of such liability arising)) (subject to
Clause 4.3(d)(iii) below).



 


	 	 	 
	Risk	 	Probability
	
	 	

	High
	 	[*]
	Medium
	 	[*]
	Low
	 	[*]
	Remote
	 	[*]





	 	 	 	 
	 	(iii)	 	
If the Parties’ external Tax advisor has advised
of a possible Tax liability in respect of a Transfer for which
Equant may be obligated to reimburse SITA SC (or the
applicable SITA Group Company) under this Agreement as a
Material Financial Detriment and, following the relevant
Transfer:






	 	 	 	 
	 	(A)	 	
such Taxes are assessed, then the
projected amount of such Taxes for the remaining time
periods during the five (5) years following the
Transfer for which Equant would be obligated to
reimburse SITA SC (or the applicable SITA Group
Company) as Material Financial Detriment Costs under
this Agreement will be re-evaluated, with the
rebuttable presumption that such Taxes be deemed to
have a “high” probability; or
	 
	 	(B)	 	
such Taxes that were projected to
be assessed for a time period during the five (5) years
following the Transfer are not assessed at the
applicable Tax audit in respect of such time period (or
within the relevant statute of limitations for such
time period), then the projected Taxes for remaining
time periods during such five (5) years will be
re-evaluated, with the rebuttable presumption that such
projected Taxes will not be included in the calculation
of the Weighted Aggregate RC/MFD Liabilities.







	 	 	 	 
	 	(iv)	 	
        Either Party may request that the Parties may
re-evaluate their previous estimates in Clauses 4.3(d)(ii)(B).
If appropriate, they may seek additional external advice.
	 
	 	(v)	 	
        The Parties will mutually agree on the joint
advisors who will render advice to the Parties in implementing
this Clause 4.3(d).




	 	 	 
	4.4	 	
Transfer of Network Staff




	 	 	 
	(a)	 	
The transfer of Network Staff in a Country shall be effected
by the transfer of their employment (including employment contracts,
if appropriate) as part of the Network Transfer for that Country, it
being understood and agreed that the Partial Transfers of Network
Staff set forth in Clauses 4.4(b) and 4.4(c) may be agreed upon
between the Parties as part of the Prioritised Timetable Transfer
Process.
	 
	(b)	 	
Accounting Staff






	 	 	 	 
	 	(i)	 	
Partial Transfers
	 
	 	 	 	
        With respect to each Country, the Parties will agree on
suitable arrangements for the transfer of local accounting
staff where applicable in order to manage the accounting of
the respective resources in such Country following any
Partial Transfer pursuant to Clause 4.3(b)(i) above or the
retention of Network Resources and/or Other Network
Resources pursuant to Clause 4.3(b)(ii) above. The Parties
agree that if SITA SC (or the applicable SITA




	 	 	 	 	 
	

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	 	Group Company) has only one local accountant in any such
Country, then SITA SC will not be required to transfer such
accountant pursuant to this Clause 4.4(b)(i).




	 	 	 
	(ii)	 	Network Transfers




	 	 	 
	(A)	 	
In a Country where SITA SC (or the
applicable SITA Group Company) employs local
accountants for the purposes of the applicable ICNO,
the following provisions will apply to the transfer of
such local accountants upon the Network Transfer in
such Country. Unless otherwise agreed or not
practicable, all such local accountants shall be
transferred, except that where SITA SC employs three
(3) to five (5) such local accountants, SITA SC shall
retain one (1) such accountant and where SITA SC
employs six (6) or more such local accountants, SITA SC
shall retain two (2) local accountants. In addition,
SITA SC (or the applicable SITA Group Company) will be
entitled to retain in its employ all local accountants
who are responsible for processing payments under the
Circuit Contracts relating to such ICNO until
substantially all such Circuit Contracts have been
assigned to Equant, it being agreed that prior to such
local accountants’ transfer to Equant’s employ, upon
Equant’s request, such retained local accountants shall
provide assistance from time to time to Equant in
processing payments under any Circuit Contracts that
have already been assigned at such time to Equant.
	 
	(B)	 	
As part of a Network Transfer where
there are three (3) or more local accountants, the
Parties will mutually agree whether the head accountant
in a Country will transfer to Equant or be retained by
SITA SC (or the applicable SITA Group Company)
following the Network Transfer. The Parties will first
cooperate to decide whether the head accountant and
which of the other local accountants should be retained
by SITA SC reasonably taking into account the Parties’
respective requirements. However, if the Parties fail
to reach such agreement, then Equant will have the
first choice of which individual local accountant will
transfer to it and SITA SC (or the applicable SITA
Group Company) will have the second choice as to which
individual local accountant it will retain. This
process will be repeated until all local accountants
have been allocated to the Parties subject to Clause
4.4(b)(ii)(A).
	 
	(C)	 	
Regional accounting staff
reporting to the finance director of SITA-Equant SC
immediately prior to the Effective Date shall be
transferred to Equant at the same time as central staff
in the Country in which they are located. With respect
to other members of the regional accounting staff, the
Parties shall agree on suitable arrangements for the
transfer of such staff to Equant taking account of the
number of Network Transfers previously completed in the
region concerned as compared to the number of ICNOs
remaining with SITA SC in such region.
	 
	(D)	 	
If, following the Network Transfer
in a Country SITA SC is not entitled to retain any
local accountants in such Country pursuant to Clause
4.4(b)(ii)(A), then Equant will, at its own expense,
maintain the accounting records and perform associated
accounting functions (e.g. filing of VAT declarations)
for SITA SC in such Country as required for the
applicable ICNO Supply Contracts for as long as any





	 	 	 	 	 
	

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such Supply Contracts have not been transferred or
assigned to Equant.




	 	 	 
	(c)	 	
Central Staff




	 	 	 	 
	 	(i)	 	During calendar year 2001, Equant will have the
right to effect transfers of central staff in advance of the
transfer of all other Network Staff solely in (i) those
Countries identified in Schedule C, and (ii) Egypt, Brazil and
South Africa. The Parties agree in principle that in all
other cases central staff will transfer in a given Country at
the same time as the transfer of all other Network Staff in
that Country. However, if a significant delay is reasonably
anticipated in effecting the Network Transfer in Country,
Equant may at its option effect the Partial Transfer of the
central staff in such Country in advance of the Network
Transfer in such Country and the Prioritised Timetable will be
updated accordingly.
	 
	 	(ii)	 	Commencing January 1, 2002, the Parties agree to
transfer central staff and regional staff in a Country at the
same time as all other Network Staff in that Country.
However, if the Network Transfer in a Country is not Legally
Permissible but there are a significant number of central
staff, critical staff and/or regional staff in that Country,
Equant may at its option effect the Partial Transfer of the
relevant central staff, critical staff and/or regional staff
separately, and the Prioritised Timetable will be updated
accordingly.




	 	 	 
	(d)	 	
Terms and Conditions for Network Staff at Time of Transfer
	 
	 	 	
The following provisions apply to the transfer of Network Staff to
the employment of Equant as part of Network Transfers.





	 	 	 	 
	 	(i)	 	Except as provided in the next sentence, Network
Staff in a Country will transfer on current contractual and
statutory terms and conditions with continuity of service
(i.e., seniority) preserved. Where this is not commercially
and reasonably feasible, Network Staff in a Country will
transfer on terms and conditions that are, in the aggregate,
no less favourable than those terms and conditions such
Network Staff received immediately prior to their transfer.
In those Countries where Network Staff have already
transferred to Equant and a particular benefit, term or
condition was changed at the time of that transfer, Equant
may, in its sole and absolute discretion, decide to make the
same change on the transfer of the remaining Network Staff.
	 
	 	(ii)	 	Equant reserves the right, in its sole
discretion, to set, on a Country-by-Country basis, the
subsequent terms and conditions of employment for Network
Staff transferred from SITA SC. In doing so, Equant will take
into consideration relevant conditions such as applicable
legal requirements, contractual obligations and market
conditions. In addition, for the twelve (12) months after the
transfer of Network Staff in a particular Country, Equant will
consult with SITA SC prior to making any changes to the
employment terms and conditions of such Network Staff in that
country, including taking into consideration SITA SC’s
recommendations, provided that all decisions will be in
Equant’s sole and absolute discretion.
	 
	 	(iii)	 	If Equant makes commitments to Global One in
respect of the duration that Equant will maintain the existing
employment terms and conditions (including redundancy
benefits) for Global One employees who transfer to Equant in a
Country, then Equant commits to SITA SC to maintain the
existing employment terms and conditions (including redundancy
benefits)




	 	 	 	 	 
	

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	 	for Network Staff who transfer thereafter to Equant in that
Country for the same duration




	 	 	 
	(e)	 	
The Parties will co-operate in communications to Network
Staff related to the new strategic relationship of the Parties and
any Transfer in any Country.




	 	 	 
	4.5	 	
Transfer of Network Assets




	 	 	 
	(a)	 	
For those Network Assets whose acquisition was funded by SITA
SC, Equant shall pay SITA SC for such Network Assets calculated at
net book value on the date of applicable Transfer and payable within
30 days (unless otherwise agreed). For those Network Assets whose
acquisition was funded by Equant under the EAFA (set forth in
Schedule F), then such payment shall be made under the terms of the
EAFA.
	 
	(b)	 	
Where it is not detrimental to SITA SC’s (or the applicable
SITA Group Company’s) regulatory license, authority or status in
accordance with Clause 6, Network Assets in any Country whose
acquisition has been funded by Equant pursuant to the EAFA will be
transferred to Equant as soon as legally possible and commercially
reasonable. Any Network Assets transferred pursuant to this Clause
4.5(b) prior to the Network Transfer in the Country will be made
available to SITA SC (or the applicable SITA Group Company) under
the terms of a written agreement to be entered between the Parties
prior to such transfer. The first such transfer of Network Assets
in a Country will be made in accordance with the Prioritised
Timetable Transfer Process. Thereafter such transfers will be made
as agreed between the Parties. To the extent commercially
reasonable, the final transfer of such Network Assets funded by
Equant pursuant to the EAFA shall take place at the same time or as
promptly as possible after Equant takes on full responsibility for
the direct purchasing of Network Assets in accordance with Clause
4.5(c) below.
	 
	(c)	 	
Equant shall take on full responsibility for the direct
purchasing of Network Assets as promptly as commercially reasonable.
In any event, the EAFA shall no longer apply in respect of all
future orders for purchases of assets in any Country upon the date
on which all or substantially all of the Network Assets have been
transferred to Equant, unless:




	 	 	 
	(i)	 	it is not legally possible for Equant to do so,
in which case SITA SC will continue to purchase Network Assets
under the EAFA for as long as it is not so legally possible
and Equant shall use commercially reasonable efforts to take
such actions and obtain such consents as are required to make
such direct purchasing legally possible;
	 
	(ii)	 	the staff necessary to perform the direct
purchasing function have not been transferred to Equant, in
which case Equant shall assume the direct purchasing function
as of the date such staff are transferred or Equant otherwise
has the necessary staff to carry out the function; or
	 
	(iii)	 	the Parties agree in writing to extend the EAFA
for a given time period.




	 
	For the avoidance of doubt, SITA SC (or the applicable SITA Group
Company) will no longer be obligated to purchase Network Assets in
a Country under the EAFA with respect to future orders for the
purchase of assets as of the effective date of the Network Transfer
in that Country, except as otherwise provided in Clause
4.5(c)(iii). If SITA SC retains Network Assets in a Country
pursuant to Clause 4.3(b)(ii), then (i) the EAFA will continue with
respect to such retained Network Assets in such Country, (ii)
Equant, at its own expense, shall give SITA SC (or the applicable
SITA Group Company) reasonable assistance with respect to
purchasing Network Assets in such Country, and accounting
assistance required as a result of SITA SC (or the




	 	 	 	 	 
	

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	 	applicable SITA Group Company) continuing to operate in such
Country, and (iii) no Set Amount shall be included in the SITA ICNO
costs pursuant to Clause 15.1(e)(xiv) with respect to such Country.




	 	 
	4.6	
Prioritised Timetable Transfer Process




	 	 	 
	(a)	 	
The Parties recognise their mutual objective to achieve
Transfers with minimal interruption in Services. With regard to a
Transfer in a given Country, Equant will use commercially reasonable
efforts to minimise any material interruptions in the Services as a
result of the Transfer in such Country.
	 
	(b)	 	
Preparations for a Transfer




	 	 	 	 
	 	(i)	 	Equant shall meet all legal and regulatory
conditions required for a Transfer, including, as applicable,
having a legal entity incorporated or organised under the
applicable law in the relevant Country and complying with the
local registrations as appropriate for such legal entity
(including, as required, VAT registrations, other tax
registrations, employer registrations, licences or other
regulatory permits, bank accounts, the preparation of the
required legal contracts and the completion of applicable
consultation procedures with employees).
	 
	 	(ii)	 	Prior to a Transfer in a Country, Equant will,
with regard to those requirements which are reasonably
foreseeable prior to such Transfer, be ready to operate the
relevant Network Resources in that Country relating to, as
applicable: (1) having a central/regional structure in place
to supervise and support local operations; (2) systems and
processes; (3) fixed assets; (4) treasury; (5) direct
purchasing of assets; (6) importation of assets; and (7)
management of the facilities in such Country specified in the
Master Premises Plan.




	 	 	 	 
	 	(A)	 	
If a Transfer takes place but, as a
result of a failure to comply with a reasonably
foreseeable requirement, Equant is not ready and fails
to operate in the applicable Country with regard to any
of the requirements specified in Clause 4.6(b)(ii) (a
“Lack of Readiness”), and such Lack of Readiness has an
adverse impact on SITA SC (or the applicable SITA Group
Company), then Equant will indemnify SITA SC for the
Losses incurred by SITA SC (or the applicable SITA
Group Company) due to Equant’s Lack of Readiness, to
the extent that such Losses would not have been
incurred by SITA SC (or the applicable SITA Group
Company) had the Lack of Readiness not occurred.
	 
	 	(B)	 	
If a Transfer is effected and a
Lack of Readiness occurs and is continuing, then Equant
will use commercially reasonable efforts to promptly
rectify the Lack of Readiness. Either Party may offer
to assist the other Party to rectify the Lack of
Readiness and may propose a specified course of action
to do so (it being understood that such request shall
not be unreasonably refused). The Parties shall then
mutually agree which actions are to be taken, estimate
the costs associated with such actions and co-operate
in taking such actions. Any reasonable costs, as
agreed by the Parties, incurred by SITA SC (or the
applicable SITA Group Company) within such cost
estimate as a direct result of taking the agreed
actions shall be reimbursed by Equant. If a Transfer
is effected and Equant is not ready and fails to
operate in the applicable Country with regard to any of
the requirements specified in Clause 4.6(b)(i), the
Parties may offer to





	 	 	 	 	 
	

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assist each other in accordance with the process set
out in this Clause 4.6(b)(ii)(B) with any reasonable
costs within the agreed estimate (other than
Restructuring Costs) associated with actions taken
being borne by the Parties in accordance with the
percentages specified in Clause 4.7.
	 
	 	(C)	 	
If a Lack of Readiness occurs and
is continuing (1) which was not reasonably foreseeable
or where a requirement was materially changed, and (2)
when it was too late to cancel the Transfer, or
temporarily delay the Transfer until the requirement
has been satisfied, then Equant’s indemnity in Clause
4.6(b)(ii)(A) above shall not apply, provided however
that Equant will reimburse SITA SC for the costs it
incurs, if any, pursuant to oClause 4.6(b)(ii)(B). For
the avoidance of doubt, Equant will have the right in
any event to proceed with the Transfer.




	 	 	 	 
	 	(iii)	 	Transfer of Supply Contracts




	 	 	 	 
	 	(A)	 	
Equant shall use commercially
reasonable efforts to obtain all required consents to
the assignment of relevant Supply Contracts or to
otherwise achieve the transfers of such Supply Contracts
into Equant’s name in a
Country (including, where possible, on the same terms
and conditions as existed prior to the Transfer), with
the objective of obtaining such consents within ninety
(90) days following the corresponding Transfer (such
date, the “Target Date”). Both Parties acknowledge
that there is a dependency on actions by third parties
in order to achieve consents to assignments.
Therefore, SITA SC (or the applicable SITA Group
Company) will use commercially reasonable efforts to
help obtain such consents and will co-operate with
Equant as reasonably requested by Equant in obtaining
such consents.
	 
	 	(B)	 	
No later than sixty (60) days
following any such corresponding Transfer, Equant shall
provide SITA SC (by electronic mail or facsimile) with
(1) a schedule of all Supply Contracts showing which
have and which have not been transferred into Equant’s
name within such sixty (60) day period, and (2)
Equant’s reasoned assessment as to whether the
remaining Supply Contracts can be expected to be
transferred by the Target Date.
	 
	 	(C)	 	
The Parties shall then mutually
agree on any required accelerated action plan to
achieve the transfers of at least ninety-five percent
(95%) of all Supply Contracts in such Country
(calculated based on the number of monthly invoices) by
the Target Date or such other mutually agreed date as
is appropriate under the circumstances (such date, the
“Revised Target Date”) with the objective of achieving
such transfers promptly.
	 
	 	(D)	 	
Where the Supply Contracts have not
all been transferred into Equant’s name by the Target
Date or the Revised Target Date, as applicable, SITA SC
may continue to include a Set Amount in the SITA ICNO
Costs, as set out in Clause 15.1(e)(xiv) for the
continued administration of such Supply Contract until
the date on which all such Supply Contracts are
transferred. Until ninety-five percent (95%) (as
calculated above) of such Supply Contracts have been
transferred to Equant such Set Amount shall be equal to
fifty percent (50%) of the last relevant Set Amount
submitted for the applicable




	 	 	 	 	 
	

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Country, and thereafter it shall be equal to fifty
percent (50%) of the fixed amount for small Countries.




	 	 	 	 
	 	(E)	 	
An amount equal to the Set Amount
pursuant to Clause 4.6(b)(iii)(D) shall be added to
such Set Amount if Equant does not use commercially
reasonable efforts to implement the accelerated action
plan for a Country pursuant to Clause 4.6(b)(iii)(C).
	 
	 	(F)	 	
As of the date that is nine (9) months
following the Network Transfer in a Country, SITA SC
shall have no further responsibility to make any
payments under the relevant Supply Contracts in such
Country and shall return all further invoices received
after such nine (9) month period to the sender with a
notice to send all further invoices to Equant. SITA SC
shall promptly notify Equant in writing upon taking
such action.




	 	 	 	 
	 	(iv)	 	As part of the Prioritised Timetable Transfer
Process in connection with a Network Transfer, the Parties
will agree on procedures (to include (A) nominating persons to
open SITA SC’s or the applicable SITA Group Company’s mail who
are either Equant employees or Equant employees seconded to
SITA SC or a SITA Group Company on the condition that such
persons sign specific confidentiality agreements with SITA SC
and Equant relating to this task, or (B) employees of SITA SC
(or the applicable SITA Group Company) in the relevant Country
opening SITA SC’s (or the applicable SITA Group Company’s)
mail) to minimise the risk that mail is mislaid or misdirected
during the period in which the assignment or transfer of such
assignments of supply contracts is taking place.




	 	 
	(c)	
The Prioritised Timetable Transfer Process shall include the
following phases in respect of each Transfer in any Country:




	 	 	 	 
	 	(i)	 	
the verification phase, which will include the
completion of verification activities such as due diligence on
legal, regulatory, tax, human resources, finance and other
aspects as required. Following such phase, the Joint Task
Force shall update the Prioritised Timetable by verifying, and
adjusting if necessary, the Target Date for the Transfer to
occur;
	 
	 	(ii)	 	
the implementation phase, which will include the
obtaining of any legal clearances, the making of the required
legal, tax, and regulatory registrations as described in
Clause 4.6(b)(i), the establishment of a local bank account,
and the completion of general communications with relevant
Network Staff transferring in accordance with local rules or
good commercial practice. At the end of such phase, the Joint
Task Force shall update, as necessary, the Prioritised
Timetable by setting the actual date for the Transfer to
occur. At the same time, Equant shall verify that it is ready
to operate in such Country, and if Equant is aware that it is
not ready to operate in the relevant Country pursuant to
Clause 4.6(b)(ii), it will advise the Joint Task Force
accordingly and the Prioritised Timetable will be updated as
necessary; and
	 
	 	(iii)	 	
the transfer phase, in which the relevant
Network Staff transferring and suppliers are formally notified
of the Transfer and any other required actions (such as
required inter-company contracts and transfer of pay roll) are
carried out.




	 
	The Parties agree that to the extent that the verification and
implementation phases include independent steps which may reasonably be
commenced prior to other steps being completed, then such independent
steps may be commenced as soon as commercially reasonable.




	 	 	 	 	 
	

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	4.7	 	
Costs of Performing Transfers
	 
	 	 	
The Parties agree to share the reasonable tax, legal and other agreed
fees of external advisors incurred by each Party in investigating and
implementing Transfers, with SITA SC bearing [*] of such
aggregated costs and Equant bearing [*] of such
aggregated costs. Such aggregated costs will also include a standard
amount for the accounting activities required to effect the Transfers for
large, medium, small and very small Countries (categorised pursuant to
Schedule D). Such standard amount will be calculated based on the time
spent and the costs incurred by SITA SC (or the applicable SITA Group
Company) and Equant and declared into JV cost sharing in effecting such
Transfers in calendar year 2000 as multiplied by [*]. The Parties will mutually agree whether each Party’s
other internal costs should be handled in this fashion or borne solely by
such Party. Neither Party, shall be responsible to reimburse any costs
or expenses of the other Party, unless such costs or expenses have been
included in an agreed budget or have been approved in advance in writing
by the other Party. For the avoidance of doubt, this Clause 4.7 shall
not apply to any costs which are Restructuring Costs, which are covered
elsewhere in this Agreement.
	 
	5.	 	
ACCESS TO THE GLOBAL NETWORK
	 
	5.1	 	
Background




	 	 	 
	(a)	 	
In all Countries, prior to the Network Transfer in each
Country, SITA SC (or the applicable SITA Group Company) will
continue to operate as the In-Country Network operator, including
controlling, operating, administering and maintaining the ICNOs in
such Countries and will do so in accordance with the P&I provided by
Equant, as updated from time to time. For the avoidance of doubt,
P&I shall not apply to SITA Specific Activities.
	 
	(b)	 	
ICNOs will have access to the Network in accordance with the
Network Access Agreement agreed between the Parties and set forth in
Schedule G to this Agreement.
	 
	(c)	 	
A Country-specific version of the Network Access Agreement
may be executed by the Parties in respect of a particular Country,
which version may include mutually agreed changes as advisable to
conform with local law or custom. Notwithstanding anything to the
contrary in this Agreement or a Country-specific version of the
Network Access Agreement, the Parties agree that a Country-specific
version of the Network Access Agreement may not create any
obligations or liabilities on the part of either Party (including,
as applicable, a SITA Group Company) that are in addition to or
different from the obligations and liabilities of such Party as
specified in this Agreement unless the Parties execute
simultaneously with the execution of such a Country-specific version
of the Network Access Agreement a separate written amendment to this
Agreement that specifically states the ways in which this Agreement
is being amended with respect to such Country-specific version of
the Network Access Agreement. The modifications made to this
Agreement by any such amendment shall be effective only with respect
to the Country-specific version of the Network Access Agreement to
which it relates. The Parties expressly agree that, unless such an
amendment specifically provides otherwise, all Claims by a Party
against the other Party (including, in either case, the applicable
SITA Group Company) under a Country-specific version of the Network
Access Agreement will be brought under this Agreement and will be
subject to all applicable terms and conditions of this Agreement
(including as applicable limitations and exclusions of liability,
indemnification procedures, dispute resolution processes and
applicable law).



	 	 	 	 	 
	

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	5.2	 	
Provision of P&I




	 	 	 
	(a)	 	
Equant will provide P&I to SITA SC as reasonably necessary so
as to enable the orderly functioning of Network Operations and the
seamless operation of the Network in accordance with the Network
Access Agreement, as well as to enable SITA SC to perform its
obligations with respect to the ICNOs. ICNOs will continue applying
the policies and procedures existing under the JV Agreement
immediately prior to the Effective Date, which policies and
procedures will form the initial P&I and which will be updated as
Equant deems appropriate from time to time.
	 
	(b)	 	
If Equant has not provided P&I to address a specific
circumstance, then:




	 	 	 
	(i)	 	Until such time as the specific P&I is provided
to address specific circumstances the Network Staff may
exercise their reasonable judgement under the circumstances,
consistent with their delegations of authority and
responsibilities and other existing P&I including, if
applicable, to request that Equant promptly issues appropriate
P&I should the need arise; and
	 
	(ii)	 	SITA SC will not be responsible for such actions
of Network Staff provided that non-Network Staff of SITA SC or
its Affiliates do not issue P&I or otherwise become involved
in resolving the issue (except for referring any such
inquiries from Network Staff to Equant).




	 	 	 
	(c)	 	
All Network Staff will be required to sign a nondisclosure
agreement covering Equant’s Confidential Information in a form
designated by Equant. SITA SC (or the applicable SITA Group
Company) will not disclose or use any Confidential Information
disclosed by Network Staff in violation of such nondisclosure
agreement. Furthermore, all Network Staff will be required to sign
a non-disclosure agreement covering Confidential Information of SITA
SC (or the applicable SITA Group Company) in a form designated by
SITA SC (or the applicable SITA Group Company), which form will not
prevent Network Staff from disclosing Confidential Information to
Equant necessary to perform its responsibilities under this
Agreement. Equant will not disclose or use in any Confidential
Information disclosed by Network Staff in violation of such
nondisclosure agreement.
	 
	(d)	 	
Equant will indemnify, defend and hold harmless SITA SC
(and/or the applicable SITA Group Company) for any Losses incurred
by SITA SC (and/or the applicable SITA Group Company) to the extent
due to (i) SITA SC’s (and/or the applicable SITA Group Company’s)
following of the P&I provided by Equant, or (ii) actions by Network
Staff pursuant to and in accordance with Clause 5.2(b) and/or the
Network Access Agreement.




	 	 	 
	5.3	 	
SITA Instructions not to Follow P&I
	 
	 	 	
SITA SC non-Network Staff managers will not in any way instruct or inform
Network Staff not to follow any Equant P&I without providing prior
written notice of such instruction to Equant in advance of providing such
instruction to any Network Staff, in which case Equant will be entitled
to seek compliance with the P&I as provided in Clause 5.4 below as if a
Senior Member had refused to follow such P&I.
	 
	5.4	 	
Senior Member’s Failure to Follow P&I




	 	 	 
	(a)	 	
If Equant provides P&I to a Senior Member in a Country and
the Senior Member refuses to carry out the P&I after being directed
again by Equant to do so, or if SITA SC gives Network Staff an
instruction not to follow any P&I (as addressed by Clause 5.3
above), an Equant senior manager will (if Equant wishes to enforce
the P&I)



	 	 	 	 	 
	

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notify SITA SC in writing requesting that SITA SC issue written
instructions to such Senior Member instructing such Senior Member
to follow such P&I (such written instructions being referred to as
the “Instruction Letter”), as follows. Equant will send any such
request to SITA SC’s head of ICNOs world wide by electronic mail or
facsimile, in either case with receipt confirmed by telephone and a
copy sent to the SITA SC General Counsel. Equant’s written request
shall include (i) a description of the relevant circumstances as
known to Equant, (ii) a copy of the P&I not followed, if any, and,
any other relevant P&I, (iii) a copy of written instructions Equant
may have already given to the Senior Member to follow such P&I, if
any, and (iv) the proposed text of the Instruction Letter Equant
desires to be sent by SITA SC to such Senior Member.
	 

	(b)	 	
Within five (5) Business Days following SITA SC’s receipt of
Equant’s notice (or two (2) Business Days if Equant reasonably
believes and designates in its notice that the issue is urgent )
(the “Original Due Date”), SITA SC’s head of ICNOs world wide will
either send the Instruction Letter (by electronic mail or facsimile,
in either case with receipt confirmed by telephone) to such Senior
Member (with a copy to the Equant requestor sent by the same means)
or, if SITA SC reasonably believes that the P&I is reasonably likely
to:




	 	 	 
	(i)	 	
violate, conflict with or be inconsistent with applicable law,
	 

	(ii)	 	
be inconsistent with Clause 6.5,
	 

	(iii)	 	
have a significant adverse impact on SITA’s
staff in the applicable Country(ies) other than Network Staff,
	 

	(iv)	 	
adversely affect SITA SC’s (or the applicable
SITA Group Companies’) legal or statutory responsibilities, or
	 

	(v)	 	
have a significant adverse impact on services to
the Air Transport Community




	 	 	 
	 	 	
SITA SC will notify the Equant requestor in writing (by electronic
mail or facsimile, in each case, with receipt confirmed by
telephone and with a copy sent to the head of Equant’s Network
operations) (the “Escalation Notice”) by the Original Due Date
specifying the reasons(s) why, based on the information that it has
been able to obtain by the Original Due Date, it believes such is
the case. With respect to the concerns, if any, that SITA SC may
have that any of Clause 5.4(b)(i), 5.4(b)(ii), 5.4(b)(iii),
5.4(b)(iv) or 5.4(b)(v) applies to matters covered in the proposed
Instruction Letter, SITA SC shall have the right within such five
(5) or two (2) Business Day period (as applicable) to meet in
person or by telephone with the head of Equant’s Network operations
to substantively discuss such concerns and for him to promptly
inform SITA SC whether or not he agrees.
	 

	(c)	 	
If the head of Equant’s Network operations disagrees with
SITA SC, and SITA SC has sent an Escalation Notice by the Original
Due Date, the dispute will be escalated to the Executive Committee
(or, in the alternative if the Parties so mutually agree, to a
meeting of the Parties’ Chief Executive Officers except in relation
to items in Clauses 5.4(b)(iv) and 5.4(b)(v)); provided, however,
that in relation to Clause 5.4(b)(iv) or 5.4(b)(v), such meeting
will take place within two (2) or five (5) Business Days (depending
on whether the matter was designated as urgent in Equant’s initial
notice to SITA SC) following SITA SC’s discussion with Equant’s head
of Network Operations pursuant to Clause 5.4(b) or following the
Original Due Date if SITA SC does not request a meeting with the
head of Equant’s Network operations. If the Executive Committee (or
the Parties’ Chief Executive Officers, as applicable) does not
decide the dispute in favour of SITA SC at such meeting within such
two (2) or




	 	 	 	 	 
	

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five (5) Business Day period, the dispute as to whether SITA SC
should send an Instruction Letter will be deemed to be decided in
favour of Equant, such decision being final solely with respect to
Clause 5.4(b)(iv) or 5.4(b)(v) above.
	 

	(d)	 	
If SITA SC fails to send an Instruction Letter or an
Escalation Notice by the Original Due Date, then Clauses 5.4(d)(i),
5.4(d)(ii), and 5.4(d)(iii) below will apply from the Original Due
Date until SITA SC does so:




	 	 	 
	(i)	 	Equant will be excused from Service Level
Defaults and any payments of Service Credits (as defined in
the Services Agreement) applicable to the Country or Countries
in which the disputed P&I was to be implemented by such Senior
Member.
	 
	(ii)	 	SITA SC will not be entitled to reimbursement
under Clause 15 for any SITA ICNO Costs to the extent they
would not have been incurred had such Senior Member
implemented the P&I on the Original Due Date; and
	 
	(iii)	 	SITA SC will reimburse Equant for any Losses
Equant incurs due to the P&I not being implemented as of the
Original Due Date to the extent that such Losses would not
have been incurred if the P&I had been implemented as of the
Original Due Date (but excluding costs Equant incurs in
disputing under Clause 5.4(c) above whether such P&I should be
implemented).




	 	 	 
	(e)	 	
If the dispute is escalated pursuant to Clause 5.4(c) and is
not resolved in SITA SC’s favour, then SITA SC shall send the
Instruction Letter within two (2) Business Days following the date
on which the Executive Committee (or the Parties’ Chief Executive
Officers, as applicable) decides the dispute in favour of Equant
(the “Revised Due Date”). If SITA SC fails to send the Instruction
Letter within such two (2) Business Day period, then:




	 	 	 
	(i)	 	(A) Clause 5.4(d)(i) above will apply from the
Revised Due Date until the date on which SITA SC sends the
Instruction Letter, and (B) Equant will be excused from any
Service Level Defaults and any payments of Service Credits (as
defined in the Services Agreement) that relate to the period
between the Original Due Date and the Revised Due Date to the
extent caused by the P&I not being implemented as of the
Original Due Date; and
	 
	(ii)	 	Clauses 5.4(d)(ii) and 5.4(d)(iii) above will
apply from the Original Due Date until the date on which SITA
SC sends the Instruction Letter




	 	 	 
	(f)	 	
If the Executive Committee (or the Parties’ Chief Executive
Officers, as applicable) agrees with SITA SC’s position within the
applicable two (2) or five (5) Business Days, as applicable under
Clause 5.4(c), or if Equant at any time comes to agree with SITA
SC’s position, then Clauses 5.4(d)(i), 5.4(d)(ii) and 5.4(d)(iii)
above will not apply, and SITA SC will not have any obligation or
liability in respect of the relevant initial Equant notice sent
pursuant to Clause 5.4(a).




	 	 	 
	6.	 	
REGULATORY PRINCIPLES
	 
	6.1	 	
The Parties will co-operate in respect of their regulatory affairs,
including in the co-ordination of their approaches to regulatory
authorities and equivalent bodies, so as to minimise the risk that one
Party’s position has an adverse effect on the other Party.
	 
	6.2	 	
SITA SC (or the applicable SITA Group Company) will provide commercially
reasonable efforts to assist Equant to obtain any necessary operating
authority. If the regulatory position of SITA SC (or the applicable SITA
Group Company) requires amendment (including a licence transfer or
surrender) for Equant to obtain its required regulatory approval, SITA SC



	 	 	 	 	 
	

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(or the applicable SITA Group Company) will make the necessary
change, provided that, following the change, SITA SC (or the
applicable SITA Group Company) can provide Network Services to
the Air Transport Community on a basis no less favourable than as
of the Effective Date or on an alternative basis which results in
no noticeable (i) increase in costs, or (ii) deterioration of
Network Services service levels to applicable Air Transport
Community customers of SITA SC (or the applicable SITA Group
Company). Equant will use commercially reasonable efforts to
assist and support SITA SC (or the applicable SITA Group Company)
in carrying out the lawful actions needed to obtain such a
revised regulatory position.
	 
	6.3	 	
Until the Network Transfer in a Country:




	 	 	 
	(a)	 	
SITA SC (or the applicable SITA Group Company) will take
commercially reasonable actions to maintain its licence or other
authority;
	 
	(b)	 	
SITA SC (or the applicable SITA Group Company) will use
commercially reasonable efforts to connect Equant’s customers under
the licence or other authority of SITA SC (or the applicable SITA
Group Company) and Equant will provide commercially reasonable
assistance to achieve such objective;
	 
	(c)	 	
Each Party shall keep the other Party informed of its
operating rights and authorities;
	 
	(d)	 	
P&I issued by Equant will take commercially reasonable
account of the extent of SITA SC’s (or the applicable SITA Group
Company’s) licence or other authority; and
	 
	(e)	 	
SITA SC and Equant will co-operate to achieve the prompt
disconnection of those connections or the barring of any traffic
which a regulatory authority or equivalent body informs SITA SC (or
the applicable SITA Group Company) are unauthorised and should be so
disconnected or barred or when the Parties mutually agree that it is
advisable to do so.




	 	 	 
	6.4	 	
Each Party will co-operate reasonably with the other Party to support the
implementation of the other Party’s proposed regulatory actions, where
such action does not have an adverse effect on such Party.
	 
	6.5	 	
Neither Party shall take any action that could reasonably be expected to
affect adversely the regulatory license or other authority of the other
Party without first discussing and agreeing the most appropriate solution
to meet the needs of both Parties.




	 	 	 
	7.	 	
IT TRANSITION
	 
	7.1	 	
Goals and Objectives
	 
	 	 	
The goals and objectives of the IT Transition are to:




	 	 	 
	(a)	 	
achieve full separation of SITA SC’s and Equant’s information
technology (“IT”) infrastructures, data and system applications,
while maintaining, where necessary, the compatibility of their
processes and data interfaces;
	 
	(b)	 	
enable SITA SC and Equant to establish separate and distinct
internal IT infrastructure and application services and to set for
the Parties agreements for the supply of IT Services between the
Parties during the IT Transition Period;



	 	 	 	 	 
	

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	(c)	 	
achieve a separation of the Parties’ IT systems and processes
as soon as reasonably practicable for both Parties, but in no event
later than the end of the IT Transition Period;
	 
	(d)	 	
achieve a planned, orderly and commercially reasonable
transition in a way that recognises




	 	 	 
	(i)	 	the impact of the inter-dependencies of the
Parties’ system on the global processes and proposed
transition;
	 
	(ii)	 	the practical processes that must be addressed
and a critical path for addressing such processes; and




	 	 	 
	(e)	 	
maintain commercially reasonable continuity and security of
IT Services during the transition to their subsequent replacements
for both Parties during the IT Transition Period as the Parties’
relationship evolves to that of two distinct commercial entities.




	 	 	 
	7.2	 	
Operation




	 	 	 
	(a)	 	
An IT Joint Task Force (the “IT JTF”) comprising senior IT
representatives of the Parties with outside advisors to be consulted
as applicable will be created to prepare a plan for the IT
Transition (the “IT Transition Plan”). The IT Joint Task Force will
develop, modify, update and execute the IT Transition Plan. The
initial high-level IT Transition Plan shall be agreed and completed
by the Parties within two (2) months following the Effective Date
and will thereafter be updated as applicable.
	 
	(b)	 	
The IT JTF shall, as part of developing the IT Transition
Plan, develop and implement a plan to perform such due diligence as
will provide both Parties with the information required to evaluate
and form the IT Transition Plan and to prepare any initial budgets.
	 
	(c)	 	
The IT Transition Plan will specify the migration path from
the current shared inter-dependent infrastructures and systems to
separate and distinct IT environments. It will describe the
activities, required resources, responsibilities and costs
associated with the IT Transition and proposed timing to achieve the
separation in accordance with Clause 7.1. The IT Transition Plan
may, exceptionally, specify actions beyond the IT Transition Period
as mutually agreed.
	 
	(d)	 	
The IT Transition will be completed within twenty-one (21)
months after the Effective Date (the “IT Transition Period”).
	 
	(e)	 	
An IT steering committee involving the Chief Information
Officers of Equant and SITA SC will oversee the IT Joint Task Force,
review the execution of the IT Transition Plan on a monthly basis, and
monitor the performance and delivery of the IT Services in
accordance with the IT Transition Guidelines.




	 	 	 
	7.3	 	
IT Services




	 	 	 
	(a)	 	
Until the date of migration of each component of the Equant
IT Services in accordance with the IT Transition Plan, Equant will
continue to provide the SITA Group the same IT support services (the
“Equant IT Services”) as the SITA Group received through the Joint
Venture as of the Effective Date, including (except as otherwise
mutually agreed) the same types of services, in the same volumes
(including the same reasonable level of informal collaboration and
the same level of business-as-usual changes, such as desktop
moves/adds/changes, other equipment installations/removals, and
normal levels of system support) and at the same locations



	 	 	 	 	 
	

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as such services were provided to SITA SC as of the Effective Date
(the “Baseline Equant IT Services”). The Equant IT Services are
more specifically described in the Equant IT Services Description
set forth in Schedule E to this Agreement and include:




	 	 	 
	(i)	 	
Infrastructure Services, covering:




	 	 	 
	(A)	 	
Corporate Network Services: maintenance of corporate network access services;
	 
	(B)	 	
User Services: local management of
user desktop and laptop machines, servers and
telecommunication facilities other than PBXs;
	 
	(C)	 	
GroupWare Services: management of
the global Lotus Notes infrastructure; and
	 
	(D)	 	
Corporate Voice Network and
audio/video conferencing services;




	 	 	 
	(ii)	 	
Application Services: maintenance and support of
the SITA SC Business Application Systems; and
	 
	(iii)	 	
Operations Services: installation and operation
of SITA SC application servers, mainframe job scheduling and
monitoring.




	 	 	 
	(b)	 	
Until the date of migration of each component of the SITA IT
Services in accordance with the IT Transition Plan, SITA SC will
continue to provide to the Equant Group the same IT support services
(the “SITA IT Services”) as the Equant Group received through SITA
SC as of the Effective Date, including (except as otherwise mutually
agreed) the same types of services, in the same volumes and at the
same locations as such services were provided to the Equant Group as
of the Effective Date (the “Baseline SITA IT Services”). The SITA
IT Services are more specifically described in the SITA IT Services
Description attached as Schedule E to this Agreement and include:




	 	 	 
	(i)	 	Server hosting services;
	 
	(ii)	 	Mainframe application hosting services; and
	 
	(Iii)	 	User Services.




	 	 	 
	7.4	 	
IT Transition Period
	 
	 	 	
The IT Services other than interfaces and those services generally
provided to other customers (such as WAN/intranet connect and corporate
voice services) will cease to be provided under this Agreement as soon as
reasonably practicable and as set forth in the IT Transition Plan and in
no event later than the end of the IT Transition Period. However, it is
understood that the Parties may mutually agree (although they are not
obligated to do so) to continue certain IT Services under one or more
separate commercial agreements. For any IT Services which both Parties
agree to continue under a separate agreement, if either SITA SC or Equant
intends to materially change any aspect of the IT Services provided to
the other Party under this Agreement (including terminating such IT
Services) after the completion of the IT Transition Period and such
change could require some activity before the end of the IT Transition
Period on the part of the other Party in advance of such change, the
relevant Party will provide notice of such intention to the other Party
promptly upon deciding on the course of action and the Parties will agree
on a plan for such change.
	 
	7.5	 	
Requests for Additional Services or Extensions
	 
	 	 	
Any requests from either Party for any additional IT Services or
extension of or changes to the IT Services then being provided by the
other Party (e.g., including service enhancements)




	 	 	 	 	 
	

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will be evaluated by the other Party on a case-by-case basis and, at the
other Party’s sole and absolute discretion, the other Party may choose to
provide such additional services on terms as mutually agreed.
	 
	7.6	 	
Interfaces
	 
	 	 	
Schedule E (IT Services Description) specifies the system interfaces to
be established and maintained between the Parties’ information systems
during the IT Transition Period. In the event that during the IT
Transition Period any additional interface is identified as being
required, the Parties will agree on the specifications and development
schedule for such interface and the charge to the Party whose action
(e.g., an upgrade or change in Software or Hardware by that Party or a
specific request by that Party) is responsible for initiating the need
for such development, except where such development is specified in the
IT Transition Plan as being required as part of the IT Transition. The
Party developing an interface will design such interface substantially in
accordance with such specifications.
	 
	7.7	 	
Knowledge Transfer
	 
	 	 	
Equant agrees to transfer to SITA SC or an agreed third party any
relevant knowledge identified and agreed by the IT Joint Task Force.
Such knowledge transfer will take place by each Party’s respective SPOC
or otherwise according to a process agreed and monitored by the IT Joint
Task Force.
	 
	7.8	 	
Access to Data
	 
	 	 	
The IT Services Description specifies the applications and data to which
each Party will be allowed access, during the IT Transition Period, for
as long as such Party is receiving the relevant IT Services, including
the level of and any other restrictions on such access. In some cases,
the Parties have agreed to continued access to certain data after the IT
Transition Period, as specified in each IT Services Description. Each
Party shall have the right to restrict the access of the other Party to
any data or application which is not specified in the IT Services
Description and which the other Party does not reasonably have a need to
access in performing under this Agreement.
	 
	7.9	 	
Future Changes
	 
	 	 	
Both during and after the IT Transition Period, each Party will inform
the other Party reasonably in advance of any planned change in the format
of any system interface that may have a material impact on the other
Party’s ability to receive the IT Services, including (i) relevant
information reasonably known to that Party regarding the potential impact
of such change on the other Party’s systems and processes, and (ii)
reasonable information and answers in support of such other Party’s
efforts to determine the impact of such change on its own systems and
processes. In the event of such a change, the Parties will agree on
plans for the implementation and phasing of such change consistent with
the implementation schedule of the underlying systems or applications
changes, and any changes to interfaces will be handled pursuant to Clause
15 of Schedule E.
	 
	7.10	 	
Existing EIS Contracts
	 
	 	 	
The terms and conditions of any existing commercial agreements between
SITA SC and Equant Integration Services (EIS) are outside the scope of
this Agreement, with the sole exception that Equant will provide a single
point of contact (“SPOC”) for both the Equant IT Services and such
contracts between SITA SC and EIS.




	 	 	 	 	 
	

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	7.11	 	IT Assets
	 
	 	 	Restructuring Costs shall also include the costs of Equant purchasing for
or transferring to SITA SC (or the applicable SITA Group Company) those
IT assets required to be acquired in order to implement the IT Transition
Plan, including the required equipment, incidental costs of purchase and
the professional services reasonably required in order to implement such
new computer and telecommunications equipment and software (whether such
services are performed by Equant itself or through a third party).
	 
	7.12	 	Third Party Contracts




	 	 	 
	(a)	 	
SITA SC and Equant will, as part of the due diligence
specified in Clause 7.2(b), prepare an inventory of third party
software licenses, any other agreements relating to intellectual
property rights and third party service contracts existing as of the
Effective Date (the “Third Party IT Agreements”). The inventory
will describe, with respect to each Third Party IT Agreement, as
much as possible of the following: the parties to the agreement; a
description of the software or services provided; scope of use
(including details of those entities which are entitled to the use
of the software or receipt of the services in question) and/or any
restrictions on use; any remaining or recurring fees that have yet
to come due under the agreement; the length of the remainder of the
term of the agreement; and any restrictions on assignment specified
in the agreement, together with such other information as SITA SC or
Equant (as applicable) shall reasonably request from time to time.
	 
	(b)	 	
SITA SC and Equant will identify those Third Party IT
Agreements whose software or services are used by both Parties. If
the Parties mutually agree that there is some benefit or advantage
for the Parties to continue to share a Third Party IT Agreement, the
Parties will agree on how best to do so, as part of the IT
Transition Plan work of the IT JTF. Where applicable, the Parties
will seek any necessary third party consents in order to allow the
Parties to continue sharing Third Party IT Agreements.
	 
	(c)	 	
SITA SC will, as soon as reasonably practicable following the
Effective Date, assume management and responsibility for any Third
Party IT Agreements for which, as between Equant and SITA SC, SITA
SC is the sole user. If Equant is the party to any such Third Party
IT Agreements, subject to any necessary vendor approval Equant will
promptly following the Effective Date assign to SITA SC such Third
Party IT Agreements. Both Parties will promptly take any
commercially reasonable steps required in order to achieve the
assignment of such Third Party IT Agreements to SITA SC.
	 
	(d)	 	
Equant will, as soon as reasonably practicable following the
Effective Date, assume management and responsibility for any Third
Party IT Agreements for which, as between Equant and SITA SC, Equant
is the sole user. If SITA SC is the party to any such Third Party
IT Agreements, subject to any necessary vendor approval SITA SC will
promptly following the Effective Date assign to Equant such Third
Party IT Agreements. Both Parties will promptly take any
commercially reasonable steps required in order to achieve the
assignment of such Third Party IT Agreements to Equant.




	 	 	 
	8.	 	
ASSETS TRANSITION
	 
	 	 	
The Parties will apply the EAFA as set out in Schedule F, which is hereby
incorporated by reference into this Agreement. All Network Assets,
together with applicable Intangible Network Resources and all real
property and buildings and improvements thereon in respect





	 	 	 	 	 
	

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of Network Space, acquired on or after the Effective Date will be either
purchased directly by Equant or purchased by SITA under the EAFA.




	 	 	 
	9.	 	
PURCHASING AND PROCUREMENT TRANSITION
	 
	9.1	 	
Purchasing and Procurement to Support SITA ICNOs




	 	 	 
	(a)	 	
Equant will provide P&I to relevant Network Staff related to
purchasing and procurement as required to support ICNOs. Purchasing
and procurement costs incurred by SITA SC (or the applicable SITA
Group Companies) in respect of supporting ICNO purchasing and
procurement shall be deemed to be SITA ICNO Costs.
	 
	(b)	 	
Equant will provide purchasing and procurement support to the
ICNOs at Equant’s cost.




	 	 	 
	9.2	 	
Top Suppliers
	 
	 	 	
This Clause 9.2 will apply to Equant’s top five (5) Network equipment
suppliers from time to time during the Term. As of the Effective Date,
the top five (5) such suppliers are [*].




	 	 	 
	(a)	 	
In negotiations with such top suppliers, Equant will use
commercially reasonable efforts to negotiate with such suppliers,
terms and conditions in its relevant contracts so as to enable SITA
SC (or the applicable SITA Group Company) to acquire, during the
Term, Network equipment and related products and services (e.g.,
software, installation, maintenance, training) on the same terms and
conditions (including benefits of discounts) as Equant has for
similar purchases under such contracts, including providing that
Equant’s and SITA SC’s (or the applicable SITA Group Company’s)
purchases under such contracts will both count toward any applicable
volume discounts.
	 
	(b)	 	
In such negotiations, the objective shall be to enable SITA
SC (or the applicable SITA Group Company) to procure Network
equipment and related services from any such supplier directly. If
such terms are not available on commercially reasonable terms, then
Equant shall discuss and agree with SITA SC possible alternative
procedures to be negotiated with the relevant supplier.
	 
	(c)	 	
The Parties shall share any additional credit or rebate
arising out of combining SITA SC’s (or the applicable SITA Group
Company’s) purchasing with Equant’s purchasing proportional to
each’s contribution to such additional credit or rebate, treating
SITA SC’s (or the applicable SITA Group Company’s) purchases as the
‘top slice’ of total purchases.
	 
	(d)	 	
If obtaining such rights or administering such alternate
procedures involves extra work for Equant, then Equant will notify
SITA SC of the incremental costs of such work and, if SITA SC, in
its sole and absolute discretion, agrees to pay such incremental
cost Equant will perform such work. For the avoidance of doubt, if
SITA SC elects not to participate in joint purchasing or procurement
with respect to such supplier, SITA SC will not have a right to have
another Equant supplier substituted as a top five (5) Network
equipment supplier of Equant for the purposes of this Clause 9.2.




	 	 	 	 	 
	

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	(e)	 	
SITA SC will defend, indemnify and hold harmless Equant from
any Losses incurred by Equant to the extent due to SITA SC’s (or the
applicable SITA Group Company’s) dealings with any such supplier.
	 
	(f)	 	
Where and to the extent legally possible (including under the
terms and conditions of the relevant contract with a top supplier),
Equant will provide SITA SC with procurement related information,
including copies of the supplier agreements. If Equant is prevented
from providing such copies, Equant will provide such information as
is legally and contractually possible. Where and to the extent
legally possible (including under the terms and conditions of the
relevant contract ) with a top supplier), Equant and SITA SC will
keep each other informed of relevant information at regular
intervals to be agreed with respect to their respective aggregated
purchases under such supplier agreements, and the discounts received
and receivable (in each case including, with respect to SITA SC, the
purchases made and discounts received and receivable with respect to
the SITA Group Companies), and will provide each other with relevant
supporting documentation.
	 
	(g)	 	
Either Party may suggest to the other possible additional
suppliers where such cooperation might be mutually beneficial, and
the Parties may mutually agree, in each’s sole and absolute
discretion, to extend such cooperation in dealings with such
additional suppliers.




	 	 	 
	9.3	 	
Central Purchasing Support




	 	 	 
	(a)	 	
In addition to providing purchasing support for the ICNOs,
Equant will continue to provide central purchasing and procurement
support to assist SITA SC (or the applicable SITA Group Company) to
meet its requirements, during a transition period to last a maximum
of nine (9) months following the Effective Date.
	 
	(b)	 	
Such central purchasing and procurement support will be
provided on the same volumes and to the same quality of service as
at the Effective Date on the basis of [*]. If SITA SC (or the applicable SITA Group Company)
requires additional effort and Equant agrees to provide it, Equant
will advise SITA SC in advance of the extra resources required and,
if SITA wishes to proceed, SITA SC will pay for the incremental
effort at the same rate per FTE as in the immediately preceding
sentence. SITA SC will have the right to instruct Equant to stop
providing all central purchasing support at any time within such
transition period upon two (2) months notice.
	 
	(c)	 	
During such transition period, Equant and SITA SC (or the
applicable SITA Group Company) shall use commercially reasonable
efforts to achieve the transition by the end of such transition
period.




	 	 	 
	9.4	 	
Local Purchasing Support




	 	 	 
	(a)	 	
In addition to providing purchasing and procurement support
for the ICNOs, Equant will continue to provide local purchasing and
procurement support to SITA SC (or the applicable SITA Group
Company) to assist SITA SC (or the applicable SITA Group Company) to
meet its requirements, during a transition period to last a maximum
of nine (9) months.
	 
	(b)	 	
Such support will be provided on the same volumes and to the
same quality of service as at the Effective Date on the basis of
[*]. If SITA SC (or the
applicable SITA Group Company) requires additional effort and Equant
agrees to provide it, Equant will advise SITA SC in advance of the
extra





	 	 	 	 	 
	

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resources required and, if SITA SC wishes to proceed, SITA SC will
pay for the incremental effort at the same rate per FTE. SITA SC
will have the right to instruct Equant to stop providing all local
purchasing support at any time within such transition period upon
two (2) months notice.
	 
	(c)	 	
During such transition period, Equant and SITA SC (or the
applicable SITA Group Company) shall use commercially reasonable
efforts to achieve the transition by the end of such transition
period.




	 	 	 
	9.5	 	
GILDA System Support
	 
	 	 	
The central and local purchasing and procurement support referred to in
Clauses 9.3 and 9.4 will include Equant providing purchasing (including
data management) support for GILDA to the extent necessary for the
purposes of Clauses 9.3 and 9.4.
	 
	9.6	 	
Stock Management
	 
	 	 	
Equant and SITA SC (or the applicable SITA Group Company) will cooperate
in assessing the current stock management situation. If any costs must
be incurred to evaluate the situation, Equant will provide an estimate
such costs, and SITA SC will have the option to proceed or not.
	 
	9.7	 	
Authorisation




	 	 	 
	(a)	 	
In performing purchasing and procurement support under this
Clause 9, Equant shall be entitled to act on requisitions received
from SITA SC (or the applicable SITA Group Company) that contain
authorisation codes that are valid according to the information SITA
SC has provided Equant.
	 
	(b)	 	
SITA SC shall provide Equant with any necessary delegations
of authority in order to perform the purchasing and procurement
services under this Clause 9.




	 	 	 
	10.	 	
OTHER SUPPORT SERVICES TRANSITION
	 
	 	 	
This Clause 10 applies to support services and functions excluding those
(such as General Services, Purchasing and IT Services) for which this
Agreement expressly provides elsewhere for particular transition
arrangements. The Parties recognise that, at the Effective Date, their
support processes are in many instances inter-dependent and agree to
change such processes as soon as commercially reasonable to achieve full
separation or other alternative mutually beneficial arrangements with the
objective of achieving such changes as soon as reasonably practicable and
in no event later than the date nine (9) months following the Effective
Date. Pending such changes, the Parties will continue to support each
other’s reasonable business requirements on the same basis and at levels
equivalent to those undertaken at the Effective Date. Such support
services shall be provided at cost, except that no charge will be made by
Equant where the relevant costs are already included in the “cost base”
for Services provided under the Services Agreement.
	 
	11.	 	
WORKSHOPS
	 
	 	 	
Schedule I (Workshops) is hereby incorporated by reference into this
Agreement as if set forth in full herein.






	 	 	 	 	 
	

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	12.	 	
HUMAN RESOURCES
	 
	12.1	 	
Co-operation with Respect to Staff




	 	 	 
	(a)	 	
SITA SC (or the applicable SITA Group Company) may make
changes with respect to its HR Policies relating to non-Network
Staff that it reasonably believes will not materially affect Network
Staff (including costs associated with such Network Staff) upon
reasonable advance notice to Equant. Equant may make changes with
respect to its P&I relating to HR Policies relating to Network Staff
that it reasonably believes will not materially affect non-Network
Staff of SITA SC (or the applicable SITA Group Company) (including
costs associated with such non-Network Staff) upon reasonably
advance notice to SITA SC (or the applicable SITA Group Company).
If, upon the receipt of a notice as provided above, the Party
receiving the notice believes that the proposed change will
materially adversely Network Staff (in the case of Equant) or
non-Network Staff of SITA SC (in the case of SITA SC or the
applicable SITA Group Company), the receiving Party will promptly
notify the proposing Party in writing of the receiving Party’s
concerns, in which case the proposing Party will not implement the
proposed change(s) until the Parties agree on an approach or the
dispute has been resolved.
	 
	(b)	 	
With respect to any changes to HR Policies that could
reasonably be foreseen to affect both Network Staff and non-Network
Staff of SITA SC (or the applicable SITA Group Company) in a Country
(including the costs associated with such staff), the Parties will
co-operate and consult with each other and agree on any such changes
prior to making them.
	 
	(c)	 	
The Parties agree that the procedures of this Clause 12.1
shall not apply to Instruction Letters issued under Clause 5.4.





	 	 	 
	12.2	 	HR Matters




	 	 	 
	(a)	 	
Equant will provide HR Services as set out in Schedule H.
	 
	(b)	 	
Equant will provide for the continuity of SITA SC statutory
obligations and SITA-Specific activities performed by Network Staff
prior to the Effective Date, as the performance of such obligations
and activities may evolve from time to time through mutual agreement
of the Parties. The Parties may agree special procedures relating
to retention and similar matters from time to time that will apply
to individual Network Staff members as the Parties may designate by
mutual agreement from time to time (but shall not be obliged to do
so).
	 
	(c)	 	
In respect of Network Staff:




	 	 	 
	(i)	 	Equant P&I will cover HR policies to be followed
in respect of Network Staff, and Equant will inform SITA of
those HR actions required to implement such P&I;
	 
	(ii)	 	Through the HR Services Equant will advise and
assist SITA to implement such HR actions; and
	 
	(iii)	 	such HR actions will be implemented through the
seconded staff in accordance with Clause 2 of the HR Services
Arrangement.




	 	 	 
	(d)	 	
If SITA SC reasonably believes either that (i) Equant will or
has taken action with respect to HR policies on behalf of SITA SC
which does not comply with applicable statutory obligations or its
contractual obligations under the HR Arrangement, or that





	 	 	 	 	 
	

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(ii) Equant will or has taken action with respect to HR policies in
an unprofessional manner so as to jeopardise SITA SC’s image,
status and reputation as an employer, SITA SC will notify Equant in
writing of such belief. Such notice will be to sent to the
Equant’s vice president of human resources (or his designee) by
electronic mail or facsimile, in either case with receipt confirmed
by telephone and a copy sent to the head of Equant’s SITA Account
Team (or his designee). SITA SC’s written notice shall include (A)
a description of the relevant circumstances as known to SITA SC,
(B) a copy of supporting written material, if any, and (C) any
specific modifications to the action of which SITA SC is aware at
the time of the notice that SITA SC reasonably believes would
resolve any of SITA SC’s concern with the action.
	 	 	 
	 	(e)	
Within five (5) Business Days (or two (2) Business Days if
SITA SC reasonably believes and designates in its notice that the
matter is urgent) following Equant’s receipt of SITA SC’s notice
pursuant to Clause 12.2(d), either:




	 	 	 	 
	 	(i)	 	
if Equant agrees that the action falls within one
of the categories specified in Clause 12.2(d), Equant shall,
within such five (5) or two (2) Business Day period, as
applicable, (A) notify the SITA SC requestor in writing (by
electronic mail or facsimile, in each case, with receipt
confirmed by telephone and with a copy sent to the SITA SC
General Counsel) that such is the case, and as promptly as
possible (B) either desist from and/or rectify the
consequences of such action or, if the consequences of such
action is incapable of such cure, develop and begin to
implement a plan reasonably designed to mitigate the effects
of the action and, where applicable, prevent such action from
recurring; or
	 	 	 	 
	 	(ii)	 	
if Equant does not agree that the action falls
within one of the categories specified in Clause 12.2(d),
Equant shall notify the SITA SC requestor in writing (by
electronic mail or facsimile, in each case, with receipt
confirmed by telephone and with a copy sent to the SITA SC
General Counsel) specifying the reasons(s) why, based on the
information that it has been able to obtain, within such five
(5) or two (2) Business Day period, as applicable, it believes
such is not the case. With respect to SITA SC’s belief that
the action falls within any of the categories specified in
Clause 12.2(d), Equant shall have the right, within such five
(5) or two (2) Business Day period, as applicable, before
responding to meet in person or by telephone with the head of
SITA SC’s human resources department to discuss SITA SC’s
concerns and shall notify SITA SC that it is so doing.




	 	 	 
	 	(f)	
If Equant does not agree with SITA SC’s categorisation of the
action and sends a notice under Clause 12.2(e)(ii) above, the
dispute will be escalated, within such five (5) or two (2) Business
Day period, as applicable, upon either Party’s request to a meeting
of the Executive Committee (or, in the alternative if the Parties so
mutually agree, to a meeting of the Parties’ Chief Executive
Officers). For extreme emergencies, the Parties agree to accelerate
the timing of the dispute resolution process set forth above as
appropriate under the circumstances. If it is determined that the
action falls under one of the headings and Equant does not promptly
cure or begin to implement diligently a plan to cure, SITA SC will
have the right to intervene with respect to those issues SITA SC
raised under Clause 12.2(d).
	 	 	 
	 	(g)	
Members of the Network Staff will maintain their right to
apply for jobs within other parts of SITA SC or its Affiliates at
any time. SITA SC agrees, however, that it will not actively
solicit any individual member of the Network Staff or any Equant
staff for any other position without Equant’s prior written
approval, to which request for approval Equant shall give reasonable
consideration but may grant or deny in its sole discretion.
Notwithstanding the preceding sentence, SITA SC shall not be
prohibited






	 	 	 	 	 
	

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from engaging in internal and external job postings or otherwise
publicising job openings that are not targeted at any one or more
particular individual members of Network Staff. Equant agrees that
it will not actively solicit any individual member of the
non-Network Staff for any other position without SITA SC’s prior
written approval, to which request for approval SITA SC shall give
reasonable consideration but may grant or deny in its sole and
absolute discretion. Notwithstanding the preceding sentence,
Equant shall not be prohibited from engaging in internal and
external job postings or otherwise publicising job openings that
are not targeted at any one or more particular individual members
of non-Network SITA SC staff.
	 	 	 
	 	(h)	
SITA SC shall not withdraw any member of the Network Staff
from their then current position without first consulting with
Equant and obtaining Equant’s approval, to which SITA SC request
Equant shall give reasonable consideration but may grant or deny in
its sole and absolute discretion. Any agreed transfer will be
conducted in accordance with a mutually agreed plan to transfer the
relevant individual’s responsibilities to a successor.
	 	 	 
	 	(i)	
Where, pursuant to P&I, Equant advises SITA SC to make any
Network Staff redundant, Equant will provide reasonable advanced
notice so as to enable SITA SC to, in its sole and absolute
discretion, re-deploy such employees to non-Network SITA SC
activities.
	 	 	 
	 	(j)	
If SITA SC’s compliance with Equant P&I relating to Network
Staff leads to such Network Staff being made redundant, Equant will
reimburse SITA SC’s redundancy costs, in accordance with agreed
redundancy policies. However, if SITA SC redeploys any such
employees Equant will not be responsible for any redundancy costs
associated with such staff.
	 	 	 
	 	(k)	
Where the Parties deem it advisable or necessary, a
Country-specific agreement based on Schedule H may be developed and
executed by the Parties in respect of a particular Country. The
Country-specific agreement will set forth the terms and conditions
of the HR Services pertinent to such Country and will only include
changes from the terms and conditions of Schedule H as are advisable
to conform with local law or custom as mutually agreed.
Notwithstanding anything to the contrary in this Agreement or a
Country-specific HR Services agreement, the Parties agree that a
Country-specific HR Services agreement may not create any
obligations or liabilities on the part of either Party (including,
as applicable, a SITA Group Company) that are in addition to or
different from the obligations and liabilities of such Party as
specified in this Agreement unless the Parties execute
simultaneously with the execution of such a Country-specific HR
Services agreement a separate written amendment to this Agreement
that specifically states the ways in which this Agreement is being
amended with respect to such Country-specific HR Services agreement.
The modifications made to this Agreement by any such amendment
shall be effective only with respect to the Country-specific HR
Services agreement to which it relates. The Parties expressly agree
that, unless such an amendment specifically provides otherwise, all
Claims by a Party against the other Party (including, in either
case, the applicable SITA Group Company) under a Country-specific HR
Services agreement will be brought under this Agreement and will be
subject to all applicable terms and conditions of this Agreement
(including as applicable limitations and exclusions of liability,
indemnification procedures, dispute resolution processes and
applicable law).





	 	 	 	 	 
	

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	12.3	 	
Indemnification for HR Claims




	 	 	 
	 	(a)	
Equant will indemnify, defend and hold harmless SITA SC (or the applicable SITA Group Company)
against any Losses incurred by SITA SC to the extent due to any acts
or omissions of Equant in relation to the HR Services which Equant
provides under this Agreement, including:




	 	 	 	 
	 	(i)	 	
acts or omissions with respect to statutory
bodies or governmental authorities; and
	 	 	 	 
	 	(ii)	 	
claims brought by Network Staff to the extent
based on acts or omissions that occurred after the Effective
Date.




	 	 	 
	 	(b)	
Any Losses arising from claims brought by Network Staff
against a Party to the extent due to acts or omissions that occurred
after 2 October 1995 but prior to the Effective Date, will be cost
shared by the Parties according to the percentages applicable
pursuant to the JV Agreement at the time of the acts or omissions
giving rise to the claim.
	 	 	 
	 	(c)	
SITA SC will indemnify, defend and hold harmless Equant from
Losses incurred by Equant to the extent due to claims brought
against Equant by Network Staff for acts or omissions that occurred
prior to 2 October 1995.




	 	 	 	 	 
	12.4	 	Claims brought by Transferred Network Staff
	 	 	 	 	 
	 	 	(a)	 	Any Losses arising from claims brought by transferred Network
Staff to the extent due to acts or omissions of either Party that
occurred after 2 October 1995 but prior to the Effective Date will
be shared equally by the Parties.
	 
	 	 	
(b)
	 	SITA SC will indemnify, defend and hold harmless Equant from
any Losses incurred by Equant arising from claims brought by
transferred Network Staff to the extent due to acts or omissions of
SITA SC that occurred prior to 2 October 1995.
	 
	 	 	
(c)
	 	Equant will indemnify, defend and hold harmless SITA SC for
any Losses incurred by SITA SC arising from claims brought by
transferred Network Staff to the extent due to acts or omissions of
Equant that occur after the Effective Date.




	 	 	 
	13.	
PREMISES MATTERS
	 	 	 
	13.1	
General




	 	 	 	 
	 	(a)	 	
As of the Effective Date, the Parties will co-operate in
respect of their use of Space as set forth in this Clause 13.1.
	 	 	 	 
	 	(b)	 	
As soon as reasonably practicable after the Effective Date,
the Parties will mutually develop and agree the initial version of
the Master Premises Plan for the use by Equant and/or SITA SC. As
part of developing the Master Premises Plan, the Parties will
assemble a repository of all pertinent information relating to
leases for Network Space. The Parties will update the Master
Premises Plan from time to time as necessary. The Master Premises
Plan will set forth a prioritisation schedule for altering the
facilities arrangements and will include policies regarding the
separation of SITA Specific Staff from Equant and/or Network Staff
(where applicable), notice periods in respect of changes of
utilisation of Space (which shall apply to a site only until the
Site Specific Arrangement for such site has been executed) and the
terms for Equant’s and/or SITA SC’s use of Network Space identified
by Equant pursuant to Clause 13.1(d).






	 	 	 	 	 
	

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	 	(c)	
The Master Premises Plan will serve as a framework for
formalising site-specific arrangements between the Parties. The
Parties will agree in writing on the specific arrangements to apply
at each site (the “Site Specific Arrangements”) as soon as
reasonably practicable after the Effective Date. Site Specific
Arrangements must be in writing and signed by the head of each
Party’s department responsible for premises (or a direct report of
such individual designated for such purposes) to be effective.
	 	 	 
	 	(d)	
As part of developing the Master Premises Plan, Equant will
identify and inform SITA SC of any Network Space that Equant intends
that either Equant staff or Network Staff will use in accordance
with P&I following the Effective Date. Such Network Space will be
categorised as to whether it is Exclusive Space or Shared Space, and
whether it is leased from a third party (“Leased Space”) or owned by
SITA SC (or an applicable SITA Group Company) (“SITA-Owned Space”).
The usage of Exclusive Space will be governed by Clause 13.2 and the
usage of Shared Space by Clause 13.3.
	 	 	 
	 	(e)	
The Parties agree that, with respect to each Leased Space,
each Party will be responsible for its proportionate share of the
lease and General Services costs for the remainder of the term of
the lease unless the Parties mutually agree otherwise on a
case-by-case basis with each Leased Space.
	 	 	 
	 	(f)	
This Clause 13.1(f) applies with respect to Space prior to
the Parties entering into a Site Specific Arrangement for such
Space. Both Parties will co-operate regarding any suggested changes
in their use of such Space taking into account each other’s plans
and respective requirement regarding the Space in question. In the
event that either Party proposes to make a material change to the
then-current arrangements to Space which would affect the other
Party (including, for the avoidance of doubt, any lease surrender,
expiry, renewal or extension, any new lease or any proposed purchase
or disposal of owned real property) or any proposals to expand or
reduce the use of the space it uses, such proposing Party will
provide reasonable written notice to the other Party in advance of
such proposed changes. The other Party shall have thirty (30) days
following receipt of such written notice in which to review and
comment on such proposed changes. If the other Party does not
respond within thirty (30) days, or if agreement has not been
reached within sixty (60) days, following the date of the proposing
Party’s notice, the request will be escalated to the Executive
Committee. Except as provided in this Clause 13.1(f), neither Party
may initiate any change with respect to space that will adversely
affect the other Party without the written Consent of the other
Party or as expressly provided in the applicable Site Specific
Arrangement until the end of the lease or equivalent agreement.
	 	 	 
	 	(g)	
If a Party proposes to expand or reduce its utilisation of
Space other than upon expiration or termination of a lease and this
results in the relocation of the other Party pursuant to this Clause
13, then the proposing Party will be responsible for the other
Party’s reasonable resulting relocation and other associated costs,
unless mutually agreed otherwise.
	 	 	 
	 	(h)	
As used below, “Premises Rental Amount” will mean:




	 	 	 	 
	 	(i)	 	
with respect to Leased Space, the proportion that
the Network Space or the space used by a Party, as applicable,
at a facility or a premise bears to the total Leased Space
(excluding common areas) in such building multiplied by the
actual amount incurred by the Party that is the lessee in
respect of the applicable time period for the total Leased
Space; or
	 	 	 	 
	 	(ii)	 	
with respect to Network Space which is SITA-Owned
Space, the then-current open market rent applicable to such
Network Space. Following the Effective





	 	 	 	 	 
	

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Date until the market rate has been agreed with respect to a
SITA-Owned Space, Equant will continue to pay the amount it
paid immediately prior to the Effective Date with respect to
such Space and, once the market rate for such Space has been
agreed, Equant will ‘true up’ for any shortfall for the
intervening time.




	 	 	 
	13.2	 	
Exclusive Space




	 	 	 	 
	 	(a)	 	
Leased Space




	 	 	 	 
	 	(i)	 	
Pre-Transfer
	 	 	 	 
	 	 	 	
For Leased Space which is Exclusive Space prior to a Network
Transfer:




	 	 	 	 
	 	(A)	 	
SITA SC (or the applicable SITA
Group Company) and Equant will agree to terms whereby
such Network Space will be used by Network Staff for
the term of the underlying lease, unless the Parties
agree to some other period. SITA SC shall include on
the Statement of Costs the Premises Rental Amount for
such space.
	 	 	 	 
	 	(B)	 	
Equant will provide SITA SC with
P&I relating to the administration of underlying
leases, including lease extensions, renewals,
cancellations or replacement leases, and SITA SC (or
the applicable SITA Group Company) will follow such
P&I.




	 	 	 	 
	 	(ii)	 	
Post-Transfer
	 	 	 	 
	 	 	 	
For Leased Space which is Exclusive Space, where legally
possible and commercially reasonable SITA SC (or the
applicable SITA Group Company) will transfer the underlying
lease for such Network Space promptly following the Network
Transfer. If it is not possible to transfer such underlying
lease, SITA SC will sublet such Network Space to Equant on
the same terms and conditions as the underlying lease where
legally possible and commercially reasonable. If neither of
the foregoing are legally possible or commercially
reasonable, SITA SC (or the applicable SITA Group Company)
and Equant will use commercially reasonable efforts to
either (1) amend such lease to allow such assignment or
sub-lease or (2) find alternative arrangements pursuant to
which Equant may use such Network Space for the term of the
underlying lease, unless the Parties agree to some other
period. Upon the expiration of the underlying lease, Equant
will be solely responsible for extending, renewing or
replacing the underlying lease. Whether pursuant to a
lease, sublease or other arrangement, Equant will be charged
the Premises Rental Amount for such Network Space.
	 	 	 	 
	 	(iii)	 	
General
	 	 	 	 
	 	 	 	
Where possible under the applicable lease, Equant will have
the right to sub-let any portion of such Leased Space to a
third party of reasonable business standing, taking into
account the Parties’ use of the remaining Leased Space.




	 	 	 	 
	 	(b)	 	
SITA-Owned Space
	 	 	 	 
	 	 	 	
The following provisions apply to SITA-Owned Space used exclusively
by Network Staff, either prior to or after the relevant Network
Transfer (or both, as applicable)




	 	 	 	 
	 	(i)	 	
The Parties will agree, on a case-by-case basis,
on the Premises Rental Amount in accordance with Clause
13.1(h)(ii) and the term for which Equant will commit to use
such Network Space as well as any extension options and




	 	 	 	 	 
	

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other terms relevant to such Network Space, which the
Parties will reflect in the applicable Site Specific
Arrangement. In any event, if the Parties have not agreed
to such terms, SITA SC will give Equant written notice of
any expiration or termination of Equant’s right to use any
such Network Space at least two (2) years if such Network
Space houses a Network node and nine (9) months in other
cases, unless mutually agreed otherwise.
	 	 	 	 
	 	(ii)	 	
SITA SC (or the applicable SITA Group Company)
will include the Premises Rental Amount for such Network Space
on the Statement of Costs or will charge Equant the Premises
Rental Amount for such Network Space.
	 	 	 	 
	 	(iii)	 	
If SITA SC (or the applicable SITA Group
Company) intends at any time prior to the Network Transfer in
the relevant Country to sell a SITA-Owned Space, SITA SC will
notify Equant to such effect. If SITA SC receives an offer
for the purchase of such SITA-Owned Space from a third party
that it intends to accept, then prior to entering into a
definitive, binding agreement for such sale SITA SC will give
Equant thirty (30) days advance written notice of the intended
sale and Equant will have a right of first refusal to acquire
such space on the same terms as have been agreed with the
third party within such time. If Equant does not exercise its
right of first refusal with respect to such SITA-Owned Space,
SITA SC agrees that the sales agreement with the third party
will provide that the third party will honour the terms of the
then-current Site Specific Arrangement (or, if there is no
Site Specific Arrangement, the minimum occupancy term
specified in Clause 13.2(b)(i) and that Equant will pay the
Premises Rental Amount for such term).
	 	 	 	 
	 	(iv)	 	
If such Network Space becomes surplus to Equant’s
requirements, Equant shall first give SITA the right to
re-occupy such surplus Space and then will have the right to
sub-let any remaining portion of such Network Space to a third
party of reasonable business standing, taking into account the
Parties’ use of the remaining Leased Space.




	 	 	 
	13.3	 	
Shared Space




	 	 	 	 
	 	(a)	 	
General




	 	 	 	 
	 	(i)	 	
Except as provided otherwise in Clause
13.3(a)(ii), whichever Party occupies the majority of Shared
Space forming a Separate Facility will have General Services
management responsibility for such space, unless otherwise
mutually agreed.
	 	 	 	 
	 	(ii)	 	
Notwithstanding Clause 13.3(a)(i) above, in the
following Shared Spaces, SITA SC will have General Services
responsibility: LHR, QIF, SIN, YUL, PAR 112, BEY and GVA
(such sites together, the “SITA Corporate Sites”). Where part of a
SITA Corporate Site is occupied by Network Staff or Equant and
the General Services can commercially reasonably be operated
independently, then Equant will have the right to assume the
General Services responsibility for that part of the SITA
Corporate Site.
	 	 	 	 
	 	(iii)	 	
The Party that has General Services
responsibility for each Shared Space (except as specified in
Clause 13.3(a)(ii)) will charge the other Party, pro rata
based on the percentage of such space each Party occupies, for
(1) all reasonable General Services and other facilities
costs, and (2) the reasonable overhead costs incurred in
respect of such General Services and other facilities
costs. Where the Party with General Services
responsibility provides General Services or incurs premises
costs related




	 	 	 	 	 
	

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solely to the other Party (including in respect of Equant,
costs related to all Network Space), the other Party shall
be recharged with all such costs. Where the Party with
General Services responsibility provides General Services
or incurs premises costs which it utilises solely
itself (which in respect of SITA shall mean solely in
respect of non-Network Space), no such costs will be
recharged to the other Party.
	 	 	 	 
	 	(iv)	 	
In Shared Space, the General Services
will include the provision of general support services
including, as appropriate:




	 	 	 	 
	 	(A)	 	
space planning and provisioning,
including, where legally possible, the display of the
other Parties’ branding, as commercially reasonable;
	 	 	 	 
	 	(B)	 	
site maintenance and logistics,
including management of the local purchasing
arrangements;
	 	 	 	 
	 	(C)	 	
health, safety and security
management, including commitments to comply with local
law and regulations;
	 	 	 	 
	 	(D)	 	
reception and mail services;
	 	 	 	 
	 	(E)	 	
provision of telephone services; and
	 	 	 	 
	 	(F)	 	
travel and mission support
(including the arrangement of travel insurance) for the
employees of the other Party at that site.




	 	 	 	 
	 	 	 	
The Parties will mutually agree for each site the additional
services to be provided at such site, the Party that will be
responsible for providing such services (either itself or
through third parties), and the terms on which such services
will be provided. The Parties will agree and put in place a
process for tracking and allocating the cost of such
services between the Parties.
	 	 	 	 
	 	(v)	 	
The Party with facility management responsibility
for a Shared Space will respond to requests from employees of
the other Party using that Shared Space as if they were
employees of the Party with such responsibility and shall
otherwise treat such employees in a commercially reasonable
manner given the nature of the space and other relevant
details related to the space and any particular situation.
	 	 	 	 
	 	(vi)	 	
Each Party will have the right, in a Shared Space
facilities managed by the other Party, upon reasonable notice
to such other Party, to review any records documenting the
provision of the facility management services in that Shared
Space.




	 	 	 	 
	 	(b)	 	
Shared Leased Space




	 	 	 	 
	 	(i)	 	
The Network Space portion of such Shared Leased
Space will be subject to the provisions of Clause 13.2(a)(i)
prior to the applicable Network Transfer, and subject to
Clause 13.2(a)(ii) following the applicable Network Transfer.
	 	 	 	 
	 	(ii)	 	
In addition to the requirement of Clause 13.1(e),
if either Party decides that it will no longer use all of its
portion of any particular Shared Space, such Party will
promptly notify the other Party in writing, and the other
Party will be given the first option to take such space. In
any event each Party will continue to be responsible for the
costs of its portion of such Leased Space through the end of
the then current underlying lease, unless otherwise mutually
agreed. Each Party will use commercially reasonable efforts
to minimise the cost to the Parties of such Network Space and
will provide such information, co-operation and assistance as
is reasonably requested by the other Party with regard to such
Network Space, including, where agreed by both Parties,
terminating or sub-letting such lease. Where permitted by the





	 	 	 	 	 
	

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applicable lease, both Parties will have the right to sublet
their respective surplus portions of such Space to third
parties of reasonable business standing, taking into account
the Parties’ use of the remaining Leased Space.




	 	 	 	 
	 	(c)	 	
Shared SITA-Owned Space




	 	 	 	 
	 	(i)	 	
The Network Space portion of SITA-Owned Space
will be subject to the provisions of Clause 13.2(b).
	 	 	 	 
	 	(ii)	 	
In addition to the requirement of Clause 13.1(e),
if either Party decides that it will no longer use all of its
portion of the any particular Shared Space, such Party will
promptly notify the other Party in writing, and the other
Party will have the first option to take such space. In any
event Equant will continue to be responsible for the costs of
its portion of such Shared Space through the end of the then
current lease or agreement with SITA SC, unless otherwise
mutually agreed. Each Party will use commercially reasonable
efforts to minimise the cost to the Parties of such Network
Space and will provide such information, co-operation and
assistance as is reasonably requested by the other Party with
regard to such Network Space, including, where agreed by both
Parties, terminating or sub-letting such lease. Equant will
have the right to sublet any portion of such Network Space to
a third party of reasonable business standing, taking into
account the Parties’ use of the remaining Leased Space.




	 	 	 
	14.	 	
JV AGREEMENT
	 	 	 
	 	 	
The JV Agreement is terminated by separate Instrument. However,
notwithstanding the termination of the JV Agreement, the Parties will
continue to apply the cost-sharing rules of the JV Agreement where
indicated in this Agreement.
	 	 	 
	15.	 	
SITA ICNO COSTS AND COST SHARED COSTS
	 	 	 
	15.1	 	
SITA ICNO Costs




	 	 	 	 
	 	(a)	 	
Equant provides SITA SC with global Network Services in
accordance with the Services Agreement and in connection therewith,
Equant provides P&I in respect of SITA In-Country Network
Operations. Equant agrees to become responsible to SITA SC for all
costs which SITA SC (or the applicable SITA Group Company) incurs in
conducting its In-Country Network Operations (the “SITA ICNO
Costs”). Each month, SITA SC shall calculate the SITA ICNO Costs in
the relevant local currency for that month and shall convert such
costs to U.S. dollars at an embedded foreign exchange rate for that
month, which rate shall be the Preceding Month-End Exchange Rate.
Equant shall fund such SITA ICNO Costs at the same embedded exchange
rate.
	 	 	 	 
	 	(b)	 	
Statement of SITA ICNO Costs




	 	 	 	 
	 	(i)	 	
On the third (3rd) Business Day following each
month-end close or such other time as mutually agreed by the
Parties, SITA SC will




	 	 	 	 
	 	(A)	 	
provide Equant with a statement of
the amount of the SITA ICNO Costs for each Country for
the previous month calculated in accordance with Clause
15.1(a) above (the “Statement of Costs”), and





	 	 	 	 	 
	

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	 	(B)	 	
confirm that, to its reasonable
knowledge, such Statement of Costs accurately
represents the actual SITA ICNO Costs excluding all
other costs.




	 	 	 	 
	 	(ii)	 	
Equant may raise any questions regarding any
Statement of Costs with the SITA accountants responsible for
the accounts of the applicable Country and/or the SITA central
or regional accountants. Such accountants will respond to any
such enquiry within a commercially reasonable period. If such
questions are to the local accountants and are in writing,
then Equant shall send a copy of the questions to such local
accountant’s regional controller.




	 	 	 	 
	 	(c)	 	
Treatment of Disputed Amounts and Errors




	 	 	 	 
	 	(i)	 	
If Equant disputes in good faith any amount on a
Statement of Costs, then Equant shall provide prompt written
notice to SITA SC, explaining in reasonable detail the nature
of the dispute and attaching appropriate supporting
documentation. After such written notice has been delivered,
Equant may withhold from its funding for the month following
the period covered by such Statement of Costs an amount equal
to such disputed amount until the dispute is resolved. If it
is determined that the contested amount is a SITA ICNO Cost,
Equant will promptly provide the funds withheld together with
interest thereon calculated at a rate equal to the Agreed
Interest from the due date of such funds to the date on which
they are paid. The Parties will use commercially reasonable
efforts to solve such disputes as soon as possible.
	 
	 	(ii)	 	
If, prior to the Network Transfer in a Country,
SITA SC or Equant discovers, whether as a result of Clause
15.1(c)(i) above or otherwise, that a cost was incorrectly
included or incorrectly excluded from any Statement of Costs
in respect of that Country, then such error shall be corrected
on the following Statement of Costs provided to Equant for the
Country concerned and the funding shall be adjusted as
appropriate.
	 
	 	(iii)	 	
For up to twelve (12) months following a Network
Transfer, either Party shall have the right, once within such
twelve (12) months, to raise issues with respect to any cost
(i) which has been incorrectly included or incorrectly
excluded from any Statement of Costs during the five (5) years
prior to such Network Transfer, and (ii) for single costs
which each amounts to at least U.S. $1,000 (for which purpose
a series of repeated errors of the same nature with the same
supplier shall be treated in the aggregate as a single cost).
Equant shall have the right to perform one (1) audit of SITA
SC’s accounting records relating to the relevant former ICNO
during such twelve (12) months for this purpose. Any amount
so over- or under-funded by Equant shall be paid or repaid, as
applicable, as set out below:




	 	 	 	 
	 	(A)	 	
The costs or the portion thereof,
which either Party incorrectly bore for any period
prior to the Effective Date, whether pursuant to the JV
Agreement or otherwise, will be reimbursed pursuant to
the JV Agreement applying the cost sharing ratios
applicable to the time period(s) in respect of which
such costs or expenses (including any associated
interest, penalties and the like) relate.
	 
	 	(B)	 	
For any period after the Effective
Date, any costs which are not SITA ICNO Costs
incorrectly paid by Equant will be reimbursed by SITA
SC and, subject to Clause 15.1(d) below, any SITA ICNO
Costs not charged to Equant will be paid by Equant.




	 	 	 	 	 
	

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	 	(d)	 	
In addition, either Party may have additional rights to make
claims as expressly set forth in this Agreement (e.g., under Clauses
12.3, 12.4 and 16.4(e)).Where the aggregate SITA ICNO Costs excluded
from the Statements of Costs for a prior accounting period is
material (it being understood that for purposes of this Clause
15.1(d), “material” shall be defined in accordance with Equant’s
materiality level for adjustment of costs, as set by Equant’s
independent auditors for the relevant accounting period), and such
errors were not corrected within the cut-off date for the acceptance
of central audit adjustments for Equant’s accounts for the year
concerned, then such ICNO Costs will not be paid by Equant to SITA
SC under Clause 15.1(c)(iii) above, to the extent that such errors
were due to staff of SITA SC which are not Network Staff, including
the accountants of SITA SC.
	 
	 	(e)	 	
SITA ICNO Costs
	 
	 	 	 	
The SITA ICNO Costs shall be net of any relevant credits or rebates
and shall include, as applicable:




	 	 	 	 
	 	(i)	 	
Network Access Circuit costs;
	 
	 	(ii)	 	
depreciation, rental and maintenance costs in
respect of applicable Network Access Equipment;
	 
	 	(iii)	 	
employment costs of Network Staff;
	 
	 	(iv)	 	
other circuits and other PTT costs, including
international and domestic circuit costs;
	 
	 	(v)	 	
rental and maintenance costs for Network Assets;
	 
	 	(vi)	 	
Premises Rental Amounts;
	 
	 	(vii)	 	
other building infrastructure and General
Services expenses incurred by SITA in accordance with the
principles set out in Clause 13;
	 
	 	(viii)	 	
depreciation and Agreed Interest on Network Assets and
Intangible Network Resources (including all capitalised
development costs), including, in the case of assets destroyed
or damaged, the remaining net book value of such assets (less
the amounts of the insurance proceeds, if any, received by the
applicable SITA Group Company in respect of such destruction
or damage);
	 
	 	(ix)	 	
insurance costs with respect to In-Country
Network Operations up to insurance levels approved by Equant
pursuant to the Equant P&I under Clause 5, including
employee-related insurance (e.g., workers’ compensation, and
travel insurance) and insurance on Network Assets.
	 
	 	(x)	 	
audit, accountancy, legal, tax and other fees of
external advisors and other central costs incurred by SITA SC
(or the applicable SITA Group Company) relating to the
In-Country Network Operations, in addition to those costs
covered by Clauses 15.1(e)(xii) and 15.1(e)(xiii) below.
Where such fees or costs are commissioned by non-Network Staff
and are to be submitted as SITA ICNO Costs, SITA SC will
obtain Equant’s prior written approval before incurring any
such costs. SITA SC will provide Equant with reasonably
sufficient information at the time of such a request for
approval so as to permit Equant to make an informed decision,
with such request being made reasonably in advance of the
requirement to incur the relevant costs. If SITA SC fails to
meet the notice provisions set out in this paragraph (x), the
Parties may agree that such costs be included in SITA ICNO
Costs;
	 
	 	(xi)	 	
costs and expenses of ICNO accounting functions
apportioned to ICNO activity according to the estimated time
dedicated to ICNO activity as a percentage of ICNO activity
and SITA Specific Activity, which time estimate







	 	 	 	 	 
	

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shall be calculated as follows unless the Parties otherwise
mutually agree: (1) the total costs of the local
accountants of SITA SC (or the applicable Group Company)
will be allocated amongst the following functions in the
following percentages:




	 	 	 	 
	 	(A)	 	
[*] with
respect to access circuits,
	 
	 	(B)	 	
[*] with respect
to number of staff,
	 
	 	(C)	 	
[*] with respect
to the net book value of assets, and
	 
	 	(D)	 	
[*] with
respect to monthly costs;




	 	 	 	 
	 	 	 	
(2) Equant and SITA SC shall share the costs and expenses of
each such function according to the relative percentage of
the items associated with each function (i.e., access
circuits, staff, net book value of assets, and monthly
costs) attributable to Equant or SITA SC (or the applicable
SITA Group Company) for the applicable ICNO; provided,
however that the costs of access circuits will be excluded
from the ICNO’s monthly costs for the purposes of Clause
15.1(e)(xi)(1)(D) above.



	 	 	 	 
	 	(xii)	 	
regulatory and non-recoverable tax costs, which




	 	 	 	 
	 	(A)	 	
will be allocated 100% to SITA ICNO
Costs if they are exclusively related to the In-Country
Network Operations,
	 
	 	(B)	 	
if such costs are not exclusively
related to the In-Country Network Operations, will be
allocated to the Network Operations as SITA ICNO Costs
according to the proportion that the relevant turnover
of In-Country Network Operations bears to the total
turnover of In-Country Network Operations and SITA
Specific Activities in such Country, or
	 
	 	(C)	 	
if a different method is agreed by
Parties, will be allocated in accordance with such
method;




	 	 	 	 
	 	(xiii)	 	
a monthly allowance for each Country for:




	 	 	 	 
	 	(A)	 	
support for human resources (as
agreed between the Parties from time to time);
	 
	 	(B)	 	
general IT and systems support (if
any) provided by SITA SC (or the applicable SITA Group
Company); and
	 
	 	(C)	 	
General Services as agreed between
the Parties in accordance with the principles set forth
in Clause 13 provided by SITA SC (or the applicable
SITA Group Company) to In-Country Network Operations.




	 	 	 	 
	 	 	 	
Each such Set Amount for each Country may be updated once a
year by the Parties according to the latest available
information, but otherwise shall not be changed until the
Network Transfer for the Country concerned has occurred.
Following the Network Transfer, SITA SC shall cease charging
any such flat fee for such Country thereafter;
	 
	 	(xiv)	 	
a monthly set amount (the “Set Amount”) for the
financial, administrative and other regional and central
support provided by SITA SC (or the applicable SITA Group
Company) to In-Country Network Operations, with such Set
Amount being one of four (4) levels (large, medium, small and
very small) calculated according to the size of the Network
Operations as specified in (and pursuant to the terms and
conditions set forth in) Schedule D. Such Set Amount shall
cover the following costs:




	 	 	 	 	 
	

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	 	(A)	 	
regional and central accounting and
treasury costs;
	 
	 	(B)	 	
legal, regulatory and other
support; and
	 
	 	(C)	 	
accounting systems support for
In-Country Network Operations (e.g., SITA SUN,
including the central system)
	 
	 	
The Set Amount for each Country may be updated once a year
by the Parties according to the latest available
information, but otherwise shall not be changed until the
Network Transfer for the Country concerned has occurred.
Following the Network Transfer, SITA SC shall charge the
applicable amounts specified in Clauses 4.6(b)(iii)(D) and
4.6(b)(iii)(E) until all remaining Other Network Resources
have been transferred in such Country and will cease
including any such Set Amount for such Country thereafter;




	 	 	 	 
	 	(xv)	 	
costs charged by Equant to SITA SC (or the
applicable SITA Group Company) for services provided in
respect of In-Country Network Operations; and
	 
	 	(xvi)	 	
local bank charges, interest costs (net of
interest income), and foreign exchange differences related to
invoices accounted for in the In-Country Network Operations
which are accounted for in a currency other than the
applicable local currency.




	 	 	 	 
	 	(f)	 	
Preparation of Budgets and Approval of Expenses




	 	 	 	 
	 	(i)	 	
Equant shall provide policies, procedures and
guidance on the preparation of the budget for each Country’s
Network Operations. The SITA SC local accountants will
provide support to local management in the preparation of the
budget and explaining variances between budgets and actuals,
insofar as they have the information to do so.
	 
	 	(ii)	 	
SITA SC’s accountants will not pay any invoice or
disbursement unless properly authorised by Network Staff or by
Equant, it being understood that Network Staff will be fully
responsible in accordance with Equant P&I for maintaining and
managing the relationship with all suppliers in connection
with In-Country Network Operations.




	 	 	 	 
	 	(g)	 	
Accounting Policies and Procedures for SITA ICNO Costs
	 
	 	 	 	
Equant will advise SITA SC on appropriate accounting policies and
procedures for In-Country Network Operations in accordance with
current U.S. GAAP or Equant corporate rules, and SITA SC shall
observe such policies and procedures provided that where (i) such
policies and procedures are not in conformity with the applicable
statutory requirements of SITA SC, SITA SC will retain its current
methodology and will prepare the Statements of Costs pursuant to
Clause 15.1 accordingly, and Equant may, in its sole and absolute
discretion, apply adjustments in its books and records to ensure
that the recharge is consistent with Equant’s accounting policies
and procedures; or (ii) such policies and/or procedures would
require SITA SC to change its policies and procedures to conform to
those of Equant, and such a change would be reasonably likely to
have a material effect on the accounts of SITA SC (or the
applicable SITA Group Company) (it being understood that for
purposes of this Clause 15.1(g), “material” shall be defined in
accordance with SITA SC’s materiality levels, as set by SITA SC’s
independent auditors for the relevant accounting period) in respect
of its other activities, the chief financial officers of Equant and
SITA SC will discuss and agree the appropriate policy and/or
procedure to adopt. If SITA is required to change its policies and
procedures as a result of this clause, the Parties will agree a
reasonable period for such changes to be introduced





	 	 	 	 	 
	

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and a budget for doing so and the costs incurred under such budget
will be reimbursed to SITA SC by Equant.
	 
	 	 	 	
In respect of particular accounting policies:




	 	 	 	 
	 	(i)	 	
The Parties agree that the current policy of
accruing holiday provisions on a straight line basis will
continue for the time being, until such time as Equant chooses
to change it, in which case Equant will provide a documented
process and the data required.
	 
	 	(ii)	 	
In the event that any change in accounting
policies relating to pensions, end of service indemnities, or
post retirement benefit schemes is requested by Equant, and
this change causes an increased or decreased cost to SITA SC
(including for the avoidance of doubt any change to the
current U.S. GAAP policies to amortise forward any unaccrued
costs in respect of pensions, end of service indemnities or
post retirement benefit schemes), then SITA SC shall either be
reimbursed for or shall refund to Equant such increased or
decreased costs, respectively, under the following principles:




	 	 	 	 
	 	(A)	 	
Any differences between the
liabilities based on “point in time valuations” as of
the Effective Date as compared with costs accrued as of
the Effective Date shall be borne in accordance with
the JV Agreement; it being understood that all costs
and expenses incurred by SITA SC in connection with the
process of calculating such differences shall be deemed
SITA ICNO Costs pursuant to Clause 15.1(e).
	 
	 	(B)	 	
All costs incurred in respect of
time periods after the Effective Date will be borne by
Equant pursuant to Clause 15.1.




	 	 	 	 
	 	(h)	 	
If SITA SC fails to comply with Equant’s policies and
procedures provided under Clause 15.1(g) above, except with respect
to those matters set forth in Clauses 15.1(g)(i) and 15.1(g)(ii),
Equant shall (if it seeks to remedy such failure) promptly notify
SITA SC of such failure to comply, and shall allow SITA SC thirty
(30) days in which to cure such failure. If SITA SC fails to cure
such failure within such thirty (30) day period, then Equant will
have the right to withhold twenty percent (20%) of the funding due
under Clause 15.1(i) for SITA ICNO Costs excluding all circuits
costs for the relevant Country, it being understood that such
withholding right shall not apply to large Countries as set forth in
Section 1 of Schedule C until 1st October 2001 but in any event will
not apply to France. Once SITA SC has cured the failure, Equant
will make payment of any amounts withheld within two (2) days
following receipt of appropriate evidence of such cure. If SITA SC
disputes the basis on which Equant is withholding such funds, the
matter will be referred to a mutually agreed external accountant for
consideration, acting as expert and not as arbitrator. The Party
who does not prevail will pay the fees of such accountant this
purpose. If the dispute is not resolved within thirty (30) days
following referral to such accountant, the dispute will be referred
for resolution first to the Parties’ chief financial officers and,
then if applicable, pursuant to Clause 8 of the Strategic
Relationship Umbrella Agreement. If it is determined that such
funds should not have been withheld by Equant, Equant will make
payment of such amounts withheld within two (2) days of such
determination.




	 	 	 	 
	 	(i)	 	
As from 1 November 2001, if such a failure to
cure occurs with respect to the ICNO in France before the
Network Transfer in France is completed and Equant gives SITA
SC (or the applicable SITA Group Company) written notice of
such failure, SITA SC (or the applicable SITA Group Company)
agrees that SITA SC (or the applicable SITA Group Company)
will, with






	 	 	 	 	 
	

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Equant’s assistance, within thirty (30) days following such
notice, develop and submit for Equant’s Consent a plan to
cure such failure and will, also with Equant’s assistance,
diligently execute the cure plan. If there is not an agreed
plan within such thirty (30) days (provided Equant has
supplied the assistance required under the previous sentence
in a timely fashion and has not withheld its Consent
unreasonably), then Equant will have the right to withhold
ten percent (10%) of the funding due under Clause 15.1(i)
for the France SITA ICNO Costs excluding all circuits costs
until such a plan has been agreed. If SITA SC (or the
applicable SITA Group Company) does not diligently execute
the agreed plan, then Equant may give SITA SC a notice to
such effect. If SITA SC (or the applicable SITA Group
Company) does not commence to diligently execute the plan
within fourteen (14) days following such notice, Equant will
have the right to withhold ten percent (10%) of the funding
for the France SITA ICNO Costs excluding all circuits costs
until SITA SC does come to diligently perform the agreed
plan.




	 	 	 	 
	 	(i)	 	
Treasury Mechanics
	 
	 	 	 	
The treasury mechanics for funding of the SITA ICNO Costs shall
operate as follows:




	 	 	 	 
	 	(i)	 	
SITA SC will submit to Equant for Equant’s review
and approval forecasted ready money needs for each month at
the beginning of such month. The forecasts will be broken
down by Country and by week. Equant will review and modify
the forecasts as appropriate in Equant’s judgement. Equant
will provide funds to satisfy such ready money needs and
directions to SITA SC for the timing and allocation of
disbursements.
	 
	 	(ii)	 	
On the Statement of Costs, SITA SC shall show the
difference between the amount of the funds that Equant
provided for a Country pursuant to Clause 15.1(i)(i) and the
SITA ICNO Costs in such Country in such month, including, as
agreed, lump-sum adjustments for material accruals and/or
prepayments. The resulting net amount, other than amounts in
dispute pursuant to Clause 15.1(c), will be settled no
later than five (5) Business Days following receipt of the
Statement of Costs.
	 
	 	(iii)	 	
Equant shall make payments into one (1) or more
central bank accounts and SITA SC shall be responsible for the
transmission of the funding to the applicable Countries as
directed by Equant pursuant to Clause 15.1(i)(i) (which
transmission may be made directly or indirectly via another
central SITA SC bank account provided that such amounts are
promptly paid on to the applicable Country). Any such central
bank account(s) shall be separate from other SITA SC bank
account(s), and any interest earned on such account(s) shall
be netted against the SITA ICNO Costs.
	 
	 	(iv)	 	
If Equant fails to pay any forecasted ready money
needs under this Clause 15.1(i) by the relevant due date
(other than amounts in dispute pursuant to Clause
15.1(c), Equant shall pay interest at the Agreed Interest
rate for the period from the due date for such payment until
payment is received or such amount has been netted by SITA SC
pursuant to the following sentence. In addition, if payment
is not received within ten (10) days following the applicable
due date SITA SC may credit such unpaid forecasted ready money
needs against payments due to Equant with two (2) days prior
written notice to the Treasurer of Equant N.V. provided that
Equant does not, within such two (2) days, notify SITA SC that
it is paying such unpaid forecasted ready money needs.







	 	 	 	 	 
	

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	 	(j)	 	
SITA SC shall provide Equant with supporting data and
visibility (including balance sheet information) with respect to
SITA ICNO Costs (including relevant access to the SITA SC accounting
systems. In-Country Network Operations will hold their accounting
records on the SITA SC accounting systems (i.e., SITA SUN). SITA SC
shall hand-off data, at the central level, within three (3) Business
Days following the end of the calendar month. Equant (and its
designated external accountants) shall have the right to audit the
SITA ICNO Costs up to once per calendar quarter at the central level
and up to once per calendar quarter at the local level (but in no
event more than an aggregate of fifteen such local audits per
calendar quarter), including relevant access to SITA SC accounting
systems for this purpose (including balance sheet information), such
audit to be at Equant’s own expense. Equant may also request SITA
SC’s external auditors to carry out the work under delegation from
Equant’s external auditors at Equant’s expense (see Clause
15.1(e)(x)). In addition, the Parties may agree to appoint joint
auditors for the audit requirements of In-Country Network
Operations. The Parties will provide each other promptly with
copies of all external audit reports relating to the relevant
In-Country Network Operations.
	 
	 	(k)	 	
With respect to any additional accountants SITA SC deems
necessary to hire into or assign to In-Country Network Operations
accounting function in excess of those in the latest budget or
re-forecast, SITA SC will provide Equant with the appropriate
justification for such additional accounting resource needed in such
Country. Equant will not unreasonably withhold its approval of such
additional resources, and will provide its response to the request
within thirty (30) days following Equant’s receipt of such
justification. If SITA SC does not receive a response from Equant
within such time, or does not agree with Equant’s denial of a
request, the matter will be referred to the chief financial officers
of SITA SC and Equant. If the chief financial officers do not agree
a resolution to the dispute within thirty (30) days following the
date on which the dispute is referred to them, the dispute will be
resolved according to the Dispute Resolution Process.




	 	 	 
	15.2	 	
Cost Shared Costs
	 
	 	 	
Until fourteen (14) days prior to SITA SC’s cut off date for acceptance
of audit adjustments for calendar year 2001, SITA SC and Equant will
instruct their respective accountants (including, in the case of SITA SC,
accountants of the SITA Group Company) to segregate and account for all
ICNO costs or credits relating to the period prior to the Effective Date
under separate accounting codes in its accounting records. These costs
or credits will be cost shared pursuant to the JV Agreement applying the
cost sharing ratios applicable to the time period(s) in respect of which
each such cost or credit (including any associated interest, penalties
and the like) relates. Any costs or expenses that relate to periods
prior to the Effective Date but are not discovered until after the date
in the first sentence of this clause will be SITA ICNO Costs. For this
purpose, SITA SC shall have the right to audit once Equant’s accounting
records in respect of its network operations prior to the cut off date
for acceptance of audit adjustments for calendar year 2001.
	 
	15.3	 	
Netting of Amounts Due
	 	 	
The Parties may net amounts due under this Agreement in accordance with
Clause 18.8 of the Services Agreement.




	 	 	 	 	 
	

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	16.	 	
REIMBURSEMENT OF RESTRUCTURING COSTS AND MATERIAL FINANCIAL DETRIMENT COSTS
	 
	16.1	 	
Applicability
 

This Clause 16 applies only to those Transfers that occur on or after the Effective Date.
	 
	16.2	 	
Restructuring Costs




	 	 	 	 
	 	(a)	 	
Equant shall reimburse SITA SC (or the applicable SITA Group
Company) for all Restructuring Costs. Such Restructuring Costs
shall be reimbursed by Equant as paid by SITA SC and not by way of
up-front, lump-sum, net present value payments based on calculations
of ongoing or recurring future costs. Restructuring Costs shall be
divided into the following categories:




	 	 	 	 
	 	(i)	 	
transactional Restructuring Costs related to the
transactions taken to effect a Transfer (e.g., stamp taxes,
transfer taxes (the “Transactional Restructuring Costs”);
	 
	 	(ii)	 	
IT Transition Restructuring Costs; and
	 
	 	(iii)	 	
Other Restructuring Costs budgeted for by the
Parties pursuant to Clause 16.2(b) below.



	 	 	 	 
	 	
Restructuring Costs do not include any costs to be shared by the
Parties pursuant to Clause 4.7.



	 	 	 	 
	 	(b)	 	
Budgets



	 	 	 	 
	 	(i)	 	
For Other Restructuring Costs, the Parties shall
discuss and agree in good faith what restructuring steps are
reasonably required for a Transfer and prepare a mutually
agreed budget for those steps, consistent with industry based
customs and standards reasonably applicable under the
circumstances.
	 
	 	(ii)	 	
With respect to IT Transition Restructuring
Costs, as the Parties develop the IT Transition Plan the
Parties will also establish a budget for each set of discrete
tasks. Each budget will be consistent with the principles set
forth in Clause 7 and Schedule B. As each set of tasks are
performed, the Parties will validate and modify, as mutually
agreed, the relevant budget as reasonably necessary during the
performance of such tasks.
	 
	 	(iii)	 	
If the Parties do not agree to a budget under
this Clause 16.2(b) within a reasonable period of time, either
Party may escalate the issue to the Executive Committee at its
next meeting by giving the other Party ten (10) days prior
written notice of the escalation.
	 
	 	(iv)	 	
Equant shall not be responsible for any costs or
expenses as Other Restructuring Costs or IT Transition
Restructuring Costs which are not authorised in the applicable
agreed budget, unless Equant gives prior written approval for
such costs or expenses.
	 
	 	(v)	 	
Where SITA SC (or the applicable SITA Group
Company) desires to implement steps to a quality or scale
beyond that agreed in the budgets under this Clause 16.2(b)
above, or through a different method resulting in costs beyond
those authorised in the applicable agreed budgets, SITA SC (or
the applicable SITA Group Company) will be responsible for the
resulting additional or incremental costs and expenses itself
and will either pay such costs and expenses directly or
promptly reimburse Equant (as applicable) for




	 	 	 	 	 
	

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such costs and expenses. Such additional costs will not be
deemed to be Restructuring Costs.




	 	 	 	 
	16.3	Material Financial Detriments
	 
	 	
(a)
	 	Per-Country Transfer Threshold and Reimbursement
	 
	 	 	 	The Material Financial Detriment per-Country Transfer threshold for
each of the five (5) years following a Transfer shall be (i) for
the twelve (12) months following the Transfer, ten percent (10%) of
the budgeted costs being transferred, the budgeted costs being
those for the accounting year in which the Transfer takes place,
and (ii) for each of the subsequent four (4) twelve (12) month
periods, ten percent (10%) of the budgeted costs described in
Clause 16.3(a)(i) above. Once this threshold is reached in any
such twelve (12) month period, Equant will reimburse SITA SC, or
the applicable SITA Group Company, for all Material Financial
Detriment Costs incurred in respect of the relevant Transfer in
such twelve (12) month period, including for the avoidance of doubt
all Material Financial Detriment Costs incurred by SITA SC in such
twelve (12) month period before the threshold is reached and all
Material Financial Detrimental Costs incurred for the remainder of
such twelve (12) month period.
	 
	 	
(b)
	 	Aggregate Threshold
	 
	 	 	 	This Clause 16.3(b) applies solely to those Transfers which, at any
given time, took place within the previous five (5) years but
excludes those Transfers which, at such time, have exceeded the
applicable per-Country Transfer threshold under Clause 16.3(a)
(collectively, the “Aggregated Transfers”). In each accounting
year, Equant will reimburse SITA SC (or the applicable SITA Group
Company) for the Material Financial Detriment Costs SITA SC (or the
applicable SITA Group Company) incurs in respect of such Aggregated
Transfers in excess of five percent (5%) of the sum of the budgeted
costs described in Clause 16.3(a)(i) for such Aggregated Transfers.
SITA SC (or the applicable SITA Group Company) will solely bear
the Material Financial Detriment Costs resulting from such
Aggregated Transfers until this aggregate threshold is exceeded.
	 
	 	
(c)
	 	Submission of Claims and Reporting




	 	 	 	 
	 	(i)	 	
SITA SC will keep Equant reasonably informed from
time to time of the costs SITA SC incurs in a Country which it
may later claim back as Material Financial Detriment Costs.
SITA SC will promptly inform Equant upon SITA SC becoming
aware that costs relating to a Country have become subject to
reimbursement as Material Financial Detriment Costs (because
of having crossed either threshold set forth in Clause 16.3(a)
or 16.3(b)). SITA SC (or the applicable SITA Group Company)
shall submit a claim for reimbursement of each Material
Financial Detriment within six (6) months after such Material
Financial Detrimental threshold (being, as applicable, the
Per-Country Transfer threshold or the Aggregate Transfer
threshold) is equalled or exceeded, and, if applicable, shall
submit a claim for further Material Financial Detriment Costs
related to that Material Financial Detriment within six (6)
months of such further Material Financial Detriment Costs
being paid.
	 
	 	(ii)	 	
SITA SC (or the applicable SITA Group Company)
shall provide a quarterly report to Equant tracking the
Material Financial Detriment Costs for the preceding quarter
in a format to be mutually agreed.






	 	 	 	 	 
	

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	16.4	Reimbursement Procedures
	 
	 	
(a)
	 	SITA SC (or the applicable SITA Group Company) will submit
eligible Restructuring Costs and Material Financial Detriment Costs
which SITA SC has incurred for reimbursement once a month by the
fifteenth (15th) day of each month, noting any Significant Costs (as
defined below) which have been accrued but not yet paid. Each such
reimbursement request will be supported by reasonable documentation.
Reimbursement requests for IT Restructuring Costs or Other
Restructuring Costs will also indicate whether such cost or expense
is covered by the approved budget or was separately approved by
Equant in writing. Equant will pay such reimbursement requests for
all undisputed amounts by the fifteenth (15th) day of the next
month, provided that Equant shall not be obligated to reimburse any
accrued but unpaid liabilities until payment is made except as set
out in this Clause 16.4(a). Where one or a set of such
Restructuring Costs or Material Financial Detriment Costs exceed US$
100,000 (“Significant Costs”), upon SITA SC’s request and the
receipt of reasonable written notice and documentation evidencing
the required payment to be made by SITA SC (or the applicable SITA
Group Company) and the date such payment is required to be made,
Equant will provide SITA SC (or the applicable SITA Group Company)
the funds required shortly in advance of the date on which such
payment is due. Where Restructuring Costs arise under a budget, the
Parties may agree appropriate treasury mechanics so that Equant
provides the funds to SITA SC shortly in advance to enable SITA SC
(or the applicable SITA Group Company) to settle the relevant
amounts when they fall due.
	 
	 	
(b)
	 	The Parties agree:




	 	 	 	 
	 	(i)	 	
to co-operate with each other and act
commercially reasonably to minimise, reduce or avoid an
expense which would be a Restructuring Cost or Material
Financial Detriment Costs;
	 
	 	(ii)	 	
that Equant shall not be responsible for
Restructuring Costs or Material Financial Detriments Costs to
the extent resulting from any change in applicable law, rule
or regulation following the relevant Transfer except where (1)
Equant, prior to the Transfer, through its representatives on
the JTF, knew that a proposed change in applicable law, rule
or regulation was likely both to be enacted and to cause a
Restructuring Cost or Material Financial Detriment Costs if
enacted, (2) Equant nevertheless decides not to delay or
abandon the Transfer under Clause 4.3(c), and (3) the proposed
change in applicable law, rule or regulation was implemented
by the relevant government within six (6) months following the
Transfer.




	 	 	 	 
	 	(c)	 	
Equant will have the right to audit (or to have external
accountants or relevant specialists audit), upon reasonable advance
notice and during normal business hours, relevant business records
of SITA SC (or the applicable SITA Group Company) to verify the
categorisation, basis and the amount of Restructuring Costs or
Material Financial Detriments Costs reimbursed or claimed under this
Clause 16, including relevant access to the SITA SC accounting
systems. Equant will exercise its rights under this Clause 16.4(c)
not more than four (4) times per calendar year at the central level
and, with respect to additional audits (including at the Country
level), only when and to the extent required to verify the bases and
amounts of Restructuring Costs or Material Financial Detriment
Costs.
	 
	 	(d)	 	
The Parties agree that:




	 	 	 	 
	 	(i)	 	
any Taxes or other eligible expenses that are
payable on a ‘one-off’ basis and arise from or are imposed
directly on the transactions needed to effect the




	 	 	 	 	 
	

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Transfer itself will be deemed to be Transactional
Restructuring Costs, and not Material Financial Detriment
Costs; and
	 
	 	(ii)	 	
any Taxes or other eligible expenses that arise
on an ‘on-going’ basis following a Transfer will be deemed to
be Material Financial Detriment Costs and not Restructuring
Costs.




	 	 	 	 
	 	(e)	 	
Taxes or regulatory fees (including any associated interest,
penalties and the like) resulting from changes in the status or
structure of SITA SC (or the applicable SITA Group Company) arising
after the Effective Date and not originating directly as a result of
a Transfer shall not be Restructuring Costs or Material Financial
Detriment Costs. The Parties agree that:




	 	 	 	 
	 	(i)	 	
any such Taxes or fees (including any associated
interest, penalties and the like) assessed in respect of time
periods before 2 October 1995 will be borne by SITA SC (or the
applicable SITA Group Company);
	 
	 	(ii)	 	
any such Taxes or fees (including any associated
interest, penalties and the like) assessed in respect of time
period between 2 October 1995 and the Effective Date will be
cost shared by the Parties pursuant to the JV Agreement
(applying the cost sharing proportions applicable to the time
period(s) in respect of which such Taxes, fees, interest,
penalties and like are assessed), and
	 
	 	(iii)	 	
with respect to any such Taxes or fees
(including any associated interest, penalties and the like)
assessed in respect of time periods between the Effective Date
and the date of the Transfer, (a) Equant will bear the
proportion that reflects the ICNO’s share of overall
in-Country revenues as SITA ICNO Costs under Clause 15.1, and
(b) SITA SC (or the applicable SITA Group Company) will bear
the proportion that reflects the non-ICNO share of overall
in-Country revenues.




	 	 	 	 
	 	(f)	 	
Taxes and Procedures Relating to Taxes




	 	 	 	 
	 	(i)	 	
This Clause 16.4(f) will apply to any
Restructuring Costs or Material Financial Detriment Costs that
are Taxes.
	 
	 	(ii)	 	
Interaction with Tax Authorities and Appointment of Advisors




	 	 	 	 
	 	(A)	 	
The principal objective of the
Parties is to effect Transfers in accordance with the
principles under Clause 3. Consistent with the
foregoing, the Parties will co-operate with each other
and take commercially reasonable actions in respect of
a Transfer in order to effect the Transfer in a way
that is Cost Efficient as well as consistent with
Clause 6 of this Agreement. SITA SC (or the applicable
SITA Group Company) shall be responsible for the
appointment of the tax advisors for this purpose, but
shall consult with Equant prior to their appointment.
Where it is necessary to obtain a ruling from, or to
interact with, the relevant tax authorities, SITA SC
(or the applicable SITA Group Company) shall lead any
such activity. SITA SC (or the applicable SITA Group
Company) shall consult with Equant prior to undertaking
any action or interaction with respect to such tax
authorities, will keep Equant informed of any
developments in these regards, and will permit Equant
to attend any meetings with such tax authorities unless
such attendance could reasonably be expected to
adversely affect or delay the obtaining of a favourable
result with such tax authorities.





	 	 	 	 	 
	

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	 	(B)	 	
The procedures in Clause
16.4(f)(ii)(C) will apply in respect of Taxes which are
Restructuring Costs and/or Material Financial
Detriments. Where such procedures are not followed,
Equant will not be liable for any resulting increase in
Restructuring Costs or Material Financial Detriments.
Each Party’s employees and advisors receiving copies of
information provided by the other Party in accordance
with the procedures below will sign a specific
confidentiality agreement reasonably designated by such
Party.
	 
	 	(C)	 	
Each Party agrees to follow the
procedures set forth below regarding any potential Tax
liability arising out of a Transfer for which Equant is
obligated to reimburse SITA SC under this Clause 16
(the “PTL”).




	 	 	 	 
	 	(1)	 	
At the outset of
identifying and analysing any PTLs in a Country
arising from a Transfer, the Joint Task Force
will prepare a request letter with the background
information and a list of questions to be sent by
SITA SC (or the applicable SITA Group Company) to
seek advice from tax advisors to SITA SC (or the
applicable SITA Group Company) and Equant on the
risk of any PTLs arising that are Restructuring
Costs and/or Material Financial Detriments,
together with advice on what steps are possible
to increase the Cost Efficiency of the Transfer.
SITA SC (or the applicable SITA Group Company) or
Equant, as applicable, will provide copies of the
relevant documentation in its possession to the
tax advisor (with copy to the other Party) as
reasonably necessary to enable the tax advisor to
prepare his advice. If SITA SC (or the
applicable SITA Group Company) or Equant becomes
aware of new information relevant to the Tax
treatment of the Transfer, such Party will
disclose this to the tax advisor reasonably
promptly (with a copy to the other Party) and
request an update to the advice accordingly.
	 
	 	(2)	 	
Both initially (upon
receipt of the advice under Clause
16.4(f)(ii)(C)(1)) and on an on-going basis, with
respect to any PTL arising out of a Transfer that
may be Restructuring Costs and/or Material
Financial Detriments or are associated with a
current or prospective Transfer, each Party shall
disclose to the other Party material matters in
its knowledge that may affect such PTL, and,
where requested, shall provide copies of relevant
supporting advice from outside advisors. Where
the Parties seek joint advice (including the
advice under Clause 16.4(f)(ii)(C)(1) above),
each Party shall give the other Party a
reasonable opportunity to review and comment in
draft on any written correspondence (including
electronic mail) to be sent to such advisor
(other than communications that are not
substantive in nature), and will give the other
Party reasonable advance notice of any meetings
or substantive telephonic conversations with such
outside advisors to permit the other Party or its
representatives to attend and reasonably
participate in such meetings or conversations.
Either Party may request the advice of the joint
tax advisor.






	 	 	 	 	 
	

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	 	(3)	 	
SITA SC (or the
applicable SITA Group Company) or Equant, as
applicable, will permit the other Party the
opportunity to review and comment in advance on
any communication (including electronic mail) to
be sent to a Tax authority related to a PTL that
is a Restructuring Cost and/or Material Financial
Detriment Cost or is made in anticipation of a
current or prospective Transfer. SITA SC (or the
applicable SITA Group Company) or Equant, as
applicable, shall provide the other Party
promptly with copies of any correspondence
(including electronic mail) to or from, and will
promptly inform such other Party of any oral
communications with, a Tax authority related to a
PTL that are Restructuring Costs or Material
Financial Detriments or are made in anticipation
of a current or prospective Transfer.
	 
	 	(4)	 	
SITA SC (or the
applicable SITA Group Company) and Equant will
confer on relevant aspects of any issues prior to
any discussion with the Tax authority, and will
take reasonable steps and good faith positions
under applicable Tax law in order to optimise the
Cost Efficiency of a Transfer.
	 
	 	(5)	 	
SITA SC (or the
applicable SITA Group Company) will promptly
provide a copy to Equant of any notice of a
proposed assessment, a claim in an audit by a Tax
authority, or an administrative or judicial
proceeding which is likely to give rise to an
obligation on Equant to reimburse SITA SC (or the
applicable SITA Group Company) in respect of a
PTL.
	 
	 	(6)	 	
If it appears that a Tax authority is seeking to
impose a PTL on SITA SC (or the applicable SITA
Group Company) which may be deemed to be a
Restructuring Cost or a Material Financial
Detriment, SITA SC shall have the right to lead
(including with respect to negotiating,
litigating, compromising or settling) any
proceeding relating to such PTL. If SITA SC (or
the applicable SITA Group Company) elects to so
lead such proceeding, it will deal with the
applicable Tax authorities; provided that SITA
SC (or the applicable SITA Group Company) will
request in advance instructions from Equant as
to the dealings with the applicable Tax
authorities. SITA SC (or the applicable SITA
Group Company) will provide details, relevant
facts, history and circumstances of the issue
and will specify a reasonable deadline for
Equant to respond with instructions (which shall
generally be no less than ten (10) Business Days
unless the circumstances reasonably dictate
otherwise). Equant’s instructions may relate
to, among other things, strategy, direction,
positions, arguments and settlement, and will
reflect good faith positions under the relevant
Tax laws consistent with the historic positions
and status of SITA SC (or the applicable SITA
Group Company) as known to Equant. If SITA SC
(or the applicable SITA Group Company) follows
such instructions of Equant, or if Equant






	 	 	 	 	 
	

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does not give any such instructions to SITA SC
(or the applicable SITA Group Company) by the
applicable deadline, then Equant shall be
responsible and reimburse SITA SC (or the
applicable SITA Group Company) for the Tax
liabilities resulting from the PTL imposed on
SITA SC (or the applicable SITA Group Company)
in such proceeding, provided, however, that
Equant shall not be responsible for any other
Tax liabilities imposed on SITA SC (or the
applicable SITA Group Company) in connection
with such proceeding or otherwise. If SITA SC
(or the applicable SITA Group Company) does not
follow such instructions of Equant, SITA SC (or
the applicable SITA Group Company) will be
responsible for any increase in the actual Tax
liabilities resulting from such proceeding.
	 
	 	(7)	 	
Alternatively, SITA SC may, in its sole and
absolute discretion, permit Equant to fully
control and lead (including with respect to
negotiating, litigating, compromising or
settling) a proceeding relating to any PTL and
to deal with the applicable Tax authorities. In
this case, Equant shall be responsible and
reimburse SITA SC for all actual Tax liabilities
imposed on SITA SC resulting from such PTL,
provided that Equant shall not be responsible
for any other tax liabilities imposed on SITA SC
not in respect of the PTL.





	 	 	 
	17.	 	
CONFIDENTIALITY; PUBLIC ANNOUNCEMENTS
	 
	17.1	 	
Confidentiality of Agreement
	 
	 	 	
Except as provided in Clause 17.5, no Party shall disclose to any third party this Agreement, the Strategic
Relationship Umbrella Agreement, or the Transition and Management
Agreement, or any of the terms and conditions or other provisions
contained in any of them (including any schedules or other attachments to
any of them) except:




	 	 	 	 
	 	(a)	 	
with the prior written consent of the other Party;
	 
	 	(b)	 	
only as required by applicable Law and then only to the
extent required by such Law; or
	 
	 	(c)	 	
pursuant to procedures specified in this Agreement (including
in relation to regulatory or Tax matters under Clause 6 or 16.4(e)).




	 	 	 
	17.2	 	
Public Announcements
	 
	 	 	
Except as provided under Clause 17.5, neither Party shall make any public
announcement with respect to this Agreement, the Strategic Relationship
Umbrella Agreement, the Services Agreement, or the strategic relationship
of the Parties without the prior Consent of the other Party, provided
that either Party (or, in the case of SITA SC, a SITA Group Company) may
name the other as a customer or supplier, as applicable, and disclose the
general nature of the overall arrangement between the Parties under such
agreements. A “public announcement” under this Clause 17.2 does not
include internal communications within Equant (including Network Staff)
and SITA SC (or the applicable SITA Group Company) and/or SITA INC.






	 	 	 	 	 
	

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	17.3	 	
Protection of Confidential Information
	 
	 	 	
Except as provided under Clause 17.5, each Party shall, and shall cause
its Affiliates and its Affiliates’ respective directors, officers,
employees, contractors, consultants, advisors and agents to:




	 	 	 	 
	 	(a)	 	
keep confidential all Confidential Information given by one
Party (the “Disclosing Party”) to the other Party (the “Recipient”)
or otherwise obtained pursuant to this Agreement by the Recipient,
using at least the same level of care that the Recipient uses or
affords to its own Confidential Information but in no event less
than a reasonable degree of care, including maintaining reasonable
security practices against any unauthorised copying, use,
disclosure, access, damage or destruction of the Confidential
Information;
	 
	 	(b)	 	
not (except as expressly permitted) disclose any of the
Confidential Information, make copies of material containing the
Confidential Information or otherwise use the Confidential
Information except as permitted under Clause 17.4;
	 
	 	(c)	 	
safeguard the Confidential Information and comply with any
requirements specified by the Disclosing Party from time to time;
	 
	 	(d)	 	
promptly notify the Disclosing Party if the Recipient
reasonably believes or knows of any unauthorised access, copying,
use or disclosure in any form or if the Recipient is required by Law
to disclose any of the Disclosing Party’s Confidential Information;
	 
	 	(e)	 	
take all reasonable steps to enforce any obligation of
confidence imposed or required to be imposed by this Agreement; and
	 
	 	(f)	 	
give all reasonable assistance (including, if necessary, the
execution of appropriate documents to assist the Disclosing Party to
pursue any legal actions) reasonably required by the Disclosing
Party to enforce any obligation of confidence imposed or required to
be imposed by this Agreement.




	 	 	 
	17.4	 	
Use of Confidential Information




	 	 	 	 
	 	(a)	 	
Except to the extent expressly provided otherwise in this
Agreement and Schedule W of the Services Agreement, the Recipient
may only use and copy the Disclosing Party’s Confidential
Information to the extent necessary:




	 	 	 	 
	 	(i)	 	
to comply with its obligations under this Agreement;
	 
	 	(ii)	 	
to enable the Recipient to exercise its rights
under this Agreement, including obtaining any intended
benefits under this Agreement; or
	 
	 	(iii)	 	
to enable the Recipient to comply with any
applicable Law.




	 	 	 	 
	 	(b)	 	
Except to the extent expressly provided otherwise in this
Agreement and Schedule W of the Services Agreement, the Recipient
shall limit distribution of the Disclosing Party’s Confidential
Information solely on a need to know basis to (1) individuals within
its organisation (including only its employees, directors and
officers, and, in the case of Equant, Network Staff who are bound by
nondisclosure agreements pursuant to Clause 5.2(c)), and (2) the
Recipient’s professional advisors, contractors, Affiliates or
business partners who are bound by obligations of confidentiality
covering the Disclosing Party’s Confidential Information disclosed
to them that are no less protective than the terms and conditions of
this Clause 17.




	 	 	 	 	 
	

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	17.5	 	
Exceptions to Obligations of Confidentiality
	 
	 	 	
The burden of proving the existence of an exception to the
confidentiality obligations set out in this Clause 17.5 shall always be
on the Party seeking to avail itself of such exception, including in
dispute resolution or court proceedings brought by the Disclosing Party,
including where arbitration or court procedural rules would otherwise
impose the burden of proof on the Disclosing Party. Nothing in this
Agreement prohibits the use or disclosure by the Recipient of any
particular Confidential Information of the Disclosing Party by a Party to
the extent that:




	 	 	 	 
	 	(a)	 	
the information has become generally available public
knowledge, other than due to a of violation of this Agreement;
	 
	 	(b)	 	
based on the written advice of such Party’s legal counsel,
the disclosure is expressly required by Law but in the event of any
such proposed disclosure, such Party required to make such
disclosure shall give the Disclosing Party reasonable advance
written notice of the disclosure, including specifying the
Confidential Information) to be disclosed, the content of such
disclosure (as it realtes to such Confidential Information, and the circumstances necessitating such
disclosure. The Recipient will reasonably cooperate with the
Disclosing Party in order to minimise the amount of Confidential
Information disclosed under this Clause 17.5(b) and, if requested by
the Disclosing Party, the Recipient will seek measures protecting
such disclosure and protecting against further disclosure or any
misuse or misappropriation of such Confidential Information;
	 
	 	(c)	 	
as expressly permitted in Clause 6, 12 or 16;
	 
	 	(d)	 	
the information has been independently developed by the Party
without reference to the Confidential Information of the Disclosing
Party;
	 
	 	(e)	 	
the information has been lawfully obtained by the Party from
a third party source under no obligation of confidentiality to the
Disclosing Party, provided that such third party source itself
lawfully obtained the Confidential Information; or
	 
	 	(f)	 	
the Disclosing Party has approved in writing the particular
use or disclosure of the Confidential Information.




	 	 	 
	17.6	 	
Equitable Relief
	 
	 	 	
The Parties acknowledge that the Disclosing Party will be entitled to
equitable relief or appropriate court order(s) against the Recipient (in
addition to any other rights available under this Agreement or at law)
from any court of competent jurisdiction for any breach or threatened
breach by the Recipient of its obligations under this Clause 17.
	 
	17.7	 	
Period of Confidentiality
	 
	 	 	
Each Party’s obligations with respect to Confidential Information
disclosed under this Agreement will survive for five (5) years after the
date of expiry or termination of this Agreement.
	 
	18.	 	
DATA PROTECTION
	 
	18.1	 	
To the extent that Equant is a Data Processor of SITA SC’s Personal Data,
Equant will act only on the instructions of SITA SC in the processing of
SITA SC’s Personal Data and will comply with obligations equivalent to
those imposed on SITA SC as Data Controller by the






	 	 	 	 	 
	

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seventh principle of the Data Protection Act 1998 (the “Act”). The
definitions used in this Clause 18.1 shall have the meanings set out in
the Act.
	 
	18.2	 	
To the extent that SITA SC is a Data Processor of Equant’s Personal Data,
SITA SC will act only on the instructions of Equant in the processing of
Equant’s Personal Data and will comply with obligations equivalent to
those imposed on Equant as Data Controller by the seventh principle of the
Act. The definitions used in this Clause
18.2 shall have the meanings set out in the Act.
	 
	19.	 	
WARRANTIES
	 
	19.1	 	
Representations and Warranties by Equant
	 
	 	 	
Equant represents and warrants at all relevant time that:





	 	 	 	 
	 	(a)	 	
Equant will perform the services to be provided under this
Agreement in a professional and diligent manner, in accordance with
generally accepted industry standards;
	 
	 	(b)	 	
Equant will commit sufficient resources and suitably
qualified, trained and experienced personnel to the performance of
this Agreement;
	 
	 	(c)	 	
Equant will perform its obligations under this Agreement with
promptness and diligence;
	 
	 	(d)	 	
Equant’s signing, delivery and performance of this Agreement
will not:




	 	 	 	 
	 	(i)	 	
violate any relevant judgement, order or decree; or
	 
	 	(ii)	 	
violate, breach, constitute a default under, or
result in the termination, cancellation or acceleration
(whether after the giving of notice, lapse of time, or both)
of any material contract (A) by which Equant is bound or (B)
under which a charge, pledge or lien is created over any of
the assets (whether tangible or intangible) owned by Equant;




	 	 	 	 
	 	
(e)
	 	Equant has the requisite power and authority to enter into
this Agreement and to carry out its obligations as contemplated by
this Agreement; and
	 
	 	
(f)
	 	Equant shall use commercially reasonable efforts to perform
its obligations under this Agreement in compliance with all
applicable Laws, enactments, orders, regulations and other similar
instruments.
	 
	19.2	Representations and Warranties by SITA SC
	 
	 	SITA SC represents and warrants at all relevant times that:




	 	 	 	 
	 	(a)	 	
SITA SC (or the applicable SITA Group Company ) will perform
the services to be provided under this Agreement in a professional
and diligent manner, in accordance with generally accepted industry
standards;
	 
	 	(b)	 	
SITA SC (or the applicable SITA Group Company) will commit
sufficient resources and suitably qualified, trained and experienced
personnel to the performance of this Agreement;
	 
	 	(c)	 	
SITA SC (or the applicable SITA Group Company) will perform
its obligations under this Agreement with promptness and diligence;






	 	 	 	 	 
	

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	 	(d)	 	
SITA SC’s signing, delivery and performance of this Agreement
will not:




	 	 	 	 
	 	(i)	 	
violate any relevant judgement, order or decree; or
	 
	 	(ii)	 	
violate, breach, constitute a default under, or
result in the termination, cancellation or acceleration
(whether after the giving of notice, lapse of time, or both)
of, any material contract (A) by which SITA SC (or the
applicable SITA Group Company) is bound or (B) under which a
charge, pledge or lien is created over any of the assets
(whether tangible or intangible) owned by SITA SC (or the
applicable SITA Group Company) ;




	 	 	 	 
	 	(e)	 	
SITA SC (or the applicable SITA Group Company) has the
requisite power and authority to enter into this Agreement and to
carry out its obligations as contemplated by this Agreement; and
	 
	 	(f)	 	
SITA SC (or the applicable SITA Group Company) shall use
commercially reasonable efforts to perform its obligations under
this Agreement in compliance with all applicable Laws, enactments,
orders, regulations and other similar instruments.




	 	 	 
	19.3	 	
No Additional Representations and Warranties
	 
	 	 	
Except as otherwise provided for in this Agreement, there are no express
or implied warranties, representations, undertakings, or conditions
(statutory or otherwise) given by Equant or SITA SC (or the applicable
SITA Group Company), including the implied warranties of satisfactory
performance and fitness for a particular purpose. Nothing in this Clause
19.3 shall purport to limit any Party’s liability for fraudulent
misrepresentation.
	 
	20.	 	
INDEMNITIES
	 
	20.1	 	
Indemnity by Equant
	 
	 	 	
Equant shall indemnify, defend and hold harmless SITA SC and the SITA
Group Companies and officers, directors, employees, consultants,
contractors, agents, successors and assigns of each of them, from any and
all Losses arising from, or in connection with, any of the following:




	 	 	 	 
	 	(a)	 	
any wilful or deliberate serious and significant breach by
Equant; or
	 
	 	(b)	 	
except for Claims for which this Agreement provides SITA SC
(or the applicable SITA Group Company) is to indemnify Equant, any
Claim made by a third party (including a customer of Equant) against
SITA SC (or the applicable SITA Group Company) arising out of or in
connection with the services Equant provides to SITA SC (or the
applicable SITA Group Company) from time to time under the
Agreement. To the extent that the Claim brought by such third party
is determined to arise out of any breach or other actionable cause
by SITA SC (or the applicable SITA Group Company) against Equant
under this Agreement, nothing in this Clause 20.1(b) shall preclude
Equant from directly seeking damages from SITA SC in such regard
subject to the terms and conditions of this Agreement.




	 	 	 
	20.2	 	
Indemnity by SITA SC
	 
	 	 	
SITA SC shall indemnify, defend and hold harmless Equant and its
officers, directors, employees, consultants, contractors, agents,
successors, and assigns, from any and all Losses arising from, or in
connection with, any of the following:




	 	 	 	 
	 	(a)	 	
any wilful or deliberate serious and significant breach by
SITA SC; or





	 	 	 	 	 
	

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	 	(b)	 	
except for Claims for which this Agreement provides that
Equant is to indemnify SITA SC (or the applicable SITA Group
Company), any Claim made by a third party (including a customer of
SITA SC or the applicable SITA Group Company) against Equant arising
out of or in connection with the services SITA SC (or the applicable
SITA Group Company) provides Equant under this Agreement from time
to time. To the extent that the Claim brought by such third party
is determined to arise out of any breach or other actionable cause
by Equant against SITA SC (or the applicable SITA Group Company)
under this Agreement, nothing in this Clause 20.2(b) shall preclude
SITA SC from directly seeking damages from Equant in such regard
subject to the terms and conditions of this Agreement.




	 	 	 
	20.3	 	
Indemnification Procedures
	 
	 	 	
Where this Agreement provides that a Party (the “Indemnitor”) is to
indemnify, defend or hold harmless (as applicable) the other Party (or,
in the case of SITA SC, the applicable SITA Group Company) (the
“Indemnitee”) against a Claim (other than with respect to a Claim that
involves Taxes or a Claim initiated by a Party hereto), the procedures
set forth below shall apply. A failure of the Indemnitee to follow such
procedures shall not affect the Indemnitor’s obligations under this
Agreement; provided that the Indemnitor will be excused from its
obligations under this Clause 20.3 to the extent that the Indemnitee’s
failure materially prejudices the Indemnitor’s ability to defend or
settle the Claim.




	 	 	 	 
	 	(a)	 	
The Indemnitee shall notify the Indemnitor in writing and in
reasonable detail of a Claim promptly following receipt by the
Indemnitee of notice of such Claim. The Indemnitor will reimburse
the Indemnitee for the reasonable fees and expenses of the
Indemnitee’s counsel for the period between the Indemnitee’s receipt
of notice of the Claim until the time, if any, that the Indemnitor
assumes control of the defence of such Claim pursuant to Clause
20.3(c). As far as reasonably practicable, the Indemnitee will also
give the Indemnitor prompt notice of any event which it reasonably
believes is likely to give rise to a Claim which the Indemnitor
would be obligated to indemnify under this Agreement
	 
	 	(b)	 	
The Indemnitee shall deliver to the Indemnitor promptly
following the Indemnitee’s receipt thereof copies of all notices
received by the Indemnitee relating to such Claim.
	 
	 	(c)	 	
If the Indemnitor notifies the Indemnitee within a reasonable
time that the Indemnitor is assuming the defence of the Claim at the
Indemnitor’s expense, the Indemnitee agrees that (i) the Indemnitor
will have the exclusive right to defend, investigate, litigate,
compromise and settle the Claim (including the selection of
attorneys), (ii) the Indemnitor may make any settlement or
compromise of any Claim that only involves the payment of money
without any requirement to seek Consent from the Indemnitee. The
Indemnitor shall make no settlement or compromise of a Claim that
could directly or indirectly adversely impact the Indemnitee in any
way (including by way of example an admission of liability or a
promise of future conduct or of the avoidance of certain conduct),
without the Indemnitee’s prior Consent.
	 
	 	(d)	 	
If the Indemnitor assumes the defence of the Claim under
Clause 20.3(c), the Indemnitee shall, at the request of the
Indemnitor, provide the Indemnitor with all reasonable assistance
and co-operation for the purpose of contesting any Claim brought
against the Indemnitee. The Indemnitor shall promptly reimburse the
Indemnitee for the Indemnitee’s reasonable costs of providing such
assistance and co-operation.




	 	 	 	 	 
	

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	 	(e)	 	
If the Indemnitor does not assume the defence of a Claim
under Clause 20.3(c) within a reasonable time after the Indemnitee
has notified the Indemnitor of a Claim under Clause 20.3(a), the
Indemnitee shall have the right to defend, investigate, litigate,
compromise or settle such Claim on behalf of, and for the account
of, Indemnitor if it sends a further written notice to Indemnitor’s
General Counsel that it intends to do so and the Indemnitor does not
notify the Indemnitee that Indemnitor is assuming the defence of the
Claim under Clause 20.3(c) within ten (10) days. Except where the
Indemnitee retains the defence of the Claim under the preceding
sentence, the Indemnitee shall not make any admission with respect
to, or agree to settle or compromise, any Claim or take any other
action which may be prejudicial to the defence or settlement of any
Claim, without the Indemnitor’s prior Consent after disclosure to
the Indemnitor of the relevant circumstances.




	 	 	 
	21.	 	
LIABILITY AND LIMITATION OF LIABILITY
	 
	21.1	 	
Limitations of Liability for Reimbursement of Restructuring Costs and
Material Financial Detriments Costs
	 
	 	 	
In no event will Equant’s maximum liability for all Restructuring Costs
and Material Financial Detriment Costs exceed, in the aggregate, five
hundred million U.S. Dollars ($500,000,000).
	 
	21.2	 	
Damages
	 
	 	 	
A breaching Party shall be liable to a non-breaching Party only for any
direct loss incurred by the non-breaching Party as a result of the
breaching Party’s failure to perform its obligations in accordance with
this Agreement. For the avoidance of doubt, neither Party shall be
liable for indirect or consequential loss or damage. Direct loss shall
not include any of the following:




	 	 	 	 
	 	(a)	 	
loss of profits, loss of over recovery, loss of business,
loss of revenues, loss of goodwill or loss of or failure to make any
anticipated savings;
	 
	 	(b)	 	
any losses arising in connection with any claims or other
demands brought against a non-breaching Party by any third party
pursuant to any commitment to such third party by or on behalf of
the non-breaching Party and arising out of any breach of this
Agreement; and/or
	 
	 	(c)	 	
indirect or consequential loss or damage.




	 	 	 
	21.3	 	
Limitations of Liability




	 	 	 	 
	 	(a)	 	
The Parties do not exclude or limit liability for:




	 	 	 	 
	 	(i)	 	
death or personal injury caused by negligence of
a Party, or its employees or sub-contractors;
	 
	 	(ii)	 	
real and tangible property claims caused by the
negligence of a Party, including its employees or
sub-contractors;
	 
	 	(iii)	 	
any Claim for which a Party must indemnify the
other Party pursuant to Clause 20 of this Agreement;
	 
	 	(iv)	 	
any Party’s failure to claim any invoiced amount
validly owing to the other Party for its performance under
this Agreement (including amounts owed for Services rendered,
and not including claims of damages or other liabilities
relating owing or alleged to be owing due to a breach of this
Agreement);






	 	 	 	 	 
	

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	 	(v)	 	
fraudulent misrepresentation;
	 
	 	(vi)	 	
any breach of any obligations implied by Section
12 of the Sale of Goods Act 1979 (to the extent not
inconsistent with an express warranty set out in this
Agreement) or Section 20 of the Supply of Goods and Services
Act 1982;
	 
	 	(vii)	 	
any Claim relating to infringement of Intellectual Property Rights;
	 
	 	(viii)	 	
any Claim relating to breach of a Party’s confidentiality
obligations as set out in Clause 17 of this Agreement;
	 
	 	(ix)	 	
to the extent a limitation is not permitted by Law; or
	 
	 	(x)	 	
wilful or deliberate serious and significant breach.




	 	 	 	 
	 	(b)	 	
Except as expressly provided in Clause 21.1 and 21.3(a), the
maximum liability of either Party to the other for all Claims
arising under or in connection with this Agreement, regardless of
the form of action (whether in contract, tort or otherwise), shall
in no event exceed, in the aggregate, two hundred fifty million U.S.
Dollars ($250,000,000).




	 	 	 
	21.4	 	
Duty to Mitigate
	 
	 	 	
Each Party shall have a duty to mitigate damages for which the other
Party is or may be responsible.
	 
	22.	 	
FORCE MAJEURE
	 
	22.1	 	
Neither Party Liable
	 
	 	 	
Neither SITA SC nor Equant will be liable for any default or delay in
performance of its obligations under this Agreement if, and to the
extent, the default or delay is caused, directly or indirectly, by a
Force Majeure Event.
	 
	22.2	 	
Period of Delay
	 
	 	 	
When a Force Majeure Event has occurred, the Party whose performance is
delayed will be excused from further performance of the obligations
affected for as long as the circumstances prevail and such Party
continues to use commercially reasonable efforts to recommence
performance whenever and to whatever extent possible without delay. Such
Party will promptly notify the other Party of the Force Majeure Event
describing at a reasonable level of detail the circumstances causing such
delay and the expected duration thereof. The Party in delay will treat
the other Party equally with any similarly situated third parties
(including the Party in delay’s Affiliates) in respect of similar
services that are provided during a Force Majeure Event.
	 
	23.	 	
DISPUTE RESOLUTION
	 
	23.1	 	
Dispute Resolution Procedure
	 
	 	 	
Except to the extent expressly otherwise provided in this Agreement, any
dispute between the Parties arising out of or relating to this Agreement,
including with respect to the interpretation of any provision of this
Agreement and with respect to the performance by either Party, shall be
resolved using the dispute resolution procedures specified in Clause 8 of
the Strategic Relationship Umbrella Agreement, which are hereby
incorporated by reference into this Agreement.





	 	 	 	 	 
	

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	23.2	 	
Continued Performance
	 
	 	 	
SITA SC and Equant shall continue to perform their respective obligations
under this Agreement pending the resolution of a dispute to the extent it
is reasonable to do so given the nature of the dispute.
	 
	24.	 	
TAXES; PAYMENT AND REIMBURSEMENT PROCEDURES
	 
	24.1	 	
Taxes
	 
	 	 	
All amounts payable (including for this purpose any deemed charges) under
this Agreement are exclusive of any taxes that may be imposed on such
amounts payable in accordance with applicable Law, including any sales
tax, value-added tax, or other similar taxes imposed by any country,
state, department, city, locality or other taxing authority. All such
taxes, with the exception of any taxes imposed on income (including any
withholding tax on income), shall be paid by the Party responsible for
paying such amounts payable. The Parties will provide any applicable tax
invoices, certificates or deduction of tax or other documents as required
in connection with such taxes.
	 
	24.2	 	
Payment and Reimbursement Procedures
	 
	 	 	
The following Clauses will apply to any reimbursements or other payments
made by one Party to the other Party (including, with respect to SITA SC
in either case, the applicable SITA Group Company) except to the extent a
Clause elsewhere in this Agreement provides otherwise.




	 	 	 	 
	 	(a)	 	
Reimbursements
	 
	 	 	 	
All amounts claimed for reimbursement will be net of any applicable
discounts, rebates or other credits paid or due to the Party (or,
in the case of the SITA SC, the applicable SITA Group Company)
claiming the reimbursement in respect of such claimed amounts. If
the ultimate liability actually incurred by the Party claiming
reimbursement (or, in the case of SITA SC, the applicable SITA
Group Company) is less or greater than the amount claimed for
reimbursement, such Party (or the applicable SITA Group Company)
will promptly submit the resulting adjustment for inclusion in
subsequent calculations of similar reimbursements (or, if there are
no further similar reimbursements expected in the foreseeable
future, to be applied to other amounts payable by the other Party).
Each Party will accumulate claims for quarterly reimbursement,
except that if accumulated claims total at least twenty-five
thousand U.S. Dollars ($25,000) such Party may claim them at such
time.
	 
	 	(b)	 	
“Incur”
	 
	 	 	 	
Where this Agreement refers to an amount being “incurred” by a
Party (or any of its variants), the Parties agree that the term
“incurred” covers (i) costs or expenses that are actual payments
made to other parties by such Party, and (ii) accounting costs that
are booked but not expended by such Party.
	 
	 	(c)	 	
Disputed Amounts
	 
	 	 	 	
A Party may withhold a disputed amount that is invoiced to it by
the other Party or that is otherwise payable to the other Party
under this Agreement provided that: (i) the basis for such Party
disputing that it owes the amount is in good faith; (ii) such Party
promptly notifies the other Party that it is disputing the amount
including specifying its reason(s); (iii) such Party diligently
pursues resolution of the dispute





	 	 	 	 	 
	

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with the other Party; (iv) such Party pays all undisputed amounts
on the invoice when due; and (v) such Party promptly pays any such
disputed amounts upon a determination that they are due. If a
Party disputes in good faith an amount already paid because of
learning information subsequent to the payment that such Party did
not know at the time of payment, such Party may withhold such
amount from other amounts payable to the other Party provided such
Party follows the procedures of this Clause 24.2(c) (including
providing the notice under Clause 24.2(c)(ii) in advance of
withholding such amount).
	 
	(d)	 	
Payment Due Date
	 
	 	 	
Except as otherwise agreed by the Parties, each Party will pay
amounts due to the other Party within thirty (30) days following
such Party’s receipt of the other Party’s relevant invoice or when
such amounts become due under this Agreement, as applicable.




	 	 	 
	25.	 	
LEGAL
	 
	 	 	
The Parties will enforce their rights and meet their obligations under
this Agreement in accordance with applicable Law and, as legally possible
and commercially reasonable, in a way that improves Cost Efficiencies.
	 
	26.	 	
AGREEMENT NON-TERMINABLE
	 
	 	 	
The Parties expressly agree that neither Party will have any right to
terminate this Agreement. This Agreement will solely terminate at the
expiration of the Term, unless the Parties mutually agree otherwise.
Each Party acknowledges that for any breach of this Agreement by such
Party, the other Party will have such remedies as are available at law or
in equity for such breach (subject to the terms and conditions of this
Agreement) other than the right to terminate this Agreement or to seek to
have the arbitrator(s) or court terminate this Agreement. The
arbitrator(s) shall not have the power to terminate this Agreement prior
to the expiration of the Term.
	 
	27.	 	
GENERAL
	 
	27.1	 	
Governing Law
	 
	 	 	
The construction, performance, validity and remedies for breach of this
Agreement shall be governed by English law.
	 
	27.2	 	
Notices
	 
	 	 	
A Party notifying or giving notice under this Agreement will give notice:




	 	 	 
	(a)	 	
in writing and in the English language;
	 
	(b)	 	
by (i) hand delivery or sent by prepaid first class post,
(ii) air courier delivery service to that address, or (iii)
electronic mail or facsimile (only if confirmed by telephone); and
	 
	(c)	 	
addressed to the other Party to the attention of the
designated person(s) set out below or as altered by notice given in
accordance with this Clause 27.2:
	 
	 	 	
For SITA SC:   Secretary General

                         Société Internationale de Télécommunications Aéronautiques S.C .

                         26, Chemin de Joinville






	 	 	 	 	 
	

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P.O. Box 31

1216 Cointrin – Geneva

Switzerland


	 
	 	 	
Copy to:

General Counsel

Société Internationale de Télécommunications Aéronautiques S.C .

26, Chemin de Joinville

P.O. Box 31

1216 Cointrin – Geneva

Switzerland
	 
	 
	For Equant:	 	
Vice President and General Manager SITA Account

Equant N.V.

400 Galleria Parkway, S.E.

Atlanta GA 30339-5980

United States of America
	 
	 	 	
Copy to:
	 	 	
General Counsel

Equant N.V.

215-217 Bath Road

Slough, Berkshire SL1 4AA

England, United Kingdom

+44 (208) 321 4602 (voice)

+44 (207) 734 5768 (facsimile)




	 	 	 
	27.3	 	
Service of Notice




	 	 
		A notice given in accordance with Clause 27.2 is deemed received and is
effective:
	 
		(a)      if hand delivered to the other Party, on the date of
delivery;
	 
		(b)      if sent by prepaid first-class post, five (5) Business Days
after the date of posting;
	 
		(c)      if sent by courier delivery service, electronic mail or
facsimile, on the date of delivery.
	 
		Except for notices sent by facsimile, in each instance the Party
delivering such notice shall for the convenience of the Party or Parties
to which such notice is delivered also transmit such notice by facsimile;
provided, however, that the failure to do so shall not affect either the
fact or the date and time of delivery of such notice.




	 	 	 
	27.4		Relationship of Parties




	 	 	 
	(a)	 	
Nothing in this Agreement or any circumstances associated
with it or its performance shall give rise to any relationship of
agency, partnership or employer and employee between the Parties or
between a Party and another Party’s agents, employees or
sub-contractors.
	 
	(b)	 	
Except as expressly authorised in this Agreement, neither
Party shall have any authority to act or make representations on
behalf of the other Party, nor to create








	 	 	 	 	 
	

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contractual liability to a third party on behalf of (or otherwise
contractually bind) the other Party.



	 	 	 
	27.5	 	
Waiver





	 	 	 
	(a)	 	
If a Party has a right arising from the other Party’s
failure to comply with an obligation under this Agreement and delays
in exercising or does not exercise that right then that delay in
exercising or failure to exercise is not a waiver of that right or
any other right.
	(b)	 	
A waiver by a Party of a right in one instance does not
constitute a waiver of that right or any other right in any other
instance, without regard to the similarity of circumstances, unless
the Party specifically waives such right or other right in the
second instance.
	(c)	 	
Any waiver of a right by a Party must be in writing in a
notice transmitted as provided in Clause 27.1 executed by the Party
making such waiver.




	 	 	 
	27.6	 	
Entire Agreement and Variation



	 	 	 
	(a)	 	
This Agreement, the Services Agreement, the Strategic
Relationship Umbrella Agreement and the Account Management Agreement
form the strategic relationship among the Parties and:




	 	 
	(i)	 constitute the entire agreement between the
Parties as to the strategic relationship and this transaction;
and
	 
	(ii)	 the foregoing agreements replace and supersede
any prior understanding or agreement between the Parties in
respect of the strategic relationship and this transaction and
any prior draft, statement, undertaking, agreement,
understanding, condition, warranty, indemnity or
representation imposed, given or made by a Party (including
the JV Agreement and the HOA) prior to the Effective Date
(collectively, the ‘Pre-Contractual Statements’) and no Party
shall have any claim or right of action in respect of the
Pre-Contractual Statements except in respect fraudulent
misrepresentation. For the avoidance of doubt, no
Pre-Contractual Statements may be used in the interpretation
or construction of this Agreement.




	 	 	 
	(b)	 	
 This Agreement may only be amended in writing when signed by
Parties concerned with each particular amendment.
	 
	(c) 	 	
Nothing in this Clause 27.6 purports to exclude any Party’s
liability for fraudulent misrepresentation.





	 	 	 
	27.7	 	
Priority of Documents
	 
	 	 	
If there is any conflict between any of the express terms of this
document, the Schedules, the Appendices, and any document referred to in
or incorporated into this Agreement, the order of priority for the
purposes of construction is:




	 	 	 
	(a)	 	
the terms and conditions of this Agreement, and Schedule A
(‘Glossary’), Schedule B (‘IT JTF Guidelines’), Schedule C (‘Central
Staff Countries’), Schedule D (‘Set Amounts’), Schedule F (‘Equant
Asset Funding Arrangement’), Schedule G (‘Network Access
Agreement’), Schedule H (‘HR Administrative Services Arrangement’),
and Schedule I (‘Workshops’); and






	 	 	 	 	 
	

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	(b)	 	
Schedule E (‘IT Services’).




	 	 	 
	27.8	 	Limitations Period
	 
	 	 	Unless applicable Law forbids contractual waiver or limitation, neither
Equant nor SITA SC may bring a legal action or initiate dispute
resolution under this Agreement:




	 	 	 
	(a)	 	
in the case of Claims arising directly between the Parties
that are not based upon a third-party Claim against a Party, more
than two (2) years after the cause of action came to the actual
knowledge of the Party; or
	 
	(b)	 	
in the case of a third-party Claim asserted against a Party,
more than two (2) years after the third party concerned has
successfully asserted such Claim against the relevant Party.




	 	 	 
	27.9	 	
Third Party Beneficiaries





	 	 	 
	(a)	 	
Nothing in this Agreement, express or implied, is intended to
confer upon any person other than Equant or SITA SC, or their
respective successors or permitted assignees any rights or remedies
under or by reason of this Agreement.
	 
	(b)	 	
The Parties do not intend that any term of this Agreement
should be enforceable by virtue of the Contracts (Rights of Third
Parties) Act 1999 by any person who is not a Party to this
Agreement.




	 	 	 
	27.10	 	
Assignment





	 	 	 
	(a)	 	
A Party may not assign its rights or transfer its obligations
under this Agreement without the prior written consent of the other
Party, except that




	 	 	 
	(i)	 	
no consent is required in the case of assignment
by a Party to one of its majority owned subsidiaries; and
	 
	(ii)	 	
no consent is required for Equant to assign its
rights and transfer its obligations under this Agreement to
the successor entity of the merger of Equant and Global One.




	 	 	 
	(b)	 	
Any attempt by a Party to assign its rights or transfer its
obligations under this Agreement in violation of Clause 27.10(a) is
null and void.




	 	 	 
	27.11	 	
Counterparts
	 
	 	 	
This Agreement may be executed in several counterparts, each of which
shall be deemed an original and all of which taken together will
constitute one single agreement between the Parties.
	 
	27.12	 	
Cumulative Rights
	 
	 	 	
A right, power, remedy, entitlement or privilege given or granted to a
Party under this Agreement is cumulative with, without prejudice to and
not exclusive of any other right, power, remedy, entitlement or privilege
granted or given under this Agreement or by Law.
	 
	27.13	 	
Reading Down
	 
	 	 	
If a provision of this Agreement is reasonably capable of an
interpretation which would make that provision valid and enforceable and
an alternative interpretation that would make it unenforceable, illegal,
invalid or void then, so far as is possible, that provision will be






	 	 	 	 	 
	

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			interpreted or construed, taking into account (i) the objectives, scope
and purposes set out in Clause 2 of the Strategic Relationship Umbrella
Agreement; and (ii) the fact that the commercial intentions of this
Agreement are based on symmetry and balance among the Parties, to be
limited and read down to the extent necessary to make it valid and
enforceable.




	 	 	 
	27.14	 	
Severability
	 
	 	 	
If any provision is deemed invalid, illegal or unenforceable, then the
remainder of this Agreement shall stand; provided, however, that the
Parties shall negotiate in good faith to adjust the terms of this
Agreement to ensure that the Parties original commercial intentions are
achieved as much as reasonably possible. The commercial intentions of
this Agreement are based on symmetry and balance between the Parties.
	 
	27.15	 	
Contra Proferentem
	 
	 	 	
No rule of construction will apply in the interpretation of this
Agreement to the disadvantage of one Party on the basis that such Party
put forward or drafted this Agreement or any provision of this Agreement.
	 
	27.16	 	
Costs
	 
	 	 	
Each Party shall bear its own legal and other costs and expenses of, and
incidental to, the preparation, execution and completion of this
Agreement and of any related documentation.
	 
	27.17	 	
Survival of Terms
	 
	 	 	
The following terms will survive the termination or expiry of this
Agreement:




	 	 	 
	(a)	 	 Clause 1 (Definitions and Interpretation);
	 
	(b)	 	 Clause 3 (General Principles);
	 
	(c)	 	 Clause 13 (Premises Matters);
	 
	(d)	 	 Clause 15 (SITA ICNO Costs and Cost Shared Costs);
	 
	(e)	 	 Clause 16 (Reimbursement of Restructuring Costs and Material
Financial Detriment Costs);
	 
	(f)	 	 Clause 17 (Confidentiality);
	 
	(g)	 	 Clause 20 (Indemnities);
	 
	(h)	 	 Clause 21 (Liability);
	 
	(i)	 	 Clause 23 (Dispute Resolution);
	 
	(j)	 	 Clause 24 (Taxes, Payment
& Reimbursement Procedures);
	 
	(k)	 	 Clause 26 ; and
	 
	(l)	 	 Clause 27 (General).




	 	 	 	 	 
	

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	EXECUTED by the Parties




	 	 	 	 	 	 	 
	SIGNED for and on behalf of
Société Internationale de

Télécommunications Aéronautiques, S.C.
 

 

 

 

 
SIGNED  for and on behalf of

Equant, N.V
	 	 	
)
)

)

)
 


)
 


)

)
 


)
 

 

 
)

	 	 	/s/ John Oliver Watson
............................................

Signature of officer 

/s/ John Oliver Watson

.............................................

Name of officer (print)
 

Direct General

.............................................

Office held

/s/ Matthew MacFarlane

.............................................

Signature of officer
 

Matthew MacFarlane

.............................................

Name of officer (print)


Vice President

Mergers & Aqcuisitions

.............................................

Office held





	 	 	 	 	 
	

	Transition and Management
Agreement

Restated Version with Amendment No. 1
(Errata)	 	
62	 	Dated: 30 November 2001



 







 




Schedule A



Attachment A-1



TMA-Specific Glossary



“Aggregated Transfers” shall have the meaning specified in Clause 16.3(b) of
this Agreement.


“Agreed Interest” shall mean the Finance Rate.


“Agreement” shall mean this Transition and Management Agreement together with
the Network Access Agreement attached hereto as Schedule G.


“Baseline Equant IT Services” shall have the meaning specified in Clause 7.3(a)
of this Agreement.


“Circuit Contract” shall mean domestic and international circuit leases


“Class A Address Block” shall mean the number 57 class A internet protocol
address block.


“Cost Efficient” shall mean cost efficient from a tax and legal perspective.


“Disclosing Party” shall have the meaning specified in Clause 17.3(a) of this
Agreement.


“Dispute Resolution Process” shall mean the procedures specified in Clause 23
of this Agreement.


“Dollars” and “$” shall mean the lawful currency of the United States of
America.


“EAFA” shall mean the Equant Asset Funding Arrangement, as set out on Schedule
F to this Agreement.


“Effective Date” shall mean 1 July 2001.


“Equant” shall mean, at any time during the Term, Equant N.V. and/or the
applicable Equant Group Companies.


“Equant IT Services shall have the meaning specified in Clause 7.3(a) of this
Agreement.


“Escalation Notice” shall have the meaning specified in Clause 5.4(b) of this
Agreement.


“Exclusive Space” means facilities and/or premises in a building that are
exclusively used for or by Network Operations as of the Effective Date and from
time to time thereafter.


“Finance Rate” shall have the meaning specified in Schedule F to this
Agreement.


“General Services” shall mean the general management activity in respect of the
facilities and premises and provision of ancillary supporting services.


“Global Network” shall mean the Network except for the applicable SITA
In-Country Network.


“HR” shall mean human resources.






	 	 	 
	

	Transition and Management Agreement	A-1-1	Dated: 30 November
2001
	Schedule A (Glossary)
	Restated Version with
Amendment 1 (Errata)









 





“HR Policies” shall mean HR policies, as from time to time in effect.


“HR Administrative Services Arrangement” shall mean Schedule H to this
Agreement.


“HR Services” shall have the meaning specified in Schedule H to this Agreement.


“In-Country Network” shall mean the combination of Network Assets, Network
Staff and other Network Resources together with any other resources that SITA
SC (or the applicable SITA Group Company) operates as a network within a
Country under the applicable regulatory authority.


“In-Country Network Operations” or “ICNO” shall mean the operation of the
In-Country Network in a Country by SITA SC (or the applicable SITA Group
Company), including applicable support and administrative functions.


“In-Country Network Resources” shall mean those Network Resources, and Other
Network Resources that SITA SC (or the applicable SITA Group Company) holds in
a Country from time to time.


“Indemnitee” and “Indemnitor” shall have the meanings specified in Clause 20.3
of this Agreement.


“Instruction Letter” shall have the meaning specified in Clause 5.4(a) of this
Agreement.


“Intangible Network Resources” shall mean all relevant intangible network
resources used in the operation of the Network including (1) Intellectual
Property Rights; (2) business and technical documentation and records (whether
or not confidential and in whatever form held); (3) capitalised development;
and (4) applicable numbering schemes (including number for dial-up services and
network identifications) but specifically excluding the Class A Address Block.


“IT” shall have the meaning specified in Clause 7.1(a) of this Agreement.


“IT Joint Task Force” and “IT JTF” shall mean the joint task force appointed to
supervise the IT Transition in accordance with Clause 7.2(a) of this Agreement.


“IT Services” means the Equant IT Services and SITA IT Services collectively.


“IT Services Description” shall mean Schedule E to this Agreement.


“IT Transition” shall mean the process to achieve the goals and objectives in
Clause 7.1 of this Agreement.


“IT Transition Period” shall mean the period beginning on the Effective Date
and ending on the date that is twenty-one (21) months following the Effective
Date.


“IT Transition Plan” shall have the meaning specified in Clause 7.2(a) of this
Agreement.


“IT Transition Project” shall have the meaning specified in Schedule E.


“IT Transition Restructuring Costs’ shall have the meaning specified in phrase
(ii) of the definition of “Restructuring Costs.”


“Joint Task Force” or “JTF” shall have the meaning specified in Clause 4.2 of
this Agreement.


“Joint Venture” or “JV” shall mean the joint venture between the Parties under
the JV Agreement.




	 	 	 
	

	Transition and Management Agreement	A-1-2	Dated: 30 November
2001
	Schedule A (Glossary)
	Restated Version with
Amendment 1 (Errata)









 



“JV Agreement” means the Joint Venture Agreement by and among SITA SC, SITA
Global Telecommunications Services Limited, Equant (formerly SITA
Telecommunications Holdings N.V.) and SITA GlobeTel Company, dated 2 October
1995, as amended.


“Lack of Readiness” shall have the meaning specified in Clause 4.6(b)(ii)(A) of
this Agreement.


“Leased Space” shall have the meaning specified in Clause 13.1(d) of this
Agreement.


“Legally Permissible” shall mean, with respect to any particular Country, that
(1) no legal or regulatory requirement or obligation on the part of SITA SC (or
the applicable SITA Group Company) or the in-Country Network Operations exists
with regard to the operation of the Network in that Country that would prevent
the relevant Network Resources in that Country from being transferred to
Equant; and (2) no legal or regulatory requirement or obligation in that
Country exists that would prevent Equant or an Affiliate of Equant from
operating the Network in that Country after the date of Transfer on a basis
under which Network Services can continue to be provided by SITA SC or the
applicable SITA Group Company to the Air Transport Community with no noticeable
(i) increase in costs or (ii) deterioration of Network Services service levels.


“Master Premises Plan” means a plan prepared by the Parties to formalise the
usage of Network Space by Network Staff in accordance with the principles set
forth in Clause 13.


“Material Financial Detriment” shall mean the sum of all Material Financial
Detriment Costs for a Transfer once it becomes subject to reimbursement
pursuant to Clause 16.3 of this Agreement.


“Material Financial Detriment Costs” shall mean, in respect of each Transfer,
the Losses incurred by SITA SC (and/or the applicable SITA Group Company) (i)
to the extent due to the Transfer, and (ii) in respect of time periods from the
date of such Transfer and up to the fifth anniversary thereof. Material
Financial Detriment Costs do not include any Restructuring Costs.


“Network Access Agreement” or “NAA” shall mean the agreement in Schedule G to
this Agreement.


“Network Access Equipment” shall mean customer premises equipment and similar
end-user specific equipment, and that is provided by SITA and Equant to their
customers to enable end-users to access the Network.


“Network Assets” shall mean all relevant tangible assets owned by the SITA
Group Companies and used in the operation, administration and management of the
Network, including (i) communication concentrators, switching equipment,
routers, servers, hubs, access devices, data communications equipment, and
related equipment, (ii) all associated cabling, (iii) tangible movable property
required to maintain and operate the Network’s domestic and international
leased circuits or purchased telecommunications capacity, and {and}(iv)
purchased telecommunications capacity, but shall exclude any Network Access
Equipment for SITA Customers (except as otherwise agreed by the Parties) and
all real property and buildings and improvements thereon.


“Network Operations” shall mean In-Country Network Operations.


“Network Resources” shall mean Network Assets together with Network Staff.


“Network Space” means Exclusive Space together with the portion of any Shared
Space that is used in general for or by Network Operations, as of the Effective
Date and from time to time thereafter.


“Network Staff” shall mean (i) all employees of SITA SC who are dedicated full
time to the operation, administration or management of the Network (unless
otherwise mutually agreed), (ii) such employees whose functions or activities
partly relate to the Network as identified and agreed by the




	 	 	 
	

	Transition and Management Agreement	A-1-3	Dated: 30 November
2001
	Schedule A (Glossary)
	Restated Version with
Amendment 1 (Errata)









 




Parties on a case-by-case basis in accordance with this Agreement, and (iii)
all transferred workshop employees, but shall exclude SITA retained workshop
employees.


“Network Transfer” shall mean, in a Country, the transfer or assignment, as
applicable, of all or substantially all of the Network Resources the Intangible
Network Resources, and the Other Network Resources from SITA to Equant pursuant
to Clause 4 of this Agreement, as evidenced by the Parties’ execution of a
network transfer form and following which Equant assumes full operational
control of the Network in the Country.


“Network Transfer Effective Date” shall mean the date specified as such in the
executed Network Transfer Form.


“Original Due Date” shall have the meaning specified in Clause 5.4(b)
of this Agreement.


“Other Network Resources” shall mean all relevant supply contracts entered into
by SITA SC for the operation, administration and management of the In-Country
Network, including all third party service agreements, Circuit Contracts,
equipment leases, and contracts for the support of Network Operations.


“Other Restructuring Costs” shall mean costs and expenses incurred by SITA SC
(or the applicable SITA Group Company) to the extent they (a) arise in
connection with an actual or prospective Transfer, it being agreed that no cost
or expense arising more than two (2) years after the Transfer (or such other
time as mutually agreed by the Parties) will be treated as being made in
connection with such Transfer, (b) are not recurrent costs or expenses of
ongoing operations, (c) are not costs or expenses that SITA SC (or the
applicable SITA Group Company) would have incurred in the absence of actual or
prospective Transfers, and (d) are not costs or expenses in respect of events
prior to the Effective Date.


“Partial Transfer” shall mean the transfer or assignment as applicable of some
but not all Network Resources and Other Network Resources in a Country, without
Equant taking full Network operational control of the applicable ICNO.


“Parties” and a “Party” shall mean Equant or SITA SC (and/or the applicable
SITA Group Companies), as applicable.


“P&I” shall mean policies, procedures and instructions issued by Equant from
time to time relating to (a) SITA SC’s and the applicable SITA Group Companies’
access to the Global Network, and (b) the operational standards (including any
corporate policies and procedures issued by Equant) to be followed by SITA SC
and the applicable SITA Group Companies as a condition to this access.


“Preceding Month-End Exchange Rate” shall have the meaning set forth in
Schedule F.


“Prioritised Timetable” shall mean the timetable for the Transfer of in-Country
Network Resources and the assignment of in-Country Other Network Resources from
SITA SC or the applicable SITA Group Company to Equant, as established and
updated from time to time by the Joint Task Force pursuant to the terms of
Clause 4 of this Agreement.


“Prioritised Timetable Transfer Process” means the process to be followed in
respect of each Network Transfer as set out in Clause 4.6 of this Agreement.


“Real Property Leases” shall mean all leases entered into by SITA SC or a SITA
Group Company in respect of facilities or premises that comprise, in whole or
in part, Network Space.


“Recipient” shall have the meaning specified in Clause 17.3 of this Agreement.




	 	 	 
	

	Transition and Management Agreement	A-1-4	Dated: 30 November
2001
	Schedule A (Glossary)
	Restated Version with
Amendment 1 (Errata)









 




“Related Agreements” shall have the meaning specified in Recital B of this
Agreement.


“Restructuring Costs” shall mean:



	 	 	 
	(i)	 	Other Restructuring Costs;
 
	(ii)	 	Costs and expenses of planning and implementing the IT
Transition, including Restructuring Costs under Clause 7.11 of this
Agreement (the “IT Transition Restructuring Costs”);
 
	(iii)	 	Transactional Restructuring Costs; and
 
	(iv)	 	Such other costs as mutually agreed by the Parties;
 
	but shall exclude any Material Financial Detriment Costs



“Revised Due Date” shall have the meaning specified in Clause 5.4(e) of this
Agreement.


“Revised Target Date” shall have the meaning specified in Clause 4.6(b)(iii)(C)
of this Agreement.


“Senior Member” shall mean the most senior member of the Network Staff in a
Country or a region reporting to a member of SITA Specific Staff.


“Separate Facility” means space within a Shared Space that is (or, as the
context requires, is reasonably capable of) being managed as a single
operational unit.


“Set Amount” shall have the meaning specified in Clause 15.1(e)(xiv) of this
Agreement.


“Shared Space” means facilities or premises leased or owned by a Party which
are partly used by Network Staff and/or Equant staff, on the one hand, and SITA
Specific Staff, on the other hand.


“Significant Costs” shall have the meaning specified in Clause 16.4(a) of this Agreement.


“SITA Corporate Sites” shall have the meaning in 13.3(a)(ii).


“SITA ICNO Costs” shall have the meaning specified in Clause 15.1(a) of this
Agreement.


“SITA IT Services” shall have the meaning specified in Clause 7.3(b) of this
Agreement.


“SITA-Owned Space” shall have the meaning specified in Clause 13.1(d) of this
Agreement.


“SITA Specific Activities” shall mean all activities of SITA SC or the
applicable SITA Group Company with the exception of ICNO activities.


“SITA Specific Staff” shall mean all employees of SITA SC other than Network
Staff, except as otherwise agreed by the Parties.


“Space” means Exclusive Space and Shared Space together.


“Statement of Costs” shall have the meaning specified in Clause 15.1(b)(i)(A)
of this Agreement.


“Supply Contracts” shall mean supply contracts in respect of Other Network
Resources.


“Target Date” shall have the meaning specified in Clause 4.6(b)(iii)(A) of this
Agreement.




	 	 	 
	

	Transition and Management Agreement	A-1-5	Dated: 30 November
2001
	Schedule A (Glossary)
	Restated Version with
Amendment 1 (Errata)









 





“Tax” or “Taxes” shall mean any and all taxes, fees, levies, duties, tariffs,
imposts, assessments and other charges of any kind (together with any and all
interest, penalties, additions to tax and additional tax amounts imposed with
respect thereto) imposed by any tax or equivalent governmental authority on
SITA SC (or the applicable SITA Group Company) under this Agreement, including
taxes or other charges on or with respect to income (net or gross), franchises,
windfall or other profits, gross receipts, capital, property, sales, use,
capital stock, payroll, employment, social security, pension insurance,
unemployment compensation, severance, occupation, premium or net worth taxes or
other charges in the nature of excise, withholding, ad volorem, value added,
stamp duties, tariffs and similar charges. Professional fees associated with
paying or contesting such Tax shall not be included as Tax, but may be claimed
in the same way as the associated Tax.


“Term” shall have the meaning specified in Clause 2 of this
Agreement.


“Third Party IT Agreements” shall have the meaning specified in Clause 7.12 of
this Agreement.


“Transfer” means either a Partial Transfer or a Network Transfer as applicable.


“Transactional Restructuring Costs” shall have the meaning set out in Clause
16.2(a)(i).


“Transfer Threshold” shall have the meaning specified in Clause 4.3(d)(i) of
this Agreement.


“Weighted Aggregate RC/MFD Liabilities” shall have the meaning specified in
Clause 4.3(d)(ii) of this Agreement.




	 	 	 
	

	Transition and Management Agreement	A-1-6	Dated: 30 November
2001
	Schedule A (Glossary)
	Restated Version with
Amendment 1 (Errata)









 



Attachment A-2



Generic Glossary


 

Note: All references to clauses of “this Agreement” in the Generic Glossary are to
clauses of the Services Agreement.

 

[*]


‘Account Management Agreement’ means the Account Management Agreement executed by SITA SC, SITA INC and
France Telecom on 29 June 2001.


‘Achieved Activity’ has the meaning set forth in clause 16.1(a) of this Agreement.



‘Active Sales’ means active marketing approaches to end customers, including without
limitation direct mail, advertisements in the media directly targeted at the customer group in
question, marketing visits which have not been specifically requested by such customers and
the submission of unsolicited bids.


‘Adjustments to the Year 2000 Cost Share’ has the meaning set forth in clause 10.2 of this
Agreement.


‘Affected Party’ means a Party that has delivered notice of an actual or proposed Change of
Control of such Party.


‘Affiliate’ means in respect of any legal entity, any other legal entity that Controls, is
Controlled by or is under common Control with such legal entity.


‘Agreement’ means this Services Agreement including all of the Schedules, all attachments to
such Schedules, and all of the appendices to such Schedules, all as amended from time to time.


‘Air Transport Community’ has the meaning set forth in Schedule B (‘Definition of Air
Transport Community’) to the Strategic Relationship Umbrella Agreement.


‘Allowable Differential’ has the meaning set forth in clause 12.6(a) of this Agreement.



‘Allowable Differential Curves’ has the meaning set forth in clause 12.6(b) of this Agreement.





Note: All references to clauses of “this Agreement” in the Generic Glossary are to clauses of the Services Agreement.



	 	 	 
	

	Transition and Management
Agreement
Schedule A (Glossary)
Restated Version with Amendment No. 1	A-2-1	Dated:  30 November 2001




 






 




‘Annual Forecast Date’ has the meaning set forth in clause 15.1(b) of this Agreement.


‘Annual Network Activity Forecast’ means a forecast of connections, traffic and other Network
activity for the period of thirty-six (36) calendar months commencing from the first day of
the calendar month immediately following the Annual Forecast Date.


[*]


‘Audit Representatives’ means an independent third-party accounting firm appointed by a Party
to audit another Party’s records or to inspect a Party’s owned or leased equipment that is
managed by another Party.


[*]



‘Benchmarking Agreement’ has the meaning set forth in clause 11.3(a) of this Agreement.




‘Benchmarking Certification Report’ has the meaning set forth in clause 11.5(a) of this Agreement.




[*]


‘Benchmarking Region’ has the meaning set forth in Schedule O (‘Benchmarking Regions’) to this
Agreement.


‘Benchmarking Report’ has the meaning set forth in clause 11.5(a) of this Agreement.


‘Benchmarking Survey’ has the meaning set forth in clause 11.1 of this Agreement.


‘Billing Entities’ and ‘Billed Entities’ has the meaning set forth in Schedule H (‘Billing
Entities, Billed Entities and Remitting Entities’) to this Agreement.


‘Billing Information’ has the meaning set forth in clause 18.4(a) of this Agreement.



‘Billing Period’ means the calendar month period in respect of which the Billing Entities are to deliver an invoice for
the Services rendered to SITA SC, SITA INC and the SITA Group Companies as applicable during
that calendar month.



‘Break Points’ has the meaning set forth in clause 12.6(b) of this Agreement.


‘Bundled Tail Circuits’ means Tail Circuits, Tie Lines or local access provided by Equant to
SITA SC, SITA INC and the SITA Group Companies on a bundled basis.





Note: All references to clauses of “this Agreement” in the Generic Glossary are to clauses of the Services Agreement.



	 	 	 
	

	Transition and Management Agreement
Restated Version with Amendment No. 1	A-2-2	Dated:  30 November 2001




 






 




‘Business Days’ means Monday to Friday, excluding any public holidays, when banks are open for
business in New York, London, Amsterdam, Paris and Geneva.


[*]


‘Change of Control’ shall with respect to a legal entity mean:



	 	 	 
	(a)	 	
the sale of other disposition by such legal entity of all, or substantially all, of the
assets of such legal entity; or
 
	(b)	 	
the sale or other disposition of more than 50% of the capital stock of such legal entity
(other than to an Affiliate, or a bona fide pledge in connection with a financing); or
 
	(c)	 	
a merger, consolidation or other business combination involving such legal entity, which
results in the stockholders, or certificate holders, as applicable, of such legal entity
and/or its Affiliates immediately prior to such event owning less than 50% of the capital
stock of the surviving entity.
 




‘Claim’ means any claim, demand, proceeding or other action.




‘Commitment Date’ has the meaning set forth in clause 16.1(c) of this Agreement.



‘Comparable Provider(s)’ has the meaning set forth in clause 2.4(a) of Schedule M (‘Instructions to the Independent Expert’);



‘Comparable Service(s)’ has the meaning set forth in clause 2.3(b) of Schedule M (‘Instructions to the Independent Expert’);


[*]


[*]


‘Confidential Information’ means in relation to SITA SC, SITA INC, and Equant, and each of their respective Affiliates:



	 	 	 
	(a)	 	
information that relates to the financial position, business, budget, financial and
product or marketing strategies, forecasts or projections of such entity, customer information
and lists, pricing information, costs data, estimates, market surveys, source codes, the
internal management or structure of such entity, technology plans, technical studies or
designs, trade secrets and other trade information, database models or personnel;
 
	(b)	 	
information that is marked by such entity as confidential or if disclosed orally is
identified as confidential;









Note: All references to clauses of “this Agreement” in the Generic Glossary are to clauses of the Services Agreement.



	 	 	 
	

	Transition and Management Agreement
Restated Version with Amendment No. 1	A-2-3	Dated:  30 November 2001





 






 





	 	 	 
	(c)	 	
the Strategic Relationship Umbrella Agreement, this Agreement, the Transition and
Management Agreement and the Account Management Agreement, and the terms and conditions or other
provisions contained in each them (including any schedule or other attachments thereto);
 
	(d)	 	
in the case of Equant, the Equant IPR; and
 
	(e)	 	
in the case of SITA SC and SITA INC, the SITA IPR.



‘Consent’ means any approval, acceptance or consent by a Party that is required under this
Agreement. Pursuant to relevant clauses in this Agreement, except where expressly provided as
being in the sole and absolute discretion of a Party, Consent will not be unreasonably
withheld, conditioned or delayed.


‘Contract Year’ means 1 July to 30 June each year of the Term.


‘Contract Year One Cost Base’ has the meaning set forth in clause 10.3 of this Agreement.


‘Contract Year One Cost Base Transfers’ has the meaning set forth in clause 10.3 of this
Agreement.


‘Contract Year One End Year True Up Payment’ has the meaning set forth in clause 10.3 of this
Agreement.


‘Contract Year One Quarterly MRC Payment’ has the meaning set forth in clause 10.3 of this
Agreement.


‘Contract Year Two Cost Base’ has the meaning set forth in clause 10.3 of this Agreement.


‘Contract Year Two Cost Base Transfers’ has the meaning set forth in clause 10.3 of this
Agreement.


‘Contract Year Two End Year True Up Payment’ has the meaning set forth in clause 10.3 of this
Agreement.


‘Contract Year Two Quarterly MRC Payment’ has the meaning set forth in clause 10.3 of this
Agreement.


‘Contract Year Zero Volume’ has the meaning set forth in clause 10.3 of this Agreement.


‘Control’ and derivative terms (such as Controlling or Controlled) means, with respect to any
legal entity, the possession, directly or indirectly, of the power to direct or cause the
direction of the management policies of such legal entity, whether through the ownership of
voting securities or by contract or otherwise.


‘Cost Base Services’ means the Services designated as such under Schedule I (‘Schedule of
Services’) and as described in clause 10.1(a).






Note: All references to clauses of “this Agreement” in the Generic Glossary are to clauses of the Services Agreement.




	 	 	 
	

	Transition and Management Agreement
Restated Version with Amendment No. 1	A-2-4	Dated:  30 November 2001




 






 



‘Cost Base Service Charges’ means the amounts payable by SITA SC and SITA INC to Equant with
respect to the Cost Base Services.



‘Cost Base Transfers’ means the cost of activities removed from the Cost Base after the
Effective Date as reasonably agreed by the Parties.



‘Cost Efficient’ means cost efficient from a tax and legal perspective.




‘Cost Share’ has the meaning set forth in clause 10.2 of this Agreement.



‘Country’ means any national or federal jurisdiction or territory.



‘Cumulative Contract Year One Interim MRC’ has the meaning set forth in clause 10.3 of this
Agreement.




‘Cumulative Contract Year Two Interim MRC’ has the meaning set forth in clause 10.3 of this Agreement.



‘Defaulting SITA Party’ has the meaning as set forth in clause 27.2 of this Agreement.



‘Detailed Billing Information’ has the meaning set forth in clause 18.4(a) of this Agreement.


‘Disclosing Party’ has the meaning set forth in clause 22.3 of this Agreement.



‘Dispute Resolution Procedures’, ‘Dispute Resolution Proceeding’ and ‘Dispute Resolution Process’ each means the procedures set forth in clause 8 of the Strategic
Relationship Umbrella Agreement.



‘Disputed Amounts’ has the meaning set forth in clause 18 of this Agreement.



‘Disputed Information’ has the meaning set forth in clause 18 of this Agreement.



‘Distributor’ means a customer of Equant that resells Network Services purchased from Equant
to one or more third parties.




[*]



‘Draft Price Book’ has the meaning set forth in Schedule J (‘Price Book Update Timescale’).



‘Duration’ has the meaning set forth in clause 16.3(a) of this Agreement.






Note: All references to clauses of “this Agreement” in the Generic Glossary are to clauses of the Services Agreement.




	 	 	 
	

	Transition and Management Agreement
Restated Version with Amendment No. 1	A-2-5	Dated:  30 November 2001




 






 



‘Effective Date’ means 1 July 2001.


‘Effective Period’ has the meaning set forth in clause 7.1(a) of this Agreement.


‘Equant Group Companies’ means, at any time during the Term, Equant N.V. and its Affiliates.


‘Equant IPR’ means the IPR owned by the Equant Group Companies.


‘Equant IT Services’ has the meaning set forth in clause 7 of the Transition and Management
Agreement.


‘Equant Non-Solicitation Obligation’ means the obligation of Equant not to make Active Sales to customers
within the Air Transport Community, as set forth in clause 7.4 of this Agreement.


‘Equant Project Executive’ has the meaning set forth in clause 20.2 of this Agreement.


‘Equivalent Connections’ shall have the meaning set out in the JV Agreement.


‘Exception Priced Service Charges’ has the meaning set forth in clause 10.1 of this Agreement.


‘Exception Priced Services’ means the Services which are classified as “Exception Priced
Services” under Schedule I (‘Schedule of Services’) and as described in clause 10.1(b)(ii).


‘Exclusivity Obligation’ means the obligation of the SITA Group Companies to purchase Network
Services exclusively from Equant, as set forth in clause 7.3 of this Agreement.


‘Executive Committee’ has the meaning set forth in clause 6.1 of the Strategic Relationship
Umbrella Agreement.


‘Force Majeure Event’ means any:


(f)       fire, flood, earthquake, elements of nature or acts of God;


(g)       riot, civil disorder, rebellion, revolution, acts of war, or acts of terrorism;


(h)       third party strikes or lockouts affecting the non-performing Party’s ability to fulfill
its obligations; or


(i)       other causes beyond the reasonable control of the non-performing Party.


‘Forecast Dates’ means the Quarterly Forecast Dates and the Annual Forecast Date and in the
event that a Forecast Date does not fall on a Business Day, a reference to a Forecast Date
shall mean the Business Day immediately preceding the relevant Forecast Date.


‘France Telecom’ means France Telecom S.A., a société anonyme having its registered office at
6,




Note: All references to clauses of “this Agreement” in the Generic Glossary are to clauses of the Services Agreement.



	 	 	 
	

	Transition and Management Agreement
Restated Version with Amendment No. 1	A-2-6	Dated:  30 November 2001




 






 




place d’Alleray Cedex 5, 75015 Paris, France.



[*]



‘Generic Network Assets’ has the meaning set forth in clause 5.3(a) of this Agreement.



‘Generic Price Book’ means the Price Book that provides gross generic distributor prices with
respect to Generic Products/Services.



‘Generic Product/Service’ means a product or service that Equant offers generally to all of
its distributors and that is designated as such in the Price Books.



[*]



‘Global One’ means Global One Communications Holding B.V. and Global One Communications World
Holding B.V of Klaprozenweg 75, 1033 NN Amsterdam, The Netherlands.



‘Global One ATC Contract’ has the meaning set forth in clause 6.4 of this Agreement.



[*]



[*]



‘Glossary’ means this Schedule A (Glossary) to this Agreement.



‘Heads of Agreement’ or ‘HOA’ means the Heads of Agreement executed by SITA SC, SITA INC,
France Telecom, and Equant on 19 November 2000.



‘Historical Activity Data’ has the meaning set forth in clause 10.5 of this Agreement.



‘Historical Data’ has the meaning set forth in clause 17(a) of this Agreement.



‘ICNO’ has the meaning set forth in the Transition and Management Agreement.



‘Independent Expert’ has the meaning set forth in clause 11.2 of this Agreement and shall
include any Replacement Independent Expert.



[*]



‘Insolvency Event’ has the meaning as set forth in clause 28.3 of this Agreement.




Note: All references to clauses of “this Agreement” in the Generic Glossary are to clauses of the Services Agreement.



	 	 	 
	

	Transition and Management Agreement
Restated Version with Amendment No. 1	A-2-7	Dated:  30 November 2001




 






 




‘Intellectual Property Rights’ or ‘IPR’ means any letters patent, patented articles, patent
applications, designs, copyrights, database rights, moral rights, inventions whether or not
capable of protection by patent or registration, techniques, technical data and know-how,
whether registered or unregistered and including applications, registrations and renewals in
connection thereunder for the grant of any such assets or rights of the foregoing descriptions
and all rights or forms of protection having equivalent or similar effect anywhere in the
world.


‘Interim Benchmarking Report’ has the meaning set forth in clause 11.6 of this Agreement.




‘Invoiced Party’ has the meaning as set forth in clause 18.8(c) of this Agreement.



‘Invoicing Party’ has the meaning set forth in clause 18.8(c) of this Agreement.


‘IT Transition Period’ means the twenty-one (21) month period commencing on the Effective Date
and ending on the day before the twenty-first month anniversary of the Effective Date.



‘JV Agreement’ or ‘JV’ means the Joint Venture Agreement executed by SITA SC, SITA Global
Telecommunication Services Limited, SITA Equant (formerly SITA Globetel Company) and Equant (formerly SITA
Telecommunications Holdings N.V.) on 2 October 1995, as amended.


‘Key Measurements’ has the meaning set forth in clause 1 of Schedule F (‘Service Levels Schedule’) to this
Agreement.


‘Laws’ means:



	 	 	 
	(j)	 	
any applicable law, statute, regulation, ordinance or subordinate legislation in force
from time to time to which a Party is subject; and
 
	(k)	 	
any applicable directive, policy, rule, judgement, injunction, decree or order that is
binding on a Party and that is made or given by any government, agency thereof, or any
regulatory body;



of any Country, the European Union, or other national, federal, commonwealth, state,
provincial or local jurisdiction.


[*]


‘Losses’ means all losses, liabilities, damages, costs and expenses (including reasonable
legal fees, and disbursements including external costs of investigation, litigation,
settlement, judgement, interest and penalties).



‘MFN Agreement’ has the meaning set forth in clause 13.3(a) of this Agreement.






Note: All references to clauses of “this Agreement” in the Generic Glossary are to clauses of the Services Agreement.




	 	 	 
	

	Transition and Management Agreement
Restated Version with Amendment No. 1	A-2-8	Dated:  30 November 2001





 







 



‘MFN Certification Report’ has the meaning set forth in clause 13.4(a) of this Agreement.



‘MFN Evaluation’ (with MFN standing for ‘most favored nation’) means the procedure
described in Schedule N (‘Instructions to the MFN Evaluator’) of this Agreement.



‘MFN Evaluation Report’ has the meaning set forth in clause 13.4(a) of this Agreement.


‘MFN Evaluator’ has the meaning set forth in clause 13.2 of this Agreement.


‘MFN Refund’ has the meaning set forth in clause 13.1(b) of this Agreement.


‘MFN Revised Net Price Book Prices’ has the meaning set forth in clause 13.1(b) of this
Agreement.


‘MFN Test(s)’ means the most favoured nation tests set forth in Schedule N (‘Instructions to
MFN Evaluator’).


‘Minimum Revenue Commitment’ or ‘MRC’ has the meaning set forth in clause 14 of this Agreement.


‘Minimum Unit Cost Reductions’ has the meaning set forth in clause 10.3 of this Agreement.


‘Modify’ and ‘Modification’ means to add to, expand, enhance, reduce, change, replace, vary,
derive or improve.


‘Net Price Book Prices’ means the prices derived by applying any applicable discounts to the
Price Books.


‘Net Price Book Activity’ means the billable activity applicable to the Net Price Book Prices.



‘Network’ means the network that is jointly managed by SITA SC and by Equant as at the
Effective Date pursuant to the JV Agreement, as such Network is modified throughout the Term.


‘Network Activity Forecasts’ means the Quarterly Network Activity Forecast and the Annual
Network Activity Forecast.


‘Network Implementation Action’ means a fully-developed business plan for a specific expansion
or modification of the Network.


‘Network Planning Committee’ means the committee established pursuant to clause 5.2 of this
Agreement.


‘Network Operational Performance Committee’ or ‘NOPC’ means the committee that is established
pursuant to clause 5.5 of this Agreement.




Note: All references to clauses of “this Agreement” in the Generic Glossary are to clauses of the Services Agreement.



	 	 	 
	

	Transition and Management Agreement
Restated Version with Amendment No. 1	A-2-9	Dated:  30 November 2001




 






 


‘Network Resources” has the meaning set forth in the Transition and Management Agreement.



‘Network Services’ mean any product or service which is itself telecommunications carriage or
which includes telecommunications carriage as a component of such product or service.



‘Network Services Revenue’ means, in respect of a legal entity, the aggregate of all revenues
received from customers (other than from an Affiliate of such entity) from the sale of Network
Services, including all revenues received in respect of products that include Network Services
bundled with services other than Network Services.



‘Network Short Term Development Plan’ means a business plan for the development of the Network
that sits with Equant’s specific plans for the six (6) month period commencing from the date
of the Network Short Term Development Plan.



‘Network Strategic Plan’ means a long term strategic plan outlining Equant’s plans for the
Network.



[*]



‘Nomination Criteria’ has the meaning set forth in clause 1 of Schedule K (‘Nomination and Selection of
Independent Expert’).


‘Nominee’ has the meaning set forth in Schedule K (‘Nomination and Selection of Independent
Expert’).


‘Non-Cost Base Services’ means the Services designated as such under Schedule I (‘Schedule of
Services’).


[*]


‘Non-Renewed Revenue’ has the meaning set forth in clause 14(b) of this Agreement.



‘Operations and Procedures Manual’ means the manual to be developed by the Parties as described.



‘Overall Revenue’ means, in respect of a legal entity, the aggregate of all revenues received
from customers (other than an Affiliate of such legal entity) from the sale of any product or
service.


[*]



‘Pass Through Expenses’ means actual costs for Pass Through Services that are charged by Equant to




Note: All references to clauses of “this Agreement” in the Generic Glossary are to clauses of the Services Agreement.




	 	 	 
	

	Transition and Management Agreement
Restated Version with Amendment No. 1	A-2-10	Dated:  30 November 2001




 






 




SITA SC or SITA INC net of any related management fees as may be agreed by the Parties (ie., without margin, markup or fee).


‘Pass Through Services’ means the Services which are classified as “Pass Through Services”
under Schedule I (‘Schedule of Services’).


‘Performance Targets’ has the meaning set forth in clause 1 of Schedule F (‘Service Levels Schedule’) to
this Agreement.


‘Pre-Contractual Statements’ has the meaning as set forth in clause 30.6(a) of this Agreement.


‘Preliminary Price Book’ has the meaning set forth in Schedule J (‘Price Book Update
Timescale’).


‘Price Books’ means the Generic Price Book and the SITA Specific Price Book for the respective
Contract Year.


‘Price to Volume Assessment’ has the meaning set forth in clause 12.1 to this Agreement.


‘Price to Volume Assessment Report’ has the meaning set forth in clause 12.2 to this Agreement.


‘Priced Service Charges’ has the meaning set forth in clause 10.1 of this Agreement.


‘Priced Services’ means the Services which are classified as “Priced Services” under Schedule
I (‘Schedule of Services’) and shall include any Bundled Tail Circuits.


‘Pricing Structure’ has the meaning set forth in clause 10.2 of this Agreement.


‘Product Council’ means the committee that is established pursuant to clause 4.2 of this
Agreement.



‘Proposed Action’ has the meaning set forth in clause 5.1 of this Agreement.


‘Quarterly Forecast Dates’ has the meaning set forth in clause 15.1(a) of this Agreement.


‘Quarterly Network Activity Forecast’ means a forecast of connections, traffic and other
Network activity for the period of twelve (12) calendar months commencing from the first day
of the calendar month immediately following the Quarterly Forecast Date.


‘Quarterly Network Activity Forecast Value’ has the meaning set forth in clause 16.1(a) of
this Agreement.


[*]




Note: All references to clauses of “this Agreement” in the Generic Glossary are to clauses of the Services Agreement.



	 	 	 
	

	Transition and Management Agreement
Restated Version with Amendment No. 1	A-2-11	Dated:  30 November 2001




 






 




‘Recognisable Costs’ has the meaning set forth in clause 16.1(b) of this Agreement.


‘Reconciliation Report’ has the meaning set forth in clause 18.4(a) of this Agreement.


‘Reduction Amount’ has the meaning set forth in clause 14(b) of this Agreement.


‘Related Provisions’ means the Exclusivity Obligation, the Equant Non-Solicitation Obligation
and the SITA Group Companies Non-Solicitation Obligation.


‘Remedy Period’ has the meaning set forth in clause 7.3 of this Agreement.


‘Replacement Independent Expert’ has the meaning set forth in clause 11.6 of this Agreement.


‘Replacement MFN Evaluator’ has the meaning set forth in clause 13.7(b) of this Agreement.


‘Replacement Supplier’ means a third-party provider selected by SITA SC and/or SITA INC to
supply services to replace all or part of the Services (a) after the expiry or termination of
this Agreement; (b) following a partial removal of part of the Services from the scope of this
Agreement; or (c) following exercise by SITA SC of the Step-In Rights.


‘Reports’ means those reports specified in Schedule G (Reports) to this Agreement.


‘Service Charges’ has the meaning set forth in clause 10.3 of this Agreement.


‘Service Credits’ has the meaning set forth in clause 1 of Schedule F (‘Service Levels Schedule’) to this
Agreement.


‘Service Level’ has the meaning set forth in clause 1 of Schedule F (‘Service Levels Schedule’) to this
Agreement.


‘Service Level Default’ has the meaning set forth in clause 1 of Schedule F (‘Service Levels Agreement’)
to this Agreement.


‘Service Levels Schedule’ means Schedule F (‘Service Levels Schedule’) to this Agreement.


‘Services’ means the Network Services and the Support Services and ad hoc services.


‘Significant Forecast Deviation’ has the meaning set forth in clause 16.1(a) of this Agreement.


[*]


‘SITA Group Companies’ means, at any time during the Term, SITA SC, its Affiliates, including
SITA INC (so long as SITA INC is Controlled by the SITA INC Foundation).




Note: All references to clauses of “this Agreement” in the Generic Glossary are to clauses of the Services Agreement.



	 	 	 
	

	Transition and Management Agreement
Restated Version with Amendment No. 1	A-2-12	Dated:  30 November 2001




 






 




‘SITA Group Companies Non-Solicitation Obligation’ means the obligation of the SITA Group
Companies not to make Active Sales to customers outside of the Air Transport Community, as set forth in
clause 5 of this Agreement.


‘SITA INC Non-Equant Network Services Revenue’ has the meaning set forth in clause 7.3 of this
Agreement


‘SITA IPR’ means the IPR owned by the SITA Group Companies.


‘SITA Relationship Team’ or ‘SRT’ has the meaning set forth in clause 6.2 of the Strategic
Relationship Umbrella Agreement.


‘SITA Marks’ mean the trade marks, service marks, brand names, trade names, business names and
logos of the SITA Group Companies that were used by Equant, or are embedded in the software,
systems, works of authorship and similar materials in Equant’s possession, as of the Effective
Date.


‘SITA Specific Discount’ means all discounts applied to gross prices set forth in the Price
Books by Equant on behalf of SITA SC, SITA INC and the SITA Group Companies and includes the
Volume Discount.


‘SITA Specific Price Book’ means the Price Book that provides prices applicable to SITA
Specific Products/Services.


‘SITA Specific Product/Service’ means a product and/or service (other than a Generic
Product/Service) developed or to be developed for the specific use of the SITA Group Companies
and their customers.


[*]


‘Standard Cost Services’ means the Services which are classified as “Standard Cost Services
under Schedule I (‘Schedule of Services’).


‘Standard Cost Service Charges’ has the meaning set forth in clause 10.1 of this Agreement.


‘Step-In Rights’ has the meaning set forth in clause 5.4 of this Agreement.


‘Strategic Relationship Benefits’ has the meaning set forth in clause 7.8(b) of this Agreement.


‘Strategic Relationship Umbrella Agreement’ means the Strategic Relationship Umbrella
Agreement executed by France Telecom, SITA SC, SITA INC and Equant on 29 June 2001.


‘Support Services’ means all products and services listed in the Price Books that are not
Network Services.




Note: All references to clauses of “this Agreement” in the Generic Glossary are to clauses of the Services Agreement.



	 	 	 
	

	Transition and Management Agreement
Restated Version with Amendment No. 1	A-2-13	Dated:  30 November 2001




 






 




‘Tail Circuits”, ‘Tie Lines’ or ‘Local Access’ means tail circuits, tie lines and local access.


[*]

‘Term’ has the meaning set forth in clause 2 of this Agreement.


‘Terminated Benchmark Period’ has the meaning set forth in clause 11.6 of this Agreement.


‘Terminated MFN Period’ has the meaning set forth in clause 13.7(c) of this Agreement.


‘Terminated Revenue’ has the meaning set forth in clause 14(b) of this Agreement.


‘Termination Period’ has the meaning as set forth in clause 27.9(a) of this Agreement.


‘Transaction’ means the transaction contemplated by the Contribution Agreement relating to
Global One and the Share Purchase Agreement.


‘Transfer’ has the meaning set out in the Transition and Management Agreement.


‘Transferred Company’ has the meaning set forth in clause 7.3(g) of this Agreement.


‘Transition and Management Agreement’ means the Transition and Management Agreement executed
by Equant and SITA SC on the 29 June 2001.


[*]


‘Volume’ has the meaning set forth in Schedule P (‘Unit Cost, Cost Base and Volume
Considerations’) to this Agreement.


‘Volume Discount’ has the meaning set forth in clause 10.2 of this Agreement.


[*]


‘Year 2000 Cost Base’ has the meaning set forth in clause 10.2 of this Agreement.


‘Year 2000 Cost Share’ has the meaning set forth at clause 10.2 of this Agreement.


‘Year 2000 Price Book’ has the meaning set forth at clause 10.2(d) of this Agreement.




Note: All references to clauses of “this Agreement” in the Generic Glossary are to clauses of the Services Agreement.



	 	 	 
	

	Transition and Management Agreement
Restated Version with Amendment No. 1	A-2-14	Dated:  30 November 2001




 






 




Schedule B



IT JTF GUIDELINES




Context




	1.	 	The Parties will work together through the IT Joint Task Force (the “IT
JTF”) to manage the IT Transition.
	 
	2.	 	The IT JTF will include a program manager from each Party who shall be
the SPOC for each Party with regard to the IT Transition.
	 
	3.	 	Each SPOC will be authorised to jointly agree measures and actions that
fall within the scope of the IT Transition, subject to the IT Transition
Guidelines (set forth below) and within specific budget approvals.
	 
	4.	 	If the SPOCs fail to agree on an issue, or an issue arises that either
SPOC reasonably believes is outside the bounds of his or her authority,
the issue will be referred to the IT Steering Committee for resolution.
	 
	5.	 	The IT Steering Committee will attempt to resolve the issue consistent
with the IT Transition Guidelines set forth below. If the Parties do not
agree in the IT Steering Committee, the dispute will be escalated for
resolution pursuant to the Transition and Management Agreement.



IT Transition Guidelines



Costs & Improvements in Functionality



	1.	 	Each solution provided as part of the IT Transition Plan must be the one
that provides at least an equivalent level of service (e.g., the same
software, hardware, performance, capacity, functionality, version, etc.,
as applicable, collectively the “Level of Service”) as was previously
provided for the lowest commercially reasonable implementation cost.
	 
	2.	 	If Guideline #1 is not dispositive in resolving the issue, the solution
that involves the optimal mix of the shortest completion time, least risk
of failure, least business disruption (for both Parties), and least impact
on the Party providing the IT Service being transitioned will be chosen.
	 
	3.	 	The Party for whom a solution is being implemented will bear the
incremental costs (including both the implementing Party’s value of time
and expenses as well as third party expenses, e.g., purchasing, licensing,
services), if any, of any solution to the extent the solution provides
such Party with a higher Level of Service than was previously provided.



Timing



	1.	 	The IT Transition shall be scheduled in accordance with Clauses 7.1 and
7.2(c) and 7.2(d).
	 
	2.	 	Subject to Clause 7.1, if conflicts in IT Transition scheduling
priorities arise, the IT JTF will use, as a criterion for prioritising
individual steps within the IT Transition, the willingness of the supplier
of the relevant IT Services to continue to provide such IT Services.
	 
	3.	 	If the IT JTF believes in good faith that there is more than one (1)
solution that can provide the same Level of Service, then Equant will
decide which solution to implement.






	 	 	 
	

	Transition and Management
Agreement
Schedule B (IT JTF Guidelines)
Restated Version with
Amendment 1 (Errata)	B-1	Dated:  30 November 2001





 






 




Schedule C



Central staff countries


 

The Central Staff Countries are:


Australia

Canada

France

Singapore

Switzerland

United Kingdom

United States of America




	 	 	 
	

	Transition and Management
Agreement

Schedule C (Central Staff Countries)
Restated Version with
Amendment 1 (Errata)	C-1	Dated:  30 November 2001








 




Schedule D



Set Amounts


 

The Set Amounts in Clause 15.1(e)(xiv) as of the Effective Date shall be:



	 	 	 	 	 
	Large Countries charge per month
Medium Countries charge per month

Small Countries charge per month

Very small Countries charge per month
	 	 	
[*]
[*]

[*]

[*]
	 



The above monthly charges are based on weighting factors of [*]
(respectively for large, medium, small and very small Countries), which
weighting factors will be used for any adjustments in accordance with Clause
15.1(e)(xiv) unless the Parties otherwise agree.


The criteria for assessment of very small, small, medium and large shall be
delineated as follows:


	 	 	 	 	 	 	 
	

	Size	 	Annual
Costs*	 	Total tie
lines
(number)	 	Number of
personnel
	

	Very Small
	 	[*]	 	 	 	 
	

	Small
	 	[*]	 	[*]	 	[*]
	

	Medium
	 	[*]	 	[*]	 	[*]
	

	Large
	 	[*]	 	[*]	 	[*]
	





If any ICNO (other than one categorised as Very Small) meets 2 or more of the
criteria, then it would be classified in that category.



	
*  In calculating annual costs, access circuit costs will be excluded. In
specific circumstances (e.g., costs for Network Resources that may not be transferred for other legal reasons), the Parties may agree that the ICNO falls into a different category according to the level of complexity of accounting
activities.







	 	 	 
	

	Transition and Management Agreement	D-1	Dated:  30 November 2001
	Schedule D (Set Networks)
Restated Version with Amendment No. 1
(Errata)	 	 









 





Schedule E



IT Services Description



 

 

 



                         [*]








	 	 	 
	Transition and Management
Agreement	 	Dated: 30
November 2001
	Schedule E ( IT Services
Description)	 	 
	Restated Version with
Amendment 1 (Errata)	 	




1


 








 



Schedule F



EQUANT ASSET FUNDING ARRANGEMENT




	 	 	 
	1.	 	
GENERAL



This Equant Asset Funding Arrangement (the “EAFA”) concerns arrangements under
which:




	 	 	 
	(a)	 	
Equant will refinance equipment purchased by SITA SC (or the applicable
SITA Group Company) under the Instrument Constituting Unsecured Loan Notes
dated 18 March, 1996 (the “Instrument”, and such equipment to be purchased
thereunder, the “Equipment”);
 
	(b)	 	
Equant will loan funds under the Note (as defined below) to be issued by
SITA SC (or the applicable SITA Group Company) to finance or refinance the
purchase of Funded Network Assets (as defined below) on or after the
Effective Date; and
 
	(c)	 	
Equant will make Advances (as defined below) to SITA SC (or the
applicable SITA Group Company) for the purpose of its working capital
requirements in connection with the purchase of Funded Network Assets (as
defined below).
 
	(d)	 	
It is understood and agreed that SITA SC (or the applicable SITA Group
Company) may meet its obligations hereunder by causing the relevant local
SITA Group Company to fulfill such obligations.
 
	2.	 	
DEFINITIONS



“Advance” means a short term advance made by Equant to SITA SC (or the
applicable SITA Group Company) in accordance with Article 7, or, as the context
requires, the principal amount of that Advance from time to time outstanding.


“Dollars” or “$” means the lawful currency of the United States of America.


“Finance Rate” means interest at the rate of one per cent (1%) above the U.S.
Dollar three (3) month London Interbank Offered Rate (LIBOR) appearing on the
Reuters Screen LIBOR 01 Page as of 11:00 a.m., London time, and which shall be
determined on the Effective Date and thereafter on the last day of each
calendar year.


“Funded Asset” means those assets, both tangible and intangible to be purchased
by SITA SC (or the applicable SITA Group Company) and funded by Equant.
“Funded Assets” means all such assets collectively.


“Instrument” shall have the meaning specified in paragraph 1(b) hereof.


“Local Currency” means, with respect to each Funded Asset, the local currency
in which the Funded Asset is accounted for from time to time.


“Monthly Schedule” means a schedule issued each month to the Note containing
the details of Network Assets purchased or to be purchased out of the proceeds
of the Note, as specified in paragraph 4(d) hereof.


“Note” means the unsecured loan note, substantially in the form of Exhibit A
hereto, issued by SITA SC (or the applicable SITA Group Company) to Equant, or
the principal amount outstanding at any time represented by the Note
outstanding, as the case requires.



	 	 	 
	

	Transition and Management
Agreement
Schedule F (Equant Asset Funding
Arrangements)
Restated Version with Amendment 1 (Errata)	F-1	Dated:  30 November 2001








 



“Payment Date” means, in respect of each month, the settlement date for that
month as set out in Clause 15.1(i)(ii).


“Preceding Month End Exchange Rate” means the last available foreign currency
exchange rate for the applicable local currency as published in the Financial
Times at the end of the month immediately preceding the month in which the SITA
ICNO Costs are incurred, or such other rate as mutually agreed by the Parties
from time to time.


“Principal Amount” means for the purposes of this EAFA and the Note, the costs
capitalised in relation to a Funded Asset.


“Unsecured Loan Note Assets” means those assets purchased under the Instrument,
and not as yet transferred to the ownership of Equant.


“Working Capital Adjustment Amount” means the principal amount of the Advance
made on the date of funding under the Note less the amount of the Advance
repaid on that date, which is acknowledged may be a positive or a negative
number.




	 	 	 
	3.	 	
STATUS OF NOTE
 
	(a)	 	
The Note represents a direct and unsecured obligation of SITA SC (or the
applicable SITA Group Company) for the due and punctual payment, in
accordance with the terms of this EAFA, by way of transfer of the related
Funded Assets or other payment of the Principal Amount in respect of the
Note and for performance of all the obligations of SITA SC (or the
applicable SITA Group Company) with respect to the Note.
 
	(b)	 	
The Note will be denominated in the Local Currencies according to the
locations of the Funded Assets and will rank (and SITA SC (or the
applicable SITA Group Company) shall procure that the Note continues to
rank) at least pari passu with all other unsecured indebtedness of SITA SC
(or the applicable SITA Group Company) except to the extent required by
law.
 
	(c)	 	
SITA SC (or the applicable SITA Group Company) shall comply with the
terms of the Note.





	 	 	 
	4.	 	
FUNDING OF NOTE
 
	(a)	 	
The Note shall be executed by SITA SC (or the applicable SITA Group
Company) substantially in the form set out in Exhibit A to this EAFA.
 
	(b)	 	
SITA SC (or the applicable SITA Group Company) may from time to time
request that Equant make funds available under the Note to enable SITA SC
(or the applicable SITA Group Company) to purchase, or refinance SITA SC’s
(or the applicable SITA Group Company’s) purchase of, Funded Assets.
 
	(c)	 	
If Equant agrees to make funds available under the Note following a
request pursuant to paragraph 4(b) above hereof (including agreement as to
the date of funding, the Local Currency of funding, the amount of the
funding and the related Funded Asset), then:





	 	 	 
	(i)	 	
SITA SC (or the applicable SITA Group Company) shall issue
the Monthly Schedule in accordance with paragraph 4(d) below and
deliver it to Equant; and




	 	 	 
	

	Transition and Management
Agreement
Schedule F (Equant Asset Funding
Arrangements)
Restated Version with Amendment 1 (Errata)	F-2	Dated:  30 November 2001









 




	 	 	 
	(ii)	 	
Equant shall pay to SITA SC (or the applicable SITA Group
Company) the Dollar equivalent of the amount to be funded under the
Monthly Schedule within five (5) calendar days following the date of
delivery of the Monthly Schedule. Such Dollar equivalent amount
shall be calculated using the Preceding Month End Exchange Rate.





	 	 	 
	(d)	 	
The Parties shall keep records to be updated each time a funding or
repayment of the Note is made by inserting or deleting the details of the
Funded Asset to be purchased, refinanced or repaid by such funding or
repayment of the Note (including a description of the Funded Asset, the
identity of the vendor of the Funded Asset, the purchase price or net book
value (as applicable, expressed in the Local Currency) of the Funded Asset
and where the Funded Asset is to be located).
 
	(e)	 	
SITA SC (or the applicable SITA Group Company) shall apply the proceeds
received upon each funding of the Note to the purchase of, or the
refinancing of the purchase of, the related Funded Asset, and shall, at
the request of Equant, provide evidence to Equant of the completion of the
purchase.
 
	(f)	 	
As of the Effective Date, SITA SC (or the applicable SITA Group Company)
shall refinance the assets funded under the Instrument notes at their
local currency net book values by a funding under the Note equal to such
local currency amounts due.
 
	5.	 	
INTEREST ON NOTE
 
	(a)	 	
The rate of interest payable on the Principal Amount of the Note is the
Finance Rate.
 
	(b)	 	
Interest on the Principal Amount of the Note shall accrue from day to day
and shall be payable in arrears on each Payment Date.
 
	6.	 	
REPAYMENT OF NOTE
 
	(a)	 	
Equant shall be entitled to require the repayment of the Note, in whole
or in part, on demand by the transfer by SITA SC (or the applicable SITA
Group Company) to Equant of any or all of the Funded Assets at the then
net book value as denominated in local currency of such Funded Asset or
Assets and, upon such transfer, the Principal Amount shall be deemed
repaid by an amount equal to such book value.
 
	(b)	 	
Upon the transfer by SITA SC (or the applicable SITA Group Company) to
Equant of a Funded Asset, legal title to such Funded Asset shall pass to
Equant. If the Funded Asset is an intangible asset, all rights, title and
interest in and to such intangible asset (including without limitation, as
applicable, copyrights, inventions (whether patentable or not), licences,
trade secrets and the like) shall pass to Equant at that time.
 
	(c)	 	
On each Payment Date, SITA SC (or the applicable SITA Group Company)
shall make a part repayment in Local Currency of the Principal Amount in
an amount equal to the Local Currency depreciation incurred by SITA SC (or
the applicable SITA Group Company) with respect to the Funded Assets
during the period between the last Payment Date and that Payment Date.




	 	 	 
	

	Transition and Management
Agreement
Schedule F (Equant Asset Funding
Arrangements)
Restated Version with Amendment 1 (Errata)	F-3	Dated:  30 November 2001









 




	 	 	 
	(d)	 	
A demand for partial repayment of the Note, under paragraph 6(a) above
shall only be made if:





	 	 	 
	(i)	 	
Equant in its demand for partial repayment identifies the
relevant Funded Asset(s) to be transferred; and
 
	(ii)	 	
the relevant Funded Asset(s) to be transferred is capable
of transfer separate from the other Funded Assets relating to the
Note.





	 	 	 
	(e)	 	
SITA SC (or the applicable SITA Group Company) shall take whatever action
Equant may reasonably require for perfecting title in, or in accordance
with paragraph 6(a) above facilitating the transfer of, a Funded Asset
including:





	 	 	 
	(i)	 	
the delivery of the Funded Asset;
 
	(ii)	 	
the method of importation of the Funded Asset;
 
	(iii)	 	
the execution of any transfer, conveyance or assignment of
the Funded Asset; and
 
	(iv)	 	
the giving of any notice, order, or direction and the
making of any required registration;





	 	 	 
	 	 	
provided that any costs incurred by SITA SC (or the applicable SITA
Group Company) in complying with this paragraph 6(e) shall be (as
applicable) a cost included in the Principal Amount; if the amount may
be capitalised under applicable GAAP, or otherwise as a SITA ICNO Cost
under Clause 15 of the Transition and Management Agreement.:
 
	(f)	 	
Prior to the transfer of any Funded Asset, Equant shall carry out all
actions required in order to account for the Funded Assets in its own
accounting records, immediately upon and following the date of transfer of
such Funded Asset.
 
	(g)	 	
If any Funded Asset has been destroyed or damaged or is no longer owned
by SITA SC (or the applicable SITA Group Company), or is incapable of
transfer, so that repayment in accordance with paragraph 6(a) above is not
possible, then SITA SC (or the applicable SITA Group Company) shall
instead either:





	 	 	 
	(i)	 	
provide to Equant equipment or other assets that Equant is
satisfied are equivalent to the Funded Asset so destroyed or
damaged or incapable of transfer; or
 
	(ii)	 	
upon Equant’s agreement, pay to Equant the Principal Amount
due under the Note in respect of such Funded Asset in the Local
Currency or Dollar equivalent (calculated using the Preceding Month
End Exchange Rate).





	 	 	 
	(h)	 	
In calculating the repayment of the Note in whole or in part, there shall
be taken into account any amount payable by SITA SC to Equant under
paragraph 6(c) above on the next Payment Date and accordingly:





	 	 	 
	(i)	 	
the Principal Amount treated as repaid by the transfer of
such Funded Asset for the purposes of paragraph 6(a) above shall be
adjusted accordingly;
 
	(ii)	 	
the Principal Amount payable under subparagraph 6(g)(ii)
above shall be adjusted accordingly;





	 	 	 
	 	 	
but no additional interest shall be payable as a consequence of this
paragraph 6(h).




	 	 	 
	

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Schedule F (Equant Asset Funding
Arrangements)
Restated Version with Amendment 1 (Errata)	F-4	Dated:  30 November 2001









 




	 	 	 
	7.	 	
ADVANCES
 
	(a)	 	
SITA SC (or the applicable SITA Group Company) may, at the same time it
requests that Equant make funds available under the Note in accordance
with paragraph 4(b), request that Equant make an Advance to SITA SC (or
the applicable SITA Group Company) to be applied by SITA SC (or the
applicable SITA Group Company) in or towards its working capital
requirements in connection with the purchase of the relevant Funded Asset.
Unless otherwise agreed, the amount of the Advance will be the total of
the actual expenditures from the previous month.
 
	(b)	 	
The amount of each Advance shall be in Dollars and shall be made on the
same date as set out in subparagraph 4(c)(ii).
 
	(c)	 	
Each Advance shall be interest free.
 
	(d)	 	
SITA SC (or the applicable SITA Group Company) shall repay each Advance
on the date the next Advance is made by Equant to SITA SC (or the
applicable SITA Group Company), except that, if at any time Equant
determines that no further Advances will be made, the outstanding Advance
will be payable by SITA SC (or the applicable SITA Group Company) on
demand.
 
	8.	 	
PAYMENTS
 
	(a)	 	
All payments by either SITA SC (or the applicable SITA Group Company) or
Equant to the other under this EAFA and the Note shall be made to such
bank account as Equant and SITA SC (or the applicable SITA Group Company)
may notify to the each other for this purpose.
 
	(b)	 	
On the date of each funding under the Note, the payment obligations of
Equant with respect to the Note and to any Advance to be made on that
date, and the payment obligations of SITA SC (or the applicable SITA Group
Company) with respect to any Advance to be repaid on that date, shall be
set-off so that only the remaining balance shall be payable by the
relevant party.
 
	(c)	 	
If a payment under this EAFA and the Note is due on a day which is not a
Business Day then the due date shall be the next such Business Day in the
same calendar month (if there is one) or the preceding such banking day
(if there is not).
 
	(d)	 	
The fact that the Note may have been repaid in whole or in part, or an
Advance repaid in whole or in part, prior to a Payment Date shall not
affect the obligation of SITA SC (or the applicable SITA Group Company) to
pay interest on that Payment Date with respect to the relevant period
during which the relevant part of the Note or Advance, as the case may be,
was outstanding.
 
	9.	 	
RESTRICTIONS ON DEALING



Except as agreed by Equant:




	 	 	 
	(a)	 	
SITA SC (or the applicable SITA Group Company) shall not, either in a
single transaction or in a series of transactions, whether related or not
and whether voluntarily or involuntarily, sell transfer, grant a lease, or
otherwise dispose of all or any part of the Funded Assets; and
 
	(b)	 	
SITA SC (or the applicable SITA Group Company) shall not create or permit
to subsist any mortgage, pledge, lien, charge, assignment, hypthothecation
or security interest or any other agreement or arrangement having the
effect of conferring a security interest in any of the




	 	 	 
	

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Funded Assets other than liens or such security interests arising by
operation of law in the ordinary course of business and securing amounts
not more than thirty (30) days overdue.
 
	10.	 	
RESPONSIBILITIES OF SITA
 
	(a)	 	
SITA SC (or the applicable SITA Group Company) will keep the Funded
Assets in substantial repair and in good working order and condition, all
in accordance with the P&I. Unless Equant otherwise agrees, SITA SC (or
the applicable SITA Group Company) shall keep each Funded Asset at the
relevant location specified in the Monthly Schedule.
 
	(b)	 	
Where requested by Equant, and in accordance with P&I, SITA SC (or the
applicable SITA Group Company) shall effect or procure to be effected such
insurance of the Funded Assets, as a prudent company in a similar business
as SITA SC (or the applicable SITA Group Company) would effect, all such
insurance policies to be in amount and in form and with an insurance
company or underwriters reasonably acceptable to Equant.
 
	(c)	 	
SITA SC (or the applicable SITA Group Company) shall not do or permit
anything to be done which may make void or voidable the relevant insurance
policy covering any of the Funded Assets.
 
	(d)	 	
SITA SC (or the applicable SITA Group Company) shall promptly pay all
premiums and take actions necessary or appropriate to keep the relevant
insurance policies in force.
 
	(e)	 	
SITA SC (or the applicable SITA Group Company) shall apply all proceeds
received or receivable under any insurance policy in respect of the Funded
Assets towards replacement, restoration or repair of the relevant Funded
Assets or make a payment under subparagraph 6(g)(ii).
 
	(f)	 	
Funded Assets not insured by SITA SC (or the applicable SITA Group
Company) will be insured by Equant. All insurance policies taken out by
SITA SC (or the applicable SITA Group Company) and Equant shall include
both SITA SC and Equant as co-insured parties.
 
	11.	 	
GENERAL



(a)  This EAFA and the Note and the obligations and rights of SITA SC (or the
applicable SITA Group Company) hereunder and thereunder shall be binding upon
and inure to the benefit of SITA SC (or the applicable SITA Group Company) and
Equant and their respective successors; and (b) neither party shall transfer or
assign the Note nor any interest therein either in whole or in part without the
agreement of the other party thereto, not to be unreasonably withheld.




	 	 	 
	12.	 	
LOST OR DESTROYED NOTE



If the Note is defaced, lost or destroyed it may be renewed on such terms (if
any) as to evidence and indemnity as SITA SC (or the applicable SITA Group
Company) may require but so that in the case of defacement, the defaced Note
shall be surrendered before a new Note is issued.



	 	 	 
	

	Transition and Management
Agreement
Schedule F (Equant Asset Funding
Arrangements)
Restated Version with Amendment 1 (Errata)	F-6	Dated:  30 November 2001









 



SCHEDULE G



NETWORK ACCESS AGREEMENT


	 	 	 
	 	 	
dated: 29 June 2001 (this “Agreement”)





between

	 	 	 
	 	 	
Equant N.V., a Dutch company having its registered office at 21-23
Gatwickstraat, 1043 GL Amsterdam (“Equant N.V.”)





and


	 	 	 
	 	 	
Société Internationale de Télécommunications Aéronautiques S.C., a
Belgian co-operative company having its registered office at 14 avenue
Henri Matisse, B-1140, Brussels, Belgium (“SITA SC”)






(each, a “Party” and together, the “Parties”).


Recitals:




	 	 	 
	(a)	 	
Equant owns and operates a global network, which SITA uses to provide
services to the air transport community.
 
	(b)	 	
SITA owns and operates a telecommunications network in Applicable
Countries to provide services to the air transport community.
 
	(c)	 	
SITA wishes to provide its customers in all Applicable Countries with
seamless, global network services, and therefore wishes to have access to
the Equant network in order to provide global transport and termination of
connections in other Countries.
 
	(d)	 	
In order for the services provided by SITA to be seamless, the In-Country
Network operations and processes of SITA must be fully integrated and
operated with the Equant global network as if their respective networks
functioned as one network.
 
	(e)	 	
As SITA owns and operates the separate In-Country Networks providing
in-country connectivity, while Equant owns and operates a single, global
network connecting those separate In-Country Networks, the SITA networks,
and related In-Country Operations, necessarily will function in a
subsidiary relationship to the Equant network and operations if the
Parties are to achieve their joint objective of seamless connectivity
across their networks.
 
	(f)	 	
Equant agrees to allow SITA to have global network access on the
conditions set forth herein.



The Parties hereto agree as follows:




	 	 	 
	1.	 	
Definitions:
 
	 	 	
“Applicable Countries” shall mean all Countries where SITA holds network
resources.




	 	 	 
	

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Schedule G (Network Access Agreement)
Restated Version with Amendment 1 (Errata)	G-1	Dated:  30 November 2001









 




	 	 	 
	 	 	
“Equant” means Equant N.V. or the applicable Equant group company.
 
	 	 	
“In-Country Network Operations” shall mean the operation and management
of the In-Country Network in Applicable Countries.
 
	 	 	
“In-Country Network” shall mean the network resources that SITA operates
as a network within a Country under the applicable regulatory authority
and which this Agreement permits SITA SC to connect to Equant’s global
network.
 
	 	 	
“P&I” shall mean policies, procedures and instructions issued by Equant
from time to time relating to (a) SITA’s access to Equant’s global
network, (b) the operational standards (including any corporate policies
and procedures issued by Equant) to be followed by SITA as a condition to
this access, and (c) the network management operations and maintenance of
the interconnected networks to ensure their seamless operation.
 
	 	 	
“SITA” means SITA SC or the applicable SITA group company.
 
	2.	 	
Interpretation
 
	 	 	
In this Agreement, unless the express context indicates or requires a contrary intention:
 
	2.1	 	
words suggesting the singular include the plural and vice versa;
 
	2.2	 	
words suggesting any gender include any other gender;
 
	2.3	 	
references to a person include a company, corporation, partnership, joint
venture, co-operative company, individual, unincorporated or incorporated
association or organisation or statutory authority;
 
	2.4	 	
headings used in this Agreement are for ease of reference only and shall
not affect the interpretation of this Agreement;
 
	2.5	 	
references to any agreement or document (including to this Agreement) are
to that agreement or document as amended, supplemented, varied or replaced
from time to time; and
 
	2.6	 	
use of the words “includes” or “including” (or any variations of them)
shall be deemed to be followed by the words “without limitation”.
 
	3.	 	
Connection of SITA to Equant’s global network
 
	3.1	 	
Equant agrees that the In-Country Network of SITA shall be connected to
Equant’s global network on the terms and conditions set out herein.
 
	3.2	 	
SITA agrees to operate the In-Country Network in accordance with the P&I
in consideration for its continued right to interconnect with the Equant
network.
 
	3.3	 	
Equant and SITA SC acknowledge that nothing in this Agreement allows
either of them to utilise such interconnections, or their interconnected
networks, to provide services to each other or third persons that they are
not authorised to provide in Applicable Countries.
 
	4.	 	
Responsibilities of SITA




	 	 	 
	

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	4.1	 	
SITA is responsible for the maintenance and development of the
relationship between itself and both the public telecommunications
operator and the relevant telecommunications regulator in Applicable
Countries.
 
	4.2	 	
SITA is responsible for the provision for its In-Country Network in
accordance with the P&I including the provisioning of capacity within the
In-Country Network in order to maintain the reliability of traffic
management between the In-Country Network and Equant’s global network and
to provide Equant with sufficient predictability in the planning,
deployment and operation of the amount of capacity required throughout its
global network to provide connectivity to individual countries (including
those in which the In-Country Networks are located).
 
	4.3	 	
SITA will issue instructions to its network staff in Applicable
Countries to follow and implement the P&I.:
 
	4.4	 	
SITA is responsible for employing network staff:





	 	 	 
	(a)	 	
in sufficient numbers; and
 
	(b)	 	
with suitable skills,





	 	 	 
	 	 	
to operate the In-Country Operations in accordance with the P&I.
 
	4.5	 	
If Equant notifies SITA that, in its opinion:





	 	 	 
	(a)	 	
insufficient network staff have been allocated, or
 
	(b)	 	
specified network staff members are not appropriate,





	 	 	 
	 	 	
to conduct In-Country Operations in accordance with the P&I, SITA must
promptly take such steps as are necessary to remedy such deficiency
(including redeploying network staff which Equant considers are not
sufficiently qualified).
 
	4.6	 	
SITA shall provide for the housing of its network assets in suitably
prepared facilities, including as applicable surface, air conditioning,
electricity, security and supervision all as advised by Equant in
accordance with the P&I.
 
	4.7	 	
SITA shall provide that the interconnection between the In-Country
Network and any third party network is carried out in accordance with the
P&I in such a way as not to adversely affect the Equant global network.
 
	4.8	 	
SITA shall be responsible for complying with any relevant statutory
obligations that apply to In-Country Network Operations, including in
relation to its obligations:





	 	 	 
	(c)	 	
as an employer;
 
	(d)	 	
in respect of its regulatory licence or other authority to
operate;
 
	(e)	 	
compliance with relevant tax laws;




	 	 	 
	

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Schedule G (Network Access Agreement)
Restated Version with Amendment 1 (Errata)	G-3	Dated:  30 November 2001










 




	 	 	 
	(f)	 	
complying with relevant audit requirements; or
 
	(g)	 	
meeting other applicable statutory requirements.





	 	 	 
	5.	 	
Responsibilities of Equant
 
	 	 	
Equant will provide P&I to SITA as reasonably necessary so as to
facilitate the orderly functioning of the In-Country Operations and to
enable the seamless interoperation of the In-Country Networks with the
Equant network, including in relation to:





	 	 	 
	(a)	 	
operation and connection instructions, including technical,
operational and reporting procedures;
 
	(b)	 	
the selection, procurement, restoration, maintenance,
retirement, and replacement of network resources that will be
compatible with the Equant network;
 
	(c)	 	
capacity provisioning within the In-Country Networks;
 
	(d)	 	
network design, planning, engineering, provisioning,
maintenance, restoration, topology, and technical and architectural
standards and protocols (including the interconnection arrangements
with other networks that will be interconnected to the Equant
network by being interconnected with the In-Country Networks);
 
	(e)	 	
methods and processes for sourcing other supplies relating to
the network resources; and
 
	(f)	 	
SITA network staff, in order to provide for seamless network
management and operational activities.





	 	 	 
	6.	 	
Term and Termination



This Agreement shall commence on the Effective Date and shall be co-terminous
with the Transition and Management Agreement.




	 	 	 
	7.	 	
General
 
	7.1	 	
Assignment:





	 	 	 
	(a)	 	
A Party may not assign its rights or transfer its
obligations under this Agreement without the prior written consent
of the other Party, except that





	 	 	 
	(i)	 	
no consent is required in the case of
assignment by a Party to one of its majority owned
subsidiaries;
 
	(ii)	 	
no consent is required for Equant to assign
its rights and transfer its obligations under this
Agreement to the successor entity of the merger of Equant
and Global One.





	 	 	 
	(b)	 	
Any attempt by a Party to assign its rights or transfer its
obligations under this Agreement in violation of this Clause 7.1 is
null and void.




	 	 	 
	

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Agreement
Schedule G (Network Access Agreement)
Restated Version with Amendment 1 (Errata)	G-4	Dated:  30 November 2001










 




	 	 	 
	7.2	 	
Amendments: This Agreement may be amended only in writing and signed on
behalf of both Parties by authorised signatories.
 
	7.3	 	
Waiver:





	 	 	 
	(a)	 	
If a Party has a right arising from the other Party’s
failure to comply with an obligation under this Agreement and
delays in exercising or does not exercise that right then that
delay in exercising or failure to exercise is not a waiver of that
right or any other right.
 
	(b)	 	
A waiver by a Party of a right in one instance does not
constitute a waiver of that right or any other right in any other
instance, without regard to the similarity of circumstances, unless
the Party specifically waives such right or other right in the
second instance.
 
	(c)	 	
Any waiver of a right by a Party must be in writing in a
notice transmitted as provided in Clause 7.5 executed by the Party
making such waiver.





	 	 	 
	7.4	 	
Severability. If any provision is deemed invalid, illegal or
unenforceable, then the remainder of this Agreement shall stand; provided,
however, that the Parties shall negotiate in good faith to adjust the
terms of this Agreement to ensure that the Parties original commercial
intentions are achieved as much as reasonably possible. The commercial
intentions of this Agreement are based on symmetry and balance between the
Parties.
 
	7.5	 	
Notices:





	 	 	 
	(a)	 	
A Party notifying or giving notice under this Agreement
will give notice:





	 	 	 
	(i)	 	
in writing and in the English language;
 
	(iii)	 	
by (A) hand delivery or sent by prepaid
first class post, (B) air courier delivery service to that
address, or (C) electronic mail or facsimile (only if
confirmed by telephone); and
 
	(iv)	 	
addressed to the other Party to the
attention of the designated person(s) set out below or as
altered by notice given in accordance with this Clause 7.5:





	 	 	 
	For SITA SC:	 	
Secretary General
	 	 	
Société Internationale de Télécommunications Aéronautiques S.C
	 	 	
26, Chemin de Joinville
	 	 	
P.O. Box 31
	 	 	
1216 Cointrin – Geneva
	 	 	
Switzerland
 
	 	 	
Copy to:
	 	 	
General Counsel
	 	 	
Société Internationale de Télécommunications Aéronautiques S.C
	 	 	
26, Chemin de Joinville
	 	 	
P.O. Box 31




	 	 	 
	

	Transition and Management
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Schedule G (Network Access Agreement)
Restated Version with Amendment 1 (Errata)	G-5	Dated:  30 November 2001










 




	 	 	 
	 	 	
1216 Cointrin – Geneva
	 	 	
Switzerland
 
	For Equant:	 	
Vice President and General Manager SITA Account
	 	 	
Equant N.V.
	 	 	
400 Galleria Parkway, S.E.
	 	 	
Atlanta GA 30339-5980
	 	 	
United States of America
 
	 	 	
Copy to:
	 	 	
General Counsel
	 	 	
Equant N.V.
	 	 	
215-217 Bath Road
	 	 	
Slough, Berkshire SL1 4AA
	 	 	
England, United Kingdom
	 	 	
+44 (208) 321 4602 (voice)
	 	 	
+44 (207) 734 5768 (facsimile)





	 	 	 
	(h)	 	
Service of Notice





	 	 	 
	(i)	 	
A notice given in accordance with this
Clause 7.5 is deemed received and is effective:





	 	 	 
	(A)	 	
if hand delivered to the other
Party, on the date of delivery;
 
	(B)	 	
if sent by prepaid first-class
post, five (5) business days after the date of posting;
 
	(C)	 	
if sent by courier delivery
service, electronic mail or facsimile, on the date of
delivery.





	 	 	 
	(ii)	 	
Except for notices sent by facsimile, in
each instance the Party delivering such notice shall for
the convenience of the Party or Parties to which such
notice is delivered also transmit such notice by facsimile;
provided, however, that the failure to do so shall not
affect either the fact or the date and time of delivery of
such notice.





	 	 	 
	7.6	 	
Relationship of Parties





	 	 	 
	(a)	 	
Nothing in this Agreement or any circumstances associated
with it or its performance shall give rise to any relationship of
agency, partnership or employer and employee between the Parties.
 
	(b)	 	
Except as expressly authorised in this Agreement, neither
Party shall have any authority to act or make representations on
behalf of the other Party, nor to create contractual liability to a
third party on behalf of (or otherwise contractually bind) the
other Party.





	 	 	 
	7.7	 	
Governing Law: The construction, performance, validity and remedies for
breach of this Agreement shall be governed by English law.
 
	7.8	 	
Dispute Resolution: All disputes, controversies, or differences that
arise between the Parties, out of, in relation to, or in connection with
this Agreement, or for the breach thereof,




	 	 	 
	

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Restated Version with Amendment 1 (Errata)	G-6	Dated:  30 November 2001










 




	 	 	 
	 	 	
shall follow such informal dispute resolution procedures are as agreed
between the Parties from time to time, and thereafter shall be finally
settled by an arbitration under the ICC Rules seated in London, England,
in the English language.
 
	7.9	 	
Counterparts: This Agreement may be executed in several counterparts,
each of which shall be deemed an original and all of which taken together
will constitute one single agreement between the Parties.
 
	7.10	 	
Confidentiality: Each Party shall treat the contents of this Agreement
and information provided hereunder as confidential in accordance with
nondisclosure agreements executed separately by the Parties.
 
	7.11	 	
Third Parties: Third Party Beneficiaries





	 	 	 
	(i)	 	
Nothing in this Agreement, express or implied, is intended to
confer upon any Person other than Equant or SITA SC (and the SITA
Group Companies), or their respective successors or permitted
assignees any rights or remedies under or by reason of this
Agreement.
 
	(j)	 	
The Parties do not intend that any term of this Agreement
should be enforceable by virtue of the Contracts (Rights of Third
Parties) Act 1999 by any person who is not a Party to this
Agreement.





	 	 	 
	Authorised Signatory on behalf of	 	
Authorised Signatory on behalf of
	 
	Equant:	 	
SITA
	 
	 



Name	 	
 



Name
	 
	 



Title	 	
 



Title




	 	 	 
	

	Transition and Management
Agreement
Schedule G (Network Access Agreement)
Restated Version with Amendment 1 (Errata)	G-7	Dated:  30 November 2001










 



Schedule H



HR Administrative Services Arrangement




	 	 	 
	1.	 	
HR Administrative Services
 
	1.1	 	
Equant will provide human resources administrative services (the “HR
Services”) to SITA SC in respect of Network Staff excluding those staff
whose primary responsibilities relate to statutory obligations (e.g.,
accounting, tax, legal and regulatory) and SITA Specific Staff.
 
	1.2	 	
As part of the HR administrative services, Equant will assist SITA SC to
implement its HR policies in a consistent and equitable manner.
 
	1.3	 	
Equant will provide the HR administrative services in a professional
manner in accordance with standards customary in the industry, to
specifically include standards which will enable SITA SC to comply with
its applicable statutory and contractual obligations (e.g., the Network
Staff’s employment contracts or relevant collective agreements), and
standards with respect to recruiting, employee relations and HR data
management and reporting.
 
	1.4	 	
Equant will have HR staff of suitable qualifications and an HR
organisational structure in place sufficient to support the provision of
HR administrative services in respect of Network Staff on a global basis.
Equant will keep SITA SC informed as to such HR organisational structure
(and any changes thereto). Equant will also inform itself of, and take
into consideration, local custom and practice in performing the HR
administrative services.
 
	1.5	 	
Equant will assist the relevant SITA SC HR representative in all matters
related to trade unions, work council negotiations and any other public
representations in respect of Network Staff.
 
	1.6	 	
Equant will assist SITA SC to develop compensation and benefit plans for
the Network Staff that are competitive within the local applicable
industry. Where Equant determines that Network Staff are not currently
being provided with compensation and benefits that are competitive within
the local applicable industry, Equant will recommend modifications.
 
	1.7	 	
Equant will assist SITA SC in the recruitment of its Network Staff with
the objective of recruiting appropriately qualified and experienced
personnel to fill Network Staff positions.
 
	1.8	 	
Where applicable, Equant will provide training and development services,
designed to provide Network Staff with the necessary skill sets.
 
	1.9	 	
Equant will assist SITA SC in the implementation of redundancy and other
employment termination processes and procedures.
 
	1.10	 	
Equant will provide, either directly or through third parties, payroll
services in all relevant countries.
 
	1.11	 	
Equant shall assist SITA (i) to maintain its HR data records in respect
of its Network Staff, and (ii) to access such data as required by SITA SC
to meet its obligations as an employer, including electronic on-line
access to PeopleSoft (or any successor of PeopleSoft) by mutually agreed
individuals in a format and frequency as agreed from time to time. Equant
employees with access to HR data records will be required to sign a
non-disclosure agreement




	 	 	 
	

	Transition and Management
Agreement

Schedule H (HR Administrative Services Arrangement)

Restated Version with Amendment 1 (Errata)	H-1	Dated: 30 November 2001
	 	 	 










 




	 	 	 
	 	 	
covering the information contained in such HR data records, in a form
reasonably designated by SITA SC.
 
	1.12	 	
SITA will provide such information as reasonably required by Equant to
assist Equant to carry out its functions and responsibilities under this
Agreement. Equant shall not be responsible with regard to any
pre-existing contractual obligations as of the Effective Date to the
extent they are not disclosed by SITA SC to Equant or Equant is not
otherwise aware of them.
 
	1.13	 	
Equant will use commercially reasonable efforts to provide for the
continuity in function of suitably qualified staff to perform the HR
Services.
 
	2.	 	
Secondment



Equant will second employees to SITA SC on a full- or part-time basis for the
purpose of managing the implementation of the above HR administrative services
with respect to Network Staff for so long as Equant provides such HR
administrative services to SITA SC. The specifics of the secondment will be
mutually agreed, but will be consistent with the following:




	 	 	 
	2.1	 	
The seconded employees will report to senior SITA SC HR managers in
respect of their SITA SC duties;
 
	2.2	 	
SITA SC will provide such staff with reasonable office accommodation,
business cards, and stationery, and other items corresponding to their
role and position; and
 
	2.3	 	
Unless otherwise mutually agreed, (i) SITA SC will put such employees who
are seconded to SITA SC on a full-time basis on the SITA SC payroll and
will provide such employees such salary and benefits as are commensurate
with their position and consistent with SITA SC’s benefits plans; and (ii)
any such employees who are seconded to SITA SC on a part-time basis will
remain on Equant’s payroll.





	 	 	 
	

	Transition and Management
Agreement

Schedule H (HR Administrative Services Arrangement)

Restated Version with Amendment 1 (Errata)	H-2	Dated: 30 November 2001
	 	 	 








 



Schedule I



Workshops




	 	 	 
	1.	 	
GENERAL PRINCIPLES
 
	 	 	
Workshops are defined as the LNO Field Services (Non EIS) organisation
mainly performing maintenance and installation services both for network
and non-network services. Workshop includes the staff and its first
management level (known as “TC”), the premises used, the set of tools and
equipment used to perform the work (toolbox, cars...), the technical
installations used in the normal course of the workshop work (known as
“Lab”), the non-network related activities spare parts stocks.
 
	1.1	 	
The workshops in the countries listed in Appendix 1 will not transfer to
Equant because their network activity does not exceed the 75% threshold
stipulated in the HOA :





	 	 	 
	(a)	 	
Unless otherwise agreed by the two parties, those workshops
will continue to be hosted in the same premises. They will continue
to use the same systems and tools unless new systems and tools
become available.
 
	(b)	 	
For avoidance of any doubt, the list of workshop staff that
describes the list of staff who will not transfer to Equant is
presented in Appendix 2.
 
	(c)	 	
As of the Effective Date, the costs associated to those
workshops will be borne by SITA.





	 	 	 
	1.2	 	
As of the Effective Date, SITA delegates the management of those
workshops described in Appendix 1 to Equant.





	 	 	 
	(a)	 	
Equant will not charge any additional charge to SITA for this
management service.
 
	(b)	 	
Under this management service, Equant will not perform any
process or organisation modification without SITA’s agreement.





	 	 	 
	1.3	 	
SITA and Equant will use commercially reasonable endeavours to effect
progressive take-over by SITA of the workshops management.





	 	 	 
	(a)	 	
To achieve this goal, the parties will jointly develop and
agree a transition plan by September 30th 2001.
 
	(b)	 	
The parties’ objective is to have this Transition being
completed by December 31st 2001.





	 	 	 
	1.4	 	
In a limited number of cases, SITA agrees to split the workshops, subject
to further validation regarding labour/regulatory issues and hours of
cover. In those cases where the split will be done and as an exception to
the point A above, a number of workshop’s staff will then transfer to
Equant as per the table below to perform network installation and network
maintenance activities.




	 	 	 
	

	Transition and Management
Agreement

Schedule (Workshops)

Restated Version with Amendment 1 (Errata)	I-1	Dated: 30 November 2001
	 	 	 









 




	 	 	 	 	 	 	 
	Country	 	City	 	Number of staff
	 
	[*]	 	

	 	 		 
	 	 	

	 	 		 
		 	
	 	 		 
	 	 	
	 	 		 
	 	 	

	 	 		 
		 	

	 	 		 
		 	

	 	 		 
		 	

	 	 		 
		 	

	 	 		 





	 	 	 
	(a)	 	
SITA and Equant will use commercially reasonable endeavours
to perform this split and transfer within three months as of the
Effective Date.





	 	 	 
	1.5	 	
As of the Effective Date, SITA will provide continuity of network and
non-network services (scope, coverage, locations...) provided today by
those workshops defined in Appendix 1 to either Equant or the SITA Equant
JV.





	 	 	 
	(a)	 	
Charges for the services rendered by SITA to Equant will be
analysed and agreed as described in point 2 below.
 
	(b)	 	
SITA and Equant will jointly work at finalising a contract to
support both network and non-network related services rendered by
SITA workshops to Equant within 3 months as of the Effective Date. A
SLA defining bonuses and penalties will be part of this contract.





	 	 	 
	1.6	 	
SITA will undertake to support the same standards of service and range of
services that are provided by Equant organisation for installation and
maintenance activities.
 
	2.	 	
NETWORK AND NON NETWORK SERVICES SUPPORT



The following detailed principles will rule the network and non network support
services rendered by SITA workshops to Equant:




	 	 	 
	2.1	 	
Unless otherwise agreed by both parties, SITA will maintain its workshops
within the same premises and will provide the same level of coverage as of
the Effective Date.
 
	2.2	 	
In continuity to the normal practise that has prevailed under the JVA,
any services rendered by the workshops today outside of maintenance and
installation will continue to be rendered to Equant by SITA workshops in
the future.
 
	2.3	 	
The two parties will agree within 30 days from the signature date the
charging scheme for workshop services based on the following:





	 	 	 
	(a)	 	
Use the same pricing principles as was adopted in
[*].
 
	(b)	 	
Review and agree hours for installation and maintenance per
type of equipment.





	 	 	 
	

	Transition and Management
Agreement

Schedule (Workshops)

Restated Version with Amendment 1 (Errata)	I-2	Dated: 30 November 2001
	 	 	 










 




	 	 	 
	(c)	 	
Review and agree hourly rates per country.
 
	(d)	 	
In any case, SITA will ensure that the pricing scheme agreed
when applied to [*] network installation and maintenance activity,
would not exceed the agreed amount of [*] per year. The agreed
amount of [*] would be reduced by the cost of workshop staff
transferred to Equant in the countries where a workshop split will
take place as per the table above.
 
	(e)	 	
Where appropriate, adjustments will be made to the MRC as per
the Pricing working group principles.
 
	(f)	 	
Equant can elect to terminate in a given country whole or
part of the network support services rendered by SITA to Equant
provided that a six months notice period is given to SITA. Should
there be any eventual staff termination costs linked to this
decision, Equant will bear them. It is agreed that SITA will use
commercially reasonable endeavours to limit the cost exposure linked
with this termination. It is anticipated that Equant would hire the
staff directly responsible for the support of the Network.
 
	(g)	 	
Administration and reporting frequency and requirements will
be agreed within three months as of the Effective Date.




	 	 	 
	

	Transition and Management
Agreement

Schedule (Workshops)

Restated Version with Amendment 1 (Errata)	I-3	Dated: 30 November 2001
	 	 	 












 



Appendix 1: List of countries in which Workshops will not transfer to Equant



[*]
	 	 	 
	

	Transition and Management
Agreement

Schedule (Workshops)

Restated Version with Amendment 1 (Errata)	I-4	Dated: 30 November 2001
	 	 	 













 



Appendix 2: List of workshops staff who will not transfer to Equant



[*]



	 	 	 
	

	Transition and Management
Agreement

Schedule (Workshops)

Restated Version with Amendment 1 (Errata)	I-1	Dated: 30 November 2001