EX-10.42




 Exhibit 10.42 
 



 
 ORDER FOR SUPPLIES OR SERVICES 

PAGE OF PAGES 1 of 1 
 IMPORTANT: Mark all packages and papers with contract and/or order numbers. 
 1. DATE OF ORDER 12/27/2011 
 2. CONTRACT NO. (If
any)* 
 3. ORDER NO. * 
 4. REQUISITION/REFERENCE NO. 
 5. ISSUING OFFICE
(Address correspondence to) 
 General Service Administration, Federal Acquisition Service 

6. SHIP TO: 
 a. NAME OF CONSIGNEE 
 * 

b.STREET ADDRESS 
 2200 Crystal Drive Suite 300 
 c. CITY 

Arlington 
 d. STATE VA 
 e. ZIP CODE 22203 

f. SHIP VIA 
 7. TO: 
 8. TYPE OF ORDER 

a. PURCHASE 
 REFERENCE YOUR: 
 Please furnish the following on
the terms and conditions specified on both sides of this order and on the attached sheet, if any, including delivery as indicated. 
 b. DELIVERY – Except for billing instructions on the reverse, this delivery order is subject to instructions contained on this side only of this form and is issued subject to the
terms and conditions of the above-numbered contract. 
 9. ACCOUNTING AND APPROPRIATION DATA 

10. REQUISITIONING OFFICE 
 General Services Administration, FAS 
 11. BUSINESS
CLASSIFICATION (Check appropriate box(es)) 
 a. SMALL b. OTHER THAN SMALL c. DISADVANTAGED d. WOMEN-OWNED e.
HUBZone 
 f. SERVICE-DISABLED VETERAN-OWNED 

g. WOMEN-OWNED SMALL BUSINESS (WOSB) ELIGIBLE UNDER THE WOMEN-OWNED SMALL BUSINESS PROGRAM h. ECONOMICALLY DISADVANTAGED
WOMEN-OWNED SMALL BUSINESS (EDWOSB) 
 12. F.O.B. POINT 

13. PLACE OF a. INSPECTION b. ACCEPTANCE 
 14. GOVERNMENT B/L NO. 
 15. DELIVER TO F.O.B.
POINT ON OR BEFORE (Date) 
 09/30/2012 
 16. DISCOUNT TERMS 
 17. SCHEDULE (See reverse for
Rejections) 
 ITEM NO.(a) 1 
 SUPPLIES OR SERVICES (b) 
 Task Order to *

 QUANTITY 
 ORDERED (c) 1 
 UNIT (d) 1 

UNIT PRICE (e) 
 AMOUNT (f) 
 0 

0 
 0 
 0 

0 
 0 
 0 

0 
 0 
 0 

0 
 0 
 0 

QUANTITY 
 ACCEPTED (g) 
 17(h) TOT. (Cont. pages) 

17(i)GRAND TOTAL 
 SEE BILLING INSTRUCTIONS ON REVERSE 
 18. SHIPPING
POINT 
 19. GROSS SHIPPING WEIGHT 
 20. INVOICE NO. 
 21. MAIL INVOICE TO: 

a. NAME 
 GSA Finance Center (6BCP) Financial Operations & Disbursement Division 
 b. STREET ADDRESS (or P.O. Box) 
 P.O BOX 419279

 c. CITY Kansas City 
 d. STATE MO 
 e. ZIP CODE 64141 

$* 
 22. UNITED STATES OF 
 AMERICA BY (Signature)

 23. NAME (Typed) 
 ERNESTO MARTINEZ 
 TITLE: CONTRACTING/ORDERING
OFFICER 
 AUTHORIZED FOR LOCAL REPRODUCTION 

PREVIOUS EDITION NOT USABLE 
 OPTIONAL FORM 347 (REV. 5/2011) 
 Prescribed by
GSA/FAR 48 CFR 53.213(f) 
 * Confidential Treatment Requested 








 



 
 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 

OFERROR TO COMPLETE BLOCKS 12, 17, [ILLEGIBLE], 24 & 30 

1. REQUISITION NUMBER 
 PAGE 1 of 7 
 2. CONTRACT NUMBER * 

3. AWARD/EFFECTIVE DATE 
 1/21/2012 
 4. ORDER NUMBER 

5. SOLICITATION NUMBER RFP No. * 
 6. SOLICITATION ISSUE DATE 10/25/11 
 7. FOR
SOLICITATION INFORMATION CALL 
 a. NAME 
 * 
 b. TELEPHONE NUMBER 

* 
 8. OFFER DUE DATE / LOCAL TIME 11/18/11 at 5:00 PM Eastern Time 
 9. ISSUED BY CODE 
 General Services
Administration, 
 Federal Acquisition Service 

Travel Acquisition Support Division 
 2200 Crystal Drive, Suite 300 Arlington, VA 22203 

10. THIS ACQUISITION IS 
 [X] UNRESTRICTED 
 [ ] SET ASIDE % FOR 

[ ] SMALL BUSINESS 
 [ ] SMALL DISADV BUSINESS 
 [ ] 8(A) 

51C 7374 (Data Processing) SIZE STANDARD: $25 Million 

(Updated threshold) 
 11. DELIVERY FOR FOB DESTINATION UNLESS BLOCK IS MARKED [X] SEE SCHEDULE 
 12. DISCOUNT TERMS 
 13a. THIS CONTRACT is Not
RATED ORDER UNDER OPAS (15 CFR 700) 
 13b RATING 

14. METHOD OF SOLICITATION 
 [] RFQ [] IFB [X] RFP 
 15. DELIVER TO 

CODE 
 See schedule 
 16. ADMINISTERED BY 

CODE 
 Same as Block 9 
 17a. CONTRACTOR 

OFFEROR 
 TRX, Inc. 
 29 [ILLEGIBLE]0 Clairmont Rd, NE, Suite
300 Atlanta, GA 30329 Telephone (404)929-6100 
 FACILITY CODE 

[ ] 17b CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER 

18a. PAYMENT WILL BE MADE BY 
 CODE 
 GSA Finance Center [GBCP] 

Financial Operations & Disbursement Division 
 P.O Box 419279 
 Kansas City, MO 64141 

Telephone: * 
 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a. UNLESS BLOCK BELOW IS CHECKED 
 19 ITEM NO. 
 20. SCHEDULE OF SUPPLIES/SERVICES

 21. QUANTITY 
 22. UNIT 
 23. UNIT PRICE (S$) 

24. AMOUNT (S$) 
 * 
 See Schedule of Prices 

ACCOUNTING AND APPROPRIATION DATA 
 26. TOTAL AWARD AMOUNT (For Govt. Use Only) 
 []
27a. SOLICITATION INCORPORATED BY REF. FAR 52.212-4, FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA [X] ARE [ ] NOT ATTACHED. 
 [X] 27b. CONTRACT/PURCHASE ORDER INCORPORATES FAR 52.212-4 AND FAR 52.212-5 BY REFERENCE. ADDENDA 
 [ ] ARE [X] ARE NOT ATTACHED 
 [X] 28 CONTRACTOR IS
REQUIRED TO SIGN THIS DOCUMENT AND RETURN TWO (2) COPIES TO ISSUING OFFICE CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED
HEREIN. 
 [X] 29. AWARD OF CONTRACT: REFERENCE OFFER DATED 12/19/11 YOUR OFFER ON SOLICITATION (BLOCK 5),
INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS: 
 30a SIGNATURE OF
OFFEROR/CONTRACTOR 30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) David Catheart. CFO 30c. DATE SIGNED 22 Dec 2011 
 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER) 
 31b NAME OF CONTRACTING OFFICER [TYPE OR PRINT] 

Ernesto Martinez 
 31c DATE SIGNED 
 12/23/2011 

Standard Form 1449 (Rev 3 2011) 
 Prescribed by GSA – FAR (48) 53.21 
 *
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 SECTION A – GENERAL AWARD INFORMATION 

A.1. FAR 52.216-1 TYPE OF CONTRACT (APR 1984) 
 This award is a Firm Fixed Price Indefinite Delivery/Indefinite Quantity (FFP/IDIQ) contract. 

A.2. MINIMUM CONTRACT VALUE 
 The
minimum revenue guaranteed amount for the base period will be equivalent to the first quarterly payment, the dollar amount which is * Optional periods of performance, if exercised, will contain * contract value. 

A.3. MAXIMUM CONTRACT VALUE 
 The
maximum amount of services the Government will order under this contract is *. 
 A.4 TASK ORDER MINIMUM 

The minimum task order dollar value that the Contractor is obligated to accept is *. 
 A.5 TASK ORDER MAXIMUM 
 The maximum individual task order or task order modification
dollar value that the Contractor is obligated to accept is *. 
 A.6. SUCCESSFUL PROPOSAL INCORPORATED BY REFERENCE 

The Contractor’s proposal dated November 18, 2011 as amended December 16, 2011 is hereby incorporated by reference. 

 
  
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 SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS 

The period of performance, including options is January 21, 2012 through January 20, 2013, with three 6-month options to renew as follows:

 Option 1 – January 21, 2013 through July 20, 2013 
 Option 2 – July 21, 2013 through January 20, 2014 
 Option 3 – January 21, 2014
through July 20, 2014 
 B.1 BASE PERIOD – January 21, 2012 – January 20, 2013 

 

									
	 Contract
Line Item
	  	 Description
	  	Estimated
Quantity/
Frequency	  	 Unit of Issue
	  	Annual
Total*
	 0001
	  	 *
	  	*	  	 *
	  	*
					
	 0002
	  	 *
	  	*
	  	 *
	  	*
	 0003
	  	 *
	  	*
	  	 *
	  	*

	 0004
	  	 *
	  	*
	  	 *
	  	*
 *

	 0005
	  	 *
	  	*
	  	 *
	  	*

	 0006
	  	 *
	  	*
	  	 *
	  	*

		  	 *
	  		  		  	

  

	*	* unit service rate to be billed *. The Government makes no guarantee regarding estimated quantities. 


 

  
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 B.2 OPTION PERIOD 1 – January 21, 2013 – July 20, 2013 

 

											
	 Contract
Line Item
	  	 Description
	  	Estimated
Quantity	  	 Unit of Issue
	  	Semi-
Annual
Total*	 
	 0020
	  	 *
	  	*	  	*	  	 	*	  
					
	 0021
	  	 *
	  	*	  	 *
	  	 	*	  
	 0022
	  	 *
	  	*	  	 *
	  	 	*	  
	 0023
	  	 *
	  	*	  	 *
	  	 	*	  
	 0024
	  	 *
	  	*	  	 *
	  	 	*	  
	 0025
	  	 *
	  	*	  	 *
	  	 	*	  
		  	 *
	  		  		  			

  

	*	* unit service rate to be billed *. The Government makes no guarantee regarding estimated quantities. 


  
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 B.3 OPTION PERIOD 2 – July 21, 2013 – January 20, 2014 

 

											
	 Contract
Line Item
	  	 Description
	  	Estimated
Quantity	  	 Unit of Issue
	  	Semi
Annual
Total*	 
	 0040
	  	 *
	  	*	  	 *
	  	 	*	  
					
	 0041
	  	 *
	  	*	  	 *
	  	 	*	  
	 0042
	  	 *
	  	*	  	 *
	  	 	*	  
	 0043
	  	 *
	  	*	  	 *
	  	 	*	  
	 0044
	  	 *
	  	*	  	 *
	  	 	*	  
	 0045
	  	 *
	  	*	  	 *
	  	 	*	  
		  	 *
	  		  		  			

  

	*	* unit service rate to be billed *. The Government makes no guarantee regarding estimated quantities. 


  
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 B.4 OPTION PERIOD 3 – January 21, 2014 – July 20, 2014 

 

											
	 Contract
Line Item
	  	 Description
	  	Estimated
Quantity	  	 Unit of Issue
	  	Semi-
Annual
Total*	 
	 0060
	  	 *
	  	*	  	 *
	  	 	*	  
					
	 0061
	  	 *
	  	*	  	 *
	  	 	*	  
	 0062
	  	 *
	  	*	  	 *
	  	 	*	  
	 0063
	  	 *
	  	*	  	 *
	  	 	*	  
	 0064
	  	 *
	  	*	  	 *
	  	 	*	  
	 0065
	  	 *
	  	*	  	 *
	  	 	*	  
		  	 *
	  		  		  			

  

	*	* unit service rate to be billed *. The Government makes no guarantee regarding estimated quantities. 


SECTION C – Terms and Conditions and Conveyance of Documents 

This contract consists of the following documents: 
 1. Solicitation QMAD-MM-110001-N 
 2. Contractor’s clarification questions
received on November 4, 2011 
 3. GSA answers to clarification questions issued on November 14, 2011 

4. Contractor’s Technical Proposal dated November 19, 2011 as amended 

5. Contractor’s Final Price Proposal Revision dated December 16, 2011 

6. Letter from TRX dated December 12, 2011 assuring Financial Stability 

  
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 SECTION D – Point of Contacts and Responsibility 

A GSA Contracting Officer or a representative will perform management of this contract. The Program Manager (or designee) shall be capable of providing
all technical assistance and clarification required for the performance of this effort. 
  

					
	 Title
	 	 Name
	 	 Telephone, Email Address

	 Program Manager
	 	 *
	 	 Phone: *
 Email:
*

	 Contracting Officer (CO)
	 	 *
	 	 Phone: *
 Email:
*

	 Contracting Officer’s

Representative (COR)
	 	 *
	 	 Phone:*
 Email:
*


 SECTION E – Contract Administration Invoices 

Invoices will be paid in accordance to Section 9 of Solicitation QMAD-MM-110001-N. 

In order to mitigate deficiencies in services/reporting TRX and GSA will hold * reviews of invoices as well as * meetings to establish and
measure the achievement of objectives with additional meetings as needed in order to ensure quality. 
 Remittance Address: The
Government will pay TRX, upon * of invoices for services rendered. Payment is due * All payments will be remitted to the following address: 

Receiving Financial Institution: Atlantic Capital Bank 
 * 
 * 
 Other Payments to: 
 TRX, Inc 
 2970 Clairmont Road NE, Ste. 300 
 Atlanta, Georgia 30329 USA 

Contract Reference Numbers: 
 * 

* 
 OTHER TERMS AND CONDITIONS APPLICABLE TO
THIS CONTRACT 
  

	1.	For purposes of this contract, a transaction is hereby defined as * 


  
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