Exhibit 10.3




 





MASTER LICENSE AGREEMENT


by and among


GALILEO INTERNATIONAL TECHNOLOGY, LLC


AND


GALILEO INTERNATIONAL, LLC


AND


ORBITZ, LLC


AND


EBOOKERS LIMITED


AND


DONVAND LIMITED


AND


TRAVELPORT FOR BUSINESS, INC.


AND


TRAVELPORT DEVELOPMENT, LLC


AND


NEAT GROUP CORPORATION


 


 


Dated
as of [______], 2007




 





 


 

















 


MASTER LICENSE AGREEMENT (this “Agreement”
or the “Master License Agreement”), dated as of [____], 2007 (the “Effective
Date”), by and among Galileo International Technology, LLC (“Galileo
International Tech”), a Delaware limited liability company, Galileo
International, LLC (“Galileo International”), a Delaware limited
liability company, Orbitz, LLC (“Orbitz”), a Delaware limited liability
company, ebookers Limited (“ebookers”), a company organized under English
law, Donvand Limited (“GTA”), a company organized under English law,
Travelport for Business, Inc. (“TFB”), a Delaware Corporation,
Travelport Development, LLC (“Travelport Development”), a Delaware
limited liability company and Neat Group Corporation (“Neat Group”), a Delaware
Corporation.  Each of Galileo
International Tech, Galileo International, Orbitz, ebookers, GTA, TFB, Travelport
Development and Neat Group is sometimes referred to herein as a “Party”
and, collectively, as the “Parties.” Capitalized terms used and not
otherwise defined herein have the meanings ascribed to them in Section 6.17
hereof.


W
I T N E S S E T H:


WHEREAS, Travelport Limited has determined to
offer for sale a certain percentage of the common stock of Orbitz Worldwide,
Inc. (“OWW”) in a registered public offering;


WHEREAS, in contemplation of OWW ceasing to
be wholly-owned by Travelport, each of Travelport and OWW wish to clarify their
rights to use certain technology and intellectual property of the other party
and its Affiliates; and


WHEREAS, Orbitz Worldwide, LLC (“OWW LLC”)
is a wholly owned subsidiary of OWW and is the operating company that serves as
the parent company of each of the Orbitz Parties.


NOW, THEREFORE, in consideration of the
foregoing and the covenants and agreements set forth herein, and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, intending to be legally bound hereby, agree as
follows:


ARTICLE I



LICENSE GRANTS


Section 1.1   Grant of License.  Each
Party, in its capacity as a specified Licensor under the applicable schedule(s)
attached hereto (each, a “Schedule”), hereby grants to each other Party
that is specified as a Licensee under each such applicable Schedule, a license
to Licensor’s rights in, to and under the Licensed Materials set forth on each
such applicable Schedule for use in accordance with the Scope of Use set forth
on such Schedule, effective as of the Effective Date (unless otherwise set
forth in the applicable Schedule) and for the Term set forth on such Schedule
(each, as further described on the applicable Schedule, a “License Grant,”
and the terms and conditions of 


 


 


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this Agreement together with the terms and
conditions of each Schedule shall each be considered a “License Agreement”
between the applicable Licensor(s) and Licensee(s) under such Schedule).  Each License Grant shall be non-exclusive,
fully paid up and royalty-free, irrevocable (except as provided in Section
5.2(a)), worldwide, and non-sublicensable, except, in each case, to the extent
expressly provided otherwise in the applicable Schedule.


 


Section 1.2  Modifications
and Enhancements.  Licensee may create derivative works of,
enhance and otherwise modify the Licensed Materials as set forth in the
applicable Schedule.  Any such permitted
derivative works, enhancements and other modifications to Licensed Materials
shall be owned solely and exclusively by Licensee (subject to Licensor’s rights
in the underlying Licensed Materials).


Section 1.3  License,
Maintenance and/or Support Fees.


(a)       License
Fees.


(i)  In
exchange for the License Grants to the Travelport Parties by the Orbitz Parties
made pursuant to Schedules 1 through 9 hereto, Travelport or one of its
Affilaites shall pay to a designated Orbitz Party, a single, flat, one-time, upfront
license fee of $[____], within sixty (60) days following the Effective Date
(the “Travelport License Fee”).


(ii)   In exchange for the License Grants to
the Orbitz Parties by the Travelport Parties made pursuant to Schedules 1
through 9 hereto, an Orbitz Party shall pay to a designated Travelport Party, a
single, flat, one-time, upfront license fee of $[____], within sixty (60) days
following the Effective Date (the “Orbitz License Fee”).


(iii)  If
the Parties agree, the payments may be offset, such that Travelport or one of
its Affiliates shall pay to the designated Orbitz Party, the difference between
the Travelport License Fee and the Orbitz License Fee, and no further license
fees shall be due from one Party to the other. The identity of the designated
parties for payment shall be provided by written notice no less than fifteen
(15) days before payment is due.


(b)  Maintenance and
Support Fees.  Each Licensor shall provide each applicable Licensee
or end user with maintenance and support services (“Maintenance and Support”)
as provided in the applicable Schedule in exchange for an annual Maintenance
and Support fee, which fee shall be as specified on the applicable Schedule.  The initial Maintenance and Support period
shall be set forth in the applicable Schedule. 
Upon expiration of the initial Maintenance and Support period, each applicable
Licensee may separately elect to renew Maintenance and Support for additional
periods.  The applicable Licensors shall
offer to renew Maintenance and Support to each applicable Licensee upon the
terms and conditions contained in this 


 


 


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Agreement, the applicable Schedule and any specific
Maintenance and Support agreement entered into between the applicable Parties,
for so long as the applicable Licensors are offering such or similar services
to their other customers, but in any event, for at least as long as set forth
in the applicable Schedule.  Such renewal
shall be made pursuant to a written agreement or amendment signed by the applicable
Parties’ authorized representatives.


(c)  Taxes and Other
Assessments.  Each Licensee shall be responsible for all Taxes
that may be imposed by a Governmental Entity on any and all payments with
respect to a License Grant  made to a
Licensor by such Licensee.  The Parties
shall cooperate to avoid, or minimize if unavoidable, any multiple taxation by
any Governmental Entities.


Section 1.4  Acknowledgement
of Ownership; Reservation of Rights.  Each Licensee acknowledges
and agrees that all Licensed Materials to which such Licensee receives a
License Grant hereunder are the sole and exclusive property of the applicable
Licensor, and that the applicable Licensor retains all right, title, and
interest therein.  Any and all rights in,
to and under the Licensed Materials not expressly granted pursuant to a License
Grant hereunder are reserved to the applicable Licensor.


Section 1.5  Delivery.


(a)  Within five (5)
business days following the Effective Date (or, if specified, such time set
forth in the applicable Schedule), each Licensor will deliver the applicable
Licensed Materials, in their then-current form and in the appropriate physical
and/or electronic media, to each applicable Licensee at such address(es) as
such Licensee shall designate.  Each
Licensor will also so deliver to each applicable Licensee, on or immediately
before such time Licensee ceases to be an Affiliate, any portions of the
applicable Licensed Materials that have materially changed since the initial
delivery.  Included as part of each
Schedule shall be a listing of all technology and other intellectual property
not included in the Licensed Materials but necessary for use of the Licensed Materials
as currently used by the Licensor and its Affiliates.


(b)  In addition to the
other provisions of this Article I, for six (6) months following the date
hereof or date of delivery of the Licensed Materials (at the applicable
Licensee’s election), each Licensor shall provide reasonable assistance, as
requested by each Licensee in its implementation and use of the Licensed
Materials, including in the form of discussions, telephone conversations,
correspondence and other consultation and communications between technically
qualified personnel.  The applicable
Licensee shall pay Licensor’s reasonable out-of-pocket expenses in connection
with the foregoing assistance.  Following
such six (6) month period, assistance will be provided at Licensor’s then prevailing
rate.  The foregoing is subject to each
Licensor’s material resource constraints with respect to production or other
revenue-generating resources.


 


 


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Section 1.6  Maintenance,
Updates and Development Support.  Each Licensee acknowledges and
agrees that (a) the exercise of its rights under all applicable License Grants
is at its sole risk and liability, and (b) except as set forth on the
applicable Schedule, it has no rights to any updates, additions or replacements
to the applicable Licensed Materials, or any development, maintenance, support
or other services related thereto, from any other Party, from and after the
Effective Date.


Section 1.7  Cooperation.  Each
Party shall reasonably cooperate with the other Party in all matters relating
to the License Grants and any related services or assistance provided in
connection with a License Grant and to minimize the expense, distraction and
disturbance to each Party, shall perform all obligations hereunder in good
faith and in accordance with principles of fair dealing and shall comply with
all applicable laws and regulations.


Section 1.8  Additional Terms and
Conditions.  In addition to the terms and conditions of this
Agreement, the Licensors and Licensees under each Schedule shall also be bound
by any additional terms and conditions set forth in such Schedule as if such
terms and conditions were set forth in this Agreement.


Section 1.9  Assignment of Licensed
Materials.  For the avoidance of doubt, if a Licensor assigns all
or any portion of its right, title or interest in or to any Licensed Materials,
such assignment shall be subject to the terms and conditions of this Agreement,
including all applicable License Grants.


ARTICLE
II



INTELLECTUAL PROPERTY PROTECTION


Section 2.1  Prosecution
and Maintenance.  Except as otherwise expressly set forth in a
Schedule, the applicable Licensor shall have the sole right and discretion to
prosecute and maintain any patents and any trademark, copyright and other
intellectual property registrations or applications with respect to, or
included in, any Licensed Materials.  Any
such prosecution and maintenance shall be at such Licensor’s sole cost and
expense, unless any Licensor and Licensee expressly agree otherwise.  Licensor expressly is not undertaking any
obligation to prosecute, maintain or police any of its patents or other
intellectual property, except as may be expressly provided in a Schedule.


Section
2.2  Notices of Infringement.  If a Licensee becomes
aware of any infringement or other violation of any Licensed Materials, such
Licensee shall promptly notify the applicable Licensor.


Section 2.3  Enforcement
and Defense of Licensed Materials and Patents.  Except as
otherwise expressly set forth in a Schedule, the applicable Licensor shall have
the sole right and discretion to (a) initiate, defend, and control, at their
own expense, all assertions, actions, suits and proceedings with respect to
infringement or other violation of any Licensed Materials, and (b) defend, and
control, at its own expense, 


 


 


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all
assertions, actions, suits and proceedings by Third Parties that assert the
invalidity or unenforceability of any Licensed Materials (each, an “Infringement
Action”).  Licensor shall be entitled
to keep all proceeds arising from any such assertions, actions, suits and
proceedings brought by it and any settlements or compromises thereof.


Section 2.4  Bankruptcy-Related
Matters.   Notwithstanding any other
provision of this Agreement to the contrary, in the event a Licensor becomes
subject to any bankruptcy or similar proceedings:  (a) all License Grants to each applicable
Licensee shall be deemed fully retained by and vested in such Licensee as
protected intellectual property rights under Section 365(n) of the United
States Bankruptcy Code (and similar laws in other jurisdictions) (“Section
365(n)”); and (b) each Licensee shall have all of the rights afforded to
licensees under Section 365(n).  The
Parties agree that upon any election by an applicable Licensee pursuant to
Section 365(n)(1)(B) of the Bankruptcy Code, such Licensee shall be entitled to
continue to exercise the license granted under this Agreement.  In the event of commencement of bankruptcy
proceedings by or against a Licensee, such Licensee or  trustee in bankruptcy, as applicable, shall
be entitled to assume the applicable License Grants and shall be entitled to
retain all such License Grants.


ARTICLE III



CONFIDENTIALITY


Section 3.1  Protection
of Confidential Information.  In
connection with the License Grants from each applicable Licensor to each
applicable Licensee, each such Licensee may receive confidential and proprietary information of such
Licensor, including proprietary information concerning inventions, trade
secrets, confidential know-how and other confidential technical, business or
operational information related to the businesses of such Licensor (the “Confidential
Information”).  All Confidential
Information shall remain the exclusive property of the applicable Licensor, and
the applicable Licensee may not disclose any Confidential Information of such
Licensor to any Third Party, provided that the receiving party may disclose, on
a need-to-know basis, such Confidential Information to its third party
subcontractors who have signed non-disclosure agreements with the receiving
party, and/or to its current employees, consultants, agents, officers,
directors and/or legal or financial representatives.  Each applicable Licensee shall maintain the
Confidential Information of the applicable Licensors with with at least the
same degree of care (which in no event shall be less than reasonable care) as
it uses to protect its own Confidential Information.  In furtherance of such obligation, each such
Licensee shall instruct its employees and Third Party contractors and
consultants, as well as its Affiliates, as to the confidentiality obligations
hereunder.


Section 3.2  Limitations.  With
respect to each Licensee, Confidential Information of a Licensor will not
include information which:  (a) becomes
available to the public through no fault or negligence of the applicable
Licensee, (b) was already rightfully known to the applicable Licensee (other
than by previous disclosure by the applicable Licensor) as of the date hereof
and not subject to any duty of confidentiality to 


 


 


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the
Licensor or its Affiliates, (c) is independently developed by such Licensee or
its Affiliates without reference to any Confidential Information, or (d) after
the date hereof, is lawfully and in good faith made available or known to such
Licensee by a Third Party not connected with the applicable Licensor and
without an obligation of confidence to such Licensor, directly or indirectly.


Section 3.3  Required Disclosure.  If
a Licensee is required by order of any court or other Governmental Entity to
disclose any Confidential Information in its possession, such Licensee shall
provide the applicable Licensor with prompt written notice of any such
requirement, so that such Licensor may seek an appropriate protective order or
waive compliance with the confidentiality provisions of this Agreement.  Such Licensee will not oppose action by such
Licensor to obtain an appropriate protective order or other reliable assurance
that confidential treatment will be accorded the Confidential Information, and
will cooperate and comply with, at such Licensor’s expense, all reasonable
requests by such Licensor related thereto. 
For purposes of this Section 3.3, any disclosure made in connection with
the disclosure requirements of the securities laws or regulations of any
country shall be deemed to be “an order of any court or other Governmental
Entity.”


ARTICLE IV



REPRESENTATIONS AND WARRANTIES; DISCLAIMER AND LIMITATION OF LIABILITY


Section 4.1  Representations
and Warranties.  Each Party under a License Agreement hereby
represents and warrants to each other Party under such License Agreement that:


(a)  such Party (i) is
duly incorporated, validly existing and in good standing under the laws
applicable to it and (ii) has the requisite power and authority to execute,
deliver and perform its obligations under this Agreement.


(b)  the execution,
delivery and performance by such Party of this Agreement and the transactions
contemplated hereby:  (i) have been duly
authorized by all necessary corporate action on the part of such Party and (ii)
do not contravene the terms of such Party’s organizational documents as
presently in effect.


(c)  no approval,
consent, compliance, exemption, authorization or other action by, or notice to,
or filing with, any Person is necessary or required in connection with the
execution, delivery or performance by such Party of this Agreement.


(d)  this Agreement has
been duly executed and delivered by such Party, constitutes the legal, valid
and binding obligations of such Party, and is enforceable against each Party in
accordance with its applicable terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity
principles.


 


 


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Section 4.2  Disclaimer.  Except
as otherwise expressly set forth in a Schedule, nothing in this Agreement is or
shall be construed as:  (a) a grant of
any license which any Licensor does not possess the right to grant, (b) a
warranty or representation by any Licensor as to the validity, enforceability
or scope of any intellectual property included in any Licensed Materials, (c) a
warranty or representation that anything made, used, sold or otherwise disposed
of under any License Grant is or will be free from infringement of any
intellectual property rights of any third Person, and (d) an obligation to
bring or prosecute actions or suits against third Persons for infringement of
any Licensed Materials.


Section 4.3  NO
REPRESENTATIONS AND WARRANTIES.  EXCEPT AS SPECIFICALLY SET FORTH
IN SECTION 4.1 OR A SCHEDULE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH
PARTY HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES
WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, IN CONNECTION WITH THE
SUBJECT MATTER OF THIS AGREEMENT, INCLUDING REGARDING ANY OF THE LICENSE GRANTS
AND THE APPLICABLE LICENSED MATERIALS, INCLUDING ANY AND ALL REPRESENTATIONS
AND WARRANTIES REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
AGAINST INFRINGEMENT.  WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, EACH LICENSEE ACKNOWLEDGES THAT THE LICENSE
GRANTS AND THE APPLICABLE LICENSED MATERIALS ARE PROVIDED ON AN “AS IS” BASIS
WITH ALL FAULTS, AND LICENSEE ASSUMES ALL RISKS IN CONNECTION WITH ITS EXERCISE
OF ANY RIGHTS UNDER THE LICENSE GRANTS.


Section 4.4  Limitation
of Consequential Damages.  EXCEPT WITH RESPECT TO ANY BREACH OF
THE CONFIDENTIALITY PROVISIONS HEREIN AND EXCEPT AS OTHERWISE EXPRESSLY SET
FORTH IN A SCHEDULE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO PARTY SHALL,
UNDER ANY CIRCUMSTANCES, BE LIABLE TO ANY OTHER PARTY FOR ANY SPECIAL,
INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF
PROFITS, REVENUE OR OPPORTUNITY) ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT.  THIS LIMITATION APPLIES
REGARDLESS OF WHETHER SUCH DAMAGES OR OTHER RELIEF ARE SOUGHT BASED ON BREACH
OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR ANY
OTHER LEGAL OR EQUITABLE THEORY.


ARTICLE V



TERM AND TERMINATION


Section 5.1  Term.  This
Agreement shall continue in effect for so long as at least one License Grant is
in effect.  Each License Grant shall
continue in effect for the Term specified on the applicable Schedule.


 


 


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Section 5.2  Termination.


(a)  A Licensee under a
License Agreement may terminate such License Agreement (solely with respect to
such Licensee) at any time upon thirty (30) days prior written notice to the
applicable Licensor.


(b)  Except to the extent
of any express termination rights set forth in Section 5.2(a) or in a Schedule,
the License Grants are intended to be irrevocable and may not be terminated
prior to the expiration of the applicable Term, except by mutual written
agreement of the applicable Parties. 
Each Party shall be entitled to preliminary and permanent injunctions,
temporary restraining orders, and other equitable relief as contemplated by
Section 6.7 (Equitable Relief), and other customary relief, subject to any
disclaimers and limitations set forth herein.


Section 5.3  Survival.  Articles
III, and VI and Sections 4.3, 4.4 and 5.3 shall survive any expiration or
termination of this Agreement.


ARTICLE VI



MISCELLANEOUS


Section
6.1  Assignment.


(a)  No (i) Licensee may
assign or otherwise transfer a License Agreement, or any of its rights,
interests or obligations thereunder, without the prior written consent of the
Licensor(s) under such License Agreement, and (ii) Licensor may, with respect
to any Licensee under a License Agreement,  assign or otherwise transfer such License
Agreement, or any of its rights, interests or obligations thereunder, without
the prior written consent of such Licensee under such License Agreement, except,
in each case, that any Party may assign or otherwise transfer any or all of the
foregoing to an Affiliate of such Party or in connection with a merger, sale,
transfer or other disposition of all or substantially all of the portion of
such party’s business to which the License Agreement relates.


(b)  In the event that an
Affiliate of a Licensee ceases to be an Affiliate of such Licensee (such
Affiliate, a “Divested Affiliate”), any sublicenses to such Divested
Affiliate under any License Agreement will, subject to the terms and conditions
of the applicable sublicense agreement by which the Divested Affiliate received
its sublicense (each, a “Sublicense Agreement”), continue for the term
of the License Grant to the Licensee that granted the sublicense to the
Divested Affiliate (the “Granting Licensee”); provided, that,
notwithstanding any broader sublicense grant by the Granting Licensee to the
Divested Affiliated under such Sublicense Agreement, following the divestiture
of the Divested Affiliate (a “Divestiture”):  (i) the scope of use under such sublicense shall
be no broader than the businesses in which the Divested Affiliate is either (1)
engaged as of the Divestiture or (2) expected, as of the effective date of the Divestiture,
to be engaged pursuant to bona fide, written business plans (and without
restriction on the volume of use within that scope of use), and (ii) if such
sublicense 


 


 


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includes the right to further sublicense the Licensed
Materials, the Divested Affiliate may only grant sublicenses within the scope
of use set forth in Section 6.1(b)(i).


(c)  Divested Affiliates
shall continue to receive any applicable Maintenance and Support that such
Divested Affiliates were receiving prior to the Divestiture, under the then-current
terms and conditions by which the Granting Licensee receives such Maintenance
and Support (without additional payments), for a transition period equal to the
shorter of:  (i) one (1) year from the
date of such Divested Affiliate’s Divestiture, unless the Divested Affiliate is
GTA (or its successor), in which case five (5) years from the date of GTA’s Divestiture,
and (ii) the period of time for which the Granting Licensee is entitled to
receive Maintenance and Support under the applicable License Agreement (a “Transition
Period”).  With respect to such Maintenance
and Support that continues during a Transition Period, unless and to the extent
that the applicable Divested Affiliate notifies the applicable Licensor to the
contrary in writing, the applicable Licensor and the applicable Divested
Affiliate shall use good faith efforts to agree, at least sixty (60) days prior
to the end of the Transition Period, upon commercially reasonable terms (including
pricing terms) for such Divested Affiliate’s continued receipt of Maintenance
and Support following the foregoing period.


(d)  Any assignment or
transfer in violation of the foregoing in this Section 6.1 shall be void.  Subject to the foregoing, this Agreement will
be binding upon, inure to the benefit of, and be enforceable by, the Parties
and their respective successors and assigns.


Section
6.1  Relationship of the Parties.  Nothing in this
Agreement shall be deemed to render any Party an agent of any other Party and
or grant any Party any authority to bind any other Party, transact any business
in the other Party’s name or on its behalf, or make any promises or
representations on behalf of the other Party. 
Each Party will perform all of its respective obligations under this
Agreement as an independent contractor, and no joint venture, partnership or
other relationship shall be created or implied by this Agreement.


Section
6.3  Governing Law and Submission to Jurisdiction.  This
Agreement shall be governed by, enforced under and construed in accordance with
the laws of the State of New York, without giving effect (to the fullest extent
provided by law) to any choice or conflict of law provision or rule thereof
which might result in the application of the laws of any other
jurisdiction.  Subject to Section 6.7,
each of the Parties hereby irrevocably and unconditionally consents to submit
to the exclusive jurisdiction of the courts of the State of New York and of the
United States of America in each case located in the County of New York for any
litigation arising out of or relating to this Agreement (and agrees not to
commence any litigation relating thereto except in such courts) and further
agrees that service of any process, summons, notice or document by U.S.
registered mail to its respective address set forth in Section 6.5 (or to such
other address for notice that such Party has given the other Parties written
notice of in accordance with Section 6.5) shall be effective service of process
for any litigation brought against it in any such court.  Each Party hereby irrevocably and
unconditionally waives any objection to the laying of venue of any litigation
arising out of this 


 


 


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Agreement in the courts of the State of New York or of the United
States of America in each case located in the County of New York and hereby
further irrevocably and unconditionally waives and agrees not to plead or claim
in any such court that any such litigation brought in any such court has been
brought in an inconvenient forum.


Section 6.4  Entire
Agreement.  This Agreement, including all Schedules, Exhibits,
and Attachments hereto, constitute the entire agreement among the Parties
relating to the subject matter hereof, and there are no further agreements or
understandings, written or oral, among the Parties with respect thereto.  If and to the extent that there is a conflict
between the provisions of this Agreement and the provisions of the Separation
Agreement (or any other agreement entered into in connection with the
Separation Agreement by the parties hereto or thereto), this Agreement shall
control.


Section 6.5  Notices.  All
notices, requests, claims, consents, demands and other communications under
this Agreement shall be in writing and shall be deemed given if delivered
personally, by facsimile (that is confirmed) or sent by overnight courier
(providing proof of delivery) to the Parties at the following addresses (or at
such other address for a Party as shall be specified by like notice):


If to Galileo International
Tech, Galileo International or Neat Group:


Galileo House

Axis Park

10 Hurricane Way

Langley Berkshire SL3 8AG

England

Attn:  Legal Department




If to Orbitz, Travelport Development, TFB or ebookers :


500 W. Madison Street

Suite 1000

Chicago, IL  60661

Attn:  Legal Department




If to GTA:


Gullivers House

27 Goswell Road

London EC1M 7GT

England

Attn:  Legal Department


 


All such notices, requests and other
communications shall be deemed received on the date of receipt by the recipient
thereof if received prior to 5:00 p.m., New York City time, and such day is a
Business Day in the place of receipt. 
Otherwise, any 


 


 


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such notice, request or
communication shall be deemed not to have been received until the next
succeeding Business Day in the place of receipt.


Section
6.6  Dispute Resolution.


(a)  In the event of any
dispute, controversy or claim arising out of or relating to this Agreement or
the breach, termination or validity thereof, or the transactions contemplated
hereby (a “Dispute”), upon the written notice of any Party hereto, the
Parties shall attempt in good faith to negotiate a resolution of the Dispute
for a period of twenty (20) days after the receipt of such notice.


(b)  Further to the
foregoing, if any dispute, controversy or claim arising out of or relating to
any obligation to reach agreement on the specific terms and conditions regarding
any specified subject matter (e.g., the terms of a reseller agreement or for
maintenance and support services) under this Agreement or any Schedule hereto or
any other matter with respect to which the applicable Parties have expressly
provided for arbitration in this Agreement or the applicable Schedule (a “Failure
to Agree”) has not been resolved for any reason after twenty (20) days have
elapsed from the receipt by a Party thereto of notice thereof, such Failure to
Agree shall be determined, at the request of any relevant Party, by expedited arbitration
conducted in New York City, before and in accordance with the then-existing Expedited
Procedures of the Commercial Arbitration Rules of the American Arbitration
Association (“AAA”), except as modified herein (the “Rules”).  The applicable Party shall provide the
products or services with respect to which there is a Failure to Agree in good
faith, pending resolution of the Failure to Agree and subject to the terms of
such resolution.  There shall be three arbitrators.
 Each Party shall appoint one arbitrator
within ten (10) business days of receipt by respondent of a copy of the demand
for arbitration. The two Party-appointed arbitrators shall have ten (10) business
days from the appointment of the second arbitrator to agree on a third
arbitrator (who shall have knowledge of the travel business and have no current
or past relationship to any applicable Party ) who shall chair the arbitral
tribunal.  Any arbitrator not timely
appointed by the parties shall be appointed by the AAA  in accordance with the listing, ranking and
striking method in the Rules, and in any such procedure, each Party shall be
given a limited number of strikes, excluding strikes for cause.  The arbitrators’ fees shall be split equally
between the Travelport Parties involved in the arbitration, on one hand, and
the Orbitz Parties involved in the arbitration, on the other hand.  Any controversy concerning whether a Dispute
is a Failure to Agree, whether arbitration has been waived, whether an assignee
of this Agreement is bound to arbitrate, or as to the interpretation of enforceability
of this Section 6.6(b) shall be determined by the arbitrators.  In resolving any Failure to Agree, the Parties
intend that the arbitrators shall apply the substantive Laws of the State of
New York, without giving effect (to the fullest extent provided by law) to any
choice of law principles thereof that would mandate the application of the laws
of another jurisdiction.  The Parties
intend that the provisions to arbitrate set forth herein be valid, enforceable
and irrevocable.  Without limiting the
provisions of the Rules, unless otherwise agreed in writing by or among the
relevant parties or permitted by this Agreement, the relevant Parties shall
keep, and shall cause the members of their applicable group to keep,
confidential all matters relating to the arbitration or the award, and any
negotiations, conferences and discussions pursuant to this Section 6.6(b) shall
be 


 


 


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treated as compromise and settlement negotiations; provided,
that such matters may be disclosed (i) to the extent reasonably necessary in
any proceeding brought to enforce the award or for entry of a judgment upon the
award and (ii) to the extent otherwise required by Law or stock exchange.  Nothing said or disclosed, nor any document
produced, in the course of any negotiations, conferences and discussions that
is not otherwise independently discoverable shall be offered or received as evidence
or used for impeachment or for any other purpose in any current or future
arbitration.  Nothing contained herein is
intended to or shall be construed to prevent either Party from applying to any
court of competent jurisdiction for interim measures or other provisional
relief in connection with the subject matter of any Failures to Agree.  Without prejudice to such provisional remedies
as may be available under the jurisdiction of a court, the arbitral tribunal
shall have full authority to grant provisional remedies and to direct the
parties to request that any court modify or vacate any temporary or preliminary
relief issued by such court, and to award damages for the failure of either
Party to respect the arbitral tribunal’s orders to that effect.


Section 6.7  Equitable
Relief.  If any provision of this Agreement is not performed in
accordance with its specific terms or otherwise breached, in addition to, and
not in limitation of, any other remedy available to any Party, an aggrieved
Party under this Agreement shall be entitled to seek immediate injunctive
relief.  Such remedies, and any and all
other remedies provided for in this Agreement, shall be cumulative in nature
and not exclusive and shall be in addition to any other remedies whatsoever which
any Party may otherwise have.


Section 6.8  Severability.  If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any rule of law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby are not affected in any manner materially adverse to a Party.  Upon such determination that any term or
other provisions are invalid, illegal or incapable of being enforced, the
Parties shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the Parties as closely as possible in a mutually
acceptable manner in order that the transactions be consummated as originally
contemplated to the fullest extent possible.


Section
6.9  Interpretation.


(a)  When a reference is
made in this Agreement to an Article, Section or Exhibit, such reference shall
be to an Article or Section of, or an Exhibit to, this Agreement unless
otherwise indicated.  Whenever the words “include”,
“includes” or “including” are used in this Agreement, they shall be deemed to
be followed by the words “without limitation”. 
The words “hereof”, “herein” and “hereunder” and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement. 
All terms defined in this Agreement shall have the defined meanings when
used in any certificate or other document made or delivered pursuant hereto
unless otherwise defined therein.  The
definitions contained in this Agreement are applicable to the singular as well
as the plural forms of such terms 


 


 


13

















 


and to the masculine as well as to the feminine and neuter
genders of such term.  Any agreement,
instrument or statute defined or referred to herein or in any agreement or
instrument that is referred to herein means such agreement, instrument or
statute as from time to time amended, modified or supplemented, including (in
the case of agreements or instruments) by waiver or consent and (in the case of
statutes) by succession of comparable successor statutes and references to all
attachments thereto and instruments incorporated therein.


(b)  The Parties have
participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of
intent or interpretation arises, this Agreement shall be construed as if
drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of any
provisions of this Agreement.


Section
6.10  Counterparts.  This Agreement may be executed
in any number of counterparts, each of which when executed, shall be deemed to
be an original and all of which together shall be deemed to be one and the same
instrument binding upon all of the Parties hereto notwithstanding the fact that
all Parties are not signatory to the original or the same counterpart.  For purposes of this Agreement, facsimile
signatures shall be deemed originals, and the Parties agree to exchange
original signatures as promptly as possible.


Section 6.11  Further
Cooperation.  Each Party agrees to cooperate with the others, at
any other Party’s request, to execute any and all documents or instruments, or
to obtain any consents, in order to assign, transfer, perfect, record,
maintain, enforce or otherwise carry out the intent of the terms of this
Agreement.


Section
6.12  Amendment and Waiver.  This Agreement
(including the Exhibits hereto) may not be amended or modified except by a
writing signed by an authorized signatory of each Party.  No waiver by any Party or any breach or
default hereunder shall be deemed to be a waiver of any preceding or subsequent
breach or default.


Section
6.13  Waiver of Trial By Jury.  TO THE EXTENT
PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER.


Section 6.14  Descriptive
Headings.  The descriptive headings of the several articles and
sections of this Agreement are inserted for reference only and shall not limit
or otherwise affect the meaning hereof.


Section 6.15  No
Third Party Beneficiaries.  Nothing in this Agreement shall
convey any rights upon any Person or entity, which is not a Party or a
permitted assignee of a Party to this Agreement.


 


 


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Section 6.16  No
Circumvention.  No Party shall, directly or indirectly, take any
action, act in concert with any Person who takes any action, or cause or allow
any of such Party’s Affiliates to take any action (including the failure to
take a reasonable action), such that the resulting effect is to materially
undermine the effectiveness of any of the provisions of this Agreement
(including all Schedules hereto).


Section 6.17  Certain
Definitions.  For purposes of this Agreement, except as otherwise
expressly set forth in a Schedule:


(a)  “Affiliate”
means (i) with respect to a member of the Travelport Affiliated Group, any
other member of the Travelport Affiliated Group, and (ii) with respect to a
member of the OWW Affiliated Group, any other member of the OWW Affiliated
Group.


(b)  “Agreement”
has the meaning set forth in the preamble to this Agreement.


(c)  “Business Day”
or “business day” means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York City are
authorized or obligated by law or executive order to close.


(d)  “Competitive Use”
means use of Licensed Materials for the purpose of selling or otherwise
distributing travel products over the Internet directly and primarily to (i) individual
consumers for leisure and unmanaged business travel and/or (ii) corporations
for the business use of their business travelers; provided, that the
foregoing shall not include (x) any use of particular Licensed Materials carried
on by an entity prior to the Effective Date, which use continues following the
Effective Date or (y) the sale or distribution of travel products to  travel agencies. 
Whether any particular use by a particular entity is a “Competitive Use”
shall be measured as of the time of the grant of rights to the particular
entity (for example, if at the time of a grant of rights with respect to a
product or service to an entity, such entity is primarily an offline travel
agency, and such travel agency thereafter develops its online travel agency
business such that the online travel business becomes the primary or only business
of such entity, continued use by such entity shall not be a Competitive Use).


(e)  “Confidential
Information” has the meaning set forth in Section 3.3.


(f)  “Dispute” has
the meaning set forth in Section 6.6.


(g)  “Effective Date”
has the meaning set forth in the recitals.


(h)  “GDS Agreement”
means that certain Subscriber Services Agreement, dated as of [____], by and
among OWW LLC, Galileo International and Galileo Nederland B.V.


 


 


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(i)  “Governmental
Entity” means any United States federal or state government, or any foreign
government, or any agency, bureau, board, commission, court, department,
tribunal or instrumentality thereof.


(j)  “Improvements”
mean any modification or other derivative work of any intellectual property,
including any invention, idea, trade secret, know-how or derivative work which
is in some manner dependent upon, or which includes, incorporates or otherwise
uses any portion of, such intellectual property, whether or not patentable,
copyrightable or otherwise protectable as intellectual property.


(k)  “IP Dispute”
means any assertion, action, suit or proceeding with respect to intellectual
property brought by a Third Party against a member of the Orbitz Affiliated
Group.


(l)  “Licensed
Materials” means, with respect to each License Grant, the Software,
intellectual property and other items specified in the applicable Schedule,
including source code (solely to the extent explicitly stated in the applicable
Schedule) and all object code and related documentation thereto.


(m)  “Licensee”
means, with respect to each License Grant, the Party listed as Licensee in the
applicable Schedule.


(n)  “Licensor”
means, with respect to each License Grant, the Party listed as Licensor in the
applicable Schedule.


(o)  “Orbitz Parties”
means Orbitz, eBookers, TFB, Travelport Development and Neat Group.


(p)  “OWW Affiliated
Group” means, collectively, OWW and all of its direct and indirect
subsidiaries now or hereafter existing.


(q)  “Party” or “Parties”
has the meaning set forth in the preamble to this Agreement.


(r)  “Patent”
means all U.S. and foreign patents and patent applications, including
divisions, continuations, continuations-in-part, reissues, reexaminations, and
any extensions thereof.


(s)  “Person”
means an association, a corporation, an individual, a partnership, a limited
liability company, a trust, or any other entity or organization, including a
Governmental Entity.


(t)  “Release Event”
means, with respect to a Licensor, any of the following events:  (a) a receiver is appointed for such Licensor
or substantially all of its property, (b) such Licensor makes a general
assignment for the benefit of its creditors, (c) such Licensor files a
voluntary petition in bankruptcy or reorganization or under any other similar
insolvency or debtor’s relief law, (d) there is commenced against such Licensor
proceedings under any bankruptcy, reorganization, insolvency or debtor’s relief



 


 


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law, which proceedings are not dismissed within sixty (60)
days after commencement, (e) such Licensor is generally unable to pay its debts
as they become due, (f) such Licensor takes formal action to liquidate or
dissolve, or (g) such Licensor ceases to operate its business as a going
concern for a period of more than five (5) consecutive days, unless such
cessation is the result of events that are not primarily related to solvency.


(u)  “Schedule”
has the meaning set forth in Section 1.1.


(v)  “Scope of Use”
means, with respect to each License Grant, the Scope of Use set forth in the
applicable Schedule.


(w)  “Section 365(n)”
has the meaning set forth in Section 2.4.


(x)  “Separation
Agreement” means the Separation Agreement, dated as of [___], 2007, by and
between Orbitz Worldwide Inc. and Travelport Limited.


(y)  “Source Code”
means all code written in human readable computer programming language (and
related interpreters and/or compilers) that are required to convert to object
code (computer-executable form) the programs that comprise the applicable
Licensed Materials and all related design documentation (e.g., flowcharts,
architectural diagrams, specifications, etc.), excluding third party licensed
code and tools.  “Source Code” does not
include any object code, databases, customer data of the applicable Licensors
or any source code or software licensed from third parties.


(z)  “Subsidiary”
means, with respect to any Person, any other Person of which such first Person
(either alone or through or together with any other Subsidiary) owns, directly
or indirectly, a majority of the outstanding equity securities or securities
carrying a majority of the voting power in the election of the board of directors
or other governing body of such Person.


(aa)  “Tax” or “Taxes”
shall mean all federal, state, provincial, territorial, national, local and
foreign income, profits, franchise, license, capital, transfer, ad valorem,
wage, severance, occupation, import, custom, gross receipts, payroll, sales,
employment, use, property, real estate, excise, value added, consumption,
estimated stamp, alternative or add-on minimum, environmental, withholding and
any other taxes, duties, assessments or tax charges of any kind whatsoever,
imposed or required to be withheld by any Governmental Entity, including
interest, additions to Tax or penalties applicable or related thereto.


(bb)  “Term”
means, with respect to each License Grant, the Term set forth on the applicable
Schedule.


(cc)  “Third Party”
means Persons other than a Party or Affiliate thereof.


 


 


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(dd)  “Travelport
Affiliated Group” means, collectively, Travelport and all of its direct and
indirect subsidiaries now or hereafter existing, other than members of the OWW
Affiliated Group.


(ee)  “Travelport
Parties” means Galileo International Tech, Galileo International and
Donvand Limited.


 


[Signature
Page Follows]


 


 


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IN WITNESS WHEREOF, each of the Parties has
caused this Agreement to be executed on its behalf on the day and year first
above written.


 


	
   

  	
  GALILEO
  INTERNATIONAL 

  
	
   

  	
  TECHNOLOGY,
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
       Name:

  	
   

  
	
   

  	
   

  	
       Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GALILEO
  INTERNATIONAL, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
       Name:

  	
   

  
	
   

  	
   

  	
       Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ORBITZ,
  LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
       Name:

  	
   

  
	
   

  	
   

  	
       Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EBOOKERS
  LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
       Name:

  	
   

  
	
   

  	
   

  	
       Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DONVAND
  LIMITED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
       Name:

  	
   

  
	
   

  	
   

  	
       Title:

  	
   

  



 


 


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  TRAVELPORT
  FOR BUSINESS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
       Name:

  	
   

  
	
   

  	
   

  	
       Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TRAVELPORT
  DEVELOPMENT, LLC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
       Name:

  	
   

  
	
   

  	
   

  	
       Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEAT
  GROUP CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
       Name:

  	
   

  
	
   

  	
   

  	
       Title:

  	
   

  



 


 


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