Exhibit 10.37


 


	
  CUSTOMER PROFILE

  	
   

  	
  CONTRACT NO.
  _________________________

  
	
   

  	
   

  	
  HOME OFFICE LOCATION PSEUDO

  
	
   

  
	
  TO BE COMPLETED BY SUBSCRIBER:

  	
   

  	
   

  
	
  

  Subscriber’s Official Name

  	
  

  Orbitz Worldwide, LLC

  
	
  D/B/A (Doing Business As)

  	
   

  
	
  Address (Main Office) 

  	
  500 W. Madison, 10th Floor

  
	
  City, State, Zip Code 

  	
  Chicago, IL 60661

  
	
  Country

  	
  USA

  	
  Email Address

  	
   

  
	
  Phone Number 

  	
   312-894-5000

  	
  Fax Number

  	
  312-894-4856

  
	
  Business Entity:

  	
   

  	
  Corporation

  	
  x

  	
  Limited Liability Company

  	
   

  	
  Partnership

  
	
   

  	
   

  	
  Sole Proprietorship 

  	
   

  	
  Other (describe):

  	
   

  	
   

  
	
  State of Incorporation or Partnership Formation

  	
  Delaware

  
	
  Tax I.D. Number:

  	
  26-0331198

  
	
   

  
	
   

  
	
   

  
	
   

  
															



 


 




	
  BILLING ADDRESS

  	
   

  	
  FINANCIAL ASSISTANCE PAYMENTS ADDRESS

  
	
   

  	
   

  	
   

  
	
  X

  	
  Check here if same address as Main Office above and
  indicate contact name below.

  	
   

  	
  X

  	
  Check here if same address as Main Office above and
  indicate contact name below.

  
	
   

  	
   

  	
   

  
	
  Street Address:

  	
   

  	
   

  	
  Street Address:

  	
   

  
	
  City/State/Zip:

  	
   

  	
   

  	
  City/State/Zip:

  	
   

  
	
  ATTN:

  	
   

  	
   

  	
  ATTN:

  	
   

  
							






 


 


 


Please provide
Galileo written notice, as specified in


the notices section of
the Agreement, of any changes to this information.


 

















 


SUBSCRIBER SERVICES AGREEMENT


 


 


 


This Subscriber Services Agreement (“Agreement”)
is entered into between the individual or entity specified on the Customer
Profile and Galileo International, L.L.C. (“GILLC”),
a Delaware limited liability company, and Galileo Nederland B.V. (“GNBV”), a company incorporated in The Netherlands
(collectively, “Galileo”).


 


1.               DEFINITIONS 


 


                        A.        “Authorized User” means (i) an employee, agent or contractor
of Subscriber who needs access to a System to provide travel-related services
for the primary benefit of Subscriber and not for their own benefit or for the
benefit of others or (ii) a Client User.


 


                        B.        Intentionally
Omitted.


 


            C.        “CCP” has the meaning as set forth in the Custom Terms and Conditions
Attachment (Galileo Services) — North America attached hereto.


 


                        D.        “Client User” means a customer of Subscriber that uses an
Orbitz corporate online booking tool and whose use of the Services is permitted
and governed by this Agreement.


 


                        E.         “Content” means for a particular Vendor, all services and
inventory of the Vendor offered through a Travelport GDS, including, without
limitation, fares, rates and classes of service.


 


                        F.         “Contract Effective Date” means the date that this Agreement
has been fully executed by the Parties.


 


                        G.        “Contract Year” means each consecutive twelve month period,
commencing from January 1, 2007.


 


                        H.        “Control” means, in relation to a body corporate, the power
of a person to secure that the affairs of the body corporate are conducted in
accordance with the wishes of that person by means of the holding of shares, or
the possession of voting power, in or in relation to that or any other body
corporate, or by virtue of any powers conferred by the constitutional or
corporate documents, or any other document, regulating that body corporate.


 


                        I.          “CRS” means computerized reservation system, and may also be
referred to as a “GDS” in this
Agreement.


 


                        J.         “CRS Regulations” includes Council Regulation (EEC) No
2299/89 of 24 July 1989 on a code of conduct for computerized reservation
systems, as amended and in force on the date hereof and as subsequently amended
from time to time during the Term of this Agreement, and any other regulations
regarding the general operation of CRSs enacted by any other governmental
authority during the Term of this Agreement.


 


                        K.        “Data Protection Laws” means all applicable laws,
regulations, regulatory requirements and codes of practice in connection with
the use, processing and disclosure of personal data or personally identifiable
information.


 


                        L.         “Direct Connect” or “Direct Connection”
means functionality that provides a connectivity pathway between the technology
platform for any Orbitz Worldwide Agency website and a Vendor’s host system for
purposes of making travel reservations directly in the Vendor’s host system.


 


                        M.       “Documentation” means all manuals, operating procedures,
instructions, guidelines, policies and other written materials, including
electronic formats, provided by Galileo during the Term of this Agreement.


 


N.                        “End-to-End Business”
means TFB’s corporate travel solution that provides “end to end” (booking
through fulfillment) services.


 


O.                “Europe” means any country within the European Union (“EU”)
together with any non-EU member state country that the Parties may agree to
include under the terms of this Agreement.


 


 


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P.                          “Galileo Group”
means Galileo and every company which at the relevant time is a subsidiary,
parent or holding company of Galileo, a subsidiary of any such parent or
holding company, or a company over which Galileo or any parent or holding
company of Galileo has Control, or a subsidiary undertaking  of
any such company, and “Galileo Group Company”
will be construed accordingly; provided, however, that Orbitz shall be excepted
from and not included in the definition of Galileo Group or Galileo Group
Company.


 


                        Q.        “Galileo Services” means those Services provided by a Galileo
Group Company or NDC as described in the attached Custom Terms and Conditions
Attachment (Galileo Services) for each of North America, Europe and RoW.


 


                        R.        “Galileo Services Effective Date” means January 1, 2007.


 


                        S.         “Improper Segment” means any speculative, duplicative or
fictitious segment or any other segment reasonably deemed by Galileo to be an
improper use of the Services, including, but not limited to, making bookings on
any GDS other than a Travelport GDS or on any airline or other reservation
system, except as expressly permitted under this Agreement.  Segments booked for testing purposes with
Galileo’s prior written consent do not count as Improper Segments, unless
otherwise stipulated mutually by Galileo and Subscriber; provided, however,
that Subscriber may continue to test segments on the Systems substantially as
Subscriber conducts such tests as of the Contract Effective Date.


 


T.                         “Location” means
the premises or online travel website where Services are provided by Galileo.


 


                        U.        “Eligible Segments” means those segments not otherwise
subject to an exception specified in Section 5.C.


 


                        V.        “NDC” means a non-Galileo Group entity which has entered into
an agreement with a Galileo Group Company to provide Galileo Services and/or,
upon the Worldspan Closing, Worldspan Services, in its designated territory or
territories.


 


W.                    “North America”
means the United States of America and Canada.


 


X.                        “Orbitz Domestic
Agency(ies)” means, collectively, Orbitz, LLC,
Trip Network, Inc. (“Cheaptickets”),
Travelport for Business, Inc. (“TFB”),
Internetwork Publishing Corp. (“Lodging”) and
Neat Group Corp. (“Neat”) and all current
and future affiliates, agencies, online travel websites and brands of Orbitz
located in North America, and “Orbitz Domestic Agency” means any one of them.


 


Y.                         “Orbitz International
Agency” means ebookers Limited, a company registered in England and
Wales under number 3818962 whose registered address is at 6th Floor,
140 Aldersgate Street, London EC1A 4HY (“ebookers”),
Travelbag Ltd. (“Travelbag”) and all current and future
affiliates, agencies, online travel websites and brands of Orbitz located in
Europe and RoW.  The Parties agree that
Travelbag Ltd. will no longer be an Orbitz International Agency upon the
consummation of its planned sale.


 


Z.                         “Orbitz” or “Orbitz Worldwide Agency(ies)” means Orbitz Worldwide, LLC
and each of its current affiliates, travel agencies, online travel websites and
brands and every company which at the relevant time (both currently and in the
future) is a subsidiary, parent or holding company of Orbitz, a subsidiary of
any such parent or holding company, or a company over which Orbitz or any
parent or holding company of Orbitz has Control, or a subsidiary undertaking  of any such company; provided, however, that the Galileo Group
shall be excepted from and not included in the definition of Orbitz or Orbitz
Worldwide Agency(ies).


 


AA.             “Personal
Data” means any personal data or personally identifiable information
relating to identifiable natural persons and may include, amongst other things:
name, address, telephone number(s), credit card numbers and passport
information; as the same may be defined under the relevant Data Protection
Laws.


 


BB.                 “Principal Display”
has the same meaning as defined in the CRS Regulations.


 


CC.                 “Product Data”
means data which is extracted from a Travelport GDS by the Galileo Group
Companies, but for the avoidance of doubt, does not contain Personal Data.


 


 


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DD.               “RoW” means the
rest of the world outside of North America and Europe (as defined herein).


 


EE.                   “Segment” means
a reservation that is made for the services of an air, car, hotel, cruise or
tour Vendor that participates in a System at the full service level and which:


 


•      is
made by Subscriber, Client Users or Subscriber’s end-user customers in the
System and is not cancelled;


•      Galileo
or any Galileo Group Company received a participation fee from the Vendor (“Participation Fee”);


•      is
not an Improper Segment;


•      is
not a passive air, car, hotel, cruise or tour segment;


•      with
respect to an air segment, a valid ticket or other approved document has been
produced in connection with the segment; and


•      with
respect to a cruise or tour segment, is not made via Galileo CruiseSM.


 


                                    Each
Segment made using LeisureShopper will count as three Segments (U.S. only).  For the avoidance of any doubt, any cruise or
tour booking made by Subscriber outside of North America using LeisureShopper
shall not count as a Segment.  For air
Segments, each separate direct or nonstop flight reservation in a passenger name
record (“PNR”) is multiplied by the number of
passengers booked in the PNR for such flight to determine total air Segments;
provided that if there is a single flight number, with a change of planes along
the way, then such flight reservation shall constitute two Segments.  For purposes of this definition, “full service level” means that the Vendor provides
schedules, availability, booking capability, fares/rates, and if an airline,
ticketing capability, through the System, and specifically excludes all airlines
that do not issue tickets (paper or electronic), unless otherwise specified in
this Agreement.  Galileo reserves the
right to modify this definition upon the introduction of new vendor participant
offerings.   Solely in connection with any air Vendor
regarding which the Parties have mutually agreed pursuant to Section 5.A(ii)
regarding access to the air Vendors’ Content, notwithstanding the definition of
“full service level,” a segment for such an air Vendor shall be deemed a
Segment, solely for purposes of counting Segments made toward the Domestic
Annual Minimum or European Annual Target set forth in Sections 5.B.i and
5.B.ii, respectively, if Galileo has received a Participation Fee (provided
that the segment otherwise meets all of the above-specified criteria), but in
no event will Galileo pay a Segment Incentive pursuant to Section 5.A.i for
such segment.


 


                        FF.      “Service Level” means a certain service level that Galileo is
required to meet in connection with the performance of the Galileo Services and
Worldspan Services, as further described in Section 19.


 


                        GG.      “Services” means all software (“Software”),
all hardware or equipment (“Hardware”),
access to a Travelport GDS, System functionality or features, support, and any
other services provided by a Galileo Group Company or NDC under this Agreement.


 


HH.               “Services Summary”
means an attachment to this Agreement that lists the Services provided by
Galileo.


 


II.                         “Subscriber”
means Orbitz or the applicable Orbitz Worldwide Agency(ies), as the context requires.


 


JJ.                       “Supplier Link” means the communication pathway between
Subscriber’s host switching layer and the following eight (8) airline host
systems: American, Continental, Delta, Northwest, US Airways, Alaska, Midwest
and United, for purposes of negotiating the required protocols for exchanging
information with these proprietary host systems.


 


KK.               “System(s)”
means the GDSs used to provide the Travelport GDS Services under this
Agreement.


 


LL.                   “Term” means,
subject to the terms of the Custom Terms and Conditions Attachments (Galileo
Services) for North America and Europe, the period of time from the Galileo
Services Effective Date to December 31, 2014 for the Galileo Services and the
period of time from the Worldspan Services Effective Date (as defined in
Section 9.A. below) to December 31, 2014 for the Worldspan Services.


 


MM.  “Transaction”
means a message accessing a System that is transmitted by Subscriber,
Subscriber’s end-user customers or a Client User.


 


 


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NN.               “Transaction Allowance”
means the monthly permitted number of Transactions per Segment as set forth in
Section 4.G


 


OO.                “Travelport GDS”
means the system of computer hardware and software operated by or for any
Galileo Group Company (as updated from time to time during the Term of this
Agreement), including the GalileoÒ and Apollo® CRSs and, upon the Worldspan Closing, the Worldspan® CRS, which processes data to provide airline,
hotel, rental car and other travel-related reservations, including airline
ticketing services.


 


PP.                   “Vendor” means a
supplier of services, such as an airline, car rental company, hotel, tour or
cruise operator that sells travel-related products and/or services and that
participates in the Travelport GDSs and “air Vendor” shall be construed
accordingly.


 


QQ.               “Worldspan Closing”
means the closing of a Galileo Group Company’s acquisition of Worldspan, L.P. (“Worldspan”)
or an affiliate of Worldspan, L.P (collectively, “Worldspan”).


 


RR.                 “Worldspan Services”
means those Services provided by a Galileo Group Company or NDC as described in
the attached Custom Terms and Conditions Attachment (Worldspan Services).


 


SS.                   “Worldspan Services
Effective Date” is defined in Section 9.A. below.


 


2.               PROVISION AND USE OF SERVICES  


 


                        A.    Provision
of Services.  GILLC, GNBV and each Orbitz
Worldwide Agency shall be bound by the terms and conditions of this
Agreement.  This Agreement has been
negotiated and agreed by the parties to govern the terms and conditions upon
which the relevant Galileo Group Company or NDC shall provide the Galileo
Services and, upon the Worldspan Closing, the Worldspan Services.  For the avoidance of doubt, the Galileo Services
and, upon the Worldspan Closing, the Worldspan Services, referred to in this Section
2 are to be provided by each of the relevant Galileo Group Companies or NDCs
who shall at all times remain responsible for the delivery and provision of
those services, notwithstanding that the liability of Galileo to meet such
obligations shall at all times remain exclusively with GILLC and GNBV.  The applicable Galileo Group Company or NDC shall
provide each Orbitz Worldwide Agency Content and Services pursuant to this
Agreement, and such Galileo Group Company or NDC, as applicable, shall invoice
the particular Orbitz Worldwide Agency for the Services provided.  At all times Galileo shall maintain an up to
date list of the Galileo Group Companies and NDCs that may provide services
under this Agreement and Subscriber shall maintain an up to date list of the Orbitz
Worldwide Agencies who receive those Services. 
Subscriber must first, at its own expense, do any construction, wiring
or other modifications necessary to install and connect the Services.  At Subscriber’s request and with Galileo’s
approval, Galileo may provide additional Services, subject to all terms and
conditions of this Agreement.  All
licenses for Software terminate upon expiration or any termination of this
Agreement.


 


B.             Ownership and Use of Services. 
Subscriber has no ownership, right or title in or to any Services, and
may not remove identifying marks from the Services or subject the Services to
any liens or encumbrances.  The Software
is the proprietary information and trade secret of Galileo or its licensors.  Subscriber may not copy, reproduce or
duplicate the Software or Documentation or any portion of them, except to the
extent reasonably necessary for backup purposes.  Subscriber may not modify, alter,
disassemble, reverse assemble, reverse compile, or reverse engineer the
Software in whole or in part.  Subscriber
will use the Services strictly in accordance with the Documentation and this
Agreement.  Any other use is prohibited,
including making Improper Segments.  Subscriber
shall provide to its applicable Galileo Account Manager (as defined in Section
17) commercially reasonable prior written notice, but in no event less than thirty
(30) days prior written notice, of any new use of the Services planned by
Subscriber not otherwise prohibited by this Agreement and that was not in effect
or established as of the Contract Effective Date regarding Galileo Services and
as of the Worldspan Services Effective Date regarding Worldspan Services.  Any such new use of any of the Services must
be mutually agreed by the Parties prior to Subscriber commencing to use the
Services for such purpose.  For the
period commencing on the Worldspan Services Effective Date until the Parties
agree upon a Transaction Allowance and Transaction Fees for the Worldspan
Services pursuant to Section 4.G (or a binding decision regarding a Transaction
Allowance and Transaction Fees pursuant to Section 13), Subscriber shall not
use the Worldspan Services to support Direct Connect segments in any manner
other than those uses that are in place as of the Worldspan Services Effective
Date and that do not otherwise violate 


 


 


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                        any provision of this Agreement.  Without limiting the preceding sentence, for
the period commencing on the Worldspan Services Effective Date until the Parties
agree on a Transaction Allowance and Transaction Fees for the Worldspan
Services (or such Transaction Allowance and Transaction Fees are determined by
arbitration pursuant to Section 13), Subscriber shall not send DIR INVQ Messages
(as defined below) to the System used to provide the Worldspan Services for the
purpose of obtaining seat availability information for interline itineraries
containing one or more segments where such segment(s) is on a flight operated
by a Supplier Link carrier.  Subscriber
shall permit only Authorized Users to access the System(s) and they shall not
disclose or make the Services, including System displays, available to any
other third party.  Subscriber will be responsible
for the actions or inactions of its Authorized Users under the terms of this
Agreement.  Notwithstanding anything to
the contrary, Subscriber may subcontract the use of the Services to third
parties acting on behalf of Subscriber, but may not sublicense the Services to
any third parties for their own use; provided that such third parties comply
with the terms of this Agreement and are not competitors of Galileo’s GDS
services; and provided further that Subscriber may use the Services herein to
provide services to private label or white label websites operated or
controlled by an Orbitz Worldwide Agency, subject to the terms and conditions
of this Agreement.  Such third party
contractors shall be deemed Authorized Users. 
Subscriber shall provide Galileo in writing: (i) a list of any such
sublicensees as of the Contract Effective Date and Worldspan Services Effective
Date, as applicable, including the address(es) where the Services will be
utilized by the sublicensees; and (ii) at least thirty (30) days prior notice
of any changes to the list during the Term of this Agreement.  Segments of another Galileo customer may not
be included under this Agreement without Galileo’s prior written consent, which
consent shall not be unreasonably withheld. 
Each Party will cooperate with the other Party, and will cause each third
party under its control or direction to cooperate with the other Party, in the
performance of the other Party’s obligations under this Agreement by, among
other things, making available such information, data, access to premises,
management decisions and approvals as may be reasonably requested by the other
Party.  For purposes of this Section 2.B,
the term “DIR INVQ Message” means a request
and/or the associated response for availability on one or more flights of
certain air Vendors participating in the Worldspan CRS.


 


                        C.    Updates.  Galileo may enhance, discontinue, modify or
replace (collectively, “Update”) the
Services at any time, which shall not materially adversely impair the overall
functions of the Systems.  Except as
otherwise expressly provided in this Agreement, Galileo does not promise to
provide any information of any vendors.  With
respect to any Update that could materially affect Subscriber’s access to a
System or use of the Services, Galileo shall use commercially reasonable
efforts to provide Subscriber written notice of such update at least sixty (60)
days prior to the deployment of such Update to its subscriber base.  Subscriber’s use of an Update constitutes its
agreement to Galileo’s terms and conditions pertaining to such use, or as otherwise
mutually agreed.  The Parties acknowledge
and agree that terms and conditions pertaining to an Update are not intended to
materially modify the overall terms and conditions of this Agreement.  Subscriber acknowledges that during the Term
of this Agreement the functionality of selling cruises and tours via
LeisureShopper may be replaced with a new Galileo cruise and tour product.


 


                        D.    Third
Party Products.  Galileo has no
liability whatsoever with respect to any product that is not provided by Galileo
and is used by Subscriber in conjunction with the Services (“Third Party Product”). 
For purposes of the previous sentence, “product” does not include Vendor
Content.  Subscriber shall indemnify and
hold harmless Galileo for all liabilities, costs and expenses actually incurred
by Galileo resulting from or related to a Third Party Product.  If Subscriber’s use of a Third Party Product
adversely affects the use of the System by other customers of Galileo, then
Galileo may require that Subscriber immediately discontinue its use of such
Third Party Product until Subscriber can demonstrate that it has resolved the
adverse effect to Galileo’s reasonable satisfaction.  Galileo acknowledges that, as of the Contract
Effective Date, ITA’s fare shopping solution does not adversely affect the use
of the Systems.


 


                        E.     Hardware.  Galileo (through the applicable Galileo Group
Company or NDC) shall provide the Hardware and telecommunications lines listed
in the attached Custom Terms and Conditions Attachments and/or Services
Summaries in connection with Galileo Services and, if the Worldspan Closing
occurs, the telecommunications lines provided under the Orbitz — Worldspan
Agreement (as defined in the Custom Terms and Conditions Attachment (Worldspan
Services) as of the Worldspan Services Effective Date.  The costs to Subscriber for the provision of all
such Hardware and telecommunications services during the Term of this Agreement
shall remain substantially similar to the total of such costs in effect as of
the Contract Effective Date for the Galileo Services, and as of the Worldspan
Services Effective Date for the Worldspan Services.  For the avoidance of any doubt,  during the Term of this Agreement, Subscriber
shall reimburse Galileo in the same way as it reimburses Worldspan under the
Orbitz — Worldspan Agreement for any and all telecommunication costs incurred
by a Galileo Group Company or NDC in 


 


 


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                                connection
with the provision of Worldspan Services, including, but not limited to,
telecommunications costs incurred in connection with Subscriber’s fulfillment
and customer service providers and any other entity or Location being provided
telecommunications services by a Galileo Group Company or NDC for or on behalf
of Subscriber.  To the extent that
Subscriber reasonably needs additional telecommunications lines in connection
with either Galileo or Worldspan Services due to the growth in volume of
Segments going through the Travelport GDSs during the Term, Galileo will pay
the reasonable costs for the provision of such necessary telecommunications
lines.   Subscriber agrees to accept full
responsibility for loss of or damage to the Hardware and, if lost or damaged,
Subscriber must pay to Galileo the reasonable actual replacement cost.  Subscriber shall be responsible for all
necessary repair and maintenance to the Hardware after installation at the
applicable Location(s), except to the extent any such repair or maintenance is
proximately caused by the negligence or willful misconduct of Galileo.  Subscriber may not install third-party
devices within the Hardware.


 


F.              Fare Shopping Tools.  Subscriber
will not use any Galileo fare shopping tool or other Galileo faring tool
without Galileo’s prior written consent and only upon mutually agreed
terms.  Subscriber will be responsible
for the Orbitz Worldwide Agencies’ Per-PNR Online License Fees under the
Software License Agreement, dated as of October 3, 2002, between ITA Software,
Inc. (“ITA”)  and
GILLC, as subsequently amended.


 


G.             Movement of Segments.  Subscriber
shall not move Segments or Transactions between the Travelport GDSs without the
prior written consent of Galileo, such consent not to be unreasonably withheld.  If Subscriber desires to move U.S.
points-of-sale air Segments from the Apollo CRS to the Worldspan CRS, Galileo’s
consent thereto shall be subject to Subscriber agreeing to a Segment Incentive
rate and other related terms such that Galileo’s Contribution Margin per
Segment for such migrated air Segments shall be no less than Galileo’s
Contribution Margin per Segment would have been if the air Segments had been
made through the Galileo Services.  For
purposes of this Section 2.G, the term “Contribution Margin per
Segment” means for any given period total gross Participation Fees
received by Galileo from all air Vendors for U.S. points-of-sale air Segments
made by Subscriber during the period, net of the total of all Segment Incentive
payments made by Galileo to Subscriber and the total Program Fees or other Content
access fees paid by Subscriber to Galileo for such air Segments during the
period, divided by the total number of U.S. points-of-sale air Segments made by
Subscriber during the period.  Subscriber
acknowledges and agrees that any such U.S. points-of-sale air Segments moved or
migrated from the Apollo CRS to the Worldspan CRS shall not become subject to
the terms of the Supplier Link Agreements or treated as eligible segments to be
made through the Supplier Link vendors under those agreements.


 


H.            Third Party Software Licenses.  Certain
Software may be provided pursuant to a license agreement between Galileo (or a
Galileo Group Company) and a third party licensor (each a “Third Party
Licensor”).  The Third Party
Licensor may require Galileo to agree and comply with terms and conditions that
may not already be reflected in this Agreement. 
While Galileo (or other Galileo Group Companies, as applicable) will
always use its commercially reasonable efforts to negotiate terms with its
Third Party Licensors which are consistent in all material respects with those
already contained in this Agreement, it may from time to time be necessary for
Galileo to pass on such additional terms and conditions to its customers.  In such event Galileo may require that Subscriber
agree to terms and conditions of use in addition to those set out herein before
Subscriber and the applicable Orbitz Worldwide Agencies are permitted access to
such Software, such consent not to be unreasonably withheld.


 


I.                 Capacity Planning.  Subscriber shall provide commercially
reasonable prior written notice to its applicable Galileo Account Manager of
any event that may have an impact on the Transaction Allowance(s) or number of
Transactions accessing the Travelport GDSs, including, but not limited to, new
code or changes to existing code launched by Subscriber, Subscriber’s entrance
into new markets, or Subscriber’s advertising/marketing campaigns.  Notwithstanding the preceding, within ninety
(90) days of the Worldspan Closing date, the Parties shall mutually agree on a
process and procedures regarding capacity planning that are to be in place for
the remaining Term of the Agreement.  Both
Parties agree to work together to help ensure that Subscriber’s code operates
with the Travelport GDSs in the most efficient way possible.  The Parties acknowledge and agree that this
Section  2.I is not intended to materially
modify the manner in which Subscriber connects to and receives the Travelport
GDS Services as of the Contract Effective Date.


 


J.                Orbitz Booking Engines.  With respect to the booking engine(s) and any
other component of, or used by, Subscriber’s websites that directly interface
with a Travelport GDS, Subscriber will use reasonable business efforts to
ensure that (i) the component’s interface to the Travelport GDSs results in a
reasonably efficient use of the Systems, as periodically confirmed by Galileo’s
audit, (ii) any software included in the component meets 


 


 


7

















 


                        commercially
reasonable standards for stability, acceptability, documentation and integrity
and has been sufficiently stress tested to ensure that it will meet anticipated
volume requirements, and (iii) any hardware used by the component meets Galileo’s
reasonable requirements for compatibility.      The Parties acknowledge and agree that
this Section 2.J is not intended to materially modify the manner in which
Subscriber connects to and receives the Travelport GDS Services as of the
Contract Effective Date.


 


3.     PRODUCT-SPECIFIC PROVISIONS


 


                        The following provisions shall apply when
Subscriber elects to license the product specified or operate in the manner
specified.


 


A.           If Subscriber elects to access the Travelport GDSs via
its own Internet communications method such as DSL, dial-up phone line, ISDN or
cable access (“User Access”), Subscriber shall be
responsible for obtaining, installing, supporting, and maintaining all
components of the User Access and for paying all charges of the relevant
communications providers.  In order to
minimize unauthorized access to the Travelport GDSs and the data contained
therein, Galileo recommends that Subscriber establish a firewall.  Galileo shall have no responsibility
whatsoever with respect to the User Access, including, but not limited to, the
performance or reliability of the User Access.


 


B.             If Subscriber elects to install and use its own local
area network operating environment (“LAN”) to access
the Travelport GDSs: (a) Subscriber may copy the applicable Software for its
internal use only, subject to Section 2.B above; (b) the number of Subscriber’s
users who may concurrently access the Travelport GDSs at a Location shall be
equal to the number of global terminal identifiers (“GTIDs”) licensed by Subscriber
from Galileo for that Location; and (c) Subscriber shall be responsible for
obtaining, implementing, installing, supporting, and maintaining the LAN, the
LAN operating system, the workstation operating system, and all hardware and
other software required to utilize the Travelport GDSs, but which is not
provided by a Galileo Group Company or an NDC, and for all expenses related
thereto.  Galileo will continue to
provide Subscriber with GTIDSs reasonably required to support access to the
Services at no additional charge. 
Galileo will not unreasonably withhold any additional GTIDs requested by
Subscriber where the request is to support a reasonable business purpose of
Subscriber, such as disaster recovery.


 


C.             Galileo will license to Subscriber Selective Access
and, if desired, Global Access, whereby Subscriber or an Orbitz Worldwide
Agency may authorize another Galileo subscriber to access the client records
entered into the Travelport GDSs by them; provided, however, Galileo shall have
no responsibility or liability whatsoever with respect to such authorization or
access.


 


                        D.   If Subscriber elects to allow
its Authorized Users to access the Travelport GDSs from a remote location (“Remote
Users”) via User Access, then in addition to the terms set forth in Section 3.A
above, the following shall apply:


 


(i)                                     Subscriber must ensure that each Remote
User secures the appropriate hardware and software necessary to access the Travelport
GDS in accordance with the relevant Documentation;


 


(ii)                                  unless otherwise agreed in writing with
Galileo, Subscriber shall be responsible for: (i) installing the applicable
Software; (ii) training each of its Remote Users; (iii) ensuring that all
Remote Users have adequate expertise in all areas of the Travelport GDSs; (iv)
obtaining, installing and configuring its selected browsing and e-mail
packages;


 


(iii)                               Galileo will not provide Remote Users
with any training or support; and


 


(iv)                              Galileo reserves the right to discontinue
Remote Users’ access to the Travelport GDSs upon 30 days’ prior written notice
to Subscriber if Subscriber fails to meet any of the obligations under this
Section 3.D.


 


4.     CHARGES/PAYMENTS 


 


A.           Subscriber shall pay all undisputed invoices within 30
days of receipt of invoice or reconciliation statement.  The charges payable under this Agreement are
set forth within this Section 4 or on the attachments hereto.  All charges for Services are subject to
change upon 30 days prior written notice to Subscriber; provided that Galileo
may not charge for Services that are expressly waived under this Agreement.  However, any increases of existing charges
for 


 


 


8

















 


                        Services will not exceed 10% per calendar
year.  Galileo will provide to Subscriber
at no additional charge Help Desk services that are provided to Subscriber as of
the Contract Effective Date regarding Galileo Services and as of the Worldspan
Services Effective Date regarding Worldspan Services at the level that is standard
for Galileo’s subscriber base from time to time in each country.  For the avoidance of any doubt, except to the
extent otherwise mutually agreed, Galileo will not be responsible for providing
any Help Desk support with respect to any hardware, software, product or
service that is not provided by Galileo under this Agreement.  Subscriber will reimburse Galileo for (i) all
taxes (excluding taxes measured by Galileo’s net income) and other governmental
assessments incurred in the provision of Services by Galileo, and (ii) any
costs incurred by Galileo to collect amounts due under this Agreement.  Past due balances will accrue interest at the
rate of 11⁄2% per month compounded or the maximum rate permitted by law,
whichever is less.


 


B.             Either Party will
pay any taxes, duty, levy or impost to be withheld or deducted in respect of
any amount due to the other Party to the extent where it is required to perform
such a withholding or deduction under applicable tax law.


 


C.             If either Party is
required by law to make any tax deduction or withholding in relation to any
payment under this Agreement, it shall:


 


(i)                                     take all commercially reasonable measures that may be
necessary to enable or assist the Party to whom the payment is due to claim
exemption from the deduction or withholding or, if that is not possible, a
credit for it under any applicable double taxation or similar agreement from
time to time in force; and


 


(ii)                                  from time to time give, upon request, the Party to
whom the payment is due, proper evidence as to the deduction or withholding and
payment over of the tax deducted or withheld.


 


D.            If the Party making the payment has failed to fulfill
its obligations under Section 4.C above, it shall increase the amount of its
payment to the beneficiary by such an amount as to enable the beneficiary to
receive the sums it would have received had no such deduction or withholding
been required.


 


E.              All dollar amounts expressed herein are stated in
United States Dollars, unless otherwise noted. 
Unless otherwise mutually agreed, all payments under this Agreement
shall be made in United States Dollars. 
For the avoidance of any doubt, the Parties acknowledge and agree that
regarding all payments made by Galileo to Subscriber under this Agreement,
those with respect to business in North America shall be paid by GILLC and
those with respect to business in Europe and RoW shall be paid by GNBV.


 


F.              The Parties agree that in the ordinary course of
business, any undisputed charges owed by Subscriber to Galileo will be netted
off against any amounts owed by Galileo to Subscriber under this
Agreement.  For the avoidance of any doubt,
the right of offset referred to in this Section 4.F is just in connection with
payments; it does not affect each Party’s obligation to issue invoices for the
amounts being offset.


 


G.             Within 90 days of the Contract Effective Date for the
Galileo Services, and within 90 days of the Worldspan Services Effective Date
for the Worldspan Services, the Parties agree to negotiate and mutually agree
to an acceptable monthly Transaction Allowance and Transaction Fee (as defined
below) for the respective Travelport GDSs. 
Subscriber acknowledges that by exceeding the Transaction Allowance,
this results in a legitimate cost to Galileo, and agrees to pay to Galileo a
fair and commercially reasonable fee for each Transaction made in excess of the
Transaction Allowance (“Transaction Fee”).  In establishing the Transaction Fee, the
Parties shall consider, among other factors, (i) any similar fee Galileo
charges to other online travel agencies having similar Segment volume
production, (ii) industry averages for look to book ratios for online travel
agencies having similar Segment volume productions, (iii) the capacity of
Galileo’s hardware to handle the excessive Transactions; and (iv) the cost to
Galileo of handling the excessive Transactions, and the Parties shall establish
(y) a Transaction Allowance for the Galileo Services for each region where Galileo
Services are then-currently provided (i.e., North America, Europe and/ or RoW) that
is substantially similar to the average monthly number of Transactions per Segment
for each region for the 6 months prior to the Contract Effective Date, and (z)
a Transaction Allowance for the Worldspan Services for each region where
Worldspan Services are then-currently provided that is substantially similar to
the average monthly number of Transactions per segment (as defined in the Orbitz
— Worldspan Agreement) for the Worldspan CRS for each region for the 6 months
prior to the Worldspan Services Effective Date. 
If the Parties are unable to agree on an amount for the Transaction Fee,
then the decision regarding such terms shall be resolved by arbitration
pursuant to Section 13.  The Parties
agree to negotiate and mutually agree on a monthly Transaction 


 


 


9

















 


                        Allowance and Transaction Fee for each of
the Galileo and Worldspan Services within 90 days of Galileo’s commencement of
providing Galileo or Worldspan Services in a region for which such an allowance
and fee was not previously established as set forth above in this Section 4.G.


 


5.               SEGMENT INCENTIVES/COMMITMENTS


 


A.           Galileo agrees to pay Subscriber Segment Incentive
payments as specified below:


 


                        (i)            For
each Segment made by the Orbitz Worldwide Agencies during the Term of this
Agreement Galileo shall provide to Subscriber a Segment Incentive in an amount
and pursuant to the terms and conditions set forth in this Section 5, the
Custom Terms and Conditions Attachments attached hereto, or as provided in
Section 2.G above.


 


                        (ii)           If
during the Term a new air Vendor commences participation in the Travelport GDSs
at less than the full service level, or an existing full service air Vendor
changes its participation level in the Travelport GDSs to below the full
service level, the Parties shall mutually agree on the applicable Segment
Incentive payment and other related terms for access to the air Vendor’s
Content if the following terms and conditions apply:  (a) for an air Vendor that changes its
participation from full service level to below full service level, the total
Segments made by Subscriber for such air Vendor during the twelve months
immediately preceding such air Vendor’s participation level change must
represent more than __ percent (_%) of Subscriber’s total segments made during
the same time period, or (b) for an air Vendor that commences participation in
the Travelport GDSs at less than full service level, ____ percent (__%) of such
air Vendor’s total passengers boarded (as identified through public industry
sources) for that air Vendor’s primary geographic region during the twelve
months immediately preceding the air Vendor’s participation commencement date
must represent more than _ percent (_%) of Subscriber’s total segments made in
the applicable geographic region during the same time period.  If the Parties are unable to agree on the
applicable Segment Incentive payments and other related terms, then the
decision regarding such Segment Incentive payments and other related terms shall
be resolved by arbitration pursuant to Section 13.  For the avoidance of any doubt, if the above
terms and conditions are not met with respect to an air Vendor commencing
participation in the Travelport GDSs at less than full service level or a full
service air Vendor changing its participation level in the Travelport GDSs to
below full service level, then the Segment Incentive and other related terms
that will apply to Subscriber for access to such air Vendor’s Content shall be
the Segment Incentive rate and other related terms that apply to Galileo’s subscriber
base for that air Vendor, unless otherwise mutually agreed.


 


  B.       Subject
to the exceptions specified in Section 5.C below, Subscriber agrees to use the
Travelport GDSs as specified below:


 


(i)                                     North America. 
Each Orbitz Domestic Agency shall use a Travelport GDS exclusively to
make all of its air and car segments.  If
an Orbitz Domestic Agency elects to use a GDS for hotel segments, it shall use
a Travelport GDS exclusively, subject to the exceptions specified in Section
5.C below.  For purposes of this Section
5(B)(i), the term “GDS” shall mean the Apollo, Galileo, Worldspan, Sabre,
Amadeus, Abacas, Axess, Infini, Topas and TravelSky systems and any successor
systems thereof.  If the Worldspan
Closing occurs on or before December 31, 2007, during the 2007 Contract Year Subscriber
agrees to make a minimum of either (a) ______ Segments or (b) the total number
of Segments made by the Orbitz Domestic Agencies through the Travelport GDSs during
the 2007 Contract Year (including all segments made by Orbitz, LLC through the
Worldspan CRS during 2007 prior to the Worldspan Closing date), whichever is
greater (“Domestic Annual Minimum”).  Of the Domestic Annual Minimum, 16,000,000
Segments shall be made by Orbitz, LLC through the Worldspan Services (the “Domestic Worldspan Services Minimum”), and the remainder of
the Segments shall be made by the Orbitz Domestic Agencies using Galileo
Services, adjusted at the beginning of each subsequent Contract Year as set
forth below (the “Domestic Galileo Services Minimum”).  Segments above 16,000,000 in a Contract Year booked
by Orbitz, LLC on the Worldspan Services shall be credited toward satisfying
Subscriber’s Domestic Galileo Services Minimum. 
The Domestic Galileo Services Minimum shall be adjusted (up or down, as
applicable) at the beginning of  the 2008
and each subsequent Contract Year by the difference between the Domestic Galileo
Services Minimum in effect for the prior Contract Year and the total number of
Segments made by the Orbitz Domestic Agencies using Galileo Services during the
prior Contract Year.  In the event that the



 


 


10

















 


                                                Worldspan Closing does not occur, then
the Domestic Annual Minimum shall be either (a) ________ Segments or (b) the
total number of Segments made by the Orbitz Domestic Agencies through the Galileo
Services during the 2007 calendar year, whichever is greater, and adjusted as
specified in the preceding sentence at the beginning of the 2008 and each
subsequent Contract Year.  For the
avoidance of any doubt, the Parties acknowledge and agree that any such
adjustments to the Domestic Galileo Services Minimum shall only be made when
there has been an increase or decrease in the total volume of Segments made
through the Galileo Services by Subscriber’s customers.  In no event shall any such adjustments be
made to the Domestic Galileo Services Minimum where the change results from the
movement or migration of Segments between the Travelport GDSs pursuant to
Section 2.G.  Further, for the avoidance
of any doubt, for purposes of calculating any adjustment to the Domestic
Galileo Services Minimum and any Shortfall Fees due under the Custom Terms and
Conditions Attachment (Galileo Services) for North America, any Segments made
through the Cheaptickets website will be treated as Segments made via the
Galileo Services, regardless of whether those Segments were migrated to the
Worldspan Services.  Subscriber
acknowledges and agrees that the Domestic Annual Minimum shall apply regardless
of whether one of the exceptions specified in Section 5.C below applies.


 


(ii)                                  Europe.  Subscriber’s
Orbitz International Agencies currently use Galileo Services for websites in
the following countries: United Kingdom, Ireland, Spain, Belgium and the
Netherlands (“Orbitz International Galileo Agencies”).  Subject to Sections 5.D and 5.E below, during
the Term of this Agreement, Subscriber shall cause the Orbitz International
Galileo Agencies to use the Travelport GDSs exclusively for those segments made
by them through GDSs in Europe (“European Annual Target”).
 Notwithstanding the previous sentence, until
the Parties’ agreement on a Service Level Agreement pursuant to Section 19 (or issuance
of a binding decision concerning a Service Level Agreement pursuant to Section
13), the Orbitz International Galileo Agencies may use a non-Travelport GDS
solely, and only to the extent necessary, to “fail over” segments if the
Travelport GDSs are  unavailable to book
segments (excluding scheduled outages) and only during the continuation of any
such System downtime or unavailability.  For
any countries in Europe where Subscriber does not operate or have a website as
of the Contract Effective Date, to the extent that Subscriber commences
operations or establishes a website in such a country (a “New European
Country”) during the Term, Subscriber will cause 100% of the segments
made in such New European Country to be made through a Travelport GDS, unless
Subscriber can reasonably demonstrate a material commercial harm or potential
material commercial harm that it cannot do so.  The Parties agree to use good faith,
commercially reasonable efforts to work together to make and maintain the
Galileo Services in Europe competitive with other non-Travelport GDSs.   For
countries in Europe where as of the Contract Effective Date Subscriber only
uses a non-Travelport GDS, the Parties agree that they will use good faith,
commercially reasonable efforts to work together to resolve all mutually
identified material deficiencies in the Travelport GDSs.  Subscriber agrees that it will migrate all segments
made in such countries through a GDS to a Travelport GDS as soon as reasonably
practicable as Galileo resolves such deficiencies.  On a quarterly basis, Subscriber will provide
to Galileo a report certified by an officer of Subscriber stating the total
number of segments made by Subscriber in Europe during the quarter, broken down
by total Direct Connect segments, Galileo Segments, and segments made through
any other GDS or other source.


 


(iii)                               RoW.  Subscriber
agrees that the Orbitz International Agencies located in RoW shall use the
Travelport GDSs exclusively for GDS services in such region to the extent that
Galileo can provide such services on terms and conditions commercially reasonable
for the applicable region or country.  In
the event Galileo and Subscriber cannot agree on commercially reasonable terms
for such services and an Orbitz International Agency desires to use a
non-Travelport GDS, then Galileo shall have the right of first refusal to
provide such Orbitz International Agency(ies) GDS services on substantially
similar terms and conditions as those offered by the non-Travelport GDS.


 


C.             Subscriber’s obligations to use the
Travelport GDSs as specified above in Section 5.B shall be subject to the
following exceptions:


 


(i)                                     its obligations existing as of the Contract
Effective Date, including, but not limited to, its obligations under its
Supplier Link Agreements and the Orbitz — Worldspan Agreement, for so long as
it exists;  provided that all such
existing obligations are not expanded or renewed, unless the other party to any
such agreements has a unilateral right to renew the particular agreement, and
in instances where existing obligations continue indefinitely, such existing
obligations are terminated as soon as commercially practicable;


 


 


11

















 


(ii)                                  where the Travelport GDSs do not have
material Content, but subject to the terms of Sections 6.C and 18; and


 


(iii)                               where, with respect to a specific Vendor,
a material economic difference in the net compensation per segment to be
received by Subscriber exists between a Travelport GDS and establishing a
Direct Connection to the Vendor; provided, however, in each such instance the
Parties shall first negotiate in good faith an economic apportionment that is
fair and commercially reasonable for both parties, and provided further, if the
Parties are unable to agree on such an apportionment, then the decision
regarding such apportionment shall be resolved by arbitration pursuant to
Section 13.


 


In each instance where at least one of the
above-specified exceptions applies, then Subscriber may use the Direct
Connection with the particular Vendor, provided that Subscriber has not
initiated the discussions with the Vendor (except as otherwise agreed with Galileo)
and Galileo will have the right of first refusal to provide Subscriber with GDS
services on substantially similar terms and conditions as offered by the
particular Vendor for the Direct Connection.  In instances where Subscriber has established
a Direct Connection with a vendor because the Travelport GDSs did not have
material Content and Galileo subsequently obtains such material Content, then
Subscriber agrees to use commercially reasonable efforts, subject to existing
contractual commitments, to make the bookings for such Content in
the Travelport GDSs.  Additionally, when negotiating with vendors for
any such Direct Connections Subscriber agrees to use commercially reasonable
efforts to maintain flexibility when negotiating the term of the Direct Connect
agreement and any segment volume commitment to redirect segments for the
Content to Galileo during the Term of this Agreement.  For the avoidance of any doubt, Subscriber
agrees that it will not directly or indirectly access a Travelport GDS in connection
with any segments made via Direct Connections without payment to Galileo of
applicable Transaction Fees pursuant to Section 4.G.  Further, the parties agree that
Subscriber’s use of a Travelport GDS for a non-Direct Connect Vendor that is
displayed in the same matrix display as a Direct Connect Vendor accessing a
Travelport GDS (provided that Subscriber pays the applicable Transaction Fee
for the Direct Connect Vendor accessing a Travelport GDS) will not result in
the imposition of a Transaction Fee to Subscriber for the non-Direct Connect
Vendor merely because the non-Direct Connect Vendor is displayed in the same
matrix display as the Direct Connect Vendor. 
The previous sentence is not intended to modify any Transaction Fees
otherwise applicable to the non-Direct Connect Vendor by reason of such
non-Direct Connect Vendor’s accessing a Travelport GDS.


 


D.            Subscriber agrees that if, during the term of this
Agreement, Subscriber acquires another entity or another online travel website,
Subscriber will use commercially reasonable efforts to migrate all of the
acquired company’s or acquired online travel website’s segments to a Travelport
GDS consistent with Section 5.B hereof, subject to the acquired entity’s or
acquired online travel website’s existing exclusivity or minimum segment
obligations.


 


E.              Subscriber agrees that if, during the term of this
Agreement, Subscriber sells, transfers or otherwise divests an Orbitz entity or
Orbitz Worldwide Agency(ies) (each a “Divested Entity”)
or online travel website (“Divested Website”),
Subscriber will cause the Divested Entity or Divested Website to enter into an
agreement with Galileo on the same date such entity, agency or website is
divested, with the terms and conditions of that agreement to replicate the provisions
of this Agreement (including, without limitation, all economic provisions) for
the Divested Entity and/or Divested Website. 
If part of Subscriber’s Domestic Annual Minimum or European Annual
Target has been allocated to an Orbitz entity or an Orbitz Worldwide
Agency(ies) or online travel website that will be sold, transferred or
otherwise divested, the Domestic Annual Minimum or European Annual Target, as
applicable, will be reduced accordingly once such Orbitz entity, Orbitz
Worldwide Agency(ies) or online travel website becomes either a Divested Entity
or Divested Website; provided that the agreement referenced in the immediately
preceding sentence has been executed by the Divested Entity or Divested Website
and Galileo.    The Parties agree that if the particular sale
of Travelbag Ltd. pending as of the Contract Effective Date closes, Subscriber
is not required to cause Travelbag to enter into a separate agreement with
Galileo pursuant to this Section 5.E.  Subscriber’s
obligations under Section 5.B(ii) with respect to Travelbag shall cease as of
the closing date for any such sale or divestiture of Travelbag.


 


6.     CONTENT


 


                        A.    Subject to
the terms and conditions specified in this Agreement, Galileo will provide to
the Orbitz Worldwide Agencies access to all publicly available fares and
applicable negotiated non-public fares for air, hotel and car 


 


 


12

















 


                                provided
to Galileo by the Vendors participating in the Travelport GDSs (as applicable)
in accordance with the terms and conditions agreed between Galileo and the
Vendors.


 


                        B.    Subscriber agrees to use commercially
reasonable efforts to use the Travelport GDSs for non-air/car/hotel Content
provided in the Travelport GDSs.


 


                        C.    Loss of Content.  In the event that one or more air Vendors
that participates in a Travelport GDS withdraws all or a portion of its Content
from such Travelport GDS, and the loss of such Content is the proximate cause of
Subscriber failing to achieve the Domestic Annual Minimum in a particular
Contract Year, then Galileo agrees not to charge Subscriber any Shortfall Fees (as
set forth in the Custom Services Terms and Conditions Attachment (Galileo
Services) — North America) for that Contract Year, provided that the loss of
such Content was not caused directly or indirectly by any action or inaction of
Subscriber.  The Parties agree that this
Section 6.C does not apply to situations where Content is lost to all
distribution channels (including all distribution channels owned and operated
by the particular air Vendor), including, but not limited to, instances where
an air Vendor goes out of business or drops service in a particular market.


 


D.            Galileo agrees that no Orbitz Domestic Agencies using
Worldspan Services shall be charged any Content access fees for the following
air Vendors:  American, Continental,
Delta, Northwest, United, US Airways (collectively, “PFS2 Vendors”) and Alaska
provided that Subscriber does not opt in (such opt-in decision to be in
Subscriber's sole discretion) to any optional programs regarding the provision
of Content that are offered by Galileo in connection with Worldspan Services.
Subscriber may not participate in any such optional programs without Galileo's
prior written consent, which consent may require the Parties renegotiating the
applicable Segment Incentive payment for such Content.  As to non-PFS2 Vendors in connection with
Worldspan Services, non-CCP participating Vendors that pay Galileo no
Participation Fee (or only a nominal Participation Fee), and Orbitz
International Agencies using Galileo Services, in consideration for Galileo
procuring or retaining Content from Vendors who participate in the Travelport
GDSs, Subscriber recognizes and acknowledges that Galileo may in return
negotiate a reduction in the Participation Fees due (or Galileo receives no
Participation Fee or only a nominal Participation Fee) from those Vendors
during the Term of this Agreement, and, as such, may necessitate Galileo
implementing a charge to access such Content. 
The Parties agree that any such charge will be based on market.


 


7.     REPRESENTATIONS AND WARRANTIES


 


A.           Galileo represents and warrants that:  (i) it is the owner or authorized licensee of
the Software and Hardware; (ii) it has the right to provide the Services to
Subscriber; (iii) the Galileo Services and Worldspan Services shall meet or
exceed the Service Levels as set forth in a mutually agreed (or as determined
by arbitration pursuant to Section 13) Service Level Agreement under Section 19,
and (iv) the Galileo Services and Worldspan Services will be provided in a good
and workmanlike manner.  This warranty
shall be null and void if Subscriber (a) fails to use the Services in
accordance with the Documentation or this Agreement; (b) fails to use required
Updates; or (c) makes any unauthorized change to the Services.


 


B.             GALILEO (i) MAKES NO OTHER
WARRANTY WITH RESPECT TO THE SERVICES; (ii) MAKES NO WARRANTY WHATSOEVER WITH
RESPECT TO THIRD PARTY PRODUCTS; AND (iii) EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.  GALILEO DOES NOT
WARRANT THAT THE SERVICES WILL MEET SUBSCRIBER’S REQUIREMENTS OR WILL BE
UNINTERRUPTED OR ERROR-FREE.


 


C.             Galileo will defend,
indemnify and hold Subscriber harmless against any third party claim due solely
to an alleged breach of Section 7.A(i) or 7.A(ii), provided that Subscriber
gives Galileo prompt written notice of the claim, Galileo has sole authority to
defend or settle the claim, and Subscriber reasonably cooperates in Galileo’s
defense of the claim.  If Galileo is
found to be in breach of Section 7.A, Galileo shall, at its option and expense,
modify or replace the component of the Services causing the breach, or obtain
the right for Subscriber to continue to use the component of the Services, as
applicable.  Following the Parties’
agreement on a Service Level Agreement pursuant to Section 19 (or an arbitrator’s
issuance of a binding decision concerning a Service Level Agreement), the remedies
available under the Service Level Agreement set forth in Section 19 and this
Section 7 will be exclusive of any other remedy, now or hereafter existing at
law, in equity, by statute or otherwise for breach of Section 7.A.


 


                        D.    Subscriber
represents and warrants that: (i) each current Location and current Subscriber entity
and/or current Orbitz Worldwide Agency(ies) and current online travel websites
is owned or controlled by Subscriber and it has the authority to enter into
this Agreement on behalf of each current and future Location and current and
future Subscriber entity and/or current and future Orbitz Worldwide Agency(ies)
including, but not limited to, Orbitz, LLC 


 


 


13

















 


                                Cheaptickets,
TFB, Lodging, Neat and ebookers, and current and future online travel websites;
and (ii) no written or oral representation or warranty made or information
furnished by Subscriber to Galileo, including the Customer Profile, contains
any untrue statement of material fact.


 


                        E.     Each
Party represents and warrants that its execution of this Agreement and the
exercise of its rights and the performance of its obligations hereunder do not
constitute and shall not result in any breach of any agreement to which it is a
party.


 


8.     LIMITATION OF LIABILITY


 


SUBJECT TO SECTION 8.B BELOW, ANY LIABILITY OF EITHER
PARTY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT,
TORT, NEGLIGENCE, INTENDED CONDUCT, STRICT LIABILITY, OR OTHERWISE WILL BE
LIMITED TO THE OTHER PARTY’S ACTUAL, DIRECT DAMAGES AND WILL BE SUBJECT TO THE
FOLLOWING:


 


A.                                   EXCEPT FOR DAMAGES RESULTING FROM THE
LIABLE PARTY’S BREACH OF A PAYMENT OBLIGATION HEREUNDER, GROSS NEGLIGENCE,
WILLFUL MISCONDUCT, INTENTIONAL MISREPRESENTATION OR INDEMNIFICATION HEREUNDER,
THE AMOUNT OF DAMAGES RECOVERABLE AGAINST THE LIABLE PARTY FOR ALL EVENTS,
ACTS, AND OMISSIONS WILL NOT EXCEED, IN THE AGGREGATE, THE SUM OF TWENTY
MILLION DOLLARS ($20,000,000.00).


 


B.                                     EXCEPT FOR ANY AND ALL SHORTFALL FEES AS
MAY BECOME DUE UNDER THIS AGREEMENT, IN NO EVENT WILL THE LIABLE PARTY BE
LIABLE FOR (I) ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE
DAMAGES, EXCEPTING DAMAGES ARISING OUT OF THE LIABLE PARTY’S INDEMNIFICATION
OBLIGATIONS SET FORTH IN THIS AGREEMENT, OR (II) ANY DAMAGES THAT COULD HAVE
BEEN PREVENTED OR MITIGATED BY THE OTHER PARTY’S TAKING REASONABLE PRECAUTIONS
OR FOLLOWING REASONABLE PROCEDURES.


 


9.     TERM AND TERMINATION  


 


                        A.    Term.  With respect to the Galileo Services, subject
to the Custom Terms and Conditions Attachments (Galileo Services) for North
America and for Europe, this Agreement will start on the Contract Effective
Date.   With respect to the Worldspan
Services, this Agreement will start on the Worldspan Closing date (“Worldspan Services Effective Date”).  The term of this Agreement shall expire on
December 31, 2014.


 


                        B.    Termination.  A Party (the “Insecure
Party”) to this Agreement may immediately terminate this Agreement or,
alternately, may request the other Party (the “Defaulting
Party”) to meet certain conditions in an attempt to avoid
termination, if any of the following occurs: (i) the Defaulting Party is
subject to any insolvency proceeding under any applicable local, state or
federal law; (ii) a receiver or custodian of the Defaulting Party’s assets is appointed;
(iii) the Defaulting Party ceases to do business or otherwise ceases or
suspends operations for reasons other than an event of force majeure, or as
otherwise permitted under the Agreement; (iv) the Defaulting Party breaches any
of its material obligations under this Agreement (other than payment
obligations), and the breach continues for 30 days after the Insecure Party’s
written notice (except if a cure is impossible or impracticable, there is no
cure period); (v) the Defaulting Party fails to remit any payment due within 30
days after receipt of written notice from the Insecure Party; (vi) the
Defaulting Party materially breaches any of its representations or warranties
set forth herein; or (vii) in the case of Subscriber, Galileo breaches its obligations
under Section 19.C regarding a mutually agreed (or as determined by arbitration
pursuant to Section 13) Service Level Agreement.  If Subscriber is the Defaulting Party, then
Galileo may, among other actions, first suspend access to the Services in an
attempt to avoid termination.  Either Party’s
efforts to avoid termination shall not constitute a waiver of such Party’s
right to terminate the Agreement.


 


 C.          Survival
of Terms.  Notwithstanding anything to the contrary in
this Agreement, provisions which by their nature and intent should survive
expiration or termination, including, but not limited to, confidentiality,
damages, Software license restrictions, and risk of loss, will survive.


 


 


14

















 


10.   INDEMNIFICATION


 


                        A.    Each
Party (“Indemnitor”) shall defend, indemnify
and hold harmless the other Party, its parents, affiliates and subsidiaries,
and their respective officers, directors, employees, agents, successors and
assigns (each a Galileo or Subscriber “Indemnitee”, as
applicable), from and against third party liabilities, including reasonable
attorneys’ fees, costs and related expenses, which may be incurred by an
Indemnitee solely as a result of any injuries or deaths of persons, or the loss
or loss of use of, damage to, or destruction of property, arising out of or
related to the performance or failure of performance of its obligations under
this Agreement.


 


                        B.    Subscriber
shall indemnify and hold harmless each Galileo Indemnitee from and against any
and all third party liabilities, including reasonable attorneys’ fees, costs
and related expenses, that may be incurred by a Galileo Indemnitee solely as a
result of Subscriber’s misuse of the Services or Subscriber’s provision of
travel services or products to Subscriber’s customers.


 


                        C.    An
Indemnitor shall not settle an action or claim in a manner that materially
adversely affects an Indemnitee without the Indemnitee’s prior written consent,
which will not be unreasonably withheld.


 


                        D.    Any
Party claiming indemnification pursuant to this Section 10 will give the
Indemnitor prompt written notice of the applicable third party liabilities and
reasonably cooperate with the Indmenitor, at the Indemnitor’s cost and expense,
in the defense of the foregoing.  The
Indemnitor shall have sole authority to defend or settle the claim, provided
such defense or settlement does not prejudice any rights of or incur any cost
on behalf of the Indemnitee(s).


 


11.   CONFIDENTIALITY 


 


                        A.   Each
Party agrees to regard and preserve as confidential all information, documents
and materials (in whatever format or media) related to the business and
activities of the other Party, its customers, clients, suppliers (including
Vendors) and other entities with whom the other Party does business (including
price lists, business and trade secrets, passenger, customer or client lists
and records, economic information where Orbitz has more favorable terms than
other Galileo subscribers, other business and marketing information, plans and
data, schematics and diagrams), that may be obtained by such Party from any
source or may be developed as a result of this Agreement (collectively, “Confidential Information”). 
Each Party agrees to hold Confidential Information in trust and
confidence and not to disclose it to any person, firm or enterprise, or use it
(directly or indirectly) for its own benefit or for the benefit of any
independent third party or other Party, unless authorized by this Agreement or
by the other Party in writing, and even then, to limit access to and disclosure
of Confidential Information to its employees and representatives on a “need to
know” basis only.  Notwithstanding the
preceding, each Party may disclose all information contained in passenger name
records and traveler profiles if required to do so by law or court order, or
requested by a governmental or law enforcement agency, and to its accountants
and attorneys and other professional advisers on a “need to know” basis only,
as a direct result of such request/requirement, as applicable.


 


                        B.    Each
Party acknowledges that any materials labeled “Confidential” at the time of
their receipt from the other Party, are confidential and trade secrets of the
disclosing Party, and each Party agrees that unless written consent has been given,
the receiving Party shall keep such materials confidential and prevent their
disclosure to any person other than to its employees or representatives on a “need
to know” basis only, and the receiving Party shall be responsible to the
disclosing Party for any unauthorized disclosure of Confidential Information by
the receiving Party’s employees or representatives.  The Parties agree that the terms of this
Agreement are Confidential Information of each Party but in no event shall the
terms of this Agreement be deemed a trade secret of a Party.  Each Party may share the terms of this
Agreement with its accountants, lawyers and other professional advisers on a “need
to know” basis only.


 


C.             Information shall not be considered confidential to
the extent that such information is: (i) already known to the receiving Party
free of any restriction at the time it is obtained from the disclosing Party;
(ii) subsequently learned from an independent third party free of any
restriction and without breach of this Agreement or any other agreement; (iii)
or becomes publicly available through no wrongful act of either Party; (iv)
independently developed by one Party without reference to any confidential
information of the other; or (v) required to be disclosed pursuant to a
requirement of a governmental agency or law enforcement authority or regulatory
body, or by judicial decision so long as the Parties provide each other with
reasonable advance prior written notice of such requirements.


 


 


15

















 


D.            No express or implied rights or license are granted by
the disclosure of Confidential Information to the recipient Party pursuant to,
under and in connection with this Agreement. 
THE RECIPIENT PARTY UNDERSTANDS THAT THE DISCLOSING PARTY MAKES NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED (INCLUDING THOSE OF
MERCHANTABILITY AND SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE),
WITH RESPECT TO CONFIDENTIAL INFORMATION.


 


E.              Each Party shall at all times: (a) comply with the
Data Protection Laws; and (b) shall not do, or cause or permit to be done,
anything that may cause or otherwise result in a breach of the Data Protection
Laws.


 


F.              Subscriber agrees that the Galileo Group Companies and
NDCs will have the right to extract, use and send to the participating Vendor
to the relevant transaction, for the sole purpose of facilitating such
transaction, any data that Subscriber enters into the Travelport GDSs in
respect of bookings made by it.  This
data includes but is not limited to Personal Data, airports of departure and
arrival, times of departure and arrival and class of seat booked.


 


G.             Notwithstanding the provisions of this Section 11, to
the extent permitted by all applicable and relevant laws, Galileo will have the
right to extract Product Data and to disclose (including sell) and send Product
Data to third parties provided the use of Product Data shall at all times be in
accordance with the relevant Data Protection Laws.


 


H.            Any data supplied by Subscriber to Galileo (whether
stored on or sent over the Travelport GDSs or on the Software or otherwise
pursuant to this Agreement) will not contain anything obscene, offensive or
defamatory, or which is in breach of any laws or regulations.


 


I.                  Neither Party shall acquire under this Agreement a
right to use, and may not use without the other Party’s prior written consent
in each instance, the names, characters, artwork, designs, trade names,
trademarks or service marks of the other Party in any advertising, publicity,
public announcement, marketing, press release or promotion.


 


J.                Each Party shall be liable for and shall indemnify the
other Party from and against any and all claims, actions, liabilities, losses,
damages and expenses (including legal expenses on a full indemnity basis)
incurred by the indemnified Party which arise directly or indirectly as a
result of any breach of the obligations set out in this Section 11 by Subscriber,
an Orbitz Worldwide Agency or Authorized User or by GILLC, GNBV or an NDC, as
the case may be.


 


12.         GOVERNING LAW; JURISDICTION; ATTORNEYS’
FEES


 


This Agreement and any disputes arising under or in connection with
this Agreement shall be governed by the internal laws of the State of Illinois,
without regard to its conflicts of laws principles.  Subject to Section 13, all actions brought by
either Party to enforce, arising out of or relating to this Agreement shall be
brought and tried exclusively in federal or state courts located in Cook
County, Illinois.  The parties hereby
consent to submit to the personal jurisdiction of and venue in such
courts.  In the event of any proceeding, claim or action being filed or
instituted between the Parties with respect to this Agreement, the prevailing Party
will be entitled to receive from the other Party all costs, damages and
expenses, including reasonable attorney’s fees, incurred by the prevailing Party
in connection with that action or proceeding upon the controversy being reduced
to final judgment or award.


13.   DISPUTE RESOLUTION


 


A.           This Section 13 applies solely to the Parties’
obligations pursuant to Sections 4.G, 5.A.(ii), 5.C.(iii) and Section 19
hereof.


B.             In the event the Parties are unable to agree upon (i) a
Segment Incentive payment with respect to a new air Vendor that participates at
less than full service level or an air Vendor changing its System participation
level to less than a full service level pursuant to Section 5.A(ii) hereof, (ii)
an economic apportionment with respect to a particular Vendor pursuant to
Section 5.C.(iii) hereof, (iii) determination of a Transaction Allowance and Transaction
Fee for each region as applicable under Section 4.G and (iv) a Galileo Services
Service Level Agreement or Worldspan Services Service Level Agreement under
Section 19, the CEOs of the Parties shall use good faith efforts to negotiate a
resolution to the applicable issue.  If
the CEOs of the Parties have been unable to agree on a resolution to an issue 


 


 


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                        within 15 days of identification and
written notice to the other Party of an issue, such dispute (“Dispute”) shall be settled by arbitration administered by
the American Arbitration Association under its Commercial Arbitration
Rules.  The Parties agree that such
arbitration shall take place in Chicago, Illinois.  The arbitration shall be conducted by three
(3) arbitrators.  Within five (5) days
after the receipt by the other Party of a written notice of one Party’s desire
to settle a Dispute by arbitration, each Party shall appoint an arbitrator, and
within five (5) days of their appointment the two (2) arbitrators so chosen
shall nominate a third independent arbitrator. 
Such third arbitrator shall either be an independent arbitrator, an
attorney with at least ten years experience in the travel industry, or any
other professional with ten years experience in the travel industry.  If within such five (5) day period the two
(2) arbitrators fail to nominate the third arbitrator, upon written request of
either Party, the third arbitrator shall be appointed by the American
Arbitration Association and both Parties shall be bound by the appointment so
made.  If either Party shall fail to
appoint an arbitrator as required under this Section 13.B, the arbitrator
appointed by the other Party shall be the sole arbitrator of the Dispute.  The decision of the arbitrators (or such
single arbitrator) shall be made within thirty (30) days of the close of the
arbitration hearing, unless otherwise agreed by the Parties.  The decision of a majority of the panel (or
such single arbitrator) shall be final, conclusive and binding upon the Parties
hereto, and may be enforced in any court having jurisdiction.


C.             The arbitration proceedings shall proceed as soon as
practicable following the selection of the arbitrators, and, if practicable,
commence within fifteen (15) following the written notice of one Party’s desire
to settle a Dispute by arbitration.  Neither
Party will take any action or fail to take any action to delay such
proceedings.  The arbitration proceedings
shall be conducted in the English language and any monetary award shall be in
U.S. dollars.  The arbitrators (or such
single arbitrator) shall not have the authority to award punitive, special,
exemplary, incidental, indirect or consequential damages, regardless of whether
a claim is based on contract, tort (including negligence), breach of fiduciary
duty, strict liability, violation of any applicable deceptive trade practices
act or similar law or any other legal or equitable principle, and except as
otherwise provided in the Agreement, each Party’s maximum liability shall be
limited to the lesser of any direct damages or $__ million, subject to the
exceptions provided in Section 8 (Limitation of Liability).


D.    Use of the above dispute resolution procedures shall not
constitute a waiver of any right of either Party.


E.              All negotiations connected with any Dispute shall be
concluded in confidence and without prejudice to the rights of the Parties in
any future proceedings.


F.              The Parties expressly agree that the previously-described
dispute resolution proceedings, including any written decision by the
arbitrators (or such single arbitrator), are confidential and shall not be
disclosed for any purpose whatsoever without the written consent of the other Party.


G.             Notwithstanding anything herein contained in this
Section 13, both Parties shall be entitled to (i) commence legal proceedings
seeking such mandatory, declaratory or injunctive relief as may be necessary to
define or protect their rights and enforce the obligations in an extraordinary
situation in which such Party may incur irreparable damage in the period
pending the settlement of a Dispute in accordance with the dispute resolution
proceedings set forth in this Section 13; (ii) commence legal proceedings
involving the enforcement of an arbitration decision arising out of this
Agreement; or (iii) join any arbitration proceeding arising out of this
Agreement with any other arbitration proceeding arising out of this Agreement.


14.   ASSIGNMENT; CHANGE OF CONTROL; NON-CIRCUMVENTION


 


                        A.    Assignment.  The Agreement may not be assigned by either Party
without the prior written consent of the other Party, provided that the
Agreement may be assigned upon written notice (a) to a Galileo Group Company or
to a Subscriber entity or to an Orbitz Worldwide Agency(ies), as applicable;
(b) in connection with a merger, acquisition, restructuring or sale of all or
substantially all assets of either Party; or (c) as necessary to effectuate the
change of control and non-circumvention requirements set forth below so long as
the assignment does not reduce applicable Segment volumes or commitments, the
assignee is not a direct competitor of the other Party and the assignee assumes
the assignor’s duties/obligations under the Agreement.


 


                        B.    Change
of Control.  The Agreement shall
survive any “Change of Control” of Travelport Limited.  The Agreement shall survive any Change of
Control of Subscriber or any of its related entities and will be binding upon
successors, assigns 


 


 


17

















 


                                and
future owners of any of the foregoing.  “Change of Control” means the sale or transfer of beneficial
ownership of 50% or more of the voting securities or other ownership interests of
a Party.


 


                        C.    Non-Circumvention.  Neither Party shall, directly or indirectly, take
or fail to take, nor permit any Galileo Group Company, as to Galileo, or any
Orbitz entity or Orbitz Worldwide Agency, as to Orbitz, to take or fail to
take, any action with the intent or effect of avoiding or otherwise
circumventing any provision or the intent of the Parties of the Agreement,
including, without limitation, the foregoing assignment and Change of Control
provisions.


 


15.   AUDIT RIGHTS


 


One time per calendar
year during the Term of this Agreement, Subscriber and Galileo shall each have
the right, upon at least thirty (30) days prior written notice to the other
Party, to inspect the records and other information collected, generated or
maintained in connection with the Services provided and used pursuant to this
Agreement, during normal business hours, for the purpose of determining the
other Party’s compliance with this Agreement. 
The Party conducting the audit shall pay for all costs of such
inspection, including all reports and any other information supplied, provided
that in the event an audit reveals a discrepancy between amounts paid and
amounts due (or other measurable obligation) of greater than 10%, then the
audited Party will reimburse the auditing Party for the reasonable costs of the
audit.  Information disclosed to the
auditing Party or to its auditing representative in the course of such
inspection shall be subject to the confidentiality requirements of this
Agreement.  Any and all such audits shall
be conducted through independent auditors mutually agreed by the Parties.


 


16.   RIGHT OF FIRST OFFER 


 


On or before the date
that is at least 180 days prior to the expiration of this Agreement, Galileo
shall have the right to make an offer to provide GDS services to Subscriber following
the expiration of this Agreement based upon information provided to Galileo by Subscriber
in good faith to enable Galileo to prepare a complete written proposal for the
provision of such services.  Subscriber
shall consider Galileo’s proposal in good faith, and provided the Parties agree
to proceed, shall negotiate in good faith the terms and conditions for a new
agreement for the provision of GDS services.


 


17.   ACCOUNT SUPPORT


 


Galileo shall provide Subscriber
at Galileo’s cost and expense, two (2) full-time employees for the purposes of
account support and management (“Account Managers”)
with respect to the Galileo Services and the Worldspan Services.  In the event that the Worldspan Closing does
not occur, then Galileo shall provide Subscriber one (1) full-time employee for
such purposes with respect to the Galileo Services.


 


18.   COOPERATION


 


The Parties shall
cooperate and facilitate discussions with Vendors with the goal of making
Vendors and their Content available in the Travelport GDSs and of ensuring that
any Vendor Content made available to the Orbitz Worldwide Agencies is also made
available to the Travelport GDSs, even where such Content may be restricted to
the Orbitz Worldwide Agencies.  Except as
expressly provided in this Agreement, neither Party shall be precluded from
entering into an agreement with a Vendor if the Vendor is unwilling to agree to
particular terms desired by the Parties as a result of their cooperation.


 


19.   SERVICE LEVELS


 


A.    Up until the Worldspan Services Effective Date, no Service Level
shall apply to the Galileo Services.  If
the Worldspan Closing does not occur, then Galileo and Subscriber will enter
into, within 60 days following a definitive determination that the Worldspan
Closing will not occur, a commercially reasonable Service Level Agreement to
apply to the Galileo Services (“Galileo Services Service
Level Agreement”).


 


B.    Within 60 days following the Worldspan Closing, Galileo and
Subscriber will enter into a commercially reasonable Service Level Agreement to
apply to the Worldspan Services (“Worldspan Services Service
Level Agreement”).


 


C.    If the Parties are unable to agree on the terms of a Galileo Services
Service Level Agreement or a Worldspan Services Service Level Agreement within
60 days following the Worldspan Closing or the determination that the 


 


 


18

















 


Worldspan Closing will
not occur, as the case may be, then the decision regarding the applicable
Service Level Agreement shall be resolved by arbitration pursuant to Section
13.


 


20.         MATERIAL REVENUE CHANGE


 


                        In the event that, due to market
conditions or for competitive reasons, Galileo decreases by __ percent (__%) or
more on a cumulative basis the total of Participation Fees (as defined in
Section 1.EE) payable to Galileo for all Segments booked via the Orbitz
Worldwide Agencies through either the Galileo Services or Worldspan Services on
a country-by-country basis below the Participation Fees in effect as of December
31, 2007 (the “Fee Change”),
then, effective as of the date of the Fee Change (“Fee Change
Effective Date”), the Segment Incentives provided under this
Agreement in the relevant country in connection with the particular Services
affected shall be reduced by ___ of the amount of the Fee Change percentage;
provided that once Galileo is earning less than $__ in Participation Fees per
Segment (after deduction of the applicable Segment Incentives), then the
Segment Incentives shall be decreased by the full amount of the Fee Change
percentage; and provided further that no decrease in any Segment Incentive will
take effect until ____.  The calculation
of whether a Fee Change has occurred regarding the United States will not
include Participation Fees for Vendors who have commenced participation in the
Content Continuity Program subsequent to the Contract Effective Date and for
whom Subscriber has paid Program Fees during the Term.  For example, assume Galileo decreased its
Participation Fees in the United States in connection with the Apollo CRS in
the first half of 2008 (calculated pursuant to the terms of this Section 20
regarding new Content Continuity Program-participating Vendors) and such
decreases resulted in a cumulative __% decrease in the Participation Fees for
all Segments booked via the Orbitz Domestic Agencies using the Apollo CRS (in
the United States) below the Participation Fees in effect as of December 31,
2007 (in the United States), the Segment Incentive set forth on the Custom
Terms and Conditions Attachment (Galileo Services) — North America shall be
decreased by _% (i.e., __ of __%) effective as of ____, assuming that Galileo
was earning more than $__ in Participation Fees per Segment after deduction of
the applicable Segment Incentive.


 


21.   SUBSCRIBER TERMS AND CONDITIONS COMMITMENT


 


                        Galileo will provide the Galileo Services and
Worldspan Services on commercial terms and conditions not less favorable
overall than the overall terms and conditions offered by Galileo to any other
online travel agency delivering equivalent or lesser segment volumes.  In determining the relative favorability of
the overall terms and conditions, Galileo may also consider geographic and
business (corporate vs. leisure) mix.


 


22.   NOTICE


 


                        A.   Every
notice, request, demand or other communication requiring notice under this
Agreement:


(a)                                  shall be in the English language and
shall be made in writing; and


(b)           shall be deemed to have been
received:


(i)                                     immediately, in the case of an e-mail or
fax, unless the date of transmission is not a business day in the country of
the addressee, in which case it shall be deemed to have been received at the
opening of business on the next such business day; and shall be confirmed by
sending a copy of such fax or e-mail by express courier within 24 hours of
transmission; and


(ii)           on
delivery, in the case of a letter delivered in person;


(iii)                              three days after delivery to the courier in the case
of a letter sent by express courier; and


(iv)                               five days after the date when such
communication is mailed with postage prepaid.


 


                        B.    All
notices permitted or required to be given hereunder, and any legal proceedings
concerning or arising out of this Agreement shall be delivered or sent to the
Parties as follows:


 


To Galileo:                                                                                    Galileo International


                                                                                                                                              6901
S. Havana Street


                                                                                                                                             Centennial, CO 80112


                                                                                                                                             Fax: 847-358-8603


                                                                                                                                             Attn: GALCHI Legal Department — Contract
Notices


 


 


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With a copy to:


 


Galileo International
Limited


Galileo House


Axis Park


Hurricane Way


Langley


Berkshire SL3 8AG


United Kingdom


Fax: +44 1753 288224


Attn:        Legal Department


 


To Orbitz:                              Orbitz Worldwide, LLC


                                                500 W. Madison, 10th
Floor


                                                Chicago, Illinois
60661


 


                                                Attn:  President and CEO; Fax: 312-894-4857


                                                With a copy to the
Legal Department; Fax: 312 894-4856


 


                        C.    Either
Party may give written notice to the other Party of such other address(es) to
which notices shall be sent, and thereafter notices shall be sent to such new
or additional addresses.


 


23.   FORCE MAJEURE


 


                        A.    Neither
Party shall be deemed to be in breach of this Agreement or liable for any
delays in performing or failure to perform any of its obligations under this
Agreement as contemplated hereunder if the delay or failure was due to a cause
beyond the reasonable control of, and was not the fault or negligence of, the
affected Party (including acts of God, war or threat of war, civil unrest or
commotion, natural or nuclear disaster, epidemic, terrorist activity,
explosion, fire, flood, adverse weather conditions, telecommunications line
failures, strike, labor dispute, work stoppage, any act or order of central or
local government, or of any law enforcement or quasi-legal or judicial
authority, or acts or omissions of any telecommunications supplier) (“Force Majeure”).


 


                        B.    Notwithstanding
the foregoing, a Party may not claim as Force Majeure the willful act or
negligence of or failure to take all reasonable precautions by that Party.


 


                        C.    If
either Party is prevented or delayed in the performance of any of its
obligations under this Agreement by Force Majeure, that Party shall forthwith
serve notice in writing on the other Party specifying the nature and extent of
the circumstances giving rise to Force Majeure, and shall, subject to service
of such notice and having taken all reasonable steps to avoid such prevention
or delay and subject to Section 23.F. below, have no liability in respect of
the performance of such of its obligations as are prevented by the Force
Majeure events during the continuation of such events, and for such time after
they cease as is necessary for that Party, using all reasonable endeavors, to
recommence its affected operations in order for it to perform its obligations.


 


                        D.    If
a Force Majeure event occurs, the date(s) for performance of the obligations
affected will be postponed for so long as is (and to the extent that it is)
reasonably made necessary by the continuation of such circumstance or event.


 


                        E.    If
any material obligation of either Party pursuant to, under and in connection
with this Agreement is delayed as contemplated by Section 23.A. above for
longer than 3 months, then either Party shall have the right to terminate this
Agreement forthwith on written notice to the other in which case neither Party
shall have any liability to the other except that rights and liabilities which
accrued prior to such termination shall continue to subsist.


 


                        F.    The
Party claiming to be prevented or delayed in the performance of any of its
obligations under this Agreement by reason of Force Majeure shall use
reasonable endeavors without hereby being obliged to incur any expenditure or
cost to bring the Force Majeure event to a close or to find a solution by which
the Agreement may be performed despite the continuance of the Force Majeure
event.


 


 


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24.   GENERAL 


 


                        A.    Galileo
or its agent shall have the right to enter any Location upon reasonable notice
and during normal business hours for the purpose of (i) monitoring, inspecting,
or repairing any Hardware; (ii) monitoring the users’ operation of the
Services; and (iii) removing the Services, at Subscriber’s expense, upon
expiration or any termination of this Agreement.


 


                        B.    Nothing
in this Agreement is intended or shall be construed to create any agency,
partnership or joint venture relationship between the Parties.


 


                        C.             No waiver of any provision or breach of
this Agreement shall constitute a waiver of any other provision or subsequent
breach.


 


                        D.            If any provision of this Agreement, in
any respect, is either held to be invalid, illegal, or unenforceable by any
court or competent authority; or rendered invalid, illegal, or unenforceable by
the introduction of, or change in, any statute, regulation, applicable code or
other ordinance, then such provision shall be deemed deleted from this
Agreement without prejudice to the remaining provisions hereof which shall
continue in full force and effect notwithstanding such deletion, and Galileo
and Subscriber shall thereupon negotiate in good faith a substitute
provision(s) which is valid, legal and enforceable and which most closely
equates to the intention of the Parties as contemplated by this Agreement.


 


                        E.              In the event of an action to enforce this
Agreement or to seek remedies for a breach of this Agreement, the prevailing Party
shall be entitled to receive from the other Party reimbursement of its
reasonable attorneys’ fees, expenses and court costs.


 


25.   ENTIRE AGREEMENT


 


                        This Agreement, together with any and all attachments,
constitutes the entire agreement and understanding of the Parties regarding the
subject matter of this Agreement and, as of the Contract Effective Date for
Galileo Services, and as of the Worldspan Services Effective Date for Worldspan
Services, supersedes all prior written and oral agreements between the Parties
on this subject matter, except for amounts Subscriber may owe Galileo under the
Orbitz — Apollo Agreement, the Galileo — ebookers Productivity Incentive
Agreement (as defined in the Custom Terms and Conditions Attachments (Galileo
Services) for North America and Europe, respectively) and all other agreements
referenced in the “Supersedes Existing Agreements” Section of the Custom Terms
and Conditions Attachment (Galileo Services) for Europe.  This Agreement may be modified only by
written agreement of the Parties.   In
the event that the provisions of an attachment conflict with any terms herein,
then the provisions of the attachment shall control.


 


 


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By signing below the Parties
acknowledge their acceptance of the terms and conditions of this Agreement and
its attachments.


 


 


 




	
  Executed on behalf of
  Subscriber

  	
   

  	
  Executed on behalf of
  Galileo International, L.L.C.

  
	
   

  	
   

  	
   

  
	
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  Executed on behalf of
  Galileo Nederland B.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
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