Exhibit 10.7


	
  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:

  	
  o
  Corporation

  	
  x
  Limited Liability Company

  	
  o
  Partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o
  Sole Proprietorship

  	
  o
  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.



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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.


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



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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.


(i)                                     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.


(ii)                                  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



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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 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), except
as permitted by the (***) 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. 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.


(iii)                               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 agrees it will not
provide access to any Availability Data (as defined below) from either the
Galileo Services or Worldspan Services to any third party, including but not
limited to ITA. Such permitted 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. 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. For purposes of this Section 2.B, “Availability Data” means airlines’ availability data
delivered in response to any direct, real-time, “seamless” queries for
availability information on airlines against airlines’ inventory/reservation
systems; standard airline availability status messages (AVS); numeric AVS
messages (NAVS); or airline availability information in the form of Travelport
GDS responses to availability requests from customers of the Travelport GDSs
other than Subscriber (AVL).


(iv)                              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.


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



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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 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.


(i)                                     Except
as provided in Section 2.F(ii) below or as permitted by the (***), 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. Until
December 31, 2007, 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.


(ii)                                  (***)



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(***)


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



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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 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:



 9
 









(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; and (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 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.



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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 a Transaction Allowance and 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 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:



 11
 









(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, (***)
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 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. 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



 12
 









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;


(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



 13
 









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 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.



 14















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 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.



 15
 









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.


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



 16
 









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.


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



 17
 









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 2.F(ii), 4.G, 5.A.(ii), 5.C.(iii) and Section 19 hereof.


B.             In the event the Parties are unable to agree upon (i)
terms and conditions regarding (***) pursuant to Section 2.F(ii), (ii) a
Segment Incentive payment and other related terms 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, (iii) an economic apportionment with
respect to a particular Vendor pursuant to Section 5.C.(iii) hereof, (iv)
determination of a Transaction Allowance and Transaction Fee for each region as
applicable under Section 4.G and (v) 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 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 $20 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.



 18
 









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 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



 19
 









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 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 (***) (***)(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.



 20
 









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

  
	
   

  	
   

  
	
   

  	
  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



 21
 









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.


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



 22
 









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.



 23
 









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.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Steve Barnhart

  	
   

  	
  Signature:

  	
  /s/ Eric J.
  Bock

  	
   

  
	
   

  	
   

  
	
  Printed Name:

  	
  Steve Barnhart

  	
   

  	
  Printed Name:

  	
  Eric J. Bock

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  CEO and
  President

  	
   

  	
  Title:

  	
  Executive Vice President and General Counsel

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  July 23, 2007

  	
   

  	
  Date:

  	
  July 23, 2007

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Executed on
  behalf of Galileo Nederland B.V.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Gordon Wilson

  	
   

  	
   

  
	
   

  	
   

  
	
  Printed Name:

  	
  Gordon Wilson

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Director

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  23 July, 2007

  	
   

  	
   

  
										



 



 24