Exhibit 10.5


PRIVILEGED
& CONFIDENTIAL




 





MASTER LICENSE AGREEMENT


by and among


GALILEO INTERNATIONAL TECHNOLOGY, LLC


AND


GALILEO INTERNATIONAL, LLC


AND


ORBITZ, LLC


AND


EBOOKERS LIMITED


AND


DONVAND LIMITED


AND


TRAVELPORT FOR BUSINESS, INC.


AND


ORBITZ DEVELOPMENT, LLC


AND


NEAT GROUP CORPORATION


 


Dated as of July 23, 2007




 



















MASTER LICENSE AGREEMENT (this “Agreement” or the “Master
License Agreement”), dated as of July 23, 2007 (the “Effective Date”),
by and among Galileo International Technology, LLC (“Galileo International
Tech”), a Delaware limited liability company, Galileo International, LLC (“Galileo
International”), a Delaware limited liability company, Orbitz, LLC
(“Orbitz”), a Delaware limited liability company, ebookers Limited (“ebookers”),
a company organized under English law, Donvand Limited (“GTA”), a
company organized under English law, Travelport for Business, Inc. (“TFB”),
a Delaware corporation, Orbitz Development, LLC (“Orbitz Development”),
a Delaware limited liability company and Neat Group Corporation (“Neat Group”),
a Delaware corporation.  Each of Galileo
International Tech, Galileo International, Orbitz, ebookers, GTA, TFB, Orbitz
Development and Neat Group is sometimes referred to herein as a “Party”
and, collectively, as the “Parties.” Capitalized terms used and not
otherwise defined herein have the meanings ascribed to them in Section 6.17
hereof.


W I T N E S S E T H:


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


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


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


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


ARTICLE I


LICENSE GRANTS


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



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


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


Section 1.3                                      License,
Maintenance and/or Support Fees.


(a)                      License Fees.


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


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


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


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



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


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


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


Section 1.5                                      Delivery.


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


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



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


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


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


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


ARTICLE II


INTELLECTUAL PROPERTY
PROTECTION


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


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


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



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


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


ARTICLE III


CONFIDENTIALITY


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


Section 3.2                                      Limitations.  With respect to each Licensee, Confidential
Information of a Licensor will not include information which:  (a) becomes available to the public through
no fault or negligence of the applicable Licensee, (b) was already



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


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


ARTICLE IV


REPRESENTATIONS AND WARRANTIES; DISCLAIMER AND
LIMITATION OF LIABILITY


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


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


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


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


(d)                                 this Agreement has been duly
executed and delivered by such Party, constitutes the legal, valid and binding
obligations of such Party, and is enforceable against each Party in accordance
with its applicable terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws



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of general applicability relating to
or affecting creditors’ rights and to general equity principles.


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


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


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



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ARTICLE V


TERM AND
TERMINATION


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


Section 5.2                                      Termination.


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


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


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


ARTICLE VI


MISCELLANEOUS


Section 6.1                                      Assignment.


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


(b)                                 In the event that an Affiliate of a
Licensee ceases to be an Affiliate of such Licensee (such Affiliate, a “Divested
Affiliate”), any sublicenses to such Divested Affiliate under any License
Agreement will, subject to the terms and conditions of the applicable
sublicense agreement by which the Divested Affiliate received its sublicense
(each, a “Sublicense Agreement”), continue for the term of the License
Grant to the Licensee that granted the sublicense to the Divested Affiliate
(the “Granting Licensee”); provided, that, notwithstanding any
broader sublicense grant by the Granting Licensee to the Divested Affiliated
under such Sublicense Agreement, following the divestiture of the Divested
Affiliate (a “Divestiture”):  (i)
the scope of use under such sublicense shall be no broader than the businesses
in which the Divested Affiliate is



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either (1) engaged as of the
Divestiture or (2) expected, as of the effective date of the Divestiture, to be
engaged pursuant to bona fide, written business plans (and without restriction
on the volume of use within that scope of use), and (ii) if such sublicense
includes the right to further sublicense the Licensed Materials, the Divested
Affiliate may only grant sublicenses within the scope of use set forth in
Section 6.1(b)(i).


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


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


Section 6.2                                      Relationship
of the Parties.  Nothing in this
Agreement shall be deemed to render any Party an agent of any other Party and
or grant any Party any authority to bind any other Party, transact any business
in the other Party’s name or on its behalf, or make any promises or
representations on behalf of the other Party. 
Each Party will perform all of its respective obligations under this
Agreement as an independent contractor, and no joint venture, partnership or
other relationship shall be created or implied by this Agreement.


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



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accordance with Section
6.5) shall be effective service of process for any litigation brought against
it in any such court.  Each Party hereby
irrevocably and unconditionally waives any objection to the laying of venue of
any litigation arising out of this Agreement in the courts of the State of New
York or of the United States of America in each case located in the County of
New York and hereby further irrevocably and unconditionally waives and agrees
not to plead or claim in any such court that any such litigation brought in any
such court has been brought in an inconvenient forum.


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


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


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


Galileo House


Axis Park


10 Hurricane Way


Langley Berkshire SL3 8AG


England


Attn:  Legal
Department


If to Orbitz, Orbitz Development, TFB or ebookers:


500 W. Madison Street


Suite 1000


Chicago, IL 
60661


Attn:  Legal
Department


If to GTA:


Gullivers House


27 Goswell Road


London EC1M 7GT


England


Attn:  Legal
Department



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All such notices, requests and other communications shall be deemed
received on the date of receipt by the recipient thereof if received prior to
5:00 p.m., New York City time, and such day is a Business Day in the place of
receipt.  Otherwise, any such notice,
request or communication shall be deemed not to have been received until the next
succeeding Business Day in the place of receipt.


Section 6.6                                      Dispute
Resolution.


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


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



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Agreement, the relevant Parties shall
keep, and shall cause the members of their applicable group to keep,
confidential all matters relating to the arbitration or the award, and any
negotiations, conferences and discussions pursuant to this Section 6.6(b) shall
be treated as compromise and settlement negotiations; provided, that such
matters may be disclosed (i) to the extent reasonably necessary in any
proceeding brought to enforce the award or for entry of a judgment upon the
award and (ii) to the extent otherwise required by Law or stock exchange.  Nothing said or disclosed, nor any document
produced, in the course of any negotiations, conferences and discussions that
is not otherwise independently discoverable shall be offered or received as
evidence or used for impeachment or for any other purpose in any current or
future arbitration.  Nothing contained
herein is intended to or shall be construed to prevent either Party from
applying to any court of competent jurisdiction for interim measures or other
provisional relief in connection with the subject matter of any Failures to
Agree.  Without prejudice to such
provisional remedies as may be available under the jurisdiction of a court, the
arbitral tribunal shall have full authority to grant provisional remedies and
to direct the parties to request that any court modify or vacate any temporary
or preliminary relief issued by such court, and to award damages for the failure
of either Party to respect the arbitral tribunal’s orders to that effect.


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


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


Section 6.9                                      Interpretation.


(a)                                  When a reference is made in this
Agreement to an Article, Section or Exhibit, such reference shall be to an
Article or Section of, or an Exhibit to, this Agreement unless otherwise
indicated.  Whenever the words “include”,
“includes” or “including” are used in this Agreement, they shall be deemed to
be followed by the words “without limitation”. 
The words “hereof”, “herein” and “hereunder” and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement. 
All terms defined in this Agreement shall



 12
 









have the defined meanings when used
in any certificate or other document made or delivered pursuant hereto unless
otherwise defined therein.  The
definitions contained in this Agreement are applicable to the singular as well
as the plural forms of such terms and to the masculine as well as to the
feminine and neuter genders of such term. 
Any agreement, instrument or statute defined or referred to herein or in
any agreement or instrument that is referred to herein means such agreement,
instrument or statute as from time to time amended, modified or supplemented,
including (in the case of agreements or instruments) by waiver or consent and
(in the case of statutes) by succession of comparable successor statutes and
references to all attachments thereto and instruments incorporated therein.


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


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


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


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


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


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



 13
 









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


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


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


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


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


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


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


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


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


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



 14
 









(h)                                 “GDS Agreement” means that
certain Subscriber Services Agreement, dated as of July 23, 2007, by and among
OWW LLC, Galileo International and Galileo Nederland B.V.


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


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


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


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


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


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


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


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


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


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


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


(t)                                    “Release Event” means, with
respect to a Licensor, any of the following events:  (a) a receiver is appointed for such Licensor
or substantially all of its



 15
 









property, (b) such Licensor makes a
general assignment for the benefit of its creditors, (c) such Licensor files a
voluntary petition in bankruptcy or reorganization or under any other similar
insolvency or debtor’s relief law, (d) there is commenced against such Licensor
proceedings under any bankruptcy, reorganization, insolvency or debtor’s relief
law, which proceedings are not dismissed within sixty (60) days after
commencement, (e) such Licensor is generally unable to pay its debts as they
become due, (f) such Licensor takes formal action to liquidate or dissolve, or
(g) such Licensor ceases to operate its business as a going concern for a
period of more than five (5) consecutive days, unless such cessation is the
result of events that are not primarily related to solvency.


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


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


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


(x)                                   “Separation Agreement” means
the Separation Agreement, dated as of July 25, 2007, by and between Orbitz
Worldwide Inc. and Travelport Limited.


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


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


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


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



 16
 









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


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


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


[Signature Page
Follows]



 17
 









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


 


	
   

  	
  GALILEO INTERNATIONAL

  TECHNOLOGY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fiona A.
  Williams

  	
   

  
	
   

  	
   

  	
  Name: Fiona A.
  Williams

  
	
   

  	
   

  	
  Title:  Director/Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GALILEO
  INTERNATIONAL, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric J. Bock

  	
   

  
	
   

  	
   

  	
  Name:  Eric J. Bock

  
	
   

  	
   

  	
  Title:  Executive Vice President and General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ORBITZ, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P.
  Shaughnessy

  	
   

  
	
   

  	
   

  	
  Name:  James P. Shaughnessy

  
	
   

  	
   

  	
  Title:  Senior Vice President and General

  Counsel, Orbitz Worldwide

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EBOOKERS LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Julie
  Cameron-Doe

  	
   

  
	
   

  	
   

  	
  Name: Julie
  Cameron-Doe

  
	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DONVAND LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ./s/ Kurt Ekert

  	
   

  
	
   

  	
   

  	
  Name:  Kurt Ekert

  
	
   

  	
   

  	
  Title:  Director

  
						



 



 18
 









 


	
  

  	
  TRAVELPORT FOR
  BUSINESS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P.
  Shaughnessy

  	
   

  
	
   

  	
   

  	
  Name:  James P. Shaughnessy

  
	
   

  	
   

  	
  Title:  Senior Vice President and General

  Counsel, Orbitz Worldwide

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ORBITZ
  DEVELOPMENT, LLC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P.
  Shaughnessy

  	
   

  
	
   

  	
   

  	
  Name:  James P. Shaughnessy

  
	
   

  	
   

  	
  Title:  Senior Vice President and General

  Counsel, Orbitz Worldwide

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEAT GROUP
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P.
  Shaughnessy

  	
   

  
	
   

  	
   

  	
  Name:  James P. Shaughnessy

  
	
   

  	
   

  	
  Title:  Senior Vice President and General

  Counsel, Orbitz Worldwide

  



 



 19















 


 


SCHEDULES


TO


 MASTER LICENSE AGREEMENT


 


 



 1
 









SCHEDULE 1 TO


 MASTER LICENSE AGREEMENT


This Schedule is made
pursuant to and governed by the Master License Agreement, dated July 23, 2007,
by and among Galileo International Technology, LLC, Galileo International, LLC,
Orbitz, LLC, ebookers Limited, Donvand Limited, Travelport for Business, Inc.,
Orbitz Development, LLC and Neat Group Corporation (the “Master License
Agreement” or the “Agreement”). 
Capitalized terms used in this Schedule but not defined herein shall
have the respective meanings set forth in the Master License Agreement.


	
   

  	
  Licensed Items:

  	
  AFO, CarBookers, Dynamic Packaging (DP), and
  Insurance Bookers, as further defined on Exhibit A hereto (“ebookers
  Technology”):

  
	
   

  	
   

  	
   

  
	
   

  	
  Licensor(s):

  	
  ebookers Limited (“ebookers”)

  
	
   

  	
   

  	
   

  
	
   

  	
  Licensee(s):

  	
  Galileo International, LLC and Galileo International
  Technology, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  Scope of Use:

  	
  Each Licensee is hereby granted a worldwide,
  perpetual, non-exclusive, royalty-free, fully paid license to use and
  otherwise exploit the existing ebookers Technology, in both object code and
  source code forms, without any restriction except as expressly set forth in
  this Schedule 1. Without limiting the foregoing, the foregoing license grant
  permits each Licensee to copy, modify, reproduce, publish, display, create
  Improvements to, distribute, and/or combine or include the ebookers
  Technology with any other products or intellectual property. Each Licensee
  will own any Improvements to the ebookers Technology which are acquired or
  developed by such Licensee from and after the Effective Date, subject to
  Licensor’s ownership of the underlying Licensed Materials.

  
	
   

  	
   

  	
   

  
	
   

  	
  Maintenance

  	
   

  
	
   

  	
  And Support:

  	
  No Party will have any ongoing maintenance or
  support obligations to any other Party with respect to the ebookers
  Technology.

  
	
   

  	
  License Fee/

  	
   

  
	
   

  	
  Royalty:

  	
  Travelport will pay the Travelport License Fee as
  set forth in, and in accordance with, the procedure set forth in Section 1.3
  of the Master License Agreement as 

  
	
   

  	
   

  	
   

  



 



 2
 









 


	
  

  	
   

  	
  consideration, inter  alia, for all
  rights granted to it and its Affiliates hereunder.

  
	
   

  	
   

  	
   

  
	
   

  	
  Permitted

  	
   

  
	
   

  	
  Sublicensing:

  	
  Each Licensee may sublicense its rights hereunder to
  the ebookers Technology to (a) outsourcers, applications development and
  maintenance providers and other contractors providing products or services
  for such Licensee or its Affiliates, but only for purposes of such persons’
  provision of such products or services to such Licensee or its Affiliates,
  (b) such Licensee’s Affiliates, without any restriction, and (c) any other
  Person, without any restriction; provided, that, with respect to (c),
  a Licensee may not sublicense the ebookers Technology to any third party that
  is not an Affiliate of Licensee for any Competitive Use by such third party,
  unless Licensee incorporates or uses the ebookers Technology with another
  product or service of such Licensee or one of its Affiliates to enhance or
  improve a product or service thereof (but not to provide the eBookers
  Technology to third parties on a stand-alone basis).

  



 



 3















SCHEDULE 2 TO


MASTER
LICENSE AGREEMENT


This Schedule is made
pursuant to and governed by the Master License Agreement, dated July 23, 2007,
by and among Galileo International Technology, LLC, Galileo International, LLC,
Orbitz, LLC, ebookers Limited, Donvand Limited, Travelport for Business, Inc.,
OWW Development, LLC and Neat Group Corporation (the “Master License
Agreement” or the “Agreement”). 
Capitalized terms used in this Schedule but not defined herein shall
have the respective meanings set forth in the Master License Agreement.


	
   

  	
  Licensed Items:

  	
  Galileo Traversa, as further defined on Exhibit B
  hereto, and Corporate Travelpoint

  
	
   

  	
   

  	
   

  
	
   

  	
  Licensor(s):

  	
  Galileo International, LLC and Galileo International
  Technology, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  Licensee(s):

  	
  Travelport for Business Inc. and Orbitz, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  Scope of Use:

  	
  Licensors hereby agree to appoint each Licensee, for
  a term of (***) beginning on the Effective Date, as a non-exclusive reseller
  of Galileo Traversa pursuant to a value-added reseller agreement containing
  terms and conditions in accordance with this Schedule 2 and otherwise
  consistent with Licensor’s standard terms and conditions (including with
  respect to termination) for value-added resellers of Galileo Traversa; provided,
  that Licensees may only resell Galileo Traversa subject to a use restriction
  that it may only be connected to a GDS owned or operated by Licensors, or
  another GDS that Licensors have made generally available via Galileo
  Traversa, subject in each such instance to Licensors’ prior approval, which
  shall not be unreasonably withheld (such value-added reseller agreement, the
  “VAR Agreement”). Following development of Galileo Traversa, Licensor shall
  provide reasonable advance notice to Licensees of Licensor’s ability to begin
  permitting value added resale of Galileo Traversa, and the parties shall
  negotiate in good faith the terms of such VAR Agreement, such terms to be in
  accordance with this Schedule 2 and otherwise commercially reasonable in all
  respects.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Each Licensee is also hereby granted, for the
  foregoing three-year term, a worldwide, non-exclusive, royalty-free, fully
  paid license to copy, use, modify, distribute and create Improvements to the
  documentation for Galileo Traversa 

  



 



 4
 









 


	
  

  	
  provided by Licensors, solely in connection with
  their support of Galileo Traversa to each Licensee’s end-users and other
  customers (for the avoidance of doubt, there may be no modifications or
  Improvements made to any trademarks appearing in such documentation). Upon
  the termination of the foregoing license, each Licensee shall provide each
  Licensor with an electronic copy of all Improvements to the documentation for
  Galileo Traversa created by such Licensee. Each Licensee hereby grants to each
  Licensor a worldwide, perpetual, irrevocable, transferable, sublicensable,
  fully paid and royalty-free, non-exclusive license to use and otherwise
  exploit such Improvements without any restriction.

  
	
   

  	
   

  
	
   

  	
   

  	
  Licensees shall assign to a Licensor or its designee,
  as directed by Licensors, the contracts of Galileo Traversa customers (a) who
  have not migrated to the Platform (as defined on Exhibit G) upon the
  conclusion of Licensees’ support services (as described below) or (b) if
  either Licensee ceases to provide online booking tools to corporations, in
  each case (x) so long as such contracts contain only terms and conditions
  that have been approved by Licensor pursuant to the VAR Agreement and (y) as
  soon as practicable following the occurrence of (a) or (b) above. Licensor
  may elect whether to have any other contracts assigned (after a reasonable
  period of review); any contracts not assigned must be terminated by the
  Licensees.

  
	
   

  	
   

  	
   

  
	
   

  	
  Maintenance

  	
   

  
	
   

  	
  And Support:

  	
  Licensees shall continue providing implementation
  and level 1 help desk services for end-users and other customers that use
  Galileo Traversa pursuant to a license from a Licensor, which services shall
  be substantially the same as, and provided at substantially the same scope
  and level as, the services and service levels that Licensees provide as of
  the Effective Date to users of Travelport Classic. The foregoing support
  shall be provided for 3 years unless (x) extended by mutual agreement of the
  parties or (y) earlier terminated in a Licensor’s sole discretion (upon any
  such termination, Licensees shall provide Licensors with appropriate
  transition services). In exchange for the foregoing support, each Licensor
  shall pay Licensees a Maintenance and Support fee equal to Licensees’
  incremental cost to provide such support to such Licensor plus (***)%.

  
	
   

  	
   

  	
   

  



 



 5
 









 


	
   

  	
  Source Code:

  	
  Within sixty (60) days following the Effective Date,
  Licensors and Licensees shall enter into a mutually agreeable software escrow
  agreement with a mutually agreeable software escrow agent to implement and
  maintain a software escrow of Galileo Traversa. Immediately following the
  execution of such agreement, and thereafter on an annual basis or, if sooner,
  after any material change to Galileo Traversa, the Source Code for Galileo
  Traversa will be promptly placed into escrow in favor of Licensees. Licensees
  shall pay the cost of the foregoing escrow arrangements.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Such escrow agreement shall, in addition to terms
  reasonable and customary for such agreements in similar circumstances,
  provide that the source code to Galileo Traversa will be released (solely for
  use as permitted by the license granted under this Schedule 2) to a Licensee
  immediately upon such Licensee’s request: (a) if Licensors fail to provide support
  for Galileo Traversa at a level at least consistent with the level of support
  that Licensors provide for Corporate Travelpoint as of the Effective Date
  (other than due to a termination of such support by Licensor for cause or by
  Licensee for convenience), (b) upon a Release Event with respect to the
  ultimate parent entity of Licensor (or, for the avoidance of doubt, to the
  extent this License Agreement is assigned by Licensor, a Release Event with
  respect to the ultimate parent company of the then-current assignee) or (c)
  upon termination of the VAR Agreement (or this License Agreement, if such VAR
  Agreement is not in effect) by Licensee for cause (such release under this
  clause (c) to be only to such Licensee(s) that terminate the applicable
  agreement). In the event of any release of source code, from escrow or
  directly from Licensors, Licensors will provide reasonable transition
  training and implementation support with respect to such source code, at
  Licensors’ cost plus a reasonable margin. Following such training and
  implementation support, Licensors shall have no further support obligations
  with respect to Galileo Traversa under this License Agreement.

  
	
   

  	
   

  	
   

  
	
   

  	
  License Fee/

  	
   

  
	
   

  	
  Royalty:

  	
  Licensees shall retain any fees paid by end users
  and other customers for use of Galileo Traversa, and Licensors shall retain
  any fees paid by travel suppliers for bookings made via Galileo Traversa. An
  Orbitz Party will pay the Orbitz 

  



 



 6
 









 


	
  

  	
   

  	
  License Fee as set forth in, and in accordance with,
  the procedure set forth in Section 1.3 of the Master License Agreement as
  consideration, inter  alia, for all rights granted to it and its
  Affiliates hereunder.

  
	
   

  	
   

  	
   

  
	
   

  	
  Permitted

  	
   

  
	
   

  	
  Sublicensing:

  	
  Each Licensee may grant sublicenses to use Galileo
  Traversa only as permitted under, and in accordance with, the VAR Agreement,
  to such Licensee’s end-users and other customers.

  
	
   

  	
   

  	
   

  
	
   

  	
  Other Terms:

  	
  Each Licensee acknowledges and agrees that (i) such
  Licensee shall not remove or otherwise alter any trademark, branding, logo,
  slogan, attribution or other source or product identifier that appears on or
  is included in the Galileo Traversa product; provided, that the
  foregoing restriction shall not apply if Licensors do not impose a similar
  requirement generally upon their other third party resellers of the Galileo
  Traversa product, (ii) all Galileo Traversa bookings must be directed through
  a GDS owned by Travelport or its Affiliates, or another GDS that Licensors
  have made generally available via Galileo Traversa, subject in each such
  instance to Licensors’ prior approval as to such GDS and the terms applicable
  to any such connection, such approval not be unreasonably withheld and (iii)
  such Licensee may not solicit any customer of Travelport or its Affiliates
  that currently use Galileo Traversa.

  
	
   

  	
   

  
	
   

  	
  Licensors will not market these Licensed Materials
  using the name “Matrix.”

  



 


 



 7















SCHEDULE 3 TO


MASTER
LICENSE AGREEMENT


This Schedule is made
pursuant to and governed by the Master License Agreement, dated July 23, 2007,
by and among Galileo International Technology, LLC, Galileo International, LLC,
Orbitz, LLC, ebookers Limited, Donvand Limited, Travelport for Business, Inc.,
Orbitz Development, LLC and Neat Group Corporation (the “Master License
Agreement” or the “Agreement”). 
Capitalized terms used in this Schedule but not defined herein shall
have the respective meanings set forth in the Master License Agreement.


	
   

  	
  Licensed Items:

  	
  The Orbitz wire frames, look and feel and user
  interface, as further defined on Exhibit C hereto (the “Look and Feel”)

  
	
   

  	
   

  	
   

  
	
   

  	
  Licensor(s):

  	
  Orbitz, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  Licensee(s):

  	
  Galileo International, LLC and Galileo International
  Technology, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  Scope of Use:

  	
  Each Licensee is hereby granted a worldwide,
  perpetual, non-exclusive, royalty-free, fully paid license to integrate, use,
  create Improvements to, publicly display and otherwise exploit the Look and
  Feel, in connection with the Galileo Traversa product (including any modified
  versions thereof and successor products). Without limiting the foregoing, the
  foregoing license grant permits each Licensee to create Improvements to the
  Look and Feel, which Improvements shall be owned by the applicable Licensee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Licensee agrees to use commercially reasonable
  efforts to modify the Look and Feel (such modified Look and Feel, the “Modified
  Look and Feel”) for future versions of Galileo Traversa. Licensor
  acknowledges and agrees that Licensee may use the Modified Look and Feel in
  connection with Galileo Traversa and any “business to business” products of
  Licensee or its Affiliates. It is the intention of the Parties that their
  respective ‘look and feel’ will diverge over time.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  No Licensee shall intentionally copy any
  modifications made by the Orbitz Parties to the Look and Feel following the
  Effective Date. To the extent that a Licensee makes reasonable modifications
  to the Look and Feel in connection with future versions of Galileo Traversa
  or with other “business to business” products of Licensee or its 

  



 



 8
 









 


	
  

  	
  Affiliates and does not intentionally copy any
  modifications made by the Orbitz Parties to the Look and Feel following the
  Effective Date, each Orbitz Party hereby, on behalf of it and its Affiliates
  (and their respective successors and assigns), irrevocably waives, settles,
  releases, and forever discharges any and all claims, suits, causes of
  actions, damages, losses, costs, expenses and other liabilities and amounts,
  known and unknown, whether in law or in equity, that they may have against
  such Licensee, its Affiliates and their permitted sublicensees, and all of
  the foregoing entities’ respective successors and assigns, with respect to
  the Modified Look and Feel.

  
	
   

  	
   

  
	
   

  	
  Licensor shall not intentionally copy any aspect of
  the Modified Look and Feel created by the Travelport Parties following the
  Effective Date. To the extent that Licensor makes reasonable modifications to
  the Look and Feel in connection with future versions of the Look and Feel and
  does not intentionally copy any aspect of the Modified Look and Feel created
  by the Travelport Parties following the Effective Date, each Travelport Party
  hereby, on behalf of it and its Affiliates (and their respective successors
  and assigns), irrevocably waives, settles, releases, and forever discharges
  any and all claims, suits, causes of actions, damages, losses, costs,
  expenses and other liabilities and amounts, known and unknown, whether in law
  or in equity, that they may have against Licensor, its Affiliates and their
  permitted sublicensees, and all of the foregoing entities’ respective
  successors and assigns, with respect to the Modified Look and Feel.

  
	
   

  	
   

  	
   

  
	
   

  	
  Maintenance

  	
   

  
	
   

  	
  And Support:

  	
  Not applicable.

  
	
   

  	
   

  	
   

  
	
   

  	
  License Fee/

  	
   

  
	
   

  	
  Royalty:

  	
  Travelport will pay the Travelport License Fee as
  set forth in, and in accordance with, the procedure set forth in Section 1.3
  of the Master License Agreement as consideration, inter  alia,
  for all rights granted to it and its Affiliates hereunder.

  
	
   

  	
   

  	
   

  
	
   

  	
  Permitted

  	
   

  
	
   

  	
  Sublicensing:

  	
  Each Licensee may sublicense its rights hereunder to
  the Look and Feel and the Modified Look and Feel to 

  



 



 9
 









 


	
  

  	
   

  	
  (a) outsourcers, applications development and
  maintenance providers and other contractors providing products or services
  for such Licensee or its Affiliates, but only for purposes of such persons’
  provision of such products or services to such Licensee or its Affiliates, (b)
  such Licensee’s Affiliates, without any restriction, and (c) any other
  Person, in each case solely to the extent reasonably associated with the
  “Galileo Traversa” product (including any modified versions thereof and
  successor products) and, with respect to the Modified Look and Feel, any
  “business to business” products of such Licensee or its Affiliates.

  
	
   

  	
   

  	
   

  
	
   

  	
  Quality

  	
   

  
	
   

  	
  Control:

  	
  With respect to those aspects of the Look and Feel
  that are legally protectable as trade dress (but not, for the avoidance of doubt,
  the Modified Look and Feel, except to the extent that aspects of such
  Modified Look and Feel are confusingly similar to aspects of the Look and
  Feel that are legally protectable as trade dress):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·  The Look and Feel may be used only (i) in
  the Galileo Traversa product (including any modified versions thereof and
  successor products) and (ii) in combination or in conjunction with the same
  other logos, designs, symbols and trademarks or modifying words or terms as
  Licensee uses in connection with its and its Affiliates’ other “business to
  business” products as of the Effective Date.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·  Licensee hereby covenants that it (i) shall
  comply with (1) Licensor’s quality control and usage guidelines generally
  applied by Licensor to the Look and Feel, and (2) all applicable laws, rules,
  and regulations in connection with its use of the Look and Feel; and (ii)
  shall not, subject to Licensee’s rights under the “Scope of Use” section
  above, (1) take any action that would jeopardize or impair Licensor’s ownership
  of the Look and Feel, or the Look and Feel’s legality and/or enforceability,
  (2) take any action that would disparage or diminish the goodwill,
  reputation, or value of the Look and Feel, (3) either directly or indirectly,
  apply for the registration of the Look and Feel or any variation thereon, or
  any trade dress which contains or is similar to, the Look and Feel.

  
				



 



 10
 









 


	
  

  	
   

  	
  ·  Licensor shall have the right to review the
  manner in which Licensee uses the Look and Feel, including the right to
  periodically promptly receive samples from Licensee of materials on which
  Licensee uses the Look and Feel.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·  Licensee acknowledges and agrees that its
  use of the Look and Feel under this Schedule shall inure to the benefit of
  Licensor, and this Schedule 3 does not confer on Licensee any goodwill or
  ownership interest in the Look and Feel.

  
	
   

  	
   

  	
   

  
	
   

  	
  Termination:

  	
  If Licensor determines, in its reasonable, good
  faith discretion, that Licensee has failed to comply with the quality control
  provisions of this Schedule 3, Licensor shall have the right to terminate its
  license to Licensee of the Look and Feel, if Licensee has failed to cure such
  non-compliance within (***) after written notice thereof. The foregoing
  termination right shall be without prejudice to any rights of Licensor to
  obtain any temporary restraining order, preliminary injunction or other
  temporary relief. Any dispute regarding Licensor’s right to exercise the
  foregoing termination right shall be resolved pursuant to arbitration, as set
  forth in Section 6.6(b) of the Agreement.

  
				



 



 11















 


SCHEDULE 4 TO


MASTER
LICENSE AGREEMENT


This Schedule is made
pursuant to and governed by the Master License Agreement, dated July 23, 2007,
by and among Galileo International Technology, LLC, Galileo International, LLC,
Orbitz, LLC, ebookers Limited, Donvand Limited, Travelport for Business, Inc.,
Orbitz Development, LLC and Neat Group Corporation (the “Master License
Agreement” or the “Agreement”). 
Capitalized terms used in this Schedule but not defined herein shall
have the respective meanings set forth in the Master License Agreement.


	
  Licensed Items:

  	
  Travelport Classic (Highwire), as further defined on
  Exhibit D hereto

  
	
   

  	
   

  
	
  Licensor(s):

  	
  Travelport for Business Inc.

  
	
   

  	
   

  
	
  Licensee(s):

  	
  Galileo International, LLC and Galileo International
  Technology, LLC

  
	
   

  	
   

  
	
  Scope of Use:

  	
  Each Licensee is hereby granted a worldwide,
  perpetual, non-exclusive, royalty-free, fully paid license to use and
  otherwise exploit Travelport Classic, in both object code and source code
  forms, without any restriction except as expressly set forth in this Schedule
  4. Without limiting the foregoing, the foregoing license grant permits each
  Licensee to copy, modify, reproduce, publish, display, create Improvements
  to, distribute, and/or combine or include Travelport Classic with any other
  products or intellectual property. Each Licensee will own any Improvements to
  Travelport Classic which are acquired or developed by such Licensee from and
  after the Effective Date, subject to Licensor’s ownership of the underlying
  Licensed Materials.

  
	
   

  	
   

  
	
  Maintenance

  And Support: 

  	
  

  Licensor will provide users of Travelport Classic with maintenance (including
  enhancements, upgrades and updates) and support (pursuant to a service level
  agreement), at the same scope and level as currently provided, and will
  continue to offer such maintenance and support services for at least (***)
  from and after the Effective Date. At anytime after the (***) anniversary
  date of the Effective Date, maintenance and support may be terminated upon (***)
  written notice to the other parties to this License Agreement. All users of
  Travelport Classic shall pay the applicable fees for such maintenance 

  



 



 12
 









 


	
  

  	
  and support services directly to Orbitz, and any new
  users of Travelport Classic that choose to receive maintenance and support
  services shall also pay the applicable Maintenance and Support fees directly
  to Orbitz.

  
	
   

  	
   

  
	
   

  	
  The parties acknowledge that, at such time as
  Licensor is no longer both (a) providing support for any of Licensor’s users
  of Travelport Classic and (b) obligated to provide support to any users of
  Travelport Classic, the incremental cost of continuing to provide support to
  Licensees may be higher. Licensor shall provide Licensees with as much advanced
  notice of any materially higher costs as soon as is reasonably practicable
  under the circumstances. If any Licensee elects not to pay such higher costs,
  such Licensee will provide Licensor with written notice thereof, and Licensor
  will no longer be obligated to provide such support for such Licensee as of
  the date set forth in such notice (or if no date is set forth, then effective
  as of thirty (30) days after receipt of such notice).

  
	
   

  	
   

  
	
  Source Code:

  	
  Licensor will deliver a copy of Travelport Classic
  (in both object code and source code forms) to Travelport immediately
  following execution of the Master License Agreement, for distribution to each
  Licensee.

  
	
   

  	
   

  
	
  License Fee/

  Royalty: 

  	
  

  Travelport will pay the Travelport License Fee as set forth in, and in
  accordance with, the procedures set forth in Section 1.3 of the Master
  License Agreement as consideration for, inter  alia, all rights
  granted to it and its Affiliates hereunder. 

  
	
   

  	
   

  
	
  Permitted

  Sublicensing:

  	
  

  Each Licensee may sublicense its rights hereunder to Travelport Classic to
  (a) outsourcers, applications development and maintenance providers and other
  contractors providing products or services for such Licensee or its
  Affiliates, but only for purposes of such persons’ provision of such products
  or services to such Licensee or its Affiliates, (b) such Licensee’s
  Affiliates, without any restriction, and (c) any other Person, without any
  restriction; provided, that, with respect to (c), a Licensee may not
  sublicense Travelport Classic any third party that is not an Affiliate of
  Licensee for any Competitive Use by such third party, unless Licensee
  incorporates or uses Travelport Classic with another

  



 



 13
 









 


	
  

  	
  product or service of such Licensee or one of its
  Affiliates to enhance or improve a product or service thereof (but not to
  provide Travelport Classic to third parties on a stand-alone basis).

  



 



 14















 


SCHEDULE 5 TO


MASTER
LICENSE AGREEMENT


This Schedule is made
pursuant to and governed by the Master License Agreement, dated July 23, 2007,
by and among Galileo International Technology, LLC, Galileo International, LLC,
Orbitz, LLC, ebookers Limited, Donvand Limited, Travelport for Business, Inc.,
Orbitz Development, LLC and Neat Group Corporation (the “Master License
Agreement” or the “Agreement”). 
Capitalized terms used in this Schedule but not defined herein shall
have the respective meanings set forth in the Master License Agreement.


	
  Licensed Items:

  	
  Corporate Agency Reseller, including all APIs and
  web services that Licensor or its Affiliates may develop or implement that
  relate to, or are needed to access or develop Improvements to, the foregoing
  (“CAR”).

  
	
   

  	
   

  
	
  Licensor(s):

  	
  Orbitz Development, LLC

  
	
   

  	
   

  
	
  Licensee(s):

  	
  Galileo International, LLC and Galileo International
  Technology, LLC

  
	
   

  	
   

  
	
  Note:

  	
  Except as noted under the Scope of Use in this
  Schedule 5, all of Licensor’s obligations regarding CAR shall be effective at
  such time as CAR is developed and launched on the Platform (as defined on
  Exhibit G) (the “CAR Launch Date”).

  
	
   

  	
   

  
	
  Scope of Use:

  	
  Each Licensee is hereby granted (a) the right to use
  and distribute CAR (including any Improvements to CAR that Licensors may
  develop) and (b) a worldwide, perpetual, non-exclusive, royalty-free, fully
  paid license to use and otherwise exploit CAR, in both object code and source
  code forms, in each case, solely to provide corporations or other entities
  (either directly or through Licensee’s and their Affiliates’ travel agent
  customers) with corporate travel booking, fulfillment and ancillary services.
  The foregoing rights grants to each Licensee hereunder are a present grant
  made as of the Effective Date.

  
	
   

  	
   

  
	
   

  	
  As more specifically set forth in a white label
  services agreement to be entered into between Licensor and Licensees,
  Licensor will provide (except following, and to the extent of, any release of
  any source code for CAR to Licensees) white label services to each of the
  Licensees, including infrastructure, technology and support and access to web
  services and APIs on terms (including price) no less

  



 



 15
 









 


favorable than those Licensor makes available to any other third-party
white label customer of CAR (“CAR MFN”). 
Following development of CAR, Licensor shall provide reasonable advance
notice to Licensees of Licensor’s ability to begin providing white label
services, and the parties shall negotiate in good faith the terms of such white
label services agreement, such terms to be in accordance with this Schedule 5
and otherwise commercially reasonable in all respects (the “CAR White Label
Agreement”).


All functionality and other capabilities, and all APIs, web services
and other interfaces, comprising or used with CAR that are made available to
any third party shall be made available to Licensees at substantially the same
time as they are first made available to any such third party.  Use of CAR by Licensees shall be without any
restriction except as expressly set forth in this Schedule 5.


If and during such times as CAR is provided by Licensor to any Licensee
on a white label basis, each Licensee will have the right to modify and create
derivate works of CAR through the use of APIs and/or Web services provided by
Licensor.  Following any release of any
source code for CAR to any Licensee, such Licensee will have an unlimited right
to modify and otherwise create Improvements of CAR.  Each Licensee will own any Improvements to
CAR which are acquired or developed by such Licensee from and after the
Effective Date, subject to Licensor’s ownership of the underlying Licensed
Materials.


Subject to and without limiting the paragraph immediately following
this paragraph, upon a Licensee’s request that Licensor modify the APIs and Web
services relating to CAR, and subject to Licensor’s agreement to make such
modifications (not to be unreasonably withheld), Licensor will use commercially
reasonable efforts to develop such modifications; provided, that any requested
development shall be subject to the availability of Licensor’s resources and
Licensor shall not be obligated to develop any such modifications if doing so
would  detract from Licensor’s
business.  Licensor shall charge the
applicable Licensee for such development at rates that are no higher than
Licensor charges any other third-party for similar types of development
services or similar types of modifications.



 16
 









 


	
  

  	
  Licensor shall:  (i)  upon
  a Licensee’s request,  meet with
  such Licensee to discuss such Licensee’s desired requirements and other
  development requests for CAR and, to the extent that such Licensee proposes
  modifications or new functionality for CAR, such Licensee shall be allowed to
  participate in Licensor’s meetings where the requested modifications or new
  functionalities are discussed, (ii) offer all Licensees the opportunity to
  participate in all meetings, committees, focus groups, forums and panels that
  Licensor may organize for users of CAR, (iii) review and evaluate each
  Licensee’s requests for modifications to CAR using the same evaluation and
  prioritization process used for Licensor’s own internal requests for
  modifications to CAR, and shall afford Licensee’s requests with the same
  treatment within such process as is afforded to Licensor’s own requests, and
  (iv) provide each Licensee with all other rights and benefits of “primary”
  and other “preferred” customers of CAR relating to modifications to, and
  other development of, CAR.

  
	
   

  	
   

  
	
   

  	
  Upon the termination of this License Agreement, each
  Licensee shall provide each Licensor with an electronic copy of all
  Improvements to the documentation created by such Licensee for any
  functionality added to CAR by Licensor at such Licensee’s request.  Each Licensee hereby grants to Licensor and
  its Affiliates a worldwide, perpetual, irrevocable, transferable,
  sublicensable, fully paid and royalty-free, non-exclusive license to use and
  otherwise exploit such Improvements without any restriction.

  
	
   

  	
   

  
	
   

  	
  Licensor shall have no obligation to complete the
  initial development of CAR.

  
	
   

  	
   

  
	
  Hosting, Maintenance

  	
   

  
	
  And Support:

  	
  Licensor will provide users of CAR with hosting,
  maintenance (including enhancements, upgrades and updates) and product and
  technology support (pursuant to a service level agreement), at the same scope
  and level as the service levels that Licensor (or its applicable Affiliate)
  provides as of the date of the Master License Agreement to users of
  Travelport Classic or any other corporate agency reseller travel product
  offered by Licensors (to be no less than substantially the same level of
  service as Licensor provides to third parties with respect to CAR, and except
  to the extent that a Licensee elects, and Licensor reasonably can provide,
  higher or lower, service levels to such

  



 



 17
 









 


	
  

  	
  Licensee), and will continue to offer maintenance
  and support services for at least (***) following the CAR Launch Date, and
  may terminate such maintenance and support at any time after such (***)
  period upon at least (***) prior written notice.

  
	
   

  	
   

  
	
   

  	
  In connection with the foregoing support, Licensor will
  make available its APIs and Web services included in CAR, and will reasonably
  support each Licensee’s creation of modifications to and derivative works of
  CAR through the use of such APIs and Web services, including by providing (a)
  full documentation and specifications for such APIs and Web services, (b) any
  support not reasonably obtainable from a third party that is reasonably
  necessary to use such APIs and Web services (such support not to include, for
  the avoidance of doubt, programming of applications for each Licensee) and
  (c) reasonable access to Licensor’s personnel for information regarding such
  APIs and Web services.

  
	
   

  	
   

  
	
   

  	
  The parties shall agree on terms (including the
  annual Maintenance and Support fee) for maintenance and support services at
  that time and, if there are no other customers for which Licensor is
  providing maintenance and support services, then at pricing substantially
  intended to be at Licensor’s cost plus a (***) (subject in each case to the
  CAR MFN). Licensees will have reasonable audit rights of Licensor’s cost to
  provide support. If the parties cannot agree on such terms, including such
  Maintenance and Support fee, such terms will be determined pursuant to
  arbitration, as set forth in Section 6.6(b) of the Agreement.

  
	
   

  	
   

  
	
  Source Code:

  	
  Within sixty (60) days following the Effective Date,
  Licensor and Licensees shall enter into a mutually agreeable escrow agreement
  with a mutually agreeable software escrow agent to implement and maintain a
  software escrow of CAR. Upon final completion of development of CAR, and
  thereafter on an annual basis or, if sooner, after any material change to
  CAR, the Source Code for CAR will be promptly placed into escrow in favor of
  each Licensee. The Licensees shall pay the cost of the foregoing escrow
  arrangements, with each Licensee paying an equal share unless otherwise
  agreed by such Licensees.

  



 



 18
 









 


	
   

  	
  Such escrow agreement shall, in addition to
  terms reasonable and customary for such agreements in similar circumstances,
  provide that the source code to CAR will be released (solely for use as
  permitted by the license granted under this Schedule 5) to a Licensee
  immediately upon such Licensee’s request: (a) if Licensor is not providing
  maintenance or support services in accordance with the CAR MFN to such
  Licensee for any reason (other than due to a termination of the CAR White
  Label Agreement (or this License Agreement if such White Label Agreement is
  not yet in effect) by Licensor for cause or by such Licensee for
  convenience), (b) upon a Release Event with respect to the ultimate parent
  entity of Licensor (or, for the avoidance of doubt, to the extent this License
  Agreement is assigned by Licensor, a Release Event with respect to the
  ultimate parent company of the then-current assignee) or (c) upon termination
  of the CAR White Label Agreement (or this License Agreement if such White
  Label Agreement is not in effect) by such Licensee for cause (such release
  under this clause (c) to be only to such Licensee(s) that terminate the
  applicable agreement). In the event of any release of source code, from
  escrow or directly from Licensor, Licensor will provide reasonable transition
  training and implementation support with respect to such source code, at
  Licensor’s cost plus a reasonable margin. Following such training and
  implementation support, Licensors shall have no further support obligations
  with respect to CAR under this License Agreement.

  
	
   

  	
   

  
	
  License Fee/

  	
   

  
	
  Royalty:

  	
  Travelport will pay the Travelport License Fee as
  set forth in, and in accordance with. the procedure set forth in Section 1.3
  of the Master License Agreement as consideration for, inter  alia,
  all rights granted to it and its Affiliates hereunder; provided, however,
  that each Licensee shall also receive, at no additional cost, any
  modifications, upgrades and enhancements to CAR created by Licensor as of the
  Effective Date and during the (***) following the Effective Date.

  
	
   

  	
   

  
	
  Permitted

  	
   

  
	
  Sublicensing:

  	
  Licensee may sublicense its rights hereunder to CAR
  to (a) outsourcers, applications development and maintenance providers and
  other contractors providing products or services for such Licensee or its
  Affiliates, but only for purposes of such persons’ provision of such products
  or

  



 



 19
 









 


	
  

  	
  services to such Licensee or its Affiliates, (b)
  such Licensee’s Affiliates, without any restriction, (c) to national
  distribution companies and other similar intermediary resellers (such as
  value added resellers that provide non-technology services and do not modify
  CAR) and service providers of Licensee or its Affiliates, and (d) any
  customer or potential customer of Licensee or of its Affiliates or the
  Persons set forth in subsection (c) of this Permitted Sublicensing section.

  
	
   

  	
   

  
	
  Termination:

  	
  The License Grant set forth in this Schedule 5 is
  terminable: (a) by Licensor, with respect to any Licensee, immediately upon
  one (1) material breach of the scope of the license by such Licensee which
  remains uncured for more than (***) following notice thereof, (b) by
  Licensor, with respect to any Licensee, immediately upon more than two (2)
  separate instances of substantially the same material breaches of the scope
  of the license by Licensees over a rolling, (***) period whether or not cured
  by such Licensee, (c) by Licensor, with respect to any Licensee, immediately
  upon more than (***) material breaches of the scope of the license by such
  Licensee over a rolling, (***) period whether or not cured by such Licensee
  or (d) by any Licensee (with respect to such Licensee), upon (***) prior
  written notice to Licensor. Licensor shall be excused from performance under
  this Schedule 5 with respect to a Licensee, to the extent performance is not
  reasonably possible due to such Licensee’s material breach, for such time as
  such material breach is not cured.

  



 



 20















 


SCHEDULE 6 TO


MASTER
LICENSE AGREEMENT


This Schedule is made
pursuant to and governed by the Master License Agreement, dated July 23, 2007,
by and among Galileo International Technology, LLC, Galileo International, LLC,
Orbitz, LLC, ebookers Limited, Donvand Limited, Travelport for Business, Inc.,
Orbitz Development, LLC and Neat Group Corporation (the “Master License
Agreement” or the “Agreement”). 
Capitalized terms used in this Schedule but not defined herein shall
have the respective meanings set forth in the Master License Agreement.


	
  Licensed Items:

  	
  “Supplier Link Technology,” as defined on Exhibit E
  hereto

  
	
   

  	
   

  
	
  Licensor(s):

  	
  Orbitz, LLC

  
	
   

  	
   

  
	
  Licensee(s):

  	
  Galileo International, LLC

  
	
   

  	
   

  
	
  Scope of Use:

  	
  Licensee is hereby granted a worldwide, perpetual,
  exclusive, royalty-free, fully paid license to use and otherwise exploit the
  Supplier Link Technology (in object code and source code format) including,
  for the avoidance of doubt, the Supplier Link Patents, without any
  restriction. Notwithstanding the foregoing exclusivity, Licensor retains the
  non-exclusive, royalty-free, fully paid right to use the Supplier Link
  Technology (in object code and source code format) solely to operate its
  current business of distributing travel products and services over the
  Internet (which use shall not, for the avoidance of doubt, include (x)
  providing third parties (including any travel agency, or vendors thereof) the
  ability to create direct connections to travel industry suppliers or (y)
  creating new, or expanding existing, direct connections between Licensor or
  any of its Affiliates and any travel industry suppliers until after (***)
  except to the extent (A) required to perform Licensor’s obligations under its
  existing Supplier Link Agreements (for the current term of such existing
  agreements, excluding any extensions or renewals that Licensor is not
  required to enter into under the current terms of such agreements), which
  existing agreements are set forth on Attachment B hereto (the “Existing
  Supplier Link Agreements”) and/or (B) as permitted under the GDS Agreement)
  (the “OWW Scope of Use”).

  
	
   

  	
   

  
	
   

  	
  Without limiting the foregoing, the foregoing
  license grant permits Licensee to copy, modify, reproduce, publish, 

  



 



 21
 









 


	
  

  	
  display, create Improvements to, distribute, and/or
  combine or include the Supplier Link Technology with any other products or
  intellectual property and make, use, sell, offer for sale, import and
  otherwise exploit any subject matter under the Supplier Link Patents.
  Licensee will own any Improvements to the Supplier Link Technology which are
  acquired or developed by Licensee from and after the Effective Date, subject
  to Licensor’s ownership of the underlying Licensed Materials.

  
	
   

  	
   

  
	
  Support and

  	
   

  
	
  Maintenance:

  	
  Licensor shall not have any maintenance or support
  obligations to Licensee with respect to the Supplier Link Technology.

  
	
   

  	
   

  
	
  Source Code:

  	
  Licensor will deliver a copy of the Supplier Link
  Technology (in both object code and source code forms) to Licensee within
  thirty (30) days following execution of the Master License Agreement.

  
	
   

  	
   

  
	
  License Fee/

  	
   

  
	
  Royalty:

  	
  Travelport will pay the Travelport License Fee as
  set forth in, and in accordance with, the procedure set forth in Section 1.3
  of the Master License Agreement as consideration for, inter  alia,
  all rights granted to it and its affiliates hereunder.

  
	
   

  	
   

  
	
  Permitted

  	
   

  
	
  Sublicensing

  	
   

  
	
  by Licensee:

  	
  Licensee may sublicense its rights hereunder to the
  Supplier Link Technology to any Person, without any restriction.

  
	
   

  	
   

  
	
  Permitted Licensing

  	
   

  
	
  and Sublicensing

  	
   

  
	
  by Licensor:

  	
  Licensor may license or sublicense the Supplier Link
  Technology to (a) outsourcers, applications development and maintenance
  providers and other contractors providing products or services for Licensor
  or its Affiliates, but only for purposes of such persons’ provision of such
  products or services to Licensor or its Affiliates, (b) such Licensor’s
  Affiliates, for use within the OWW Scope of Use, (c) exercise the ability to
  operate direct connects, to the extent permitted under the GDS Agreement, or
  (d) the extent required to perform Licensor’s obligations under the Existing
  Supplier Link Agreements.

  



 



 22
 









 


	
  

  	
  If Licensor desires to grant a nonexclusive license
  under the Supplier Link Technology to a third party in connection with the
  settlement of an IP Dispute with such third party, Licensor may request that
  Licensee grant to Licensor the right to grant such license to such third
  party, such consent not to be unreasonably withheld; provided, that
  (a) any such license shall explicitly exclude any right to use the Supplier
  Link Technology that is reasonably related to providing travel industry
  direct connections for any third party (including any travel agency, or
  vendors thereof) with respect to any travel supplier and (b) Licensor shall
  (i) assume no liability or obligation in connection with such license, and
  (ii) have no obligation to provide any such consent to a proposed license
  that includes any right to use the Supplier Link Technology that is
  reasonably related to providing travel industry direct connections for any
  third party (including any travel agency, or vendors thereof) with respect to
  any travel supplier.

  
	
   

  	
   

  
	
  Patent Prosecution

  	
   

  
	
  And Maintenance:

  	
  Licensor shall reasonably cooperate with Licensee
  with respect to, and keep Licensee fully informed regarding, the prosecution
  and maintenance of the Supplier Link Patents. Licensor shall not make any
  adverse admissions or reductions of the scope of the patent claims under the
  Supplier Link Patents without Licensee’s prior written consent, such consent
  not to be unreasonably withheld.

  
	
   

  	
   

  
	
   

  	
  If Licensor desires to cease prosecution of, or
  cease paying maintenance fees for, or otherwise not maintain any Supplier
  Link Patent, Licensor shall provide reasonable prior written notice to
  Licensee of such intention to cease maintenance (which notice shall, in any
  event, be given no later than forty-five (45) days prior to the next deadline
  for any action that may be taken with respect to such Supplier Link Patent
  with the applicable patent office), and Licensee shall have the right, but
  not the obligation, to have assigned to it or its successor or designee, as
  directed by Licensee, such Supplier Link Patent to file and/or maintain such
  Supplier Link Patent in its own name or the name of any of its Affiliates
  (subject to a non-exclusive, worldwide, transferable, sublicensable (as set
  forth in the “Permitted Licensing and Sublicensing by Licensor” section,
  above) license grant-back to Licensor solely within the OWW Scope of Use. In
  such event, upon written notice from

  



 



 23
 









 


	
  

  	
  Licensee to Licensor, Licensor shall, and hereby
  does, perpetually and irrevocably assign all right, title and interest
  throughout the world in and to such Supplier Link Patent to Licensee or its
  successor or designee, including the right to sue, counterclaim, and recover
  for past, present, and future infringement of such Supplier Link Patent,
  subject to any licenses or covenants not to sue any third party granted prior
  to the Effective Date and any other licenses or covenants not to sue granted
  following the Effective Date in accordance with this Schedule 6. Licensor
  further agrees to execute all other documents and take all further action reasonably
  requested by Licensee or its successor or designee for it to secure and
  perfect its rights therein.

  
	
   

  	
   

  
	
  Patent

  	
   

  
	
  Enforcement:

  	
  If Licensor or Licensee becomes aware of any
  infringement or other violation of any Supplier Link Materials, it shall
  promptly notify the other party. The Licensor and Licensee shall reasonably
  coordinate their response to any such infringement or other violation, and
  Licensor shall not take any action to sanction or otherwise allow such
  infringement or other violation to continue without the prior written consent
  of Licensee, which consent shall not be unreasonably withheld.

  
	
   

  	
   

  
	
   

  	
  Licensee shall have the first right, but not the
  obligation, to initiate, prosecute or defend, as applicable, and control
  Infringement Actions with respect to any Supplier Link Patent. Should
  Licensee exercise this right, Licensor shall agree, as necessary, to be
  joined as a party to, and shall otherwise cooperate with, such Infringement
  Actions; provided, that Licensee shall reimburse Licensor’s reasonable
  costs in connection with such joining or cooperation. Licensor shall not
  settle or compromise an Infringement Action without the prior written consent
  of Licensee, which consent shall be at Licensee’s reasonable discretion.

  
	
   

  	
   

  
	
   

  	
  If Licensee does not intend to initiate, prosecute
  or defend against, or elects to abandon any such initiation, prosecution or
  defense against, any such Infringement Action, Licensee shall promptly
  provide reasonable prior written notice to Licensor of such intention,
  prosecution or defense (which notice shall, in any event, be given no later
  than the earlier of (i) sixty (60) days prior to the next

  



 



 24
 









 


	
  

  	
  deadline for any such assertion, action, suit or
  proceeding and (ii) sixty (60) days following the date on which Licensee
  became aware of the basis for any such Infringement Action). In such
  instances, or if Licensee either (1) does not initiate, prosecute or defend
  against any such Infringement Action within sixty (60) days after having
  notice of the basis for any such Infringement Action, or (2) abandons any
  such Infringement Action, Licensor shall have the right, but not the
  obligation, to initiate and/or assume the prosecution or defense, as
  applicable, and control, at its own expense, of any such Infringement Action;
  provided, that, within ten (10) days after written notice to Licensee
  by Licensor of their intention to bring or maintain such Infringement Action,
  Licensee does not bring or maintain such Infringement Action.

  
	
   

  	
   

  
	
   

  	
  The party that prosecutes or defends, as applicable,
  an Infringement Action shall be entitled to keep all proceeds arising from
  any such Infringement Action and any settlements or compromises thereof until
  such Party has recovered all costs incurred in connection with such assertion,
  action, suit or proceeding, and thereafter, the other party shall be
  permitted to recoup its costs incurred in connection with such assertion,
  action, suit or proceeding from any such proceeds, and any remaining such
  proceeds shall be split equally between Licensor and Licensee.

  
	
   

  	
   

  
	
   

  	
  Licensor and Licensees shall keep each other
  reasonably informed regarding the prosecution and maintenance of, and
  Infringement Actions with respect to, the Supplier Link Patents and cooperate
  with each other in good faith in connection with all matter relating thereto,
  including the negotiation of settlements or compromises of such Infringement
  Actions (including granting licenses, covenants not to sue and any other
  rights with respect to the Supplier Link Patents to third parties); provided,
  that Licensor shall not settle or compromise any such Infringement Action
  without Licensee’s prior written consent, which consent shall be at
  Licensee’s discretion.

  
	
   

  	
   

  
	
   

  	
  To the extent that any Supplier Link Patents are
  assigned to Licensee, references to “Licensee” in the foregoing Patent
  Enforcement sections shall remain references to Galileo International, LLC,
  and references to “Licensor” in the

  



 



 25
 









 


	
  

  	
  foregoing Patent Enforcement sections shall remain
  references to Orbitz, LLC.

  
	
   

  	
   

  
	
  Certain Breaches:

  	
  If Licensor (i) grants any license or sublicense to
  the Supplier Link Technology that is not permitted under the “Permitted
  Licensing and Sublicensing by Licensor” section (an “Out of Scope License
  or Sublicense”), or (ii) breaches its obligation to obtain Licensee’s
  consent to any adverse admissions or reductions of the scope of the patent
  claims under the Supplier Link Patents under the “Patent Prosecution and
  Maintenance” section, then Section 4.4 of the Agreement shall not apply to
  Licensor’s damages in connection with such license or sublicense.

  
	
   

  	
   

  
	
  Other:

  	
  Licensee shall comply fully with all applicable
  regulations of the United States Department of Commerce and with the United
  States Export Administration Act, including all relevant export laws, to
  assure that the Supplier Link Technology is not exported, directly or
  indirection, in violation of United States law. Licensee shall bear all costs
  associated with such compliance.

  



 



 26















 


SCHEDULE 7 TO


MASTER
LICENSE AGREEMENT


This Schedule is made
pursuant to and governed by the Master License Agreement, dated July 23, 2007,
by and among Galileo International Technology, LLC, Galileo International, LLC,
Orbitz, LLC, ebookers Limited, Donvand Limited, Travelport for Business, Inc.,
Orbitz Development, LLC and Neat Group Corporation (the “Master License
Agreement” or the “Agreement”). 
Capitalized terms used in this Schedule but not defined herein shall
have the respective meanings set forth in the Master License Agreement.


	
   

  	
  Licensed Items:

  	
  Global Platform Back End Technology, as further
  defined on Exhibit G hereto, including all APIs and web services that
  Licensor or its Affiliates may develop or implement that relate to, or are
  needed to access or develop Improvements to, the foregoing (“Back End
  Technology”).

  
	
   

  	
   

  	
   

  
	
   

  	
  Licensor(s):

  	
  Orbitz Development, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  Licensee(s):

  	
  Galileo International, LLC and Galileo International
  Technology, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  Note:

  	
  Except for the escrow obligations described below,
  all of Licensor’s obligations regarding the Back End Technology shall become
  effective at such time as such Back End Technology is deployed by Licensor
  for use by its customers, suppliers or other users (the “Back End Launch
  Date”). After Licensor deploys any portion of the Back End Technology for its
  customers, suppliers or other users, Licensor shall promptly make such
  portion of the Back End Technology available to Licensees as a hosted or
  licensed solution, as described below.

  
	
   

  	
   

  	
   

  
	
   

  	
  Scope of Use:

  	
  Each Licensee is hereby granted a worldwide,
  perpetual, non-exclusive, royalty-free, fully paid license to use and
  otherwise exploit the Back End Technology (including any Improvements to the
  Back End Technology that Licensors may develop), in both object code and
  source code forms, for use in connection with supplier link or other travel
  industry direct connections. The Back End Technology will be hosted by
  Licensor for Licensee’s use and made accessible through APIs and Web services,
  except following any release of any source code for the Back End Technology
  to Licensees. All functionality and other capabilities, and all APIs, web
  services and other 

  
	
   

  	
   

  	
   

  




 27
 









 


	
  

  	
   

  	
  interfaces, comprising or used with the Back End
  Technology that are made available to any third party shall be made available
  to Licensees at substantially the same time as they are first made available
  to any such third party. Use of the Back End Technology by Licensees shall be
  without any restriction except as expressly set forth in this Schedule 7. The
  foregoing rights grants to each Licensee hereunder are a present grant made
  as of the Effective Date.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If and during such times as the Back End Technology
  is hosted by Licensor, each Licensee will have the right to modify and create
  derivate works of the hosted Back End Technology through the use of APIs
  and/or Web services provided by Licensor. Following any release of any source
  code for the Back End Technology to any Licensee, such Licensee will have an
  unlimited right to modify and otherwise create Improvements of the Back End
  Technology. Each Licensee will own any Improvements to the Back End
  Technology which are acquired or developed by such Licensee from and after
  the Effective Date, subject to Licensor’s ownership of the underlying
  Licensed Materials.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Subject to and without limiting the paragraph
  immediately following this paragraph, upon a Licensee’s request that Licensor
  modify the APIs and Web services relating to the Back End Technology, and
  subject to Licensor’s agreement to make such modifications (not to be
  unreasonably withheld), Licensor will use commercially reasonable efforts to
  develop such modifications; provided, that any requested development
  shall be subject to the availability of Licensor’s resources and Licensor
  shall not be obligated to develop any such modifications if doing so would
  detract from Licensor’s business. Licensor shall charge the applicable
  Licensee for such development at rates that are (***)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Licensor shall: (i) upon a Licensee’s request, meet
  with such Licensee to discuss such Licensee’s desired requirements and other
  development requests for the Back End Technology and, to the extent that such
  Licensee proposes modifications or new functionality for the Back End
  Technology, such Licensee shall be allowed to participate in Licensor’s
  meetings where the requested 

  
	
   

  	
   

  	
   

  




 28
 









 


	
  

  	
   

  	
  modifications or new functionalities are discussed,
  (ii) offer all Licensees the opportunity to participate in all meetings,
  committees, focus groups, forums and panels that Licensor may organize for
  users of the Back End Technology, (iii) review and evaluate each Licensee’s
  requests for modifications to the Back End Technology using the same
  evaluation and prioritization process used for Licensor’s own internal
  requests for modifications to the Back End Technology, and shall afford
  Licensee’s requests with the same treatment within such process as is
  afforded to Licensor’s own requests, and (iv) provide each Licensee with all
  other rights and benefits of “primary” and other “preferred” customers of the
  Back End Technology relating to modifications to, and other development of,
  the Back End Technology.

  
	
   

  	
   

  	
   

  
	
   

  	
  Hosting, Support

  	
   

  	
   

  	
   

  
	
   

  	
  and Maintenance:

  	
  Upon Licensees’ request, Licensor will provide
  Licensees with hosting, support and maintenance services with respect to the
  Back End Technology. These services will be subject to reasonable SLAs, with
  the principle of such SLAs being substantially the same scope and level of
  service as Licensor (or its applicable Affiliate) provides to third parties
  with respect to the Back End Technology, and except to the extent that a
  Licensee elects, and Licensor reasonably can provide, higher or lower,
  service levels to such Licensee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In connection with the foregoing support, Licensor will
  make available its APIs and Web services included in the Back End Technology,
  and will reasonably support each Licensee’s creation of modifications to and
  derivative works of the Back End Technology through the use of such APIs and
  Web services, including by providing (a) full documentation and specifications
  for such APIs and Web services, (b) any support not reasonably obtainable
  from a third party that is reasonably necessary to use such APIs and Web
  services (such support not to include, for the avoidance of doubt,
  programming of applications for each Licensee) and (c) reasonable access to
  Licensor’s personnel for information regarding such APIs and Web services.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Following development of the Back End Technology,
  Licensor shall provide reasonable advance notice to Licensees of Licensor’s
  ability to begin providing hosting, 

  
	
   

  	
   

  	
   

  




 29
 









 


	
  

  	
   

  	
  support and maintenance services with respect to the
  Back End Technology, and the parties shall negotiate in good faith the terms
  of such services.

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
  The parties shall agree on terms (including the
  annual Maintenance and Support fee) for maintenance and support services at
  that time and, if there are no other customers for which Licensor is
  providing maintenance and support services, then at pricing substantially
  intended to be at Licensor’s cost plus a (***) (in each case, which terms
  shall be no less favorable than those Licensor makes available to any other
  Person (the “Back End MFN”)). Licensees will have reasonable audit rights of
  Licensor’s cost to provide support. If the parties cannot agree on such
  terms, including such Maintenance and Support fee, such terms will be
  determined pursuant to arbitration, as set forth in Section 6.6(b) of the
  Agreement .

  
	
   

  	
   

  	
   

  
	
   

  	
  Source Code:

  	
  Within sixty (60) days following the Effective Date,
  Licensor and Licensees shall enter into a mutually agreeable escrow agreement
  with a mutually agreeable software escrow agent to implement and maintain a
  software escrow of the Back End Technology. Upon final completion of all development
  of the Back End Technology (currently anticipated for Q4 of 2008), and
  thereafter on an annual basis or, if sooner, after any material change to the
  Back End Technology, the Source Code for the Back End Technology will be
  promptly placed into escrow in favor of each Licensee. The Licensees shall
  pay the cost of the foregoing escrow arrangements, with each Licensee paying
  an equal share unless otherwise agreed by such Licensees.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For purposes of this Schedule 7 only, “Source
  Code” shall mean all code written in human readable computer programming
  language (and related interpreters and/or compilers) that are required to
  convert to object code (computer-executable form) software that supports the
  APIs and Web Services published and provides the functionality and services
  described by such APIs and Web Services and all related design documentation
  (e.g., flowcharts, architectural diagrams, specifications, etc.). For
  clarity, Source Code that is not used by the APIs and/or Web Services will
  not be deposited in escrow, as distribution of such code will not be
  necessary for Travelport to continue using the source code as permitted by
  this agreement. No Source Code related to the front-end (i.e., the
  look and feel and user interface for all of 

  
	
   

  	
   

  	
   

  




 30
 









 


	
  

  	
   

  	
  Licensors’ web sites or client’s web or online
  artifacts) will be part of any source code distribution, regardless of the
  availability of APIs and/or Web Services as access points. “Source Code” does
  not include any object code, databases, customer data of Licensors or any
  source code or software licensed from third parties.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Such escrow agreement shall, in addition to terms
  reasonable and customary for such agreements in similar circumstances,
  provide that the source code to the Back End Technology will be released
  (solely for use as permitted by the license granted under this Schedule 7) to
  a Licensee immediately upon such Licensee’s request: (a) if Licensor is not
  providing hosting, maintenance or support services to Licensees for any
  reason in accordance with the Back End MFN (other than due to a termination
  of the agreement between Licensor and Licensee with respect to the Back End
  Technology (or this License Agreement if such agreement is not yet in effect)
  by Licensor for cause or by such Licensee for convenience), (b) upon a
  Release Event with respect to the ultimate parent entity of Licensor (or, for
  the avoidance of doubt, to the extent this License Agreement is assigned by
  Licensor, a Release Event with respect to the ultimate parent company of the
  then-current assignee) or (c) upon termination of the agreement between
  Licensor and Licensee with respect to the Back End Technology (or this
  License Agreement if such agreement is not in effect) by such Licensee for
  cause (such release under this clause (c) to be only to such Licensee(s) that
  terminate the applicable agreement). In the event of any release of source
  code, from escrow or directly from Licensor, Licensor will provide reasonable
  transition training and implementation support with respect to such source
  code, at Licensor’s cost plus a reasonable margin. Following such training
  and implementation support, Licensors shall have no further support
  obligations with respect to the Back End Technology under this License
  Agreement.

  
	
   

  	
   

  	
   

  
	
   

  	
  License Fee/

  	
   

  	
   

  	
   

  
	
   

  	
  Royalty:

  	
  Travelport will pay the Travelport License Fee as
  set forth in, and in accordance with, the procedure set forth in Section 1.3
  of the Master License Agreement as consideration for, inter  alia,
  all rights granted to it and its Affiliates hereunder; provided, however,
  that each Licensee shall also receive, at (***) cost, any modification, 

  
	
   

  	
   

  	
   

  




 31
 









 


	
  

  	
   

  	
  upgrades and enhancements to the Back End Technology
  created by Licensor as of the Effective Date and during the (***) following
  the Effective Date.

  
	
   

  	
   

  	
   

  
	
   

  	
  Permitted

  	
   

  	
   

  	
   

  
	
   

  	
  Sublicensing:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Each Licensee may sublicense its rights hereunder to
  the Back End Technology to (a) outsourcers, applications development and
  maintenance providers and other contractors providing products or services
  for such Licensee or its Affiliates, but only for purposes of such persons’
  provision of such products or services to such Licensee or its Affiliates,
  (b) such Licensee’s Affiliates, without any restriction, and (c) any other
  Person, without any restriction.

  
	
   

  	
   

  	
   

  
	
   

  	
  Termination:

  	
  The License Grant set forth in this Schedule 7 is
  terminable: (a) by Licensor, with respect to any Licensee, immediately upon
  one (1) material breach of the scope of the license by such Licensee which
  remains uncured for more than 45 days following notice thereof, (b) by
  Licensor, with respect to any Licensee, immediately upon more than (***)
  separate instances of substantially the same material breaches of the scope
  of the license by such Licensee over a rolling, (***) period whether or not
  cured by Licensees, (c) by Licensor, with respect to any Licensee,
  immediately upon more than (***) material breaches of the scope of the
  license by such Licensee over a rolling, (***) period whether or not cured by
  such Licensee or (d) by any Licensee (with respect to such Licensee), upon (***)
  prior written notice to Licensor. Licensor shall be excused from performance
  under this Schedule 7 to the extent not reasonably possible due to such
  Licensee’s material breach, for such time as such material breach is not
  cured.

  



 



 32















SCHEDULE 8 TO


MASTER
LICENSE AGREEMENT


This Schedule is made
pursuant to and governed by the Master License Agreement, dated July 23, 2007,
by and among Galileo International Technology, LLC, Galileo International, LLC,
Orbitz, LLC, ebookers Limited, Donvand Limited, Travelport for Business, Inc.,
Orbitz Development, LLC and Neat Group Corporation (the “Master License
Agreement” or the “Agreement”). 
Capitalized terms used in this Schedule but not defined herein shall
have the respective meanings set forth in the Master License Agreement.


	
   

  	
  Licensed Items:

  	
  Neat Dynamic Packaging technology (“Neat
  Technology”), as further defined on Exhibit F hereto.

  
	
   

  	
   

  	
   

  
	
   

  	
  Licensor(s):

  	
  Neat Group Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  Licensee(s):

  	
  Galileo International, LLC and Galileo International
  Technology, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  Scope of Use:

  	
  Each Licensee is hereby granted a worldwide,
  perpetual, non-exclusive, royalty-free, fully paid license to use and
  otherwise exploit the Neat Technology, in both object code and source code forms,
  without any restriction except as expressly set forth in this Schedule 8.
  Licensees will own any Improvements to the Neat Technology which are acquired
  or developed by Licensees after execution of the Master License Agreement. Without
  limiting the foregoing, the foregoing license grant permits each Licensee to
  copy, modify, reproduce, publish, display, create Improvements to,
  distribute, and/or combine or include the Neat Technology with any other
  products or intellectual property. Each Licensee will own any Improvements to
  the Neat Technology which are acquired or developed by such Licensee from and
  after the Effective Date, subject to Licensor’s ownership of the underlying
  Licensed Materials.

  
	
   

  	
   

  	
   

  
	
   

  	
  Support and

  	
   

  	
   

  
	
   

  	
  Maintenance:

  	
  Licensor will, upon Licensees’ request, provide
  Licensees with reasonable support (i.e. a service level agreement) on
  commercially reasonable terms, for the Neat Technology for up to (***)
  (support to be terminable on (***) notice following such (***) term).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The parties shall agree on terms (including the
  annual Maintenance and Support fee) for maintenance and support 

  



 



 33
 









 


	
  

  	
   

  	
  services at that time and, if there are no other
  customers for which Licensor is providing maintenance and support services,
  then at pricing substantially intended to be at Licensor’s cost plus a (***)
  (in each case, which terms shall be no less favorable than those Licensor
  makes available to any other Person. Licensees will have reasonable audit
  rights of Licensor’s cost to provide support. If the parties cannot agree on
  the Maintenance and Support fee, the fee will be determined through
  arbitration.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The parties acknowledge that, at such time as
  Licensors are no longer (a) providing support for any users of the Neat
  Technology or (b) obligated to provide support to any users of the Neat
  Technology, the incremental cost of continuing to provide support to
  Licensees may be higher. If Licensees elect not to pay such higher costs,
  Licensors will no longer be obligated to provide such support.

  
	
   

  	
   

  	
   

  
	
   

  	
  License Fee/

  	
   

  
	
   

  	
  Royalty:

  	
  Travelport will pay the a Travelport License Fee as
  set forth in, and in accordance with, the procedure set forth in Section 1.3
  of the Master License Agreement as consideration for, inter  alia,
  all rights granted to it and its Affiliates hereunder.

  
	
   

  	
   

  	
   

  
	
   

  	
  Permitted

  	
   

  
	
   

  	
  Sublicensing:

  	
  Each Licensee may sublicense its rights hereunder to
  the Neat Technology to (a) outsourcers, applications development and
  maintenance providers and other contractors providing products or services
  for such Licensee or its Affiliates, but only for purposes of such persons’
  provision of such products or services to such Licensee or its Affiliates,
  (b) such Licensee’s Affiliates, without any restriction, and (c) any other
  Person, without any restriction; provided, that, with respect to (c),
  a Licensee may not sublicense the Neat Technology to any third party that is
  not an Affiliate of Licensee for any Competitive Use by such third party,
  unless Licensee incorporates or uses the Neat Technology with another product
  or service of such Licensee or one of its Affiliates to enhance or improve a
  product or service thereof (but not to provide the Neat Technology to third
  parties on a stand-alone basis).

  



 



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SCHEDULE 9 TO


MASTER
LICENSE AGREEMENT


This Schedule is made
pursuant to and governed by the Master License Agreement, dated July 23, 2007,
by and among Galileo International Technology, LLC, Galileo International, LLC,
Orbitz, LLC, ebookers Limited, Donvand Limited, Travelport for Business, Inc.,
Orbitz Development, LLC and Neat Group Corporation (the “Master License
Agreement” or the “Agreement”). 
Capitalized terms used in this Schedule but not defined herein shall
have the respective meanings set forth in the Master License Agreement.


	
   

  	
  Licensed Items:

  	
  The “Travelport for Business” name (“TP Name”)

  
	
   

  	
   

  	
   

  
	
   

  	
  Licensor(s):

  	
  Travelport Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  Licensee(s):

  	
  Travelport for Business, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  Scope of Use:

  	
  Licensor will grant Licensee a non-exclusive license
  to use the TP Name in connection with Licensee’s “Travelport for Business”
  product and entity name, as used by Licensee in the conduct of its business
  immediately prior to the Effective Date for a duration of: (a) if Licensor or
  one of its Affiliates completes (***) or (b) if Licensor or one of its
  Affiliates does not complete (***) (***) following the Effective Date; provided,
  that, at anytime following the second anniversary of the Effective Date,
  Licensor may terminate the foregoing license upon reasonable advance notice
  to Licensee, and Licensor shall reimburse Licensee for its reasonable costs
  of replacing stationery and marketing materials incurred as a result of such
  termination.

  
	
   

  	
   

  	
   

  
	
   

  	
  Maintenance

  	
   

  
	
   

  	
  And Support:

  	
  Not applicable.

  
	
   

  	
   

  	
   

  
	
   

  	
  License Fee/

  	
   

  
	
   

  	
  Royalty:

  	
  An Orbitz Party will pay the Orbitz License Fee as
  set forth in, and in accordance with, the procedure set forth in Section 1.3
  of the Master License Agreement as consideration for, inter  alia,
  all rights granted to it and its Affiliates hereunder.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 



 35
 









 


	
  

  	
  Permitted

  	
   

  
	
   

  	
  Sublicensing:

  	
  Licensee may sublicense its rights hereunder to the
  TP Name to Licensee’s Affiliates who market or sell products using the TP
  Name.

  
	
   

  	
   

  	
   

  
	
   

  	
  Quality

  	
   

  
	
   

  	
  Control:

  	
  The TP Name may be used only (i) in substantially
  the same manner, and for the same products and services, as the TP Name was
  used in the conduct of Licensee’s business as of the Effective Date and (ii)
  in combination or in conjunction with the same other logos, designs, symbols
  and trademarks or modifying words or terms as were used with the TP Name in
  the conduct of Licensee’s business immediately prior to the Effective Date.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Licensee hereby covenants that it (i) shall comply
  with (1) Licensor’s quality control and usage guidelines generally applied by
  Licensor to the TP Name, and (2) all applicable laws, rules, and regulations
  in connection with its use of the TP Name; and (ii) shall not, subject to
  Licensee’s rights under the “Scope of Use” section above, (1) take any action
  that would jeopardize or impair Licensor’s ownership of the TP Name, or the
  TP Name’s legality and/or enforceability, (2) take any action that would
  disparage or diminish the goodwill, reputation, or value of the TP Name, (3)
  either directly or indirectly, apply for the registration of the TP Name or
  any variation thereon, or any trademark, service mark, corporate name,
  symbol, word, or Internet domain name which contains or is similar to, the TP
  Name.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Licensor shall have the right to review the manner
  in which Licensee uses the TP Name, including the right to periodically
  promptly receive samples from Licensee of materials on which Licensee uses
  the TP Name.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Licensee acknowledges and agrees that its use of the
  TP Name under this Schedule shall inure to the benefit of Licensor, and this
  Schedule 9 does not confer on Licensee any goodwill or ownership interest in
  the TP Name.

  
	
   

  	
   

  	
   

  
	
   

  	
  Termination:

  	
  If Licensor determines, in its reasonable, good
  faith discretion, that Licensee has failed to comply with the quality control
  provisions of this Schedule 9, Licensor shall have the right to terminate its
  license to Licensee of the TP Name, if Licensee has failed to cure such
  non-compliance within thirty (30) days after written notice thereof. The
  foregoing termination right shall be without prejudice to 

  



 



 36
 









 


	
  

  	
  any rights of Licensor to obtain any temporary
  restraining order, preliminary injunction or other temporary relief. Any
  dispute regarding Licensor’s right to exercise the foregoing termination
  right shall be resolved pursuant to arbitration, as set forth in Section
  6.6(b) of the Agreement.

  
	
   

  	
   

  
	
   

  	
  Upon the expiration of the license granted under
  this Schedule 9, or earlier termination of this License Agreement for any
  reason, Licensee shall immediately discontinue using the TP Name or any
  portion thereof or any name or mark similar thereto and remove the TP Name or
  any portion thereof or any name or mark similar thereto from all signage,
  fixtures, web sites, user interfaces, documents (whether in written,
  electronic, or other form) and other materials and media in Licensee’s
  possession or control; provided, that the foregoing shall not prohibit
  Licensee from making any legal fair use of the TP Name (including factual
  references to prior affiliations and entity names).

  



 



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