Exhibit 10.28


 


MAINTENANCE, DATA AND OPERATIONS SERVICE LEVEL AGREEMENT


 


MAINTENANCE, DATA AND OPERATIONS
SERVICE LEVEL AGREEMENT (“Agreement”)
entered into as of the 3rd day of October, 2002 by and between ITA
Software, Inc. (“ITA”) and Galileo International, L.L.C.
(“Galileo”).


 


1.                   Introduction


 


This Maintenance, Data and Operations
Service Level Agreement covers standards for the provision of maintenance, data
and data management and support, and operations by ITA to Galileo, in
connection with that certain Software License Agreement dated as of October 3,
2002 between Galileo and ITA (the “License Agreement”).  Capitalized
terms used but not defined herein will have the meaning ascribed thereto in the
License Agreement.


 


In accordance with the License Agreement, ITA has
granted to Galileo a license to use the Licensed Software to search, select,
generate, sort and price air fares and determine seat availability, in order to
provide travel planning and related services.  ITA maintains its data center in the Exodus
Communications facility in Waltham, Massachusetts and the WorldCom facility in Billerica, Massachusetts, and may
establish alternate or additional data centers. 
ITA will operate the Licensed Software at
its locations in Waltham and Billerica, Massachusetts (collectively, the “Data Center”, which shall include any other location to
which ITA may, upon at least 90 days’ prior written notice to and consultation
with Galileo, move its data center in the future).  To support Galileo, ITA will: (i)
provide maintenance and support for the Licensed Software, pursuant to Section
2 of this Agreement (“Maintenance Services”),
(ii) provide data and data support relating to the Licensed Software, pursuant
to Section 3 of this Agreement (“Data Services”)
and (iii) operate the Licensed Software, pursuant to Section 4 of this
Agreement (“Operations Services”).


 


2.                   Maintenance
Services


 


2.1          Scope
of Services


 


(a) The following are the Maintenance
Services that will be provided by ITA in connection with the Licensed Software:


 


ITA shall:


 


(i)
          develop
and provide corrections, changes, or workarounds (“Corrections”)
for any defects, errors, or malfunctions in the Licensed Software, discovered
by, or made known to, Galileo or ITA; provided that “Corrections” shall not include
development comprised within the definition of Customization contained in
paragraph (c) below;


 


(ii)
       provide
Galileo with all improvements, modifications and enhancements (other than
Customization, third party customizations, and improvements, modifications or


 


 


PORTIONS OF THIS EXHIBIT MARKED BY AN
(***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


 


 


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enhancements
which are developed by ITA for the exclusive use by its other customers and
which ITA does not have the right to license)  to
the Licensed Software which ITA shall make or acquire from time to time and
which ITA makes available to its licensees generally; provided, however, that
Galileo and ITA acknowledge that ITA does not presently develop software
comprising functionality or features for the exclusive use of individual
customers; and


 


(iii)
    provide
Galileo with any upgrade releases (“Upgrade Releases”)
to the Licensed Software, which ITA makes available to its licensees generally;
provided, however, that if any Upgrade Release contains significant new or
improved functionalities (including functionalities that may constitute changes
in industry-standard practices and/or data formats but the absence of which
does not prevent the Licensed Software from functioning as specified in the
License Agreement), ITA shall have the right to make such Upgrade Release
available to Galileo only upon the payment of additional license fees, or upon
such other terms, as ITA requires of its licensees generally therefor; provided
that in the event the effective price is lower, or the other terms are more
favorable, than those pursuant to which ITA offers such Upgrade Release to any
other licensee (provided that such price and terms shall be considered as a
whole), ITA shall reduce the price to be charged to Galileo and/or revise the
terms such that, considered as a whole, they are at least as favorable as that
granted to such other ITA licensee.


 


(b) In the event that changes in industry-standard
practices and/or data formats (such as ATPCO file formats, ATPCO processing,
SSIM schedule formats and government or IATA mandates regarding taxes and
passenger facility charges (PFCs)) prevent the Licensed Software from
functioning as specified in the License Agreement, ITA shall, without charge to
Galileo, deliver updates to the Licensed Software to permit operation of the
Licensed Software in a manner equal to the functionality described in the
License Agreement.  Such updates will be
considered “Improvements” for the purposes of this Section 2, and ITA shall
effect such Improvements to the Licensed Software within a reasonable time
prior to the effective date of such industry change so that such Improvements
may be implemented no later than the effective date of such change.


 


(c) When an Upgrade Release is available, ITA will
make available to Galileo a server (and any other necessary equipment) with
such Upgrade Release for testing by Galileo, and will notify Galileo
thereof.  Galileo will inform ITA, within
60 days of such notice from ITA, of its completion of any testing of such
Upgrade Release and direct ITA as to whether or not to implement such Upgrade
Release in the production version of the Licensed Software operated by ITA on
behalf of Galileo.  Galileo’s failure so
to direct ITA within 90 days after receipt of notice from ITA regarding the
availability of such Upgrade Release shall eliminate ITA’s obligation to
provide Maintenance Services until such Upgrade Release is implemented, unless
(i) Galileo has identified material defects, errors, or malfunctions in the
Licensed Software caused by such Upgrade Release; or (ii) the version of the
Licensed Software operated on behalf of Galileo is not more than one release
older than the then-current version.  If,
as contemplated by Section 2.1(a)(iii) above, ITA has made an Upgrade Release
available to Galileo which includes significant new or improved functionalities
subject to an additional charge which (when


 


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considered in the aggregate with any other charges
previously applied to other new or improved functionalities) exceeds (***) per
year, and if Galileo elects not to accept such new or improved functionalities,
then ITA will continue to make available to Galileo for the remainder of the
initial term, pursuant to the process described in the first two sentences of
this paragraph (c), Upgrade Releases that do not include such new or improved
functionalities, as well as Maintenance Services with respect to such Upgrade
Releases.


 


(d)
Subject to the provisions of, and upon the conditions set forth in, Section
3(a) of the License Agreement, in the event Galileo wishes ITA to perform
Customization (as defined below) of the Licensed Software, ITA will present
Galileo with a proposed Statement of Work (SOW) containing a description of the
services that ITA estimates will be required to perform such Enhancements or
Customization, and the cost thereof. 
Such cost will be computed based on a rate for software developers of
(***) per hour (or such lower rate as may be charged pursuant to the provisions
of Section 6(c) of the License Agreement), as well as out-of-pocket expenses
incurred.  “Customization”
means the addition of features, or other changes, to the Licensed Software,
that are requested by Galileo to conform the Licensed Software to its specific
needs, policies, practices and/or operating environment.


 


(e) ITA will provide Galileo, at no additional
cost, with any revisions to the existing Documentation developed or necessary
to reflect all Corrections, Improvements, Customization or Upgrade Releases for
the Licensed Software.


 


(f) All computer programs delivered
pursuant to the Maintenance Services shall, unless otherwise agreed, be
considered “Licensed Software” and subject to all the terms and conditions of
the License Agreement.


 


(g) ITA currently provides between three
and four Upgrade Releases per year.  ITA
will not materially change its release schedule without prior notification to
and consultation with Galileo.  ITA will
at all times provide Maintenance Services for at least the current and one (1)
previous Upgrade Release of the Licensed Software; provided, however, that in
the case of Improvements delivered pursuant to paragraph (b), ITA will not be
obligated to provide Maintenance Services with respect to any prior Upgrade
Release which does not incorporate the industry changes comprised in such
Improvements.


 


(h) ITA
shall provide Maintenance Services directly to Galileo but not to Online
Users or Offline Travel Agents.


 


(i) 
ITA shall provide Maintenance Services to Galileo in a manner that is at
least pari passu with the Maintenance Services ITA provides to its other
licensees.


 


2.2          Maintenance


 


ITA shall maintain a technical support
entry point in Massachusetts, identified by a dedicated phone number and e-mail
address, which will be staffed by knowledgeable ITA employees capable of
providing technical assistance regarding the Licensed Software, its
functionality, databases, operations, utilities and supporting documentation.
Such telephone or e-mail


 


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assistance will be available to Galileo
on a daily basis during regular working hours (9:00 a.m. to 6:00 p.m. Eastern
time Monday through Friday) for non-emergency problems (as defined in Section
5.1) and on a “24/7” (365 days per year) basis for emergency problems.  This technical support entry point will also
coordinate problem resolution and keep Galileo apprised of efforts to remedy
any problem situation until complete restoration of the service.  First line of support will be Galileo’s Help
Desk, which will contact and escalate problems to ITA when necessary.


 


3.                   Data
Services


 


3.1          Scope
of Services


 


(a) ITA manages data feeds for schedule and faring
data and provides such data to the Licensed Software.  ITA currently receives fare data from Airline
Tariff Publishing Company (“ATPCO”),
schedule data from OAG Worldwide, Inc. (“OAG”) and
certain industry data from the International Air Transport Association (“IATA”).  ITA also
receives availability data through the Worldspan GDS (“Worldspan”)
and maintains an availability cache for the purpose of providing availability
data to its licensees.  Subject to the
conditions set forth in Section 3.2(c), ITA may receive availability data from
other sources, and may substitute such availability data for availability data
from Worldspan.  In addition, ITA may
receive seat availability information from Galileo and may process such
availability data for use with the Licensed Software.  The parties will consult with each other as
to the feasibility of substituting, when appropriate, Galileo availability data
for Worldspan or other availability in the cache that ITA provides to Galileo
hereunder.


 


(b) The operation of the Data Center (including all
software running in such facilities) is the sole responsibility of ITA.


 


(c) As part of the data management services provided
hereunder, ITA will (i) receive and manage availability data from Worldspan,
Galileo or other sources, as applicable, (ii) receive and manage downloads of
fare, schedule and industry data from ATPCO, OAG and IATA, respectively (or in
each case from such other commercially reasonable industry accepted sources as
ITA may reasonably determine), (iii) when and if available, receive and process
fare data from SITA with respect to its carriers (provided that the ability to
process SITA fare data may be considered a significant new or improved
functionality, governed by the provisions of 
Section 2.1(a)(iii) above), (iv) process such data described in clauses
(i), (ii) and (iii) such that it is in a form suitable for use with the
Licensed Software, and (v) provide such availability, fare, schedule and
industry data to the Licensed Software. 
ITA shall provide utilities to receive and manage downloads of fare,
schedule, and industry data from Galileo. 
All fare, schedule, industry and availability data received from third
parties is collectively referred to as “Licensed Data”;
and ATPCO, OAG, IATA, Worldspan, SITA and any other parties from which Licensed
Data is obtained, are referred to as “Data Providers”.  ATPCO fare data is presently received three
times per day; OAG schedule data is presently received two to three times per
week; IATA data is received regularly; and availability data will be received
on a continuous basis.


 


(d)  If so
requested by Galileo, ITA will produce a Statement of Work, pursuant to Section
3(a) of the License Agreement, for the receipt and management of schedule, fare
and/or industry data


 


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directly from Galileo. 
Such SOW will include determination of the feasibility of receiving such
data from Galileo and will also set forth any resulting modifications to the
cost and other provisions of this Agreement related to such data.  In the event Galileo proceeds with such SOW,
then ITA will receive schedule, fare and/or industry data directly from Galileo
rather than from OAG, ATPCO and/or IATA, as the case may be.


 


(e) It is a condition of ITA’s providing Licensed Data
and data services to Galileo hereunder that Licensed Data be used solely in
connection with the operation of the Licensed Software.  Therefore, Galileo agrees that it will not
transfer or distribute the Licensed Data and that it will use the Licensed Data
only in connection with its operation of the Licensed Software, and for no
other purpose.


 


(f) The parties will develop a protocol to insure that
ITA’s loading of fare and schedule data onto the servers that provide data for
Galileo’s use of the Licensed Software occurs as directed by Galileo and
substantially simultaneously with Galileo’s loading of the same data onto its
own system; provided that all data shall be presented at once and ITA will not
be obligated to conform to a “rolling update” protocol.


 


3.2          Data
Providers


 


(a) 
ITA presently has in place and will use reasonable commercial efforts to
maintain legal agreements, sufficient to cover ITA’s legal obligations to
perform hereunder, with Data Providers for the provision of schedule, fare,
industry and (subject to paragraph (b) below) availability data for the
operation of the Licensed Software. 
However, Galileo acknowledges and agrees that such Data Providers are
third parties which are not in ITA’s control and which are subject to delay or
failure.  While ITA agrees, as part of
its obligations under this Agreement, to receive, load and manage such data,
ITA does not warrant the accuracy of such data (except that the foregoing will
not be deemed to relieve ITA from responsibility for problems with data which
are caused by ITA and not by a Data Provider). 
In addition, ITA disclaims any and all liability resulting from or
related to Data Providers’ failure to provide data to ITA in a timely fashion.


 


(b) 
Notwithstanding any other provision of this Agreement, ITA disclaims any
warranty as to the continued supply of availability data from Worldspan.  In the event Worldspan ceases to provide ITA
with availability data, ITA may take any actions which ITA in its sole
discretion deems appropriate with respect to the provision of such data. . No
such cessation by Worldspan will constitute a breach by ITA of this Agreement,
nor will Galileo have any right to recover any damages, or take any other
action against ITA (except as specifically provided in Section 7.3(c)(iv) of
the License Agreement) as a result thereof; provided, that the foregoing will
not be deemed to limit Galileo’s ability to exercise any other rights or
remedies, up to and including termination, as a result of any breach by ITA of
any other provision of this Agreement or the License Agreement.  ITA agrees that it will exercise its best
efforts (subject to ITA’s confidentiality obligations to third parties) to give
Galileo the greatest possible notice of a contemplated or threatened or actual
loss of Worldspan availability information.


 


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(c) 
In the event ITA elects to receive availability data from a source other
than or in addition to Worldspan or Galileo, the availability information
generated by the Licensed Software shall not differ materially, in scope or
quality, from that generated using the data currently obtained from Worldspan.  ITA shall notify Galileo not less than 30
days (or such lesser period as is commercially practicable under the
circumstances, in ITA’s reasonable judgment) prior to switching or adding an
availability data provider.  ITA shall
provide reasonable cooperation and assistance to Galileo to enable it to
evaluate the quality of the alternate availability data.  In the event Galileo reasonably determines
that the alternate availability data is materially different, in scope or
quality, than the availability data obtained from Worldspan, Galileo shall so
notify ITA and the parties shall endeavor in good faith to resolve the
deficiencies.  In the event such
deficiencies are not resolved within thirty (30) days after delivery of such
notice, Galileo shall have the right to terminate this Agreement, provided that
no termination shall be effective until the dispute resolution procedures set
forth in Section 15 of the License Agreement have been completed.


4.                   Operations
Services


 


4.1          Data
Center


 


(a) ITA will operate and maintain the Data Center and
provide “Operations Services”, which will
include, without limitation, the acquisition, installation, maintenance,
upgrading, monitoring and all aspects of the operation of all computer hardware
and equipment, and all services related thereto necessary in connection with
the operation of the Licensed Software and the provision by ITA of the Data
Services provided hereunder.


 


(b) Initially, ITA will operate the Hardware (as
defined in Section 4.2) and provide Operations Services from its Billerica
facility.  Galileo may hereafter request
that ITA provide Operations Services from an additional location(s).  In such event, ITA will prepare a proposal to
Galileo for the establishment of such additional location(s), which will
include the anticipated schedule and cost thereof.


 


(c) Appendix A sets forth ITA’s procedures currently
in place for the protection of the confidentiality of private fare information
relating to Galileo or its users which may be transmitted to ITA.  From time to time, as requested by either
party, ITA and Galileo may consult with respect to the modification of such
procedures.  ITA agrees that it will use
commercially reasonable efforts to follow such procedures as may be in place
from time to time.


 


(d)  The parties
acknowledge that they do not intend that ITA have access to any personally
identifiable user information, such as phone numbers and addresses, credit card
information, and/or employee account information of Galileo’s users (“Galileo
User Information”).  In the event that
ITA specifically agrees, in connection with the performance of an SOW or
otherwise, that ITA will have access to Galileo User Information (provided that
ITA may in its sole discretion reject any SOW that would require it to receive
Galileo User Information), such information will be considered “Confidential
Information” for the purposes of Section 12 of the License Agreement, and ITA
agrees to hold such information in confidence, and protect such information, in
accordance with the provisions of such Section 12 of the License Agreement and
applicable law.  In addition, prior to
and as a condition of receiving any such Galileo User


 


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Information, ITA shall comply with Galileo’s
reasonable policies, standards, and guidelines for privacy, information
protection, and information and system security applicable thereto (which
policies, standards, and guidelines will be made available upon ITA’s
reasonable request).


 


4.2          Hardware


 


Simultaneously with the execution of
this Agreement, Galileo will inform ITA of the initial number of fare
searching/pricing servers it wishes ITA to operate exclusively on its
behalf.  During the term of this
Agreement, ITA will advise Galileo as to changes in the Licensed Software or
available hardware which would affect Galileo’s server requirements.  From time to time, Galileo may determine
(with such assistance from ITA as Galileo may reasonably request) to acquire
additional servers, and ITA will acquire such number of additional servers as
Galileo may direct.    In connection
therewith, ITA shall consult with Galileo and will advise Galileo as to changes
in settings or parameters that may result in ITA’s requiring a smaller number
of servers to perform the Operations Services. 
ITA will determine, in its reasonable discretion in consultation with
Galileo, the servers, and other hardware and equipment (including ancillary
equipment such as availability servers and query distributors, etc.) (the “Hardware”) appropriate for Galileo’s use of the Licensed
Software at the Data Center and the provision by ITA of the Data Services
provided hereunder.  ITA will replace Hardware when and as
warranted in its reasonable judgment (e.g.,
to take advantage of developments in technology, computing speed, memory,
etc.)  ITA shall, to the extent
reasonably possible, notify Galileo in advance of any software, data,
technology changes, or the like that would impact Galileo’s Hardware
requirements for operation of the Licensed Software.


 


4.3          Operation
of Software


 


ITA will be responsible for all aspects of the
operation of the Licensed Software on behalf of Galileo, including the
installation of Upgrade Releases provided under the License Agreement.  ITA will also monitor the Licensed Software
at the Data Center.  ITA will not be
responsible for Galileo’s operation of Galileo’s web site or for the operation
of any software or hardware which is not located at the Data Center.


 


4.4          Communications


 


(a) 
ITA will receive queries from Galileo and transmit responses from the
Licensed Software, from the Data Center via communications channels which may
include either a virtual private network or dedicated point-to-point circuits.


 


(b)  All
hardware, software and services associated with communications between the Data
Center and any facility from which Galileo may initiate queries to the Licensed
Software (“Galileo Facility”), including maintenance thereof, will be provided
by Galileo at its own expense.


 


(c)  Galileo
expressly acknowledges that the flow of data to or from the Data Center will
depend in large part on the performance of hardware, software and services
provided or controlled by third party communications providers.  ITA disclaims any and all liability resulting
from or


 


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related to Galileo’s inability to communicate with the
Data Center, to the extent such inability is the result of the failure of
hardware, software or services provided by such third party communication
providers.


 


4.5          Disaster
Recovery


 


ITA will comply with the provisions of the Disaster
Recovery Plan (DRP) attached hereto as Appendix B, and shall provide
Galileo with notice of any material change to such DRP.


 


4.6          Testing


 


ITA will perform, on a regular basis consistent with
the frequency employed for ITA’s other licensees, but no less often than
hourly, tests that measure the performance of the Licensed Software and the
production system on which it operates (including response time, resource
allocation vs. query volume), and provide
the results of such tests to Galileo consistent with the frequency employed for
ITA’s other licensees, but no less often than daily.  ITA and Galileo will consult on particular
additional tests that Galileo may wish ITA to perform.


 


5.                   Performance
Service Levels


 


5.1          Problem
Classification


 


Problems
will be classified in accordance with the following definitions:


 


(a) 
Emergency Problems.  The following will be considered “emergency problems”: (i) the Licensed Software is “unavailable”
(as defined in Section 5.3(b)); (ii) the Licensed Software is not being
supplied with any fare data, or new fare data is not loaded within (***) hours
after ITA’s receipt thereof; (iii) the Licensed Software is not being supplied
with any schedule data, or new schedule data is not loaded within (***) hours
after ITA’s receipt thereof; (iv) except under the circumstances described in
Section 3.2(b), the Licensed Software is not being supplied with any
availability data, or the availability feed to the Data Center is interrupted for
a period exceeding (***) hours; (v) ITA fails to synchronize data loading with
Galileo, as contemplated by Section 3.1(e); (vi) Galileo requests that ITA
rollback either (A) the Licensed Software, to the prior version thereof, or (B)
a complete data load to the system running the Licensed Software, to the prior
version of the data; (vii) there is a significant reduction ((***) or greater)
in the percentage of fares priced consistently by the Licensed Software and by
Galileo’s faring system, measured during any 60 minute period, from a
consistency baseline established for each License Month, based on the average
daily percentage of fares priced consistently by the two systems during the
preceding License Month, excluding the lowest five days of each month, provided
that such reduction shall not be considered an emergency problem if it was
caused by a change made by Galileo to its faring system; (viii) the Licensed
Software’s response times have degraded, as measured pursuant to the following
paragraph; or (ix) the Licensed Software is “offline” (i.e., does not respond
to queries) for a period of two minutes or longer.


 


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For the purposes of
determining whether the Licensed Software’s response times have degraded,
Galileo and ITA shall agree upon a reference data set that shall include
multiple itineraries between certain city pairs in important markets designated
by Galileo and upon a defined set of fares data, both of which shall be used to
determine appropriate response times for shopping queries, assuming certain
search parameters (such as depth of search). 
Galileo shall monitor the processor response times periodically.  If at any time following deployment of the
Licensed Software in a production environment, Galileo reasonably determines
that the query response time has degraded from the response times experienced
immediately prior to such time (such response times to be determined by
averaging response times calculated at regular intervals over a 24-hour period
preceding the time such degradation is alleged to have occurred), then the
parties shall test the ITA software using the reference data set.  If the test results demonstrate that the
response times have degraded by more than (***), and the correction thereof
does not require the modification of the Licensed Software by ITA, then such
degradation will be considered an emergency problem for the purposes of Section
5.1(a)(vii).


 


(b)  Non-Emergency
Problems.  All problems that
are not emergency problems, as defined in paragraph (a), will be considered “non-emergency problems”. 
Without limiting the foregoing, the following will be considered “non-emergency
problems”: (i) pricing errors in the Licensed Software that do not cause a
significant reduction in pricing consistency, as described in subsection
(a)(vii) above; and (ii) working with Data Providers (or Galileo, to the extent
it is a supplier of data) to correct erroneous data (including instances where
the software process the data correctly, but the data is not what a carrier
intended to file).


 


Notwithstanding the foregoing
definitions, the following will not be considered “problems” for the purposes
hereof: (i) failure of a Data Provider (as defined in Section 3.1(d)) or of
Galileo to provide fares or schedule data in a timely fashion; (ii) failure of
telecommunications hardware or equipment which is not within ITA’s control;
(iii) requests for Customization  (as
defined in Section 2.1(c)) or (iv) problems caused by or arising from events of
Force Majeure (as defined in Section 7.4).


 


5.2                               Response
Times and Resolution Targets


 


ITA
shall respond to and use its reasonable commercial efforts to resolve problems
in accordance with the following guidelines, based upon the definitions set
forth in Section 5.1:


 


(a)  Emergency problems:  Emergency problems may be reported at any
time (24 hours/7 days a week).  All
relevant resources shall be applied 24/7 until the problem is resolved.  The target resolution time for emergency
problems will be (***) minutes after response.


 


(b) 
Non-emergency problems:  Non-emergency problems may be reported by
e-mail at any time.  ITA will apply
appropriate resources (as determined by ITA in its reasonable discretion)
during regular working hours until the problem is resolved.  The target resolution time for non-emergency
problems will be the next scheduled upgrade in the case of software problems;
provided that (i) Galileo and ITA may work together to create a procedure
whereby ITA may provide a software “patch” prior to the next scheduled upgrade,
as a result of either a feature request or a software defect; and (ii) problems
which ITA (in its reasonable discretion, after


 


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consultation with Galileo) determines
are insignificant may not be addressed by ITA. 
In the case of non-emergency problems which are either operations
problems or data problems, ITA will apply relevant resources and make
commercially reasonable efforts to resolve such problems as soon as
practicable, and will inform Galileo of its target resolution time.


 


5.3          Operations — Uptime


 


(a)           Uptime.  ITA shall maintain
a minimum uptime of (***) (measured on a monthly basis) for the Licensed
Software.  Failure to meet this uptime
shall result in a credit to Galileo (representing a pro rata portion of the
monthly Operations Center Fee provided in Section 6 below payable by Galileo
for the month in which the failure occurred) to be applied against future
monthly Operations Fees as provided below:


 


	
  Uptime

  	
   

  	
  Contractual Credit (as a

  percentage of monthly

  Operations Center

  Fee to be abated)

  
	
  (***)

  	
   

  	
  (***)

  
	
  (***)

  	
   

  	
  (***)

  
	
  (***)

  	
   

  	
  (***)

  
	
  (***)

  	
   

  	
  (***)

  
	
  (***)

  	
   

  	
  (***)

  
	
  (***)

  	
   

  	
  (***)

  
	
  (***)

  	
   

  	
  (***)

  
	
  (***)

  	
   

  	
  (***)

  



 


(b)  As used in paragraph (a) above, “uptime” means the number of minutes that the Licensed
Software is not “unavailable”.  The
Licensed Software will be considered “unavailable”
for any minute in which it fails to return “correct answers” to at least (***) of the test queries posed to the
Licensed Software during such period.  ITA
will cause test queries to be posed to the Licensed Software not less
frequently than (***), and will
monitor the responses.  “Correct answers” will be defined as those answers that match
the query that was originally requested. 
For the purposes hereof, an answer will be deemed to match a query if it
comprises the same origin, destination and dates as those in the query;
provided, that if the Licensed Software fails to return an answer because no
itinerary with the requested origin, destination and/or dates was possible,
such answer will not be considered incorrect. 
Answers that match the query originally requested, as described in the
preceding sentence, but contain incorrect prices, will not constitute “unavailability”
for the purposes of this paragraph.


 


(c)  If the Licensed Software is unavailable, ITA
will provide credits pursuant to paragraph (a) unless such failure is due to
any of the following: (i) an event of Force Majeure (as defined in Section
7.4); (ii) acts or omissions of Galileo, or any use or user of the Licensed
Software authorized by Galileo; or (iii) Galileo’s applications, equipment, or
facilities.


 


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(d) 
Galileo’s receipt of the credits set forth in paragraph (a) above shall
be Galileo’s sole and exclusive remedy for failure to maintain uptime.


 


5.4          Standard
Operating Procedures


 


The procedures for reporting,
diagnosing, tracking and responding to problems are set forth in ITA’s standard
operating procedures for Galileo (“SOP”), which is
attached to this Agreement as Appendix C, as it may be amended by the
parties from time to time; provided, that ITA will give Galileo reasonable
prior notice of any anticipated major changes to the SOP.


 


6.                   Fees
and Expenses


 


6.1          Maintenance
Services


 


There is no charge for the Maintenance Services
described in Sections 2.1(a) and 2.1(b), if the operation of the Licensed
Software is hosted by ITA and ITA is charging Galileo for at least 100 servers
pursuant to Section 6.3.1.  If ITA is
charging Galileo for fewer than 100 servers, then the charge for Maintenance
Services will be (***) per
month.  If ITA is not hosting the
operation of the Licensed Software, then the charge for Maintenance Services
will be as set forth in Appendix D, attached hereto.


 


6.2.1       Data
Services


 


There is no charge for the Data Services described in
Section 3.1(d), if the operation of the Licensed Software is hosted by ITA and
ITA is charging Galileo for at least 100 servers pursuant to Section
6.3.1.  If ITA is charging Galileo for
fewer than 100 servers, then the charge for Data Services will be (***) per month.  If ITA is not hosting the operation of the
Licensed Software, then the charge for Data Services will be as set forth in Appendix
D. The Data Services to be provided without charge (or subject to a charge
of (***), as the case may be)
include the cost of processing private fares only if such fares are filed with
ATPCO.  Any Data Services relating to
private fares which are not filed with ATPCO will be subject to a Statement of
Work (SOW) between the parties, as described in Section 2.1(c) above.


6.2.2       Increase
in Fares/Schedules Data Costs


 


In the event there is a material increase in the cost
to ITA of the fares and/or schedules data feeds which are provided hereunder
from those presently in effect, ITA reserves the right to increase the fee for
Data Services, in direct relation to such increase in data cost and the ITA
customers who use such data, upon 90 days’ prior written notice to
Galileo.  Notwithstanding the foregoing,
in the event of ITA’s notifying Galileo of such a material increase, Galileo
may use reasonable commercial efforts to obtain the right to provide the
affected data to ITA directly (for use on behalf of Galileo but not ITA’s other
customers, unless Galileo so agrees), in which event Galileo will not be
obligated to pay any amounts pursuant to this Section 6.2.2.


 


11

















 


6.2.3       ATPCO
Royalty


 


ITA’s agreement with ATPCO provides that ITA need not
pay royalties to ATPCO with respect to “products [licensed by ITA] which use
Data supplied to a customer of [ITA] pursuant to an agreement between such
customer of [ITA] and ATPCO.”  In the
event ATPCO were to determine that Galileo were subject to a royalty payment by
virtue of the preceding provision, Galileo will reimburse ITA for the actual
amount of any such royalty payable to ATPCO; provided that, in the event of ITA’s
notifying Galileo of such a royalty obligation Galileo may use reasonable
commercial efforts to obtain the right to provide such data to ITA directly
without additional cost to Galileo.


 


6.2.4       OAG
Royalty


 


ITA’s agreement with OAG provides that ITA may provide
OAG data to an ITA licensee without additional charges “if (i) the customer to
which ITA Software is providing the [OAG] Data is also a subscriber to the OAG
data or (ii) such customer’s use of the [ITA] Software utilizing the [OAG] Data
is hosted by ITA Software.”  In the event
OAG were to determine that Galileo were subject to a royalty payment by virtue
of the preceding provision, Galileo will reimburse ITA for the actual amount of
any such royalty payable to OAG; provided that, in the event of ITA’s notifying
Galileo of such a royalty obligation Galileo may use reasonable commercial
efforts to obtain the right to provide such data to ITA directly without
additional cost to Galileo.


 


6.2.4       Additional
Charge for Worldspan Availability Data


 


(a)          Galileo will pay an additional
charge of (***) for each “Non-Subscriber
PNR”, if any, where “Non-Subscriber PNR”
has the meaning set forth in Appendix E. 
Such (***) charge may be
reduced in the event ITA is able to recover its fixed costs of obtaining
Worldspan availability data from the ITA licensees to which such data is
provided.  Notwithstanding any provision
herein to the contrary, the amount ITA charges Galileo for availability data
obtained from any source shall not exceed the lowest amount ITA charges any
other licensee for such data.


 


(b)         If the charge described in
paragraph (a) is applicable, Galileo will certify to ITA, within 25 days after
the end of each calendar quarter, the number of Non-Subscriber PNRs created
during such quarter.  Notwithstanding the
provisions of Section 6.5, Galileo will pay such charge along with its delivery
of such certification.  In its
certification to Worldspan, ITA will aggregate PNRs among its customers so as
not to disclose the number of PNRs attributable to Galileo.


 


(c)          It is the parties’ intention
that the charge described in paragraph (a) apply only to PNRs that are created
by Galileo customers to which the Licensed Software is made available.  In the event Worldspan asserts that ITA has
not correctly calculated the number of Non-Subscriber PNRs with respect to
Galileo, then Galileo will immediately pay ITA a charge of (***) for each additional Non-Subscriber
PNR so asserted by Worldspan for which Galileo has not theretofore paid the
charge; provided, that in such event ITA will, upon Galileo’s request and


 


12

















 


at Galileo’s
expense (including but not limited to legal fees), use its best efforts to
assist Galileo in contesting such assertion by Worldspan. Galileo shall have sole authority to prosecute,
defend, and/or settle such dispute, provided that no such settlement shall be
entered into without ITA’s consent if such settlement has the effect of either
(i) requiring ITA to admit any breach of contract or other wrongdoing, in
contract, in tort or at equity; (ii) obligating ITA or any other ITA customer,
or having a reasonable probability of obligating ITA or any other ITA customer,
to make any payments to Worldspan or to any third party that ITA or such
customer would not have been obligated to pay absent such settlement; (iii) in
any other way changing any material obligation of ITA to Worldspan or to any
third party; or (iv) relieving Worldspan or any third party of any material
obligation or liability to ITA.


 


(d)         Prior to January 2004, in the
event Galileo is using Worldspan availability data, ITA will inform Galileo of
the termination of the initial term of the Worldspan-ITA contract.  ITA and Galileo will consult together as to
what to the various options open to Galileo for obtaining availability data.  Beginning in January, 2004, ITA will cease to
provide Worldspan availability data to Galileo unless Galileo expressly agrees
to continue paying any costs which apply to the provision of such data under
the ITA-Worldspan agreement.


 


(e)          In the event that, at or
following the expiration of ITA’s agreement with Worldspan in January 2004, an
increase in the cost to Galileo of availability data causes the total amounts
paid by Galileo under this Agreement and the License Agreement to increase by
more than (***), then Galileo will
have a one-time right, by notice given within 30 days of its receipt from ITA
of notice of such increase in the cost of availability data, to terminate this
Agreement and the License Agreement, effective as of the effective date of such
increase. Increases in the cost of availability data attributable to PNR volume
increases shall not be taken into account in calculating the overall increase
in the amount paid by Galileo hereunder. 
ITA may request, prior to its price negotiation with Worldspan or with
another potential provider of availability information, that Galileo commit to
use of such availability information provided the cost thereof is limited to a
specified amount.  In such event, such a
commitment by Galileo will supersede the provisions of the first sentence of
this Section 6.2.4(e).


 


6.3          Operations
Services


 


6.3.1       Data
Center


 


(a) Monthly Hardware Cost.  ITA will charge Galileo a monthly charge,
which will be based upon the number of dual process servers (both production
and test servers) included in the Hardware from time to time that are used for
low fare searching.  Such charge will
relate to the cost of maintaining Galileo’s operations at the Data Center, and
will be inclusive of all recurring acquisition, replacement, upgrading,
operation and maintenance costs of the Hardware (including fare
searching/pricing, availability and test servers as well as all other Hardware
for which ITA will not bill Galileo separately), rack space, bandwidth,
co-location, facility services, performance monitoring, networking charges,
telecommunications and other costs associated with operation of the Data
Center.  The amount of this fee will be
(***) per month per dual


 


13

















 


process server, payable in equal monthly
installments in advance beginning September 1, 2002 and prorated for partial
months.  The price will be subject to the
following discounts, based on the number of dual process servers in any one
data center which are provided by ITA hereunder:


 


	
  Number of dual process servers in data center

  	
   

  	
  Monthly Fee per dual process server

  
	
  (***)

  	
   

  	
  (***)

  
	
  (***)

  	
   

  	
  (***)

  
	
  (***)

  	
   

  	
  (***)

  
	
  (***)

  	
   

  	
  (***)

  
	
  (***)

  	
   

  	
  (***)

  
	
  (***)

  	
   

  	
  (***)

  



 


 


The fee for Operations Services will be
graduated; in other words, servers 1 through 100 will be priced at (***)
regardless of any discounts that may apply to higher numbers of servers or to
servers at other data centers. 
Notwithstanding the foregoing discount schedule, in the event there is a
material increase in the cost to ITA of the Hardware, rack space, bandwidth,
co-location, facility services, performance monitoring, networking charges,
telecommunications or other costs associated with operation of the Data Center
from those presently in effect, ITA reserves the right to increase the per
server fee for Operations Services, in direct relation to such increase in ITA’s
cost, upon 90 days’ prior written notice to Galileo; provided that in no event
will such fee be greater than (***) per dual process server (subject to Section
6.4).


 


(b) Set-up Cost for Additional
Locations.  ITA has provided Galileo,
without charge, with all necessary services in connection with the set-up of
the Billerica location.  In the event
Galileo requests that ITA establish an additional location from which to
provide Operations Services, then Galileo will pay ITA a one-time charge with
respect to the services rendered by ITA in the establishment of such location
(which charge will be set forth in the proposal presented to Galileo pursuant
to Section 4.1(b)).  In addition, for the
purpose of computing a discount pursuant to Section 6.3.1(a), the number of
servers will be calculated separately for each data center (i.e., in the event Galileo had 100 servers in each of two
data centers, no discount would apply).


6.3.2       Communications
Costs


 


All hardware, software
and services associated with communications between the Data Center and Galileo
Facility, including maintenance thereof, will be for the account of
Galileo.  In the event ITA contracts for
such hardware, software and/or services, Galileo will reimburse ITA for the cost
thereof; provided, that no such expenses will be incurred on Galileo’s account
without prior notice to and consultation with Galileo.


6.3.3       Other
Costs


 


In the event that ITA’s personnel are
obligated to travel outside of the greater Boston area in connection with the
provision of Maintenance Services, Data Services or Operations Services
pursuant to this Agreement, Galileo will pay ITA, with respect to such travel,
all out-of-pocket expenses thereof; provided
that (1) ITA obtains Galileo’s prior written approval before incurring


 


14

















 


such reimbursable
expenses; or (2) such expenses are incurred in accordance with Galileo’s
then-current policy regarding such reimbursable expenses (a copy of which
Galileo agrees to provide ITA).  ITA
agrees to provide Galileo with access to such original receipts, ledgers, and
other records as may be reasonably appropriate for Galileo or its accountants
to verify the amount and nature of any such expenses.


 


6.4          CPI Increase


 


At any time after September 30, 2003, the hourly rate
for software developers set forth in Section 2.1(c), the fee for maintenance
set forth in Section 6.1, the fee for data services set forth in Section 6.2.1,
and/or the per-server fee for operations services set forth in Section 6.3.1
may be increased, at ITA’s option upon notice to Galileo, by an amount equal to
the CPI Increase.  The “CPI Increase” means the change (as of the date the most
recently available) in the Bureau of Labor Statistics Consumer Price Index —
All Items (as reported in the Wall Street Journal) from a base of September,
2002 through September of the year for which such change applies.


 


6.5          Payment
Terms


 


All fees and expenses described in this Section 6 will
be invoiced by ITA, and each such invoice will be payable thirty (30) days
after receipt by Galileo.  Any overdue
invoices will accrue interest at the rate of 12% per annum from the date due
until the date actually paid.  In the
event of a good faith dispute as to any portion of an invoice, Galileo shall
give written notice to ITA, within fourteen (14) days after receiving such
invoice, stating the details of any such dispute and shall promptly pay any
undisputed amount in accordance with this Agreement.  Unless specifically provided in this
Agreement, there shall be no other fees payable by Galileo.  Prior to the effective date of this
Agreement, Galileo reimbursed ITA for the cost of acquiring certain servers to
be used by ITA in providing the Services. 
The aggregate amount of such reimbursements shall be treated as a credit
to Galileo’s account and shall be applied to payment of the fees and expenses
owed by Galileo hereunder until expended.


 


7.                   General
Provisions


 


7.1          Warranties


 


ITA shall perform the Maintenance
Services, Data Services, Operations Services and all other services specified
herein in a good, workmanlike and professional manner using qualified personnel
fully familiar with the Licensed Software.


 


7.2          Designated
Account Managers


 


Galileo and ITA shall each appoint an
account manager (“Account Managers”)
who shall be responsible for all administrative matters pertaining to this
Agreement. The Account Managers will serve as primary point of contact for the
other party for any matter regarding this Agreement.


 


15

















 


Either party may replace the appointed Account Manager
upon delivery, prior to such change, to the other party of written notice of
such change.


 


7.3          Term


 


(a)  The term of
this Agreement will be contemporaneous with the term of the License Agreement,
except that either party may terminate this Agreement in the event the other
party materially breaches any of its obligations hereunder and fails to cure
such breach within thirty (30) days (sixty (60) days in the case of a payment
default, provided that Galileo will make commercially reasonable efforts to pay
invoices in a timely fashion) after receipt of notice of such breach by the
non-breaching party.


 


(b)  (i) Galileo
may terminate the Operations Services set forth in Section 4 without cause,
upon 120 days’ prior written notice to ITA. 
Galileo acknowledges that ITA will incur out-of-pocket costs (and
obligations for future costs) for hardware, facilities or equipment, as well as
the retention of personnel, as a result of its commitment to provide Operations
Services to Galileo hereunder. 
Therefore, upon termination of Operations Services pursuant to this
Section 7.3(b), Galileo will pay ITA an amount determined as follows (in
addition to the costs payable under Section 6.3 during the notice period): (A)
Galileo will pay ITA an amount representing the residual value (i.e., cost after depreciation) of the Hardware utilized by
ITA solely to provide the hosting services to Galileo, and upon such payment
ITA will convey such Hardware to Galileo (or its designee), (B) Galileo will
pay ITA an amount representing the anticipated cost to ITA of
telecommunications lines, colocation facilities, and other similar
out-of-pocket expenses to which ITA has committed as of the date of notice of
termination (provided that at the time of making any such commitments ITA will
inform Galileo of the termination provisions thereof, and will not enter into
any such commitments exceeding one year without Galileo’s prior consent), and
(C) Galileo will pay ITA a fixed amount representing the cost to ITA of
personnel retained in order to provide Operations Services to Galileo, which
will be determined by the parties at the time of development of the project
plan referred to in clause (ii) below.


 


(ii)  In the event of termination of Operations
Services pursuant to this Section 7.3(b), the parties will use work together in
good faith to develop, during the notice period, a project plan to ensure an
orderly transition of the hosting to Galileo (or its designated service
provider) with minimal disruption to Galileo’s use of the Licensed
Software.  Such project plan will
include, without limitation, the provision by ITA of reasonable transition
assistance to Galileo and the reimbursement by Galileo to ITA of any reasonable
direct out-of-pocket and (on an hourly basis) personnel expenses incurred in
providing such transition assistance.   In addition, as part of the transition plan, the
parties will negotiate an amendment of this Agreement that revises the
provisions of Sections 5 and 6 (as well as such other provisions as are
affected by such termination) so as to be consistent with the fact that
Galileo, and not ITA, is operating the Licensed Software.  If and when Galileo or its designated service
provider assumes responsibility for operating the Licensed Software, the
services to be provided by ITA shall be as set forth in Appendix D,
attached hereto.


 


16

















 


(c) 
If Galileo notifies ITA of its termination of Operations Services pursuant to
Section 7.3(b), Galileo may also (but will not be obligated to) terminate Data
Services pursuant to Section 3, by notice  to ITA given
simultaneously with its notice of termination of Operations Services.


 


7.4          Force
Majeure


 


ITA will not be responsible or liable
for, and will be excused from, any non-performance or delay in the performance
of any of its obligations under this Agreement if and to the extent that such
non-performance or delay (i) is caused by an act of God, natural
disaster, civil disturbance, war, fire, earthquakes, changes in law, regulation
or government policy, or non-performance by any third party (including vendors
or suppliers), or any other factor beyond the control of ITA, whether or not
foreseeable (“Force Majeure”), and
(ii) could not have been prevented by ITA’s taking normal and customary
precautions.  In the event that ITA is
excused from the performance of its obligations pursuant to this Section 7.4,
then ITA will use its reasonable commercial efforts to resume performance of
its obligations as soon as feasible.  If
an event of Force Majeure prevents ITA from providing substantially all of the
services provided hereunder for more than (***) business days, then beginning
on the (***) business day Galileo’s obligation to pay for such services
pursuant to the provisions hereof shall be suspended until the cessation of
such Force Majeure.  Notwithstanding the
foregoing, if any event of Force Majeure prevents, or is reasonably likely to
prevent, ITA from providing substantially all of the services provided
hereunder for a period of more than 90 days, then Galileo shall have the right
to terminate this Agreement (but not the License Agreement), upon notice to
ITA.  In the event of such termination,
neither party will have any liability or obligation to the other under this
Agreement following the effective date of termination.


 


7.5          Exclusivity
of Remedies


 


The provisions of this Agreement
constitute the exclusive provisions applicable to ITA’s maintenance and support
of the Licensed Software and the provision and support of data and operations
therefor.  ITA disclaims any and all
warranties, express or implied, including but not limited to warranties of merchantability or fitness for
a particular purpose, except as specifically set forth herein.


 


7.6          Notices


 


Any notices given hereunder shall be given pursuant to
and as provided in the License Agreement. 
In addition, Galileo agrees that ITA may provide invoices to Galileo by
means of facsimile or email transmission.


 


7.7          Limitation
of Liability/Indemnification


 


The parties’ indemnification obligations
and the limitations of liability set forth in Sections 9 and 10, respectively,
of the License Agreement shall apply to this Agreement.


 


7.8          Miscellaneous


 


17

















 


(a) The parties will attempt to resolve any disputes
arising hereunder in accordance with the dispute resolutions provisions of
Section 14 of the License Agreement.


 


(b) If any provision of this Agreement is declared by
a court of competent jurisdiction to be invalid or unenforceable, such
determination shall not affect the validity or enforceability of any other
provision hereof.


 


(c) This Agreement, together with the License
Agreement, represents the entire agreement of the parties with respect to the
subject matter hereof and any other previous understanding, commitments, or
agreement, oral or written, between Galileo and ITA with respect to the subject
matter hereof.


 


(d) No failure by either party to insist upon the
strict performance of any covenant, term or condition of this Agreement, or to
exercise any right or remedy, shall constitute a waiver of such right or remedy
on any subsequent occasion.


 


(e) The validity, construction, scope and performance
of this Agreement shall be governed by the laws of the State of Delaware,
exclusive of its choice of law provisions.


 


(f) This Agreement may not be amended except in
writing executed by duly authorized representatives of both ITA and Galileo.


 


(g) This Agreement may not be assigned by either party
except in connection with and under the circumstances permitted under the
License Agreement.  Subject to the
foregoing, this Agreement will be binding on the parties and their respective
successors and permitted assigns.


 


(h) This Agreement may be signed
in one or more counterpart copies, all of which together shall constitute one
Agreement and each of which shall constitute an original.


 


 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of this 3rd day of October, 2002.


 


 


	
  ITA Software, Inc.

  	
   

  	
  Galileo International, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jeremy
  Wertheimer

  	
   

  	
  By:

  	
  /s/ KENNETH ESTEROW

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Jeremy Wertheimer

  	
   

  	
  Name:

  	
  /s/ Kenneth Esterow

  
	
  Title:

  	
  President

  	
   

  	
  Title:

  	
   

  



 


 


18

















 


APPENDIX
A


 


DESCRIPTION
OF PROCEDURES FOR PROTECTION OF CONFIDENTIALITY OF GALILEO PRIVATE FARES


 


ITA receives fareloads (each of which comprises a
complete set of fares and rules) at its data center, via FTP, from ATPCO.  ITA’s network at its data center(s) is
firewall-protected to prevent outside access. 
When received, a fareload is moved from the ATPCO area of the disk to
the ITA buildserver.  ITA’s buildserver
separates the fares according to (i) whether they are public or private tariffs
and (ii) if private, what ITA customer or other entity they relate to.  For each ITA customer, private fares relating
to that customer, as well as all public fares, are then moved to that customer’s
area of the disk and made accessible, via FTP, to that customer only (access to
each customer’s disk area is controlled by password).  Each customer’s FTP disk area is unique and
not accessible to any other customer. 
Private tariffs are normally identified as relating to a particular ITA
customer either by Category 15, using a pseudo city code (PCC), or by tariff
number.  No customer has access to the “buildserver”
area of the disk where all fares and rules are stored.  Specified ITA employees, whose positions
reasonably require access to the data center (such as employees in the
operations department)


 


Initially, Galileo will not provide ITA with either
PCCs or tariff numbers to identify Galileo private fares.  Instead, ITA will make available to Galileo,
at Galileo’s area of the disk, both (1) public fares and (2) all fares received
by ITA that ITA cannot identify, based on either PCC or tariff number, as
pertaining any other entity (in addition to all).  Galileo, and not ITA will be responsible for
identifying fares within this area as Galileo private fares.


 


ITA will insure, through password-protected access,
that no other ITA customer gains access to the Galileo area of the disk.  ITA will not responsible if another ITA
customer gains access to a Galileo private fare if the fare is made accessible
to another area of the disk as a result of either of the following (1) the
carrier filing the fare miscodes the fare or (2) ATPCO makes an error in
formatting or transmitting the fare.


 


ITA transmits each fareload from the
data center at which it is received to ITA’s other data center, via the secure
shell protocol (SSH).


 


ITA also transmits a copy of each
fareload to its office in Cambridge, Massachusetts.  All ITA employees have access, through their
passwords, to the network on which the data is kept; however, no access is
permitted without a password.  Network
passwords are given only to ITA employees; to the extent ITA gives access to
its internal network to anyone who is not an ITA employee, ITA will insure that
such person does not have access to the portions of the network that contain
Galileo data.


 


19

















 


APPENDIX
B


 


DISASTER
RECOVERY PLAN


 


 


 


 [attached as a separate document]


 


20

















 


APPENDIX C





 


ITA Software, Inc.


 


 


 


 


 


Standard Operating
Procedures


(SOP)


 


for


 


 


 


 


Operating Support to


 


GALILEO INTERNATIONAL,
L.L.C.


 


21

















 


Introduction


 


The
purpose of this Standard Operation Procedure (SOP) document is to establish an
approach for the reporting and resolution of problems related to the operation
of ITA Software’s Low Fare Search (LFS) software, Availability Cache Server
(AVS) software, and supporting infrastructure.


 


It
should be understood that this document is technical in nature, and is not
meant to replace the Service Level Agreement which establishes many of the
parameters and milestones which apply to this document.


 


How a Problem Is Reported


(a)                                  Step 1: Classification




In order to report a problem, the following information must be gathered:


 


•                         Summary of problem


•                         Details (any context, error messages,
steps to reproduce, screen-shots, query samples, or other data that would be
useful in diagnosing the problem). For low fare search queries, please include
the query itself and the results received.


•                         Software components being used


•                         Contact information (business and
technical contacts with phone and email information)


•                         Reproducibility (how often and/or
reliably can the problem be reproduced?)


•                         Severity of impact (no impact, intermittent
failure, severe failure, critical business impact)


•                         Date and time of first occurrence,
duration and frequency of occurrences.


 


Additional tools and procedures may
be provided by ITA Software at a later date to improve the customer’s ability to
diagnose problems. The results of applying these procedures and tools should be
gathered with any other problem detail.


(b)                                 Step 2: Reporting




For all non-emergency problems, the classification information should be sent
as email to:


 


help@itasoftware.com




This email should be brief, with a descriptive subject. Any long errors, query
files or the like should be included as an attachment. No attachment should be
over 800kB in length.




For emergency problems, call the ITA Software Problem Reporting Hotline at:


 


(888) 206-6413


 


If
the hotline does not answer for any reason, leave a voice message, and then
send email to:


 


22

















 


oncall-pager@itasoftware.com


(c)           Step
3: Tracking Assignment




All incoming requests will be assigned a tracking number. This tracking number
will be of the form XYYZZZZ (e.g. T000001). 
This tracking number should be used as a reference in any ongoing
communications.


(d)                                 Step 4: Diagnosis




All problems are diagnosed in two stages. First, a general assessment of the
problem is made and those conclusions are shared with the customer with an
estimate of the complexity of the problem rated 1-3.


 


•                         Complexity level 1 problems can be
addressed during the initial interaction with the customer, and no further
interaction should be required.


•                         Complexity level 2 problems require more
extensive effort and cannot be addressed during initial consultation with the
user, but can be addressed by a single engineer within the scope of their
regular duties.


•                         Complexity level 3 problems require a
non-trivial amount of effort or new resources to solve.  The solution to these problems requires the
assignment of a dedicated staff resource or the allocation of unbudgeted resources.




For complexity level 2 and 3 problems, additional work may be required after
the initial user consultation. In these cases, a ticket number will always be
given to the user (either by email or during the call to the hotline).


(e)                                  Step 5: Follow-up




Once information is received that points to an ongoing operational problem,
on-call operations engineers will apply systematic diagnostic procedures to
triage the problem and determine whether or not there are any available
workarounds.  If it is confirmed to be a
valid problem of an operational nature that either has an immediate adverse
impact or has the potential to present a future adverse impact, the work to
resolve the problem will be started as soon as possible.  If additional personnel resources are required
to address the incident, they will be notified.


 


The
customer will then be updated as required by ITA personnel in accordance with
reporting guidelines outlined in the ITA/Galileo SLA.


 


If
the Galileo report is classified as a feature request, request for information,
user error or known problem, then the report will be passed to the Galileo
Customer Relations Manager (CRM) for prioritization and tracking.


 


23

















 


APPENDIX
D


 


OPERATIONS
HOSTED BY GALILEO


 


 


If and when Galileo (or its designated service
provider) assumes responsibility for hosting the operation of the Licensed
Software, then the scope of services ITA will provide to Galileo under the SLA
will change as follows:


 


ITA will continue to provide Maintenance Services
pursuant to Section 2, except that the parties may revise the process for
testing Upgrade Releases as set forth in Section 2.1(c).


 


ITA will no longer need to provide Fares and Schedule
data; ITA will, however, still be required to provide the other Data Services
specified in Section 3 as requested by Galileo, including the provision of
availability data to the Licensed Software from the availability cache supplied
by Worldspan, Galileo or another source. 
Presently, ITA uses operations scripts in connection with loading of
data to the Licensed Software; in the event Galileo terminates Data Services,
ITA will provide such scripts to Galileo as an accommodation; however, such
scripts will not be considered “Licensed Software” for warranty purposes,
unless the hardware configuration utilized by Galileo is approved by ITA, and
any services provided by ITA in connection therewith will not be included in
the Maintenance Services.


 


ITA would no longer be obligated to operate the Data
Center or provide Operations Services described in Section 4, except to the
extent (if any) that such services are required to perform the Data Services
relating to the provision of availability data.


 


 


The performance standards set forth in Section 5 will
be modified as follows: the parties will develop a standard for determining
whether a problem is a software problem or a data or operations problem.  ITA will be responsible for Maintenance
Services with respect to software problems but not with respect to any problems
with data (other than availability data) or operations.


 


ITA would provide Galileo advice and support related
to operation, testing, and performance measuring of the Licensed Software, as
needed.


 


When the parties develop a detailed project plan
pursuant to Section 7.3(b)(ii), ITA will inform Galileo of the fees that will
be charged under Section 6 for Maintenance Services and for Data Services
(relating to availability data only), including the advice and support referred
to above.  Such charges may be fixed
monthly charges, hourly charges based on services rendered, or some combination
thereof, and will be reasonably based upon ITA’s actual cost of providing such
services.


 


ITA, in consultation with Galileo, will amend the
Disaster Recovery Plan so as to be consistent with the foregoing.


 


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APPENDIX
E


 


DEFINITIONS
RELATING TO NON-SUBSCRIBER PNR CHARGE


 


“Non-Subscriber PNR” means a PNR created by a Non-Subscriber.  In connection therewith, the following terms
have the respective meanings indicated below:


“Availability
Request” means a request from ITA for availability information for flight
segments on air carriers.


“Availability
Response” means the Worldspan response to an Availability Request from ITA.


“AVS
Data” means data comprising additions or modifications to the AVS Database.


“AVS
Database” means, collectively, (i) a database, copies of which will be
maintained by both ITA and Worldspan, comprising flight availability status
information relating to specific flights, dates, routings and classes of
service; and (ii) any additional information received by ITA from Worldspan
relating to the use of such database.


“Echo
Availability Screen” means Worldspan’s response to any request for availability
information which is received from a user of the Worldspan System (other than
ITA).


“ITA
Offering” means any product commercially offered by ITA that includes any
Worldspan  Data.


“Non-Subscriber”
means any User who does not process in the Worldspan System substantially all
its travel transactions which are generated from ITA Offerings.


“PNR”
means a passenger name record.


“User”
means any person who uses an ITA Offering.


“Worldspan
Data” means, collectively, the AVS Database, AVS Data, Availability Responses
and Echo Availability Screens, and any compilation or derivative thereof,
whether made by Worldspan, ITA or any third party.


“Worldspan
System” means the computer reservations systems operated by Worldspan.


 


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