Exhibit 10.2


TRANSITION SERVICES AGREEMENT


by and between


TRAVELPORT INC.


and


ORBITZ WORLDWIDE, INC.


Dated as of July 25, 2007.


 
















TABLE OF CONTENTS


	
  

  	
   

  	
  Page

  
	
  ARTICLE I
  SERVICES

  	
   

  	
   

  
	
  Section 1.1

  	
   

  	
  Provision of Services

  	
   

  	
  2

  
	
  Section 1.2

  	
   

  	
  Additional Services

  	
   

  	
  2

  
	
  Section 1.3

  	
   

  	
  Obligations as to Additional Services; Transition
  and Migration Assistance

  	
   

  	
  3

  
	
  Section 1.4

  	
   

  	
  Term of Services Agreements

  	
   

  	
  3

  
	
  Section 1.5

  	
   

  	
  Subcontracting of Services

  	
   

  	
  4

  
	
  Section 1.6

  	
   

  	
  Standard of Service

  	
   

  	
  5

  
	
  Section 1.7

  	
   

  	
  Right to Decline Services

  	
   

  	
  5

  
	
  Section 1.8

  	
   

  	
  Compensation and Other Payments

  	
   

  	
  5

  
	
  Section 1.9

  	
   

  	
  Employee Severance Costs

  	
   

  	
  6

  
	
  Section 1.10

  	
   

  	
  Annual Compensation True-Up

  	
   

  	
  7

  
	
  Section 1.11

  	
   

  	
  Cost-Effective Provision of Services

  	
   

  	
  8

  
	
  Section 1.12

  	
   

  	
  Billing and Payment Terms

  	
   

  	
  8

  
	
  Section 1.13

  	
   

  	
  Interruption of Services

  	
   

  	
  9

  
	
  Section 1.14

  	
   

  	
  Supervision and Compensation; Independent Contractor

  	
   

  	
  10

  
	
  Section 1.15

  	
   

  	
  Staffing of Personnel

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II
  MUTUAL OBLIGATIONS; COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
   

  	
  Legal Actions

  	
   

  	
  10

  
	
  Section 2.2

  	
   

  	
  Providing Periodic Reports

  	
   

  	
  11

  
	
  Section 2.3

  	
   

  	
  Means of Providing Services

  	
   

  	
  11

  
	
  Section 2.4

  	
   

  	
  Consents; Further Assurances

  	
   

  	
  11

  
	
  Section 2.5

  	
   

  	
  Information Technology Security and other IT Related
  Matters

  	
   

  	
  12

  
	
  Section 2.6

  	
   

  	
  Cooperation

  	
   

  	
  13

  
	
  Section 2.7

  	
   

  	
  Cendant Separation Agreement

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III TAX
  MATTERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
   

  	
  Service Taxes

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV
  ACCESS TO INFORMATION AND PERSONNEL

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
   

  	
  Access to Information

  	
   

  	
  14

  
	
  Section 4.2

  	
   

  	
  Privilege

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V
  CONFIDENTIALITY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.1

  	
   

  	
  Confidential Information

  	
   

  	
  15

  
	
  Section 5.2

  	
   

  	
  Intellectual Property and Data

  	
   

  	
  18

  



 



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  ARTICLE VI DISCLAIMER AND
  LIMITATION OF LIABILITY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.1

  	
   

  	
  Limited Remedy and Limitation of Damages

  	
   

  	
  20

  
	
  Section 6.2

  	
   

  	
  Disclaimer of Warranties

  	
   

  	
  22

  
	
  Section 6.3

  	
   

  	
  Limitation of Consequential Damages

  	
   

  	
  22

  
	
  Section 6.4

  	
   

  	
  Liability Cap

  	
   

  	
  22

  
	
  Section 6.5

  	
   

  	
  Third Party Vendors

  	
   

  	
  23

  
	
  Section 6.6

  	
   

  	
  Shared Contracts Limitation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII
  INDEMNIFICATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.1

  	
   

  	
  Indemnification

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII
  OTHER PROVISIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.1

  	
   

  	
  Records

  	
   

  	
  24

  
	
  Section 8.2

  	
   

  	
  Inspection Rights

  	
   

  	
  24

  
	
  Section 8.3

  	
   

  	
  Certain Audit Rights

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX
  TERMINATION AND SERVICE TERMINATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.1

  	
   

  	
  Termination

  	
   

  	
   

  
	
  Section 9.2

  	
   

  	
  Service Termination

  	
   

  	
  25

  
	
  Section 9.3

  	
   

  	
  Consequences of Termination and Service Termination

  	
   

  	
  26

  
	
  Section 9.4

  	
   

  	
  Survival

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
  27

  
	
  ARTICLE X
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.1

  	
   

  	
  Force Majeure

  	
   

  	
  27

  
	
  Section 10.2

  	
   

  	
  Assignment

  	
   

  	
  28

  
	
  Section 10.3

  	
   

  	
  Relationship of the Parties

  	
   

  	
  28

  
	
  Section 10.4

  	
   

  	
  Governing Law and Submission to Jurisdiction

  	
   

  	
  29

  
	
  Section 10.5

  	
   

  	
  Entire Agreement

  	
   

  	
  29

  
	
  Section 10.6

  	
   

  	
  Notices

  	
   

  	
  29

  
	
  Section 10.7

  	
   

  	
  Disputes

  	
   

  	
  30

  
	
  Section 10.8

  	
   

  	
  Severability

  	
   

  	
  30

  
	
  Section 10.9

  	
   

  	
  Interpretation

  	
   

  	
  31

  
	
  Section 10.10

  	
   

  	
  Counterparts

  	
   

  	
  31

  
	
  Section 10.11

  	
   

  	
  Further Cooperation

  	
   

  	
  31

  
	
  Section 10.12

  	
   

  	
  Amendment and Waiver

  	
   

  	
  31

  
	
  Section 10.13

  	
   

  	
  Duly Authorized Signatories

  	
   

  	
  31

  
	
  Section 10.14

  	
   

  	
  Waiver of Trial By Jury

  	
   

  	
  32

  
	
  Section 10.15

  	
   

  	
  Title and Headings

  	
   

  	
  32

  
	
  Section 10.16

  	
   

  	
  No Third Party Beneficiaries

  	
   

  	
  32

  
	
  Section 10.17

  	
   

  	
  Successors and Assigns

  	
   

  	
  32

  
	
  Section 10.18

  	
   

  	
  Certain Definitions

  	
   

  	
  32

  



 



 ii
 









 


	
  Schedules:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule 2.4

  	
   

  	
  Allocation of Costs of Consents

  	
   

  	
   

  
	
  Schedule 6.6

  	
   

  	
  Shared Contracts

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibits:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
  Services Provided by Travelport

  	
   

  	
   

  
	
  Exhibit B

  	
   

  	
  Services Provided by OWW

  	
   

  	
   

  



 


 



 iii















This Transition Services Agreement (this “Agreement”) is by and
between Travelport Inc., a Delaware corporation formerly known as B2B Newco,
Inc. (“Travelport”), and Orbitz Worldwide, Inc., a Delaware corporation
(“OWW”).  Each of Travelport and
OWW is sometimes referred to herein as a “Party” and, collectively, as
the “Parties.”  Defined terms used
in this Agreement have the meanings ascribed to them by definition in this
Agreement or in Section 10.18.


W I T N E S S E T H:


WHEREAS, the Parties are
wholly owned Subsidiaries of Travelport Limited, a Bermuda company f/k/a TDS
Investor (Bermuda) Ltd. (“Travelport Limited”); and


WHEREAS, the board of
directors of Travelport engaged in a reorganization of the businesses of
Travelport into two distinct and separate groups, business-to-business and
business-to-consumer, in February, 2007 (the “Reorganization”), pursuant
to which each Party agreed to provide to the other Party and their respective
Subsidiaries, as applicable, certain transitional, administrative and support
services on the terms set forth in a Master Services Agreement between
Travelport and TAI, a wholly-owned Subsidiary of OWW, dated as of February 8,
2007 (the “Master Services Agreement”);


WHEREAS, the Parties have
agreed to terminate the Master Services Agreement as of the date hereof, and to
enter into this Agreement in its place; and


WHEREAS, the board of directors of Travelport has determined that it is
appropriate, desirable and in the best interests of Travelport and its
stockholders to offer for sale a certain percentage of the Common Stock of OWW
in a registered public offering, which will be the initial public offering of
OWW common stock to the public, on or about July 25, 2007 (the “IPO”);


WHEREAS, Travelport Limited and OWW are entering into a Separation
Agreement coincident with the execution of this Agreement (the “Separation
Agreement”) to provide for their contemplated existence following the IPO
and certain other transactions;


WHEREAS, Travelport and OWW have each determined that it is desirable
in light of the IPO to enter into this Agreement in place of the terminated
Master Services Agreement;


NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements herein contained, and
intending to be legally bound, the Parties hereby agree as follows:













ARTICLE I


SERVICES


Section 1.1                                      Provision
of Services.


(a)                                          Upon the terms and subject to the
conditions set forth in this Agreement, each Party, as Service Provider, agrees
to provide (or cause one of its Subsidiaries to provide) to the other Party (or
to one of its Subsidiaries), as Service Recipient, in each case as applicable,
those services described in the exhibits attached hereto (each, together with
supplementary schedules attached thereto, an “Exhibit”, and each
numbered service listed on such Exhibit, together with the terms and conditions
of this Agreement and any applicable supplementary schedule to such Exhibit, a
“Services Agreement”), each on and pursuant to the terms set forth
therein (together, with the Additional Services (as defined in Section 1.2),
the “Services”).


(b)                                         Nothing herein shall prohibit,
modify or limit Travelport’s ability to transfer or allocate assets and
liabilities, as the case may be, to any entity in connection with, or in
contemplation of, the Reorganization or the IPO or otherwise; to the extent
that any such transfer or allocation results in a change the reasonable effect
of which is for one Party to become the Service Provider and/or Service
Recipient to any Services Agreement, then the Parties shall make such
amendments, revisions or modifications to the Exhibits as are reasonably
necessary to reflect the appropriate Service Provider and/or Service Recipient
as the case may be.


Section 1.2                                      Additional
Services. From time to time during the Service Term (as defined in Section
1.4), the Service Recipient may find it desirable to request, in addition
to the Services described in the applicable Exhibits, additional services to be
made available to such Service Recipient by the Service Provider, provided
that such Services are of a type generally provided by such Service Provider
(or, if the capacity to provide such Services is transferred to a Subsidiary of
such Service Provider (as described in Section 10.2 hereof), by a
Subsidiary of such Service Provider) prior to the date hereof (“Additional
Services”).  In the event that the
Service Recipient makes a written request that the Service Provider provide
Additional Services and such Service Provider agrees to provide such Additional
Services, the Parties shall negotiate in good faith and execute amendments to
the relevant Exhibits for such Additional Services that shall set forth, among
other things, (a) the time period during which the Additional Services
shall be provided, (b) a description of the Additional Services, and (c) the
estimated charge for the Additional Services. 
The Service Provider’s obligations with respect to providing any such
Additional Services shall become effective only upon an amendment to the relevant
Exhibits being duly executed and delivered by the Service Provider and the
Service Recipient.  It is understood
that, subject to Section 1.3, the Service Provider has no obligation to
provide Additional Services and may reject any request by any Service Recipient
for Additional Services for any reason or for no reason.



 2
 









Section 1.3                                      Obligations
as to Additional Services; Transition and Migration Assistance.


(a)                                  Upon request by the Service
Recipient, the Service Provider agrees to enter into discussions with the
Service Recipient to provide any Additional Services that (i) (1) are directly
dependent upon or inextricably intertwined with the Services and (2) were
inadvertently and unintentionally omitted from the list of Services, or (ii)
comprise transition or migration assistance from a Service by such Service
Provider to the successor service thereto; provided, however, that the
Service Provider shall not be obligated to provide such Additional Services to
the extent such Services are otherwise provided for in any agreements between
the Parties or if, following good-faith negotiation, the Parties are unable to
reach agreement on terms for such Additional Services.


(b)                                 Notwithstanding the foregoing in Section
1.2 and Section 1.3(a), to the extent that the Service Recipient
requests transition or migration assistance (i) that is directly related to a
Service being provided by a Service Provider and (ii) for which the Service
Provider is the only reasonably available source of knowledge or expertise relating
to such transition and migration assistance, and to the extent such transition
or migration assistance is not otherwise provided for in any agreements between
the Parties, then the Service Provider shall use commercially reasonable
efforts to provide such transition and migration assistance. The Service
Provider and Service Recipient shall mutually determine in good faith the
timeline and scope for such assistance, in light of the Service Recipient’s
requirements and business risk associated with disruptions in services, and the
Service Provider’s resource constraints and reasonable competing demands for
use of such resources. The Service Provider and Service Recipient shall
mutually agree on a budget for such assistance, which assistance shall be provided
at actual cost through March 31, 2008.


(c)                                  The Parties agree and acknowledge
that any other transition or similar assistance that may be provided by a Party
or its Affiliates to the other Party or its Affiliates (but is not described in
an Exhibit hereto and is not otherwise agreed to in writing pursuant to Section
1.2 or Section 1.3(a)) in connection with the Reorganization or the
IPO shall be deemed to be provided under this Agreement as Services (and
therefore subject to the terms and conditions of this Agreement, including the
exclusions of, and limitations on, liability), unless the Parties expressly
agree in writing that such other transition or similar assistance is not
governed by this Agreement. For the avoidance of doubt, the foregoing shall not
require any Party to provide any transition or similar assistance that is not
otherwise required under this Agreement.


Section 1.4                                      Term
of Services Agreements. Subject to Section 9.1 and Section 9.2,
the term of each Services Agreement shall expire on March 31, 2008 (the “Service
Term”), unless otherwise specified on the Exhibits hereto.  The term of any Services Agreement may be
extended by mutual written consent of the Parties at any time but no later than
ninety (90) days before the expiration of such Services Agreement.  The Parties shall agree upon a new expiration
date for such Services Agreement at the date of such extension, which date may
be further extended thereafter by mutual written consent 



 3
 









of the Parties at any
time but no later than ninety (90) days before the revised expiration date of
such amended Services Agreement.  Any
extension of a Services Agreement (i) shall be subject to restrictions of third
party licensors or providers, including those restrictions contained in Section
1.5 and Section 2.4, or in any Third Party Agreement made pursuant to this
Agreement and such Services Agreement, and (ii) notwithstanding Section 1.8,
may be subject to an increase in compensation and other payments after March
31, 2008, as agreed upon by the Parties at the date of such extension.


Section 1.5                                      Subcontracting
of Services.


(a)                                          The Service Recipient acknowledges
that the Service Provider may have subcontracted and may in the future, at
Service Provider’s discretion and at any time, subcontract with unaffiliated
third parties to provide services in connection with all or any portion of the
Services to be provided under a Services Agreement.  Notwithstanding the foregoing, the Service
Recipient acknowledges that all Services will be provided in accordance with
the terms of Service Provider’s Third Party Agreements used in connection with
such Services, subject to Section 1.6. 
Service Recipient shall comply with all terms and conditions of all such
Third Party Agreements that exist as of the date hereof and entered into by the
Service Provider for the provision of Services after the date hereof, and any
new terms and conditions of all such agreements of which Service Provider
notifies Service Recipient after the date hereof; provided, that
notwithstanding anything to the contrary in a Services Agreement, to the extent
that Service Recipient does not comply with any such terms and conditions,
Service Provider may decline to provide all or the applicable part of the
particular Services with which such Third Party Agreement is used, without
liability.


(b)                                         If any of the Service Provider’s
Third Party Agreements used in connection with a Service expire or terminate,
the Service Provider shall use commercially reasonable efforts to either (a)
renew such agreement on substantially the same terms and conditions for the
term of the applicable Service if commercially reasonable, or (b) enter into a
comparable new agreement with an alternative subcontractor for the term of the
applicable Service if commercially reasonable. 
If such agreement or a comparable new agreement are not available on
commercially reasonable terms, then the Service Provider will promptly notify
the Service Recipient, and both parties shall use commercially reasonable
efforts to reach a mutually agreed solution; provided, however, that (i)
in the event that such non-renewal or new agreement occurs through no fault of
Service Provider or its Subsidiaries, any additional costs, to the extent these
costs exceed the amount payable to Service Provider for such Services pursuant
to the agreement that is being replaced, shall be the sole responsibility of
Service Recipient, and (ii) in the event that such non-renewal or new agreement
occurs due to any breach by Service Provider or its Subsidiaries of its agreements
with any of its third party contractors or outsourcers, any additional costs,
to the extent these costs exceed the amount payable to Service Provider for
Services pursuant to the agreement that is being replaced, shall be the sole
responsibility of Service Provider.



 4
 









Section 1.6                                      Standard
of Service.


(a)                                          The Service Provider agrees that in
providing (or causing others to provide) the Services under such Services
Agreement, it shall (and shall cause each Subsidiary or advisor and, to the
extent practicable, any other third party service provider to): (i) conduct
itself in accordance with standards of service (including quality) no less than
the then-current standards applied by Service Provider hereafter with respect
to the specific matters in question in its own business, but in no event less
than the standards of service applied for the Service Recipient immediately
prior to the date hereof with respect to the specific matters in question and
(ii) comply in all material respects with any applicable standards, procedures,
policies, operating guidelines, practices and instructions specifically set
forth in the Exhibits describing the relevant Services.  In the event of a conflict between Section
1.6(a)(i) and Section 1.6(a)(ii), the standards of Section 1.6(a)(ii)
shall govern.  Notwithstanding the
foregoing, it shall not be deemed to be a breach of this Agreement if one Party
to a Services Agreement fails to meet the standards required under this Section
1.6 because of the failure of the other Party to such Services Agreement to
cooperate with or provide information or services to such Party as required
under such Services Agreement.


(b)                                         Each Party to a Services Agreement
agrees that in providing or receiving Services under such Services Agreement,
it shall (and shall cause each Subsidiary or advisor and, to the extent
practicable, any other third party service provider to) comply with all laws,
regulations and orders applicable to the conduct of the activities contemplated
hereby.


Section 1.7                                      Right
to Decline Services. Notwithstanding anything contained in a Services
Agreement, a Party to a Services Agreement may decline to provide all or any
part of any particular Services, if such Party reasonably believes that the
performance of its obligations relating thereto would violate (i) any
applicable law, regulation, judicial or administrative ruling or decision
applicable to its business or property or (ii) any Third Party Agreement
(including any license held by a Service Provider) existing as of the date hereof,
but only (a) to the extent reasonably necessary for such Party to ensure
compliance therewith, (b) after such Party has applied commercially reasonable
efforts to reduce the amount and/or effect of any such restrictions (provided
that this clause (b) shall not cause or require such Party to violate any Third
Party Agreement, including any license held by a Service Provider) and (c)
after such Party has delivered written notice to the other Party to such
Services Agreement specifying in reasonable detail the nature of the applicable
restrictions and of any proposed modification in such Party’s obligations.


Section 1.8                                      Compensation
and Other Payments.


(a)                                          Subject to Section 1.10, and
except as provided on Exhibit A or Exhibit B hereto, for any
Services provided through March 31, 2008, the Service Recipient agrees to pay
the Service Provider to such Services Agreement (or, if the Service Provider so
directs, to a Subsidiary of the Service Provider) in accordance with Section
1.12, an amount equal to the sum of the following items:



 5
 









(i)                                                                        an amount in cash equal to such
Service Recipient’s proportionate share (based on actual usage/consumption) of
the aggregate cost incurred by the Service Provider in providing such Service,
except as otherwise provided in the relevant Exhibit; and


(ii)                                                                     if applicable, the charge for any
Additional Services provided by the Service Provider pursuant to Section 1.2.


(b)                                         The Service Provider shall use
commercially reasonable efforts to provide the Service Recipient with thirty
(30) days’ advance notice (or, if such thirty (30) days’ advance notice is not
practicable under the circumstances, as soon as reasonably practicable) of all
increases in costs for any Services; provided, that Service Provider’s failure
to provide any such notice shall not relieve the Service Recipient of its
responsibility for such costs.


(c)                                          Notwithstanding Section 1.8(c),
if the Service Provider reasonably believes that it cannot provide the Services
to the Service Recipient without making an expenditure that is subject to Section
1.8(c), then the Service Provider supplying the Service shall so notify the
Service Recipient in writing. Such notification shall include a specific
description of the known material benefits and consequences of both consenting
to or rejecting such expenditure, including the extent to which Services could
not be provided to such Service Recipient without such expenditure. If more
than one Service Recipient receives Services that will benefit from such
expenditure, then the Service Provider shall include in such notice: (i) the
portion of such expenditure that such Service Recipient would be obligated to
pay and (ii) to the extent such Services are reasonably providable to the
Service Recipient without such expenditure, a good faith estimate of the
incremental costs of providing such Services to such Service Recipient without
such expenditure. Within thirty (30) days after the Service Recipient receives
such written notification from Service Provider, the Service Recipient shall
either consent to (which consent shall not be unreasonably withheld or delayed)
or reject the proposed expenditure; provided, that failure to consent to
or reject the proposed expenditure within such time period shall be deemed a
consent to the proposed expenditure. In the event of any such rejection: (1)
such rejection shall also be deemed a rejection of the Services corresponding
to such expenditure (to the extent not reasonably providable without such
expenditure) with no obligation of or liability to the Service Provider with
respect thereto, and (2) to the extent any such corresponding Services are
reasonably providable without such expenditure, such Service Recipient shall be
responsible for all incremental costs of providing such Services to such
Service Recipient without such expenditure.


Section 1.9                                      Employee
Severance Costs. Upon the termination of employment of any of the corporate
or shared services employees providing Services under any one or more Services
Agreements, where such termination is primarily due to the termination or
reduction of the Services which such employee was supporting, the Service
Recipient to such Services Agreement(s) shall reimburse the Service Provider
for a portion of the severance costs associated with such employee’s termination
of 



 6
 









employment (excluding the
cost of any long term incentive programs (“LTIPs”)) (the “Employee
Severance Cost”), or otherwise in proportion to such employee’s time
allocable to the benefit received by such Service Recipient, as determined by
the Service Provider utilizing a good faith analysis (a) in accordance
with the Service Provider’s historical methodology for assessing and allocating
similar expenses among its Subsidiaries, or if there is no such historical
methodology for such Services, then (b) in accordance with the methodology
used to determine the pricing in the applicable Exhibit determined by Service
Provider.  Except as set forth in this Section
1.9, the Service Provider will be responsible for its own employee
severance costs; such severance costs will not be included for purposes of any
“true up” pursuant to Section 1.10.


Section 1.10                                Annual
Compensation True-Up.


(a)                                          With respect to each Services
Agreement, the Service Provider under such Services Agreement shall deliver to
the Service Recipient under such Services Agreement a cost adjustment report
within ninety (90) days after the end of each calendar year (including calendar
year 2007) during the Service Term (except that, upon expiration or termination
of the last of any Services Agreements between any Service Provider and any
Service Recipient, such cost adjustment report shall be delivered within ninety
(90) days after the expiration or termination date of such last Services
Agreement, rather than within ninety (90) days after the end of the calendar
year in which such expiration or termination occurs).  Such cost adjustment report shall specify (i)
the total charges incurred by the Service Recipient during such calendar year
under such Services Agreement, as determined by the fees and other charges set
forth in the applicable Exhibit; (ii) the Service Provider’s Costs for the
Services provided to the Service Recipient (and/or its Subsidiaries) under such
Services Agreement during such calendar year, together with a reasonably
specific itemization of such Costs; and (iii) the “Adjustment Amount”,
which is defined as the aggregate Costs incurred by the Service Provider to
provide such Services (as described in (ii) above) less the aggregate fees and
other charges calculated in accordance with the applicable Services Agreement
(as described in (i) above), excluding for all purposes any costs to obtain any
consents, licenses and other agreements that are allocated pursuant to Section
2.4(a) and any non-cash costs or charges (e.g., amounts charged in respect
of LTIPs).  If the Adjustment Amount is
positive, then the Service Provider shall include an invoice with such report
for such Adjustment Amount, which amount shall be due and payable within thirty
(30) days after receipt of such invoice, as well as subject to contention in
accordance with the provisions of Section 1.12.  If the Adjustment Amount is negative, then
the Service Provider shall credit the Service Recipient for the Adjustment
Amount against the next payment(s) due to the Service Provider by the Service
Recipient under such Services Agreement, and to the extent any such Services
are no longer being provided, the Service Provider shall remit payment for such
negative amount to the Service Recipient together with the cost adjustment report.


(b)                                         “Cost” means, with respect to
any Services, the actual cost incurred by the Service Provider in connection
with the provision of such Services under the applicable Services Agreement,
excluding for all purposes any non-cash costs or charges (e.g., amounts charged
in respect of LTIPs); more specifically, “Cost” shall 



 7
 









equal
the sum (without duplication) of: (i) all actual out-of-pocket costs paid by
the Service Provider and its Subsidiaries to third parties (other than any
Subsidiaries of the Service Provider) with respect to such Services; and (ii)
all direct costs incurred by the Service Provider and its Subsidiaries in
providing such Services (including the portion of any costs allocable only in
part to the Services provided to the Service Recipient and its Subsidiaries); provided,
however, that with respect to travel expenses incurred by the Service Provider
in connection with providing Services, the Costs with respect to such travel
expenses shall be incurred in conformity with Travelport’s travel policy as in
effect on the date hereof.


(c)                                          Notwithstanding any of the foregoing
in this Section 1.10, this Section 1.10 shall not apply to (i)
employee termination costs and expenses, which are covered by Section 1.9
or (ii) any Additional Services under any Services Agreement, unless the
applicable Exhibit for such Services Agreement specifically makes such
Additional Services subject to this “true up” provision.


Section 1.11                                Cost-Effective
Provision of Services. The Service Provider shall use commercially
reasonable efforts to (i) utilize resources and otherwise provide the Services
in a cost-effective manner and to otherwise minimize expenses, and (ii)
minimize any Transition Costs and Unrecovered Costs.  Without limiting the foregoing, as the volume
of any Services is reduced by any Service Recipient under any Services
Agreement or as any portion of any Services under any Services Agreement is
terminated or expires, the Service Provider shall use commercially reasonable
efforts to reduce the Costs associated with providing the remaining Services,
to the extent practicable.  Such efforts
shall include, without limitation, the termination or reallocation of
personnel, and the cancellation of leases for, or reallocation or sale of
equipment and other resources that had previously been allocated to providing
the terminated or reduced Services, without materially adversely effecting the
standard of service to be provided for the remaining Services as required
pursuant to Section 1.6 or any other services provided by such Service
Provider; provided, however, that such Service Provider shall not be
required to terminate the employment of, or reallocate, any employee, if it
does not charge the other Party for the costs of employing such employee or
will not do so following such reduction in Services.


Section 1.12                                Billing
and Payment Terms.


(a)                                          The payor Party under a Services
Agreement (or, if applicable, its Subsidiary) agrees to pay the payee Party, or
if such payee Party so directs, a Subsidiary of such payee Party, in accordance
with, and subject to, the billing and payment terms set forth in such Services
Agreement.  On the first day of each
month following the effective date of a Services Agreement the payee Party to
such Services Agreement shall provide the payor Party to such Services
Agreement with one invoice detailing the charges for all amounts due by such
payor Party to such payee Party under all Services Agreements entered into
among such Parties and each Party shall pay such invoices within thirty (30)
days after receipt of such invoice. 
Amounts not paid in accordance with this Section 1.12(a) within
thirty (30) days after receipt of such invoice shall accumulate interest at a
rate per annum equal to the then-applicable 



 8
 









Prime
Rate plus one percent (1%) (or the maximum legal rate, whichever is lower)
(such rate being referred to herein as the “Interest Rate”) from the 31st day following receipt of such invoice to but
excluding the date on which amounts due are paid.


(b)                                         In the event the payor Party to a
Services Agreement does not pay any sum, or any part thereof, in accordance
with Section 1.10(a), the payee Party to such Services Agreement shall,
effective thirty (30) days following the delivery of written notice to such
payor Party of such payment default, have no further obligation pursuant to
this Agreement to provide Services to such payor Party until such unpaid
balance plus all accrued and unpaid interest at the applicable Interest Rate
shall have been paid.


(c)                                          The payor Party shall promptly
notify the payee Party in writing of any amounts billed to it that are in
dispute; provided, that no such dispute and notice shall relieve such
payor Party from paying, nor may such payor Party withhold, any amounts owed to
the payee Party pursuant to Section 1.12(a); except that the payor Party
may withhold payments for third party pass-through charges, solely to the
extent permitted by the applicable Third Party Agreement, upon notice to the
payee Party.  (Similarly, the payee Party
shall continue to perform its obligations that are in dispute (including the
provision of Services), pursuant to Section 10.7, but subject to Section
1.12(b).)  Upon receipt of such
notice, the payee Party will research the items in question in a reasonably
prompt manner and cooperate to resolve any differences with such payor
Party.  In the event that the Parties
mutually agree that any amount that was paid by such payor Party was not
properly owed, the payee Party will refund that amount plus Interest
(accumulating from the original due date for such amount) to such payor Party
within thirty (30) days after receipt of such notice (or, alternatively, the
payee Party may deduct the dollar amount from the next invoice submitted to
such payor Party).  In the event
agreement is not reached by the Parties within thirty (30) days after receipt
of the notice referred to above, the matter shall be referred to resolution in
accordance with Section 10.7.


Section 1.13                                Interruption
of Services. Except as otherwise provided herein, the Service Provider,
will use its commercially reasonable efforts to provide uninterrupted Services
to the Service Recipient through the Service Term.  In the event, however, that (x) any such
Service Provider, or its respective suppliers or subcontractors are wholly or
partially prevented from providing a Service or Services to the Service
Recipient or if a Service or Services are interrupted or suspended, in either
case by reason of any force majeure event set forth in Section 10.1, (y)
the Service Provider shall deem it reasonably necessary to suspend delivery of
a Service hereunder for purposes of maintenance, repair or replacement of
equipment parts or structures, or (z) to the extent that the Service Provider
relies on a third party for products or services in connection with any such
Services and the third party ceases to perform its obligations, the Service
Provider shall not be obligated to deliver such Service during such periods; provided,
that the Service Provider: (i) has given, whenever possible, reasonable written
notice of the interruption in accordance with Section 10.6 within a
reasonable period of time, explaining the reason, purpose and likely duration
thereof; and (ii) use commercially reasonable efforts to minimize the duration
and impact of the interruption.  If such 



 9
 









interruption of Services
has a more than minimal negative impact on any material aspect of the Service
Recipient’s business and the Service Provider cannot readily and materially
reinstate the Service involved, such Service Provider will use its commercially
reasonable efforts to assist the Service Recipient in securing alternative
services to try to minimize such negative impact on such Service
Recipient.  Each Party shall promptly
notify the other Party under a Services Agreement of any event or circumstance
of which such Party or any of its representatives has knowledge that would or
would be reasonably likely to cause a disruption in any Services under such
Services Agreement.


Section 1.14                                Supervision
and Compensation; Independent Contractor. The Service Provider, shall
select, employ, pay, supervise, direct and discharge all the personnel
providing Services for it under such Services Agreement.  Each such Service Provider shall be solely
responsible for the payment of all benefits and any other direct and indirect
compensation for personnel assigned to perform Services on its behalf under
this Agreement, as well as such personnel’s worker’s compensation insurance,
employment taxes, and other employer liabilities relating to such personnel as
required by law.  The personnel employed
by the Service Provider to provide Services shall be considered independent
contractors with respect to the Service Recipient in connection with the
performance of Services hereunder.  The
employees of the Service Provider performing Services in connection herewith
shall not be deemed to be employees of the Service Recipient.  No joint venture, partnership or other
relationship shall be created or implied by this Agreement.


Section 1.15                                Staffing
of Personnel. Each Service Provider shall be solely responsible for
assigning reasonably competent personnel to perform the Services for it under
such Services Agreement, which personnel will be instructed by such Service
Provider to perform Services in a timely, efficient and workmanlike manner.


ARTICLE II


MUTUAL OBLIGATIONS; COVENANTS


Section 2.1                                      Legal
Actions. Within fifteen (15) Business Days of either Party becoming a party
to, or threatened with, or otherwise receiving notice of, any legal or
regulatory proceeding or investigation (including inquiries or complaints from
any federal agency, state attorney general’s office, from a legislator on
behalf of a constituent or from any Better Business Bureau or similar
organization) (in each case, a “Proceeding”) arising out of or in
connection with the Services provided hereunder, it is agreed that such Party
will promptly provide written notification of such event to the other Party
and, to the extent reasonably requested or appropriate, the other Party will
cooperate with such Party to defend, settle, compromise or otherwise resolve
such Proceeding; provided, that any costs incurred by the other Party related
to its cooperation shall be borne by the Party against whom the Proceeding has
been brought if it is determined that such Party has been grossly negligent or
engaged in willful misconduct.


(a)                                          Each Party to a Services Agreement
agrees, to the extent reasonably necessary, to cooperate and consult in the
defense and settlement of any 



 10
 









Action
threatened or filed by a third party (“Third Party Action”) which
implicates both Parties or any of their Subsidiaries and which relates
primarily to the Services provided by or to the Parties.  In addition, the Parties hereto will use
their reasonable best efforts to provide assistance to the other Party with
respect to any Third Party Action, and to make available to the other Party
reasonable access to its directors, officers, other employees and agents as
witnesses in legal, administrative or other proceedings to the extent reasonably
necessary in connection with such Third Party Action.  The Party providing information, consulting
or witness services under this Section 2.1(b) shall be entitled to
reimbursement from the other Party for reasonable and documented expenses.


(b)                                         No Party shall have the authority to
institute, prosecute or maintain any Proceeding on behalf of the other Party
without the prior written consent of the other Party.


Section 2.2                                      Providing
Periodic Reports. Each Party, in its capacity as Service Provider, will
provide (or cause a Subsidiary of such Party to provide), upon reasonable
written notice, such periodic reports with respect to the Services it provides
under a Services Agreement as is reasonably requested by the Service Recipient
receiving such Services, including such reports as are specified in the
relevant Exhibits; provided that for any type of periodic report that was not
provided to the Service Recipient prior to the date hereof, the Service
Provider shall be permitted to charge a reasonable fee for the provision of
such report.


Section 2.3                                      Means
of Providing Services. With respect to any particular Service to be
provided under a Services Agreement, the Service Provider to such Services
Agreement, shall, unless otherwise specified in the Exhibits, determine the
means and resources used to provide such Service in accordance with its prudent
business judgment.


Section 2.4                                      Consents;
Further Assurances.


(a)                                          The Parties shall reasonably
cooperate and use commercially reasonable efforts to obtain all third party
consents, licenses and other agreements necessary for the provision of the
Services, unless otherwise stated in a Services Agreement.  The cost of obtaining any such consents,
licenses and other agreements and that are required to perform Services will be
allocated as set forth on Schedule 2.4, except as otherwise provided in
any exhibit hereto.  The cost for
replicating any agreements in connection with the Reorganization or the IPO
shall be borne by the Party to such replicated agreement.  In the event that any consent, license or
other agreement under this Section 2.4 cannot be obtained despite the
Parties’ commercially reasonable efforts, then (i) the Party ascertaining such
consent, license or other agreement will not be granted by the applicable third
party shall immediately notify the other Party, and the Service Provider shall
as soon as practicable notify the affected Service Recipient in reasonable
detail the nature of the applicable exposure and of any proposed resulting
modification in the Services, (ii) the Parties shall cooperate and assist the
Service Recipient in obtaining alternative arrangements, (iii) the Service
Provider shall continue to provide the Services to the extent reasonably
practicable 



 11
 









under
such circumstances, and (iv) the affected Parties shall use commercially
reasonable efforts to reduce the amount and/or effect of disruption caused by
any such failure to obtain such consent, license or other agreement.


(b)                                         In order to effectuate the intent of
Section 2.4(a), each Party shall execute and deliver such further
documents and take such other actions as may be reasonably requested of it by
the other Party, who is either the Service Provider to such Party or the
Service Recipient of such Party, in order to effect or enable the provision of
the Services contemplated hereunder.  In
addition, each Party shall cause its Subsidiaries who provide Services pursuant
to any Exhibits, to perform their obligations in accordance with this Agreement
and the Exhibits, including without limitation, all payment obligations
hereunder and thereunder, and shall remain liable for the failure of its
Subsidiaries to so perform.


Section 2.5                                      Information
Technology Security and other IT Related Matters.


(a)                                          No Party shall, and each Party shall
not permit its Subsidiaries and its and their applicable vendors to, access or
use the information systems of the other Party made available under any
Services Agreement, except as expressly permitted and required for receipt or
provision of the Services, as applicable, and as contemplated to otherwise
perform its obligations or exercise its rights under this Agreement or any
Services Agreement.


(b)                                         Each Party under a Services
Agreement (and its Subsidiaries and their respective third party vendors) shall
not tamper with, compromise or attempt to circumvent, any physical or
electronic security or audit measures employed by the other Party, to such
Services Agreement (and its Subsidiaries and their respective third party
vendors).  The Service Recipient shall
not, without the Service Provider’s express written consent or as otherwise
provided in this Agreement, and without complying with such Service Provider’s
security policies and procedures, access any computer system of such Service
Provider or its Subsidiaries or remove from such Service Provider’s or its
Subsidiaries’ premises any of such Service Provider’s or its Subsidiaries’
Confidential Information or any other property of such Service Provider, its
Subsidiaries, employees, members, or customers. 
The Service Provider (including its third party vendors) shall not,
without the Service Recipient’s consent or as otherwise provided in this
Agreement, and without complying with such Service Recipient’s security
policies and procedures, access any computer system of such Service Recipient
or its Subsidiaries or remove from such Service Recipient’s or its
Subsidiaries’ premises any of such Service Recipient’s or its Subsidiaries’
Confidential Information or any other property of the Service Recipient, its
Subsidiaries, employees, members, or customers.


(c)                                          The Service Recipient and the
Service Provider (and its respective Subsidiaries and its and their respective
third party vendors) shall comply with (i) any and all applicable privacy and
information security laws, regulations, statutes, and guidelines, and (ii) the
policies, standards, and guidelines for privacy,



 12
 









information
protection, and information and system security in effect as of the date
hereof, as such may be modified by mutual agreement of the Parties to address
security exposures and risks that may be discovered, such agreement not to be
unreasonably withheld or delayed.  Each
of the Parties shall maintain security controls over resources it provides
hereunder or personnel who may access the other Party’s (or the other Party’s
Subsidiaries’) electronic mail, Web site, systems, or Confidential Information,
which controls shall protect the confidentiality, privacy, integrity and
availability of information.


(d)                                         No Party shall, and shall cause its
Subsidiaries to not, introduce into any computer systems, databases, or
software of the other Party or its Subsidiaries, or of any third party to which
access is provided, any viruses or any other contaminants (including, but not
limited to, codes, commands, instructions, devices, techniques, bugs, web bugs,
or design flaws) that may be used to access, alter, delete, threaten, infect,
assault, vandalize, defraud, disrupt, damage, disable, inhibit, or shut down
the other Party’s or its Subsidiaries’ or applicable third parties’ computer
systems, databases, software, or other information or property.  To the extent that either Party will (i)
perform services or tasks via any electronic means (including, but not limited
to, electronic mail, Web site, and/or the Internet), and/or (ii) provide or
cause to be provided to the other Party or its Subsidiaries with access to its
electronic mail systems, Web sites, computer systems, and/or other Internet
systems, the performing or providing Party shall implement or cause to be implemented
industry-standard security to protect the other Party’s, its Subsidiaries’ and
applicable third parties’ computer systems, network devices and/or the data
processed thereon against the risk of penetration by, or exposure to, a third
party.  Unless otherwise agreed to by the
Parties, any hardware or software accessed by the other Party or its
Subsidiaries or provided to one Party by the other Party in connection with the
Services shall remain the original Party’s property (as the case may be) and
must be surrendered upon the original Party’s request and/or when the Services
terminate or expire.


Section 2.6                                      Cooperation.
During the term of this Agreement, the Parties shall, and shall cause each of
their respective Subsidiaries and each of the foregoing entities’ respective
agents, auditors and representatives to, cooperate with each other in good
faith (i) in the performance of the Services and the Parties’ respective
obligations under this Agreement to provide required services specified herein
and (ii) to facilitate an orderly and efficient transition of services,
processes and functions, in each case in a manner consistent with the intent of
this Agreement and without undue burden on either Party.


Section 2.7                                      Cendant
Separation Agreement. To the extent that any Services specified in the Exhibits
hereto are provided under, or are otherwise subject to, the provisions of the
Cendant Separation Agreement (or any Ancillary Agreement (as defined, for the
purposes of this Section 2.7 only, in the Cendant Separation Agreement)
thereto), each Party shall fully comply with the Cendant Separation Agreement
and/or the applicable Ancillary Agreement, including but not limited to those
Services specified on Exhibit 24 (IT (Cendant to Travelport)), Exhibit 57 (Communications
Services (Cendant 



 13
 









to Travelport)), and
Exhibit 65 (Records Management (Cendant to Travelport)) to the Cendant
Transition Services Agreement.


ARTICLE III


TAX MATTERS


Section 3.1                                      Service
Taxes. Each Party in its capacity as Service Recipient shall pay or cause
to be paid all sales, service, valued added, use, excise, occupation, and other
similar taxes and duties (together in each case with all interest, penalties,
fines and additions thereto) that are assessed against the Parties on the
provision of Services as a whole, or any particular Service (including with
respect to amounts paid by the Service Provider to third parties), including
Additional Services, received by the Service Recipient or any of its
Subsidiaries from any Service Provider or any of its Subsidiaries pursuant to
the terms of this Agreement (collectively, “Service Taxes”).  If required under applicable law (or, in the
case of Service Taxes relating to amounts paid by the Service Provider to third
parties), the Service Provider shall invoice the Service Recipient to such
Services Agreement for the full amount of all Service Taxes, and such Service
Recipient shall pay, in addition to the other amounts required to be paid
pursuant to the terms of this Agreement, such Service Taxes to such Service
Provider.


ARTICLE IV


ACCESS TO INFORMATION AND PERSONNEL


Section 4.1                                      Access
to Information. Subject to the confidentiality provisions set forth in
Article V below and any other restrictions contained in this Agreement, each
Party shall, and shall cause their respective Subsidiaries to, provide, upon
written request, any information within such Party’s or its Subsidiaries’
possession that the requesting Party reasonably needs in connection with
Services being provided by or to such requesting Party (i) to comply with
requirements imposed on the requesting Party by a governmental authority; (ii)
for use by such requesting Party in any proceeding or to satisfy audit,
accounting, tax or similar requirements; or (iii) to comply with such requesting
Party’s obligations under this Agreement.


Section 4.2                                      Privilege.
The Parties recognize that legal and other professional services have been and
will be provided prior to and following the date hereof that were or will be
rendered for the benefit of each of the Parties to this Agreement.  The Parties agree that their respective
rights with respect to all privileged information in connection with such
services shall be governed by Sections 4.4, 7.6 and 7.7 of the Separation
Agreement.



 14
 









ARTICLE V


CONFIDENTIALITY


Section 5.1                                      Confidential
Information.


(a)                                          Each Party may from time to time
disclose Confidential Information to the other Party (both orally and in
writing) to the extent necessary to carry out their obligations or exercise
their rights under this Agreement and the Exhibits, including with respect to
Services.


(b)                                         Each receiving Party agrees to treat
all Confidential Information provided by any disclosing Party pursuant to this
Agreement and any Exhibits as proprietary and confidential to the disclosing Party,
and the receiving Party shall not (without the prior written consent of the
disclosing Party) disclose or permit disclosure of such Confidential Information
to any third party; provided, that the receiving Party may disclose, on
a need-to-know basis, such Confidential Information to (i) its third party
subcontractors or to its Subsidiaries who have signed non-disclosure agreements
with the receiving Party that are at least as protective as the terms set forth
herein (for purposes of this Section 5.1(b) a confidentiality term of at
least five years is sufficient), and/or (ii) its current employees, officers,
or directors, or legal or financial representatives.  For the avoidance of doubt, non-disclosure
agreements in effect prior to the date of commencement of Services under any
Services Agreement are not required to be amended to comply with the foregoing
sentence, notwithstanding that Confidential Information may be disclosed
pursuant to such non-disclosure agreement after the date of commencement of Services
under such Services Agreement.  The receiving
Party agrees to safeguard all Confidential Information of the disclosing Party
with at least the same degree of care (which in no event shall be less than
reasonable care) as the receiving Party uses to protect its own Confidential
Information.  The receiving Party shall
use the disclosing Party’s Confidential Information solely for the purpose of
fulfilling its obligations and exercise its rights under this Agreement and the
Exhibits.  The receiving Party further
agrees not to use or disclose the disclosing Party’s Confidential Information
for its own benefit or for the benefit of others, except as otherwise
contemplated by this Agreement, the Exhibits, or the disclosing Party in writing.


(c)                                          Notwithstanding this Section 5.1,
the Parties acknowledge and agree that the information shall not be deemed
Confidential Information, and the receiving Party shall have no
confidentiality, non-use or nondisclosure obligation with respect to any such
information to the extent that it is: 
(i) independently developed by the receiving Party without the use of
any Confidential Information and any breach of this Agreement by the receiving
Party, as established by documentary evidence; (ii) in the public domain by no
fault or wrongful act of the receiving Party; (iii) with respect to
Confidential Information that is disclosed by the disclosing Party after the
date of commencement of Services under any Services Agreement but not any
Confidential Information of the disclosing Party disclosed to the receiving
Party on or before such date, known by the receiving Party prior to disclosure
by the disclosing Party, as 



 15
 









established
by documentary evidence; (iv) disclosed to the receiving Party by a third party
who was not under a similar restriction or obligation of confidentiality to the
disclosing Party, and without breach of this Agreement; or (v) approved for
release by written authorization of the disclosing Party and the third party
owner of the disclosed information; provided, that other documentation (e.g., taped, transcribed or click stream data) shall
constitute written authorization of a third party owner for purposes
hereof.  The Parties further acknowledge
and agree that Confidential Information may be disclosed pursuant to the lawful
requirement or order of a court or governmental agency; provided, that
upon the receiving Party’s request for such a disclosure, the receiving Party
gives prompt written notice thereof to the disclosing Party (unless such notice
is not possible under the circumstances, and in such event, such notice shall
be provided as promptly as possible thereafter) so that the disclosing Party
may have the opportunity to intervene and contest such disclosure and/or seek a
protective order or other appropriate remedy.


(d)                                         The exceptions to Confidential
Information set forth in Sections 5.1(c)(i)-(v) shall not apply to
personally identifiable information accessed and/or held by either Party,
unless the receiving Party can establish, by documentary evidence, that it
lawfully received the same personally identifiable information independently
from (i) the owner of such personally identifiable information, (ii) a person
to whom such personally identifiable information relates or (iii) a party with
the legal authority to provide such personally identifiable information to the
receiving Party on behalf of such owner or person.  As between the receiving Party and the
disclosing Party, the receiving Party shall bear all responsibility and
liability for the receiving Party’s disclosure and all other uses of the
personally identifiable information which the receiving Party receives (except
to the extent that the receiving Party is acting with respect to such
personally identifiable information, in accordance with the express directions
of the disclosing Party, in which case the receiving Party’s responsibility and
liability shall be determined in accordance with the other provisions of this
Agreement).  To the extent that the Receiving
Party becomes aware of any non-permitted transmittal or disclosure of
Confidential Information, the receiving Party shall use its commercially
reasonable efforts to promptly notify the disclosing party of such
non-permitted transmittal or disclosure of Confidential Information.


(e)                                          All Confidential Information
transmitted or disclosed hereunder will be and remain the property of the
disclosing Party, and the receiving Party shall (at the disclosing Party’s
election) promptly destroy or return to the disclosing Party, as directed by
the disclosing Party, any and all copies thereof upon Termination or expiration
of this Agreement and/or the applicable Exhibit, or upon the written request of
the disclosing Party, to the extent such destruction or return does not affect
the ability of the receiving Party to perform any Services required hereunder; except,
that (i) the receiving Party may elect to destroy rather than return copies of
the disclosing Party’s Confidential Information that are commingled or
otherwise intertwined with other information not owned by the disclosing Party
and not readily separable from such other information and (ii) the receiving
Party is not obligated to return or destroy copies of Confidential Information
that are required to be maintained by applicable law or regulation or such
Party’s business management policies, or that 



 16
 









are
unreasonably burdensome to separate out from other information for purposes of
return or destruction (such as copies thereof commingled with other information
in electronic mail archives); provided, that, for avoidance of doubt,
the receiving Party is excused by this Section 5.1(e)(ii) only for so
long as the applicable exception to return or destruction under this Section
5.1(e)(ii) applies, and any such Confidential Information that is maintained
by the disclosing Party otherwise remains subject to the terms and conditions
of this Section 5.1.  Upon the request
of the disclosing Party, the receiving Party shall certify any such destruction
in writing.


(f)                                            Nothing in this Agreement shall be
construed to limit or prohibit the receiving Party from independently creating
or developing (or having created or developed for it), or from acquiring from
third parties, any information, products, concepts, systems, or techniques that
are similar to or compete with the information, products, concepts, systems, or
techniques contemplated by or embodied in the disclosing Party’s Confidential
Information; provided, that (in connection with such creation, development,
or acquisition) the receiving Party does not violate any of its obligations
under this Agreement.  Notwithstanding
the foregoing in this subsection (f), the receiving Party shall not, nor assist
others to, disassemble, decompile, reverse engineer, or otherwise attempt to
recreate, the disclosing Party’s Confidential Information.


(g)                                         The Parties acknowledge and agree
that, given the unique and proprietary nature of the Confidential Information,
monetary damages may not be calculable or a sufficient remedy for any breach of
this Section 5.1 by the receiving Party, and that the disclosing Party
may suffer great and irreparable injury as a consequence of such breach.  Accordingly, each Party agrees that, in the
event of such a breach or threatened breach, the disclosing Party shall be
entitled to seek equitable relief (including, but not limited to, injunction
and specific performance) in order to remedy such breach or threatened
breach.  Such remedies shall not be
deemed to be exclusive remedies for a breach by the receiving Party but shall
be in addition to any and all other remedies provided hereunder or available at
law or equity to the disclosing Party.


(h)                                         Each of the Parties shall be
permitted to disclose the existence and terms of this Agreement and the
Exhibits to which it or any of its Subsidiary is either providing or receiving
Services in connection with a potential acquisition, disposition, financing or
other strategic transaction involving the business or assets to which this
Agreement relates; provided, that such disclosure is (i) made solely to
those Persons having a reasonable need to know such information, and only to
the extent reasonably necessary, for evaluation of such potential transaction,
(ii) with respect to financial terms, not to a direct competitor of the other
Party and excluding the amount any fees paid to any individual third party
vendor, and (iii) subject to a written confidentiality agreement executed by
the Person to whom, or on whose behalf, such information is disclosed and on
terms and conditions no less protective of the confidentiality of such
information than those contained herein (for purposes of this Section 5.1(h)
a confidentiality term of at least five years is sufficient).  For the avoidance of doubt, the foregoing Section
5.1(h) shall be subject to the terms and 


 



 17















conditions of any
agreement between the disclosing Party and any third party that disclosed the
applicable confidential information to such Party.


Section 5.2                                      Intellectual
Property and Data.


(a)                          Work Product; License Grants.


(i)                                     Unless otherwise expressly agreed to
by the Parties to a Services Agreement in the applicable Exhibit, any and all
Work Product created by a Service Provider or its Subsidiary under such
Services Agreement shall be owned exclusively by such Service Provider, and the
Service Recipient expressly disclaims any and all right, title, or interest in
and to such Work Product.  In addition,
in the event and to the extent that any Work Product contains any Service
Recipient technology or other intellectual property, then the Service Recipient
(or its licensors or subcontractors, if applicable) shall be deemed to have
granted to Service Provider a nonexclusive, perpetual, and royalty-free license
to use such Service Recipient technology or other intellectual property
(subject to any restrictions set forth elsewhere in this Agreement or the
applicable Exhibits) only within such Work Product.


(ii)                                  Subject to the terms and conditions
of this Agreement, including Section 5.2(a)(i), and any applicable Third
Party Agreements pursuant to which Service Recipient obtains rights to
intellectual property and data, and except as expressly provided otherwise in a
Services Agreement, the Service Recipient hereby grants, on behalf of itself
and its Subsidiaries, to the Service Provider and its Subsidiaries under such
Services Agreement, a limited, non-exclusive, royalty-free license to copy,
display, perform, transmit, create derivative works from and otherwise modify,
make, use and otherwise exploit, during the applicable Service Term, such
intellectual property and data that is provided or otherwise made available by
Service Recipient or its Subsidiaries to Service Provider and its Subsidiaries
for performance of Service Provider’s and its Subsidiaries’ obligations under
such Services Agreement.  The foregoing license
grant is limited to use or other exploitation solely as reasonably necessary in
connection with the performance of the Services under the applicable Services
Schedule.


(iii)                               Subject to the terms and conditions
of this Agreement, including Section 5.2(a)(i), and any applicable Third
Party Agreements pursuant to which the Service Provider obtains rights to
intellectual property and data, and except as expressly provided otherwise in a
Services Schedule, the Service Provider hereby grants, on behalf of itself and
its Subsidiaries, to the Service Recipient and its Subsidiaries, a limited,
non-exclusive, royalty-free license to copy, display, perform, transmit, create
derivative works from and otherwise modify, make, use and otherwise exploit,
during the applicable Service Term, Work Product and any other intellectual
property and data that is provided or otherwise made available by Service
Provider or its Subsidiaries to Service Recipient and its Subsidiaries for
receipt and use of the Services or for performance of Service Recipient’s and
its Subsidiaries’ obligations under this Agreement.  The foregoing license grant is limited to use
or other exploitation solely as 



 18
 









reasonably necessary in connection with the receipt and use
of the Services under the applicable Services Schedule.


(b)                         Ownership of Data and Intellectual
Property.


(i)                                     Except for the ownership of Work
Product and license grants made pursuant to Section 5.2(a) and except as
expressly provided otherwise in a Services Schedule, each Party and its
Subsidiaries will retain all right, title and interest in and to its technology
and other intellectual property used in connection with the Services, including
ownership of any technology or other intellectual property created by such
Party or its Subsidiaries as the Service Provider in providing the
Services.  Data generated or collected by
Service Provider for the Service Recipient will be owned by the Service
Recipient (other than Service Provider’s proprietary technical data used or
generated in providing the Services that relate to the operation of the Service
Provider’s infrastructure). 
Notwithstanding the foregoing, each Party and its Subsidiaries may
independently create or acquire any intellectual property or data that is
deemed by this Agreement to be owned by the other Party and its Subsidiaries
hereunder; provided that such independent creation or acquisition does
not reference or use the intellectual property or data of the other Party and
its Subsidiaries, and such independent creation or acquisition does not breach
any other obligations under this Agreement, including the obligations set forth
in Section 5.1 regarding confidentiality.


(ii)                                  To the extent that any right, title
or interest in or to any intellectual property or data vests in a Party or a
Subsidiary thereof, by operation of law or otherwise, in a manner contrary to
the agreed upon ownership as set forth in this Agreement, such Party shall or
cause its Subsidiaries to, and hereby does, perpetually and irrevocably assign
to the appropriate Party any and all such right, title and interest throughout
the world in and to such intellectual property and data, free and clear of all
liens and encumbrances.


(c)                          Residual Information. 
Notwithstanding anything to the contrary in this Article V or in Section
2.5, nothing in this Agreement shall preclude the Service Provider (and its
Subsidiaries) under any Services Agreement from using any general information,
ideas, concepts, know-how, techniques, programming routines and subroutines,
methodologies, processes, skills, or expertise (collectively, “Residual
Information”) which such Service Provider’s (and its Subsidiaries’)
employees or contractors retain in their unaided memory and derive from the
provision of the Services under such Services Agreement, and which are no more
than skillful variations of general processes known to the computer data
processing and/or information technology industries (and, as such, are neither
proprietary, confidential, nor trade secret information); provided,
however, that the Service Provider (including its Subsidiaries) under such
Services Agreement does not breach its confidentiality obligations under Section
5.1 with respect to personally identifiable information.


(d)                         Access to Intellectual Property and
Data.  As set forth in any applicable Exhibit, and
as otherwise requested from time to time by the Service Recipient, the Service
Provider will promptly provide to the Service Recipient (and 



 19
 









shall not withhold for any reason) copies of Work Product and
data owned by the Service Recipient or to which it has a license in accordance
with this Section 5.2.  Such data
shall be delivered in a mutually agreed to format (but in no event other than a
generally available commercial format if the Parties are unable to agree on
format).  Service Recipient shall be
responsible for the incremental actual costs of such deliveries, to the extent
such costs are not already included in the cost for the associated Services.


(e)                          Reservation of Rights. 
Except as set forth in the preceding sections of this Section 5.2,
the Service Provider and its Subsidiaries, on the one hand, and the Service
Recipient and its Subsidiaries, on the other hand, retain all right, title and
interest in and to their respective intellectual property and data, and no
other license or other right, express or implied, is granted to the other Party
or its Subsidiaries under this Agreement with respect to a Party’s or its
Subsidiaries’ intellectual property or data.


ARTICLE VI



DISCLAIMER AND LIMITATION OF LIABILITY


Section 6.1                                      Limited
Remedy and Limitation of Damages.


(a)                          Limited Remedy. 
In the event that the Service Provider materially fails to perform any
Service in breach of this Agreement (including any Services Agreement), then at
the Service Recipient’s request, the Service Provider shall use commercially
reasonable efforts to re-perform such Service as soon as reasonably
practicable, with the same degree of care used in correcting a failure of a
similar service for itself, at no cost to the Service Recipient; provided that
if the Service Provider is utilizing a third party vendor to provide services,
such third party vendor shall not be subject to the re-performance requirements
of this Section 6.1(a).  The
Service Provider shall have no obligation to recreate any lost or destroyed
data, but will provide such data to Service Recipient to the extent the same is
re-created through such re-performance of Services.  To the maximum extent permitted by law, (i)
the foregoing in this Section 6.1(a) sets forth the Service Recipient’s
sole and exclusive remedy, and the Service Provider’s sole and exclusive
liability and obligation, with respect to the performance (or nonperformance)
of Services under any Services Agreement, except (1) to the extent any such
failure to perform results from the gross negligence or willful misconduct of a
Party or its Related Parties, and (2) for such specific performance or other
equitable remedy that may be awarded by a court of competent jurisdiction; and
(ii) the Service Provider’s obligations under this Section 6.1(a) are
expressly subject to the liability cap set forth in Section 6.4.


(b)                         The Parties hereby expressly
acknowledge and agree that, in the event any re-performance of Services
pursuant to Section 6.1(a) is not promptly performed in accordance
therewith, then in addition to, and not in limitation of, any other remedy
available to a Party under this Agreement, an aggrieved party under Section
6.1(a) shall be entitled to specific performance thereof and immediate
injunctive 



 20
 









relief, without the necessity of (i) proving the inadequacy
of money damages as a remedy or (ii) posting a bond.


(c)                          Subject to Section 9.2, in
the event that the Service Recipient materially fails to comply with the
requirements for the provision of any Service in breach of this Agreement
(including any Services Agreement), the Service Provider shall be relieved of
its obligations to provide Services hereunder to the extent that (i) the
Service Provider has provided written notice to the Service Recipient of such
failure (with sufficient detail to allow the Service Recipient to understand
the nature of such failure) and (ii) the Service Recipient has failed to
implement a procedure to cure such failure within twenty (20) Business Days and
cured such failure within thirty (30) Business Days of receipt by the Service
Recipient of such notice, and such Service Recipient shall pay to the Service
Provider an amount in cash equal to expected payments to be made by the Service
Provider to any third party vendor through the remainder of the term of such
Services Agreement, subject to the obligation of the Service Provider to use
commercially reasonable efforts to reduce the amount of the actual costs for
the remainder of such term.


(d)                         NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT (INCLUDING ANY SERVICES AGREEMENT, EXCEPT WITH RESPECT TO COLLOCATION
SERVICES, AS PROVIDED FOR IN EXHIBIT A-6 TO EXHIBIT A HERETO AND
MORE SPECIFICALLY DEFINED ON ATTACHMENT 2 THERETO ) TO THE CONTRARY, BUT
SUBJECT TO THE OTHER PROVISIONS OF THIS ARTICLE VI AND THE
INDEMNIFICATION PROVISIONS OF ARTICLE VI OF THE SEPARATION AGREEMENT, TO THE
MAXIMUM EXTENT PERMITTED BY LAW, NO PARTY (NOR ANY OF ITS RELATED PARTIES), IN
ITS CAPACITY AS SERVICE PROVIDER OR SERVICE RECIPIENT, SHALL BE LIABLE FOR ANY
LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY
SERVICES AGREEMENT), INCLUDING WITH RESPECT TO ANY SERVICES (INCLUDING THOSE
SERVICES SET FORTH IN THE RELEVANT EXHIBITS), REGARDLESS OF WHETHER LIABILITY
IS BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT
LIABILITY, IN TORT (INTENTIONAL OR OTHERWISE), OR ANY OTHER LEGAL OR EQUITABLE
THEORY, AND REGARDLESS OF WHETHER LIABILITY RELATES TO ACTS OR OMISSIONS OF A
PARTY OR OF ITS RELATED PARTIES, EXCEPT THAT (I) THE FOREGOING SHALL NOT APPLY
TO THE EXTENT ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A
PARTY OR ITS RELATED PARTIES AND (II) EACH SERVICE RECIPIENT SHALL BE LIABLE
FOR ANY BREACH OF ITS OBLIGATIONS PURSUANT TO THIS ARTICLE VI.


(e)                          EACH PARTY, IN ITS CAPACITY AS
SERVICE RECIPIENT, AGREES AND ACKNOWLEDGES THAT NOTWITHSTANDING ANY ASSISTANCE
FROM THE SERVICE PROVIDER IN CONNECTION WITH THE PREPARATION OF ANY OF THE
SERVICE RECIPIENT’S FINANCIAL STATEMENTS, THE SERVICE RECIPIENT SHALL HAVE SOLE




 21
 









RESPONSIBILITY AND CONTROL OF THE PREPARATION AND CONTENT OF
ANY OF ITS FINANCIAL STATEMENTS.


(f)                            EACH SERVICE RECIPIENT ACKNOWLEDGES
THAT (I) THE SERVICES HEREUNDER ARE NOT GUARANTEED TO BE ERROR-FREE OR
DISRUPTION-FREE AND (II) EACH SERVICE PROVIDER IS NOT A COMMERCIAL PROVIDER OF
THE SERVICES PROVIDED HEREIN AND IS PROVIDING THE SERVICES AS AN ACCOMMODATION
AND AT OR BELOW COST TO SERVICE RECIPIENT PARTIES THROUGH MARCH 31, 2008 IN
CONNECTION WITH THE REORGANIZATION OR THE IPO; PROVIDED THAT AFTER MARCH
31, 2008, SERVICES ARE TO BE COMPENSATED IN ACCORDANCE WITH THE FEES SET FORTH
IN EXHIBIT A-6 TO EXHIBIT A AND IN EXHIBIT B HERETO.  THE PARTIES AGREE THAT THE FOREGOING SHALL BE
TAKEN INTO CONSIDERATION IN ANY CLAIM MADE UNDER THIS AGREEMENT.


Section 6.2                                      Disclaimer
of Warranties.  EACH PARTY MAKES NO,
AND HEREBY DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR
IMPLIED, WITH RESPECT TO THE SERVICES TO BE PROVIDED OR RECEIVED BY IT OR
OTHERWISE WITH RESPECT TO THIS AGREEMENT (INCLUDING ANY SERVICES AGREEMENT).


Section 6.3                                      Limitation
of Consequential Damages.  NO MEMBER
OF THE TRAVELPORT AFFILIATED GROUP OR THE OWW AFFILIATED GROUP NOR ANY THIRD
PARTY VENDOR HIRED BY ANY OF THE FOREGOING, NOR ANY DIRECTOR, OFFICER, EMPLOYEE
OR AGENT OF ANY OF THE FOREGOING, SHALL UNDER ANY CIRCUMSTANCES BE LIABLE TO
ANY OTHER PARTY, SUCH OTHER PARTY’S RELATED PARTIES OR ANY OTHER THIRD PARTIES
FOR ANY SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF
PROFITS OR REVENUE) RESULTING OR ARISING FROM THIS AGREEMENT (INCLUDING ANY
SERVICES AGREEMENT), INCLUDING THE SERVICES, ANY PERFORMANCE OR NONPERFORMANCE
OF THE SERVICES OR TERMINATION OF THE SERVICES REGARDLESS OF WHETHER SUCH
DAMAGES OR OTHER RELIEF ARE SOUGHT BASED ON BREACH OF WARRANTY, BREACH OF
CONTRACT, NEGLIGENCE, STRICT LIABILITY, IN TORT (INTENTIONAL OR OTHERWISE), OR
ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEPT TO THE EXTENT THAT ANY SUCH DAMAGES
ARE AN UNAFFILIATED THIRD PARTY CLAIMANT’S DAMAGES THAT ARE WITHIN THE SCOPE OF
INDEMNIFICATION PURSUANT TO SECTION 7.1 OF THIS AGREEMENT.


Section 6.4                                      Liability
Cap.


(a)                          NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT (INCLUDING ANY SERVICES AGREEMENT) TO THE CONTRARY, TO THE MAXIMUM
EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF EACH PARTY (INCLUDING ITS
RELATED 



 22
 









PARTIES) ARISING OUT OF OR IN CONNECTION WITH ANY SERVICES
AGREEMENT SHALL UNDER NO CIRCUMSTANCES EXCEED THE AMOUNTS PAID BY SERVICE
RECIPIENT TO SERVICE PROVIDER FOR SERVICES UNDER SUCH SERVICES AGREEMENT; PROVIDED
THAT THIS SECTION 6.4 SHALL NOT LIMIT OR OTHERWISE APPLY TO SECTION
6.1(c) AND THE INDEMNIFICATION PROVISIONS OF ARTICLE VI OF THE SEPARATION
AGREEMENT; PROVIDED  FURTHER A SERVICE RECIPIENT’S OBLIGATION TO
PAY THE APPLICABLE SERVICES FEES UNDER A SERVICES AGREEMENT SHALL NOT COUNT
TOWARD, AND SHALL NOT BE SUBJECT TO, THE FOREGOING “LIABILITY CAP” IN THIS SECTION
6.4(a).


(b)                         THE FOREGOING CAP IN SECTION
6.4(a) IS INTENDED TO SET A CAP ON LIABILITY FOR ALL CLAIMS AND OTHER
ASSERTIONS BY THE OTHER PARTY TO SUCH SERVICES AGREEMENT OR TO THIS AGREEMENT,
AS APPLICABLE, AND BY ANY OTHER PERSONS, COMBINED, REGARDLESS OF WHETHER
LIABILITY IS BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE,
STRICT LIABILITY, IN TORT (INTENTIONAL OR OTHERWISE), OR ANY OTHER LEGAL OR EQUITABLE
THEORY, AND REGARDLESS OF WHETHER LIABILITY RELATES TO ACTS OR OMISSIONS OF A
PARTY OR OF ITS RELATED PARTIES, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED
BY LAW.


(c)                          THE PARTIES ACKNOWLEDGE AND AGREE
THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 6.4 WILL SURVIVE AND
APPLY EVEN IF ANY LIMITED OR SOLE REMEDY SPECIFIED IN THIS AGREEMENT (INCLUDING
ANY SERVICES AGREEMENT) IS FOUND TO HAVE FAILED IN ITS ESSENTIAL PURPOSE.


Section 6.5                                      Third
Party Vendors.


(a)                          IN NO EVENT WILL A PARTY BE LIABLE
FOR THE PRODUCTS AND SERVICES OF ANY THIRD PARTY LICENSORS, CONTRACTORS,
OUTSOURCERS OR OTHER VENDORS (INCLUDING A FAILURE TO PROVIDE OR PERFORM SUCH
SERVICES), EXCEPT TO THE EXTENT CAUSED BY SUCH PARTY AND FOR WHICH SUCH PARTY
IS OTHERWISE LIABLE UNDER THIS AGREEMENT.


(b)                         Notwithstanding anything in this
Agreement (including any Services Agreement) to the contrary, with respect to
any such third party licensors, subcontractors, outsourcers or other vendors,
the Parties agree to reasonably and diligently cooperate to pass through to the
Service Recipient, to the extent permitted by the applicable contracts, the
benefit of any indemnities, representations and warranties under the applicable
contracts with such third parties.  Upon
request, the Service Provider agrees at its option to either (i) enforce its
rights under such contracts, or (ii) grant to the Service Recipient rights of
subrogation, to the extent permitted under the applicable contract(s), so that
the Service Recipient may directly enforce the applicable contract(s) against
the applicable vendor.  The Service
Provider will under no 



 23
 









circumstances be responsible for any failure by any third
party to provide any remedies to which the Service Provider and the Service
Recipient are entitled from the applicable vendors.  The Service Recipient will be responsible for
its own Costs and the Cost incurred by the Service Provider in seeking or
enforcing any rights or remedies with respect to any such vendors.


Section 6.6                                      Shared
Contracts Limitation. 
Notwithstanding anything in this Agreement (including any Services
Agreement) to the contrary, nothing in this Agreement (including any Services
Agreement) is intended to supersede the Separation Agreement with respect to
the Parties’ liability for Shared Contracts, with the exception of certain
commitments relating to Shared Contracts as set forth in Exhibit A-6 to Exhibit
A hereto. In the event of any conflict between this Agreement and the
Separation Agreement with respect to Shared Contracts, the Separation Agreement
will prevail.


ARTICLE VII


INDEMNIFICATION


Section 7.1                                      Indemnification.  Article VI of the Separation Agreement
provides for indemnification of the Parties under certain circumstances.  Any indemnification included in an Exhibit or
Schedule to this Agreement shall be governed by the indemnification procedures
set forth in Article VI of the Separation Agreement.


ARTICLE VIII


OTHER PROVISIONS


Section 8.1                                      Records.  Each Service Provider agrees to maintain
accurate records arising from or related to any Services provided under such
Services Agreement, including accounting records (which shall also be at least
sufficient to permit a proper 404 Audit in accordance with Section 8.3,
and to verify the “true-up” of Costs subject to Section 1.10) and
documentation produced in connection with the rendering of any Services.  Each Service Provider’s accounting records
and as appropriate, other records, shall be reasonably sufficient to permit the
computation and verification of all payments due hereunder.


Section 8.2                                      Inspection
Rights.  During the applicable
Service Term and for sixty (60) days thereafter, the Service Provider shall,
upon twenty (20) days’ prior written notice from the Service Recipient to such
Services Agreement, permit such Service Recipient or its authorized
representatives to inspect and audit such Service Provider’s records relating
to the Services during regular business hours; provided, that the
Service Recipient shall comply with the Service Provider’s reasonable security
and safety procedures as such procedures are communicated to such Service
Recipient and that any expenses (including relating to copying) in connection
the inspection or audit shall be the sole obligation of such Service Recipient.



 24
 









Section 8.3                                      Certain
Audit Rights.


(a)                          The Parties acknowledge and agree
that the Service Recipient receiving Services under any of the Exhibits hereto
may require that the Service Provider providing Services under such Exhibit
perform an audit or such other review, with respect to the Services covered by
such Exhibits, that is sufficient to allow such Service Recipient to
demonstrate compliance with the requirements set forth in Section 404 of the
Sarbanes-Oxley Act of 2002, as amended (“404 Audit”), if required (it
being understood that nothing in this Section 8.3(a) shall impose any
obligation or requirement whatsoever by either Party to comply with SOX 404
beyond such Party’s obligations or requirements, if any, pursuant to applicable
law or regulation).  Such Service
Recipient shall provide the affected Service Provider with reasonable advance
notice of such 404 Audit (if required), taking into consideration the Services
being reviewed and the required scope of review.  Such Service Recipient and Service Provider
shall then promptly meet to discuss the scope of review required.  The Service Recipient will have final
decision-making authority regarding the scope of review (if required), provided
that such Service Recipient and Service Provider will cooperate and act
reasonably to minimize disruption to, and effort by, Service Provider, as well
as to minimize the costs and expenses of such 404 Audit.  Promptly upon completion of such discussions
regarding scope of review, the affected Service Provider and Service Recipient
or Parties shall agree upon and execute a statement of work for such
audit.  All Parties involved in any 404
Audit will act reasonably to minimize delays in connection with any such
discussions, statements of work and actual 404 Audits.


(b)                         The Service Recipient requiring a
404 Audit shall bear all out-of-pocket costs and expenses associated with such
404 Audit.  If the 404 Audit reveals
non-compliance with any applicable law, rule, regulation or requirement of the
404 Audit, the Service Provider shall, and shall cause its relevant
Subsidiaries and subcontractors to, promptly remedy such non-compliance.  The Service Provider and the Service
Recipient affected by such non-compliance shall bear all out-of-pocket costs
and expenses associated with such remediation equally.


ARTICLE IX


TERMINATION AND SERVICE TERMINATION


Section 9.1                                      Termination.


(a)                          This Agreement may be terminated
(the “Termination”) by mutual written consent of the Parties, and such
termination shall also terminate all Services Agreements hereunder between such
Parties (each such termination prior to the expiration of the applicable
Service Term, a “Service Termination”), unless otherwise provided in the
Termination agreement between the Parties. 
Subject to Section 9.4, if not previously terminated, this
Agreement shall automatically terminate on the first date after the date hereof
on which there are no Services provided between the Parties.


(b)                         This Agreement may be terminated by
either Party (a “Non-Defaulting Party”) at any time after written notice
to the other Party if:



 25
 









(i)                                                             the other Party fails in any
material respect to perform its obligations under or breaches in any material
respect this Agreement or any Services Agreement (the “Defaulting Party”)
and such failure to perform or breach of an obligation is not cured within sixty
(60) days of the date on which written notice is received by the Defaulting
Party setting forth in reasonable detail the manner in which the Defaulting
Party failed to perform its obligations hereunder and stating that the
Non-Defaulting Party intends to terminate this Agreement with respect to the
Defaulting Party if such failure or breach is not cured within sixty (60) days
of such notice.  For the avoidance of
doubt, the foregoing shall not limit any rights of the payee Party under Section
1.12(b); or


(ii)                                                          the other Party makes a general
assignment for the benefit of creditors, becomes insolvent, a receiver is
appointed, or a court approves reorganization or arrangement proceedings.


Section 9.2                                      Service
Termination.


(a)                          Any Services Agreement may be terminated
(x) by mutual written agreement of the Parties to such Services Agreement at
any time or (y) by the Non-Defaulting Party with respect to any Services
Agreement in accordance with the procedures set forth in Section 9.1(b)
if the other Party fails in any material respect to perform its obligations
under or breaches in any material respect such Services Agreement; provided,
that the termination of Telecommunications Services, Information Technology
Support and Services and Collocation and Facilities Services to be provided by
Travelport to OWW shall have the termination provisions specified on Exhibit
A-6 to Exhibit A hereto.


(b)                         Any Service or Services provided
hereunder may be terminated by the Service Provider upon written notice to the
Service Recipient of such Service or Services if performance of any such
Service or Services has been rendered impossible or impracticable by reason of
the occurrence of any of the events described in Section 10.1; provided,
that such Service Provider has used commercially reasonable efforts not to
suspend services as provided in Section 1.13.


(c)                          Any notice of Service Termination
delivered by either Party shall specify the effective date of such Service
Termination and, where applicable, detail the Service or Services to be
terminated.


Section 9.3                                      Consequences
of Termination and Service Termination. 
In the event of Termination pursuant to Section 9.1 or a Service
Termination pursuant to Section 9.2:


(a)                          Upon request and at the returning
Party’s cost, each Party involved in such Service shall return to the other
Party all tangible personal property, books and records owned by the other
Party and relating to the Services in their 



 26
 









possession (other than Confidential Information, which is
governed by Section 5.1), as of the relevant Termination or Service
Termination date, as applicable; and


(b)                         In the event of any Service
Termination, in whole or in part, of any Service by the Service Provider
pursuant to Section 9.2(a)(y) or Section 9.2 (b) or by the
Service Recipient pursuant to Section 9.2(a)(y), the Service Recipient
shall pay to Service Provider (i) all reasonable Transition Costs as incurred
and invoiced on a monthly basis, and (ii) shall continue to pay any Unrecovered
Costs in accordance with the same payment schedule as such costs would have
been paid if the applicable Services had continued to be provided until their
intended expiration date.  Invoices for
such charges shall be prepared in reasonable detail by the Service Provider and
payment shall be due within thirty (30) days after receipt of such invoice.


(c)                          The  Service
Provider and the Service Recipient shall cooperate and use commercially
reasonable efforts to minimize Transition Costs and Unrecovered Costs that may
arise under any Services Agreement and this Agreement (including, e.g., by exercising early termination rights under vendor
contracts where the total cost of early termination is less than continued
payments under such contracts as contemplated for the remainder of the Service
Term for such terminated Services).  To
the extent that any Unrecovered Costs are incurred by Service Provider over the
remaining Service Term for such Services (rather than at or about the time of
the Termination or a Service Termination, as the case may be), but paid by Service
Recipient prior to such time actually incurred by Service Provider, Service
Recipient shall pay to Service Provider the net present value of such costs, at
a mutually agreed to discount rate.


Section 9.4                                      Survival.  Expiration or termination of all or a portion
of the Services for any reason shall not terminate the other obligations of the
Parties hereunder, which shall survive any such Service Termination; provided,
however, that as to any particular Services, this Agreement shall terminate as
between the Service Provider and the Service Recipient listed on an Exhibit
upon the end of the Service Term for such Services specified in the Exhibits; provided,
further, that Section 4.2, Article V, Article VI, Section
9.3, Section 9.4, Article X and any provisions of a Services
Agreement that are specified therein as surviving, shall survive the
Termination.  Subject to the foregoing,
expiration or termination of the Services for any reason shall not terminate
either Party’s obligation to pay any money owed under this Agreement up to or
as a result of a Service Termination or obligations and rights arising out of
any willful misconduct or gross negligence of either Party occurring prior to
such Service Termination or expiration or, including the obligation to pay any
money owed hereunder up to or as a result of such Service Termination.


ARTICLE X


MISCELLANEOUS


Section 10.1                                Force
Majeure.  Neither of the Parties
shall be responsible for the delay in the performance of any obligation
hereunder due to labor 



 27
 









disturbances, pandemic,
accidents, fires, storms, floods, earthquake, explosion, wars, acts of
terrorism, riots, rebellions, insurrections, blockages, strike or labor
disruption, acts of governments, governmental requirements and regulations,
restrictions imposed by law or any other similar conditions, beyond the
reasonable control and without the fault or negligence of such Party, and the
time for performance by such Party shall be extended by the period of such
delay.  Notwithstanding the foregoing, in
no event shall the Service Recipient be relieved of its payment obligations to
the Service Provider for Services delivered.


Section 10.2                                Assignment.


(a)                          Except as otherwise provided for in
this Agreement, and subject to Section 10.2(b), neither this Agreement
(nor any Services Agreement hereunder) nor any of the rights, interests or
obligations of either Party hereto under this Agreement (or any Services
Agreement hereunder) shall be assigned, in whole or in part, by operation of
law or otherwise by either Party without the prior written consent of the other
Party; provided, that no Service Provider or Service Recipient will be
obligated to materially change the nature, scope or volume of the Services it
provides or receives, respectively, under any Services Agreement as a result of
any assignment, allocation or contribution by any Party (or any such
assignment, allocation or contribution by any of such Party’s Subsidiaries). To
the extent so assigned, allocated and/or contributed to a Subsidiary, the
relevant Subsidiary shall be deemed the relevant Service Provider or Service
Recipient, as applicable, with respect to the relevant portion of such
Service(s).


(b)                         Notwithstanding Section 10.2(a)
or anything else in this Agreement, Service Provider may assign (in whole or in
part) the rights, interests or obligations of such Party under a Services
Agreement, and Travelport may assign this Agreement in whole or in part, in
connection with a merger transaction or the sale of Assets or change of
control; provided, that the surviving entity of such merger, the
transferee of such Assets or other successor shall agree in writing, reasonably
satisfactory to the other Party, to be bound by the terms of this the Service
Agreement or Agreement, as the case may be, as if named as a “Party” hereto; provided
further, that neither Service Provider nor Service Recipient will be
obligated to materially change the nature, scope or volume of the Services it
provides or receives, respectively, under any Services Agreement, as a result
of any such disposition by either Party (or any disposition by any of such
Party’s Affiliates).


(c)                          Any assignment or other disposition
in violation of this Section 10.2 shall be void.  Subject to the foregoing in this Section
10.2, this Agreement will be binding upon, inure to the benefit of, and be
enforceable by, the Parties and their respective successors and assigns.  Nothing in this Section 10.2 shall
affect the ability of either Party to terminate this Agreement or any of the
Services in accordance with the provisions of this Agreement.


Section 10.3                                Relationship
of the Parties.  Neither of the
Parties is an agent of the other or has any authority to bind the other Party,
transact any business in the 



 28
 









other Party’s name or on
its behalf, or make any promises or representations on behalf of the other
Party unless provided for in the Exhibits or agreed to in writing.


Section 10.4                                Governing
Law and Submission to Jurisdiction. 
This Agreement shall be construed and enforced in accordance with, and
the rights and duties of the parties shall be governed by, the laws of the
State of New York without regard to the principles of conflicts of law other
than Section 5-1401 of the General Obligations Law of the State of New
York.  Subject to Section 10.7,
each of the Parties irrevocably submits to the exclusive jurisdiction of (a)
the Supreme Court of the State of New York, New York County, and (b) the United
States District Court for the Southern District of New York (the “New York
Courts”), for the purposes of any suit, action or other proceeding to
compel arbitration or for provisional relief in aid of arbitration in
accordance with Article X or to prevent irreparable harm, and to the
non-exclusive jurisdiction of the New York Courts for the enforcement of any
award issued thereunder.  Each of the
Parties further agrees that service of any process, summons, notice or document
by U.S. registered mail to such Party’s respective address set forth above
shall be effective service of process for any action, suit or proceeding in the
New York Courts with respect to any matters to which it has submitted to
jurisdiction in this Section 10.4. Each of the Parties irrevocably and
unconditionally waives any objection to the laying of venue of any action, suit
or proceeding arising out of this Agreement or the transactions contemplated
hereby in the New York Courts, and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought
in an inconvenient forum.


Section 10.5                                Entire
Agreement.  This Agreement, including
any schedules or Exhibits annexed hereto, as such schedules or Exhibits may be
amended from time to time in accordance with Section 10.12, the Ancillary
Agreements and the Continuing Agreements embody the entire agreement and
understanding of the Parties hereto relating to the Services and obligations to
be provided by the Parties, and shall supersede all previous negotiations,
commitments and writings with respect to such subject matter.  There are no restrictions, promises,
representations, warranties, covenants or undertakings, other than those
expressly set forth or referred to herein. 
In the event of any inconsistency between this Agreement and any schedule
or Exhibit hereto, the schedule or Exhibit, as the case may be, shall prevail.
In the event and to the extent that there shall be a conflict between the
provisions of this Agreement and the provisions of any Ancillary Agreement or
Continuing Agreement, such Ancillary Agreement or Continuing Agreement shall
control, except if otherwise provided therein; provided that this Agreement
shall control with respect to any conflicts with the Separation Agreement.


Section 10.6                                Notices.  All notices, requests, claims, consents,
demands and other communications under this Agreement shall be in writing and
shall be given or made (and shall be deemed to have been duly given or made
upon receipt) by delivery in person, by overnight courier service, by facsimile
with receipt confirmed (followed by delivery of an original via overnight
courier service) or by registered or certified mail (postage prepaid, return
receipt requested) to the respective Parties at the 



 29
 









following addresses (or
at such other address for a Party as shall be specified in a notice given in
accordance with this Section 10.6):


To Travelport:


Eric J. Bock


Executive Vice President and General Counsel


Travelport Inc.


400 Interpace Parkway, Bldg. A


Parsippany, NJ 07054


Phone: (973) 939-1000


Fax: (973) 939-1199


To OWW:


General Counsel


500 W. Madison Street, Suite 1000


Chicago, IL 60661


Attn: Legal Department


Phone: (312) 894-5000


Facsimile: (312) 894-4855


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 10.7                                Disputes.  Any dispute between the Parties hereto
arising under this Agreement shall be resolved pursuant to the dispute
resolution procedures contained in Article IX of the Separation Agreement as if
such provision applied to the Parties hereto. 
In the event of any such dispute, the Service Recipient shall continue
to pay for the Services, in accordance with Section 1.12, and the Service
Provider shall continue to provide the Services in accordance with the terms
and conditions of this Agreement (subject to applicable third party contract
terms and conditions), pending resolution of such dispute.  The obligations of the Parties pursuant to
this Section 10.7 shall survive the Termination, any Service Termination or the
termination of the Separation Agreement.


Section 10.8                                Severability.  In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby. The Parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions, the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.



 30
 









Section 10.9                                Interpretation.


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


Section 10.10                          Counterparts.  This Agreement may be executed in any number
of counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by all
Parties and delivered to the other Party.


Section 10.11                          Further
Cooperation.  Each Party agrees to
cooperate with the other, at the other Party’s reasonable 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 10.12                          Amendment
and Waiver.  This Agreement and the
Services Agreements may not be amended or modified except by a writing signed
by an authorized signatory of each Party; provided, that any Services
Agreement may be amended or modified by a writing signed by an authorized
signatory of each Party to such Services Agreement.  No waiver by either Party or any breach or
default hereunder or under any Services Agreement shall be deemed to be a
waiver of any preceding or subsequent breach or default.


Section 10.13                          Duly
Authorized Signatories.  Each Party
represents and warrants that its signatory whose signature appears below has
been and is on the date of this Agreement duly authorized by all necessary
corporate or other appropriate action to execute this Agreement.



 31
 









Section 10.14                          Waiver
of Trial By Jury.  EACH OF THE
PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. 
EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE,
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
10.14.


Section 10.15                          Title
and Headings.  Titles and headings to
sections herein are inserted for the convenience of reference only and are not
intended to be a part of or to affect the meaning or interpretation of this
Agreement.


Section 10.16                          No
Third Party Beneficiaries.  This
Agreement is solely for the benefit of the Parties and should not be deemed to
confer upon third parties any remedy, claim, liability, reimbursement, claim of
action or other right in excess of those existing without reference to this
Agreement.


Section 10.17                          Successors
and Assigns.  The provisions of this
Agreement and the obligations and rights hereunder shall be binding upon, inure
to the benefit of and be enforceable by (and against) the Parties and their
respective successors and permitted transferees and assigns.


Section 10.18                          Certain
Definitions.  For purposes of this Agreement:


(a)                          “Action” means any claim,
action, cause of action, dispute, suit, proceeding or investigation, whether
civil, criminal, administrative, investigative or other.


(b)                         “Additional Services” has the
meaning set forth in Section 1.2.


(c)                          “Adjustment Amount” has the
meaning set forth in Section 1.10(a).


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


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



 32
 









(f)                            “Ancillary Agreements” means
those agreements identified on Schedule 10.13 to the Separation Agreement.


(g)                          “Avis Budget” means Avis
Budget Group, Inc., a Delaware corporation formerly known as Cendant
Corporation.


(h)                         “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.


(i)                             “Cendant Separation Agreement”
means that certain Separation and Distribution Agreement, dated as of July 27,
2006, by and among Avis Budget, Realogy, Wyndham and Travelport.


(j)                             “Code” means the Internal
Revenue Code of 1986, as amended.


(k)                          “Confidential Information”
means any information disclosed by one Party to the other Party whether
obtained before or after the execution of this Agreement relating to the
business, finances, technology or operations of the providing Party relating to
this Agreement or the provision or receipt of Services hereunder or under any
Exhibit.  Such information may include
financial, technical, legal, marketing, network, and/or other business
information, reports, records, or data (including, but not limited to, computer
programs, code, systems, applications, analyses, passwords, procedures, output,
information regarding software, sales data, vendor lists and pricing
information, customer lists, and employee- or customer-related information,
personally identifiable information, business strategies, advertising and
promotional plans, creative concepts, specifications, designs, and/or other
material).


(l)                              “Continuing Agreements”
means those agreements identified on Schedule 2.5 to the Separation Agreement.


(m)                       “Contract” means any
agreement, contract, obligation, indenture, instrument, lease, promise,
arrangement, commitment or undertaking (whether written or oral and whether
express or implied).


(n)                         “Cost” has the meaning set
forth in Section 1.10.


(o)                         “Defaulting Party” has the
meaning set forth in Section 9.1(b)(i).


(p)                         “Employee Severance Cost” has
the meaning set forth in Section 1.9.


(q)                         “Exhibit” has the meaning set
forth in Section 1.1(a).


(r)                            “Interest Rate” has the
meaning set forth in Section 1.12(a).



 33
 









(s)                          “IPO” has the meaning set
forth in the preamble.


(t)                            “LTIPs” shall have the
meaning set forth in Section 1.9.


(u)                         “Losses” means any and all
damages, losses, deficiencies, liabilities, obligations, penalties, judgments,
settlements, claims, payments, fines, interest, costs and expenses (including,
without limitation, the costs and expenses of any and all Actions and demands,
assessments, judgments, settlements and compromises relating thereto and the
reasonable costs and expenses of attorneys’, accountants’, consultants’ and
other professionals’ fees and expenses incurred in the investigation or defense
thereof or the enforcement of rights thereunder).


(v)                         “Master Services Agreement”
has the meaning set forth in the preamble.


(w)                       “Non Defaulting Party” has
the meaning set forth in Section 9.1(b).


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


(y)                         “OWW” means Orbitz Worldwide,
Inc., a Delaware corporation.


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


(aa)                     “Party” or “Parties”
has the meaning set forth in the preamble.


(bb)                  “Prime Rate” shall mean the
rate per annum publicly announced by JPMorgan Chase Bank (or successor thereto)
from time to time as its prime rate in effect at its principal office in New
York City. For purposes of this Agreement, any change in the Prime Rate shall
be effective on the date such change in the Prime Rate is publicly announced as
effective.


(cc)                    “Privilege” means any privilege,
including privileges arising under or related to the attorney-client or
attorney work product privileges.


(dd)                  “Proceeding” has the meaning
set forth in Section 2.1(a).


(ee)                    “Realogy” means Realogy
Corporation, a Delaware corporation.


(ff)                        “Related Parties” means, with
respect to a Party, its officers, directors and employees and any of its
Affiliates or Subsidiaries, and their officers, directors or employees, as well
as any agents and subcontractors of a Party or of any of the foregoing.



 34
 









(gg)                  “Reorganization” has the
meaning set forth in the preamble.


(hh)                   “Residual Information” shall
have the meaning set forth in Section 5.2(c).


(ii)                          “Securities Act” means the
Securities Act of 1933, as amended.


(jj)                          “Separation Agreement” has
the meaning set forth in the preamble.


(kk)                    “Service Provider” means the
Party providing the Services with respect to any particular Services Agreement,
as set forth in the relevant Exhibits.


(ll)                          “Service Recipient” means the
Party receiving the Services with respect to any particular Services Agreement,
as set forth in the relevant Exhibits.


(mm)              “Service Taxes” has the meaning set forth in Section
3.1.


(nn)                  “Service Term” has the
meaning set forth in Section 1.4.


(oo)                  “Service Termination” has the
meaning set forth in Section 9.1(a).


(pp)                  “Services” has the meaning
set forth in Section 1.1(a).


(qq)                  “Services Agreement” has the
meaning set forth in Section 1.1(a).


(rr)                        “Shared Contract” shall
mean any contract (i) that is forth on Schedule 6.6, as such
schedule may be amended from time to time, or (ii) that is (A) a
Travelport asset but inures in whole or in part to the benefit or burden of OWW
or the consumer-to-consumer business or (B) a OWW asset but inures in
whole or in part to the benefit or burden of Travelport or the
business-to-consumer business.


(ss)                    “Subsidiary” shall mean with
respect to any Person (i) a corporation, fifty percent (50%) or more of the
voting or capital stock of which is, as of the time in question, directly or
indirectly owned by such Person, (ii) any other partnership, joint venture,
association, joint stock company, trust, unincorporated organization or other
entity in which such Person, directly or indirectly, owns fifty percent (50%)
or more of the equity economic interest thereof or has the power to elect or
direct the election of fifty percent (50%) or more of the members of the
governing body of such entity or otherwise has control over such entity (e.g.,
as the managing partner of a partnership), or (iii) which would be considered
subsidiaries of such Person within the meaning of Regulation S-K or Regulation
S-X.



 35
 









(tt)                        “TAI” means Travelport
Americas, Inc., a Delaware corporation, formerly known as Travelport Inc. and
Cendant Travel Distribution Services Group, Inc.


(uu)                  “Termination” has the meaning
set forth in Section 9.1(a).


(vv)                  “Third Party Action” has the
meaning set forth in Section 2.1(b).


(ww)              “Third Party Agreement” means any agreement
between either or both of the Parties and/or their Affiliates, on the one hand,
and any third party, on the other hand.


(xx)                      “Transition Costs” means the
reasonable out-of-pocket costs and the expenses, labor, and materials incurred
by Service Provider in transitioning the performance of Services to Service
Recipient in accordance with this Agreement and any other costs, expenses,
labor and materials that are proposed and reasonably incurred by Service
Provider in winding down the provision of such Service.


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


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


(aaa)              “Travelport Limited” has the meaning set forth
in the preamble to this Agreement.


(bbb)           “Unrecovered Costs” means any reasonable
unamortized hardware, software or other costs and charges that are allocated to
such Service (such allocation made in accordance with this Agreement, including
Section 1.10), as of the date of Termination or Service Termination, as
applicable (including any prepaid hardware and software maintenance fees and
unamortized license or leasing payments).


(ccc)              “Work Product” means reports, surveys,
promotional materials, photographs, logos, artwork, graphics, signs, computer
code, scripts, documentation, data (excluding employee and customer data),
specifications or other materials, writings, or works of authorship that is
created by the Service Provider specifically for the Service Recipient in the
course of rendering the Services under a Services Agreement, but excluding any
of the foregoing created by the Service Provider in the ordinary course of
maintaining information technology infrastructure to provide Services to any
Service Recipient.


(ddd)           “Wyndham” means Wyndham Worldwide Corporation,
a Delaware corporation.


(eee)              “404 Audit” has the meaning set forth in Section
8.3(a).


 



 36















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.


	
   

  	
  TRAVELPORT INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Eric J Bock

  	
   

  
	
   

  	
  Name: 

  	
  Eric J. Bock

  
	
   

  	
  Title:  

  	
  Executive Vice President and 

  General Counsel

  
	
   

  	
   

  
	
   

  	
  ORBITZ WORLDWIDE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ James P. Shaughnessy

  	
   

  
	
   

  	
  Name:  

  	
  James P. Shaughnessy

  
	
   

  	
  Title:

  	
   Senior Vice President, General
  Counsel

  
						



 


 


Signature Page to
Transition Services Agreement