Exhibit 10.6


Execution Copy


(1)
ORBITZ WORLDWIDE, LLC


(2)
OCTOPUS TRAVEL GROUP LIMITED


(3)
DONVAND LIMITED






MASTER
SUPPLY AND SERVICES AGREEMENT

















MASTER SUPPLY
AND SERVICES AGREEMENT


This
Master Supply and Services Agreement (“Agreement”) is
dated as of July 23, 2007 and effective as of the Effective Date (as
hereinafter defined), is entered into by and among Orbitz Worldwide, LLC, a
Delaware limited liability company with its principal place of business at 500
West Madison Street, Suite 1000, Chicago, Illinois 60661 (“Client”),
Octopus Travel Group Limited, a company organized under the laws of England and
Wales located at Gullivers House, 27 Goswell Road, London EC1M 7GT England (“Octopus”), and Donvand Limited, a company organized under
the laws of England and Wales located at Gullivers House, 27 Goswell Road,
London EC1M 7GT (“GTA” and,
together with Octopus, “Supplier”).


RECITALS


GTA carries
on the business of procuring rates for accommodations and destination travel
services, including without limitation attractions, shows, tours and ground
transportation (“Attractions and Services” and,
together with rates for accommodations, the “Inventory”)
from hoteliers and other travel suppliers selling to the wholesale market.


Client
and its subsidiaries wish to promote the Inventory provided by Octopus through
the various travel distribution channels now or in the future owned, controlled
or operated by Client, Client’s Group Companies and third parties that
facilitate the booking of room reservations using Client’s systems (each, a “Client Distribution Channel”) subject to the terms and
conditions of this Agreement.


NOW,
THEREFORE, in consideration of the above recitals, the mutual undertakings of
the parties as contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties to this
Agreement hereby agree as follows:


1.           Certain
Definitions. For purposes of this Agreement:


	
  “Affiliated Website”

  	
  means any of the websites hosted and operated by the
  Client Distribution Channels, the URLs of which are listed in Exhibit B
  to this Agreement, provided in each case that if at any time such website
  ceases to be owned, controlled, operated or hosted by the Client Distribution
  Channels then it shall cease to be an Affiliated Website;

  
	
   

  	
   

  
	
  “Booking”

  	
  means an order for Inventory (or amendments to
  and/or cancellations thereof) made through the Affiliated Websites;

  
	
   

  	
   

  
	
  “Booking
  Fee”

  	
  means the amounts set forth in Clause 6 payable by
  Client to Octopus;

  
	
   

  	
   

  
	
  “Breakage”

  	
  has the meaning set forth in Clause 7;

  
	
   

  	
   

  
	
  “Business
  Day”

  	
  means a day other than Saturday or Sunday on which
  banks in London, New York or Chicago are open for normal business;

  
	
   

  	
   

  
	
  “Companies
  Act”

  	
  means the Companies Act 1985 as amended;

  
	
   

  	
   

  
	
  “Confidential
  Information”

  	
  means any data concerning either party’s business
  operations that is not generally known to the public, including

  



 



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  but not limited to, technology specifications,
  marketing plans, sales and other financial information and the terms and
  conditions of this Agreement, are to be considered Confidential Information;

  
	
   

  	
   

  
	
  “Consume/Consumption”

  	
  means a Booking that is occupied and vacated by a
  guest (in the case of accommodations) or used (in the case of Attractions and
  Services), a “no show”, or a Booking reservation that has been cancelled
  after the cancellation deadline;

  
	
   

  	
   

  
	
  “Contract
  Rate”

  	
  means the rate for the Inventory charged by Octopus
  to Client in accordance with Clause 4(a);

  
	
   

  	
   

  
	
  “Control”

  	
  means control as defined in Rule 405 of the U.S.
  Securities Act of 1933, as amended;

  
	
   

  	
   

  
	
  “Customer”

  	
  means any person to whom the Client markets and
  sells Product through the Affiliated Websites or by any other means;

  
	
   

  	
   

  
	
  “Effective
  Date”

  	
  means the earlier of (i) January 1, 2008 and
  (ii) the date on which Client and Supplier are no longer controlled by
  Travelport Limited;

  
	
   

  	
   

  
	
  “Group
  Company”

  	
  means any company which at the time of this
  Agreement is a majority-owned subsidiary of Supplier or Client (as the
  context requires);

  
	
   

  	
   

  
	
  “IP
  Rights”

  	
  means all patents, service marks, trade names, logos
  or other commercial or product designations, designs (whether registered or
  not), database rights, domain names and copyrights, know-how and trade marks
  (whether registered or not) and the goodwill therein and applications for any
  of the same and any rights or forms of protection of a similar nature and
  having equivalent or similar effect to any of them which may subsist anywhere
  in the world;

  
	
   

  	
   

  
	
  “Net
  Rate”

  	
  means the price of Inventory as charged by travel
  suppliers to Supplier (which shall remain confidential pursuant to the terms
  of supplier contracts);

  
	
   

  	
   

  
	
  “Retail
  Price”

  	
  means the price of Inventory as charged to
  consumers;

  
	
   

  	
   

  
	
  “Services”

  	
  means the services to be provided by Supplier
  pursuant to Clauses 4 and 5 of this Agreement;

  
	
   

  	
   

  
	
  “Term”

  	
  means the period during which this Agreement
  continues in force in accordance with Clause 2;

  
	
   

  	
   

  
	
  “Transaction
  Tax”

  	
  shall mean the sales tax as constituted by the Value
  Added Tax Act 1994 in England and Wales, GST, PST or US state sales/use taxes
  and/or any other equivalent sales or use tax

  



 



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  imposed in any jurisdiction at the rate from time to
  time imposed;

  
	
   

  	
   

  
	
  “Wholesale
  Rate”

  	
  means the price of Inventory charged by Supplier to
  its wholesale customers, as may be amended from time to time, which Wholesale
  Rates do not on average exceed (***)% of the Net Rates in the aggregate;

  
	
   

  	
   

  
	
  “XML
  General Terms”

  	
  means the XML General Terms and Conditions attached
  hereto as Exhibit A, as may be amended by Octopus from to time.

  



 


2.             Term; Termination.


a)             This Agreement shall
take effect on the Effective Date and continue until December 31, 2010 (the “Initial
Term”); provided, however, that in the event that Travelport
Limited signs a letter of intent or other agreement relating to the Change of
Control of Client or Supplier in 2007,
then the party undergoing the Change of Control shall promptly notify the other
party in writing, and the other party may request to postpone the effectiveness
of Clauses 3(c), 3(d) and 4(a) for up to 90 days following the date of notice
but in no event later than December 31, 2007. Upon expiration of the Initial
Term, this Agreement will renew for successive one-year terms upon mutual
written agreement by the parties at least sixty (60) days’ prior to the
expiration of the current term.


b)            After the Initial Term
either party may terminate this Agreement at any time upon at least ninety (90)
days’ prior written notice.


c)             At any time during
the Term, either party shall be entitled to terminate this Agreement by giving
30 days’ prior written notice to the other if the other commits any material
breach of this Agreement (including but not limited to Client’s obligation to
pay Supplier) and, if the breach is capable of remedy, fails to remedy it
within such 30-day period after being given a written notice containing full
particulars of the breach and requiring it to be remedied, or if the other goes
into liquidation or administration, has a receiver appointed over any of its
assets or enters into any voluntary arrangement with its creditors or ceases to
carry on business.


d)            Notwithstanding
anything to the contrary set forth herein, in the event of a proposed Change of
Control of Client or any Group Company thereof, Client shall notify Supplier as
soon as reasonably practicable of the proposal. For purposes of this Agreement,
a “Change of Control” is defined as an
event pursuant to which an entity directly or indirectly consummates a merger,
reorganization, recapitalization, joint venture, consolidation, share exchange,
business combination, sale of all or substantially all of its assets, or
similar form of corporate transaction involving such entity (each, a “Business Combination”) such that immediately following such
Business Combination, a third party directly or indirectly acquires more than
50% of the voting power of the then-outstanding voting stock of the entity
resulting from consummation of such Business Combination. At any time following
such Change of Control, neither the rights nor the obligations of Client (or
any subsidiary thereof) may be extended, assigned, transferred or otherwise
made available to a third-party acquirer or a third-party target (in each case
by merger or otherwise), except that Client shall be entitled to offer
up to US$(***) of Inventory in the aggregate through one or more smaller
third-party targets (by merger or otherwise) that are not Supplier clients
during the term of this Agreement. Determination of whether the US$(***) cap
has been exceeded shall be calculated based on the aggregate Bookings made to
the date of calculation through the target first



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acquired and those targets subsequently acquired (if
any) in chronological order. In the event that (i) the aggregate (***) cap
is exceeded at any time or (ii) the target is a Supplier client, then
(A) in each case all Bookings through such target shall automatically
increase to the then-current Wholesale Rate (retroactively to the date of
acquisition) and all other terms of this Agreement shall continue in full force
and effect, provided that the Wholesale Rate shall be no less favorable
to Client than the booking fees charged to Supplier’s large wholesale customers
at that time, or (B) Supplier shall have the right, but not the
obligation, to terminate this Agreement without any liability to Supplier. For
the avoidance of doubt, all other terms and conditions of this Agreement
(including Clause 6) shall apply to Bookings made through third-party targets,
and any subsidiary of Client that no longer remains a subsidiary of Client
shall not be entitled to the Inventory or the Services.


e)             Upon termination of
this Agreement, Client shall pay to Supplier all sums owing to Supplier under
this Agreement, including any Wholesale Rates retroactively due in accordance
with Clause 2(d).


3.             Client Obligations.


a)             Subject to the terms
and conditions of this Agreement, (i) Client may offer the Inventory
provided by Octopus through the Client Distribution Channels and
(ii) Client may forward distribute this Inventory to third party Client
Distribution Channels. Client shall be responsible for any acts or omissions of
such Client Distribution Channels in breach of this Agreement or of any
Inventory Restrictions communicated by Supplier to Client from time to time.


b)            Client will work with
GTA to ensure that the Contract Rates are set appropriately  and  notify GTA of any competitive or promotional parity issues
regarding rates, including the facilitation of renegotiation with hotel
partners. In any event, Client shall cause each Client Distribution Channel to
comply with the cancellation, no-show, “Best Rate Guarantee” and other terms
and conditions applicable to the Inventory communicated by Supplier to Client
from time to time.


c)             The parties agree to
comply with the restrictions on Contract Rates as set forth on Exhibit C
hereto.


d)            Client’s Group
Company, Flairview Travel Pty Ltd. (“Flairview”),
may input and modify its inventory information on GTA’s AS/400 system so long
as Flairview and GTA remain majority-owned subsidiaries of Travelport Limited. Any
such inputs or modifications are the sole responsibility of Client, and GTA
shall have no liability with respect to the foregoing. This subclause (d) in no
way permits Flairview or any other Group Company of Client to input or modify
Supplier’s Inventory information (excluding Flairview’s own data) on the AS/400
system. At such time as Flairview is no longer accessing the AS/400 system,
Client may request GTA to provide dedicated consultants to manage Flairview’s
inventory system at Flairview’s premises. Supplier shall provide such consultants
to Flairview at Supplier’s full actual costs (including but not limited to
wages, relocation expense, travel expense and accommodation expense) for such
personnel.


4.             Octopus
Obligations.


a)             Subject to
(i) the availability of Inventory, (ii) any restrictions placed on
the distribution or consignment of such Inventory by hoteliers or other
applicable suppliers (“Inventory Restrictions”)
and (iii) Client’s compliance with its obligations set forth in Clause 3,
Octopus shall make available for promotion and reservation through the Client
Distribution Channels the same Inventory as is available through Octopus’
consumer direct points of sale at the Contract Rate specified by Octopus for
the relevant dates, which shall be inclusive of taxes and breakfast (to the
extent stated in the applicable contract between Supplier and its travel



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suppliers); provided
that, for New York City Inventory only, Octopus reserves the right to restrict
any prepaid Inventory at its sole discretion.


b)            Octopus shall provide
Client Distribution Channels access to its XML direct connect service (the “DC Service”) on the terms and conditions set forth in Exhibit
A hereto. Octopus shall use commercially reasonable endeavours to provide
the DC Service to Client at substantially the same service levels as Octopus
provides to its largest wholesale clients (to the extent such services are
provided to its largest wholesale clients). The Lodging.com Client Distribution
Channels may continue to access Contract Rates as Lodging.com has done prior to
the Effective Date hereof, provided that Lodging.com may change connectivity to
the DC Service during the Term.


c)             Octopus
will provide Client with gross rates for Attractions and Services, including
sightseeing, in US dollars. Octopus shall pay Client the entire markup that GTA
receives from attraction and service suppliers; provided that any amounts due
to Client may be deducted, at Octopus’s sole election, from the amounts due to
Octopus pursuant to Clause 6.


5.             GTA Obligations.


a)             GTA will provide professional
staff to handle all customer service issues arising from bookings of the
Inventory, including customer service issues, hotel help desk, and technical
support. GTA shall use commercially reasonable endeavours to provide customer
services (including without limitation those services listed on Exhibit D
hereto) to Client consistent with services provided to Client prior to the date
hereof and at substantially the same level as GTA provides to its largest
wholesale clients (to the extent such services are provided to its largest
wholesale clients). Client may request in writing additional services or
greater service levels during the term of this Agreement, provided that such
services or service levels are of a type generally provided by GTA. In such
case, Client and GTA shall negotiate in good faith and execute a statement of
work to this Agreement for such additional services or service levels that
shall set forth, among other things, (i) the time during which the
additional services or service levels shall be provided, (ii) a
description of the additional services or service levels and (iii) the
estimated charge for the additional services or service levels. GTA shall not
be obligated to provide such additional services or greater service levels until
the parties sign a statement of work. It is understood that, subject to the
second sentence of this subclause (a), GTA has no obligation to provide
additional services or greater service levels and may reject any request by
Client for additional services or greater service levels for any reason or for
no reason.


b)            At the time of the
execution of this Agreement, the majority of GTA’s suppliers have agreed in
writing to provide GTA with descriptions of the Inventory that are and continue
to be accurate. However, these provisions are subject to change, although GTA
will use its commercially reasonable endeavours to negotiate substantially
similar provisions with respect to accurate information in its annual supplier
contracts.


c)             At such time that GTA
develops a process to map city/item codes to the applicable hotel property, GTA
will make such data available to Client in a readable format to be determined
by GTA.


6.             Adjustment to
Contract Rate.


Client shall pay
Octopus an adjustment to the Contract Rate for Bookings in the amounts and
under the conditions set forth on Exhibit E. Octopus will invoice Client
by the fifth business day of each month for adjustments due during the previous
month, and Client will pay such invoices in accordance with Clause 8(c) below.


7.             Flairview Breakage.
GTA shall pay Flairview the Breakage from Bookings made on the Flairview
websites, www.Asia-Hotels.com, www.HotelClub.com and www.RatesToGo.com, as well
the XML distribution clients and affiliate partners of the foregoing, but in
all cases excluding



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ebookers.com,
carbookers.com, insurancebookers.com, hotelbookers.com, mrjet.com,
CheapTickets.com, Orbitz.com, Lodging.com, away.com, GORP.com,
OutsideOnline.com, trip.com, OrbitzForBusiness, TravelportForBusiness or any
XML distribution clients and affiliate partners of the foregoing. If a precise
Breakage amount cannot be determined by GTA, Flairview and GTA will use good
faith endeavours to determine a reasonable percentage to be applied as Breakage
consistent with Breakage historically paid to Flairview by GTA. For purposes of
this Clause 7, Breakage means an amount due to
Inventory providers that are not invoiced to GTA within one year of consumption
of the applicable Booking.


8.             Payment Terms
between Client and Supplier.


a)             Client acknowledges
and agrees that Supplier will not be permitted to disclose individual Net Rates
to Client or any third party.


b)            Except as otherwise
set forth in this Agreement, Supplier will invoice Client by the fifth business
day of each month in advance, and Client will pay any undisputed amounts to Supplier
within 30 days following receipt of such invoice.


c)             Undisputed amounts
not paid on or before 30 days from the date of Client’s receipt of the invoice
shall be considered past due, and Client’s account shall be considered in
default. Client must give Supplier written notice of a dispute with respect to
any Supplier invoice prior to the due date thereof, or such invoice shall be
deemed to be correct and binding on Client. If Client provides notice of any
disputed amount on any invoice, the parties shall attempt to resolve such
dispute at the parties’ day-to-day operating level. If any good faith billing
dispute cannot be resolved at the parties’ day-to-day operating level within 10
days, Client and Supplier shall implement the following billing dispute
resolution process: Client will document the dispute and refer it to Supplier’s
billing department, who will promptly enter into discussions with Client’s
designated primary representative. Any settled disputed amount of any invoice
not paid within 10 days after resolution of such dispute, or any disputed
amount not resolved within 90 days following the date of Client’s receipt of
the invoice, shall be deemed delinquent. Any such delinquent invoices shall subject
Client to suspension of Services at the sole discretion of Supplier effective
immediately upon written notice to Client. Client may reinstate Services
suspended due to nonpayment by notifying Supplier within thirty (30) days from
the date the suspension commences and paying Supplier all outstanding amounts
due as of the effective date of the suspension. If Client does not choose to
reinstate service within 30 days of any termination or suspension of Services
by Supplier, Supplier shall have the right to terminate this Agreement without
further notice and any amounts due will become immediately due and payable.


9.             Cancellations and
No-Shows. When a customer cancels a booking or is a no-show, Octopus
will use commercially reasonable efforts to negotiate with the hotels to reduce
or waive the cancellation or no-show fee, and shall credit such reduction or
waived amount to Client. Client will remit cancellation and/or no show fees
monthly as part of the monthly settlement process.


10.          Content
and Restrictions.


a)             Client acknowledges and agrees that all title and interest in the IP
Rights to Supplier’s Bookings database (save for the personal details of
customers) and Supplier’s Inventory database including Inventory descriptions,
photographs and maps, shall belong to and shall vest in Supplier and, for the
avoidance of doubt, Client shall have no access to any source code for any
software forming part of the IP Rights of such database. Without conveying any
proprietary right, title or interest in and to the copyrights, patents, trade
secrets, trademarks, service marks, logos, graphics and other intellectual
property rights provided with the Inventory and held by Octopus, Octopus hereby
grants Client and its Client Distribution Channels who own and operate an
Affiliated Website a limited license, effective throughout the Term, as set
forth in



 7
 









Clause 4 of the XML General Terms. Except as provided
in the foregoing sentence, neither Client nor the Client Distribution Channels
shall have any right to sublicense any of the IP Rights. Except for the usage
rights expressly provided herein, nothing contained in this Agreement will give
either party (“Receiving Party”) any right, title
or interest in or to the other party’s (“Owner”)
intellectual property or the goodwill associated therewith. Each Receiving
Party acknowledges that all goodwill in and to the Owner’s intellectual
property vests, and shall vest, in the Owner. In the event that Octopus becomes
aware that Client’s use of the IP Rights in connection with promotion of the
Inventory does not conform to the requirements of this Clause 10, then Octopus
shall notify Client to that effect and, upon receipt of such notice, Client
shall promptly cease or correct any such non-conforming use of the IP Rights.


b)                                     Client
acknowledges that certain IP Rights may be provided by a third party source and
that:


	
  i)

  	
   

  	
  Such IP Rights
  are the sole and exclusive property of the third party source, its licensors
  and/or hoteliers;

  
	
  ii)

  	
   

  	
  At any time, a
  third party source has the right to deny Supplier the right to sublicense
  such IP Rights to Client; and

  
	
  iv)

  	
   

  	
  Supplier shall have no obligation to disclose the
  source of its IP Rights.

  



 


c)                                      Supplier
shall have the right to charge Client, and Client shall pay, interest on any
outstanding sum due under this Agreement from the date on which such sum was
due until actual payment at the rate of 3% above the base rate of the Royal
Bank of Scotland plc prevailing on the payment due date. In addition, failure
by Client to pay any outstanding sums when due shall entitle supplier to
suspend provision of all or any of the Services.


e)             Client shall remain
liable to Supplier for the Booking Fees in circumstances where a Booking has
been confirmed without collecting payment from the traveler.


11.          Warranties.


a)             Each party to this
Agreement represents and warrants to the other that in performing its
obligations under this Agreement it will comply with all applicable federal,
state, provincial and local laws and regulations and that it is free of any
contractual obligations that would prevent it from entering into and performing
its obligations under this Agreement. In addition, Octopus represents and
warrants that it has acquired all rights to use and provide access to the
Inventory and related data.


b)            OTHER THAN
AS SET FORTH HEREIN, EACH PARTY DISCLAIMS AND HEREBY WAIVES ALL WARRANTIES,
EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE, ANY
WARRANTY OF COMPATIBILITY BETWEEN ANY SYSTEM EQUIPMENT, SOFTWARE, NETWORK OR
DATA PROVIDED BY EITHER PARTY, OR ANY LIABILITY IN NEGLIGENCE, TORT, STRICT
LIABILITY OR OTHERWISE, WITH RESPECT TO ANY SYSTEM EQUIPMENT, SOFTWARE,
NETWORK, DATA OR SERVICES FURNISHED HEREUNDER.


12.          Limitation
of Liability.


a)             EXCEPT FOR
LIABILITY ARISING OUT OF ANY BREACH OF EACH PARTY’S CONFIDENTIALITY
OBLIGATIONS, IN NO EVENT SHALL LIABILITY ARISING OUT OF OR RELATING TO THIS
AGREEMENT EXCEED THE AGGREGATE AMOUNTS INVOICED BY GTA TO CLIENT THE TWELVE
(12) MONTHS PRECEDING THE DATE THAT SUCH CLAIMED INJURY OR DAMAGE AROSE. EXCEPT
FOR LIABILITY ARISING OUT OF ANY BREACH OF EACH PARTY’S’ CONFIDENTIALITY
OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY



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BE
LIABLE FOR LOST PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS, OR ANY OTHER
SPECIAL, RELIANCE, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER
CAUSED AND UNDER ANY THEORY OF LIABILITY WHETHER BASED IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, OR OTHERWISE. THE FOREGOING
LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.


b)            Nothing in
this Agreement excludes or limits the liability of a party for death or
personal injury caused by that party’s negligence or fraudulent
misrepresentation.


13.          Confidentiality.


a)             Each party agrees
that it has no interest in or right to use the Confidential Information of the
other party except in accordance with the terms of this Agreement. Each party
acknowledges that it may disclose Confidential Information to the other in the
performance of this Agreement. The Party receiving the Confidential Information
shall:


	
  i)

  	
   

  	
  maintain it in
  strict confidence and take all reasonable steps to prevent its disclosure to
  third parties, except to the extent necessary to carry out the purposes of
  this Agreement, in which case these confidentiality restrictions shall be
  imposed on the third parties to whom such disclosures are made;

  
	
  ii)

  	
   

  	
  use at least the
  same degree of care as it uses in maintaining the secrecy of its own
  Confidential Information (but no less than a reasonable degree of care); and

  
	
  iii)

  	
   

  	
  prevent the removal of any proprietary, confidential
  or copyright notices placed on the Confidential Information.

  



 


b)            Neither Party shall
have any obligation concerning any portion of the Confidential Information of
the other which:


	
  i)

  	
   

  	
  is publicly known prior to or after disclosure other
  than through any wrongful act or omission attributable to the recipient or
  its employees or representatives;

  
	
  ii)

  	
   

  	
  is already known
  to the recipient at the time of disclosure;

  
	
  iii)

  	
   

  	
  is disclosed in
  good faith to the recipient by a third party having a lawful right to do so;
  or

  
	
  iv)

  	
   

  	
  must be disclosed by the receiving party by law or
  legal process, provided that the receiving party shall immediately notify the
  other party so that it can take steps to prevent its disclosure.

  



 


14.          Non-Solicitation.


a)             Client agrees as
follows:


i)                 From the date
hereof until December 31, 2008, Client shall not, without the prior written
consent of GTA or Octopus (as the case may be), directly or indirectly (through
agents or otherwise) solicit, facilitate, encourage, induce, engage or
interfere with (such actions collectively, “Solicit”)
any client or affiliate partner of GTA or Octopus to (a) cease or reduce
its business with GTA or Octopus or (b) begin receiving inventory from
Client similar to the Inventory provided under this Agreement or increase
distribution of inventory similar to the Inventory provided under this
Agreement; provided that the foregoing restriction shall not apply to
clients that are shared by Client and Supplier on the date of this Agreement.



 9
 









ii)     From
January 1, 2009 through December 31, 2010, Client shall not, without the prior
written consent of GTA or Octopus (as the case may be), directly or indirectly
(through agents or otherwise) Solicit any of the Key Clients of GTA or Octopus;
provided that (A) the foregoing restriction shall not apply to
clients that are shared by Client and Supplier on the date of this Agreement
and (B) Client may participate in Competitive Bid Opportunities upon
invitation to bid so long as Client does not proactively Solicit such
Key Client; provided, further, that if Client wins the
Competitive Bid Opportunity, Client shall pay the Booking Fees specified in
Clause 6 for Bookings made through this Client Distribution Channel.


b)            Each of GTA and
Octopus agrees as follows:


i)      From
the date hereof until December 31, 2008, it shall not, without the prior
written consent of Client, directly or indirectly (through agents or otherwise)
Solicit any client or affiliate partner of Client to (a) cease or reduce
its business with Client or (b) begin receiving inventory from it similar
to the Inventory provided under this Agreement or increase distribution of
inventory similar to the Inventory provided under this Agreement; provided
that the foregoing restriction shall not apply to clients that are shared by
Client and Supplier on the date of this Agreement.


ii)     From
January 1, 2009 through December 31, 2010, it shall not, without the prior
written consent of Client, directly or indirectly (through agents or otherwise)
Solicit any of the Key Clients of Client; provided that (A) the
foregoing restriction shall not apply to clients that are shared by Client and
Supplier on the date of this Agreement and (B) may participate in
Competitive Bid Opportunities upon invitation to bid so long as it does not
proactively Solicit such Key Client of Client.


c)                                      As
used herein, (i) ”Key Client”
means any client or affiliate partner from which the relevant party earns $(***)
or more in annual gross revenue, and (ii) ”Competitive
Bid Opportunity” means a commercial agreement between the Key Client
and Supplier or Client (as the case may be) that is due to expire and such Key
Client is actively exploring alternatives by requesting proposals from and/or
distribution requests for proposals to third parties. Each of Supplier and
Client will provide to the other a list of its Key Clients as soon as
reasonably practicable and thereafter will provide an updated list, as soon as
reasonably practicable upon written request of the other party, semi-annually
until December 31, 2010.


15.          Data Protection.


a)             Each party warrants
and represents that it holds, and undertakes that at all times during the
period of this Agreement it will maintain, all registrations and notifications
required under the Data Protection Act 1998 (“DPA”)
which are appropriate to its performance of their obligations under this
Agreement.


b)            Each
party undertakes that in the performance of this Agreement it will comply with
the DPA and ensure that its employees, agents and subcontractors comply with
the DPA, and in particular the Data Protection Principles set out in the DPA,
and with any guidance issued from time to time by the Information Commissioner.


c)             Supplier warrants that to the extent it processes any personal data
(meaning given in the Data Protection Act 1998) on behalf of Client, it shall
act only on instructions from Client, and it has in place appropriate technical
and organizational security measures against



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unauthorized or unlawful processing of personal data
and against accidental loss or destruction of, or damage to, personal data.


16.          Non-Assignment.


 Neither party shall have the right, in any
manner whatsoever, to assign, transfer or convey this Agreement to any third
party, without the prior written consent of the other party. This party will be
binding upon the parties’ successors and permitted assigns.


17.          Notices.


All
notices, requests, demands or other communications hereunder shall be in writing,
hand delivered, sent by first class registered mail, overnight mail, or
facsimile (upon electronic confirmation that the transmission was received) and
shall be deemed to have been given when delivered to the following addresses:


If to Client:


500 West Madison Street

Suite 1000

Chicago, Illinois 60661

Attn: Legal Department


If to GTA:


GTA North America, Inc.

5 Penn Plaza, 5th Floor

New York, New York 10001 USA

Attn: Managing Director, Americas


If to Octopus:


OctopusTravel.com (USA)
Limited

5 Penn Plaza, 5th Floor

New York, New York 10001 USA

Attn: Managing Director, Americas


18.          Taxes.


a)             All sums payable under this Agreement are
exclusive of Transaction Taxes or other applicable taxes or duties,
except the Contract Rate, Net Rate and
Wholesale Rate to the extent stated in the applicable contract between
Supplier and its travel suppliers. Transaction
Tax, if due, shall be charged in addition to any payments due under this
Agreement, and shall be payable by the paying party on receipt of a valid
invoice from the other party.


b)            If any amount of Transaction
Tax is assessed and levied by any relevant authority responsible for Transaction
Tax (the “tax authority”) in the country in which the services are received
under a self-accounting mechanism, then Client shall account for this Transaction
Tax on their Transaction Tax return in accordance with the Transaction Tax legislation
in such country, except for the Contract Rate, Net Rate and Wholesale Rate
where Supplier will be responsible for the payment of any VAT which the Client
has to self-account for but is unable to recover the self-accounted VAT. Any
claim by the tax authority for penalties or interest arising out of the late
payment of any self-accounted Transaction Tax shall be for the account of
Client.



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c)             If any party hereto
is required by law to make any tax deduction or withholding in relation to any
payment pursuant to this Agreement, it shall do all things in its power which
may be necessary to enable or assist the party to whom the payment is due to
claim exemption from the deduction or withholding or (if that is not possible)
a credit for it under any applicable double taxation or similar agreement from
time to time in force, and shall from time to time give the party to whom the
payment is due proper evidence as to the deduction or withholding and payment
over of the tax deducted or withheld.


d)            The Contract Rates shall be reviewed by GTA
at the end of each calendar year after payment of VAT to the tax authorities,
and GTA will issue an invoice to Client for any aggregate shortfall between the
Contract Rates after payment of VAT and the percentages set forth in the
officer’s certificate referred to in Exhibit C hereto.


19.          Costs and
Expenses. Each party hereto shall assume and pay its own
expenses incident to the negotiation, execution and performance of this
Agreement.


20.          Amendments. This
Agreement shall not be amended or modified except by another written document
duly signed by the Parties.


21.          Force Majeure.


Each
party shall be relieved from its obligations (other than payment obligations)
hereunder to the extent that performance is delayed or prevented by any cause
beyond its reasonable control including war, civil unrest, strikes, lockouts,
natural disaster or fire, epidemics, quarantine, governmental measures or
similar events or conditions. The party claiming force  majeure
shall promptly notify the other party and take commercially reasonable efforts
to resume performance as promptly as practicable.


22.          Entire Agreement.


a)             This Agreement,
together with its appendices, schedules and exhibits, constitute the entire
agreement and understanding of the parties and supersedes all other prior
agreements and understandings, both written and oral, between the parties with
respect to the subject matter hereof. This Agreement may be amended only by a
further writing duly executed by authorized representative of the parties.


b)            In the event of any
conflict between the provisions of this Agreement and the provisions of an
appendix, schedule or exhibit, this Agreement shall prevail.


23.          Governing Law.


This
Agreement shall be governed by, and shall be performed, enforced and construed
in accordance with, the laws of England. Each of the parties hereby submits to
the non-exclusive jurisdiction of the courts of London, England.


24.          No Third Party
Beneficiaries.


None
of the provisions of this Agreement shall be for the benefit of or enforceable
by or against any person other than a party, including without limitation, any
creditor of Client or of GTA.


25.          Dispute Resolution.


If a
controversy should arise out of this Agreement, the individuals executing this
Agreement on behalf of each party, or their respective successors or designees
will attempt in



 12
 









good faith to
resolve the dispute informally through discussion, the exchange of documents or
meetings following either party’s notice of the existence and nature of the
dispute.


26.          Waivers.


The
terms of this Agreement may be waived only by a  written
instrument signed by the party that would have been able to require compliance.
No delay on the part of either party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof. No waiver on the part of
either party of any such right, power or privilege, shall preclude any further
exercise thereof or the exercise of any other such right, power or privilege.


27.          General Provisions.


a)             Nothing in this
Agreement is intended or shall be construed to create or establish an agency,
partnership, or joint venture relationship between the parties.


b)            The captions in this
Agreement are for convenience only and in no way define, limit, or enlarge the
scope of this Agreement or any of the provisions therein. Capitalized terms
shall have the meanings assigned in this Agreement.


c)             In the event that any
material provision of this Agreement is determined to be invalid, unenforceable
or illegal, then such provision shall be deemed to be superseded and the
Agreement modified with a provision that most nearly corresponds to the intent
of the parties and is valid, enforceable and legal.


d)            Each of the parties
agrees not to directly or indirectly take any actions, act in concert with any
person or entity who takes an action, or cause or allow any member of its Group
Companies to take any actions (including by corporate reorganization or failure
to take a reasonable action) such that the resulting effect is to materially
undermine the effectiveness of any of the provisions of this Agreement (such as
moving traffic to Flairview websites to obtain increased breakage or providing
knowingly false certifications).



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IN WITNESS WHEREOF,  each party has
executed this Agreement by its authorized representative.


	
  ORBITZ WORLDWIDE, LLC

  	
  DONVAND LIMITED

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mike Nelson

  	
   

  	
  By:

  	
  /s/ Kurt Ekert

  	
   

  
	
  Name: Mike
  Nelson

  	
  Name: Kurt Ekert

  
	
  Title: Director

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  OCTOPUS TRAVEL
  GROUP LIMITED

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Kurt Ekert

  	
   

  	
   

  
	
  Name: Kurt Ekert

  	
   

  
	
  Title: Director

  	
   

  
							



 



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