Exhibit 10.8


SOFTWARE LICENSE
AGREEMENT


SOFTWARE LICENSE
AGREEMENT (“Agreement”), dated as of July 23, 2007 by and between Orbitz
Worldwide, LLC, a Delaware limited liability company with its address at 500
West Madison Street, Suite 1000, Chicago, IL 60661 (“Orbitz”) and ITA Software,
Inc., a Delaware corporation with its address at 141 Portland Street, 7th Floor, Cambridge, MA 02139 (“ITA”).


WHEREAS,
ITA has developed a software product known as “QPX” (as further defined below),
which has a capability to search, select, sort and price air fares; and


WHEREAS,
Orbitz operates the Orbitz Sites (as further defined below); and


WHEREAS, Orbitz
wishes to license QPX to provide information for the Orbitz Sites as well as
for White Label Sites and Third Party Sites (as further defined below) as
further set forth herein;


WHEREAS, Orbitz
and ITA are presently parties to an Amended and Restated Software License
Agreement dated as of May 15, 2002, which agreement expires by its terms on
September 30, 2007 (the “Existing Agreement”); and


WHEREAS, Orbitz
and ITA desire to extend the Existing Agreement and to enter into a new
agreement to become effective upon the expiration of such extension, so as to
assure Orbitz continued access to QPX following such expiration;


NOW, THEREFORE, in
consideration of the foregoing the parties hereby agree as follows:


1.                                      DEFINITIONS


(a)                                  “Agreement Month”
means each one-month period during an Agreement Year.


(b)                                 “Agreement Year” means
each successive period of twelve Agreement Months during the term of this
Agreement, beginning on the Commencement Date.


(c)                                  “Annual
Minimum” has the meaning set forth in Section 8(a).


(d)                                 “Commencement Date”
means January 1, 2008.


(e)                                  “CPI
Increase” means the change (as of the date the most recently available) in the
Bureau of Labor Statistics Consumer Price Index – All Items (as reported in the
Wall Street Journal) from a base of January of the immediately preceding year
through January of the year for which such change applies.


(f)                                    “Documentation”
means the Application Program Interface (API) for QPX attached hereto as Appendix
1.


(g)                                 “End Users” means end
users who access QPX at a Site.


(h)                                 “Insolvency Event”,
with respect to either party, means any of the following: (i) such party
at any time ceases to conduct business in the ordinary course; (ii) such
party files a voluntary petition in bankruptcy or any voluntary proceeding
relating to insolvency, receivership, liquidation or composition for the
benefit of creditors; or (iii) such party becomes the subject of an
involuntary petition in bankruptcy or any involuntary proceeding relating to
insolvency, receivership, liquidation or composition for the benefit of
creditors, if such petition or proceeding is not dismissed within sixty (60)
days of filing.


(i)                                     “Look-to-Book
Ratio”, with respect to any Orbitz Site or White Label Site, means the ratio of
Queries from such Site (including Queries that are not User Queries, as defined
in Section 2(b)(vii)) to













PNRs created on such Site; and, with
respect to Third Party Sites, means the ratio of Queries (including Queries
that are not User Queries) on such Site to PNRs created on an Orbitz Site as a
result of referrals from such Third Party Site or otherwise deriving from the
information provided to such Third Party Site by Orbitz.


(j)                                     “Online
Users” means end users (i.e. persons not in the business of providing travel
services to others) who access QPX at a Site for the purpose of viewing fares,
schedules, seat availability, or purchasing air travel, including (without limitation)
users who call an Orbitz customer service agent who accesses QPX at an Orbitz
Site.


(k)                                  “Orbitz
Data” has the meaning set forth in Section 7.


(l)                                     “Orbitz
Sites” means, collectively, the World Wide Web travel sites located at the URLs
www.orbitz.com, www.cheaptickets.com, www.ebookers.com, www.hotelclub.com,
www.ratestogo.com, and other web sites owned and operated by Orbitz that Use
QPX.  For the avoidance of doubt, a web
site owned by Orbitz that does not Use QPX will not be considered an “Orbitz
Site” for purposes of this Agreement.


(m)                               “Orbitz
White Label Customer” means the operator of a White Label Site.


(n)                                 “Per-PNR
Fee” has the meaning set forth in Section 4(d).


(o)                                 “Person”
means any individual, firm, corporation, partnership, limited liability
company, trust, joint venture or governmental or administrative agency or
authority, or any other entity, and shall include any successor (by merger or
otherwise) of such entity.


(p)                                 “QPX-Powered
PNR” means a passenger name record (“PNR”) created in a system (such as a
reservations system of an airline or a CRS) by or on behalf of any Online User;
provided, however, that a PNR in which the marketing carrier is one with
respect to which there are Booking Issues (as defined in Section 8(c)) and with
respect to which Orbitz is using another data source, as permitted by such
Section, shall not be considered a QPX-Powered PNR.  For the purposes hereof, a QPX-Powered PNR “created”
shall be deemed to refer to all QPX-Powered PNRs created, whether or not subsequently
cancelled; i.e., “gross PNRs”, not “net PNRs”;
except that the following shall not be included within the definition of
QPX-Powered PNR: (1) PNRs cancelled during the same calendar day as they are
created; (2) PNRs created for test purposes, at Orbitz Sites or White Label
Sites, which are subsequently cancelled. 
A passenger name record that is not a QPX-Powered PNR shall be referred
to as a “Non-QPX-Powered PNR.”


(q)                                 “QPX”
means, at any time, the then-current version of ITA’s Travel Planning Software
product and related software products, all as described more fully in the
Documentation.  QPX includes ITA’s
availability management system (both its dynamic calculating availability
system and its system for processing other types of availability data such as
so-called “AVS” data), known as “DACS”, but specifically excludes functionality
for award travel and automated refund/reissue.


(r)                                    “Query”
means a query from Orbitz to QPX.


(s)                                  “Site”
means an Orbitz Site, a White Label Site or a Third Party Site.


(t)                                    “SOWs”
has the meaning set forth in Section 4(a).


(u)                                 “Third
Party Site” has the meaning set forth in Section 2(d).


(v)                                 “Upgrade
Releases” shall have the meaning set forth in Exhibit A.


(w)                               “Use”
of QPX means, with respect to an Online User, that Orbitz provides information
to such Online User which includes any information derived from the response to
a Query.


(x)                                   “White
Label Site” has the meaning set forth in Section 2(c).



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2. SERVICES TO BE PROVIDED; RESTRICTIONS


(a) License Grant.  ITA
grants Orbitz a worldwide, nonexclusive, irrevocable (except as expressly set
forth herein) license to use, perform and display QPX in accordance with the
terms of this Agreement. Orbitz may use QPX to generate, sort, price and select
airline itineraries and determine availability of selected flights, classes of
service and booking codes, in order to provide travel planning and related
services to End Users.


(b)  Rights and Restrictions.


(i)                         Except
as provided in this Agreement, Orbitz shall not have the right to sublicense or
transfer QPX.


(ii)                      Except
as provided in Section 2(c), Orbitz shall not have the right to use QPX to
provide services to an airline or to an affiliate of an airline which is
engaged in the business of selling travel on such airline.


(iii)                 Orbitz
may make copies of QPX executables for hosting, staging, back- up, disaster
recovery, testing or archival purposes, and as necessary to utilize QPX in its
business, subject to the other terms and conditions of this Agreement.


(iv)                Orbitz
shall be permitted to use (including via a network) QPX on a worldwide basis
and on an unlimited number of machines without restriction as to the number of
users, but only subject to the restrictions and limitations contained herein.


(v)                     Orbitz agrees
that it shall not reverse engineer, disassemble, decompile, modify, profile or
monitor QPX for any purpose whatsoever, nor will Orbitz implement or permit
procedures such as “port scans”, “tiger attacks” or other techniques designed
to gain access to QPX (or to computers running QPX) which have not been
specifically authorized by ITA; provided, however, that Orbitz may monitor the
operation of the programs with ITA’s prior consent, which will not be
unreasonably withheld, provided that such monitoring is in accordance with all the
other provisions of this Agreement. The foregoing provision shall not be deemed
to prohibit Orbitz from monitoring the inputs to or outputs from ITA’s
Application Program Interfaces (APIs). Without limiting the foregoing, Orbitz
specifically agrees that it will not observe, read, copy, profile or monitor
the contents of any Packets, as defined below (or write or use any software
program which permits or enables any of such activities), for any purpose
whatsoever; provided, however, that Orbitz may monitor external characteristics
of Packets such as volume of Packets moving across the network or the size of
Packets. In addition, Orbitz shall have the right to monitor, through the use
of passive monitoring agents that at no time during their operations would
result in changing configurations, changing the intended operation of the
system, or degrading performance, the performance (i.e, uptime, disk space
usage, bandwidth performance, memory utilization, etc.) of the hardware and
equipment on which QPX is running at the Orbitz data center. As used herein, “Packet”
means a file or packet of data which is sent (either over a network or within a
single computer) from one program comprised in QPX to another program comprised
in QPX; provided that a “Packet” shall not include any data input by an End
User or Orbitz, any data output by QPX to an End User or Orbitz, or any Orbitz
Data.


(vi) Except as expressly set forth in
this Agreement, Orbitz shall not have any right to make, prepare or reproduce
derivative works of QPX.


(vii) In
responding to a query from an Online User (a “User Query”), Orbitz (and any
Orbitz White Label Customer and any Third Party Site) may only use information
obtained as a result of a “Live Query” – i.e., a Query to QPX that directly
results from and relates to the User Query.  For the avoidance of doubt,
the foregoing shall be deemed to prohibit Orbitz or an Orbitz White Label
Customer



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or Third Party Site from
answering User Queries using cached information.  For the purposes hereof, “cached information”
means, with respect to any Live Query from an Online User, information retained
or stored by Orbitz or an Orbitz White Label Customer or Third Party Site that
was originally obtained from (1) a User Query from a different Online User, (2)
User Queries that were performed at an earlier time, or (3) Queries submitted
by Orbitz or an Orbitz White Label Customer or Third Party Site to QPX that do
not directly result from or relate to User Queries. Orbitz will not be
considered to have displayed cached information if it uses its “Deal Detector”
functionality (i.e., Orbitz sends a destination
and price, and possibly dates of travel, to an Online User that has previously
informed Orbitz of his or her interest in such destination), lead pricing
promotion (i.e., Orbitz sends a destination and
price to an Online User that it believes may be interested in travel to such
destination), or “Orbitz Insider” desktop application (i.e.,
desktop version of Deal Detector) so long as, in each case, the following conditions
are met: (A) in each such case, Orbitz proactively sends (via email or other
similar means) to an Online User information derived from a Query; (B) such
Online User has not made a User Query at the time when Orbitz provides such
information to such Online User; (C) the information provided to the Online
User does not include more than one price (i.e., “$179
one-way to Fort Lauderdale”), may (in the case of Deal Detector or Orbitz
Insider, but not lead pricing) include dates but does not include times of
travel, and does not include information about more than one itinerary; (D)
Orbitz makes a unique Query with respect to each Online User to which
information is provided (i.e., if Orbitz
wishes to provide information about the same city-pair and dates to three
Online Users, it performs three Queries and not one Query); (E) the Online User
is unable to obtain the details of an itinerary, or information about any other
or similar itineraries, without going to an Orbitz Site and performing a User
Query; (F) the purpose of such functionality is to cause a User to perform a
Live Query and to promote booking of a PNR by an Online User; and (G) the total
number of such Queries (i.e., Deal
Detector; lead pricing, to the extent lead pricing is automatically, rather
than manually, shopped; Orbitz Insider and any other Queries that are not Live
Queries) (“Non-Live Queries”) may not exceed (***)% of the total number of Live
Queries performed at the Orbitz Sites. 
If the total number of Non-Live Queries exceeds (***)% of the total
number of Queries performed at the Orbitz Sites, then, subject to the last
sentence of Section 8(d) Orbitz will pay a fee (“Non-Live Query Fee”) of $(***)/Non-Live
Query for such Non-Live Queries in excess of (***)% of the total number of
Queries.  Notwithstanding the foregoing,
Orbitz or an Orbitz White Label Customer or Third Party Site shall have the
right to store or cache information obtained as a result of a User Query made
at one time during a single user session for purposes of saving such
information for use at a later time within such session as long as such use
does not occur more than thirty minutes after such User Query; provided, that
in the event that the Online User that performed the original User Query has
commenced purchasing a ticket and has not completed such process by the
expiration of such 30-minute period, then such thirty-minute period may be
extended (with respect to the results of such Live Query only) for a period
sufficient for such Online User to complete such purchase, up to a maximum of
60 minutes.  The parties’ intention is
that Orbitz’s and/or Orbitz White Label Customers’ and/or Third Party Sites’
use of information obtained from a User Query by a User will never be used in
such a way as to appear to another User (“Other User”) in response to such User
Query of the Other User, and should not replace or reduce the necessity for
live queries, but rather will be intended to cause the Other User to submit a
new User Query.


(viii)  Orbitz may not provide any information
derived from QPX (whether or not combined with other information derived from
another source) to any third party other than an Online User of an Orbitz Site,
except as provided in sections 2(c) or 2(d) below.


(ix)  If any software provided by ITA to Orbitz is
lost or damaged, then ITA will provide another copy, free of charge.


(x)  Orbitz may not, except for carriers for which
ITA does not have data and except as permitted by Section 8(c), incorporate
search results that are not generated by QPX (each itinerary comprised in such
search results are referred to as a “Non-QPX Solution”) into a matrix display
that



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includes results
generated by the Use of QPX.  Further,
Non-QPX Solutions resulting from Booking Issues pursuant to Section 8(c) may not
comprise more than (***)% of the total number of itineraries comprised in such
matrix display, and Non-QPX Solutions resulting from any combination of Booking
Issues and carriers for which ITA does not have data may not comprise more than
(***)% of the total number of itineraries comprised in such matrix display;
provided that ITA recognizes that such percentages may be exceeded in
individual markets as a result of the dominance of certain carriers, and that
such isolated instances will not be deemed to violate this Section 2(b)(ix).


(c)  White Label Sites. Orbitz
may incorporate QPX into a “white label” travel web site, referred to hereunder
as a “White Label Site”.  In order to be
considered a White Label Site, a web site must fulfill the following conditions:


(i) Orbitz must provide the site with a product
incorporating both QPX shopping and an Orbitz booking capability, and  that consists of materially greater functionality than that
of QPX alone;


(ii) the site must not contain any air-related functionality
other than that provided by Orbitz, and must otherwise have substantially the
same functionality for the same booking path as the Orbitz site but be branded
with the Orbitz White Label Customer’s brand;


(iii) Queries will not be submitted to QPX directly
from the White Label Site, but instead will go through the Orbitz presentation
layer code (i.e., all white label customers will
gain access to Orbitz via an Orbitz-provided API);


(iv) the site must not contain any files related to
air functionality that are  not supplied
by Orbitz other than static files such as .gif or .jpeg files; i.e., the white label customer may customize only the “front
end” appearance of the site.


In addition, the
following terms will apply to Orbitz’s provision of QPX to a White Label Site:


(v) Orbitz will provide written notice to ITA of any
new arrangement to provide a White Label Site.


(vi)  Orbitz may
not, without ITA’s prior approval, use QPX to provide any services to airlines,
except that Orbitz may (A) offer a “packaged” product to a niche portion of an
airline web site (such as vacation travel), where such packaged offerings
consists, at a minimum, of air-related services bundled with car and/or hotel,
and (B) continue to provide a niche corporate travel offering to United
Airlines and American Airlines substantially as currently provided.


(vii)  All the
restrictions set forth in Section 2(b) and this Section 2(c) will apply to any
White Label Site as well as to Orbitz, and Orbitz agrees that either (A) Orbitz
will be liable to ITA for violation by the Orbitz White Label Customer of such
restrictions or (B) it will enter into an enforceable agreement with respect to
such restrictions with the Orbitz White Label Customer to which Orbitz is
providing the White Label Site, and ITA will be the intended third party
beneficiary thereof.


(d)  Third Party Sites. Orbitz
may, as part of its online marketing activities the principal purpose of which
is to generate traffic for bookings on the Orbitz Sites, provide to a third
party site or downloadable tool (i.e., which
enables Online Users to perform Queries and have information provided to the
desktop) provided by a third party (each such site or downloadable tool to be
referred to hereunder as a “Third Party Site”) the ability to submit Queries to
QPX and display information therefrom. 
In order to be considered a Third Party Site, a web site must fulfill
the following conditions:


(i)  The
business model of the site must be similar to that of Orbitz, viz., to allow an Online User to receive information that is
intended to lead to the creation of a QPX-Powered PNR, such that a majority of
the revenue of the site is derived from referral of customers to sites that
perform bookings (rather than, for example, a business model that is based on
using search to generate advertising revenue or any other form of benefit other
than a booking).  In determining



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whether a Third Party Site satisfies the requirement of this Section
2(d)(i), Orbitz will initially make a good faith determination of the business
model of such site.  In the event ITA
informs Orbitz that it does not believe such site satisfies the requirement of
this Section 2(d)(i), then the parties will use the dispute resolution
provisions set forth in Section 18 to determine whether such site satisfies
such requirement.


(ii)  The site
must not have the ability to fulfill a booking; rather, in order to create a
booking an Online User must be required to go to another web site.


(iii)  The site
must be required to display information derived from QPX in a manner which
requires the Online User to go to an Orbitz Site in order to create a PNR using
such information, and Orbitz must provide the site with a product incorporating
both QPX shopping and a requirement to direct the QPX shopping results to an
Orbitz booking capability.


(iv)  If Orbitz
wishes to enter into a Third Party Site arrangement with (***) or another
entity of similar size in the search field or similar prominence in the search
field (in each case including their respective subsidiaries or affiliates, any
of which is referred to as a “Prohibited Site”), Orbitz will provide ITA with
prior notice thereof and ITA and Orbitz will jointly determine the provisions
(including economic terms) that will apply to such entity’s Use of QPX.  Notwithstanding the foregoing, Orbitz has
informed ITA that (***) is a Third Party Site, and ITA agrees that (***) may
continue as a Third Party Site notwithstanding the provisions of this Section
2(e)(iv).


(v)  A list of
all existing Third Party Sites is attached hereto as Exhibit B.  For the avoidance of doubt, the Third Party
Sites listed on Exhibit B shall be deemed to satisfy the condition set forth in
Section 2(d)(i).  Following the date hereof,
Orbitz will provide written notice to ITA of any new arrangement to provide QPX
to a Third Party Site.


(vi)  a site
owned (in whole or material part) or operated (in whole or material part) by
one or more airlines may not be a Third Party Site; provided, however, that if
following the date a site becomes a Third Party Site, such site receives a
passive investment (i.e., an equity
investment of not more than 20% in aggregate pursuant to which the airline
investor(s) do not obtain any control rights or other right to direct or
materially influence the management or operation of the third party) by one or
more airlines that does not result in a Third Party Site violating any of the
conditions set forth in this Section 2(d), such investment will not in and of
itself be deemed to cause such Third Party Site to be in violation of this
Section 2(d)(vi); and provided further, that if a Third Party Site enters into
a transaction that causes it to be in violation of the provisions of this
Section 2(d)(vi), ITA and Orbitz will mutually agree as to the financial and
other terms that should apply to such Third Party Site’s use of QPX.


(vii)  Orbitz
may not provide to a Third Party Site a greater number of results per Query
than Orbitz displays in response to Queries at Orbitz Sites. In no case may
Orbitz provide to a Third Party Site in excess of 300 results per Query.


(viii)  All the
restrictions set forth in Section 2(b) and Sections 2(d)(i), (ii), (iii), (vi) and
(vii) will apply to any Third Party Site as well as to Orbitz, and Orbitz
agrees that either (A) Orbitz will be liable to ITA for violation by the
operator of such Third Party Site of such restrictions or (B) it will enter
into an enforceable agreement with respect to such restrictions with the
operator of such Third Party Site, and ITA will be the intended third party
beneficiary thereof; provided, however, that (1) with respect to (***), ITA
will be responsible, pursuant to ITA’s agreement with (***), to enforce such
provisions and (2) without limiting the applicability of Section 2(d)(iv) to
Orbitz, if Third Party Site(s), other than (***), permit Prohibited Site(s) (as defined
in Section 2(d)(iv)) to perform Queries, or provide any information derived
from QPX to Prohibited Site(s) (each, a “Prohibited Site Query”), and the total
number of Prohibited Site Queries in any Agreement Month exceeds (***)% of the
total number of Third Party Queries in such Agreement Month, then the
number of Prohibited Site Queries in excess of such (***)% threshold



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shall be deducted from the number of Included Third Party Queries (as
defined in Section 8(e)) for the purpose of calculating the Third Party
Excess License Fee pursuant to Section 8(e).


(e)  Except as specifically set forth in Sections
2(c) and 2(d), Orbitz may not provide to any web site other than the Orbitz
Sites (i) the ability to submit Queries (or to permit Online Users to submit
Queries) to QPX, or (ii) information generated by QPX in response to Queries.


3.
DOCUMENTATION


When delivering QPX (including
any Upgrade Releases) to Orbitz, ITA shall supply applicable Documentation in
printed and/or electronic formats, as requested by Orbitz. Such Documentation
shall be provided at no additional charge. If Documentation is developed
specifically for or at the request of Orbitz, then the preparation of such
Documentation shall be undertaken pursuant to an SOW. Orbitz shall have the
right, as part of the license granted herein, to make as many additional copies
of the Documentation for its own internal use as it may reasonably determine
are necessary.


4.
SERVICES


(a) Statements of Work. ITA may (but will not be obligated to)
furnish to Orbitz such services as Orbitz may request from time to time,
including services relating to customization of QPX, at ITA’s then-current
rates. The provision of such services shall be governed by statements of work
executed by the parties, a form of which is attached hereto as Exhibit C
(“SOWs”).


(b) Reports. The parties anticipate that provisions relating to
progress reporting will be included in SOWs. Unless otherwise agreed in the
SOW, ITA shall present to Orbitz or Orbitz’s designated project manager or
project management company a progress report on a monthly basis in ITA’s
standard form  and containing, with respect to
each active project, information relating to ITA’s progress toward completion
of that project, and deliverables for the coming month.


(c) Access to Electronic Resources. Each party shall strictly
follow all of the other party’s security rules and procedures for use of the
other party’s electronic resources. All user identification numbers and
passwords disclosed by each party to the other party shall be deemed to be, and
shall be treated as, the disclosing party’s Confidential Information pursuant
to Section 14 of this Agreement. In addition, any information obtained by
either party as a result of its access to, and use of, the other party’s
computer and electronic storage systems shall be deemed to be, and shall be
treated as, the other party’s Confidential Information pursuant to Section 14
of this Agreement.


(d) Software Maintenance and Data Services. ITA shall provide
the maintenance and technical support services set forth in Exhibit A in
accordance with the service levels also set forth therein.


5. PERSONNEL


(a) ITA Personnel. It is understood and agreed that ITA’s
employees and contractors shall not be considered employees of Orbitz within
the meaning or the applications of any federal, state or local laws or
regulations including, but not limited to, laws or regulations covering
unemployment insurance, old age benefits, worker’s compensation, industrial
accident, labor or taxes of any kind. ITA’s employees shall not be entitled to
benefits from Orbitz that may be afforded from time to time to Orbitz’s employees,
including without limitation, vacation, holidays, sick leave, worker’s
compensation and unemployment insurance. Further, Orbitz shall not be
responsible for withholding or paying any taxes or social security on behalf of
ITA’s employees. ITA shall be fully responsible for any such withholding or
paying of taxes or social security. Notwithstanding the foregoing, Orbitz may
at any time require ITA to remove from any Orbitz-related activity any
personnel which Orbitz, in its reasonable discretion, deems to be
unsatisfactory



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(by way of example but
not limitation, unprofessional or inappropriate conduct). Any such request for
removal shall be sent in writing to ITA.


(b) Staffing. ITA shall staff each such project with personnel
with sufficient skill, experience and ability to complete the project on the
schedule specified in the applicable SOW.


6.
OWNERSHIP


(a) QPX. Orbitz acknowledges that ITA is the sole and exclusive
owner of all rights in and to QPX and that other than the license granted
hereby, no proprietary rights, including but not limited to copyrights and
patents, in QPX are being transferred to Orbitz.


(b) Orbitz Interfaces. Orbitz shall have the right to interface
to QPX and to use it in conjunction with other software, programs, routines and
subroutines developed or acquired by Orbitz, except that, other than as set
forth in Section 2(b)(v), (i) Orbitz shall use QPX as a whole and shall not
have the right to substitute other software for portions of QPX and (ii) any
interfaces between those portions of QPX comprising the low-fare search servers
and availability servers, on the one hand, and other such software, programs,
etc. of Orbitz, on the other hand, will occur via ITA’s documented XML
Application Program Interface (API) or another API provided by or approved in
advance by ITA. ITA shall have no ownership interest in any other software,
program, routine or subroutine developed by Orbitz or acquired by Orbitz from a
third party by virtue of its having been interfaced with or used in conjunction
with QPX.  In addition, Orbitz may
request that ITA enter into an SOW to modify QPX for Orbitz (but not for ITA’s
other customers) in the event ITA is able to obtain availability information
from airlines which airlines do not make generally available.  In the event such modification would not
degrade the performance of availability caching for ITA’s other customers, ITA
may (but will not be obligated to) enter into such an SOW and the provisions of
this Agreement will not be deemed to prohibit Orbitz’s use of QPX as so
modified.  For the avoidance of doubt,
ITA shall have sole discretion to make the determination of whether it will
enter into an SOW to perform services in order to obtain availability
information that ITA is not permitted to make generally available to its
customer.


(c) Orbitz-Developed Source Code. ITA acknowledges that Orbitz
shall be the exclusive owner of all right, title and interest, including all
intellectual property rights, in and to any and all source code developed
solely by Orbitz or by third parties (other than ITA) for Orbitz, related to or
in support of any object code of QPX, including, but not limited to, source
code that improves the scalability of QPX. The foregoing will not be deemed to
alter the rights of the respective parties under applicable law and shall not
preclude either party from filing patents regarding inventions or discoveries
invented or discovered by such party.


7. DATA


ITA understands and
acknowledges that Orbitz may (i) manage, modify, maintain and update
pre-existing data and information about End Users for use with (or resulting
from use of) QPX, and (ii) generate, manage, modify, maintain and update
additional such data and Information (such pre-existing data and information
and such additional data and information are referred to collectively as “Orbitz
Data”; provided that schedule, fare and availability data used by QPX shall not
constitute Orbitz Data). Orbitz Data shall be treated as Orbitz Confidential
Information, and Orbitz shall retain all right, title and interest in and to
all Orbitz Data. Notwithstanding the foregoing, Orbitz agrees that ITA will
have access to Orbitz Data comprising aggregated statistics relating to both
the usage of QPX and the traffic data (such as patterns of usage over times of
day, statistical information about the types of queries being asked (i.e.,
origin, destination, travel times, etc.) for the sole purpose of improving the
performance of QPX. In no



 8
 









event shall ITA be
permitted to access any Orbitz Data containing personally identifiable
information regarding End Users. All such Orbitz Data relating to any End
Users, including without limitation, aggregated information, usage and traffic
data, transactional or financial information, End User names and addresses, passwords,
registration information, and cookie information, shall be subject to Orbitz’s
privacy policy as set forth on the Orbitz Sites, and ITA shall at all times
comply with the most current version of such privacy policy (advance notice of
any modifications to which Orbitz agrees to provide to ITA).


8. FEES AND EXPENSES


(a) Per-PNR Fee.  The
license fee for Orbitz’s use of QPX will be based upon a per-PNR charge for all
QPX-Powered PNRs created at any Orbitz Sites and White Label Sites.  The Per-PNR Fee will be $(***) for all PNRs
created, except as set forth in Section 8(c). 
The Per-PNR Fee will be subject to a minimum (the “Annual Minimum”) of $(***)
per Agreement, representing (***) PNRs per year.  For the avoidance of doubt, Orbitz will not
owe ITA a per-PNR Fee for a Non-QPX-Powered PNR displayed in the same matrix
display as a QPX-Powered PNR in accordance with Section 8(c).


(b) White Label Sites.  The
Per-PNR Fee will apply to all QPX-Powered PNRs created on White Label Sites,
pursuant to Section 2(c), except that in the event the business model for a
White Label Site does not consist primarily of using search to generate
bookings on Orbitz, then Orbitz may not provide QPX to such White Label Site
unless and until ITA and Orbitz have agreed to such use of QPX and the manner
in which the fee for such white label use would be calculated.  In any event, fees paid with respect to White
Label Sites shall not be counted toward the annual minimum described in Section
8(a).


(c)  Booking Issues.


(i) If in the second
Agreement Year or in any subsequent Agreement Year, Orbitz reasonably
demonstrates to ITA that systemic problems have arisen with the quality of ITA’s
availability data, or QPX pricing logic (any such systemic problem, a “Booking
Issue”), with respect to a particular carrier with which ITA has not
implemented a “DACS” availability infrastructure, then Orbitz will have the
right to obtain data on such carrier(s) from another source, if such source is
able to offer materially better bookability than ITA), until 30 days after the
date that ITA has remedied the situation so that the bookability on such
carrier(s) has achieve an error rate of less than (***)%, where bookability is
defined as specified in the quarterly bookability reports delivered by ITA to
Orbitz in Q4 2006.  (For the avoidance of
doubt, ITA will not be obligated to integrate any data provided by a third
party into QPX; any such integration will be Orbitz’s sole responsibility;
moreover, if Orbitz is treating a carrier’s PNRs as Non-QPX-Powered PNRs as a
result of a Booking Issue, then Orbitz may not use QPX to generate any
itineraries on such carrier.)  For the
purposes hereof, a Booking Issue will not be deemed to exist unless ITA’s
bookability error rate on a carrier exceeds (***)%, and another source will not
be deemed to offer materially better bookability than ITA unless its
bookability error rate is less than (***)% of ITA’s bookability error
rate.  During the period Orbitz is using
data from another source as a result of Booking Issues, it will be excused from
the Annual Minimum during any Agreement Year if and to the extent a shortfall
in such Agreement Year’s Annual Minimum arises from Non-QPX Powered PNRs on
such carrier(s) that would otherwise have been QPX-Powered PNRs.  The shortfall from a carrier’s PNRs during
any period of time that Orbitz is receiving data on such carrier from a source
other than ITA shall be deemed to be equal to the number of Non-QPX-Powered
PNRs created on such carrier during the period that Orbitz is receiving
availability data for such carrier from a source other than ITA, and shall be
calculated separately with respect to each Agreement Year.  However, in no event shall the Annual Minimum
be less than $(***).



 9
 









The following is an illustration of the provisions of this Section 8(c)(i):
If in a particular Agreement Year Orbitz were able to demonstrate that systemic
problems arose with the quality of availability data on Air France through QPX,
such that QPX’s bookability error rate on Air France was (***)%, and another
source was able to provide Orbitz with sufficiently better availability data on
Air France that the bookability error rate was less than (***)%, Orbitz could
obtain availability data for Air France from such other source.  If such situation continued for three months
of an Agreement Year, during which three-month period Orbitz created 100,000
PNRs on Air France, and continued further for the first six months of the
following Agreement Year, during which six-month period Orbitz created 200,000
PNRs on Air France; and at the end of such nine-month period ITA had developed
a solution for Air France data that enabled Orbitz to experience a bookability
error rate of less than (***)% on Air France, then Orbitz would resume using
QPX for Air France within 30 days after such nine-month period.  If in the Agreement Year in which occurred
the first three-month period that the Booking Issue was in effect, Orbitz
created a total of (***) QPX-Powered PNRs, then Orbitz will have met the Annual
Minimum for such Agreement Year notwithstanding the existing of the Booking
Issue, and no adjustment would be necessary as a result of this Section
8(c).  If, however, in the next Agreement
Year, in which occurred the next six-month period that the Booking Issue was in
effect, Orbitz created (***) QPX-Powered PNRs, then the Annual Minimum for such
Agreement Year would be deemed to be reduced by 200,000 PNRs (i.e., to (***)), and Orbitz would be obligated to pay for (***)
QPX-Powered PNRs at a Per-PNR Fee of $(***).


(ii) In the event that, upon expiration of ITA’s
agreement with Galileo to provide availability data, ITA is not able to obtain
availability data on any carriers for which data is currently provided by
Galileo, Orbitz will have the right to treat ITA’s lack of data on such
carrier(s) as a Booking Issue beginning January 1, 2008, and such Booking Issue
will be deemed to have been resolved for purposes of the first Agreement Year when
ITA secures a source of data for such carrier(s).


(iii) Orbitz has or may
obtain access to seat availability data, either from airline charter
associates, through supplier link agreements, from Galileo, or from other
sources (all of which is collectively referred to as “Availability Data”). 
If Orbitz receives Availability Data from any source, solely to the extent
permitted by the relevant agreement between Orbitz and the supplier of such
Availability Data, Orbitz will promptly make such Orbitz Availability Data
available to ITA, via mutually agreed methods, using mutually agreeable
protocols.  In the case of Availability Data that Orbitz does not receive
but has the right to receive, solely to the extent permitted by the relevant
agreement between Orbitz and the supplier of such Availability Data, Orbitz
will, upon ITA’s request, obtain such Availability Data and provide it to ITA.


(d)  Look-to-Book Ratio.


(i) In the event the Look-to-Book Ratio on the Orbitz Sites,
considered in the aggregate, or on any White Label Site, exceeds the Allowable
Ratio (as defined below), Orbitz will pay ITA an excess query fee (“Excess
Query Fee”) for all Queries in excess of such Allowable Ratio.  The Excess Query Fee, which will not be
counted toward the Annual Minimum, will be $(***) per Query.  In the event that Orbitz is using another
search solution as a result of a Booking Issue (as defined in Section 8(c)),
Non-QPX Powered PNRs qualify as QPX-Powered PNRs solely for the purposes of
calculating the Look-to-Book Ratio for a Site.


(ii) In the event the Look-to-Book Ratio on all Third
Party Sites other than (***), considered in the aggregate, exceeds the
Allowable Ratio (as defined below), Orbitz will pay ITA an Excess Query Fee,
which will not be counted toward the Annual Minimum, of $(***) per Query;
provided, however, that (A) if any single Third Party Site has a Look-to-Book
Ratio in excess of (***):1, then any Queries in excess of a Look-to-Book Ratio
of (***):1 will be subject to



 10
 









the Excess Query Fee, and ITA and Orbitz will together agree as to the
terms (including financial terms) that will govern such Third Party’s use of
QPX (based upon the assumption that a site with a Look-to-Book Ratio in excess
of (***):1 does not meet the requirement of Section 2(d)(1)) and (B) any Third
Party Query with respect to which Orbitz pays such Excess Query will be
excluded from the calculation of the Third Party Excess License Fee.


(iii) As used herein, “Allowable Ratio” with respect
to the Orbitz Sites and each White Label Site will be, (***) Queries:1
QPX-Powered PNR; provided, however, that such Allowable Ratio assumes that the
current Look-to-Book Ratio on Orbitz.com and Cheaptickets.com, calculated as
the number of queries on Orbitz.com and Cheaptickets.com divided by the number
of PNRs created on Orbitz.com and Cheaptickets.com from January through June,
2007 (in each case excluding queries and PNRs on Third Party Sites) is equal to
(***):1, and that the number of Non-Live Queries included in such calculation
does not exceed (***)% of the total number of Live Queries (as such terms are
defined in Section 2(b)(vii)) included therein; and provided further, however,
that promptly following execution of this Agreement Orbitz will make available
to ITA the data based upon which such current Look-to-Book Ratio and percentage
of Non-Live Queries were calculated, and will provide such other information
(to the extent available to Orbitz) as ITA may reasonably request in order to
verify such calculations, and in the event ITA reasonably determines that an
error was made in the calculation of the current Look-to-Book Ratio or that the
number of Non-Live Queries exceeds (***)% of the total number of Live Queries,
then the parties will negotiate as to what would be an appropriate Allowable
Ratio (with the assumption that the Allowable Ratio is intended to be (***)% of
Orbitz’s and Cheap Tickets’ current Look-to-Book Ratio, provided that such
current ratio is not more than (***):1). If, during any Agreement Month
following the date hereof, the Look-to-Book Ratio exceeds the Allowable Ratio
and the number of Non-Live Queries exceeds (***)% of the Queries on the Orbitz
Sites, then the number of Non-Live Queries will not be included in the
calculation of the Allowable Ratio for purposes of determining whether the
Excess Query Fee applies.


(iii) As used herein, “Allowable Ratio” with respect
to Third Party Sites (other than (***)) will be (***):1.


(e) Third Party Queries. For the purposes hereof, “Third Party
Queries” means any Queries performed against QPX by or through Third Party
Sites (including, for the avoidance of doubt, any other site to which such
Third Party Sites may be providing Queries or providing information derived from
Queries); provided, however, that Queries to Orbitz from (***) and sites to
which QPX is provided by (***) will not be considered Third Party Queries).


(i) Orbitz has informed ITA that the current number of
Third Party Queries is approximately (***) per year (based upon an
annualization of the period January, 2007 through June, 2007), or (***) per Agreement
Month.  Following the date hereof, the
parties will review the data upon which such information is based and make a
final determination of the current number of Third Party Queries; if the
parties determine that the actual number of Third Party Queries (as so
determined on an annualized basis) is within (***)% of (***), then the number
of “Included Third Party Queries” shall be (***) ((***) per Agreement Month)
for the calendar year 2007.  If the
parties determine that the actual number of current Third Party Queries (as so
determined on an annualized basis) is not within (***)% of (***), then the
number of “Included Third Party Queries” for the calendar year 2007 shall be
equal to the number so determined by the parties to be the actual number of
current Third Party Queries on an annualized basis, and the number of Included
Third Party Queries per Agreement Month shall be one-twefth of such number.  The number of Included Third Party Queries
will increase by (***)% from that previously in effect, for each Agreement Year
beginning 2009.



 11
 









(ii)  Orbitz
will pay an additional license fee to ITA (the “Third Party Base Monthly
License Fee”) in the amount of $(***) per Agreement Month during the Agreement
Year 2008 with respect to the Included Third Party Queries, which Third Party
Base Monthly License Fee will increase by (***)% during each subsequent
Agreement Year during the term.  The
Third Party Base License Fee will be payable monthly in advance, commencing
with the Agreement Month beginning January 1, 2008 (which payment shall be made
promptly following the date hereof). 
Such Third Party Base Monthly License Fee will entitle Orbitz to a
number of Third Party Queries less than or equal to the number of Included
Third Party Queries.  In the event the
number of Third Party Queries during any Agreement Month exceeds the number of
Included Third Party Queries (such excess is referred to as the number of “Excess
Third Party Queries”), then Orbitz will pay ITA an additional license fee (the “Third
Party Excess License Fee”) in the amount of $(***) for each Excess Third Party
Query.  Notwithstanding that the Third
Party Base Monthly License Fee does not become payable until January 1, 2008,
the Third Party Excess License Fee, if applicable, will be payable beginning
July 1, 2007.  The Third Party Base
Monthly License Fee and the Third Party Excess License Fee are collectively
referred to as the “Third Party License Fee”. 
For the avoidance of doubt, the Third Party License Fee will be in
addition to any Per-PNR Fees resulting from PNRs created by Third Parties.  Within 15 days of the end of each Agreement Month,
Orbitz will inform ITA of the number of Third Party Queries during such Agreement
Month, and will pay the Third Party License Fee within 30 days of ITA’s invoice
therefor.


(f) Maintenance and Support. 
The fees for the provision of software maintenance and support and data
services shall be $(***) per month plus, beginning January 1, 2009, the CPI
Increase.


(g) Services. Orbitz shall pay ITA the fees set forth in the
applicable SOW for any services provided pursuant to Section 4(a).


(h) Reimbursable Costs and Expenses. Unless otherwise specified
in the applicable SOW, in addition to the hourly rates described in the
applicable SOW, Orbitz shall pay ITA’s actual out-of-pocket expenses of the
types agreed to in writing by the parties, provided that (1) ITA obtains Orbitz’s
prior written approval before incurring such reimbursable expenses; or (2) such
expenses are incurred in accordance with Orbitz’s then-current standard policy
regarding such reimbursable expenses (advance notice of any modifications to
which Orbitz agrees to provide to ITA). ITA agrees to provide Orbitz with
access to such original receipts, ledgers, and other records as may be
reasonably appropriate for Orbitz or its accountants to verify the amount and
nature of any such expenses.


(i) Payment; Invoicing. The Annual Minimum shall be paid in
accordance with the following:


	
  Agreement Year

  	
   

  	
  Annual Minimum

  	
   

  	
  Date Payable

  	
   

  
	
  Jan. 1, 2008 –
  Dec. 31, 2008

  	
   

  	
  $

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
  Jan. 1, 2009 –
  Dec. 31, 2009

  	
   

  	
  $

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
  Jan. 1, 2010 –
  Dec. 31, 2010

  	
   

  	
  $

  	
  (***)

  	
   

  	
  (***)

  	
   

  
	
  Jan. 1, 2011 – Dec. 31,
  2011

  	
   

  	
  $

  	
  (***)

  	
   

  	
  (***)

  	
   

  



 


Orbitz shall certify to
ITA, on a quarterly basis on or before the 15th day of the month following the end of a
calendar quarter, the number of QPX-Powered PNRs subject to the Per-PNR Fee for
the previous Agreement Month.  Within 30
days after the end of each Agreement Year, Orbitz shall pay ITA the Per-PNR Fee
applicable to PNRs in excess of the number of PNRs comprised in the Annual
Minimum for such Agreement Year.



 12
 









ITA shall invoice Orbitz
on a monthly basis for all other fees and charges accruing hereunder or
pursuant to an SOW, and Orbitz shall pay all such invoiced amounts within
thirty (30) days after receipt of a proper and correct invoice. In the event of
a good faith dispute as to any portion of an invoice, Orbitz shall give written
notice to ITA, within fourteen (14) days after receiving such invoice, stating
the details of any such dispute and shall promptly pay any undisputed amount in
accordance with this Agreement. Within thirty (30) days after the termination
or expiration of this Agreement for any reason, ITA shall submit to Orbitz an
itemized invoice for any fees or expenses theretofore accrued under this
Agreement. Orbitz, upon payment of accrued amounts so invoiced, shall have no
future liability or obligation to ITA whatsoever for any further fees,
expenses, or other payments. In the event that, as contemplated by Section
8(c), the existence of Non-QPX-Powered PNRs causes Orbitz to fail to meet the
Annual Minimum for an Agreement Year, then immediately upon determination of
the reduced Annual Minimum for such Agreement Year ITA will pay Orbitz (or
credit to amounts then due) any portion of the Annual Minimum which is reduced
pursuant to such section.


(k) Taxes.


(i)  Any charges
paid hereunder in exchange for the products or services provided by ITA are
exclusive of any federal, state, or local sales, use, excise, value-added, or
other similar taxes, fees, duties, or governmental charges (“Transaction Taxes”)
imposed upon or made payable and arising out of sales under this
Agreement.  Orbitz shall pay such
Transaction Taxes, whether imposed upon Orbitz or ITA, except to the extent
Orbitz provides to ITA a valid tax-exemption certificate; provided, however,
that Orbitz shall not be obligated to pay or reimburse ITA any interest or
penalties levied as a result of any failure by ITA to pay such Transaction
Taxes in a timely manner or any failure by ITA to notify Orbitz in a timely
manner.  In the event any such taxes are
imposed upon and paid by ITA, Orbitz shall reimburse ITA within 45 days of receipt
of an invoice from ITA.  In addition, in
the event Orbitz has a “direct pay” arrangement with any jurisdiction which
imposes a Transaction Tax, Orbitz will provide ITA with evidence of such
arrangement and ITA will not collect any Transaction Tax with respect thereto.


(ii)  ITA agrees
to structure the transactions effectuated pursuant to this Agreement in such a
manner as to avail Orbitz of any and all exemptions to the imposition of any
such Transaction Taxes; provided that ITA shall be entitled to rely on the
advice of its outside certified public accounting firm in making any decisions
about the structure of any such transactions (which firm may, upon Orbitz’s
request, consult with Orbitz or its tax advisors).  ITA further agrees to provide Orbitz valid
documentation sufficient for Orbitz to recover any such Transaction Taxes,
whether paid to ITA or to a governmental authority, where such reclamation is
permitted under applicable law.


(iii)  ITA shall
make commercially reasonable efforts to provide Orbitz with ninety (90) days’
notice prior to the imposition of any non-U.S.-based Transaction Tax imposed
upon or made payable and arising out of sales under this Agreement.


(iv) 
Notwithstanding clause (i) of this Section 4(k), in no event shall
Orbitz be responsible for taxes, duties, surcharges, or other similar
government charges based upon or measured by or against any measure of ITA’s “income,”
whether gross or net.  Nor shall Orbitz
be responsible for taxes, duties, surcharges, or other similar government
charges based on the property, payroll, or assets, however denominated, of ITA,
including without limitation, any franchise taxes or fees or payroll,
employment, or social security taxes or fees. 
Pursuant to this clause (iv), Orbitz shall not withhold any such taxes,
duties, surcharges, or other similar government charges for any amounts paid to
ITA under this Agreement.


(v)                                 Upon
receipt from any governmental authority of any levy, notice, assessment, or
withholding of any Transaction Tax for which Orbitz may be obligated pursuant
to subsection (a)



 13
 









(“Tax Levy”), ITA will promptly notify Orbitz in writing.  If under applicable law, Orbitz is allowed
directly to contest the imposition of such Tax Levy in its own name, then
Orbitz will be entitled, at its own expense and in its own name, to contest the
imposition, validity, applicability, or amount of such Tax Levy and, to the
extent permitted by law, withhold payment during pendency of such contest,
provided that such withholding of payment does not permit the governmental
authority to seek to collect such amounts from ITA.  If Orbitz is not permitted by law to contest
such Tax Levy in its own name, upon Orbitz’s request, ITA will, in good faith
and using diligent efforts and at Orbitz’s direction and expense, contest the
imposition, validity, applicability or amount of such Tax Levy.  In addition, ITA will, in good faith and
using diligent efforts:  (A) supply
Orbitz with such information and documents reasonably requested by Orbitz as
are necessary or advisable for Orbitz to (1) recover or seek a refund of any
such Tax Levy paid or reimbursed by Orbitz as a result of this Agreement, or
(2) control or participate in any proceeding to the extent permitted herein;
and (B) reasonably assist Orbitz with the evidentiary and procedural
development of any such proceeding or contest. 
If all or any portion of any Tax Levy is refunded or otherwise credited
to ITA, ITA agrees to repay Orbitz such portion as Orbitz paid, including any
interest received thereon.


(j)  Audit Rights.  ITA will have the right, no more than once
per Agreement Year and on at least thirty (30) days’ prior written notice to
Orbitz, to retain a public accounting firm, reasonably acceptable to Orbitz, to
audit Orbitz’s calculation of the number of QPX-Powered PNRs subject to the
Per-PNR Fee, as well as the number of Queries comprised in the calculation of
the Look-to-Book Ratio.  Upon Orbitz’s
receipt of written notice of ITA’s exercise of such right, not less than
fifteen (15) business days prior to the proposed commencement of such audit,
Orbitz will make available to such firm the records upon which such
calculations were based.  The expense of
any such audit will be borne by ITA, except that Orbitz will bear the
reasonable expense of such audit in the event that such audit reveals that the
number of PNRs or the Look-to-Book Ratio were underreported by more than
10%.  ITA shall cause the auditing public
accounting firm to enter into a confidentiality agreement with Orbitz
concerning the subject matter of the audit prior to the commencement of any
audit.  The parties agree that reports
identifying the number of Queries will be sufficient for the purpose of
satisfying ITA’s audit rights under this Section.


9. MOST
FAVORED CUSTOMER


ITA agrees to
treat Orbitz as its most favored customer, and ITA represents that all of the
prices, warranties, benefits and other terms being provided hereunder,
considered as a whole, are equivalent to or better than the terms being offered
by ITA to its current customers for QPX. 
In its sole right and discretion, ITA may establish the pricing for QPX
for any other customer.  However, in the
event ITA provides QPX to another comparable customer at an effective price
which is lower than that provided hereunder or on more favorable terms
(provided that such price and terms shall be considered as a whole), ITA shall
prospectively (but not retroactively) reduce the price to be charged to Orbitz
and/or revise the terms such that, considered as a whole, they are at least as
favorable as that granted to such third party. 
For the purposes hereof, a “comparable customer” shall mean a
non-airline customer that is based in the United States or Canada; provided,
that in the event Orbitz is Using QPX for an Orbitz Site that is based in
another geographic region, then such Orbitz Site shall be entitled to the
benefits of this Section 9 with respect to terms offered by ITA to a customer
in such geographic region.  For example,
if Orbitz operated an Orbitz Site in the Asian market, and ITA provided QPX to
another non-airline customer in the Asian market, then such Orbitz Site (but no
other Orbitz Sites) will be entitled to receive pricing and terms at least as
favorable as those provided by ITA to such other Asian market customer.  In determining whether the terms charged to a
third party are “more favorable,” ITA will take into account the number of
transactions for which a customer is using QPX, the duration of the license,
the amount of integration



 14
 









work required, the
minimum fees payable, the expected volume of transactions, and whether or not
there is a per-transaction component to the pricing.


10. TERM
AND TERMINATION


(a) Term of Agreement. Subject to Section 20 hereof, the term of
this Agreement and the license granted to Orbitz hereunder shall commence on
the Commencement Date and shall terminate on December 31, 2011.


(b) Term of SOWs. Unless specified otherwise in an SOW or
earlier terminated in accordance with this Agreement, each SOW shall remain in
full force and effect until expiration of this Agreement or until performance
is completed and deliverables are accepted, whichever is later.


(c) Termination for Cause by Orbitz. This Agreement and the
license granted hereunder (or an SOW) may be terminated by Orbitz for cause
immediately by written notice upon the occurrence of any of the following
events: (i) ITA materially breaches Section 4(c), 11(b)(i), 11(b)(iii), 12(a),
so as to cause material damage to Orbitz, and such breach is not cured within
thirty (30) days after receipt of written notice thereof from Orbitz; (ii) ITA
materially breaches Section 7 or 15 and such breach is not cured within thirty
(30) days after receipt of written notice thereof from Orbitz; (iii) ITA
materially breaches Section 2.1(c) of Exhibit A (which requires ITA to keep QPX
current so as to correctly process changes in industry-standard practices
and/or data formats) and as a result QPX returns answers that are not
responsive in a material percentage of cases so as to cause material revenue
loss or cost to Orbitz, and such breach is not cured within thirty (30) days
after receipt of written notice thereof from Orbitz; (iii) on more than three
occasions within any thirty-day period, ITA fails to respond to and use its
reasonable commercial efforts to resolve emergency problems as required by Section
2.3 of Exhibit A in accordance with the standards set forth therein, and such
breach is not cured within seven (7) days of written notice thereof from
Orbitz; or (v) an Insolvency Event occurs with respect to ITA. In the event of
termination by Orbitz pursuant to this Section 10(c), ITA shall refund to
Orbitz a pro rata portion of the fees paid by Orbitz in advance which have not
been earned as of the effective date of termination.


(d) Termination for Cause by ITA. This Agreement and the license
granted hereunder (or an SOW) may be terminated by ITA for cause immediately by
written notice in the event Orbitz breaches one of the following provisions, so
as to cause material damage to ITA, and such breach is not cured within thirty
(30) days after receipt of written notice thereof from ITA: (i) the license and
use restrictions set forth in Section 2; (ii) the restrictions regarding use of
electronic resources set forth in Section 4(c); (iii) Orbitz’s warranty set
forth in Section 11(a); or (iv) the indemnification obligations set forth in
Section 12(b). In addition, this Agreement and the license granted hereunder
(or an SOW) may be terminated by ITA for cause immediately by written notice in
the event an Insolvency Event occurs with respect to Orbitz, or if Orbitz
breaches one of the following provisions and such breach is not cured within
thirty (30) days after receipt of written notice thereof from ITA: (i) Orbitz’s
payment obligations set forth in Section 8; or (ii) the provisions relating to
source code restrictions and confidentiality set forth in Section 14(c) and (d)
or the confidentiality obligations set forth in Section 15.


(e)  Termination of SOWs. Either
party may terminate an SOW in the event the other party materially breaches any
provision thereof and fails to cure such breach within thirty (30) days after
receipt of written notice thereof from the non-breaching party.


(f) Duties on Termination. Upon expiration of this Agreement at
the end of the term or termination by Orbitz in accordance with Section 10(c),
ITA shall provide to Orbitz, upon Orbitz’s request, at ITA’s then-standard
rates and upon Orbitz’s continued payment of a pro-rated license fee pursuant
to Sections 8(i) and 8(e)(ii), reasonable termination assistance, including the
right to continue to



 15
 









use QPX as set forth
herein, in connection with the transition from QPX to another system. ITA shall
provide the foregoing rights and services for up to three (3) months in the
event of expiration of this Agreement and up to six (6) months in the event of
termination by Orbitz in accordance with Section 10(c). Such termination
assistance shall include, without limitation, cooperating with third parties
for the orderly transition to a new system in order to minimize any disruption
in the services provided on Site(s) by Orbitz to End Users. After the
applicable period of termination assistance, Orbitz shall immediately cease use
of QPX and will destroy or return any copies thereof to ITA, and all rights
granted hereunder shall immediately cease and terminate.


(g) Survival. The parties’ rights and obligations under the
following sections shall survive the termination or expiration of this
Agreement: 6, 7, 10(b), 10(f), 10(g), 12, 13, 15, 16, 17, 18 and 19.


11.
REPRESENTATIONS AND WARRANTIES


(a) By Orbitz. Orbitz represents and warrants to ITA that it has
the full right, power and authority to enter into this Agreement and to perform
its obligations hereunder and that Orbitz’s compliance with the terms and
conditions of this Agreement shall not violate any federal, state or local
laws, regulations or ordinances or conflict with any third party agreements.


(b) By ITA. ITA represents, warrants and covenants to Orbitz as
follows:


(i)                                   Authority: That: (1) ITA has the full right, power and
authority to enter into this Agreement, to carry out its obligations under this
Agreement and to grant the rights and licenses granted to Orbitz in this
Agreement; and (2) ITA’s compliance with the terms and conditions of this
Agreement shall not violate any federal, state or local laws, regulations or
ordinances or conflict with any third party agreements.  In the event that ITA is in breach of the
warranty set forth in Section 11(b)(2), ITA will (1) procure for Orbitz a
manner of using QPX that does not result in a breach of such warranty but
remains substantially equivalent in functionality and performance; or (2)
replace or modify QPX so that it does not result in a breach of such warranty
but remains substantially equivalent in functionality and performance.


(ii)                                Quality: That ITA shall perform all services in a good,
workmanlike and professional manner using people fully familiar with QPX and
the underlying technology.


(iii)                             Infringement: That QPX does not and shall not infringe any
third party’s patent, trademark, trade name, service mark, copyright, trade
secret or any other intellectual property right of a third party. In the event
that any such infringement claim or suit is brought or threatened, ITA shall,
at its expense, (1) procure for Orbitz the right to continue using QPX; (2)
replace or modify QPX so that it becomes non-infringing but remains
substantially equivalent in functionality and performance; or (3) in the event
(1) and (2) are not commercially practicable, terminate this Agreement and the
license granted hereunder and, within thirty (30) days of the date of such
termination, refund to Orbitz all unearned fees then paid by Orbitz and any
fees for maintenance services not yet performed.


(iv)                            Century Compliance: That the century change is, and shall
be, supported in QPX’s logic and data, and that QPX shall support the use,
entry or creation of dates prior to, on, after or spanning January 1, 2000, so
that when such a date is either processed (including by way of calculation,
comparison, sequencing, display, storage or otherwise), entered into, or is
intended to be generated as a result of the operation of QPX, QPX shall not (1)
fail or produce incorrect date results, or (2) cause any other programs,
hardware or system to fail or to generate errors.


(v)                               Unauthorized Code: That QPX shall be free, at the time of
receipt by Orbitz, of (1) any automatic restraints, computer viruses, software
locks, time bombs or other such code that hinders Orbitz’s freedom fully to
exercise its license rights under this Agreement; (2) harmful programs or data



 16
 









incorporated into QPX
which destroy, erase, damage or otherwise disrupt the normal (i.e., in
accordance with the provisions of this Agreement) operation of QPX or other
programs, hardware or systems utilized by Orbitz or allow for unauthorized
access to QPX or other programs, hardware or systems utilized by Orbitz; or (3)
any mechanism, such as password checking, CPU serial number checking or time
dependency, that hinders Orbitz’s freedom to fully exercise its license rights
under this Agreement. The foregoing provisions of this paragraph (v) shall not
be deemed violated by license files that disable functions in QPX which are not
included in the license grant to Orbitz hereunder.


(vi)                            Pass-Through: ITA hereby assigns, and shall assign, to
Orbitz all warranties, representations and indemnities granted to ITA by third
parties in QPX or any components thereof, and all remedies for breach of such
warranties, representations and indemnities.


(vii)                         Insurance: ITA warrants that it has in place and shall
maintain in place throughout the term the insurance coverages listed in Exhibit
D.


(c) Disclaimer.  EXCEPT FOR THE WARRANTIES SET FORTH IN THIS
SECTION 11, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED,
INCLUDING THE W ARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.


12.
INDEMNIFICATION


(a) By ITA. ITA shall, at its own expense, defend, indemnify and
hold harmless Orbitz and its Affiliates and each of their respective directors,
officers, employees, successors and permitted assigns from and against any and
all liabilities, damages, awards, losses, costs and expenses (including court
costs and reasonable attorneys’ fees) arising out of any claim, demand, suit or
cause of action (hereinafter a “Claim”) brought by a third party relating to or
resulting from (i) any act or omission of ITA or its employees, agents or
contractors, (ii) any breach of the representation or warranty made in Section
11(b)(i) by ITA; or (iii) the actual or alleged infringement by QPX of a third
party’s patent, copyright, trademark, trade secret or other proprietary rights.


(b) By Orbitz. Orbitz shall, at its own expense, defend,
indemnify and hold harmless ITA and its Affiliates and each of their respective
directors, officers, employees, successors and permitted assigns from and
against any and all liabilities, damages, awards, losses, costs and expenses
(including court costs and reasonable attorneys’ fees) arising out of any Claim
brought by a third party relating to or resulting from (i) any act or omission
of Orbitz or its employees, agents or contractors, or (ii) any breach of the
representation or warranty made in Section 11(a) by Orbitz.


(c) Indemnification Procedures. If any party entitled to
indemnification under this section (an “Indemnified Party”) makes an
indemnification request to the other, the Indemnified Party shall permit the
other party (the “Indemnifying Party”) to control the defense, disposition or
settlement of the matter at its own expense; provided that the Indemnifying
Party shall not, without the consent of the Indemnified Party, enter into any
settlement or agree to any disposition that imposes any conditions or
obligations on the Indemnified Party other than the payment of monies that are
readily measurable for purposes of determining the reimbursement obligations of
the Indemnifying Party. The Indemnified Party shall notify the Indemnifying
Party promptly of any claim for which the Indemnifying Party is responsible and
shall reasonably cooperate with the Indemnifying Party to facilitate the
defense of any such claim. An Indemnified Party shall at all times have the
option to participate in any Claim through counsel of its own selection and at
its own expense.



 17
 









13.
LIMITATION OF LIABILITY


IN
NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA OR
PROFITS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL
EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR DAMAGES IN CONNECTION WITH THIS
AGREEMENT (INCLUDING EXHIBIT A) IN THE AGGREGATE EXCEED (***)
WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHER WISE. THE LIMITATIONS
CONTAINED IN THIS SECTION SHALL NOT APPL Y TO THE PARTIES’ INDEMNIFICATION
OBUGATIONS SET FORTH IN SECTION 12, A BREACH BY EITHER PARTY OF SECTION 15
(CONFIDENTIALITY), A BREACH BY ITA OF SECTION 7 (DATA), A BREACH BY ORBITZ OF
SECTION 8 (FEES AND EXPENSES) OR SECTION 14(d) (CONFIDENTIALITYOF SOURCE CODE)
OR THE WILLFUL OR RECKLESS ACTS OF EITHER PARTY.


14.
SOURCE CODE ESCROW


(a) Escrow. Within thirty (30) days after the execution of this
Agreement, ITA shall place a current, complete, and accurate copy of all source
code for QPX in escrow with a nationally recognized escrow agent for the
benefit of Orbitz. The materials placed in escrow shall include a computer
readable copy of the source code for each of the programs comprising QPX, as
well as complete program maintenance documentation, including all technical
manuals and release notes. Thereafter, ITA shall deliver to the escrow agent at
the time of each new version (as defined in Section 2.1 (a)(iii) of the Exhibit
A) of QPX all source code for each update, bug fix, upgrade, release or version
of QPX, and at least once each calendar year, ITA shall deliver to the escrow
agent a fully updated copy of all source code for QPX. Such additional source
code deposits together with the original source code deposit and any other
materials placed in escrow pursuant to this Agreement shall be referred to
herein as the “Deposited Materials.” Orbitz shall bear the costs charged by the
escrow agent for such source code escrow.


(b) Release. The escrow agreement shall provide for release of
the Deposited Materials to Orbitz upon the occurrence of any of the following:
(i) ITA at any time ceases to conduct business in the ordinary course; (ii) ITA
files a voluntary petition in bankruptcy or any voluntary proceeding relating
to insolvency, receivership, liquidation or composition for the benefit of
creditors; (iii) ITA becomes the subject of an involuntary petition in bankruptcy
or any involuntary proceeding relating to insolvency, receivership, liquidation
or composition for the benefit of creditors, if such petition or proceeding is
not dismissed within sixty (60) days of filing; or (iv) ITA notifies Orbitz of
its intent to cease to offer maintenance and support services for QPX or
actually ceases to offer maintenance and support services for QPX.


(c) Restrictions. In the event the Deposited Materials are
released to Orbitz, Orbitz shall have the right to use the Deposited Materials
only for the following purposes: (i) to correct bugs, errors, defects or
malfunctions in QPX; (ii) to modify the Software to comply with regulatory
requirements or industry standards; (iii) to add new features, functionalities,
or performances to QPX; and (iv) to perform the maintenance and support
services that ITA was to perform under this Agreement and Exhibit A, including
without limitation the development of Upgrade Releases; provided, however, that
release of Deposited Materials to Orbitz shall excuse ITA from any further
performance of its maintenance and support obligations under Exhibit A.  Unless otherwise provided in this Agreement,
the scope of and restrictions on the rights granted hereunder, and the
intellectual property rights of the parties, shall continue to be as



 18
 









set forth in Section 2
and 6, provided that Orbitz shall own all source code and object code developed
by or for Orbitz after the release of the Deposited Materials to Orbitz. The
foregoing restrictions are in addition to any restrictions imposed on
Confidential Information pursuant to Section 15.


(d) Confidentiality. The escrow agreement (or a separate
agreement entered into between ITA and Orbitz) shall also include reasonable
provisions for maintenance by Orbitz of the confidentiality of the Deposited
Materials in the event the Deposited Materials are released to Orbitz,
including but not limited to requirements that (i) access to the source code
and documentation related to such source code (“Access”) be limited only to
those employees or third party contractors or outsourcers of Orbitz engaged in
operating, maintaining, supporting and updating the Software; (ii) Orbitz shall
maintain a list of all such individuals to whom Orbitz has granted Access and
shall provide a copy of such list to ITA upon ITA’s request; (iii) all such
individuals shall, as a condition of and prior to being granted such Access,
execute a non- disclosure agreement containing provisions at least as
restrictive as those set forth in Section 14, and Orbitz shall maintain such
agreements available for inspection and copying by ITA upon reasonable request;
and (iv) the Deposited Materials shall be stored in a secure manner.


15.
CONFIDENTIAL INFORMATION


(a) Confidential Information. Each party has disclosed (prior to
the commencement of this Agreement) and may disclose Confidential Information
to the other party which it intends the other party to maintain in confidence,
and each party agrees to comply with the provisions of this Section 14 with
respect to all such Confidential Information. As used herein, each party which
discloses such information is referred to as a “Disclosing Party” and each
party which receives such information is referred to as a “Receiving Party.” “Confidential
Information” means Disclosing Party’s confidential and proprietary inventions,
products, designs and ideas, including computer software, functionality,
concepts, processes, internal structure, external elements, user interfaces,
technology and documentation, as well as confidential and proprietary
information relating to Disclosing Party’s operations, plans, opportunities,
finances, research, technology, developments, know-how, personnel, and any
third party confidential information disclosed to Receiving Party. Without limiting
the foregoing definition, QPX, the Documentation (except Documentation
reasonably expected to be provided to End Users regarding the use of QPX) and
all Packets are “Confidential Information” of ITA. Without limiting the
foregoing definition, Orbitz Data (as defined in Section 7) and the QPX-Powered
PNR certifications described in Section 8(h) are “Confidential Information” of
Orbitz.  The terms and conditions of this
Agreement are also “Confidential Information.” However, “Confidential
Information” shall not include information (a) already lawfully known to
Receiving Party if the Receiving Party does not then have a duty to maintain
its confidentiality, (b) developed independently by the Receiving Party, (c)
generally known to the public through no fault of the Receiving Party; (d)
lawfully obtained from a third party not obligated to preserve its
confidentiality; (e) required to be disclosed by law, regulation or order of a
court of competent jurisdiction or other governmental authority (except that prior
to any such disclosure the Receiving Party shall give the Disclosing Party
notice thereof and afford the Disclosing Party the opportunity to oppose any
such disclosure).


(b) Non-Disclosure. Receiving Party acknowledges that
Confidential Information is confidential, proprietary and/or trade secret
information of the Disclosing Party. Receiving Party shall not use the
Confidential Information for any purpose other than in accordance with this
Agreement, and shall not disclose Confidential Information to anyone other than
its employees and contractors who legitimately need access to it and who have
signed confidentiality agreements comparable in scope to this Section 15.
Receiving Party shall notify each of its employees and contractors who are
given access to Confidential Information that they have an obligation not to
disclose Confidential Information and shall take such steps



 19
 









as are reasonably
necessary to ensure compliance with this obligation. Receiving Party shall
safeguard Confidential Information with reasonable security means at least
equivalent to measures that it uses to safeguard its own proprietary
information. Receiving Party shall store Confidential Information in a safe and
secure location. Receiving Party may not remove copyright, trademark, trade
secret, confidentiality, and patent notices from Confidential Information.


(c) No Warranties. Except as set forth in Section 10, all
Confidential Information is provided ‘‘as is,” without any express or implied
warranty of any kind.


(d) Breach of Confidentiality Obligations. Receiving Party
hereby acknowledges that unauthorized disclosure or use of Confidential
Information shall cause immediate and irreparable harm to Disclosing Party for
which it would not have an adequate remedy at law. Accordingly, Disclosing
Party shall have the right to seek and obtain preliminary and final injunctive
relief to enforce this Agreement in case of any actual or threatened breach, in
addition to other rights and remedies that may be available to Disclosing
Party.


16.
RELATIONSHIP OF THE PARTIES


The parties shall be
treated for all purposes as independent contractors, and no provision of this
Agreement shall be construed to constitute or create a partnership, joint
venture, agency or formal business organization of any kind.


17.
PUBLICITY


(a) At no time
shall either party release a press release that mentions the other party unless
the other party has consented in writing in advance to such press release;
provided, however, that each party may approve in writing in advance a
representative sample of a reference to such party, which may then be used by
the other party in press releases without further approval from such party.


(b) For so long as
QPX is used on a Site, Orbitz will display on the “Partners” area of the “About
Us” section of www.orbitz.com a mutually agreed description of Orbitz’ use of
QPX hereunder, which description will be substantially similar to that
displayed as of the date of this Agreement.


18.
DISPUTE RESOLUTION


The parties shall first
attempt in good faith to resolve any dispute arising out of or relating to this
Agreement by negotiation, then arbitration, in accordance with the dispute
resolution procedures as set forth in Exhibit E.


19.
MISCELLANEOUS


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


(b) Entire Agreement. This Agreement represents the entire
agreement of the parties with respect to the subject matter hereof and cancels
and supersedes, as of the Commencement Date, any previous understanding,
commitments, or agreement, oral or written, between Orbitz and ITA, other than
confidential disclosure agreements.


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



 20
 









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


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


(f) Assignment. This Agreement may not be assigned by either
party without the other party’s prior written consent; provided that either
party shall be permitted to assign its rights and obligations hereunder,
without the other party’s consent, to a third party in the event of a change in
control or any sale, assignment, transfer or other conveyance to such third
party of all or substantially all of the business or assets of the assigning
party or corporate restructuring involving all or substantially all of the
assigning party’s voting securities or other ownership interests, or (in the
case of the Orbitz) any sale, assignment, transfer or other conveyance of the
Orbitz Site(s) to a third party. Subject to the foregoing, this Agreement shall
be binding on the parties and their respective successors and permitted
assigns, and such permitted assigns shall expressly agree to be bound by all
the terms and conditions herein. No partial assignment of the rights or
obligations granted hereunder shall be permitted.


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


20.
EXTENSION OF EXISTING AGREEMENT


The parties agree
that the Existing Agreement will be extended to December 31, 2007.  During the three-month term of such
extension, (i) the use of QPX by all the Orbitz Sites other than orbitz.com
(including the Orbitz for Business brand) will continue to be governed by the
Software License Agreement between Galileo International, L.L.C. and ITA dated October 3, 2002, as amended, except that the
provisions of Sections 2(d), relating to Third Party Sites, will be effective
as of July 1, 2007; and (ii) the use of QPX by orbitz.com (including the Orbitz
for Business brand) will be subject to all the terms and conditions of the
Existing Agreement, except that in lieu of the payment provisions relating to
the payment of the Base License Fee as set forth in Section 8(b) of the
Existing Agreement, Orbitz will certify to ITA, within 15 days after the end of
each calendar month the number of PNRs created, and will pay the license fee
applicable to such PNRs (viz. $(***) per
PNR for Domestic PNRs and $(***) per PNR for International PNRs) within 30 days
of receipt of ITA’s invoice therefor.



 21
 









IN WITNESS WHEREOF, the
parties have hereunto set their hands and seals as of the date first above
written.


	
   

  	
  ORBITZ WORLDWIDE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Steve Barnhart

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Steve Barnhart

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  President and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ITA SOFTWARE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Jeremy Wertheimer

  
	
   

  	
   

  	
   

  	
  Jeremy Wertheimer, President

  
						



 



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