Amended and Restated Shared Services Agreement



 Exhibit 10.52 
  
 AMENDED AND RESTATED 
 SHARED SERVICES AGREEMENT 
  
 This Amended
and Restated Shared Services Agreement, (the “Agreement”), effective as of April 1, 2002 (the “Effective Date”) is entered into by and between WorldTravel Partners I, L.L.C. (“WT”) and TRX, Inc. (“TRX”).

  
 WHEREAS, TRX desires to engage WT to provide certain
services and WT desires to accept such engagement; and 
  
 WHEREAS, this Agreement amends and restates that certain Shared Services Agreement entered into by and between WT and WorldTravel Technologies, LLC, a wholly owned subsidiary of TRX, dated November 1,1999 (the “Original
Agreement”). 
  
 NOW, THEREFORE, in consideration of
the premises and of the promises and agreements hereinafter set forth, the parties hereto, intending to be legally bound, do hereby agree as follows: 
  
 1. The Services. 
  
 1.1 Services. WT agrees to provide various services as set forth on Exhibit A (the “Services”) to TRX under the terms and
conditions provided herein. The individuals who provide the Services will be referred to as “WT Personnel.” 
  
 1.2 Additional Services. TRX may desire that WT perform additional services that are different from or in addition to, the Services, including, but
not limited to, industry relations, marketing and business development (“Additional Services”). WT will provide such Additional Services as TRX may reasonably request, upon such terms and conditions (including compensation terms) as are
mutually agreed to in writing between the parties, which written agreement shall be attached to this Agreement and incorporated herein by reference. Exhibit A shall be amended to reflect any such Additional Services. In no event shall WT be
obligated to perform any Additional Services, including any Additional Services that would cause it to be in conflict with any law, rule or regulation, or any internal WT policy. TRX shall not resell the Services or Additional Services provided
hereunder to any third party without the prior written consent of WT. 
  
 1.3 Changes. The occurrence of (i) any event or transaction which significantly increases or decreases the size or nature of the operations of TRX that affects the scope, manner, nature or quantity of the Services or Additional
Services or (ii) any change in any laws, rules or regulations that affects the scope, manner, nature or quantity of the Services or Additional Services shall be considered a change in the scope of services, and WT and TRX agree to negotiate in good
faith the fees payable to WT. TRX shall be responsible for its proportionate amount (as determined in good faith by the parties) of any fees, costs or expenses WT incurs from any third party as a direct result of any change set forth in (i) or (ii)
above. WT shall have no obligation to commence work in connection with any change of the type described in either clause (i) or (ii) above until the fee impact of such change is agreed upon by the parties in writing. Each such change shall be
documented in a CHANGE ORDER REQUEST ADDENDUM in the form attached hereto as Exhibit C. If the parties are unable to agree upon a 










 
mutually acceptable adjustment, the matter shall be handled in accordance with the Section 9 (Dispute Resolution). 
  
 1.4 Prior Approval by TRX of TRX-Related Commitments. In the event WT
must incur any costs or expenses on behalf of TRX in the performance of the Services hereunder that (i) is outside of the normal course of dealings hereunder and (ii) which individually or in the aggregate exceed
    *     in any twelve (12) month period, WT shall obtain TRX’s prior written consent for such expense. Additionally, WT shall not enter into any contractual arrangements on behalf of TRX that exceed
twelve (12) months without TRX’s prior written consent. It is understood, however, that the foregoing shall not restrict WT in providing the Services in accordance with WT’s normal policies and procedures. 
  
 2. Personnel. WT and TRX are not joint employers of the WT Personnel for
any purpose under this Agreement. WT will determine how to staff its Services and Additional Services under this Agreement. WT reserves the right to assign the personnel to perform the Services and Additional Services and to replace or reassign such
employees. WT Personnel may rotate between this engagement and other engagements of WT. 
  
 3. TRX Responsibilities. WT’s performance is dependent upon TRX’s timely and effective performance of TRX’s responsibilities under this Agreement and TRX’s timely decisions and approvals. The
responsibilities and obligations of TRX under and pursuant to this Agreement include, but are not limited to, the following: 
  
 3.1 Providing WT with complete and accurate information required by WT to perform its Services and Additional Services in a timely manner and ensuring
that all such information provided by TRX to WT contains no material omissions, and is updated on a prompt and continuous basis; 
  
 3.2 Making available, promptly after requested by WT, management decisions, approvals, acceptances and such other information and assistance desired or
required by WT to perform its obligations under this Agreement; 
  
 3.3 Establishing and maintaining TRX’s policies (including finance, accounting and management information system policies) and an effective overall system of internal controls; 
  
 3.4 Making TRX’s relevant employees available to and causing them to
communicate with WT and WT Personnel during business hours as WT may reasonably request; and 
  
 3.5 Providing WT with access to TRX’s personnel who are ultimately responsible for supervising the Services (the “Supervisor(s)”) at such times as WT may reasonably request. WT shall report to
TRX’s Supervisor(s) with respect to the performance of its obligations under this Agreement. 
  
 4. Payments. 
  
 4.1
Monthly Charge. On the first business day of each month during the term of this Agreement TRX shall pay WT a monthly charge applicable to such month (the “Monthly Charge”) for the Services and the Additional Services.
Fees related to any partial month shall be 

  

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 * CONFIDENTIAL TREATMENT REQUESTED 








 
prorated. The Monthly Charge will be based on     *    . The actual costs for each component of the services provided
hereunder are shown on Exhibit B. The Monthly Charge, which includes the     *    , will be a fixed fee per month in the amount shown on Exhibit B. The fee for the first month shall be due and
payable in advance on the date of execution of this Agreement. 
  
 4.2 Out-of-Pocket Expenses. Within ten (10) days of receipt of a reasonably detailed invoice by WT, TRX shall reimburse WT for such reasonable actual out-of pocket expenses, set forth on the invoice and not already included in the
Monthly Charge, (e.g., travel, lodging, supplies, etc.) incurred by WT in connection with rendering the Services and Additional Services. 
  
 4.3 Late Payment Charges. TRX shall pay a late payment charge, computed on a daily basis at the monthly rate of 1.5%, for any amounts not paid when
due. Should a dispute arise over an invoice, TRX shall immediately pay the undisputed portion of the invoice and promptly pay the disputed portion (or applicable part thereof) if and when the dispute is resolved in WT’s favor. 
  
 4.4 Taxes. In addition to the other charges payable under this
Agreement, TRX shall be solely responsible for the payment of any taxes and duties based upon the facilities, assets and Services, any Additional Services and/or products provided by WT, exclusive of any taxes based upon WT’s income. Both
parties shall take all reasonable steps to minimize taxes, which might be assessed on either party based on the parties’performance hereunder. 
  
 5. Term and Termination. 
  
 5.1 Term. The term of this Agreement will begin on the Effective Date and will continue until the latter of (a) January 1, 2006, or (b) the date
that this Agreement expires following the extension of its term (unless terminated sooner in accordance with this Agreement). 
  
 5.2 Extension and Renewal. Unless terminated earlier, if at least six months prior to the January 1, 2006, the parties have not agreed to a written
Amendment extending this Agreement, this Agreement shall, unless either party provides notice of its desire not to renew, automatically renew for an additional one (1) year term commencing on January 1, 2006 on the same terms and conditions.

  
 5.3 Termination for Cause. 
  
 5.3.1 Either party may terminate this Agreement and the
rights granted herein if the other party breaches any of the provisions of this Agreement and (i) fails to remedy such breach within forty-five (45) days after receiving written notice thereof, or (ii) provided the breach does not relate to a
monetary obligation, fails to (a) commence a good faith action to remedy such breach within five (5) days after receiving written notice thereof, and (b) diligently pursue such action to conclusion. 
  
 5.3.2 Should either party (1) make a general assignment for
the benefit of creditors; (2) institute proceedings to be adjudicated a voluntary bankrupt; (3) consent to the 

  

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 * CONFIDENTIAL TREATMENT REQUESTED 








 
filing of a petition of bankruptcy against it; (4) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (5) seek
reorganization under any bankruptcy act; (6) consent to the filing of a petition seeking such reorganization; or (7) have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in
bankruptcy or in insolvency covering all or substantially all of such party’s property or providing for the liquidation of such party’s property or business affairs; then, in any such event, the other party, at its option and without prior
notice, may terminate this Agreement effective immediately. 
  
 5.4 Termination for Convenience. This Agreement may be terminated by either party upon at least 180 days prior written notice to the other. 
  
 5.5 Partial Termination. TRX may terminate this Agreement as to one or more of the covered Services without terminating as to the remainder of the
Services. In the event of such partial termination, the Monthly Charge shall be adjusted to reflect the deletion of the terminated Services. Notwithstanding the foregoing, WT shall not be required to terminate any existing agreement or contract it
is a party to and TRX shall remain liable for its proportionate amount (as determined in good faith by the parties) of any associated costs, expenses and fees directly related to said agreements and contracts (which are attributable to TRX) despite
any such partial termination(s). 
  
 5.6 Outstanding
Obligations. Termination of this Agreement for any reason shall not relieve or release either party from any rights, liabilities or obligations which it has accrued prior to the date of such termination and shall be in addition to all other
rights and remedies either party shall have available to it under this Agreement or by law or in equity. 
  
 5.7 Obligation To Minimize Damages. Both parties shall have an obligation to take such steps as may be reasonably necessary to minimize damages to
the parties on termination, including, but not limited to, minimizing all contractual obligations that but for the existence of this Agreement, neither party would have entered into. 
  
 6. Nonsolicitation and Confidentiality. The terms of Section 15, “Non-Solicitation and Confidentiality,” of
the Master Agreement (the “Master Agreement”) entered into by and between the parties as of January 1, 2002, shall be deemed incorporated herein and made a part hereof. For the purposes of this Agreement, the term “Services” in
Section 15.1 of the Master Agreement shall mean the Services and Additional Services, as defined in this Agreement. The terms of Section 15 of the Master Agreement shall apply to any and all Proprietary Information exchanged or obtained as a result
of the transactions contemplated by this Agreement. All terms and conditions of this Agreement shall also be deemed Proprietary Information as defined therein. Without limiting the foregoing, the terms and conditions of this Agreement shall not be
disclosed to any third party (except to either party’s attorneys and accountants on a need-to-know basis, or as required by law) without the prior written consent of the other party. The parties further agree that the Recipient shall not use
the Proprietary Information for any purpose other than as contemplated and authorized under this Agreement or the Master Agreement, unless otherwise expressly authorized by the Owner. Terms used in this Section 6 and not defined in this Agreement
shall have the meaning set forth in the Master Agreement. The parties further agree that in the event that there is a conflict between the terms and conditions of this Agreement 

  

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and the Master Agreement with respect to Proprietary Information, the terms of the Master Agreement shall control. 
  
 7. Representations, Warranties and Disclaimers. 
  
 7.1 Capacity, Authorization and Effect of Agreement. Each party hereby
represents and warrants to the other that: 
  
 7.1.1 Such party has all requisite power and authority to execute this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly
authorized and approved by such party, and this Agreement is a valid and binding agreement of such party enforceable in accordance with its terms; 
  
 7.1.2 The execution and delivery of this Agreement by such party, and the consummation by such party of the transactions contemplated
herein, will not breach or violate the organizational documents or any material contract, agreement, instrument, judgment, law or license which is applicable to such party, or to which such party is bound; and 
  
 7.1.3 No consent, approval or authorization of, or notice
to, any governmental or regulatory authority or agency is required to be obtained by such party in connection with its execution, delivery and performance of this Agreement. 
  
 7.2 Accuracy of Information. TRX warrants that all information (whether written or oral) and materials given or made
available by TRX to WT will be current, complete and accurate and shall not omit to state any material fact. TRX warrants that it will update such information on a prompt and continuous basis. WT’s ability to perform acceptably under this
Agreement is expressly conditioned and contingent upon the foregoing warranty. WT warrants that it shall use best efforts to meet or exceed the service performance levels set under this Agreement, including, but not limited to, accuracy and
timeliness of information. 
  
 7.3 Third-Party Consents.
TRX warrants that it has obtained all third-party consents and security clearances that are needed to enable WT to have access (on-site and remote) to all third-party products and assets to be utilized by WT in providing the Services, including,
without limitation, all consents needed for WT to access and use any applicable TRX systems, hardware and software. 
  
 7.4 Backup Plan. WT represents that it has a backup plan in place consistent with industry standards to recover all data and information necessary
for the performance of the Services hereunder in the event of a failure of WT’s computer systems and/or functionality in such a manner as to adversely impact WT’s standard operating procedures. 
  
 7.5 Resale of Services. TRX shall not resell the Services or
Additional Services provided hereunder to any third party without the prior written consent of WT. 
  
 7.6 DISCLAIMERS. THE WARRANTIES SET FORTH IN THIS CLAUSE ARE THE PARTIES’ ONLY WARRANTIES CONCERNING THE SERVICES, ARE MADE EXPRESSLY IN LIEU
OF ALL OTHER WARRANTIES AND REPRESENTATIONS, 

  

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EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE, AND ARE SUBJECT TO THE LIMITATIONS ON
LIABILITY SET FORTH HEREIN. 
  
 8. Limitation of Liability and
Indemnification. 
  
 8.1 Limitation of Liability.

  
 8.1.1 NEITHER WT, TRX NOR THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WILL BE LIABLE TO THE OTHER FOR ANY CLAIMS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF SERVICES OR ADDITIONAL SERVICES PROVIDED UNDER THIS AGREEMENT OR A BREACH OF THE AGREEMENT, WHETHER
SUCH DAMAGES OR CLAIMS ARE BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCTS LIABILITY OR OTHERWISE. 
  
 8.1.2 IN NO EVENT WELL EITHER PARTIES’ LIABILITY FOR ANY DAMAGES OR INJURIES TO THE OTHER PARTY HEREUNDER EXCEED THE TOTAL FEES PAID
BY TRX FOR THE SERVICES AND ADDITIONAL SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCTS LIABILITY OR OTHERWISE. 
  
 8.2 Mutual Indemnification. Each party (the “Indemnifying
Party”) shall indemnify, defend and hold the other party and its officers, directors, agents and employees (each, an “Indemnified Party”) harmless from and against any and all liabilities, damages, losses, expenses, claims, demands,
suits, fines or judgments, including reasonable attorneys’ fees, and costs and expenses incidental thereto, which may be suffered by, accrued against, charged to or recoverable from the Indemnified Party, arising out of or resulting from claims
of bodily injury, loss, claim or damage or physical destruction of property and any claims of third parties arising out of the Indemnifying Party’s negligent performance of this Agreement and/or any material breach of this Agreement by the
Indemnifying Party, its officers, directors, agents, employees and subcontractors. 
  
 8.3 Conditions of Indemnification. To receive the foregoing indemnities, the Party seeking indemnification must promptly notify the other in writing of a claim or suit and provide reasonable cooperation (at the
indemnifying party’s expense) and full authority to defend or settle the claim or suit. Neither party shall have any obligation to indemnify the other under any settlement made without its written consent. 
  
 9. Dispute Resolution. 
  
 9.1 Initial Procedures. The parties shall make all reasonable efforts
to resolve all disputes without resorting to litigation. If a dispute arises between the parties, Tim Severt, on behalf of TRX, and Mark Judson, on behalf of WT (each, an “Operational Representative”) will attempt to reach an amicable
resolution. If either Operational Representative determines that an amicable resolution cannot be reached, such Operational Representative shall submit such dispute in writing to Tripp Davis, on behalf of TRX and Mike Buckman, on behalf of WT (each,
a “Management Representative”), who shall use their best efforts to resolve the matter or to 

  

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negotiate an appropriate modification or amendment to this Agreement, if necessary. The Operational Representatives and the Management Representatives are
named by each party and may be changed upon written notification to the other party. 
  
 9.2 Escalation. Except as otherwise provided in Section 5 of this Agreement, neither party shall be permitted to exercise any other remedies until the later of (i) the date that either Management Representative
concludes in good faith that an amicable resolution of the dispute through continued negotiation is unlikely, or (ii) sixty (60) days following the date that both parties have notified a Management Representative pursuant to Section 9.1. 

 
 9.3 Arbitration. If the parties are unable to reach a resolution of
any matter within the negotiation procedures outlined herein, the unresolved disputes concerning this Agreement shall be submitted to arbitration before an arbitrator agreed upon by the parties, or, if the parties cannot agree upon an arbitrator
within thirty (30) days, to an arbitrator appointed by the American Arbitration Association. The site of the arbitration shall be Atlanta, Georgia, and the arbitration shall be conducted under the rules then prevailing of the American Arbitration
Association. The arbitrator may award attorney’s fees and costs as part of his award. The award of the arbitrator shall be binding and may be entered as a judgment in any court of competent jurisdiction. 
  
 10. Miscellaneous. 
  
 10.1 WT-Developed Software. Any software developed by WT in providing
Services or Additional Services is outside the scope of this Agreement and therefore, absent written agreement to the contrary, will be the property of WT. 
  
 10.2 TRX-Owned Data. TRX shall be the exclusive owner of all data (“Data”) created in connection with the Services or Additional
Services. 
  
 10.3 Binding Nature and Assignment;
Subcontract. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and assigns. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent
of the other, which consent shall not be unreasonably withheld. 
  

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 10.4 Notices. Any notice given pursuant to this Agreement is to be in writing and delivered
personally or sent by certified mail, return receipt requested, or by air express, return receipt requested, to the individuals shown below, or to such other persons or addresses as the parties may designate in a notice conforming with the
requirements of this Section. Any such notice, when delivered in the manner aforesaid, shall be deemed given on the earlier of the date of receipt or three (3) days following its delivery. 
  

			
	TRX:	  	Tim Severt
	 	  	 Executive Vice President, Administration
 6 W. Druid
Hills Road
 Atlanta, Georgia 30329

		
	WT:	  	Mark Judson
	 	  	 Senior Vice President, Administration
 1055 Lenox Park
Boulevard, Suite 400
 Atlanta, Georgia 30319


  
 10.5 Relationship
of Parties. WT is acting as an independent contractor in providing its services. WT Personnel shall remain WT’s employees for all purposes including but not limited to determining responsibility for all payroll-related obligations. WT shall
at all times be responsible for supervising, directing and coordinating the professional responsibilities and duties of all WT Personnel in respect of their performance of all services under this Agreement. WT Personnel are not intended to be
“leased employees” as that term is defined under the Internal Revenue Code. Except as otherwise expressly provided in this Agreement, WT does not undertake to perform any obligations of TRX whether regulatory or contractual or to assume
any responsibility for the management of TRX”s business. 
  
 10.6 Headings. The Section headings used herein are for convenience only and shall not affect the interpretation hereof. 
  
 10.7 Force Majeure. The parties shall not be liable for any default, loss, damage, delay, nonperformance or other irregularities (other than delays
in payment), or any indirect or consequential damages resulting therefrom, due to any act of God, weather, or other phenomenon of nature, mechanical difficulties, war, terrorism, civil disobedience, strikes or an act of governmental authority that
are beyond their control and that are not due to their acts or omissions 
  
 10.8 Severability. If any provision of this Agreement is found to be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Agreement. 
  
 10.9 Waiver. No delay or omission by either party to exercise any right or power under this Agreement or pursuant to applicable law shall impair such right or power or be 

  

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construed as a waiver thereof. A waiver by any party of any covenant or breach shall not be construed to be a waiver of any other covenant or succeeding
breach. 
  
 10.10 Publicity. All media releases, public
announcements and public disclosures by either party relating to this Agreement, including, without limitation, promotional or marketing material, but not including any disclosure required by legal, accounting or regulatory requirements, shall be
approved by the parties prior to such release. 
  
 10.11 Entire
Agreement. This Agreement constitutes the entire agreement between the parties regarding the Services and supersedes all prior agreements and understandings including the Original Agreement. No amendment, modification, waiver or discharge of
this Agreement shall be valid unless in writing and signed by authorized representatives of both parties. 
  
 10.12 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia without
giving effect to the conflict of law principle thereof. 
  
 10.13
Multiple Counterparts. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes and all of which constitute, collectively, one Agreement. 
  
 10.14 Third-Party Claims. This Agreement has been entered into for the
sole benefit of TRX and WT, and in no event shall any third-party beneficiaries be created thereby. 
  
 10.15 Survival. The terms of this Agreement, where the context or meaning indicate, shall survive termination of this Agreement, including, without
limitation, Sections 4 (Payments), 5 (Term and Termination), 6 (Confidentiality), 7 (Representations, Warranties, and Disclaimers), 8 (Limitation of Liability and Indemnification), 9 (Dispute Resolution) and 10 (Miscellaneous). 
  
 [signatures on following page] 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

  

									
	TRX, INC.	 	 	 	WORLDTRAVEL PARTNERS I, L.L.C.
					
	By:	 	/s/ Timothy J. Severt    	 	 	 	By:	 	/s/ Mark W. Judson
	 Name:
	 	Timothy J. Severt	 	 	 	 Name:
	 	Mark W. Judson
	 Title:
	 	EVP, Administration	 	 	 	 Title:
	 	SVP-Administration

  

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 EXHIBIT A 
  
 SERVICES 
  
 HUMAN RESOURCES 
  
 At the election of TRX, WT shall provide: 
  

	 	•	 	Administration of 401(k) plan 

  

	 	•	 	Collaboration on the procurement and purchase of certain benefit plans when such collaboration is mutually beneficial to WT and TRX 

  

	 	•	 	Administration of certain benefit plan related matters 

  

	 	•	 	Administration of corporate credit card program  

  
 VENDORS 
  
 TRX may request air, car and hotel vendor services through WT. WT will either negotiate on an appropriate agreement on TRX’s behalf or negotiate the right for TRX to receive such services under the WT agreement
with each such vendor. The decision as to whether such services will be provided under WT’s agreement or a separate TRX agreement with the vendor shall be made by WT in its sole discretion on a case-by-case basis. 
  
 If TRX desires to be a beneficiary of WT’s various vendor services agreements, such an
arrangement shall be the subject of a Change Order Request Addendum. 
  
 TRX shall
reimburse WT for any costs, fees, expenses, or reduced revenues (as determined in good faith by the parties) that directly result from (i) TRX’s utilization of any programs WT has with its vendors and (ii) alterations to WT’s programs
which are requested by TRX. 
  
 MATERIAL SUPPLIERS 
  
 At the election of TRX, WT and TRX shall collaborate on the procurement and purchase of
materials and supplies under WT’s material supplier agreements when such collaboration is mutually beneficial to WT and TRX and when agreed to by the supplier, including but not limited to: 
  

	 	•	 	Telecommunications (local, toll and some hardware support) 

  

	 	•	 	Printing (Stationery, Forms, business Cards, etc.) 

  

	 	•	 	Overnight Delivery Bulk Purchasing 

  

	 	•	 	Office Supplies Bulk Purchasing 

  

	 	•	 	Miscellaneous 










 TRAVEL 
  
 WT will charge a per ticket transaction fee in an amount mutually agreed upon in writing for all reservations made for TRX employees who utilize the travel services of
the WT West Division. Until such time as TRX begins to issue tickets for its employees from its own facilities, TRX shall pay the monthly fee set forth in Exhibit “B” to WT for using the travel services of the WT Headquarters location.
Once TRX begins to issue tickets from its own facilities, TRX shall be responsible for all ARC fees and expenses, debit memos and any other costs and fees associated with the issuance of such tickets. Without limiting the foregoing, it is understood
that TRX shall utilize WT’s ARC number(s) for the issuance of all such tickets. WT will also make AD75 tickets available to TRX employees to the extent that WT will not incur any additional costs in order to provide such tickets. WT shall also
provide industry relations consulting and applicable airline perquisites at WT’s discretion. 
  
 EXECUTIVE MANAGEMENT 
  
 Services
provided by Ralph Manaker as agreed to by the parties. The allocation of such services and other related direct expenses shall be reviewed by the parties on at least a quarterly basis. 
  
 LEASES 
  
 At the election of TRX, WT shall provide TRX with access to real estate brokerage and administration services as such services are available. 
  

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 EXHIBIT B 
  
 Shared Services 
  

			
	 Human Resources
	  	    *    
	 Travel
	  	    *    
	 Executive Management Ralph Manaker
	  	    *    
	 *     for overhead shall be added to the above amounts.
	  	    *    
	 	  	

	 Total     *     Amount
	  	    *    

  

 * CONFIDENTIAL TREATMENT REQUESTED