Amended and Restated Service Agreement dated November, 1 2003



 Exhibit 10.48 
  
 AMENDED AND RESTATED 
 EXPEDIA, INC. / 
 TRX, INC. 
 SERVICE AGREEMENT 
  
 This Amended and Restated Service Agreement (the “Agreement”) is entered into by and between Expedia, Inc., a Washington corporation (“Expedia”), and TRX, Inc., a Georgia corporation
(“TRX”) to be effective as of November 1, 2003 (“Effective Date”). 
  
 WHEREAS, TRX is a fully-appointed ARC/IATA full service travel agency engaged in the general business of arranging, planning, reserving, handling en route changes and ticketing of domestic and international
passenger transportation, lodging, car rentals and other ancillary services; 
  
 WHEREAS, Expedia is a leading travel agency that provides travel services over the telephone and via the Internet under the name “Expedia,” (referred to herein as “Expedia Travel”) but such
name may change from time to time and the term “Expedia Travel” as used herein shall be deemed to refer to all future versions of “Expedia Travel”, regardless of the name or distribution channel through which its services are
offered and includes without limitation any and all additional, follow-on, successor or replacement versions of such service, provided that such service is owned by Expedia. 
  
 WHEREAS, Expedia has requested that TRX provide, and TRX has agreed to provide, certain travel fulfillment services
and other services to the customers of Expedia Travel; and 
  
 WHEREAS, this Agreement amends and restates that certain Microsoft Corporation/ WorldTravel Partners Service Agreement, effective as of October 9, 1996, by and between Microsoft Corporation, a Washington corporation (“MS”),
and WorldTravel Partners, L.P., a Georgia Limited Partnership (“WTP”), which was subsequently amended by that certain Amendment Number 1, effective as of January 1, 1999, by and between MS, and WorldTravel Technologies, L.L.C., a Georgia
Limited Liability Company (“WTT”), which was further amended by that certain Amendment Number 2, effective as of July 1, 2000, by and between Expedia and TRX, and which was further amended by that certain Amendment Number 3, effective as
of March 1,2001 by and between Expedia and TRX. 
  
 NOW,
THEREFORE, in consideration of the mutual covenants herein, the parties hereby agree as follows: 
  
 1. TRX Services. 
  
 (a)
TRX agrees to provide travel fulfillment, en route assistance, quality control and other services, including without limitation those identified in Exhibit A (the “Services”) to customers of Expedia Travel, on the terms and
conditions provided herein in accordance with (i) Expedia standard customer service policies and procedures as detailed in documentation provided by Expedia to TRX (including, without limitation, Expedia policies set forth in Exhibit D ((the
“Expedia Policies”)), which may be modified by Expedia from 








 
time to time in its sole discretion; and (ii) the performance requirements set forth in Exhibit B (“Service Process Requirements”). TRX
shall have sixty (60) days from the date of its receipt of modifications to any of the foregoing document(s) to conform to modified requirements, as applicable. The parties have mutually prepared a procedures manual and will maintain such manual,
setting forth detailed procedures to implement the Services. 
  
 (b) TRX may subcontract collection services to a third party so long as (i) Expedia, at its discretion, may elect at any time to assume responsibility for collection, (ii) TRX obtains Expedia’s prior consent for
settlement    *    ; and (iii) in the event the subcontracted collection services are not effective, TRX and Expedia shall discuss appropriate corrective steps. TRX may also select vendors to provide services
relating to the Services so long as such vendors are not directly servicing customers of Expedia Travel. TRX shall remain fully responsible and accountable for the performance of its subcontractors and vendors. Unless otherwise expressly set forth
in this Agreement, TRX will not otherwise subcontract any of its obligations hereunder without the prior written approval of Expedia. 
  
 (c) TRX agrees that it shall assign to Expedia Travel at least one person at the Druid Hills Facility who is qualified by ARC to perform management and/or
ticketing functions (“ARC Qualifiers”). Such ARC Qualifiers shall be dedicated to providing only services for or on behalf of Expedia Travel, and shall not accept telephone calls or other communications or provide any services for any
third party product(s) or service(s) without the express written consent of Expedia. 
  
 (d) Expedia shall maintain an ARC number or numbers solely for the provision of Services under this Agreement, which shall remain the property of Expedia in the event of termination or expiration of this Agreement.
TRX agrees to use the ARC and BSP numbers assigned to Expedia or to TRX (including those numbers assigned to TRX “Doing Business As Expedia”) when providing the Services under this Agreement, and to charge the appropriate travel industry
supplier the Expedia negotiated commission and/or transaction fee when booking reservations, as detailed in Exhibit A, with the exception of certain international itineraries as described in the following Section l(e). TRX agrees to deposit
daily to the Expedia bank account all transaction fees and/or commissions earned and received on reservations made using the Expedia ARC and BSP numbers. If TRX or any of its agents, contractors or subcontractors utilize an ARC or BSP number
assigned to TRX when booking a reservation for a customer who originally sought a reservation through Expedia Travel, all supplier transaction fees and/or commissions resulting there from shall be promptly transferred to the Expedia bank account.

  
 (e) TRX agrees to provide travel fulfillment for travel
involving international itineraries as described in Exhibit A. TRX will provide separate accounting for commissions earned on such transactions, as set forth in Exhibit F (“Reports”), and will deposit
    *     of such commissions earned and received, within forty-eight (48) hours of receipt, to the Expedia bank account. 
  
 (f) TRX agrees to use its best efforts and most capable technical expertise to resolve customer complaints, meeting or
exceeding the performance requirements as set 

  

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forth in Exhibit B. In the event TRX is unable to resolve a problem, TRX may escalate the problem to Expedia-designated representative(s) in
accordance with applicable procedures. 
  
 (g) TRX shall provide,
maintain and staff a sufficient number of travel fulfillment facilities to provide the Services set forth in Exhibit A (the “Facilities”). Expedia will own the Expedia Travel toll-free number and any and all software and equipment
provided by Expedia at the Facilities. TRX will install and maintain all of the software, hardware and telecommunications equipment at the Facilities except for any software, hardware and equipment provided and maintained by Expedia. 
  
 (i) It is understood that TRX will provide leasehold
improvements, telecommunication systems, furniture and fixtures, and proprietary software (such as CoRReTM) and, as between the parties, this software and equipment will be owned by TRX. 
  
 (ii) TRX will maintain an Automatic Call Distribution (“ACD”) system capable of providing the information identified in
Exhibit F to Expedia in a format designated by Expedia. If TRX changes its current ACD system or adds facilities, TRX will ensure that any such new ACD system is capable of providing the information set forth in Exhibit F. TRX shall
provide Expedia with standard specifications and documentation from its ACD system with respect to the Services provided by TRX under this Agreement. 
  
 (iii) The parties acknowledge and agree that Expedia owns the Expedia Travel toll-free numbers, including but not limited to, 888EXPEDIA
and 800EXPEDIA and the local Expedia Travel phone numbers. 
  
 (h)
At Expedia’s discretion, with reasonable advance notice, Expedia reserves the right to make onsite visits to all sites where TRX provides the Services under this Agreement. In connection with such visits, TRX will provide to Expedia, as and
when required by Expedia, access for a reasonable number of Expedia personnel to office premises at the sites equipped with standard office equipment as available to personnel of TRX in proximate offices, at no charge. 
  
 (i) TRX will ensure that all its employees and Expedia-permitted contractors
and subcontractors performing any Services hereunder agree to undertake and successfully complete all training programs provided by Expedia with respect to the Services as Expedia in its sole discretion deems necessary to prepare TRX to provide the
Services outlined in this Agreement. Training will be conducted at a mutually agreed upon facility where Expedia shall provide “train-the-trainer” training at no charge to TRX, except that all travel, accommodation and related expenses for
TRX employees and employees of contractors or subcontractors shall be the responsibility of TRX, or such contractors or subcontractors, respectively. TRX acknowledges and agrees that as a result of Expedia providing “train-the-trainer”
training, TRX shall be responsible for internal and ongoing training of its personnel after receiving initial “train-the-trainer” training. TRX will designate one (1) ongoing trainer. Expedia agrees to provide the necessary training
materials, for limited duplication, 

  

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upon request by TRX and following Expedia approval, to be used by TRX to provide training as required under the terms of this Agreement. 
  
 (j) TRX shall comply with all applicable reporting requirements by providing
Expedia with the reports specified in Exhibit F, if any, and other information reasonably requested from time to time with respect to the Services performed. All Reports shall be complete and accurate. Each Report, whether in electronic or
paper format, shall meet the standard Report requirements identified for the Report in Exhibit For as specifically requested by Expedia from time to time. TRX shall deliver each Report, and all supporting documentation therefore,
within the time and date specified in Exhibit F or as reasonably requested by Expedia from time to time. TRX shall correct any errors in a Report within three (3) business days following Expedia’s notice specifying the item in respect of
which an error may have occurred. Expedia shall provide reports to TRX as described in Exhibit F. 
  
 (k) Nothing contained in this Agreement shall give TRX or its agents or contractors, the right to use, modify, reproduce, distribute and/or publish any
Expedia Travel customer records, including without limitation reservations, service records or customer complaints resolved by TRX during the fulfillment of TRX obligations hereunder, all of which shall be considered Confidential Information under
Section 10 of this Agreement. 
  
 (l) TRX must maintain the
previously provided documented disaster recovery plan, which sets forth the implementation and management of disaster recovery procedures. At a minimum, the disaster recovery plan shall include the following: 
  
 Recovery Plan: 
 Contact emergency services, as needed. 
 Contact EXPEDIA NOC and notify them of the nature of the problem, the estimated 
 length of the problem and the estimated impact on
service delivery. 
 Contact site and notify them of the same items as in #1 and #2, above 
 Contact Expedia Customer Service management via e-mail and voicemail and notify 
 them of the same items as in #1 and #2, above 
 Work to estimate length and severity of problem to determine what level of response 
 is needed. 
  
 (m)     *     
  
 (n) The technology to be provided by TRX for purposes of this Agreement shall
meet the requirements set forth by Expedia as provided from time to time. In the event that such communication methods or updated technology requirements cannot be met without a material increase in TRX’s costs, then Expedia shall be
responsible for its pro-rata share of such increased costs (i.e., TRX is using the communication methods and technology to 

  

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support other customers). In addition, in the event that Expedia obtains and provides TRX with software for use in connection with this Agreement, TRX hereby
agrees to deploy such software and to make any changes necessary in equipment and hardware to utilize such software. Expedia agrees to reimburse TRX for any reasonable costs associated with the deployment and maintenance of such software.

  
 (o) TRX grants to Expedia the rights set forth in
Appendix 1 attached hereto. 
  
 (p) TRX will have
the right to perform monthly maintenance on the software, hardware and telecommunications equipment at its facilities which it uses to perform the Services. The parties acknowledge that the Services may not be available during such maintenance
period. The parties will mutually agree upon dates and times for the maintenance period, which shall not be more than four (4) hours per month and which shall occur between the hours of 12:01 a.m. ET and 7:59 a.m. ET. 
  
 2. Payment. 
  
 (a) Expedia shall be solely responsible for all Expedia Costs and Customer Charge-Backs as described in Exhibit C.

  
 (b) Expedia agrees that it will request WorldSpan or any other
GDS or vendor- specific reservation system used by Expedia to create travel reservations which are subsequently processed by TRX (“GDS/CRS Providers”) to make payments with respect to errors-made by GDS/CRS Providers system in connection
with Tickets directly to TRX and will provide reasonable assistance to TRX (to the extent requested by TRX) to collect such amount directly from GDS/CRS Providers. If GDS/CRS Providers acknowledge the errors were made by their system in connection
with Tickets, but in documentation submitted to TRX (and provided to Expedia) states that GDS/CRS Providers will not reimburse TRX the full amount for such errors because of separate financial or business arrangements with Expedia, then TRX shall
invoice Expedia for such amounts within sixty (60) days after the end of the calendar year in which the GDS/CRS Providers payments were due. 
  
 (c) Expedia shall pay TRX the fees as set forth in Exhibit C of the Agreement subject to adjustments, deductions or credits to such amounts as
provided for in this Agreement or any Exhibit hereto (the “Fees”).     *     The invoice shall include a statement setting forth the total number of calls handled that calendar month by TRX in
connection with the Services and the applicable Fees and any applicable Expedia Costs or Customer Charge-Backs for which Expedia is responsible in accordance with Section 2(a) of the Agreement. The statement shall include information sufficient to
discern how the Fees were calculated and shall be in a format to be provided by Expedia. Except for disputed amounts and amounts withheld in good faith by Expedia, Expedia shall pay the 


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excess, if any, of the amount indicated in the invoice minus the Forecasted Fee within     *     after receipt of the
invoice. In the event the Forecasted Fee is greater than the amount indicated in the invoice, then TRX shall pay Expedia the excess of the Forecasted Fee minus the amount indicated in the invoice within
    *     days after receipt of the invoice by Expedia. Late payments by either party shall accrue interest at a rate of one percent (1%) per month unless Expedia notifies TRX that Expedia disagrees with the
calculation of the invoiced amount. In the event taxes are required by any U.S. (state or federal) or foreign government to be withheld on payments made hereunder by Expedia to TRX, Expedia may deduct such taxes from the amount owed TRX and pay them
to the appropriate taxing authority. Expedia shall in turn promptly secure and deliver to TRX an official receipt for any taxes withheld that are owed by TRX. Expedia will use reasonable efforts to minimize such taxes to the extent permissible under
applicable law. 
  
 (d)
    *     
  
 3. Ownership and License
Grants. 
  
 (a) Use of Expedia Name. This Agreement
does not constitute a trademark or service mark license. As of the Effective Date, Expedia shall be deemed to have granted TRX a non-exclusive, personal, non-transferable, non-assignable, royalty-free license to use the Expedia® name solely in conjunction with answering incoming
calls from, making outbound callbacks to, and providing travel documents to Expedia Travel customers as necessary for providing Services pursuant to the terms of this Agreement. Such license grant shall remain in effect while this Agreement is in
good standing, but shall expire at the expiration or earlier termination of this Agreement. Specific additional terms and conditions pertaining to this license grant are set forth in Exhibit G which is incorporated herein by this reference.
TRX shall at no time in any forum identify itself as being an outsource provider for Expedia, except as approved in writing by Expedia. 
  
 (b) Customer Information. Except as otherwise provided herein, TRX acknowledges and agrees that the information acquired by TRX in connection with
the provision of Services pursuant to this Agreement, including without limitation customer and prospect information, sales information, back office and general ledger data, customer travel reservation and itinerary information, and Expedia customer
lists and updates (including customer names, addresses and telephone numbers) (collectively, “Customer Information”) shall be considered proprietary information of Expedia, including all Customer Information stored using TRX’s travel
    *    and all right, title and interest in the Customer Information is owned by Expedia. TRX shall use such Customer Information only as necessary to perform the Services in accordance with this Agreement
and shall maintain such Customer Information in strict confidence in accordance with the provisions of Section 10 hereof. Upon request from Expedia, TRX shall provide Expedia with any or all Customer Information in TRX’s possession. Upon
termination or expiration of this Agreement, TRX shall within ten (10) days thereafter provide Expedia with all documents and materials containing Customer Information 

  

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(including data stored or maintained in electronic format, whether or not created or stored using Travel Man), together with all other materials and property
of Expedia, which are in its possession or under its control. 
  
 (c) Custom Tools. At the sole discretion of Expedia, Expedia may grant TRX a nonexclusive, personal, non-transferable, non-assignable, royalty-free license to access and use certain software tools (“Expedia User Management
Tools”) developed or to be developed by Expedia and to be identified from time to time during the term of this Agreement solely for the purpose of assisting TRX in providing the Services to Expedia customers under this Agreement. Upon the
expiration or termination of this Agreement, TRX’s license to use the Expedia User Management Tools will automatically terminate. 
  
 (d) Expedia Intellectual Property Rights. Expedia owns all right, title and interest in and to any software or other intellectual property it
provides to TRX during the term of this Agreement, including without limitation any and all Expedia User Management Tools, and training materials. All software so provided shall be used by TRX in accordance with the terms of the End User License
Agreement (“EULA”) accompanying the software, however, that notwithstanding any provision in a EULA to the contrary, TRX may not transfer any such software so provided. 
  
 (e) TRX Tools. Notwithstanding the foregoing, the parties hereby acknowledge and agree that, as between
the parties, TRX shall be the owner of all software tools developed by TRX or licensed by TRX, as well as methods and techniques of doing business, including patents, trade secrets and other proprietary rights associated therewith (collectively,
“TRX Tools”), during the term of this Agreement for use in providing the Services provided that TRX notifies Expedia of the existence of the same and also that Expedia agrees with TRX’s assertion in respect thereof (which agreement
will not be unreasonably withheld or delayed). TRX will be responsible for maintenance and support of all of the TRX Tools. 
  
 4. Warranties. 
  
 (a) TRX warrants that: 
  
 (i) It possesses all necessary authority to enter into this Agreement, and that by so doing it does not violate any other agreements to
which it is a party; and 
  
 (ii) The Services
will be performed in a professional manner and shall conform in all material respects with the service requirements set forth in this Agreement including, without limitation, those set forth in Exhibits A and C. TRX shall not knowingly
or negligently engage in hidden city ticketing, beyond point ticketing, cross-border ticketing and speculative or abusive bookings or other violations of any airlines’ Conditions of Carriage, tariffs and other rules and regulations. TRX shall
not perform the Services so as to knowingly and negligently be the sole cause of Expedia incurring any loss of revenue or costs not contemplated by the nature of this Agreement. The breach of the warranty set 

  

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forth in the previous sentence will not be the basis for Expedia terminating this Agreement; and 
  
 (iii) The Services will be performed by employees of TRX
acting within the scope of their employment who have signed confidentiality agreements with TRX (with appropriate acknowledgments of confidentiality) substantially in the form attached as Exhibit I; and 
  
 (iv) In providing Services to Expedia Travel customers and
any other persons or entities, TRX shall make no representations nor undertake any obligations on behalf of Expedia concerning the Services and/or any other Expedia products or services beyond those expressly made or undertaken by Expedia Travel and
communicated to Expedia Travel customers on the Expedia Travel web site. TRX, including all of TRX’s employees and temporary employees, shall conform to all applicable laws and government rules and regulations. TRX assumes all responsibility
for providing any training that may be required to ensure compliance with such legal requirements. TRX shall offer to Expedia Travel customers only those Services authorized by this Agreement, advising customers requesting other services that
Expedia Travel does not provide such services, and then documenting and advising Expedia of all such requests; and 
  
 (v) Any and all software and materials TRX publishes or uses: in providing the Services under this Agreement do not and will not infringe
any intellectual property rights owned by Expedia or any other person or entity including, but not limited to, any copyright, patent, trademark or trade secret; and 
  
 (vi) Except as otherwise provided in this Agreement, TRX will not reproduce, sell, publish, or in any manner
commercially exploit the Expedia® name or any
information or derivatives of information acquired in connection with its provision of Services or allow such reproduction, sale, publication or exploitation by any employee or person retained for the purpose of providing such services except as
agreed to in writing by Expedia; and 
  
 (vii)
Prior to the commencement of the work to be performed hereunder and throughout the entire performance by TRX, TRX shall procure and maintain insurance adequate to cover any and all liability which TRX may incur as a result of the performance of work
included in this Agreement. Such insurance shall be in a form and with insurers acceptable to Expedia, and shall comply with the following minimum requirements: 
  
 (A) Commercial General Liability insurance of the Occurrence Form, with policy limits of not less than
    *     combined single limit each occurrence for Bodily Injury and Property Damage combined, and     *     Personal and Advertising Injury Limit. 
  

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 (B) Professional Liability And Errors & Omissions Liability Insurance with policy
limits of not less than     *     each claim with a deductible of not more than     *    . Such insurance shall include coverage for infringement of proprietary rights
of any third party, including without limitation copyright, trade secret and trademark infringement as related to TRX’s performance under this Agreement. Throughout the term of this Agreement, the Professional Liability And Errors &
Omissions Liability Insurance retroactive coverage date will be no later than the Effective Date of this Agreement. Upon expiration or termination of this Agreement, TRX will maintain an extended reporting period providing that claims first made and
reported to the insurance company within one year after the end of this Agreement will deemed to have been made during the policy period. 
  
 A copy of the certificate of insurance shall be included as Exhibit H. Failure by TRX to furnish certificates of insurance or failure by Expedia to
request same shall not constitute a waiver by Expedia of any of the insurance requirements set forth herein. TRX shall notify Expedia in writing at least thirty (30) days advance if TRX’s insurance coverage is to be canceled or materially
altered so as not to comply with the requirements of this section. 
  
 In the event of such failure on the part of TRX to provide the certificates as requested herein, and in the event of liability or expense incurred by Expedia as a result of such failure by TRX, TRX hereby agrees to indemnify Expedia for all
liability and expense (including reasonable attorneys’ fees and expenses associated with establishing the right to indemnity) incurred by Expedia as a result of such failure by TRX; and 
  
 (viii) Individuals it places in contact with Expedia Travel
Customer Information or Expedia Confidential Information shall not have been convicted of a felony as an adult or released from prison within the last seven (7) years. 
  
 (ix) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRX AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES
AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND (EXCEPT AS SET FORTH IN SECTION 7(c)) NON-INFRINGEMENT. 
  
 (b) Expedia warrants that: 
  
 (i) Any Expedia Tools supplied, and any services performed by Expedia pursuant to this Agreement will, respectively, conform substantially to the relevant product documentation and be performed in a professional
manner. 
  

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 (ii) The Expedia User Management Tools do not and will not so infringe any intellectual
property rights owned by any other person or entity including, but not limited to, any copyright, patent, trademark or trade secret to the extent that TRX will be required to refrain from using such tools (and Expedia will not be able to provide
substitute technology which reasonably provides the same or similar functionality) with the overall result that TRX will not be able to reasonably perform the Services as intended herein; and 
  
 (iii) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
EXPEDIA AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND (EXCEPT AS SET FORTH IN SECTION 7(d)) NON-INFRINGEMENT. 
  
 5. Personnel. 
  
 (a) TRX personnel assigned to Expedia Travel shall be employees of TRX and not employees of Expedia and shall remain under the direction and control of
TRX, subject to ARC or other regulatory requirements. These TRX personnel shall receive such salaries, compensation and benefits as TRX shall determine. TRX agrees to be responsible for all of its federal and state taxes, withholding, social
security, insurance and other benefits, and all salaries, benefits and other costs of such TRX personnel. 
  
 (b) Notwithstanding the foregoing, TRX personnel assigned to Expedia Travel shall adhere to Expedia quality control standards as set forth in Exhibit B
and be qualified to run an ARC-approved travel agency office. An ARC Qualifier must be present at the Druid Hills Facility to provide Services for Expedia Travel. 
  
 (c) Expedia shall have the option to participate in any decisions regarding any assignment of TRX personnel to Expedia
Travel. TRX acknowledges Expedia’s right to require immediate removal and prompt replacement of any TRX employee, or agent performing TRX’s obligations under this Agreement who engages in any conduct prohibited by law or inconsistent with
Expedia policy as set forth in Exhibit D. 
  
 6. Non-Competition and
Non-Solicitation. 
  
 (a) TRX personnel shall not target or
solicit Expedia Travel customers for additional travel business beyond provision of the Services governed by this Agreement, nor shall TRX use information gained in the provision of the Services to compete with Expedia Travel in providing travel
services. 
  
 (b) Notwithstanding the preceding section 6(a), TRX
shall not be prohibited from providing services to Expedia Travel customers who contact TRX independently (other than 

  

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in conjunction with Expedia Travel), or whose names appear on mailing lists developed independently of Expedia Travel or who were customers of TRX prior to
the Effective Date. 
  
 (c) Expedia shall not solicit TRX
personnel assigned to Expedia Travel to work for Expedia without prior written consent of senior management of TRX. 
  
 (d) Expedia personnel shall not (i) target or solicit TRX customers to provide services similar to or the same as the Services, nor (ii) use information
gained pursuant to this Agreement to compete with TRX in providing services similar to or the same as the Services. 
  
 (e) Notwithstanding the preceding Section 6(d)(i), Expedia shall not be prohibited from providing services to TRX customers who contact Expedia
independently, or whose names appear on mailing lists developed independent of TRX or who were customers of Expedia prior to the Effective Date. 
  
 7. Indemnification. 
  
 (a) TRX General Indemnification. TRX agrees to indemnify, defend, and hold Expedia harmless from and against any and all claims, actions, demands,
and costs, including reasonable attorneys’ fees and expenses to the extent arising out of or in connection with third party claims as a result of the performance of the Services in breach, of this Agreement by TRX or its employees, independent
contractors or subcontractors and agents (“TRX Indemnified Claims”). Acts for which TRX shall indemnify Expedia include, but shall not be limited to, representations or obligations undertaken on behalf of Expedia concerning the Services to
customers which exceed the scope of the Services as set forth in this Agreement; any act or omission in violation of any applicable government statutes, laws, rules and regulations or industry rules and regulations; or violation of any
airline’s Conditions of Carriage, tariffs, or other rules. Omissions for which TRX shall indemnify Expedia include, but shall not be limited to, failure to report reservation information accurately and promptly to ARC. Expedia reserves the
right to control the defense of any TRX Indemnified Claim and to conduct all proceedings or negotiations in connection therewith, and if it so undertakes, all other proceedings or negotiations to settle or defend any such TRX Indemnified Claim shall
be at Expedia’s expense, provided that (i) TRX shall have the right to approve of any settlement of any such TRX Indemnified Claim; such approval shall not be unreasonably withheld, and (ii) Expedia shall be responsible for payment of all
attorneys’ fees incurred by Expedia after it has exercised its right to control the defense. TRX shall pay any and all expenses and other reasonable costs incurred by Expedia arising in connection with its obligations under this Section 7(a)
promptly upon demand. 
  
 (b) Expedia General
Indemnification. Expedia agrees to indemnify, defend and hold TRX harmless from and against any and all claims, actions, demands, liabilities, and costs, including reasonable attorneys’ fees and expenses, arising out of or in connection
with third party claims as a result of (i) the business of Expedia Travel unless arising out of or in connection with circumstances for which TRX is indemnifying Expedia pursuant to Section 7(a) above; and (ii) any injuries to the person or property
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while traveling on an Expedia Travel itinerary unless arising out of or in connection with the negligence of TRX (“Expedia Indemnified Claim”). TRX
reserves the right to control the defense of any Expedia Indemnified Claim and to conduct all proceedings or negotiations in connection therewith, and, if it so undertakes, all other proceedings or negotiations to settle or defend any such Expedia
Indemnified Claim shall be at TRX’s expense, provided that (i) Expedia shall have the right to approve of any settlement of any such Expedia Indemnified Claim, such approval shall not be unreasonably withheld, and (ii) TRX shall be responsible
for payment of all attorneys’ fees incurred by TRX after it has exercised its right to control the defense. Expedia shall pay any and all expenses and other costs incurred by TRX arising in connection with its obligations under this Section
7(b) promptly upon demand. 
  
 (c) TRX Intellectual Property
Indemnification. 
  
 (i) Indemnified
Claims. TRX agrees to defend Expedia against, and pay the amount of any adverse final judgment or settlement to which TRX consents resulting from, any third party claim(s) (“Indemnified IP Claims”) that any TRX Tools or any portion
thereof, or TRX’s provision of any services pursuant to this Agreement, infringes any third party patent, copyright, trademark or trade secret enforceable under the laws of the United States; provided that TRX is notified promptly in writing of
the Indemnified IP Claim and has sole control over its defense and settlement, and Expedia provides reasonable assistance in the defense and/or settlement of such claim. 
  
 (ii) Exclusions. Notwithstanding Section 7(c)(i) above, TRX shall have no liability for any
intellectual property infringement claim (including an Indemnified IP Claim) that arises as a result of (i) Expedia’s use of the TRX Tools after a reasonable time from TRX’s written notice that Expedia should cease use of the TRX Tools due
to such a claim, provided TRX has delivered a non-infringing substitute that complies with applicable specifications and is capable of being deployed by Expedia; or (ii) Expedia’s combination of the TRX Tools with a non-TRX product, program or
data; or (iii) Expedia’s adaptation or modification of any TRX Tool. For all claims described in clauses (i)-(iii) above of this Section 7(c)(ii), Expedia agrees to defend TRX against, and pay the amount of any adverse final judgment or
settlement to which Expedia consents resulting from, such claims, provided that Expedia is notified promptly in writing of such a claim and Expedia has sole control over its defense or settlement, and TRX provides reasonable assistance in the
defense and/or settlement of such claim. 
  
 (iii) TRX’s Rights in the Event of Intellectual Property Infringement Claim. In the event TRX receives information concerning an intellectual property infringement claim (including an Indemnified IP Claim) related to the TRX
Tools, TRX may at its expense, without obligation to do so, either (i) procure for Expedia the right to continue to use the alleged infringing release of the TRX Tools, or (ii) replace or modify the release of the TRX Tools to make it
non-infringing, and in which case, Expedia shall thereupon cease use of the alleged infringing release of the TRX Tools. 
  

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 (d) Expedia Intellectual Property Indemnification. 
  
 (i) Indemnified Claims. Expedia agrees to defend TRX
against, and pay the amount of any adverse final judgment or settlement to which Expedia consents resulting from, any third party claim(s) (“Indemnified IP Claims”) that the Expedia Tools or any portion thereof, or Expedia’s provision
of any services pursuant to this Agreement, infringe any third party patent, copyright, trademark or trade secret enforceable under the laws of the United States; provided that Expedia is notified promptly in writing of the Indemnified IP Claim and
has sole control over its defense and settlement, and TRX provides reasonable assistance in the defense and/or settlement of such claim. 
  
 (ii) Exclusions. Notwithstanding Section 7(d)(i) above, Expedia shall have no liability for any intellectual property infringement
claim (including an Indemnified IP Claim) that arises as a result of (i) TRX’s use of the Expedia User Management Tools (the “Expedia Tools”) after a reasonable time from Expedia’s written notice that TRX should cease use of the
Expedia Tools due to such a claim, provided Expedia has delivered a non-infringing substitute that complies with
applicable specifications and is capable of being deployed by TRX; or (ii) TRX’s combination of an Expedia Tool with a non-Expedia product, program or data; or (iii) TRX’s adaptation or modification of any of the Expedia Tools. For all
claims described in clauses (i)-(iii) of this Section 7(d)(ii), TRX agrees to defend Expedia against, and pay the amount of any adverse final judgment or settlement to which TRX consents resulting from, such claims, provided that TRX is notified
promptly in writing of such a claim and TRX has sole control over its defense or settlement, and Expedia provides reasonable assistance in the defense and/or settlement of such claim. 
  
 (iii) Expedia’s Rights in the Event of Intellectual Property Infringement Claim. In the event
Expedia receives information concerning an intellectual property infringement claim (including an Indemnified IP Claim) related to the Expedia Tools, Expedia may at its expense, without obligation to do so, either (i) procure for TRX the right to
continue to use the alleged infringing release of the Expedia Tools, or (ii) replace or modify the Expedia Tools to make them non-infringing, and in which case, TRX shall thereupon cease use of the alleged infringing release of the Expedia Tools.

  
 8. Term and Default. 
  
 (a) This Agreement shall commence as of the Effective Date, and shall
continue in force until December 31,2010, unless earlier terminated by either party as provided in this Agreement or Exhibits hereto. This Agreement automatically shall be renewed for a further period of two (2) years, unless either party has
notified the other party in writing at least one hundred and eighty days (180) days prior to the sixth anniversary of the Effective Date of its intent not to renew, such renewal to be subject to earlier termination as provided in this Agreement or
Exhibits hereto. Any renewal pursuant to this Section shall be on the same terms and conditions as are contained in this Agreement. 
  

 13 








 (b) Expedia may, in its sole discretion, terminate this Agreement without cause with one hundred and
eighty (180) days’ prior written notice to TRX. In the event of such termination solely for the convenience of Expedia (and in no other event of termination), Expedia agrees to pay TRX the amount indicated below. 
  

			
	 Effective date of termination
(in terms of months after the
Effective Date)

	  	 Amount


		
	0-12 months	  	18 Average Month’s Fees
	13-24 months	  	14 Average Month’s Fees
	25-36 months	  	10 Average Month’s Fees
	37-48 months	  	8 Average Month’s Fees
	48-60 months	  	5 Average Month’s Fees
	61-72 months	  	4 Average Month’s Fees
	73-84 months	  	3 Average Month’s Fees

  
 An “Average
Month’s Fees” shall be determined by averaging the actual Fees paid by Expedia for the actual Fees paid by Expedia for the six (6) months immediately prior to the effective date of termination. The parties agree that this amount is a fair
and reasonable estimate of liquidated damages, and is not intended as a penalty for termination. Additionally, Expedia may terminate this Agreement (i) immediately with written notice to TRX in the event Expedia ceases to directly and solely operate
and control the Expedia Travel service for U.S. consumers, or (ii) with one hundred eighty (180) days’ prior written notice to TRX in the event Expedia sells a majority or more of the Expedia Travel assets to a third party, provided, however,
that in either case such termination event shall not be considered a termination for convenience by Expedia. 
  
 Any amounts that may be owed by Expedia pursuant to this Section 8(b) shall be paid within sixty (60) days after the effective date of termination.

  
 (c) This Agreement may be terminated by either party in the
event the other party (the “Other Party” for the purposes of this subsection) materially fails to perform or comply with any material provision of this Agreement and fails to cure such nonperformance or non- compliance within thirty (30)
days after receipt of notice thereof, assigns its rights or interest in the Agreement in contravention of Section 14(f) or suspends performance of its obligations as described in Section 14(i) or becomes insolvent or admits in writing its inability
to pay its debts as they become due or makes an assignment for the benefit of creditors or if a petition under any bankruptcy act, receivership statute or the like, as they now exist or as they may be amended, is filed by the Other Party or by any
third party or an application for a receiver is made by anyone and such application is not resolved favorably to the Other Party within sixty (60) days. 
  
 (d) This Agreement may be terminated by Expedia pursuant to the provisions of Section 9. 
  
 (e) Sections 2, 3(b), 3(c), 3(d), 3(f), 4, 5, 6, 7, 8(e), 8(f), 8(g), 10, 11,12, and 13 of this Agreement shall survive
termination for any reason. 
  

 14 








 (f) Upon the expiration or termination of this Agreement, other than termination by TRX because of
nonpayment by Expedia which is not cured within ten (10) days after receipt of written notice sent by TRX to Expedia regarding such nonpayment, (i) TRX shall cooperate with Expedia, its subsidiaries or affiliates, to assist in the orderly transition
of Services to Expedia, or as Expedia may direct, in a professional manner, with no disruption of the Services; and (ii) TRX shall remove all software and equipment provided by Expedia and shall deliver all such software and equipment to Expedia,
subject to TRX’s possible option to purchase set forth in Section 8(g)(i). Upon Expedia’s request, TRX shall provide “train the trainer” training to Expedia or a third party or parties, with the cost of the TRX personnel
providing the training to be paid by Expedia. 
  
 (g) In the event
of termination or expiration of this Agreement: 
  
 (i) Expedia, at its option, may make available to TRX all or substantially all of the software, hardware and equipment provided by Expedia at the Facilities for purchase (in the case of hardware and equipment) or license (in the case of
software). In the event Expedia offers such items for purchase or license, the price(s) therefore shall be based upon their then-current fair market value. 
  
 (ii) In addition, within sixty (60) days after the effective date of termination or expiration of this Agreement, the parties shall
reconcile all accounts hereunder and TRX shall promptly refund and return to Expedia any unearned Fees, if any, and Expedia shall promptly pay to TRX any amounts that it may properly owe to TRX in accordance with this Agreement. Notwithstanding the
foregoing, Expedia acknowledges that TRX may receive debit memos, chargebacks, LTA fees and other invoices after such sixty (60) day period and accordingly agrees to pay any of such amounts properly owed to TRX in accordance with this Agreement.

  
 9. Default in Performance and Remedies. During the term of this
Agreement: 
  
 (a) In the event TRX breaches the provisions of
Section 10 or if Expedia or TRX receives a notice of complaint from ARC as a result of TRX’s acts or emissions, such breach will justify termination for cause, and Expedia may terminate this Agreement immediately with no further obligation to
TRX. 
  
 (b) In the event TRX fails to meet the performance
requirements as specified in this Agreement and Minimum Service Criteria set forth in Exhibit B (the “Service Process Requirements”), Expedia shall give TRX notice of such non-compliance and TRX shall have 24 hours after receipt of
such notice to correct such non-compliance. TRX shall take all reasonable actions to correct such noncompliance as soon as practicable. 
  
 (c) In the event there is a continued failure by TRX to meet the Service Process Requirements within the time period referred to in Section 9(b), TRX
shall, at Expedia’s request, provide a corrective action plan within forty-eight (48) hours, including training and staffing plans, to Expedia for approval. Expedia shall review and approve such corrective 

  

 15 








 
action plan or provide reasonable required changes to TRX within five (5) business days from its receipt of such plan. 
  
 (d) In the event the Service Process Requirements are not met by TRX within
the time period set forth in any corrective action plan, as approved or changed by Expedia, Expedia shall have the option to require TRX to pay Expedia an amount     *     of average daily gross revenues
earned by TRX pursuant to this Agreement (such average to be based upon the period of three (3) months prior to the date of Expedia’s exercise of its option to collect liquidated damages pursuant to this Section 9(d)), as liquidated damages and
not as penalty, for each additional day TRX fails to meet such Service Process Requirements. Such accrual of liquidated damages shall terminate upon the termination or expiration of this Agreement; however, the obligation to pay such accrued
liquidated damages shall continue until paid. 
  
 (e) In the event
the Service Process Requirements are not met by TRX within the time period set forth in any corrective action plan, as approved or changed by Expedia, Expedia shall have the right to terminate this Agreement for cause, with no further. obligation to
TRX under this Agreement. 
  
 (f) Any liquidated damages described
in this section shall be deducted from amounts due to TRX under Section 2 and Exhibit C. TRX shall pay directly to Expedia any liquidated damages in excess of such amounts due. The calculation of payments: of liquidated damages shall
be made as part of the regular monthly invoice described in Section 2, and TRX shall have thirty (30) days from the date of such invoice to make any required payments to Expedia. 
  
 (g) All remedies set forth in this section shall be in addition to and not in lieu of any other remedies available to
Expedia under this Agreement at law or in equity. 
  
 (h) EXCEPT
FOR PAYMENT OBLIGATIONS HEREUNDER, IN NO EVENT WILL TRX’S AGGREGATE, CUMULATIVE LIABILITY FOR ANY DAMAGES HEREUNDER EXCEED THE AGGREGATE OF FEES PAID BY EXPEDIA HEREUNDER FOR THE SERVICES PROVIDED DURING THE TWELVE (12) MONTH PERIOD THAT
IMMEDIATELY PRECEDES THE ACT WHICH GAVE RISE TO THE CLAM, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCTS LIABILITY OR OTHERWISE. Section 9(h) shall survive termination of the Agreement for any
reason. 
  
 10. Confidentiality and Publicity. 
  
 (a) Expedia and TRX agree that the terms of that certain Non-Disclosure
Agreement executed by the parties and dated March 21, 2001 shall be deemed incorporated herein, and further, that all terms and conditions of this Agreement shall be deemed Confidential Information as defined in such Non-Disclosure Agreement.

  
 (b) The parties acknowledge that monetary damages may not be a
sufficient remedy for unauthorized disclosure or use of Confidential Information and that the parties 

  

 16 
  
 * CONFIDENTIAL TREATMENT REQUESTED 








 
may seek, without waiving any other rights or remedies, such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

  
 (c) TRX shall not issue any press release or advertising
concerning TRX’s relationship with Expedia without Expedia’s prior written consent, except if TRX or a successor entity becomes a publicly traded company, and publicity is necessary, in the opinion of counsel, to comply with the
requirements of (i) any stock exchange on which the shares of TRX or such successor entity may be listed or (ii) any law, governmental regulation or order; and even then only after making a reasonable effort to consult with Expedia as to the
contents of any such publicity. The limitations in this Section 10(c) are not intended to restrict TRX’s ability to make any filings with the US Securities and Exchange Commission or similar state agencies that may be legally required if TRX or
a successor entity becomes publicly traded. 
  
 11. Notices and Requests.
All notices, authorizations, and requests in connection with this Agreement shall be deemed given on the day they are (i) deposited in the mail, postage prepaid, certified or registered, return receipt requested; or (ii) sent by air courier, charges
prepaid, with a confirming telefax; or (iii) transmitted, if transmitted by facsimile, and addressed as follows: 
  
 Notices to TRX: 
  
 TRX, INC. 
 6 West Druid Hills Drive

 Atlanta, GA 30329 
 ATTN: Chief
Executive Officer 
 Phone:     *     
 Fax:     *     
  
 With a copy to: Secretary  
  
 Notices to Expedia: 
  
 EXPEDIA, INC. 
 13810 SE Eastgate Way, Suite
400 
 Bellevue, WA 98005 
 ATTN:
V.P. Agency Operations 
 Phone:     *     
 Fax:     *     
  
 With a copy to: General Counsel 
  
 or to such other address as the party to receive the notice or request so designates by written notice to the other. 
  
 12. Audit. TRX shall keep all usual and proper records relating to its compliance with
the terms of this Agreement. Expedia reserves the right to, through the use of a mutually agreed to independent auditor, audit TRX’s systems and records specifically related to this 

  

 17 
  
 * CONFIDENTIAL TREATMENT REQUESTED 








 
Agreement during the term of this Agreement and for a period of three years thereafter, provided that such audit(s) shall be conducted during normal business
hours in such a manner as not to interfere unreasonably with the operations of TRX. Audit expenses shall be paid by Expedia unless material discrepancies are disclosed by the audit, in which case audit expenses shall be paid by TRX. Expedia’s
audit rights referred to in this section shall be reasonable in scope, but will be of an expansive scope if Expedia’s audit reveals material discrepancies. 
  

13. General. 
  
 (a) This Agreement shall be construed and controlled by the laws of the State of Washington, and TRX consents to jurisdiction and venue in the state and
federal courts sitting in the State of Washington. Process may be served on either party by US Mail, postage prepaid, certified or registered, return receipt requested, or by such other method as is authorized by law. 
  
 (b) Neither this Agreement, nor any terms or conditions contained herein,
shall be construed as creating a partnership, joint venture, agency relationship, employer/employee relationship or franchise. 
  
 (c) This Agreement, including all Exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof
and supersedes all prior and contemporaneous agreements or communications with respect to the subject matter hereof, with the exception of the Non-Disclosure Agreement between the parties referenced herein. This Agreement shall not be modified
except by a written agreement dated subsequent to the date of this Agreement and signed on behalf of TRX and Expedia by their respective duly authorized representatives. 
  
 (d) No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or
subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. 
  
 (e) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or
unenforceable, the remaining provisions shall remain in full force and effect. 
  
 (f) The rights and obligations hereunder shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto, provided any rights or obligations hereunder shall not be assigned by either
party without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing restriction with respect to assignment, (i) Expedia may assign this Agreement to an entity that will control
a majority of the Expedia Travel business without the prior written consent of TRX and (ii) if TRX is reorganized into another form of entity with the effect that the new entity owns substantially all of the current assets and business of TRX and
that the new entity is controlled (directly or indirectly) by the same person(s) as currently control TRX or if TRX effects an initial public offering of shares of its stock, this Agreement may be assigned to such new entity without prior written
consent of Expedia. 
  

 18 








 (g) In any suit or action to enforce any right or remedy under this Agreement or to interpret any
provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees. 
  
 (h) The section headings herein are for the convenience of the parties and shall not be deemed to supersede or modify any provisions. 
  
 (i) If either party is unable to perform under this Agreement due to
circumstances or causes beyond its control that (i) it could not by reasonable diligence have avoided and (ii) are not the same as the circumstances or causes described in Section 15, such party shall have the option, without liability, of
suspending performance of its obligations under this Agreement for the duration of such contingency upon written notice to the other party. However, either party may terminate this Agreement upon written notice to the other party in the event that
such other party has suspended performance of its obligations under this Agreement for more than thirty (30) days, provided however, such termination, if effected by Expedia, shall not be considered a termination of convenience. 
  
 (j) This Agreement does not constitute an offer by Expedia and shall not be
effective until signed by both parties. 
  
 (k) In the event that
TRX secures additional revenue resulting from base commissions exceeding the published Internet commission rate for air tickets, the parties agree that such additional revenue shall be divided as follows:
    *     to Expedia and     *     to TRX. In the event that TRX secures other additional revenue during the term of the Agreement in connection with the Services
provided to Expedia Travel, the parties agree that Expedia shall receive     *     of such other additional revenue. Both parties understand that it may be necessary for TRX to use an ARC number different from
the current ARC number owned by Expedia for purposes of collecting additional commission. Additionally, in the event of a material airline industry reduction in base commissions for either online or offline agencies that negatively and significantly
impacts either party, both parties shall agree to re-evaluate the economic terms of this Agreement in accordance with Section 14 of the Agreement. 
  
 14. Expedia and TRX agree that in the event that there are (i) significant economic changes in the travel industry, (ii) material changes in the scope of work
contemplated by this Agreement, or (iii) global political events that significantly affect the travel industry and such changes or events significantly and adversely impact the economic terms of this Agreement, then the parties will agree in good
faith to re-negotiate new economic terms for this Agreement in light of such change or event. If the parties fail to agree upon new economic terms the parties agree first to try in good faith to settle the dispute by mediation administered by the
American Arbitration Association under its Commercial Mediation Rules, with each party bearing its own expenses with respect to the mediation. Notwithstanding the foregoing paragraph, the parties acknowledge that nothing herein shall limit in any
manner the ability of either party to terminate the Agreement in accordance with Section 8(b) of the Agreement and that any such termination shall not be considered a breach of the mediation provision set forth in this paragraph. 
  

 19 
  
 * CONFIDENTIAL TREATMENT REQUESTED 








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

					
	 EXPEDIA, INC.
 13810 SE Eastgate Way Suite 400
 Bellevue, WA 98005
	 	 	 	 TRX, INC.
 6 West Druid Hills Drive
 Atlanta, GA 30329

			
	 /s/ Robb G Krieg
	 	 	 	 /s/ Norwood H. Davis III

	 By:
	 	 	 	 By:


  

					
			
	 Robb A Krieg
	 	 	 	 Norwood H. Davis III

	 Name (print)
	 	 	 	 Name (print)


  

					
			
	 Vice President, Agency OPs
	 	 	 	 President and CEO

	 Title
	 	 	 	 Title


  
 [SIGNATURE PAGE TO THE
AMENDED AND RESTATED EXPEDIA, INC./TRX, INC. 
 SERVICE AGREEMENT.] 
  

 20 








  
 Appendix 1 - Grant of
Rights 
  
 (a) Rights Grant. For the term of this
Agreement, TRX hereby expressly grants to Expedia a non-exclusive, royalty-free right to use the software set forth on Exhibit J hereto as it may be amended from time to time (the “Licensed Software”) for the sole purpose of providing
Services for Expedia.com customers. Licensed Software shall be accessible by Expedia over the Internet or in any other media (as determined by TRX in its sole discretion) as such Licensed Software is made available on a reasonable schedule
determined solely by TRX. Licensed Software may become unavailable from time to time. In such an event of unavailability, TRX’s sole obligation (and Expedia’s sole remedy) shall be for TRX to use reasonable efforts to promptly correct such
unavailability or other technical problems that disrupt TRX’s delivery of the Services. In no event may Expedia decompile, modify, reverse engineer, or otherwise attempt to access the source code of Licensed Software, or create derivative works
thereof. Expedia’s right to use Licensed Software will automatically terminate upon the termination of the Agreement. 
  
 (b) Expedia Provider Access and Use Right. The rights granted above include the limited, terminable, right for Expedia to allow its providers to
which it has outsourced its functions that require use of Licensed Software (“Expedia Providers”) the right to access and use such Licensed Software solely and for the limited purpose of such Expedia Providers providing Services for
Expedia.com customers on Expedia’s behalf. This access and use right is contingent upon Expedia providing sixty (60) days prior written notice to TRX of its intent to permit access and use and the name of the Expedia Provider to whom the
limited access and use right will apply, and TRX’s approval of such Expedia Provider, which shall not be unreasonably withheld. This access and use right is also contingent upon Expedia requiring all Expedia Providers to comply with the use and
non-disclosure restrictions stated in this Agreement including, but not limited to, the terms set forth in the Non-Disclosure Agreement. Expedia shall be responsible for any breach of such use and non-disclosure restrictions by Expedia Providers.
All access and use rights granted in this Section (b) of this Appendix shall automatically terminate upon the termination of the Agreement. 
  
 (c) Intellectual Property Rights. Except as specifically provided in this Appendix, Expedia shall not allow third parties other than Expedia
Providers for whom Expedia has provided notice to TRX, to use or access Licensed Software for any purpose whatsoever. Expedia acknowledges and agrees that Expedia does not and will not have any right, title and interest in and to any Licensed
Software, including any intellectual property related thereto, other than as expressly provided in this Appendix. This Appendix shall survive termination of the Agreement for any reason. 
  
 [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 
  

 21 








 Exhibit A - Services 
  
 TRX will provide the following travel services (the “Services”): 
  

			
	 Service

	 	 Description


		
	 1.      Take call
	 	Answer incoming call from EXPEDIA Travel customer who has made a reservation using EXPEDIA Travel but has not completed the reservation, or from EXPEDIA Travel customer in need of en route
travel assistance.
		
	 2.      Complete reservation
	 	Obtain any additional information required from EXPEDIA Travel Customer, including any necessary billing information; book travel reservation using ARC and BSP numbers assigned to EXPEDIA or
to TRX (including but not limited to those numbers assigned to TRX “Doing Business As Microsoft”); validate reservation and obtain confirmation from travel supplier.
		
	 3.      Issue air travel tickets
	 	Issue ARC or BSP tickets for airline travel purchased by EXPEDIA Travel customer.
		
	 4.      Distribute travel documents
	 	Prepare itinerary for EXPEDIA Travel customer showing all travel reservations and purchases; distribute and deliver to customer with any tickets issued via carrier pursuant to this
Agreement.
		
	 5.      Assist traveler
	 	Make any necessary changes to reservation; facilitate exchanges, refunds, rebookings, and cancellations in the event of travel interruption for any reason.
		
	 6.      Perform ARC/IATA Accounting
	 	Report to ARC and/or IATA weekly (or on a more frequent basis if required or permitted by ARC/IATA) all ARC/IATA transactions to enable payment of commissions to EXPEDIA; provide copies to
EXPEDIA.

  

 22 









			
		
	 7.      Invoice deferred payment travel suppliers (non-air)
	 	Cooperate with DESIGNATED CRS(S) to prepare invoices on behalf of EXPEDIA to car rental companies, hotels, and any other travel suppliers who are paid directly by EXPEDIA Travel customer at
time of travel, using the EXPEDIA-negotiated commission/event fee.
		
	 8.      Collect payments from deferred payment travel suppliers
	 	Operate a lockbox for receipt of commissions/transaction fees from deferred payment travel suppliers.
		
	 9.      Reconcile deferred payment commissions/transaction fees
	 	Reconcile commissions/transaction fees received from deferred payment travel suppliers with reservation records.
		
	 10.    Account for TRX-assigned EXPEDIA Travel commissions
	 	Account for EXPEDIA Travel reservations booked using TRX ARC or BSP numbers; include commissions/transaction fees so earned in amounts deposited daily to the EXPEDIA bank
account.
		
	 11.    Account for international travel
	 	Account for international or other “split ticketing” transactions from EXPEDIA Travel customers referred to TRX outside the U.S. domestic airline GDS systems; include 60% of
commissions so earned in amounts deposited daily to the EXPEDIA bank account.
		
	 12.    Remit commissions/transaction fees to EXPEDIA
	 	Deposit daily the commissions/transaction fees earned for EXPEDIA Travel reservations, including the EXPEDIA portion of international travel reservations, into the EXPEDIA bank
account.
		
	 13.    Perform reservation quality control
	 	Utilize CoRReTM and/or other quality control systems to maintain reservation quality standards pursuant to this Agreement, to obtain seat assignments, and to provide international travel immunization and visa requirements; provide
manual quality control at time of ticketing for manual reservations.
		
	 14.    Provide full accounting
	 	Prepare and submit reports to EXPEDIA pursuant to Exhibit F.

  

 23 








 Exhibit B – Service Process Requirements 
  
 1 Service Performance Measurements: The monthly Service Performance
Measurements are set forth below. The parties agree that no Call Backs or busy signals will be use to manage down call volume. Every six (6) months the parties shall review the then current Service Performance Measurement (“SPM”)
standards, scoring and weighting and discuss whether any changes to them should be made. In the event that the parties do not reach agreement regarding new SPMs or agree that no changes are warranted, the parties agree that the then current SPMs
shall continue in full force and effect until the end of the next consecutive six (6) month period. If during the measuring period of the SPMs, events outside of the control of TRX occur, the parties agree to take into consideration the impact of
such events on TRX’s ability to perform in accordance with the SPMs and make appropriate adjustments, if any. 
  

							
	ASA Score =<	  	    *    	  	 	  	    *    
	“	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    
	 	  	    *    	  	 	  	    *    

  

 24 
  
 * CONFIDENTIAL TREATMENT REQUESTED 









					
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
			
	 Email Average Speed of Answer

	  	ASA
(Hours)

	 	 SPM points


	ASA <=	  	    *    	 	    *    
	“	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
			
	 General Customer Survey

	  	Score %

	 	 SPM points


	Monthly avg. of survey questions is >=	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	Monthly avg. is >=	  	    *    	 	    *    
	 	  	    *    	 	    *    

  

 25 
  
 * CONFIDENTIAL TREATMENT REQUESTED 









					
	 Third Party Audit Results

	  	Score %

	 	 SPM Points


	Average score for month is >=	  	    *    	 	    *    
	“	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
			
	 Total SPM Score

	  	SPM
Points

	 	 ______


	If monthly SPM score total is >=	  	    *    	 	    *    
	If monthly SPM score total is =	  	    *    	 	    *    
	“	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	 	  	    *    	 	    *    
	If monthly SPM score total is <=	  	    *    	 	    *    

  

 26 
  
 * CONFIDENTIAL TREATMENT REQUESTED 








 2. SPM Goals; Consequences for Exceeding the SPM Goals: The SPM Goals (which are indicated in the table above) are
in effect from the Effective Date of the Agreement through the term of the Agreement. 
  
 (a) If TRX in any calendar month meets or exceeds the SPM Goals set forth above or other service criteria set from time to time by the parties, then Expedia shall pay the amounts
    *    . Within fifteen (15) days after the end of each     *     during the term of the Agreement, TRX shall invoice Expedia for any
    *     that TRX may have earned during the     *    . TRX shall include a statement in sufficient detail to determine the calculation of the
    *     Expedia shall pay the     *     within fifteen (15) days after receipt of the applicable invoice. 
  
 (b) By     *    , Expedia shall provide TRX a report forecasting the volume of
Tickets and the volume of Calls effective for the     *    . In the event Expedia does not provide TRX with     *    , then the last
    *    ; provided, however, if there is     *     , then     *     shall be deemed to be the actual ticket and call volume for
    *     preceding the Delivery Date. In the event that an Expedia     *     overestimates the actual number of Calls during
    *     by more than     *    , Expedia will reimburse TRX the Front Office Fee for the number of Calls below     *     of the
    *    . In addition, Expedia shall provide TRX at least     *     to any promotion. 
  
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 27 
  
 * CONFIDENTIAL TREATMENT REQUESTED 








 Exhibit C – Fees/Costs 
  

	1.	Payment: 

  
 (a) Expedia will pay TRX on a Ticket Processing Fee, Calls Answered Fee, Email Fee and Research Fee basis in accordance with the prices and terms set
forth in this Exhibit C, Section 1. 
  
 (b) Ticket
Processing Fee. Expedia shall pay TRX a Ticket Processing Fee which shall be the number of Tickets issued     *     multiplied by the price per Ticket based on the following table: 
  
 (1) Ticket Processing Fee 
  

			
	 Volume

	  	Price


	     *    
	  	    *    
	     *    
	  	    *    
	     *    
	  	    *    
	     *    
	  	    *    
	     *    
	  	    *    
	     *    
	  	    *    
	     *    
	  	    *    
	     *    
	  	    *    
	     *    
	  	    *    
	     *    
	  	    *    
	     *    
	  	    *    
	     *    
	  	    *    
	     *    
	  	    *    
	     *    
	  	    *    
	     *    
	  	    *    
	     *    
	  	    *    
	     *    
	  	    *    
	     *    
	  	    *    
	     *    
	  	    *    

  
 (2)
The Ticket Processing Fee is incremental. For example, if     *     Tickets were processed in     *    , the fee for the
    *     would be     *     and the fee for the next     *     tickets would be
    *    . 
  
 (3) “Ticket” shall refer to any unique air reservation created by Expedia on Expedia Points of Sale (defined as “Expedia.com”) and processed by TRX via the WorldSpan Global Distribution System. This includes
reservations generated by Expedia.com including     *     
  

 28 
  
 * CONFIDENTIAL TREATMENT REQUESTED 








 (4) “Ticket Processing Fee” as used herein shall encompass payment for
all Mid/Back Office Services that TRX has historically provided in support of Expedia.com reservations including the following: 
  

	 	•	 	Reservation file finishing and quality control through CORRE 

  

	 	•	 	Auto-ticketing (automated/robotic processes) 

  

	 	•	 	Manual ticketing as necessary 

  

	 	•	 	Post purchase ticketing functions including refunds, voids and exchanges 

  

	 	•	 	Support for LTA (lost ticket applications) reconciliation 

  

	 	•	 	Debit memo processing 

  

	 	•	 	Ticket distribution 

  

	 	•	 	ARC report processing and filing 

  

	 	•	 	Record keeping and accounting 

  

	 	•	 	Delivery emails 

  

	 	•	 	Automated schedule change processing and emails 

  
 “Ticket Processing Fee” shall also encompass payment for the following Services which have historically not been included as a part of a Mid/Back Office
Fee in support of Expedia.com reservations: 
  

	 	•	 	Right to use TRX Tools as outlined in Exhibit J to support exchanges and other standard ticketing functions handled by Online Service Representatives (OSRs) servicing
Expedia.com customers. This right is extended to third parties under the terms outlined in this Amendment. 

  

	 	•	 	Post purchase exception processing for non-air package products including but not limited to hotel and car reservations (example: cancellation of non-air package components like
hotels, cars and event tickets) 

  

	 	•	 	Commission management for standard and package air contracts 

  

	 	•	 	Commission management for negotiated corporate air contracts 

  

	 	•	 	Debit memo management for package air reservations 

  

	 	•	 	Distribution services for WWTE customers 

  

	 	•	 	Telecom management for call routing and distribution, GDS connectivity and infrastructure for the delivery of scripts and reporting 

  

	 	•	 	Ticket processing for Expedia Corporate Travel reservations including split ticketing, automated upgrades, automated seat selection, automated waitlist clearance


  

	 	•	 	Quality control and file finishing for pre and post ticketing through CORREX 

  

	 	•	 	Remote printer support if requested by Expedia and jointly defined by both parties 

  

	 	•	 	ARC management and filing for Expedia Corporate Travel and Expedia Package and WWTE ARC numbers 

  
 The parties may mutually agree in writing to include, exclude or further define these or other services within this definition of Ticket
Processing Fee. 
  

 29 








 (5) Expedia and TRX agree to track and measure the exception processing volume associated
with the Ticket Processing Fee. On an annual basis, the parties agree to review the exception processing volumes and, if necessary, to negotiate in good faith to mutually agree upon and establish exception thresholds and related pricing. 

 
 (c) Calls Answered Fee. Subject to Section 1(C)(2) of this
Exhibit C, Expedia shall pay TRX a Calls Answered Fee which shall be the number of Calls answered     *     multiplied by the price per Call answered based on the following table (“Calls Answered
Fee”): 
  
 (1) Calls Answered Fee:

  

			
	 Number of Calls Answered     *    

	  	Price per Call
Answered


	     *    
	  	    *    
	     *    
	  	    *    
	     *    
	  	    *    

  
 (2)
Notwithstanding the provisions of Section 1(C)(1) of this Exhibit C, for the period from the execution date of this Amendment     *    , the price per Call answered
    *     
  
 (3) TRX shall be under no obligation to answer any Calls in excess of     *     Calls in any given month. 
  
 (4) The Calls Answered Fee is incremental. For example, if     *     Calls are answered in
February 2004, the fee for the first     *     Calls would be     *     and the fee for the next     *     Calls would be
    *     
  
 (5) Expedia will guarantee TRX     *     Calls offered to TRX during a given calendar month “Minimum Call Threshold”. This guarantee shall be in effect
    *     Should Expedia not provide that minimum level of Calls offered to TRX, for that month Expedia will pay TRX the Minimum Threshold Fee (as defined herein) multiplied by the higher of
    *     or actual Calls Answered by TRX during the given month. 
  
 (6) Notwithstanding the provisions of Section 1(C)(7) of this Exhibit C and subject to Section 1(C)(3) of this Exhibit C,
the parties agree that for every calendar month of December during the Term, Expedia will pay     *     
  
 (7) Expedia will pay TRX the Calls Answered Fee (based on an assumption of     *     minutes per
telephone Call which includes talk time, hold time and after Call work, defined hereinafter as the “Call Standard”). In the case where actual telephone Call handling durations as defined previously are at or above
    *     minutes per telephone Call 

  

 30 
  
 * CONFIDENTIAL TREATMENT REQUESTED 








 
and TRX can substantiate claims in writing to Expedia’s reasonable satisfaction that material changes to Expedia’s Call handling tools or
procedures caused said increase in Call handling durations for     *    , Expedia has thirty (30) days from substantiation of such claims to correct and/or change said Expedia Call handling tools or procedures
in an effort to reduce Call handling durations to below     *     minutes per telephone Call. In the event Expedia does not assist in reducing Call durations to below
    *     minutes, TRX has the right to demand that the parties negotiate in good faith to mutually agree upon a new per Calls Answered Fee which will be paid retroactively to
    *    of the increased Call handling duration. In the case where actual Call handling durations are below     *     minutes for any
    *     Expedia has the right to demand that the parties negotiate in good faith to mutually agree upon a new per Calls Answered Fee to be paid retroactively to the
    *     of the decreased Call handling duration. 
  
 (8) Each month, TRX will calculate the “Schedule Change Ratio” by     *     will be
determined by multiplying (i) the difference of the number of outbound schedule change less the Target Schedule Change Calls (defined below) by (ii)     *     The ‘Target Schedule Change Calls” shall
mean the number equal to     *     multiplied by the number of Calls. 
  
 (d) Email Fee. Expedia shall pay TRX an Email Fee which shall be the number of emails answered (“Email”) multiplied by the price per
Email based on the following table: 
  
 (1)
Email Fee: 
  

			
	 Number of Emails
 answered
    *    

	  	Price per Email


	     *    
	  	    *    
	     *    
	  	    *    

  
 (2)
The Email Fee is     *     For example, if     *     Emails are received during a particular month, the fee for the first
    *     Emails would be     *     and the fee for the next     *     Emails would be
    *     
  

 31 
  
 * CONFIDENTIAL TREATMENT REQUESTED 








 (e) Cross-Sell Fees. 
  
 TRX agrees to offer and assist customers with the purchase of additional travel and travel related products
(“Cross-Sell Services”). TRX will provide Cross-Sell Services using a dedicated Admin Tool link provided by EI and in accordance with all directions, training, policies, and procedures as outlined by EI. EI will pay TRX fees for the
Cross-Sell Services in accordance with the prices set forth below. 
  

						
	 Product Sold

	  	 Conversion Threshold

	  	Fee Per Net
Transaction


	 Car Rental
	  	    *    	  	$	    *    
	 	  	    *    	  	$	    *    
	 GDS Hotel
	  	    *    	  	$	    *    
	 ESR Hotel
	  	    *    	  	$	    *    
	 	  	    *    	  	$	    *    

  
 (f) Research
Cases: Expedia will pay TRX a research fee of     *     (the “Research Fee”). In consideration of the Research Fee, TRX shall continue to handle customer service issues which require off-line
follow-up research with a vendor and/or Expedia. Research work will include verbal and/or written follow-up communication to the customer (except in such cases that vendor and/or Expedia will conduct such follow-up) and adequate documentation in the
ExpeRT CRM system. In addition to standard research for refunds and LTAs, TRX will provide a team of     *     dedicated TRX personnel who shall work with Expedia to research and resolve complex customer
service issues. Expedia agrees to increase the research fee in increments of     *     for each additional     *     tickets issued by TRX over
    *     
  
 (g) The
parties will actively work together to analyze the cause of Calls, inbound emails, and CRDs (what problems or issues motivate customers to Call, email, or CRD TRX), and improve these ratios (determine and implement a strategy/process design to
prevent or reduce the number of Calls, inbound emails and CRDs). 
  

	2.	Costs: 

  
 (a) Expedia shall bear the costs for the following items in connection with the Services (“Expedia Costs”): 
  
 (1)     *     
  
 (2)     *     
  
 (3)     *    


  

 32 
  
 * CONFIDENTIAL TREATMENT REQUESTED 








 
    *     
  
 (4)     *     
  
 (b) TRX shall bear all traditional costs associated with providing the Services (‘TRX Costs”). Traditional costs
are all costs that have been borne by TRX and Expedia as of the Effective Date, except for the Expedia Costs defined above and as may otherwise be set forth in the Agreement. 
  
 (c) Expedia may request reasonable changes in the scope or manner of performance of the Services being performed by TRX
hereunder. Upon receipt of each such request from Expedia (a “Change Request”), TRX will evaluate the impact that the Change Request will have on the resources required by TRX to perform the Services and the amounts then payable to TRX
hereunder. TRX will give an initial response to such requests to Expedia as to the results of such evaluation (a “Change Proposal”) within five (5) business days following receipt of that Change Request, unless otherwise agreed to by
Expedia. If Expedia does not receive a written response to the Change Request within five (5) business days, the Change Request is deemed accepted. In the event that, upon the request of Expedia, TRX performs Services not included under this
Agreement, Expedia shall bear any and all costs of such Services, including, but not limited to, technology development costs, as mutually, agreed upon by the parties. Notwithstanding the provisions of Section 3 of the Agreement, in the event TRX
provides technology development to Expedia as a Service not included under this Agreement, (i) if TRX charges Expedia below the then current market rate for such Service, TRX shall own any and all intellectual property rights for such developed
technology; and (ii) if TRX charges Expedia at or above the current market rate for such Service, Expedia shall own any and all intellectual property rights for such developed technology. 
  
 (d) Notwithstanding the requirements of Section l(j) of the Agreement, TRX agrees, at no charge, to annually provide to and
ensure that, all its employees and Expedia-permitted contractors and subcontractors performing any Services hereunder, agree to ‘ undertake and successfully complete a minimum of     *     of training to
prepare TRX to provide the Services outlined in this Agreement (the “Minimum Annual Training”).     *     per quarter of the aforementioned     *     of
training shall, if needed, be specifically related to enhancements to Expedia’s products and services which materially change the services provided by TRX. In the event that TRX determines that additional training is needed, due to Expedia
enhancements which materially change the services provided by TRX, TRX shall provide to Expedia, for review and approval, a proposed training plan, including a detailed description of the content of such training and the time required to conclude
such training (“TRX Training Request”). Expedia may request that TRX provide specific training in addition to the Minimum Annual Training (“Expedia Training Request”). Upon receipt of an Expedia Training Request, TRX will
evaluate the Expedia Training Request and provide a written proposal to Expedia as to the scope of the training, training schedule, and hours required to provide such training. Expedia agrees to provide the necessary training materials, for limited
duplication, upon request by TRX and 

  

 33 
  
 * CONFIDENTIAL TREATMENT REQUESTED 








 
following Expedia approval, to be used by TRX to provide training. Expedia agrees to pay TRX     *     for any
training provided by TRX under a TRX Training Request approved and accepted by Expedia, or an Expedia Training Request approved and accepted by TRX 
  
 (e)     *     
  
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 34 
  
 * CONFIDENTIAL TREATMENT REQUESTED 








 Exhibit D - Expedia Policies 
  
 Introduction 
  
 The following code of conduct is not a contract. It is intended solely to provide general guidance to vendors and their representatives to assist them in functioning
smoothly and efficiently while performing work for Expedia. 
  
 Expedia is
committed to promoting a positive work environment. We expect our vendors and their employees, agents, and subcontractors (collectively, “representatives”) to adhere to the same standards of conduct and behavior that we expect from our own
employees while you and your representatives are on Expedia property or doing business with Expedia. 
  
 The information outlined below is important and should be read carefully. All third party vendors will be required to educate and, when appropriate, train their representatives to ensure they are aware of
Expedia’s expectations regarding their behavior and the consequences of any breaches of Expedia policies. 
  
 The policies summarized below are non-exhaustive, and there may be other conduct not specifically listed that would be unacceptable. Expedia expects that vendors and their representatives will conduct themselves in a
professional manner at all times while on Expedia property or while doing business with Expedia. Expedia may require the immediate removal of any vendor representative who behaves in a manner that is unlawful or inconsistent with any Expedia policy,
or that is otherwise deemed harmful to Expedia’s business. 
  
 E-mail

  
 Electronic mail, or e-mail, provides an easy-to-use, efficient means of
communicating. The following guidelines for preparing and sending e-mail are designed to ensure that each vendor and its representatives use the e-mail system in an appropriate manner. 
  
 E-mail may not be used as a forum for political, religious, or other debates, or as a form of entertainment (for example, chain letters).
Use of e-mail must be limited to Expedia business. All e-mail group aliases (a pre-defined group of users) must be for Expedia business. 
  
 Expedia e-mail names are confidential. Do not give e-mail names to anyone outside of Expedia. Do not share your password with anyone, attempt to gain access to anyone
else’s e-mail account, or use another’s email account without permission. 
  
 Expedia prohibits obscene, profane, or otherwise offensive material from being broadcast across the Expedia network. 
  

 35 








 Non-solicitation Policy 
  

Expedia wants to provide a work environment that allows all employees, and all vendors and their representatives to complete their tasks with the least amount of
disruption. Accordingly, vendors, their representatives, and any other non-Expedia employees are not allowed (while on Expedia property or while using Expedia owned equipment) to engage in solicitation or distribution of literature. This policy
prohibits soliciting or handing out materials for any purpose. 
  
 TRX Access
to Information and Property 
  
 E-mail and its contents, as well as any other
data stored on or transmitted by Expedia-owned equipment, is the property of Expedia and may be accessed by Expedia at any time. Accordingly, the content of e-mail, voice mail, and similar data should not be regarded as protected by any personal
right of privacy. 
  
 Additionally, in order to evaluate and improve customer
service, Expedia may monitor, as necessary, the telephone calls of vendors and their representatives who work in customer service positions. 
  
 Any facilities or equipment, including but not limited to offices, desks, computers, electronic media, motor vehicles, or lockers used by vendors and their
representatives while on Expedia property or while conducting Expedia related business, may be accessed by Expedia as needed. Accordingly, you should not consider protected by any personal right of privacy anything brought onto or stored on Expedia
property stored on Expedia equipment, or used while working on Expedia related business. Any Expedia property used by vendors and their representatives while performing Expedia related business remains the property of Expedia. 
  
 Gifts 
  
 Expedia employees cannot accept payments of any amount or gifts or favors valued in excess of $100 from persons or firms with which we have
business dealings, unless prior approval is obtained from a vice president or more senior company official. Accordingly, you and your representatives should refrain from giving to Expedia employees gifts with a value of more than $100. 

 
 Proper Use of Software 
  
 The unauthorized duplication and use of software and/or documentation by Expedia vendors or
contractors is a violation of the copyright laws of the United States and all the other countries in which Expedia, Inc. and its subsidiaries maintain offices. This applies equally to Expedia software, whether a Beta or a final version, and to
non-Expedia software. Violation of copyright laws can subject vendors and Expedia to liability for significant civil and criminal penalties. In order for this effort to be effective and benefit the software industry, Expedia must lead by example.

  

 36 








 The following practices, unless granted by a specific license, are among those prohibited by this policy: 
  
 Making additional copies of third-party software products for your use on
other computers. 
  
 Making copies of software (third-party or
Expedia) for friends or associates. 
  
 Distributing software over
a network. 
  
 Providing copies of software to bulletin board
services 
  
 Helpdesk maintains a list of software products that have been
licensed to Expedia for network use or on a site-license basis. Each department that acquires third-party software is responsible for retaining proof of proper licensing of that software, such as end user license agreements, original disks and
manuals, and receipts. If you have questions regarding the terms of any third-party license agreement, contact Expedia Legal and Corporate Affairs. 
  
 Failure to follow this policy can result in action against the vendor and its representative, including termination of the vendor representative’s services and/or
termination of Expedia’s contract with the vendor. 
  
 Confidentiality

  
 All information supplied by Expedia to vendors and their representatives
should be regarded as confidential unless otherwise notified. Vendors and their representatives are not authorized to speak to the press on Expedia’s behalf, unless expressly authorized to do so by Expedia’s Public Relations group. Prior
to performing any work for Expedia, all vendors will be required to sign a contract that includes a nondisclosure agreement. 
  
 Vendor Standards 
  
 Expedia expects its chosen vendors to operate in the best interest of the company at all times. It is expected that all equipment, manpower & services will be provided at the highest quality level while
maintaining flexibility and cost effectiveness. 
  
 It is the responsibility of
the vendor to inform its Expedia contact (or a member of Expedia management) when situations develop that require the vendor to operate in direct violation of the guidelines set forth in this document. 
  
 Additionally, in the event a Expedia employee has a relationship (spouse or other family
relation, friend, domestic partner, etc.) with a vendor that might create a conflict of interest or the appearance of a conflict of interest, Expedia senior management approval is required prior to contracting for the services of said vendor.

  

 37 








 Exhibit E - TRX Deliverable 
  
 In addition to the Services to be provided by TRX pursuant to Section 1 and Exhibit A of this Agreement, TRX shall provide the
following: 
  
 1. Establishment and maintenance of CRS equipment and connectivity
to the Facilities; 
  
 2. IVR phone prompting and reporting (EXPEDIA reserves the
right to assume this responsibility), including call overflow capabilities to auxiliary facilities; 
  
 3. General ledger/back office accounting system sufficient to provide reports as set forth in Exhibit F and otherwise to provide the Services as set forth in this Agreement; 
  
 4. A copy of travel agency management reporting software used to provide reports specified in
Exhibit F, to be provided to EXPEDIA, as well as access to the Travel Agency Management Reporting Software; 
  
 5. Storage of agent coupons, voids, ARC sales reports, agent sales summaries, settlement authorization forms, and other necessary forms; 
  
 6. Risk assessment services for international travel; 
  
 7. Development of CoRRe to support email capability per TTG development specifications.

  
 8. CRS scripts to increase agent productivity. 
  
 9. Equipment to dynamically change IVR recording and equipment to play “hold”
advertising. 
  
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BLANK] 
  

 38 








 Exhibit F - TRX Reporting Requirements 
  
 TRX shall provide Expedia with data and reporting, including but not limited to, data
elements as specified below, and any other data or reporting that Expedia may reasonably ask for during the term of this Agreement. TRX agrees to provide sample data and reporting prior to implementation as requested by Expedia. Any such requested
data and reporting shall be approved by Expedia prior to implementation, which approval shall not be unreasonably withheld. 
  
 1. Daily Call Data. TRX shall archive daily phone statistics from 12:00 a.m.-12:00 a.m. daily. The month’s complete daily archive data will be made available
to Expedia within     *     per an electronic file format to be provided by Expedia. 
  
 Call Center Daily Statistics summary will include the following with daily totals: 
  

	 	•	 	# of US Tickets 

  

	 	•	 	$ of US Tickets 

  

	 	•	 	# of CA Tickets 

  

	 	•	 	$ of CA Tickets 

  

	 	•	 	E-Tkt Percentage (US Tickets Only) 

  

	 	•	 	# of Emails Received 

  

	 	•	 	# of Emails Sent 

  

	 	•	 	ASA Email 

  

	 	•	 	Email/Ticket Ratio 

  

	 	•	 	# Call Answered 

  

	 	•	 	ASA Phone 

  

	 	•	 	Abandon % >60 seconds 

  

	 	•	 	Call/Ticket Ratio 

  

	 	•	 	Staffed FTEs 

  
 2. TRX shall archive monthly phone statistics. The month’s complete daily archive data will be made available to Expedia within five (5) business days from the end of each calendar month, per an electronic file
format to be provided by Expedia. 
  
 Call Center Monthly Statistics summary will
include the following with monthly totals: 
  

	 	•	 	# of US Tickets 

  

	 	•	 	$ of US Tickets 

  

	 	•	 	# of CA Tickets 

  

	 	•	 	$ of CA Tickets 

  

	 	•	 	E-Tkt Percentage (US Tickets Only) 

  

	 	•	 	# of Emails Received 

  

	 	•	 	# of Emails Sent 

  

	 	•	 	ASA Email 

  

 39 
  
 * CONFIDENTIAL TREATMENT REQUESTED 









	 	•	 	Email/Ticket Ratio 

  

	 	•	 	# Call Answered 

  

	 	•	 	ASA Phone 

  

	 	•	 	Abandon % >60 seconds 

  

	 	•	 	Call/Ticket Ratio 

  
 3. Incident Reports. All issues and escalations generated by TRX, will be tracked/traced using a numerical code and procedure to be provided by Expedia. On an exception basis, Expedia may require TRX to track
specific incident types. Such information may include, but not be limited to, customer name, phone number, system configuration information and incident description. 
  
 4. Additional Reports. In addition to the reports described above, TRX shall provide the following reports to Expedia as specified by
the table below and in accordance with the Report Delivery Schedule below. The parties acknowledge and agree that the type, format, and due date of the Reports will be jointly developed by TRX and Expedia and are subject to change and that the
parties will work together to mutually agree upon such changes. 
  

							
	 Report Name

	  	Frequency

	  	 Due Date

	  	Deliver or Post


	 Weekly Credit Card Charge Back Debit Memos
	  	TBD	  	TBD	  	Expedia
	 FPM/HPM Issue Report
	  	Monthly	  	TBD	  	Expedia
	 CRD Escalated Issues Report
	  	TBD	  	TBD	  	Expedia
	 Debit Memo Payment Summary Report - Due on the same schedule as the Monthly Invoice(attached)
	  	Monthly	  	TBD	  	Expedia
	 LTA Report
	  	Monthly	  	TBD	  	Expedia
	 Monthly Invoices
  
 •      Service Invoice
  
 •      Bill Back Invoice
  
 •      Promotion
Line Invoice
  
 •      AAB Invoice
	  	Monthly	  	Due in accordance with the due dates set forth in the Report Delivery Schedule below	  	Expedia

  

 40 









							
	 End of Month Report (BOM)
	  	Monthly	  	TBD	  	Expedia
	 Monthly Business Review (MBR) Presentation
	  	Monthly	  	TBD	  	Expedia
	 Quarterly Business Review (QBR) Presentation
	  	Quarterly	  	TBD	  	Expedia

  
 5. Business Reviews. TRX shall
organize and present monthly and quarterly business reviews for Expedia. The agenda and expectations will be based on input from Expedia. In general, these meetings will include a TRX performance review, continuous improvement projects, management
status reviews, cost reduction initiatives and other operational areas and issues. At a minimum, TRX shall include: 
  

	 	•	 	Performance reviews by product; air, car, hotel reservations 

  

	 	•	 	Highlights and Lowlights 

  

	 	•	 	Performance against goals and metrics 

  

	 	•	 	Help Needed from Expedia 

  

	 	•	 	Priorities 

  

	 	•	 	Project Updates (i.e., Quality Initiatives, Tool training, etc.) 

  

	 	•	 	Update from last business review 

  

	 	•	 	Appendix with support data (as necessary) 

  
 Quarterly expectations: 
  

	 	•	 	Held the month following the Expedia Fiscal Quarter End (Jan, April, July, Oct) 

  

	 	•	 	Formal presentation shall be delivered in Bellevue, WA. 

  

	 	•	 	Audience: Expedia Customer Service Management and Operations Managers 

  

	 	•	 	Soft copies of presentation shall be made available five (5) business days prior to meeting. 

  
 Monthly expectations: 
  

	 	•	 	Held each month for the previous months’ activity 

  

	 	•	 	Informal presentation, held via teleconference 

  

	 	•	 	Audience: Customer Service Management. 

  

	 	•	 	Soft copies of presentation shall be made available two (2) business days prior to meeting 

  
 Expedia Report Obligations 
  
 Expedia will provide TRX with the following reports. Additional reports may be requested by TRX and will be jointly developed by TRX and Expedia. 
  

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	1.	General Survey Results–Expedia will provide TRX with     *     report of the General Call Center Customer Survey Results.
    *    The report will include the number of responses and the average score for each question. 

  

	2.	Average Speed of Answer (ASA) for calls transferred to     *     Expedia will provide TRX with a
    *     to include the number of calls transferred by TRX to     *     and the Average Speed of Answer for those respective calls.
    *     

  
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 * CONFIDENTIAL TREATMENT REQUESTED 








 Exhibit G - Rules for Use of Expedia’s Name 
  
 TRX’s use of Expedia’s name pursuant to the provisions of Section
3(a) of the Agreement is further conditioned upon the following restrictions: 
  
 (1) Restricted Use of Mark. TRX is not entitled to use the name “Expedia” on, without limitation, signage, letterhead, business cards, in advertising, telephone directory listings, invoices or
on any other materials connected to TRX’s business and business practices, except for those materials designed and approved by Expedia. TRX is not entitled either by implication or otherwise to any title in the Expedia trademarks, service
marks, trade names, logos or symbols. TRX agrees to comply with guidelines for use of the name “Expedia” as may be prescribed by Expedia from time to time. TRX agrees not to form a company, commercial organization, firm or legal entity
with a name incorporating as part of its name the word “Expedia” or any similar word and not to apply for any registration of or to claim any rights in the word “Expedia” or any similar word as a trade name, trademark or service
mark. 
  
 (2) Quality Requirements. TRX agrees that
use of Expedia’s name for answering incoming telephone calls from, making outbound callbacks to, and providing travel documents to Expedia Travel customers pursuant to providing Services, as permitted under the Agreement will be at the same
level of quality previously established by and as prescribed from time to time by Expedia and will be at least commensurate with industry standards. 
  
 (3) Reservation of Rights. All rights not expressly granted are reserved by Expedia. 
  
 (4) No Prejudice of Rights. TRX agrees not to take any action
or fail to take action which would prejudice the rights of Expedia in the name “Expedia” or any other trademark, service mark, logo, trade name or symbol of Expedia, Inc. 
  
 (5) Protection of Trademarks. Service Marks, Logos and Trade Names. TRX agrees to report to Expedia, as soon
as possible after it comes to TRX’s notice, any suspected infringement or disparaging use of the “Expedia” trade name or any trade name, trademark, service mark, logo, or symbol owned by Expedia. 
  
 (6) Misuse. This Agreement may be terminated immediately if TRX
misuses (including, but not limited to, infringement, disparagement and dilution) the name Expedia or any other trademark, service mark, logo, trade name or symbol of Expedia. 
  
 (7) No Further Conveyances. TRX shall not assign, transfer or sublicense the rights granted in the Agreement
or this Exhibit G (or any right granted herein) in any manner, except as specifically provided in this Agreement. 
  

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 EXHIBIT H - Certificate of Insurance 
  
 [Certificate of Insurance to be attached to final agreement]

  
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 EXHIBIT I - ACKNOWLEDGMENT 
  
 [TRX standard employee confidentiality agreement to be attached to final agreement, together with the following form of acknowledgment.]

  
 Acknowledgment 
  
 As a condition to having the opportunity to perform services in connection with the Expedia
service,                                  [Fill in Employee’s name]
                                 (“Employee”) hereby acknowledges and
agrees that all nonpublic information Employee learns about Expedia, Inc. (“Expedia”) and its business, Expedia Travel, in the course of Employee’s employment with TRX, Inc. (‘TRX”) is considered to be “Confidential
Information” under the Agreement between Employee and TRX and Employee shall keep such information confidential pursuant to the terms of such Agreement and for five (5) years after Employee acquires or learns such Confidential Information.

  
 Such Confidential Information shall include, without limitation, information
relating to released or unreleased Expedia software or hardware products or services, the marketing or promotion of any Expedia product or service, Expedia’s business policies or practices, and information Expedia receives from others that
Expedia is required to keep confidential. Confidential Information shall not include any information that (i) is or subsequently becomes publicly available without Employee’s breach of any obligation owed to TRX or Expedia, (ii) became known to
Employee prior to TRX’s or Expedia’s disclosure of such information to Employee, (iii) became known to Employee from a source other than TRX or Expedia other than by a breach of an obligation of confidentiality owed to TRX or Expedia, or
(iv) is independently developed by Employee. 
  

	
	 DATED: _____________

	
	  
	 (Signature)

	
	  
	 (Print Name)


  

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 EXHIBIT J - LICENSED SOFTWARE 
  
 1. Expedia Exchange Script 
  
 2. Expedia Universal Script 
  
 3. Ticket Partner 
  
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