EX-10.7



 Exhibit 10.7 

 
 



 
 CAR AND HOTEL DATABASE ADDENDUM 

This Car and Hotel Database Addendum dated January 23, 2013 (“Addendum”) is by and between Travelport, LP,
Travelport Global Distribution System, BV (collectively, “Travelport”) and Orbitz Worldwide, LLC (“Subscriber”) 
 WHEREAS, Subscriber and Travelport entered into to the Subscriber Agreement dated July 23, 2007 (“Agreement”); and 

WHEREAS, Subscriber and Travelport now desire to amend the Agreement to provide Subscriber with access to certain car and hotel
products and services, as elected by Subscriber, according to the further terms and conditions set forth herein. 
 NOW,
THEREFORE, it is agreed: 
  

	1.	Definitions. As used in this Addendum, the following terms will have the following meanings: 


“Car Content Database” means certain corollary information relative to car rental services distributed through the
Travelport GDS as described in Exhibit A hereto. 
 “Geocodes” refers to latitude and longitude data provided
for certain hotel properties and rental car facilities in the Travelport GDS. Travelport will provide Geocodes to Subscriber in a form and format to be agreed upon by the parties, in advance in writing, and will update Geocodes on a monthly basis,
as necessary. 
 “Hotel Content Database” means certain corollary information relative to hotel services
distributed through the Travelport GDS as described in Exhibit A hereto. 
  

	2.	 Term. The Addendum will be effective upon the later of (i) December 1, 2012 or (ii) the first day of the month in which
this Addendum is executed by both parties (except that if Travelport receives the executed Agreement from Subscriber after the 25th day of the month, then the effective date will be the first day of the following month), and will continue until the
earlier of, (a) the termination or expiration of the Agreement; or (b) 90 days following written notice of intent to terminate this Addendum by either Subscriber or Travelport. 



 

	3.	License Grant 

  

	 	A.	Travelport hereby grants to Subscriber a limited, non-exclusive, non-transferable, worldwide license to access and use the products selected below (“Licensed
Products”), subject to the further terms and conditions set forth in this Addendum, and at the fees specified below for each database (check as applicable): 


 

	 	x	Car Content Database: 

  

													
	 Description
	  	 	Per Unit Fee:	  	  	 	Discount:	  	  	 	Total Fee:	  
	 Implementation Fee:
	  	$	2,500.00	  	  	$	2,500.00	  	  	$	0.00	  
	 Monthly Maintenance Fee:
	  	$	2,500.00	  	  	$	2,500.00	  	  	$	0.00	  


  

					
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	 	x	Hotel Content Database: 

  

													
	 Description
	  	 	Per Unit Fee:	  	  	 	Discount:	  	  	 	Total Fee:	  
	 Implementation Fee:
	  	$	2,500.00	  	  	$	2,500.00	  	  	$	0.00	  
	 Monthly Maintenance Fee:
	  	$	2,500.00	  	  	$	2,500.00	  	  	$	0.00	  

  

	 	B.	The Licensed Products, including all accesses, data, specifications, and associated products, services and information provided to Subscriber hereunder will constitute
Services pursuant to the Agreement. Travelport reserves the right to modify the Licensed Products from time to time, including changing, terminating, modifying, replacing or adding to any of the specifications, features, or functions of the Licensed
Products or changing the level or type of support of the Licensed Products. If any such modifications result in a documented material adverse impact on the performance of the Licensed Products elected by Subscriber pursuant to section 3.A. of this
Addendum, then Subscriber may terminate this Addendum upon no fewer than 30 days’ prior written notice to Travelport. Subscriber will not, directly or indirectly, use or allow any third party to use the Licensed Products or any data derived
from the Licensed Products to: (i) transact, create, or process any reservation outside the Travelport GDS; (ii) develop or test software applications; (iii) develop, test, market, use, or permit any third party to use any technology,
product or service which is competitive with any existing or planned Travelport technology, product or service, as determined by Travelport in Travelport’s sole discretion; or (iv) service reservation made outside the Travelport GDS.


  

	4.	General Provisions; Continuation of Agreement 

  

	 	A.	This Addendum is subject to the Agreement, which is incorporated as if fully set forth herein. Except to the extent the Agreement is amended herein, the Agreement
remains in full force and effect. To the extent the terms of this Addendum are inconsistent with the terms of the Agreement, for purposes of this Addendum, the terms of this Addendum will control. 


 

	 	B.	This Addendum constitutes the full and final agreement between the parties with respect to the subject matter hereof, and unless otherwise provided, any prior
agreements, amendments and understandings, whether written or oral, are hereby superseded upon the complete execution of this Addendum by the parties. 

 This Addendum is agreed to by Subscriber and Travelport, through their duly authorized undersigned representatives, as follows: 

 

							
	Orbitz Worldwide, LLC:	 	 Travelport, LP:
 By: Travelport Holdings, LLC, as General Partner

				
	Signature:	 	  
	 	Signature:	 	  

				
	Print Name:	 	  
	 	Print Name:	 	 Teresa Brown

				
	Title:	 	  
	 	Title:	 	 Senior Manager, Contracts

				
	Date:	 	  
	 	Date:	 	  

		
		 	Travelport Global Distribution System, BV:
				
		 		 	Signature:	 	  

				
		 		 	Print Name:	 	 Marco van Ieperen

				
		 		 	Title:	 	 Director

				
		 		 	Date:	 	  



  

					
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 EXHIBIT A 
 Car Content Database: 
  

			
	Definition	 	Description
	1: Car Location Complete File	 	Rental locations including vendor code, airport city code, location code and number,
address and phone number
	2: Latitude/Longitude File	 	Latitudes and longitudes for car rental
locations

 Hotel Content Database: 
  

			
	Definition	 	Description
	1: Change File	 	List of Property Adds, Deletes and Chain code switches for the previous
month
	2: Property File	 	Chain code, property number, name, address, phone, property status, amenities, property
type, property location
	3: Property File Expanded	 	Property file plus description Keywords
	4: PC File 2	 	Chain code, property number, name, address, phone and property status
	5: Vendor File	 	Chain code and chain name
	6: Latitude/Longitude File	 	Chain code, Property number, Country code, Latitude,
Longitude


  

					
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