Exhibit 10.28


 


MAINTENANCE, DATA AND
OPERATIONS SERVICE LEVEL AGREEMENT


 


MAINTENANCE, DATA AND OPERATIONS SERVICE
LEVEL AGREEMENT (“Agreement”)
entered into as of the 3rd day of October, 2002 by and between ITA Software,
Inc. (“ITA”) and Galileo International, L.L.C.
(“Galileo”).


 


1.                   Introduction


 


This Maintenance, Data and Operations
Service Level Agreement covers standards for the provision of maintenance, data
and data management and support, and operations by ITA to Galileo, in
connection with that certain Software License Agreement dated as of October 3,
2002 between Galileo and ITA (the “License Agreement”). Capitalized terms used but not defined herein will
have the meaning ascribed thereto in the License Agreement.


 


In accordance with the License Agreement, ITA has granted to
Galileo a license to use the Licensed Software to search, select, generate,
sort and price air fares and determine seat availability, in order to provide
travel planning and related services. ITA maintains its data center
in the (***) facility in (***) and the (***)
facility in (***), and may establish
alternate or additional data centers. ITA will operate the Licensed
Software at its locations in (***)
and (***)
(collectively, the “Data Center”,
which shall include any other location to which ITA may, upon at least 90 days’
prior written notice to and consultation with Galileo, move its data center in
the future). To support Galileo, ITA will: (i) provide
maintenance and support for the Licensed Software, pursuant to Section 2 of this
Agreement (“Maintenance Services”), (ii)
provide data and data support relating to the Licensed Software, pursuant to
Section 3 of this Agreement (“Data Services”)
and (iii) operate the Licensed Software, pursuant to Section 4 of this
Agreement (“Operations Services”).


 


2.                   Maintenance Services


 


2.1                               Scope of Services


 


(a) The following are the
Maintenance Services that will be provided by ITA in connection with the
Licensed Software:


 


ITA shall:


 


(i)             develop and provide
corrections, changes, or workarounds (“Corrections”)
for any defects, errors, or malfunctions in the Licensed Software, discovered
by, or made known to, Galileo or ITA; provided that “Corrections” shall not
include development comprised within the definition of Customization contained
in paragraph (c) below;


 


(ii)          provide Galileo with all
improvements, modifications and enhancements (other than Customization, third
party customizations, and improvements, modifications or


 

















 


enhancements which are
developed by ITA for the exclusive use by its other customers and which ITA
does not have the right to license)  to the
Licensed Software which ITA shall make or acquire from time to time and which
ITA makes available to its licensees generally; provided, however, that Galileo
and ITA acknowledge that ITA does not presently develop software comprising
functionality or features for the exclusive use of individual customers; and


 


(iii)       provide Galileo with any
upgrade releases (“Upgrade Releases”)
to the Licensed Software, which ITA makes available to its licensees generally;
provided, however, that if any Upgrade Release contains significant new or
improved functionalities (including functionalities that may constitute changes
in industry-standard practices and/or data formats but the absence of which
does not prevent the Licensed Software from functioning as specified in the
License Agreement), ITA shall have the right to make such Upgrade Release
available to Galileo only upon the payment of additional license fees, or upon
such other terms, as ITA requires of its licensees generally therefor; (***).


 


(b) In the event that changes in industry-standard practices
and/or data formats (such as ATPCO file formats, ATPCO processing, SSIM
schedule formats and government or IATA mandates regarding taxes and passenger
facility charges (PFCs)) prevent the Licensed Software from functioning as
specified in the License Agreement, ITA shall, without charge to Galileo,
deliver updates to the Licensed Software to permit operation of the Licensed
Software in a manner equal to the functionality described in the License
Agreement. Such updates will be considered “Improvements” for the purposes of
this Section 2, and ITA shall effect such Improvements to the Licensed Software
within a reasonable time prior to the effective date of such industry change so
that such Improvements may be implemented no later than the effective date of
such change.


 


(c) When an Upgrade Release is available, ITA will make
available to Galileo a server (and any other necessary equipment) with such
Upgrade Release for testing by Galileo, and will notify Galileo thereof. Galileo
will inform ITA, within 60 days of such notice from ITA, of its completion of
any testing of such Upgrade Release and direct ITA as to whether or not to
implement such Upgrade Release in the production version of the Licensed
Software operated by ITA on behalf of Galileo. Galileo’s failure so to direct
ITA within 90 days after receipt of notice from ITA regarding the availability
of such Upgrade Release shall eliminate ITA’s obligation to provide Maintenance
Services until such Upgrade Release is implemented, unless (i) Galileo has
identified material defects, errors, or malfunctions in the Licensed Software
caused by such Upgrade Release; or (ii) the version of the Licensed Software
operated on behalf of Galileo is not more than one release older than the
then-current version. If, as contemplated by Section 2.1(a)(iii) above, ITA has
made an Upgrade Release available to Galileo which includes significant new or
improved functionalities subject to an additional charge which (when


 


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considered in the aggregate with any other charges previously applied
to other new or improved functionalities) exceeds (***) per year, and if Galileo
elects not to accept such new or improved functionalities, then ITA will
continue to make available to Galileo for the remainder of the initial term,
pursuant to the process described in the first two sentences of this paragraph
(c), Upgrade Releases that do not include such new or improved functionalities,
as well as Maintenance Services with respect to such Upgrade Releases.


 


(d) Subject to the
provisions of, and upon the conditions set forth in, Section 3(a) of the
License Agreement, in the event Galileo wishes ITA to perform Customization (as
defined below) of the Licensed Software, ITA will present Galileo with a
proposed Statement of Work (SOW) containing a description of the services that
ITA estimates will be required to perform such Enhancements or Customization,
and the cost thereof. Such cost will be computed based on a rate for software
developers of (***) per hour (or such lower rate as may be charged pursuant to
the provisions of Section 6(c) of the License Agreement), as well as
out-of-pocket expenses incurred. “Customization”
means the addition of features, or other changes, to the Licensed Software,
that are requested by Galileo to conform the Licensed Software to its specific
needs, policies, practices and/or operating environment.


 


(e) ITA will provide
Galileo, at no additional cost, with any revisions to the existing
Documentation developed or necessary to reflect all Corrections, Improvements,
Customization or Upgrade Releases for the Licensed Software.


 


(f) All computer programs
delivered pursuant to the Maintenance Services shall, unless otherwise agreed,
be considered “Licensed Software” and subject to all the terms and conditions
of the License Agreement.


 


(g) ITA currently
provides between three and four Upgrade Releases per year. ITA will not
materially change its release schedule without prior notification to and
consultation with Galileo. ITA will at all times provide Maintenance Services
for at least the current and one (1) previous Upgrade Release of the Licensed
Software; provided, however, that in the case of Improvements delivered
pursuant to paragraph (b), ITA will not be obligated to provide Maintenance
Services with respect to any prior Upgrade Release which does not incorporate
the industry changes comprised in such Improvements.


 


(h) ITA shall provide Maintenance Services
directly to Galileo but not to Online Users or (***).


 


(i)  ITA shall provide Maintenance Services to
Galileo in a manner that is at least pari passu with the Maintenance Services
ITA provides to its other licensees.


 


2.2                               Maintenance


 


ITA shall maintain a
technical support entry point in Massachusetts, identified by a dedicated phone
number and e-mail address, which will be staffed by knowledgeable ITA employees
capable of providing technical assistance regarding the Licensed Software, its
functionality, databases, operations, utilities and supporting documentation.
Such telephone or e-mail


 


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assistance will be available to Galileo on a daily basis during regular
working hours (9:00 a.m. to 6:00 p.m. Eastern time Monday through Friday) for
non-emergency problems (as defined in Section 5.1) and on a “24/7” (365 days
per year) basis for emergency problems. This technical support entry point will
also coordinate problem resolution and keep Galileo apprised of efforts to
remedy any problem situation until complete restoration of the service. First
line of support will be Galileo’s Help Desk, which will contact and escalate
problems to ITA when necessary.


 


3.                   Data Services


 


3.1                               Scope of Services


 


(a) ITA manages data feeds for schedule and faring data and
provides such data to the Licensed Software. ITA currently receives fare data
from (***), schedule data from (***) and certain industry data from the (***). ITA
also receives availability data through the (***) and maintains an availability
cache for the purpose of providing availability data to its licensees. Subject
to the conditions set forth in Section 3.2(c), ITA may receive availability
data from other sources, and may substitute such availability data for
availability data from (***). In addition, ITA may receive seat availability
information from (***) and may process such availability data for use with the
Licensed Software. The parties will consult with each other as to the
feasibility of substituting, when appropriate, (***) availability data for (***)
or other availability in the cache that ITA provides to Galileo hereunder.


 


(b) The operation of the Data Center (including all software
running in such facilities) is the sole responsibility of ITA.


 


(c) As part of the data management services provided
hereunder, ITA will (i) receive and manage availability data from (***), (***)
or other sources, as applicable, (ii) receive and manage downloads of fare,
schedule and industry data from (***), (***) and (***), respectively (or in
each case from such other commercially reasonable industry accepted sources as (***)
may reasonably determine), (iii) when and if available, receive and process
fare data from (***) with respect to its carriers (provided that the ability to
process (***) fare data may be considered a significant new or improved
functionality, governed by the provisions of 
Section 2.1(a)(iii) above), (iv) process such data described in clauses
(i), (ii) and (iii) such that it is in a form suitable for use with the
Licensed Software, and (v) provide such availability, fare, schedule and
industry data to the Licensed Software. ITA shall provide utilities to receive
and manage downloads of fare, schedule, and industry data from Galileo. All
fare, schedule, industry and availability data received from third parties is
collectively referred to as “Licensed Data”;
and (***), (***), (***), (***), (***) and any other parties from which Licensed
Data is obtained, are referred to as “Data Providers”.
(***) fare data is presently received (***) times per (***); (***) schedule
data is presently received (***) to (***) times per (***); IATA data is
received regularly; and availability data will be received on a continuous
basis.


 


(d)  If so requested
by Galileo, ITA will produce a Statement of Work, pursuant to Section 3(a) of
the License Agreement, for the receipt and management of schedule, fare and/or
industry data


 


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directly from Galileo. Such SOW will include determination of the
feasibility of receiving such data from Galileo and will also set forth any
resulting modifications to the cost and other provisions of this Agreement
related to such data. In the event Galileo proceeds with such SOW, then ITA
will receive schedule, fare and/or industry data directly from Galileo rather
than from (***), (***) and/or (***), as the case may be.


 


(e) It is a condition of ITA’s providing Licensed Data and
data services to Galileo hereunder that Licensed Data be used solely in
connection with the operation of the Licensed Software. Therefore, Galileo
agrees that it will not transfer or distribute the Licensed Data and that it
will use the Licensed Data only in connection with its operation of the
Licensed Software, and for no other purpose.


 


(f) The parties will develop a protocol to insure that ITA’s
loading of fare and schedule data onto the servers that provide data for
Galileo’s use of the Licensed Software occurs as directed by Galileo and
substantially simultaneously with Galileo’s loading of the same data onto its
own system; provided that all data shall be presented at once and ITA will not
be obligated to conform to a “rolling update” protocol.


 


3.2                               Data Providers


 


(a)  ITA presently has in place and will use
reasonable commercial efforts to maintain legal agreements, sufficient to cover
ITA’s legal obligations to perform hereunder, with Data Providers for the
provision of schedule, fare, industry and (subject to paragraph (b) below)
availability data for the operation of the Licensed Software. However, Galileo
acknowledges and agrees that such Data Providers are third parties which are
not in ITA’s control and which are subject to delay or failure. While ITA
agrees, as part of its obligations under this Agreement, to receive, load and
manage such data, ITA does not warrant the accuracy of such data (except that
the foregoing will not be deemed to relieve ITA from responsibility for
problems with data which are caused by ITA and not by a Data Provider). In
addition, ITA disclaims any and all liability resulting from or related to Data
Providers’ failure to provide data to ITA in a timely fashion.


 


(b)  Notwithstanding any other provision of this
Agreement, ITA disclaims any warranty as to the continued supply of
availability data from (***). In
the event (***) ceases to provide
ITA with availability data, ITA may take any actions which ITA in its sole
discretion deems appropriate with respect to the provision of such data. . No such
cessation by (***) will constitute
a breach by ITA of this Agreement, nor will Galileo have any right to recover
any damages, or take any other action against ITA (except as specifically
provided in Section 7.3(c)(iv) of the License Agreement) as a result thereof;
provided, that the foregoing will not be deemed to limit Galileo’s ability to
exercise any other rights or remedies, up to and including termination, as a
result of any breach by ITA of any other provision of this Agreement or the
License Agreement. ITA agrees that it will exercise its best efforts (subject
to ITA’s confidentiality obligations to third parties) to give Galileo the
greatest possible notice of a contemplated or threatened or actual loss of (***) availability information.


 


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(c)  In the event ITA elects to receive
availability data from a source other than or in addition to (***) or (***),
the availability information generated by the Licensed Software shall not
differ materially, in scope or quality, from that generated using the data
currently obtained from (***). ITA
shall notify Galileo not less than 30 days (or such lesser period as is
commercially practicable under the circumstances, in ITA’s reasonable judgment)
prior to switching or adding an availability data provider. ITA shall provide
reasonable cooperation and assistance to Galileo to enable it to evaluate the
quality of the alternate availability data. In the event Galileo reasonably
determines that the alternate availability data is materially different, in
scope or quality, than the availability data obtained from (***), Galileo shall so notify ITA and
the parties shall endeavor in good faith to resolve the deficiencies. In the
event such deficiencies are not resolved within thirty (30) days after delivery
of such notice, Galileo shall have the right to terminate this Agreement,
provided that no termination shall be effective until the dispute resolution
procedures set forth in Section 15 of the License Agreement have been
completed.


 


4.                   Operations Services


 


4.1                               Data Center


 


(a) ITA will operate and maintain the Data Center and
provide “Operations Services”, which will
include, without limitation, the acquisition, installation, maintenance,
upgrading, monitoring and all aspects of the operation of all computer hardware
and equipment, and all services related thereto necessary in connection with
the operation of the Licensed Software and the provision by ITA of the Data
Services provided hereunder.


 


(b) Initially, ITA will operate the Hardware (as defined in
Section 4.2) and provide Operations Services from its (***) facility. Galileo
may hereafter request that ITA provide Operations Services from an additional
location(s). In such event, ITA will prepare a proposal to Galileo for the
establishment of such additional location(s), which will include the
anticipated schedule and cost thereof.


 


(c) Appendix A sets forth ITA’s procedures currently in
place for the protection of the confidentiality of private fare information
relating to Galileo or its users which may be transmitted to ITA. From time to
time, as requested by either party, ITA and Galileo may consult with respect to
the modification of such procedures. ITA agrees that it will use commercially
reasonable efforts to follow such procedures as may be in place from time to
time.


 


(d)  The parties
acknowledge that they do not intend that ITA have access to any personally
identifiable user information, such as phone numbers and addresses, credit card
information, and/or employee account information of Galileo’s users (“Galileo
User Information”). In the event that ITA specifically agrees, in connection
with the performance of an SOW or otherwise, that ITA will have access to
Galileo User Information (provided that ITA may in its sole discretion reject
any SOW that would require it to receive Galileo User Information), such
information will be considered “Confidential Information” for the purposes of
Section 12 of the License Agreement, and ITA agrees to hold such information in
confidence, and protect such information, in accordance with the provisions of
such Section 12 of the License Agreement and applicable law. In addition, prior
to and as a condition of receiving any such Galileo User


 


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Information, ITA shall comply with Galileo’s reasonable policies,
standards, and guidelines for privacy, information protection, and information
and system security applicable thereto (which policies, standards, and
guidelines will be made available upon ITA’s reasonable request).


 


4.2                               Hardware


 


Simultaneously with the
execution of this Agreement, Galileo will inform ITA of the initial number of
fare searching/pricing servers it wishes ITA to operate exclusively on its
behalf. During the term of this Agreement, ITA will advise Galileo as to
changes in the Licensed Software or available hardware which would affect
Galileo’s server requirements. From time to time, Galileo may determine (with
such assistance from ITA as Galileo may reasonably request) to acquire
additional servers, and ITA will acquire such number of additional servers as
Galileo may direct. In connection therewith, ITA shall consult with Galileo and
will advise Galileo as to changes in settings or parameters that may result in
ITA’s requiring a smaller number of servers to perform the Operations Services.
ITA will determine, in its reasonable discretion in consultation with Galileo,
the servers, and other hardware and equipment (including ancillary equipment
such as availability servers and query distributors, etc.) (the “Hardware”) appropriate for Galileo’s use of the Licensed
Software at the Data Center and the provision by ITA of the Data Services
provided hereunder. ITA will replace Hardware
when and as warranted in its reasonable judgment (e.g.,
to take advantage of developments in technology, computing speed, memory,
etc.)  ITA shall, to the extent
reasonably possible, notify Galileo in advance of any software, data,
technology changes, or the like that would impact Galileo’s Hardware
requirements for operation of the Licensed Software.


 


4.3                               Operation
of Software


 


ITA will be responsible for all aspects of the operation of
the Licensed Software on behalf of Galileo, including the installation of
Upgrade Releases provided under the License Agreement. ITA will also monitor
the Licensed Software at the Data Center. ITA will not be responsible for
Galileo’s operation of Galileo’s web site or for the operation of any software
or hardware which is not located at the Data Center.


 


4.4                               Communications


 


(a)  ITA will receive queries from Galileo and
transmit responses from the Licensed Software, from the Data Center via
communications channels which may include either a virtual private network or
dedicated point-to-point circuits.


 


(b)  All hardware, software and services
associated with communications between the Data Center and any facility from
which Galileo may initiate queries to the Licensed Software (“Galileo Facility”),
including maintenance thereof, will be provided by Galileo at its own expense.


 


(c)  Galileo expressly
acknowledges that the flow of data to or from the Data Center will depend in
large part on the performance of hardware, software and services provided or
controlled by third party communications providers. ITA disclaims any and all
liability resulting from or


 


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related to Galileo’s inability to communicate with the Data Center, to
the extent such inability is the result of the failure of hardware, software or
services provided by such third party communication providers.


 


4.5                               Disaster Recovery


 


ITA will comply with the provisions of the Disaster Recovery
Plan (DRP) attached hereto as Appendix B, and shall provide Galileo with
notice of any material change to such DRP.


 


4.6                               Testing


 


ITA will perform, on a regular basis consistent with the
frequency employed for ITA’s other licensees, but no less often than hourly,
tests that measure the performance of the Licensed Software and the production
system on which it operates (including response time, resource allocation vs.
query volume), and provide the results of such tests
to Galileo consistent with the frequency employed for ITA’s other licensees,
but no less often than daily. ITA and Galileo will consult on particular
additional tests that Galileo may wish ITA to perform.


 


5.                   Performance Service Levels


 


5.1                               Problem Classification


 


Problems will be
classified in accordance with the following definitions:


 


(a)  Emergency Problems. The
following will be considered “emergency problems”:
(i) the Licensed Software is “unavailable” (as defined in Section 5.3(b)); (ii)
the Licensed Software is not being supplied with any fare data, or new fare
data is not loaded within (***) hours after ITA’s receipt thereof; (iii) the
Licensed Software is not being supplied with any schedule data, or new schedule
data is not loaded within (***) hours after ITA’s receipt thereof; (iv) except
under the circumstances described in Section 3.2(b), the Licensed Software is
not being supplied with any availability data, or the availability feed to the
Data Center is interrupted for a period exceeding (***) hours; (v) ITA fails to
synchronize data loading with Galileo, as contemplated by Section 3.1(e); (vi)
Galileo requests that ITA rollback either (A) the Licensed Software, to the
prior version thereof, or (B) a complete data load to the system running the
Licensed Software, to the prior version of the data; (vii) there is a
significant reduction ((***) or greater) in the percentage of fares priced
consistently by the Licensed Software and by Galileo’s faring system, measured
during any 60 minute period, from a consistency baseline established for each
License Month, based on the average daily percentage of fares priced
consistently by the two systems during the preceding License Month, excluding
the lowest five days of each month, provided that such reduction shall not be
considered an emergency problem if it was caused by a change made by Galileo to
its faring system; (viii) the Licensed Software’s response times have degraded,
as measured pursuant to the following paragraph; or (ix) the Licensed Software
is “offline” (i.e., does not respond to queries) for a period of two minutes or
longer.


 


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For the purposes of
determining whether the Licensed Software’s response times have degraded,
Galileo and ITA shall agree upon a reference data set that shall include
multiple itineraries between certain city pairs in important markets designated
by Galileo and upon a defined set of fares data, both of which shall be used to
determine appropriate response times for shopping queries, assuming certain
search parameters (such as depth of search). Galileo shall monitor the
processor response times periodically. If at any time following deployment of
the Licensed Software in a production environment, Galileo reasonably
determines that the query response time has degraded from the response times
experienced immediately prior to such time (such response times to be
determined by averaging response times calculated at regular intervals over a
24-hour period preceding the time such degradation is alleged to have
occurred), then the parties shall test the ITA software using the reference
data set. If the test results demonstrate that the response times have degraded
by more than (***)%, and the
correction thereof does not require the modification of the Licensed Software
by ITA, then such degradation will be considered an emergency problem for the
purposes of Section 5.1(a)(vii).


 


(b)  Non-Emergency Problems. All
problems that are not emergency problems, as defined in paragraph (a), will be
considered “non-emergency problems”. Without
limiting the foregoing, the following will be considered “non-emergency
problems”: (i) pricing errors in the Licensed Software that do not cause a
significant reduction in pricing consistency, as described in subsection
(a)(vii) above; and (ii) working with Data Providers (or Galileo, to the extent
it is a supplier of data) to correct erroneous data (including instances where
the software process the data correctly, but the data is not what a carrier
intended to file).


 


Notwithstanding the
foregoing definitions, the following will not be considered “problems” for the
purposes hereof: (i) failure of a Data Provider (as defined in Section 3.1(d))
or of Galileo to provide fares or schedule data in a timely fashion; (ii)
failure of telecommunications hardware or equipment which is not within ITA’s
control; (iii) requests for Customization 
(as defined in Section 2.1(c)) or (iv) problems caused by or arising
from events of Force Majeure (as defined in Section 7.4).


 


5.2                               Response
Times and Resolution Targets


 


ITA shall respond to and
use its reasonable commercial efforts to resolve problems in accordance with
the following guidelines, based upon the definitions set forth in Section 5.1:


 


(a)  Emergency problems: 
Emergency problems may be reported at any time (24 hours/7 days a week).
All relevant resources shall be applied 24/7 until the problem is resolved. The
target resolution time for emergency problems will be (***) minutes after
response.


 


(b)  Non-emergency problems:  Non-emergency problems may be reported by
e-mail at any time. ITA will apply appropriate resources (as determined by ITA
in its reasonable discretion) during regular working hours until the problem is
resolved. The target resolution time for non-emergency problems will be the
next scheduled upgrade in the case of software problems; provided that (i)
Galileo and ITA may work together to create a procedure whereby ITA may provide
a software “patch” prior to the next scheduled upgrade, as a result of either a
feature request or a software defect; and (ii) problems which ITA (in its
reasonable discretion, after


 


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consultation with Galileo) determines are insignificant may not be
addressed by ITA. In the case of non-emergency problems which are either
operations problems or data problems, ITA will apply relevant resources and
make commercially reasonable efforts to resolve such problems as soon as
practicable, and will inform Galileo of its target resolution time.


 


5.3                               Operations
– Uptime


 


(a)                                  Uptime. ITA shall maintain a minimum uptime of (***)%
(measured on a monthly basis) for the Licensed Software. Failure to meet this
uptime shall result in a credit to Galileo (representing a pro rata portion of
the monthly Operations Center Fee provided in Section 6 below payable by
Galileo for the month in which the failure occurred) to be applied against
future monthly Operations Fees as provided below:


 


	
  Uptime

  	
   

  	
  Contractual Credit (as a

  percentage of monthly

  Operations Center Fee to be

  abated)

  	
   

  
	
  (***)

  	
   

  	
  (***)

  	
   

  
	
  (***)

  	
   

  	
  (***)

  	
   

  
	
  (***)

  	
   

  	
  (***)

  	
   

  
	
  (***)

  	
   

  	
  (***)

  	
   

  
	
  (***)

  	
   

  	
  (***)

  	
   

  
	
  (***)

  	
   

  	
  (***)

  	
   

  
	
  (***)

  	
   

  	
  (***)

  	
   

  
	
  (***)

  	
   

  	
  (***)

  	
   

  



 


(b)  As used in
paragraph (a) above, “uptime” means
the number of minutes that the Licensed Software is not “unavailable”. The
Licensed Software will be considered “unavailable”
for any minute in which it fails to return “correct answers” to at least (***)%
of the test queries posed to the Licensed Software during such period. ITA will
cause test queries to be posed to the Licensed Software not less frequently
than (***), and will monitor the responses. “Correct
answers” will be defined as those answers that match the query that
was originally requested. For the purposes hereof, an answer will be deemed to
match a query if it comprises the same origin, destination and dates as those
in the query; provided, that if the Licensed Software fails to return an answer
because no itinerary with the requested origin, destination and/or dates was
possible, such answer will not be considered incorrect. Answers that match the
query originally requested, as described in the preceding sentence, but contain
incorrect prices, will not constitute “unavailability” for the purposes of this
paragraph.


 


(c)  If the Licensed
Software is unavailable, ITA will provide credits pursuant to paragraph (a)
unless such failure is due to any of the following: (i) an event of Force
Majeure (as defined in Section 7.4); (ii) acts or omissions of Galileo, or any
use or user of the Licensed Software authorized by Galileo; or (iii) Galileo’s
applications, equipment, or facilities.


 


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(d)  Galileo’s receipt of the credits set forth in
paragraph (a) above shall be Galileo’s sole and exclusive remedy for failure to
maintain uptime.


 


5.4                               Standard Operating Procedures


 


The procedures for
reporting, diagnosing, tracking and responding to problems are set forth in ITA’s
standard operating procedures for Galileo (“SOP”),
which is attached to this Agreement as Appendix C, as it may be amended
by the parties from time to time; provided, that ITA will give Galileo
reasonable prior notice of any anticipated major changes to the SOP.


 


6.                   Fees and Expenses


 


6.1                               Maintenance Services


 


There is no charge for the Maintenance Services described in
Sections 2.1(a) and 2.1(b), if the operation of the Licensed Software is hosted
by ITA and ITA is charging Galileo for at least 100 servers pursuant to Section
6.3.1. If ITA is charging Galileo for fewer than 100 servers, then the charge
for Maintenance Services will be (***) per month. If ITA is not hosting the
operation of the Licensed Software, then the charge for Maintenance Services
will be as set forth in Appendix D, attached hereto.


 


6.2.1                     Data Services


 


There is no charge for the Data Services described in
Section 3.1(d), if the operation of the Licensed Software is hosted by ITA and
ITA is charging Galileo for at least 100 servers pursuant to Section 6.3.1. If
ITA is charging Galileo for fewer than 100 servers, then the charge for Data
Services will be (***) per month. If ITA is not hosting the operation of the
Licensed Software, then the charge for Data Services will be as set forth in
Appendix D. The Data Services to be provided without charge (or subject to a
charge of (***), as the case may be) include the cost of processing private
fares only if such fares are filed with ATPCO. Any Data Services relating to
private fares which are not filed with ATPCO will be subject to a Statement of
Work (SOW) between the parties, as described in Section 2.1(c) above.


 


6.2.2                     Increase in Fares/Schedules Data Costs


 


In the event there is a material increase in the cost to ITA
of the fares and/or schedules data feeds which are provided hereunder from
those presently in effect, ITA reserves the right to increase the fee for Data
Services, in direct relation to such increase in data cost and the ITA
customers who use such data, upon 90 days’ prior written notice to Galileo. Notwithstanding
the foregoing, in the event of ITA’s notifying Galileo of such a material
increase, Galileo may use reasonable commercial efforts to obtain the right to
provide the affected data to ITA directly (for use on behalf of Galileo but not
ITA’s other customers, unless Galileo so agrees), in which event Galileo will
not be obligated to pay any amounts pursuant to this Section 6.2.2.


 


11

















 


6.2.3                     (***) Royalty


 


ITA’s agreement with (***) provides that ITA need not pay
royalties to (***) with respect to “products [licensed by ITA] which use Data
supplied to a customer of [ITA] pursuant to an agreement between such customer
of [ITA] and (***).”  In the event (***)
were to determine that Galileo were subject to a royalty payment by virtue of
the preceding provision, Galileo will reimburse ITA for the actual amount of
any such royalty payable to (***); provided that, in the event of ITA’s
notifying Galileo of such a royalty obligation Galileo may use reasonable
commercial efforts to obtain the right to provide such data to ITA directly
without additional cost to Galileo.


 


6.2.4                     (***) Royalty


 


ITA’s agreement with (***) provides that ITA may provide (***)
data to an ITA licensee without additional charges “if (i) the customer to
which ITA Software is providing the (***) Data is also a subscriber to the (***)
data or (ii) such customer’s use of the [ITA] Software utilizing the (***) Data
is hosted by ITA Software.”  In the event
(***) were to determine that Galileo were subject to a royalty payment by
virtue of the preceding provision, Galileo will reimburse ITA for the actual
amount of any such royalty payable to (***); provided that, in the event of ITA’s
notifying Galileo of such a royalty obligation Galileo may use reasonable
commercial efforts to obtain the right to provide such data to ITA directly
without additional cost to Galileo.


 


6.2.4                     Additional Charge for (***)
Availability Data


 


(a)          Galileo will pay an additional charge of
(***) for each “Non-Subscriber PNR”, if any, where “Non-Subscriber
PNR” has the meaning set forth in Appendix E. Such (***) charge may
be reduced in the event ITA is able to recover its fixed costs of obtaining (***)
availability data from the ITA licensees to which such data is provided. Notwithstanding
any provision herein to the contrary, the amount ITA charges Galileo for
availability data obtained from any source shall not exceed (***).


 


(b)         If the charge described in paragraph (a)
is applicable, Galileo will certify to ITA, within 25 days after the end of
each calendar quarter, the number of Non-Subscriber PNRs created during such
quarter. Notwithstanding the provisions of Section 6.5, Galileo will pay such
charge along with its delivery of such certification. In its certification to (***),
ITA will aggregate PNRs among its customers so as not to disclose the number of
PNRs attributable to Galileo.


 


(c)          It is the parties’ intention that the
charge described in paragraph (a) apply only to PNRs that are created by
Galileo customers to which the Licensed Software is made available. In the
event (***) asserts that ITA has not correctly calculated the number of
Non-Subscriber PNRs with respect to Galileo, then Galileo will immediately pay
ITA a charge of (***) for each additional Non-Subscriber PNR so asserted by (***)
for which Galileo has not theretofore paid the charge; provided, that in such
event ITA will, upon Galileo’s request and


 


12

















 


at Galileo’s expense
(including but not limited to legal fees), use its best efforts to assist
Galileo in contesting such assertion by (***).
Galileo shall have sole authority to prosecute, defend, and/or settle such
dispute, provided that no such settlement shall be entered into without ITA’s
consent if such settlement has the effect of either (i) requiring ITA to admit
any breach of contract or other wrongdoing, in contract, in tort or at equity;
(ii) obligating ITA or any other ITA customer, or having a reasonable probability
of obligating ITA or any other ITA customer, to make any payments to (***) or to any third party that ITA or
such customer would not have been obligated to pay absent such settlement;
(iii) in any other way changing any material obligation of ITA to (***) or to any third party; or (iv)
relieving (***) or any third party
of any material obligation or liability to ITA.


 


(d)         Prior to January 2004, in the event
Galileo is using (***) availability data, ITA will inform Galileo of the
termination of the initial term of the (***)-ITA contract. ITA and Galileo will
consult together as to what to the various options open to Galileo for
obtaining availability data. Beginning in January, 2004, ITA will cease to
provide (***) availability data to Galileo unless Galileo expressly agrees to
continue paying any costs which apply to the provision of such data under the
ITA-(***) agreement.


 


(e)          In the event that, at or following the
expiration of ITA’s agreement with (***) in January 2004, an increase in the
cost to Galileo of availability data causes the total amounts paid by Galileo
under this Agreement and the License Agreement to increase by more than (***),
then Galileo will have a one-time right, by notice given within 30 days of its
receipt from ITA of notice of such increase in the cost of availability data,
to terminate this Agreement and the License Agreement, effective as of the
effective date of such increase. Increases in the cost of availability data
attributable to PNR volume increases shall not be taken into account in
calculating the overall increase in the amount paid by Galileo hereunder. ITA
may request, prior to its price negotiation with (***) or with another
potential provider of availability information, that Galileo commit to use of
such availability information provided the cost thereof is limited to a
specified amount. In such event, such a commitment by Galileo will supersede
the provisions of the first sentence of this Section 6.2.4(e).


 


6.3                               Operations Services


 


6.3.1                     Data
Center


 


(a) Monthly Hardware
Cost. ITA will charge Galileo a monthly charge, which will be based
upon the number of dual process servers (both production and test servers)
included in the Hardware from time to time that are used for low fare searching.
Such charge will relate to the cost of maintaining Galileo’s operations at the
Data Center, and will be inclusive of all recurring acquisition, replacement,
upgrading, operation and maintenance costs of the Hardware (including fare
searching/pricing, availability and test servers as well as all other Hardware
for which ITA will not bill Galileo separately), rack space, bandwidth,
co-location, facility services, performance monitoring, networking charges,
telecommunications and other costs associated with operation of the Data Center.
The amount of this fee will be (***)
per month per dual


 


13

















 


process server, payable in equal monthly installments in advance
beginning September 1, 2002 and prorated for partial months. The price will be
subject to the following discounts, based on the number of dual process servers
in any one data center which are provided by ITA hereunder:


 


	
  Number of dual process servers in data center

  	
   

  	
  Monthly Fee per dual process server

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (***)

  	
   

  	
  (***)

  	
   

  
	
  (***)

  	
   

  	
  (***)

  	
   

  
	
  (***)

  	
   

  	
  (***)

  	
   

  
	
  (***)

  	
   

  	
  (***)

  	
   

  
	
  (***)

  	
   

  	
  (***)

  	
   

  
	
  (***)

  	
   

  	
  (***)

  	
   

  



 


The fee for Operations
Services will be graduated; in other words, servers 1 through 100 will be
priced at (***) regardless of any
discounts that may apply to higher numbers of servers or to servers at other
data centers. Notwithstanding the foregoing discount schedule, in the event
there is a material increase in the cost to ITA of the Hardware, rack space,
bandwidth, co-location, facility services, performance monitoring, networking
charges, telecommunications or other costs associated with operation of the
Data Center from those presently in effect, ITA reserves the right to increase
the per server fee for Operations Services, in direct relation to such increase
in ITA’s cost, upon 90 days’ prior written notice to Galileo; provided that in
no event will such fee be greater than (***)
per dual process server (subject to Section 6.4).


 


(b) Set-up Cost
for Additional Locations. ITA has provided Galileo, without charge,
with all necessary services in connection with the set-up of the (***) location. In the event Galileo
requests that ITA establish an additional location from which to provide
Operations Services, then Galileo will pay ITA a one-time charge with respect
to the services rendered by ITA in the establishment of such location (which
charge will be set forth in the proposal presented to Galileo pursuant to
Section 4.1(b)). In addition, for the purpose of computing a discount pursuant
to Section 6.3.1(a), the number of servers will be calculated separately for
each data center (i.e., in the event Galileo had
100 servers in each of two data centers, no discount would apply).


 


6.3.2                     Communications Costs


 


All
hardware, software and services associated with communications between the Data
Center and Galileo Facility, including maintenance thereof, will be for the
account of Galileo. In the event ITA contracts for such hardware, software
and/or services, Galileo will reimburse ITA for the cost thereof; provided,
that no such expenses will be incurred on Galileo’s account without prior
notice to and consultation with Galileo.


 


6.3.3                     Other Costs


 


In the event that ITA’s
personnel are obligated to travel outside of the greater Boston area in
connection with the provision of Maintenance Services, Data Services or
Operations Services pursuant to this Agreement, Galileo will pay ITA, with
respect to such travel, all out-of-pocket expenses thereof; provided that (1)
ITA obtains Galileo’s prior written approval before incurring


 


14

















 


such reimbursable expenses; or (2) such expenses are incurred in
accordance with Galileo’s then-current policy regarding such reimbursable
expenses (a copy of which Galileo agrees to provide ITA). ITA agrees to provide
Galileo with access to such original receipts, ledgers, and other records as
may be reasonably appropriate for Galileo or its accountants to verify the
amount and nature of any such expenses.


 


6.4                               CPI Increase


 


At any time after September 30, 2003, the hourly rate for
software developers set forth in Section 2.1(c), the fee for maintenance set
forth in Section 6.1, the fee for data services set forth in Section 6.2.1,
and/or the per-server fee for operations services set forth in Section 6.3.1
may be increased, at ITA’s option upon notice to Galileo, by an amount equal to
the CPI Increase. The “CPI Increase”
means the change (as of the date the most recently available) in the Bureau of
Labor Statistics Consumer Price Index – All Items (as reported in the Wall Street
Journal) from a base of September, 2002 through September of the year for which
such change applies.


 


6.5                               Payment Terms


 


All fees and expenses described in this Section 6 will be
invoiced by ITA, and each such invoice will be payable thirty (30) days after
receipt by Galileo. Any overdue invoices will accrue interest at the rate of
12% per annum from the date due until the date actually paid. In the event of a
good faith dispute as to any portion of an invoice, Galileo shall give written
notice to ITA, within fourteen (14) days after receiving such invoice, stating
the details of any such dispute and shall promptly pay any undisputed amount in
accordance with this Agreement. Unless specifically provided in this Agreement,
there shall be no other fees payable by Galileo. Prior to the effective date of
this Agreement, Galileo reimbursed ITA for the cost of acquiring certain
servers to be used by ITA in providing the Services. The aggregate amount of
such reimbursements shall be treated as a credit to Galileo’s account and shall
be applied to payment of the fees and expenses owed by Galileo hereunder until
expended.


 


7.                   General Provisions


 


7.1                               Warranties


 


ITA shall perform the
Maintenance Services, Data Services, Operations Services and all other services
specified herein in a good, workmanlike and professional manner using qualified
personnel fully familiar with the Licensed Software.


 


7.2                               Designated Account Managers


 


Galileo and ITA shall
each appoint an account manager (“Account Managers”)
who shall be responsible for all administrative matters pertaining to this
Agreement. The Account Managers will serve as primary point of contact for the
other party for any matter regarding this Agreement.


 


15

















 


Either party may replace the appointed Account Manager upon
delivery, prior to such change, to the other party of written notice of such
change.


 


7.3                               Term


 


(a)  The term of this
Agreement will be contemporaneous with the term of the License Agreement,
except that either party may terminate this Agreement in the event the other
party materially breaches any of its obligations hereunder and fails to cure
such breach within thirty (30) days (sixty (60) days in the case of a payment
default, provided that Galileo will make commercially reasonable efforts to pay
invoices in a timely fashion) after receipt of notice of such breach by the
non-breaching party.


 


(b)  (i) Galileo may
terminate the Operations Services set forth in Section 4 without cause, upon
120 days’ prior written notice to ITA. Galileo acknowledges that ITA will incur
out-of-pocket costs (and obligations for future costs) for hardware, facilities
or equipment, as well as the retention of personnel, as a result of its
commitment to provide Operations Services to Galileo hereunder. Therefore, upon
termination of Operations Services pursuant to this Section 7.3(b), Galileo
will pay ITA an amount determined as follows (in addition to the costs payable
under Section 6.3 during the notice period): (A) Galileo will pay ITA an amount
representing the residual value (i.e., cost
after depreciation) of the Hardware utilized by ITA solely to provide the
hosting services to Galileo, and upon such payment ITA will convey such
Hardware to Galileo (or its designee), (B) Galileo will pay ITA an amount
representing the anticipated cost to ITA of telecommunications lines,
colocation facilities, and other similar out-of-pocket expenses to which ITA
has committed as of the date of notice of termination (provided that at the
time of making any such commitments ITA will inform Galileo of the termination
provisions thereof, and will not enter into any such commitments exceeding one
year without Galileo’s prior consent), and (C) Galileo will pay ITA a fixed
amount representing the cost to ITA of personnel retained in order to provide
Operations Services to Galileo, which will be determined by the parties at the
time of development of the project plan referred to in clause (ii) below.


 


(ii)  In the event of
termination of Operations Services pursuant to this Section 7.3(b), the parties
will use work together in good faith to develop, during the notice period, a
project plan to ensure an orderly transition of the hosting to Galileo (or its
designated service provider) with minimal disruption to Galileo’s use of the
Licensed Software. Such project plan will include, without limitation, the
provision by ITA of reasonable transition assistance to Galileo and the
reimbursement by Galileo to ITA of any reasonable direct out-of-pocket and (on
an hourly basis) personnel expenses incurred in providing such transition
assistance. In addition, as part of the
transition plan, the parties will negotiate an amendment of this Agreement that
revises the provisions of Sections 5 and 6 (as well as such other provisions as
are affected by such termination) so as to be consistent with the fact that
Galileo, and not ITA, is operating the Licensed Software. If and when Galileo
or its designated service provider assumes responsibility for operating the
Licensed Software, the services to be provided by ITA shall be as set forth in
Appendix D, attached hereto.


 


16

















 


(c) 
If Galileo notifies
ITA of its termination of Operations Services pursuant to Section 7.3(b),
Galileo may also (but will not be obligated to) terminate Data Services
pursuant to Section 3, by notice to ITA given simultaneously with its notice of
termination of Operations Services.


 


7.4                               Force Majeure


 


ITA will not be
responsible or liable for, and will be excused from, any non-performance or
delay in the performance of any of its obligations under this Agreement if and
to the extent that such non-performance or delay (i) is caused by an act
of God, natural disaster, civil disturbance, war, fire, earthquakes, changes in
law, regulation or government policy, or non-performance by any third party
(including vendors or suppliers), or any other factor beyond the control of
ITA, whether or not foreseeable (“Force Majeure”),
and (ii) could not have been prevented by ITA’s taking normal and
customary precautions. In the event that ITA is excused from the performance of
its obligations pursuant to this Section 7.4, then ITA will use its reasonable
commercial efforts to resume performance of its obligations as soon as feasible.
If an event of Force Majeure prevents ITA from providing substantially all of
the services provided hereunder for more than (***) business days, then
beginning on the (***) business day Galileo’s obligation to pay for such
services pursuant to the provisions hereof shall be suspended until the
cessation of such Force Majeure. Notwithstanding the foregoing, if any event of
Force Majeure prevents, or is reasonably likely to prevent, ITA from providing
substantially all of the services provided hereunder for a period of more than
90 days, then Galileo shall have the right to terminate this Agreement (but not
the License Agreement), upon notice to ITA. In the event of such termination,
neither party will have any liability or obligation to the other under this
Agreement following the effective date of termination.


 


7.5                               Exclusivity of Remedies


 


The provisions of this Agreement constitute
the exclusive provisions applicable to ITA’s maintenance and support of the
Licensed Software and the provision and support of data and operations therefor.
ITA disclaims any and all warranties, express or implied, including but not
limited to warranties of merchantability or fitness for a particular purpose, except
as specifically set forth herein.


 


7.6                               Notices


 


Any notices given hereunder shall be given pursuant to and
as provided in the License Agreement. In addition, Galileo agrees that ITA may
provide invoices to Galileo by means of facsimile or email transmission.


 


7.7                               Limitation of
Liability/Indemnification


 


The parties’
indemnification obligations and the limitations of liability set forth in
Sections 9 and 10, respectively, of the License Agreement shall apply to this
Agreement.


 


17

















 


7.8                               Miscellaneous


 


(a) The parties will attempt to resolve any disputes arising
hereunder in accordance with the dispute resolutions provisions of Section 14
of the License Agreement.


 


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


 


(c) This Agreement, together with the License Agreement,
represents the entire agreement of the parties with respect to the subject
matter hereof and any other previous understanding, commitments, or agreement,
oral or written, between Galileo and ITA with respect to the subject matter
hereof.


 


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


 


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


 


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


 


(g) This Agreement may not be assigned by either party
except in connection with and under the circumstances permitted under the
License Agreement. Subject to the foregoing, this Agreement will be binding on
the parties and their respective successors and permitted assigns.


 


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


 


IN WITNESS WHEREOF, the parties have executed this Agreement
as of this 3rd day of October, 2002.


 


 


	
  ITA Software, Inc.

  	
   

  	
  Galileo
  International, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Jeremy Wertheimer

  	
   

  	
   

  	
  By:

  	
  /s/
  Kenneth Esterow

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Jeremy Wertheimer

  	
   

  	
   

  	
  Name:

  	
  Kenneth
  Esterow

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  President

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
									



 


18

















 


APPENDIX A


 


DESCRIPTION OF PROCEDURES FOR
PROTECTION OF CONFIDENTIALITY OF 

GALILEO PRIVATE FARES


 


ITA
receives fareloads (each of which comprises a complete set of fares and rules)
at its data center, via FTP, from (***). ITA’s network at its data center(s) is
firewall-protected to prevent outside access. When received, a fareload is
moved from the (***) area of the disk to the ITA buildserver. ITA’s buildserver
(***). For each ITA customer, (***). Each customer’s (***) is unique and not
accessible to any other customer. Private tariffs are normally identified as
relating to a particular ITA customer either by (***), (***), or by (***). No
customer has access to the “buildserver” area of the disk where all fares and
rules are stored. Specified ITA employees, whose positions reasonably require
access to the data center (such as employees in the operations department)


 


Initially,
Galileo will not provide ITA with either (***) or (***) to identify Galileo
private fares. Instead, ITA will make available to Galileo, at Galileo’s area
of the disk, both (1) public fares and (2) all fares received by ITA that ITA
cannot identify, based on either (***) or (***), as pertaining any other entity
(in addition to all). Galileo, and not ITA will be responsible for identifying
fares within this area as Galileo private fares.


 


ITA
will insure, through password-protected access, that no other ITA customer
gains access to the Galileo area of the disk. ITA will not responsible if
another ITA customer gains access to a Galileo private fare if the fare is made
accessible to another area of the disk as a result of either of the following
(1) the carrier filing the fare miscodes the fare or (2) (***) makes an error
in formatting or transmitting the fare.


 


ITA transmits each
fareload from the data center at which it is received to ITA’s other data
center, via the secure shell protocol (SSH).


 


ITA also transmits a copy
of each fareload to its office in Cambridge, Massachusetts. All ITA employees
have access, through their passwords, to the network on which the data is kept;
however, no access is permitted without a password. Network passwords are given
only to ITA employees; to the extent ITA gives access to its internal network
to anyone who is not an ITA employee, ITA will insure that such person does not
have access to the portions of the network that contain Galileo data.


 


19

















 


APPENDIX B


 


DISASTER RECOVERY PLAN


 


 


[attached as a separate document]


 


20

















 


APPENDIX C


 





 


ITA Software, Inc.


 


Standard Operating Procedures


(SOP)


 


for


 


 


Operating Support to


 


Galileo International, L.L.C.


 


21

















 


Introduction


 


The purpose of this Standard Operation
Procedure (SOP) document is to establish an approach for the reporting and
resolution of problems related to the operation of ITA Software’s Low Fare
Search (LFS) software, Availability Cache Server (AVS) software, and supporting
infrastructure.


 


It should be understood that this document is
technical in nature, and is not meant to replace the Service Level Agreement
which establishes many of the parameters and milestones which apply to this
document.


 


How a Problem Is Reported


 


(a)                                  Step 1: Classification


 


In order to report a problem, the following
information must be gathered:


 


•                       Summary of problem


•                       Details (any context, error messages, steps to reproduce,
screen-shots, query samples, or other data that would be useful in diagnosing
the problem). For low fare search queries, please include the query itself and
the results received.


•                       Software components being used


•                       Contact information (business and technical contacts with
phone and email information)


•                       Reproducibility (how often and/or reliably can the problem
be reproduced?)


•                       Severity of impact (no impact, intermittent failure, severe
failure, critical business impact)


•                       Date and time of first occurrence, duration and frequency of
occurrences.


 


Additional tools and procedures may be provided by ITA
Software at a later date to improve the customer’s ability to diagnose
problems. The results of applying these procedures and tools should be gathered
with any other problem detail.


 


(b)                                 Step 2: Reporting


 


For all non-emergency problems, the
classification information should be sent as email to:


 


help@itasoftware.com


 


This email should be brief, with a
descriptive subject. Any long errors, query files or the like should be
included as an attachment. No attachment should be over 800kB in length.


 


For emergency problems, call the ITA Software
Problem Reporting Hotline at:


 


(888)
206-6413


 


22

















 


If the hotline does not answer for any
reason, leave a voice message, and then send email to:


 


oncall-pager@itasoftware.com


 


(c)                                  Step 3: Tracking Assignment


 


All incoming requests will be assigned a
tracking number. This tracking number will be of the form XYYZZZZ (e.g.
T000001). This tracking number should be used as a reference in any ongoing
communications.


 


(d)                                 Step 4: Diagnosis


 


All problems are diagnosed in two stages.
First, a general assessment of the problem is made and those conclusions are
shared with the customer with an estimate of the complexity of the problem
rated 1-3.


 


•                       Complexity level 1 problems can be addressed during the
initial interaction with the customer, and no further interaction should be
required.


•                       Complexity level 2 problems require more extensive effort
and cannot be addressed during initial consultation with the user, but can be
addressed by a single engineer within the scope of their regular duties.


•                       Complexity level 3 problems require a non-trivial amount of
effort or new resources to solve. The solution to these problems requires the
assignment of a dedicated staff resource or the allocation of unbudgeted
resources.


 


For complexity level 2 and 3 problems, additional work may be required
after the initial user consultation. In these cases, a ticket number will
always be given to the user (either by email or during the call to the
hotline).


 


(e)                                  Step 5: Follow-up


 


Once information is received that points to
an ongoing operational problem, on-call operations engineers will apply
systematic diagnostic procedures to triage the problem and determine whether or
not there are any available workarounds. If it is confirmed to be a valid
problem of an operational nature that either has an immediate adverse impact or
has the potential to present a future adverse impact, the work to resolve the
problem will be started as soon as possible. If additional personnel resources
are required to address the incident, they will be notified.


 


The customer will then be updated as required
by ITA personnel in accordance with reporting guidelines outlined in the
ITA/Galileo SLA.


 


If the Galileo report is classified as a
feature request, request for information, user error or known problem, then the
report will be passed to the Galileo Customer Relations Manager (CRM) for
prioritization and tracking.


 


23

















 


APPENDIX D


 


OPERATIONS HOSTED BY GALILEO


 


If
and when Galileo (or its designated service provider) assumes responsibility
for hosting the operation of the Licensed Software, then the scope of services
ITA will provide to Galileo under the SLA will change as follows:


 


ITA
will continue to provide Maintenance Services pursuant to Section 2, except
that the parties may revise the process for testing Upgrade Releases as set
forth in Section 2.1(c).


 


ITA
will no longer need to provide Fares and Schedule data; ITA will, however,
still be required to provide the other Data Services specified in Section 3 as
requested by Galileo, including the provision of availability data to the
Licensed Software from the availability cache supplied by (***), Galileo or
another source. Presently, ITA uses operations scripts in connection with
loading of data to the Licensed Software; in the event Galileo terminates Data
Services, ITA will provide such scripts to Galileo as an accommodation;
however, such scripts will not be considered “Licensed Software” for warranty
purposes, unless the hardware configuration utilized by Galileo is approved by
ITA, and any services provided by ITA in connection therewith will not be
included in the Maintenance Services.


 


ITA
would no longer be obligated to operate the Data Center or provide Operations
Services described in Section 4, except to the extent (if any) that such
services are required to perform the Data Services relating to the provision of
availability data.


 


The
performance standards set forth in Section 5 will be modified as follows: the
parties will develop a standard for determining whether a problem is a software
problem or a data or operations problem. ITA will be responsible for
Maintenance Services with respect to software problems but not with respect to
any problems with data (other than availability data) or operations.


 


ITA
would provide Galileo advice and support related to operation, testing, and
performance measuring of the Licensed Software, as needed.


 


When
the parties develop a detailed project plan pursuant to Section 7.3(b)(ii), ITA
will inform Galileo of the fees that will be charged under Section 6 for
Maintenance Services and for Data Services (relating to availability data
only), including the advice and support referred to above. Such charges may be
fixed monthly charges, hourly charges based on services rendered, or some
combination thereof, and will be reasonably based upon ITA’s actual cost of
providing such services.


 


ITA,
in consultation with Galileo, will amend the Disaster Recovery Plan so as to be
consistent with the foregoing.


 


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APPENDIX E


 


DEFINITIONS RELATING TO
NON-SUBSCRIBER PNR CHARGE


 


“Non-Subscriber PNR” means a PNR created by a Non-Subscriber. In
connection therewith, the following terms have the respective meanings
indicated below:


 


“Availability Request” means a request from ITA for
availability information for flight segments on air carriers.


 


“Availability Response” means the (***) response to an Availability Request from
ITA.


 


“AVS Data” means data comprising additions or modifications
to the AVS Database.


 


“AVS Database” means, collectively, (i) a database, copies
of which will be maintained by both ITA and (***), comprising flight availability status
information relating to specific flights, dates, routings and classes of service;
and (ii) any additional information received by ITA from (***) relating to the use of such database.


 


“Echo Availability Screen” means (***) response to any request for availability
information which is received from a user of the (***) System (other than ITA).


 


“ITA Offering” means any product commercially offered by
ITA that includes any (***) Data.


 


“Non-Subscriber” means any User who does not process in the
(***) System substantially
all its travel transactions which are generated from ITA Offerings.


 


“PNR” means a passenger name record.


 


“User” means any person who uses an ITA Offering.


 


“(***) Data” means,
collectively, the AVS Database, AVS Data, Availability Responses and Echo
Availability Screens, and any compilation or derivative thereof, whether made
by (***), ITA or any third
party.


 


“(***) System” means the
computer reservations systems operated by (***).


 


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