Exhibit 10.26


 


MASTER SERVICES AGREEMENT


 


This Master Services Agreement (“Agreement”) is made as of March,     ,
2005 (“Effective Date”), between Pegasus
Solutions, Inc. (“Pegasus”) and Cendant
Travel Distribution Services Group, Inc. (“Customer”).


 


In consideration of the covenants and agreements set forth herein and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:


 


1.0 DEFINITIONS


 


1.1           All
capitalized terms not otherwise defined in this Agreement shall have the
following meanings:


 


(a)           “Affiliate” means
(i) any entity that is now or hereafter owned, leased or managed by Customer
that provides hotel distribution services; or (ii) any entity that is
controlled by Customer with access to the Services.


 


2.0 SERVICES


 


2.1           Services. Pursuant to a mutually agreed
plan, schedule of implementation and service level addendum, if applicable, and
subject to the performance by Customer of its duties set forth herein, during
the term of this Agreement, Pegasus will provide to Customer the services (“Services”)
described in the service schedules and applicable service level addendums (“Service
Schedules”) attached hereto and made a part of this Agreement.


 


2.2           Additional Services. Pegasus is not
obligated by this Agreement to provide any services to Customer other than the
Services. Notwithstanding the foregoing, if Pegasus introduces any additional
products or services to any of its customers in the future, Pegasus will
promptly give notice to Customer of such additional products or services and
will, upon Customer’s request, provide Customer with such products and services
pursuant to an agreed upon schedule and agreed upon pricing. If Pegasus and
Customer execute a service schedule for additional services, such additional
services shall thereafter be deemed to be Services, and such service schedule
shall thereafter be deemed to be a Service Schedule, shall be made a part of
this Agreement and shall be subject to the terms and conditions contained
herein. If Pegasus provides any services to Customer pursuant to a work order,
statement of work or similar document, such document being executed by both
Customer and Pegasus, which services are not subject to a Service Schedule,
such services shall be provided pursuant to the terms and conditions of this
Agreement and the contents of the governing work order, statement of work or
similar document, provided that if a conflict exists between the terms and
conditions of this Agreement and the contents of the governing work order,
statement of work or similar document, the terms and conditions of this
Agreement shall control.


 


3.0 GENERAL REQUIREMENTS


 


3.1           Cooperation. Customer agrees (a) to use
commercially reasonable efforts to cooperate fully with and provide reasonable
support for, and cause each Affiliate to cooperate fully with and provide
reasonable support for, Pegasus personnel with respect to the implementation,
maintenance and delivery of the Services in accordance with the terms of this
Agreement; (b) at Customer’s sole expense, to procure, operate, maintain and
manage (or cause each Affiliate to procure, operate, maintain and manage) at
each Affiliate’s premises and Customer’s permitted facilities, if any, such
hardware, software, equipment and communications capabilities and lines as may
be reasonably necessary for Customer and each Affiliate to access and receive
the Services  (and, to the extent
that the parties agree in writing that Pegasus will provide such communications
capabilities and lines to Customer and/or each Affiliate, to pay Pegasus for
the same as mutually agreed to in writing); and (c) that each party shall be
solely responsible for the performance of local and wide-area networks,
dedicated leased data lines, dial up lines, and all other communication
interfaces and related equipment used for any connections or interfaces
required to perform its obligations under this Agreement.


 


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3.2           Modifications and Enhancements.


 


(a)           Pegasus
reserves the right to modify or enhance the Services, and related processes and
procedures, at any time in its sole discretion, provided that (i) no such
modification or enhancement affects the functionality of the Services in a
material adverse manner, and (ii) Pegasus provides Customer, at no charge to
Customer, the same training, if any, that is provided at no charge to its other
customers receiving the same modification or enhancement, but in no event less
than the training provided at no charge to customers receiving the same
modification or enhancement; and (iii) Customer has the right to terminate the
Agreement if Customer determines that such modification or enhancement affects
the functionality of the Services in a material adverse manner, or will result
in additional cost to Customer. Customer agrees to cooperate and will use
commercially reasonable efforts to cause all Affiliates to cooperate with
Pegasus in connection with any modification or enhancement of the Services. Pegasus
will provide reasonable documentation relating to enhancements or modifications
to the Services. Pegasus will not be obligated to provide, maintain or support
any release or version of any Service other than the then-current release or
version of such Service or the release or version immediately preceding the
then-current release or version.


 


(b)           Pegasus
will use commercially reasonable efforts to implement each new release and
version of each Service in accordance with a mutually agreed implementation
schedule and shall provide Customer with reasonable notice in the event of any
delay in the implementation schedule; provided, however, Customer may not delay
implementation of any new release or version of a Service beyond the release
date of any subsequent release or version of such Service without Pegasus’
consent, which shall not be unreasonably withheld. Pegasus will provide
Customer with thirty (30) days notice of any reasonable changes (due to
upgrades, enhancements or discontinuing support) that Customer and/or
Affiliates must make to their third-party hardware, software, equipment and
communications capabilities and lines so that Customer and/or the Affiliates
can continue to access and receive the Services; provided, however, Customer
has the right to terminate the Agreement if it does not agree to any such
changes.


 


3.3           Accuracy of Data. Each party shall
cause all information provided by such party or its Affiliates to the other
party to be complete, accurate, and current, and in the form and format
required by the other party as previously provided to the party providing the
information  or as otherwise
mutually agreed to between the parties.


 


3.4           Extraordinary Service Needs. Customer
shall use commercially reasonable efforts to advise Pegasus in writing a
reasonable period of time prior to the occurrence of any events, including
without limitation special promotions, group or tour events and marketing
activities, that Customer knows will require significantly increased support or
levels of service from Pegasus or involve significantly increased usage of any
of the Services by Customer or any Affiliate.


 


3.5           Network Security.


 


(a)           Customer
shall (i) upon Pegasus’ request, identify the individuals given access by
Customer to Pegasus’ networks and systems and notify Pegasus of any changes to
such group; and (ii) implement and maintain policies and procedures
consistent with Customer’s responses to the most recent Pegasus-provided
network security survey. Pegasus shall have the right to deny any individual’s
access to Pegasus’ networks and systems due to security concerns; provided,
however, Pegasus has provided Customer with security requirements in advance
and shall provide Customer with the nature of such security concern and such
denial shall not be unreasonable.


 


(b)           To
the extent that Pegasus performs any of the Services via such electronic means,
and/or has access to Customer’s or its Affiliates’ electronic mail, Web site,
computer systems or networks, and/or other Internet systems, Pegasus shall
implement industry-standard security to protect Customer’s and its Affiliates’
computer systems, network devices and/or the data processed thereon against the
risk of penetration by, or exposure to, a third party via any system or feature
utilized by Pegasus in performing such work and/or accessing such systems. Unless
otherwise specified in the applicable Service Schedule(s), such protections
shall include, but not be limited to, (i) securing the computer systems and
network devices, (ii) protecting against intrusions of operating systems or
software, (iii) implementing access controls on all data, software or other
file-system objects limiting access to only authorized users,


 


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(iv) ensuring the integrity of all data stored or processed, and (v)
preventing the loss of data processed or transferred.


 


(c)           Pegasus
shall monitor all service, equipment, test environment, and communication links
for security breaches, violations and suspicious activity, and shall notify
Customer immediately in the event of any security breaches, violations or
suspicious activity


 


4.0 FEES AND COSTS


 


4.1           Fees and Costs. The parties agree to
pay the fees and costs for the Services as set forth in the Pricing Schedule
attached hereto and made a part of this Agreement.


 


4.2           Taxes. Customer shall pay all sales,
use, excise, value added and similar taxes and duties levied by any taxing
authority upon this Agreement or the services provided by Pegasus pursuant to
this Agreement other than taxes that are levied upon Pegasus’ net income or
payroll (collectively, “Taxes”).


 


4.3           Payment of Fees and Costs.


 


(a)           Except
as otherwise provided in the Pricing Schedule attached hereto or in any Service
Schedule, all undisputed amounts payable pursuant to this Agreement are due
within thirty (30) days of the date of receipt of each billing statement and
shall be paid in U.S. Dollars. If any amount is past due pursuant to this
Agreement, in addition to any rights of termination provided herein, the past
due party agrees to pay interest on such amount at the rate of (***) per month,
or the maximum rate allowed by law, whichever is lower; provided, however,
Customer shall not be charged interest if Pegasus is delinquent in
electronically deducting its fees.


 


(b)           A
party shall notify the other party in writing, within thirty (30) business days
of receipt of a billing statement, of any good faith dispute concerning any
amount reflected as due on such billing statement. Such notice shall include a
written statement identifying in reasonable detail the facts relating to the
dispute, the amount disputed and the relief requested or proposed. The dispute
of an amount due shall not relieve any obligations to pay all undisputed
amounts in accordance with this Agreement. The parties shall use good faith
efforts to resolve any such disputes in a timely manner.


 


4.4           Annual Increase. Deleted by agreement.


 


4.5           Third-Party Costs and Fees. Customer
acknowledges that any third party costs passed on by Pegasus to Customer may
not include discounts, rebates or credits received by Pegasus. All third party
charges shall be set forth on the applicable Pricing Schedule.


 


5.0 TERM


 


5.1           Term of Agreement. The term of this
Agreement shall begin on the Effective Date and shall continue until the term
of each Service Schedule, including all renewals and extensions thereof, has
terminated, provided that the term of this Agreement may be earlier terminated,
as specified below.


 


6.0 TERMINATION


 


6.1           Termination Upon Default. Upon the
occurrence of an Event of Default (as defined in Section 7.0 below) by
either party and the failure of the defaulting party to cure such Event of
Default after written notice and opportunity to cure as provided in Section
7.3 hereof, the non-defaulting party may terminate each Service Schedule
affected by such Event of Default upon written notice given to the defaulting
party within thirty (30) days of the expiration of the cure period. Upon the
occurrence of an Event of Default with respect to Section 4.1 hereof by
Customer, or Section 8.1 hereof by either party, and the failure of the
defaulting party to cure such Event of Default after written notice and
opportunity to cure as provided in Section 7.3 hereof, the
non-defaulting party may terminate this Agreement upon written notice given to
the defaulting party within thirty (30) days of the expiration of the cure
period.


 


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6.2           Effect of Termination. Upon the
termination of this Agreement or any Service Schedule (a) each billed party
shall promptly pay to the billing party all undisputed amounts due to such
billing party pursuant to this Agreement; and (b) the billing party may
continue to perform all or part of the Services consistent with past practices
as operationally necessary to finalize the termination of Services and the
billed party agrees to pay to the billing party the undisputed amounts for
those Services performed that would be payable if the Agreement had not
terminated. Following the payment to Pegasus of the amounts described in the
preceding sentence, Pegasus shall deliver to Customer, in a format supported by
the Pegasus systems used to provide the related Services, one or more data
files containing all of Customer’s data stored on such systems as of the date
of such termination.


 


6.3           Survival. Sections 6.2 (Effect of
Termination), 6.3 (Survival), 8.1 (Confidentiality), 9.1 (Pegasus Ownership),
9.2 (Customer Ownership), 9.3(b) (Use of Marks), 9.4 (Definition), , 10.1
(Indemnification), 10.2 (Representations and Warranties), 10.3 (Disclaimer of
Warranties), 10.4 (Limitation of Liability), 10.5 (No Consequential Damages),
11.2 (Law and Venue), 11.11 (Waiver) and 11.12 (Severability) hereof and any
rights or obligations of Pegasus or Customer that may have accrued as of the
termination of this Agreement shall survive such termination.


 


7.0 DEFAULT


 


7.1           Events of Default. Subject to Section
7.2 hereof, any one of the following listed occurrences shall be considered
an “Event of Default”:


 


(a)           Either
party hereto fails to pay any amount due hereunder within the time period
required;


 


(b)           Either
party hereto commits a material breach of this Agreement; or


 


(c)           Either
party ceases to do business as a going concern; becomes insolvent, bankrupt or
the subject of a receivership; makes an assignment for the benefit of its
creditors or enters into an arrangement with creditors in lieu thereof;
authorizes, applies for, or consents to the appointment of a trustee or
liquidator of all or substantially all of its assets or has proceedings seeking
such an appointment commenced against it which are not terminated within sixty
(60) days of such commencement; or has any substantial part of its property
subjected to any levy, seizure, assignment or sale for, or by any creditor or
governmental agency without said levy, seizure, assignment or sale being
lifted, released, reversed or satisfied within ten (10) days.


 


7.2           Force Majeure. The occurrence of an
event listed in Section 7.1(b) hereof will not constitute an Event of
Default if the occurrence is caused by or results from governmental regulation,
acts of God, terrorist acts, fire, war, civil unrest, power fluctuations or
outages, public utility failures, mechanical defects, or other events beyond
the control of the affected party, provided that if such event continues for
more than thirty (30) consecutive days, either party may terminate this
Agreement by providing notice to the other party as specified in Section
11.6 of this Agreement.


 


7.3           Notice of Default and Cure Period. Following
the occurrence of an Event of Default, the non-defaulting party may give
written notice to the defaulting party specifying the same. Except as otherwise
provided in the Pricing Schedule attached hereto or in any Service Schedule,
the defaulting party shall be entitled thirty (30) days after receipt of such
notice within which to cure any default.


 


8.0 CONFIDENTIALITY


 


8.1           Confidentiality. For purposes of this
Agreement, “Confidential Information” shall mean all information furnished by
one party hereto to the other in connection with this Agreement that is
designated or treated as confidential by the disclosing party; all information
concerning the design, functionality and operation of the Pegasus systems used
to provide the Services; and all Customer data generated by the operation of
such systems. Confidential Information shall not include any information that
(a) is already lawfully known by the receiving party when received as a matter
of record; (b) is independently developed
by the receiving party; (c) is now or hereafter becomes generally
available to the public through no fault of the receiving party; (d) is received by the receiving party from a third
party legally entitled to make such disclosure; or (e) is disclosed
after the receiving party obtains prior written approval from the disclosing
party for such disclosure. Neither party hereto


 


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shall use the other party’s Confidential Information for any purpose
other than to fulfill its obligations arising under this Agreement. Each party
hereto shall use reasonable efforts to keep confidential the other party’s
Confidential Information and the terms and pricing contained in this Agreement
and shall not disclose such information to any person or entity other than its
employees, agents, and affiliates who agree to comply with this Section 8.1
or other than as required to fulfill its obligations arising under this
Agreement. Each party hereto shall be responsible for the breach of this Section
8.1 by its employees, agents, and affiliates. After the termination of this
Agreement each party hereto shall promptly return to the other party or destroy
all original and duplicate copies of the other party’s Confidential Information
furnished to it upon the written request of the other party, provided that
Pegasus may retain in its records relating to its performance of the Services
Customer’s Confidential Information that is incorporated into such records in
the normal course of Pegasus’ business. Each party shall certify any such
destruction to the other party within five business days of such written
request. Notwithstanding this Section 8.1, Pegasus may use and disclose
data derived by Pegasus in the performance of this Agreement, provided that
neither Customer, nor any Affiliate or customer of any Affiliate, is
identifiable from such data. In the event that the receiving party is ordered,
by law, rule, regulation, governmental agency or court of competent
jurisdiction, to disclose Confidential Information of the disclosing party, the
receiving party will provide prompt notice of such order to the disclosing
party and cooperate with and assist the disclosing party, at the disclosing
party’s cost and expense, so that the disclosing party may limit the scope of
any disclosure. To the extent that Pegasus has access to personally
identifiable information (including, but not limited to, names, phone numbers,
addresses, credit card information, social security numbers, and/or account or
financial information) of Customer’s or its Affiliates’ employees, franchisees,
sales associates, brokers, or customers, Pegasus acknowledges and agrees that
such information is highly confidential and private in nature and agrees to
hold such information in the strictest of confidence, and protect such information,
in accordance with Customer’s privacy policies, the aforementioned
confidentiality provisions, and applicable law. Pegasus shall not use or
disclose such personally identifiable information without the prior written
consent of Customer and the applicable individual(s) to whom the information
belongs. In the event that Customer and the applicable individual(s) so
consent, Pegasus may disclose such personally identifiable information only to
the extent expressly permitted by Customer and such individual(s) and only in
accordance with the terms of this Agreement and applicable law.


 


8.2           No Hire. Deleted by agreement.


 


9.0 INTELLECTUAL PROPERTY RIGHTS; OWNERSHIP
OF DATA


 


9.1           Pegasus Ownership. Pegasus and its
licensors shall retain exclusive ownership of all right, title and interest,
including without limitation, all Intellectual Property Rights (as defined in Section
9.4 hereof), in and to the Services and the systems and software used by
Pegasus to provide the Services; the design, functionality, operation and
components of the same; all modifications, enhancements and upgrades to the
same; and Pegasus’ business methods. No right, title or interest of any kind in
the foregoing is granted to Customer or any Affiliate pursuant to this
Agreement.


 


9.2           Customer Ownership. Customer and its
licensors shall retain exclusive ownership of all right, title and interest,
including without limitation, all Intellectual Property Rights (as defined in
Section 9.4 hereof) in and to (a) Customer’s and Affiliates’ data residing on
the Pegasus systems; and (b) Customer’s and Affiliates’ images stored during
the term of this Agreement on Pegasus’ servers. No right, title or interest of
any kind in the foregoing is granted to Pegasus pursuant to this Agreement.


 


9.3           Use of Marks.


 


(a)           Customer
represents that it has the right to grant, and hereby grants, to Pegasus the
right to use and display, and store on Pegasus’ servers, Customer’s and
each applicable Affiliate’s trademarks, service marks, trade names, trade
dress, logos, names, and pictures (and those of any third party which are used
or provided by Customer and each of its applicable Affiliates) to the extent
necessary to perform Pegasus’ obligations in accordance with this Agreement.
Notwithstanding the preceding sentence, Pegasus acknowledges and agrees that it
will not obtain any right, title or interest in or to the foregoing pursuant to
this Agreement.


 


(b)           Customer
shall indemnify, defend and hold harmless Pegasus and its subsidiaries, and the
officers, directors employees and agents of the same, from and against all
losses, claims, liability, costs,


 


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damages, fines, and expenses (including all legal costs) incurred or
suffered by any of the indemnified parties that arise out of or in connection
with a third party claim based upon the actions described in the preceding
subsection (a) other than any losses, liability, costs, damages, fines or
expenses resulting from any indemnified party’s alteration or misuse of Customer’s
or any Affiliate’s trademarks, service marks, trade names, trade dress, logos,
names or pictures.


 


(c)           Neither
party shall use any of the trademarks, service marks, trade names, trade dress,
logos or name of the other party or its affiliates in any way including,
without limitation, in any advertising or promotional materials, without the
prior written approval of the owning party. Neither party nor any of its
affiliates shall obtain any right, title or interest in or to the other party’s
Intellectual Property Rights (as defined in Section 9.4 herein) pursuant to
this Agreement.


 


9.4           Definition. As used in this Agreement, “Intellectual
Property Rights” shall mean any and all now known or hereafter known tangible
and intangible (a) rights associated with works of authorship, including but
not limited to copyrights and moral rights; (b) trademark, trade name and trade
dress rights and similar rights; (c) trade secret rights; and (d) patents,
designs, algorithms and other industrial property rights; all other
intellectual and industrial property rights (of every kind and nature
throughout the world and however designated), whether arising by operation of
law, contract, license or otherwise; and all registrations, initial
applications, renewals, extensions, continuations, divisions or reissues
thereof now or hereafter in force.


 


9.5           Intellectual Property Indemnification. Should
any claim be raised by any third party alleging that Customer’s use of any of
the Services or Intellectual Property Rights constitute infringement of any
United States patent, copyright, license or other property right (an “IP Claim”),
Pegasus will, at its expense, defend such IP Claim and will indemnify Customer
from and against each claim, demand, loss, liability and expense (including
reasonable attorney’s fees) suffered or incurred by Customer as a result of or
in connection with any IP Claim, except to the extent that an IP Claim arises
as a result of (a) a breach by Customer of its obligations under this
Agreement; (b) any alteration or modification made by Customer to the Services;
(c) use of the Services by Customer in combination with hardware or software
not supplied by Pegasus; or (d) any third party’s access to or use of any of
Pegasus’ services. After receiving notice of an IP Claim, Customer shall
promptly advise Pegasus of the IP Claim. Excluding any settlement negotiations
which affect Customer, Pegasus may, at its sole option, assume sole control of
the defense of any IP Claim and any related settlement negotiations. Customer
shall give Pegasus all reasonable information and assistance, at Pegasus’s
expense, reasonably necessary to defend any IP Claim. Should Customer be
temporarily or permanently enjoined from using any Service or Intellectual
Property as a result of any IP Claim, Pegasus, at its own expense, will either
procure for Customer the right to continue to use the Service free from any IP
Claim or replace or modify the offending Service or Intellectual Property so
that its use by Customer becomes non-infringing, as soon as reasonably
practicable following the date on which Pegasus receives notice of such
injunction, or Customer may terminate this Agreement.


 


10.0 REPRESENTATIONS AND WARRANTIES;
DISCLAIMER OF WARRANTIES; INDEMNIFICATION;LIMITATION OF LIABILITY


 


10.1         Indemnification. Each party to this
Agreement agrees to indemnify and hold harmless the other party, the other
party’s subsidiaries and affiliates, and the respective successors and assigns
thereof, from any and all third party losses, liability, damages, costs,
claims, demands, actions, or suits, including reasonable attorneys’ fees and
court costs (collectively a “Claim”), which arise directly or indirectly out
of: (i) any breach of Sections 10.2(a), 10.2(b)(iii) or 10.2(b)(iv), (ii) with
respect to Pegasus, any loss, misdirection, or conversion of the funds remitted
to Pegasus that resulted from any error by Pegasus, or (iii) the gross
negligence or willful misconduct of the indemnifying party in connection with
its participation/performance hereunder. After receiving notice of a Claim
subject to indemnification hereunder, the indemnified party shall promptly
advise the indemnifying party of such Claim. Excluding any settlement
negotiations which affect the indemnified party, the indemnifying party may, at
its sole option, assume sole control of the defense of any Claim and any
related settlement negotiations. The indemnified party shall give the
indemnifying party all reasonable information and assistance, at the
indemnifying party’s expense, reasonably necessary to defend any Claim.


 


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10.2         Representations and Warranties.


 


(a)           Each
party warrants and represents to the other party that:  it is free of any contractual obligations
that would prevent it from entering into and performing its obligations under
this Agreement.


 


(b)           Pegasus
warrants and represents to Customer that:


 


(i)            It
will perform its obligations under this Agreement using all reasonable skill
and care;


 


(ii)           All
personnel assigned by Pegasus to perform Pegasus’ obligations under this
Agreement shall be competent and will perform their duties in a professional
manner;


 


(iii)          it
shall use commercially reasonable efforts to ensure, by means of recognized
diagnostic and security procedures, that the Services shall be free from
disabling programs or devices and contamination by any virus and that it will
not introduce any such disabling programs or devices and viruses onto the
Customer’s or Affiliate’s systems while performing the Services; and


 


(iv)          There
are no actions, suits or proceeding pending which shall have a material affect
on Pegasus’ ability to fulfill its obligations under this Agreement


 


10.3         Disclaimer of Warranties. EXCEPT AS SET
FORTH IN SECTION 10.2 ABOVE, NEITHER PARTY MAKES AND EACH PARTY HEREBY
SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE, MERCHANTABILITY, GOOD AND WORKMANLIKE PRODUCT OR SERVICE OR
NON-INFRINGEMENT, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.


 


10.4         Limitation of Liability. PEGASUS, ITS
SUBSIDIARIES AND AFFILIATES SHALL HAVE NO LIABILITY ARISING FROM OR RELATING TO
(i) THE FAILURE OF THE SERVICES TO OPERATE OR FUNCTION DUE TO APPLICATIONS,
EQUIPMENT, SERVICES, CONTENT OR NETWORKS PROVIDED BY CUSTOMER, AN AFFILIATE OR
A THIRD PARTY NOT ACTING AS PEGASUS’ AGENT; (ii) INTERRUPTIONS OF CUSTOMER’S OR
ANY AFFILIATE’S ACCESS TO THE SERVICES OR LOST OR ALTERED TRANSMISSIONS NOT
CAUSED BY PEGASUS; (iii) UNAUTHORIZED ACCESS TO OR THEFT, ALTERATION, LOSS OR
DESTRUCTION BY ANY THIRD PARTY OF CUSTOMER’S OR ANY AFFILIATE’S APPLICATIONS,
CONTENT, DATA, INFORMATION, NETWORKS OR SYSTEMS NOT CAUSED BY PEGASUS; (iv)
DATA PROVIDED OR ENTERED BY CUSTOMER, ANY AFFILIATE OR ANY THIRD PARTY (OTHER
THAN ANY ERROR OR OMISSION IN DATA CAUSED BY PEGASUS’, OR PEGASUS’ AGENTS’ OR
SUBCONTRACTORS’, ENTRY OF THAT DATA); OR (v) ANY GOOD OR SERVICE SUPPLIED TO
CUSTOMER OR AN AFFILIATE BY ANY THIRD PARTY THAT IS REFERRED BY PEGASUS OR THAT
HAS A HYPERLINK, ADVERTISEMENT OR OTHER PRESENCE ON ANY PAGE OR SCREEN
DISPLAYED BY PEGASUS. EXCEPT FOR EACH PARTY’S INDEMNIFICATION AND
CONFIDENTIALITY OBLIGATIONS, AND PAYMENT OBLIGATIONS, IN NO EVENT WILL EITHER
PARTY’S LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES AND COSTS PAID BY
CUSTOMER FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING
THE DATE OF THE CAUSE OF ACTION OR OCCURRENCE WHICH IS THE BASIS OF EITHER
PARTY’S CLAIM AGAINST THE OTHER PARTY.


 


10.5         No
Consequential Damages. EXCEPT FOR THE OBLIGATIONS SET FORTH HEREIN
PERTAINING TO CONFIDENTIALITY AND INDEMNIFICATION, IN NO EVENT WILL EITHER
PARTY, NOR ANY AFFILIATE, BE LIABLE FOR ANY PUNITIVE, INCIDENTAL OR
CONSEQUENTIAL DAMAGES IN ANY ACTION ARISING FROM OR RELATED TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), INTENDED CONDUCT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION,
DAMAGES RELATING TO THE LOSS OF PROFITS, INCOME OR GOODWILL, REGARDLESS OF WHETHER
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


 


11.0 MISCELLANEOUS


 


11.1         Mandatory Arbitration. Deleted by
agreement.


 


11.2         Law and Venue. If any dispute between
Pegasus and Customer arises out of this Agreement, the parties agree that the
laws of the State of New York, USA shall control without reference to its
conflict of laws principles. In the event Pegasus institutes any legal
proceeding relating to this Agreement against Customer,


 


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venue for such proceeding shall be in New York County, New York, and in
the event Customer institutes any legal proceeding relating to this Agreement
against Pegasus, venue for such proceeding shall be in Dallas County, Texas.


 


11.3         Compliance with Laws. Each party shall
fully comply with all material laws, regulations and governmental orders
applicable to their performance of this Agreement, including without limitation
those regarding trade sanctions, export control, data protection and the
processing of personal data. Notwithstanding anything to the contrary contained
in this Agreement, in no event shall either party or any of its affiliates be
required to perform hereunder to the extent that such party reasonably
concludes that such performance may violate any applicable law, regulation or
governmental order.


 


11.4         Status of Parties. This Agreement does
not constitute a partnership, joint venture, or similar arrangement between the
parties, and neither party nor any of their respective directors, officers,
employees or agents shall be deemed to be an agent, employee, or legal
representative of the other. Neither party hereto is authorized by this
Agreement to bind the other or otherwise act in the name of or on behalf of the
other. Nothing in this Agreement shall be construed to give any person or
entity other than Pegasus and Customer any legal or equitable right, remedy or
claim in connection with or arising from this Agreement.


 


11.5         Assignment. This Agreement is not
assignable by Pegasus or Customer without the prior written consent of the
other party, and such consent may not be unreasonably withheld or delayed. Notwithstanding
the foregoing, either party may assign this Agreement without consent in the
event of a merger, acquisition or sale of all or substantially all of its
assets provided the assignee unconditionally assumes the Agreement in writing. Either
party may assign this Agreement or any part of the Services to any of its
subsidiaries or affiliates without the other party’s consent. Any assignment of
this Agreement in violation of this section shall be void and unenforceable. Notwithstanding
the foregoing, if a Pegasus Change in Control occurs, Customer may terminate
this Agreement with sixty (60) days prior written notice. For purposes of this
provision, a “Pegasus Change in Control” means an event in which Pegasus
becomes controlled by, or an affiliate of, a Customer competitor. For purposes
of this provision, “controlled by” means the possession, directly or
indirectly, of the power to direct or cause the direction of management or
policies (whether through ownership of securities or partnership or other
ownership interests, or by contract). For purposes of this provision, “Customer
competitor” means Amadeus Global Travel Distribution S.A., Sabre, Inc.
(including Easy Sabre, Travelocity, Site59 and GetThere), Hotels.com,
Hotwire.com and Expedia Inc. (including Travelscape) and all subsidiaries and
affiliates of, and any successor entity to, any of the foregoing


 


11.6         Notices. All notices contemplated
hereby must be in writing and (a) personally delivered; (b) deposited in the
mail, first-class, registered or certified mail, return receipt requested, or
similar service with postage prepaid; or (c) sent by overnight courier service
(for next business day delivery if within the country of the sender or second
business day delivery if outside the country of the sender), shipping prepaid
as follows (or to such persons or addresses as any party may request by notice
duly given hereunder):


 


	
  If to Pegasus:

  	
   

  	
  If to Customer:

  
	
  Pegasus Solutions, Inc.

  8350 N. Central Expressway, Suite 1900

  Dallas, Texas 75206 USA

  Attn: Gideon Dean

  	
   

  	
  Cendant Travel Distribution Services Group

  7 Sylvan Way

  Parsippany, New Jersey 07054

  Attn: Jeff Horch, Hospitality Distribution

  
	
  cc: Ric L. Floyd, General Counsel

  at the same address

  	
   

  	
  cc: General Counsel,

  at the same address

  



 


Except as otherwise specified herein, notices will be deemed given and
received at the time of delivery or of refusal of delivery.


 


11.7         Entire Agreement; Controlling Language.
This Agreement, the Service Schedules and any other attachments hereto
constitute the entire agreement between Pegasus and Customer with respect to
the subject matter of this Agreement and supersedes and replaces any and all
other agreements and representations, verbal or written, with respect thereto. There
are no representations, warranties or agreements made or relied upon by either
party with respect to the subject matter of this Agreement that are not set
forth in this Agreement. This Agreement (including the Service Schedules and
any other attachments hereto) may not be amended or modified other than by a
written agreement executed by Customer and Pegasus. In the event of any
conflict between the


 


8

















 


terms of this Agreement and the terms of any Service Schedule, the
terms of this Agreement shall control. This Agreement has been executed in the
English language, which shall be the controlling language with respect to this
Agreement in all respects. Any translation of this Agreement into another
language is for convenience only and no such translation shall be binding
against the parties hereto.


 


11.8         Exclusive Agreement. Deleted by
agreement.


 


11.9         Successors and Assigns. This Agreement
shall be binding upon and will inure to the benefit of the legal
representatives, successors and duly authorized assigns of each party whether
resulting from merger, acquisition, reorganization or assignment pursuant to
the terms hereof.


 


11.10       Execution; Retention. This Agreement
may be executed in counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement enforceable against each party in accordance with its terms. A
signature delivered by facsimile transmission shall be effective to bind the
executing party. This Agreement may be retained or stored by either party
solely in an electronic format, and any reproduction of this Agreement by
reliable means from an electronic format shall be deemed an original.


 


11.11       Waiver. Except as otherwise provided
herein, the failure of a party hereto to exercise any of its rights or to
enforce any of the provisions of this Agreement on any occasion shall not be a
waiver of such right or provision, nor affect the right of such party
thereafter to enforce such right or provision.


 


11.12       Severability. If any provision of this
Agreement shall be held illegal, invalid or unenforceable by a court of
competent jurisdiction, in whole or in part, such provision shall be deemed
modified to the minimum extent necessary to make it legal, valid and
enforceable, and the legality, validity and enforceability of the remaining
provisions shall not be affected.


 


11.13       Insurance. At no cost to Customer,
Pegasus shall obtain and maintain commercial general liability insurance from
on or more companies having an A.M. Best’s Rating of A-VII or better, which
insurance will have minimum limits of $2,000,000 bodily injury and property
damage per occurrence; shall be occurrence based; and shall include personal
injury coverage.


 


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


 


	
  PEGASUS SOLUTIONS, INC.

  	
   

  	
  CENDANT TRAVEL DISTRIBUTION SERVICES GROUP, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Ralph E. Compton III

  	
   

  	
  By:

  	
  /s/
  JEFF HORCH

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Ralph
  E. Compton III

  	
   

  	
  Name:

  	
  Jeff
  Horch

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 


9

















 


	
  

  	
  UltraDirect Services

  Schedule

  



 


This UltraDirect Services Schedule is attached to and a part of the
Master Services Agreement with the Effective Date of                      ,
200    , by and between Pegasus Solutions, Inc. and Cendant
Travel Distribution Services Group, Inc.


 


1.             Definitions. All capitalized terms used
in this UltraDirect Services Schedule but not defined herein shall have the
meanings set forth elsewhere in this Agreement. In addition, the following
definitions shall apply for purposes of this UltraDirect Services Schedule:


 


(a)           UltraDirect Services Schedule Effective Date means
                     ,
200    .


 


(b)           Available
means that (i) the Reservation Function transmits Reservations Data materially
in accordance with the terms of this UltraDirect Services Schedule; and (ii)
the Reservation Function is accessible from the point at which the Pegasus data
center local area network intersects with the wide area networks over which
Reservations Data are transmitted to the Reservation Function pursuant to this
UltraDirect Services Schedule. It is the intent of both parties to work toward
valid responses from the central reservations systems represented. Pegasus’
contribution will include the Best Practices Certification initiative for CRS’s.


 


(c)           Customer’s
Web Site means the Internet site(s) created, maintained and hosted
by or on behalf of Customer with the following address(es):                          ,
and any successor or replacement site(s) created, maintained and hosted by or
on behalf of Customer.


 


(d)           Downtime
is the amount of time during which the Reservation Function is not Available,
subject to the provisions of subparagraph 8(c) of this UltraDirect Services
Schedule.


 


(e)           Fees
means those fees set forth in paragraphs 2 through 5 of the UltraDirect Pricing
Schedule to this Agreement.


 


(f)            Geo Search means functionality allowing an
accessor of Customer’s Web Site to receive, in response to a query, a list of
the lodging establishments whose information appears in the Online Distribution
Database that satisfy the following criteria: (i) a location described as
either a physical address or latitude and longitude; and (ii) a radial distance
in miles or kilometers specified from such location.


 


(g)           Geo
Search Maps means functionality allowing an accessor of Customer’s Services
to request and view a map showing the lodging establishments included in the
Online Distribution Database in response to a Geo Search query.


 


(h)           Issue
means a problem that causes a failure of, or a degradation in, the operation of
the Reservation Function or the Online Distribution Database


 


(i)            Look
to Book Ratio means the ratio of (i) the sum of Single Property
Availability Requests plus Multi-Property Availability Requests plus Rate Plan
Information Requests with respect to a particular time period, to (ii) Total
Reservations with respect to the same time period.


 


(j)            Maintenance
Window means the following hours, subject to change upon the agreement of  Pegasus
and Customer: (i) 10:00 p.m. to midnight, Mountain Standard Time (North
America), on each             Friday;
and (ii) 9:00 p.m. to midnight, Mountain Standard Time (North America), on each
Saturday.


 


(k)           Monitoring
Application means an automated monitoring application employed by Pegasus
that generates test messages, causes such messages to be transmitted throughout
the technology infrastructure used by Pegasus to deliver the Services and
records the results of each transmission for later analysis.


 


(l)            Multi-Property
Availability Request means a single request message for rates and
availability relating to two or more lodging properties that is transmitted
through the UltraDirect Interface pursuant to this UltraDirect Services
Schedule.


 


(m)          Net Reservations means the number of
reservations transmitted through the UltraDirect Interface during a particular
time period, less the number of cancellations of reservations transmitted
through the 


 


1

















 


UltraDirect Interface during the same time period.


 


(n)           Offensive
Content means content that, is defamatory, obscene, pornographic,
gratuitously violent or otherwise offensive.


 


(o)           Online Distribution Database means a
digital database of lodging data and images created and  maintained by
or for Pegasus.


 


(p)           Onward Distributor means a party other than
Pegasus or Customer that operates an electronic system that displays and
transmits Reservations Data which includes providers of metasearch or rate          auditing functionality
(also known as crawlers) that have contractual relationships with Customer.


 


(q)           Rate Plan Information Request means a
single request message for detailed information regarding a specified rate and
room type that is transmitted through the UltraDirect Interface pursuant to
this UltraDirect Services Schedule.


 


(r)            Reservations
Data means reservation rate and availability information, and information
relating to the making, changing and canceling of reservations.


 


(s)           Reservation
Function means Pegasus-provided functionality that transmits Reservations
Data between reservation systems and other systems.


 


(t)            Response Time means the time elapsed from
Customer’s submission of a valid request to Pegasus’ return of response
excluding time for respective CRS response.


 


(u)           Scheduled
Downtime means a period of time (i) during the Maintenance Window, (ii)
during which the Reservation Function is not Available, and (iii) with respect
to which Pegasus gives Customer  notice in compliance with
subparagraph 8(d) of this UltraDirect Services Schedule.


 


(v)           CRS Scheduled Downtime means a period of
time during which a particular CRS is not Available, and with respect to which
such CRS has given Pegasus advance notice.


 


(w)          Single Property Availability Request means
a single request message for rates and availability relating to one lodging
property that is transmitted through the UltraDirect Interface pursuant to this
UltraDirect Services Schedule.


 


(x)            Total Reservations means the total number
of reservation requests transmitted through the UltraDirect Interface pursuant
to this UltraDirect Services Schedule.


 


(y)           UltraDirect
Interface means an interface between (i) Customer’s Web Site and (ii) the
Online Distribution Database and the Pegasus system(s) performing the
Reservation Function.


 


(z)            UltraDirect
Services means the services described in paragraph 2 of this UltraDirect
Services Schedule.


 


2.             UltraDirect Services. Pegasus agrees to
(a) provide Customer with specifications for Customer’s use in creating and
implementing the UltraDirect Interface; (b) grant Customer’s Web Site access to
the Online Distribution Database and the Reservation Function through the UltraDirect
Interface created, implemented and maintained by Customer in conformity with
such specifications, for the purpose of permitting accessors of Customer’s Web
Site to view data residing in the Online Distribution Database and to transmit
and view Reservations Data; and (c) use commercially reasonable efforts to
support Customer’s implementation and maintenance of the UltraDirect Interface.


 


3.             Customer’s Duties.


 


General. Customer
shall (i) diligently create, implement and maintain the UltraDirect Interface
in accordance with this UltraDirect Services Schedule; (ii) be solely
responsible for the creation of all necessary URL links from Customer’s Web
Site to the Online Distribution Database and the Reservation Function; and
(iii) except as expressly permitted under this Agreement, not permit the Online
Distribution Database, the Reservation Function or the UltraDirect Interface to
be copied, downloaded, hyperlinked or in any manner used or redistributed in
whole or in part except as expressly permitted by this Agreement


 


2

















 


(a)           Onward Distributors. Except as set forth in
this paragraph, Customer shall not knowingly permit any third party, other than
end-user consumers who access Customer’s Web Site, access to or use of data
transmitted through the UltraDirect Interface. Customer may permit Onward
Distributors access to and use of data transmitted through the UltraDirect
Interface, subject to Pegasus’ right to prohibit such access and use by any
Onward Distributor, provided that


 


(i)                                     prior to
permitting such access and use by an Onward Distributor, Customer provides
written notice to such Onward Distributor stating that (A) such data and the
systems transmitting the same are the sole and exclusive property of Pegasus,
its licensors and/or the lodging establishments whose information appears in
the Online Distribution Database (provided Pegasus need not be named); and (B)
no right, title or interest of any kind in such systems or data is granted by
Pegasus to such Onward Distributor by virtue of its access to and use of such
data. [Our agreements with our affiliates make clear the data is owned by “Third
Parties” and “Suppliers” but do not mention Pegasus by name]


 


(ii)                                  Customer uses
reasonable efforts to terminate such access and use by any Onward Distributor
that displays Offensive Content on any electronic system maintained and hosted
by or on behalf of such Onward Distributor


 


(iii)                               In consideration of
Pegasus’ agreement to permit Onward Distributors access to and use of data
transmitted through the UltraDirect Interface, Customer hereby agrees to
indemnify, defend and hold harmless Pegasus, its directors, officers,
employees, agents, successors and assigns, from and against any and all
liability and every loss, cost, damage, claim, cause of action and expense
(including reasonable attorneys’ fees) paid or incurred by and one or more of
them arising from or attributable to such access or use by any Onward
Distributor or a user of any Onward Distributor in violation of the terms of
this Agreement provided such loss, cost, damage, claim, cause of action and
expense is not attributable to Pegasus’ negligence or misconduct (or that of
Pegasus’ affiliates).


 


(b)           Bursting; Look to Book Ratio.


 


(i)            Methods to Reduce Ratio. Each party shall
(i) confer with the other party in good faith regarding recommended methods for
reducing the Look to Book Ratio; and (ii) use
commercially reasonable efforts to implement those recommended methods that
Pegasus and Customer agree in good faith are practicable. Pegasus shall
continue to implement measures to improve system stability.


 


(ii)           Excess
Ratio. If the Look to Book Ratio exceeds 1,000:1 with respect to a
calendar  month
then:


 


(a)           The
Fees set forth in paragraph 3 of the UltraDirect Pricing Schedule apply; and


 


(b)           Pegasus
shall not be obligated to transmit Customer Reservations Data during the
calendar month immediately following such month to any central reservation
system to which the operator of such system has requested that Customer
Reservations Data not be transmitted, provided, however, that Pegasus promptly
notifies Customer of such request.


 


4.             Use of Reservation Function. If
information from the Online Distribution Database regarding a lodging
establishment is provided to an accessor of Customer’s Web Site or an Onward
Distributor, Customer shall use reasonable efforts to ensure that such accessor
of Customer’s Web Site or Onward Distributor transmits Reservations Data
regarding such lodging establishment exclusively through the Reservation
Function, provided that Pegasus’ sole remedy for a breach of this Section 4
shall be to terminate this Schedule upon thirty (30) days’ prior notice to
Customer.


 


5.             Offensive Content. Pegasus may
immediately terminate the provision of UltraDirect Services to Customer for any
period of time during which Customer’s Web Site, or any electronic system
maintained and hosted by or on behalf of an Onward Distributor with access to
and use of data transmitted through the UltraDirect Interface, displays any
Offensive Content. Notwithstanding the foregoing, before Pegasus exercises its
termination right set forth in the preceding sentence, Pegasus shall first
afford Customer the opportunity to remove such Offensive Content within
twenty-four (24) hours after receiving written notice from Pegasus.


 


6.             Data Transmission. The transmission of
data between Customer’s Web Site and the UltraDirect 


 


3

















 


Interface shall occur by such means as are mutually agreed by Customer
and Pegasus.


 


7.             Online Distribution Database Download. Pegasus
agrees to allow Customer, and Customer agrees to perform, a complete download
to Customer’s Web Site of all property-descriptive information in the Online
Distribution Database, such download to occur an a date mutually agreed by
Customer and Pegasus, but not occur after the 5th day of each month.
Pegasus agrees to allow, and Customer agrees to perform, on a daily basis
thereafter one (1) download to Customer’s Web Site of any property-descriptive
information in the Online Distribution Database that has been modified since
the last download. Customer further agrees to make a good faith effort to make
modified property-descriptive information accessible to accessors of Customer’s
Web Site within two (2) business days of Customer’s download of the same. Customer
shall not permit information downloaded pursuant to this paragraph to be
further downloaded to any third party system and shall not distribute such
information to any third party in any tangible medium. Upon the earlier of the
termination of this UltraDirect Services Schedule or such time as Customer
ceases to perform downloads as provided above, Customer shall promptly delete
from its systems all information downloaded pursuant to this paragraph which is
not publicly available elsewhere and shall promptly destroy or return to
Pegasus all physical copies of any such information. Upon Pegasus’ request,
Customer shall certify to Pegasus any such deletion, destruction and return within
five business days of receipt of such request.


 


8.             Service Availability Commitment.


 


(a)           Service Availability/Service Level Credit. If
Pegasus is unable to achieve a level of (***) Availability of the Reservation
Function during each calendar month as a percentage of all time during such
calendar month, Pegasus shall, as Customer’s sole and exclusive remedy for such
violation, pay to Customer in the following calendar month a fee calculated in
accordance with the following table:


 




	
  Availability of the 

  Reservation Function 

  During Each Calendar 

  Month

  	
   

  	
  Service Level Fee Payable by 

  Pegasus to Customer

  	
   

  	
  Service Level Fee Payable 

  by Pegasus to Customer

  
	
   

  	
   

  	
  (Effective Date through August 31, 

  2005)

  	
   

  	
  (September 1, 2005 onward)

  
	
  99.79% –99.75%

  	
   

  	
  (***) per Net Reservation

  	
   

  	
  (***) per Net Reservation

  
	
  99.74% –99.70%

  	
   

  	
  (***) per Net Reservation

  	
   

  	
  (***) per Net Reservation

  
	
  99.69% –99.60%

  	
   

  	
  (***) per Net Reservation

  	
   

  	
  (***) per Net Reservation

  
	
  99.59% – 99.50%

  	
   

  	
  (***) per Net Reservation

  	
   

  	
  (***) per Net Reservation

  
	
  99.49% – 99.40%

  	
   

  	
  (***) per Net Reservation

  	
   

  	
  (***) per Net Reservation

  
	
  99.39%–99.01%

  	
   

  	
  (***) per Net Reservation

  	
   

  	
  (***) per Net Reservation

  
	
  99.00% – below

  	
   

  	
  (***) per Net Reservation

  	
   

  	
  (***) per Net Reservation

  






 


In the event Customer owes Pegasus any amounts under this Agreement,
Pegasus will offset/credit the Service Level Fees specified above payable by
Pegasus against any such amounts owed to Pegasus by Customer.


 


(b)           Downtime Measurement. The amount of
Downtime during any period will be determined by reference to the results
recorded by the Monitoring Application and agreed upon by Pegasus and Customer
(agreement not to be unreasonably withheld by either party). Downtime end times
will be demarked by written (email) notification by Pegasus to Customer.


 


(c)           Downtime Exclusions. Downtime shall not
include any time during which the Reservation Function is not Available due to:


 


(i)                                     up to four (4)
hours of Scheduled Downtime per calendar month


 


(ii)                                  acts or omissions of
any party other than Pegasus or Pegasus’ vendors and agents;


 


4

















 


(iii)                               hardware, software,
networks, equipment or interfaces other than those provided or managed by
Pegasus or Pegasus’ vendors and agents;


 


(iv)                              third-party service
providers other than Pegasus’ vendors and agents;


 


(v)                                 any other equipment,
applications or components not directly managed or controlled by Pegasus or
Pegasus’ vendors and agents; or


 


(vi)                              one or more of the causes
listed in Section 8.2 of the Master Services Agreement.


 


(d)           Notice by Pegasus of Scheduled Downtime. Pegasus
will give notice of Scheduled Downtime to Customer by e-mail or such other
means as mutually agreed by Customer and Pegasus. In addition, Pegasus will
give notice of CRS Scheduled downtime to Customer by e-mail or such other means
as mutually agreed by Customer and Pegasus, to the extent Customer obtains
written permission from such CRS for Pegasus to provide such notice. Such
notice will be given by Pegasus to the individual designated by Customer for
the receipt of such notices and will be given no less than five (5) calendar
days prior to the commencement of the subject Scheduled Downtime provided
Pegasus is informed prior to five (5) calendar days. Any such notice given by
Pegasus will include the date and time of commencement of the subject Scheduled
Downtime and an estimate of the duration of the subject Scheduled Downtime


 


(e)           Notice by Customer of Scheduled Outage. The
parties acknowledge and agree that Pegasus could interpret the cessation of
activity though the UltraDirect Interface from Customer’s Web Site as an Issue
requiring action by Pegasus pursuant to paragraph 9 below. Consequently,
Customer agrees to use commercially reasonable efforts to provide Pegasus prior
notice, by e-mail or such other means as mutually agreed by Customer and
Pegasus, of any plan by Customer to make Customer’s Web Site unavailable to
transmit Reservations Data to, or to receive transmissions of Reservations Data
from, the Reservation Function for any period of time. Any such notice given by
Customer will include the date and time of commencement of the subject
unavailability and an estimate of the duration of the subject unavailability


 


(f)            Event of Default. Nothing contained in
paragraph 8(a) above shall  be
interpreted to limit the rights and remedies of Customer in the case of an
Event of Default, as such term is defined in Section 7.0 of Master Services
Agreement.


 


9.             Response Time Commitment. The following
table sets forth percentage of responses (all request types) that must be
received within the associated time limit (excluding requests submitted during
Scheduled Platform Maintenance):


 




	
  Percentage of

  Responses

  	
   

  	
  Response
  Time

  
	
  100%

  	
   

  	
   

  	
  10 seconds

  
	
  95%

  	
   

  	
   

  	
  5 seconds

  
	
  90%

  	
   

  	
   

  	
  3 seconds

  






 


(a)                                  Pegasus will provide
an xml request that will return a consistent result that will allow Cendant to
verify that the Pegasus electronic distribution environment is available and
able to perform requested work.  The Cendant test request through this
monitor will also test the Response Time of the transaction.  Pegasus will
have the same (or similar) monitoring capability local to their systems and
will provide Cendant access to the monitor’s results in near real-time via a
portal.


 


(b)                                 For any calendar month
in which the Response Times do not meet any or all of the thresholds outlined
above, then the Net Reservation Fees payable by Pegasus to Customer pursuant to
paragraph 2 of the UltraDirect Pricing Schedule with respect to each Net
Reservation processed during such month shall be increased in accordance with
the following table:


 


5

















 


	
   

  	
   

  	
  Potential Result Sets

  	
   

  
	
  100% within
  10 seconds

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  95% within 5
  seconds

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  90% within 3
  seconds

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
   

  	
   

  	
  X

  	
   

  	
  X

  	
   

  	
   

  	
   

  
	
  Addition to
  Net Reservation fee

  	
   

  	
  $

  	
  (***)

  	
   

  	
  $

  	
  (***)

  	
   

  	
  $

  	
  (***)

  	
   

  	
  $

  	
  (***)

  	
   

  	
  $

  	
  (***)

  	
   

  	
  $

  	
  (***)

  	
   

  	
  $

  	
  (***)

  	
   

  
																							



 


Note: “X”
denotes meeting requirement


 


10.           Issue Resolution.


 


(a)           Severity Level Description. The following
table sets forth the criteria by which Customer will determine the appropriate
classification for each Issue identified by or reported to Pegasus:


 




	
  Severity Level

  	
   

  	
  Description

  
	
  1

  Emergency

  	
   

  	
  Reservation Function not Available (other than during Scheduled
  Downtime); or severe impact to Customer business operations; or potential for
  significant Customer loss of revenue

  
	
  2

  High

  	
   

  	
  Significant impact to Customer business operations; or significant
  impact to Customer’s use of the Reservation Function and absence of a
  work-around

  
	
  3

  Medium

  	
   

  	
  Significant impact to Customer’s use of the Reservation Function but
  a work-around exists

  
	
  4

  Low

  	
   

  	
  Any Issue that is not appropriately classified as Severity 1, 2 or 3

  






 


(b)           Issue Resolution Procedures. The following
table sets forth (i) the time periods within which Pegasus will communicate
with Customer (by telephone or electronic means) with respect to each Issue
reported to Pegasus; and (ii) Pegasus’ commitments to resolve, or mitigate the
effects of, such Issue:


 




	
  Severity

  Level

  	
   

  	
  Communication

  	
   

  	
  Resolution
  or Mitigation

  
	
  1

  Emergency

  	
   

  	
  Pegasus will contact Customer within thirty (30) minutes of receiving
  the initial report of the Issue, and will update Customer every thirty (30)
  minutes thereafter until the Issue is resolved.

  	
   

  	
  Pegasus commits to resolve the Issue or implement a work-around for
  the Issue that effectively mitigates the effects of the Issue within two (2)
  hours of Pegasus’ receipt of the initial report of such Issue.

  

  Within five (5) business days of resolution, Pegasus will deliver to Orbitz a
  written analysis detailing the causes of the of Issue.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  High

  	
   

  	
  Pegasus will contact Customer within sixty (60) minutes of receiving
  the initial report of the Issue, and will update Customer every sixty (60)
  minutes until the Issue is resolved.

  	
   

  	
  Pegasus commits to resolve the Issue or implement a work-around for
  the Issue that effectively mitigates the effects of the Issue within six (6)
  hours of Pegasus’ receipt of the initial report of such Issue.

  

  Within five (5) business days of resolution, Pegasus will deliver to Orbitz a
  written analysis detailing the causes of the of Issue.

  






 


6

















 




	
  3

  Medium

  	
   

  	
  Pegasus will contact Customer: (i) on the same business day if the
  initial report is received during normal business hours and Pegasus is able
  to respond on the same business day or (ii) the next business day of
  receiving the initial report of the Issue if Pegasus is unable to resolve on
  the same business day. Pegasus will update Customer daily thereafter until
  the Issue is resolved.

  	
   

  	
  Pegasus commits to resolve the Issue or implement a work-around for
  the Issue that effectively mitigates the effects of the Issue within five (5)
  business days of Pegasus’ receipt of the initial report of such Issue.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  Low

  	
   

  	
  Pegasus will contact Customer within three (3) business days of
  receiving the initial report of the Issue.

  	
   

  	
  Pegasus will resolve the Issue or implement a work-around for the
  Issue that effectively mitigates the effects of the Issue within ten (10)
  business days of Pegasus’ receipt of the initial report of such issue.

  






 


(c)           Conditions to Pegasus’ Obligations. Pegasus’
performance of the obligations set forth in the preceding subparagraph 9(b)
with respect to an Issue are conditioned upon (i Customer taking such
reasonable actions within its control as are required to resolve or mitigate
the Issue, as applicable; (ii) with respect to a Severity Level 1 Issue,
Customer committing personnel and corporate resources as reasonably necessary
and without regard to normal business hours to assist Pegasus so that Pegasus
can promptly research and resolve the Issue; and (iii) with respect to a
Severity Level 2 or a Severity Level 3 Issue, Customer committing personnel and
corporate resources as reasonably necessary during normal business hours to
assist Pegasus so that Pegasus can promptly research and resolve or mitigate
the Issue, as applicable


 


11.           Time Period Targets.


 


(a)           Implementation. Pegasus and Customer will
each use commercially reasonable efforts to implement the UltraDirect Services
for any affiliates of Customer that wish to receive to receive the Services
hereunder within forty-five (45) business days of the UltraDirect Services
Schedule Effective Date, subject to the provisions of the governing plan and
schedule of implementation and to the performance of all necessary actions by
any third party.


 


(b)           Professional Services. Pegasus will use
commercially reasonable efforts to provide to Customer, within ten (10)
business days of Customer’s request for services to be performed by Pegasus’
Professional Services group, an estimated schedule for, and the estimated total
cost of, the requested services.


 


12.           Term.


 


(a)           This
UltraDirect Services Schedule shall be effective as of the UltraDirect Services
Schedule Effective Date and shall continue in effect for an initial term of two
(2) years from such date unless terminated earlier as provided in this
Agreement. The term of this UltraDirect Services Schedule shall thereafter
automatically renew for additional, successive one (1) year terms unless either
party provides written notice to the other party of its intent to terminate
this UltraDirect Services Schedule at least ninety (90) days prior to the
expiration of the then-current term.


 


(b)           Notwithstanding
the foregoing, Customer may terminate this UltraDirect Services Schedule upon
the expiration of the first initial twelve (12) months of the initial term
subject to Customer: (i) providing ninety (90) days prior written notice and
(ii) paying to Pegasus an early termination fee (which serves as liquidated
damages hereunder and not a penalty) equal to (***).


 


7

















 


	
  PEGASUS SOLUTIONS, INC.



  	
   

  	
  CENDANT TRAVEL DISTRIBUTION

  SERVICES GROUP, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  RALPH E. COMPTON III

  	
   

  	
  By:

  	
  /s/
  JEFF HORCH

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Ralph
  E. Compton III

  	
   

  	
  Print:

  	
  Jeff
  Horch

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  



 


8

















 


ATTACHMENT A TO

ULTRADIRECT SERVICES SCHEDULE


 


XML SOFTWARE LICENSE AGREEMENT


 


BY ITS EXECUTION OF THE ULTRADIRECT SERVICES SCHEDULE TO WHICH THIS XML
SOFTWARE LICENSE AGREEMENT IS ATTACHED (THE “ULTRADIRECT SERVICES SCHEDULE”),
CUSTOMER (“LICENSEE”) AGREES TO ALL OF THE TERMS AND CONDITIONS OF THIS XML
SOFTWARE LICENSE AGREEMENT. ALL CAPITALIZED TERMS USED BUT NOT DEFINED IN THIS
XML SOFTWARE LICENSE AGREEMENT SHALL HAVE THE MEANINGS SET FORTH ELSEWHERE IN
THE AGREEMENT TO WHICH THE ULTRADIRECT SERVICES SCHEDULE IS ATTACHED AND OF
WHICH IT IS A PART.


 


License. Pegasus
Solutions, Inc., one or more of its subsidiaries (collectively, “Pegasus”)
or their licensors are the sole owners of the Software (as defined below). Other
than as set forth in the UltraDirect Service Schedule or the Master Services
Agreement between the parties, the Software licensed hereunder is licensed on
an as is basis without any warranty of any kind. Other than the license granted
herein, Licensee will not acquire any right, title or interest in or to the
Software pursuant to this XML Software License Agreement or its use of the
Software. Licensee is hereby licensed to: (i) use the Software on one or more
processors to create, implement and maintain the UltraDirect Interface; (ii)
modify the Software and/or merge it into other software for Licensee’s use
consistent with this XML Software License Agreement and the UltraDirect
Services Schedule, with any portion of the Software that is so merged
continuing to be subject to the terms and conditions of this XML Software
License and the UltraDirect Services Schedule; and (iii) make copies of the
Software for backup purposes only, provided that each such copy contains all of
the restrictive and proprietary notices that appear on the original version of
the Software copied, including the copyright notice. Licensee agrees not to
use, copy, or modify the Software or any copy, modification, or merged portion
thereof, in whole or in part, except as expressly provided for in this XML
Software License Agreement. LICENSEE AGREES
NOT TO SUBLICENSE, ASSIGN, OR TRANSFER THIS LICENSE OR THE SOFTWARE AND THAT
ANY ATTEMPT TO DO SO SHALL BE INVALID AND AUTOMATICALLY TERMINATE THIS LICENSE.
LICENSEE ACKNOWLEDGES THAT ITS SOLE RIGHTS WITH RESPECT TO THE SOFTWARE ARE SET
FORTH HEREIN.


 


Termination of License. The
license granted pursuant to this XML Software License Agreement is co-terminus
with the UltraDirect Services Schedule unless otherwise terminated pursuant to
the terms hereof. The license granted hereby to Licensee will be automatically
terminated if Licensee fails to comply with any term or condition of the
Agreement, including this XML Software License Agreement. Licensee agrees that
upon termination of the license granted herein it will immediately return to
Pegasus (upon Pegasus’ request) or destroy (and provide certification of such
destruction upon Pegasus request) the Software and all copies, modifications,
and merged portions thereof under Licensee’s control in any form or medium in
which they exist.


 


Installation and Operation. Pegasus
shall provide (i) documentation relating to the operation of the Software; and
(ii) four (4) hours (including all telephone and non-telephone time) of
customer service support to answer questions concerning the Software. Except as
set forth in the preceding sentence and the UltraDirect Services Schedule,
Pegasus shall have no obligation to provide services or support to Licensee
relating to the Software, including without limitation any upgrades or
enhancements to, or bug fixes for, the Software. Licensee and Pegasus agree
that any action of Pegasus in providing upgrades, enhancements or bug fixes to
Licensee shall not constitute a course of dealing, course of conduct or
amendment to this XML Software License Agreement creating a future obligation
to provide the same.


 


Definition of Software.
As used in this XML Software License Agreement, “Software” means application
software supplied by Pegasus to Customer that parses and formats data utilizing
the Extensible Markup Language specification, and all modifications and
enhancements to, and replacements of, such software.


 


9

















 


	
  Region:  circle one

  1       2      
  3       4       5      
  6       7       

  8       9      
  10       11       12       13

  	
  Pricing Schedule

  (UltraDirect)

  



 


This Pricing Schedule is
attached to and a part of the Master Services Agreement with the Effective Date
of                  ,
200     , by and between Pegasus Solutions, Inc. and
Cendant Travel Distribution Services Group, Inc.


 


1.             Definitions. All capitalized terms used
in this Pricing Schedule but not defined herein shall have the meanings set
forth elsewhere in this Agreement. In addition, the following definitions shall
apply for purposes of this Pricing Schedule:


 


(a)                                  Pricing Schedule Effective Date means                            ,
200      .


 


(b)           Billing Period means the period of time to
which a billing statement issued by Pegasus relates.


 


(c)           UltraDirect
Net Reservations means the number of reservations transmitted through the
UltraDirect Interface (as defined in the UltraDirect Services Schedule) during
a particular time period, less the number of cancellations of reservations
transmitted through the UltraDirect Interface during the same time period.


 


2.             UltraDirect Net Reservation Fee. Pegasus
shall pay a Net Reservation Fee for each Net Reservation processed during that
calendar month as follows:


 




	
  Net
  Reservations

  	
   

  	
  Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Less than or equal to 25,000

  	
   

  	
   

  	
  (***)

  	
   

  
	
  25,001-50,000

  	
   

  	
   

  	
  (***)

  	
   

  
	
  50,001-100,000

  	
   

  	
   

  	
  (***)

  	
   

  
	
  100,001-150,000

  	
   

  	
   

  	
  (***)

  	
   

  
	
  150,001-200,000

  	
   

  	
   

  	
  (***)

  	
   

  
	
  More than 200,000

  	
   

  	
   

  	
  (***)

  	
   

  






 


3.             Look to Book Transactional Efficiency. For
any calendar month in which the Look to Book Ratio as specified in paragraph
3(d) of the UltraDirect Services Schedule exceeds 1,000:1 then the Net
Reservation fee payable by Pegasus to Customer pursuant to paragraph 2 above
with respect to each Net Reservation processed during such month shall be
reduced in accordance with the following table:


 


	
  Look to
  Book Ratio

  	
   

  	
  Reduction in Net Reservation Fee

  Payable by Pegasus to Customer

  	
   

  	
  Reduction in Net Reservation

  Fee Payable by Pegasus to

  Customer

  	
   

  
	
   

  	
   

  	
  (Effective Date through

  August 31, 2005)

  	
   

  	
  (September 1, 2005 onward)

  	
   

  
	
  1,001:1 but not more than 1,300:1

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  
	
  1,301:1 but not more than 1,600:1

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  
	
  More than 1,600:1

  	
   

  	
   

  	
  (***)

  	
   

  	
   

  	
  (***)

  	
   

  



 


If after applying the reduction to the Net Reservation Fee payable by
Pegasus as set forth above results in a negative amount payable by Pegasus (“Excess
Amount”) for that calendar month, then such Excess Amount shall be applied to
reduce/offset any other amounts owed by Pegasus to Customer under this
Agreement including, but not limited to, any service level credits; provided,
however, if there is no such other amount owed by Pegasus to Customer then such
Excess Amount will be carried over and applied to reduce any Net Reservation Fees
or other fees payable by Pegasus to Customer under this Agreement for the
following calendar month and each calendar month thereafter as long an any
Excess Amount remains.


 


1

















 


4.             Online
Distribution Database Download Fee. If Customer chooses to download to
Customer’s Web Site information in the Online Distribution Database pursuant to
paragraph 7 of the UltraDirect Services Schedule, Customer shall pay to
Pegasus a monthly fee as follows:


 




	
  Net Reservations

  	
   

  	
  ODD
  Download Fee

  
	
  75,000 and greater

  	
   

  	
  (***)

  
	
  Less than 75,000

  	
   

  	
  (***)

  






 


5.             Geo Search and Geo Search Map Fees.


 


(a)           Annual License Fee. If during any calendar
year Customer utilizes the Geo Search or Geo Search Maps functionality or an
accessor of Customer’s Web Site transmits a Geo Search or Geo Search Map
request, Customer shall pay to Pegasus an annual mapping license fee of (***).


 


(b)           Per Use
Fee. Customer shall pay to Pegasus a fee with respect to each
Billing Period equal to the product of (i) the sum during such Billing Period
of the number of transmissions from Customer’s Web Site of (A) Geo Search
requests, plus (B) Geo Search Map requests, plus (C) requests to (1) pan, (2)
zoom in, (3) zoom out, (4) move up, (5) move down, (6) move right or (7) move
left while viewing the response to any Geo Search Map request; multiplied by
(ii) (***).


 


(c)           Change in
Fees. If the per transmission amount charged to Pegasus by the third
party vendor of the Geo Search and Geo Search Maps functionality is increased,
the fee paid by Customer pursuant to paragraph 5(b) above shall be increased by
the same amount.


 


(d)           Definitions.
For purposes of this paragraph, “Geo Search”, “Geo Search Maps” and “Customer’s
Web Site” have the meanings set forth in the UltraDirect Services Schedule.


 


6.             Professional Services Fees.


 


(a)           Implementation. Customer shall pay to
Pegasus a fee of (***) for Pegasus’ implementation of the Services in
accordance with the plan and schedule of implementation mutually agreed by the
parties. Such fee shall become due and payable from Customer to Pegasus on the
Pricing Schedule Effective Date.


 


(b)           Other Professional Services. Customer shall
pay fees to Pegasus for Pegasus’ performance of professional services (other
than those relating to the immediately preceding subparagraph) at Pegasus’
then-standard hourly rate for such technical and/or professional services (not
to exceed (***) per hour) as specified in the work order, statement of work or
similar document executed by Pegasus and Customer regarding the professional
services performed.


 


7.                                       (***)


 


8.                                       Term. This Pricing Schedule shall be
effective as of the Pricing Schedule Effective Date and shall continue in
effect thereafter with respect to each Service that Pegasus provides pursuant
to this Agreement until such time as this Pricing Schedule has been terminated
or replaced with respect to such Service.


 


2

















 


	
  PEGASUS SOLUTIONS, INC.

  	
   

  	
  CENDANT TRAVEL DISTRIBUTION SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  RALPH E. COMPTON III

  	
   

  	
  By:

  	
  /s/
  JEFF HORCH

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Ralph
  E. Compton III

  	
   

  	
  Print:

  	
  Jeff
  Horch

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  August
  9, 2005

  	
   

  	
  Title:

  	
  August
  8, 2005

  	
   

  



 


3

















 


Commission Processing

Member Services Schedule

(ERTS)


 


This Commission Processing Member Services Schedule is attached to and
a part of the Master Services Agreement with the Effective Date of                    ,
2005, by and between Pegasus Solutions, Inc. (“Pegasus”) and Cendant Travel
Distribution Services Group, Inc. (“Customer”).


 


1.             Definitions. All capitalized terms used
in this Commission Processing Member Services Schedule but not defined herein
shall have the meanings set forth elsewhere in this Agreement. In addition, the
following definitions shall apply for purposes of this Commission Processing
Member Services Schedule:


 


(a)           Commission Processing Member Services Schedule Effective Date
means
                          ,
2005.


 


(b)           Commission means a payment owed to Customer for distribution
services provided by Customer, whether such payment is in the form of a
percentage commission or payment, payment of a flat fee or payment of an
incentive or override.


 


(c)           Commission Response means a record, other than a Participant
Commission Record, of the determination by a Commission payor of the amount
due, or of the amount paid by a Commission payor, to Customer for the sale of a
reservation by means of Customer’s services.


 


(d)           Electronic Reconciliation and Tracking is
the trade name for Pegasus’ services described in paragraph 3 of this Agreement


 


(e)           Member Commissions means an amount equal to
the aggregate Commissions received by Pegasus from all Participants, less any
applicable fees authorized by the Pricing Schedule and any applicable Taxes.


 


(f)            Member Commission Statement means a record of all
Participant Commission Records communicated to Pegasus with respect to a given
payment of Member Commissions.


 


(g)           Participant means an entity that is subject
to an agreement pursuant to which Pegasus processes such party’s payment of
Commissions.


 


(h)           Participant Commission Record means a
record (i) of the determination by a Participant of the amount of one or more
Commissions due to Customer; and (ii) that is communicated to Pegasus by
such Participant for processing by Pegasus Commission Processing.


 


(i)            Payment Period means the period of time to
which a payment of Member Commissions relates.


 


(j)            Pegasus Commission Processing is the trade
name for Pegasus’ services described in paragraph 2 of this Agreement


 


(k)           Underpayment means the payment to Pegasus
by a Participant of funds relating to Pegasus Commission Processing in an
amount less than the amount specified by Pegasus for such payment.


 


2.             Pegasus
Commission Processing Services.  Pegasus shall, on a weekly basis, or as otherwise
agreed by the parties:


 


(a)           consolidate by Participant those Participant Commission
Records and Commissions received by Pegasus with respect to the immediately
preceding Payment Period;


 


(b)           transmit
to Customer the Member Commission Statement relating to the immediately
preceding Payment Period, provided that no Member Commission Statement will be
generated if no Member Commissions are paid; and


 


(c)           distribute to Customer, in the currency requested by
Customer from a list provided by Pegasus, the Member Commissions relating to
the immediately preceding Payment Period.


 


Notwithstanding paragraph 2(c) above, Pegasus shall have no
obligation to pay to Customer any amount relating to an Underpayment until
Pegasus receives the balance of the Underpayment from the relevant Participant.


 


1

















 


 


3.             Electronic Reconciliation and Tracking Services.
Pegasus agrees to perform the following services with respect to all Commission
payors:


 


(a)           enter
into its Electronic Reconciliation and Tracking system the following
information received from Customer or third parties: (i) Commission Responses
received by Customer; (ii) Commission Responses received by Pegasus on Customer’s
behalf from travel suppliers that are not Participants; and (iii) payments
received by Customer from Commission payors;


 


(b)           match
reservation information received by Pegasus from Customer to reservation
information received by Pegasus from Commission payors, and report the
Commission Responses that have been received by Pegasus and that relate to such
reservation information;


 


(c)           based
upon information generated by the process described in paragraph 3(b) above,
track overdue Commissions on a continuing basis and request payment of each
overdue Commission for up to 180 days after the end of the month to which the
associated reservation relates; and


 


(d)           provide
reports to Customer setting forth, in detail and summary form, the information
used in or generated by the processes described in paragraphs 3(a), 3(b) and
3(c) above.


 


4.             Customer’s Duties. Customer shall:


 


(a)           except
for merchant transactions, refrain from acting to circumvent the processing of
Commissions pursuant to this Commission Processing Member Services Schedule
unless otherwise agreed to between the parties;


 


(a)           provide
Pegasus with all Customer ARC/IATA numbers, and promptly notify Pegasus of
additions and changes to, and deletions of, such numbers; and


 


(b)           provide
to Pegasus no later than the fifth (5th) business day after the end
of each calendar month or as otherwise agreed by the parties (i) a file
containing all reservation information relating to such calendar month, such
file to designate each such reservation that is non-commissionable; and (ii)
all Commission Responses in the form of statements, copies of checks or other
mutually agreed verification of payments received directly by Customer from
Commission payors.


 


5.             Affiliates. The parties agree that, in
addition to Customer, (a) Pegasus shall provide Pegasus Commission Processing
and Electronic Reconciliation and Tracking pursuant to this Agreement to those
Affiliates that are designated in writing by Customer for the provision of such
services; and (b) the terms of this Commission Processing Member Services
Schedule shall be applicable to each designated Affiliate and Customer shall
use commercially reasonable efforts to cause each designated Affiliate to
observe and comply with the same. Customer acknowledges that it has the authority
to direct Pegasus to provide Pegasus Commission Processing and Electronic
Reconciliation and Tracking to each Affiliate designated by Customer for the
provision of such services. Customer shall indemnify, defend and hold harmless
Pegasus and its subsidiaries, and the officers, directors employees and agents
of the same, from and against all losses, claims, liability, costs, damages,
fines, and expenses (including all reasonable legal costs) incurred or suffered
by any of the indemnified parties that arise out of or in connection with any
claim that any of Customer’s Affiliates did not elect to receive the Services
hereunder from Pegasus through Customer.


 


6.             Additional Terms. No dispute between
Customer and any Commission payor concerning any Commission shall in any way
affect or reduce the obligations of Customer to abide by the terms of this
Commission Processing Member Services Schedule. Customer shall, promptly after
receiving notice from Pegasus, repay to Pegasus any confirmed amounts paid in
error to Customer pursuant to this Commission Processing Member Services
Schedule. Customer acknowledges that Pegasus incurs costs and risks in
converting currency for the benefit of Customer and agrees that Pegasus may
include its standard margin or markup in the exchange rate to cover these
items.


 


7.             Disclaimer. Customer agrees that
the services to be rendered by Pegasus pursuant to this Commission Processing
Member Services Schedule are those of a clearinghouse only and, accordingly,
(a) Pegasus’ obligation to make payments to Customer is limited to the amount
of Member Commissions actually received by Pegasus, and (b) under no
circumstances shall Pegasus be responsible for collecting Commissions owed to
Customer or for uncollected Commissions due to Customer.


 


2

















 


8.             Term. This Commission Processing Member
Services Schedule shall be effective as of the Commission Processing Member
Services Schedule Effective Date and shall continue in effect for an initial
term of two (2) years from such date unless terminated earlier as provided in
this Agreement, provided that Orbitz, LLC may terminate this Commission
Processing Member Services Schedule, as it pertains to Orbitz, LLC, at any time
after one (1) year. The term of this Commission Processing Member Services Schedule
shall thereafter automatically renew for additional, successive three (3) month
terms unless either party provides written notice to the other party of its
intent to terminate this Commission Processing Member Services Schedule at
least ninety (90) days prior to the expiration of the then current term.


 


	
  PEGASUS SOLUTIONS, INC.

  	
   

  	
  CENDANT TRAVEL DISTRIBUTION SERVICES

  GROUP, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  RALPH E. COMPTON III

  	
   

  	
  By:

  	
  /s/
  JEFF HORCH

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Ralph
  E. Compton III

  	
   

  	
  Name:

  	
  Jeff
  Horch

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  August
  9, 2005

  	
   

  	
  Date:

  	
  August
  8, 2005

  	
   

  



 


3

















 


Pricing Schedule

Commission Processing -

ERTS


 


This Pricing Schedule is attached to and a part of the Master Services
Agreement with the Effective Date of                         ,
2005, by and between Pegasus Solutions, Inc. and Cendant Travel Distribution
Services Group, Inc.


 


1.             Definitions. All capitalized terms used
in this Pricing Schedule but not defined herein shall have the meanings set
forth elsewhere in this Agreement. In addition, the following definitions shall
apply for purposes of this Pricing Schedule:


 


(a)           Pricing Schedule Effective Date means                                         ,
2005.


 


2.             Pegasus Commission Processing Services.  For Pegasus’ performance of
services pursuant to paragraph 2 of the Commission Processing Member Services
Schedule, Customer shall pay Pegasus a fee equal to (***) of the total
Commissions paid by Participants to Customer as set forth on the Member
Commission Statements. Costs associated with tapes or diskettes and other
optional services, if any, requested by Customer shall be as agreed to in
writing between the parties. Notwithstanding any other provision of this
Agreement, the fees and costs set forth in the preceding sentence, and any
Taxes, shall be deducted by Pegasus from the Commissions paid by Participants
to Customer.


 


3.             Electronic Reconciliation and Tracking Services.
For Pegasus’ performance of services pursuant to paragraph 3 of the Commission
Processing Member Services Schedule, Customer shall pay to Pegasus:


 


(a)           (***) of the total Commissions, with
respect to which Pegasus performed the service described in subparagraph 3(c)
of the Commission Processing Member Services Schedule, paid by Participants to
Customer as set forth on the Member Commission Statements; plus


 


(b)           (***)
of the total Commissions, with respect to which Pegasus performed the service
described in subparagraph 3(c) of the Commission Processing Member Services
Schedule, paid by Commission payors to Customer as set forth on the reports
described in subparagraph 3(d) of the Commission Processing Member Services
Schedule (other than Member Commission Statements). (***); plus


 


(c)           (i.)           (***) for each
Commission Response received for Orbitz with respect to which Pegasus performs
the service described in subparagraph 3(a) of the Commission Processing Member
Services Schedule; provided that, if Customer fails to provide Commission
Responses as agreed by the parties, Customer shall pay Pegasus an amount equal
to the amount paid by Customer pursuant to this subparagraph immediately prior
to such failure.


 


(ii.)          (***) for each Commission Response received
for all other affiliates with respect to which Pegasus performs the service
described in subparagraph 3(a) of the Commission Processing Member Services
Schedule; provided that, if Customer fails to provide Commission Responses as
agreed by the parties, Customer shall pay Pegasus an amount equal to the amount
paid by Customer pursuant to this subparagraph immediately prior to such
failure.


 


All fees due
pursuant to this paragraph shall be in addition to the fees and costs set forth
in the immediately preceding paragraph, if any, that are due with respect to
the subject Commissions. Notwithstanding any other provision of this Agreement,
all fees due pursuant to this paragraph shall be deducted by Pegasus from the
Commissions paid by Participants to Customer.


 


4.             Renegotiation of Fees. If (a) the
number of commissionable reservations set forth on three consecutive Member
Commission Statements is less than (***) of the total number of reservations
set forth on such Member Commission Statements, or (b) the average commission
rate applicable to the commissionable reservations set forth on three consecutive
Member Commission Statements is less than (***), then (y) Pegasus and Customer
shall promptly enter into good faith negotiations to amend the preceding
paragraph of this Pricing Schedule entitled “Pegasus Commission Processing
Services”


 


1

















 


(and the preceding paragraph entitled “Electronic Reconciliation and
Tracking Services”, if included in this Pricing Schedule) in a mutually
agreeable manner; and (z) in the absence of such an amendment, Pegasus shall
have the right to terminate the Commission Processing Member Services Schedule
sixty (60) days after the commencement of such negotiations.


 


5.             Professional Services Fees.


 


(a)           Implementation. Waived.


 


(b)           Other Professional Services. Customer shall
pay fees to Pegasus for Pegasus’ performance of professional services (other
than those relating to the immediately preceding subparagraph (a)) as specified
in the work order, statement of work or similar document executed by Pegasus
and Customer regarding the professional services performed.


 


6.             Term. This Pricing Schedule shall be
effective as of the Pricing Schedule Effective Date and shall continue in
effect thereafter with respect to each Service that Pegasus provides pursuant
to this Agreement until such time as this Pricing Schedule has been terminated
or replaced with respect to such Service.


 


	
  PEGASUS SOLUTIONS, INC.

  	
   

  	
  CENDANT TRAVEL DISTRIBUTION SERVICES

  GROUP, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  RALPH E. COMPTON III

  	
   

  	
  By:

  	
  /s/
  JEFF HORCH

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Ralph
  E. Compton III

  	
   

  	
  Print:

  	
  Jeff
  Horch

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  August
  8, 2005

  	
   

  	
  Date:

  	
  August
  8, 2005