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EXHIBIT 10.6
WORLDTRAVEL TECHNOLOGIES, L.L.C.
OFS SERVICE BUREAU/OUTSOURCING AGREEMENT
This Service Bureau/Outsourcing Agreement (this "Agreement") is made
and entered into this first day of November, 1999 (the "Effective Date") by and
between WORLDTRAVEL TECHNOLOGIES, L.L.C. located at ▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, (hereinafter "WTT") and WORLDTRAVEL PARTNERS I, L.L.C.
located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter "WTP").
Subject to the terms and conditions in this Agreement, WTT hereby agrees to
provide WTP certain services through the use of WTT's software product(s) and
related manuals and documentation specified on Exhibit A attached hereto, and
incorporated herein.
1. DEFINITIONS
1.1 Corporate Travel Services - Travel services provided to a
business entity's employees and/or contractors are paid for or
reimbursed by a company that has contracted directly with WTP
or with a travel agency, web portal, or other entity who has
contracted with a company to provide such services.
1.2 Consumer Travel Services - Travel services for air, car, train
and hotel accommodations offered and provided on an
individual, per item basis to the general public. This
includes charter and consolidator services for air
transportation.
1.3 Customer - Customer shall mean an entity doing business,
relating to travel agency services, with a given party on the
date in question. For corporate entities, only those divisions
or portions of a corporation doing business with such party on
the date in question are considered to be included in the
definition of Customer.
1.4 End User Agreement - That agreement between the parties
executed concurrently with this Agreement under which WTT
licenses the use of certain WTT software and products to WTP.
1.5 Global Distribution System or GDS - A computer system or
network used to check and make reservations of a travel
related nature.
1.6 Leisure Travel Services - Travel services offered to the
general public that represent a combination of travel products
that are pre-packaged as tours, cruises, and other specialty
leisure services.
1.7 Master Development Agreement - That agreement between the
parties executed concurrently with this Agreement under which
WTT shall perform certain software development services for
WTP.
[*] The redacted portions indicated by this symbol are the subject of a
confidential treatment request and have been filed separately with the
Securities and Exchange Commission.
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1.8 Modifications - Changes to the Product that provide additional
features and/or functionality, expanding the capabilities of
the Product in existing functional areas, or affect existing
functionality.
1.9 OFS Account - An account in which OFS is providing Corporate
Travel Services.
1.10 Product - Those services listed on Exhibit A.
1.11 Service Bureau - Computer facility located at WTT's Atlanta
office, or at other facilities as designated by WTT from time
to time, from which WTT, through its OFS Online Fulfillment
Services division ("OFS") will provide Services and data
information to WTP.
1.12 Services - Those online fulfillment services listed on Exhibit
A. This Agreement only covers OFS services and CORRE service
bureau services for transactions processed under this
Agreement. Any other CORRE service bureau services shall be
the subject of a separate agreement.
1.13 Software - Collectively, all of the software programs created
by WTT from time to time, with respect to the Product
identified on Exhibit B and all Software Releases.
1.14 TTG Service Bureau Agreement - That agreement between the
parties executed concurrently with this Agreement under which
WTT, through its Travel Technologies Group, provides certain
services and data information to WTP.
1.15 Users - Entities and individuals who use the service bureau
offering. User shall not include WTP.
2. SCOPE OF SERVICES
2.1 WTT shall provide certain Services to WTP related to Internet
transaction processing for WTP's Corporate Travel Service
Customer accounts. Leisure Travel Services and Consumer Travel
Services accounts are not covered by this Agreement. The
Software required to provide these Services will run and
reside at the WTT service bureau offices located at ▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or at other facilities as
designated by WTT from time to time. The Software will be run
by WTT according to WTP's specific needs and requests (to be
mutually determined and outlined by the parties) in the
provision of Services hereunder. WTT shall provide information
and reports to WTP as WTT fulfills the Services, as outlined
in Exhibit A.
2.2 The Service Bureau will process transactions from WTP's
company-owned locations in the United States and Canada only.
Transactions from other locations will be covered under a
separate agreement. The parties acknowledge that WTP
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has the right to resell the Services to its Customers. Such
right shall not be affected by this Agreement.
2.3 The Software will include adaptations for use with the
specified GDS. From time to time, WTP may request other
specific Modifications to the Software. The development of any
and all Modifications requested by WTP for the Software shall
be covered by that Master Development Agreement executed
between the parties concurrently with this Agreement. For any
such Modifications or new Products, WTT agrees that all such
Modifications shall be made available to WTP and then the
Modifications may be made available to all other Users of the
Service Bureau, unless such Modifications or new Products were
funded by a third party who paid for such development. All
Modifications and new Products offered to Users will be made
available to WTP pursuant to WTT's then-current rate or less,
at WTT's discretion. All such Modifications shall be loaded on
WTT's server as part of the service bureau system.
2.4 The Joint Oversight Committee or JOC (as defined in Section 9)
of this Agreement shall set priorities for the allocation of
WTT resources necessary to adequately perform under this
Agreement. Once the JOC sets a start date for any project or
other matter to be undertaken under this Agreement, such start
date cannot be changed by WTT, unless the scope of the project
has been changed by the parties. In setting such priorities
and start dates the JOC shall take into consideration other
business issues facing WTT and other commitments of WTT.
2.5 Both parties will periodically discuss and review WTP's
competitive environment which would include a review of WTP's
competitors' technology, cost or pricing structure and service
offerings, to the extent such information is known (and with
respect to WTT, to the extent that disclosure of such
information is not restricted by a third party). If the
parties determine that there is significant financial impact
from new or improved technology: (1) which would reduce costs
or improve service; (2) which would make competitors costs for
services at or below WTP's cost for comparable services; or
(3) which would make competitors' service offerings superior
to those of WTP, then, the parties shall jointly determine, in
good faith, if a change in technology, cost or services should
be made pursuant to the provisions of Section 10.
3. WTT'S PROPRIETARY RIGHTS; WTP RESTRICTIONS
3.1 WTP acknowledges that the Software, related documentation and
the data compiled hereunder, embody valuable confidential and
proprietary information of WTT, the development of which
required the expenditure of considerable time and money by
WTT, and are protected by United States copyright law and
international treaty. WTP shall treat such information so
received in confidence and shall not use, copy disclose, nor
permit any of its personnel (excepting those employees with a
"need to know" and who have signed appropriate confidentiality
agreements) to use, copy, or disclose the same, or the
existence of
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same, for any purpose that is not specifically authorized
under this Agreement. By virtue of this Agreement, WTP
acquires only the non-exclusive right as described above to
receive the Services provided by WTT through the use of its
proprietary Software and related documentation, and does not
acquire any license thereto or any rights of ownership in such
materials, except as may be set forth in a separate agreement.
WTP is specifically prohibited from reselling or sublicensing
the Services or establishing its own Service Bureau without
the prior written consent of WTT. In the event such written
permission is given by WTT, an appropriate royalty or sales
commission shall be negotiated between the parties. WTT, or
its licensor, at all times retain all right, title and
interest in the Software, related documentation, and any
derivatives thereof.
3.2 WTP agrees not to remove, alter or conceal any product
identification, copyright notices, or other notices or
proprietary restrictions from the monthly data information
reports provided to WTP by WTT and to reproduce any and all
such notices on any copies of such materials.
3.3 WTP recognizes and acknowledges that any use or unauthorized
disclosure of the Software by WTP may cause WTT irreparable
damage for which other remedies may be inadequate, and WTP
hereby acknowledges as proper any request to a court of
competent jurisdiction by WTT for injunctive or other
equitable relief seeking to restrain such use or disclosure.
3.4 WTP has selected the Services provided hereunder and assumes
full responsibility for the data provided, stored or
transmitted by means of the Software, and the use of such
data, including the results obtained therefrom.
3.5 Except for WTT's obligations under Section 5, WTP shall
defend, indemnify and hold harmless WTT from any demand, suit,
cause of action, judgment, liability, cost or expense
(including court costs and reasonable attorneys fees) arising
out of the Services provided hereunder.
4. PRICING AND PAYMENT
4.1 The price list of fees for the Services provided pursuant to
this Agreement are set forth on Exhibit C attached hereto.
Prior to the startup of a WTP Customer under this Agreement,
the parties will agree in writing to a specific fee structure
for that Customer based upon the specific Customer
requirements. Both parties acknowledge that the service
offering under this Agreement is a startup operation and both
parties will review the pricing in good faith after the
Services have been operating for six (6) months or longer if
agreed upon between the parties. All payments will be made
within thirty (30) days of receipt of invoice in immediately
available U.S. Dollars without withholding, deduction or
offset according to the payment schedule set forth on Exhibit
C, and regardless of whether WTP collects any fees from its
customers. WTP shall pay interest on all
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amounts not paid when due at the rate of 1.5% per month or the
highest lawful rate, whichever is less. WTT has the right to
suspend the Services for non-payment upon thirty (30) days
written notice. All fees shall be valid for five (5) years
from the Effective Date of this Agreement. By the end of the
fourth year of this Agreement, the parties shall renegotiate
the fees for the Services hereunder. If the parties cannot
agree, then this Agreement will terminate on the fifth
anniversary of the Effective Date.
4.2 The fees for Services do not include any charge for taxes and
WTP is solely responsible for paying any and all national and
local taxes (including any and all export/import taxes and
customs duties) attributable to the Services rendered by WTT
or any authorized distributor in connection with this
Agreement, excluding only taxes based upon the net income of
WTT or an authorized distributor. In the event that any new
taxes are imposed by any authority, the parties shall review
the competitive environment in accordance with the provisions
of Section 2.5 hereunder to determine if any changes should be
made in technology, cost or services. Both parties agree to
take all reasonable steps to minimize taxes, which might be
assessed on either party based on the parties' performance
hereunder.
4.3 WTT agrees to treat WTP as its most favored customer. WTT
represents that in the aggregate all of the prices and other
terms of this Agreement are substantially or materially
comparable to or better than the aggregate prices and other
terms being offered by WTT to any of its other customers
having regard to type and volume of service. If WTT offers
more favorable aggregate prices and other terms to any
customer during the term of this Agreement, such terms shall
be made available to WTP. To review compliance with this
provision, WTP may designate an independent auditor who, at
WTP's expense will be permitted to examine WTT's charges to
other customers, provided, however, that such auditor must
sign a non-disclosure agreement with WTT prior to commencing
any examination. WTP's auditor will be permitted to report to
WTP only the fact that WTT is or is not in compliance with
this provision and will not be permitted to disclose any
specific information to WTP regarding WTT's customers. If the
auditor reports that WTT is not in compliance with this
provision, the auditor will report to WTT the discrepancies
found and WTT will correct the discrepancy.
4.4 Each party shall be responsible for all costs associated with
errors made by its agents.
5. LIMITED WARRANTY
5.1 WTT represents and warrants that it will provide the Services
hereunder in a timely, workmanlike fashion and in accordance
with industry standards. WTT will not be liable to WTP for any
claim or effect arising from or based upon any cause beyond
the control of WTT.
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5.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 5, NO EXPRESS OR
IMPLIED WARRANTY IS MADE BY WTT WITH RESPECT TO ANY SERVICE,
PRODUCT, SOFTWARE RELEASE, DATA COMPILATION OR ANY OTHER
MATTER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES
OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY OR
FITNESS FOR A PARTICULAR PURPOSE. WTT DOES NOT WARRANT THAT
ALL ERRORS IN THE SOFTWARE CAN OR WILL BE CORRECTED OR THAT
THE FUNCTIONALITY OF THE SOFTWARE WILL MEET WTP'S
REQUIREMENTS.
6. LIMITATIONS OF LIABILITY
6.1 NEITHER WTP, WTT NOR THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES OR AGENTS, WILL BE LIABLE TO THE OTHER FOR ANY
CLAIMS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING
OUT OF THE SERVICES PROVIDED BY THIS AGREEMENT OR A BREACH OF
THE AGREEMENT, WHETHER SUCH DAMAGES OR CLAIMS ARE BASED ON
BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY,
TORT, PRODUCTS LIABILITY OR OTHERWISE.
6.2 IN NO EVENT WILL EITHER PARTY'S LIABILITY FOR ANY DAMAGES OR
INJURIES TO EITHER PARTY HEREUNDER EVER EXCEED THE TOTAL
SERVICE FEE PAID BY WTP FOR THE SERVICES PROVIDED HEREUNDER,
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT,
NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCTS LIABILITY OR
OTHERWISE.
7. TERM AND TERMINATION
7.1 The term of this Agreement will begin on November 1, 1999 (the
"Effective Date") and will continue until the latter of (a)
the tenth anniversary of the Effective Date, (b) the date that
this Agreement expires following the extension of its term
(unless terminated sooner in accordance with this Agreement),
or (c) the termination of any one of the End User License
Agreement, Master Development Agreement, or the TTG Service
Bureau Agreement.
7.2 Extension and Renewal. Unless terminated earlier, if upon the
ninth anniversary of the Effective Date, the parties have not
agreed to a written Amendment extending this Agreement, this
Agreement shall terminate at the end of the tenth (10) year of
its initial ten (10) year term.
7.3 Either party may terminate this Agreement and the rights
granted herein if the other party breaches any of the
provisions of this Agreement and (i) fails to remedy such
breach within thirty (30) days after receiving written notice
thereof, or (ii) provided the breach does not relate to a
monetary obligation, fails to (a)
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commence a good faith action to remedy such breach within
thirty (30) days after receiving written notice thereof, and
(b) diligently pursue such action to conclusion. In the event
WTT fails to meet the Service Performance requirements, as
specified in this Agreement, WTP shall give WTT notice of such
non-compliance and WTT shall take all reasonable actions to
correct such non-compliance as soon as practicable. In the
event that there is a continued failure by WTT to meet the
Service Performance requirements, WTP shall give WTT notice of
such non-compliance and within five (5) days of receiving such
notice, WTT shall provide a corrective action plan to WTP for
approval. WTP shall review and approve such corrective action
plan or provide reasonable required changes to WTT within five
(5) days from WTP's receipt of such plan. In the event that
WTT does not meet the Service Performance requirements within
the time period set forth in any corrective action plan, WTP
may terminate this Agreement for cause pursuant to the notice
provisions provided in Section 7.3 (i) and (ii). Termination
of this Agreement does not constitute either parties'
exclusive remedy for breach or non-performance by the other
party and each party is entitled to seek all other available
remedies, both legal and equitable, including injunctive
relief.
7.4 Should either party (1) admit in writing its inability to pay
its debts generally as they become due; (2) make a general
assignment for the benefit of creditors; (3) institute
proceedings to be adjudicated a voluntary bankrupt; (4)
consent to the filing of a petition of bankruptcy against it;
(5) be adjudicated by a court of competent jurisdiction as
being bankrupt or insolvent; (6) seek reorganization under any
bankruptcy act; (7) consent to the filing of a petition
seeking such reorganization; or (8) have a decree entered
against it by a court of competent jurisdiction appointing a
receiver, liquidator, trustee, or assignee in bankruptcy or in
insolvency covering all or substantially all of such party's
property or providing for the liquidation of such party's
property or business affairs; then, in any such event, the
other party, at its option and without prior notice, may
terminate this Agreement effective immediately.
7.5 Upon termination of this Agreement for any reason, WTT's
obligation to provide the Services hereunder will immediately
cease. If the Agreement is terminated due to a breach by WTT,
WTT will be responsible for submitting to WTP all information
and reports required under Exhibit A for the portion of the
month up to and including the effective termination date. If
the Agreement is terminated due to a breach by WTP, WTT will
have no such obligation to provide such information and
reports to WTP for the month when termination became
effective.
7.6 Should there by any material change, as determined by either
party; (1) in any laws, ordinances, orders, rules or
regulations governing the way the parties may operate; (2) in
travel industry conditions, including but not limited to,
airfares (e.g., net fares or net/net fare arrangements) or
compensation to WTP, by action of any industry vendor,
governing body or client; or (3) in technology including
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but not limited to computer reservation systems or the
internet; which material change has the effect of materially
increasing or decreasing the cost of doing business; then,
either party shall have the right to provide written notice to
the other party of such change and both parties agree to
renegotiate in good faith the financial and/or service terms
of this Agreement in accordance with Section 10. If the
parties are unsuccessful in renegotiating mutually
satisfactory terms, either party shall have the right to
terminate this Agreement at any time thereafter with thirty
(30) days advance written notice.
7.7 WTT Obligations Upon Termination. In the event of termination
of this Agreement by WTT, WTT will work together with WTP or a
designated third party to identify the information, materials
and resources WTP is entitled to receive and to develop an
overall plan for transitioning such items to WTP in accordance
with the following provisions (collectively, "Termination
Assistance"). The terms of this Agreement as they relate to
Termination Assistance shall remain in effect until WTT has
completed its Termination Assistance. WTT will provide the
Termination Assistance described below for a period of no less
than ninety (90) days and no more than six (6) months per
WTP's written request, except as provided in this Section.
WTT's obligation to provide Termination Assistance will be
conditioned upon WTP paying to WTT all outstanding invoices
prior to the commencement of any Termination Assistance and
will be conditioned upon WTP continuing to pay when due any
and all fees due hereunder during the Termination Assistance
period. WTP shall pay WTT standard hourly rates and reasonable
expenses for any Termination Assistance provided by WTT. This
fee is in addition to any other payments required under this
Agreement. Notwithstanding the termination or expiration of
this Agreement, the terms and conditions of this Agreement
will apply to all services provided by WTT during such period.
If WTP requests Termination Assistance beyond the available
capacity of the WTT on-site staff, such request will be
treated as a request for additional services and WTP will pay
the agreed upon charge for such additional services. The
provisions of this Section will survive the expiration or
termination of this Agreement for any reason.
WTP and WTT will jointly develop a plan (the "Transition
Plan") to effect the orderly transition and migration to WTP
or a designated third party from WTT of all services then
being performed or managed by WTT under this Agreement (the
"Termination Transition"). The Transition Plan will set forth
the tasks to be performed by WTP and WTT, the time for
completing such tasks and the criteria for declaring the
transition "completed". The parties and their employees and
agents will cooperate in good faith to execute the plan and
each party agrees to perform those tasks assigned to it in the
Transition Plan. WTT will direct the execution of the
Transition Plan. The Transition Plan will include the
following tasks and such other tasks as may be agreed upon by
WTP and WTT:
(i) Providing WTP access to necessary data files and
programs, certain non-proprietary operational
procedures and data and documentation in WTT's
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possession related to the Services.
(ii) Returning all WTP confidential and proprietary
information in WTT's possession, except for one copy
which WTT may retain, subject to its confidentiality
obligations, for internal recordkeeping purposes and
for compliance with applicable professional
standards.
(iii) Returning all WTP data and documentation. WTT will
deliver to WTP all WTP data in a format application
for use by WTP and will seek to minimize the amount
of manual data entry or re-keying necessary in
connection with the transfer of such data to WTP.
7.8 Obligation To Minimize Damages. Both parties shall have an
obligation to take such steps as may be reasonably necessary
to minimize damages to the parties on termination, including,
but not limited to, minimizing all contractual obligations
that but for the existence of this Agreement, neither party
would have entered into.
7.9 The provisions of Sections 3, 5, 6, 7, 8, 10 and 11 hereof
shall survive the termination of this Agreement.
8. NON-SOLICITATION AND CONFIDENTIALITY
8.1 During the term of this Agreement and for any individual
employee, for six months following termination or resignation
of such employee, neither party shall employ, solicit or make
any offers to employ any employees of the other party used by
the original employing party in the performance of the
Services or Additional Services, without the prior written
consent of the original employer. The original employer shall
be entitled, in addition to any other remedies it may have at
law or in equity, to a payment from the hiring party in an
amount equal to one year's salary of any employee the hiring
party employs, solicits or offers to employ in violation of
this Section.
8.2 During the course of this Agreement the parties may come into
possession of technology, computer software, documentation,
trade secrets, products, copyrights or other confidential and
proprietary information ("Confidential Information") of the
other. Each party agrees to refrain from distributing,
copying, disclosing or disseminating in any form the
Confidential Information of the other party to any person or
entity except to those employees or agent who have a need to
know and who are obligated to maintain the confidentiality of
such Confidential Information. Neither party shall use the
Confidential Information of the other for any purpose other
than that for which it was disclosed. All Confidential
Information of a party shall remain the property of that party
and will be promptly returned upon request or at the
termination of this Agreement. Each party's obligation with
respect to the Confidential Information of the other party
shall expire three (3) years after the termination of this
Agreement.
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8.3 During the term of this Agreement, WTT will not sell or
license any services or Products licensed under this Agreement
directly to WTP's Customers receiving travel management
services without giving notice to WTP, requesting sales
assistance, and sharing any profits received from such sale or
license with WTP as outlined below.
(a) For any accounts won by WTT that WTT and WTP jointly
solicited and on which WTP provides sales assistance,
WTT and WTP shall share the profits equally on a
quarterly basis, after first deducting amortization,
start-up and implementation costs.
(b) For any accounts won by WTT that WTP did not provide
assistance in soliciting, WTT shall keep all profits.
(c) For WTP clients, should a client or vendor request
that WTP be omitted from the processing of travel
transactions or being involved in the actual sales
process, WTT shall share equally with WTP all profits
in excess of fifty cents ($ .50) on each such
transaction.
8.4 During the term of this Agreement, WTT may compete with WTP
for new accounts, which shall include divisions, affiliates or
subsidiaries of WTP's accounts, which are not existing
Customers, but WTT shall in no event undercut prices offered
by WTP.
8.5 For all existing and new OFS Accounts that have no travel
agency, WTT hereby grants to WTP a right of first refusal to
provide travel management services to OFS for such accounts on
an outsourced basis as requested by corporate clients. All
such services shall be provided as private label services
under OFS' name.
9. JOINT OVERSIGHT COMMITTEE
9.1 JOC Procedures. The following representatives will comprise a
joint oversight committee (the "JOC") which will meet at least
quarterly. The functions of such committee, among other
things, will be to review and analyze the performance of the
parties based on the service performance standards.
WTT Designee: Sales Account Representative
WTP Designee: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
If a JOC Member resigns or leaves its employer, the party with
a vacancy will promptly appoint a replacement.
9.2 Management Representatives
Each party hereby appoints the following individual as its
Management Representative for purposes of this Agreement:
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WTT: President and CEO
WTP: ▇▇▇ ▇▇▇▇▇▇
If a Management Representative resigns or leaves its employer,
the party with a vacancy will promptly appoint a replacement.
9.3 Report Contents. WTT will prepare (i) a listing of key service
activities, and (ii) definitions of measurements of
qualitative and quantitative service performance levels for
each such key service activity, and will submit such listings
and definitions to the JOC for approval. Such service
performance levels will be used to measure WTP's and WTT's
performance of their responsibilities under this Agreement.
9.4 Performance Levels. WTT will deliver to the JOC for each
calendar quarter (within thirty (30) days of the end of such
quarter), commencing with the calendar quarter beginning
December 1, 1999, service performance reports ("Service
Performance Reports") that identify, for each JOC approved key
service activity, the performance level for that activity. The
JOC will review the parties' performance during the relevant
time period (including but not limited to the information,
contained in the Service Performance Reports), and will
provide feedback to both WTT and WTP regarding the performance
of their respective responsibilities under this Agreement. The
JOC will also periodically review the definitions and
measurements used in the Service Performance Reports and
revise them as necessary to reflect the most appropriate
measures of WTT and WTP performance. The initial failure by
WTT to meet any service performance level shall not be
considered a breach of this Agreement, until the provisions of
Section 7.3 have been satisfied.
10. DISPUTE RESOLUTION
10.1 Initial Procedures. The parties shall make all reasonable
efforts to resolve all disputes without resorting to
litigation. If a dispute arises between the parties, the JOC
Representatives will attempt to reach an amicable resolution.
If either JOC Representative determines that an amicable
resolution cannot be reached, such JOC Representative shall
submit such dispute in writing to the Management
Representatives, who shall use their best efforts to resolve
it or to negotiate an appropriate modification or amendment.
10.2 Escalation. Except as otherwise provided in the termination
provisions hereof, neither party shall be permitted to
exercise any other remedies until the later of (i) the date
that either Management Representative concludes in good faith
that an amicable resolution of the dispute through continued
negotiation is unlikely, or (ii) sixty (60) days following the
date that both parties have notified a Management
Representative pursuant to Section 10.1. If either party fails
to designate a Management Representative at its own
initiative, it shall do so within
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three business days of a request from the other party to do
so.
11. GENERAL
11.1 This Agreement, including the Exhibits attached hereto,
represents the entire understanding and agreement between the
parties, and supersedes any and all previous discussions and
communications. No employee or agent of WTT nor any
distributor is authorized to make any additional
representations or warranties related to the services provided
hereunder or the Software. Any subsequent amendments and/or
additions hereto are effective only if in writing and signed
by both parties. WTP may not assign its rights or obligations
under this Agreement without the prior written consent of WTT.
Subject to the foregoing limitation on assignment, this
Agreement is binding upon and inures to the benefit of the
successors and assigns of the respective parties hereto.
11.2 This Agreement is to be interpreted in accordance with the
laws of the State of Georgia. Any legal action resulting from
it is to be held within the jurisdiction of the applicable
state and federal courts of Atlanta, Georgia. It is understood
and agreed that the parties will use their best endeavors to
amicably resolve any dispute or difference arising from this
Agreement.
11.3 Headings of paragraphs in this Agreement are inserted for
convenience only, and are in no way intended to limit or
define the scope and/or interpretation of this Agreement.
11.4 The failure of either party at any time to require performance
by the other party of any provision hereof is not to affect in
any way the full rights of such party to require such
performance at any time thereafter, nor is the waiver by
either party of a breach of any provision hereof to be taken
or held to be a waiver of the provision itself or any future
breach.
11.5 The parties hereto are independent contractors, and nothing in
this Agreement is to be construed to create a partnership,
joint venture, or agency relationship between WTT and WTP.
11.6 If any part, term, or provision of this Agreement is held to
be illegal, unenforceable, or in conflict with any law of a
federal, state, or local government having jurisdiction over
this Agreement, the validity of the remaining portions or
provisions are not to be affected thereby.
11.7 Any notice given pursuant to this Agreement is to be in
writing and delivered personally or sent by certified mail,
return receipt requested, or by air express, return receipt
requested, to the individuals shown below, or to such other
persons or addresses as the parties may designate in a notice
conforming with the requirements of this Section. Any such
notice, when delivered in the manner aforesaid, shall be
deemed given on the date of receipt.
13
For WTP: ▇▇▇ ▇▇▇▇▇▇
WorldTravel Partners I, L.L.C.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
For WTT: ▇▇▇▇▇ ▇▇▇▇▇▇▇
General Counsel
WorldTravel Technologies, L.L.C.
▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(SIGNATURES ON FOLLOWING PAGE)
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IN WITNESS WHEREOF, the undersigned duly authorized representatives of
the parties hereto have made and entered into this Agreement as of the Effective
Date.
WorldTravel Technologies, L.L.C. WorldTravel Partners I, L.L.C.
Signed: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Signed: /s/ ▇▇▇▇▇ ▇▇▇▇
------------------------------ ----------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
President President
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EXHIBIT A: SERVICES
OFS OFFERING TO WTP
AREA DESCRIPTION HANDLED BY:
Quality Control Automated quality control tests as defined OFS
by policy. This will include all e-mail
sent from CoRRe(TM) re: quality control,
schedule changes, industry notifications,
etc.
Non-Client contact 1. Schedule Changes -- Automated OFS
Support schedule changed will be changes that
do not require any contact with the
client. this service is provided to
"weed-out" PNRs from the schedule
change queues that do not require
agent interaction.
2. Client contact that is e-mail driven to a
mass audience. An example would be
a new change in the industry such as
security measures changing (Gulf
War) where all clients must be
advised. Bulk e-mail would be sent.
Technical and 1. Technical support for users OFS
Navigational Support experiencing technical problems
(Telephone) outside the application (example:
browser issues)
2. Coaching for inexperienced or
confused users on functionality of the
application
Technical and 1. Technical support for users OFS
Navigational Support experiencing technical problems
(Email) outside the application (example:
browser issues)
2. Coaching for inexperienced or
confused users on functionality of the
application
Application Anomalies or problems with the OFS
Management application are logged, researched to
(Incident reporting) identify root cause (i.e. CRS, application,
training, content, etc.) and reported to
responsible party for correction.
Ticketing Ticketing -- Paper tickets are driven to OFS
printers residing at the appropriate
location (OFS or the agency of record. E-
tickets are driven from OFS but recorded
on appropriate ARC location.)
Itinerary/Receipt E-ticket receipts and/or itineraries can be OFS
Distribution distributed via e-mail, fax or U.S. Mail
ARC Processing 1. IAR processing. This will be OFS
determined by ticketing requirements.
2. OFS will process all ARC reports for
tickets by accessing the back-office
system being used for that office's
ARC report
Customer Resolution Post-ticketing issues are researched, i.e. OFS
debit memos, lost tickets, voids, customer
satisfaction problems, etc.)
Travel Support 1. Original booking, pre-ticket changes, WTP office of
(Telephone and En-route support, and all other calls record
Email) for users (changes, seat upgrades,
questions, exchanges, refunds, etc).
2. Schedule changes that require manual
intervention.
3. OFS will provide access to Message
Partner for all itineraries and travel
related questions and e-mail inquiries
and communication.
Packaging & 1. Paper Tickets -- OFS or remote office WTP office of
Distribution satellite ticket printers (STP's). record or OFS
(Shipping) 2. Exchange Tickets will be driven from
OFS since the majority will be issued
from there originally.
3. Overnight Mail -- OFS
Note: All consumable costs are passed to
WTP (envelopes, postage, overnight
services, ticket jackets, invoices).
MIS Providing travel management data to WTP
clients
(feed of all transactions will be provided
to WTP by OFS for consolidation)
Accounting 1. Billing the customer on chargeable
activities
2. Hotel and car commission tracking
3. Overrides and revenue sharing
Account Management Traditional management provided by
WTP today
Note: OFS will provide a Program
Manager to work with the account
manager and travel manager as needed
Manual Transaction Manual bookings made by agents WTP office of
Processing record
Schedule Change Automated processing of schedule OFS and WTP
Processing changes -- Note: PNRs requiring client office of record
contact will be sent to WTP and those that
can be handled via email will be
processed by OFS
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EXHIBIT B: SOFTWARE
Message Partner
Ticket Partner
Scholar
KinKade (Consolidating Reproting)
CoRRe 2.3
EncoRRe 1.1
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EXHIBIT C: PAYMENT SCHEDULES
WTP/OFS Outsource
"Corporate OFS"
Account by Account basis
Serviced in OFS Facilities
Assumes Travel Agency takes ALL calls
[*] emails per ticket (excess emails charged at [*] per email)
TICKET VOLUME PRICE OFS COST WTP PROFIT OFS PROFIT
MINIMUM MAXIMUM
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