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EXHIBIT 10.54
PROPERTY INFORMATION DISTRIBUTION AGREEMENT
This Agreement is entered into by and between Pegasus Systems, Inc.
(Pegasus) and InterContinental Hotels Corporation ('Participant') on the
following terms and conditions:
1. Property Information Database. Pegasus will provide Participant
with the ability to create a digital database of Participant's
properties which is (i) capable of being accessed by distribution
systems with whom Pegasus contracts and (ii) where functionality
exists, capable of permitting the accessor of the database to
make, amend and cancel reservations with Participant.
Participant shall be solely responsible for the creation and
editing of the property database pursuant to Pegasus' prescribed
methods.
2. Distribution of the Database. Pegasus will contract and develop
interfaces with distribution systems to access Participant's
database.
3. Distribution Systems Interface. For each distribution system,
Pegasus will create an operable interface providing access to
Participant's database and maintain the interface during the term
of the Distribution Agreement. All updates and edits of the
database shall be accessible by the distribution systems within
two (2) business days of receipt by Pegasus.
4. Fees.
(a) For the services provided by Pegasus as set forth herein,
Participant shall pay to Pegasus the fees set forth on
Schedule A.
(b) For providing reservation functionality to accessors of
the database, Participant agrees to pay Pegasus the
following:
(i) For each Net Reservation processed through the on-
line reservation functionality developed by Pegasus
and originating with a distribution system with
whom Pegasus contracts,
* Confidential Treatment Requested by Pegasus Systems, Inc.
INFORMATION CONTAINED IN THIS AGREEMENT HAS BEEN OMITTED SUBJECT TO A
CONFIDENTIAL TREATMENT REQUEST AND HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.
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Participant shall pay to Pegasus a fee of * Net
Reservations within a particular time period equal
the number of reservations made by an accessor of a
distribution system exhibiting Participant's
database within such time period less the number of
reservations to which notice of cancellation is
received by the distribution system within such
time period.
(ii) In the event the reservation processing originating
with distribution systems is done via E-mail,
Participant shall pay Pegasus a monthly fee of *
(iii) In the event a distribution system with whom
Pegasus contracts charges a fee for Net
Reservations originating with their system and
there is no commission or other fee charged to
Participant by the distribution system for the Net
Reservation, Participant agrees to pay to Pegasus
the fee charged, provided the fee to Participant
shall *
(c) Pegasus will invoice Participant for all fees as set forth
herein and as provided on Schedule A including any taxes
applicable to such fees and Participant agrees to pay each
invoice upon receipt. Each invoice shall be past due and
it shall be a breach of this Agreement if it is not paid
within thirty (30) days after the date of the invoice.
All payments to Pegasus shall be made in U.S. Dollars.
Pegasus may, once each year, increase the fees set forth
in (a) and (b) above up to * of the then-existing fee.
Any fee changes resulting from an increase in the services
or number of properties in the database will be invoiced
upon notice of such increase or at the next scheduled
invoice, at Pegasus' option.
5. Term. The initial term of this Agreement shall be for three (3)
years from the date hereof provided that the Agreement may be
automatically renewed and extended by mutual agreement for
additional one (1) year terms thereafter.
6. Property Rights. The information provided by Participant is
acknowledged to
* CONFIDENTIAL TREATMENT REQUESTED BY PEGASUS SYSTEMS, INC.
INFORMATION CONTAINED IN THIS AGREEMENT HAS BEEN OMITTED SUBJECT TO A
CONFIDENTIAL TREATMENT REQUEST AND HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.
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be the sole property of Participant and Pegasus may not
distribute or allow access to any of the information in any
manner other than pursuant to this Agreement. Participant shall
be solely and exclusively responsible for the protection of any
and all of its intellectual property including, but not limited
to, the inclusion of any and all statutory or other notices
customarily used or required for purposes of providing notice of
ownership or protection of Participant's trademarks, trade names,
service marks or copyrights.
7. Disclaimer, Limitation of Liabilities and Risk of Internet Usage.
PEGASUS WILL NOT BE RESPONSIBLE OR LIABLE FOR (i) ANY
FALSIFICATIONS OR INACCURACIES IN ANY OF THE INFORMATION, (ii)
ANY ACT OR FAILURE TO ACT WITH RESPECT TO THE PUBLICATION OF THE
INFORMATION ON THE INTERNET OR CREATION OR FUNCTIONALITY OF
RESERVATION CAPABILITIES UNLESS EXPRESSLY SET FORTH HEREIN, (iii)
ANY CLAIM, DAMAGE, OR LIABILITY OF ANY NATURE ARISING OUT OF A
COMPUTER OPERATOR'S OR DISTRIBUTION SYSTEMS ACCESS TO
PARTICIPANT'S RESERVATION SYSTEM AND/OR THE MAKING, CHANGING OR
CANCELING OF A RESERVATION AND THE USE OF A CREDIT CARD OR OTHER
DEBIT DEVICE IN CONNECTION THEREWITH, OR (V) ANY CLAIM RESULTING
FROM ANY INTERRUPTION, MALFUNCTION OR CHANGE IN THE USE OF THE
INTERNET OR A DISTRIBUTION SYSTEM, EXCEPT TO THE EXTENT RESULTING
FROM PEGASUS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. ALL
WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE, MERCHANTABILITY, GOOD AND WOMANLIKE PRODUCT
OR SERVICE OR OTHERWISE ARE DISCLAIMED BY PEGASUS AND WAIVED BY
PARTICIPANT. PARTICIPANT ACKNOWLEDGES AND AGREES THAT ALLOWING
ACCESS TO ITS DATABASE AND RESERVATION SYSTEM TO COMPUTERS
ACCESSING THE INTERNET VIA ANY DISTRIBUTION SYSTEM IS AT
PARTICIPANT'S OWN RISK. Pegasus shall not be responsible for the
order, completeness or format of Participant's database being
published by distribution systems. Participant acknowledges and
agrees that the internet is a communication medium over which
Pegasus has no control and that its continued utilization in its
present form at current costs is uncertain. Therefore, if at any
time during the term of this Agreement, the cost of access to the
internet increases or there is imposed a fee or cost for access
to or use of the internet communication lines, or there is
imposed any law, governmental ruling, or regulation the result of
which increases the cost of access to or usage of the Internet or
otherwise makes it impractical to continue to perform this
Agreement, either party may, upon notice to the other party,
immediately terminate this Agreement without such action
* CONFIDENTIAL TREATMENT REQUESTED BY PEGASUS SYSTEMS, INC.
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constituting an event of default. Pegasus shall not be liable
for any breach of this Agreement resulting from an act of God,
accidents, power or telecommunication outages or delays,
mechanical defects or other events beyond its control.
8. Breach. In the event of a breach of this Agreement, the non-
breaching party may terminate this Agreement after providing
notice to the other party of such breach and the failure of the
breaching party to cure the breach within ten (10) days of
receipt of the notice. Upon breach by Participant and failure to
timely cure Pegasus may immediately cease the distribution and/or
publication of Participant's database on distribution systems.
9. Miscellaneous. This Agreement shall be interpreted in accordance
with the laws of the State of Texas and any legal proceeding
arising out of this Agreement shall have venue in Dallas County,
Texas. This Agreement shall be binding upon and inure to the
benefit of the legal representatives, successor and assigns of
the parties hereto. This Agreement contains all the provisions
of any agreement between Pegasus and Participant with respect to
the creation, maintenance and distribution of Participant's
database and Participant has not relied upon any promises or
representations by Pegasus with respect to the subject matter
except as set forth herein. This Agreement shall terminate and
replace any existing agreement between Participant and TravelWeb,
Inc.
* CONFIDENTIAL TREATMENT REQUESTED BY PEGASUS SYSTEMS, INC.
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PEGASUS SYSTEMS, INC. INTER-CONTINENTAL HOTELS
CORPORATION
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, 1120 Avenue of the Americas
Suite 1100 New York, New York 10036
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇.▇. ▇▇▇▇▇▇▇
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Date: 9/10/97 Date: 9/2/97
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* CONFIDENTIAL TREATMENT REQUESTED BY PEGASUS SYSTEMS, INC.
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SCHEDULE A
1. Fees. Participant shall pay to Pegasus the following fees:
(i) For 1 to 25 Participant properties in the database, *
property per month;
(ii) For 26 to 100 Participant properties in the database, *
property per month;
(iii) For 101 to 200 Participant properties in the database, *
property per month;
(iv) For 201 to 500 Participant properties in the database, *
property per month;
(v) For 501 to 1,000 Participant properties in the database, *
property per month;
(vi) For 1,001 to 2,000 Participant properties in the database,
* property per month;
(vii) For in excess of 2,000 Participant properties in the
database, * property per month.
The fees for this service shall be paid quarterly in advance.
* CONFIDENTIAL TREATMENT REQUESTED BY PEGASUS SYSTEMS, INC.
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