EXHIBIT 10.37
INTERNET TRAVEL NETWORK
GET ▇▇▇▇▇.▇▇▇ FLIGHTREZ AGREEMENT
This Agreement is made as of August ___, 1999 ("Effective Date") between
▇▇▇▇▇▇▇▇.▇▇▇, Inc., a California corporation with its principal place of
business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ("GT") and Northwest
Airlines, Inc., a Minnesota corporation with its principal place of business at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Company"). GT and Company are
sometimes referred to herein as a "Party" or collectively referred to as the
Parties
BACKGROUND: GT develops and markets travel-related technology and services for
use in connection with the World Wide Web. The GT Reservation System permits
customers to access real-time Computer Reservation System ("CRS") inventory and
make travel reservations via the World Wide Web. Company wishes to provide its
customers with access to the GT Reservation System via screens displaying Air
Outlet Consolidator's logos.
GT is in the business of developing web sites and Company wishes to jointly
develop with GT the Air Outlet Center web site ("Air Outlet Center Site" as
defined herein). GT is in the business of hosting web sites and Company wishes
to have GT host the Air Outlet Center Site. GT is in the business of providing
e-mail delivery of confirmation of travel plans made through the GT CRS and
Company wishes to have GT provide such e-mail confirmation to Company's
customers.
GT presented Company with a proposal, attached as Attachment G and Company
relied on such proposal in determining GT's ability and statements contained
therein formed the basis of the decision to award this contract to GT.
Now, Therefore, in consideration of the mutual agreements herein contained, and
other valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Parties, intending to be legally bound, agree as follows:
1. Definitions.
-----------
1.1 "Acceptance" means as set forth in Section 4.5.
1.2 "Additional Services" means any additional services which may be acquired
by Company under the terms of this Agreement and pursuant to a mutually
acceptable Statement of Work for Additional Services.
1.3 "ARC" means the Airline Reporting Commission.
1.4 "Booking" means the creation of a PNR within the database of the
applicable CRS and all changes and cancellations relating to such PNR.
1.5 "Co-Branded" means GT's logo and the phrase "Powered by Get ▇▇▇▇▇.▇▇▇"
will be prominently displayed on every page of the Private Label Site.
1.6 "Content" means the Company specific content as set forth in Attachment A
("Company Content") delivered by Company to GT for use in the Private Label
Site.
1.7 "CRS" means a computer reservation system implemented by the GT
Reservation System.
1.8 "Company Client" means a customer of Company's that utilizes the Private
Label Site.
1.9 "Defaulting Party" means as set forth in Section 21.1
1.10 "Event of Default" means as set forth in Section 21.1
1.11 "FlightREZ Product" means the GT Booking engine that enable airlines to
serve travelers directly.
1.12 "Fulfillment" means as set forth in Exhibit F.
1.13 "ISP" means the Internet Service Provider chosen solely by GT to provide
them the System.
1.14 "GT Reservation System" means GT's proprietary booking engine that
provides access to a real time CRS in order to make travel reservations via the
world wide web.
1.15 "Non-Defaulting Party" means as set forth in Section 21.1.
1.16 "Order" means Company's standard Purchase Order or any other document
referencing and incorporating the terms and conditions of this Agreement and
describing any Additional Services being ordered. Any preprinted terms and
conditions on Company's standard Purchase Order or other documents will be
replaced and superseded in entirety by the terms and conditions of this
Agreement. Notwithstanding the foregoing sentence, an Order may set forth
modifications and additions to the terms and conditions of this Agreement
provided, however, that such modifications and additions will only be effective
if agreed upon in writing by GT and Company set forth as an addendum to the
Order.
1.17 "PNR" means a single passenger name record containing sufficient
information to process a travel reservation.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
1.18 "Price List" means a schedule of Service Fees as set forth in Attachment C
hereby incorporated by into this Agreement by this reference.
1.19 "Private Label Site" means the set of world wide web pages, also referred
to herein as the Air Outlet Center Site, hosted by GT through which a Company
Client may access the GT Reservation System via screens displaying the Company
Content and incorporating product features as set forth in Attachment B.
1.20 "Services" means and duties or work including labor, consulting, training
implementation, Fulfillment, support, maintenance,, and other miscellaneous
services as may be provided by GT or any of GT's subcontractors or agents to
Company under this Agreement.
1.21 "Service Fee" means as set forth in Attachment C.
1.22 "Service Level" means the mutually agreed upon, quantifiable criteria for
assessing performance of the Private Label Site as set forth in Attachment D.
1.23 "Service Level Compliance" means, as applicable, GT's successful
performance in accordance with the Service Level as measured against the
quantifiable criteria set forth in Attachment D. The calculation of Service
Level Compliance will exclude downtime related to Company's databases, any
utilized CRS, internet backbone or mapping software vendors and any of the
causes set forth in Section 28 or caused by any act or omission of Company.
1.24 "Statement of Work" means GT's description of work as and attached here to
as Attachment E.
1.25 "Statement of Work for Additional Services" means a document describing
the specifications of Additional Services as may be attached to an Order
pursuant to the mutual agreement of the parties. The Statement or Work will
include a detailed description of Additional Services, a performance schedule
(including all major deliverables and milestones), GT and Company
responsibilities in conjunction with the performance of the Additional Services.
In addition, the Statement of Work may include items such as account and project
management requirements, performance reporting and any other special provisions
or requirements related to Additional Services.
1.26 "System" means Private Label Site, the GT Reservation System and/or ISP
provided by GT hereunder.
1.27 "Ticket" means the issuance of ARC documents by GT as required for each
PNR. Such issuance may be in the form of an email confirmation (for air, car or
hotel), electronic confirmation (e.g. E-Ticket) or authorized ARC paper
collateral (for air travel).
1.28 "Update" means any related updates of Company Content as defined herein.
1.29 "Upgrade" means any GT FlightREZ product enhancements developed by GT
during the Initial Term or any successive six month renewal periods of this
Agreement.
2. Rules of Construction.
2.1 The following rules of construction apply to this Agreement:
2.2 The singular includes the plural and the plural includes the singular;
2.3 "include" and "including" are not limiting;
2.4 "hereby", "herein", "hereof", "hereunder", "the Agreement", "this
Agreement" or any like words refer to this Agreement;
2.5 A reference to a law includes any amendment or modification to such law and
any rules or regulations issued there under or any law enacted in substitution
or replacement therefore;
2.6 A reference herein to a Section, Exhibit, Attachment, Appendix or Schedule
without further reference is a reference to the relevant Section, Exhibit,
Attachment, Appendix or Schedule of this Agreement;
2.7 Any right may be exercised at any time and from time to time unless
specified otherwise herein;
2.8 The headings of the Sections and portions thereof are for convenience only
and will not affect the meaning of this Agreement; and
2.9 Any reference to days will mean calendar days unless specifically noted
otherwise.
3. Content and License Rights.
--------------------------
3.1 GT grants to Company a world-wide, non-exclusive, non-transferable, non-
sublicensable, royalty-free license during the term of this Agreement to use the
FlightREZ Product in connection with the Private Label Site. Company
acknowledges GT's proprietary rights set forth in Section 16.
3.2 Company will provide GT with the Content necessary to implement the Private
Label Site. Company grants to GT a world-wide, non-exclusive, royalty-free
license during the term of this Agreement to use, reproduce, electronically
distribute, publicly display, and publicly perform the Content delivered to GT
by Company only in connection with the Private Label Site. GT acknowledges that
Company owns all right, title and interest in and to the Content.
2
4. Functionality and Implementation.
--------------------------------
4.1 Other than the Design and Set-up fee set forth in Exhibit C, the Private
Label Site will implement, at no additional cost to Company, GT's airline
product features as described in Attachment B ("AIRLINE PRIVATE LABEL PRODUCT
FEATURES") including searching and retrieving airline travel information and
booking airline Tickets.
4.2 GT and Company will use diligent efforts to mutually develop the Private
Label Site to meet the requirements set forth in Attachment B.
4.3 GT will host the Private Label Site. GT acknowledges that Company relies
on GT's ability and discretion in choosing an ISP.
4.4 Company and GT will use commercially reasonable efforts to implement the
Private Label Site in accordance with the Statement of Work within the time
frames set forth on Attachment C. Implementation is understood to mean
providing the Private Label Site to Company in order for testing to occur (and
in turn -- acceptance) as set forth in Section 4.5 below. If GT does not
implement the Private Label Site within such time frame through no fault of
Company, Company may either (i) extend the time frame for implementation or (ii)
terminate this Agreement with no amount owing to GT (which will be Company's
sole and exclusive remedy).
4.5 Acceptance of the Private Label Site will be deemed to have occurred within
thirty (30) days of release of the site by GT to Company, unless otherwise
communicated by Company to GT in writing. In the event that Company
communicates any nonconformance in the Private Label Site to GT in writing, GT
will use reasonable commercial efforts to promptly correct or remedy such
nonconformance and retender the Private Label Site for further testing. If
Company fails to provide GT with notice of nonconformance within fifteen (15)
business days of retender or any subsequent retender, the Private Label Site
will be deemed Accepted and the last day will be deemed the "Date of
Acceptance." If the Date of Acceptance has not occurred by the date sixty (60)
days from the date of implementation as set forth in Section 4.4 above Company
will within ten (10) calendar days thereafter to, notify GT in writing of its
election to do either of the following: a) instruct GT to correct any
deficiencies and retender the Private Label Site for testing as often as
necessary to achieve Acceptance or b) terminate this Agreement in its entirety
as Company's sole and exclusive remedy. Notwithstanding the above, release of
the Private Label Site to its Company Clients to perform live bookings will be
considered Acceptance of the Private Label Site by the Company. Failure to
object prior to the Date of Acceptance will not limit GT's obligations to
correct material non-conforming conditions later discovered pursuant to this
Agreement The Design and Set Up Fee as stated in Attachment C will be due and
owing to GT on the Date of Acceptance. The acceptance processes set forth
within this Section 4.5 will also govern the acceptance procedure for Additional
Services, Section 4.9.
4.6 After initial implementation to incorporate Content, GT will have no
obligation to perform further development or customization, other than as set
forth herein. Any look and feel modifications to the Private Label Site will
be made as mutually agreed upon by GT and the Company at no cost to Company.
Such look and feel modifications will be completed within five (5) days after GT
and Company agree. GT will deliver to Company at no cost, annually up to two
(2) revisions to or additions of the Airline Private Label Product Features as
defined in Section 4.1.. Such revisions are more than the look and feel
modifications as described above.
4.7 Company may provide GT Updates for the Private Label Site. GT agrees to
use diligent efforts to implement such Updates within twenty-four (24) hours of
receipt of the Content, provided however, the Content required for such Updates
will be substantially in the format mutually agreed upon between GT and Company
and as reflected on Attachment A. GT will implement such Updates at no
additional cost to Company.
4.8 GT will provide, general maintenance to the Private Label Site and GT
Reservation System during the terms of this Agreement, which shall be performed
during off-peak hours, as determined by GT in its sole discretion. GT will
notify Company in writing, via e-mail or other method as mutually agreed upon,
so that from the time of Company's receipt of such notification at least twenty-
four (24) hours passes before performance of any maintenance that will
materially interferes with the Company Client's Private Label Site experience.
Not withstanding the aforementioned, GT will not perform maintenance work
during time periods as provided in writing by Company to GT.
4.9 In the event Company requests Additional Services from GT and such
Additional Services does not relate to the timeliness of the Content Update as
set forth above in Section 4.7, or look and feel Private Label Site
modifications or the two (2) Private Label Site revisions as set forth in
Section 4.6 above, Company and GT will follow procedures as set forth in Section
4.5 above. Fees for Additional Services will be as set forth in Attachment C and
due and owing to GT upon the Date of Acceptance.
4.10 During the term of this Agreement, GT agrees to use reasonable commercial
efforts to provide to Company, , Upgrades to the Private Label Site, at the same
or no cost to Company as generally made available to customers using the GT
FlightREZ Product.
5. Service Level Compliance.
------------------------
5.1 GT will comply with the Service Levels as set forth in Attachment D so as
to achieve Service Level Compliance. In the event GT falls below the Service
Levels set forth in Attachment D Company may (i) agree to discuss an alternate
remedy, or (ii) terminate this
3
Agreement in accordance with Section 20.6 and such termination is Company's sole
and exclusive remedy for breach of this Section.
5.2 GT will provide a report on Fulfillment in a mutually acceptable format.
GT will provide reports to Company, detailing performance in connection with
Service Level Compliance objectives as stated in Attachment D.
6. Access.
------
6.1 Company will assign a Universal Resource Locator (URL) for the Private
Label Site.
6.2 GT will be solely responsible for all the necessary computer hardware,
software, modems, connections to the internet and other items as are needed for
hosting and maintaining the Private Label Site (herein referred to as
"Equipment"). GT will be solely responsible for all costs associated with the
aforementioned Equipment for hosting and maintaining the Private Label Site. In
the event hosting and maintaining the Private Label Site requires additional
communications connections to GT, the CRS or the internet, GT will be solely
responsible for all costs associated with such connections for hosting and
maintaining the Private Label Site. GT will maintain management control of any
hardware, and costs associated with such hardware, required to support the
Private Label Site within GT's data center. Company and Company Clients will be
solely responsible for all necessary computer hardware, software, modems, and
connections to the internet and other items as are needed for accessing the
Private Label Site.
7. Technical First and Second Level Support.
----------------------------------------
7.1 GT will provide first level end-user travel related support to Company
Clients, as set forth in Attachment H.
7.2 GT will provide Company with its standard second tier technical support for
the Private Label Site(s) as set forth in Attachment D at no cost. Such support
will include, but not be limited to, telephone support to Company's designated
support contact twenty-four (24) hours a day, seven days a week.
8. Bookings. GT will book to the applicable CRS and email a confirmation, if
--------
possible, to the Company Client for each Booking made through the Private Label
Site within two (2) hours for such Booking. GT will keep records of such
Bookings. GT will accumulate and invoice all Tickets fulfilled from Bookings on
the Private Label Site directly to Company on a monthly basis, which will
include a monthly report of such Bookings. Such report will contain the Company
Client's name, the number of travelers, the PNR number and the Booking date.
9. Payments.
--------
9.1 Other than the Design and Set-up fee set forth in Attachment C, Company
will receive at no additional cost, all the Airline Private Label Site Product
Features set forth in Attachment B hereto. If Company requires the
implementation of any Additional Services, including additional features not
listed in Attachment B or the Statement of Work, then Company will pay the
additional fees as set forth in Attachment C.
9.2 Except as otherwise stated herein, all payments undisputed in good faith
due to GT hereunder (other than the initial Design and Set-up Fee) will be made
within forty-five (45) days of Company's receipt of GT's invoice. Late payments
will bear interest at 1.0% per month or the maximum rate permitted by law,
whichever is less.
9.3 Currency. Unless specifically agreed upon otherwise and set forth in the
Order, all payments hereunder will be made in United States currency.
9.4 Reimbursable Expenses. If agreed to in writing by the Parties, Company
will reimburse GT for reasonable, actual, out-of-pocket expenses incurred by GT
in conjunction with out of town travel required for GT to perform the Services,
provided that such travel is approved in advance by Company's representative.
Company will, at its option, provide GT with Coach Class space available or
other Tickets for air travel on Northwest Airlines or reimburse GT for Coach
Class, round trip air travel. GT will utilize Northwest Airlines air
transportation unless specifically approved otherwise, on a case by case basis,
by Company's representative. Other reimbursable expenses will be limited to
reasonable and actual expenses for lodging, meals, local transportation, and
incidentals only as are required by GT in the performance of its obligations
hereunder. Unless specifically agreed upon otherwise by Company's
representative, rental car expenses will only be reimbursed if the car is
necessary for GT to complete its obligations hereunder. Receipts will be
required for any expenditure totaling US $25.00 or more. Air travel, hotel and
rental car expenses will only be reimbursed if reservations are made through
Company's representative, unless Company declines to make such reservations.
Notwithstanding the foregoing, the Parties may agree upon, in advance of any
travel, a per diem payment in lieu of reimbursement.
10. Adjustments to Charges. The prices set forth in Attachment C will be fixed
----------------------
for the duration of the Initial Term set forth in Section 20.1. Thereafter such
charges may, upon ninety (90) days prior written notice, be adjusted by GT.
However any increase in any fee will be limited to five percent (5%) in any
twelve (12) month period.
11. Audit. GT agrees that all of its books and records relating to the
-----
Services provided hereunder will be maintained for not less than two (2) years
after the delivery of Services and will, upon reasonable cause and notice, be
subject to inspection and audit at Company's expense by an independent certified
public accountant employed by Company solely for this purpose and reasonably
acceptable to GT. As a condition to such examination, the independent public
accountant selected by Company will execute a written agreement, reasonably
satisfactory in form and substance to GT, to maintain in
4
confidence all information obtained during the course of any such examination
except for disclosure to Company and GT as necessary for the above purpose and
will only conduct such audit during regular business hours.
12. Expenses. Except as otherwise provided herein, each Party agrees to bear
--------
its own costs and expenses in connection with preparation, execution and
delivery of this Agreement and all documents and instruments executed pursuant
hereto, including, but not limited to, legal and accounting fees and expenses.
13. Collection. If GT is required to institute any proceeding to obtain
----------
payment and prevails in such proceeding, Company agrees to pay the costs and
expenses (including reasonable attorney's fees) incurred by GT in connection
therewith.
14. Disputes. If Company in good faith disputes any invoice rendered or amount
--------
paid, Company will remit the portion not in dispute in a timely manner and will
deliver to GT a statement stating the specific basis for the dispute in detail
sufficient to enable GT to evaluate Company's claim. The Parties will use all
reasonable efforts to resolve such dispute expeditiously. If Company so
notifies GT of a disputed amount, the time for paying the disputed portion of
the invoice will be extended by a period of time equal to the time between GT's
receipt of such notice from Company and the resolution of such dispute.
15. Warranties and Disclaimers.
--------------------------
15.1 Each of GT and Company warrants to the other that it has the right to
enter into this Agreement and perform its obligations hereunder. Without
limiting the generality of foregoing, Company warrants to GT that it now has
and/or will have the right to provide GT with all Content to be provided with
respect to this Agreement.
15.2 If there is an error in posting fares and a Company Client purchases an
incorrectly priced ticket, and Company can document that such error was caused
by GT's negligence, Company will be entitled to receive the difference in the
amount collected and the actual correct fare and any related taxes, including
but not limited to associated passenger facility charges, sales and use taxes,
stamp taxes, excise taxes, APHIS user fees, value added taxes (in the nature of
a sales or use tax), gross receipt taxes (in the nature of sales or use tax) and
U.S. Customs and Immigration user fees. Such a refund shall be Company's sole
and exclusive remedy for such errors. GT's maximum liability to Company will be
the aggregate of the amount of money paid to GT by Company for the Private Label
Site during the six month period prior to the date on which the documented error
caused by GT's negligence arose.
15.3 GT is and will remain a member of ARC in good standing throughout the term
of this Agreement.
15.4 EXCEPT AS PROVIDED ABOVE, ALL INFORMATION, TECHNOLOGY AND SERVICES
PROVIDED BY GT HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS OR
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, GT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO SUCH INFORMATION, TECHNOLOGY
AND SERVICES.
16. Proprietary Rights.
------------------
16.1 GT represents that GT owns all right, title, and interest in and to all
components of the Private Label Site, not to include Content provide by Company,
and GT Reservation System, including all derivatives of and modifications
thereto and Company acknowledges this representation.
16.2 Nothing in this Agreement will give Company any right or license to use,
reproduce, display or distribute (electronically or otherwise) any technology or
intellectual property rights in the GT Reservation System.
16.3 GT reserves the right to display its copyright, standard trademark graphic
and disclaimer on the Private Label Site in a manner and format to be mutually
agreed upon by GT and Company.
16.4 Company will determine all terms and conditions of Company travel services
offered through the Private Label Site.
17. Indemnity.
---------
17.1 Except for any third party claims addressed by Section 17.2 below, each
Party will indemnify the other Party for amounts spent in defense and amounts
actually awarded in third party suits arising solely out of that Party's
negligence and/or willful misconduct in accordance with the activities
contemplated by this Agreement, provided however that the party seeking
indemnification will give the indemnifying party prompt notice in writing of
such suit or proceeding, the indemnifying party will have complete control of
the settlement and defense and the party seeking indemnification will provide
any information and assistance reasonably requested by the indemnifying party
(at the indemnifying party's expense).
17.2 Infringement Indemnity. As of the Effective Date, GT warrants and agrees
that it will defend any suit or proceeding that may arise against Company for
alleged infringement of any U.S. copyright or patent relating to the use of the
GT Reservation System, and that GT will indemnify and hold harmless the Company
against any loss, including damages, costs and expenses (including attorney
fees) that may be incurred by the assertion of any such patent or copyright
claims by a third party; provided however that Company will give GT prompt
notice in writing of such suit or proceeding, GT will have complete control of
the settlement and defense and Company will provide any information and
assistance reasonably requested by GT (at GT's expense) GT will obtain
5
Company's consent for any settlement that would result in direct liability to
the Company. The foregoing obligation does not apply with respect to services
not supplied by GT (e.g. third party software, services, telecommunications or
technology) but does include any and all third party software that may be
embedded in the GT Reservation System. In the event such a claim by a third
party causes Company's quiet enjoyment and use of the GT Reservation System to
be seriously endangered or disrupted, GT will, at GT's option: (a) replace the
GT Reservation System, without additional charge, with a compatible,
functionally equivalent and non-infringing system; (b) modify the GT Reservation
System to avoid the infringement; (c) obtain a license to continue use of the GT
Reservation System for the term of this Agreement and pay any additional fees
required for such a license; or (d) if none of the foregoing alternatives are
practical even after GT's best efforts, GT will refund to the Company all
amounts for Design and Set-up Fees and the Additional Services paid by the
Company to GT (up to [*]), and both parties will have the right to immediately
terminate the Agreement.
17.3 As of the Effective Date, GT has no knowledge of any existing infringement
of its rights to provide the GT Reservation System or Services, nor of any
dispute as to the ownership or any other matter that might affect the validity,
continuance, ownership or value thereof or GT's ability to enter into this
Agreement.
17.4 Company's sole and exclusive remedy for any liability to Company resulting
from any infringement is indemnification and or termination as set forth herein.
18. Insurance.
---------
18.1 GT will maintain insurance, with an insurance company satisfactory to
Company, in the following amounts:
(i) Worker's Compensation - Statutory Limit
---------------------
(ii) Employers Liability - $500,000
-------------------
(iii) Commercial General Liability - $2,000,000 Combined Single Limit
----------------------------
Insurance per occurrence. (This is a minimum amount. Airport requirements
or the nature of the work may necessitate higher limits, but in no event
to exceed $5,000,000.) Commercial General Liability insurance will include
policies for: personal injury; insured contractual liability; completed
operations/product liability; naming Company as an additional insured; and
provide severability of interest, cross liability and independent
contractor's coverage.
(iv) Business Auto Policy - $1,000,000 Combined Single Limit. Such insurance
--------------------
to cover owned, non-owned and hired vehicles when doing work on Company's
premises.
18.2 GT agrees to insure (or self-insure) all losses to its owned or leased
tools and equipment used in the provision of the Services and agrees to obtain
an endorsement from its insurance carrier waiving its right of subrogation
against Company.
18.3 If requested by Company, Certificates of Insurance will be delivered to
Company evidencing compliance with the insurance terms of this Agreement. All
of the above insurance will be written through a company or companies
satisfactory to Company, and the Certificates of Insurance will be of a type
that unconditionally obligates the insurer to notify Company in writing at least
thirty (30) days in advance of the effective date of any material change in or
cancellation of such insurance. GT's failure to provide or to maintain the
insurance required during the term of this Agreement will be deemed an Event of
Default in accordance with Section 21.1.
19. Limitation on Damages. Except as stated in Section 17.2 above, not
---------------------
withstanding any other provisions in this Agreement, GT's maximum liability to
Company will be the aggregate of the amount of money paid to GT by Company for
the Private Label Site during the six month period prior to the date on which
the cause of action arose. Except as stated in Section 17.2 above, in no event
will either Party be liable to the other under contract, negligence, strict
liability or any other legal or equitable theory for any cost of procurement of
substitute goods, technology, services or rights, for loss or corruption of
data, for any incidental, indirect, special, or consequential damages.
20. Term and Termination of Agreement.
---------------------------------
20.1 Unless terminated earlier as provided herein, this Agreement will begin on
the Effective Date and continue for an initial period of one year from the Date
of Acceptance (the "Initial Term"). Thereafter, this Agreement will
automatically renew for successive periods of six (6) months unless either Party
gives written notice of its intent not to renew to the other Party no later than
ninety (90) days prior to the end of the Initial Term or any such six (6) month
renewal period.
20.2 Either Party may terminate this Agreement upon sixty (60) days written
notice in the event the other Party breaches any material term (such material
term will not include Service Level failures for purposes of this Section 20.2.
Termination for Service Level failure are provide in Section 20.6) of this
Agreement and such breach continues without cure for a period of sixty (60) days
following specific written notice by the Non-Defaulting Party to the Defaulting
Party of such breach and request for termination.
20.3 This Agreement may also be terminated by either Party without cause by
giving ninety (90) days prior written notice to the other Party.
20.4 Company may terminate any Additional Service under any Order, in whole or
in part, for convenience upon
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
6
giving at least thirty (30) days prior written notice. In such event, Company
will reimburse GT on a time basis for all work performed by GT up to the
effective date of termination. Payment of all outstanding invoices will be made
up to and including the last day of the Additional Service. Company will not be
liable for any costs incurred by GT in connection with the termination of
Additional Services other than payment for Additional Services provided prior to
the effective date of termination.
20.5 Exercise by either Party of its right to terminate this Agreement under
this Section 20 or under any other provision of this Agreement will not affect
or impair such Party's right to enforce its other rights or remedies under this
Agreement. All obligations of each Party that have accrued before termination or
that are of a continuing nature will survive termination.
20.6 In the event GT falls below the Service Level standards set forth in
Attachment D twice in a quarter (a quarter being three consecutive calendar
months), Company may terminate this Agreement with thirty (30) days prior
written notice to GT.
20.7 .Sections 13, 15, 16, 17, 19 through 22, 28, and 31 through 46 will
survive any termination or expiration of this Agreement. Any payment obligations
which exist as of the termination or expiration of this Agreement will remain in
effect.Post-Termination Obligations. In the event Company provides GT with
notice that Company intends to terminate this Agreement, GT agrees to provide
Services, as requested by Company, in a good faith and business like manner,
under the terms and conditions of this Agreement for a minimum of ninety (90)
days from the date such termination is effective. GT will in good faith and in a
business like manner provide Services and work with another supplier and Company
to structure a smooth changeover during any transition period from GT provided
Services to any other supplier of services. The obligations of GT under this
Section 20.8 are subject to the timely payment by Company of all accrued fees
and expenses under this Agreement, including, without limitation, the fees and
expenses due GT pursuant to this Section 20.8. GT will be paid its then current
rates for work performed after termination.
21. Default; Remedies.
-----------------
21.1 Events of Default. Each of the situations set forth below will constitute
an event of default (an "Event of Default") hereunder. The term "Defaulting
Party" will be defined as the Party responsible for the Event of Default and the
term "Non-Defaulting Party" will be defined as the Party not responsible for the
Event of Default:
(i) Either Party will fail to make any payment required under this Agreement
when due and such failure will continue uncured for a period of sixty
(60) days after receipt of written notice of such non-payment;
(ii) Either Party will default in the performance of any other material
covenant contained herein and such default will continue uncured for a
period of sixty (60) days after receipt of written notice thereof;
(iii) Any representation or warranty made by either Party herein will prove to
have been false or misleading in any material respect when made and has
materially harmed the Non-Defaulting Party; and
(iv) In the event that either of the Parties become insolvent or bankrupt or
make an assignment for the benefit of creditors, if an order of
sequestration or liquidation is made against the Parties or if the Parties
try to take advantage of a statute relating to insolvency, bankruptcy or
arrangements with creditors.
21.2 Remedies. If an Event of Default occurs under this Agreement, the Non-
Defaulting Party may proceed by appropriate court action to recover reasonable
damages for the breach against the Defaulting Party.
22. Confidentiality. Both Parties to this Agreement acknowledge that it or its
---------------
employees may be exposed to or acquire information in connection with this
Agreement that is proprietary or confidential to the other Party or third
parties to whom either Party has a duty of confidentiality. Except as set forth
below, any and all information relating to the business of either party or its
clients or customers and other information obtained by either Party or its
employees or subcontractors in the performance of this Agreement will be deemed
to be confidential and proprietary information provided all such material is
clearly labeled as "Confidential" or "Proprietary". Notwithstanding the above,
Company Clients' names, travel destinations, itineraries, technical data,
implementation plans, traveler profiles (including credit card information), and
travel contracts will be considered confidential information regardless of
whether it is labeled as such provided that GT is not prohibited from (i) using
or disclosing such information, externally, in an aggregate or statistical
composite form or (ii) using or disclosing such information to its auditors,
attorneys, potential investors and acquirers, or as required by law and/or
statute. Except as provided herein, each Party agrees to hold confidential
information in strict confidence and not to disclose such information to third
parties or to use such information for any purpose whatsoever other than as
necessary to perform under this Agreement. Furthermore, except as needed to
perform the obligations provided herein, or as otherwise set forth in this
Section, GT agrees that Company Clients' personal data and credit card
information will not be provided to any third party and in no event shall such
information be sold, rented, traded or otherwise distributed to any third party
by GT without Company Clients' prior written consent. Each Party will require
that each of its employees, subcontractors, potential investors and acquirers
who may be exposed to such proprietary and confidential information execute a
non-disclosure agreement containing terms at least as protective of the parties'
confidential information as set forth in this Section 21.3.
7
Either Party's confidential information will not include (i) information that is
now or subsequently becomes publicly available without breach of this Agreement
by the receiving Party, (ii) information made available to either Party from
other sources without any obligation of confidentiality, (iii) information that
is already in either Party's possession not subject to an obligation of
confidentiality, (iv) information that is independently developed by either
Party without reference to any confidential information and (v) information that
is disclosed pursuant to an order or a court or governmental agency as so
required by such order, provided that the receiving Party will make reasonable
efforts to first notify the disclosing Party of such order and afford the
disclosing party the opportunity to seek a protective order relating to such
disclosure.
23. Year 2000 Compliance.
--------------------
23.1 GT represents and warrants that the GT Reservations System, and Equipment
utilized by GT as set forth in section 6.2 and Service (collectively hereby
referred to as "GT Products" )are Year 2000 complaint. In order to be deemed
Year 2000 compliant, the GT Products must meet the following requirements: (a)
the ability to manage and manipulate Date Data, specifically including Date Data
from more than one century; (b) all Date Data (whether received from users,
systems, applications or other sources) must include an indication of century in
each instance; and (c) all date related outputs and results, in any form, must
include an indication of century in each instance. As used in this Section 22,
the term "Date Data" means any data or input, which includes an indication of
date. Upon reasonable prior notice, GT will provide adequate assurances of Year
2000 compliance to Company in the form of evidence of Year 2000 compliance
testing, including the results of GT's compliance testing efforts for the
Services covered under this Agreement. In the event that GT fails to provide
adequate, timely Year 2000 compliance testing evidence to Company, GT will
promptly effectuate such Year 2000 compliance testing in accordance with
Company's request.
23.2 No representation or warranty, however, is made with respect to any third
party technology being used in combination with technology provided by GT,
including without limitation, third party software, services, telecommunications
or technology. To the extent there is a breach of this Section 22, Company will
provide notification to GT of such breach and GT will expend efforts within a
reasonable period of time in which to cure such breach at GT's sole expense.
This will be Company's sole and exclusive remedy for breach of this provision.
24. Service Warranty.
----------------
24.1 GT warrants that it will perform all Services in a good, workmanlike, and
safe manner. GT will properly supervise all phases of the Services being
performed, to guard and protect Company against all defects in materials and
workmanship, and to ensure completion of the Services in accordance with the
terms of this Agreement. In the event the Services provided by GT hereunder do
not conform to the warranties set forth above, GT will promptly notify Company
and re-perform such non-conforming Services at GT's expense. Such re-performance
is Company's sole and exclusive remedy for non-conformance with the warranties
provided herein.
24.2 GT warrants that it has the experience, knowledge and skill to
successfully perform the Services described in this Agreement at a level of
expertise of other suppliers that present themselves to have similar experience,
knowledge and skill. In the event that Company in good faith determines that GT
does not have the experience, GT's sole remedy for a breach of this Section,
will be termination.
25. GT's Employees; Supervision and Subcontractors.
----------------------------------------------
25.1 The Parties acknowledge and agree that GT, and any individual utilized by
GT to perform GT's obligations under this Agreement, is an independent
contractor and not an employee of Company and that GT will have no authority to
bind Company or otherwise incur liability on behalf of Company. Company will
have no obligation whatsoever to provide any employee benefits or privileges of
any kind or nature to GT, including, without limitation, insurance benefits,
pension benefits or travel privileges. Further, GT agrees that Company is not
responsible to collect or withhold federal, state or local taxes, including,
without limitation, income taxes, social security taxes, unemployment taxes or
Medicare taxes, and that any and all taxes imposed, assessed or levied as a
result of payments made to GT pursuant to this Agreement or the fees, and any
penalties assessed on or against such taxes, will be paid by GT, or if paid by
Company, GT will reimburse Company upon demand. GT will further reimburse
Company upon demand for any costs incurred by Company to pay for employee
benefits upon GT or any individuals utilized by GT to perform its obligations
under this Agreement. Reimbursement for any costs associated with the foregoing
will be considered an adjustment to the price of Services contracted for in this
Agreement.
25.2 Subcontractors. In the event any of the Services provided by GT hereunder
are to be performed by a subcontractor, such subcontractor will be required to
execute a written non-disclosure agreement containing provisions at least as
protective of Company's confidential information as is set forth in Section 21.3
of this Agreement, and GT will remain primarily liable for work performed by any
subcontractor.
25.3 List of Personnel/Removal. If any one of GT's or GT's subcontractors or
subcontractor's employees does not demonstrate adequate performance capability
in Company's good faith judgment, or is disruptive in any way, Company may
request to have such person, removed. Whether or not such person is removed, is
at GT's sole discretion. In the event of a removal, if such removal occurs
within the first five (5) working days after
8
such person commences the performance of Services, GT will not invoice Company
for any hours worked by such removed person. If such removal occurs after the
first five (5) working days but within the first fifteen (15) working days after
such person commences the performance of Services, GT will invoice Company for
50% of the hours worked by such removed person. If such removal occurs at any
time thereafter, GT will invoice Company for all hours worked by such removed
person.
26. Publicity and Marketing. Both Parties agree to cooperate with each other
-----------------------
so that each Party may issue a press release concerning this Agreement, provided
that each Party must provide written approval of any press release prior to its
release, which will not be unreasonably withheld. Company agrees that it may be
designated as a "reference account" for GT's online travel technology solution
to certain potential customers, upon terms to be mutually agreed by the Parties
hereto. GT will not include any reference to Company in any marketing materials,
customer lists or other documents distributed to third parties, except as
otherwise stated herein, without Company's prior written consent which will not
be unreasonably withheld or delayed.
27. Clearances, Permits and Code Compliance. If applicable, GT will at its
---------------------------------------
expense obtain all clearances, permits, fees and professional licenses necessary
to perform the Services under this Agreement. GT will comply with all federal,
state and local statutes, laws, ordinances, regulations, rules, codes and orders
bearing on the conduct of the work enacted or adopted by any federal, state,
local, municipal or other authority or governmental body having jurisdiction, or
any rules or regulations of any insurance company, board of fire underwriters,
bureau or similar body applicable to the Services to be performed hereunder and
will notify Company if this Agreement is at variance therewith.
28. Time of the Essence. The Parties acknowledge that time is of the essence
-------------------
in performance of their obligations under
29. Force Majeure. Neither Party will be responsible for delays in or
-------------
suspension of performance caused by acts of God or governmental authority,
strikes or labor disputes of such Party, fires or other loss of production
facilities, breach by suppliers of supply agreements, or other such causes
beyond the reasonable control, and not the result of the fault or neglect, of
that Party. In the event of a strike or work stoppage by GT's personnel, or any
occurrence beyond GT's control that curtails GT's ability to provide the
Services set forth herein, GT will use its best efforts to redirect, reassign or
transfer work to unaffected GT operations or to a qualified subcontractor. A
strike or work stoppage by Company's personnel will not relieve GT of its
obligations to perform Services under this Agreement. Notwithstanding anything
in this Section 28 to the contrary, in the event that GT delays or suspends
performance pursuant to this Section 28, and such delay or suspension continues
for thirty (30) days, then, at any time thereafter, Company may terminate this
Agreement, in whole or in part, immediately upon written notice.
30. Fulfillment. GT's travel office will finalize all travel transactions,
-----------
collect payments, manage accounting and provide for the delivery of documents in
accordance with the provisions of Attachment F. Company will pay to GT the per
Ticket transaction fee as set forth in Attachment C, which will be invoiced by
GT to Company on a monthly basis in accordance with Section 8.
31. Taxes.
-----
31.1 Except as provided herein, Company will pay all sales and use taxes that
are lawfully imposed by any governmental authority in the United States and are
based on or measured by any payments of Company pursuant to this Agreement, and
for which no exemption is available. GT will pay all taxes that are: (i)
lawfully imposed on GT by any governmental authority outside of the United
States; or (ii) on, based on, or measured by, gross or net income or gross or
net receipts (including any capital gains taxes or minimum taxes) of GT, or
taxes which are capital, doing business, excess profits, net worth, or franchise
taxes of GT. GT will pay any interest, additions to tax, or penalties associated
-
with the taxes set forth in (i) or (ii) above. GT also will pay any interest,
additions to tax, or penalties caused by or arising out of the willful
misconduct or negligence of GT.
31.2 No sales tax will be collected by GT if: (i) a specific exemption applies
to (a) the Services purchased hereunder, or (b) any transaction occurring
pursuant to this Agreement, (ii) Company provides evidence to GT in a form
satisfactory to GT or the applicable taxing authority that Company has been
authorized by the applicable taxing authority to make tax payments directly to
it, or (iii) GT is obligated to pay the taxes provided in 31.1(i) or (ii). GT
will promptly, upon receipt from any tax authority of any levy, notice,
assessment, or withholding of any tax for which Company may be obligated, notify
Company in writing directed to the following address: Senior Tax Counsel,
Northwest Airlines, Inc., Dept. A4450, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇.
31.3 If under the applicable law of the taxing jurisdiction, Company is allowed
-
to contest directly any tax for which Company may be obligated, then Company
will be entitled at its own expense and in its own name, to contest the
imposition, validity, applicability or amount of such tax and, to the extent
permitted by law, withhold payment during pendency of such contest. If company
is not permitted by law to contest such tax in its own name, upon Company's
request, GT will in good faith and using best efforts, at Company's expense,
contest the imposition, validity, applicability or amount of such tax. GT will:
(i) supply Company with such information and documentation reasonably requested
by Company as are necessary or advisable for Company to control or participate
in any proceeding to the extent permitted herein, and (ii) make all reasonable
efforts to assist Company with evidentiary and procedural development of any
such proceeding or contest. GT will in good faith and using best efforts, assist
Company with the accumulation of information and documentation requested by
Company to recover or seek a refund of any sales or use tax paid by
9
Company as a result of its purchases pursuant to this Agreement.
31.4 Upon Company's request, GT will delineate all fees among the component
portions of the Services contracted for in this Agreement. Such "component
portions" for purposes of section 31.4 include, but are not limited to, (i)
maintenance, including upgrades and enhancements, (ii) installation, (iii)
support, and (iv) training and related manuals.
31.5 Passenger Taxes. GT shall be responsible for collecting (1) any taxes
---------------
pursuant to Section 4261 of the Internal Revenue Code, as amended or succeeded,
("Section 4261 Taxes") on any amounts paid by the customers of the Air Outlet
Center to GT or the Air Outlet Center, and (2) any passenger facility charges,
stamp taxes, excise taxes (including segment fees), value added taxes (in the
nature of a sales or use tax), gross receipts taxes (in the nature of a sales or
use tax), APHIS user fees, U.S. Customs user fees, U.S. Immigration user fees,
security charges, and any other taxes and/or user fees imposed by any domestic
or foreign governmental entity on a per passenger basis provided that such
charges, taxes, or fees are typical of those collected at point of sale ("Other
Collected Taxes") on any amounts paid by the customers of the Air Outlet Center
to GT or the Air Outlet Center. GT shall then remit such Section 4261 Taxes and
such Other Collected Taxes to the Company through the use of ARC and in full
compliance with all procedures established by ARC.
32. Right To Assurance. If Company, in good faith, has reason to question GT's
------------------
intent or ability to perform, Company may request that GT give written assurance
of intent to perform. In the event that a request is made and no assurance is
given within ten (10) days, Company may treat this failure as an anticipatory
repudiation of this Agreement and terminate this Agreement thereafter upon
written notice as it's sole remedy.
33. Liens. GT will keep the Company's premises, improvements, machinery,
-----
equipment and any other property of Company free and clear from any and all
liens arising out of the performance of Services hereunder by GT. GT will obtain
properly executed waivers and releases from all subcontractors or other persons
entitled to liens for Services furnished in accordance with this Agreement. GT
hereby indemnifies Company against and will hold Company harmless from any and
all costs, expenses, losses and all damages resulting from the filing of any
such liens against Company including, but not limited to, attorneys' fees.
34. Governing Law. The provisions of this Agreement will be construed,
-------------
interpreted and enforced in accordance with, and any dispute arising out of or
in connection with this Agreement, including any action in tort, will be
governed by, the laws of the State of New York, without regard to any choice of
law provisions. Each of the Parties hereby irrevocably consents to the
jurisdiction of the United States District Court for the District of New York
and the courts of the State of New York in any suit, action, or proceeding
brought against such Party by the other Party and related to or in connection
with this Agreement or any transaction contemplated hereby. The Parties agree
that any litigation relating directly or indirectly to this Agreement must be
determined by a judge sitting alone and both Parties hereby expressly agree to
waive any and all rights to a jury trial.
35. Non-Waiver. Failure of either Party to insist upon strict performance of
----------
any of the terms and conditions herein will not be deemed a waiver of any rights
or remedies that such Party will have and will not be deemed a waiver of any
subsequent default of the terms and conditions hereof. The receiving of any
Services under this Agreement will not be deemed or be a waiver of any right
Company has for any failure by GT to comply with any of the provisions of this
Agreement.
36. Third Party Rights. Nothing contained in this Agreement will or is
------------------
intended to create or will be construed to create any right in or any duty or
obligation by either Party to any third party. There are no third party
beneficiaries of this Agreement.
37. Amendments. This Agreement may be changed, modified or amended from time
----------
to time only by express written agreement of the Parties executed by their
authorized representatives.
38. Notices. Notices under the terms of this Agreement will be validly given
-------
if in writing and sent by prepaid certified mail, return receipt requested, or
by facsimile transmission or by courier, prepaid, to the addresses set forth
below or such other addresses as specifically required by this Agreement:
If to Company: Copy to:
Northwest Airlines, Inc. Northwest Airlines, Inc.
Mailstop J4210 Mailstop A1180
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn.: Director Corporate Attn.: E.V.P., Genera
Purchasing - IS Counsel & Secretary
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Or, if by courier to: Copy to:
Northwest Airlines, Inc. Northwest Airlines, Inc
Mailstop J4210, Mailstop A1180,
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: Director Corporate Attn.: E.V.P., General
Purchasing - IS Counsel & Secretary
If to GT: Copy to:
Chief Financial Officer Sr. Contracts Admin.
▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Notices will be effective on the first business day following receipt thereof.
Notices sent by certified mail or courier will be deemed received on the date of
delivery as indicated on the return receipt or delivery notice; notices
10
sent by facsimile will be deemed received on the date transmitted.
39. Severability. If any provision of this Agreement will be declared illegal,
------------
void, or otherwise unenforceable, the remaining provisions will remain in full
force and effect. The Parties also agree to promptly replace the illegal, void
or otherwise unenforceable provision with a substitute provision that will
satisfy the intent of the Parties. This Agreement will not be construed against
the Party preparing it, but will be construed as if both Parties jointly
prepared it and any uncertainty or ambiguity will not be interpreted against
either Party.
40. Further Assurances. Each of the Parties hereto will from time to time
------------------
promptly and duly execute and deliver all documents and take such action as may
be necessary or desirable in order to effectively carry out the intent and
purposes of this Agreement, to protect the interests of the Parties hereto, and
to establish, protect and perfect the rights, remedies and interests granted or
intended to be granted hereunder.
41. Counterparts. This Agreement may be executed in multiple counterparts,
------------
each of which, when so executed, will be deemed to be an original copy hereof,
and all such counterparts together will constitute but one single agreement.
42. Survival. All agreements, obligations, covenants, terms, conditions,
--------
representations and warranties made in this Agreement will survive the execution
and delivery of this Agreement until all obligations of the Parties are fully
performed.
43. Non-Discrimination and Federal Contract Compliance. Company is a
--------------------------------------------------
government contractor, and the Parties agree, as a condition of this Agreement,
to comply with the Equal Employment Opportunity and Affirmative Action clauses
as set forth in Executive Order 11246, the Vietnam-Era Veterans' Readjustment
Act of 1974, the Rehabilitation Act of 1973, and implementing regulations at 41
CFR 60-1.14(a), 41 CFR 6-741.5, and 41 CFR 60-250.4 and that the provisions of
such laws and regulations are hereby adopted and incorporated into this
Agreement by reference.
44. Complete Agreement. The terms, conditions and provisions of this
------------------
Agreement, together with the descriptions, specifications, exhibits, the
Addendum and Attachments annexed hereto and by this reference made a part of
this Agreement, constitute the entire agreement between the Parties and will
supersede all previous communications, representations, or agreements, either
oral or written, between the Parties with respect to the subject matter of this
Agreement. Any additional or different terms exchanged in invoices, letters,
forms or other documents are hereby deemed to be material alterations and notice
of objection to them and rejection of them is hereby given. Company assumes no
responsibility for Additional Services performed unless a signed and authorized
Order is issued by Company and provided to GT.
45. Reporting. Except as otherwise set forth in Section 21.3, notwithstanding
---------
anything to the contrary, nothing contained herein will restrict GT from
complying with industry reporting requirements.
46. Assignment. Neither party will have any right or ability to assign,
----------
transfer, or sublicense any obligations or benefit under this Agreement without
the written consent of the other (and any such attempt will be void), except
that a party may assign and transfer this Agreement and its rights and
obligations hereunder to any third party who succeeds to substantially all its
business or assets.
IN WITNESS WHEREOF, the Parties by their authorized representatives have
executed this Agreement as of the date first above written.
NORTHWEST AIRLINES, INC.
Signature:________________________________
Name:_____________________________________
Title:____________________________________
Date:_____________________________________
▇▇▇▇▇▇▇▇.▇▇▇, INC.
Signature:________________________________
Name:_____________________________________
Title:____________________________________
Date:_____________________________________
11
ATTACHMENT A
COMPANY CONTENT
. Air Outlet Center Content to be provided by Company in standard electronic
format according to specifications provided by GT
Content includes the following:
. Air Outlet Center Site logo
. An origin and destination city pair
. Pricing information to include the range of air fares for city
pairs
. Pricing information for all Company coded flights and Company's
alliance partners to the extent Company is the exclusive agent
for such alliance partners, including, but not limited to, KLM
12
ATTACHMENT B
AIRLINE PRIVATE LABEL PRODUCT FEATURES
--------------------------------------------------------------------------------
FEATURE EXPLANATION
--------------------------------------------------------------------------------
Air Availability Bias Display The GT air availability system can be
set to only display specific airline
flights, all available flights or
preferred carriers only. Multiple leg,
open-jaw trips are supported under the
multi-leg reservation display option.
The Company Client have the option to
select round-trip or one-way in the
flight display options.
--------------------------------------------------------------------------------
Hotel Booking Capability Hotel functionality can be biased to
display specific airline preferences or
can be masked completely.
--------------------------------------------------------------------------------
Car Booking Capability Car functionality can be biased to
display specific airline preferences or
can be masked completely.
--------------------------------------------------------------------------------
Low Fare Search Presents alternate routing and lower
fare options to the Company Client
provided that the airline host system
supports this functionality through the
CRS.
--------------------------------------------------------------------------------
Booking History Enables access to previous bookings.
--------------------------------------------------------------------------------
Itinerary Changes and Enables Company Client to change or
Cancellations cancel itineraries before Ticket
issuance has occurred.
--------------------------------------------------------------------------------
Seat Maps Displays GT Java applet seat map feature
enabling Company Client to select their
desired seat location provided that this
functionality is supported by the CRS or
the airline host system directly.
--------------------------------------------------------------------------------
Distressed Inventory Enables specific airline to sell off
Distribution System distressed inventory for specific
markets.
--------------------------------------------------------------------------------
Distressed Inventory Broadcasts specials to registered
Distribution System Company Clients via e-mail. Carrier may
determine schedule.
E-mail Broadcast
--------------------------------------------------------------------------------
Market Based Preferences Enables specific airline to bias
availability in a given market.
--------------------------------------------------------------------------------
Calendar Online reference calendar.
--------------------------------------------------------------------------------
Trip Recall Enables Company Clients to automatically
store routine travel itineraries
reducing overall time to complete the
reservation process.
--------------------------------------------------------------------------------
Secondary Profiles Capability to store preferences for
additional travelers.
--------------------------------------------------------------------------------
Hotel Maps Capability to plot all available hotels
within a dynamically generated map.
Currently available in North America.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Driving Directions Provides Company Clients with point to
point driving directions. Currently
available in North America (Vendor to be
discussed)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Electronic Ticketing Defaults electronic Ticketing for
designated carriers providing that the
flight segment display returned from the
CRS is clearly identified as being E-
Ticketable.
--------------------------------------------------------------------------------
Intelligent Ticket Delivery Options Enables administrator to configure
Ticketing options available to the
Company Client and the conditions under
which each option is visible.
--------------------------------------------------------------------------------
International Pricing The system will present the price in
local currency and USD based on the
departure point of the traveler,
provided this information is available
through the CRS.
--------------------------------------------------------------------------------
Multiple Passenger Bookings Enables multiple passengers to travel on
a single PNR.
--------------------------------------------------------------------------------
Airport Name Recognition Recognizes airport proximity for a
designated city name, spelling errors
and city confirmation when more than one
(i.e., San Francisco = SFO) airport exists for a departure point.
--------------------------------------------------------------------------------
Customer Help System Assists the Company Client at each stage
of the reservation process.
--------------------------------------------------------------------------------
Credit Card Encryption Ensures that the Company Client's credit
(Both SSL & SHTTP supported) card is encrypted using full 128-bit
encryption for all transactions.
--------------------------------------------------------------------------------
Firewall IP Packet Security Provides IP packet filtering security.
--------------------------------------------------------------------------------
Branded Low Fare Ticker Java applet displays fares based on the
designated home airport registered by
the Company Client for all available low
fares.
--------------------------------------------------------------------------------
Online Password Changes Enables the Company Client to change
their password to access the site.
--------------------------------------------------------------------------------
Dynamic PNR Recognition Site may be configured to drop
and Routing reservations to multiple Pseudo City
codes based on fulfillment parameters
established by carrier.
--------------------------------------------------------------------------------
Guest Access Enables Company Clients to perform
availability requests and preview
without registering.
--------------------------------------------------------------------------------
Destination Content Provides local destination content,
weather, airport information, etc.
--------------------------------------------------------------------------------
User Profile Enables Company Clients to designate
(travel preference customization) preferred air, car and hotel vendors,
frequent flyer numbers, seating
preferences and display options.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FEATURE EXPLANATION
--------------------------------------------------------------------------------
Customized Availability Display Enables Company Clients to configure the
(Novice and Expert) availability display option for either
novice or expert mode. The novice mode
presents simple availability, the expert
mode presents availability based on
specific classes of service for each
flight segment.
--------------------------------------------------------------------------------
Reservation Status Bar Dynamic display indicates to the Company
(indicates to the Company Client the Client the current stage of the
specific stage in the reservation reservation process.
process)
--------------------------------------------------------------------------------
Code Share Display Identifies code share flights throughout
the booking process using reasonable
commercial efforts to comply with
Department of Transportation
regulations.
--------------------------------------------------------------------------------
Fare/Rate Rule Display Displays CRS-based rate and fare rules
for air and car process using reasonable
commercial efforts to comply with ATPCo
rate and fare rules.
--------------------------------------------------------------------------------
Configurable Ticketing Time Customized Ticketing deadlines per
Line Requirement carrier guidelines.
--------------------------------------------------------------------------------
Fare Mail Enables Company Clients to enter
favorite destinations and enter the fare
that they would be willing to pay to
travel to that destination. Company
Clients are notified via email by the
system when GT detects a fare within
fare range they have entered and with
the frequency they select (e.g., daily,
bi-weekly, weekly, bi-monthly, etc.)
--------------------------------------------------------------------------------
Applicable CRS Worldspan. Company and GT will work
together to establish connectivity from
GT to Worldspan in a mutually beneficial
fashion on terms to be determined.
--------------------------------------------------------------------------------
Registration Page Page to be created to allow Company
Clients to register. Company Clients
will need to register in order to
purchase Tickets.
--------------------------------------------------------------------------------
ATTACHMENT C
Price List
GT Co-branded CRS Based Airline Reservation System Private Label Site
Design and Set-up Fee [*]
Monthly [*]
Maintenance Fee
Per [*] Transaction Fee [*] if GT is providing fulfillment and support*
Implementation Date Within 45 days of EXECUTION OF THIS Agreement and
delivery of all required Content
* Monthly minimum of [*]/month, which will not apply until Date of
Acceptance for Phase II of the deliverables as set forth in the
Statement of Work.
Commissions earned on hotel and car Bookings are [*].
Additional Services Service Fees
Programming Hourly Fee [*]
HTML Coding Hourly Fee [*]
Graphic Design Hourly Fee [*]
Special Consulting Hourly Fee [*]
Email Distribution of Fares [*] per 100,000 messages per
mailing (min.$1,000/mailing)
Prices apply per pseudo city or off-site location, unless otherwise specified.
1-800# Expenses: Company will pay for all initial set-up, monthly hook up and
---
monthly minute charges/fees of the 1-800#. Company will also pay any applicable
taxes related to the 1-800#. Such 1-800# will be considered Company's property.
Company grants GT the use of such 1-800# for the term of this Agreement as
necessary for the telephone support as set forth in Attachment H.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS
ATTACHMENT D
SERVICE LEVELS /PERFORMANCE MEASURES
1. Technical Support Services Service Levels. In accordance with Section 7.2,
-----------------------------------------
GT will provide second tier support services to Company, including the
following:
Telephone Hot-Line Support; Acknowledgement of System Failures: GT will provide
--------------------------------------------------------------
telephone hot-line support services to Company's designated program
administrator and appropriate Company contact person twenty-four hours a day,
seven days a week. Such support will include reasonable consultation on the
operation and utilization of the Private Label Site and problem resolution for a
System Failure as reported by the Company or Company's designated program
administrator. Such support will also include without limitation guaranteed
acknowledgement of Severity Level 1 and 2 problems within one (1) business hour
of problems reported by Company. Such acknowledgement may be by fax, phone, or
e-mail to Company program administrator and appropriate Company contact person.
If GT fails to maintain the foregoing support services to Company, Company may,
in its sole discretion (i) agree to discuss an alternate remedy, or (ii)
terminate this Agreement as set forth in Section 5.1.
2. Service Levels/Service Level Compliance objectives for the GT System
---------------------------------------------------------------------
(a) Problem Definition "PAR" means Problem Action Request. PAR(s) are
------------------
determined by severity of the System Failure. Severity levels are defined
as follows:
(i) Severity Level 1 will be defined as a "CRITICAL PROBLEM" wherein the
System is not operational or has a critical loss of capability such as
the inability to browse or book, frequency of failure precludes
productive use, or critical job/data integrity defect.
(ii) Severity Level 2 will be defined as a "MAJOR PROBLEM " wherein the
System is operational but with capability that is severely or
moderately degraded such as the inability to run a major application
within the System, non-critical product feature or function that does
not work, or failure that requires on-going intervention to maintain
productive use.
(iii) Severity Level 3 will be defined as a "MINOR PROBLEM" wherein the
System is operational, with no significant impact to performance.
Response Times*
---------------
GT will meet the following response times:
(i) sixty (60) minutes for acknowledgment of a Severity Level 1 Problem;
(ii) two (2) hours for acknowledgment of a Severity Level II Problem.
(iii) next calendar day for Severity Level III Problem
*GT management will respond to all Company program administration telephone
calls within one (1) calendar day.
(c) Service Level Compliance: GT will implement the following problem
investigation and resolution correction procedures:
Severity Level I Problems:
---------------------------
GT will promptly initiate the following procedures: (1) assign senior GT
engineers to correct the CRITICAL PROBLEM; (2) notify senior GT management that
such CRITIAL PROBLEM have been reported and that steps are being taken to
correct the CRITICAL PROBLEM; (3) provide Company with periodic reports every
four (4) hours on the status of the corrections; and (4) exercise all
commercially reasonable efforts on an urgent first priority basis to provide
Company with a workaround or fix.
Severity Level II Errors:
-------------------------
GT will exercise all commercially reasonable efforts to provide Company with a
workaround and to include the fix for the MAJOR PROBLEM in the next Upgrade or
sooner to the GT Reservation System or Private Label Site. In the event GT fails
to provide such workaround or fix, Company may, in its sole discretion, either
(i) discuss an alternate remedy, or (ii) terminate this Agreement pursuant to
Section 5.1.
Severity Level III Problems:
----------------------------
GT may include the fix for the MINOR PROBLEM in the next Upgrade or
sooner to the GT Reservation System or Private Label Site.
(d) GT Support Location All Technical Support services will be provided from
----------------
GT's facility unless otherwise requested by the Company upon reasonable
belief that such services must be provided at Company's facilities,
subject to the terms set forth in Section 9.4.
SERVICE LEVEL COMPLIANCE for System availability: **
The target System availability for the System will be 100%, as measured on a
calendar month basis. In the event of a failure by GT to maintain an average
minimum System availability of 97.5% twice in a quarter (a quarter being three
consecutive calendar months), Company may, in its sole discretion, either (i)
terminate this Agreement as set forth in Section 20.6 (ii) agree to discuss an
alternate remedy.
**(When determining where any Service Level Compliance has been met, the
measurement above shall not include system unavailability related to
maintenance, which shall not exceed five ( 5) hours in a thirty day period,
Company's databases, any utilized CRS, internet backbone, mapping software
vendors, any of the causes set forth in Section 28 or caused by any act or
omission of Company.
Reporting Company acknowledges that as of the Effective Date of this Agreement
---------
that GT is currently in the process of evaluating mechanisms which will enable
GT to automate, track, monitor and provide Company with reports detailing the
monthly results of PAR and System availability. GT agrees to use best commercial
efforts to implement such mechanisms required to provide such reports by January
1, 2000. Upon the completion of such implementation, GT will deliver such
reports to Company on terms and conditions to be mutually agreed upon.
ATTACHMENT E
STATEMENT OF WORK
[GRAPHIC OMITTED]
--------------------------------------------------------------------------------
ATTACMENT E
Northwest Air Outlet Center
Statement of Work
Version 4.0
August 16, 1999
Author: ▇▇▇▇▇.▇▇▇▇▇@▇▇▇.▇▇▇, ▇▇▇-▇▇▇-▇▇▇▇
And ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇@▇▇▇.▇▇▇, ▇▇▇-▇▇▇-▇▇▇▇
--------------------------------------------------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
Table of Contents
A. Introduction/Business Need............................................... 3
B. Market and User Base..................................................... 3
C. Dependencies............................................................. 3
D. Overview of Existing System.............................................. 2
E. Overview of Proposed System.............................................. 4
F. Requirements............................................................. 5
Administrator requirements............................................... 5
Functional requirements.................................................. 4
Performance requirements................................................. 5
Security Requirements.................................................... 5
Hardware, Communications and Database requirements....................... 5
Capacity requirements.................................................... 5
Data storage requirements................................................ 6
Additional Services...................................................... 6
Support Requirements..................................................... 6
Training................................................................. 6
G. Summary of Benefits...................................................... 6
H. Deliverables/Acceptance Criteria......................................... 6
Phase I.................................................................. 7
Phase II................................................................. 7
Key Development Items.................................................... 7
Air Outlet Center
Statement of Work
A. Introduction/Business Need
Air Outlet Center ("AOC") is a non Northwest branded product that sells
discounted airfares in non-hub markets. Currently sold via newspaper
advertisements, Company is seeking a solution to sell the product via the
internet.
B. Market and User Base
Company's target market is the price sensitive passenger found in non-hub
domestic cities.
C. Dependencies
. Company currently sells AOC tickets in [*] cities with [*] markets.
Complicating factors include seasonality (2 seasons) and fare class (V
and Q) which combine to make [*] individual fares on file at the time
of this writing. The ability to show fare ranges and city pair options
is critical to the support of the product.
. Fares are generally updated weekly via ATPCO. It is anticipated that
adjustments during the week could be required, in addition to the
weekly update. AOC fares are private fares filed with SecuRates. Access
to SecuRates is required.
. There is a five-day advance purchase requirement.
. Company Clients will not be aware that this is a Company product.
Northwest branding does not appear anywhere in the advertisements or
via sales vehicles.
. Worldspan will be the CRS.
. E-ticket required
. Fares are round-trip. Open-jaw, one-way or multi-city PNRs are not
allowed.
D. Overview of Existing System
Air Outlet Center Site
Company currently does not have this product for sale on the internet
Alternate sales vehicles
Company posts newspaper advertisements in several metropolitan areas
around the country. Currently Company Clients are advised to call an 800
number to book their reservations. MLT WorldVacations handles all calls as
Air Outlet Center.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
E. Overview of Proposed System
The proposed solution with GT would offer AOC Company Clients the option
of booking on-line.
Company administrator
. As administrator, Company has authority and responsibility to manage
setting changes on the Air Outlet Center Site.
. Changes such as the weekly/semi weekly fare and city changes will be
provided to GT in standard electronic format according to
specifications provided by GT as stated in Attachment A. Changes are
expected during normal business hours
. Some look and feel changes are available via the admin tool. Other
changes will be coordinated with GT in accordance with Section 4.6.
GT
. The Air Outlet Center Site will reside on GT servers
. All equipment and communication lines provided by GT
. GT will handle Ticketing and Fulfillment of AOC PNRs
. GT will provide first level support to Company Clients
. Confirmation of Ticket purchase sent via e-mail
. GT will comply with DOT requirements
. The Company Home/Welcome page created by GT will include:
1. Registered user and Guest Login (Company Client will be
required to register if completing purchase).
2. Lost Password assistance
3. Links to FAQs
4. Header and footer with optional links to weather,
▇▇▇▇▇▇▇▇.▇▇▇, city information
- The Air Outlet Center Site will contain all the functionality
listed within this Statement of Work with the features described
in attachment B of the Agreement
- Car and hotel booking functionality will be activated
Passenger/Company client interface flow
. Company Client enters ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ which will be re-directed to GT
-----------------
. Company Client arrives at Air Outlet Center Site welcome/home page
. Enter Air Outlet Center Site by guest log-in or member log-in
. Pick origin city by a pull down menu which takes company client to next
page
. Chart appears with destination options (no fares at this point) and
Company Client selects destination city
. Company Client to pick departure and return date and number of
passengers
. If an invalid date is picked, or if the fare is no longer available,
the Company Client will be instructed to go back and reselect.
. No "open search" of air availability will be offered to Company Clients
. Company coded flights and Company's alliance partners to the extent
Company is the exclusive agent for such alliance partners, including
but not limited to KLM.
. Actual fare per person with terms and conditions to appear after the
Company Client selects their flights
. If Company Client chooses to purchase, they will be required to
register at this point if not already a member
. After registering, Company Client will be returned to same page in
booking process
. E-ticketing will be the only option presented to Company Clients
. Confirmation e-mail with required information is sent, where possible
F. Requirements
Administrator requirements
ITN Program Manager:
. Set up database and Air Outlet Center Site to support Company's
special fares
. Setup Company booking SID (Pseudo City Code) (1P - will be the
partition in Worldspan)
. Create, configure and maintain internet Air Outlet Center Site
. Configure Air Outlet Center Site with appropriate low fare search
entries which include fares loaded in SecuRate
. Coordinate satisfactory completion of customized web pages with
GT's web design team
. Load fares and test Air Outlet Center Site's faring accuracy
. Conduct weekly implementation meetings
. Provide point of contact for Company to escalate calls
Company administrator:
. File fares through ATPCO and provide fare information (with
reasonable advance warning) in format acceptable to GT (see
additional attachment as an example). This file can be sent
via e-mail attachment, via courier on diskette, or File Transfer
Protocol
. Handle ongoing updates to the SecuRate "table" in Worldspan for
air fares
. Provide GT with SecuRate entries for pricing itineraries
. Participate in weekly implementation meetings
. Maintain those Air Outlet Center Site configurations and text
fields which can be administered by the Company
. Access and create custom reports regarding customer usage via
GT's admin link
. Create and maintain graphics for all portions of the product
. Create a list of all internet links for the product (links off-
site such as ▇▇▇.▇▇▇▇▇)
. Signs off on all web page changes and final Air Outlet Center
Site acceptance
. Provide point of contact for all issues escalated to Company
Functional requirements
Registration:
. Company Client will not be required to register to search Air
Outlet Center Site and review fare options. If customer wishes to
purchase ticket, they will be required to register at that time
. Company Client will have the option to register from Air Outlet
Center Site welcome/home page
. Previously registered Company Clients will be provided option to
sign into Air Outlet Center Site with password from Air Outlet
Center Site's home/welcome page or at point of purchase
. The Company Client, or person paying for the ticket does not have
to be passenger
. E-mail sign up for promotions is added to registration page
. Registration should include Company Client billing information
including:
- First name, middle initial, last name
- Phone number
- E-mail address
- Billing address
- Passenger name if different than Company Client
- Mailing address if different from billing address
- Emergency contact name and phone number
Booking Flights
. Advance purchase requirement of 5 days. Company reserves the right
to increase or decrease this advance purchase requirement.
. Option to hold reservation without ticketing is not available at
this time
. No changes to air Bookings are allowed through the Air Outlet
Center Site after ticketing
. Itineraries will be priced using Worldspan's SecuRate product.
Pricing entries include appending an "SR" designation
. GT will utilize Worldspan's credit card validation functionality
to ensure all charges are permissible.
Refunding Ticketed Trips
. Tickets are non-refundable/non-transferrable
. Tickets may be applied toward new ticket with a $100.00 service
fee
Reports
. Company administrator has access to all standard and custom
reports via admin tool provided by GT
. Reports are requested from GT regarding up-time and system
performance. It is understood that this will initially be ad-hoc
reporting available upon request by Company and GT is in the
process of developing a tool for automated performance reports
Performance requirements
. GT's system is monitored, 24 hours a day, 7 days a week. Software
monitors system outages and alerts the 24x7 staff of any problems.
. Service Level Agreements to be found in attachment D of the
Agreement
Security Requirements
. GT is in the process of migrating to SMI transactions which we
expect to be complete in the second quarter of 2000.
. Redundant versions of some GT databases are running now and we
expected completion by the end of 2000.
. All Company Clients will be registered with unique member id and
password
. Credit card information is two-way encrypted and displayed to
company clients as "ON FILE" so that the number is not travelling
across the internet.
Hardware/System Architecture
. The Air Outlet Center Site will not reside on a dedicated server
but will reside on GT's web of servers.
. Access to the Air Outlet Center Site is handled through Cisco
routers which dynamically balance traffic loads for optimum
performance
Capacity requirements
. With Current Bookings of 500-600 tickets per week through the phone
center, GT has sufficient capacity to handle AOC's projected on-
line volume at start up as we now have over 30 Worldspan lines.
Data storage requirements
. All Company databases are located on a separate internal network
with separate logical databases for all customer profiles
. GT maintains separate operational and employee subnets
. GT maintains comprehensive "access list" filtering on all Cisco
routers that form our firewall
Support Requirements
. GT is responsible for maintenance and problem resolution of the
hardware and operating systems at all GT data centers
Training
. Up to 2 days of train the trainer onsite instruction to administer
and support the Air Outlet Center Site will be provided to Company
. Training to include step by step description of administration
pages and how each affects product behavior
G. Summary of Benefits
. Gives Company the opportunity to compete with other low fare
internet providers by offering Company Clients discounted air fares
. Allows Company to reward Company Clients with upgrades and other
incentives based upon their volume through the Air Outlet Center
Site or other criteria in their profile.
. Company gains the opportunity to channel revenue from other
competitive booking tools to this product
. Removes responsibility from Company for maintaining additional
hardware for web applications (servers, routers, etc)
. Provides Company with a completely scalable product that will
handle more Company Clients as traffic grows
I. Deliverables/Acceptance Criteria
Phase 1
GT:
. Project plan with estimated delivery date and cost
. Air Outlet Center Site with pages described in passenger/Company
Client interface flow and Company name and graphics
. Display the maximum number of city pairs allowed by GT's system
today
. Development of ability to handle 5 day advance purchase (expected
to require 45 days)
. Up to 2 day session for train the trainer
. Escalation procedures
. Quality Assurance (QA) test plan
. Documentation of GT's QA test results including any known issues
. Detailed listing of upcoming planned enhancements
. Sample FAQ's
. Air Outlet Center Site walk-through for final acceptance
Company
. Name of product
. Graphics
. Review customization and finalization of FAQ's
. Participation in setting standards for and testing functionality
and use of the product
. Market Plan for future of product including capacity requirements
. Advance notice of promotional activity (planned increase in
traffic)
. Assignment of administrative and maintenance staff to the product
. E-mail address and any group distribution for Feedback (support
addresses)
. Sign off of acceptance criteria and that Air Outlet Center Site is
behaving as expected
Phase II
. GT will increase capacity to handle a virtually unlimited number of
contracts/city pairs by the end of 1999
. GT will be able to handle the display of airfares along with each
market by the end of 1999
. As GT makes enhancements to the product, Company will be afforded
the opportunity to take advantage of these enhancements
Key Development Items
Required for PHASE I
. Ability to handle the 5 day advance purchase requirement
Required for PHASE II
. Ability to handle contracts for additional city pairs
. Ability to display a fare range with each city pair or market
ATTACHMENT F
AIRLINE TICKET FULFILLMENT
AND CAR AND HOTEL CONFIRMATIONS
1. Fulfillment. GT will provide all Ticketing and Fulfillment services in
accordance with DOT requirements to Company Clients using the Private Label
Site, including:
. Airline Tickets
. Car rental Booking confirmations
. Hotel Booking confirmations
2. Hours of Operation. GT will provide travel fulfillment services as defined
herein to Company Clients twenty-four hours a day, Monday through Friday.
GT will provide travel fulfillment services from 8:00 a.m. to 1:00 a.m. on
Saturday and Sunday Pacific Standard Time.
3. Airline Ticket Delivery. GT will Ticket all airline Bookings made by
Company Clients on the Private Label Site. Unless the scheduled Booking
requires paper Tickets, GT will send an email electronic confirmation ('E-
Ticket") where permissible to the email address that the Company Client
indicates in his/her profile on the Private Label Site. In the event paper
Tickets are required at GT's discretion, GT will send paper Tickets by
regular U.S. mail to the address that the Company Client indicates on the
Private Label Site. In the event a Company Client requires or requests
faster delivery of airline Tickets, GT will send such Tickets by Federal
Express or an overnight carrier to the address that the Company Client
indicates on the Private Label Site and to charge such Company Client for
such services. Any charges for delivery will be recorded and billed
directly to the Company Client.
4. Car and Hotel Confirmation Delivery. GT will send confirmations for car
rental and/or hotel Bookings with the accompanying airline Tickets as
stated above. Unless the scheduled Booking requires faster delivery, GT
will send confirmations for car or hotel Bookings to the email address that
the Company Client indicates on the Private Label Site or, at GT's sole
discretion, by regular U.S. mail. In the event a Company Client requires
confirmation of a car and/or hotel Booking be delivered in hard copy, GT
agrees to send such Booking confirmation by Federal Express or an overnight
carrier to the address that the Company Client indicates on the Private
Label Site and to charge such Company Client for such services. Any other
charges for delivery will be recorded and billed on a regular basis.
5. Reports. As stated in Section 5.2
ATTACHMENT G
GT PROPOSAL
Product Description:
Northwest Airlines would like to provide a non-Northwest Airlines branded travel
reservation site that will allow for the distribution of low price, promotional
fares. These low fares will be managed through the SecuRate program available in
the Worldspan CRS. Fulfillment of these reservations could be done either
through Northwest airlines or through a third party provider. This has yet to be
determined. The default will be to E-Ticket and tickets will either be purchased
immediately or held for twenty-four hours.
Questions:
1. Create a U.S. point of sale booking product using the Worldspan CRS
ITN currently provides point of sale products on all major CRS systems;
Worldspan, Apollo/Galileo, Sabre and Amadeus. As well, ITN has the capability to
provide this point of sale product in a service bureau fashion, ensuring that
Northwest Airlines benefits from all large scale operational issues such as
capacity planning, redundancy, security, etc.
2. Customer registration may be required
ITN can provide a system that either requires registration, or allows guest
access based on Northwest Airlines requirements. This functionality is available
today. Guest access allows a site visitor to actually complete the reservation
without actually having completed a profile. However, the user is required to
provide some mandatory data necessary for the completion of a PNR.
3. Customer selects origin, destination, date(s) of travel, time(s) of day,
number of passengers and passenger type (adult, senior, child, infant)
Today, the ITN booking interface prompts a user to input the following
information on the flight availability request page: Origin, destination, date,
time as well as multiple sorting options. Although these options may not be
necessary based on the nature of this site, they include sorting criteria such
as:
Price, time, fewest number of connections, most miles, etc.
4. The product will price itineraries using Worldspan's SecuRate product.
Pricing entries include appending an SR designation.
The SecuRate pricing functionality is be utilized today by ITN in the corporate
environment. This is fully functional today. If ITN is to provide reservation
services to Northwest over a non proprietary Worldspan circuit, ITN would first
need to emulate a given pseudo city code then add the SR designation.
5. Only NW and NW airlink flights will be returned.
ITN will provide Northwest with a configurable site containing all biasing
capabilities. Northwest Airlines and Northwest airlink carriers will be the only
vendors allowed. Should there be no available NW or NW airlink flights in a
given market, there will be no flight availability provided.
6. E-Ticket required where available
E-Ticket is the current default in the ITN system today. However, this is
completely configurable by Northwest Airlines
7. Reserve and 24-hour hold options available
This feature is currently not available and would need to be developed and
released at a subsequent phase. ITN has, however, already completed both the
functional abstract and the technical specification to complete this work and
feel that it could be implemented in a relatively short timeframe.
8. If 24-hour hold is chosen, customer should have the ability to return to
the Internet to purchase.
N/A
9. Credit card validation must be done whether purchasing or placing on 24-
hour hold
ITN provides a basic mod 10 credit card number validation check. This
essentially matches the number sequence against the type of card. This does not
validate that the card is valid from either from a credit limit standpoint or
legal standing (lost or stolen) standpoint. However, the actual card validation
and approval process occurs at time of purchase. This function is provided
through the CRS.
10. Ticketing and fulfillment could either be done directly through ITN or we
may require that ITN queue the reservation to NW for fulfillment (TBD)
ITN is capable today of either providing the fulfillment services for Northwest,
or queuing the reservation to NW for direct fulfillment. Upon request, ITN can
provide a proposal for the fulfillment of these tickets. Our fulfillment center,
located in Palo Alto, California is currently providing fulfillment for
approximately sixty independent organizations.
11. If NW provides the fulfillment, the PNR must be formatted according to NW's
specifications
ITN has developed a tool referred to as the PNR Editor. The PNR Editor allows an
organization to build a PNR to exacting standards, maintaining all mandatory and
optional edits to the PNR thus maintaining the integrity of the data contained
therein.
The PNR is also compatible with mid-office products such as an automated quality
control system. For example, fare, seat and upgrade checking can all be built in
the PNR Editor so that when the QC system picks up the record, the interface is
streamlined and seamless.
12. Provide option to allow purchaser to be different that passenger
This functionality is available today. Either through the Travel Arranger
functionality, where an individual actually designates another to be the
authorized user and ▇▇▇▇▇▇, or through secondary profiles. Secondary profiles
allow one user to build, maintain and manage profiles and travel for multiple
individuals. For example, a user might create a primary profile for themselves,
while building secondary profiles for their spouse and children.
13. Collect customer and billing information including first name, middle
initial, last name, phone number, email address, billing address, passenger
name (if different than purchaser) mailing address (if different than
billing).
These fields are all available in the standard ITN product. This information can
either be stored in the profile and moved into the record at the time of
booking, or it can be gathered at the time of booking. Information can be
streamed to Northwest on a regular basis using a mutually acceptable method of
data transfer.
14. Customer preferences should be available including: meal selection, sat
selection, frequent traveler program (NW and partners only) and frequent
traveler number
This functionality is all currently available. This information can either be
stored in the profile and moved into the record at the time of booking, or it
can be gathered at the time of booking. Somewhat generic seat preferences can be
stored in the profile, however, ITN provides seat selection capabilities through
a fully interactive seat map program. If this program is not used, a generic
request will be made based on default preference stored in the profile.
15. Quick booking feature would be nice to have. This means, NW could pass
through origin, destination, dates of travel, times of day, number of
passengers, through a URL and ITN would return the availability display
(similar to Roundtrip Fare Finder product on ▇▇▇.▇▇▇)
This functionality is currently available. It does require that Northwest
provide the data to ITN in ITN acceptable formatting. Details of the URL data
formats can be provided at a later date.
Additional Features of the ITN Consolidator Site
. Accesses of a single GDS (i.e. Apollo, Galileo, Worldspan or Sabre)
. Online help section
. Reservations are queued, as well as e-mailed
. User feedback form
. Full year online interactive calendar
. Optional SSL Encryption
. Agency Information control
. Online payment
. Airport/city name auto-misspell detection
. Password protected User Profiles with private user database, stored
contact, air, car and hotel preference, frequent flyer numbers
. Password protected Administration area
. Site Security Control
. Access, performance and Booking statistics updated daily
. PNR Documentation control
. Low Fare Search, dependant on GDS
. Car and Hotel Corporate Discount Codes if Applicable
. Special Ticketing/Travel Instructions
. Multiple Availability Sorting Options
. Interface Customization Editor
. Fully Programmatic PNR Construction
. Seat Maps
. Travel Arranger
. Trip Templates
. Ability to change a PNR
FEES AND PAYMENT
ITN Consolidator Site
Design and Set-Up Fee $ [*]
Monthly Access Fee $ [*]
Fee per Booking $ [*]
PNR Changes $ [*] per change/
$ [*] cap per Booking fee
iii.1 Fees for Optional Services
Hotel Mapping & Driving Directions (annual fee) $ [*]
** Hotel Mapping & Driving Directions annual fee waived by ITN.
Programming Hourly Fee $ [*]
HTML Coding Hourly Fee $ [*]
Graphic Design Hourly Fee $ [*]
Special Consulting Hourly Fee $ [*]
Hotel Database Load (post-implementation) $ [*]
Air Contract Load (post-implementation) [*] per contract
Prices apply per pseudo city unless otherwise specified. For all Engineering
Fees, estimates will be provided and work will not be initiated without a signed
authorization from Company accepting the estimate. All fees for optional
services are subject to change at any time without prior notice to Company.
(i) Delivery Schedule
Delivery of Completed Consolidator Site................. [*] weeks from the definitive signing of
the agreement and receipt of all content as
described below and labeled Company Content
(ii) Company Content
. Company logo or unique graphic and/or descriptive nomenclature to be provided
by Company in standard electronic format according to specifications provided
by ITN;
. Licensee's corporate travel policy information; negotiated airfares; car
rental rates; preferred hotel properties, rates, and descriptive information
to be used in the biasing of the user interface's display of information to
be provided by Company in standard electronic format according to
specifications provided by ITN;
. Designation of travel agency service provider(s) for the transmission of
Booking information via designed GDS electronic queues or e-mail;
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.
ATTACHMENT H
TECHNICAL / CUSTOMER SUPPORT
1. Technical/Customer Support. GT agrees to provide first level technical
and customer support to end-users of the Private Label Site(s) as
further described below. GT will use best commercial efforts to make
this support available 24 hours a day, seven days a week, 365 days a
year, by a unique Company telephone number and electronic mail. In
addition, GT agrees to use commercially reasonable efforts to ensure
that support phone calls will not exceed a hold time of more than two
(2) minutes and GT will respond to electronic mail within twenty-four
(24) hours of receipt of such electronic mail.
. Provide a unique local number that Company's toll free 800 number
dedicated to Technical / Customer Telephone Support will be
directed toward.
. Provide a unique Company email address dedicated to Technical /
Customer Email Support
. Provide technical and end-user support on network connection,
firewall and server issues based upon information from Company
regarding network operations.
. Troubleshoot world wide web connection problems
. Provide basic customer training/navigation assistance
. Assist with registration, password and user profile issues
. Provide technical and user support on air, car and hotel bookings
. Provide voicemail and electronic mail support for customer
inquiries
. Logging of calls, electronic mails and voicemail inquiries
. Escalation of critical issues internally within GT
. Reference calls that are travel agency related to Company's
designate corporate agency
. Provide ongoing updates to the Company account manager regarding
outstanding issues
. Ongoing testing of the Private Label Site(s)
2 Reports. GT will use reasonable commercial efforts to provide the
following reports to Company within seven (7) days of each month end,
listing the statistics for that month:
Telephone Support
-----------------
Number of telephone calls answered through the unique Company
support line
Call Length (Total minutes and average call length)
Summary regarding type of inquiry (e.g. password; basic
navigation; FOP, CRS Profile, and other miscellaneous error
messages; attempts to change reservations on weekends)
Summary of proposed resolution
Email Support
-------------
Number of electronic mails received
Summary regarding type of inquiry (e.g. password; basic
navigation; FOP, CRS Profile, and other miscellaneous error
messages; attempts to change reservations on weekends)
Summary of proposed resolution
The format of these reports may be revised from time to time to include
additional or different information, as mutually agreed upon by Company and GT