AGREEMENT
_________
This agreement is between Intergraph Corporation and Green
Mountain, Inc. d.b.a. UNIGLOBE Green Mountain Travel
("UNIGLOBE").
GENERAL
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It is a primary objective of Intergraph to maximize its control
over the procurement of its business-travel arrangements and
minimize its cost of business travel.
It is a primary objective of UNIGLOBE to maximize its revenue
from handling the personal travel of Intergraph employees.
SCOPE
-----
This agreement covers business and personal travel arrangements
made by the employees and spouses of Intergraph Corporation or
any of its subsidiaries. Intergraph has the exclusive right to
include or exclude other companies, subsidiaries, divisions,
affiliates, associates or employee groups.
DEFINITIONS
-----------
"ARC" means the Airlines Reporting Corporation
"IATA" means the International Air Transport Association and
"IATAN" means the International Airlines Travel Agent Network.
DEDICATED FACILITIES
--------------------
It is a primary objective of Intergraph to process as much of its
travel arrangements as is practical, at its discretion, through
facilities dedicated to Intergraph, including exclusive pseudo-
city codes and ARC/IATA numbers. UNIGLOBE will cooperate fully
in assisting Intergraph in achieving this objective.
UNIGLOBE will maintain a fully- appointed (as defined herein),
full-service (as defined by ARC) travel agency on the premises
of Intergraph in Huntsville, Alabama. This location will serve
as the primary point of contact for all Intergraph employees
wishing to make business-travel arrangements.
UNIGLOBE must be kept separate and distinct from any other Green
Mountain Inc. travel agencies and must be dedicated to serving
Intergraph and others specifically authorized by Intergraph.
This will not prohibit service by UNIGLOBE to the general public.
UNIGLOBE may be required, at the request of Intergraph, to
establish certain Remote Ticketing Branch locations as needed to
meet the travel document distribution requirements noted herein.
Unless otherwise agreed, all Remote Ticketing Branches will be
satellite ticket printer (STP) locations (as classified by ARC)
and to be used exclusively for Intergraph.
ARC/IATA APPOINTMENTS
---------------------
UNIGLOBE must maintain in good standing all ARC and IATA
appointments at each location servicing Intergraph throughout the
term of the agreement and Intergraph will cooperate fully in
these efforts. Intergraph will permit reasonable access to its
premises by authorized representatives of ARC, IATAN, and the
airlines for the purposes of verifying that UNIGLOBE and
Intergraph are in full compliance with all applicable rules and
regulations of these entitles.
If this agreement is terminated for any reason, and Intergraph so
requests, UNIGLOBE will use its best efforts to assist in
transferring the ARC and IATA appointments to Intergraph or its
designee.
UNIGLOBE will use its best efforts to secure and maintain
approval from all major domestic and international airlines and
Amtrak to issue their tickets, with full commissions (unless
otherwise negotiated by Intergraph), at all UNIGLOBE locations
servicing Intergraph.
ARC ADMINISTRATION
------------------
Intergraph will be responsible for the weekly processing of all
ARC coupons and ARC Sales reports as well as the timely
reconciliation of ARC Area Settlement Bank reports for all
transactions at UNIGLOBE.
AUTOMATION
----------
UNIGLOBE will provide Intergraph with a computerized reservations
system ("CRS") acceptable to Intergraph to facilitate the booking
of airline, ground transportation, lodging and related travel
arrangements and the generation of necessary travel documents.
UNIGLOBE will also provide a comprehensive, automated
accounting and travel-information management system ("Back-Office
System") acceptable to Intergraph to facilitate ARC
administration and the generation of the management-information
reports defined by Intergraph. The CRS and Back-Office System
must be compatible, and fully interfaced with each other.
Intergraph reserves the right to request a conversion of the
primary CRS used by UNIGLOBE in support of the Intergraph
account if, in its sole discretion, such a conversion would
result in a substantial material benefit to Intergraph. UNIGLOBE
will cooperate fully in such a conversion, including using its
best efforts to minimize any costs assessed by the outgoing CRS
vendor and, at the request of Intergraph Travel Services,
negotiating favorable terms and conditions with the incoming CRS
vendor.
All discounts, credits or incentives received by UNIGLOBE from
the CRS vendor(s) for CRS equipment, software, maintenance, and
services must be disclosed to Intergraph Travel Services and will
be used to offset the costs associated with servicing the
Intergraph account.
In the event that this agreement is terminated by either party,
Intergraph reserves the right, with the concurrence of the CRS
vendor(s), to retain the reservations system(s) equipment, and
all Intergraph data associated with the system, and to assume
responsibility for any payments for the remaining lease term.
OWNERSHIP OF DATA
-----------------
UNIGLOBE agrees that Intergraph owns all data from reservations,
ticketing, and billing of Intergraph travel arrangements and that
Intergraph, or its authorized third party, will be given
complete and unrestricted access to such data. In the event that
this agreement is terminated by either party, UNIGLOBE will
immediately provide to Intergraph all detail and summary data
relative to Intergraph's travel activity stored in computer
system(s) provided by UNIGLOBE.
STAFFING/PERSONNEL
------------------
UNIGLOBE will designate a single, qualified employee, acceptable
to Intergraph, to act as the manager of UNIGLOBE.
Intergraph will be responsible for staffing UNIGLOBE with
qualified personnel in sufficient numbers to handle all
reservations, ticketing, support and accounting functions
required in support of the Intergraph account.
INDEPENDENT CONTRACTOR
----------------------
Intergraph and UNIGLOBE agree that all work performed by either
under this agreement will be performed by each as an independent
contractor and not as the employee, agent, or representative of
the other. Neither party will be represent itself as an
employee, agent or representative of the other when dealing with
any third party. Neither party will have the authority to bind
the other to any agreement with any third party without the prior
written authorization of the other party.
VENDOR NEGOTIATIONS
-------------------
Intergraph has the primary responsibility for the negotiation of
discount and value-added products and services for its travelers.
UNIGLOBE and Intergraph will advise each other whenever their
combined purchase volumes might be leveraged to produce
significant savings to Intergraph. UNIGLOBE will not pledge, or
otherwise commit, any of Intergraph's travel activity for the
purpose of obtaining volume discounts from travel vendors
without the prior, written approval of Intergraph.
Intergraph retains the right to negotiate discounts, reduced
fares, credits, restriction waivers, and the like directly with
airline carriers, and UNIGLOBE will cooperate fully with
Intergraph and airline(s) in the negotiation and implementation
of such discounts.
RIGHTS TO REVENUE
-----------------
UNIGLOBE and Intergraph agree that all revenue, including
overrides, generated as a result of Intergraph's business travel
and travel-related activities belongs to Intergraph and will be
retained by Intergraph to offset its direct and indirect costs
associated with managing its business travel. Revenue generated
by international travel will be used exclusively to offset
Intergraph's costs and reimbursements to UNIGLOBE as outlined
herein.
Revenue generated as a result of the leisure or personal travel
of Intergraph employees or others booked directly with UNIGLOBE
will be retained by UNIGLOBE to offset its direct and indirect
costs associated with providing these services.
OVERRIDES/REVENUE ENHANCEMENTS
------------------------------
Intergraph and UNIGLOBE acknowledge that certain revenue will
accrue to UNIGLOBE in the form of overrides, bonuses, credits,
tickets or other revenue enhancements from the travel suppliers
used by Intergraph and its business travelers. As noted above,
all such revenue, regardless of form, belongs to Intergraph and
will be retained by Intergraph to offset its direct and indirect
costs associated with managing its business travel.
From time to time, Intergraph may not be able to utilize certain
non-cash revenue enhancements, including tickets. At the sole
discretion of Intergraph Travel Services, unused tickets,
credits, vouchers or similar non-cash benefits may be made
available to UNIGLOBE. Such situations will be dealt with by
Intergraph and UNIGLOBE on a case-by -case basis.
FULL DISCLOSURE
---------------
UNIGLOBE will make full disclosure of all revenue, regardless of
its source, and operating costs associated with Intergraph's
travel activity.
FIDUCIARY RELATIONSHIP
----------------------
UNIGLOBE agrees that it has entered into a fiduciary relationship
with Intergraph with respect to all financial obligations and
responsibilities assumed by UNIGLOBE under the agreement.
UNIGLOBE will maintain separate, complete and accurate records
relating solely to Intergraph's business. These records must be
available for inspection in Huntsville, Alabama by Intergraph or
its representative(s).
FINANCIAL AUDITS
-----------------
Intergraph, or its authorized representative, will have the right
to perform periodic financial/accounting audits, and to review,
in the course of any such audit, any of UNIGLOBE's data,
documents, records, worksheets, systems, standards, procedures,
or practices related to the agreement. UNIGLOBE must provide
Intergraph its full cooperation and any assistance reasonably
required to facilitate said audit.
RECEIPT OF REVENUE
------------------
All receipts from the cash sales of airline tickets, or other
services, and all airline, ground services, and other commissions
or revenue earned as a result of Intergraph's travel activity
booked through UNIGLOBE will be distributed to Intergraph.
ALLOWABLE EXPENSES
------------------
The only expenses reimbursable by Intergraph under this agreement
are as follows:
(a) Direct labor by UNIGLOBE employees at the rate mutually
agreed upon by the parties, provided the work was requested by
Intergraph's Manager, Travel Services.
(b) The monthly UNIGLOBE franchise fee to be calculated in
accordance to the attached Exhibit A.
(c) Changes for any authorized supplemental services
outside the scope of the agreement and requested by Intergraph's
Manager, Travel Services, in writing, during the period.
(d) Costs of business insurance, operating licenses and
taxes, including property taxes, paid by UNIGLOBE and directly
attributable to the support of the Intergraph account. UNIGLOBE
will use its best efforts to minimize all such costs.
(e) All costs for CRS equipment used by UNIGLOBE in support
of the Intergraph account, including all hardware, software, data
lines, modifications and interface charges, as provided in the
CRS agreements in place at the time of this agreement.
(f) All fees associated with the off-site storage of
ARC/IATA accountable documents.
PAYMENTS
--------
UNIGLOBE and Intergraph will mutually agree on the
administrative details of handling the accounting and
distribution of all revenue, including the establishment of
procedures to insure that UNIGLOBE is funded in a timely manner
for all authorized operating expenses associated with servicing
the Intergraph account. UNIGLOBE will provide Intergraph with
sufficient information to reconcile invoices submitted for
reimbursement.
LEISURE/PERSONAL TRAVEL
-----------------------
UNIGLOBE will establish and maintain a leisure-travel office,
staffed by UNIGLOBE personnel, on Intergraph's premises in
Huntsville, Alabama. All requests received by Intergraph Travel
Services from Intergraph employees to handle vacation/leisure-
travel arrangements will be referred to this office. No major
corporate or group accounts are to be serviced from this office
without the prior authorization of Intergraph Travel Services.
UNIGLOBE will be responsible for developing various discounted
leisure-travel and vacation packages for Intergraph employees.
Intergraph agrees to cooperate fully with UNIGLOBE Madison Travel
in promoting these packages to Intergraph employees, provided
that all such promotion efforts are in compliance with Intergraph
policy.
The leisure-travel office at Intergraph will use its best efforts
to assist Intergraph customers and consultants visiting
Huntsville with any changes or new reservations that they may
require. Such assistance will be provided even if it does not
generate any revenue to UNIGLOBE.
During the term of this agreement, no other travel agency will be
granted access to Intergraph offices in Huntsville for the
purpose of soliciting leisure, personal or vacation travel from
Intergraph employees.
RENT AND UTILITIES
------------------
Intergraph will provide UNIGLOBE with sufficient office space on
Intergraph's premises in Huntsville, Alabama. All costs
associated with the ongoing use of the space will be the
responsibility of Intergraph. All furnishings and office
equipment will be the responsibility of UNIGLOBE.
TELECOMMUNICATIONS
------------------
Intergraph will provide UNIGLOBE with a single telephone line for
access to Intergraph telephone network. This line must be used
exclusively for communication with Intergraph employees. Unless
otherwise agreed, all telephone instruments and related hardware
and any external telephone lines will be responsibility of
UNIGLOBE.
NON-DISCLOSURE
--------------
This agreement is confidential. Neither party will disclose the
existence of this agreement or any of its terms or conditions
without the other's prior written consent.
PUBLICITY
---------
UNIGLOBE agrees to submit to Intergraph all advertising, sales
promotion, press releases and other publicity matters relating to
the services performed by UNIGLOBE under this agreement wherein
Intergraph's names or marks are mentioned or language from which
the connection of said names or marks there with may be inferred
or implied and UNIGLOBE further agrees not to publish or use such
advertising, sales promotion, press releases, or publicity
matters without Intergraph's written approval.
TERM AND TERMINATION
--------------------
This agreement is effective as of April 1, 1999 and will continue
until April 1, 2000. Either party may terminate this agreement
upon ninety days written notice to the other. Any termination of
this agreement will be without prejudice to any outstanding
rights or obligations.
CONTINUITY OF SERVICE
---------------------
UNIGLOBE recognizes that the services provided under this
agreement are vital to Intergraph's overall effort, that
continuity must be maintained without interruption, that upon
expiration of this agreement a successor--either Intergraph or
another vendor -- may continue these services, and that UNIGLOBE
must give its best efforts and cooperation to effect an orderly
and efficient transition to a successor. UNIGLOBE will be
reimbursed for all reasonable transition costs provided those
costs are incurred within an agreed transition period after
expiration of the agreement and authorized, in writing, by
Intergraph.
NOTICES
-------
Notices and other correspondence related to the agreement should
be directed to the parties by facsimile, telegraph, first-class
mail (postage), or personal delivery, as follows:
TO THE COMPANY TO THE AGENCY
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Manager, Travel Services President
Mail Stop IW2002 Green Mountain, Inc.
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EXHIBIT A
UNIGLOBE SERVICE-FEE CALCULATION
For the term of this agreement, the UNIGLOBE Service Fee paid by
Intergraph to UNIGLOBE will be calculated as follows:
(I) On the first $25,393.00 of gross income, ten percent (10%)
(II) On the next $15,236.00 of gross income, five percent (5%)
(III) On the balance over $40,629.00 of gross income, two percent (2%)
For the purpose of calculating this Service Fee, "gross income"
is defined as all commissions or other cash revenue received by
UNIGLOBE as a result of Intergraph's travel activity booked
through UNIGLOBE. Bonuses, credits, discounts, incentives, or
reimbursements paid directly to Intergraph by service providers
will not be included in the calculation of gross income.
ENTIRE AGREEMENT
----------------
The agreement constitutes the entire understanding between
Intergraph and Green Mountain, Inc. relating to the subject
hereof and supersedes all prior communications on the subject.
Any further modification of the agreement must be in writing and
executed by both parties.
For: Green Mountain, Inc. For: Intergraph Corporation
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___________________________ _____________________________
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President Manager, Travel Services
Date: 5/7/99 Date: 5/5/99
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For: Intergraph Corporation
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_____________________________
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Vice President