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EXHIBIT 10.5
WORLDTRAVEL TECHNOLOGIES, L.L.C.
SERVICE BUREAU SOFTWARE SERVICES AGREEMENT
This Service Bureau Software Services Agreement (this "Agreement") is
made and entered into this first day of November, 1999 (the "Effective Date") by
and between WORLDTRAVEL TECHNOLOGIES, L.L.C. located at ▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, (hereinafter "WTT") and WORLDTRAVEL PARTNERS I, L.L.C.
located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter "User").
Subject to the terms and conditions in this Agreement, WTT hereby agrees to
provide WTP certain services through the use of WTT's software product(s) and
related manuals and documentation specified on Exhibit A attached hereto and
incorporated herein.
1. DEFINITIONS
1.1 Customer - Customer shall mean an entity doing business,
relating to travel agency services, with a given party on the
date in question. For corporate entities, only those divisions
or portions of a corporation doing business with such party on
the date in question are considered to be included in the
definition of Customer.
1.2 End User Agreement - That agreement between the parties
executed concurrently with this Agreement under which WTT
licenses the use of certain WTT software and products to WTP.
1.3 Global Distribution System or GDS - A computer system or
network used to check and make reservations of a travel
related nature.
1.4 Master Development Agreement - That agreement between the
parties executed concurrently with this Agreement under which
WTT shall perform certain software development services for
WTP.
1.5 Modifications - Changes to the Product that provide additional
features and/or functionality, expanding the capabilities of
the Product in existing functional areas, or affect existing
functionality.
1.6 OFS Service Bureau/Outsourcing Agreement - That agreement
between the parties executed concurrently with this Agreement
under which WTT provides Online Fulfillment Services (OFS) to
WTP.
1.7 Product - A logical grouping of WTT software, in object code
only, and related documentation which are sold by a specific
product name.
1.8 Qualified Transactions - All ticketed reservations less voids
reported from WTP's back office accounting system.
[*] The redacted portions indicated by this symbol are the subject of a
confidential treatment request and have been filed separately with the
Securities and Exchange Commission.
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1.9 Service Bureau - Computer facility located at WTT's Dallas
office, or other facilities from time to time as designated by
WTT, from which WTT, through its Travel Technologies Group
division ("TTG") will provide Services and data information to
the WTP.
1.10 Services - Those services listed in Exhibit A.
1.11 Software - Collectively, all of the software programs created
by WTT from time to time, with respect to the Product
identified on Exhibits A and B, and all Software Releases.
1.12 Software Release - A complete or partial delivery of Software
implemented at WTT's discretion on the servers which reside at
the WTT Dallas facility or such other facility as designated
by WTT from time to time.
1.13 Users - Entities and individuals who use the service bureau
offering. Users shall not include WTP.
2. SCOPE OF SERVICES
2.1 The Software will run and reside at the WTT service bureau
offices located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or
such other facilities as designated by WTT from time to time.
The Software will be run by WTT according to WTP's specific
needs and requests (to be mutually determined and outlined by
the parties). WTT will compile the data and forward it to a
person designated by WTP on a monthly basis.
2.2 The Service Bureau will process transactions from WTP's
company-owned locations in the United States and Canada only.
Transactions from other locations will be covered under a
separate agreement. The parties acknowledge that WTP has the
right to resell the Services to its Customers. Such right
shall not be affected by this Agreement.
2.3 The Software will include adaptations for use with the
specified GDS. From time to time, WTP may request other
specific Modifications to the Software. The development of any
and all Modifications requested by WTP for the Software shall
be covered by that Master Development Agreement executed
between the parties concurrently with this Agreement. For any
such Modifications and new Products, WTT agrees that all such
Modifications shall first be made available to WTP and then
the Modification(s) may be made available to all other Users
of the Software unless such Modifications or new Products were
funded by a third party who paid for such development. All
Modifications and new Products offered to other Users will be
made available to WTP pursuant to WTT's then-current rate or
less, at WTT's discretion. All such Modifications shall be
loaded on WTT's server as part of the service bureau system.
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2.4 The Joint Oversight Committee or JOC (as defined in Section 9)
of this Agreement shall set priorities for the allocation of
WTT resources necessary to adequately perform under this
Agreement. Once the JOC sets a start date for any project or
other matter to be undertaken under this Agreement, such start
date cannot be changed by WTT, unless the scope of the project
has been changed by the parties. In setting such priorities
and start dates the JOC shall take into consideration other
business issues facing WTT and other commitments of WTT.
2.5 Both parties will periodically discuss and review WTP's
competitive environment which would include a review of WTP's
competitors' technology, cost or pricing structure and service
offerings, to the extent such information is known (and with
respect to WTT, to the extent that disclosure of such
information is not restricted by a third party). If the
parties determine that there is significant financial impact
from new or improved technology: (1) which would reduce costs
or improve service; (2) which would make competitors' costs
for services at or below WTP's cost for comparable services;
or (3) which would make competitors' service offerings
superior to those of WTP, then, the parties shall jointly
determine, in good faith, if a change in technology, cost or
services should be made, in accordance with the provisions of
Section 10.
2.6 WTP shall run all Qualified Transactions through the Service
Bureau. WTT shall have the right to audit WTP's division
financial statements for discrepancies.
3. WTT'S PROPRIETARY RIGHTS; WTP RESTRICTIONS
3.1 WTP acknowledges that the Software, related documentation and
the data compiled hereunder, embody valuable confidential and
proprietary information of WTT, the development of which
required the expenditure of considerable time and money by
WTT, and are protected by United States copyright law and
international treaty. WTP shall treat such information so
received in confidence and shall not use, copy disclose, nor
permit any of its personnel (excepting those employees with a
"need to know" and who have signed appropriate confidentiality
agreements) to use, copy, or disclose the same, or the
existence of same, for any purpose that is not specifically
authorized under this Agreement. By virtue of this Agreement,
WTP acquires only the non-exclusive right as described above
to receive the Services provided by WTT through the use of its
proprietary Software and related documentation, and does not
acquire any license thereto or any rights of ownership in such
materials. WTP is specifically prohibited from reselling or
sublicensing the Products or establishing its own Service
Bureau without the prior written consent of WTT, except as set
forth in a separate agreement between the parties'
subsidiaries, Travel Technologies Group LLC, and WorldTravel
Partners Affiliates, Inc. In the event such written permission
is given by WTT, an appropriate royalty or sales commission
shall be negotiated between the parties. WTT, or its licensor,
at all times retain all right, title and interest in the
Software, related documentation, and any derivatives thereof.
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3.2 WTP agrees not to remove, alter or conceal any product
identification, copyright notices, or other notices or
proprietary restrictions from the monthly data information
reports provided to WTP by WTT and to reproduce any and all
such notices on any copies of such materials.
3.3 WTP recognizes and acknowledges that any use or unauthorized
disclosure of the Software by WTP may cause WTT irreparable
damage for which other remedies may be inadequate, and WTP
hereby acknowledges as proper any request to a court of
competent jurisdiction by WTT for injunctive or other
equitable relief seeking to restrain such use or disclosure.
3.4 WTP has selected the Services provided hereunder and assumes
full responsibility for the data provided, stored or
transmitted by means of the Software, and the use of such
data, including the results obtained therefrom.
3.5 Except for WTT's obligations under Section 5, WTP shall
defend, indemnify and hold harmless WTT from any demand, suit,
cause of action, judgment, liability, cost of expense
(including court costs and reasonable attorneys fees) arising
out of the Services provided and the data compiled hereunder.
4. PRICING AND PAYMENT
4.1 The fees for the Services provided pursuant to this Agreement
are set forth in Section 4.3 below. All payments will be made
within thirty (30) days of receipt of invoice in immediately
available U.S. Dollars without withholding, deduction or
offset and regardless of whether WTP collects any fees from
its customers. WTP shall pay interest on all amounts not paid
when due at the rate of 1.5% per month or the highest lawful
rate, whichever is less. WTT has the right to suspend the
Services for non-payment upon thirty (30) days written notice.
All fees shall be valid for five (5) years from the Effective
Date of this Agreement. By the end of the fourth year of this
Agreement, the parties shall renegotiate the fees for services
hereunder. If the parties cannot agree, then this Agreement
will terminate on the fifth anniversary of the Effective Date.
4.2 The fees for the Services do not include any charge for taxes
and WTP is solely responsible for paying any and all national
and local taxes (including any and all export/import taxes and
customs duties) attributable to the Services rendered by WTT
or any authorized distributor in connection with this
Agreement, excluding only taxes based upon the net income of
WTT or an authorized distributor. In the event that any new
taxes are imposed by any authority, the parties shall review
the competitive environment in accordance with the provisions
of Section 2.5 hereunder to determine if any changes should be
made in technology, cost or services. Both parties agree to
take all reasonable steps to minimize taxes, which might be
assessed on either party based on the parties' performance
hereunder.
4.3 For the term of this Agreement, WTP shall pay WTT [*] per
Qualified Transaction in accordance with Exhibit A. This fee
does not cover
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Meeting Assist, which is priced separately as outlined in
Exhibit A. WTP shall run all Qualified Transactions through
WTT in accordance with the licenses granted under this
Agreement for as long as WTT is offering such Products. WTT
will not discontinue any Products licensed hereunder without
WTP's consent. If WTT discontinues a Product, then the cost
per transaction listed herein shall be adjusted to reflect a
pro rata reduction.
4.4 Should third party CRS access fees change so that WTT would
suffer increased costs in providing the Services hereunder,
the parties shall renegotiate the financial and/or services
terms of this Agreement in accordance with the provisions of
Section 7.6.
5. LIMITED WARRANTY
5.1 WTT represents and warrants that it will provide the Services
hereunder in a timely, workmanlike fashion and in accordance
with industry standards. WTT will not be liable to WTP for any
claim or defect arising from or based upon any cause beyond
the control of WTT.
5.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 5, NO EXPRESS OR
IMPLIED WARRANTY IS MADE BY WTT WITH RESPECT TO ANY SERVICE,
PRODUCT, SOFTWARE RELEASE, DATA COMPILATION OR ANY OTHER
MATTER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES
OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY OR
FITNESS FOR A PARTICULAR PURPOSE. WTT DOES NOT WARRANT THAT
ALL ERRORS IN THE SOFTWARE CAN OR WILL BE CORRECTED OR THAT
THE FUNCTIONALITY OF THE SOFTWARE WILL MEET WTP'S
REQUIREMENTS.
6. LIMITATIONS OF LIABILITY
6.1 NEITHER WTP, WTT NOR THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES OR AGENTS, WILL BE LIABLE TO THE OTHER FOR ANY
CLAIMS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING
OUT OF THE SERVICES PROVIDED BY THIS AGREEMENT OR A BREACH OF
THE AGREEMENT, WHETHER SUCH DAMAGES OR CLAIMS ARE BASED ON
BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY,
TORT, PRODUCTS LIABILITY OR OTHERWISE.
6.2 IN NO EVENT WILL EITHER PARTY'S LIABILITY FOR ANY DAMAGES OR
INJURIES TO EITHER PARTY HEREUNDER EVER EXCEED THE TOTAL
SERVICE FEE PAID BY WTP FOR THE SERVICES PROVIDED HEREUNDER,
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT,
NEGLIGENCE, STRICT LIABILITY, TORT, PRODUCTS LIABILITY OR
OTHERWISE.
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7. TERM AND TERMINATION
7.1 The term of this Agreement will begin on November 1, 1999 (the
"Effective Date"), and will continue until the latter of (a)
the tenth anniversary of the Effective Date, or (b) the date
that this Agreement expires following the extension of its
term (unless terminated sooner in accordance with this
Agreement), or (c) the termination of any one of the End User
License Agreement, Master Development Agreement, or the OFS
Service Bureau/ OutsourcingAgreement.
7.2 Extension and Renewal. Unless terminated earlier, if upon the
ninth anniversary of the Effective Date, the parties have not
agreed to a written Amendment extending this Agreement, this
Agreement shall terminate at the end of the tenth year of its
initial ten (10) year term.
7.3 Either party may terminate this Agreement and the rights
granted herein if the other party breaches any of the
provisions of this Agreement and (i) fails to remedy such
breach within thirty (30) days after receiving written notice
thereof, or (ii) provided the breach does not relate to a
monetary obligation, fails to (a) commence a good faith action
to remedy such breach within thirty (30) days after receiving
written notice thereof, and (b) diligently pursue such action
to conclusion. In the event WTT fails to meet the Service
Performance requirements, as specified in this Agreement, WTP
shall give WTT notice of such non-compliance and WTT shall
take all reasonable actions to correct such non-compliance as
soon as practicable. In the event that there is a continued
failure by WTT to meet the Service Performance requirements,
WTP shall give WTT notice of such non-compliance and within
five (5) days of receiving such notice, WTT shall provide a
corrective action plan to WTP for approval. WTP shall review
and approve such corrective action plan or provide reasonable
required changes to WTT within five (5) days from WTP's
receipt of such plan. In the event that WTT does not meet the
Service Performance requirements within the time period set
forth in any corrective action plan, WTP may terminate this
Agreement for cause pursuant to the notice provisions provided
in Section 7.3 (i) and (ii). Termination of this Agreement
does not constitute either parties' exclusive remedy for
breach or non-performance by the other party and each party is
entitled to seek all other available remedies, both legal and
equitable, including injunctive relief.
7.4 Should either party (1) admit in writing its inability to pay
its debts generally as they become due; (2) make a general
assignment for the benefit of creditors; (3) institute
proceedings to be adjudicated a voluntary bankrupt; (4)
consent to the filing of a petition of bankruptcy against it;
(5) be adjudicated by a court of competent jurisdiction as
being bankrupt or insolvent; (6) seek reorganization under any
bankruptcy act; (7) consent to the filing of a petition
seeking such reorganization; or (8) have a decree entered
against it by a court of competent jurisdiction appointing a
receiver, liquidator, trustee, or assignee in bankruptcy or in
insolvency covering all or substantially all of such party's
property or providing for the liquidation of such party's
property or business affairs; then, in
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any such event, the other party, at its option and without
prior notice, may terminate this Agreement effective
immediately.
7.5 Upon termination of this Agreement for any reason, WTT's
obligation to provide the Services hereunder will immediately
cease. If the Agreement is terminated due to a breach by WTT,
WTT will be responsible for submitting to WTP the data
compilation for the portion of the month up to and including
the effective termination date. If the Agreement is terminated
due to a breach by WTP, WTT will have no such obligation to
provide a data compilation to WTP for the month when
termination became effective.
7.6 Should there by any material change, as determined by either
party; (1) in any laws, ordinances, orders, rules or
regulations governing the way the parties may operate; (2) in
travel industry conditions, including but not limited to,
airfares (e.g., net fares or net/net fare arrangements) or
compensation to WTP, by action of any industry vendor,
governing body or client; or (3) in technology including but
not limited to computer reservation systems or the Internet;
which material change has the effect of materially increasing
or decreasing the cost of doing business; then, either party
shall have the right to provide written notice to the other
party of such change and both parties agree to renegotiate in
good faith the financial and/or service terms of this
Agreement in accordance with the provisions of Section 10. If
the parties are unsuccessful in renegotiating mutually
satisfactory terms, either party shall have the right to
terminate this Agreement at any time thereafter with thirty
(30) days advance written notice.
7.7 WTP Obligations Upon Termination . In the event of termination
of this Agreement by WTT, WTT will work together with WTP or a
designated third party to identify the information, materials
and resources WTP is entitled to receive and to develop an
overall plan for transitioning such items to WTP in accordance
with the following provisions (collectively, "Termination
Assistance"). The terms of this Agreement as they relate to
Termination Assistance shall remain in effect until WTT has
completed its Termination Assistance. WTT will provide the
Termination Assistance described below for a period of no less
than ninety (90) days and no more than six (6) six months per
WTP's written request, except as provided in this Section.
WTT's obligation to provide Termination Assistance will be
conditioned upon WTP paying to WTT all outstanding invoices
prior to the commencement of any Termination Assistance and
will be conditioned upon WTP continuing to pay when due any
and all fees due hereunder during the Termination Assistance
period. WTP shall pay WTT standard hourly rates and reasonable
expenses for any Termination Assistance provided by WTT. This
fee is in addition to any other payments required under this
Agreement. Notwithstanding the termination or expiration of
this Agreement, the terms and conditions of this Agreement
will apply to all services provided by WTT during such period.
If WTP requests Termination Assistance beyond the available
capacity of the WTT on-site staff, such request will be
treated as a request for additional services and WTP will pay
the agreed upon charge for such additional services. The
provisions of this Section will
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survive the expiration or termination of this Agreement for
any reason.
WTP and WTT will jointly develop a plan (the "Transition
Plan") to effect the orderly transition and migration to WTP
or a designated third party from WTT of all services then
being performed or managed by WTT under this Agreement (the
"Termination Transition"). The Transition Plan will set forth
the tasks to be performed by WTP and WTT, the time for
completing such tasks and the criteria for declaring the
transition "completed". The parties and their employees and
agents will cooperate in good faith to execute the plan and
each party agrees to perform those tasks assigned to it in the
Transition Plan. WTT will direct the execution of the
Transition Plan. The Transition Plan will include the
following tasks and such other tasks as may be agreed upon by
WTP and WTT:
(i) Providing WTP access to necessary data files and
programs, certain non-proprietary operational
procedures and data and documentation in WTT's
possession related to the Services.
(ii) Returning all WTP confidential and proprietary
information in WTT's possession, except for one copy
which WTT may retain, subject to its confidentiality
obligations, for internal recordkeeping purposes and
for compliance with applicable professional
standards.
(iii) Returning all WTP data and documentation. WTT will
deliver to WTP all WTP data in a format application
for use by WTP and will seek to minimize the amount
of manual data entry or re-keying necessary in
connection with the transfer of such data to WTP.
7.8 Obligation To Minimize Damages. Both parties shall have an
obligation to take such steps as may be reasonably necessary
to minimize damages to the parties on termination, including,
but not limited to, minimizing all contractual obligations
that but for the existence of this Agreement, neither party
would have entered into.
7.9 The provisions of Sections 3, 5, 6, 7, 8 , 10 and 11 hereof
survive the termination of this Agreement.
8. NON-SOLICITATION AND CONFIDENTIALITY
8.1 During the term of this Agreement and, for any individual
employee for six months following termination or resignation
of such employee, neither party shall employ, solicit or make
any offers to employ any employees of the other party used by
the original employing party in the performance of the
Services or Additional Services, without the prior written
consent of the original employer. The original employer shall
be entitled, in addition to any other remedies it may have at
law or in equity, to a payment from the hiring party in an
amount equal to
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one year's salary of any employee the hiring party employs,
solicits or offers to employ in violation of this Section.
8.2 During the course of this Agreement the parties may come into
possession of technology, computer software, documentation,
trade secrets, products, copyrights or other confidential and
proprietary information ("Confidential Information") of the
other. Each party agrees to refrain from distributing,
copying, disclosing or disseminating in any form the
Confidential Information of the other party to any person or
entity except to those employees or agent who have a need to
know and who are obligated to maintain the confidentiality of
such Confidential Information. Neither party shall use the
Confidential Information of the other for any purpose other
than that for which it was disclosed. All Confidential
Information of a party shall remain the property of that party
and will be promptly returned upon request or at the
termination of this Agreement. Each party's obligation with
respect to the Confidential Information of the other party
shall expire three (3) years after the termination of this
Agreement.
8.3 During the term of this Agreement, unless requested by WTP,
WTT will not sell or license any Services or Products directly
to WTP's Customers receiving travel management Services
without giving notice to WTP and sharing equally with WTP any
profits received.
9. JOINT OVERSIGHT COMMITTEE
9.1 JOC Procedures. The following representatives will comprise a
joint oversight committee (the "JOC") which will meet at least
quarterly. The functions of such committee, among other
things, will be to review and analyze the performance of the
parties based on the service performance standards specified
in this Agreement.
WTT Designee: WTT Account Representative
WTP Designee: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
If a JOC Member resigns or leaves its employer, the party with a
vacancy will promptly appoint a replacement.
9.2 Management Representatives
Each party hereby appoints the following individual as its
Management Representative for purposes of this Agreement:
WTT: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
WTP: W. ▇▇▇▇▇▇ ▇▇▇▇▇▇
If a Management Representative resigns or leaves its employer,
the party with a vacancy will promptly appoint a replacement.
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9.3 Report Contents. WTT will prepare (i) a listing of key service
activities, and (ii) definitions of measurements of
qualitative and quantitative service performance levels for
each such key service activity, and will submit such listings
and definitions to the JOC for approval. Such service
performance levels will be used to measure WTP's and WTT's
performance of their responsibilities under this Agreement.
9.4 Performance Levels. WTT will deliver to the JOC for each
calendar quarter (within thirty (30) days of the end of such
quarter), commencing with the calendar quarter beginning
December 1, 1999, service performance reports ("Service
Performance Reports") that identify, for each JOC approved key
service activity, the performance level for that activity. The
JOC will review the parties' performance during the relevant
time period (including but not limited to the information,
contained in the Service Performance Reports), and will
provide feedback to both WTT and WTP regarding the performance
of their respective responsibilities under this Agreement. The
JOC will also periodically review the definitions and
measurements used in the Service Performance Reports and
revise them as necessary to reflect the most appropriate
measures of WTT and WTP performance. The initial failure by
WTT to meet any service performance level shall not be
considered a breach of this Agreement, until the provisions of
Section 7.3 have been satisfied.
10. DISPUTE RESOLUTION.
10.1 Initial Procedures. The parties shall make all reasonable
efforts to resolve all disputes without resorting to
litigation. If a dispute arises between the parties, the JOC
Representatives will attempt to reach an amicable resolution.
If either JOC Representative determines that an amicable
resolution cannot be reached, such JOC Representative shall
submit such dispute in writing to the Management
Representatives, who shall use their best efforts to resolve
it or to negotiate an appropriate modification or amendment.
10.2 Escalation. Except as otherwise provided in the termination
provisions hereof, neither party shall be permitted to
exercise any other remedies until the later of (i) the date
that either Management Representative concludes in good faith
that an amicable resolution of the dispute through continued
negotiation is unlikely, or (ii) sixty (60) days following the
date that both parties have notified a Management
Representative pursuant to Section 10.1. If either party fails
to designate a Management Representative at its own
initiative, it shall do so within three business days of a
request from the other party to do so.
11. GENERAL
11.1 This Agreement, including the Exhibits attached hereto,
represents the entire understanding and agreement between the
parties, and supersedes any and all
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previous discussions and communications. No employee or agent
of WTT nor any distributor is authorized to make any
additional representations or warranties related to the
Services provided hereunder or the Software. Any subsequent
amendments and/or additions hereto are effective only if in
writing and signed by both parties. WTP may not assign its
rights or obligations under this Agreement without the prior
written consent of WTT. Subject to the foregoing limitation on
assignment, this Agreement is binding upon and inures to the
benefit of the successors and assigns of the respective
parties hereto.
11.2 This Agreement is to be interpreted in accordance with the
laws of the State of Georgia. Any legal action resulting from
it is to be held within the jurisdiction of the applicable
state and federal courts of Atlanta, Georgia. It is understood
and agreed that the parties will use their best endeavors to
amicably resolve any dispute or difference arising from this
Agreement.
11.3 Headings of paragraphs in this Agreement are inserted for
convenience only, and are in no way intended to limit or
define the scope and/or interpretation of this Agreement.
11.4 The failure of either party at any time to require performance
by the other party of any provision hereof is not to affect in
any way the full rights of such party to require such
performance at any time thereafter, nor is the waiver by
either party of a breach of any provision hereof to be taken
or held to be a waiver of the provision itself or any future
breach.
11.5 The parties hereto are independent contractors, and nothing in
this Agreement is to be construed to create a partnership,
joint venture, or agency relationship between WTT and WTP.
11.6 If any part, term, or provision of this Agreement is held to
be illegal, unenforceable, or in conflict with any law of a
federal, state, or local government having jurisdiction over
this Agreement, the validity of the remaining portions or
provisions are not to be affected thereby.
11.7 Any notice given pursuant to this Agreement is to be in
writing and delivered personally or sent by certified mail,
return receipt requested, or by air express, return receipt
requested, to the individuals shown below, or to such other
persons or addresses as the parties may designate in a notice
conforming with the requirements of this Section. Any such
notice, when delivered in the manner aforesaid, shall be
deemed given on the date of receipt.
For WTP: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
WorldTravel Partners I, L.L.C.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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For WTT: ▇▇▇▇▇ ▇▇▇▇▇▇▇
General Counsel
WorldTravel Technologies, L.L.C.
▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(SIGNATURES ON FOLLOWING PAGE)
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IN WITNESS WHEREOF, the undersigned duly authorized representatives of
the parties hereto have made and entered into this Agreement as of the Effective
Date.
WorldTravel Technologies, L.L.C. WorldTravel Partners I, L.L.C.
Signed: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Signed: /S/ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
President President
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EXHIBIT A: SERVICES BUREAU SERVICES
CoRRe: an acronym for Centrally Oriented ResReview Edition is a quality control
robot running a series of tests against record files stored in an automated
reservation system. It also consists of the following modules:
QualityCheck: allows you to define QC checks and comprehensive "PNR routines"
for reservation completion, error identification and/or correction;
SeatFinder: assures you that the best possible seat is offered, based on the
passengers' preference;
FareFinder: assures that the lowest possible fare is offered on the request or
alternate itinerary;
Clearance: repeatedly attempts to clear previously waitlisted flights and fares;
UpGrade: automatically moves your frequently flyers into first or business class
in compliance with airline and CRS rules;
ForeCast: a complete pre-trip report library and report generator
which lets you create customized reports for your customers.
Now they can act before travel $[*]/Transaction
ResAssist is a corporate Self Reservation system based on
internet technology. It enables flight, hotel and car reservation
with automatic pricing. It enables preferred vendor displays and
policy control. $[*]/Transaction
MeetingsAssist(1) is a Group and Meetings Management software
Product suite for planning and managing corporate meetings.
Other Services: Technical Sales Support and Collateral
Technical Consulting to Corporations Product Expertise at
Service Bureau Tradeshow Support ACTW and NBTA
Marketing Benefits of Technology. $[*]/Transaction
LICENSES
Highlighter $[*]/Transaction
SW Direct $[*]/Transaction
Profile Management $[*]/Transaction
$[*]/Transaction
-----------
(1) MeetingsAssist support and or hosting will be billed at [*]. The license
fee is covered in the Transaction pricing above, but not support or hosting
fees.
15
EXHIBIT B: LICENSES
EncoRRE1.1
CoRRe 2.3
ResAssist 5.0
ProfileSync 1.1
Infosync 1.1
MeetingsAssist 2.2
CRS Screen Highlighter 4.52
SW Direct