<PAGE>
EXHIBIT 10.1
GALILEO CONTRACT NO.
US995431-ET
ObjectSpace
MASTER SERVICES AGREEMENT
This MASTER SERVICES AGREEMENT ("Agreement") is effective as of the 6th day
of August, 1999 (the "Effective Date") by and between GALILEO INTERNATIONAL,
L.L.C. ("Galileo"), a Delaware limited liability company and wholly owned
subsidiary of Galileo International, Inc., with offices at 9700 West Higgins
Road, Rosemont, Illinois 60018, AND OBJECTSPACE, INC., a Delaware
corporation, whose mailing address is 14850 Quorum Drive, Suite 500, Dallas,
Texas 75240 ("ObjectSpace").
RECITALS
A. ObjectSpace is in the business of creating and deploying advanced
technology solutions that leverage existing object-oriented technology and
providing consulting, training, and software products.
B. Galileo desires to obtain such services from ObjectSpace pursuant to
the terms of this Agreement.
Therefore, in consideration of the mutual covenants contained herein,
Galileo and ObjectSpace agree as follows:
1. SERVICES
A. ObjectSpace shall provide software and/or professional or technical
services (collectively referred to herein as the "Services") described
in one or more Task Orders negotiated and signed from time to time by
authorized representatives of both parties. Each Task Order shall set
forth, at a minimum, a description of the Services to be performed,
the number of ObjectSpace's personnel assigned to the project
(including their names), the duration of each individual's assignment,
the project deliverables, a schedule for completing the project,
reporting requirements, a project manager for each party, software
testing and acceptance criteria and license and maintenance fees (if
applicable), the fees for the Services to be performed, identification
of the portions of any software to be delivered that are New Software
and Other Software, as defined herein, and, to the extent that
software owned by third parties is a portion of the software to be
delivered to Galileo pursuant to a Task Order, the Task Order shall
also include an identification of such third party software and a
specification of the manner in which Galileo has or can obtain rights
to use such third party software including additional costs, as
applicable. A specimen Task Order is attached hereto as Exhibit A.
ObjectSpace shall have the right to accept or decline any proposed
Task Order.
B. Galileo shall have the right to request modifications to the scope of
the Task Order by notifying ObjectSpace of the nature of the proposed
change. For each proposed change or addition, ObjectSpace agrees to
provide to Galileo, at no additional charge, an analysis of such
change or addition, which shall include the following: (1) An estimate
of the time and materials cost for each such change; and (2) An
estimate of the effect such change would have on the project,
including the impact on outstanding and future deliverables and the
related delivery dates for such deliverables. Any changes in the
scope, price, schedule, or requirements of a project must be evidenced
by a written amendment to the Task Order that is executed by
authorized representatives of both parties.
C. The methods, details, and means of performing the Services shall be
determined jointly by ObjectSpace and Galileo, subject to Galileo's
right to assure satisfactory results by exercising its rights to
inspect, stop work, make recommendations regarding details of the
work, and request modifications to the scope of the Task Order. The
Services shall be performed either at Galileo's or ObjectSpace's
premises, as agreed. If Services are performed at Galileo's premises,
Galileo shall provide ObjectSpace's personnel with appropriate
workspace, equipment, and services, and ObjectSpace's personnel shall
observe Galileo's security and safety policies.
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EXHIBIT 10.1
D. Galileo shall provide appropriate cooperation and access to key
personnel to enable ObjectSpace to perform the Services.
2. PERSONNEL
A. The person(s) retained by ObjectSpace and actively engaged in the
provision of Services under this Agreement shall be identified in the
applicable Task Order by name, title or position and responsibilities.
Galileo shall have the right to approve all Personnel providing
Services. If Galileo reasonably determines that any of Consultant's
personnel are not appropriate for the work being performed based on
their skills, background, or experience, ObjectSpace shall make a good
faith effort to assign other qualified personnel.
B. ObjectSpace may not utilize subcontractors to provide the Services
without Galileo's prior written consent. Each subcontractor shall
execute a written agreement whereby he agrees to be bound by the terms
of this Agreement.
C. All persons providing Services to Galileo under this Agreement shall
at all times be employees of ObjectSpace and not of Galileo. It is the
intent of the parties that ObjectSpace at all times shall be an
independent contractor with full and complete responsibility for all
of its employees, representatives, and subcontractors (hereafter
"Personnel"), including, Without limitation, payment of all
payroll-related taxes. Nothing in this Agreement shall be interpreted
to create or establish the relationship of employer and employee
between Galileo and ObjectSpace or any of its Personnel.
3. SOFTWARE DELIVERY AND TESTING
A. To the extent the Services specified in a particular Task Order
contemplate the creation of any new, custom software that does not
exist in the current product offerings of ObjectSpace or any third
party and that is to be created only for Galileo's benefit ("New
Software"), the parties shall agree upon criteria and methods for
testing and acceptance of such New Software. Delivery of such New
Software shall include the New Software itself in object code format,
the source code for the New Software, and any related documentation,
flow charts, design documents, record and file layouts, user and
maintenance manuals, and any other materials deemed necessary by
Galileo to perform the acceptance testing specifically and solely
associated with the New Software (the "Software Deliverables"). The
parties hereto expressly agree that the Software Deliverables shall
only include information, code and documentation associated with New
Software developed for Galileo as a result of a Task Order and shall
not include (1) any preexisting software owned by ObjectSpace or any
third party or (2) other software created by ObjectSpace but not
specifically for Galileo (collectively, the "0ther Software") that may
be used in conjunction with the New Software created for Galileo.
Galileo shall only receive executable code and user level
documentation, where applicable and available for all Other Software.
B. Upon delivery of the Software Deliverables, ObjectSpace shall assist
Galileo in testing the New Software, and take all reasonable steps to
correct any defects identified by Galileo.
4. TERM
This Agreement shall commence on the Effective Date and expire upon the
parties' completion of all obligations set forth under this Agreement or
August 5, 2000, whichever occurs first (such period being referred to
herein as the "Term"). This Agreement may be earlier terminated in
accordance with Section 18 hereof. This Agreement may not be renewed or
extended except by written agreement executed by both parties. Any
obligations that survive the expiration or termination of this Agreement
shall continue thereafter in full force and effect.
5. PROJECT MANAGERS
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EXHIBIT 10.1
ObjectSpace and Galileo shall each designate, prior to the commencement of
work under this Agreement, a project manager who shall have responsibility
for conveying decisions on behalf of the respective parties under this
Agreement. Such designated project managers shall be identified in the
applicable Task Order. All correspondence and reports pertaining to this
Agreement shall be initiated by and addressed to the respective project
managers, except that notices under this Agreement shall be addressed as
specified under Notices, below.
6. REPORTS AND DOCUMENTATION
As specified in the applicable Task Order (or as otherwise agreed by
Galileo and ObjectSpace in writing), ObjectSpace shall provide to Galileo
written reports of the Services (the "Reports").
7. PROPRIETARY RIGHTS
A. ObjectSpace hereby assigns to Galileo all right, title, and Interest
in and to the New Software, the Software Deliverables, Reports, and
other ideas, Inventions, discoveries, improvements, designs, computer
programs, modules, products and related documentation and works of
authorship, including any modifications or enhancements thereto, and
other intellectual property created or conceived wholly or in part by
ObjectSpace or Its Personnel In connection with performing Services
pursuant to this Agreement, whether alone or in cooperation with
Galileo or any other third party that are embodied in New Software
(collectively, the "Work Product"). Galileo shall have the right to
obtain and to hold exclusively in Galileo's own name all rights to any
copyrights in any copyrightable materials embodied in the Work
Product, and any extensions and renewals thereof. ObjectSpace agrees,
at the request of Galileo and for no additional consideration, to
execute such documents and perform such other acts as Galileo deems
necessary to effectuate the transfer of rights hereunder.
B. ObjectSpace hereby agrees and acknowledges that neither ObjectSpace
nor its Personnel shall have any right to: (1) use, reproduce, modify,
prepare derivative works from, distribute, transmit or otherwise
exploit the Work Product by any means whatsoever, or (2) develop, use,
or distribute works that are similar or identical (in function,
structure, sequence, or organization) to the Work Product, except as
may be necessary to perform the Services.
C. The term Work Product shall not be construed to include, and
ObjectSpace shall retain all rights, title, and interest in: (1) the
Other Software or any other software program(s) and documentation
owned or distributed by ObjectSpace that is developed independently by
ObjectSpace outside the scope of the Services; (2) any object oriented
subroutines that are used in developing or that are embodied in the
Work Product (excluding any Galileo Confidential Information); and (3)
any tools or utilities developed by or on behalf of ObjectSpace (the
foregoing being hereinafter collectively referred to as "Proprietary
Materials"). ObjectSpace grants to Galileo a non-exclusive,
nontransferable, perpetual license to use such Proprietary Materials
that are incorporated into the Work Product solely for the operation
of the New Software (other than the "Voyager" software, which shall be
licensed pursuant to a separate license agreement).
C. Notwithstanding the foregoing, ObjectSpace may, except as otherwise
provided herein, freely use the "residuals" from the Work Product,
provided that ObjectSpace shall maintain the confidentiality of
Galileo's Confidential Information. (The term "residuals" shall mean
the Work Product in nontangible form (i.e., not in written or other
documentary form, including tape or disk) that may be retained in the
memories of ObjectSpace Personnel who have had access to or assisted
in development of the Work Product, including know-how, ideas, or
techniques contained therein.)
D. During the term of this Agreement, and for a period of 12 months
thereafter, ObjectSpace shall not, without Galileo's prior written
consent, assign any ObjectSpace Personnel who have performed Services
hereunder to perform, for any entity listed on Exhibit B, services
similar to those performed by such Personnel hereunder.
8. REPRESENTATIONS AND WARRANTIES
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EXHIBIT 10.1
A. ObjectSpace represents and warrants that the Services shall be
performed in a good and workmanlike manner and that the Services shall
be of the highest professional standards and quality. ObjectSpace
agrees to reperform any Services not meeting this warranty at no
additional cost to Galileo.
B. ObjectSpace represents and warrants that any and all hardware,
software (including embedded software), firmware and systems created
and provided by ObjectSpace hereunder (each a "Product," collectively
the "Products") shall be Year 2000 Compliant, as that term is defined
herein. The term "Year 2000 Compliant" or "Year 2000 Compliance" shall
mean that each Product, when used in accordance with its applicable
documentation, shall be capable upon installation of accurately
processing (including, but not limited to, providing, receiving,
calculating, comparing and sequencing of data) date and daterelated
data from, into, and between the twentieth and twenty-first centuries,
including the years 1999 and 2000, and leap year calculations.
ObjectSpace warrants that any New Software supplied hereunder shall be
Year 2000 Compliant until December 31, 2003. ObjectSpace shall
promptly repair any non-compliant Products and documentation. If
ObjectSpace is unable to rectify a Year 2000 noncompliance issue after
reasonable efforts, ObjectSpace hereby grants Galileo permission to
modify the Products, or any portion thereof, to bring the Product(s)
into Year 2000 Compliance.
C. ObjectSpace represents and warrants that it has obtained all written
assignments and consents from any Personnel or other third party as
may be necessary to effectuate fully the transfer and assignment of
rights to the Work Product, and that no other assignments or consents
are necessary or appropriate under any agreements concerning any of
the Work Product in order for the transfer and assignment of any of
the Work Product under this Agreement to be legally effective in the
United States, India or any other relevant jurisdiction.
D. ObjectSpace warrants that the Work Product, and any modifications or
enhancements thereto, shall not infringe any intellectual property or
other proprietary right of a third party of which ObjectSpace has
direct knowledge, and that ObjectSpace shall not enter into any
agreement or take any action that would conflict with the proprietary
rights granted to Galileo hereunder.
E. ObjectSpace represents and warrants that, for a period of 90 days
following the successful completion of the acceptance testing
procedures specified in Section 3 above, the Software Deliverables
shall conform to Galileo's specifications and requirements.
F. ObjectSpace represents and warrants that neither ObjectSpace nor any
Personnel have any obligations to prior employers or others relating
to proprietary or confidential information or any inventions or
discoveries relating to the business of Galileo, and neither
ObjectSpace nor any Personnel is bound by any restriction, agreement,
judgment or other limitation limiting ObjectSpace's ability to enter
into this Agreement or to carry out its terms or shall engage in any
activity or take any action that would be In conflict with or that
would result in a breach or violation of any such restriction,
agreement, judgment or other limitation.
9. FEES
A. In consideration of performance of the Services pursuant to the terms
of this Agreement, Galileo shall pay to ObjectSpace the amounts
specified in the applicable Task Order. Unless otherwise provided in
the applicable Task Order, ObjectSpace shall submit to Galileo a
monthly invoice for the Services and reimbursable expenses, showing in
reasonable detail the distribution of charges based on milestones
completed and/or the hours worked and an itemization of reimbursable
expenses.
B. In the event that ObjectSpace is compensated in whole or in part on an
hourly basis, ObjectSpace agrees to keep complete and accurate books
and records of the actual number of hours worked in performing the
Services. Galileo shall pay such invoices within thirty (30) days of
receipt by Galileo. During the term of this Agreement and for a period
of one year following expiration or termination for any reason,
Galileo or its representative may, upon reasonable prior notice,
inspect the aforesaid books and records and make copies thereof. Any
such audit shall be at the expense of Galileo.
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EXHIBIT 10.1
10. TRAVEL EXPENSES
Galileo shall reimburse ObjectSpace for reasonable and necessary travel and
living expenses, including, without limitation, air fare (Coach Class
only), lodging, meals (subject to a maximum per them of $40.00), taxi,
telephone and rental car, actually incurred by ObjectSpace or Personnel in
connection with Services related travel preapproved by Galileo, up to the
maximum(s), if any, set forth in the applicable Task Order. Such expenses
shall be reimbursed by Galileo only upon submission by ObjectSpace of
written expense reports documenting such expenses with receipts for all
expenditures greater than twenty-five dollars ($25.00). Except for the
travel-related expenses specified in this Section 10, Galileo shall not be
responsible for any out-of-pocket expenses of ObjectSpace or Personnel,
unless otherwise provided in the applicable Task Order.
11. TAXES
A. Galileo shall pay any United States sales or use taxes (except for any
tax levied upon or measured by ObjectSpace's gross receipts) imposed
by any taxing authority and required to be paid by ObjectSpace or
Galileo as a result of the services provided to Galileo under this
Agreement. Galileo shall not be liable for any tax levied upon or
measured by the income of ObjectSpace. Galileo shall not be liable for
any interest or penalties assessed as a result of any delay by
ObjectSpace in connection with any such taxes.
B. If a claim is made against ObjectSpace for any taxes that are to be
paid by Galileo, ObjectSpace shall promptly notify Galileo. If Galileo
so requests in writing, ObjectSpace shall, at Galileo's expense, take
such action as Galileo may reasonably direct with respect to such
taxes, including payment of such taxes under protest. If the tax has
been paid, and if requested by Galileo, ObjectSpace shall, at
Galileo's expense, take such action as Galileo may reasonably direct,
including allowing Galileo to file a claim or commence legal action in
ObjectSpace's name, to recover such tax payment. In the event of
refund or recovery of any tax, or part thereof, ObjectSpace shall pay
to Galileo promptly that portion of the tax paid by Galileo, including
any interest received thereon.
12. INDEMNIFICATION
ObjectSpace shall defend, indemnify and hold harmless Galileo, its owners,
officers, employees, and agents (collectively "Galileo"), from and against
any and all claims, suits, liabilities, judgments, losses, damages, fines,
costs and expenses (including reasonable attorneys' fees and expenses)
resulting from any claim, suit or demand by any third party arising from
(I) infringement of any intellectual property or other proprietary right of
any third party arising from any act by the ObjectSpace or Personnel or
Galileo's exercise of the rights granted hereunder, (ii) injuries to or
deaths of persons or loss of or damage to tangible property caused by
ObjectSpace or Personnel; (iii) the negligence or willful misconduct of
ObjectSpace or Personnel; or iv) breach by ObjectSpace or Personnel of this
Agreement (including any representation or warranty made hereunder), all
except to the extent proximately caused by the negligence or intentional
misconduct of Galileo. ObjectSpace's obligations under this Section 12
shall survive the expiration or other termination of this Agreement.
Galileo agrees to provide ObjectSpace with written notice of any such third
party claim or suit and reasonable cooperation in the defense of any such
claim or suit. ObjectSpace shall have complete control over the defense and
settlement of any such claim or suit. In the event of a claim or suit
covered by Section 12(1) above, ObjectSpace may, at its option, and in
complete fulfillment of its obligations under this Section 12 either, at
the sole discretion of ObjectSpace, (a) secure by license or otherwise, the
right for Galileo to continue to use the allegedly infringing material, (b)
replace the allegedly infringing material with a non-infringing substitute
of substantially equivalent functionality or, (c) return any funds received
from Galileo that are directly related to the delivery of the allegedly
infringing material, such funds may be associated with one or more Task
Orders and may comprise all or part of the compensation associated with a
Task Order.
13. CONSEQUENTIAL DAMAGES AND LIMITATIONS ON DAMAGES
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EXHIBIT 10.1
EXCEPT FOR DAMAGES ASSOCIATED WITH CAUSES OF ACTION COVERED BY SECTION
12(i) ABOVE, NEITHER PARTY SHALL BE LIABLE FOR, AND EACH PARTY WAIVES AND
RELEASES ANY CLAIMS AGAINST THE OTHER PARTY FOR, ANY SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOST
PROFIT, OR LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE, RESULTING FROM
PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF
THIS AGREEMENT AND EXCEPT FOR CLAIMS AND CAUSES OF ACTION COVERED BY
SECTION 12(i) ABOVE, OBJECTSPACE'S TOTAL LIABILITY TO GALILEO FOR ANY CAUSE
OF ACTION BROUGHT BY GALILEO REALTED IN ANY RESPECT TO THIS AGREEMENT OR TO
THE SERVICES PERFORMED HEREUNDER OR THE SYSTEMS OR PRODUCTS DELIVERED
HEREBY SHALL NOT EXCEED THREE TIMES THE AMOUNTS RECEIVED BY OBJECTSPACE
FROM GALILEO FROM THE SERVICES PERFORMED BY OBJECTSPACE AS A RESULT OF THE
TASK ORDER ASSOCIATED WITH THE CAUSE OF ACTION OR THREE TIMES THE AMOUNTS
RECEIVED BY OBJECTSPACE IN THE TWELVE MONTHS PRECEDING THE FILING OF THE
CAUSE OF ACTION, WHICHEVER IS LESS.
14. UNAUTHORIZED PAYMENTS
A. In connection with any performance under this Agreement, ObjectSpace
shall at all times comply, and require all Personnel to comply, fully
with all of the terms and provisions of the Foreign Corrupt Practices
Act and any related or successor statute, regulation or governmental
directive regarding payments to foreign nationals or other persons or
entities.
B. In connection with any performance under this Agreement, ObjectSpace
shall not make, and shall prohibit all Personnel from making, any
payment or offer, promise or authorization of any payment, of any
money or other article of value, to any official, employee or
representative of any foreign government, or foreign business person
or entity doing or seeking to do business with Galileo, in order
either to obtain or to retain Galileo's business, or to direct
Galileo's business to a third party, or to influence any act or
decision of any government employee or representative, or of any
employee or representative of Galileo, to perform or to fail to
perform his or her duties, or to enlist the aid of any third party to
do any of the foregoing.
C. In connection with any performance under this Agreement, ObjectSpace
shall not solicit or receive any amount of cash or negotiable paper,
or any item, service or favor of value from any present or prospective
supplier, vendor or customer of Galileo, or from anyone else with whom
Galileo does business, including any governmental official or
representative, for or in connection with the obtaining or retaining
any business of or with Galileo. ObjectSpace shall refuse to accept
all such gifts and, if received, shall return such gifts to the donor.
In all such cases ObjectSpace shall notify Galileo promptly of such
gift or offer thereof. If Galileo deems it necessary, ObjectSpace
shall turn over such gifts to Galileo for further handling.
ObjectSpace shall require all Personnel to comply with the provisions
of this Section 14.
15. CONFIDENTIAL INFORMATION
Each of the parties is subject to the confidentiality obligations set forth
in the mutual Non-Disclosure Agreement, dated September 1998, attached
hereto as Exhibit C; and each party covenants to comply with its
obligations thereunder throughout the term of this Agreement.
16. PUBLICITY
Neither party shall refer to this Agreement or use the name of the other
party in any form of publicity or advertising, either directly or
indirectly, without the prior written consent of the other party. Neither
party may use any trade name, trademark, service mark or product name of
the other party, without first obtaining the other party's prior written
approval of such use.
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EXHIBIT 10.1
17. FORCE MAJEURE
Neither party shall be responsible for delays In or suspension of
performance caused by acts of God or governmental authority, strikes or
labor disputes, fires or other loss of manufacturing facilities, breach by
suppliers of supply agreements, or other similar or dissimilar causes
beyond the reasonable control of that party.
18. TERMINATION
A. If either party (the "Defaulting Party") fails to observe or perform
any of its material obligations under this Agreement and if its
failure continues for a period of ten (10) days after written notice
from the other party to the Defaulting Party thereof, then, without
prejudice to any other rights or remedies the other party may have,
the other party may terminate this Agreement without termination
liability upon written notice to the Defaulting Party. ObjectSpace
acknowledges and agrees that ObjectSpace shall be in material breach
of this Agreement in the event that ObjectSpace does not perform the
Services to Galileo's reasonable satisfaction.
B. Notwithstanding anything to the contrary in this Section 18, either
party may terminate this Agreement without termination liability
immediately upon written notice to the other party in the event of any
violation of the confidentiality provisions in Section 15 hereof, or,
in the case of Galileo, in the event of a breach by ObjectSpace of any
representation or warranty in Section 8 hereof.
C. All obligations of each party that have accrued before termination or
that are of a continuing nature shall survive termination.
D. In the event of any termination of this Agreement prior to the
expiration of the Term, ObjectSpace shall be entitled to receive the
compensation it is due through the effective date of termination but
shall not be entitled to any compensation after the effective date of
termination, unless otherwise agreed.
E. Notwithstanding anything to the contrary in this Agreement, Galileo
may, at its sole option, terminate any Task Order, or any portion
thereof, upon thirty (30) days' advance written notice. Upon receipt
of such notice, ObjectSpace shall advise Galileo of the extent to
which performance has been completed through such date, and collect
and deliver to Galileo whatever work product then exists in the manner
requested by Galileo. ObjectSpace shall be paid for all work performed
through the date of termination.
19. NON-WAIVER
No waiver by either party of any default or breach by the other party of
any provision of this Agreement shall be effective unless made in writing,
and no waiver shall operate as or be deemed a waiver of any subsequent
default or breach.
20. THIRD PARTY RIGHTS
Nothing contained in this Agreement shall or is intended to create or shall
be construed to create any right in or any duty or obligation to any third
party.
21. AMENDMENTS
This Agreement may be changed, modified, or amended from time to time only
by express written agreement of both parties executed by their authorized
representatives. To the extent any terms contained in a Task Order conflict
with the terms of this Agreement, the terms set forth in the Task Order
shall govern.
22. NOTICES
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EXHIBIT 10.1
Notices under the terms of this Agreement shall be in writing and sent by
prepaid certified mail, return receipt requested, or by telegram or
telecopier, to the addresses provided below:
Attn: Purchasing Manager Fax: +1 (303) 397-5666
Galileo International, L.L.C.
5350 S. Valentia Way
Englewood, CO 80111
ObjectSpace, Inc. Fax: +1 (972) ___ - ___
14850 Quorum Drive, Suite 500
Dallas, Texas 75240
Notices shall be effective on the first business day following receipt
thereof. Notices sent by certified mail shall be deemed received on the
date of delivery as indicated on the return receipt; notices sent by
telegram or telecopier shall be deemed received on the date transmitted.
23. ASSIGNMENT
Galileo may assign this Agreement to any Galileo owner, to any affiliate of
such Galileo owner, to any wholly owned subsidiary, or to any successor of
all or substantially all of its business or assets. This Agreement may not
be otherwise assigned in whole or in part, and any such assignment shall be
void and of no effect. ObjectSpace shall not assign or subcontract any part
of the Services to be performed under this Agreement without the prior
written consent of Galileo.
24. EQUAL OPPORTUNITY EMPLOYER
Galileo certifies that it complies with Executive Order 11246 as amended,
Section 503 of the Rehabilitation Act of 1973 as amended, and the Vietnam
Era Veterans Readjustment Assistance Act of 1974 as amended, (38 USC 4212),
and implementing regulations including the Equal Employment Opportunity
Clause and the Affirmative Action Clause which are hereby incorporated by
reference to the extent that Galileo is covered by those laws.
25. COMPLIANCE WITH LAWS
ObjectSpace agrees to comply with all applicable state, federal, and local
laws including, but not limited to, all applicable requirements of the
Federal Government, pertaining to non-discrimination in employment and
facilities, including without limitation, the provision contained in
Paragraphs 1 through 7 of Part II, Nondiscrimination in Employment by
Government Contractors and Subcontractors, of Executive Order 1124 (as
amended by Executive Order 11375), and Certification of Nonsegregated
Facilities (41 CRF, Chapter 1, Sections 1-12, 803.10) all of which
provisions are incorporated herein by reference and expressly made a part
hereof, ObjectSpace certifies that all articles delivered hereunder were
produced in conformance with the Fair Labor Standards Act.
26. GOVERNING LAW
This Agreement and any dispute arising under or in connection with this
Agreement, including any action in tort, shall be governed by the internal
laws of the State of Illinois of the United States of America, without
regard to its conflict of laws principles. All actions brought to enforce
or arising out of this Agreement shall be brought in federal or state
courts located within the County of Cook, State of Illinois, the parties
hereby consenting to personal jurisdiction and venue therein.
27. ENTIRETY OF AGREEMENT
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EXHIBIT 10.1
This Agreement supersedes all prior oral or written representations or
communications between the parties and, together with the Exhibits, the
Task Orders, and any Non-Disclosure Agreements between the parties,
constitutes the entire understanding of the parties regarding the subject
matter of this Agreement.
28. CONFLICT OF INTEREST WAIVER
ObjectSpace hereby waives any and all rights it may now have or hereafter
acquire to assert, as a basis for rescinding or voiding this Agreement or
in any other manner avoiding the performance of any obligation undertaken
in this Agreement, a claim or defense of conflict-of-interest, based on the
fact that: (I) one or more officers of Galileo serve as director(s) of
ObjectSpace; or (ii) Galileo owns a minority equity interest in
ObjectSpace.
IN WITNESS WHEREOF, the parties by their authorized representatives have
executed this Agreement on the dates provided below.
ObjectSpace, Inc. Galileo Intemational, L.L.C.
By: /s/ Kenneth J. Overton By: /s/ Lori M. Tobin
--------------------------- -----------------------------
Name: Kenneth J. Overton Name: Lori M. Tobin
Title: VP, Enterprise Solutions Title: Senior Manager, Purchasing
Date: September 13, 1999 Date: September 23, 1999
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EXHIBIT 10.1
EXHIBIT A
S P E C I M E N TASK ORDER
TASK ORDER # TO GALILEO CONTRACT NO. US995431-ET
NAME OF PROJECT:
This Task Order is entered into pursuant to the ObjectSpace Master
Services Agreement, dated as of August 6, 1999 ("Master Services Agreement"),
between ObjectSpace, Inc. and Galileo International, L.L.C. This Task Order
(and any attachments incorporate herein by reference) and the Master Services
Agreement constitute the entire agreement between Galileo and ObjectSpace
with respect to the Services described in this Task Order and supersede any
and all prior agreements, proposals, representations, statements, or
understandings, whether written or oral, concerning such Services or the
rights and obligations of the parties relating thereto. In the event of any
inconsistency between the terms of this Task Order (and attachments, if any)
and the Master Services Agreement, the terms of this Task Order shall prevail.
DESCRIPTION OF THE SERVICES TO BE PERFORMED:
PROJECT COMPLETION SCHEDULE:
DELIVERABLE&
OBJECTSPACE PERSONNEL ASSIGNED TO PROJECT:
NAME TITLE RATE OF COMPENSATION DURATION OF ASSIGNMENT
---- ----- -------------------- ----------------------
REPORTING REQUIREMENTS:
GALILEO PROJECT MANAGER:
OBJECTSPACE PROJECT MANAGER:
SOFTWARE TESTING AND ACCEPTANCE CRITERIA:
SOFTWARE LICENSE AND MAINTENANCE FEES:
COMPENSATION, BILLING SCHEDULE AND PAYMENT TERMS:
(include applicable milestones and completion incentives)
MAXIMUM REIMBURSABLE EXPENSES:
ADDITIONAL CONDITIONS:
OBJECTSPACE, INC. GALILEO INTERNATIONAL, L.L.C.
By: By:
Name: Name:
Title: Title:
Date: Date:
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EXHIBIT 10.1
EXHIBIT B
To Galileo Contract No. US995431-ET
PRECLUDED ENGAGEMENTS
Sabre
Amadeus
WorldSpan
Microsoft Products Corporation
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EXHIBIT 10.1
EXHIBIT C
GALILEO CONTRACT NO.37798
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (the "Agreement") is dated as of September 1,
1998 by and between ObjectSpace, Inc., a corporation organized under the
laws of the state of Texas and having a place of business at 14850 Quorum
Drive, Suite 500, Dallas, Texas 75240, U.S.A., and GALILEO INTERNATIONAL,
L.L.C. (collectively with its parent, subsidiaries or affiliates, "GI"), a
Delaware limited liability company whose principal place of business is
located at 9700 West Higgins Road, Rosemont, Illinois 60018 U.S.A.
WHEREAS, ObjectSpace and GI may exchange information regarding Galileo's
objectives and possible approaches for developing an object-based application
framework for accessing and providing travel information functions to Galileo's
business partners and internal developers (the "Subject Matter"); and
WHEREAS, in connection with the Subject Matter, each party may disclose
information to the other regarding, the disclosing party's products, Customers,
assets, plans, business, finances and technological developments and programs
which the disclosing party deems proprietary and confidential ("Proprietary
Information").
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto agree as follows:
1. One party hereto (the "Disclosing Party" or "DP") may disclose to the other
party hereto (the "Recipient") certain information regarding the Subject
Matter and Proprietary Information pursuant to this Agreement which the DP
deems proprietary and confidential and has marked "CONFIDENTIAL" or if
disclosed orally, is identified orally or in writing prior to the
disclosure as being confidential (the "Confidential Information"). The
parties hereto agree that for a period of three (3) years from the date of
disclosure, the Recipient shall use the same degree of care and discretion
as the Recipient employs with similar information of its own which it does
not desire to disclose, publish or disseminate to prevent.
(i) the disclosure of any Confidential Information; and
(ii) the disclosure of any information prepared by the Recipient
based on or derived from any Confidential Information (all such
information based on or derived from any Confidential
Information shall be deemed to be Confidential Information for
purposes of this Agreement).
2. The Recipient agrees that no Confidential Information shall be disclosed by
Recipient, except to the Recipient's partners, employees, officers or
directors who have a need-to-know such Confidential Information and who are
parties to a written agreement with the Recipient which prohibits the
disclosure of Confidential Information (each a "Permitted Person").
Recipient further agrees that Recipient and each Permitted Person shall
abide by GI's "Company Policy Against lnsider Trading" and that, subject to
Section 3 hereof, no Confidential Information shall be used by the
Recipient or any Permitted Person for its own benefit or for the benefit of
anyone other than the DP.
3. Notwithstanding anything to the contrary in this Agreement, the parties
hereto agree that Confidential Information shall not be deemed to include
any information which:
(i) is already known to the Recipient or a Permitted Person; or
(ii) is or becomes publicly known through no wrongful art of the
Recipient or a Permitted Person; or
(iii) is received from a third party without similar restriction and
without breach of this Agreement; or
(iv) is independently developed by the Recipient or a Permitted
Person; or
(v) is furnished to a third party by the DP without a similar
restriction and without breach of this Agreement; or
(vi) is approved for release by the prior written authorization of
the DP; or
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EXHIBIT 10.1
(vii) must be disclosed pursuant to law; provided that if Recipient
receives a subpoena, order, directive, or discovery request
pursuant to litigation, government inquiry, or otherwise
concerning any Confidential Information, Recipient shall
immediately notify DP and DP shall be Permitted, at DP's
expense, to interpose objections and defenses thereto before
such Confidential Information is disclosed or turned over such
Confidential Information until the first to occur of: (a) DP
declines, in writing, to so object or defend; or (b) DP's
objections or defenses are exhausted and a final, binding decree
ordering disclosure is rendered.
4. Nothing contained in this Agreement shall be construed as granting or
conferring any express of implied rights by license or otherwise, for any
software, documentation, trademark, service mark, trade name, patent, trade
secret, copyright, invention, discovery or improvement made, conceived or
acquired prior to or after the date of the Agreement, or any other
property, tangible or intangible.
5. Upon the written request of the DP, the Recipient and each Permitted Person
shall promptly return to the DP all Confidential Information (including any
and all copies thereof in whatever form), or an officer of Recipient shall
certify in writing to the DP that the Recipient and each Permitted Person
has destroyed all copies of all Confidential information.
6. The Recipient agrees that any breach of this Agreement will result in
irreparable harm to the DP for which damages would be an inadequate remedy
and, therefore, in addition to its rights and remedies otherwise available
at law, the DP shall be entitled to equitable relief including injunction,
in the event of such breach.
7. In no event shall the DP be liable to the Recipient or any Permitted Person
in any way related to a disclosure hereunder for actual damages or for lost
profits, lost savings or other consequential damages, even if the DP has
been advised of the possibility of such damages.
8. No agency, partnership, joint venture or other joint relationship is
created by this Agreement. Nothing in this Agreement shall prohibit either
party hereto from entering into the same or similar agreements with any
other party nor shall this Agreement require either party to provide
Confidential Information to the other.
9. Confidential Information may be exported outside the United States or
Puerto Rico only if such exportation complies with all applicable laws and
regulations and is otherwise permitted by this Agreement.
10. This Agreement shall be changed only by written agreement of the parties
hereto signed by an authorized representative of each such party. No waiver
by either party of any default or breach by the other party of any
provision of this Agreement shall be effective unless made in writing or
operate as or be deemed to be a waiver of any subsequent default or breach.
11. Neither may assign or otherwise transfer any of its rights or obligations
under this Agreement to any third party without prior written consent of
the other party, except that GI may assign this Agreement without
Recipient's consent to an affiliate, subsidiary or any successor in
business.
12. This Agreement shall be governed and controlled by and construed under the
laws of the State of Illinois of the United States of America, and any
actions brought hereunder or to enforce this Agreement, shall be brought in
state or federal courts located within the State of Illinois, each party
hereby agreeing to personal jurisdiction therein.
13. This Agreement supersedes all prior oral or written agreements or
communications between the parties hereto and constitutes the entire
agreement of the parties hereto regarding the subject matter of this
Agreement.
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
executed as of the date first above written.
OBJECTSPACE, INC. GALILEO INTERNATIONAL, L.L.C.
By: /s/ JOEL BAILEY By: /s/ MARY Z. SKAATES
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Name: Joel Bailey Name: Mary Z. Skaates
Title: Project Manager Title: Vice President, Technology
Date: 9/2/98 & Infrastructure
Date: Sept. 1, 1998
