<PAGE>
As filed with the Securities and Exchange Commission on October 6, 1999
Registration No. 333-87161
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
Under
the Securities Act of 1933
---------------
GETTHERE.COM, INC.
(Exact name of Registrant as specified in its charter)
---------------
<TABLE>
<S> <C> <C>
Delaware 7372 93-1184437
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
4045 Campbell Avenue
Menlo Park, California 94025
(650) 614-6300
(Address, including zip code, and telephone number, including area code, of
the Registrant's principal executive offices)
---------------
GADI MAIER
President and Chief Executive Officer
GetThere.com, Inc.
4045 Campbell Avenue
Menlo Park, California 94025
(650) 614-6300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
<TABLE>
<S> <C>
Scott C. Dettmer, Esq. Richard A. Fink, Esq.
Bennett L. Yee, Esq. Timothy R. Curry, Esq.
Jonathan J. Noble, Esq. Jonathan P. Shanberge, Esq.
Steven P. Chen, Esq. J. Omar Mahmud, Esq.
Robin J. Reilly, Esq. Patrick J. O'Loughlin, Esq.
Gunderson Dettmer Stough Brobeck, Phleger & Harrison LLP
Villeneuve Franklin & Hachigian, LLP Two Embarcadero Place
155 Constitution Drive 2200 Geng Road
Menlo Park, California 94025 Palo Alto, California 94303-0913
(650) 321-2400 (650) 424-0160
</TABLE>
---------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the specific date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
-----------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to such Section 8(a), may determine.
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<PAGE>
EXPLANATORY NOTE
This Amendment No. 1 to the Form S-1 Registration Statement is being filed
for the sole purpose of filing additional exhibits.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of common stock being registered. All amounts are estimates
except the SEC registration fee and the NASD filing fees.
<TABLE>
<S> <C>
SEC Registration fee............................................... $ 20,850
NASD fee........................................................... 8,000
Nasdaq National Market initial listing fee......................... 50,000
Printing and engraving............................................. *
Legal fees and expenses of the Company............................. *
Accounting fees and expenses....................................... *
Directors and Officers Liability Insurance......................... *
Blue sky fees and expenses......................................... 5,000
Transfer agent fees................................................ 15,000
Miscellaneous...................................................... *
--------
Total............................................................ $*
========
</TABLE>
-----------------------
*To be filed by amendment.
Item 14. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's board of directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933
(the "Act"). Article Six of the Registrant's Bylaws provides for mandatory
indemnification of its directors and officers and permissible indemnification
of employees and other agents to the maximum extent permitted by the Delaware
General Corporation Law. The Registrant's Amended and Restated Certificate of
Incorporation provides that, pursuant to Delaware law, its directors shall not
be liable for monetary damages for breach of the directors' fiduciary duty as
directors to the Registrant and its stockholders. This provision in the
Amended and Restated Certificate of Incorporation does not eliminate the
directors' fiduciary duty, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant has
entered into Indemnification Agreements with its officers and directors, a
form of which is attached as Exhibit 10.1 hereto and incorporated herein by
reference. The Indemnification Agreements provide the Registrant's officers
and directors with further indemnification to the maximum extent permitted by
the Delaware General Corporation Law. The Registrant maintains liability
insurance for its directors and officers. Reference is also made to Section 7
of the Underwriting Agreement contained in Exhibit 1.1 hereto, indemnifying
officers and directors of the Registrant against certain liabilities, and
Section 5.6 of the Amended and Restated Investor Rights Agreement contained in
Exhibit 4.1 hereto, indemnifying certain of the Company's stockholders,
including controlling stockholders, against certain liabilities.
II-1
<PAGE>
Item 15. Recent Sales of Unregistered Securities
Since August 1995 (inception), the Registrant has issued and sold the
following securities:
1. On August 7, 1995, the Registrant issued and sold an aggregate of
3,000,000 shares of our common stock to three founders of the Company for an
aggregate purchase price of $3,000.
2. On April 23, 1996, the Registrant issued and sold 3,529,516 shares of
series A preferred stock for an aggregate purchase price of $4,000,000 to a
group of investors under a stock purchase agreement. At a second closing on
June 4, 1996, the Registrant issued and sold 176,475 shares of series A
preferred stock for an aggregate purchase price of $199,999 to a group of
investors under a stock purchase agreement.
3. On April 23, 1996, the Registrant issued and sold 335,256 shares of
common stock to the Contrarian Group for an aggregate purchase price of
$33,526 (the value of services rendered).
4. On May 1, 1996, the Registrant issued a warrant to purchase 17,647 shares
of our series A preferred stock with an exercise price of $1.1333 per share to
Comdisco, Inc. in consideration for Comdisco's performance under a Master
Lease Agreement and Equipment Schedule dated April 2, 1996.
5. On April 15, 1997 the Registrant issued two warrants to purchase a total
of 30,120 shares of our series B preferred stock at an exercise price of
$1.133 per share to Imperial Bank in consideration for its performance under a
loan agreement.
6. On April 18, 1997, the Registrant issued and sold 3,914,448 shares of
series B preferred stock for an aggregate purchase price of $6,497,984 to a
group of nine investors under a stock purchase agreement. Each of the nine
investors was also granted a warrant to purchase series B preferred stock in
an amount totalling 10% of the number of shares it purchased in the series B
round at an exercise price of $1.66 per share. The total number of shares
available for purchase in these warrants is 391,445.
7. On February 20, 1998, the Registrant issued a warrant to purchase 28,916
shares of our series B preferred stock with an exercise price of $1.66 per
share to Phoenix Leasing, Inc. in consideration for its performance under a
loan agreement.
8. On February 23, 1998, the Registrant issued a warrant to purchase 54,216
shares of our series B preferred stock with an exercise price of $1.66 per
share to Comdisco, Inc. in consideration for its performance under several
lease agreements.
9. On May 14, 1998, the Registrant issued and sold 4,044,297 shares of our
series C preferred stock for an aggregate purchase price of $20,727,022 to one
investor under a stock purchase agreement. In addition, the Registrant granted
a right to that investor to have the Registrant issue it a warrant for 807,698
shares of series C preferred stock at an exercise price of $0.01 per share for
a purchase price of $4,139,452. At a subsequent closing on May 29, 1998, the
Registrant issued and sold an additional 66,578 shares of our series C
preferred stock for an aggregate purchase price of $341,212 to two investors
under a stock purchase agreement.
10. On June 7, 1999, the Registrant issued a warrant to purchase 16,407
shares of our series E preferred stock with an exercise price that will be
equal to the price of preferred equity securities sold to investors in our
next transaction. If the Registrant's next transaction did not close prior to
September 30, 1999, the exercise price would be $10.00 per share. The warrant
was issued to a real estate broker in consideration for the value of real
estate services rendered.
11. On June 29, 1999, the Registrant issued a warrant to purchase 19,500
shares of our series B preferred stock with an exercise price of 85% of the
purchase price of securities offered in the Registrant's next round of
financing or the price to the public in the Registrant's initial public
offering. If neither of these events occur prior to November 12, 1999, then
the exercise price shall be $5.125 per share. The warrant was issued to
Comdisco, Inc. in consideration for their performance under several lease
agreements.
II-2
<PAGE>
12. On July 15, 1999, the Registrant issued a convertible promissory note
with a principal amount of $1,650,000 to Eastern Air Lines. This note is
convertible at the option of the holder into shares of series E preferred
stock at a price of $12.50 per share.
13. On August 27, 1999 the Registrant issued and sold 500,000 shares of
series C preferred stock for an aggregate purchase price of $2,562,500 to one
investor under a stock admission agreement.
14. Also on August 27, 1999, the Registrant issued a contingent warrant to
purchase up to 1,650,000 shares of series C preferred stock with an exercise
price of $5.125 per share to Northwest Airlines.
15. On September 14, 1999, the Registrant issued and sold 1,375,423 shares
of our series C preferred stock to two investors for an aggregate purchase
price of $7,049,043 under stock purchase agreements.
16. On September 14, 1999, the Registrant issued and sold 5,041,076 shares
of our series E preferred stock and one share of series D3 preferred stock to
a group of six investors for an aggregate purchase price of $63,013,463 under
stock purchase agreements.
17. On September 14, the Registrant issued a warrant to purchase 1,136,821
shares of series C preferred stock with an exercise price of $11.20 per share
to Covia.
18. On September 14, 1999, the Registrant issued two warrants to purchase a
total of 1,460,046 shares of series E preferred stock to American Express. The
exercise price for these shares ranges from $21.00 to $31.00. In addition, the
Registrant issued a warrant to American Express to purchase a total of 375,000
common shares at a price of $16.50 per share.
19. On September 14, 1999, the Registrant issued a warrant to purchase
500,000 shares of series E preferred stock with an exercise price of $12.50
per share to America West Airlines.
20. On September 14, 1999, the Registrant issued a warrant to purchase
200,000 shares of series E preferred stock with an exercise price of $12.50
per share to Air Canada.
21. As of September 12, 1999, the Registrant had granted options to purchase
9,493,798 shares of common stock to employees, consultants and other service
providers of the Registrant under its 1996 Stock Plan, of which 3,814,600
shares have been exercised, assuming no exercise of stock options after July
31, 1999.
The sale of the above securities was deemed to be exempt from registration
under the Securities Act in reliance upon Section 4(2) of the Securities Act
or Regulation D promulgated thereunder, or Rule 701 promulgated under Section
3(b) of the Securities Act as transactions by an issuer not involving any
public offering or transactions under compensation benefit plans and contracts
relating to compensation as provided under Rule 701. The recipients of
securities in each transaction represented their intentions to acquire the
securities for investment only and not with a view to or for sale in
connection with any distribution and appropriate legends were affixed to the
share certificates issued in these transactions. All recipients had adequate
access, through their relationships with us, to information about us.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
1.1* Form of Underwriting Agreement.
2.1* Agreement and Plan of Reorganization.
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
3.1* Amended and Restated Certificate of Incorporation of the Registrant,
to be filed after reincorporation of the Registrant into the state of
Delaware.
3.2* Amended and Restated Certificate of Incorporation of the Registrant to
be filed immediately prior to the offering.
3.3 Current Articles of Incorporation of the Registrant's Predecessor
Entity.
3.4* Amended and Restated Bylaws of the Registrant.
4.1* Amended and Restated Investors' Rights Agreement.
4.2* Specimen Certificate of the Registrant's common stock.
5.1* Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP, counsel to the Registrant.
10.1** Form of Indemnification Agreement entered into between the Registrant
and its directors and officers.
10.2** 1996 Stock Incentive Plan (as amended and restated on February 16,
1999).
10.3** 1999 Stock Incentive Plan.
10.4** 1999 Directors' Stock Option Plan.
10.5** 1999 Employee Stock Purchase Plan.
10.6** Employment Agreement between Gadi Maier and the Registrant, dated
January 11, 1999.
10.7 Employment Agreement between Eric Sirkin and the Registrant, dated
November 16, 1998.
10.8** Employment Agreement between Kenneth R. Pelowski and the Registrant,
dated March 25, 1999.
10.9** Employment Agreement between Richard D.C. Whilden and the Registrant,
dated March 1, 1999.
10.10** Commercial Lease Agreement for facility at 445 Sherman Avenue, Palo
Alto, California.
10.11** Commercial Lease Agreements (as amended) for facilities at 451 Sherman
Avenue, Palo Alto, California.
10.12** Commercial Lease Agreement for facility at 453 Sherman Avenue, Palo
Alto, California.
10.13** Gross Lease and Amended Sublease for facility at 390 Cambridge Avenue,
Palo Alto, California.
10.14** Commercial Lease Agreement for facility at 4045 Campbell Avenue, Menlo
Park, California.
10.15** Commercial Lease Agreement for call center facility in Fort
Lauderdale, Florida.
10.16+ Services Agreement between United Airlines and the Registrant.
10.17+ Subscriber Services Agreement between Apollo Galileo USA Partnership
and the Registrant.
10.18+ Web Services and Travel Agreement between American Express and the
Registrant.
10.19* Amended and Restated Shareholders Agreement.
10.20* Standstill and Bring Along Agreement between American Express and the
Registrant.
10.21** Master Lease Agreement between Comdisco, Inc. and the Registrant.
10.22** Master Equipment Lease between Phoenix Leasing, Inc. and the
Registrant.
10.23** General Security Agreement between Imperial Bank, Inc. and the
Registrant.
10.24** Form of Warrant issued to Comdisco, Inc. by the Registrant.
10.25** Form of Warrant issued to Phoenix Leasing, Inc. by the Registrant.
10.26** Form of Warrant issued to Imperial Bank, Inc. by the Registrant.
10.27** Form of Warrant which may be issued to Covia LLC by the Registrant.
10.28* Form of Nonstatutory Stock Option Agreement issued to Covia by the
Registrant.
10.29* Form of Warrant issued to Covia by the Registrant.
10.30* Form of Warrant issued to Northwest Airlines by the Registrant.
10.31* Form of Warrant issued to America West Airlines by the Registrant.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.32* Form of Warrant issued to Air Canada by the Registrant.
10.33* Form of Warrant issued to American Express for 730,023 shares of
preferred stock by the Registrant.
10.34* Form of Warrant issued to American Express for another 730,023 shares
of preferred stock by the Registrant.
10.35* Form of Warrant issued to American Express for 375,000 shares of
common stock by the Registrant.
23.1** Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2* Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP, counsel to the Registrant. Reference is made to Exhibit 5.1.
24.1** Power of Attorney.
27.1** Financial Data Schedule dated January 31, 1998 and January 31, 1999 .
27.2** Financial Data Schedule dated January 31, 1997.
27.3** Financial Data Schedule dated July 31, 1998 and July 31, 1999.
</TABLE>
- ---------------------
* To be filed by amendment.
** Previously filed.
+ Confidential treatment requested as to certain portions of these exhibits.
(b) Financial Statement Schedule
Schedule II--Valuations and Qualifying accounts.
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the
financial statements or notes thereto.
Item 17. Undertakings
The Registrant hereby undertakes to provide to the Underwriters at the
closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the Delaware General Corporation Law, the Amended and Restated
Certificate of Incorporation or the Bylaws of the Registrant, Indemnification
Agreements entered into between the Registrant and its officers and directors,
the Underwriting Agreement, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered hereunder, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
The Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Amendment No. 1 to the Form S-1 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Menlo Park, State of California, on this 6th day of
October, 1999.
GETTHERE.COM, INC.
By: /s/ Gadi Maier
__________________________________
Gadi Maier
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<S> <C> <C>
/s/ Gadi Maier President, Chief Executive October 6, 1999
______________________________________ Officer and Director
Gadi Maier (Principal Executive
Officer)
/s/ Kenneth R. Pelowski Chief Operating Officer October 6, 1999
______________________________________ and Chief Financial
Kenneth R. Pelowski Officer (Principal
Financial and Accounting
Officer)
* Chief Technical Officer October 6, 1999
______________________________________ and Director
Daniel Whaley
* Chairman of the Board October 6, 1999
______________________________________
Richard D.C. Whilden
* Director October 6, 1999
______________________________________
Jeffrey D. Brody
* Director October 6, 1999
______________________________________
William R. Hambrecht
* Director October 6, 1999
______________________________________
John Ueberroth
* Director October 6, 1999
______________________________________
Dale J. Vogel
</TABLE>
*By: /s/ Gadi Maier
________________________________
Gadi Maier
*By: /s/ Kenneth R. Pelowski
________________________________
Kenneth R. Pelowski
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
1.1* Form of Underwriting Agreement.
2.1* Agreement and Plan of Reorganization.
3.1* Amended and Restated Certificate of Incorporation of the Registrant,
to be filed after reincorporation of the Registrant into the state of
Delaware.
3.2* Amended and Restated Certificate of Incorporation of the Registrant to
be filed immediately prior to the offering.
3.3 Current Articles of Incorporation of the Registrant's Predecessor
Entity.
3.4* Amended and Restated Bylaws of the Registrant.
4.1* Amended and Restated Investors' Rights Agreement.
4.2* Specimen Certificate of the Registrant's common stock.
5.1* Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP, counsel to the Registrant.
10.1** Form of Indemnification Agreement entered into between the Registrant
and its directors and officers.
10.2** 1996 Stock Incentive Plan (as amended and restated on February 16,
1999).
10.3** 1999 Stock Incentive Plan.
10.4** 1999 Directors' Stock Option Plan.
10.5** 1999 Employee Stock Purchase Plan.
10.6** Employment Agreement between Gadi Maier and the Registrant, dated
January 11, 1999.
10.7 Employment Agreement between Eric Sirkin and the Registrant, dated
November 16, 1998.
10.8** Employment Agreement between Kenneth R. Pelowski and the Registrant,
dated March 25, 1999.
10.9** Employment Agreement between Richard D.C. Whilden and the Registrant,
dated March 1, 1999.
10.10** Commercial Lease Agreement for facility at 445 Sherman Avenue, Palo
Alto, California.
10.11** Commercial Lease Agreements (as amended) for facilities at 451 Sherman
Avenue, Palo Alto, California.
10.12** Commercial Lease Agreement for facility at 453 Sherman Avenue, Palo
Alto, California.
10.13** Gross Lease and Amended Sublease for facility at 390 Cambridge Avenue,
Palo Alto, California.
10.14** Commercial Lease Agreement for facility at 4045 Campbell Avenue, Menlo
Park, California.
10.15** Commercial Lease Agreement for call center facility in Fort
Lauderdale, Florida.
10.16+ Services Agreement between United Airlines and the Registrant.
10.17+ Subscriber Services Agreement between Apollo Galileo USA Partnership
and the Registrant.
10.18+ Web Services and Travel Agreement between American Express and the
Registrant.
10.19* Amended and Restated Shareholders Agreement.
10.20* Standstill and Bring Along Agreement between American Express and the
Registrant.
10.21** Master Lease Agreement between Comdisco, Inc. and the Registrant.
10.22** Master Equipment Lease between Phoenix Leasing, Inc. and the
Registrant.
10.23** General Security Agreement between Imperial Bank, Inc. and the
Registrant.
10.24** Form of Warrant issued to Comdisco, Inc. by the Registrant.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.25** Form of Warrant issued to Phoenix Leasing, Inc. by the Registrant.
10.26** Form of Warrant issued to Imperial Bank, Inc. by the Registrant.
10.27** Form of Warrant which may be issued to Covia LLC by the Registrant.
10.28* Form of Nonstatutory Stock Option Agreement issued to Covia by the
Registrant.
10.29* Form of Warrant issued to Covia by the Registrant.
10.30* Form of Warrant issued to Northwest Airlines by the Registrant.
10.31* Form of Warrant issued to America West Airlines by the Registrant.
10.32* Form of Warrant issued to Air Canada by the Registrant.
10.33* Form of Warrant issued to American Express for 730,023 shares of
preferred stock by the Registrant.
10.34* Form of Warrant issued to American Express for another 730,023 shares
of preferred stock by the Registrant.
10.35* Form of Warrant issued to American Express for 375,000 shares of
common stock by the Registrant.
23.1** Consent of PricewaterhouseCoopers LLP, independent accountants.
23.2* Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP, counsel to the Registrant. Reference is made to Exhibit 5.1.
24.1** Power of Attorney.
27.1** Financial Data Schedule dated January 31, 1998 and January 31, 1999.
27.2** Financial Data Schedule dated January 31, 1997.
27.3** Financial Data Schedule dated July 31, 1998 and July 31, 1999.
</TABLE>
- ---------------------
* To be filed by amendment.
** Previously filed.
+ Confidential treatment requested as to certain portions of these exhibits.
<PAGE>
Exhibit 3.3
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
GETTHERE.COM
Matthew Ackerman and Kenneth Pelowski hereby certify that:
1. They are the duly elected and acting Vice President of Finance and
Operations and Secretary, respectively, of GetThere.com, a California
corporation (the "Corporation").
2. The Corporation's Articles of Incorporation are hereby amended and
restated to read as follows:
I
The name of the Corporation is GetThere.com.
II
The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business,
or the practice of a profession permitted to be incorporated by the California
Corporations Code.
III
A. This Corporation is authorized to issue two classes of
stock to be designated, respectively, "Common Stock" and "Preferred Stock."
The total number of shares which the Corporation is authorized to issue is
Seventy-Seven Million Eighty-Seven Thousand Nine Hundred Forty-Six
(77,087,946) shares, Fifty Million (50,000,000) shares of which shall be
Common Stock (the "Common Stock") and Twenty-Seven Million Eighty-Seven
Thousand Nine Hundred Forty-Six (27,087,946) shares of which shall be
Preferred Stock (the "Preferred Stock").
B. A description of the respective classes and series of stock
and a statement of the designations, preferences, voting powers, relative,
participating, optional or other special rights and privileges, and the
qualifications, limitations and restrictions of the Preferred Stock and Common
Stock are as follows:
1. Designation and Amount. The Preferred Stock
----------------------
authorized by this Amended and Restated Articles of Incorporation may be
issued from time to time in one or more series. The first series shall be
designated Series A Preferred Stock (the "Series A Preferred"), which series
shall consist of Four Million (4,000,000) shares, the second series shall be
designated Series B Preferred Stock (the "Series B Preferred"), which series
shall consist of Four Million Five Hundred Thousand (4,500,000) shares, the
third series shall be designated Series C Preferred Stock (the "Series C
Preferred"), which series shall consist of Eleven Million Two Hundred Thirty-
Six Thousand Eight Hundred Twenty-One (11,236,821) shares, the fourth series
shall be designated Series D1 Preferred Stock ("Series D1 Preferred"), which
series shall consist of One (1) share, the fifth series shall be designated
Series D2 Preferred Stock ("Series D2 Preferred"), which series shall
<PAGE>
consist of One (1) share, the sixth series shall be designated Series D3
Preferred Stock ("Series D3 Preferred"), which series shall consist of One (1)
share and the seventh series shall be designated Series E Preferred Stock (the
"Series E Preferred"), which series shall consist of Seven Million Three
Hundred Fifty-One Thousand One Hundred Twenty-Two (7,351,122) shares.
The Board of Directors of the Corporation (the "Board") is hereby
authorized to fix or alter the rights, preferences, privileges and restrictions
granted to or imposed upon additional series of Preferred Stock, and the number
of shares constituting any such series and the designation thereof, or any of
them. Subject to compliance with applicable protective voting rights which have
been or may be granted to Preferred Stock or series thereof in Certificates of
Determination or in these Amended and Restated Articles of Incorporation
("Protective Provisions"), but notwithstanding any other rights of any series
of Preferred Stock, the rights, privileges, preferences and restrictions of
any such additional series may be subordinate to, pari passu with (including,
without limitation, inclusion in provisions with respect to liquidation and
acquisition preferences, redemption and/or approval of matters by vote or
written consent), or senior to any of those of any present or future class or
series of Preferred Stock or Common Stock. Subject to compliance with
applicable Protective Provisions, the Board is also authorized to increase or
decrease the number of shares of any series (other than Series A Preferred,
Series B Preferred, Series C Preferred, Series D1 Preferred, Series D2
Preferred, Series D3 Preferred and Series E Preferred), prior or subsequent to
the issue of that series (but not below the number of shares of such series then
outstanding). In case the number of shares of any series shall be so decreased,
the shares constituting such decrease shall resume the status which they had
prior to the adoption of the resolution originally fixing the number of shares
of such series.
2. Dividends and Distributions.
---------------------------
(a) Subject to the rights of series of Preferred
Stock that may from time to time come into existence and the provisions for
adjustment hereinafter set forth, each holder of shares of Series A Preferred,
each holder of shares of Series B Preferred, each holder of shares of Series C
Preferred and each holder of Series E Preferred shall be entitled to receive,
when, as and if declared by the Board out of funds legally available for such
purpose, an annual cash dividend in the amount of $0.079331 per share of
Series A Preferred, $0.1162 per share of Series B Preferred, $0.35875 per
share of Series C Preferred and $0.875 per share of Series E Preferred (as
adjusted to reflect any stock split, stock dividend, combination,
recapitalization and the like (collectively, a "Recapitalization") with
respect to such series of Preferred Stock), prior and in preference to any
declaration or payment of any dividend (payable other than in Common Stock) on
the Common Stock, Series D1 Preferred, Series D2 Preferred or Series D3
Preferred of the Corporation. Such dividends shall not be cumulative, and no
right shall accrue to holders of such shares of Preferred Stock by reason of
the fact that dividends on such shares are not declared or paid in any year.
(b) Notwithstanding Section 2(a) hereof, the
Corporation may at any time, out of funds legally available therefor,
repurchase shares of Common Stock of the Corporation (i) issued to or held by
employees, directors or consultants of the Corporation or its subsidiaries
upon termination of their employment or services, pursuant to
2
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any agreement providing for such right of repurchase, or (ii) issued to or
held by any person subject to the Corporation's right of first refusal to
purchase such shares where the purchase is pursuant to the exercise of such
right of first refusal, in either case whether or not dividends on the
Preferred Stock shall have been declared and paid or funds set aside therefor.
The holders of Series A Preferred, Series B Preferred, Series C Preferred,
Series D1 Preferred, Series D2 Preferred, Series D3 Preferred and Series E
Preferred expressly waive their rights, if any, as described in California
Corporations Code Sections 502, 503 and 506 as they relate to the repurchase
of shares upon termination of employment or pursuant to a right of first
refusal.
3. Liquidation Rights. Subject to the rights of series of
------------------
Preferred Stock that may from time to time come into existence, in the event
of any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, distributions shall be made to the holders of Series
A Preferred, Series B Preferred, Series C Preferred, Series D1 Preferred,
Series D2 Preferred, Series D3 Preferred and Series E Preferred in respect of
such Series A Preferred, Series B Preferred, Series C Preferred, Series D1
Preferred, Series D2 Preferred, Series D3 Preferred and Series E Preferred
before any amount shall be paid to the holders of Common Stock in respect of
such Common Stock, in the following manner:
(a) Series A Preferred, Series B Preferred,
--------------------------------------
Series C Preferred, Series D1 Preferred, Series D2 Preferred, Series D3
- -----------------------------------------------------------------------
Preferred and Series E Preferred. The holders of the Series A Preferred,
- --------------------------------
Series B Preferred, Series C Preferred, Series D1 Preferred, Series D2
Preferred, Series D3 Preferred and Series E Preferred shall be entitled to be
paid out of the assets and surplus funds of the Corporation available for
distribution to shareholders of the Corporation, prior and in preference to
any distribution of any of the assets and surplus funds of the Corporation to
the holders of the Common Stock, an amount per share equal to (i) $1.1333 (the
"Original Series A Issue Price"), as adjusted for any Recapitalization, for
each outstanding share of Series A Preferred plus all declared and unpaid
dividends, if any, on such share, (ii) $1.66 (the "Original Series B Issue
Price"), as adjusted for any Recapitalization, for each outstanding share of
Series B Preferred plus all declared and unpaid dividends, if any, on such
share, (iii) $5.125 (the "Original Series C Issue Price"), as adjusted for any
Recapitalization, for each outstanding share of Series C Preferred plus all
declared and unpaid dividends, if any, on such share, (iv) $10.00 (the
"Original Series D1 Issue Price"), as adjusted for any Recapitalization, for
each outstanding share of Series D1 Preferred plus all declared and unpaid
dividends, if any, on such share, (v) $10.00 (the "Original Series D2 Issue
Price"), as adjusted for any Recapitalization, for each outstanding share of
Series D2 Preferred plus all declared and unpaid dividends, if any, on such
share, (vi) $12.50 (the "Original Series D3 Issue Price"), as adjusted for any
Recapitalization, for each outstanding share of Series D3 Preferred plus all
declared and unpaid dividends, if any, on such share and (vii) $12.50 (the
"Original Series E Issue Price"), as adjusted for any Recapitalization, for
each outstanding share of Series E Preferred plus all declared and unpaid
dividends, if any, on such share. If, upon the occurrence of a liquidation,
dissolution or winding up, the assets and funds thus distributed among the
holders of the Series A Preferred, Series B Preferred, Series C Preferred,
Series D1 Preferred, Series D2 Preferred, Series D3 Preferred and Series E
Preferred shall be insufficient to permit the payment to such holders of their
full aforesaid liquidation preferences, then the entire assets and funds of
the Corporation legally available for distribution to the holders of capital
stock shall be distributed ratably among the holders of the Series A
Preferred, Series B Preferred, Series C Preferred, Series D1 Preferred, Series
D2 Preferred, Series D3 Preferred and Series E
3
<PAGE>
Preferred in proportion to the full preferential amounts each such holder is
otherwise entitled to receive under this Section 3(a).
(b) Common Stock, Series A Preferred and Series B
---------------------------------------------
Preferred. If assets are remaining after payment of the full preferential
- ---------
amount with respect to the Series A Preferred, Series B Preferred, Series C
Preferred, Series D1 Preferred, Series D2 Preferred, Series D3 Preferred and
Series E Preferred and set forth in Section 3(a) above, then the holders of
the Series A Preferred, Series B Preferr ed and Common Stock shall be entitled
to share ratably in all such remaining assets and surplus funds in proportion
to the number of shares of Common Stock held by each such holder (treating all
shares of Series A Preferred and Series B Preferred as if converted into
Common Stock) until, with respect to the holders of the Series A Preferred and
Series B Preferred, such holders shall have received an aggregate of $4.5332
per share and $4.98 per share, respectively (including amounts paid
pursuant to Section 3(a) above); thereafter, subject to the rights of series
of Preferred Stock that may from time to time come into existence, if assets
or surplus funds remain in this Corporation, the holders of the Common Stock
of this Corporation shall receive all of the remaining assets or surplus funds
of this Corporation in proportion to the number of shares of Common Stock held
by each.
(c) Events Deemed a Liquidation. For purposes of
---------------------------
this Section 3, a liquidation, dissolution or winding up of the Corporation
shall be deemed to be occasioned by and to include (i) the consolidation or
merger of the Corporation with or into any other corporation, (ii) a transaction
in which outstanding shares of the Corporation are exchanged for securities or
other consideration issued, or caused to be issued, by an acquiring
corporation or its subsidiary (other than a transaction consummated for the so
le purpose of reincorporating the Corporation into another state), or (iii)
the sale by the Corporation of all or substantially all of its assets (or any
series of related transactions resulting in the sale or other transfer of all
or substantially all of its assets), unless, in each case, (A) the
------
shareholders of the Corporation immediately prior to any such transaction (or
series of related transactions) are holders of a majority of the voting equity
securities of the surviving or acquiring corporation immediately thereafter
and (B) each of the shareholders of the Corporation immediately prior to any
such transaction (or series of related transactions) holds the same pro rata
share of such majority of the voting equity securities of the surviving or
acquiring corporation as each hold of the Corporation immediately prior to
such transaction (or series of related transactions). For purposes of the
calculations in the previous sentence, equity securities which any stockholder
or the Corporation owned immediately prior to such transaction as a
stockholder of another party to the transaction shall be disregarded.
(d) Valuation of Securities and Property. In the
------------------------------------
event the Corporation proposes to distribute assets other than cash in
connection with any liquidation, dissolution or winding up of the Corporation
(or any other event deemed a liquidation, dissolution or winding up pursuant
to Section 3(c)), the value of the assets to be distributed to the holders of
shares of Series A Preferred, Series B Preferred, Series C Preferred, Series
D1 Preferred, Series D2 Preferred, Series D3 Preferred and Series E Preferred
shall be determined in good faith by the Board. Any securities not subject to
investment letter or similar restrictions on free marketability shall be
valued as follows:
4
<PAGE>
(i) If traded on a securities exchange or
through the Nasdaq National Market system, the value shall be deemed to the
average of the security's closing prices on such exchange or system over the
thirty (30) day period ending three (3) days prior to the distribution;
(ii) If actively traded over-the-counter, the
value shall be deemed to be the average of the closing bid prices over the
thirty (30) day period ending three (3) days prior to the distribution; and
(iii) If there is no active public market,
the value shall be the fair market value thereof as determined in good faith
by the Board.
The method of valuation of securities subject to investment letter or
other restrictions on free marketability shall be adjusted to make an
appropriate discount from the market value determined as above in clauses (i),
(ii) or (iii) to reflect the fair market value thereof as determined in good
faith by the Board. The holders of at least 50% of the outstanding Series A
Preferred, Series B Preferred, Series C Preferred or Series E Preferred shall
have the right to challenge any determination by the Board of fair market value
pursuant to this Section 3(d), in which case the determination of fair market
value shall be made by an independent appraiser selected jointly by the Board
and the challenging parties, the cost of such appraisal to be borne by the
Corporation.
(e) The Corporation shall give each holder of
record of Preferred Stock written notice of any impending liquidation,
dissolution or winding up of the Corporation (or any other event deemed a
liquidation, dissolution or winding up pursuant to Section 3(c)) not later
than twenty (20) days prior to the shareholders' meeting called to approve
such transaction, or twenty (20) days prior to the closing of such
transaction, whichever is earlier, and shall also notify such holders in
writing of the final approval of such transaction. The first of such notices
shall describe the material terms and conditions of the impending transaction
and the provisions of this paragraph III(B)(3), and the Corporation shall
thereafter give such holders prompt notice of any material changes to such
terms and conditions. Any such transaction shall in no event be consummated
sooner than twenty (20) days after the Corporation has given the first notice
provided for herein or sooner than ten (10) days after the Corporation has
given notice of any material changes provided for herein; provided, however,
that such periods may be shortened upon the written consent of the holders of
at least a majority of the voting power of all then outstanding shares of such
Preferred Stock which are entitled to such notice rights or similar notice
rights.
4. Redemption Rights. Subject to the rights of series
-----------------
of Preferred Stock that may from time to time come into existence, the holders
of Series A Preferred, Series B Preferred, Series C Preferred and Series E
Preferred, have redemption rights as follows:
(a) Holder's Redemption Rights.
--------------------------
(i) Upon the receipt by the Corporation of a
written request (a "Redemption Notice") at any time prior to sixty (60) days
before the sixth
5
<PAGE>
anniversary of April 23, 1996 (the "Original Issue Date") from the holders of
at least seventy percent (70%) of the then-outstanding shares of Series A
Preferred, Series B Preferred, Series C Preferred and Series E Preferred
(voting together as a single class) that all of such holders' shares of
Preferred Stock be redeemed, the Corporation shall redeem (unless prevented by
law) all of the shares of Series A Preferred, Series B Preferred, Series C
Preferred and Series E Preferred then held by each holder of Series A
Preferred, Series B Preferred, Series C Preferred and Series E Preferred (a
"Preferred Holder") in the manner and on the dates referenced in Section
4(a)(iii) below.
(ii) The price to be paid for each share of
Series A Preferred redeemed pursuant to this Section 4 shall be $1.1333 per
share (as adjusted for any Recapitalization) plus an amount equal to all
declared and unpaid dividends on such share (the "Series A Redemption Price").
The price to be paid for each share of Series B Preferred redeemed pursuant to
this Section 4 shall be $1.66 per share (as adjusted for any Recapitalization)
plus an amount equal to all declared and unpaid dividends on such share (the
"Series B Redemption Price"). The price to be paid for each share of Series C
Preferred redeemed pursuant to this Section 4 shall be $5.125 per share (as
adjusted for any Recapitalization) plus an amount equal to all declared and
unpaid dividends on such share (the "Series C Redemption Price"). The price to
be paid for each share of Series E Preferred redeemed pursuant to this Section
4 shall be $12.50 per share (as adjusted for any Recapitalization) plus an
amount equal to all declared and unpaid dividends on such share (the "Series E
Redemption Price").
(iii) Once the redemption rights of the
Preferred Holders under this Section 4(a) have been exercised in accordance
with the terms of Section 4(a)(i), then the Corporation shall redeem and each
Preferred Holder shall sell to the Corporation (A) 25% of the Series A
Preferred, Series B Preferred, Series C Preferred and/or Series E Preferred
held by the Preferred Holder on the sixth anniversary date of the Original
Issue Date; (B) 33 1/3% of the remaining Series A Preferred, Series B
Preferred, Series C Preferred and/or Series E Preferred held by the Preferred
Holder on the seventh anniversary date of the Original Issue Date; (C) 50% of
the remaining Series A Preferred, Series B Preferred, Series C Preferred
and/or Series E Preferred held by the Preferred Holder on the eighth
anniversary date of the Original Issue Date; and (D) 100% of the remaining
Series A Preferred, Series B Preferred, Series C Preferred and/or Series E
Preferred held by the Preferred Holder on the ninth anniversary date of the
Original Issue Date (each such anniversary date, a "Designated Redemption
Date"). From and after each Designated Redemption Date with respect to which
the redemption rights under this Section 4(a) have been exercised (unless
default shall be made by the Corporation in the payment of the Redemption
Price as herein provided, in which event such rights shall be or become
exercisable until such default is cured), all rights of the holders of the
Series A Preferred, Series B Preferred, Series C Preferred and Series E
Preferred to be redeemed on such Designated Redemption Date pursuant to this
Section 4(a) shall cease with respect to such shares except the right to
receive payment in full of the Redemption Price for such shares upon surrender
of certificates representing such shares and such shares shall not thereafter
be transferable on the books of the Corporation or be deemed outstanding for
any purpose. Shares of the Series A Preferred, Series B Preferred, Series C
Preferred and Series E Preferred redeemed by the Corporation pursuant to this
Section 4(a) shall be deemed retired and may not under any circumstances
thereafter be reissued or otherwise disposed of by the Corporation.
6
<PAGE>
(iv) At any time on or after any Designated
Redemption Date, the Preferred Holders shall be entitled to receive payment of
the Redemption Price therefore upon actual delivery to the Corporation or its
agents of the certificates representing the shares to be redeemed. If upon any
Designated Redemption Date the assets of the Corporation available for
redemption shall be insufficient to pay all Preferred Holders the full amounts
to which they shall be entitled pursuant to this Section 4(a), the Corporation
shall use those funds as it shall have legally available to redeem the maximum
possible number of shares of Series A Preferred, Series B Preferred, Series C
Preferred and Series E Preferred among the holders of such shares to be
redeemed in proportion to the full redemption amounts each such holder would
otherwise be entitled to receive under this Section 4(a), and the remainder of
the shares of the Series A Preferred, Series B Preferred, Series C Preferred
and Series E Preferred required to be redeemed shall remain outstanding and
entitled to the rights, preferences and privileges provided herein, and shall
be redeemed on the earliest practicable date next following the day on which
the Corporation shall first have funds legally available for the redemption of
such shares.
5. Conversion. Subject to the rights of series of
----------
Preferred Stock that may from time to time come into existence, the holders of
the Series A Preferred, Series B Preferred, Series C Preferred, Series D1
Preferred, Series D2 Preferred, Series D3 Preferred and Series E Preferred
have conversion rights as follows (the "Conversion Rights"):
(a) Right to Convert. Each share of Series A
----------------
Preferred, Series B Preferred,Series C Preferred, Series D1 Preferred, Series
D2 Preferred, Series D3 Preferred and Series E Preferred shall initially be
convertible, at the option of the holder thereof, at any time after the date
of issuance of such share, at the office of the Corporation or any transfer
agent for the Series A Preferred, Series B Preferred, Series C Preferred,
Series D1 Preferred, Series D2 Preferred, Series D3 Preferred or Series E
Preferred, into the number of fully paid and nonassessable shares of Common
Stock which results from dividing the Original Series A Issue Price, the
Original Series B Issue Price, the Original Series C Issue Price, the Original
Series D1 Issue Price, the Original Series D2 Issue Price, the Original Series
D3 Issue Price or the Original Series E Issue Price, as the case may be, by
the Conversion Price (determined as hereinafter provided) per share in effect
for such series of Preferred Stock at the time of conversion. The initial
Conversion Price per share of the Series A Preferred, Series B Preferred,
Series C Preferred, Series D1 Preferred, Series D2 Preferred, Series D3
Preferred and Series E Preferred shall be the Original Series A Issue Price,
the Original Series B Issue Price, the Original Series C Issue Price, the
Original Series D1 Issue Price, the Original Series D2 Issue Price, the
Original Series D3 Issue Price and the Original Series E Issue Price,
respectively; provided, however, that the Conversion Price per share of the
Series A Preferred, Series B Preferred, Series C Preferred, Series D1
Preferred, Series D2 Preferred, Series D3 Preferred and Series E Preferred
shall be subject to adjustment from time to time as provided in Section 5(d)
hereof. Upon conversion pursuant to this section or Section 5(b) hereof, all
declared and unpaid dividends on the Series A Preferred, Series B Preferred,
Series C Preferred, Series D1 Preferred, Series D2 Preferred, Series D3
Preferred and Series E Preferred shall be paid in cash, to the extent legally
permitted.
7
<PAGE>
(b) Automatic Conversion.
--------------------
(i) Each share of Series A Preferred, Series
B Preferred, Series C Preferred and Series E Preferred shall automatically be
converted into such number of fully paid and nonassessable shares of Common
Stock as is determined by dividing the Original Series A Issue Price, the
Original Series B Issue Price, the Original Series C Issue Price or the
Original Series E Issue Price, as the case may be, by the Conversion Price at
the time in effect for such series of Preferred Stock immediately upon the
earlier of (i) the Corporation's offer and sale of its securities in a firm
commitment underwritten public offering pursuant to an effective registration
statement on Form S-1 (or any successor to such form) under the Securities Act
of 1933, as amended, the public offering price of which is not less than $6.50
per share (as adjusted to reflect any Recapitalization) and the aggregate
gross proceeds to the Company of which are not less than $15,000,000, or (ii)
the date specified by written consent or agreement of the holders of at least
seventy-five percent (75%) of the then outstanding shares of Series A
Preferred, Series B Preferred, Series C Preferred and Series E Preferred,
voting together as a class and not as separate series and on an as-converted
basis.
(ii) Each share of Series D1 Preferred,
Series D2 Preferred and Series D3 Preferred shall automatically be converted
into such number of fully paid and nonassessable shares of Common Stock as is
determined by dividing the Original Series D1 Issue Price, the Original Series
D2 Issue Price or the Original Series D3 Issue Price, as the case may be, by
the Conversion Price at the time in effect for such series of Preferred Stock
immediately upon the occurrence, in the case of the Series D1 Preferred and
Series D2 Preferred, of a Section 12(e) Termination Event, as such term is
defined in Section 12(e) of that certain Amended and Restated Shareholders
Agreement by and among the Corporation and the shareholders who are parties
thereto dated as of the date when shares of Series C Preferred are first
issued by the Corporation (the "Amended and Restated Shareholders Agreement"),
and, in the case of the Series D3 Preferred, of a Section 4(e) Termination
Event, as such term is defined in the Standstill and Bring Along Agreement by
and among the Corporation and the shareholders who are parties thereto dated
as of the date when shares of Series E Preferred are first issued by the
Corporation. In addition, the Series D1 Preferred shall automatically be
converted into such number of fully paid and nonassessable shares of Common
Stock as is determined by dividing the Original Series D1 Issue Price by the
Conversion Price at the time in effect for such series of Preferred Stock
immediately upon the earlier of (A) the date that the holder thereof ceases to
hold at least 2,434,287 shares of Applicable Common Stock (as defined in
subsection 5(b)(iii) below), or (B) the date that the holder thereof transfers
the Series D1 Preferred, except to a Related Party of the holder (as defined
in subsection 5(b)(iii) below). In addition, the Series D2 Preferred shall
automatically be converted into such number of fully paid and nonassessable
shares of Common Stock as is determined by dividing the Original Series D2
Issue Price by the Conversion Price at the time in effect for such series of
Preferred Stock immediately upon the earlier of (A) the date that the holder
thereof ceases to hold at least 3,651,430 shares of Applicable Common Stock,
or (B) the date that the holder thereof transfers the Series D2 Preferred,
except to a Related Party of the holder. In addition, the Series D3 Preferred
shall automatically be converted into such number of fully paid and
nonassessable shares of Common Stock as is determined by dividing the Original
Series D3 Issue Price by the Conversion Price at the time in effect for such
series of Preferred Stock (the "D3 Conversion Shares") immediately upon the
earlier of (A) [Reserved] (B) the date that the holder thereof transfers the
Series D3
8
<PAGE>
Preferred, except to an AmEx Related Party of the holder (as defined in
subsection 5(b)(iii) below), (C) beginning with the first day of the second
financial quarter following the commencement of sales by American Express
pursuant to the Web Services and Travel Agreement between the Corporation and
American Express Travel Related Services Company, Inc. ("AmEx") (the
"Commercial Agreement"), on the last day of any subsequent three consecutive
financial quarters during which AmEx's sales of the Corporation's products and
services pursuant to the Commercial Agreement to the Global 950 (as defined in
the Commercial Agreement) total less than twenty five percent (25%) in such
three consecutive financial quarter periods of AmEx's total sales of on-line
products and services similar to those provided by the Reservation System (as
defined in the Commercial Agreement) to new accounts (i.e. accounts not
previously under contract with AmEx for the provision of on-line products and
services similar to those provided by the Reservation System) within the
Global 950, (D) eighteen (18) months following the closing of the
Corporation's offer and sale of its securities in a firm commitment
underwritten public offering, (E) the date of the consummation of a
Liquidation of the Corporation, as defined in Article III(B)(3)(c) above, and
(F) [Reserved] (provided, however, that notwithstanding any such conversion of
such Series D3 Preferred pursuant to this Article III.B.5(b)(ii), the director
elected by the holder of the Series D3 Preferred Stock shall continue to serve
as a director of the Corporation until his resignation, death or removal in
accordance with these Amended and Restated Articles of Incorporation). In
addition to Article III.B.5(b)(ii)(A) through (F), above, the Series D3
Preferred shall automatically be converted into the D3 Conversion Shares (i)
if and only if the Corporation consummates an initial public offering of its
securities on or before the later of (x) December 31, 1999, or (y) the
consummation of the next bona fide sale of securities of the Corporation to
investors in an arms-length transaction with gross aggregate proceeds to the
Corporation of at least $10,000,000 (in each case the "Pay to Play Date"), on
the date that the holder of the share of Series D3 Preferred Stock holds a
percentage of the Common Stock of the Company (calculated assuming (1) the
conversion of all then-outstanding Preferred Stock into Common Stock, (2) the
issuance of the number of shares of Common Stock issuable upon conversion of
the securities issuable upon exercise of outstanding warrants to purchase
securities of the Corporation held by the holder of the share of Series D3
Preferred Stock and (3) the issuance of all shares of Common Stock issuable
upon the exercise of all options vested as of such date exercisable for shares
of the Corporation's Common Stock) equal to less than the difference of (x)
the percentage of the Common Stock of the Company held by the holder of the
share of Series D3 Preferred Stock immediately after the consummation of the
Company's initial public offering (the "IPO") minus (y) 1.0% or (ii) if the
-----
Corporation does not consummate an initial public offering of its securities
on or before the Pay to Play Date, on the date that the holder of the share of
Series D3 Preferred Stock holds a percentage of the Common Stock of the
Company (calculated assuming (1) the conversion of all then-outstanding
Preferred Stock into Common Stock, (2) the issuance of the number of shares of
Common Stock issuable upon conversion of the securities issuable upon exercise
of outstanding warrants to purchase securities of the Corporation held by the
holder of the share of Series D3 Preferred Stock and (3) the issuance of all
shares of Common Stock issuable upon the exercise of all options vested as of
such date exercisable for shares of the Corporation's Common Stock) equal to
less than the difference of (x) the percentage of the Common Stock of the
Company held by the holder of on the AmEx Subsequent Closing Date (as defined
in that certain Preferred Stock and Warrant Purchase Agreement between the
Corporation and the Investors listed on Schedule A thereto,dated September 14,
----------
1999), minus (y) 1.0%.
-----
9
<PAGE>
(iii) For purposes of subsection 5(b)(ii)
above, "Applicable Common Stock" shall mean the shares of Common Stock held by
a shareholder or issuable to such shareholder upon conversion of Preferred
Stock held by such shareholder (on an as-converted basis and as adjusted for
any Recapitalization, and treating all outstanding warrants to purchase
Preferred Stock (or the Common Stock issuable upon conversion thereof) at a
per share exercise price of $0.01 or less held by such shareholder on an as-
exercised basis). For purposes of subsection 5(b)(ii) above, "Related Party"
shall mean (A) any corporation directly controlled by, controlling, or under
common control with (to the extent of more than fifty percent (50%) of its
issued capital stock entitled to vote for the election of directors) a
shareholder of the Corporation, or (ii) any partnership directly controlled
by, controlling, or under common control with (to the extent of more than
fifty percent (50%) of its voting power or otherwise having power to control
its general activities) a shareholder of the Corporation, but in each case
only for so long as such ownership or control shall continue. For purposes of
subsection 5(b)(ii) above, "AmEx Related Party" shall mean (A) any corporation
directly controlled by, controlling, or under common control with (to the
extent of more than fifty percent (50%) of its issued capital stock entitled
to vote for the election of directors) a shareholder of the Corporation, or
(ii) any partnership directly controlled by, controlling, or under common
control with (to the extent of more than fifty percent (50%) of its voting
power or otherwise having power to control its general activities) a
shareholder of the Corporation, but in each case only for so long as such
ownership or control shall continue.
(c) Mechanics of Conversion. Before any holder of
-----------------------
Preferred Stock shall be entitled to convert the same into shares of Common
Stock and to receive the certificate or certificates therefor, he or she shall
surrender the certificate or certificates therefor, duly endorsed, at the
office of the Corporation or of any transfer agent for the Preferred Stock and
shall give written notice to the Corporation at such office that he or she
elects to convert the same; provided, however, that in the event of an
automatic conversion pursuant to Section 5(b) hereof, the outstanding shares
of Preferred Stock shall be converted automatically without any further action
by the holders of such shares and whether or not the certificates representing
such shares are surrendered to the Corporation or its transfer agent; and
provided further that the Corporation shall not be obligated to issue
certificates evidencing the shares of Common Stock issuable upon such
automatic conversion unless and until the certificates evidencing such shares
of Preferred Stock are either delivered to the Corporation or its transfer
agent as provided above, or the holder notifies the Corporation or its
transfer agent that such certificates have been lost, stolen or destroyed and
executes an agreement satisfactory to the Corporation to indemnify the
Corporation from any loss incurred by it in connection with such certificates.
The Corporation shall, as soon as practicable after such delivery, or after
the execution and delivery of such agreement and indemnification, issue and
deliver at such office to such holder of Preferred Stock, a certificate or
certificates for the number of shares of Common Stock to which he or she shall
be entitled as aforesaid and a check payable to the holder in the amount of
any declared and unpaid dividends payable pursuant to Section 5(a) hereof, if
any. Such conversion shall be deemed to have been made immediately prior to
the close of business on the date of such surrender of the shares of Preferred
Stock to be converted, or, in the case of automatic conversion, immediately
prior to the occurrence of the event leading to such automatic conversion, and
the person or persons entitled to receive the shares of Common Stock issuable
upon such conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock on such date.
10
<PAGE>
(d) Conversion Price Adjustments of Preferred
-----------------------------------------
Stock for Certain Dilutive Issuances, Splits and Combinations.
- -------------------------------------------------------------
(i) The Conversion Price of the Series C
Preferred and Series E Preferred shall be subject to adjustment from time
to time as follows:
(A) If the Corporation shall issue,
after the applicable date upon which any shares of Series C Preferred or
Series E Preferred, respectively, were first issued (the "Purchase Date"), any
Additional Stock (as defined below) without consideration or for a
consideration per share less than the Conversion Price for such series in
effect immediately prior to the issuance of such Additional Stock, the
Conversion Price for such series in effect immediately prior to each such
issuance shall forthwith (except as otherwise provided in this clause (i)) be
adjusted to a price determined by multiplying such Conversion Price by a
fraction, the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such issuance (including shares of Common
Stock deemed to be issued pursuant to subsection 5(d)(i)(E)(1) or (2)) plus
the number of shares of Common Stock that the aggregate consideration received
by the Corporation for such issuance would purchase at such Conversion Price;
and the denominator of which shall be the number of shares of Common Stock
outstanding immediately prior to such issuance (including shares of Common
Stock deemed to be issued pursuant to subsection 5(d)(i)(E)(1) or (2)) plus
the number of shares of such Additional Stock issued by the Corporation.
(B) No adjustment of the Conversion
Price for the Series C Preferred or the Series E Preferred, as the case may
be, shall be made in an amount less than one cent per share, provided that any
adjustments that are not required to be made by reason of the foregoing shall
be carried forward and shall be either taken into account in any subsequent
adjustment made prior to three (3) years from the date of the event giving
rise to the adjustment being carried forward, or shall be made at the end of
three (3) years from the date of the event giving rise to the adjustment being
carried forward. Except to the limited extent provided for in subsections
5(d)(i)(E)(3) and 5(d)(i)(E)(4), no adjustment of such Conversion Price
pursuant to this subsection 5(d)(i) shall have the effect of increasing the
Conversion Price above the Conversion Price in effect immediately prior to
such adjustment. No adjustment of such Conversion Price shall have the effect
of increasing the Conversion Price above the Conversion Price in effect on the
Purchase Date.
(C) In the case of the issuance of
Common Stock for cash, the consideration received by the Corporation shall be
deemed to be the amount of cash paid therefor before deducting any reasonable
discounts, commissions or other expenses allowed, paid or incurred by the
Corporation for any underwriting or otherwise in connection with the issuance
and sale thereof.
(D) In the case of the issuance of the
Common Stock for a consideration in whole or in part other than cash, the
consideration received by the Corporation other than cash shall be deemed to
be the fair market value thereof as determined by the Board of Directors in
good faith, irrespective of any accounting treatment.
11
<PAGE>
(E) In the case of the issuance
(whether before, on or after the applicable Purchase Date) of options to
purchase or rights to subscribe for Common Stock, securities by their terms
convertible into or exchangeable for Common Stock or options to purchase or
rights to subscribe for such convertible or exchangeable securities, the
following provisions shall apply for all purposes of this subsection 5(d)(i)
and subsection 5(d)(ii):
(1) The aggregate maximum number
of shares of Common Stock deliverable upon exercise (assuming the satisfaction
of any conditions to exercisability, including without limitation, the passage
of time, but without taking into account potential antidilution adjustments)
of such options to purchase or rights to subscribe for Common Stock shall be
deemed to have been issued at the time such options or rights were issued and
for an aggregate consideration equal to the total consideration (determined in
the manner provided in subsections 5(d)(i)(C) and (d)(i)(D)), if any, received
by the Corporation upon the issuance of such options or rights plus the
minimum amount of additional consideration payable to the Corporation upon
exercise of such options or rights for the Common Stock covered thereby.
(2) The aggregate maximum number of
shares of Common Stock deliverable (i) upon conversion of, or in exchange for
(assuming the satisfaction of any conditions to convertibility or
exchangeability, including, without limitation, the passage of time, but
without taking into account potential antidilution adjustments), any such
convertible or exchangeable securities or (ii) upon the exercise of options to
purchase or rights to subscribe for such convertible or exchangeable
securities and subsequent conversion or exchange thereof, shall be deemed to
have been issued at (x) the time such securities or such options or rights
were issued and (y) for a consideration equal to the consideration, if any,
received by the Corporation for any such securities or such options or rights
(excluding any cash received on account of accrued interest or accrued
dividends), plus the minimum amount of additional consideration, if any, to be
received by the Corporation upon the conversion or exchange of such securities
or the exercise of any related such options or rights and the conversion or
exchange of the securities acquired upon exercise thereof (the consideration
in each case to be determined in the manner provided in subsections 5(d)(i)(C)
and 5(d)(i)(D)).
(3) In the event of any change in
the number of shares of Common Stock deliverable or in the consideration
payable to the Corporation upon exercise of such options or rights or upon
conversion of or in exchange for any convertible or exchangeable securities,
including, but not limited to, a change resulting from the antidilution
provisions thereof (unless such options or rights or convertible or
exchangeable securities were merely deemed to be included in the numerator and
denominator for purposes of determining the number of shares of Common Stock
outstanding for purposes of subsection 5(d)(i)(A)), the Conversion Price of
the Series C Preferred and Series E Preferred, to the extent in any way
affected by or computed using such options, rights or securities, shall be
recomputed to reflect such change, but no further adjustment shall be made for
the actual issuance of Common Stock or any payment of such consideration upon
the exercise of any such options or rights or the conversion or exchange of
such securities.
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<PAGE>
(4) Upon the expiration of any
such options or rights, the termination of any such rights to convert or
exchange or the expiration of any options or rights related to such
convertible or exchangeable securities, the Conversion Price of the Series C
Preferred and Series E Preferred, to the extent in any way affected by or
computed using such options, rights or securities or options or rights related
to such securities (unless such options or rights were merely deemed to be
included in the numerator and denominator for purposes of determining the
number of shares of Common Stock outstanding for purposes of subsection
5(d)(i)(A)), shall be recomputed to reflect the issuance of only the number of
shares of Common Stock (and convertible or exchangeable securities that remain
in effect) actually issued upon the exercise of such options or rights, upon
the conversion or exchange of such securities or upon the exercise of the
options or rights related to such securities.
(5) The number of shares of Common
Stock deemed issued and the consideration deemed paid therefor pursuant to
subsections 5(d)(i)(E)(1) and (2) shall be appropriately adjusted to reflect
any change, termination or expiration of the type described in either
subsection 5(d)(i)(E)(3) or (4).
(ii) "Additional Stock" shall mean any shares
of Common Stock issued (or deemed to have been issued pursuant to subsection
5(d)(i)(E)) by the Corporation after the Purchase Date, other than:
(A) any shares of Common Stock issuable
or issued pursuant to a transaction described in subsection 5(d)(iii)
hereof;
(B) any shares of Common Stock issuable
or issued to employees, consultants, directors, vendors or other service
providers of the Corporation directly or pursuant to a stock option plan or
restricted stock plan, in either case approved by the Board of Directors of
the Corporation;
(C) any shares of Common Stock issuable
or issued (I) in a firm commitment underwritten public offering before or in
connection with which all outstanding shares of Preferred Stock will be
converted to Common Stock or (II) upon exercise of warrants or rights granted
to underwriters in connection with such public offering;
(D) any shares of Common Stock issuable
or issued upon conversion of any shares of Series A Preferred, Series B
Preferred, Series C Preferred, Series D1 Preferred, Series D2 Preferred,
Series D3 Preferred or Series E Preferred, or as dividends or distributions on
any shares of Series A Preferred, Series B Preferred, Series C Preferred,
Series D1 Preferred, Series D2 Preferred, Series D3 Preferred or Series E
Preferred;
(E) up to 250,000 shares of Common
Stock issuable or issued upon exercise (and, if applicable, conversion) of
warrants issued to persons or entities with which the Corporation has business
relationships, including without limitation banks and equipment lessors,
provided such issuances are for other than primarily
13
<PAGE>
equity financing purposes and such issuances have been approved by the
Corporation's Board of Directors;
(F) any shares of Common Stock issued or
issuable upon exercise (and, if applicable, conversion) of (i) any warrants to
purchase Series C Preferred at a per share exercise price of $0.01 or less,
(ii) any options to purchase Series D1 Preferred or Series D2 Preferred or
(iii) any warrants to purchase Series E Preferred;
(iii) In the event the Corporation should at
any time or from time to time after the Purchase Date fix a record date for
the effectuation of a stock split, subdivision or reclassification of the
outstanding shares of Common Stock or the determination of holders of Common
Stock entitled to receive a dividend or other distribution payable in
additional shares of Common Stock or other securities or rights convertible
into, or entitling the holder thereof to receive directly or indirectly,
additional shares of Common Stock (hereinafter referred to as "Common Stock
Equivalents") without payment of any consideration by such holder for the
additional shares of Common Stock or the Common Stock Equivalents (including
the additional shares of Common Stock issuable upon conversion or exercise
thereof), then, as of such record date (or the date of such dividend
distribution, stock split, subdivision or reclassification if no record date
is fixed), the Conversion Price of the Series A Preferred, Series B Preferred,
Series C Preferred, Series D1 Preferred, Series D2 Preferred, Series D3
Preferred and Series E Preferred shall be appropriately decreased so that the
number of shares of Common Stock issuable on conversion of each share of such
series shall be increased in proportion to such increase of the aggregate
number of shares of Common Stock outstanding and those issuable with respect
to such Common Stock Equivalents, with the number of shares issuable with
respect to Common Stock Equivalents determined from time to time in the manner
provided for deemed issuances in subsection 5(d)(i)(E).
(iv) If the number of shares of Common Stock
outstanding at any time after the Purchase Date is decreased by a combination
of the outstanding shares of Common Stock, then, following the record date of
such combination, the Conversion Price for the Series A Preferred, Series B
Preferred, Series C Preferred, Series D1 Preferred, Series D2 Preferred,
Series D3 Preferred and Series E Preferred shall be appropriately increased so
that the number of shares of Common Stock issuable on conversion of each share
of such series shall be decreased in proportion to such decrease in
outstanding shares.
(v) In the case, at any time after the date
hereof, of any capital reorganization or any reclassification of the stock of
the Corporation (other than as a result of a stock dividend, stock split or
subdivision or combination of shares), or the consolidation or merger of the
Corporation with or into another entity (other than a consolidation or merger
(i) in which the Corporation is the continuing entity and which does not
result in any change in the percentage ownership of Common Stock or Common
Stock Equivalents held by the shareholders of the Corporation just prior to
such consolidation or merger, or (ii) which is treated as a liquidation
pursuant to Section 3(c)), or of the sale or other disposition of all or
substantially all the properties and assets of the Corporation (other than a
sale or other disposition which is treated as a liquidation pursuant to
Section 3(c)), the shares of the Series A Preferred, Series B Preferred,
Series C Preferred, Series D1 Preferred, Series D2 Preferred, Series D3
Preferred and Series E Preferred shall, after such reorganization,
reclassification,
14
<PAGE>
consolidation, merger, sale or other disposition, be convertible into the kind
and number of shares of stock or other securities or property of the
Corporation or otherwise to which such holder would have been entitled if,
immediately prior to such reorganization, reclassification, consolidation,
merger, sale or other disposition, it had converted its shares of the Series A
Preferred, Series B Preferred, Series C Preferred, Series D1 Preferred, Series
D2 Preferred, Series D3 Preferred and/or Series E Preferred into Common Stock.
The provisions of this subsection 5(d)(v) shall similarly apply to successive
reorganizations, reclassifications, consolidations, mergers, sales or other
dispositions for so long as this subsection 5(d)(v) remains in effect.
(e) Certificate as to Adjustments. Upon the
-----------------------------
occurrence of each adjustment or readjustment of the Conversion Price of the
Series A Preferred, Series B Preferred, Series C Preferred, Series D1
Preferred, Series D2 Preferred, Series D3 Preferred and Series E Preferred
pursuant to this Section 5, the Corporation at its expense shall promptly
compute such adjustment or readjustment in accordance with the terms hereof
and furnish to each holder of Series A Preferred, Series B Preferred, Series C
Preferred, Series D1 Preferred, Series D2 Preferred, Series D3 Preferred and
Series E Preferred a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or readjustment is
based. The Corporation shall, upon the written request at any time of any
holder of Series A Preferred, Series B Preferred, Series C Preferred, Series
D1 Preferred, Series D2 Preferred, Series D3 Preferred or Series E Preferred
furnish or cause to be furnished to such holder a like certificate setting
forth (i) such adjustments and readjustments, (ii) the Conversion Price of the
Series A Preferred, Series B Preferred, Series C Preferred, Series D1
Preferred, Series D2 Preferred, Series D3 Preferred or Series E Preferred at
the time in effect, and (iii) the number of shares of Common Stock and the
amount, if any, of other property which at the time would be received upon the
conversion of the Series A Preferred, Series B Preferred, Series C Preferred,
Series D1 Preferred, Series D2 Preferred, Series D3 Preferred or Series E
Preferred.
(f) Status of Converted Stock. In case any shares
-------------------------
of Series A Preferred, Series B Preferred, Series C Preferred, Series D1
Preferred, Series D2 Preferred, Series D3 Preferred or Series E Preferred
shall be converted pursuant to this Section 5, the shares so converted shall
be canceled, shall not be reissuable and shall cease to be a part of the
authorized capital stock of the Corporation.
(g) Fractional Shares. In lieu of any fractional
-----------------
shares to which the holder of Series A Preferred, Series B Preferred, Series C
Preferred, Series D1 Preferred, Series D2 Preferred, Series D3 Preferred or
Series E Preferred would otherwise be entitled upon conversion, the
Corporation shall pay to the holder cash equal to such fraction multiplied by
the fair market value of one share of Common Stock as determined by the Board.
The number of whole shares issuable to each holder upon such conversion shall
be determined on the basis of the number of shares of Common Stock issuable
upon conversion of the total number of shares of Series A Preferred, Series B
Preferred, Series C Preferred, Series D1 Preferred, Series D2 Preferred,
Series D3 Preferred and/or Series E Preferred held by such holder at the time
of conversion into Common Stock.
15
<PAGE>
(h) Miscellaneous.
-------------
(i) All calculations under this Section 5
shall be made to the nearest cent or to the nearest one hundredth (1/100) of a
share, as the case may be.
(ii) The holders of at least 50% of the
outstanding Series A Preferred, Series B Preferred, Series C Preferred or
Series E Preferred shall have the right to challenge any determination by the
Board of fair value pursuant to this Section 5, in which case such
determination of fair value shall be made by an independent appraiser selected
jointly by the Board and the challenging parties, the cost of such appraisal
to be borne by the Corporation.
(iii) No adjustment in the Conversion Prices
of the Series A Preferred, Series B Preferred, Series C Preferred, Series D1
Preferred, Series D2 Preferred, Series D3 Preferred and Series E Preferred
need be made if such adjustment would result in a change in such Conversion
Price of less than $0.01. Any adjustment of less than $0.01 which is not made
shall be carried forward and shall be made at the time of and together with
any subsequent adjustment which, on a cumulative basis, amounts to an
adjustment of $0.01 or more in such Conversion Price.
(i) No Impairment. The Corporation will not
-------------
through any reorganization, recapitalization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance of performance of any
of the terms to be observed or performed hereunder by the Corporation, but
will at all times in good faith assist in the carrying out of all the
provisions of this Section 5 and in the taking of all such action as may be
necessary or appropriate in order to protect the Conversion Rights of the
holders of Series A Preferred, Series B Preferred, Series C Preferred, Series
D1 Preferred, Series D2 Preferred, Series D3 Preferred or Series E Preferred
against impairment.
(j) Reservation of Stock Issuable Upon Conversion.
---------------------------------------------
The Corporation shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock, solely for the purpose of
effecting the conversion of the shares of Series A Preferred, Series B
Preferred, Series C Preferred, Series D1 Preferred, Series D2 Preferred, Series
D3 Preferred and Series E Preferred, such number of its shares of Common Stock
as shall from time to time be sufficient to effect the conversion of all
outstanding shares of Series A Preferred, Series B Preferred, Series C
Preferred, Series D1 Preferred, Series D2 Preferred, Series D3 Preferred and
Series E Preferred. If at any time the number of authorized but unissued shares
of Common Stock shall not be sufficient to effect the conversion of all then-
outstanding shares of Series A Preferred, Series B Preferred, Series C
Preferred, Series D1 Preferred, Series D2 Preferred, Series D3 Preferred and
Series E Preferred, the Corporation will take such corporate action as may, in
the opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purpose.
16
<PAGE>
6. Voting Rights.
-------------
(a) Subject to the rights of series of Preferred
Stock that may from time to time come into existence and except as otherwise
required by law or by these Articles of Incorporation, the holder of each
share of Common Stock issued and outstanding shall have one vote, and the
holder of each share of Series A Preferred, Series B Preferred, Series C
Preferred, Series D1 Preferred, Series D2 Preferred, Series D3 Preferred and
Series E Preferred issued and outstanding shall be entitled to the number of
votes equal to the number of shares of Common Stock into which such share of
Series A Preferred, Series B Preferred, Series C Preferred, Series D1
Preferred, Series D2 Preferred, Series D3 Preferred and Series E Preferred
could be converted at the record date for determination of the shareholders
entitled to vote on such matters, or, if no such record date is established,
at the date such vote is taken or any written consent of shareholders is
solicited, such votes to be counted together with all other shares of stock of
the Corporation having general voting power and not separately as a class.
Fractional votes by the holders of Series A Preferred, Series B Preferred,
Series C Preferred, Series D1 Preferred, Series D2 Preferred, Series D3
Preferred and Series E Preferred shall not, however, be permitted, and any
fractional voting rights shall (after aggregating all shares of Common Stock
into which shares of Series A Preferred, Series B Preferred, Series C
Preferred, Series D1 Preferred, Series D2 Preferred, Series D3 Preferred and
Series E Preferred held by each holder could be converted) be rounded to the
nearest whole number (with one-half being rounded downward).
(b) Notwithstanding the provisions of Section
6(a), and prior to the conversion of all outstanding shares of Series A
Preferred, Series B Preferred, Series C Preferred and Series E Preferred into
Common Stock pursuant to the provisions of Section 5, at each annual or
special meeting called for the purpose of electing directors, (i) for so long
as any shares of Series A Preferred remain outstanding, two (2) members of the
Board shall be elected by the holders of Series A Preferred, voting as a
separate class; (ii) for so long as any shares of Series B Preferred remain
outstanding, one (1) member of the Board shall be elected by the holders of
the Series B Preferred, voting as a separate class; (iii) one (1) member of
the Board shall be elected by the holders of the Common Stock, voting as a
separate class, provided that, in addition to such member to be elected by the
holders of the Common Stock, (A) if no shares of Series A Preferred remain
outstanding, then two (2) additional members of the Board shall be elected by
the holders of Common Stock, voting as a separate class, and (B) if no shares
of Series B Preferred Stock remain outstanding, then one (1) additional member
of the Board shall be elected by the holders of Common Stock, voting as a
separate class; (iv) two (2) members of the Board shall be elected by the
holders of the Common Stock and Preferred Stock, voting together as a single
class; (v) if and for so long as a share of Series D1 Preferred remains
outstanding, one (1) member of the Board shall be elected by the holder of the
Series D1 Preferred, provided that if no share of Series D1 Preferred remains
outstanding, then one (1) member of the Board shall be elected by the vote of
the holders of the Common Stock, Series A Preferred and Series B Preferred,
voting together as a single class; (vi) if and for so long as a share of
Series D2 Preferred remains outstanding, one (1) member of the Board shall be
elected by the holder of the Series D2 Preferred; (vii) for so long as a share
of Series D3 Preferred remains outstanding, one (1) member of the Board shall
be elected by the holder of the Series D3 Preferred (and from September 14,
1999 until such date when the designee of the holder of the Series D3
Preferred shall fill a seat on the Board or such date when all shares of
Series D3
17
<PAGE>
Preferred are converted into Common Stock, there shall be a vacancy
maintained on the Board, which vacancy shall be reserved for the Board
designee of the holder of the Series D3 Preferred); (viii) from the period
when the shares of Series D1 Preferred and Series D2 Preferred become
outstanding until the earlier of such later date when such shares are
converted into Common Stock or when the designees of the holder of the Series
D1 Preferred and Series D2 Preferred shall fill seats on the Board, there
shall be two (2) vacancies maintained on the Board, which vacancies shall be
reserved for the Board designees of the holder of the Series D1 Preferred and
the Series D2 Preferred; and (ix) the remaining members of the Board, if any,
shall be elected by the holders of the Common Stock and Preferred Stock,
voting together as a single class. Following the conversion of all outstanding
shares of Series A Preferred, Series B Preferred, Series C Preferred and
Series E Preferred into Common Stock pursuant to the provisions of Section 5
hereof, at each annual or special meeting called for the purpose of electing
directors, (i) if and for so long as a share of Series D1 Preferred remains
outstanding, one (1) member of the Board shall be elected by the holder of the
Series D1 Preferred; (ii) if and for so long as a share of Series D2 Preferred
remains outstanding, one (1) member of the Board shall be elected by the
holder of the Series D2 Preferred; (iii) if and for so long as a share of
Series D3 Preferred remains outstanding, one (1) member of the Board shall be
elected by the holder of Series D3 Preferred; and (iv) the remaining members
of the Board, if any, shall be elected by the holders of the Common Stock,
voting as a single and separate class. In the case of any vacancy in the
office of a director elected by a specified group of shareholders, a successor
shall be elected to hold office for the unexpired term of such director by the
affirmative vote of the shares of such specified group given at a special
meeting of such shareholders duly called or by an action by written consent
for that purpose, and any such vacancy thereby created, may be filled by the
vote of the holders at such meeting or in such consent. In addition, in the
case of any vacancy in the office of a director to be elected by the holder of
the Series D3 Preferred, when such holder of the Series D3 Preferred
designates an individual to fill such director vacancy, as soon as practical
after the designation, the Board shall appoint such designee to fill the
vacancy. In addition, in the case of any vacancy in the office of a director
to be elected by the holder of the Series D1 Preferred or Series D2 Preferred,
when such holder of the Series D1 Preferred or Series D2 Preferred designates
individuals to fill such director vacancies, as soon as practical after such
designation, the Board shall appoint such designee or designees to fill the
applicable vacancy or vacancies. In the event of the automatic conversion of
the Series D1, Series D2 or Series D3 Preferred into Common Stock pursuant to
Section 5(b)(ii), the director(s) serving as director(s) appointed by such
converted Series D1, Series D2 or Series D3 Preferred shall immediately
thereafter be treated as directors elected pursuant to Section 6(b)(ix) above
by the holders of Common Stock and Preferred Stock, voting as a single class.
7. Notices of Record Date. In the event of any taking
----------------------
by the Corporation of a record of the holders of any class of securities for
the purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class
or any other securities or property, or to receive any other right, the
Corporation shall mail to each holder of Preferred Stock, at least twenty (20)
days prior to the date specified therein, a notice specifying the date on
which any such record is to be taken from the purpose of such dividend,
distribution or right, and the amount and character of such dividend,
distribution or right.
18
<PAGE>
8. Notices. Any notice required by the provisions of
-------
these Articles to be given to the holders of Preferred Stock shall be
deemed given when deposited in the United States mail, postage prepaid, and
addressed to each holder of record at his or her address appearing on the
books of this Corporation.
9. Protective Provisions.
---------------------
(a) Subject to the rights of series of Preferred
Stock that may from time to time come into existence, so long as any shares of
Series A Preferred are outstanding, the Corporation shall not, without first
obtaining the approval of the holders of a majority of the then-outstanding
shares of such Series A Preferred, voting as a separate series, take any
action (including amendment of the Articles of Incorporation or Bylaws) that
adversely affects the rights, preferences, privileges or limitations of the
Series A Preferred;
(b) Subject to the rights of series of Preferred
Stock that may from time to time come into existence, so long as any shares of
Series B Preferred are outstanding, the Corporation shall not, without first
obtaining the approval of the holders of a majority of the then-outstanding
shares of such Series B Preferred, voting as a separate series, take any
action (including amendment of the Articles of Incorporation or Bylaws) that
adversely affects the rights, preferences, privileges or limitations of the
Series B Preferred;
(c) Subject to the rights of series of Preferred
Stock that may from time to time come into existence, if and for so long as a
share of Series D1 Preferred remains outstanding, the Corporation shall not,
without first obtaining the approval of the holder of the Series D1 Preferred,
take any action (including amendment of the Articles of Incorporation or
Bylaws) that adversely affects the rights, preferences, privileges or
limitations of the Series D1 Preferred or that increases the authorized number
of shares of Series D1 Preferred;
(d) Subject to the rights of series of Preferred
Stock that may from time to time come into existence, if and for so long as a
share of Series D2 Preferred remains outstanding, the Corporation shall not,
without first obtaining the approval of the holder of the Series D2 Preferred,
take any action (including amendment of the Articles of Incorporation or
Bylaws) that adversely affects the rights, preferences, privileges or
limitations of the Series D2 Preferred or that increases the authorized number
of shares of Series D2 Preferred;
(e) Subject to the rights of series of Preferred
Stock that may from time to time come into existence, if and for so long as a
share of Series D3 Preferred remains outstanding, the Corporation shall not,
without first obtaining the approval of the holder of the Series D3 Preferred,
take any action (including amendment of the Articles of Incorporation or
Bylaws) that adversely affects the rights, preferences, privileges or
limitations of the Series D3 Preferred or that increases the authorized number
of shares of Series D3 Preferred;
(f) Subject to the rights of series of Preferred
Stock that may from time to time come into existence, so long as any shares of
Series C Preferred are
19
<PAGE>
outstanding, the Corporation shall not, without first obtaining the approval of
the holders of a majority of the then outstanding shares of such Series C
Preferred take any action (including amendment of the Articles of Incorporation
or Bylaws) that:
(i) changes the rights, preferences,
privileges or limitations of the Series C Preferred;
(ii) creates any new class or series of
shares that has a preference over the Series C Preferred with respect to
voting, dividends, redemption, conversion or liquidation preferences;
(iii) reclassifies any shares of capital
stock of the Corporation into shares having a preference over the Series C
Preferred with respect to voting, dividends, redemption, conversion or
liquidation preferences;
(iv) authorizes any dividend or other
distribution with respect to Common Stock (other than a dividend payable
in Common Stock or as authorized by Section 2(b));
(v) increases or decreases the authorized
number of shares of Series A Preferred, Series B Preferred, Series C or
Series E Preferred;
(vi) permits the sale of shares held by the
Corporation in a subsidiary of the Corporation; or
(vii) results in the repurchase of shares of
the Corporation's Common Stock or Preferred Stock in any twelve (12) month
period for an aggregate amount in excess of $25,000, exclusive of repurchases
from directors, employees, consultants or other service providers of the
Corporation pursuant to the terms of their stock purchase or stock restriction
agreements.
(g) Subject to the rights of series of Preferred
Stock that may from time to time come into existence, so long as any shares of
Series E Preferred are outstanding, the Corporation shall not, without first
obtaining the approval of the holders of 66 2/3% of the then outstanding
shares of such Series E Preferred take any action (including amendment of the
Articles of Incorporation or Bylaws) that:
(i) changes the rights, preferences,
privileges or limitations of the Series E Preferred;
(ii) creates any new class or series of
shares that has a preference over the Series E Preferred with respect to
voting, dividends, redemption, conversion or liquidation preferences;
(iii) reclassifies any shares of capital
stock of the Corporation into shares having a preference over the Series E
Preferred with respect to voting, dividends, redemption, conversion or
liquidation preferences;
20
<PAGE>
(iv) authorizes any dividend or other
distribution with respect to Common Stock (other than a dividend payable
in Common Stock or as authorized by Section 2(b));
(v) increases or decreases the authorized
number of shares of Series A Preferred, Series B Preferred, Series C
Preferred or Series E Preferred;
(vi) permits the sale of shares held by the
Corporation in a subsidiary of the Corporation; or
(vii) results in the repurchase of shares of
the Corporation's Common Stock or Preferred Stock in any twelve (12) month
period for an aggregate amount in excess of $25,000, exclusive of repurchases
from directors, employees, consultants or other service providers of the
Corporation pursuant to the terms of their stock purchase or stock restriction
agreements.
IV
A. The liability of the directors of the Corporation for
monetary damages shall be eliminated to the fullest extent permissible under
California law.
B. The Corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the California Corporations Code) through
bylaw provisions, agreements with the agents, vote of shareholders or
disinterested directors, or otherwise, in excess of the indemnification
otherwise permitted by Section 317 of the California Corporations Code,
subject only to the limits set forth in Section 204 of the California
Corporations Code with respect to actions for breach of duty to the
Corporation or its shareholders. The Corporation is further authorized to
provide insurance for agents as set forth in Section 317 of the California
Corporations Code, provided that, in cases where the Corporation owns all or a
portion of the shares of the company issuing the insurance policy, the company
and/or the policy must meet one of the two sets of conditions set forth in
Section 317, as amended.
C. Any repeal or modification of the foregoing provisions of
this Article IV by the shareholders of this Corporation shall not adversely
affect any right or protection of an agent of this Corporation existing at the
time of such repeal or modification.
* * *
1. The foregoing amendment and restatement of the
Articles of Incorporation has been duly approved by the Board of the
Corporation.
2. The foregoing amendment and restatement of the
Articles of Incorporation has been duly approved by the holders of the
requisite number of shares of the Corporation in accordance with the
Corporation's Articles of Incorporation and Sections 902 and 903 of the
California Corporations Code. The total number of outstanding shares of each
class entitled to vote with respect to the foregoing amendment was 7,754,148
shares of Common Stock, 3,705,991 shares of Series A Preferred, 3,914,448
shares of Series B Preferred and 4,610,875 shares of Series C Preferred. No
shares of Series D1 Preferred or Series D2 Preferred
21
<PAGE>
were outstanding. The number of shares voting in favor of the amendment and
restatement equaled or exceeded the vote required, such required vote being a
majority of the outstanding shares of Common Stock, a majority of the
outstanding shares of Series A Preferred, a majority of the outstanding shares
of Series B Preferred and a majority of the outstanding shares of Series C
Preferred.
22
<PAGE>
We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct and of our own knowledge.
Executed at Palo Alto, California, on September ___, 1999.
/s/ Matthew Ackerman
-------------------------------------------
Matthew Ackerman, Vice President of Finance
and Operations
/s/ Ken Pelowski
-------------------------------------------
Ken Pelowski, Secretary
<PAGE>
Exhibit 10.7
November 16, 1998
Eric R. Sirkin
4142 Hubbartt Drive
Palo Alto, CA 94306
Dear Eric,
On behalf of Internet Travel Network Corporation, I am very pleased to offer you
the position of Vice President of Engineering, reporting to me.
Your bi-weekly salary will be $6346.15, subject to all applicable deductions and
withholding payable in accordance with the Company's standard payroll policies.
If annualized, this amount equals $165,000.
Subject to the approval of the Company's Board of Directors, you will be granted
an option to purchase 450,000 shares of the Company's Common Stock, at an
exercise price equal to the fair market value of the Common Stock on the date
the Board grants your stock option. Your option will be subject to all of the
terms, conditions and restrictions of the Company's 1996 Stock Option Plan and
the execution of a stock option agreement pursuant to such plan. Vesting
pursuant to the option granted in this offer letter will accelerate fully upon a
Change of Control (as defined in the Company's Stock Plan); provided however,
that if the Company and an acquiring entity agree that the transaction
constituting the Change in Control is to be treated as a "pooling of interests"
for financial reporting purposes, then the acceleration of vesting set forth in
this offer letter shall not occur to the extent that the Company's Board of
Directors determines, in good faith, that acceleration of vesting on your shares
would preclude the use of "pooling of interests" accounting treatment. [This
condition to vesting shall terminate and have no force or effect on the date
that is 6 months after you commence employment if a Change of Control has not
occurred by that date.]
As a regular, full time employee of Internet Travel Network, you will be
provided with the Company benefit package. The Company's existing plans for
group life, health and accident insurance may change from time to time.
This offer of employment is contingent upon successful completion of a requisite
background check, and upon you completing, signing, and returning to us, this
offer letter and the Employee Proprietary Information and Inventions Agreement.
In addition, by accepting these terms of employment, you represent that you have
not brought and will not bring with you to the Company, or utilize in the course
of your employment by the Company, any confidential or proprietary information
or materials of any prior employer.
For purposes of federal immigration law (Immigration Reform and Control Act of
1986) you are required to provide documentary evidence of your eligibility for
employment in the United States. Please bring the appropriate documentation, as
listed on the enclosed I-9 Form, with you on the day you begin your employment
with Internet Travel Network.
<PAGE>
Your employment with Internet Travel Network is "at will" and may be terminated
by either the employee or the Company at any time, for any reason, with or
without cause. Nothing in this offer is to be construed as a contract of
employment for any specific length of time.
If Internet Travel Network terminates your employment "Without Cause" then ITN
will pay you the following as severance: 4 months salary calculated upon a
$165,000 salary base. All benefits and future stock and option vesting would
terminate as of the date of termination of your employment. You would, of
course, be paid your salary through your date of termination and for the value
of all unused vacation earned through that date, and allowed to continue your
medical coverage to the extent provided for by COBRA, but you would not be
entitled to any additional payments or benefits except as set forth herein.
If you were to resign or your employment were to be terminated for "Cause", then
you would be paid all salary and benefits through the date of termination of
your employment, but nothing else. A termination for "Cause" shall mean a
termination for any of the following reasons: (i) your failure to perform the
duties of your position after receipt of a written warning; (ii) engaging in
misconduct; (iii) being convicted of a crime; (iv) committing an act of fraud
against, or the misappropriation of property belonging to the Company or any of
its employees; or (v) a material breach of any confidentiality or proprietary
information agreement between you and the Company. ITN will provide written
notice of the reason for termination in the case of any termination for "Cause."
A termination for any other reason shall be a termination "Without Cause."
Finally, by accepting this offer, you agree to be bound by an agreement to
arbitrate set forth in this paragraph, which means that if a dispute arises
between you and the Company during your employment or after, the dispute would
be resolved by a neutral arbitrator, rather than through a lawsuit. The neutral
arbitrator will be selected and the arbitration conducted pursuant to the
Employment Dispute Resolution rules of the American Arbitration Association
(AAA). This paragraph covers all disputes arising from your employment,
including (1) claims for wages, benefits or compensation, (2) all tort and
contract claims of any kind, including disputes concerning this paragraph, and
(3) claims based on any federal or state law, including discrimination,
harassment or retaliation. The only claims not covered by this paragraph are
worker's compensation and unemployment compensation claims. In addition, this
paragraph does not preclude the Company from enforcing in court its rights under
the Employee Proprietary Information and Inventions Agreement or any other
agreement concerning intellectual property, proprietary or confidential
information or inventions and any laws concerning these subjects. Except as
provided in the previous two sentences, arbitration is the exclusive remedy for
all disputes covered by this paragraph, including whether a particular dispute
is covered by this paragraph, and is binding on both parties, which means that
BOTH YOU AND THE COMPANY WAIVE ANY RIGHT TO A JURY TRIAL. If you would like to
review a copy of the AAA Employment Dispute Resolution rules, please contact
Denise Young-Smith, Director of Human Resources, at (650) 614-6338.
Eric, we are pleased to welcome you to Internet Travel Network. We believe this
position is an excellent opportunity and we are confident in your ability to
make a significant contribution to ITN's successful future. As a key member of
my staff, you'll be actively involved in the
<PAGE>
continued growth and development of the organization, and you'll be considered a
key leader and contributor. I am looking forward to working with you.
Please indicate your acceptance of our offer by signing below and returning this
letter to me, no later than November 20, 1998.
Very truly yours,
Richard D.C. Whilden
Chief Executive Officer
INTERNET TRAVEL NETWORK
<PAGE>
cc: Human Resources File
I accept Internet Travel Network's offer or employment and agree to the terms in
this letter. I acknowledge that except for the Employee Proprietary Information
and Inventions Agreement attached to the letter, this letter is the entire
agreement related to my employment with Internet Travel Network and supersedes
all prior or contemporaneous oral or written communication and representations.
I accept this offer voluntarily and not in reliance on any promises other than
those contained in this letter.
/s/ Eric R. Sirkin /s/ Eric R. Sirkin
- ------------------------------- -------------------------------
Name, Signature Name, Printed
November 17, 1998
- -------------------------------
Today's Date
December 7, 1998
- -------------------------------
Start Date
Attachments:
Proprietary Information Agreement
I-9
W-4
<PAGE>
Exhibit 10.16
SERVICES AGREEMENT
SERVICES AGREEMENT, effective the 20th day of November, 1997 by and
between UNITED AIRLINES, INC., a Delaware corporation with offices at 1200 E.
Algonquin Road, Elk Grove, IL 60007 (hereafter referred to as "United"), and
Internet Travel Network, with offices at 453 Sherman Avenue, Palo Alto,
California 94306 (hereafter referred to as "ITN").
1. Introduction
United desires to make available to its customers within the United
States ("Customers") real-time travel reservations, booking and ticketing via
United's Internet web site. ITN has developed its own proprietary booking
engine and reservation system that allows users to make real-time travel
reservations ("Reservation System"). ITN desires to develop and host certain
web pages and services linked to United's web site, that will include ITN's
Reservation System, as such may be customized pursuant to this Agreement (the
"Service"). Therefore, United and ITN agree as follows:
2. Services
Subject to the terms and conditions of this Agreement, ITN will
perform the services described below:
Software Customization and Order Fulfillment described in Exhibit A
hereto.
All services hereto will be provided in accordance with the other
terms and conditions of this Agreement.
3. Term
This Agreement is effective on the date provided above (hereafter the
"Effective Date") and will continue for a one-year period following the Date of
Acceptance ("Initial Term"). Thereafter, the Agreement shall renew for
additional one year terms. Notwithstanding the above, either party may
terminate this Agreement at any time on not less than one hundred and eighty
(180) days' notice. Unless otherwise provided herein, Sections 8, 9, 12, 15,
17, 18, 21, 29 and 30 will continue thereafter in full force and effect and
survive any termination or expiration of this Agreement.
4. Linking, Framing, URL Titles
ITN may not solicit other Internet sites or on-line services to
hypertext link directly to the Service, the United Content or any United web
pages without the prior written consent of United. To the extent
technologically feasible and it is within ITN's control, ITN shall not permit
any third party Internet site or on-line service to frame the Service or web
pages such that any United Content appears on the same screen as a third party's
Internet site or on-line service. To the extent that it is not technologically
feasible to prevent such framing, upon United's request, ITN shall cooperate
with United in causing such third party to cease and desist
[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>
from such framing. To the extent technologically feasible, ITN will provide a
uniform resource locator ("URL") title identifying United as the provider of any
web pages.
5. Price
The total price to United in U.S. Dollars for Design and Set-up and
Special Features of the Services will be as set forth in Exhibit B hereto
payable thirty days following the Date of Acceptance; provided that future
billings for Special Features shall be payable forty-five (45) days following
the date of ITN's invoice. In the event that any additional customization
outside of the Standard Features and Special Features referred to in Exhibit A
are required, the fees, outline, and specification for such additional
customization as referenced above shall be mutually agreed upon in writing prior
to the commencement of work and set forth as an additional Exhibit E to this
Agreement. ITN shall invoice United and United agrees to pay the Monthly Access
Fee and the Fee for Booking (for each booking) on a monthly basis within 30 days
following the end of each month for fees accrued in the previous month.
6. Schedule
Provided United has tendered the United Content as specified in
Section 12(b) in a timely manner, ITN will deliver and tender the Services for
United's Final Acceptance Testing in accordance with the schedule for completion
as set forth in Exhibit C. ITN shall use its reasonable best efforts to tender
the Services to United so that Acceptance can occur by November 11, 1997.
7. Year 2000 Compliance
ITN and United shall agree upon specifications that the Service will
be "Year 2000 Compliant." At a minimum, this shall mean that the Service shall
conform to the following:
(a) The year fields of data codes to be processed by the Service
shall be in four digit format;
(b) The Service shall accurately compute dates over a range of dates
from the year 1900 through the year 2100, using currently accepted methods of
calculating adjustments to dates, such as the rules applying to leap years; and
(c) When the Service encounters date codes which do not conform to a
four digit year field format, the Service will log an error message.
8. Indemnification
(a) ITN will defend, indemnify, and hold harmless United, its
Affiliates (which shall mean for purposes of this Agreement, entities in which
at least fifty percent (50%) of the voting control is held by United), officers,
directors, employees, and agents (collectively "United") against and from all
claims, suits, judgments, losses, damages, fines or costs (including reasonable
attorneys' fees and expenses) resulting from any claim, suit or demand by any
third party (i) arising out of a claim that the Reservation System or
performance of the Services infringes any U.S. patent, design right, copyright,
data right, trademark, service mark
2
<PAGE>
(and any application or registration respecting the foregoing), database right,
trade secret, know-how and/or other intellectual property right (collectively,
"Intellectual Property Rights") of a third party or (ii) resulting from any
failure of supervision, negligence or willful misconduct of ITN in connection
with ITN's performance under this Agreement, except to the extent caused by the
negligence of United. Notwithstanding the above, in no event will ITN's
liability under subclause (ii) of this Section 8(a) exceed [*]. United must
notify ITN in writing after United first receives notice of any such cla im,
action or allegation, including without limitation any allegation of
infringement, provided, however, that failure to give prompt notice will not
-------- -------
relieve ITN of any liability except to the extent ITN has suffered actual
material prejudice by such failure. United will give ITN sole control of the
defense of any action and all negotiations for its settlement or compromise,
with the reasonable assistance of United, provided, however, that counsel
-------- -------
selected by ITN be reasonably acceptable to United, and provided further that
-------- -------
United may its consent if any such judgment, settlement or compromise imposes a
monetary obligation on United that is not covered by the indemnification,
imposes any material non-monetary obligation, or does not include an
unconditional release of United and its Affiliates from all claims.
(b) United will defend, indemnify, and hold harmless ITN, its ITN
Affiliates (which shall mean for purposes of this Agreement, entities in which
at least fifty percent (50%) of the voting control is held by ITN), its
officers, directors, employees, and agents (collectively "ITN") against and from
all claims, suits, judgments, losses, damages, fines or costs (including
reasonable attorneys' fees and expenses) resulting from any claim, suit or
demand by any third party arising out of a claim that the United Data and/or
United Content (as such terms are further defined in Section 12) infringe any
U.S. patent, design right, copyright, data right, trademark, service mark (and
any application or registration respecting the foregoing), database right, trade
secret, know-how and/or other intellectual property right (collectively,
"Intellectual Property Rights") of a third party. ITN must notify United in
writing after ITN first receives notice of any such claim, action or allegation,
including without limitation any allegation of infringement, provided, however,
-------- -------
that failure to give prompt notice will not relieve United of any liability
except to the extent United has suffered actual material prejudice by such
failure. ITN will give United sole control of the defense of any action and all
negotiations for its settlement or compromise, with the reasonable assistance of
ITN, provided, however, that counsel selected by United be reasonably acceptable
-------- -------
to ITN, and provided further that ITN may withhold its consent if any such
-------- -------
judgment, settlement or compromise imposes a monetary obligation on ITN that is
not covered by the indemnification, imposes any material non-monetary
obligation, or does not include an unconditional release of ITN and ITN
Affiliates from all claims.
9. ITN Proprietary Rights
(a) Rights to Service. United acknowledges that ITN owns all right,
-----------------
title and interest, including all Intellectual Property Rights in and to the
Service. With respect to the Service, ITN represents and warrants that it holds
the copyright and all other intellectual property rights in and to the
Reservation System and all components thereof, that, to the best of its
knowledge, performance of the services hereunder and delivery of the Service to
United and its customers will not violate any law or agreement or any right of
any party, and that ITN possesses or has secured all other rights and agreements
necessary for ITN to perform the services
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS
3
<PAGE>
hereunder. United's sole remedy for breach of this Section 9 shall be the
indemnity provided in Section 8 above.
(b) License. Effective upon the Date of Acceptance and during the
-------
term of this Agreement, ITN grants United a non-exclusive, worldwide license to
use the Services in accordance with the terms of this Agreement and, except for
the United Content and the United Data as defined above, retains all title and
rights to the Services, all copies and derivative works thereof and all related
documentation and materials. To aid ITN in the protection of its proprietary
rights, United agrees that a copyright notice may be placed in an unobtrusive
manner on certain Web pages provided with the Service.
10. Purchase Commitment
ITN understands and agrees that Services and prices are usage
sensitive. Therefore, this Agreement will not be construed in any manner as a
commitment by United to purchase a specific quantity of Services.
11. Performance of Services
(a) ITN will exercise reasonable care with respect to all phases of
the Services being performed, will use reasonable commercial efforts to guard
and protect United against all defects in ITN materials and workmanship, and
will use reasonable commercial efforts to ensure completion of the Services in
accordance with the terms of this Agreement. As United's sole remedy for breach
of this section, following notice from United, ITN will at its sole cost and
expense use reasonable commercial efforts to correct any defects in materials
and workmanship that constitute deviations from the terms of the specifications.
All such corrections will be at no additional cost or expense to United.
(b) ITN agrees to use its reasonable efforts to cause the software
component of the Service (and any modifications or enhancements thereto) to
remain free of all detectable computer viruses.
(c) ITN agrees to maintain the minimum level of support and services
as outlined in Exhibit D.
12. United Proprietary Rights
(a) Rights to Data and Content. As between ITN and United, ITN
acknowledges that United exclusively owns all right, title, and interest,
including all Intellectual Property Rights in and to all data inputted,
generated, processed or retrieved during the performance of this Agreement,
including without limitation the rights to capture, gather, copy, aggregate,
summarize, publish or distribute, any customer data, profiles, addresses,
preferences, selections, bookings, ticketing, rates, fares, seat availability,
inventory, scheduling or PNR data, as well as any data retrieved from any CRS,
travel agency or other source during the performance of this Agreement
(collectively, "United Data") and all graphic designs and logos provided by
United to implement the Services, and certain information relating to the [*],
including without limitation the structure of certain data within the computer
reservation services relating to [*] and the [*]
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
4
<PAGE>
[*] annexed hereto as Exhibit F (collectively, [*]); provided however, that (i)
United shall have no rights to data inputted, generated, processed or retrieved
related to monitoring the performance of, modifying or improving the Reservation
System or the performance of the Services, including without limitation any bug
reports or similar data generated during the performance of this Agreement, and
(ii) nothing shall prevent ITN from performing similar services for other
clients, including generating, processing, or retrieving the same data from any
third party sources, provided such services do not utilize any data or content
received or created through performance of this Agreement or United confidential
information. With respect to the United Data and United Content, United
represents and warrants that it holds the copyright and all other intellectual
property rights in and to the United Data and United Content and all components
thereof, that, to the best of its knowledge, performance of the services
hereunder and delivery of the Service to United and its customers will not
violate any law or agreement or any right of any party, and that United
possesses or has secured all other rights and agreements necessary for ITN to
perform the Services hereunder. ITN's sole remedy for breach of this Section 12
shall be the indemnity provided in Section 8 above.
(b) License to Data and Content. Notwithstanding the above, nothing
contained herein (including the provisions of Section 21 Confidential
Information) shall prohibit ITN from using or disclosing United Data in an
aggregate or statistical composite form to perform the limited purposes
described below in this Section 12(b). For this purpose, United hereby grants
ITN a limited license for the term of the Agreement, to (i) gather and
distribute data specifically for the limited purposes of complying with the Air
Transport Association's ("ATA") Recommended Practices for the Providers of
Electronic Reservation Services ("Recommended Practices"), as such Recommended
Practices may be modified from time to time; (ii) aggregate end-user data for
the limited purposes of billing United for fees based on individual transactions
per Exhibit B annexed hereto; (iii) aggregate transaction data for the limited
purposes of marketing ITN's services by gathering and reporting statistical data
on the number and booking dollar value of transactions processed by ITN,
provided, however, that such statistical data shall not disclose the number and
booking dollar value of transactions related solely to United; anti (iv) gather
data in order to monitor internally the Reservation System's performance. In
addition, United grants to ITN a world-wide, non-exclusive, royalty-free license
during the term of this Agreement to use, reproduce, electronically distribute,
publicly display, and publicly perform the United Data and United Content
delivered to ITN by United only in connection with the Services. Except as
expressly permitted herein, ITN shall have no other rights to capture, gather,
copy, aggregate, summarize, publish or distribute United Data. United has the
final right I of approval for any use of United Content, including the right to
approve any user interface and designs.
13. Acceptance
(a) Acceptance testing of the Services will be commenced by United
promptly following notification by ITN that the Service has been installed and
is ready for United's acceptance testing ("Acceptance Test"). The Service will
be tested in accordance with the Acceptance Test criteria and procedures
described in Exhibit C hereto. United will notify ITN of the results of the
Acceptance Test, within 5 days after completion and will describe any
-
nonconformance to the Acceptance Test criteria. Acceptance of the Services by
United shall occur when the Services are in accordance with Exhibit A and all of
the Acceptance Test criteria
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
5
<PAGE>
or as provided above ("Acceptance"). ITN will use reasonable commercial efforts
to promptly correct or remedy all such nonconformances, incorporate the
corrections into the Service, and resender the Service for further testing. If
United fails to provide ITN with notice of nonconformance within 5 days of
-
tender or any subsequent resender, the Service shall be deemed Accepted and the
last day shall be deemed the "Date of Acceptance."
(b) If the Date of Acceptance has not occurred by December 31, 1997
(the "Final Acceptance Date"), United will, within five (5) days thereafter,
notify ITN in writing of its election of either of the following:
(i) That United instructs ITN to correct any deficiencies in the
Services and tender such Services for acceptance testing. Unless United advises
ITN of its election to terminate this Agreement in accordance with the terms and
conditions of Section 13(b)(ii) below, ITN will thereafter continue to correct
deficiencies and retender the Services for testing as often as necessary to
achieve Acceptance.
(ii) That United terminates this Agreement in its entirety,
without any cost or further obligation on United's part. In the event of
United's termination under this Section 13(b)(ii), ITN shall promptly refund any
payments previously made by United under this Agreement.
(c) Notwithstanding the above, if ITN notifies United that the
deficiencies cannot be corrected, then this Agreement shall automatically
terminate pursuant to this Section 13(c).
14. ITN's Employees; Supervision
ITN will employ only skilled, professional persons to perform the
Services specified in this Agreement. All such employees will at all times be
employees or contractors of ITN and not of United. ITN at all times will be an
independent contractor with full and complete responsibility for all of its
employees, agents, and subcontractors. To that end, ITN will employ and direct
such personnel as it requires to perform said Services, will exercise full and
complete authority over its personnel, and will have the sole right to hire and
discharge said persons.
15. EXCEPT AS EXPRESSLY PERMITTED HEREIN, ITN DOES NOT MAKE ANY GUARANTY,
WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITATION,
ANY WARRANTY AS TO QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NONINFRINGEMENT.
16. Capital Equipment Coverage
Both parties agree that ITN will be required to make an investment of
[*] in capital equipment in order to support United's booking volume estimate of
[*] bookings per day. These estimates are based solely on United's estimates and
are not the responsibility of ITN. Both parties further agree that in the event
that United's booking volume in the first [*] days of operation of the Service
following the Date of Acceptance does not average [*] per day,
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED ADN FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
6
<PAGE>
then the monthly access fee set forth on Exhibit B will be increased by [*]
[*] per month until that month in which average booking volume
reaches [*] per day.
17. Taxes
United will pay any sales or use taxes (except for any tax levied
upon or measured by ITN's gross receipts) imposed by any taxing authority and
required to be paid by ITN or United as a result of products delivered or
services provided to United under this Agreement. United will not be liable for
any tax levied upon or measured by the income of ITN. If a claim is made against
ITN for any taxes that are to be paid by United, ITN will timely notify United.
If United so requests in writing, ITN will, at United's expense, take such
action as United 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 United, ITN will, at United's expense, take such action as United may
reasonably direct, including allowing United to file a claim or commence legal
action in ITN's name, to recover such tax payment. In the event of refund or
recovery of any tax, or part thereof, ITN will pay to United promptly that
portion of the tax paid by United, including any interest received thereon.
18. Consequential Damages
NEITHER PARTY WILL 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, EXCEPT WITH RESPECT TO THIRD PARTY
INDEMNIFICATION CLAIMS.
19. Payment
All payments due to ITN hereunder (other than the Design and Set-up
Fee set forth in Section 5 hereof) shall be made within forty-five (45) days of
the date of ITN's invoice. United shall be responsible for and shall pay when
due all sales, use and other taxes and similar charges based on or arising from
this Agreement or its performance, other than taxes based on ITN's net income.
Late payments will bear interest at 1% per month or the maximum rate permitted
by law, whichever is less.
20. Project Manager
Each party will designate a Project Manager who will be responsible
for that party's performance under this Agreement and who, to the extent
practicable, will have decision-making responsibility regarding that party's
performance hereunder.
21. Confidential Information
Except in any proceeding to enforce the provisions of this Agreement,
neither Party will disclose to any third party the financial terms of this
Agreement or the terms contained in any Exhibit or Attachment hereto.
Notwithstanding anything else contained in this
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
7
<PAGE>
Agreement, either party may disclose the terms and conditions of this agreement;
i) as required by any court or other governmental body, ii) as otherwise
required by law, iii) to legal counsel of the parties, iv) in confidence, to
accountants, banks, proposed investors, and financing sources and their
advisors, v) in confidence, with the enforcement of this Agreement or rights
under this Agreement or vi) in confidence, in connection with a merger or
acquisition or proposed merger or acquisition of either party. Each party agrees
that all orders, forecasts, financial or marketing plans or data (including
without limitation any United Data described in Section 12(a) hereto) or any
data processing programs or procedures, know-how and ideas and all other
business, technical and financial information they obtain from the other that
are clearly marked or otherwise designated in this Agreement as "Confidential"
or "Proprietary" are the confidential property of the disclosing party
("Proprietary Information" of the disclosing party). Notwithstanding the above,
nothing contained herein shall restrict ITN from complying with industry
reporting requirements. Except as expressly allowed in this Agreement, the
receiving party will hold in confidence and not use or disclose any Proprietary
Information of the disclosing party and shall similarly bind its employees in
writing. This section shall survive termination of this Agreement. The receiving
party shall not be obligated under this Section with respect to information that
(a) is or has become publicly available; or (b) is received from a third party
lawfully empowered to disclose such information; or (c) was rightfully in the
possession of the receiving party prior to its disclosure by the other party; or
(d) was independently developed by employees or consultants of the receiving
party.
22. Publicity
During the term of this Agreement, ITN may refer to United as a
customer reference in non-public business dealings with potential customers and
financial concerns. In addition, during the term of this Agreement, ITN may
list United as a customer of ITN in any public offering document seeking
financing for the Company. Neither party will 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.
Except as permitted herein, ITN will not use any United trade name or service
marks, including the names "United Air Lines, Inc.," "United Airlines," "United"
or United's logotype, without first obtaining United's prior written approval of
such use.
23. Unauthorized Payments
(a) In connection with any performance under this Agreement, neither
ITN, nor any officer, or agent of ITN, will make any payment, or offer, promise
or authorize any payment, of any money or other article of value, to any
official, employee, or representative of United, or to any person or entity
doing business with United, in order either to obtain or to retain United's
business, or to direct United's business to a third party, or to influence any
act or decision of any employee or representative of United 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.
(b) In connection with any performance under this Agreement, neither
ITN, nor any officer, employee, or agent of ITN, will 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 United, or from
anyone else with whom United does business, including
8
<PAGE>
any governmental official or representative, for or in connection with the
obtaining or retaining any business of or with United. ITN will refuse to accept
all such gifts and, if received, will return such gifts to the donor. In all
such cases ITN will notify United promptly of such gift or offer thereof If
United deems it necessary, ITN will turn over such gifts to United for further
handling.
24. Non-discrimination
In performing under this Services Agreement, ITN will comply with all
applicable requirements, orders, and regulations of the federal government and
any applicable state or local laws, pertaining to non-discrimination in
employment, including, without limitation, the provisions contained in
Paragraphs 1 through 7 of Part II, Non-discrimination in Employment by
Government ITNs and Subcontractors, of Executive Order 11246 (as amended by
Executive Order 11375).
25. Force Majeure
Neither party will be responsible for delays in or suspension of
performance (excluding the obligation to pay for services rendered and approved
and goods sold and delivered) 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 cause
beyond the reasonable control of that party.
26. Termination
(a) If either party (the "Defaulting Party") fails to observe or
perform any of its material obligations under this Agreement and if this failure
continues for a period of thirty (30) days after written notice to the
Defaulting Party thereof, then, without prejudice to any other rights or
remedies the other party may have, this Agreement will terminate as of the
expiration date of the notice period.
(b) If either party (the "Defaulting Party") ceases operations
(without a successor) for reasons other than a strike, then the other party (the
"Insecure Party") may immediately terminate this Agreement on notice to the
Defaulting Party unless the Defaulting Party immediately gives adequate
assurance of the future performance of this Agreement by establishing an
irrevocable letter of credit--issued by a U.S. bank acceptable to the Insecure
Party, on terms and conditions acceptable to the Insecure Party, and in an
amount sufficient to cover all amounts potentially due from the Defaulting Party
under this Agreement--that may be drawn upon by the Insecure Party if the
Defaulting Party does not fulfill its obligations under this Agreement in a
timely manner.
(c) If bankruptcy proceedings are commenced with respect to either
party (the "Bankrupt") and if this Agreement has not otherwise been terminated,
then the other party (the "Other Party") may suspend all further performance of
this Agreement until the Bankrupt assumes or rejects this Agreement pursuant to
Section 365 of the Bankruptcy Code or any similar or successor provision. Any
such suspension of further performance by the Other Party pending the Bankrupt's
assumption or rejection will not be a breach of this Agreement and will
9
<PAGE>
not affect the Other Party's right to pursue or enforce any of its rights under
this Agreement or otherwise.
(d) Exercise by either party of its right to terminate under any
provision of this Agreement will not affect or impair its right to enforce its
other rights or remedies under this Agreement.
27. Non-Waiver
No waiver by either party of any default or breach by the other party
of any provision of this Agreement will operate as or be deemed a waiver of any
subsequent default or breach.
28. Audit Procedures
United has the right at its expense to appoint an independent
certified public accountant reasonably acceptable to ITN (such acceptance not to
be unreasonably withheld) to audit, the books and records relating to the
booking information for the Service, provided that (i) United schedules the
audit in advance for a time that is mutually agreed upon by United and ITN, (ii)
United follows all of ITN's rules, restrictions, security policies, etc. when
conducting its audit, and (iii) ITN will not be held responsible for any service
outages or equipment failures to United's dedicated environment resulting from
United's audit activities.
29. Relationship Between the Parties
(a) ITN in furnishing services to United under this Agreement is
acting only as an independent contractor. Each party has the sole right and
obligation to supervise, manage, contract, procure, perform or cause to be
performed all obligations to be performed by that party pursuant to this
Agreement.
(b) Nothing in this Agreement shall prevent United from acquiring
similar services from other providers.
30. Third Party Rights
Nothing contained in this Agreement will or is intended to create or
will be construed to create any right in or any duty or obligation to any third
party.
31. Amendments
This Agreement may be changed, modified or amended from time to time
only by express written agreement of the parties executed by their authorized
representatives.
32. Notices
Notices under the terms of this Agreement will be in writing and sent
by prepaid certified mail, return receipt requested, or by courier or facsimile
to the following addresses:
10
<PAGE>
To United: Fax No. (847) 700-5861 To ITN: Fax No. (650) 614-6390
United Airlines, Inc. Internet Travel Network
1200 E. Algonquin Road 453 Sherman Ave
Elk Grove Township, IL 60007 Palo Alto, CA 94306
Attn: Manager of Purchasing Attn: Vice President Sales
Notices will be effective on the first business day following receipt
thereof. Notices sent by certified mail or courier will be deemed received on
the date of delivery; notices sent by facsimile will be deemed received on the
date transmitted.
33. Assignment
In the event of an assignment of this Agreement, in whole or in part,
and unless otherwise consented to in writing by the non-assigning party, the
Agreement shall terminate within 120 days of such assignment.
34. Severability
In the event that any provision of the Agreement shall be determined
to be illegal or unenforceable, that provision will be limited or eliminated to
the minimum extent necessary so that this Agreement shall otherwise remain in
full force and effect and enforceable.
35. Governing Law
The provisions of this Agreement will be construed and enforced in
accordance with, and any dispute arising out of or in connection with this
Services Agreement, including any action in tort, will be governed by, the laws
of the State of Illinois.
36. Entirety of Agreement
This Agreement supersedes all prior oral or written representations
or communications between the parties and, together with any attachments,
constitutes the entire understanding of the parties, regarding the subject
matter of this Agreement.
THEREFORE, the parties by their authorized representatives have
executed this Agreement on the dates provided below.
INTERNET TRAVEL NETWORK, INC. UNITED AIRLINES, INC.
By: /s/ Matthew Ackerman By: /s/ Doug Hacker
__________________________ __________________________
Title: VP Finance Title: Sr. Vice President & CFO
Date: 11/21/97 Date: 11/20/97
11
<PAGE>
EXHIBIT A
ITN Services
Software Customization and Order Fulfillment
ITN will host a set of world wide web pages through which United customers
may access (through frames, hypertext links or otherwise) the ITN Reservation
System. These pages will implement the ITN standard features ("Standard
Features") listed in section (I) below and the customized or special features
("Special Features") agreed to by ITN and United, listed in section (II) below.
Each party will be fully responsible for all of its necessary computer
hardware, software, modems, connections to the Internet and other Items as are
needed for allowing access to the ITN Reservation System.
Business and Technical Support. ITN will provide United with its standard
technical support for the set of world wide web pages through which Customers
and United may access the ITN Reservation System via screens displaying the
Services ("Corporate Site"). Such support will include, but not be limited to,
telephone support to United during the hours of 6:00am-6:00pm Pacific Standard
Time.
I. Standard Features
. Integrated real-time booking engine for air, car and hotel travel
. Accesses Apollo, System One, Worldspan or Sabre
. Customizable graphics and text
. Customizable design and layout
. Complete online help section
. Description and announcement editor
. Reservations are queued, as well as e-mailed
. Travelers Resources section
. Dedicated URL
. City, airplane and hotel amenities information
<PAGE>
. User feedback form
. Full year online calendar
. Secure Server
. Agency Information control
. Text Colors and Backgrounds control
. Online payment
. Geocoded airport proximity search with reference points for hotel
availability
. Airport/city name auto-misspell detection
. Banner Advertising areas
. Password protected User Profiles with private user database, stored contact,
system, air, car and hotel preference, frequent flyer numbers
. Password protected Administration area
. Site Security Control- Allows United to immediately disable the site to
prohibit further access by United customers.
. Extensive access, performance and booking statistics updated daily
. PNR Documentation control
. Low Fare Search dependant upon CRS functionality available to ITN
. Preferred Air, Car and Hotel Vendors
. Negotiated Percent Discount Air Filters
. Flight Exclusion for Air Contracts
. City Exclusion for Air Contracts
. Expanded Corporate Traveler Profile
. Corporate Travel Policy Editor
. Car and Hotel Corporate Discount Codes
. Special Ticketing/Travel Instructions
<PAGE>
. Pre-Trip Authorization
. Multiple Availability Sorting Options
. Interface Customization Editor
. Preferred Hotel Properties and Negotiated Rates
. Private Hotel Database integration
. Remote Profile pulls
. Programmable PNR Construction
. Restricted Fare Selection
. Seat Maps
. Travel Arranger
II. SPECIAL FEATURES
1. United Airlines Paint Scheme.
. ITN will customize the look and feel of the Corporate Site to that of the
new United Airlines graphics scheme.
2. Airline-Specific Queuing.
. All itineraries containing only United segments are to be queued to one
pseudo city code, with all other reservations queued to a second pseudo
city code.
3. United Airlines Preferencing
. The Site will always include United Air Lines as one of three airlines
chosen in the airline preferencing section. The traveler may only choose
two airlines in addition to United Airlines.
4. Intelligent Ticket Delivery/Ticketing Method
. The Site will determine the Ticket Delivery/Ticketing Method available
(E-Ticket, Fed-Ex and Airport Pickup in addition to one or more other
delivery methods) based upon 1) date of departure (relative to the date
of booking), 2) Domestic or International travel, and 3) United or Non-
United as the carrier.
5. Premiere Status for Seatmaps
. This Site will transmit the Frequent Flyer number to the CRS for
evaluation and then display the seat availability based upon the CRS'
evaluation of the Frequent Flyer number. The traveler will be able to
select a seat on the seatmap based upon the CRS' evaluation of the
traveler's status (Premiere, etc.) and the seat availability.
<PAGE>
EXHIBIT B
FEES AND PAYMENT
<TABLE>
<CAPTION>
Internet Travel Manager Corporate Site
<S> <C>
Design and Set-Up Fee [*]
Monthly Access Fee [*]
Fee per Booking [*]
Additional Fees
Fee for Alterations to Existing Pages [*]
Monthly Maintenance Fee for Alterations to Existing Pages [*]
Fee for Alterations to Additional Pages [*]
Monthly Maintenance Fee for Alterations to Additional Pages [*]
Programming Hourly Fee [*]
HTML Coding Hourly Fee [*]
Graphic Design Hourly Fee [*]
Special Consulting Hourly Fee [*]
Hotel Database Load [*]
Flight Path [*]
Fare Ticker [*]
Seat Maps with Customization [*]
Ability to Cancel/Change a PNR [*] per change/
[*] cap per transaction fee
Faxing of Booked Reservations - Domestic Fax [*] per fax
Faxing of Booked Reservations - International Fax [*] per fax
Dedicated Server (Installation and Configuration) [*]
T1 Dedicated Line Installation [*]
T1 Line Monthly Maintenance [*]
Monthly Fee for Dedicated Server Maintenance [*]
Separate Secure Server Registration (SSL Encryption) [*]
Separate Secure Server Monthly Fee [*]
Domain Name Set-Up Fee [*]
Domain Name Monthly Fee [*]
InterNIC Registration [*]
</TABLE>
For all Engineering Fees, estimates will be provided and work will not be
initiated without a signed authorization from United accepting the estimate.
<TABLE>
<S> <C>
Special Features (as defined) [*]
United Airlines Paint Scheme inclusive
Airline-Specific Queuing inclusive
United Airline Preferencing inclusive
Intelligent Ticket Delivery/Ticketing Method inclusive
Premiere Seatmaps [*]
</TABLE>
- ------------------------
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
<PAGE>
EXHIBIT C
User Acceptance Test Plan
- ------------------------------------------------------------------------------
State measurements to be used to determine customer sign-off and completed
deliverables:
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
x Quality Assurance Testing Date
Completed
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Site layout is according to specification.
- ----------------------------------------------------------------------------------------------------------------
Graphics loading properly.
- ----------------------------------------------------------------------------------------------------------------
Functionality is functioning as requested.
- ----------------------------------------------------------------------------------------------------------------
PNR testing- Agency receiving PNRs according to PNR Formats
document.
- ----------------------------------------------------------------------------------------------------------------
Appropriate ticket designators.
- ----------------------------------------------------------------------------------------------------------------
Fare basis codes storing properly.
- ----------------------------------------------------------------------------------------------------------------
CONDITIONS OF SATISFACTION functioning properly.
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Logging In: YES NO
<S> <C> <C>
-------------------------------------------------------------------------------------------------------------
Type URL to access site
-------------------------------------------------------------------------------------------------------------
All graphics are loading
-------------------------------------------------------------------------------------------------------------
Click in the user-name field and enter user-name
-------------------------------------------------------------------------------------------------------------
Click in the Password field and enter password
-------------------------------------------------------------------------------------------------------------
This brings up the index page of your site
-------------------------------------------------------------------------------------------------------------
Click on each hyper-link to confirm connectivity
-------------------------------------------------------------------------------------------------------------
Click on the link to enter or change your profile
-------------------------------------------------------------------------------------------------------------
</TABLE>
OK per:________________
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Create / Change Profile: YES NO
-------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Complete All available Profile Fields
-------------------------------------------------------------------------------------------------------------
Click on "Save My Profile" to store.........
-------------------------------------------------------------------------------------------------------------
Confirmation Page appears
-------------------------------------------------------------------------------------------------------------
Optional: Click on "Change Password"
-------------------------------------------------------------------------------------------------------------
Optional: Repeat "LOGGING IN" steps to confirm
-------------------------------------------------------------------------------------------------------------
</TABLE>
OK per:________________
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Check Schedule: YES NO
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Enter the Reservation System
- ----------------------------------------------------------------------------------------------------------------------------
"Leaving" field pre-populated from profile
- ----------------------------------------------------------------------------------------------------------------------------
"Preferred Airlines" pre-populated from profile
- ----------------------------------------------------------------------------------------------------------------------------
"Sort flight choices by:" pre-populated from profile
- ----------------------------------------------------------------------------------------------------------------------------
"Class of Service" pre-populated from profile
- ----------------------------------------------------------------------------------------------------------------------------
"Show me # flights per leg" pre-populated from profile
- ----------------------------------------------------------------------------------------------------------------------------
Input destination, dates and times and click "Check flight availability"
- ----------------------------------------------------------------------------------------------------------------------------
Schedule display is effected by Preferences
- ----------------------------------------------------------------------------------------------------------------------------
Schedule display includes approximate per leg pricing(Domestic only)
- ----------------------------------------------------------------------------------------------------------------------------
Select schedule, number of passengers, Click on "Price my selected itinerary"
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
OK per:________________
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Pricing: YES NO
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Economy (Lowest Available)
- ----------------------------------------------------------------------------------------------------------------------------
Coach (Unrestricted)
- ----------------------------------------------------------------------------------------------------------------------------
First
- ----------------------------------------------------------------------------------------------------------------------------
Business
- ----------------------------------------------------------------------------------------------------------------------------
Penalties and Restrictions displayed
- ----------------------------------------------------------------------------------------------------------------------------
"Purchase by" date displayed
- ----------------------------------------------------------------------------------------------------------------------------
Low Fare Search operates
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
OK per:________________
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Cars: YES NO
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Click on "Car" icon to display Car Rental Reservations form
- ---------------------------------------------------------------------------------------------------------------------------
"Pickup City" pre-populated from itinerary
- ---------------------------------------------------------------------------------------------------------------------------
"Pickup Time" pre-populated from itinerary
- ---------------------------------------------------------------------------------------------------------------------------
"Drop Off City" pre-populated from itinerary
- ---------------------------------------------------------------------------------------------------------------------------
"Drop Off Time" pre-populated from itinerary
- ---------------------------------------------------------------------------------------------------------------------------
"Car Preference" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Sort Return By" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Number of Cars to Display" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Preferred Car Rental Agency" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
Make desired changes and click "Check car Availability
- ---------------------------------------------------------------------------------------------------------------------------
Make desired selection and click "Add this car to my itinerary"
- ---------------------------------------------------------------------------------------------------------------------------
Car Availability display is effected by preferences
- ---------------------------------------------------------------------------------------------------------------------------
Car Company Name, Car type and Rate are displayed on Itinerary
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
OK per:________________
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Hotels: YES NO
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Click on "Hotel" icon to display "Hotel Reservations" form
- ---------------------------------------------------------------------------------------------------------------------------
"City" pre-populated from itinerary
- ---------------------------------------------------------------------------------------------------------------------------
"Check In" date pre-populated from itinerary
- ---------------------------------------------------------------------------------------------------------------------------
"Check Out" date pre-populated from itinerary
- ---------------------------------------------------------------------------------------------------------------------------
"Room Type" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Bed Type" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Maximum Price Range" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Search Range" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Sort Hotel choices by" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Number of Hotel Choices to Display" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Preferred Hotel Chains" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
Make desired changes and click "Check room availability, I'll be patient"
- ---------------------------------------------------------------------------------------------------------------------------
Hotel Availability display is effected by preferences
- ---------------------------------------------------------------------------------------------------------------------------
Make desired selection and click "Please add this hotel choice to my itinerary"
- ---------------------------------------------------------------------------------------------------------------------------
Hotel Name and Rate are displayed on Itinerary
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
OK per:________________
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Reservation/Booking Form: YES NO
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
"Passenger Information"
- ---------------------------------------------------------------------------------------------------------------------------
"First Name" and "Last Name" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Meal Request" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
Number of Name fields equals number of passengers traveling..........
- ---------------------------------------------------------------------------------------------------------------------------
"Special Requests" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Delivery Information"
- ---------------------------------------------------------------------------------------------------------------------------
"Name" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Company" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Street Address" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"City" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"State" and "Zip Code" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Email" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Day Phone" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Home Phone" pre-populated from profile
- ---------------------------------------------------------------------------------------------------------------------------
"Payment Information"
- ---------------------------------------------------------------------------------------------------------------------------
Make Desired form of payment selection
- ---------------------------------------------------------------------------------------------------------------------------
Click on "I'll wait while you book these travel arrangements"
- ---------------------------------------------------------------------------------------------------------------------------
Confirmation Page displays Air, Car and Hotel in itinerary
- ---------------------------------------------------------------------------------------------------------------------------
Confirmation Page displays quoted price
- ---------------------------------------------------------------------------------------------------------------------------
Confirmation Page displays Reservation Confirmation number...........
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
OK per:________________
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Site Administration: YES NO
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Log in with Administrator User-name and Secret word
- ---------------------------------------------------------------------------------------------------------------------------
Click on "Corporate Travel Administration" link............
- ---------------------------------------------------------------------------------------------------------------------------
"Corporate Site Administration" page is displayed
- ---------------------------------------------------------------------------------------------------------------------------
Click on "Administration Help" and read instruction
- ---------------------------------------------------------------------------------------------------------------------------
Complete all fields per link and click "Now, put it on the net!"
- ---------------------------------------------------------------------------------------------------------------------------
Confirmation massage is displayed
- ---------------------------------------------------------------------------------------------------------------------------
"Agency Information"
- ---------------------------------------------------------------------------------------------------------------------------
"Company Information"
- ---------------------------------------------------------------------------------------------------------------------------
"Traffic and Performance Analysis "............
- ---------------------------------------------------------------------------------------------------------------------------
"Air Policy"
- ---------------------------------------------------------------------------------------------------------------------------
"Car Policy"
- ---------------------------------------------------------------------------------------------------------------------------
"Hotel Policy"
- ---------------------------------------------------------------------------------------------------------------------------
"PNR Editor"
- ---------------------------------------------------------------------------------------------------------------------------
"Negotiated Rates Administration" "Description and Announcement" "Text Colors and Backgrounds" "Security"
- ---------------------------------------------------------------------------------------------------------------------------
"Sample Reservation Forms"
- ---------------------------------------------------------------------------------------------------------------------------
"Evaluate Beta Software Here"
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
OK per:________________
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Special Features: YES NO
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
Airline Queuing:
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Check that all UA segments queue to designated queue
- ---------------------------------------------------------------------------------------------------------------------------
Check that all carriers except for UA queue to designated queue
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
User Profiles:
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Check that UA is designated as a mandatory preference when OA is selected
- ---------------------------------------------------------------------------------------------------------------------------
Check that UA is NOT selected as mandatory when NO PREFERENCE is selected
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
Intelligent Ticketing:
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
If UA domestic more than 14 days does it offer only ET option
- ---------------------------------------------------------------------------------------------------------------------------
If UA domestic between 5 - 14 days does it offer only ET option
- ---------------------------------------------------------------------------------------------------------------------------
If UA domestic less than 5 days does it offer only ET option
- ---------------------------------------------------------------------------------------------------------------------------
If UA or non - UA domestic or international within 2 hours of departures it offers no options
- ---------------------------------------------------------------------------------------------------------------------------
If UA or non - UA international more than 14 days does it offer US Mail and Fedex
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C>
---------------------------------------------------------------------------------------------------------------------------
If UA or non- UA international between 5 day and 14 days it should offer only Fedex
---------------------------------------------------------------------------------------------------------------------------
If non-UA domestic more than 14 days does it offer ET when available then US mail and Fedex
---------------------------------------------------------------------------------------------------------------------------
If non-UA domestic between 5- 14 days does it offer ET when available then US mail and Fedex
---------------------------------------------------------------------------------------------------------------------------
If UA or non- UA international between 5 - 14 days does it offer only Fedex
---------------------------------------------------------------------------------------------------------------------------
If UA international within 5 days it should offer only Airport ticketing or city ticketing office
---------------------------------------------------------------------------------------------------------------------------
if non-UA international within 5 days it should offer only Airport ticketing
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
Premiere Seats
---------------------------------------------------------------------------------------------------------------------------
Enter a Mileage Plus number that has Premiere status in you user profile and save
---------------------------------------------------------------------------------------------------------------------------
Select an itinerary on United Airlines and proceed to the Reservation Request page
---------------------------------------------------------------------------------------------------------------------------
Launch the Seatmap Applet
---------------------------------------------------------------------------------------------------------------------------
Assure that Premiere status seats are available for you to select
---------------------------------------------------------------------------------------------------------------------------
Select Premiere status seats Make your reservation
---------------------------------------------------------------------------------------------------------------------------
Contact the Agency/Airline to confirm premiere seats have been assigned.
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
OK per:________________
NOTES:
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
Completed By:______________________
Company:____________________
Signature:__________________________________
Date:___________________________________________
<PAGE>
EXHIBIT D
Performance Measures
Measure Expectation
- ------- -----------
1. system "up & running" [*]
2. Notification to United Program within one hour of
Administrator occurrence of "system down"
3. Response time to United Program within 24 hrs by account
Administrator calls management
within 2 hours by technical
support acknowledging call
within 24 hours technical
support will provide an
estimate of the time frame
required to resolve a problem.
4. Customer Support [*] of all phone calls to
customer support will be
answered within [*].
E-mail responses to e-mail
inquiries are made within 24
hours of receipt.
All customer call-backs will
be made within [*].
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
<PAGE>
EXHIBIT E
Additional Special Features
<PAGE>
EXHIBIT F
[*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
<PAGE>
[*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
<PAGE>
[*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
<PAGE>
Amendment No. 1
to the Agreement Dated November 20, 1997
by and between United Airlines and Interact Travel Network
This Amendment Agreement (the "Amendment") is effective the 25/th/ day of
------
November, 1997 by and between UNITED AIRLINES, INC., a Delaware corporation with
offices at 1200 E. Algonquin Road, Elk Grove, IL 60007 (hereafter referred to as
"United"), and Internet Travel Network, with offices at 453 Sherman Avenue,
Pale Alto, California 94306 (hereafter referred to as "ITN") and amends certain
terms and conditions of the Agreement Dated November 20, 1997 by and between
United Airlines and Internet Travel Network ("Agreement"). Any capitalized terms
not otherwise defined herein shall have the meanings assigned to them in the
Agreement.
Whereas, United desires to add certain additional Special Features to the
Service as provided in Section 5 of the Agreement;
Whereas, ITN is willing to provide such Special Features on the terms and
conditions described herein.
NOW THEREFORE, United and ITN agree as follows to amend the Agreement to
attach the following Exhibit E-1.
IN WITNESS WHEREOF, the parties by their authorized representatives have
executed this Agreement on the dates provided below.
INTERNET TRAVEL NETWORK, INC. UNITED AIRLINES, INC.
By: /s/ Matthew Ackerman By: /s/ Jan S. Dunn
--------------------------- ---------------------------
Title: VP Finance Title: Senior Buyer
------------------------ ------------------------
Date: 12/3/97 Date: 11/25/97
------------------------- -------------------------
<PAGE>
EXHIBIT E-1
ADDITIONAL SPECIAL FEATURES
Special Feature Payment Terms
- --------------- -------------
1. Credit Card Address Verification As provided below
. The Site will verify and cross
check the billing address
provided by the traveler with the
billing address assigned to the
credit card provided for payment
through access to structured data
commands.
2. Instant E-Ticket Capability As provided below
. For United flights only the Site
will issue the commands to United
in order to allow an instant E-
Ticket to be generated,
3. Code Share Recognition As provided below
. The Site will recognize that a
partner carrier is operating the
designated flight and will notify
the traveler of such.
4. Premier Seat Maps As provided below
. ITN will disable the provision
for structured data access to
Premier Seat Maps in all of its
other sites, until such time as
alternative authorization is
provided to ITN.
___________
[*] (50% of which shall
be due on receipt of
invoice and 50% of which
shall be due within 30
days of acceptance by
United)
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
Amendment No. 2
to the Agreement Dated November 20, 1997
by and between United Air Lines and Internet Travel Network
This Amendment Agreement (the "Amendment") is effective the 21st day of
April, 1998 (the "Effective Date") by and between United Air Lines, Inc., a
Delaware corporation with offices at 1200 E. Algonquin Road, Elk Grove, IL 60007
(hereafter referred to as "United"), and Internet Travel Network, a California
corporation with offices at 445 Sherman Avenue, Palo Alto, California 94306
(hereafter referred to as "ITN") and amends certain terms and conditions of the
Agreement Dated November 20, 1997 by and between United and Internet Travel
Network ("Agreement"). Any capitalized terms not otherwise defined hereto shall
have the meanings assigned to them in the Agreement.
Whereas, United desires to add certain additional Special Features to the
Service as provided in Section 5 of the Agreement;
Whereas, ITN is willing to provide such Special Features on the terms and
conditions described herein.
NOW THEREFORE, United and ITN agree as follows to amend the Agreement to
attach the following Exhibit E-2.
IN WITNESS WHEREOF, the parties by their authorized representatives have
executed this Agreement on the dates provided below.
INTENT TRAVEL NETWORK UNITED AIR LINES, INC.
By: /s/ Matthew Ackerman By: /s/ Susan M. Fullman
--------------------------- ---------------------------
Title: VP Finance Title: Director Distribution
------------------------ ------------------------
Date: 3/29/99 Date: 4/13/99
------------------------- -------------------------
<PAGE>
EXHIBIT E-2
ADDITIONAL SPECIAL FEATURES
[*]
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
[*]
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
Amendment No. 3
to the Agreement Dated November 20, 1997
by and between United Air Lines and Internet Travel Network
This Amendment Agreement (the "Amendment") is effective the 1st day of
October, 1998 (the "Effective Date") by and between United Air Lines) Inc., a
Delaware corporation with offices at 1200 E. Algonquin Road, Elk Grove, IL 60007
(hereafter referred to as "United"), and Internet Travel Network, a California
corporation with offices at 445 Sherman Avenue, Pale Alto, California 94306
(hereafter referred to as "ITN") and amends certain terms and conditions of the
Agreement dated November 20, 1997 by and between United and ITN, as amended
("Agreement"). Any capitalized terms not otherwise defined herein shall have the
meanings assigned to them in the Agreement.
Whereas, United desires that ITN provide additional end-user customer
support ("Customer Support") in addition to the Service provided in the
Agreement;
Whereas, ITN is willing to provide such Customer Support on the terms and
conditions described herein.
NOW THEREFORE, United and ITN agree as follows to amend the Agreement to
attach the following Exhibit E-3.
IN WITNESS WHEREOF, the parties by their authorized representatives have
executed this Agreement on the dates provided below.
INTENT TRAVEL NETWORK UNITED AIR LINES, INC.
By: /s/ Matthew Ackerman By: /s/ Susan M. Fullman
--------------------------- ---------------------------
Title: VP Finance Title: Director Distribution
------------------------ ------------------------
Date: 3/29/99 Date: 4/13/99
------------------------- -------------------------
<PAGE>
EXHIBIT E-3
ADDITIONAL CUSTOMER SUPPORT
1. Technical Support
ITN will provide answers to customer questions related to the utilization of the
Services, including:
United WebConnection
- --------------------
. Provide technical and user support on network connection, firewall and
server issues
. Troubleshoot network, browser connection and configurations
. Logging of calls, electronic mail and voicemail messages
. Escalation of critical issues internally at ITN, United, and/or Galileo
. Reset passwords and unlock user accounts
. Maintain, update and support resolution data base
UAL.COM
- -------
. Escalation of any network connect/on issue on Flight Search to United
. Escalation of any network connection issue on Flight Status to United
2. Customer Support
ITN will provide customer support for all issues related to online bookings,
including:
United WebConnection
- --------------------
. Provide additional problem resolution support for airline "no recs" and
fare discrepancies on all carriers
. Provide basic customer training on the use of the product
. Assist with registration, password and user profile issues
. Provide voice mail box and electronic mail support for customer inquiries
. Follow through on customer compliments or complaints
. Provide ongoing updates to the customer regarding outstanding issues
. Work with United reservations, consumer affairs, airline ticketing and
refund departments, preferred ticketing providers and air, car and hotel
vendors, as appropriate, to facilitate resolution of customer issues
. Provide assistance with issues regarding lost tickets
. Provide confirmations
. Allow name changes
. Allow booking changes
. Provide fare quotes
. Provide seat assignments
. Provide waivers where necessary for resolution of customer issues
Mileage Plus
- ------------
. Provide basic customer training on the use of the Mileage Plus
functionality
. Troubleshoot password and pin issues
. Assist clients with Mileage Plus Bonus discrepancies
. Escalation of any registration issue to United and/or Mileage Plus
3. Hours of Operation
ITN will provide Customer Support services to customers twenty-four hours a day,
seven days a week.
<PAGE>
4. Ticket Support
Includes the management of items listed below and is typically provided on
pre/post ticket purchases:
. Direct calls from users/reservation to changes/refunds tickets booked
online
. Assist with cancellation of PNR's
. Assist with issues regarding traveler (on other airlines) name changes
. Provide assists with seat assignment and adding Mileage Plus numbers
. Assist clients with electronic tickets not issued due to system failures
. Assist with any type of waiver due to system failures related to the
Services
. Assist with all fulfillment/reservations due to credit card declines
. Assist United's designated ticket fulfillment provider with lost ticket
tracking/applications
5. Service Performance Standards
ITN will use reasonable commercial efforts to:
. Answer [*] of incoming telephone calls within [*]
. All customer call-backs to be made within [*] of original call
. Have an Abandoned Call rate (as defined below) of less than [*]
[*] of total occurrences
. Respond to all electronic mail requests within [*] of receipt
. CC each electronic mail response to United at the designated email address
. CC each written correspondence response to United at the designated
address
. Acknowledge all Customer Support correspondence within [*] of receipt
Note: Abandoned Calls are calls that are abandoned after the customer has waited
for [*].
6. Reports
-------
ITN shall use reasonable commercial efforts to provide the following reports to
United within seven (7) working days of each month end, listing the figures for
that month and, the year to date. Subject to these considerations and any other
mutually agreed upon reports, the following reports will be provided to United
by ITN on a monthly basis:
Telephone Support
- -----------------
Number of telephone calls received
Total number of minutes of all calls
Average period of time spent on hold by customers
Average period of time for each telephone call
Number and percentage of abandoned telephone calls
Email Support
- -------------
Number of electronic mails received
Average period of time to respond to each electronic mail
Written Correspondence Support
- ------------------------------
Number of letters (e.g. written correspondence) received
Average period of time to respond to each letter
The format of these reports may be revised from time to time to include
additional or different information, as mutually agreed upon by United and ITN.
7. Contract Review
ITN and United agree to meet on a quarterly basis to review progress and
performance of Customer Support under this Amendment No. 3.
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
8. Payment for Customer Support.
----------------------------
Both parties acknowledge that United has previously paid to ITN a total of [*]
for Customer Support rendered by ITN from the Effective Date of the Agreement
through September 30, 1998. United agrees to pay to ITN on a monthly basis, from
October 1, 1998 and thereafter, a total of 1) [*] for Customer Support Talk Time
as measured by the ITN ACD system; 2) [*] for each response to email or written
correspondence. From October 1, 1998, [*] of the Monthly Access Fee paid
pursuant to the Agreement shall act as a credit toward payments due pursuant to
this Amendment. All fees payable pursuant to this Amendment shall be invoiced
and paid pursuant to the terms of Section 19 of the Agreement.
Monthly payment due and owning to ITN pursuant to this Amendment will be reduced
for a given month by, the following amounts in the event that the Performance
Standards above are not met in any particular month for that category of service
due to any reason within ITN's reasonable control:
Telephone Support - [*] reduction
Email and Written Correspondence Support- [*] reduction
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
Amendment No. 4
to the Agreement Dated November 20, 1997
by and between United Air Lines and Internet Travel Network
This Amendment Agreement (the "Amendment") is effective the ___ day of
March, 1999 (the "Effective Date") by and between United Air Lines, Inc., a
Delaware corporation with offices at 1200 E. Algonquin Road, Elk Grove, IL 60007
(hereafter referred to as "United"), and Internet Travel Network, a California
corporation with offices at 445 Sherman Avenue, Palo Alto, California 94306
(hereafter referred to as "ITN"), and amends certain terms and conditions of the
Agreement dated November 20, 1997 by and between United and ITN, as amended
("Agreement"). Any capitalized terms not otherwise defined herein shall have the
meanings assigned to them in the Agreement.
Whereas, United desires that ITN provide additional end-user Ticket
Fulfillment, as further defined on Exhibit E-4 ("Ticket Fulfillment") in
addition to the other Services provided in the Agreement;
Whereas, ITN willing to provide such Ticket Fulfillment on the terms and
conditions described herein.
NOW THEREFORE, United and ITN agree as follows to amend the Agreement to
attach the following Exhibit E-4.
IN WITNESS WHEREOF, the parties by their authorized representatives have
executed this Agreement on the dates provided below.
INTERNET TRAVEL NETWORK UNITED AIR LINES,INC.
By: /s/ Matthew Ackerman By: /s/ Susan M. Fullman
-------------------------------- ----------------------------------
Title: V P Finance Title: Director Distribution
----------------------------- -------------------------------
Date: 3/30/99 Date: 4/13/99
----------------------------- -------------------------------
<PAGE>
EXHIBIT E-4
TICKET FULFILLMENT
1. Fullfillment
ITN will provide all ticketing services to customers ("Customers") using the
online booking product located at http://www.ual.com (the "UAL Website"),
------------------
including:
. Airline tickets for other airlines and/or interline (collectively,
"OA")
. Car rental confirmations
. Hotel confirmations
. Voids on customer cancellations for E-Tickets only within the ARC
period when requested by Customer Support
. Exchanges on E-Tickets only for prior to travel dates
. Refunds on OA tickets through ARC using REN forms when given
tickets from ITN Customer Support
. Lost OA Ticket Applications using LTA forms
. Notification of OA schedule changes for Customers via U.S. mail,
email and/or telephone
. Policy Adjustments as authorized by United
2. Hours of Operation
ITN will provide travel fulfillment services as defined herein to Customers
twenty-four hours a day, Monday through Friday. ITN will provide travel
fulfillment services from 8:00 a.m. to 1:00 a.m. on Saturday and Sunday.
3. Ticket Delivery(OA)
ITN will ticket all OA records that have forms of payments previously approved
by United. ITN will send OA paper tickets by regular U.S. mail or Federal
Express to the address that the Customer indicates on the web site. United will
provide collateral for such OA ticket delivery, including window envelopes, as
well as account numbers for federal express deliveries. Any other charges for
delivery shall be recorded and billed on a regular basis.
4. Confirmation Delivery
ITN will send confirmations for reservations for car rental and/or hotel
stays with the accompanying airline tickets. Unless the scheduled reservation
requires faster delivery, ITN shall send confirmations for car or hotel
reservations by regular U.S. mail. United will provide collateral for such
confirmation delivery, including window envelopes, as well as account numbers
for federal express deliveries. Any other charges for delivery shall be recorded
and billed on a regular basis.
5. Accounting
ITN will report all OA ticket fulfillment under its existing ARC number with a
different pseudo city as designated by United. United will originate the request
for that additional pseudo city with Apollo. United will have debit memo and
fraud cost responsibility except for errors by an ITN agent necessitating a
debit memo.
6. Reports
ITN and United will mutually agree upon a standard set of reports as required to
track commission payments and activity levels. Commission tracking will not be
provided for car and hotel reservations.
7. Contract Review
ITN and United agree to meet on a quarterly basis to review progress and
performance of Ticket Fulfillment under this Amendment No. 4.
<PAGE>
8. Payment for Ticket Fulfillment
United agrees to pay to ITN on a monthly basis, from the Effective Date of this
Agreement and thereafter, for services rendered according to this Amendment
according to the attached pricing table. Such amounts will be deducted from any
commissions collected from the ARC on United's behalf through the applicable
psuedo city if such commissions are more than the fees due by United to ITN for
any particular month
Domestic air ticket issuance, reissuance or exchange [*]
(U.S. and Canada)
International air ticket issuance, reissuance or exchange [*]
International fare quote [*]
Ticket refund, cancellation or void [*]
Lost ticket application [*]
Policy Adjustment [*]
Car reservation booked [*]
Hotel reservation booked [*]
Schedule Change per pnr [*]
All fees payable pursuant to this Amendment shall be invoiced and paid pursuant
to the terms of Section 19 of the Agreement.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
<PAGE>
Amendment No. 5
to the Agreement Dated November 20, 1997
by and between United Air Lines and Internet Travel Network
This Amendment Agreement (the "Amendment") is effective the ___ day of
March, 1999 (the "Effective Date") by and between United Air Lines, Inc., a
Delaware corporation with offices at 1200 E Algonquin Road, Elk Grove, IL 60007
(hereafter referred to as "United"), and Internet Travel Network, with offices
at 445 Sherman Avenue, Palo Alto, California 94306 (hereafter referred to as
"ITN"), and amends certain terms and conditions of the Agreement dated November
20, 1997 by and between United and ITN, as amended ("Agreement"). Any
capitalized terms not otherwise defined hereto shall have the meanings assigned
to them in the Agreement.
Whereas, United desires that ITN provide additional electronic mail
fare services, as further defined on Exhibit E-5 ("E-Mail Fares") in addition to
the other Services provided in the Agreement;
Whereas, ITN is willing to provide delivery of such E-Mail Fares on
the terms and conditions described herein.
NOW THEREFORE, United and ITN agree as follows to amend the Agreement
to attach the following Exhibit E-5.
IN WITNESS WHEREOF, the parties by their authorized representatives
have executed this Agreement on the dates provided below.
INTERNET TRAVEL NETWORK UNITED AIR LINES, INC.
By: /s/ Matthew Ackerman By: /s/ Susan M. Fullman
---------------------------------- --------------------------------
Title: VP Finance Title: Director Distribution
------------------------------- ----------------------------
Date: 3/29/99 Date: 4/13/99
-------------------------------- -----------------------------
<PAGE>
EXHIBIT E-5
E-Mail Fares
1. E-Mail Fares
ITN will deliver E-Mail Fares as agreed upon by United and ITN from time to time
at [*] electronic mail addresses to which the E-Mail Fare is sent, with a [*]
per mailing of the same or substantially similar message to such addresses.
United agrees to pay to ITN on a monthly basis, from the Effective Date of this
Agreement and thereafter, for services rendered according to this Amendment
according to the attached pricing table, Fees payable pursuant to this Amendment
shall be invoiced and paid pursuant to the terms of Section 19 of the Agreement.
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
<PAGE>
AMENDMENT No. 6 to the Agreement Dated November 20, 1997 by and between
United Airlines and GetThere.com
This Amendment, entered into as of September ___, 1999, further amends that
certain Services Agreement (the "Agreement") dated November 20, 1997, as
previously amended, by and between Internet Travel Network, which is now
operating under the name GetThere.com, and United Air Lines, Inc. ("United")
In consideration of the mutual promises and covenants of the parties
hereto set forth in this Amendment and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree that:
1. The term of the Agreement shall extend through and including
February 1, 2001, subject to all other terms of the Agreement, including Section
26.
2. The terms of Section 21 of the Agreement, "Confidential
Information," are replaced in their entirety by the language set forth on
Attachment A hereof.
All terms and conditions of the Agreement shall otherwise remain unchanged
and in full force and effect.
GetThere.com United Air Lines, Inc.
/s/ Gadi Maier /s/ Frederic F. Brace
- ----------------------------------- ---------------------------------
Signed Signed
Gadi Maier Frederic F. Brace
- ----------------------------------- ---------------------------------
Printed Printed
CEO/PRESIDENT Senior Vice President-Finance
- ----------------------------------- ---------------------------------
Title Title
<PAGE>
ATTACHMENT ``A'' TO
AMENDMENT TO SERVICES AGREEMENT
Section 21 Confidential Information:
- -----------------------------------
The receiving party will not use, permit others to use, or disclose to
third parties, the disclosing party's Confidential Information, and shall
maintain the confidentiality of such Confidential Information with at lease the
same degree of care that it uses to protect its own confidential, proprietary
and highly sensitive information, but no less than a reasonable and high degree
of care under the circumstances.
``Confidential Information'' means the financial terms of this Agreement and the
terms contained in any Exhibit or Attachment hereto, data, information and
materials (in any form and on or in any media whatsoever) which the disclosing
party designates as being confidential or proprietary or which, under the
circumstances surrounding disclosure (including the sensitivity, competitive
importance, value, intellectual property rights, or other measures of
significance), ought to be treated as confidential; including, but not limited
to, ideas, concepts, proposals, studies, business policies, practices,
strategies and plans, reports, analyses, memoranda, notes, services or products,
functionality, software or hardware, technical data and know-how, research,
developments, inventions, processes, techniques, and distribution, engineering,
marketing, financial, merchandising and sales data, information and materials,
which are disclosed by or on behalf of the disclosing party to the receiving
party or to its officers, directors, employees, agents, contractors or
consultants, directly or indirectly, in writing or orally, and also including
information received from others that the disclosing party is obligated to treat
as confidential.
Notwithstanding anything in this Section 21 to the contrary, nothing contained
herein shall restrict the receiving party from complying with industry reporting
requirements, and the receiving party may disclose the Confidential Information
of the disclosing party (a) in confidence, to its officers, directors,
employees, contractors and agents who have a need to know; (b) in confidence,
to accountants, banks, proposed investors, and financing sources and their
advisors; (c) in confidence, in connection with a merger or acquisition or
proposed merger or acquisition; (d) in confidence, in connection with the
enforcement of this Agreement or rights under it; or (e) as required by any
court or other governmental body or as otherwise required by law.
Confidential Information shall not include any information which (a) is or
becomes publicly known through no wrongful act or omission of the receiving
party, its officers, directors, employees or agents; or (b) became known to the
receiving party prior to the disclosing party's disclosure of such information
to the receiving party; or (c) is independently developed by the receiving
party prior to disclosure by the disclosing party to the receiving party; or (d)
is approved for release by written authorization of the
<PAGE>
disclosing party; or (e) is disclosed to the receiving party from a source other
than the disclosing party without similar restrictions and without breach of
this Agreement.
This Section 21 shall survive for five (5) years after termination of this
Agreement.
<PAGE>
December 1, 1998
United Air Lines, Inc.
1200 E. Algonquin Road
Elk Grove Township, IL 60007
Re: Supplement (this "Supplement") to Services Agreement dated
----------------------------------------------------------
November 20, 1997, by and between United Air Lines, Inc. and
------------------------------------------------------------
Internet Travel Network, as amended ("the Services Agreement")
--------------------------------------------------------------
Ladies and Gentlemen:
It is the desire of the Internet Travel Network ("ITN") to use certain
structured data for the United Air Lines, Inc. ("United") [*] as further
described in Exhibit F to the Services Agreement [*] in conjunction with
functionality developed by ITN (the [*] or by whatever name used previously or
in the future).
With the foregoing in mind and subject to those terms and conditions of
the Services Agreement that are not inconsistent with this Supplement, ITN
hereby requests and United hereby grants to ITN a non-exclusive and non-
transferable license to use the [*], as may be required to be modified by ITN,
all as incorporated into or used with certain ITN products namely "ITN Global
Manager," and "ITN Manager" products, in order to provide to those ITN
customers, or prospective customers, listed on Attachment A hereto, as such
attachment may be amended from time to time by further agreement of ITN and
United, with a [*]. As between ITN and United, ITN agrees and acknowledges that
United exclusively owns all right, title, and interest, including all
Intellectual Property Rights (as such term is defined in the Services Agreement)
in and to the [*]. As between ITN and United, United agrees and acknowledges
that ITN exclusively owns all right, title, and interest including all
Intellectual Property Rights in and to the [*] (excluding any [*]).
With respect to any and all future customers, ITN will provide to United
prior written notice of its desire to add such customers to Attachment A, by
providing United a revised attachment with all proposed changes. If United
consents to such revised attachment, United shall so notify ITN in writing
within seven (7) business days after its receipt of the ITN notice. United's
failure to provide a notice of consent within the seven-day period shall not be
deemed a consent to the proposed changes. United reserves
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
<PAGE>
PROPRIETARY AND CONFIDENTIAL
the right to terminate this Supplement, at any time, including as to any or all
ITN customers, upon thirty (30) days' prior written notice to ITN.
Notwithstanding the foregoing, ITN may continue to use the [*] for the period
necessary solely to comply with any obligations to ITN's customers under written
agreement existing as of the date of termination and solely for any remaining
term of each such agreement (the "Initial Term"); provided that (1) the Initial
Term of any such customer agreement shall not be longer than twenty-four months
and (2) there shall be no provision of [*] pursuant to automatic renewals of
such customer agreement.
If this adequately represents United's understanding of the terms under
which the [*] is licensed for use by ITN and the process by which consent to
add prospective customers to the attached Attachment A is to be obtained,
please execute below where indicated.
UNITED AIR LINES, INC. INTERNET TRAVEL NETWORK
By /s/ Susan M. Fullman By /s/ Daniel Whaley
--------------------------- ---------------------------
Title Director - Distribution Title VP
------------------------ ------------------------
Date 12/11/98 Date 12/1/98
------------------------- -------------------------
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
2
<PAGE>
PROPRIETARY AND CONFIDENTIAL
ATTACHMENT A
[*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
3
<PAGE>
PROPRIETARY AND CONFIDENTIAL
[*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
4
<PAGE>
PROPRIETARY AND CONFIDENTIAL
[*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.
5
<PAGE>
First Addendum to Services Agreement
Between Internet Travel Network and
United Airlines
The November 20, 1997 Services Agreement between Internet Travel Network and
United Airlines (the "Agreement") is hereby amended as follows. All other terms
of the Agreement shall remain in full force and effect. Capitalized terms not
defined herein shall have the meaning set forth in the Agreement. This First
Addendum shall be deemed effective on the date of the Closing of the Series C
Preferred Stock, Warrant and Option Purchase Agreement entered into as of May
10, 1998 by and among Internet Travel Network and Covia LLC.
During the term of this First Addendum, Section 12 of the Agreement is hereby
deleted and replaced with Sections 1 through 6 of this First Addendum
1. Rights to United Data and Content.
----------------------------------
A. Definition of United Data. "United Data" means United Travel Data,
United PNR Data, and United Site Data, as defined below, and United
Content, as defined in the Agreement.
(i) "United Travel Data" means any data or information, including
without limitation, flight selections, bookings, ticketing, rates,
fare, class of service, seat selection, inventory, scheduling and
passenger name record ("PNR") data, travel-related documents (e.g.,
boarding pass, baggage tag, United flight itinerary, receipt and
manifest), information contained in proprietary programs (e.g.,
Mileage Plus, Silver Wings Plus, Red Carpet Club) or other programs in
which United participates, in-flight and in-flight status information,
seat maps and assignments, and any and all data and information
derived from any of the foregoing ("Data") that (x) Originated from
United and (y) relates to traveler usage of (1) United flights
(whether or not under a UA airline identification code) or flights of
another carrier to the extent it is operating as a United Express or
other affiliated carrier, or under the UA airline identification code
(each a "United Flight") or (2) products and services provided,
controlled or marketed
48
<PAGE>
by or on behalf of, or for the benefit of, United directly or through
or in conjunction with its affiliates and business partners, as well
as any other products and services as United may implement in the
future, such as, without limitation, Netcentives, United College Plus,
United Vacations, Star Alliance, paging services and proactive
reaccommodation services (each a "United Service"). "Originated from
United" means the Data was initially accessed (whether by ITN or a
third party) from (a) a database owned by, or under the control of
United or (b) was initially accessed (whether by ITN or a third party)
from a World Wide Web site or service that is a United-Branded site or
service. "United-Branded" means that the Web site, the service, or the
subsection of a Web site or service, is owned or controlled by United,
or is dominantly branded with a United trademark, service mark or
logo, and such branding is a dominant feature of the Web site, the
service, or of a subsection of such Web site or service (in the latter
case, only such subsection shall be deemed United-Branded).
(ii) "United PNR Data" means any and all information that is created
by the concatenation or other interrelationship of any customer-
identifying or United fare data in a PNR with United Travel Data in
that PNR, regardless of whether such customer-identifying or fare data
is generated by United, provided that in the event that a ticket is
-------- ----
booked through a Corporate Travel Site, United PNR Data shall only
include United Travel Data with respect to such booking. "Corporate
Travel Site" shall mean a corporation's travel site that (x) is
accessible only to the employees, agents and contractors of such
corporation; (y) is used to implement that corporation's travel
policy; and (z) operates using technology developed by ITN.
(iii) "United Site Data" means (x) any and all Data related to United
Flights or United Services inputted, generated, processed or accessed
in or from a United or United-Branded site or service that utilizes
ITN services or technology (and only to the extent of such
utilization), regardless of whether or not such Data is United Travel
Data or United PNR Data, (y) United Travel Data and United PNR Data
generated, processed or accessed in or from a United-Branded or United
Co-Branded site or service or from a Corporate Travel Site.
Notwithstanding the foregoing, United Site Data does not include
corporate travel policy data or corporate negotiated rate data, except
where any of such corporate data is also United PNR Data. "United
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Co-Branded" means that the Web site, the service, or the subsection of
a Web site or service, is co-branded with a United trademark, service
mark or logo, and both the United and non-United branding are
prominent features of the Web site, the service, or of a subsection of
such Web site or service (in the latter case, only such subsection
shall be deemed United Co-Branded).
B. Exclusions from United Data. United Data shall not include data or
information that (i) United makes generally available to the public
provided that ITN complies with any restrictions imposed on such general
-------- ----
availability and, provided that the foregoing shall not include United Data
-------- ----
made available through computer reservations service providers ("CRSs") and
travel agencies; (ii) ITN obtains from specific third parties that United
has explicitly licensed to resell or otherwise redistribute United Data,
such specific third parties currently consisting of ATPCO, OAG and
Scientific Atlanta; (iii) is obtained by ITN from a third party who is
legally distributing such data or information; (iv) was independently
developed by ITN without use of, or reliance on, any United Data; or (v)
was inputted, generated, processed or accessed in or from a Corporate
Travel Site (other than Data directly or indirectly originally generated by
United); provided that, subject to agreement between ITN and United on the
-------- ----
cost to ITN of providing such access to United, ITN agrees that it will
comply with any access agreement between a corporate travel client and
United allowing such access. With respect to Section 1.B (iii), and during
the term and for purposes of this Agreement only, such distribution will be
deemed illegal if (W) United has obtained an injunction, or a dispositive
and final administrative or judicial ruling in favor of United on the
merits of the case, against any party who is a substantial source of such
United Data with respect to the distribution of the data or information
which such third party is providing to ITN, (X) such data and information
is being distributed to ITN pursuant to similar laws and contractual
obligations; (Y) United is actively pursuing the other substantial sources
of such United Data; and (Z) with respect to an administrative ruling, the
third party stops the distribution of the data or information.
Notwithstanding the foregoing, United Content shall not be subject to any
of the provisions of this Section 1.B.
C. United Branded and Co-Branded Sites and Services. ITN acknowledges and
agrees that, as against United, it shall not claim ownership of any data or
information inputted, gathered, processed, or accessed in or from any
United Branded or Co-Branded site or service where United has arranged the
branding relationship (other than data and information directly or indi-
50
<PAGE>
rectly originally generated by ITN, which will not be considered United
Data). United acknowledges and agrees that, as against ITN, (i) it shall
not claim ownership of any data or information inputted, gathered,
processed or accessed in or from any United Branded or Co-Branded site or
service (other than data and information directly or indirectly originally
generated from United), where ITN has arranged the branding relationship,
unless otherwise mutually agreed between ITN and United in writing and (ii)
such data and information shall not be deemed United Data.
D. Data Ownership. Except as otherwise set forth in Section 1.C, as
between ITN and United, ITN agrees and acknowledges that United exclusively
owns, for all time, all right, title, and interest throughout the world, in
and to United Data and ITN shall, and hereby does, irrevocably assign to
United any and all such right, title and interest in or to such United Data
that may vest in ITN.
E. United-Related Data. ITN may provide United with access to all United-
Related Data in ITN's reasonable discretion, provided that in the event ITN
-------- ----
makes such types of Data available to any of United's airline competitors
or a company that provides a product or service that competes with a United
Service, ITN shall also make such Data available to United. ITN shall
provide such United-Related Data to United royalty-free, provided that if
-------- ----
ITN charges a fee for such Data to third parties, then United shall be
offered the most favorable or better royalty terms offered by ITN to any
such third party, and provided further that United accepts all other
-------- ------- ----
relevant restrictions and obligations and conditions applied to such third
party. "United-Related Data" means any data, information or content that is
not United Site Data, but that relates to United Flights or United
Services. United agrees to use such United-Related Data only for marketing
and developing United Flights and United Services, except that if any
United-Related Data is also made available by ITN to any third party,
United shall not be bound by any more restrictive provisions from ITN than
are offered to any of United's airline competitors or a company that
provides a product or service that competes with a United Service. United
shall not disclose United-Related Data to a third party except where such
third party is providing marketing services on behalf of, or for, United,
and where such third party is bound by confidentiality and use
restrictions.
F. Future Rights. The provisions of Sections 1 and 2 of this First
Addendum shall apply to ITN during the first 12 months that this First
Addendum is in effect. Thereafter, provided that this First Addendum has
51
<PAGE>
not been terminated, ITN shall be subject to, and will comply with, United
Data ownership and licensing provisions which shall be not substantially
more restrictive on ITN than United generally and on average applies to ITN
competitors (in the cases of ITN's technology platform and its travel
agency service) that are reasonably deemed by United to be similarly
situated to ITN in terms of competing products, revenue volumes, scope of
services, breadth of customer base, and any other criteria reasonably
determined by United (after seeking advice from ITN) to constitute a fair
and judicious application of its data ownership rights under the Agreement
in light of all then existing and relevant circumstances. Notwithstanding
the foregoing, in the event that during the first 12 months that this First
Addendum is in effect, United enters into an agreement with a third party
providing such party with the right to distribute United Data for a
particular service, United shall license ITN the right to distribute such
United Data for the same service, and such service shall be deemed an ITN
Service for purposes of this First Addendum, including with respect to
scope of license and royalties. In the event that after the first 12 months
that this Addendum is in effect, a third party is using United Data in
connection with a particular service, United shall not object to ITN's
right to obtain United Data for the same service, unless (W) United has
obtained an injunction, or a dispositive and final administrative or
judicial ruling in favor of United on the merits of the case, against any
party who is a substantial source of such United Data with respect to the
distribution of the data or information which such third party is providing
to ITN, (X) such data and information is being distributed to ITN pursuant
to similar laws and contractual obligations; (Y) United is actively
pursuing the other substantial sources of such United Data; and (Z) with
respect to an administrative ruling, the third party stops the distribution
of the data or information.
G. ITN Data. Notwithstanding the above, United shall have no rights to
data inputted, generated, processed or retrieved related to monitoring the
performance of, modifying or improving the Reservation System or the
performance of the Services, including without limitation any bug reports
or similar data generated during the performance of the Agreement, and (ii)
nothing shall prevent ITN from performing similar services for other
clients, including without limitation, generating, processing, or
retrieving the same data from any third party sources, provided such
services do not utilize any United Data, United Content or United
Proprietary Information.
52
<PAGE>
2. ITN License to United Data.
---------------------------
A. License Grant. United hereby grants ITN a nonexclusive, worldwide
license to use, reproduce, electronically distribute, publicly display and
publicly perform United Data as required to develop, market, sell and
perform ITN Services via intranet, internet, wireless, broadcast, paper,
computer disk, cable and telephone (the "Licensed Technology"). "ITN
Services" shall mean (i) accessing of real-time flight inventory normally
associated with wholesale, consolidator, retail or privately negotiated
corporate fares, (ii) arranging, booking and ticketing travel reservations,
and providing post ticketing services (iii) gathering and reporting to or
for ITN customers United Data that a customer requires in order to plan,
verify, and manage their actual travel, such as usage, fares, trends,
policy or compliance that directly relate to each such ITN customer's use
of United Flights or United Services, (iv) gathering for, and reporting to,
an ITN client statistical data on the number and booking dollar value of
transactions processed by ITN for that client, (v) providing United Data in
connection with a corporate travel client's internal expense reporting
requirements, provided that such client receives only such United Data that
-------- ----
relates directly to that specific corporate travel client, (vi) gathering
and distributing data specifically for the limited purposes of complying
with the Air Transport Association's ("ATA") Recommended Practices for the
Providers of Electronic Reservation Services ("Recommended Practices"), as
such Recommended Practices may be modified from time to time; (vii)
aggregating end-user data for the limited purposes of billing United for
fees based on individual transactions per Exhibit B annexed to the
Agreement, (viii) gathering data in order to monitor internally the
Reservation System's performance, (ix) aggregating transaction data for the
limited purposes of marketing ITN's services by gathering and reporting
statistical data on the number and booking dollar value of transactions
processed by ITN, provided, however, that such statistical data shall not
disclose the number and booking dollar value of transactions related solely
to United and (x) consulting with respect to, or outsourcing of, corporate
travel management functions, provided ITN does not use or manipulate United
Data for a corporate travel client other than such United Data that
directly relates to that specific corporate travel client, except in
connection with providing such client aggregated travel data (subject to
the penultimate sentence of this Section 2.A). With respect to Section
2.A(iii) immediately above, United hereby approves all uses of corporate
customer and travel agency components of United Data required by ITN to
exercise its rights hereunder or meet its contractual obligations hereunder
or to other parties.
53
<PAGE>
Except as provided in (iii) and (iv) above, ITN shall not make any use or
disclosure of travel-related data, whether through aggregation, profiling,
data-mining or any other technique such that a third party could infer or
otherwise ascertain United Data or information about United Flights or
United Services from such data or use. With respect to this Section 2.A,
United shall treat ITN no less favorably than United treats ITN's
competitors.
B. Royalties. United and ITN agree that United may, from time to time,
require the payment of royalties for any new or existing ITN Services, such
royalties and related provisions to be negotiated either through separate
agreement or as amendments to existing agreements. United and ITN agree
that any royalties shall be the most favorable or better royalty terms
offered by United to any third party, provided ITN accepts all other
--------
relevant restrictions and obligations and conditions. Notwithstanding the
foregoing, United shall license United Data to ITN on a royalty-free basis
during the first 12 months after the effective date of this First Addendum.
C. Limitations on ITN License to United Data.
(i) Except as provided in Section 2.A above, ITN shall not disclose,
use, license, sell or otherwise transfer or dispose of any United
Data, or provide any product or service using or based on United Data,
on its own behalf or on behalf of any third party for any purpose
whatsoever, in each case without the prior written consent of United,
such consent to be at United's sole discretion.
(ii) Notwithstanding the license grant under Section 2.A. above or any
other rights granted under the Agreement (except under the last two
sentences of Section 1.F), United reserves the right to terminate or
modify ITN's license rights, or access, to United Data with respect to
any Pre-Approved Service(s) (other than Core Services) after ninety
(90) days' prior written notice to ITN (the "Service Termination
Notice"). "Core Services" means those ITN Services being provided by
ITN as of the Effective Date in the same (or substantially the same)
format and technology in which the Services are being provided as of
such Date. "Pre-Approved Services" means ITN Services that United has
approved in writing. Before United may send a Service Termination
Notice, it must provide ITN a written pre-termination notice notifying
ITN of United's intent to send a Service Termination Notice not less
than thirty (30) days before United intends to send the Service
Termina-
54
<PAGE>
tion Notice (the "Pre-Termination Notice"). During the 30 days after
the date of the Pre-Termination Notice, ITN and United will conduct
good faith negotiations to resolve any issues which arise as a result
of such Pre-Termination Notice. Failing resolution of all such issues
between the parties during said 30-day period; thereafter, United may
send the Service Termination Notice.
(iii) Notwithstanding the license grant under Section 2.A. above or
any other rights granted under the Agreement (except under the last
two sentences of Section 1.F), United reserves the right to terminate
or modify ITN's license rights, or access, to United Data with respect
to any ITN Service that is not a Pre-Approved Service or a Core
Service on fourteen (14) days' prior written notice in the event that
United believes, in its reasonable discretion, that such ITN Service
has or will substantially harm United with respect to its data rights.
Within 48 hours of providing such notice, United shall make
appropriate personnel available to discuss with ITN United's
objections to the ITN Service being provided.
(iv) Except as expressly permitted herein, otherwise required by
applicable law or governmental regulations, or otherwise permitted in
writing by United, ITN shall have no rights relating to United Data.
(v) Except as otherwise provided herein, including without limitation
Section 1.C hereof, ITN shall provide United with access to all United
Data in such manner and format as is reasonably requested by United,
provided that, in the event that ITN cannot comply with the foregoing
-------- ----
because of privacy obligations to ITN's customers or because of ITN's
contractual obligations or under law, ITN shall promptly inform United
of such inability to comply, and United and ITN shall mutually resolve
the issue, taking into account, among other things, United's
operational requirements to have access to such United Data. If United
requires access to any particular United Data and the provision of
such access would result in material marginal costs to ITN, then
United shall, upon prior written consent to such expenditures,
reimburse ITN for such marginal costs, provided that United shall in
-------- ----
no event be required to pay more than ITN's most favorable rates to
any third party with respect to similar types of access.
55
<PAGE>
(vi) ITN shall generate and maintain copies and records of United Data
only to the extent necessary or useful, and only for such time as is
necessary, for ITN to fulfill its obligations or exercise its rights
under this Agreement.
(vii) With respect to all agreements effective before the effective
date of this First Addendum, ITN shall promptly inform United of ITN's
obligations to third parties regarding United Data that are
inconsistent with this First Addendum (such disclosure to be in a
manner consistent with ITN's confidentiality obligations), and the
termination date of such agreements. ITN shall not enter into any
agreement with any third party, or renew or extend any such agreement,
that is inconsistent with this First Addendum.
(viii) United has the final right of approval for any use of United
Content, including the right to approve any user interface and designs
utilizing United Content.
D. Limitation on United Rights. United shall have no rights to data
inputted, generated, processed or retrieved related to monitoring the
performance of, modifying or improving the Reservations System or the
performance of the Services, including without limitation any bug reports
or similar data generated during the performance of this Agreement.
E. Aggregation of Data. Notwithstanding the above, nothing contained
herein (including the provisions of Section 21 Confidential Information of
the Agreement) shall prohibit ITN from using or disclosing United Data in
an aggregate or statistical composite form to perform the limited purposes
described below in this Section 2.E. For this purpose, United hereby grants
ITN a limited license for the term of the Agreement, to (i) gather and
distribute data specifically for the limited purposes of complying with the
Air Transport Association's ("ATA") Recommended Practices for the Providers
of Electronic Reservations Services ("Recommended Practices"), as such
Recommended Practices may be modified from time to time; (ii) aggregate
end-users data for the limited purposes of billing United for fees based on
individual transactions per Exhibit B annexed hereto; (iii) aggregate
transaction data for the limited purposes of marketing ITN's services by
gathering and reporting statistical data on the number and booking dollar
value of transactions processed by ITN, provided, however, that such
statistical data shall not disclose the number and booking dollar value of
transactions related solely to United; and (iv) gather
56
<PAGE>
data in order to monitor internally the Reservations System's performance.
3. Representations and Warranties.
A. With respect to United Data, United represents and warrants that, to
the best of its knowledge, it has the authority to grant the Licenses to
ITN and that the grant of the Licenses will not violate any law or
agreement or any right of any party. ITN's sole remedy for breach of this
Section 3.A. shall be the indemnity provided in Section 8 of the Agreement.
B. Data Warranty Exclusion. ITN AGREES AND ACKNOWLEDGES THAT UNITED DATA
MAY CONTAIN ERRORS, OMISSIONS AND OTHER INACCURACIES, AND THAT UNITED DOES
NOT WARRANT THE ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OF ANY UNITED DATA. UNITED SHALL NOT BE LIABLE TO ITN FOR ANY
INJURY, LOSS, CLAIM OR DAMAGE CAUSED IN WHOLE OR IN PART BY ANY
INTERRUPTION, ERROR, OMISSION, OTHER INACCURACY OR LIBELOUS INFORMATION
CONTAINED IN UNITED DATA.
4. Compliance with laws. ITN agrees that nothing in this First Addendum shall
be deemed a request, order or demand by United to ITN to violate any
governmental law, regulation or directive in performing its obligations
under this Agreement, including without limitation, any intellectual
property, privacy or data protection law, regulation or directive. ITN
agrees to comply with all such laws, regulations and directives.
5. Data Protection.
A. ITN shall implement reasonable data protection measures and policies to
protect the United Data and to prevent unauthorized use or disclosure of
United Data.
B. ITN shall promptly notify United of any actual, threatened or suspected
unauthorized disclosure, misuse or infringement of any United Data, and
shall provide reasonable assistance to United in connection with protecting
the rights of United.
57
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6. ITN Treatment of United
With respect to any ITN-owned data and United-Related Data, ITN shall in no
event treat United less favorably than ITN treats other airlines or a
company that provides a product or service that competes with a United
Service.
7. Term and Termination Provisions.
A. Section 3 of the Agreement is hereby deleted and replaced with the
following:
"This Agreement is effective on the date provided above (hereafter the
"Effective Date") and will continue thereafter, provided that
-------- ----
commencing 6 months after the Effective Date either party may
terminate this Agreement at any time on not less than one hundred and
eighty (180) days notice. Unless otherwise provided herein, Sections
8, 9, 15, 17, 18, 21, 29 and 30 of this Agreement will continue
thereafter in full force and effect and survive any termination or
expiration of this Agreement."
B. Upon termination of this Agreement, ITN shall promptly destroy all
United Data in ITN's possession or control, and certify such destruction to
United. Notwithstanding the foregoing, ITN may retain copies of United Data
for the earlier of: (a) the period necessary solely to comply with any
obligations to ITN's customers under written agreement existing as of the
date of termination, and solely for the then-current term of each such
agreement, and (b) three years from the initial receipt by ITN of such
United Data (collectively, the "Hold-Over Period"). In no event shall ITN
use such United Data for any party or purpose other than as permitted under
this First Addendum. Upon termination of the Hold-Over Period with respect
to United Data, ITN shall destroy all copies of each piece of United Data
and certify to United that such United Data has been destroyed. The
provisions of this First Addendum shall survive with respect to any and all
United Data held by ITN during the Hold-Over Period.
C. Notwithstanding Section 6.B, ITN may retain United Data to the extent
required by ITN to meet its legal or regulatory document retention
obligations. ITN shall maintain adequate storage and security measures to
58
<PAGE>
protect against the unauthorized access of any United Data, and shall be
liable for any unauthorized disclosure of any United Data. Promptly upon
the conclusion of ITN's document retention obligations, it shall destroy
all copies of United Data, and certify to United that such United Data has
been destroyed.
D. The following sections of this First Addendum shall survive termination
of the Agreement and this First Addendum: Sections 1.A (iii) and any
related definitions, 1.B, the exclusions from United Data in 1.C, 1.D
and 3.B (each with respect only to United Site Data that is United Data).
59
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CRS COSTS
In exchange for United covering [*] of ITN's CRS costs related to phone
line communications charges, terminal address access fees, communications and
interface hardware, Apollowise's incremental PNR threshold rate increase, and
$BBQ's per request fee, that are incurred solely in connection with United-
Branded and United Co-Branded Web sites or services, ITN will pass on to United
[*] of any sources of booking fee credit (e.g., cost offsets) plus [*] of
any sources of CRS revenues (e.g., rebates) attributable to United-Branded and
United Co-Branded Web sites or services. With respect to all United Branded or
United Co-Branded Web sites, ITN will review with United and gain United's
approval in advance of (i) ITN launching a new Web site or a new service which
incurs incremental CRS costs, or (ii) any major functional improvement to a Web
site or a service that incurs incremental CRS costs. United will provide
administrative, educational and consultative support and assistance in order to
help ITN to maximize those CRS credits and CRS rebates. Notwithstanding the
above, United retains the right to negotiate the financial terms of such matters
directly with any CRS vendor for United-Branded or United Co-Branded Web sites
or services. United acknowledges that it, and not ITN, shall be liable for any
taxes imposed on ITN (other than taxes on ITN's income) resulting from the
provision of the foregoing pass-through services by ITN. In the event that the
pass-on of rebates and credits is not deemed to be deductible for income tax
purposes, then United shall be liable for the resulting income taxes.
[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
60
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On behalf of United Airlines Inc.
By: /s/ [illegible signature]
-------------------------
Name:
-------------------------
Title:
-------------------------
Date:
-------------------------
On behalf of Internet Travel Network
By:
------------------------
Name:
------------------------
Title:
------------------------
Date:
------------------------
61
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On behalf of United Airlines Inc.
By:
------------------------
Name:
------------------------
Title:
------------------------
Date:
------------------------
On behalf of Internet Travel Network
By: /s/ Richard D.C. Whilden
------------------------
Name: Richard D.C. Whilden
------------------------
Title: President & CEO
------------------------
Date: May 9, 1998
------------------------
62
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INTERNET TRAVEL NETWORK AGP 101/102-CUSTOM 01/99
CONTRACT NO. 173225
CONTRACT EFFECTIVE DATE: July 1, 1998
EXHIBIT 10.17
SUBSCRIBER SERVICES AGREEMENT
-----------------------------
1. SERVICES
--------
The individual or entity specified on the Customer Profile ("Subscriber")
has requested and, pursuant to the terms and conditions of this Subscriber
Services Agreement ("Agreement"), Apollo Galileo USA Partnership ("AGP")
will provide to Subscriber the Services specified on each Services
Designator. This Agreement will apply to additional Services by agreement
of the parties without the necessity of signing a contract amendment. AGP's
provision of Services shall include a license to use the Software provided
hereunder. AGP will deliver and install the hardware and provide access to
Apollo Services, provided that Subscriber has, at its own expense, made any
construction, wiring or other modification necessary to install and connect
the Services.
2. DEFINITIONS
-----------
For purposes of this Agreement, each of the following terms shall have the
meaning specified.
A. "Apollo Booking" means a booking for the services of an air, car,
hotel, cruise or tour vendor that participates in Apollo Services,
less cancellations thereof, which (i) is made by Subscriber directly
via the Services; (ii) results in a fee payable directly or indirectly
by the vendor to AGP; (iii) is not speculative, fictitious, or made
solely for the purpose of achieving productivity-based booking
objectives; and (iv) with respect to passive air bookings, has a BK,
GK or HK status code.
B. "Documentation" means all manuals, operating procedures, instructions,
guidelines, and other materials provided by AGP to Subscriber,
including oral instruction and electronic formats.
C. "Location" means the address, as specified on a Services Designator,
at which Services are provided by AGP.
D. "Services" means the Apollo Reservations and Ticketing Service (also
referred to as "Apollo Services") and related products, including all
software provided hereunder ("Software"), hardware, Documentation,
support, and such other services licensed, leased or provided to
Subscriber by AGP.
E. "Transaction" means a message accessing Apollo Services that is
transmitted by Subscriber.
3. USE OF SERVICES
---------------
A. Subscriber will utilize the Services strictly in accordance with the
Documentation. Prohibited uses include servicing or training any third
party (except as expressly provided for in the Reservations Services
Attachment hereto); making speculative, duplicative or fictitious
bookings (except for test or demonstration purposes, which bookings
shall be promptly canceled); and any other use which may be prohibited
by AGP. Subscriber must limit access to the Services to its employees,
agents, subcontractors and consultants having a need for such access
for the purposes of servicing the travel requirements of clients
("Permitted Persons") and may not disclose or make the Services,
including Apollo Services displays, available to any other third
party. Subscriber shall be liable for any improper disclosure made by
the Permitted Persons.
B. If Subscriber licenses AGP's Selective Access/Global Access product,
Subscriber may authorize another AGP subscriber to access the client
records entered into Apollo Services by Subscriber; provided, however
(i) AGP shall have no responsibility or liability whatsoever with
respect to such authorization or access; and (ii) AGP may restrict
such access immediately upon written notice to Subscriber.
C. AGP will provide repair and maintenance services for the AGP hardware.
Subscriber is prohibited from performing repair and maintenance on the
AGP hardware itself or through a third party. Subscriber shall be
responsible for all costs and expenses of repair required for any
reason other than ordinary, authorized use. Subscriber may not
disconnect the Services.
D. AGP may, at its discretion, enhance or modify a Service and may offer
new Services to Subscriber; provided, however, no modification shall
be made which would be considered a hardware or Software
[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>
downgrade without Subscriber's prior consent. Subscriber's use of any
enhanced, modified or new Service will constitute its agreement to the
terms and conditions pertaining to such use, which shall be
communicated to Subscriber in advance, either in written or electronic
form.
4. CHARGES
-------
A. Subject to the following productivity program, Subscriber will pay to
AGP all charges (plus taxes and other governmental assessments
directly applicable to the provision of Services by AGP) assessed by
AGP in accordance with this Agreement.
(i) Each month, AGP will calculate the number of Apollo
Bookings made by Subscriber during the prior month through
-------------
the pseudo city codes specified on each Services Designator
---------------------------------------
hereto ("Actual Bookings"). If Subscriber's Actual Bookings
meet or exceed [*], then AGP will apply a credit
("Apollo Booking Credit") to the charges incurred by
Subscriber during such prior month equal to [*],
plus [*] for each Actual Booking achieved during the
prior month in excess of [*]. If Subscriber's Actual
Bookings do not meet or exceed [*], then AGP will apply
an Apollo Booking Credit to the charges incurred by
Subscriber during such prior month equal to [*]
multiplied by the Actual Bookings.
(ii) Every 6 months, the Apollo Booking Credit for each of the
prior 6 months will be applied to the charges incurred by
Subscriber during such 6-month period. If the total Apollo
Booking Credit is less than the total charges incurred
during the 6-month period, Subscriber will pay to AGP the
difference within 30 days of the reconciliation. If the
total Apollo Booking Credit exceeds the total charges for
such period, AGP will pay Subscriber the difference within
30 days of the reconciliation.
(iii) The calculations hereunder will be based solely on AGP's
records.
B. Initially, the Monthly Fixed Charges for terminal addresses ("TA's")
and global terminal identifiers ("GTID's") will be [*] for [*]
TA's/GTID's. Upon completion of the first year of this Agreement, AGP
will calculate the then-current quantity of TA's/GTID's provided to
Subscriber hereunder and will multiply such quantity by [*]. The
result thereof will be the Monthly Fixed Charges for TA's/GTID's for
the next 12 months. The TA/GTID Monthly Fixed Charges for each
subsequent year will be calculated in the same manner upon completion
of each year of this Agreement. TA's and GTID's may only be added or
deleted in blocks of 100 and Subscriber shall be assessed a fee of
[*] for each request to add or delete blocks; provided, however,
AGP has agreed to waive the [*] fee for the addition of blocks . At
such time Subscriber has been provided [*] TA's/GTID's, AGP reserves
the right to negotiate the terms under which additional TA's/GTID's
may be added.
C. Past due balances will accrue interest at the rate of one percent (1%)
compounded monthly or the maximum rate permitted by law, whichever is
less. Payments returned for insufficient funds or other reasons will
be assessed AGP's current fee therefor. AGP may assess fees for new
Services and for Services that are currently provided at no charge;
provided, however, in no event may AGP assess fees for Services that
are expressly waived pursuant to the terms of this Agreement.
5. TERM
----
A. This Agreement will commence July 1, 1998 and will expire June 30,
2001; provided, however, Subscriber may elect to extend this Agreement
on a month-to-month basis for up to an additional six months.
Locations may be added to this Agreement during the first 24 months of
its term. The term of this Agreement for any such added Location will
commence on the first day of the month in which Services commence and
expire June 30, 2001.
B. Subject to availability, at Subscriber's request and upon AGP's
approval, Services may be added to existing Locations during the first
24 months of this Agreement. The term of this Agreement for any
approved additional Services will commence upon installation thereof
and will continue until June 30, 2001.
C. AGP reserves the right to negotiate the terms under which new
Locations and Services may be added during the last 12 months of the
initial term of this Agreement or during any extension of this
Agreement as specified in Article 5.A above; provided, however that
this Article 5.C shall apply only if Subscriber wishes to add capital
Services (i.e., Services which AGP purchases from a third party, such
as workstations and printers). This Article 5.C shall not apply to
Subscriber's addition of non-capital Services, such as communications
lines, TA's and GTID's.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>
D. Notwithstanding anything to the contrary in this Agreement, provisions
which by their nature and intent should survive its expiration or
termination, including, but not limited to, those relating to
confidentiality, liquidated damages, Software license restrictions,
and risk of loss, shall so survive.
6. LICENSE RESTRICTIONS
--------------------
Subscriber may not copy, reproduce or duplicate the Software and related
Documentation or any portion thereof, except to the extent reasonably
necessary for backup purposes. Subscriber may not modify, alter,
disassemble, reverse assemble, reverse compile, or reverse engineer the
Software or any portion thereof. The Software is the proprietary
information and trade secret of AGP, its licensors, or such other third
party with whom AGP has a distributorship agreement, or the licensors of
such third parties. All licenses for Software provided hereunder terminate
upon expiration or any termination of the Agreement.
7. RISK OF LOSS
------------
Subscriber has no ownership, right or title in or to any Service, and may
not remove identifying marks from the Services or subject same to any lien
or encumbrance. Subscriber accepts full responsibility for loss or damage
to the AGP-provided hardware and, in the event thereof, Subscriber must pay
AGP the insurance value therefor as specified on the Services Designator.
8. THIRD PARTY PRODUCTS
--------------------
Any product not provided by AGP ("Third Party Product") which sends
Transactions to or interfaces with Apollo Services may only do so through a
certified platform as identified in an Apollo Services profile. AGP shall
have no liability whatsoever with respect to Third Party Products and
Subscriber shall indemnify and hold harmless AGP for all claims against AGP
resulting from or related to a Third Party Product. In order to protect or
maximize the operability of Apollo Services, AGP may require that
Subscriber temporarily or permanently discontinue its use of any Third
Party Product. Subscriber acknowledges and agrees that the Reservation
Services, as described in the Reservation Services Attachment hereto, are
Third Party Products.
9. WARRANTIES
----------
A. AGP MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES OR ANY
PRODUCT OR SERVICE PROVIDED BY AGP, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
B. Subscriber represents and warrants that no written or oral
representation or warranty made or information furnished by Subscriber
to AGP, including the Customer Profile, contains any untrue statement
of material fact.
10. LIMITATION OF LIABILITY
-----------------------
AGP shall not be liable for and Subscriber hereby waives and releases AGP,
its owners, officers, directors, employees, affiliates, agents, successors
and assigns from all obligations and liabilities and all rights, claims and
remedies of Subscriber against them, express or implied, arising by law or
otherwise, due to any defects, errors, malfunctions, performance, failure
to perform, or use of the Services, or any part thereof, or for
interruptions of service, including any liability or claim in tort, for
acts of AGP's subcontractors, or for loss of revenue, profits or data, or
any other direct, indirect, incidental, special or consequential damages.
11. TERMINATION FOR CAUSE
---------------------
A. If either party (the "Defaulting Party") becomes insolvent; if a
receiver of the Defaulting Party's assets is appointed; if the
Defaulting Party takes any step leading to its cessation as a going
concern; or if the Defaulting Party ceases to do business or otherwise
ceases or suspends operations for reasons other than an event of force
majeure, then the other party may immediately terminate this Agreement
on written notice to the Defaulting Party or may require that certain
conditions are met in order to avoid such termination.
B. If either party (the "Defaulting Party") fails to perform or observe
any of its obligations hereunder, and such failure continues for a
period of 30 business days after written notice to the other party
(except in any circumstance where a cure is impossible in which case
there shall be no cure period), then the other party (the "Insecure
Party") may immediately terminate this Agreement. If Subscriber is the
Defaulting Party hereunder, then, without prejudice to any other
rights or remedies of AGP, including the right to recover
<PAGE>
liquidated damages, all or any of the rights of Subscriber under this
Agreement shall, at the option of AGP, be terminated, reduced or
restricted.
12. INDEMNIFICATION
---------------
A. Subscriber shall indemnify and hold harmless AGP, its owners,
officers, directors, employees, affiliates, agents, successors and
assigns, against and from any and all liabilities, damages, losses,
expenses, claims, demands, suits, fines or judgments, including
reasonable attorneys' fees, costs and expenses incident thereto, which
may be incurred by AGP by reason of any loss, damage, or destruction
of property, including loss of use thereof, or any other loss or claim
whatsoever, whether in contract or tort, law or equity, arising out of
or in connection with any act, failure to act, error or omission of
Subscriber, its owners, officers, directors, employees or agents in
the performance or failure of performance of its obligations under
this Agreement.
B. AGP warrants and agrees that it will defend any suit that may be
brought against Subscriber by any third party for alleged infringement
of any patent, trademark, copyright or other intellectual property
right relating to Subscriber's use of the Services, and that AGP will
indemnify and hold Subscriber harmless from and against any loss,
damages, costs and expenses (including attorneys' fees) which may be
incurred by the assertion of such third party claim. As a condition to
the foregoing, Subscriber shall (i) promptly notify AGP in writing of
the action; (ii) permit AGP full authority to defend or settle the
action; and (iii) cooperate with, and provide all available
information, assistance and authority to AGP to defend or settle the
action. AGP shall not be liable for any costs, expenses, damages or
fees incurred by Subscriber in defending such action or claim, unless
authorized by AGP in advance and in writing.
13. LIQUIDATED DAMAGES
------------------
A. If AGP terminates this Agreement for cause, or if Subscriber
terminates this Agreement other than for cause, then Subscriber shall
pay to AGP liquidated damages as follows: (a) [*] of the product of
the Monthly Fixed Charges multiplied by the number of months remaining
under the term of this Agreement ("Remaining Months"); plus (b) [*] of
the product of the total amount of Variable Charges billed during the
month preceding termination multiplied by the Remaining Months; plus
(c) AGP's then-current Deinstallation Charge for removal of Services.
B. If there is an action to enforce this Agreement or seek remedies for
breach of this Agreement by a party hereto, then the prevailing party
shall be entitled to reimbursement from the non-prevailing party of
all attorneys' fees and court costs incurred by the prevailing party
in pursuing such action.
14. CONFIDENTIALITY
---------------
Neither party shall disclose the trade secrets and proprietary and
confidential information of the other party, including, but not limited to,
the provisions of this Agreement; provided, however, either party may share
the terms of this Agreement with its accountant and attorney strictly on a
need-to-know basis or as required by law. Subscriber shall not use the
name, logo or product names of AGP in brochures, proposals, contracts or
other publicly disseminated materials without first securing AGP's written
approval.
15. GOVERNING LAW; JURISDICTION
---------------------------
This Agreement and any disputes arising under or in connection with this
Agreement shall be governed by the internal laws of the State of Illinois,
without regard to its conflicts of laws principles. All actions brought to
enforce, arising out of or relating to this Agreement shall be brought and
tried in federal or state courts located within the County of Cook, State
of Illinois, and the parties hereby consent to submit to the personal
jurisdiction of such courts and to venue therein.
16. SALE AND ASSIGNMENT; AGENCY ACQUISITIONS
----------------------------------------
A. Subscriber may not assign this Agreement without the prior written
consent of AGP, which consent shall not be unreasonably withheld. In
the event Subscriber sells substantially all of its assets, but fails
to secure AGP's consent to assign this Agreement, Subscriber will
remain liable to AGP to perform all of its obligations hereunder,
including the obligation to pay any and all charges specified in this
Agreement.
B. During the term of this Agreement, Subscriber may acquire a travel
agency and desire to obtain Services from AGP for such travel agency.
The parties acknowledge that if, at the time of such acquisition, such
travel agency does not subscribe to the Apollo Services, then the
terms and conditions of this Agreement
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>
shall apply to all Services provided hereunder for such acquired
travel agency. The parties further acknowledge that if, at the time of
the acquisition, the travel agency is a party to a valid Apollo
agreement ("Other Agreement"), then the terms and conditions of this
Agreement shall apply to all Services provided hereunder for such
acquired travel agency; provided, however, that (i) there is less than
24 months remaining in the term of the Other Agreement; and (ii) if
financial assistance was provided under the Other Agreement which was
not conditional upon the travel agency's achievement of certain
booking levels, then AGP shall be reimbursed a pro rata share of such
financial assistance provided, based on the number of months remaining
in the term of the Other Agreement.
17. GENERAL
-------
A. Except for Subscriber's payment obligations hereunder, neither party
shall be deemed to be in default or liable for any delays if and to
the extent that performance is delayed or prevented by force majeure.
B. AGP or its agent shall, upon providing reasonable notice, have the
right to enter upon any Location during normal business hours for the
purpose of (i) monitoring, inspecting, or repairing the AGP hardware;
(ii) monitoring the users' operation of the Services; and (iii)
removing the Services upon termination of this Agreement.
C. Nothing in this Agreement is intended or shall be construed to create
any agency, partnership or joint venture relationship between the
parties.
D. The failure of either party to exercise or its waiver or forbearance
of any right or privilege under this Agreement shall not be construed
as a subsequent waiver or forbearance of any such term or condition.
E. Any notice permitted or required to be given hereunder shall be sent
by first class mail, postage prepaid, or by any more expedient written
means to the address of Subscriber as specified on the Customer
Profile; notices to AGP shall be sent to: Apollo Galileo USA
Partnership, 9700 West Higgins Road, Suite 400, Rosemont, IL 60018,
ATTN: Legal Department-Contract Notices.
F. If any provision of this Agreement is held invalid or otherwise
unenforceable, the enforceability of the remaining provisions will not
be impaired thereby.
18. ENTIRE AGREEMENT
----------------
This Agreement, together with any attachments now or hereafter made, each
of which is, without further affirmation, added to and made a part hereof,
constitutes the entire agreement and understanding of the parties on the
subject matter hereof and, as of the Contract Effective Date, supercedes
all prior written and oral agreements between the parties pertaining to the
subject matter hereof. In the event that the provisions of an attachment
conflict with any terms herein, then the provisions of the attachment shall
control.
By signing below, the parties acknowledge their acceptance of the terms and
conditions of this Agreement and its attachments.
SUBSCRIBER APOLLO GALILEO USA PARTNERSHIP
Signature: /s/ Matthew Ackerman Signature: /s/ Sally Laprenere
------------------------ --------------------------
Printed Name: Matthew Ackerman Printed Name: Sally Laprenere
--------------------- -----------------------
Title: V P Finance Title: Manager Contracts
---------------------------- ------------------------------
Date: 1/18/99 Date: Jan 20 1999
----------------------------- -------------------------------
<PAGE>
OPTIONAL SERVICES ATTACHMENT
________________________________________________________________________________
AGP will provide the following optional Services as requested and paid for by
Subscriber. The charges ("Variable Charges") are assessed monthly, unless
otherwise specified. Other optional Services may be offered to Subscriber from
time to time. Subscriber's use of an optional Service will constitute its
agreement to pay the associated Variable Charges and to follow the procedural
guidelines established by AGP. AGP may discontinue its provision of an optional
Service upon written notice to Subscriber. For purposes of this Attachment, the
term "pseudo" means the unique alpha/numeric designator(s) assigned by AGP for a
Location.
<TABLE>
<S> <C>
1. AUTOMATED TICKET AND BOARDING PASS (HOME OFFICE LOCATION AND BRANCHES)* $ [*]
2. AUTOMATED TICKET AND BOARDING PASS (SATELLITE PRINTER LOCATIONS)* $ [*]
</TABLE>
*On a monthly basis, per Location, AGP will calculate the total number of
transmissions resulting in each of the following: tickets (including
electronically transmitted tickets or entitlements), boarding passes,
itineraries, invoices (including those utilizing the Ticket Invoice
Numbering System "TINS"), and machinable interface records. The greatest
quantity of transmissions for one of these items will be assessed the
[*] each charge.
<TABLE>
<S> <C>
3. OPTIONAL TRANSITIONAL TICKET STOCK
Ticket Transmission (including electronically transmitted tickets and entitlements) $ [*]
Itinerary and Machinable Interface Record Transmission [*]
Itinerary Invoice Using TINS [*]
4. PRO-FILES - [*] per pseudo per month at no charge; thereafter: [*]
5. PREVIEW PLUS
Demand Mode [*]
Quick Return Mode [*]
Batch Mode n/c
6. PRINT QUEUE [*]
7. AUTOMATED ARC REPORT [*]
8. GROUPMANAGER TICKET SUMMARY REPORT [*]
9. PAST DATE QUICK (maximum [*] per month, per pseudo) [*]
10. SELECTIVE ACCESS / GLOBAL ACCESS
One-Time Fee $ [*]
Customized Permission Record [*]
11. SPECTRUM
One-Time Fee [*]
Monthly Fee [*]
Spectrum Enhancement Software; per release (one-time fee) [*]
12. TELECHECK
Activation Fee (one-time) [*]
Monthly Fee [*]
Transaction Fee - [*] per pseudo per month at no charge; thereafter: [*]
13. ADDRESS VERIFICATION (fee waived for Telecheck subscribers) [*]
14. PRIVATEFARES (one-time) $ [*]
15. BEST BUY QUOTE
Base Fee - Per Access Device (maximum [*] per Location) [*]
An "Access Device" is any component at which a point of access to
Apollo Services is provided, including, but not limited to, AGP and
Subscriber workstations, terminal addresses and global terminal
identifiers.
Transaction Fee - 500 Best Buy Quote Transactions per Access Device
(maximum [*] Best Buy Quote Transactions per Location) are included in
Base Fee; thereafter: $ [*]
</TABLE>
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>
OPTIONAL SERVICES ATTACHMENT (continued)
<TABLE>
<S> <C>
16. APOLLO MONITOR $ [*]
17. FOCALPOINT DIAL-UP EDITION
One-Time License Fee $ [*]
Disconnect Fee $ [*]
Usage Fee (per license; usage prorated in one minute increments after minimum is met) $ [*]
Local Access* [*]
Domestic 800 Number Access (if local access is not available) [*]
International Access* (based on international gateway of telephone call) [*]
(*currently provided by MCI)
Additional Documentation [*]
18. GLOBALWARE
Monthly Maintenance Fee (as specified on Services Designator)
Help Desk - Phone Support Fee $ [*]
19. APOLLOWISE
[*] per Transaction in excess of Baseline Transactions for the month
(defined as an average of [*] Transactions per Apollo Booking per month).
20. MEMBERSHIP PRO-FILE (per master account record, plus PRO-file charge specified above) $ [*]
21. TRAVELPOINT.COM
Initial License Fee (first site) $ [*]
Additional License Fee (each additional site) $ [*]
Transaction Fee, per passenger name record (subject to [*] monthly minimum) $ [*]
Change of Banner Graphic $ [*]
22. MAINTENANCE PREMIUM [*]
Applies for Subscriber-requested hardware maintenance outside the scope of
AGP's standard maintenance service. A service charge may be assessed for
failure or refusal to admit technician for scheduled service call.
23. EXTENDED SUPPORT SERVICES (third-party software phone support) $ [*]
24. PROJECTS [*]
Applies for projects such as equipment installations, deinstallations,
reconfigurations, upgrades, and office relocations.
25. SUPPLIES, TRAINING MATERIALS, MARKETING MATERIALS [*]
</TABLE>
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>
WAIVED VARIABLES ATTACHMENT
________________________________________________________________________________
Notwithstanding the provisions of the Optional Services Attachment to the
Agreement, the following provisions shall apply:
1. AGP will waive the Variable Charges for the following optional Services,
provided that Subscriber is meeting all of its obligations under the
Agreement.
TICKETING AND RELATED DOCUMENTS (ATB AND OPTAT)*
Tickets
Boarding Passes
Itineraries
Invoices (including TINS)
Machinable Interface Records
(*These charges shall be waived for the home office Location and full
service branches, as well as outplant Locations which perform reservation
and ticketing functions. The fees incurred at remote satellite ticket
printer Locations will not be waived.)
[*] - THE FEES FOR [*] PER MONTH WILL BE WAIVED
PREVIEW PLUS (all modes)
PRINT QUEUE
AUTOMATED ARC REPORT
GROUPMANAGER TICKET SUMMARY REPORT
PAST DATE QUICK
[*] - Monthly Maintenance Fees
The monthly maintenance fees for GlobalWare shall be waived. Subscriber
remains responsible to pay for all other fees pertaining to GlobalWare,
including, but not limited to, the support fees assessed in accordance
with this Agreement.
[*]
TELECHECK
[*]
FOCALPOINT DIAL-UP EDITION - One-Time License Fee
The one-time license fee for Focalpoint Dial-Up Edition shall be waived.
Subscriber remains responsible to pay for all other fees pertaining to
Focalpoint Dial-Up Edition, including, but not limited to, the usage fees,
disconnection fees, and additional documentation fees.
[*]
[*]
2. AGP and Subscriber have agreed to modify the pricing structure for the
following Services:
APOLLOWISE
The [*] per Transaction fee will be reduced to [*] per Transaction,
and applies for Transactions in excess of Baseline Transactions for the
month.
The Baseline Transaction of [*] will be increased to [*], and is defined
as the average Transactions per Apollo Booking per month.
BEST BUY QUOTE
Subscriber shall pay to AGP [*] per Best Buy Quote Transaction, and the
[*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TRATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>
RESERVATION SERVICES ATTACHMENT
________________________________________________________________________________
Subscriber has requested and AGP has agreed that Subscriber may use the Services
for the purpose of allowing individuals ("Users") to make air, car, hotel and
other travel-related bookings via the Internet, whereby Subscriber may make such
bookings on behalf of another travel agency via emulation of such travel agency
("Other Agency") or may route a booking made by a User to the travel agency
selected by the User ("Ticketing Agency") for ticketing purposes only. The
parties acknowledge that Subscriber may be one such Ticketing Agency. The
services provided by Subscriber as contemplated herein shall be collectively
referred to as the "Reservation Services".
1. GALILEO SYSTEM
--------------
An Other Agency or a Ticketing Agency may subscribe to the Apollo
computerized reservation system or the Galileo computerized reservation
system (each a "System"). Accordingly, AGP shall provide Subscriber access
to the Galileo System for the sole purpose of emulating Other Agencies that
use the Galileo System and routing bookings to Ticketing Agencies that use
the Galileo System. All terms and conditions of the Agreement that pertain
to the Apollo System shall apply equally to the Galileo System. The parties
acknowledge and agree that Subscriber's provision of Reservations Services to
subscribers of the Galileo System shall, under this Agreement, be limited to
those subscribers serviced by a Distributor (as defined below) which is owned
and controlled by Galileo International, L.L.C.
2. SUBSCRIBER'S RESPONSIBILITIES
-----------------------------
A. Subscriber is solely responsible to ensure that the Reservations Services
are compatible with the Systems and any modifications thereto. Further,
Subscriber is solely responsible to, and represents and warrants to AGP
that it shall use its best efforts to comply with all laws and
regulations of the countries within which it does business, including,
but not limited to, data protection laws.
B. In order to allow Subscriber to access the passenger name records and
PRO-file/Client File data contained in a System ("Records") for an Other
Agency, Subscriber must secure the written authorization from such Other
Agency to allow AGP or, in the case of an Other Agency which uses the
Galileo System, the distributor of such System ("Distributor") to
programmatically permit such access. The authorization shall be provided
in one of the following forms:
(i) If the Other Agency has contracted with Subscriber to receive
Reservation Services, then such Other Agency shall execute the
Request for Reservation Services (Agency) in the form attached
hereto as Exhibit A. Exhibit A shall be completed to identify
the appropriate Distributor and its address.
(ii) If a corporate client of the Other Agency ("Client") has
contracted with Subscriber to receive Reservation Services, then
the Other Agency shall execute the Request for Reservation
Services (Client) in the form attached hereto as Exhibit B.
Exhibit B shall be completed to identify the appropriate
Distributor and its address.
(iii) The parties agree that Requests for Reservation Services that
were executed under prior contract no. 30586 which remain valid
as of execution of this Agreement shall be deemed to be
authorized Requests for Reservation Services under this
Agreement.
The parties acknowledge that the Distributors may, at their discretion,
modify the terms of Exhibits A and B. Requests for Reservation Services
shall be mailed to the Distributor at the address specified on Exhibit
A or B, as applicable.
C. AGP shall waive the monthly fee of [*] for each location of an Other
Agency with respect to which Subscriber provides Reservation Services.
D. Subscriber or the Other Agency shall provide AGP [*] days' prior
written notice when terminating an Other Agency's Reservation Services.
In the event that the Reservation Services become incompatible with
Apollo Services, and Subscriber is unable to rectify the
incompatibility, then Subscriber shall provide AGP prompt written
notice thereof and this Attachment shall be immediately terminated.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>
3. DISTRIBUTOR'S RESPONSIBILITIES
------------------------------
AGP will use reasonable efforts to cause Distributor to provide
Subscriber access to the Records of the Other Agency within [*] days of
receipt of a Request for Reservation Services therefor. AGP will use
reasonable efforts to cause Distributor to disengage access to the
Records of the Other Agency within [*] days of receipt of written notice
therefor.
4. USE, INDEMNIFICATION AND WAIVER
-------------------------------
A. When performing Reservation Services, Subscriber shall use the
information contained in the Records solely for display entries, and
to make bookings and ticket as necessary to service Other Agencies
and Clients. Subscriber shall be liable for all monetary damages
suffered by an Other Agency as a result of any misuse by Subscriber
of the System or its access to the System. After any such misuse, AGP
may, at its option and upon written notice to Subscriber, immediately
terminate this Attachment.
B. Subscriber hereby agrees to release and indemnify and hold AGP, its
owners, officers, directors, agents, employees, affiliates,
successors and assigns, and each Distributor harmless from and
against any and all liabilities, damages, losses, expenses, claims,
demands, suits, fines or judgments, including, but not limited to,
attorneys' fees, costs and expenses incident thereto, which may be
suffered by, accrue against, be charged to or be recovered from AGP,
its owners, officers, directors, agents, employees, affiliates,
successors or assigns, or a Distributor by reason of, arising out of
or in connection with, any claim by a third party arising out of or
in connection with: (i) any act, error or omission of Subscriber, its
owners, officers, directors, agents or employees, or any act, error
or omission of an Other Agency or a Client, under or relating to this
Agreement or relating in any way to the Reservation Services; or (ii)
any claim that the use of any data, systems or software by
Subscriber, an Other Agency, or a Client in connection with
Reservation Services infringes any patent, copyright, trademark or
any other proprietary right of any person or entity.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>
EXHIBIT A
01/99
REQUEST FOR RESERVATION SERVICES
--------------------------------
(AGENCY)
--------
FROM: TO:
__________________________________ ______________________________________
Name of Agency - Pseudo City Code Name of Distributor
__________________________________ ______________________________________
Mailing Address Mailing Address
__________________________________ ______________________________________
AND TO:
Planned Activation Date:__________ Internet Travel Network / Pseudo SR7
("ITN")
4157 El Camino Way, Suite A
Palo Alto, CA 94306
1. The undersigned travel agency ("Agency") desires to utilize ITN's various
reservation services ("Reservation Services") and, in accordance therewith,
Agency hereby authorizes the above-named Distributor to programmatically
permit ITN to access passenger name records, PRO-files, Client Files and
other similar information created and maintained by Agency (the "Records") in
the Apollo or Galileo computerized reservation system ("System"), such access
to be permitted solely and exclusively for the purposes of providing the
Reservation Services to Agency and ITN agrees not to use or disclose any of
the information contained in the Records except for these purposes. ITN
warrants that it will act at all times in accordance with all applicable laws
with regard to the access provided hereunder. Agency warrants that it has,
where required by law, gained the consent of the passenger concerned for
access to be provided to personal data by ITN.
2. Agency agrees to release and indemnify, defend and hold Apollo Galileo USA
Partnership, its owners, officers, directors, employees, affiliates, agents,
successors and assigns (collectively, "AGP"), and Distributor harmless from
any and all liabilities, damages, losses, expenses, claims, demands, suits,
fines or judgments (including litigation costs, expenses and reasonable
attorneys' fees) which may be made, had, brought or recovered by any third
person by reason of or on account of Agency's use of, or action or inaction
in connection with, the Reservation Services, or which arises out of or in
connection with any claim that the use of any data, software or system by ITN
in connection with providing the Reservation Services to Agency infringes any
patent, copyright, trademark or any other proprietary right of Agency or any
other person or entity.
Agency waives and releases any and all obligations and liabilities of AGP and
Distributor, and any and all rights, claims and remedies against AGP and
Distributor, express or implied, arising by law or otherwise and solely
resulting from any System delays, errors, malfunctions or interruptions of
service experienced by ITN, whether or not beyond the control of Distributor
or caused in whole or in part by the negligence of Distributor, including any
liability, obligation, right, claim or remedy in tort, and including any
liability, obligation, right, claim or remedy for loss of revenue or profit
or any other indirect, incidental or consequential damages.
3. Agency has designated above, and on an additional page attached hereto if
necessary, the name, address and pseudo city code of each Agency location
which is covered under its agreement for access to the System (the "System
Agreement") and for which Reservation Services are to be provided. If, after
the execution of this Request, Agency elects to add branch locations which
are covered under its System Agreement, Agency shall provide Distributor and
ITN with additional Requests for Reservation Services.
4. ITN or Agency may terminate ITN's access to the Records at any location
included in this Request with 30 days' prior written notice to the other
affected entities. Notwithstanding the foregoing, if Agency's System
Agreement or the agreement between ITN and AGP regarding the Reservation
Services is terminated for any reason, the Reservation Services provided for
hereunder shall terminate concurrently therewith.
AGENCY
Signature: ___________________________________________________________
Printed Name: ___________________________________________________________
Date: ___________________________________________________________
<PAGE>
EXHIBIT B
01/99
REQUEST FOR RESERVATION SERVICES
--------------------------------
(CLIENT)
--------
FROM: TO:
__________________________________ ______________________________________
Name of Agency Name of Distributor
__________________________________ ______________________________________
Mailing Address Mailing Address
__________________________________ ______________________________________
__________________________________ AND TO:
Name of Client - Pseudo City Code
Internet Travel Network / Pseudo SR7
("ITN")
4157 El Camino Way, Suite A
Planned Activation Date:__________ Palo Alto, CA 94306
1. The undersigned travel agency ("Agency") desires to utilize Internet Travel
Network's ("ITN") various reservation services ("Reservation Services")
solely for its above-named corporate client ("Client") and, in accordance
therewith, Agency hereby authorizes the above-named Distributor to
programmatically permit ITN to access passenger name records, PRO-files,
Client Files and other similar information created and maintained by Agency
within the pseudo city code, as specified above, of the Client (the
"Records") in the Apollo or Galileo computerized reservation system
("System"), such access to be permitted solely and exclusively for the
purposes of providing the Reservation Services to Client and ITN agrees not
to use or disclose any of the information contained in the Records except for
these purposes. ITN warrants that it will act at all times in accordance
with all applicable laws with regard to the access provided hereunder.
Agency warrants that it has, where required by law, gained the consent of the
passenger concerned for access to be provided to personal data by ITN.
2. Agency agrees to indemnify, defend and hold Apollo Galileo USA Partnership,
its owners, officers, directors, employees, affiliates, agents, successors
and assigns (collectively, "AGP"), and Distributor harmless from any and all
liabilities, damages, losses, expenses, claims, demands, suits, fines or
judgments (including litigation costs, expenses and reasonable attorneys'
fees) which may be made, had, brought or recovered by any third person by
reason of or on account of Agency's use of or action or inaction in
connection with the Reservation Services, or which arises out of or in
connection with any claim that the use of any data, software or system by
Agency in connection with the Reservation Services infringes any patent,
copyright, trademark or any other proprietary right of any person or entity.
Agency waives and releases any and all obligations and liabilities of AGP and
Distributor, and any and all rights, claims and remedies against AGP and
Distributor, express or implied, arising by law or otherwise and solely
resulting from any System delays, errors, malfunctions or interruptions of
service experienced by ITN, whether or not beyond the control of Distributor
or caused in whole or in part by the negligence of Distributor, including any
liability, obligation, right, claim or remedy in tort, and including any
liability, obligation, right, claim or remedy for loss of revenue or profit
or any other indirect, incidental or consequential damages.
3. ITN or Agency may terminate ITN's access to the Records at any location
included in this Request with 30 days' prior written notice to the other
affected entities. Notwithstanding the foregoing, if Agency's agreement for
access to the System or the agreement between ITN and AGP regarding
Reservation Services is terminated for any reason, the Reservation Services
provided for hereunder shall terminate concurrently therewith.
AGENCY
Signature: ___________________________________________________________
Printed Name: ___________________________________________________________
Date:
<PAGE>
SERVICES DESIGNATOR
_______________________________________________________________________________
PSO: 1GOM INTERNET TRAVEL NETWORK
453 SHERMAN AVE.
PALO ALTO. CA 94308
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MONTHLY ONE-TIME INSURANCE
SERVICES FIXED CHARGES CHARGES VALUE
- -------- ------------- ------- ---------
<S> <C> <C> <C>
[*] MODEM [*] [*]
[*] TCP/IP MODEM [*] [*]
[*] ROUTER - 3 PORT - ETHERNET [*] [*]
[*] GOBAL TERMINAL ID [*] [*]
[*] NON-FOCALPOINT GOBAL TERMINAL ID [*] [*]
[*] TERMINAL ADDRESSES [*] [*]
[*] TCP/IP 56 KB LINE [*] [*]
[*] COMM LINE ENHANCED [*] [*]
[*] PRINT SERVER 486 9MB RAM 270MB HD ETHERNET [*] [*]
[*] APOLLO DOCUMENT PRINTER [*] [*]
[*] OKIDATA 320 PTR [*] [*]
[*] T1B10 PRT [*] [*]
[*] STACKER UNSECURED [*] [*]
[*] ACCESS CHARGE [*] [*]
[*] INTERFACE - MONTHLY [*] [*]
</TABLE>
TOTAL MONTHLY FIXED CHARGE [*]
TOTAL INSURANCE VALUE [*]
PROMOTIONAL SUPPORT: [*]
ALT PSEUDO: 1QG4 SR7
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>
IMPORTANT - READ CAREFULLY BEFORE USING OR CONTINUING TO USE ANY FOCALPOINT*
PRODUCT. The following License Agreement applies to you. By using any version of
Focalpoint containing Microsoft software, after receipt of this License
Agreement, you indicate your acceptance of the following Microsoft License
Agreement.
This is a legal agreement between you (either an individual or an entity) and
Microsoft Corporation. By using any version of Focalpoint containing Microsoft
software after your receipt of this License Agreement, you are agreeing to be
bound by the terms of this agreement. If you do not agree to the terms of this
agreement, promptly return the unused Focalpoint software in your possession and
the accompanying items (including written materials and binders or other
containers) to the place you obtained them.
GRANT OF LICENSE. This License Agreement permits you to use one copy of the
Microsoft software program (the "SOFTWARE") on a single computer. The SOFTWARE
is in "use" on a computer when it is loaded into temporary memory (i.e. RAM) or
installed into permanent memory (e.g., hard disk, CD-ROM, or other storage
device) of that computer. However, installation on a network server for the
sole purpose of internal distribution shall not constitute "use" for which a
separate license is required, provided you have a separate license for each
computer to which the SOFTWARE is distributed.
COPYRIGHT. The SOFTWARE is owned by Microsoft or its suppliers and is protected
by United States copyright laws and international treaty provisions. Therefore,
you must treat the SOFTWARE like any other copyrighted material (e.g., a book or
musical recording) except that you may either (a) make one copy of the SOFTWARE
------
solely for backup or archival purposes, or (b) transfer the SOFTWARE to a single
hard disk provided you keep the original solely for backup or archival purposes.
You may not copy the written materials accompanying the SOFTWARE.
OTHER RESTRICTIONS. You may not rent or lease the SOFTWARE, but you may
transfer the SOFTWARE and accompanying written materials on a permanent basis
provided you retain no copies and the recipient agrees to the terms of this
Agreement. You may not reverse engineer, decompile, or disassemble the
SOFTWARE. If the SOFTWARE is an update or has been updated, any transfer must
include the most recent update and all prior versions.
LIMITED WARRANTY. Microsoft warrants that the SOFTWARE will perform
substantially in accordance with the accompanying written materials for a period
of ninety (90) days from the date of receipt. Any implied warranties on the
SOFTWARE are limited to ninety (90) days. Some states/jurisdictions do not
allow limitations on duration of an implied warranty, so the above limitation
may not apply to you.
NO OTHER WARRANTIES. To the maximum extent permitted by applicable law,
Microsoft and its suppliers disclaim all other warranties, either express or
implied, including, but not limited to, implied warranties of merchantability
and fitness for a particular purpose, with regard to the SOFTWARE and the
accompanying written materials. This limited warranty gives you specific legal
rights. You may have others which vary from state/jurisdiction to
state/jurisdiction.
NO LIABILITY FOR CONSEQUENTIAL DAMAGES. To the maximum extent permitted by
applicable law, in no event shall Microsoft or its suppliers be liable for any
damages whatsoever (including, without limitation, damages for loss of business
profits, business interruption, loss of business information, or any other
pecuniary loss) arising out of the use of or inability to use this Microsoft
product, even if Microsoft has been advised of the possibility of such damages.
Because some states/jurisdictions do not allow the exclusion or limitation of
liability for consequential or incidental damages, the above limitation may not
apply to you.
U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE and documentation are provided
with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is
subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in
Technical Data and Computer Software clause of DFARS 252.227-7013 or
subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted
Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Microsoft
Corporation/One Microsoft Way/Redmond, WA 98052-6399.
If you acquired this product in the United States, this Agreement is governed by
the laws of the State of Washington. If this product was acquired outside the
United States, then local law may apply.
Should you have any questions concerning this Agreement, or if you desire to
contact Microsoft for any reason, please contact your local Microsoft subsidiary
or sales offices or write: Microsoft Sale and Service/One Microsoft
Way/Redmond, WA 98052-6399.
* AGP is the authorized licensee of Focalpoint, a registered trademark of
Galileo International.
<PAGE>
________________________________________________________________________________
According to the terms hereof, AGP will license to Subscriber Focalpoint SE
(Special Edition) Software which allows Subscriber to utilize its own hardware
and local area network (LAN) operating environment.
1. Subscriber may copy the Focalpoint SE Software for its internal use only and
may install it on an unlimited number of Subscriber workstations. If
Subscriber accesses Apollo Services via an ALC network, then the number of
users who may concurrently access Apollo Services at a Location is equal to
the number of terminal addresses ("TA's") specified on the Services
Designator for that Location. If Subscriber accesses Apollo Services via a
TCP/IP network, then the number of users who may concurrently access Apollo
Services at a Location is equal to the number of global terminal identifiers
("GTID's") specified on the Services Designator for that Location.
2. Subscriber is responsible for obtaining, implementing, supporting, and
maintaining the LAN, the LAN operating system, the workstation operating
system, and all hardware and other software required for the operation of
Focalpoint SE, but which is not provided by AGP. AGP has no responsibility
whatsoever with respect to the foregoing and system response time
responsibility is limited to AGP's wide area network (i.e., the Apollo
Services mainframe to the modem provided by AGP). At Subscriber's request
and upon AGP's approval, support services for the foregoing are available
from AGP, at Subscriber's expense.
<PAGE>
________________________________________________________________________________
According to the terms hereof, AGP will license to Subscriber Focalpoint Dial-Up
Software ("Dial-Up Software") which permits a direct computer-to-computer link
between a user's computer hardware and Apollo Services, for use by Subscriber's
employees or clients ("Users").
1. FOCALPOINT DIAL-UP SOFTWARE LICENSE
-----------------------------------
Each User may utilize the Dial-Up Software only for the purpose of
establishing a direct computer-to-computer link to Apollo Services for travel
related services and functionality, excluding ticketing applications.
2. SUBSCRIBER RESPONSIBILITIES
---------------------------
A. Subscriber must ensure that each User secures the appropriate hardware and
software necessary to utilize the Dial-Up Software in accordance with the
product Documentation. AGP will not provide Users any hardware, third-
party software, or support with respect to the Dial-Up Software.
B. Subscriber must ensure that the end user license agreement is provided to
each User along with the Dial-Up Software.
C. Subscriber is responsible for (i) installing the Dial-Up Software; (ii)
training each of its Users; and (iii) ensuring that all Users have
adequate expertise in all areas of Apollo Services functionality necessary
to utilize the Dial-Up Software.
D. Subscriber is permitted to make copies of the Dial-Up Software for
distribution to its Users. Subscriber is responsible for duplicating and
distributing the Dial-Up Software and maintaining the integrity of the
Dial-Up Software during the duplication process. A Dial-Up Software
license may not be transferred from one User to another.
E. If Subscriber requires a replacement diskette, a new license must be
ordered and the applicable one-time fee will apply. Subscriber will pay
the appropriate third party for the communications costs incurred in
conjunction with its use of Dial-Up Software.
3 TERMINATION
-----------
Either party may terminate a Dial-Up Software license upon thirty (30) days
prior written notice to the other party.
<PAGE>
EXISTING OBLIGATION ATTACHMENT
________________________________________________________________________________
If AGP terminates the Agreement for cause or if Subscriber terminates the
Agreement other than for cause, then, in addition to any other amounts owing
under the Agreement due to any such event, Subscriber will be required to pay
AGP the amount of [*], plus interest at the maximum rate permitted by law
calculated from the Contract Effective Date. This amount represents a portion of
a prior debt for which Subscriber has agreed to be responsible and which AGP has
agreed to conditionally waive upon the execution of the Agreement.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>
EQUIPMENT ACTION CREDIT ATTACHMENT
________________________________________________________________________________
1. During the term of the Agreement, AGP will credit up to [*] ("Equipment
Action Credit") of the project-related charges incurred by Subscriber under
the Agreement for installation, deinstallation, reconfiguration, upgrade,
exchange, or relocation of equipment leased from AGP, provided that such
activities are performed in accordance with the Agreement and that Subscriber
is meeting all of its obligations under the Agreement.
2. The Equipment Action Credit may not be applied to any charges incurred under
the Agreement other than those described above and may not be applied to
deinstallation charges resulting from Subscriber's breach of the Agreement.
The Equipment Action Credit, or any portion thereof, may not be redeemed for
cash and any unused portion shall be forfeited upon termination of the
Agreement.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>
<TABLE>
<S> <C>
CUSTOMER PROFILE CONTRACT NO. 173225
AGP 100 01/99 HOME OFFICE LOCATION PSEUDO 1G0M
- -------------------------------------------------------------------------------------------------------------------
TO BE COMPLETED BY SUBSCRIBER:
Subscriber's Official Name Internet Travel Network
----------------------------------------------------------------------------------------
D/B/A (Doing Business As) Small World Travel
----------------------------------------------------------------------------------------
Home Office Location (HOL) Address 453 Sherman Avenue
------------------------------------------------------------------------------
City, State, Zip Code Palo Alto, California 94306
---------------------------------------------------------------------------------------------
County Santa Clara
------------------------------------------------------------------------------------------------------------
Phone Number (650) 614-6300 Fax Number (650) 494-8186
----------------------------------- ------------------------------------------------------
Business Entity: X Corporation _____ Limited Liability Company _____ Partnership
-----
_____ Sole Proprietorship _____ Other (describe)
State of Incorporation or Partnership Formation California
-------------------------------------------------------------------
HOL ARC Number 05-85520-5 Tax I.D. Number 93-11844437
--------------------------------------------- -------------------------------------
Landlord Name _____________________________________________ Landlord Phone Number _______________________________
Bank Name and Account No. [*]
-----------------------------------------------------------------------------------------
PRINCIPALS (List Owners/Partners; Attach Additional Page if Necessary)
- ----------
1. Mr./Ms.___________________________________________________ Social Security No.___________________________
Title ______________________________________________________________ Home Phone___________________________
Home Address
2. Mr./Ms.___________________________________________________ Social Security No.______________________
Title ______________________________________________________________ Home Phone_______________________
Home Address______________________________________________________________________________________________
3. Mr./Ms.___________________________________________________ Social Security No.______________________
Title ______________________________________________________________ Home Phone_______________________
Home Address______________________________________________________________________________________________
</TABLE>
NOTICES
- -------
Subscriber requests that notices under the Agreement be sent to Subscriber at
the following address (no P.O. Box):
Internet Travel Network
----------------------------------------------------------
453 Sherman Avenue, Palo Alto, California 94306
----------------------------------------------------------
ATTN: Bob Norman
----------------------------------------------------
SIGNATURE: /s/ Matthew Ackerman DATE: 1/8/99
---------------------------------------- ----------
Please provide Apollo Galileo USA Partnership ("AGP") written notice, as
specified in the notices section of the Agreement, of any changes to this
information.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
<PAGE>
EXHIBIT 10.18
WEB SERVICES AND TRAVEL AGREEMENT
This Agreement is made and entered into as of September 10, 1999 (the
"Effective Date") by and between American Express Travel Related Services
Company, Inc., a New York corporation with offices at American Express Tower,
World Financial Center, 200 Vesey Street, New York, New York 10285 ("AXP") and
GetThere.Com, Inc., a California corporation, with offices at 445 Sherman
Avenue, Palo Alto, CA 94306 ("GT").
THE PARTIES AGREE AS FOLLOWS:
ARTICLE I
---------
DEFINITIONS.
------------
1.1 "Acceptance" shall have the meaning ascribed to it in Section 4.6
hereof.
1.2 "Affiliate" means a business entity controlling, controlled by or
under common control with a specified party to the Agreement. With regard to AXP
only, "Affiliate" also includes travel-related joint ventures, franchisees and
representative offices.
1.3 "AXP Web Site(s)" shall mean the web sites to be used by AXP to
provide branded and non-branded consumer online travel services accessible by
the public through the public and private internet with restricted and
unrestricted log-in. The AXP Web Site(s) include AXP Content hosted by AXP or
other 3rd parties at AXP's discretion and the Consumer Site and all relevant
links.
1.4 "AXP Content" shall mean the proprietary text, pictures, graphics,
artwork and other content delivered by AXP to GT for incorporation exclusively
and solely in the Site(s).
1.5 "All Work Orders" shall mean General Work Orders, AXP Unique Features
Work Order and the AXP Restricted Features Work Order.
1.6 "Domains" shall mean the "itn.net" and "itn.com" domain names (and
extensions of itn.net that are currently associated with Current GT Consumer
Site as of the Effective Date) and the associated InterNic registrations
associated with GT's consumer web sites.
1.7 "Corporate Sites" means both the Middle Market Sites and the Large
Market Sites, bearing trade names and domain names determined by AXP in its sole
discretion.
1.8 "Consumer Site(s)" means a set of web pages designed in accordance
with Section 2.2 and the Consumer/Small Business Site Specifications and hosted
by GT pursuant to this Agreement through which an individual may access a
private labeled version or non-AXP branded version of the Reservation System
with Consumer Phase I, Phase II and Phase III Functionality via screens
displaying the AXP Content and operated on behalf of AXP.
1.9 "Small Business Site" means a set of web pages designed in accordance
with Section 2.2 and the Consumer/Small Business Specifications and hosted by GT
pursuant to this Agreement through which a Customer may access a private labeled
version or non-AXP branded
[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATEMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
-1-
<PAGE>
version of the Reservation System with Consumer Phase I, Phase II and Phase III
Functionality via screens displaying the AXP Content and Customer Content and
operated on behalf of the small business.
1.10 "Middle Market Sites" shall mean a set of web pages designed in
accordance with the Corporate Phase I and Corporate Phase II Specifications and
hosted by GT pursuant to this Agreement through which an individual may access a
Customer private labeled version of the Reservation System with Corporate Phase
I and Corporate Phase II Functionality via screens displaying the AXP Content,
the Customer Content and operated on behalf of the Customer.
1.11 "Large Market Sites" shall mean a set of web pages designed in
accordance with the Corporate Phase I and Corporate Phase II Specifications and
hosted by GT pursuant to this Agreement through which an individual may access a
Customer private labeled version of the Reservation System with Corporate Phase
I and Corporate Phase II Functionality via screens displaying the AXP Content,
the Customer Content and operated on behalf of the Customer.
1.12 "Consumer/Small Business Site Specifications" shall mean the
specifications/template set forth in Exhibit "A".
1.13 "Corporate Site Specifications" shall mean the
specifications/template set forth in Exhibit "B".
1.14 "International Market Sites" shall mean Corporate Sites and Consumer
Sites which have been localized for operation on behalf of Customers located in
jurisdictions outside of United States, including localization for currency,
language, and applicable laws and twenty four hour customer support (at the same
level as customer support in the United States) for such jurisdictions, and
otherwise designed and operational in accordance with the terms hereof.
1.15 "Current GT Consumer Site" means that website presently operated by
GT at the Domain targeted at consumers which provides consumers access to the
Reservation System.
1.16 "Net Transactions" shall mean the total number of online PNR bookings
minus total number of online PNR cancellations minus un-ticketed PNRs minus
total number of off-line PNR cancellations minus total number of off-line ticket
refunds. Net pricing per transaction is inclusive of charges for all
changes/additions made to a PNR, subsequent to initial booking. Each passenger
traveling will be considered a PNR.
1.17 "Reservation System" shall mean GT's proprietary online booking
engine that provides access to real time computer reservation systems ("CRS") in
order to make air, car and hotel travel reservations via the world wide web and
intranets or other private networks including all Upgrades, to the extent such
Upgrades are acceptable and implemented by AXP. During the Term, Reservation
System shall not include online booking engines that provide reservations for
cruises, tours, membership miles redemption and packaged sales (a combination of
more than one of the following: air, car and hotel reservations) even though
such engines may permit booking of air, car or hotel reservations.
1.18 "AXP Restricted Features" shall have the meaning ascribed to it in
Section 3.7 hereof.
-2-
<PAGE>
1.19 "AXP Unique Features" shall have the meaning ascribed to it in
Section 3.4 hereof.
1.20 "Force Majeure" shall mean causes that are beyond the reasonable
control of the party claiming Force Majeure and that could not have been avoided
or prevented by reasonable foresight, planning or implementation of the party
claiming Force Majeure. Such causes shall include but not be limited to acts of
God, war (declared or undeclared), insurrections, hostilities, strikes or
lockouts (other than strikes by or lockouts of such party's employees, which
strikes or lockouts shall be deemed not to be Force Majeure events), riots,
fire, storm and interference or hindrance by any governmental authority. The
failure of GT and/or any of its vendors or suppliers to achieve Year 2000
Compliance and (with respect to International Market Sites only) Euro Compliance
as specified in Section 14.4 of this Agreement shall not be considered to be a
Force Majeure event.
1.21 "GT Features" means all current and future technology, tools, content
and applications, including those developed or acquired by GT during the Term
and pursuant to this Agreement, and further including all thereto to the
Corporate Site. The term "GT Features" specifically excludes any and all GT
Restricted Features.
1.22 "GT Marks" means any trademark, trade name, service mark or logo of
GT relating to any aspect of the Reservation System associated therewith.
1.23 "GT Restricted Features" means any updates, upgrades, additions and
revisions to GT Features developed by GT for third parties on a "work for hire"
or an exclusive basis such that GT is contractually restricted from providing
the same to AXP, so long as AXP is not the only customer excluded.
1.24 "Hosting Services" mean the services described in Exhibit "E" and all
collateral tasks associated with such services and as otherwise identified in
the Agreement as being part of the Hosting Services.
1.25 "Intellectual Property Rights" means, with respect to any data,
device, or other asset of any kind, all copyright, patent, trade secret, moral,
authorship and other proprietary rights relating to any such data, device,
object code, source code or other asset including, without limitation, all
rights necessary for the worldwide development, manufacture, modification,
enhancement, sale, licensing, use, reproduction, publishing and display of such
data, device, object code, source code or other asset.
1.26 "Licensed New Features" means any new technology, tools, content and
applications licensed by GT from a third party with the right to provide such
Licensed New Feature through the Reservation System, or to GT's alliance
partners such as AXP, or as an AXP Restricted Feature, together with all Updates
thereto.
1.27 "Service Location" means the location owned, leased, or under the
control of GT, as identified in Exhibit "E" hereto, from which GT will provide
the Hosting Services.
1.28 "Work Order Specifications" means the description of the services to
be performed and the version of the Reservation System to be developed and/or
implemented by GT
-3-
<PAGE>
pursuant to any Work Order under the Agreement, including the requirements for
the Site(s) as specified in an Implementation Schedule and the Features
associated therewith.
1.29 "International Phase I Functionality" means the functionality on
Exhibit "J".
1.30 "AXP User Information" means data regarding the user and/or their
personal information and regarding their use or interaction with the Sites
either received, used or stored by GT through the operation or customization of
the Sites or provided to GT by AXP pertaining to each separate AXP user of the
Sites and all GT Customer Data and the Customer itself.
1.31 "Customer" means a third party that AXP contracts with to provide a
Corporate Site or Consumer Site for such third party's use or, in the case of
Consumer Sites, for use by its customers.
1.32 "Customer Content" means that pictorial, editorial or graphic content
provided by Customers to AXP or GT for the purpose of inclusion in the Corporate
or Consumer Sites.
1.33 "Consumer/Small Business Phase I Functionality" means the
functionality on Exhibit "F".
1.34 "Consumer/Small Business Phase II Functionality" means the
functionality on Exhibit "G".
1.35 "Consumer/Small Business Phase III Functionality" means the
functionality on Exhibit "G".
1.36 "Corporate Phase I Functionality" means the functionality on
Exhibit "H".
1.37 "Corporate Phase II Functionality" means the functionality on
Exhibit "I".
1.38 "Minimum Revenue" means the amounts specified on Exhibit "C".
1.39 "GT Customer Data" means all user data under the control of GT prior
to the Release Date pertaining to all registered consumers of the Current GT
Consumer Site.
1.40 "Release Date" means 12:01am on January 27, 2000 or the actual date
on which the Current GT Consumer Site begins operation on behalf of AXP,
whichever is later.
1.41 "Sites" shall mean the Consumer Sites, Small Business Sites, Middle
Market Sites, International Sites and Corporate Sites.
1.42 "Initial Functionality" shall mean the functionality of the
Reservation System delivered hereunder as described in the attached Exhibit "K".
1.43 "Market Country" means a country in which GT has a Reservation System
for an International Market Site. Notwithstanding the foregoing, France,
Germany, Norway, Denmark, Belgium, Netherlands and Luxembourg will not be a
"Market Country" until the Reservation System also has rail functionality and in
the case of Sweden, rail and ferry functionality.
-4-
<PAGE>
1.44 "Percentage" shall mean 30% for Year One, 37.5% for Year Two and 45%
for Year Three of the accessible Global 950. The Global 950 is defined as the
600 U.S. companies with the highest revenues as listed annually by Fortune
Magazine plus the list of 320 global companies listed in Exhibit "M"
(collectively, the "Global 950"). The "accessible Global 950" means the Global
950 less GT installed customers, less AXP installed online customers, less
prospects in the GT Pipeline, less prospects in the AXP online travel customer
Pipeline For the purposes of this Agreement, Pipeline shall mean the prospects
who are 50% likely to close within 6 months, as defined in Exhibit "L".
1.45 "Year" shall mean a twelve-month period measured from the Release
Date (in the case of the Consumer Site) and acceptance of Phase I development by
AXP (in the case of the Corporate and International Sites) pursuant to Section
4.6.
1.46 "Middle Market" shall mean potential customers with annual air sales
volume from $500,000 to $10 million for US Customers and annual air sales volume
from $100,000 to $1 million for Customers outside of the US.
1.47 "Large Market" shall mean potential customers with annual air sales
volume in excess of $10 million for US Customers and annual air sales volume in
excess of $1 million for Customers outside of the US.
1.48 "GT Content" shall mean the content provided by GT or displayed
pursuant to a license agreement with GT.
1.49 "Upgrade" shall mean any modifications, enhancements, revisions,
corrections or updates to the Reservation System that GT makes generally
commercially available to its customers (whether or not on maintenance) with no
additional fee.
1.50 "New Product" shall mean any modifications, enhancements or revisions
to the Reservation System that are sold by GT at a fee.
1.51 "Implementation Schedule" shall mean a template in the form specified
in Exhibit "N".
ARTICLE II
----------
DEVELOPMENT
-----------
2.1 Corporate Phase I. Within forty-five (45) days of the Effective Date,
the Project Coordinators will jointly develop a detailed engineering
specifications for the tasks involved in the integration and development of the
Corporate Phase I Functionality ("Corporate Phase I Specifications"). Once
completed, and in any event after such 45 day period, the Corporate Phase I
Specifications shall remain unchanged. Unchanged implies that there will be no
significant changes in the functionality. If the development for the Corporate
Phase I Functionality is not completed within 90 days after the date the
Corporate Phase I Specifications have been completed and agreed to by the
parties (subject to extensions as provided in Section 2.6), then the penalties
in Section 2.6 will apply.
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2.2 Consumer/Small Business Phase I. Within forty-five (45) days of the
Effective Date, the Project Coordinators will jointly develop a detailed
engineering specifications for the tasks involved in the integration and
development of the Consumer/Small Business Phase I Functionality
("Consumer/Small Business Phase I Specifications"). Once completed, and in any
event after such forty-five (45) day period, the Consumer/Small Business Phase I
Specifications shall remain unchanged. Unchanged implies that there will be no
significant changes in the functionality. If the development for the
Consumer/Small Business Phase I Functionality is not completed by January 27,
2000 provided the Consumer/Small Business Phase I Specifications have been
completed and agreed to by the parties (subject to extensions as provided in
Section 2.6) by such forty (45) day period, then AXP can terminate the
Consumer/Small Business part of this Agreement and/or withhold transaction fees
until such Consumer/Small Business Phase I Functionality has been Accepted at
which point all transaction fees must be paid in full.
2.3 Consumer/Small Business Phase II and Consumer/Small Business Phase
III. GT will notify AXP forty-five (45) days prior to the date by which complete
engineering specifications are required in order to complete the tasks involved
in the integration and development of the Consumer/Small Business Phase II
Functionality ("Consumer/Small Business Phase II Specifications") and
Consumer/Small Business Phase III Functionality ("Consumer/Small Business Phase
III Specifications") as outlined in Exhibit "F". Once completed, and in any
event after such forty-five (45) day period, the Consumer/Small Business Phase
II Specifications or Consumer/Small Business Phase III Specifications will
remain unchanged. Unchanged implies that there will be no significant changes in
the functionality. Both parties will jointly develop the detailed engineering
specifications together in good faith. GT will use diligent efforts to develop
Consumer/Small Business Phase II Functionality and Consumer/Small Business Phase
III Functionality. AXP will use diligent efforts to perform the Acceptance Tests
as outlined in Section 4.6.
2.4 Phase II
(a) Corporate Phase II. Within 120 days of the Effective Date, the
------------------
Project Coordinators will jointly coordinate the development of a task list
and a detailed engineering specifications for the tasks involved in the
integration and development of the Corporate Phase II Functionality
("Corporate Phase II Specifications") Once completed, and in any event
after such 120 day period the detailed engineering specifications for such
Corporate Phase II Specifications shall remain unchanged. Unchanged implies
that there will be no significant changes in the Corporate Phase II
Functionality. If the development for the Corporate Phase II Functionality
is not completed and ready for AXP to commence its Acceptance Testing
within ten (10) months from the Effective Date (subject to extensions as
provided in Section 2.6), then the penalties in Section 2.6 will apply
provided that Corporate Phase II Specifications have been completed and
agreed to by the parties within such 120 day period.
(b) International Phase II. Upon Acceptance of Corporate Phase II
----------------------
Functionality, it shall be made available to the International Market Sites
as International Phase II Functionality within six (6) months after the
Acceptance of Corporate Phase II Functionality assuming this does not
require any significant additional development for localization beyond
local language support.
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<PAGE>
(c) Subsequent Developments. Additional functionality implemented
-----------------------
in the Corporate Site pursuant to this Agreement shall be made available to
the International Market Sites within six (6) months after the acceptance
of such new functionality assuming this does not require any significant
additional development for localization beyond local language support.
2.5 International Phase I. Within forty-five (45) days of the Effective
Date, the project coordinators will jointly develop a detailed engineering
specifications for the International Phase I Functionality ("International Phase
I Specifications") as outlined in Exhibit "J". Once completed, and in any event
after such forty-five (45) day period, the International Phase I Specifications
will remain unchanged. Unchanged implies that there will be no significant
changes in the International Phase I Functionality. If the development of the
International Phase I Functionality is not delivered by GT and accepted by AXP
for at least two (2) Market Countries from among Germany, United Kingdom,
Sweden, France and Australia, in accordance with Section 4.6, by June 30, 2000,
and then two (2) more Market Countries from among Germany, United Kingdom,
Sweden, France and Australia by September 30, 2000, then, provided the
International Phase I Specifications have been completed and agreed to by the
parties (subject to extensions as provided in Section 2.6) by such forty (45)
day period, the obligations applicable to AXP in Section 16.9 will cease to
apply (subject to extensions as provided in Section 2.6). With respect to
International Phase I Functionality, AXP acknowledges that GT shall not (unless
otherwise agreed to by the parties) be required to exceed the functionality of
competitive local products existing as of the date the parties agree on the
International Phase I Specifications with regard to the specific Market
Countries.
2.6 Consequences for Delays in Development. To the extent that the
Corporate Phase I or Corporate Phase II development is not Accepted pursuant to
Section 4.6 in accordance with the anticipated dates set forth above in Sections
2.1 and 2.4, respectively, for a delay to the extent attributable to the failure
of GT and/or its sub-contractors, the Minimum Revenue will be decreased by an
amount determined as stated below and applied to any year of the Minimum Revenue
at AXP's discretion. Any delay in the parties mutually agreeing to
specifications for a phase within the desired time-frame will result in a
corresponding day for day change in GTs target date to deliver the corresponding
functionality per specifications.
(a) Any delay up to 2 months will result in reduction of Minimum
Revenue by $ [*] per day of delay.
(b) Any delay greater than 2 months but less than 4 months will
result in reduction of Minimum Revenue by $ [*] per day of delay.
(c) Any delay greater than 4 months will result in reduction of
Minimum Revenue by $ [*] per day of delay.
2.7 Bug Fixes. GT intends to perform its work in a first class,
workmanlike manner, in accordance with high professional standards in the field
of internet software development. In the event of any failure to meet this
standard, GT will, as AXP's sole remedy, work to resolve bugs in accordance with
GT's standard procedure attached as Exhibit "X" at no cost to AXP. GT agrees to
promptly notify AXP of any material errors in the Reservation System that it is
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
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<PAGE>
aware of. AXP shall keep GT informed as to any problems encountered with the
Reservation System.
ARTICLE III
-----------
ADDITIONAL DEVELOPMENT.
----------------------
3.1 General Development beyond Phase I and II. It is expected that AXP
will have significant input into the development of the Reservation System
beyond both Corporate, Consumer/Small Business and International Phase I and II
and Consumer/Small Business Phase III, the process and actual feature set of the
Reservation System, subject to the provisions of this Agreement. AXP may make
requests for additional features and functionality provided that such requests
are delivered at least four (4) months prior to scheduled completion date. In
GT's experience, four months is the minimum development cycle required to do
proper development (other than for site implementation). Any feature request
with a suggested completion date of less than four (4) months will be developed
at GT's discretion.
3.2 GT Annual Release Schedule. GT will use diligent efforts to release at
least two (2) product upgrades of the Reservation System annually during the
term of the Agreement for the purpose of maintaining the competitiveness of the
Reservation System in the market. GT will provide AXP with approximately three
(3) months advance notice of all significant functional, platform, system and
database changes related to the Reservation System. AXP has the right to refuse
such changes. If AXP does not elect to effect release of an upgraded version of
the Reservation System, then GT will only be required to support that prior
version of the Reservation System for a period of one year from release of the
upgraded version and will provide enhancements to the prior version only with
respect to resolving critical (i.e. Level 1) bugs as defined in Exhibit "X". GT
will continue to implement the functionality of the Reservation System that is
dictated by the integration of AXP-specific functionality as long as there are
no changes to the AXP-specific functionality.
3.3 GT Commitment to Enhance. GT agrees that it will use commercially
diligent efforts to commit at least fifteen (15) person year professional
development resources, annually for development of the Reservation System. The
fifteen person years does not include any customization done for a third party
which does not benefit the generally available Reservation System.
3.4 AXP Unique Features. AXP may, from time to time, provide GT with ideas
and/or specifications for a new feature it desires to be implemented in the
Sites; provided that (i) GT accepts such new feature development in writing (ii)
AXP fully funds the development thereof (at GT's rates set forth in Exhibit "C")
pursuant to an AXP Unique Feature Work Order, then such new feature will be
considered a "AXP Unique Feature" and AXP shall own all right, title and
interest in and to the AXP Unique Feature and all Intellectual Property Rights
therein. Such AXP Unique Feature shall be considered a "work made for hire." Any
such "work made for hire" shall belong exclusively to AXP, with AXP having the
sole right to obtain, hold and renew, in its own name and/or for its own
benefit, patents, copyrights, registrations and/or other appropriate protection.
To the extent that exclusive title and/or ownership rights in the AXP Unique
Feature may not originally vest in AXP as contemplated hereunder (e.g., may not
be deemed works made for hire), GT hereby agrees to irrevocably assign, transfer
and convey to
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<PAGE>
AXP all right, title and interest therein. GT and its personnel shall give AXP,
and/or any AXP designee, all reasonable assistance and execute all documents
necessary to assist and/or enable AXP to perfect, preserve, register and/or
record its rights in any such materials, products and/or modifications. GT
shall, immediately upon request of AXP, or upon the termination, cancellation or
expiration of each such AXP Unique Feature Work Order solely for the AXP Unique
Feature, turn over to AXP all materials, information and deliverables comprising
such AXP Unique Feature. GT agrees not to offer any AXP Unique Feature to any
third party. Each AXP Unique Feature shall be developed pursuant to an AXP
Unique Feature Work Order (the form of which is attached hereto as Exhibit "P")
which clearly indicates the nature of the AXP Unique Features to be developed
thereunder.
3.5 Intentionally left blank.
3.6 Disclosure of Deliverables. For the benefit of both parties, GT shall
promptly make a complete written disclosure to AXP of each invention, technique,
device, discovery or procedure, whether patentable or not (a "Disclosed
Subject"), conceived or first actually reduced to practice, solely or jointly by
GT and/or AXP and/or their respective employees and agents, that comprises the
AXP Unique Features. As to each Disclosed Subject, GT shall use reasonable
efforts to specifically point out the features or concepts that GT believes to
be new or different.
3.7 AXP Restricted Feature. AXP may, from time to time, provide GT with
ideas and/or specifications for a new feature it desires to be implemented in
the Sites; provided that (i) GT accepts such new feature development in writing,
and (ii) the parties jointly fund the development thereof pursuant to an AXP
Restricted Feature Work Order, then the such new feature will be considered an
"AXP Restricted Feature." AXP Restricted Features and all Intellectual Property
Rights therein shall be owned entirely by GT, provided however, GT shall and
hereby does grant AXP a non-exclusive, irrevocable, worldwide, perpetual,
royalty free and fully paid up license to use, copy, execute, sublicense,
display, distribute, transmit, communicate, perform, store, reproduce, enhance,
modify, update, maintain, adapt, and create and use new versions and derivative
works (other than derivative works of such AXP Restricted Feature created by or
for GT) of such AXP Restricted Feature and to have such acts done for it.
Notwithstanding GT's ownership interest therein, GT agrees not to use the AXP
Restricted Feature or provide it, directly or indirectly (except for consumer
sites for airlines), to any third party until the earlier of the date a
reasonably similar feature is available on a third party travel site or twelve
(12) months after development is complete. After such time, GT may make the AXP
Restricted Feature (including derivatives and improvements thereof) generally
available.
3.8 Committed Development Resources. GT agrees to provide AXP with the
option of acquiring one or two mutually agreeable full time development
resources during the term hereof that will be employees of GT, in return for
[*] from AXP per year each. Such resources shall reside at the GT site. For
the avoidance of doubt, all work products, materials, code and other items
developed by such employees shall be GT intellectual property, unless otherwise
agreed in an AXP Unique Feature Work Order. Once during each year of the
Agreement, AXP will have the right to request such employee(s) ninety (90) days
prior to their needed availability. If after any such request, AXP deems such GT
employee unnecessary (in its discretion), then it shall provide GT ninety (90)
days prior notice in writing without relinquishing its right to exercise this
option during the following year, and GT shall continue to pay the
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
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<PAGE>
remaining annual salary for such employee. These development staff are separate
and distinct from any Phase I and Phase II development resources and from the 15
person-years of resources for general product development. Although GT is not
providing any code to AXP, except as otherwise provided in this Agreement, the
specifications to the specific AXP interfaces developed by such employees will
be provided to AXP and may be used by AXP for the sole purpose of integration
into the Reservation System. AXP hereby grants to GT a non-exclusive, world-
wide, license during the Term to any technology provided by AXP for inclusion in
the Reservation System or any integration work solely for the purpose of joint
operation of the AXP and GT technology. Other than as provided in the preceding
sentence or in this Agreement or as agreed in writing between the parties, AXP
is not granting a license to any other AXP Intellectual Property.
3.9 Freedom to Develop. AXP is not obligated to request any development
services of GT and except as otherwise provided herein, AXP shall have full
freedom and flexibility to conduct or have a third party conduct development or
purchase products and services of any type.
3.10 General Work Orders. From time to time, GT agrees to provide the
services that are mutually agreed upon and described on attachments to this
Agreement, substantially in the form of the attached Exhibit "O" ("General Work
Order"). Notwithstanding the foregoing, GT agrees that it shall use diligent
efforts to carry out those integration efforts where the AXP materials include
documented and structured data streams, consistent with the existing GT data
base schema (even though GT may be required to create additional data fields)
and do not require the use of any AXP Confidential Information and any
information provided to GT in connection with such integration shall not be
considered AXP Confidential Information except for AXP User Information. General
Work Orders shall require the signature of AXP and both the CEO and COO of GT.
Work Orders shall set forth the materials to be developed thereunder and must
include the specifications for the services to be performed and the deliverables
or other materials to be produced, the schedule for completion of each of the
foregoing, the applicable fixed price or time and materials charges, as set
forth on Exhibit "C", any additional terms the parties mutually agree to
include. Each General Work Order shall be effective, incorporated into and form
a part of this Agreement when duly executed by both parties. If there is a
conflict between this Agreement and any General Work Order, the terms of the
Work Order will govern the provision of the services involved. With respect to
the initiation and evaluation of proposed General Work Orders hereunder, if GT
accepts such General Work Order then the parties agree that: (a) within ten (10)
business days after receipt of an AXP request, GT shall provide a written
response containing an estimate of the number of hours required for
modification, development or creation of the feature(s) or other deliverable,
resulting total fees under any resulting General Work Order, and the total
hardware, software and other costs; and (b) AXP and GT shall use good faith
efforts to resolve any disagreements as to the terms of any proposed General
Work Order and to obtain execution by both parties within ten (10) business days
after receipt by AXP of the written response from GT.
3.11 AXP Unique Features Work Orders. From time to time, GT agrees to
provide the services that are mutually agreed upon and described on attachments
to this Agreement, substantially in the form of the attached Exhibit "P" ("AXP
Unique Features Work Order"). Any AXP Unique Features Work Order shall require
the signature of AXP and both the CEO and
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<PAGE>
COO of GT. AXP Unique Features Work Orders shall set forth the materials to be
developed thereunder and must include the specifications for the services to be
performed and the deliverables, which shall include without limitation source
and object code for any software developed or other materials to be produced,
the schedule for completion of each of the foregoing, the applicable fixed price
or time and materials charges, as set forth on Exhibit "C", and any additional
terms the parties mutually agree to include. Each AXP Unique Features Work Order
shall be effective, incorporated into and form a part of this Agreement when
duly executed by both parties. If there is a conflict between this Agreement and
any AXP Unique Features Work Order, the terms of the AXP Unique Features Work
Order will govern the provision of the services involved. With respect to the
initiation and evaluation of proposed AXP Unique Features Work Orders hereunder,
if GT accepts such AXP Unique Features Work Order then the parties agree that:
(a) within ten (10) business days after receipt of an AXP request, GT shall
provide a written response containing an estimate of the number of hours
required for modification, development or creation of the feature(s) or other
deliverable, resulting total fees under any resulting AXP Unique Features Work
Order, and the total hardware, software and other costs; and (b) AXP and GT
shall use good faith efforts to resolve any disagreements as to the terms of any
proposed AXP Unique Features Work Order and to obtain execution by both parties
within ten (10) business days after receipt by AXP of the written response from
GT.
3.12 AXP Restricted Features Work Orders. From time to time, GT agrees to
provide the services that are mutually agreed upon and described on attachments
to this Agreement, substantially in the form of the attached Exhibit "Q" ("AXP
Restricted Features Work Order"). Any AXP Restricted Features Work Order shall
require the signature of AXP and both the CEO and COO of GT. AXP Restricted
Features Work Orders shall set forth the materials to be developed thereunder
and must include the specifications for the services to be performed and the
deliverables, which shall include without limitation source and object code for
any software developed or other materials to be produced, the schedule for
completion of each of the foregoing, the applicable fixed price or time and
materials charges, as set forth on Exhibit "C", and any additional terms the
parties mutually agree to include. Each AXP Restricted Features Work Order
shall be effective, incorporated into and form a part of this Agreement when
duly executed by both parties. If there is a conflict between this Agreement
and any AXP Restricted Features Work Order, the terms of the AXP Restricted
Features Work Order will govern the provision of the services involved. With
respect to the initiation and evaluation of proposed AXP Restricted Features
Work Orders hereunder, if GT accepts such AXP Restricted Features Work Order
then the parties agree that: (a) within ten (10) business days after receipt of
an AXP request, GT shall provide a written response containing an estimate of
the number of hours required for modification, development or creation of the
feature(s) or other deliverable, resulting total fees under any resulting AXP
Restricted Features Work Order, and the total hardware, software and other
costs; and (b) AXP and GT shall use good faith efforts to resolve any
disagreements as to the terms of any proposed AXP Restricted Features Work Order
and to obtain execution by both parties within ten (10) business days after
receipt by AXP of the written response from GT.
3.13 Policies. Any personnel of one party who are present at the other
party's facility or facilities controlled by them shall be subject to the
security and confidentiality policy applicable to personnel at such facility.
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<PAGE>
3.14 Work Order Termination. AXP may terminate the development and
implementation services of GT, for any reason whatsoever, with respect to All
Work Orders of this Agreement by not less than ten (10) days written notice to
GT specifying the date upon which termination becomes effective provided that GT
will use diligent efforts to redeploy the resources (and if GT deploys such
resources in fewer than ten (10) days then AXP payment obligation shall cease on
the date such resources have been deployed or on the tenth day, whichever is
sooner). In the event of any termination of All Work Order, GT shall be entitled
to payment for services actually rendered by GT prior to the effective date of
termination, in accordance with the provisions of this Agreement, and such
payment shall constitute full settlement of any and all claims of GT for payment
under the work order of every description, including without limitation, claims
for lost profits. Notice of termination of All Work Order shall not be
considered notice of termination of this Agreement unless specifically stated in
the notice (pursuant to Article 10).
3.15 Cross Site Access. During the Term, all features of the Reservation
System shall be available for implementation on all Sites, provided that AXP
pays any necessary costs of any implementation.
ARTICLE IV
----------
DEVELOPMENT GUIDELINES
----------------------
4.1 Project Coordinators. _____________ from GT and _____________ from
AXP will be the initial "Project Coordinators" under this Agreement. The Project
Coordinators will be responsible for day-to-day communications between the
parties regarding the subject matter of this Agreement. Either party may change
its Project Coordinator at any time and from time to time by giving the other
party written notice. Development hereunder and any additional development will
be coordinated with AXP's Project Coordinator. GT will use its diligent efforts
to ensure the continuity of GT's employees assigned to perform services
hereunder or under All Work Orders. Each party shall provide the other with
reasonable office space at its respective site.
4.2 Steering Committee. "Steering Committee" means a committee made up of
six (6) members, with three (3) members from each of AXP and GT (including at
least one senior executive of each). GT and AXP shall participate in Steering
Committee through its designated personnel. The parties intend that the Steering
Committee shall meet at least once per calendar quarter to review the status and
direction of the parties' relationship and other items requested by either
party. All details regarding the time, manner, place, and agenda for such
meetings shall be decided by the Steering Committee.
4.3 Development Personnel. As part of the Hosting Services, GT shall make
available a sufficient number of experienced GT employees (the "GT Development
Team") to implement the specifications, to launch, maintain and update the
Sites, and to provide the development and implementation services covered by All
Work Orders entered into by the parties. The GT Development Team shall supervise
the technical planning, implementation and maintenance of the Sites and serve as
liaison with AXP personnel, vendors and representatives who have
responsibilities in connection with the Sites.
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<PAGE>
4.4 Development Guidelines. In connection with any development, and upon
the reasonable request from AXP, GT will provide a report to AXP's Project
Coordinator with respect to 1) functional, platform, system and database changes
performed, 2) any foreseeable delay in development and estimates of time
required for completion and action taken to resolve such delay and 3) indication
of progress against prior plans with respect to such development.
4.5 Bug Database. GT shall provide read only access to appropriate AXP
personnel the bug data base for the entire Reservation System during the Term.
4.6 Acceptance. Upon completion of the design and development of the
Consumer/Small Business Phase I Functionality, Consumer/Small Business Phase II
Functionality, Consumer/Small Business Phase III Functionality, Corporate Phase
I Functionality, Corporate Phase II Functionality, and each International Market
Site and any development completed under All Work Orders, GT shall certify in
writing to AXP that such development and integration has been completed and is
ready for AXP to commence its Acceptance Testing as set forth below
("Installation Certification"). After AXP's receipt of the Installation
Certificate, AXP shall commence and complete testing and evaluation thereof
within a thirty (30) day period or as otherwise specified in All Work Orders
(the "Acceptance Test"). At no cost to AXP, GT personnel shall be reasonably
available during such testing. The Acceptance Test shall be conducted to
demonstrate to AXP that the applicable functionality functions and performs
substantially in accordance with the applicable specifications and performance
criteria as defined in the engineering specifications which are consistent with
the Service Level Agreement as defined in Exhibit "D". AXP may only reject such
functionality if the functionality or any portion thereof fails to substantially
function and perform in accordance with the applicable Specifications for such
development. Acceptance shall not be unreasonably withheld. Upon such rejection,
AXP will notify GT, specifying the nature of such failure in reasonable detail,
and GT shall have fifteen (15) days in which to correct the problem after which
AXP will re-conduct the Acceptance Test within a fifteen (15) day period and the
notification procedures will be repeated. Failure to accept or reject the
functionality within the thirty (30) day period shall be deemed acceptance of
the applicable functionality or site ("Acceptance").
ARTICLE V
---------
IMPLEMENTATION OF CONSUMER SITES AND SMALL BUSINESS SITES
---------------------------------------------------------
5.1 Release of GT Current Consumer Site. It is contemplated by the
parties that the GT Current Consumer Site will provide access to the Reservation
System through the AXP Web Site at 12:01 AM on January 27, 2000. All Customers
using the GT Current Consumer Site prior to such date shall be transferred in
full to AXP on January 27, 2000 and GT shall have no further interest in or
control over such Customers or related GT Customer Data which shall become AXP
User Information as of the Release Date. On January 27, 2000, GT shall also
provide AXP with at least one (1) copy of the GT Customer Data. From the
Effective Date and until the Release Date, GT shall not transfer or attempt to
transfer any interest in the GT Customer Data. GT further agrees, during and
after the term hereof, not to solicit such Customers, directly or indirectly, on
behalf of itself or others for any purpose competitive to the functionality
provided by the Reservation System.
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<PAGE>
5.2 Implementation of Additional Consumer Sites and Small Business Sites.
The Consumer and Small Business Sites will not include external links, except as
may be approved by AXP in writing. GT will provide the development and
implementation services necessary to launch each Small Business Site and
Consumer Site requested by AXP hereunder, including the Reservation System and
the features associated with launch, all as identified or described in the Small
Business Site Specifications or Consumer Site Specifications (as applicable) and
set forth in a mutually agreeable Implementation Schedule. GT shall use diligent
efforts to perform the services described in such Implementation Schedule within
the time frames and milestones set forth therein. It is intended by the parties
that Small Business Site and Consumer Site implementation shall not include any
additional development costs or expenses beyond five (5) hours of work per AXP
Consumer and Small Business Sites, GT shall notify AXP and AXP may choose
whether to have the implementation completed and will pay the actual and
reasonable costs and expenses associated therewith. For each Small Business Site
and Consumer Site, AXP will provide GT with the necessary AXP Content, Customer
Content and other information necessary to implement each Small Business Site
and Consumer Site. Provided that the AXP Content and Customer Content is
reasonable and consistent with GT's standard development requirements (set forth
in Exhibit "R"), GT shall use diligent efforts to promptly develop such Small
Business Site or Consumer Site in accordance with the Small Business Site
Specification or Consumer Site Specifications (as applicable) and the milestones
and timeframes set forth in an Implementation Schedule. The parties will work
together in good faith to prioritize the foregoing implementation and GT will
not be obligated to implement more than three (3) per month unless otherwise
agreed to by the parties. For standard Small Business Site and Consumer Site
implementations, setup period should be no longer than five (5) business days.
For non-standard specialized setup, GT will use commercially diligent efforts to
expedite process as soon as reasonably possible and AXP will charged at GT's
standard rates as set forth on Exhibit "C". For the Consumer Site and the Small
Business Sites, each party shall be responsible for the tasks set forth in
Exhibit "S". Any delay by AXP in providing the information or tasks specified
herein shall extend GT's set-up period on a day-for-day basis.
5.3 Intentionally left blank.
ARTICLE VI
----------
IMPLEMENTATION OF CORPORATE SITES
---------------------------------
6.1 Appointment. GT hereby appoints AXP, for the term of this Agreement,
as a non-exclusive OEM of the Corporate Sites, subject to all of the terms and
conditions of this Agreement. Being an OEM means that AXP may enter agreements
with any Customer to provide access to a Corporate Site for each such Customer,
provided that AXP obtains a signed, written agreement from the Customer on terms
and conditions substantially similar to terms and conditions set forth in
Exhibit "U", ("Customer Agreement"). Furthermore, GT agrees that for AXP
Customers that use a travel agency other than AXP in any markets, GT will
deliver Passenger Name Records ("PNRs") to said agency as a part of servicing
the AXP Customer pursuant to this Agreement without additional charge to AXP.
AXP shall have the unilateral right to appoint and utilize third party sales
agents, joint venture partners (including international joint venture partners
in which AXP has a minority ownership of at least 20%), franchisees, and
representative offices for the purpose of distributing Corporate Sites, (AXP
branded and private labeled) subject to the terms and conditions of this
Agreement. Joint venture partners (including
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<PAGE>
international joint venture partners in which AXP has a minority ownership of at
least 20%), franchisees, and representative offices shall have the right to
enter into agreements on their own behalf with customers for purposes of
distributing Corporate Sites (AXP branded or private labeled) subject to the
terms of this Agreement.
6.2 Corporate Site Building.
(a) The Corporate Site will not include external links, except as may
be approved by AXP in writing. GT will provide the development and
implementation services necessary to launch the Corporate Site, including
the Reservation System and the features associated with launch, all as
identified or described in a mutually agreeable Implementation Schedule. GT
shall perform the services within the time frames and milestones specified
in the Implementation Schedule. For each Corporate Site, AXP will provide
GT with the necessary AXP Content, Customer Content and other information
necessary to implement each Corporate Site. Provided that the AXP Content
and Customer Content is reasonable and consistent with GT's standard
development requirements, attached as Exhibit "R" hereto GT shall use
diligent efforts to promptly develop such Corporate Site in accordance with
the milestones and timeframes set forth in the Implementation Schedule. For
standard Customer Site implementations, setup period should be no longer
than five (5) business days. For non-standard specialized setup, GT will
use commercially diligent efforts to expedite process as soon as reasonably
possible and AXP will be charged at GT's then current standard rates as set
forth in Exhibit "C". For the Corporate Sites, each party shall be
responsible for the tasks set forth in Exhibit "S". Any delay by AXP in
providing the information or tasks specified herein shall extend GT's set-
up period on a day-for-day basis. The parties will work together in good
faith to prioritize the foregoing implementation and GT will not be
obligated to implement more than four (4) per week unless otherwise agreed
to by the parties. If the parties cannot agree in good faith on a
prioritization of implementations, the implementations will be performed on
a first come, first serve basis.
(b) If a Customer desires customization of a Corporate Site, (i) AXP
or the Customer will provide the information to GT necessary for
implementation, (ii) GT shall provide an estimate of the cost and schedule
to AXP and (iii) if AXP approves the estimate the parties will enter into a
General Work Order for completion of the implementation. The parties will
work together in good faith to prioritize the foregoing implementation. If
the parties cannot agree in good faith on a prioritization of
implementations, the implementations will be performed on a first come,
first serve basis.
(c) Mass Enrollment. GT will provide schema for standard mass
enrollment of users of the Corporate Sites as long as AXP provides the mass
enrollment information according to GT's standard implementation process as
set forth in Exhibit "T" which will include without limitation GT's
standard schema and standard enrollment process.
Any work beyond GT's standard implementation process will be subject of a
General Work Order or GT will evaluate the possibility of training AXP on
performing such work.
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6.3 Exchange of Data. GT and AXP will mutually agree upon any necessary
development that may be required to allow the accurate and complete exchange of
data between the Sites and the AXP Web Site for use by users of the Sites.
6.4 Access Control. AXP and GT will mutually agree upon a log-in
procedure that may limit access to certain areas of the Small Business Site and
Corporate Site to certain users. AXP may limit access to certain areas of the
AXP Web Site to certain users.
6.5 GT Customer Data Transfer. Upon the Release Date, GT shall provide
AXP with the GT Customer Data. As of the Release Date and subject to the terms
herein, AXP shall own such GT Customer Data in perpetuity.
6.6 Domain Name. GT agrees that, as of the Release Date, it will no
longer use the Domain except (i) as necessary to operate the Sites and (ii)
except that AXP hereby grants GT a worldwide, royalty-free license to use the
Domain with additional extensions (e.g., itn.net/_______) for only such time as
is necessary for GT to transfer GT's current customers to the "GT" domain. AXP
shall have unrestricted use of the Domain without extensions, but will not use
the domain with any extensions, except as necessary to operate and market the
Sites and as mutually agreed upon by AXP and GT. Within seven (7) days after the
Release Date, GT shall reregister the Domain names in the name of AXP, subject
to the license granted above. AXP shall have no responsibility nor liability to
any other GT customer for usage of the itn.net and itn.com domain names. As of
the Release Date, GT shall redirect the URLs ITN.net and ITN.com to the front
door of AXP's US based travel web site on www.americanexpress.com (AXP's primary
-----------------------
Consumer web site). GT agrees not to use the name "Internet Travel Network" or
"ITN" in connection with providing an internet travel booking site.
6.7 Limited Use License to AXP Marks. AXP hereby grants to GT a limited,
worldwide, non-exclusive, non-transferable (except in the case of a permitted
assignment), fully-paid license to use those portions of the trademarks, service
marks, other indicia of origin, domain names, copyrighted material and art work
owned or licensed by AXP and any additional technical information (the "AXP
Content") which are delivered by AXP to GT (including without limitation, the
AXP Content represented in any Specifications or Implementation Schedule) solely
to the extent necessary for GT to develop, implement and operate the Sites
hereunder. GT shall not use the AXP Content for any other purpose. All AXP
Content shall remain and be exclusive AXP Property (as defined in Section 8.5)
for purposes of this Agreement. In the event this Agreement is terminated GT's
use shall cease within two (2) business days.
6.8 Limited Use License to GT Marks. GT hereby grants to AXP a limited,
worldwide, non-exclusive, non-transferable (except in the case of a permitted
assignment), royalty-free licenses to use and reproduce the GT trademarks and
tradenames ("GT Marks") only in its advertising and promotion of the Sites,
however, if at anytime GT, in its sole discretion, determines that such use is
not appropriate, AXP shall promptly cease such use. Unless or until any act,
omission or misrepresentation on the part of GT or any of its officers,
directors, agents or employees directly and negatively impacts upon the goodwill
associated with any of AXP's trade names, trademarks and/or service marks, the
parties will mutually agree to display a reasonably sized pixel "Powered by GT"
or similar logo in the page footer on the home page of
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each Site and the parties will discuss in good faith the extension to other
pages (but AXP shall not have any obligation to extend such branding) (except
that a customer of AXP may request that the logo be removed ). Such logo shall
link only to a static web page hosted within the corporate domain and AXP shall
have the right to approve such content of the static web page. Other than the
page footer reference, GT acknowledges that (i) the licenses granted pursuant to
this Section 6.8 in no way, form or manner create or infer any obligation on the
part of AXP to use any of the GT Marks, and (ii) AXP shall have sole discretion
and control as to the size, location and position of its usage of the GT Marks.
6.9 Use Restrictions Applicable to Both Parties. Except as provided above
in Sections 6.7 and 6.8, neither party shall acquire a right to use, and shall
not use without the other party's prior written consent, in each instance, the
names, characters, artwork, designs, trade names, trademarks or service marks of
the other party in any advertising, publicity, public announcement, press
release or promotion, or in any manner tending to imply an endorsement of the
other party's products or services and shall maintain all copyright, trademark,
service mark or other proprietary notice on such party's products or services
and otherwise comply with such party's reasonable quality control requirements.
6.10 New Products. New Product shall be provided to AXP at the lowest
price to a distributor or at thirty-five (35) percent off of GT's then current
list price therefor whichever is lower. As soon as GT has ten (10) end user
customers or six (6) months after general commercial availability of the New
Product, whichever is earlier, then such thirty-five (35) percent discount will
be deducted from the lowest price (excluding the lowest ten percent (10%)
customers by Transaction volume) paid by GT's end user customers for such New
Product.
6.11 Right of Injunction. Each of the parties hereto acknowledges and
agrees that, in the event of a breach of any of the foregoing provisions, the
non-breaching party will have no adequate remedy in damages and, accordingly,
shall be entitled to injunctive relief against such breach; provided, however,
that no specification of a particular legal or equitable remedy shall be
construed as a waiver, prohibition or limitation of any legal or equitable
remedies in the event of a breach hereof.
ARTICLE VII
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SERVICES
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7.1 Operation of Corporate Site. GT will operate, host and maintain the
Corporate Sites on behalf of AXP in accordance with the terms of this Agreement
and the Service Level Agreement attached hereto as Exhibit "D", as well as the
Hosting Services Location and Description in Exhibit "E".
7.2 Hosting Services, Parallel Back-Up Hosting Services, Disaster
Recovery, GT Primary Responsibility.
(a) Hosting Services. Upon AXP's Acceptance of the Corporate
----------------
Phase I Functionality, or such later date as the parties may mutually
agree, and continuing throughout the remainder of the term of this
Agreement, GT shall provide the Hosting Services to AXP. Except as may be
necessary on an emergency basis to maintain the
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continuity of the Hosting Services, GT shall not, without AXP's consent,
modify (i) the composition or nature of the Hosting Services, or (ii) the
manner in which the Hosting Services are provided or delivered, if such
modification(s) would have an adverse effect on AXP's operations or
Customers. As part of the Hosting Services, GT shall provide the project
management, installation, testing, training, documentation and related
services described in Exhibit "D" and/or otherwise required by the terms of
this Agreement. Also as part of the Hosting Services, GT shall make
available, configure, maintain and act as host for the Reservation System.
(b) Parallel Back-Up Hosting Services. If AXP requests a General
---------------------------------
Work Order to perform a redundant fail over capability with data base
synchronization or replication, on hardware and software located in the
Northeastern U.S.A., GT will accept this specific General Work Order as
long as AXP pays for all such development activities at GT's actual costs.
(c) Disaster Recovery and Back Up Services. As part of the Hosting
--------------------------------------
Services, GT will (i) develop and submit to AXP for its approval and, upon
AXP's approval, implement and manage, disaster recovery plans and backup
plans, substantially in the form of Exhibit BB, for the computer equipment
and operating environment on which the Hosting Services will be provided,
(ii) within thirty (30) days of the execution of this Agreement, and at
least once every quarter during the term of this Agreement, update and test
the operability of the disaster recovery plan in effect at that time, (iii)
upon AXP's request, certify to AXP that the disaster recovery plans are
fully operational, and (iv) upon discovery by GT, promptly provide AXP with
a notice of a disaster and implement the disaster recovery plans upon the
occurrence of any such disaster affecting the provision or receipt of the
Hosting Services. Whenever a disaster causes GT to allocate limited
resources between or among GT's customers and Affiliates, AXP shall receive
at least the same priority in respect of such allocation as GT's Affiliates
and GT's other commercial customers.
(d) GT Primarily Liable for Hosting Services. Pursuant to an
----------------------------------------
Internet Data Center Services Agreement GT has entered into with Exodus
Communications, Inc. ("Exodus"), GT has installed its Reservation System at
Exodus' site and therefore is conducting its Hosting Services for itself,
others and the Corporate Site from Exodus. GT agrees to and accepts primary
responsibility and liability for providing the Hosting Services from Exodus
and/or from any other third party.
7.3 Service Level Agreement. In addition to the requirements set forth in
this Agreement, GT agrees that its performance will meet or exceed each of the
applicable terms of the Service Level Agreement set forth in Exhibit "D", as the
same may be modified from time to time, subject to the limitations and in
accordance with the provisions set forth in this Agreement. Once every month, GT
shall provide to AXP reports that detail GT's performance for the previous month
relative to the Service Level Agreement.
7.4 Training & Support. GT agrees to provide in-depth training and
support, at least as detailed as GT's internal training of GT's sales and
support personnel, to a reasonable number of AXP personnel prior to any release
on all GT product functionality in a timely and
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comprehensive manner and for all new releases, including on-site training at GT
to ensure AXP has the requisite expertise to meet its Minimum Revenues
hereunder. This training will include instruction, demonstration, and hands-on
training in all aspects of system installation and configuration, servicing and
support necessary to set-up a Corporate Site that will enable bookings, sell and
provide support and customer service. It is the intent of both parties that AXP
would be fully capable of independently selling, installing and providing
customer service to the Corporate Sites (except for the obligations allocated to
GT under this Agreement). Such support will include, but not be limited to,
telephone support to AXP's designated support contact twenty-four (24) hours a
day, seven (7) days a week. The Customer and AXP will be fully responsible for
rendering sufficient 1st and 2nd level support, as defined in the SLA on Exhibit
"D", to its Customers and users of the Corporate Site including, but not limited
to, training such users on use of the Corporate Site and maintaining a service
center with access to trained support contacts. If AXP requests a General Work
Order to perform additional training and development of customer support tools,
then GT will accept this specific General Work Order as long as AXP pays for all
such development activities at GT's actual costs. These tools may include 1st
level support tools, 2nd level support tools, client implementation packet, end-
user training materials, program administrator training materials, FAQ's, and
standard default customer set-up schemes. GT shall use diligent efforts to
provide as soon as reasonably practicable a demonstration site ("Rexport Site")
for use by AXP as a training and sales demonstrations tool.
7.5 Intentionally left blank.
7.6 Clearances and Fees for Features. To the extent that fees are
required to be paid to third parties for the permissible use of any
functionality, feature or aspect of the Sites obtained by GT from third parties
(other than Customers), GT shall promptly use commercially reasonable efforts to
secure such rights and, except for the fees payable by AXP hereunder, pay all
necessary clearance fees without additional charge to AXP.
7.7 Security Requirements for Hosting Services Processing. As part of the
Hosting Services, GT shall maintain and enforce at each Service Location safety
and physical security procedures that are (a) at least equal to industry
standards for such types of service locations, (b) at least as rigorous as those
procedures in effect at such Service Location as of the Effective Date and (c)
which provide reasonably appropriate technical and organizational safeguards
against accidental or unlawful destruction, loss, alteration or unauthorized
disclosure or access of AXP User Information and all other data owned by AXP and
accessible by GT hereunder. AXP shall have the right to establish back up
security for data and to keep back up data and data files in its possession if
it chooses and AXP reimburses GT for the reasonable actual cost associated
therewith. If additional safeguards for AXP User Information are requested by
AXP, GT shall provide such additional safeguards and AXP shall reimburse GT for
the reasonable expenses therefor. Without limiting the generality of the
foregoing, GT shall take all reasonable measures to secure and defend the Sites
against "hackers" and others who may seek, without authorization, to modify or
access the Sites or information found therein without the consent of AXP, and to
correct the Sites to their original form in the event that it is modified
without the consent of AXP. GT shall periodically test the Sites, and cooperate
with AXP in its or its agents' testing thereof, for potential areas where
security could be breached. GT shall report to AXP in a timely fashion any
breaches of security or unauthorized access to the Sites that GT is aware of. GT
shall use its diligent efforts to remedy such breach of security or unauthorized
access in a timely
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manner. GT shall develop a reasonably appropriate process, subject to AXP's
approval (not to be unreasonably withheld), to restrict access in any such
shared environment to AXP's Confidential Information.
7.8 Usage Reporting. GT agrees to provide to AXP (in an email test
format or AXP can download through online access) usage and tracking reports on
a daily, weekly, and monthly basis by Sites and shall be segmented by type of
Sites, when available, as specified in the Exhibit "V." Reports will include the
specific types of reports identified in Exhibit "V." At all times during the
Term, GT shall provide to AXP, at AXP's written request and expense, a recent
copy of the AXP User Information in a mutually agreed format.
7.9 Marketing. The Sites will be publicized and marketed in all respects
as a service offered by and proprietary to AXP or as AXP otherwise elects. AXP
will use diligent efforts to promote the AXP Consumer Site and to grow the
traffic and sales for such site, but shall retain full freedom and flexibility
in the manner it chooses to market, promote or support all of the Sites
hereunder, except as otherwise provided in this Agreement.
7.10 Advertising. As of the Release Date, in the event that AXP selects
or selected Payment Option 2 in Exhibit "C," AXP shall have the exclusive right
to approve the procurement, sale and placement of all advertising for the
Consumer Site and GT shall be responsible for billing and collection for all
such advertising it procures. Pursuant to Option 2 on Exhibit "C," AXP may elect
to assume the procurement, sale and placement, billing and collections of all
advertising to the Consumer Site on the same payment terms. Pursuant to Options
1 or 3 on Exhibit "C", AXP shall be solely responsible for the procurement, sale
and placement, billing and collection, and shall retain all revenues from such
advertising.
7.11 Prohibited Activities. GT agrees that it shall provide the Hosting
Services to AXP without undertaking any of the following activities as part of
the Hosting Services:
(a) GT shall not link or otherwise make available AXP Content to
sites other than Site(s).
(b) GT shall not transfer customers of the Current GT Consumer Site
to AXP or any third party prior to the Release Date.
(c) Reregistration of the Domains from GT to AXP shall not take
place until the Release Date.
7.12 Adjustments. The Minimum Revenues will be reduced by [*] in Year
One, [*] in Year Two and [*] in Year Three on a monthly basis for each [*]
below the requisite Uptime level specified herein as measured monthly. The
parties agree that the remedies specified in this Section are (except for the
ability to terminate pursuant to the terms of this Agreement) the sole and
exclusive remedy for failure to comply with the Uptime levels required under
this Agreement and reflect fair and reasonable estimates of the compensation
to AXP necessary for the damage sustained as a result of the loss of the use
of the Corporate Site as warranted by GT. Each quarter during the Term, AXP
shall provide GT with a six (6) month rolling forecast of the total
transaction volumes by Sites ("Forecast"). If the actual transaction
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
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<PAGE>
volume during any month is fifty percent (50%) greater than anticipated in the
most recent Forecast, then the remedy specified in this Section 7.12 shall not
apply.
7.13 Fulfillment. If AXP elects Option 2 on Exhibit "C", GT will be
responsible for printing and mailing airline tickets, sending the associated
email confirmations and for weekly reporting to ARC.
ARTICLE VIII
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INTELLECTUAL PROPERTY
---------------------
8.1 AXP User Information. GT will provide to AXP all AXP User Information
in a format to be mutually agreed upon by GT and AXP. GT agrees not to use AXP
User Information except in accordance with the instructions of AXP or as
necessary to operate the Sites in accordance with the terms hereof.
8.2 Ownership of AXP User Information. GT agrees that all data relating
to the AXP User Information which are received, used or stored in connection
with the Hosting Services provided hereunder or otherwise is, or will be and
shall remain the exclusive property of AXP and shall be deemed Confidential
Information of AXP. GT hereby waives any interest, title, lien or right to any
such data. Subscriber records and data provided by AXP to GT shall not be (i)
used by GT other than in connection with providing the Hosting Services, (ii)
disclosed, sold, assigned, leased, or otherwise provided to third parties by GT,
or (iii) commercially exploited by or on behalf of GT, its employees,
subcontractors or agents. AXP User Information shall be furnished to AXP, in
such format as AXP shall reasonably request, on a weekly basis and, in any
event, immediately upon the termination or expiration of this Agreement for any
reason whatsoever.
8.3 Reservation of Rights. Nothing in this Agreement shall be deemed to
imply that GT is assigning or transferring any right, title and interest in or
to the Reservation System or General Work Orders or that any code or software
related to the Reservation System or General Work Orders is to be provided to
AXP under the terms of this Agreement, except as provided in Exhibit "W"
(Escrow). Nothing in this Agreement shall be deemed to imply that AXP is
assigning or transferring any right, title or interest in or to the AXP User
Information, the AXP Content, the AXP Unique Features or AXP Confidential
Information, or otherwise, except as expressly set forth herein.
8.4 Ownership of GT Property. AXP acknowledges that except for AXP Unique
Features, AXP User Information, AXP Confidential Information and the AXP Content
as defined hereunder, GT owns all right, title and interest in and to all
financial, technical, and business information, aggregate data not including
personally identifiable information relating to AXP or its users, software and
other technology, including, without limitation, source codes, object codes,
operating instructions, writings, interfaces, information, data, formulas,
algorithms, models, drawings, photographs, and design concepts, and all other
documentation developed for or relating to the Reservation System, Sites, New
Products or General Work Orders, together with all modifications, revisions,
changes, copies, partial copies, translations, compilations, partial copies with
modifications and derivative works related to the Reservation System, Sites, New
Products or General Work Orders, but not including AXP Unique Features, AXP User
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Information, AXP Content and AXP Confidential Information, shall all constitute
the "GT Property". Except as expressly provided in this Agreement, AXP shall not
sell, transfer, publish, disclose, display, license or otherwise make available
to others any part of such GT Property or copies thereof. All Intellectual
Property Rights and all other property rights of any nature in the GT Property
are, shall be and shall remain in GT. GT shall have all authorship rights in the
GT Property. The GT Property is and shall remain the sole and exclusive property
of GT, with GT having the right to obtain and to hold in its name, patents,
copyright registrations or trademark or service mark registrations or such other
protection as may be appropriate to the subject matter, and any extensions and
renewals thereof.
8.5 Ownership of AXP Property. GT acknowledges that except for GT
Property, AXP owns all right, title and interest in and to all financial,
technical, business and personally identifiable information, if any, previously
existing, independently developed or obtained by AXP which is submitted by AXP
for inclusion in the Site(s) (including, without limitation, the template
specifying the look and feel of the Sites, Speedy LFS, PRDS), together with all
AXP Content, AXP User Information, AXP Confidential Information and all
materials products and modifications developed or prepared by GT pursuant to any
AXP Unique Features Work Order (collectively, "AXP Property"). Except as
expressly provided in this Agreement, GT shall not sell, transfer, publish,
disclose, display, license or otherwise make available to others any part of
such AXP Property or copies thereof. All Intellectual Property Rights and all
other property rights of any nature in such AXP Property are, shall be and shall
remain in AXP. AXP shall have all authorship rights in the AXP Property. The AXP
Property is and shall remain the sole and exclusive property of AXP, with AXP
having the right to obtain and to hold in its own name, patents, copyrights
registrations or trademark or service registrations or such other protection as
may be appropriate to the subject matter, and any extensions and renewals
thereof. GT agrees, at AXP's expense, to execute such further documents, and
perform such other reasonable acts, as necessary to evidence or perfect the
rights of AXP defined in this Section 8.5.
8.6 Functional Specifications. AXP may develop a high level functional
specification of the Sites (without implementation information or engineering
specifications), including existing and proposed functionality (the
"Functionality Document"). AXP will own the Functionality Document and may
disclose it to any third party and use it as the basis for product development
by that third party, during the Term (and thereafter AXP's rights with respect
to the Functional Document shall be unrestricted) and no person involved in the
creation of the Functionality Document will be restricted hereunder with respect
to future activity on account of such involvement; provided, however, that (i)
GT is not by this paragraph assigning, licensing or granting any immunity under
any patent right or copyright and (ii) if a person involved in the development
of the Functionality Document accepts from GT a functionality suggestion
identified in writing by GT as confidential or secret ("Confidential
Functionality"), it will be held as Confidential Information until such time as
the Confidential Functionality shall be made publicly available by GT or is
otherwise available in the marketplace.
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ARTICLE IX
----------
CONSIDERATION
-------------
9.1 AXP Consumer and Small Business Sites. AXP will pay GT in accordance
with the payment schedule set forth in Exhibit "C".
9.2 AXP Corporate, Middle Market and International Sites. AXP will pay GT
in accordance with the payment schedule set forth in Exhibit "C".
9.3 AXP Additional Development. AXP will pay GT in accordance with the
time and materials rates set forth in Exhibit "C".
9.4 Maintenance Payments. AXP shall make quarterly maintenance payments
to GT in accordance with the payment schedule set forth in Exhibit "C".
9.5 Payment Terms. Unless otherwise provided in this Agreement, AXP will
pay GT within sixty (60) days following the end of each month for amounts
accrued during such month unless notice is provided to GT of a dispute with
respect to such invoice. All payments shall be made in U.S. dollars and any
amount not paid on the date specified therefor shall bear a late fee equal to 1%
per month or the maximum amount permitted by applicable law, whichever is less.
9.6 Payment Terms and Records
(a) AXP Payments to GT: With respect to the operation of the
------------------
Corporate, Small Business Site and International Sites and commencing upon
the conclusion of the first quarter after launch of a Corporate Site, AXP
shall make quarterly payments to GT in an amount equal to the Minimum
Revenue for the applicable Year divided by four (4) within sixty (60) days
following the end of each quarter. GT shall compute the number of
Transactions each quarter and provide a report by the end of such quarter
to AXP specifying the number of such Transactions for such quarter. Such
report shall contain the following details: corporate ID, pseudo city code,
dollar amount of air, car and hotel transaction, PNR locator, date of
travel, traveler name, date booked, ticket number and any other details
agreed to by the parties. AXP shall reconcile its records at the end of
each quarter, or more frequently at AXP's option, to determine the Net
Transaction fees actually payable to GT for such quarter. In the event Net
Transaction fees payable to GT for such Year exceed the Minimum Revenue
paid by AXP for such Year, AXP shall remit such excess amount within sixty
(60) days of the close of such Year. GT and AXP shall maintain complete and
accurate records in sufficient detail to enable the payments due hereunder
to be substantiated. Late fees shall be due on disputed amounts only.
(b) Work Orders. On a monthly basis, GT shall invoice AXP for
-----------
amounts due pursuant to All Work Orders or any other fees, if any, as well
as any other amounts due from AXP hereunder, and AXP shall pay such invoice
in accordance with Section 9.5.
(c) Consumer Site. GT shall compute the number of Transactions each
-------------
quarter and provide a report by the end of each quarter to AXP specifying
the number of such Transactions for the previous quarter. Such report shall
contain the following details: corporate ID, pseudo city code, PNR locator,
date of travel, traveler name, date
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booked, ticket number and any other details agreed to by the parties. AXP
shall reconcile its records at the end of each quarter, or more frequently
at AXP's option, to determine the Net Transaction fees actually due to GT
for such quarter. AXP will remit to GT payment of the Net Transaction fees
for the quarter reviewed within sixty (60) days after the close of the
quarter (except for amounts disputed in good faith by AXP). GT and AXP
shall maintain complete and accurate records in sufficient detail to enable
the payments due hereunder to be substantiated. Late fees shall be due on
disputed amounts if amounts disputed by AXP are in fact due GT.
(d) GT Payments to AXP. Under pricing Option 2 of Exhibit "C", GT
------------------
shall compute the advertising and commission revenues each month and
provide a report by the end of each calendar month to AXP specifying the
gross amount of advertising and commission revenues for the previous
calendar month and the total share due to AXP. GT will remit to AXP payment
of the total undisputed amount due for the calendar month covered by the
report within thirty (30) days after receipt of such report by AXP. GT
shall maintain complete and accurate records in sufficient detail to enable
the payments due hereunder to be substantiated. Late fees shall be due on
disputed amounts.
9.7 Audit. GT and AXP shall maintain accurate records in connection with
the payment provisions under this Agreement. At a party's expense, a party may
appoint an independent, nationally recognized, certified public accountant bound
in confidence and reasonably acceptable to the other party to inspect and audit
the other party's relevant records to ensure compliance with the payment terms
of this Agreement. In the event that any such audit discloses an underpayment of
five (5%) or more, the other party shall promptly remit payment for the
difference and reimburse all of the costs of such audit. Such inspection and
audit shall be at the other party's office during normal business hours upon at
least forty-five (45) days prior notice and shall not interfere unreasonably
with the other party's business activities. Each party agrees to cooperate with
such accountants in conducting such audit. Inspections and audits shall be made
no more frequently than twice a year. AXP shall also have the right to audit
GT's operations and related records, in accordance with the foregoing notice and
procedural and frequency provisions, to ensure compliance with its data
protection obligations under this Agreement.
9.8 Service Location Audit. GT shall procure for AXP the right to enter
the Service Location(s) in order for AXP to audit the Hosting Services no more
frequently than twice a year. AXP shall be entitled to conduct one (1) such
audit on an unannounced basis and the other may be conducted upon seven (7)
days' notice to GT. In the event AXP discovers any substantial noncompliance
with its security, redundancy, and disaster recovery policies then in effect, GT
shall reimburse AXP for the reasonable costs of such audit.
9.9 Compensation Adjustment.
(a) Corporate, International, Small Business. In recognition of
AXP's distribution and marketing investment and efforts, AXP shall be
entitled to the compensation and development cost structure which is the
lowest of the following:
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(i) as set forth in Exhibit "C";
(ii) as set forth in any agreement entered into after the
Effective Date with another distributor providing for substantially
similar scope, volume, terms and conditions; or
(iii) 17.5% less than that set forth in any agreement entered
after the Effective Date with an end user providing for substantially
similar transaction volume and Site features in the end user
agreement.
GT shall promptly notify AXP of the relevant terms and conditions of any
agreements entered after the Effective Date that might give rise to AXP's rights
to a reduced compensation and development cost structure as described above, and
such notice shall be deemed an offer to AXP to accept such terms. Within thirty
(30) days after AXP's receipt of such notice, AXP may elect to modify the
compensation and development cost structure as described above.
For any Renewal Period hereunder through the period ending 10 years after the
Initial Term, the compensation and development cost structure will be capped by
the lowest fee structure AXP could have elected to receive under this paragraph
based on any agreement entered by GT in the preceding 12 month period, provided
that for such Renewal Period AXP agrees to similar terms and conditions
(including, without limitation, scope, volumes, and features), AXP shall be
entitled to receive the same distributor compensation and development cost
structure or end user (less 17.5%) compensation and development cost structure.
(b) Consumer. In recognition of AXP's distribution and marketing
investment and efforts, AXP shall be entitled to the compensation and
development cost structure which is the lower of the following:
(i) As set forth in Exhibit "C"; or
(ii) As set forth in GT's generally available programs for
consumer partners, excluding airlines, entered after the Effective
Date, provided AXP agrees to substantially similar terms and
conditions (when all relevant terms of both agreements are considered
as a whole).
9.10 For any Renewal Period hereunder through the period ending 10 years
after the Initial Term, the compensation and development cost structure will be
capped by the lowest fee structure AXP could have elected to receive under this
paragraph based on any agreement entered by GT in the preceding 12 month period,
provided that for such Renewal Period AXP agrees to similar terms and conditions
(including, without limitation, scope, volumes, and features).
9.11 Transaction Fee Only. GT provides the Hosting Services and the
Upgrades at no extra charge to AXP. GT will not receive any share of any other
amounts whatsoever received by AXP from Customers with respect to the Corporate,
Middle Market and International Sites.
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ARTICLE X
---------
TERM AND TERMINATION
--------------------
10.1 The initial term (the "Initial Term") of this Agreement with respect
to the following markets shall be as follows:
(a) With respect to the Corporate Site(s) for the Middle Market and
Large Market, shall be three (3) years after the Acceptance of the
Corporate Phase I Functionality, unless sooner terminated as provided
herein.
(b) With respect to the Small Business Site(s), shall be three (3)
years after the Acceptance of the Consumer/Small Business Phase I
Functionality, unless sooner terminated as provided herein.
(c) With respect to the International Site(s), shall be three (3)
years after the Acceptance in the first Market Country of the International
Phase I Functionality, unless sooner terminated as provided herein.
(d) With respect to the Consumer Site(s), shall be two (2) years
after the Release Date, unless sooner terminated as provided herein.
With respect to each of the foregoing markets, the following shall apply. AXP
shall notify GT at least ninety (90) days prior to the end of the Initial Term
or any renewal term if it wants to renew this Agreement and if GT agrees to such
renewal then this Agreement shall continue for successive renewal periods (each
a "Renewal Period") each for a term of one year until terminated in accordance
with the terms hereof. Any Initial Term and any Renewal Periods are referred to
in this Agreement as the "Term." AXP may terminate this Agreement at the end of
the then current term by providing GT written notice at least ninety (90) days
prior to the expiration of such term. GT may terminate this Agreement at the end
of the then current term by providing AXP written notice at least ninety (90)
days prior to the expiration of such term.
10.2 Intentionally left blank.
10.3 Termination Prior to the End of the Term. Either party may terminate
this Agreement prior to the end of any terms set forth in Section 10.1 by
written notice to the other for the following reasons:
(a) if either party materially fails to perform or comply with this
Agreement or any provision hereof and such failure continues for a period
of ninety (90) days after receipt of notice from the other party, then the
non-breaching party shall have the right to terminate this Agreement as to
the market (e.g. Corporate, Consumer, Small Business, International) with
respect to which such breach or noncompliance has occurred. By way of
illustration only and not limitation, failure to pass Acceptance Testing
within ninety (90) days after delivery of Corporate, Consumer/Small
Business, or International Phase I Functionality in accordance with the
terms of this Agreement and within the time specified, or failure of AXP to
abide by its marketing obligations as set forth in Article 16, shall be
deemed material.
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(b) Failure to receive approval with respect to the Hart-Scott-
Rodino filing made in connection with the Purchase Agreement, as defined in
Section 10.3 (h) below;
(c) if either party fails to strictly comply with the provisions of
Article_12 relating to Confidentiality or makes an assignment in violation
of Section 17.1;
(d) if either party admits in writing its inability to pay its debts
as they mature, or makes an assignment for the benefit of creditors;
(e) if a petition under any foreign state, or United States
bankruptcy act, receivership statute, or the like, as they now exist, or as
they may be amended, is filed by either party;
(f) if such a petition is filed by any third party, or an
application for a receiver of either party is made by anyone and such
petition or application is not resolved favorably within 120 days; or
(g) if there shall be any act or occurrence with respect to one
party that shall materially and adversely affect the general image, quality
or goodwill associated with the Marks of the other party.
(h) if GT fails for any reason to close the Sale of Series D-3
Preferred Stock and the Series E Preferred Stock and Warrants pursuant to
Series D-3 and Series E Preferred Stock and Warrant Purchase Agreement,
dated as of the date hereof (the "Purchase Agreement"), between GT and the
Investors as defined in the Purchase, Agreement after receipt of the HSR
Act Notification (as defined in the Purchase Agreement).
10.4 Additional Termination Rights of AXP. In addition to AXP's rights to
terminate this Agreement set forth herein, AXP shall have the right to terminate
this Agreement in whole or in part within ninety (90) days of an acquisition by
a Competitor of Control pursuant to a Change of Control Transaction. If GT
informs AXP of a potential Change of Control Transaction, AXP will inform GT
within ten (10) business days as to whether and to what extent it will exercise
its termination rights, in such case AXP can terminate in part or in whole,
under this Section 10.4 in the event such transaction is consummated. If GT
informs AXP of a potential Change of Control Transaction, GT will provide
adequate information, which will be considered to be Confidential Information,
to AXP including but not limited to name, operating changes, extraordinary
conditions and form of the Transaction (asset or stock). For purposes of this
Section 10.4 the following shall apply:
(a) "Control" of GT shall mean possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies
of GT (whether through ownership of securities or other ownership
interests, by contract or otherwise), whether pursuant to a Change of
Control Transaction or otherwise.
(b) "Competitor" shall mean any individual or entity listed on
Exhibit "AA" which list may be amended from time to time to change the
competitors but not the
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categories or number of Competitors per category during the Term by written
notice to GT.
(c) A "Change of Control Transaction" with respect to GT for the
purposes of this section 10.4 means the happening of any of the following:
(i) Any individual, entity or group (not currently a five
percent (5%) or greater shareholder or AXP) (a "Person")) within the
meaning of Section 13(d) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the "1934 Act")) becomes the beneficial owner
(within the meaning of Rule 13d-3 under the 1934 Act) of Voting
Securities of GT representing forty-five percent (45%)or more of the
Actual Voting Power of GT, as a result of a tender or exchange offer,
open market purchases, privately negotiated purchases or otherwise,
or
(ii) Individuals who, as of the date of this Agreement,
constitute the Board of GT (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board; provided, that
any individual becoming a director subsequent to the date of this
Agreement whose election, or nomination for election by GT's
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of either an actual or
threatened election contest or other actual or threatened
solicitation of proxies or consents by or on behalf of a third party
other than the Board, including by reason of agreement intended to
avoid or settle any such actual or threatened contest or
solicitation; or
(iii) GT shareholders approve a reorganization, merger or
consolidation with any other third party in which all Voting
Securities of GT outstanding immediately prior thereto represent
(either by remaining outstanding or being converted into Voting
Securities of the surviving corporation) less than 50% of the Actual
Voting Power of such corporation or the surviving entity outstanding
immediately after such merger, reorganization or consolidation; or
(iv) GT shareholders approve the sale, lease, exchange or
other disposition of all or substantially all of the assets of GT in
one transaction of a series of transactions; or
(v) GT shareholders approve a complete liquidation or
dissolution of GT; or
(vi) There shall occur any share exchange, extraordinary
dividend, acquisition, disposition or recapitalization (or series of
related transactions of such nature) (other than a merger or
consolidation), in which the holders of Voting Securities of GT
immediately prior thereto continue to own beneficially Voting
Securities representing less than 50% of the actual Voting power of
GT immediately thereafter.
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(d) "Voting Securities" of GT shall mean any securities of GT
entitled to vote generally in the election of directors (for this purpose
this shall include all Preferred Stock which is entitled to vote for any
directors and Common Stock) (and any other securities including rights,
warrants and option convertible into, exchangeable for or exercisable for
any such securities and shall include the Preferred Stock of GT.
(e) "Actual Voting Power" with respect to GT means the total number
of votes that may be cast in the election of directors of GT at any meeting
of stockholders of GT assuming all shares of common stock and other
securities of GT entitled to vote generally in the election of directors of
GT were present and voted at such meeting, other than votes that may be
cast only by one class or series of stock (other than common stock) or upon
the happening of a contingency. In determining the percentage of Actual
Voting Power of a corporation beneficially owned by any Person, shares of
common stock and such other securities issuable upon conversion or exercise
of any securities beneficially owned by such Person that are subject to any
rights of conversion or any options, warrants or rights beneficially owned
by such person shall be deemed to be outstanding, but shall not be deemed
to be outstanding for the purpose of computing the percentage of Actual
Voting Power of such corporation owned by any other Person.
10.5 Continuation of Rights Pursuant to the United States Bankruptcy Code.
All rights and licenses granted under or pursuant to this Agreement by GT to AXP
shall be deemed, for purposes of Article 265(n) of the United States Bankruptcy
Code ("the Code"), to be licenses to rights to "intellectual property" as
defined under Article 101(35A) of the Code. GT agrees that AXP, as licensee of
such rights under this Agreement, shall retain and may fully exercise all of its
rights and elections under the Code. GT further agrees that in the event of
commencement of bankruptcy proceedings by or against GT, AXP shall be entitled
to retain all of its rights under this license.
10.6 Additional Rights Upon Termination. If GT files Chapter 11 or Chapter
7 bankruptcy or ceases its business operations without a successor, then GT
shall grant AXP an irrevocable (until GT emerges from Chapter 11 bankruptcy),
perpetual (until GT emerges from Chapter 11 bankruptcy), worldwide license to
use only internally in furtherance of the purposes of this Agreement the Escrow
Materials (until GT emerges from Chapter 11 bankruptcy) to the Reservation
System and would thereby authorize any Escrow Agent under this Agreement to
release such Escrow Materials (until GT emerges from Chapter 11 bankruptcy at
which time AXP will return all Escrow Materials to the Escrow Agent) pursuant to
the Escrow Agreement set forth in Exhibit "W". Except for a release pursuant to
a Chapter 7 bankruptcy or for ceasing business operations without a successor,
the obligations to continue to pay the fees specified hereunder shall continue.
10.7 Effect of Termination. In the event of termination or expiration of
this Agreement with respect to a particular market (e.g., Consumer, Corporate,
International or Small Business) the effectiveness of the terms and conditions
of this Agreement applicable to such market shall cease (except for Articles 8,
12, 13, 14, 15 and Sections 10.7, 10.8 and 10.9) and the remainder of this
Agreement shall continue in full and effect.
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10.8 Effect of Termination - Payments. Upon termination of this Agreement,
all accrued fees shall become immediately due and payable, and the obligation to
make Minimum Revenue payments shall cease as of the effective date of
termination. Payment by AXP of the Sixteen Quarterly Payments, as defined on
Exhibit C, shall continue in accordance with the Schedule therefor set forth on
Exhibit C.
10.9 Transition Services After Expiration or Termination. Upon the
expiration of this Agreement or termination of this Agreement with respect to a
particular market, GT shall, (i) continue to provide the Corporate Site and
Hosting Services to the extent requested by AXP for a period at least one (1)
year, in the event of expiration or termination of this Agreement due to a
breach by GT, or for at least ninety (90) days, in the case of termination of
this Agreement due to a breach by AXP (except if for payment), at fees under
this Agreement and performance standards in effect under this Agreement
immediately prior to such expiration or termination (the "Transition Assistance
Period") and (ii) provide such assistance as required by AXP to transfer the
Hosting Service (not including the Reservation System) to another vendor or to
AXP itself as set forth herein (the "Transition Assistance Services") with
respect to such market. GT shall be compensated for its efforts in the
transition of AXP Hosting Service to another vendor. Upon expiration or
termination of this Agreement for any reason, GT shall, at AXP's direction, use
its diligent efforts to transfer or assign the Hosting Service to another vendor
selected by AXP or to AXP itself. After the expiration of the Transition
Assistance Period or upon termination by AXP, or termination by GT for AXP non-
payment, GT shall (1) answer questions regarding the Hosting Service on an as
needed basis for ninety (90) days, (2) deliver to AXP all AXP User Information
and any remaining AXP-owned reports and documentation still in GT's possession
and (3) at AXP's direction, destroy all AXP data and information in its
possession. In addition to the foregoing, upon AXP's request, GT will transfer
all records, files, reports and other data relating to AXP and/or its customers
which are received, used or stored in connection with the Hosting Services as of
the date of such expiration or termination. GT shall provide a redirect of the
URL and extensions to an AXP designated site and a copy of AXP User Information
at no cost to AXP. With AXP's approval, which may not be unreasonably withheld,
GT may negotiate transfer expenses on behalf of AXP with another entity to
insure the reasonableness of the expenses. With AXP's approval, which may not be
unreasonably withheld, GT may provide components of the transfer. Any such
Transition Services shall be described and attached hereto as Exhibit "CC".
ARTICLE XI
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ESCROW
------
11.1 Escrow Materials. GT agrees to put object code and source code and
the documentation thereto, which shall include all relevant commentary,
including, but not limited to, explanation, flow charts, algorithm and
subroutine descriptions, memory and overlap maps, designs, architecture and
other similar materials, for the Reservation System in escrow with an
independent third party escrow agent located in the United States, acceptable to
AXP, which acceptance shall not be unreasonably withheld ("Escrow Materials").
The parties shall enter into an escrow agreement substantially in the form
attached hereto as Exhibit "W", within thirty (30) days of the Effective Date.
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11.2 Release of Escrow. Escrow Materials will be released as described in
Section 10.6.
ARTICLE XII
-----------
CONFIDENTIALITY
---------------
12.1 Confidentiality. Each party (the "Receiving Party") shall and shall
require its subcontractors, agents, and employees to regard and preserve as
confidential all financial, technical and business information of the other
party and all information that is identifiable to a particular individual
related to the other party (the "Disclosing Party"), and each of their
respective Affiliates, clients, suppliers and other entities with whom they do
business that is disclosed to the Receiving Party ("Confidential Information").
Without limitation of the foregoing, the AXP User Information shall be
considered AXP's "Confidential Information". The Receiving Party agrees to hold
such Confidential Information in trust and confidence for the Disclosing Party
and not to disclose such Confidential Information to any person, firm or
enterprise, or use (directly or indirectly) any such Confidential Information
for its own benefit or the benefit of any other party, unless authorized by the
Disclosing Party in writing, and even then, to limit access to and disclosure of
such Confidential Information to its employees on a "need to know" basis only.
Information shall not be considered "Confidential Information" to the extent,
but only to the extent, that such information is: (i) already known to the
Receiving Party free of any restriction at the time it is obtained from the
Disclosing Party; (ii) subsequently learned from an independent third party free
of any restriction and without breach of this Agreement or any agreement with
such third party; (iii) is or becomes publicly available through no wrongful act
of the Receiving Party; or (iv) is independently developed by the Receiving
Party without reference to any Confidential Information. Notwithstanding the
foregoing the Receiving Party may make any disclosure required to be made by
such Receiving Party under applicable law or an order, judgment, decree or
subpoena of a court of competent jurisdiction if it determines in good faith
that it is necessary to do so provided, however, that the Receiving Party shall
give prior written notice to the Disclosing Party so that the Disclosing Party
may seek an appropriate protective order or other remedy and/or waive the
provisions of this Agreement, and the Receiving Party will cooperate with the
Disclosing Party to obtain such protective order. In the event that such
protective order or other remedy is not obtained or the Disclosing Party waives,
in writing, compliance with the relevant provisions of this Agreement, the
Receiving Party will furnish only that portion of the Confidential Information
which, in the written opinion of the Receiving Party's counsel, is legally
required to be disclosed and, upon the Disclosing Party's request use good faith
reasonable efforts to obtain assurances that confidential treatment will be
accorded to such Confidential Information.
12.2 Injunctive Relief. The Receiving Party acknowledges and agrees that,
in the event of a breach of any of the foregoing provisions, the Disclosing
Party will have no adequate remedy in damages and, accordingly, shall be
entitled to injunctive relief against such breach; provided, however, that no
specification of a particular legal or equitable remedy shall be construed as a
waiver, prohibition or limitation of any legal or equitable remedies in the
event of a breach hereof.
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ARTICLE XIII
------------
LIMITATION OF LIABILITY
-----------------------
13.1 PRIOR ACTS AND WARRANTY DISCLAIMER. EXCEPT AS OTHERWISE PROVIDED IN
THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTY OR REPRESENTATION TO THE
OTHER (EITHER EXPRESS OR IMPLIED), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
13.2 GT'S LIMITATION OF LIABILITY. EXCEPT FOR (i) GT'S LIABILITY WITH
REGARD TO ANY CLAIMS FROM ANY GT CUSTOMERS ARISING OUT OF ANY ACTS OR OMISSIONS
PRIOR TO AND UP TO THE RELEASE DATE WHICH LIABILITY SHALL BE UNLIMITED AS TO
AXP, (ii) GT'S INDEMNITY OBLIGATIONS HEREUNDER, (iii) GT'S BREACH OF ITS
CONFIDENTIALITY OBLIGATIONS, OR (iv) DAMAGES ARISING OUT OF GT'S INTENTIONAL
MISRPRESENTATION, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, BOTH PARTIES AGREE
THAT GT'S LIABILITY (UNDER BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR
OTHERWISE), IF ANY, FOR ANY DAMAGES RELATING TO THIS AGREEMENT SHALL NOT EXCEED
THE ACTUAL AMOUNTS RECEIVED BY GT DURING THE TERM OF THIS AGREEMENT PRECEDING
THE EVENT CAUSING SUCH DAMAGES.
13.3 AXP'S LIMITATION OF LIABILITY. EXCEPT FOR AXP'S INDEMNITY OBLIGATION,
BREACH OF ITS CONFIDENTIALITY OBLIGATION, OR DAMAGES ARISING OUT OF AXP'S
INTENTIONAL MISREPRESENTATION, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, BOTH
PARTIES AGREE THAT AXP'S LIABILITY (UNDER BREACH OF CONTRACT, NEGLIGENCE, STRICT
LIABILITY OR OTHERWISE), IF ANY, FOR ANY DAMAGES RELATING TO THIS AGREEMENT
SHALL BE LIMITED TO THE ACTUAL FEES OR OTHER AMOUNTS PAID OR OWED BY AXP TO GT
PURSUANT TO THIS AGREEMENT.
13.4 LIMITATON ON CONSEQUENTIAL DAMAGES AND COVER. IN ADDITION TO THE
FOREGOING NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT,
SPECIAL OR OTHER DAMAGES OF ANY KIND INCLUDING LOSS OF PROFITS, EVEN IF SUCH
OTHER PARTY HAS BEEN ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH
DAMAGES. ANY LIABILITY FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY
OR SERVICES WILL BE LIMITED TO $3.75 MILLION.
ARTICLE XIV
-----------
WARRANTIES AND WARRANTY DISCLAIMER
----------------------------------
14.1 GT's Travel Management Software. GT warrants and represents that the
Reservation System will function and perform in material accordance with Exhibit
"K", and the deliverables resulting from the Phases will function and perform in
substantial accordance with specifications for the applicable Phase
Functionality, and All Work Orders. GT further represents and warrants that:
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(a) As of the Effective Date, it has agreements in place with the CRS
systems listed in Exhibit "DD" showing expiration dates in each case.
14.2 General Warranties. GT represents and warrants that (i) it has all
necessary rights, licenses and approvals required to provide the Hosting
Services at the Service Location and its Reservation System and believes it will
have and/or will use diligent efforts to obtain such rights with respect to the
functionality of each phase to be developed hereunder (collectively, the
"Functionality") to AXP in accordance with this Agreement; (ii) neither such
provision of the Site(s) by GT in accordance with this Agreement, nor, GT
believes, any of the Functionality, will infringe upon or violate any patent,
copyright, trade secret or other proprietary right; (iii) AXP shall receive free
and clear title to all AXP Unique Features and the rights to the AXP Restricted
Features provided in this agreement;(iv) (v) the Site(s) and Functionality shall
substantially perform the functions and operate in accordance with this
Agreement and the applicable specifications; (vi) the Hosting Services hereunder
will be rendered using sound, professional practices and in a competent and
professional manner by knowledgeable, trained and qualified personnel; (vii) all
obligations owed to the third parties with respect to the activities
contemplated to be undertaken by GT pursuant to this Agreement are or will be
fully satisfied by GT so that AXP will not have any obligations (other than
obligations set forth in this Agreement) with respect thereto; (vii) GT's
obligations hereunder are not in conflict with any other GT obligations; (ix) GT
will comply with all applicable foreign (as to Market Countries), federal, state
and local laws, rules and regulations in the performance of its obligations
hereunder; including but not limited to all applicable national and
international data protection laws and regulations; (x) provided they are in
accordance with applicable law, GT will comply with the AXP Privacy Policy,
Internet Customer Privacy Statement and Web Site Rules and Regulations, as the
same are posted from time to time on the AXP website in the provision of the
Sites and in the performance of its other obligations hereunder provided that
for any changes to such policies not required by law, GT's obligation will be to
use its diligent efforts to implement such policies within a reasonable time and
at a reasonable cost;(xi) GT will not otherwise commit any act of willful or
grossly negligent misconduct that results in a breach of a Customer's right of
privacy; and (xiii) at all times during the term of this Agreement, GT will
comply with the AXP Security Protocol set forth in Exhibit "Y" in the
performance of its obligations hereunder; (xiv) where required by applicable
local law, it is duly registered and in full compliance with legislation and
regulations regarding data protection; (xv) the physical location of the Service
Location(s) currently substantially conforms to the diagrams and descriptions
thereof previously provided by GT to AXP; and (xvi) GTs arrangements with its
subcontractors and agents who provide services to GT in connection with the
performance of GTs obligations hereunder shall be in compliance with the terms
and conditions of this Agreement.
14.3 Data Warranty. GT agrees that such GT Customer Data consists of at
least approximately [*] names (including approximately 570,000 email addresses
associated with such names) and approximately [*] names of users who have
accessed the Current GT Consumer Site from June 1998 through June 1999
(including approximately [*] addresses, [*] phone number and [*] email addresses
associated with such names).
14.4 Millennium and Euro Compliance.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
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(a) Millennium. GT further represents and warrants that the Site(s)
----------
(including without limitation, the Reservation System utilized to provide
the Site(s), and the Functionality associated therewith) provide accurate
results using data having date ranges spanning the twentieth (20th) and
twenty-first (21st) centuries (e.g., years 1900-2100). Without limiting the
generality of the foregoing, GT warrants that the Site(s) provided by GT
shall (a) manage and manipulate data involving all dates from the 20th and
21st centuries without functional or data abnormality related to such
dates; (b) manage and manipulate data involving all dates from the 20th and
21st centuries without inaccurate results related to such dates; (c) have
user interfaces and data fields formatted to distinguish between dates from
the 20th and 21st centuries; and (d) represent all data related to include
indications of the millennium, century, and decade as well as the actual
year. Notwithstanding the foregoing, the preceding warranty is conditional
upon CRS, any other third party content provider designated by AXP and AXP
systems used in combination with the Reservation System properly exchanging
date data with the Reservation System and being 2000 compliant.
(b) Euro Compliance. "Euro Compliance" means with respect to an
---------------
Accepted International Market Site (i) is capable of performing all its
intended functions for the currency of the country for the International
Market Site, United States dollar and the Euro, where applicable, (ii) will
comply with the legal requirements applicable to the Euro in any
jurisdiction in for the International Market Site, and (iii) is capable of
displaying and printing, and will incorporate in all relevant screen
layouts, all Euro symbols and codes adopted for the International Market
Site. AXP will be responsible for identifying AXP's business requirements
with respect to Euro Compliance during the business requirements gathering
phase or within a mutually agreed to time frame, and for timely review and
approval, where appropriate, of specifications that will provide these
needs.
14.5 Content Warranty. Each party represents and warrants that its own or
any 3rd party content that such party provides to the Sites, with AXP's
permission(a) shall not contain libelous, defamatory, obscene, pornographic or
profane material or any instructions that may cause harm to any individuals; (b)
may be reproduced, used, converted into digital or other electronic media,
displayed, and distributed as contemplated by this Agreement without violating
or infringing the rights of any other person or entity, including, without
limitation, infringing any copyright, trademark or right of privacy, or any
other intellectual or industrial property right, title or interest of any party,
and without obligating AXP to pay any fees to third parties; (c) each party will
obtain all rights, permissions and approvals from any third party (including but
not limited to electronic reproduction rights necessary for use of the Content
in connection with the Site(s)); (d) is accurate to the best of the party's
knowledge; and (e) each party will pay or cause to be paid all royalties, fees
or other compensation due to third parties in connection with the exploitation
of the Content provided by such party in the manner contemplated by this
Agreement.
14.6 Warranty Exception. In addition to any other limitations, AXP
acknowledges and agrees that GT shall not be responsible for Site unavailability
due to (i) outages caused by the failure of public network or communications
components, (ii) errors in the HTML coding in, or any other aspect of, the
electronic files containing the AXP Content or Customer Content (unless
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such content is coded by GT) or (iii) unauthorized use or misuse by users of the
Site(s), unless due to GT's failure to comply with the security standards,
procedures and obligations provided pursuit to this Agreement.
ARTICLE XV
----------
INDEMNITY
---------
15.1 Indemnification.
(a) Except as provided in subsection (b) below, GT agrees to defend,
indemnify and hold AXP and its Affiliates, and each of their respective
directors, officers, employees and agents harmless from and against any and
all third party claims, demands, liabilities, losses, costs, damages or
expenses, including reasonable attorneys' fees and costs of settlement,
resulting from or arising out of: (i) the Reservation System,
Functionality, Hosting Services, GT Content, or any work product pursuant
to a Work Order, or the use thereof, actually or allegedly infringing or
violating any patents, copyrights, trade secrets, licenses, or other
property rights of any third party, or (ii) any third party claims arising
out of GT's representations and warranties hereunder.
(b) AXP agrees to defend, indemnify and hold GT and its Affiliates,
and each of their respective directors, officers, employees and agents
harmless from and against any and all third party claims, demands,
liabilities, losses, costs, damages or expenses, including reasonable
attorneys' fees and costs of settlement, resulting from or arising out of:
(i) AXP Content, or any specifications provided by AXP for work pursuant to
All Work Orders, or the use thereof, actually or allegedly infringing or
violating any patents, copyrights, trade secrets, licenses, or other
property rights of any third party, or (ii) any third party claims arising
out of AXP's representations and warranties hereunder.
(c) If the Reservation System, Hosting Services, or GT Content
("Service and/or Material"), or any part thereof, becomes, or in GT's
opinion is likely to become, the subject of any claim or action covered by
Section 15.1, then, GT may at its expense either: (i) procure the right to
continue using same as contemplated hereunder; (ii) modify same to render
same non-infringing (provided such modification does not adversely affect
the Sites); or (iii) replace same with or an equally suitable, functionally
equivalent, compatible, non-infringing Service and/or Material. If none of
the foregoing are commercially practicable, GT having used all reasonable
efforts, then , AXP shall have the right to terminate this Agreement in
whole or in part. Further, if AXP in its sole discretion believes that it
may suffer liability or damages of any nature as a result of infringing or
allegedly infringing Service and/or Material, AXP may require that GT
remove such Service and/or Material from the Corporate Site upon five (5)
days' written notice to GT.
15.2 Publicity. The parties will agree upon a press release announcing
this relationship. Any publicity or press release relating to this Agreement
must be received in writing for review and approval of the other party and shall
not be released unless or until written approval is received from the other
party. In the event, any such disclosure is legally necessary, pursuant to the
contemplated Initial Public Offering by GT, GT must give notice in writing to
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<PAGE>
AXP of such requirement, providing the date of disclosure and attaching a copy
of any such disclosure, for review and approval by AXP. Notwithstanding any
contrary provisions in this Agreement, GT has the right to disclose aggregate
transaction data, without any disclosure of information about individual users
of the Sites and without reference to AXP.
ARTICLE XVI
-----------
MARKETING
---------
16.1 AXP and GT's Current On-Line Customers. As of the Effective Date and
during the Term of the Agreement, each party has or will have customer
relationships pursuant to which GT provides the Reservation System or AXP
provides on-line travel booking services ("Existing Customers"). The parties
agree that, during the term of this Agreement, and for six months thereafter,
neither will actively solicit the Existing Customers of the other party to sell
an online booking service. Nothing in the foregoing sentence will prevent either
party from responding to a request from an Existing Customer of the other party.
Notwithstanding the foregoing, AXP may sell functionality not provided by the
Reservation System to GT's Existing Customers.
16.2 Corporate Site Marketing. AXP agrees to diligently promote and
vigorously market solely the Corporate Site to the Percentages of the Global 950
(Fortune 600 and International 350) until such time as the prospect is
disinterested in the Corporate Site, after which time AXP will be free to market
and promote any available product to such Prospect and will make such Prospect
aware that the Reservation System is an alternative option. Nothing precludes
discussion of competitive products as part of such promotion of the Corporate
Site. The specific prospects are to be selected by AXP in its sole discretion
("Prospects") and AXP will provide the names of Prospects to GT. The above
provisions do not prohibit un-targeted, general market promotions including but
not limited to press releases, trade shows etc. AXP agrees to use commercially
reasonable efforts to promote and market the Corporate Sites to the Large
Market.
16.3 Middle Market Site Marketing. If AXP actively promotes and markets an
online booking system to the Middle Market, then AXP agrees to diligently
promote and vigorously market solely the Corporate Site to the Middle Market
until such time as the prospect is disinterested in the Corporate Site, after
which time AXP will be free to market and promote any available product to such
Prospect, and will make such Prospect aware that the Reservation System is an
alternative option. Nothing precludes discussion of competitive products as part
of such promotion of the Middle Market Site.. The above provisions do not
prohibit un-targeted, general market promotions including but not limited to
press releases, trade shows etc.
16.4 Intentionally left blank.
16.5 Marketing and Phase I Functionality. GT acknowledges that Acceptance
of Corporate Phase I Functionality is a condition precedent to the commencement
of AXP's obligation to vigorously market solely the Corporate Site. In addition,
GT acknowledges that Acceptance of International Functionality for each Market
Country is a condition precedent to the commencement of AXP's obligation to
vigorously market solely International Sites in such country.
-36-
<PAGE>
16.6 Marketing Prior to Acceptance. AXP reserves the right to market the
Corporate Site(s) and International Site(s) to more than the Percentages and may
commence promoting and marketing of the Corporate Site(s) and International
Site(s) at an earlier date than Acceptance of either Corporate Phase I
Functionality or International Phase I Functionality, as applicable, without
prejudice to AXPs rights under Section 4.6. In no event, however, will AXP
implement a production version of a Corporate Site or International Site prior
to such Acceptance.
16.7 Consumer Exclusivity. As of the Release Date, and until January 27,
2002, AXP agrees not to promote, market or sell anything competitive to the
Reservation System portion of the Consumer Site(s). From the Release Date until
January 27, 2002, if GT shall participate in the operation of a consumer site
under a name or mark controlled by GT, then, the exclusivity provisions of this
Section 16.7 applicable to AXP shall terminate; provided, however, GT shall
provide ninety (90) days' written notice to AXP in advance of the launch of a
consumer site under a name or mark controlled by GT. In such event, GT agrees to
redirect the current URL and its extensions for AXP Consumer Site for up to one
(1) year and provide current copy to AXP of the Consumer Site User database at
no charge. Notwithstanding the foregoing, GT shall at all times be able to state
"Powered by GetThere.com" or similar designation in conjunction with the
operation of other consumer sites without consequence. This Section 16.7 applies
to the US market only.
16.8 Small Business Exclusivity. For the Initial Term, AXP agrees not to
promote, market or sell anything competitive to Reservation System portion of
the Small Business Site(s). During the Initial Term, if GT shall participate in
the operation of a small business site generally publicly available on the
worldwide web under a name or mark controlled by GT then, the exclusivity
provisions of this Section 16.8 applicable to AXP shall terminate. In such
event, GT agrees to redirect the current URL(s) and its extensions for AXP Small
Business Site(s) for up to one (1) year and GT shall provide AXP with a current
copy of the Small Business User database at no charge. Notwithstanding the
foregoing, GT shall at all times be able to state "Powered by GetThere.com" or
similar designation in conjunction with the operation of other small business
sites without consequence. This Section 16.8 applies to the US market only.
16.9 International Marketing. AXP agrees to diligently promote and
vigorously market solely the International Market Site to Market Countries until
such time as the prospect is disinterested in the International Market Site,
after which time AXP will be free to market and promote any available product to
such Prospect and will make such Prospect aware that the Reservation System is
an alternative option. Nothing precludes discussion of competitive products as
part of such promotion of the International Market Site. The above provisions do
not prohibit un-targeted, general market promotions including but not limited to
press releases, trade shows etc. Notwithstanding the foregoing, AXP may sell a
competitive solution in the UK for a period of one year from the release date of
AXI TRAVEL 4.0 and in Germany for a period of one year from the release date of
AXI TRAVEL 5.0
16.10 Applicability to AXP. The parties acknowledge that Travel Impressions
Inc. and Golden Bear Travel Inc. shall not be subject to this Agreement provided
that they do not use, market, promote or sell a product or service competitive
with the Reservation System marketed under the "American Express" or "AMEX"
brand. Additionally, in the event that AXP shall in the future acquire any other
entity or entities or enter a joint venture in which AXP has at least
-37-
<PAGE>
twenty percent (20%) ownership that have online booking capabilities in
operation or development or have existing relationships with other parties that
involve the provision of online booking services, such acquired entities or
joint venture shall not be subject to this Agreement provided that the acquired
company or joint venture does not use, market, promote or sell a product or
service competitive with the Reservation System marketed under the "American
Express" or "AMEX" brand.
16.11 Competitive Reservation System. During the Term GT shall use diligent
efforts to insure that the Reservation System is developed and operated so as to
be positioned to compete aggressively in the business of providing online travel
reservation capability.
ARTICLE XVII
------------
MISCELLANEOUS
-------------
17.1 Assignment. Neither party may assign any of its rights or duties
under this Agreement without the prior written consent of the other party, such
consent not to be unreasonably withheld, except that, subject to Section 10.4 in
the case of GT, either party may assign to a successor entity in the event of
its dissolution, acquisition, sale of substantially all of its assets, merger or
other change in legal status. AXP may also assign this Agreement to any of its
Affiliates, provided that any such assignment shall not release AXP from its
obligations under this Agreement. The Agreement shall inure to the benefit of
and be binding upon the parties to this Agreement and their respective
successors and permitted assigns.
17.2 Relationship of the Parties. Nothing in this Agreement shall be
construed to create any franchise, joint venture, trust or commercial
partnership or any other partnership relationship for any purpose whatsoever. GT
agrees and represents that it is an independent contractor and its personnel,
including but not limited to the committed development resources, are not AXP's
agents or employees for federal tax purposes or any other purposes whatsoever,
and are not entitled to any AXP employee benefits. GT assumes sole and full
responsibility for their acts and GT and its personnel have no authority to make
commitments or enter into contracts on behalf of, bind or otherwise obligate AXP
in any manner whatsoever. GT, and not AXP, is solely responsible for the
compensation of personnel assigned to perform services hereunder, and payment of
worker's compensation, disability and other income and other similar benefits,
unemployment and other similar insurance and for withholding income and other
taxes and social security.
17.3 Waiver. The forbearance or failure of one of the parties hereto to
insist upon strict compliance by the other with any provisions of this
Agreement, whether continuing or not, shall not be construed as a waiver of any
rights or privileges hereunder. No waiver of any right or privilege of a party
arising from any default or failure hereunder shall affect such party's rights
or privileges in the event of a further default or failure of performance.
17.4 Severability. If any term, provision or part of this Agreement is to
any extent held void unenforceable or invalid by a court of competent
jurisdiction, the remainder of this Agreement shall not be impaired or affected
thereby, and each term, provision and part shall continue in full force and
effect, and shall be valid and enforceable to the fullest extent permitted by
law.
-38-
<PAGE>
17.5 Choice of Law. This Agreement and the resolution of any dispute
hereunder, whether such dispute is in the nature of contract, tort, or
otherwise, shall be governed by and construed in accordance with the laws of the
State of New York (without regard to New York's principles of conflicts of laws)
and of the United States of America.
17.6 Entire Agreement; Modifications. This Agreement and the Purchase
Agreement constitutes the entire agreement and understanding of the parties
hereto in respect of the subject matter contained herein and supersedes all
prior agreements, consents and understandings between them relating to such
subject matter. The parties agree that there is no oral or other agreement
between the parties which has not been incorporated into this Agreement. This
Agreement may be modified or amended only by a duly authorized written
instrument executed by the parties hereto.
17.7 Counterparts. This Agreement may be executed in two counterparts,
each of which will be deemed an original and both of which together will
constitute one instrument.
17.8 Notices. Except as otherwise expressly provided herein, any notice,
request, consent, demand or other communication required or permitted to be
given by this Agreement shall be in writing and shall be personally served or
sent by telecopy (with a copy by prepaid registered or certified mail sent on
that same day), commercial courier service or prepaid registered or certified
mail. Any written notice delivered by telecopy shall be deemed to have been
given on the day telecopied to the other party. Any written notice given by
commercial courier service or registered or certified mail shall be deemed
communicated as of actual receipt. For purposes of this Agreement, the addresses
of the parties, until notice of a change thereof, shall be as set forth below:
If to GT:
GetThere.com (formerly Internet Travel Network)
445 Sherman Avenue
Palo Alto, CA 94306
Attention: General Counsel
Telecopier No. _________________
If to AXP:
American Express Travel Related Services Company, Inc.
American Express Tower
World Financial Center
New York, New York 10285
Attention: General Counsel's Office
Telecopy No.: (212) 640-5423
17.9 Insurance. Throughout the term of this Agreement, GT must maintain
adequate workers compensation, liability, disability, unemployment and
automobile insurance as required under law for GT and each of its employees
performing services under this Agreement and any Work Orders hereunder. GT must
also maintain throughout the term of this Agreement, the
-39-
<PAGE>
following types of insurance coverage, at or above the minimum policy amounts
set out below. All insurance companies must have and maintain an AM Best rating
of A- or better.
-40-
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
AXP as
Additional
Type of coverage Coverage as broad as Policy Minimums insured
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Workers Statutory Requirements Statutory requirements No
Compensation and Combined with workers Each accident, $1,000,000 No
Employers' compensation policy
Liability
Disease policy limit,
$1,000,000
Disease each employee,
$1,000,000
- -----------------------------------------------------------------------------------------
Commercial ISO Form CG0001 General aggregate, Yes
General $2,000,000
Liability and Completed ops products,
Personal $2,000,000
Injury Each occurrence,
$2,000,000
Personal injury,
$2,000,000
- -----------------------------------------------------------------------------------------
Commercial Auto, ISO Form CA0001 Combined single limit, No
$2,000,000
Including Employer's
Non-Owned auto
- -----------------------------------------------------------------------------------------
Commercial Umbrella Underlying EL, GL and May, if necessary, be used Yes
Liability in any combination with the
Auto primary policy limit to
fulfill the above limit
requirements.
- -----------------------------------------------------------------------------------------
Professional N/A Minimum policy limits of Yes
Liability covering $1,000,000. Increased
services under this amounts subject to AXP
agreement discretion
- -----------------------------------------------------------------------------------------
</TABLE>
GT shall provide verification of its insurance coverage by providing a valid
certificate of insurance to AXP upon request. All certificates of insurance must
provide that AXP will be notified thirty (30) days before cancellation. GT's
insurance shall be primary and non-contributory with any insurance maintained by
AXP.
17.10 Intentionally left blank
-41-
<PAGE>
17.11 Dispute Resolution Process; Mediation.
(a) In the event there shall arise any issue or dispute with respect
to the creation of specifications, development work, or the ongoing,
day-to-day operations of the Sites, the parties agree to utilize the
following procedure to resolve such issues or disputes: (i) the Project
Coordinators shall meet and discuss in detail the issues identified to them
for resolution. These meetings shall take place as often as is necessary;
(ii) if the Project Coordinators are unable to resolve a particular issue,
that issue shall be considered at the next regularly scheduled quarterly
meeting of the Steering Committee; provided, however, each party retains
the right unilaterally to demand a meeting of the Steering Committee, which
meeting may be conducted in person or telephonically, within five (5)
business days of a written demand issued to the other party's Project
Coordinator; (iii) issues that are not resolved by the Steering Committee
shall be resolved by the Chief Executive Officer of GT, subject to the
right of either party to utilize the procedural rights and resort to the
remedies described in Sections 17.11(b) - (f) below, or any other remedy
available to them in law or in equity.
(b) Except as expressly provided in this Section 17.11, prior to the
institution of any legal action by one party against the other relating to
any dispute between the parties to this Agreement arising out of or in
connection with this Agreement or any breach, such dispute may be submitted
to a disinterested mediator having substantial experience and recognized
expertise in the field or fields of the matter(s) in dispute. A party may
initiate mediation proceedings by notifying the other party in writing that
it is requesting that a dispute be mediated in accordance with this
Agreement. The mediator shall be agreeable to both parties. The mediation
shall be conducted in New York, New York in accordance with the Commercial
Mediation Rules of the American Arbitration Association. The fee charged by
the mediator shall be borne equally by the parties. The fact that mediation
is or may be allowed will not impair the exercise of any termination rights
under this Agreement. Any mediation and the enforcement of any settlement
entered into by the parties pursuant to such mediation shall be governed by
and construed in accordance with the laws of the State of New York (without
regard to New York's principles of conflicts of laws) and of the United
States of America.
(c) No provision of, nor the exercise of any rights under, this
Section 17.11 shall limit the right of any party to obtain injunctive
relief as provided in this Agreement, during, or after the pendency of any
mediation, and any such action shall not be deemed an election of remedies.
Such injunctive rights can be exercised at any time except to the extent
such action is contrary to a final settlement entered into by the parties
pursuant to a mediation proceeding. The institution and maintenance of an
action for judicial injunctive relief shall not constitute a waiver of the
right of any party, including without limitation the plaintiff, to request
mediation of any dispute.
(d) Any attorney-client privilege and other protection against
disclosure of confidential information, including without limitation any
protection afforded the work-product of any attorney, that could otherwise
be claimed by any party shall be available to and may be claimed by any
such party in any mediation proceeding. No party waives any attorney-client
privilege or any other protection against disclosure of confidential
-42-
<PAGE>
information by reason of anything contained in or done pursuant to or in
connection with this Section 17.11. Each party agrees to keep all disputes
and mediation proceedings strictly confidential, except for disclosures of
information to the parties' legal counsel or auditors or those required by
applicable law. The parties agree to treat all mediation proceedings as
settlement negotiations and agree that such settlement discussions shall be
inadmissible in a court of law. The mediator shall be bound to maintain the
confidentiality of all matters made known to the mediator, as well as notes
or writings prepared by the mediator. The parties agree not to subpoena or
otherwise require the mediator to testify or to produce records, notes or
work product in any further proceedings. Only persons having a direct
interest in the mediation are entitled to attend.
(e) The parties agree to cooperate with each other and with the
mediator in a good faith effort to negotiate a prompt and reasonable
resolution of any dispute mediated.
(f) The mediator is to serve as an impartial third party in assisting
the parties toward settlement of their dispute but may not compel or coerce
the parties to enter into a settlement agreement. The mediator will not
render any decision on the merits of the dispute.
17.12 Binding Effect. Except as provided herein, this Agreement shall be
binding on and inure to the benefit of the parties' respective successors and
permitted assigns.
17.13 Exhibits. The Exhibits attached hereto are incorporated by reference.
The parties acknowledge that certain Exhibits have not been completed as of the
Effective Date. The parties shall negotiate in good faith and use diligent
efforts to complete all such Exhibits within sixty (60) days after the Effective
Date. Nonetheless, the effectiveness of this Agreement shall not be contingent
on the foregoing.
-43-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
GETTHERE.COM, INC. AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.
By: /s/ Ken Pelowski By: /s/ Brian Fraelich
--------------------------- ------------------------------------------
Print Name: Ken Pelowski Print Name: Brian Fraelich
------------------- ----------------------------------
Title: COO & CFO Title: Senior Vice President & General Manager
------------------------ ---------------------------------------
Date: 9/10/99 Date: 9/10/99
------------------------- ----------------------------------------
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.
By: /s/ Brigitte Baumann
------------------------------------------
Print Name: Brigitte Baumann
----------------------------------
Title: Senior Vice President & General Manager
---------------------------------------
Date: 9/10/99
----------------------------------------
44
<PAGE>
EXHIBIT C
PAYMENT
Corporate, Middle Market, Small Business and International Site Fees shall be
[*] per Net Transaction. Site Fees shall be applicable for a period of 3
years from the Acceptance Date of each Corporate, Middle Market, Small Business
and International Site.
Consumer Site Fees:
- ------------------
* Option 1
[*] design and set-up fee
[*] annual maintenance fee
[*] per gross PNR
* Option 2
[*] of standard commission shared with GT
[*] of overrides to GT
[*] of segment fee to GT
[*] of advertising gross revenue to GT
[*] design and set-up fee payable to GT as of the Effective Date
* Option 3
[*] per gross PNR plus the following annual payments:
Year 1 - [*]
Year 2 - [*]
Year 3 - [*]
Year 4 - [*]
From the Effective Date until the Release Date, AXP will receive no revenues
from GT in connection with the operation of the itn.net consumer site After the
Release Date, AXP shall be entitled to share revenues from the Consumer Site in
the event AXP selects Option 2 above. On or before November 30, 1999, AXP shall
inform GT of the payment option selected by AXP beginning upon the Release Date.
Between the Release Date and April 30, 2000, AXP will have a one-time option to
choose another payment option to apply for the remainder of the Term, the
election of which shall become effective ninety (90) days after the date of
AXP's notice of such election to GT. If AXP fails to notify GT of its election
of a payment option hereunder, Option 2 shall apply.
After July 30, 2000, and for the remainder of the Term, AXP may, at its
discretion change from Option 2 to Option 1 provided that (a) AXP shall
reimburse GT the actual costs.
If AXP chooses Options 1 or 3, GT will utilize the CRS system of AXP's choosing.
For Option 2, GT shall choose the CRS system. AXP will assist GT in obtaining
high-speed lines from the
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
45
<PAGE>
AXP designated CRS for use in this Agreement. In the event AXP shall select
Options 1 or 3 during the Term as provided above, all CRS payments shall be
retained by AXP.
Professional/Consulting Services:
AXP will pay GT's time and materials rates, plus expenses, no less favorable
than that offered to any other party for any professional or consulting
services. As of the Effective Date, these services will be provided at the
following rates:
Programming Hourly Fee [*]
HTML Coding Hourly Fee [*]
Graphic Design Hourly Fee [*]
Special Consulting Hourly Fee [*]
Notwithstanding the foregoing, such time and materials rates shall remain
unchanged for a 12-month period and may not be increased by more than [*] per
annum. GT shall give notice to AXP at least 6 months in advance of any change
in rates.
"Minimum Revenue" AXP agrees to pay the following revenue guarantees against Net
- -----------------
Transaction Fees from the Small Business, Corporate, International and Middle
Market Sites on an annual basis during the Initial Term as follows:
Year 1 [*]
Year 2 [*]
Year 3 [*]
"Sixteen Quarterly Payments"
- ----------------------------
In addition AXP shall pay fixed fees to GT in sixteen quarterly payments, in the
following order, beginning on the Effective Date:
Fees for Integration and Development for Hosting Corporate Sites
$ [*] Quarter 1
[*] Quarter 2
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
46
<PAGE>
Fees for Ongoing Maintenance and Support for Consumer and Small Business Sites
(commencing during the first quarter after the Release Date)
[*] Quarter 3
[*] Quarter 4
[*] Quarter 5
[*] Quarter 6
[*] Quarter 7
[*] Quarter 8
[*] Quarter 9
[*] Quarter 10
[*[ Quarter 11
[*] Quarter 12
[*] Quarter 13
[*] Quarter 14
[*] Quarter 15
[*] Quarter 16
If the number of unique registered users delivered by GT to AXP, in addition to
those described in Section 14.3, coming from itn.net and itn.com do not exceed
[*]_("Targeted Registered User Number") within 36 months from the Effective
Date, and AXP believes that the registered users coming from itn.net and itn.com
by the end of the proceeding 12 months will in aggregate not exceed Targeted
Registered User Number, then GT will reimburse AXP at [*] per registered user
for any shortage of Targeted Register User Number. If GT is unable or unwilling
to so reimburse AXP, then AXP may choose to deduct the payment from the
remaining Sixteen Quarterly Payments. If AXP changes the process, location or
level of information for obtaining a registered user which would negatively
impact GT's ability to achieve the Targeted Registered User Number, then GT may
at its sole discretion change to a targeted visitor model. The targeted visitor
model will look at the previous three months visitor to registered user ratio
("Visitor Ratio"). Going forward, registered users will equal the number of
visitors divided by the Visitor Ratio.
GT has the right to generate visitors to itn.net, itn.com and AXP's consumer
travel site home page through traditional customer acquisition methods such as
advertising and direct mail and such customer acquisition is subject to prior
written approval by AXP (which will not be unreasonably withheld). Additionally,
GT shall not engage in any activities intended to result in registered users
that would not have a bona fide intent to use a travel web site including direct
monetary compensation for registration.
The total registered users delivered to AXP by GT (until such time that GT meets
or exceeds the Targeted Registered User Number) shall not exceed seventeen and a
half percent (17.5%) of Bogus Registered Users. "Bogus Registered Users" are
registered users which (i) are duplications of another registered user, (ii) do
not have an active email addresses, (iii) have not provided name, password and
email address and (iv) the user did not individually and personally
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
47
<PAGE>
register (no bulk or computer generated enrollments). If the Bogus Registered
Users exceed the seventeen and a half percent (17.5%) in any quarter, then the
number of total registered users will be reduced by the difference between
(the actual percentage of Bogus Registered Users and seventeen and a half
percentage (17.5%)) times the total number of registered users in the quarter.
If GT intentionally creates a bulk registration or computer generated
registration of registered users to itn.net or itn.com, then the Sixteen
Quarterly Payment shall cease.
All the proceeding criteria will be subject to periodic third party audit.
48
<PAGE>
EXHIBITS
<TABLE>
<CAPTION>
<S> <C>
A. Consumer/Small Business Site Specifications - To be jointly developed. 1
B. Corporate Site Specifications - To be jointly developed. 2
C. Payment 3
D. Service Level Agreement 4
E. Hosting Services Location and Description 21
F. Consumer/Small Business Phase I Functionality 24
G. Consumer/Small Business Phase II and III Functionality 28
H. Corporate Phase I Functionality 33
I. Corporate Phase II Functionality 35
J. International Phase I Functionality 38
K. Initial Functionality 40
L. GT Pipeline Definitions 60
M. The "International 350" and "US Fortune 600" 62
N. Implementation Schedule Template 73
O. Work Order Template (General) 77
P. Work Order Template (Unique) 82
Q. Work Order Template (Restricted) 86
R. GT Standard Development Requirements 88
S. Obligations of the Parties in Implementation 133
T. GT Standard Implementation Process 136
U. AXP Customer Agreement - To be mutually agreed. 142
V. Usage Report Types 144
W. Escrow Agreement 146
X. Bug Classification Protocol 147
Y. AXP Security Protocols 149
Z. Press Release 153
AA. Competition 157
BB. Disaster Recovery Plan 159
CC. Transition Services 168
DD. Current CRS Systems 169
</TABLE>
<PAGE>
EXHIBIT A
Consumer/Small Business Site Specifications
-1-
<PAGE>
EXHIBIT B
Corporate Site Specifications
-2-
<PAGE>
EXHIBIT C
Payment
-3-
(See pages 45-48 of Web Services Agreement)
<PAGE>
EXHIBIT D
Service Level Agreement
-4-
<PAGE>
Exhibit D
GetThere.com
&
American Express Corporate Services, Consumer and Small Business Travel
Service Level Agreement
August 31, 1999
-5-
<PAGE>
Introduction
- ------------
Objective
The purpose of this document is to detail the services that will be provided by
GetThere.com in support of the AXI Travel, Consumer Travel, and Small Business
Travel site applications for American Express and our customers that use these
products. The basis of this document will be used to define service level
expectations and support escalation paths.
The Specifications herein apply to Consumer and Small Business Travel sites
where applicable.
The key areas defined are:
. Architectural Overview
. Services Provided
. Performance Objectives
. Contacts
Definitions and Terminology
. American Express AXI Travel Tech Support Level 2 -American Express operated
centralized operational support team in Houston (domestically).
. American Express AXI Travel ITT Support -American Express technology team
responsible for 24x7 problem escalation in Phoenix.
. Customer Help Desk - Customer Corporate IT Help Desk
. MCI - Frame relay provider
. Exodus - Web Hosting provider
. GetThere.Com Support Desk - Operational support for the product.
-6-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
- ------------------- --------------------------
Geo Engine Mapping Private IP Connections WWW
Server --------------------------
- -------------------
- -------------------
Ad Server -------------------------------------------
- ------------------- ITN Network - Firewall
- ------------------- --------------------------------------------
Weather Server
- -------------------
-------------- ---------------------------------------------
==========================
-------------- Netscape Enterprise Server
==========================
-------------- NSAPI Proxy
==========================
--------------
==============
Arbiter
==============
-------------------------------------------
Air Hotel Auto Login CGI
Logic
-------------------------------------------
Report Logic
-------------------------------------------
Admin. Access QuarterMaster Mileage Booking
Caching Servers Logic HTML Engine Logic
-------------------------------------------
Travel Policy Air, Car, Hotel
Logic Private Fares Logic
-------------------------------------------
Report Servers TIS API Layer
-------------------------------------------
- ------------------------------ -------------------------------------------
Event/Auction CRS Serve
Servers -------------------------------------------
---------------------- AM AP GA SA WS
Parser Parser Parser Parser Parser
Data Stream -------------------------------------------
Send Mail Web Servers
---------------------------------------------
Wireless Gateway ---------------------------------------------
TA MX Servers
- ------------------------------ ---------------------------------------------
---------------- ----------------
---------------- W9600d IP
Speedy/ ---------------- ----------------
PRDS I'face Worldspan Galileo
---------------- SABRE Apollo
---------------- Amadeus
Tuxedo
Broker
----------------
System Application Architecture
- --------------------------------
</TABLE>
-7-
<PAGE>
Services Provided
- -----------------
System Availability
AXI system availability objective: 7 X 24 days a week except as noted below
Goal: For American Express and GetThere.com to maintain a high degree of
operational availability and quick response times to ensure maximum system
availability
We are in agreement that the complete (total) operational objective should be at
least 99.0% up time, 24 hours/day, and 7 days/week, as measured on a monthly
basis. The operation up time objective for peak or off-peak time should be
measured as follows:
Peak Time 3AM (EST) - 9PM (EST) 99.2% up time
Off-Peak Time 9PM (EST) - 3AM (EST) 98.8% up time
This time will allow for peak time availability during standard business hours
for our European based customers through peak time availability for our
customers which operate during standard business hour for US Pacific time zones.
Downtime Notification
Scheduled outages require ten (10) business days notification to American
Express and should be scheduled during lower impact hours. Lower impact hours
should be either one of the following; (a) during off peak hours as describe
above, or (b) during minimum usage time frames as measured and presented through
operational usage reports.
All efforts to consolidate changes should be made to reduce the frequency of
system downtime. Update to products and/or content as well as normal maintenance
activities should be performed together in order to reduce downtime whenever
possible. Impacts, and potential impacts should be clearly outlined and agreed
to by both American Express and GetThere.com prior to scheduling a system
downtime/update.
GetThere.com will notify designated American Express personnel when a system
outage has occurred via the appropriate means:
. Voice Mail
. E Mail
. Pager Notification
Notification should give status of outage, updates to system availability
expectations and notifications of system back on-line on an hourly basis during
downtime.
Maintenance Window
Periodically GetThere.com will need to apply "hot fixes" or apply new releases
to improve the application or system performance. These functions (maintenance
windows) must be scheduled and performed during off peak (see above) and at a
time that will inconvenience the fewest end users.
-8-
<PAGE>
There should be mutually agreed upon monthly maintenance window so that normal
system maintenance can be performed. This window should be scheduled on a
Saturday/Sunday. All monthly archives, backups and system configuration updates
that require system outages are to be performed during this timeframe.
Emergency updates, maintenance, changes and other system management procedures
will be scheduled on a case-by-case basis.
A reminder message (see above) confirming system outage is sent on a daily basis
beginning 5 days in advance of the scheduled outage.
The duration of all system outages will vary depending on complexity of changes
and other unforeseen circumstances. In all cases it will be kept to a minimum
with the goal of having the complete system available as soon as possible.
Support Model
The support infrastructure is broken down into three tiers. From an end user
perspective, Tier 1 and Tier 2 levels of support will be their only contact. All
Tier 3 level support calls will be escalated from American Express support
staff.
Support - 1st, 2nd, & 3rd level
The Customer provides all level 1 support to end-users. Amex will provide level
2 help desk support and will coordinate level 3 support with GetThere.com.
It is intended that the Customer will provide all Level 1 Help Desk support
for Customer's end-users. The Customer will provide and communicate to all
end-users instructions and procedures specifying 1) that all help desk
requests are to be directed to the Customer's trained staff and 2) the
schedule under which this support will be provided.
The Customer's help desk staff may refer Level 2 support requests to Amex.
The Customer will provide to Amex and maintain a list of individuals
comprising this help desk staff who shall be authorized to contact the Amex
Level 2 support staff.
When necessary, the Amex level 2 help desk will coordinate level 3 support
with GetThere.com's help desk and/or other personnel.
GetThere.com agrees to provide the following level 3 help desk support:
- -----------------------------------------------------------------------
GetThere.com agrees to provide Amex with comprehensive support for timely
resolution to all inquires associated with the use of GetThere.com software
and for all new releases, including, at GetThere.com's facility, training to
ensure Amex has the requisite expertise to implement and operate the System.
If requested by Amex, the training can be provided instead at an Amex site or
other facility, provided that Amex pays applicable travel and entertainment
expenses for the GetThere.com training personnel. This support will include,
but not be limited to:
. One or more dedicated, full-time GetThere.com support manager(s) for the
Amex System staff;
-9-
<PAGE>
. Telephone support for Amex's designated support contact(s) twenty-four (24)
hours a day, seven (7) days a week with immediate access to GetThere.com
support staff by phone and/or pager, as well as e-mail;
. GetThere.com collaboration with representatives of Amex Technologies as
required to diagnose and resolve issues;
. Maintenance releases and bug fix releases of the System;
. Status updates via email or phone on the specified regular schedule from
receipt of call to answer/fix; and
. Guaranteed GetThere.com response times and lead times for answers,
temporary fixes, permanent fixes and status updates, as specified below:
Temporary Long Term
Issue Level Response Fix Resolution Updates
----------- -------- --- ---------- -------
Critical 2 hours 12 hours 7 Business Days Hourly
Serious 6 hours 24 hours 21 Business Days Every 2 hours
Moderate 24 hours 48 hours next release Weekly
Questions 2 hours 48 hours
*Questions submitted by 4 p.m. ET should be responded to within 2 hours and
answered with 48 hours; questions submitted after 4 p.m. should be
responded to by 9 a.m. the next day and answered within 48 hours.
"Issue Level" (Critical, Serious, and Moderate) shall be as jointly
designated by Amex and GetThere.com
"Response," as used in this section, shall include, at a minimum:
Identity of GetThere.com staff working the issue,
Estimated time to respond with fix, and
Preliminary/confirmed diagnosis of the issues/problem.
"Temporary Fix," as used in this section shall be defined as immediate
restoration of, to the maximum extent practicable, any lost functionality
and access for the affected user(s) of the System.
GetThere.com will provide Amex with online access at all times to the
bug/fix/support log and/or corresponding email trail, which notes the issue
tracking number. From these logs, GetThere.com will provide monthly
reports which show issue, category, response time, time it took to install
temporary fix, and time it took to install permanent fix.
When determined necessary by Amex to answer or resolve an issue or question
not answered or resolved within the time frames defined above in this
section, Amex shall, in its discretion, escalate the issue and GetThere.com
management shall use its best efforts to provide an answer/resolution in
accordance with the following schedule:
-10-
<PAGE>
Escalation Timeframe for
Level GetThere.com Contact Answer/Resolution
----- -------------------- -----------------
First Head of Support Services 4 hours
Second VP, Professional Services 4 hours
Third Executive VP 4 hours
Final CEO 4 hours
In addition, GetThere.com shall provide Amex with consultation access to
senior GetThere.com staff, as determined necessary by Amex, including, but
not limited to, senior development staff, the head of development, and head
of software engineering each of whom shall devote at least their time as
needed to resolve the problem or issue referred by Amex.
-11-
<PAGE>
Tier Definition and Escalation Procedures
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Support Group Support Typical Request Escalation Path Reasons for Escalation
Tier Escalation Method
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Corporate Help Desk 1 . Browser Questions AXI Support Desk . Unable to Create Log in
. Access resolve issue problem tracking
. Client Configuration system, then
. Password Reset escalate via phone
- ------------------------------------------------------------------------------------------------------------------------------------
AXI Support 2 . AXI Use Questions AXI Technical Support . System Open and track
. New Client Setups GetThere.com Unavailable trouble tickets
. Implementation Support . Reported &
. Problem Tracking Verified Bug
. Enhancement
Request
. Unable to
resolve issue
- ------------------------------------------------------------------------------------------------------------------------------------
American Express 2 . Travel Itinerary AXI Support . Problem Open and track
Travel Office . Ticketing Assistance Determination trouble ticket
. Ticket Printing . System
Unavailable
- ------------------------------------------------------------------------------------------------------------------------------------
AXI Technical 2 . Infrastructure Issues MCI GetThere.com . System Down Open and track
Support . Feeds/Links . Network Down trouble ticket
. Change Control
. Problem Determination
- ------------------------------------------------------------------------------------------------------------------------------------
Exodus 3 . Monitor the servers and the
network (web hosting)
. Outages - server hardware &
network
- ------------------------------------------------------------------------------------------------------------------------------------
GetThere.com 3 . Application Hot fixes Exodus
. Application releases
. Monitoring of travel
application servers
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-12-
<PAGE>
Hours of Coverage - by Tier
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Tier Function Hours of Coverage
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 Corporate Helpdesk 7 X 24 (recommended)
- -------------------------------------------------------------------------------------------------------------------
1 AXI Support Desk 8AM -8PM EST M-F
- -------------------------------------------------------------------------------------------------------------------
2 American Express Travel Office 7 days X 24hours
Utilizing Emergency Travel Services
- -------------------------------------------------------------------------------------------------------------------
2 AXI Technical Support 7 days X 24hours
- -------------------------------------------------------------------------------------------------------------------
3 MCI 7 days X 24hours
- -------------------------------------------------------------------------------------------------------------------
3 Exodus 7 days X 24hours
- -------------------------------------------------------------------------------------------------------------------
3 GetThere.com 7 days X 24 hours
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
Priorities & Response Times
Response time for support requests will be based on priority of the support
request and will be measured from the time a support request is received
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Tier 1 Tier 2 Tier 3
Resolve/
Priority Description/Examples Response Escalate (*) Response Update Response Update
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 - Critical Production System Down * 1 hour * 1 hour * 1 hour 2 hours 1 hour
. Site unavailable. These issues are
immediately escalated to Tier 2 for
resolution
. Loss of services,
- --------------------------------------------------------------------------------------------------------------------------------
2- Serious Serious Business Impact * 1 hour * 1 hour * 1 hour * 2 hour 6 hours 2 hours
. core portion of systems fails to
function and effects users system-wide
. degrading system
performance/response time
- --------------------------------------------------------------------------------------------------------------------------------
3 - Moderate Moderate Business Impact * 4 hour * 1 workday * 4 hour * 1 workday 24 hours weekly
. Individual User unable to utilize the
tool due to configuration issue
. Tool usability questions
. Unable to log in
.
. Tool response time delay
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Less than.
-13-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
3 - Questions Questions * 1 workday * 1 workday * 1 workday Immediate * 2 workday
.
. PNR creation problems
. Pricing questions/issues regarding
obtaining the correct price
. Missing hotel property or airline
flight
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Less than.
** If a support request is not resolved within the Tier 1 RESOLVE timeframe,
the customer will be notified. If necessary, the request will be escalated to
the appropriate Tier 2 group. Status updates to be given in the RESOLVE
timeframes.
Tier 1 Resolution - The customer has been notified with a resolution to the
problem. In the case of new feature requests or noted bug - send a response back
noting that Tier 1 has escalated their request to Tier 2 and will be tracked and
worked through the monthly status meeting for prioritization.
Tier 2/Tier 3 Updates - These Tiers are responsible for updating Tier 1 on the
progress of the situation if the site is not available, loss of service or
significant business impact has occurred. Tier 1 is responsible for keeping the
customer informed of the progress being made to resolve the situation.
Site Setup and Maintenance
For standard Customer Site implementations, setup period should be no longer
than five (5) business days. For non-standard specialized setup, GetThere.Com
will use diligent efforts to expedite process as soon as reasonably possible.
For routine site maintenance a period should be no longer than five (5) business
days.
Product Testing
GetThere.com should perform a specified, and Amex approved, schedule of ongoing
testing of the system to detect and avoid problems.
GetThere.com agrees to develop and provide a detailed, and Amex approved,
schedule of ongoing testing of the system that can be conducted by Amex to
detect and avoid problems.
Pre Release Support & Training
All subsequent releases, GetThere.com will coordinate the training of all
American Express designated personnel (support, Product Management,
Implementation, etc....). These updates and training sessions will be provided
on a schedule no worse than provided to GetThere.com's internal equivalent
personnel.
-14-
<PAGE>
Training should consist of the following:
. Documented procedure changes
. Documented tool enhancements
. Hands-on Tool Training (user and administrator)
Standard Training & Support Services
GT will provide the following training services:
For the end user
. On-line help menus & content displayed on the booking sites
. On-line, fully customizable tutorial (including default text) for all sites
built in the striker V or primo styles
. Soft copies of all previously produced "Quick Reference" guides, FAQ sheets,
and training materials or manuals previously produced for GT corporate
customers and updated for new release versions.
. Soft copies of user orientation presentations previously produced for GT
corporate customer training sessions and updated for new release versions.
. Assistance in updating and revising the above mentioned soft copies to
address features and functionality on the Amex site.
For the system administrator
. On-line help menus & content displayed on the booking sites
. On-line, fully customizable tutorial (including default text) for all sites
built in the striker V or primo styles
. Soft copies of all previously produced "Quick Reference" guides, FAQ sheets,
and training materials or manuals previously produced for GT corporate
customers and updated for new release versions.
. Assistance in updating and revising the above mentioned soft copies to
address features and functionality on the Amex site.
For the APX Implementation Team
. Up to 80 hours of hands-on implementation and system configuration training
to be conducted classroom style at GetThere.com's facility for up to 24
participants. If requested by Amex, the training can be provided instead at
an Amex site or other facility, provided that Amex pays applicable travel and
entertainment expenses for the GetThere.com training personnel. Additional
training hours can be made available on a mutually-agreeable time frame at a
billable hourly rate of [$190].
. Access to the GT "PSO Guidelines" for system configuration & implementation
. "Update training" concurrent with each feature release cycle to review new
system features, functionality, and enabling instructions
-15-
<PAGE>
Platform Compatibility
Define operational (web hosting, application, database, etc...) platforms,
network/security definitions and solutions.
(need further definition)
AXI System Performance
In the event that American Express or its customers experiences a degradation of
the AXI tool usage response time, GetThere.com will immediately escalate the
issue to Exodus to perform network troubleshooting and follow the defined
support response time for "Significant Business Impact". The exception to this
will be any degradation caused by GetThere.com corporate network, client
configuration issues which would result in poor workstation performance.
AXI Status Meetings
GetThere.com will schedule monthly meetings with American Express to provide an
update of AXI and general issues surrounding the tool usage by American Express
or its clients. Refer to the Performance Objective section of this document, for
a more detailed description of what will be covered during these status meetings
and the deliverables for both parties prior to the meeting.
Performance Objective
Monthly Status Report Contents
GetThere.com will provide the following detailed information to be presented at
the monthly status meeting.
. AXI Uptime by month
. AXI # of Transactions by month by site
. Domestic
. International
. Air/Hotel/Car Transaction profiles
. Air/Hotel/Car
. Air/Hotel
. Air only
. AXI System Response time by month
. Peak
. Off Peak
. # of registered AXI users by site
.
. Change Request
. Issue Tracking reports
. Bugs reported by severity
. New bugs identified - post release
. SLA Changes/Updates
-16-
<PAGE>
Application Metrics
- -------------------
Uptime Percentage
Measures the overall system availability and accounts for planned outages
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Month
- ---------------------------------------------------------------------------------------------------
Uptime Percentage 9/99 10/99 11/99 12/99 1/00 2/00 3/00 4/00 5/00 6/00 7/00 8/00
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Planned Downtime
- ---------------------------------------------------------------------------------------------------
AXI
- ---------------------------------------------------------------------------------------------------
Server
- ---------------------------------------------------------------------------------------------------
Network
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
Actual Downtime
- ---------------------------------------------------------------------------------------------------
AXI Planned
- ---------------------------------------------------------------------------------------------------
AXI Unplanned
- ---------------------------------------------------------------------------------------------------
Server Planned
- ---------------------------------------------------------------------------------------------------
Server Unplanned
- ---------------------------------------------------------------------------------------------------
Network Planned
- ---------------------------------------------------------------------------------------------------
Network Un Planned
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
Actual Uptime Hours
- ---------------------------------------------------------------------------------------------------
Planned Uptime Hours
- ---------------------------------------------------------------------------------------------------
Uptime Percentage
- ---------------------------------------------------------------------------------------------------
</TABLE>
-17-
<PAGE>
Support Request
Break out the support calls by type of request for services. These numbers are
also used to assist in determining the percent of unassisted transactions.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Month
- --------------------------------------------------------------------------------------------------------
Support Inquiry by Type 9/99 10/99 11/99 12/99 1/00 2/00 3/00 4/00 5/00 6/00 7/00 8/00
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Password Resets
- --------------------------------------------------------------------------------------------------------
AXI Use Questions
- --------------------------------------------------------------------------------------------------------
Bugs
- --------------------------------------------------------------------------------------------------------
Change Requests
- --------------------------------------------------------------------------------------------------------
New Client Setup
- --------------------------------------------------------------------------------------------------------
FAQ Answerable
- --------------------------------------------------------------------------------------------------------
Implementation Support
- --------------------------------------------------------------------------------------------------------
System Failure
- --------------------------------------------------------------------------------------------------------
Total Support Questions
- --------------------------------------------------------------------------------------------------------
</TABLE>
-18-
<PAGE>
Transaction Volume
This graphic should represent the number of travel transactions broken out by
specified criteria.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Month
- ------------------------------------------------------------------------------------------------------------
Transaction Volume 9/99 10/99 11/99 12/99 1/00 2/00 3/00 4/00 5/00 6/00 7/00 8/00
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Domestic
- ------------------------------------------------------------------------------------------------------------
International
- ------------------------------------------------------------------------------------------------------------
Air/Hotel/Car Profile Total
- ------------------------------------------------------------------------------------------------------------
Air/Hotel/Car
- ------------------------------------------------------------------------------------------------------------
Air/Hotel
- ------------------------------------------------------------------------------------------------------------
Air Only
- ------------------------------------------------------------------------------------------------------------
Total Transactions
- ------------------------------------------------------------------------------------------------------------
# Requiring Assistance
- ------------------------------------------------------------------------------------------------------------
Unassisted Transaction %
- ------------------------------------------------------------------------------------------------------------
</TABLE>
-19-
<PAGE>
Contacts
- --------
GetThere.Com
American Express
-20-
<PAGE>
EXHIBIT E
Hosting Services Location and Description
-21-
<PAGE>
EXHIBIT E
---------
Hosting Services Location and Description
Description
GT provides a state of the art online travel booking system on its data
center(s) to its customers as a service. The company offers its product as a
service in order to ensure the highest reliability, service and support.
Depending upon customer requirements GT offers to host the entire site of its
clients or just the booking portion of their web sites, depending upon the
customer requirements. As part of its services GT provides its customers with
the following:
1. Data Center Hosting
GT currently owns and maintains all equipment located within the confines of
its Data Centers. GT is responsible for all hardware and software purchases
and maintenance.
2. Monitoring
GT monitors the performance and availability of its network, servers and
telecommunications infrastructure on a 7 day x 24 hour x 52 week per year
basis. GT maintains a "round the clock" customer service center that reports
problems as they occur. Engineering staff remains on "standby call basis" to
assist in remedying any problem as it occurs.
3. Engineering Support and Problem fixing
GT's operations support staff remains on full standby with a documented
escalation process in place. Should a problem be reported the responsible
operations staff is alerted, logs into the system and identifies the nature
of the problem. If the problem requires the involvement of one of the
development engineers, they are called in to address the problem until the
source is identified and a resolution determined.
4. Connectivity
GT provides all connectivity into the general internet "cloud" on behalf of
its customer base. Any special leased lines needed to or from a facility
owned by one of its customers can be provided at a charge to be determined
by GT and its customers.
5. Software Updates
GT retains sole rights to determine how and when to do software updates to
its system. In the event a full or interim software release GT notifies its
customers 48 hours in advance of the update and the nature of the update. If
impact of any major consequence is expected on a given customers site, then
the dates are coordinated with the customer. These updates and notifications
apply to system re-architecture, if applicable.
Location
GetThere.com currently contracts with Exodus Communications Corporation for co-
hosting services at both its Santa Clara, CA and Sterling, VA facilities.
Under the existing contract, Exodus provides the following services to GT on a
complete 7x24x52 around the clock schedule:
. Security - complete physical security of the facilities,
. Power - redundant electric power coming from separate local power grids,
using battery backup along with power generator backup sufficient to keep the
facility operational for at least six hours,
. Connectivity - redundant fast ethernet connections between the GT routers and
the centralized BFR routers permitting connections up to 100Mbps up to the
internet cloud,
. Space - sufficient space within a caged facility (under lock and key) in the
building for currently 65 19" standard racks,
. Building - the California facility was constructed to withstand a 7.0
earthquake and
. Equipment Installation - for remote locations (e.g. Virginia facility) Exodus
provides GT staff to install equipment on site.
-22-
<PAGE>
At the current time, GT retains all web, application and database production
servers at its Santa Clara facility. The Virginia facility only hosts a router
and networking equipment at this time (9/99). GT plans on deploying a set of
production servers in VA at a later time, once capacity is reached at its CA
facility. GT retains the sole right to determine when and under what conditions
to bring the east coast facility up to full operation. The two centers are
connected by a "tunneled" connection through Exodus' OC-3 coast to coast fiber
trunk. Redundant circuits are maintained by GT where appropriate.
The Santa Clara, CA facility currently hosts more than 45 web/application Sun
Solaris AXMP servers that are divided into separate consumer and corporate
"pools". Traffic is directed at each server through both a Cisco Global and
Local Director so that traffic can be properly balanced. Database servers are
run on both Sun AXMP as well as HP N4000 class machines. RAID disk drives
operate on both Sun and EMC equipment, with the load switching, over time, to
the EMC based equipment. Redundancy is built throughout the entire network,
including routers, switches, firewalls, servers and raid systems. Veritas
software running on Sun AXMP servers provide automated backup systems onto tape
systems running on StorageTek tape jukeboxes. Currently two of these backup
systems operate at Exodus CA and one at GT Corporate HQ.
Monitoring of the network is currently done through online modified tools
maintained internally by GT. GT anticipates ordering commercial monitoring tools
later in CY 1999.
GT hosts a small data center at its corporate headquarters which serves the
following purposes:
. Test - a separate mini version of the complete data center for testing,
. Monitoring - overseeing traffic, performance, uptime, etc. of the production
systems and
. Development - staging servers for the development of new functionality,
architectures, etc.
-23-
<PAGE>
EXHIBIT F
Consumer/Small Business Phase I Functionality
-24-
<PAGE>
Schedule A/Release I/Phase 1 - Consumer/Small Business Release
Functionality
(Draft 8/31/99)
<TABLE>
<CAPTION>
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Schedule A/Release I/Phase 1 - Consumer/Small Business Release
Functionality
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<TABLE>
<S> <C> <C> <C> <C>
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Schedule A/ Release I / Phase 1 - Consumer / Small Business Release
Functionality
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<TABLE>
<S> <C> <C> <C> <C>
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EXHIBIT G
Consumer/Small Business Phase II and II Functionality
-28-
<PAGE>
Schedule B/Phase 2 and Phase 3 - Consumer / Small Business Release Functionality
(Draft 8/31/99)
Release II/Phase 2 - Initial Release Date Plus 4 Months
<TABLE>
<CAPTION>
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<TABLE>
<S> <C> <C> <C>
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EXHIBIT H
Corporate Phase I Functionality
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Corporate Phase I Functionality
All specifications will be jointly developed by AXP and GT. Anything to be
determined or required by AXP as provided below will be reviewed by GT for
approval, which shall not be unreasonably held.
1. Create private label version of GetThere.com in accordance with American
Express specifications. This includes branding, UI, default implementation
templates, mass enrollment of users per GT schema, basic client information
necessary to setup customer site. To comply with AXP operating standards
only one passenger will be allowed per PNR.
2. [*]
3. [*]
4. [*]
5. [*]
6. Streamline overall policy model to cut down on implementation time frame
and eliminate unnecessary parameters. Create logical policy groupings and
multiple policy groups within single company setup. Requirements will be
defined by American Express and communicated to GetThere.com.
7. [*]
8. [*]
9. Support policy, form of payment, data collection and output requirements
per policy group. This will allow multiple policies, based upon traveler
policy group, within a single company setup.
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EXHIBIT I
Corporate Phase II Functionality
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Corporate Phase II Functionality
All specifications will be jointly developed by AXP and GT. Anything to be
determined or required by AXP as provided below will be reviewed by GT for
approval, which shall not be unreasonably held.
1. [*]
2. Clean up/enhance user interface and navigation to present a more
streamlined and intuitive product. Requirements will be defined by American
Express and communicated to GetThere.com.
3. [*]
4. [*]
5. Display and list all hotels irrespective of availability, as opposed to
current limit of [*] available hotels. The list of hotels displayed will be
dependent upon a separate hotel database created across multiple CRS'.
Requirements will be defined by American Express and communicated to
GetThere.com.
6. Directly "blind" sell cars. The system will pull in the parameters from the
air itinerary whenever possible and the user will simply select an in
policy vendor. This allows users to reserve cars with minimal input and
decision making.
7. Complete PNR documentation capabilities as per American Express standards.
Requirements will be defined by American Express and communicated to
GetThere.com.
8. [*] These will be defined by American Express and communicated to
GetThere.com.
9. [*]
10. [*]
11. [*]
12. [*]
13. [*]
14. [*] This page provides users and travel managers with value added content
to embellish the core travel booking engine. [*] Gateway content is
customized
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per client. Requirements will be defined by American Express and
communicated to GetThere.com.
15. Align online content offering and advertisements with American Express
requirements. As mentioned above, content and advertising offered to
clients is customized per client. A module to manage such offering will
have to be created within the product.
16. [*]
17. [*]
18. [*]
19. [*]
20. [*]
21. [*]
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EXHIBIT J
International Phase I Functionality
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International Phase I Functionality and Market Acceptance Criteria
With respect to each Market Country, the International Site shall have the
following functionality in addition to Corporate Phase I functionality:
1. [*]
2. [*]
3. [*]
4. [*]
5. [*]
6. [*]
AXP will make diligent efforts to get GT access to the necessary technology.
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EXHIBIT K
Initial Functionality
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1. EXECUTIVE SUMMARY
Internet Travel Network (ITN) is a technology services company that develops
web-based applications for the travel industry. This is ITN's only business and
ITN is the original and only developer of its online booking engine. As the
first web-based provider of live, real time travel reservation services, ITN set
the industry standard for online booking engines. Through the innovative use of
technology, ITN has rapidly automated many inefficient, expensive and labor-
intensive travel functions. In the process, we have changed the way travel
companies and corporations do business today.
We are also the market leader in the corporate travel market with ITN Global
Manager, having developed a strong client base of Fortune 500 companies. ITN has
maintained its leadership position in a very competitive marketplace by
continuing to provide our customers with the best technology available to assist
in travel cost reduction. As a result, ITN has experienced steady growth and
developed a solid industry reputation.
ITN Global Manager has been fully implemented in over 35 major corporations,
including Texas Instruments, Credit Suisse First Boston, Chevron, Procter &
Gamble, Schering Plough, United Technologies and Verifone/Hewlett-Packard.
Today, ITN Global Manager can be accessed by more than 350,000 corporate
travelers.
ITN has developed a very compelling business case for Company to consider. ITN
interfaces with all major CRS systems and our technology is not "bundled" with
other products. We are an independent company focused solely on meeting customer
needs through the development of online booking solutions. Since ITN is not
owned or controlled by a travel agency, CRS, card payment system, software
company or airline, we have no hidden agenda. ITN Global Manager is designed to
work with any travel partner our customers choose.
ITN is separate from the traditional travel management relationship in place
today between most corporations and their travel agencies. This independence
allows Company to freely make decisions regarding its choice of travel agency
apart from the online booking solution. ITN customers are free to choose or to
change their travel partners without pressure from ITN and without disrupting
online service. This flexibility also extends to your choice of online booking
provider, since ITN customers own their own data.
ITN can offer Company the greatest level of experience of any online booking
provider. We have a formal software development and engineering implementation
process that is customer focused and customer driven.
ITN continually develops new functionality based on market conditions, market
demands and customer requirements. We take advantage of the flexibility and
rapidly developing e-commerce model to deliver as many as four major new
releases of our core product every year. We provide superior technical and
account management support, reflected in our organizational model, by assigning
program and adoption consultants to customers to define and address specific and
ongoing needs. ITN will work closely with Company through every stage of site
configuration, implementation, site administration, IT infrastructure
considerations, vendor programs, ongoing support, and traveler adoption
strategies.
Like Company, many leading firms want to take advantage of emerging technologies
to reduce escalating travel costs. This has always been ITN's primary focus and
the reason we are the travel partner of the future.
The ITN Solution--ITN Global Manager
Our proposal will discuss the features and benefits of ITN Global Manager as the
best online booking solution for Company. Our solution excels in the following
areas:
. ITN Global Manager is compatible with all CRS systems.
. ITN Global Manager offers accurate faring and brings logical alternative
itineraries to the traveler's attention.
. ITN has a strong track record in implementing and maintaining large
multinational corporate accounts.
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. Our system uses fewer screens than competitors and is designed to be
intuitive and user-friendly--which encourages a rapid rate of adoption.
. Many national and international partners have cited our reputation for
quality and innovation as a key factor in selecting ITN to operate their
public web sites.
. Since our product is built entirely web-based, customers do not have to
purchase or maintain hardware or software.
. ITN Global Manager can be customized to your company's specifications.
1.1 ITN experience
1.1.1 ITN contact information
To reach Internet Travel Network (ITN) in our Palo Alto headquarters, please use
the following contact information:
Internet Travel Network
445 Sherman Avenue
Palo Alto, California 94306
Tel: 650.614.6300
Fax: 650.614.6390
If Company needs more information concerning ITN products and pricing, the
following sales executives are available to answer questions:
Jeri Epstein
Senior Director of
Sales
Mid-Atlantic Region
Tel: 301.365.6804
Email: [email protected]
Steve Soto
Senior Director of Sales
Southeast Region
Tel: 404.897.1348
Email: [email protected]
Tony D'Astolfo
Executive Director of Sales
Tel: 718.747.6355
Email: [email protected]
1.1.2 ITN account team
ITN will assign a named account team to provide consistent and ongoing support
for Company. This team will consist of a sales executive and a program
consultant. The sales executive will own the Company account for the entirety of
its relationship with ITN and will manage the sales and contract process. After
implementation, the sales executive will act as a consistent point of
communication and be available to escalate issue and problem resolution. The
program consultant will be an experienced technical account manager assigned to
manage the Company implementation and adoption program. This program consultant
will remain with the account for the duration of Company's relationship with
ITN.
The account team will be backed by support personnel with specific technical or
support skills, including pre-sales consulting, implementation consultants,
trainers and adoption consultants. The pre-sales consultant will assist in
product information, demo and pilot projects, and define implementation and
customization requirements. The implementation consultant will assist the
program manager with specific tasks such as data imports and exports to populate
databases. ITN will also develop a plan to train Company's site administrators
and end users. Finally, the adoption consultant will assist Company in designing
and implementing a well-planned adoption strategy.
According to these job roles and definitions, ITN will develop a very detailed
program plan for Company to assign resources to the Company project team at
appropriate points in the program timeline. The named account team will develop
and execute this program plan jointly with Company management.
Staffing by ITN will peak during the periods of product implementation, when the
maximum technical resources will be assigned to the project. Following the
implementation phase, the program consultant will continue to support Company
during the adoption and general usage phase of the program plan. The consultant
will be assisted by specialists in adoption consulting strategies, if required,
on a fee basis. ITN's customer and technical support staff will continue to
assist end users and system
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administrators throughout the life of the relationship.
ITN has successfully used this account management methodology with over 50
corporate customers in the past two years. The application of specific skill
sets ensures maximum efficiency in the implementation process and accelerates
adoption of the product by our customers. The account team is dedicated at all
times to attaining the customer's business and financial objectives as
determined at the outset of the project. ITN recognizes that this dual
management plays a key part of the success of the program, and will establish
acceptable performance measurements for both groups of management.
1.2 FINANCIAL STATEMENT
Because ITN is privately held, the company does not provide financial statements
to potential customers. However, we would be happy to present financial
information in person regarding the company in the event that ITN's bid is
seriously considered by COMPANY.
1.3 REFERENCES
The following customers have given ITN permission to include them in a public
client list:
. American Management Systems
. Chevron Corporation
. Credit Suisse First Boston United States
. Credit Suisse First Boston Switzerland
. Credit Suisse First Boston United Kingdom
. Lawrence Berkeley Laboratories
. Maritz Travel @ Sun Microsystems
. Medaphis Corporation (formerly Per Se Technologies)
. Nabisco
. NationsBank
. Nike
. PeopleSoft
. Procter & Gamble
. Schering Plough Corporation
. Silicon Graphics
. Texas Instruments United States
. Texas Instruments France
. Texas Instruments Germany
. Texas Instruments United Kingdom
. Toyota
. United Technologies
. University of Iowa
. Iowa State University
. Verifone/Hewlett-Packard
. Xerox.
ITN has approximately 50 corporate customers in various stages of implementation
with ITN Global Manager. All of ITN Global Manager customers have come online
within the past two years. None of ITN's corporate clients have stopped using
our service.
2. PRODUCT EVALUATION CRITERIA
2.1 REAL TIME BOOKING/RESERVATIONS CAPABILITY
ITN Global Manager can display both U.S. and international, preferred and non-
preferred air, car rental and hotel availability and rates. The system's ability
to offer "live" availability, pricing and confirmation of a complete itinerary--
air, car rental and hotel--is limited only by the functionality of Company's
chosen CRS.
2.1.1 User entry and response times
The ITN Global Manager user interface is continually being enhanced to make
navigation faster and highly intuitive for the user. A simple trip booked on
ITN Global Manager is quite easy, whether it is a brand new booking or a
repeatable trip from a template.
2.1.1.1 Completing a new booking
The following user steps are required to complete a brand new booking:
. The user inserts air destination and submits departure and return
dates/times.
. The system returns flight options, incorporating Company's preferred
suppliers and contracts. Timing: 15-30 seconds, depending on number of
flight legs requested and connection speed.
. The user selects outbound and return choices after reviewing options.
Timing: Decision speed variable by user.
. The system invokes Low Fare Search feature and return any lower
alternatives that are within Company's travel policy.
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Timing: 15-40 seconds depending on connection speed and routing complexity.
If no lower fares are found, the system goes straight to Itinerary Plan to
add hotel and/or car.
. The user chooses original flights or chooses a lower fare. This assumes the
user can select the lowest fare, as ITN Global Manager can be configured
several ways to handle out-of-policy selections. The selection is then
added to the Itinerary Plan.
. The user clicks the hotel icon from the Itinerary Plan, which pre-populates
dates and destination from the profile and air booking. If no changes are
required, the user simply hits submit and hotel options are displayed.
Timing: 5-40 seconds depending on number of properties requested and
connection speed.
. The user reviews list of hotel options, with Company's preferred properties
listed first. This assumes that the user does not need mapping, driving
directions or hotel information--all available from this page.
. The user selects a Company preferred hotel from the list. Timing: Decision
speed variable by user. This assumes Company's rate is the lowest available
at the hotel. The system adds the hotel to the Itinerary Plan. Timing: 5-20
seconds depending on connection speed.
. The user clicks the car icon which pre-populates dates, destination and
arrival/departure times from the profile, air booking, and corporate
preferences. If there are no changes, the user simply hits submit.
. The system presents car supplier options to the user. Timing: 5-20 seconds
depending on connection speed.
. The user chooses the preferred car option and the system adds this to the
itinerary. Timing: 5-20 seconds depending on connection speed.
. The system pre-formats all preferences and specific ticketing information
with the exception of ad-hoc special requests and/or needs for agent
assisted handling. The system then submits the itinerary for final
confirmations. Timing: 15-45 seconds depending on connection speed.
. The user receives web-based confirmations, email messages, and queue
placement at Company's agency. Timing: Available immediately.
Total elapsed booking time: Four minutes for a serious travel professional
comfortable with a computer/Internet environment; six minutes for an average
user; and 10 minutes for a novice.
2.1.1.2 Booking a previous itinerary
The following user steps are required to complete a booking from a repeat trip
itinerary:
. The user selects a repeatable trip template from the system's home page.
Timing: 5-20 seconds depending on connection speed.
. The user modifies the departure and return dates and hits submit.
. The system returns the completed itinerary plan with booked air, car, and
hotel. Timing: Approximately 30-45 seconds.
. The user modifies delivery information/ special needs, if required, and
hits submit. Timing: 15-45 seconds.
. The user receives web-based confirmations, email messages, and queue
placement at the agency. Timing: Available immediately.
Total elapsed booking time: 45 seconds to 2 minutes, regardless of user
expertise level.
2.1.1.3 Seat map/seat selector (applies to booking options in both 2.1.1.1 and
2.1.1.2)
Once air selections have been booked into the Itinerary Plan, a Java- or HTML-
based seat selector can be invoked to choose specific seats instead of the
seating preferences stored in the profile. This step adds approximately 30-60
seconds to the process depending on connection speed.
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2.1.2 Online cost savings
ITN customers who have fully implemented ITN Global Manager report savings
ranging from 15 percent up to 50 percent over existing booking methods. The
level of savings a company experiences depends on many factors, including the
strictness of existing travel policy, cost of managing travel and rate of
adoption for online booking.
2.1.3 Browser requirements
Company's system administrators and travelers can access the system from
anywhere in the world using a JavaScript-enabled browser. ITN officially
supports either Internet Explorer version 3.02 or higher or Netscape Navigator
version 3.0 or higher.
2.2 fare information displays
Provided Company's site is configured to return non-preferred rates, ITN Global
Manager will compare the following criteria when conducting an availability
search:
. Negotiated rates from Company's air, car and hotel contracts loaded into
ITN's database
. Preferred rate programs (if any) available to Company through the site's
travel agency
. Rates available to everyone in the CRS.
2.2.1. CRS capability
ITN Global Manager currently interfaces with all major CRS systems including
Apollo, SABRE, Worldspan, Galileo and Amadeus (System One).
2.2.2 Display of negotiated fares
2.2.2.1 Negotiated air fares
Company's airline contracts can be entered into the system enabling ITN Global
Manager to alter the display and price of even the most complex agreements. The
system analyzes and applies airfares as formula variables using the following
criteria:
. Flat fare, lane segment discounts, zone fare discounts, percentage and
amount off discounts, promotional fare discounts
. Date and time ranges
. Airport, region or zone restrictions or applicability
. Directionality
. Origin or destination restrictions or applicability
. Fare class restrictions or applicability
. Flight number or flight number range restrictions or applicability
. Maximum cost.
2.2.2.2 Negotiated hotel rates
Upon contract award, Company will give ITN its negotiated hotel database in a
format to be provided. These rates will be initially uploaded by an employee in
the ITN Professional Services Organization into our system.
After the site is launched, Company's site administrator can upload preferred
hotel rates and information directly from a PC using a simple web interface from
the Corporate Administration module. This instant upload capability also
provides automatic error checking with an audit trail, a viewable log file and
an automatic archive copy of the replaced databases.
Information about hotel amenities comes directly from the CRS. A typical display
shows available room type(s), amenities, food services, pricing and directions
from the airport in map and text formats. Amenities included in Company's
negotiated rates can also be displayed, if provided to ITN in the proper
database format.
2.2.2.3 Negotiated car rental rates
All negotiated car rental rates are stored in the ITN database. During
implementation, the ITN Professional Services Organization inputs all
information, appropriately configured, so that Company's negotiated rates will
apply
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consistently at point of sale. ITN will configure the screen display to reflect
negotiated rates in the manner Company selects.
2.2.3 Preferential displays of preferred vendors
Preferred air carriers and car rental companies can be designated by color,
enlarged font and/or asterisks. Primary, secondary and territory preferences can
be designated by separate colors. All preferred air and car suppliers may be
designated by enlarged font sizes. Similarly, "non-preferred" can be edited out
of the display to ensure the traveler does not view their availability.
Preferred hotels are marked by an asterisk.
ITN Global Manager can dynamically alter the display of airline options based on
hierarchical order or individual market situations. For example, the system
allows Company's administrator to establish primary, secondary and tertiary
airline display preferences on a global (all city pairs), hub (all flights into
and out of a given city) and city-pair basis. This enables Company to prefer one
or more airlines for all city-pairs except for individual market situations
where alternate airline preferences are desirable. Airlines can also be deleted
from display to prevent user selection altogether.
ITN Global Manager can alter the display of available hotel selections to prefer
negotiated hotel properties and rates when users require overnight
accommodations.
ITN Global Manager can be biased to display only preferred car rental companies
and Company's negotiated rates to guarantee compliance to the organization's
travel policy and maintain supplier commitments.
2.3 travel policy controls
2.3.1 Travel policy configuration options
The online system features a sophisticated array of travel policy capabilities
that permit the site administrator to enter all facets of the organization's
travel policies without any limit to the number of travel policies. The system's
capabilities are so strong that every user could actually have their own custom
travel policy and policy authorizer.
System behavior can be configured to:
. Prevent users from finishing itineraries that are out of policy.
. Require the user to select from a list of configurable reasons for being
out of policy.
. Require the user to request the system to forward an email to their
specified policy authorizer requesting permission to deviate from policy.
. Ask the user to choose from a list of configurable policy authorizers.
Based on the behavior selected, reservations can be booked and travel documents
delivered or ticketing can be withheld until permission to deviate from company
guidelines is received by the host travel agency. Support for pre-trip travel
authorization is also supported.
Specific travel policy configuration includes provisions for the enforcement of
airline, hotel and car rental policies with the following filters:
Airline
. Supersonic airline travel
. First class travel for international or domestic trips of X hours flight
duration
. Business class travel for international or domestic trips of X hours flight
duration
. Requirement for using penalty, advance purchase, non-refundable tickets
. Requirement for taking connecting flights due to lower fares
. Mandatory use of up to three preferred airlines for each city pair or hub
. Required use of a lower fare itinerary option featuring $X in savings
compared to the user's selected itinerary and based on a policy window.
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Car Rental
. Enforce maximum car size
. Enforce preferred car rental company.
Hotel accommodations
. Enforce use of preferred hotel properties when available
. Enforce maximum hotel costs for any city.
Additional provision is provided to create travel policies that contain
conditions, which must be present in the user's itinerary, before they are used
to evaluate the user's booking selection. These conditions include:
. The user's company, division or department as it appears in the user's
profile
. A specific city pair or hub city
. A set of countries, from a list of country sets, that can be defined by the
administrator
. A specific airline, hotel chain or car rental company
. A time of day or date range.
2.3.2 Out of policy compliance
If an out-of-policy booking is made, a field will appear on the itinerary review
page requiring an explanation for the trip. Information entered into this field
can be stored in the user's PNR and with the user's booking information
contained in the ITN Global Manager database. The reason codes can be customized
to match the ones currently used by Company's travel agency and/or travel
policy.
The system can also be configured to allow out-of-policy bookings, but enforce
the selection of a reason code and notification of a supervisor. Finally, the
system can enable ticketing without approval or be set to re-queue approval
prior to ticketing.
2.4 access to profile information
2.4.1 Secure access to profiles
User profiles are secured by the user's login ID (username) and password. By
enforcing unique usernames and username/password combinations, one-way
encryption of passwords and maintenance of separate logical databases for each
corporate customer, ITN offers a highly stable environment for the storage of
sensitive user information.
2.4.2 Profile updates by travelers
Users have full access to online profiles through a web interface that allows
them to update their personal information or preferences at any time.
2.4.3 Profile updates by HR data feed
Currently under construction with a targeted implementation for later this year,
ITN's online system will provide an administrative interface for importing and
parsing new and updated profile information from any source using XML formatted
strings.
2.4.4 CRS Profile Synchronization
ITN's system supports automatic updating of users' CRS profiles based on the
contents of their online profiles. This configurable feature permits Company's
administrator to select which CRS profile fields to synchronize and the formats
applied by the online system. This feature is available on Apollo today and will
be available in the future for other CRSs.
2.5 INTEGRATION WITH EXPENSE REPORTING SYSTEMS
ITN's online reservation system supports all electronic expense reporting
systems because of its ability to stream reservation information to third party
servers. Our data strings use the industry standard XML format. Information from
ITN's system is imported into the expense reporting system of Company's
selection, then parsed and loaded into individual traveler accounts. ITN would
need to understand Company's format requirements before a time frame for
integration could be established. This feature is currently under development.
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2.6 seat selection capability
ITN Global Manager offers either an HTML or Java applet seat mapper that permits
users to select airline seats for each flight segment as one of the last steps
in completing their reservations. This application displays a seating
configuration diagram, appropriate for the aircraft, indicating available seats
and premium seating.
2.6.1 Seat maps
The user is presented with a graphic representation of the aircraft seating
configuration for each flight segment in their itinerary. This functionality is
limited only by those carriers that do not support CRS-based seat selection or
choose to withhold electronic seat selection for a given flight.
Users select from seat icons, arranged as they appear on the aircraft,
representing seating available for their selected class of service. The system
will alert users to requirements for choosing a premium seat, such as membership
in the airline's frequent flyer program, if they select a seat for which they
are not eligible. Only a simple mouse click is required to make a selection.
Use of the seat map feature is not required, however, to secure pre-assigned
seating. ITN Global Manager will also automatically request seats based on the
seating preferences stored in the online profile when this feature is not
available or users choose to forego it.
2.6.2 Flight upgrades
The online system does not support class of service upgrades other than those
entered into the airfare contract editor. It should be noted, however, that many
corporate customers provide the ability for the user to request flight upgrades.
These user requests can be embedded into the reservation PNR for follow-up by
the host travel agency.
2.7 user friendliness and mistake-proof
2.7.1 System intuitiveness
ITN has consistently maintained the philosophy of developing products that are
intuitive and user-friendly, requiring little, if any, user training. If
travelers have difficulty with a specific section of the system, ITN alters the
system to make it more intuitive for users to comprehend and to keep mistakes to
a minimum.
ITN also employs a staff of three full-time Quality Control Engineers whose
principal functions are to:
. Validate new functionality prior to its general release.
. Verify compatibility with each of the browsers currently supported by ITN.
. Research and coordinate the correction of any feature that fails to perform
as designed.
Additionally, ITN performs random user tests of current functionality and
features under development. Participants are selected based on their level of
familiarity with both the Internet and ITN's online system. ITN includes novice,
casual and experienced volunteers from both current and new customer
corporations specifically to identify system and interface bottlenecks.
2.7.2 Enhanced GNS placename and error handling
When the user submits an inquiry for availability, the system attempts to match
or correct these to correspond with those in the Global Name Server (GNS)
required by the CRS. The GNS is a database of known city codes, airport codes,
placenames and lists of associations between placenames and city/airport codes.
If the user enters information that is not an exact match, the system will
respond by substituting an appropriate or pre-determined city/airport code
corresponding to the user's placename entry and forwarding it to the CRS. If
multiple matches exist, the system returns a display of matching placenames to
the user with a request for a more specific entry. If a match does not exist,
the system assumes the entry is misspelled, performs several spell-checking
routines and re-attempts to find a match. This continues until all spell
checking routines are exhausted, i.e., fail to arrive at an appropriate
substitute. If unsuccessful, the user receives an error page with instructions
to try again.
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2.8 trip templates
2.8.1 Creating frequent trip templates
ITN Global Manager presents users with the opportunity to name and save
itineraries as Trip Templates each time a new reservation is created or changed.
These templates can also be created from the user's list of previous
reservations or saved even without completing or confirming a reservation.
2.8.2 Stored itineraries for repeat trips and trip templates
Trip Templates represent reusable itineraries that feature the air, car rental
and hotel selection of a previously booked reservation. When users click on a
trip template, they need only add new date information, and all elements of the
reservation will be booked with policy and fare checks administered. This brings
the booking time down to under one minute for a complete policy compliant PNR.
Additions or deletions of car, hotel, etc., can be made on the itinerary review
page.
2.9 24-hour accessibility
Multiple layers of redundancy have been engineered into ITN's system to provide
24x7 user accessibility. Our existing data center has not experienced a "hard"
down within the last six months.
For example, ITN contracts with three national Internet Service Providers to
maintain constant accessibility to the web. Three sets of redundant routers,
connectivity to multiple CRSs, multiple data lines to each CRS, over a dozen
mirrored servers operating in rotation, and a second complete redundant site
offer the highest level of assurance that ITN Global Manager will available to
Company users when they need it.
Additionally, ITN maintains onsite, around-the-clock technical support to
troubleshoot and initiate contingency plans when unique, unforeseen situations
occur that adversely affect the system's responsiveness to user needs.
2.9.1 System reliability and redundancy
The ITN data center is designed to be reliable against hardware failures, power
outages, A/C failures, and mini-disasters. The ITN reservation system is
designed to be fault tolerant against local power outages, phone line failures,
natural and man-made disasters.
ITN's system is designed with the following goals:
. There is no single point of failure in the system.
. The system remains fully operational (with minimal interruptions) despite
the total failure of one ITN data center.
. The system remains operational (with minimal interruptions) with up to two
communication link failures. The communication links are designed so the
failure of a regional telephone system will not impair the operation of the
ITN reservation system. In particular, ITN's system is fault tolerant
against the complete failure of Pacific Bell, the local telephone company's
infrastructure.
. The system will remain fully operational when any single piece of equipment
either fails or loses power.
. In the event of any component failure in an ITN center, the time to replace
the failed component is under two hours. This is implemented by having
adequately trained personnel available on-call and adequate stock of
critical spare parts.
. ITN data centers are completely isolated from the local power supply.
. The database system utilizes both RAID level 5 disk redundancy and real-
time mirroring in order to fully ensure data integrity.
. ITN maintains multiple connections to each CRS system. Each connection is
hosted by a distinct CRS gateway machine, thereby increasing the overall
reliability.
2.9.2 Future capacity planning
In a web-based environment, speed and reliability are critical to creating a
high level of customer satisfaction. To achieve even higher levels of
performance and reliability, ITN is also
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deploying transaction processing centers at geographically diverse locations to:
. Provide additional insulation from natural disasters, network interruption
or local telecom disruptions.
. Minimize network delays between customers and the ITN data center.
. Create the "shortest path" between the consumer and the supplier.
The ITN data center is currently run out of our Palo Alto, California
headquarters and we are in the process of establishing a second facility in
Santa Clara. Within six months, ITN will also be building a third facility
located on the East Coast. Long-term plans call for another center to be added
in a strategic European location. The addition of these multiple redundant sites
will increase the speed of response for all customers worldwide, provide
additional layers of dependability, and add to the long-term scalability of the
system.
ITN strives to operate at 30 percent or less of total capacity. These additional
centers will enable us to more easily increase the number of customers without
compromising this level of performance.
2.10 PC and laptop environments
Company's travelers can access ITN Global Manager from anywhere in the world
provided they have access to the Internet and an ITN-supported browser--either
Internet Explorer version 3.02 or higher or Netscape Navigator version 3.0 or
higher. System performance between a desktop user networked to Company's
intranet and a laptop user dialing in to Company's network remotely may differ
according to connection speed and routing complexity.
2.11 low fare search
A fundamental function of ITN's system is to perform a low fare search on all
coach class itinerary selections. If lower airfares exist, based on parameters
set by the site administrator, the user is presented with up to three alternate
itineraries. Low fare search typically adds three to five seconds to the
reservation process.
Users can complete a reservation with a minimum of steps while being advised of
Company's preferred suppliers and rates. The steps involved in this process
include:
. ITN's system displays faring options both one-way and round-trip. The user
would request the proposed itinerary.
. The system would return segment by segment availability to the user with
segment pricing displayed.
. The user would click on the requested flights.
. The system then "books" the requested segments and prices all preferred
vendor contracts at that time.
. A low fare search is run on the record and alternative pricing options will
be returned to the user with his/her selected priced itinerary.
. The user then chooses from the best option returned.
The air selection process may take one to two minutes, and it fully ensures that
all "best fare options" within Company's policy and supplier preferences have
been provided to the traveler.
2.12 user "what if" scenarios
Many companies enforce the use of preferred airlines through their travel
policies. However, some ITN customers recognize that there are times when
potential cost savings are not worth it--for example, if using the preferred
airline will cause a major delay or inconvenience to the traveler and, in doing
so, jeopardize the purpose of the trip.
ITN Global Manager gives users the ability to override preferred airlines with a
lower-priced itinerary. Company's site administrator can control the
circumstances under which these exceptions are allowed (e.g., same day travel)
or set a threshold on the level of cost savings (e.g., at least $400 less than
the lowest preferred flight).
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For example, ITN Travel Policy Editor can now be configured to allow users to
choose a direct flight that is available, but not preferred, over a connecting
flight on a preferred airline. Travelers who choose these flights, within the
administrator's pre-defined parameters, would not be considered "out of policy."
The system may also be configured to search for alternate airports for both
departure and destination cities, in order to obtain the lowest fare. Some
examples include:
. Boston can include Boston, Manchester, NH and Providence, RI.
. Los Angeles can include LAX, Burbank, Ontario and Orange County.
. New York City can include White Plains, Newark, La Guardia and JFK.
2.13 Leisure travel
Many ITN customers extend the use of ITN Global Manager to handle personal
travel for employees. Limits are generally imposed only by the nature of a
customer's negotiated air, car rental and hotel pricing agreements, since some
contracts restrict the use of discounts to company travel.
In such cases, several customers have paid an additional fee for a leisure-based
site for their employees' personal travel and configured this site so it does
not allow the use of restricted contract rates. A few customers have also placed
a hyperlink on their ITN Global Manager home page that forwards the user to
ITN's public site to book personal travel. This hyperlink can be added to
Company's site at no additional cost.
An optional feature, called secondary profiles, can also be enabled on the site
and permits the user to create up to nine additional second-level profiles for
family members, associates and friends. Using secondary profiles, users are
provided with a method of making reservations for non-users. When enabled by
ITN, the site administrator controls the use of secondary profiles.
2.14 capture of all information
2.14.1 User access to PNR information
The user can display a reservation, as it currently appears in the host CRS,
anytime they choose to review a previous, unused booking. For example, if the
user builds a reservation with the online system and subsequently changes or
cancels the reservation directly with the travel agency, any change or the
cancellation is presented to the user when reviewing their previously booked
itinerary. This scenario assumes only one agency using one CRS is operating on a
single site.
2.14.2 Travel policy exceptions
ITN Global Manager presents a unique solution to tracking and enforcing air, car
rental and hotel travel policy compliance. Company can capture essential
itinerary information for later analysis and customize the system's behavior
whenever travelers exceed company guidelines.
Every reservation is compared to the company's travel policy. When a non-
compliant booking is created, the system can require the user to select from a
set of customizable reasons, request permission to deviate from policy or go
back and make a policy compliant reservation. Pre-trip approval can also be
established requiring the user to request permission for ticket issuance
regardless of the itinerary's policy compliance.
The system then enters the following information into the PNR to allow for
travel agency reporting:
. Lowest airfare offered to the user
. Airfare selected by the user
. An agency customizable code to indicate the reservation's policy compliance
or reason for non-compliance
. The user's justification for taking the trip.
Additional information regarding the traveler's compliance to car rental and
hotel guidelines can also be inserted into the reservation record. All PNR
entries will follow the host agency's current format guidelines to prevent the
need for post reservation processing by a travel agent.
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2.13.3 Total PNR Acquisition
Total PNR Acquisition, a recently developed feature, permits customers to
acquire reservations booked offline, at their host travel agency. Data from
acquired reservations is automatically available through the system's online
data exploration tool, Global Observer. Significantly, this feature also permits
users to "claim" offline reservations and have them available for review,
modification or cancellation.
2.13.4 Data streaming to third parties
Other than the data elements contained in the PNR, ITN Global Manager can also
be configured to forward reservation data, using a .CSV file format, to any
third party system on a regularly scheduled basis for an additional fee. This
data stream will contain all elements of the traveler's PNR, including name,
organizational information (division reference, department designation, employee
number), pricing, fare class, travel dates, pickup and drop off dates, check in
and check out dates, supplier names, currency type, phone numbers, charge card
type, charge card number, PNR type (new, changed, cancelled) and record content
(air; air, hotel; air, hotel, car; air, car; etc).
Complete instructions and an explanation of ITN's data stream structure--field
names, sequence, header message, etc.--will be provided upon request. Company's
supplier would be responsible for parsing the stream, extracting fields of
interest and discarding the rest.
2.14.5 Online business intelligence
As a competitive strategy, ITN has chosen to focus on providing business
intelligence (BI), and not reporting. Reports are static presentations of
information based on data that is already stale by the time it is needed. ITN's
Global Observer provides our customers with a solution that gives them
interactive, real-time access to critical data.
Global Observer's set of online analytical processing (OLAP) tools, powered by
COGNOS--the industry leader in BI with over 500,000 installed users worldwide--
enables managers to retrieve information in the form of multi-dimensional data
views.
The site administrator has access to our online interactive data exploration
tool featuring summary and detail information on the site's reservations. The
online tool permits the sorting and downloading of all data elements, including:
. Traveler name (transaction level views only)
. Employee # (transaction level views only)
. Department number (dependent upon profile information)
. Travel date
. Booking date
. Origination and destination
. Time of travel
. Total purchases: airline, car rental, hotel
. Travel supplier: airline, car rental, hotel
. Cost of ticket (transaction level views only).
Administrators can analyze details relating to all types of system usage,
including the top 50 routes traveled, air, car and hotel bookings and purchases,
cost per mile, and ATP.
2.15 local city information
ITN has developed third party content partnerships with Rough Guides, which
offers up-to-date travel information for over 4,000 destinations, and Vicinity,
which offers general maps and driving directions.
ITN's interactive mapping information, offered through Vicinity, permits users
to enter location addresses to produce highly detailed, printable maps and
driving directions that feature local landmarks, hotels and major roadways.
Mapping is available for an additional licensing fee. Driving directions are
accessed by clicking on the Directions button in the hotel availability display.
2.16 coordination with multiple travelers
ITN Global Manager allows the assignment of registered users to serve as travel
arrangers.
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Travel arranger functionality must first be enabled by the Site Administrator.
Once enabled, travelers may proceed to identify particular individuals to be
their travel arranger(s). Profiles of travelers may contain the names of those
individuals authorized to book their travel.
To arrange travel for others, travel arrangers select the name of the
appropriate traveler from a drop-down list featuring each of their travelers
prior to searching for flight, car rental or hotel availability. As the
itinerary is built, ITN Global Manager prepares the reservation using the
information and personal preferences associated with the selected traveler.
Travel arrangers, who book travel for one or more travelers, can book a
reservation according to the preference of the traveler, but will not have
access to the profile to make changes.
2.17 ITINERARY CONFIRMATION
Each reservation completed online is automatically and immediately queued to
Company's host travel agency, pre-formatted with the same type of information
normally captured by the reservationist. Company users can also send itineraries
directly through the system to three different email addresses, including their
own.
ITN Global Manager can also be configured to automatically forward a copy of the
user's itinerary to a pre-established travel authorizer, regardless of the
reservation's policy compliance. Using a built-in messaging system, the
notification includes the user's complete itinerary, trip purpose, and if it is
also outside of company guidelines, an explanation for deviation and the amount
of additional costs, compared to travel policy, associated with the trip.
2.18 PROBLEM RESOLUTION
2.18.1 Online help and documentation
ITN can offer Company the following documentation to assist users of ITN Global
Manager:
. A comprehensive online help system structured in a similar manner to the
help systems available on most Windows-based applications. Users can select
a help topic from a Table of Contents or alphabetical Index simply by
clicking on the Help menu. ITN designed the system to be content-sensitive,
so the Help page responds with documentation related to the same booking
page and/or function the traveler is trying to use.
. An additional online help system is currently being prepared for release
for system administrators.
. A "quick reference guide" similar to what a customer might see for a new
voice-mail system.
. The standard ITN help manual presented either "as-is" or customized with
Company's branding.
There is also a Comments section on the booking page where users can send
messages to the travel agency if they require special assistance.
2.18.2 Technical customer support
All ITN products are backed by a fully trained customer service center located
in ITN headquarters in Palo Alto, California, that is available to Company's
contact 24 hours a day, seven days a week at no additional cost. The individuals
in this department have skill competencies in the airline and travel industry,
customer care/support training, and technical knowledge of the ITN product. The
support center can be reached via email or by telephone via an 800-number and
can solve problems, in real time, regarding the booking system.
ITN operates an Automatic Call Distribution (ACD) system to facilitate the
handling of customer calls. Each customer support technician has their own queue
to accelerate response time.
Once alerted to a problem, a customer service technician will immediately go to
Company's site, analyze the reported problem and take corrective action. Every
problem is different, but in general, ITN is able to resolve most problems very
quickly, within a 30-minute time frame. Problems that require software to be
rewritten do not occur frequently, but would require a longer period of time to
resolve.
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ITN will also provide Company access to second level technical support. The
Technical Support team, being formed in Q3 1999, contains strong technical
skills and is very experienced in implementing, customizing and administering
the ITN solution. This group will respond to technical issues raised by the
Company site administration personnel during implementation and customization of
the product.
2.19 cultural information on international destinations
ITN offers Travel Guide for extensive, up-to-date destination information for
every country of the world. Our database includes references on culture,
climate, business practices, local social norms, visa/passport requirements,
public holidays, personal health precautions, and lists of duty free items.
2.20 support of global solution for multi-national travel management
ITN Global Manager is already fully implemented by corporate customers in
countries outside the U.S., including Texas Instruments, Nokia and Credit Suisse
First Boston in Europe. In addition, ITN's system is actively handling
transactions with customers in Asia and Latin America.
ITN is also constantly enhancing the user interface to support more localization
for international use of ITN Global Manager. With ITN's recent 4.1 release, we
have added a set of configurable display options that allow both the site
administrator and the user some degree of control over the system's presentation
of dates, times, distances and currencies to coincide with local norms, provided
this is available in the CRS.
2.21 User feedback and information
Company's site administrator can customize and instantly update messages to
users as part of the Administrative function. Messages may be written in either
plain text or HTML formats. Updates to greetings (e.g., the Welcome message) and
instructions (e.g., "don't rent a car when going to the Manhattan office") can
be changed as often as needed.
Company users can click a Feedback button on the ITN Global Manager home page to
contribute information about certain destinations and suppliers. This feedback
is routed to ITN and accessible to a designated Company employee where the
company is free to share and distribute the information to others.
2.22 trip cost estimates
ITN Global Manager can be configured to prohibit an out-of-policy booking from
being completed without approval, or prohibit an out-of-policy ticket from being
issued without approval.
The user is always given a fare quote prior to booking on any requested
itinerary. Travelers can also create and save itineraries that give real time
costs for air, car rental and hotel, using any applicable rates, without
completing the booking process.
2.23 automated trip approval process
ITN Global Manager can be configured to automatically forward a copy of the
user's itinerary to a pre-established travel authorizer, regardless of the
reservation's policy compliance. Using a built-in messaging system, the
notification includes the user's complete itinerary, trip purpose, and if it is
also outside of company guidelines, an explanation for deviation and the amount
of additional costs, compared to travel policy, associated with the trip.
Authorizers then email-forward their approval or rejection of the pre-trip
request to the designated agency to permit or deny issuance and delivery of
travel documents.
2.24 operational information
ITN's next product release, version 4.2, is scheduled to include the following
functionality:
. Flight information: This feature, limited to the top 20 major carriers in the
CRS, will permit users to quickly determine the status of an upcoming flight.
Information such as gate assignment, current arrival/departure times and
assigned baggage claim carousel
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will be presented in the display, when provided by the CRS.
. Weather integration: This feature will permit the dynamic inclusion of five-
day domestic and three-day international weather forecasts, airport delay
information, and monthly rainfall and temperature averages on any system
page.
2.25 additional information
2.25.1 Y2K compliance
It is the intention of Internet Travel Network to only develop software that is
"Year 2000 Compliant," meaning that the software developed by the Company
("Software"), including ITN FlightRez, ITN Global Manager and ITN E-Partner
products, when used in accordance with the relevant documentation, is
substantially capable of correctly processing, providing and/or receiving date
data corresponding to dates during and after the year 2000 in substantially the
same manner and with substantially the same functionality and performance as
pre-year 2000 date data, provided that, where applicable, Software receives
accurate date data from third party software, hardware, systems, or equipment.
The Company is not responsible for any failure of the Software to correctly
create or process date data if such failure results from the inability of any
software, hardware, systems, or equipment of any third party (including any
underlying database engines, operating systems, or drivers) to correctly create
or process date data.
In February 1999, ITN has completed testing the Software with respect to its
ability to successfully book air, hotel and auto travel with departure and/or
arrival dates in the year 2000. The tests were conducted using connections to
all five major CRS vendors: Amadeus, Apollo, Galileo, SABRE and Worldspan. Tests
were made across more than 12 air carriers, 24 hotel chains, five auto rental
chains and three credit card companies, demonstrating to our satisfaction that
the Software, independent of the GDS systems, does not have problems conducting
travel bookings for the year 2000.
Issues identified during the testing suggest isolated difficulties confined to
specific hotel chains, European auto rental agencies or European air carriers.
ITN will not release the complete results of its testing in deference to the
companies whom we know are actively working to solve year 2000 problems within
their own Global Distribution Systems. ITN has also used test credit cards,
where possible, with expiration dates in the year 2000 and found that the
bookings functioned correctly in most of the GDSs.
2.25.2 Secure transactions
ITN servers support SSL encryption for secure electronic commerce. User
preferences and charge card data are applied to the booking process behind the
scenes and only partially exposed to the Web on the Itinerary Review page. When
the user chooses to complete a reservation, personal and charge card information
is accessed from the user's profile and transmitted to the host CRS using ALC,
X25 or TCP/IP connections. This eliminates the need to expose charge card
information to the Internet environment.
By comparison, ITN's security of user and company information far exceeds the
measures taken by even the largest travel agencies, which store data in the
clear with their host airline CRS. Significantly, this can permit accessibility
of sensitive information to every employee at every office within the agency's
network of offices and to a host of employees at the CRS and its airline
parents.
2.25.3 Data and network security
To protect user data from unauthorized access, ITN provides strong security
measures from all external threats, including the Internet, intranets and
unauthorized access to ITN facilities with the following measures:
. ITN makes extensive use of firewalls throughout the organization to separate
the data center from the Internet, Intranets, and other parts of the company.
. URLs are scrambled and authenticated.
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. Client databases reside on a private network.
. ITN maintains separate logical databases for all customer profiles.
. Technical staff are restricted to specific partitions with password-level
access on ITN's Oracle8 databases.
. Only a select group of ITN employees have access to the databases and
servers.
. ITN maintains secure communication links between data centers.
. ITN encrypts important database information.
2.25.4 Back-up capabilities
ITN is committed to providing access to, and use of, the ITN Global Manager
reservation system at least 95 percent of the time, as measured on a month-to-
month basis. Actual uptime is closer to 99 percent.
There is no single point of failure within the ITN operations environment. From
ISP connections to internal hardware, database systems and critical processes,
any single system can fail or shut down and its functions will immediately be
assumed by a redundant system.
In addition, ITN employs the latest commercial database and other redundancy
techniques and products (from Oracle, Cisco, BEA and others). ITN is also
designing a number of new technologies to guarantee ever increasing levels of
availability.
3. approach and work to be performed
3.1 Implementation plan
ITN assigns a team to manage project development and implementation. This team
is comprised of travel and technology industry professionals with extensive
backgrounds in travel management and CRS, Internet and software organizations.
Each major implementation effort at ITN is managed by an experienced member of
ITN's Professional Services Organization management staff. This manager will:
. Develop a customized project plan for Company's approval.
. Keep Company informed of the project's status.
. Ensure Company's specific system requirements are built into the site.
. Ensure the site will be compatible with Company's agency.
. Ensure that the system continues to meet Company's requirements on an ongoing
basis.
The Senior Sales Director and a program consultant from the Professional
Services Organization will manage the corporate partnership between ITN and
Company. Post-implementation, the program consultant will share industry-leading
best practices and benchmarks with Company, enabling the organization to learn
and benefit from the experience of others. The program consultant will help
Company develop statistical analysis models to measure adoption rates and cost
savings. Company may also engage ITN adoption consultants to develop creative
strategies to increase travelers' use of the system and provide training.
3.2 Schedule
3.2.1 Project schedule
Upon contract award, ITN will produce a project plan incorporating the specific
tasks, timelines and project dependencies required to implement Company's site.
A typical schedule and responsibility breakdown for both ITN and Company is
provided below.
The ITN program consultant will be responsible for the following tasks:
Week 1
. Creating the site.
. Assigning login and password.
. Configuring agency information to enable basic functionality.
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. Configuring site per options determined by client.
. Forwarding a PNR formats document to client.
. Forwarding hotel preferred property database template to client.
. Forwarding a user database template to client.
Weeks 2 and 3
. Working with client team to compile complete list of requirements.
. Doing a site walkthrough.
. Determining customization requirements for air, car and hotel features.
. Specifying site interface changes.
. Preparing a detailed customization plan for Production to schedule.
. Identifying items that need development and forwarding this list to
engineering to schedule.
. Reviewing and identifying configurable implementation items per vendor
contracts and PNR formats.
. Preparing an implementation plan that outlines project scope, work required,
activity list and a defined set of functional deliverables per requirements.
This includes timelines for each activity, cost estimates if applicable,
additional resource requirements, schedule for the work, and test checklists
for user acceptance.
Weeks 4 and 5
. Preparing Conditions of Satisfaction document.
. Loading air and car vendor contracts.
. Loading hotel preferred property database.
. Loading user database.
. Configuring administrative controls of site as required.
. Delivering site customization to alpha per Production plan.
. If functionality is developed, providing daily status and progress reports.
. Alpha testing site functionality according to user acceptance test plan.
. Delivering site to beta for testing.
Company will be responsible for providing the following information and/or
performing these tasks:
Week 1
. Contacting Company's CRS Account Representative to obtain a new Pseudo City
Code and TA Pool.
. Enabling low fare search capability--if chosen as an option--on the new
established Pseudo City Code.
. Informing ITN once the Pseudo City Code is functional.
. Establishing bridge access.
. Determining site access method--Internet or Intranet--and informing ITN if a
dedicated line is preferred.
. Determining user access to system: password restricted; open site; specific
users only (database provided).
. Determining secure server usage options.
. Providing list of key contacts at Company for the project.
. Determining beta period with targeted number of users and timeline before
going live.
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Weeks 2 and 3
. Providing graphics and content for customization purposes.
. Providing PNR formats document.
. Providing five (5) sample PNRs.
. Providing five (5) sample CRS profiles.
. Ensuring all CRS profiles have the same fields.
. Ensuring the naming scheme in the CRS Profiles is compatible to automation.
. Providing Company's travel policy.
. Providing air and car vendor contracts.
. Providing hotel preferred property database.
. Providing user database.
. Providing proposal of needs, customization, and development requests for
short, mid and long term with priority levels.
Weeks 4 and 5
. Beta testing customized site according to user acceptance test plan.
. Signing off on Conditions of Satisfaction document.
3.2.2 Training Schedule
ITN's experience and industry leadership have shaped our approach to training
for online booking technology to lead to quicker implementation, swifter
employee acceptance and adoption, and faster realization of the benefits Company
expects from the deployment of ITN Global Manager.
ITN offers a unique modular approach to training, and directs training resources
to three key audiences--Company's travel management administrators, designated
agency operations staff and internal support desk. ITN can also assist with
training Company's travelers and travel arrangers. This effort is managed by a
program consultant in the Professional Services Organization who can determine
the right training media and match these materials and programs to Company's
culture and demographics.
The program consultant can include a training plan as part of Company's
implementation project plan. A typical training plan establishes dates for
training to be conducted after initial configuration of the site and prior to
launch for each targeted audience. Training for Company's travelers/travel
arrangers requires a customized solution set that incorporates change management
initiatives, train-the-trainer initiatives, and direct sessions where possible.
This can be both pre- and post-launch, as well as an ongoing basis as Company
tries to reach its adoption goals.
3.3 Ongoing SITE maintenance and new releases
3.3.1 Site maintenance
3.3.1.1 Loading and Updating Preferred Airline Rates
An ITN program consultant will load all of Company's negotiated airline
discounts into our system. As the complexities and hierarchy of loading airline
rates is best managed by a trained professional familiar with the ITN system,
any new agreements as well as the ongoing maintenance of the airline agreements
must be managed by the ITN program consultant.
3.3.1.2 Loading and Updating Negotiated Hotel Rates
ITN provides every ITN Global Manager customer with a simple layout (text file
or spreadsheet) format to receive negotiated hotel rate information. Company
will input basic information into the spreadsheet including:
. Hotel name
. CRS property code
. Negotiated rate(s)
. Validity dates.
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An ITN program consultant then imports this file into the hotel database for
Company's site. Updates and modifications to the negotiated properties list can
be made by Company's site administrator through an update to the spreadsheet.
The ITN program consultant then imports the updated spreadsheet to Company's
booking site, and the new rates become effective immediately.
3.3.1.3 Loading and Updating Policy Parameters
Typically, an ITN program consultant will assist Company in the initial
configuration of its primary and secondary travel policies. Policies, however,
can be loaded and changed at any time by Company's site administrator.
3.3.1.4 Creating and Modifying the Site's Appearance
Company's site administrator can make modifications to the site announcements
page, background colors, highlighting of preferred vendors, some text changes
and font size modifications. Major page modifications, text changes, and
placement of custom graphics is coordinated by the assigned program consultant
and handled by ITN's Web Production department.
3.3.2 New releases and application upgrades
ITN has a formal software development and engineering implementation process
that is customer focused and customer driven.
ITN conducts client forums on a regular basis to obtain input and share
concerns, brainstorm development ideas and determine where the industry and
technology are headed. These client forums help ITN shape site development to
provide leading edge technology.
An ITN program consultant will work with Company to benchmark performance and
successes across your customer base. The program consultant reports this
information back to Company and can help develop programs and initiatives to
optimize current and planned development efforts.
Once the Company site is accepted and released, ongoing enhancements and
development will also be managed the an ITN program consultant. Communication
between Company and the program consultant is critical to the success of
Company's site. The program consultant acts as the liaison between Company's
team and the ITN Product Development group to formulate development requests,
translate those requests into functional specifications and, eventually, into
live product releases.
The ITN program consultant will communicate the availability of all software
releases and user interface enhancements with Company. Should Company be
interested in the enhancements ITN is developing, we will create a beta test
site for your evaluation and then perform a complete QA test cycle on the new
functionality. After an acceptance test period is over with formal quality
assurance testing standards, and when mutually agreed upon, ITN will release the
update to the live servers for Company customers.
3.4 system requirements
ITN Global Manager is a web-based application and has no hardware hosted in
client locations. The Internet provides a standard platform that is not impeded
by differences in hardware or software between companies and users.
ITN considers the Internet/intranet (non-distributed) based platform to be more
robust than a distributed version. By outsourcing Company's online travel
service to ITN's service bureau, ITN assumes primary responsibility for the
support and administration of our application, and automatically makes all
installations and upgrades to the system at our data center.
Since ITN's system is interfaced through the World Wide Web through a common
browser, ITN Global Manager is completely platform independent and can be
accessed from all significant operating systems on the market today, including
those designed for the IBM PC, Macintosh, Unix and others.
-59-
<PAGE>
EXHIBIT L
GT Pipeline Definitions
-60-
<PAGE>
<TABLE>
- --------------------------------------------------------------------------------
<S> <C>
100% A contract signed by all parties received by ITN contracts
administration.
95% The client has a final contract (approved by client's legal
counsel) in hand and has promised to sign it by month's end.
90% The client has a final ITN contract in its possession and
indicates we are the selected vendor.
80% Competition is eliminated and the client has publicly selected
ITN as its vendor.
75% Client has given us Verbal indication that ITN will get the
business
65% Champion identified and wants ITN. As a result of the proposal,
the prospect has given us the name of other decision makers &
legal counsel and sponsors our presentation of sample contracts
for legal review.
50% Final proposal has been presented in a face to face sales
call - Competition or other barrier still active.
45% A "Red Pen" meeting was conducted with the salesperson leaving
with a marked-up draft of the proposal and new information about
the client. The client indicates a feeling of ownership of the
proposal and a willingness to Sponsor it forward.
40% As a result of the ITN location meeting, prospect has asked for
a formal proposal and shows high interest in supplying the
information needed to create one.
35% Prospect agrees to attend a briefing on ITN services. We confirm
that all prospect personnel involved will attend.
25% As a result of onsite sales calls and demo, prospect indicates
that ITN appears to have solution. Sales feels this prospect is
qualified.
- --------------------------------------------------------------------------------
Commit Status
AA in Signed and received by ITN
A A Committed (Sales rep) deal for month identified, Active
contract negotiation in process
B Backup deal for timeframe committed, Competition eliminated,
Verbal agreement by customer, Contract presented
C Champion identified and promoting ITN, Competition is active or
other barrier exists
P Prospect offers solid opportunity
Lost Lost to competition
Suspect Appears to be inactive or not going to move forward in
reasonable timeframe
- --------------------------------------------------------------------------------
Contract Status
Full Full Accepted completed contract - no pilot stage or
acceptance/pilot stage is completed
P to F Existing Pilot Moving from Pilot to Full contract status in
timeframe outlined
Pilot Pilot contract - Sole Source (even if an ITN Pilot to Full
Agreement)
SSP-LOU Sole Source Pilot Letter of Understanding
CP Competitive Pilot
- --------------------------------------------------------------------------------
Sales Directors:
CB = Chris Bene, CD = Chuck DiMeglio, DC = Dave Cooney,
JE = Jeri Epstein, SH = Sally Hendron, BH = Bill Hogate,
GJ = Greg Jones, CLR = Cathy Ladd-Rodgers, TL = Tod Lockard,
MM = Mike Miglio, SS = Steve Soto, LS = Lori Speigl,
JT = Johnny T
- --------------------------------------------------------------------------------
GDS:
Amadeus = A, Galileo = G, Sabre = S, Worldspan = W
- --------------------------------------------------------------------------------
AGENCY
Amex = AM, Carlson = CW, Rosenbluth = RB, Maritz = MA,
Sato = SA, Travel & Transport = TT, Other = OT, In House = IH
- --------------------------------------------------------------------------------
</TABLE>
-61-
<PAGE>
EXHIBIT M
The "International 350"
-62-
<PAGE>
[*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
-63-
<PAGE>
[*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
-64-
<PAGE>
[*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
-65-
<PAGE>
[*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
-66-
<PAGE>
[*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
-67-
<PAGE>
[*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
-68-
<PAGE>
[*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
-69-
<PAGE>
[*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
-70-
<PAGE>
[*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
-71-
<PAGE>
[*]
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
-72-
<PAGE>
EXHIBIT N
Implementation Schedule Template
-73-
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TASK Task Name Responsible Est. Hours Comments
per Site
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
P0 Provide site config summary & detailed analysis American Express TBD
of target accounts segregated by CRS
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Prioritize account list American Express TBD
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Identify Customer's CRS/bandwidth, connectivity, American Express TBD
security requirements
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Provide customer graphics according to spec American Express TBD
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Provide emulation agreements for Apollo accounts; American Express TBD
establish branch access, bridging capabilities
with all host PCCs
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Install leased lines American Express TBD PHX Tech Team to coordinate with
GetThere.com Ops team
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Prepare orientation & enrollment collateral American Express TBD
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Prepare user orientation / training presentation American Express TBD
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Present UI design, graphic requirements to ITN American Express TBD
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Present prioritized development requirements to American Express TBD
ITN
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Review implementation plan with customer American Express TBD
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Assess capacity, bandwidth requirements for Ops TBD
target account list; perform capacity upgrades
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Install Amadeus data line(s) Ops TBD (Activity at this time?)
- ----------------------------------------------------------------------------------------------------------------------------------
P0 Assess Apollo bandwidth requirements; install Ops TBD
additional TAs if necessary
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-74-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
P0 Install Sabre data line(s) Ops TBD
- ---------------------------------------------------------------------------------------------------------------------------------
P0 Install Worldspan data line(s) Ops TBD
- ---------------------------------------------------------------------------------------------------------------------------------
P0 Create site config summary form (custom Pkg B) PSO TBD Use form to collect per site config
requirements that differ from pre-
established standards
- ---------------------------------------------------------------------------------------------------------------------------------
P0 Conduct team meetings, prepare project plans, PSO TBD Estimate min. 120 hours for
strategy, standards; train American Express teams scoping, planning efforts (PSO time
only)
- ---------------------------------------------------------------------------------------------------------------------------------
P0 Develop standard UI design for pre-defined site Web TBD Include standard default settings
styles for ITN Admin Config, PNR editor,
profile sync, QueueMaster global
standard formats, graphics, policy,
etc.
- ---------------------------------------------------------------------------------------------------------------------------------
P1 Modify security page if needed American Express 0.05 Default to "forced security";
update if security by IP address is
required
- ---------------------------------------------------------------------------------------------------------------------------------
P1 Update localization page for international sites American Express 0.05
- ---------------------------------------------------------------------------------------------------------------------------------
P1 Modify Travel Arranger Admin page American Express 0.05
- ---------------------------------------------------------------------------------------------------------------------------------
P1 Modify Custom Ticket Delivery Options American Express 0.05
- ---------------------------------------------------------------------------------------------------------------------------------
P1 Modify QueueMaster American Express 0.05
- ---------------------------------------------------------------------------------------------------------------------------------
P1 Modify Air Configuration Pages American Express 0.05
- ---------------------------------------------------------------------------------------------------------------------------------
P1 Update car availability & contract config American Express 0.1
- ---------------------------------------------------------------------------------------------------------------------------------
P1 Update Agency Information page American Express 0.15
- ---------------------------------------------------------------------------------------------------------------------------------
P1 Update CRS Profile Editor American Express 0.15 Assumes profiles are highly
standardized; avail Apollo, Sabre
4.2)
- ---------------------------------------------------------------------------------------------------------------------------------
P1 Configure company admin page American Express 0.25
- ---------------------------------------------------------------------------------------------------------------------------------
P1 Modify Reason Codes American Express 0.25
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-75-
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
P1 Configure Market Preferences American Express 0.5 Sites configured separately;
default standards impractical
- ------------------------------------------------------------------------------------------------------------------------------
P1 Update hotel avail config; review client American Express 0.25
negotiated rate displays
- ------------------------------------------------------------------------------------------------------------------------------
P1 Modify Travel Policy American Express 0.25
- ------------------------------------------------------------------------------------------------------------------------------
P1 Conduct speed test & trace route with customer American Express 1
network engineers
- ------------------------------------------------------------------------------------------------------------------------------
P1 Install leased line Ops 3 American Express Tech team in PHX
will coordinate
- ------------------------------------------------------------------------------------------------------------------------------
P1 Build site: Assign site name, admin ID, pwd PSO 0.5
- ------------------------------------------------------------------------------------------------------------------------------
P1 Modify ITN Admin Config PSO 0.15
- ------------------------------------------------------------------------------------------------------------------------------
P1 Test CRS emulation PSO 0.25
- ------------------------------------------------------------------------------------------------------------------------------
P1 Modify PNR Editor & Change PNR Editor PSO 0.25
- ------------------------------------------------------------------------------------------------------------------------------
P1 Upload & test User dB PSO 1
- ------------------------------------------------------------------------------------------------------------------------------
P1 Test completed site config; assist AmEx team with PSO 4
modifications, iterations, troubleshooting
- ------------------------------------------------------------------------------------------------------------------------------
P1 Place custom graphics Web 0.33
- ------------------------------------------------------------------------------------------------------------------------------
P1 Determine & document site maintenance plan American Express TBD
- ------------------------------------------------------------------------------------------------------------------------------
P1 Conduct Training: User, Site Administrator, American Express TBD
Travel Agency
- ------------------------------------------------------------------------------------------------------------------------------
P1 Conduct recurrent training American Express TBD
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-76-
<PAGE>
EXHIBIT O
Work Order Template (General)
-77-
<PAGE>
EXHIBIT O
Pursuant to Section 3.10 of the Agreement
AXP General Feature(s) Work Order - Template
--------------------------------------------
[Completed AXP General Features Work Orders to be Attached to the Agreement at
Exhibit ______.]
GENERAL WORK ORDER NO.:
This Work Order for AXP General Features is issued pursuant to the above-
referenced Agreement between American Express Travel Related Services Company,
Inc. and GetThere.com, Inc., dated ________________________, 1999. Any term not
otherwise defined herein, shall have the meaning specified in the Agreement.
AXP Project Manager: ______________________________
GT Project Manager: ___________________________
Detailed Description of Services:
Detailed Description of Features and/or other Deliverables:
Timeframe of Project:
. Functional Specifications completion date: ________________________.
. Detailed Engineering Specifications completion date: ____________.
. Interim Milestones dates: ________________________ and interim
deliverables:
. Date for commencement of acceptance testing: ________________________.
. Live production date: ________________________.
Payment Terms:
. Fixed Price $____________. Interim payments tied to the following
specific milestones and Deliverable(s):
. Time and Materials pursuant to Exhibit ____ of the Agreement up to a
maximum amount of $____________.
. Plus actual and reasonable out of pocket expenses and all reimbursable
expenses approved by AXP.
. In no event will a "fixed price" or a "maximum amount" be exceeded by
five percent (5%) without the prior written consent of AXP.
Personnel Listing (if possible to provide):
-78-
<PAGE>
Any other Terms and Conditions Mutually Agreed upon by the Parties:
AMERICAN EXPRESS TRAVEL RELATED GetThere.com, Inc.
SERVICES COMPANY, INC.
By:______________________________ By:__________________________
Name:____________________________ Name:________________________
Title:___________________________ Title:_______________________
Date:____________________________ Date:________________________
-79-
<PAGE>
EXHIBIT ______
Pursuant to Section ______ of the Agreement
AXP Feature(s) Work Order - Template
-------------------------------------------------------------
[Completed _______________________ Work Orders to be Attached to the Agreement
at Exhibit ______.]
________________________ WORK ORDER NO.:
This Work Order for AXP _____________________ Features is issued pursuant to the
above-referenced Agreement between American Express Travel Related Services
Company, Inc. and GetThere.com, Inc., dated ________________________, 1999. Any
term not otherwise defined herein, shall have the meaning specified in the
Agreement.
AXP Project Manager: ______________________________
GT Project Manager: ___________________________
Detailed Description of Services:
Detailed Description of Features and/or other Deliverables:
Timeframe of Project:
. Functional Specifications completion date: ________________________.
. Detailed Engineering Specifications completion date: _____________.
. Interim Milestones dates: ________________________ and interim
deliverables:
. Date for commencement of acceptance testing: ________________________.
. Live production date: ________________________.
Payment Terms:
. Fixed Price $____________. Interim payments tied to the following
specific milestones and Deliverable(s):
. Time and Materials pursuant to Exhibit ____ of the Agreement up to a
maximum amount of $____________.
. Plus actual and reasonable out of pocket expenses and all reimbursable
expenses approved by AXP.
. In no event will a "fixed price" or a "maximum amount" be exceeded by
five percent (5%) without the prior written consent of AXP.
Personnel Listing (if possible to provide):
-80-
<PAGE>
Any other Terms and Conditions Mutually Agreed upon by the Parties:
AMERICAN EXPRESS TRAVEL RELATED GetThere.com, Inc.
SERVICES COMPANY, INC.
By:____________________________ By:_____________________________
Name:__________________________ Name:___________________________
Title:_________________________ Title:__________________________
Date:__________________________ Date:___________________________
-81-
<PAGE>
EXHIBIT P
Work Order Template (Unique)
-82-
<PAGE>
EXHIBIT P
Pursuant to Section 3.11 of the Agreement
AXP Unique Feature(s) Work Order - Template
-------------------------------------------
[Completed AXP Unique Features Work Orders to be Attached to the Agreement at
Exhibit ______.]
UNIQUE FEATURES WORK ORDER NO.:
This Work Order for AXP Unique Features is issued pursuant to the above-
referenced Agreement between American Express Travel Related Services Company,
Inc. and GetThere.com, Inc., dated ________________________, 1999. Any term not
otherwise defined herein, shall have the meaning specified in the Agreement.
AXP Project Manager: ______________________________
GT Project Manager: ___________________________
Detailed Description of Services:
Detailed Description of Features and/or other Deliverables:
Timeframe of Project:
. Functional Specifications completion date: ________________________.
. Detailed Engineering Specifications completion date: ______________.
. Interim Milestones dates: ________________________ and interim
deliverables:
. Date for commencement of acceptance testing: ________________________.
. Live production date: ________________________.
Payment Terms:
. Fixed Price $____________. Interim payments tied to the following
specific milestones and Deliverable(s):
. Time and Materials pursuant to Exhibit ____ of the Agreement up to a
maximum amount of $____________.
. Plus actual and reasonable out of pocket expenses and all reimbursable
expenses approved by AXP.
. In no event will a "fixed price" or a "maximum amount" be exceeded by
five percent (5%) without the prior written consent of AXP.
Personnel Listing (if possible to provide):
-83-
<PAGE>
Any other Terms and Conditions Mutually Agreed upon by the Parties:
AMERICAN EXPRESS TRAVEL RELATED GetThere.com, Inc.
SERVICES COMPANY, INC.
By:______________________________ By:____________________________
Name:____________________________ Name:__________________________
Title:___________________________ Title:_________________________
Date:____________________________ Date:__________________________
-84-
<PAGE>
EXHIBIT Q
Work Order Template (Restricted)I
-85-
<PAGE>
EXHIBIT Q
Pursuant to Section 3.12 of the Agreement
AXP Restricted Feature(s) Work Order - Template
-----------------------------------------------
[Completed Restricted Work Orders to be Attached to the Agreement at Exhibit
______.]
RESTRICTED FEATURES WORK ORDER NO.:
This Work Order for AXP Restricted Features is issued pursuant to the above-
referenced Agreement between American Express Travel Related Services Company,
Inc. and GetThere.com, Inc., dated ________________________, 1999. Any term not
otherwise defined herein, shall have the meaning specified in the Agreement.
AXP Project Manager: ______________________________
GT Project Manager: ___________________________
Detailed Description of Services:
Detailed Description of Features and/or other Deliverables:
Timeframe of Project:
. Functional Specifications completion date: ________________________.
. Detailed Engineering Specifications completion date: ______________.
. Interim Milestones dates: ________________________ and interim
deliverables:
. Date for commencement of acceptance testing: ______________________.
. Live production date: ________________________.
Payment Terms:
. Fixed Price $____________. Interim payments tied to the following
specific milestones and Deliverable(s):
. Time and Materials pursuant to Exhibit ____ of the Agreement up to a
maximum amount of $____________.
. Plus actual and reasonable out of pocket expenses and all reimbursable
expenses approved by AXP.
. In no event will a "fixed price" or a "maximum amount" be exceeded by
five percent (5%) without the prior written consent of AXP.
Personnel Listing (if possible to provide):
-86-
<PAGE>
Any other Terms and Conditions Mutually Agreed upon by the Parties:
AMERICAN EXPRESS TRAVEL RELATED GetThere.com, Inc.
SERVICES COMPANY, INC.
By:____________________________ By:____________________________
Name:__________________________ Name:__________________________
Title:_________________________ Title:_________________________
Date:__________________________ Date:__________________________
-87-
<PAGE>
EXHIBIT R1
GT Standard Development Requirements
Package B
-88-
<PAGE>
Contents
B Checklist
Use the Checklist to keep track of your documents. Make sure all items
are included before returning to ITN.
B-1 Project Team
Key names, email addresses, phone and fax numbers.
B-2 Site Configuration - Agency
B-2 Site Configuration- Company
Used to configure your site
B-3 PNR Formats - Basic
B-3 PNR Formats - Corporate
ITN matches PNR formats with your agency to reduce processing labor.
B-4 Site Graphic Specifications
Customize your site with your own corporate logos and colors.
B-5 Test Profile
B-6 Travel Policy
B-7 Leased Line Order Form
Install a dedicated line between ITN and your company to increase
performance and security.
B-8a User Database and Preferred Properties
B-8b Profile Synchronization
B-9 Air and Car Contracts
Global ITN sites are allowed an unlimited number of air and car
contracts.
List them and attach copies of all contracts.
-89-
<PAGE>
Checklist
Package B:
[_] B-1 Project Team
[_] B-2 Site Configuration - Agency
[_] B-2 Site Configuration - Company
[_] B-3 PNR Formats - Basic
[_] B-3 PNR Formats - Corporate
[_] B-4 Site Graphics [_] Sent via Email [_] Disk attached
[_] B-5 Test Profile [_] Sent via Email [_] Disk attached
[_] B-6 Travel Policy
[_] B-7 Leased Line Order Form (Optional)
Other Documentation:
[_] 5 sample PNRs and Profiles
[_] Air Contracts
[_] Car Contracts
[_] User Database & ITN Profiles [_] Sent via Email [_] Disk attached
[_] Preferred Properties [_] Sent via Email [_] Disk attached
CRS Emulation: (select one CRS only)
Pseudo: ______________________________ Queue: _________________________________
[_] AMADEUS
[_] APOLLO.................. EMULATION AGREEMENT SENT TO APOLLO: ____/____/____
[_] GALILEO
[_] SABRE................... Sabre line installed: ____/____/____
[_] WORLDSPAN [_] SABRE LINE INFORMATION FORM COMPLETE
Project Manager: _____________________ Date Received: _________________________
-90-
<PAGE>
B1 - Project Team
Duplicate this page if there are more contacts than space allows and attach it
to Package B.
- --------------------------------------------------------------------------------
Customer Contacts
- --------------------------------------------------------------------------------
Primary Name Title
-------------------------------------------------------------------
Email Phone Fax
- --------------------------------------------------------------------------------
Secondary Name Title
-------------------------------------------------------------------
Email Phone Fax
- --------------------------------------------------------------------------------
Information Name Title
Technology
-------------------------------------------------------------------
Email Phone Fax
- --------------------------------------------------------------------------------
Name Title
-------------------------------------------------------------------
Email Phone Fax
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Agency Contacts
- --------------------------------------------------------------------------------
Account Name Title
Manager
-------------------------------------------------------------------
Email Phone Fax
- --------------------------------------------------------------------------------
Operation Name Title
Manager
-------------------------------------------------------------------
Email Phone Fax
- --------------------------------------------------------------------------------
Name Title
-------------------------------------------------------------------
Email Phone Fax
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ITN Contacts
- --------------------------------------------------------------------------------
Sales Name Title
-------------------------------------------------------------------
Email Phone Fax
- --------------------------------------------------------------------------------
Account Name Title
Manager
-------------------------------------------------------------------
Email Phone Fax
- --------------------------------------------------------------------------------
Project Name Title
Manager
-------------------------------------------------------------------
Email Phone Fax
- --------------------------------------------------------------------------------
Name Title
-------------------------------------------------------------------
Email Phone Fax
- --------------------------------------------------------------------------------
-91-
<PAGE>
B2 - Site Configuration
Agency Information
Agency Name ____________________________________________________________________
ARC # __________________________________________________________________________
IATA # _________________________________________________________________________
DK # ___________________________________________________________________________
Contact Person _________________________________________________________________
Title __________________________________________________________________________
Address ________________________________________________________________________
City ___________________________________________________________________________
State __________________________________________________________________________
Zip Code _______________________________________________________________________
Country ________________________________________________________________________
Agency Email ___________________________________________________________________
PNR Email Notification _________________________________________________________
Hotel Email Notification _______________________________________________________
Profile Change Email Notification ______________________________________________
Phone Number ___________________________________________________________________
Fax Number _____________________________________________________________________
Toll Free Number _______________________________________________________________
CRS ____________________________________________________________________________
Pseudo Code ____________________________________________________________________
Queue __________________________________________________________________________
-92-
<PAGE>
B2 - Site Configuration
Company Information
Company Name ___________________________________________________________________
Address ________________________________________________________________________
City ___________________________________________________________________________
State __________________________________________________________________________
Zip/Postal Code ________________________________________________________________
Country ________________________________________________________________________
Email __________________________________________________________________________
Phone Number ___________________________________________________________________
Fax Number _____________________________________________________________________
Toll-Free Number _______________________________________________________________
Number of Travelers ____________________________________________________________
Air Volume $ ___________________________________________________________________
Number of Locations ____________________________________________________________
Standard Browser _______________________________________________________________
Standard Platform ______________________________________________________________
-93-
<PAGE>
B3 - PNR Formats - Basic
INSTRUCTIONS: List all entries essential to a complete PNR in the order they
must be created. The following sample formats will be used as the default format
unless otherwise requested. Provide as much detail as necessary about what EXACT
format is used by the agency.
- --------------------------------------------------------------------------------
- ATTACH 5 SAMPLE PNRS AND 5 SAMPLE PROFILES AS SUPPORTING DOCUMENTATION -
- --------------------------------------------------------------------------------
Basic PNR Requirements for All Records
AGENCY PROFILE
AMADEUS: Example: PV
APOLLO: Example: S*
GALILEO: Example: CMMT
SABRE: Example: N*
WSPAN: Example: 6*#C
Format Used: ___________________________________________________________________
NAME FIELD
Include any additional fields entered with the name. (agent initials, project
codes, etc.)
AMADEUS: ITN Default: NM1DOE/JOHN
APOLLO: ITN Default: N:DOE/JOHN
GALILEO: ITN Default: N.DOE/JOHN
SABRE: ITN Default: -DOE/JOHN
WSPAN: ITN Default: -DOE/JOHN
Format Used: ___________________________________________________________________
CUSTOMER/CLIENT ID NUMBER (optional)
AMADEUS: Example: NM1DOE/JOHN(xxxxxxx)
APOLLO: Example: T-SD or DK-xxxxxxxx; or @:5DK-xxxxxxxx
GALILEO: Example: N.DOE/JOHN*(xxxxx)
SABRE: Example: DKxxxxxxxxxx (may be 6, 7 or 10 digits)
WSPAN: Example: 5-CA005923 (may be up to 14 characters if to print on
invoice)
Format Used: ___________________________________________________________________
-94-
<PAGE>
B3 - PNR Formats - Basic
PHONE FIELDS
AMADEUS: ITN Default: AP NYC xxx-xxx-xxxx or OSYYCTC NYC xxx-xxx-xxxx
APOLLO: ITN Default: P:NYCR/xxx xxx-xxxx
GALILEO: ITN Default: P.Bxxx-xxx-xxxx
SABRE: ITN Default: 9xxx-xxx-xxxx-H (home)
or R (residence) or W (work) or B (business) or CC
(Credit card)
WSPAN: ITN Default: 9- Agent Name or 9* xxx-xxx-xxxx etc.
Format Used: ___________________________________________________________________
TICKETING FIELD
AMADEUS: ITN Default: TKTL15MAY
APOLLO: ITN Default: T:TAU/15MAY
GALILEO: ITN Default: T.TAU/15MAY
SABRE: ITN Default: 7TAW/15MAY
WSPAN: ITN Default: 7TAW/00/15MAY
Format Used: ___________________________________________________________________
EMAIL ADDRESS
Captured from booking mask and input in a remark field. Replace "@" with "-" for
CRS command.
AMADEUS: ITN Default:
APOLLO: ITN Default: @:5H/E-Mail JDOE-XYZ.COM
GALILEO: ITN Default: NP.ITNEMAIL-JDOE-XYZ.COM
SABRE: ITN Default: 5H-E-Mail JDOE-XYZ.COM
WSPAN: ITN Default: 5-E-Mail JDOE-XYZ.COM
Format Used: ___________________________________________________________________
DELIVERY ADDRESS
AMADEUS: ITN Default: AB JOHN DOE, STREET ADDRESS, CITY STATE ZIP
APOLLO: ITN Default: D-JOHN DOE@STREET ADDRESS@CITY STATE ZIP
GALILEO: ITN Default: D.JOHN DOE*STREET ADDRESS*CITY STATE ZIP
SABRE: ITN Default: 5/JOHN DOE#5/STREET ADDRESS#5/CITY STATE ZIP
WSPAN: ITN Default: 5-CBJOHN DOE#5-CBSTREET ADDRESS#5-CBCITY STATE ZIP
Format Used: ___________________________________________________________________
-95-
<PAGE>
B3 - PNR Formats - Basic
RECEIVED FIELD
ITN's application captures the user's e-mail address for the received field. If
not given, default to first traveler name. Replace "@" with "-" for CRS command.
AMADEUS: ITN Default: RFJDOE
APOLLO: ITN Default: R: JDOE-XYZ.COM
GALILEO: ITN Default: R.JDOE-XYZ.COM
SABRE: ITN Default: 6JDOE-XYZ.COM
WSPAN: ITN Default: 6JDOE-XYZ.COM
Format Used: ___________________________________________________________________
MISCELLANEOUS PNR EDITS/CUSTOM CHECK RULES
If you have mandatory rules built into your pseudo city or profiles that inhibit
the ending of a PNR, such as mandatory forms of payment and name field or UDID
remarks, list ALL required formats below or attach a hard copy of your agency
profile with this information.
Format: ________________________________________________________________________
Format: ________________________________________________________________________
Format: ________________________________________________________________________
Format: ________________________________________________________________________
Format: ________________________________________________________________________
SPECIAL REQUESTS/NOTES
AMADEUS: ITN Default: RMR/SPCL RQST-User Notes
APOLLO: ITN Default: @:5H/SPCL RQST-User Notes
GALILEO: ITN Default: RI.SPCL RQST-User Notes
SABRE: ITN Default: 5H-/SPCL RQST-User notes
WSPAN: ITN Default: 5- SPCL RQST-User Notes
Format Used: ___________________________________________________________________
-96-
<PAGE>
B3 - PNR Formats - Basic
Additional Air PNR Requirements
PENALTY REMARKS
AMADEUS: ITN Default: Line number of item to change/new information********
APOLLO: ITN Default: @:5H/ AIR CANCEL/CHANGE INFORMATION********
GALILEO: ITN Default: RI.AIR CANCEL/CHANGE INFORMATION********
SABRE: ITN Default: 5.AIR CANCEL/CHANGE INFORMATION********
WSPAN: ITN Default: 5- AIR CANCEL/CHANGE INFORMATION********
Format Used: ___________________________________________________________________
FORM OF PAYMENT
AMADEUS: Example: FPCCVI4444333322221111/0799
APOLLO: Example: F-101655932000003/D996
GALILEO: Example: F.101655932000003/D996
SABRE: Example: 5-*XX1234567890000EXP5/96
WSPAN: Example: 5$CCVI4281000055551235P0299
Format Used: ___________________________________________________________________
CARDHOLDER NAME
AMADEUS: Example: user choice (there is no format)
APOLLO: Example: @:5H/CH- FIRSTNAME LASTNAME...etc.
GALILEO: Example: RI.FIRSTNAME LASTNAME...etc.
SABRE: Example: 51/H-CH-FIRSTNAME LASTNAME...etc.
WSPAN: Example: 5-CH- FIRSTNAME LASTNAME...etc.
Format Used: ___________________________________________________________________
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<PAGE>
B3 - PNR Formats - Basic
OTHER
List any additional formats used by your agency to finalize a reservation/PNR,
such as accounting fields, canned remarks, agent tracking information, etc.
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
-98-
<PAGE>
B3 - PNR Formats - Corporate
Corporate PNR Requirements
CORPORATE PROFILE
AMADEUS: Example: PDN/XYZCORP
APOLLO: Example: MVT/ACME-DOE@#*JOHN
GALILEO: Example: CMT/ACME
SABRE: Example: N*-CA3A-ACME-#NM
WSPAN: Example: G**XYZ#C (all Level2)
Format Used: ___________________________________________________________________
USER PROFILE
AMADEUS: Example: PDN/-DOE
APOLLO: Example: MVBT/CA3//ACME/#*JOHN
GALILEO: Example: CMT/ACME-DOE JOHN
SABRE: Example: N*-ACME-DOE/JOHN#NM
WSPAN: Example: G*-DOE/J*ACME=*JOHN
Format Used: ___________________________________________________________________
PREFERRED FARE CODES
Negotiated fares which are accessible through the CRS.
AMADEUS: Example: Nego Code
APOLLO: Example: Private Fare Code
GALILEO: Example: Apollo PCC + Private Fare Code
SABRE: Example: SNAP Pricing Code
WSPAN: Example: SecuRate Code
Format Used: ___________________________________________________________________
LOST SAVINGS AND EXCEPTION CODES
List the Lost Savings and Exception Codes used at your agency.
________________________________________________________________________________
1.1.1.1.1 Code 1.1.1.1.2 Message Displayed to User
- --------------------------------------------------------------------------------
Example: T I declined the lower fare alternative due to time constraints
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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<PAGE>
B3 - PNR Formats - Corporate
AIR CONTRACTS
Enter up to three air contracts and the associated discount numbers. List them
by order of preference.
Contract 1: __________________________ Discount Number: _______________________
Contract 2: __________________________ Discount Number: _______________________
Contract 3: __________________________ Discount Number: _______________________
- --------------------------------------------------------------------------------
ATTACH COPIES OF ALL AIR CONTRACTS INCLUDING RATES.
- --------------------------------------------------------------------------------
CAR RENTALS
Car functionality authorizes user access to negotiated corporate rates in
addition to the best rates currently being offered. Enter up to three car
vendors you have corporate discounts with and the associated discount numbers.
These numbers will be appended to the car sell when the specific agency is
selected. List them by order of preference.
Car Agency 1: __________________________ CD Number:_________________________
Car Agency 2: __________________________ CD Number:_________________________
Car Agency 3: __________________________ CD Number: ________________________
- --------------------------------------------------------------------------------
ATTACH COPIES OF ALL CAR CONTRACTS INCLUDING RATES.
- --------------------------------------------------------------------------------
ADDITIONAL CAR PNR REQUIREMENTS
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
-100-
<PAGE>
B3 - PNR Formats - Corporate
HOTEL PNR REQUIREMENTS
Note for Apollo/Galileo agencies: Passive hotels must be entered in the
following format: /W-HTL HOTEL NAME
Example:
1.1 ITN/TMR*1234
1. HTL YY PN1 HEL 23MAR-OUT24MAR /W-HTL IC STRAND INTER-CONTIN ENTAL*GALILEO
PROP 19210*PLS BOOK THIS HOTEL/G-AX37000000000 0028EXP1299
HOTEL CODES TO ACCESS DISCOUNT RATES
Hotel functionality offers the user access to special negotiated rates as well
all other standard and promotional. To view these rates, provide the CRS access
codes that must be appended to the basic hotel availability entry:
Rate Code Examples:
THR (CONSORTIUM RATE)
ABC (CORPORATION NEGOTIATED)
AAA (TRIPLE A RATE)
Rate Code: _____________________________________________________________________
Rate Code: _____________________________________________________________________
Rate Code: _____________________________________________________________________
Rate Code: _____________________________________________________________________
Rate Code: _____________________________________________________________________
Rate Code: _____________________________________________________________________
Rate Code: _____________________________________________________________________
Rate Code: _____________________________________________________________________
Rate Code: _____________________________________________________________________
BOOKABLE RATE PLAN EXCLUSIONS
List all applicable rate codes which the user is NOT eligible to book.
Example: AAA ARP SEN SNR SSR SCR TVL MVR SCR CPA, etc...
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
-101-
<PAGE>
B3 - PNR FORMATS - CORPORATE
HOTEL CORPORATE DISCOUNT NUMBERS
List the hotel chain codes and associated Corporate Discount numbers that need
to be appended when the hotel is sold.
Hotel Chain Code: __________________ CD Number: _____________________________
Hotel Chain Code: __________________ CD Number: _____________________________
Hotel Chain Code: __________________ CD Number: _____________________________
Hotel Chain Code: __________________ CD Number: _____________________________
Hotel Chain Code: __________________ CD Number: _____________________________
Hotel Chain Code: __________________ CD Number: _____________________________
Hotel Chain Code: __________________ CD Number: _____________________________
Hotel Chain Code: __________________ CD Number: _____________________________
Hotel Chain Code: __________________ CD Number: _____________________________
Hotel Chain Code: __________________ CD Number: _____________________________
Hotel Chain Code: __________________ CD Number: _____________________________
OTHER
List any additional formats used by your agency to finalize a reservation/PNR,
such as accounting fields, canned remarks, agent tracking information, etc.
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
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<PAGE>
B4 - Site Graphic Specifications
Customize your site with your own corporate logos and colors. The following
examples explain the sections that can be modified.
. Your graphics must be in *.gif format
. Submit them to your project manager by email or on a floppy that is attached
to Package B.
. It is not necessary to send modifications for all the features listed below.
If some of the graphics are not submitted then ITN will use the default
images shown below.
[GRAPH ITN GLOBAL MANAGER APPEARS HERE]
1. The Title Logo is located to the left of the header at the top of almost
every page. The recommended size is 129x31, but may be as large as 129x60.
It should be named title.logo.
* The Title Logo is also used for the header in the seatmap window. If the
Title Logo that you indicate is larger than the recommended size, then a
separate graphic must be submitted for the seatmap window. This file should
be named title.logo and MUST BE EXACTLY 129x31.
2. The Company Logo is the opening graphic that appears at the top of the login
and home pages. The recommended size is 245x110, with a maximum limit of
245x145. It should be named logo.company.
3. The Navigation Bar functions cannot be altered, but the background color can
be changed to match your logo. Submit an image (any size or shape) in the
color of your choice and name it nav_color.
4. The Product Title is justified on the right at the top of the header. You
cannot change the black background color, but you can designate the white
text within. This graphic should be named title.product.id and MUST BE
EXACTLY 280x24.
5. The Create New Itinerary button is also a set feature, but the color can be
changed. Submit an image (any size or shape) in the color of your choice and
name it new.itin_color.
-103-
<PAGE>
B5 - Test Profile
Please send us a blank traveler profile form.
We will complete the profile form as if we were one of your travelers and return
the completed form to your agency.
The agency will need to build a traveler profile in the pseudo city we will be
building PNRs in.
This process will help us complete our testing phase of the implementation. We
will build test reservations to verify the accuracy of the application.
If you have any required PNR elements such as employee number, cost center
number, etc., that do not appear on the profile form, please let us know what
they are and the length of the field. Example: Cost center number 55555-4444.
For Project Management use only
- --------------------------------------------------------------------------------
Test Profile
- --------------------------------------------------------------------------------
[_] Blank Profile form sent to ITN. Date Sent: ____/____/____
[_] Completed Profile form sent to agency. Date Sent: ____/____/____
[_] Profile built in CRS by agency. Completed: ____/____/____
- --------------------------------------------------------------------------------
-104-
<PAGE>
B6 - Travel Policy
- --------------------------------------------------------------------------------
ATTACH A COPY OF YOUR CORPORATE TRAVEL POLICY TO PACKAGE B.
- --------------------------------------------------------------------------------
Most travel policies distinguish travel privileges based on the employee's
organizational position. For example, individuals with greater responsibilities
are usually permitted to travel with fewer restrictions. ITN accomodates this
by giving the administrator the power to create custom travel policies for each
level of the organization. The system also provides the ability to monitor and
police policy compliance.
Your Project Manager will set up the system for you based upon your existing
travel policy. However, since you will eventually have full control over the
travel policy, a preliminary understanding of how the system works is necessary.
The following will give you a rough idea of what to prepare for.
PRIMARY POLICIES
Every traveler has a primary travel policy. There are two types: assigned and
default.
. Custom policies assigned to a person or group with special travel
privileges are termed assigned policies. An example would be a policy for
members of the board.
. Users who have not been assigned a policy are governed by the system
default policy. This policy should be general enough to apply to most
travelers most of the time. Your site is allowed only one default policy.
SECONDARY POLICIES
Secondary policies are attached to primary policies and allow for exceptions
through the use of conditional settings. There are two types:
. User conditionals determine travel groups based on Company, Division, or
Cost Center. These values are defined for all users in the user database.
. Itinerary conditionals provide for special travel exceptions based on
itinerary settings such as geographical area, airline used, or flight time.
For example, a secondary policy could allow first class for international
flights longer than 8 hours.
SYSTEM BEHAVIOR
When an itinerary is created, the system performs the following procedure for
each leg of the itinerary:
1. All secondary policies attached to the primary policy are evaluated to see
which is most applicable to the current leg.
2. The secondary policy with the most matching conditionals becomes the active
policy. If none of the secondary policies match, then the primary policy is
the active policy.
3. The selected policy is used to test the itinerary leg for compliance.
The site administrator can then choose from several system options in dealing
with deviations from policy.
This is only a basic description of how the system works. Full instructions
will be given to the site administrator once it is functional. Attach a copy of
your corporate travel policy so that your project manager can set it up for you.
-105-
<PAGE>
B7 - Leased Line Order Form
You have the option of bypassing the public internet by installing a dedicated
private line between ITN's service center and your corporate network. Benefits
of a leased line include:
1. Higher performance with quicker response times.
2. An increased level of security that comes with a line into your company's
firewall.
The drop for the line is to:
Internet Travel Network Digital Internet Exchange
529 Bryant
Palo Alto CA 94301
800-209-9898
The contact at ITN is:
Jeanne White
Manager of Information Systems
650-614-6300
Date of Installation ___________________________________________________________
Line Speed _____________________________________________________________________
Contact Person _________________________________________________________________
Phone Number ___________________________________________________________________
-106-
<PAGE>
B8A - User Database and Preferred Properties Database
Your project manager will provide you with two database templates for you to
complete: User and Preferred Properties. The templates are provided in MS Excel
for viewing. You may submit your completed database files in Excel or as a
comma delimited text file. Consult your Project Manager if this poses a
problem.
Both Excel files consist of two sheets: Template and Key.
. The Template sheet is what you will complete. The column headers and
several sample entries are already in place. There are several important
issues to keep in mind when filling in the fields:
1. Data must be entered in the exact format demonstrated in the examples.
2. Please do not change the column headers or add your own.
3. If there is no data available for a field, or if it is optional, leave
it blank.
. The Key sheet provides explanations and information for all the fields in
Template. When using it as a reference guide, keep in mind the following:
1. Enter only the acceptable data type for each field (text, number, or
alphanumeric).
2. Do not exceed the length limit set for each field.
3. Some fields will accept only a defined set of entries.
The Key provides an explanation of the specific types of data that are
permissible. Failure to comply with the formats provided will delay the
implementation of your site.
Both databases may be sent by attaching a disk to Package B or as an attachment
emailed directly to your project manager.
-107-
<PAGE>
B8B - Profile Synchronization
Both CRS and ITN on-line profiles expedite the creation of PNR's by storing
frequently used customer preferences and basic information required to complete
a reservation. Differences between the two systems, however, can be
significant. The solution to maintaining parallel profiles is to create and
maintain ITN's version of the traveler's profile in the CRS.
ITN updates agency profiles based on changes made online. This is done by
matching all applicable ITN profile fields with the agency equivalents. The
agency must have a standardized profile format for this to work.
Attached to the user database template is a worksheet titled "Profile Synch".
It lists all ITN profile items. Fill out this form if your company wishes to
make use of the profile synchronization feature.
Fill out the following information for each item:
1. Line Number
Enter the line number of the profile item as it appears in the agency PNR.
If more than one line can be used, use a comma to separate line numbers,
and a dash to designate a range.
2. Field Type
There are only three options you can enter: Always, Optional, or Never.
3. Example
Provide an example as it appears in the agency PNR.
NOTES:
. If an agency PNR line encompasses more than one ITN item, provide only one
example for the first item, and enter the same line number for the
remaining items .
. Unlike the User Database, this worksheet is flexible. If there are agency
profile items that are not covered by ITN profile items, insert additional
rows as necessary.
. All the fields are optional. You do not have to fill in the entire form.
-108-
<PAGE>
B9 - Air and Car Contracts
Additional Air Contracts
Global Manager sites are allowed an unlimited number of air contracts. Enter
any additional air contracts and the associated discount numbers.
- --------------------------------------------------------------------------------
ATTACH COPIES OF ALL AIR CONTRACTS INCLUDING RATES.
- --------------------------------------------------------------------------------
Carrier:_________________ Discount Number:__________________________________
Carrier:_________________ Discount Number:__________________________________
Carrier:_________________ Discount Number:__________________________________
Carrier:_________________ Discount Number:__________________________________
Carrier:_________________ Discount Number:__________________________________
Carrier:_________________ Discount Number:__________________________________
Carrier:_________________ Discount Number:__________________________________
Carrier:_________________ Discount Number:__________________________________
Additional Car Contracts
Global Manager sites are allowed an unlimited number of car contracts. Enter
any additional car contracts and the associated discount numbers.
- --------------------------------------------------------------------------------
ATTACH COPIES OF ALL AIR CONTRACTS INCLUDING RATES.
- --------------------------------------------------------------------------------
Car Agency:_______________ CD Number:_______________________________________
Car Agency:_______________ CD Number:_______________________________________
Car Agency:_______________ CD Number:_______________________________________
Car Agency:_______________ CD Number:_______________________________________
Car Agency:_______________ CD Number:_______________________________________
Car Agency:_______________ CD Number:_______________________________________
Car Agency:_______________ CD Number:_______________________________________
Car Agency:_______________ CD Number:_______________________________________
Car Agency:_______________ CD Number:_______________________________________
-109-
<PAGE>
EXHIBIT R2
GT Standard Development Requirements
Apollo.d
-110-
<PAGE>
CRS Emulation Procedures
APOLLO
In order to enable booking on your site, ITN must be able to access Apollo on
your behalf. ITN does this by obtaining authorization from Apollo to emulate
the pseudo city code of your agency. Fill out the attached contract and send
the signed original to the address listed below. Faxes are not acceptable.
(Your Project Manager)
Internet Travel Network
445 SHERMAN AVENUE
Palo Alto, CA 94306
Your Project Manager will notify you when Apollo emulation has been enabled.
-111-
<PAGE>
<TABLE>
<CAPTION>
FROM: TO:
<S> <C>
_______________________________________ Apollo Travel Services Partnership
Name of Participating Subscriber Apollo Customer Support Center
54 Perimeter Center East
_______________________________________ Atlanta, GA 30346
Pseudo City Code Attention: ATLWY - AAT Desk
_______________________________________
Mailing Address
_______________________________________
City, State, Zip AND TO VENDOR:
_______________________________________ Internet Travel Network / Pseudo SR7
Name of ITN Corporate Client 445 Sherman Ave
Palo Alto, CA 94306
Planned Activation Date:_______________
</TABLE>
1. The undersigned participating subscriber ("Participating Subscriber")
acknowledges and agrees that: (i) Apollo has made Apollo Services available
to the above-named vendor ("Vendor") for the purpose of providing various
reservation services ("Reservation Services") to participating travel
agencies and corporate entities; and (ii) Participating Subscriber desires
to utilize Vendor's Reservation Services in connection with its rendering
of services to the above-named corporate client ("Client"). Therefore,
Participating Subscriber hereby authorizes Apollo to programmatically
permit Vendor to access Apollo passenger name records, PRO-files, and other
similar information contained in the above-referenced Client pseudo city
code.
2. Participating Subscriber agrees to release and indemnify, defend and hold
Apollo, its owners, officers, directors, employees and agents, harmless
from all damages and claims for damages, suits, recoveries, judgments or
executions (including litigation costs, expenses and reasonable attorneys'
fees) which may be made, had, brought or recovered by any third person by
reason of or on account of Participating Subscriber's performance,
nonperformance or improper performance of, or action or inaction in
connection with, Participating Subscriber's use of the Reservation
Services, or arising out of or in connection with any claim that
Participating Subscriber's actions with respect to the Reservation Services
infringe any patent, copyright, trademark or any other proprietary right of
any person or entity.
Participating Subscriber hereby waives and releases any and all obligations
and liabilities of Apollo, and any and all rights, claims and remedies of
Vendor against Apollo, express or implied, arising by law or otherwise and
solely resulting from any Apollo Services delays, errors, malfunctions or
interruptions of service experienced by Vendor, whether or not beyond the
control of Apollo or caused in whole or in part by the negligence of
Apollo, including any liability, obligation, right, claim or remedy in
tort, and including any liability, obligation, right, claim or remedy for
loss of revenue or profit or any other indirect, incidental or
consequential damages.
3. Participating Subscriber has designated above, and on an additional page
attached if necessary, the name, address and pseudo city code of each
location of Participating Subscriber which is covered under Participating
Subscriber's agreement for Apollo Services ("Apollo Agreement") and for
which Reservation Services are to be provided. If, after the execution of
this Request, Participating Subscriber elects to add branch locations which
are covered under its Apollo Agreement, Participating Subscriber shall
provide Apollo and Vendor with additional Requests for Reservation
Services, after which Apollo shall have ten (10) days within which to make
Apollo Services, on behalf of such newly designated location, available to
Vendor.
4. Apollo, Vendor, or Participating Subscriber may terminate the Reservation
Services at any location included in this Request with thirty (30) days'
prior written notice to the other affected entities. Notwithstanding the
foregoing, if
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<PAGE>
Participating Subscriber's Apollo Agreement or if Vendor's Reservation Services
Agreement is terminated for any reason, the Reservation Services shall terminate
concurrently therewith.
PARTICIPATING SUBSCRIBER
____________________________________
Signature
____________________________________
Printed Name
____________________________________
Date
-113-
<PAGE>
EXHIBIT R3
GT Standard Development Requirements
Worldspan
-114-
<PAGE>
CRS bridging Procedures
WORLDSPAN
In order to enable booking on your site, ITN must be able to access Worldspan on
your behalf. ITN does this by emulating the pseudo city code of your travel
agency. The following instructions will enable emulation to ITN.
Agency Enters:
1. KYAZ8S (Z8S is ITN's Worldspan SID).
2. Place a Y in the KYA Table for the following options:
. Access PNRs
. Access Profiles
. Emulation (Fees from Worldspan may apply, contact your account manager
for details.)
. Allow QEP/QEM
For additional information refer to the Worldspan help system by typing in "HELP
KYA" or "INFO KYA".
-115-
<PAGE>
EXHIBIT R4
GT Standard Development Requirements
Sabre.d
-116-
<PAGE>
sabre triple a Procedures
A Sabre line must be installed at ITN in order to enable your site. Installing
a Sabre line usually takes six to eight (6-8) weeks, so it is imperative that
the process begin immediately. This page outlines all necessary actions and who
is responsible for each.
Corporate Travel Office/Travel Agency:
- --------------------------------------------------------------------------------
. Contact Sabre and request that a sabre circuit with a LEVEL 1 Address be
installed at ITN (NOT a level 6). It should be a 4-wire dedicated (non dial-
up) 9600 baud X.25 line (standard Sabre fare) with a DSU attached.
. Calculate the number of TAs (logical ports) that need to be installed at ITN.
Use the total size of the travel population to estimate the maximum number of
possible bookings per day. ITN recommends a minimum of one TA per 4 bookings
per day. Increasing this ratio will improve performance up to a ceiling of 1
TA per 1.5 bookings/day.
. Complete the SABRE LINE INFORMATION (attached) and email copies to ITN:
1) [email protected] (Operations)
2) [email protected] (Project Management)
- --------------------------------------------------------------------------------
Sabre:
- --------------------------------------------------------------------------------
. Sabre is responsible for installation from this point on.
. Sabre must contact ITN Operations in advance to schedule installation.
No one is admitted into the ITN Data Center without an appointment and an
expressly stated business purpose.
- --------------------------------------------------------------------------------
The contact at ITN is: The drop for the line is to:
Operations 453 Sherman Avenue
(650) 614-6300 Palo Alto, California 94306
- --------------------------------------------------------------------------------
1. Sabre arranges for PacBell to install the line (a "local loop") and assign a
ticket number to ITN.
2. Sabre arranges for AT&T to test the line.
3. Sabre installs a DSU and tests for fuctionality.
* Sabre does not need to supply a gateway machine, as ITN uses their own.
- --------------------------------------------------------------------------------
ITN Operations and Engineering:
- --------------------------------------------------------------------------------
. Use the received SABRE LINE INFORMATION to configure the connection.
- --------------------------------------------------------------------------------
Project Management:
- --------------------------------------------------------------------------------
. Arrange a conference call with the travel agency to complete emulation.
- --------------------------------------------------------------------------------
Enable emulation using the following procedures:
- --------------------------------------------------------------------------------
Step # ITN Enters: Agency Enters:
- --------------------------------------------------------------------------------
1 W/TAA ITN pseudo *B new pseudo W/TAA new pseudo *B ITN pseudo
(example: W/TAAXXYZBYYXX) (example: W/TAAYYXXBXXYZ)
- --------------------------------------------------------------------------------
2 W/TAA ITN pseudo *C new pseudo W/TAA new pseudo *C ITN pseudo
(example: W/TAAXXYZCYYXX) (example: W/TAAYYXXCXXYZ)
- --------------------------------------------------------------------------------
* less than
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<PAGE>
Sabre Line Information
INSTRUCTIONS
. The following information is required to configure your site. Any missing
or incorrect information will result in delays.
. Make sure that your agency has updated their database (example: UAT table)
with the new Sabre line information.
. Complete this information as soon as possible and email copies to ITN:
1) [email protected] (ITN Operations)
2) [email protected] (Project Management)
REQUIRED INFORMATION
- --------------------------------------------------------------------------------
1. Company Name:..............................................................
2. Travel Agency:.............................................................
3. CRS Provider:..............................................................
4. Line Type:.................................................................
5. Line Speed:................................................................
6. IA Line Number:............................................................
7. TA Numbers:................................................................
8. Circuit Number:............................................................
9. Pseudo City:...............................................................
10. X.25/ALC Phone Number (DTE Address):.......................................
11. X.121 Address (DNA#):......................................................
12. Installation Ticket:.......................................................
13. CRS Technical Contact:.....................................................
14. Phone Number:..............................................................
- --------------------------------------------------------------------------------
NOTE: If your X.25 phone number has a 5 digit prefix, include it in your entry.
Sabre Hardware Desk: (800) 555-4533 (dial 8)
SAMPLE EMAIL
- --------------------------------------------------------------------------------
1. Company Name: XYZ Corporation
2. Travel Agency: ABC Travel
3. CRS Provider: SABRE
4. Line Type: 56K Analog Line
5. Line Speed: 56KB
6. IA Line Number: 89AB
7. TA Numbers: 02, 04, 06, 08, 0A, 0C, 0E, 10, 12, 14, 16, 18
8. Circuit Number: AREC 90165 ATI
9. Pseudo City: JK48
10. X.25/ALC Phone # 103156 918 532 1234
11. X.121 Address (DNA#) : 408 26654
12. Installation Ticket:
13. CRS Technical Contact: John Doe
14. Phone Number: 972 555 2345
- --------------------------------------------------------------------------------
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<PAGE>
EXHIBIT R5
GT Standard Development Requirements
Amadeus.d
-119-
<PAGE>
CRS Emulation Procedures
AMADEUS
In order to enable booking on your site, ITN must be able to access Amadeus on
your behalf. ITN does this by emulating the pseudo city code of your travel
agency.
Your project manager will set up a conference call with your agency. The
following instructions will enable emulation to ITN.
- --------------------------------------------------------------------------------
Step # Agency Enters: ITN Enters:
- --------------------------------------------------------------------------------
1 JTON - turn on security JTON - turn on security
- --------------------------------------------------------------------------------
2 JT* - display security table JT* - display security table
- --------------------------------------------------------------------------------
3 JTA/00755790/PNR/QUE-RW JTA/agency ARC/PNR/QUE-RW
- --------------------------------------------------------------------------------
4 JTA*y JTA*y
- --------------------------------------------------------------------------------
5 JTOFF JTOFF
- --------------------------------------------------------------------------------
To Queue Records:
QEP/ARC number/7*D2 (queue and designation)
AMADEUS Technical Support:
1-800-327-3618
-120-
<PAGE>
EXHIBIT R6
GT Standard Development Requirements
Galileo.c
-121-
<PAGE>
CRS Emulation Procedures
GALILEO
In order to enable booking on your site, ITN must be able to access Galileo on
your behalf. ITN does this by obtaining authorization from Galileo to emulate
the pseudo city code of your travel agency. Fill out the attached contract and
send the signed original to the address listed below. Faxes are not acceptable.
(Your Project Manager)
Internet Travel Network
445 SHERMAN AVENUE
Palo Alto, CA 94306
Your Project Manager will notify you when Galileo emulation has been enabled.
-122-
<PAGE>
<TABLE>
<CAPTION>
FROM: TO:
<S> <C>
Galileo Centre Europe
____________________________________________________ Windmill Hill
Name of Participating Subscriber/Pseudo City Code Swindon
Wiltshire SN5 6PH
____________________________________________________ United Kingdom
Address 1 ATTN: Paul Mullery
Fax: 011-44-1793-888-063
____________________________________________________ Email:
Address 2
AND TO VENDOR:
____________________________________________________ Internet Travel Network / Pseudo 76EJ
Postal Code/Country 445 Sherman Ave
Palo Alto, CA 94306
____________________________________________________
Name of ITN Corporate Client
Planned Activation Date:____________________________
</TABLE>
1. The undersigned participating subscriber ("Participating Subscriber")
acknowledges and agrees that: (i) Galileo has made Galileo Services
available to the above-named vendor ("Vendor") for the purpose of providing
various reservation services ("Reservation Services") to participating
travel agencies and corporate entities; and (ii) Participating Subscriber
desires to utilize Vendor's Reservation Services in connection with its
rendering of services to the above-named corporate client ("Client").
Therefore, Participating Subscriber hereby authorizes Galileo to
programmatically permit Vendor to access any passenger name records, PRO-
files, travel policy information, negotiated airfares, car rental rates,
preferred hotel properties and rates and other similar information
contained in the above-referenced Client pseudo city code.
2. Participating Subscriber agrees to release and indemnify, defend and hold
Galileo, its owners, officers, directors, employees and agents, harmless
from all damages and claims for damages, suits, recoveries, judgments or
executions (including litigation costs, expenses and reasonable attorneys'
fees) which may be made, had, brought or recovered by any third person by
reason of or on account of Participating Subscriber's performance,
nonperformance or improper performance of, or action or inaction in
connection with, Participating Subscriber's use of the Reservation
Services.
Participating Subscriber hereby waives and releases any and all obligations
and liabilities of Galileo, and any and all rights, claims and remedies
against Galileo, express or implied, arising by law or otherwise and solely
resulting from any Galileo Services delays, errors, malfunctions or
interruptions of service experienced by Vendor, whether or not beyond the
control of Galileo or caused in whole or in part by the negligence of
Galileo, including any liability, obligation, right, claim or remedy in
tort, and including any liability, obligation, right, claim or remedy for
loss of revenue or profit or any other indirect, incidental or
consequential damages.
3. Participating Subscriber has designated above, and on an additional page
attached if necessary, the name, address and pseudo city code of each
location of Participating Subscriber which is covered under Participating
Subscriber's agreement for Galileo Services ("Galileo Agreement") and for
which Reservation Services are to be provided. If, after the execution of
this Request, Participating Subscriber elects to add branch locations which
are covered under its Galileo Agreement, Participating Subscriber shall
provide Galileo and Vendor with additional Requests for Reservation
Services, after which Galileo shall have ten (10) days within which to make
Galileo Services, on behalf of such newly designated location, available to
Vendor.
-123-
<PAGE>
4. Galileo, Vendor, or Participating Subscriber may terminate the Reservation
Services at any location included in this Request with thirty (30) days'
prior written notice to the other affected entities. Notwithstanding the
foregoing, if Participating Subscriber's Galileo Agreement or if Vendor's
Reservation Services Agreement is terminated for any reason, the
Reservation Services shall terminate concurrently therewith.
PARTICIPATING SUBSCRIBER
___________________________________
Signature
___________________________________
Printed Name
___________________________________
Date
-124-
<PAGE>
EXHIBIT R7
GT Standard Development Requirements
User_db_template
-125-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
company text 64 Company Name Internet Travel Network
division alphanumeric 32 Typically used to identify company group where travel is Sales
charged.
cost_ctr alphanumeric 16 Typically used to identify cost center where travel is West Coast Region
charged. It may be a number or a name, depending on company
protocol.
position text 64 user's title or position in the company VP sales
seat text 8 Enter the user preference: window or aisle. If the user window
does not use the seatmapping feature to select a seat, the
system will automatically attempt to reserve a seat based
on this preference.
depart text 3 home airport- use the 3 letter code SFO
skill text 8 This is a defined set: expert or novice user? Expert expert
users get a list of available seats (in code) when
available flights are displayed.
co_num alphanumeric 32 Company number sale12343
dept_num alphanumeric 32 department number 800 Optional
emp_no alphanumeric 16 Enter the employee number if your company requires them. JSM112
mail_stop alphanumeric 64 Mail Stop: building, suite, department, etc. Suite C
pickup_loc alphanumeric 64 where the tickets are to be delivered Front desk
ta_auth_name text 64 If your corporate travel policy requires the approval of a Joe Travelboss
travel authorizer to book itineraries, enter the name(s),
employee number (if applicable) and email of the users'
travel authorizer. Otherwise leave them blank.
ta_auth_emp_no alphanumeric 32 employee # of the traveler's authorizer JTB1234
ta_auth_email alphanumeric 64 If a travel authorizer is entered, you must enter their [email protected]
email.
cc_type_air text 2 Optional air credit card: if filled in, this card is for MC
air purchases
cc_num_air number 16 air credit card number 0989123498700123
cc_exp_air alphanumeric 5 air credit card expiration date mm/yy
cc_name_pers text 64 name on credit card for personal use- this is optional John Q. Adams
<CAPTION>
<S> <C>
company Level 1 category in the Corp
dimension of the Global
Observer. Consult your ITN
Sales Executive for further
information.
division Level 2 category in the Corp
dimension of the Global
Observer
cost_ctr Level 3 category in the Corp
dimension
position Level 4 category
seat This is a defined set: window
or aisle. You can enter only
one of these two choices.
depart Optional
skill Optional- If filled in, there
are only two options
co_num Optional
dept_num Optional
emp_no Optional
mail_stop Optional
pickup_loc Optional
ta_auth_name Optional
ta_auth_emp_no Optional
ta_auth_email
cc_type_air Optional
cc_num_air Optional
cc_exp_air Optional
cc_name_pers Optional
-126-
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
cc_type_pers text 2 Optional personal cc: If this is filled in, this card is for VI
personal itineraries that are not company related.
cc_num_pers number 16 personal credit card number 3232000143436565
cc_exp_pers alphanumeric 5 personal credit card expiration date mm/yy
meal text 16 The defined set is: standard, vegetarian, asian vegetarian, vegetarian
seafood, kosher, muslim, oriental (asian), hindu, low fat,
low cholesterol, low protein, low sodium, gluten free, high
fiber, diabetic, non-lactose, low purin, raw vegetarian,
child, bland
ssr text 25 Special Service Request: currently, there is only one wheelchair request
possible entry-wheelchair request. If the user does not
require a wheelchair, leave this field empty.
air_avail number 2 maximum default # of flights per leg that is shown on the 10
air availability page. The defined set is: 5,10,15.
air_inst text 64 special instructions for airlines American Platinum
Member
ff_carr.1 alphanumeric 2 frequent flyer airline-enter the name of the airline AA
ffnum.1 alphanumeric 25 frequent flyer number 2255373470
ff_carr.2 alphanumeric 2 frequent flyer airline-enter the name of the airline AA
ffnum.2 alphanumeric 25 frequent flyer number 2255373471
ff_carr.3 alphanumeric 2 frequent flyer airline-enter the name of the airline AA
ffnum.3 alphanumeric 25 frequent flyer number 2255373472
ff_carr.4 alphanumeric 2 frequent flyer airline-enter the name of the airline AA
ffnum.4 alphanumeric 25 frequent flyer number 2255373473
ff_carr.5 alphanumeric 2 frequent flyer airline-enter the name of the airline AA
ffnum.5 alphanumeric 25 frequent flyer number 2255373474
ff_carr.6 alphanumeric 2 frequent flyer airline-enter the name of the airline AA
ffnum.6 alphanumeric 25 frequent flyer number 2255373475
car_size text 2 Enter the type of car that the user prefers. This is a EC
defined set. Options include: mini, economy, compact,
intermediate, standard, full size, premium, luxury,
minivan, full van
car_category alphanumeric 2 this is a defined set. (2-door, 4-door, 2 or 4 door) 2-door
<CAPTION>
<S> <C>
cc_type_pers Optional
cc_num_pers Optional
cc_exp_pers Optional
meal Optional-Enter the user's
personal meal preference.
Use only the defined set.
Note that some carriers may
not offer all the examples
listed.
ssr Optional
air_avail Optional-Leaving this blank
will default to 5
air_inst Optional
ff_carr.1 Optional-If filled in, enter
the 2 letter code
ffnum.1
ff_carr.2 Optional-If filled in, enter
the 2 letter code
ffnum.2
ff_carr.3 Optional-If filled in, enter
the 2 letter code
ffnum.3
ff_carr.4 Optional-If filled in, enter
the 2 letter code
ffnum.4
ff_carr.5 Optional-If filled in, enter
the 2 letter code
ffnum.5
ff_carr.6 Optional-If filled in, enter
the 2 letter code
ffnum.6
car_size Optional
car_category Optional
</TABLE>
-127-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
car_tranny text 16 There are only two choices: automatic or manual. This is Manual
optional- leaving it blank will default to automatic.
car_avail number 2 displays up to (10, 20, 30, 40) choices on the car 10
availability screen. The default is 10
car_inst text 64 special instructions for car rentals smoking and A/C
car_mem_co.1 alphanumeric 2 car vendor membership- Enter the name of the vendor. ZE
car_mem_id.1 alphanumeric 25 car membership number EF935C
car_mem_co.2 alphanumeric 2 car vendor membership- Enter the name of the vendor. ZE
car_mem_id.2 alphanumeric 25 car membership number EF935C
car_mem_co.3 alphanumeric 2 car vendor membership- Enter the name of the vendor. ZE
car_mem_id.3 alphanumeric 25 car membership number EF935C
car_mem_co.4 alphanumeric 2 car vendor membership- Enter the name of the vendor. ZE
car_mem_id.4 alphanumeric 25 car membership number EF935C
hot_avail num 2 The maximum default number of hotels to display on the 12
hotel availability screen. The defined set is:
3,6,9,12,15,18,21,24,27,30
hot_inst text 256 special instructions for hotel smoking room
hot_mem_co.1 text 2 hotel membership- Enter the name of the hotel chain HY
hot_mem_id.1 alphanumeric 25 hotel membership number 23432
hot_mem_co.2 text 2 hotel membership- must enter the two letter code HY
hot_mem_id.2 alphanumeric 25 hotel membership number 23433
hot_mem_co.3 text 2 hotel membership- must enter the two letter code HY
hot_mem_id.3 alphanumeric 25 hotel membership number 23434
hot_mem_co.4 text 2 hotel membership- must enter the two letter code HY
hot_mem_id.4 alphanumeric 25 hotel membership number 23435
ta_policy alphanumeric 64 name of the assigned travel policy Upper Management policy
mgr_email.1 alphanumeric 64 email address to which copy of itinerary is sent [email protected]
mgr_email.2 alphanumeric 64 email address to which copy of itinerary is sent [email protected]
mgr_email.3 alphanumeric 64 email address to which copy of itinerary is sent [email protected]
<CAPTION>
<S> <C>
car_tranny Optional
car_avail Optional- if filled in, it
should be the same for all
users.
car_inst Optional
car_mem_co.1 Optional- If filled in, enter
the 2 letter code
car_mem_id.1
car_mem_co.2 Optional- If filled in, enter
the 2 letter code
car_mem_id.2
car_mem_co.3 Optional- If filled in, enter
the 2 letter code
car_mem_id.3
car_mem_co.4 Optional- If filled in, enter
the 2 letter code
car_mem_id.4
hot_avail Optional
hot_inst Optional
hot_mem_co.1 Optional- If filled in, enter
the 2 letter code
hot_mem_id.1
hot_mem_co.2 Optional- If filled in, enter
the 2 letter code
hot_mem_id.2
hot_mem_co.3 Optional- If filled in, enter
the 2 letter code
hot_mem_id.3
hot_mem_co.4 Optional- If filled in, enter
the 2 letter code
hot_mem_id.4
ta_policy Optional- enter only if the
user has an assigned policy.
mgr_email.1 Optional
mgr_email.2 Optional
mgr_email.3 Optional
</TABLE>
-128-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
pass_country text 32 country where passport was issued USA
pass_no alphanumeric 32 passport number 120003004456
pass_exp alphanumeric 8 passport expiration date mm/dd/yy
visa_co.0 text 32 country for which a visa was issued Japan
visa_no.0 alphanumeric 32 visa number 12349876
visa_exp.0 num 8 visa expiration date mm/dd/yy
visa_co.1 text 32 country for which a visa was issued Germany
visa_no.1 alphanumeric 32 visa number 12349877
visa_exp.1 num 8 visa expiration date mm/dd/yy
visa_co.2 text 32 country for which a visa was issued France
visa_no.2 alphanumeric 32 visa number 12349878
visa_exp.2 num 8 visa expiration date mm/dd/yy
pwd_chg_date alphanumeric 16 Password expiration date- Entering a date here will 0
require users to re-enter a password after the set time
period.
If you don't want to enter passwords for every single user,
enter a generic password for all users, and a zero in
pwd_chg_date. This will expire the preset password
immediately, meaning that each user must define their own
passwords upon first use.
<CAPTION>
<S> <C>
pass_country Optional
pass_no Optional
pass_exp Optional
visa_co.0 Optional
visa_no.0 Optional
visa_exp.0 Optional
visa_co.1 Optional
visa_no.1 Optional
visa_exp.1 Optional
visa_co.2 Optional
visa_no.2 Optional
visa_exp.2 Optional
pwd_chg_date Optional- If filled in, enter
the same value for all users,
using the mm/dd/yy format.
</TABLE>
-129-
<PAGE>
EXHIBIT R8
GT Standard Development Requirements
Preferred_properties_temp
-130-
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
DB Required? Data length DEFINITION EXAMPLE NOTES
Headers Type limit
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
name Required text 64 Name of property Marriott Enter the full name
Albuquerque
- ------------------------------------------------------------------------------------------------------------------------------------
chain Required text 2 Chain affiliation of property MC TWO letter code only
- TWO letter code only
- ------------------------------------------------------------------------------------------------------------------------------------
crs_code Required number 16 CRS property number - should 1082 This is an INDEXED FIELD.
consist of DIGITS only
- ------------------------------------------------------------------------------------------------------------------------------------
apt_code Required text 3 Three letter code of the ABQ Three letter code only- it must be
related airport recognized by the CRS. This is an
INDEXED FIELD.
- ------------------------------------------------------------------------------------------------------------------------------------
apt_dist Required number 3 Distance from the airport 8 Enter the numeric value ONLY. Units of
miles or kilometers are covered in
apt_units.
- ------------------------------------------------------------------------------------------------------------------------------------
apt_units Required text 2 Mi for miles, Km for MI This is a defined set: km or mi
kilometers
- ------------------------------------------------------------------------------------------------------------------------------------
apt_dir Required text 2 Direction from airport to NE Single and double character entries are
hotel: "The SF Hilton is allowed.
located 12 miles northwest of
SFO." Use the defined set:
N, S, W, E,NW, NE, SW, SE.
- ------------------------------------------------------------------------------------------------------------------------------------
location Required text 1 What type of neighborhood is S This is an INDEXED FIELD.
the hotel in? Use the
defined set: A- airport;
C- city; S- suburb.
- ------------------------------------------------------------------------------------------------------------------------------------
facility Highly text 64 Company facility name closest Albuquerque This is an INDEXED FIELD. When searching
Suggested to hotel property Campus for a hotel, the system will provide the
option to search by facility. (if there
is a facility listed)
- ------------------------------------------------------------------------------------------------------------------------------------
rate 1 Required number 16 Numeric value for seasonal 116 Do not add currency- numbers only.
rate
- ------------------------------------------------------------------------------------------------------------------------------------
start_date 1 Required alpha 8 Start date of the seasonal 36161 Must be in mm/dd/yy format. m/d/yy is
numeric rate: mm/dd/yy also acceptable.
- ------------------------------------------------------------------------------------------------------------------------------------
end_date 1 Required alpha 8 End date of the seasonal 36191 Must be in mm/dd/yy format. m/d/yy is
numeric rate: mm/dd/yy also acceptable.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-131-
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
rate2-6 see notes --> number 16 Seasonal rate The Template sheet provides for 2 seasonal rates, but you
are allowed up to four. Insert additional columns as
necessary. Remember to include the ratex, start_datex, and
-
end_datex for each entry. If you need more than six, consult
-
your project manager.
- ----------------------------------------------------------------------
start_date see notes --> alpha 8 Start date
2-6 numeric
- ----------------------------------------------------------------------
end_date see notes --> alpha 8 End date
2-6 numeric
- ------------------------------------------------------------------------------------------------------------------------------------
currency Required text 3 Three letter code of currency USD Three letter code only
- ------------------------------------------------------------------------------------------------------------------------------------
cancel Required alpha 32 Advance notice required 6pm Some hotels have a cutoff time
numeric before a penalty is assessed (such as 6pm) instead of a set
for cancellation period.
- ------------------------------------------------------------------------------------------------------------------------------------
neg_service Optional text 512 Negotiated Services- Enter express check-in, Entering data in this field will
any additional services or express check-out, replace the default CRS
amenities that have been business center, description. If this field is used,
negotiated. credit card access, it is advised to also fill in the
newspaper, morning description field that follows.
coffee/tea, health
facility, parking,
modem, dataport,
guest voice mail, two
line phone
- ------------------------------------------------------------------------------------------------------------------------------------
description Optional text 512 Enter additional information Adjacent to Park Entering data in this field will
not mentioned in the CRS Square Winrock and Teplace the default description.
description. Coronado malls in the ihis field should be filled out
uptown business if: 1) the property is not listed
district. Sandia an the CRS database, or 2) if there
National Labs wre specific descriptions that
Kirtland AFB State could be relevant to your travelers.
Fairgounds theaters
and restaurant district.
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
*NOTE: On the hotel inquiry page, the user is given the option to search for hotels based upon various index groups.
- ------------------------------------------------------------------------------------------------------------------------------------
Indexing criteria are: (apt_code), (location), (facility), and (crs_code).
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-132-
<PAGE>
EXHIBIT S
Obligations of the Parties in Implementation
-133-
<PAGE>
Site Implementation Process
* AmEx implementation resources will be responsible for
1. Providing the GetThere.com implementation manager with the site build
work order & all customer content according to pre-established
specifications
2. Processing any necessary permissions to create CRS emulation or bridged
access to the AmEx CRS pseudo city where PNRs will be created
3. Handling all direct interface with the customer (content collection,
status meetings, etc.)
4. Conducting customer orientation/training (end user, system administrator,
agency) as needed
5. Modifying the standard configuration settings (defined in the site style)
to accommodate customer needs when necessary
6. Assisting the customer to configure system features & perform "adminable"
template changes as applicable
7. Coordinating customer leased line installations in conjunction with
GetThere.com Operations team
8. Performing final site configuration testing & obtaining customer sign-off
* GetThere.com implementation resources will be responsible for
1. Training the AmEx implementation team on the GetThere.com features &
configuration process
2. Developing standard implementation documents, work order requests,
project plans
3. Creating new sites in the pre-defined site style according to the site
build work order
4. Placing the custom graphics, loading hotel & user databases
5. Connecting to the AmEx host PCC
6. Creating preliminary test bookings; releasing site to AmEx team for
configuration & testing
7. Performing final configuration modifications
8. Assisting the AmEx team with the development of a statement of work and
customization work order requests where applicable
Proposed Development:
* In order to assist the implementation process, GetThere.com engineering
resources will develop
1. Interface to "Speedy" fare search engine to incorporate negotiated fares
into pricing process
2. Several AmEx site styles to incorporate common standards such as:
"Adminable" customization of text & labels on most pages
Separate, unique default travel policies
Standard AmEx reason codes for policy exception
Common set of PNR Formats per CRS
Common set of profile standards per CRS (for profile synchronization)
Standard air and car configuration settings
Standard set of announcements
Standard ticket delivery options
Other common standards
3. Automated feed process to extract & convert data to GetThere.com spec for
loading customer negotiated hotel rates using daily update feed process from
AmEx's negotiated hotel rates database
-134-
<PAGE>
Out-of-scope Requests:
For customers with unique requirements that fall outside the scope of the pre-
determined site styles developed, GetThere.com will work with the AmEx
implementation leader to create a statement of work that will define the
specific nature of the customer requirements. (An example of an out-of-scope
request would be a customer requirement for "Single Sign-On"; a customer
request that their user data be reformatted into acceptable GetThere.com format,
etc.) The statement of work will be used to determine the level of effort
required to meet the customer's needs and to generate a pricing proposal and
preliminary timeline for completion of the out-of-scope request.
Customization Requests:
"Customization" will be defined as:
1. New Feature: Request or enhancement that requires engineering
development & code release
2. Special UI Modifications: Text changes, design changes, special
javascript pop-up windows, etc. cannot always be accommodated by
DisplayMaster. These changes must be performed by GetThere.com web
designers & will be considered "customization" requests.
3. Consulting Services: Extensive configuration changes that require
greater than 120% of the standard time frame allocated for the
completion of the task will be assigned to a GetThere.com Program
Consultant for completion. For example, a special PNR format
requirement may result in the need for the programming & testing of a
series of complex PNR editor commands. Requests for GetThere.com
personnel to complete tasks that have been defined as customer or AmEx
responsibilities would also fall into this category.
All Customization Requests will be scoped and priced according to prevailing
rates. The customer will receive a work order with pricing for approval before
custom work begins.
Content Deliverables:
The AmEx implementation team will be responsible for providing customer content
according to the standards described in the following documents:
Package B: This document will be used to capture standard PNR formats, customer
graphic specifications, travel policy requirements, etc. When the AmEx site
style default standards are established, PNR formats, standard reason codes,
basic policy information, etc. can be incorporated into the default settings
when the site is initially created, and will not need to be captured separately
in Package B.
User database: This spreadsheet provides the standard database fields used to
capture user data. Please refer to the key for descriptions of field types &
lengths.
Preferred Properties Database: This spreadsheet provides the standard database
fields used to capture customer-preferred hotels & negotiated hotel rates.
Please refer to the key for descriptions of field types & lengths.
-135-
<PAGE>
EXHIBIT T
GT Standard Implementation Process
-136-
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
USER DATABASE TYPE length DESCRIPTION
HEADERS limit
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
user text 32 login name for ITN
site
pwd alphanumeric 64 user password to
enter the site- it
must be at least 5
profile alphanumeric 64 This field is CRS
dependent. Enter the
user profile used by
your travel agency
to create a PNR.
first_name text 32 user first name
middle_i text 1 user middle initial
last_name text 32 user last name
day_phone number 32 User's work phone
number. Include area
codes- use the native
format for phone
#s-the system will
automatically reformat
it for ITN use
fax_phone num 32 fax number where user
can be reached. phone
# can be entered in
the native format- it
will automatically
be reformatted for
ITN use.
home_phone num 32 user's home phone.
Phone # can be entered
in the native
format-it will be
automatically
reformatted for ITN
use.
email alphanumeric 64 user email address
address text 64 street address
city text 32 city
state text 32 state or province. US
users can only enter 2
digit state codes.
zip alphanumeric 16 address postal code
country text 32 This field is optional
if all users are
located in the same
country. If users
reside in different
countries, this field
is mandatory for all
users. Enter the
country name in its
entirety.
cc_type text 2 credit card type This
card is the default
for all purchases
unless other cards are
included. This card
will always be the
default for hotels,
even if additional
credit cards are
listed for air
purchases
<CAPTION>
- --------------------------------------------------------------------------------
USER DATABASE EXAMPLE NOTES
HEADERS
- --------------------------------------------------------------------------------
<S> <C> <C>
user jsmith Must be unique
pwd smithsecret If you do not know, or if you do not
want to enter a unique value for
every user, see the description for
the pwd_chg_date field. (it's the
last one)
profile NM1SMITH/JOHN
first_name John
middle_i Q Optional
last_name Smith
day_phone (650) 614-6300
fax_phone 650-614-6390
home_phone 650-614-6300 Optional- only to reach the user
after hours if necessary
email [email protected] Optional
address 445 Sherman
city Palo Alto
state CA US users can enter only 2
digit state codes
zip 94306
country USA Optional- see description
cc_type AX, VI, MC Must be in 2 letter code
</TABLE>
-137-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
cc_num number 16 credit card number 4252789809874432
cc_exp alphanumeric 5 credit card expiration date- 12/99
company text 64 Company Name Internet Travel Network
division alphanumeric 32 Typically used to identify company group where travel is Sales
charged.
cost_ctr alphanumeric 16 Typically used to identify cost center where travel is West Coast Region
charged. It may be a number or a name, depending on company
protocol.
position text 64 user's title or position in the company VP sales
seat text 8 Enter the user preference: window or aisle. If the user window
does not use the seatmapping feature to select a seat, the
system will automatically attempt to reserve a seat based
on this preference.
depart text 3 home airport- use the 3 letter code SFO
skill text 8 This is a defined set: expert or novice user? Expert expert
users get a list of available seats (in code) when
available flights are displayed.
co_num alphanumeric 32 Company number sale12343
dept_num alphanumeric 32 department number 800
emp_no alphanumeric 16 Enter the employee number if your company requires them. JSM112
mail_stop alphanumeric 64 Mail Stop: building, suite, department, etc. Suite C
pickup_loc alphanumeric 64 where the tickets are to be delivered Front desk
ta_auth_name text 64 If your corporate travel policy requires the approval of a Joe Travelboss
travel authorizer to book itineraries, enter the name(s),
employee number (if applicable) and email of the users'
travel authorizer. Otherwise leave them blank.
<CAPTION>
<S> <C>
cc_num If more than 15 digits are
entered, Excel converts them
into scientific notation. To
prevent this, first select
the appropriate column. Go
to the Format menu- select
Cells, then the Number tab.
Select "text" as the display
category.
cc_exp must be in mm/yy format
company Level 1 category in the Corp
dimension of the Global
Observer. Consult your ITN
Sales Executive for further
information.
division Level 2 category in the Corp
dimension of the Global
Observer
cost_ctr Level 3 category in the Corp
dimension
position Level 4 category
seat This is a defined set: window
or aisle. You can enter only
one of these two choices.
depart Optional
skill Optional- If filled in, there
are only two options
co_num Optional
dept_num Optional
emp_no Optional
mail_stop Optional
pickup_loc Optional
ta_auth_name Optional
</TABLE>
-138-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ta_auth_emp_no alphanumeric 32 employee # of the traveler's authorizer JTB1234
ta_auth_email alphanumeric 64 If a travel authorizer is entered, you must enter their [email protected]
email.
cc_type_air text 2 Optional air credit card: if filled in, this card is for MC
air purchases
cc_num_air number 16 air credit card number 0989123498700123
cc_exp_air alphanumeric 5 air credit card expiration date mm/yy
cc_name_pers text 64 name on credit card for personal use- this is optional John Q. Adams
cc_type_pers text 2 Optional personal cc: If this is filled in, this card is VI
for personal itineraries that are not company related.
cc_num_pers number 16 personal credit card number 3232000143436565
cc_exp_pers alphanumeric 5 personal credit card expiration date mm/yy
meal text 16 The defined set is: standard, vegetarian, asian vegetarian, vegetarian
seafood, kosher, muslim, oriental (asian), hindu, low fat,
low cholesterol, low protein, low sodium, gluten free, high
fiber, diabetic, non-lactose, low purin, raw vegetarian,
child, bland
ssr text 25 Special Service Request: currently, there is only one wheelchair request
possible entry- wheelchair request. If the user does not
require a wheelchair, leave this field empty.
air_avail number 2 maximum default # of flights per leg that is shown on the 10
air availability page. The defined set is: 5,10,15.
air_inst text 64 special instructions for airlines American Platinum Member
ff_carr.1 alphanumeric 2 frequent flyer airline- enter the name of the airline AA
ffnum.1 alphanumeric 25 frequent flyer number 2255373470
ff_carr.2 alphanumeric 2 frequent flyer airline- enter the name of the airline AA
ffnum.2 alphanumeric 25 frequent flyer number 2255373471
ff_carr.3 alphanumeric 2 frequent flyer airline- enter the name of the airline AA
ffnum.3 alphanumeric 25 frequent flyer number 2255373472
ff_carr.4 alphanumeric 2 frequent flyer airline- enter the name of the airline AA
ffnum.4 alphanumeric 25 frequent flyer number 2255373473
ff_carr.5 alphanumeric 2 frequent flyer airline- enter the name of the airline AA
ffnum.5 alphanumeric 25 frequent flyer number 2255373474
<CAPTION>
<S> <C>
ta_auth_emp_no Optional
ta_auth_email
cc_type_air Optional
cc_num_air Optional
cc_exp_air Optional
cc_name_pers Optional
cc_type_pers Optional
cc_num_pers Optional
cc_exp_pers Optional
meal Optional- Enter the user's
personal meal preference.
Use only the defined set.
Note that some carriers may
not offer all the examples
listed.
ssr Optional
air_avail Optional- Leaving this blank
will default to 5
air_inst Optional
ff_carr.1 Optional- If filled in, enter
the 2 letter code
ffnum.1
ff_carr.2 Optional- If filled in, enter
the 2 letter code
ffnum.2
ff_carr.3 Optional- If filled in, enter
the 2 letter code
ffnum.3
ff_carr.4 Optional- If filled in, enter
the 2 letter code
ffnum.4
ff_carr.5 Optional- If filled in, enter
the 2 letter code
ffnum.5
</TABLE>
-139-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
ff_carr.6 alphanumeric 2 frequent flyer airline-enter the name of the airline AA
ffnum.6 alphanumeric 25 frequent flyer number 2255373475
car_size text 2 Enter the type of car that the user prefers. This is a EC
defined set. Options include: mini, economy, compact,
intermediate, standard, full size, premium, luxury,
minivan, full van
car_category alphanumeric 2 this is a defined set. (2-door, 4-door, 2 or 4 door) 2-door
car_tranny text 16 There are only two choices: automatic or manual. This is Manual
optional-leaving it blank will default to automatic.
car_avail number 2 displays up to (10, 20, 30, 40) choices on the car 10
availability screen. The default is 10
car_inst text 64 special instructions for car rentals smoking and A/C
car_mem_co.1 alphanumeric 2 car vendor membership-Enter the name of the vendor. ZE
car_mem_id.1 alphanumeric 25 car membership number EF935C
car_mem_co.2 alphanumeric 2 car vendor membership-Enter the name of the vendor. ZE
car_mem_id.2 alphanumeric 25 car membership number EF935C
car_mem_co.3 alphanumeric 2 car vendor membership-Enter the name of the vendor. ZE
car_mem_id.3 alphanumeric 25 car membership number EF935C
car_mem_co.4 alphanumeric 2 car vendor membership-Enter the name of the vendor. ZE
car_mem_id.4 alphanumeric 25 car membership number EF935C
hot_avail num 2 The maximum default number of hotels to display on the 12
hotel availability screen. The defined set is:
3,6,9,12,15,18,21,24,27,30
hot_inst text 256 special instructions for hotel smoking room
hot_mem_co.1 text 2 hotel membership-Enter the name of the hotel chain HY
hot_mem_id.1 alphanumeric 25 hotel membership number 23432
hot_mem_co.2 text 2 hotel membership-must enter the two letter code HY
hot_mem_id.2 alphanumeric 25 hotel membership number 23433
hot_mem_co.3 text 2 hotel membership-must enter the two letter code HY
hot_mem_id.3 alphanumeric 25 hotel membership number 23434
hot_mem_co.4 text 2 hotel membership-must enter the two letter code HY
<CAPTION>
<S> <C>
ff_carr.6 Optional-If filled in, enter
the 2 letter code
ffnum.6
car_size Optional
car_category Optional
car_tranny Optional
car_avail Optional-if filled in, it
should be the same for all
users.
car_inst Optional
car_mem_co.1 Optional-If filled in, enter
the 2 letter code
car_mem_id.1
car_mem_co.2 Optional-If filled in, enter
the 2 letter code
car_mem_id.2
car_mem_co.3 Optional-If filled in, enter
the 2 letter code
car_mem_id.3
car_mem_co.4 Optional-If filled in, enter
the 2 letter code
car_mem_id.4
hot_avail Optional
hot_inst Optional
hot_mem_co.1 Optional-If filled in, enter
the 2 letter code
hot_mem_id.1
hot_mem_co.2 Optional-If filled in, enter
the 2 letter code
hot_mem_id.2
hot_mem_co.3 Optional-If filled in, enter
the 2 letter code
hot_mem_id.3
hot_mem_co.4 Optional-If filled in, enter
the 2 letter code
</TABLE>
-140-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
hot_mem_id.4 alphanumeric 25 hotel membership number 23435
ta_policy alphanumeric 64 name of the assigned travel policy Upper Management policy
mgr_email.1 alphanumeric 64 email address to which copy of itinerary is sent [email protected]
mgr_email.2 alphanumeric 64 email address to which copy of itinerary is sent [email protected]
mgr_email.3 alphanumeric 64 email address to which copy of itinerary is sent [email protected]
pass_country text 32 country where passport was issued USA
pass_no alphanumeric 32 passport number 120003004456
pass_exp alphanumeric 8 passport expiration date mm/dd/yy
visa_co.0 text 32 country for which a visa was issued Japan
visa_no.0 alphanumeric 32 visa number 12349876
visa_exp.0 num 8 visa expiration date mm/dd/yy
visa_co.1 text 32 country for which a visa was issued Germany
visa_no.1 alphanumeric 32 visa number 12349877
visa_exp.1 num 8 visa expiration date mm/dd/yy
visa_co.2 text 32 country for which a visa was issued France
visa_no.2 alphanumeric 32 visa number 12349878
visa_exp.2 num 8 visa expiration date mm/dd/yy
pwd_chg_date alphanumeric 16 Password expiration date- Entering a date here will 0
require users to re-enter a password after the set time
period.
<CAPTION>
<S> <C>
hot_mem_id.4
ta_policy Optional- enter only if the
user has an assigned policy.
mgr_email.1 Optional
mgr_email.2 Optional
mgr_email.3 Optional
pass_country Optional
pass_no Optional
pass_exp Optional
visa_co.0 Optional
visa_no.0 Optional
visa_exp.0 Optional
visa_co.1 Optional
visa_no.1 Optional
visa_exp.1 Optional
visa_co.2 Optional
visa_no.2 Optional
visa_exp.2 Optional
pwd_chg_date Optional- If filled in, enter
the same value for all users,
using the mm/dd/yy format.
</TABLE>
If you don't want to enter passwords for every single user,
enter a generic password for all users, and a zero in
pwd_chg_date. This will expire the preset password
immediately, meaning that each user must define their own
passwords upon first use.
-141-
<PAGE>
EXHIBIT U
GT Standard Global Manager Agreement
-142-
<PAGE>
Exhibit U
To be mutually agreed.
-143-
<PAGE>
EXHIBIT V
Usage Report Types
[_]
v -
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<PAGE>
EXHIBIT V
---------
Usage Report Types
Examples of the following currently provided usage reports are also attached:
1. Daily Site Traffic Report via Email to Travel Administrator
2. Online Trip Statistics Reporting (updated every 24 hours)
3. Online Access Statistics Reporting (updated every 24 hours)
4. Online Airline Statistics Reporting (updated every 24 hours)
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<PAGE>
EXHIBIT W
Escrow Agreement
-146-
<PAGE>
EXHIBIT X
Bug Classification Protocols
-147-
<PAGE>
EXHIBIT X
---------
GetThere.com Bug Classification Protocol
GetThere.com uses an internally developed online bug tracking system for
handling the status of bugs as they are reported, logged and tracked. The
system is available to all employees of GetThere.com through the internal
corporate intranet site whether on-site or remote. The system permits the user
to log-in, enter the bug, describe the bug, describe how to reproduce the bug
and categorize the bug by priority, customer and status. The user can log-in at
any time and see the status of the bug that they reported. An email is
automatically generated and sent to the individual who originated the bug.
The system permits five different "states" of bug reports:
1. open
The initial state of a bug report. This means the PR has been filed and the
responsible person(s) notified.
2. analyzed
The responsible person has analyzed the bug. The analysis should contain a
preliminary evaluation of the bug and an estimate of the amount of time and
resources necessary to solve the bug. It should also suggest possible
workarounds.
3. feedback
The bug has been solved, and the originator has been given a patch or other
fix. The bug report remains in this state until the originator acknowledges
that the works.
4. closed
A bug report is closed only when any changes have been integrated,
documented, and tested and the submitter has confirmed the solution.
5. suspended
Work on the bug has been postponed. This happens if a timely solution is
not possible or is not cost-effective at the present time. The bug report
continues to exist, though a solution is not being actively sought. If the
problem cannot be solved at all, it should be closed rather than suspended.
The system permits three different "states" of bug severity:
1. critical
The product, component or concept is completely non-operational or some
essential functionality is missing. No intermediate workaround is known.
2. serious
The product, component or concept is not working properly or significant
functionality is missing. Problems that would otherwise be considered
"critical" are rated "serious" when a workaround is known.
3. Non-critical
The product, component or concept is working in general, but lacks
features, has irritating behavior, does something wrong, or doesn't match
its documentation.
The system permits three different "states" of bug priority [the default value
is "medium":
1. high
A solution is needed as soon as possible.
2. medium
The bug should be solved in the next release.
3. low
The problem should be solved in a future release.
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<PAGE>
EXHIBIT Y
AXP Security Protocols
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<PAGE>
SCHEDULE 7
AXP Security Protocol
Information Security Audits and Disclosures
- -------------------------------------------
GetThere.com shall allow AXP to conduct periodic inspections, audits and tests
of the Service's logical and physical systems and processes to assess gaps
between existing Service implementation and AXP Information Security Standards
for implementation.
GetThere.com agrees to comply with all reasonable recommendations that result
from such future inspections, audits and tests within a reasonable timeframe.
GetThere.com shall allow both scheduled and unscheduled on-site inspections by
AXP. Such inspections would cover all material aspects of the Service and
Systems, including design and operations as well as overall physical security.
GetThere.com shall allow AXP to conduct periodic Attack & Penetration tests on
the Service Website(s), to ensure that the Website(s) is implemented securely.
These tests will not involve denial of service attacks, or damage to server
configurations. Should GetThere.com decide to host the site, or components of
the site, at a 3rd party hosting vendor, GetThere.com must ensure that AXP
continues to have the right to conduct such tests. Both GetThere.com and any
hosting vendor will agree in advance to the test, and will be notified in
advance of the approximate date/time range when the test would occur.
GetThere.com shall document and provide to AXP copies of all internal security
policies and standards (including escalation procedures for non-compliance) for
AXP review upon execution of this contract or amendment.
GetThere.com shall provide to AXP a copy of the most recent third party data
processing audit or review, as conducted by GetThere.com's external auditors.
In addition, GetThere.com shall provide to AXP copies of any related data
processing audits from their internal auditors.
GetThere.com shall provide to AXP a copy of its disaster recovery plan for each
location handling AXP business, including the location of its recovery sites.
Information Security Requirements
- ---------------------------------
GetThere.com agrees to comply with the following Information Security
Requirements, which are a result of inspections, audits and tests conducted
during due diligence related to this Agreement.
1. All AXP data stored on database servers must be encrypted.
2. GetThere.com will transfer AXP data across the internet only when using an
approved encryption system. GetThere.com will incorporate SSL security on
Service registration form and login.
3. GetThere.com will back-up and store AXP data in a secure offsite location
for Disaster Recovery purposes.
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<PAGE>
4. GetThere.com will implement triple dez encryption to protect passwords.
5. In incidents where a customer forgets his/her password, GetThere.com will
reset the password with a GetThere.com created one and transmit a new
password (not an existing User password) to User. GetThere.com will ensure
that proper training and procedures are implemented relating to password re-
setting.
6. Per NASD regulatory requirements, GetThere.com will keep on file real-time
quote registration information including: name & address, phone number,
email address, username & password.
7. Shortly after Service Release Date, GetThere.com and AXP will review the
need for additional security measures relating to SMTP mail services and
three tier architecture, and GetThere.com will make any mutually agreed upon
system modifications to address security gaps in these areas.
8. GetThere.com agrees to consider the following AXP Information Security
Standards in the design and development of Service logical and physical
systems and processes.
AXP Information Security Standards
- ----------------------------------
All AXP customer information must be stored in a physically and logically
secured environment that protects it from unauthorized access, modification,
theft, misuse and destruction.
. GetThere.com shall maintain an adequate level of physical security controls
over the facility including, but not limited to, appropriate alarm systems,
access controls (including off-hours controls), visitor access procedures,
security guard force, fire suppression, video surveillance, and staff egress
searches.
. GetThere.com shall maintain an adequate level of data security controls
including, but not limited to, logical access controls including user sign-
on identification and authentication, data access controls.(e.g. password
protection of AXP applications, data files, and libraries), accountability
tracking, anti-virus software, secured printers, restricted download to disk
capability, and provision for system backup.
GetThere.com shall maintain an adequate level of controls in configuring and
operating voice systems, especially as regards fraudulent use of 800 numbers,
PBX switches, and other voice networks.
GetThere.com shall maintain an adequately secured and environmentally controlled
computer room facility, with access restricted to only approved staff.
GetThere.com shall ensure at each site that no shared environments exist with
other businesses for all WANs, LANs, network connections, dial-up connections,
DASD, distributed systems, or any other computer systems and that appropriate
data controls are implemented.
GetThere.com shall maintain controls to ensure that AXP data is modified only by
individuals who are explicitly authorized to change the data as per AXP
instruction.
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<PAGE>
GetThere.com shall ensure that AXP data is not be used for personal benefit or
the benefit of a third party.
GetThere.com shall maintain a set retention period for all security data or
events (i.e., reports).
GetThere.com shall provide AXP with access to Service Website usage log files,
including a monthly summary report including common Service usage metrics such
as visits, pageviews, links, and other information reasonably requested by AXP.
All critical applications supporting AXP business, as jointly determined by AXP
and GetThere.com, will undergo a valid and documented test of GetThere.com's
disaster recovery plan at least annually. GetThere.com shall provide a summary
of the results of these tests to AXP.
GetThere.com agrees to cooperate fully with AXP in any investigations of
possible fraudulent activity by GetThere.com's employees.
-152-
<PAGE>
EXHIBIT Z
Press Release
-153-
<PAGE>
Media Contacts: Melissa Abernathy Dan Toporek
American Express GetThere.com
212-640-5060 650-614-6335
[email protected] [email protected]
DRAFT #6
- --------
AMERICAN EXPRESS AND GETTHERE.COM FORM
---------------------------------------
STRATEGIC ALLIANCE TO PROVIDE ONLINE CORPORATE TRAVEL BOOKING SOLUTIONS
-----------------------------------------------------------------------
American Express to Offer Customized Version of GetThere.com's
ITN Global Manager(TM); Makes Equity Investment in GetThere.com
NEW YORK - August XX, 1999 - American Express and GetThere.com, formerly
Internet Travel Network, today announced a strategic alliance to accelerate the
growth of business-to-business e-commerce in the travel management industry. As
part of the agreement, American Express has made a minority investment in
GetThere.com.
American Express and GetThere.com will immediately begin developing a
customized version of GetThere.com's ITN Global Manager to be fully integrated
into American Express' U.S. corporate travel operations and into its recently
announced desktop portal for corporate expense management, American Express @
Work. By early next year, American Express plans to begin offering this
customized version of the product, including several unique features developed
by American Express, to corporations of all sizes in the U.S., with
customization for international clients to follow later in the year.
Both companies pioneered the development of corporate online travel
booking, and each has achieved a leadership position in the marketplace. The
alliance is expected to strengthen their positions in the business-to-business
e-commerce arena, which Forrester Research estimates will reach $1.5 trillion by
2003, with travel representing $38 billion.
"American Express is pleased to expand our corporate customers' options for
integrated, interactive travel reservations with the addition of GetThere.com's
innovative online booking technology," said Ed Gilligan, President, American
Express Corporate Services. "With our investment in GetThere.com, which has a
proven track record in delivering technology, we have a stake in future
development of the kinds of products and features our customers want."
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<PAGE>
"GetThere.com is driving to make Web-based travel booking the standard
model for corporations, as well as small and medium-sized businesses," says Gadi
Maier, CEO and President of GetThere.com. "Combining the American Express brand
with GetThere.com technology is a milestone in the online business travel
marketplace. As a team, we can make our services available to businesses of all
size and expand into new global markets to successfully capitalize on the
business-to-business electronic commerce opportunity."
American Express is a global provider of corporate expense management
services for travel and purchasing, operating one of the world's largest
corporate travel agency networks and issuing more commercial cards than any
other card issuer. Its corporate travel online booking solution, AXIsm Travel,
launched in 1997, is currently in use by more than 250 corporations, with more
than 350,000 registered users.
GetThere.com, formerly Internet Travel Network, developed the first Web-
based corporate travel booking system as a firm specializing in high-tech travel
solutions for corporations, airlines and other business partners.
American Express Expands Internet Offerings
Recently, American Express has expanded its Internet offerings for both its
consumer and corporate customers and has made investments in several Internet
companies whose products and services enhance American Express' product lines.
American Express recently unveiled its prototype for a Web-based desktop
portal -- American Express @ Work -- to provide its business customers with the
ability to manage all their travel- and purchasing-related activities within a
single, simple-to-use interface that can be customized at the company level and
personalized for each user. American Express also offers XMS/AXtm, an automated
expense reporting solution with an integrated travel data feed. It is also
developing seamless interoperability for its Corporate Purchasing Card program
with six of the leading business-to-business electronic purchasing systems.
About GetThere.com
- ------------------
GetThere.com is a leading provider of online business-to-business travel
procurement services. As Internet Travel Network, the company launched its first
World Wide Web-based traveler reservation system in 1995, and developed the
first Web-based corporate travel product line serving corporate customers in
1996. GetThere.com clients include many of the world's leading corporations and
travel service suppliers, including
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<PAGE>
United Airlines, Toyota, Nabisco, Nike, Texas Instruments, Credit Suisse First
Boston, Procter & Gamble, CNN Interactive, iVillage and Rough Guides.
Taking advantage of opportunities created by the Internet, GetThere.com
helps organizations save money and gain efficiencies for businesses by
customizing E-commerce services. For more information, check out GetThere.com's
Web site at www.GetThere.com.
----------------
About American Express
- ----------------------
American Express operates one of the largest global travel agency networks,
recording $19.9 billion in worldwide travel sales in 1998. Through its
Corporate Services group, the company counts over 70 percent of the Fortune 500
as customers of its Business Travel, Corporate Card and Corporate Purchasing
Card programs. For more information on its full range of products and services,
please visit the website: www.americanexpress.com/corporateservices.
The American Express Company is a diversified worldwide travel, financial
and network services company founded in 1850. It is a leader in charge and
credit cards, Travelers Cheques, travel, financial planning, investment
products, insurance and international banking.
# # #
-156-
<PAGE>
Exhibit AA
Competition
-157-
<PAGE>
Competition
Card Companies
-Visa
-MasterCard
-Discover
-Diners Club
-AT&T Universal Card
Top 10 Bank Card Issuers (partial list)
-Citibank
-Chase
-MBNA
-First Bank
Top 10 Business Travel Agencies (partial list)
-Carlson Wagonlits
-Rosenbluth
-BTI
-158-
<PAGE>
Exhibit BB
GT Disaster Recovery Plan
-159-
<PAGE>
Author: Norm Stein Get There.com
Date: 9/16/99
Table of Contents
<TABLE>
<S> <C>
1 OVERVIEW 161
1.1 Goals 161
1.2 Requirements 161
1.3 Audience 161
1.4 Scope 161
2 ENGINEERING SOLUTIONS AND STRATEGIES 161
2.1 Geographic Redundancy 162
2.2 Network Redundancy 162
2.2.1 Network Service Providers 162
2.3 Preventive Maintenance 163
2.4 Web Servers and Web Software 163
2.4.1 Restore Web Servers to Operation 163
2.5 Database Servers 164
2.5.1 Restore Oracle Database Servers to Operation 164
2.5.2 Magnetic Tape Backup System 165
2.6 Computer Reservation Systems 165
2.7 Phased Approach to Disaster Recovery 165
3 DISASTER SCENARIOS 166
3.1 Power Failures 166
3.2 Security 166
3.3 Natural Disasters 166
4 BIBLIOGRAPHY 166
</TABLE>
-160-
<PAGE>
Overview
Original document created by Norm Stein for GetThere.com. Additional documents
are cited in the Bibliography.
Goals
Anticipate and prepare for catastrophic failures, human and natural disasters.
Develop a coherent disaster recovery and prevention plan for our company and our
clients.
Requirements
1. Maintain operational service level agreements (SLA) under normal and extreme
conditions.
2. Anticipate and prevent failures before they occur.
3. Mitigate failures by designing fail safe redundancy into each engineering
design.
4. Cope rapidly and effectively with natural and human caused disasters.
Minimize down time. Restore client access to their data as quickly as
possible.
5. Ensure the personal safety of all employees while maximizing client data
integrity.
Audience
This document is intended for GetThere.com senior executives, managers,
engineers, and key sales and support personnel. Contents or excerpts are
supplied to select clients under non-disclosure agreements (NDA) as requested.
Documents cited in the bibliography are available from the company by request.
Scope
Identify probable disaster scenarios and explain engineering solutions in place
to mitigate concomitant failures. Provide a clear recovery path for emergencies
that exceed engineering limits.
While voice, speech and telephones are discussed, emergency telephone procedures
are outside the scope of this document. This document focuses primarily on data
production and integrity.
Engineering Solutions and Strategies
Production data centers, network operations centers, and regional call centers
are designed with multiple layers of redundancy to reduce or eliminate points of
failures and unscheduled down time. These redundant layers form a powerful tool
to cope with many common disaster scenarios.
-161-
<PAGE>
Geographic Redundancy
Global strategy includes dual redundant production data centers located in Santa
Clara, California, and in Sterling, Virginia. Once the conversion to Oracle is
complete the two production data centers will be synchronized within five
minutes with replicated data. The data centers are designed to function between
30% to 50% of rated capacity so that if one center is removed from production,
the other will be able to handle the entire load.
The customer call centers are also dispersed geographically to improve national
and international coverage and limit vulnerability to widespread disaster.
Ultimate capacity is planned at no more than 50% anticipated peak call load so
that one center can automatically respond to all calls in the event that a call
center becomes unreachable but telephone switches are working. See section
below on service providers (SP). Customer call volume can increase dramatically
during a crisis. Peak call overflow and redundancy techniques are addressed in
a separate document.
Network Redundancy
The Santa Clara data center network was designed for maximal redundancy. Single
points of failure were identified and eliminated/1/. Capacity is planned to
maintain peak traffic loads below 30% of the available throughput. Each
component in the critical path has a mirror image kept at constant readiness
through dedicated trunk lines and hot standby routing protocol (HSRP) updates.
The main routers and switches are doubly redundant with duplicate critical
components including dual power supplies attached to different power sources,
duplicate supervisor and routing modules, and duplicate hot and cold spare
blades for network connections/2/.
Every component that can be duplicated in the network hardware has been
configured for maximal redundancy and fail over. Where the network device is
monolithic; i.e., without redundant components such as the PIX Firewall, the
device itself is duplicated and configured with a primary and secondary unit.
In fact, all the critical path network components both monolithic and internally
redundant are duplicated.
Figure xx.xx illustrates the dual redundant network paths currently in the Santa
Clara data center. If a router or switch fails, its mate senses the condition
and the hot standby unit automatically becomes the primary. Proper fail over
and redundancy limits are tested each quarter during a scheduled maintenance
period.
The internal operating system IOS configurations are written to disk on a
central operations server which itself is backed up during regular scheduled
daily tape backups. In the event of a catastrophic equipment failure, a
replacement unit can be installed and configured in a few hours restoring
automatic redundancy. Similar methods are used to a new data center.
Network Service Providers
Redundancy among network service providers (NSP) not only lends itself to
disaster preparedness but also improves customer response while reducing
dependency on a single provider. The Santa Clara and Sterling, VA, data centers
are connected directly to the Exodus
_________________________
/1/ Refer to Single Points of Outright Failure (SPOOF) authored by G.T. Chen.
----------------------------------
/2/ Blades are special zero insertion force (ZIF) cards with myriad receptors
called ports to accept network connections. A "hot" spare is plugged in,
powered on, and configured. A cold spare is in the same environment but
inactive.
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<PAGE>
network backbone. Each data center also has a separate redundant high capacity
telco data connection to the GTE network backbone. If the Exodus backbone
experienced a catastrophic service interruption, business would continue over
the alternate NSP until service was restored.
All critical connections among remote centers have a redundant path. Redundant
path specification at the WAN level is controlled by the Border Gateway Protocol
(BGP). BGP follows preferred routes until there is a signal failure where it
reroutes to the next reliable path.
Preventive Maintenance
Periodic and planned maintenance inspections (PMI) improve up time performance
while providing an up to date picture of the current operating environment.
GetThere.com is unusual in that the engineer on point for 24/7 support also
completes the daily operational checklist.
[_] A critical systems checklist is completed daily by the 24/7 support
engineer.
[_] Network and server performance is monitored robotically around the clock.
[_] Weekly non-invasive tests gather data from servers, network devices, and
log files.
[_] All production files that are not already duplicates are saved to tape each
day.
[_] Critical network component fail over, redundancy, and recovery are tested
quarterly.
[_] CRS CSU/DSU "modems", dedicated customer communication lines, temperature,
humidity, voice switching, and other facility factors are inspected daily
by trained technicians.
[_] Remote data centers are monitored from headquarters using a variety of
software and hardware monitoring techniques./3/
All electronic equipment mounts in rigid, secured standard dimension racks. The
racks are braced for tremors, vibration, and motion in three dimensions. Cables
run primarily in overhead troughs to minimize traffic under the floorboards.
The racks, the equipment bolted to the racks, and the patch panel connections to
the equipment are numbered, uniquely identified and stored in an equipment
inventory database along with identifying serial numbers, maintenance contract
numbers and maintenance contact information.
In the event of a catastrophic equipment loss, the hardware inventory database
records become the main tracking and replacement template for each data center.
Web Servers and Web Software
Web servers employ a clone redundancy strategy "safety in numbers". The
operating systems are prefabricated copies equipped with updated patches and
monitoring tools. The application software is maintained and distributed from a
central secure source library that also provides the reference set to monitor
file changes on each web server. The same central server supervises server
software synchronization across the web server pools. The original frozen
software
________________________
/3/ Reference System and Network Monitoring Software Design, by N.E. Stein.
---------------------------------------------
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source tree and all updated files are stored at headquarters and duplicated
through the "wrelease" web server.
All production web servers are pooled. A certain number of servers, adjusted
dynamically under changing load conditions, in each pool are expendable. All
production web servers are identical clones kept current with automated
synchronization software. This means that an active server can become a member
of any pool -- public carrier, corporate, special - as needed. Pool assignment,
secure ports, server load balancing, user connections, and failure sensing
coupled with automatic disable are maintained by the local directors. Every few
minutes the primary local director state is duplicated in the hot standby local
director over a high speed trunk.
Each web server has dual-homed network interface cards (NIC) attached to
separate redundant enterprise fast Ethernet switches. Sensing software monitors
the network interfaces and automatically switches to the primary channel. This
system solves the local problem of a failed network connection and the larger
scenario of major network fail over. See figure xx.xx. Combined with the
redundant network and NSP paths described above, the web user enjoys full
redundancy from the Internet to our web server.
Restore Web Servers to Operation
Web server synchronization methods are documented in Software Synchronization
------------------------
and Release Design document.
- ------------------
Database Servers
Database servers use hybrid redundancy patterns and rely on daily tape backups
to safeguard data records. Every database record modified since the last cycle
is backed off to tape daily and the entire file system image is backed up weekly
and stored. The database operating system disks are built on RAID1 software
mirrors. All database file systems are built on redundant RAID5 parity sets or
RAID1 mirrors. The RAID disks arrays are equipped with dual power supplies
attached to separate power sources, dual independent RAID controllers connected
to separate console ports, and contain hot spare disks.
The Oracle database servers are linked by fiber channel to dual redundant EMC
mass storage devices. The HP servers are redundant in every feasible way
including multiple power supplies, multiple CPUs, duplicated I/O controller
cards including quad fast Ethernet and fast wide differential SCSI, mirrored
system disks, and automatic network fail over. An identical secondary server
matches the primary database server. Eventually, the data will be replicated on
an identical infrastructure in the East Coast data center.
GLOM database servers are identical clones at the system level but house unique
records on RAID5 disk arrays described above. Records are backed up to hot spare
systems and to magnetic tape each day.
Restore Oracle Database Servers to Operation
Reference the GLOM Survival Guide and Oracle Database Survival Guide.
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Magnetic Tape Backup System
Like the equipment it serves, the tape backup system is itself highly redundant.
The Santa Clara data center is equipped with dual StorageTek 9730 tape libraries
either of which can backup the entire data center in a few hours. Each tape
library has multiple tape drives connected to separate control computers.
Veritas Netbackup software runs on both servers and on the client computers.
Headquarters data center contains an identical tape library and master database
capable of backing up a remote data center over the network or restore a file
from tape in the event of an emergency. The East Coast data center will be
equipped with a larger tape library capable of holding several hundred DLT IV
tapes ensuring long backup cycles without changing tapes or operator
intervention.
Tapes are rotated in a long schedule to maximizes integrity and minimize lost
files. Each quarter a complete backup image is archived. Once the tapes are
encrypted they will be stored off site in secure fireproof safes.
Computer Reservation Systems
Computer reservation systems (CRS) follow the telco redundancy strategy to avoid
single points of failure. CRS providers that employ the Transport Control
Protocol / Internet Protocol (TCP/IP) have redundant lines to different data
centers to ensure connectivity in the event a line, CSU/DSU, cable, or router
fails. Galileo Apollo supports TCP/IP with redundant connections to the Santa
Clara and Sterling data centers. Traditional CRS connections are managed in
groups terminated on multiple protocol cards for redundancy.
If the remote CRS central server fails at the provider, GetThere.com opens a
trouble ticket and help them troubleshoot their failure.
Past the telco connection level, the CRS uses multiple servers to improve
redundancy. Future software engineering is required to extend redundancy to the
TA and MX servers.
Phased Approach to Disaster Recovery
Phase 1
As part of GT's data center operations, the company agrees to replicate its
database onto a redundant database server and RAID system within its West Coast
Data Center. In addition GT agrees to do separate nightly tape backups of the
data and store them on at least one system at its West Coast Data Center and
store a second set at its Menlo Park Headquarters. GT agrees that all this will
be operational within 30 days of signing the agreement.
Phase 2
GT agrees to host a redundant database server, RAID and tape backup systems at
its East Coast Data Center. The system in the East Coast will replicate the Data
present on an identical server set up on the West Coast. GT agrees to have this
operational by March 31st, 2000 or earlier, if possible.
Phase 3
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GT agrees to host a full version (perhaps scaled down) of it West Coast Data
Center on the East Coast, including application, web and database servers, along
with a duplicate version of its fault tolerant network design. The system will
exhibit all the same basic capabilities as the West Coast Data Center but at a
lower transaction capacity. GT can agree that it will be able to support up to
50% of all AXP's traffic at the time the center goes live. The Data Centers
will work in a fault tolerant environment so that traffic can be redirected in
the event of a major disaster. The timing on Phase 3 is to be left up to the
discretion of GT. Obviously, GT would like to see it happen as soon as AXP, but
the mitigating circumstances are primarily of a financial nature as there is
still a lot of room for additional capacity at GT's West Coast Data Center.
Disaster Scenarios
Power Failures
All GetThere.com data centers operate on uninterruptible power supplies (UPS)
conditioned through surge protection filters. The UPS batteries are constantly
charged by municipal alternating current (AC). The UPS units are duplicated for
redundancy and to extend the operating period during a power failure. In the
event that municipal power fails, the UPS supplies normal operating power to all
production equipment until the external generators come on line. The generators
are designed to run indefinitely with refueling until municipal power is
restored or the data center is gracefully shut down.
Security
Denial of service (DOS) attacks are increasingly common along with other
unauthorized hacking attempts. GetThere.com treats these incidents with the
utmost severity. We guard against denial of service attacks with similar
techniques as those arrayed against data theft and system hacking. While a
complete discussion of network security exceeds the scope of this document, the
network layers that provide redundancy also represent increasingly hardened
defensive layers against DOS attacks. Our systems group monitors usage logs on
all essential components on a daily basis.
The data centers are physically secure behind multiple security layers. Only
vice presidents and above are allowed access to the operations center. The
production data centers are in locked buildings patrolled by security guards and
monitored by cameras and motion detectors. The equipment is located in locked
security cages within locked rooms. The buildings are seismically reinforced.
All GetThere.com equipment rooms are located on the ground floor.
Natural Disasters
In the event of a serious wide spread natural calamity such as a hurricane,
flood, or major earthquake the geographical redundancy described above ensures
connectivity to an alternate region outside the disaster area.
Bibliography
Stein, Norman Edward; System Monitoring Software Design; August 1999.
---------------------------------
Ibid.; Operations Maintenance Policy; September, 1999.
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Chen, George Thomas; Single Points of Outright Failure; August 1999.
---------------------------------
Ibid., with Al Whaley; GLOM Survival Guide; March, 1999.
-------------------
Ibid.; CRS Survival Guide; February, 1999.
------------------ ----------------
Ibid.; Production Equipment Inventory; July, 1999.
--------------------------------------------
Cocquyt, Fletcher; "Wrelease" Software Synchronization and Release Design ;
------------------------------------------------------
August, 1999.
Ibid., with Norm Stein; Scheduled Backup and Restore Procedures; September,
---------------------------------------
1999.
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Exhibit CC
Transition Services
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Exhibit DD
Current CRS System
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Current CRS Systems
GT currently supports its full range of functionality across the 5 major Global
Distribution System Platforms:
Amadeus
The Information Management Services Agreement between Amadeus and GT provides GT
access into the System1/Amadeus Computer Reservation System. The contract
provides this access and leases for dedicated communications circuits into the
Amadeus Reservation System. The term of the contract was 3 years and expires
on January 11, 2001.
Apollo & Galileo
The Subscriber Services Agreement between Galileo/Apollo and GT provides GT
access into the Apollo and Galileo Computer Reservation System. The contract
provides this access and leases for dedicated communications circuits into the
Galileo and Apollo Reservation System. The term of the contract expires on June
30, 2001.
Sabre
GT has no working agreement at this time with Sabre. GT's software supports
transactions processed through Sabre's CRS system for several customers, but
there is no formal agreement between the two companies.
Worldspan
The Service and License Agreement between Worldspan and GT provides GT access
into the Worldspan Computer Reservation System. The contract provides this
access and leases for dedicated communications circuits into the Worldspan
Reservation System. The term of the contract is 3 year, expiring on October 4,
2000.
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