Incentive Exceptions Sample Clauses

Incentive Exceptions. The following replaces the content of Section 12 of the Complimentary and Amendment Agreement dated 1st of September, 2006 and applies as of the Extension Amendment Effective Date. “Subject to the notice described in this paragraph, all current levels of incentives and Net Segment volume calculations will not apply to bookings of Provider content (i) where the Provider, makes or has made such content available in the System in exchange for a direct or indirect reduction of Amadeus booking related distribution fees or at a charge to Amadeus, and/or (ii) that becomes part of an Amadeus sponsored content program (the “Affected Content”). In any such event, Amadeus will notify EBOOKERS of the terms and conditions applicable to bookings of Affected Content at least 60 days in advance of such conditions going into effect (the “Notice Period). Amadeus commits that any such commercial terms and conditions will be at least as favorable as those provided by Amadeus to any other online agency customer producing the same or less annual volumes of Net Segments as produced by EBOOKERS in the same territories where EBOOKERS is operating. During the Notice Period, Amadeus will continue to pay the applicable incentives for Net Segments booked on such Affected Content. During such Notice Period, the Parties will discuss in good faith any such conditions upon EBOOKER’s request. EBOOKERS understands that Amadeus cannot guarantee the continued availability of such Affected Content in the Amadeus System and/or the same incentive terms after expiry of the Notice Period. At the time Amadeus notifies EBOOKERS that point (i) of this Section above applies, EBOOKERS may request that an international auditing firm such as Deloitte, Ernst & Young, KPMG or PWC (the “Auditor”) verifies same. EBOOKERS shall bear the cost of any such audit. The Auditor will issue a report which shall be limited to confirming point (i) circumstances. The Auditor will sign a non-disclosure agreement with Amadeus about not transmitting confidential information to EBOOKERS. If the Affected Content (in the aggregate) accounts for more than the Affected Content Percentage as indicated in Section X of Schedule “A” hereto, and EBOOKERS can reasonably demonstrate that such Affected Content is publicly known to be available on another GDS at more favorable conditions as in the Amadeus System (e.g., not a special deal solely between Galileo and EBOOKERS) then the Annual Net Segment thresholds identified herein will b...