Common use of Scope Change Clause in Contracts

Scope Change. If TRX believes that it has been requested to perform work which constitutes a Scope Change (as defined below), or if Hotwire requests a Scope Change in writing, TRX may request additional compensation for such Scope Change by submitting a written request to Hotwire for approval for the Scope Change and the additional compensation prior to the commencement of any such additional work. Hotwire will accept or reject such request within ten (10) business days of the receipt thereof, by submitting a Scope Change acceptance or rejection, as the case may be. In the event that a Scope Change is accepted by Hotwire within the ten (10) business days, the parties will work in good faith to amend this Agreement to incorporate the Scope Change, which amendment will address the key terms of the Scope Change, such as a description of the work, the milestone schedule, payment terms and ownership and usage rights. In the event Hotwire does not accept the Scope Change within ten (10) business days, Hotwire and TRX will proceed in good faith in accordance with their prior obligations under this Agreement and TRX shall not be obligated to implement the Scope Change. For the purposes of this Agreement, “Scope Change” means any change that materially increases processing time or materials expenses, requires software changes or development other than updates or upgrades to hardware or software required in the ordinary life cycle of such hardware or software, or which changes the PNR format from the standard PNR format in effect as of the Effective Date. Unless otherwise stated in an amendment formalizing a Scope Change, all software changes and development required under a Scope Change will be the property of TRX as contemplated under Section 1(d) of this Agreement.