EXHIBIT 10.10
GALILEO CONTRACT NO. 33566
GALILEOR SERVICES DISPLAY
AND RESERVATIONS AGREEMENT
This Agreement made and entered into as of
this 28th day of August, 1995, between GALILEO
INTERNATIONAL PARTNERSHIP, a Delaware general
partnership, whose principal place of business
is located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇.▇. ("Galileo")
and CORPORATE TRAVEL LINK, INC., a __________
corporation whose mailing address is ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
("Vendor").
W I T N E S S E T H:
WHEREAS, Galileo owns and markets its computerized reservations and
ticketing and other services ("Galileo Services"); and
WHEREAS, Vendor desires to participate in Galileo Services for
purposes of facilitating the reservations for Vendor's limousine
services through Galileo Services, to selected GTPs who have
contracted with Vendor to book Vendor's limousine services;
NOW, THEREFORE, in consideration of the premises and the mutual
obligations hereinafter set forth, Galileo and Vendor hereby agree
as follows:
1. DEFINITIONS
For the purpose of this Agreement and its attachments, the
following words and terms shall have the following meanings:
A. "Ancillary Services" means limited access to Galileo
Services by Vendor solely for the purposes of (i)
facilitating the reservations and confirmations for,
Vendor's travel-related services, and (ii) maintaining
the Data Base regarding Vendor's travel-related services.
B. "Confirmation Number" means the Vendor-assigned TIS
reservation number for an individual TIS reservation.
C. "Data Base" means the collection if TIS information stored
in Galileo Services necessary to facilitate Vendor's
travel-related services.
D. "Direct Link" means an Galileo Services communications
capability which, when a transaction is being made for
Vendor's TIS services by a GTP through Galileo Services,
simultaneously transmits the transaction data to Vendor's
Reservation Center with confirmation or response by
Vendor required within the time period specified on
Attachment A hereto.
E. "Galileo Services" or "Galileo" means Galileo's
computerized reservations and ticketing service and other
services. For purposes of this Agreement, Galileo
Services may include services of Galileo, ApolloR and any
other computerized reservation system or authorized agent
thereof with whom Galileo has an agreement to distribute
such services or similar service ("Related CRS"). Said
parties shall not be considered third parties under this
Agreement.
F. "Galileo Travel Professional" or "GTP" means any
authorized user of Galileo Services or any portion
thereof.
G. "Gross Reservations" means all Vendor TIS transactions
booked through Galileo Services by GTPs which are
accepted and confirmed by Vendor.
H. "Net Reservations" mean Gross Reservations, including no-
shows and cancellations outside of Galileo Services,
minus duplications and cancellations processed through
Galileo Services.
I. "Reservation Center" means the facility being currently
operated by Vendor from which Vendor transmits its
services information and confirms reservations for its
services through Galileo Services, or such other
centralized facility as shall be designated by Vendor
from time to time during the term of this Agreement.
J. "Travel-related information Services" or "TIS" means
Vendor's services of compiling and describing the
existence of, and accepting with confirmation
reservations for, travel-related amenities, as set forth
on Attachment A hereto, the Data Base for which is
provided to selected GTPs through Galileo Services by
Vendor.
2. RESPONSIBILITIES OF VENDOR
A. Vendor's use of Ancillary Services shall be limited to
transmitting the reservations to the Reservation Center
and transmitting confirmations of bookings to GTPs
through Galileo Services.
B. (i) Vendor shall arrange for processing of all GTPs'
reservations message activity hereunder and shall
assign a Confirmation Number to each reservation
message as soon as the reservation is accepted.
After receipt, Vendor shall accept or reject each
reservation for TIS services within the time period
specified on Attachment A, excluding non-business
days. If Vendor shows product available, then
Vendor's failure to accept or reject within such
period shall create a confirmed reservation.
(ii) In the event a GTP reservation is accepted and
subsequently, for whatever reason, Vendor cannot
accommodate the customer or customers of the GTP,
Vendor agrees to secure a suitable alternate or make
other arrangements, but in no case at additional
cost to Galileo or any customer.
C. Vendor shall be responsible for all of its costs
associated with the advertising, promotion and marketing
of the availability of its TIS service to others,
including GTPs. Vendor may use the Galileo service marks
"Galileo" and "Apollo" in promotional materials, provided
that Galileo's written approval for each such use is
first obtained and Vendor complies with any and all
conditions Galileo may impose to protect the use of
Galileo's service marks. Vendor must state in all such
materials that "'Galileo' and 'Apollo'" are registered
trademarks or service marks of Galileo International.
D. Vendor is solely responsible for processing and
responding to questions and correspondence from GTPs,
consumers and others regarding Vendor's services provided
pursuant to this Agreement.
E. Vendor shall make available to Galileo the same
improvements, enhancements or additions to its TIS
services offered by Vendor to other end users of other
computerized reservations systems.
F. If Vendor participates in two or more computerized
reservations systems by offering its TIS services, then
Vendor agrees not to recommend to others any other
systems over Galileo Services and it shall not disparage
Galileo Services in any way.
3. RESPONSIBILITIES OF GALILEO
A. During the term of and in accordance with this Agreement,
Galileo shall store Vendor's TIS Data Base in Galileo
Services and transmit to the Reservation Center GTPs
bookings for TIS.
B. Galileo shall communicate procedures to GTPs which allow
them to process requests for Vendor's services through
Galileo Services. When a GTP inputs a booking message
into Galileo Services for Vendor's TIS services, Galileo
shall promptly transmit such messages to the Reservation
Center through Direct Link.
C. Galileo shall inform GTPs of Vendor's services available
under this Agreement; however; Galileo shall have no
liability of any kind whatsoever to any party as a result
of or in any way associated with the contents or accuracy
of the Data Base provided by Vendor through Galileo
Services.
D. Galileo reserves the right to discontinue booking and
display of information for individual Vendor services
which, in Galileo's reasonable judgment, fail to conform
to acceptable standards of practice and service or to the
terms of this Agreement; provided, however, Galileo shall
give Vendor thirty (30) days prior written notice of
Galileo's intention to discontinue booking and display of
data applicable to such services in order that Vendor may
remedy such defects in said standards. notwithstanding
the provisions of the previous sentence, Galileo reserves
the right, upon notifying Vendor, to delete immediately
any subject matter which it reasonably considers to be
inappropriate, misleading of defamatory.
E. Except for those duties expressly assumed herein, Galileo
assumes no responsibility for any other duties in
connection with Vendor's services, including without
limitation, providing written confirmations of
reservations, confirmation number call-backs, answering
complaints or any other form of customer follow-up or
contact.
F. Galileo may make available to Vendor the same
improvements or additions to Ancillary Services offered
in writing by Galileo to other Vendors of those services
set forth on Attachment A, provided the term and
conditions are mutually acceptable to Galileo and Vendor.
4. FEES AND PAYMENTS
A. Vendor agrees to pay for services covered by this
Agreement as shown under the fee schedule specified in
Attachment A.
B. Galileo reserves the right to increase or decrease the
charge for any service provided pursuant to this
Agreement upon thirty (30) days prior written notice to
Vendor. Among other things, this includes the right to
introduce charges for existing or new services provided
pursuant to this Agreement and the right to charge the
method by which charges are calculated or assessed.
5. TERM
This Agreement shall commence on 9-15-95 (the "Commencement
Date") and, subject to the provisions of this Article, shall
continue in full force and effect for an initial period of
twenty-four (24) months from the Commencement Date.
Thereafter, this Agreement shall continue in full force and
effect, unless and until terminated by any party by written
notice to the other party at least thirty (30) days in advance
of termination. Such a termination may take effect no earlier
than twenty-four (24) months from the Commencement Date.
6. PROMOTION, ADVERTISING AND PUBLICITY
Galileo and Vendor, from time to time, may promote and
advertise the TIS services provided for under this Agreement
in accordance with programs developed in cooperation with each
other. Promotions under this Agreement relating to Vendor and
its services, which include, but are not limited to, the use
of Vendor's trademarks, service marks, or logos, shall be
subject to prior written approval of vendor. Promotions under
this Agreement relating to Galileo and its services, which
include, but are not limited to, the use of Galileo's
trademarks, service marks, or logos, shall be made only upon
written approval of Galileo.
7. SUBSCRIBER LISTING
Vendor agrees that any GTP listing which may be provided to
Vendor, at Galileo's discretion and upon the payment of its
prevailing rates, is proprietary to and is the trade secret of
Galileo, and Vendor shall treat such listing as confidential.
Any such listing is deemed to be confidential information
subject to the provisions of Article 14. Vendor shall permit
only those of its officers, directors, agents and employees
with a need to know to have access to the listing in the
performance of their duties under this Agreement, and to take
all reasonable measures necessary to ensure that its officers,
directors, agents and employees are informed of and comply
with these confidentiality requirements.
8. ENHANCEMENTS OR MODIFICATIONS OF SERVICES OF GALILEO SERVICES
OR FUNCTIONS
A. Galileo retains the right to enhance or modify Galileo
Services at Galileo's discretion during the term of this
Agreement. Any enhancement or modification of Galileo
Services may have offered by Galileo to Vendor at any
time after acceptance of this Agreement. Any such
enhancement or modification may be provided at Galileo's
sole discretion as available, pursuant to a written
supplement to this Agreement and subject to charges,
terms and conditions mutually acceptable to Galileo and
Vendor.
B. At any time during the term of this Agreement, Galileo
may at its discretion offer to Vendor computerized
functions in addition to Galileo Services. Any such
additional function may be provided at Galileo's sole
discretion as available, pursuant to a written Agreement
and subject to charges, terms and conditions mutually
acceptable to Galileo and Vendor.
9. TAXES AND FEES
A. In addition to any other charges or sums payable to
Galileo under this Agreement, Vendor shall pay when due,
or, at Galileo's election, reimburse and indemnify and
hold Galileo and its owners harmless from and against,
all sales, use, excise, franchise, withholding, real
property, and other taxes and any and all domestic and
foreign duties or import, export or license fees,
howsoever designated (together with any related interest
or penalties not arising from fault on the part of
Galileo), now or hereafter imposed by any local or
foreign taxing authority, or governmental agency or other
similar bodies arising out of or in connection with this
Agreement. Vendor shall reimburse Galileo for all such
taxes, fees and charges within thirty (30) days of
receipt of Galileo's invoice therefor. Notwithstanding
the foregoing, Vendor shall not be responsible for any
taxes payable or based on Galileo's net income.
B. Notwithstanding Article 9.A above, unless otherwise
agreed in writing in advance by the parties hereto,
Galileo shall be responsible for the filing of all
personal property tax returns and shall pay all taxes
indicated thereon. Vendor shall reimburse Galileo for
all such taxes, fees and charges within thirty (30) days
of receipt of Galileo's invoice therefor.
C. Upon the request of Galileo, Vendor shall provide
reasonable assistance to Galileo in the filing of any
documents or the making of any statement in connection
with the recovery of any taxes referred to in this
Article.
D. Vendor shall reimburse Galileo upon demand for all
expenses (including without limitation all costs,
expenses, losses, legal and accountant's fees and
disbursements, penalties and interest) incurred by
Galileo in making payment, protesting payment or
endeavoring to obtain refund of any such taxes, fees or
other charges.
10. TITLE
A. Title and full and complete ownership rights to all
Galileo-owned or developed software contained in Galileo
Services used in the performance of this Agreement shall
remain with Galileo. Vendor understands and agrees that
such software constitutes trade secrets and Galileo's
proprietary information whether any portion thereof is or
may be validly copyrighted or patented. In addition,
any data processing documentation, supplied to Vendor in
any form by Galileo, with respect to the operation of
Galileo Services, and any and all copies thereof, are for
the exclusive use of Vendor and shall not be disclosed or
made available to any other person, firm, corporation or
governmental entity in any form or manner whatsoever,
except as provided in Article 14. Vendor expressly
acknowledges and agrees that, notwithstanding anything to
the contrary herein, all PNR, passenger, TIS information,
and other data and information entered into Galileo
Services and the Data Base is owned by Galileo and
Galileo has sole discretion concerning such information.
B. Title and full and complete ownership rights to all
Vendor-owned information provided to Galileo by Vendor
hereunder shall remain with Vendor. Such information may
be disclosed or made available to GTPs, other travel
agents and the general public solely to facilitate the
display of Vendor's services as provided hereunder, and
may not be disclosed or made available, in any other form
or manner whatsoever, to any other person, firm,
corporation or governmental agency.
11. NON-EXCLUSIVITY
Vendor and Galileo understand and agree that this is a non-
exclusive Agreement and that similar agreements may be entered
into by either party with any other person or entity.
12. ASSIGNMENT
Neither party may assign or otherwise transfer any of tis
rights or obligations under this Agreement to any third party
without the prior written consent of the other party, except
that Galileo may assign this Agreement without Vendor's
consent to a corporate affiliate or successor of it. Any
violation of this provision shall be cause for immediate
termination of this Agreement or, at the option of the
non- assigning party, the non-assigning party may declare the
assignment of an y of the rights or obligations under the
Agreement null and void ab initio.
13. CHANGE IN OWNERSHIP
Galileo may terminate this Agreement immediately, without
liability, upon written notice, if, after the date of this
Agreement: (a) Vendor merges with or acquires control of or
a controlling interest in any third party; or (b) any third
party acquires control of or a controlling interest in Vendor.
14. CONFIDENTIALITY
A. Except in any proceeding to enforce any of the provisions
of this Agreement, neither party (the "User") shall,
without the prior written consent of the other party (the
"Owner"), publicize or disclose to any third party,
either directly or indirectly.
(i) this Agreement or any of the terms or conditions of
this Agreement; or
(ii) any confidential or proprietary information or data,
either oral or written, received from and designated
as such by the Owner.
(hereinafter collectively "Confidential Information")
B. If either party is served with a subpoena or other legal
process requiring the production or disclosure of any
Confidential Information, then that party, before
complying, shall immediately notify the Owner and shall
use its best efforts to permit the Owner a reasonable
period of time to intervene and contest disclosure or
production.
C. If the User breaches this Article 14, then the owner may
terminate this Agreement immediately, upon written notice
to the User.
D. Upon termination of this Agreement, each party must
return any and all Confidential Information received from
the other party. The provisions of this Article shall
continue in force in accordance with their terms,
notwithstanding the termination of this Agreement for any
reason.
15. FORCE MAJEURE
Except for any payment obligations, neither party shall be
deemed to be in default or liable for any delays in the event
and to the extent that performance thereof is delayed or
prevented by acts of God, public enemy, war, civil disorder,
fire, flood, explosion, riot, labor disputes, work stoppage or
strike, unavailability of equipment, any act of any
governmental authority, or any other cause, whether similar or
dissimilar, beyond its control.
16. INDEPENDENT CONTRACTORS
This Agreement is not intended to and shall not be construed
to create or establish any agency, partnership or joint
venture relationship between the parties hereto.
17. TERMINATION FOR CAUSE
A. If either party (the "Defaulting Party") becomes
insolvent; if the other party (the "Insecure Party") has
evidence that the Defaulting Party is not paying its
bills when due without just cause; if the Defaulting
Party takes any step leading to its cessation as a going
concern; or if the Defaulting Party either ceases or
suspends operations for reasons other than a strike, then
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 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.
B. If bankruptcy proceedings are commenced with respect to
either party (the "Bankrupt") and if this Agreement has
not otherwise 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 shall not
be a breach of this Agreement and shall not affect the
Other Party's right to pursue or enforce any of its
rights under this Agreement or otherwise.
C. If either party (the "Defaulting Party") fails to observe
or perform any of its obligations under this Agreement,
and such failure continues for a period of thirty (30)
days after written notice to t he Defaulting Party by the
other party thereof (except in the case of any payments
due, where the period to cure such nonpayment shall be
five (5) days after notice), then, without prejudice to
any other rights or remedies the other party may have,
this Agreement shall terminate without further notice as
of the expiration date of such notice period.
Notwithstanding anything to the contrary herein, in the
event Vendor is the Defaulting Party, the Galileo may, at
its sole option and without prejudice to any other of its
rights or remedies, reduce or restrict provision of
services provided under the Agreement without termination
of the Agreement.
18. NON-WAIVER, POST-TERMINATION RIGHTS
The right of either party to require strict performance and
observance of any obligations under this Agreement shall not
be affected in any way by any previous waiver, forbearance or
course of dealing. Exercise by either party of its right to
terminate under this Agreement shall not affect or impair its
right to bring suit for any default or breach of this
Agreement. All obligations of each party that have accrued
before termination or that are of a continuing nature shall
survive termination.
19. INVALIDITY, SEVERABILITY
In the event that any material provision in this Agreement is
or is about to be prohibited or declared unenforceable in any
jurisdiction, or becomes impractical or uneconomical to
perform as a result of any impending or actual change in any
applicable law, Galileo shall, at its option, have the right
to terminate this Agreement, or to amend, supersede, or delete
the prohibited, unenforceable, impracticable or uneconomical
provision or provisions, upon written notice to Vendor. If
any provision of this Agreement is held invalid or otherwise
unenforceable, the enforceability of the remaining provisions
shall not be impaired thereby.
20. INDEMNIFICATION
A. Vendor shall indemnify and hold harmless Galileo, its
owners officers, directors, employees, and agents from
all liabilities, damages, losses, claims, suits,
judgments, costs, and expenses, including costs and
reasonable attorneys' fees, directly or indirectly
incurred by Galileo from any claims by third parties
arising out of or in connection with Vendor's failure of
performance of its obligations under this Agreement.
B. To the extent of its obligations under Article 21,
Galileo shall indemnify and hold harmless Vendor, its
officers, directors, employees and agents from and
against any and all liabilities, damages, loses, claims,
suits, judgments, costs, and expenses, including costs
and reasonable attorneys fees, directly or indirectly
incurred by Vendor from any claims by third parties
arising out of or in connection with Galileo's failure or
performance of its obligations under this Agreement.
C. Vendor shall indemnify and hold harmless Galileo, its
owners, officers, directors, employees, and agents from
all liabilities, damages, losses, claims, suits,
judgments, costs and expenses, including costs and
reasonable attorneys' fees, directly or indirectly
incurred by galileo from any claims by third parties
arising out of or in connection with Galileo Travel
Professionals' acts or omissions in selling the services
or products of Vendor.
D. Each party shall indemnify and hold harmless the other
party, its officers, directors, employees, and agents
from all liabilities, damages, losses, claims, suits,
judgments, costs, and expenses, including costs and
reasonable attorneys' fees, directly or indirectly
incurred by the other party's products or services
supplied in connection with this Agreement.
E. If, pursuant to this Agreement, either party (the
"Provider") provides computer services to the other party
(the "User") or permits the User to use its logo, service
marks, or trademarks, then the Provider s hall indemnify
and hold harmless the User from all liabilities, damages,
losses, claims, suits, judgments, costs, and expenses,
including costs and reasonable attorneys' fees, directly
or indirectly incurred by the User arising out of or in
connection with any claim that the use of the provider's
computer services, logo, service marks, or trademarks
infringes any existing patent, copyright, trademark, or
property right.
21. REPRESENTATIONS AND WARRANTY
A. GALILEO REPRESENTS AND WARRANTS THAT:
(i) IT IS THE OWNER OR LICENSEE OF THE SOFTWARE USED IN
GALILEO SERVICES; AND
(ii) IT HAS THE RIGHT TO PROVIDE GALILEO SERVICES TO
VENDOR.
B. VENDOR'S REMEDIES FOR BREACH OF THE WARRANTIES SET FORTH
IN PARAGRAPH 21.A OF THIS AGREEMENT SHALL BE SOLELY
LIMITED TO REPLACEMENT OF THE SOFTWARE CAUSING THE BREACH
OF WARRANTY.
C. EACH PARTY HERETO REPRESENTS THAT:
(i) THE INDIVIDUAL SIGNING THIS AGREEMENT OR ANY
AMENDMENT TO THIS AGREEMENT, ON BEHALF OF VENDOR OR
GALILEO, AS THE CASE MAY BE, IS, OR AT THE MATERIAL
TIME SHALL BE, DULY AUTHORIZED TO EXECUTE THIS
AGREEMENT OR AMENDMENT ON BEHALF OF VENDOR OR
GALILEO, AS THE CASE MAY BE, AND HAS FULL POWER AND
AUTHORITY TO BIND VENDOR OR GALILEO, AS THE CASE MAY
BE, TO THE TERMS AND CONDITIONS HEREOF; AND
(ii) THIS AGREEMENT CONSTITUTES A LEGAL, VALID, AND
BINDING AGREEMENT OF VENDOR OR GALILEO, AS THE CASE
MAY BE, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
D. THE WARRANTIES AND REMEDIES SET FORTH IN ARTICLES 21.A
AND 21.B ARE EXCLUSIVE, AND GALILEO MAKES NO OTHER
WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OR MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO GALILEO
SERVICES OR SOFTWARE.
E. EXCEPT FOR A BREACH OF THE EXCLUSIVE WARRANTIES SPECIFIED
IN ARTICLE 21.A AND EXCEPT FOR THE RIGHT TO RECEIVE THE
EXCLUSIVE REMEDY SPECIFIED IN ARTICLE 21.B, VENDOR HEREBY
WAIVES AND RELEASES GALILEO FROM ANY AND ALL OTHER
OBLIGATIONS AND LIABILITIES AND ALL RIGHTS, CLAIMS AND
REMEDIES IT MAY HAVE AGAINST GALILEO, EXPRESS OR IMPLIED,
ARISING BY LAW OR OTHERWISE DUE TO ANY DEFECTS, ERRORS,
MALFUNCTIONS OR INTERRUPTIONS OF SERVICE TO GALILEO
SERVICES OR THE SOFTWARE, INCLUDING ANY LIABILITY,
OBLIGATION, RIGHT, CLAIM OR REMEDY IN TORT OR FOR LOSS OF
REVENUE OR PROFIT OR A NY OTHER DIRECT, INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.
F. EACH PARTY ACKNOWLEDGES THAT, IN ENTERING INTO THIS
AGREEMENT, IT DOES NOT DO SO ON THE BASIS OF, AND DOES
NOT RELY ON, ANY REPRESENTATION, WARRANTY OR OTHER
PROVISION EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
22. EXPENSES
Vendor shall be liable for an agrees to reimburse Galileo for
all attorneys' fees and court costs and related costs incurred
by Galileo to enforce this Agreement or to seek remedies for
breach of this Agreement by Vendor.
23. GOVERNING LAW
This Agreement and all disputes arising under or in connection
with this Agreement, including actions in tort, shall be
governed by the internal laws of the State or Illinois without
regard to its conflicts of laws principles. All actions
brought to enforce or arising out of this Agreement shall be
brought in federal or state courts located within the County
of ▇▇▇▇, State of Illinois, Vendor hereby consenting to
personal jurisdiction and venue therein. Galileo shall be
entitled to take such steps as it may consider necessary or
desirable in order to enforce any judgment or order against
Vendor with respect to this Agreement in any jurisdiction
where Vendor trades or has assets.
24. NOTICES
All notices, requests, demands or other communications given
or required hereunder shall be in writing in the English
language and shall be sent by first class mail, registered or
certified mail, postage prepaid, or by overnight or express
mail, facsimile or telex to the relevant party at its address
as set forth below or to such other address as such party
shall designate in writing for that purpose.
If to Galileo: If to Vendor:
Galileo International Corporate Travel Link, Inc.
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Attn: COVZL - Contract Notices Attn: __________________
Notice sent via electronic means (e.g., telex, facsimile)
shall be effective immediately if sent on a business day prior
to 5:00 p.m. local time of the recipient. All other notices
shall be effective the first business day after transmission.
25. NON-ENGLISH VERSIONS
If any non-English versions of this Agreement are created,
then in the event of a conflict between this English version
and any non-English version, this English version shall
prevail.
26. ENTIRE AGREEMENT
A. This Agreement, including Attachment A, constitutes the
entire agreement and understanding of the parties on the
subject matter hereof, and, as of the effective date,
supersedes all prior agreements, whether written or oral,
between the parties concerning the subject matter hereof,
excluding amounts due Galileo or any of its predecessors
that may have accrued under a prior agreement between the
parties. Any such prior amounts due shall be deemed an
obligation of this Agreement for which all provisions
herein shall apply.
B. This Agreement may be modified only by further written
agreement signed by all of the parties to this Agreement,
except as otherwise expressly provided herein.
IN WITNESS WHEREOF, Vendor and Galileo have executed this Agreement
as of the day and year first above written.
CORPORATE TRAVEL LINK, INC. GALILEO INTERNATIONAL
PARTNERSHIP
By ___________________________ By ____________________________
Name _Joseph ▇▇▇▇▇▇▇ Name ____Michael G. Foliot_____
Title _President______________ Title __Sr. Vice President_____
Date __August 4, 1995_________ Date ______August 28, 1995____
ATTACHMENT A GALILEO CONTRACT NO. 33566
GALILEO SERVICES DISPLAY
AND RESERVATIONS AGREEMENT
1. Travel-Related Amenities include:
Limousine/Sedan
Chauffeured Transportation
2. Vendor confirmation response period shall be three (3) hours.
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FEE SCHEDULE
1. Vendor agrees to pay Galileo the following fees under the
terms described in the above Agreement and as st forth in this
Attachment A:
A. Monthly booking fees of $1.00 USD for each Gross
Reservation processed through Galileo Services; or
B. The following monthly minimum charges for each calendar
month after the beginning of the term of this
Agreement:
Months Minimum Charge
1 through 24 $1,000.00 USD
25 and each month $1,000.00 USD until renegotiated
thereafter between the parties
whichever calculation results in the greater amount on a
month-by-month basis.
2. Vendor shall be invoiced monthly and shall remit to Galileo
the greater amount based on the following:
A. Monthly booking fees: (booking fee as specified in
paragraph 1.A above multiplied by number of Gross
Reservations); or
B. The monthly minimum charge as noted on invoice.
All calculation to determine the amount of Vendor's monthly
invoice shall be based solely on Galileo's records.
3. All payments required under this Agreement are due within
thirty (30) days from date of invoice. Payments not made
within thirty (30) days from date of invoice shall bear
interest from the date of invoice at the rate of one and one-
half (1 1/2) percent per month compounded, or the maximum rate
permitted by law, whichever is less.
