EXHIBIT 10.12
WORLDSPAN CAR RENTAL ASSOCIATE
RESERVATION AGREEMENT
THIS WORLDSPAN Car Rental Associate Reservation Agreement ("Agreement")
effective as
of 22 June , 1995 between WORLDSPAN, L. P., a Delaware limited
partnership, having its
principal place of business at 000 Xxxxxxxx Xxxxxxx, X.X., Xxxxxxx, Xxxxxxx
00000
("WORLDSPAN") and Corporate Travel Link, Incorporated. ("Associate").
WORLDSPAN provides computerized reservation systems with related data
processing
facilities.
Associate owns, operates and/or represents car rental locations.
WORLDSPAN offers its computerized reservation systems and services to
travel agents and
other entities for the purpose of facilitating the transaction of travel
related business.
WORLDSPAN is prepared to provide to Associate the car rental booking
services available
through its computerized reservation systems for the booking of car
reservations at locations owned,
operated or otherwise represented by Associate.
Associate desires to participate in the WORLDSPAN systems for the
purpose of facilitating the
sale of Associate's services to travel agents and other entities.
NOW THEREFORE, in consideration of the mutual agreements hereinafter
set forth,
WORLDSPAN and Associate agree as follows:
1. DEFINITIONS
1.1 The capitalized terms used in this
Agreement and any associated supplement
or addendum to this Agreement shall have the meanings set
forth below:
ABACUS - Shall mean ABACUS Distribution Systems, PTE, Ltd.,
a CRS company
authorized to sell and service a WORLDSPAN System in IATA
Traffic Conference
3.
AccessPLUS - Shall mean supplemental services provided by
WORLDSPAN to
permit enhanced connectivity between the WORLDSPAN System
and Associate
System.
1. DEFINITIONS (Cont.)
ARINC - Shall mean Aeronautical Radio, Inc.
Associate Location - Shall mean any location where cars
and other vehicles may be
rented that is owned, operated, licensed or represented by
Associate.
Associate System - Shall mean Associate's automated
reservations system.
Booking - A confirmed reservation for a car or other vehicle
to be rented at an
Associate Location, regardless of the number of days
requested or created in the
itinerary portion of the customer's passenger name record
under the control of a
WORLDSPAN User. For example, one car rental at an Associate
Location shall be
counted as one Booking. Multiple car rentals within the
same PNR constitute
multiple Bookings.
Cancellation - Shall mean only those Bookings canceled by a
WORLDSPAN User,
prior to check-in, through the WORLDSPAN System in which
the Booking was
originally made.
Confidential Information - Shall mean proprietary
information, data, drawings,
specifications, documentation, manuals, plans, and other
materials marked as
"Confidential", "Sensitive", or "Proprietary", except:
(I) information known to the
receiving party prior to disclosure; (ii) information
developed by the receiving party
independent of any confidential materials provided by the
disclosing party, or; (iii)
information which is widely known or publicly available in
the relevant trade or
industry.
CRS - Shall mean a computerized reservation system
(sometimes called a global
distribution system) as used by travel agents and other
entities that market or sell
travel related products and services. A CRS collects,
stores, processes, displays and
distributes information concerning air and ground
transportation, lodging and other
travel related goods and services and enables its users
and other users to: (I) inquire
about, reserve or otherwise confirm the availability of such
goods and services
and/or (ii) issue tickets to permit the purchase or use of
such goods and services.
GRS - Shall mean Global Reference System, a static display
contained in the
WORLDSPAN System which Associate may use to communicate
information to
WORLDSPAN Users (sometimes referred to as "Direct Reference
System" or "DRS").
1. DEFINITIONS (Cont.)
IATA - Shall mean the International Air Transport Association.
Net Bookings - Shall mean the total of Bookings, minus
Cancellations, during a
given period.
PNR - Shall mean a passenger name record created in the
WORLDSPAN System.
SITA - Shall mean Societe Internationale de
Telecommunications Aeronautiques.
WORLDSPAN User - Shall mean a person or entity which
utilizes the
WORLDSPAN System, directly or indirectly, to make car
rental reservations.
WORLDSPAN System - Shall mean any CRS provided by WORLDSPAN,
regardless of the facilities employed to permit access
to such system.
2. RESPONSIBILITIES OF ASSOCIATE
A. Associate will at its own cost provide through
Associate System its car or
other vehicle reservations services and such other services
as may be mutually
agreed upon through the WORLDSPAN System in a uniform manner
to all
WORLDSPAN Users. If Associate participates in other CRS's,
Associate will
provide services and service levels to the WORLDSPAN System
and WORLDSPAN
Users which are at least equal to the services and service
levels provided to any such
other CRS and its users including, but not limited to,
communications methods and
methods of access to the Associate System, except for
methods not permitted due to
technical limitations in the WORLDSPAN System.
B. Associate shall be responsible for all costs
incurred in marketing its services
to WORLDSPAN Users, except for the initial publicity and
system briefing to such
WORLDSPAN Users which will be the responsibility of WORLDSPAN.
C. Unless otherwise specifically provided herein,
Associate may use the
facilities of ARINC, SITA or other mutually agreed upon
communication network,
to send and receive reservation information transmitted
between the WORLDSPAN
System and the Associate System. Associate shall be solely
responsible for any costs
it may incur in the use of the ARINC, SITA or other networks
or any
communications facilities and/or equipment necessary to
communicate with the
WORLDSPAN System.
2. RESPONSIBILITIES OF ASSOCIATE (Cont.)
D. Associate shall maintain, via CRT entry or other
mutually agreed upon
facility, a current, accurate availability status for car or
other vehicle rentals
maintained in the WORLDSPAN System, so the availability
status reflected in the
WORLDSPAN System will be the same as the availability
status reflected in the
Associate System. Associate agrees to honor, or cause to
be honored, all Bookings
made through the WORLDSPAN System for as long as the
availability status in the
WORLDSPAN System remains in an "open" or "sell" category.
Associate shall
obtain comparable alternate rentals for customers for whom a Booking has been
made by a WORLDSPAN User and the rented vehicle is unavailable. In the event
that the cost to the customer of the comparable rental exceeds the amount
that the
customer would have paid Associate, then Associate shall promptly pay to such
customer an amount equal to the additional cost incurred by such customer in
securing the alternate rental services.
E. Associate shall, via CRT entry or as mutually agreed, create and update, as
applicable, company, location and city policy information pages in the
WORLDSPAN System. The content and format of the information contained on
these pages shall be determined by WORLDSPAN. Associate shall, at a minimum,
provide the following information with respect to its policies and information
on:
corporate and sales contacts, corporate rate policies, government rate policies,
insurance policies and driver qualification policies. Associate shall, at a
minimum,
also provide the following information with respect to its Associate Location
policies
and information on: age restrictions, collision damage waiver, credit card
information for guarantee and deposits, drop off charges, refueling
requirements,
business hours, all applicable insurance policies, makes associated with
vehicle code,
personal accident insurance, telephone
number of rental location, acceptable forms of payment, all applicable tax
information and driver's license requirements. Associate shall promptly
input this
car rental detail information and all information pertinent to their doing
business into
the WORLDSPAN System.
F. Associate will process Booking messages at a level at least equal to the
service level provided to any other CRS, and its subscribers or users, in which
Associate participates.
2. RESPONSIBILITIES OF ASSOCIATE (Cont.)
G. Associate shall update all car rental and vehicle rates via CRT entry or as
mutually agreed. Associate guarantees the rate sold to a customer at the time
the
Booking is created. Associate agrees to correct any inaccurate rate included
in the
WORLDSPAN System within twenty-four (24) hours of notice of such inaccuracy.
In the event that a Booking is made on a "request" basis and when Associate's
acceptance of said Booking is subject to a rate greater than the rate advised
to the
WORLDSPAN User through the WORLDSPAN System, then Associate shall advise
the WORLDSPAN User of the rate through a special message field in the PNR or
otherwise as appropriate.
H. Associate agrees to append a confirmation number to each Booking. Such
confirmation number will be transmitted by Associate to WORLDSPAN Users as
follows:
1) If Bookings are received on a normal queue basis where
transmission is wholly within the WORLDSPAN System, the confirmation
number will be transmitted after "end transaction" within four (4) hours of
receipt of each Booking made during normal business hours, i.e., 8:30 a.m.
through 5:00 p.m. local time of Associate's offices, Monday through Friday.
Confirmation numbers for Bookings received after 5:00 p.m. or on weekends
shall be transmitted during the first four (4) business hours of the next
business day.
2) If Bookings are received via ARINC, SITA or similar third
party, where transmission is via a shared data communications network, the
confirmation number will be transmitted after "end transaction" and within
one (1) hour of receipt of each Booking. WORLDSPAN agrees that
performance of this obligation may be delayed at times when transmission
delays occur over ARINC, SITA or similar third party communication
network which delays are not within the control of Associate.
3) If Bookings are received through WORLDSPAN's
AccessPLUS via a direct and dedicated communications line or other
mutually agreed upon communications network that provides interactive
transmissions, the confirmation number will be transmitted before "end
transaction" and within seven (7) seconds of receipt of each Booking.
2. RESPONSIBILITIES OF ASSOCIATE (Cont.)
I. Associate shall be solely responsible for forwarding to rental locations
through the Associate System "sell", "request" and "cancel" messages received
from
the WORLDSPAN System. Associate shall be solely responsible for sending written
confirmation of reservations upon request for same.
J. Associate shall reasonably cooperate with WORLDSPAN to secure any
governmental approvals or exemptions necessary to put this Agreement and any and
all parts thereof into effect, and shall assist WORLDSPAN to maintain such
approvals once received.
K. To permit Associate services and updated information to be provided to
WORLDSPAN Users, Associate will either: (I) lease from WORLDSPAN at
WORLDSPAN's then current monthly charges, a sufficient number of
WORLDSPAN terminals; or (ii) arrange for dial-in access to the WORLDSPAN
System through WORLDSPAN licensed software programs and access agreements;
or (iii) secure WORLDSPAN's prior written approval and certification of
Associate's
own software and/or hardware to enable Associate to access the WORLDSPAN
System.
L. Associate shall cooperate with WORLDSPAN in efforts to improve the
quantity and quality of those services provided to WORLDSPAN Users, especially
those related to the dissemination of more complete, accurate, and current data
pertaining to Associate services. Associate also agrees to assist WORLDSPAN in
expanding and maintaining information concerning Associate services in the
WORLDSPAN System, including the direct updating of Associate data by Associate
personnel through WORLDSPAN terminals and/or by other means as mutually
agreed.
M. Associate will have allocated space in GRS to communicate any reasonable
information. Associate shall, at a minimum, promptly provide basic booking
policy
and procedure information in a succinct and easily readable format. Associate
shall
be responsible for, and assumes all liability with respect to, the entry,
updating and
accuracy of this information in GRS as well as information otherwise provided by
Associate pursuant to this Agreement. Information entered into GRS
2. RESPONSIBILITIES OF ASSOCIATE (Cont.)
M. (Continued)
which WORLDSPAN in its sole discretion determines to be inappropriate,
misleading, or defamatory, may be deleted by WORLDSPAN from GRS, without
liability, upon notice to Associate. Associate shall at all times comply with
WORLDSPAN's GRS keyword indexing scheme.
N. Associate warrants that it shall not knowingly cause transactions made,
initiated, derived, solicited, or prompted through the WORLDSPAN System to be
finalized in any manner outside the WORLDSPAN System.
O. Associate warrants that it has the authority to transact the Bookings on
behalf
of each Associate Location included in the WORLDSPAN System and guarantees
payment of all fees and charges due pursuant to this Agreement, regardless of
whether Associate owns, manages, controls, represents, or franchises any such
Associate Location. On behalf of Associate Locations, Associate guarantees the
performance of all Associate obligations included in this Agreement.
P. Associate agrees that it will not discriminate against or disfavor in any
manner whatsoever any WORLDSPAN User on account of that User's selection,
possession or use of the WORLDSPAN System.
Q. Associate agrees promptly to pay WORLDSPAN all amounts due pursuant
to this Agreement, and all agreements, supplements, addenda, schedules and
exhibits
now or hereafter completed pursuant to this Agreement, without deduction,
set-off,
or counterclaim.
R. The use of the WORLDSPAN international communications network is
restricted to WORLDSPAN business by various international government
regulations and agreements, and said network shall not be utilized by
Associate to
conduct any third party communications traffic. "Third party communications
traffic", for purposes of this subsection, includes the use of the WORLDSPAN
international network to communicate with others in any manner, including but
not
limited to direct message transmission or depositing of information in the
WORLDSPAN computer center for the purpose of communication with others,
which communications do not pertain to WORLDSPAN business. WORLDSPAN
shall have the right to terminate this Agreement in the event Associate
contravenes
the foregoing restrictions or WORLDSPAN is required by any governmental
authority having jurisdiction thereof to cease handling Associate's messages or
communications, and WORLDSPAN shall not be liable for any damages of any
nature whatsoever incurred by Associate due to such
2. RESPONSIBILITIES OF ASSOCIATE (Cont.)
R. (Continued)
termination and Associate hereby releases, discharges and agrees to
indemnify and save harmless WORLDSPAN, its partners, affiliates, directors,
officers, agents and employees from and against any and all claims or actions
of any
nature whatsoever arising out of or attributable to any such termination,
including
but not limited to any penalties or fines imposed upon WORLDSPAN as a result of
such third party communications traffic.
3. RESPONSIBILITIES OF WORLDSPAN
A. WORLDSPAN will provide WORLDSPAN Users with displays of
Associate's car or vehicle rental locations, including car or vehicle
availability, rate
information.
B. WORLDSPAN shall include Associate's rental locations in the
WORLDSPAN System to enable responses to WORLDSPAN Users requesting
information and desiring to make Bookings on such rental cars or vehicles.
C. WORLDSPAN will identify all transactions transmitted to Associate which
were booked by WORLDSPAN Users through a unique identification code which
identifies the individual WORLDSPAN User location from which the transaction
originated. The manner of identification and identification codes used will
be as
defined by WORLDSPAN. Upon request, WORLDSPAN will provide Associate
with a list of such WORLDSPAN Users and identification codes for the limited
purposes of promoting reservations of car and vehicle rentals through the
WORLDSPAN System, to validate WORLDSPAN invoices and to facilitate
Associate's business transactions with WORLDSPAN Users.
D. Prior to the last day of each month, WORLDSPAN will supply Associate
with a report showing Bookings at each Associate Location for the preceding
month
by individual WORLDSPAN User.
E. WORLDSPAN shall provide reasonable information to Associate to
substantiate the charges to Associate pursuant to this Agreement.
F. WORLDSPAN shall maintain one or more facilities for the purpose of
responding to Associate's questions concerning the operation of, or any data
within,
the WORLDSPAN System.
3. RESPONSIBILITIES OF WORLDSPAN (Cont.)
G. WORLDSPAN retains the right to enhance or modify, in whole or in part, the
WORLDSPAN System at its discretion. Any enhancement or modification of the
WORLDSPAN System will be offered to other similar participants on a non-
discriminatory basis; provided, however, that technical, equipment or human
resource limitations may make it impractical or not feasible for WORLDSPAN to
implement an enhancement or modification at the same time for all associates. In
such case, WORLDSPAN will determine the order of implementation in its sole
discretion. The foregoing shall include, but is not limited to, the right of
WORLDSPAN to migrate or include Associate, other WORLDSPAN participants
and WORLDSPAN Users to any new WORLDSPAN System. Nothing herein shall
be construed to require WORLDSPAN to develop or utilize any additional CRS.
H. WORLDSPAN will not knowingly take action (or fail to take action) to
preclude or in any way impair, other than inconsequentially, the ability of
WORLDSPAN Users to book reservations through the WORLDSPAN System.
4. SERVICE LEVEL
Associate shall participate in (check one and initial):
X a. Manual Queue or Teletype Bookings
b AccessPLUS (if Associates chooses to participate in
AccessPLUS, then Associate must execute and deliver
an AccessPLUS Addendum to this Agreement.
5. TERM
This Agreement shall become effective as of the date the Agreement is executed
on behalf
of WORLDSPAN and shall continue in full force and effect for an Initial Term
of one (1)
year and, thereafter until terminated by either party at the end of the Initial
Term or any time
thereafter upon not less than thirty (30) days prior written notice to the
other, or until
otherwise terminated pursuant to the terms of this Agreement.
6. FEES
A. Associate shall pay a fee of Three Dollars and Fifty Five Cents ($3.55) per
Net Booking recorded in the WORLDSPAN System, provided that Associate shall
pay WORLDSPAN each month an amount equal to the fees for one hundred (100)
Net Bookings, regardless of the number of Net Bookings
actually recorded.
B. For the purposes of calculating the fees due
hereunder, such fees shall not
become due until the applicable rental date as recorded
in the WORLDSPAN
System.
C. WORLDSPAN shall submit monthly invoices covering
the fees earned
hereunder for that month and such invoices shall be due
and payable by Associate
within thirty (30) days of the date of each such invoice.
WORLDSPAN may impose
a late payment fee at the rate of one percent (1%) per
month for any amount more
than fifteen (15) days overdue. All payments shall be in
U.S. currency.
D. Following the expiration of the Initial Term, fees charged to Associate
pursuant to this Agreement may be increased upon not less than thirty (30) days
notice.
E. WORLDSPAN reserves the right to separately charge for any service which
it currently provides without separate charge including, but not limited to,
additional
GRS pages or future enhancements regarding credit card authorization.
The services
which Associate receives without separate charge from time
to time shall be referred
to as "Additional Services." In the event that WORLDSPAN
decides to separately
charge for any Additional Service, WORLDSPAN shall give not
less than sixty (60)
days' prior written notice to Associate of its decision to
charge for such service. If
Associate elects not to participate in such Additional
Services, Associate shall notify
WORLDSPAN at least ten (10) days prior to the effective date
of the separate charge
for such Additional Service, and WORLDSPAN shall have no
obligation to provide
such Additional Service to Associate after such effective
date.
F. Any charge for any Additional Service hereinafter
imposed may be modified
by WORLDSPAN at its discretion on not less than thirty (30)
days' prior written
notice. In the event that Associate elects in its sole
discretion that it does not desire
to pay such modified charge, then Associate shall notify
WORLDSPAN of such
election at least ten (10) days prior to the effective date
of such modification, and
WORLDSPAN shall not be obligated to provide such
Additional Service to
Associate after such effective date.
7. OTHER SYSTEMS
Associate acknowledges that users of the ABACUS CRS and
other third parties utilizing
or marketing the WORLDSPAN System may be allowed access to
Associate information
in the WORLDSPAN System and allowed to transact Bookings.
Associate consents to
such access and agrees to pay for such Bookings and otherwise
treat such Bookings as
if received from a WORLDSPAN User.
8. TAXES
In addition to any other charges set forth herein, Associate shall
pay to WORLDSPAN or
reimburse WORLDSPAN, as appropriate, all sales, use, excise, or other
similar taxes now
or hereafter imposed by any federal, state or local taxing authority
on amounts paid to
WORLDSPAN by Associate.
Notwithstanding the foregoing, Associate shall not, in any event,
be responsible for any
taxes payable on WORLDSPAN's net income or taxes in lieu of net
income taxes, or for
charges imposed on WORLDSPAN for the privilege of doing business.
9. INDEMNIFICATION
A. Each party shall indemnify, defend and hold
harmless the other party, its
directors, officers, employees and agents, from all
liabilities, damages and expenses
and claims for damages, suits, proceedings, recoveries,
judgments or executions
(including, but not limited to litigation costs and
expenses and reasonable attorneys'
fees) arising out of or in connection with any claim that
the use of the indemnifying
party's system or data (including, without limitation,
software) by the other party
infringes any third party patent, copyright, trademark or
other property right.
B. Associate shall defend, indemnify and hold harmless
WORLDSPAN, its
partners, affiliates, officers, directors, employees and
agents from and against all
liabilities, suits, costs, damages and claims (including
litigation costs, expenses and
reasonable attorney's fees) which may be suffered by,
accrued against, charged to or
recoverable from WORLDSPAN, its partners, affiliates,
officers, directors,
employees or agents by reason of or in connection with
Associates performance or
failure to perform, or improper performance of any of its
obligations under this
Agreement.
10. DISCLAIMER
A. WORLDSPAN DISCLAIMS AND ASSOCIATE HEREBY WAIVES ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR INTENDED USE, OR ANY LIABILITY IN
NEGLIGENCE TORT, STRICT LIABILITY OR OTHERWISE, WITH RESPECT
TO THE WORLDSPAN SYSTEM OR FOR EQUIPMENT, DATA OR SERVICES
FURNISHED HEREUNDER. ASSOCIATE AGREES THAT WORLDSPAN
SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES UNDER ANY
CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOSS OF
REVENUES, EVEN IF ADVISED OF THE RISK OF SUCH DAMAGES IN
ADVANCE.
B. WORLDSPAN shall have no responsibility or liability
to Associate and/or
any car or Associate Location due to the failure of any
WORLDSPAN User or
customer of any such WORLDSPAN User to remit to Associate
or any Associate
Location for sales made or any other dispute relating to
the arrangement between
Associate and/or any Associate Location and such WORLDSPAN
User or any such
customer of such WORLDSPAN User.
11. FORCE MAJEURE
Except for Associate's obligation to make payments hereunder, neither
party will be deemed
in default of this Agreement as a result of a failure to perform its
obligations caused by acts
of God or governmental authority, strikes or labor disputes, fires,
acts of war, failure of third
party suppliers, or for any other cause beyond the control of the
party. WORLDSPAN shall
not be liable to Associate nor any Associate Locations, nor deemed to
be in default of this
Agreement, on account of any delays, errors, malfunctions or
breakdowns with respect to
the WORLDSPAN System, equipment, data or services provided hereunder
unless such
delay, error, malfunction or breakdown results solely from the gross
negligence or willful
misconduct of WORLDSPAN.
12. CONFIDENTIAL INFORMATION
A. Confidential Information disclosed by one party to
another, including but not
limited to the list of WORLDSPAN Users provided Associate
pursuant to Section
3.C. hereof, are for the exclusive use of the receiving
party and shall not be
disclosed or made available to any other person, firm,
corporation, or governmental
entity in any form or manner whatsoever; provided, however,
that in the event
information, materials, or documentation covered by this
Agreement are subpoenaed
or
12. CONFIDENTIAL INFORMATION (Cont.)
A. (Continued)
otherwise requested or demanded by any court or
overnmental authority, the
receiving party shall give prompt notice to the disclosing
party prior to furnishing the
same and shall exercise its best efforts, in cooperation
with, and at the expense of the
disclosing party, to quash or limit such request, demand
and/or subpoena. The
covenants set forth in this Section shall survive
indefinitely the termination or
cancellation of this Agreement.
B. Title and full and complete ownership rights to
all WORLDSPAN owned or
developed software contained in the WORLDSPAN System or
used by
WORLDSPAN in the performance of this Agreement shall
remain with
WORLDSPAN. Associate understands and agrees that
WORLDSPAN's owned or
developed software is WORLDSPAN's trade secret and
proprietary information
whether any portion thereof is or may be copyrighted or
patented.
13. SYSTEM OPERATING STANDARDS
Associate will use equipment leased from WORLDSPAN, if applicable,
and the
WORLDSPAN System only as follows:
A. Associate will take all reasonable precautions
to prevent unauthorized and
improper use and operation of the equipment and the
WORLDSPAN System.
Misuse of the WORLDSPAN System or equipment shall include,
but is not limited
to, speculative booking or reservation of space in
anticipation of demand,
interference with WORLDSPAN's operations or systems, or
improper access.
Associate's improper use of the WORLDSPAN System or
equipment will be
considered a material breach of the Agreement, and WORLDSPAN
will have the
right to deny or suspend Associate's access to the WORLDSPAN
System
immediately without notice or liability to Associate.
B. Associate will not use the WORLDSPAN System or any
data or information
from the WORLDSPAN System to develop or publish any
reservation, rate, or tariff
guide. Associate will not publish, disclose or otherwise
make available to any third
party the compilations of data from or through the WORLDSPAN
System.
C. Associate will protect any of WORLDSPAN's equipment,
software and
training materials provided to Associate from loss, theft,
and damage and will return
them to WORLDSPAN at the termination of this Agreement in
13. SYSTEM OPERATING STANDARDS (Cont.)
C. (Continued)
good condition and repair. Associate is responsible
for any loss, damage, or
theft of WORLDSPAN equipment or software. If Associate leases
equipment from WORLDSPAN, Associate will insure the
equipment in the
amount provided in Schedule A of its WORLDSPAN Car Rental
Associate
Equipment and Software Addendum, with companies and on terms
and conditions
acceptable to WORLDSPAN. Associate will provide WORLDSPAN
with not less
than thirty (30) days' advance written notice of any change
to said insurance.
Associate will provide WORLDSPAN with evidence of said
insurance upon request.
14. ASSIGNMENT
Associate shall not sell, assign, license, sub-license or
otherwise convey in whole or in
part to any third party this Agreement or the services provided
hereunder without the
prior written consent of WORLDSPAN, which consent shall not be
unreasonably
withheld.
15. NON-EXCLUSIVITY
This is a non-exclusive Agreement and that similar Agreements may be
entered into by
either party with any other person.
16. APPLICABLE LAW
This Agreement shall be governed by, construed and enforced
according to the laws of
the State of Georgia and of the United States of America, without
regard to its conflict
of laws and rules. Each party hereby consents to the
non-exclusive jurisdiction of the
courts of the State of Georgia and United States Federal Courts
located in Georgia to
resolve any dispute arising out of this Agreement.
17. TERMINATION
A. If Associate fails to timely make any payment
required pursuant to this
Agreement and such failure continues for five (5) business
days after written notice
by WORLDSPAN, WORLDSPAN may, in its sole discretion, suspend
services to
Associate in whole or in part or terminate this Agreement in
its entirety.
17. TERMINATION (Cont.)
B. Except for Associate's failure to make timely
payment, if either party shall
refuse, neglect or fail to perform, observe or keep any of
the covenants, Agreements,
terms or conditions contained herein on its part to be
performed, observed or kept
and such refusal, neglect or failure shall continue for a
period of thirty (30) days after
written notice, the non-defaulting party shall have the
right, in addition to any other
right or remedy it may have, to terminate this Agreement.
C. If either party petitions for relief under the
Bankruptcy Code of the United
States, or if voluntary bankruptcy proceedings are
instituted by a party under any
federal, state or foreign insolvency laws, or if such a
proceeding is imminent, or if
it is adjudged bankrupt, or if it makes any assignment for
the benefit of its creditors
of all or substantially all of its assets; or if an
involuntary petition is filed or
execution issued against it and not dismissed or satisfied
within thirty (30) days; or
if its interest hereunder passes by operation of law to any
other person, except in case
of merger or acquisition, the other party may, at its option,
terminate this Agreement
by written notice; provided, however, that all monies owed
hereunder prior to the
date of termination shall be immediately due and payable.
18. NOTICES
All notices, requests, demands or other communications hereunder
shall be in writing, hand
delivered, sent by mail, overnight mail, facsimile or teletype and
shall be deemed to have
been given when received at the following addresses:
If to WORLDSPAN:
WORLDSPAN, L. P.
000 Xxxxxxxx Xxxxxxx, XX
Xxxxxxx, Xxxxxxx 00000
X.X.X.
Teletype: ATLMS1P
Facsimile: 404/563-7878
ATTN: Legal Department
18. NOTICES (Cont.)
with a copy to:
WORLDSPAN, L. P.
000 Xxxxxxxx Xxxxxxx, XX
Xxxxxxx, Xxxxxxx 00000
X.X.X.
Teletype: HDQAS1P
Facsimile: 404/563-7268
ATTN: Manager - Car Industry Marketing
If to Associate:
Corporate Travel Link, Incorporated
00 Xxxxxxx Xxxxx Xxxxx
Xxxxx Xxxxxx, Xxx Xxxxxx 00000
Teletype:
Facsimile:
ATTN: Xxxxxx Xxxxxxx - President
Any notice provided by facsimile or teletype which is
received after 4:00 p.m. local time
shall be deemed received the following business day. A party may
change its addresses for
notice on not less than ten (10) days' prior written notice to the
other party.
19. MISCELLANEOUS
A. Nothing in this Agreement is intended or shall be
construed to create or
establish an agency, partnership, or joint venture
relationship between the parties
hereto.
B. Neither party shall make any use of the other
party's corporate name, logo,
trademarks or service marks, except following the owner's
prior written consent,
provided that nothing contained in this provision shall be
construed as preventing
either party from publicizing the existence and general
nature of this Agreement.
C. The captions appearing in this Agreement have been
inserted as a matter of
convenience and in no way define, limit, or enlarge the scope
of this Agreement or
any of the provisions thereof.
19. MISCELLANEOUS (Cont.)
D. No waiver by either party of any one breach of this
Agreement shall
constitute a waiver of any other breach of the same or any
other provision hereof and
no waiver shall be effective unless made in writing. The
right of either party to
require strict performance and observance of any obligations
hereunder shall not be
affected in any way by any previous waiver, forbearance or
course of dealing.
E. This Agreement embodies the entire understanding
of the parties and
supersedes all other prior agreements and understandings
related to the subject
matter hereof, including but not limited to any prior
"WORLDSPAN Car Rental
Reservations Agreement." This Agreement may be modified
only by a further
written agreement signed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this WORLDSPAN Car Rental
Associate
Reservation Agreement to be executed by their duly authorized undersigned
representatives as of
the day and year first above written.
Corporate Travel Link, Inc. WORLDSPAN, L.P.
(Print Company Name)
By: /S/ By: /S/ 7/13/95
(Signature) Xxxxxxx X. Xxxx
Manager - Car Industry Marketing
XXXXXX XXXXXXX
(Print Name)
President
(Print Title)
