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Exhibit 10.28
AGREEMENT FOR TELECOMMUNICATIONS SERVICES
THIS AGREEMENT is made with effect from the Effective Date
BETWEEN: Societe Internationale de Telecommunications Aeronautiques, a Belgian
cooperative corporation with its registered office at 00, xxxxxx Xxxxx Xxxxxxx,
0000 Xxxxxxxx, Xxxxxxx and registered with the Registry of Companies of Brussels
under the number B 217.548 (hereinafter referred to as "SITA");
AND: The Galileo International Partnership, having offices at 0000 Xxxxx
Xxxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as "Galileo")
1. Introduction
1.1 Galileo is a member of SITA and presently takes telecommunications
services from SITA.
1.2 The purpose of this Agreement is to set out the terms and conditions
applicable to the supply by SITA to Galileo of Galileo's requirements for
telecommunications services as more particularly described in Part One of
the Exhibit.
1.3 The service consisting of the supply of such requirements is referred to
in this Agreement as "Services".
1.4 Additional terms and conditions applicable to the supply of Services are
set out in Part Three of the Exhibit.
2. Effective Date and Term
2.1 This Agreement has effect as from the first day of January 1996 (the
"Effective Date").
2.2 Subject to paragraph A.1 of Part Three of the Exhibit, the initial term of
this Agreement is three (3) years from the Effective Date. This Agreement
is automatically extended for successive terms each of one (1) year,
unless a party notifies the other, in writing, of its intention not to
extend this Agreement, at least three (3) months before the end of the
then current term.
3. Services
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3.1 SITA shall provide Services in accordance with its obligations to Galileo
as a Member of SITA pursuant to the TEL 1/2 Agreement concluded between
Galileo and SITA, as it is modified by this Agreement, and as provided in
paragraph 8.1.
3.2 In particular, SITA shall:
(a) on behalf of Galileo, order, pay for, and administer the continued
provision of, local circuits from the relevant Post, Telephone and
Telegraph utility ("PTT") responsible for providing them, monitor
the installation of such circuits, and order and monitor the
installation of modems where such installation by SITA is
prohibited;
(b) install and maintain SITA modems, except as provided in paragraph
3.2(a); and
(c) provide such assistance as Galileo may reasonably require in
connecting Galileo's sites to SITA service centers and in testing
the operation of such local links and of the Services generally.
4. Charges
4.1 In consideration of the supply of Services by SITA to Galileo, Galileo
shall pay to SITA the charges set out in Part Two of the Exhibit, instead
of the amounts which would otherwise be payable for the provision of
Services under SITA's Schedule of Charges in effect from time to time
("SOC").
4.2 Amounts payable by Galileo pursuant to paragraph 4.1 are referred to in
this Agreement as "Charges".
4.3 Charges are payable in United States dollars.
4.4 Charges payable pursuant to this Agreement do not include any country,
state, departmental, city, local or other taxes, duties or imposts however
designated. Galileo shall bear the ultimate cost of, and SITA shall
invoice Galileo for, any such taxes paid or payable by SITA with respect
to Services, irrespective of the country in which, or the authority to
which, such taxes are paid or payable. SITA will provide backup for taxes
invoiced to Galileo at the time of billing. SITA will provide any
paperwork reasonably requested by Galileo should Galileo have a dispute
with the local taxing authority, in order to make a legitimate claim for
refund, at Galileo's cost.
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4.5 SITA may modify Charges payable pursuant to paragraph 4.1 at the end of
the initial three-year term of this Agreement, and annually thereafter,
upon four (4) months' notice to Galileo.
5. Billing
5.1 SITA shall include in its invoices currently delivered to Galileo for
services as referred to in paragraph 1.1, amounts payable for Services
rendered under this Agreement, including any amounts payable pursuant to
paragraph 3.2(a).
6. Confidentiality
6.1 The subject matter of this Agreement is confidential, and neither party
shall, without the prior written consent of the other party, disclose the
contents of this Agreement except to such of its employees as need to know
its contents and who are parties to a written agreement prohibiting the
disclosure of such confidential information, or as required by law.
6.2 Either party may announce the fact and time of having concluded this
Agreement, without including any of its specific terms.
7. Liability
7.1 Neither party shall be liable to the other, and each party hereby waives
and releases any claims against the other party, for any special,
incidental, punitive or consequential damages, including without
limitation lost revenues, lost profit or loss of prospective economic
advantage, arising from performance or failure to perform under this
Agreement.
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8. Miscellaneous
8.1 Except to the extent that its terms may be inconsistent with this
Agreement (in which case this Agreement prevails), SITA's TEL 1/2 contract
governing the supply of its services to its members applies to the
Services.
8.2 This Agreement constitutes the entire agreement of the parties with
respect to Services and supersedes any and all prior or contemporaneous
proposals, agreements and negotiations, whether written or oral, with
respect thereto except as referenced herein in Part Three, item 6., the
CPE-AM Service Agreement of March 23, 1994, and the section titled
"Article 6: Performance and Reliability Norms" located in the
Telecommunications Agreement (MDNS) dated February 28, 1992. This
Agreement may be modified only by the written agreement of the parties.
8.3 Either party may assign its interest in this Agreement with the prior
written consent of the other party, which shall not be unreasonably
withheld. However, either party may assign its interest in this Agreement
to a successor to its business or affiliate without prior written consent
provided, in the case of a purported assignment by Galileo, that the
assignee is, or is entitled to become and becomes, a member of SITA.
IN WITNESS WHEREOF each party has executed this Agreement
Societe Internationale de Telecommunications The Galileo International
Aeronautiques Partnership
By: /s/ By: /s/
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Title: VP & General Manager Title: President
North American Region
Date: April 25, 1996 Date: April 22, 1996
