{"id":42777,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/services-agreement-getthere-com-and-america-west-airlines-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"services-agreement-getthere-com-and-america-west-airlines-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/services-agreement-getthere-com-and-america-west-airlines-inc.html","title":{"rendered":"Services Agreement – GetThere.com and America West Airlines Inc."},"content":{"rendered":" GETTHERE.COM\n GT SERVICES AGREEMENT\n\n This Agreement is made as of October 13, 1999 (\"Effective Date\") between\nGetThere.com, a California corporation with its principal place of business at\n4045 Campbell Avenue, Menlo Park, CA 94025 (\"GT\") and America West Airlines,\nInc., a Delaware corporation with its principal place of business at 4000 E. Sky\nHarbor Boulevard, Phoenix, AZ 85034 (\"Company\").\n\n Background\n\n GT develops and markets travel-related technology and services for use in\nconnection with the World Wide Web. The GT Reservation System permits customers\nto access real-time ARS and CRS inventory and make travel reservations via the\nWorld Wide Web. Company wishes GT to provide online airline ticket reservation\nand ticketing services, and other ancillary reservation and ticketing services,\nthrough access to the GT Reservation System via screens displaying its logos and\nother Company-specific information.\n\n GT and COMPANY agree as follows:\n\n1. Certain Definitions.\n\n 1.1 \"ARS\" means the EDS Shares Airline Reservations System.\n\n 1.2 \"Booking\" means the creation of a PNR within the database of the\napplicable CRS or ARS and all changes and cancellations relating to such PNR.\n\n 1.3 \"Company Client\" means a customer of Company's that utilizes the\nPrivate Label Site.\n\n 1.4 \"Content\" means the Company specific content as set forth in\nAttachment A (\"Company Content\") delivered by Company to GT for use in the\nPrivate Label Site.\n\n 1.5 \"CRS\" means a computer reservation system other than ARS implemented\nor accessed by the GT Reservation System to process ticket reservation and\npurchasing.\n\n 1.6 \"Data Center\" means the GT facilities where the servers and equipment\nnecessary to host, operate, manage and maintain the Private Label Site and the\nGT Reservation System are located.\n\n 1.7 \"GT Reservation System\" means GT's proprietary booking engine that\nprovides access to ARS or to another CRS in order to make travel reservations\nvia the World Wide Web.\n\n 1.8 \"PNR\" means a single passenger name record (which can include multiple\nnames and segments) containing sufficient information to process a travel\nreservation.\n\n 1.9 \"Private Label Site\" means a set of World Wide Web pages through which\na Company Client may access the GT Reservation System via screens displaying the\nContent.\n\n2. Content and License Rights.\n\n 2.1 GT License. GT grants to Company a world-wide, non-exclusive, non-\ntransferable, non-sublicensable, royalty-free license during the term of this\nAgreement to access, and to permit its employees, contractors, and Company\nClients to access and use the Private Label Site and the GT Reservation System.\nCompany acknowledges GT's proprietary rights set forth in Section 11.1.\n\n[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMMITTED AND FILED SEPARATELY\n WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH\n RESPECT TO THE OMITTED PORTIONS.\n\n 1.\n\n\n \n 2.2 Company License. Company will provide GT with the Content for the\nPrivate Label Site as further described in the SOW (as defined below). Company\ngrants to GT a world-wide, non-exclusive, royalty-free license during the term\nof this Agreement to reproduce, electronically distribute and publicly display\nthe Content delivered to GT by Company only on the Private Label Site in\naccordance with Company's instructions. GT acknowledges that Company owns all\nright, title and interest in and to the Content.\n\n 3. Implementation and Further Updates to Functionality and Performance.\n\n 3.1 Assistance and Coordination. Company will (i) cause EDS to install a\nphysical connection from ARS to the Data Center and provide information with\nrespect thereto reasonably necessary to enable GT to use the connection; (ii)\nfacilitate GT's access to ARS and reasonably available personnel who can assist\nGT in understanding ARS so that GT can develop the code required to communicate\nwith ARS, (iii) perhaps install dedicated lease lines if required between\nCompany and the Data Center for updating Frequent Flyer information as set forth\nin the SOW, and (iv) provide such other items and assistance as may be\nreasonably necessary to enable GT to implement the Private Label Site, as\nexpressly set forth in the SOW (as defined in Section 3.2 below). If after no\nless than twenty one (21) days after the anticipated installation date discussed\nin Section 3.2, such physical connection is not installed, or if GT is unable to\nobtain the specified assistance from Company for a period of twenty-one (21)\nconsecutive days, and GT has used its diligent, good faith efforts to have such\nconnection or lines installed or obtain such access or assistance, and GT has\nkept Company continuously informed regarding its inability to do so, GT will\nhave the right to terminate this Agreement without penalty and with no cause of\naction against Company. In the event of any such termination, GT shall refund to\nCompany [*], [*], or [*] of the License Fee paid by Company if the termination\noccurs in the first, second, or third month respectively during the term of this\nAgreement.\n\n 3.2 Implementation. GT will implement the Private Label Site no later than\nFebruary 15, 2000 (\"Delivery Date\"), in accordance in all material respects with\nthe specifications set forth in the Statement of Work (\"SOW\") contained in\nAttachment B hereto. The Delivery Date shall be extended one day for each day\nafter November 1, 1999 that the ARS physical connection referred to in Section\n3.1 is not installed and shall otherwise be extended to account for delays\nresulting from Company's failure to obtain the access or assistance referred to\nin Section 3.1, or, upon mutual written agreement, to account for other delays\nin the implementation process and changes in the SOW agreed to by the parties.\nImplementation is understood to mean GT's providing Company what GT reasonably\nand in good faith believes to be a fully functional version of the Private Label\nSite that operates in accordance in all material respects with the\nspecifications in the SOW and that is ready to be acceptance tested as set forth\nin Section 3.3 below. Company approval of such tests (and in turn acceptance)\nshall not be unreasonably withheld.\n\n 3.3 Acceptance. Acceptance of the Private Label Site will be deemed to\nhave occurred at the end of fifteen (15) days after the Delivery Date, unless\nprior thereto notice of rejection is communicated by Company to GT in writing.\nCompany may reject the Private Label Site only if it fails in some material\nrespect to meet the specifications in the SOW. If Company properly rejects the\nPrivate Label Site, GT will correct or remedy such nonconformance as soon as\nreasonably possible but in no event in more than thirty days (30) days after\nreceipt of notice of rejection. When it has made the necessary corrections, GT\nwill again deliver the Private Label Site to Company and the\nacceptance\/rejection\/correction provisions above shall be reapplied until the\nPrivate Label Site is accepted or the other remedies are selected, as set forth\nbelow; provided that, as Company's sole remedy for GT's breach of Section 3.2 or\n3.3 Company may, after the second or any subsequent rejection under this Section\n3.3, either (i) with GT's agreement, have the GT Reservation System implemented\nwith another CRS-based system of GT's choice, until such time as GT can\nimplement the GT Reservation System with ARS; (ii) extend the time frame for\nacceptance of the GT Reservation System with ARS; or (iii) terminate this\nAgreement and receive a full refund of all amounts paid, with no further payment\nobligations thereafter to GT. If Company chooses the alternative described in\nclause (i), GT will reimburse Company for the difference, if any, between the\ntransaction fees charged to Company's by the CRS based system and the\ntransaction fees that would have been charged to Company if it had used ARS. The\nCut-Over Date shall be the date Company releases the Private Label Site to\nCompany Clients to perform live Bookings or the date mutually agreed upon by the\nparties but shall occur as soon as possible following the date that the Private\nLabel Site is accepted as provided above. Failure by Company to object or notify\nprior to acceptance will not limit GT's obligations to correct material non-\nconforming conditions later discovered pursuant\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\n WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH\n RESPECT TO THE OMITTED PORTIONS.\n\n 2.\n\n\n \nto this Agreement. The acceptance processes set forth within this Section 3.3\nwill also govern the acceptance procedure for implementation of special features\nset forth in Section 8.3. Notwithstanding anything to the contrary in this\nSection 3.3, GT shall not be deemed to be in breach of Sections 3.2 or 3.3 if\nits failure to perform any obligation provided for herein or therein is a result\nof Company's failure to cause EDS to install the ARS physical connection as\nrequired under Section 3.1, or to perform any of its other obligations under\nSections 3.1, 3.2 or 3.3, in any material respect or of any matter beyond GT's\nreasonable control as specified in Section 13.1.\n\n 3.4 Operation. GT will operate the Private Label Site from and after the\nCut-Over Date in all material respects in accordance with the operational\nspecifications contained in the SOW and the system availability requirements set\nforth in Attachment D.\n\n 3.5 Further Development Obligations. After acceptance of the Private Label\nSite, GT shall have no obligation to perform further development or\ncustomization work except as set forth in this Section 3, Section 10, or as may\nbe required pursuant to Attachment D. Any modifications or updates to the\nPrivate Label Site will be made at the Optional Services Fees set forth in\nExhibit C, subject to this Section 3, Section 10 and Company's right to receive\nsuch modifications or updates free of charge as set forth in this Agreement. GT\nacknowledges and agrees that it is obligated to provide such development or\ncustomization work in accordance with and subject to the procedures set forth in\nthis Section 3 up to [*] hours of development time per contract year, as\nprovided in Attachment C.\n\n 3.6 Upgrades. GT agrees to offer and provide to Company any updates and\nupgrades to the GT Reservation System and related upgrades to the Private Label\nSite that GT creates, licenses or acquires and makes available generally to its\ncomparable customers using comparable GT products and services. All such updates\nand upgrades shall be free of charge unless GT makes such updates or upgrades\ngenerally available to comparable GT customers using comparable GT products and\nservices only at an additional price. GT agrees to make any such update or\nupgrade for which it charges additional prices available to Company at a price\nno greater than the amount Company would pay if it had commissioned such update\nor upgrade as a separate development project under this Agreement. If\nimplementation of such updates or upgrades can be made on Company's behalf only\nfollowing special configuration work by GT because of customized configurations\npreviously adopted by Company, the parties shall agree upon appropriate Optional\nService Fees pursuant to the procedure set forth in Section 3.7 and in\nAttachment C. The provision of any such implementation work by GT may be counted\nas part of the one thousand (1,000) hours of services to be provided by GT at no\ncharge if Company so elects.\n\n 3.7 Project Management and Change Methodology. The parties will use the\nfollowing project management methodology in developing any software under this\nSection 3 specifically for the purpose of operating the Private Label Site,\neither for any changes to the specifications for the initial implementation in\nthe SOW or for any additional projects following the Cut Over Date: (i) project\ndefinition - Company will supply a written description of the proposed project\nor change order and its purpose; (ii) Requirements document - to be developed by\nCompany either alone or with GT personnel; (iii) Cost analysis - within fifteen\n(15) days following receipt of the project definition document and the\nrequirements document (if different), GT will use its reasonable commercial\nefforts to provide Company a detailed written list of all projected project\nfees, costs and expenses, together with an initial description of the necessary\nengineering specifications and development schedule to achieve the project or to\nenact the change order; (iv) Company may then elect to proceed with the project\nfor the price, specifications and schedule agreed upon by the parties; (v) GT\nwill include any such project or projects in its regular releases and in two\nadditional releases each year ; (vi) upon completion of a project (excluding\nchanges to the initial implementation, which is addressed in Sections 3.2 and\n3.3 above), the parties shall conduct acceptance testing and verification for\nthe project in accordance with the written specifications agreed upon by the\nparties or in accordance with the procedures of Section 3.3 above; (vii) only\nupon acceptance pursuant to Section 3 will GT implement the results of the\nproject in the Private Label Site; and (viii) Post Mortem - the parties will\nmeet to discuss issues and improvements that may be designed into development\nprocess for future projects. Nothing in this Section 3.7 will be deemed to\nrequire GT to accept or undertake any project or development effort that it is\nnot required to accept or undertake by another provision of this Agreement.\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\n WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH\n RESPECT TO THE OMITTED PORTIONS.\n\n 3.\n\n\n \n 3.8 New Functionality. GT will obtain Company's approval, which will not\nbe unreasonably withheld, before it integrates any new functionality into the GT\nReservation System or the Private Label Site. GT will provide Company access to\none or more test servers for the purpose of understanding and testing such\nfunctionality. Notwithstanding the foregoing, GT reserves the right to integrate\nany new functionality, modifications or reliability or performance improvements\ninto its basic application without prior approval of Company, so long as such\nmodifications do not adversely affect Company's or Company's Clients' use of the\nGT Reservations System or the Private Label Site.\n\n 3.9 Content Uploads. GT will provide Company with 24X7 access to the\nPrivate Label Site in order to enable Company to modify the Content of the\nPrivate Label Site as Company chooses. Company will be solely responsible for\nthe Content it uploads or modifies. GT will provide password security that will\nenable Company to designate individuals who are allowed to update content. GT\nshall not modify the Content or remove or upload Content from or to the Private\nLabel Site without the prior written consent of Company.\n\n 3.10 Time of Essence. Each party acknowledges that time is of the essence\nin performance of its obligations hereunder.\n\n 3.11 Pooling Development Efforts. GT will invite Company to participate in\nuser groups that GT may create or facilitate among GT's online reservations\ncustomers. GT may facilitate and undertake joint development efforts by similar\nusers where the users agree to share the costs and fees for such joint\ndevelopment efforts. Company may, for a premium price and other terms and\nconditions to be determined on a project-by-project basis, require that any\ndevelopment project funded solely by Company remain licensed or implemented\nsolely for Company. In the event that another GT customer in the same industry\ndesignates a project for its sole use, Company has the right to initiate a\ndevelopment project for the same or equivalent functionality or performance as\nthat implemented for or licensed to the other GT customer on terms and\nconditions agreeable to the parties and for the fees set forth in Attachment C.\nCompany acknowledges that any such development effort would involve code\nindependently developed by GT, that GT would not use any intellectual or other\nproprietary rights owned by or licensed exclusively to such other customer, and\nthat the project would likely be conducted and priced as if GT had not\npreviously undertaken such work.\n\n 3.12 Advertising. Subject to this Section 3.12 and the SOW, GT shall have\nthe sole and exclusive right to procure and display third party advertising on\nthe Private Label Site for [*] of the page views throughout the Site (the\n\"Exclusivity\") during the first two years of the Agreement beginning on the Cut-\nOver Date, and thereafter until such right is terminated as provided below.\nCompany shall provide space on each page of the Site at the location and in the\ndimensions provided in the SOW, and GT shall have the right to display such\nadvertising in the format specified in the SOW. The revenue from all such\nadvertising shall be shared as provided in Attachment C. GT's Exclusivity shall\nterminate six (6) months after it receives written notice from Company (such\ntermination not to be effective before the end of the second full year of the\nAgreement after the Cut-Over Date) that Company has decided not to have any\nadvertising displayed on the Site or has decided that it will procure and\ndisplay all advertising on the Site using its own internal resources and not\nthrough a third party (\"Termination Notice\"). GT's Exclusivity shall also\nterminate thirty (30) days after it receives written notice from Company (such\ntermination not to be effective before the end of the second full year of the\nAgreement after the Cut-Over Date) that Company intends to accept a bona fide\noffer from another party to enter into an agreement with such party pursuant to\nwhich the party would have the sole and exclusive right to procure and display\nthird party advertising on the Site for at least [*] of the page views\nthroughout the Site (\"Third Party Offer Notice\"), unless GT notifies Company in\n ------ \nwriting that it agrees to the revenue sharing and other material terms and\nconditions of the proposed agreement. If it does so agree, it's Exclusivity\nshall continue until it is terminated as provided above or until it receives\nanother Third Party Offer Notice (which will not be given before the end of six\nmonths from the date of the most recent prior Third Party Notice), in which\nevent the same rights and procedures specified above shall apply. Any Third\nParty Offer Notice by Company shall include the advertising revenue sharing and\nother material terms and conditions of the proposed agreement with the third\nparty. Company can reject any such advertising that it reasonably and in good\nfaith deems to be inappropriate, and GT agrees not to display any advertisements\nfor airline competitors of Company.\n\n4. Access.\n\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\n WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH\n RESPECT TO THE OMITTED PORTIONS.\n\n 4.\n\n\n \n 4.1 URL's. Company will assign one or more Universal Resource Locators\n(URL) for the Private Label Site, which GT will promptly implement.\n\n 4.2 Access Equipment. Except as otherwise provided in this Section 4.2 or\nin Section 10.5 or Section 13.1 (regarding matters beyond its reasonable\ncontrol), GT is responsible for all equipment, servers, software and\ncommunications within its Data Centers. GT is not responsible for (i) the ARS\n(except for the interface of the ARS to the GT Reservation System and the\nphysical connection within the Data Centers to the ARS); (ii) the transmission\nto the Data Center of the Content (except for the physical connection within the\nData Centers to the leased lines transmitting the Content); (iii) Company's or\nCompany Client's access to ARS, the Content or any other data supplied by\nCompany or to the Internet; or (iv) any equipment needed by Company or Company\nClients to access the Internet. In the event access to the Private Label Site\nrequires additional communications connections to GT, the Content or other data\nARS or the Internet, Company shall be responsible for the reasonable costs\nassociated with such connections, as set forth in Attachment C. To the extent\nthat provisioning of such access results in GT incurring additional time, cost,\nor expense, GT and Company will agree upon fees due for such implementation.\n\n5. Reports.\n\n 5.1 Database Reports. GT shall provide Company written reports in\nelectronic form no less frequently than once every day detailing PNR\ninformation.\n\n 5.2 Performance Reports. GT shall provide Company written reports in\nelectronic form no less frequently than once every month detailing the\nperformance of the Private Label Site and the GT Reservation System during the\nlast review cycle. Such report shall include summaries of all Company customer\nsupport requests and their resolution, all system down time, both scheduled and\nunscheduled, any errors or non-conformities reported or discovered in the\nPrivate Label Site or the GT Reservation System, any latency, bandwidth,\nequipment, communication or other problems, a status report on all Company\ncurrent development projects, and such other performance characteristics and\nmeasurements as the parties may agree to from time to time.\n\n6. Technical Support. GT shall provide Company with the technical support for\nthe Private Label Site as set forth in Attachment D.\n\n7. Bookings. GT will queue to Company a live PNR via ARS for each Booking made\nthrough the Private Label Site that will serve as confirmation to Company of\neach Booking made through the Private Label Site and will keep records of such\nBookings.\n\n8. Payments.\n\n 8.1 Fees. During the initial and any renewal term of this Agreement\nCompany shall pay GT the Fees set forth in Attachment C. If the Agreement is\nrenewed, GT may increase the Private Label Site Management Fees (\"License Fees\")\nfor any year in any renewal term by not more than [*] [*] over the License Fees\nin effect during the preceding year.\n\n 8.2 Server and Communications Costs. Company shall pay the Server and\nCommunications Costs as calculated in Attachment C.\n\n 8.3 Optional Services Fees. If GT provides any special features in\naccordance with the procedures set forth in Section 3.7, Company shall pay the\nassociated Optional Services Fees set forth in Attachment C. [*] hours of such\nservices for each year of the term of the Agreement shall be provided as\nspecified in Attachment C at no charge. GT will invoice Company every thirty\n(30) days for Optional Service Fees incurred or based upon project milestone\nattainment, as mutually agreed by the parties for each project.\n\n 8.4 Payment. Except as otherwise stated herein, all payments due GT\nhereunder shall be made within thirty (30) days of the date of GT's invoice.\nCompany shall pay GT for all sales, use and other taxes and similar charges\nbased on or arising from this Agreement or its performance, other than taxes\nbased on GT's net income, that GT invoices Company. Any such taxes will be\nlisted separately on each invoice. Late payments for any amounts \n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\n WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH\n RESPECT TO THE OMITTED PORTIONS.\n\n 5.\n\n\n \ndue hereunder will bear interest at one and a half percent (1.5%) per month or\nthe maximum rate permitted by law, whichever is less.\n\n 8.5 Commissions and Advertising Revenue. Hotel and Car Commissions and\nadvertising revenue due to Company, as set forth in Attachment C, shall be paid\nby GT on a quarterly basis. Revenue owed by GT may be paid or applied as a\ncredit to Company monthly invoices, as elected by Company.\n\n 8.6 Expenses. In addition to the Optional Services Fees set forth in\nAttachment C, Company shall reimburse GT for reasonable expenses incurred for\nmeals, lodging, and travel (air coach rates) previously authorized in writing by\nCompany and incurred as a result of implementation of special features required\nby Company outside of the Palo Alto, California area. GT shall invoice Company\nfor these expenses and Company shall pay GT within thirty (30) days of the date\nof GT's invoice.\n\n 8.7 Air Travel. GT will notify Company before making any air travel\narrangements involving services to be performed under or other matters relating\nto this Agreement. Company will attempt to book any such travel on Company\naircraft. If Company cannot do so, it will authorize GT to book travel on\nanother carrier.\n\n 8.8 Disputed Amounts. If Company in good faith disputes any portion of a\nGT invoice, Company will timely pay GT all undisputed amounts. Within thirty\n(30) days of invoice date for an invoice on which a disputed amount appears,\nCompany will: (i) notify GT in writing of the specific items in dispute; (ii)\nwill describe in detail Company's reason for disputing each such item; and (iii)\nin the event that the disputed amount (or the aggregate of amounts previously\ndisputed by Company) exceeds fifty thousand dollars ($50,000), will deposit such\ndisputed amount into an escrow account. Within fifteen (15) days of GT's receipt\nof such notice, the parties will negotiate in good faith to reach settlement on\nany items that are the subject of such dispute. If Company does not notify GT of\nany items in dispute within such thirty (30) day period, Company will be deemed\nto have approved and accepted such invoice, except to the extent that an audit\nas described in Section 9.1 reveals inaccuracies in any invoice not reasonably\ndiscernible through commercially reasonable scrutiny in the course of Company's\npayment processing system.\n\n9. Audit Rights.\n\n 9.1 Record Keeping; Audit Rights. GT agrees that it will maintain its\nbooks and records relating to the fees and other costs and expenses paid by\nCompany under this Agreement for not less than five (5) years after they have\nbeen paid, and will, upon reasonable cause and notice, permit such books and\nrecords to be examined, at Company's expense, by an independent certified public\naccountant retained by Company reasonably acceptable to GT solely for the\npurpose of confirming the accuracy of such Fees, costs and expenses. As a\ncondition to such examination, the independent public accountant will execute a\nwritten agreement, reasonably satisfactory in form and substance to GT, to\nmaintain in confidence all information obtained during the course of the\nexamination except for disclosure to Company and GT as necessary for the above\npurpose and will only conduct such examination during regular business hours. If\nerrors of five percent (5%) or more are discovered as a result of such\nexamination, GT shall reimburse Company for the expense of such examination and\npay the difference immediately.\n\n9.2 Technical Audits.\n\n (a) Employees of Company and its auditors who are from time to time\ndesignated by Company and who agree in writing to the security and\nconfidentiality obligations and procedures reasonably required by GT shall be\nprovided with reasonable access to any facility at which services are being\nperformed to enable them to audit GT's performance of services and other matters\nrelevant to this Agreement, including (i) verifying the accuracy of GT's charges\nto Company and (ii) verifying that services are being provided in accordance\nwith this Agreement, including any applicable performance criteria, standards\nand milestones.\n\n (b) Such audits may be conducted once every year during normal business\nhours; provided, however, that the parties may agree to more frequent audits as\ndeemed reasonably necessary. Company will provide GT with reasonable prior\nwritten notice of an audit. GT will cooperate in the audit, will make the\ninformation reasonably required to conduct the audit available on a timely basis\nand will assist the designated employees of\n\n 6.\n\n\n \nCompany or its auditors as reasonably necessary. All information learned or\nexchanged in connection with the conduct of an audit, as well as the results of\nany audit, is confidential and will be subject to Section 14.\n\n (c) Following an audit, Company will conduct an exit conference with GT to\ndiscuss issues identified in the audit that person to GT, and Company will give\nGT a copy of any portion of the audit report pertaining to GT. The parties will\nreview each GT audit issue and will mutually agree: (i) what, if any, actions\nwill be taken in response to such audit issues, when and by whom and (ii) which\nParty will be responsible for the cost of taking the actions necessary to\nresolve such issues. Any such determination will be based on the following\ncriteria: (A) who caused the original deficiency; (B) who has contractual\nresponsibility for the improvement of internal controls; and (C) who set the\nstandards against which the audit is conducted. GT will not be responsible for\nthe cost of an audit, unless otherwise agreed to in writing by the parties.\n\n10. Warranties And Disclaimers.\n\n 10.1 Title Warranty; Authorization. Each of GT and Company warrants to the\nother that it has the right to enter into this Agreement and perform its\nobligations hereunder. Without limiting the generality of foregoing, Company\nwarrants to GT that it now has and\/or will have the right to provide GT with all\nContent to be provided with respect to this Agreement. In addition, and without\nlimiting the first sentence above, GT represents and warrants that it has all\nnecessary right, title and interest to undertake the activities and perform the\nservices required of it under this Agreement.\n\n 10.2 Performance Warranty. GT warrants that the GT Reservation System and\nthe Private Label Site will function and perform in all material respects in\naccordance with the specifications contained in the SOW, as the SOW may be\namended and updated by mutual agreement of the parties. If Company notifies GT\nof a breach of the foregoing warranty, or if GT otherwise becomes aware of a\nbreach of the foregoing warranty, GT shall implement the problem investigation\nand correction procedures specified in Attachment D at no cost to Company.\n\n 10.3 Year 2000 Warranty. GT warrants that the GT Reservations System will\n(a) manage and manipulate date data involving all dates (including leap years)\nfrom the 20th and 21st centuries without functional or data abnormality related\nto such dates; (b) manage and manipulate date data involving all dates\n(including leap years) from the 20th and 21st centuries without inaccurate\nresults related to such dates; and (c) have user interfaces and date data fields\nformatted (or inferred) to distinguish between dates (including leap years) from\nthe 20th and 21st centuries. No representation or warranty, however, is made\nwith respect to any third party technology, other than as incorporated or used\nin the Data Centers, being used in combination with the GT Reservation System,\nincluding without limitation, third party software, services, telecommunications\nor technology, and this warranty is subject to the condition that any such third\nparty technology outside the Data Centers will properly and correctly exchange\ndata with the GT Reservation System and will be year 2000 compliant. To the\nextent there is a breach of this Section 10.3 GT shall implement the problem\ninvestigation and correction procedures specified in Attachment D at no cost to\nCompany.\n\n 10.4 Harmful Code. GT represents and warrants to Company that, as of the\nDelivery Date, to the best of its knowledge, software utilized by GT in\nproviding the service does not contain computer instructions, circuitry or other\ntechnological means whose purpose is to disrupt, damage or interfere with any\nuse of either party's computer and communications facilities or equipment\n(\"Harmful Code\") and it has used commercially reasonable efforts to prevent the\nintroduction of such \"Harmful Code\" to the services prior to delivery to or use\nby Company. For the purposes of this warranty, Harmful Code shall include,\nwithout limitation, any code containing viruses, Trojan horses, worms, or like\ndestructive code or code that self-replicates. To the extent there is a breach\nof this Section 10.4 GT shall implement the problem investigation and correction\nprocedures specified in Attachment D at no cost to Company.\n\n 10.5 Exemptions. Company acknowledges and agrees that GT shall not be\nresponsible for Private Label Site or GT Reservation System unavailability due\nto (i) outages caused by the failure of public telecommunications network or\n(ii) errors in coding in, or any other aspect of, HTML or the electronic files\ncontaining ARS or Content supplied by Company, (iii) unauthorized use or misuse\nby users of the Private Label Site unless such misuse is foreseeable or common;\nor (iv) EDS's failure to provide access to the ARS or the physical \n\n 7.\n\n\n \nconnectivity from ARS to the Data Center. During the term of this Agreement,\nevery quarter, Company shall provide GT with a six (6) month rolling forecast of\nthe total transaction volumes on the Private Label Site (\"Forecast\"). If the\nactual transaction volume is twenty percent (20%) greater than the Forecast,\nthen GT shall not be responsible for failure to meet the availability\nrequirements specified in Section 2 of Attachment D; provided however, that GT\nshall use its commercially reasonable efforts to meet such availability\nrequirements.\n\n 10.6 Disclaimer. EXCEPT AS PROVIDED ABOVE, ALL INFORMATION, TECHNOLOGY AND\nSERVICES PROVIDED BY GT HEREUNDER ARE PROVIDED \"AS IS\" WITHOUT ANY\nREPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING\nTHE GENERALITY OF THE FOREGOING, GT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES\nOF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH\nRESPECT TO SUCH INFORMATION, TECHNOLOGY AND SERVICES.\n\n11. Proprietary Rights.\n\n 11.1 Ownership. Company acknowledges that, as between the parties, GT owns\nall right, title, and interest in and to all components of the Private Label\nSite (excluding the Content) and the GT Reservation System, and the interface to\nARS, now or hereafter existing, including all improvements and derivatives\nthereof and modifications thereto. GT acknowledges that, as between the parties,\nCompany owns all right, title and interest in and to the Content now or\nhereafter existing, including all improvements and derivatives thereof and\nmodifications thereto.\n\n 11.2 Use Restrictions. Except as otherwise specifically provided in this\nAgreement, nothing in this Agreement shall give Company any right or license to\nuse, reproduce, display or distribute (electronically or otherwise) any\ntechnology or intellectual property rights in the GT Reservation System. Except\nas otherwise specifically provided in this Agreement, nothing in this Agreement\nshall give GT any right or license of any kind to use the Content, any\ntrademarks, logos, service marks or trade marks of Company, or any data supplied\nby a Company client or discoverable about a Company client by way of its use of\nthe Private Label Site.\n\n 11.3 \"Powered by GT.\" GT reserves the right to display its copyright,\nstandard trademark graphic, the phrase \"Powered by GT\" and standard disclaimer\non the Private Label Site in a manner and format to be mutually agreed upon by\nGT and Company.\n\n 11.4 Trademark License. Subject to the terms and conditions set forth in\nthe Agreement and solely for the purposes hereof, Company grants GT a non-\ntransferable, non-exclusive license, without right of sublicense, to place the\nCompany trademarks, trade names, service marks and logos (\"Marks\") on the\nPrivate Label Site as directed by Company. In no event may GT alter or remove\nany Marks unless such alteration or removal is approved in advance in writing by\nCompany. Except for the right to use the Marks as set forth in this Section\n11.4, nothing contained in this Agreement shall be construed to grant GT any\nright, title or interest in or to the Marks. GT acknowledges Company's exclusive\nownership of the Marks and the renown of such Marks worldwide. GT agrees not to\ntake any action inconsistent with such ownership and further agrees to take, at\nCompany's reasonable expense, any action which Company reasonably requests to\nestablish and preserve Company's exclusive rights in and to its Marks. GT shall\nnot adopt, use or attempt to register any trademarks or trade names that are\nconfusingly similar to the Marks or in such a way as to create combination marks\nwith the Marks. If, in Company's reasonable discretion, GT's use of the Marks\ndoes not meet Company's then-current trademark usage policy, or the Private\nLabel Site and associated services are performing in a manner that Company\nbelieves negatively affects the value of the Marks, GT will, at Company's\nrequest, undertake the necessary remediation, as set forth in Sections 3 or 10\nor as otherwise agreed by the parties.\n\n 11.5 GT Indemnity. Except as provided in Section 11.6, GT shall indemnify,\ndefend and hold Company harmless from and against any and all liabilities,\nlosses, damages, costs and expenses (including, without limitation, reasonable\nattorneys' fees) incurred by Company on account of such third party's claim of\ninfringement or misappropriation resulting from Company's or Company Clients'\nuse of the GT Reservation System or the Private Label Site (excluding Content)\nof any U.S. patent, copyright, trademark or trade secret or other proprietary\nright; provided however that Company shall give GT prompt notice in writing of\nsuch suit or proceeding, GT shall\n\n 8.\n\n\n \nhave complete control of the settlement and defense thereof, and Company shall\nprovide any information and assistance reasonably requested by GT (at GT's\nexpense). Notwithstanding the foregoing, GT shall not settle or compromise any\nclaim hereunder in a manner that does not unconditionally release Company from\nliability or that adversely affects the provision of services hereunder without\nfirst obtaining Company's prior written consent. The foregoing obligation does\nnot apply with respect to the GT Reservation System or portions or components\nthereof or services (i) not supplied by GT (e.g. third party software, services,\ntelecommunications or technology); or (ii) that are combined with other\nproducts, processes or materials not supplied by GT where the alleged\ninfringement relates to such combination. GT shall also not have any obligation\nwith respect to further damages arising from Company's continued use of\ninfringing intellectual property after GT has provided and implemented\nmodifications to the GT Reservation System or the Private Label Site, as\napplicable, that do not continue to infringe upon or misappropriate the third\nparty's claimed rights and that meet in all material respects the requirements\nof the SOW, as amended, and GT has notified Company in writing that the purpose\nof the modification is to avoid further infringement or misappropriation. In the\nevent such a claim by a third party causes Company's quiet enjoyment and use of\nthe GT Reservation System to be seriously endangered or disrupted, or if either\nparty reasonably believes that such is likely, GT will, at its option, do one of\nthe following: (a) replace the GT Reservation System, without additional charge,\nwith a compatible, functionally equivalent and non-infringing system; (b) modify\nthe GT Reservation System to avoid the infringement; (c) obtain a license to\ncontinue use of the GT Reservation System for the term of this Agreement and pay\nany additional fees required for such a license; or (d) if none of the foregoing\nalternatives are practical, indemnify Company as set forth above and terminate\nthis Agreement for convenience.\n\n 11.6 Company Indemnity. Company shall indemnify, defend and hold GT\nharmless from and against any and all liabilities, losses, damages, costs and\nexpenses (including, without limitation, reasonable attorneys' fees) incurred by\nGT on account of such third party's claim of infringement resulting from use or\ndisplay of the Content or from use of the ARS (excluding the interface developed\nby GT hereunder) of any U.S. patent, trade secret trademark or copyright or\nother proprietary right; provided however that GT shall give Company prompt\nnotice in writing of such suit or proceeding, Company shall have complete\ncontrol of the settlement and defense thereof, and GT shall provide any\ninformation and assistance reasonably requested by Company (at Company's\nexpense). Notwithstanding the foregoing, Company shall not settle or compromise\nany claim hereunder in a manner that does not unconditionally release GT from\nliability without first obtaining GT's prior written consent. The foregoing\nobligation does not apply with respect to Content (i) not supplied by Company;\nor (ii) that is combined with other products, processes or materials not\nsupplied by Company where the alleged infringement relates to such combination.\n\n12. Term and Termination of Agreement.\n\n 12.1 Term. Unless terminated earlier as provided herein, this Agreement\nshall begin on the Effective Date and continue for an initial period of four (4)\nyears from the Cut Over Date. Thereafter, this Agreement shall automatically\nrenew for two (2) years unless either party gives notice of its intent not to\nrenew no later than one (1) year prior to the end of the initial term.\n\n 12.2 Termination for Cause. Either party may terminate this Agreement upon\nninety (90) days written notice in the event the other party breaches any\nmaterial term of this Agreement and such breach continues without cure for the\nduration of the notice period.\n\n 12.3 Termination for Convenience. This Agreement may also be terminated by\neither party without cause by giving one (1) year prior written notice to the\nother party.\n\n 12.4 Survival. Sections 1, 4 (during the transition period described in\nSection 12.5), 5 (during the transition period), 6 (during the transition\nperiod), 7 (during the transition period), 8 (except that Sections 8.2 and 8.3\nshall survive only during the transition period), 9.1, 9.2 (during the\ntransition period), 10, 11 (during the transition period), 12, 13, 14, 16, 18,\n19 and 20 will survive any termination or expiration of this Agreement. Any\npayment obligations that exist as of the termination or expiration of this\nAgreement shall remain in effect.\n\n 12.5 Post-Termination Obligations. In the event of termination of this\nAgreement, GT agrees to continue to operate the Private Label Site under the\nterms and conditions of this Agreement, for a minimum of one\n\n 9.\n\n\n \n(1) year from the date such termination is effective. GT will also work with\nsuppliers identified by Company and Company to structure a smooth changeover\nfrom GT to any other supplier of services. Without limiting the foregoing, GT\nwill provide a secure one-time FTP feed of the Company's existing user database\nin a comma-delimited form GT will assist in cutover from the Private Label Site\nas requested, including establishing a pointer from its main site to the new\nsites indicated by Company for a period of ninety (90) days following transition\nfrom the Private Label Site. The obligations of GT under this Section 12.5 are\nsubject to the timely payment by Company of all accrued fees and expenses under\nthis Agreement, including, without limitation, the fees and expenses due GT\npursuant to this Section 12.5. Notwithstanding the foregoing, GT shall have no\nobligations under this Section 12.6 if it has terminated this Agreement as a\nresult of Company's breach of its obligations to pay any Fees or other amounts\ndue under this Agreement unless Company pays GT in advance the fees and expenses\ndue GT pursuant to this Section 12.6.\n\n13. Limitation of Liability.\n\n 13.1 Limitation of GT Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT\nOR OTHERWISE, AND EXCEPT FOR BODILY INJURY, GT SHALL NOT BE LIABLE OR OBLIGATED\nWITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR UNDER CONTRACT,\nNEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY\nAMOUNTS IN EXCESS OF THE AGGREGATE LICENSE FEES PAID TO GT BY COMPANY FOR THE\nPRIVATE LABEL SITE DURING THE NINE MONTHS PRIOR TO THE CAUSE OF ACTION, (II) FOR\nANY INCIDENTAL OR CONSEQUENTIAL DAMAGES; (III) FOR LOST PROFITS; OR (IV) FOR ANY\nMATTER BEYOND ITS REASONABLE CONTROL. FOR PURPOSES OF SECTION 3.3, ATTACHMENT D\nAND THIS SECTION 13.1, THE EVENTS SPECIFIED IN SECTION THE SECOND SENTENCE OF\nSECTION 4.2 AND IN SECTION 10.5 SHALL BE DEEMED, WITHOUT LIMITATION, TO BE\nMATTERS BEYOND GT's REASONABLE CONTROL, AND FAILURES OF OR DEFECTS IN COMPUTERS\nOR OTHER EQUIPMENT OR SOFTWARE USED TO OPERATE THE PRIVATE LABEL SITE MAINTAINED\nBY GT, OR FOR GT BY ANY THIRD PARTY PURSUANT TO AN AGREEMENT BETWEEN GT AND SUCH\nTHIRD PARTY, SHALL NOT BE DEEMED TO BE MATTERS BEYOND GT's REASONABLE CONTROL.\nSOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR\nCONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO\nCOMPANY. FOR PURPOSES OF THIS SECTION 13.1 AND SECTION 13.2, INCIDENTAL DAMAGES\nSHALL NOT INCLUDE COST OF COVER OR OTHER MITIGATION COSTS.\n\n 13.2 Limitation of Company Liability. NOTWITHSTANDING ANYTHING IN THIS\nAGREEMENT OR OTHERWISE, AND EXCEPT FOR BODILY INJURY OR BREACHES OF SECTIONS 8.1\nTHROUGH 8.6, COMPANY SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO ANY\nSUBJECT MATTER OF THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY\nOR ANY OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNTS IN EXCESS OF THE\nAGGREGATE OF FEES PAID OR PAYABLE TO GT BY COMPANY FOR THE PRIVATE LABEL SITE\nDURING THE NINE MONTHS PRIOR TO THE CAUSE OF ACTION, (II) FOR ANY INCIDENTAL OR\nCONSEQUENTIAL DAMAGES, OR (III) FOR LOST PROFITS (EXCEPT FOR FEES PAYABLE BY\nCOMPANY TO GT UNDER THIS AGREEMENT). SOME STATES DO NOT ALLOW THE EXCLUSION OR\nLIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND\nEXCLUSIONS MAY NOT APPLY TO GT.\n\n14. Confidentiality. Each party to this Agreement acknowledges that it or its\nemployees may be exposed to or acquire information in connection with this\nAgreement that is proprietary or confidential to the other party or third\nparties to whom either party has a duty of confidentiality. Except as set forth\nbelow, any and all information relating to the business of either party or its\nclients or customers and other information obtained by either party or its\nemployees in the performance of this Agreement shall be deemed to be\nconfidential and proprietary information provided all such material is clearly\nlabeled as \"Confidential\" or \"Proprietary.\" Except as otherwise provided herein,\neach party agrees to hold the Confidential information of the other party in\nconfidence and not to disclose such information to third parties or to use such\ninformation for any purpose whatsoever and to advise each of its employees who\nmay be exposed to such proprietary and confidential information of their\nobligations to keep such information confidential. Notwithstanding the above:\n(A) nothing contained in this Section 14 or elsewhere in this\n\n 10.\n\n\n \nAgreement shall restrict GT from complying with industry reporting requirements;\n(B) the terms of this Agreement, Company Client's names, travel destinations,\nitineraries, technical data, implementation plans, traveler profiles, and travel\ncontracts shall be considered Confidential information of Company regardless of\nwhether such information is labeled as such; (C) neither party is prohibited\nfrom (i) under confidence, using or disclosing Confidential Information to third\nparties as required to perform its obligations under this Agreement, (ii) using\nor disclosing such Information externally in an aggregate or statistical\ncomposite form (provided that such Information is combined with other similar\ninformation and does not specifically identify the Information as specific to\nCompany), or (iii) in confidence, using or disclosing such Information to its\nauditors or attorneys, or to investors or potential investors or other financing\nsources and their advisors, or in connection with a merger or acquisition or\nproposed merger or acquisition; and (C) Confidential Information shall not\ninclude (i) information that is now or subsequently becomes publicly available\nwithout breach of this Agreement by the receiving party, (ii) information made\navailable to either party from other sources without any obligation of\nconfidentiality, (iii) information that is already in either party's possession\nnot subject to an obligation of confidentiality, (iv) information that is\nindependently developed by either party without reference to any confidential\ninformation, and (v) information that is required to be disclosed pursuant to\nany law or any rule or regulation of a governmental agency or any order of a\ncourt or governmental agency provided that the receiving party shall first\nnotify the disclosing party of such disclosure requirement or order and uses\nreasonable efforts to obtain confidential treatment or a protective order. Upon\ntermination of this Agreement, the receiving party will at its option return to\nthe disclosing party or destroy all Confidential Information of the disclosing\nparty and all documents or media containing any such Confidential Information\nand any and all copies or extracts thereof, except that the receiving party may\nretain one copy of all such Confidential Information solely for archival legal\npurposes.\n\n15. Publicity And Marketing. Both parties agree to cooperate with each other so\nthat each party may issue a press release concerning this Agreement, provided\nthat each party must approve any press release prior to its release, which shall\nnot be unreasonably withheld. Notwithstanding anything to the contrary herein,\nGT may file the Letter of Intent between the parties dated as of August 22,\n1999, regarding the subject matter of this Agreement, or may file this\nAgreement, as an exhibit to its registration statement on Form S-1 as required\nby the Securities and Exchange Commission. Company agrees that it may be\ndesignated as a \"reference account\" for GT's online travel technology solution\nto certain potential customers, upon terms to be mutually agreed by the parties\nhereto.\n\n16. User Data.\n\n 16.1 Ownership. As between the parties, Company shall own all user data\nregarding all users of the Private Label Site and any tickets or services\npurchasable via the Private Label Site.\n\n 16.2 Use Restrictions. GT shall not use for any purpose other than as\nexpressly set forth herein or expressly permitted in writing by Company, or\ndisclose to any third party any user data related to the Private Label Site.\nNotwithstanding the foregoing, GT shall be entitled to use aggregated PNR data,\npage hits and user sessions data for all users collectively of GT services, so\nlong as such data is not aggregated on an airline by airline basis.\n\n17. Source Code Escrow. Within thirty (30) days after execution of this\nAgreement, GT will place in escrow pursuant to the terms of an escrow agreement\nsubstantially in the form attached as Attachment E (the \"Escrow Agreement\"), all\nsource code and related documentation necessary for maintenance and\/or support\nof the GT Reservation System as it exists on the Effective Date of this\nAgreement. GT will update the escrow deposit and related documentation within\nthirty (30) days following acceptance of the Private Label Site with the source\ncode and related documentation for the GT Reservation System (collectively the\n\"Escrow Materials\"), and will continue to update the escrow deposit thereafter\nwith any new or modified source code and related documentation necessary for\nmaintenance and\/or support of the GT Reservation System at least twice per year\nand will notify Company in writing when it does so. All escrow agent fees will\nbe borne by Company. If GT files Chapter 11 or Chapter 7 bankruptcy or ceases\nits business operations without a successor, then GT shall grant Company an\nirrevocable (until GT emerges from Chapter 11 bankruptcy and is capable of\nperforming its obligations under Section 3.4), perpetual (until GT emerges from\nChapter 11 and is capable of performing its obligations under Section 3.4),\nworldwide license to use or have used only internally in furtherance of the\npurposes of this Agreement the Escrow Materials (until GT emerges from Chapter\n11 and is capable of performing its obligations under Section 3.4) to the\nPrivate Label Site and the GT Reservation System and shall authorize any Escrow\nAgent under the Escrow Agreement to\n\n 11.\n\n\n \nrelease such Escrow Materials (until GT emerges from Chapter 11 bankruptcy and\nis capable of performing its obligations under Section 3.4, at which time\nCompany will return all Escrow Materials to the Escrow Agent) pursuant to the\nEscrow Agreement.\n\n18. Account Managers.\n\n (a) GT will designate one person as the Account Manager for Company under\nthis Agreement. The Account Manager shall be the primary contact for all matters\narising under this Agreement and shall be primarily responsible for the delivery\nof services and the daily management and decision making responsibility.\n\n (b) Company will designate one senior level person as the primary contract\nfor GT under this Agreement. This person shall have authority to make daily\ndecisions, shall be the primary contact for all matters arising under this\nAgreement, shall have signature authority, shall facilitate payments due from\nCompany, and shall facilitate work with and assistance by Company's reservations\nsystem vendor.\n\n19. Warrant. Notwithstanding any language to the contrary in that certain\nwarrant held by Company to purchase shares of the Series E Preferred Stock of GT\ndated September 14, 1999 (the \"AmericaWest Warrant\"), GT and Company hereby\ncovenant and agree as follows: (i) the America West Warrant is not exercisable\nand Company will not take actions to exercise it on or prior to September 14,\n2001; (ii) in the event that the AmericaWest Warrant does become exercisable\naccording to the terms of this Section 19, it shall remain exercisable by\nCompany until and including September 14, 2003; and (iii) the AmericaWest\nWarrant shall terminate and be null and void if GT terminates this Agreement\npursuant to Section 12.2 because of a breach of this Agreement by Company\noccurring on or prior to September 14, 2001, or if Company terminates this\nAgreement pursuant to Section 12.3 on or prior to September 14, 2001.\n\n20. General. For all purposes of this Agreement, each party shall be and act as\nan independent contractor and not as partner, joint venturer, or agent of the\nother and shall not bind nor attempt to bind the other to any contract. All\nnotices under this Agreement shall be in writing, and shall be deemed given when\npersonally delivered, when sent by confirmed fax, or three days after being sent\nby prepaid certified or registered U.S. mail to the address of the party to be\nnoticed as set forth herein or such other address as such party last provided to\nthe other by written notice. Neither party shall have any right or ability to\nassign, transfer, or sublicense any obligations or benefit under this Agreement\nwithout the written consent of the other (and any such attempt shall be void),\nexcept that a party may assign and transfer this Agreement and its rights and\nobligations hereunder to any third party who succeeds to substantially all its\nbusiness or assets. The failure of either party to enforce its rights under this\nAgreement at any time for any period shall not be construed as a waiver of such\nrights. It is the intention of the parties that this Agreement be controlling\nover additional or different terms of any purchase order, confirmation, invoice\nor similar document, even if accepted in writing by both parties, and that\nwaivers and amendments shall be effective only if made by non-pre-printed\nagreements clearly understood by both parties to be an amendment or waiver. This\nAgreement supersedes all proposals, oral or written, all negotiations,\nconversations, or discussions between or among parties relating to the subject\nmatter of this Agreement and all past dealing or industry custom. No changes,\nmodifications, or waivers are to be made to this Agreement unless evidenced in\nwriting and signed for and on behalf of both parties. In the event that any\nprovision of this Agreement shall be determined to be illegal or unenforceable,\nthat provision will be limited or eliminated to the minimum extent necessary so\nthat this Agreement shall otherwise remain in full force and effect and\nenforceable. This Agreement shall be governed by and construed in accordance\nwith the laws of the State of California without regard to the conflicts of law\nprovisions thereof. In any action or proceeding to enforce rights under this\nAgreement, the prevailing party will be entitled to recover costs and attorneys\nfees. Headings herein are for convenience of reference only and shall in no way\naffect interpretation of the Agreement.\n\nAmerica West Airlines, Inc. Getthere.Com, INC.\n\nSignature:____________________ Signature:_________________________\n\nName:_________________________ Name: Kenneth R. Pelowski\n\n 12.\n\n\n \nTitle:_____________________ Title: Chief Operating and Chief \n Financial Officer\n\nDate: October 13, 1999 Date: October 13, 1999\n\n 13.\n\n\n \n Attachment A\n\n COMPANY CONTENT\n\n. Company logo to be provided by Company in standard electronic format\n according to specifications provided by GT.\n\n. All text, data, passenger name records, pictures, sound, and graphics that\n Company provides.\n\n 1.\n\n\n \n Attachment B\n\n SITE SPECIFICATIONS\n\nStatement of Work\n\n--------------------------------------------------------------------------------\nPHASE I FUNCTIONALITY Comments\n--------------------------------------------------------------------------------\nLogin\/Profile . The site will support user registration\n and user profiles\n . There will not be an indicator regarding\n \"guest\" access. Anyone will be able to\n enter the site.\n . The profile entry will be on the booking\n page, not the home page.\n--------------------------------------------------------------------------------\nSchedule\/Availability Request . Speedy flight search from home page - no\n (from Home page - Process 1) login required, simple O&D's\n--------------------------------------------------------------------------------\n. Roundtrip option\n--------------------------------------------------------------------------------\n. One Way option\n--------------------------------------------------------------------------------\n. Multi City option\n--------------------------------------------------------------------------------\n. Departure City selection field . Site will restrict departure and arrival\n city options to a list of that is\n supported by America West's flight\n schedules\n . Departure field will be displayed as a\n drop down box\n--------------------------------------------------------------------------------\n. Destination City selection . Site will restrict departure and arrival\n field city options to a list of that is\n supported by America West's flight\n schedules\n . Destination city will be displayed as a\n drop down box\n--------------------------------------------------------------------------------\n. Date selection: month, date . Will be displayed as a drop down box\n selection field\n--------------------------------------------------------------------------------\n. Time selection: month, date . Will be displayed as a drop down box\n selection field\n--------------------------------------------------------------------------------\n. Passenger Count selection . Up to nine passengers\n field\n--------------------------------------------------------------------------------\nSchedule\/Availability Request\n (from Reserv page - Process 2)\n--------------------------------------------------------------------------------\n. Roundtrip option\n--------------------------------------------------------------------------------\n. One Way option\n--------------------------------------------------------------------------------\n. Multi City option\n--------------------------------------------------------------------------------\n\n 1.\n\n\n \n--------------------------------------------------------------------------------\nPHASE I FUNCTIONALITY Comments\n--------------------------------------------------------------------------------\n. Departure City selection field . Site will restrict departure and arrival\n city options to a list of that is\n supported by America West's flight\n schedules\n . Departure field will be displayed as a\n drop down box\n--------------------------------------------------------------------------------\n. Destination City selection . Site will restrict departure and arrival\n field city options to a list of that is\n supported by America West's flight\n schedules\n . Destination city will be displayed as a\n drop down box\n--------------------------------------------------------------------------------\n. Date selection: month, date . Will be displayed as a drop down box\n selection field\n--------------------------------------------------------------------------------\n. Time selection: month, date . Will be displayed as a drop down box\n selection field\n--------------------------------------------------------------------------------\n. Sort results by\n--------------------------------------------------------------------------------\n - sort by Price (lowest\n to highest)\n--------------------------------------------------------------------------------\n - sort by Time (closest\n to inquiry)\n--------------------------------------------------------------------------------\n. Passenger Count selection . Up to nine passengers\n field\n--------------------------------------------------------------------------------\n. Class\/pricing options . Customers will be able to search by\n selection field: Y-lowest avail restricted and unrestricted flights and \n fare, Y-non-restricted fare, class of service (for example: first \n Biz, First class)\n--------------------------------------------------------------------------------\n. Calendar\n--------------------------------------------------------------------------------\n. # of Flights Displayed . AWA will be able to select # of flights\n displayed.\n--------------------------------------------------------------------------------\n. Option to login . Provide pax with option to login and use\n existing profile\n--------------------------------------------------------------------------------\n. Travel links . Links to destination information will be\n provided. Links will be chosen by AWA\n--------------------------------------------------------------------------------\n. Display status bar\n--------------------------------------------------------------------------------\n. Hint for lower priced flights\n--------------------------------------------------------------------------------\nSchedule Display\n--------------------------------------------------------------------------------\n. All outbound options . AWA will be allowed to select the number \n displayed first of flights it wants displayed\n--------------------------------------------------------------------------------\n. All return options displayed . AWA will be allowed to select the number \n second of flights it wants displayed\n--------------------------------------------------------------------------------\n. Select flight . Customers will have the ability to make\n selection based on origin and destination\n points not based on individual segments\n--------------------------------------------------------------------------------\n\n 2.\n\n\n \n--------------------------------------------------------------------------------\nPHASE I FUNCTIONALITY Comments\n--------------------------------------------------------------------------------\n. Airline name display . Site will restrict display to AWA, AWA\n Express, and CO flights from specified\n Origin and Destination cities\n--------------------------------------------------------------------------------\n. Flight Number display\n--------------------------------------------------------------------------------\n. Equipment type display\n--------------------------------------------------------------------------------\n. Depart time display\n--------------------------------------------------------------------------------\n. Departure city display . Display hyperlink to information about\n city in a flying window so that pax do not\n interrupt their session\n--------------------------------------------------------------------------------\n. Arrival time display\n--------------------------------------------------------------------------------\n. Arrival City display . Display hyperlink to information about\n city in a flying window so that pax do not\n interrupt their session\n--------------------------------------------------------------------------------\n. Code Share Display . Booking engine will display and provide\n the ability to sell code share flights.\n . Site will restrict display to AWA, AWA\n Express, and CO flights from specified\n Origin and Destination cities\n . HP, HP Express, HP* and CO connecting\n flights will be shown.\n. Web specials are viewed . Limitations may apply based on the number \n through a separate schedule of uniquely discounted airfares\n request form. Only flights . GT capable of doing specials based on\n where special availability is wildcards and able to do system wide \n present are displayed. sales.\n--------------------------------------------------------------------------------\n. Web specials are highlighted . Proprietary fares will be integrated with\n on the availability display published fares in schedule and pricing\n display. \n--------------------------------------------------------------------------------\n. Multiple Passenger Bookings . 9 passengers can be booked at one time\n--------------------------------------------------------------------------------\n. Stops display\n--------------------------------------------------------------------------------\n. On-time percentage . This will not be displayed, but will be\n optional for future use\n--------------------------------------------------------------------------------\n. Flight Duration\/Elapsed Time\n display\n--------------------------------------------------------------------------------\nSelecting Flights for Pricing\n--------------------------------------------------------------------------------\n. Display with est. prices . Optional for future use\n--------------------------------------------------------------------------------\n. Display with no prices\n--------------------------------------------------------------------------------\nFare Display\/Pricing . Display a pricing summary after the user\n selects all flights for their itinerary.\n . GT will scope the ability to price with\n schedule display\n--------------------------------------------------------------------------------\n. Pricing Display\n--------------------------------------------------------------------------------\n\n 3.\n\n\n \n--------------------------------------------------------------------------------\nPHASE I FUNCTIONALITY Comments\n--------------------------------------------------------------------------------\n . All fares will be displayed when O&D's are\n selected - including: proprietary,\n specials, published, unpublished,\n codeshare, International\n--------------------------------------------------------------------------------\n. International Pricing . International pricing is dependent upon\n fare capability of SHARES ARS\n--------------------------------------------------------------------------------\n. Flight Number display\n--------------------------------------------------------------------------------\n. Equipment type display\n--------------------------------------------------------------------------------\n. Depart time display\n--------------------------------------------------------------------------------\n. Depart city display . Display hyperlink to information about\n city in a flying window so that pax do not\n interrupt their session\n--------------------------------------------------------------------------------\n. Arrival time display\n--------------------------------------------------------------------------------\n. Arrival City display . Display hyperlink to information about\n city in a flying window so that pax do not\n interrupt their session\n--------------------------------------------------------------------------------\n. Class: (coach, biz, first)\n--------------------------------------------------------------------------------\n. Total Airfare display\n--------------------------------------------------------------------------------\n. Penalty requirements . Display of airfare penalty information is\n dependent upon the online system's ability\n to obtain it from SHARES in a manner that\n can be displayed to the user\n--------------------------------------------------------------------------------\n. Link to hints if airfare\n seems too high\n--------------------------------------------------------------------------------\n. Selecting Fares . After the implementation of a low fare\n search, when the user clicks on a fare,\n site will go to itinerary review page.\n--------------------------------------------------------------------------------\n. Link to fare rules (text file . Require customers to click \"agree\" to the\n scraped from tariff rule in rules before they continue to point of \n SHARES) purchase.\n . This will be included in the initial\n launch\n--------------------------------------------------------------------------------\n. Reservation Status Bar\n--------------------------------------------------------------------------------\nUpdates to Existing Records\n--------------------------------------------------------------------------------\n. PNR Modify . Customers will be able to modify existing\n reservations online - capability to allow\n customers to change their itineraries\n online\n--------------------------------------------------------------------------------\n. Itinerary Cancellations . GT will enable itinerary cancellations on\n all fares - restricted and unrestricted.\n--------------------------------------------------------------------------------\nTariff Rule Per Segment\n--------------------------------------------------------------------------------\n. Instant eticketing . Site will support the use of instant\n eticketing\n . Eligibility for use of eticketing based on\n--------------------------------------------------------------------------------\n\n 4.\n\n\n \n--------------------------------------------------------------------------------\nPHASE I FUNCTIONALITY Comments\n--------------------------------------------------------------------------------\n airline\n--------------------------------------------------------------------------------\n. Identical Text from published . Fare rules will be displayed in an\n tariff rule in CRS. unfiltered manner based on their content\n in SHARES\n--------------------------------------------------------------------------------\nCollect Passenger information\n Form\/Itinerary Review\n--------------------------------------------------------------------------------\n. Frequent flier number . Frequent flyer numbers automatically\n entered into reservation based on user\n profile if profile exists. If no profile\n exists, there will be a text box where FF\n number can be filled in\n . A drop down menu on the ref page will\n allow users to indicate whether they are\n using an AWA or CO FF#. This will be\n included in the initial launch\n . If CO is selected, GT will provide the\n capability to have \"-co\" appended to the\n number. This will be included in the\n initial launch\n--------------------------------------------------------------------------------\n. Link to seatmaps . Customers will be able to pick their seats\n from a fully functional and accurate\n seatmap if such seat map information is\n available from SHARES\n--------------------------------------------------------------------------------\n. Special air service requests\n--------------------------------------------------------------------------------\nCredit Card Information . Credit card will be the only form of \n Form\/Validation payment for online ticket purchases upon\n implementation\n . AVS done through SHARES real time\n validation will occur\n--------------------------------------------------------------------------------\n. Credit card type selection . Limited to Visa, MC, Amex, Discover\n field\n--------------------------------------------------------------------------------\n. Name on card (text box)\n--------------------------------------------------------------------------------\n. Credit card number (text box)\n--------------------------------------------------------------------------------\n. Expiration date (text box)\n--------------------------------------------------------------------------------\n. CID verification text entry . A conditional field will be available for\n field (currently Amex only) CID numbers\n--------------------------------------------------------------------------------\n. Credit Card Encryption . Credit card data will be encrypted with\n industry standard Triple DES encryption\n--------------------------------------------------------------------------------\n. Credit Card Verification . Will support verification functionality as\n provided by SHARES\n--------------------------------------------------------------------------------\nBilling and Delivery \n--------------------------------------------------------------------------------\n\n 5.\n\n\n \n--------------------------------------------------------------------------------\nPHASE I FUNCTIONALITY Comments\n--------------------------------------------------------------------------------\nInformation Form\n--------------------------------------------------------------------------------\n. Pre-populated with profile . Billing and delivery information will be\n information pre-populated for those pax who have an\n existing profile.\n . Customers will not be required to fill out\n a profile, therefore, billing and delivery\n information can be filled out through text\n boxes without requiring a profile.\n--------------------------------------------------------------------------------\n. First, Last Name (text box)\n--------------------------------------------------------------------------------\n. Street Address(text box)\n--------------------------------------------------------------------------------\n. City(text box)\n--------------------------------------------------------------------------------\n. State selection field\n--------------------------------------------------------------------------------\n. Postal code(text box)\n--------------------------------------------------------------------------------\n. Email(text box)\n--------------------------------------------------------------------------------\n. Day, Home Phone(text box)\n--------------------------------------------------------------------------------\n. Delivery limited to instant\n etickets\n--------------------------------------------------------------------------------\n\n--------------------------------------------------------------------------------\n. Calendar\n--------------------------------------------------------------------------------\n. World Clock\n--------------------------------------------------------------------------------\nReceipt Confirmation\n(ACCESS TO AWA ONLY)\n--------------------------------------------------------------------------------\n. Electronic Ticketing . Electronic Ticketing will be the only\n option available for purchases\n--------------------------------------------------------------------------------\n. Fulfillment queue . GT will put PNR data from E-Tickets\n purchased on site into a queue for AWA\n fulfillment\n--------------------------------------------------------------------------------\n. E-Mail confirmation . All customers that have provided a correct\n email address will receive an email\n confirmation after making a purchase.\n . Email addresses will be collected in\n passenger information.\n--------------------------------------------------------------------------------\nConfirmation CONTENT:\n--------------------------------------------------------------------------------\n. Passenger names\n--------------------------------------------------------------------------------\n. Ticket Number Dependent upon availability from SHARES\n--------------------------------------------------------------------------------\n. Base fare Dependent upon availability from SHARES\n--------------------------------------------------------------------------------\n. Tax Dependent upon availability from SHARES\n--------------------------------------------------------------------------------\n. PFC Dependent upon availability from SHARES\n--------------------------------------------------------------------------------\n. Total\n--------------------------------------------------------------------------------\n. Itinerary\n--------------------------------------------------------------------------------\n. Form of payment (cc type,\n last 4 digits of cc#)\n--------------------------------------------------------------------------------\n\n 6.\n\n\n \n--------------------------------------------------------------------------------\nPHASE I FUNCTIONALITY Comments\n--------------------------------------------------------------------------------\n. Frequent flier numbers\n--------------------------------------------------------------------------------\n. Fare Calculation Dependent upon availability from SHARES\n--------------------------------------------------------------------------------\n. Restrictions Dependent upon availability from SHARES\n--------------------------------------------------------------------------------\n. Check in requirements AWA to supply text\n--------------------------------------------------------------------------------\n. Refund Information AWA to supply text\n--------------------------------------------------------------------------------\n. Summary of Incorporated Terms AWA to supply text\n--------------------------------------------------------------------------------\n. Advice to international AWA to supply text\n passengers on limitation of\n liability\n--------------------------------------------------------------------------------\n. International baggage AWA to supply text\n liability limitation\n--------------------------------------------------------------------------------\n. Link to book another ticket\n--------------------------------------------------------------------------------\n. Link to home\n--------------------------------------------------------------------------------\nFlight Status Information . GT will enable customers to view flight\n information.\n . This information will include Flight #,\n departure time, arrival time, and gate\n information as available from SHARES.\n--------------------------------------------------------------------------------\n. Airline- HP only\n--------------------------------------------------------------------------------\n. Flight Number (text box)\n--------------------------------------------------------------------------------\n. Gate Information\n--------------------------------------------------------------------------------\n. Departure Date: -1, now, +1\n (drop down list)\n--------------------------------------------------------------------------------\nWeb Registration\n--------------------------------------------------------------------------------\n. Online Password Changes\n--------------------------------------------------------------------------------\n. Frequent flier number (text\n box)\n--------------------------------------------------------------------------------\n. User name\n--------------------------------------------------------------------------------\n. Title selection field\n--------------------------------------------------------------------------------\n. First name (text box)\n--------------------------------------------------------------------------------\n. Middle initial (text box)\n--------------------------------------------------------------------------------\n. Last name (text box)\n--------------------------------------------------------------------------------\n. Suffix selection field\n--------------------------------------------------------------------------------\n. Address\n--------------------------------------------------------------------------------\n. Street 1 and 2 (text box)\n--------------------------------------------------------------------------------\n. City\n--------------------------------------------------------------------------------\n. State\n--------------------------------------------------------------------------------\n. Postal code\n--------------------------------------------------------------------------------\n. Country selection field\n--------------------------------------------------------------------------------\n. Phone\n--------------------------------------------------------------------------------\n\n 7.\n\n\n \n--------------------------------------------------------------------------------\nPHASE I FUNCTIONALITY Comments\n--------------------------------------------------------------------------------\n. Country code, Area code,\n Phone, Ext (text boxes)\n--------------------------------------------------------------------------------\n. Email (text box)\n--------------------------------------------------------------------------------\n. Forgotten password question\n (text box)\n--------------------------------------------------------------------------------\n. Forgotten password answer\n (text box)\n--------------------------------------------------------------------------------\n. Sign up for email newsletter\n--------------------------------------------------------------------------------\nMarketing\/Promotions\n--------------------------------------------------------------------------------\n. E-mail Broadcast - weekly . Weekly email broadcast service will be\n specials available for both of AWA's Surf `n Go\n lists. \n . Additional email notifications will be\n sent out to specific email members per\n AWA's request. Additional emails are not\n to exceed 1 additional email per week.\n . Existing email addresses will be\n integrated into GT email system.\n . Customers will be able to subscribe,\n unsubscribe, and change email address via\n site\n . AWA will send GT copy for email to be\n delivered each week, GT will then\n distribute to distribution list.\n . Weekly statistics will be provided by GT\n to AWA regarding new subscribers, #\n unsubscribed, cumulative totals, and any\n additional feedback provided.\n . GT and AWA to determine schedule for\n delivering email. GT will be able to send\n email within 24 hours of receipt.\n--------------------------------------------------------------------------------\n. Fare Sales .\n . AWA personnel trained in the use of GT's\n Contract Editor will be authorized to\n update AWA's proprietary fares.\n . AWA will have sole responsibility for fare\n changes made through the Contract Editor\n and will be responsible for quality\n assurance testing of data entries.\n . The number of AWA fare sales will be\n limited by the maximum number of fare\n sales supported by the Contract Editor.\n--------------------------------------------------------------------------------\n\n 8.\n\n\n \n--------------------------------------------------------------------------------\nPHASE I FUNCTIONALITY Comments\n--------------------------------------------------------------------------------\n . Sale includes the ability to restrict\n fares to specific flight numbers, travel\n dates, and ticketing dates.\n . GT will provide the ability to run 10\n simultaneous sales that have similar, non-\n contradictory fare rules at any one\n time..\n . Sale capabilities include: zap off ($'s\n and percent), proprietary fares, specials\n based on time, class of service, or date.\n Ability to control advance purchase,\n travel dates, and terms and conditions.\n--------------------------------------------------------------------------------\n. E-Certificates . Phase I E-certificate functionality will\n enable customers with a single, special\n promotion code URL address to access\n special private fares.\n . GT will update these fares as specified by\n AWA on a weekly basis.\n . Phase I implementation will support only a\n single e-certificate program at any one\n time.\n--------------------------------------------------------------------------------\n. Announcements through content . AWA will have sole ownership of all\n Content displayed on site and sent via\n email to the email subscriber base.\n--------------------------------------------------------------------------------\nOther Issues\/Application\nRequirements\n--------------------------------------------------------------------------------\n. Advertising . The area across the top of each site page\n will be a dedicated space for third party\n advertising. The height of this area will\n be at least as high as that of the Preview\n Travel and Expedia web site as of the\n Effective Date of this Agreement.\n . This top of the page space will be enabled\n for delivery of at least one banner and\n one ad button (similar to Preview Travel)\n in the case of high usage pages.\n--------------------------------------------------------------------------------\n. Car\/Hotel Fulfillment . GT will provide the ability for customers\n on the AWA site to purchase car\/hotel\n reservations.\n . GT will fulfill all car\/hotel tickets.\n . Link to cars\/hotels will be a closed\n commerce loop, so pax does not leave site.\n . Option to purchase car\/hotel will be\n presented throughout the site\n--------------------------------------------------------------------------------\n. Data Reports . Global observer will provide daily PNR\n--------------------------------------------------------------------------------\n\n 9.\n\n\n \n--------------------------------------------------------------------------------\nPHASE I FUNCTIONALITY Comments\n--------------------------------------------------------------------------------\n summary information.\n . AWA will receive PNR data real time when\n released as a GT booking engine feature.\n AWA will be responsible for parsing and\n storing the software, GT will provide the\n real-time access using HTTPD and SSL when\n released as a GT booking engine feature.\n . AWA will receive a weekly file with\n updated customer profiles. [Push of PNR\n data will be part of Phase II.]\n . AWA will receive trend reports on site\n traffic on a daily basis. Data will\n include # of visitors, impressions, top\n entry pages, and other site traffic\n information\n . GT will provide AWA a on-line access to\n site traffic information.\n--------------------------------------------------------------------------------\n. Frequent Flyer Information . Ability to identify bookings requiring\n bonus miles\n--------------------------------------------------------------------------------\n. PNR Internet Booking Indicator . An indicator that the PNR is from the\n internet will be added to the PNR (assumes\n a remarks line in the ARS)\n--------------------------------------------------------------------------------\n. Redundancy\/Backups . AWA will provide lines to GT with the\n redundancy level that AWA requires.\n . GT will provide full back up support for\n AWA on a daily basis.\n--------------------------------------------------------------------------------\n. Separate lines to SHARES from . If more than one data center is required \n each site to meet traffic demands, a separate,\n redundant line will be connected to each\n data center.\n--------------------------------------------------------------------------------\n. Adequate line capacity to . Adequate line capacity\/bandwidth will be\n SHARES and the Internet provided by AWA for connection to SHARES..\n Adequacy to be determined by 3rd party\n traffic monitoring and analysis service to\n meet competitive response times.\n . GT will contract no less than 2 separate,\n independent communications carriers to\n provide redundant connection to Internet.\n AWA will provide connection to SHARES.\n--------------------------------------------------------------------------------\n. Bandwidth . Hosting fee will be dependent upon data\n requests and server responses as indicated\n in Exhibit C based on PNR bookings. There\n will be no limits to the amount (byte\n size) of \n--------------------------------------------------------------------------------\n\n 10.\n\n\n \n--------------------------------------------------------------------------------\nPHASE I FUNCTIONALITY Comments\n--------------------------------------------------------------------------------\n data served within reasonable limits for\n internet performance.\n--------------------------------------------------------------------------------\n. Security (facilities & . GT will provide certified firewalls \n firewall encrypted) between the Internet and AWA information\n in the servers.\n . GT will monitor security events and\n periodically poll each server. GT will\n notify AWA of any security breaches\n detected.\n . GT will provide AWA with a secure login id\n and password for access to the AWA\n administrative area of the web site.\n . GT will provide annual independent\n security audits to be performed by an\n independent web site security auditor that\n meets industry standards for security\n auditing as requested by AWA at the\n expense of AWA\n . GT hosts its services at a facility which\n is secured on a 24X7 basis.\n . GT will provide for a secured, firewall-\n protected database, content and\n applications.\n . All transmitted customer information and\n credit card information will be secured\n and encrypted through industry standard\n secure SSL encryption technologies\n integrated into standard browsers and\n commercial HTTP servers (the customer must\n select secure connections).\n . Credit card numbers and user passwords\n will be stored on the database in an\n encrypted form.\n-------------------------------------------------------------------------------\n. Multiple Browser Support . GT will support its product operating\n through the following browsers: Netscape\n 3.X and 4.X, IE 3.X, 4.X and 5.X and AOL\n Version 3.X and 4.X.\n--------------------------------------------------------------------------------\n. Peak Capacity Capabilities . GT engineers the Private Label Site to\n accommodate peaks of 35% over Company\n forecast of average predicted daily use.\n Line capacity should never exceed 75% of\n peak capacity during peak periods. GT's\n ability to meet the preceding capacity\n levels are predicated on site traffic\n within 20% of AWA's rolling six month\n forecasts.\n--------------------------------------------------------------------------------\n. Scheduled Downtime . Today, GT does not schedule downtime.\n--------------------------------------------------------------------------------\n\n 11.\n\n\n \n--------------------------------------------------------------------------------\nPHASE I FUNCTIONALITY Comments\n--------------------------------------------------------------------------------\n However, in the event that GT does\n schedule downtime in the future, GT will\n schedule such downtime between 12am and\n 4am Pacific Time. GT will notify Company\n one week in advance of such scheduled\n downtime. The system will not be down for\n greater than thirty (30) minutes without\n Company prior approval and scheduled\n outages will not be greater than two (2)\n hours in one calendar month. Scheduled\n outages that exceed the planned timeframe\n will be considered unscheduled. This\n scheduled downtime will not be included in\n measurement of system availability as\n listed in Attachment D.\n--------------------------------------------------------------------------------\n\n--------------------------------------------------------------------------------\nPHASE II FUNCTIONALITY . The following items will be included as\n part of PHASE II implementation. [*]\n . The target date for Delivery of PHASE II\n functionality is [*] after the Delivery of\n Phase I. Delivery of individual functions\n may be phased in after the Phase I\n implementation date.\n--------------------------------------------------------------------------------\n. Refunds . Customers will be able to process refunds\n on the site\n--------------------------------------------------------------------------------\n. Access to PNR data . GT will enable push of passenger detail\n PNR data 30 days after Phase I\n implementation\n--------------------------------------------------------------------------------\n. E-Certificates . GT will enable the use of Phase II \n E-Certificates\n--------------------------------------------------------------------------------\n. Online FF Account Access . Feature development dependent upon timely\n installation of dedicated lease line from\n AWA FF database to GT Data Center\n--------------------------------------------------------------------------------\n. FF Redemption Bookings . Feature development dependent upon timely\n installation of dedicated lease line from\n AWA FF database to GT Data Center\n--------------------------------------------------------------------------------\n. FF Email Flight Change . Feature development dependent upon timely\n notification installation of dedicated lease line from\n AWA FF database to GT Data Center\n--------------------------------------------------------------------------------\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\n WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH\n RESPECT TO THE OMITTED PORTIONS.\n\n 12.\n\n\n \n--------------------------------------------------------------------------------\n. FF Upgrades . Feature development dependent upon timely\n installation of dedicated lease line from\n AWA FF database to GT Data Center\n--------------------------------------------------------------------------------\n. Approximated Low Fare Search . GT will make all commercially reasonable\n efforts to complete this for Phase I.\n . Customer able to price up to 4 RTs with\n one query\n . Customer will select flights based on O&D\n not on segments\n . Customer will be able to select fare\n desired from this list\n . This function will be delivered for\n testing [*] days after the initial\n implementation of Phase I functionality.\n--------------------------------------------------------------------------------\n. Low Fare Search (Optional) . AW will have the option of using a portion\n of the [*] of development time to\n implement a low fare search through\n SHARES. Alternatively, GT can implement a\n low fare search through an alternate CRS\n for an additional fee for alternate CRS\n utilization.\n--------------------------------------------------------------------------------\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\n WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH\n RESPECT TO THE OMITTED PORTIONS.\n\n 13.\n\n\n \n Attachment C\n\n FEES\n\nThe following Fees are to be paid by Company to GT, unless otherwise indicated:\n\n Private Label Site Management Fees* [*] for 1st year (1\/2 paid upon\n execution)\n\n [*] for 2nd year\n\n [*] for 3rd year\n\n [*] for 4th year\n\n Server and Communications Costs [*] per PNR\n\n Advertising Revenue [*] of the gross revenues to Company\n\n Hotel and Car Commission** [*] to Company\n\n Dedicated Company ARS line and Other\n Company Hardware and Software, if any [*]\n\n*Company shall pay a pro-rata portion of the yearly License Fee each quarter in\nadvance.\n\n**GT shall pay to Company [*] of the Hotel and Car Commission actually received\nfrom car and hotel reservations made through the Private Label Site, less sales,\nuse, excise and other taxes and duties.\n\n Fees for Optional Services***\n\n Programming Hourly Fee [*]\n HTML Coding Hourly Fee [*]\n Graphic Design Hourly Fee [*]\n Special Consulting Hourly Fee [*]\n Email Distribution of Fares [*] per 100,000 messages per mailing\n (min.$1,000\/mailing).\n\n***[*] of Fees for Optional Services per contract year will be at no charge to\nCompany. Any portion of the [*] free hours remaining unused at the end of the\ncontract year will be forfeited except if the hours remain unused due to the\nfault of GT.\n\nFor all Fees for Optional Services, estimates will be provided and work will not\nbe initiated without a signed authorization from Company accepting the estimate.\nAll fees for Optional Services are subject to change at any time with prior\nnotice to Company; provided that Fees for Optional Services will not increase at\na rate greater than 10% per annum.\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\n WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH\n RESPECT TO THE OMITTED PORTIONS.\n\n 1.\n\n\n \n Attachment D\n\n1. Technical Support Services.\n\n GT will provide support services to Company, including the following:\n\n 1.1 Telephone Hot-Line Support; Acknowledgement of GT Reservation System\nFailures. GT will provide telephone hot-line support services to Company's\ndesignated support contact twenty-four (24) hours a day, seven (7) days a week.\nSuch support will include reasonable consultation on the operation and\nutilization of the Private Label Site and problem resolution for failures of the\nGT Reservation System as reported by the Company.\n\n 1.2 Problem Definition. \"PAR\" means Problem Action Request. PAR(s) will be\ndetermined by the severity of the Private Label Site or GT Reservation System\nfailure. Severity levels are defined as follows:\n\n Severity Level 1 shall be defined as a \"Critical Problem\" wherein the\nPrivate Label Site is not operational (such as Global Observer) or has a\ncritical loss of capability such as the inability to browse or book, frequency\nof failure precludes productive use, or critical job\/data integrity defect.\n\n Severity Level 2 shall be defined as a \"Major Problem\" wherein the Private\nLabel Site is operational but with capability that is severely or moderately\ndegraded such as the inability to run a major application within the GT\nReservation System, non-critical product feature or function that does not work,\nor failure that requires on-going intervention to maintain productive use.\n\n Severity Level 3 shall be defined as a \"Minor Problem\" wherein the Private\nLabel Site is operational, with no significant impact to performance.\n\n 1.3 Response Times\n\n GT shall acknowledge a Severity Level 1 Problem within sixty (60) minutes.\n\n GT shall exercise all commercially reasonable efforts to meet the following\nresponse times for a Severity Level II or III Problem:\n\n . two (2) hours for acknowledgment of a Severity Level II Problem\n\n . next calendar day for Severity Level III Problem\n\n GT acknowledgement may be by fax, phone, or e-mail to Company program\n administrator. All technical support services will be provided from GT's\n facility unless otherwise requested by Company upon reasonable belief that\n such services must be provided at Company's facilities subject to the terms\n and conditions of Sections 8.6 and 8.7 of this Agreement.\n\n 1.\n\n\n \n 1.4 Problem Resolution.\n \n GT shall implement the following problem investigation and resolution\ncorrection procedures:\n\n Severity Level I Problems:\n\n GT shall promptly initiate the following procedures: (1) assign senior GT\nengineers to correct the Critical Problem; (2) notify senior GT management that\nsuch a Critical Problem has been reported and that steps are being taken to\ncorrect the Critical Problem; (3) provide Company with periodic reports every\nfour (4) hours on the status of the corrections; and (4) provide either (a)\nproblem resolution or (b) a plan to achieve problem resolution within thirty-six\n(36) hours. In the case that GT's plan for resolution or the actual time to\nresolution exceed one week of system downtime, Company will have the right to\nterminate this Agreement pursuant to Section 12.2 (Termination for Cause).\n\n Severity Level II Problem:\n\n GT shall exercise all commercially reasonable efforts to provide Company\nwith a workaround and to include the fix for the Major Problem in the next\nupgrade to the Private Label Site or the GT Reservation System.\n\n Severity Level III Problems:\n\n GT may include the fix for the Minor Problem in the next upgrade to the\nPrivate Label Site or the GT Reservation System, unless it reasonably believes\nthat there is insufficient time before release of the next update to add the\nfix, in which case it shall include the fix in the update following the next\nupdate.\n\n2. GT Reservation System Availability. During the term of this Agreement, GT\n shall use commercially reasonable efforts to ensure that the Private Label\n Site and the GT Reservation System are available and able to accurately\n process the Company's employees inquiries for browsing and Booking a\n minimum of ninety-nine percent (99%) of the time over a two month period.\n If system availability falls below 99% for either (a) nine months during a\n twelve month period or (b) any consecutive six month period due to failures\n that are GT's responsibility during such period and Company has provided a\n Forecast accurate to within 20% during such period, Company will have the\n right to terminate this Agreement pursuant to Section 12.2 (Termination for\n Cause).\n\n3. Information Backup. As part of the service that GT provides Company, GT\n will make a complete backup of Company information stored in connection\n with operation of the Private Label Site at least once a day. Upon\n Company's reasonable request, GT shall provide Company a complete\n electronic copy of such information\n\nWhen determining whether any of the preceding performance measurements for\nproblem response time and system availability have been met, the measurements\nabove shall not include\n\n 2.\n\n\n \nfailures related to hardware or software systems outside of the reasonable\ncontrol of GT, as determined in accordance with Section 13.1 of the Agreement.\n\n 3.\n\n\n \n Attachment E\n\n ESCROW AGREEMENT\n\n\n Master Number ______________________\n\nThis Agreement is effective October __, 1999 among DSI Technology Escrow\nServices, Inc. (\"DSI\"), GetThere.Com Inc.(\"Depositor\") and any additional party\nsigning the Acceptance Form attached to this Agreement (\"Preferred\nBeneficiary\"), who collectively may be referred to in this Agreement as \"the\nparties.\"\n\nA. Depositor and Preferred Beneficiary have entered or will enter into a\nservice agreement, license agreement, development agreement, and\/or other\nagreement regarding certain proprietary technology of Depositor (referred to in\nthis Agreement as the \"Service Agreement\") which provides for the escrow of\ncurrent and complete software, source code, documentation and other matters\nrelated to and required to operate, maintain and update the GT Reservation\nSystem as defined in the Service Agreement (collectively, the \"Deposit\nMaterials\").\n\nB. Depositor desires to avoid disclosure of its proprietary technology except\nunder certain limited circumstances.\n\nC. The availability of the proprietary technology of Depositor is critical to\nPreferred Beneficiary in the conduct of its business and, therefore, Preferred\nBeneficiary needs access to the proprietary technology under certain limited\ncircumstances.\n\nD. Depositor and Preferred Beneficiary desire to establish an escrow with DSI\nto provide for the retention, administration and controlled access of certain\nproprietary technology materials of Depositor.\n\nE. The parties desire this Agreement to be supplementary to the Service\nAgreement pursuant to 11 United States [Bankruptcy] Code, Section 365(n).\n\nARTICLE 1 -- DEPOSITS\n\n1.1 Obligation to Make Deposit. Upon the signing of this Agreement by the\n -------------------------- \nparties, including the signing of the Acceptance Form, Depositor shall deliver\nto DSI the proprietary technology and other materials (\"Deposit Materials\")\nrequired to be deposited by the Service Agreement or, if the Service Agreement\ndoes not identify the materials to be deposited with DSI, then such materials\nwill be identified on an Exhibit A. If Exhibit A is applicable, it is to be\nprepared and signed by Depositor and Preferred Beneficiary. DSI shall have no\nobligation with respect to the preparation, signing or delivery of Exhibit A.\n\n1.2 Identification of Tangible Media. Prior to the delivery of the Deposit\n -------------------------------- \nMaterials to DSI, Depositor shall conspicuously label for identification each\ndocument, magnetic tape, \n\n 1.\n\n\n \ndisk, or other tangible media upon which the Deposit Materials are written or\nstored. Additionally, Depositor shall complete Exhibit B to this Agreement by\nlisting each such tangible media by the item label description, the type of\nmedia and the quantity. The Exhibit B must be signed by Depositor and delivered\nto DSI with the Deposit Materials. Unless and until Depositor makes the initial\ndeposit with DSI, DSI shall have no obligation with respect to this Agreement,\nexcept the obligation to notify the parties regarding the status of the deposit\naccount as required in Section 2.2 below.\n\n1.3 Deposit Inspection. When DSI receives the Deposit Materials and the Exhibit\n ------------------ \nB, DSI will conduct a deposit inspection by visually matching the labeling of\nthe tangible media containing the Deposit Materials to the item descriptions and\nquantity listed on the Exhibit B. In addition to the deposit inspection,\nPreferred Beneficiary may elect to cause a verification of the Deposit Materials\nin accordance with Section 1.6 below.\n\n1.4 Acceptance of Deposit. At completion of the deposit inspection, if DSI\n --------------------- \ndetermines that the labeling of the tangible media matches the item descriptions\nand quantity on Exhibit B, DSI will date and sign the Exhibit B and mail a copy\nthereof to Depositor and Preferred Beneficiary. If DSI determines that the\nlabeling does not match the item descriptions or quantity on the Exhibit B, DSI\nwill (a) note the discrepancies in writing on the Exhibit B; (b) date and sign\nthe Exhibit B with the exceptions noted; and (c) mail a copy of the Exhibit B to\nDepositor and Preferred Beneficiary. DSI's acceptance of the deposit occurs upon\nthe signing of the Exhibit B by DSI. Delivery of the signed Exhibit B to\nPreferred Beneficiary is Preferred Beneficiary's notice that the Deposit\nMaterials have been received and accepted by DSI.\n\n1.5 Depositor's Representations. Depositor represents as follows:\n --------------------------- \n\n a. Depositor lawfully possesses all of the Deposit Materials deposited\n with DSI;\n\n b. With respect to all of the Deposit Materials, Depositor has the right\n and authority to grant to DSI and Preferred Beneficiary the rights as\n provided in this Agreement;\n\n c. The Deposit Materials are not subject to any lien or other\n encumbrance;\n\n d. The Deposit Materials consist of the proprietary technology and other\n materials identified either in the Service Agreement or Exhibit A,\n as the case may be; and\n\n e. The Deposit Materials are readable and useable in their current form\n or, if the Deposit Materials are encrypted, the decryption tools and\n decryption keys have also been deposited.\n\n1.6 Verification. Preferred Beneficiary shall have the right, at Preferred\n ------------ \nBeneficiary's expense, to cause a verification of any Deposit Materials. A\nverification determines, in different levels of detail, the accuracy,\ncompleteness, sufficiency and quality of the Deposit Materials. If a\nverification is elected after the Deposit Materials have been delivered to DSI,\nthen only DSI, or\n\n 2.\n\n\n \nat DSI's election an independent person or company selected and supervised by\nDSI, may perform the verification.\n\n1.7 Deposit Updates. Unless otherwise provided by the Service Agreement,\n --------------- \nwithin thirty (30) days of the installation of any new update to the GT\nReservation System (or any other substantial modification thereto), or within\nsix (6) months of the last deposit hereunder, whichever is sooner, Depositor\nshall deliver to DSI for deposit in accordance with this Agreement , any and all\nupdates or other changes to the Deposit Materials which correspond to changes,\nif any, made to the GT Reservation System or shall notify DSI that no changes\nwere made during the preceding period. Such updates or other changes will be\nadded to the existing deposit. All deposit updates and other changes shall be\nlisted on a new Exhibit B and the new Exhibit B shall be signed by Depositor.\nEach Exhibit B will be held and maintained separately within the escrow account.\nAn independent record will be created which will document the activity for each\nExhibit B. The processing of all deposit updates or other changes shall be in\naccordance with Sections 1.2 through 1.6 above. All references in this Agreement\nto the Deposit Materials shall include the initial Deposit Materials and any\nupdates or other changes.\n\n1.8 Removal of Deposit Materials. The Deposit Materials may be removed and\/or\n ---------------------------- \nexchanged only on written instructions signed by Depositor and Preferred\nBeneficiary, or as otherwise provided in this Agreement.\n\nARTICLE 2 -- CONFIDENTIALITY AND RECORD KEEPING\n\n2.1 Confidentiality. DSI shall maintain the Deposit Materials in a secure,\n --------------- \nenvironmentally safe, locked facility which is accessible only to authorized\nrepresentatives of DSI. DSI shall have the obligation to reasonably protect the\nconfidentiality of the Deposit Materials. Except as provided in this Agreement,\nDSI shall not disclose, transfer, make available, or use the Deposit Materials.\nDSI shall not disclose the content of this Agreement to any third party. If DSI\nreceives a subpoena or other order of a court or other judicial tribunal\npertaining to the disclosure or release of the Deposit Materials, DSI will\nimmediately notify the parties to this Agreement. It shall be the responsibility\nof Depositor and\/or Preferred Beneficiary to challenge any such order; provided,\nhowever, that DSI does not waive its rights to present its position with respect\nto any such order. DSI will not be required to disobey any court or other\njudicial tribunal order. (See Section 7.5 below for notices of requested\norders.)\n\n2.2 Status Reports. DSI will issue to Depositor and Preferred Beneficiary a\n -------------- \nreport profiling the account history at least semi-annually. DSI may provide\ncopies of the account history pertaining to this Agreement upon the request of\nany party to this Agreement.\n\n2.3 Audit Rights. During the term of this Agreement, Depositor and Preferred\n ------------ \nBeneficiary shall each have the right to inspect the written records of DSI\npertaining to this Agreement. Any inspection shall be held during normal\nbusiness hours and following reasonable prior notice.\n\nARTICLE 3 -- GRANT OF RIGHTS TO DSI\n\n 3.\n\n\n \n3.1 Title to Media. Depositor hereby transfers to DSI the title to the media\n -------------- \nupon which the proprietary technology and materials are written or stored.\nHowever, this transfer does not include the ownership of the proprietary\ntechnology and materials contained on the media such as any copyright, trade\nsecret, patent or other intellectual property rights.\n\n3.2 Right to Make Copies. DSI shall have the right to make copies of the\n -------------------- \nDeposit Materials as reasonably necessary to perform this Agreement. DSI shall\ncopy all copyright, nondisclosure, and other proprietary notices and titles\ncontained on the Deposit Materials onto any copies made by DSI. With all Deposit\nMaterials submitted to DSI, Depositor shall provide any and all instructions as\nmay be necessary to duplicate the Deposit Materials including but not limited to\nthe hardware and\/or software needed.\n\n3.3 Right to Transfer Upon Release. Depositor hereby grants to DSI the right to\n ------------------------------ \ntransfer Deposit Materials to Preferred Beneficiary upon any release of the\nDeposit Materials for use by Preferred Beneficiary in accordance with Section\n4.5. Except upon such a release or as otherwise provided in this Agreement, DSI\nshall not transfer the Deposit Materials.\n\nARTICLE 4 -- RELEASE OF DEPOSIT\n\n4.1 Release Conditions. As used in this Agreement, \"Release Condition\" shall\n ------------------ \nmean a release condition as described in the Acceptance Form.\n\n4.2 Filing For Release. If Preferred Beneficiary believes in good faith that a\n ------------------ \nRelease Condition has occurred, Preferred Beneficiary may provide to DSI written\nnotice of the occurrence of the Release Condition and a request for the release\nof the Deposit Materials. Upon receipt of such notice, DSI shall provide a copy\nof the notice to Depositor by overnight courier.\n\n4.3 Contrary Instructions. From the date DSI mails the notice requesting\n --------------------- \nrelease of the Deposit Materials, Depositor shall have ten (10) business days to\ndeliver to DSI Contrary Instructions. \"Contrary Instructions\" shall mean the\nwritten representation by Depositor that a Release Condition has not occurred or\nhas been cured. Upon receipt of Contrary Instructions, DSI shall send a copy to\nPreferred Beneficiary by commercial express mail. Additionally, DSI shall notify\nboth Depositor and Preferred Beneficiary that there is a dispute to be resolved\npursuant to the Dispute Resolution section of this Agreement (Section 7.3).\nSubject to Section 5.2, DSI will continue to store the Deposit Materials without\nrelease pending (a) joint instructions from Depositor and Preferred Beneficiary;\n(b) resolution pursuant to the Dispute Resolution provisions described in\nSection 7.3; or (c) order of a court.\n\n4.4 Release of Deposit. If DSI does not receive Contrary Instructions from the\n ------------------ \nDepositor, DSI is authorized to release the Deposit Materials to the Preferred\nBeneficiary or, if more than one beneficiary is registered to the deposit, to\nrelease a copy of the Deposit Materials to the Preferred Beneficiary. However,\nDSI is entitled to receive any fees due DSI before making the release. Any\ncopying expense in excess of $300 will be chargeable to Preferred Beneficiary.\n\n 4.\n\n\n \nUpon any such release, the escrow arrangement will terminate as it relates to\nthe Depositor and Preferred Beneficiary involved in the release.\n\n4.5 Right to Use Following Release. Preferred Beneficiary has the right to use\n ------------------------------ \nthe Deposit Materials for the sole purpose of continuing the benefits afforded\nto Preferred Beneficiary by the Service Agreement; provided, however, that\nPreferred Beneficiary agrees not to exercise this right until it has received\nthe Deposit Materials upon their release in accordance with this Article 4.\nPreferred Beneficiary shall be obligated to maintain the confidentiality of the\nreleased Deposit Materials.\n\nARTICLE 5 -- TERM AND TERMINATION\n\n5.1 Term of Agreement. The initial term of this Agreement is for a period of\n ----------------- \none year. Thereafter, this Agreement shall automatically renew from year-to-year\nunless (a) Depositor and Preferred Beneficiary jointly instruct DSI in writing\nthat the Agreement is terminated; (b) Preferred Beneficiary instructs DSI in\nwriting that the Agreement is terminated as it relates to Preferred Beneficiary;\nor (c) the Agreement is terminated by DSI for nonpayment in accordance with\nSection 5.2. If the Acceptance Form has been signed at a date later than this\nAgreement, the initial term of the Acceptance Form will be for one year with\nsubsequent terms to be adjusted to match the anniversary date of this Agreement.\nIf the deposit materials are subject to another escrow agreement with DSI, DSI\nreserves the right, after the initial one year term, to adjust the anniversary\ndate of this Agreement to match the then prevailing anniversary date of such\nother escrow arrangements.\n\n5.2 Termination for Nonpayment. In the event of the nonpayment of fees owed to\n -------------------------- \nDSI, DSI shall provide written notice of delinquency to the parties to this\nAgreement affected by such delinquency. Any such party shall have the right to\nmake the payment to DSI to cure the default. If the past due payment is not\nreceived in full by DSI within one month of the date of such notice, then at any\ntime thereafter DSI shall have the right to terminate this Agreement to the\nextent it relates to the delinquent party by sending written notice of\ntermination to such affected parties. DSI shall have no obligation to take any\naction under this Agreement so long as any payment due to DSI remains unpaid.\n\n5.3 Disposition of Deposit Materials Upon Termination. Upon termination of this\n ------------------------------------------------- \nAgreement, DSI shall destroy, return, or otherwise deliver the Deposit Materials\nin accordance with Depositor's instructions. If there are no instructions, DSI\nmay, at its sole discretion, destroy the Deposit Materials or return them to\nDepositor. DSI shall have no obligation to return or destroy the Deposit\nMaterials if the Deposit Materials are subject to another escrow agreement with\nDSI.\n\n5.4 Survival of Terms Following Termination. Upon termination of this\n --------------------------------------- \nAgreement, the following provisions of this Agreement shall survive:\n\n a. Depositor's Representations (Section 1.5);\n\n b. The obligations of confidentiality with respect to the Deposit\n Materials;\n\n 5.\n\n\n \n c. The rights granted in the sections entitled Right to Transfer Upon\n Release (Section 3.3) and Right to Use Following Release (Section\n 4.5), if a release of the Deposit Materials has occurred prior to\n termination;\n\n d. The obligation to pay DSI any fees and expenses due;\n\n e. The provisions of Article 7; and\n\n f. Any provisions in this Agreement which specifically state they survive\n the termination or expiration of this Agreement.\n\nARTICLE 6 -- DSI'S FEES\n\n6.1 Fee Schedule. DSI is entitled to be paid its standard fees and expenses\n ------------ \napplicable to the services provided. DSI shall notify the party responsible for\npayment of DSI's fees at least 90 days prior to any increase in fees. For any\nservice not listed on DSI's standard fee schedule, DSI will provide a quote\nprior to rendering the service, if requested.\n\n6.2 Payment Terms. DSI shall not be required to perform any service unless the\n ------------- \npayment for such service and any outstanding balances owed to DSI are paid in\nfull. Fees are due upon receipt of a signed contract or receipt of the Deposit\nMaterials whichever is earliest. If invoiced fees are not paid, DSI may\nterminate this Agreement in accordance with Section 5.2. Late fees on past due\namounts shall accrue interest at the rate of one and one-half percent per month\n(18% per annum) from the date of the invoice.\n\nARTICLE 7 -- LIABILITY AND DISPUTES\n\n7.1 Right to Rely on Instructions. DSI may act in reliance upon any\n ----------------------------- \ninstruction, instrument, or signature reasonably believed by DSI to be genuine.\nDSI may assume that any employee of a party to this Agreement who gives any\nwritten notice, request, or instruction has the authority to do so. DSI shall\nnot be responsible for failure to act as a result of causes beyond the\nreasonable control of DSI.\n\n7.2 Indemnification. DSI shall be responsible to perform its obligations under\n --------------- \nthis Agreement and to act in a reasonable and prudent manner with regard to this\nescrow arrangement. Provided DSI has acted in the manner stated in the preceding\nsentence, Depositor and Preferred Beneficiary each agree to indemnify, defend\nand hold harmless DSI from any and all claims, actions, damages, arbitration\nfees and expenses, costs, attorney's fees and other liabilities incurred by DSI\nrelating in any way to this escrow arrangement.\n\n7.3 Dispute Resolution. Any dispute relating to or arising from this Agreement\n ------------------ \nshall be resolved by arbitration under the Commercial Rules of the American\nArbitration Association. \n\n 6.\n\n\n \nDepositor and Preferred Beneficiary will each select one arbitrator and a third\narbitrator will be selected unanimously by the two arbitrators selected by the\nparties. If the two arbitrators selected by the parties are unable to select the\nthird arbitrator within ten (10) days of the appointment of the two arbitrators,\nthe parties consent to the selection of the third arbitrator by the AAA\nadministrator. Unless otherwise agreed by Depositor and Preferred Beneficiary,\narbitration will take place in Palo Alto, California, USA. Any court having\njurisdiction over the matter may enter judgment on the award of the arbitrators.\nService of a petition to confirm the arbitration award may be made by First\nClass mail or by commercial express mail, to the attorney for the party or, if\nunrepresented, to the party at the last known business address.\n\n7.4 Controlling Law. This Agreement is to be governed and construed in\n --------------- \naccordance with the laws of the State of California, without regard to its\nconflict of law provisions.\n\n7.5 Notice of Requested Order. If any party intends to obtain an order from\n ------------------------- \nthe arbitrator or any court of competent jurisdiction which may direct DSI to\ntake, or refrain from taking any action, that party shall:\n\n a. Give DSI at least two business days' prior notice of the hearing;\n\n b. Include in any such order that, as a precondition to DSI's obligation,\n DSI be paid in full for any past due fees and be paid for the\n reasonable value of the services to be rendered pursuant to such\n order; and\n\n c. Ensure that DSI not be required to deliver the original (as opposed to\n a copy) of the Deposit Materials if DSI may need to retain the\n original in its possession to fulfill any of its other escrow duties.\n\nARTICLE 8 -- GENERAL PROVISIONS\n\n8.1 Entire Agreement. This Agreement, which includes the Acceptance Form and \n ---------------- \nthe Exhibits described herein, embodies the entire understanding among all of\nthe parties with respect to its subject matter and supersedes all previous\ncommunications, representations or understandings, either oral or written. DSI\nis not a party to the Service Agreement between Depositor and Preferred\nBeneficiary and has no knowledge of any of the terms or provisions of any such\nService Agreement. DSI's only obligations to Depositor or Preferred Beneficiary\nare as set forth in this Agreement. No amendment or modification of this\nAgreement shall be valid or binding unless signed by all the parties hereto,\nexcept that Exhibit A need not be signed by DSI, Exhibit B need not be signed by\nPreferred Beneficiary and the Acceptance Form need only be signed by the parties\nidentified therein.\n\n8.2 Notices. All notices, invoices, payments, deposits and other documents and\n ------- \ncommunications shall be given to the parties at the addresses specified in the\nattached Exhibit C and Acceptance Form. It shall be the responsibility of the\nparties to notify each other as provided in this Section in the event of a\nchange of address. The parties shall have the right to\n\n 7.\n\n\n \nrely on the last known address of the other parties. Unless otherwise provided\nin this Agreement, all documents and communications may be delivered by First\nClass mail.\n\n8.3 Severability. In the event any provision of this Agreement is found to be\n ------------ \ninvalid, voidable or unenforceable, the parties agree that unless it materially\naffects the entire intent and purpose of this Agreement, such invalidity,\nvoidability or unenforceability shall affect neither the validity of this\nAgreement nor the remaining provisions herein, and the provision in question\nshall be deemed to be replaced with a valid and enforceable provision most\nclosely reflecting the intent and purpose of the original provision.\n\n8.4 Successors. This Agreement shall be binding upon and shall inure to the\n ---------- \nbenefit of the successors and assigns of the parties. However, DSI shall have no\nobligation in performing this Agreement to recognize any successor or assign of\nDepositor or Preferred Beneficiary unless DSI receives clear, authoritative and\nconclusive written evidence of the change of parties.\n\n 8.\n\n\n \n8.5 Regulations. Depositor and Preferred Beneficiary are responsible for and\n ----------- \nwarrant compliance with all applicable laws, rules and regulations, including\nbut not limited to customs laws, import, export, and re-export laws and\ngovernment regulations of any country from or to which the Deposit Materials may\nbe delivered in accordance with the provisions of this Agreement.\n\n\nGetThere.com Inc. DSI Technology Escrow Services, Inc.\n\n\nBy:_________________________________ By:_________________________________\n\nName: Kenneth Pelowski Name:_______________________________ \n \nTitle: Chief Operating Officer & CFO Title:______________________________ \n \nDate:_______________________________ Date:_______________________________ \n\n 9. \n\n\n \n PREFERRED BENEFICIARY\n ACCEPTANCE FORM\n \n Account Number [*]\n \nDepositor, Preferred Beneficiary and DSI Technology Escrow Services, Inc.\n(\"DSI\"), hereby acknowledge that America West Airlines, Inc. is the Preferred\nBeneficiary referred to in the Master Preferred Escrow Agreement effective\nOctober ___________, 1999 with DSI as the escrow agent and GetThere.com Inc. as\nthe Depositor. Preferred Beneficiary hereby agrees to be bound by all provisions\nof such Agreement.\n\nDepositor and Preferred Beneficiary agree that the Release Conditions referred\nto in Section 4.1 of the Agreement are Depositor's filing under Chapter 7 or\nChapter 11 of the Bankruptcy Code or ceasing its business operations without a\nsuccessor.\n\nDepositor hereby enrolls Preferred Beneficiary to the following account(s):\n\nAccount Name Account Number\n------------ --------------\n \nGetThere.com Inc. [*]\n--------------------------------- -----------------------------------\n_________________________________ ___________________________________\n_________________________________ ___________________________________\n\n\nNotices and communications to Preferred\nBeneficiary should be addressed to: Invoices should be addressed to:\n \nCompany Name: AW to supply ___________________________________\nAddress:_________________________ ___________________________________\n _________________________ ___________________________________\n _________________________ ___________________________________\nDesignated Contact:______________ Contact:___________________________\nTelephone:_______________________ ___________________________________\nFacsimile:_____ P.O.#, if required:________________\n\n\nAmerica West Airlines, Inc. GetThere.com Inc.\nPreferred Beneficiary Depositor\n\n \nBy: _____________________________ By: _______________________________\nName:____________________________ Name:______________________________\nTitle:___________________________ Title:_____________________________\nDate:____________________________ Date:______________________________\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\n WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH\n RESPECT TO THE OMITTED PORTIONS.\n\n 10.\n\n\n \nDSI Technology Escrow Services, Inc.\n------------------------------------\n \nBy: _____________________________\nName:____________________________\nTitle:___________________________\nDate:____________________________\n\n 11.\n\n\n \n EXHIBIT A\n\n MATERIALS TO BE DEPOSITED\n\n Account Number [*]\n\nDepositor represents to Preferred Beneficiary that Deposit Materials delivered\nto DSI shall consist of the following: all current and complete software, source\ncode, documentation and other matters related to and required to operate,\nmaintain and update the GT Reservation System as defined in the Service\nAgreement.\n\nDepositor Preferred Beneficiary\n\nBy:______________________________ By:________________________________\n\nName:____________________________ Name:______________________________\n\nTitle:___________________________ Title:_____________________________\n\nDate:____________________________ Date:______________________________\n\n[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY\n WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH\n RESPECT TO THE OMITTED PORTIONS.\n\n 12.\n\n\n \n EXHIBIT B\n\n DESCRIPTION OF DEPOSIT MATERIALS\n\nDepositor Company Name GetThere.com Inc.________________________________________\n\nAccount Number [*]______________________________________________________________\n \nProduct Name GetThere.com System Sources ________________ Version 4.2 __________\n(Product Name will appear on Account History report)\n \nDEPOSIT MATERIAL DESCRIPTION:\n\n\n<\/pre>\n
\n\nQuantity Media Type & Size Label Description of Each Separate Item
\n (Please use other side if additional space is needed)<\/p>\n
\n
\n______ Disk 3.5″ or ____<\/p>\n DAT TAPE 4____MM
\n______ CD-ROM<\/p>\n
2_____ Data cartridge tape ____ 4.2 Templates<\/p>\n
_______ 4.2 Source<\/p>\n
_______ TK 70 or ____ tape<\/p>\n
_______ Magnetic tape ____<\/p>\n
_______ Documentation<\/p>\n
_______ Other ______________________<\/p>\n
<\/c><\/c><\/caption>\n<\/table>\n
PRODUCT DESCRIPTION:
\nOperating System Solaris 2.6____________________________________________________
\nHardware Platform Sun AXMP______________________________________________________<\/p>\n
DEPOSIT COPYING INFORMATION:
\nIs the media encrypted? Yes \/ No If yes, please include any passwords and the
\ndecryption tools.
\nEncryption tool name____________________________________ Version _______________<\/p>\n
Hardware required_______________________________________________________________
\nSoftware required_______________________________________________________________<\/p>\n
\n
\nI certify for Depositor that the above described DSI has inspected and accepted the above
\nDeposit Materials have been transmitted to DSI: materials (any exceptions are noted above):<\/p>\nSignature_______________________________________ Signature_________________________________________
\nPrint Name______________________________________ Print Name________________________________________<\/p>\n
<\/c><\/table>\n
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
\n WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
\n RESPECT TO THE OMITTED PORTIONS.<\/p>\n
13.<\/p>\n
\n
\nDate____________________________________________ Date Accepted_____________________________________
\n Exhibit B#________________________________________<\/p>\n<\/c><\/table>\n
Send materials to: DSI, 9265 Sky Park Court, Suite 202, San Diego, CA 92123
\n(858) 499-1600<\/p>\n
14.<\/p>\n
EXHIBIT C<\/p>\n
DESIGNATED CONTACT<\/p>\n
Master Number ______________________<\/p>\n
Notices and communications
\nshould be addressed to: Invoices should be addressed to:<\/p>\n
Company Name:______________________ ________________________________________
\nAddress:___________________________ ________________________________________
\n ___________________________ ________________________________________
\n ___________________________ ________________________________________
\nDesignated Contact:________________ Contact:________________________________
\nTelephone:_________________________ ________________________________________
\nFacsimile:_________________________ P.O.#, if required:_____________________<\/p>\n
Requests to change the designated contact should be given in writing by the
\ndesignated contact or an authorized employee.<\/p>\n
\n
\nContracts, Deposit Materials and notices to Invoice inquiries and fee remittances
\nDSI should be addressed to: to DSI should be addressed to:<\/p>\nDSI DSI
\nContract Administration Accounts Receivable
\nSuite 202 Suite 1450
\n9265 Sky Park Court 425 California Street
\nSan Diego, CA 92123 San Francisco, CA 94104<\/p>\n
Telephone: (858) 499-1600 (415) 398-7900
\nFacsimile: (858) 694-1919 (415) 398-7914<\/p>\n
Date:_________________________________<\/p>\n
<\/c><\/table>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6656,7637],"corporate_contracts_industries":[9521,9525],"corporate_contracts_types":[9613,9620],"class_list":["post-42777","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-america-west-holdings-corp","corporate_contracts_companies-getthere-inc","corporate_contracts_industries-transportation__air","corporate_contracts_industries-transportation__services","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42777","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42777"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42777"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42777"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42777"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}