{"id":42884,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/system-access-agreement-worldspan-lp-and-priceline-llc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"system-access-agreement-worldspan-lp-and-priceline-llc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/system-access-agreement-worldspan-lp-and-priceline-llc.html","title":{"rendered":"System Access Agreement &#8211; Worldspan LP and Priceline LLC"},"content":{"rendered":"<pre>\n                       WORLDSPAN SYSTEM ACCESS AGREEMENT\n\n      THIS System Access Agreement (\"Agreement\") is made this 4th day of August,\n1997, between WORLDSPAN, L.P., having its principal place of business at 300\nGalleria Parkway, N.W., Suite 2100, Atlanta, Georgia, 30339 (\"WORLDSPAN\"), and\nPriceline, L.L.C. having its principal place of business at Five High Ridge\nPark, Stamford, CT, 06905 (\"Developer\").\n\n      WHEREAS, WORLDSPAN provides and markets computerized reservation services\nand has developed and offers a computerized system which provides reservations,\nticketing, and other services for air transportation and other businesses (the\n\"System\"); and\n\n      WHEREAS, Developer desires to gain access to the System for the purposes\nof developing and testing proposed software program(s) to be used in connection\nwith the System (the \"Program\") and WORLDSPAN is willing to make access to the\nSystem available to Developer according to the terms of this Agreement.\n\n      NOW, THEREFORE, IT IS AGREED;\n\n1. Term.\n\n      This Agreement shall become effective upon the date first written above\nand will continue until terminated by either party at any time thereafter upon\nnot less than thirty (30) days prior written notice to the other, or until\notherwise terminated pursuant to this Agreement.\n\n2. Access to System and Use of Data.\n\n      (a) WORLDSPAN hereby grants to Developer access to the System through an\ninterchange address and one or more terminal addresses identified on Schedule A\nof this Agreement and Developer accepts such access, all according to the terms\nset forth herein. Developer agrees to pay to WORLDSPAN the fees and other\ncharges pursuant to this Agreement, including but not limited to, those included\non Schedule A.\n\n      (b) Developer agrees that the System will be used solely for the purposes\nand functions contemplated by this Agreement. Developer agrees that it will\nlimit its access to development and testing of the Product and for no other\npurpose. Improper use shall include, but is not limited to, generation of\nmessage activity with the System of such speed or volume that may lead to\nmalfunctions or degradation of System performance. In the event that during the\nterm of this Agreement Developer is provided access to the System as a travel\nagent subscriber for the purpose of performing reservations and ticketing\nfunctions. Developer acknowledges that access is provided hereunder solely for\nthe purposes set forth herein. Developer further acknowledges that the ability\nto access the System as a travel agent subscriber does not entitle Developer to\nperform its travel agent functions with the access provided hereunder, nor may\nDeveloper access the System pursuant to its Subscriber Agreement as a travel\nagent, or provide any third party with any service for the uses contemplated\nherein.\n\n      (c) Developer shall not copy, publish, disclose or otherwise make\navailable any compilations of air carrier service, data or any other information\nobtained from WORLDSPAN to anyone in any form; provided, however, that the\nforegoing shall not be construed to prevent Developer from preparing and\ndistributing to its customers reports normally generated through the use of\nDeveloper's system. Improper use of the System shall include, but is not limited\nto, speculative booking or reservation of space in anticipation of demand or\nimproper creation or modification of records. WORLDSPAN reserves the right to\ninhibit Developer's access to the System for system maintenance or repairs or\nfor any other reason at WORLDSPAN's discretion.\n\n      (e) Within thirty (30) days after the commencement of this Agreement,\nDeveloper agrees to provide WORLDSPAN, in writing, with a list of all of\nDeveloper's customers where any product, software or device provided by\nDeveloper is being used in conjunction with the System. This list shall be\nupdated\n\n\n\n\nevery six (6) months or as otherwise reasonably requested by WORLDSPAN. Nothing\nherein shall be construed to require Developer to provide services to any\ncustomer, but Developer agrees to abide by all the terms of this Agreement\nregarding provision of such services in the event that it elects to so provide\nthem.\n\n2. Equipment Lease -- Repairs.\n\n      (a) WORLDSPAN leases to Developer, and Developer leases from WORLDSPAN,\nthe equipment (including hardware, peripherals, software and technical\nspecifications, configurations or addresses), if any, described on Schedule A\n(collectively the \"Equipment\") at the fee set forth thereon. WORLDSPAN shall\nretain title to and ownership of the Equipment, and the same shall be returned\nto WORLDSPAN, shipping prepaid, at the termination of this Agreement in the same\ncondition as provided to Developer, normal wear and tear excepted. Developer\nagrees to use the Equipment for the purposes of this Agreement only at\nDeveloper's location identified above.\n\n      (b) WORLDSPAN will install the Equipment at Developer's location,\nfollowing Developer's preparation of the installation area at Developer's\nexpense. Developer shall be solely responsible for establishing electricity for\nthe Equipment, installing cables, and such other matters as are necessary to\nprepare the area for installation consistent with applicable laws, regulations,\nbuilding codes and any real property lease(s) of Developer. Developer will not\nmove or modify the Equipment without the prior written consent of WORLDSPAN.\n\n      (c) WORLDSPAN or its service representative will provide repair services\nfor the Equipment during WORLDSPAN'S normal repair service hours, which are 8:30\na.m. through 5:00 p.m. local time, Monday through Friday, excluding WORLDSPAN\nholidays. WORLDSPAN shall not pay for repair services if the Equipment\nmalfunction is caused by negligence, misuse, accident, fire, variation or\ninterruption of electricity, or any attempt to service the Equipment other than\nby WORLDSPAN'S service representative (including the addition or removal of any\nthird party hardware, peripherals or software).\n\n      (d) Developer shall take all necessary precautions to protect the System.\n\n4. Installation.\n\n      Within sixty (60) days following the execution of this Agreement, or as\nsoon thereafter as reasonably possible, WORLDSPAN shall cause the System to be\navailable at the Developer location identified above according to this\nAgreement. Developer shall be solely responsible for procuring and paying for\nthe cost of the installation and maintenance of any personal computer, other\nequipment and software necessary to enable Developer to access to the System\ncontemplated herein.\n\n5. Disclaimer of Warranties\n\n      (a) WORLDSPAN DISCLAIMS AND DEVELOPER HEREBY WAIVES ALL WARRANTIES,\nEXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF\nMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE, ANY\nWARRANTY OF COMPATIBILITY BETWEEN THE SYSTEM, EQUIPMENT, SOFTWARE OR DATA\nPROVIDED BY WORLDSPAN AND CUSTOMER OWNED EQUIPMENT OR SOFTWARE, OR ANY LIABILITY\nIN NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, WITH RESPECT TO THE SYSTEM,\nEQUIPMENT, SOFTWARE, DATA OR SERVICES FURNISHED HEREUNDER, DEVELOPER AGREES THAT\nWORLDSPAN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,\nCONSEQUENTIAL OR PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT\nLIMITED TO, LOSS OF REVENUES, EVEN IF ADVISED OF THE RISK OF SUCH DAMAGES IN\nADVANCE.\n\n      (b) WORLDSPAN shall not be liable to Developer nor deemed to be in default\nof this Agreement, on account of any delays, errors, malfunctions, compatibility\nproblems or breakdowns with respect to the System, Equipment, data or services\nprovided hereunder, unless such delay, error,\n\n\n                                      -2-\n\n\n\nmalfunction or breakdown results solely from the gross negligence or willful\nmisconduct of WORLDSPAN.\n\n      (c) Developer acknowledges that the installation or use of the Program or\nthe Developer's communications hardware (including peripherals) or software may\nresult in loss of or damage to Developer's hardware, software or data. Developer\nagrees to take all reasonable precautions to prevent such loss and damage,\nincluding copying data prior to installation and other reasonable and customary\nmeasures, and adherence to manufacturer's instructions. Developer further agrees\nto release and hold WORLDSPAN and its past and present directors, affiliates,\npartners, officers, employees, agents and contractors harmless from and against\nany losses, damages, liabilities, suits or fines caused by or arising from the\ninstallation or use of the Program or the communications hardware (including\nperipherals) or any other similar hardware or software utilized to permit\naccess to the System.\n\n6. Indemnification.\n\n      (a) Each party shall indemnify, defend and hold harmless the other party,\nits past and present directors, affiliates, partners, officers, employees and\nagents, from and against all liabilities, damages and expenses, and claims for\ndamages, suits, proceedings, recoveries, judgments or executions (including but\nnot limited to litigation costs, expenses, and reasonable attorneys' fees)\narising out of or in connection with any claim that the use of the indemnifying\nparty's system or data (including, without limitation, hardware, software,\nperipherals, technical specifications, configurations or addresses) by the other\nparty infringes any third party patent, copyright, trademark or other property\nright.\n\n      (b) Each party shall indemnify, defend and hold harmless the other party,\nits past and present directors, affiliates, partners, officers, employees and\nagents from and against all liabilities, damages and expenses, claims for\ndamages, suits, proceedings, recoveries, judgments or executions (including but\nnot limited to litigation costs, expenses, and reasonable attorneys' fees) which\nmay be suffered by, accrued against, charged to or recoverable from the other\nparty, its past and present directors, affiliates, partners, officers, employees\nor agents by reason of or in connection with the other party's performance or\nfailure to perform, or improper performance of any of the other party's\nobligations under this Agreement.\n\n7. Charges.\n\n      (a) In addition to the fees and other charges described in Section 2 and\nSection 3 above, Developer shall pay WORLDSPAN at the rate described in Schedule\nA of this Agreement, for each message transacted by Developer pursuant to this\nAgreement. For the purposes of this Agreement, a \"Message\" shall include each\nelectronic transaction generated by Developer to the System including, but not\nlimited to, transactions initiated by an individual using the \"enter\" or similar\nkey on a personal computer or terminal and those automatically or mechanically\ngenerated by a software or hardware device. Examples include, but are not\nlimited to:\n\n      o     a request to display a record and the associated response\n\n      o     a request to store a remark and the associated response\n\n      o     a request to end a transaction and the associated response\n\n      o     a request to move the screen text down and the associated response\n\n      (b) Developer shall pay to WORLDSPAN monthly, in advance, the nonvariable\nfees pursuant to this Agreement. Billing for Message and bridge fees, as defined\nherein, shall be made monthly after the end of the month in which such fees have\nbeen incurred. Failure of WORLDSPAN to issue any invoice or bill shall not\nrelieve Developer of the obligation to pay for any charge owed WORLDSPAN\npursuant to this Agreement. Developer shall pay all fees and other charges\nwithin fifteen (15) days of the date of each invoice. In the event that\nDeveloper fails to pay within fifteen (15) days of an Invoice, WORLDSPAN may\nlevy a late payment charge computed at the rate of 1 1\/2% per month on\n\n\n                                      -3-\n\n\n\n\nthe outstanding balance due hereunder from any month or fraction thereof that\nsuch payment is in default.\n\n      (c) Developer shall pay all sales, use, personal property, excise, license\nand franchise taxes as well as any other similar fees, charges or assessments\nwhich arise as a result of this Agreement or which may be imposed in connection\nwith the access to the System.\n\n      (d) WORLDSPAN reserves the right to increase any charge to Developer under\nthis Agreement once each calendar year upon not less than thirty (30) days prior\nwritten notice to Developer.\n\n      (e) Developer agrees to advise each of its accounts of WORLDSPAN's fee\nthat will be billed to the account, for any bridge relationship established by\nthe account to the Developer. Developer agrees to pay WORLDSPAN for any bridge\nrelationship established by Developer to any WORLDSPAN subscriber, vendor or\ncontractor. This charge is set forth on Schedule A and may be modified by\nWORLDSPAN from time to time.\n\n8. Developer Support to Customers.\n\n      Developer acknowledges that WORLDSPAN does not agree to provide, and will\nnot provide, any \"help desk\" assistance or similar user or technical support to\nDeveloper or its customers with regard to any hardware (including peripherals),\nsoftware, product or services provided by Developer. Developer agrees that it\nwill notify its customers and staff that WORLDSPAN does not provide such\nsupport, and Developer shall be solely responsible for all such support for the\nbenefit of its staff and customers.\n\n9. Termination.\n\n      (a) Either party shall be entitled to terminate this Agreement upon the\noccurrence of any of the following events:\n\n      (1)   Except for Developer's failure to make timely payment, if the other\n            party shall refuse, neglect or fail to perform, observe or keep any\n            of the material covenants, terms or conditions contained herein to\n            be performed, observed or kept, and such refusal, neglect or failure\n            shall continue for a period of thirty (30) days including weekends,\n            after written notice, the non-defaulting party shall have the right,\n            in addition to any other right or remedy it may have, to terminate\n            this Agreement; or\n\n      (2)   If the other party petitions for relief under the Bankruptcy Code of\n            the United States, or any country or territory, or if voluntary\n            bankruptcy proceedings are instituted by a party under any federal,\n            state or foreign insolvency laws, or if such a proceeding is\n            imminent, or if it is adjudged bankrupt, or if it makes any\n            assignment for the benefit of its creditors of all or substantially\n            all of its assets; or if an involuntary petition is filed or\n            execution issued against it and not dismissed or satisfied within\n            thirty (30) days; or if its interest hereunder passes by operation\n            of law to any other person, except in case of merger or acquisition,\n            the other party may, at its option, terminate this Agreement by\n            written notice provided, however, that all monies owed hereunder\n            prior to the date of termination shall be immediately due and\n            payable.\n\n      (b) WORLDSPAN shall be entitled to terminate this Agreement should\nDeveloper fail to pay any amount due hereunder, and Developer fails to cure such\ndefault within thirty (30) days after the date of written notice from WORLDSPAN.\n\n10. Notices.\n\n      All notices, requests, demands or other communications hereunder shall be\nin writing, hand delivered, sent by first class mail, overnight mail, or\nfacsimile (upon electronic confirmation that the transmission was received) and\nshall be deemed to have been given when received at the following addresses:\n\n\n                                      -4-\n\n\n\n      if to WORLDSPAN:\n\n                  WORLDSPAN, L.P.\n                  300 Galleria Parkway, NW\n                  Atlanta, Georgia 30339\n                  U.S.A.\n                  Facsimile: (770) 563-7004\n                  ATTN: Karen Lennon; Manager - Emerging Markets\n\n      with a copy to:\n\n                  WORLDSPAN, L.P.\n                  300 Galleria Parkway, NW\n                  Atlanta, Georgia 30339\n                  U.S.A.\n                  Facsimile: (770) 563-7878\n                  ATTN: Legal Department\n\nIf to Developer: At the address first written above.\n\n      Any notice provided by facsimile which is received after 4:00 p.m. local\ntime shall be deemed received the following business day. A party may change its\naddresses for notice on not less than ten (10) business days' prior written\nnotice to the other party.\n\n11. Confidential Information.\n\n      (a) Confidential information supplied by one party to another pursuant to\nthis Agreement is for the exclusive use of the receiving party and shall not be\ndisclosed or made available to any other person, firm, corporation or\ngovernmental entity in any form or manner whatsoever; provided, however, that in\nthe event Confidential Information is subpoenaed or otherwise requested or\ndemanded by any court or governmental authority, the receiving party shall give\nwritten notice to the disclosing party prior to furnishing the same and shall,\nat the request of the disclosing party, exercise reasonable business efforts in\ncooperation and at the sole expense of the disclosing party, to quash or limit\nsuch request, demand and\/or subpoena. The receiving party's obligations include\ntreating Confidential Information with at least the concern and protective\nmeasures accorded any trade secrets, proprietary or confidential information and\nmaterials of the receiving party. Nothing herein shall be construed to require\nthe disclosure of Confidential Information to the receiving party, or to require\nthe receiving party to accept Confidential Information.\n\n      (b) Upon any termination of the Agreement, Developer agrees to deliver to\nWORLDSPAN all documentation, materials, information, Equipment, technical\nconfigurations and specifications supplied by WORLDSPAN and shall also certify\nin writing that all copies have been returned to WORLDSPAN.\n\n      (c) Developer understands that the information it has access to through\nthe System is confidential and proprietary and includes valuable trade secrets\nof WORLDSPAN and that WORLDSPAN would suffer irreparable harm if such\nconfidential or propriety information or trade secrets are directly or\nindirectly (i) used by Developer for any purpose other than those specifically\nset forth herein, or (ii) disclosed to any third party including affiliates of\nDeveloper which may operate as ARC approved travel agents in direct or indirect\ncompetition with the travel agents subscribing to WORLDSPAN or software\ndevelopers in direct or indirect competition with WORLDSPAN. Accordingly,\nDeveloper agrees not to use the information for other purposes, disclose, or\nallow access to such information to any third party. Developer agrees that a\nbreach of these conditions shall be grounds sufficient for immediate termination\nof, or suspension of, services under this Agreement, inhibiting Developer's\naccess to and use of the System, and appropriate legal relief. Upon termination\nof this Agreement for any cause or reason, Developer agrees to deliver to\nWORLDSPAN all materials or\n\n\n                                      -5-\n\n\n\ninformation supplied pertaining to WORLDSPAN and shall also confirm that all\ncopies of such material have been returned to WORLDSPAN or destroyed.\n\n      (d) WORLDSPAN understands that the information it has access to through\nthe right of access to Developer's facilities is of a confidential and\nproprietary nature, and WORLDSPAN may hereinafter have access to other\ninformation of Developer which is of a confidential and proprietary nature, and\ncould result in irreparable harm to Developer if any such confidential or\nproprietary information is directly or indirectly (i) used by WORLDSPAN for any\npurpose other than as specifically set forth herein, or (ii) disclosed to any\nthird party. Accordingly, WORLDSPAN agrees not to use the information for other\npurposes, disclose or allow access to such information to any third party.\nWORLDSPAN agrees that a breach of these conditions shall be grounds sufficient\nfor immediate termination of this Agreement, and legal as well as injunctive\nrelief. Upon termination of this Agreement for any cause or reason, WORLDSPAN\nagrees to deliver to Developer all materials or information supplied pertaining\nto Developer and shall also confirm that all copies of such material have been\nreturned to Developer or destroyed.\n\n      (e) WORLDSPAN and Developer agree that any and all non-disclosure and use\ncovenants contained herein shall survive for a period of five years any\ntermination of this Agreement.\n\n12. Modifications.\n\n      WORLDSPAN retains the right, in its sole discretion, to enhance, modify or\nalter the operation of the System at any time and further retains the right to\nmake such enhancements, modifications or alterations generally available to\nother users of the System. WORLDSPAN shall use reasonable business efforts to\ngive Developer written notice prior to loading of enhancements, modifications or\nalterations, other than those corrective in nature, which would materially\nadversely affect the services provided to Developer under this Agreement.\n\n13. Title\n\n      Title and full and complete ownership rights to all WORLDSPAN owned or\ndeveloped software (including source and object code) and other technical\nspecifications, addresses or configurations (collectively the \"Software\")\nassociated with or contained in the System or used by WORLDSPAN in connection\nwith this Agreement shall remain with WORLDSPAN. Developer understands and\nagrees that WORLDSPAN's owned or developed Software is WORLDSPAN's trade secret,\nproprietary information, and confidential information whether any portion\nthereof is or may be validly copyrighted or patented. Any Software provided to\nDeveloper is provided by license only and such license is personal,\nnon-exclusive, non-transferable and limited to the right to use such Software\nduring the term of this Agreement only according to guidelines established by\nWORLDSPAN from time to time. Such Software shall be utilized by Developer only\nin accordance with this Agreement and shall not be copied, duplicated,\nreproduced, manufactured, de-compiled, reverse engineered, incorporated into any\nsoftware (including any source code, object code or algorithms), modified or\ndisclosed in any form by any media to any other person or party. Developer\nagrees to abide by any terms imposed by any third party that has directly or\nindirectly licensed Developer to use Software pursuant to this Agreement. Upon\ntermination of this Agreement. Developer shall immediately return to WORLDSPAN\nany Software provided by WORLDSPAN. Nothing herein shall be construed to require\nWORLDSPAN to deliver any Software to Developer or to require Developer to accept\nsuch Software.\n\n14. No Endorsement.\n\n      Nothing herein shall be construed to constitute an endorsement by\nWORLDSPAN of any product, software, device or service marketed, sold or provided\nby Developer. Developer shall not be entitled to use the name \"WORLDSPAN\" or any\nWORLDSPAN product mark or logo in any fashion, except as otherwise agreed in\nwriting.\n\n15. General Provisions.\n\n\n                                      -6-\n\n\n\n      (a) Nothing in this Agreement is intended or shall be construed to\ncreate or establish an agency, partnership, or joint venture relationship\nbetween the parties.\n\n      (b) The captions in this Agreement are for convenience only and in no way\ndefine, limit, or enlarge the scope of this Agreement or any of the provisions\ntherein. Capitalized terms shall have the meanings assigned in this Agreement.\n\n      (c) No waiver by either party of any provision or any breach of this\nAgreement constitutes a waiver of any other provision or breach of this\nAgreement and no waiver shall be effective unless made in writing. The right of\neither party to require strict performance and observance of any obligations\nhereunder shall not be affected in any way by any previous waiver, forebearance\nor course of dealing.\n\n      (d) Except for Developer's obligation to make payments hereunder, neither\nparty will be deemed in default of this Agreement as a result of a delay in\nperformance or failure to perform its obligations caused by acts of God or\ngovernmental authority, strikes or labor disputes, fire, acts of war, failure of\nthird party suppliers, or for any other cause beyond the control of that party.\n\n      (e) Developer shall not sell, assign, license, sub-license, franchise or\notherwise convey in whole or in part to any third party this Agreement or the\nservices provided hereunder without the prior written consent of WORLDSPAN,\nexcept that Developer may freely assign all rights, title, interest and\nobligations under this Agreement to any taker of all, or substantially all of\nDeveloper's assets.\n\n      (f) This is a non-exclusive agreement. Similar agreements may be entered\ninto by either party with any other person.\n\n      (g) This Agreement shall be governed by, construed, interpreted and\nenforced according to the laws of the State of Georgia and of the United States\nof America, without regard to principles of conflict of laws and rules. Each\nparty hereby consents to the non-exclusive jurisdiction of the courts of the\nState of Georgia and United States Federal Courts located in Georgia to resolve\nany dispute arising out of this Agreement.\n\n      (h) Each party shall not make any use of the other party's company name,\nlogo, trademarks or service marks, without the prior written consent of the\nparty.\n\n      (i) In the event that any material provision of this Agreement is\ndetermined to be invalid, unenforceable or illegal, then such provision shall be\ndeemed to be superseded and the Agreement modified with a provision which most\nnearly corresponds to the intent of the parties and is valid, enforceable and\nlegal.\n\n      (j) This Agreement constitutes the final and complete understanding and\nagreement between the parties concerning the subject matter hereof. Any prior\nagreements, understandings, negotiations or communications written or otherwise\nare deemed superseded by this Agreement. This Agreement may be modified only by\na further written agreement executed by an authorized representative of the\nparties hereto.\n\n\n                                      -7-\n\n\n\n      IN WITNESS WHEREOF, Developer and WORLDSPAN have executed this Agreement\nby their respective authorized representatives as of the day and year first\nabove written.\n\nPriceline, L.L.C.                            WORLDSPAN, L.P.\n---------------------------------\n(Legal Name of Person or Company)\n\n\n\nBy: \/s\/ Jesse Fink                           By: \/s\/ Karen Lennon\n    -----------------------------                -------------------------------\n\nPrint Name: Jesse Fink                       Name: Karen Lennon\n            ---------------------\n\nPrint Title: C.O.O.                          Title: Manager - Emerging Markets\n             --------------------\n\n\n                                    -8-\n\n\n\n\n\n<type>EX-10.15\n\n<sequence>8\n\n<description>EX 10.15\n\n\n\n\n\n                                                                   Exhibit 10.15\n\n\n\n                                    CALLTECH\n                              MASTER AGREEMENT FOR\n                         OUTSOURCING CALL CENTER SUPPORT\n\n         THIS AGREEMENT (this \"Agreement\"), dated as of ____________, 1998, is\nbetween priceline.com LLC, a Delaware limited liability company with offices\nlocated at Five High Ridge Park, Stamford, Connecticut 06905-1325 (herein\n\"PRICELINE\"), and CALLTECH Communications, Incorporated, with offices located at\n4189 ArlingGate Lane, Columbus, Ohio 43228 (herein \"CALLTECH\").\n\n         WHEREAS, PRICELINE is engaged in several businesses including the\nbusiness of selling airline travel services through its Internet site\npriceline.com (the \"Site\") and through its toll-free telephone number\n800-PRICELINE (the \"Toll-Free Number\"); and\n\n         WHEREAS, PRICELINE desires to retain the services of CALLTECH to\nprovide customer support and telemarketing services to customers and potential\ncustomers of PRICELINE's airline travel business (each, a \"Customer\"), and\nCALLTECH desires to provide such services, on the terms and conditions set forth\nin this Agreement.\n\n         NOW, THEREFORE, in consideration of the mutual covenants contained\nherein, the parties hereby agree as follows:\n\n                                   ARTICLE 1.\n                 ENGAGEMENT OF CALLTECH; DESCRIPTION OF SERVICES\n\n         SECTION 1.1.  ENGAGEMENT OF CALLTECH\n\n         Subject to the terms and conditions of this Agreement, PRICELINE hereby\nretains CALLTECH to provide the Customer support and telemarketing services set\nforth below (collectively, the \"Services\"), and CALLTECH hereby accepts such\nengagement.\n\n                  (a)  CALLTECH will provide PRICELINE inbound teleservice\nsupport for PRICELINE Customers who have purchased airline tickets through the\nSite. CALLTECH will provide such services in accordance with the specifications\nset forth on SCHEDULE A attached hereto and made a part hereof (collectively,\nthe \"Inbound Teleservices\").\n\n                  (b)  In addition to the Inbound Teleservices, CALLTECH will\nprovide inbound telemarketing services for Customers using the Site and\/or the\nToll-Free Number to complete airline ticket request transactions with PRICELINE.\nCALLTECH will provide such services in accordance with the specifications set\nforth on SCHEDULE B attached hereto \n\n\n                             PRIVATE\/PROPRIETARY\n                             -------------------\n     CONTAINS PRIVATE AND\/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR\n      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,\n             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT\n\n\n\n\n\nand made a part hereof (the \"Inbound Telemarketing Services\" and, together \nwith the Inbound Teleservices and any other services provided by CALLTECH \npursuant to paragraphs (c) and (d) of this Section 1.1, being collectively \nreferred to herein as the \"Services\").\n\n                  (c)  During the Term (as hereinafter defined) of this\nAgreement, CALLTECH shall, at the option of PRICELINE, provide outbound up-sell\ntelemarketing services to Customers on terms and conditions to be agreed upon in\ngood faith by the parties.\n\n                  (d)  CALLTECH will also provide such additional related\nservices as set out in this Agreement (herein \"Related Services\") including,\nwithout limitation, the following:\n\n         1.1.1.   CALLTECH agrees to notify PRICELINE on a daily basis of any\ninformation required by PRICELINE's Customers. The parties agree that PRICELINE\nis responsible for fulfilling such requests. Should CALLTECH's notice obligation\nsignificantly interfere with its primary Service activities, CALLTECH will\nnotify PRICELINE. The parties agree that upon such notice, they will work\ncooperatively toward an amicable solution.\n\n         1.1.2.   CALLTECH agrees to provide PRICELINE with such information and\nreports related to Services created by the CALLTECH telephone system. The\ninitial list of reports are set forth on SCHEDULE C annexed hereto and made a\npart hereof. Additional reports, as agreed to by the parties, shall be provided\nby CALLTECH during the Term and shall be deemed included on SCHEDULE C annexed\nhereto effective as of the date agreed to by CALLTECH and PRICELINE. Report\ntopics may include performance, users, applications and lost Contacts (as\nhereinafter defined), among others.\n\n         1.1.3.   As set forth in SCHEDULES A and B annexed hereto, CALLTECH\nagrees to allow PRICELINE, through reasonable mechanisms to be made available by\nCALLTECH to PRICELINE, to monitor CALLTECH's service handling of Contacts for\nProducts (as hereinafter defined), provided that this activity doesn't\nsignificantly interfere with primary Service activity. PRICELINE agrees to\nprovide CALLTECH with any and all information, reports, or feedback related to\nService quality, which are created by the monitoring of Contacts.\n\n         SECTION 1.2.  PRODUCTS\n\n         CALLTECH will provide the Services for all airline related goods and\nservices offered by PRICELINE through the Site and the Toll-Free Number\n(collectively, the \"Products\"), and any other products related thereto as\ndesignated from time to time by \n\n\n                                      -2-\n\n\n                             PRIVATE\/PROPRIETARY\n                             -------------------\n     CONTAINS PRIVATE AND\/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR\n      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,\n             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT\n\n\n\n\n\nPRICELINE (the \"Related Products\"). All terms and conditions herein apply to \nthe Products and the Related Products. If Related Products (other than any \nusual and customary updates, upgrades, new versions, extensions or \nevolutionary developments to the Products as would typically be expected to \noccur in products and services such as the Products) are introduced during the \nTerm of this Agreement, PRICELINE shall provide reasonable advance notice of \nand information about such additional Related Products to CALLTECH to enable \nCALLTECH to inform and train its CSRs (as defined in SCHEDULE A annexed \nhereto) as necessary and appropriate to provide quality Services with respect \nto such additional Related Products. The provision of any Services for such \nadditional Related Products by CALLTECH may require an adjustment of the fees \nset forth on SCHEDULE F annexed hereto, but only if the additional Related \nProducts designated by PRICELINE are of a nature so as to require materially \nmore (or materially different and more expensive) resources from CALLTECH in \norder for CALLTECH to provide quality Services meeting the performance metrics \nset forth in this Agreement.\n\n         SECTION 1.3.  HOURS OF OPERATION\n\n                  (a)  CALLTECH will provide the Inbound Teleservices 365 days \nper year from 9 a.m. to 9 p.m. Eastern Standard Time, Monday through Friday, \nand from 12 p.m. to 6 p.m. Eastern Standard Time, Saturdays and Sundays \ncommencing on the Teleservices Launch Date (as defined in SCHEDULE A annexed \nhereto).\n\n                  (b)  CALLTECH shall provide the Inbound Telemarketing Services\ntwenty-four (24) hours per day, seven (7) days per week, 365 days per year\ncommencing on the Telemarketing Launch Date (as defined in SCHEDULE B annexed\nhereto).\n\n         SECTION 1.4.  FACILITY\n\n         CALLTECH will utilize its support facility at 4189 ArlingGate Lane,\nColumbus, Ohio (the \"Facility\") for delivery of Services for the Products. The\nFacility will be equipped with telephone systems, computer systems, and various\nCALLTECH support and call monitoring tools, such as documentation and knowledge\nbases, to be used in the delivery of the Services. CALLTECH shall bear all\nexpenses of operating the Facility, including all expenses for equipment and\nsystems necessary to connect to any telecommunications circuits or facilities\nutilized by PRICELINE to bring calls to the Facility. SCHEDULE C annexed hereto\nand made a part hereof identifies the minimum capabilities CALLTECH shall\nmaintain with respect to the Facility.\n\n\n                                      -3-\n\n\n                             PRIVATE\/PROPRIETARY\n                             -------------------\n     CONTAINS PRIVATE AND\/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR\n      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,\n             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT\n\n\n\n\n\n                                   ARTICLE 2.\n                                 SERVICE LEVELS\n\n         SECTION 2.1.  DEFINITIONS; SERVICE LEVELS\n\n         2.1.1.   CALL DEFINITIONS:\n\n         ACTUAL HANDLING TIME: Shall mean (i) in the case of an Inbound Call (as\n         hereinafter defined) by a CSR or an outbound Customer callback, the\n         time that is measured from when the call is physically answered by the\n         CSR or the PRICELINE Customer respectively until the call is physically\n         terminated; and any additional wrap up work performed related to such\n         call prior to becoming physically available to receive the next Inbound\n         Call or to make the next Customer callback, and (ii) in the case of an\n         Automated Call (as hereinafter defined), the time that is measured from\n         when the caller enters the CallTech Voice Response Unit (VRU) until\n         such caller leaves the VRU.\n\n         AUTOMATED CALL: Shall mean an Inbound Call that is delivered to an\n         electronic voice message rather than to a CSR as the means of providing\n         Services as described in this Agreement.\n\n         CONTACT: Shall mean a support incident, defined as a single in-coming\n         support request via telephonic voice (a \"Voice Contact\"), fax or\n         written or electronic correspondence (an \"E-mail Contact\") regarding\n         any Product.\n\n         INBOUND CALL: Is defined as a call that has physically arrived to\n         CALLTECH's Interactive Voice Response Unit (an \"IVR\") or similar system\n         by way of PRICELINE's IVR or other mechanism for the purpose of\n         providing Services as described in this Agreement.\n\n         MAXIMUM HOLD TIME: Shall be measured from the time an Inbound Call is\n         placed in a call group queue, prior to being physically delivered and\n         answered by a CSR or an automated voice response unit (a \"VRU\").\n\n         SECTION 2.2.  SERVICE LEVELS\n\n         SCHEDULE E annexed hereto and made a part hereof sets forth the\nperformance requirements of CALLTECH applicable to its handling of Inbound\nCalls, Contacts and the Actual Handling Time for Inbound Calls for all Services.\n\n\n                                      -4-\n\n\n                             PRIVATE\/PROPRIETARY\n                             -------------------\n     CONTAINS PRIVATE AND\/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR\n      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,\n             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT\n\n\n\n\n\n         SECTION 2.3.      ESCALATION PROCEDURE\n\n         PRICELINE recognizes that there may be instances where CALLTECH will\nnot be able to resolve a Customer Contact without PRICELINE's assistance.\nPromptly following the execution of this Agreement, both parties will mutually\nagree to an escalation procedure for resolving support problems that require\nPRICELINE's technical personnel and\/or a PRICELINE third party vendor. PRICELINE\nagrees to provide necessary and timely resources to CALLTECH to enable CALLTECH\nto resolve escalated problems in a timely manner. Examples of such resources\ninclude documentation, knowledgebase, escalation process, hardware, software and\nsupport technicians.\n\n         SECTION 2.4.  CUSTOMER CALLBACKS\n\n         CALLTECH agrees that in the event a CALLTECH CSR is unable to resolve a\nsupport incident during an Inbound Call, the CSR will make all reasonable\nefforts to contact the Customer as soon as possible with the solution. All\ntelecommunications costs for these callbacks shall be borne by Priceline. In the\nevent Priceline selects to be billed on a per-call basis, these callbacks shall\nbe considered a billable call.\n\n         SECTION 2.5.  CALL LENGTH\n\n         PRICELINE and CALLTECH recognize that the amount of time a CSR spends\non an individual voice Contact can impact both Service levels and fees.\nPRICELINE's expected average call length for Products is set out on SCHEDULE E\nannexed hereto. If CALLTECH experiences any significant increase in call length,\nCALLTECH agrees to notify PRICELINE and will work toward determining how to\naccommodate the increase by either modifying the Service level or increasing the\nstaff as mutually agreed.\n\n                                   ARTICLE 3.\n                PRICELINE TOOLS, TELECOMMUNICATIONS AND TRAINING\n\n         SECTION 3.1.  PRICELINE TOOLS\n\n         PRICELINE agrees to provide CALLTECH with sufficient copies of Products\nand related materials, including, but not limited to, copies of software,\ndocumentation, licenses and Product information as reasonably necessary to\nprovide Services for the Products. CALLTECH acknowledges that its use of such\ntools may be subject to the terms of license agreements required by PRICELINE or\nits third party suppliers, and CALLTECH agrees to abide by all the terms and\nconditions of such licenses in connection with its use of such tools. PRICELINE\nshall only be obligated to supply one copy of any documentation or other such\nwritten materials relating to any such tools, and CALLTECH may make such \n\n\n                                      -5-\n\n\n                             PRIVATE\/PROPRIETARY\n                             -------------------\n     CONTAINS PRIVATE AND\/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR\n      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,\n             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT\n\n\n\n\n\nnumber of copies (and only such number of copies) of such materials as are \nnecessary for it to provide Services hereunder.\n\n         SECTION 3.2.  TELECOMMUNICATIONS\n\n         PRICELINE assumes all expenses related to the sending of Contacts to\nCALLTECH, including provision of telecommunication lines and the bearing of\nnetwork costs associated with routing Inbound Calls to the Facility. CALLTECH is\nresponsible for properly equipping the Facility with the necessary hardware to\nreceive and handle Contacts as required by this Agreement.\n\n         SECTION 3.3.  TRAINING\n\n         PRICELINE will provide one copy of necessary training materials to\nCALLTECH on all versions and aspects of Products that are unique or specific to\nPRICELINE's services at no charge to CALLTECH. CALLTECH trainers at CALLTECH's\nFacility will provide training for CALLTECH CSRs, unless otherwise agreed to in\nwriting by the parties. Training will be delivered based on technical\ndocumentation for all aspects of the Products which are unique or specific to\nPRICELINE's services and all updates, upgrades and revisions thereto required to\nprovide the Services will be provided to CALLTECH by PRICELINE at no charge to\nCALLTECH. CALLTECH agrees to use said documentation for Service purposes only.\nCALLTECH agrees to use all training materials for training and support purposes\nfor the Services only. CALLTECH agrees to provide standard CALLTECH support\ntraining to its employees at the Facility, which shall include (at a minimum)\ntraining on the standard types of underlying hardware, operating system and\napplication (e.g., browser) software required or typically used in conjunction\nwith the Products. PRICELINE shall have the right to review and approve the\nlevel of proficiency to which the CSRs are to be trained by CALLTECH to\nfacilitate the performance of quality Services, which approval shall not be\nunreasonably withheld. Except in an emergency and upon consultation with\nPRICELINE, CALLTECH shall not assign CSRs to provide Services hereunder unless\nthey have received adequate training as approved by PRICELINE and otherwise meet\nthe requirements applicable to CSR's as set forth on SCHEDULES A and B annexed\nhereto.\n\n                                   ARTICLE 4.\n                                      FEES\n\n         SECTION 4.1.  FEES FOR SERVICE\n\n         CALLTECH agrees to perform the Services for the fees set forth on\nSCHEDULE E annexed hereto and made a part hereof. Except as provided in Section\n5.1 of this Agreement, such fees cannot be modified by CALLTECH.\n\n\n                                      -6-\n\n\n                             PRIVATE\/PROPRIETARY\n                             -------------------\n     CONTAINS PRIVATE AND\/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR\n      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,\n             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT\n\n\n\n\n\n         SECTION 4.2.  PAYMENT\n\n         Commencing with the end of the month of the Telemarketing Launch Date\nand each month thereafter during the Term (as hereinafter defined), CALLTECH\nwill provide PRICELINE with a monthly itemized statement for the Services\nrendered during the preceding monthly period. In addition, CALLTECH will bill\nand PRICELINE will pay for Related Services and such other charges as are\nprovided for herein on an as incurred basis (along with its regular monthly\ninvoice). PRICELINE will pay net thirty (30) days from receipt of each invoice\nin United States dollars. If PRICELINE is delinquent in the payment of any\ninvoice, and fails to remedy the delinquency within thirty (30) days after\nwritten notice of delinquency is received by PRICELINE, PRICELINE shall be\nobligated to pay late charges in a total amount not to exceed one and one-half\npercent (1 1\/2%) per month on the unpaid balance of any undisputed portion of\nthe invoice which is unpaid. In the event of a dispute with regard to a portion\nof any invoice, the disputed portion may be withheld until resolution of the\ndispute but any undisputed portion shall be paid as provided herein.\n\n         SECTION 4.3.  RECORD KEEPING\n\n         CALLTECH agrees to keep accurate books of account and records (in\naccordance with generally accepted accounting principles consistently applied)\nat the address set forth on the first page of this Agreement detailing all fees\nfor its Services. Such books and records shall be maintained by CALLTECH for a\nperiod of three (3) years after termination or expiration of this Agreement.\nUpon reasonable notice of not less than thirty (30) days, PRICELINE shall have\nthe right, for each twelve (12) month period during the Term, to inspect and\naudit such books of account and records to verify the accuracy of the\ninformation contained in any invoice or the amount of fees for Services paid to\nall CALLTECH hereunder. The parties agree that any dispute as to the fees paid\nto or charged by CALLTECH for the Services that can not be resolved by the\nparties shall be settled by arbitration as provided in Section 7.11 of this\nAgreement.\n\n         SECTION 4.4.  TAXES\n\n         CALLTECH shall be solely responsible for the preparation and submission\nto applicable authorities of its CSRs' or other employees' income tax and FICA\nforms and the payment of all of such persons' salaries, employer contributions\nand employee benefits. PRICELINE shall be solely responsible for all applicable\nfederal, state and local taxes and charges arising out of or related to sales of\nthe Products and any such taxes shall be assumed and paid for by PRICELINE.\nCALLTECH and PRICELINE shall be solely responsible for the preparation and\nsubmission to applicable authorities of their respective federal, state and\nlocal income taxes attributable to income derived by each such party in\nconnection with the subject matter of this Agreement.\n\n\n                                      -7-\n\n\n                             PRIVATE\/PROPRIETARY\n                             -------------------\n     CONTAINS PRIVATE AND\/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR\n      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,\n             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT\n\n\n\n\n\n                                   ARTICLE 5.\n                                TERM OF AGREEMENT\n\n         SECTION 5.1.  TERM\n\n         The initial term of this Agreement shall commence on the date hereof\nand shall continue for a period of one (1) year from the Telemarketing Launch\nDate (the \"Initial Term\"). This Agreement shall automatically be extended for\nsuccessive one (1) year terms (each a \"Renewal Term\") unless either party gives\nthe other written notice of its intention not to extend this Agreement at least\nninety (90) days prior to the end of the then current term, or unless terminated\nas provided elsewhere herein (the Initial Term, together with each Renewal Term,\nif any, being collectively referred to herein as the \"Term\"). Any time after\nexpiration of the Initial Term, CALLTECH may change the prices and terms on\nwhich Services will be provided by providing at least one hundred twenty (120)\ndays prior written notice to PRICELINE (the \"Fee Notice Period\"). PRICELINE\nshall have the right, in its sole discretion, to reject such changes and, in\nsuch case, this Agreement shall automatically terminate without penalty to\neither party upon expiration of the Fee Notice Period.\n\n         SECTION 5.2.  CONDITIONS FOR TERMINATION BASED ON NON-PERFORMANCE\n\n         5.2.1.   PRICELINE may terminate this Agreement without penalty if\nCALLTECH fails to meet any of its performance obligations hereunder or otherwise\ncommits a breach of any term or provision of this Agreement and fails to cure\nthe same within thirty (30) days after written notice from PRICELINE. This\nAgreement shall automatically terminate forthwith without notice in the event\nCALLTECH's liabilities exceed its assets, or if CALLTECH is unable to pay its\ndebts as they become due, or files or has filed against it a petition in\nbankruptcy, for reorganization or for the adoption of an arrangement under any\npresent or future bankruptcy, reorganization or similar law (which petition if\nfiled against CALLTECH shall not be dismissed within sixty (60) days from the\nfiling date), or if CALLTECH makes a general assignment for the benefit of its\ncreditors or is adjudicated a bankrupt, or if a receiver or trustee of the\nCALLTECH's business or all or substantially all of the CALLTECH's property is\nappointed, or if CALLTECH discontinues its business.\n\n         5.2.2.   Any default claimed by CALLTECH against PRICELINE which cannot\nbe resolved by negotiation between the parties shall be referred to binding\narbitration by CALLTECH as provided in Section 7.11 of this Agreement, and\nCALLTECH shall not be entitled to terminate this Agreement or suspend, in whole\nor in part, the performance of its obligations hereunder on account of any such\nbreach pending outcome of the arbitration.\n\n\n                                      -8-\n\n\n                             PRIVATE\/PROPRIETARY\n                             -------------------\n     CONTAINS PRIVATE AND\/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR\n      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,\n             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT\n\n\n\n\n\n         SECTION 5.3.  TERMINATION FOR CONVENIENCE\n\n         PRICELINE may terminate this Agreement at any time during the Initial\nTerm and any Renewal Term without cause upon at least ninety (90) days written\nnotice to CALLTECH. In such event, PRICELINE shall pay an early termination fee\nto CALLTECH to compensate CALLTECH for all costs and expenses actually and\nreasonably incurred by CALLTECH for personnel and equipment engaged in providing\nServices to PRICELINE at the time of termination until such resources are either\ndischarged or re-deployed by CALLTECH to provide services for other parties (but\nin any event for a period not to exceed sixty (60) days after termination).\nCALLTECH will promptly and in good faith attempt to re-deploy such resources as\nsoon after termination as possible so as to reduce the amount of such early\ntermination fee payable by PRICELINE to the extent reasonably possible. In no\nevent shall the total amount of such termination fee exceed the amount billed to\nPRICELINE for the Services (excluding any Related Services) provided in the\nmonth immediately preceding the giving of the notice of termination by\nPRICELINE.\n\n                                   ARTICLE 6.\n                 INDEMNITY; LIABILITY AND DISCLAIMERS; INSURANCE\n\n         SECTION 6.1.  INDEMNIFICATION BY CALLTECH\n\n         Subject to the limitations of liability set forth in Section 6.3.2 of\nthis Agreement, CALLTECH agrees to indemnify and save harmless PRICELINE and its\naffiliates, and their respective officers, directors, shareholders, members,\npartners, employees, agents and other personnel, from any liabilities, causes of\naction, lawsuits, penalties, damages, claims or demands (including the costs and\nexpenses and reasonable attorneys' fees on account thereof) that may be made:\n(i) by any person or entity for injuries or damages of any kind or nature\n(including but not limited to personal injury, death, property damage and theft)\nresulting from or relating to (x) the negligent or willful acts or omissions of\nCALLTECH, those of persons or entities furnished by CALLTECH, or CALLTECH's\nemployees, CSRs, agents or subcontractors, (y) the use of CALLTECH's Services\nfurnished hereunder, (ii) CALLTECH's breach of this Agreement or its failure to\nperform any obligation hereunder, or (iii) by any employee or former employee of\nCALLTECH or any of its CSRs, agents or subcontractors for which CALLTECH's\nliability to such person or entity would otherwise be subject to payments under\nstate workers' compensation or similar laws. CALLTECH, at its own expense,\nagrees to defend PRICELINE, at PRICELINE's request, against any such liability,\ncause of action, lawsuit, penalty, claim, damage or demand. PRICELINE agrees to\nnotify CALLTECH promptly of any written claims or demands against PRICELINE for\nwhich CALLTECH is responsible hereunder. The foregoing indemnity shall be in\naddition to any other indemnity obligations of CALLTECH set forth in this\nAgreement.\n\n\n                                      -9-\n\n\n                             PRIVATE\/PROPRIETARY\n                             -------------------\n     CONTAINS PRIVATE AND\/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR\n      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,\n             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT\n\n\n\n\n\n         SECTION 6.2.  INDEMNIFICATION BY PRICELINE\n\n         Subject to the limitations of the liability provisions of Section 6.3.2\nof this Agreement, provided that CALLTECH cooperates with PRICELINE, PRICELINE\nagrees to indemnify and hold CALLTECH and its affiliates, and their respective\nofficers, directors, shareholders, members, partners, employees, agents and\nother personnel, harmless from any loss, liability, damages or costs based on\nthe operations of any Products or any infringement by the Products of any patent\nor proprietary right of a third party. CALLTECH agrees to notify PRICELINE\npromptly of any written claims or demands against CALLTECH for which PRICELINE\nis responsible hereunder. PRICELINE shall have no liability for, and CALLTECH\nshall indemnify and hold PRICELINE and its affiliates, and their respective\nofficers, directors, shareholders, members, partners, employees, agents and\nother personnel, harmless from and against, any claim based upon CALLTECH's\nconduct, if such infringement, cause of action or other damage would have been\navoided but for that conduct.\n\n         SECTION 6.3.  WARRANTY; LIMITATION OF LIABILITY\n\n         6.3.1.   CALLTECH warrants to PRICELINE that the Services furnished \nunder this Agreement will be furnished in a professional and workmanlike \nmanner and in conformance with the metrics set forth in this Agreement.\n\n         6.3.2.   Except for liabilities described in clauses (i) and (ii) \nbelow, CALLTECH's and PRICELINE's total liability hereunder will be limited to \na maximum amount of FIVE MILLION DOLLARS ($5,000,000.00). The limitations of \nthis Section shall not apply to: (i) any damage or loss to PRICELINE arising \nfrom any misappropriation of PRICELINE's confidential information in breach of \nthis Agreement or (ii) damages resulting from personal injury or death or \ndamage to tangible real or personal property caused by CALLTECH or resulting \nfrom CALLTECH's negligence.\n\n         SECTION 6.4.  INSURANCE\n\n         CALLTECH currently maintains at its sole cost and expense worker's\ncompensation insurance as required by applicable law, general liability\ninsurance with limits of not less than $1,000,000 bodily injury per occurrence\n(including death) and $500,000 property damage per occurrence. In addition, CALL\nTECH currently maintains automobile liability insurance with a limit of not less\nthan $1,000,000 bodily injury (including death) per occurrence. CALLTECH\ncurrently maintains Contractual Liability coverage to cover liability assumed\nunder this Agreement. At all times under this Agreement CALLTECH shall maintain\nappropriate insurance coverages or that which is required by law for a business\nof like kind. CALLTECH shall provide PRICELINE with \n\n\n                                      -10-\n\n\n                             PRIVATE\/PROPRIETARY\n                             -------------------\n     CONTAINS PRIVATE AND\/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR\n      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,\n             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT\n\n\n\n\n\ncopies of certificates of such insurance from time to time during the Term \nupon request by PRICELINE.\n\n                                   ARTICLE 7.\n                               GENERAL PROVISIONS\n\n         SECTION 7.1.  NON-DISCLOSURE\n\n         7.1.1.   As used in this Section 7.1, \"Confidential Information\" means\nprivate, confidential, trade secret or other proprietary information (whether or\nnot embodied or contained in some tangible form) relating to any actual or\nanticipated business of PRICELINE or CALLTECH, as applicable, and their\nrespective affiliates, or any information which, if kept secret, will provide\nthe party disclosing such Confidential Information (in each case a \"Discloser\")\nan actual or potential economic advantage over others in the relevant trade or\nindustry. As defined herein, Confidential Information includes, without\nlimitation, formulae, compilations, computer programs and files, devices,\nmethods, techniques, know-how, inventions, research and development, business\ndata (including cost data), strategies, methods, prospects, plans and\nopportunities, customer lists, marketing plans, specifications, financial\ninformation, invention disclosures, patent applications (whether abandoned or\nnot), techniques, products and services of the Discloser and identified orally\nor in writing by the Discloser as confidential, proprietary or trade secret\ninformation. Confidential Information further includes any information or\nmaterial received in confidence by the Discloser from a third party, and\/or\ninformation held in confidence by a third party and made available to the party\nreceiving Confidential Information (in each case a \"Recipient\").\n\n         7.1.2.   Except as required in the performance of its obligations under\nthis Agreement or with the prior written authorization of the Discloser, the\nRecipient shall not directly or indirectly use, disclose, disseminate or\notherwise reveal any Confidential Information and shall maintain Confidential\nInformation in confidence for a period of five (5) years from the date of\ntermination or expiration of this Agreement, for whatever reason. Recipient\nshall use the same care and discretion to protect Confidential Information of\nthe Discloser as Recipient uses to protect its own confidential information, but\nnot less than a reasonable standard of care. Recipient shall restrict use of the\nDiscloser's Confidential Information to its employees, and to those consultants\nwho have been pre-approved in writing by Discloser, who have a need to know the\nConfidential Information and who have a written agreement with Recipient\nsufficient to comply with this Agreement.\n\n         7.1.3.   Nothing contained in this Section 7.1 shall in any way \nrestrict Recipient's rights to use, disclose, or otherwise dispose of any \ninformation which:\n\n\n                                      -11-\n\n\n                             PRIVATE\/PROPRIETARY\n                             -------------------\n     CONTAINS PRIVATE AND\/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR\n      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,\n             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT\n\n\n\n\n\n                  (a)  At the time of disclosure by Discloser was already in the\npossession of Recipient (provided such information had not been previously\nfurnished to Discloser by Recipient), as shown by a written record;\n\n                  (b)  Is independently made available to Recipient by an\nunrelated and independent third party whose disclosure does not constitute a\nbreach of any duty of confidentiality owed to Discloser;\n\n                  (c)  Is generally available to the public in a \nreadily-available document; or\n\n                  (d)  Is compelled to be disclosed pursuant to a court order,\nprovided that Discloser shall first have the opportunity to request an\nappropriate protective order.\n\n         7.1.4.   Nothing in this  Agreement  shall be  construed  as granting \nany rights or licenses in any Confidential Information to any person or entity.\n\n         7.1.5.   Upon termination or expiration of this Agreement for any \nreason whatsoever, PRICELINE and CALLTECH shall leave with or return to the \nother all documents, records, notebooks, computer files, and similar \nrepositories or materials containing Confidential Information of the other \nparty and such other party's affiliates, including any and all copies thereof.\n\n         7.1.6.   CALLTECH and PRICELINE agree that the terms of this Section \n7.1 are reasonable and necessary to protect their respective business \ninterests and that the other party would suffer irreparable harm from a breach \nof this Section 7.1. Thus, in addition to any other rights or remedies, all of \nwhich shall be deemed cumulative, CALLTECH and PRICELINE and\/or their \nrespective affiliates, as applicable, shall be entitled to obtain injunctive \nrelief to enforce the terms of this Section 7.1.\n\n         SECTION 7.2.  INTELLECTUAL PROPERTY\n\n         7.2.1.   CALLTECH agrees to disclose and furnish promptly to \nPRICELINE any and all technical information, computer or other apparatus \nprograms, inventions, specifications, drawings, records, documentation, works \nof authorship or other creative works, ideas, knowledge or data, written, oral \nor otherwise expressed, first made or created for and paid for by PRICELINE \nunder this Agreement (hereinafter \"Work Product\"). The Work Product \nspecifically includes, without limitation, any scripts, lists of frequently \nasked questions and responses thereto, etc., prepared and utilized by CALLTECH \nin connection with providing Services regarding the Products.\n\n         7.2.2.   Subject to the provisions of this Section 7.2.2, CALLTECH \nagrees to assign and does hereby assign to PRICELINE all right, title and \ninterest in and to any Work \n\n\n                                      -12-\n\n\n                             PRIVATE\/PROPRIETARY\n                             -------------------\n     CONTAINS PRIVATE AND\/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR\n      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,\n             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT\n\n\n\n\n\nProduct. To the extent such Work Product qualifies as a \"work made for hire\", \nit shall be deemed to be such. Notwithstanding the foregoing, (i) CALLTECH \nretains for itself a perpetual, nonexclusive, royalty-free, unrestricted right \nand license to any structure, architectures, ideas and concepts subsisting in \nsuch Work Product, and (ii) CALLTECH shall be free to independently develop \nsoftware and other works similar to any works developed by the performance of \nthe Services under this Agreement, whether by other employees of CALLTECH, in \ncollaboration with third parties, or for other customers.\n\n         7.2.3.   CALLTECH agrees to take all reasonable steps, at PRICELINE's \nexpense, to assist PRICELINE in the perfection of the rights assigned \nhereunder.\n\n         7.2.4.   CALLTECH shall not acquire any right to any tradename,\ntrademark, servicemark, copyright, patent or other form of intellectual property\nof PRICELINE. CALLTECH shall not use such intellectual property of PRICELINE in\nany manner except in the performance of its obligations hereunder as permitted\nor contemplated in connection therewith.\n\n         SECTION 7.3.  SEVERABILITY; WAIVER\n\n         If any of the provisions of this Agreement a shall be held invalid or\nunenforceable by reason of the scope or duration thereof or for any other\nreason, such invalidity or unenforceability shall attach only to the particular\naspect of such provision found invalid or unenforceable and shall not affect any\nother any other provision of this Agreement. To the fullest extent permitted by\nlaw, this Agreement shall be construed as if the scope or duration of such\nprovision had been more narrowly drafted so as not to be invalid or\nunenforceable.\n\n         SECTION 7.4.  NO OTHER AGREEMENTS\n\n         The parties acknowledge having read this Agreement and agree to be\nbound by its Terms. This Agreement and the Schedules attached hereto and\nsupersedes and replaces any existing agreement, written or otherwise, entered\ninto between or among PRICELINE and CALLTECH relating to the subject matter\nhereof except that the provisions of that certain Nondisclosure Agreement, dated\nDecember 19, 1997, between PRICELINE and CALLTECH, shall remain in full force\nand effect as it relates to the exchange of information between the parties from\nthe date of such Nondisclosure Agreement through the date of this Agreement.\n\n\n                                      -13-\n\n\n                             PRIVATE\/PROPRIETARY\n                             -------------------\n     CONTAINS PRIVATE AND\/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR\n      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,\n             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT\n\n\n\n\n\n         SECTION 7.5.  ASSIGNABILITY\n\n         This Agreement shall not be assigned by either party without the prior\nwritten consent of the other party, which shall not be unreasonably withheld or\ndelayed, except that PRICELINE may assign this Agreement or any of its rights\nand responsibilities hereunder, in whole or in part, to any affiliate or any\nentity which acquires all or substantially all of the assets or operations of\nits Internet-related services business dealing with the Products, with notice to\nbut without the consent of CALLTECH. Any such attempted assignment lacking\nconsent where required shall be null and void.\n\n         SECTION 7.6.  GOVERNING LAW\n\n         This Agreement shall be governed by and construed in accordance with\nthe laws of the State of Ohio, with regard to its choice of law provisions.\n\n         SECTION 7.7.  FORCE MAJEURE; DISASTER RECOVERY\n\n         Each party shall be released from and shall have no liability for any\nfailure beyond its reasonable control, including, but not limited to, acts of\nGod, labor troubles, strikes, lockouts, severe weather, delay or default of\nutilities or communications companies or accidents.\n\n         SECTION 7.8.  INDEPENDENT CONTRACTOR\n\n         With respect to all matters relating to this Agreement, CALLTECH shall\nbe deemed to be an independent contractor. CALLTECH shall not represent itself\nor its organization as having any relationship to PRICELINE other than that of\nan independent agent for the limited purposes described in this Agreement.\n\n         SECTION 7.9.  AUTHORIZED REPRESENTATIVES\n\n         CALLTECH shall designate and maintain at all times hereunder a project\nmanager to serve as a single point of contact for PRICELINE to assist in the\nresolution of all technical, operational and implementation-related matters.\nCALLTECH shall endeavor not to change such project manager without PRICELINE's\napproval, and in any event shall notify PRICELINE of any such changes. In\naddition, each party shall, at all times, designate one representative who shall\nbe authorized to take any and all action and\/or grant any approvals required in\nthe course of performance of this Agreement. Such representations shall be fully\nauthorized to act for and bind such party including the approval of amendments\nto this Agreement. Until written notice to the contrary (as delivered in\naccordance with Section 7.9), the authorized representatives of the parties are\nas follows:\n\n\n                                      -14-\n\n\n                             PRIVATE\/PROPRIETARY\n                             -------------------\n     CONTAINS PRIVATE AND\/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR\n      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,\n             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT\n\n\n\n\n\n         For PRICELINE:                     For CALLTECH:\n\n         Ginny L. Taylor                    Robert J. Massey\n         Priceline.com LLC                  CallTech Communications\n         5 High Ridge Park                  Incorporated\n         Stamford, CT 06905-1326            4189 ArlingGate Lane\n                                            Columbus, OH 43228\n\n         SECTION 7.10. NOTICES\n\n         Any notice required or permitted hereunder shall be deemed sufficient\nif given in writing and delivered personally, by facsimile transmission, by\nreputable overnight courier service or United States mail, postage prepaid, to\nthe addresses shown below or to such other addresses as are specified by similar\nnotice, and shall be deemed received upon personal delivery, upon confirmed\nfacsimile receipt, two (2) days following deposit with such courier service, or\nthree (3) days from deposit in the United States mails, in each case as herein\nprovided:\n\n         If to PRICELINE:                   If to CALLTECH:\n\n         Priceline.com LLC                  CallTech Communications\n         5 High Ridge Park                  Incorporated\n         Stamford, CT 06905-1326            4189 ArlingGate Lane\n         Attention:  Jesse Fink             Columbus, OH 43228\n                                            Attention:  Robert J. Massey\n\n         Phone:  203-705-3025               Phone:  614-621-5514\n         Fax:  203-595-8264                 Fax: 614-461-5626\n\n\n                                      -15-\n\n\n                             PRIVATE\/PROPRIETARY\n                             -------------------\n     CONTAINS PRIVATE AND\/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR\n      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,\n             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT\n\n\n\n\n\n         With a Copy to:                    With a Copy to:\n\n         Jeff Brandt, Esq.                  C.J. Pettiti\n         Priceline.com LLC                  CallTech Communications Incorporated\n         5 High Ridge Park                  4189 ArlingGate Lane\n         Stamford, CT 06905-1326            Columbus, OH 43228\n         Phone:  203-705-3011               Phone:  614-621-5512\n         Fax:  203-595-8264                 Fax:  614-461-5626\n\n         A party may change its address and the name of its designated recipient\nof copies of notices for purposes of this Agreement by giving the other parties\nwritten notice of the new name and the address, phone and facsimile number of\nits designated recipient in accordance with this Section 7.9.\n\n         SECTION 7.11. REPRESENTATIONS\n\n         Except as noted herein, no employee, agent or representative of \neither party will have the authority to bind the other party to any \nrepresentation, oral or written, or any warranty concerning the Services or \nthe performance of the Services.\n\n         SECTION 7.12. ARBITRATION\n\n         Any disputes or controversy, which this Agreement expressly provides \nto be resolved by arbitration, shall be settled by arbitration in accordance \nwith the Center for Public Resources Rules for Non-Administered Arbitration of \nBusiness Disputes.\n\n<\/description><\/sequence><\/type><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8573],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9620],"class_list":["post-42884","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-pricelinecom-inc","corporate_contracts_industries-technology__programming","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\/42884","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=42884"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42884"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42884"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42884"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}