Flight Ticket Licensing Agreement

Flight Ticket Licensing Agreement

This Flight Ticket Licensing Agreement ("Agreement") is made and entered into as of Effective Date: by and between Licensor Name: , an entity organized as Corporation Limited Liability Company Individual , with principal address: ; and Licensee Name: , an entity organized as Corporation Limited Liability Company Individual , with principal address:

RECITALS

WHEREAS, Licensor owns certain proprietary flight ticket formats, designs, barcodes, fare construction rules, ticketing systems and associated intellectual property used in the issuance and distribution of passenger flight tickets (collectively, "Licensed Tickets"); and

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a limited license to reproduce, distribute and sell Licensed Tickets subject to the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Licensed Tickets may be issued, the scope of permitted uses, quality control, payment and related obligations.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Licensed Tickets" means the physical or electronic flight tickets, ticket stock, ticket images, barcode formats, fare rules and related ancillary content identified in Schedule A and any subsequently approved formats supplied by Licensor, as limited by this Agreement.

1.2 "Territory" means the geographic area set forth below in this Agreement:

1.3 "Net Receipts" means gross amounts received by Licensee from the sale of Licensed Tickets less taxes collected on behalf of governments, refunds actually paid to customers, and interactive card processing fees.

2. GRANT OF LICENSE

2.1 License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable (except as expressly provided in Section 2.3) license to reproduce, distribute, market and sell Licensed Tickets in the Territory solely for the Routes and Fare Classes specified in Schedule A and for the Term set forth herein.

2.2 Scope Limitations. Licensee shall not amend or alter fare rules, barcode encoding, ticket serial numbering or security features of Licensed Tickets without the prior written approval of Licensor. Licensee shall comply with Licensor's ticketing specifications and quality standards as provided in Schedule B.

2.3 Sublicensing. Licensee may propose sublicenses to third-party authorized distributors only with Licensor's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Any permitted sublicense shall be in writing and shall be subject to the terms of this Agreement; Licensee shall remain fully liable for the acts and omissions of its sublicensees.

3. LICENSE FEE AND PAYMENT

3.1 Fees. In consideration for the rights granted herein, Licensee shall pay Licensor the License Fee as follows: Fee Type and Amount:

3.2 Audit Rights. Licensor shall have the right, at its expense and not more than once per calendar year (unless a material dispute arises), to inspect Licensee's books and records to verify the accuracy of amounts payable hereunder. Any underpayment discovered shall be paid within thirty (30) days of written notice together with interest at the lesser of 1.5% per month or the maximum permitted by law. If underpayment exceeds five percent (5%) of amounts due, Licensee shall reimburse Licensor's reasonable audit costs.

4. TICKET ISSUANCE; QUALITY CONTROL

4.1 Approval of Forms. Licensee shall submit all proposed ticket stock, electronic ticket templates and marketing materials that bear Licensor marks or reference Licensed Tickets to Licensor for written approval prior to first use. Licensor shall not unreasonably withhold, condition or delay approval if materials conform to the specifications in Schedule B.

4.2 Compliance with Standards. Licensee shall maintain technical, operational and security controls necessary to prevent fraud, duplication or unauthorized issuance of Licensed Tickets and shall comply with applicable regulatory and industry standards, including those governing passenger data and ticketing.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Licensor retains all right, title and interest in and to the Licensed Tickets and all related intellectual property rights. Except for the limited rights expressly granted in this Agreement, no ownership or other rights are transferred to Licensee.

5.2 Trademark Use. Licensee shall use Licensor's trademarks, service marks and logos only in accordance with Licensor's trademark usage guidelines and only on Licensed Tickets and related marketing materials approved by Licensor. All goodwill arising from such use shall inure solely to Licensor's benefit.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations. Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, that this Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms, and that its execution and performance will not conflict with any other agreement or law.

6.2 Licensor Warranty. Licensor warrants that, to the best of its knowledge, it has the right to grant the license herein. Licensor makes no other warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose.

7. INDEMNIFICATION

7.1 Licensee Indemnity. Licensee shall indemnify, defend and hold harmless Licensor and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Licensee's issuance, sale or distribution of Licensed Tickets, Licensee's breach of this Agreement, or Licensee's negligence or willful misconduct.

7.2 Licensor Indemnity. Licensor shall indemnify and hold Licensee harmless from third-party claims asserting that the Licensed Tickets, as provided by Licensor, infringe a third party's intellectual property rights, provided that Licensee promptly notifies Licensor in writing of any claim and permits Licensor to control the defense and settlement of such claim.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, A PARTY'S INDEMNIFICATION OBLIGATIONS, OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS). THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS ACTUALLY PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) TEN THOUSAND DOLLARS (USD 10,000).

9. CONFIDENTIALITY

9.1 Confidential Information. "Confidential Information" means non-public business, technical or operational information disclosed by one party to the other in written, electronic or oral form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including pricing, ticketing processes and customer lists.

9.2 Non-Disclosure. Each party shall protect the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, and shall not disclose or use the Confidential Information except to perform its obligations under this Agreement. The obligations in this Section shall survive termination for a period of three (3) years.

10. TERM AND TERMINATION

10.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of , unless earlier terminated in accordance with this Agreement.

10.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

10.3 Termination for Insolvency. Either party may terminate this Agreement upon written notice if the other party becomes insolvent, makes a general assignment for the benefit of creditors, or files or has filed against it a petition in bankruptcy that is not dismissed within sixty (60) days.

11. EFFECT OF TERMINATION

Upon termination or expiration of this Agreement, Licensee shall immediately cease all use and distribution of Licensed Tickets, return or destroy all Confidential Information and, at Licensor's direction, deliver to Licensor all remaining ticket stock and any unissued electronic templates. Sections 5, 7, 8, 9, 11 and any payment obligations shall survive termination.

12. NOTICES

All notices, requests, consents and other communications required or permitted to be given under this Agreement shall be in writing and delivered to the addresses set forth below. Notices shall be deemed given (a) upon personal delivery, (b) three (3) business days after deposit in certified mail (return receipt requested), or (c) one (1) business day after delivery by overnight courier.

13. AMENDMENT

This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. No course of dealing or performance shall modify the express terms of this Agreement.

14. WAIVER

No waiver of any breach shall be effective unless in writing and signed by the party granting the waiver. A waiver of any breach shall not be a waiver of any subsequent breach.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties: , without regard to its conflicts of law principles.

16. ENTIRE AGREEMENT

This Agreement, together with all Schedules and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

18. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed originals for all purposes.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives.

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